Final Results

Elementis PLC 27 February 2003 PRESS INFORMATION 27 February 2003 ELEMENTIS plc PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2002 • Sales on continuing operations down 7 per cent to £364.9 million (2001: £392.9 million) • Operating profit on continuing operations up 63 per cent to £20.5 million* (2001: £12.6 million*+) • Profit before tax up 36 per cent to £19.7 million* (2001: £14.5 million*+) • Earnings per share up 17 per cent to 3.4 pence* (2001: 2.9 pence*+) • Net year end borrowings down 6.5 per cent to £37.4 million (2001: £40.0 million) • Net year end gearing 12.0 per cent** (2001: 9.6 per cent**+) • Basic (loss)/earnings per share (7.1) pence *** (2001: 1.0 pence***) * before goodwill amortisation and exceptionals ** ratio of net borrowings to shareholders' funds plus net borrowings *** basic (loss)/earnings per share after goodwill amortisation and exceptionals, primarily in respect of the restructuring charge for Corpus Christi previously announced in November 2002 + results of prior periods restated to reflect adoption of FRS17 'Retirement Benefits' and FRS19 'Deferred Tax' Geoff Gaywood, Chief Executive of Elementis plc, said: 'For Elementis, 2002 was a year of strategic action. Aggressive cost management and the successful Six Sigma programme delivered systematic cost reduction and three non-core businesses were exited. Investments for growth were made in a new ERP system, in Pigments & Specialties plants in the strategically important Chinese market, and in our Specialties business development capabilities. Structural over-capacity in the chromium industry was addressed through the rationalisation of our US chromium site and the acquisition of OxyChem's chromium business. 'In a year of flat demand and broad competitive pressure, Elementis improved its financial performance considerably and installed key strategic profit growth drivers; operating profit before goodwill amortisation and exceptionals increased 63 per cent. The ability to maintain strong cash generation and a healthy balance sheet in an economic downturn has been demonstrated and the process of transforming Elementis into a leading specialty chemicals company is underway. 'Given the uncertain global economic outlook and continuing pressure on chromium chemicals pricing, Elementis nevertheless expects to improve its cost base further and strengthen its market positions'. - Ends - An interview with Geoff Gaywood in video/audio format can be viewed on www.elementis.com and www.cantos.com from 0700 hours GMT. Enquiries Elementis 01784 224212 Geoff Gaywood Chief Executive Brian Taylorson Finance Director Anna Passey Head of Corporate Communications Brunswick 020 7404 5959 Andrew Fenwick Fiona Fong Overview The Board is pleased to report an operating profit, before goodwill amortisation and exceptionals, on continuing businesses of £20.5 million, an improvement of 63 per cent on 2001. Earnings per share on the same basis increased 17 per cent to 3.4 pence. This has been accomplished, despite a 7 per cent decline in sales from continuing operations to £364.9 million, by systematic cost management and higher productivity, helped by lower energy costs. While overall volumes have been maintained, lower prices for chromium chemicals and the effect of currency movements caused most of the sales decline. Operating cash flow was marginally ahead of last year at £38.0 million and net borrowings were reduced by £2.6 million to £37.4 million. This was achieved after taking account of acquisition expenditure of £28.2 million. The Elementis Six Sigma programme has delivered benefits exceeding £3.0 million during 2002, and expectations are that this will continue in 2003. Capital expenditure was down 26 per cent to £12.4 million, excluding £3.8 million expenditure on the Enterprise Resource Planning (ERP) programme, at 68 per cent of depreciation. Exceptional items were £40.4 million mainly attributable to the restructuring charge for the rationalisation of the chromium operations in Corpus Christi, Texas, as previously announced. As a result, basic earnings per share, after goodwill amortisation and exceptionals in 2002 was a loss of 7.1 pence (2001: earnings of 1.0 pence). Safety performance improved modestly in 2002, but not to the satisfaction of the Board or management, and additional emphasis is being given to bring performance up to the level of the industry's leaders. Environmental non-compliances were reduced substantially. The ERP programme, which will provide a platform for operational excellence, best practice business processes and knowledge transfer, was authorised and is progressing as planned towards its first business implementation in the second half of 2003. The total investment will be £13.0 million, with annualised cost saving benefits amounting to £3.5 million by the time implementation is complete in all businesses in mid 2004. 2002 has been a year of strategic action, with good progress made in the implementation of the growth strategy outlined in the 2001 Annual Report and further elaborated at the half year. Three non-core businesses were exited. Investments for growth were made in the new ERP system, in Pigments & Specialties plants in the strategically important Chinese market, and in our Specialties business development capabilities. Structural over-capacity in the chromium industry was addressed through the rationalisation of our US chromium site and the acquisition of the chromium chemicals business of Occidental Chemicals Corporation (OxyChem). Dividends and issue of redeemable B shares The Board did not declare an interim dividend and, similarly, is not proposing a final dividend. Instead, it will continue with the programme, started in 2000, of issuing and redeeming redeemable B shares. The total nominal value of redeemable B shares issued to shareholders during 2002 was 2.1 pence per ordinary share. The Board intends to issue further redeemable B shares to ordinary shareholders on the register on 28 April 2003, such that they receive redeemable B shares with a total nominal value of 1.1 pence for each ordinary share held. This compares with 1.0 pence for the comparable issue last year. This will be coupled with an offer to redeem these new shares for cash at their nominal value on 2 May 2003. A further offer will also be made to existing holders of redeemable B shares to redeem these shares for cash at their nominal value on 2 May 2003. By not paying dividends on ordinary shares in 2002, Elementis has recovered £1.5 million of advance corporation tax previously paid. Outlook Given the uncertain global economic outlook and continuing pressure on chromium chemicals pricing, Elementis nevertheless expects to improve its cost base further and strengthen its market positions. Business review Divisional highlights For the year ended 31 December 2002 2002 2001 Operating Operating Operating Operating profit profit profit profit before after before after goodwill goodwill goodwill goodwill amortisation amortisation amortisation amortisation and and and and exceptionals exceptionals Sales exceptionals exceptionals Sales restated* restated* Continuing operations Chromium 109.0 3.7 (35.8) 126.9 2.6 2.6 Pigments & Specialties 225.0 18.7 0.7 228.0 10.8 (3.2) Specialty Rubber 37.8 (2.0) (2.7) 46.0 (0.9) (1.4) Associates - 0.1 0.1 - 0.1 0.1 Group - - - - - (4.6) Inter-group (6.9) - - (8.0) - - ----------- ----------- ----------- ----------- ----------- ----------- 364.9 20.5 (37.7) 392.9 12.6 (6.5) =========== =========== =========== =========== =========== =========== * results of prior period restated to reflect adoption of FRS17 'Retirement Benefits' and FRS19 'Deferred Tax' Chromium Global demand for chromium chemicals in the first half of the year was flat compared to the average of 2001, but declined in the second half due to a severe down-turn in demand for gas turbine engines and steel mill refractories. Demand from the wood treatment sector held up as expected. Elementis maintained its market share, improving its position in higher return sectors. Competition was fierce, driving prices down almost 10 per cent, particularly in the second half of the year. Three competitors closed down their plants in 2002, in addition to the rationalisation of the Elementis Corpus Christi, Texas operation, reducing global production capacity by around 13 per cent. Sales contracted by 14 per cent to £109.0 million, on 2 per cent lower dichromate equivalent tonnage. Lower chromium chemicals prices reduced sales by £12.6 million and the balance of the sales decline was due to currency movements and volume. The specially developed granular chromic acid product CA21 was recognised with the Queen's Award for Innovation in May, and continued to show strong growth in global markets. Operating profit before exceptionals grew 42 per cent to £3.7 million due to strong cost reduction performance. Offsetting the negative impacts of pricing and volume, energy cost savings contributed £4.6 million, the Six Sigma efficiency programme £2.0 million and other operating efficiencies £3.5 million. As previously stated, in February 2002 the EPA announced restrictions on the use of CCA as a wood preservative for consumer use in the US, to be effective by 2004. Elementis Chromium supplies chromic acid, which acts primarily as a binding agent, to producers of CCA. As expected, this announcement did not affect sales in 2002, and the EPA has not yet announced its final position. In response to the market situation created by the EPA's actions, Elementis acquired the chromium chemicals business of OxyChem, the only other US producer, for £26.9 million cash and up to £3.8 million deferred consideration depending on future business performance. The transaction was completed on 6 December 2002. The manufacturing facility acquired at Castle Hayne, North Carolina, US is the world's second largest after Elementis Chromium's plant at Eaglescliffe, UK, and is a first class operation in every respect. As a result of the EPA's actions, Elementis Chromium estimates that global sales of the combined business could be adversely affected by around 13 per cent by 2004 compared to an estimate of 15 per cent prior to the acquisition. Rationalisation of the Elementis Chromium Corpus Christi, Texas, US site was undertaken shortly after completion of the transaction for a one-time restructuring charge of £5.1 million. The chromic acid plant was closed and the dichromate unit mothballed with the loss of around 60 jobs and an impairment charge of £35.4 million was recorded against the net book value of existing assets. Annualised operational savings are now expected to be at least £13.0 million, of which at least half is expected to be achieved in 2003. The transaction and integration of the business was completed with minimal disruption and has responded to the adverse effects of the EPA's announced restrictions on CCA's by creating a single low cost North American producer able to compete more effectively against low cost imports in North and South America. Pigments & Specialties Elementis continues to report the financial performance of its Pigments & Specialties businesses combined in order to avoid publishing data of potential value to its major competitors, none of whom report the performance of those businesses separately. Sales in Pigments & Specialties fell by just over 1 per cent to £225.0 million. Currency movements and the exit from non-core businesses reduced sales by around 4 per cent. This offset organic growth of 3 per cent, which was due to modest improvement in the North American coatings sector and strong performance in Asia-Pacific. Operating profit before goodwill amortisation and exceptionals increased by 73 per cent to £18.7 million as a result of comprehensive management of fixed and variable costs, including £1.0 million from the Six Sigma programme, £1.6 million in reduced energy costs and £4.2 million from operating efficiencies. Demand for iron oxide pigments in the coatings and construction sectors served by Elementis Pigments grew at around 3 per cent in North America and in Asia-Pacific, while the European market was flat. Demand for metal carboxylate driers grew in line with the coatings market, but zinc oxide use in the UK declined as the tyre industry continued to migrate to Eastern Europe. Elementis Pigments staged a strong recovery from the previous year, raising iron oxide pigment sales volume by 5 per cent by improving its share of higher margin products and showing strong growth in Asia-Pacific, while prices declined by 2 per cent. The plant in Shenzhen, China, achieved record production levels and an investment of £0.6 million was authorised to raise capacity there by an additional 60 per cent. Carboxylate sales grew 13 per cent, while zinc oxide declined by 6 per cent. At constant currencies, sales excluding the anhydrous aluminium chloride (AAC) business, which was sold during the year, increased by 3 per cent. The operating loss reported last year, which was exacerbated by temporary plant closures, was eliminated. The 2002 result benefited from continued improvement in costs, including Six Sigma benefits, labour productivity, purchasing and energy savings, and a shift in manufacturing mix towards Shenzhen production. A strategic review of the Birtley, UK facility was completed, resulting in the decision to cease iron oxide milling and commodity zinc oxide production on the site, with the loss of around 65 jobs. An exceptional charge of £4.5 million was taken in 2002, and the closures have been completed. Production of zinc oxide nano-particles and metal carboxylates will continue as will sales, technical services and distribution of iron oxide pigments, and the site is expected to return to profitability in 2003. In a further move to refine the Elementis Pigments product portfolio, the non- core AAC business was sold in October for £1.7 million and an exceptional loss of £2.1 million was recorded. An investment of £10.0 million in a world-scale particle manufacturing and finishing facility to be built at a new site in Taicang, near Shanghai, China, was announced in December. The new wholly owned plant will produce technically advanced products for the Asia-Pacific and European markets. Construction will start this year and commissioning is expected in 2004. Demand for rheological additives in the coatings sectors served by Elementis Specialties grew in line with global GDP, with aqueous based product applications continuing to outgrow non-aqueous. The inks market stabilised after a steep decline in 2001, but continues to move away from organoclays towards aqueous products. Global demand in drilling muds fell, despite firmer oil and gas prices. The drilling rig count, a rough measure of oil field activity, decreased 19 per cent from 2001, but deep water and deep well drilling, which require high performance additives of the type produced by Elementis Specialties, continued to grow. Demand in the personal care sector recovered well, but household products remained flat. In other industrial sectors served by Elementis Specialties, adhesives, sealants, construction and telecommunications markets declined, whereas pressure sensitive adhesives continued to grow. Elementis Specialties delivered a 3 per cent volume increase in rheological additives overall, outperforming the market in aqueous coatings, oil field and consumer markets, partially offset by withdrawal from unprofitable business in inks. At constant currencies, sales excluding the paint business sold during the year, increased by 2 per cent. Operating profit improved over the previous year mainly due to Six Sigma benefits and tight cost control. Innovation, R&D, licensing and business development resources have been significantly expanded with a view to achieving substantially higher organic growth in the future. The Innovation Board, which comprises external academic and business experts who will identify and drive innovative technologies, is now in place. A new venture to produce organoclays for the rapidly expanding Chinese and Asian markets has been established in Changxing, near Nanjing, China. The plant, which is being acquired from a local producer of raw materials, is already in production and currently nearing completion of upgrading and expansion work. The Elementis Specialties portfolio was refined in July by the sale of its small non-core paint business for £0.4 million, resulting in an exceptional loss on sale of £0.8 million. Among the new products introduced in 2002 were Bentone(R) 42, a proprietary heat resistant thickener for use in high temperature well sites and Benathix(R) Plus, a specialty organoclay exhibiting superior sag resistance and ease of dispersion for the polyester laminating resin market. Both products secured commercial sales during the year. Specialty Rubber Demand for abrasion resistant rubber linings in heavy equipment for the global mining industry, the staple market for Linatex, fell in 2002 as investment declined, most notably in North America. Demand for Linatex products in the sand and gravel handling sector of the construction industry also fell, with the exception of China. Other industrial applications were also generally weak. Sales reduced by 18 per cent to £37.8 million, with the exit from the equipment engineering business undertaken in 2001 contributing £4.3 million (52 per cent) of the decline. Sales in all regions declined except Australia, where the acquisition made last year of a hose manufacturer generated £0.9 million of profitable sales growth and is proving to be a strong base for innovative growth. Operating loss before exceptionals increased from £0.9 million in 2001 to £2.0 million as a result of the volume decline. This was partially offset by fixed cost reductions mainly from labour productivity and the Six Sigma programme. Management of the Specialty Rubber business was taken over by Greg McClatchy in July. Sales have since stabilised and action has been taken to streamline the organisation and improve focus. The closure of the service centres in Phoenix, Arizona, US and Gent, Belgium were completed and the transfer of high labour content fabrication operations from the US and Europe to Malaysia has progressed. Commissioning of the continuous press in Malaysia, which uses leading-edge technology, has taken longer than planned due to the complexity of the project but transfer of all production grades is expected to take place shortly. No sales have been lost as a result of the delay. Partnerships with OEM equipment producers have grown, with joint investments enabling the production of an expanded range of large moulded rubber components, a particular strength of Linatex. New product introductions have progressed with particular emphasis on grades tailored for the quality requirements of specific markets. Recently developed extruded Linatex is replacing high cost hand-fabricated components, and foamed products are also attracting attention in specialised markets. Exceptionals Operating exceptionals of £44.7 million included the costs of restructuring the chromium business following the acquisition from OxyChem in December 2002. As a result of the acquisition, the chromic acid plant at Corpus Christi, Texas, was closed and the dichromate unit was mothballed with US production being consolidated into Castle Hayne, North Carolina. The total cost of the restructuring was £40.5 million of which £35.4 million represented an impairment charge against the assets at Corpus Christi. Other operating exceptionals were the closure of the zinc business at Birtley at a cost of £4.5 million and restructuring the Specialty Rubber business in the US and Europe, (£0.7 million). Non operating exceptionals comprised a profit of £4.3 million in relation to business and property disposals. A detailed analysis of exceptionals is provided in note 3 of this release. Interest Net interest payable increased by £0.3 million to £0.8 million (2001: £0.5 million) in the year. Interest payable on net borrowings fell by £2.3 million in the year to £1.9 million due to lower average borrowings and lower interest rates. Increased pension liabilities reduced the amount that is recognised under FRS17 by £3.6 million and a charge of £1.0 million was incurred to unwind the discount implicit in environmental provisions. Interest of £2.0 million (2001: £nil) was received following the resolution of historical UK taxation issues. Interest cover, based on total net interest payable and before goodwill amortisation and exceptionals, was 25.6 times (2001: 25.2 times) and 10.8 times (2001: 3.6 times) if based solely on interest in respect of net borrowings. Taxation The tax credit for the year was £3.5 million (2001: £8.0 million) which comprised a charge of £4.9 million on profits before goodwill amortisation and exceptionals, a credit of £4.8 million in respect of goodwill amortisation and a credit of £3.6 million on exceptionals. The effective rate of tax on profit before goodwill amortisation and exceptionals was 25 per cent (2001: 10 per cent). This rate is lower than the standard UK corporate tax rate due primarily to the utilisation of surplus advance corporation tax. Given the current difficult trading conditions and the general uncertainty surrounding the future economic environment, potential deferred tax assets arising mostly from the restructuring at Corpus Christi, Texas, US in 2002 of £12.7 million have not been recognised. Cash flow and balance sheet Net cash flow from operating activities increased by £0.1 million in the year to £38.0 million (2001: £37.9 million). An increase in earnings from continuing businesses before interest, tax, depreciation and amortisation of 18 per cent contributed to the uplift. Following the inventory reduction initiatives in 2001, a further cash inflow of £4.9 million (2001: £9.8 million) was achieved in the current year from strong working capital management. The net cash flow from operating activities together with proceeds from property disposals of £9.4 million (2001: £nil) and other inflows from business disposals, interest, taxation and currency movements resulted in a total cash inflow in 2002 of £56.6 million (2001: £41.8 million). Cash outflows included capital expenditure of £16.2 million (2001: £16.8 million) and compares with depreciation of £18.3 million (2001: £18.8 million). In 2003 capital expenditure, excluding the strategic initiatives of the ERP project and the Pigment plant in China, is expected to be less than depreciation. Other cash outflows comprised acquisition expenditure of £28.2 million (2001: £0.3 million) primarily in respect of the chrome chemicals business acquired from OxyChem and £9.6 million (2001: £23.1 million) paid for the redemption of B shares. Total cash outflows amounted to £54.0 million (2001: £40.1 million) which resulted in a reduction in net borrowings of £2.6 million to £37.4 million (2001: £40.0 million). Net gearing at 31 December 2002 was 12.0 per cent (2001: 9.6 per cent). Pensions and other post retirement benefits Following the adoption of FRS17, the net pension liability reflected on the balance sheet, increased from £25.3 million at 31 December 2001 to £58.0 million at 30 June 2002 and £63.6 million at the end of the year. Total contributions to pension and other post-retirement schemes were £7.7 million (2001: £3.7 million) and the amount charged to operating profit was £5.4 million (2001: £6.5 million). The market value of assets held in pension and post-retirement benefit schemes at the year end was £337.6 million (2001: £454.3 million) which after deducting scheme liabilities gives a gross liability at 31 December 2002 of £94.1 million (2001: £39.3 million). The net pension liability is after deducting deferred tax of £30.5 million (2001: £14.0 million). In order to reduce the net pension liability, the Board has agreed to increase pension contributions in 2003 to approximately £13.1 million. The charge in 2003 to the profit and loss account is expected to be around £9.9 million. Consolidated profit & loss account for the year ended 31 December 2002 Before goodwill amortisation Goodwill 2001 & exceptionals amortisation Exceptionals 2002 restated* £million £million £million £million £million Turnover Continuing operations: Ongoing 361.4 - - 361.4 392.9 Acquisitions 3.5 - - 3.5 - ----------- ----------- ----------- ----------- ----------- 364.9 - - 364.9 392.9 Discontinued operations: - - - - 137.5 ----------- ----------- ----------- ----------- ----------- Group turnover 364.9 - - 364.9 530.4 ----------- ----------- ----------- ----------- ----------- Operating profit/(loss) Continuing operations Ongoing 20.7 - - 20.7 12.5 Acquisitions (0.3) - - (0.3) - Goodwill amortisation - (13.5) - (13.5) (14.0) Exceptionals - - (44.7) (44.7) (5.1) ----------- ----------- ----------- ----------- ----------- 20.4 (13.5) (44.7) (37.8) (6.6) Discontinued operations - - - - 2.4 ----------- ----------- ----------- ----------- ----------- 20.4 (13.5) (44.7) (37.8) (4.2) Associates 0.1 - - 0.1 0.1 ----------- ----------- ----------- ----------- ----------- Total operating profit/(loss) 20.5 (13.5) (44.7) (37.7) (4.1) Profit on disposal of properties - - - 4.8 4.8 - continuing operations Profit on disposal of properties - - - 1.4 1.4 - discontinued operations Loss on disposal of businesses - continuing - - (2.9) (2.9) - operations Profit on disposal of businesses - - - 1.0 1.0 1.3 discontinued operations ----------- ----------- ----------- ----------- ----------- Profit/(loss) on ordinary activities before 20.5 (13.5) (40.4) (33.4) (2.8) interest Net interest payable (0.8) - - (0.8) (0.5) Profit/(loss) on ordinary activities before tax Before goodwill amortisation and 19.7 - - 19.7 14.5 exceptionals Goodwill amortisation - (13.5) - (13.5) (14.0) Exceptionals - - (40.4) (40.4) (3.8) ----------- ----------- ----------- ----------- ----------- 19.7 (13.5) (40.4) (34.2) (3.3) Tax on profit/(loss) on ordinary activities (4.9) 4.8 3.6 3.5 8.0 ----------- ----------- ----------- ----------- ----------- Profit/(loss) on ordinary activities after 14.8 (8.7) (36.8) (30.7) 4.7 tax Minority interests - equity (0.1) - - (0.1) (0.1) ----------- ----------- ----------- ----------- ----------- Profit/(loss) for the financial year 14.7 (8.7) (36.8) (30.8) 4.6 Dividends - non-equity - - - - (0.1) ----------- ----------- ----------- ----------- ----------- Amount transferred (from)/to reserves 14.7 (8.7) (36.8) (30.8) 4.5 =========== =========== =========== =========== =========== (Loss)/earnings per ordinary share Basic and diluted (7.1)p 1.0p Basic and diluted before goodwill 3.4p 2.9p amortisation and exceptionals * results of prior period restated to reflect adoption of FRS17 'Retirement Benefits' and FRS19 'Deferred Tax' Balance sheet at 31 December 2002 Group 2002 2001 restated £million £million Fixed assets Goodwill 187.9 219.2 Tangible fixed assets 161.9 192.0 Investments 3.6 3.8 ---------- ---------- 353.4 415.0 ---------- ---------- Current assets Stocks 60.8 56.3 Debtors 76.6 83.6 Cash at bank and in hand 44.4 39.5 ---------- ---------- 181.8 179.4 ---------- ---------- Creditors: amounts falling due within one year Borrowings (5.0) (5.8) Creditors (78.0) (73.1) ---------- ---------- (83.0) (78.9) ---------- ---------- Net current assets/(liabilities) 98.8 100.5 ---------- ---------- Total assets less current liabilities 452.2 515.5 ---------- ---------- Creditors: amounts falling due after more than one year Borrowings (76.8) (73.7) Government grants (1.5) (0.8) ---------- ---------- (78.3) (74.5) Provisions for liabilities and charges (33.1) (34.5) ---------- ---------- (111.4) (109.0) ---------- ---------- Net assets excluding net pension liability 340.8 406.5 ---------- ---------- Net pension liability (63.6) (25.3) ---------- ---------- Net assets including net pension liability 277.2 381.2 ---------- ---------- Capital and reserves Called up share capital 23.4 23.9 Share premium 1.2 1.2 Capital redemption reserve 52.9 43.4 Profit and loss account 197.8 310.0 ---------- ---------- Shareholders' funds 275.3 378.5 Minority interests 1.9 2.7 ---------- ---------- 277.2 381.2 ========== ========== Shareholders' funds Equity 273.5 376.2 Non-equity 1.8 2.3 ---------- ---------- 275.3 378.5 ========== ========== Cash flow statement for the year ended 31 December 2002 2002 2001 £million £million Net cash inflow from operating activities 38.0 37.9 Returns on investments and servicing of finance Interest received 5.0 6.7 Interest paid (4.5) (11.5) ---------- ---------- 0.5 (4.8) Taxation 1.7 (7.2) Capital expenditure and financial investment Purchase of fixed assets (less grants received) (16.2) (16.8) Disposal of fixed assets 0.9 0.8 Disposal of properties - exceptional 9.4 - ---------- ---------- (5.9) (16.0) Acquisitions and disposals Acquisition of businesses (28.2) (0.3) Disposal of businesses 3.5 16.6 ---------- ---------- (24.7) 16.3 ---------- ---------- Cash inflow before use of liquid resources and financing 9.6 26.2 Financing Issue of ordinary shares - 0.1 Redemption of B shares (9.6) (23.1) Decrease in borrowings repayable within one year (0.8) (0.7) Increase/(decrease) in borrowings repayable after one year 7.4 (12.7) ---------- ---------- (3.0) (36.4) Management of liquid resources Repayment of cash deposits 4.1 18.3 ---------- ---------- Increase in cash 10.7 8.1 ========== ========== Movement in net borrowings for the year ended 31 December 2002 2002 2001 £million £million Change in net borrowings resulting from cash flows: Increase in cash 10.7 8.1 (Increase)/decrease in borrowings (6.6) 13.4 Decrease in liquid resources (4.1) (18.3) ---------- ---------- - 3.2 Currency translation differences 2.6 (1.5) ---------- ---------- Decrease in net borrowings 2.6 1.7 Net borrowings at beginning of the financial year (40.0) (41.7) ---------- ---------- Net borrowings at end of the financial year (37.4) (40.0) ========== ========== Statement of total recognised gains and losses for the year ended 31 December 2002 2002 2001 restated £million £million (Loss)/profit for the financial year (30.8) 4.6 Actuarial loss on pension and other post-retirement schemes (59.4) (86.2) Deferred tax associated with pension and other post-retirement schemes 18.2 26.9 Currency translation differences (25.7) 4.8 Taxation on currency translation differences on foreign currency borrowings 1.5 (1.0) ---------- ---------- Total recognised losses for the year (96.2) (50.9) Prior year adjustments (19.0) ========== ---------- Total recognised since last Annual Report (115.2) ========== Reconciliation of movements in shareholders' funds for the year ended 31 December 2002 2002 2001 restated £million £million (Loss)/profit for the financial year (30.8) 4.6 Dividends - redeemable B shares - (0.1) ---------- ---------- Amounts transferred to reserves (30.8) 4.5 Redemption of redeemable B shares (including issue costs) (9.6) (23.1) Share option scheme allotments - 0.1 Goodwill on businesses disposed 2.6 0.7 Actuarial loss on pension and other post-retirement schemes (59.4) (86.2) Deferred tax associated with pension and other post-retirement schemes 18.2 26.9 Currency translation differences (25.7) 4.8 Taxation on currency translation differences on foreign currency borrowings 1.5 (1.0) ---------- ---------- Net decrease in shareholders' funds (103.2) (73.3) At beginning of the financial year as restated* 378.5 451.8 ---------- ---------- At end of the financial year 275.3 378.5 ========== ========== *Shareholders' funds at beginning of period As originally stated 397.5 411.2 Prior year adjustments (19.0) 40.6 ---------- ---------- As restated 378.5 451.8 ========== ========== Notes to the financial statements 1 Preparation of preliminary announcement The financial information in this statement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The financial information for the year ended 31 December 2001 has been extracted from the financial statements for that year which have been delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified and did not contain a statement under Section 237 of the Companies Act 1985. The Group has fully adopted FRS17 'Retirement Benefits' and FRS19 'Deferred Taxation' for the year ended 31 December 2002 and has restated comparatives accordingly. Otherwise the financial information is presented on the basis of accounting policies set out in the financial statements for the year ended 31 December 2001. 2 Segmental information Group turnover Group operating profit/(loss) Net assets 2002 2001 2002 2001 2002 2001 restated restated £million £million £million £million £million £million Analysis by activity Chromium Before exceptionals 109.0 126.9 3.7 2.6 95.4 118.0 Inter-group turnover (6.9) (8.0) - - - - Exceptionals - - (39.5) - - - -------- -------- ---------- -------- -------- --------- 102.1 118.9 (35.8) 2.6 95.4 118.0 -------- -------- ---------- -------- -------- --------- Pigments & Specialties Before goodwill amortisation and 225.0 228.0 18.7 10.8 284.6 330.7 exceptionals Goodwill amortisation - - (13.5) (14.0) - - Exceptionals - - (4.5) - - - -------- -------- ---------- -------- -------- --------- 225.0 228.0 0.7 (3.2) 284.6 330.7 -------- -------- ---------- -------- -------- --------- Specialty Rubber Before exceptionals 37.8 46.0 (2.0) (0.9) 19.9 22.9 Exceptionals - - (0.7) (0.5) - - -------- -------- ---------- -------- -------- --------- 37.8 46.0 (2.7) (1.4) 19.9 22.9 -------- -------- ---------- -------- -------- --------- Group exceptionals - - - (4.6) - - -------- -------- ---------- -------- -------- --------- Total - continuing operations Before goodwill amortisation and 364.9 392.9 20.4 12.5 399.9 471.6 exceptionals Goodwill amortisation - - (13.5) (14.0) - - Exceptionals - - (44.7) (5.1) - - -------- -------- ---------- -------- -------- --------- 364.9 392.9 (37.8) (6.6) 399.9 471.6 Total - discontinued operations - 137.5 - 2.4 - - Unallocated liabilities - - - - (122.7) (90.4) -------- -------- ---------- -------- -------- --------- 364.9 530.4 (37.8) (4.2) 277.2 381.2 ======== ======== ========== ======== ======== ========= Group turnover Group operating profit/(loss) Net assets 2002 2001 2002 2001 2002 2001 restated restated £million £million £million £million £million £million Analysis by area of operations Continuing operations: North America 191.1 213.3 (39.4) (3.4) 278.1 334.8 Europe 151.4 156.7 (1.0) (4.6) 105.9 122.6 Rest of the World 22.4 22.9 2.6 1.4 15.9 14.2 -------- -------- ---------- -------- -------- --------- 364.9 392.9 (37.8) (6.6) 399.9 471.6 Discontinued operations: North America - 137.5 - 2.4 - - Unallocated liabilities - - - - (122.7) (90.4) -------- -------- ---------- -------- -------- --------- 364.9 530.4 (37.8) (4.2) 277.2 381.2 ======== ======== ========== ======== ======== ========= Unallocated liabilities comprise: 2002 2001 restated £million £million Net borrowings (37.4) (40.0) Taxation and dividends (7.9) (11.2) Post retirement benefits and government grants (65.0) (26.1) Other (12.4) (13.1) -------- -------- (122.7) (90.4) ======== ======== Continuing operations Discontinued operations Total 2002 2001 2002 2001 2002 2001 £million £million £million £million £million £million Group turnover analysed by geographical markets North America 175.3 197.0 - 137.5 175.3 334.5 Europe 129.6 134.6 - - 129.6 134.6 Rest of the World 60.0 61.3 - - 60.0 61.3 -------- -------- -------- -------- -------- -------- 364.9 392.9 - 137.5 364.9 530.4 ======== ======== ======== ======== ======== ======== 3 Exceptionals 2001 2002 restated £million £million Operating exceptionals: Impairment charge against Chromium assets 35.4 - Restructuring of combined Chromium businesses 5.1 - Restructuring of Linatex business 0.7 0.5 Restructuring of Pigments & Specialties Birtley operation 4.5 - Chromium insurance recovery (1.0) - Costs of preparing company for sale - 4.6 -------- -------- 44.7 5.1 Non-operating exceptionals: Profit on disposal of properties - continuing operations (4.8) - Profit on disposal of properties - discontinued operations (1.4) - Loss on disposal of businesses - continuing operations 2.9 - Profit on disposal of businesses - discontinued operations (1.0) (1.3) -------- -------- (4.3) (1.3) -------- -------- 40.4 3.8 Tax credit on exceptionals (3.6) (4.9) -------- -------- 36.8 (1.1) ======== ======== The profit on disposal of businesses from discontinued operations includes £1.9 million in respect of a business disposed in 1987. 4 Net interest payable 2001 2002 restated £million £million Interest payable: On bank loans 3.2 10.1 On other loans 0.2 0.3 Unwinding of discount on environmental provisions 1.0 - -------- -------- 4.4 10.4 Interest receivable: On bank deposits (1.5) (6.2) On pension and post-retirement liabilities (0.1) (3.7) Other finance income (2.0) - -------- -------- (3.6) (9.9) -------- -------- 0.8 0.5 ======== ======== Other finance income represents interest receivable in respect of refunds of corporation tax. 5 Taxation 2001 2002 restated £million £million Current tax: UK corporation tax at 30.0% 2.2 6.9 Double tax relief - (0.8) Overseas corporation tax 1.4 0.8 Adjustments in respect of prior years (1.0) (9.2) Recoverable ACT (1.5) (4.5) -------- -------- Total current tax 1.1 (6.8) Deferred tax: United Kingdom 0.3 0.5 Overseas (7.6) (7.9) Adjustments in respect of prior periods 2.3 6.2 Recoverable ACT 0.4 - -------- -------- Total deferred tax (4.6) (1.2) -------- -------- Tax credit (3.5) (8.0) ======== ======== 6 (Loss)/earnings per ordinary share 2002 2001 Loss Profit for the Weighted for the Weighted financial average Earnings financial average Earnings year* number of per share year* number of per share shares restated shares restated £million million pence £million million pence Basic (loss)/earnings per share (30.8) 431.6 (7.1) 4.5 431.5 1.0 Share options - 3.5 - - 3.6 - -------- -------- -------- -------- -------- -------- Diluted (loss)/earnings per (30.8) 435.1 (7.1) 4.5 435.1 1.0 share -------- -------- -------- -------- -------- -------- Basic (loss)/earnings per share (30.8) 431.6 (7.1) 4.5 431.5 1.0 Goodwill amortisation net of 8.7 - 2.0 9.0 - 2.1 taxation Exceptionals net of taxation 36.8 - 8.5 (0.7) - (0.2) -------- -------- -------- -------- -------- -------- Basic earnings per share before Goodwill amortisation and exceptionals 14.7 431.6 3.4 12.8 431.5 2.9 Share options - 3.5 - - 3.6 - Diluted earnings per share before goodwill amortisation and exceptionals -------- -------- -------- -------- -------- -------- 14.7 435.1 3.4 12.8 435.1 2.9 ======== ======== ======== ======== ======== ======== *after non-equity dividends Earnings per share before goodwill amortisation and exceptionals provides a measure of the underlying financial performance of the Group on a comparable basis with many other groups. 7 Contingent liabilities The Group was notified of a potential warranty claim in 1998, under the contract for the sale of Pauls Malt Limited, relating to export refunds from the Intervention Board for Agricultural Produce (now the Rural Payments Agency). Should such a claim materialise, this will be vigorously defended and, in any event, in the opinion of the directors, this will not have a significant effect on the financial position of the Group. 8 Annual General Meeting The Annual General Meeting of Elementis plc will be held on 24 April 2003 at 11am at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED. This information is provided by RNS The company news service from the London Stock Exchange

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