Final Results

Trifast PLC 21 June 2006 Issued by Citigate Dewe Rogerson Ltd, Birmingham Date: Wednesday, 21 June 2006 Embargoed: 7.00am Trifast plc Preliminary Results for the Year ended 31 March 2006 Year Year Ended Ended March March 2006 2005 Revenue £117.28m £103.82m Operating Profit £6.26m £6.05m (pre-goodwill, intangible amortisation, restructuring costs and one-off profit on sale of properties) Pre-tax profit £5.57m £5.76m (pre-goodwill, intangible amortisation, restructuring costs and one-off profit on sale of properties) Pre-tax profit £2.55m £6.14m Earnings per share 4.76p 5.67p Adjusted Diluted 1.85p 6.04p Diluted 1.86p 6.10p Basic Final dividend-proposed 1.48p 1.41p Total dividend for the year up 5.2% 2.21p 2.10p Strong positive operating cash flow (pre-debt repayment, restructuring costs and one-off profit on sale of properties) up from £5.12 million to £8.64 million Two strategic acquisitions: Serco Ryan (UK) and Keba Fastenings (Turkey) provide a step change to our European business Integration of TR and Serco UK ahead of target and an annualised £2 million removed from the operating costs of the UK businesses Focus on new sales opportunities and margin improvement New China manufacturing facility now operational "Although it is still early, the year has started well. In the first 10 weeks of this new financial year, I am pleased to report that, whereas markets remain competitive and raw material price pressures continue, the Group is performing in line with expectations and we look forward to making further progress at the Interim." Anthony Allen, Chairman "This has been a year of significant change and development with new structures, strategic acquisitions, new markets and overall a positive outlook." Jim Barker, Chief Executive FULL STATEMENT ATTACHED Enquiries: Jim Barker, Chief Executive Stuart Lawson, Group Finance Director Fiona Tooley Trifast plc Citigate Dewe Rogerson Today: 020 7638 9571 (8.00am - 11.00am) Today: 020 7638 9571 Mobile: 07769 934148 (JB) or 07765 253 895 (SL) Mobile: 07785 703523 Thereafter: 01825 747366 Thereafter: 0121 455 8370 Web-site: www.trifast.com -2- Trifast plc Preliminary Results for the year ended 31 March 2006 STATEMENT BY THE CHAIRMAN, ANTHONY ALLEN Introduction The year under review has been one where we have achieved a positive step change to our structure and business, from which we will see the full benefits starting to flow through during the 2007 calendar year. These developments are covered in further detail in the Operational and Financial Review. The Board is confident that the strategic actions taken during the 2005/2006 year being reported clearly underpin and further secure the TR brand and its growing global presence. Following the successful acquisitions of Serco Ryan and then Keba, we now have the resources to consolidate our UK position whilst also exploiting a number of opportunities in Mainland Europe. Unlike our competitors, we are in a unique position to be able to offer our customers first class, high quality service through our own established well-managed R&D and manufacturing facilities in the Far East, which ensures that we remain competitive within both global and domestic markets. During the year, as well as the positive step change to our operations, we experienced mixed trading conditions which in particular impacted the business in the third quarter. This being said, against a backdrop of economic influences, limited visibility and in some instances, deteriorating market conditions in several of our market sectors, overall the business has performed well and in line with management expectations, with a strong recovery in the fourth quarter. Financial Highlights Year Year Ended Ended March March 2006 2005 Turnover £117.28m £103.82m Operating profit £6.26m £6.05m (pre-goodwill, intangible amortisation, restructuring costs and one-off profit on sale of properties) Pre-tax profit £5.57m £5.76m (pre-goodwill, intangible amortisation, restructuring costs and one-off profit on sale of properties) Pre-tax profit £2.55m £6.14m Operating cash flow generated £8.64m £5.12m (pre-debt repayment, restructuring costs and one-off profit on sale of properties) Earnings per share Adjusted - diluted 4.76p 5.67p Diluted 1.85p 6.04p Basic 1.86p 6.10p Dividend Final 1.48p 1.41p Total 2.21p 2.10p Further details on the financial results are contained in the Business Review Dividend In line with our progressive dividend policy and our confidence in the business, the Directors are recommending an increased final dividend of 1.48 pence per ordinary share (2005: 1.41 pence). This, together with the interim dividend of 0.73 pence per share, makes a total for the year of 2.21 pence (2005: 2.10 pence), an increase of 5.2% over 2005. continued... -3- The final dividend, which is subject to shareholder approval at the Annual General Meeting on 28 September 2006, will be paid on 18 October 2006, to shareholders on the Register as at 30 June 2006. The dividend cover, based on the Group's profits for dividends declared in the year, is 2.98 times (2005: 3.88 times). People At the year end, the Group employed 1,152 people (2005: 944 people). On behalf of the Board, I welcome all new staff who joined us during the year. In a year where we have seen considerable change internally, which reflects a careful review of the structure required to drive forward our ambitious strategic plans, I would like to thank all of our people for their valued hard work, support and commitment to the business. Prospects The work of the past twelve months has created a solid structure on which to build our future, and the Group is well placed to take advantage of new opportunities emerging in the European and Asian regions. Today, the structure of our business allows us to provide flexible solutions through an enhanced level of service to our customers both at home and around the world. We have strong management and operating teams, a good spread of customers and sectors supported by a network with highly motivated and experienced staff. The consolidation of Serco Ryan and TR is going well and we expect to be trading fully under the TR brand by the Interim. We are confident that the on-going investment across the business, coupled with the synergies, cost savings and current sales opportunities identified will be reflected in the enlarged Group's sales and margin performance in the coming period. Although it is still early, the year has started well. In the first 10 weeks of this new financial year, I am pleased to report that, whereas markets remain competitive and raw material price pressures continue, the Group is performing in line with expectations and we look forward to making further progress at the Interim. -4- Trifast plc Preliminary Results for the year ended 31 March 2006 OPERATING AND FINANCIAL REVIEW By Jim Barker, Chief Executive and Stuart Lawson, Group Finance Director Overview This has been a year of significant change and development with new structures, strategic acquisitions, new markets and overall a positive outlook. In our Report last year we stated that a key part of our plan was to make strategic acquisitions to enhance our growth and profits. We are very pleased to report that this aim has been achieved with two exciting acquisitions. Firstly, in October 2005, Trifast bought Serco Ryan, a prestigious fastener company based in the UK, followed in February 2006 by the acquisition of Keba Fastener Solutions, a privately owned company based in Turkey, offering exciting possibilities for growth into Eastern Europe and the Middle East. Further details of these follow in the Report. We anticipated that our new Chinese manufacturing facility would come on line during the year. The facility in Suzhou is now operational, and will grow to full capacity within the coming year. Our financial year 2005 started well, but increased material costs, high energy prices and end of life production lines prior to the local uptake of new wireless technology led to a flat Autumn. This situation was clarified at the time of the Interim Results. However, importantly, the fourth quarter was in line with our original budgeted expectations, leading us to believe that the third quarter figures were more an interruption to the profits growth shown in the last four years than a marketplace trend. Strategy We remain focused on becoming the premier brand in the European and Asian Industrial Fastener Market. We will build on our strengths in research, development, design and product portfolio. We have in place our own low-cost, high quality manufacturing facilities in the Far East, and our logistics operation is second to none in the Fastener Market. We offer our customers exactly what they want and we can deliver it anywhere in the world. Acquisitions Serco Ryan In October 2005, Trifast acquired Serco Ryan for a maximum consideration of £15.17 million and took on its debt of £1.83 million, a long established and well respected fastener company with branches throughout the United Kingdom. We are pleased to report that the synergies as indicated in our Circular dated 20 September 2005 have now been achieved. The rationalisation of the branch network together with the merging of the purchasing and group support service departments have started to deliver the anticipated cost reductions. Moreover, the combined presence of the two companies is beginning to produce results in new sectors. Serco Ryan's former strengths in the boat building, railway industry and general building markets have combined well with Trifast's strengths in research and development, logistical prowess and its geographical coverage. Together with increased purchasing ability and the utilisation of Trifast's manufacturing facilities in Asia this acquisition provides further exciting opportunities. continued... -5- Keba Fastening (Turkey) Just prior to the year end, Trifast further extended its presence in Europe through the acquisition of Keba Fastening (Turkey) for a maximum consideration of US$2.20 million, of which US$1.20 million was paid on date of acquisition and a further US$1.00 million is due in 12 months, subject to performance criteria. Based in Istanbul, Turkey, Keba was founded in 2002 by two brothers Burak and Can Kutal. It sources the majority of products locally and, since becoming part of the TR Group, has established further supply partnerships through Trifast's Far East operations. The business, which is now branded TR Keba, has developed a strong regional customer base from the electronics and household appliances sectors. A product specialist fastener business, it provides access to the dynamic markets of Turkey and Eastern Europe and the opportunity to further leverage our Asian supply chain. TR Keba has strong management and experienced staff who between them have a wealth of knowledge and experience of the region which will support further expansion of TR's geographic reach, whilst enhancing its product offering within this emerging market in the future. The former owners will continue to manage TR Keba on a day to day basis having entered into contractual arrangements with the Group for a minimum of two years. In the year ended December 2005, TR Keba's revenues amounted to £1.05 million producing earnings before tax of £0.05 million. Net assets at the same date were £0.14 million. Although TR Keba is not anticipated to make a material contribution to the Group until 2007, the Directors are confident that this business is well positioned to exploit and support some of the additional opportunities already identified in other emerging and developing markets within Eastern Europe and provide excellent specialised product knowledge to the rest of the Group whilst benefiting fully from the Asian manufacturing capabilities within the Group. Business Review In the year under review, Group revenues from our continuing business were £117.28 million (2005: £103.82 million). TR Europe Revenues totalled £93.01 million and included a five month revenue contribution from Serco Ryan of £12.66 million and £0.99 million of operating profits (pre-restructuring costs). As we reported at the Interim stage, our European market had been severely impacted by the substantial slow-down in the electronics and telecoms sector, which in H1 were down 16.6%. This reflected the reduction in volume whilst the sector was in a transitional stage, ahead of the introduction of new wireless technologies. Although we have seen a subsequent improvement during the last quarter, which has given us confidence, volumes were at much lower levels than originally anticipated at the beginning of the year under review. We had anticipated that the full integration of Serco Ryan would be completed by March 2007. We are pleased to report that we are well ahead of target and have achieved £2.00 million of annualised cost savings, including a reduction of around £0.60 million from stockholding across the Group, with a further £1.00 million stock reduction expected to be achieved in the new financial year. TR France continues to be loss making, with a loss of £0.23 million (2005: £0.23 million). This business has now been re-structured and, under new leadership, the Board expects it to return to monthly profits within the current financial year. continued... -6- Asia and China Revenues from our Asian operation were up 22% to £21.15 million and produced operating profits of £4.02 million, up 14.8% on 2005. China, as widely reported, is one of the fastest growing markets. Our new manufacturing operation in China is now operational following a short delay due to local administration issues. It is key that the Group is represented in China to service this ever-growing economy. Our decision to invest here allows us to be closer to our Chinese market, whilst also providing additional flexibility to our global accounts who are sourcing from this important region. Our Singaporean operation performed well in the period under review, despite seeing some of its commodity priced business relocating to China. This is due to the significant strength of our Singaporean operation in technical expertise and added value. Our Taiwanese operation's major customers were formerly from within the automotive industries in Europe and North America. During the year we changed the emphasis of this business as it successfully secured solutions for more complex fixings for the construction and white goods industries. As a result, we expect to deliver greater returns in the coming year. North America Many of our larger customers have their HQ and design teams in the USA, therefore, Trifast's presence in this region gives us the opportunity to become involved in product design and to have our parts specified at an early stage. Our relatively small team in North America gains us much business, but mostly elsewhere the world and especially in Asia. Whilst a presence in North America is important to us for the above reasons we do not at present see our USA operation as a major growth business. Consequently, we have decided to impair this investment by incurring a one-time goodwill impairment of £0.79 million. This reflects the Board's views on the future earnings and cash generation specifically of the USA entity as a stand alone operation in its own right. However, we will continue to maintain our presence in the USA in the areas of engineering, product development and TR proprietary product sales. Reporting Format The format of the Consolidated Results for Trifast plc has been altered in this year's Report as a result of the conversion from UK Generally Accepted Accounting Practice ("UK GAAP") to International Financial Reporting Standards ("IFRS"). As our Results are reported for the first time in accordance with IFRS, comparative data has been restated. Results This has been a tough year with operating profits being impacted by the dramatic weakness of sales in the period October 2005 through to December 2005 during which time the impact on operating profits was £1.2m against budget. The last quarter recovered to budgeted levels. Actions taken in the last four months have seen a marked increase in monthly operating profits. The profits before tax, goodwill amortisation, restructuring costs and one-off profits on sales of properties were £5.57 million (2005: £5.76 million). The revenue grew to £117.28 million (2005: £103.82 million), with the growth coming from Asia (predominantly China) and the acquisition in October 2005 of Serco Ryan. Profits before tax were £2.55 million (2005: £6.14 million), with £2.11 million (2005: nil) of restructuring costs being charged as a result of the merger of our two key UK trading companies, TR Fastenings Ltd and Serco Ryan Ltd. continued... -7- The gross margin was 24.8% (2005: 26.0%), this having been impacted by the raw material price increases, for example, we have seen brass prices up an average of 45% in the last 12 months and the mix of business with some growth being shown in some of the lower margin accounts. Since the restructuring, the margin has increased towards prior year levels. Overheads remain under tight control and constant review, at £22.32 million (pre-goodwill, restructuring costs, IFRS adjustments and performance related pay awards), representing 19.0% of revenue (2005: 19.0%). In the last quarter, an annualised figure of £2.00 million was removed from the Company's costs predominantly from the UK business following the merger of TR Fastenings and Serco Ryan. This will create a year-on-year saving next year of £1.50 million, with the full benefit coming in 2007/08. These restructuring cost savings were as a result of the merger of our two companies and the resulting reduction in both UK sites and headcount. We also continue to review and streamline our management structure in our European and American operations. Overall, we feel that the overhead percentage is reasonable, but still has some capacity for improvement. Earnings per Share We are presenting an adjusted earnings per share measure that adds back the effect of material restructuring costs, goodwill impairment and any related tax effect. The adjusted earnings per share measure for 2006 is 4.76 pence (2005: 5.67 pence), a decrease of 16.0%. The diluted weighted average number of shares outstanding at the period end was 77,639,682 (2005: 72,513,275). Basic earnings per share was 1.86 pence compared with basic earnings per share of 6.10 pence in 2005. Financing and Working Capital During the period, the Group successfully completed a Placing and Open Offer to raise £7.63 million (net of expenses). This involved the issue of 11,940,298 new shares taking the total shares in issue to 84,380,474. The Open Offer element of the issue represented 4,792,797 shares with the remainder being placed with financial institutions. The monies raised were used to part fund the acquisition of Serco Ryan, with the remaining funds being raised in the debt market. As last year, cash generation from operating activities was strong with £8.64 million (2005: £5.12 million) being generated before the cash impact of restructuring costs of £1.60 million, an increase of 69%. This is the result of an increase in stock during the 2005 year of £2.82 million and a decrease in stock during the current year of £1.10 million, this trend has continued in the new year as we continue the tight stock control procedures and increased focus on stock turnaround across the Group. At the year end the Group held net cash of £6.25 million (2005: £3.62 million). Gross borrowings were £18.96 million (2005: £9.23 million), the increase being due to the part funding of the Serco Ryan acquisition and the full financing of the Keba (Turkey) Fastenings acquisition. This has resulted in increased gearing levels from 15% in 2005 to 26% in 2006, a level at which the Board is still very comfortable and still leaves the Group with the capacity to continue its strategy and to take advantage of the consolidating marketplace, should it so wish to. Of our £6.52 million gross cash balance at the year end, £4.16 million was held in foreign currencies. As a Group, our policy is to monitor exchange rates and buy or sell currencies in order to minimise our open exposure to foreign exchange risk but we do not speculate on rates. During the year, currency fluctuations negatively impacted our turnover by £0.14 million and profits by £0.10 million, although not material, as a global Company in these times of fluctuating exchange rates, we must continue to closely monitor and react to our Group currency exposures on a daily basis. Free cash flow, being cash flow before acquisitions, financing costs and restructuring costs and one-off profits on sale of property proceeds for the Group for 2006 was an inflow of £6.28 million (2005: £3.62 million). continued... -8- Net interest payable increased this year to £0.69 million (2005: £0.29 million) due to the increased loans taken out to fund the acquisitions. We continue to regularly review all of our loans, which are currently all at variable rates to ensure that we are comfortable with the interest rate level and exposure to movement. Net interest cover, on a pre restructuring costs and goodwill basis now stands at a comfortable 8 times (2005: 21 times). We continue to review our banking facilities on an Annual basis. The Board feels that the financing facilities available to us currently provide more than adequate headroom for our current and foreseeable business requirements. The Board continues its policy to finance its current operations and future expansions through a combination of retained earnings and external financing raised principally by the parent Company, either in the debt or equity markets. EBITDA (pre-goodwill and restructuring costs) decreased slightly to £7.47 million (2005: £7.70 million). Controls on working capital remain tight with debtor days at 65 (2005: 63 days), some 15% better than our industry average. Creditor days remained constant at 69 days (2005: 69 days). The stock level at the year end was £25.10 million (2005: £21.60 million) which, allowing for £4.20 million stock acquired with Serco Ryan and Keba Fastenings, and the impact of currency movements of £0.60 million, resulted in an underlying reduction in stock levels. This confirms the Group's push to improve net stock-turn which has improved during the period, a trend which has continued into the current period. This on-going reduction in stock levels has no affect on the required level of security to our managed account customers or levels of product line stocks and is a reflection of overall better management and focus in this area. Capital expenditure continues to be closely monitored around the Group and is focused on the areas of greatest future returns for us. During the period, the Group spent £1.15 million (2005: £0.84 million) of which £0.3 million was invested into our new manufacturing facility in Suzhou, China. We expect a further £0.6 million to be invested in this facility during the coming 12 months with other areas of investment remaining constant. Depreciation levels were £1.23 million (2005: £1.26 million); we also expect this level to remain relatively constant for 2007. Taxation The net tax charge for the year was £1.12 million (2005: £1.75 million) which, after adjusting for goodwill amortisation and impairment, timing differences (on US losses not recognised as a deferred asset), impact of UK losses as a result of the restructuring and withholding tax suffered within the Group, represents an effective tax rate of 21.2% (2005: 23.4%). This improvement is due to the level of one-time items. Dividend The Board continues to maintain its progressive dividend policy with a final dividend per share of 1.48 pence (2005: 1.41 pence) being proposed, bringing the total for the year to 2.21 pence (2005: 2.10 pence), an increase of 5.2% on the prior year. Pensions Trifast predominantly operates Defined Contribution Pension Schemes and so has not had to report any valuation shortfalls. All scheme payments are up-to-date and we see no financial exposure to the Group with these schemes. Adoption of International Financial Reporting Standards ('IFRS') We have applied IFRS, as adopted by the European Union, for the first time with effect from 1 April 2005. The effect of the transition to IFRS on the financial information now being presented, including re-statement of comparatives and accounting policies adopted, has not materially impacted the Group results. continued... -9- The key areas of change are: •The elimination of the charge for goodwill amortisation; •A charge to the Income Statement for the impact of share options; •The valuation of the intangible assets acquired with acquisitions. Overall, this has had a small negative impact on the Group's reported earnings for 2005 and 2006, but has had no impact on the cash generation of the Group. Full details of the impact of the transition to IFRS are in the Report and Accounts for 2006. Other than the transition to IFRS, no other accounting policies have been changed during the year. Addition to the Board Following the successful completion of the acquisition of Serco Ryan in October 2005, Steve Auld, Managing Director of Serco Ryan, was appointed to the Main Board of Trifast as an Executive Director with responsibility for the Group's operations in Europe. Steve is working closely on the integration and consolidation of Serco Ryan and Trifast operations. Steve and his team bring additional technical expertise and sales capabilities to the Group, which significantly strengthen the enlarged Group. Training and Development This year saw the launch of the most exciting Training and Development initiative in TR's history by establishing our first Sales Academy. This Academy gives everybody in the organisation the opportunity to apply for a new career within our external sales team. Out of 32 applications for the first Academy, 12 individuals were selected for one month's intensive training at our Midlands base. The course was a mix of internal and external training and has enabled us to produce the new generation of highly motivated sales executives. Following the success of this initiative, Academies are currently being put together for our Logistic and Quality Departments, and a review of the training plans for Purchasing is being undertaken. In recognition of our new prestige training programmes, we have also launched our own TR Vocational Qualifications as an endorsement of staff achievement and development. Corporate & Social Responsibility We recognise that our social, environmental and ethical conduct has an impact upon our reputation. We take our Corporate Social Responsibilities ("CSR") seriously and are committed to implementing our policies and systems across the Group. These include good ethical behaviour, concern for employee health & safety, care for the environment and community involvement. The Board takes ultimate responsibility for CSR and is committed to developing and implementing appropriate policies to create and maintain long-term value for shareholders. Sound Company ethics makes business sense by helping to minimise risk, ensuring legal compliance, enhancing Company efficiency and building reputation among stakeholders. Our full CSR Report can be read on the Group's website www.trifast.com Business Ethics We expect all of our business activities to be conducted in accordance with high standards of ethical conduct and full compliance with all applicable national and international laws. We in turn, apply these standards to all dealings with customers, suppliers, employees and other stakeholders. Our code of Business Ethics and Responsible Behaviour provides a guide to the way we achieve our business goals, helping us to behave in an open and ethical manner. This extends to provisions for 'whistle-blowing' whereby employees may report suspected wrongdoings in confidence. Appropriate ethical behaviour is reviewed as part of the Group's performance appraisal process. continued... -10- We have extended this Code to our vendors/suppliers. This requires our key strategic suppliers to work towards achieving, as a minimum, standards covering such issues as the environment, employee health & safety and the prohibition of child labour. We are ensuring, through business reviews and visits, that our key suppliers are in compliance, thereby encouraging good practice in our supply chain. We will do our utmost to contract only with sub-contractors or suppliers who themselves adhere to international human rights and environmental laws and practices. Trifast commits through review programmes to monitor the ethical performance of its key suppliers and to taking immediate steps in cases where the ethical performance of its key suppliers comes into question. Health & Safety The Managing Directors/General Managers appointed by the Board have responsibility for the health & safety and environmental performance of their operational areas. They are assisted by the Health & Safety Manager. Trifast is committed to meeting all relevant health & safety legislation, regulation and Codes of practices. The Group Health & Safety Policy places responsibility for the management of health & safety on the individual business unit management who are supported by Health & Safety Advisers where necessary. All business units provide employees with relevant comprehensive health & safety training and a written health & safety policy. The Managing Directors/General Managers ensure regular inspections and annual internal audits of health & safety performance and also have regular designated health & safety training. The Group's health & safety performance and significant risk exposures are reviewed regularly by management and the Board. Environment Good environmental practice and the impact that our operations have on the environment are of great importance to Trifast. The main aim of Trifast's Environmental Policy is to comply with all relevant legislation in all areas in which we operate and to adapt responsible environmental practices. We have established a process for monitoring legislation and acting upon it where necessary. Business units are required to comply with Group policy and local statutory regulations and are committed to setting their own environmental targets such as improving energy efficiency, reducing waste and increasing recycling in conjunction with Group objectives. Several of our distribution sites have retained their IS014001 registrations; those that do not have this registration operate the processes required to achieve this. The majority of our units have IS09001 registration with several sites operating QS9000. Group performance and risk reviews are undertaken via Management Review on a regular basis and reported directly to Jim Barker, Chief Executive who has Main Board Responsibility for the Group's Environmental Risk Policy. Employees Trifast continues to aim at attracting, retaining and motivating the highest calibre of employees within a structure that encourages their development and initiative. Employees are provided with on-going learning and development opportunities that are aligned to the Group's strategic and business units' objectives and formal personal development programmes operate where linked to the Group's objectives. All of these processes are reinforced with appropriate remuneration, incentive and are on recognition systems. continued... -11- Community Trifast recognises the role local communities play in our businesses. We aspire to be a responsible partner in the communities in which we operate around the world. We encourage all our businesses to support the particular needs of their communities by contributing to local charities and community initiatives. Communications We aim to maintain a productive and open dialogue with all interested parties in our business including shareholders, customers, suppliers and employees. We have established customer relations, conduct customer satisfaction surveys, monitor and develop supplier performance and undertake regular employee surveys. We maintain our web-site as one of the main routes for providing information to interested parties and for contacting us. The introduction of Works Councils throughout most of our European locations has proved a positive mechanism for staff and management to work together to achieve a constructive working environment that provides a good communication base to share ideas and "Best Practice". -12- Trifast plc Preliminary Results Consolidated income statement for year ended 31 March 2006 Note 2006 2005 £000 £000 Revenue 1 117,282 103,823 Cost of sales (88,150) (76,816) -------------------- Gross profit 29,132 27,007 Other operating income 1 238 606 Distribution expenses (3,774) (3,423) -------------------------------------------------------------------------------- Administrative expenses before the following items: (19,339) (17,755) Goodwill impairment (786) - Intangible amortisation (121) (13) Restructuring costs (2,108) - -------------------------------------------------------------------------------- Total administration costs (22,354) (17,768) Operating profit before financing costs 1 3,242 6,422 Financial income 4 54 44 Financial expenses 4 (743) (331) ------------------- Net financing costs (689) (287) ------------------- Profit before tax 2,553 6,135 Taxation 2 5 (1,115) (1,751) ------------------- Profit for the year (attributable to equity shareholders of the Parent Company) 1,438 4,384 =================== Earnings per share Basic 10 1.86p 6.10p Diluted 10 1.85p 6.04p Dividends Interim paid of 0.73p (2005: 0.69p) 616 496 Final proposed of 1.48p (2005:1.41p) 1,249 1,014 All amounts in the income statement are derived from continuing operations for the current and prior year. 1 Other income for year end 2005 includes profit on disposal of buildings of £384,000 2 Of the total tax charge, foreign tax represents £1,164,000 (2005: £1,075,000) : see note 5 -13- Trifast plc Preliminary Results Statements of recognised income and expense for year ended 31 March 2006 Group Company Note 2006 2005 2006 2005 £000 £000 £000 £000 Foreign exchange translation 1,470 (19) - - differences Net gain / (loss) on hedge of net investment in foreign subsidiary 4 (47) - - --------------------------------- Net income recognised directly in 1,474 (66) - - equity Profit for the year 1,438 4,384 893 (1,727) --------------------------------- Total recognised income and expense for 9 2,912 4,318 893 (1,727) the year ================================= -14- Trifast plc Preliminary Results Balance sheets at 31 March 2006 Note Group Company 2006 2005 2006 2005 £000 £000 £000 £000 Non-current assets Property, plant and equipment 9,208 8,463 2,887 2,874 Intangible assets 24,591 11,098 29 41 Equity investments - 126 27,828 12,225 Deferred tax assets 573 471 - 9 ----------------------------------- Total non-current assets 34,372 20,158 30,744 15,149 ----------------------------------- Current assets Stocks 6 25,123 21,573 - - Trade and other receivables 30,070 22,042 3,807 3,770 Cash and cash equivalents 7 6,524 4,161 5,208 467 ----------------------------------- Total current assets 61,717 47,776 9,015 4,237 ----------------------------------- Total assets 1 96,089 67,934 39,759 19,386 =================================== Current liabilities Bank overdraft 7 272 539 1,513 1,377 Other interest-bearing loans and borrowings 8 3,008 1,814 1,764 672 Trade and other payables 24,404 18,642 1,033 915 Tax payable 365 921 - - Deferred consideration 2,562 - 2,562 - Provisions 242 - - - ----------------------------------- Total current liabilities 30,853 21,916 6,872 2,964 ----------------------------------- Non-current liabilities Other interest-bearing loans and borrowings 8 15,950 7,413 10,989 1,780 Provisions 1,215 214 - - Deferred tax liabilities 826 448 314 296 ----------------------------------- Total non-current liabilities 17,991 8,075 11,303 2,076 ----------------------------------- Total liabilities 1 48,844 29,991 18,175 5,040 =================================== Net assets 1 47,245 37,943 21,584 14,346 =================================== Equity attributable to equity holders of the parent Share capital 9 4,219 3,595 4,219 3,595 Share premium 9 11,873 4,598 11,873 4,598 Reserves 9 871 (603) 2,786 2,786 Retained earnings 9 30,282 30,353 2,706 3,367 ----------------------------------- Total equity 47,245 37,943 21,584 14,346 =================================== These financial statements were approved by the board of directors on 20 June 2006. -15- Trifast plc Preliminary Results Cash flow statements for year ended 31 March 2006 Note Group Company 2006 2005 2006 2005 £000 £000 £000 £000 Cash flows from operating activities Profit for the year 1,438 4,384 893 (1,727) Adjustments for: Depreciation, amortisation and impairment 2,124 1,276 125 193 Financial income (54) (44) (186) (172) Financial expense 743 331 383 125 Gain on sale of property, plant and equipment and investments (24) (384) - (75) Dividends received - - (5,000) - Write-off investment - - 1,852 - Equity settled share-based payment expenses 121 108 84 57 Taxation 1,115 1,751 18 (60) ---------------------------------- Operating profit before changes in working capital and provisions 5,463 7,422 (1,831) (1,659) (Increase)/decrease in trade and other receivables (691) 368 (37) 208 Decrease)/(increase) in stock 1,073 (2,822) - - (Decrease)/increase in trade and other payables (50) 145 24 (594) Increase/(decrease) in provisions 1,243 (105) -- - ---------------------------------- Cash generated from the operations 7,038 5,008 (1,844) (2,045) Tax paid (1,738) (1,680) - - ---------------------------------- Net cash from operating activities 5,300 3,328 (1,844) (2,045) ---------------------------------- Cash flows from investing activities Proceeds from sale of property, plant and equipment 17 2,753 - 1,787 Interest received 52 44 186 172 Proceeds from sales of investments 144 - - - Acquisition of subsidiary, net of cash acquired 2 (16,719) (734) (14,892) - Acquisition of property, plant and equipment (1,150) (835) (126) (10) Dividend received - - 5,000 - ---------------------------------- Net cash from investing activities (17,656) 1,228 (9,832) 1,949 ---------------------------------- Cash flows from financing activities Proceeds from the issue of share capital 9 8,274 5 8,274 5 Expenses for issue of share capital 9 (375) - (375) - Proceeds from new loan 11,200 11,200 - Repayment of borrowings (2,103) (2,234) (947) (680) Payment of finance lease liabilities - (3) - - Dividends paid 9 (1,630) (1,460) (1,630) (1,460) Interest paid (618) (326) (241) (125) ---------------------------------- Net cash from financing activities 14,748 (4,018) 16,281 (2,260) ---------------------------------- Net increase in cash and cash equivalents 2,392 538 4,605 (2,356) Cash and cash equivalents at 1 April 2005 3,622 3,075 (910) 1,446 Effect of exchange rate fluctuations on cash held 238 9 - - ---------------------------------- Cash and cash equivalents at 31 March 2006 7 6,252 3,622 3,695 (910) ================================== -16- Trifast plc Preliminary Results NOTES 1. Segmental analysis Segment information, as discussed above, is presented in the consolidated financial statements in respect of the Group's geographical segments. This reflects the Group's management and internal reporting structure. Inter-segment pricing is determined on an arm's length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. Geographical segments The Group is comprised of the following main geographical segments: • Europe: includes UK, Norway, Sweden, France, Hungary, Southern Ireland, Holland and Turkey • Asia: includes Malaysia, China, Singapore and Taiwan • America: includes Los Angeles, Phoenix and Mexico In presenting information on the basis of geographical segments, segment revenue and segment assets are based on the geographical location of our entities across the world. Segment revenue and result under primary reporting format are disclosed in the table below: Europe Asia America Central Group 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 Revenue * Revenue from external customers 93,008 83,528 21,150 17,320 3,124 2,975 - - 117,282 103,823 Inter segment revenue 5,044 4,751 4,033 3,879 38 145 - - 9,115 8,775 --------------------------------------------------------------------------------------- Total 98,052 88,279 25,183 21,199 3,162 3,120 - - 126,397 112,598 revenue ======================================================================================= Segment result before items 4,088 4,760 4,022 3,505 (232) (189) (1,621) (1,641) 6,257 6,435 listed below Goodwill impairment - - - - (786) - - - (786) - Intangible amortisation (121) (13) - - - - - - (121) (13) Restructuring costs (2,108) - - - - - - - (2,108) - --------------------------------------------------------------------------------------- Operating profit/(loss) before 1,859 4,747 4,022 3,505 (1,018) (189) (1,621) (1,641) 3,242 6,422 financing costs Net financing costs (689) (287) ---------------- Profit on ordinary activities before taxation 2,553 6,135 Taxation (1,115) (1,751) ---------------- Profit for the 1,438 4,384 year ================ Assets and Liabilities Segment 67,951 42,729 24,056 20,322 2,052 2,383 2,030 2,500 96,089 67,934 assets Segment liabilities 26,959 15,809 9,997 10,075 219 303 11,669 3,804 48,844 29,991 ---------------------------------------------------------------------------------------- Segment net assets/ (liabil 40,992 26,920 14,059 10,247 1,833 2,080 (9,639) (1,304) 47,245 37,943 ities) ======================================================================================== * Of the Asian external turnover, £5.4 million was sold into the American market and £2.6 million sold into the European market. There was no material difference in the European and American Regions between the external revenue based on location of the entities and the location of the customers. Revenue is derived solely from the manufacture and logistical supply of industrial fasteners and category 'C' components continued... -17- Europe Asia America Central Group 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 Cashflows Operating activities Segment cashflow 5,165 4,453 1,813 865 181 65 (1,859) (2,055) 5,300 3,328 Investing activities Segment cashflow (2,050) 635 (580) (1,182) (27) (9) (14,999) 1,784 (17,656) 1,228 Financing activities Segment cashflow (1,513) (1,696) (8) (61) (12) - 16,281 (2,261) 14,748 (4,018) Capital expenditure Segment 239 328 758 488 27 9 126 10 1,150 835 2. Acquisitions of subsidiaries On 13 October 2005, the Company acquired all the shares in Serco-Ryan Limited for £15.17 million (net of fees), satisfied in cash and deferred consideration. The company distributes fasteners, cutting tools and industrial consumables. In the five and a half months to 31 March 2006 the subsidiary contributed net profit before restructuring costs of £0.99 million to the consolidated net profit for the year. If the acquisition had occurred on 1 April 2005, Group revenue would have been approximately £135.00 million and net profit before restructuring costs and Goodwill impairments would have been approximately £6.35 million. Effect of acquisition The acquisition had the following effect on the Group's assets and liabilities. Acquiree's Fair value Carrying book adjustments amounts values £000 £000 £000 Acquiree's net assets at the acquisition date: Property, plant and equipment 632 (124) 508 Intangible assets - 2,090 2,090 Deferred tax liability on intangible asset - (627) (627) Stocks 4,220 (168) 4,052 Trade and other receivables 6,839 (470) 6,369 Overdraft (1,831) - (1,831) Trade and other payables (5,022) (21) (5,043) Deferred tax asset - 347 347 --------------------------------- Net identifiable assets and liabilities 4,838 1,027 5,865 ================================= Goodwill on acquisition 10,288 ------- Consideration paid (Including fees of £984,000), Satisfied/to be satisfied in cash 16,153 Overdraft acquired 1,831 Consideration deferred (2,000) ------- Net cash outflow 15,984 ======= Goodwill is the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. It represents the value of the workforce acquired and the future synergistic benefits of the combination of Serco Ryan Ltd and TR Fastenings Ltd. The company issued 11,940,298 5p ordinary shares for a consideration of £8.00 million (£7.63 million net of expenses). continued... -18- On 1 February 2006, the Company acquired all the shares in Keba Ltd (Turkey) for a maximum consideration of £1.24 million, satisfied in cash of £0.68 million at date of acquisition and deferred consideration of £0.56 million payable in February 2007 subject to performance criteria. The company distributes Fasteners. In the 2 months to 31 March 2006 the subsidiary contributed net profit of £0.05 million to the consolidated net profit for the year. If the acquisition had occurred on 1 April 2005, Group revenue would have been approximately £118.00 million and net profit before restructuring costs and Goodwill impairment would have been approximately £5.51 million. Effect of acquisition The acquisition had the following effect on the Group's assets and liabilities. Acquiree's Fair value Carrying book adjustments amounts values £000 £000 £000 Acquiree's net assets at the acquisition date: Property, plant and equipment 39 - 39 Stocks 29 - 29 Trade and other receivables 340 - 340 Cash and cash equivalents 4 - 4 Interest-bearing loans and borrowings (49) - (49) Trade and other payables (283) - (283) --------------------------------- Net identifiable assets and liabilities 80 - 80 ====================== Goodwill on acquisition 1,221 ------- Consideration paid (Including legal fees of £64,000), Satisfied/to be satisfied in cash 1,301 Cash acquired (4) Consideration deferred (562) ------- Net cash outflow 735 ======= Goodwill is the excess of the purchase price over the fair value of the net tangible assets acquired and it is not deductible for tax purposes. It represents the value of the workforce acquired and the future synergistic benefits of the combination of Keba Ltd and the Trifast Group. The potential customer and supply relationships were not deemed significant enough to meet the criteria for recognition as an intangible asset at the date of acquisition. Group net cash outflow 2006 2005 £000 £000 Cashflows from investing activity Serco Ryan Ltd (acquisition) 15,984 - Keba Ltd (acquisition) 735 - Final deferred consideration payment SFE - 734 ----------------------- 16,719 734 ======================= 3. Expenses and auditors' remuneration Included in profit for the year are the following: 2006 2005 £000 £000 Depreciation and amortisation 1,338 1,276 Impairment loss on goodwill 786 - Increase in provisions 499 60 Restructuring costs expensed as incurred - included in administrative expenses 2,108 - ===================== continued... -19- Auditors' remuneration: 2006 2005 £000 £000 Group - audit (including additional IFRS audit work) 250 201 - services relating to taxation 61 58 - other services 26 28 Company - audit 43 42 ===================== Auditors' remuneration for services relating to corporate finance transactions of £267,000 (2005: Nil) have been included in the consideration paid on acquisition of subsidiaries. 4. Financial income and expense 2006 2005 £000 £000 Interest income 54 44 ==================== Interest expense 743 331 ==================== 5. Taxation Recognised in the income statement 2006 2005 £000 £000 Current UK tax expense Current year 26 778 Double taxation relief (26) (17) Adjustments for prior years (39) 11 --------------------- (39) 772 --------------------- Current tax on foreign income for the period 1,199 1,085 Adjustments for prior years (35) (10) --------------------- 1,164 1,075 --------------------- Total current tax 1,125 1,847 Deferred tax expense Origination and reversal of temporary differences 9 (25) Adjustments for prior years (19) (71) --------------------- (10) (96) --------------------- Total tax in income statement 1,115 1,751 ===================== Reconciliation of effective tax rate and tax expense 2006 ETR 2005 ETR £000 % £000 % Profit before tax 2,553 6,135 ======== ======== Tax using the UK corporation tax rate of 30% (2005: 30%) 766 30 1,840 30 Goodwill impairment 236 9 - - Non-deductible expenses 516 20 254 4 Deferred tax assets not recognised 193 8 108 2 Different tax rates on overseas earnings (503) (20) (381) (6) Over provided in prior years (93) (4) (70) (1) --------------------------------- Total tax in income statement 1,115 43 1,751 29 ================================= continued... -20- 6. Stocks Group 2006 2005 £000 £000 Raw materials and consumables 860 827 Work in progress 663 447 Finished goods and goods for resale 23,600 20,299 ---------------------- 25,123 21,573 ====================== Stocks to the value of £435,000 were written-off and recognised as expense in the year (2005: £178,000). The Group consignment stock held from suppliers at the year-end, which was not included on the balance sheet, was £12,000 (2005: £10,000). 7. Cash and cash equivalents/ bank overdrafts Group Company 2006 2005 2006 2005 £000 £000 £000 £000 Cash and cash equivalents per balance sheet 6,524 4,161 5,208 467 Bank overdrafts per balance sheet (272) (539) (1,513) (1,377) -------------------------------------- Cash and cash equivalents per cash flow statements 6,252 3,622 3,695 (910) ====================================== Overdrafts are secured by an unlimited multilateral guarantee between the UK trading companies. 8. Other interest-bearing loans and borrowings This note provides information about the contractual terms of the Group and Company's interest-bearing loans and borrowings. Current Non-Current Company Rate Maturity 2006 2005 2006 2005 £000 £000 £000 £000 Acquisition Libor + 2007 76 69 38 103 S$2.15m 0.95% Acquisition Libor + 2008 199 182 299 457 S$3.45m 0.95% Acquisition £1.95m Libor + 2008 195 195 293 487 0.90% Acquisition SEK30m Libor + 2007 222 226 499 733 0.95% Acquisition £11.2m Libor + 2012 1,072 - 9,860 - 0.91% ---------------------------------- 1,764 672 10,989 1,780 ---------------------------------- Other Group Acquisition Libor + 2011 1,167 1,071 4,951 5,616 $21.78m 0.80% Funding $0.25m Sibor + 2% 2006 69 63 - - Funding $0.10m Fixed 8% 2009 8 8 10 17 ----------------------------------- 1,244 1,142 4,961 5,633 ----------------------------------- =================================== Total Group 3,008 1,814 15,950 7,413 =================================== The majority of the bank loans included in the table above are secured by an unlimited multilateral guarantee between the UK trading companies. continued... -21- 9. Capital and reserves Reconciliation of movement in capital and reserves - Group Share Share Translation Revaluation Retained Total capital premium reserve reserve Earnings equity £000 £000 £000 £000 £000 £000 Balance at 1 April 2004 3,594 4,594 (1,002) 652 27,134 34,972 Total recognised income and expense - - (66) - 4,384 4,318 Issue of 1 4 - - - 5 shares Equity-settled share based payment transactions - - - - 108 108 Realisation of property gains of previous year - - - (187) 187 - Dividends - - - - (1,460) (1,460) --------------------------------------------------------------- Balance at 31 March 2005 3,595 4,598 (1,068) 465 30,353 37,943 =============================================================== Balance at 1 April 2005 3,595 4,598 (1,068) 465 30,353 37,943 Total recognised income and expense - - 1,474 - 1,438 2,912 Issue of shares 624 7,650 - - - 8,274 Share issue expenses - (375) - - - (375) Equity-settled share based payment transactions - - - - 121 121 Dividends - - - - (1,630) (1,630) ---------------------------------------------------------------- Balance at 31 March 2006 4,219 11,873 406 465 30,282 47,245 ================================================================ Reconciliation of movement in capital and reserves - Company Share Share Merger Revaluation Retained Total capital premium reserve reserve earnings parent equity £000 £000 £000 £000 £000 £000 Balance at 1 April 3,594 4,594 2,393 580 6,309 17,470 2004 Total recognised income and - - - - (1,727) (1,727) expense Issue of shares 1 4 - - - 5 Equity-settled share based payment transactions - - - - 58 58 Realisation of property gains of previous year - - - (187) 187 - Dividends - - - - (1,460) (1,460) ------------------------------------------------------------ Balance at 31 March 2005 3,595 4,598 2,393 393 3,367 14,346 ============================================================ Balance at 1 April 3,595 4,598 2,393 393 3,367 14,346 2005 Total recognised income and - - - - 893 893 expense Issue of shares 624 7,650 - - - 8,274 Share issue expenses - (375) - - - (375) Equity-settled share based payment transactions - - - - 76 76 Dividends - - - - (1,630) (1,630) ------------------------------------------------------------ Balance at 31 March 2006 4,219 11,873 2,393 393 2,706 21,584 ============================================================ continued... -22- Share capital Ordinary shares In thousands of shares 2006 2005 On issue at 1 April 71,892 71,882 Issued for cash 12,488 10 ------------------------- On issue at 31 March - fully paid 84,380 71,892 ========================= 2006 2005 £000 £000 Authorised Ordinary shares of 5p each 5,000 5,000 ======================== Allotted, called up and fully paid Ordinary shares of 5p each 4,219 3,595 ======================== During the year 548,207 ordinary shares of 5p were issued upon the exercising of Employee Share Options. 546,246 were granted on 1 October 2002, at an exercise price of £0.50 per share and 1,961 were granted on 1 October 2003 at an exercise price of £0.60. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. During the year the Company issued 11,940,298 5p ordinary shares for a consideration of £8m, settled in cash. Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of foreign operations, as well as from the translation of liabilities that hedge the Company's net investment in foreign subsidiaries. Dividends 2006 2005 £000 £000 Final paid 2005 - 1.41p (2004: 1.34p) per qualifying ordinary 1,014 964 share Interim paid 2006 - 0.73p (2005: 0.69p) per qualifying ordinary share 616 496 ------------------ 1,630 1,460 ================== After the balance sheet date dividends of 1.48p per qualifying ordinary share (2005: 1.41p) were proposed by the directors. These dividends have not been provided for. 10. Earnings per share Basic earnings per share The calculation of basic earnings per share at 31 March 2006 was based on the profit attributable to ordinary shareholders of £1,438,000 (2005: £4,384,000) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2006 of 77,516,115 (2005: 71,890,674), calculated as follows: Weighted average number of ordinary shares 2006 2005 Issued ordinary shares at 1 April 71,891,969 71,882,322 Effect of shares issued 5,624,146 8,352 ----------------------- Weighted average number of ordinary shares at 31 March 77,516,115 71,890,674 ----------------------- continued... -23- Diluted earnings per share The calculation of diluted earnings per share at 31 March 2006 was based on profit attributable to ordinary shareholders of £1,438,000 (2005: £4,384,000) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2006 of 77,639,682 (2005: 72,513,275), calculated as follows: Weighted average number of ordinary shares (diluted) 2006 2005 Weighted average number of ordinary shares at 31 March 77,516,115 71,890,674 Effect of share options on issue 123,567 622,601 ---------------------- Weighted average number of ordinary shares (diluted) at 31 March 77,639,682 72,513,275 ---------------------- 2006 2005 EPS EPS Earnings Basic Diluted Earnings Basic Diluted Profit for the financial year 1,438 1.86p 1.85p 4,384 6.10p 6.04p Adjustments: Goodwill Impairment 786 1.01p 1.01p - - - Restructuring costs 2,108 2.72p 2.72p - - - Profit on disposal of fixed assets - - - (384) (0.53p) (0.53p) Tax charge on adjusted items (632) (0.82p) (0.82p) 115 0.16p 0.16p -------------------------------------------------------------------------------- Adjusted earnings and EPS 3,700 4.77p 4.76p 4,115 5.73p 5.67p ================================================================================ The 'Adjusted diluted' earnings per share is detailed in the above table. In the Directors' opinion, this best reflects the underlying performance of the Group and assists in the comparison with the results of earlier years. 11. The financial information in this announcement which was approved by the Board of Directors and does not constitute the Company's statutory accounts for the years ended 31 March 2005 or 2006 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 following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under Section 237(2) of the Companies Act 1985. This preliminary announcement has been prepared in accordance with the accounting policies adopted under IFRS. The disclosures required by IFRS 1 "first-time adoption" of International Financial Reporting Standards" concerning the transition from UK GAAP can be found in our interim report for 2005, a copy of which can be found on our website www.trifast.com. 12. This statement is not being posted to shareholders. The Report & Accounts for the year ended 31 March 2006 will be posted to shareholders in July 2006. Further copies will be available from Nicky Kember at the Company's Registered Office: Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW. 13. The Annual General Meeting will be held on 28 September 2006 at 12.00 noon, at the Company's Registered Office as above. This information is provided by RNS The company news service from the London Stock Exchange

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