Final Results

Zotefoams PLC 09 March 2004 Tuesday 9th March 2004 Zotefoams PLC Preliminary Results Zotefoams PLC, the world's leading manufacturer of cross-linked polyolefin block foam, today announces its preliminary results for the 12 months ended 31st December 2003. Summary • Turnover flat at £23.5m (2002: £23.5m) • Pre-tax profit, pre-exceptional items, was £1.0 million (2002: £2.0 million) reflecting the impact of additional costs in freight, depreciation and property rates • Second year of strong sales progress in North America with 13 % dollar growth (2002: 18% dollar growth) • Robust balance sheet, good cash generation and year-end gearing 12% • Good progress made in exploiting unique technology to develop high-performance foams Commenting on the results, Bill Fairservice, Chairman, said: '2004 has started with an increased level of activity and our expectation is that we will achieve moderate sales growth for the year as a whole. However, in common with many other UK companies, current exchange rates are very unfavourable. With the majority of our sales in either Euros or US Dollars we expect that our results for 2004 will be significantly negatively impacted should these rates persist. However, we believe that the changes made in our North American operations will have a positive impact on 2004 and additional margins from sales growth will be in excess of cost increases. We are also encouraged by the positive initial reaction in the market to some of our new high performance polymer foams and believe that these will begin to make a positive impact on the business sometime next year.' Enquiries: Zotefoams plc 020 8664 1600 David Stirling, Managing Director Clifford Hurst, Finance Director Financial Dynamics 020 7831 3113 Charlie Armitstead CHAIRMAN'S STATEMENT Zotefoams strategy is to grow shareholder value by increasing sales, both geographically and through new high-performance foams, exploiting the benefits of improved asset utilisation. Our direct investment in production facilities in Kentucky has been a major factor behind 13% dollar growth in North America this year, following on from 18% dollar growth in 2002. In the UK and European markets, where Zotefoams has a much greater presence, the focus is on market development and winning and retaining key projects. During 2003 our performance here has been disappointing and we have already started to address key areas requiring improvement. However good progress has been made, exploiting our unique technology, in the development of new materials under the ZOTEK(R) brand, the first of which are currently in a limited number of acceptance trials with potential customers. We are therefore delivering on our strategy for growth in North America and have positive early indications from some of our new high-performance foams. Together with the growth in North America, we expect an improved performance in the UK and European markets to allow us to optimise the sales potential of the business and profit from our substantial investments over the past four years. Results Profit before tax and exceptional items for the year ended 31 December 2003 was £1.0 million compared to £2.0 million in 2002. Sales of £23.5 million were at similar levels to last year and the decline in profitability was due to additional costs, primarily in freight, depreciation and property rates. There were no exceptional items in 2003. Earnings per share before exceptional items were 2.0p compared to 4.0p in 2002. This year we completed the rebuilding of our site after the fire in October 2000, reducing capital expenditure from £5.2 million last year to £1.6 million. With depreciation of £3.2 million our net cash flow from operating activities remains extremely strong at £3.5 million. Dividend In view of the disappointing trading performance in the current financial year, the Board believes that a total dividend of 4.5p per share (2002: 7.5p) for the year is a more appropriate level. Having paid an interim dividend of 2.5p per share we are therefore proposing a final dividend for the year ending 31 December 2003 of 2.0 pence per share (2002: 5.0p). This would be payable on 24 May 2004 to shareholders on the Company register at the close of business on 23 April 2004. Employees The success of Zotefoams depends on the effort, support and commitment of all employees. On behalf of the Board I would like to thank all employees for their contribution to the business over the past year. Future Outlook The year has started with an increased level of activity and our expectation is that we will achieve moderate sales growth for the year as a whole. However, in common with many other UK companies, current exchange rates are very unfavourable. With the majority of our sales in either Euros or US Dollars, we expect that our results for 2004 will be significantly negatively impacted should these rates persist. Cost pressures will continue to impact our business, with £0.3 million additional depreciation from assets commissioned during late 2003 and early 2004. In addition, prices for LDPE, our major raw material, are currently also at levels above our average for 2003 and further rises are being sought by suppliers. Although this is not necessarily indicative of the future direction of LDPE prices it will reduce our margins early in the year. Despite these pressures we believe that changes made in our North American operations will positively impact our results and additional margins from sales growth will be in excess of cost increases. We are also encouraged by the positive initial reaction in the market to some of our new high performance polymer foams and believe that these will begin to make a positive impact on the business sometime next year. W H Fairservice Chairman MANAGING DIRECTOR'S REVIEW Results Profit before tax and exceptional items for the year ended 31 December 2003 was £1.0 million compared with £2.0 million for the previous year. Sales of £23.5 million were at similar levels to 2002 and the decline in profitability was attributable to cost increases which are explained in more detail below. Sales and Marketing Although sales were at similar overall levels to the previous year our performance varied significantly between markets. North America Zotefoams has always had a strong presence in the UK and European markets for polyolefin foams and, in late 2001 we opened a production site in Northern Kentucky which significantly raised our profile and ability to supply this dynamic and growing market. Prior to this Zotefoams had a good reputation in high-value, speciality markets such as medical and electronics, but was unable to sell to the larger, more consumer-driven markets due to price barriers created by shipping and duty costs. Following the commencement of production in the USA our growth in North America has come predominantly from lighter-density products, particularly in the automotive and construction markets. In the longer term we expect to develop outside these markets and exploit opportunities in many more of the industries we serve in Europe. During 2003 annual growth was 13% in US dollars, but with an accelerating trend as growth in the second six months was 20% in US dollars. We continue to seek new and profitable markets in lighter-density foam while exploiting our product superiority and reputation to enhance our position in speciality markets. Reported results from North America were affected by the weak dollar relative to the pound and local currency growth of 13% during 2003 translated to growth of 4% in Sterling. Europe In continental Europe results for 2003 have been very disappointing. In conjunction with our exclusive agent Alveo AG, (a subsidiary of Sekisui Chemical Co Ltd) we pursued a strategy of selectively increasing the number of direct customers. Our objective was to increase market visibility and, by being 'closer to the action' in many cases, to secure an increase in new business and projects as older projects came to an end. The transition to this approach requires some operational changes and the building of relationships with a number of new customers previously supplied through intermediaries. In the short term this has proved more difficult than anticipated and we believe is a major contributor to our disappointing performance in Europe this year. In addition we have seen mixed market conditions and we experienced a sharp drop in sales late in the year in Southern Europe and France. Performance in Germany, showing growth of 12% in constant currency, was particularly pleasing with an excellent year at our largest customer due to strength in the automotive and packaging sectors and good performance at other direct accounts. United Kingdom The UK remains our largest single country market. Overall we experienced a 6% fall in sales revenue compared to 2002. The main reason for this was the decline in the market for offshore oil and chemical hoses, supplied by one of our large UK customers, due to the situation in the Middle East early in the year. Conditions in this market are improving and we anticipate a slow recovery for our product here. Excluding the decline in sales to this customer, sales were around similar levels to last year. Other Areas Sales outside Europe and North America are a small percentage of our business. The costs of transportation and duty limit our opportunities in these areas to high value added materials which require significant end-user education and sales effort. Our approach is to pursue the most promising opportunities using a combination of sales agents and distributors supported by UK-based Zotefoams' staff. Operations and Cost Base Zotefoams has two production sites: Croydon, UK where there is a 'full-service' operation and Walton, Kentucky, USA where we have a 'satellite foaming' plant. The Walton plant receives solid materials from Croydon and foams them thus reducing freight costs and allowing cost-effective access to the North American market. The Croydon plant operated fully as expected during the year. However, we did experience problems, mainly in the operation of our low-pressure vessel, at our Walton plant. Our corrective action plan involved changes in senior management at this facility and shipping expanded foam from Croydon to Walton, to ensure supply to key customers and allow the development of our North American market to continue uninterrupted. Plant modifications were made late in the first half of 2003, however we decided to continue shipping a limited number of expanded foam products for commercially sensitive accounts for the remainder of the year. While we believe this was the best course of action for the long-term benefit of the customer and Zotefoams, the excess freight costs were a significant component of our overall cost increases this year. We do not expect freight costs to continue at these levels and therefore our 2004 results will benefit from the better utilisation of our Walton facility. During the year we substantially completed the commissioning of our latest phase of high-pressure equipment in Croydon and this machine became fully operational in February 2004. This will allow us to decommission and refurbish some older vessels and gives the ability to bring capacity on-line to meet future increases in demand. Investment in plant and equipment has been significant over the past four years, with the US Plant opening, rebuilding our Croydon site after the fire in 2000 and a number of significant projects including investment in flexible high-pressure capacity and IT systems. Capital expenditure for 2003 was £1.6 million, compared with an annual average over the last three years of £5.8 million and we expect that expenditure over the next few years will remain around the lower levels seen this year. Significantly our depreciation charges have increased in line with capital expenditure and depreciation in 2003, excluding those charges which formed part of the 2002 exceptional item, was £0.3 million more than the previous year. As indicated in our AGM statement in April 2003 there was also an unexpected property rates increase, including a retrospective assessment for 2002, which increased our costs by £0.2 million. The average price of our main raw material, low-density polyethylene, was similar to last year. Raw materials are a significant proportion of our cost base and subject to commodity pricing. Currently the Board considers there is no economically effective possibility of hedging prices for these materials and, due to the frequency and magnitude of the variations, we do not pass such price increases or decreases to the end customer. Technology and Innovation A key element in Zotefoams business strategy is to harness the potential of our proprietary foaming technology. The combination of high temperatures and high pressures in our installed production equipment allows us to expand materials which cannot be handled by other foaming processes. In 2002 we reported good progress in early feasibility trials. During 2003, in line with our strategy of focused development activity, we moved the most promising of these to plant production level. In August we signed a collaboration agreement with Atofina Chemicals Inc., the chemical branch of Total, to develop foams from their Kynar(R) PVDF flouropolymers, a range of materials which are known for their purity and extremely good chemical resistance. The first of a range of such foams, under the brand name ZOTEK(R), is currently undergoing technical trials with a number of potential customers. Early adopters are likely to be in aerospace where the combination of fire performance, light weight and closed-cell configuration is highly valued. Potential applications have also been identified in chemical process and semi-conductor industries where chemical resistance and purity respectively may be unique selling points. Other materials are currently at early stage development and we are either working with or seeking both commercial and technology partners to accelerate development on many of these projects. Initial levels of interest in ZOTEK(R) PVDF foams and other materials is high but we are aware that developments of this kind, which offer potentially high rewards, also carry higher levels of risk. Our approach remains therefore to ensure our development activities are tightly focused and that projects which show good potential are progressed quickly to market. Expenditure on technical development activities varies depending on the stage and progress of individual projects and, in 2003 we increased spending by 29% to support the activities outlined above. D B Stirling Managing Director FINANCE DIRECTOR'S REVIEW Group turnover of £23.5 million for 2003 was at the same level as 2002. However, gross profit was down by £1.2 million from £6.2 million pre-exceptional items in 2002 to £5.0 million in 2003. Due to manufacturing problems in North America we incurred additional costs, largely on freight as we had to supply some American customers from our Croydon plant while the manufacturing issues in North America were addressed. There was also an increase in depreciation in the UK, excluding those charges which formed part of the 2002 exceptional item, of £0.3 million following completion of a number of capital projects in 2002 and a £0.2 million additional rates charge of which £0.1 million was a retrospective charge for 2002. The average price of LDPE, our major raw material, was similar to last year at around €770 per tonne. Distribution, administration and interest costs were £0.2 million lower than last year. Profit before tax pre-exceptional items was £0.95 million compared to £1.95 million in 2002. Earnings per share pre-exceptional items were 2.0p, half of the level achieved in 2002. There were no exceptional items in 2003. Taxation Corporation tax has been provided for at a rate of 30%. However, because of movements in deferred taxation the profit and loss account tax charge of £0.2 million is 23% of pre-tax profits. Cashflow and Funding Analysis of capital expenditure 2000 2001 2002 2003 £m £m £m £m ______ ______ ______ ______ Minor expenditure 1.6 0.8 1.9 1.4 Building of US plant 4.5 2.8 0.2 - Fire replacement assets - 2.5 3.1 0.2 ______ ______ ______ ______ 6.1 6.1 5.2 1.6 ______ ______ ______ ______ EBITDA pre-exceptional items (earnings before depreciation, interest and taxation) was £4.3 million compared to £5.1 million in 2002. Following heavy capital expenditure on a new American plant and replacing items destroyed in a fire in the Group's Croydon site in 2000, depreciation is £1.6 million higher than capital expenditure. Tax payments in the year of £1.2 million were unusually high because of payments relating to the £6.6 million exceptional profit declared in 2002. However, despite this the dividends paid during the year of £2.7 million were only partially covered by cash generation and the Board has taken the difficult decision to propose a reduction of the dividend from 7.5p per ordinary share to 4.5p. At the middle market quoted share price at 31 December 2003 of 82p this represents a 5.5% yield. Net debt was £3.6 million at 31 December 2003 compared to £1.7 million in 2002. With net assets of £29.8 million the level of gearing is 12%. Pensions The Group has made the disclosures required under the transitional rules of FRS17 'Retirement Benefits' in respect of the defined pension scheme for UK employees. Under these rules the pension fund had assets of £10.1 million and a present value of liabilities of £14.9 million at 31 December 2003. This deficit of £4.8 million is an increase from 2002 (£3.3 million) although the funding ratio (the ratio of the deficit in the scheme to the present value of its liabilities) remained similar at 68% for 2003 (2002: 71%). The scheme has been closed to new entrants from 1 October 2001 and both the Company and the scheme members increased their contributions to the scheme in March 2003. Treasury Treasury 2003 2003 2002 2002 Average Year End Average Year End ______ ______ ______ ______ US Dollar/Sterling 1.64 1.78 1.51 1.60 Euro/Sterling 1.45 1.42 1.59 1.53 ______ ______ ______ ______ Exchange rates movements had a beneficial effect on the 2003 results. The movement in the euro had a profit benefit of approximately £0.5 million offset by a £0.2 million adverse movement in the US dollar. Analysis of exposure to main currency groups £ million equivalent £m incurred in: £ US$ € Total ______ ______ ______ ______ Turnover 7.6 5.6 10.3 23.5 Cost of sales (11.5) (2.9) (4.1) (18.5) ______ ______ ______ ______ Gross profit (3.9) 2.7 6.2 5.0 Distribution costs (1.0) (0.8) (0.1) (1.9) Administration expenses (2.0) - - (2.0) ______ ______ ______ ______ Operating profit/(loss) (6.9) 1.9 6.1 1.1 ______ ______ ______ ______ 2002 operating profit/(loss) pre-exceptionals (7.7) 2.6 7.3 2.2 ______ ______ ______ ______ The construction of the US plant was partly funded by a $4.2 million three year loan. The loan is repaid from the dollar income generated by the Group's North American operations and at the end of 2003 $1.4 million of the loan was outstanding. The Board has defined policies and procedures relating to treasury management and accounting practices. These are designed to provide appropriate business support, consistency of reporting and to mitigate risk. During 2003 the Group increased the foreign exchange hedging that it undertakes to hedge approximately 66% of the net foreign currency exposure for the next six months sales. Translation exposure is not hedged. Interest rates on borrowings are all based on variable rates plus a bank margin and are unhedged as the interest rate risk is not, at present, considered material. Accounting Policies Although no new accounting standards were adopted in 2003, International Accounting Standards are due for adoption in 2005. The Group has commenced planning for the introduction of these standards. Going Concern Statement After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements. C G Hurst Finance Director consolidated profit and loss account as at 31 December 2003 2002 Pre Exceptional Post Exceptional item Exceptional 2003 item (note 3) item Note £000 £000 £000 £000 ______ ______ ______ ______ Turnover - continuing operations 2 23,504 23,468 - 23,468 Cost of sales (18,478) (17,242) 2,155 (15,087) ______ ______ ______ ______ Gross profit 5,026 6,226 2,155 8,381 Distribution costs (1,884) (1,923) (36) (1,959) Administrative expenses (2,047) (2,152) 165 (1,987) Other operating income - - 3,464 3,464 ______ ______ ______ ______ Operating profit - continuing operations 1,095 2,151 5,748 7,899 Profit on disposal of fixed assets - - 875 875 ______ ______ ______ ______ Profit on ordinary activities before interest and tax 1,095 2,151 6,623 8,774 Interest receivable 6 18 9 - 9 Interest payable and similar charges 7 (158) (208) - (208) ______ ______ ______ ______ Profit on ordinary activities before taxation 4 955 1,952 6,623 8,575 Tax on profit on ordinary activities 8 (219) (517) (2,019) (2,536) ______ ______ ______ ______ Profit for the financial year 10 736 1,435 4,604 6,039 Equity dividends - paid (906) (906) Equity dividends - proposed (725) (1,813) ______ ______ Total dividends paid and proposed 9 (1,631) (2,719) ______ ______ Retained (loss)/profit for the financial year 19 (895) 3,320 ______ ______ Basic earnings per ordinary share 9 2.0p 4.0p - 16.6p ______ ______ ______ ______ Diluted earnings per ordinary share 9 2.0p 4.0p - 16.6p ______ ______ ______ ______ There are no exceptional items in 2003. All amounts in the profit and loss account are derived from continuing operations for the current and prior year. There is no difference in profit for the financial year stated above and the historical cost equivalents and therefore no separate note of historical cost profits and losses has been presented. consolidated statement of total recognised gains and losses for the year ended 31 December 2003 2003 2002 £000 £000 ______ ______ Profit for the financial year 736 6,039 Currency translation differences on foreign currency net investments (860) (730) ______ ______ Total recognised gains and losses relating to the year (124) 5,309 ______ ______ consolidated balance sheet as at 31 December 2003 Note 2003 2003 2002 2002 £000 £000 £000 £000 ______ ______ ______ ______ Fixed assets Tangible assets 11 32,375 34,765 32,375 34,765 ______ ______ Current assets Stocks 13 3,178 3,380 Debtors 14 5,893 5,625 Cash at bank and in hand 212 372 ______ ______ 9,283 9,377 Creditors: amounts falling due within one year 15 (7,263) (6,831) ______ ______ Net current assets 2,020 2,546 ______ ______ Total assets less current liabilities 34,395 37,311 Creditors: amounts falling due after more than one year 16 (57) (1,049) Provisions for liabilities and charges 17 (4,502) (4,671) ______ ______ Net assets 29,836 31,591 ______ ______ Capital and reserves Called-up share capital 18,19 1,813 1,813 Share premium account 19 13,707 13,707 Capital redemption reserve 19 5 5 Profit and loss account 19 14,311 16,066 ______ ______ Total shareholders' funds - equity 20 29,836 31,591 ______ ______ company balance sheet as at 31 December 2003 2003 2003 2002 2002 £000 £000 £000 £000 Note ______ ______ ______ ______ Fixed assets Tangible assets 11 25,728 26,985 Investments 12 7,581 9,492 ______ ______ 33,309 36,477 Current assets Stocks 13 2,365 2,838 Debtors 14 5,041 5,814 Cash at bank and in hand - 203 ______ ______ 7,406 8,855 Creditors: amounts falling due within one year 15 (7,156) (6,684) ______ ______ Net current assets 250 2,171 ______ ______ Total assets less current liabilities 33,559 38,648 Creditors: amounts falling due after more than one year 16 (57) (1,049) Provisions for liabilities and charges 17 (4,174) (4,573) ______ ______ Net assets 29,328 33,026 ______ ______ Capital and reserves Called-up share capital 18, 19 1,813 1,813 Share premium account 19 13,707 13,707 Capital redemption reserve 19 5 5 Profit and loss account 19 13,803 17,501 ______ ______ Total shareholders' funds - equity 20 29,328 33,026 ______ ______ consolidated cash flow statement for the year ended 31 December 2003 Note 2003 2003 2002 2002 £000 £000 £000 £000 ______ ______ ______ ______ Net cash inflow from operating activities 24 3,516 10,954 Returns on investments and servicing of finance Interest received 18 9 Interest paid - bank and other (89) (181) - finance leases (27) (27) ______ ______ (98) (199) Taxation Mainstream corporation tax (1,103) (566) Overseas tax (57) 39 ______ ______ (1,160) (527) Capital expenditure Purchase of fixed assets (1,614) (5,197) Sale of fixed assets 27 26 Capital receipts from insurers relating to the fire 3 - 875 ______ ______ (1,587) (4,296) Equity dividends paid (2,719) (2,719) ______ ______ Cash (outflow)/inflow before financing (2,048) 3,213 ______ ______ Financing Capital element of finance lease payments (119) (138) New borrowings - - Repayment of loan instalments (832) (928) ______ ______ (951) (1,066) ______ ______ (Decrease)/increase in cash in the year (2,999) 2,147 ______ ______ reconciliation of net cash flow to movement in net debt for the year ended 31 December 2003 Note 2003 2002 £000 £000 ______ ______ (Decrease)/increase in cash in the year (2,999) 2,147 Cash outflow from decrease in debt and lease finance 951 1,066 ______ ______ Change in net debt resulting from cash flows (2,048) 3,213 Translation differences 145 212 ______ ______ Movement in net debt in the year (1,903) 3,425 Net debt at the start of the year (1,675) (5,100) ______ ______ Net debt at the end of the year 25 (3,578) (1,675) ______ ______ notes to the financial statements 1. Accounting policies Basis of preparation The financial statements have been prepared in accordance with applicable Accounting Standards, and under the historical cost accounting rules. The following principal accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group's financial statements. The Group has followed the transitional rules of FRS 17 'Retirement Benefits' this year, providing certain additional disclosures for its defined benefit pension scheme. Basis of consolidation The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings. All companies within the Group make up their financial statements to 31 December. Unless, otherwise stated, the acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal. A separate profit and loss account dealing with the results of the Parent Company only has not been presented, as permitted by Section 230 of the Companies Act 1985 (see note 10). Tangible fixed assets and depreciation Depreciation is provided by the Group to write off the cost less the estimated residual value of tangible fixed assets by equal annual instalments over their estimated useful economic lives as follows: Freehold buildings 20 years Plant and machinery 5 - 15 years Computer equipment and vehicles 3 - 5 years No depreciation is provided on freehold land. Licences purchased by the Group are amortised over five years. Assets held under finance leases are depreciated over the lease term where this is shorter than the estimated useful economic life. Foreign currencies Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange at the balance sheet date and the gains or losses on translation are included in the profit and loss account. Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. The results of the overseas subsidiary undertakings and overseas branches are translated at the average rate of exchange ruling during the year. The assets and liabilities of the overseas undertakings are translated at the closing exchange rate. Exchange differences arising from the retranslation of the opening net investment in overseas undertakings, and differences between the profits for the year translated at the average and closing rates, are taken to reserves, net of exchange differences arising on related foreign currency borrowings. Research and development expenditure Expenditure on research and development is written off against profits in the year in which it is incurred. Stocks Stocks are stated at the lower of cost and net realisable value. In determining the cost of raw materials, consumables and goods purchased for resale, the weighted average purchase price is used. For work in progress and finished goods manufactured by the Group, cost is taken as production cost, which includes an appropriate proportion of attributable overheads. Goodwill Purchased goodwill (both positive and negative) arising on consolidation in respect of acquisitions before 1 January 1998, when FRS 10 Goodwill and intangible assets was adopted, was written off to reserves in the year of acquisition. When a subsequent disposal occurs any related goodwill previously written off to reserves is written back through the profit and loss account as part of the profit or loss on disposal. Purchased goodwill (representing the excess of the fair value of the consideration given and associated costs over the fair value of the separable net assets acquired) arising on consolidation in respect of acquisitions since 1 January 1998 is capitalised. Positive goodwill is amortised to nil by equal annual instalments over its estimated useful life, not exceeding 20 years. On the subsequent disposal or termination of a business acquired since 1 January 1998, the profit or loss on disposal or termination is calculated after charging the unamortised amount of any related goodwill. In the Company's financial statements, investment in subsidiary undertakings is stated at cost less any provision against the value. Pensions The Company operates a pension scheme providing benefits based on final pensionable pay, the assets of which are held independently from those of the Company. Contributions to the scheme are charged to the profit and loss account so as to spread the cost of pensions over employees' working lives with the Company. The Group also operates defined contribution pension schemes in the US and the UK. Contributions to these schemes are charged to the profit and loss account as they are incurred. Finance leases Where the Company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a finance lease. The asset is recorded in the Balance sheet as a tangible fixed asset and depreciated in accordance with the Group's depreciation policy. The capital element of future lease payments is included under creditors. Interest is included within 'interest payable and similar charges' within the profit and loss account. Operating leases Operating leases are any other leases which are not finance leases. Rental charges in respect of operating leases are charged to the profit and loss account on a straight line basis over the life of the lease. Taxation The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19. Turnover Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers during the year. Cash Cash, for the purpose of the cash flow statement, comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand. 2. Turnover by geographical market Other UK and Eire France Germany Europe £000 £000 £000 £000 ______ ______ ______ ______ 2003 6,895 2,568 3,857 4,191 2002 7,335 2,754 3,121 4,529 ______ ______ ______ ______ (continued from table above) North Rest of America the World Total £000 £000 £000 ______ ______ ______ 2003 5,531 462 23,504 2002 5,331 398 23,468 ______ ______ ______ In the opinion of the Directors the Group is engaged in only one class of business. All turnover originates in the UK. 3. Exceptional item On 22 October 2000, there was a fire at the Group's Croydon site. In 2001 the expense incurred and insurance proceeds received up to 31 December 2001 were shown in the accounts as an exceptional item. A final settlement of £13.9 million was agreed with insurers in July 2002, of this £6.1 million was received in 2000/1 and £7.8 million in 2002. 2003 2002 £000 £000 ______ ______ Stock destroyed - - Net book value of fixed assets destroyed - - Revenue costs incurred - (1,207) Cash received from insurers - 7,830 ______ ______ Exceptional item before taxation - 6,623 Tax on exceptional item - (2,019) ______ ______ Exceptional item after taxation - 4,604 ______ ______ The insurance proceeds have not been allocated to specific items by the loss adjusters and Zotefoams' management have therefore allocated these proceeds using their best estimates at the time. Of the £7.8 million received in 2002 management have allocated £3.4 million to revenue cost, £0.9 million to fixed assets destroyed in the fire and the remaining £3.5 million has been treated as compensation for lost sales and allocated to other operating income. There were no exceptional items in 2003. 4. Profit on ordinary activities before taxation 2003 2002 £000 £000 Profit on ordinary activities before taxation is stated after charging: Amounts payable under operating leases 74 71 Research and development costs 635 492 Auditors' remuneration: Audit: Group 64 61 Company 58 57 Other fees paid to the auditors and their associates - recurring 12 12 - non-recurring 32 49 ______ ______ 44 61 Net exchange (gains)/losses (168) 79 Depreciation and amortisation of fixed assets - owned assets 2,998 2,925 - leased assets 159 159 ______ ______ 5. Staff numbers and costs The average number of people employed by the Group (including Directors) during the year, analysed by category, was as follows: Number of Number of employees employees 2003 2002 ______ ______ Production 124 121 Maintenance 19 20 Distribution and marketing 29 29 Administration and technical 64 64 ______ ______ 236 234 ______ ______ The aggregate payroll costs of these persons were as follows: 2003 2002 £000 £000 ______ ______ Wages and salaries 6,328 6,140 Social security costs 508 556 Other pension costs 559 488 ______ ______ 7,395 7,184 ______ ______ 6. Interest receivable 2003 2002 £000 £000 ______ ______ Interest on bank deposits 1 9 Interest on other deposits 17 - ______ ______ 18 9 ______ ______ 7. Interest payable and similar charges 2003 2002 £000 £000 ______ ______ On bank loans and overdrafts 131 181 On finance leases 27 27 ______ ______ 158 208 ______ ______ 8. Tax on profit on ordinary activities 2003 2002 £000 £000 ______ ______ UK corporation tax at 30% (2002: 30%) 291 190 Overseas taxation 45 (40) Adjustment to prior year UK tax charge 52 168 ______ ______ Current taxation before tax on exceptional item 388 318 Deferred taxation before tax on exceptional item (169) 199 ______ ______ Total tax charge before tax on exceptional item 219 517 ______ ______ Tax on exceptional item: UK corporation tax - 1,798 Deferred tax - 221 ______ ______ - 2,019 ______ ______ Total tax charge 219 2,536 ______ ______ Factors affecting the tax charge for the current period The current charge for the period is higher (2002: lower) than the standard rate of corporation tax in the UK of 30% (2002: 30%). The differences are explained below. 2003 2002 £000 £000 ______ ______ Current tax reconciliation Profit on ordinary activities before tax 955 8,575 ______ ______ Current tax at 30% (2002: 30%) 287 2,572 Effects of: Research and Development tax credits less expenses not deductible for tax purposes (25) 3 Depreciation in excess of capital allowances for period 58 (553) Higher tax rates on overseas earnings 16 17 Adjustments to tax charge in respect of previous periods 52 77 ______ ______ Total current tax charge 388 2,116 ______ ______ 9. Dividends and earnings per share 2003 2002 £000 £000 ______ ______ Interim dividend of 2.5p (2002: 2.5p) net per 5p ordinary share 906 906 Proposed final dividend of 2.0p (2002: 5.0p) net per 5p ordinary share 725 1,813 ______ ______ 1,631 2,719 ______ ______ Dividends per ordinary share 4.5p 7.5p ______ ______ Earnings per ordinary share Earnings per ordinary share is calculated by dividing profit after tax of £736,000 (2002: £6,039,000) by the weighted average number of shares in issue during the year. Diluted earnings per ordinary share adjusts for the potential dilutive effect of share option schemes in accordance with FRS 14. 2003 2002 ______ ______ Average number of ordinary shares issued 36,255,772 36,255,772 Deemed issued for no consideration 69,168 61,204 ______ ______ Diluted 36,324,940 36,316,976 ______ ______ Shares deemed issued for no consideration have been calculated based on the potential dilutive effect of the Save As You Earn share option scheme, the Executive Share Option Scheme and options granted under the Inland Revenue Approved Share Option Scheme: Date from which exercisable Number of Number of shares under shares under Exercise option option price 2003 2002 ______ ______ ______ 4 April 2004 92.5p 64,864 64,864 24 April 2004 93.5p 301,603 301,603 21 August 2004 107.5p 125,580 236,666 1 June 2005 77.0p 212,540 261,631 20 August 2005 80.5p 654,494 794,685 18 March 2006 80.0p 872,865 - ______ ______ ______ The average fair value of one ordinary share during the year was considered to be 83.5p (2002: 90.0p). 10. Profit for the financial year The Group accounts do not include a separate profit and loss account for Zotefoams plc (the parent undertaking) as permitted by Section 230 of the Companies Act 1985. The Parent Company loss after tax for the financial year is £1,508,000 (2002 profit: £6,242,000). 11. Tangible fixed assets Computer Freehold equipment land and Plant and and buildings machinery vehicles Total £000 £000 £000 £000 ______ ______ ______ ______ The Group Cost At 1 January 2003 14,274 35,703 2,095 52,072 Additions 393 1,093 76 1,562 Foreign exchange (392) (430) (19) (841) Disposals - (30) (64) (94) ______ ______ ______ ______ At 31 December 2003 14,275 36,336 2,088 52,699 ______ ______ ______ ______ Depreciation At 1 January 2003 1,930 14,178 1,199 17,307 Charge for the year 550 2,257 350 3,157 Foreign exchange (2) (57) (13) (72) On disposals - (4) (64) (68) ______ ______ ______ ______ At 31 December 2003 2,478 16,374 1,472 20,324 ______ ______ ______ ______ Net book value At 31 December 2003 11,797 19,962 616 32,375 ______ ______ ______ ______ At 31 December 2002 12,344 21,525 896 34,765 ______ ______ ______ ______ Company Cost At 1 January 2003 10,071 31,245 1,992 43,308 Additions 391 956 67 1,414 Disposals - - (64) (64) ______ ______ ______ ______ At 31 December 2003 10,462 32,201 1,995 44,658 ______ ______ ______ ______ Depreciation At 1 January 2003 1,716 13,450 1,157 16,323 Charge for the year 398 1,951 322 2,671 On disposals - - (64) (64) ______ ______ ______ ______ At 31 December 2003 2,114 15,401 1,415 18,930 ______ ______ ______ ______ Net book value At 31 December 2003 8,348 16,800 580 25,728 ______ ______ ______ ______ At 31 December 2002 8,355 17,795 835 26,985 ______ ______ ______ ______ Included in computer equipment and vehicles and total fixed assets above for both the Company and the Group is £238,000 (2002: £396,000) in respect of the net book value of assets held under finance leases. 12. Fixed asset investments Company Company 2003 2002 £000 £000 ______ ______ Shares in Group undertakings - at cost 4,505 4,505 Provision against the value of investment in subsidiary to reflect the value of the underlying net assets (3,294) - Loan to Zotefoams Fabrications Limited 6,370 4,987 ______ ______ 7,581 9,492 ______ ______ The investments consist of the entire ordinary share capital of Zotefoams International Limited (£255,000), and the entire ordinary share capital of £4,250,002 and a $11,342,000 loan to Zotefoams Fabrications Limited. Both companies are incorporated in the UK. The following is a complete list of the subsidiary undertakings of the Company, all of which are either directly or indirectly 100% owned: Zotefoams International Limited Zotefoams Inc. Zotefoams Fabrications Limited All the limited companies are incorporated in the United Kingdom, with the exception of Zotefoams Inc. which is incorporated in the US. The principal activities of the subsidiary undertakings are as follows: Zotefoams Fabrications Limited manufactures cross-linked block foams, Zotefoams Inc. purchases and distributes cross-linked block foams and Zotefoams International Limited is a holding company. In the opinion of the Directors the investments in the Company's subsidiary undertakings are worth at least the amount at which they are stated in the balance sheet. 13. Stocks Group Group Company Company 2003 2002 2003 2002 £000 £000 £000 £000 ______ ______ ______ ______ Raw materials and consumables 1,311 1,673 1,296 1,673 Work in progress 624 760 597 734 Finished goods and goods for resale 1,243 947 472 431 ______ ______ ______ ______ 3,178 3,380 2,365 2,838 ______ ______ ______ ______ 14. Debtors Group Group Company Company 2003 2002 2003 2002 £000 £000 £000 £000 ______ ______ ______ ______ Amounts falling due within one year: Trade debtors 5,743 5,473 4,548 4,430 Amounts owed by Group undertakings - - 359 1,282 Other debtors 3 78 3 44 Prepayments and accrued income 147 74 131 58 ______ ______ ______ ______ 5,893 5,625 5,041 5,814 ______ ______ ______ ______ 15. Creditors: amounts falling due within one year Group Group Group Group 2003 2003 2002 2002 £000 £000 £000 £000 ______ ______ ______ ______ Bank overdrafts 2,828 7 Trade creditors 855 771 Other creditors including taxation and social security: Mainstream corporation tax 385 1,165 Other taxation and social security 164 132 ______ ______ 549 1,297 Other creditors 79 339 Obligations under finance leases 119 119 Bank loans 786 872 Accruals and deferred income 1,322 1,613 Dividends proposed 725 1,813 ______ ______ 7,263 6,831 ______ ______ (continued from table above) Company Company Company Company 2003 2003 2002 2002 £000 £000 £000 £000 ______ ______ ______ ______ Bank overdrafts 2,828 - Trade creditors 855 767 Other creditors including taxation and social security: Mainstream corporation tax 396 1,156 Other taxation and social security 160 131 ______ ______ 556 1,287 Other creditors 35 272 Obligations under finance leases 119 119 Bank loans 786 872 Accruals and deferred income 1,252 1,554 Dividends proposed 725 1,813 ______ ______ 7,156 6,684 ______ ______ 16. Creditors: amounts falling due after more than one year Group and Group and Company Company 2003 2002 £000 £000 ______ ______ Finance leases: Amounts falling due in more than one year but less than two years 57 119 Amounts falling due in more than two years but less than five years - 58 Bank loans (see note 21): Amounts falling due in more than one year but less than two years - 872 Amounts falling due in more than two years but less than five years - - ______ ______ 57 1,049 ______ ______ 17. Provisions for liabilities and charges Deferred Deferred taxation taxation Group Company £000 £000 ______ ______ The Group and Company At 1 January 2003 4,671 4,573 Charge for the year in the profit and loss account (169) (399) ______ ______ At 31 December 2003 4,502 (4,174) ______ ______ Deferred tax is provided as follows: Group Group Company Company 2003 2002 2003 2002 £000 £000 £000 £000 ______ ______ ______ ______ Difference between accumulated depreciation and amortisation and capital allowances 4,502 4,671 4,174 4,573 ______ ______ ______ ______ 4,502 4,671 4,174 4,573 ______ ______ ______ ______ Deferred tax is provided at a rate of 30% (2002: 30%). No amount is included above for any liability, which might arise in respect of the undistributed reserves of the Company's overseas subsidiary undertaking, which the Group does not expect to remit to the UK. 18. Share capital 2003 2002 £ £ ______ ______ Authorised At 31 December Equity: 56,000,000 ordinary shares of 5p each 2,800,000 2,800,000 ______ ______ Allotted, called-up and fully paid At 31 December Equity: 36,255,772 ordinary shares of 5p each 1,812,789 1,812,789 ______ ______ Details of share options are provided in note 9. 19. Statement of movements in reserves and share capital Profit Capital Share Share and loss redemption premium capital £000 £000 £000 £000 ______ ______ ______ ______ The Group At 1 January 2003 16,066 5 13,707 1,813 Translation differences (860) - - - Retained loss for year (895) - - - ______ ______ ______ ______ At 31 December 2003 14,311 5 13,707 1,813 ______ ______ ______ ______ The Company At 1 January 2003 17,501 5 13,707 1,813 Translation differences (559) - - - Retained loss for year (3,139) - - - ______ ______ ______ ______ At 31 December 2003 13,803 5 13,707 1,813 ______ ______ ______ ______ The cumulative total of goodwill written off against Group profit and loss account reserves in respect of acquisitions prior to 1 January 1998 when FRS 10 (Goodwill and Intangible Assets) was adopted amounts to: £000 ______ Group 990 ______ Company 880 ______ 20. Reconciliations of movements in shareholders' funds Group Group Company Company 2003 2002 2003 2002 £000 £000 £000 £000 ______ ______ ______ ______ Profit/(loss) for the financial year 736 6,039 (1,508) 6,242 Dividends (1,631) (2,719) (1,631) (2,719) ______ ______ ______ ______ Retained (loss)/profit for the financial year (895) 3,320 (3,139) 3,523 Translation differences (860) (730) (559) (320) ______ ______ ______ ______ Net (reduction)/addition to shareholders' funds (1,755) 2,590 (3,698) 3,203 Opening shareholders' funds 31,591 29,001 33,026 29,823 ______ ______ ______ ______ Closing shareholders' funds 29,836 31,591 29,328 33,026 ______ ______ ______ ______ 21. Financial instruments Policy The Group does not enter into significant derivative transactions. The Group's principal financial instruments comprise bank loans, cash and short-term deposits. The main purpose of these financial instruments is to raise finance for the Group's operations. It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk and foreign exchange risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained fundamentally unchanged since the beginning of 2003. The disclosures in this note exclude short-term debtors and creditors. Interest rate risk The Group finances its operations through a mixture of retained profits and bank borrowings. The Group borrows in the desired currency generally at a variable rate of interest. The interest rate profile of the Group at 31 December was: 2003 2003 Fixed Variable 2003 rates rates Total £000 £000 £000 ______ ______ ______ Sterling 176 2,828 3,004 US dollar - 786 786 ______ ______ ______ 176 3,614 3,790 ______ ______ ______ (continued from table above) 2002 2002 Fixed Variable 2002 rates rates Total £000 £000 £000 ______ ______ ______ Sterling 295 7 302 US dollar - 1,745 1,745 ______ ______ ______ 295 1,752 2,047 ______ ______ ______ The interest rate payable on the sterling overdraft and the US dollar bank loan is determined by LIBOR (or similar) plus a bank margin. Liquidity risk The Group's objective is to maintain a balance of continuity of funding and flexibility through the use of overdrafts, loans and finance leases as applicable. The maturity profile of the Group's borrowings is shown in note 16. The Group has a short-term facility of £5.0 million which is freely transferable and convertible into sterling. This facility expires in February 2005 and is utilised by Zotefoams plc and its subsidiary undertakings under a cross-guarantee structure. On 17 December 2001 Zotefoams plc borrowed $4.2 million under a three year loan agreement, repayable in equal six monthly instalments. This facility is subject to covenants relating to net assets, total borrowings and cash flow. Foreign currency risk The Group has significant undertakings in the US whose revenue and expenses are denominated in US dollars. Zotefoams plc makes a significant proportion of its sales to European customers and these revenues are predominantly in Euros. It is the Group's policy to hedge the foreign currency cash flows of invoiced sales net of expected foreign expenditure. Hedging is achieved by the use of foreign currency contracts expiring in the month of expected cash flow. Fair values The fair value of all financial assets and liabilities is not materially different from the carrying value. Therefore the fair value is not separately disclosed. At 31 December 2003 the Group had forward exchange contracts with a nil carrying value and a fair value, based on estimated market values, of £3.4 million (2002: £1.0 million). 22. Commitments 2003 2002 £000 £000 ______ ______ (i) Capital contracts at the end of the financial year for which no provision has been made: 298 772 ______ ______ (ii) The Group has annual commitments under non-cancellable operating leases which expire - within one year: 73 67 - between two and five years: 117 181 ______ ______ (iii) As at 31 December the Group had foreign currency forward exchange contracts amounting to: 3,367 999 ______ ______ The above amounts apply to the Company as well as the Group apart from Capital Commitments which includes £200,000 (2002: £125,000) in respect of subsidiary undertakings. 23. Pension scheme The Company operates a defined benefit pension scheme - the Zotefoams Pension Scheme ('the scheme') providing benefits based on final pensionable pay. The assets of the scheme are held separately from those of the Company. An actuarial review of the scheme was carried out as at 6 April 2002 by an independent qualified actuary. The assumptions which have the most significant effect on the results of the valuation are: discount rate - 6.75% p.a. pre-retirement/5.25% p.a. post-retirement; rate of future salary increases - 4.25% p.a.; rate of pension increases in payments - 2.50% p.a.; and price inflation - 2.75% p.a. The valuation showed that the market value of the scheme's assets was £10,082,000 which represented 94% of the benefits that had accrued to members, after allowing for expected future increases in earnings. The total contributions payable by the Company was agreed to be 12.0% of pensionable salary to 1 March 2003 and 14.1% of pensionable salary thereafter. Employee contributions were increased from 5.0% to 6.5% of pensionable salary respectively. The pension charge for the year was £468,837 (2002: £423,099) which represents the contributions paid by the scheme in respect of the members. In addition there is a stakeholder scheme for UK employees who joined the Group after 1 October 2001. The contributions paid by the Company to the scheme was £8,965 (2002: £2,723). For US based employees, Zotefoams Inc. and Zotefoams Fabrications Limited operate a 401(k) plan and a defined contribution pension plan to which Zotefoams Inc. and Zotefoams Fabrications Limited contribute 6.2% of pensionable salary. Whilst the Group continues to account for pension costs in accordance with Statement of Standard Accounting Practice 24 'Accounting for Pension costs', under FRS 17 'Retirement benefits' the following transitional disclosures are required: A full actuarial valuation was carried out at 6 April 2002 and updated by a qualified independent actuary on a FRS 17 basis to 31 December 2003. The major assumptions used by the actuary were as follows: At year end At year end At year end 31 December 31 December 31 December 2003 2002 2001 % p.a. % p.a. % p.a. ______ ______ ______ Rate of general increase in salaries 4.30 3.85 4.50 Rate of increase of pensions in payment 2.70 2.25 2.25 Discount rate 5.36 5.47 5.83 Inflation assumption 2.80 2.35 2.50 ______ ______ ______ The assumptions used by the actuary are the best estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily be borne out in practice. The fair value of the scheme's assets, which are not intended to be realised in the short-term and may be subject to significant change before they are realised, and the present value of the scheme's liabilities, which are derived from cash flow projections over long periods and thus inherently uncertain, were: Long-term Value at Long-term rate of 31 December rate of return 2003 return 2003 £000 2002 ______ ______ ______ Equities 7.80 8,452 7.52 Bonds 5.10 1,356 5.00 Other - Cash 3.75 258 4.00 ______ ______ ______ 10,066 Present value of scheme liabilities (14,884) ______ Deficit in the scheme (4,818) Related deferred tax asset 1,445 ______ Net pension liability (3,373) ______ (continued from table above) Value at Long-term Value at 31 December rate of 31 December 2002 return 2001 £000 2001 £000 ______ ______ ______ Equities 6,579 7.95 7,875 Bonds 1,281 5.39 1,487 Other - Cash 324 4.50 414 ______ ______ ______ 8,184 9,776 Present value of scheme liabilities (11,497) (9,897) ______ ______ Deficit in the scheme (3,313) (121) Related deferred tax asset 994 36 ______ ______ Net pension liability (2,319) (85) ______ ______ Movement in deficit in scheme during the year At year end At year end 31 December 31 December 2003 2002 £000 £000 ______ ______ Deficit in scheme at beginning of year (3,313) (121) Current service cost (452) (503) Contributions paid 469 423 Past service cost - - Other finance (cost)/income (53) 148 Actuarial loss (1,469) (3,260) ______ ______ Deficit in the scheme at end of year (4,818) (3,313) ______ ______ If FRS 17 had been fully adopted in these financial statements the pension costs for the defined benefit scheme would have been: Analysis of other pension costs charged in arriving at operating profit 2003 2002 £000 £000 ______ ______ Current service cost 452 503 Past service cost - - ______ ______ 452 503 ______ ______ As the scheme is closed to new members the current service cost will increase, relative to pensionable payroll, as members of the scheme approach retirement. Analysis of amounts included in other finance income/costs 2003 2002 £000 £000 ______ ______ Expected return on pension scheme assets 585 737 Interest return on pension scheme liabilities (638) (589) ______ ______ (53) 148 ______ ______ Analysis of amount recognised in statement of total recognised gains and losses 2003 2003 2002 2002 % £000 % £000 ______ ______ ______ ______ Actuarial return less expected return on scheme assets 931 (2,646) Percentage of year end scheme assets 9 (32) Experience gains and losses arising on scheme liabilities (681) (270) Percentage of present value of year end scheme liabilities (5) (2) Changes in assumptions underlying the present value of scheme liabilities (1,719) (344) Percentage of present value of year end scheme liabilities (12) (3) ______ ______ Actuarial loss recognised in statement of total recognised gains and losses (10) (1,469) (28) (3,260) ______ ______ ______ ______ 24. Reconciliation of operating profit to net cash inflow from operating activities 2003 2002 £000 £000 ______ ______ Operating profit 1,095 7,899 Depreciation charge 3,157 3,084 Loss on disposal of assets - 4 Decrease in stocks 75 120 Increase in debtors (397) (274) (Decrease)/increase in creditors (414) 121 ______ ______ Net cash inflow from operating activities 3,516 10,954 ______ ______ In 2002 £7.8 million was received from the insurers of which £6.9 million was allocated to revenue and the remainder to capital as described in note 3. 25. Analysis of changes in net (debt)/funds At 31 At 1 January Translation December 2003 Cashflow differences 2003 £000 £000 £000 £000 ______ ______ ______ ______ Cash at bank and in hand 372 (139) (21) 212 ______ ______ ______ ______ Bank overdrafts (7) (2,860) 39 (2,828) Obligations under finance leases (295) 119 - (176) Bank loans (1,745) 832 127 (786) ______ ______ ______ ______ (1,675) (2,048) 145 (3,578) ______ ______ ______ ______ 26. Statutory accounts The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2003 or 2002 but is derived from those accounts. 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 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. 27. Reports and accounts This statement is not being posted to shareholders. The Report and Accounts for the year ended 31 December 2003 will be posted to shareholders by 30 March 2004. Further copies will be available from the Company's Registered Office: Zotefoams plc, 675 Mitcham Road, Croydon, CR9 3AL. 28. Annual general meeting The Annual General Meeting will be held on 29 April 2004, at the Company's Registered Office as above. 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