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REG - Somero Enterprises - Final Results

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RNS Number : 0954A  Somero Enterprises Inc.  10 March 2025

11 March 2025

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the company's obligations under Article 17 of
MAR.

 

Somero Enterprises, Inc.

("Somero" or "the Company")

 

Final Results

 

Solid trading in H2 driven by revenue from new products

and improved weather conditions

 

Somero Enterprises, Inc. reports its annual results for the twelve months
ended 31 December 2024.

 

                                                                                                                          FY24    FY23    % Change
                                                                                                                          (US$)   (US$)
 Revenue                                                                                                                  109.2m  120.7m  -9.5%
 Adjusted EBITDA((1,2))                                                                                                   27.7m   36.5m   -24.1%
 Adjusted EBITDA margin((1,2))                                                                                            25%     30%     -500 bps
 Profit before tax                                                                                                        23.8m   33.2m   -28.3%
 Adjusted net income((1,3))                                                                                               18.6m   25.7m   -27.8 %
 Diluted adjusted net income per share((1,3))                                                                             0.33    0.47    -28.3%
 Cash flow from operations                                                                                                17.6m   24.4m   -27.9%
 Net cash((4))                                                                                                            29.5m   33.3m   -11.4%
 Ordinary dividend per share                                                                                              16.9c   23.19c  -27.1%
 Supplemental dividend per share                                                                                          4.1c    7.4c    -44.6%

 

Financial Highlights

 ·             Strong end to 2024 as anticipated with trading performance for 2024 as a whole
               in line with revised market expectations
               ·                                         North America H2 revenue up on H1 as anticipated, driven by improved weather
                                                         and uptake of new products
               ·                                         Trading in Europe was comparable to prior year, Australia reported a revenue
                                                         decline of 33% and ROW declined to US$ 5.8m (2023: US$ 7.3m)
               ·                                         New products launched in 2024 contributed approximately US$ 7.6m revenue
 ·             Profitability impacted by lower revenues, but operational efficiencies enabled
               EBITDA margins, excluding non-recurring separation related expenses of 27%
               (2023: 30%)
 ·             Change in cash flow consistent with change in profitability, partly offset by
               improved working capital
 ·             Strong return to shareholders
               ·                                         Paid US$ 15.8m in dividends (2023: US$ 19.8m)
               ·                                         US$ 2.6m share buy-back (2023: US$ 1.4m)

 

Operational Highlights

 ·             Launched three new products including Somero's first electric-powered laser
               screed
 ·             Established new service, repair, and training center in Belgium to serve
               customers in the European Union more efficiently
 ·             Initiated CEO succession process and engaged an executive search firm to
               identify candidates

 

Post-Period Highlights

 ·             Non-residential construction remains healthy with customers reporting
               improving activity levels and project backlogs
 ·             Strong product and innovation pipeline with additional launches planned for
               2025 including the Company's first electric Boomed screed, a new Ride-on
               screed, and a next generation Boomed screed
 ·             Launched a virtual reality simulation training program for the S-22EZ Boomed
               screed and a mobile phone app in January 2025
 ·             Declared an 8.9 US cents per share final 2024 ordinary dividend and a 4.1 US
               cents per share supplemental dividend, which combined with the interim 2024
               ordinary dividend, totals US$ 11.4m
 ·             Authorized a new share buyback program of an aggregate value of up to US$ 2m
               to offset dilution from on-going equity award programs, with completion of the
               share buyback program expected by the end of 2025

Notes:

1. The Company uses non-US GAAP financial measures to provide supplemental
information regarding the Company's operating performance. See further
information regarding non-GAAP measures below.

2. Adjusted EBITDA as used herein is a calculation of the Company's net income
plus tax provision, interest expense, interest income, foreign exchange gain
(loss), other income (expense), depreciation, amortization, stock-based
compensation and non-cash lease expense.

3. Adjusted net income as used herein is a calculation of net income plus
amortization of intangibles and excluding the tax impact of stock option and
RSU settlements and other special items.

4. Net cash is defined as cash and cash equivalents less borrowings under bank
obligations exclusive of deferred financing costs.

 

Jack Cooney, CEO of Somero, said:

"Finishing the year strongly despite ongoing macroeconomic headwinds is a
significant achievement and testament to the hard work and dedication of our
team members.

"As an important part of our growth strategy, the launch of three
well-received new products in the year was particularly gratifying. These
machines have not only expanded our product offering but have also improved
quality and productivity for our customers, reinforcing our position as
industry leaders. Our pipeline of products and innovations remains robust,
standing us in good stead for the future.

"At the same time, we have continued to strengthen our global infrastructure
to facilitate sustainable long-term growth. The new Belgium service center is
a key milestone, enhancing our European presence, improving customer service
and expanding our reach in the region. Early feedback has been excellent and
we are already seeing increased engagement and new business opportunities as a
result.

"Looking ahead to 2025, we expect challenging market conditions to continue to
some extent, but our track record of resilience and continued progress through
cycles positions us well. We remain confident in the Company's long-term
growth potential

 

Final Results Investor Presentation

 

As part of its engagement with investors, management will host a live virtual
presentation and Q&A on 19 March 2025 at 17:00 GMT.

 

To register to attend, please use the following link:
www.investormeetcompany.com/somero-enterprise-inc/register-investor
(http://www.investormeetcompany.com/somero-enterprise-inc/register-investor)

 

Questions can be submitted pre-event via the Investor Meet Company platform up
until 9am the day before the meeting or at any time during the live
presentation. A recording will be made available following the conclusion of
the presentation.

 

For further information, please contact:

 Somero Enterprises,                                                                                                                                              www.somero.com (http://www.somero.com)
 Inc.
 Jack Cooney, CEO                                                                                                                                                 +1 239 210 6500
 Enzo LiCausi, CFO
 Howard Hohmann, EVP Sales

 Cavendish Capital Markets Ltd (NOMAD and Broker)                                                                                                                 +44 (0)20 7220 0500
 Matt Goode/Seamus Fricker/Trisyia Jamaludin (Corporate Finance)
 Tim Redfern/Harriet Ward (ECM)

 Alma (Financial Communications Advisor)                                                                                                                          somero@almastrategic.com (mailto:somero@almastrategic.com)
 David Ison                                                                                                                                                       +44 (0)20 3405 0205
 Rebecca Sanders-Hewett
 Will Merison

 

Notes to Editors

 

Somero Enterprises provides industry-leading concrete-levelling equipment,
training, education and support to customers in over 90 countries. The
Company's cutting-edge technology allows its customers to install high-quality
horizontal concrete floors faster, flatter and with fewer people. Somero(®)
equipment that incorporates laser-technology and wide-placement methods is
used to place and screed the concrete slab in all building types and has been
specified for use in a wide range of commercial construction projects for
numerous global blue-chip companies.

 

Somero pioneered the Laser Screed® market in 1986 and has maintained its
market-leading position by continuing to focus on bringing new products to
market and developing patent-protected proprietary designs. In addition to its
products, Somero offers customers unparalleled global service, technical
support, training and education, reflecting the Company's emphasis on helping
its customers achieve their business and profitability goals, a key
differentiator to its peers.

 

For more information, visit www.somero.com (http://www.somero.com)

Chairman's and Chief Executive Officer's Statement

Overview

The Board is pleased with a strong finish to the year, as anticipated after a
challenging H1. The uptake of new products that were launched in 2024
collectively contributed approximately US$ 7.6m in revenue which, alongside
the moderation of the inclement weather in North America, meant that group
revenues totaled US$ 109.2m (2023: US$120.7m). The 9.5% decline was driven
mostly by trading decline in North America and Australia in H1, with an
improvement seen in H2. Notwithstanding this improvement, persistent factors
outside of Somero's control continue to impact the pace of trading in North
America.

 

Leveraging the Company's flexible cost structure, which enabled it to quickly
adjust headcount and expenditures to the changing circumstances to sustain
profitability, 2024 gross margin was 53.9% (2023: 55.8%) and adjusted EBITDA
margin was 25.3% (2023: 30.2%). Net income of US$ 18.6m (2023: US$ 27.9m)
converted to operating cash flow of US$ 17.6m in 2024 (2023: US$ 24.4m),
reflecting healthy profitability and improved working capital management over
2023. The 2024 operating cash flow funded US$ 15.8m in dividend payments and
US$ 2.6m in share buyback. December 31, 2024 net cash totaled US$ 29.5m (2023:
US$ 33.3m). Excluding separation-related expenses, the Company's final 2024
results were broadly in line with market expectations.

 

Region and Product Reviews

North America

2024 North American sales declined 7.0% from 2023 to US$ 82.2m mostly driven
by lower sales of Boomed screeds. While the underlying non-residential
construction market remains well supported by onshoring of manufacturing,
electric vehicle and battery plants, and chip manufacturing, which provide
long-term demand for our products, customers are not operating at full
capacity due to project start delays and pauses caused by elevated interest
rates, labor shortages and concrete rationing, as reported in the 30 July 2024
Trading Update. The long-standing shortage of skilled labor necessitates
automation, and work productivity continues to drive demand for our products
in the territory. Our US customers report good activity levels and healthy
project backlogs, and there was an improvement in trading conditions over
H1.

Europe

Europe, one of our target international markets where we see opportunity for
future growth, reported relatively comparable year-on-year sales of US$ 14.6m
in 2024 (2023: US$ 15.1m). In a market where demand for environmentally
friendly products is strong, the introduction of Somero's first electric
screed, the S-940e, has been particularly well received.

Australia

Australia reported a revenue decline of 33.6% to US$ 6.6m against a record
high in 2023 (2023: US$ 9.9m).  The transition from a dealer model to direct
sales alongside the addition of key sales and support personnel facilitated
the rapid expansion of our in-country product range from 2020 onwards. There
was a strong initial uptake, contributing to the exceptional growth seen in
recent years. While we anticipate the long-term growth rate in Australia to
normalize to more sustainable levels, with the non-residential construction
market remaining healthy, there remains opportunity to further deepen market
penetration in the region.

Rest of World

Our Rest of World region, which includes Latin America, India, the Middle
East, Southeast Asia, Korea and China, reported a revenue decline of 21% to
US$ 5.8m (2023: US$ 7.3m). The main contributors to 2024 revenues were Latin
America and India, which reported respective sales of US$ 2.5m (2023: US$
2.7m) and US$ 2.0m (2023: US$ 2.0m). The decline in revenue in the Rest of
World region was primarily because of volume reduction relating to the
divestment of direct operations in China and a lower contribution from the
Middle East. Given the relatively small base of business in each region,
trading will fluctuate from period to period.

End markets and competitive position

Over the course of 30+ years, the Company has sold its products into over 90
countries. The Group's key end markets from largest to smallest are North
America, Europe, Australia and Rest of World (ROW), which is comprised of
Latin America, India, Southeast Asia, Middle East and Korea. Data regarding
market sizes is not available.

Historically, the global competitive landscape has not changed materially
year-over-year. With the growth of economies and non-residential construction,
along with the maturation of the laser screeding industry, market participants
have also evolved. Competitors have been in the market since the beginning of
Somero's journey, particularly in Europe. The Company is aware of one domestic
competitor active in the US and a handful in Europe. Based on limited
information from field activity and customer input, we believe that the
competitors' laser screeding businesses are relatively small compared to
Somero.  Therefore, the Board anecdotally estimates that Somero has over 80%
market share.

In 2024, there was an uptick in competitive activity in the European market,
which represents 13% of Somero's total revenue, including increased presence
from a Chinese manufacturer. As of late, the topic of tariffs has become more
acute and could have an impact on imports from China. It is uncertain whether
the overall heightened competitive activity is attributable to the natural
cycle of market participants or something more secular. The Company remains
steadfast in expanding and strengthening its market presence through efforts
to spread awareness of quality, performance, and productivity, which are
underscored by the Company's value proposition.

We focus on fortifying our value proposition predicated on in-house expertise,
commitment to innovation, and customer support capabilities, which have and
will continue to enable the Company to stay ahead of the market. Having been
founded by a concrete contractor and inventing the laser screed in 1986,
Somero is an organization committed to its customers' success and constant
innovation. This mission has resulted in unparallel customer support and
industry expertise, which is critical in a high-risk industry. With a customer
base comprised of numerous small concrete contractors, the result of a
poor-quality floor could be catastrophic for their businesses. Therefore, the
backing of the industry leader resonates deeply with customers. From its
infancy, the Company has upheld a leadership role in advancing the laser
screeding industry and continues to actively participate prominently in
concrete construction associations such as  the America Society of Concrete
Contractors (ASCC) and the American Concrete institute (ACI), as well as a
number of associations in Europe. Furthermore, since the original laser
screed, the Company's product portfolio has grown to 20+ new products and
product innovations and over 120 patents and patent applications. As such, we
believe that Somero is well positioned to maintain its dominant market
position.

Products

Demand for our product categories is influenced by the type and size of
projects and applications, which are ultimately driven by the end-user's
requirements. For example, large Boomed screeds are ideal for expansive, large
footprint projects like warehouses, medical facilities and manufacturing
facilities, while Ride-on screeds are better suited to smaller footprint
projects. Different applications also drive demand for other equipment such as
exterior applications driving demand for the 3D Profiler Systems and the
Somero Broom+CureTM. As these variables shift, our product mix fluctuates
accordingly.

2024 Boomed screed sales decreased to US$ 43.1m from the US$ 53.9m reported in
2023, attributed to the external factors in the US noted above. Nonetheless,
there continues to be healthy demand for large Boomed screeds driven by
onshoring efforts, electric vehicle battery plants and US legislation
including the CHIPS Act, a statute providing roughly US$ 280 billion in new
funding to boost domestic research and manufacturing of semiconductors in the
United States. 2024 sales of ride-on screeds were consistent with the prior
year totaling US$ 20.3m (2023: US$ 20.4m), while sales of 3D Profiler Systems
and remanufactured machines increased 4% and 12%, respectively, compared to
2023.

Within the other revenue category, revenue from parts and service declined to
US$ 19.1m from US$ 20.5m reported in 2023, with most of the decline in North
America, Australia, and China, commensurate with the overall volume declines
in those regions. Parts and services revenue in Europe remained comparable to
prior year supported by the addition of the Belgium service center, which
became fully operational at the end of H1 2024. The center enhances the
Company's ability to serve customers in the region and meet the demand for
local machine repair and servicing, strengthening customer satisfaction and
positioning us to capture more business in the region. Customer feedback on
the Belgium service center has been overwhelmingly positive.

With the introduction of new and innovative products, a key component of the
Group's growth strategy, the Board is pleased with the meaningful collective
revenue contribution from new products introduced in 2024 including the
S-940e, an electric version of the Company's popular S-940 ride-on machine,
the SRS-6s, a new product filling a product-line market application gap, and
the STS-11HC high capacity spreader, which launched at the end of 2024.

The Company continues to advance a pipeline of ideas for new products and
innovations that address customer pain points, including the journey toward
electrification and exploring and implementing new technological advancements
that will enhance our current and future offerings.

Sales of the SkyScreed® 36 were US$ 0.7m in 2024 compared to none in 2023.
The SkyScreed® 36 is supported by a strong value proposition that delivers
meaningful value to customers, addressing an entirely new market segment and
customer base. As with any new invention, the SkyScreed® 36 is a highly
disruptive solution that significantly changes long-established jobsite work
practices and workflows. We remain confident that the long-term opportunity in
the high-rise structural market far exceeds reported 2024 revenue for the
Company, but understand as with all disruptive technology, gaining broad
market acceptance will be a gradual process and trading will be volatile.

We remain committed to investing significant time and resources into direct
customer engagement to cultivate a pipeline of solutions that address pain
points. These initiatives will drive the launch of new products and next
generation machines in 2025.

The first of these, the SRS-4e, an electric version of the Company's popular
SRS-4 Boomed screed, launched in January 2025, continues the long journey
toward electrification. The second product, expected to launch in H1 2025,
further demonstrates Somero's commitment to expanding its addressable market
offering a value proposition targeted at a new and broad customer segment. The
Company also intends to launch a next generation version of one of its legacy
Boomed screeds in H2 2025.

Research and development is not only focused on advancing our current and
future product offerings through new technologies but also on enhancing the
overall customer experience. In January 2025, the Company launched a virtual
reality simulation training program for the S-22EZ complete with mobile phone
app. This will enable customers to engage in active training remotely, saving
time and expense.

Cashflow and Balance Sheet

Somero reported operating cash flow in 2024 of US$ 17.6m, a strong result
nonetheless driven by healthy profit margins and improved working capital
investment, albeit down from US$ 24.4m reported in 2023 primarily due to lower
profitability. We made significant progress in reducing excess safety stock,
initially built up to mitigate supply chain shortages, though this was partly
offset by inventory related to new products. We will continue to drive to work
down excess safety stock in 2025.

The Company spent US$ 2.4m in 2024 on capital expenditures (2023: US$ 1.7m),
relating to office renovations at the Michigan, USA facility, on-going product
software programs, and other activities in the ordinary course of business.
With the goal of continuously enhancing productivity and customer engagement,
the Company intends to continue to make investments in technological solutions
in 2025 within operations, customer training, and marketing, including the
aforementioned virtual reality simulation training program and mobile phone
app launched in January 2025. The Company also paid dividends in 2024 totaling
US$ 15.8m (2023: US$ 19.8m), reflecting the Company's ongoing commitment to
disciplined return of cash to shareholders, and repurchased US$ 2.6m in common
stock under the Company's share buyback program (2023: US$ 1.4m).

The Company ended 2024 with US$ 29.5m in net cash, slightly down from the US$
33.3m reported in 2023 reflecting lower net income, offset by lower working
capital investment and lower dividend payments, but still providing a secure
financial position with a December 31, 2024 net cash balance that comfortably
exceeds the Board approved minimum year-end cash reserve of US$ 25.0m.

Dividend and share buyback program

Based on the results of 2024, our secure financial position, and outlook for
2025, we are pleased to report that the Board has declared a final 2024
ordinary dividend of US$ 0.0890 per share, calculated based on the Board
approved payout ratio of 50% of adjusted net income, and after reviewing
anticipated future cash requirements for the business, the Board has also
declared a supplemental dividend of US$ 0.0409 per share, calculated as a 50%
distribution of December 31, 2024 cash that exceeds the Board approved
year-end US$ 25.0m minimum net cash reserve. The final 2024 ordinary dividend
when combined with the US$ 0.08 per share interim dividend paid in October
2024, results in a total 2024 ordinary dividend of US$ 0.1690, a 27.1%
decrease from the US$ 0.2319 per share 2023 ordinary dividend. Both the final
2024 ordinary dividend and the 2024 supplemental dividend will be payable on
May 9, 2025, to shareholders on the register at April 11, 2025. The common
stock ex-dividend date is April 10, 2025.

In 2024, the Company repurchased a total of 608,918 shares of common stock
under the Company's share buyback program put in place to offset dilution from
on-going equity award programs (2023: 373,635). Under the buyback program, the
maximum price paid per common share is to be no more than the higher of 105%
of the average middle market closing price of common share for the five
business days preceding the date of any share buyback, the price of the last
independent trade and the highest current independent purchase bid. It is
intended that any shares repurchased will be immediately cancelled and the
Company will make further announcements to the market as and when share
purchases are made.

The Board has approved a 2025 share buyback program, pursuant to which, the
Board intends to carry out a buyback US$ 2.0m of common shares in order to
mitigate future dilution resulting from share issuances under the Company's
equity award programs. The Company expects to complete the program by the end
of 2025.

Our People

We thank our global team for their hard work in 2024. Their ability to adapt
to changing conditions while maintaining high standards for our customers is a
key strength. The Board and management remain committed to providing a
workplace where employees feel valued and have opportunities to grow.

Environmental, Social and Governance

The Board actively monitors environmental, social, and governance (ESG)
factors. These issues are carefully considered to ensure that Somero
effectively balances shareholder expectations with the broader concerns of key
stakeholders, supporting the company's long-term sustainability. A primary
material topic is the environmental impact of our business, including the use
of our equipment in the construction process. The collective results of two
environmental studies conducted by Colorado State University and Middle
Tennessee State University concluded that the use of our laser screed machines
in non-residential construction provides a number of environmental benefits,
including a reduction in required concrete used in slab-on-grade projects that
in turn reduces carbon emissions during construction that would otherwise
occur from the use of alternative manual methods, which quantified in the
phase two study to be approximately 3%.

As noted above, the Company has now introduced two electric machines, marking
steps toward electrification. The Board remains committed to advancing this
transition in line with customer demand.

We remain dedicated to strengthening both customer and employee training,
ensuring that our teams and clients have the knowledge and skills to maximize
efficiency and performance. Beyond our own organization, we actively support
industry-wide development by engaging with key trade groups, sponsoring
initiatives, and contributing to discussions on critical areas such as safety,
education, and best practices. Finally, the Board remains committed to
maintaining a diverse and independent composition, bringing together a wide
range of expertise, perspectives, and backgrounds to support effective
governance and decision-making.

Conclusion and Outlook

Despite a challenging environment, our employees' skill, commitment, and
resilience meant we made a great deal of progress in 2024, with an increase in
momentum in H2. The Company reported trading and profitability, excluding
separation-related expenses, in line with revised market expectations,
improved working capital investment, paid US$15.8m in dividends to
shareholders, launched three new products that contributed meaningfully to
revenue, fortified customer support in Europe with the addition of the Belgium
service center, and completed product development activities to set forth
additional new product launches in 2025.

Looking forward, the Board expects US non-residential construction to remain
healthy in general, supported by customers reporting strong bidding levels and
backlogs, continued contribution from Europe and Australia, and multiple new
product launches. Conversely, recent developments in international trade and
geopolitical relations, immigration policy, coupled with an on-going
restrictive monetary environment, pose uncertainties in the marketplace.

With the Board's vision of long-term growth from new products and deeper
international penetration, it has committed to continue making targeted
investments to add resources to drive long-term growth. With the planned
addition of customer-facing strategic resources in 2025, we expect a modest
increase in operating costs that is within our traditionally targeted US$ 2.0m
incremental investment.

The Board anticipates the delivery of solid revenues, profits and cash flows
to shareholders in 2025, underpinned by a strong balance sheet with no
outstanding debt and full availability of its US$ 25.0m credit facility. The
strength of the non-residential construction markets in the US, Europe and
Australia, while being cognizant of macro considerations form the foundation
of the Company's 2025 expectations. Taking all factors into account, revenues
and EBITDA are expected to show moderate growth on 2024, with corresponding
improvements in profitability and cash generation.

Larry
Horsch
                                Jack Cooney

Non-Executive Chairman
 
                    President & Chief Executive
Officer

11 March 2025

Notes:

(1)   Net Cash is defined as total cash and cash equivalents less borrowings
under bank obligations exclusive of deferred financing costs.

 FINANCIAL REVIEW

 Summary of financial results

                                                         Year ended December 31,

                                                       2024               2023
                                                       US$ 000            US$ 000

                                                       Except per share   Except per share data

                                                       data

 Revenue                                               109,154            120,699
 Cost of sales                                         50,350             53,343
 Gross profit                                          58,804             67,356

 Operating expenses
 Selling, marketing and customer support               14,723             14,742
 Engineering and product development                   2,691              2,679
 General and administrative                            17,113             16,340
 Total operating expenses                              34,527             33,761
 Operating income                                      24,277             33,595
 Other income (expense)
 Interest expense                                      (53)               (19)
 Interest income                                       354                196
 Foreign exchange impact                               (918)              (731)
 Other                                                 139                196
 Income before income taxes                            23,799             33,237

 Provision for income taxes                            5,195              5,259
 Net income                                            18,604             27,978

                                                       Per Share          Per Share
                                                       US$                US$
 Basic earnings per share                              0.34               0.50
 Diluted earnings per share                            0.33               0.50
 Basic adjusted net income per share((1), (3), (4))    0.34               0.46
 Diluted adjusted net income per share((1), (3), (4))  0.33               0.46

 Other data
 Adjusted EBITDA ((1), (2), (4))                       27,667             36,459
 Adjusted net income ((1), (3), (4))                   18,590             25,737
 Depreciation expense                                  1,688              1,425
 Amortization of intangibles                           142                 135
 Capital expenditures                                  2,449               1,740

 

 

 

Notes:

1. Adjusted EBITDA and Adjusted net income are not measurements of the
Company's financial performance under US GAAP and should not be considered as
an alternative to net income, operating income or any other performance
measures derived in accordance with US GAAP or as an alternative to US GAAP
cash flow from operating activities as a measure of profitability or
liquidity. Adjusted EBITDA and Adjusted net income are presented herein
because management believes they are useful analytical tools for measuring the
profitability and cash generation of the business. Adjusted EBITDA is also
used to determine pricing and covenant compliance under the Company's credit
facility and as a measurement for calculation of management incentive
compensation. The Company understands that although Adjusted EBITDA is
frequently used by securities analysts, lenders, and others in their
evaluation of companies, its calculation of Adjusted EBITDA may not be
comparable to other similarly titled measures reported by other companies.

2. Adjusted EBITDA as used herein is a calculation of net income plus tax
provision, interest expense, interest income, foreign exchange gain(loss),
other income (expense), depreciation, amortization, stock-based compensation
and non-cash lease expense.

3.  Adjusted net income as used herein is a calculation of net income plus
amortization of intangibles and excluding the tax impact of stock option and
RSU settlements, and other special items.

4. The Company uses non-US GAAP financial measures to provide supplemental
information regarding the Company's operating performance. The non-US GAAP
financial measures presented herein should not be considered in isolation
from, or as a substitute to, financial measures calculated in accordance with
US GAAP. Investors are cautioned that there are inherent limitations
associated with the use of each non-US GAAP financial measure. In particular,
non-US GAAP financial measures are not based on a comprehensive set of
accounting rules or principles, and many of the adjustments to the US GAAP
financial measures reflect the exclusion of items that may have a material
effect on the Company's financial results calculated in accordance with US
GAAP.

 

 

 Net income to adjusted EBITDA reconciliation and
 Adjusted net income reconciliation

                                                   Year ended December 31,
                                                   2024                                              2023
                                                   US$ 000                                           US$ 000
 Adjusted EBITDA reconciliation
 Net income                                        18,604                                            27,978
 Tax provision                                     5,195                                             5,259
 Interest expense                                  53                                                19
 Interest income                                   (354)                                             (196)
 Foreign exchange impact                           918                                               731
 Other                                             (139)                                             (196)
 Depreciation                                      1,688                                             1,425
 Amortization                                      142                                               135
 Stock-based compensation                                                1,226                       985
 Non-cash lease expense                            334                                               319
 Adjusted EBITDA                                   27,667                                            36,459

 Adjusted net income
 Net income                                        18,604                                            27,978
 Amortization                                      142                                               135
 Tax impact of stock option & RSU settlements      (156)                                             (183)
 Change in uncertain tax position reserve          -                                                 (2,193)
 Adjusted net income                               18,590                                            25,737

 

 

Notes:

1. Adjusted EBITDA and Adjusted net income are not measurements of the
Company's financial performance under US GAAP and should not be considered as
an alternative to net income, operating income or any other performance
measures derived in accordance with US GAAP or as an alternative to US GAAP
cash flow from operating activities as a measure of profitability or
liquidity. Adjusted EBITDA and Adjusted net income are presented herein
because management believes they are useful analytical tools for measuring the
profitability and cash generation of the business. Adjusted EBITDA is also
used to determine pricing and covenant compliance under the Company's credit
facility and as a measurement for calculation of management incentive
compensation. The Company understands that although Adjusted EBITDA is
frequently used by securities analysts, lenders, and others in their
evaluation of companies, its calculation of Adjusted EBITDA may not be
comparable to other similarly titled measures reported by other companies.

2. Adjusted EBITDA as used herein is a calculation of net income plus tax
provision, interest expense, interest income, foreign exchange gain(loss),
other income (expense), depreciation, amortization, stock-based compensation
and non-cash lease expense.

3. Adjusted net income as used herein is a calculation of net income plus
amortization of intangibles and excluding the tax impact of stock option and
RSU settlements, and other special items.

4. The Company uses non-US GAAP financial measures in order to provide
supplemental information regarding the Company's operating performance. The
non-US GAAP financial measures presented herein should not be considered in
isolation from, or as a substitute to, financial measures calculated in
accordance with US GAAP. Investors are cautioned that there are inherent
limitations associated with the use of each non-US GAAP financial measure. In
particular, non-US GAAP financial measures are not based on a comprehensive
set of accounting rules or principles, and many of the adjustments to the US
GAAP financial measures reflect the exclusion of items that may have a
material effect on the Company's financial results calculated in accordance
with US GAAP.

 

Revenues

The Company's consolidated revenues decreased to US$ 109.2m (2023:
US$120.7m).  Company revenues consist primarily of sales from Boomed screed
products, which include the S-28EZ, S-22EZ, S-15R, S-10A, SRS-6, SRS-4e and
SRS-4 Laser Screed(®) machines, sales from Ride-on screed products, which are
drive through the concrete machines that include the S-485, S-940, S-940e and
S-158C Laser Screed(®) machines, Remanufactured machine sales, 3-D Profiler
System(®), SkyScreed(®) and Other revenues which consist primarily of
revenue from sales of parts and accessories, sales of other equipment,
including the Broom + Cure(TM), SkyStrip(TM), S-PS50, STS-11HC and service,
training and shipping charges.

 

Boomed screed sales decreased to US$ 43.1m (2023: US$ 53.9m) primarily due to
reduced volume year over year.  Ride-on screed sales remained consistent at
US$ 20.3m (2023: US$ 20.4m), while the 3-D Profiler Systems and Remanufactured
machine sales increased slightly by 12% and 4%, respectively, due to higher
volume in the case of 3-D Profiler Systems and higher prices in the case of
Remanufactured machines.  Two SkyScreeds were sold in 2024 compared to none
in 2023.  Other revenues decreased to US$ 28.4m (2023: US$ 31.1m) primarily
attributable lower sales volume of Broom + Cure(TM) and lower parts sales and
service mainly in the US, Australia and China.

 

 Revenue breakdown by geography

                                                                                        Total

                          North America             EMEA((1))             ROW((2))      US$ in millions

                          US$ in                    US$ in millions

                          millions
                                                    US$ in millions                     2024                       2023
                          2024         2023         2024       2023       2024   2023   Net sales  % of Net sales  Net sales  % of Net sales
 Boomed screeds ((3))     31.4         38.1         7.3        9.0        4.4    6.8    43.1       39.5%           53.9       44.7%
 Ride-on screeds ((4))    13.9         14.8         3.3        2.5        3.1    3.0    20.3       18.6%           20.4       16.9%
 Remanufactured machines  5.8          5.5          1.0        0.9        0.2    0.3    7.1        6.5%            6.8        5.6%
 3-D Profiler System      8.6          6.5          0.2        0.4        0.8    1.7    9.6        8.8%            8.5        7.0%
 SkyScreed                0.7          -            -          -          -      -      0.7        0.6%            -          0.0%
 Other ((5))              21.7         23.3         3.4        3.8        3.3    3.9    28.4       26.0%           31.1       25.8%
 Total                    82.2         88.4         15.2       16.6       11.8   15.7   109.2      100.0%          120.7      100.0%

Notes:

1. EMEA includes Europe, Middle East, and Scandinavia.

2. ROW includes  Australia, Latin America,  India, China, Korea, and
Southeast Asia.

3. Boomed Screeds include the S-28EZ,  S-22EZ, S-15R, S-10A, SRS-6, SRS-4and
SRS-4e.

4. Ride-on Screeds include the S-940, S-940e,  S-485, and  S-158C.

5. Other includes parts, accessories, services and freight, as well as other
equipment such as the SkyStrip(TM), Somero Broom + Cure(TM), STS-11M Topping
Spreader, STS-11HC Topping Spreader, Copperhead,  Somero Line Dragon®, Mini
Screed C and S-PS50.

 

 Units by product line    2024          2023
 Boomed screeds             131           174
 Ride-on screeds            160           168
 Remanufactured machines      36            33
 3D Profiler System           93            82
 SkyScreed®                     2             -
 Other ((1))                  92            93
 Total                      514           550

Notes:

1.        Other includes equipment SkyStrip(TM), Somero Broom +
Cure(TM), STS-11M Topping Spreader, STS-11HC Topping Spreader, Copperhead,
Somero Line Dragon®, Mini Screed C and S-PS50.

 

Sales to customers located in North America contributed 75% of total revenue
(2023: 73%), sales to customers in EMEA (Europe, Middle East, and Scandinavia)
contributed 14% (2023: 14%) and sales to customers in ROW (Australia, Latin
America, India, China, Korea, and Southeast Asia) contributed 11% (2023: 13%).

 

Sales in North America were US$ 82.2m (2023: US$ 88.4m) down 7%, driven by
lower sales volume of large-line Boomed Screeds.  Sales in EMEA were US$
15.2m (2023: US$ 16.6m), which is a decrease of 9% primarily due to lower
sales volume of large-line Boomed Screeds.  Sales in ROW were US$ 11.8m
(2023: US$ 15.7), representing a 25% decrease driven primarily by lower sales
volume of large Boomed Screeds.

 

                      US$ in millions
 Regional sales       2024      2023
 North America        82.2      88.4
 Europe               14.6      15.1
 Australia            6.6       9.9
 Rest of World ((1))  5.8       7.3
 Total                109.2     120.7

Notes:

1. Includes Latin America, India, Southeast Asia, Middle East, and Korea.

 

Gross profit

Gross profit decreased to US$ 58.8 m (2023: US$ 67.4m), with gross margins
decreasing slightly to 54% (2023: 56%) primarily due to higher input costs and
lower Boomed screed volume, partly offset by price increases.

 

Operating expenses

Operating expenses for 2024 were approximately US$ 34.5m (2023: US$ 33.8),
which is reflective of separation-related expenses and the increased staffing
in connection with the establishment of Belgium service center in 2024, offset
by lower incentive compensation and sales commissions.

 

Debt

As of December 31, 2024, the Company had no outstanding debt.  In August
2022, the Company updated its credit facility to a US$ 25.0m secured revolving
line of credit, with a maturity date of August 2027.  The interest rate on
the revolving credit line is based on the BSBY Index plus 1.25%.  The
Company's credit facility is secured by substantially all its business assets.

Other income (expense)

Other income (expense) was US$ (0.5)m of other expense in 2024, compared to
US$ (0.2)m in 2023 primarily due to a higher foreign currency exchange loss.

 

Provision for income taxes

The provision for income taxes was US$ 5.2m in 2024 compared to US$ 5.3m in
2023. Overall, Somero's effective tax rate changed to 21.8% in 2024 from 15.8%
in 2023, primarily due to the removal of an uncertain tax position in 2023,
previously reflected as a liability, upon IRS acceptance.

 

Earnings per share

Basic earnings per share represents income available to common stockholders
divided by the weighted average number of shares outstanding during the
period.  Diluted earnings per share reflect additional common shares that
would have been outstanding if dilutive potential common shares had been
issued, as well as any adjustments to income that would result from the
assumed issuance.  Potential common shares that may be issued by the Company
relate to outstanding restricted stock units.

 

Earnings per common share has been computed based on the following:

 

                                                      Year ended December 31,

                                                2024                2023

                                                US$ 000             US$ 000

 Income available to stockholders               18,604              27,978

 Basic weighted shares outstanding              55,126,730          55,735,120
 Net dilutive effect of restricted stock units  632,703             617,553
 Diluted weighted average shares outstanding    55,759,432          56,352,673

 

                                        Per Share  Per Share
                                        US$        US$
 Basic earnings per share               0.34       0.50
 Diluted earnings per share             0.33       0.50
 Basic adjusted net income per share    0.34       0.46
 Diluted adjusted net income per share  0.33       0.46

 

 

 Consolidated Balance Sheets
 As of December 31, 2024 and 2023
                                                                                                                               As of December 31,
                                                                                                                    2024                                                2023
                                                                                                                    US$ 000                                             US$ 000
 Assets
 Current assets:
                                                    Cash and cash equivalents          29,486                                                                           33,311
                                                    Accounts receivable - net          9,251                                                                            8,835
                                                    Inventories- net                   18,816                                                                           19,375
                                                    Prepaid expenses and other assets  2,576                                                                            2,388
                                                    Income tax receivable              1,286                                                                            -
 Total current assets                                                                                               61,415                                              63,909
 Accounts receivable, less allowance for credit losses of US$ 1,194 in 2024 and                                     567                                                 431
 US$ 1,862 in 2023
 Property, plant, and equipment - net                                                                               26,763                                              25,928
 Financing lease right-of-use assets - net                                                                          546                                                 346
 Operating lease right-of-use assets - net                                                                          2,224                                               1,606
 Intangible assets - net                                                                                            978                                                 1,120
 Goodwill                                                                                                           3,294                                               3,294
 Deferred tax asset                                                                                                 1,982                                               1,674
 Other assets                                                                                                       347                                                 242
 Total assets                                                                                                       98,116                                              98,550

 Liabilities and stockholders' equity
 Current liabilities:
                       Accounts payable                                                                             3,544                                               3,410
                       Accrued expenses                                                                             7,409                                               7,768
                       Financing lease liability - current                                                          229                                                 199
                       Operating lease liability - current                                                           332                                                342
                       Income tax payable                                                                                               -                               2,099
                       Total current liabilities                                                                    11,514                                              13,818
 Financing lease liability - long-term                                                                              247                                                 110
 Operating lease liability - long-term                                                                              1,967                                               1,305
 Other liabilities                                                                                                  87                                                  82
 Total liabilities                                                                                                  13,815                                              15,315

 Stockholders' equity
                       Preferred stock, US$.001 par value, 50,000,000 shares authorized, no shares                  -                                                   -
                       issued and outstanding
                       Common stock, US$.001 par value, 80,000,000 shares authorized, 54,908,160 and                26                                                  26
                       55,550,697 shares issued and 54,908,160 and 55,499,368 shares outstanding at
                       December 31, 2024 and 2023, respectively
                       Less: treasury stock, 0 shares as of December 31, 2024 and 51,329 shares as of               -                                                   (213)
                       December 31, 2023 at cost
                       Additional paid in capital                                                                   10,947                                              13,253
                       Retained earnings                                                                            75,334                                              72,498
                       Other comprehensive loss                                                                     (2,006)                                             (2,329)
                       Total stockholders' equity                                                                   84,301                                              83,235
 Total liabilities and stockholders' equity                                                                         98,116                                              98,550

 See Notes to consolidated financial statements.

 

 Consolidated Statements of Comprehensive Income
 For the years ended December 31, 2024 and 2023

                                                                          Year ended December 31,
                                                                   2024                             2023
                                                                   US$ 000                          US$ 000
                                                                   except share and per share data  except share and per share data

 Revenue                                                           109,154                          120,699
 Cost of sales                                                     50,350                           53,343
 Gross profit                                                      58,804                           67,356

 Operating expenses
                            Sales, marketing and customer support  14,723                           14,742
                            Engineering and product development    2,691                            2,679
                            General and administrative             17,113                           16,340
                            Total operating expenses               34,527                           33,761

 Operating income                                                  24,277                           33,595
 Other income (expense)
                            Interest expense                       (53)                             (19)
                            Interest income                        354                              196
                            Foreign exchange impact                (918)                            (731)
                            Other                                  139                              196
 Income before income taxes                                        23,799                           33,237

 Provision for income taxes                                        5,195                            5,259

 Net income                                                        18,604                           27,978

 Other comprehensive income
                            Cumulative translation adjustment      323                              (518)
 Comprehensive income                                              18,927                           27,460

 Earnings per common share
 Earnings per share - basic                                        0.34                             0.50
 Earnings per share - diluted                                      0.33                             0.50

 Weighted average number of common shares outstanding

                            Basic                                  55,126,730                       55,735,120
                            Diluted                                55,759,432                       56,352,673

 See Notes to consolidated financial statements.

 

 

 Consolidated Statements of Changes in Stockholders' Equity
 For the years ended December 31, 2024 and 2023

                                    Common stock                                          Treasury stock

                                                                Additional paid-in                                                       Other               Total Stockholders' equity

                                                                capital                                              Retained earnings   Comprehensive

                                                  Amount                                             Amount                              income (loss)
                                    Shares        US$ 000       US$ 000                   Shares     US$ 000         US$ 000             US$ 000             US$ 000
 Balance - January 1, 2023          55,818,357    26            14,625                    5,500      (39)            64,325              (1,811)             77,126
 Cumulative translation adjustment  -             -             -                         -          -               -                   (518)               (518)
 Net income                         -             -             -                         -          -               27,978              -                   27,978
 Stock-based compensation           -             -             985                       -          -               -                   -                   985
 Dividend                           -             -             -                         -          -               (19,805)            -                   (19,805)
 Treasury stock                     (327,806)     -             (1,202)                   (327,806)  1,202           -                   -                   -
 RSUs settled for cash              -             -             (1,155)                   -          -               -                   -                   (1,155)
 Share buy-back                     -             -             -                         373,635    (1,376)         -                   -                   (1,376)
 New Shares Issued                  60,146        -             -                         -          -               -                   -                   -
 Balance - December 31, 2023        55,550,697    26            13,253                    51,329     (213)           72,498              (2,329)             83,235
 Cumulative translation adjustment  -             -             -                         -          -               -                   323                 323
 Net income                         -             -             -                         -          -               18,604              -                   18,604
 Stock-based compensation           -             -             1,225                     -          -               -                   -                   1,225
 Dividend                           -             -             -                         -          -               (15,768)            -                   (15,768)
 Treasury stock                     (660,247)     -             (2,817)                   (660,247)  2,817           -                   -                   -
 RSUs settled for cash              -             -             (714)                     -          -               -                   -                   (714)
 Share buy-back                     -             -             -                         608,918    (2,604)         -                   -                   (2,604)
 New shares issued                  17,710        -             -                         -          -               -                   -                   -
 Balance - December 31, 2024        54,908,160    26            10,947                    -          -               75,334              (2,006)             84,301

 See Notes to consolidated financial statements.

 

 

 Consolidated Statements of Cash Flows
 For the years ended December 31, 2024 and 2023

                                                                                                  Year ended December 31,
                                                                           2024                                 2023

                                                                           US$ 000                              US$ 000

 Cash flows from operating activities:
   Net income                                                              18,604                               27,978
   Adjustments to reconcile net income to net cash provided by operating
 activities:
     Deferred taxes                                                        (308)                                (510)
     Depreciation and amortization                                         1,830                                1,560
 Non-cash lease expense                                                    334                                  319
     Credit loss expense (recoveries)                                      (633)                                (4)
     Stock-based compensation                                              1,225                                985
     Gain/Loss on disposal of property and equipment                       (74)                                 40
   Working capital changes:
     Accounts receivable                                                   81                                   1,468
     Inventories                                                           559                                  (526)
     Prepaid expenses and other assets                                     (188)                                (366)
     Other assets                                                          (106)                                (7)
     Accounts payable, accrued expenses and other liabilities              (312)                                (9,292)
     Income taxes receivable/ payable                                      (3,385)                              2,801
     Net cash provided by operating activities                             17,627                               24,446

 Cash flows from investing activities:
   Property and equipment purchases                                        (2,449)                              (1,740)
   Net cash used in investing activities                                   (2,449)                              (1,740)

 Cash flows from financing activities:
   Payment of dividend                                                     (15,768)                             (19,805)
   RSUs settled for cash                                                   (714)                                (1,155)
   Stock buy-back                                                          (2,604)                              (1,376)
   Payments under financing leases                                         (240)                                (240)
    Net cash used in financing activities                                  (19,326)                             (22,576)

 Effect of exchange rates on cash and cash equivalents                     323                                  (518)

 Net decrease in cash and cash equivalents                                 (3,825)                              (388)

 Cash and cash equivalents:
 Beginning of year                                                         33,311                               33,699
 End of year                                                               29,486                               33,311

 See Notes to consolidated financial statements.

 

 

Notes to the Consolidated Financial Statements

As of December 31, 2024 and 2023

 

1.   Organization and description of business

 

Nature of business

Somero Enterprises, Inc. (the "Company" or "Somero") designs, assembles,
remanufactures, sells and distributes concrete levelling, contouring and
placing equipment, related parts and accessories, and training services
worldwide. Somero's Operations and Support Offices are located in Michigan,
USA with Global Headquarters and Training Facilities in Florida, USA.  Sales
and service offices are located in Chesterfield, England; Kampenhout, Belgium;
New Delhi, India; and Melbourne, Australia.

 

2.   Summary of significant accounting policies

 

Basis of presentation

The consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States
of America ("US GAAP") using the accrual basis of accounting.

 

Principles of consolidation

The consolidated financial statements include the accounts of Somero
Enterprises, Inc. and its subsidiaries. All significant intercompany
transactions and accounts have been eliminated in consolidation.

 

Use of estimates

The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could
differ from those estimates.

 

Cash and cash equivalents

Cash includes cash on hand, cash in banks, and temporary investments with a
maturity of three months or less when purchased.  The Company maintains
deposits in several financial institutions, which may at times exceed amounts
covered by insurance provided by the U.S. Federal Deposit Insurance
Corporation ("FDIC").  The Company has not experienced any losses related to
amounts in excess of FDIC limits.

 

Restricted Cash

Restricted cash of approximately US$ 265,000 and US$ 251,000 is included in
"Cash and cash equivalents" on the consolidated balance sheets as of December
31, 2024, and 2023, respectively. This represents cash deposited by the
Company into a guaranteed deposit account and designated as collateral for the
building lease in Australia in accordance with the lease agreement.

Accounts receivable and allowances for credit losses

Financial instruments which potentially subject the Company to concentrations
of credit risk consist primarily of accounts receivable. Accounts receivable
are recorded at the invoiced amount and do not typically bear interest. The
Company regularly monitors and assesses its risk of not collecting amounts
owed by customers. The Company operates in the concrete leveling industry and
its accounts receivables are primarily derived from customers servicing that
industry. At each balance sheet date, the Company recognizes an expected
allowance for credit losses.  In addition, at each reporting date, this
estimate is updated to reflect any changes in credit risk since the receivable
was initially recorded.  This estimate is calculated on a pooled basis where
similar risk characteristics exist.  If applicable, accounts receivable are
evaluated individually when they do not share similar risk characteristics
which could exist in circumstances where amounts are considered at risk or
uncollectible.

The Company's accounts receivable are derived from revenue earned from a
diverse group of customers. The Company performs credit evaluations of its
commercial customers and maintains an allowance for credit losses based upon
the expected ability to collect accounts receivable.  Allowances, if
necessary, are established for amounts determined to be uncollectible based on
estimate of future losses.

 

The allowance estimate is derived from a review of the Company's historical
losses based on the aging of receivables.  This estimate is adjusted for
management's assessment of current conditions, reasonable and supportable
forecasts regarding future events, and any other factors deemed relevant by
the Company.  The Company believes historical loss information is a
reasonable starting point in which to calculate the expected allowance for
credit losses as the Company's portfolio segment has remained constant since
the Company's inception.

 

The Company writes off receivables when there is information that indicates
the debtor is facing significant financial difficulty and there is no
possibility of recovery. If any recoveries are made from any accounts
previously written off, they will be recognized as an offset to credit loss
expense in the year of recovery, in accordance with the Company's accounting
policy election.

 

As of December 31, 2024 and 2023, the allowance for credit losses was
approximately US$ 1,194,000 and US$ 1,862,000, respectively. Credit loss
expense (recovery) was US$ (633,000) and US$ (4,000) in 2024 and 2023,
respectively. The opening balance of accounts receivable at January 1, 2023
was US$ 10,729,000, which includes US$ 414,000 of non-current accounts
receivable.

 

Inventories

Inventories are stated using the first in, first out ("FIFO") method at the
lower of cost or net realizable value ("NRV"). Provision for potentially
obsolete or slow-moving inventory is made based on management's analysis of
inventory levels and future sales forecasts.  As of December 31, 2024 and
2023, the provision for obsolete and slow-moving inventory was US$ 1,163,000
and US$ 707,000, respectively.

 

Intangible assets and goodwill

Intangible assets consist primarily of customer relationships, trademarks and
patents, and are carried at their fair value when acquired, less accumulated
amortization. Intangible assets are amortized using the straight-line method
over a period of three to seventeen years, which is their estimated period of
economic benefit.

 

Goodwill is not amortized but is subject to impairment tests on an annual
basis, and the Company has chosen December 31 as its periodic assessment
date.  Goodwill represents the excess cost of the business combination over
the Company's interest in the fair value of the identifiable assets and
liabilities. Goodwill arose from the Company's prior sale from Dover
Corporation to The Gores Group in 2005 and the purchase of the Line Dragon,
LLC business assets in January 2019.

 

Revenue recognition

The Company generates revenue by selling equipment, parts, accessories,
service agreements and training. The Company recognizes revenue for equipment,
parts and accessories when it satisfies the performance obligation of
transferring the control to the customer. For product sales where shipping
terms are FOB shipping point, revenue is recognized at a point in time upon
shipment.  For arrangements which include FOB destination shipping terms,
revenue is recognized at a point in time upon delivery to the customer. The
Company recognizes the revenue for service agreements and training at a point
in time once the service or training has occurred.

 

As of December 31, 2024 and 2023 there are US$ 520,000 and US$ 600,000,
respectively, of extended service agreement liabilities which are included in
accrued expenses in the accompanying consolidated balance sheets. The opening
balance of extended service agreement liabilities at January 1, 2023 was US$
582,000. During the years ended December 31, 2024 and 2023, US$ 489,000 and
US$ 451,000, respectively, of revenue was recognized related to the amounts
recorded as liabilities on the consolidated balance sheets in the prior year
(deferred contract revenue).

 

As of December 31, 2024 and 2023, there are US$ 505,000 and US$ 1,635,000,
respectively, in customer deposit liabilities for advance payments received
during the period for contracts expected the following period. These
liabilities are included in the accrued expenses in the accompanying
consolidated balance sheets. The opening balance of customer deposit
liabilities for advance payments received at January 1, 2023 was US$
2,180,000. For the years ended December 31, 2024 and 2023, there are no
significant contract costs such as sales commissions or costs deferred.
 Interest income on financing arrangements is recognized as interest accrues,
using the effective interest method.

Warranty liability

The Company provides warranties on all equipment sales ranging from 60 days to
three years, depending on the product.  Warranty liabilities are estimated
net of the warranty passed through to the Company from vendors, based on
specific identification of issues and historical experience and is recorded in
accrued expenses in the accompanying consolidated balance sheets.

                             US$ 000
 Balance, January 1, 2024    (1,290)
 Warranty charges            497
 Accruals                    (394)
 Balance, December 31, 2024  (1,187)

                             US$ 000
 Balance, January 1, 2023                           (1,448)
 Warranty charges            986
 Accruals                    (828)
 Balance, December 31, 2023  (1,290)

 

Property, plant, and equipment

Property, plant and equipment is stated at cost, net of accumulated
depreciation and amortization. Land is not depreciated.  Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets, which is 31.5 to 40 years for buildings (depending on the nature of
the building), 15 years for improvements, and 3 to 10 years for machinery and
equipment.

 

Income taxes

The Company determines income taxes using the asset and liability approach.
Tax laws require items to be included in tax filings at different times than
the items reflected in the consolidated financial statements. Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax basis and
operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred tax assets are reduced by a valuation allowance, if
necessary, to the extent that it appears more likely than not that such assets
will be unrecoverable.  The Company evaluates tax positions that have been
taken or are expected to be taken in its tax returns and records a liability
for uncertain tax positions.  This involves a two-step approach to
recognizing and measuring uncertain tax positions.  First, tax positions are
recognized if the weight of available evidence indicates that it is more
likely than not that the position will be sustained upon examination,
including resolution of related appeals or litigation processes, if any.
Second, the tax position is measured as the largest amount of tax benefit that
has a greater than 50% likelihood of being realized upon settlement.

 

Stock-based compensation

The Company recognizes the cost of employee services received in exchange for
an award of equity instruments in the consolidated financial statements over
the period the employee is required to perform the services in exchange for
the award (presumptively the vesting period).  The Company measures the cost
of employee services in exchange for an award based on the grant-date fair
value of the award, which is the stock price on the grant date multiplied by
the number of shares. Compensation expense related to stock-based payments was
US$ 1,226,000 and US$ 985,000  for the years ended December 31, 2024 and
2023, respectively.  In addition, the Company settled US$ 714,000 and US$ $
1,155,000 in restricted stock units for cash during the years ended December
31, 2024 and 2023, respectively.

 

Transactions in and translation of foreign currency

The functional currency for the Company's subsidiaries outside the United
States is the applicable local currency.  The preparation of the consolidated
financial statements requires the translation of these financial statements to
USD.  Balance sheet amounts are translated at period-end exchange rates and
the statement of comprehensive income accounts are translated at average
rates.  The resulting gains or losses are charged directly to accumulated
other comprehensive income.  The Company is also exposed to market risks
related to fluctuations in foreign exchange rates because some sales
transactions, and some assets and liabilities of its foreign subsidiaries, are
denominated in foreign currencies other than the designated functional
currency.  Gains and losses from transactions are included as foreign
exchange impact in the accompanying consolidated statements of comprehensive
income.

 

Comprehensive income

Comprehensive income is the combination of reported net income and other
comprehensive income ("OCI"). OCI is changes in equity of a business
enterprise during a period from transactions and other events and
circumstances from non-owner sources not included in net income.

 

Earnings per share

Basic earnings per share represents income available to common stockholders
divided by the weighted average number of common shares outstanding during the
year.  Diluted earnings per share reflect additional common shares that would
have been outstanding if dilutive potential common shares had been issued
using the treasury stock method.  Potential common shares that may be issued
by the Company relate to outstanding stock options and restricted stock
units.

 

Earnings per common share have been computed based on the following:

                                                                           Year ended December 31,
                                                                  2024                   2023

                                                                   US$ 000               US$ 000
 Income available to stockholders                                 18,604                 27,978
 Basic weighted shares outstanding                                55,126,730             55,735,120
 Net dilutive effect of stock options and restricted stock units  632,702                617,553
 Diluted weighted average shares outstanding                      55,759,432             56,352,673

 

Fair value

The carrying values of cash and cash equivalents, accounts receivable,
accounts payable, and other current assets and liabilities approximate fair
value because of the short-term nature of these instruments.

 

 

 

Recently Adopted Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable
Segment Disclosures (Topic 280)". ASU 2023-07 modifies reportable segment
disclosure requirements, primarily through enhanced disclosures about segment
expenses categorized as a significant or regularly provided to the Chief
Operating Decision Making (CODM). In addition, the amendments enhance interim
disclosure requirements, clarify circumstances in which an entity can disclose
multiple segment measures of profit or loss, and contain other disclosure
requirements. The purpose of the amendments is to enable investors to better
understand an entity's overall performance and assess potential future cash
flows.  This ASU is effective for annual periods beginning after December 15,
2023, and interim periods within annual periods beginning after December 15,
2024, with early adoption permitted. The Company currently operates as one
reportable segment and does not believe there will be a material impact on the
related disclosures in the consolidated financial statements.

 

3.  Inventories

 Inventories consisted of the following:

                                                         Year ended December 31,
                                             2024                                2023
                                             US $ 000                            US $ 000
 Raw material                                10,229                              10,607
 Finished goods and work in process          5,974                               5,161
 Remanufactured                              2,613                               3,607
 Total                                       18,816                              19,375

 

4.  Goodwill and intangible assets

Goodwill represents the excess of the cost of a business combination over the
fair value of the net assets acquired. The Company is required to test
goodwill for impairment, at the reporting unit level, annually and when events
or circumstances indicate the fair value of a unit may be below its carrying
value.  The results of the qualitative assessment indicated that goodwill was
not impaired as of December 31, 2024 and 2023, and that the value of patents
and other intangibles were not impaired as of December 31, 2024 and 2023.
The following table reflects other intangible assets:

 

                                                     Weighted average                     Year ended December 31,
                                                     Amortization          2024                                 2023
                                                     Period                US$ 000                              US$ 000
 Capitalized cost  Patents                                      12 years                                  19,247                     19,247
                   Intangible Assets                                                                       7,434                     7,434
                                                                               26,681                             26,681
 Accumulated amortization         Patents            12 years                  18,819                           18,770
                                  Intangible Assets                              6,884                          6,791
                                                                               25,703                             25,559
 Net carrying costs               Patents            12 years                       428                         477
                                  Intangible Assets                                 550                         643
                                                                           978                                  1,120

 

Amortization expense associated with the intangible assets in each of the
years ended December 31, 2024 and 2023 was approximately US$ 142,000 and US$
135,000, respectively.  The amortization expense for each of the next five
years will be US$ 142,000 and the remaining amortization thereafter will be
US$ 268,000.

 

 

5.  Property, plant, and equipment

Property, plant, and equipment consist of the following:

                               Year ended December 31,
                                                       2024        2023
                                                       US$ 000     US$ 000

 Land                                                  864         864
 Building and improvements                             26,291      25,465
 Machinery and equipment                               9,794       8,487
                                                       36,949      34,816
 Less:  accumulated depreciation and amortization       (10,186)   (8,888)
                                                       26,763      25,928

Depreciation expense for the years ended December 31, 2024 and 2023 was
approximately US$ 1,688,000 and US$ 1,425,000, respectively.

 

6.  Line of credit

In August 2022, the Company updated its credit facility to a US$ 25.0m secured
revolving line of credit, with a maturity date of August 2027.  The interest
rate on the revolving credit line is based on the BSBY Index plus 1.25%.  The
Company's credit facility is secured by substantially all of its business
assets. No amounts were drawn under the secured revolving line of credit in
the years ended December 31, 2024 or 2023.

Interest expense for the years ended December 31, 2024 and 2023 was
approximately US$ 53,000 and US$ 19,000, respectively, and relates primarily
to interest costs on leased vehicles.

 

7.  Retirement program

The Company has a savings and retirement plan for its employees, which is
intended to qualify under Section 401(k) of the US Internal Revenue Code
("IRC"). This savings and retirement plan provides for voluntary contributions
by participating employees, not to exceed maximum limits set forth by the IRC.
The Company's matching contributions vest immediately.  The Company
contributed approximately US$ 1,022,000 to the savings and retirement plan
during 2024 and contributed US$ 1,039,000 during 2023.

 

8.  Leases

The Company leases property, vehicles, and equipment under leases accounted
for as operating and finance leases. The leases have remaining lease terms of
less than 1 year to 8 years, some of which include options for renewal. The
exercise of these renewal options is at the sole discretion of the Company.
The right-of-use assets and related liabilities presented on the consolidated
balance sheet, reflect management's current expectations regarding the
exercise of renewal options. Some of our building leases have additional fees
related to maintenance costs, property taxes, etc. The Company has elected the
practical expedient not to separate lease and non-lease components for all of
our building leases.  In addition, the company has elected the short-term
lease practical expedient related to leases of various equipment which the
lease term is less than 12 months.   The components for lease expense were
as follows as of December 31, 2024 & December 31, 2023, respectively:

 

                                               2024

                                               US$ 000
 Operating lease cost                          688
 Finance lease cost:
      Amortization of right-of-use assets      396
      Interest on lease liabilities            42
 Total finance lease cost                      438

 

 

                                               2023

                                               US$ 000
 Operating lease cost                          407
 Finance lease cost:
      Amortization of right-of-use assets      319
      Interest on lease liabilities            17
 Total finance lease cost                      336

 

 

As of December 31, 2024, the weighted average discount rate for finance and
operating leases was 8.5% and 6.0%, respectively, and the weighted average
remaining lease term for finance and operating leases was 2.4 years and 6.7
years, respectively.

 

Maturities of lease liabilities are as follows for the years ended:

                        Operating Leases  Finance Leases
                        US$ 000           US$ 000
 2025                   469               265
 2026                   469               147
 2027                   469                                         91
 2028                   347               31
 2029                   259                                            -
 Thereafter             781                                            -
      Total             2,794             534
 Less imputed interest  (495)             (58)

    Total
 
 
              2,299
476

 

9.  Supplemental cash flow and non-cash financing disclosures

                                                                         Year ended December 31,
                                                                         2024          2023
                                                                         US$ 000       US$ 000
 Cash paid for interest                                                  69            19
 Cash paid for taxes                                                     8,158         4,858
 Finance lease liabilities arising from obtaining right-of-use assets    168           35
 Operating lease liabilities arising from obtaining right-of-use assets  652           544

10.  Business and credit concentration

The Company's line of business could be significantly impacted by, among other
things, the state of the general economy, the Company's ability to continue to
protect its intellectual property rights, and the potential future growth of
competitors. Any of the foregoing may significantly affect management's
estimates and the Company's performance.  At December 31, 2024 and 2023, the
Company had three customers which represented 19% and three customers which
represented 32% of total accounts receivable, respectively.

 

11. Allowance for Credit Losses

The allowance for credit losses for accounts receivable and the related
activity as of December 31:

 

                              2024     2023
                              US$ 000  US$ 000
 Beginning balance            1,862    1,780
 Provision for credit losses  -        9
 Write-offs                   (35)                            (52)
 Recoveries                   (633)    125
 Ending balance               1,194                        1,862

 

12. Commitments and contingencies

The Company has entered into employment agreements with certain members of
senior management.  The terms of these are for renewable one-year periods and
include non-compete and non-disclosure provisions as well as provide for
defined severance payments in the event of termination or change in control.

 

The Company is also subject to various unresolved legal actions which arise in
the normal course of its business. Although it is not possible to predict with
certainty the outcome of these unresolved legal actions or the range of
possible losses, the Company believes these unresolved legal actions will not
have a material effect on its consolidated financial statements.

 

 13.  Income taxes

                                   Year ended December 31,
                                   2024           2023

                                   US$ 000        US$ 000
 Current Income Tax
 Federal                           4,382          4,133
 State                             1,079          1,286
 Foreign                           42             349
 Total current income tax expense  5,503          5,768
 Deferred tax benefit
 Federal                           427            (474)
 State                             (20)           (35)
 Foreign                           (715)          -
 Total deferred tax benefit        (308)          (509)
 Total tax provision               5,195          5,259

As of December 31, 2024 and 2023, the effects of temporary differences that
give rise to the deferred tax assets are as follows:

                                  Year ended December 31,
                                 2024           2023

                                 US$ 000        US$ 000
 Deferred tax assets
 Allowance for credit provision  109            317
 Inventory                       287            283
 Accrued expenses                287            405
 UK intangibles                  142            146
 Stock compensation              451            377
 Foreign NOL                     1,352          454
 Lease liability                 21                               26
 Capital research expenditures   1,612          1,155
 Other                           530            521
 Total deferred tax assets       4,791          3,684
 Deferred tax liabilities
 Prepaid insurance               (186)          (158)
 Fixed assets                    (1,448)        (859)
 Intangible assets               (526)          (502)
 Right of use asset              (13)           (37)
 Total deferred tax liabilities  (2,173)        (1,556)
 Valuation allowance             (636)          (454)
 Total net deferred tax asset    1,982          1,674

 

A reconciliation of the income tax provision with the amount of tax computed
by applying the U.S. federal statutory rate to pretax income follows:

 
                            Year ended December 31,

                                                      2024      2023

                                                      US$ 000   US$ 000
 Consolidated income before tax                       23,799    33,237
 Statutory rate                                       21%       21%
 Statutory tax expense                                4,998     6,980
 State taxes                                          813       909
 Foreign taxes                                        (314)     245
 Permanent differences due to stock options and RSUs  38        (33)
 Permanent differences due to other items             9         152
 Foreign derived intangible income                    (464)     (624)
 Change in valuation allowance                        182       69
 Change in reserve                                    -         (2,193)
 Tax credits                                          (197)     (182)
 Other                                                130       (64)
 Tax expense                                          5,195     5,259

 

As of December 31, 2024, the Company has US$ 4.93m of foreign loss
carryforwards with an indefinite carryforward life.  Management assesses the
recoverability of our deferred tax assets as of the end of each quarter,
weighing all positive and negative evidence, and is required to establish and
maintain a valuation allowance for these assets if we determine that it is
more likely than not that some or all of the deferred tax assets will not be
realized. The weight given to the evidence is commensurate with the extent to
which the evidence can be objectively verified. If negative evidence exists,
positive evidence is necessary to support the conclusion that a valuation
allowance is not needed.  As of December 31, 2024 management has determined
that a valuation allowance is currently needed against a portion of the
Company's net operating loss carryforward deferred tax assets.

 

The Company files income tax returns in the U.S. federal jurisdiction and
various state jurisdictions. The Company has open years for the tax year 2021
and forward at the end of December 31, 2024.  The Company has open years
related to United Kingdom filings for the tax year 2020, and open years
related to Italian filings for tax years 2019 forward.

 

The Company adopted the accounting standard for uncertain tax positions, ASC
740-10, in accordance with US GAAP, and as required by the standard, the
Company recognizes the financial statement benefit of a tax position only
after determining that the relevant tax authority would more likely than not
sustain the position following an audit.  For tax positions meeting the more
likely than not threshold, the amount recognized in the financial statements
is the largest benefit that has a greater than 50 percent likelihood of being
realized upon ultimate settlement with the relevant tax authority.

Increases or decreases to the unrecognized tax benefits could result from
management's belief that a position can or cannot be sustained upon
examination based on subsequent information or potential lapse of the
applicable statute of limitation for certain tax positions.

 Unrecognized tax benefits - January 1, 2023           1,450
 Increases from positions taken during prior periods   -
 Increases from positions taken during current period                      -
 Settled positions                                     (1,450)
 Lapse of statute of limitations                       -
 Unrecognized tax benefits - December 31, 2023         -

No unrecognized tax benefits for the year ended December 31, 2024.

 

During the tax year ended December 31, 2023, the Company settled all uncertain
tax position that existed as of December 31, 2022 and, as a result, removed
the unrecognized tax reserve classed as "Other Long-Term Liabilities" from the
Company's Consolidated Balance Sheet.  No further uncertain tax positions
have been identified as of December 31, 2024.

 

14. Revenues by geographic region and segment reporting

The Company sells its products to customers throughout the world.  The
Company operates as a single reportable segment for financial reporting
purposes.  While revenue is disaggregated by geography, the business in
managed and evaluated as a single operating segment by the Chief Operating
Decision Maker ("CODM").  This is because all geographic regions provide the
same types of products and services to a similar customer base, and the CODM
assesses financial performance and allocates resources on a consolidated basis
rather than by individual geography.

 

In making key decisions and allocating resources, the CODM primarily evaluates
the Company's consolidated profitability, with a focus on EBITDA, as this
metric provides a comprehensive view of operational performance.  Revenue by
geography is reviewed to identify trends, but profitability remains the
primary measure of performance.

 

The accounting policies are the same in all geographies as described in the
summary of significant accounting policies.  The chief operating decision
maker assesses performance and decides how to allocate resources based on
profitability reported on the income statement.

 

The revenue breakdown by geography is as follows:

 

 US$ 000                  North America     Europe            Australia     ROW((1))      Total
                          2024     2023     2024     2023     2024   2023   2024   2023   2024     2023
 Boomed screeds ((2))     31,374   38,131    7,171    8,296   2,738  5,171  1,803  2,343  43,086   53,941
 Ride-on screeds ((3))    13,927   14,842    3,279    2,518   1,513  1,341  1,622  1,660  20,341   20,361
 Remanufactured machines  5,829     5,494    1,034    626     -      63     189    571    7,052    6,754
 3-D Profiler System       8,576    6,540    228      350     792    1,431  -      219    9,596    8,540
 SkyScreed                 730      -        -        -       -      -      -      -      730      -
 Other ((5))              21,788   23,367   2,893    3,340    1,509  1,859  2,159  2,537  28,349   31,103
 Total                    82,224   88,374   14,605   15,130   6,552  9,865  5,773  7,330  109,154  120,699

 

1. ROW includes Latin America, India, China, Middle East, Korea, and Southeast
Asia.

2. Boomed Screeds include the S-28EZ, S-22EZ, S-15R, S-10A, SRS-6, SRS-4and
SRS-4e.

3. Ride-on Screeds include the S-940, S-940e, S-485, and  S-158C.

4. Other includes parts, accessories, services and freight, as well as other
equipment such as the SkyStrip(TM), Somero Broom + Cure(TM), STS-11M Topping
Spreader, STS-11HC Topping Spreader, Copperhead, Somero Line Dragon®, Mini
Screed C and S-PS50.

 

15.  Stock-based compensation

The Company has stock-based compensation plans which are described below. The
compensation cost that has been charged against income for the plans was
approximately US$ 1,225,000 and US$ 985,000 for the years ended December 31,
2024 and 2023, respectively.  The income tax effect recognized for
stock-based compensation was US$ 0.2m and US$ 0.2m, respectively, for the
years ended December 31, 2024 and 2023.

 

Restricted stock units

The Company regularly issues restricted stock units to employees subject to
Board approval.  The Company establishes the fair market value of the
restricted stock units at the grant date, based on the stock price and
applicable exchange rate.

 

 

A summary of restricted stock unit activity in 2024 and 2023 is presented
below:

                                              Grant date fair market value US$

                                   Shares
 Outstanding at January 1, 2023    667,990    2,935,144
 Granted                           284,437    1,217,027
 Vested or settled for cash        (307,845)  (869,737)
 Forfeited                         (73,832)   (380,981)
 Outstanding at December 31, 2023  570,750    2,901,453

                                              Grant date fair market value US$

                                   Shares
 Outstanding at January 1, 2024    570,750    2,901,453
 Granted                           265,063    1,043,174
 Vested or settled for cash        (180,962)  (921,711)
 Forfeited                         (8,502)    (45,000)
 Outstanding at December 31, 2024  646,349    2,977,916

 

RSUs settled for cash were US$ 714,000 in 2024 and US$ 1.2m in 2023.

 

As of December 31, 2024, there was US$ 952,000 total unrecognized compensation
cost related to non-vested restricted stock units.  Restricted stock unit
expense is being recognized over the three-year vesting period.  The weighted
average remaining vesting period is 1.1 years.

 

16.  Employee compensation

The Board approved management bonuses and profit-sharing payments totaling US$
1.2m and US$ 1.2m partly paid in December 2024 and 2023, respectively. The
remainder to be paid in early 2025, based upon the Company meeting certain
financial targets. Amounts not paid during 2024 are included in accrued
expenses in the accompanying consolidated balance sheets.

 

Equity bonus plan

The Company has an Equity Bonus Plan, under which eligible senior managers may
choose to receive a percentage of their annual performance bonus in shares of
common stock.   In March 2024, the Company issued 5,310 shares of common
stock, valued at US$ 21,000 at the time of grant.  In March 2023, the Company
issued 21,114 shares of common stock, valued at US$ 91,000 at the time of
grant.

 

17. Share buyback

In February 2023 and 2024, the Board authorized on-market share buyback
programs for such number of its listed shares of common stock as are equal to
US$ 2,000,000 for each program.  The maximum price paid per common share was
no more than the higher of 105 percent of the average middle market closing
price of common share for the five business days preceding the date of the
share buyback, the price of the last independent trade and the highest current
independent purchase bid.  As of December 31, 2024, the Company purchased
608,918 shares of common stock for an aggregate value of US$ 2,604,000
pursuant to the share buyback program authorized in 2024, and 373,635 shares
of common stock for an aggregate value of US$ 1,375,000 , which completed the
share buyback program authorized in 2023.  The Company estimates the share
buyback program authorized in 2024 will be completed by the end of H1 2025.
In connection with the Company's share buyback programs authorized in 2024 and
2023, 660,247 shares held in treasury were cancelled in 2024.

 

18.  Subsequent events

In preparing the consolidated financial statements, the Company has evaluated
all subsequent events and transactions for potential recognition or disclosure
through March 11, 2025, the date the consolidated financial statements were
available for issuance.

 

Dividend

In recognition of Somero's strong performance and the Board of Directors'
confidence in the continued growth of the Company, the Board approved a
dividend payout ratio of 50% of adjusted net income and is pleased to announce
a final 2024 dividend of 8.89 US cents per share that will be payable on May
9, 2025 to shareholders on the register at April 11, 2025.  Together with the
interim dividend paid in October 2024 of 8.00 US cents per share, this
represents a full year regular dividend to shareholders of 16.89 US cents per
share.  In addition, due to the strength of the Company's cash position at
the end of 2024, and upon the review of anticipated future cash requirements
for the business, the Board of Directors' has approved a supplemental dividend
of 4.09 US cents per share that will be paid together with the final 2024
dividend on May 9, 2025 to shareholders on the register at April 11, 2025.
The combined dividend payment will total 12.98 US cents per share,
representing a total dividend payment of US$ 7.1m.

 

 Distribution amount:              $0.1298 cents per share
 Ex-dividend date:                 10 April 2025
 Dividend record date:             11 April 2025
 Final day for currency election:  25 April 2025
 Payment date:                     9 May 2025

 

Further, any participant holding the security on behalf of beneficial owners
resident in a treaty country with the United States of America can facilitate
claims for tax relief at source for its underlying beneficial owners.  In
order to ensure that the appropriate rate of US Withholding Tax is applied
correctly, completed documentation must be provided to the Depositary,
Computershare Investor Services PLC.

 

Equity bonus plan

In January 2024, the Board approved the 2024 Equity Bonus Plan, under which
eligible senior managers can elect to receive up to 100% of their 2024 annual
performance bonus in shares of common stock.  The Company expects to issue
shares for awards under the 2024 Equity Bonus Plan in 2025.

 

Share buyback

In February 2025, the Board approved a share buyback program, pursuant to
which, the Board intends to carry out an on-market buyback of such number of
its listed shares of common stock as are equal to US$ 2,000,000.  The purpose
of the program is to mitigate future dilution resulting from share issuances
under the Company's equity award programs.  The Company estimates that the
program will be fulfilled by the end of 2025.

 

Other Unaudited Information

Dividend

All dividends, including both ordinary and supplemental, have the option of
being paid in either GBP or USD subject to the underlying agreements between
shareholders and their brokers which Somero cannot override.  Payments in USD
can be paid by Check or through CREST. Payments in GBP can be paid via Check,
CREST and BACS.  The default option if no election is made will be for a USD
payment via check. Should shareholders wish to change their current currency
or payment methods, forms are available through Computhershare Investor
Services PLC at

https://www-uk.computershare.com/Investor/Content/c057a8a7-f4f8-4fcb-a497-836ce2f708d5
(https://www-uk.computershare.com/Investor/Content/c057a8a7-f4f8-4fcb-a497-836ce2f708d5)
.

 

If shares are held as Depositary Interests through a broker or nominee, the
holding company must be contacted and advised of the payment preferences.
Such requests are subject to the terms and conditions of the broker or
nominee.

 

Additional information on currency election and tax withholding can be found
at: https://investors.somero.com/aim-rule-26
(https://investors.somero.com/aim-rule-26) .   Shareholders can also contact
Computershare Investor Services PLC by telephone at +44 (0370) 702 0000 or
email via webcorres@computershare.co.uk (mailto:webcorres@computershare.co.uk)
.

 

Annual General Meeting

The Annual General Meeting of Stockholders (the "AGM") of the Company will be
held at 14530 Global Parkway, Fort Myers, FL 33913 USA on June 18, 2025 at
9:00 am local time.  The notice of the AGM shall be released with the Annual
Report and shall include instructions for remote participation.  Stockholders
of record at the close of business on April 22, 2025 will be entitled to
receive notice of, and vote at, the AGM.

 

 

 

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.

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