Full-year results for the
period ended 31 December 2023
Results in line, business
simplification announced, higher growth outlook
£
million
unless otherwise stated
|
2023
|
2022
|
As
reported
change
|
Organic
constant- currency1 change
|
Adjusted results
Revenue
|
1,114.7
|
1,112.1
|
+0.2%
|
+2.5%
|
Group adjusted operating
profit1
|
120.3
|
151.0
|
(20.3)%
|
(16.6)%
|
Group adjusted operating profit
margin1
|
10.8%
|
13.6%
|
(280)bps
|
|
Return on invested
capital1,2
|
17.6%
|
23.7%
|
(610)bps
|
|
Adjusted EPS1
|
25.0p
|
33.8p
|
(26.0)%
|
|
Free cash flow before acquisitions,
disposals and dividends1
|
14.6
|
(46.9)
|
+131.1%
|
|
Net debt (excl. lease
liabilities)1
|
185.2
|
148.5
|
+24.7%
|
|
|
|
|
|
|
Statutory results
|
|
|
|
|
Revenue
|
1,114.7
|
1,112.1
|
|
|
Operating profit
|
91.9
|
140.8
|
(34.7)%
|
|
Profit before taxation
|
77.8
|
131.6
|
(40.9)%
|
|
Continuing
EPS3
|
16.4p
|
30.6p
|
(46.4)%
|
|
Continuing and discontinued
EPS3
|
16.6p
|
31.0p
|
(46.5)%
|
|
Cash generated from continued
operations
|
126.3
|
59.1
|
+113.7%
|
|
Total dividend per share
|
12.0p
|
12.0p
|
|
|
1. Definitions of these
non-GAAP measures can be found in the glossary of terms on page 46,
reconciliations of the statutory results to the adjusted measures
can be found on pages 14 to 18. Throughout this report these
non-GAAP measures are clearly identified by an asterisk (*) where
they appear in text and by a footnote where they appear in
tables.
2. The return on invested
capital calculation has been simplified so that it can be
calculated from published information and the prior period
comparative has been restated. See details on page 17.
3. EPS is
presented on a 'continuing' and a combined 'continuing and
discontinued' basis for statutory reporting. Further details are
provided in note 8 to the consolidated financial
statements.
Group highlights
·
|
Organic constant-currency* revenue
growth of 2.5%, with 10.4% from our faster growing
markets
|
·
|
Adjusted operating profit £120.3m,
adjusted operating profit margin 10.8% and ROIC 17.6%
|
·
|
Recovery from cyber security
incident now substantially complete
|
·
|
Cash generated from continued
operations of £126.3 million, reflecting full recovery of the
mid-year increase in working capital
|
·
|
Strong balance sheet with net
debt*/EBITDA (excl. leasing)* of 1.2 times
|
·
|
Absolute CO2e emissions
(from scope 1 and 2) reduced by 25% compared with 2022
|
·
|
Simplification of Group structure
announced alongside additional cost reduction programme
|
·
|
Further market demand driving an
acceleration of Semiconductor investment, with higher medium-term
Group growth now expected
|
·
|
Underlying outlook for 2024
performance unchanged, foreign exchange headwind
anticipated
|
Commenting on the results, Chief
Executive Officer, Pete Raby said:
"Our product differentiation and
successful business model have enabled us to deliver solid revenue
growth in both our Core and Faster Growing markets, despite the
impact of the cyber security incident in the first half and weaker
market conditions in the second. We have substantially completed
our recovery from the cyber security incident, with our
profitability and cash performance in line with our financial
framework in the second half. We are pleased to be able to
announce an acceleration of our Semiconductor capacity investment,
and a simplification of the Group that supports a leaner structure
as we enter 2024. I want to thank all our employees for their hard
work in achieving this result."
Semiconductor
Investment
The Company continues to
experience strong demand for its semiconductor consumable products
driven by growth in the Silicon Carbide wafer market for power
electronics. Having announced in December 2022 a £60 million
investment over three years to create additional capacity, we are
now increasing our investment such that we expect to have invested
£100 million by 2026. We expect this investment to drive
attractive long-term growth and strong returns, transitioning the
Group further towards faster growing markets.
Business Simplification
The Company's growth targets are
underpinned by the development of leading differentiated positions
in attractive growth markets delivered through deep process and
material know how in our manufacturing sites. In order to
streamline our management structures and optimise plant operations,
we will in future manage the Company through three distinct
segments:
Thermal Products: comprising
the current Thermal Ceramics and MMS segments, focused on growth
opportunities in which heat resistance, fire protection and
insulation are principal product attributes.
Performance Carbon: comprising the
current Electrical Carbon and part of the Seals and Bearings
segments, with a clear strategy to pursue opportunities for
carbon-based components in Semiconductor, Rail, Aerospace, Power
Generation and other markets.
Technical Ceramics: comprising the
current Technical Ceramics and part of the Seals and Bearings
segments, focused on development of our advanced ceramic
applications in Semiconductor, Healthcare, Aerospace and Industrial
equipment.
This change forms part of a
broader restructuring plan that is expected to deliver £10 million
of annualised savings by 2025, with an expected implementation cost
of around £20 million, of which £18 million are cash costs expected
to be incurred over 2023 to 2025. As well as the savings from
simplification of our structure, the Company is progressing with
the next phase of its site rationalisation programme with four
factories identified for closure.
|
FY
2023
£m
|
FY
2024
£m
|
FY
2025
£m
|
Total
£m
|
Adjusted operating
profit1 benefits (incremental)
|
1
|
7
|
10
|
-
|
Costs charged to
specific adjusting items
|
(7)
|
(11)
|
(2)
|
(20)
|
Outlook
Whilst mindful of weaker market
conditions in the near term, our outlook for full-year constant
currency revenue growth remains in line with our financial
framework. We expect our restructuring plan to deliver
initial cost benefits in 2024, whilst we are also accelerating our
investment in Semiconductor capacity as we ramp up to meet strong
demand, and increasing our investment in IT. Our underlying
outlook for 2024 performance is unchanged, with a slight weighting
to our second half as additional capacity comes online, and a
foreign exchange headwind anticipated.
1.
Definitions of these non-GAAP measures can be found in the glossary
of terms on page 46, reconciliations of the statutory results to
the adjusted measures can be found on pages 14 to 18.
Our purpose
Our purpose is to use advanced materials to
make the world more sustainable and to improve the quality of
life. This purpose guides our actions: it underpins
our work to reduce our environmental impact, informs how we treat
our people, and ensures we fulfil our responsibility for good
corporate governance.
We deliver on our purpose through
the products that we make and the way that we make them.
·
|
We improve the quality of life by
supporting medical diagnostics with our power tubes in medical
scanners. Our feedthroughs are at the core of cochlear implants and
our seals are used in blood pumps. These products transform
people's lives.
|
·
|
Our products help keep people safe.
We are proud to design fire protection in everything from cars
to tunnels, and ships to oil platforms.
|
·
|
We design and manufacture our
products to help customers save energy.
|
·
|
Our carbon brushes are integral to
wind turbines and power generators and enable electrified rail
transport.
|
·
|
Our ceramic rollers are used to
make thin-film solar panels, our insulation is used in solar towers
and steam turbines, and our ceramic cores are used to make more
efficient industrial gas turbines. These are all products which
promote a more sustainable and environmentally secure future for
our planet.
|
Our strategy
Our strategy builds on our
strengths and focuses the Group on scalable businesses in
attractive markets, and on the development of our three core
capabilities in customer focus, application
engineering and materials science. To continue the
development of our core capabilities we have three execution
priorities:
Big positive difference - making
sure we govern our business the right way, looking after the
environment, looking after our people and operating to high ethical
standards. This priority supports our focus on living and breathing our commitments on inclusion, treating
people fairly, reducing waste, managing our water consumption, and
reducing emissions.
Delight the customer
- following on from our foundational work on
sales effectiveness, we are working to shape our product and
service offerings further based on customer needs, with the overall
objective of making our business more customer-centric. We gathered
customer feedback during 2022 through a range of channels and are
using that to understand our customer segments in more detail. This
will enable us to align our product, service and support offerings
more closely to customer needs.
Innovate to grow -
many of our customers have an increasing need to
reduce their energy consumption and CO2 emissions, or to
deliver higher performance from their processes, and these
customers need our help. This priority supports our focus on
working with the customer to innovate in traditional heavy
industries whilst accelerating our development in our faster
growing markets: clean energy,
clean transportation, semiconductors and
healthcare.
We have been focusing our product development and
business development efforts in these markets over the recent years
to develop new and differentiated products that solve complex
problems for our customers.
·
|
Clean energy. Growth in energy
storage, brushes and slip rings for onshore wind applications and
ceramic and carbon products used in solar panel
manufacture.
|
·
|
Clean transportation. Growth in
our rail collector business for metro and main rail applications,
and in water and vacuum pump components for electric vehicle
applications.
|
·
|
Semiconductors. Growth from carbon
and ceramic consumable supply into key semiconductor process steps
including crystal growth, deposition, lithography and
etch.
|
·
|
Healthcare. Growth from medical
imaging and supply of low temperature insulation for medicine and
vaccine transport and storage.
|
During 2023, organic constant-currency* revenue
growth in these segments was 10.4%, which represented 21.3% of our
revenue overall.
Our financial framework
We have a clear, through-cycle financial
framework, consisting of:
·
|
Organic constant-currency* revenue
growth of 4%-7% through the cycle
|
·
|
Adjusted operating profit margin*
of 12.5%-15%
|
·
|
Return on invested capital* of
17%-20%
|
·
|
Leverage (net debt*/EBITDA excl.
leasing*) of 1.0-2.0 times
|
Our framework drives enhanced earnings growth and
underpins our strategy. We have upgraded our constant-currency*
growth guidance for 2024 onwards (previously 3%-6%) in
anticipation of the significant Semiconductor investment, noted on
page 2.
Our environment, social and
governance (ESG) priorities
In March 2021, we set stretching targets to improve
our environmental, social and governance performance and become a
more sustainable business. We take these commitments seriously and
have plans in place to deliver against them in the coming
years.
Protect the environment
·
|
Our goal is to be a
CO2e Scope 1 and 2 net zero business by 2050. Our 2030
target is to reduce our scope 1 and 2 CO2e emissions by
50% (from a 2015 baseline), and during the year we reduced our
emissions by 25%. We are now 54% below our 2015 baseline and
on track to meet our 2030 goal.
|
·
|
Our goal is to use water
sustainably across our business. Our 2030 target is to reduce our
overall water usage, as well as our water usage in high and
extremely high stress areas, by 30% (from a 2015 baseline). Our
overall water usage decreased by 11% compared with last year and
water in high-stress areas has reduced by 14%. We are on track to
meet our 2030 goal.
|
Provide a safe, fair and inclusive
workplace
·
|
Our goal is to create an
environment and culture with zero harm to our employees. Our 2030
target is a lost-time accident rate below 0.1 (lost-time accidents
per 100,000 hours worked). Our LTA rate
was 0.19 (2022: 0.28), an improvement over the prior year
reflecting the significant focus on employee safety and wellbeing.
During the year we refreshed our 'take 5 for safety' process,
introducing new templates and training all of our people. We also
completed further work to improve the safety of our high
temperature processes and deployed a new EHS system to facilitate
reporting and management of EHS activities.
|
·
|
Our goal is that our employee
demographics reflect the communities that we operate in. Our 2030
target is for 40% female representation across our leadership
population of our organisation. Our
diversity position improved slightly over the year with 30% females
in our leadership population. While we have done a lot to improve
our business as an environment for female leaders, we have yet to
make progress on this metric and we will be taking further steps in
2024 including further policy improvements, ensuring diverse
shortlists when filling roles and accelerating the development of
our female leaders.
|
·
|
Our goal is to be a welcoming and
inclusive environment where our employees can grow and
thrive. Our 2030 target is to attain a top quartile employee
engagement score. We completed a pulse
engagement survey in December 2023 and our engagement score was
54%, this reflects a 1% reduction from the equivalent population
last year. We will be completing a full survey in June 2024 and are
continuing to drive actions locally and globally to improve the
experience of our people.
|
Our Group Environment, Health and
Sustainability Director and Group HR Director coordinate our
improvement projects. In addition, the Board reviews progress
quarterly and takes an active role in holding the executive team to
account on improving ESG performance.
Enquiries
|
|
|
Pete Raby
|
Morgan Advanced
Materials
|
01753 837 000
|
Richard Armitage
|
Morgan Advanced
Materials
|
|
Nina Coad
|
Brunswick
|
0207 404 5959
|
Results presentation
today
There will be an analyst and
investor presentation at 09:30 (UK time) today via
web-conference.
A live audio webcast and slide
presentation of this event will be available on
www.morganadvancedmaterials.com
We recommend you register by 09:15 (UK
time).
Basis of preparation
Non-GAAP measures
Throughout this report, adjusted
measures are used to describe the Group's financial performance.
These are not recognised under IFRS or other generally accepted
accounting principles (GAAP).
The Executive Committee and
the Board manage and assess the performance of the business on
these measures and they are presented as the Directors consider
they provide useful information to shareholders, including
additional insight into ongoing trading and year-on-year
comparisons. These non-GAAP measures should be viewed as
complementary to, not replacements for, the comparable GAAP
measures.
Throughout this report these
non-GAAP measures are clearly identified by an asterisk (*) where
they appear in text, and by a footnote when they appear in tables
and charts. Definitions of these non-GAAP measures can be found in
the glossary of terms on page 46, and reconciliations of the
statutory results to the adjusted measures can be found on pages 14
to 18.
Review of operations
|
Revenue
|
Adjusted operating
profit1
|
Adjusted
operating
profit margin1
%
|
|
2023
|
|
2022
|
2023
|
|
2022
|
2023
|
|
2022
|
|
£m
|
|
£m
|
£m
|
|
£m
|
%
|
|
%
|
|
Thermal Ceramics
|
402.2
|
|
421.4
|
34.5
|
|
48.7
|
8.6%
|
|
11.6%
|
|
Molten Metal Systems
|
52.2
|
|
57.8
|
5.7
|
|
7.8
|
10.9%
|
|
13.5%
|
|
Electrical Carbon
|
201.4
|
|
188.7
|
41.5
|
|
39.7
|
20.6%
|
|
21.0%
|
|
Seals and Bearings
|
145.8
|
|
148.5
|
11.4
|
|
19.0
|
7.8%
|
|
12.8%
|
|
Technical Ceramics
|
313.1
|
|
295.7
|
33.1
|
|
41.7
|
10.6%
|
|
14.1%
|
|
Segment total
|
1,114.7
|
|
1,112.1
|
126.2
|
|
156.9
|
11.3%
|
|
14.1%
|
|
Corporate costs
|
|
|
|
(5.9)
|
|
(5.9)
|
|
|
|
|
Group adjusted operating
profit1
|
|
|
120.3
|
|
151.0
|
10.8%
|
|
13.6%
|
|
Amortisation of intangible
assets
|
(3.3)
|
|
(4.7)
|
|
|
|
|
Operating profit before specific adjusting
items
|
117.0
|
|
146.3
|
10.5%
|
|
13.2%
|
|
Specific adjusting items included
in operating profit2
|
(25.1)
|
|
(5.5)
|
|
|
|
|
Operating profit
|
|
|
91.9
|
|
140.8
|
8.2%
|
|
12.7%
|
|
Net financing costs
|
|
|
|
(14.1)
|
|
(9.2)
|
|
|
|
|
Profit before taxation
|
|
|
77.8
|
|
131.6
|
|
|
|
|
|
1. Definitions of these non-GAAP
measures can be found in the glossary of terms on page 46,
reconciliations of the statutory results to the adjusted measures
can be found on pages 14 to 18.
2. Details of
specific adjusting items from continuing operations are disclosed
in note 4 to the consolidated financial statements.
Thermal Ceramics
Revenue for Thermal Ceramics for
the year was £402.2 million, representing a decrease of 4.6%
compared with £421.4 million in 2022. Reductions in Conventional
energy and Industrial segments were partially offset by growth
across several segments including Healthcare, Conventional
transportation and Metals. Foreign exchange has been a substantial
driver of the decline as on an organic constant-currency* basis,
year-on-year revenue decreased by 0.7%.
Thermal Ceramics operating profit
was £25.3 million (2022: £44.3 million), and operating margin was
6.3% (2022: 10.5%). Operating margin has declined versus prior year
owing to inefficiencies from the cyber security incident impacting
the first half of the year. Full year margins show significant
recovery through H2. Details of the specific adjusting items charge
of £8.0 million (2022: £2.8 million) are included in note 4.
Adjusted operating profit* was £34.5 million (2022: £48.7 million)
with adjusted operating profit margin* of 8.6% (2022:
11.6%).
Molten Metal Systems
Revenue for Molten Metals Systems
for the year was £52.2 million, a decrease of 9.7% compared with
£57.8 million in 2022. Revenue decline is seen across both
Industrial and Metals segments due to reduced market demand. On an
organic constant-currency* basis, year-on-year revenue decreased by
8.1%.
Molten Metal Systems operating
profit was £4.2 million (2022: £7.5 million), and operating profit
margin was 8.0% (2022: 13.0%). Margin weakening has been caused by
the drop through of volume decline as well as cyber security
related inefficiencies in the first half. Details of the specific
adjusting items charge of £1.3 million (2022: £nil) are included in
note 4. Adjusted operating profit* was £5.7 million (2022: £7.8
million) with adjusted operating profit margin* of 10.9% (2022:
13.5%).
Electrical Carbon
Revenue for Electrical Carbon for
the year was £201.4 million, representing an increase of 6.7%
compared with £188.7 million in 2022, driven by significant growth
in our Semiconductor segment. On an organic constant-currency*
basis, year-on-year revenue increased by 9.7%.
Electrical Carbon operating profit
was £38.7 million (2022: £39.1 million), and operating profit
margin was 19.2% (2022: 20.7%). Slight margin reduction is a result
of cyber security incident related inefficiencies in the first half
of the year. Details of the specific adjusting items charge of £2.3
million (2022: £0.1 million credit) are included in note 4.
Adjusted operating profit* was £41.5 million (2022: £39.7 million)
with an adjusted operating profit margin* of 20.6% (2022:
21.0%).
Seals and Bearings
Revenue for Seals and Bearings in
2023 was £145.8 million, representing a decrease of 1.8% compared
with £148.5 million in 2022, with the primary driver being a
decline in the Industrial segment offset by strong growth in the
Healthcare and Petrochemical segments. On an organic
constant-currency* basis, year-on-year revenue decreased by 1.2%.
Ceramic armour sales in 2023 were £25.4 million (2022: £25.5
million).
Seals and Bearings operating
profit was £3.3 million (2022: £16.6 million), and operating profit
margin was 2.3% (2022: 11.2%). Details of the specific adjusting
items charge of £7.4 million (2022: £1.6 million) are included in
note 4. Margin deteriorated as a result of manufacturing
inefficiencies from the cyber security incident. Adjusted operating
profit* was £11.4 million (2022: £19.0 million), with an adjusted
operating profit margin* of 7.8% (2022: 12.8%).
Technical Ceramics
Revenue for the Technical Ceramics
global business unit in 2023 was £313.1 million, an increase of
5.9% compared with £295.7 million in 2022, driven by strong growth
in Conventional transport (particularly Aerospace) and Security and
defense with a combination of market growth and share wins. On an
organic constant-currency* basis, year-on-year revenue increased by
6.4%.
Technical Ceramics operating
profit was £40.4 million (2022: £39.2 million), and operating
profit margin was 12.9% (2022: 13.3%). Details of the specific
adjusting items credit of £8.0 million (2022: £1.2 million charge)
are included in note 4. Margin decline due to continued system
recovery from the cyber security incident and related
inefficiencies. Adjusted operating profit* was £33.1 million (2022:
£41.7 million), with an adjusted operating profit margin* of 10.6%
(2022: 14.1%).
Group financial review
Group revenue was £1,114.7 million
(2022: £1,112.1 million), an increase of 0.2% on a reported basis
compared with 2022.
Group adjusted operating profit*
was £120.3 million (2022: £151.0 million). Adjusted operating
profit margin* was 10.8%, compared with 13.6% for 2022.
Operating profit was £91.9 million
(2022: £140.8 million) and profit before tax was £77.8 million
(2022: £131.6 million). Specific adjusting items in 2023 was a net
pre-tax charge of £25.1 million (2022: £5.5 million), primarily
relating to the cyber security incident in January 2023, impairment
of non-financial assets, and impact of Argentina's currency
devaluation. Further details are included under Specific adjusting
items below.
The Group amortisation charge was
£3.3 million (2022: £4.7 million).
The net finance charge was £14.1
million (2022: £9.2 million) comprising net bank interest and
similar charges of £11.7 million (2022: £5.4 million), net interest
on IAS 19 pension obligations of £nil (2022: £1.4 million), and the
interest expense on lease liabilities of £2.4 million (2022: £2.4
million) resulting from IFRS 16 Leases. Bank charges have increased
because of higher borrowings and interest rates.
Looking forward to 2024, we
anticipate that the net finance charge will be around £18-20
million, comprising: net bank interest and similar charges of
£16-17 million; net interest on IAS 19 pension obligations of £0.5
million; and net interest expense on lease liabilities of £2
million.
The Group tax charge from
continuing operations, excluding specific adjusting items, was
£26.0 million (2022: £37.1 million). The effective tax rate,
excluding specific adjusting items, was 25.3.% (2022: 27.0%). Note
6 to the consolidated financial statements on page 34 provides
additional information on the Group's tax charge. Looking forward
to 2024, we anticipate that the effective tax rate will be around
25%-27%. On a statutory basis, the Group tax charge was £22.2
million (2022: £36.0 million), lower than the previous year due to
the lower taxable profits.
Basic earnings per share from
continuing operations was 16.4 pence (2022: 30.6 pence) and
adjusted earnings per share* was 25.0 pence (2022: 33.8 pence).
Details of these calculations can be found in note 8 to the
consolidated financial statements on page 36.
The Group's balance sheet and liquidity remain
robust. Net debt* for the year ended 31 December 2023 was £232.3
million, with net debt excluding lease liabilities* of £185.2
million. The Group has cash and cash equivalents*
of £124.5 million and undrawn headroom on its revolving credit
facility of £187.9 million.
Our key financial covenants are
measured on a pre-IFRS 16 Leases basis. As at 31 December 2023, net
debt* to EBITDA*, excluding lease liabilities, was 1.2 times
compared to a covenant not to exceed 3.0 times, and our interest
cover was 12.7 times, compared with a covenant to exceed 4.0
times.
Specific adjusting items
In the consolidated income statement, the
Group presents specific adjusting items separately. In the
judgement of the Directors, as a result of the nature and value of
these items they should be disclosed separately from the underlying
results of the Group to allow the reader to obtain an alternative
understanding of the financial information and the performance of
the Group excluding these items.
Details of specific adjusting items arising
from continuing operations during the year and the comparative
period are given in note 4 to the consolidated financial
statements. Specific adjusting items in relation to discontinued
operations are disclosed in note 7 to the consolidated financial
statements.
In 2023, pre-tax specific
adjusting items from continuing operations totalled £25.1 million
(2022: £5.5 million) and comprised the following:
|
2023
£m
|
2022
£m
|
Specific adjusting items from
continuing operations1
|
|
|
Costs associated with the cyber
security incident
|
(14.7)
|
-
|
Charges in relation to the impact
of Argentina's currency devaluation
|
(5.8)
|
-
|
Net restructuring
(charge)/credit
|
(3.5)
|
0.6
|
Net business closure and exit
costs
|
(1.9)
|
-
|
Impairment review of non-financial
assets
|
(7.3)
|
(6.5)
|
Reversal of impairment of
non-financial assets
|
8.1
|
-
|
Net profit on disposal of
business
|
-
|
0.4
|
Total specific adjusting items before income
tax
|
(25.1)
|
(5.5)
|
Income tax credit from specific
adjusting items
|
3.8
|
1.1
|
Total specific adjusting items after income
tax
|
(21.3)
|
(4.4)
|
1.Specific adjusting items relating
to discontinued operations are disclosed in note 7.
2023
Costs associated with the cyber security
incident
During 2023, we incurred £14.7
million of exceptional costs and charges in relation to the cyber
security incident in January 2023. These were comprised of legal
and advisory costs, IT recovery and support costs and impairment
charges for IT assets which were rendered unusable as a result of
the incident.
Charges in relation to the impact of Argentina's currency
devaluation
On 13 December 2023, Argentina
devalued its currency by more than 50%. The impact of the currency
devaluation (£2.6 million) has been classified as a specific
adjusting item. An impairment review was also performed as at 31
December 2023 and, due to restrictions on imports limiting the
ability to purchase raw materials and the subsequent effect on
forecast trading, we have fully impaired the carrying value of
property, plant and equipment and the value of raw materials which,
in the current circumstances, we would be unable to sell. The
impairment charges in relation to property, plant and equipment and
inventory were £1.9 million and £1.3 million
respectively.
Net restructuring charge
The Group has taken the
opportunity to reduce our global footprint and rationalise costs in
order to focus resources on our faster growing markets and optimise
factory operations. This restructuring programme commenced in the
second half of 2023 and will continue into 2024. A charge of £6.5
million has been recognised in relation to this and comprises costs
associated with staff redundancies and site closure
costs.
A restructuring provision of £3.0
million held for Technical Ceramics, ceramic cores during the
Group's 2020 restructuring programme has been released following
settlement of a multi-employer pension plan and the re-letting of
the site.
Net business closure and exit costs
During 2023, we commenced
liquidation of a Thermal Ceramics business in China. Costs
associated with this were £1.9 million and included severance,
decommissioning and advisory fees.
The land and buildings owned by
another Thermal Ceramics business in China which was closed in 2020
were sold in December 2023. The gain associated with this sale was
£2.4 million.
We disposed of a Thermal Ceramics
business in France in 2015, for which we retained responsibility
for remediating the impact of historical manufacturing processes on
the environment. An assessment of the remaining required
remediation was performed in 2023 and as a consequence of this
review we have provided £2.4 million.
Impairment of non-financial assets
Seals and Bearings, Europe
An impairment charge of £2.9
million was recognised after reassessing the value in use of
property, plant and equipment in a business in Italy, which was
experiencing limited growth. This represents a partial impairment
of the assets; the carrying value of the assets following this
impairment was £5.3 million. The calculation of value in use was
performed as at 31 December 2023, a long-term growth rate of 1.0%
was used for years beyond the five-year forecast period and in
calculating the terminal value, with a pre-tax discount rate of
17.3%.
An impairment charge of £0.3
million was recognised after assessing the viability of a
development asset, which could not be successfully
commissioned.
Seals and Bearings, Asia
An impairment charge of £1.9
million was recognised after reassessing the value in use of
property, plant and equipment in a business which was experiencing
limited growth and under-utilisation of key assets. This represents
a partial impairment of assets; the carrying value of the assets
following this impairment was £2.2 million. The calculation was
performed as at 31 December 2023, using a long-term growth rate of
1.0% and a pre-tax discount rate of 13.9%.
Electrical Carbon, North America
An impairment charge of £1.5
million was recognised after assessing the viability of a
development asset in North America which was not deemed to be
commercially viable.
Electrical Carbon, Asia
An impairment charge of £0.7
million was recognised in relation to assets associated with a
manufacturing line which, based on current projections, is expected
to be under-utilised from 2025 onwards.
Reversal of impairment of non-financial assets (recognised in
previous periods)
In 2020, as a result of the
COVID-19 pandemic, we impaired property, plant and equipment within
our Technical Ceramics, ceramic cores business and Thermal
Ceramics, Europe. Following our review as at 31 December 2023 of
assets which continue to be used and which were impaired in
previous years, we have reversed a portion of this impairment. For
the ceramic cores business, we reversed £5.7 million being a full
reversal, reinstating the net book value at which the assets would
have been held if the impairment had not been booked in 2020,
because the business and the aerospace industry have demonstrated
sustained growth. For Thermal Ceramics, Europe we have recorded a
partial impairment reversal of £2.4 million following sustained
recovery of the industrial market segments. This reversal is based
on a value in use calculation which was performed at 31 December
2023, using a long-term growth rate of 1.0% for years beyond the
five-year forecast period and in calculating terminal value, with a
pre-tax discount rate of 13.6%.
Review of cumulative impairment of non-financial
assets
Impairment charges of £20.6
million for non-financial assets which the business continues to
use have been recorded during the current and previous years
(Technical Ceramics, Asia £7.7 million, Thermal Ceramics £7.2
million, Seals and Bearings, Asia £2.9 million and Seals and
Bearings, Europe £2.8 million). These impaired amounts could be
reversed if the related businesses were to outperform significantly
against their budget. A sensitivity analysis was carried out using
reasonably possible changes to the key assumptions in assessing the
value in use of these non-financial assets. This did not result in
a material reversal of the impaired amounts.
2022
Impairment of non-financial assets
Seals and Bearings, Asia
An impairment charge of £0.6
million was recognised relating to assets purchased to support a
customer contract which did not materialise.
A further impairment charge of
£1.0 million was recognised after reassessing the value in use of
property, plant and equipment in a business in Asia which was
taking longer than anticipated to generate revenues. This
represented a partial impairment of the assets; the carrying value
of the assets following this impairment was £5.2 million. The
calculation of the value in use was performed as at December 2022.
A long-term growth rate of 1.0% was used for years beyond the
five-year forecast period and in calculating the terminal value. A
pre-tax discount rate of 12.9% was used to determine the value in
use.
Thermal Ceramics, Europe
An impairment charge of £1.2
million was recognised following a fire in December which destroyed
a warehouse and inventory. The assets were subsequently written
off.
An impairment charge of £1.1
million was recognised after reassessing the value in use of
property, plant and equipment in a business in France which was
experiencing limited growth and under-utilisation of key assets.
This represented a partial impairment of the assets. The carrying
value of the assets following the impairment was £0.3 million. The
calculation of value in use was performed as at December 2022. A
long-term growth rate of 1.0% was used for years beyond the
five-year forecast period and in calculating the terminal value. A
pre-tax discount rate of 13.7% was used to determine the value in
use.
Thermal Ceramics, South America
An impairment charge of £0.9
million was recognised in relation to assets associated with a
closed manufacturing line.
Technical Ceramics, Asia
An impairment charge of £1.7
million was recognised after reassessing the value in use of
property, plant and equipment in a business in Asia which was
taking longer than anticipated to generate revenues. This
represented a partial impairment of the assets; the carrying value
of the assets following this impairment was £3.2 million. The
calculation of the value in use was performed as at December
2022.
A long-term growth rate of 1.0%
was used for years beyond the five-year forecast period and in
calculating the terminal value. A pre-tax discount rate of 12.9%
was used to determine the value in use.
Restructuring credit
A credit of £0.6 million was
recognised in the year ended 31 December 2022. This represented the
release of restructuring provisions recorded in relation to the
Group's 2020 restructuring programme. The remaining provision of
£10.5 million as at 31 December 2022 included lease exit costs and
multi-employer pension obligations for two sites which were closed
in 2021. In 2022, the cash outflows relating to the pension
obligations were expected to continue for up to 19 years, subject
to any settlement being reached in advance of that date. Cash
outflows in relation to the lease were expected to continue for
four years.
Net profit on disposal of business
The Group disposed of its
investment in the joint venture Sukhoy Log, based in Russia, during
2022. This disposal generated a net profit of £0.4 million. Refer
to note 2 for further information.
Foreign currency impact
The principal exchange rates used in the
translation of the results of overseas subsidiaries were as
follows:
|
2023
|
2022
|
GBP to:
|
Closing
rate
|
Average
rate
|
Closing
rate
|
Average
rate
|
US dollar
|
1.27
|
1.24
|
1.21
|
1.24
|
Euro
|
1.15
|
1.15
|
1.13
|
1.17
|
For illustrative purposes, the table below
provides details of the impact on 2023 revenue and Group adjusted
operating profit* if the actual reported results, calculated using
2023 average exchange rates were restated for GBP weakening by 10
cents against USD in isolation and 10 cents against the Euro in
isolation:
Increase in 2023 revenue/adjusted operating
profit1
if:
|
Revenue
£m
|
Adjusted operating
profit1
£m
|
GBP weakens by 10c against the USD
in isolation
|
42.8
|
4.9
|
GBP weakens by 10c against the
Euro in isolation
|
21.5
|
2.5
|
1. Definitions of these non-GAAP
measures can be found in the glossary of terms on page 46,
reconciliations of the statutory results to the adjusted measures
can be found on pages 14 to 18.
Retranslating the 2023 full year
results at the February 2024 closing exchange rates would lead to
revenue of £1,091.7 million and adjusted operating profit* of
£112.7 million.
Cash flow
|
2023
£m
|
2022
£m
|
Cash generated from continuing
operations
|
126.3
|
59.1
|
Net capital expenditure
|
(58.5)
|
(57.4)
|
Net interest on cash and
borrowings
|
(11.6)
|
(5.4)
|
Tax paid
|
(30.3)
|
(31.8)
|
Lease payments and
interest
|
(11.3)
|
(11.4)
|
Free cash flow before acquisitions, disposals and
dividends1
|
14.6
|
(46.9)
|
Dividends paid to external plc
shareholders
|
(34.2)
|
(31.6)
|
Net cash flows from other
investing and financing activities
|
(17.8)
|
(10.3)
|
Cash flows from sale of
subsidiaries and associates
|
-
|
0.4
|
Net cash flows from discontinued
operations
|
0.4
|
1.1
|
Exchange movement and other
non-cash movements
|
0.3
|
(14.5)
|
Opening net debt1
excluding lease liabilities
|
(148.5)
|
(46.7)
|
Closing net debt1
excluding lease liabilities
|
(185.2)
|
(148.5)
|
Closing lease
liabilities
|
(47.1)
|
(51.9)
|
Closing net debt1
|
(232.3)
|
(200.4)
|
1. Definitions of these non-GAAP
measures can be found in the glossary of terms on page 46,
reconciliations of the statutory results to the adjusted measures
can be found on pages 14 to 18.
Cash generated from continuing
operations was £126.3 million (2022: 59.1 million).
Free cash flow before
acquisitions, disposals and dividends* was £14.6 million
(2022: £(46.9) million).
Net debt* at the year end was
£232.3. million (2022: £200.4 million), representing a net debt* to
EBITDA* ratio of 1.5. times (2022: 1.1 times).
Net debt* excluding lease
liabilities was £185.2. million (2022: £148.5 million),
representing a net debt* to EBITDA* ratio excluding lease
liabilities of 1.2 times (2022: 0.8 times).
Defined benefit pension plans
The Group pension deficit has
increased by £9.6 million since last year end to £25.2 million on
an IAS 19 (revised) basis.
·
|
The UK Schemes' surplus decreased
by £12.7 million to £12.5 million (2022 surplus: £25.2 million),
(discount rate 2023: 4.52%; discount rate 2022: 4.81%).
|
·
|
The US Schemes' deficit decreased
by £3.7 million to £5.5 million (2022: £9.2 million), (discount
rate 2023: 4.80%; discount rate 2022: 4.99%).
|
·
|
The European Schemes' deficit
increased by £0.3 million to £28.2 million (2022: £27.9 million),
(discount rate 2023: 3.40%; discount rate 2022: 3.70%).
|
·
|
The Rest of World Schemes' deficit
increased by £0.3 million to £4.0 million (2022: £3.7 million),
(discount rate 2023: 5.52%; discount rate 2023: 5.30%).
|
The most recent full actuarial
valuations of the UK Schemes were undertaken as at 31 March 2022
and resulted in combined assessed deficits of £49.7 million on the
'Technical Provisions' basis. The Company subsequently agreed with
the Trustees to make a lump sum contribution to the Schemes of
£67.0 million on 29 December 2022 in lieu of the remaining
contributions that would otherwise have been due under the existing
recovery plans from the 31 March 2019 valuations. The sum paid
represented the value of the deficit on the more prudent 'Long Term
Objective' basis on the date of that agreement, 25 October 2022. As
a result, no further contributions to the Schemes are expected to
be required pending the results of the next full valuations as at
31 March 2025.
Final dividend
The Board is recommending a final
dividend, subject to shareholder approval, of 6.7 pence per share
on the Ordinary share capital of the Group, payable on 17 May 2024
to Ordinary shareholders on the register at the close of business
on 26 April 2024. The ex-dividend date is 25 April 2024.
Together with the interim dividend
of 5.3 pence per share paid on 17 November 2023, this final
dividend, if approved by shareholders, brings the total
distribution for the year to 12.0 pence per share (2022: 12.0
pence).
A total dividend of 12.0 pence per
share represents a dividend cover of adjusted EPS* of 2.1
times.
The Board has
committed to grow the Ordinary dividend as the economic environment
and the Group's earnings improve, targeting a dividend cover of
around 2.5 times over the medium term. While the results in 2023
were depressed by the impact of the cyber security incident, the
balance sheet is strong and the Board is confident about the
outlook for the business. Consequently, the Board is recommending a
flat dividend in 2023 even though cover is lower than our target
for this year.
Definitions and reconciliations of
non-GAAP to GAAP measures
Reference is made to the following
non-GAAP measures throughout this document. These measures are
shown because the Directors consider they provide useful
information to shareholders, including additional insight into
ongoing trading and year-on-year comparisons. These non-GAAP
measures should be viewed as complementary to, not replacements
for, the comparable GAAP measures. As defined in the basis of
preparation on page 24, these measures are calculated on a
continuing basis.
Adjusted operating profit
Adjusted operating profit is
stated before specific adjusting items and amortisation of
intangible assets. Specific adjusting items are excluded on the
basis that they distort trading performance. Amortisation is
excluded consistent with previous years.
2023
|
Thermal Ceramics
£m
|
Molten
Metal Systems
£m
|
Electrical Carbon
£m
|
Seals and Bearings
£m
|
Technical Ceramics
£m
|
Segment total
£m
|
Corporate
costs1
£m
|
Group
£m
|
Operating profit
|
25.3
|
4.2
|
38.7
|
3.3
|
40.4
|
111.9
|
(20.0)
|
91.9
|
Add back specific adjusting items included in
operating profit
|
8.0
|
1.3
|
2.3
|
7.4
|
(8.0)
|
11.0
|
14.1
|
25.1
|
Add back amortisation
of intangible assets
|
1.2
|
0.2
|
0.5
|
0.7
|
0.7
|
3.3
|
-
|
3.3
|
Adjusted operating profit
|
34.5
|
5.7
|
41.5
|
11.4
|
33.1
|
126.2
|
(5.9)
|
120.3
|
Adjusted operating profit
margin
|
8.6%
|
10.9%
|
20.6%
|
7.8%
|
10.6%
|
|
|
10.8%
|
1. Corporate costs consist of
central head office costs.
2022
|
Thermal Ceramics
£m
|
Molten
Metal Systems
£m
|
Electrical Carbon
£m
|
Seals and Bearings
£m
|
Technical Ceramics
£m
|
Segment total
£m
|
Corporate
costs1
£m
|
Group
£m
|
Operating profit
|
44.3
|
7.5
|
39.1
|
16.6
|
39.2
|
146.7
|
(5.9)
|
140.8
|
Add back specific adjusting items included in
operating profit
|
2.8
|
-
|
(0.1)
|
1.6
|
1.2
|
5.5
|
-
|
5.5
|
Add back amortisation
of intangible assets
|
1.6
|
0.3
|
0.7
|
0.8
|
1.3
|
4.7
|
-
|
4.7
|
Adjusted operating profit
|
48.7
|
7.8
|
39.7
|
19.0
|
41.7
|
156.9
|
(5.9)
|
151.0
|
Adjusted operating profit
margin
|
11.6%
|
13.5%
|
21.0%
|
12.8%
|
14.1%
|
|
|
13.6%
|
1. Corporate costs consist of
central head office costs.
Organic growth
Organic growth is the growth of
the business excluding the impacts of acquisitions and divestments,
and foreign currency impacts. This measure is
used as it allows revenue and adjusted operating profit to be
compared on a like-for-like basis. Commentary on the underlying business performance is included
within the Review of operations on pages 6 to 8.
Year-on-year movements in segment revenue
|
Thermal Ceramics
£m
|
Molten Metal Systems
£m
|
Electrical Carbon
£m
|
Seals and Bearings
£m
|
Technical Ceramics
£m
|
Segment
total
£m
|
2022 revenue
|
421.4
|
57.8
|
188.7
|
148.5
|
295.7
|
1,112.1
|
Impact of foreign currency movements
|
(16.3)
|
(1.0)
|
(5.1)
|
(0.9)
|
(1.5)
|
(24.8)
|
Impact of acquisitions, disposals and business
exits
|
-
|
-
|
-
|
-
|
-
|
-
|
Organic constant-currency change
|
(2.9)
|
(4.6)
|
17.8
|
(1.8)
|
18.9
|
27.4
|
Organic constant-currency change %
|
(0.7)%
|
(8.1)%
|
9.7%
|
(1.2)%
|
6.4%
|
2.5%
|
2023 revenue
|
402.2
|
52.2
|
201.4
|
145.8
|
313.1
|
1,114.7
|
Year-on-year movements in segment and Group adjusted
operating profit
|
Thermal Ceramics
£m
|
Molten Metal Systems
£m
|
Electrical Carbon
£m
|
Seals and Bearings
£m
|
Technical Ceramics
£m
|
Segment total
£m
|
Corporate
costs1
£m
|
Group
£m
|
2022 adjusted operating
profit
|
48.7
|
7.8
|
39.7
|
19.0
|
41.7
|
156.9
|
(5.9)
|
151.0
|
Impact of foreign currency movements
|
(4.7)
|
(0.3)
|
(1.7)
|
(0.2)
|
0.1
|
(6.8)
|
-
|
(6.8)
|
Impact of acquisitions, disposals and business
exits
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Organic constant-currency change
|
(9.5)
|
(1.8)
|
3.5
|
(7.4)
|
(8.7)
|
(23.9)
|
-
|
(23.9)
|
Organic constant-currency change %
|
(21.6)%
|
(24.0)%
|
9.2%
|
(39.4)%
|
(20.8)%
|
(15.9)%
|
-
|
-
|
2023 adjusted operating
profit
|
34.5
|
5.7
|
41.5
|
11.4
|
33.1
|
126.2
|
(5.9)
|
120.3
|
1. Corporate costs consist of
central head office costs.
Group EBITDA
Group EBITDA is defined as
operating profit before specific adjusting items, depreciation and
amortisation of intangible assets. The Group uses this measure as
it is a key metric in covenants over debt facilities, these
covenants use EBITDA on a pre-IFRS 16 basis i.e. excluding capital
and interest payments on leases which have been capitalised
following the adoption of IFRS 16. This is used as a proxy for the
charge that would have been attributable to operating leases under
the now defunct IAS 17. A reconciliation of operating profit
to Group EBITDA is as follows:
|
2023
£m
|
2022
£m
|
Operating profit
|
91.9
|
140.8
|
Add back: specific adjusting items
included in operating profit
|
25.1
|
5.5
|
Add back: depreciation - property,
plant and equipment
|
31.9
|
30.3
|
Add back: depreciation -
right-of-use assets
|
7.6
|
7.8
|
Add back: amortisation of intangible
assets
|
3.3
|
4.7
|
Group EBITDA
|
159.8
|
189.1
|
Group EBITDA excluding IFRS 16 Leases impact
|
148.5
|
177.7
|
Free cash flow before acquisitions, disposals and
dividends
Free cash flow before
acquisitions, disposals and dividends is defined as cash generated
from continuing operations less net capital expenditure, net
interest (interest paid on borrowings, overdrafts and lease
liabilities, net of interest received), tax paid and lease
payments. The Group discloses free cash flow as this provides
readers of the consolidated financial statements with a measure of
the cash flows from the business before corporate level cash flows
(acquisitions, disposals and dividends).
A reconciliation of cash generated
from continuing operations to free cash flow before acquisitions,
disposals and dividends is as follows:
|
2023
£m
|
2022
£m
|
Cash generated from continuing operations
|
126.3
|
59.1
|
Net capital expenditure
|
(58.5)
|
(57.4)
|
Net interest on cash and
borrowings
|
(11.6)
|
(5.4)
|
Tax paid
|
(30.3)
|
(31.8)
|
Lease payments and
interest
|
(11.3)
|
(11.4)
|
Free cash flow before acquisitions, disposals and
dividends
|
14.6
|
(46.9)
|
Net cash and cash equivalents
Net cash and cash equivalents is
defined as cash and cash equivalents less bank overdrafts. The
Group also discloses this measure as it provides an indication of
the net short-term liquidity available to the Group.
|
2023
£m
|
2022
£m
|
Cash and cash equivalents
|
124.5
|
117.7
|
Bank overdrafts
|
(0.6)
|
(1.5)
|
Net
cash and cash equivalents
|
123.9
|
116.2
|
Net debt
Net debt is defined as borrowings,
bank overdrafts and lease liabilities, less cash and cash
equivalents. The Group discloses net debt because it helps readers
of the consolidated financial statements assess its ability to meet
financial obligations, manage debt and its capacity to invest in
growth opportunities. The Group also discloses this metric
excluding lease liabilities as this is the measure used in the
covenants over the Group's debt facilities.
|
2023
£m
|
2022
£m
|
Cash and cash equivalents
|
124.5
|
117.7
|
Non-current borrowings
|
(309.1)
|
(230.1)
|
Non-current lease
liabilities
|
(36.6)
|
(41.4)
|
Current borrowings and bank
overdrafts
|
(0.6)
|
(36.1)
|
Current lease liabilities
|
(10.5)
|
(10.5)
|
Closing net debt
|
(232.3)
|
(200.4)
|
Closing net debt excluding lease
liabilities
|
(185.2)
|
(148.5)
|
Return on invested capital
The Group discloses return on
invested capital (ROIC) to assess its efficiency in generating
profits from the capital it has invested in its operations. The
ROIC calculation has been simplified this year so that it can be
calculated from published information. Prior period comparatives
have been restated to follow the same methodology. ROIC is now
defined as 12-month adjusted operating profit (operating profit
excluding specific adjusting items and amortisation of intangible
assets) divided by the average adjusted net assets (excludes
long-term employee benefits, deferred tax assets and liabilities,
current tax payable, provisions, cash and cash equivalents,
borrowings, bank overdrafts and lease liabilities). Third party
working capital includes inventories, trade and other receivables,
and trade and other payables.
|
2023
£m
|
20221
£m
|
Operating profit
|
91.9
|
140.8
|
Add back: specific adjusting
items
|
25.1
|
5.5
|
Add back: amortisation of intangible
assets
|
3.3
|
4.7
|
Group adjusted operating profit
|
120.3
|
151.0
|
|
|
|
|
|
|
Third-party working
capital
|
174.7
|
181.7
|
Plant and equipment
|
293.8
|
283.2
|
Right-of-use assets
|
31.6
|
33.6
|
Goodwill
|
177.5
|
181.9
|
Other Intangible assets
|
4.7
|
7.1
|
Capital employed
|
682.3
|
687.5
|
Average capital employed
|
684.9
|
637.8
|
|
|
|
ROIC
|
17.6%
|
23.7%
|
1. The return on invested capital
calculation has been simplified so that it can be calculated from
published information and the prior period comparative has been
restated. Under the previous methodology (which used 12-month
adjusted operating profit and 12-month adjusted net assets), ROIC
as at 31 December 2023 was 16.9% (2022: 23.0%).
Adjusted earnings per share
Adjusted earnings per share is
defined as operating profit adjusted to exclude specific adjusting
items and amortisation of intangible assets, less net financing
costs, income tax expense and non-controlling interests, divided by
the weighted average number of Ordinary shares during the period.
This measure of earnings is shown because the Directors consider
that it provides a helpful indication of the Group's financial
performance excluding material non-recurring expenses or gains and
non-financial asset impairments and impairment reversals, and
therefore facilitates the evaluation of the Group's performance
over time.
A reconciliation from IFRS profit to the
profit used to calculate adjusted earnings per share* is included
in note 8 to the consolidated financial statements on page
36.
Constant-currency revenue and adjusted operating
profit
Constant-currency revenue and
adjusted operating profit are derived by translating the prior year
results at current year average exchange rates. These measures are
used as they allow revenue to be compared excluding the impact of
foreign exchange rates. Page 11 provides further information on the
principal foreign currency exchange rates used in the translation
of the Group's results to constant-currency at average exchange
rates.
Business simplification
As mentioned on page 2, in order
to focus our resources on the most attractive opportunities, we
will in future manage the Company through three distinct segments,
Thermal Products, Performance Carbon and Technical Ceramics. This
structure is effective from 1 January 2024.
|
Revenue
|
Adjusted operating
profit
|
Adjusted
operating
profit margin
%
|
|
2023
|
|
2022
|
2023
|
|
2022
|
2023
|
|
2022
|
|
£m
|
|
£m
|
£m
|
|
£m
|
%
|
|
%
|
|
Thermal Products
|
454.4
|
|
479.2
|
40.2
|
|
56.5
|
8.8%
|
|
11.8%
|
|
Performance Carbon
|
327.2
|
|
321.7
|
50.0
|
|
57.3
|
15.3%
|
|
17.8%
|
|
Technical
Ceramics1
|
333.1
|
|
311.2
|
36.0
|
|
43.1
|
10.8%
|
|
13.8%
|
|
Segment total
|
1,114.7
|
|
1,112.1
|
126.2
|
|
156.9
|
11.3%
|
|
14.1%
|
|
Corporate costs
|
|
|
|
(5.9)
|
|
(5.9)
|
|
|
|
|
Group adjusted operating profit
|
|
|
120.3
|
|
151.0
|
10.8%
|
|
13.6%
|
|
The table above displays restated
comparative figures for 2022. The restatements reflect the impact
of the changes made to the Group's internal organisation which has
caused the composition of its reportable segments to
change.
1.The new Technical Ceramics
segment comprises the current Technical Ceramics GBU and one
business from the Seals and Bearings GBU.
Consolidated income
statement
|
|
Year ended 31 December
2023
|
|
Year
ended 31 December 2022
|
|
|
|
Results before specific
adjusting items
|
Specific adjusting
items1
|
Total
|
|
Results before specific
adjusting items
|
Specific adjusting
items1
|
Total
|
|
|
Note
|
£m
|
£m
|
£m
|
|
£m
|
£m
|
£m
|
|
Revenue
|
3
|
1,114.7
|
-
|
1,114.7
|
|
1,112.1
|
-
|
1,112.1
|
|
Operating costs before amortisation
of intangible assets, impairments and reversal of impairments of
non-financial assets
|
|
(994.4)
|
(25.9)
|
(1,020.3)
|
|
(961.1)
|
1.0
|
(960.1)
|
|
|
|
|
|
|
|
|
|
|
|
Profit from operations before amortisation of intangible
assets, impairments and reversal of impairments of non-financial
assets
|
3
|
120.3
|
(25.9)
|
94.4
|
|
151.0
|
1.0
|
152.0
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of intangible
assets
|
|
(3.3)
|
-
|
(3.3)
|
|
(4.7)
|
-
|
(4.7)
|
|
Impairment of non-financial
assets
|
4
|
-
|
(7.3)
|
(7.3)
|
|
-
|
(6.5)
|
(6.5)
|
|
Reversal of impairment of
non-financial assets
|
4
|
-
|
8.1
|
8.1
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
3
|
117.0
|
(25.1)
|
91.9
|
|
146.3
|
(5.5)
|
140.8
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
3.9
|
-
|
3.9
|
|
1.6
|
-
|
1.6
|
|
Finance expense
|
|
(18.0)
|
-
|
(18.0)
|
|
(10.8)
|
-
|
(10.8)
|
|
Net
financing costs
|
5
|
(14.1)
|
-
|
(14.1)
|
|
(9.2)
|
-
|
(9.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation
|
|
102.9
|
(25.1)
|
77.8
|
|
137.1
|
(5.5)
|
131.6
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
6
|
(26.0)
|
3.8
|
(22.2)
|
|
(37.1)
|
1.1
|
(36.0)
|
|
|
|
|
|
|
|
|
|
|
|
Profit from continuing operations
|
|
76.9
|
(21.3)
|
55.6
|
|
100.0
|
(4.4)
|
95.6
|
|
Profit from discontinued
operations2
|
7
|
-
|
0.7
|
0.7
|
|
-
|
1.1
|
1.1
|
|
Profit for the year
|
|
76.9
|
(20.6)
|
56.3
|
|
100.0
|
(3.3)
|
96.7
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year attributable
to:
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company
|
|
67.9
|
(20.6)
|
47.3
|
|
91.3
|
(3.3)
|
88.0
|
|
Non-controlling interests
|
|
9.0
|
-
|
9.0
|
|
8.7
|
-
|
8.7
|
|
Profit for the year
|
|
76.9
|
(20.6)
|
56.3
|
|
100.0
|
(3.3)
|
96.7
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
8
|
|
|
|
|
|
|
|
|
Continuing and discontinued operations
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
|
16.6p
|
|
|
|
31.0p
|
|
Diluted earnings per
share
|
|
|
|
16.5p
|
|
|
|
30.7p
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
|
16.4p
|
|
|
|
30.6p
|
|
Diluted earnings per
share
|
|
|
|
16.3p
|
|
|
|
30.3p
|
|
|
|
|
|
|
|
|
|
|
|
Dividends3
|
|
|
|
|
|
|
|
|
|
Interim
dividend
- pence
|
|
|
|
5.30p
|
|
|
|
5.30p
|
|
- £m
|
|
|
|
15.1
|
|
|
|
15.1
|
|
|
|
|
|
|
|
|
|
|
|
Proposed final
dividend - pence
|
|
|
|
6.70p
|
|
|
|
6.70p
|
|
- £m
|
|
|
|
19.1
|
|
|
|
19.1
|
|
1. Details of specific adjusting
items from continuing operations are given in note 4 to the
consolidated financial statements.
2. Profits from discontinued
operations are entirely attributable to the Shareholders of the
Company.
3. The proposed final dividend is
based upon the number of Ordinary shares outstanding at the balance
sheet date.
Consolidated statement of
comprehensive income
|
|
31 December
2023
|
31
December 2022
|
|
Note
|
£m
|
£m
|
|
|
|
|
Profit for the year
|
|
56.3
|
96.7
|
|
|
|
|
Other comprehensive (expense)/income:
|
|
|
|
Items that will not be reclassified subsequently to profit or
loss:
|
|
|
|
Remeasurement (loss)/gain on
defined benefit plans
|
14
|
(11.5)
|
5.5
|
Tax effect of components of other
comprehensive income not reclassified
|
6
|
(0.5)
|
(3.4)
|
|
|
(12.0)
|
2.1
|
Items that may be reclassified subsequently to profit or
loss:
|
|
|
|
Foreign exchange translation
differences
|
|
(32.8)
|
17.5
|
Cash flow hedges:
|
|
|
|
Change in
fair value
|
|
1.1
|
(0.2)
|
Transferred to profit or loss
|
|
0.2
|
0.1
|
Net investment hedges:
|
|
|
|
Change in
fair value
|
|
(0.3)
|
-
|
|
|
(31.8)
|
17.4
|
Total other comprehensive (expense)/income
|
|
(43.8)
|
19.5
|
Total comprehensive income
|
|
12.5
|
116.2
|
|
|
|
|
Attributable to:
|
|
|
|
Shareholders of the
Company
|
|
6.7
|
106.7
|
Non-controlling
interests
|
|
5.8
|
9.5
|
|
|
12.5
|
116.2
|
|
|
|
|
Total comprehensive income attributable to shareholders of
the Company arising from:
|
|
|
|
Continuing operations
|
|
6.0
|
105.6
|
Discontinued operations
|
|
0.7
|
1.1
|
|
|
6.7
|
106.7
|
Consolidated balance
sheet
|
|
|
As at
31 December
2023
|
As
at
31
December
2022
|
|
|
Note
|
£m
|
£m
|
Assets
|
|
|
|
|
Property, plant and
equipment
|
|
9
|
293.8
|
283.2
|
Right-of-use assets
|
|
10
|
31.6
|
33.6
|
Intangible assets:
goodwill
|
|
11
|
177.5
|
181.9
|
Intangible assets: other
|
|
11
|
4.7
|
7.1
|
Investments
|
|
|
2.2
|
-
|
Other receivables
|
|
|
3.4
|
3.2
|
Deferred tax assets
|
|
|
17.6
|
15.3
|
Total non-current assets
|
|
|
530.8
|
524.3
|
Inventories
|
|
|
175.1
|
174.2
|
Derivative financial
assets
|
|
13
|
1.5
|
1.3
|
Trade and other
receivables
|
|
|
191.6
|
202.5
|
Current tax receivable
|
|
|
1.2
|
0.3
|
Cash and cash equivalents
|
|
12
|
124.5
|
117.7
|
Total current assets
|
|
|
493.9
|
496.0
|
Total assets
|
|
|
1,024.7
|
1,020.3
|
Liabilities
|
|
|
|
|
Borrowings
|
|
|
309.1
|
230.1
|
Lease liabilities
|
|
|
36.6
|
41.4
|
Employee benefits:
pensions
|
|
14
|
25.2
|
15.6
|
Provisions
|
|
15
|
11.5
|
16.1
|
Non-trade payables
|
|
|
2.4
|
2.1
|
Deferred tax
liabilities
|
|
|
1.8
|
2.0
|
Total non-current liabilities
|
|
|
386.6
|
307.3
|
Borrowings and bank
overdrafts
|
|
|
0.6
|
36.1
|
Lease liabilities
|
|
|
10.5
|
10.5
|
Trade and other
payables
|
|
|
192.0
|
195.0
|
Current tax payable
|
|
|
25.6
|
30.3
|
Provisions
|
|
15
|
10.3
|
9.9
|
Derivative financial
liabilities
|
|
13
|
0.5
|
1.6
|
Total current liabilities
|
|
|
239.5
|
283.4
|
Total liabilities
|
|
|
626.1
|
590.7
|
Total net assets
|
|
|
398.6
|
429.6
|
Equity
|
|
|
|
|
Share capital
|
|
|
71.3
|
71.3
|
Share premium
|
|
|
111.7
|
111.7
|
Reserves
|
|
|
6.5
|
35.1
|
Retained earnings
|
|
|
170.8
|
170.9
|
Total equity attributable to shareholders of the
Company
|
|
|
360.3
|
389.0
|
Non-controlling interests
|
|
|
38.3
|
40.6
|
Total equity
|
|
|
398.6
|
429.6
|
Consolidated statement of changes in
equity
|
Share
capital
|
Share
premium
|
Translation
reserve
|
Hedging
reserve
|
Fair
value reserve
|
Capital
redemption reserve
|
Other
reserves
|
Retained
earnings
|
Total parent
equity
|
Non-controlling interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At
1 January 2022
|
71.3
|
111.7
|
(16.7)
|
(0.1)
|
(1.0)
|
35.7
|
0.6
|
109.1
|
310.6
|
39.0
|
349.6
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
88.0
|
88.0
|
8.7
|
96.7
|
Other comprehensive income/(expense):
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement gain on defined
benefit plans and related taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2.1
|
2.1
|
-
|
2.1
|
Foreign exchange differences and
related taxes
|
-
|
-
|
16.7
|
-
|
-
|
-
|
-
|
-
|
16.7
|
0.8
|
17.5
|
Cash flow hedging fair value changes
and transfers
|
-
|
-
|
-
|
(0.1)
|
-
|
-
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
Total other comprehensive income/(expense)
|
-
|
-
|
16.7
|
(0.1)
|
-
|
-
|
-
|
2.1
|
18.7
|
0.8
|
19.5
|
Total comprehensive income/(expense)
|
-
|
-
|
16.7
|
(0.1)
|
-
|
-
|
-
|
90.1
|
106.7
|
9.5
|
116.2
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(31.6)
|
(31.6)
|
(7.9)
|
(39.5)
|
Equity-settled share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5.7
|
5.7
|
-
|
5.7
|
Own shares acquired for share
incentive schemes (net)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2.4)
|
(2.4)
|
-
|
(2.4)
|
At
31 December 2022
|
71.3
|
111.7
|
-
|
(0.2)
|
(1.0)
|
35.7
|
0.6
|
170.9
|
389.0
|
40.6
|
429.6
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
71.3
|
111.7
|
-
|
(0.2)
|
(1.0)
|
35.7
|
0.6
|
170.9
|
389.0
|
40.6
|
429.6
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
47.3
|
47.3
|
9.0
|
56.3
|
Other comprehensive income/(expense):
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement loss on defined
benefit plans and related taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(12.0)
|
(12.0)
|
-
|
(12.0)
|
Foreign exchange differences and
related taxes
|
-
|
-
|
(29.6)
|
-
|
-
|
-
|
-
|
-
|
(29.6)
|
(3.2)
|
(32.8)
|
Cash flow hedging fair value changes
and transfers
|
-
|
-
|
-
|
1.3
|
-
|
-
|
-
|
-
|
1.3
|
-
|
1.3
|
Net investment hedging
fair
value changes and
transfers
|
-
|
-
|
(0.3)
|
-
|
-
|
-
|
-
|
-
|
(0.3)
|
-
|
(0.3)
|
Total other comprehensive income/(expense)
|
-
|
-
|
(29.9)
|
1.3
|
-
|
-
|
-
|
(12.0)
|
(40.6)
|
(3.2)
|
(43.8)
|
Total comprehensive income/(expense)
|
-
|
-
|
(29.9)
|
1.3
|
-
|
-
|
-
|
35.3
|
6.7
|
5.8
|
12.5
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(34.2)
|
(34.2)
|
(8.1)
|
(42.3)
|
Equity-settled share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2.9
|
2.9
|
-
|
2.9
|
Own shares acquired for share
incentive schemes (net)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4.1)
|
(4.1)
|
-
|
(4.1)
|
At 31 December 2023
|
71.3
|
111.7
|
(29.9)
|
1.1
|
(1.0)
|
35.7
|
0.6
|
170.8
|
360.3
|
38.3
|
398.6
|
Consolidated statement of cash
flows
|
|
Year ended
31 December
2023
|
Year
ended
31
December 2022
|
|
Note
|
£m
|
£m
|
Operating activities
|
|
|
|
Profit for the year from
continuing operations
|
|
55.6
|
95.6
|
Profit for the year from
discontinued operations
|
7
|
0.7
|
1.1
|
|
|
|
|
Adjustments for:
|
|
|
|
Depreciation - property, plant and equipment
|
|
31.9
|
30.3
|
Depreciation - right-of-use assets
|
|
7.6
|
7.8
|
Amortisation
|
|
3.3
|
4.7
|
Net
financing costs
|
5
|
14.1
|
9.2
|
Profit on
disposal of business
|
2,4
|
-
|
(0.4)
|
Non-cash
specific adjusting items included in operating profit
|
|
(2.5)
|
6.6
|
Fair
value gain on equity instruments held at FVTPL
|
|
(0.9)
|
-
|
Profit on
sale of property, plant and equipment
|
|
(1.6)
|
(0.3)
|
Income
tax expense
|
6
|
22.2
|
36.0
|
Equity-settled share-based payment expense
|
|
2.9
|
5.1
|
Cash generated from operations before changes in working
capital and provisions
|
|
133.3
|
195.7
|
Increase in trade and other
receivables
|
|
(4.0)
|
(26.5)
|
Increase in inventories
|
|
(12.3)
|
(25.2)
|
Increase in trade and other
payables
|
|
13.3
|
7.0
|
Decrease in provisions
|
|
(3.4)
|
(4.9)
|
Payments to defined benefit
pension plans (net of IAS 19 pension
charges)
|
14
|
(0.2)
|
(85.9)
|
Cash generated from operations
|
|
126.7
|
60.2
|
Interest paid - borrowings and
overdrafts
|
|
(15.5)
|
(7.0)
|
Interest paid - lease
liabilities
|
|
(2.4)
|
(2.4)
|
Income tax paid
|
|
(30.3)
|
(31.8)
|
Net cash from operating activities
|
|
78.5
|
19.0
|
Investing activities
|
|
|
|
Purchase of property, plant and
equipment and software
|
|
(60.4)
|
(58.0)
|
Purchase of investments
|
|
(5.6)
|
-
|
Proceeds from sale of property,
plant and equipment
|
|
1.8
|
0.6
|
Grants received for purchase of
equipment
|
|
0.1
|
-
|
Interest received
|
|
3.9
|
1.6
|
Disposal of investments
|
|
-
|
0.4
|
Net cash from investing activities
|
|
(60.2)
|
(55.4)
|
Financing activities
|
|
|
|
Purchase of own shares for share
incentive schemes
|
|
(4.7)
|
(2.9)
|
Proceeds from exercise of share
options
|
|
0.6
|
0.5
|
Increase in borrowings
|
|
247.2
|
113.3
|
Repayment of borrowings
|
|
(193.9)
|
(39.0)
|
Payment of lease
liabilities
|
|
(8.9)
|
(9.0)
|
Dividends paid to shareholders of
the Company
|
|
(34.2)
|
(31.6)
|
Dividends paid to non-controlling
interests
|
|
(8.1)
|
(7.9)
|
Net cash from financing activities
|
|
(2.0)
|
23.4
|
Net decrease in cash and cash
equivalents
|
|
16.3
|
(13.0)
|
Cash and cash equivalents at start
of the year
|
|
117.7
|
127.3
|
Effect of exchange rate
fluctuations on cash held
|
|
(9.5)
|
3.4
|
Cash and cash equivalents at year end
|
12
|
124.5
|
117.7
|
Notes on consolidated financial
statements
Note 1. Basis of preparation,
changes in accounting policies and areas of significant judgement
and estimate
The preliminary announcement for
the year ended 31 December 2023, which is an abridged statement of
the full Annual Report and Accounts, has been prepared in
accordance with the requirements of the Companies Act 2006 and
International Financial Reporting Standards ('IFRSs') as adopted by
the UK. Except for the changes set out in the adoption of new and
revised standards section, there has been no other significant
impact arising from new accounting policies adopted in the
year.
The financial information set out
in this report does not constitute the Company's statutory accounts
for the years ended 31 December 2023 or 31 December 2022. Statutory
accounts for the year ended 31 December 2022 have been delivered to
the registrar of companies, and those for the year ended 31
December 2023 will be delivered in due course.
The auditors have reported on
those accounts; their report was (i) unqualified, (ii) did not
include a reference to any matters to which the auditors drew
attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under Section 498(2) or (3) of
the Companies Act 2006 in respect of the accounts for 2023 and
2022.
Critical accounting judgements and key sources of estimation
uncertainty
In preparing these consolidated financial
statements, management has made judgements, estimates and
assumptions that affect the application of the Group's accounting
policies and the reported amounts of assets, liabilities, income
and expenses. Final outcomes may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing
basis.
Critical accounting judgements
Information about judgements made in applying
accounting policies that have the most significant effects on the
amounts recognised in the consolidated financial statements is
included in the following notes:
Note 4: Specific adjusting items
The Group uses specific adjusting items, which are
not defined or specified under IFRS. These specific adjusting
items, which are not considered to be a substitute for IFRS
measures, provide additional helpful information. In the
consolidated income statement, the Group presents specific
adjusting items separately. In the judgement of the Directors, due
to the nature and value of these items they should be disclosed
separately from the underlying results of the Group to provide the
reader with an alternative understanding of the financial
information and an indication of the underlying performance of the
Group. These items which occur infrequently and include (but are
not limited to):
·
|
Individual restructuring projects which are material
or relate to the closure of a part of the business and are not
expected to recur.
|
·
|
Impairment of non-financial assets which are
material.
|
·
|
Gains or losses on disposal or exit of
businesses.
|
·
|
Significant costs incurred as part of the
integration of an acquired business.
|
·
|
Gains or losses arising on significant changes to or
closures of defined benefit pension plans.
|
For the year ended 31 December 2023, costs
associated with our response to the cyber security incident and
charges in relation to the impact of Argentina's currency
devaluation were also classified as specific adjusting items, due
to their size and nature.
Determining whether an item is part of specific
adjusting items requires judgement to determine the nature and the
intention of the transaction.
Note 15: Provisions and
contingent liabilities
Due to the nature of its
operations, the Group holds provisions for its environmental
obligations. Judgement is needed in determining whether a
contingent liability has crystallised into a provision. Management
assesses whether there is sufficient information to determine that
an environmental liability exists and whether it is possible to
estimate with sufficient reliability what the cost of remediation
is likely to be. For environmental remediation matters, this tends
to be at the point in time when a remediation feasibility study has
been completed, or sufficient information becomes available through
the study to estimate the costs of remediation.
The Group will recognise a legal
provision at the point when the outcome of a legal matter can be
reliably estimated. Estimates are based on past experience of
similar issues, professional advice received and the Group's
assessment of the most likely outcome. The timing of utilisation of
these provisions is frequently uncertain, reflecting the complexity
of issues and the outcome of various court proceedings and
associated
negotiations.
Key sources of estimation uncertainty
The key assumptions concerning the
future, and other key sources of estimation uncertainty at the
reporting period that may have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are included in the
notes below.
Management has assessed the
potential financial impacts relating to climate change-related
risks, primarily considering the useful lives of property, plant
and equipment, the possibility of impairment of goodwill and other
long-lived assets and the recoverability of the Group's deferred
tax assets. Management has exercised judgement in concluding that
there are no further material financial impacts of the Group's
climate-related risks and opportunities on the consolidated
financial statements. These judgements are kept under review by
management as the future impacts of climate change depend on
environmental, regulatory and other factors outside of the Group's
control which are not all currently known.
Note 14: Pensions and other post-retirement employee
benefits: key actuarial assumptions
The principal actuarial assumptions applied to
pensions are shown in note 14. The actuarial evaluation of pension
assets and liabilities is based on assumptions in respect of
inflation, future salary increases, discount rates, returns on
investments and mortality rates. Relatively small changes in the
assumptions underlying the actuarial valuations of pension schemes
can have a significant impact on the net pension liability included
in the balance sheet.
Adoption of new and revised accounting
standards
Newly adopted standards
In the current year, the Group has
applied a number of amendments to IFRS Accounting Standards as
adopted by the UK that are mandatorily effective for an accounting
period that begins on or after 1 January 2023. Their adoption has
not had any material impact on the disclosures or on the amounts
reported in these financial statements.
·
|
IFRS 17 Insurance Contracts (including the June 2020
and December 2021 Amendments to IFRS 17)
|
·
|
Amendments to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2 Making Material Judgements
- Disclosure of Accounting Policies
|
·
|
Amendments to IAS 12 Income Taxes - Deferred Tax
related to Assets and Liabilities arising from a Single
Transaction
|
·
|
Amendments to IAS 12 Income Taxes - International
Tax Reform - Pillar Two Model Rules
|
·
|
Amendments to IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors - Definition of Accounting
Estimates.
|
Accounting developments and changes
New accounting standards in issue but not yet
effective
New standards and interpretations
that are in issue but not yet effective are listed
below:
·
|
Amendments to IFRS 10 and IAS 28 Sale or
Contribution of Assets between an Investor and its Associate or
Joint Venture
|
·
|
Amendments to IAS 1 Classification of Liabilities as
Current or Non-current
|
·
|
Amendments to IAS 1 Non-current Liabilities with
Covenants
|
·
|
Amendments to IAS 7 and IFRS 7 Supplier Finance
Arrangements
|
·
|
Amendments to IFRS 16 Lease Liability in a Sale and
Leaseback.
|
The above standards and
interpretations are effective for the period beginning 1 January
2024 and adoption is not expected to lead to any material changes
to the Group's accounting policies or have any other material
impact on the financial position or performance of the
Group.
There are no other upcoming
accounting standards or amendments that are applicable to the
Group.
Non-GAAP measures
Where non-GAAP measures have been
referenced these have been identified by an asterisk (*) where they
appear in the text and by a footnote where they appear in a
table.
Definitions
of these non-GAAP measures, and their reconciliation to the
relevant GAAP measure, are provided on pages 14 to
18.
Going concern
The Group's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Strategic Report
contained in the Annual Report and Accounts. The financial position
of the Group, its cash flows, liquidity position and borrowing
facilities, are described in the Financial Review contained in the
Annual Report and Accounts. In addition, note 21 to the Annual
Report and Accounts includes the Group's policies and processes for
managing financial risk, details of its financial instruments and
hedging activities and details of its exposures to credit risk and
liquidity risk.
The Group meets its day-to-day
working capital requirements through local banking arrangements
underpinned by the Group's £230.0 million unsecured multi-currency
revolving credit facility, which matures in November 2028. As at 31
December 2023, the Group had both significant available liquidity
and headroom on its covenants. Total committed borrowing facilities
were £496.9 million. The amount drawn under these facilities was
£309.0 million, which together with net cash and cash equivalents
of £123.9 million, gave a total headroom of £311.8 million. The
multi-currency revolving credit facility was £42.1 million drawn.
The Group had no scheduled debt maturities until 2026.
The principal borrowing facilities
are subject to covenants that are measured semi-annually in June
and December, being net debt to EBITDA of a maximum of 3 times and
interest cover of a minimum of 4 times, based on measures defined
in the facilities agreements which are adjusted from the equivalent
IFRS amounts.
The Group has carefully modelled its
cash flow outlook, taking account of reasonably possible changes in
trading performance, exchange rates and plausible downside
scenarios. This review indicated that there was sufficient headroom
and liquidity for the business to continue for the 18-month period
based on the facilities available as discussed in note 21 to the
Annual Report and Accounts. The Group was also expected to be in
compliance with the required covenants discussed above.
The Board has also reviewed the
Group's reverse stress testing performed to demonstrate how much
headroom is available on covenant levels in respect of changes in
net debt, EBITDA, and underlying revenue. Based on this assessment,
a combined reduction in EBITDA of 46% and an increase in net debt
of 40% would still allow the Group to operate within its financial
covenants. The Directors do not consider either of these scenarios
to be plausible given the diversity of the Group's end-markets and
its broad manufacturing base.
The Board and Executive Committee
have regular reporting and review processes in place in order to
closely monitor the ongoing
operational and financial
performance of the Group. As part of the ongoing risk management
process, principal and emerging risks are identified and reviewed
on a regular basis. In addition, the Directors have assessed the
risk of climate change and do not consider that it will impact the
Group's ability to operate as a going concern for the period under
consideration.
The Board fully recognises the
challenges that lie ahead but, after making enquiries, and in the
absence of any material uncertainties, the Directors have a
reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for a period of 18
months from the date of signing this Annual Report and Accounts.
Accordingly, they continue to adopt the going concern basis in
preparing the Annual Report and Accounts.
Directors’
Responsibility Statement
The 2023
Annual Report and Accounts, which will be issued in March 2024,
contains a responsibility statement in compliance with DTR 4.1.12
of the Listing Rules which sets out that as at the date of approval
of the Annual Report on 11 March 2024, the directors confirm to the
best of their knowledge:
-
the Group and unconsolidated Company financial
statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group and
Company, and the undertakings included in the consolidation taken
as a whole; and
-
the performance review contained in the Annual Report
and Accounts includes a fair review of the development and
performance of the business and the position of the Group and the
undertakings including the consolidation taken as a whole, together
with a description of the principal risks and uncertainties they
face.
Note 2. Acquisitions and
disposals
2023
There were no acquisitions or
disposals of businesses by the Group in 2023.
2022
Disposal of Sukhoy Log
On 29 July 2022, the Group
completed the sale of its investment in the joint venture Sukhoy
Log, based in Russia. The investment had a carrying value of £nil
having been fully impaired in previous years. The Group received
consideration of £0.6 million and incurred transaction costs of
£0.2 million, resulting in a net consideration of £0.4 million. A
profit on disposal of £0.4 million was recognised in specific
adjusting items within the consolidated income statement, see also
note 4.
There was no income received from
Sukhoy Log in the year ended 31 December 2022. The disposal group
was included in the Thermal Ceramics operating segment.
Note 3. Segment
reporting
The Group's results are reported
as five separate global business units, which have been identified
as the Group's reportable operating segments. These have been
identified on the basis of internal management reporting
information that is regularly reviewed by the Group's Board of
Directors (the Chief Operating Decision Maker) in order to allocate
resources and assess performance. We will in future manage the
Group through three distinct segments: Thermal Products,
Performance Carbon and Technical Ceramics. This new structure will
be effective from 1 January 2024.
Segment results, assets and
liabilities include items directly attributable to a segment as
well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly investments and related income,
borrowings and related expenses, corporate assets and head office
expenses, and income tax assets and liabilities.
The information presented below
represents the operating segments of the Group:
Year ended 31 December 2023
|
|
|
Thermal
Ceramics
|
Molten
Metal Systems
|
Electrical Carbon
|
Seals
and Bearings
|
Technical Ceramics
|
Segment
totals
|
Corporate costs
|
Group
|
Continuing operations
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
Revenue from external customers
|
402.2
|
52.2
|
201.4
|
145.8
|
313.1
|
1,114.7
|
-
|
1,114.7
|
|
|
|
|
|
|
|
|
|
Segment adjusted operating
profit1
|
34.5
|
5.7
|
41.5
|
11.4
|
33.1
|
126.2
|
-
|
126.2
|
Corporate
costs2
|
|
|
|
|
|
|
(5.9)
|
(5.9)
|
Group adjusted operating profit1
|
|
|
|
|
|
|
|
120.3
|
Amortisation of intangible
assets
|
(1.2)
|
(0.2)
|
(0.5)
|
(0.7)
|
(0.7)
|
(3.3)
|
-
|
(3.3)
|
Operating profit before specific adjusting
items
|
33.3
|
5.5
|
41.0
|
10.7
|
32.4
|
122.9
|
(5.9)
|
117.0
|
Specific adjusting items included in
operating profit/(loss)3
|
(8.0)
|
(1.3)
|
(2.3)
|
(7.4)
|
8.0
|
(11.0)
|
(14.1)
|
(25.1)
|
Operating profit/(loss)
|
25.3
|
4.2
|
38.7
|
3.3
|
40.4
|
111.9
|
(20.0)
|
91.9
|
Finance income
|
|
|
|
|
|
|
|
3.9
|
Finance expense
|
|
|
|
|
|
|
|
(18.0)
|
Profit before taxation
|
|
|
|
|
|
|
|
77.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
333.9
|
42.6
|
174.1
|
110.8
|
210.6
|
872.0
|
152.7
|
1,024.7
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
92.6
|
8.5
|
35.5
|
25.1
|
74.7
|
236.4
|
389.7
|
626.1
|
|
|
|
|
|
|
|
|
|
Segment capital
expenditure
|
13.6
|
3.6
|
16.1
|
12.1
|
14.9
|
60.3
|
-
|
60.3
|
|
|
|
|
|
|
|
|
|
Segment depreciation - property,
plant and equipment
|
11.8
|
2.1
|
5.8
|
5.8
|
6.4
|
31.9
|
-
|
31.9
|
|
|
|
|
|
|
|
|
|
Segment depreciation - right-of-use
assets
|
3.2
|
0.3
|
0.9
|
0.5
|
2.7
|
7.6
|
-
|
7.6
|
|
|
|
|
|
|
|
|
|
Segment impairment of non-financial
assets
|
-
|
-
|
1.5
|
5.8
|
-
|
7.3
|
-
|
7.3
|
|
|
|
|
|
|
|
|
|
Segment reversal of impairment of
non-financial assets
|
2.4
|
-
|
-
|
-
|
5.7
|
8.1
|
-
|
8.1
|
1. Definitions of these non-GAAP
measures can be found in the glossary of terms on page 46,
reconciliations of the statutory results to the adjusted measures
can be found on pages 14 to 18.
2. Corporate costs consist of
central head office costs.
3. Details of specific adjusting
items from continuing operations are given in note 4 to the
consolidated financial statements.
Year ended 31 December 2022
|
|
|
Thermal
Ceramics
|
Molten
Metal Systems
|
Electrical Carbon
|
Seals
and Bearings
|
Technical Ceramics
|
Segment
totals
|
Corporate costs
|
Group
|
Continuing operations
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
Revenue from external customers
|
421.4
|
57.8
|
188.7
|
148.5
|
295.7
|
1,112.1
|
-
|
1,112.1
|
|
|
|
|
|
|
|
|
|
Segment adjusted operating
profit1
|
48.7
|
7.8
|
39.7
|
19.0
|
41.7
|
156.9
|
-
|
156.9
|
Corporate
costs2
|
|
|
|
|
|
|
(5.9)
|
(5.9)
|
Group adjusted operating profit1
|
|
|
|
|
|
|
|
151.0
|
Amortisation of intangible
assets
|
(1.6)
|
(0.3)
|
(0.7)
|
(0.8)
|
(1.3)
|
(4.7)
|
-
|
(4.7)
|
Operating profit before specific adjusting
items
|
47.1
|
7.5
|
39.0
|
18.2
|
40.4
|
152.2
|
(5.9)
|
146.3
|
Specific adjusting items included in
operating profit/(loss)3
|
(2.8)
|
-
|
0.1
|
(1.6)
|
(1.2)
|
(5.5)
|
-
|
(5.5)
|
Operating profit
|
44.3
|
7.5
|
39.1
|
16.6
|
39.2
|
146.7
|
(5.9)
|
140.8
|
Finance income
|
|
|
|
|
|
|
|
1.6
|
Finance expense
|
|
|
|
|
|
|
|
(10.8)
|
Profit before taxation
|
|
|
|
|
|
|
|
131.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
361.2
|
44.0
|
159.5
|
115.8
|
199.8
|
880.3
|
140.0
|
1,020.3
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
93.2
|
8.9
|
32.6
|
26.5
|
86.3
|
247.5
|
343.2
|
590.7
|
|
|
|
|
|
|
|
|
|
Segment capital
expenditure
|
16.8
|
3.5
|
8.7
|
9.7
|
19.3
|
58.0
|
-
|
58.0
|
|
|
|
|
|
|
|
|
|
Segment depreciation - property,
plant and equipment
|
11.2
|
2.1
|
5.3
|
6.0
|
5.7
|
30.3
|
-
|
30.3
|
|
|
|
|
|
|
|
|
|
Segment depreciation - right-of-use
assets
|
3.2
|
0.3
|
1.0
|
0.6
|
2.7
|
7.8
|
-
|
7.8
|
|
|
|
|
|
|
|
|
|
Segment impairment of non-financial
assets
|
3.2
|
-
|
-
|
1.6
|
1.7
|
6.5
|
-
|
6.5
|
|
|
|
|
|
|
|
|
|
Segment reversal of impairment of
non-financial assets
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1. Definitions of these non-GAAP
measures can be found in the glossary of terms on page 46,
reconciliations of the statutory results to the adjusted measures
can be found on pages 14 to 18.
2. Corporate costs consist of
central head office costs.
3. Details of specific adjusting
items from continuing operations are given in note 4 to the
consolidated financial statements.
Revenue from external customers and
non-current assets by geography
|
Revenue
from
external customers
|
Non-current assets
(excluding tax and
financial instruments)
|
Continuing operations
|
2023
£m
|
2022
£m
|
2023
£m
|
2022
£m
|
US
|
427.4
|
405.6
|
219.8
|
212.6
|
China
|
114.8
|
121.4
|
43.4
|
45.5
|
Germany
|
88.7
|
85.1
|
41.9
|
38.0
|
UK (the Group's country of
domicile)
|
43.6
|
53.2
|
101.6
|
101.1
|
Other Asia, Australasia, Middle
East and Africa
|
197.1
|
194.1
|
54.6
|
61.2
|
Other Europe
|
173.2
|
182.0
|
37.1
|
37.5
|
Other North America
|
44.9
|
39.1
|
2.1
|
2.1
|
South America
|
25.0
|
31.6
|
12.7
|
11.0
|
|
1,114.7
|
1,112.1
|
513.2
|
509.0
|
Revenue from external customers is based on
geographic location of the end-customer. Segment assets are based
on geographical location of the assets. No customer represents more
than 5% of revenue.
Revenue from external customers by
end-market
Continuing operations
|
|
|
2023
£m
|
2022
£m
|
Semiconductors
|
|
|
108.6
|
91.3
|
Healthcare
|
|
|
78.7
|
74.7
|
Clean energy and clean
transportation
|
|
|
50.0
|
51.7
|
Faster growing markets
|
|
|
237.3
|
217.7
|
Industrial
|
|
|
315.9
|
344.5
|
Conventional
transportation
|
|
|
200.2
|
179.9
|
Metals
|
|
|
150.2
|
159.9
|
Petrochemical and
chemical
|
|
|
110.8
|
112.6
|
Security and defence
|
|
|
68.5
|
65.2
|
Conventional energy
|
|
|
31.8
|
32.3
|
Core markets
|
|
|
877.4
|
894.4
|
|
|
|
1,114.7
|
1,112.1
|
Intercompany sales to other
segments
|
Thermal
Ceramics
|
Molten
Metal
Systems
|
Electrical
Carbon
|
Seals and
Bearings
|
Technical
Ceramics
|
Segment
totals
|
Continuing operations
|
2023
£m
|
2022
£m
|
2023
£m
|
2022
£m
|
2023
£m
|
2022
£m
|
2023
£m
|
2022
£m
|
2023
£m
|
2022
£m
|
2023
£m
|
2022
£m
|
|
Intercompany sales to other
segments
|
1.0
|
0.4
|
0.1
|
0.1
|
0.7
|
0.5
|
2.0
|
0.7
|
0.7
|
1.0
|
4.5
|
2.7
|
|
Note 4. Specific adjusting
items
|
|
2023
|
2022
|
Continuing operations
|
Note
|
£m
|
£m
|
Costs associated with the cyber
security incident
|
|
(14.7)
|
-
|
Charges in relation to the impact of
Argentina's currency devaluation
|
|
(5.8)
|
-
|
Net restructuring
(charge)/credit
|
|
(3.5)
|
0.6
|
Net business closure and exit
costs
|
|
(1.9)
|
-
|
Impairment of non-financial
assets
|
|
(7.3)
|
(6.5)
|
Reversal of impairment of
non-financial assets
|
|
8.1
|
-
|
Net profit on disposal of
business
|
2
|
-
|
0.4
|
Total specific adjusting items before income
tax
|
|
(25.1)
|
(5.5)
|
Income tax credit from specific
adjusting items
|
|
3.8
|
1.1
|
Total specific adjusting items after income
tax
|
|
(21.3)
|
(4.4)
|
Specific adjusting items in relation to discontinued
operations are disclosed in note 7.
2023
Costs associated with the cyber
security incident
During 2023, we incurred £14.7
million of exceptional costs and charges in relation to the cyber
security incident in January 2023. These were comprised of legal
and advisory costs, IT recovery and support costs and impairment
charges for IT assets which were rendered unusable as a result of
the attack.
Charges in relation to the impact
of Argentina's currency devaluation
On 13 December 2023, Argentina
devalued its currency by more than 50%. The impact of the currency
devaluation (£2.6 million) has been
classified as a specific adjusting item. An impairment review was
also performed as at 31 December 2023 and, due to restrictions on
imports limiting the ability to purchase raw materials and the
subsequent effect on forecast trading, we have fully impaired the
carrying value of property, plant and equipment and the value of
raw materials which, in the current circumstances, we would be
unable to sell. The impairment charge in relation to property,
plant and equipment and inventory were £1.9 million and £1.3
million respectively.
Net restructuring charge
The Group has taken the
opportunity to reduce our global footprint and rationalise costs in
order to focus resources on our faster growing markets, and
optimise factory operations. This restructuring programme commenced
in the second half of 2023 and will continue into 2024. A charge of
£6.5 million has been recognised in relation to this and comprises
costs associated with staff redundancies and site closure
costs.
A restructuring provision of £3.0 million
recorded for Technical Ceramics, ceramic cores during the Group's
2020 restructuring programme has been released following settlement
of a multi-employer pension plan and the re-letting of a
site.
Net business closure and exit
costs
During 2023, we commenced
liquidation of a Thermal Ceramics business in China. Costs
associated with this were £1.9 million and included severance, decommissioning and advisory
fees.
The land and buildings owned by
another Thermal Ceramics business in China which was closed in 2020
were sold in December 2023. The gain associated with this sale was
£2.4 million.
We disposed of a Thermal Ceramics
business in France in 2015, for which we retained responsibility
for remediating the impact of
historical manufacturing processes
on the environment. An assessment of the remaining required
remediation was performed in 2023 and as a consequence of this
review we have provided £2.4 million.
Net credit from impairment review
of non-financial assets
Seals and Bearings, Europe
An impairment charge of £2.9
million has been recognised after reassessing the value in use of
property, plant and equipment in a business in Italy which was
experiencing limited growth. This represents a partial impairment
of the assets; the carrying value of the assets following this
impairment was £5.3 million. The calculation of value in use was
performed as at 31 December 2023, a long-
term growth rate of 1.0% was used
for years beyond the five-year forecast period and in calculating
the terminal value, with a pre-tax discount rate of
17.3%.
An impairment charge of £0.3
million has been recognised after assessing the viability of a
development asset, which could not be successfully commissioned.
Seals and Bearings, Asia
An impairment charge of £1.9
million has been recognised after reassessing the value in use of
property, plant and equipment in a business which was experiencing
limited growth and under-utilisation of key assets. This represents
a partial impairment of assets; the carrying value of the assets
following this impairment was £2.2 million. The calculation was
performed as at 31 December 2023, using a long-term growth rate of
1.0% and a pre-tax discount rate of 13.9%.
Electrical Carbon, North America
An impairment charge of £1.5
million has been recognised after assessing the viability of a
development asset in North America which was not deemed to be
commercially viable.
Electrical Carbon, Asia
An impairment charge of £0.7
million has been recognised in relation to assets associated with a
manufacturing line which, based on current projections, is expected
to be under-utilised from 2025 onwards.
Reversal of impairments recognised in prior
periods
In 2020, as a result of the
COVID-19 pandemic, we impaired property, plant and equipment within
our Technical Ceramics, ceramic cores business and Thermal
Ceramics, Europe. Following our review as at 31 December 2023 of
assets which continue to be used and which were impaired in
previous years, we have reversed a portion of this impairment. For
the ceramic cores business, we reversed £5.7 million being a full
reversal, reinstating the net book value at which the assets would
have been held if the impairment had not been booked in 2020,
because the business and the aerospace industry have demonstrated
sustained growth. For Thermal Ceramics, Europe we have recorded a
partial impairment reversal of £2.4 million following sustained
recovery of the industrial market segments. This reversal is based
on a value in use calculation which was performed at 31 December
2023, using a long-term growth rate of 1.0% for years beyond the
five-year forecast period and in calculating terminal value, with a
pre-tax discount rate of 13.6%.
Review of cumulative impairment of non-financial
assets
Impairment charges of £20.6
million for non-financial assets which the business continues to
use have been recorded during the current and previous years
(Technical Ceramics, Asia £7.7 million, Thermal Ceramics £7.2
million, Seals and Bearings, Asia £2.9 million and Seals and
Bearings, Europe £2.8 million). These impaired amounts could be
reversed if the related businesses were to outperform significantly
against their budget. A sensitivity analysis was carried out using
reasonably possible changes to the key assumptions in assessing the
value in use of these non-financial assets. This did not result in
a material reversal of the impaired amounts.
2022
Impairment of non-financial
assets
Seals & Bearings, Asia
An impairment charge of £0.6
million was recognised relating to assets purchased to support a
customer contract which did not
materialise.
A further impairment charge of
£1.0 million was recognised after reassessing the value in use of
property, plant and equipment in a business in Asia which is taking longer than anticipated to
generate revenues. This represented a partial impairment of the
assets; the carrying value of the assets following this impairment
was £5.2 million. The calculation of value in use was performed as
at December 2022. A long-term growth rate of 1.0% was used for
years beyond the five-year forecast period and in calculating the
terminal value. A pre-tax discount rate of 12.9% was used to
determine the value in use.
Thermal Ceramics, Europe
An impairment charge of £1.2
million was recognised following a fire in December which destroyed
a warehouse and inventory. The assets were subsequently written
off.
An impairment charge of £1.1
million was recognised after reassessing the value in use of
property, plant and equipment in a business in France which was
experiencing limited growth and under-utilisation of key assets.
This represented a partial impairment of the assets; the carrying
value of the assets following this impairment was £0.3 million. The
calculation of value in use was performed as at December 2022. A
long-term growth rate of 1.0% was used for years beyond the
five-year forecast period and in calculating the terminal value. A
pre-tax discount rate of 13.7% was used to determine the value in
use.
Thermal Ceramics, South America
An impairment charge of £0.9
million was recognised in relation to assets associated with a
closed manufacturing line.
Technical Ceramics, Asia
An impairment charge of £1.7
million was recognised after reassessing the value in use of
property, plant and equipment in a business in Asia which was
taking longer than anticipated to generate revenues. This
represented a partial impairment of the assets; the carrying value
of the assets following this impairment was £3.2 million. The
calculation of value in use was performed as at December 2022. A
long-term growth rate of 1.0% was used for years beyond the
five-year forecast period and in calculating the terminal value. A
pre-tax discount rate of 12.9% was used to determine the value in
use.
Restructuring credit
A credit of £0.6 million was
recognised in the year ended 31 December 2022. This represented the
release of restructuring provisions recorded in relation to the Group's 2020 restructuring
programme. The remaining provision of £10.5 million as at 31
December 2022 included lease exit costs
and multi-employer pension obligations for two sites which were
closed during the year ended 31 December 2021. In 2022, the cash outflows relating to the pension
obligations were expected to continue for up to 19 years, subject
to any settlement being reached in advance
of that date. Cash outflows in relation to the lease were expected
to continue for four years.
Net profit on disposal of
business
The Group disposed of its
investment in the joint venture Sukhoy Log, based in Russia, during
the year ended 31 December 2022. This disposal generated a net
profit of £0.4 million.
Note 5. Finance income and
expense
|
2023
|
2022
|
Continuing operations
|
£m
|
£m
|
Recognised in profit or loss
|
|
|
Interest on bank balances and cash
deposits
|
3.9
|
1.6
|
Finance income
|
3.9
|
1.6
|
|
|
|
Interest expense on borrowings and
overdrafts
|
(15.6)
|
(7.0)
|
Interest expense on lease
liabilities
|
(2.4)
|
(2.4)
|
Net interest on IAS 19 defined
benefit pension obligations
|
-
|
(1.4)
|
Finance expense
|
(18.0)
|
(10.8)
|
Net
financing costs recognised in profit or loss
|
(14.1)
|
(9.2)
|
No finance income or expense related to
discontinued operations in either the current or preceding
year.
Note 6. Taxation
Continuing operations
|
|
|
2023
£m
|
2022
£m
|
Recognised in profit or loss
|
|
|
|
|
Current tax
|
|
|
|
|
Current year
|
|
|
25.5
|
36.5
|
Adjustments for prior
years
|
|
|
-
|
0.5
|
|
|
|
25.5
|
37.0
|
Deferred tax
|
|
|
|
|
Current year
|
|
|
(2.5)
|
(0.4)
|
Adjustments for prior
years
|
|
|
(0.8)
|
(0.6)
|
|
|
|
(3.3)
|
(1.0)
|
Total income tax expense recognised in profit or
loss
|
|
|
22.2
|
36.0
|
Recognised in other comprehensive income
|
|
|
|
|
Tax effect on components of other
comprehensive income:
|
|
|
|
|
Deferred
tax associated with defined benefit schemes
|
|
|
0.5
|
3.4
|
Total tax recognised in other comprehensive
income
|
|
|
0.5
|
3.4
|
Reconciliation of effective tax
rate
|
2023
£m
|
2023
%
|
2022
£m
|
2022
%
|
Profit before tax
|
77.8
|
|
131.6
|
|
|
|
|
|
|
Income tax charge using the
domestic corporation tax rate
|
18.3
|
23.5
|
25.0
|
19.0
|
Effect of different tax rates in
other jurisdictions
|
1.4
|
1.8
|
7.5
|
5.7
|
Local taxes including withholding
tax suffered
|
1.3
|
1.7
|
3.4
|
2.6
|
Permanent differences
|
0.1
|
0.1
|
0.2
|
0.2
|
Movements related to unrecognised
temporary differences
|
2.0
|
2.6
|
(0.1)
|
(0.1)
|
Adjustments in respect of prior
years
|
(0.9)
|
(1.2)
|
-
|
-
|
Statutory effective rate of tax
|
22.2
|
28.5
|
36.0
|
27.4
|
The effective rate of tax before specific adjusting
items is 25.3% (2022: 27.0%).
The Group operates in many
jurisdictions around the world and is subject to factors that may
impact future tax charges including the recently enacted US tax
reform, implementation of the OECD's BEPS actions, tax rate and
legislation changes, expiry of the statute of limitations and
resolution of tax audits and disputes.
The Organisation for Economic Co-operation and
Development (OECD)/G20 Inclusive Framework on BEPS (Base Erosion
and Profit Shifting) published the Pillar Two model rules designed
to address the tax challenges arising from the digitalisation of
the global economy.
The International Accounting Standards Board
("IASB") issued amendments to IAS 12 'Income taxes'. The Amendments
apply with
immediate effect and introduce a mandatory temporary
exception from the recognition and disclosure of deferred taxes
arising from the implementation of the OECD's Pillar Two Model
Rules. The Group has applied the exception under the IAS 12
amendment to recognising and disclosing information about deferred
tax assets and liabilities related to top-up income in preparing
its consolidated financial statements for the year ending 31
December 2023.
On 20 June 2023, Finance (No.2) Act 2023 was
substantively enacted in the UK, introducing a global minimum
effective tax rate of 15%. The legislation implements a domestic
top-up tax and a multinational top-up-tax which will be effective
for the Group's financial year beginning 1 January 2024. The Group
is in scope of the substantively enacted legislation and has
performed an assessment of the Group's potential exposure to Pillar
Two income taxes.
The assessment of the potential exposure to Pillar
Two income taxes is based on the submitted country-by-country
reporting data of the constituent entities in the Group. Based on
the assessment, the Pillar Two effective tax rates in the majority
of the jurisdictions in which the Group operates are above 15%.
However, the Group has an entity in United Arab Emirates where the
transitional safe harbour relief does not apply as the Pillar Two
effective tax rate is below 15%. The Group does not expect a
material exposure to Pillar Two income taxes in this
jurisdiction.
Note 7. Discontinued
operations
The Group disposed of its Composites and Defence
Systems business on 20 November 2018. The business represented a
separate reportable segment and therefore, in accordance with IFRS
5 Non-current Assets Held for Sale and Discontinued Operations, the
disposal group was classified as
discontinued.
The results from discontinued operations, which have
been disclosed in the consolidated income statement, are set out
below:
|
|
Year ended 31 December
2023
|
|
Year
ended 31 December 2022
|
|
|
Results before specific
adjusting items
|
Specific adjusting
items
|
Total
|
|
Results
before
specific
adjusting
items
|
Specific
adjusting
items
|
Total
|
|
Note
|
£m
|
£m
|
£m
|
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
-
|
0.7
|
0.7
|
|
-
|
0.7
|
0.7
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
-
|
-
|
-
|
|
-
|
0.4
|
0.4
|
|
|
|
|
|
|
|
|
|
Profit before taxation
|
|
-
|
0.7
|
0.7
|
|
-
|
1.1
|
1.1
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
-
|
-
|
-
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Profit from discontinued operations
|
|
-
|
0.7
|
0.7
|
|
-
|
1.1
|
1.1
|
|
|
|
|
|
|
|
|
|
Basic earnings per share from
discontinued operations
|
8
|
|
|
0.2p
|
|
|
|
0.4p
|
Diluted earnings per share from
discontinued operations
|
8
|
|
|
0.2p
|
|
|
|
0.4p
|
In 2023, a gain of £0.7 million was recognised from
a long-term contract.
In 2022, a gain of £1.1 million was recognised
following the receipt of cash from a long-term contract and
disposal of an investment in accordance with the terms of the
disposal agreement.
There is no income tax expense in relation to the
discontinued operations in either the current or preceding
year.
Cash flows from discontinued operations are set out
below:
|
Year ended
31 December 2023
|
Year
ended
31
December 2022
|
|
£m
|
£m
|
Net cash generated in operating
activities
|
0.4
|
1.1
|
Net cash generated from investing
activities
|
-
|
-
|
Net cash flow used in financing
activities
|
-
|
-
|
|
0.4
|
1.1
|
Note 8. Earnings per
share
|
Year ended 31 December 2023
|
|
Year ended 31 December
2022
|
|
Earnings
|
Basic
earnings per share
|
Diluted
earnings per share
|
|
Earnings
|
Basic
earnings
per share
|
Diluted
earnings per share
|
|
£m
|
pence
|
pence
|
|
£m
|
pence
|
pence
|
Profit for the year attributable
to shareholders of the Company
|
47.3
|
16.6p
|
16.5p
|
|
88.0
|
31.0p
|
30.7p
|
Profit from discontinued
operations
|
(0.7)
|
(0.2)p
|
(0.2)p
|
|
(1.1)
|
(0.4)p
|
(0.4)p
|
Profit from continuing
operations
|
46.6
|
16.4p
|
16.3p
|
|
86.9
|
30.6p
|
30.3p
|
Specific adjusting
items
|
25.1
|
8.8p
|
8.7p
|
|
5.5
|
1.9p
|
1.9p
|
Amortisation of intangible
assets
|
3.3
|
1.2p
|
1.1p
|
|
4.7
|
1.7p
|
1.6p
|
Tax effect of the
above1
|
(3.8)
|
(1.3)p
|
(1.3)p
|
|
(1.1)
|
(0.4)p
|
(0.4)p
|
Non-controlling interests' share
of the
above adjustments
|
-
|
-
|
-
|
|
-
|
-
|
-
|
Adjusted profit for the year from
continuing operations as used in adjusted earnings
per share2
|
71.2
|
25.0p
|
24.8p
|
|
96.0
|
33.8p
|
33.5p
|
1. The tax effect of the
amortisation of intangible assets was £nil (2022: £nil).
2. Definitions of these non-GAAP
measures can be found in the glossary of terms on page 46,
reconciliations of the statutory results to the adjusted measures
can be found on pages 14 to 18.
|
|
2023
|
2022
|
Number of shares
(millions)
|
|
|
|
Weighted average number of
Ordinary shares for the purposes of basic earnings per
share1
|
|
284.8
|
284.2
|
Effect of dilutive potential
Ordinary shares:
|
|
|
|
Share
options
|
|
2.5
|
2.6
|
Weighted average number of Ordinary shares for the purposes
of diluted earnings per share
|
|
287.3
|
286.8
|
1. The calculation of the weighted
average number of shares excludes the shares held by The Morgan
General Employee Benefit Trust, on which the dividends are
waived.
Note 9. Property, plant and
equipment
|
|
Land and
buildings
£m
|
Plant,
equipment
and fixtures
£m
|
Total
£m
|
Cost
|
|
|
|
|
Balance at 1 January 2022
|
|
199.8
|
677.2
|
877.0
|
Additions
|
|
3.8
|
49.7
|
53.5
|
Disposals
|
|
(1.3)
|
(9.1)
|
(10.4)
|
Transfers between
categories
|
|
0.3
|
(0.3)
|
-
|
Effect of movement in foreign
exchange
|
|
16.6
|
52.7
|
69.3
|
Balance at 31 December 2022
|
|
219.2
|
770.2
|
989.4
|
|
|
|
|
|
Balance at 1 January 2023
|
|
219.2
|
770.2
|
989.4
|
Additions
|
|
7.3
|
54.0
|
61.3
|
Disposals
|
|
(0.3)
|
(12.4)
|
(12.7)
|
Transfers between
categories
|
|
0.4
|
(0.4)
|
-
|
Effect of movement in foreign
exchange
|
|
(10.5)
|
(34.0)
|
(44.5)
|
Balance at 31 December
2023
|
|
216.1
|
777.4
|
993.5
|
|
|
|
|
|
Depreciation and impairment
losses
|
|
|
|
|
Balance at 1 January 2022
|
|
103.0
|
525.9
|
628.9
|
Depreciation charge for the
year
|
|
5.0
|
25.3
|
30.3
|
Impairment losses
|
|
2.0
|
2.6
|
4.6
|
Disposals
|
|
(0.7)
|
(8.4)
|
(9.1)
|
Transfers between
categories
|
|
(0.4)
|
0.4
|
-
|
Effect of movement in foreign
exchange
|
|
8.8
|
42.7
|
51.5
|
Balance at 31 December 2022
|
|
117.7
|
588.5
|
706.2
|
|
|
|
|
|
Balance at 1 January 2023
|
|
117.7
|
588.5
|
706.2
|
Depreciation charge for the
year
|
|
6.0
|
25.9
|
31.9
|
Impairment losses
|
|
1.7
|
8.3
|
10.0
|
Impairment reversals
|
|
(0.1)
|
(5.4)
|
(5.5)
|
Disposals
|
|
(0.2)
|
(11.6)
|
(11.8)
|
Effect of movement in foreign
exchange
|
|
(6.1)
|
(25.0)
|
(31.1)
|
Balance at 31 December
2023
|
|
119.0
|
580.7
|
699.7
|
Carrying amounts
|
|
|
|
|
At 1 January 2022
|
|
96.8
|
151.3
|
248.1
|
At 31 December 2022
|
|
101.5
|
181.7
|
283.2
|
At 31 December 2023
|
|
97.1
|
196.7
|
293.8
|
In 2023, no assets were pledged as
security for liabilities (2022: none). Profit on sale of property,
plant and equipment presented in the cash flow includes £nil (2022:
£nil) of insurance proceeds for replacement of assets.
Note 10. Leases
The reconciliation in the movement
of the Group's right-of-use assets is set out in the table
below:
|
|
Land and
buildings
£m
|
Plant and
equipment
£m
|
Total
£m
|
Balance at 1 January 2022
|
|
27.5
|
4.4
|
31.9
|
Additions
|
|
1.2
|
1.8
|
3.0
|
Remeasurements
|
|
3.1
|
0.6
|
3.7
|
Depreciation charge for the
year
|
|
(5.1)
|
(2.7)
|
(7.8)
|
Effect of movement in foreign
exchange
|
|
2.3
|
0.5
|
2.8
|
Balance at 31 December 2022
|
|
29.0
|
4.6
|
33.6
|
|
|
|
|
|
Balance at 1 January 2023
|
|
29.0
|
4.6
|
33.6
|
Additions
|
|
0.6
|
5.1
|
5.7
|
Remeasurements
|
|
0.9
|
(0.2)
|
0.7
|
Depreciation charge for the
year
|
|
(4.8)
|
(2.8)
|
(7.6)
|
Impairment losses
|
|
-
|
(0.4)
|
(0.4)
|
Impairment reversals
|
|
1.3
|
-
|
1.3
|
Effect of movement in foreign
exchange
|
|
(1.8)
|
0.1
|
(1.7)
|
Balance at 31 December
2023
|
|
25.2
|
6.4
|
31.6
|
The weighted average lease term is 10.8 years for
land and buildings and 3.7 years for plant and equipment (2022:
11.6 years and 3.3 years respectively).
Amounts recognised in the
consolidated income statement in respect of leasing arrangements
are set out in the table below:
|
|
|
2023
£m
|
2022
£m
|
Depreciation expense on
right-of-use assets
|
|
|
(7.6)
|
(7.8)
|
Interest expense on lease
liabilities
|
|
|
(2.4)
|
(2.4)
|
Expense relating to short-term
leases and leasing of low value assets
|
|
|
(0.5)
|
(0.5)
|
|
|
|
(10.5)
|
(10.7)
|
The total cash flows from leasing
activities in the year ended 31 December 2023 was £11.8 million
(2022: £11.9 million) as set out in the table below:
|
|
|
2023
£m
|
2022
£m
|
Payment of lease
liabilities
|
|
|
(8.9)
|
(9.0)
|
Interest expense on lease
liabilities
|
|
|
(2.4)
|
(2.4)
|
Expenses relating to short-term
leases of low value assets
|
|
|
(0.5)
|
(0.5)
|
|
|
|
(11.8)
|
(11.9)
|
At 31 December 2023, the Group is
committed to future payments of £0.5 million (2022: £0.6 million)
for short-term leases and leasing of low value assets.
At 31 December 2023, future cash flows in respect of
lease which the Group had entered into, but which had not yet
commenced was £nil (2022: £nil).
The total of future minimum lease income under
non-cancellable leases, where the Group is a lessor is £nil (2022:
£nil).
Note 11. Intangible
assets
|
|
Goodwill
£m
|
Customer
relationships
£m
|
Technology
and
trademarks
£m
|
Capitalised
development
costs
£m
|
Computer
software
£m
|
Total
£m
|
Cost
|
|
|
|
|
|
|
|
Balance at 1 January 2022
|
|
172.9
|
57.6
|
4.1
|
0.7
|
34.8
|
270.1
|
Additions (externally
purchased)
|
|
-
|
-
|
-
|
-
|
1.2
|
1.2
|
Disposals
|
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
Effect of movement in foreign
exchange
|
|
9.0
|
6.3
|
0.2
|
0.1
|
1.9
|
17.5
|
Balance at 31 December 2022
|
|
181.9
|
63.9
|
4.3
|
0.8
|
37.8
|
288.7
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023
|
|
181.9
|
63.9
|
4.3
|
0.8
|
37.8
|
288.7
|
Additions (externally
purchased)
|
|
-
|
-
|
-
|
-
|
0.6
|
0.6
|
Disposals
|
|
-
|
-
|
-
|
-
|
(1.0)
|
(1.0)
|
Effect of movement in foreign
exchange
|
|
(4.4)
|
(3.0)
|
(0.1)
|
-
|
(1.2)
|
(8.7)
|
Balance at 31 December
2023
|
|
177.5
|
60.9
|
4.2
|
0.8
|
36.2
|
279.6
|
|
|
|
|
|
|
|
|
Amortisation and impairment losses
|
|
|
|
|
|
|
|
Balance at 1 January 2022
|
|
-
|
56.1
|
3.5
|
0.7
|
26.7
|
87.0
|
Amortisation charge for the
year
|
|
-
|
0.7
|
0.1
|
-
|
3.9
|
4.7
|
Disposals
|
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
Effects of movement in foreign
exchange
|
|
-
|
6.3
|
0.2
|
0.1
|
1.5
|
8.1
|
Balance at 31 December 2022
|
|
-
|
63.1
|
3.8
|
0.8
|
32.0
|
99.7
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023
|
|
-
|
63.1
|
3.8
|
0.8
|
32.0
|
99.7
|
Amortisation charge for the
year
|
|
-
|
0.4
|
0.1
|
-
|
2.8
|
3.3
|
Impairment losses
|
|
-
|
-
|
-
|
-
|
0.7
|
0.7
|
Impairment reversals
|
|
-
|
(0.6)
|
(0.7)
|
-
|
-
|
(1.3)
|
Disposals
|
|
-
|
-
|
-
|
-
|
(1.0)
|
(1.0)
|
Effects of movement in foreign
exchange
|
|
-
|
(3.1)
|
-
|
-
|
(0.9)
|
(4.0)
|
Balance at 31 December
2023
|
|
-
|
59.8
|
3.2
|
0.8
|
33.6
|
97.4
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
172.9
|
1.5
|
0.6
|
-
|
8.1
|
183.1
|
At 31 December 2022
|
|
181.9
|
0.8
|
0.5
|
-
|
5.8
|
189.0
|
At 31 December 2023
|
|
177.5
|
1.1
|
1.0
|
-
|
2.6
|
182.2
|
Impairment test for cash-generating
units or groups of cash-generating units containing
goodwill
In accordance with the requirements of IAS 36
Impairment of Assets, goodwill is allocated to the Group's
cash-generating units or
groups of cash-generating units that are expected to
benefit from the synergies of the business combination that gave
rise to the goodwill. Goodwill impairment testing is performed at
the operating segment level as defined by IFRS 8, as this is the
lowest level at which goodwill is monitored.
Goodwill is attributed to each operating segment as
follows:
|
2023
£m
|
2022
£m
|
Thermal Ceramics
|
86.8
|
88.8
|
Molten Metal Systems
|
9.2
|
9.4
|
Electrical Carbon
|
30.0
|
30.7
|
Seals and Bearings
|
15.3
|
15.8
|
Technical Ceramics
|
36.2
|
37.1
|
|
177.5
|
181.8
|
Each operating segment is assessed for impairment
annually and whenever there is an indication of impairment.
The carrying value of goodwill has been assessed
with reference to its value in use, reflecting the projected
discounted cash flows of
each operating segment to which goodwill has been
allocated. The key assumptions used in determining value in use
relate to short- and long-term growth rates and discount rates.
The cash flow projections in year one are based on
the most recent Board approved budget. Cash flow projections for
years two to five are based on the most recent Board approved
strategic plan. The key assumptions that underpin these cash flow
projections relate to sales and operating margins, which are based
on past experience, taking into account the effect of known or
likely changes in market or operating conditions. External data
sources have been considered as to the strength and recovery of the
Group's end-markets in building an expectation of the future cash
flows of each operating segment.
In 2023, a 1.0% growth rate (2022: 1.0%) has been
used for years beyond 2028 and to calculate a terminal value.
Management has
assessed these growth rates, including the terminal
growth rate as reasonable for each operating segment.
In 2023, the Group has used the following pre-tax
discount rates for calculating the value in use of each of the
operating segments:
Thermal Ceramics: 14.4% (2022: 13.8%), Molten Metal
Systems: 15.9% (2022: 15.6%), Electrical Carbon: 15.0% (2022:
14.6%),
Seals and Bearings: 14.2% (2022: 14.0%), Technical
Ceramics 14.1% (2022: 14.1%).
The Directors have considered the following
individual sensitivities and are confident that no impairment would
arise for each of the
Thermal Ceramics, Molten Metal Systems, Electrical
Carbon, Seals and Bearings and Technical Ceramics operating
segments in any one of the following three circumstances, which are
considered reasonably possible changes:
Ø If the pre-tax discount
rate was increased by 10%.
Ø If growth for years two to
five was decreased by 10% and no growth was assumed in the
calculation of terminal value.
Ø If the cash flow
projections of all businesses were reduced by 10%.
Note 12. Cash and cash
equivalents
|
2023
£m
|
2022
£m
|
|
|
|
Bank balances
|
112.5
|
105.8
|
Cash deposits
|
12.0
|
11.9
|
Cash and cash equivalents
|
124.5
|
117.7
|
In 2023, the Group had restricted cash of £1.6
million (2022: £4.0 million) as a result of exchange controls in
Argentina.
Reconciliation of cash and cash
equivalents to net debt1
|
2023
|
2022
|
|
£m
|
£m
|
Opening borrowings and lease
liabilities
|
(318.1)
|
(223.8)
|
Increase in borrowings
|
(247.2)
|
(113.3)
|
Repayment of borrowings
|
193.9
|
39.0
|
Payment of lease
liabilities
|
8.9
|
9.0
|
Total changes from cash
flows
|
(44.4)
|
(65.3)
|
New leases and lease
remeasurement
|
(6.4)
|
(6.7)
|
Effect of movements in foreign
exchange
|
12.1
|
(22.3)
|
Closing borrowings and lease
liabilities
|
(356.8)
|
(318.1)
|
Cash and cash equivalents
|
124.5
|
117.7
|
Closing net
debt 1
|
(232.3)
|
(200.4)
|
1. Definitions of these non-GAAP measures can be found in the
glossary of terms on page 46, reconciliations of the statutory
results to the adjusted measures can be found on pages 14 to
18.
2. Comparative information has been restated to present the
increase and reduction in borrowings separately.
The table below details changes in the Group's
liabilities arising from financing activities, including both cash
and non-cash changes.
|
Borrowings
£m
|
Lease
liabilities
£m
|
Total financing
liabilities
£m
|
Cash and cash
equivalents
£m
|
Movement in
net debt1
£m
|
At 1 January 2022
|
(174.0)
|
(49.8)
|
(223.8)
|
127.3
|
(96.5)
|
Cash outflow
|
-
|
-
|
-
|
(0.7)
|
(0.7)
|
Borrowings and lease liability cash
flow
|
(74.3)
|
9.0
|
(65.3)
|
-
|
(65.3)
|
Net interest paid
|
-
|
-
|
-
|
(9.4)
|
(9.4)
|
Net cash inflow/(outflow)
|
(74.3)
|
9.0
|
(65.3)
|
(10.1)
|
(75.4)
|
Share purchases
|
-
|
-
|
-
|
(2.9)
|
(2.9)
|
New leases and lease
remeasurement
|
-
|
(6.7)
|
(6.7)
|
-
|
(6.7)
|
Exchange and other
movements
|
(17.9)
|
(4.4)
|
(22.3)
|
3.4
|
(18.9)
|
At 31 December 2022
|
(266.2)
|
(51.9)
|
(318.1)
|
117.7
|
(200.4)
|
|
|
|
|
|
|
At 1 January 2023
|
(266.2)
|
(51.9)
|
(318.1)
|
117.7
|
(200.4)
|
Cash inflow
|
-
|
-
|
-
|
38.9
|
38.9
|
Borrowings and lease liability cash
flow
|
(53.3)
|
8.9
|
(44.4)
|
-
|
(44.4)
|
Net interest paid
|
-
|
-
|
-
|
(17.9)
|
(17.9)
|
Net cash inflow/(outflow)
|
(53.3)
|
8.9
|
(44.4)
|
21.0
|
(23.4)
|
Share purchases
|
-
|
-
|
-
|
(4.7)
|
(4.7)
|
New leases and lease
remeasurement
|
-
|
(6.4)
|
(6.4)
|
-
|
(6.4)
|
Exchange and other
movements
|
9.8
|
2.3
|
12.1
|
(9.5)
|
2.6
|
At 31 December 2023
|
(309.7)
|
(47.1)
|
(356.8)
|
124.5
|
(232.3)
|
1.
Definitions of these non-GAAP measures can be found in the glossary
of terms on page 46, reconciliations of the statutory results to
the adjusted measures can be found on pages 14 to 18.
Note 13. Financial risk
management
Fair Values
|
31
December 2023
|
31
December 2022
|
Carrying
amount
£m
|
Fair
value
|
Carrying
amount
£m
|
Fair
value
|
Level
1
£m
|
Level
2
£m
|
Total
£m
|
Level
1
£m
|
Level
2
£m
|
Total
£m
|
Financial assets and liabilities
held at amortised cost
|
|
|
|
|
|
|
1.18% Euro Senior Notes
2023
|
-
|
-
|
-
|
-
|
(22.1)
|
-
|
(21.6)
|
(21.6)
|
3.17% US Dollar Senior Notes
2023
|
-
|
-
|
-
|
-
|
(12.4)
|
-
|
(12.1)
|
(12.1)
|
3.37% US Dollar Senior Notes
2026
|
(76.6)
|
-
|
(71.6)
|
(71.6)
|
(80.6)
|
-
|
(73.5)
|
(73.5)
|
1.55% Euro Senior Notes
2026
|
(21.7)
|
-
|
(20.3)
|
(20.3)
|
(22.2)
|
-
|
(20.1)
|
(20.1)
|
4.87% US Dollar Senior Notes
2026
|
(20.0)
|
-
|
(19.4)
|
(19.4)
|
(21.1)
|
-
|
(20.2)
|
(20.2)
|
1.74% Euro Senior Notes
2028
|
(8.7)
|
-
|
(8.0)
|
(8.0)
|
(8.9)
|
-
|
(7.7)
|
(7.7)
|
2.89% Euro Senior Notes
2030
|
(21.7)
|
-
|
(19.6)
|
(19.6)
|
(22.1)
|
-
|
(19.0)
|
(19.0)
|
5.47% US Dollar Senior Notes
2031
|
(7.9)
|
-
|
(7.7)
|
(7.7)
|
-
|
-
|
-
|
-
|
5.53% US Dollar Senior Notes
2033
|
(7.9)
|
-
|
(7.6)
|
(7.6)
|
-
|
-
|
-
|
-
|
5.61% US Dollar Senior Notes
2035
|
(23.7)
|
-
|
(22.8)
|
(22.8)
|
-
|
-
|
-
|
-
|
5.50% Cumulative First Preference
shares
|
(0.1)
|
-
|
(0.1)
|
(0.1)
|
(0.1)
|
-
|
(0.1)
|
(0.1)
|
5.00% Cumulative Second Preference
shares
|
(0.3)
|
-
|
(0.3)
|
(0.3)
|
(0.3)
|
-
|
(0.3)
|
(0.3)
|
|
(188.6)
|
-
|
(177.4)
|
(177.4)
|
(189.8)
|
-
|
(174.6)
|
(174.6)
|
|
|
|
|
|
|
|
|
|
Financial assets held at
FVTPL
|
2.2
|
2.2
|
-
|
2.2
|
-
|
-
|
-
|
-
|
Derivative financial assets held
at fair value
|
1.5
|
-
|
1.5
|
1.5
|
1.3
|
-
|
1.3
|
1.3
|
|
3.7
|
2.2
|
1.5
|
3.7
|
1.3
|
-
|
1.3
|
1.3
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
held at fair value
|
(0.5)
|
-
|
(0.5)
|
(0.5)
|
(1.6)
|
-
|
(1.6)
|
(1.6)
|
The table above analyses the fair
values of financial instruments held by the Group, by valuation
method, together with the carrying amounts shown in the balance
sheet.
The fair value of cash and cash
equivalents, current trade and other receivables/payables and
floating-rate bank and other borrowings are excluded from the
preceding table as their carrying amount approximates their fair
value.
Fair value hierarchy
The different levels have been defined as
follows:
Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities.
Level 2: not traded in an active market but the fair
values are based on quoted market prices or alternative pricing
sources with reasonable levels of price transparency. Fair value is
calculated using discounted cash flow methodology, future cash
flows are estimated based on forward exchange rates.
Level 3: inputs for the asset or liability that are
not based on observable market data (unobservable inputs).
The major methods and assumption used in estimating
the fair values of financial instruments reflected in the preceding
table are as follows:
Equity securities
Fair value is based on quoted market prices at the
balance sheet date.
Derivatives
Forward exchange contracts are marked to market
either using listed market prices or by discounting the contractual
forward price and deducting the current spot rate.
Fixed-rate borrowings
Fair value is calculated based on discounted
expected future principal and interest cash flows. The interest
rates used to determine the fair value of borrowings are 3.7%-6.3%
(2022: 4.2%-6.4%).
There have been no transfers between Level 1 and
Level 2 during 2023 and 2022 and there were no Level 3 financial
instruments in either 2023 or 2022.
Note 14. Pensions and other
post-retirement employee benefits
|
31 December
2023
|
|
UK
|
US
|
Europe
|
Rest of
World
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Summary of net obligations
|
|
|
|
|
|
Present value of unfunded defined
benefit obligations
|
-
|
(5.2)
|
(27.1)
|
(4.6)
|
(36.9)
|
Present value of funded defined
benefit obligations
|
(362.8)
|
(107.0)
|
(1.3)
|
(8.1)
|
(479.2)
|
Fair value of plan assets
|
375.3
|
106.7
|
0.2
|
8.7
|
490.9
|
|
12.5
|
(5.5)
|
(28.2)
|
(4.0)
|
(25.2)
|
|
|
|
|
|
|
Movements in present value of defined benefit
obligation
|
|
|
|
|
|
At
1 January 2023
|
(359.5)
|
(121.9)
|
(28.3)
|
(12.1)
|
(521.8)
|
Current service cost
|
-
|
-
|
(0.8)
|
(1.6)
|
(2.4)
|
Interest cost
|
(16.7)
|
(5.6)
|
(1.0)
|
(0.3)
|
(23.6)
|
Actuarial gain/(loss)
|
|
|
|
|
|
Experience
gain/(loss) on plan obligations
|
(0.3)
|
2.0
|
-
|
(0.5)
|
1.2
|
Changes in
financial assumptions - gain/(loss)
|
(10.4)
|
(1.9)
|
(0.6)
|
0.2
|
(12.7)
|
Changes in
demographic assumptions - gain/(loss)
|
2.9
|
-
|
-
|
-
|
2.9
|
Benefits paid
|
21.2
|
9.2
|
1.7
|
0.9
|
33.0
|
Exchange adjustments
|
-
|
6.0
|
0.6
|
0.7
|
7.3
|
At
31 December 2023
|
(362.8)
|
(112.2)
|
(28.4)
|
(12.7)
|
(516.1)
|
|
|
|
|
|
|
Movements in fair value of plan assets
|
|
|
|
|
|
At
1 January 2023
|
384.7
|
112.7
|
0.4
|
8.4
|
506.2
|
Interest on plan assets
|
17.9
|
5.4
|
-
|
0.3
|
23.6
|
Remeasurement
gain/(loss)
|
(6.1)
|
2.9
|
-
|
0.3
|
(2.9)
|
Contributions by
employer
|
-
|
0.6
|
1.6
|
1.2
|
3.4
|
Benefits paid
|
(21.2)
|
(9.2)
|
(1.7)
|
(0.9)
|
(33.0)
|
Exchange adjustments
|
-
|
(5.7)
|
(0.1)
|
(0.6)
|
(6.4)
|
At
31 December 2023
|
375.3
|
106.7
|
0.2
|
8.7
|
490.9
|
|
|
|
|
|
|
Actual return on assets
|
11.8
|
8.3
|
-
|
0.6
|
20.7
|
|
|
|
|
31 December
2023
|
|
UK
|
US
|
Europe
|
Rest of
World
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Fair value of plan assets by category
|
|
|
|
|
|
Equities
|
-
|
6.3
|
-
|
-
|
6.3
|
Growth assets1
|
48.9
|
-
|
-
|
-
|
48.9
|
Bonds
|
26.5
|
97.7
|
-
|
-
|
124.2
|
Liability-driven investments
(LDI)2
|
196.6
|
-
|
-
|
-
|
196.6
|
Matching insurance
policies
|
101.9
|
1.4
|
0.2
|
6.3
|
109.8
|
Other
|
1.4
|
1.3
|
-
|
2.4
|
5.1
|
|
375.3
|
106.7
|
0.2
|
8.7
|
490.9
|
1. Growth assets include investment
in Global Diversified and Multi-Asset Funds as well as UK
Property.
2. The LDI
assets are pooled funds in the UK that provide a leveraged return
linked to long duration fixed interest and index-linked government
bonds valued at the bid price of the units. This provides interest
rate and inflation hedging equivalent in size to circa 100% of the
invested assets of the UK Schemes measured on the 'Long Term
Objective' basis (Gilts +50bps) (excluding matching insurance
policies).
The Group expects to contribute
£3.6 million to these arrangements in 2024.
|
31
December 2022
|
|
UK
|
US
|
Europe
|
Rest
of
World
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Summary of net
obligations
|
|
|
|
|
|
Present value of unfunded defined
benefit obligations
|
-
|
(5.8)
|
(26.7)
|
(4.0)
|
(36.5)
|
Present value of funded defined
benefit obligations
|
(359.5)
|
(116.1)
|
(1.6)
|
(8.1)
|
(485.3)
|
Fair value of plan assets
|
384.7
|
112.7
|
0.4
|
8.4
|
506.2
|
|
25.2
|
(9.2)
|
(27.9)
|
(3.7)
|
(15.6)
|
|
UK
|
US
|
Europe
|
Rest of
World
|
|
|
|
|
|
Principal actuarial assumptions at 31 December 2023
were:
|
%
|
%
|
%
|
%
|
Discount rate
|
4.52
|
4.80
|
3.40
|
5.52
|
Inflation (UK: RPI/CPI)
|
3.05/2.31
|
n/a
|
2.10
|
n/a
|
|
|
|
|
|
Principal actuarial assumptions at 31 December 2022
were:
|
%
|
%
|
%
|
%
|
Discount rate
|
4.81
|
4.99
|
3.70
|
5.30
|
Inflation (UK: RPI/CPI)
|
3.26/2.47
|
n/a
|
2.20
|
n/a
|
Note 15. Provisions and contingent
liabilities
|
Closure
and
restructuring
provisions
£m
|
Legal and
other
provisions
£m
|
Environmental
provisions
£m
|
Total
£m
|
Balance at 1 January 2023
|
10.5
|
8.1
|
7.4
|
26.0
|
Provisions made during the
year
|
3.0
|
0.9
|
2.6
|
6.5
|
Provisions used during the
year
|
(2.2)
|
(1.3)
|
(1.4)
|
(4.9)
|
Provisions reversed during the
year
|
(3.0)
|
(1.8)
|
(0.2)
|
(5.0)
|
Effect of movements in foreign
exchange
|
(0.4)
|
(0.3)
|
(0.1)
|
(0.8)
|
Balance at 31 December
2023
|
7.9
|
5.6
|
8.3
|
21.8
|
|
|
|
|
|
Current
|
5.6
|
2.3
|
2.4
|
10.3
|
Non-current
|
2.3
|
3.3
|
5.9
|
11.5
|
|
7.9
|
5.6
|
8.3
|
21.8
|
Closure and restructuring provisions
Closure and restructuring
provisions relate to the Group's restructuring programmes and
represent committed expenditure at the balance sheet date. The
amounts provided are based on the costs of terminating relevant
contracts, under the contract terms, and management's best estimate
of other associated restructuring costs including professional
fees. The provisions are expected to be utilised in the next one to
two years.
We have a provision for a
multi-employer pension obligation for a site which was closed
during 2021. The cash outflows relating to the pension obligation
may continue for up to 18 years, subject to any settlement being
reached in advance of that date.
Legal and other provisions
Legal and other provisions mainly
comprise amounts provided against open legal and contractual
disputes arising in the normal course of business and long-service
costs. Provisions are made for the expected costs associated with
such matters, based on past experience of similar items and other
known factors, taking into account professional advice received,
and represent management's best estimate of the most likely
outcome. The timing of utilisation of these provisions is
frequently uncertain, reflecting the complexity of issues and the
outcome of various court proceedings and associated
negotiations.
Where obligations are not capable
of being reliably estimated, or if a material outflow of economic
resources is considered not probable, it is classified as a
contingent liability. The Group is of the opinion that any
associated claims that might be brought can be defeated
successfully and, therefore, the possibility of any material
outflow in settlement is assessed as remote.
Subsidiary undertakings within the
Group have given unsecured guarantees of £10.3 million (2022: £10.2
million) in the ordinary course of business.
Environmental provisions
Environmental provisions are made for
quantifiable environmental liabilities arising from known
environmental issues. The amounts
provided are based on the best estimate of the
costs required to remedy these issues. The provisions are expected
to be utilised in the next five to ten
years.
Environmental contingent liabilities
The Group is subject to local
health, safety and environmental laws and regulations concerning
its manufacturing operations around the world. These laws and
regulations may require the Group to take future action to
remediate the impact of historical manufacturing processes on the
environment or lead to other economic outflows. Such contingencies
may exist for various sites which the Group currently operates or
has operated in the past.
Tax contingent liabilities
The Group is subject to periodic
tax audits by various fiscal authorities covering corporate,
employee and sales taxes in the various jurisdictions in which it
operates. We have provided for estimates of the Group's likely
exposures where these can be reliably estimated.
Note 16. Subsequent
events
There were no reportable subsequent events
following the balance sheet date.
Glossary
Constant-currency1
|
Constant-currency revenue and Group
adjusted operating profit are derived by translating the prior year
results at current year average exchange rates.
|
Corporate costs
|
Corporate costs consist of the
costs of the central head office.
|
Free cash flow before acquisitions,
disposals and dividends1
|
Cash generated from continuing
operations less net capital expenditure, net interest paid, tax
paid and lease payments.
|
Group earnings before interest,
tax, depreciation
and amortisation (EBITDA)1
|
EBITDA is defined as operating
profit before specific adjusting items, amortisation of intangible
assets and depreciation.
|
Group adjusted operating
profit1
|
Operating profit adjusted to
exclude specific adjusting items and amortisation of intangible
assets.
|
Group
organic1
|
The Group results excluding
acquisition, disposal and business exit impacts at
constant-currency.
|
Adjusted earnings per share
(EPS)1
|
Adjusted earnings per share is
defined as operating profit adjusted to exclude specific adjusting
items and amortisation of intangible assets, plus share of profit
of associate less net financing costs, income tax expense and
non-controlling interests, divided by the weighted average number
of Ordinary shares during the period.
|
Net debt1
|
Borrowings, bank overdrafts and
lease liabilities less cash and cash equivalents.
|
Net cash and cash
equivalents1
|
Net cash and cash equivalents is
defined as cash and cash equivalents less bank
overdrafts.
|
Return on invested capital
(ROIC)1
|
Group adjusted operating profit
(operating profit excluding specific adjusting items and
amortisation of intangible assets) divided by the 12-month average
adjusted net assets (excludes long term employee benefits, deferred
tax assets and liabilities, current tax payable, provisions, cash
and cash equivalents, borrowings, bank overdrafts and lease
liabilities.
|
Specific adjusting items
|
See note 4 to the consolidated
financial statements for further details.
|
Underlying
|
Reference to underlying reflects
the trading results of the Group without the impact of specific
adjusting items and amortisation of intangible assets that would
otherwise impact the users understanding of the Group's
performance. The Directors believe that adjusted results provide
additional useful information on the core operational performance
of the Group and review the results of the Group on an adjusted
basis internally.
|
|
1. See definitions and
reconciliations of non-GAAP measures to GAAP measures on page 14 to
18.