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Half Yearly Report

1st Aug 2011 07:00

RNS Number : 4093L
Ultra Electronics Holdings PLC
01 August 2011
 



 

 

 

 

 

Embargoed until 0700 1 August 2011

 

Ultra Electronics Holdings plc

("Ultra" or "the Group")

 

Interim Results for the six months to 1 July 2011

 

FINANCIAL HIGHLIGHTS

 

Six months to

1 July 2011

Six months to

2 July 2010

Change

Revenue

£343.5m

£350.9m

-2%

Headline operating profit(1)

£55.8m

£51.4m

+9%

Headline profit before tax(2)

£52.1m

£47.6m

+10%

IFRS profit before tax

£43.9m

£35.7m

+23%

Headline earnings per share(2)

54.6p

50.0p

+9%

Dividend per share

11.7p

10.6p

+10%

 

(1) before cost of acquisitions and amortisation of intangibles arising on acquisition. IFRS profit from operations £44.0m (2010: £41.0m). See Note 4 for reconciliation.

(2) before cost of acquisitions, amortisation of intangibles arising on acquisition and fair value movements on derivatives. Basic EPS 46.4p (2010: 38.0p). See Note 4 for reconciliation.

 

·; Resilient performance reflecting the Group's broad portfolio and customer base

- organic revenue growth at constant currencies of 1%

- organic growth* of headline operating profit, at constant currencies, of 11%

·; Continuing reinvestment to drive future growth

·; Headline operating margin(1) increased to 16.2%

·; Robust balance sheet

- net debt of £10m

- headroom for further acquisitions

·; Record order book exceeds £1bn

- includes the £207m Oman airport systems integration contract

·; Interim dividend per share increased 10%

 

Rakesh Sharma, Chief Executive, commented:

"The results for the period reflect the success of Ultra's strategies to underpin sustainable, long-term growth of shareholder value. Even in a year of difficult market conditions, Ultra continues to reinvest in its portfolio of differentiated products and services. These are positioned on a large number of international platforms and programmes in the defence, security, transport and energy markets. This broad range of positions maintains the momentum of Ultra's performance, despite market fluctuations.

 

Ultra has a broad customer base worldwide, with international sales now representing about three quarters of Group revenue. Ultra's activities in civil markets have significant potential for growth, as evidenced by the recent win in Oman for airport systems integration. For different reasons Ultra's main defence markets in the US and UK have experienced spending constraints that have deferred order intake. Despite this the Group has achieved underlying organic revenue growth although this has been at a lower rate than in recent years. In the same period the Group's operating margin has improved. Ultra's strategies for growth provide the Group with a resilient business model that underpins its performance in 2011 and beyond."

 

INTERIM MANAGEMENT REPORT

 

This Interim Management Report ("IMR") 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 IMR 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 IMR 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.

 

FINANCIAL RESULTS

 

Six months ended1 July 2011

£m

Six months ended2 July 2010

£m

Growth

Order book

- Aircraft & Vehicle Systems

214.7

212.7

+0.9%

- Information & Power Systems

449.6

200.6

+124.1%

- Tactical & Sonar Systems

368.2

418.8

-12.1%

Total order book

1,032.5

832.1

+24.1%

Revenue

- Aircraft & Vehicle Systems

80.61

89.3

-9.7%1

- Information & Power Systems

114.6

106.7

+7.4%

- Tactical & Sonar Systems

148.3

154.9

-4.3%

Total revenue

343.5

350.9

-2.1%1

Organic constant currency revenue growth

+1.0%

Headline operating profit

- Aircraft & Vehicle Systems

13.4

10.7

+25.2%

- Information & Power Systems

12.8

13.2

-3.0%

- Tactical & Sonar Systems

29.6

27.5

+7.6%

Total headline operating profit

55.8

51.4

+8.6%

Organic constant currency headline operating profit growth

+10.6%

Headline operating margin

- Aircraft & Vehicle Systems

16.6%

12.0%

- Information & Power Systems

11.2%

12.4%

- Tactical & Sonar Systems

20.0%

17.8%

Total headline operating margin

16.2%

14.6%

Finance charges*

(3.7)

(3.8)

-2.6%

Headline profit before tax

52.1

47.6

+9.5%

Operating cash flow*

37.6

40.3

Cash conversion*

67%

78%

Net debt* at period-end

10.1

17.4

Headline earnings per share

54.6p

50.0p

+9.2%

 

Notes

 

1 revenue reduced through accounting for the Group's main activities in the UAE as an associated undertaking*

 

operating cash flow* is cash generated by operations, less net capital expenditure, R&D and LTIP share purchases.

operating cash conversion* is cash generated by operations, less net capital expenditure, R&D and LTIP share purchases as % of profit from operations before the costs of acquisitions and amortisation of intangibles arising on acquisition.

net debt* comprises bank overdrafts and loans less cash and cash equivalents.

finance charges* exclude fair value movements on derivatives.

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.

associated undertaking*: Dascam's major activities became part of Al Shaheen, a joint-venture of which Ultra owns 49%. The enlarged Al Shaheen has been reported as an 'associated undertaking' with effect from 1 August 2010.

Revenue in the period was £343.5m (2010: £350.9m). Revenue was reduced by 3.4% due to exchange rate movements and, as previously advised, by £12.2m, equivalent to 3.5%, through accounting for the Group's main activities in the UAE as an associated undertaking*. Acquisitions added 3.8% to revenue while organic growth at constant currencies was 1.0%.

 

In the period Ultra maintained its internal reinvestment in the development of new business and products above 5% of revenue at £18.7m (2010: £17.7m).

 

Headline operating profit increased 8.6% to £55.8m (2010: £51.4m). Acquisitions contributed 3.1% while exchange rate translation reduced operating profit by 5.1%, resulting in underlying growth of 10.6%. The headline operating margin increased to 16.2% (2010: 14.6%) and would have been 15.7% were it not for accounting for the activities in the UAE as an associated undertaking*.

 

Headline profit before tax increased by 9.5% to £52.1m (2010: £47.6m), after net financing charges* of £3.7m (2010: £3.8m).

 

The Group's headline tax rate in the period was 28.0% (2010: 28.0%) and the increase in headline earnings per share was 9.2% at 54.6p (2010: 50.0p).

 

Reported profit before tax was £43.9m (2010: £35.7m). Ultra's IFRS profit before tax reflected the combined effects of the elements detailed below:

 

All £m

2011

2010

Headline profit before tax

52.1

47.6

 Amortisation of intangibles arising on acquisition

(10.9)

(10.4)

 Profit/(loss) on fair value movements on derivatives

3.5

(1.5)

 Acquisition-related costs

(0.8)

-

Reported profit before tax

43.9

35.7

 

The Group's balance sheet remains strong, with net debt of just £10.1m and with net interest payable on borrowings covered 21 times by headline operating profit. Operating cash flow in the period was £37.6m (2010: £40.3m), after the increased deficit-reduction payments for the UK pension scheme and reflecting the very strong cash conversion in the second half of 2010. Ultra had net debt* at the end of the period of £10.1m (2010: net debt of £17.4m).

 

The proposed interim dividend is 11.7p, an increase of 10%, which will be paid on 23 September 2011 to shareholders on the register on 19 August 2011.

 

The order book at the end of the period increased by 26% to £1,032.5m compared to £817.9m (£815.3m at constant currencies) at the end of 2010. This included the £207m contract for airport systems integration at two airports in Oman that was awarded at the end of the period.

 

 

REINVESTING FOR GROWTH

 

Ultra continued its programme of reinvestment to drive long-term growth. Investments in the year were in new products and services, in new business development and in acquisitions.

 

In the period, the Group supported the flight test programmes of the F-35 JSF, Boeing 787, Airbus A400M and Gulfstream G650 aircraft. The production phases of these programmes will contribute to Ultra's growth in the medium and long term. Ultra is also developing and qualifying advanced aircraft cockpit displays and engine instrumentation equipment for smaller aircraft. In the period the Group increased its investment in the development of the next generation of battlespace communications equipment. Examples include new systems and equipment aimed at enhancing the flow of real-time tactical information to the warfighter 'on the move'. Additionally, the Group is developing equipment that enhances the security and performance of modern tactical networks. Ultra's internal investment in the period totalled £18.7m (2010: £17.7m) and is focused on investments that will generate an attractive return for the Group in the medium and long term.

 

At the end of December 2010, Ultra acquired Adaptive Materials Inc. ('AMI') in Michigan, USA which is now part of the Aircraft & Vehicle Systems division. AMI has developed fuel cells that provide more electrical power in less space than competing technologies and run on propane, a fuel that is readily available worldwide. AMI has integrated well into the Group and the market-facing synergies that AMI has with other Group businesses are being developed.

 

In early 2011 the Group acquired 3eTI, a business in Maryland USA that designs, develops, markets and supports military grade wireless local area network access points, mesh networks, security software, and encryption technologies for military, government and commercial markets. It is part of Ultra's Tactical & Sonar Systems division. 3eTI's specialised capabilities are contributing to the Group's advanced communication system solutions that are under development.

 

 

OPERATIONAL REVIEW

 

Aircraft & Vehicle Systems

 

Revenue in Aircraft & Vehicle Systems was £80.6m (2010: £89.3m). Revenue was reduced by 3% due to exchange rate movements. There was a further revenue reduction of 14% reflecting the absorption, in order to enhance market access, of Ultra's main activities in the UAE into a local joint venture which is accounted for as an associated undertaking*. Acquisitions added 6% to revenue while organic growth at constant currencies was 1%. Headline operating profit increased by 25% to £13.4m (2010: £10.7m). These results include AMI, acquired in December 2010. The division's order book grew slightly to £214.7m (2010: £212.7m).

There was solid demand in the US for Ultra's HiPPAG airborne compressors used in stores ejection applications, offset by reductions in the period in the rate of production of hand controls for remote weapon systems. International sales of Magicard ID card printers increased as did demand in the UK for specialist high integrity manufacturing services. The operating margin improved to 16.6% (2010: 12.0%) reflecting, as anticipated, the improved US dollar hedged rate and accounting for activities in the UAE as an associated undertaking.

 

Highlights of activities in the period that will underpin continuing growth included:

 

·; excellent performance of Ultra's ice protection equipment in the flight test programmes of the Boeing 787 and F-35 Joint Strike Fighter aircraft

 

·; initial flights of UAVs powered by AMI's fuel cells. These substantially enhance the endurance of the UAVs compared to battery power and thereby increase their operational effectiveness

 

·; successful completion of the critical design review for Ultra's landing gear, steering and door controls for Mitsubishi's new regional jet aircraft

 

·; trials in Afghanistan of Ultra's enhanced robotic controller used with an unmanned ground vehicle for the elimination of roadside bombs

 

Information & Power Systems

 

Revenue in Information & Power Systems grew by 7% to £114.6m (2010: £106.7m). Revenue was reduced by 3% due to exchange rate movements. Acquisitions added 1% to revenue while organic growth at constant currencies was 9%. Headline operating profit reduced by 3% to £12.8m (2010: £13.2m) after increasing the bad debt provision. The division's order book grew substantially to £449.6m (2010: £200.6m), reflecting the recent airport IT contract award in Oman.

 

There was strong demand in the period for specialist sensors and control systems for military and civil nuclear reactors. In addition, sales increased of the Group's specialist electrical power controls for Royal Navy submarines and for passenger transit systems. These increases were partially offset by reduced demand, both in the US and internationally, for Ultra's traditional ADSI command and control systems.

 

Features of the division's performance in the period that will support continuing growth included:

 

·; selection to be the master systems integrator at two airports in Oman

 

·; receipt of a contract relating to the manufacture of multiple reactor control & instrumentation systems for Royal Navy submarines

 

·; selection to supply a new, enhanced on-board signature management system for the Canadian Navy's upgraded Halifax class frigates

 

·; approval as a vendor to supply EDF with specialist sensors for its nuclear reactors being built around the world

 

Tactical & Sonar Systems

 

Revenue in Tactical & Sonar Systems was £148.3m (2010: £154.9m). Revenue was reduced by 4% due to exchange rate movements. Acquisitions added 4% to revenue and there was an organic revenue reduction at constant currencies of 4%. Headline operating profit rose 8% to £29.6m (2010: £27.5m). These results include a contribution from 3eTI, acquired in January. The closing order book was £368.2m (2010: £418.8m), reflecting reduced order cover from the US DoD for tactical radios.

 

This is the Ultra division that was most affected in the period by defence procurement delays in the US that are explained under the market conditions section below. These impacted sales of tactical radios, network access equipment and sonobuoys leading to lower revenue overall for the division. The reduction was partially offset by higher activity levels on international sonar system developments in Australia and the Netherlands. Operating profit generally tracked sales volume and one-off redundancy costs were recognised in some businesses. The overall increase in operating margin reflected profit recognition at the end of some development contracts. In addition, the Canadian government has committed to making multi-year contributions to the costs of new product development for which there was a 'catch up' in the period relating to earlier activity.

 

Growth in future years will be underpinned by the following developments in 2011:

 

·; receipt of a contract to develop an additional advanced special purpose cryptographic unit

 

·; international orders for electronic warfare equipment

 

·; contracts to supply modern cockpit and engine instrumentation equipment for the upgrade of private aircraft

 

·; an initial award for an advanced wireless security and protection system for US Navy shipyards

 

 

MARKET CONDITIONS

 

Many countries worldwide are still in the process of addressing the economic and political consequences of high budget deficits and this is exerting downward pressure on government spending. Overall, however, budgets addressable by Ultra in a range of markets remain sufficiently large to give the Group headroom for further growth.

 

Defence and security

 

The level of international tension remains high, driven by the actions of rogue states and terrorist groups, political unrest and regional disputes. As a result, expenditure levels in Ultra's main defence and security market sectors remain high. The focus of a large part of this expenditure is on improving information superiority, command and control, unattended, long-life sensors and systems and secure communications. Ultra has strong and growing market positions in all of these areas, which should remain the focus of customer expenditure even as current military operations are scaled back.

 

In Ultra's main markets of the US and the UK, it is anticipated that 2011 will turn out to be an unusual year. For various reasons, the procurement process in both countries has been dislocated. In the US, the delay in the appropriation of the FY 2011 budget has meant that the planned level of progress on many programmes will not be made within the fiscal year with a consequential effect on the rate of contract placement. It is possible that this will impact the opening position for the following fiscal year. In the UK, the Ministry of Defence is undertaking a redesign of its entire procurement process, with the aim of achieving better value for money with fewer staff. While Ultra has benefitted from some contracts being let, the rate of defence procurement has not been as high as some may have anticipated.

 

Overall, it is likely that only a few new platforms will be commissioned in the US and UK in the near term. However this typically drives demand for upgrades in the military capability of existing platforms by way of advanced electronic solutions. Ultra's focus on innovation, agility and speed of response positions the Group well to benefit from new and redefined requirements in these areas.

 

The broader security and intelligence markets continue to develop as areas of preferential customer spend, driven by an increasing level of terrorist, organised crime and state-sponsored cyber activity globally. The additional funding announced in many countries for addressing the cyber threat emphasises the increasing focus on this element of security concern. Covert surveillance and legal intercept of electronic communications continue to be effective ways of identifying and negating the threat. Ultra has highly specialised capabilities in secure communications, networks and high grade cryptographic equipment and management systems. The Group has won competitive contracts in the UK and US to develop next generation solutions and is well positioned to benefit from demand for enhanced cyber warfare defences around the world.

 

Transport

 

Population growth, global trade and the proliferation of low cost airlines worldwide is driving demand for civil aircraft and infrastructure investment in mass passenger transport systems. Whilst investment decisions in some countries may be slowed by economic concerns, demand remains strong in the world's high-growth economies and Ultra continues successfully to win business in this area.

 

The long-term, worldwide increase in air travel drives investment in infrastructure including airport IT systems where Ultra has a strong capability. An example of such investment is at Muscat and Salalah airports in Oman, where Ultra will act as master systems integrator for the new terminals.

 

Elsewhere in the aviation sector, increases have been announced in production rates at both Boeing and Airbus reflecting their long order books. Demand for airliners has been particularly strong in the Asia Pacific region of the world. Sales of equipment for the Boeing 787, when it enters airline service, will be additive to the Group's performance.

 

Ground transport systems also require continuing investment in regions of high population density, a trend from which Ultra, with its specialist trackside power supplies, should benefit.

 

Energy

 

Around the world the strategic need to have secure access to an increasing amount of energy with a low carbon foot-print is driving a steady increase in the level of investment in civil nuclear power generation. This investment is in extending the life of existing plant as well as building new reactors. Ultra has niche capabilities in the supply of high integrity nuclear control systems and associated specialist sensors. The Group is therefore well placed to benefit as market opportunities develop globally.

 

The events at the Fukushima nuclear power station in Japan, following the tsunami in March, have sensibly led national nuclear regulatory bodies to initiate further nuclear safety reviews. While it is likely that this will lead to delays in new build projects, there is little evidence that the global nuclear renaissance will be abandoned.

 

On a smaller scale, the need for low cost, portable and clean power sources in the commercial trucking, remote industrial and recreational marine and automobile markets is driving interest in fuel cells. Ultra's innovative propane-powered fuel cells are well positioned in this regard.

 

 

RISKS AND UNCERTAINTIES

 

A number of potential risks and uncertainties exist which could have a material impact on the Group's performance in 2011 and beyond and which could cause actual results to differ materially from expected and historical levels. The directors do not consider that the principal risks and uncertainties have changed substantially since the publication of the Group's annual report for 2010. An explanation of the risks detailed below, and the robust business strategies that Ultra uses to manage and mitigate those risks and uncertainties, can be found on pages 31 to 33 of the annual report which is available for download at www.ultra-electronics.com/investors.

 

The defence sector contributes 80% of Ultra's revenue and there is pressure on defence budgets. Current projections are, however, that baseline budgets, excluding supplemental funds for continuing operations, will continue to grow slowly in the US. In the UK, however, it is clear that defence budgets are reducing. Nevertheless, the overall size of defence budgets worldwide, relative to the Group's revenue, provides sufficient headroom to support Ultra's continuing growth. In 2011 the normal defence procurement processes in the US and UK have been disrupted and it is likely that the impact thereof will continue in the short term.

 

There is a risk of programme delays or cancellations but this has always been a feature of the Group's markets. As no single programme represents more than 5% of Ultra's revenue in any year, the cancellation or curtailment of any single programme is unlikely to have a material impact on the Group.

 

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. There will be a favourable impact on profit in 2011 as the effective hedge rate for US dollars moves from $1.93:£1.00 in 2010 to $1.55:£1.00 in 2011. By their nature, currency translation risks cannot be mitigated.

 

 

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 record of delivering high quality profits growth

- the adequacy of Ultra's banking facilities (see also Note 16)

- Ultra's positions in growth sectors of its markets

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

- that the Group's order book value exceeds £1bn for the first time

- the risks as discussed above

 

 

PROSPECTS

 

Ultra has for many years pursued strategies to spread risk and provide a solid base on which to grow. The Group has created a broad portfolio of differentiated offerings that are specified on an increasing list of international platforms and programmes. Ultra is positioned at multiple levels in the supply chain and has a broad customer base that includes governments and most of the world's major prime contractors. The Group has maintained its focus on areas of preferential customer spend; Ultra specialises in electronics and integrated solutions, which are attracting an increasing proportion of customer budgets, even in periods of market uncertainty. These enduring customer relationships and long-term programme positions give resilience to Ultra's business model and maintain momentum in the Group's continuing progress, despite market fluctuations.

 

Ultra will maintain its consistent programme of reinvestment to drive further organic and acquisition growth in the medium and long term. Internally, the Group continues to reinvest in highly differentiated products and services that meet the operational needs of customers. This market-led innovation, agility and speed of response to changing market requirements provide a competitive edge that allows Ultra to succeed and to build long-term relationships with customers. The Group is increasing its exposure to specialist security and intelligence markets and has an extensive portfolio of offerings positioned on long-term new build and upgrade programmes. Ultra's strong balance sheet can support the purchase of businesses that would further enhance the Group's portfolio and to which ownership by Ultra would add value.

 

Ultra's strategy is to have a broad range of positions in many different market sectors. Accordingly, across the Group there is a mix of businesses with firm orders for multi-year programmes as well as annual contracts and other companies that typically only have order coverage for the next few weeks or months trading. Overall, the value of Ultra's order book has grown to more than £1bn for the first time.

 

Ultra has a broad customer base worldwide, with international sales now representing about three quarters of Group revenue. Ultra's activities in civil markets have significant potential for growth, as evidenced by the recent win in Oman for airport systems integration. Ultra's main defence markets in the US and UK have, for different reasons experienced, spending constraints that have deferred order intake. Despite this the Group has achieved underlying organic revenue growth in the period although this has been at a lower rate than in recent years. In the same period the Group's operating margin has improved. Ultra's strategies for growth provide the Group with a resilient business model that underpins its performance in 2011 and beyond.

 

- End -

Enquiries:

 

Ultra Electronics Holdings plc 020 8813 4321

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

Paul Dean, Group Finance Director

 

Media enquiries:

Susan Ellis, Senior Communications Adviser 07836 522722

James White, MHP Communications 020 3128 8756

 

 

Further information about Ultra:

 

Ultra Electronics is an internationally successful defence and aerospace 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 fifty distinct market or technology niches within its twenty six businesses. The diversity of niches enables Ultra to contribute to a large number of defence, aerospace and civil 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. 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, the major market sectors in which Ultra operates are:

battlespace IT, summarised as being the systems and equipment that allows coalition commanders to have an integrated, real-time picture of the disposition of friendly and enemy forces that is better than the one available to the enemy. This information superiority underpins rapid decision making which, together with effective command, control and communications, translates into military superiority. The use of battlespace IT is fundamental to the implementation of the military doctrines of 'network-centric warfare' or 'network-enabled capability' that are seen as transformational in the capability to win future battles. Expenditure on battlespace IT equipment therefore continues to represent an increasing share of the total defence budget in the main markets in which Ultra operates.

sonar systems, expanding Ultra's traditional world-leading airborne anti-submarine warfare capability into broader activities in the underwater battlespace. These include integrated ship and submarine sonar systems, persistent seabed-deployed sensor arrays, torpedo defence and sea mine disposal systems. The fact that over forty countries have, between them, more than four hundred highly capable, stealthy submarines is continuing to focus expenditure in this sector.

civil and military aircraft equipment, Ultra provides specialist sub-systems and equipment for military and civil aircraft. The main military aircraft programmes on which Ultra equipment is fitted continue to have political support, underpinned by consistent financial commitment. For civil aircraft, record order intake performance by all major aircraft manufacturers underpins increasing build rates for the medium term.

specialist defence equipment, including power conversion and signature systems for naval ships and submarines. Ultra's specialist capability in high integrity controls for submarine nuclear reactors is included in this sector, for which there is continuing commitment to new platforms and the upgrade of existing boats. Ultra also supplies advanced sub-systems for modern armoured vehicles including those for electrical power management, indirect vision and weapon control. The need for increased mobility and force protection is driving a number of large military vehicle procurements in Ultra's main markets.

specialist civil systems and equipment, including Ultra's advanced airport IT solutions. Airline passenger growth around the world is driving continuing expansion and upgrade of airport infrastructure. Ultra supplies trackside power equipment for rail transit systems, for which demand continues to be driven by the need to expand and upgrade rail networks. The UK market for nuclear power generation is expanding and Ultra's offering derived from its equivalent military capability is well positioned to benefit.

Ultra Electronics Holdings plc

Condensed Consolidated Income Statement

for the half-year ended 1 July 2011

 

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

Note

£'000

£'000

£'000

Continuing operations

Revenue

3

343,455

350,946

710,043

Cost of sales

(239,425)

(256,327)

(505,425)

Gross profit

104,030

94,619

204,618

Other operating income

9

1,131

943

Distribution costs

(340)

(406)

(1,121)

Administrative expenses

(59,838)

(53,745)

(113,781)

Share of profit from associate

1,629

-

2,558

Other operating expenses

(1,472)

(577)

(3,202)

Profit from operations

3

44,018

41,022

90,015

Headline operating profit

4

55,760

51,388

110,346

Amortisation of intangibles arising on acquisition

(10,942)

 

(10,366)

 

(20,331)

Acquisition-related costs

(800)

-

-

Profit from operations

44,018

41,022

90,015

Investment revenue

5

3,624

361

9,587

Finance costs

6

(3,705)

(5,694)

(8,293)

Profit before tax

43,937

35,689

91,309

Headline profit before tax

4

52,144

47,600

102,688

Amortisation of intangibles arising on acquisition

(10,942)

 

(10,366)

 

(20,331)

Acquisition-related costs

(800)

-

-

Profit/(loss) on fair value movements on derivatives

3,535

 

(1,545)

 

8,952

Profit before tax

43,937

35,689

91,309

Tax

7

(11,995)

(9,672)

(24,984)

Profit for the period from continuing operations attributable to equity holders of the parent

31,942

 

26,017

 

66,325

Earnings per ordinary share (pence)

From continuing operations

Basic

9

46.4

38.0

96.8

Diluted

9

46.2

37.8

96.2

 

 

 

Ultra Electronics Holdings plc

Condensed Consolidated Statement of Comprehensive Income

for the half-year ended 1 July 2011

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Profit for the period

31,942

26,017

66,325

Exchange differences on translation of foreign operations

(3,468)

10,198

9,868

Gain/(loss) on net investment hedges

838

(3,388)

(2,453)

Actuarial gain on defined benefit pension schemes

-

-

4,778

Loss on cash flow hedges

(73)

(645)

(1,013)

Transfer from profit and loss on cash flow hedges

861

960

2,224

Tax relating to components of other comprehensive income

-

 

-

 

(2,338)

Other comprehensive income for the period

(1,842)

7,125

11,066

Total comprehensive income for the period

30,100

33,142

77,391

 

 

Ultra Electronics Holdings plc

Condensed Consolidated Balance Sheet

as at 1 July 2011

 

 

At 1 July

 

At 2 July

At 31 December

2011

2010

2010

Note

£'000

£'000

£'000

Non-current assets

Goodwill

227,438

217,349

231,490

Other intangible assets

83,858

84,253

75,570

Property, plant and equipment

10

44,720

37,895

45,354

Interest in associate

5,219

1,177

3,668

Deferred tax assets

17,195

21,462

15,503

Derivative financial instruments

4,556

1,943

3,750

382,986

364,079

375,335

Current assets

Inventories

45,482

45,327

49,366

Trade and other receivables

11

178,668

151,731

158,003

Cash and cash equivalents

38,969

59,323

68,129

Derivative financial instruments

4,450

1,727

2,933

267,569

258,108

278,431

Total assets

3

650,555

622,187

653,766

Current liabilities

Trade and other payables

12

(197,476)

(171,621)

(206,093)

Tax liabilities

(14,546)

(17,058)

(18,847)

Derivative financial instruments

(1,413)

(7,839)

(3,411)

Obligations under finance leases

(98)

-

(129)

Bank loans

-

-

(49,992)

Short-term provisions

13

(16,904)

(14,428)

(17,086)

(230,437)

(210,946)

(295,558)

Non-current liabilities

Retirement benefit obligations

(77,390)

(79,013)

(78,464)

Other payables

12

(15,107)

(20,208)

(20,409)

Deferred tax liabilities

(11,520)

(14,181)

(11,217)

Derivative financial instruments

(440)

(4,394)

(442)

Obligations under finance leases

(179)

-

(183)

Bank loans

(48,794)

(76,709)

-

Long-term provisions

13

(8,326)

(12,711)

(4,358)

(161,756)

(207,216)

(115,073)

Total liabilities

3

(392,193)

(418,162)

(410,631)

Net assets

258,362

204,025

243,135

Equity

Share capital

14

3,440

3,427

3,436

Share premium account

42,121

39,587

41,134

Own shares

(2,581)

(1,085)

(2,653)

Hedging and translation reserve

14,237

16,262

16,867

Retained earnings

201,145

145,834

184,351

Total equity attributable to equity holders of the parent

258,362

204,025

243,135

Ultra Electronics Holdings plc

Condensed Consolidated Statement of Changes in Equity

for the half-year ended 1 July 2011

Equity attributable to equity holders of the parent

Share capital

£'000

 

Share premium account

£'000

Reserve for own shares

£'000

Hedging and translation reserve

£'000

Retained earnings

£'000

 

 

 

Total equity

£'000

Balance at 1 January 2011

3,436

41,134

(2,653)

16,867

184,351

243,135

Profit for the period

-

-

-

-

31,942

31,942

Other comprehensive income for the period

-

 

-

 

-

 

(2,630)

 

788

 

(1,842)

 

Total comprehensive income for the period

-

-

-

(2,630)

32,730

30,100

Own shares acquired

-

-

(422)

-

-

(422)

Disposal of own shares

-

-

494

-

(494)

-

Equity-settled employee share schemes

4

987

-

-

1,004

1,995

Dividend to shareholders

-

-

-

-

(16,446)

(16,446)

Balance at 1 July 2011

3,440

42,121

(2,581)

14,237

201,145

258,362

 

 

Equity attributable to equity holders of the parent

Share capital

£'000

 

Share premium account

£'000

Reserve for own shares

£'000

Hedging and translation reserve

£'000

Retained earnings

£'000

Total equity

£'000

Balance at 1 January 2010

3,420

38,313

(1,450)

9,452

133,731

183,466

Profit for the period

-

-

-

-

26,017

26,017

Other comprehensive income for the period

-

-

-

6,810

315

7,125

Total comprehensive income for the period

-

-

-

6,810

26,332

33,142

Disposal of own shares

-

-

365

-

(365)

-

Equity-settled employee share schemes

7

1,274

-

-

891

2,172

Dividend to shareholders

-

-

-

-

(14,755)

(14,755)

Balance at 2 July 2010

3,427

39,587

(1,085)

16,262

145,834

204,025

 

 

Equity attributable to equity holders of the parent

Share capital

£'000

 

Share premium account

£'000

Reserve for own shares

£'000

Hedging and translation reserve

£'000

Retained earnings

£'000

Total equity

£'000

Balance at 1 January 2010

3,420

38,313

(1,450)

9,452

133,731

183,466

Profit for the year

-

-

-

-

66,325

66,325

Other comprehensive income for the year

-

-

-

7,415

3,651

11,066

Total comprehensive income for the year

-

-

-

7,415

69,976

77,391

Own shares acquired

-

-

(1,569)

-

-

(1,569)

Disposal of own shares

-

-

366

-

(366)

-

Equity-settled employee share schemes

16

2,821

-

-

1,850

4,687

Dividend to shareholders

-

-

-

-

(22,006)

(22,006)

Tax on share-based payment transactions

-

-

-

-

1,166

1,166

Balance at 31 December 2010

3,436

41,134

(2,653)

16,867

184,351

243,135

 

Ultra Electronics Holdings plc

Notes to the Condensed Consolidated Interim Financial Statements

for the half-year ended 1 July 2011

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

Note

£'000

£'000

£'000

Net cash inflow from operating activities

15

24,497

33,792

99,281

Investing activities

Interest received

89

361

635

Purchase of property, plant and equipment

(4,366)

(4,745)

(15,526)

Proceeds from disposal of property, plant and equipment

20

 

2,846

 

3,813

Expenditure on product development and other intangibles

(1,596)

 

(770)

 

(3,214)

Acquisition of subsidiary undertakings (including acquisition costs)

(32,149)

(3,661)

 

(13,459)

Net cash acquired with subsidiary undertakings

-

-

385

Net cash used in investing activities

(38,002)

(5,969)

(27,366)

Financing activities

Issue of share capital

991

1,281

2,837

Purchase of Long-Term Incentive Plan shares

(422)

-

(1,569)

Dividends paid

(16,446)

(14,755)

(22,006)

Increase/(decrease) in borrowings

-

4,000

(22,068)

Loan syndication costs

(755)

(1,388)

(1,388)

Decrease/(increase) in loan to associate

1,681

-

(3,267)

Repayment of obligations under finance leases

(35)

(5)

(54)

New finance leases

-

-

361

Net cash used in financing activities

(14,986)

(10,867)

(47,154)

Net (decrease)/increase in cash and cash equivalents

(28,491)

16,956

24,761

Cash and cash equivalents at beginning of period

68,129

41,809

41,809

Effect of foreign exchange rate changes

(669)

558

1,559

Cash and cash equivalents at end of period

38,969

59,323

68,129

 

1. General information

 

The information for the year ended 31 December 2010 does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

 

These interim Financial Statements, which were approved by the Board of Directors on 29 July 2011, have not been audited or reviewed by the Auditors.

 

2. Accounting policies

The annual financial statements of Ultra Electronics Holdings plc are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The condensed consolidated financial statements included in this half-yearly financial report have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the European Union.

 

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual audited financial statements, except as described below.

 

The following Standards and interpretations were adopted as at 1 January 2011:

·; IAS 24 (revised) "Related Party Disclosure"

·; IFRIC 14 (amended) "Prepayments of a Minimum Funding Requirement"

·; IFRIC 19 "Extinguished Financial Liabilities with Equity Instruments"

The amendments do not affect the reported results or financial position.

 

 

3. Segment information

 

Six months to 1 July 2011

Six months to 2 July 2010*

External revenue

£'000

Internal revenue

£'000

 

Total

£'000

External revenue

£'000

Internal revenue

£'000

 

Total

£'000

Revenue

Aircraft & Vehicle Systems

80,623

8,599

89,222

89,372

1,855

91,227

Information & Power Systems

114,612

3,355

117,967

106,667

2,230

108,897

Tactical & Sonar Systems

148,220

10,830

159,050

154,907

9,782

164,689

Eliminations

-

(22,784)

(22,784)

-

(13,867)

(13,867)

Consolidated revenue

343,455

-

343,455

350,946

-

350,946

 

 

 

Six months to 1 July 2011

Aircraft & Vehicle Systems

£'000

Information & Power Systems

£'000

Tactical & Sonar Systems

£'000

Total

£'000

Headline operating profit

13,350

12,845

29,565

55,760

Amortisation of intangibles arising on acquisition

(2,156)

(3,906)

(4,880)

(10,942)

Acquisition-related costs

(77)

(104)

(619)

(800)

Profit from operations

11,117

8,835

24,066

44,018

Investment revenue

3,624

Finance costs

(3,705)

Profit before tax

43,937

Tax

(11,995)

Profit after tax

31,942

 

 

Six months to 2 July 2010*

Aircraft & Vehicle Systems

£'000

Information & Power Systems

£'000

Tactical & Sonar Systems

£'000

Total

£'000

Headline operating profit

10,605

13,244

27,539

51,388

Amortisation of intangibles arising on acquisition

(1,330)

(4,506)

(4,530)

(10,366)

Profit from operations

9,275

8,738

23,009

41,022

Investment revenue

361

Finance costs

(5,694)

Profit before tax

35,689

Tax

(9,672)

Profit after tax

26,017

 

 

Year to 31 December 2010

Aircraft & Vehicle Systems

£'000

Information & Power Systems

£'000

Tactical & Sonar Systems

£'000

Total

£'000

Headline operating profit

23,420

27,533

59,393

110,346

Amortisation of intangibles arising on acquisition

(2,491)

(8,858)

(8,982)

(20,331)

Profit from operations

20,929

18,675

50,411

90,015

Investment revenue

9,587

Finance costs

(8,293)

Profit before tax

91,309

Tax

(24,984)

Profit after tax

66,325

 

 

 

 

 

 

 

At 1 July

2011

 

At 2 July 2010*

At 31 December 2010

£'000

£'000

£'000

Total assets by segment

Aircraft & Vehicle Systems

142,124

153,056

152,083

Information & Power Systems

216,110

139,911

202,170

Tactical & Sonar Systems

227,151

244,765

209,198

585,385

537,732

563,451

Unallocated

65,170

84,455

90,315

Total assets

650,555

622,187

653,766

 

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

 

 

At 1 July 2011

 

At 2 July 2010*

At 31 December 2010

£'000

£'000

£'000

Total liabilities by segment

Aircraft & Vehicle Systems

54,386

58,323

68,225

Information & Power Systems

71,864

59,223

70,890

Tactical & Sonar Systems

111,840

101,422

109,143

238,090

218,968

248,258

Unallocated

154,103

199,194

162,373

Total liabilities

392,193

418,162

410,631

 

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

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Revenue by geographical destination

United Kingdom

98,632

86,306

192,140

Continental Europe

26,678

30,653

67,093

Canada

13,259

9,383

19,429

USA

156,759

177,502

354,920

Rest of World

48,127

47,102

76,461

343,455

350,946

710,043

 

During the period to 1 July 2011 there was one direct customer (2010:one) that individually accounted for greater than 10% of the Group's turnover. Sales to this customer during the period were £88m (2010: £106m).

 

*In 2010, the Manufacturing & Card Systems business was moved from the Group's Information & Power Systems division into the Group's Aircraft & Vehicle Systems division. The prior period segmental analysis has therefore been restated to reflect this change to ensure that the presentation is on a consistent basis.

4. Additional performance measures

 

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

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Profit from operations

44,018

41,022

90,015

Amortisation of intangibles arising on acquisition

10,942

10,366

20,331

Acquisition-related costs

800

-

-

Headline operating profit

55,760

51,388

110,346

Profit before tax

43,937

35,689

91,309

(Profit)/loss on fair value movements on derivatives

(3,535)

1,545

(8,952)

Amortisation of intangibles arising on acquisition

10,942

10,366

20,331

Acquisition-related costs

800

-

-

Headline profit before tax

52,144

47,600

102,688

Cash generated by operations (see note 15)

43,924

42,980

122,847

Purchase of property, plant and equipment

(4,366)

(4,745)

(15,526)

Proceeds on disposal of property, plant and equipment

20

2,846

3,813

Expenditure on product development and other intangibles

(1,596)

(770)

(3,214)

Purchase of Long-Term Incentive Plan shares

(422)

-

(1,569)

Operating cash flow

37,560

40,311

106,351

 

Headline operating profit has been shown before acquisition-related costs and the amortisation of intangible assets arising on acquisitions, which relates to acquired intellectual property, customer relationships and profit in acquired order book. To maintain a consistent presentation of financial performance over the longer term, these charges have been excluded from headline operating profit. Headline profit before tax and headline earnings per share (see note 9) have also been presented before these adjustments.

 

IAS 39 requires the Group to 'fair value' the derivative instruments used to manage Ultra's foreign exchange exposures. This creates volatility in the valuation of the outstanding instruments as exchange rates move over time. This will have minimal impact on profit over the full term of the instruments, but can cause significant volatility on particular balance sheet dates. Headline profit before tax and headline earnings per share (see note 9) are stated before changes in the valuation of foreign currency derivative instruments so that the headline operating performance of the Group can be seen more clearly.

 

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, Ultra 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. The Group 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 understatement of the true cash cost of sustaining a growing business.

 

5. Investment revenue

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Interest income

89

361

635

Fair value movement on derivatives

3,535

-

8,952

3,624

361

9,587

 

6. Finance costs

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Amortisation of finance costs of debt

408

220

507

Interest payable on bank loans and overdrafts

1,425

1,518

2,655

Interest payable on finance leases

10

-

5

Transfers to equity on cash flow hedges

861

960

2,224

Total borrowing costs

2,704

2,698

5,391

Retirement benefit scheme finance cost

1,001

1,451

2,902

Fair value movement on derivatives

-

1,545

-

3,705

5,694

8,293

 

7. Tax

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Current tax

United Kingdom

7,317

4,933

9,030

Overseas

7,779

9,086

20,153

15,096

14,019

29,183

Deferred tax

United Kingdom

(1,319)

(1,934)

683

Overseas

(1,782)

(2,413)

(4,882)

(3,101)

(4,347)

(4,199)

Total tax charge

11,995

9,672

24,984

 

From 1 April 2011 the standard rate of UK corporation tax reduced from 28% to 26% and UK deferred tax balances have been re-measured at this rate as the decrease was substantively enacted on 29 March 2011. The UK government has also announced its intention to reduce the main rate of corporation tax by 1% per annum to 23% by 1 April 2014. These further proposed rate reductions had not been substantively enacted at the balance sheet date and are therefore not reflected in these interim financial statements. The proposed reductions in the rate are expected to be enacted separately each year.

 

8. Ordinary dividends

 

Six months

Six months

to 1 July

to 2 July

2011

2010

£'000

£'000

Final dividend for the year ended 31 December 2010 of 24.0p (2009: 21.6p) per share

16,446

14,755

Proposed interim dividend for the year ended 31 December 2011 of 11.7p (2010: 10.6p) per share

8,022

7,251

 

The interim 2011 dividend of 11.7 pence per share will be paid on 23 September 2011 to shareholders on the register at 19 August 2011. It was approved by the Board after 1 July 2011 and has not been included as a liability at 1 July 2011.

9. Earnings per share

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

Pence

pence

pence

From continuing operations

Basic headline (see below)

54.6

50.0

107.9

Diluted headline (see below)

54.3

49.7

107.3

Basic

46.4

38.0

96.8

Diluted

46.2

37.8

96.2

 

The calculation of the basic, headline and diluted earnings per share is based on the following data:

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Earnings

Earnings for the purposes of earnings per share being profit for the period from continuing operations

31,942

26,017

66,325

Headline earnings

Profit for the period from continuing operations

31,942

26,017

66,325

(Profit)/loss on fair value movements on derivatives (net of tax)

(2,581)

1,097

(6,403)

Amortisation of intangibles arising on acquisition (net of tax)

7,605

7,153

14,035

Acquisition related costs (net of tax)

582

-

-

Earnings for the purposes of headline earnings per share

37,548

34,267

73,957

 

The weighted average number of shares is given below:

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

Number of shares used for basic earnings per share

68,777,674

68,501,769

68,535,805

Number of shares deemed to be issued at nil consideration following exercise of share options

388,101

401,036

379,546

Number of shares used for fully diluted earnings per share

69,165,775

68,902,805

68,915,351

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

Headline profit before tax

52,144

47,600

102,688

Tax rate applied for the purposes of headline earnings per share

28.0%

28.0%

28.0%

 

10. Property, plant and equipment

 

During the period, the Group spent £4.4m on the acquisition of property, plant and equipment. The Group did not make any significant disposals during the period.

11. Trade and other receivables

 

 

At 1 July

 

At 2 July

At 31 December

2011

2010

2010

£'000

£'000

£'000

Trade receivables

88,740

89,273

93,758

Provisions against receivables

(2,270)

(948)

(961)

Net trade receivables

86,470

88,325

92,797

Amounts due from contract customers

62,548

37,854

44,093

Prepayments & other receivables

29,650

25,552

21,113

178,668

151,731

158,003

 

12. Trade and other payables

 

 

At 1 July

 

At 2 July

At 31 December

2011

2010

2010

£'000

£'000

£'000

Amounts included in current liabilities:

Trade payables

60,151

61,664

70,566

Amounts due to contract customers

62,589

35,723

50,065

Other payables

74,736

74,234

85,462

197,476

171,621

206,093

Amounts included in non-current liabilities:

Amounts due to contract customers

4,889

2,378

2,947

Other payables

10,218

17,830

17,462

15,107

20,208

20,409

 

13. Provisions

 

 

Warranty

Contract related

 

Total

£'000

£'000

£'000

At 2 July 2010

8,167

18,972

27,139

At 31 December 2010

7,903

13,541

21,444

At 1 July 2011

8,274

16,956

25,230

Included in current liabilities

7,281

9,623

16,904

Included in non-current liabilities

993

7,333

8,326

8,274

16,956

25,230

 

 

14. Share capital

 

89,224 shares, with a nominal value of £4,461 have been allotted in the first six months of 2011 under the terms of the Group's various share option schemes. The aggregate consideration received by the Company was £991,343.

 

15. Cash flow information

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Profit from operations

44,018

41,022

90,015

Depreciation of property, plant and equipment

4,711

4,076

8,385

Amortisation of intangible assets

12,155

11,553

23,088

Acquisition costs

800

-

-

Cost of equity-settled employee share schemes

1,004

891

1,850

Increase in post employment benefit obligation

325

65

2,843

Profit on disposal of property, plant and equipment

(5)

-

(38)

Share of profit of associate

(1,629)

-

(2,558)

Pension deficit payments

(2,400)

-

-

Increase/(decrease) in provisions

3,858

4,054

(1,728)

Operating cash flow before movements in working capital

62,837

61,661

121,857

Decrease in inventories

4,505

6,714

4,232

Increase in receivables

(21,388)

(29,308)

(28,828)

(Decrease)/increase in payables

(2,030)

3,913

25,586

Cash generated by operations

43,924

42,980

122,847

Income taxes paid

(17,190)

(6,780)

(18,823)

Interest paid

(2,237)

(2,408)

(4,743)

Net cash inflow from operating activities

24,497

33,792

99,281

 

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

 

Six months

Six months

Year to

to 1 July

to 2 July

31 December

2011

2010

2010

£'000

£'000

£'000

Net (decrease)/increase in cash and cash equivalents

(28,491)

16,956

24,761

Cash outflow/(inflow) from decrease/(increase) in debt and finance leasing

 

35

(3,995)

21,761

Change in net debt arising from cash flows

(28,456)

12,961

46,522

Amortisation of finance costs of debt

(408)

(220)

(507)

Loan syndication costs

755

1,388

1,388

Translation differences

182

(2,830)

(893)

Movement in net debt in the period

(27,927)

11,299

46,510

Net cash/(debt) at start of period

17,825

(28,685)

(28,685)

Net (debt)/cash at end of period

(10,102)

(17,386)

17,825

Net (debt)/cash comprised the following:

 

At 1 July

2011

 

At 2 July

2010

At 31 December

2010

£'000

£'000

£'000

Cash and cash equivalents

38,969

59,323

68,129

Bank loans

(48,794)

(76,709)

(49,992)

Finance leases

(277)

-

(312)

(10,102)

(17,386)

17,825

 

16. Going Concern

 

On 28 January 2011 the Group entered into a new £90m banking facility which is provided by a small group of banks led by the Royal Bank of Scotland. This facility provides revolving credit over a five year period and is denominated in Sterling, Australian dollars, Canadian dollars, Euros or US dollars. This facility is in addition to the Group's existing £120m Revolving Credit Facility and a £15m overdraft facility.

 

After making due enquiries, and in accordance with the FRC's "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009", the Directors view is that the Group has adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing these condensed consolidated half year financial statements.

 

 

17. Acquisitions

3e Technologies International

 

On 1 February 2011, the Group acquired the entire share capital of 3e Technologies International (3eTI) for cash consideration of £19.3m. A further £0.6m is payable if certain key employees remain with the business for an agreed period. This additional consideration will be expensed to the income statement over the retention period in line with the requirements of IFRS 3.

 

3eTI designs, develops, markets and supports military grade wireless local area network access points, mesh networks, security software and encryption technologies. Its range of products adds to Ultra's portfolio of specialist capabilities related to secure networking, communication and cyber security.

 

The fair values of the net assets acquired have been revised since the provisional figures stated in the post balance sheet events note of the 31 December 2010 year end accounts and are stated as follows:

 

Book value

Revaluations

Provisional fair value

£'000

£'000

£'000

Intangible assets

79

9,928

10,007

Property, plant and equipment

232

-

232

Inventories

957

-

957

Receivables

2,352

-

2,352

Payables

(2,086)

(3,502)

(5,588)

Net assets acquired

1,534

6,426

7,960

Goodwill arising on acquisition

11,382

Purchase consideration

19,342

 

The revenue and profit contributions from 3eTI were approximately £6.7m and £0.8m respectively in the period from the date of acquisition to 1 July 2011.

 

The goodwill arising on the acquisition is attributable to the value of synergies arising from the acquisition, the acquiree's assembled workforce and future profits arising from access to new markets.

Acquisition costs of £0.2m were charged to the income statement during the half year. If the above acquisition had been completed on the first day of the financial year the Group revenues for the period would have been £344.3m and the Group would have reported a profit of £55.6m.

 

Fair value adjustments to prior year acquisitions - Adaptive Materials Inc.

 

On 31 December 2010, the Group acquired the entire share capital of Adaptive Materials Inc. (AMI) for cash consideration of £18.0m. AMI designs and manufactures portable power solutions in the 50W to 300W range. Its products can be used in the defence market in a number of different applications adding a further niche capability to the Group.

 

The fair values of the net assets acquired have been revised since the provisional figures stated in the 31 December 2010 year end accounts and are stated as follows:

 

Book value

Revaluations

Provisional

fair value

£'000

£'000

£'000

Intangible assets

-

9,962

9,962

Property, plant and equipment

1,075

-

1,075

Inventories

58

-

58

Receivables

631

-

631

Payables

(911)

-

(911)

Net assets acquired

853

9,962

10,815

Goodwill arising on acquisition

7,170

Purchase consideration

17,985

 

The goodwill arising on the acquisition is attributable to the value of synergies arising from the acquisition, the acquiree's assembled workforce and future profits arising from access to new markets and technologies.

 

 

18. Other matters

 

Seasonality

TheGroup's financial results have not historically been subject to significant seasonal trends.

 

Related party transactions

At 1 July 2011, a loan of £1,496,000 (2 July 2010: £nil) was due from Al Shaheen Adventure LLC (ASA), the Group's 49% equity accounted investment. During the period repayments of £1,681,000 were received in respect of this loan. A small amount of trading also occurs with ASA, in the normal course of business and on an arms length basis. Balances are settled on normal trade terms and the amounts outstanding at 1 July 2011 were insignificant.

 

There were no other significant related party transactions, other than the remuneration of key management personnel during the period.

 

 

 

 

 

 

 

RESPONSIBILITY STATEMENT

 

We confirm that to the best of our knowledge:

(a) these condensed financial statements have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting";

(b) this half year report includes a fair review of the information required by Disclosure and Transparency Rule (DTR) 4.2.7R (indication of important events during the period and description of principal risks and uncertainties for the remainder of the financial year); and

(c) this half year report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

 

By order of the Board

 

 

 

 

Rakesh Sharma Paul Dean

Chief Executive Group Finance Director

29 July 2011

 

 

 

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