SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF AUGUST, 2003 Commission file number: 1-14872 SAPPI LIMITED (Translation of registrant's name into English) 48 AMESHOFF STREET BRAAMFONTEIN JOHANNESBURG 2001 REPUBLIC OF SOUTH AFRICA (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F ----- ----- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):____ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):____ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----- ----- If "Yes" is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-____ INCORPORATION BY REFERENCE Sappi Limited's report for the third quarter ended June 2003, furnished by the Registrant under this Form 6-K and Sappi Limited's press release dated July 31, 2003, announcing the quarter-end results, furnished by the Registrant under this Form 6-K, are incorporated by reference into the Registration Statement on Form S-8 of the Registrant (File No. 333-11304) and the Section 10(a) Prospectus dated April 3, 2001 relating to the offer and sale of the Registrant's shares to Participants under The Sappi Limited Share Incentive Scheme. This Form 6-K includes a conformed version of the earnings announcement sent by the Registrant to its shareholders. This conformed version was prepared solely for purposes of supplementing the Registrant's Registration Statement on Form S-8 (File No. 33-11304) and the Section 10(a) Prospectus dated April 3, 2001. 2 FORWARD-LOOKING STATEMENTS In order to utilize the "Safe Harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 ("the Reform Act"), Sappi Limited (the "Company") is providing the following cautionary statement. Except for historical information contained herein, statements contained in this Report on Form 6-K may constitute "forward-looking statements" within the meaning of the Reform Act. The words "believe", "anticipate", "expect", "intend", "estimate", "plan", "assume", "positioned", "will", "may", "should", "risk" and other similar expressions which are predictions of or indicate future events and future trends which do not relate to historical matters identify forward- looking statements. In addition, this Report on Form 6-K may include forward- looking statements relating to the Company's potential exposure to various types of market risks, such as interest rate risk, foreign exchange rate risk and commodity price risk. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are in some cases beyond the control of the Company, together with its subsidiaries (the "Group"), and may cause the actual results, performance or achievements of the Group to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements (and from past results, performance or achievements). Certain factors that may cause such differences include but are not limited to: the highly cyclical nature of the pulp and paper industry; pulp and paper production, production capacity and pricing levels in North America, Europe, Asia and southern Africa; any major disruption in production at the Group's key facilities; changes in environmental, tax and other laws and regulations; adverse changes in the markets for the Group's products; any delays, unexpected costs or other problems experienced with any business acquired or to be acquired; consequences of the Group's leverage; adverse changes in the South African political situation and economy or the effect of governmental efforts to address present or future economic or social problems; and the impact of future investments, acquisitions and dispositions (including the financing of investments and acquisitions) and any delays, unexpected costs or other problems experienced in connection with dispositions. These and other risks, uncertainties and factors are discussed in the Company's Annual Report on Form 20-F and other filings with and submissions to the Securities and Exchange Commission, including this Report on Form 6-K. Shareholders and prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of the submission of this Report on Form 6-K and are not intended to give any assurance as to future results. The Company undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events or circumstances or otherwise. 3 sappi The word for fine paper [GLOBE GRAPHIC] Form S-8 version ----------------------------- Conformed results for the third quarter ended June 2003 ----------------------------- third quarter 2003 Sappi is the world's leading producer of coated fine paper Sappi is positioned for growth. This growth will be achieved by: o staying focused on branded coated fine paper, the fastest growing sector in the paper industry o growing our leading market shares in North America and Europe and entering new areas o providing new innovative products and services o continuing to improve the efficiencies of our world-class assets o supporting the coated fine paper business with a high level of pulp integration ------------------------------------------------------------------------------- SALES: WHERE THE PRODUCT IS SOLD* SALES BY PRODUCT GROUP* [Pie Chart] North America 36% [Pie Chart] Coated fine paper 65% Europe 41% Uncoated fine paper 6% Asia and other 9% Coated specialities 9% Southern Africa 14% Pulp 11% Commodity paper 8% Other 1% SALES: WHERE THE PRODUCT IS GEOGRAPHIC OWNERSHIP** MANUFACTURED* [Pie Chart] North America 32% [Pie Chart] Europe and ROW+ 12% Europe 45% Southern Africa 41% Southern Africa 23% North America 47% * for the nine months ended June 2003 ** at end June 2003 + Rest of the world ------------------------------------------------------------------------------- o EPS 13 US cents o Weak markets o Planned capital expenditure trimmed o Costs well contained ------------------------------------------------------------------------------- SUMMARY QUARTER Quarter Quarter NINE MONTHS Nine months ENDED ended ended ENDED ended JUNE March June JUNE June 2003 2003 2002 2003 2002 ------------------------------------------------------------------------------------------ Sales (US$ million) 1,062 1,095 974 3,176 2,677 ------------------------------------------------------------------------------------------ Operating profit (US$ million) 46 102 97 240 267 ------------------------------------------------------------------------------------------ Operating profit to sales (%) 4.3 9.3 10.0 7.6 10.0 ------------------------------------------------------------------------------------------ EBITDA* (US$ million)** 149 195 188 534 503 ------------------------------------------------------------------------------------------ EPS (US cents) 13 25 29 61 64 ------------------------------------------------------------------------------------------ Headline EPS (US cents)** 12 25 29 60 69 ------------------------------------------------------------------------------------------ * Earnings before interest, tax, depreciation and amortisation (including fellings). The comparative information has been restated to take into account the changed EBITDA definition. Refer note 1 of the supplemental information for further details. ** Refer to notes 1 and 2 of the supplemental information for reconciliations of these numbers. SAPPI 1 COMMENTS Our markets deteriorated as the quarter progressed. Pulp prices, which started the quarter on a rising note, ran out of steam and by the end of June NBSK pulp prices dropped US$40 per ton from the peak of US$560 per ton in May. Demand for coated fine paper remained weak and our markets have become increasingly competitive. In Europe, industry orders excluding overseas exports were down 3% compared to a year earlier and 11 % compared to the March quarter. Including overseas exports, industry order intake was down 8% compared to the March quarter. Although magazine advertising expenditure in the US in the quarter was up 9% compared to a year earlier, magazine advertising pages were 1 % lower. North American prices for web products have increased approximately US$40 per ton since the start of our fiscal year. Prices for domestically produced sheet products have, however, continued to decline. The group's sales for the quarter reflected these difficult conditions and although they increased 9% compared to a year earlier the currency effect on translation into Dollars masked the decline in local currencies in South Africa and Europe. The North American business' sales were flat compared to a year earlier but included the Potlatch fine paper business for the full period this year and only half the period last year. The group's sales were down 3% compared to the March quarter. Net profit of US$29 million was approximately half of the prior quarter and 56.1 % below the equivalent quarter last year. Headline earnings were US$2 million lower than net profit mainly as the result of profit on the sale of fixed assets. Earnings per share for the quarter were 13 US cents, 52% of the prior quarter and 55.2% below a year earlier. Headline earnings per share were 12 US cents. Group operating profit for the quarter decreased 52.6% to US$46 million compared to a year earlier largely as a result of weak demand and price pressure on our coated fine paper business and the pressure on prices in our Southern African businesses as a result of the weak US Dollar relative to the Rand. Operating costs were generally well managed; however, a concentration of mill maintenance shuts in the quarter and higher inflation in South Africa led to increased costs in the Forest Products business. The real cost performance is distorted by translation to US Dollars. Net interest paid included additional costs of US$10.5 million in respect of an investment-linked financing agreement. The impact on net finance costs, after related credits, was US$5.5 million. These costs result from the cumulative under-performance of the investment component. 2 SAPPI Net finance costs were US$21 million compared to US$27 million in the March quarter. The previous quarter's report indicated our intention to swap a further US$500 million fixed rate debt to floating rates, having entered swaps for US$250 million in that quarter. In the intervening period margins widened; however, in July we were able to conclude these swaps at targeted levels. The interest benefit of the swaps based on current US$ Libor rates, amounts to US$25.1 million per annum. The expected interest benefit based on current short-term interest rates, for the last quarter of this financial year, amounts to US$5.5 million. The group's fixed to floating rate debt ratio is now 52:48. Taxation for the quarter was a credit of US$1 million, which brings the year to date rate into line with our estimate of the full year rate of 19.2%, which is lower than our earlier estimate as a result of relatively lower profit generation in higher tax jurisdictions. CASH FLOW AND DEBT Cash generated by operations was US$124 million, 39.5% lower than a year earlier and 36.1 lower than the March quarter. Capital expenditure for the quarter was US$70 million, approximately 80% of depreciation. In the light of the uncertain outlook capital expenditure for the full year, which was planned at a level of 100% of depreciation has been cut back to approximately 80% of depreciation. Inventories increased by US$28 million excluding currency movement in the quarter, which is traditionally a quarter in which we build inventory in North America for a seasonal increase in demand. Since our second quarter announcement we have re-purchased approximately 1.1 million shares at an average price of approximately US$12.60 per share. SAPPI 3 OPERATING REVIEW FOR THE QUARTER SAPPI FINE PAPER ------------------------------------------------------------------------------- QUARTER ENDED Quarter ended JUNE 2003 June 2002 % US$ MILLION US$ million change ------------------------------------------------------------------------------- Sales 874 820 6.6 ------------------------------------------------------------------------------- Operating profit 30 54 (44.4) ------------------------------------------------------------------------------- Operating profit to sales (%) 3.4 6.6 - ------------------------------------------------------------------------------- The coated fine paper business faced weakening markets in Europe and continued difficult markets in North America, where low priced imports from Asia and Europe continue to depress prices, in a quarter that is typically seasonally weak. Our Southern African business performed well despite significant price reductions in local currency in reaction to competitive pressure from imports and to the stronger Rand. Margins and returns deteriorated significantly in the quarter. EUROPE ------------------------------------------------------------------------------- QUARTER ENDED Quarter ended JUNE 2003 June 2002 % change % change US$ MILLION US$ million (US$) (Euro) ------------------------------------------------------------------------------- Sales 481 442 8.8 (10.9) ------------------------------------------------------------------------------- Operating profit 11 60 (81.7) (85.0) ------------------------------------------------------------------------------- Operating profit to sales (%) 2.3 13.6 - - ------------------------------------------------------------------------------- Our sales volume increased slightly compared to a year ago as a result of increased overseas exports but was approximately 8% lower than the March quarter. We are concerned at the erosion of our market share in the quarter. Average prices realised in Euros were down 11.4% compared to a year ago and 1.4% compared to the March quarter, partly as a result of lower Euro price realisations on exports resulting from the stronger Euro relative to the US Dollar. The combination of lower volumes and prices and higher pulp prices led to a rapid deterioration in margins through the June quarter. 4 SAPPI The market as a whole remains weak with no sign yet of a turnaround in economic growth or advertising spending. NORTH AMERICA ------------------------------------------------------------------------------- QUARTER ENDED Quarter ended JUNE 2003 June 2002 % US$ MILLION US$ million change ------------------------------------------------------------------------------- Sales 319 319 - ------------------------------------------------------------------------------- Operating profit (loss) 9 (16)* - ------------------------------------------------------------------------------- Operating profit to sales (%) 2.8 - - ------------------------------------------------------------------------------- * Includes US$13 million of integration costs relating to the Potlatch fine paper business acquisition. Our sales volume for the quarter declined 3.8% compared to a year earlier; however, average prices realised were US$40 per metric ton higher. Our manufacturing efficiency improved towards the end of the quarter particularly at Somerset where throughput has now returned and on occasion exceeded normal levels, following the rebuild of number 3 paper machine earlier in the year. Wood and natural gas prices remain high and high pension and medical costs continue to impact results. We have stabilised our market share in North America and believe that as the economy improves we will see the benefits of the rationalisation of brands and merchant distribution effected over the past year. Margins and returns, although reflecting a turnaround from last year, remain well short of potential. Fine Paper South Africa ------------------------------------------------------------------------------- QUARTER ENDED Quarter ended JUNE 2003 June 2002 % change % change US$ MILLION US$ million (US$) (Rand) ------------------------------------------------------------------------------- Sales 74 59 25.4 (10.2) ------------------------------------------------------------------------------- Operating profit 10 10 - (28.4) ------------------------------------------------------------------------------- Operating profit 13.5 16.9 - - to sales (%) ------------------------------------------------------------------------------- Margins have been squeezed by increased competition from imports following the strengthening of the Rand, but our product range, access to different markets and manufacturing flexibility have helped us to achieve acceptable results. SAPPI 5 FOREST PRODUCTS ------------------------------------------------------------------------------- QUARTER ENDED Quarter ended JUNE 2003 June 2002 % change % change US$ MILLION US$ million (US$) (Rand) ------------------------------------------------------------------------------- Sales 188 154 22.1 (12.6) ------------------------------------------------------------------------------- Operating profit 18 39 (53.8) (67.0) ------------------------------------------------------------------------------- Operating profit 9.6 25.3 - - to sales (%) ------------------------------------------------------------------------------- Local demand for our pulp and paper products increased during the quarter, while export demand was mixed. Average pulp prices were significantly higher in the quarter; however, pulp prices peaked in May and have since dropped by US$40 per ton. The impact of the stronger Rand on revenues more than offset the effect of the higher pulp prices and resulted in severe margin pressure. Demand for dissolving pulp remained steady with most regions experiencing good demand. The exchange rate impacted prices realised for our exports and for our domestic sales of containerboard as imported products became more competitive. We had a concentration of mill maintenance shuts in the quarter, which increased maintenance costs. This is not expected to recur in the final quarter. The local cost base increased on the back of local inflation which has, however, declined in recent months. This will help to contain costs going forward. ------------------------------------------------------------------------------- OUTLOOK Market conditions have not improved since our trading update issued in June and are still uncertain. Economic growth in Europe remains elusive and the improvement in the US economy is taking longer that anticipated. Although there are some encouraging signals, a substantial improvement is not expected before the end of the calendar year. The strength of the Euro has almost certainly lead to more difficult market conditions in Europe as export markets become less attractive to manufacturers. For our Southern African businesses, a continuing strong Rand will put pressure on revenue and margins and the indications are that pulp prices are trending downwards. We increased inventories during the quarter in anticipation of the usual seasonal increase in demand in our final quarter. It is already clear that we are likely to increase curtailment of production to maintain our long-standing policy of matching output to customer demand. 6 SAPPI We continue to focus on improving our competitive position through driving costs down and enhancing our quality and complete service package in order to regain our traditional market shares. Under current conditions it is no longer clear that earnings for the fourth quarter will be better than for the third quarter. Earnings per share for the full year are likely to be well below last year. On behalf of the Board J C A LESLIE DIRECTOR D G WILSON DIRECTOR 30 July 2003 SAPPI LIMITED (Registration number 1936/008963/06) JSE Code: SAP ISIN Code: ZAE 000006284 SAPPI 7 FORWARD-LOOKING STATEMENTS ------------------------------------------------------------------------------- Certain statements in this release that are neither reported financial results nor other historical information, are forward-looking statements, including but not limited to statements that are predictions of or indicate future earnings, savings, synergies, events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors, that could cause actual results and company plans and objectives to differ materially from those expressed or implied in the forward-looking statements (or from past results). Such risks, uncertainties and factors include, but are not limited to the highly cyclical nature of the pulp and paper industry (and the factors that contribute to such cyclicality, such as levels of demand, production capacity, production and pricing), adverse changes in the markets for the group's products, consequences of substantial leverage, changing regulatory requirements, unanticipated production disruptions, economic and political conditions in international markets, the impact of investments, acquisitions and dispositions (including related financing), any delays, unexpected costs or other problems experienced with integrating acquisitions and achieving expected savings and synergies and currency fluctuations. The company undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events or circumstances or otherwise. 8 SAPPI [GLOBE GRAPHIC] Form S-8 version Conformed financial results for the third quarter ended June 2003 SAPPI 9 GROUP INCOME STATEMENT Reviewed Reviewed Reviewed Reviewed Quarter Quarter Nine months Nine months ended ended ended ended June 2003 June 2002 June 2003 June 2002 US$ million US$ million % change US$ million US$ million % change -------------------------------------------------------------------------------------------------------------------- SALES 1,062 974 9.0 3,176 2,677 18.6 Cost of sales* 933 787 2,691 2,197 ------------------------------------------------------------------------------ Gross profit 129 187 (31.0) 485 480 1.0 Selling, general & administrative expenses* 83 90 245 213 ------------------------------------------------------------------------------ OPERATING PROFIT 46 97 (52.6) 240 267 (10.1) Non-trading (profit) loss (3) - (4) 19 Net finance costs 21 7 72 45 ------------- ----------- -------------- ------------ Net interest paid | 39 | | 23 | | 93 | | 66 | Capitalised | (9) | | (6) | | (20) | | (23) | Net foreign exchange | | | | | | | | (gains) losses | (6) | | (13) | | 2 | | (5) | Change in fair value of | | | | | | | | financial instruments | (3) | | 3 | | (3) | | 7 | ------------- ----------- -------------- ------------ ------------------------------------------------------------------------------ PROFIT BEFORE TAX 28 90 (68.9) 172 203 (15.3) Taxation - current 5 8 36 24 - deferred (6) 16 (3) 32 ------------------------------------------------------------------------------ NET PROFIT 29 66 (56.1) 139 147 (5.4) ------------------------------------------------------------------------------ EARNINGS PER SHARE (US CENTS) 13 29 61 64 Weighted average number of shares in issue (millions) 229.1 230.4 229.5 230.2 Diluted earnings per share (US cents) 13 28 60 63 Weighted average number of shares on fully diluted basis (millions) 231.5 233.9 232.1 233.5 ------------------------------------------------------------------------------ * Reallocation of delivery charges. Refer to note 2 for further details. 1O SAPPI GROUP BALANCE SHEET Reviewed Audited June 2003 Sept. 2002 US$ million US$ million -------------------------------------------------------------- ASSETS Non-current assets 4,163 3,639 --------------- ------------ Property, plant and equipment | 3,503 | | 3,189 | Plantations | 434 | | 298 | Deferred taxation | 8 | | 6 | Other non-current assets | 218 | | 146 | --------------- ------------ Current assets 1,343 1,002 --------------- ------------ Cash and cash equivalents | 353 | | 161 | Trade and other receivables | 267 | | 282 | Prepaid income taxes | 3 | | 38 | Inventories | 720 | | 521 | ------------------------------- Total assets 5,506 4,641 ------------------------------- EQUITY AND LIABILITIES Shareholders' equity Ordinary shareholders' interest 1,949 1,601 Minority interest 2 2 Non-current liabilities 2,526 2,110 ---------------- ------------ Interest-bearing borrowings | 1,768 | | 1,455 | Deferred taxation | 483 | | 399 | Other non-current liabilities | 275 | | 256 | ---------------- ------------ Current liabilities 1,029 928 ---------------- ------------ Interest-bearing borrowings | | | | and bank overdraft | 156 | | 125 | Taxation payable | 89 | | 48 | Other current liabilities | 784 | | 755 | ------------------------------- Total equity and liabilities 5,506 4,641 =============================== Number of shares in issue at balance sheet date (millions) 228.9 230.2 SAPPI 11 GROUP CASH FLOW STATEMENT Reviewed Reviewed Reviewed Reviewed Quarter Quarter Nine months Nine months ended ended ended ended June 2003 June 2002 June 2003 June 2002 US$ million US$ million US$ million US$ million ----------------------------------------------------------------------------------- Cash generated by operations 124 205 494 518 Movement in working capital (18) 39 (183) (92) Net finance costs (31) (13) (92) (68) Taxation recovered (paid) 6 (4) 31 (63) Dividends paid - - (65) (60) ---------------------------------------------------- Cash retained from operating activities 81 227 185 235 Cash effects of investing activities (95) (535) (200) (641) ---------------------------------------------------- Normal investing activities | (95) (47) (200) (153)| Acquisition of net assets | - (488) - (488)| ---------------------------------------------------- ---------------------------------------------------- (14) (308) (15) (406) Cash effects of financing activities 150 365 184 160 ---------------------------------------------------- Net movement in cash and cash equivalents 136 57 169 (246) ==================================================== GROUP STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Reviewed Reviewed Nine months Nine months ended ended June 2003 June 2002 US$ million US$ million --------------------------------------------------------------------------- Balance - beginning of year 1,601 1,503 Net profit 139 147 Foreign currency translation reserve 312 (57) Revaluation of movement in share capital and share premium 3 - Revaluation of derivative instruments (17) 6 Dividends declared - US$0.28 (2002: US$0.26) per share (65) (60) (Share buybacks) net of transfers to participants of the share purchase trust (24) 4 ----------------------------- Balance - end of period 1,949 1,543 ============================= 12 SAPPI NOTES TO THE GROUP RESULTS 1. BASIS of PREPARATION The group results have been prepared in conformity with South African Statements of Generally Accepted Accounting Practice (SA GAAP). Sappi has changed its accounting policy with regard to the translation of equity categories to conform with the requirements of AC 430 (Reporting currency - Translation from measurement currency to presentation currency), the effects of which are negligible. All of the other accounting policies are the same as those in the September 2002 annual financial statements. The financial results for the quarter have been reviewed by the group's auditors, Deloitte & Touche. Their report is available for inspection at the company's registered offices. 2. REALLOCATION OF COSTS In prior years, a portion of delivery charges was included in selling, general and administrative expenses. It is now considered more appropriate to reflect all delivery charges under cost of sales. The effect is to increase cost of sales and decrease selling, general and administrative expenses by US$22 million for the quarter (March 2003: US$21 million; June 2002: US$19 million) and US$63 million for the nine months ended (June 2002: US$50 million). SAPPI 13 NOTES TO THE GROUP RESULTS (CONTINUED) REVIEWED Reviewed REVIEWED Reviewed QUARTER Quarter NINE MONTHS Nine months ENDED ended ENDED ended JUNE 2003 June 2002 JUNE 2003 June 2002 US$ MILLION US$ million US$ MILLION US$ million --------------------------------------------------------------------------------------------------- 3. OPERATING PROFIT Included in operating profit are: Depreciation 89 81 259 225 Fellings * 5 7 14 19 Amortisation 6 3 17 11 --------------------------------------------------------------------------------------------------- 100 91 290 255 =================================================================================================== 4. CAPITAL EXPENDITURE Property, plant and equipment 70 32 170 131 Plantations 8 9 21 19 --------------------------------------------------------------------------------------------------- 78 41 191 150 =================================================================================================== REVIEWED Audited JUNE 2003 Sept. 2002 US$ MILLION US$ million --------------------------------------------------------------------------------------------------- 5. CAPITAL COMMITMENTS Contracted but not provided 157 55 Approved but not contracted 157 173 --------------------------------------------------------------------------------------------------- 314 228 =================================================================================================== 6. CONTINGENT LIABILITIES Guarantees and suretyships 80 66 Other contingent liabilities 17 14 =================================================================================================== * The amount amortised in the income statement representing the standingcost of the plantations harvested. 14 SAPPI SUPPLEMENTAL INFORMATION ADDITIONAL INFORMATION REVIEWED Reviewed REVIEWED Reviewed QUARTER Quarter NINE MONTHS Nine months ENDED ended ENDED ended JUNE 2003 JUNE 2002 JUNE 2003 JUNE 2002 US$ MILLION US$ million US$ MILLION US$ million ------------------------------------------------------------------------------------------ 1. NET PROFIT TO EBITDA * RECONCILIATION Net profit per the Group Income Statement 29 66 139 147 Net finance costs 21 7 72 45 Taxation - current 5 8 36 24 - deferred (6) 16 (3) 32 Depreciation 89 81 259 225 Amortisation (including fellings) 11 10 31 30 ------------------------------------------------------------------------------------------- EBITDA* 149 188 534 503 ------------------------------------------------------------------------------------------- * Earnings before interest, tax, depreciation and amortisation (including fellings). In connection with rules recently adopted by the U.S. Securities Exchange Commission ("SEC') relating to "Conditions for Use of Non-GAAP Financial Measures", we have reconciled EBITDA to net profit rather than operating profit and recalculated EBITDA to exclude only interest, taxes, depreciation and amortisation (including fellings). As a result our definition has been amended to retain non-trading profit/loss as part of EBITDA. The comparative information has been restated to take this into account. The effect of this is to increase EBIDTA by US$3 million for the quarter to US$149 million (March 2003: increase of US$1 million to US$195 million; June 2002: no impact) and by US$4 million for the nine months ended June 2003 to US$534 million (June 2002: decrease of US$19 million to US$503 million). The above financial measure (EBITDA) is presented to assist our shareholders and the investment community in interpreting our financial results. This financial measure is regularly used and compared with companies in our industry. SAPPI 15 SUPPLEMENTAL INFORMATION ADDITIONAL INFORMATION REVIEWED Reviewed REVIEWED Reviewed QUARTER Quarter NINE MONTHS Nine months ENDED ended ENDED ended JUNE 2003 June 2002 JUNE 2003 June 2002 US$ MILLION US$ million US$ MILLION US$ million --------------------------------------------------------------------------------------------------- 2. CALCULATION OF HEADLINE EARNINGS Net profit per the Group Income Statement 29 66 139 147 (Profit) loss on disposal of business and fixed assets (2) 1 (3) 2 Mill closure costs - - 1 5 Debt restructuring costs - - - 6 --------------------------------------------------------------------------------------------------- Headline earnings** 27 67 137 160 --------------------------------------------------------------------------------------------------- Headline earnings per share (US cents)** 12 29 60 69 Weighted average number of shares in issue (millions) 229.1 230.4 229.5 230.2 Diluted HEADLINE earnings per share (US cents)** 12 29 59 69 Weighted average number of shares on fully diluted basis (millions) 231.5 233.9 232.1 233.5 ** Headline earnings per share has been restated as required by the new JSE Securities Exchange South Africa Listing Requirements. These require that all companies comply with circular 7/2002 issued by the South African Institute of Chartered Accountants. For Sappi the only change in headline earnings is that there are no longer any adjustments for movements in restructuring provisions. The impact of this is immaterial. 16 SAPPI SUPPLEMENTAL INFORMATION EXCHANGE RATES June March December September June 2003 2003 2002 2002 2002 ------------------------------------------------------------------------------------------ Exchange rates: Period end rate: US$1 = ZAR 7.4300 7.9550 8.7200 10.5400 10.3600 Average rate for the Quarter: US$1 = ZAR 7.6305 8.3550 9.7265 10.4818 10.6581 Average rate for the YTD: US$1 = ZAR 8.6173 9.0866 9.7265 10.5393 10.5443 Period end rate: EUR1 = US$ 1.1417 1.0729 1.0387 0.9789 0.9920 Average rate for the Quarter: EUR1 = US$ 1.1236 1.0686 0.9995 0.9850 0.9196 Average rate for the YTD: EUR1 = US$ 1.0655 1.0334 0.9995 0.9188 0.8997 The financial results of entities with reporting currencies other than the US Dollar are translated into US Dollars as follows: - Assets and liabilities at rates of exchange ruling at period end, and - Income, expenditure and cash flow items at average exchange rates. SAPPI 17 SUPPLEMENTAL INFORMATION REGIONAL INFORMATION REVIEWED Reviewed REVIEWED Reviewed QUARTER Quarter NINE MONTHS Nine months ENDED ended ENDED ended JUNE 2003 June 2003 JUNE 2003 June 2002 US$ MILLION US$ million % change US$ MILLION US$ million % change --------------------------------------------------------------------------------------------------------------------------- SALES - METRIC TONS (000's) Fine Paper - North America 301 313 (3.8) 1,012 765 32.3 Europe 546 543 0.6 1,663 1,620 2.7 Southern Africa 78 81 (3.7) 221 234 (5.6) --------------------------------------------------------------------------------------------------------------------------- Total 925 937 (1.3) 2,896 2,619 10.6 Forest Products - Pulp and paper operations 348 380 (8.4) 1,080 1,052 2.7 Forestry operations 323 268 20.5 930 777 19.7 --------------------------------------------------------------------------------------------------------------------------- Total 1,596 1,585 0.7 4,906 4,448 10.3 =========================================================================================================================== SALES Fine Paper - North America 319 319 - 1,026 809 26.8 Europe 481 442 8.8 1,418 1,285 10.4 Southern Africa 74 59 25.4 196 157 24.8 Total 874 820 6.6 2,640 2,251 17.3 --------------------------------------------------------------------------------------------------------------------------- Forest Products - Pulp and paper operations 174 143 21.7 497 398 24.9 Forestry operations 14 11 27.3 39 28 39.3 --------------------------------------------------------------------------------------------------------------------------- Total 1,062 974 9.0 3,176 2,677 18.6 =========================================================================================================================== OPERATING PROFIT Fine Paper - North America` 9 (16) - 38 (36) - Europe 11 60 (81.7) 92 164 (43.9) Southern Africa 10 10 - 29 24 20.8 --------------------------------------------------------------------------------------------------------------------------- Total 30 54 (44.4) 159 152 4.6 Forest Products 18 39 (53.8) 79 103 (23.3) Corporate (2) 4 - 2 12 (83.3) --------------------------------------------------------------------------------------------------------------------------- Total 46 97 (52.6) 240 267 (10.1) =========================================================================================================================== * The comparative number includes US$13 million of integration costs relating to the Potlatch fine paper business acquisition. 18 SAPPI ----------------------------------------------------------------------------------------------------------- sappi ordinary shares ----------------------------------------------------------------------------------------------------------- ZAR 160- 140- 120- 100- [CHART GRAPHING ORDINARY SHARE PRICES IN SOUTH AFRICAN RAND 80- FROM JANUARY 1, 2001 TO JULY 28, 2003] 60- 40- 20- 0- ------------------------------------------------------------------------------------------------------- 1 Jan 1 Apr 1 Jul 1 Oct 1 Jan 1 Apr 1 Jul 1 Oct 1 Jan 1 Apr 28 Jul 2001 2001 2001 2002 2002 2002 2002 2003 2003 2003 2003 ----------------------------------------------------------------------------------------------------------- ADR price (NYSE TICKER: SPP) note: (1 ADR = 1 sappi share) ----------------------------------------------------------------------------------------------------------- US$ 16- 14- 12- 10- [CHART GRAPHING ORDINARY SHARE PRICE IN U.S. DOLLARS 8- FROM JANUARY 1, 2001 TO JULY 28, 2003] 6- 4- 2- 0- ------------------------------------------------------------------------------------------------------- 1 Jan 1 Apr 1 Jul 1 Oct 1 Jan 1 Apr 1 Jul 1 Oct 1 Jan 1 Apr 28 Jul 2001 2001 2001 2002 2002 2002 2002 2003 2003 2003 2003 SAPPI 19 ------------------------------------------------------------------------------ notes ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ 20 SAPPI This report is available on the Sappi website - www.sappi.com Other interested parties can obtain printed copies of this report from: SOUTH AFRICA: UNITED STATES UNITED KINGDOM: Computershare Investor ADR DEPOSITARY: Capita IRG plc Services Limited Bank of New York Bourne House 70 Marshall Street ADR Department 34 Beckenham Road Johannesburg 2001 101 Barclay Street Beckenham, Kent PO. Box 61051 New York, NY 10286 BR3 4TU, DX 91750 Marshalltown 2107 Tel +1 212 815-5800 Beckenham West Tel +27 (0)11 370-5000 Tel +44 (0)208 639-2157 www.sappi.com Printed on Sappi HannoArt Silk 250g/m' and 150g/m' SAPPI Sappi Limited Press Release Johannesburg, 31 July 2003 SAPPI REPORTS THIRD QUARTER RESULTS AGAINST CONTINUED TOUGH MARKETS Sappi, the world's leading producer of coated fine paper, today announced results for the third quarter to June 2003. HIGHLIGHTS o Markets remain weak o Increased competition in all markets o Costs well contained o Planned capital expenditure trimmed o EPS of 13 US cents (Q3 2002: 29 US cents) Commenting on the results, Sappi CEO Jonathan Leslie, said: "Our third quarter results were achieved against a background of lower pulp prices, weak demand for coated fine paper and increasingly competitive markets. This has been a particularly difficult quarter for the company. "South Africa held up well following significant Rand price reductions due to imports and the stronger Rand. Coated fine paper markets in Europe weakened and North America remained poor with low priced imports from Asia and Europe continuing to depress prices in this quarter, seasonally a weak quarter for Sappi." 1 RESULTS FOR THE QUARTER As in the second quarter, currency movements continued to have a major influence on results. The group's sales for the quarter reflected the difficult conditions and although sales increased 9% compared to the previous year, the currency effect on translation into Dollars masked the decline in local currencies in South Africa and Europe. The North American sales were flat compared to a year earlier but included the Potlatch fine paper business for the full period this year and only half the period last year. The group's sales were down 3% compared to the March quarter. Net profit of US$29 million was approximately half of the prior quarter and 56.1% below the equivalent quarter last year. Earnings per share for the quarter were 13 US cents, 52% of the prior quarter and 55.2% below a year earlier. Headline earnings per share were 12 US cents. Group operating profit for the quarter decreased by 52.6% to US$46 million, compared to the prior year. This was largely as a result of weak demand and pricing pressure on the coated fine paper business and the pressure on prices in the Southern African businesses due to the weak US Dollar relative to the Rand. Operating costs were generally well managed, although a concentration of mill maintenance shuts in the quarter and higher inflation in South Africa led to increased costs in the Forest Products business. The real cost performance was distorted by translation to US Dollars. Cash generated by operations was US$124 million, 39.5% lower than the previous year. 2 Capital expenditure for the quarter was US$70 million, approximately 80% of depreciation. In light of the uncertain outlook, capital expenditure for the full year, which was planned at a level of 100% of depreciation, will remain at approximately 80%. Net debt increased by US$62 million to US$1,571 million in the quarter largely as a result of translation of Euro and Rand debt into the group's reporting currency, the US Dollar, which has weakened during the period. Since the second quarter results announcement in May 2003, the group has re- purchased approximately 1.1 million shares at an average price of approximately US$12.60 per share. DIVISIONAL REVIEW FINE PAPER Conditions in Fine Paper's main markets remained poor, with fierce competition in all markets. Operating profit decreased by 44.4% to US$30 million. Sales volume in Europe increased slightly compared to a year ago as a result of increased overseas exports. Average prices realised in Euros were down 11% compared to a year ago, partly as a result of lower Euro price realisations on exports resulting from the stronger Euro relative to the US Dollar. The European market as a whole remains weak, with no sign yet of a turnaround in economic growth or advertising spending. Sales volumes in North America declined by 3.8% compared to a year earlier, although average prices realised were US$40 per metric ton higher. Advertising pages in the US were 1% lower for the quarter compared to the equivalent quarter last year due to the sluggish economy. 3 Increased competition in South Africa due to imports following the strong Rand squeezed margins. However, the diverse product range, access to different markets and manufacturing flexibility allowed this region to achieve acceptable results. Commenting on Fine Paper's overall performance, Bill Sheffield, Fine Paper CEO, said: "Although there is no sign of a turnaround in the European market, our South African business remains strong and our market share in North America has now stabilised. "We managed to improve our manufacturing efficiencies in North America, particularly at Somerset where throughput has now returned to normal levels. Although our margins and returns are not close to their potential, the rationalisation of our brands and merchant distribution over the last year has positioned us well to benefit when the US economy improves." FOREST PRODUCTS South African demand for pulp and paper products increased during the quarter, while export demand was mixed. Although average pulp prices were significantly higher in the quarter, prices peaked in May and have since dropped by US$40 per ton. The impact of the stronger Rand on revenues more than offset the effect of the higher pulp prices and resulted in severe margin pressure. Exchange rates also impacted on prices realised for other exports and for domestic sales of containerboard as imported products became more competitive. 4 Sales increased by 22% in US Dollar terms, although they decreased by 12.6% in Rand terms. Operating profit declined by 53.8% in Dollar terms and 67% in Rand terms. Costs in the quarter increased due to a concentration of mill maintenance shuts, which is not expected to be repeated in the next quarter. Commenting on the performance of Forest Products, the Chairman of Sappi's South African businesses, John Job, said: "Demand in South Africa remains reasonable in some sectors although the slowing economy is impacting others. Rand prices are reducing due to the exchange rate and softening world markets. In these tough circumstances, the operating margins achieved reflect the hardiness of the South African businesses." OUTLOOK Looking forward, Leslie said that market conditions had not improved since the trading update issued by Sappi in June and remain uncertain. Economic growth in Europe remained elusive, with the strength of the Euro negatively impacting on conditions as export markets become less attractive to manufacturers. Improvements in the US economy were also taking longer than anticipated. Although there were some encouraging developments, a substantial improvement was not expected before the end of the calendar year. In Southern Africa, the strong Rand would continue to put pressure on revenue and margins. "The group increased inventories during the quarter in anticipation of the usual seasonal increase in demand in our final quarter. It is already clear that we are likely to increase curtailment of production to maintain our long- standing policy of matching output to customer demand. We will continue to focus on improving 5 our competitive position through driving costs down and enhancing our quality and complete service package in order to regain our traditional market shares," said Leslie. The group said that under current conditions it was no longer clear that earnings for the fourth quarter would be better than for the third quarter. Earnings per share for the full year are therefore likely to be well below last year. ENDS FORWARD-LOOKING STATEMENTS Certain statements in this release that are neither reported financial results nor other historical information, are forward-looking statements, including but not limited to statements that are predictions of or indicate future earnings, savings, synergies, events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors, that could cause actual results and company plans and objectives to differ materially from those expressed or implied in the forward-looking statements (or from past results). Such risks, uncertainties and factors include, but are not limited to the highly cyclical nature of the pulp and paper industry (and the factors that contribute to such cyclicality, such as levels of demand, production capacity, production and pricing), adverse changes in the markets for the group's products, consequences of substantial leverage, changing regulatory requirements, unanticipated production disruptions, economic and political conditions in international markets, the impact of investments, acquisitions and dispositions (including related financing), any delays, unexpected costs or other problems experienced with integrating acquisitions and achieving expected savings and synergies and currency fluctuations. The company undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events or circumstances or otherwise. 6 Issued by: Brunswick South Africa on behalf of Sappi Limited Tel + 27 (0)11 268 5750 Fax + 27 (0)11 268 5747 For further information contact: Robert Hope Director Strategic Development Sappi Limited Tel +27 (0)11 407 8492 Fax +27 (0)11 403 1493 Robert.Hope@za.sappi.com Andre F Oberholzer Corporate Affairs and Communication Manager Sappi Limited Tel +27 (0)11 407 8044 Fax +27 (0)11 403 8236 Mobile +27 (0)82 906 0638 Andre.Oberholzer@za.sappi.com 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SAPPI LIMITED by /s/ D.G. Wilson ---------------------------------- Name: D.G. Wilson Title: Executive Director: Finance Date: August 11, 2003