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Cobham Plc Annual Report & Accounts 2003

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Cobham Plc Annual Report & Accounts 2003 Cobham plc Annual Report & Accounts 2003 Cobham’s principal activities are: the design, manufacture, sale and support • of fluid and air distribution components and systems, countermeasures, air refuelling equipment, aviation auxiliary mission equipment and life support equipment for the aerospace and defence markets the design and supply of antennas, aircraft • communication and navigation equipment, microwave sub-systems, radomes and composite structures for the aerospace, defence, homeland security, search and rescue and communication markets the operation, modification and maintenance • of aircraft in the aerospace and defence markets for military training, outsourced special mission flight operations, freight and passenger services FR-HiTEMP designs and manufactures the engine build up equipment for the Rolls Royce Trent engine family. By permission of Rolls-Royce. Contents Cobham at a Glance . 4 Group Financial Highlights . 5 Chairman’s Statement . 6 Chief Executive’s Review . 8 Business Review . 10 Financial Review . 24 Acquisitions . 28 Directors, Officers and Advisers . 29 Board of Directors . 30 Directors’ Report . 32 Directors’ Remuneration Report . 36 Statement of Directors’ Responsibilities . 45 Independent Auditors’ Report . 46 Accounting Policies . 48 Consolidated Profit and Loss Account . 51 Consolidated Balance Sheet . 52 Parent Company Balance Sheet . 53 Consolidated Cash Flow Statement . 54 Reconciliation of Net Cash Flow to Movement in Net Debt . 54 Statement of Total Recognised Gains and Losses . 55 Reconciliation of Movements in Shareholders’ Funds . 55 Notes to the Financial Statements . 56 Group Financial Record . 81 Shareholder Information . 82 National Air Support, a Cobham Flight Operations & Services company, provides the Coastwatch Service which sighted a novel alert sign on the north-west coast of Australia. Mr Howard Holdsworth standing in front of a Coastwatch Islander aircraft based in Broome,Western Australia, flanked by the crew and police who took part in his rescue. 4 Cobham at a Glance Cobham has consistently pursued an aggressive approach to building and managing a diverse portfolio of aerospace and defence businesses.This strategy has generated strong shareholder returns. The group remains in a financial and strategic position to sustain success. AEROSPACE SYSTEMS This new grouping has brought together Cobham’s capabilities in design and manufacture of fluid and air distribution components and systems, life support equipment and aerospace oxygen systems, countermeasures, air refuelling, and aviation auxiliary mission equipment such as weapon carriage and release. AVIONICS Chelton has an extensive global presence with facilities extending into Europe, North America and South Africa. The group is one of the world’s leading designers and suppliers of airborne antennas, aircraft communication and navigation equipment, microwave sub-systems, radomes and composite structures. FLIGHT OPERATIONS & SERVICES The FR Aviation group has developed to become a world leader in operation, modification and maintenance of aircraft in the aerospace and defence markets. The group specialises in military training, airborne surveillance, large military aircraft maintenance, and freight and passenger services. COBHAM PLC ANNUAL REPORT & ACCOUNTS 2003 5 Group Financial Highlights Turnover £832.6m (2002 - £734.6m) +13.3% Analysis of Turnover Non Military Military 1 2003 £415.0m : 49.8% £417.6m : 50.2% £832.6m Profit on ordinary activities before taxation 2002 £371.8m : 50.6% £362.8m : 49.4% £734.6m £54.5m (2002 - £99.9m) – 45.4% 2001 £405.6m : 56.2% £316.2m : 43.8% £721.8m Underlying profit on ordinary activities before taxation 2 £135.3m (2002 - £115.8m) +16.8% Earnings per Ordinary Share – basic 17.2p (2002 - 70.7p) –75.7% Earnings per Ordinary Share – underlying Earnings per Ordinary Share – fully diluted 2003 93.5p 2002 86.4p 17.1p (2002 - 70.2p) –75.6% 2001 75.4p Earnings per Ordinary Share – underlying 93.5p (2002 - 86.4p) +8.2% Interim dividend – paid 12 December 2003 8.36p (2002 - 7.60p) +10.0% Dividend Recommended final dividend – payable 2 July 2004 2003 28.16p 2002 25.60p 19.80p (2002 - 18.00p) +10.0% 2001 23.23p Recommended dividend per Ordinary Share 28.16p (2002 - 25.60p) +10.0% Notes 1 During 2003 an exceptional loss was made on the sale of the Westwind subsidiary of £64.1 million. 2 Underlying profit on ordinary activities before taxation, amortisation of goodwill, integration costs and the exceptional loss on disposal. 3 For 2003 the group adopted FRS 17 as its accounting policy for pensions. All 2002 comparatives have been restated to reflect this change. 6 Chairman’s Statement Results Profit on ordinary activities before taxation decreased by 45% to £54.5m (2002 - £99.9m). Earnings per share decreased by 76% to 17.2p (2002 - 70.7p). These decreases were due to the exceptional loss on the sale of Westwind after goodwill previously written off to reserves in 1995 has been taken into account. I am delighted to be able to report another set of record underlying results for 2003. Turnover for the year increased by 13% to £832.6m (2002 - £734.6m). Profit before tax, integration costs, goodwill amortisation and the disposal of Westwind rose by 17% to £135.3m (2002 - £115.8m). Underlying earnings per share of 93.5p (2002 - 86.4p) were 8% higher than for the comparable period last year. Your directors have recommended a final dividend of 19.80p (2002 - 18.00p) per share.Together with the interim dividend of 8.36p per share In Cobham we have the people, (2002 - 7.60p) which was paid in December, this represents an products and services to satisfy our increase of 10% compared to 2002. Subject to shareholders’ “ approval, the final dividend will be paid on 2 July 2004 to all customers’ future requirements and the shareholders on the register as at 4 June 2004. strategy that will continue to increase The group generated cash from operations of £147.8m (2002 - total shareholder return £135.9m). Net debt at the year end of £154.4m (2002 - £188.8m) includes the cash cost of acquisitions completed in ” 2003 and represents a gearing level of 34% (2002 - 63%). The group invested £40.4m (2002 - £31.6m) in research and development, an increase of 28%. Our ‘Manufacturing’ companies have been reorganised into a single Aerospace Systems group which is expected to show further growth in future years. Trading performance was much stronger in the second six months of the year. Excellent results were produced by all three business groups. Avionics has successfully acquired and integrated nine businesses. Corporate development The group will continue to strengthen its leading position in aerospace markets building on the skills and systems capability which have been developed in recent years. A combination of organic growth and acquisition will support this strategy which has produced consistent growth and an increasing return for shareholders over the past two decades. Gordon Page COBHAM PLC ANNUAL REPORT & ACCOUNTS 2003 7 The proposed UK future strategic tanker aircraft Airbus A330-200 converted to carry Flight Refuelling’s centreline and wing pod refuelling equipment. We completed a successful share placing in July. Outlook The breadth of Cobham group activities is such that we are now Thirteen acquisitions were made during the year for a total able to manage variations in individual sectors with some consideration of £165.4m, including £14.4m of deferred and confidence. Defence markets are growing in the USA and this contingent payments. In December Westwind was sold to GSI has directly benefited the group. We have also successfully Lumonics Inc. for £21m. anticipated the technologies required by military priorities. People Commercial aerospace still has some way to go before we can In November, I became the non-executive chairman of be confident that a genuine recovery is in progress. However, Cobham plc. At the end of July, Giles Irwin retired as group Cobham’s presence on the most modern commercial aircraft financial director after 20 years’ service. In August, Robin Clark, and a growing aftermarket have, to some extent, mitigated the managing director of Flight Refuelling Limited, left the company effects of the downturn in the commercial aerospace sector. as a result of the reorganisation of the group’s structure, Overall, I am confident that in Cobham we have the people, mentioned above, after 22 years’ service with Flight Refuelling products and services to satisfy our customers’ future Limited. My board colleagues join me in thanking them for their requirements and the strategy that will continue to increase long and valuable contribution to the successful development total shareholder return. of the group. During the year there were two executive appointments to the board. In July, Warren Tucker became group financial director and in November, Andy Stevens was appointed managing director of the newly formed Aerospace Systems group. In Gordon Page Chairman March 2004, Marcus Beresford was appointed to the board as 18 March 2004 an independent non-executive director. I welcome each of them and look forward to their contribution in continuing our record of sustained profitable growth. 8 Chief Executive’s Review Introduction 2003 proved to be a very successful year for Cobham. Significant progress was made in the implementation of our long-term strategic plan whilst delivering excellent financial results. New orders worth £925m were achieved and the order book at the end of 2003 stood at £1.2bn. Organisation Cobham’s business has
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