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REG - SDI Group PLC - Interim Results

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RNS Number : 9521V  SDI Group PLC  07 December 2023

SDI Group plc

 

("SDI", the "Company", or the "Group")

 

Interim results for the six months ended 31 October 2023

 

SDI Group plc, the AIM quoted Group focused on the design and manufacture of
scientific and technology products for use in digital imaging and sensing and
control applications, is pleased to announce its results for the six months to
31 October 2023.

 

Financial and Operational Highlights

 

·      Revenue increased by 1.6% to £32.2m (H1 FY23: £31.7m)

·      Organic revenue growth of 2.2%, excluding £6.4m COVID related
sales in H1 FY23. 20% revenue growth from acquisitions

·      Adjusted operating profit* for the period decreased to £4.4m (H1
FY23: £6.9m)

o  Reported operating profit decreased to £3.4m (H1 FY23: £5.6m)

·      Adjusted profit before tax* decreased to £3.7m (H1 FY23: £6.5m)

o  Reported profit before tax decreased to £2.7m (H1 FY23: £5.3m)

·      Adjusted diluted EPS* decreased to 2.68p (H1 FY23: 5.02p)

o  Reported diluted EPS decreased to 1.89p (H1 FY23: 4.06p)

·      Cash generated by operations increased to £3.3m (H1 FY23:
£1.9m)

·      Net debt (debt less cash) of £13.2m at 31 Oct 23 (30 Apr 23:
£13.3m, 31 Oct 22: £15.4m). Facility headroom of £10.25m + £5m accordion

·      New acquisition added to the Group post period end - Peak Sensors

 

A copy of the shareholder presentation regarding the financial results will be
made available on the Company's website
www.sdigroup.com/investors/reports-presentations/ later today.

 

Ken Ford, Chairman of SDI Group, said:

 

"In the first half of the financial year revenues increased to £32.2 million
(H1 FY23: £31.7m), despite the expiry of the very large profitable COVID
contracts for cameras. Cash generated by operations was £3.3m (H1 FY23:
£1.9m). Profits have been affected by some destocking, some of which is
likely to be temporary, alongside a slowdown in China and Germany. We now
expect to report FY24 adjusted profit before tax of between £7.9m and £8.4m.

 

For over ten years SDI has consistently grown value by focusing on a clear and
straightforward strategy.  We acquire private companies at a significant
discount to those on the quoted markets. These subsidiaries are then
encouraged to grow for the benefit of all stakeholders. I am pleased to report
that we have a number of new acquisition opportunities under review. So,
despite the recent headwinds we look forward to the future with great
confidence."

 

* before share based payments, acquisition costs and amortisation of acquired
intangible assets.

** excluding £6.4m COVID related revenues in H1 FY23, to aid comparability.

 

 

 

Enquiries

 

SDI Group
plc
            01223 727144

Ken Ford, Chairman

Mike Creedon, CEO

Ami Sharma, CFO

www.sdigroup.com

 

Cavendish Capital Markets Limited
 
020 7220 0500

Ed Frisby/Seamus Fricker - Corporate Finance

Andrew Burdis/Sunila de Silva - ECM

SDI designs and manufactures scientific and technology products for use in
digital imaging and sensing and control applications including life sciences,
healthcare, astronomy, plastics and packaging, manufacturing, precision
optics, measurement instrumentation and art conservation.  SDI operates
through its companies: Atik Cameras, Synoptics, Graticules Optics, Sentek,
Astles Control Systems, Applied Thermal Control, MPB Industries, Chell
Instruments, Monmouth Scientific, Uniform Engineering, Safelab Systems,
Scientific Vacuum Systems Limited, LTE Scientific, Fraser Anti-Static
Techniques and Peak Sensors.

 

Corporate expansion is via organic growth within its subsidiary companies and
through the acquisition of complementary, niche technology businesses with
established reputations in global markets.

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

Chairman's statement

 

Whilst the pandemic has ended, the changes in customer behaviour the pandemic
caused have continued into this financial year. The COVID years saw
over-ordering of products, partly driven by and also leading to component
shortages throughout the supply chain. SDI has both benefitted and suffered
from these customer behaviours over the last three years, however, this
over-ordering has now led to some OEM's de-stocking as they rebalance to a
more normalised economic environment. This has impacted upon a small number of
our businesses, but we consider this a short-term phenomenon. The strength of
our business model, with a number of smaller niche autonomous businesses
operating in a multitude of markets, gives us the ability to respond quickly
to such market movements. We will continue to control our costs carefully as
we manage through this stage of the economic cycle.

 

We acquired Peak Sensors after the period end on 3 November 2023. Peak is a UK
manufacturer of temperature sensors, specialising in standard and bespoke
thermocouples and resistance thermometers. With over 25 years of experience,
Peak serves various industries, including glass, ceramic, incinerators
(including energy from waste), cement, and ovens. Peak exports to more than 85
countries in 6 continents, with approximately 17% overseas sales.

 

Peak fits perfectly within our acquisition criteria and has joined our Sensors
and Control segment. It will be operated separately from our existing
businesses. We warmly welcome our new colleagues to the SDI Group.

 

Board

 

We are pleased to welcome Stephen Brown to the Board. Stephen joined SDI as
Chief Operating Officer at the end of September. His skills and experience, at
AB Dynamics, BP, Rolls Royce and high growth companies will be invaluable to
SDI. Alongside the addition of Louise Early and Andrew Hosty over FY23, the
Board has a strong blend of skills and experience to guide the Group as we
continue to grow through our buy and build strategy.

 

 

Trading and operations

 

The Group's trading has been mixed over the first half of FY24. Applied
Thermal Control have continued to see good demand in the chiller product
market. Astles Control Systems delivered a number of chemical dosing equipment
contracts and LTE Scientific ('LTE') continued to execute on a large
environmental test chambers contract. Scientific Vacuum Systems ('SVS') has
just received a £2.3m order from a different OEM customer for two high tech
pieces of equipment for design and delivery over the next 18 month. As
expected at the time of its acquisition, SVS is proving to be a 'lumpy' order
(and revenues) business. As a result of the events in Ukraine, its major OEM
customer has had to re-schedule it's planned order profile, leading to a delay
in placement of its next order for its next sputtering machine. Their pipeline
remains strong but timing of order placement can be variable.

 

Monmouth has seen an increase in enquiries and orders for clean rooms.
 Safelab continues to see a good market for fume cupboards and Synoptics is
progressing well with its colony counter product brand, Synbiosis.  However,
a number of OEMs in the life and bio sciences sector are finding the trading
environment tough, leading to short-term de-stocking. This is particularly the
case in the gel-doc market and this has significantly impacted upon Atik
Cameras and, to a much lesser degree, Synoptics. Fraser Anti-Static Techniques
('FAST') has seen a slowdown in some of its geographic markets which has had a
slight impact on the business.

 

The SDI businesses that focus on the laboratory products market have increased
collaboration over the period with increased contact between the different
management teams. The businesses are actively seeking and finding areas of
co-operation to reduce costs and enhance their total customer offer. A number
of SDI laboratory products businesses attended the UK Lab Innovations trade
show (some businesses for the first time) and a number are planning to have a
single stall at the 2024 fair. Anecdotally, footfall is now increasing across
these types of events and trade shows do provide a good source for sales
leads. We do sometimes travel further afield for trade fairs, with Atik
Cameras having attended Analytica China this year.

 

Marketing teams from across the Group met again recently to share best
practice; subject matter included digital marketing. It is expected that this
forum will continue to meet. SDI management attended a Group conference in
November 2023 to discuss our strategic plans. This provided a valuable forum
for networking and sharing business knowledge and opportunities.

 

We continue to invest. Safelab Systems implemented a new ERP system over the
last six months, going live in October 2023. This new system should provide a
platform for the business to grow. SDI Group is implementing a new financial
consolidation system, which will aid efficiency when consolidating the Group's
financial results and provide scalability as we add new businesses.

 

Revenues

 

Group revenues increased by 1.6% to £32.2m (H1 FY23: £31.7m). The increase
was driven by 20% acquisition growth compared to the first half of FY23, with
both LTE and FAST, who delivered in total £6.3m in non-organic sales (until
the anniversary of the acquisition). Both LTE and FAST are currently trading
ahead of expectations, and we are pleased with their progress.

 

Organic revenue growth across the business was 2.2% after excluding the
comparative £6.4m H1 FY23 COVID related revenues. On a reported basis, there
was an organic decline of 18.4%.

 

Sales in Sensors & Control were 40% higher at £26.8m (H1 FY23: £19.2m),
with organic growth of 6.7%. On a reported basis, sales in our Digital Imaging
segment reduced by 57% to £5.4m (H1 FY23: £12.5m). The Digital Imaging
segment sales reduced by 12.1%**(H1 FY24 vs H1 FY23) as a result of the
destocking noted above.

 

The previous financial year was characterised by component shortages and these
have eased considerably. This helped Astles Control Systems deliver more
chemical dosing equipment sales in comparison to the first half of last year.
Applied Thermal Control had a good trading period with the demand for
scientific and industrial cooling systems continuing to be strong. SVS had a
strong first half as they shipped a sputtering machine to a large OEM
customer. Monmouth Scientific has a strong order book and a good sales
pipeline but has experienced operational delays in delivering product to its
customers. This should ease over the second half.

 

As noted earlier, Atik Cameras' major gel-doc OEM customer has de-stocked
significantly over the first half of FY24. This has meant Atik's revenues have
fallen short of expectations. Encouragingly, Atik recently received an
18-month order from this customer which will underpin future demand but this
will not recover lost first half revenues. Notably, Atik received its first
order for ChemiMos cameras over the period.

 

Profits

 

Gross margins held up well in the first half of FY24 at 63%, flat compared to
the comparative period. Overheads were higher than the comparative period
mainly due to acquisitions. Excluding this, wages/overhead growth was modest.

 

In addition to the performance measures defined under IFRS, the Group also
provides adjusted results in which certain one-time and non-cash charges are
excluded, to help shareholders understand the underlying operating
performance. Adjustments for the period were for the amortisation of acquired
intangible assets, share-based payments and acquisition costs totalling £1.0m
(H1 FY23: £1.2m).

 

Adjusted Group profit before tax decreased to £3.7m (H1 FY23: £6.5m) as a
result of the end of the COVID related contract in FY23. Statutory Group
profit before tax decreased to £2.7m (H1 FY23: £5.3m).

 

Our effective tax rate has increased to 24.9% (on statutory PBT) (H1 FY23:
20%) with the growth coming from an increased corporation tax rate.

 

Basic earnings per share reduced to 1.92p (H1 FY23: 4.15p); diluted earnings
per share decreased to 1.89p (H1 FY23: 4.06p). Adjusted diluted earnings per
share reduced to 2.68p (H1 FY23: 5.02p).

 

Cash flow

 

Cash generated from operations increased to £3.3m (H1 FY23: £1.9m). Working
capital increased by £2.3m over the period due to a £2.7m reduction in
customer advances, £1.4m of which was due to SVS shipping equipment in
October. Astles Control Systems saw its customer advances reduce by £0.6m as
it delivered chemical dosing equipment and LTE reduced by £0.5m as it worked
on an environmental test chambers project for a major OEM.

 

£1.0m in deferred consideration relating to the acquisition of Scientific
Vacuum Systems Limited will be paid in the second half of the year.

 

Net debt, or bank debt less cash, was £13.2m at 31 October 2023 compared to
£13.3m at 30 April 2023 and £15.4m at 31 October 2022.  This represents a
net debt: EBITDA ratio of 1.1x (rolling last 12 months calculation basis). At
31 October 2023, the Group had £10.25m of headroom within its £25m committed
loan facility with HSBC. A £5m accordion option remains available to the
Group (at the discretion of HSBC) for future exercise.

 

The Group has sufficient access to funds, alongside its cash flow, to acquire
new companies and invest in our current portfolio of businesses.

 

Acquisitions

 

On 3 November 2023, the Group acquired 100% of the share capital of Peak
Sensors (Holding) Limited for a total consideration of c.£2.6m. On the date
of the acquisition, the Peak Sensors group of companies had an improved cash
in hand position of c.£0.2m. Peak Sensors Limited, the only trading entity in
the acquired group, operates from a single site in Chesterfield and has 14
employees.

 

 

Outlook

 

In the first half of the financial year revenues increased to £32.2m (H1
FY23: £31.7m), despite the expiry of the very large profitable COVID
contracts for cameras. Cash generated by operations was £3.3m (H1 FY23:
£1.9m). Profits have been affected by some destocking, some of which is
likely to be temporary, alongside a slowdown in China and Germany. We now
expect to report FY24 adjusted profit before tax of between £7.9m and £8.4m.

 

For over ten years SDI has consistently grown value by focusing on a clear and
straightforward strategy. We acquire private companies at a significant
discount to those on the quoted markets. These subsidiaries are then
encouraged to grow for the benefit of all stakeholders. I am pleased to report
that we have a number of new acquisition opportunities under review. So,
despite the recent headwinds we look forward to the future with great
confidence.

 

 

 

 

 

Ken Ford, Chairman

7 December 2023

 

Consolidated income statement

Unaudited for the six months ended 31 October 2023

 

 

 

                                                   6 months to      6 months to      12 months to

                                                   31 October       31 October       30 April

                                                   2023             2022             2023

                                                   Unaudited        Unaudited        Audited

 Note                                              £'000            £'000
£'000
 Revenue                                            32,215           31,720           67,577
 Costs of sales                                    (11,908)         (11,764)         (24,810)
 Gross Profit                                       20,307           19,956           42,767

 Other operating income                             59               50               112
 Exceptional items - Goodwill impairment

                                                    -                -               (3,520)
 Other operating expenses                          (16,957)         (14,383)         (32,547)
 Operating expenses                                (16,957)         (14,383)         (36,067)

 Operating profit                                   3,409            5,623            6,812
 Net financing expense                             (754)            (318)            (970)
 Profit before taxation                             2,655            5,305            5,842
 Income tax charge                        7        (662)            (1,061)          (1,939)
 Profit for the period                              1,993            4,244            3,903

 Attributable to:
 Equity holders of the parent company               1,978            4,244            3,871
 Non-controlling interest                           15               -                32
 Profit for the period                              1,993            4,244            3,903

 Earnings per share                       5
 Basic earnings per share                          1.92p            4.15p            3.80p
 Diluted earnings per share                        1.89p            4.06p            3.72p

 

 

 

Consolidated statement of comprehensive income

Unaudited for the six months ended 31 October 2023

 

                                                                                                  6 months to          6 months to      12 months to

                                                                                                  31 October           31 October       30 April

                                                                                                  2023                 2022             2023

                                                                                                  Unaudited            Unaudited        Audited

                                                                                                  £'000                £'000
£'000
 Profit for the period                                                                             1,993               4,244              3,903

 Other comprehensive income
 Items that will not subsequently be reclassified to profit and loss:
 Remeasurement of net defined benefit liability                                                   -                    -                95

 Items that will subsequently be reclassified to profit and loss:
 Exchange differences on translating foreign operations                                           (4)                  170              142

 Total comprehensive profit for the period

                                                                                                  1,989                4,414            4,140

 Attributable to:
 Equity holders of the parent company                                                                          1,974            4,414             4,108
 Non-controlling interest                                                                                      15               -                 32
 Total comprehensive profit for the period

                                                                                                              1,989            4,414             4,140

 

Consolidated balance sheet

Unaudited at 31 October 2023

 

                                   Note  6 months to  6 months to  12 months to

                                         31 October   31 October   30 April

                                         2023         2022         2023

                                         Unaudited    Unaudited    Audited

                                         £'000        £'000
£'000
 Assets
 Non-current assets
 Intangible assets                       40,584       47,264       41,350
 Property, plant and equipment           14,630       15,015       14,688
 Investments                             24           -            24
 Deferred tax asset                7     705          1,547         734
                                         55,943       63,826        56,796
 Current assets
 Inventories                             11,937       12,066       13,504
 Trade and other receivables             10,086       11,566       11,980
 Corporation tax asset                   495          -            -
 Cash and cash equivalents               1,546        3,619        2,711
                                         24,064       27,251       28,195
 Total assets                            80,007       91,077       84,991
 Liabilities
 Non-current liabilities
 Borrowings                        6     14,750       19,000       16,000
 Lease liabilities                 6     5,989        6,304        5,996
 Deferred tax liability            7     5,162        5,795        5,336
                                         25,901       31,099       27,332
 Current liabilities
 Trade and other payables                9,768        16,543       15,444
 Provisions                              77           88           67
 Lease liabilities                 6     780          802          745
 Current tax payable                     -            1,889        111
                                         10,625       19,322       16,367
 Total liabilities                       36,526       50,421       43,699
 Net assets                              43,481       40,656       41,292
 Equity
 Share capital                           1,041        1,027        1,041
 Merger reserve                          2,606        2,606        2,606
 Merger relief reserve                   424          424          424
 Share premium account                   10,778       10,093       10,778
 Share-based payment reserve             757          656          557
 Foreign exchange reserve                177          209          181
 Retained earnings                       27,651       25,641       25,673
 Total equity due to shareholders        43,434       40,656       41,260

 Non-controlling interest                47           -            32
 Net assets                              43,481       40,656       41,292

 

Consolidated statement of cash flows

Unaudited for the six months ended 31 October 2023

 

                                                         Note  6 months to  6 months to  12 months to

                                                               31 October   31 October   30 April

                                                               2023         2022         2023

                                                               Unaudited    Unaudited    Audited

                                                               £'000        £'000
£'000
 Operating activities
 Net profit for the period                                      1,993       4,244         3,903
 Depreciation and amortisation                                  2,005       2,010         4,256
 Finance costs and income                                       754         318           970
 Impairment of intangibles                                      -           -             3,520
 Changes in provisions                                          10          (75)         (96)
 Taxation expense in the income statement                       662         1,061         1,939
 Employee share-based payments                                  200         140           351
 Operating cash flow before movement in working capital

                                                                5,624       7,698         14,843

 Changes in inventories                                         1,567       (1,906)      (2,929)
 Changes in trade and other receivables                        1,894        (1,070)       2,689
 Changes in trade and other payables                           (5,770)      (2,847)      (3,730)
 Cash generated from operations                                 3,315       1,875         10,873

 Interest paid                                                 (754)        (318)        (970)
 Income taxes paid                                             (1,413)      (691)        (2,161)
 Cash generated from operating activities                      1,148        866          7,742

 Cash flows from investing activities
 Capital expenditure on fixed assets                           (556)        (443)        (1,085)
 Sale of property plant and equipment                           20          10            84
 Expenditure on development and other intangibles              (232)        (183)        (323)
 Acquisition of subsidiaries, net of cash                       -           (16,523)     (21,056)
 Net cash used in investing activities                         (768)        (17,139)     (22,380)

 Cash flows from financing activities
 Payments of lease liabilities                                 (384)        (386)        (789)
 Proceeds from bank borrowings                                 -            15,000       15,000
 Repayment of borrowings                                       (1,250)      -            (3,000)
 Issues of shares & proceeds from option exercises             -            -            892
 Net cash (used in)/from financing activities                  (1,634)      14,614       12,103

 Net decrease in cash and cash equivalents                     (1,254)      (1,659)      (2,535)

 Cash and cash equivalents, beginning of period                2,711        5,106        5,106
 Foreign currency movements on cash balances                   89           172          140
 Cash and cash equivalents, end of period                      1,546        3,619        2,711

Consolidated statement of changes in equity

Unaudited for the six months ended 31 October 2023

 

 6 months to 31 October 2023 - unaudited            Share     Merger                            Foreign    Share     Share-based payment reserve  Retained   Non-controlling interest

                                                    capital   reserve   Merger relief reserve   exchange   premium   £'000                        earnings   £'000                     Total

                                                    £'000     £'000     £'000                   £'000      £'000                                  £'000                                £'000
 Balance at 1 May 2023                              1,041     2,606     424                     181        10,778    557                          25,673     32                        41,292
 Shares issued                                      -         -         -                       -          -         -                            -          -                         -
 Tax in respect to share options

                                                    -         -         -                       -          -         -                            -          -                         -
 Share based payments transfer

                                                    -         -         -                       -          -         -                            -          -                         -
 Share based payments                               -         -         -                       -          -         200                          -          -                         200
 Transactions with owners

                                                    -         -         -                       -          -         200                          -          -                         200
 Profit for the period                              -         -         -                       -          -         -                            1,978      15                        1,993
 Foreign exchange on consolidation of subsidiaries

                                                    -         -         -                       (4)        -         -                            -          -                         (4)
 Total comprehensive income for the period

                                                    -         -         -                       (4)        -         -                            1,978      15                        1,989
 Balance at 31 October 2023                         1,041     2,606                             177        10,778

                                                                        424                                          757                          27,651     47                        43,481

 

 

 

 

 6 months to 31 October 2022 - unaudited            Share     Merger                            Foreign    Share     Share-based payment reserve  Retained   Non-controlling interest

                                                    capital   reserve   Merger relief reserve   exchange   premium   £'000                        earnings   £'000                     Total

                                                    £'000     £'000     £'000                   £'000      £'000                                  £'000                                £'000
 Balance at 1 May 2022                              1,022     2,606     424                     39         9,905     320                          21,476     -                         35,792
 Shares issued                                      5         -         -                       -          188       -                            -          -                         193
 Tax in respect to share options

                                                    -         -         -                       -          -         -                            117        -                         117
 Share based payments transfer

                                                    -         -         -                       -          -         196                          (196)      -                         -
 Share based payments                               -         -         -                       -          -         140                          -          -                         140
 Transactions with owners                           5         -         -                       -          188       336                          (79)       -                         450
 Profit for the period                              -         -         -                       -          -         -                            4,244      -                         4,244
 Foreign exchange on consolidation of subsidiaries

                                                    -         -         -                       170        -         -                            -          -                         170
 Total comprehensive income for the period

                                                    -         -         -                       170        -         -                            4,244      -                         4,414
 Balance at 31 October 2022

                                                    1,027     2,606     424                     209        10,093    656                          25,641     -                         40,656

 

 

 

 

Consolidated statement of changes in equity (continued)

Unaudited for the six months ended 31 October 2023

 

 12 months to 30 April 2023 - audited               Share     Merger                            Foreign    Share     Share-based payment reserve  Retained   Non-controlling interest  Total

                                                    capital   reserve   Merger relief reserve   exchange   premium   £'000                        earnings   £'000
£'000

                                                    £'000     £'000     £'000                   £'000      £'000                                  £'000
 Balance at 30 April 2022                           1,022      2,606     424                    39         9,905     320                          21,476     -                         35,792
 Shares issued                                      19         -         -                       -         873        -                            -         -                         892
 Tax in respect to share options

                                                     -         -         -                       -          -         -                           117        -                         117
 Share based payments transfer

                                                     -         -         -                       -          -        (114)                        114        -                          -
 Share based payments                                -         -         -                       -          -        351                           -         -                         351
 Transactions with owners

                                                    19         -         -                       -         873       237                          231        -                         1,360
 Profit for the year                                 -         -         -                       -          -         -                           3,871      32                        3,903
 Actuarial gain on defined benefit pension

                                                    -         -         -                       -          -         -                            95         -                         95
 Foreign exchange on consolidation of subsidiaries

                                                     -         -         -                      142         -         -                            -         -                         142
 Total comprehensive income

                                                     -         -         -                      142         -         -                           3,966      32                        4,140
 Balance at 30 April 2023

                                                    1,041      2,606     424                    181        10,778    557                          25,673     32                        41,292

Notes to the interim financial statements

 

 

1. General information and basis of preparation

 

SDI Group plc (the "Company"), a public limited company, is the Group's
ultimate parent. It is registered in England and Wales. The consolidated
interim financial statements of the Company for the period ended 31 October
2023 comprise the Company and its subsidiaries (together referred to as the
"Group").

 

The unaudited consolidated interim financial statements are for the six months
ended 31 October 2023. These interim financial statements have been prepared
using the recognition and measurement principles of International Accounting
Standards in conformity with the requirements of the Companies Act 2006. The
consolidated interim financial information has been prepared under the
historical cost convention, as modified by the recognition of certain
financial instruments at fair value. The consolidated interim financial
statements are presented in British pounds (£), which is also the functional
currency of the ultimate parent company.

 

The consolidated interim financial information was approved by the Board of
Directors on 7 December 2023.

 

The financial information set out in this interim report does not constitute
statutory accounts as defined in section 435 of the Companies Act 2006. The
figures for the year ended 30 April 2023 have been extracted from the
statutory financial statements of SDI Group plc which have been filed with the
Registrar of Companies. The auditor's report on those financial statements was
unqualified and did not contain a statement under section 498(2) or 498(3) of
the Companies Act 2006. The financial information for the six months ended 31
October 2023 and for the six months ended 31 October 2022 has not been audited
or reviewed by the auditors pursuant to the Financial Reporting Council's
relevant guidance.

 

 

 

2. Principal accounting policies

 

The principal accounting policies adopted in the preparation of the condensed
consolidated interim information are consistent with those followed in the
preparation of the Group's financial statements for the year ended 30 April
2023.

 

The accounting policies have been applied consistently throughout the Group
for the purposes of preparation of these interim financial statements.

 

 

3. Alternative Performance Measures

 

The Group uses Adjusted Operating Profit, Adjusted Profit Before Tax, Adjusted
Diluted EPS and Net Operating Assets as supplemental measures of the Group's
profitability and investment in business related assets, in addition to
measures defined under IFRS. The Group considers these useful due to the
exclusion of specific items that are considered to hinder comparison of
underlying profitability and investments of the Group's segments and
businesses and is aware that shareholders use these measures to evaluate
performance over time. The adjusting items for the alternative measures of
profit are either recurring but non-cash charges (share-based payments and
amortisation of acquired intangible assets) or exceptional items
(reorganisation costs and acquisition costs).

 

The following table is included to define the term Adjusted Operating Profit:

 

                                                6 months to  6 months to  12 months to

                                                31 October   31 October   30 April

                                                2023         2022         2023

                                                Unaudited    Unaudited    Audited

                                                £'000        £'000
£'000

 Operating Profit (as reported)                 3,409        5,623        6,812

 Adjusting items (all costs):
 Non-underlying items
 Share based payments                           200          140          351
 Amortisation of acquired intangible assets     758          823          1,795
 Exceptional items
 Impairment of intangibles                      -            -            3,520
 Acquisition costs                              62           267          331
 Total adjusting items within Operating Profit  1,020        1,230        5,997

 Adjusted Operating Profit                      4,429        6,853        12,809

 

 

Adjusted Profit Before Tax is defined as follows:

                                  6 months to  6 months to  12 months to

                                  31 October   31 October   30 April

                                  2023         2022         2023

                                  Unaudited    Unaudited    Audited

                                  £'000        £'000
£'000

 Profit Before Tax (as reported)  2,655        5,305        5,842

 Adjusting items (as above)       1,020        1,230        5,997

 Adjusted Profit Before Tax       3,675        6,535        11,839

 

 

3. Alternative Performance Measures (continued)

 

Adjusted EPS is defined as follows:

 

                                                                         6 months to  6 months to  12 months to

                                                                         31 October   31 October   30 April

                                                                         2023         2022         2023

                                                                         Unaudited    Unaudited    Audited

                                                                         £'000        £'000
£'000

 Profit for the Period (as reported)                                     1,993        4,244        3,903

 Adjusting items (as above)                                              1,020        1,230        5,918*
 Less: taxation on adjusting items calculated at the UK statutory rate

                                                                         (190)        (234)        (369)
 Adjusted profit for the period                                          2,823        5,240        9,452

 Divided by diluted weighted average number of shares in issue (Note 6)  105,242,068  104,411,856  104,799,252

 Adjusted Diluted EPS                                                    2.68p        5.02p        9.02p

 

*impairment of intangible assets is net of tax

 

Net Operating Assets is defined as follows:

 

                                          31 October  31 October  30 April

                                          2023        2022        2023

                                          Unaudited   Unaudited   Audited

                                          £'000       £'000
£'000

 Net Assets                                43,481     40,656       41,292

 Deferred tax asset                       (705)       (1,547)     (734)
 Corporation tax asset                     (495)      (569)        -
 Cash and cash equivalents                 (1,546)    (3,619)      (2,711)
 Borrowings (current and non-current)     21,519      26,106      22,741
 Deferred consideration                   961         2,460       961
 Deferred tax liability                   5,162       5,795       5,336
 Current tax payable                       -          1,889       111
 Total adjusting items within Net Assets  24,896      30,515      25,704

 Net Operating Assets                     68,377      71,171      66,996

 

4. Segmental analysis

                                             6 months to  6 months to  12 months to

                                             31 October   31 October   30 April

                                             2023         2022         2023

                                             Unaudited    Unaudited    Audited

 

                                             £'000        £'000        £'000
 Revenues
 Digital Imaging                             5,405        12,529       20,870
 Sensors & Control                           26,810       19,191       46,707
 Group                                       32,215       31,720       67,577

 Adjusted operating profit
 Digital Imaging                             645          4,692        6,873
 Sensors & Control                           4,780        2,914        8,045
 Other                                       (996)        (753)        (2,109)
 Group                                       4,429        6,853        12,809

 Amortisation of acquired intangible assets
 Digital Imaging                             (92)         (92)         (175)
 Sensors & Control                           (666)        (735)        (1,620)
 Group                                       (758)        (827)        (1,795)

 

Adjusted Operating Profit has been defined in Note 3.

 

Analysis of amortisation of acquired intangible assets has been included
separately as the Group considers it to be an important component of profit
which is directly attributable to the reported segments.

 

The Other category includes costs which cannot be allocated to the other
segments and consists principally of Group head office costs.

4. Segmental analysis (continued)

 

                                                        31 October  31 October  30 April

                                                        2023        2022        2023

                                                        Unaudited   Unaudited   Audited

 

                                                        £'000       £'000       £'000
 Operating Assets excluding acquired intangible assets
 Digital Imaging                                        7,452       8,191       7,585
 Sensors & Control                                      28,875      29,868      32,155
 Other                                                  1,013       676         1,075
 Group                                                  37,340      38,735      40,815

 Acquired intangible assets
 Digital Imaging                                        4,759       4,932       4,844
 Sensors & Control                                      35,141      41,675      35,888
 Group                                                  39,900      46,607      40,732

 Operating Liabilities
 Digital Imaging                                        (1,298)     (3,133)     (1,489)
 Sensors & Control                                      (7,062)     (10,383)    (11,024)
 Other                                                  (503)       (655)       (2,038)
 Group                                                  (8,863)     (14,171)    (14,551)

 Net Operating Assets
 Digital Imaging                                        10,913      9,990       10,940
 Sensors & Control                                      56,954      61,160      57,019
 Other                                                  510         21          (963)
 Group                                                  68,377      71,171      66,996

 

Net operating assets has been defined in Note 3.

 

 

5. Earnings per share

 

The calculation of the basic earnings per share is based on the profits
attributable to the shareholders of SDI Group plc divided by the weighted
average number of shares in issue during the period. All profit per share
calculations relate to continuing operations of the Group.

                                    Profit             Weighted     Earnings

                                     for the period    average      per share

                                    £'000              number of    amount in

                                                       shares
pence
 Basic earnings per share:
 Period ended 31 October 2023       1,993              104,050,044  1.92
 Period ended 31 October 2022       4,244              102,215,980  4.15
 Year ended 30 April 2023           3,903              102,761,812  3.80

 Dilutive effect of share options:
 Period ended 31 October 2023                          1,192,024
 Period ended 31 October 2022                          2,195,876
 Year ended 30 April 2023                              2,037,440

 Diluted earnings per share:
 Period ended 31 October 2023       1,993              105,242,068  1.89
 Period ended 31 October 2022       4,244              104,411,856  4.06
 Year ended 30 April 2023           3,903              104,799,252  3.72

 

6. Borrowings

                                                                  *Restated 30 April

                                        31 October   31 October   2023

                                        2023         2022         Audited

                                        Unaudited    Unaudited
£'000

                                        £'000        £'000
 Within one year:
 Leases                                 780          802          745
                                        780          802          745
 After one year and within five years:
 Bank finance                           14,750       19,000       16,000
 Leases                                 5,208        5,476        5,215
                                        19,958       24,476       21,215
 After more than five years:
 Leases                                 781          828          781

 Total borrowings                       21,519       26,106       22,741

*see note 9

 

Bank finance relates to amounts drawn down under the Group's bank facility
with HSBC Bank plc, which is secured against all assets of the Group. On 1
November 2021 the Group renewed and expanded its committed loan facility with
HSBC to £20m, with an accordion option of an additional £10m and with a
termination date of 1 November 2024 extendable for two further years. On 30
November 2022, the Group reached agreement with HSBC to exercise £5m of an
available £10m accordion option, which increased the committed loan facility
from £20m to £25m. The balance of the accordion option (£5m) remains
available to the Group (at the discretion of HSBC) for future exercise. On 29
March 2023 the termination date was extended by a further year to 1 November
2025. This is extendable by another year at HSBC's discretion. The revolving
facility is available for general use. The facility has covenants relating to
leverage (net debt to EBITDA) and interest cover.

 

 

7. Taxation

 

The Group has estimated an effective tax rate of 24.9% (H1 FY23: 20%) for the
year and has applied this rate to the profit before tax for the period.

 

8. Post balance sheet events

 

On 3 November 2023 the Group completed the acquisition of Peak Sensors for an
initial consideration of c.£1.6m in cash plus further expected payments up to
c.£1.0m depending on net assets delivered at completion. Peak Sensors
comprises three companies: Peak Sensors (Holding) Limited and two wholly owned
subsidiaries, Peak Sensors Limited and Peak Sensors (Property) Limited. Peak
Sensors Limited is the main trading company employing all members of staff.

Peak Sensors is a leading UK manufacturer of temperature sensors, specialising
in standard and bespoke thermocouples and resistance thermometers which are
used in various industries, including glass, ceramic, incinerators (including
energy from waste), cement, and ovens. For the year ended 31 March 2023, Peak
Sensors achieved revenues of approximately £2.1m, EBIT of c.£0.3m, and the
Peak group's statutory profit before tax was c.£0.4m (consolidated,
unaudited).

The acquisition is expected to be earnings enhancing in the first full year of
ownership.

 

9. Prior year restatement

 

The amounts owed after more than five years and after one year and within five
years were updated to include the correct split. As a result of this
correction, the amounts owed after more than five years has increased by
£781,000 to £781,000 and the amounts owed after one year and within five
years has decreased by £781,000 to £5,215,000. The correction had no impact
on the presentation of current and non-current liabilities as per the
Statement of Financial Position.

 

 

 

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