TIDMSNR
RNS Number : 1686G
Senior PLC
02 March 2015
Results for the year ended 31 December 2014
11% increase in adjusted PBT at constant currency. Group outlook
remains encouraging.
FINANCIAL HIGHLIGHTS Year ended 31 December % change % change
(constant
currency)
2014 2013
------------------------------------- ------------ ----------- ---------- -----------
REVENUE GBP820.8m GBP775.1m +6% +11%
------------------------------------- ------------ ----------- ---------- -----------
OPERATING PROFIT GBP89.6m GBP93.3m -4% +2%
ADJUSTED OPERATING PROFIT (1) GBP111.6m GBP107.6m +4% +10%
ADJUSTED OPERATING MARGIN (1) 13.6% 13.9% -0.3ppts -0.2ppts
------------------------------------- ------------ ----------- ---------- -----------
PROFIT BEFORE TAX GBP80.6m GBP83.8m -4% +2%
ADJUSTED PROFIT BEFORE TAX (1) GBP102.6m GBP98.1m +5% +11%
------------------------------------- ------------ ----------- ---------- -----------
BASIC EARNINGS PER SHARE 15.25p 17.22p -11%
ADJUSTED EARNINGS PER SHARE (1) 19.84p 19.00p +4%
------------------------------------- ------------ ----------- ---------- -----------
TOTAL DIVIDENDS (PAID AND PROPOSED)
PER SHARE 5.63p 5.12p +10%
------------------------------------- ------------ ----------- ---------- -----------
FREE CASH FLOW (2) GBP57.8m GBP63.8m -9%
------------------------------------- ------------ ----------- ---------- -----------
NET DEBT (2) GBP105.0m GBP59.2m GBP45.8m
increase
------------------------------------- ------------ ----------- ---------- -----------
(1) Before acquisition costs of GBP0.6m (2013 - GBP0.4m), amortisation
of intangible assets arising on acquisitions of GBP7.2m (2013
- GBP4.2m), impairment of inventory relating to the suspended
L85 aircraft programme of GBP1.8m (2013 - GBPnil), restructuring
costs of GBP1.5m (2013 - GBP1.9m), goodwill impairment charge
of GBP9.4m (2013 - GBP12.7m), reversal of contingent consideration
payable of GBPnil (2013 - GBP3.8m) and pension curtailment charge
of GBP1.5m (2013 - GBP1.1m gain).
(2) See Notes 11b and 11c for derivation of free cash flow and of
net debt, respectively.
The Group's principal exchange rates for the US dollar and the Euro,
applied in the translation of revenue, profit and cash flow items
at average rates were $1.65 (2013 - $1.57) and EUR1.24 (2013 - EUR1.18),
respectively. The US dollar and Euro rates applied to the balance
sheet at 31 December 2014 were $1.56 (2013 - $1.66) and EUR1.29 (2013
- EUR1.20), respectively.
Group Highlights
- A healthy set of results delivering continued growth
- Adjusted profit before tax of GBP102.6m, 5% ahead of prior year
(11% on a constant currency basis)
- Strong organic growth in large commercial aerospace and North
American heavy trucks
- Good cash flows resulted in a prudent level of net debt, after
funding the Upeca acquisition
- Upeca brings new capabilities and geographic exposure to the
Group
- Full year dividend proposed to increase by 10%
- New CEO, David Squires, appointed and joining Senior on 1(st)
May 2015
- Group outlook remains encouraging
Commenting on the results, Mark Rollins, Chief Executive of
Senior plc, said:
"2014 was another year of healthy progress. Adjusted profit
before tax increased by 5% and adjusted earnings per share by 4%,
largely driven by organic revenue growth in large commercial
aerospace, a good performance from the Flexonics Division and the
first contribution from Upeca, which was acquired in April 2014.
Continued positive operating cash flows resulted in a net debt to
EBITDA ratio of 0.8 times at year-end, leaving the Group well
placed for future organic and acquisitive growth. This strong
financial position, combined with a healthy outlook for the Group's
most important market sector, large commercial aircraft, gives the
Board the confidence to recommend a 10% increase in the full year
dividend for 2014."
For further information please contact:
Mark Rollins, Group Chief Executive, Senior plc 01923 714738
Derek Harding, Group Finance Director, Senior
plc 01923 714722
Bindi Foyle, Head of Investor Relations & Leadership
Development, Senior plc 01923 714725
Philip Walters, Finsbury 020 7251 3801
This Release represents the Company's dissemination announcement
in accordance with the requirements of Rule 6.3.5 of the Disclosure
and Transparency Rules of the United Kingdom's Financial Services
Authority. The full Annual Report & Accounts 2014, together
with other information on Senior plc, may be found at:
www.seniorplc.com
The information contained in this Release is an extract from the
Annual Report & Accounts 2014, however, some references to Note
and page numbers have been amended to reflect Note and page numbers
appropriate to this Release.
The Directors' Responsibility Statement has been prepared in
connection with the full Financial Statements and Directors' Report
as included in the Annual Report & Accounts 2014. Therefore,
certain Notes and parts of the Directors' Report reported on are
not included within this Release.
Note to Editors
Senior is an international manufacturing Group with operations
in 14 countries. It is listed on the main market of the London
Stock Exchange (symbol SNR). Senior designs, manufactures and
markets high technology components and systems for the principal
original equipment producers in the worldwide aerospace, defence,
land vehicle and energy markets.
Cautionary Statement
This Release 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 the Release and they
should be treated with caution due to the inherent uncertainties
underlying any such forward-looking information.
CHAIRMAN'S STATEMENT
"Senior delivered a HEALTHY performance during 2014 AND IS WELL
POSITIONED FOR THE FUTURE"
2014 Performance
Senior delivered another year of progress in 2014, with adjusted
profit before tax increasing to GBP102.6m, up 5%, or 11% on a
constant currency basis, over the prior year. This was mainly due
to encouraging organic revenue growth in the large commercial
aerospace and North American heavy-duty truck markets, operational
improvements in the Flexonics Division and inclusion of the newly
acquired Upeca Technologies ("Upeca"). Elsewhere, the previously
discussed challenges and costs associated with the
industrialisation of new aerospace programmes continued throughout
the year and certain industrial markets, such as Brazil and Europe,
remained weak. Further, on 20 January 2015, Bombardier informed all
of its suppliers of the suspension of its Learjet 85 ("L85")
business jet programme which resulted in the Group taking non-cash
non-recurring exceptional charges of GBP1.8m and recognising a
GBP9.4m goodwill impairment in 2014.
Group cash generation was good, with free cash flow of GBP57.8m
for the year resulting in a strong financial position for the Group
at the end of 2014. Accordingly, the Board is proposing a final
dividend of 3.96 pence per share which would bring total dividends,
paid and proposed, for 2014 to 5.63 pence per share. The increase
of 10% over 2013 is ahead of the increase in adjusted earnings per
share reflecting the Group's encouraging prospects and dividend
cover of 3.5 times.
These underlying results reflect Senior's strong niche market
positions, its focus on tough-to-make, highly engineered products
and the continued emphasis on serving its customers by delivering
excellent operational performance where on-time delivery, quality
and value are all key measures.
Acquisitions
As well as growing organically, Senior seeks to increase
shareholder value through the acquisition of capabilities adjacent
to its existing portfolio. This strategy continued in 2014 with the
acquisition of Upeca, a Malaysian-based manufacturer of
high-precision engineered components serving the aerospace and
energy sectors. Upeca has two manufacturing facilities in Malaysia,
one selling to the aerospace industry and the other to the energy
market, and a third facility in China, which specialises in energy
applications. Upeca employs around 650 people and the Board is
delighted to welcome these employees to the Group.
Sustainability
Environmental stewardship and corporate responsibility are
values core to Senior and performance in these areas is
increasingly important to our investors, customers and employees.
As the Group expands, the responsibility to improve the
environmental performance and strengthen the focus on safety within
newly acquired businesses is a key operational aim. Consequently,
this year's annual report includes examples of how Senior creates
value through its acquisitions by making them more efficient,
environmentally responsible and safer businesses. This year the
Group achieved its long-term goal of improving the energy
efficiency of its operations, the single largest component of
Senior's carbon-footprint, and remains on track to achieve its
long-term target for safety.
Changes to the Board
In August 2014, it was announced that Mark Rollins, Group Chief
Executive, had decided to retire from a full-time executive career
during the first half of 2015. Following a thorough recruitment
process, undertaken by the Board's independent directors, David
Squires was announced as his successor in January this year.
David joins Senior from Cobham plc ("Cobham"), where he is
currently its Chief Operating Officer. David will join Senior and
the Board on 1 May 2015 as Group Chief Executive-designate, before
taking over as Group Chief Executive on 1 June 2015 when Mark
Rollins leaves the Group. David clearly has the depth and breadth
of experience, together with the personality and drive, to lead
Senior through the next stage of its development. I am confident
Senior will continue to make strong progress under his leadership.
In particular, his 25 years of experience in the global aerospace
and defence industry, working in both developing and larger
organisations, will be a significant benefit to Senior as it grows
and increases its profile with its customers.
Mark Rollins has made an enormous contribution to Senior in a
career spanning 17 years, including 15 years on the Board,
initially as Group Finance Director and then, for the past seven
years, as Group Chief Executive. In this time, Senior has been
transformed from a lowly rated, industrial conglomerate to a
quality global engineering business, focused on the aerospace,
defence, land vehicle and energy markets. The Group's financial
performance and market capitalisation have increased significantly
during this period and Mark leaves the Group in good health, with
encouraging prospects for continued, long-term growth. On behalf of
the Board, I would like to thank Mark for his dedicated and
successful service throughout his Senior career and to wish him all
the very best for a long and fulfilling retirement.
Employees
Senior's continued strength is a reflection of the quality of
the people within the Group. Senior now employs over 7,400 people
with around 1,200 located in Asia, demonstrating the
ever-increasing global nature of the Group. On behalf of the Board,
I would like to thank all of the Group's employees for their
significant contribution to Senior's success over the past
year.
Strategy
The Group continues to operate in its five strategic market
sectors: three in Aerospace (Fluid Conveyance Systems, Gas Turbine
Engines and Structures) and two in Flexonics (Land Vehicle Emission
Control and Industrial Process Control), with each strategic market
sector offering deliverable growth opportunities. The Group's
strategy has proven to be successful over recent years and, whilst
evolving as the Group gets larger and market conditions change, it
continues to provide a solid foundation for the Group's future
growth aspirations.
Outlook
Overall, progress is expected to be made across the Group's
operations during 2015, with the growing large commercial aircraft
market, the healthy North American heavy-truck market and the
Group's growing presence in Asia being the anticipated key drivers.
The challenges associated with the successful industrialisation of
new aerospace programmes and weak industrial sales in Brazil and
Europe are, however, expected to continue into 2015. In addition,
the recent suspension by Bombardier of its L85 business jet
programme is expected to have an adverse impact on the ongoing
performance of one of the Group's smaller aerospace operations.
Looking further ahead, a number of new aerospace programmes
going into production and build-rate increases, together with
economic recovery and expected market share gains in both the
Aerospace and Flexonics Divisions, mean the outlook for Senior
remains encouraging.
CHARLES BERRY
Chairman
CHIEF EXECUTIVE'S STATEMENT
"2014 SAW CONTINUED progress in delivering the Group's strategy,
LEAVING senior WITH ENCOURAGING PROSPECTS FOR THE FUTURE"
2014 Financial Results Summary
Constant
2014 2013 Change currency
----------------------------- ---------- ---------- ---------- ---------- ---
Revenue GBP820.8m GBP775.1m +6% +11% (1)
Adjusted operating profit GBP111.6m GBP107.6m +4% +10% (2)
Adjusted operating margin 13.6% 13.9% -0.3ppts -0.2ppts (3)
Adjusted profit before tax GBP102.6m GBP98.1m +5% +11%
Adjusted earnings per share 19.84p 19.00p +4%
Total dividend per share 5.63p 5.12p +10%
Free cash flow GBP57.8m GBP63.8m -9%
GBP46m
Net debt GBP105.0m GBP59.2m increase
----------------------------- ---------- ---------- ---------- ---------- ---
(1) Organic revenue (excluding acquisitions) increased by 5% on a
constant currency basis.
(2) Organic adjusted operating profit (excluding acquisitions) increased
by 4% on a constant currency basis.
(3) Organic adjusted operating margin (excluding acquisitions) is
13.7% (2013 - 13.8% on a constant currency basis).
The Group delivered another healthy set of results in 2014, with
the commercial aerospace market continuing to see strong growth and
demand improving in the Group's North American heavy-truck market.
Group revenue increased by GBP45.7m (5.9%) to GBP820.8m (2013 -
GBP775.1m). Excluding a year-on-year unfavourable exchange impact
of GBP37.1m, underlying revenue from organic operations, excluding
acquisitions, increased by 5.4% on a constant currency basis.
Adjusted operating profit increased by GBP4.0m (3.7%) to
GBP111.6m (2013 - GBP107.6m). Incremental operating profit from
acquisitions of GBP5.2m was more than offset by an unfavourable
exchange impact of GBP5.7m. Organic adjusted operating profit
increased by 4.4%, on a constant currency basis, mainly due to the
increase in organic operations' revenue and operational
improvements in the Flexonics Division. This more than offset the
costs associated with the ongoing industrialisation of new
aerospace programmes, although the Group's adjusted operating
margin of 13.6% in 2014 (2013 - 13.9%) was impacted.
Group reported operating profit decreased by 4.0% to GBP89.6m
(2013 - GBP93.3m). A reconciliation between reported and adjusted
operating profit is included in the Financial Review.
The underlying tax rate in 2014 was 19.5% (2013 - 19.7%) and
adjusted earnings per share increased by 4.4% to 19.84 pence (2013
- 19.00 pence).
The Group continues to be strongly cash generative and delivered
free cash flow of GBP57.8m in 2014 (2013 - GBP63.8m), after net
capital expenditure of GBP30.9m (2013 - GBP28.8m). The level of net
debt at the end of 2014 was GBP105.0m (2013 - GBP59.2m), higher
than at the start of the year primarily due to the acquisition of
Upeca in April 2014 for GBP74.4m. The year end net debt level
represents 0.8 times EBITDA and leaves the Group well placed to
fund future organic and acquisitive growth.
Delivery of Group Strategy
The Group continued to make good progress during 2014 in
delivering its strategy.
The acquisition of Upeca in April strengthens Senior's presence
for aerospace and energy products in the fast-growing Asian region,
enabling the Group to better meet its customers' requirements for
in-region suppliers and cost-competitive solutions. Upeca has two
manufacturing facilities in Malaysia, one selling to the aerospace
industry and the other to the energy market, and a third facility
in China, which specialises in energy applications.
Organic investment in growing market share and winning new
programmes remains a key strategic focus for Senior. The Group's
customers increasingly operate on a global basis and it is
important that Senior is able to support them across the world. In
Asia, construction work is well advanced on the new 196,000 sq.ft.
facility in Thailand, with GBP1m invested in 2014 and a further
GBP9m expected over the next two years. This facility, which will
include processing capabilities, is scheduled to be operational in
the middle of 2015. In India, the Group has recently signed a lease
on a new 26,000 sq.ft. facility to support a recently won EGR
cooler contract for a customer who has established a new production
operation in India. It is anticipated that GBP1m will be invested
during 2015 to support this programme. In North America, an
additional 59,000 sq.ft. leased facility has been constructed for
the Group's SSP operation in California to meet the future A320neo
and CSeries production demands. GBP0.3m was invested during the
year and a further GBP3.7m is anticipated to be required over the
next two years. In July 2014, the Group announced that it was to
set up a satellite factory adjacent to Boeing's facility in South
Carolina, to assemble Boeing 787 parts. This facility opened in
February 2015 and represents an investment of around GBP1m. More
generally across the Group, investment in production equipment to
meet the growing volumes in the commercial aerospace industry is
increasing, with the next 12 months expected to see capital
expenditure levels running at a modestly higher rate than
recently.
Operating in successful end markets and being aligned with the
right customers is key to Senior's future growth prospects. The
Group's most important market is large commercial aircraft, now
representing 38% of Group sales, where Boeing and Airbus
collectively delivered 1,352 aircraft in 2014, 6% more than the
prior year, and booked a record 2,888 net orders. Their combined
order book of 12,175 aircraft represents a very healthy nine years'
production at current build rates, meaning good growth can be
expected in the future.
In industries where customers have choices with whom they do
business, Senior's on-time delivery and quality record and its
cost-competitiveness are key to the Group gaining market share and
winning work on new programmes. Accordingly, great focus is placed
at each operation on using Lean principles, such as Kaizen events,
to deliver operational improvements to reduce costs, improve
product flow, optimise use of resources and improve safety.
Senior's financial strength allows the Group to remain at the
forefront in this regard with increases in the shipset value on the
B737, B787, A320, A330, B777, A380 and A350 during 2014. This was
achieved as new awards and the inclusion of Upeca more than offset
the effects of customer pricing pressures. Furthermore, the Group
now has 20% more content on the B737 MAX and 37% more on the
A320neo than the current B737 and A320 aircraft, respectively,
providing tangible evidence of Senior's success in delivering its
strategy.
Recruiting and developing good leaders is arguably the most
critical aspect to the Group's future success. Senior's culture is
one of empowered entrepreneurial leadership operating within a
fixed control framework, where timely communication of both good
and bad news is expected, and success is recognised and fairly
rewarded. Over the past six years, the Group Development Programme,
which is personally important to me, has been successfully expanded
and increasingly focused on leadership development. During 2014,
the Programme was further enhanced with the introduction of a
senior executive programme for potential future leaders and
"Driving Innovation" workshops for all of the Group's operating
company CEOs, both held in conjunction with Ashridge Business
School.
Corporate Responsibility
Corporate responsibility is a key part of how we do business at
Senior and I am pleased to report continued progress in 2014.
We continue to improve our people training and development
programmes and are increasing our cross-Group collaboration and
sharing of best practices. During the year, we introduced a Zero
Harm initiative which is designed to further strengthen and embed
the Group's safety culture. Whilst 2014's safety record showed a
marginal decline compared to the prior year, the Group's sustained
focus on safety has resulted in the 2014 lost time injury rate
being only 59% of the level reported in 2006, when the current
safety programme was introduced.
Senior further reduced its carbon emissions in 2014, on an
underlying basis excluding the acquisition of Upeca, and the
environmental metrics also demonstrated healthy improvement, as the
Group invested to reduce energy and water consumption.
Sustainability drives demand for many of our services and operating
in an ethical and responsible manner is integral to our customer
relationships.
The Group actively encourages its businesses to invest and
support local communities and sponsor good causes and I am
particularly proud of our staff for the contributions that they
have made locally during 2014.
Retirement
After 15 years on the Board of Senior plc, I have, as announced
in August 2014, taken the personal decision to retire from Senior
and a full-time executive career. The Board has now appointed my
successor, David Squires, and I will be leaving the Group at the
end of May 2015. Whilst every business has challenges, it is
pleasing to be leaving at a time when Senior is in good financial
shape, with encouraging future prospects and a capable and stable
management team in place. In David, the Group has a new leader with
the requisite personality, experience and energy to drive the
business forward and I wish him the very best for the future.
Senior has come a long way in recent years and is a
well-respected name in the industries in which it participates,
something I take great pleasure in having been lucky enough to be
part of. This achievement is largely down to the high calibre of
Senior's employees and I would like to take this opportunity to
personally thank my colleagues, both past and present, for their
hard work, dedication and support throughout my many enjoyable
years at Senior.
Market Conditions
The production ramp-up of the A350, together with Boeing's and
Airbus's plans to increase the build rates of their B787, B737 and
A320 aircraft, mean the outlook for the large commercial aerospace
sector, the Group's most important market, is both strong and
visible. In particular, the Group can expect to benefit from the
greater content it has on the new-engine versions of the
high-volume narrow-bodied aircraft, the A320neo and B737 MAX, which
are scheduled to enter service in 2015 and 2017, respectively;
production of the A330 is, however, planned to decrease in 2016.
Having world-class aerospace facilities in Asia is also expected to
lead to increases in market share. Consequently, the Group was
pleased to achieve recent contract awards on the A350 and A320 at
the newly acquired Upeca facility in Malaysia, and to be
progressing as planned in bringing additional A350 and B787 work
into production in Thailand during 2015. Against this growing
backdrop, pricing pressure remains a challenge, but is being
managed in line with expectations.
Elsewhere in the Aerospace Division, the Group expects to
benefit from the entry into service of Bombardier's CSeries
aircraft, on which the Group has significant content, towards the
end of 2015. Senior also has good content on the Mitsubishi
Regional Jet and Embraer E2-Jet, which are scheduled to enter
service in 2017 and 2018, respectively. After some difficult years,
the outlook for military and defence, representing 12% of Group
sales in 2014, appears to be stabilising with the rate of decline
reducing in the second half of 2014. Whilst Western Government
spending in the military arena remains under pressure, increasing
build rates on programmes such as the Joint Strike Fighter and the
A400M military transporter should at least provide partial
mitigation in the future.
New product introductions and build-rate ramps are constant
themes across the Aerospace Division, with the challenges they
bring expected to continue to impact a number of Senior's
businesses, particularly SSP, during 2015 as the costs of the
development activities are expensed as incurred. In addition,
Bombardier's decision to suspend activity on its L85 business jet
programme is expected to have an adverse impact on the Group's
small Composites business based in Wichita, USA.
In Flexonics, the outlook for Senior's "on-highway" land vehicle
operations remains encouraging, with volumes of heavy-duty trucks
and passenger vehicles increasing in a number of the Group's key
markets during 2014 and expected to do so, albeit at a slower rate,
in 2015. Visibility of "off-highway" land vehicles for use in
agricultural markets and mining operations is less clear as the
slowing GDP growth rate in China impacts commodity prices. These
lower commodity prices are, however, likely to benefit the Group as
stainless steel prices remain relatively benign. The recent decline
in the oil price, the ongoing difficulties at Petrobras and
increased uncertainty in the eurozone means some softening in the
Group's industrial activity is anticipated, particularly in Brazil
and Germany. Nevertheless, given a solid order-book, the first half
of 2015 should see healthy sales of large expansion joints in North
America. Over the longer term, environmental legislation continues
to tighten, which can be expected to provide greater demand for
many of the Flexonics Division's products.
Around 80% of the Group's profits are generated outside of the
UK and, consequently, exchange rates can significantly affect the
Group's results. Although the likely effect of foreign exchange
movements is difficult to predict, the impact is expected to be
beneficial at current exchange rates.
Outlook
Staying focused on customer alignment, operational excellence
and our people, will enable Senior to continue to grow organically.
In addition, Senior's cash-generative nature and strengthening
market and financial position provide a solid platform from which
the Group can continue to pursue acquisitive growth opportunities
to complement its existing portfolio.
Overall, progress is expected to be made across the Group during
2015 and, at current exchange rates, the Board anticipates the
Group to perform in line with its expectations. Senior also remains
well positioned to make further progress in 2016 and beyond.
Mark Rollins
Group Chief Executive
DIVISIONAL REVIEW
AEROSPACE DIVISION
Senior continues to enjoy strong demand from the large
commercial aircraft sector, where order books are at record levels.
The regional jet market is showing signs of improvement, while the
business jet market remains satisfactory. As anticipated, after
recent declines, the military and defence sector is now
stabilising.
Capabilities
-- Design and manufacture of systems for delivery of air, hydraulic
fluids and fuel to critical airborne system functions in composite
and metallic materials.
-- Design and manufacture of maintenance-free solutions for harsh
operating environments.
-- Precision machining of complex products and assemblies for airframe
structures and systems.
-- Provision of engine core, ancillary systems and related structural
products to major gas turbine engine manufacturers.
-- Manufacturing hot- and cold-formed components, complex fabricated
assemblies and thermal insulation heat shields and systems.
-- Global footprint enables in-region supply and cost-competitive
solutions.
Large commercial aircraft
-- Organic revenue growth of 10%, underpinned by market share gains
and increasing build rates of Airbus and Boeing large commercial
aircraft platforms.
-- Upeca acquisition brings new capabilities and geographic exposure.
-- Boeing delivered 114 B787s in 2014 with production now at 10
per month, moving to 12 per month in 2016.
-- Record net order intake for Boeing and Airbus in 2014, not only
for the re-engined B737 MAX and A320neo, but also the current
engine versions of these platforms.
-- Build rate of A320 to increase to 50 per month in 2017 and B737
to increase to 52 per month in 2018.
-- First Airbus A350 was delivered in December 2014, with 32 expected
in 2015.
-- At current build rates it will take over nine years to fulfil
existing OEM order books.
Regional and business jets
-- Organic revenue from regional jet sector increased by 11%, with
improvements coming from the Bombardier CRJ series and Superjet
100.
-- Senior's regional jet market revenue is expected to increase
in the medium term as new platforms come to market, such as the
Bombardier CSeries, Mitsubishi MRJ and Embraer E2-Jet.
-- Organic business jet revenue decreased by 4% due to lower large
jet market deliveries.
-- Bombardier suspended development of its L85 business jet programme
in January 2015.
Military aerospace
-- Organic revenue decreased by 7%, reflecting the anticipated reduction
in demand for the V22 Osprey helicopter and the Eurofighter Typhoon.
-- 2015 military revenue is expected to be more stable as the end
of C-17 production, declines in V22 Osprey and CH47 Chinook are
offset by increases in build rates of A400M.
-- Western Government spending in the military arena remains under
pressure.
-- Beyond 2015, Joint Strike Fighter is scheduled to ramp-up significantly
and A400M to reach full rate production.
Business Review
The Aerospace Division represents 65% (2013 - 65%) of Group
revenue and consists of 19 operations. These are located in North
America (10), the United Kingdom (4), continental Europe (3),
Thailand and Malaysia.
On 8 April 2014, Senior completed the acquisition of Upeca for a
consideration of GBP59.1m plus the assumption of GBP15.3m of net
debt. One-third of Upeca's revenue is derived from the aerospace
market which is generated by a stand-alone aerospace-focused
facility. This operation is now managed as part of Senior Aerospace
Structures.
Elsewhere, construction work is well advanced on new facilities
in Thailand and at SSP. A new facility supporting Boeing's 787
operations in South Carolina opened in February 2015.
As previously reported in October 2014, the Group's Mexican
Aerospace facility suffered a fire which destroyed one of its two
buildings. Thanks to the significant efforts of local management
and employees, 85% of the operation's revenue was back in
production within 3 weeks, with the remainder expected to come on
stream during the first half of 2015.
In November 2013, the decision was taken to merge Capo
Industries into the Group's Ketema operation. This decision
resulted in an exceptional provision of GBP1.9m being charged in
2013. As discussed at the time of the 2014 interim results, the
consolidation of the businesses took longer and was more costly
than expected and the provision was fully utilised during 2014. In
addition, a further GBP1.5m exceptional cost was charged in 2014.
The merger has now been successfully completed and no further
merger costs are expected.
The Aerospace Division's main products are airframe and other
structural parts (30% of 2014 divisional sales), engine structures
and mounting systems (29%), metallic ducting systems (17%),
composite ducting systems (6%), fluid control systems (6%) and
helicopter machined parts (4%). The remaining 8% of divisional
sales were to non-aerospace markets, including energy,
semi-conductor and medical.
The Division's largest customers include Rolls-Royce,
representing 17% of 2014 divisional sales, Boeing (17%), Spirit
Aero Systems (11%), United Technologies (8%), Airbus (5%), and
Bombardier (5%).
The Aerospace Division's operating results on a constant
currency basis are summarised below:
2014 2013 (1) Change
GBPm GBPm
Revenue 536.6 486.4 +10.3%
Adjusted operating profit 77.9 73.7 +5.7%
Operating margin 14.5% 15.2% -0.7ppts
(1) 2013 translated using 2014 average exchange rates.
Divisional revenue increased by GBP50.2m (10.3%) to GBP536.6m
(2013 - GBP486.4m)(1) and adjusted operating profit increased by
GBP4.2m to GBP77.9m (2013 - GBP73.7m)(1) . Excluding the impact of
acquisitions, organic revenue for the Division increased by
GBP24.6m (5.1%) and adjusted operating profit increased by GBP1.4m
(1.9%).
The operating margin declined by 0.7 percentage points to 14.5%
(2013 - 15.2%). This margin reduction was broadly anticipated,
reflecting expensed development costs as incurred. During the year,
the Group also experienced a number of operational challenges
associated with industrialising a greater number of new commercial
aerospace programmes. In most cases, these challenges were in line
with expectations, however, at our SSP operation in California the
impact was greater than anticipated.
Revenue Reconciliation GBPm
2013 Revenue 486.4
Large Commercial 26.4
Regional & Business Jets 0.7
Military (7.7)
Other 5.2
------
2014 Organic 511.0
Acquisitions 25.6
------
2014 Revenue 536.6
======
59% (2013 - 55%) of the Aerospace Division's revenues are
derived from the large commercial aerospace market, comprising the
aircraft manufactured by Airbus and Boeing and the engines that go
on those aircraft. This market remained very strong during 2014,
with Boeing and Airbus collectively delivering 1,352 aircraft, a 6%
increase over the prior year (2013 - 1,274 deliveries). Boeing and
Airbus also recorded record aircraft orders during 2014 which, at a
combined net order intake of 2,888 aircraft (2013 - 2,858
aircraft), was well ahead of aircraft deliveries for the fifth year
in succession. As a consequence, their combined order book grew by
1,536 aircraft during 2014 to 12,175 aircraft at the end of the
year, representing over nine years of deliveries at current
production rates. On an organic basis, Senior grew its sales to the
large commercial aircraft market by 10% during 2014.
Senior's largest revenue programme is the Boeing 737. During the
year, it was announced that the build rate for this aircraft will
be increased to 52 per month in 2018. It is currently produced at a
rate of 42 per month, and is set to increase to 47 per month in
2017. This is encouraging as Senior continues to grow its shipset
content on this aircraft, and on the B737 MAX, the re-engined, more
fuel-efficient version due to come into service in 2017. At the
same time, the A320neo, the narrow-bodied re-engined aircraft from
Airbus, is stated to be on-track for its first delivery in Q4 2015.
Once again, Senior has a higher shipset content on the A320neo.
This aircraft is also being built at 42 per month today with
increases to 46 per month in 2016 and 50 per month in 2017
announced.
Senior won additional content in the period on the A350 and
B787, two significant future programmes for the Group. The
acquisition of Upeca also contributed meaningful content on these
two key programmes. Qatar Airways took delivery of the first Airbus
A350 in late December 2014 and, with a further 779 on order at the
end of December 2014, the build rate of this aircraft is now
increasing. During 2014, Boeing's B787 maintained a production rate
of 10 per month, with Boeing planning to increase the build rate to
12 per month in 2016 and 14 per month in 2019. Production of the
A330 is, however, expected to decline from the current 9 per month
to 6 per month in 2016.
In the regional jet market (5% of divisional revenue), the
Bombardier CSeries and Mitsubishi Regional Jet programmes, on which
Senior has significant content, continued to edge closer to their
expected first customer deliveries in the second half of 2015 and
2017, respectively. The Group also made encouraging progress by
winning meaningful content on Embraer's new E2 regional jet, which
is due into service in 2018. Senior's sales to the business jet
market (8% of divisional revenue) declined during the year, with
the Group seeing a decrease in organic revenue of 4% mainly due to
lower sales of large business jets. The suspension of L85 is
expected to have an adverse ongoing impact on the profitability of
the Group's small Composites business based in Wichita, USA.
Revenue from the military and defence sector (18% of divisional
revenue) (2013 - 21%), declined by 7% during the period on an
organic basis. This was primarily due to the anticipated build rate
reductions for V22 Osprey and C-17, along with the absence of
significant development activity on the A400M and one-off catch-up
volumes for the CH-47 (Chinook) helicopter, both of which had
benefited the prior year.
Around 10% of the Aerospace Division's revenue was derived from
other markets such as space, non-military helicopters, power and
energy, medical and semi-conductor, where the Group manufactures
products using similar technology to that used for certain
aerospace products. Organic revenues in these markets were GBP5.2m
(10.0%) higher than in 2013, due to growth in non-military
helicopter and energy activities.
FLEXONICS DIVISION
Senior's principal end-market exposures in the Flexonics
Division are medium- and heavy-duty diesel engine markets in North
America, passenger cars in Europe and global industrial process
control markets including petrochemical, HVAC and power and energy
markets.
Capabilities
-- Development and production of emission control and fuel distribution
products for the truck and off-road transport sector and for
selected passenger car applications.
-- Design and manufacture of engineered expansion joints and dampers
for industrial process control applications, to meet an increasingly
stringent regulatory environment.
-- An integrated global footprint, providing customer proximity
and lower cost.
Land vehicle emission control
-- Truck and off-highway sales increased by 13%, with growth in
the North American truck market and the continued ramp-up of
new programmes in Europe.
-- Continued progress and further investment in our joint venture
in China. Production of heavy-duty diesel engine common rails
improved and production of flexible exhaust connectors commenced
just before the year end.
-- Further investment was made in Mexico to supply flexible exhaust
connectors and engine bellows to a key customer's local Mexican
production plant as well as its US facilities.
-- Sales in the passenger vehicle sector increased by 4%, due to
improved demand in many European markets and growth in China,
offset partially by weaker demand in Brazil and India.
Industrial process control
-- Organic industrial revenues were marginally ahead of the prior
year, as expansion joints for a large North American petrochemical
project began shipment in the final quarter of the year. This
helped offset weaker sales in the power and energy, HVAC and
renewables markets, particularly in Brazil and Germany.
-- The Group expects to benefit in the first half of 2015 from the
remaining shipments on the project above, although the outlook
for industrial sales outside North America is expected to be
weaker.
-- Upeca acquisition brings additional customers, new machining
capabilities and greater geographic exposure to the Flexonics
Division.
Business Review
The Flexonics Division represents 35% (2013 - 35%) of Group
revenue and consists of 13 operations which are located in North
America (4), continental Europe (3), the United Kingdom, South
Africa, India, Brazil, Malaysia and China. In addition, the Group
holds a 49% shareholding in a joint venture in China.
As discussed in the Aerospace Division Review, Senior completed
the acquisition of Upeca Technologies in April 2014. Approximately
two-thirds of Upeca's revenue is derived from industrial markets,
principally oil and gas, with the revenue generated from two
dedicated facilities, one located near Kuala Lumpur, Malaysia and
the other in Tianjin, China. These operations are now managed
together under the leadership of a single CEO as part of the Senior
Flexonics Division. These two industrial businesses performed well
throughout their first period under Senior's ownership.
During 2014, the Group established new reporting lines between
the Group's Chicago-located Bartlett operation and its Indian
operation. These arrangements closely mirror the existing
management structure for the Flexonics operation in Mexico, which
today acts as a complementary factory for Bartlett, providing
proximity and lower costs for certain customers. This recent change
in management approach in India is already delivering benefits and
opportunities for the Group, through best practice sharing and
extensive industry knowledge. As an example, the Group has recently
won an EGR cooler contract for a Western customer who is in the
process of establishing a production operation in India, with
Senior taking on a lease on a new 26,000 sq.ft. facility near New
Delhi to support them. It is anticipated that GBP1m will be
invested during 2015 to deliver this programme.
55% of the Flexonics Division's revenues in 2014 were derived
from demand for land vehicle components, 44% from industrial
markets and 1% from aerospace markets.
The land vehicle sales comprise cooling and emission control
components (24% of 2014 divisional sales), flexible mechanisms for
vehicle exhaust systems (13%), diesel fuel distribution pipework
(15%) and off-highway hydraulics (3%). The industrial product
revenue is derived from the power and energy markets (17%), oil and
gas and chemical processing industries (15%), HVAC and solar
markets (3%) and a range of other markets (9%). 1% of sales is to
the aerospace markets.
The Division's largest individual end users are land vehicle
customers, including Cummins (representing 17% of 2014 divisional
sales), Caterpillar (9%), Ford (4%), PSA (4%), and Renault (4%).
Individual industrial customers rarely account for more than 1 or
2% of divisional sales and, given the generally bespoke and project
nature of the Group's industrial products, the customers vary
significantly each year. Emerson (5%) and Bloom Energy (3%) were
the largest industrial customers in the period with much of the
Emerson revenue being due to the Upeca acquisition. Woodward (1%)
accounted for the vast majority of aerospace revenue within the
Flexonics Division in 2014.
The Flexonics Division's operating results on a constant
currency basis are summarised below:
2014 2013 (1) Change
GBPm GBPm
Revenue 284.6 252.4 +12.8%
Adjusted operating profit 43.5 37.4 +16.3%
Operating margin 15.3% 14.8% +0.5ppts
(1) 2013 results translated using 2014 average exchange rates.
Divisional revenue increased by GBP32.2m (12.8%) to GBP284.6m
(2013 - GBP252.4m)(1) and adjusted operating profit increased by
GBP6.1m to GBP43.5m (2013 - GBP37.4m)(1) . Excluding the
incremental contribution from the Upeca acquisition completed in
April 2014 (GBP17.2m), organic revenue increased by GBP15.0m (5.9%)
while adjusted operating profit increased by GBP3.7m (9.9%).
The operating margin increased to 15.3% (2013 - 14.8%),
primarily due to operational improvements at the Bartlett facility
and a further reduction in losses at the Group's French land
vehicle operation. Underlying margins in organic operations
improved by 0.6 percentage points to 15.4% (2013 - 14.8%).
Revenue Reconciliation GBPm
2013 Revenue 252.4
Truck and off-highway 11.8
Passenger vehicles 2.3
Industrial 0.9
------
2014 organic 267.4
Acquisitions 17.2
------
2014 Revenue 284.6
======
2014 saw generally better economic conditions compared to recent
years, particularly in North America. Total Group sales to truck
and off-highway markets (36% of divisional revenue) increased by
13% on a constant currency basis. This was mainly driven by
improvements in the North American truck market where sales
increased by 11% due to greater demand for high pressure rails,
exhaust bellows and EGR coolers for new vehicles. As anticipated,
sales of EGR coolers for the spare parts market were lower in 2014
as product longevity improved following technological advances made
by Senior. The final quarter of 2014 saw some weakness in the
off-highway agriculture and mining market with slowing demand from
China thought to be the principal reason. Senior's sales to the
European truck market increased by 18% in 2014, albeit from a low
base, as new emission-led programmes came into production. This was
a pleasing performance given that the actual European truck market
was weak, and down by 7%, as European economies showed little
growth.
Sales to passenger vehicle markets (19% of divisional revenue)
improved by 4% on a constant currency basis as the Group's
principal European markets improved from the 17-year low seen in
2013. Outside of Europe and North America, passenger vehicle sales
were 12% lower as greater demand in China, largely a new market for
Senior, was offset by weakness in Brazil and India.
In the Group's industrial markets (44% of divisional revenue),
sales were up 17% on a constant currency basis, primarily due to
GBP17m of acquired revenue from Upeca. On an underlying organic
basis, sales increased by 1%, with the incremental sales from a
large industrial expansion joint order for a North American
petrochemical project being mostly offset by weaker sales in the
power generation, HVAC and renewables markets, principally in
Brazil and Germany.
FINANCIAL REVIEW
"Our balance sheet remains strong AND The Group continues to be
cash generative and well placed to meet its future growth
aspirations."
Financial Summary
A summary of the Group's operating results is set out in the
table below.
Adjusted
operating
Revenue profit (1) Margin
-------------- -------------- ------------
2014 2013 2014 2013 2014 2013
GBPm GBPm GBPm GBPm % %
Aerospace 536.6 506.6 77.9 76.5 14.5 15.1
Flexonics 284.6 269.3 43.5 40.4 15.3 15.0
Share of results
of joint venture - - (0.3) (0.3) - -
Inter-segment sales (0.4) (0.8) - - - -
Central costs - - (9.5) (9.0) - -
------ ------ ------ ------ ----- -----
Group total 820.8 775.1 111.6 107.6 13.6 13.9
====== ====== ====== ====== ===== =====
(1) See table below for reconciliation of adjusted operating profit
to reported operating profit
Financial Detail
Revenue
Group revenue increased by GBP45.7m (5.9%) to GBP820.8m (2013 -
GBP775.1m).
Excluding the incremental full-year effect of acquisitions made
in 2013: Thermal acquired in November 2013 (GBP15.6m); Atlas
acquired in February 2013 (GBP0.4m); the current year contribution
of Upeca acquired in April 2014 (GBP26.8m) and a year-on-year
unfavourable exchange impact of GBP37.1m, underlying revenue from
organic operations increased by 5.4% on a constant currency
basis.
In 2014, 62% of sales originated from North America, 16% from
the UK, 12% from the Rest of Europe and 10% from the Rest of the
World.
Operating profit
Adjusted operating profit increased by GBP4.0m (3.7%) to
GBP111.6m (2013 - GBP107.6m). Incremental operating profit from
acquisitions of GBP5.2m was more than offset by an unfavourable
exchange impact of GBP5.7m. Organic adjusted operating profit
increased by 4.4%, on a constant currency basis.
The Group achieved an operating margin of 13.6% in 2014 (2013 -
13.9%). Whilst the Flexonics Division delivered improved margins,
mainly due to operational improvements at the Bartlett facility and
reduced losses at its French land-vehicle operation, the Aerospace
Division operating margin declined. This margin reduction was
broadly as anticipated and largely reflects customer pricing
pressure and expensed development costs as incurred. During the
year, the Group also experienced a number of operational challenges
associated with industrialising new commercial aerospace
programmes, with those at SSP being greater than anticipated.
Adjusted operating profit may be reconciled to the operating
profit that is shown in the Consolidated Income Statement as
follows:
2014 2013
GBPm GBPm
----------------------------------------------------- ------ -------
Adjusted operating profit 111.6 107.6
Exceptional pension (charge)/credit (1.5) 1.1
Reversal of contingent consideration payable - 3.8
Impairment of goodwill(2) (9.4) (12.7)
Restructuring costs(1) (1.5) (1.9)
Write-down of L85 inventory(2) (1.8) -
Amortisation of intangible assets from acquisitions (7.2) (4.2)
Acquisition costs (0.6) (0.4)
Operating profit per Financial Statements 89.6 93.3
----------------------------------------------------- ------ -------
(1) In November 2013, the decision was taken to merge Capo Industries
into the Group's Ketema operation. This decision resulted in exceptional
provisions of GBP1.9m in 2013. During 2014, this provision was
fully utilised and a further GBP1.5m charged.
(2) On 20 January 2015, the Group was notified by Bombardier that
it had suspended, for an indefinite period of time, the development
of its L85 business jet programme. This post balance sheet event
triggered a one-off GBP1.8m write-down of inventory and a GBP9.4m
impairment of goodwill, both of which have been recognised as
an exceptional charge in 2014.
Total Group reported operating profit decreased by 4.0% to
GBP89.6m (2013 - GBP93.3m).
Finance costs
Total finance costs, net of investment income of GBP0.1m (2013 -
GBP0.2m), decreased by 5.3% to GBP9.0m (2013 - GBP9.5m).
Net interest costs on borrowings remained constant at GBP8.1m
(2013 - GBP8.1m) with the additional interest costs associated with
the acquisition of Upeca being offset by savings resulting from the
repayment of $35.0m of US private placement debt in October
2014.
Pension-related finance charges decreased to GBP0.9m in 2014
(2013 - GBP1.4m), principally due to the improved funding position
at the start of the year compared to 2013.
Profit before tax
Adjusted profit before tax increased by 4.6% to GBP102.6m (2013
- GBP98.1m). Reported profit before tax from continuing operations
decreased by 3.8% to GBP80.6m (2013 - GBP83.8m). The reconciling
items between these two measures are shown in the table above.
Exchange rates
Around 80% of the Group's profits are generated outside of the
UK and, consequently, exchange rates can significantly affect the
Group's results. Exchange rates used for the currencies most
relevant to the Group's operations are:
Profit and loss - average Balance sheet - period end
rates rates
------------------------------ -------------------------------
2014 2013 Change 2014 2013 Change
GBP: US
Dollar 1.65 1.57 -4.8% 1.56 1.66 +6.4%
GBP: Euro 1.24 1.18 -4.8% 1.29 1.20 -7.0%
Using 2014 average rates would have decreased 2013 sales by
GBP37.1m and decreased 2013 operating profit by GBP5.7m. A 10 cents
movement in the GBP:$ exchange rate is estimated to affect
full-year sales by GBP31m, operating profit by GBP4.0m and net debt
by GBP6m. A 10 cents movement in the GBP:EUR exchange rate is
estimated to affect full-year sales by GBP7m, operating profit by
GBP0.4m and net debt by GBPnil.
Tax charge
The reported tax rate in 2014 was 21.2% (2013 - 14.8%), being a
charge of GBP17.1m (2013 - GBP12.4m) on reported profit before tax
of GBP80.6m (2013 - GBP83.8m).
Adjusting for the tax on items excluded from adjusted operating
profit of GBP2.9m (2013 -GBP6.9m), the underlying tax rate for the
year was 19.5% (2013 -19.7%), being a charge of GBP20.0m (2013 -
GBP19.3m) on adjusted profit before tax of GBP102.6m (2013 -
GBP98.1m).
Earnings per share
The weighted average number of shares, for the purposes of
calculating undiluted earnings per share, increased to 416.3
million (2013 - 414.7 million). Adjusted earnings per share
increased by 4.4% to 19.84 pence (2013 - 19.00 pence). Basic
earnings per share decreased by 11.4% to 15.25 pence (2013 - 17.22
pence).
Dividends
A final dividend of 3.96 pence per share is proposed for 2014
(2013 - 3.60 pence), payment of which, if approved, would total
GBP16.6m (2013 final dividend - GBP15.0m) and would be paid on 29
May 2015 to shareholders on the register at close of business on 1
May 2015. This would bring the total dividends paid and proposed in
respect of 2014 to 5.63 pence per share, an increase of 10% over
2013, ahead of the increase in adjusted earnings per share. At the
level recommended, the full-year dividend would be covered 3.5
times (2013 - 3.7 times) by adjusted earnings per share. The cash
outflow incurred during 2014 in respect of the final dividend for
2013 and the interim dividend for 2014 was GBP21.9m (2013 -
GBP19.9m).
Research and development
The Group's expenditure on research and development decreased to
GBP11.5m during 2014 (2013 - GBP12.9m). Expenditure was incurred
mainly on designing and engineering products in accordance with
individual customer specifications and developing specific
manufacturing processes for their production.
Capital structure
The Group's Consolidated Balance Sheet at 31 December 2014 is
summarised as follows:
2014 2013
GBPm GBPm
Goodwill and other intangible assets 290.8 242.5
Investment in JV 0.7 1.0
Property, plant and equipment 167.6 142.6
Other long-term assets 7.3 7.5
--------------------------------------------- --------- --------
Non-current assets 466.4 393.6
--------------------------------------------- --------- --------
Working capital 107.6 84.1
Current tax liabilities (net) (12.7) (14.5)
Loan to JV 0.7 -
--------------------------------------------- --------- --------
Net current assets (excluding current debt
& cash) 95.6 69.6
--------------------------------------------- --------- --------
Retirement benefit obligations (19.8) (25.6)
Net borrowings (105.0) (59.2)
Other long-term liabilities (25.6) (16.9)
--------------------------------------------- --------- --------
Net assets 411.6 361.5
--------------------------------------------- --------- --------
Net assets per share increased by 13.2% to 98.4 pence (2013 -
86.9 pence). There were 418.1 million ordinary shares in issue at
the end of 2014 (2013 - 415.9 million).
Goodwill
On 20 January 2015, the Group was notified by Bombardier of the
decision to suspend, for an indefinite period of time, the
development of its L85 business jet programme. This post balance
sheet event triggered a subsequent review of the carrying value of
goodwill at the Group's Composites business in Wichita, USA. As a
result, a goodwill impairment charge of GBP9.4m was taken in 2014.
This impairment is excluded from adjusted profit before tax.
Capital expenditure
Gross capital expenditure increased by 4.7% in 2014 to GBP31.1m
(2013 - GBP29.7m), principally representing investment in future
growth programmes and necessary replacement and compliance
expenditure. The Group's operations remain well capitalised. The
disposal of assets no longer required raised GBP0.2m (2013 -
GBP0.9m). A moderately higher level of capital expenditure is
anticipated for 2015, with the extent dependent primarily on the
timing of build rate increases in the large commercial aircraft
segment and the Group securing the expected new programme wins in
both Divisions.
Working capital
Working capital increased by GBP23.5m in 2014 to GBP107.6m.
GBP6.4m of this increase was acquired with Upeca. The remaining
increase is the result of higher levels of inventory associated
with the ongoing industrialisation of new aerospace programmes
combined with an extension of payment terms by a number of key
customers.
Retirement benefit obligations
Retirement benefit obligations, as calculated in accordance with
IAS 19, decreased by GBP5.8m to GBP19.8m (2013 - GBP25.6m)
principally due to the positive impact of GBP9.1m cash
contributions in excess of service costs, asset returns above
expectation and a decrease in the inflation assumptions during the
year. These were partially offset by a decrease in the assumed
discount rate and incurring a GBP1.5m curtailment charge, following
the closure to future accrual of the Senior plc Pension Plan at the
end of 6 April 2014.
Cash flow
The Group generated significant free cash flow of GBP57.8m in
2014 (2013 - GBP63.8m) as set out in the table below.
2014 2013
GBPm GBPm
---------------------------------------------- -------- -------
Operating profit from continuing operations 89.6 93.3
Depreciation and amortisation 32.1 26.5
Share of loss in joint venture 0.3 0.3
Working capital movement (16.5) (19.1)
Pension payments above service cost (9.1) (7.7)
Impairment of goodwill 9.4 12.7
Reversal of contingent consideration payable - (3.8)
Other items 4.0 4.3
---------------------------------------------- -------- -------
Cash generated from operations 109.8 106.5
---------------------------------------------- -------- -------
Interest paid (net) (8.4) (7.9)
Tax paid (12.7) (6.0)
Capital expenditure (31.1) (29.7)
Sale of fixed assets 0.2 0.9
---------------------------------------------- -------- -------
Free cash flow 57.8 63.8
---------------------------------------------- -------- -------
Dividends (21.9) (19.9)
Acquisitions (60.1) (30.5)
Debt assumed with acquisition (14.3) (0.2)
Investment in joint venture - (0.5)
Loan to joint venture (1.1) -
Share issues 1.1 0.1
Purchase of shares held by employee benefit
trust (0.7) (0.9)
Foreign exchange variations (6.6) (0.2)
Opening net debt (59.2) (70.9)
---------------------------------------------- -------- -------
Closing net debt (105.0) (59.2)
---------------------------------------------- -------- -------
Funding and Liquidity
As at 31 December 2014, the Group's gross borrowings excluding
finance leases were GBP117.5m (2013 - GBP111.6m), with 87% of the
Group's gross borrowings denominated in US dollars (31 December
2013 - 99%). Cash and bank balances were GBP13.2m (31 December 2013
- GBP53.1m).
The maturity of these borrowings, together with the maturity of
the Group's committed facilities, can be analysed as follows:
Gross Committed
borrowings (1) facilities
------------------------ ------------ --- ------------
GBPm GBPm
------------------------ ------------ --- ------------
Within one year 24.1 16.0
In the second year - -
In years three to five 80.6 136.8
After five years 12.8 12.8
------------------------ ------------ --- ------------
117.5 165.6
------------------------ ------------ --- ------------
(1) Gross borrowings include the use of bank overdrafts, other loans
and committed facilities, but exclude finance leases of GBP0.7m.
At the year-end, the Group had committed facilities of GBP165.6m
with a weighted average maturity of 3.7 years. These facilities
comprise private placement debt of GBP96.1m and two revolving
credit facilities of GBP60.0m and GBP9.5m, respectively. During the
year, the Group renegotiated the GBP60.0m revolving credit
facility, which was due to expire in 2016, achieving an extension
to 2019 on more commercially favourable terms.
The Group is in a strong funding position, with headroom of
GBP60.6m under its facilities.
The Group has GBP8.1m of uncommitted borrowings which are
payable on demand and is due to repay a committed private placement
loan of $25.0m (GBP16.0m) which matures in October 2015.
The Group's committed borrowing facilities contain a requirement
that the ratio of EBITDA (adjusted profit before interest, tax,
depreciation and amortisation) to net interest costs must exceed
3.5x, and that the ratio of net debt to EBITDA must not exceed
3.0x. At 31 December 2014, the Group was operating well within
these covenants as the ratio of EBITDA to net interest costs was
16.2x (31 December 2013 - 15.4x) and the ratio of net debt to
EBITDA was 0.8x (31 December 2013 - 0.5x).
Going Concern
The Group is profitable, cash generative and well funded with
net debt of GBP105.0m compared to GBP165.6m of committed borrowing
facilities.
However, economic conditions inevitably vary and so potentially
create uncertainty. For this reason, a sensitivity analysis has
been performed on the Group's forecasts and projections, to take
account of reasonably possible changes in trading performance. This
analysis shows that the Group will be able to operate well within
the level of its current committed borrowing facilities and banking
covenants under all reasonably foreseeable scenarios. As a
consequence, the Directors have a reasonable expectation that the
Company and the Group have adequate resources to continue in
operational existence for the foreseeable future, and the Board has
continued to adopt the going concern basis in preparing the Group's
Annual Report & Accounts 2014.
Changes in accounting policies
The accounting policies adopted in the Financial Statements are
consistent with those followed in the preparation of the Group's
Annual Report & Accounts 2013, except for the adoption of
Standards and Interpretations that are effective for the current
financial year. These are highlighted in Note 2 of the Financial
Statements, and do not have a material impact on the presentation
of the Group's results.
Related party transactions
The Group's related party transactions are between the Company
and its subsidiaries, and have been eliminated on
consolidation.
Derek Harding
Group Finance Director
RISKS AND UNCERTAINTIES
Integrated Risk Management and Group Risk Philosophy
The Board is ultimately responsible for managing risk, and for
the implementation of effective risk management procedures and
internal control systems. Across the Group, these are designed to
align with the UK Corporate Governance Code's guidance on Risk
Management and Internal Control. The Audit Committee is responsible
for reviewing the effectiveness of the Group's internal control
systems that were in operation during the year, and the fulfilment
of this responsibility is described in the Audit Committee report
on pages 40 to 43.
An integrated risk management framework continues to evolve
within the Group, aimed at improving the efficiency and
effectiveness of the Group's risk management procedures. Senior's
risk philosophy, embodied in a Risk Philosophy Statement which has
been rolled out across the Group, is based around an
acknowledgement that profits are in part the reward for risk
taking, and therefore risk should be embraced and managed
effectively within each business unit. The Group aims to take a
relatively conservative approach to risk management, targeting a
developmental approach that is evolutionary rather than
revolutionary. Pursuit of opportunities is encouraged, within an
effective risk management framework, as an essential component of a
high-performance culture. It is acknowledged that strong risk
management procedures are likely to enhance senior leadership
decision-making capabilities, strengthen accountability and enhance
stewardship of the Group's assets. In turn this can be expected to
result in management teams being able to embrace increased levels
of risk and pursue more opportunities, which should also allow the
Group to increase its rate of performance delivery without
exceeding its risk appetite.
The Group aims to embed its risk management procedures within
its existing business processes and corporate governance structure,
rather than impose an inefficient administrative burden on its
operations. At a minimum, the Group aims to ensure that any
individually significant event that:
1) has or may result in the potential to compromise its ability
to achieve its objectives; or
2) could lead to a material breach of policies and procedures;
or
3) could impact the delivery of earnings materially at a local
operational level
is identified, reported on and dealt with through the Group's
risk management procedures.
Risk Assessment and Risk Reporting Procedures
The Group has a well-established annual process for identifying,
evaluating and managing its significant risks. This process starts
in April each year with a risk review and assessment conducted at
each of the Group's operations, facilitated by local senior
management. A Principal Risk list is generated from each review,
with individual risks assigned to the categories of Strategic,
Operational, Compliance or Financial Reporting in nature. Local
management is required to record details of controls that are in
place to mitigate each risk, make an assessment of the residual
likelihood and impact of each risk having a material impact on the
operation's ability to achieve its objectives, and to record any
improvement measures that are targeted to strengthen the
operation's internal control environment around each risk. The
results of these reviews are consolidated at divisional level with
an accompanying divisional overlay, and divisional Principal Risk
lists are then reviewed by the Executive Committee.
Following review by the Executive Committee, a risk
questionnaire is compiled and circulated to each Board member, who
is required to make an individual assessment of the potential
significance of each risk. Completed questionnaires are reviewed
and discussed at the Group's June Board meeting, following which a
Group Principal Risk list is compiled and presented for review and
discussion by the Board at the July Board meeting. The final step
in the process is an update of all Principal Risks as part of the
annual budget-setting process and ultimately presented to the Board
at its January meeting. In between formal updates, the Board
monitors progress in the management of individual risks via ongoing
regular executive and divisional reporting procedures and review
and discussion at Board meetings.
Principal Group risks
Overall, the Group's risk profile was largely unchanged in 2014
when compared to 2013. The principal potential risks and
uncertainties, together with actions that are being taken to
mitigate each risk, are set out below.
Risk Management actions to mitigate
risk
---------------------------------------------- -------------------------------------------
New aircraft platform delays
---------------------------------------------- -------------------------------------------
Significant shipset content has been The Group monitors programme
secured on a number of new aircraft development and launch timing
platforms currently under development of new aircraft platforms very
or in initial phases of production. closely, utilising internal customer
These include the Airbus A350, A320neo, relationships and market intelligence.
the Boeing 737 MAX, Bombardier's CSeries A cautious approach is taken
regional jet and L85 business jet. to both capital investment in
Delays in the launch or ramp-up in new programmes, to minimise the
production of these platforms could time between installation and
have a material adverse impact on utilisation of new capital equipment,
the Group's rate of organic growth. and to the projected build rates
and associated revenue in financial
Note: On 20 January 2015, the Group projections.
was notified by Bombardier of the The growing breadth of Senior's
decision to suspend, for an indefinite exposure to a comprehensive and
period of time, the development of diverse range of aerospace and
its L85 business jet programme. land vehicle platforms, together
with its broad exposure in global
industrial markets, means that
the Group's future organic growth
profile is not overly dependent
on any individual new aircraft
platform.
---------------------------------------------- -------------------------------------------
importance of emerging markets
---------------------------------------------- -------------------------------------------
Customers' desire to move manufacture The Group's strategy of developing
of components to lower-cost countries a portfolio of high value--added
could render the Group's operations engineering manufacturing companies
uncompetitive and have an adverse has meant that over time it has
impact on profitability. In addition, generally evolved away from products
certain customers require global programme where the direct threat of lower-cost
support as they respond to increasing country manufacture is significant.
domestic demand in a number of these The Group successfully employs
emerging markets. a strategy of retaining commercial
and engineering expertise close
to customers' locations, principally
in North America and Europe.
This enables effective support
to be readily given to its customers,
whilst increasing manufacturing
at above-average growth rates
in lower-cost country locations
where it makes sense to do so
and with customer agreement.
The Group has an increasing presence
in emerging markets via its facilities
in Mexico, Thailand, Czech Republic,
South Africa, Brazil, India and
China. This footprint was expanded
during 2014 with the acquisition
of Upeca, with operations in
Malaysia and China.
Each of these operations, individually
and in combination, has a healthy
number of viable opportunities
for further expansion either
to supply domestic markets or
to support customers' increasingly
global needs.
---------------------------------------------- -------------------------------------------
Price-Down Pressures
-------------------------------------------------------------------------------------------
Customer pricing pressure is an ongoing The Group works closely with
challenge within our industries, driven its customers to find innovative
by the expectations of airlines, land ways to produce products at a
vehicle operators and Governments lower cost thus helping them
seeking to purchase more competitively to meet pricing challenges.
priced products in the future. This The Group is able to consider
will continue to put pressure on the bundles of products that in total
Group's future operating margins. help achieve customer pricing
challenges.
Where appropriate, the Group
is able to pass work to some
of its lower-cost facilities
such as Mexico, Thailand, Czech
Republic, South Africa, Brazil,
India, China and Malaysia with
a view to help satisfy customer
challenges.
---------------------------------------------- -------------------------------------------
Acquisitions
---------------------------------------------- -------------------------------------------
Failure to execute an effective acquisition Consistently strong free cash
programme would have a significant flow generation gives the Group
impact on the Group's ability to generate capacity to continue to execute
long-term value for shareholders. a targeted acquisition programme.
The Group has a well-established
acquisition framework that includes
proven valuation, due diligence
and integration processes.
Post-acquisition reviews are
performed on key acquisitions,
comprising a full retrospective
review of each deal process,
integration effectiveness, operational
performance compared to expectation
and sharing of lessons learned
with the Board and across the
senior management team.
---------------------------------------------- -------------------------------------------
Strategy
---------------------------------------------- -------------------------------------------
An appropriately formulated, communicated Focus is placed on the strategic
and effectively executed strategy planning process, to ensure that
is essential in order to avoid the the Group formulates the most
risk of inappropriate allocation of appropriate strategy to capitalise,
resources and failure to deliver on over time, on the significant
long-term performance goals. breadth of potential growth opportunities
in its chosen market sectors.
The process includes regular
strategy sessions at operational,
Executive Committee and Board
level.
---------------------------------------------- -------------------------------------------
Programme participation
---------------------------------------------- -------------------------------------------
Long-term growth in demand, including The Group has developed a portfolio
participation in future development of businesses that are exposed
programmes in the Group's major markets, to markets which exhibit fundamental
is an essential foundation for future long-term growth characteristics.
growth. Failure to secure profitable Customer value is driven through
new programme wins could have a severe constructive and co--operative
impact on the Group's long-term performance. relationships with key customers
in each market, providing innovative
customer solutions and quality
products delivered on time and
in line with specifications.
The Group ensures that its operations
are sufficiently well capitalised
to be able to bid competitively
on new programme opportunities,
and maintains close control over
operating costs to ensure that
operations remain competitive
on existing programmes.
The Group utilises an internal
contract approval process, comprising
both financial and non-financial
analyses, to ensure that bids
are submitted and won at acceptable
margin levels.
---------------------------------------------- -------------------------------------------
Employee Retention
---------------------------------------------- ---------------------------------------------
An inability to attract, develop and Capable, empowered and highly
retain high-quality individuals in engaged individuals are a key
key management positions could severely asset of the business. The strong
affect the long-term success of the reputation of the Group helps
Group. attract experienced senior executives
from within the industry.
The Group sponsors the development
and training of key managers,
at all levels, through an increasingly
comprehensive in--house management
development programme.
Senior management turnover ratios
remain low, a further indication
of success in this important
area.
---------------------------------------------- ---------------------------------------------
Corporate Governance Breach
---------------------------------------------- ---------------------------------------------
Corporate governance legislation (such The Group has well-established
as the UK Bribery Act and the US Foreign governance policies and procedures
Corrupt Practices Act), regulations in all key areas, including a
and guidance (such as the UK Corporate Group Code of Business Conduct,
Governance Code and global health and anti-bribery procedures, a Health
safety regulations) are increasingly and Safety Charter, and various
complex and onerous. A serious breach policies and procedures over
of these rules and regulations could the review and reporting of risk
have a significant impact on the Group's management and internal control
reputation, lead to a loss of confidence activities.
on the part of investors, customers The Group Finance Director, the
or other stakeholders and ultimately Group Company Secretary and the
have a material adverse impact on the Head of Internal Audit collectively
Group's enterprise value. retain principal responsibility
for reviewing governance changes
that may have an impact on the
Group.
Governance updates are provided
to the Board and Executive Committee
at appropriate intervals, and
to key operational management.
Recent examples of developments
in this area include formulation
of a Business Continuity Framework,
IT Policy Guidelines, and anti--bribery
training.
---------------------------------------------- ---------------------------------------------
financing and liquidity
---------------------------------------------- ---------------------------------------------
The Group could have insufficient The Group's overall treasury
financial resources to fund its growth risk management programme focuses
strategy or meet its financial obligations on the unpredictability of financial
as they fall due. markets, and seeks to minimise
potential adverse effects on
the Group's financial performance.
Compliance with financial policies
and exposure limits are reviewed
by the Group's Treasury Committee
on a regular basis.
The Group enters into forward
foreign exchange contracts to
hedge the exchange risk arising
on operations' trading activities
in foreign currencies, however,
it does not enter into or trade
financial instruments, including
derivative financial instruments,
for speculative purposes.
The Group manages liquidity risk
by maintaining adequate reserves,
banking facilities and reserve
borrowing facilities, and by
continuously monitoring forecast
and actual cash flows, matching
the maturity profiles of financial
assets and liabilities and paying
close attention to the projected
level of headroom under the covenants
contained in its committed borrowing
facilities.
During 2014 cash conversion remained
strong and a tranche of private
placement debt was repaid in
October. The Group also re-negotiated
its GBP60m revolving credit facility,
which was due to expire in 2016,
achieving an extension to 2019
on more commercially favourable
terms. For further details see
Note 20 of the Annual Report
& Accounts 2014.
---------------------------------------------- ---------------------------------------------
Global cyclical downturn
---------------------------------------------- ---------------------------------------------
The potential adverse impact on the The Group is well positioned
Group of significant demand declines in its key aerospace, industrial,
in key markets arising from the consequences and emission-related sectors
of either future sovereign debt issues, of land vehicle markets, where
ongoing government austerity measures, increasingly stringent legislation
and/or political instability remains should ensure that long--term
significant. demand for the Group's products
remains healthy.
Through diversity of its end-market
exposures and a robust financing
position, the Group remains well
placed to be able to withstand
potential negative consequences
that may arise from a further
global cyclical downturn.
---------------------------------------------- ---------------------------------------------
Statement of Directors' Responsibilities
We confirm that to the best of our knowledge:
1. the Financial Statements, prepared in accordance with IFRS as
adopted by the European Union, 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;
2. 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 taken as a
whole, together with a description of the principal risks and
uncertainties that they face; and
3. 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 performance,
business model and strategy.
By Order of the Board
Mark Rollins Derek Harding
Group Chief Executive Group Finance Director
27 February 2015 27 February 2015
Consolidated Income Statement
For the year ended 31 December 2014
Year ended Year ended
2014 2013
Notes GBPm GBPm
Continuing operations
Revenue 3 820.8 775.1
--------------------------------------- ------ ----------- -----------
Trading profit before one-off items 102.6 104.4
Goodwill impairment 8 (9.4) (12.7)
Reversal of contingent consideration
payable - 3.8
Write-down of L85 inventory 15 (1.8) -
Restructuring costs (1.5) (1.9)
--------------------------------------- ------ ----------- -----------
Trading profit 89.9 93.6
Share of joint venture loss 14 (0.3) (0.3)
----------- -----------
Operating profit (1) 3 89.6 93.3
Investment income 0.1 0.2
Finance costs (9.1) (9.7)
----------- -----------
Profit before tax (2) 80.6 83.8
Tax 5 (17.1) (12.4)
----------- -----------
Profit for the period 63.5 71.4
=========== ===========
Attributable to:
Equity holders of the parent 63.5 71.4
=========== ===========
Earnings per share
Basic (3) 7 15.25p 17.22p
=========== ===========
Diluted (4) 7 15.06p 17.00p
=========== ===========
(1) Adjusted operating profit 4 111.6 107.6
(2) Adjusted profit before tax 4 102.6 98.1
(3) Adjusted earnings per share 7 19.84p 19.00p
(4) Adjusted and diluted earnings
per share 7 19.59p 18.76p
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2014
Year ended Year ended
2014 2013
GBPm GBPm
Profit for the period 63.5 71.4
---------------- -----------
Other comprehensive income:
Items that may be reclassified subsequently
to profit and loss:
Losses on cash flow hedges during the period (2.3) (2.4)
Reclassification adjustments for losses included
in profit and loss 0.6 1.5
---------------- -----------
Losses on cash flow hedges (1.7) (0.9)
Exchange differences on translation of foreign
operations 7.9 (7.8)
Tax relating to items that may be reclassified 0.2 (0.3)
---------------- -----------
6.4 (9.0)
Items that will not be reclassified subsequently
to profit and loss:
Actuarial (losses) / gains on defined benefit
pension schemes (0.9) 4.3
Tax relating to items that will not be reclassified 0.4 (2.1)
---------------- -----------
(0.5) 2.2
Other comprehensive expense for the period,
net of tax 5.9 (6.8)
---------------- -----------
Total comprehensive income for the period 69.4 64.6
================ ===========
Attributable to:
Equity holders of the parent 69.4 64.6
================ ===========
Consolidated Balance Sheets
As at 31 December 2014
Year ended Year ended
2014 2013
Notes GBPm GBPm
Non-current assets
Goodwill 8 262.5 225.9
Other intangible assets 28.3 16.6
Investment in joint venture 14 0.7 1.0
Property, plant and equipment 9 167.6 142.6
Deferred tax assets 6.5 7.0
Loan to joint venture 14 0.4 -
Trade and other receivables 0.4 0.5
----------- -----------
Total non-current assets 466.4 393.6
----------- -----------
Current assets
Inventories 119.3 99.4
Loan to joint venture 14 0.7 -
Trade and other receivables 137.7 114.3
Cash and bank balances 11c) 13.2 53.1
-----------
Total current assets 270.9 266.8
-----------
Total assets 737.3 660.4
===========
Current liabilities
Trade and other payables 146.8 127.4
Current tax liabilities 13.3 15.1
Obligations under finance leases 0.3 0.4
Bank overdrafts and loans 24.1 21.2
Provisions 2.0 1.6
----------- -----------
Total current liabilities 186.5 165.7
----------- -----------
Non-current liabilities
Bank and other loans 11c) 93.4 90.4
Retirement benefit obligations 12 19.8 25.6
Deferred tax liabilities 24.8 16.5
Obligations under finance leases 0.4 0.3
Others 0.8 0.4
----------- -----------
Total non-current liabilities 139.2 133.2
-----------
Total liabilities 325.7 298.9
===========
Net assets 411.6 361.5
=========== ===========
Equity
Issued share capital 10 41.8 41.6
Share premium account 14.8 13.8
Equity reserve 5.7 5.2
Hedging and translation reserve (7.2) (13.6)
Retained earnings 359.0 316.4
Own shares (2.5) (1.9)
----------- -----------
Equity attributable to equity holders
of the parent 411.6 361.5
----------- -----------
Total equity 411.6 361.5
=========== ===========
Statement of Changes in Equity
For the year ended 31 December 2014 All equity is attributable
to equity holders of the parent
Hedging
Issued Share and
share premium Equity translation Retained Own Total
capital account reserve reserve earnings shares equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1 January
2013 41.4 13.7 3.8 (4.6) 259.6 (1.0) 312.9
Profit for the year
2013 - - - - 71.4 - 71.4
Losses on cash flow
hedges - - - (0.9) - - (0.9)
Exchange differences
on translation of
foreign operations - - - (7.8) - - (7.8)
Actuarial gains on
defined benefit pension
schemes - - - - 4.3 - 4.3
Tax relating to components
of other comprehensive
income - - - (0.3) (2.1) - (2.4)
-------- -------- -------- ------------ --------- ------- -------
Total comprehensive
income for the period - - - (9.0) 73.6 - 64.6
-------- -------- -------- ------------ --------- ------- -------
Issue of share capital 0.2 0.1 (0.2) - - - 0.1
Share-based payment
charge - - 3.0 - - - 3.0
Tax relating to share-based
payments - - - - 1.7 - 1.7
Purchase of shares
held by employee benefit
trust - - - - - (0.9) (0.9)
Transfer to retained
earnings - - (1.4) - 1.4 - -
Dividends paid - - - - (19.9) - (19.9)
-------- -------- -------- ------------ --------- ------- -------
Balance at 31 December
2013 41.6 13.8 5.2 (13.6) 316.4 (1.9) 361.5
======== ======== ======== ============ ========= ======= =======
Profit for the year
2014 - - - - 63.5 - 63.5
Losses on cash flow
hedges - - - (1.7) - - (1.7)
Exchange differences
on translation of
foreign operations - - - 7.9 - - 7.9
Actuarial losses on
defined benefit pension
schemes - - - - (0.9) - (0.9)
Tax relating to components
of other comprehensive
income - - - 0.2 0.4 - 0.6
-------- -------- -------- ------------ --------- ------- -------
Total comprehensive
income for the period - - - 6.4 63.0 - 69.4
-------- -------- -------- ------------ --------- ------- -------
Issue of share capital 0.2 1.0 (0.1) - - - 1.1
Share-based payment
charge - - 2.3 - - - 2.3
Tax relating to share-based
payments - - - - (0.1) - (0.1)
Purchase of shares
held by employee benefit
trust - - - - - (0.7) (0.7)
Use of shares held
by employee benefit
trust - - - - (0.1) 0.1 -
Transfer to retained
earnings - - (1.7) - 1.7 - -
Dividends paid - - - - (21.9) - (21.9)
-------- -------- -------- ------------ --------- ------- -------
Balance at 31 December
2014 41.8 14.8 5.7 (7.2) 359.0 (2.5) 411.6
======== ======== ======== ============ ========= ======= =======
422.1
Cash Flow Statement
For the year ended 31 December 2014
Notes Year ended Year ended
2014 2013
GBPm GBPm
Net cash from operating activities 11a) 88.6 92.4
----------- -----------
Investing activities
Interest received 0.1 0.2
Proceeds on disposal of property,
plant and equipment 0.2 0.9
Purchases of property, plant and
equipment (29.6) (28.7)
Purchases of intangible assets (1.5) (1.0)
Acquisition of Upeca 13 (60.1) -
Acquisition of Thermal 13 - (28.1)
Acquisition of Atlas - (2.4)
Loan to joint venture (1.1) -
Investment in joint venture - (0.5)
Net cash used in investing activities (92.0) (59.6)
----------- -----------
Financing activities
Dividends paid (21.9) (19.9)
Repayment of borrowings (34.5) (0.2)
Repayments of obligations under
finance leases (1.4) (0.5)
Share issues 1.1 0.1
Purchase of shares held by employee
benefit trust (0.7) (0.9)
New loans raised 16.1 -
Net cash used in financing activities (41.3) (21.4)
----------- -----------
Net (decrease)/increase in cash
and cash equivalents (44.7) 11.4
Cash and cash equivalents at beginning
of period 53.1 43.9
Effect of foreign exchange rate
changes 0.1 (2.2)
----------- -----------
Cash and cash equivalents at end
of period 11c) 8.5 53.1
=========== ===========
Notes to the above Financial Statements
For the year ended 31 December 2014
1. General information
These results for the year ended 31 December 2014 are an excerpt
from the Annual Report & Accounts 2014 and do not constitute
the Group's statutory accounts for 2014 or 2013. Statutory accounts
for 2013 have been delivered to the Registrar of Companies, and
those for 2014 will be delivered following the Company's Annual
General Meeting. The Auditor has reported on both those accounts;
their reports were unqualified, did not draw attention to any
matters by way of emphasis and did not contain statements under
Sections 498(2) or (3) of the Companies Act 2006 or equivalent
preceding legislation.
2. Significant accounting policies
Whilst the financial information included in this Annual Results
Release has been prepared in accordance with International
Financial Reporting Standards ("IFRS") adopted by the European
Union, this announcement does not itself contain sufficient
information to comply with IFRS. Full Financial Statements that
comply with IFRS are included in the Annual Report & Accounts
2014 which is available at www.seniorplc.com, hard copies of which
will be distributed on or soon after 13 March 2015.
The accounting policies adopted are consistent with those
followed in the preparation of the Group's Annual Report &
Accounts 2014 which are unchanged from those adopted in the Group's
Annual Report & Accounts 2013, except as described below.
In the current financial year, the Group has adopted the
following standards and amendments:
IFRS 10 establishes a single basis to determine whether an
entity should be included in the consolidated financial statements.
This standard does not change the Group's conclusion on control and
therefore does not represent a material impact on the Group's
Financial Statements.
IFRS 11 introduces an amended approach to joint arrangements and
provides guidance on how to account for joint operations and joint
ventures. This standard does not change the Group's conclusion on
its joint venture and therefore does not represent a material
impact on the Group's Financial Statements.
IFRS 12 provides disclosure requirements for all forms of
interest in other entities. The required enhanced disclosures are
included, where applicable, in the Group's Financial
Statements.
IFRS 10, IFRS 11 and IFRS 12: Consolidated Financial Statements,
Joint Arrangements and Disclosure of Interests in Other Entities -
Transition Guidance provides additional relief by limiting the
requirements to provide comparative information to only the
preceding comparative period. This guidance does not represent a
material impact on the Group's Financial Statements.
IAS 19 amendments permit contributions to be recognised as a
reduction in the service cost in the period in which the related
service is rendered if the amount of contribution from an employee
or third party is independent of the number of years of service. As
the Group's largest defined benefit plan is closed to future
accruals this amendment does not represent a material impact on the
Group's Financial Statements.
IAS 27 contains the accounting and disclosure requirements for
investments in subsidiaries, joint arrangements and associates when
preparing separate financial statements. This standard has no
material impact on the Group's Financial Statements.
IAS 28 prescribes the accounting for associates and joint
ventures. This standard does not represent a material impact on the
Group's Financial Statements.
Annual Improvements to IFRSs 2010-2012 Cycle and Annual
Improvements to IFRSs 2011-2013 Cycle incorporate necessary, but
non-urgent, amendments to 11 International Financial Reporting
Standards. The amendments most relevant to the Group are:
IFRS 2: Share Based Payments amends the definition of "vesting
condition" and "market condition" and adds a definition of
"performance condition" and "service condition". This amendment
does not currently represent a material impact on the Group's
Financial Statements.
IFRS 9: Operating Segment requires an entity to disclose the
judgements made by management in applying the aggregation criteria
to operating segments. The enhanced disclosure is included in the
Group's Financial Statements.
The remaining nine amendments in Annual Improvements to IFRSs
2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle do
not currently impact the Group's Financial Statements.
The following amendments to Standards and Interpretations are
also effective from the current financial year, but currently do
not impact the Group's operations: IFRS 10, IFRS 12 and IAS 27
(Amendments) Investment Entities, IAS 39 (Amendments) Novation of
Derivatives and Continuation of Hedge Accounting and IFRIC 21
Levies.
3. Segment information
The Group reports its segment information as two operating
Divisions according to the market segments they serve, Aerospace
and Flexonics. For management purposes, the Aerospace Division is
managed as two sub-divisions, Aerostructures and Fluid Systems, in
order to enhance management oversight; however, these are
aggregated as one reporting segment as they service similar markets
and customers in accordance with IFRS 8. The Flexonics Division is
managed as a single division.
Segment information for revenue, operating profit and a
reconciliation to entity net profit is presented below.
Elimination Elimination
/ central / central
Aerospace Flexonics costs Total Aerospace Flexonics costs Total
Year Year Year Year Year Year Year Year
ended ended ended ended ended ended ended ended
2014 2014 2014 2014 2013 2013 2013 2013
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Continuing
operations
External revenue 536.5 284.3 - 820.8 506.1 269.0 - 775.1
Inter-segment
revenue 0.1 0.3 (0.4) - 0.5 0.3 (0.8) -
---------- ---------- ------------ ------- ---------- ---------- ------------ -------
Total revenue 536.6 284.6 (0.4) 820.8 506.6 269.3 (0.8) 775.1
========== ========== ============ ======= ========== ========== ============ =======
Continuing
adjusted trading
profit 77.9 43.5 (9.5) 111.9 76.5 40.4 (9.0) 107.9
Share of joint
venture loss - (0.3) - (0.3) - (0.3) - (0.3)
---------- ---------- ------------ ------- ---------- ---------- ------------ -------
Continuing
adjusted operating
profit 77.9 43.2 (9.5) 111.6 76.5 40.1 (9.0) 107.6
Exceptional
pension
(charge)/credit - - (1.5) (1.5) - - 1.1 1.1
Reversal of
contingent
consideration
payable - - - - - 3.8 - 3.8
Impairment
of goodwill (9.4) - - (9.4) (12.7) - - (12.7)
Restructuring
costs (1.5) - - (1.5) (1.9) - - (1.9)
Amortisation
of intangible
assets from
acquisitions (4.8) (2.4) - (7.2) (3.0) (1.2) - (4.2)
Write-down
of L85 inventory (1.8) - - (1.8) - - - -
Acquisition
costs (0.3) (0.3) - (0.6) (0.4) - - (0.4)
---------- ---------- ------------ ------- ---------- ---------- ------------ -------
Operating
profit 60.1 40.5 (11.0) 89.6 58.5 42.7 (7.9) 93.3
========== ========== ============ ======= ========== ========== ============ =======
Investment
income 0.1 0.2
Finance costs (9.1) (9.7)
------- -------
Profit before
tax 80.6 83.8
Tax (17.1) (12.4)
------- -------
Profit after tax 63.5 71.4
======= =======
Adjusted operating
profit (Note 4) 111.6 107.6
======= =======
Segment information for assets and liabilities is presented
below.
Assets Year ended Year ended
2014 2013
GBPm GBPm
Aerospace 293.0 251.5
Flexonics 130.7 103.7
Corporate 3.0 2.3
----------- -----------
Segment assets for reportable segments 426.7 357.5
Unallocated
Goodwill 262.5 225.9
Intangible customer relationships 25.1 14.3
Cash 13.2 53.1
Deferred and current tax 7.1 7.6
Others 2.7 2.0
----------- -----------
Total assets per balance sheet 737.3 660.4
=========== ===========
Liabilities Year ended Year ended
2014 2013
GBPm GBPm
Aerospace 84.7 74.6
Flexonics 51.2 37.3
Corporate 11.2 14.1
----------- -----------
Segment liabilities for reportable segments 147.1 126.0
Unallocated
Debt 117.5 111.6
Finance leases 0.7 0.7
Deferred and current tax 38.1 31.6
Retirement benefit obligations 19.8 25.6
Others 2.5 3.4
----------- -----------
Total liabilities per balance sheet 325.7 298.9
=========== ===========
4. Adjusted operating profit and adjusted profit before tax
The provision of adjusted operating profit and adjusted profit
before tax, derived in accordance with the table below, has been
included to identify the performance of operations, from the time
of acquisition or until the time of disposal, prior to the impact
of amortisation of intangible assets acquired on acquisitions,
reversal of contingent consideration payable, impairment charges,
restructuring costs, exceptional pension charge or credits,
acquisition costs, and write-down of L85 inventory.
Year ended Year ended
2014 2013
GBPm GBPm
Operating profit 89.6 93.3
----------- -----------
Exceptional pension charge/(credit) 1.5 (1.1)
Reversal of contingent consideration payable - (3.8)
Impairment of goodwill 9.4 12.7
Restructuring costs 1.5 1.9
Amortisation of intangible assets from acquisitions 7.2 4.2
Write-down of L85 inventory 1.8 -
Acquisition costs 0.6 0.4
----------- -----------
Adjustments to operating profit 22.0 14.3
----------- -----------
Adjusted operating profit 111.6 107.6
=========== ===========
Profit before tax 80.6 83.8
----------- -----------
Adjustments to profit as above before tax 22.0 14.3
Adjusted profit before tax 102.6 98.1
=========== ===========
5. Tax charge
Year ended Year ended
2014 2013
GBPm GBPm
Current tax:
Current year 12.4 12.6
Adjustments in respect of prior periods (0.5) (3.7)
----------- -----------
11.9 8.9
----------- -----------
Deferred tax:
Current year 6.2 0.3
Adjustments in respect of prior periods (1.0) 3.2
----------- -----------
5.2 3.5
----------- -----------
17.1 12.4
=========== ===========
UK Corporation tax is calculated at an effective rate of 21.5%
(2013 - 23.25%) of the estimated assessable profit for the year.
Taxation for other jurisdictions is calculated at the rates
prevailing in the respective jurisdictions.
6. Dividends
Year ended Year ended
2014 2013
GBPm GBPm
Amounts recognised as distributions to equity
holders in the period:
Final dividend for the year ended 31 December
2013 of 3.60p (2012 - 3.27p) per share 15.0 13.6
Interim dividend for the year ended 31 December
2014 of 1.67p (2013 - 1.52p) per share 6.9 6.3
----------- -----------
21.9 19.9
=========== ===========
Proposed final dividend for the year ended 31
December 2014
of 3.96p (2013 - 3.60p) per share 16.6 15.0
=========== ===========
The proposed final dividend is subject to approval by
shareholders at the Annual General Meeting 2015 and has not been
included as a liability in these Financial Statements.
7. Earnings per share
The calculation of the basic and diluted earnings per share is
based on the following data:
Number of shares Year ended Year ended
2014 2013
million million
Weighted average number of ordinary shares for
the purposes of basic earnings per share 416.3 414.7
Effect of dilutive potential ordinary shares:
Share options 5.3 5.4
----------- -----------
Weighted average number of ordinary shares for
the purposes of diluted earnings per share 421.6 420.1
=========== ===========
Year ended 2014 Year ended 2013
Earnings and earnings per share Earnings EPS Earnings EPS
GBPm pence GBPm pence
Profit for the period from
continuing operations 63.5 15.25 71.4 17.22
Adjust:
Amortisation of intangible
assets from acquisitions net
of tax of GBP1.3m (2013 - GBP1.4m) 5.9 1.42 2.8 0.67
Acquisition costs net of tax
of GBPnil (2013 - GBPnil) 0.6 0.14 0.4 0.10
Reversal of contingent consideration
payable net of tax of GBPnil
(2013 - GBPnil) - - (3.8) (0.92)
Goodwill impairment charge
net of tax of GBPnil (2013
- GBP5.1m) 9.4 2.26 7.6 1.83
Exceptional pension charge/(credit)
net of tax of GBP0.3m (2013
- GBP0.4m) 1.2 0.29 (0.7) (0.17)
Write-down of L85 inventory
net of tax of GBP0.7m (2013
- GBPnil) 1.1 0.26 - -
Restructuring costs net of
tax of GBP0.6m (2013 - GBP0.8m) 0.9 0.22 1.1 0.27
Adjusted earnings after tax 82.6 19.84 78.8 19.00
========= ======= ========= =======
Earnings per share
* basic 15.25p 17.22p
* diluted 15.06p 17.00p
* adjusted 19.84p 19.00p
* adjusted and diluted 19.59p 18.76p
The effect of dilutive shares on the earnings for the purposes
of diluted earnings per share is GBPnil (2013 - GBPnil).
The denominators used for all basic, diluted and adjusted
earnings per share are as detailed in the "Number of shares" table
above.
The provision of an adjusted earnings per share, derived in
accordance with the table above, has been included to identify the
performance of operations, from the time of acquisition or until
the time of disposal, prior to the impact of the following
items:
-- amortisation of intangible assets acquired on acquisitions;
-- exceptional pension charge or credits;
-- acquisition costs;
-- reversal of contingent consideration payable;
-- impairment charges;
-- restructuring costs; and
-- write-down of L85 inventory.
8. Goodwill
Goodwill increased by GBP36.6m during the year to GBP262.5m
(2013 - GBP225.9m) due to goodwill arising on the acquisition of
Upeca of GBP36.5m, an increase of GBP1.3m relating to the 2013
acquisition of Thermal (see Note 13), an impairment charge of
GBP9.4m relating to the Group's Composites business in Wichita, USA
(see Note 15) and exchange translation differences of GBP8.2m.
9. Property, plant and equipment
During the period, the Group spent GBP29.6m (2013 - GBP28.7m) on
the acquisition of property, plant and equipment. The Group also
disposed of property, plant and equipment with a carrying value of
GBP0.2m (2013 - GBP0.9m) for proceeds of GBP0.2m (2013 -
GBP0.9m).
10. Share capital
Share capital as at 31 December 2014 amounted to GBP41.8m.
During 2014, the Group issued 786,950 shares at an average price of
146.8p per share under share option plans raising GBP1.1m.
1,358,809 shares were also issued during 2014 under the Senior plc
2005 Long-Term Incentive Plan.
11. Notes to the cash flow statement
a) Reconciliation of operating profit to net cash from operating
activities
Year ended Year ended
2014 2013
GBPm GBPm
Operating profit 89.6 93.3
Adjustments for:
Depreciation of property, plant and equipment 24.1 21.6
Amortisation of intangible assets 8.0 4.9
Impairment of goodwill 9.4 12.7
Reversal of contingent consideration payable - (3.8)
Restructuring costs 1.5 1.9
Share options 2.5 3.5
Pension payments in excess of service cost (9.1) (7.7)
Share of joint venture 0.3 0.3
Exceptional pension charge/(credit) 1.5 (1.1)
----------- -----------
Operating cash flows before movements in working
capital 127.8 125.6
Increase in inventories (11.5) (8.6)
Increase in receivables (13.6) (9.2)
Increase/(decrease) in payables 8.6 (1.3)
Working capital currency movements (1.5) -
----------- -----------
Cash generated by operations 109.8 106.5
Income taxes paid (12.7) (6.0)
Interest paid (8.5) (8.1)
----------- -----------
Net cash from operating activities 88.6 92.4
=========== ===========
b) Free cash flow
Free cash flow, a non-statutory item, highlights the total net
cash generated by the Group prior to corporate activity such as
acquisitions, disposals, financing and transactions with
shareholders. It is derived as follows:
Year ended Year ended
2014 2013
GBPm GBPm
Net cash from operating activities 88.6 92.4
Interest received 0.1 0.2
Proceeds on disposal of property, plant and
equipment 0.2 0.9
Purchases of property, plant and equipment (29.6) (28.7)
Purchase of intangible assets (1.5) (1.0)
----------- -----------
Free cash flow 57.8 63.8
=========== ===========
c) Analysis of net debt
At Assumed At
1 Jan Non-cash on Exchange 31 Dec
2014 Cash flow items acquisition movement 2014
GBPm GBPm GBPm GBPm GBPm GBPm
Cash 53.1 (40.0) - - 0.1 13.2
Overdrafts - (4.7) - - - (4.7)
------- ---------- --------- ------------- --------- --------
Cash and cash equivalents 53.1 (44.7) - - 0.1 8.5
Debt due within
one year (21.2) 31.5 (16.0) (12.9) (0.8) (19.4)
Debt due after one
year (90.4) (13.1) 16.0 - (5.9) (93.4)
Finance leases (0.7) 1.4 - (1.4) - (0.7)
Total (59.2) (24.9) - (14.3) (6.6) (105.0)
======= ========== ========= ============= ========= ========
Year ended Year ended
2014 2013
GBPm GBPm
Cash and cash equivalents comprise:
Cash 13.2 53.1
Bank overdrafts (4.7) -
----------- -----------
Total 8.5 53.1
=========== ===========
Cash and cash equivalents (which are presented as a single class
of assets on the face of the Balance Sheet) comprise cash at bank
and other short-term highly liquid investments with a maturity of
three months or less. The Directors consider that the carrying
amount of cash and cash equivalents approximates to their fair
value.
12. Retirement benefit schemes
Defined Benefit Schemes
Aggregate retirement benefit liabilities are GBP19.8m (2013 -
GBP25.6m). The primary components of this liability are the Group's
UK and US defined benefit pension schemes, with deficits of GBP9.4m
(2013 - GBP15.6m) and GBP4.7m (2013 - GBP4.3m) respectively, and a
liability on unfunded schemes of GBP5.7m (2013 - GBP5.7m). These
values have been assessed by independent actuaries using current
market values and discount rates. The decrease in the liability
from GBP25.6m at 31 December 2013 to GBP19.8m at 31 December 2014
is principally due to the positive impact of GBP9.1m cash
contributions in excess of service costs, asset returns above
expectation and a decrease in the inflation assumptions during the
year partially offset by a decrease in the discount rate and a
GBP1.5m curtailment charge following the closure to future accrual
of the Senior plc Pension Plan at the end of 6 April 2014.
13. Acquisitions
Thermal Engineering Limited
As noted in the Annual Report & Accounts 2013, on 29
November 2013 the Group acquired 100% of the issued share capital
of Thermal Engineering Ltd and its parent company Thermal
Engineering Holding Ltd (collectively "Thermal"). On reviewing the
financial exposures during 2014, the fair value of financial
liabilities increased by GBP1.3m resulting in a corresponding
increase in goodwill of GBP1.3m.
Upeca Technologies Sdn. Bhd.
On 8 April 2014, the Group acquired 100% of the issued share
capital of UPECA Technologies Sdn. Bhd., and its 100%-owned
subsidiaries UPECA Flowtech Sdn. Bhd., UPECA Engineering (Tianjin)
Co. Ltd, UPECA Valve Automation Sdn. Bhd. and UPECA Engineering
Sdn. Bhd., together with its 75%-owned subsidiary UPECA Aerotech
Sdn. Bhd. (collectively "Upeca"). The Group also subsequently
acquired the remaining 25% minority interest in UPECA Aerotech Sdn.
Bhd. Upeca is located in Selangor, Malaysia and Tianjin, China and
manufactures high-precision engineered components serving the
aerospace and energy sectors. Upeca's capabilities are highly
complementary to Senior's existing portfolio, strengthening the
Group's aerospace and energy market presence in the increasingly
important South East Asian region. The consideration was GBP59.1m
plus the assumption of GBP15.3m of net debt and the acquisition was
funded by the Group's existing debt facilities.
Set out below is a provisional summary of the net assets
acquired:
Recognised amounts of identifiable assets acquired GBPm
and liabilities assumed:
Identifiable intangible assets 17.8
Property, plant and equipment and computer software 15.1
Inventories 4.7
Financial assets, excluding cash and cash equivalents 7.5
Cash and cash equivalents 4.9
Financial liabilities excluding bank overdraft
and other borrowings (5.8)
Bank overdraft and other borrowings (20.2)
Deferred tax liability (1.4)
-------
Net assets acquired 22.6
Goodwill 36.5
-------
Total consideration 59.1
-------
Consideration satisfied by:
Cash paid 59.1
-------
Net cash outflow arising on acquisition:
Cash consideration 59.1
Add: overdraft net of cash and cash equivalents
acquired 1.0
-------
Net cash outflow arising on acquisition 60.1
=======
The goodwill of GBP36.5m represents the premium paid in
anticipation of future profitability from assets that are not
capable of being separately identified and separately recognised
such as the assembled workforce as well as the expectation that the
Group will be able to leverage its wider market access and strong
financial position to generate sustainable financial growth beyond
what Upeca would have potentially achieved as a stand-alone
company. None of the goodwill is expected to be deductible for tax
purposes.
The intangible assets acquired as part of the acquisition relate
mainly to customer contracts and relationships, the fair value of
which is dependent on estimates of attributable future revenues,
profitability and cash flows, and are being amortised over five
years.
13. Acquisitions continued
The financial assets acquired include trade receivables with a
provisional fair value of GBP6.8m and a gross contractual value of
GBP6.8m, all of which is currently expected to be collectible.
Acquisition-related costs of GBP0.6m are included in
administrative expenses within trading profit in the Group's
Consolidated Income Statement for the year ended 31 December
2014.
The fair value of the acquired identifiable assets and
liabilities is provisional pending finalisation of the fair value
exercise.
Upeca contributed GBP26.8m of external revenue and GBP4.1m to
the Group's operating profit from the date of acquisition to 31
December 2014. If the acquisition had been completed on 1 January
2014, continuing Group revenue for the 12 months ended 31 December
2014 would have been GBP828.8m and continuing Group operating
profit would have been GBP90.9m.
14. Investment in joint venture
During 2012, the Group set up and has a 49% interest in Senior
Flexonics Technologies (Wuhan) Limited, a jointly controlled entity
incorporated in China. The Group's investment of GBP0.7m represents
the Group's share of the joint venture's net assets as at 31
December 2014.
During 2014, the Group provided a loan of GBP1.1m to the joint
venture. This is reported as GBP0.7m within current assets and
GBP0.4m in non-current assets.
15. Post balance sheet events
On 20 January 2015, the Group was notified by Bombardier of the
decision to suspend, for an indefinite period of time, the
development of its L85 business jet programme. This post balance
sheet event triggered a one-off GBP1.8m impairment of inventory and
a GBP9.4m impairment of goodwill both of which have been recognised
as exceptional charges in 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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