Final Results
Cookson Group PLC
27 February 2001
27 February, 2001
PRESS RELEASE
ANNOUNCEMENT OF 2000 PRELIMINARY RESULTS
Financial Summary 2000 1999
Ongoing Operations *
Sales (£m) 2,436 1,615 +51%
Operating Profit (£m) 244 144 +69%
Return on Sales (%) 10.0 8.9
Return on Investment (%) 12.1 11.1
Group
Pre-tax Profit * (£m) 198 149 +33%
Earnings per Share * (p) 20.1 15.5 +30%
Dividends per Share (p) 10.0 9.5 +5%
Operating Cash Flow (£m) 277 171 +62%
*(before exceptional items and goodwill amortisation)
HIGHLIGHTS OF THE YEAR
* Group profits rose sharply
* Marked improvement in margins and returns
* Strong organic growth by Electronics division
* Significant increase in operating cash flow
Commenting on the results and current trading, Stephen Howard, Group Chief
Executive, said:
'Cookson made considerable progress during 2000. The significant acquisitions
made over the last two years have been absorbed into the Group and substantial
synergies have been and will continue to be derived. More importantly, the
Group achieved meaningful organic growth on a broad front. This, in turn,
resulted in record results for Cookson.
With regard to current trading, since the start of the year the electronics
industry has experienced a period of de-stocking and a fall in end market
demand, especially in the USA. As a consequence, order intake for our
Electronics division has slowed, particularly in its equipment business. In
time, this de-stocking process will work its way through the system and the
electronics industry will return to normal growth rates. For our Ceramics
division, its steel and foundry markets in the USA and UK are depressed,
whilst those of Continental Europe, Asia and South America are relatively
sound.
The expectation is that trading conditions will remain difficult for much of
the first half. It is against this background that management has already
taken action to address costs in those parts of the Group that are
experiencing difficult market conditions. Management will also continue to
work to enhance the Group's strong, global market presence and
competitiveness. We believe that the relative resilience of Cookson's
businesses will be manifest in the years ahead.'
OVERVIEW
Considerable progress was made during 2000 and profits rose to record levels.
Strong organic sales and profit growth was achieved, especially by the
Electronics division. Operating margins improved and return on sales increased
to 10%. Importantly, return on investment was above the Group's cost of
capital.
The Electronics division absorbed two strategically significant acquisitions
during the year. The acquisition and subsequent integration of Enthone into
Polyclad Technologies has created the world's most comprehensive provider of
printed circuit board (PCB) fabrication materials. Furthermore, the purchase
of Achem has provided low-cost, modern facilities that significantly enhance
our laminate manufacturing capacity in the fast-growing Asian electronics
markets.
The acquisition in 1999 of Premier Refractories, now being fully integrated
into the Ceramics division, has created the world's largest supplier of flow
control refractory systems and services to the steel industry. It has also
enabled the division to deliver a resilient performance in what remains a very
cost-driven market.
The Precious Metals division expanded its presence in Continental Europe
through the acquisition of the jewellery products division of Engelhard-CLAL.
It also consolidated its presence in chain manufacture in the USA through the
purchase of Excell.
The level of investment and management resource required to integrate these
acquisitions into the Group has been significant. Management is focussed on
the task of capitalising on the cost savings and strategic advantages that
they offer. To date, progress is on track to deliver the benefits envisaged.
The disposals of Neptco, Focas and Polyflex were concluded in the first half
and the sale of the Plastic Mouldings business is underway.
Having absorbed a number of significant acquisitions and disposals over the
last two years, management was able to direct more attention to enhancing
operating performance and delivering productivity-driven process solutions to
customers. Through a combination of advanced technological products and unique
service offerings, the aim of Cookson's businesses is to provide customers
with greater efficiencies, better yields, shorter downtime and lower reject
rates.
Commitment to a process of continuous renewal is absolute. This is evidenced
by extensive investment in e-commerce initiatives, IT infrastructure and
state-of-the-art manufacturing facilities. In addition, throughout the Group a
number of initiatives are underway which are directed at optimising every
element of our organisation base, driving down costs and raising customer
service levels.
Management is determined to continue to focus on enhancing the Group's strong,
global market positions and increasing its competitiveness. It is also
determined to take action to address costs in any part of the Group where
market circumstances dictate. By doing so, Cookson will be in the best
possible position to deliver sustainable growth and quality earnings.
REVIEW OF OPERATIONS
All financial information in the Review of Operations has been expressed at
reported exchange rates and operating profits are stated before goodwill
amortisation and exceptional items to facilitate meaningful comparisons. The
financial information for Ongoing Operations excludes the results of
businesses disposed in 1999 and 2000 and that of Plastic Mouldings, which is
in the process of disposal.
Group - Ongoing Operations
2000 1999
Sales (£m) 2,436 1,615 +51%
Operating Profit (£m) 244 144 +69%
Return on Sales (%) 10.0 8.9
Return on Investment (%) 12.1 11.1
Sales for the Group's ongoing operations in 2000 were 51% above the same
period last year. This is due largely to a full year's contribution from the
Premier, Enthone and Plaskon acquisitions that were completed in 1999 and from
the Achem, Excell and Engelhard-CLAL acquisitions that were concluded in the
current year. The strong growth was also due to robust market conditions that
were enjoyed for most of 2000 and an outstanding performance by the
Electronics division. As a consequence, excluding the incremental contribution
of acquisitions and the impact of currency translation, sales for the Group's
ongoing operations increased by a healthy 10%.
Operating profit was £243.5 million, which represents an increase of 69% over
1999. Excluding the £58.2 million incremental contribution from acquisitions
and the positive impact for currency translation, operating profit increased
considerably by 22%.
In the Electronics division, operating profit more than doubled in 2000, with
a strong performance by all sectors as the division leveraged its leading
market positions and integrated product offerings to customers in a buoyant
electronics market. The increased profit also includes a full year's
contribution from the Plaskon and Enthone acquisitions and from that of Achem.
In the Ceramics division, operating profit rose by 45% mainly as a result of
higher global steel production and from the contribution from the Premier
Refractories acquisition. The Precious Metals division recorded a 24% increase
in operating profit with an excellent performance by its Precision Products
sector a feature.
The profitability of the Group's ongoing operations also improved. Return on
sales for the period was 10.0%, representing a marked improvement on the 8.9%
achieved in 1999. The performance of the Electronics division was a particular
highlight, with a rise in return on sales from 8.2% to 10.3% being achieved.
The Group's pre-tax return on investment also improved, from 11.1% in 1999 to
12.1% in 2000. Significantly, this return is now in excess, albeit marginally,
of the Group's current pre-tax, weighted average cost of capital of 12% (8.5%
after tax).
The Group performed well in all geographic regions other than the UK. Although
the Group's UK businesses constitute only 12% of on-going Group sales,
operating profits fell significantly to only 2% of the group total, largely
due to the strength of sterling against the euro and a severely depressed
steel market. The performance of the Asia-Pacific operations, on the other
hand, was excellent with the region's contribution to on-going Group profits
rising to 24%. The USA remains the Group's most significant region,
contributing 50% of its sales and profits.
Divisional Activities
Electronics
2000 1999
Sales (£m) 1,311 790 +66%
Operating Profit (£m) 135 65 +108%
Return on Sales (%) 10.3 8.2
Return on Investment (%) 12.3 10.2
With favourable market conditions being experienced by suppliers of materials
and equipment to the electronics industry for most of the year and, with the
benefit of having a broad-based global product offering, results for all
sectors of the Electronics division were excellent. Sales increased by 66%
over 1999 and, excluding acquisitions and the effect of currency, grew by a
healthy 18% in organic terms. Operating profit increased by 108% and,
excluding acquisitions and currency exchange differences, rose by 45%.
The resultant rise in profit margin, from 8.2% in 1999 to 10.3% reflects not
only improved market conditions and enhanced operational gearing, but also the
initial realisation of the benefits from the rationalisation and business
integration programmes initiated in the last eighteen months. Importantly,
return on investment improved markedly to 12.3%, above the Group's cost of
capital.
The Polyclad Technologies sector, which includes Polyclad and Enthone and
addresses primarily the market for PCB fabrication, had excellent results.
Polyclad experienced strong volume growth for its multi-layer laminate
products and, with a favourable pricing environment, produced improved margins
despite continued pressure resulting from increased raw materials prices. In
response to this increased demand, additional capacity was brought on line in
the USA at the end of the year. All geographical regions of the Polyclad
business produced strong performances, with the European business, in
particular, well ahead of the prior year.
The results of Enthone were in line with expectations. The success achieved in
jointly marketing to PCB fabrication customers the Polyclad laminate product
range with the chemical products offered by Enthone has been promising. The
integration of Enthone, which was acquired in December 1999, is progressing
well. The programme of initiatives involves a number of plant closures and a
redundancy programme. The latter programme is expected to be completed by
mid-2001 and that of the plant rationalisation by the second quarter of 2002.
Cost savings of approximately £12 million per annum from completion of the
programmes in 2002 continue to be expected, some £6 million having been
achieved in 2000.
The acquisition of the laminates division of Achem Technology Corporation in
August complements Polyclad's existing operations and significantly enhances
both its manufacturing capacity and its market presence in Asia Pacific. Achem
serves the fast-growing Asian markets, but will also be used to service
Polyclad's key global customers in the USA and Europe. Results for the four
months were in line with expectations.
Record sales and profit performances in the Speedline Technologies sector were
experienced across all products and in all regions, but particularly in Asia
Pacific and Europe. Prices were generally maintained and margins increased.
The surge in demand experienced in 2000 was buoyed by the need for assemblers
of PCBs to clear capacity backlogs and lay down new capacity to cater for
expected future growth. In the final quarter of the year, however, there was a
marked reduction in demand, particularly in the USA, due to concerns by
customers over reduced demand for consumer electronic products. The order book
at the end of the year was 6% higher than December 1999, though significantly
lower than the record levels experienced in the middle of 2000.
In the Alpha Fry Technologies sector, sales of solder paste and spheres to the
PCB assembly market remained strong - particularly in Asia - and the sector's
margins improved. The industrial products businesses, however, experienced
less buoyant trading conditions. Sales into the high-growth semi-conductor
packaging materials market were well up on last year, although a fall in order
intake was experienced towards the end of the year as customers responded to a
slowdown in growth in high-end PC chips and devices.
The integration of Plaskon, acquired in 1999, was completed successfully.
This, together with an increased level of cross selling and technology sharing
with other sectors of the Electronics division, reinforces Cookson's growing
presence in the integrated circuits packaging market.
The Cookson Performance Solutions sector continues to work closely with Alpha
Fry and Speedline to provide complementary services to existing and new
customers. The strategy of delivering web-based training products - using its
patented CPS WebWare TM products - has been well received by the market.
With regard to current trading, since the start of the year the electronics
industry has experienced a period of de-stocking and a fall in end market
demand, especially in the USA. As a consequence, order intake has slowed,
particularly for Speedline. Current market forecasts are that the period of
de-stocking and slowdown in demand that the electronics industry is
experiencing will continue for much of the first half. In time, this
de-stocking process will clear through the system and normal industry growth
will resume.
Ceramics
2000 1999
Sales (£m) 762 542 +41%
Operating Profit (£m) 72 50 +45%
Return on Sales (%) 9.4 9.1
Return on Investment (%) 10.1 10.1
Against a background of increased steel production, except in the UK, sales
increased by 41% over 1999. Excluding the contribution of Premier Refractories
and other acquisitions and the effect of currency, sales for the division grew
by 3% in organic terms. Operating profit increased by 45% and organically by
8%. Return on sales increased marginally, with further improvements held back
by profit declines in the division's UK activities and in the Glass sector.
Return on investment remained unchanged.
The Iron and Steel sector, which represents some two-thirds of the division's
sales, performed broadly in line with the increase in steel production in its
major markets. Global steel production grew in 2000 by 7.6% over last year.
Although global steel production is forecast to slow in 2001, continued sound
growth is forecast in emerging markets such as South America, Central Europe
and Asia where the sector has a meaningful presence. The UK activities
experienced difficult trading conditions with steel production in the UK
falling 9% compared with 1999 and, with sterling remaining strong against the
euro for most of the year, exports to Continental Europe were adversely
effected. The planned closures announced by Corus will further curtail output
in the UK, although some of this is expected to be transferred to Continental
Europe where the division is well represented. In the USA, trading conditions
and results were good for most of the year. However, in the fourth quarter,
demand for steel began to fall and current trading levels are, as a
consequence, down on those in 2000. The businesses in Asia performed well with
the profit performance of the operations in China a pleasing feature.
In the Glass sector, sales and profits were lower overall than last year, due
mainly to customers delaying the commissioning of furnace-lining projects. The
more consumer-related products for this market, on the other hand, had an
excellent year.
Results of the Foundry and Industrial Products sector benefited from the
addition of a number of the Premier Refractories businesses, which have been
integrated into the sector. The Continental European business performed well
in the year, although results overall were negatively affected by the impact
of high energy prices, particularly in the USA.
The extensive programme to integrate Premier Refractories into the division
continues to proceed as planned. Premier's results for the year include
savings of some £12 million realised from purchasing, sales force and overhead
synergies associated with the integration. Overall, net purchasing synergies
were lower than planned due to higher than expected underlying increases in
raw materials and energy prices in the year. With the exception of this
shortfall and the adverse results of the UK business, the results for Premier
were in line with expectations. The last phase of the integration programme,
that relating to the major manufacturing sites, is now underway and when
complete annual savings of approximately £30 million are still expected to
begin to accrue during 2002.
With regard to current trading, the steel and foundry markets in the USA and
UK are depressed, whilst those of Continental Europe, Asia and South America
are relatively sound. As with the Electronics division, the expectation is
that trading will remain difficult for much of the first half.
Precious Metals
2000 1999
Sales (£m) 363 283 +28%
Operating Profit (£m) 37 30 +24%
Return on Sales (%) 10.2 10.6
Return on Investment (%) 17.9 17.6
Sales increased by 28% over 1999. Excluding the impact of a number of bolt-on
acquisitions made during the year and the effect of currency, sales grew by 3%
in organic terms and operating profit was down marginally over the prior year.
The Jewellery sector faced mixed trading conditions in the first half. The
Mill business, both in the USA and the UK, was adversely impacted by a general
slowdown in activity which culminated in disappointing pre-Christmas sales to
the retail market. Margins in the USA were also impacted by a shift in product
mix from carat gold to silver. In addition, comparisons are distorted by
non-recurring millennium coin sales to the US Mint in 1999 and a surge in
other millennium related jewellery sales. Results for the Findings and
Components businesses were, however, strong throughout the year.
In September, the division acquired the jewellery products business of
Engelhard-CLAL. This acquisition provides the division with well-established
manufacturing and distribution capacity in Europe to service this important
market with high carat gold and quality silver products. Results for the three
months were in line with expectations, though the high carat content of its
products results in margins lower than those achieved in the rest of the
division.
In the Precision Products sector, trading conditions were favourable for most
of the year, particularly for its customers in the North American
telecommunications, consumer electronics and automotive industries. As a
consequence, results for the sector were excellent. These conditions have,
however, started to evidence signs of weakening, particularly in the
automotive industry in the USA. This sector has a history of new product
introductions, which was instrumental in delivering solid organic growth in
sales and profits for 2000 and should minimise the impact of a market
slowdown.
GROUP FINANCIAL REVIEW
2000 1999
Profit before Tax (£m)* 197.7 148.5 +33%
Earnings per Share (pence)* 20.1 15.5 +30%
Dividend (pence) 10.0 9.5 +5%
Operating Cash Flow (£m) 276.6 170.9 +62%
Free Cash Flow (£m) 36.3 5.7
*(before goodwill amortisation and exceptional items)
Profit before Tax*
Profit before tax, goodwill amortisation and exceptional items of £197.7
million reflects an increase of 33% over the £148.5 million achieved in 1999.
In summary, the £49.2 million increase arose as follows:
* £99.4 million higher operating profit from Ongoing Operations (of which £7.7
million is the result of currency translation);
partly offset by:
* £19.1 million reduction in the contribution from businesses disposed or in
the process of disposal; and
* £31.1 million increase in net interest, mainly to fund the acquisitions.
Profit before tax in the second half of 2000 was £105.7 million which was 26%
higher than the £84.0 million achieved in 1999.
Taxation
The total tax charge of £45.1 million for 2000 consists of a £51.0 million
charge against profits before exceptional items and a £5.9 million tax credit
for exceptional items.
The effective rate of taxation on profit before goodwill amortisation and
exceptional items was 25.8%, virtually unchanged from 1999 (26.0%).
Shareholder Returns
Earnings
Headline earnings per share, i.e. before goodwill amortisation and all
exceptional items, amounted to 20.1 pence per share, 30% up on the 15.5 pence
achieved in 1999. Basic earnings per share after goodwill amortisation and
exceptional items, amounted to 10.5 pence (1999: 5.2 pence). The average
number of shares in issue was 721 million (1999: 700 million).
Dividends
A final dividend of 5.5p per ordinary share has been proposed (1999: 5.2p).
This would result in total dividends per share for the year of 10.0p, 5% up on
the 9.5p of the previous year. Dividends for 2000 would be covered two times
by earnings per share before goodwill amortisation and exceptional items.
Exceptional Items
Operating exceptional items totalling £38.4 million have been recognised in
2000 of which £23.5 million relates to the integration programme for Premier
Refractories and £14.9 million for Enthone. These amounts are in line with
previous indications. No further charges to profit in respect of the
integration of these businesses are expected to arise.
Cash spend associated with the above initiatives was £20.9 million in 2000.
This leaves approximately £29 million to be spent, the majority of which is
expected to arise in 2001. Cash outflow in respect of the Group-wide
rationalisation and restructuring initiative initiated in late 1998 was £5.8
million, leaving £4.5 million to be outlaid in 2001 to complete this
programme.
Non-operating exceptional items of £0.8 million arose in 2000 in respect of
the net loss on the disposals of the Telecommunications Products businesses
Neptco and Focas and of Polyflex (1999: £18.4 million).
Cash Flow
Cash flow from operating activities for 2000 amounted to £276.6 million which
was £105.7 million higher than 1999. In summary, this significant increase
arose as follows:
* £86.0 million rise in profit before interest, tax, depreciation and
amortisation of goodwill ('EBITDA') to £307.3 million;
* £25.3 million decrease in working capital requirements;
partially offset by:
* £5.6 million additional outlay in respect of exceptional rationalisation and
integration costs.
Capital expenditure in 2000 was £91.8 million, £11.2 million higher than last
year though the ratio of capital expenditure to depreciation of 1.47 times was
slightly lower than 1999 (1.51 times).
A £18.9 million increase in tax payments to £33.7 million arose in 2000
primarily due to a one-off recovery of ACT in 1999 and from the settlement of
tax in respect of prior periods. Interest payments rose by £30.7 million to £
50.6 million on increased borrowings to fund the Group's acquisition
programme.
After payment of £70.0 million for dividends, the Group's Free Cash Flow for
2000 amounted to £36.3 million. This is now the sixth year in succession that
positive Free Cash Flow has been achieved and over this period, nearly £150
million has been generated to fund acquisitions.
Investment
Acquisitions
Total cash consideration for acquisitions and other investments amounted to £
427 million in 2000. This arose primarily in respect of the payment of the £
284 million deferred consideration for the acquisition of Enthone in January
2000; initial consideration in respect of the acquisition of Achem of £62
million; and the acquisition for £81 million of a number of bolt-on businesses
for the Ceramics and Precious Metals divisions, the major ones being the
US-based chain manufacturer Excell and the European jewellery products
division of Engelhard-CLAL.
Disposals
The disposals of Neptco, Focas and Polyflex were completed in the first half
of 2000 for a total cash consideration of £99 million.
Borrowings and Financial Condition
During the first half, Group borrowings were restructured to provide a longer
term, more competitive debt profile that matches the needs of the business and
the geographic structure of the Group. As part of this process, $400 million
(£253 million) of loan notes with an average term of 10.3 years were placed
with US institutions in May.
As at 31 December 2000, net borrowings amounted to £794 million with an
average maturity of 4.1 years. Approximately two-thirds of the Group's
interest rates have been fixed for periods ranging from two to nine years and
the average rate on borrowings at the end of the year was 6.2%.
Interest cover for the year was 4.8 times and EBITDA to net borrowings was 2.6
times. Gearing - expressed as gross borrowings as a percentage of total
invested capital including unamortised goodwill - was 46%. These ratios are
consistent with the Group's financing target for 2000.
Outlook
With regard to current trading, since the start of the year the electronics
industry has experienced a period of de-stocking and a fall in end market
demand, especially in the USA. As a consequence, order intake for our
Electronics division has slowed, particularly in its equipment business. In
time, this de-stocking process will work its way through the system and the
electronics industry will return to normal growth rates. For our Ceramics
division, its steel and foundry markets in the USA and UK are depressed,
whilst those of Continental Europe, Asia and South America are relatively
sound.
The expectation is that trading conditions will remain difficult for much of
the first half. It is against this background that management has already
taken action to address costs in those parts of the Group that are
experiencing difficult market conditions. Management will also continue to
work to enhance the Group's strong, global market presence and
competitiveness. We believe that the relative resilience of Cookson's
businesses will be manifest in the years ahead.
For further information please contact:
Stephen Howard, Group Chief Executive (020 7766 4500)
Dennis Millard, Group Finance Director (020 7766 4500)
Copies of Cookson's Annual Report and Accounts for 2000 will be posted to the
shareholders of the Company on 26 March 2001 and will be available at the
Registered Office of the Company from that date.
Cookson Group plc, The Adelphi, 1-11 John Adam Street, London WC2N 6HJ
Corporate website: www.cooksongroup.co.uk
Group Profit and Loss Account
for the year ended 31 December 2000
2000 1999
note £m £m
Turnover
Ongoing operations 2,435.6 1,614.9
Operations to be disposed 99.1 95.8
Discontinued operations 46.9 199.4
Total turnover 1 2,581.6 1,910.1
Operating profit
Ongoing operations 243.5 144.1
Operations to be disposed 3.8 11.0
Discontinued operations 5.5 17.4
Total before goodwill and exceptional items 252.8 172.5
Goodwill amortisation - continuing 6 (35.9) (12.9)
Operating exceptional items 2 (38.4) (45.6)
Total operating profit 1 178.5 114.0
Loss on sale of operations and fixed assets 3 (0.8) (18.4)
Profit before interest and taxation 177.7 95.6
Interest (55.1) (24.0)
Profit before taxation 122.6 71.6
Taxation (45.1) (33.3)
Profit after taxation 77.5 38.3
Minority interests (2.0) (1.6)
Profit for the year 75.5 36.7
Dividends 8 (72.2) (68.4)
Net profit/(loss) transferred to reserves 3.3 (31.7)
EPS: 4
- Before all exceptional items and goodwill amortisation 20.1p 15.5p
- Basic 10.5p 5.2p
- Fully diluted 10.4p 5.2p
Group Balance Sheet
as at 31 December 2000
Note 2000 1999
£m £m
Fixed assets
Goodwill 6 708.0 600.6
Tangible assets 526.0 483.5
Investments 7 93.0 95.5
Total fixed assets 1,327.0 1,179.6
Current assets
Stocks 335.1 282.2
Debtors 553.9 527.0
Cash at bank 40.1 50.1
Total current assets 929.1 859.3
Creditors: amounts falling due within one year
Borrowings (51.2) (45.5)
Enthone purchase consideration payable - (284.3)
Other creditors (590.4) (496.3)
Total current liabilities (641.6) (826.1)
Net current assets 287.5 33.2
Total assets less current liabilities 1,614.5 1,212.8
Creditors: amounts falling due after more than one year
Convertible bond (80.0) (80.0)
Other borrowings (702.9) (386.0)
Other creditors (91.3) (60.5)
Provisions for liabilities and charges (94.5) (103.9)
645.8 582.4
Equity capital and reserves
Called up share capital 363.0 362.6
Share premium account 376.1 375.3
Reserves (100.0) (160.4)
Total shareholders' funds 639.1 577.5
Minority interests 6.7 4.9
645.8 582.4
Statement of Group Cash Flows
For the year ended 31 December 2000
2000 1999
£m £m
Group operating profit before exceptional items 209.0 155.2
Depreciation and goodwill amortisation 98.3 66.1
Increase in working capital/decrease in provisions (4.0) (29.3)
Payments in respect of exceptional rationalisation costs (note 2) (26.7) (21.1)
Net cash inflow from operating activities 276.6 170.9
Dividends from joint ventures 2.4 2.4
Interest paid (50.6) (19.9)
Taxation (33.7) (14.8)
Capital expenditure
Payments to acquire fixed assets (91.8) (80.6)
Receipts from disposal of fixed assets 3.4 13.7
Dividends paid (70.0) (66.0)
Free cash flow 36.3 5.7
Acquisitions and disposals
Net proceeds from disposal of subsidiaries and joint ventures 99.0 158.2
Consideration for acquisition of subsidiaries and joint ventures (426.9)(394.0)
(note 5)
Other, including additional costs for prior year disposals (7.4) (10.8)
Net cash outflow before financing (299.0)(240.9)
Financing
Issue of shares 1.7 0.4
Increase in debt 266.0 199.5
Decrease in cash during the period (31.3) (41.0)
Statement of Total Group Recognised Gains and Losses
For the year ended 31 December 2000 2000 1999
£m £m
Profit for the year 75.5 36.7
Exchange adjustments 25.5 (3.9)
Restatement of tangible fixed assets to cost - (6.0)
Total net recognised gains for the year 101.0 26.8
Reconciliation of Movements in Group Shareholders' Funds
For the year ended 31 December 2000 2000 1999
£m £m
Shareholders' funds at 1 January 577.5 538.3
Total net recognised gains for the year (see above) 101.0 26.8
Dividends (72.2) (68.4)
New share capital subscribed 1.2 61.3
Goodwill transferred to the profit and loss account
in respect of the sale of operations 31.6 19.5
Net addition to shareholders' funds 61.6 39.2
Shareholders' funds at 31 December 639.1 577.5
Reconciliation of net cash flow to movement in net debt
For the year ended 31 December 2000 2000 1999
£m £m
Decrease in cash during the period (31.3) (41.0)
Cash flow from movement in debt (266.0) (199.5)
Change in net debt resulting from cash flows (297.3) (240.5)
Issue costs amortised (1.2) (0.5)
Foreign exchange adjustments (34.1) (1.7)
Movement in net debt during the period (332.6) (242.7)
Net debt at 1 January (461.4) (218.7)
Net debt at 31 December (794.0) (461.4)
Notes to the accounts
1 Segmental analyses
2000 1999
Turnover Operating Turnover Operating
profit profit
By Business £m £m £m £m
Electronics 1,311.4 134.6 790.1 64.6
Polyclad Technologies 668.3 276.3
Alpha-Fry Technologies 349.4 290.0
Speedline Technologies 302.6 229.9
Intra-divisional (8.9) (6.1)
Ceramics 761.6 71.8 541.6 49.5
Iron and Steel 532.8 415.3
Foundry & Industrial Products 192.1 57.9
Glass 72.4 80.9
Intra-divisional (35.7) (12.5)
Precious Metals 362.6 37.1 283.2 30.0
Jewellery Products 266.4 205.0
Precision Products 96.2 78.2
Ongoing operations 2,435.6 243.5 1,614.9 144.1
Operations to be disposed 99.1 3.8 95.8 11.0
Goodwill amortisation (note 6) - (35.9) - (12.9)
Exceptional items - (38.4) - (45.6)
Continuing Operations 2,534.7 173.0 1,710.7 96.6
Discontinued operations 46.9 5.5 199.4 17.4
Total 2,581.6 178.5 1,910.1 114.0
a) The results reported as operations to be disposed comprise those of the
Group's Plastic Mouldings business. The businesses comprising the results of
discontinued operations are the Group's Telecommunications Products businesses
and Polyflex. In addition to these businesses, the 1999 results of
discontinued operations also included those of Cookson Fibers, Zimco, Entek
and TAM Ceramics.
b)The Group's share of turnover and operating profit of joint ventures
included in ongoing operations amounted to £99.7m (1999: £20.5m) and £7.9m
(1999: £1.5m) respectively.
2 Operating exceptional items
2000 1999
£m £m
Premier Integration 23.5 22.9
Enthone Integration 14.9 -
Rationalisation programme - 21.0
Other - 1.7
Total before tax 38.4 45.6
Taxation attributable (3.1) (2.3)
Total after tax 35.3 43.3
The respective charges relating to the integration programmes of Premier
Refractories International, Inc. ('Premier') and of Enthone-OMI ('Enthone'),
both of which were acquired in 1999, represent the costs to be incurred in
order to finalise these programmes which, at the year end were fully committed
and provided for. The charge in 1999 relating to the Premier integration was
in respect of those stages of the initiatives which, by the end of the year,
had been fully committed to. The Premier integration programme is expected to
be substantially complete by December 2001 and the Enthone programme by June
2002.
The £21.0m charge in 1999 finalised the provision made for the Group-wide
rationalisation programme commenced in 1998.
3 Loss on sale of operations and fixed assets
Profit/(loss) before Goodwill
goodwill write-off written-off
Total
£m £m £m
Telecommunications Products 33.0 (29.6) 3.4
Polyflex (2.2) (2.0) (4.2)
2000 Total 30.8 (31.6) (0.8)
Disposals, including TAM 2.0 (19.5)(17.5)
Ceramics and Entek
Loss on sale of tangible fixed asssets (0.9) - (0.9)
1999 Total 1.1 (19.5)(18.4)
The taxation credit attributed to the losses in 2000 was £2.8m (1999: £2.9m).
4 Earnings per share
Basic earnings per share are calculated using a weighted average of 721m
(1999: 700m) ordinary shares in issue during the year. Diluted earnings per
share are calculated assuming conversion of outstanding dilutive share
options. These adjustments give rise to an increase in average ordinary shares
of 4m (1999: 3m). On the face of the Group profit and loss account, earnings
per share are shown both before and after goodwill amortisation and
exceptional items. There were 726m shares in issue at 31 December 2000 (1999:
725m).
The Directors believe that the calculation of earnings per share excluding
goodwill amortisation and all exceptional items, together with the associated
tax charge or credit, gives the most appropriate measure of the underlying
earnings of the Group. This calculation is based on the profit for the year of
£75.5m (1999: £36.7m), from which goodwill amortisation and exceptional items
totaling £75.1m (1999: £76.9m) and the associated tax credit of £5.9m (1999: £
5.2m) are excluded.
5 Acquisitions
Total consideration, on a debt-free basis, for acquisitions of subsidiaries
and joint ventures paid in 2000 was £426.9m. This comprised £291.3m in respect
of prior year acquisitions (primarily Enthone) and £3.9m for other fixed asset
investments. Of the total cash consideration for acquisitions in 2000, £62.4m
was in respect of the purchase of Achem Technology Corporation, the goodwill
arising on which was £40.1m.
6 Goodwill
Goodwill arising in 2000 amounted to £114.3m (1999: £519.6m) and is being
amortised over its estimated life of 20 years. Accumulated goodwill arising
prior to 1998, which remains fully written-off directly against Group
reserves, amounts to £481.4m (1999: £513.0m).
Of the 2000 goodwill amortisation of £35.9m, which all relates to ongoing
operations, (1999: £12.9m), £18.6m related to Electronics (1999: £4.6m), £
15.0m to Ceramics (1999: £7.2m) and £2.3m to Precious Metals (1999: £1.1m).
7 Investments
Investments include joint ventures and the Group's investment in a
revenue-sharing arrangement with Electric Lightwave, Inc.
8 Dividends
The final dividend, if approved by shareholders, will be paid on 1 June, 2001
to shareholders on the register at 20 April, 2001.
9 Financial information
For the purpose of this preliminary announcement, 'Group' results represent
the results of the parent company and its subsidiary companies, whereas
'Total' results represent Group results together with the Group's share of the
results of its joint ventures.
The financial statements have been prepared on the basis of accounting
policies set out in the Group's audited statutory accounts for 2000 and were
approved by the Board of Directors on 26 February 2001.
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2000 or 1999 but is derived
from those accounts. Statutory accounts for 1999 have been delivered to the
Registrar of Companies, and those for 2000 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) or (3) of the Companies Act 1985. These sections address
whether proper accounting records have been kept, whether the Company's
accounts are in agreement with these records and whether the auditor has
obtained all the information and explanations necessary for the purposes of
their audit.