Final Results

Hill & Smith Hldgs PLC 16 March 2004 Hill & Smith Holdings PLC Preliminary results for the year ended 31 December 2003 Hill & Smith Holdings PLC ('the Group') has announced increased turnover, profits and dividends and a significant reduction in Group borrowings. The Group has reported that turnover rose by 13.6 per cent to Â£241.7 m and profit before taxation increased to Â£7.0 m, 7.4 per cent higher than the previous year. The proposed final dividend is 2.45p (2002: 2.40p), subject to shareholder approval, resulting in total dividends for the year of 4.60p (2002: 4.50p). The dividend is covered by adjusted earnings 2.5 times (2002: 2.6 times). Group cash flow was strongly positive and by 31 December 2003 net borrowings had reduced to Â£36.5 m (2002: Â£44.9 m), resulting in a significant improvement in gearing to 96 per cent (2002:125 per cent). Highlights Year ended Year ended 31 December 2003 31 December 2002 Turnover Â£241.7 m Â£212.7m Profit before taxation Â£7.0 m Â£6.5m Net borrowings Â£36.5 m Â£44.9m Dividends 4.6p 4.5p Earnings per share - adjusted 11.54p 11.79p Earnings per share - FRS 3 7.90p 6.45p Operating profit before exceptional items and goodwill amortisation was Â£13.6 m (2002: Â£14.0m) after charging additional pension costs of Â£1.0 m. Excluding the effect of these extra pension costs, underlying adjusted operating profit increased by 4.3 per cent and underlying adjusted earnings per share increased by 7.9 per cent. The Building and Construction Products division contributed 92 per cent of the Group's adjusted operating profit. The strategic acquisitions of Brifen and Mallatite Limited in 2002, both complementary businesses, have been fully integrated into the Group's operations. During the year, the Group entered into new bank financing arrangements, on more advantageous terms. Strongly positive cash flow resulted in a significant reduction in gearing. Chairman David Winterbottom said: 'Our infrastructure products businesses continued to make progress against a background of increased public expenditure, especially in the transport sector. 'Our market leading galvanizing business achieved a record throughput in the year and our modern facilities are well placed to take advantage of this growing market. 'We continue to concentrate our investment on the core infrastructure, building and construction businesses where we have significant market shares and where our product development programme is focused on the development of innovative solutions and products. 'The current year has started in line with our expectations and, subject to market conditions remaining favourable, I look forward to another satisfactory performance in 2004'. Ends Further information: Hill & Smith Holdings PLC David Grove Chief Executive 0121 704 7430 07973 325667 Quantum PR plc Edward Carter 0121 633 7775 07770 378097 Chairman's Statement General I am pleased to report another year of improvement in our underlying businesses in 2003. Turnover at Â£241.7 million was 13.6% ahead of the previous year which represented a mix of real organic growth and inflation due to rising steel prices. Operating profit before goodwill amortisation and exceptional items was Â£13.6 million compared with Â£14.0 million in the previous year representing a fall of 3.0%. However, if the additional pension scheme costs of Â£1.0 million are taken into account, the underlying figure improved by 4.3%. Profit before taxation increased from Â£6.5 million to Â£7.0 million. Following a further reduction in interest charges in 2003 the profit before exceptional items, goodwill amortisation and taxation was Â£9.8 million (2003: Â£10.0 million) representing a 1.9% fall but again, if the additional pension scheme costs are taken into account, the underlying performance improved by 8.5%. Adjusted earnings per share for the year were 11.54p (2002: 11.79p). This was adversely affected by the pension costs and represented a decline of 2.1%. Excluding the pension effect, adjusted earnings per share grew by 7.9%. Cash Flow and Gearing The Company's ability to generate healthy cash flow continued and the net debt at December 2003 was Â£36.5 million (2002: Â£44.9 million) representing gearing of 96% (2002: 125%). Operations Our infrastructure products businesses continued to make progress against a background of public expenditure programmes and our galvanising plants achieved a record throughput in the year. The acquisitions of Brifen and Mallatite Limited made in 2002 have now been fully integrated into our Group. Overall the Building and Construction Products division contributed 92% of our adjusted operating profit. Our progress during the year however was restrained by costs associated with the launch of new products and expenditure relating to our ongoing product development programme, which will provide enhanced contributions in the future. The Industrial Products division contributed 8% of our adjusted operating profit and we continue to manage these non-core businesses in an appropriate manner. During the year the loss-making Wombwell Foundry Limited was closed and the SI Pressure Instruments business was sold to a strategic purchaser. Dividends The Board is recommending a further increase in our dividend payment in line with our policy since 2001. A final dividend of 2.45p (2002: 2.40p) will be paid subject to shareholder approval making a total for the year of 4.6p (2002: 4.5p). The dividend is covered 2.5 times by adjusted earnings. Pensions As mentioned previously the Group has absorbed additional pension costs in 2003. At 31 December 2003 our FRS17 deficit after tax was Â£2.6 million which was similar to the December 2002 figure. Employees The business environment in which we operate becomes ever more demanding and competitive and I would like to thank all our employees for their significant contribution to our financial performance during the year. Our best wishes go to Howard Everett who was an Executive Director and Company Secretary. He left the Company at the end of the year having been with Hill & Smith Holdings PLC since 1990. Outlook Our strategy and focus remain unchanged and we continue to concentrate our future investment into the building and construction businesses where we have significant market shares. The current trading period has started in line with our expectations and subject to market conditions remaining favourable I look forward to another satisfactory performance in 2004. David Winterbottom Chairman 16 March 2004 Operational Review Further progress was made by the majority of our operating companies during 2003, particularly in the area of our core competencies where we have significant market shares. We continued to develop and launch new products to complement our current portfolio in response to our perceived requirements from the markets we supply. Our new and improved product development pipeline will be the engine for further growth together with strategic acquisitions when the opportunities arise. Building and Construction Products Turnover was substantially ahead during the year at Â£203.4 million (2002: Â£162.7 million) as sales prices were increased in response to rising raw material input costs. In addition there was a full year contribution from the two acquisitions made in 2002 and new contract wins. However operating profits fell from Â£13.3 million in 2002 to Â£12.5 million in 2003. If the effect of the increased pension contributions is taken into consideration the 2003 outcome would have been similar to 2002. The lack of progress at operating profit level was further hampered by poor performances from two of our businesses. These issues have already been addressed and we are confident that these businesses will respond positively. The Infrastructure Products Group ('IPG') continued successfully to market its various brands and products in a cohesive manner to common customers and capitalise on its excellent reputation for service, delivery and quality. We are continually improving our products and developing new products to complement our present range. Our product development programme is totally focused on the launch of new innovative solutions to enhance the safety of our roads and improve traffic flows wherever possible. It is a sad fact that approximately ten people per day are killed on our roads in the UK and many more suffer serious injury. The problems with traffic congestion are well documented and represent opportunities for our product development and acquisition strategy. These challenges will continue to test our resourceful and innovative approach as the number of road vehicles continues to increase in both our domestic and export markets. We have entered into a number of term maintenance agreements with major contractors in order to respond to their servicing requirements. Our temporary crash barrier rental fleet of Varioguard products was increased further during the year in response to further demand from highways applications. Further improvements to this product were made including a new interlocking mechanism which enables this product to be installed at a rate of over 400 metres per hour. In 2002 we made two acquisitions - Brifen (wire rope safety restraint systems) and Mallatite (lighting columns). These businesses were an excellent strategic fit and have been fully integrated into the IPG portfolio. We have further developed Brifen's export potential and licensing opportunities and we have recently successfully tested the product for the American market. Mallatite commenced the supply of lighting columns on the Sunderland PFI contract and two further PFI contracts at Islington and Wakefield have now been secured. Major contracts completed during the year included barrier systems on the M8 in Scotland, off-road barrier solutions for Asda and Sainsbury's and the first installation of our new Supercor Multiplate product over the East Coast Main Line at Stockton-on-Tees. Our export business also increased during the year and included a contract for the supply of our crash barrier system to Jamaica. Our market leading galvanising businesses, which now represent 26% of the UK market, had a record year and processed well in excess of 200,000 tonnes. During the year there were significant cost increases which affected the whole industry and over which we had little control. However, the continued investment programme in our major facilities is providing a solid base for servicing the market and meeting customer expectations. The UK market for galvanized components continues to grow and our modern facilities are well placed to take advantage of this in the future. The remaining businesses in this division had a mixed year. Much improved performances were achieved by Birtley Building Products and Express Reinforcements against a competitive market background. Birtley is now the only producer of the technically superior post galvanised steel lintel and its residential door business made further progress in the year. Express was affected by surging demand from the Terminal 5 contract and managing this level of activity challenged the management team to new highs. The new Rollmat reinforcing bar product was launched by Express during the year and has been extensively utilised on the Terminal 5 project where this product has speeded up the traditional process for laying down reinforcing bar. Redman Fisher had a difficult year which necessitated restructuring and management changes. The new management team has now been installed and they are starting to deliver an improved performance. Ash & Lacy Building Systems had a buoyant year in its traditional markets but its profits were adversely affected by the start-up costs of a new product range, which however, offers the prospect of substantially larger market and profit opportunities in the future. All the companies in the Building and Construction Products division were affected by steel price increases during the year and the necessity to pass these increases on to our customers. We have managed these problems extremely well and further steel price increases are in the pipeline during 2004 owing to unprecedented increases in demand from China and the capacity constraints of the declining European steel industry. The whole of this division continues to cross sell our various products and services on major projects in the UK. These included the M8/A8 upgrade in Scotland, A2/M2 Medway Bridge in Kent, the Channel Tunnel Rail Link and Terminal 5 at Heathrow Airport. Industrial Products In 2003 sales of Â£38.3 million (2002: Â£50.0 million) were achieved, resulting in profits of Â£1.1 million (2002: Â£0.7 million). This division performed with considerable credit against a background of poor market conditions. As indicated in last year's review, Wombwell Foundry was closed in 2003 and the majority of exceptional costs relate to the termination of this loss-making business. On a more positive note SI Pressure Instruments was disposed of during the year to a strategic purchaser for a price equivalent to turnover. Also, following the closure of its US operation, Pipe Supports returned to profitability during the year and we are now actively expanding our low cost Thailand operation. Our stockholding and other commodity based operations continued to generate cash although profitability was limited by poor market conditions. The other smaller businesses in this division continue to exploit niche market opportunities and, following a significant marketing effort, Bromford Iron and Steel outperformed our expectations. In general terms this division, although not core to the Group's activities continues to generate good cash flows. Conclusion Our construction and building products businesses continue to win new business at a healthy rate. Many of our products are cross sold on both major infrastructure projects and smaller more localised construction sites. Wherever possible our new products aim to be technically superior to our competition and also offer cost saving opportunities to our customers. We remain disciples of the philosophy 'innovate or die' and look forward to delivering an improved performance in 2004 from our robust and ever strengthening business units. David Grove Chief Executive 16 March 2004 Financial Review These results cover the twelve months to 31 December 2003. They include for the first time a full year's contribution from Mallatite which we acquired in August 2002 and only minor contributions from SI Pressure Instruments and Wombwell Foundry which were respectively sold and closed during the year. Summary of Results The year's results were characterised by a strong growth in sales but with a reduction in gross margins and higher overheads, including a substantial increase in net pension and social security costs. Operating cash flow remained strong. Group turnover increased by 13.6% to Â£241.7 million (2002: Â£212.7 million). This growth arose from our core Building and Construction Products division where sales increased by 25.0% to Â£203.4 million (2002: Â£162.7 million). Most of this increase was due to further expansion of our infrastructure product and steel reinforcing operations, including the Heathrow T5 project. In contrast, sales by the Industrial Products division fell 23.5% to Â£38.3 million (2002: Â£50.0 million). Â£7.6 million and 15.2% of this decrease was attributable to SI Pressure Instruments and Wombwell Foundry, as mentioned above. Excluding this effect, the underlying like for like decline was Â£4.1 million or 8.3% which reflects the continuing difficult market conditions for these businesses. The higher overheads include an increase in net pension costs of Â£1.0 million arising from the new actuarial valuations of our two Group schemes. Overall Group adjusted operating profit before exceptional items and goodwill amortisation fell marginally to Â£13.6 million (2002: Â£14.0 million). However, adjusting for the effects of the higher net pension costs, underlying adjusted operating profits grew by 4.3%. Net exceptional charges amounted to Â£1.2m. This included a charge of Â£1.8 million in respect of the termination of operations, primarily the costs of closing Wombwell Foundry Limited which we advised in last year's report. We also completed the sale of the SI Pressure Instruments business which gave rise to a gain of Â£0.5 million and we generated a further profit of Â£0.1 million from the sale of surplus properties. Interest Interest costs fell 5.9% to Â£3.8 million (2002: Â£4.0 million) mainly as a result of lower average net borrowings, with adjusted interest cover improving to 3.6 times (2002: 3.5 times). Taxation The effective tax rate on profits before exceptional items and goodwill amortisation was 27.6% compared to the standard rate of 30%, mainly as a result of adjustments relating to prior years. Earnings per share Adjusted earnings per share before exceptional items and goodwill amortisation amounted to 11.54p, a reduction of 2.1% compared to last year. Excluding the effects of the increase in pension costs, underlying adjusted earnings per share grew by 7.9%. Dividends In line with our progressive dividend policy, we again propose to increase the level of the distribution to shareholders. The proposed final dividend, together with the interim dividend already paid, makes a total for the year of 4.6p per share and represents an increase of 2.2% from last year. Based on adjusted earnings, this level of dividend is covered 2.5 times. Financing and borrowings The year saw a further strengthening in our financial position. Year end net borrowings fell to Â£36.5 million (2002: Â£44.9 million) and net assets increased to Â£38.0 million (2002: Â£35.9 million) resulting in year end gearing of 96% (2002: 125%). The year end borrowing position was boosted by strong seasonal cash flow effects and by some special one-off factors, in particular Â£5.3 million of advance payments received in connection with our Terminal 5 Joint Venture. Despite the large increase in turnover we again reduced working capital. We also maintained our programme of capital expenditure, investing a total of Â£6.5 million, Â£0.9 million in excess of depreciation. During the year we reorganised our borrowing arrangements through a new Â£67.5 million five year term and revolving credit facility with a group of leading banks. With additional overdraft and hire purchase facilities we have substantial financing resources to support our programme of organic growth and corporate development. Pensions Increases in inflation expectations offset most of the beneficial effects from the partial recovery in equity asset values. As a result our year end net FRS17 funding deficit remained at Â£2.6m. International Financial Reporting Standards European listed groups are required to adopt International Financial Reporting Standards ('IFRS') for their financial statements from 2005, including comparative information for 2004. The Group is assessing the impact of IFRS on its published financial statements on an ongoing basis, as the standards are themselves evolving. Chris Burr Finance Director 16 March 2004 Group Profit and Loss Account For the year ended 31 December 2003 Year ended 31 December 2003 Year ended 31 December 2002 Notes Before Exceptional Goodwill Total Before Exceptional Goodwill Total exceptional items amortisation exceptional items amortisation items and (see items and goodwill note goodwill amortisation 2) amortisation Â£000 Â£000 Â£000 Â£000 Â£000 Â£000 Â£000 Â£000 Turnover 1 241,665 - - 241,665 212,740 - - 212,740 Operating profit 1 13,581 (5) (1,630) 11,946 14,008 (916) (1,744) 11,348 Profit on sale of business - 540 - 540 - - - - Profit on sale of properties - 85 - 85 - 223 - 223 Loss on termination of operations - (1,851) - (1,851) - (1,098) - (1,098) Profit on ordinary activities before interest 1 13,581 (1,231) (1,630) 10,720 14,008 (1,791) (1,744) 10,473 Net interest payable (3,755) - - (3,755) (3,989) - - (3,989) Profit on ordinary activities before taxation 9,826 (1,231) (1,630) 6,965 10,019 (1,791) (1,744) 6,484 Tax on profit 3 (2,712) 598 16 (2,098) (2,809) 221 45 (2,543) Profit on ordinary activities after taxation 7,114 (633) (1,614) 4,867 7,210 (1,570) (1,699) 3,941 Minority interests (3) - - (3) 3 - - 3 Profit for the year 7,111 (633) (1,614) 4,864 7,213 (1,570) (1,699) 3,944 Dividends (2,838) (2,760) Retained profit for the year 2,026 1,184 All results relate to continuing operations Earnings per share 4 11.54p (1.03p) (2.61p) 7.90p* 11.79p (2.57p) (2.77p) 6.45p* Diluted earnings per share 4 11.46p (1.02p) (2.60p) 7.84p* 11.75p (2.56p) (2.77p) 6.42p* * FRS 3 Group Balance Sheet As at 31 December 2003 31 December 31 December 2003 2002 Â£000 Â£000 Fixed assets Intangible assets 27,240 30,350 Tangible assets 41,437 42,748 Investments 25 125 ---------- ---------- 68,702 73,223 Current assets Properties held for resale 1,407 1,365 Stocks 23,641 23,410 Debtors: due after one year 6,583 6,183 Debtors: due within one year 47,226 49,562 ---------- ---------- 53,809 55,745 Cash and deposits 14,323 12,811 ---------- ---------- 93,180 93,331 Creditors: amounts falling due within one year Borrowings and finance leases (10,370) (10,377) Other creditors (66,768) (65,774) ---------- ---------- (77,138) (76,151) Net current assets 16,042 17,180 Total assets less current liabilities 84,744 90,403 Creditors: amounts falling due after one year Borrowings and finance leases (40,438) (47,304) Provisions for liabilities and charges (6,318) (7,208) ---------- ---------- Net assets 37,988 35,891 ====== ====== Share capital and reserves Called up share capital 15,424 15,391 Share premium 3,423 3,367 Capital redemption reserve 238 238 Revaluation reserve 739 733 Other reserves 4,313 4,313 Profit and loss account 13,809 11,806 ---------- ---------- Equity shareholders' funds 37,946 35,848 Equity minority interests 42 43 ---------- ---------- 37,988 35,891 ====== ====== Group Cash Flow Statement For the Year Ended 31 December 2003 Notes Year ended Year ended 31 December 31 December 2003 2002 Â£000 Â£000 Net cash flow from operating activities 5a 20,925 26,145 Returns on investments and servicing of finance 5b (4,040) (4,383) Taxation (1,182) (432) Capital expenditure and financial investment 5c (4,230) (5,545) Acquisitions and disposals 5d 1,031 (5,455) Equity dividends paid (2,759) (2,044) ---------- ---------- Cash flow before financing 9,745 8,286 Financing Issue of new shares 89 49 Loan advances 50,406 5,976 Loan repayments (57,539) (6,423) Redemption of loan notes (328) (341) Proceeds from new finance leases secured on - 1,126 existing assets Repayments of capital element of finance leases (861) (526) ---------- ---------- (8,233) (139) ---------- ---------- Increase in cash in the year 1,512 8,147 ====== ====== Reconciliation of net cash flow to movement in net debt Increase in cash 1,512 8,147 Cash outflow from borrowings 8,322 188 ---------- ---------- Change in net debt resulting from cash flows 9,834 8,335 New finance leases (1,414) (180) Amortisation of arrangement fees (35) - Loan notes issued as part of acquisition - (889) ---------- ---------- Movement in net debt in the year 8,385 7,266 ---------- ---------- Net debt at the start of the year 5e (44,870) (52,136) ---------- ---------- Net debt at the end of the year 5e (36,485) (44,870) ====== ====== Statement of Group Total Recognised Gains and Losses For the Year Ended 31 December 2003 Year ended Year ended 31 December 31 December 2003 2002 Â£000 Â£000 Profit for the year 4,864 3,944 Currency translation differences on overseas net investments (17) (84) ---------- ---------- Total recognised gains and losses relating to the year 4,847 3,860 ====== ====== Note of Consolidated Historical Cost Profits and Losses For the Year Ended 31 December 2003 There is no material difference between the results as shown in the profit and loss account and their historical cost equivalent. Reconciliation of Movement in Shareholders' Funds For the Year Ended 31 December 2003 Year ended Year ended 31 December 31 December 2003 2002 Â£000 Â£000 Profit for the year 4,864 3,944 Dividends (2,838) (2,760) ---------- ---------- 2,026 1,184 Other recognised net gains and losses relating to the year (17) (84) New ordinary share capital issued 89 400 ---------- ---------- Net increase in shareholders' funds 2,098 1,500 Shareholders' funds at the start of the year 35,848 34,348 ---------- ---------- Shareholders' funds at the end of the year 37,946 35,848 ====== ====== Notes to the Financial Statements 1. Segmental Information Year ended 31 December 2003 Year ended 31 December 2002 Turnover Operating Profit Net Turnover Operating Profit Net profit* before assets profit* before assets interest and interest and tax tax Â£000 Â£000 Â£000 Â£000 Â£000 Â£000 Â£000 Â£000 Building and Construction Products 203,403 12,502 10,583 39,764 162,743 13,305 12,175 38,136 Industrial Products 38,262 1,079 137 12,447 49,997 703 (1,702) 18,475 Total Operations 241,665 13,581 10,720 52,211 212,740 14,008 10,473 56,611 Tax and dividends (9,904) (8,939) Long term debtors and other 4,926 2,739 provisions Net borrowings (36,485) (44,870) Goodwill 27,240 30,350 --------- Total Group 37,988 35,891 By geographical origin UK 240,448 13,443 10,673 37,304 209,230 14,072 10,524 35,203 Rest of World 1,217 138 47 684 3,510 (64) (51) 688 Total 241,665 13,581 10,720 37,988 212,740 14,008 10,473 35,891 Turnover by geographical destination UK 220,508 192,428 Rest of Europe 11,864 10,818 Asia 2,446 3,008 USA 1,135 4,243 Rest of World 5,712 2,243 Total 241,665 212,740 * Operating profit is stated before exceptional items and goodwill amortisation. 2. Exceptional Items Exceptional items charged to operating profit represent business reorganisation costs net of a credit of Â£750,000 arising from the release of a provision for potential environmental costs no longer deemed necessary together with Â£418,000 write-back of a previous over-impairment of fixed assets. The profit on sale of business relates to the sale of the business and certain assets and liabilities of SI Pressure Instruments Limited. The loss on termination of operations relates primarily to the cost of closure of Wombwell Foundry Limited. 3. Taxation Year ended Year ended 31 December 31 December 2003 2002 Â£000 Â£000 UK corporation tax on profits of the year 1,315 2,330 Adjustments in respect of prior periods (136) (250) Foreign tax 22 33 --------- --------- 1,201 2,113 Deferred taxation: origination and reversal of timing differences Current year 1,046 514 Adjustments in respect of prior periods (149) (84) ---------- ---------- 2,098 2,543 ====== ====== 4 Earnings per share The weighted average number of shares in issue during the year was 61,608,085 (2002: 61,157,774), diluted for the effects of outstanding share options 62,076,036 (2002: 61,399,912). Earnings per share have been calculated on earnings of Â£4,864,000 (2002: Â£3,944,000) and adjusted earnings per share before exceptional items and goodwill amortisation on earnings of Â£7,111,000 (2002: Â£7,213,000). Earnings per share before exceptional items and goodwill amortisation have been shown because the Directors consider that this gives a more meaningful indication of the underlying performance of the Group. 5. Notes to the Cash Flow Statement Year ended Year ended 31 December 2003 31 December 2002 Before exceptional Exceptional Total Total items and items and goodwill goodwill amortisation amortisation Â£000 Â£000 Â£000 Â£000 (a) Reconciliation of operating profit to net cash inflow from operating activities Operating 13,581 (1,635) 11,946 11,348 profit Depreciation 5,497 122 5,619 8,085 Amortisation - 1,630 1,630 1,744 of goodwill Payments on - - - (193) the termination of business (Profit) on (160) - (160) (64) sale of fixed assets Change in working capital: Stocks (818) 245 (573) (4,696) Debtors 3,299 (213) 3,086 (299) Creditors and (132) (491) (623) 10,220 provisions 2,349 (459) 1,890 5,225 Net cash 21,267 (342) 20,925 26,145 inflow from operating activities (b) Returns on investments and servicing of finance Interest 417 211 received Interest (4,303) (4,509) paid Interest (154) (85) element of finance lease rentals (4,040) (4,383) (c) Capital expenditure and financial investment Purchase of (5,442) (7,146) fixed assets Sale of fixed 1,212 1,601 assets (4,230) (5,545) (d) Acquisitions and disposals Purchase of - (3,781) subsidiary undertakings and businesses Sale of 2,882 - businesses (net of disposal costs) Net overdraft - (1,674) acquired Termination of (1,851) - businesses 1,031 (5,455) (e) Analysis of net debt 31 December Cash Flow Other non- 31 December 2002 Â£000 cash changes 2003 Â£000 Â£000 Â£000 Cash at bank and in hand 12,811 1,512 - 14,323 Debt due within one year (9,783) 255 (35) (9,563) Debt due after one year (45,575) 7,206 - (38,369) Finance leases (2,323) 861 (1,414) (2,876) Net debt (44,870) 9,834 (1,449) (36,485) Notes 1 The proposed final dividend will be paid on 13 July 2004 to shareholders on the register on 11 June 2004 (ex-dividend date 9 June 2004). 2 The financial information set out in this preliminary announcement does not constitute the company's statutory accounts for the year ended 31 December 2003 or the year ended 31 December 2002. Statutory accounts for 2002 have been delivered to the Registrar of Companies and those for 2003 will be delivered following the Company's Annual General Meeting. The auditor has reported on those accounts; its reports were unqualified and did not contain statements under Section 237(2) or (3) of the Companies Act 1985. 3 The Annual Report will be posted to shareholders on 8 April 2004, and will be available from the Registered Office at 2 Highlands Court, Cranmore Avenue, Shirley, Solihull, B90 4LE. 4 The Annual General Meeting will be held at The National Motorcycle Museum, Solihull at 10.30 a.m. on Tuesday 18 May 2004. Financial calendar: Annual General Meeting 18 May 2004 Payment of proposed final dividend 13 July 2004 Interim results announcement for the period to 30 June 2004 September 2004 Payment of interim dividend January 2005 6 This preliminary announcement of results for the year ended 31 December 2003 was approved by the Directors on 16 March 2004. This information is provided by RNS The company news service from the London Stock Exchange

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