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Final Results

29th Feb 2016 07:00

RNS Number : 3861Q
Ultra Electronics Holdings PLC
29 February 2016
 

 

 

 

 

Embargoed until 0700 29 February 2016

 

Ultra Electronics Holdings plc

("Ultra" or "the Group")

Preliminary Results for the Year Ended 31 December 2015

 

 

FINANCIAL HIGHLIGHTS

 

Year ended

31 Dec 2015

Year ended

31 Dec 2014

Change

Revenue

£726.3m

£713.7m

+1.8%

Underlying operating profit*(1)

£120.0m

£118.1m

+1.6%

Underlying profit before tax*(2)

£112.4m

£112.0m

+0.4%

IFRS profit before tax

£34.8m

£21.5m

+62.0%

Underlying earnings per share(2)

123.9p

123.1p

+0.6%

Dividend per share - final

32.3p

31.1p

+3.9%

- total

46.1p

44.3p

+4.1%

 

· Full year performance in line with expectations

· Underlying operating margin of 16.5%

· Cash conversion better than expected at 68% and year-end net debt of £296m

· Investment to support future growth

- R&D maintained within normal range

- $258m Herley acquisition - integration on schedule and performing well

· Standardisation and Shared Services programme on track

· Final dividend of 32.3p, an increase of 3.9%

 

Rakesh Sharma, Chief Executive, commented:

 

 

"2015 was a significant year for the Group, in which it completed its largest acquisition, introduced a new market segment structure and launched a Standardisation and Shared Services (S3) programme, whilst continuing to face difficult market conditions. Ultra's full-year performance was in line with market expectations and reflected, as anticipated, a generally lower level of activity across most parts of our government related business. By year-end a comprehensive UK Strategic Defence & Security Review and a two-year US budget agreement had signalled some welcome stability although how this plays out remains uncertain.

 

Looking ahead, well-publicised macro factors continue to threaten governments' future funding. We expect US government defence expenditure to increase in a presidential election year, but these higher levels of spending will take time to benefit the mid-tier defence industry. For Ultra, most of the delayed orders from 2015 are expected to be secured in the first half of 2016 and we continue to have a number of secure long-term platform positions. In addition we will see a full year benefit from the Herley acquisition. Ultra's Board has considered the market conditions and business challenges and judges that the Group can make satisfactory progress in 2016."

 

_________________

 

(1) before Oman contract termination and liquidation related costs, the S3 programme, amortisation of intangibles arising on acquisitions, impairment charges and adjustments to deferred consideration net of acquisition related costs. IFRS operating profit was £66.4m (2014: £39.5m). See Note 2 for reconciliation.
(2)  before Oman contract termination and liquidation related costs, the S3 programme, amortisation of intangibles arising on acquisitions, impairment charges, fair value movements on derivatives, unwinding of discount on provisions, defined benefit pension interest charges and adjustments to contingent consideration net of acquisition related costs and, in the case of underlying earnings per share, before related taxation. Basic EPS 35.7p (2014: 29.8p). See Note 8 for reconciliation.

 

* see notes on page 2

 

 

FINANCIAL RESULTS

Year ended

31 December 2015

£m

Year ended

31 December 2014

£m

Growth

Order book

- Aerospace & Infrastructure

265.4

252.9

+4.9%

- Communications & Security

213.7

214.5

-0.4%

- Maritime & Land

274.7

319.9

-14.1%

Total order book

753.8

787.3

-4.3%

Revenue

- Aerospace & Infrastructure

193.2

198.6

-2.7%

- Communications & Security

239.3

224.4

+6.6%

- Maritime & Land

293.8

290.7

+1.1%

Total revenue

726.3

713.7

+1.8%

Organic underlying revenue movement

-8.1%

Underlying operating profit*

- Aerospace & Infrastructure

28.7

29.6

-3.0%

- Communications & Security

40.4

37.0

+9.2%

- Maritime & Land

50.9

51.5

-1.2%

Total underlying operating profit*

120.0

118.1

+1.6%

Organic underlying operating profit movement

-5.2%

Underlying operating margin*

- Aerospace & Infrastructure

14.9%

14.9%

- Communications & Security

16.9%

16.5%

- Maritime & Land

17.3%

17.7%

Total underlying operating margin*

16.5%

16.5%

-

Finance charges*

(7.6)

(6.1)

Underlying profit before tax

112.4

112.0

+0.4%

Underlying operating cash flow*

81.3

83.1

-2.2%

Operating cash conversion*

68%

70%

Net debt/EBITDA

2.2x

1.0x

Net debt* at year-end

295.6

129.5

Bank interest cover*

15.9x

19.6x

Underlying earnings per share

123.9p

123.1p

+0.6%

* see notes below

 

 During the year the Group amended its internal organisation to better reflect the markets that the Group addresses so that business groupings better reflect its capabilities, evolving product offerings and market facing segments. As a result of this change the Group re-assessed its reporting segments under IFRS 8. Previously results were reported as Aircraft & Vehicle Systems, Information & Power Systems and Tactical & Sonar Systems, they are now reported as Aerospace & Infrastructure, Communications & Security and Maritime & Land. Prior year comparatives have been restated as indicated.underlying operating profit before Oman contract termination and liquidation costs, the S3 programme, amortisation of intangibles arising on acquisition, impairment charges and adjustments to deferred consideration net of acquisition related costs. IFRS operating profit was £66.4m (2014: £39.5m). See Note 2 for reconciliation.

organic growth (of revenue or profit) is the annual rate of increase in revenue or profit that was achieved, assuming that acquisitions made during the prior year were only included for the same proportion of the current year at constant currencies.

underlying operating margin is the underlying operating profit as a percentage of revenue.

finance charges exclude fair value movements on derivatives, defined benefit pension interest charges and discount on provisions.

underlying profit before tax before Oman contract termination and liquidation costs, the S3 programme, amortisation of intangibles arising on acquisition, impairment charges, fair value movements on derivatives, unwinding of discount on provisions, defined benefit pension interest charges and adjustments to deferred consideration net of acquisition related costs. Basic EPS 35.7p (2014: 29.8p). See Note 8 for reconciliation.

underlying tax is the tax charge on underlying profit before tax. The underlying tax rate is underlying tax expressed as a percentage of underlying profit before tax.

underlying operating cash flow is cash generated by operations and dividends from associates, less net capital expenditure, R&D and LTIP share purchases and excluding cash outflows from the S3 programme and acquisition related payments.

operating cash conversion is underlying operating cash flow as a percentage of underlying operating profit.

EBITDA is the statutory profit before tax for the 12 months ended 31 December before Oman contract termination and liquidation costs, finance costs, investment revenue, amortisation and depreciation, excluding adjustments to deferred consideration net of acquisition related costs.

net debt comprises borrowings, less cash and cash equivalents.

bank interest cover is the ratio of underlying operating profit to finance costs associated with borrowings.

underlying order intake excludes the removal of the Oman order book in 2014 and includes orders from acquisitions since acquisition date.

underlying order book growth excludes the impact of foreign exchange, the Oman IT Airport contract and the order book arising on acquisition.

 

The order book at the end of 2015 was £753.8m compared to £787.3m in the prior year. Acquisitions, primarily Herley, contributed 7.3% and there was a foreign exchange benefit of 0.9%. This was offset by an underlying order book decline of 12.5%. This reflected the delay into 2016 of over £100m of orders, most of which are expected to be secured in the first half of the year. These include the UK sonobuoy partnering and India torpedo defence orders.

 

The revenue of £726.3m represented an increase of 1.8% or £12.6m on the prior year (2014: £713.7m). A 5.9% increase reflecting the impact of acquisitions, together with a 4.0% benefit from the positive impact of foreign exchange on overseas revenues was partially offset by an organic decline of 8.1%. 2.1% (or £14.9m) of the decline related to the Oman Airport IT contract which was terminated in February 2015.

 

Ultra continues to invest in research and development to support future opportunities; this investment, at £36.0m (2014: £41.2m), represented 5.0% of group turnover.

 

Underlying operating profit* was £120.0m (2014: £118.1m). Acquisition growth contributed 4.9% and foreign exchange 1.9%, which was partially offset by an organic decline of 5.2%. The Group's businesses maintained their focus on restructuring their cost bases which sustained an underlying operating margin of 16.5% (2014: 16.5%).

 

The integration of Herley is on schedule with $1m of the acquisition case synergies already actioned and a further $0.5m planned. In addition, Herley's future is improved by its selection for a substantial number of the major US Ship Electronic Warfare Improvement Programme (SEWIP) modules, securing significant revenue opportunities over many years.

 

The Group's S3 programme is on track with the UK Shared Service Centre to be set up in Wimborne, Dorset during the first half of the year. £3m of savings have been identified for delivery in 2016 which will start to cover the programme costs.

 

Underlying profit before tax* was £112.4m (2014: £112.0m), after net financing charges* of £7.6m (2014: £6.1m).

 

The Group's underlying tax rate* in the year was 22.8% (2014: 23.2%) and underlying earnings per share was 123.9p (2014: 123.1p).

 

Reported (IFRS) profit before tax was £34.8m (2014: £21.5m) and reflected the combined effects of the elements detailed below:

 

All £m

2015

2014

Underlying profit before tax

112.4

112.0

 Amortisation of intangibles arising on acquisition

(30.8)

(28.8)

 Net interest charge on defined benefit pensions

(3.0)

(3.6)

 Loss on fair value movements on derivatives

(4.0)

(7.2)

 Adjustments to contingent consideration net of acquisition costs

(9.4)

4.5

 Unwinding of discount on provisions

(0.6)

(1.2)

 Oman contract termination charge

-

(46.9)

 Deemed disposal of Ithra

(16.5)

-

 S3 programme

(4.9)

-

 Impairment charges

(8.4)

(7.3)

Reported profit before tax

34.8

21.5

 

 

 

* see notes on page 2

 

 

During the first half of the year, the deemed disposal of Ithra resulted in a non-cash, non-underlying IFRS accounting charge. It arises from the liquidation of the Ithra contract vehicle following the termination of the Oman Airport IT contract. In the prior year an exceptional non-underlying charge of £46.9m relating to the termination of the contract was recognised in profit before tax. 2015 profit before tax also includes a £2.7m charge reflecting the sale of Ultra's minority shareholding in the Al Shaheen joint venture, following a review of our activities in the Middle East, and a £5.7m charge to impair an intangible fixed asset impacted by amendments to the US Patriot Act. The prior year included the impairment of the acquired goodwill relating to Al Shaheen.

 

The £9.4m of acquisition related costs primarily reflected costs incurred on the acquisition of Herley during the year. In the prior year, acquisition costs were flattered by the release of an £8.4m provision relating to the GigaSat earn out agreement for which the 2014 target was not met.

 

The start-up costs of the S3 programme include onerous lease costs relating to facility consolidations.

 

The Group's balance sheet remains resilient, with net debt/EBITDA of 2.2x and net interest payable on borrowings covered around 15.9 times by underlying operating profit. Operating cash flow* in the year was £81.3m (2014: £83.1m) reflecting the expected Oman impact and other working capital movements, leading to a cash conversion of 68% (2014: 70%). Excluding the impact of Oman, cash conversion would have been 77%. Ultra had net debt* at the end of the year of £295.6m compared to £129.5m at the end of 2014 reflecting the impact of the Herley acquisition. Net cash expenditure on acquisitions in the year was £179.1m (2014: £107.5m) including retention payments in respect of acquisitions.

 

During the period, Ultra's £100m revolving credit facility was amended to match the favourable interest pricing of our £200m facility, and was extended to expire in August 2019. A $225m term loan, which also expires in August 2019 was put in place at the time of the Herley acquisition. The covenants match the revolving credit facilities.

 

During 2015 a consultation took place with the members on a proposal to close the Group's UK Defined Benefit pension scheme to future accrual from 5 April 2016. Following the end of the consultation and discussion with the Trustee, it was announced to members on 1 February 2016 that the Company had agreed with the Trustee the terms under which the scheme is to be closed and that the proposed closure would go ahead.

 

The proposed final dividend is 32.3p, bringing the total dividend for the year to 46.1p (2014: 44.3p). This represents an annual increase of 4.1%, with the dividend being covered 2.7 times (2014: 2.8 times) by underlying earnings per share. If approved, the dividend will be paid on 5 May 2016 to shareholders on the register at 8 April 2016.

 

INVESTING FOR GROWTH

 

Ultra continued its programme of investment to position for long-term growth, with total spending in 2015 of £215.1m (2014: £148.7m), comprising £179.1m (2014: £107.5m) on acquisitions and £36.0m (2014: £41.2m) on new capabilities. In addition, customer-funding for new product development was £110.6m (2014: £115.9m).

 

Ultra made two acquisitions in the period:

 

· August 2015 - Herley is a leading designer and producer of RF and microwave integrated systems and subsystems for use in EW, radar, communication, missile, flight test and simulation applications. The company, headquartered in Massachusetts, US, employs 433 people across four offices in the US and UK. Ultra Electronics Herley is in the Communications & Security division.

 

· October 2015 - Furnace Parts is a developer and supplier of thermocouple-based temperature sensors for high performance and demanding applications in the nuclear and process control sectors. The acquisition will extend Ultra's specialist temperature sensing capabilities in both US and international markets. Furnace Parts has been integrated into NSPI in Round Rock, Texas.

 

* see notes on page 2

 

 

 

 

OPERATIONAL REVIEW

 

Aerospace & Infrastructure

 

· Revenue fell by 2.7% to £193.2m (2014: £198.6m)

· Underlying operating profit was down by 3.0% to £28.7m (2014: £29.6m)

· Order book increased by 4.9% to £265.4m (2014: £252.9m)

 

Excluding the impact of Oman, the divisional revenue increased by 3.4% compared to 2014, as the prior year included £11.7m of sales from the Oman Airport IT programme, whereas no revenue was recognised in 2015.

 

The division saw an increase in Aerospace sales, in particular on the Mitsubishi Regional Jet (MRJ) and the Joint Strike Fighter (JSF) programmes, and in revenues from Airport Systems including the Orange County contract in the US. Revenue from vehicle programmes, including the Warrior, Scout and Middle East NIMR also increased. As well as the impact of the Oman contract, revenue from the A400M Network Interface Module (NIM) was lower reflecting contract phasing.

 

Following the securing of a number of new orders to develop products for the aerospace sector, the division's margins have been impacted by increased R&D investment and lower margins during the engineering phases of projects. There were also restructuring costs at the CEMS business. This was partially offset by higher margins as vehicle programmes entered the production phase. The acquisitions of Ice Corporation in 2014 and Furnace Parts in 2015 provided a positive contribution to both revenue and profits as did the impact of foreign exchange. The resulting divisional margin was 14.9% (2014: 14.9%). 

 

The change in the order book reflects increased orders for aerospace products and services, partially offset by the trading of the Lockheed Martin Warrior contract.

 

Highlights of activities in the period that will underpin the division's future performance included:

 

· Awarded development contracts by the Xi'an Aircraft Corporation of China for the landing gear control unit and nose steering wheel system on the new MA700 twin-engine, medium-range turboprop airliner.

 

· A strategic partnership with NuScale to develop a suite of reactor and plant instrumentation and control systems to support deployment of their Small Modular Reactor (SMR) fleet worldwide. Part payment for this contract includes an equity stake in NuScale.

 

· Selection by the Cessna Aircraft Company to provide a Power Transfer Control Unit for its new Hemisphere business jet.

 

Communications & Security

 

· Revenue increased by 6.6% to £239.3m (2014: £224.4m)

· Underlying operating profit increased by 9.2% to £40.4m (2014: £37.0m)

· Order book reduced by 0.4% to £213.7m (2014: £214.5m)

 

 

see note on page 2

 

 

Communications & Security saw the benefit of the acquisition of Herley in 2015 together with the prior year acquisition of Forensic Technology. Against this the division was impacted by the repeal of the US Patriot Act which significantly reduced domestic legal intercept revenues in the SoTech business. This was partially offset by an increase in revenue from security and surveillance products, and from the ECU RP programme, and a positive impact from foreign exchange.

 

There were higher margins as the ECU RP programme completed its production phases and Herley improved the mix. This more than offset the impact of both the loss of high margin revenue and associated restructuring costs in the SoTech business and took divisional margin to 16.9%.

 

The order book reflected significant trading of the ECU RP Crypto contract and the reduction in US contract placement over the last twelve months, partially offset by the addition of the Herley order book value.

 

Features of the division's performance in the year that will underpin future performance included:

 

· Orders worth over $30m for the protection of US Navy bases in the Washington, Southwest and Hawaii regions.

 

· Award of a contract for Phase 1 of the US Reprogrammable Single Chip Universal Encryptor (RESCUE) / KOV-21A replacement programmes. This is the development phase of a long-awaited and much larger US software-programmable crypto opportunity.

 

· Selection by Inmarsat as a technology partner to develop micro satellite terminals for both government and commercial customers.

 

Maritime & Land

 

· Revenue increased by 1.1% to £293.8m (2014: £290.7m)

· Underlying operating profit decreased by 1.2% to £50.9m (2014: £51.5m)

· Order book decreased by 14.1% to £274.7m (2014: £319.9m)

 

 

see note on page 2

 

 

In Maritime & Land there was an increase in revenue from US and international sonobuoys and from the Sonar 2050 programme for the UK MOD. This was offset by the impact of funding delays on the Torpedo Warning System in the US and by a reduction in rail power management revenue. The acquisition of 3 Phoenix in the prior year contributed to divisional revenues, as did foreign exchange.

 

Margins at 17.3% (2014: 17.7%) reflected the release of some contract risk reserve in the prior year comparative, and the product mix within the Group's sonobuoy businesses.

 

The order book declined as a result of the trading of major contracts, including Fatahillah and UK sonobuoy partnering. There was also a delay into 2016 of some large orders including the 2017 UK sonobuoy partnering contract extension and India torpedo defence contract.

 

Features of the division's performance in the year that will underpin future performance included:

 

· Award of £18m contract, by Rolls-Royce, for the design and development of reactor control and cooling systems for Royal Navy submarines. 

 

· A $25m contract award for the procurement of engineering services for development, integration, testing, and logistic support of the Torpedo Warning System.

 

· Partnering with Mahindra Group in India to address significant opportunities in Underwater Warfare equipment for the Indian Navy and high-capacity radios for the Indian Army.

 

MARKET ENVIRONMENT

 

Increases in global instability, security threat and conflict levels were reflected in the comprehensive and robustly funded 2015 UK Strategic Defence & Security Review and a welcome 2-year budget deal in the US, bringing much-needed stability to both national defence programmes. Funding pressures remain within these ambitious programmes but priorities reflect Ultra's areas of strength, including submarine build, ISTAR1 and Communications. More widely, border security, infrastructure protection and cyber-security solutions attract strong interest, tempered by funding pressure from reduced oil revenues and macro-economic worries. Ultra will maintain its focus on securing further long-term contracts by offering the competitive, niche capability solutions required by customers. Investment in leading edge technology, identifying strategic acquisitions and creating sound international partnerships remain integral in our approach.

 

Aerospace (18% of 2015 Group revenue, 2014: 17%) - After several years of revenue expansion, large civil aircraft sector growth has plateaued but with record order book levels and strong passenger travel demand (85% growth since 9/11); attention now falls on the ability of the supply chain to meet increased production rates and on the potential for competition from COMAC2. The regional aircraft market is crowded and orders here will be hard won. Military aircraft will be dominated by the F-35 JSF programme and by medium-size military transports, on which the Group is well established. The military rotorcraft market is declining but opportunities exist for specific capabilities such as HUMS3 and rotary ice protection.

 

Infrastructure (4% of 2015 Group revenue, 2014: 7%) - High passenger demand is driving airport investment but passenger processing is becoming increasingly commoditised and passenger self-management more common. Major capital projects in the Middle East, Asia and South America are driven by strong regional growth and competition for hub status. UK national rail investment has now switched from DC to major AC upgrades but opportunities continue in Underground and Metro upgrades.

 

Nuclear (6% of 2015 Group revenue, 2014: 8%) - Lower hydrocarbon costs has slowed new build but there are now 70 reactors under construction and investment plans in place to secure future low-carbon power generation. Life extension demand in a highly regulated market ensures barriers to entry are high. 

 

Communications (14% of 2015 Group revenue, 2014: 14%) - Military communications is forecast to grow at over 7% CAGR despite land force consolidation post long deployed operations. Growth drivers include reduced size, weight & power, interoperability and wide-bandwidth secure data access. Encryption programmes in the US and UK are resetting around software programmable solutions that Ultra understands well. Increased security programmes require robust, secure communications networks. Commercial communications sees a growing demand for machine-to-machine solutions to enable new smart initiatives.

 

C2ISR4 (23% of 2015 Group revenue, 2014: 23%) - Regional tensions and challenges are driving demand for the ability to operate forces under the threat of a range of anti-access/area denial (AAAD) systems. This provides strong opportunities in ISTAR1 and electronic warfare equipment. The border security market is projected to grow from $4.5bn today to $8bn by 2024 reflecting the impacts of regional conflict, security threats and migration. Increased security demands are also driving the interest in protection of fixed critical infrastructures and utilities. This degree of complexity benefits providers of robust integrated Command & Control (C2) solutions that can overlay existing sensors and systems.

 

Underwater Warfare (24% of 2015 Group revenue, 2014: 21%) - Global investment in modern, quiet conventional submarines and a resurgent Russian submarine capability are fuelling an increased demand for advanced Anti-Submarine Warfare (ASW) capabilities, including sonobuoys, torpedo defence and countermeasures, integrated wide-area search capabilities, airborne ASW and shallow water systems for smaller vessels.

 

Maritime (6% of 2015 Group revenue, 2014: 7%) - In the US and UK, significant submarine and ambitious ship-building programmes will provide good opportunities for the Group's electrical power management and signature control offerings but also bring affordability pressures. These pressures will favour upgrade of legacy platforms and smaller ship solutions that match Ultra's strengths.

 

Land (5% of 2015 Group revenue, 2014: 3%) - Core markets are seeing consolidation and upgrading of armoured fighting vehicles (AFVs) post long land operations. Elsewhere, investment in AFVs serves power projection and internal security needs. The Group's strength in AFV electrical architecture is now being utilised to meet the merging demand for soldier-worn power management systems.

 

 

_________________

 

1 ISTAR – Intelligence, Surveillance, Targeting and Reconnaissance
2 Commercial Aircraft Corporation of China
3 HUMS – Health Usage Monitoring Systems

4 Command & Control, Intelligence Surveillance & Reconnaissance

 

 

 

RISKS AND UNCERTAINTIES

 

A number of potential risks and uncertainties exist which could have a material impact on the Group's performance in 2016 and beyond and which could cause actual results to differ materially from expected and historical levels. During the year the Board has reviewed its approach to risk management resulting in the principal risks listed below. An explanation of these risks and the robust business strategies that Ultra uses to manage and mitigate risks and uncertainties can be found in the annual report which is available for download at www.ultra-electronics.com/investors/annual-reports.aspx. 

 

In the defence sector, which contributes around 61% of Ultra's revenue, there is continuing budget pressures in heavily committed procurement programmes in the US and UK. Further cost saving and efficiency will need to be sought. Nevertheless, the overall size of defence budgets worldwide, relative to the Group's revenue, provides sufficient headroom to support Ultra's continuing growth.

 

There is a risk of programme delays or cancellations but this has always been a feature of the Group's markets.

 

Movements in foreign currency exchange rates result in both transaction and translation effects on the Group's results. Ultra's projected net transaction exposure is mitigated by the use of forward hedging contracts. By their nature, currency translation risks cannot be mitigated.

 

Risks are identified, collated, assessed and managed at the most appropriate level of the business (Board, Executive or Business level). Risks are reviewed regularly to ensure judgements and assumptions are unchanged, that appropriate mitigations are in place and that emerging risks are captured. Key risks identified by the Board include:

 

· Matching strategy to market dynamics

· Ability to win and deliver contracts

· Delivering major change programmes

· Selection and integration of acquisitions

· Protection of intellectual property and information security

· Innovation and development

· Attracting, developing and retaining the right people

· Preservation of Ultra's culture

· Effectiveness of supply chain

· Legislation and regulation compliance

· Maintaining governance and internal control

· Health, safety and the environment

· Pension management

· Treasury and tax

 

CONFIRMATION OF GOING CONCERN

 

The Directors have considered the guidance issued by the Financial Reporting Council and hereby confirm that the Group continues to adopt the 'going concern' basis in preparing its accounts.

 

The Board has made appropriate enquiries to support this view, looking forward for a period of at least twelve months. Salient points taken into consideration were:

 

- the Group's long record of delivering high quality profits

- the adequacy of Ultra's financing facilities

- Ultra's positions in growth sectors of its markets

- the long-term nature of Ultra's markets and contracts

- the Group's minimal exposure to trading denominated in the Euro

- the risks as discussed above

 

The Directors' long-term viability statement is included in the annual report and accounts.

 

PERFORMANCE & PROSPECTS

 

2015 was a significant year for the Group, in which it completed its largest acquisition, introduced a new market segment structure and launched a Standardisation and Shared Services (S3) programme, whilst continuing to face difficult market conditions. Ultra's full-year performance was in line with market expectations and reflected, as anticipated, a generally lower level of activity across most parts of our government related business. By year-end a comprehensive UK Strategic Defence & Security Review and a two-year US budget agreement had signalled some welcome stability although how this plays out remains uncertain.

 

Looking ahead, well-publicised macro factors continue to threaten governments' future funding. We expect US government defence expenditure to increase in a presidential election year, but these higher levels of spending will take time to benefit the mid-tier defence industry. For Ultra, most of the delayed orders from 2015 are expected to be secured in the first half of 2016 and we continue to have a number of secure long-term platform positions. In addition we will see a full year benefit from the Herley acquisition. Ultra's Board has considered the market conditions and business challenges and judges that the Group can make satisfactory progress in 2016.

 

 - End -

 

Enquiries:

 

Ultra Electronics Holdings plc 020 8813 4307

Rakesh Sharma, Chief Executive www.ultra-electronics.com

Mary Waldner, Group Finance Director

 

Media enquiries:

Susan McErlain, Corporate Affairs Director 07836 522722

James White, MHP Communications 020 3128 8756

 

 

NATURE OF ANNOUNCEMENT

 

This preliminary announcement of Ultra's audited results for the year ended 31 December 2015 does not serve as the dissemination announcement as required by Rule 6.3 of the Disclosure and Transparency Rules ('DTR'). A separate dissemination announcement will be made when the annual financial report is made public in accordance with DTR requirements.

 

This preliminary announcement has been prepared solely to provide additional information to enable shareholders to assess Ultra's strategies and the potential for those strategies to be fulfilled. It should not be relied upon by any other party or for any other purpose. This preliminary announcement contains certain forward-looking statements. Such statements are made by the directors in good faith based on the information available to them at the time of their approval of this report, and they should be treated with caution due to the inherent uncertainties underlying such forward-looking information. This preliminary announcement has been prepared for the Group as a whole and therefore gives greatest emphasis to those matters which are significant to Ultra when viewed as a complete entity.

 

Further information about Ultra:

 

Ultra Electronics is a group of businesses which manage a portfolio of specialist capabilities, generating highly differentiated solutions and products in the defence & aerospace, security & cyber, transport and energy markets by applying electronic and software technologies in demanding and critical environments to meet customer needs.

 

Ultra has world-leading positions in many of its specialist capabilities and, as an independent, non-threatening partner, is able to support all of the main prime contractors in its sectors. As a result of such positioning, Ultra's systems, equipment or services are often mission or safety-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 underpins the superior financial performance of the Group.

 

Ultra offers support to its customers through the design, delivery and support phases of a programme. Ultra 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, Ultra operates in the following eight market segments:

 

 

· Aerospace

· Land

· Communications

· Maritime

· C2ISR

· Nuclear

· Infrastructure

· Underwater Warfare

 

 

 

Ultra Electronics Holdings plc

Results for the Year Ended 31 December 2015

Consolidated Income Statement

 

2015

2014

Note

£'000

£'000

Revenue

1

726,286

713,741

Cost of sales

(499,510)

(494,294)

Gross profit

226,776

219,447

Other operating income

2,198

4,748

Distribution costs

(1,604)

(1,893)

Administrative expenses

(143,007)

(137,698)

Share of (loss)/profit from associate

(581)

1,957

Other operating expenses

(2,931)

(1,149)

Contingent consideration (charge)/release

(1,101)

8,364

Impairment charges

2

(8,462)

(7,355)

S3 programme

(4,863)

-

Oman contract termination costs

3

-

(46,878)

Operating profit

66,425

39,543

Deemed disposal of Ithra

3

(16,447)

-

Investment revenue

4

190

108

Finance costs

5

(15,407)

(18,189)

Profit before tax

1

34,761

21,462

Tax

6

(9,772)

(14,964)

Profit for the year

Attributable to:

24,989

6,498

Owners of the Company

24,989

20,799

Non-controlling interests

-

(14,301)

Earnings per ordinary share (pence)

 

- basic

8

35.7

29.8

 

- diluted

8

35.6

29.7

 

 

All results are derived from continuing operations.

 

 

 

 

 

Ultra Electronics Holdings plc

Results for the Year Ended 31 December 2015

Consolidated Statement of Comprehensive Income

 

2015

2014

£'000

£'000

Profit for the year

24,989

6,498

Items that will not be reclassified to profit or loss:

Actuarial loss on defined benefit pension schemes

(2,530)

(5,704)

Tax relating to items that will not be reclassified

478

1,299

Total items that will not be reclassified to profit or loss

(2,052)

(4,405)

Items that may be reclassified to profit or loss:

Exchange differences on translation of foreign operations

11,995

10,974

Reclassification of exchange differences on deemed

disposal of Ithra

 

2,696

 

-

Loss on loans used in net investment hedges

(12,578)

(4,161)

Tax relating to items that may be reclassified

12

(804)

Total Items that may be reclassified to profit or loss

2,125

6,009

Other comprehensive income for the year

73

1,604

Total comprehensive income for the year

25,062

8,102

Attributable to:

Owners of the Company

25,190

22,407

Non-controlling interests

(128)

(14,305)

 

 

Ultra Electronics Holdings plc

Results for the Year Ended 31 December 2015

Consolidated Balance Sheet

2015

2014

Note

£'000

£'000

Non-current assets

Goodwill

9

375,885

298,960

Other intangible assets

193,123

162,512

Property, plant and equipment

68,183

62,569

Interest in associate

-

8,105

Deferred tax assets

5,935

4,494

Derivative financial instruments

426

1,117

Trade and other receivables

11

15,239

4,694

658,791

542,451

Current assets

Inventories

10

81,816

73,745

Trade and other receivables

11

197,387

190,186

Tax assets

9,169

1,814

Cash and cash equivalents

45,474

41,259

Derivative financial instruments

921

1,725

Assets classified as held for sale

8,795

-

343,562

308,729

Total assets

1,002,353

851,180

Current liabilities

Trade and other payables

12

(199,942)

(231,954)

Tax liabilities

(7,149)

(7,166)

Derivative financial instruments

(3,530)

(1,920)

Liabilities classified as held for sale

(3,011)

-

Short-term provisions

13

(24,363)

(27,105)

(237,995)

(268,145)

Non-current liabilities

Retirement benefit obligations

14

(84,819)

(87,263)

Other payables

12

(6,996)

(9,512)

Deferred tax liabilities

(7,168)

(6,192)

Derivative financial instruments

(2,561)

(1,678)

Borrowings

(341,046)

(170,754)

Long-term provisions

13

(4,925)

(4,190)

(447,515)

(279,589)

Total liabilities

(685,510)

(547,734)

Net assets

316,843

303,446

Equity

Share capital

3,514

3,498

Share premium account

61,052

56,131

Own shares

(2,581)

(2,581)

Hedging reserve

(25,908)

(13,330)

Translation reserve

42,038

27,219

Retained earnings

238,728

246,132

Equity attributable to owners of the Company

316,843

317,069

Non-controlling interest

-

(13,623)

Total equity

316,843

303,446

Ultra Electronics Holdings plc

Results for the Year Ended 31 December 2015

Consolidated Cash Flow Statement

 

 

 

Note

2015

2014

£'000

£'000

Net cash flow from operating activities

15

47,778

68,717

Investing activities

Interest received

190

108

Dividends received from equity accounted investments

5,343

1,619

Purchase of property, plant and equipment

(4,597)

(8,362)

Proceeds from disposal of property, plant and equipment

1,466

55

Expenditure on product development and other intangibles

(1,761)

(9,289)

Acquisition of subsidiary undertakings

(172,539)

(111,285)

Net cash acquired with subsidiary undertakings

724

6,737

 

Net cash used in investing activities

(171,174)

(120,417)

Financing activities

Issue of share capital

4,937

2,231

Dividends paid

(31,332)

(29,722)

Loan syndication costs

(1,347)

(1,495)

Repayments of borrowings

(160,532)

(68,331)

Proceeds from borrowings

317,586

162,387

Increase in loan to associate

-

(1,654)

Repayment of obligations under finance leases

-

(63)

Net cash from financing activities

129,312

63,353

Net increase in cash and cash equivalents

5,916

11,653

Cash and cash equivalents at beginning of year

41,259

30,570

Effect of foreign exchange rate changes

(1,701)

(964)

Cash and cash equivalents at end of year

45,474

41,259

 

Ultra Electronics Holdings plc

Results for the Year Ended 31 December 2015

Consolidated Statement of Changes in Equity

 

Equity attributable to equity holders of the parent

 

Share capital

£'000

 

Share premium account

£'000

Reserve for own shares

£'000

Hedging reserve

£'000

 

 

Translation reserve

£'000

 

 

Retained earnings £'000

Non controlling interest £'000

Total equity

£'000

Balance at 1 January 2015

3,498

56,131

(2,581)

(13,330)

27,219

246,132

(13,623)

303,446

Profit for the year

-

-

-

-

-

24,989

-

24,989

Other comprehensive income for the year

-

-

-

(12,578)

14,819

(2,040)

(128)

73

Total comprehensive income for the year

-

-

-

(12,578)

14,819

22,949

(128)

25,062

Deemed disposal of Ithra

-

-

-

-

-

-

13,751

13,751

Equity-settled employee share schemes

16

4,921

-

-

-

967

-

5,904

Dividend to shareholders

-

-

-

-

-

(31,332)

-

(31,332)

Tax on share-based payment transactions

-

-

-

-

-

12

-

12

Balance at 31 December 2015

3,514

61,052

(2,581)

(25,908)

42,038

238,728

-

316,843

Balance at 1 January 2014

3,490

53,908

(2,581)

(9,169)

16,240

258,609

682

321,179

Profit for the year

-

-

-

-

-

20,799

(14,301)

6,498

Other comprehensive income for the year

-

-

-

(4,161)

10,979

(5,210)

(4)

1,604

Total comprehensive income for the year

-

-

-

(4,161)

10,979

15,589

(14,305)

8,102

Equity-settled employee share schemes

8

2,223

-

-

-

1,783

-

4,014

Dividend to shareholders

-

-

-

-

-

(29,722)

-

(29,722)

Tax on share-based payment transactions

-

-

-

-

-

(127)

-

(127)

Balance at 31 December 2014

3,498

56,131

(2,581)

(13,330)

27,219

246,132

(13,623)

303,446

1. Segment information

 

During the year the Group amended its internal organisation to better reflect the markets that the Group addresses so that business groupings better reflect its capabilities, evolving product offerings and market facing segments. As a result of this change the Group has re-assessed its reporting segments under IFRS 8. Previously results were reported as Aircraft & Vehicle Systems, Information & Power Systems and Tactical & Sonar Systems, they are now reported as Aerospace & Infrastructure, Communications & Security and Maritime & Land. Prior year comparatives have been restated as indicated.

 

 

(a) Revenue by segment

2015

2014

 

External revenue

Inter segment

Total

External revenue

Inter segment

Total

* as restated

£'000

£'000

£'000

£'000

£'000

£'000

Aerospace & Infrastructure

193,224

8,880

202,104

198,597

13,345

211,942

Communication & Security

239,261

5,692

244,953

224,449

8,129

232,578

Maritime & Land

293,801

21,351

315,152

290,695

13,917

304,612

Eliminations

-

(35,923)

(35,923)

-

(35,391)

(35,391)

Consolidated revenue

726,286

-

726,286

713,741

-

713,741

 

 

(b) Profit by segment

2015

Aerospace & Infrastructure

£'000

Communications

 & Security

£'000

Maritime

& Land

£'000

 

 

Total

£'000

Underlying operating profit

28,641

40,424

50,907

119,972

Amortisation of intangibles arising on acquisition

(3,129)

(22,130)

(5,547)

(30,806)

Adjustments to deferred consideration net of acquisition costs

(91)

(9,306)

(19)

(9,416)

S3 programme

(460)

(3,895)

(508)

(4,863)

Impairment charges

(2,693)

(5,769)

-

(8,462)

Operating profit/(loss)

22,268

(676)

44,833

66,425

Deemed disposal of Ithra

(16,447)

Investment revenue

190

Finance costs

(15,407)

Profit before tax

34,761

Tax

(9,772)

Profit after tax

24,989

 

The S3 programme is the Group's Standardisation & Shared Service Programme.

 

1. Segment information (continued)

 

(b) Profit by segment

 

2014

Aerospace & Infrastructure

£'000

Communications

& Security

£'000

Maritime

& Land

£'000

 

Total

* as restated

£'000

Underlying operating profit

29,593

37,017

51,456

118,066

Amortisation of intangibles arising on acquisition

(3,901)

(17,209)

(7,681)

(28,791)

Adjustments to deferred consideration net of acquisition costs

(406)

5,293

(386)

4,501

Oman contract termination costs

(46,878)

-

-

(46,878)

Impairment charges

(7,355)

-

-

(7,355)

Operating (loss)/profit

(28,947)

25,101

43,389

39,543

Investment revenue

108

Finance costs

(18,189)

Profit before tax

21,462

Tax

(14,964)

Profit after tax

6,498

 

A provision of £8,364,000 was released in 2014 relating to the GigaSat earn-out agreement for which the final 2014 target was not met. GigaSat is in the Communications & Security division.

 

(c) Capital expenditure, additions to intangibles, depreciation and amortisation

 

Capital expenditure and additions to intangibles (excluding goodwill and acquired intangibles)

Depreciation

and amortisation

2015

* as restated 2014

2015

* as restated 2014

£'000

£'000

£'000

£'000

Aerospace & Infrastructure

2,498

7,882

7,074

8,655

Communications & Security

1,915

4,994

27,815

21,890

Maritime & Land

1,945

4,775

10,697

12,484

Total

6,358

17,651

45,586

43,029

 

The 2015 depreciation and amortisation expense includes £34,627,000 of amortisation charges (2014: £32,202,000) and £10,959,000 of property, plant and equipment depreciation charges (2014: £10,827,000). 

 

(d) Total assets by segment

2015

* as restated2014

£'000

£'000

Aerospace & Infrastructure

233,949

241,927

Communications & Security

460,980

320,390

Maritime & Land

245,499

238,454

940,428

800,771

Unallocated

61,925

50,409

Consolidated total assets

1,002,353

851,180

 

Unallocated assets represent current and deferred tax assets, derivatives at fair value and cash and cash equivalents.

 

 

1. Segment information (continued)

 

 

(e) Total liabilities by segment

2015

* as restated 2014

£'000

£'000

Aerospace & Infrastructure

79,791

99,464

Communications & Security

71,162

81,591

Maritime & Land

92,573

97,434

243,526

278,489

Unallocated

441,984

269,245

Consolidated total liabilities

685,510

547,734

 

Unallocated liabilities represent derivatives at fair value, current and deferred tax liabilities, retirement benefit obligations, bank loans and loan notes.

 

 

(f) Revenue by destination

2015

2014

£'000

£'000

United Kingdom

211,641

227,419

Continental Europe

74,592

70,186

Canada

16,690

15,051

USA

323,883

296,736

Rest of World

99,480

104,349

726,286

713,741

 

 

(g) Other information (by geographic location)

Non-current assets

Total assets

Additions to property, plant & equipment and intangible assets (excluding acquisitions)

2015

2014

2015

2014

2015

2014

£'000

£'000

£'000

£'000

£'000

£'000

United Kingdom

223,076

221,461

373,408

376,744

4,031

9,876

USA

341,943

215,030

453,780

291,203

1,834

4,805

Canada

84,238

88,205

105,755

113,856

413

2,537

Rest of World

3,173

12,144

7,485

18,968

80

433

652,430

536,840

940,428

800,771

6,358

17,651

Unallocated

6,361

5,611

61,925

50,409

-

-

658,791

542,451

1,002,353

851,180

6,358

17,651

 

 

2. Additional non-statutory performance measures

 

To present the underlying trading of the Group on a consistent basis year-on-year, additional non-statutory performance indicators have been used. These are calculated as follows:

 

2015

2014

£'000

£'000

 

Operating profit

66,425

39,543

 

Amortisation of intangibles arising on acquisition

30,806

28,791

 

Impairment charges

8,462

7,355

 

Adjustments to contingent consideration net of acquisition related costs

9,416

(4,501)

 

S3 programme

4,863

-

 

Oman contract termination costs

-

46,878

 

Underlying operating profit

119,972

118,066

 

 

Profit before tax

34,761

21,462

 

Amortisation of intangibles arising on acquisition

30,806

28,791

 

Impairment charges

8,462

7,355

 

Adjustments to contingent consideration net of acquisition related costs

9,416

(4,501)

 

Unwinding of discount on provisions

641

1,172

 

Loss on fair value movements of derivatives

3,988

7,243

 

Net interest charge on defined benefit pensions

3,041

4,863

16,447

3,634

-

-

 

S3 programme

 

Deemed disposal of Ithra

 

Oman contract termination costs

-

46,878

 

Underlying profit before tax

112,425

112,034

 

 

Cash generated by operations

71,339

96,067

 

Purchase of property, plant and equipment

(4,597)

(8,362)

 

Proceeds on disposal of property, plant and equipment

1,466

55

 

Expenditure on product development and other intangibles

(1,761)

(9,289)

 

Dividend from equity accounted investment

5,343

1,619

 

S3 programme

2,233

-

 

Acquisition related payments

7,291

2,982

 

Underlying operating cash flow

81,314

83,072

 

 

The 2015 impairment charge comprises a £2,693,000 impairment of the loan balance due from the Group's associate Al Shaheen Adventure LLC following agreement to dispose of Ultra's 49% shareholding, and comprises a £5,769,000 charge to impair an intangible fixed asset impacted by the repeal of the US Patriot Act. The 2014 impairment charge was for the impairment of the goodwill relating to the Al Shaheen CGU.

 

The above analysis of the Group's operating results, earnings per share and cash flows, is presented to provide readers with additional performance indicators that are prepared on a non-statutory basis. This presentation is regularly reviewed by management to identify items that are unusual and other items relevant to an understanding of the Group's performance and long-term trends with reference to their materiality and nature. This additional information is not uniformly defined by all Companies and may not be comparable with similarly titled measures and disclosures by other organisations. The non-statutory disclosures should not be viewed in isolation or as an alternative to the equivalent statutory measure. Information for separate presentation is considered as follows:

 

• Contract losses arising in the ordinary course of trading are not separately presented, however losses (and subsequent reversals) are separately disclosed in situations of a material dispute which are expected to lead to arbitration or legal proceedings.

• Material costs or reversals arising from a significant restructuring of the group's operations, such as the S3 programme, are presented separately.

 

2. Additional performance measures (continued)

 

• Disposals of entities or investments in associates or joint ventures, or impairments of related assets are presented separately.

• The amortisation of intangible assets arising on acquisitions and impairment of goodwill or intangible assets are presented separately.

• Other matters arising due to the Group's acquisitions such as adjustments to contingent consideration, payment of retention bonuses, acquisition costs and fair value adjustments for acquired inventory made in accordance with IFRS 13 are separately disclosed in aggregate.

• Furthermore, IAS 37 requires the Group to discount provisions using a pre-tax discount rate that reflects the current assessment of the time value of money and the risks specific to the liability, this discount unwind is presented separately when the provision relates to acquisition contingent consideration.

• Derivative instruments used to manage the Group's foreign exchange exposures are 'fair valued' in accordance with IAS 39. This creates volatility in the valuation of the outstanding instruments as exchange rates move over time. This has minimal impact on profit over the full term of the instruments, but can cause significant volatility on particular balance sheet dates, consequently the gain or loss is presented separately.

• The defined benefit pension net interest charge arising in accordance with IAS 19 is presented separately.

• The Group is cash-generative and reinvests funds to support the continuing growth of the business. It seeks to use an accurate and appropriate measure of the funds generated internally while sustaining this growth. For this, the Group uses operating cash flow, rather than cash generated by operations, as its preferred indicator of cash generated and available to cover non-operating expenses such as tax and interest payments. Management believes that using cash generated by operations, with the exclusion of net expenditure on property, plant and equipment and outflows for capitalised product development and other intangibles, would result in an under-reporting of the true cash cost of sustaining a growing business.

 

3. Deemed disposal of Ithra

 

On 4 March 2015, 'Ithra' ("Ultra Electronics in collaboration with Oman Investment Corporation LLC"), the legal entity established with the sole purpose of delivering the Oman Airport IT contract, was placed into voluntary liquidation. A liquidator was appointed and is pursuing claims against the customer on behalf of the interested parties. Ithra, upon liquidation, no longer meets the IFRS 10 criteria for consolidation as a subsidiary of the Group and is, consequently, a deemed disposal as at 4 March 2015.

 

During 2014 the full expected cost of the Oman contract termination of £46,878,000 was charged to the consolidated income statement and impacted the Group's profit for the year in 2014. The loss attributable to the Oman Investment Corporation ('OIC') non-controlling interest of £14,301,000 was credited to reserves as mandated by IFRS 10 para B94. Upon deemed disposal, the existing non-controlling interest of £13,751,000 is not permitted to be debited back against reserves, even though the cost has already been reflected in full on the face of the 2014 income statement, and is consequently recycled through the income statement, together with £2,696,000 of foreign exchange losses recorded in the translation reserve over the life of the entity. The net charge booked to exceptional Oman termination related costs in the 2015 income statement is as follows:

 

 

2015

2014

£'000

£'000

Contract termination provisions

-

46,878

Non-controlling interest elimination

13,751

-

Release of translation reserve

2,696

-

Oman termination related costs

16,447

46,878

4. Investment revenue

2015

2014

£'000

£'000

Bank interest

190

108

190

108

 

5. Finance costs

2015

2014

 

£'000

£'000

 

 

Amortisation of finance costs of debt

649

662

 

Interest payable on bank loans, overdrafts and other loans

7,088

5,478

Total borrowing costs

7,737

6,140

 

Retirement benefit scheme finance cost

3,041

3,634

 

Unwinding of discount on provisions

641

1,172

 

Fair value movement on derivatives

3,988

7,243

 

15,407

18,189

 

 

 

6. Tax

2015

2014

£'000

£'000

Current tax

United Kingdom

4,310

8,423

Overseas

8,815

7,498

13,125

15,921

Deferred tax

Origination and reversal of temporary differences

(6,505)

(957)

De-recognition of deferred tax assets

1,799

-

UK tax rate change

1,353

-

(3,353)

(957)

Total

9,772

14,964

 

 

7. Dividends

2015

2014

£'000

£'000

Final dividend for the year ended 31 December 2014 of 31.1p (2013: 29.5p) per share

21,695

20,528

Interim dividend for the year ended 31 December 2015 of 13.8p (2014: 13.2p) per share

9,637

9,194

31,332

29,722

Proposed final dividend for the year ended 31 December 2015

of 32.3p (2014: 31.1p) per share

 

22,625

 

21,685

 

The 2015 proposed final dividend of 32.3p per share is proposed to be paid on 5 May 2016 to shareholders on the register at 8 April 2016. It was approved by the Board after 31 December 2015 and has not been included as a liability as at 31 December 2015.

 

 

8. Earnings per share

2015

2014

Pence

Pence

Basic underlying (see below)

123.9

123.1

 

Diluted underlying (see below)

123.8

122.8

 

Basic

35.7

29.8

 

Diluted

35.6

29.7

 

The calculation of the basic, underlying and diluted earnings per share

is based on the following data:

2015

2014

 

£'000

£'000

 

Earnings

 

Earnings for the purposes of earnings per share being profit for

the year

24,989

20,799

 

 

Underlying earnings

 

Profit for the year

24,989

20,799

 

Loss on fair value movements on derivatives (net of tax)

3,180

5,794

 

Amortisation of intangibles arising on acquisition (net of tax)

21,195

20,417

 

Unwinding of discount on provisions (net of tax)

641

1,172

 

Acquisition related costs net of contingent consideration (net of tax)

8,403

(4,960)

 

Net interest charge on defined benefit pensions (net of tax)

2,425

2,851

 

Impairment charges (net of tax)

6,270

-

7,355

46,878

 

Oman contract termination costs (net of tax)

 

S3 programme (net of tax)

3,281

-

 

Deemed disposal of Ithra (net of tax)

16,447

-

 

Elimination of non-underlying non-controlling interest

-

(14,301)

 

Earnings for the purposes of underlying earnings per share

86,831

86,005

 

 

The adjustments to profit are explained in note 2.

 

2015

2014

Number of shares

Number of shares

The weighted average number of shares is given below:

Number of shares used for basic earnings per share

70,056,025

69,864,755

Effect of dilutive potential ordinary shares - share options

89,021

158,862

Number of shares used for fully diluted earnings per share

70,145,046

70,023,617

 

2015

2014

£'000

£'000

Underlying profit before tax

112,425

112,034

Tax rate applied for the purposes of underlying earnings per share

22.77%

23.23%

 

 

9. Goodwill

2015

2014

£'000

£'000

Cost

At 1 January

348,598

293,988

Exchange differences

8,627

6,471

Recognised on acquisition of subsidiaries

70,579

47,601

Other changes

362

538

At 31 December

428,166

348,598

Accumulated impairment loss

At 1 January

(49,638)

(41,873)

Exchange differences

(2,643)

(410)

Impairment of goodwill

-

(7,355)

Carrying amount at 31 December

375,885

298,960

 

Other changes in 2015 relate to the re-assessment of initial fair values. Other changes in 2014 relate to a deferred consideration release relating to a 2006 acquisition and a fair value adjustment relating to a 2013 acquisition.

 

Goodwill is allocated to the Group's Cash-Generating Units (CGUs) which comprise its individual business units. Goodwill is initially allocated, in the year a business is acquired, to CGUs expected to benefit from the acquisition. Subsequent adjustments are made to this allocation to the extent operations to which goodwill relates are transferred between CGUs. The size of a CGU varies but is never larger than a reportable operating segment. In 2015 the Group amended its internal organisation to better reflect the markets that the Group addresses so that business groupings reflect its capabilities, evolving product offerings and market-facing-segments. The market-facing-segments are; Aerospace, Infrastructure, Nuclear, Communications, C2ISR, Maritime, Land and Underwater Warfare. The reporting structure has been altered in a way that changes the composition of one or more CGUs to which goodwill has been allocated, and consequently goodwill has been reallocated to these market-facing-segments. These represent the lowest level at which the goodwill is monitored for internal management purposes. Goodwill has been allocated to CGU groupings as set out below:

 

*as restated

2015

2014

2015

 2014

Discount rate

Discount rate

£'000

£'000

Aerospace

10.4%

10.8%

32,310

32,193

Infrastructure

10.4%

11.8%

28,971

29,224

Nuclear

10.4%

11.8%

17,305

13,685

Aerospace & Infrastructure

78,586

75,102

Communications

10.4-12.9%

10.8-11.8%

87,393

86,343

C2ISR

10.4-12.9%

10.8-12.5%

107,524

38,137

Communication & Security

194,917

124,480

Maritime

10.4%

10.8%

31,690

30,618

Underwater Warfare

10.4-12.9%

10.8-13.7%

70,692

68,760

Maritime & Land

102,382

99,378

Total - Ultra Electronics

375,885

298,960

 

As a result of this change in internal operation the Group has also re-assessed its reporting segments under IFRS 8. Previously results were reported as the following divisions; Aircraft & Vehicle Systems, Information & Power Systems and Tactical & Sonar Systems. They are now reported as Aerospace & Infrastructure, Communication & Security and Maritime & Land. Prior year comparatives have been restated as indicated.

 

 

9. Goodwill (continued)

 

The recoverable amounts of CGUs are determined from value-in-use calculations. In determining the value-in-use for each CGU, the Group prepares cash flows derived from the most recent financial budgets and strategic plan, representing the best estimate of future performance. These plans, which have been approved by the Board, include detailed financial forecasts and market analysis covering the expected development of each CGU over the next five years. The cash flows for the following ten years are also included and assume a growth rate of 2.5% per annum. Cash flows beyond that period are not included in the value-in-use calculation.

 

The key assumptions used in the value-in-use calculations are those regarding the discount rate, future revenues, growth rates and forecast gross margins. Management estimates the discount rate using pre-tax rates that reflect current market assessments of the time value of money and risks specific to the Group, being the Weighted Average Cost of Capital (WACC). The WACC is then risk-adjusted to reflect risks specific to each business. The pre-tax discount rate used during 2015 varied between 10.4% and 12.9% (2014: 10.8% to 13.7%). Future revenues are based on orders already received, opportunities that are known and expected at the time of setting the budget and strategic plans and future growth rates. Budget and strategic plan growth rates are based on a combination of historic experience, available government spending data and management and industry expectations of the growth rates that are expected to apply in the major markets in which each CGU operates. Longer-term growth rates, applied for the ten year period after the end of the strategic planning period, are set at 2.5%. Ultra considers the long-term growth rate to be appropriate for the sectors in which it operates. Forecast gross margins reflect past experience, factor in expected efficiencies to counter inflationary pressures, and also reflect likely margins achievable in the shorter-term period of greater defence spending uncertainty.

Within each of the strategic plans a number of assumptions are made about business growth opportunities, contract wins, product development and available markets. A key assumption is that there will be continued demand for Ultra's products and expertise from a number of US government agencies and prime contractors during the strategic plan period.

 

Sensitivity analysis has been performed on the value-in-use calculations to:

(i) reduce the post-2020 growth assumption from 2.5% to nil.

(ii) apply a 20% reduction to forecast operating profits in each year of the modelled cash inflows.

(iii) consider specific market factors as noted above.

 

Certain of these sensitivity scenarios give rise to a potential impairment in Infrastructure. Headroom, which represents the value derived from the key growth assumptions in the Infrastructure value-in-use calculations, is £7.2m. Sensitivity (ii) results in a £0.5m impairment in Infrastructure; the CGU grouping is sensitive to the ability of the remaining operations to win sufficient new customers over the medium term.

 

For all other CGUs, the value-in-use calculations exceed the CGU carrying values in the sensitivity scenarios.

 

During the prior year, the value-in-use of the Blue Sky Group CGU was lower than the carrying value of the CGU's net operating assets and consequently an impairment charge of £7.4m was recorded in administrative expenses in 2014. Following the impairment charge, the carrying value of goodwill for the Blue Sky Group CGU was £nil. As set out in note 2, the £7.4m impairment charge was included in 2014 as part of the non-underlying operating results of the Group. Blue Sky Group is within the Aerospace & Infrastructure operating segment.

 

 

 

10. Inventories

2015

2014

£'000

£'000

Raw materials and consumables

51,561

44,226

Work in progress

19,598

18,462

Finished goods and goods for resale

10,657

11,057

81,816

73,745

 

11. Trade and other receivables

 

2015

2014

£'000

£'000

Non-current:

Trade receivables

-

7,279

Provision against receivables

-

(6,884)

Amounts due from contract customers

15,239

4,299

15,239

4,694

 

2015

 

2014

£'000

£'000

Current:

Trade receivables

93,016

92,617

Provisions against receivables

(959)

(1,043)

Net trade receivables

92,057

91,574

Amounts due from contract customers

81,617

110,612

Provision against amounts due from contract customers

-

(32,249)

Net amounts due from contract customers

81,617

78,363

Other receivables

9,328

10,547

Prepayments and accrued income

14,385

9,702

197,387

190,186

 

12. Trade and other payables

2015

2014

£'000

£'000

Amounts included in current liabilities:

Trade payables

70,701

92,855

Amounts due to contract customers

58,104

69,257

Other payables

27,157

23,924

Accruals and deferred income

43,980

45,918

199,942

231,954

2015

2014

£'000

£'000

Amounts included in non-current liabilities:

Amounts due to contract customers

1,625

881

Other payables

570

5,607

Accruals and deferred income

4,801

3,024

6,996

9,512

 

13. Provisions

 

Warranties

Contract related provisions

 

Total

£'000

£'000

£'000

At 1 January 2015

4,616

26,679

31,295

Created

1,749

4,976

6,725

Reversed

(1,151)

(3,355)

(4,506)

Utilised

(1,242)

(3,522)

(4,764)

Classified as held for sale

(227)

-

(227)

Unwinding of discount

-

641

641

Exchange differences

40

84

124

At 31 December 2015

3,785

25,503

29,288

Included in current liabilities

2,247

22,116

24,363

Included in non-current liabilities

1,538

3,387

4,925

3,785

25,503

29,288

 

Warranty provisions are based on an assessment of future claims with reference to past experience. Such costs are generally incurred within two years after delivery. Contract related provisions will be utilised over the period as stated in the contract to which the specific provision relates. Contract related provisions also include contingent consideration and dilapidation costs and provisions associated with the Oman Airport IT contract termination. Dilapidations will be payable at the end of the contracted life which is up to fifteen years. Contingent consideration is payable when earnings targets are met: £514,000 of provision was utilised in the period when the 2015 Forensic Technology earn-out target was met. As at 31 December 2015 the contingent consideration provision is £3,428,000 (2014: £3,276,000), payment of which is contingent on earnings targets for the Forensic Technology and 3 Phoenix acquisitions through until December 2016, and for contingent payments relating to the ICE WheelTug certification.

 

 

14. Retirement benefit schemes

 

The amount included in the balance sheet arising from the Group's obligation in respect of its defined benefit retirement schemes is as follows:

2015

2014

£'000

£'000

Fair value of scheme assets

237,623

234,486

Present value of scheme liabilities

(322,442)

(321,749)

Scheme deficit

(84,819)

(87,263)

Related deferred tax asset

15,370

17,607

Net pension liability

(69,449)

(69,656)

 

 

 

15. Cash flow information

2015

2014

£'000

£'000

Operating profit

66,425

39,543

Adjustments for:

Depreciation of property, plant and equipment

10,959

10,827

Amortisation of intangible assets

34,627

32,202

Impairment charges

8,462

7,355

Cost of equity-settled employee share schemes

967

1,783

Adjustment for pension funding

(8,015)

(8,448)

Profit on disposal of property, plant and equipment

(559)

(3)

Share of loss/(profit) from associate

581

(1,957)

(Decrease)/increase in provisions

(2,073)

2,564

Operating cash flow before movements in working capital

111,374

83,866

Decrease/(increase) in inventories

6,607

(4,443)

(Increase)/decrease in receivables

(2,261)

73,977

Decrease in payables

(44,381)

(57,333)

Cash generated by operations

71,339

96,067

Income taxes paid

(17,252)

(22,899)

Interest paid

(6,309)

(4,451)

Net cash from operating activities

47,778

68,717

 

 

Reconciliation of net movement in cash and cash equivalents to movements in net debt

 

2015

2014

£'000

£'000

Net increase in cash and cash equivalents

5,916

11,653

Cash inflow from movement in debt and finance leasing

(157,054)

(94,817)

Change in net debt arising from cash flows

(151,138)

(83,164)

Loan syndication costs

1,347

1,495

Amortisation of finance costs of debt

(649)

(662)

Other non-cash movements

(872)

-

Translation differences

(14,765)

(5,007)

Movement in net debt in the year

(166,077)

(87,338)

Net debt at start of year

(129,495)

(42,157)

Net debt at end of year

(295,572)

(129,495)

 

Net debt comprised the following:

2015

2014

£'000

£'000

Cash and cash equivalents

45,474

41,259

Borrowings

(341,046)

(170,754)

(295,572)

(129,495)

 

Cash and cash equivalents comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less.

 

 

 

16. Significant acquisitions

 

Electronic Products Division of Kratos Defense & Security Solutions - Herley

 

On 21 August 2015, the Group acquired the entire share capital of the Electronic Products Division ("EPD") of Kratos Defense & Security Solutions, now known as Ultra Electronics Herley, for cash consideration of £161.5m. A further £3.2m was paid in January 2016.

 

Ultra Electronics Herley is a leading designer and producer of RF and microwave integrated systems and subsystems for use in EW, radar, communication, missile, flight test and simulation applications. It is a sole-source provider of proprietary technology on numerous established strategic platforms, including P-8A Poseidon, Trident II D5 missile, F-16 Fighting Falcon, Eurofighter, AMRAAM missile, and EA-18G Growler. Ultra Electronics Herley is also well-positioned for opportunities on the F-35 Joint Strike Fighter and on multiple, next-generation strategic national defence and security programmes. The company has a proven track record of more than 20 years of successful participation on major defence programmes and long-standing relationships with a diverse international customer base. Ultra Electronics Herley operates within Ultra's Communications & Security Division.

 

The provisional fair values of the net assets acquired are stated below:

 

Book value

Revaluations

Provisional fair value

£'000

£'000

£'000

Intangible assets

-

61,928

61,928

Property, plant and equipment

12,622

-

12,622

Cash and cash equivalents

724

-

724

Inventories

14,064

3,048

17,112

Receivables

15,777

-

15,777

Payables

(9,535)

(1,927)

(11,462)

Net assets acquired

33,652

63,049

96,701

Goodwill arising on acquisition

67,970

Purchase consideration

164,671

 

 

The goodwill arising on the acquisition is attributable to the assembled workforce of Herley, the immediate access to certain technology / know-how and US Navy programmes and the strategic premium to gain access to the Herley market niche relative to an organic entry.

Acquisition costs of £5.3m were charged to the income statement during the year.

 

The total goodwill on this acquisition expected to be deductible for tax is £55.5m.

 

17. Five-year review

 

* as restated

2011

2012

2013

2014

2015

£m

£m

£m

£m

£m

Revenue

Aerospace & Infrastructure

229.3

226.6

230.4

198.6

193.2

Communications & Security

228.7

268.9

237.7

224.4

239.3

Maritime & Land

273.7

265.3

277.1

290.7

293.8

Total revenue

731.7

760.8

745.2

713.7

726.3

Underlying operating profit(1)

Aerospace & Infrastructure

37.2

45.1

46.2

29.6

28.7

Communications & Security

42.8

32.9

27.5

37.0

40.4

Maritime & Land

41.7

43.8

48.0

51.5

50.9

Total underlying operating profit(1)

121.7

121.8

121.7

118.1

120.0

Margin(1)

16.6%

16.0%

16.3%

16.5%

16.5%

Profit before tax

89.1

79.8

49.3

21.5

34.8

Profit after tax

64.6

61.3

38.2

6.5

25.0

Operating cash flow(2)

133.7

89.6

79.0

83.1

81.3

Free cash before dividends, acquisitions and financing(3)

 

100.1

 

57.4

 

43.8

 

51.2

 

43.1

Net debt at year-end(4)

(46.1)

(43.0)

(42.2)

(129.5)

(295.6)

Underlying earnings per share (p)(5)

121.1

125.5

127.1

123.1

123.9

Dividends per share (p)

38.5

40.0

42.2

44.3

46.1

Average employee numbers

4,206

4,430

4,274

4,787

4,843

 

 

Notes:

 

1) Before acquisition-related costs, amortisation of intangibles arising on acquisition, the S3 programme, impairment charges and Oman contact termination and liquidation related costs.

2) Cash generated by operations, and dividends from associates less net capital expenditure, R&D and LTIP share purchases.

3) Free cash flow before dividends, acquisitions and financing has been adjusted to include the purchase of LTIP shares, which are included in financing activities.

4) Loans and overdrafts less cash and cash equivalents.

5) Before acquisition-related costs, amortisation of intangibles arising on acquisition, the S3 programme, impairment charges, fair value movement on derivative financial instruments, defined benefit pension interest charges and unwinding of discount on provisions.

 

 

* Restatement of prior year comparatives

 

During 2015 the Group amended its internal organisation to better reflect the markets that the Group addresses so that business groupings better reflect its capabilities, evolving product offerings and market facing segments. As a result of this change the Group has re-assessed its reporting segments under IFRS 8. Previously results were reported as Aircraft & Vehicle Systems, Information & Power Systems and Tactical & Sonar Systems, they are now reported as Aerospace & Infrastructure, Communications & Security and Maritime & Land. Prior year comparatives have been restated as indicated.

 

18. Financial Information

 

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2015 or 2014, but is derived from those accounts. Statutory accounts for 2014 have been delivered to the Registrar of Companies and those for 2015 will be delivered following the company's annual general meeting. The auditor has reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006.

 

The preliminary announcement has been prepared on the basis of the accounting policies as stated in the financial statements for the year ended 31 December 2014. The company expects to publish full financial statements on 23 March 2016.

 

The following IFRIC interpretations, amendments to existing standards and new standards have been adopted in the current year but have not impacted the reported results or the financial position:

· Annual Improvements to IFRSs: 2011-2013 Cycle

 

The following standards were also adopted in the current year:

· None

 

Whilst the financial information included in this announcement has been computed in accordance with International Financial Reporting Standards ("IFRS"), this announcement does not itself contain sufficient information to comply with IFRS.

 

Copies of the annual report will be sent to shareholders who have elected to receive a copy of the annual report in due course and will also be available from the Company's registered office at 417 Bridport Road, Greenford, Middlesex, UB6 8UA. The report will also be available on the Company's website: www.ultra-electronics.com.

 

 

 

 

 

 

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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