REGISTERED NUMBER: 13035356 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED |
REGISTERED NUMBER: 13035356 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
(Statutory Auditor) |
Court House |
Court Road |
Bridgend |
CF31 1BE |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their strategic report of the company and the group for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The group's principal activity during the year continued to be the development, production, procurement and supply of a range of silicone and non-silicone based speciality chemicals and intermediates to agreed specifications and to regulated markets including pharmaceuticals, food and cosmetics. |
Momentive Performance Holdings UK Limited is a group holding company owning shares in a subsidiary and at this time, the company owns all of the shares in Basildon Chemical Co. Limited. |
In September 2018, MPM Holdings Inc, a global silicones and advanced materials company, and SJL Partners LLC, KCC Corporation and Wonik QnC Corporation (collectively, the "Investor Group"), entered into a definitive merger agreement whereby the Investor Group would acquire Momentive in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension and OPEB liabilities. |
On 6 January 2021 KCC Corp sold its Silicone division, including 100% of the shares in Basildon Chemical Co. Limited to MPM Holdings Inc. Subsequently the company was acquired by Momentive Performance Materials Holdings UK Limited. |
REVIEW OF BUSINESS |
The subsidiary company continued to develop new business in key markets and applications but reported a decline in sales in 2023 compared to 2022 as there was slowdown in demand in 2023 driven by the high inflation caused by the rising oil/gas prices, supply chain bottlenecks and the wars in Ukraine and the Middle East. In addition, there was general destocking by our customers. |
As part of the further integration of the subsidiary into the Momentive group, the ownership of inventory was transferred to Momentive Performance Materials GmbH, Leverkusen, Germany, hereafter "the GmbH", at the beginning of 2023. |
The subsidiary company continues to manufacture silicone and non-silicone based speciality chemicals and entered into a tolling services agreement with GmbH. Under the terms of this agreement, the Company provides manufacturing services for the GmbH. The company receives compensation for these services on a cost-plus fee basis. |
In addition, the company continues to recognise the revenue with its customers, being charged by GmbH for the finished products associated with the sales. |
The results for the 12 months and the financial position of the company and its subsidiary are shown in the financial statements. The results reflect the factors described above. |
The subsidiary company uses a range of performance measures to monitor and manage the business effectively. These are both financial and non-financial and the most significant of these are the key performance indicators (KPI's). The KPI's for 31 December 2023 and comparative years of the group can be summarised as follows; |
2023 | 2022 | 2021 |
Gross profit % | 16% | 31% | 30% |
Turnover | £24,108,475 | £27,800,981 | £22,142,812 |
Profit before tax | £1,083,075 | £5,923,988 | £3,488,025 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The subsidiary is exposed to low levels of price, credit, liquidity and cash flow risk. It manages these risks by financing its operations through retained profits and has access to a full range of financial support available from its parent group if the need should ever arise. |
The management's objectives are to retain sufficient liquid funds to enable it to meet its day to day trading requirements, to minimise the company's exposure to fluctuation customer cash flow, and manage future cash flows expected to arise from the company's trading activities. |
The subsidiary makes little use of financial instruments other than an operational bank account so its exposure to price risk, credit risk, liquidity risk and cash flow risk is not material for the assessment of the assets, liabilities, financial position and profit or loss. |
STRATEGY FOR GROWTH |
Basildon Chemical Co. Limited continues to strengthen the existing product portfolio through the technical resources within the company, the acquisition of complimentary products targeted at our key markets and by the utilisation of the significant Research and Development capabilities in Momentive Performance Materials Group that provides access to innovative and novel technology. |
The Momentive Performance Materials Group has continued to strengthen Basildon Chemical Co. Limited, in terms of geographic coverage and enhanced relationships with certain key customers, particularly in the North America and Asia Pacific Region. The decline in 2023 compared to 2022 was mostly in North America and the Middle East. The expectation is an improvement in the global economy in 2024 resulting in improved orders and sales to our target customers and markets going forward. The Vidacare portfolio of products were divested in 2023 since they didn't fit into the strategy of the company going forward. |
ON BEHALF OF THE BOARD: |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
During the year the subsidiary company did not pay a dividend to its immediate UK parent company. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
DISCLOSURE IN THE STRATEGIC REPORT |
Disclosures required under Schedule 7 have been disclosed in the Strategic Report in accordance with S414C(11) of the Companies Act 2006. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
AUDITORS |
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED |
Opinion |
We have audited the financial statements of Momentive Performance Materials Holdings UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2023 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
The audit was planned on the basis that the testing undertaken and procedures carried out would have a reasonable expectation of detecting any instances of irregularity including fraud. The plan involved assessing the risk of the financial statements containing material misstatements taking into account various factors such as the control systems in place, the standard of record keeping and an assessment of the influence and role of the stakeholders involved. The audit plan was followed and benefitted from the audit teams knowledge of the client. They considered how fraud may occur and where the financial statements may be susceptible to error. |
Suitable transaction sample testing was made on the high risk areas of the financial statements. Enquiries were made of the company directors for information and explanations as required during the course of the audit and any contentious areas appropriately challenged to ensure that sufficient audit evidence was obtained. |
The procedures and testing undertaken as a result of our risk assessments were deemed sufficient to identify material errors for which adjustment was then made in the financial statements. There is however no guarantee that all errors, including those related to fraud, would be identified as part of the audit. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
(Statutory Auditor) |
Court House |
Court Road |
Bridgend |
CF31 1BE |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
TURNOVER | 24,108,475 | 27,800,981 |
Cost of sales | 20,252,468 | 19,206,551 |
GROSS PROFIT | 3,856,007 | 8,594,430 |
Distribution costs | 274,623 | 453,209 |
Administrative expenses | 3,581,237 | 3,783,683 |
3,855,860 | 4,236,892 |
147 | 4,357,538 |
Other operating income | (69,273 | ) | 510,903 |
OPERATING (LOSS)/PROFIT | 4 | (69,126 | ) | 4,868,441 |
Interest receivable and similar income | 99,097 | 3,115 |
29,971 | 4,871,556 |
Interest payable and similar expenses | 5 | 440,081 | 448,765 |
(LOSS)/PROFIT BEFORE TAXATION | (410,110 | ) | 4,422,791 |
Tax on (loss)/profit | 6 | 292,384 | 1,291,739 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (702,494 | ) | 3,131,052 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE YEAR | (702,494 | ) | 3,131,052 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(702,494 |
) |
3,131,052 |
Total comprehensive income attributable to: |
Owners of the parent | (702,494 | ) | 3,131,052 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
CONSOLIDATED BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 8 | 7,332,830 | 8,518,531 |
Tangible assets | 9 | 5,265,777 | 5,585,331 |
Investments | 10 | - | - |
12,598,607 | 14,103,862 |
CURRENT ASSETS |
Stocks | 11 | 12,228 | 9,343,906 |
Debtors | 12 | 14,346,030 | 6,077,174 |
Cash at bank and in hand | 2,787,287 | 3,436,156 |
17,145,545 | 18,857,236 |
CREDITORS |
Amounts falling due within one year | 13 | 898,651 | 3,904,803 |
NET CURRENT ASSETS | 16,246,894 | 14,952,433 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
28,845,501 |
29,056,295 |
CREDITORS |
Amounts falling due after more than one year |
14 |
(10,300,846 |
) |
(9,800,044 |
) |
PROVISIONS FOR LIABILITIES | 17 | (517,757 | ) | (526,859 | ) |
NET ASSETS | 18,026,898 | 18,729,392 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 14,154,420 | 14,154,420 |
Retained earnings | 19 | 3,872,478 | 4,574,972 |
SHAREHOLDERS' FUNDS | 18,026,898 | 18,729,392 |
The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2024 and were signed on its behalf by: |
P Bering - Director |
D N Degville - Director |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
COMPANY BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 8 |
Tangible assets | 9 |
Investments | 10 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
14 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
Company's (loss)/profit for the financial year |
(445,636 |
) |
1,046,351 |
The financial statements were approved by the Board of Directors and authorised for issue on |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 | 14,154,420 | 1,443,920 | 15,598,340 |
Changes in equity |
Total comprehensive income | - | 3,131,052 | 3,131,052 |
Balance at 31 December 2022 | 14,154,420 | 4,574,972 | 18,729,392 |
Changes in equity |
Total comprehensive income | - | (702,494 | ) | (702,494 | ) |
Balance at 31 December 2023 | 14,154,420 | 3,872,478 | 18,026,898 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 11,125,081 | 1,429,829 |
Interest paid | (440,081 | ) | (448,765 | ) |
Tax paid | (792,769 | ) | (645,430 | ) |
Net cash from operating activities | 9,892,231 | 335,634 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (229,520 | ) | (629,867 | ) |
Sale of intangible fixed assets | 98,000 | - |
Sale of tangible fixed assets | (19,432 | ) | 21,752 |
Interest received | 99,097 | 3,115 |
Net cash from investing activities | (51,855 | ) | (605,000 | ) |
Cash flows from financing activities |
Increase in group & associated debtors | (8,327,276 | ) | - |
Decrease in group & associated creditors | (2,161,969 | ) | - |
Net cash from financing activities | (10,489,245 | ) | - |
Decrease in cash and cash equivalents | (648,869 | ) | (269,366 | ) |
Cash and cash equivalents at beginning of year |
2 |
3,436,156 |
3,705,522 |
Cash and cash equivalents at end of year |
2 |
2,787,287 |
3,436,156 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
(Loss)/profit before taxation | (410,110 | ) | 4,422,791 |
Depreciation charges | 1,629,828 | 1,711,803 |
Loss/(profit) on disposal of fixed assets | 26,379 | (18,915 | ) |
Gain on revaluation of fixed assets | - | (43,117 | ) |
Inter company balances | - | (197,817 | ) |
Finance costs | 440,081 | 448,765 |
Finance income | (99,097 | ) | (3,115 | ) |
1,587,081 | 6,320,395 |
Decrease/(increase) in stocks | 9,331,678 | (4,459,438 | ) |
Decrease/(increase) in trade and other debtors | 667,181 | (794,985 | ) |
(Decrease)/increase in trade and other creditors | (460,859 | ) | 363,857 |
Cash generated from operations | 11,125,081 | 1,429,829 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 2,787,287 | 3,436,156 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 3,436,156 | 3,705,522 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.1.23 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 3,436,156 | (648,869 | ) | 2,787,287 |
3,436,156 | (648,869 | ) | 2,787,287 |
Total | 3,436,156 | (648,869 | ) | 2,787,287 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Momentive Performance Materials Holdings UK Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These consolidated financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
The Directors have reviewed and considered relevant future budgetary information in making their assessment of going concern. On the basis of these assessments, the measures available to mitigate the impact of the current adverse economic conditions and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the financial statements. |
Basis of consolidation |
These are group consolidated accounts. The consolidation has been undertaken using the aquisition method. |
Investments in subsidiary's |
Investments made in subsidiary companies are shown at cost. |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
In applying the accounting policies decisions sometimes have to be made about the likely outcome of future events.Those judgements and estimates made in preparing the financial statements are based upon historical experience and assumptions that the directors believed were reasonable the circumstances. |
a. Useful economic life of tangible and intangible assets |
The useful economic life of assets is kept under annual review. Amendment is made is if the estimate of useful life requires change as a result of technological change or the economic use or physical condition of the assets. |
b.Goodwill |
The useful life of goodwill is assessed annually to ensure that the estimation of the future productive economic life of the trading assets and liabilities which the goodwill is derived will continue to be deliverable. |
c. Going concern |
The ability of the company to continue to trade as a going concern is assessed annually by the directors considering the greater support of the Momentive group and the plans that will be in place for future trading. |
d. Deferred taxation |
Is estimated based upon a calculation of tax timing difference that are likely to arise. |
e. Other estimates |
The directors annually calculate on a consistent basis any provisions that may be required in connection with bad debts or stocks that make require a reduction in value |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Goodwill |
Goodwill, being the amount paid in connection with the acquisition of businesses in 2019 and 2021, is being amortised evenly over their estimated useful lives of ten years. The personal trade acquired in 2019 was sold to a third party during the year. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Freehold property | - |
Fixtures and fittings | - |
Motor vehicles | - |
Stocks |
Stocks are valued at the lower of cost and net realisable value. |
The company values all stock items initially at average cost. More complex products have an overhead added to them using a standard basis of calculation. The more complex the product is to manufacture, the higher the overhead rate attributed. |
Full provision is made for obsolete and slow moving items. |
Financial instruments |
The company has basic financial instruments comprising cash & cash equivalents such as cash at bank and in hand along with short term debtors and creditors. Cash & cash equivalents are recorded at transaction price including any related transaction costs. |
Debtors and creditors are recorded initially at transaction price including transaction costs and subsequently measured at the expected settlement amount less any allowances for non payment.. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
The company makes payments under short term operating leases which are charged as they arise to the Profit and Loss account |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the group. Annual contributions payable to the pension scheme are charged to the profit & loss account in the period to which they relate. |
3. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 2,681,224 | 2,116,565 |
Social security costs | 246,220 | 269,891 |
Other pension costs | 113,533 | 136,465 |
3,040,977 | 2,522,921 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Distribution and Admin | 30 | 27 |
Manufacturing | 25 | 26 |
The average number of employees by undertakings that were proportionately consolidated during the year was 55 (2022 - 53 ) . |
2023 | 2022 |
£ | £ |
Directors' remuneration | 113,965 | 77,418 |
Directors' pension contributions to money purchase schemes | 13,453 | 7,048 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 1 | 1 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
4. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Hire of plant and machinery | 135,507 | 79,312 |
Other operating leases | 67,378 | 5,019 |
Depreciation - owned assets | 550,586 | 538,994 |
Loss/(profit) on disposal of fixed assets | 26,379 | (18,915 | ) |
Goodwill amortisation | 1,047,548 | 1,061,547 |
Patents and licences amortisation | - | 6,510 |
Computer software amortisation | 31,693 | 104,752 |
Auditors' remuneration | 24,550 | 26,614 |
Foreign exchange differences | 217,591 | (314,524 | ) |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Interest on loan from parent company |
440,081 |
448,765 |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 301,576 | 1,027,274 |
Prior period adjustment | (90 | ) | 100,207 |
Total current tax | 301,486 | 1,127,481 |
Deferred tax | (9,102 | ) | 164,258 |
Tax on (loss)/profit | 292,384 | 1,291,739 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
6. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
(Loss)/profit before tax | (410,110 | ) | 4,422,791 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2022 - 19 %) |
(102,528 |
) |
840,330 |
Effects of: |
Expenses not deductible for tax purposes | 22,649 | 939 |
Capital allowances in excess of depreciation | (1,353 | ) | (37,555 | ) |
Adjustments to tax charge in respect of previous periods | (90 | ) | 100,207 |
Loss/profit on disposal of fixed assets | (10,500 | ) | (3,536 | ) |
Double tax relief | - | (4,134 | ) |
Deferred tax | 29,878 | 164,258 |
Tax relief on Research and development | - | (53,997 | ) |
Consolidation adjustments | 373,297 | 285,227 |
Effective current year and standard tax rate difference | (18,969 | ) | - |
Total tax charge | 292,384 | 1,291,739 |
7. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
8. | INTANGIBLE FIXED ASSETS |
Group |
Patents |
and | Development | Computer |
Goodwill | licences | costs | software | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 | 10,615,472 | 71,848 | 65,874 | 559,986 | 11,313,180 |
Disposals | (140,000 | ) | - | - | - | (140,000 | ) |
Reclassification/transfer | - | (71,848 | ) | (65,874 | ) | (396,521 | ) | (534,243 | ) |
At 31 December 2023 | 10,475,472 | - | - | 163,465 | 10,638,937 |
AMORTISATION |
At 1 January 2023 | 2,137,094 | 71,848 | 65,874 | 519,833 | 2,794,649 |
Amortisation for year | 1,047,548 | - | - | 31,693 | 1,079,241 |
Eliminated on disposal | (42,000 | ) | - | - | - | (42,000 | ) |
Reclassification/transfer | - | (71,848 | ) | (65,874 | ) | (388,061 | ) | (525,783 | ) |
At 31 December 2023 | 3,142,642 | - | - | 163,465 | 3,306,107 |
NET BOOK VALUE |
At 31 December 2023 | 7,332,830 | - | - | - | 7,332,830 |
At 31 December 2022 | 8,478,378 | - | - | 40,153 | 8,518,531 |
9. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Freehold | Plant and | and | Motor |
property | machinery | fittings | vehicles | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 | 4,126,775 | - | 8,047,050 | 47,164 | 12,220,989 |
Additions | 8,649 | 220,871 | - | - | 229,520 |
Disposals | - | (27,280 | ) | - | (22,574 | ) | (49,854 | ) |
Reclassification/transfer | (180,422 | ) | 7,700,038 | (6,915,900 | ) | (1 | ) | 603,715 |
At 31 December 2023 | 3,955,002 | 7,893,629 | 1,131,150 | 24,589 | 13,004,370 |
DEPRECIATION |
At 1 January 2023 | 1,322,797 | - | 5,269,283 | 43,578 | 6,635,658 |
Charge for year | 63,454 | 461,947 | 21,600 | 3,585 | 550,586 |
Eliminated on disposal | - | (20,333 | ) | - | (22,574 | ) | (42,907 | ) |
Reclassification/transfer | (60,409 | ) | 5,054,495 | (4,398,830 | ) | - | 595,256 |
At 31 December 2023 | 1,325,842 | 5,496,109 | 892,053 | 24,589 | 7,738,593 |
NET BOOK VALUE |
At 31 December 2023 | 2,629,160 | 2,397,520 | 239,097 | - | 5,265,777 |
At 31 December 2022 | 2,803,978 | - | 2,777,767 | 3,586 | 5,585,331 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
10. | FIXED ASSET INVESTMENTS |
COST | £ |
As at 31 December 2023 and 2022 | 28,450,384 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following investment in Basildon Chemical Co. Limited. |
Registered office: Kimber Road , Abingdon , Oxford , OX14 1RZ . |
Nature of business: Production and distribution of Industrial silicones. |
Shares owned: 100% of the 100,000 Ordinary £1 shares in issued owned with full rights to income, voting and return of capital. |
£ |
Aggregated capital and reserves as at 31 December 2023 | 20,818,205 |
11. | STOCKS |
Group |
2023 | 2022 |
£ | £ |
Raw materials | 668 | 5,741,380 |
Finished goods | 11,560 | 3,602,526 |
12,228 | 9,343,906 |
The replacement cost of stock did not differ significantly from the figures shown |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade debtors | 3,790,303 | 5,045,015 |
Amounts owed by group undertakings | 9,228,088 | 423,866 |
Other debtors | 263,458 | 78,736 |
Tax | 131,815 | - |
VAT | 812,444 | 491,119 |
Prepayments | 119,922 | 38,438 |
14,346,030 | 6,077,174 |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade creditors | 388,544 | 813,908 |
Amounts owed to group undertakings | 34,206 | - |
Amounts owed to associates | - | 2,196,175 | - | - |
Tax | - | 359,468 |
Social security and other taxes | 65,092 | 58,588 |
Accrued expenses | 410,809 | 476,664 |
898,651 | 3,904,803 |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts owed to group undertakings | 10,276,990 | 9,800,044 | 10,276,990 | 9,800,044 |
Other creditors | 23,856 | - |
10,300,846 | 9,800,044 |
15. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year | 492,435 | 131,241 |
Between one and five years | 1,683,417 | 184,859 |
In more than five years | 1,613,888 | - |
3,789,740 | 316,100 |
16. | FINANCIAL INSTRUMENTS |
The amount owed to group undertakings is an amount owed under an unsecured Promisory note in favour of Momentive Performance Materials Inc. The full amount is repayable on or before 6 January 2029 and interest accrues at an annual rate of 4.5%. |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
17. | PROVISIONS FOR LIABILITIES |
£ |
Deferred tax provision as at 1 January 2023 | 526,859 |
Charge to income | (9,102 | ) |
Deferred tax provision as at 31 December 2023 | 517,757 |
The company made no provision for deferred tax: the provision relates to the subsidiary company. |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 14,154,420 | 14,154,420 |
Shares in issue are £1 ordinary with full rights to vote, to income and return of capital. |
19. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 January 2023 | 4,574,972 |
Deficit for the year | (702,494 | ) |
At 31 December 2023 | 3,872,478 |
Company |
Retained |
earnings |
£ |
At 1 January 2023 |
Deficit for the year | ( |
) |
At 31 December 2023 |
20. | PENSION COMMITMENTS |
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. Pensions costs amounted to £113,533 (2022 - £136,465) and the amount of contributions outstanding and due at the year end amounted to £23,856 (2022 - £nil). |
MOMENTIVE PERFORMANCE MATERIALS |
HOLDINGS UK LIMITED (REGISTERED NUMBER: 13035356) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
21. | ULTIMATE PARENT COMPANY |
KCC Corporation (incorporated in South Korea. ) is regarded by the directors as being the company's ultimate parent company. |
The immediate parent company that owns all of the shares in Momentive Materials Holdings Uk Limited is Momentive Performance Materials Inc.incorporated in the USA. |
22. | RELATED PARTY DISCLOSURES |
During the year the subsidiary company entered into the following trading transactions with other related parties: |
Remuneration |
Sales & Royalty income |
Purchases & expenses |
BalanceDr/(Cr) |
£ | £ | £ | £ |
Key Management remuneration |
113,965 |
Momentive Group companies |
5,769,787 |
17,139,095 |
9,193,882 |
KCC Group companies | - | - | 255,165 | - |
KCC Chemicals China Royalty |
- |
32,367 |
- |
- |
During the year, no dividend was paid by the subsidiary to Momentive Performance Holdings UK Limited |
Income, purchases and expenses transacted with related parties were undertaken in the normal course of business with outstanding balances repayable on normal commercial terms. |
During the year the parent company had a loan arrangement with its parent company Momentive Performance Materials Inc.as follows |
£ |
Amount owing as at 31 December 2023 | 10,276,990 |
Interest paid on the loan during the year at 4.5% | 440,081 |