TIDMULE
RNS Number : 5152V
Ultra Electronics Holdings PLC
15 April 2021
15 April 2020
Ultra Electronics Holdings plc
("Ultra" or the "Company")
Publication of Annual Report, Sustainability Report and Notice
of AGM
Further to the release of Ultra's preliminary results
announcement on 9 March 2021, the Company's Annual Report and
accounts for the year ended 31 December 2020 ("Annual Report and
Accounts 2020"), 2020 Sustainability Report and Notice of Annual
General Meeting ("AGM") 2021 have today been published on the
Company's website: www.ultra.group .
Copies of the Annual Report and Accounts 2020, Notice of AGM
2021 and proxy form for the AGM will be posted to shareholders
today and have been submitted to the National Storage Mechanism;
https://data.fca.org.uk/#/nsm/nationalstoragemechanism where they
will shortly be available for inspection.
The AGM of the Company will be held at 12.00 noon on 12 May 2021
at the Company's office: 4(th) Floor, 35 Portman Square, London W1H
6LR.
Given current Government restrictions on gatherings in relation
to Covid-19, we are proposing to hold the AGM with the minimum
attendance required to form a quorum, together with any other
person whose attendance is necessary for the conduct of the
meeting. A webcast of the AGM will be broadcast to shareholders who
wish to follow the formal proceedings of the meeting. Shareholders
are strongly encouraged to exercise their vote by submitting their
proxies well in advance of the deadline.
The Company is taking these precautionary measures to safeguard
its shareholders' and employees' health and make the AGM as safe
and efficient as possible. Further details of how to register for,
and access, the webcast and how to vote by proxy are contained in
the Notice of AGM.
In compliance with DTR 6.3.5, the following information is
extracted from the 2020 Annual Financial Report and should be read
together with Ultra's Final Results announcement issued on 9 March
2019 which can be found at www.ultra.group . Together these
constitute the information required to be communicated to the media
in unedited full text through a Regulatory Information Service.
This information is not a substitute for reading the full Annual
Report and Accounts 2020.
Principal risks and uncertainties
We manage risk to support our ONE Ultra strategy
The identification and management of risk is a core element of
the way we operate in Ultra's businesses. We consider risk when we
evaluate the market environment, assess business opportunities and
review delivery of performance against objectives.
The Board has overall responsibility for ensuring an effective
system of risk management, governance and internal controls. The
Board reviews risk as part of its strategy review process and, as
part of standard cadence in a year, reviews the Group's key and
emerging risks, and the controls and indicators to manage them.
The risk management framework underpins Ultra's approach to
managing risk effectively. The framework facilitates the proactive
review and management of existing and emerging risks through the
identification, measurement, control and reporting of risk that can
undermine the business model, future performance, solvency or
liquidity of the Group. As part of this, we:
-- identify the causes and drivers of a risk and accountability
for its management
-- identify the potential consequences of each risk through
analysis of likelihood and consequences, before and after the
impact of specific controls
-- analyse the speed to impact of risks to aid prioritisation,
recognising that it is often the pace with which a risk
crystallises that impairs a business's ability to mitigate and
control it
-- articulate the specific controls and warning indicators in
place or being strengthened to manage and mitigate a risk
Day-to-day ownership of risk sits with business and functional
management, under the regular review of the Executive Team to whom
the Board have delegated principal responsibility for risk
oversight. As Ultra implements its transformation programmes in
2021 and beyond, risk management and effective controls are key
drivers in the development of our new structures, polices and
processes as we transition to ONE Ultra.
Risk assurance
Ultra's management, Audit Committee and Board receive
independent assurance on our key risks and controls through
Internal Audit reviews which are outsourced and conducted by PwC.
Outputs of the risk process are an input to the Internal Audit
plan, focusing review activity on recognised priority risks.
Twice-yearly financial control reviews are conducted across all
five SBUs and global shared services, chaired by the CFO with
Internal Audit represented, to provide additional assurance,
oversight and accountability for the management of risk and
controls.
Risk appetite statement
The Group's objective to generate long-term sustainable value
for all stakeholders is reflected in Ultra's appetite for risk,
which is reviewed annually. Ultra has a low risk appetite in
situations where its culture, reputation or financial standing may
be adversely affected. However, the Group does consider taking
higher risks where the opportunity is seen to outweigh the
potential risks, provided that appropriate levels of mitigating
controls are in place. Where safety may be compromised, Ultra has
zero tolerance. The Executive Team and Board assessed specific risk
appetite in relation to Ultra's key and principal risks in 2020,
assessing appetite as risk tolerant (where greater risk can be
effectively managed to deliver high return with established
confidence), risk balanced (where additional investment in control
is supported by the business case) or risk averse (where Ultra
invests to minimise the risk threat, in areas such as compliance
risks).
Principal risks
In line with developing guidance on risk reporting, we have
focused our statement on principal risks to those that are current
and/or particular to Ultra, either through the nature of our sector
or business model, or because factors or circumstances have
elevated more generic risks in Ultra's current business
environment. In addition to the principal risks identified below,
Ultra also actively manages risks assessed as a lower, but not to
say insignificant, level. These potential risks are often common to
listed businesses and include business interruption risks (where in
2020 Ultra demonstrated very effective management of the Covid-19
outbreak), talent retention and recruitment risks (which has also
been reducing for Ultra as our ONE Ultra HR programmes roll-out)
and health, safety and environment risks (which are seen as a
priority for excellence rather than principal risk), which have
been reported on externally in previous years.
SWOT Analysis
Strengths
-- World-leading domain technology/capability
-- Specialist sub-system engineering and design expertise
-- Established customer relationships with opportunities for
solution expansion and share gain
-- Long-cycle, growing defence markets
-- Business model generates high returns on capital
-- Asset-light, high capital return model with broad technology,
platform and product exposure
-- Strong cash generation for re-investment
Weaknesses
-- Historically no value-focused strategy
-- Inconsistent execution and delivery
-- Resistance to change
-- Disaggregated systems and processes
-- Historic lack of investment discipline
-- Underinvestment in people, processes and infrastructure
-- Limited collaboration
-- Technology silos and duplication/inefficient resource
usage
Opportunities
-- Core domain expertise in customer priority areas for
'five-eyes' markets
-- Greater strategic engagement potential for improved
execution
-- ONE Ultra and parenting advantage efficiency and
effectiveness
-- Values differentiation
Threats
-- Political change/defence spending reduction from Covid-19
governmental refinancing
-- Increasing regulation/compliance burden
-- Failure to deliver necessary wide-scale change for
transformation
-- Long-term contract bid error
-- Execution error on large, long-term programmes
-- Compliance failure
-- Unknown impact on businesses of global environment change
Defence Sector Cycle Risk Increased risk (medium
term)
Defence spending by governments can fluctuate cyclically depending
on economic conditions, change of government policy or political
considerations, budgetary constraints, and changes to national and
global threats.
Risk appetite:
Tolerant
Potential impact
Lower defence spending by the Group's major customers could have
a material impact on the Group's future results and financial conditions.
Mitigation commentary/examples
-- The Group is geographically spread across the USA, UK and international
defence markets
-- We develop and maintain strong relationships with customers,
governments and stakeholders differentiating through our domain
expertise
-- Long-term nature of specialist defence contracts
-- We seek to position the Group to access the higher-growth parts
of the market
Comment, changes and outlook
As the key inherent risk for our chosen sector, there is a higher
risk tolerance recognising that we are well placed to manage risks
which are at the core of what we do.
Growth in global tensions and instability is raising defence priorities
for national governments in our key markets in the short term. This
may be offset in the medium term if, following the economic impact
of Covid-19, defence spending is impacted for a period in key markets
as governments seek to reduce Covid-19-driven deficits. This drives
an increasing potential risk assessment beyond 2022.
Geopolitical Risk Reducing risk
---------------------------
With our focus on the defence sector, geopolitical factors could
lead to an unfavourable business climate for defence spending or
restrict the access of overseas suppliers to national markets.
Risk appetite:
Balanced
Potential impact
Political change in a major end-customer country such as the USA
could impact revenue flows from cancellation of defence programmes
or reduction in future programmes for political reasons, or a change
of supplier selection conditions on defence contracts.
Mitigation commentary/examples
-- The Group proactively monitors the political environments affecting
our key markets
-- We develop and maintain strong relationships with customers,
governments and stakeholders differentiating through our domain
expertise
-- Diversified operations with local manufacturing in our target
market countries
-- Diversification of end customers in multiple countries
-- Long-term nature of defence contracts and domain expertise
Comment, changes and outlook
Balanced risk appetite, with additional controls investment where
justified.
As well as carrying elements of risk, changes in the geopolitical
and threat environment for our 'five-eyes' markets can also carry
opportunity as our key customers draw on areas of our domain expertise
in their response to a changing threat environment.
Uncertainty has reduced with the finalisation of the US election,
and while Brexit was not a key risk for Ultra, agreement on arrangements
for relevant trading areas post Brexit has improved the ability
to plan for and manage future opportunities.
Bid and Contract Risk Reducing risk
---------------------------
Across Ultra's businesses, a major proportion of revenues are generated
through contracts which are long term in nature and subject to complex
terms and conditions. Contracts include commitments relating to
pricing, quality and safety, technical and customer requirements,
and product servicing.
Risk appetite:
Balanced
Potential impact
A failure to fully recognise contract risks or to anticipate technical
challenges and estimate costs accurately or other incorrect assumptions
at the outset of a contract can lead to unexpected liabilities,
increased outturn costs and reduced profitability.
Mitigation commentary/examples
-- Business bid and contract management processes
-- Legal reviews of contract terms and conditions
-- Contract-specific risk assessments
-- Clear delegation of authority/escalation criteria for approvals
-- Reviews of contract performance
Comment, changes and outlook
Balanced risk appetite, with additional controls investment where
justified.
Our investment in enhancing our internal professional legal team
continued in 2020, improving our capability to tailor contract risk
reviews to Ultra's risk appetite compared with more generic external
legal reviews. The implementation of standardised bid and contract
policies and processes, and the pooling of capability and the alignment
of similar businesses under the ONE Ultra banner are in place and
will bed in during 2021.
Programme Risk Reducing risk
---------------------------
Many of the programmes entered into by Ultra are complex and long
term and are subject to various performance conditions which must
be adhered to throughout the programme. Poor management of such
programmes brings risks related to:
-- delays in product development or launch schedules
-- failure to meet customer specifications or predict technical
problems
-- inability to deliver to contract terms
-- inability to manage programme costs or forecast accurately
Risk appetite:
Risk averse
Potential impact
Ineffective programme management could result in damage to customer
relationships or cancellation of a contract resulting in claims
for loss and reputational damage. Poor performance against a contract
could also undermine the Group's ability to win future contracts
and could result in cost overruns and significantly lower returns
than expected.
Mitigation commentary/examples
-- Strengthened programme capability and processes
-- Newly implemented ONE Ultra programme management policy in 2020,
replacing local diverse business policies
-- Formal review and escalation framework
-- Review and approval of key programmes by SBU management teams,
the Executive Team and the Board
-- 'Lessons learned' and best practice sharing
-- Inspection of programmes by customers
Changes and outlook
Focus on investment in strong controls for a key enabling process;
risk averse.
The standardisation of programme management policies and tools was
rolled out in 2020 as part of the ONE Ultra implementation, standardising
our approach to programme management and its control framework.
Additionally, the business reorganisation effective from the start
of 2021 brings alignment of specialist resources and simplified
management and oversight.
We also have a successful programme of supporting our Programme
Managers to become accredited by the Project Management Institute.
Delivering Change Increased risk (short
term)
---------------------------
The ability to continuously improve and transform our business in
line with our ONE Ultra strategy is vital for business success.
Effective delivery of major or concurrent change programmes with
minimal effect on business as usual is a key component of Ultra's
drive to deliver our strategy and support operational improvement.
Risk appetite:
Balanced
Potential impact
Transformation programmes may not be delivered on time, or costs
may increase. The expected benefits of change from programmes may
not be realised. Under-resourcing may lead to management distraction
from business as usual. Structural change may impact employee morale.
Mitigation commentary/examples
-- Change programme management policy, procedures and controls
-- Executive sponsorship of all major programmes
-- Bi-weekly Executive Team review of transformation programmes
-- Investment in dedicated professional transformation resource
and leadership
Changes and outlook
Balanced risk appetite, with additional controls investment where
justified; increased current investment reflects scale and scope
of current change activity.
We have strengthened capability around change management, together
with our methodology for measuring the amount of change required
by each project and the change management initiatives required to
effect the change.
Security and Cyber Risks Increased risk
---------------------------
As a key partner to our customers, Ultra has custody of classified
information. The incidence and sophistication of cyber crimes continue
to rise. The effective management and protection of information
and Ultra's security and IT systems are necessary to prevent the
compromise of secure information, intellectual property or our people's
personal data.
Risk appetite:
Risk averse
Potential impact
Reputational damage to Ultra as a highly regarded partner in the
event of compromise of classified information or intellectual property.
This could lead to loss of business opportunities with removal of
government approval to work on classified programmes. Regulatory
action or civil/contractual penalties could result from loss of
personal data, a partner's intellectual property or classified information.
Mitigation commentary/examples
-- Consolidation of CORVID Protect as specialist internal cyber
security resource
-- As a business-to-business provider with minimal personal data,
Ultra's conventional cyber risk profile for personal data loss is
naturally mitigated
-- Intellectual property is addressed in the bid and contract management
process, and protected through information security policies, procedures
and systems
-- Security clearance processes are in place for all employees
-- Established physical security processes are implemented at all
sites
-- US defence business governance framework in place using US Social
Security Administration and Proxy Board vehicles
-- Independent security reviews by defence departments and customer
s
Changes and outlook
Focus on investment in strong controls for a key enabling capability;
risk averse.
The focus of CORVID Protect as an internal professional specialist
cyber resource was instrumental in enabling secure, effective remote-working
capabilities during Covid-19, enabling 60% or more of staff to work
securely from home at peak lockdown periods, despite an increased
general business cyber risk environment. Investment in and implementation
of improved, standardised secure systems through 2021 is a key enabler
of the ONE Ultra strategy. This will drive mitigation of the increasing
levels of risk in the global cyber environment.
Governance, Compliance & Internal Controls Reducing risk
---------------------------
In common with other businesses in our sector, the Group operates
in a highly regulated environment across multiple jurisdictions
and is subject to a range of regulatory, governance and compliance
requirements. Retrospective compliance changes (for example, tax)
or a failure in the framework of internal controls could result
in penalties, liabilities or reputational damage.
Risk appetite:
Risk averse
Potential impact
Key impacts from specific relevant controls/events, all of which
carry the potential for reputational damage are:
-- Financial rules and standards compliance - failure to comply
in key areas such as revenue recognition could result in adjustments
that undermine results
-- Breach of defence contractor financial compliance rules in a
key market such as the USA or UK, could lead to financial/participation
penalties and/or reputational damage
-- Trade compliance - failure to comply with export controls or
defence-specific requirements such as US International Traffic in
Arms Regulations controls could result in regulatory action and
penalties
-- Anti-bribery and corruption (ABC) - failure to comply with multiple
jurisdiction rules in relation to public sector contracts directly
or through intermediaries could result in regulatory action and
penalties
Mitigation commentary/examples
-- Corporate and business-level controls policies, procedures and
systems
-- Internal expert corporate teams in key functional areas
-- IT system controls
-- Controls and compliance reviews by management and independent
providers
-- Specialist advisers
Changes and outlook
As an international defence supplier, investment in strong compliance
controls are key to our standing as a responsible and reputable
supplier to governments; risk averse.
2020 has seen continued investment in professional roles and capabilities
for guidance and oversight in our key industry compliance areas
including trade compliance, defence contractor compliance and ABC.
While recognising the increasing demands of the compliance environment,
the assessment of the net risk as reducing reflects the marked improvements
in our compliance controls framework. New ONE Ultra processes and
systems in finance and key compliance areas, with strengthened and
hard-wired controls, will continue to roll out in 2021 as part of
our transformation programmes.
Pensions No significant change
---------------------------
The Group's UK defined benefit pension scheme needs to be managed
to ensure it does not become a serious liability for the Group.
There are a number of factors including investment returns, long-term
interest rate and price inflation expectations, and anticipated
members' longevity that can increase the liabilities of the scheme.
Risk appetite:
Risk averse
Potential impact
Any increase in the deficit may require additional cash contributions
and thereby reduce the available cash for the Group.
Mitigation commentary/examples
-- Annual accounting and triennial pension valuations are in place
and any issues that may arise are highlighted to the Board
-- The Pension Trustees and the Company actively consider pension
risk reduction activities such as liability matching, lower risk
investment strategy and hedging
-- The Board undertakes regular pension strategy reviews
Changes and outlook
Investment in the management of pension risk takes account of prudent
specialist advice; risk averse. Periodic professional review and
reports from advisers as the risk environment changes are in place
as indicators for this legacy cash risk.
The pension scheme has continued to increase the hedging of its
liabilities and the de-risking of its investment strategy. There
is no change to this risk.
HEALTH, SAFETY AND ENVIRONMENT RISKS AND OPPORTUNITIES
ONE Ultra ONE Safety:
Think Safe, Act Safe, be Ultra Safe
As the Group transforms itself to ONE Ultra, our approach to the
management of health and safety risks is moving from a localised
model to one with ONE Ultra ONE Safety at its heart. Programmes,
developed through consultation with our businesses in 2020, will
roll out in 2021 to align our management of safety risk with a
unified management system and global toolset. While Ultra's
operating environment is relatively benign from a health and safety
perspective, it is our aim to seize the opportunity to develop a
true safety culture, aligned to our ASPIRE values, where every
individual recognises their ownership, and the contribution they
can make to achieving excellence in safety, reflecting Ultra's zero
tolerance to safety risk.
Global Environment Risk
Ultra recognises that a compliance-focused approach to
environmental risks is neither appropriate nor will it fit with our
CSR priorities. In line with our newly launched ASPIRE values,
environmental priorities are a key pillar of our sustainability
plan to be the best environmental custodians we can be, as part of
an opportunity to differentiate ourselves for all our stakeholders
through our values as well as wider business capability and
performance. While environmental factors are not yet recognised as
a current principal risk, they feature on our wider risk radar. We
see here an opportunity for excellence and anticipate that they
will become an emergent key risk in coming years as we commit to
environmental targets and support global initiatives on climate
change and environmental improvement.
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, which includes the
Directors of the Group, is set out below in aggregate for each of
the categories specified in IAS 24: Related Party Disclosures.
Further information about the remuneration of individual Directors
is provided in the audited part of the Directors' Remuneration
Report on page 92.
2020 2019
GBPm GBPm
----------------------------- ----- -----
Short-term employee benefits 5.5 5.1
----------------------------- ----- -----
Post-employment benefits 0.3 0.4
----------------------------- ----- -----
Termination benefits 0.4 0.2
----------------------------- ----- -----
Share-based payments 3.1 4.3
----------------------------- ----- -----
9.3 10.0
----------------------------- ----- -----
Statement of going concern
The Directors have a reasonable expectation that the Group has
adequate resources for a period of at least 12 months from the date
of approval of the financial statements and have therefore assessed
that the going concern basis of accounting is appropriate in
preparing the financial statements, and that there are no material
uncertainties to disclose.
Ultra's net debt at 31 December 2020 was GBP85.8m (2019:
GBP154.8m) including GBP37.7m (2019: GBP41.2m) of lease liability.
The Group's committed lending facilities amount to GBP401.2m in
total and comprise loan notes in issue to Pricoa of GBP50m and
$70m, and a revolving credit facility (RCF) of GBP300m that is
denominated in Sterling, US Dollars, Canadian Dollars, Australian
Dollars or Euros. The RCF is provided by a group of eight
international banks and, in certain acquisition scenarios, permits
an additional GBP150m 'accordion' which is uncommitted and subject
to lender consent. The Group also has access to GBP5.0m and $2.5m
net overdrafts. The financing facilities are used for balance sheet
and operational needs, including the funding of day-to-day working
capital requirements. The maturity profile for the Group's
committed lending facilities is as follows:
Facility Expiry
------------- -------------
RCF GBP50m November 2023
------------- -------------
RCF GBP250m November 2024
------------- -------------
Pricoa GBP50m October 2025
------------- -------------
Pricoa $40m January 2026
------------- -------------
Pricoa $30m January 2029
------------- -------------
Though global macro-economic conditions remain uncertain with
continued uncertainty arising from impacts of the Covid-19 pandemic
(detail on the potential risks to the Group associated with this
are set out on pages 55-57), the Group's ability to continue
trading successfully in 2020 during the pandemic, the long-term
nature of Ultra's business and its positioning in attractive
sectors of its markets, taken together with the Group's forward
order book, provide a satisfactory level of confidence in respect
of trading in the year to come.
Directors' responsibility statement
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
are required to prepare the Group financial statements in
accordance with IFRSs as adopted by the European Union and Article
4 of the International Accounting Standards Regulation (IAS) and
have elected to prepare the Company's financial statements in
accordance with UK Generally Accepted Accounting Practice (UK
Accounting Standards and applicable law) including FRS 101. Under
company law, the Directors must not approve the accounts unless
they are satisfied that they give a true and fair view of the state
of affairs and of the profit or loss of the Company, as well as the
undertakings included in the consolidation for that period.
In preparing the Company's financial statements, the Directors
are required to:
-- Select suitable accounting policies and then apply them
consistently
-- Make judgements and accounting estimates that are reasonable
and prudent
-- State whether applicable UK Accounting Standards have been
followed subject to any material departures disclosed and explained
in the financial statements
-- Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will not
continue in business
In preparing the Group financial statements, International
Accounting Standard 1 requires that Directors:
-- Properly select and apply accounting policies
-- Present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information
-- Provide additional disclosures, when compliance with the
specific requirements in IFRS are insufficient, to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance
-- Make an assessment of the Company's ability to continue as a
going concern
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the Group's
website www.ultra.group. Legislation in the UK governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
We confirm that, to the best of our knowledge, taken as a
whole:
-- The financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole
-- The strategic report includes a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation,
together with a description of the principal risks and
uncertainties that they face
-- The Annual Report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's position,
performance, business model and strategy
By order of the Board
Louise Ruppel
General Counsel and Company Secretary
Enquiries:
Ultra Electronics Holdings plc
Gabby Colley, Head of Investor 07891 206239
Relations Investor.relations@ultra-electronics.com
MHP Communications 020 3128 8570
Tim Rowntree / James Bavister
/ Pete Lambie
About Ultra:
Ultra provides application-engineered solutions in the key
elements of mission critical and intelligent systems. Through
innovative problem solving, using sustainable capabilities, and
evolving technologies, we deliver outstanding solutions to our
customers' most complex problems in defence, security, critical
detection and control environments.
www.ultra.group
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END
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