27th Mar 2012 07:00
Embargoed until 0700 27th March 2012
Ultra Electronics Holdings plc
("Ultra" or "the Group")
Dissemination announcement
Ultra announces the dissemination of its Annual Financial Report for the year ended 31 December 2011. A preliminary announcement of the Group's results was made on 27 February 2012.
The Group's 2011 Annual Financial Report and the Notice of Annual General Meeting 2012 are published today on Ultra's website www.ultra-electronics.com.
These documents will shortly be available for inspection on the National Storage Mechanism (NSM), online at: www.hemscott.com/nsm.do
For the purposes of the dissemination announcement and in compliance with the Disclosure and Transparency Rules, certain components of the annual financial report that were either not included in the preliminary announcement or appeared in a summarised format are provided, in full, on the following pages of this release.
Enquiries:
Ultra Electronics Holdings plc 020 8813 4321
Rakesh Sharma, Chief Executive www.ultra-electronics.com
Paul Dean, Finance Director
Media Enquiries
Susan Ellis, Senior Communications Adviser 07836 522722
James White, MHP Communications 020 3128 8756
Ultra Electronics Holdings plc
("Ultra" or "the Group")
RISKS AND UNCERTAINTIES
Risk | Context | Impact | Mitigation |
·; Market factors | ·; Ultra is reliant on defence budgets that are forecast to decline. There is a risk that the declines could accelerate. ·; Parts of Ultra's civil business (notably aerospace and nuclear) may be vulnerable to sudden changes in economics or sentiment. | ·; An amount of Ultra's business could be lost as programmes are potentially cut from both government and commercial procurement budgets.
| ·; The Group has positioned itself in the sweet-spot of defence budgets by focusing on electronic and software solutions. All new platforms and platform upgrades require improved electronics and software. ·; The Group has over 180 specialist capabilities specified on a large number of platforms and programmes. Ultra is not reliant on a small number of large contracts that could be cancelled. ·; Ultra's agility, innovation and speed of response allows the Group to constantly move into new growth markets. ·; Ultra is positioned on many civil aerospace platforms that have long order books providing cover for many years to come. ·; The reaction to the recent incident at the Fukushima nuclear power station showed that the strategic need for secure access to energy outweighed the negative sentiment surrounding this kind of incident. ·; For more information on all of the Group's markets, see pages 19 to 21 (of the Annual Financial Report). |
·; Market access | ·; Ultra has elected to cede some control (e.g. proxy board, joint ventures) in order to enhance market position. | ·; Overall control is lost. | ·; Ultra works hard to ensure that its joint venture partners and the members of the Group's security and proxy boards accord with the Group's corporate culture and way of doing business. ·; Ultra benefits from the expertise that the members of its JVs and boards bring to the Group. |
·; Bidding for contracts | ·; Ultra is bidding for an increasing number of large and complex contracts. | ·; Ultra could underestimate the required resources or the project complexity and lose money. | ·; The Group has many ways of sharing best practise and lessons learnt from all of its large bids. ·; All large bids are reviewed at many levels of the business, including the Board, before proceeding. Peer group reviews are conducted on the solution, the cost build up and the key points of the proposal. |
·; Execution of contracts | ·; Ultra has an increasing number of large and complex contracts. | ·; The Group could manage these contracts badly and lose money and reputation. | ·; Ultra places great emphasis on managing the risks embedded in its customer contracts. The management teams of Ultra businesses must focus on reducing or retiring these risks as quickly as possible. ·; Ultra will not enter into a fixed, firm priced solution with a firm timetable if there is embedded technical risk - Ultra will only commit to delivering what it knows it can deliver. Ultra places great pride in meeting its commitments. |
·; Staff retention | ·; The Group businesses are capital-light but specialist knowledge intensive. | ·; Ultra could lose key staff or capabilities so that the Group cannot fulfil its contractual obligations or is forced to outsource work, squeezing margins. | ·; The Group places great emphasis on recruiting, retaining and developing high quality individuals to work in Ultra teams. ·; Ultra has consistently high levels of retention for key staff. ·; Ultra has developed many human resources processes that reinforce the Group's culture and unique ways of operating. ·; In addition to offering properly benchmarked salary and benefits, many training and career development techniques are used constantly to develop those identified as potential high achievers to maintain a challenging but rewarding environment for them. ·; The Group also gives high priority to succession planning; all key staff have a nominated successor so the impact, if someone does leave the business, is reduced. ·; For more information on Ultra's human resources initiatives, see pages 16 to 18 (of the Annual Financial Report). |
·; Exchange rates | ·; Ultra trades internationally and has both transaction and translation risk. | ·; Poor management or sudden exchange rate movements lead to losses. | ·; Ultra's projected net transaction exposure is mitigated by the use of forward hedging contracts. ·; The level of hedging cover is regularly reviewed to ensure compliance with the agreed policy. ·; By their nature, currency translation risks cannot be mitigated. |
·; Industry restructuring - vertical integration | ·; Ultra's customers could integrate vertically (organically or by acquisition), so undermining the Group's market position. | ·; A sudden removal of key market segments resulting in a loss of business. | ·; The Group operates in specific market niches that often have extremely high barriers to entry. ·; Ultra executes its contracts well and constantly meets its commitments, thereby reducing the incentive for customers to attempt to emulate the Group's specialist expertise and capabilities.
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·; Pricing pressures | ·; Many of Ultra's customers are under severe budgetary constraints. | ·; Customers could react by demanding price reductions that the Group cannot offset with efficiency savings thereby squeezing margins. | ·; Ultra has a long track record of product innovation, exploiting new, lower cost electronics technologies to reduce costs whilst delivering improved performance. ·; Additionally, operational efficiencies are achieved by working more intelligently, particularly through embracing lean manufacturing and design processes. ·; Ultra has made significant progress in sourcing production in low cost economies where this is appropriate given the nature of the products that the Group provides. The anticipated cost reductions have been achieved, thereby helping protect and improve the Group's headline operating margins. |
·; Relationships | ·; Some Ultra business depends on specific relationships. | ·; The Group potentially loses those relationships and consequently the business. | ·; The diversified nature of Ultra's activities is reflected in the broad range of platforms and programmes in which the Group is involved. ·; This diversification extends to customer, supplier and partner relationships. Within its total sales to the major prime contractors, Ultra typically supplies products, equipment, sub-systems and services to a range of different platforms and programmes, with each one effectively acting as a different customer. ·; Given that no single platform or programme represents more than 5% of revenue in any one year, there is, therefore, no single relationship of such significance that its severance would have a material impact on Ultra's performance or prospects. |
·; Supply chain constraints | ·; Ultra is reliant on key suppliers that could be impacted by various factors; for example, natural disasters (e.g. the Japanese tsunami), the pricing of subcomponents or financial issues (e.g. bankruptcy). | ·; Necessary components could become unavailable, causing programme delays or price rises that reduce margins. This could have a negative impact on Ultra's reputation and the Group's relationship with its end customers. | ·; Where possible Ultra dual-sources specialist components ·; Where necessary the Group holds sufficient buffer stock to protect against supply chain disruptions. ·; In specific instances Ultra has undertaken 'lifetime buys' of components to assure supply and to protect against technical obsolescence. |
·; Technology or market change | ·; Ultra's competitive position could be undermined by a disruptive technology or a significant change in customer preferences regarding technologies e.g. a move to commercial-off-the-shelf solutions. | ·; The Group's specialist capabilities could become redundant leading to a loss of business.
| ·; Ultra's constant focus on innovation leads the Group to be a leader more often than a follower in introducing advanced technology solutions where appropriate. ·; Lengthy programme timescales make it improbable that a technical innovation could invalidate Ultra's offering overnight. ·; High integrity markets are, by their nature, quite conservative so technical revolutions are not commonplace. ·; Ultra develops good relations with its customers - the Group focuses on customer pull rather than technology push so is likely to find out about changes in attitude early on in the process. ·; The Group is 'technology-agnostic' and so willingly adopts commercial technologies where they can meet the customer requirement. |
·; Loss of regulatory approvals | ·; Much of Ultra's business relies on markets that require a great deal of regulatory approval. For example, international defence sales are subject to export controls and high integrity equipment is subject to high minimum requirements set by regulatory authorities. | ·; If Ultra had a major ITAR or security infringement then the Group's ability to operate in the US, for example, could be severely curtailed. ·; If the Group's high-integrity nuclear safety systems and components, for example, failed to meet regulatory approval then Ultra would not be able to access these markets. | ·; In all Ultra businesses there is a clear focus on maintaining compliance with all regulatory requirements of customers, industry, national and international law. ·; The internal audit process that reviews such compliance is reported by each business in each monthly business report. ·; Where non-compliances with required process are noted, the corrective action is monitored until full compliance is regained. |
·; Lack of suitable acquisition targets | ·; Ultra maintains a balance between organic and acquisition growth. Appropriate businesses that can be acquired at value-enhancing prices augment the Group's portfolio of capabilities. | ·; Ultra's rate of growth would be adversely impacted | ·; Ultra retains a solid list of potential acquisitions and is confident that it can expand its range specialist capabilities and take market share from others. ·; Ultra identifies targets as part of its internal strategy review process; through use of specialist consultants and by receiving details of businesses being marketed. |
RELATED PARTY TRANSACTIONS
Remuneration of key management personnel
The remuneration of key management personnel, which includes the Directors of the Group, is set out below in aggregate for each of the categories specified in IAS 24: Related Party Disclosures. Further information about the remuneration of individual directors is provided in the audited part of the Directors' Remuneration Report on pages 65 and 66 of the Annual Financial Report:
2011 | 2010 | |
£'000 | £'000 | |
Short-term employee benefits | 4,193 | 3,108 |
Post-employment benefits | 309 | 266 |
Share-based payments | 1,635 | 805 |
6,137 | 4,179 |
Transactions with associate
At 31 December 2011, a loan of £1,289,000 (2010: £3,266,000) was due from Al Shaheen Adventure LLC (ASA), the Group's 49% equity-accounted investment.
A small amount of trading also occurs with ASA, in the normal course of business and on an arm's length basis. Balances are settled on normal trade terms and the amounts outstanding at year end were insignificant.
STATEMENT OF GOING CONCERN
Ultra's banking facilities amount to £210m in total, plus a £15m overdraft. They were established in two tranches.
The first tranche comprises £120m of revolving credit, denominated in Sterling, US dollars and Canadian dollars. This facility was signed in February 2010 and expires in September 2013. The facility is provided by a group of five banks.
The second tranche provides a further £90m of revolving credit. This was signed in January 2011 with six banks and is set to expire in February 2016. Both facilities have the same covenants.
During 2011, the Group agreed a "shelf" facility with Prudential Investment Management Inc. This agreement effectively gave the Group access to the US private placement market on a bilateral basis. The facility is non-committed but is for up to $150m. At the year end $10m of loan notes had been issued, which will mature in 2018. A further $60m of loan notes were issued in January 2012.
As well as being used to fund acquisitions, the borrowing facilities are also used for other balance sheet and operational needs, including the funding of day-to-day working capital requirements. The US dollar borrowings also represent natural hedges against assets denominated in that currency. The Group's banking covenants have all been met during the past year with a comfortable margin. The approved Group budget for 2012 and strategic plan for later years give confidence that the Group will continue to meet these covenants. Details of how Ultra manages its liquidity risk can be found in note 23 (of the Annual Financial Report) - Financial Instruments and Financial Risk Management.
Though global macro-economic conditions remain uncertain, the long-term nature of Ultra's business and its positioning in attractive sectors of its markets, taken together with the Group's forward order book provide a satisfactory level of confidence in respect of trading in the year to come. As a consequence the Directors believe that the Group is well placed to mitigate any material adverse consequences of the current economic conditions.
The Directors have a reasonable expectation that Ultra has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt a going concern basis of accounting in preparing the annual financial statements.
RESPONSIBILITY STATEMENT OF THE DIRECTORS ON THE ANNUAL REPORT
The responsibility statement below has been prepared in connection with the company's full annual report for the year ending 31 December 2011. Certain parts thereof are not included within this announcement.
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and
• the management report, which is incorporated into the Directors' report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
By order of the Board,
R. Sharma, Chief Executive
P. Dean, Finance Director
24 February 2012
- End -
Further information about Ultra:
Ultra Electronics is an internationally successful defence, security, transport and energy company with a long, consistent track record of development and growth. Ultra businesses constantly innovate to create solutions to customer requirements that are different from and better than those of the Group's competitors. The Group has about one hundred and eighty distinct market or technology niches within its twenty-eight businesses. The diversity of niches enables Ultra to contribute to a large number of platforms and programmes and provides resilience to the Group's financial performance.
Ultra has world-leading positions in many of its niches and, as an independent, non-threatening partner, is able to support all of the main prime contractors with specialist capabilities and solutions. As a result of such positioning, Ultra's systems, equipment or services are often mission-critical to the successful operation of the platform to which they contribute. In turn, this mission-criticality secures Ultra's positions for the long-term which underpin the superior financial performance of the Group.
Ultra offers support to its customers through the design, delivery and support phases of a programme. The Group's businesses have a high degree of operational autonomy where the local management teams are empowered to devise and implement competitive strategies that reflect their expertise in their specific niches. The Group has a small head office and executive team that provide to the individual businesses the same agile, responsive support that they provide to customers as well as formulating Ultra's overarching, corporate strategy.
Across the Group's three divisions, the major market sectors in which Ultra operates are:
Defence: Ultra supplies advanced electronic and electrical systems and equipment to coalition defence forces around the world. The Group innovates to provide specialist capabilities that are superior to those available to the enemy. By focusing on delivering comparative military advantage, Ultra can gain market share and exploit the headroom for growth that is available in defence budgets worldwide.
Security and cyber: Ultra provides highly differentiated systems and capabilities to the broad security, intelligence and cyber market. Driven by the actions of rogue states, terrorist groups and organised crime, governments worldwide are focusing expenditure preferentially on addressing these threats. Ultra has highly specialised capabilities in secure communications, networks and high-grade cryptographic equipment, key management systems and surveillance and intelligence gathering systems.
Transport: Ultra provides specialist software, systems and equipment for use in mass passenger transport systems. This includes high integrity real-time controls for civil aircraft, advanced IT solutions for modern airports and trackside power equipment for transit rail systems. Demand in these areas, is driven by rising populations in affluent and developing regions of the world.
Energy: Countries around the world are addressing the strategic need to have secure access to increasing amounts of low carbon energy. Ultra has a range of safety critical sensors and controls used in existing and new build nuclear reactors. The Group has innovative portable energy sources powered by readily available propane gas. Ultra also has specialist sensors, derived from defence applications, which are highly effective in the underwater environment at hydrocarbon mapping.
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