REG - Solid State PLC - Interim Results, Analyst Briefing & Investor Pres
05/12/2023 07:00
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RNS Number : 6315V Solid State PLC 05 December 2023
05 December 2023
Solid State plc
("Solid State", the "Group" or the "Company")
Interim Results
Analyst Briefing & Investor Presentation
Solid State plc (AIM: SOLI), the specialist value added component supplier and
design-in manufacturer of computing, power, and communications products, is
pleased to announce its Interim Results for the six months ended 30 September
2023.
Highlights in the period include:
H1 2023/24 H1 2022/23 Change
Revenue £88.1m £59.4m +48%
Operating profit margin 7.9% 7.5% +40bps
Adjusted operating profit margin* 9.2% 9.3% -10 bps
Profit before tax £6.1m £4.2m +45%
Adjusted profit before tax* £7.3m £5.2m +39%
Diluted earnings per share 39.1p 36.4p +7%
Adjusted diluted earnings per share 46.8p 45.3p +3%
Interim dividend 7.0p 6.5p +8%
Net cash flow from operating activities £8.3m £0.50m +1,560%
* Adjusted performance metrics are reconciled in note 5, the adjustments
relate to IFRS 3 acquisition amortisation, share based payments charges and
non-recurring charges in respect of acquisition costs and fair value
adjustments.
H1 2023/24 H1 2022/23 Change
Net cash / (net debt)** £(3.9)m £(16.1)m -76%
Open order book @ 30 September 2023 / 30 September 2022 £99.7m £112.5m -11%
** Net cash / debt includes net cash with banks £8.8m (H1 2022/23: £16.0m),
bank loans of £12.7m (H1 2022/23: £17.7m) the fair value of deferred
contingent consideration of £nil (H1 2022/23: £14.4m) and excludes the right
of use lease liabilities of £1.8m (H1 2022/23: £2.7m).
Financial highlights:
· Delivered organic revenue growth in excess of 35% while
maintaining operating margins at 9.2% (FY23 9.2%)
· Strong cash generation results in net debt continuing to reduce
to £3.9m (FY23 £8.1m)
· Robust orderbook of £108.6m at 31 October 2023 combined with a
strong prospect pipeline, gives the Directors confidence in meeting full year
consensus analyst expectations(1).
Commercial and operational highlights:
· US Components restructure and Custom Power integration activities
are largely complete.
· Rebranding of Components division sales channel under the
"Solsta" brand launched at the beginning of H2 with group branding refresh to
follow next year.
· The pipeline of new design wins across the Group remains strong
in all target markets, which gives the Board confidence that the underlying
growth drivers in our target markets remain.
Commenting on the results and prospects, Nigel Rogers, Chairman of Solid
State, said:
"We continue to work with customers to leverage our specialist design-in
capabilities, placing the Group in a strong position, both regionally and
globally, in our target growth markets. Solid State remains ambitious with a
growth strategy focused on developing Group talent, product innovation and
further internationalisation of our operations to deliver on our 2030 goals.
"The performance in the Period reflects a very pleasing out-turn given the
broader economic and geopolitical influences."
(1) The Company considers the average of the most recently published research
forecasts prior to this announcement by all providers - Cavendish Capital
Markets Ltd and WH Ireland plc to represent market expectations for Solid
State.
Market Expectations FY23/24 FY24/25
Revenue £155.3m £152.3m
Adjusted profit before tax* £12.5m £12.5m
Net (debt) / cash (£3.0m) £1.0m
Analyst Briefing: 2.00 p.m. today, Tuesday 5 December 2023
A hybrid briefing for Analysts will be hosted by Gary Marsh, Chief Executive,
and Peter James, Group Finance Director, at 2.00 p.m. today, Tuesday 5
December 2023 to review the results and prospects. Analysts wishing to attend
should contact Walbrook PR on solidstate@walbrookpr.com or on 020 7933 8780.
Please include whether you would like to attend in person at 75 King William
St, EC4N 7BE, or online.
Investor Presentation: 10.30 a.m. on Wednesday 6 December 2023
Gary Marsh, Chief Executive; Peter James, Group Finance Director; and, John
Macmichael, Managing Director of Solsta, the Group's components division, will
hold a presentation to cover the results and prospects at 10.30 a.m. on
Wednesday 6 December 2023. The presentation will be hosted through the
digital platform Investor Meet Company. Investors can sign up to Investor Meet
Company for free and add to meet Solid State plc via the following
link https://www.investormeetcompany.com/solid-state-plc/register-investor
(https://urldefense.proofpoint.com/v2/url?u=https-3A__www.investormeetcompany.com_solid-2Dstate-2Dplc_register-2Dinvestor&d=DwMGaQ&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=05PHl3GHdShYuaCii2fBRpoqaNr9B1d97X09daeosu0&m=J_w1tceU9zzYJ7XKVb7cI6vB50Ub0EkseNW3jQMJXh0&s=3vECInbFqFci5nlddgAz6BmJ10o04LjoiJjqEFyNUW0&e=)
. Investors who have already registered and added to meet the Company will
automatically be invited.
Questions can be submitted pre-event to solidstate@walbrookpr.com, or in
real time during the presentation via the "Ask a Question" function.
Investor Site Visits to Head Office in Redditch
Solid State holds site visits to its head office in Redditch where operations
from both the Systems and Components divisions can be seen. Interested
investors should contact solidstate@walbrookpr.com
(mailto:solidstate@walbrookpr.com) .
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
For further information please contact:
Solid State plc Via Walbrook
Gary Marsh - Chief Executive
Peter James - Group Finance Director
Cavendish Capital Markets Limited (Nominated Adviser & Broker) 020 7397 8900
Adrian Hadden / Callum Davidson (Corporate Finance)
Jasper Berry / Tim Redfern (Sales)
Walbrook PR (Financial PR) 020 7933 8780
Tom Cooper / Nick Rome / Joe Walker 0797 122 1972
solidstate@walbrookpr.com (mailto:solidstate@walbrookpr.com)
Analyst Research Reports: For further analyst information and research see the
Solid State plc website: https://solidstateplc.com/research/
(https://urldefense.proofpoint.com/v2/url?u=https-3A__solidstateplc.com_research_&d=DwMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=05PHl3GHdShYuaCii2fBRpoqaNr9B1d97X09daeosu0&m=JmX-gQVke87P3UDBxQzNglNm9FfzH5yZtIa_SmElSS4&s=ib8r3ul2tCaEvJ39SnR1LT7nCa7gAcRQzgO-kNoyZoM&e=)
Notes to Editors:
Solid State plc (SOLI) is a value added electronics group supplying
commercial, industrial and defence markets with durable components,
assemblies, manufactured units and power units for use in specialist and harsh
environments. The Group's mantra is - 'Trusted technology for demanding
environments'. To see an introductory video on the Group
- https://bit.ly/3kzddx7 (https://bit.ly/3kzddx7)
Operating through two main divisions: Systems (Steatite, Active Silicon &
Custom Power) and Components (Solsta, Pacer, Willow Technologies & AEC);
the Group specialises in complex engineering challenges often requiring
design-in support and component sourcing for computing, power, communications,
electronic, electro-mechanical and opto-electronic products.
Headquartered in Redditch, UK, Solid State employs approximately 400 staff
across the UK and US, serving specialist markets with high barriers to entry
in industrial, defence and security, transportation, medical and energy.
Solid State was established in 1971 and admitted to AIM in June 1996. The
Group has grown organically and by acquisition - having made three
acquisitions in the last three years.
CHAIRMAN'S FIRST HALF REVIEW
I am pleased to report that in the six months ended 30 September 2023 ("First
Half", "Period" or "H1 2023/24") the Group has had a record start to the year.
The Group's strategy and focus on ensuring we have sector, product, and
customer diversity to provide a resilient business model has continued to
prove its value and delivered significantly improved organic revenue growth in
the Period.
The geopolitical environment continues to drive government spending in
security and defence, with Group revenue in these sectors continuing to
increase, including the successful delivery of the previously reported NATO
contracts.
Furthermore, the Group has seen good cash generation in the first half of the
year, and we anticipate this continuing into the second half as lead times
continue to improve, and we look to benefit from the associated working
capital unwind.
Solid State has been successful in building on its relationships with Tier 1
customers across our target growth markets of security and defence, medical,
transport, and industrial where we have seen design and contract wins with
certain larger ones announced during the Period.
Environmental Social and Governance ("ESG")
ESG is at the core of Solid State's strategy, creating a long-term sustainable
business, which minimises our adverse impact on the environment and maximises
value for our stakeholders.
Our technology, products and systems are designed and engineered to be high
quality, often upgradable with a long life, which inherently means we are
starting from a strong position. These characteristics help to differentiate
us from our competitors and enable us to be ambitious in how we operate, where
we believe we are a business leading on ESG in our sector.
For example, the Group is decommissioning an energy intensive production line
within its US operation, which will consequently greatly reduce its CO(2)
emissions.
Our ESG Committee continues to improve our communication with stakeholders to
articulate our ESG strategy and deliver on our goals, including achieving net
zero in Scope 1 and 2 emissions by 2050.
Board and leadership team
During the Period, we welcomed Sam Smith as an independent Non-Executive
Director to the Board of Directors with effect from 1 August 2023. Sam will
sit on the Audit and Remuneration Committees.
Peter Haining stood down as Non-Executive Director at the Annual General
Meeting ("AGM") earlier in the year but will continue to serve as Company
Secretary in the near term to ensure a smooth transition.
The Board will seek to appoint a further independent Non-Executive Director in
the coming year.
We need to continue to develop talent within our senior leadership team.
Recruiting additional people in a still relatively tight labour market
elongates the process more than we would like. However, we have made good
progress in the Period, developing the team, which puts the Group in a
stronger position for the future.
Outlook
The industry has seen lead times improving in many areas, however, certain
"golden components" where demand is particularly high continue to dictate
operational schedules.
As expected, defence and security aside, the improving component lead times
has resulted in the orderbook beginning to normalise as customers focus on
managing working capital.
The pipeline of new design wins across the Group remains strong in all target
markets, which gives the Board confidence that the underlying growth drivers
in our target markets remain.
Post Period-end we have seen strong order intake with the open orderbook at
the end of October increasing from the half-year position of £99.7m to
£108.6m (30 September 2022: £112.5m).
As previously reported, it is encouraging to see the development of
multi-product, multi-year programmes with international blue-chip clients.
This is testament to the work done over the last five years to develop the
Group's product and service offering, making Solid State ever more relevant
and valuable to its customers.
The record billings, combined with a stable six month orderbook, gives the
Board confidence in meeting the full-year expectations for FY23/24.
We are continuing the execution of our strategy to achieve our mid-term
strategic goals. The Board has set goals to 2030 and committed to seeking to
maintain compound growth in Total Shareholder Return ("TSR") in excess of 20%.
This record start provides a strong foundation to achieve this ambition in
FY23/24.
Nigel Rogers
Non-Executive Chairman
5 December 2023
CHIEF EXECUTIVE OFFICER'S REVIEW
I am pleased to report that the Group has delivered record financial results
for the Period with progress in the execution of its growth strategy, building
on the strong performance we have seen over recent years.
Performance
The Group's long-standing relationships, commitment to customer service, and a
proactive approach to managing the semiconductor supply chain challenges has
meant we have invested in, and secured, inventory in partnership with our
customers. This has enabled us to deliver revenues in the First Half to meet
customer requirements, which we did not expect to be able to fulfil until the
Second Half.
As a result of shipping this additional product, the full period of
contribution from Custom Power, as well as the £23.4m NATO contracts, the
First Half organic revenue growth in excess of 35% on a constant currency
basis is exceptionally strong.
On a full-year basis we expect to deliver strong organic revenue growth
exceeding 15%, which will be in line with recently upgraded consensus revenue
expectations. Group adjusted operating margins are a key metric. Despite the
dilution in mix with the NATO contracts, adjusted operating margins have been
maintained at 9.2% as a result of the operational gearing from the strong
billings pulled forward. Where H2 billings are expected to return to more
normalised levels, the operational gearing means we may see slight dilution on
a full-year basis, however, there is potential for this to be mitigated by a
stronger mix in the Second Half.
Following the share issue on the acquisition of Custom Power in August 2022, I
am pleased to report a 3.3% growth in adjusted diluted earnings per share over
the prior year's record result 46.8p (H1 2022/23: 45.3p).
Strategy
Solid State's growth strategy combines organic and acquisitive growth to
actively target strategic customers in sectors with high barriers to entry
that require accreditations, long standing credibility, and specialist skills
and experience where our technology adds tangible value.
The Group's key target markets include industrial, security and defence,
medical, transport, and energy.
Our four strategic pillars to drive growth remain:
• Talent development embedding our ESG values;
• Broadening our complementary product and technology portfolio;
• Development of our "own brand" components and systems offering,
securing recurring revenue; and
• Internationalisation of the Group.
The following key milestones represent critical steps in the delivery of our
strategy, and are cornerstones on which our 2030 plans and ambitions will
continue to build:
• With the appointment of Sam Smith as an independent Non-Executive
Director ("NED") we have continued to progress our governance and leadership
team structure to position the Group for the next phase of growth;
• As part of our environmental strategy, the decommissioning of
production for certain legacy products is now well advanced;
• Launched the rebranding of our components division, which is now
trading as "Solsta" with a consistent Group brand refresh to follow during the
Second Half;
• Delivered strong cash generation to settle deferred consideration
and pay down the Group's borrowings to position the Group for future
investments; and
• Developed our technical capabilities and expertise to enhance the
relevance and value-added differentiation of our offering to our Tier 1
customers.
Markets and Divisional review
During the Period, the Group has seen good demand and increased billings for
Internet of Things ("IoT") communications components from customers in the
energy and utilities sector, within our industrial market.
Furthermore, the design and pipeline development within the medical sector has
been building with activity strong across both divisions, including exciting
new engineering projects and design wins, which are expected to translate into
production demand as we head into FY24/25 and beyond.
The Components division delivered revenue of £31.4m (H1 2022/23: £35.3m), an
11.2% decrease on the prior year. FY22/23 was an exceptional year that ended
31.5% (£16.5m) up on FY21/22 after record customer demand, facilitated by the
Division's investment to secure product driven by the component shortages and
Covid-19 impact. This pulled forward demand to H1 2022/23 from H2 2022/23 and
FY23/24 with some customers now destocking.
Post Period-end, the Division has launched new branding to trade as "Solsta"
and continues to raise awareness of the Durakool product brand as the Group
focuses on current technology for growth markets. In addition, the team has
made good progress in enlarging the global third-party sales network and the
internal support resources to drive future growth.
Our System's division revenue increased by 136.2% to £56.7m (H1 2022/23:
£24.0m). As reported in November 2022, the Systems division secured contract
wins to supply communications equipment to a client in the defence sector
through NATO. These contracts have been shipped in the Period driving the
year-on-year growth, in addition to a full Period of Custom Power, delivering
a very strong first half to the FY23/24.
While these contracts have diluted the margin mix within the Systems business
in the Period, they have contributed significantly to the record start to the
year and provide a foundation for long-term recurring revenue in this sector
as the Group targets "through-life" support opportunities.
Having completed the acquisition of Custom Power in August 2022, the US
integration activities are largely complete; we received US regulatory sign
off on the export control environment enabling efficient collaboration with
the UK battery team.
The business performance continues to be consistent with management
expectations and has been resilient in the face of some customer push
outs/destocking. Positively, margins continue to improve year on year
(mitigating the destocking impact) where we are realising commercial and
operational best practice synergies.
We are continuing to look at adding technical and commercial talent both in
the UK and the USA to boost the drive for sustainable growth.
Pleasingly, post Period-end we have secured a design and build programme for a
smart battery in a hand held industrial device with a new global client. Our
international capabilities have opened the opportunity for increased work
share. We have commenced the design and engineering phases, with US deliveries
scheduled to commence later in FY24/25. Opportunities for an enterprise
charging solution and transfer of technology to our UK facility are now
underway.
Branding and Market positioning
As the Solid State Group has grown and expanded over the years, it has made a
number of acquisitions, each of which has brought huge benefits in terms of
people and capability. Solid State's core values and strengths have remained
the same, but the resulting amalgamation of companies and brands has increased
the complexity of how the Group articulates "who it is, what it does and why
it is unique and different from its competitors".
A Group-wide exercise to ensure the branding and web presence reflects the
qualities of the Group and positions the operating units suitably is under way
to maximise market penetration and cross-selling opportunities. The recently
announced rebranding of the Components division under the trading name of
"Solsta" is a first step in this exercise.
We are making good progress on the project to adopt the Custom Power brand
across the Group's Power offering, which is expected to be completed during
FY24/25.
People and leadership development
In the First Half we have seen several internal promotions, with close to 25%
of vacancies being filled from internal talent. We continue to invest in new
talent as well as adding depth to our senior team across the Group, including
five heads in engineering as well as two senior heads to our Power business
unit leadership team. Continued investment in our people and developing our
Group leadership team is a critical driver for future growth as we strive to
replicate recent successes.
The work of the ESG Committee is enhancing internal communications through our
HR roadshows and our wellbeing initiatives, including a hardship fund and
occupational health support. We have also established a Group Executive
Committee ensuring our leadership structure enables us to deliver the next
phase of the Group's growth.
M&A
The Board continues to actively explore attractive acquisition opportunities
across target markets both overseas and in the UK, and the pipeline of
opportunities is strong. We had several opportunities that were investigated,
which through initial due diligence we did not progress as the opportunity did
not meet our requirements.
However, we also do have others that remain of interest, and we are continuing
to pursue. The acquisition pipeline for both Divisions is healthy with
particular focus on adding technology and further internationalisation of the
Group.
Gary Marsh
Chief Executive Officer
5 December 2023
KEY PERFORMANCE INDICATORS
The following key performance indicators are used by the Group to monitor
performance, working capital and forward prospects.
Alternative/Adjusted Performance Measures ("APMs"), identified as "adjusted",
are applied consistently throughout this report. APMs are reconciled to the
statutory UK-adopted IFRS measures in Note 5. Note 30 to the 2023 Annual
Report and Accounts defines APMs and includes a narrative disclosure of the
basis of recognition of the APMs and the impact of the differences compared to
the statutory measures. All APMS are identified in this document as "adjusted"
throughout and any measure not flagged as "Adjusted" is the statutory IFRS
measure.
Revenue (million)
£88.1m
Definition
Revenue is measured as the value, net of sales taxes, of goods sold and
services provided to customers.
Reason for choice
This is a key driver for the business, enabling us to track our progress in
driving growth.
Adjusted operating margin (%)
9.2%
Definition
Earnings before interest, tax, amortisation of acquired intangibles,
acquisition costs and other adjustments for one-off non-recurring items
divided by revenue.
Reason for choice
Adjusted operating profit margin provides a consistent year-on-year measure of
the trading performance of the Group's operations to enhance the quality of
the earnings.
Cash generated from operations (million)
£9.1m
Definition
Cash flow for operating activities excluding investing and financing
activities.
Reason for choice
This provides a measure of the cash generated by the Group's trading and
provides visibility of the cash impact of the working capital investment
decisions. It represents the cash that is generated to fund capital
expenditure, interest payments, tax and dividends.
Adjusted profit before tax (million)
£7.3m
Definition
Profit before taxation, amortisation of acquired intangibles,
acquisition-related costs and charges, share-based payments and other
adjustments for one-off non-recurring items.
Reason for choice
This measure is the critical metric that the operational management control
and influence delivering profit to drive the total return achieved for
shareholders.
Net debt (million)
£(3.9)m
Definition
Cash less borrowings, less deferred and contingent consideration obligations
excluding right-of-use lease obligations.
Reason for choice
The Group has financial covenants agreed with its lenders that are based on
this definition of net debt, making it a KPI monitored to ensure compliance.
Furthermore, net debt is used to monitor the Group's leverage position and
ensure the Group maintains an appropriate capital structure.
Book to bill ratio (rolling 12 months)
0.95
Definition
Last twelve months ("LTM") revenue divided by LTM order intake.
Reason for choice
Monitoring the book to bill ratio provides a metric to monitor growth in the
open orderbook and, therefore, the prospects for sustainable growth. While the
LTM basis does eliminate some of the short-term month-to-month volatility it
should not be monitored in isolation from the absolute revenue and open
orderbook as variations in bookings and billings will impact the ratio.
Profit before tax (million)
£6.1m
Definition
Profit before taxation.
Reason for choice
This measure is the critical statutory metric that the operational management
control and influence delivering profit to drive the total return achieved for
shareholders.
CHIEF FINANCIAL OFFICER'S REVIEW
Record organic revenue growth in the First Half reflects prudent semiconductor
strategy, strong customer demand and the delivery of £23.4m of product
fulfilling the NATO contracts announced in November 2022, driving continued
strong operating cash generation of £8.3m.
Revenue
The Group delivered revenue in the Period of £88.1m (H1 2022/23: £59.4m), up
48.3% on the prior period.
The impact of currency has been a revenue headwind of circa £1.0m with the
average USD rate for the Period being $1.26:£1 (H1 2022/23: $1.21:£1),
offset by the full year of Custom Power, which means like-for-like organic
revenue growth is in excess of 35%.
Gross margins
Underlying product margins in the First Half have been stable across the
Group, albeit as previously reported, the mix has been diluted by the NATO
billings. This results in the gross margins in the Period being £27.3m (H1
2022/23: £18.8m) with the margin percentage down 0.6ppt at 31.0% (H1 2022/23:
31.6%).
Overheads
The current year increase reflects a full six months of Custom Power overheads
(two months in H1 2022/23) in addition to increased employee costs reflecting
the impact of wage inflation combined with investments in talent made in the
second half of the prior year and the first half of this year.
In addition, we have incurred approximately £0.5m to date in relation to the
closure of AEC production lines where legacy end-of-life devices have been
migrated to modern technology solutions.
This results in sales, general and administrative expenses being up £6.1m at
£20.4m (H1 2022/23: £14.3m).
Operating margin
Adjusted performance metrics that provide clarity over the Group's performance
on an ongoing cash basis are consistent with previous periods and adjust for
the amortisation of acquisition intangibles, non-recurring tax credits,
acquisition fees and share option expenses.
The Group has seen an operational gearing benefit from the strong revenues,
mitigating the modest dilution of the gross margin as a result of the change
in mix, which means our operating margins continue to hold up well at 7.9% (H1
2022/23 7.5%). Adjusted operating margins 9.2% (H1 2022/23: 9.3%).
PBT
Adjusted profit before tax ("PBT") has increased to £7.3m up 38.8% (H1
2022/23: £5.2m). Profit before tax was £6.1m (H1 2022/23: £4.2m).
Tax
The year-on-year effective tax rate has increased to 25.6% (H1 2022/23:
20.2%). This is principally as a result of the UK corporate tax rate
increasing from 19% to 25%, combined with the increased size and profitability
of the Group, meaning we are now in the large company R&D tax credits
scheme. The benefits from the R&D tax credits are now reflected in
operating margins rather than the tax line.
PAT
Adjusted profit after tax ("PAT") has increased to £5.4m up 29.7% (H1
2022/23: £4.2m). Profit after tax was £4.5m (H1 2022/23: £3.3m).
EPS
A strong start to our financial year results in adjusted diluted earnings per
share ("EPS") at 46.8p (H1 2022/23: 45.3p) and with basic EPS of 39.7p (H1
2022/23: 37.2p).
Dividend
The Board is committed to maintaining a progressive dividend policy as part of
delivering growth in shareholder returns, albeit with the recent acquisitions
and the growth ambitions, dividends are expected to continue to be a smaller
component of total shareholder returns.
Given the strong trading performance in the First Half and prospects for the
full year, the Board has decided to declare an increase in the interim
dividend up 7.7% to 7p per share (H1 2022/23: 6.5p).
The interim dividend will be paid on 16 February 2024 to shareholders on the
register at the close of business on 26 January 2024. The shares will go
ex-dividend on 25 January 2024.
Cashflow
Operating cash
Operating cash generation in the First Half has been a key area of focus for
the management team. The inflow of cash from operating activities was £8.3m
(H1 2022/23 £0.5m) reflecting the impact of working proactively to manage
working capital, combined with a very strong period of trading, giving an
adjusted operating cash conversion of 102% (H1 2022/23: 9%).
Investing activities
Capex has maintained broadly in line with prior years at £1.3m reflecting
continued maintenance expenditure across the Group with the primary project in
the First Half being a refurbishment of the Crewkerne Power engineering and
sales offices, modernising the facility.
In the First Half we have settled the year-end deferred contingent
consideration liability of £5.5m in relation to Active Silicon and Custom
Power in full.
Financing activities
Underpinned by the strong cash generation during the First Half, we have seen
repayment of £0.6m of term loans and £1.4m of the Group's revolving credit
facility ("RCF").
The First Half saw the final dividend payment of £1.5m, which in the prior
year was paid in the Second Half.
Statement of financial position
Inventory
Inventory levels across the Group have started to reduce from year-end highs
of £33.2m to £27.7m (H1 2022/23: £24.9m). Last time builds arising from
discontinuing legacy products has resulted in a higher level of inventory at
the half year, which is expected to unwind through the Second Half and in the
early part of FY24/25.
Receivables
Receivables at the half year were £20.7m (H1 2022/23: £24.7m; FY22/23:
£19.7m) higher than the year-end, reflecting the strong billings in the First
Half and the impact of a number of pull-ins where we were able to secure stock
to fulfil customer demand.
Net assets
The strong trading performance has seen net assets increase from the year-end
of £58.0m to £61.8m (H1 2022/23: £60.5m). The foreign currency
translational impact recognised in reserves the First Half was £0.7m (H1
2022/23: £2.9m).
Net debt
We saw net debt reduce from £8.1m at year-end to £3.9m (H1 2022/23: £16.1m)
reflecting positive cash generation in the First Half.
The settlement of the year-end deferred contingent consideration liabilities
in full means that at Period-end net debt comprises cash with banks of £8.8m
and borrowings of £12.7m.
Statement of Directors' responsibilities
The Directors confirm that this condensed consolidated interim financial
information has been prepared in accordance with International Accounting
Standard 34, "Interim Financial Reporting", as set out in the basis of
preparation paragraph within the accounting policies, and that the interim
management report herein includes a fair review of the information required by
DTR 4.2.7 and DTR 4.2.8, namely:
• an indication of important events that have occurred during the
first six months, and their impact on the condensed consolidated interim
financial information, and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and
• material related party transactions in the first six months and
any material changes in the related party transactions described in the last
annual report.
Forward-looking statements
Certain statements in this Half-Year Report are forward-looking. Although the
Group believes that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these expectations
will prove to be correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. We undertake no obligation to
update any forward-looking statements whether arising as a result of new
information, future events or otherwise.
Peter James
Chief Financial Officer
5 December 2023
INTERIM CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023
Continuing operations Unaudited Unaudited Audited Year to
Six months to Six months to 31 Mar 23
30 Sept 23 30 Sept 22 £'000
£'000 £'000
Revenue 88,125 59,357 126,503
Cost of sales (60,830) (40,588) (86,829)
Gross profit 27,295 18,769 39,674
Sales, general and administration expenses (20,360) (14,296) (30,266)
Profit from operations 6,935 4,473 9,408
Finance costs (871) (291) (972)
Profit before taxation 6,064 4,182 8,436
Taxation expense (1,551) (843) (1,746)
Adjusted profit after taxation 5,396 4,160 8,553
Adjustments to profit (883) (821) (1,863)
Profit after taxation 4,513 3,339 6,690
Profit attributable to equity holders of the parent 4,502 3,343 6,693
Profit/(loss) attributable to non-controlling interests 11 (4) (3)
Other comprehensive (loss)/ income - FX on overseas operations 652 2,905 (869)
Other comprehensive (loss)/ income - taxation (65) - (94)
Adjusted total comprehensive income for the period 6,048 7,065 7,684
Adjustments to total comprehensive income (948) (821) (1,957)
Total comprehensive income for the period 5,100 6,244 5,727
Comprehensive income attributable to equity holders of the parent 5,089 6,248 5,730
Comprehensive income attributable to non-controlling interests 11 (4) (3)
Earnings per share (see Note 6)
Basic EPS from profit for the period 39.7p 37.2p 64.5p
Diluted EPS from profit for the period 39.1p 36.4p 63.1p
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023 (UNAUDITED)
Share Share premium Foreign exchange Capital redemption Shares held in Non- controlling Total equity
capital reserve reserve reserve Retained earnings treasury interests £'000
£'000 £'000 £'000 £'000 £'000 £'000 Total £'000
£'000
Balance at 31 March 2022 428 3,625 33 5 23,042 (57) 27,076 - 27,076
Issue of new shares 138 26,850 - - - - 26,988 - 26,988
Dividends - - - - - - - - -
Transactions with non-controlling interests - - - - - - - 50 50
Share-based payment credit - - - - 113 - 113 - 113
Transactions with owners in their capacity as owners 138 26,850 - - 113 - 27,101 50 27,151
Result for the period - - - - 3,343 - 3,343 (4) 3,339
Foreign exchange - - 2,905 - - - 2,905 - 2,905
Total comprehensive income - - 2,905 - 3,343 - 6,248 (4) 6,244
Balance at 30 September 2022 566 30,475 2,938 5 26,498 (57) 60,425 46 60,471
Issue of new shares 1 (1) - - - - - - -
Transfer of treasury shares to All Employee Share Plan - - - - (152) 152 - - -
Dividends - - - - (2,235) - (2,235) - (2,235)
Share-based payment credit - - - - 438 - 438 - 438
Transactions with owners in their capacity as owners 1 (1) - - (1,949) 152 (1,797) - (1,797)
Result for the period - - - - 3,350 - 3,350 1 3,351
Other comprehensive income - - - - (94) - (94) - (94)
Foreign exchange - - (3,774) - - - (3,774) - (3,774)
Total comprehensive income - - (3,774) - 3,256 - (518) 1 (517)
Purchase of treasury shares - - - - - (203) (203) - (203)
Balance at 31 March 2023 567 30,474 (836) 5 27,805 (108) 57,907 47 57,954
Dividends - - - - (1,529) - (1,529) - (1,529)
Share-based payment credit - - - - 243 - 243 - 243
Transactions with owners in their capacity as owners - - - - (1,286) - (1,286) - (1,286)
Result for the period - - - - 4,502 - 4,502 11 4,513
Other comprehensive income - - - - (65) - (65) - (65)
Foreign exchange - - 652 - - - 652 - 652
Total comprehensive income - - 652 - 4,437 - 5,089 11 5,100
Balance at 30 September 2023 567 30,474 (184) 5 30,956 (108) 61,710 58 61,768
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
Unaudited Unaudited Audited
as at as at as at
30 Sept 23 30 Sept 22 31 Mar 23
£'000 £'000 £'000
Assets
Non-current assets
Intangible assets 40,858 47,198 41,563
Property, plant and equipment 4,939 4,838 4,718
Right-of-use lease assets 1,792 2,652 1,981
Deferred tax asset 305 3,143 375
Total non-current assets 47,894 57,831 48,637
Current assets
Inventories 27,704 24,940 33,228
Trade and other receivables 20,656 24,711 19,699
Cash and cash equivalents - on deposit - 8,929 4,032
Cash and cash equivalents - available on demand 8,812 7,117 8,192
Total current assets 57,172 65,697 65,151
Total assets 105,066 123,528 113,788
Liabilities
Current liabilities
Trade and other payables (16,298) (17,040) (23,735)
Deferred and contingent consideration on acquisitions - current - (14,414) (5,679)
Current borrowings (1,351) (2,122) (1,279)
Contract liabilities (7,323) (5,209) (5,380)
Corporation tax liabilities (1,578) (1,312) (1,110)
Right of use lease liabilities (1,118) (1,338) (1,057)
Provisions - current (327) - (323)
Total current liabilities (27,995) (41,435) (38,563)
Non-current liabilities
Non-current borrowings (11,354) (15,628) (13,383)
Provisions (892) (717) (715)
Deferred tax liability (2,339) (3,867) (2,187)
Right-of-use lease liabilities (718) (1,410) (986)
Total non-current liabilities (15,303) (21,622) (17,271)
Total liabilities (43,298) (63,057) (55,834)
Total net assets 61,768 60,471 57,954
Share capital 567 566 567
Share premium reserve 30,474 30,475 30,474
Capital redemption reserve 5 5 5
Foreign exchange reserve (184) 2,938 (836)
Retained earnings 30,956 26,498 27,805
Shares held in treasury (108) (57) (108)
Capital and reserves attributable to equity holders of the parent 61,710 60,425 57,907
Non-controlling interests 58 46 47
Total equity 61,768 60,471 57,954
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023
Unaudited Unaudited Audited Year to
Six months to Six months to 31 Mar 23
30 Sept 23 30 Sept 22 £'000
£'000 £'000
Operating activities
Profit before taxation 6,064 4,182 8,436
Adjustments for:
Property, plant and equipment depreciation 782 458 1,159
Right-of-use asset depreciation 529 433 965
Amortisation 1,370 922 2,035
Profit on disposal of property, plant and equipment - (19) (45)
Impairment of property, plant and equipment 246 - -
Share-based payment expense 243 113 551
Finance costs 871 291 972
Recognition of increase in deferred contingent consideration - - (326)
Profit from operations before changes in working capital and provisions 10,105 6,380 13,747
Decrease/(Increase) in inventories 5,600 (3,370) (12,457)
(Increase)/Decrease in trade and other receivables (887) (2,736) 1,767
(Decrease)/Increase in trade and other payables (5,709) 305 6,380
Cash generated from operations 9,109 579 9,437
Income taxes paid (858) (79) (573)
Income taxes recovered - - 184
Net cash flows from operating activities 8,251 500 9,048
Investing activities
Purchase of property, plant and equipment (1,040) (730) (1,145)
Capitalised own costs and purchase of intangible assets (252) (183) (1,197)
Proceeds from sale of property, plant and equipment 5 47 153
Payments for acquisition of subsidiaries net of cash acquired - (24,531) (28,662)
Settlement of deferred consideration in respect of prior year acquisitions (5,535) (4,625) (4,625)
Net cash flows from investing activities (6,822) (30,022) (35,476)
Financing activities
Issue of ordinary shares - 26,988 26,988
Repurchase of ordinary shares into treasury - - (203)
Borrowings drawn - 14,505 15,872
Borrowings repaid (2,036) (156) (2,772)
Payment obligations for right-of-use assets (609) (458) (1,093)
Interest paid (726) (270) (865)
Dividends paid to equity shareholders (1,529) - (2,235)
Transactions with non-controlling interests - 50 50
Net cash flows from financing activities (4,900) 40,659 35,742
(Decrease)/Increase in cash and cash equivalents (3,471) 11,137 9,314
Unaudited Unaudited Audited
as at as at as at
30 Sept 23 30 Sept 22 31 Mar 23
£'000 £'000 £'000
Translational foreign exchange on opening cash 59 83 (14)
Net (decrease)/increase in cash and cash equivalents (3,471) 11,137 9,314
Net cash and cash equivalents brought forward 12,224 2,924 2,924
Net cash and cash equivalents carried forward 8,812 14,144 12,224
Unaudited Unaudited Audited
as at as at as at
30 Sept 23 30 Sept 22 31 Mar 23
£'000 £'000 £'000
Represented by:
Cash and cash equivalents - available on demand 8,812 7,117 8,192
Cash and cash equivalents - on deposit - 8,929 4,032
Cash and cash equivalents - overdraft facility - (1,902) -
Net cash and cash equivalents 8,812 14,144 12,224
NOTES TO THE INTERIM REPORT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023
1. Basis of preparation of interim financial information
General information
Solid State PLC (the "Company") is a public company incorporated, domiciled
and registered in England and Wales in the United Kingdom. The registered
number is 00771335 and the registered address is: 2 Ravensbank Business Park,
Hedera Road, Redditch B98 9EY.
The interim financial statements are unaudited and do not constitute statutory
accounts within the meaning of section 434 of the Companies Act 2006.
Statutory accounts for the year ended 31 March 2023, prepared in accordance
with UK-adopted International Accounting Standards, have been filed with the
Registrar of Companies. The Auditor's Report on these accounts was
unqualified, did not include any matters to which the auditors drew attention
by way of emphasis without qualifying their report and did not contain any
statements under section 498 of the Companies Act 2006.
Basis of preparation
These condensed interim financial statements for the six months ended 30
September 2023 have been prepared in accordance with IAS 34, "Interim
financial reporting", as contained in UK-adopted International Accounting
Standards.
The condensed interim financial statements should be read in conjunction with
the annual financial statements for the year ended 31 March 2023, which have
been prepared in accordance with UK-adopted International Accounting
Standards.
The consolidated interim financial statements have been prepared in accordance
with the recognition and measurement principles of UK-adopted International
Accounting Standards expected to be effective for the year ending 31 March
2024.
Going concern
In assessing going concern, the Directors gave careful consideration of the
potential impact of the principal risks and uncertainties that the business
faces, including direct and indirect supply chain disruption risks in addition
to inflation on the cash flows and liquidity of the Group over the next
18-month period.
We have seen customers maintaining strong order cover to help to manage global
electronics supply chain issues. The most significant impact on the Group's
future performance is the potential for an unwinding of customer stock
holdings as the uncertainty arising from the extended electronic component
lead times improves and there is a need to manage working capital and cash
more tightly. Management has taken all possible actions to minimise and
mitigate the potential impact of this unwind; however, there is potential for
some rescheduling of demand/destocking in the second half of FY23/24 and,
potentially, into FY24/25. While the actions do not mitigate the risk fully,
it still positions the Group to manage the impact as effectively as possible
(as demonstrated historically over the last two trading years).
In assessing going concern for the period ended 30 September 2023, the
financial modelling applied various sensitivity scenarios to a base case to 31
March 2025, which was prepared based on an extension of the budget for
FY23/24.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for at least the next 12
months, therefore, it is appropriate to adopt a going concern basis for the
preparation of the interim financial information. Accordingly, this interim
financial information does not include any adjustments to the carrying amount
or classification of assets and liabilities that would result if the Group and
Company were unable to continue as a going concern.
2. Accounting policies
The accounting policies are unchanged from the financial statements for the
year ended 31 March 2023, other than as noted below.
Financial instruments
The carrying value of cash, trade and other receivables, other equity
instruments, trade and other payables, and borrowings also represent their
estimated fair values.
All the Group's financial instruments, as disclosed, are considered to fall
under Level 1, except for deferred contingent consideration due on
acquisitions that are classified as Level 3 instruments. The contingent
consideration in relation to Custom Power's last 12-month revenue threshold
within the18-month period post acquisition remains assessed at £Nil value
based on the discounted future forecasts prepared, as described in Note 1.
Additional disclosure of the basis of measurement and policies in respect of
financial instruments are described on pages 108 to 113 of our 31 March 2023
Annual Report and remain unchanged at 30 September 2023.
Estimates
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities,
income, and expense. Actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those that applied
to the consolidated financial statements for the year ended 31 March 2023.
Recent accounting developments
The accounting policies adopted are consistent with those of the previous
financial year, and in preparing the interim financial statements, there were
no standards, amendments or interpretations applied for the first time that
had a material impact for the Group.
3. Principal risks and uncertainties
The principal risks and uncertainties impacting the Group are described on
pages 46 to 48 of our 31 March 2023 Annual Report and remain unchanged at 30
September 2023. The exception is that acquisition risk is now low as no new
companies have been acquired in the last 12 months.
They include: acquisitions, legislative environment and compliance,
competition, product/technology change, supply chain interruption and cost
inflation, retention of key employees, failure of, or malicious damage to, IT
systems, natural disasters, and forecasting and financial liquidity.
4. Segmental information
Unaudited Unaudited Audited Year to
Six months to Six months to 31 Mar 23
30 Sept 23 30 Sept 22 £'000
£'000 £'000
Revenue
Systems 56,732 24,013 57,517
Components 31,393 35,344 68,986
Group revenue 88,125 59,357 126,503
5. Adjusted profit measures
Unaudited Unaudited Audited
Six months to Six months to Year to
30 Sept 23 30 Sept 22 31 Mar 23
£'000 £'000 £'000
Acquisition fair value adjustments within cost of sales - 90 88
Acquisition fair value adjustments and reorganisation costs - 178 304
Decrease in deferred contingent consideration of Active Silicon - - (326)
Amortisation of acquisition intangibles 910 661 1,602
Share-based payments 243 114 551
Imputed interest on deferred consideration unwind 34 - 136
Taxation effect (304) (222) (492)
Movement of deferred tax assets in other comprehensive income 65 - 94
Total adjustments to other comprehensive income 948 821 1,957
Gross profit 27,295 18,769 39,674
Adjusted gross profit 27,295 18,859 39,762
Operating profit 6,935 4,473 9,408
Adjusted operating profit 8,088 5,516 11,627
Operating profit margin percentage 7.9% 7.5% 7.4%
Adjusted operating profit margin percentage 9.2% 9.3% 9.2%
Profit before tax 6,064 4,182 8,436
Adjusted profit before tax 7,251 5,225 10,791
Profit after tax 4,513 3,339 6,690
Adjusted profit after tax 5,396 4,160 8,553
Other comprehensive income 5,100 6,244 5,727
Adjusted other comprehensive income 6,048 7,065 7,684
6. Earnings per share
The earnings per share is based on the following:
Unaudited Unaudited Audited Year to
Six months to Six months to 31 Mar 23
30 Sept 23 30 Sept 22 £'000
£'000 £'000
Adjusted earnings post tax attributable to equity holders of the parent 5,385(1) 4,164(2) 8,556(3)
Earnings post tax attributable to equity holders of the parent 4,502 3,343 6,693
Weighted average number of shares 11,327,000 8,998,193 10,374,314
Diluted weighted average number of shares 11,516,279 9,193,936 10,604,768
EPS
Basic EPS from profit for the period 39.7p 37.2p 64.5p
Diluted EPS from profit for the period 39.1p 36.4p 63.1p
Adjusted EPS
Adjusted basic EPS from profit for the period 47.5p 46.3p 82.5p
Adjusted diluted EPS from profit for the period 46.8p 45.3p 80.7p
(1) Calculated as Adjusted profit after taxation (£5,396k) excluding
non-controlling interest profit (£11k)
(2) Calculated as Adjusted profit after taxation (£4,160k) excluding
non-controlling interest loss (£(4)k)
(3) Calculated as Adjusted profit after taxation (£8,553k) excluding
non-controlling interest loss (£(3)k)
7. Dividends
Dividends paid during the period from 1 April 2022 to 30 September 2023 were
as follows:
5 October 2022 Final dividend year ended 31 March 2022 13.25p per share
16 February 2023 Interim dividend year ended 31 March 2023 6.5p per share
29 September 2023 Final dividend year ended 31 March 2023 13.5p per share
The Directors are intending to pay an interim dividend for the year ending 31
March 2024 on 16 February 2024 of 7.0p per share. This dividend has not been
accrued at 30 September 2023.
8. Share capital
Unaudited Unaudited Audited
Six months as at Six months as at Year
30 Sept 23 30 Sept 22 as at
31 Mar 23
Allotted issued and fully paid
Number of ordinary 5p shares 11,346,394 11,322,394 11,346,394
Unaudited Unaudited Audited
Six months as at Six months as at Year
30 Sept 23 30 Sept 22 as at
£'000 £'000 31 Mar 23
£'000
Allotted issued and fully paid
Ordinary 5p shares 567 566 567
The ordinary shares carry no right to fixed income, the holders are entitled
to receive dividends as declared, and are entitled to one vote per share at
shareholder meetings.
Full details of movements in reserves are set out in the consolidated
statement of changes in equity on page 10.
The following describes the nature and purpose of each reserve within owners'
equity.
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value.
Capital redemption Amounts transferred from share capital on redemption of issued shares.
Retained earnings Cumulative net gains and losses recognised in the consolidated statement of
comprehensive income.
Shares held in treasury Shares held by the Group for future staff share plan awards.
Foreign exchange Foreign exchange translation differences arising from the translation of the
financial statements of foreign operations.
Non-controlling interest Equity attributable to non-controlling shareholders.
9. Non-current assets
Unaudited Unaudited Audited
Six months as at Six months as at Year
30 Sept 23 30 Sept 22 as at
£'000 £'000 31 Mar 23
£'000
Goodwill 30,051 34,554 29,726
Acquisition intangibles 9,699 12,152 10,523
Research and development 479 125 682
Software 629 367 632
Intangible assets 40,858 47,198 41,563
Property plant and equipment 4,939 4,838 4,718
Right-of-use assets 1,792 2,652 1,981
Deferred tax asset 305 3,143 375
Total non-current assets 47,894 57,831 48,637
10. Net debt
Unaudited Unaudited Audited
Six months as at Six months as at Year
30 Sept 23 30 Sept 22 as at
£'000 £'000 31 Mar 23
£'000
Cash and cash equivalents - overdraft - (1,902) -
Bank borrowing due within one year (1,351) (220) (1,279)
Bank borrowing due after one year (11,354) (15,628) (13,383)
Total borrowings (12,705) (17,750) (14,662)
Deferred consideration on acquisitions within one year - (14,414) (5,679)
Cash and cash equivalents - on deposit - 8,929 4,032
Cash and cash equivalents - on demand 8,812 7,117 8,192
Net debt (3,893) (16,118) (8,117)
The Group initially drew down two £6.5m term loans totalling £13.0m. The
first tranche is interest only and committed for three years from the 5 August
2022, and the second tranche is repayable over five years with quarterly
repayments. Both tranches bear variable interest based on a margin over base
rate.
The cash on deposit was utilised in the Period to fully settle the deferred
consideration on the Custom Power acquisition. The remaining Active Silicon
consideration was also fully settled.
The Group has retained its £7.5m revolving credit facility, which is
committed to November 2024 and bears variable interest based on a margin over
base rate.
Lease liabilities are excluded from the Group's definition of net debt and a
separate roll-forward of lease liabilities will be presented in the full-year
report to the year ending 31 March 2024.
11. Related party transactions
Consistent with the year ended 31 March 2023, the ongoing related party
transactions in the Period were those with the trading companies that are used
by the Non-Executive Directors for their consultancy services. These
transactions are disclosed in the Remuneration Report in the Annual Report to
the 31 March 2023, and will be updated in the full-year report to the year
ending 31 March 2024.
eTech Developments Limited ("eTech") made sales to the Group totalling £241k
and purchases from the Group totalling £36k. As at 30 September 2023, £200k
is owed to the Group from eTech and £8k is owed from eTech to the Group.
There are no other material related party transactions.
12. Post balance sheet events
Post Period-end, 3,500 new shares of 5p each were issued due to an employee
share option exercise.
The UK-based Components Division launched new branding to trade as "Solsta".
The statement will be available to download on the Company's website:
www.solidstateplc.com (www.solidstateplc.com) .
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