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.

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Vesuvius (VSVS)
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