Driving Growth 2007 FKI plc Annual report FKI plc Annual report 2007 plc +44 (0)1509 612837 +44 (0)1509 +44 (0)1509 612339 +44 (0)1509 ww.fki.co.uk KI alcon Works alcon Works F w F F PO Box 7713 Meadow Lane Loughborough Leicestershire 1ZF LE11 T 01 Group at a glance Financial highlights 02 Chairman’s statement £1,330.9m Turnover (2006: £1,273.4m) Operating and financial review 04 Chief Executive’s introduction £100.6m Operating profit before special items 06 Lifting Products and Services 08 Energy Technology (2006: £100.0m) 10 FKI Logistex 12 Hardware £65.3m Profit before taxation from continuing operations 14 Outlook (2006: £70.5m) 15 Financial review Corporate social responsibility report £38.6m Cash flow from operating activities 21 Introduction (2006: £122.6m) 22 Social and ethical policy and practice 24 Health and Safety policy and practice £329.9m Net debt (2006: £304.7m) 27 The environment Governance 8.7p Adjusted earnings per share1 (2006: 9.7p) 32 Board of Directors 34 Corporate governance 4.5p Proposed dividend per share (2006: 4.5p) 37 Directors’ report 40 Remuneration report Group financial statements 51 Independent auditor’s report 52 Consolidated income statement 53 Consolidated balance sheet 55 Consolidated cash flow statement 56 Consolidated statement of recognised income and expense 57 Notes to the consolidated financial statements Company financial statements 107 Independent auditor’s report 108 Company balance sheet 109 Notes to the Company financial statements Other information 121 Five year record under IFRS 122 Five year record under UK GAAP 123 Key dates 123 Principal subsidiary undertakings 124 Corporate information 124 Shareholders’ information 1Adjusted earnings per share is calculated by dividing the operating profit/loss for the period, before special items, profit/losses on disposal of discontinued operations, fair value gains/losses on financial instruments and exchange gains/losses included within net finance costs and income and taxation related to those items by the weighted average number of shares in issue during the period. The profit/loss of discontinued operations is included as part of the profit for the year. A full reconciliation between the profit and loss used in the calculation of basic earnings per share and adjusted earnings per share is included in note 16 to the Financial Statements. Group at a glance FKI plc is a major international diversified engineering group. The Group is driven by value-based metrics, principally return on invested capital, and actively manages the strategy and performance of its businesses. The Group’s objective is to maximise the value of the portfolio as a whole and to deliver growth in shareholder value through increased focus on businesses that have superior and sustainable market positions in sizeable, attractive markets, leading brands and world-class technology. Lifting Products Energy Technology FKI Logistex Hardware and Services One of the top three in the World number one A major worldwide provider US number one in window world for wire and wire rope. independent supplier of of automated material hardware and storm and A world leader in fittings and turbogenerators and leading handling systems. screen door hardware. US lifting products. World supplier of other electricity number one in mechanisms number one in large shears. generating machinery for ergonomic solutions. and power infrastructure equipment. Turnover: Turnover: Turnover: Turnover: £434.2m £344.4m £372.6m £179.7m Businesses: Businesses: Businesses: Businesses: 01 FKI plc Gordon Page Chairman “This has been another year of good progress for the Group with improvement in operating performance and a further step forward in the strategic development of the business.” 02 FKI plc Chairman’s statement Chairman’s statement This has been another year of good progress for the Group The strategic review process announced with the interim with improvement in operating performance and a further results is now complete. Since the announcement in late step forward in the strategic development of the business. November of the launch of the review, extensive analysis and market testing have been undertaken by the Company The economic conditions facing the Group have been and advisers.The Board has concluded that the strategic somewhat mixed: those businesses supplying extractive direction that is likely to create the most value for our industries and energy have enjoyed buoyant demand, whilst shareholders is a progressive focus of the Group’s activities those supplying the US housing market have suffered from around the Lifting Products and Services and Energy a severe drop in US housing starts.The movement of the Technology businesses which will have a better growth Sterling/Dollar relationship in the year has adversely profile than the current Group as a whole, reduce affected the translation of profits. The overall effect of complexity and secure access to sufficient and flexible currency translation reduced operating profit before special financing to support business developments. items by £4.7 million which partly masks the progress made by the Group. Rising and volatile commodity prices, The process of separating Hardware and FKI Logistex particularly for copper and zinc, have adversely affected from the rest of the Group will be carried out as quickly operating margins and profits as businesses have been as possible, but may take up to eighteen to twenty-four unable to pass on all increases immediately. months.The balance between time and value will be carefully managed in the best interests of shareholders. Overall turnover from continuing businesses grew by 4.5% to £1,330.9 million (2006: £1,273.4 million) Your Board looks forward to further operating performance with operating profits before special items flat at improvement and driving the next stage of the strategic £100.6 million (2006: £100.0 million). Profit before tax plan. Demand in the energy and extractive industries from continuing activities decreased by 7.4% to £65.3 looks set to continue at high levels.The US housing market million (2006: £70.5 million) and adjusted earnings per continues to weaken and, despite market share gains by the share reduced by 10.3% to 8.7p (2006: 9.7p). businesses, may play a part in dictating more favourable timing for disposing of the Hardware business. During the year investment has been made in higher levels of working capital in order to support increased sales During the process of the strategic review the Company activity. Reported net debt at the end of the period was responded to expressions of interest for the potential £329.9 million, an increase in the year of £25.2 million. acquisition of the Group. Due diligence access was provided to a small number of parties with active Reflecting the Group’s underlying performance, the Board discussions continuing with one. In the light of this has proposed to pay a final dividend of 3.0p per share, process and the significant rise in the share price on bringing the total for the year to 4.5p per share the 31 May 2007, FKI announced that it had been approached same level as last year.The final dividend, if agreed in relation to an offer for the Company at around 130p by shareholders, will be paid on 5 October 2007 per ordinary share.The Board reiterates that there can be to shareholders on the register at 7 September 2007. no certainty that any offer will be made for the Company During the year the acquisition of Harrington Generators or the terms on which such offer will be made. was completed and the sale of four small businesses On behalf of the Board, I would like to thank all employees took place.This continues the process of active portfolio for their efforts and contribution over the last year. management, which since the start of the process in 2003 has resulted in the closure of five businesses, the sale of sixteen businesses and the acquisition of five businesses. 03 FKI plc Chairman’s statement Gordon Page Chairman Operating and financial review: Chief Executive’s introduction The year was one of mixed fortunes for the Group. Group operating profits before special items for Stronger than anticipated demand from the oil and gas continuing businesses grew slightly to £100.6 million. and mining sectors was reflected in excellent growth in Adjusting for the impact of currency translation, operating turnover and profits in the Lifting Products and Services profits before special items improved by 5.3%. and Energy Technology groups. Increased volumes and The growth of order books and turnover in the Group’s efficiencies continued to feed through to margins, heavy engineering activities increased levels of working with second half improvements in Energy Technology capital during the year, contributing to the year end very encouraging for future performance.As previously closing net debt at £329.9 million being higher than indicated, FKI Logistex reduced activity levels in the last year by £25.2 million.A replacement for the Group’s US airports sector and total turnover was down slightly revolving credit facility of £150 million, which matures on the previous year, with profits little changed. Overall in July, has been agreed post the year end at a reduced performance improved slightly, but was impacted by the level of £120 million. The new facility provides funding completion costs of a number of legacy projects.As also for working capital fluctuations throughout the year and, anticipated, the Hardware group’s performance reduced whilst marginally more expensive, gives improved significantly as a result of a dramatic decline in demand covenant headroom. for window hardware for US housing and was further impacted by the time lag between zinc input cost As planned last year, the Group has transferred surplus increases and their effective recovery in selling prices.