2023 Final Results, 7 March 2024
TT Electronics
plc
Results for the year ended
31 December 2023
For
further information, please contact:
TT Electronics
Peter France, Chief Executive
Officer
Mark Hoad, Chief Financial
Officer
Kate Moy, Head of Investor
Relations and
Communications
Tel:
+44 (0)1932 827 779
MHP
Communications
Tim Rowntree / Ollie
Hoare
Tel: +44 (0)20 3128 8100
A management presentation for
analysts and investors will be held today at 0800hrs and can be
accessed on https://stream.brrmedia.co.uk/broadcast/65a7a5a9c5ec665c02ecf6d4
A recording of the presentation
and Q&A session will be available on the website later in the
day.
A PDF of this full year
announcement is available for download from
https://www.ttelectronics.com/investors/investor-highlights/reports-presentations-videos/.
Results for the year ended 31 December 2023
Strong profit growth, margin
enhancement and cash generation
£ million (unless otherwise
stated)
|
Adjusted Results1
|
|
Statutory Results
|
|
2023
|
2022
|
Change
|
Change
constant fx
|
|
2023
|
2022
|
Revenue
|
613.9
|
617.0
|
(1)%
|
1%
|
|
613.9
|
617.0
|
Operating profit/(loss)
|
52.8
|
47.1
|
12%
|
16%
|
|
8.7
|
(3.4)
|
Operating profit margin
|
8.6%
|
7.6%
|
100bps
|
110bps
|
|
1.4%
|
(0.6)%
|
Profit/(loss) before
taxation
|
43.0
|
40.4
|
6%
|
11%
|
|
(1.1)
|
(10.1)
|
Earnings/(loss) per
share
|
19.2p
|
18.2p
|
5%
|
10%
|
|
(3.9)p
|
(7.5)p
|
Return on invested
capital
|
12.0%
|
10.5%
|
|
|
|
|
|
Cash conversion
|
92%
|
33%
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
2022
|
Free cash
flow1
|
|
|
|
|
|
23.9
|
(13.1)
|
Net debt1
|
|
|
|
|
|
126.2
|
138.4
|
Leverage1
|
|
|
|
|
|
1.7x
|
2.0x
|
Dividend per share
|
|
|
|
|
|
6.8p
|
6.3p
|
|
|
|
|
|
|
|
|
Financial Highlights
·
Free cash flow of £23.9 million with cash
conversion at 92% and leverage reduced to 1.7x
·
Adjusted Group operating margin up 110 bps to
8.6% (8.9% excluding pass-through), supported by strong recovery in
Power & Connectivity
·
Adjusted operating profit growth of
16%
·
Full year revenue up 3% year-on-year at constant
currency excluding pass through revenue
·
Statutory operating profit of £8.7 million
(including a £32.5 million non-cash fair value write down of assets
held for sale), statutory basic EPS loss of 3.9p
·
ROIC increased 150 bps to 12.0%
·
Total dividend increase of 8% to 6.8p, reflecting
strong performance and positive outlook
Operational highlights
·
Excellent business development success, with 37
significant contract awards delivering c. £250 million of potential
lifetime revenues
·
Agreement for sale of Cardiff, Hartlepool and
Dongguan business units for £20.8 million on cash and debt free
basis signed - expected to enhance margins and reduce
leverage
·
Broadened our customer offering by extending our
capabilities in Mexico
·
Successful transfer of Ferranti business to a
modern facility in Greater Manchester
·
Achieved employee engagement score2 in
line with 3 star 'world class companies to work for'
·
Delivered an 18% reduction in Scope 1 & 2
emissions
·
Environmental ratings of AA from MSCI and an
improved B- rating from CDP
Outlook
·
Order book visibility remains above historic,
pre-Covid levels - total order cover at December c.11 months
revenues of which c. 9 months relates to 2024 revenues
·
Focus on improved operational execution driving
continued earnings growth
·
Strong free cash flow generation and continued
reduction in leverage expected
·
On track to deliver 10% group operating margin in
2024
·
Capital Markets event on 9 April to provide
details of our actions and plans to accelerate the execution of a
refreshed strategy, that will unlock value and deliver continued
growth.
Peter France, Chief Executive Officer,
commented:
"2023 was a year of strong
operational and financial progress. The Group has delivered against
the priorities that were set for the year: strong free cash
generation has led to further reduction in leverage, and our strong
order book was converted into double-digit operating profit growth,
with good operating margin progression supported by a recovery in
our P&C business.
I was delighted to join TT as CEO
last October. TT is a strong business with robust fundamentals,
talented people and market leading technologies. It is well-aligned
with global megatrends, driving demand from our high growth end
markets. We have the foundations from which to accelerate the
execution of our strategy aimed at delivering sustainable
disciplined growth, improved margins and a strong balance sheet. I
see considerable opportunity to unlock further value in the
business by strengthening operational execution, expanding and
optimising our routes to market and by enhancing product
innovation. A first step in driving improved margins and
simplifying the portfolio is the recently announced sale of our
businesses in Cardiff, Hartlepool and Dongguan. I look
forward to sharing more detail of my plans as part of our Capital
Markets presentation on 9 April.
Based on the strength and level of
visibility in our order book, current end market activity and
operational improvement initiatives that are underway, while
mindful of the wider macro environment, we are on track to deliver
a 10% operating margin in 2024."
About TT Electronics
TT Electronics is a global
provider of engineered electronics for performance critical
applications.
TT solves technology challenges
for a sustainable world. TT benefits from enduring megatrends in
structurally high-growth markets including healthcare, aerospace,
defence, electrification and automation. TT invests in R&D to
create designed-in products where reliability is mission critical.
Products designed and manufactured include sensors, power
management and connectivity solutions. TT has design and
manufacturing facilities in the UK, North America, and
Asia.
Notes
1. Throughout this
announcement we refer to a number of alternative performance
measures which provide additional useful information. The
Directors have adopted these measures to provide additional
information on the underlying trends, performance and position of
the Group with further details set out on pages 17 to
18. The adjusted measures used
are set out in the 'Reconciliation of KPIs and non IFRS measures'
section on pages 42 to 49.
2. Survey by Best Companies
Ltd
CHIEF EXECUTIVE OFFICER'S REVIEW
Introduction
Having joined TT in October, I
have now visited nearly all of our sites, spent time with
colleagues and met a number of our customers and other
stakeholders. I have been greatly impressed by the quality of our
people, the strength of the TT culture and the depth of our
customer relationships.
The Group has delivered on all its
priorities set at the beginning of 2023: it has converted its
strong order book into revenue and profit growth, increased the
margin by 110bps, and continued to improve the performance in its
Power and Connectivity (P&C) division. From a balance sheet
perspective, strong free cash flow generation has resulted in
reduced net debt and a further reduction in leverage.
The Group's 2023 performance was
led by the improvement in our P&C business, with Global
Manufacturing Solutions (GMS) sustaining its best-in-class margin
performance. The overall result of our Sensors & Specialist
Components (S&SC) business was impacted by the one-off HVAC
breakdown at Plano, which affected production from June through to
September and resulted in a £3 million reduction in divisional
profits.
I am excited about the potential
for TT and can see opportunities to unlock further value across the
business: driving growth, efficiencies and performance by
capitalising on our positions in the structural growth markets in
which we operate, by optimising our operational execution and by
enhancing our innovation and product development
strengths.
Our relationships with customers
are long-term and collaborative in nature
delivering positive order intake in the year. We secured 37 significant contract wins that are expected to
deliver circa £250 million of potential lifetime revenue.
As anticipated, we have seen order intake
normalisation during the second half as lead times have reduced,
however, our order book continues to provide levels of forward
visibility ahead of historic, pre-Covid levels, and we are now
starting to see order intake begin to improve again. At the end of
December, the order book gives us visibility over circa 11 months
of revenues, of which 9 months relates to 2024 revenues.
During the year organic investment
in the business totalled £33.2m; we have invested £10.8 million in
research and development (R&D) and £22.4 million in capital
expenditure. This is an important and substantial investment in our
future to support growth and the development and enhancement of our
pipeline of new products. It included £4.5 million on the move of
the acquired Ferranti business to a new facility in Greater
Manchester and £4.1 million on expanding our manufacturing
capabilities in Mexicali.
Environmental, social and
governance (ESG) principles are central to our
purpose, and our growth expectations
partly reflect opportunities presented by the move to a lower
carbon world for our design-led technologies. We have made further excellent progress in 2023 to reduce
our Scope 1 and Scope 2 carbon emissions. These have decreased by
18 per cent in the year to 10,533 tonnes and are down 62 per cent
against our 2019 baseline. In adjusting
for revenue growth within the business, the intensity ratio has
improved from 56 in 2019 to 17 in 2023. This improvement has been
achieved due to our energy efficiency actions and switching to the
use of electricity from renewable sources.
We were delighted to attain
a 2023 employee engagement score in line
with the three star "world class companies to work for" Best
Companies Ltd benchmark, reflecting the importance we attribute to
living the TT values every day.
Results and operations
Revenue for the year was £613.9
million, 1 per cent higher than the prior year at constant currency
and 3 per cent higher excluding the impact of the unwind of
pass-through revenues. Reported revenue
included £19.9 million of zero margin pass-through revenues, a
£10.4 million reduction on 2022 at constant currency. This relates
to materials where we experienced very significant cost inflation
which was being transparently passed on to customers with no margin
mark-up.
Adjusted operating profit
was £52.8 million, 16 per cent
higher than the prior year at constant currency, reflecting the
benefits of volume growth, improved pricing and the balance of the
benefits of our self-help programme. The adjusted operating
margin was 8.6 per cent. Excluding zero
margin pass-through revenues, adjusted operating margin was
8.9 per cent.
After the impact of adjusting
items, including restructuring, pension, acquisition
and disposal costs, and a non-cash asset
write-down, the Group's full-year statutory operating profit was
£8.7 million. The non-cash write-down of £32.5 million relates to
the recently announced disposal of businesses in the P&C and
GMS divisions, referred to internally as "Project Albert".
Cash flow impacting adjusting items totalled
£4.0 million.
Adjusted earnings per share (EPS)
increased to 19.2 pence
(2022: 18.2 pence), reflecting the improved adjusted operating
profit in the period offset by higher interest charges. Basic EPS
was a loss of 3.9 pence (2022: 7.5 pence
loss).
Cash conversion returned to target
levels, at 92 per cent
(2022: 33 per cent) and with significantly reduced cash impacting
adjusting items and a pension surplus refund (see below), cash
generation has inflected resulting in a free cash inflow of £23.9
million (2022: outflow £13.1 million). Adjusted operating cash inflow post capital expenditure
during the period was £48.8 million (2022: £15.7 million). On a
statutory basis, cash flow from operating activity was £62.9
million (2022: £12.7 million).
Following the buy-in of our UK
defined benefit pension scheme (the "Scheme") in November 2022, the
Scheme is de-risked with scheme
liabilities now matched by the buy-in insurance policy.
Given the higher level of confidence over there
ultimately being a surplus in the Scheme at the point of wind-up,
in December, the Scheme made an initial surplus refund to the
Company of £5.0 million less tax (£3.2 million net).
We ended the year with net debt of
£126.2 million[1] (2022: £138.4 million),
including lease liabilities of £20.8 million (2022: £23.1
million). Year-end leverage was 1.7 times
(2022: 2.0 times), within the Board's target leverage range of 1-2
times. We are confident this downward trajectory will continue as
EBITDA increases and as we deliver further strong free cash flow in
2024.
Our return on invested capital
was 12.0 per cent in 2023, increasing by
150 basis points due to the growth in adjusted operating profit,
combined with the high cash conversion which meant there was only a
limited increase in invested capital.
On 4 March 2024 we announced that we
had agreed to divest our business units in Cardiff and Hartlepool,
UK and Dongguan, China for £20.8 million on a cash and debt free
basis. These assets were classified as held for sale at 31 December
2023 and were written down by £32.5 million reflecting fair value
and costs to sell. The disposal is expected to complete by the end
of Q1 2024 and is expected to enhance group margins and improve
leverage.
Dividend
Given our strong trading
performance in 2023 and the positive outlook, the Board is
proposing a final dividend of 4.65 pence per share. The total cash
cost of this dividend will be approximately £8.2 million. This,
when combined with the interim dividend of 2.15 pence per share
gives an increase of 8 per cent in the total dividend to 6.8 pence
(2022: 6.3 pence per share). Payment of the dividend will be
made on 15 May 2024, to shareholders on the register at 12 April
2024.
Our
strategy
The Group is positioned in
attractive structurally growing markets. Our customer partnerships
are long-term in nature with an extended order book providing circa
11 months of visibility. We are targeting through-cycle,
outperformance of the medium-term growth in our end markets of 4-6
per cent, driven in part by our business development success with
higher growth, blue-chip customers. We are focused on generating
optimum returns for all our stakeholders while maintaining capital
discipline, delivering strong cash generation and careful use of
the balance sheet to facilitate continued
investment.
We look forward to presenting more
detailed thoughts on a refreshed strategy for the Group at the
Capital Markets event on 9 April 2024. TT has a strong platform
from which to accelerate growth. Alongside this, we see a number of
opportunities across the Group to create additional value by
focusing on operational excellence, commercial discipline and
innovation. The Group structure is evolving to improve execution
and enable greater collaboration and we will provide more details
of our plans in April.
On
track to deliver 10% margins in 2024
The pursuit of higher margins
remains core to the Group's strategy. In 2023 the Group made good
progress delivering a 110 basis point improvement in adjusted
operating margin to 8.6 per cent. Excluding the impact of
pass-through revenues, adjusted operating margin was
8.9 per cent.
We anticipate pass-through revenues becoming
significantly less pronounced in 2024.
The reduction in pass-through
revenues, the recently announced Project Albert disposal and our
focus on efficiency, costs and pricing discipline alongside
operational leverage on growth, where we have good visibility from
our order book, all underpin our confidence in achieving a 10%
operating margin in 2024.
Outlook
TT is a strong business with
robust fundamentals, talented people and market leading
technologies. It is well-aligned with global megatrends, driving
demand from our high growth end markets. The foundations are set
from which to accelerate the execution of our strategy aimed at
delivering sustainable, disciplined growth, improved margins and a
strong balance sheet. There is considerable opportunity to unlock
further value in the business by strengthening operational
execution, expanding and optimising our routes to market and by
enhancing product innovation. A first step in driving improved
margins and simplifying the portfolio is the recently announced
sale of our businesses in Cardiff, Hartlepool and
Dongguan.
Based on the strength and level of
visibility in our order book, current end market activity and
operational improvement initiatives that are underway, while
mindful of the wider macro environment, we are confident we are on
track to deliver a 10% operating margin in 2024.
Our
markets
Healthcare (24 per cent of
Group revenue)
In healthcare, we provide design
and manufacturing solutions for a range of diagnostic, surgical and
direct patient care devices critical to the identification,
treatment and prevention of disease. Growth is driven by a
combination of ageing populations, growing patient expectations and
the importance of digitalisation; electronics plays a central role
in advancing the progress of medical technology.
We have increased our exposure to
this attractive end market from 13 per cent of Group revenue in
2015 to 24 per cent in 2023. Our power, connectivity and sensor
technologies span the modern surgical suite from patient monitoring
and therapeutic devices to surgical navigation, diagnostic
equipment and life sciences.
By supporting our life sciences partners, we are
improving laboratory automation systems and enabling samples to be
collected and analysed with minimal human intervention, the
benefits of which are improved data reliability and accuracy,
minimised wastage, and time-efficient procedures. TT is focused on
growing in three areas where we are well placed to capitalise on
increasing demand for high-complexity products driven by
technological advancement: robotic surgery, implantable devices and
life sciences. We are supporting the development of smaller,
lighter, more precise surgical devices, enabling reduced size of
incisions, thereby shortening recovery times and improving overall
patient outcomes. In addition, by improving the portability and
ease of use of diagnostics, we are increasing the availability of
medical imaging to point-of-care facilities. This promotes earlier
detection and better monitoring, hence supporting measures taken to
address the rising prevalence of cancer, cardiac, neurological, and
musculoskeletal disorders.
Demand for elective surgery and
for large installations for hospital or life science applications
are expected to be supportive of market growth over the next few
years.
Examples of some of our new wins
in the year:
·
In our Cleveland facility we have won a new
healthcare customer which reflects our credentials in partnering
with OEMs in highly regulated markets, such as healthcare. We will
work on a new, innovative, infant feeding device for premature
babies and will support the project to meet the stringent
regulatory requirements of ISO 13485 and FDA (Food & Drug
Administration) registration. This novel neonatal medical device
will improve neurological development with the aim of reducing the
length of stay in neonatal intensive care units and hence
costs.
·
The next stage of our GMS expansion into our
Kuantan site in Malaysia is evidenced by a life sciences contract
win to provide printed circuit board assemblies (PCBAs) and systems
integration for a mass spectrometer. Such machines are used in
spectrometry elemental isotope analysis to understand the chemistry
and composition of materials used in healthcare and life sciences.
We are currently undertaking sample builds (first articles) with
volume production expected to commence in H2 2024. This work was
secured given our proven, 10+ year customer partnership and
demonstrates the success of our global manufacturing footprint
expansion strategy.
·
The U.S. team secured two different optical
sensor opportunities with a medical device company, for use in a
blood gas analyser. These sensors are used in the disposable test
vessel cartridges designed for the device which is used for rapid
blood analysis in laboratories and at point of care to measure, for
example, blood gases, pH, electrolytes, metabolites and
CO-Oximetry. The sensors are critical to detect the proper loading
of the cartridge as its alignment with the analyser optics, for
spectral measurements, is essential for proper execution of the
test.
Aerospace and Defence (20
per cent of Group revenue)
In aerospace and defence we
provide solutions for high-reliability applications across a broad
range of platforms operating on land, air and sea. Growth is driven
by increasing electrification of these platforms, which supports
fuel efficiency and safety. Air travel is
rebounding strongly to pre-COVID levels, with continuing tailwinds
given a growing, global middle-class population with a greater
propensity to travel. Robust activity levels span both aftermarket
and, increasingly, original equipment (narrow body predominantly)
as supply chains continue to show signs of steady
improvement. Fundamentally, the need for
more efficient, safer, and environmentally friendly aircraft
remains.
The defence electronics
manufacturing market exhibits consistent, moderate expansion as
governments invest to maintain state-of-the-art capabilities. With
the focus of global growth shifting to the east and south, creating
more powerful national economies in different regions, there will
be greater requirement for protection, and greater resources
available to invest in security and defence. This rising tide looks
set to support strong, sustainable compound growth over the next
decade, with priorities shifting to intelligence and multi-domain
integration.
Active conflict and geopolitical
tensions have increased weapons demand and replenishment of stores.
This is compounded by elevated security concerns in several
regions. In defence our central focus is on next generation
requirements for high-density power electronics and electrical
machines, collaborating with our customers on the development of
technologies that reduce size, weight, power, and cost (SWaP-C),
while simultaneously enhancing command, control, communications,
computing, intelligence, surveillance, and reconnaissance (C4ISR)
capabilities. We have been successful recently in providing more
integrated, design-led solutions, demonstrating our ability to
deliver SWaP-C improvements.
Recent wins in the aerospace and
defence end market:
·
We secured the first order for the development of
a new power module as part of a long term collaborative agreement
with a leading commercial aircraft engine manufacturer, aimed at
advancing electric propulsion systems for electric aircraft
applications. The cornerstone of this partnership revolves around
the E Drive 150 Power Module which enhances various electrical
switching functionalities, critical for vital aircraft systems.
These include electric starter generators, cabin air systems,
electric pumps, and electric actuation with future potential for
use in urban air mobility and small modular (nuclear) reactors. We
believe our power module expertise, along with our persistence in
finding a solution, were key factors in securing this
win.
·
An example of TT moving up the value chain and
engineering power solutions being used in highly efficient,
cutting-edge platforms is a new win with a global aerospace and
defence innovator. TT will design and manufacture two novel custom
AC/DC converters that will meet SWaP-C and electrical requirements
for airborne applications. This multi-million dollar win showcases
our ability to align our tech roadmap with our customers and
provide an airborne solution that has never been seen in the market
before. This technology is being designed and built in Kansas
City.
·
Building on existing work on the UK Tempest
programme, TT was awarded a further contract during 2023 to support
feasibility studies for advanced electrical power solutions on the
sixth-generation Tempest fighter aircraft entering service from
2035 in the UK's future combat air system ("FCAS"). The Team
Tempest consortium is composed of the UK Ministry of Defence and
industry partners BAE Systems, Rolls-Royce, Leonardo UK and MBDA,
working together to deliver a FCAS that pioneers advanced
technology including deep learning AI, ability to fly unmanned, and
a virtual helmet cockpit to stay ahead of evolving threats. This
award expands the longstanding business relationship and multiple
development and manufacturing touchpoints between TT and BAE
Systems on the Tempest military aircraft.
·
We have secured a multi-million, five-year
contract with defence innovator, Marotta Controls, to provide
complex printed circuit board assemblies for production of
high-reliability electronics on a next generation military air
platform. Our ability to scale to meet the customer and market
demand was a key factor in this award.
Automation and
Electrification (36 per cent of Group
revenue)
In automation and electrification
markets, we are continuing to invest in developing capabilities to
address the needs of sophisticated automation applications.
Customers rely on us to help solve their toughest automation and
electrification challenges; streamlining their supply chains,
increasing their efficiency and helping them bring smart, new
products to the market.
Digitalisation is a megatrend in
its own right as it permeates every industry and offers solutions
for many of the challenges faced. Industrial automation is the
backbone of manufacturing and production processes that support
economies and, with increased focus on climate change and natural
resources, there is continuing pressure to facilitate higher
efficiency and productivity.
Given the wide scope of these
markets, performance correlates strongly with global economic
growth, with key indicators being GDP growth and the Purchasing
Managers' Index (PMI), but the digitisation and proliferation of
electronics and electrification means markets will grow faster
than these indicators. Growth is also being driven by demand for
sustainable solutions to improve energy efficiency, the use of
robotics to improve productivity and the increasing use of remote
asset tracking. Within electrification, our priority is in
developing capabilities which will support increasing energy
efficiency and connectivity. Core focus areas include complex
systems integrations and AC and DC power conversion technologies.
We are increasingly able to develop complete, high-value products
and durable components featuring higher voltages. The positive
long-term growth drivers in this market give us confidence that
demand will increase for our power, sensing and connectivity
solutions.
Recent wins in the automation and
electrification space:
·
In Suzhou we have won a contract with Casco, a TT
customer of over 10 years, for signalling solutions across the
Urban Rail network in China. We will provide complex, high level
assembly build cabinets and electronics solutions. The majority of
Casco projects are focused on China, where it is the number one
player in the domestic rail transit market. This win is further
recognition of the success of our China for Asia
strategy.
·
Our focus on working with our customers to bring
smart, sustainable products to market is illustrated by a
collaboration with one of the largest Tier-1 companies in India
which supplies manual and hydraulic steering systems to all major
commercial vehicle manufacturers in the country. TT is supplying an
Electronic Power Steering ("EPS") sensor which is used to measure
required torque and desired angle of the steering system by the
driver. The steering torque and position sensor is mounted in line
with the steering shaft of a vehicle and is a critical part of the
EPS assembly. We started supporting the customer at an early design
stage and provided technical assistance to complete the design and
build stage of the EPS system for the company's 4W Electric
Vehicles commercial segment. Our ability to provide the required
customisation of our sensor established us as the right partner,
leading to a growing business and technology relationship that has
positioned TT as the single source of supply for all this
customer's EPS projects.
·
Two long-standing customers in the Automation and
Electrification sector are secured for our new Mexicali facility as
they leverage the best-cost geography while retaining manufacturing
footprint in the Americas to serve local markets.
Distribution sales
channel (20
per
cent of Group revenue)
We grew our revenues through
distributors again in 2023 and this area now represents 20 per cent
of our overall sales. The demand from distributors comes from a
very wide range of customers and end markets but is, in large part,
driven by the same megatrends supporting our focus end markets
including rapid technological change and digital
transformation.
Environmental, social and governance (ESG)
We are moving at pace to reduce
our carbon emissions and have set ourselves a target to be Net Zero
by 2035 for our Scope 1 & 2 emissions. In 2023 we made further
excellent progress, with an 18 per cent reduction in year and our
Scope 1 & 2 carbon emissions are now 62 per cent lower than our
2019 baseline. This has been accomplished by switching to renewable
tariffs, further site rationalisation, transferring manufacturing
capability and capacity to modern, green facilities and local site
energy saving initiatives.
Our intensity ratio, which
measures our Scope 1 & 2 emissions against our revenue has
reduced to 17, down from 56 in 2019. All our sites that are able to
purchase electricity on renewable tariffs are now doing so. Further
reductions in our carbon emissions will require other measures such
as infrastructure and process projects to reduce electricity
consumption and investment in solar power or other renewables and
we will be ready to benefit from renewables gradually coming on
stream in China. In 2023 our first solar project at Kuantan in
Malaysia was commissioned and we have commenced work on our next
project in Mexicali. Each of our manufacturing sites has its own
energy efficiency plan to include further rolling out of LED
lighting, eliminating waste electricity, replacing inefficient
legacy equipment or reorganising space to save heating/lighting and
managing shift patterns.
In addition to our work on CO2
emissions we are also committed to reducing our impact on the
environment due to use of precious resources such as water, use of
single use plastics and our waste to landfill.
ESG matters including culture,
strategy, regulatory compliance, risk and internal controls are
controlled as part of our overall governance and risk management
frameworks, ultimately overseen by senior management and the Board.
An update on key health, safety and environmental (including
sustainability) metrics is provided at each Board meeting and
in-depth reviews are undertaken on at least an annual
basis.
Engaging employees by continually
building our culture, communicating, listening and supporting is an
important part of what we do every day. We
encourage our teams to take an active role in their local and
national communities, whether fundraising and volunteering for
chosen charities or committing time and resources to promoting STEM
education and careers. The resilience, contribution, and dedication
of our employees in all regions has been remarkable over a
prolonged period of global uncertainty. We will continue to focus
on supporting them as they are critical to the success of
TT.
We have always believed strongly
that high levels of employee engagement enable excellent execution
of strategy and we regularly test this. The latest Group-wide
employee engagement survey was undertaken in the summer of 2023. We
were delighted to attain a 2023 employee engagement score in line
with the three star "world class companies to work for" Best
Companies Ltd benchmark. Focus was directed on participation in
2023, encouraging our employees to have their say and make their
voice heard, concluding with a record 91% of employees globally
completing the survey, up from 86% in both 2021 and
2020.
Our continuing progress on ESG
matters is recognised externally, with a rating of 'AA' in the
latest MSCI ESG Ratings assessment and an improved 'B-' rating from
CDP (2022: C rating).
FINANCIAL OVERVIEW
Group revenue was £613.9 million
(2022: £617.0 million). This included a currency translation
headwind of £11.3 million. Group revenue was 1 per cent higher than the prior year at constant currency.
Excluding the zero margin pass-through revenues, organic growth was
3 per cent, split approximately 1 per cent volume growth and 2 per
cent pricing. Sales volumes across our key markets have been
buoyant and the strength of our order book, and the pipeline of new
business opportunities, gives us confidence that organic growth
will continue despite the headwind to headline organic growth from
the further unwind of pass-through revenue.
The Group's adjusted operating
profit was £52.8 million (2022: £47.1 million) and statutory
operating profit was £8.7 million (2022: £3.4 million loss)
after a charge for items excluded from adjusted
operating profit of £44.1 million (2022: £50.5 million) including:
·
Restructuring costs of £2.0 million (2022: £6.4
million) largely comprising costs associated with the relocation of
production facilities from our US site in Covina to Kansas,
representing the last stage of the self-help programme which
started in 2020.
·
Pension restructuring costs of £1.9 million
(2022: £13.8 million) relating mainly to work to prepare the UK
defined benefit scheme for buy-out.
·
Acquisition and disposal costs totalled £3.1
million (2022: £1.2 million) comprising £1.3 million (2022: £1.1
million) of integration costs relating primarily to the Ferranti
acquisition, which was acquired early in 2022; £1.2 million (2022:
£nil) in preparing assets held for sale; £0.4 million (2022: £0.1
million) relating to integration activities for the acquisition of
Torotel, Inc. and £0.2 million (2022: £nil) of other
costs.
·
Amortisation of intangible assets arising on
business combinations of £4.6 million (2022: £6.0
million).
·
Non-cash write-down costs totalled £32.5 million
relating to the Project Albert businesses held for sale in our IoT
Solutions and GMS CGUs (2022: £23.1 million relating to the
impairment of goodwill and other assets in the IoT Solutions
business).
The adjusted operating margin of
8.6 per cent (2022: 7.6 per cent) reflects the benefits of
operational leverage and our self-help programme. We successfully
offset increases in input costs through price increases.
The net finance cost was £9.8 million (2022: £6.7 million) with the increase being due to a
combination of higher base rates and higher drawn debt levels.
The Group's overall tax charge was £5.7 million
(2022: £3.1 million), including a £3.5
million credit (2022: £5.3 million credit) on
items excluded from adjusted profit. The adjusted tax charge
was £9.2 million (2022: £8.4 million), resulting
in an effective adjusted tax rate of 21.4 per cent (2022: 20.8 per cent).
Adjusted EPS increased to 19.2 pence (2022: 18.2 pence), reflecting the improved adjusted
operating profit in the period. Basic EPS was a loss of 3.9
pence (2022: 7.5 pence loss). Adjusted operating
cash inflow after capex was £48.8 million
(2022: £15.7 million inflow). The improvement was as a result of
increased profitability and a significantly reduced working capital
outflow both of which more than offset increased investment in
capital expenditure. Capital and development expenditure of
£24.0 million (2022: £14.0 million)
reflected investment to support growth. This resulted in adjusted operating cash conversion of 92 per
cent (2022: 33 per cent). On a statutory basis, cash flow from
operating activities was £62.9 million
(2022: £12.7 million).
There was a free cash inflow
of £23.9 million (2022:
outflow £13.1 million), net of £4.0 million of restructuring and acquisition related costs (2022:
£11.1 million) primarily relating to integration costs of the
Ferranti acquisition (£1.3 million), restructuring costs to move
our facility in Covina, US to Kansas, US (£1.0 million), costs
incurred in preparing assets held for sale (£0.9 million), pension
costs (£0.2 million) and other costs (£0.6 million). There was a
£3.2 million pension surplus refund from the UK Scheme (2022: £nil)
net of £1.8 million tax paid. Dividend payments totalled £11.3 million (2022: £10.2
million).
In June 2022 the Group re-financed
its bank revolving credit facility (RCF) with a syndicate of five
relationship banks at commercially attractive rates. This £147.4
million facility had a four-year tenor with a one-year extension
option. In the first half of 2023 we exercised £15 million of a
£32.6 million accordion, thereby increasing the facility size to
£162.4 million, and we also exercised the one-year extension,
taking the facility maturity out to June 2027. The RCF is
complemented by £75 million of private placement fixed rate loan
notes, which were issued in December 2021, with 7 and 10 year
maturities.
At 31 December 2023, the Group's
net debt was £126.2 million (31 December 2022: £138.4 million), including £20.8
million of lease liabilities (31 December 2022:
£23.1 million). Leverage at 31 December 2023, consistent with the
bank covenants, was 1.7 times (31 December
2022: 2.0 times).
Following the buy-in of our UK
defined benefit pension scheme (the "Scheme") in November 2022, the
Scheme is de-risked with scheme
liabilities now matched by the buy-in insurance policy. The
Scheme had a surplus of £25.3 million at
December 2023 (December 2022: £31.3 million). Given the higher
level of confidence over there ultimately being a surplus in the
Scheme at the point of wind-up, in December the Scheme made an
initial surplus refund to the Company of £5.0 million less tax
(£3.2 million net). TT is, in
collaboration with the Scheme Trustee, in the process of preparing
the scheme for buy-out, which is expected to be concluded by late
2024 or early 2025. Shortly after the year-end, we completed the
buy-out of one of our much smaller US approved defined benefit
pension schemes at a cash cost of £1.8 million.
The net surplus across all Group
schemes (including some smaller defined benefit schemes in the US)
at 31 December 2023 was £22.2 million (2022: £28.4
million).
Continued investment in the business
Organic investment in technology
and capital is important to support new project growth and totalled
£33.2 million in 2023. This in part results in us becoming firmly
embedded with our customers as valued partners, enabling us to stay
ahead of their needs and meet the challenges they set us. Our
investment is focused on bringing higher growth, innovative,
sustainable products to market. These typically yield higher
returns and development is often undertaken in partnership with our
customers.
Our R&D cash investment in the
year was £10.8 million (2022: £11.0 million), representing 3.4 per
cent (2022: 3.7 per cent) of the aggregate revenue of our product
businesses. Capital expenditure totalled £22.4 million (2022: £11.7
million).
In the second half of 2023 we
relocated our Ferranti business to a new flagship Power Solutions
facility in Greater Manchester. We are also expanding our GMS
offering in existing TT facilities. This started in 2020 with
Kuantan, Malaysia and we are now adopting the same low capital
intensity approach in Mexicali, Mexico to support growth programmes
for our customers and to enable their re-shoring
priorities.
DIVISIONAL REVIEW
POWER AND CONNECTIVITY
The Power and Connectivity division develops and manufactures
power application products and connectivity devices which enable
the capture and wireless transfer of data. We collaborate with our
customers to develop innovative solutions to optimise their
electronic systems.
|
2023
|
2022
|
Change
|
Change
constant fx
|
Revenue
|
£169.7m
|
£154.2m
|
10%
|
10%
|
Adjusted operating
profit1
|
£14.3m
|
£7.9m
|
81%
|
83%
|
Adjusted operating profit
margin1
|
8.4%
|
5.1%
|
330bps
|
330bps
|
1 See note 1 on page 3 for an
explanation of alternative performance measures. Adjusting
items are not allocated to divisions for reporting purposes.
For further discussion of these items please refer to the section
titled 'Reconciliation of KPIs and non IFRS measures' on pages 42
to 49 of this document.
Revenue increased by £15.5 million
to £169.7 million (2022: £154.2 million) and includes a currency
headwind of £0.4 million. Organic revenue was 10 per cent higher
with good growth from healthcare and aerospace & defence in
particular, reflecting increased market demand and previous
business win successes.
Adjusted operating profit
increased by £6.4 million to £14.3 million (2022: £7.9 million).
Included within this was a £0.1 million foreign exchange headwind.
The material step up in operating profit reflects very healthy
levels of drop through on the revenue growth, price increases which
more than offset cost inflation and operational efficiencies. The
adjusted operating margin was up 330 basis points to 8.4 per cent
(2022: 5.1 per cent) for the full year and was 9.4 per cent in the
second half.
Order intake has been good in the
year and continues to exceed growing revenues giving us confidence
for further growth and margin expansion in 2024.
In 2023 we have invested in and
transferred production to a new facility for the acquired Ferranti
Power and Control business, based in Greater Manchester, which
designs and manufactures mission-critical complex power and control
sub-assemblies for blue chip customers in high-reliability and
high-performance end markets, primarily aerospace and
defence.
GLOBAL MANUFACTURING SOLUTIONS
The Global Manufacturing Solutions division provides
manufacturing services and engineering solutions for our product
divisions and to customers that often require a lower volume and
higher mix of different products. We manufacture complex
integrated product assemblies for our customers and provide
engineering services including designing testing solutions and
value engineering.
|
2023
|
2022
|
Change
|
Change
constant
fx
|
Revenue
|
£299.2m
|
£323.0m
|
(7)%
|
(4)%
|
Adjusted operating
profit1
|
£27.6m
|
£25.2m
|
10%
|
16%
|
Adjusted operating profit
margin1
|
9.2%
|
7.8%
|
140bps
|
160bps
|
1 See note 1 on page 3 for an
explanation of alternative performance measures. Adjusting
items are not allocated to divisions for reporting purposes.
For further discussion of these items please refer to the section
titled 'Reconciliation of KPIs and non IFRS measures' on pages 42
to 49 of this document.
Revenue decreased, as expected, by
£23.8 million to £299.2 million
(2022: £323.0 million) of which the currency
headwind was £10.9 million, with
organic revenue 4 per cent lower. Excluding currency effects
and the unwind of pass-through revenues, total revenue was broadly
unchanged as anticipated with 2023 a year of consolidation
following two years of exceptionally strong growth.
Pass-through revenue was £12.5 million lower in
the second half, than in the second half of 2022, and £10.4 million
lower for the full year, which has created a head-wind to top line
growth.
Adjusted operating profit
increased by £2.4 million to £27.6 million (2022: £25.2 million),
including a £1.5 million foreign exchange headwind. The constant
currency increase reflects operational efficiencies and the benefit
of improved pricing. The adjusted operating profit margin was 9.2
per cent (2022: 7.8 per cent), impacted by the pass-through
revenues, without which margins would have been 9.9 per
cent.
This division performed well in
2023, reflecting the momentum built from customers who are winners
in their own markets and provide opportunities to grow share of
wallet. The order book remains strong with long visibility and in
2023, GMS has made incremental capital investment to expand its
capabilities into an existing TT facility in Mexicali, Mexico. This
follows the successful addition of GMS capability to the Kuantan
site in Malaysia, back in 2020, which added value through the regional expansion of our high-level
assembly capabilities to a variety of key customers.
The order book position has been
underpinned by several multi-million-pound wins, a number of which
extend beyond 12 months. We continue to improve our understanding
of how to leverage these opportunities from the customer
perspective. Whether customers are seeking best-value-geographies
for their product, risk mitigation against geopolitical
uncertainties, or looking to reduce their carbon footprint by
manufacturing locally to the end market, TT is well-positioned to
support their needs.
Overall, the GMS division is in
excellent shape and our enhanced customer relationships and
business development initiatives are
delivering strong order intake. GMS has
achieved a step change in its margin profile over recent years,
reflecting the value of the service we bring to our customers,
reliability, and the value engineering and testing capability we
offer. We believe GMS margins can improve incrementally with
growth.
SENSORS AND SPECIALIST COMPONENTS
The Sensors and Specialist Components division works with
customers to develop high-specification standard and customised
solutions, including sensors and power management devices.
Our solutions improve the precision, speed and reliability of
critical aspects of our customers' applications.
|
2023
|
2022
|
Change
|
Change
constant fx
|
Revenue
|
£145.0m
|
£139.8m
|
4%
|
4%
|
Adjusted operating
profit1
|
£19.0m
|
£21.8m
|
(13)%
|
(13)%
|
Adjusted operating profit
margin1
|
13.1%
|
15.6%
|
(250)bps
|
(250)bps
|
1 See note 1 on page 3 for an
explanation of alternative performance measures. Adjusting
items are not allocated to divisions for reporting purposes.
For further discussion of these items please refer to the section
titled 'Reconciliation of KPIs and non IFRS measures' on pages 42
to 49 of this document.
Revenue increased by £5.2 million
to £145.0 million (2022: £139.8 million) and the currency impact
was neutral. Organic revenue was 4 per cent higher, with good
growth through the division's distribution partners a key driver.
This business is in the sweet spot of enabling our customers to
reach their sustainability goals with components for smart energy
& city infrastructure and factory automation.
Adjusted operating profit
decreased by £2.8 million to £19.0 million (2022: £21.8 million)
with no currency impact. The reduction in profit is attributable to
the one-off impact of breakdown of the HVAC system in our Plano
facility.
The permanent fix to the HVAC
system at Plano, essential to the operation of our clean room, took
longer to achieve than anticipated given delays in receiving parts.
The facility is now operating as expected. We have undertaken a
full review of the viability of the system to ensure it is fit for
purpose and identified some control software and physical
improvements which will be implemented before the return of warm
weather.
We monitor the stock levels in our
distribution channels and saw them increase in 2023. We are now
starting to see them reduce and expect them to return to more
normal levels in the first half of 2024. While order intake from
distributors therefore remains somewhat subdued, we achieved new
business wins from a number of blue-chip customers in 2023 which is
benefitting our order intake in 2024.
OTHER FINANCIAL INFORMATION
Summary of Adjusted results
To assist with the understanding
of earnings trends, the Group has included non-GAAP alternative
performance measures including adjusted operating profit
and adjusted profit. Further information is contained in the 'Reconciliation of
KPIs and non IFRS measures' on pages 42 to 49. A reconciliation of statutory to adjusted profit numbers is
set out on page 18.
A summary of the Group's adjusted
results is set out below:
£
million
|
2023
|
2022
|
Revenue
|
613.9
|
617.0
|
Operating profit
|
52.8
|
47.1
|
Operating margin
|
8.6%
|
7.6%
|
Net finance expense
|
(9.8)
|
(6.7)
|
Profit before tax
|
43.0
|
40.4
|
Tax
|
(9.2)
|
(8.4)
|
Tax rate
|
21.4%
|
20.8%
|
Profit after tax
|
33.8
|
32.0
|
Weighted average number of shares
|
175.6
million
|
175.8
million
|
EPS
|
19.2p
|
18.2p
|
Cash flow, net debt and leverage
The table below sets out Group
cash flows and net debt movement:
£
million
|
2023
|
2022
|
|
|
|
Adjusted operating
profit
|
52.8
|
47.1
|
Depreciation and
amortisation
|
16.5
|
16.1
|
Net capital expenditure
|
(22.4)
|
(11.7)
|
Capitalised development
expenditure
|
(1.6)
|
(2.3)
|
Working capital
|
(0.5)
|
(38.8)
|
Other
|
4.0
|
5.3
|
Adjusted operating cash flow after capex.
|
48.8
|
15.7
|
Adjusted operating cash conversion
|
92%
|
33%
|
Net interest and tax
|
(19.7)
|
(13.4)
|
Lease payments
|
(4.4)
|
(4.3)
|
Restructuring, acquisition and
disposal related costs
|
(4.0)
|
(11.1)
|
Retirement benefit
schemes
|
3.2
|
-
|
Free cash flow
|
23.9
|
(13.1)
|
Dividends
|
(11.3)
|
(10.2)
|
Lease payments
|
4.4
|
4.3
|
Equity issued/acquired
|
1.3
|
0.4
|
Acquisitions &
disposals
|
-
|
(8.3)
|
Cash transferred to assets held
for sale
|
(3.6)
|
-
|
Other
|
(1.2)
|
(3.0)
|
Decrease (increase in net debt)
|
13.5
|
(29.9)
|
Opening net debt
|
(138.4)
|
(102.5)
|
New, acquired, modified and
surrendered leases
|
(3.4)
|
(2.3)
|
Leases acquired
|
-
|
(0.2)
|
Leases transferred to liabilities
held for sale
|
2.6
|
-
|
FX and other
|
(1.5)
|
(3.5)
|
Closing net debt as per balance sheet
|
(127.2)
|
(138.4)
|
Cash and leases held within assets
and liabilities held for sale
|
1.0
|
-
|
Closing net debt including assets and liabilities held for
sale
|
(126.2)
|
(138.4)
|
At 31 December 2023 the Group's
net debt was £126.2 million (31 December 2022: £138.4 million).
Included within net debt was £20.8 million of lease liabilities (31
December 2022: £23.1 million) and £1.0 million of assets and
liabilities classified as held for sale (£3.6 million cash and
£2.6m lease liabilities).
Consistent with the Group's
borrowing agreements, which exclude the impact of leases, leverage
ratio was 1.7 times at 31 December 2023 (31 December 2022: 2.0
times). Net interest cover was 6.1 times (31 December 2022: 7.4
times). The Group's debt covenants state that the leverage ratio
must not exceed 3.0 times and that interest cover must be more than
4.0 times.
Reconciliation of Adjusted results
Details of the reasons for and
uses of adjusted measures are included in the section titled
'Reconciliation of KPIs and non IFRS measures' on pages 42 to 49 of
this announcement.
£
million
|
2023
|
2022
|
Operating profit/(loss)
|
8.7
|
(3.4)
|
Adjusted to exclude:
|
|
|
Restructuring and other items
|
|
|
Restructuring
|
2.0
|
6.4
|
Pension restructuring
costs
|
1.9
|
2.0
|
Pension enhanced value transfer
value
|
-
|
11.8
|
Asset impairments
|
|
|
Held for sale
impairments
|
32.5
|
|
Goodwill impairment
|
-
|
17.7
|
Other
impairments
|
-
|
5.4
|
Acquisition and disposal related costs
|
|
|
Amortisation of intangible assets
arising on business combinations
|
4.6
|
6.0
|
Ferranti acquisition and
integration costs
|
1.3
|
1.1
|
Torotel acquisition and
integration costs
|
0.4
|
0.1
|
Disposal costs
|
1.2
|
-
|
Other costs
|
0.2
|
-
|
Total operating reconciling
items
|
44.1
|
50.5
|
Adjusted operating profit
|
52.8
|
47.1
|
(Loss)/profit before tax
|
(1.1)
|
(10.1)
|
Total operating reconciling items
(as above)
|
44.1
|
50.5
|
Adjusted profit before tax
|
43.0
|
40.4
|
Taxation charge on adjusted
profit
|
(9.2)
|
(8.4)
|
Adjusted profit after taxation
|
33.8
|
32.0
|
Cautionary statement
This report contains forward-looking statements. These have
been made by the Directors in good faith based on the information
available to them up to the time of their approval of this report.
The Directors can give no assurance that these expectations will
prove to have been correct. Due to the inherent uncertainties,
including both economic and business risk factors underlying such
forward-looking information, actual results may differ materially
from those expressed or implied by these forward-looking
statements. The Directors undertake no obligation to update any
forward-looking statements whether as a result of new information,
future events or otherwise
TT Electronics Plc
Results for the year ended 31
December 2023
1
General information
The information set out below,
which does not constitute full financial statements, is extracted
from the audited financial
statements
· was
approved by the Directors on 6 March 2024;
· have
been reported on by the Group's auditor; their reports were
unqualified, did not draw attention to any matters by
way
of emphasis and did not contain
statements under s498(2) or (3) of the Companies Act
2006;
· will
be available to the shareholders and the public in April 2024;
and
· will
be filed with the Registrar of Companies following the Annual
General Meeting.
While the financial information
included in this preliminary announcement has been prepared in
accordance with the recognition
and measurement criteria of UK
adopted International Financial Reporting Standards ("IFRSs")
adopted pursuant to IFRSs as issued by the
IASB, this announcement does not
itself contain sufficient information to comply with IFRSs. The
Company expects to publish full
financial statements that comply
with IFRSs during April 2024.
2
Basis of preparation
Going concern
The Group has experienced
continued improvement in trading momentum and strong growth on our
2022 results. We continue to see benefit from our strategic
repositioning in our chosen structural growth markets as well as
our focus on building close relationships with our clients and this
can be seen in both the order book and financial performance of the
Group.
The Group's financial position
remains strong, at 31 December 2023 it had:
• £263.3 million of total
borrowing facilities available (comprising committed facilities of
£240.7 million and uncommitted facilities of £22.6 million
representing overdraft lines and an
accordion facility of £17.6 million). The Group's primary source of
finance is the £162.4 million committed revolving credit facility
(RCF) which was signed in June 2022 and will mature in June 2027
following the Group exercising an option to
extend the previously existing maturity by one year in May 2023.
The RCF includes a £15.0 million committed extension
converted from the existing uncommitted accordion facilities in
February 2023. At 31 December 2023 £108.8 million of this facility
had been drawn down. The Group's RCF is payable on a floating rate
basis above GBP SONIA, USD SOFR or EURIBOR depending on the
currency of the loan.
In December 2021, the Group issued
£75 million of fixed rate loan notes with three institutional
investors; the issue is evenly split between 7- and 10- year
maturities with an average interest rate of 2.9% and covenants in
line with our bank facility.
• A leverage ratio (banking
covenant defined measure) of 1.7 times at 31 December 2023 compared
to the RCF (and PP loan notes) covenant maximum of 3.0 times.
Interest cover (banking covenant defined measure) of 6.1 times
compared to the RCF (and PP loan notes) covenant minimum of 4.0
times.
The Group has prepared and
reviewed cash flow forecasts across the business over the
twelve-month period from the date of the approval of these
financial statements, considering the Group's current financial
position and the potential impact of our principal risks on
divisions.
The Group's financial projections
contain key assumptions surrounding revenue and operating profit
growth in 2024. Under the Group's base case financial projections,
the Group retains significant liquidity and covenant headroom
throughout the forecast period, with both metrics improving from
the position as at 31 December 2023.
The Group's financial projections
have been stress tested for "business as usual" risks (such as
profit growth, supply chain pressure and working capital
variances), and the impact of the following principal risks:
general revenue reduction, contractual risks, research and
development, people and capability, supplier resilience and health
and safety (occurring both individually and in unison). Principal
risks which were not specifically modelled were either considered
not likely to have an impact within the going concern period or
their financial effect was covered within the overall downside
economic risks implicit within the stress testing. Under the stress
tested modelling, the liquidity headroom within the group remains
adequate throughout the forecast period. Financial covenants
continue to be in compliance under the stress tested model and
management have a number of mitigating actions which could be
undertaken if required.
TT Electronics Plc
Results for the year ended 31
December 2023
2
Basis of preparation continued
In addition to the stress tests
described above the Group's stress test scenario has been
sensitised for supply chain challenges and capacity constraints
which shows a reduction in revenue and operating profit compared to
the latest forecast. Despite this further reduction these
projections show that the Group should remain within its facilities
headroom and within bank covenants for the twelve months following
the approval of these financial statements. A "reverse" stress-test
was also modelled to understand the conditions which could
jeopardise the ability of the Group to continue as a going concern
including assessing against covenant testing and facility headroom.
The stress testing also considered mitigating actions which could
be put in place. Mitigating actions included limiting capital
expenditure and reducing controllable costs including items such as
discretionary bonuses and pay rises. The reverse stress test is
deemed to have a remote likelihood and help inform the Directors'
assessment that there are no material uncertainties in relation to
going concern.
The Group's wide geographical and
sector diversification helps minimise the risk of serious business
interruption or catastrophic reputational damage. Furthermore, the
business model is structured so that the Group is not overly
reliant on any single customer, market or geography.
The Directors have assessed the
future funding requirements of the Group with due regard to the
risks and uncertainties to which the Group is exposed and compared
them with the level of available borrowing facilities and are
satisfied that the Group has adequate resources for at least twelve
months from the date of signing. Accordingly, the financial
statements have been prepared on a going concern basis.
Critical accounting judgements and
key sources of estimation uncertainty
In the application of the Group's
accounting policies the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other
sources.
The estimates and associated
assumptions are based on historical experiences and other factors
that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in
the period of revision and future periods if the revision affects
both current and future periods.
The Directors have assessed that
there is currently no material impact arising from climate change
on the judgements and estimates determining the valuations within
the financial statements.
Critical judgements
In the course of preparing the
Financial Statements, critical judgements within the scope of
paragraph 122 of IAS 1: "Presentation of Financial Statements" were
made during the process of applying the Group's accounting
policies. These are outlined below.
Assets classified as held for sale
and directly related liabilities
Judgement was required in
determining the classification of the Group's assets and directly
associated liabilities classified as held for sale, particularly
with the timing of the held for sale classification as the
transaction was not complete by 31 December 2023. It is
management's assessment that it is highly probable that the
transaction will be completed within 12 months of the balance sheet
date. Further details are set out in note 4.
Adjusting items
Judgements were required as to
whether items were disclosed as adjusting, with consideration given
to both quantitative and qualitative factors. Further information
about the determination of adjusting items in the year ended 31
December 2023 is included below.
TT Electronics Plc
Results for the year ended 31
December 2023
Key sources of estimation
uncertainty
Assumptions concerning the future
and other key sources of estimation uncertainty at the balance
sheet date, that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year, are discussed below.
· Note
8 - Taxation. Accruals for tax contingencies require management to
make judgements and estimates in relation to tax authority audits
and exposures. Amounts accrued are based on management's
interpretation of country-specific tax law and the likelihood of
settlement. Tax benefits are not recognised unless the tax
positions are probable of being sustained. Once considered to be
probable, management reviews each material tax benefit to assess
whether a provision should be taken against full recognition of the
benefit on the basis of potential settlement through negotiation
and/or litigation. These amounts are expected to be utilised or to
reverse as tax audits occur or as the statute of limitations is
reached in the respective countries concerned. The Group's current
tax liability at 31 December 2023 includes tax provisions of £9.3
million (2022: £8.4 million). The Group believes the range of
reasonable possible outcomes in respect of these exposures is tax
liabilities of up to £12.3 million (2022: £11.1
million).
Alternative performance
measures
The Group presents Alternative
Performance Measures ("APMs") in addition to the statutory results
of the Group. These are presented in accordance with the guidelines
on APMs issued by the European Securities and Markets Authority
("ESMA").
Adjusted operating profit has been
defined as operating profit from continuing operations excluding
the impacts of significant restructuring programmes, significant
one-off items including property disposals, impairment charges
significant in nature and/or value, business acquisition,
integration, and divestment related activity, and the amortisation
of intangible assets recognised on acquisition. Acquisition and
disposal related items include the writing off of the
pre-acquisition profit element of inventory written up on
acquisition, other direct costs associated with business
combinations and adjustments to contingent consideration related to
acquired businesses. Restructuring includes significant changes in
footprint (including movement of production facilities) and
significant costs of management changes.
In addition to the items above,
adjusting items impacting profit after tax include:
• The net effect on tax of
significant restructuring from strategy changes that are not
considered by the Group to be part of the normal operating costs of
the business; and
• The tax effects of
adjustments to profit before tax.
These financial statements include
alternative performance measures that are not prepared in
accordance with IFRS. These APMs have been selected by the
Directors to assist them in making operating decisions because they
represent the underlying operating performance of the Group and
facilitate internal comparisons of performance over
time.
The Directors consider the
adjusted results to be an important measure used to monitor how the
businesses are performing as this provides a meaningful reflection
of how the businesses are managed and measured on a day-to-day
basis and achieves consistency and comparability between reporting
periods.
TT Electronics Plc
Results for the year ended 31
December 2023
3
Segmental reporting
The Group is organised into three
divisions, as shown below, according to the nature of the products
and services provided. Each of these divisions represents an
operating segment or an aggregation of operating segments in
accordance with IFRS 8 'Operating Segments'. The chief operating
decision maker is the Chief Executive Officer. The operating
segments are:
· Power and Connectivity - The Power and Connectivity division
designs and manufactures power application products and
connectivity devices which enable the capture and wireless transfer
of data. We collaborate with our customers to develop innovative
solutions to optimise their electronic systems; Power and
Connectivity is an aggregation of two operating segments due to
similarities in products and markets served;
· Global Manufacturing Solutions - The Global Manufacturing
Solutions division provides manufacturing services and engineering
solutions for our product divisions and to customers that often
require a lower volume and higher mix of different products.
We manufacture complex integrated product
assemblies for our customers and provide engineering services
including designing testing solutions and value-engineering;
and
· Sensors and Specialist Components - The Sensors and
Specialist Components division works with customers to develop
standard and customised solutions including sensors and power
management devices. Our solutions improve the precision, speed and
reliability of critical aspects of our customers'
applications.
The key performance measure of the
operating segments is adjusted operating profit. Refer to the
section titled 'Reconciliation of KPIs and non IFRS measure' for
the definition of adjusted profit.
Corporate costs - Resources and
costs of the head office managed centrally but deployed in support
of the operating units are allocated to segments based on a
combination of revenue and operating profit. Resources and costs of
the head office which are not related to the operating activities
of the trading units are not allocated to divisions and are
separately disclosed, equivalent to the segment disclosure
information, so that reporting is consistent with the format that
is used for review by the chief operating decision maker. This
gives greater transparency of the adjusted operating profits for
each segment.
Inter-segment pricing is
determined on an arms length basis in a manner similar to
transactions with third parties.
The Group's geographical segments
are determined by the location of the Group's non-current assets
and, for revenue, the location of external customers. Group
financing (including finance costs and finance income) and income
taxes are managed on a Group basis and are not allocated
to operating segments. Goodwill is allocated to the
individual cash generating units which may be smaller than the
segment of which they are part.
a) Income statement
information
|
|
|
|
|
|
2023
|
£million
|
Power and
Connectivity
|
Global Manufacturing
Solutions
|
Sensors and Specialist
Components
|
Total Operating
Segments
|
Corporate
|
Total
|
Sales to external customers
|
169.7
|
299.2
|
145.0
|
613.9
|
-
|
613.9
|
Adjusted operating profit
|
14.3
|
27.6
|
19.0
|
60.9
|
(8.1)
|
52.8
|
Add back: adjustments made to
operating profit (note 7)
|
|
|
|
|
|
(44.1)
|
Operating profit
|
|
|
|
|
|
8.7
|
Net finance costs
|
|
|
|
|
|
(9.8)
|
Loss before taxation
|
|
|
|
|
|
(1.1)
|
|
|
|
|
|
|
2022
|
£million
|
Power
and Connectivity
|
Global
Manufacturing Solutions
|
Sensors
and Specialist Components
|
Total
Operating Segments
|
Corporate
|
Total
|
Sales to external customers
|
154.2
|
323.0
|
139.8
|
617.0
|
-
|
617.0
|
Adjusted operating profit
|
7.9
|
25.2
|
21.8
|
54.9
|
(7.8)
|
47.1
|
Add back: adjustments made to
operating profit (note 7)
|
|
|
|
|
|
(50.5)
|
Operating loss
|
|
|
|
|
|
(3.4)
|
Net finance costs
|
|
|
|
|
|
(6.7)
|
Loss before taxation
|
|
|
|
|
|
(10.1)
|
TT Electronics Plc
Results for the year ended 31
December 2023
3 Segmental reporting
continued
b) Geographic
information
Revenue by destination
The Group operates on a global
basis. Revenue from external customers by geographical destination
is shown below. Management monitors and reviews revenue by
region rather than by individual country given the significant
number of countries where customers are based.
£million
|
2023
|
2022
|
United Kingdom
|
144.7
|
130.0
|
Rest of Europe
|
95.7
|
104.3
|
North America
|
225.1
|
236.6
|
Asia
|
145.5
|
144.7
|
Rest of the World
|
2.9
|
1.4
|
|
613.9
|
617.0
|
Revenue from services is less than
1% of Group revenues. All other revenue is from the sale of
goods.
c) Market information key
customers
The Group operates in the
following markets:
£million
|
2023
|
2022
1
|
Healthcare
|
146.3
|
172.1
|
Aerospace and defence
|
123.5
|
95.3
|
Automation and
electrification
|
221.4
|
237.0
|
Distribution
|
122.7
|
112.6
|
|
613.9
|
617.0
|
1. Revenue by market in 2022 has
been represented following a reclassification of end markets for
several key customers.
The Group had no customers who
contributed greater than 10% of revenues in 2023 (2022: one
customer who contributed 12% and whose revenues were recognised in
the Global Manufacturing Solutions segment).
TT Electronics Plc
Results for the year ended 31
December 2023
4 Assets and liabilities
classified as held for sale
On 4 March 2024 the Group
announced the agreement to sell three business operating units
within the GMS and Power and Connectivity segments to the Cicor
Group for a cash consideration of £20.8 million on a cash and debt
free basis subject to normal working capital
adjustments.
The divestment relates to business
units in Hartlepool and Cardiff, UK and Dongguan, China which
provide electronics manufacturing services and certain connectivity
products, principally to industrial clients.
The criteria of a highly probable
sale were met in December 2023 and the Directors were committed to
the disposal at the balance sheet date. Accordingly, the assets and
related liabilities of the disposal group are shown as being held
for sale. The carrying value of assets held for sale exceeded the
fair value less costs to sell and accordingly a measurement loss of
£32.5 million has been recognised within adjusting items of which
£22.6 million related to the IoT Solutions CGU and £9.9 million
related to the GMS CGU.
Of the £32.5 million
remeasurement, the following assets were fully written down: other
intangible assets (£14.9 million), goodwill (£8.6 million), right
of use assets (£4.5 million) and property plant and equipment (£3.1
million). The remaining write down of £1.4 million was recorded
against inventories.
In the prior year an impairment of
£17.7 million was recognised to reduce the carrying value of the
IoT Solutions CGU to the recoverable amount as at 31 December 2022
(see note 7).
The assets and liabilities of the
disposal group as well as the allocated remeasurement has been
presented below as follows:
£million
|
Net
|
ASSETS
|
|
Derivative financial
instruments
|
0.2
|
Inventories
|
29.5
|
Trade and other
receivables
|
14.7
|
Cash and cash
equivalents
|
3.6
|
Assets classified as held for sale
|
48.0
|
LIABILITIES
|
|
Lease liabilities
|
2.6
|
Derivative financial
instruments
|
0.8
|
Trade and other
payables
|
21.4
|
Income taxes payable
|
0.1
|
Provisions
|
1.9
|
Deferred tax liability
|
1.3
|
Liabilities directly associated with assets classified as
held for sale
|
28.1
|
Held for sale net assets
|
19.9
|
The disposal group does not
constitute a major line of business or geographical location and
therefore the results and cash flows continue to be treated as
continuing operations as required by IFRS 5.
TT Electronics
Plc
Results for the year ended 31
December 2023
5
Goodwill
£million
|
|
|
Cost
|
|
|
At 1 January 2022
|
|
156.5
|
Additions
|
|
5.0
|
Net exchange adjustment
|
|
11.3
|
At 31 December 2022
|
|
172.8
|
Transferred to held for
sale
|
|
(26.3)
|
Net exchange adjustment
|
|
(5.7)
|
At 31 December 2023
|
|
140.8
|
Impairment
|
|
|
At 1 January 2022
|
|
-
|
Impairment
|
|
17.7
|
At 31 December 2022
|
|
17.7
|
Transferred to held for
sale
|
|
(17.7)
|
At 31 December 2023
|
|
-
|
Net book value
|
|
|
At 31 December 2023
|
|
140.8
|
At 31 December 2022
|
|
155.1
|
£8.6 million of goodwill was
transferred to assets classified as held for sale (see note
4).
The £5.0 million addition in
goodwill in 2022 arose upon the acquisition of Power and Control
business of Ferranti Technologies Ltd and is considered part of the
Power Solutions CGU. In the year ended 31 December 2023 £8.6
million of goodwill (net of £17.7 million impairment) was
transferred to assets held for sale (see note 4). The amount
transferred comprised £6.4 million (net of £17.7 million
impairment) relating to the IoT Solutions CGU and £2.2 million
related to the Global Manufacturing Solutions CGU.
The goodwill generated as a result
of acquisitions represents the premium paid in excess of the fair
value of all net assets, including intangible assets, identified at
the point of acquisition. The future improvements applied to the
acquired businesses, achieved through a combination of revised
strategic direction, operational improvements and investment are
expected to result in improved profitability of the acquired
businesses during the period of ownership. The combined value
achieved from these improvements is expected to be in excess of the
value of goodwill acquired.
Goodwill, excluding amounts
transferred to assets held for sale, is attributed to the following
CGUs in the divisions shown below:
£million
|
2023
|
2022
|
Power and Connectivity:
|
|
|
Power Solutions
|
63.7
|
65.6
|
IoT Solutions
|
3.5
|
9.9
|
Global Manufacturing Solutions:
|
|
|
Global Manufacturing
Solutions
|
16.7
|
19.5
|
Sensors and Specialist Components:
|
|
|
Resistors
|
32.3
|
34.2
|
Sensors
|
24.6
|
25.9
|
|
140.8
|
155.1
|
TT Electronics Plc
Results for the year ended 31
December 2023
5
Goodwill continued
Impairment Testing
The Group tests goodwill
impairment annually or more frequently if there are indications
that goodwill might be impaired the recoverable amounts of the
CGUs are determined from value in use calculations. The key
assumptions for the value in use calculations are those
regarding the discount rates, growth rates and operating cash flow
projections over a forecast period. The growth rate assumed after this forecast period is
based on long-term GDP projections capped at long term growth rates
(which are approximated as long-term inflation rates) of the
primary market for the CGU, in perpetuity. Long-term growth rates
are based on long-term forecasts for growth in the geography in
which the group of CGUs operates. Long-term growth rates are
determined using long-term growth rate forecasts that take into
account the international presence and the markets in which each
business operates.
Management estimate discount rates
using pre-tax rates that reflect current market assessments of the
Group's time value of money and the risks specific to the CGU being
measured.
In determining the cost of equity,
the Capital Asset Pricing Model has been used. Accordingly the cost
of equity is determined by adding a risk premium, based on an
industry adjustment, to the expected return of the equity market
above the risk-free return. The relative risk adjustment reflects
the risk inherent in each group of CGUs relative to all other
sectors and geographies on average.
The cost of debt is determined
using a risk-free rate based on the cost of government bonds, and
an interest rate premium equivalent to a corporate bond with a
similar credit rating to TT Electronics Plc.
The growth rates assume that
demand for our products remains broadly in line with the underlying
economic environment in the long-term future. Taking into account
our expectation of future market conditions, we believe that the
evolution of selling prices and cost measures put into place will
lead to a sustained improvement in profitability.
Management has detailed plans in
place reflecting the latest budget and strategic growth plan. The
pre-tax discount rates and periods of management approved forecasts
are shown below. The discount rates used in the annual impairment
test for the year ended 31 December 2023 are shown
below:
|
2023
|
|
|
2022
|
|
|
|
Pre-tax discount
rate
|
Long term growth
rate
|
Period of forecast
(years)
|
Pre-tax
discount rate
|
Long
term growth rate
|
Period
of forecast (years)
|
Power Solutions
|
13.8%
|
2.0%
|
5
|
13.4%
|
1.7%
|
5
|
IoT Solutions
|
14.1%
|
1.9%
|
5
|
14.3%
|
1.6%
|
5
|
Global Manufacturing
Solutions
|
16.5%
|
3.1%
|
5
|
13.8%
|
1.9%
|
5
|
Resistors
|
13.8%
|
1.9%
|
5
|
13.5%
|
1.6%
|
5
|
Sensors
|
13.6%
|
2.0%
|
5
|
13.2%
|
1.7%
|
5
|
The date of the annual impairment
test was 30 September 2023 to align with internal forecasting and
review processes. The impairment tests for were performed as of
September, with an additional impairment test for IoT Solutions and
GMS being tested as of December following the transfer of part of
the CGU to assets classified as held for sale. No impairment losses
have been recognised in the current year in respect of the other
CGUs as recoverable amounts exceed carrying value of assets in
respect of those businesses. Sensitivity analysis has been provided
in respect of reasonably possible changes to key assumptions where
applicable.
Key assumptions in the value in
use test are the projected performance of the CGUs based on sales
growth rates, cash flow forecasts and discount rate. Forecast sales
growth rates are based on past experience adjusted for the
strategic direction and near-term investment priorities within each
CGU. The key assumptions include externally obtained growth rates
in the key markets disclosed in note 3 and customer demand for
product lines. Cash flow forecasts are determined based on historic
experience of operating margins, adjusted for the impact of changes
in product mix and cost-saving initiatives, including the impact of
our restructuring projects and cash conversion based on historical
experience.
The recoverable amounts associated
with the goodwill balances which are based on these performance
projections and current forecast information do not indicate that
any goodwill balance is impaired. If a company's actual performance
does not meet these projections this could lead to an impairment of
the goodwill in future periods.
TT Electronics Plc
Results for the year ended 31
December 2023
5 Goodwill continued
Sensitivity Analysis
Sensitivity analysis has been
performed on the key assumptions; operating cash flow projections,
revenue growth rates and discount rate. Cash flows can be impacted
by changes to sales prices, direct costs and replacement capital
expenditure; individually they are not significant
assumptions.
The directors have not identified
reasonably possible changes in significant assumptions that would
cause the recoverable amount to fall below the carrying value of
recognised goodwill.
6
Finance costs and finance income
£million
|
2023
|
2022
|
Interest income
|
0.1
|
0.1
|
Net interest income on pension
schemes in surplus
|
1.5
|
2.2
|
Finance income
|
1.6
|
2.3
|
Interest expense
|
9.9
|
7.1
|
Interest on lease
liabilities
|
0.8
|
0.8
|
Net interest expense on pension
schemes in deficit
|
0.1
|
0.1
|
Amortisation of arrangement
fees
|
0.6
|
1.0
|
Finance costs
|
11.4
|
9.0
|
Net finance costs
|
9.8
|
6.7
|
Within 'Amortisation of
arrangement fees' is an expense of £nil (2022: £0.5 million)
relating to the acceleration of capitalised loan arrangement
fees.
TT Electronics Plc
Results for the year ended 31
December 2023
7
Adjusting items
As described in note 2, adjusted
profit measures are an alternative performance measure used by the
Board to monitor the operating performance of the Group.
|
|
2023
|
|
2022
|
£million
|
Operating
profit
|
Tax
|
Operating profit
|
Tax
|
As reported
|
8.7
|
(5.7)
|
(3.4)
|
(3.1)
|
Restructuring costs
|
|
|
|
|
Restructuring costs
|
(2.0)
|
0.7
|
(6.4)
|
1.2
|
|
(2.0)
|
0.7
|
(6.4)
|
1.2
|
Pension restructuring costs
|
|
|
|
|
Pension restructuring
costs
|
(1.9)
|
0.7
|
(2.0)
|
0.4
|
Pension enhanced transfer value
exercise
|
-
|
-
|
(11.8)
|
2.2
|
|
(1.9)
|
0.7
|
(13.8)
|
2.6
|
Asset impairments and measurement losses
|
|
|
|
|
Goodwill impairment
|
-
|
-
|
(17.7)
|
-
|
Asset impairments
|
-
|
-
|
(5.4)
|
1.0
|
Measurement loss on assets
classified as held for sale
|
(32.5)
|
-
|
-
|
-
|
|
(32.5)
|
-
|
(23.1)
|
1.0
|
Amortisation of intangible assets arising on business
combinations
|
|
|
|
|
Amortisation of intangible assets
arising on business combinations
|
(4.6)
|
1.6
|
(6.0)
|
0.3
|
|
(4.6)
|
1.6
|
(6.0)
|
0.3
|
Acquisition and disposal related costs
|
|
|
|
|
Torotel integration
costs
|
(0.4)
|
0.1
|
(0.1)
|
-
|
Ferranti Power and Control
acquisition and integration costs
|
(1.3)
|
0.2
|
(1.1)
|
0.2
|
Disposal costs
|
(1.2)
|
0.2
|
-
|
-
|
Other
|
(0.2)
|
-
|
-
|
-
|
|
(3.1)
|
0.5
|
(1.2)
|
0.2
|
Total items excluded from adjusted measure
|
(44.1)
|
3.5
|
(50.5)
|
5.3
|
Adjusted measure
|
52.8
|
(9.2)
|
47.1
|
(8.4)
|
Restructuring costs £2.0 million
(2022: £6.4 million)
Restructuring costs charged in the
period primarily relate to costs associated with the relocation of
production facilities from our USA site in Covina to Kansas (£1.9
million), representing the last stage of the self-help programme
which started in 2020.
Prior year's restructuring costs
of £6.4 million comprise £2.7 million relating to the restructure
of the North America Resistors business, which includes
pre-production costs at our new Plano facility; £2.0 million
relating to closure of our site in Lutterworth, UK, £1.5 million
relating to the relocation of production facilities from Covina,
USA to Kansas, USA and £0.2 million relating to the relocation of
production facilities from Medina, USA to Minneapolis,
USA.
Pension restructuring costs £1.9
million (2022: £13.8 million)
Pension restructuring costs of
£1.9 million (2022: £2.0 million relating to costs associated with
the enhanced transfer value exercise) relate to costs associated
with scheme buy-outs. Prior period's pension enhanced transfer
value exercise of £11.8 million represents the settlement cost of a
liability management exercise undertaken ahead of the buy-in
completed in 2022.
Amortisation of intangible assets
arising on business combinations £4.6 million (2022: £6.0
million)
Amortisation of intangible assets
arising on business combinations £4.6 million (2022: £6.0 million)
relate to amortisation of the fair value of acquired order books,
acquired customer relationships and other intangible assets
acquired on business combinations.
TT Electronics Plc
Results for the year ended 31
December 2023
7
Adjusting items continued
Asset impairments and measurement
losses £32.5 million (2022: £23.1 million)
Measurement loss on assets
classified as held for sale of £32.5 million relate to the writing
down of assets held for sale in our IoT Solutions and GMS CGUs,
further information is disclosed in note 4.
Prior year asset impairments of
£23.1 million comprise £17.7 million to reduce the carrying value
of the IoT Solutions CGU to the recoverable amount and £5.4 million
associated with Virolens related assets both of which were as a
result of revised forecasts in the context of a weaker
macro-economic environment and the impact of the evolution of the
COVID pandemic on the potential demand for COVID
testing.
Acquisition and disposal related
costs £3.1 million (2022: £1.2 million)
Acquisition and disposal related
costs charged in the year comprise £1.2 million (2022: £nil)
relating to costs incurred in preparing held for sale assets and
liabilities for sale; £1.3 million (2022: £0.3 million acquisition
and £0.8 million integration) of integration costs relating to the
acquisition of the Power and Control business of Ferranti
Technologies Ltd based in Oldham, UK and £0.4 million (2022: £0.1
million) of integration costs of Torotel, Inc.; and £0.2 million
relating to other costs.
TT Electronics Plc
Results for the year ended 31
December 2023
8
Taxation
a) Analysis of the tax charge for
the year
£million
|
2023
|
2022
|
Current tax
|
|
|
Current income tax
charge
|
11.1
|
9.1
|
Adjustments in respect of current
income tax of previous year
|
1.9
|
(0.5)
|
Total current tax
charge
|
13.0
|
8.6
|
Deferred tax
|
|
|
Relating to origination and
reversal of temporary differences
|
(2.9)
|
(3.4)
|
Change in tax rate
|
-
|
(1.2)
|
Adjustments in respect of deferred
tax of previous years
|
(4.4)
|
(0.9)
|
Total deferred tax
credit
|
(7.3)
|
(5.5)
|
Total tax charge in the income statement
|
5.7
|
3.1
|
The enacted UK tax rate applicable
from 1 April 2017 to 31 March 2023 was 19%. From 1 April 2023 the
UK tax rate increased to 25%. The applicable tax rate for the
period is based on the UK standard rate of corporation tax of 23.5%
(2022: 19%). Overseas taxation is calculated at the rates
prevailing in the respective jurisdictions. The Group's effective
tax rate for the year was -518% (the adjusted tax rate was 21.4%,
see section 'Reconciliation of KPIs and non IFRS measures').
Included within the total tax charge above is a £3.5 million credit
relating to items reported outside adjusted profit (2022:
£5.3 million credit).
b) Reconciliation of the total tax
charge for the year
£million
|
2023
|
2022
|
Loss before tax from continuing
operations
|
(1.1)
|
(10.1)
|
Loss before tax multiplied by the
standard rate of corporation tax in the UK of 23.5% (2022:
19%)
|
(0.2)
|
(1.9)
|
Effects of:
|
|
|
Impact on deferred tax arising
from changes in tax rates
|
0.1
|
(1.2)
|
Overseas tax rate
differences
|
(0.5)
|
0.8
|
Items not deductible for tax
purposes or income not taxable
|
9.6
|
8.8
|
Adjustment to current tax in
respect of prior periods
|
0.1
|
(0.5)
|
Current year tax losses and other
items not recognised
|
(0.8)
|
(2.0)
|
Adjustments in respect of deferred
tax of previous years
|
(2.6)
|
(0.9)
|
Total tax charge reported in the income
statement
|
5.7
|
3.1
|
The overall aim of the Group's tax
strategy is to support business operations by ensuring a
sustainable tax rate, mitigating tax risks in a timely and
cost-efficient way and complying with tax legislation in the
jurisdictions in which the Group operates. It is however inevitable
that the Group will be subject to routine tax audits or is in
ongoing disputes with tax authorities in the multiple jurisdictions
it operates within. This is much more likely to arise in situations
involving more than one tax jurisdiction. Differences in
interpretation of legislation, of global standards (e.g. OECD
guidance) and of commercial transactions undertaken by the Group
between different tax authorities are one of the main causes of tax
exposures and tax risks for the Group.
In order to manage the risk to the
Group an assessment is made of such tax exposures and provisions
are created using the best estimate of the most likely amount to be
incurred within a range of possible outcomes. The resolution of the
Group's tax exposures can take a considerable period of time to
conclude and, in some circumstances, it can be difficult to predict
the final outcome.
The current tax liability at 31
December 2023 includes tax provisions of £9.3 million (2022: £8.4
million). The Group believes the range of reasonable possible
outcomes in respect of these exposures is tax liabilities of up to
£12.3 million (2022: £11.1 million).
TT Electronics Plc
Results for the year ended 31
December 2023
9
Dividends
|
2023
pence per share
|
2023
£million
|
2022
pence per share
|
2022
£million
|
Final dividend paid for prior
year
|
4.30
|
7.5
|
3.80
|
6.7
|
Interim dividend declared for
current year
|
2.15
|
3.8
|
2.00
|
3.5
|
The Directors recommend a final
dividend of 4.65 pence per share. The Group has a progressive
dividend policy. The final dividend will be paid on 15 May 2024 to
shareholders on the register on 12 April 2024.
10 Earnings per share
Basic earnings/(loss) per share is
calculated by dividing the profit/(loss) attributable to owners of
the Company by the weighted average number of shares in issue
during the year.
Pence
|
2023
|
2022
|
Loss per share
|
|
|
Basic
|
(3.9)
|
(7.5)
|
Diluted
|
(3.9)
|
(7.5)
|
As the Group made a statutory loss
in 2023 and 2022, diluted statutory EPS for 2023 and 2022 has been
calculated using the basic weighted average number of shares
because using weighted average diluted shares would be
anti-dilutive.
The numbers used in calculating
adjusted, basic and diluted earnings per share are shown below.
Adjusted earnings per share is based on the adjusted profit after
interest and tax.
TT Electronics Plc
Results for the year ended 31
December 2023
10 Earnings per share continued
Adjusted earnings per
share:
£million (unless otherwise
stated)
|
2023
|
2022
|
Loss for the year attributable to
owners of the Company
|
(6.8)
|
(13.2)
|
Restructuring costs
|
2.0
|
6.4
|
Pension restructuring
costs
|
1.9
|
13.8
|
Asset impairments and measurement
losses
|
32.5
|
23.1
|
Amortisation of intangible assets
arising on business combinations
|
4.6
|
6.0
|
Acquisition and disposal related
costs
|
3.1
|
1.2
|
Tax effect of above
items
|
(3.5)
|
(5.3)
|
Adjusted earnings
|
33.8
|
32.0
|
Adjusted earnings per share (pence)
|
19.2
|
18.2
|
Adjusted diluted earnings per share (pence)
|
19.0
|
18.0
|
The weighted average number of
shares in issue is as follows (new shares issued in the year
described in note 13):
million
|
2023
|
2022
|
Basic
|
175.6
|
175.8
|
Adjustment for share
awards
|
2.6
|
2.0
|
Diluted
|
178.2
|
177.8
|
TT Electronics Plc
Results for the year ended 31
December 2023
11 Reconciliation of net cash flow to movement in net
debt
Net cash of £76.5 million (2022:
£61.3 million) comprises cash at bank and in hand of £74.1 million
(2022: £65.0 million), overdrafts of £1.2 million (2022: £3.7
million) and cash within assets held for sale of £3.6
million.
£million
|
Net cash
|
Lease
liabilities
|
Borrowings
|
Net debt
|
At 1 January 2022
|
67.2
|
(22.6)
|
(147.1)
|
(102.5)
|
Cash flow
|
(9.2)
|
-
|
-
|
(9.2)
|
Businesses acquired
|
-
|
(0.2)
|
-
|
(0.2)
|
Repayment of borrowings
|
-
|
-
|
149.3
|
149.3
|
Proceeds from
borrowings
|
-
|
-
|
(174.3)
|
(174.3)
|
Payment of lease
liabilities
|
-
|
4.3
|
-
|
4.3
|
New leases
|
-
|
(2.3)
|
-
|
(2.3)
|
Net movement in loan arrangement
fees
|
-
|
-
|
0.7
|
0.7
|
Exchange differences
|
3.3
|
(2.3)
|
(5.2)
|
(4.2)
|
At 31 December 2022
|
61.3
|
(23.1)
|
(176.6)
|
(138.4)
|
Cash flow
|
19.3
|
-
|
-
|
19.3
|
Transferred to held for
sale
|
(3.6)
|
2.6
|
-
|
(1.0)
|
Repayment of borrowings
|
-
|
-
|
26.1
|
26.1
|
Proceeds from
borrowings
|
-
|
-
|
(32.7)
|
(32.7)
|
Payment of lease
liabilities
|
-
|
4.4
|
-
|
4.4
|
New leases
|
-
|
(3.4)
|
-
|
(3.4)
|
Net movement in loan arrangement
fees
|
-
|
-
|
(0.1)
|
(0.1)
|
Exchange differences
|
(4.1)
|
1.3
|
1.4
|
(1.4)
|
At 31 December 2023
|
72.9
|
(18.2)
|
(181.9)
|
(127.2)
|
Included within assets classified
as held for sale and associated liabilities
|
3.6
|
(2.6)
|
-
|
1.0
|
At 31 December 2023
|
76.5
|
(20.8)
|
(181.9)
|
(126.2)
|
The Group's primary source
of finance is the £162.4 million committed revolving credit
facility (RCF), and an uncommitted accordion facility of £17.6
million, which was signed in June 2022. The Group's RCF is payable
on a floating rate basis above GBP SONIA or USD depending on the
currency of the loan and will mature in June 2027. As at 31
December 2023, £108.8 million (31 December 2022: £103.6 million) of
the facility was drawn down. Arrangement fees with amortised cost
of £1.9 million (2022: £2.0 million) have been netted off against
these borrowings.
The interest margin payable on the
facility is based on the Group's compliance with financial
covenants, net debt / adjusted EBITDA (bank covenant) and is
payable on a floating basis above GBP SONIA, or USD SOFR depending
on the currency of denomination of the loan.
In December 2021 the Group issued
£75.0 million of unsecured loan notes with £37.5 million maturing
in seven years and £37.5 million maturing in 10 years respectively
to a collection of three counterparties. The average interest rate
on the loan notes is 2.9 per cent.
TT Electronics Plc
Results for the year ended 31
December 2023
12 Retirement benefit schemes
Defined contribution
schemes
The Group operates 401(k) plans in
North America and defined contribution arrangements in the rest of
the world. The assets of these schemes are held
independently of the Group and are not on its balance
sheet. The total contributions charged by the Group in respect
of defined contribution schemes were £3.5 million (2022: £3.2
million).
Defined benefit
schemes
At 31 December 2023 the Group
operated one defined benefit schemes in the UK (the TT Group (1993)
Pension Scheme) and one overseas defined benefit scheme in the
USA. These schemes are closed to new members and the UK
scheme is closed to future accrual.
The TT Group scheme commenced in
1993 and increased in size in 2006, 2007 and 2019 through the
mergers of former UK schemes following a number of acquisitions.
The parent company is the sponsoring employer in the TT Group
scheme. The TT Group scheme is governed by TTG Pension Trustees
Limited (the "Trustee") that has control over the operation,
funding and investment strategy in consultation with the
Group.
In November 2022, the Trustees of
the TT Group Scheme entered into a bulk annuity insurance contract
with an insurer in respect of the liabilities of the defined
benefit scheme ('buy-in'). The insurer will pay into the Scheme
cash matching the benefits due to members. The Trustee is of the
opinion that this investment decision is appropriate, reduces the
risks in the Scheme and provides additional security for the
benefits due to members of the Scheme. The Trustee continues to be
responsible for running the Scheme and retains the legal obligation
for the benefits provided under the Scheme.
As the buy-in policy is a
qualifying insurance asset, the fair value of the insurance policy
is deemed to be the present value of the obligations that have been
insured. The policy secured matches the benefits due to Scheme
members under the Scheme's Trust Deed and Rules.
Since the assets of the Scheme
were greater than the premium required to secure the liabilities
through the buy-in, the Scheme Is in a net asset position at 31
December 2023 of £25.3 million. A 'true-up premium/refund'
may be payable to/from the insurer during 2024, subject to a data
cleanse exercise to formally agree the final benefits that are
covered by the buy-in contract.
Prior to the buy-in, the TT Group
scheme exposed the Group to a number of actuarial risks such as
longevity risk, currency risk, inflation risk, interest rate risk
and market (investment) risk. The buy-in mitigates the majority of
these risks and the principal risk remaining is the credit risk
associated with the insurer, which is assessed to be very
low.
UK legislation requires the
Trustee to carry out a statutory funding valuation at least every
three years and to target full funding against a basis that
prudently reflects the TT Group scheme's risk exposure. The last
triennial valuation of the TT Group scheme as at April 2022 showed
a net surplus of £45.4 million against the Trustee's statutory
funding objective.
The Trustee, in conjunction with
the Group, has a duty to ensure that the TT Group scheme has an
appropriate funding strategy in place that meets any local
statutory requirements. The objective, which has been negotiated
and agreed between the Group and the Trustee, is that the TT Group
scheme should target and then maintain 100% funding on a basis that
should ensure benefits can be paid as they fall due. Any shortfall
in the assets relative to the funding target will be financed over
a period that ensures the contributions are reasonably affordable
to the Group.
Due to the favourable funding
position the Trustee and Company have agreed that there was no
requirement for any further funding contributions to the TT Group
scheme. In December 2023 an initial £5.0 million refund of
the surplus was paid to the group out of scheme assets by the
Trustee (£3.2 million after tax suffered by the scheme).
An analysis of the pension
surplus/(deficit) by scheme is shown below:
£million
|
At 31 December
2023
|
At 31
December 2022
|
TT Group (1993)
|
25.3
|
31.3
|
USA schemes
|
(3.1)
|
(2.9)
|
Net surplus
|
22.2
|
28.4
|
Amounts recognised in the
consolidated income statement are:
£million
|
2023
|
2022
|
Scheme administration
costs
|
(1.9)
|
(1.2)
|
Net loss on pension projects
(excluded from adjusted operating profit)
|
(1.3)
|
(13.8)
|
Net interest credit
|
1.4
|
2.1
|
TT Electronics
Plc
Results for the year ended 31
December 2023
13 Share capital
Share capital
£million
|
2023
|
2022
|
Issued and fully paid
|
|
|
177,371,049 (2022: 176,486,627)
ordinary shares of 25p each
|
44.3
|
44.1
|
During the period the Company
issued 884,422 ordinary shares as a result of share options being
exercised under the Sharesave scheme and Share Purchase
plans.
The performance conditions of the
Restricted Share Plan awards issued in 2020, 2021 and 2022 were met
and shares were allocated to award holders from existing shares
held by an Employee Benefit Trust for £nil consideration. The
performance conditions of the Long-term Incentive Plan awards
issued in 2020 were not met and therefore no new shares were issued
to award holders.
The aggregate consideration
received for all share issues during the year was £1.3 million
which was represented by a £0.2 million increase in share capital
and a £1.1 million increase in share premium.
14 Related party transactions
Transactions between the Company
and its subsidiaries have been eliminated on consolidation and are
not disclosed in this note.
No related party transactions have
taken place in 2022 or 2021 that have affected the financial
position or performance of the Group.
15 Subsequent events
On 4 March 2024 the Group announced
the agreement to sell three business operating units within the
Global Manufacturing Solutions and Power and Connectivity segments
to the Cicor Group for a cash consideration of £20.8 million on a
cash and debt free basis subject to normal working capital
adjustments. The assets and related liabilities of the disposal
group are shown as being held for sale as at 31 December 2023 as
detailed in note 4.
Principal risk and uncertainties
The Group continues to be exposed
to operational and financial risks and has an established,
structured approach to identifying,
assessing, and managing those
risks. These risks relate to the following areas: general revenue
reduction; contractual risks;
research and development; people
and capability; supplier resilience; IT systems and information;
M&A and integration; sustainability, climate change and the
environment; health and safety; legal and regulatory compliance and
geopolitical risks.