SDI Group
plc
("SDI", the "Company", or the
"Group")
Interim results for the six
months ended 31 October 2024
Refined strategy progressing,
improved cash generation and order
intake
5 December 2024 -
SDI Group
plc, the buy and build group,
focused on companies which design and manufacture specialist lab
equipment, industrial & scientific sensors and industrial &
scientific products, announces its interim
results for the six months to 31 October 2024.
Operational and Strategic highlights
· Progress against the refined strategy articulated at the full
year results
· Value-enhancing acquisition of InspecVision Limited
· Continued focus on collaboration between the portfolio
businesses and driving synergies across the Group
· Strengthened senior management team in place to support
delivery of sustainable long-term growth
· Increased activity towards the end of the half, following the
previously reported slower start to the financial
year. Positive
momentum continuing into H2 FY25
Financial summary
· Revenues of £30.9m (H1 FY24: £32.2m) reflecting reduced
activity in the life sciences and biomedical markets
· Gross
margins (on materials only) improved to 65.4% (H1 FY24:
63.0%)
· Adjusted operating profit* of £3.9m (H1 FY24:
£4.4m) and reported operating profit of
£2.4m (H1 FY24:
£3.4m)
· Adjusted profit before tax* of £3.2m
(H1 FY24: £3.7m) and reported
profit before tax of £1.7m
(H1 FY24: £2.7m)
· Adjusted diluted EPS* of 2.37p (H1 FY24: 2.68p) and reported
diluted EPS of 1.18p (H1 FY24: 1.89p)
· Cash
generated from operations increased to £4.7m (H1 FY24:
£3.3m)
Outlook
· Order
intake significantly up on a like for like basis compared to the
second half of FY24
· Full
year profits are expected to be in line with market expectations**
with increased second half weighting versus prior year supported by
an improved orderbook. Challenging conditions in the life sciences
and biomedical markets have impacted sales in the lab equipment
segment over the first half, leading to lower expected Group
revenues for FY25, which has been offset by improved gross margins
and cost efficiencies
· Acquisition pipeline provides potential for further
acquisitions in FY25
· The
Group is well placed for the future growth
Stephen Brown, Chief Executive Officer of SDI Group,
said:
"Whilst conditions in the life sciences and biomedical markets
were challenging in early H1, we have seen improvements from
September onwards. Our diverse portfolio has delivered stronger
performances in some other sectors. The technological prowess and
capabilities of the businesses within our portfolio cannot be
understated, and there remains a huge market opportunity to further
expand our community of entrepreneurial
businesses.
To
that end, we were pleased to complete the acquisition of
InspecVision Limited during the period and we continue to drive our
active M&A pipeline to expand our portfolio across key markets.
We continue to target established businesses in growth sector
niches, whilst also delivering our strategy to drive organic growth
across our portfolio businesses."
A presentation for investors and
shareholders via the Investor Meet Company platform will be held
today on Thursday, 5 December 2024 at 2.00 p.m. GMT.
Investors can register for the
presentation via the following link:https://www.investormeetcompany.com/sdi-group-plc/register-investor
A copy of the shareholder
presentation will also be made available on the Company's website
www.sdigroup.com/investors/reports-presentations/ later
today.
* Before share based payments, acquisition
costs, reorganisation costs, divestment of subsidiary undertaking
(in FY24) and amortisation of acquired intangible
assets.
** Analysts from SDI's broker
Cavendish Capital Markets Limited and from Progressive Equity
Research regularly provide research on the
Company, accessible from our website, and the Group considers the
average of their forecasts to represent market expectations. Prior
to this announcement, FY25 expectations were Revenue of £70.45m,
Adjusted Operating Profit of £10.0m and Adjusted Profit Before Tax
of £8.4m.
Enquiries
SDI
Group plc
+44 (0)1223
727144
Stephen Brown, CEO
Ami Sharma, CFO
www.sdigroup.com
Cavendish Capital Markets
Limited
+44 (0)20 7220
0500
Ed Frisby/Seamus Fricker - Corporate
Finance
Andrew Burdis/Sunila de Silva -
ECM
About SDI Group plc
SDI Group plc is a group of small to
medium size companies with specialist industrial and scientific
products in growth sector niches which help solve customers' key
challenges.
It specialises in the acquisition
and development of companies that design and manufacture specialist
products for use in lab equipment, industrial & scientific
sensors and industrial & scientific products.
Its portfolio of businesses supplies
the life sciences, healthcare, plastics and packaging,
manufacturing, precision optics and measurement instrumentation
markets.
SDI aims to continue its growth
through driving the organic growth of its portfolio companies and
by the acquisition of complementary technology businesses with
established reputations in global markets.
For more information, please
see: www.SDIGroup.com
The information contained within this announcement is deemed
to constitute inside information as stipulated under the retained
EU law version of the Market Abuse Regulation (EU) No. 596/2014
(the "UK MAR") which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018. The information is disclosed in
accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside
information is now considered to be in the public
domain.
Chief Executive Officer's statement
A year into my tenure at SDI, the
Group's future prospects are as strong as ever. SDI has a range of
high-quality businesses, many of which are in high growth niche
segments, and we are building towards a return to organic growth
alongside greater collaboration between the portfolio companies.
Simultaneously, as detailed in our refined strategy announced at
the full year results, we are seeking to drive inorganic growth
through targeted acquisitions.
Whilst the macroeconomic backdrop
has remained challenging for a number of businesses, particularly
early in the financial year, the breadth of our portfolio has
ensured that whilst some businesses have experienced a temporary
slowdown in trading environments, that has been partially offset
with stronger performances in some other sectors.
As outlined at the year-end, we
completed our strategic review in May and prioritised
two key areas to support our long-term growth
objectives - growth initiatives for the portfolio businesses
(organic growth) and value-enhancing acquisitions (inorganic
growth).
Our organic growth strategy is
underpinned by three pillars: continuous product innovation;
operational capability and capacity; and expansion into new
geographic markets. As our customer and product base grows, we aim
to increase repeat and recurring revenue streams through service,
support, upgrades and replacements.
The acquisition strategy leverages
our management expertise, financial discipline and stringent
criteria to identify targets that accelerate overall growth and
diversification. This approach strengthens our presence in existing
markets and positions us for strategic entry into new
ones.
From an organic growth perspective,
we have made progress in actively fostering synergies between
portfolio companies operating in overlapping markets and/or
offering similar products. The senior management at Safelab Systems
('Safelab') and Monmouth Scientific ('Monmouth') have been
combined, and the two individual businesses are now working closely
together. Furthermore, businesses within the laboratory equipment
segment are increasingly engaging in white-label partnerships to
secure larger contracts.
In October, six SDI businesses
presented from a single stand at UK Lab Innovations, the UK's
leading laboratory industry trade show, with excellent feedback
from staff and visitors alike. We look forward to further
leveraging the strength of the entire portfolio and identifying
further opportunities to drive synergies and raise the profile of
the Group.
During the period, regular events
have been introduced to bring together the leadership teams of all
our portfolio businesses to foster greater collaboration and share
best practice, with the most recent leadership meeting taking place
at the end of November to reinforce strategy and ensure all
businesses remain on track.
In the first half of the year, we
resized two businesses within the portfolio, restructuring Atik
Cameras ('Atik') to normalise its cost base and, following a
decision to refocus its US sales strategy and route to market,
closing Synoptics' US office.
SDI continues to invest in research
and development ('R&D') across the Group to meet customer
demand. R&D expenditure amounted to £0.9m in H1 FY25,
with investments made at Chell Instruments (to produce new pressure
scanner products including the DAQ range expansion) and Applied
Thermal Controls (to produce a new range of chillers). Atik,
Synoptics and LTE Scientific have also launched new products as we
continue to invest in product development.
Acquisition
At the end of October, the Group
announced the acquisition of 100% of the
share capital of InspecVision Limited, ("InspecVision"), a designer and manufacturer of high-accuracy
vision-based measurement systems for industrial applications, for a
net consideration of £6.1m.
InspecVision is a high-quality, profitable business, which fulfils
our key investment criteria of trading in a growth sector, with
international exposure (particularly in the US), a strong
management team and broadening the Group's overall presence into
new applied markets.
InspecVision provides precision
measurement machinery for smart manufacturing, automated inspection
and reverse engineering and offers the Group an entrance into the
high value metrology market and a global, blue chip customer base.
The acquisition also introduces new technological capabilities to
the Group, including AI and machine learning, alongside strong IP,
which can be leveraged.
Its strong US market presence also
provides a platform to deliver additional value to other Group
portfolio companies, particularly through cross-selling synergies
and opening up new routes to market.
The gross consideration for the
acquisition was £8.67m and consisted of consideration payable immediately following completion of
£8.17m with a further £0.5m due post period end. The total
consideration includes £0.2m of acquired cash and £2.4m of loans to
the acquired company by the sellers. £0.75m of these loans were
settled through the receipt of a cash payment. The acquisition was funded from the Group's revolving credit
facility with HSBC UK Bank ('HSBC').
InspecVision products are sold in
over 30 countries worldwide. It employs 14 people and is based in a
20,400 sq ft. site in Newtonabbey, Northern Ireland.
InspecVision joins our Industrial & Scientific
Products segment and will be operated separately from our existing
businesses. We are excited by the prospects for this acquisition
and continue to pursue our acquisitive growth strategy alongside
our organic growth programme.
Financials and segment breakdown
Group revenues reduced by 4.0% to
£30.9m (H1 FY24: £32.2m). The decrease was largely attributable to
a £2.2m reduction in sales in the Lab Equipment segment. Organic
revenue decline across the Group was 5.7%. The Group's like for
like order intake over the first half improved significantly over
the second half of the last financial year.
Revenues in Industrial &
Scientific Products were 0.3% higher at £11.7m (H1 FY24: £11.6m).
Atik Cameras had a strong first half with excellent order
intake and profit growth, after a full period of trading with its
largest OEM customer. Scientific Vacuum Systems ('SVS') saw a lower
first half than last year due to the comparative period including
the delivery of a sputtering system. SVS continues to execute on
two large projects, so its revenues will be more evenly split this
financial year. Fraser Anti-Static Techniques saw strong year on
year revenue growth as its geographic markets started to recover.
Graticules Optics delivered a strong first half with increased
demand for its reticles and TEM grid products.
Sales in Industrial & Scientific
Sensors increased by 10.7% to £8.4m (H1 FY24: £7.6m). On an organic
basis, revenues declined by 4.5% because of lower product sales at
Astles Control Systems. This was due to an expected post COVID
reduction in demand for its chemical dosing systems.
Laboratory Equipment revenues
reduced by 16.5% to £10.9m (H1 FY24: £13.0m) due to challenging
trading conditions earlier in the year, which impacted all the
businesses in this segment. The closure of Synoptics' US office,
Synoptics Inc., resulted in some restructuring charges. The organic
reduction was 12.0% after excluding the FY24 divestment of Uniform
Engineering and closure of Synoptics Inc. Safelab encountered
customer driven delays on executing a large fume cupboard order
which has pushed revenues into the second half. Safelab's order
book remains robust. Monmouth's order intake has started to improve
over recent months, and its performance is expected to improve
further over the second half of the year.
Profits
Gross margins (on materials only)
improved to 65.4% (H1 FY24: 63.0%), which was encouraging, as the
Group sought to pass on cost increases and maintain margin
discipline. Overheads and wages growth was in line with inflation
when excluding acquisitions and disposals/closures.
In addition to the performance
measures defined under IFRS, the Group also provides adjusted
results in which certain one-time and non-cash charges are
excluded, to help shareholders understand the underlying operating
performance. These adjustments totalled £1.5m (H1 FY24:
£1.0m).
Adjusted Group profit before tax
decreased to £3.2m (H1 FY24: £3.7m). Statutory Group profit before
tax decreased to £1.7m (H1 FY24: £2.7m).
Our effective tax rate has increased
to 26.8% (on statutory PBT) (H1 FY24: 24.9%) following the changes
to the R&D credit regime this financial year.
Basic earnings per share reduced to
1.19p (H1 FY24: 1.92p); diluted earnings per share decreased to
1.18p (H1 FY24: 1.89p). Adjusted diluted earnings per share reduced
to 2.37p (H1 FY24: 2.68p).
Cash flow
Cash generated from operations
increased to £4.7m (H1 FY24: £3.3m) which was a pleasing
performance. Working capital was flat over the period due to a
£2.1m reduction in trade and other receivables offset by a £1.7m
reduction in trade and other payables. Inventories increased by
£0.4m over the half. Customer advances were £2.0m at the period end
(H1 FY24: £2.2m).
The InspecVision acquisition costs
were £6.4m total cash consideration, with £750k in loans repaid
immediately following the close of the transaction. This represents
a net cash outflow of £5.6m.
Net debt, or bank debt less cash,
increased to £17.1m at 31 October 2024 compared to £13.2m at 30
April 2024 and 31 October 2023, following the acquisition of
InspecVision just prior to the period end, which added £5.7m in
additional borrowings. This represents a net debt: EBITDA
ratio of 1.43x (rolling last 12 months calculation basis). At 31
October 2024, the Group had £6.7m of headroom within its £25m
committed loan facility with HSBC. A £5m accordion option remains
available to the Group (at the discretion of HSBC) for future
exercise.
The Group has sufficient access to
funds, alongside its cash flow, to acquire new companies and invest
in our current portfolio of businesses.
Outlook
Whilst conditions in the life
sciences and biomedical markets (in particular) were challenging in
the early part of the financial year, we have seen most markets
improving as the year has progressed, with increased order intake
during the first half and increased sales later in the half. We
remain on track to meet market expectations* for profits, with an
increased second half weighting supported by an improved
orderbook. The impact on sales in the lab
equipment segment over the first half has now led to lower expected
Group revenues for FY25, which has been offset by improved gross
margins and cost efficiencies.
There remains a huge market
opportunity for the offering of our diverse but complementary
portfolio of businesses, particularly around enabling efficiency
and sustainability across science and industry. There is also a
real opportunity to further expand our community of entrepreneurial
leaders that sit within the businesses in our Group.
Alongside the focus on
delivering our strategy to support organic
growth across our portfolio businesses, we continue to drive our
inorganic strategy, underpinned by a proven track record of
delivering value-enhancing acquisitions. These efforts combine to
strengthen the SDI proposition and deliver our long term growth
objectives.
Stephen Brown, Chief Executive
Officer
4 December 2024
* Analysts from SDI's broker Cavendish Capital Markets Limited,
and from Progressive Equity Research regularly provide research on
the Company, accessible from our
website, and the Group considers the average of their forecasts to
represent market expectations. Prior to this announcement, FY25
expectations were Revenue of £70.45m, Adjusted Operating Profit of
£10.0m and Adjusted Profit Before Tax of £8.4m.
Consolidated income statement
Unaudited for the six months ended
31 October 2024
Note
|
|
6 months to
31 October
2024
Unaudited
£'000
|
|
*Restated
6 months to
31
October
2023
Unaudited
£'000
|
|
12 months
to
30
April
2024
Audited
|
Revenue
|
|
|
30,911
|
|
32,215
|
|
|
Other income
|
|
|
150
|
|
59
|
|
|
Operating costs
|
5
|
|
(28,627)
|
|
(28,865)
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
2,434
|
|
3,409
|
|
|
|
|
|
|
|
|
|
|
Net financing expense
|
|
|
(738)
|
|
(754)
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation
|
|
|
1,696
|
|
2,655
|
|
|
|
|
|
|
|
|
|
|
Income tax charge
|
8
|
|
(454)
|
|
(662)
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
1,242
|
|
1,993
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
Equity holders of the parent
company
|
|
|
1,214
|
|
1,978
|
|
|
Non-controlling interest
|
|
|
28
|
|
15
|
|
|
Profit for the period
|
|
|
1,242
|
|
1,993
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
6
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
1.19p
|
|
1.92p
|
|
|
Diluted earnings per
share
|
|
|
1.18p
|
|
1.89p
|
|
|
*see note 5
Consolidated statement
of comprehensive income
Unaudited at 31 October
2024
|
|
6 months to
31 October
2024
Unaudited
£'000
|
6 months
to
31
October
2023
Unaudited
£'000
|
12 months
to
30
April
2024
Audited
|
Profit for the period
|
|
1,242
|
1,993
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
Items that will subsequently be reclassified to profit and
loss:
|
|
|
|
|
Exchange differences on translating foreign
operations
|
|
(81)
|
(4)
|
|
Total comprehensive profit for the period
|
|
1,161
|
1,989
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
Equity holders of the parent
company
|
|
|
1,133
|
|
1,974
|
|
|
Non-controlling interest
|
|
|
28
|
|
15
|
|
|
Total comprehensive profit for the period
|
|
|
1,161
|
|
1,989
|
|
|
Consolidated balance sheet
Unaudited at 31 October
2024
|
Note
|
31 October
2024
Unaudited
£'000
|
*Restated
31
October
2023
Unaudited
£'000
|
30
April
2024
Audited
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
|
47,217
|
40,584
|
42,040
|
Property, plant and
equipment
|
|
8,311
|
8,200
|
8,219
|
Right-of-use leased
assets
|
|
6,342
|
6,430
|
6,488
|
Investments in associated
undertakings
|
|
-
|
24
|
-
|
Deferred tax asset
|
10
|
142
|
147
|
144
|
|
|
62,012
|
55,385
|
56,891
|
Current assets
|
|
|
|
|
Inventories
|
|
11,629
|
11,937
|
10,577
|
Trade and other
receivables
|
|
11,205
|
10,086
|
12,677
|
Corporation tax asset
|
|
292
|
495
|
87
|
Cash and cash equivalents
|
|
1,195
|
1,546
|
1,430
|
|
|
24,321
|
24,064
|
24,771
|
|
|
|
|
|
Total assets
|
|
86,333
|
79,449
|
81,662
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
7
|
(24,173)
|
(20,739)
|
|
Provisions
|
|
(235)
|
-
|
|
Deferred tax liability
|
10
|
(5,595)
|
(4,604)
|
|
|
|
(30,003)
|
(25,343)
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(8,584)
|
(9,768)
|
|
Provisions
|
|
(53)
|
(77)
|
|
Borrowings
|
7
|
(953)
|
(780)
|
|
|
|
(9,590)
|
(10,625)
|
|
|
|
|
|
|
Total liabilities
|
|
(39,593)
|
(35,968)
|
|
|
|
|
|
|
Net
assets
|
|
46,740
|
43,481
|
|
Equity
|
|
|
|
|
Share capital
|
|
1,046
|
1,041
|
1,046
|
Merger reserve
|
|
2,606
|
2,606
|
2,606
|
Merger relief reserve
|
|
424
|
424
|
424
|
Share premium account
|
|
10,858
|
10,778
|
10,858
|
Share-based payment
reserve
|
|
914
|
757
|
764
|
Foreign exchange reserve
|
|
61
|
177
|
143
|
Retained earnings
|
|
30,789
|
27,651
|
29,575
|
Total equity due to shareholders
|
|
46,698
|
43,434
|
45,416
|
|
|
|
|
|
Non-controlling interest
|
|
42
|
47
|
14
|
Total equity
|
|
46,740
|
43,481
|
45,430
|
*see note 10
Consolidated statement of cash
flows
Unaudited for the six months ended
31 October 2024
|
Note
|
6 months to
31 October
2024
Unaudited
£'000
|
6 months
to
31
October
2023
Unaudited
£'000
|
12 months
to
30
April
2024
Audited
|
Operating activities
|
|
|
|
|
Profit for the year
|
|
1,242
|
1,993
|
4,254
|
Depreciation
|
|
1,017
|
1,007
|
2,021
|
Amortisation
|
|
1,030
|
998
|
1,963
|
Finance costs and income
|
|
738
|
754
|
1,627
|
Increase/(decrease) in
provisions
|
|
21
|
10
|
(15)
|
Taxation in the income
statement
|
|
454
|
662
|
1,409
|
Employee share-based
payments
|
|
150
|
200
|
128
|
Operating cash flows before movement in working
capital
|
|
4,652
|
5,624
|
11,387
|
|
|
|
|
|
(Increase)/decrease in
inventories
|
|
(414)
|
1,567
|
3,343
|
Decrease/(increase) in trade and
other receivables
|
|
2,128
|
1,894
|
(92)
|
Decrease in trade and other
payables
|
|
(1,685)
|
(5,770)
|
(5,252)
|
Cash generated from operations
|
|
4,681
|
3,315
|
9,386
|
|
|
|
|
|
Interest paid
|
|
(738)
|
(754)
|
(1,627)
|
Income taxes paid
|
|
(912)
|
(1,413)
|
(1,925)
|
Cash generated from operating activities
|
|
3,031
|
1,148
|
5,834
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Capital expenditure on fixed
assets
|
|
(589)
|
(556)
|
(966)
|
Sale of property, plant and
equipment
|
|
50
|
20
|
144
|
Expenditure on development and other
intangibles
|
|
(321)
|
(232)
|
(820)
|
Payment of deferred
consideration
|
|
-
|
-
|
(961)
|
Proceeds from loan
settlement
|
|
750
|
-
|
-
|
Acquisition of subsidiaries, net of
cash
|
|
(6,393)
|
-
|
(2,386)
|
Net
cash used in investing activities
|
|
(6,503)
|
(768)
|
(4,989)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Finance leases repayments
|
|
(357)
|
(384)
|
(796)
|
Dividends paid to non-controlling
interests in subsidiaries
|
|
-
|
-
|
(41)
|
Proceeds from bank
borrowing
|
|
6,925
|
-
|
3,700
|
Repayment of borrowings
|
|
(3,250)
|
(1,250)
|
(5,100)
|
Issues of shares and proceeds from
option exercise
|
|
-
|
-
|
85
|
Net
cash from/(used in) financing
|
|
3,318
|
(1,634)
|
(2,152)
|
|
|
|
|
|
Net
changes in cash and cash equivalents
|
|
(154)
|
(1,254)
|
(1,307)
|
|
|
|
|
|
Cash and cash equivalents, beginning of
period
|
|
1,430
|
2,711
|
2,711
|
Foreign currency movements on cash balances
|
|
(81)
|
89
|
26
|
Cash and cash equivalents, end of period
|
|
1,195
|
1,546
|
1,430
|
Notes to the interim financial statements
1.
General information and basis of preparation
SDI Group plc (the "Company"), a
public limited company, is the Group's ultimate parent. It is
registered in England and Wales. The
consolidated interim financial statements of the Company for the
period ended 31 October 2024 comprise the Company
and its subsidiaries (together referred to as the
"Group").
The unaudited consolidated interim
financial statements are for the six months ended 31 October 2024.
These interim financial statements have
been prepared using the recognition and measurement principles
of International Accounting Standards in
conformity with the requirements of the Companies Act 2006.
The consolidated interim financial information has
been prepared under the historical cost convention, as modified by
the recognition of certain financial instruments at fair value. The
consolidated interim financial statements are presented in British
pounds (£), which is also the functional currency of the
ultimate parent company.
The consolidated interim financial
information was approved by the Board of Directors on 4 December
2024.
The financial information set out in
this interim report does not constitute statutory accounts as
defined in section 435 of the Companies Act 2006. The figures for
the year ended 30 April 2024 have been extracted from the statutory
financial statements of SDI Group plc which have been filed with
the Registrar of Companies. The auditor's report on those financial
statements was unqualified and did not contain a statement under
section 498(2) or 498(3) of the Companies Act 2006. The financial
information for the six months ended 31 October 2024 and for the
six months ended 31 October 2023 has not been audited or reviewed
by the auditors pursuant to the Financial Reporting Council's
relevant guidance.
2.
Principal accounting policies
The principal accounting policies
adopted in the preparation of the condensed consolidated interim
information are consistent with those followed in the preparation
of the Group's financial statements for the year ended 30 April
2024.
The accounting policies have been
applied consistently throughout the Group for the purposes of
preparation of these interim financial statements.
3.
Alternative Performance Measures
The Group uses Gross Profit (on
materials only), Adjusted Operating Profit, Adjusted Profit Before
Tax, Adjusted Diluted EPS and Net Operating Assets as supplemental
measures of the Group's profitability and investment in
business-related assets, in addition to measures defined under
IFRS. The Group considers these useful due to the exclusion of
specific items that are considered to hinder comparison of
underlying profitability and investments of the Group's segments
and businesses and is aware that shareholders use these measures to
evaluate performance over time. The adjusting items for the
alternative measures of profit are either recurring but non-cash
charges (share-based payments and amortisation of acquired
intangible assets) or exceptional items (reorganisation costs and
acquisition costs). Some items, e.g., impairment of intangibles are
both non-cash and exceptional.
APM
|
Description
|
Gross profit (on materials only)
|
Gross profit excluding any labour
costs
|
Adjusted operating profit
|
Reported profit excluding any
recurring but non-cash charges or exceptional items
|
Adjusted profit before tax
|
Adjusted diluted EPS
|
Total net income divided by the
weighted average number of shares outstanding and dilutive
shares
|
Net
operating assets
|
The total of all assets directly
linked to the main operations minus all operational
liabilities
|
The following table is included to
define the term Gross Profit (on materials only):
|
6 months to
31 October
2024
Unaudited
£'000
|
*Restated
6 months to
31
October
2023
Unaudited
£'000
|
12 months
to
30
April
2024
Audited
£'000
|
Revenue
|
30,911
|
|
|
Cost of purchases
|
(10,699)
|
|
|
Gross Profit (on materials only)
|
20,212
|
|
|
Gross Margin (on materials only)
|
65.4%
|
|
|
*see note 5
The following table is included to
define the term Adjusted Operating Profit:
|
6 months to
31 October
2024
Unaudited
£'000
|
6 months
to
31
October
2023
Unaudited
£'000
|
12 months
to
30
April
2024
Audited
|
Operating Profit (as reported)
|
2,434
|
3,409
|
|
|
|
|
|
Adjusting items (all
costs):
|
|
|
|
Non-underlying items
|
|
|
|
Share based payments
|
150
|
200
|
|
Amortisation of acquired intangible
assets
|
796
|
758
|
|
Exceptional items
|
|
|
|
Reorganisation costs
|
265
|
-
|
|
Acquisition costs
|
249
|
62
|
|
Total adjusting items
|
1,460
|
1,020
|
|
|
|
|
|
Adjusted Operating Profit
|
3,894
|
4,429
|
|
Adjusted Profit Before Tax is
defined as follows:
|
6 months to
31 October
2024
Unaudited
£'000
|
6 months
to
31
October
2023
Unaudited
£'000
|
12 months
to
30
April
2024
Audited
|
Profit Before Tax (as reported)
|
1,696
|
|
5,663
|
|
|
|
|
Adjusting items (as
above)
|
1,460
|
|
2,288
|
|
|
|
|
Adjusted Profit Before Tax
|
3,156
|
|
7,951
|
Adjusted EPS is defined as
follows:
|
6 months to
31 October
2024
Unaudited
£'000
|
6 months
to
31
October
2023
Unaudited
£'000
|
12 months
to
30
April
2024
Audited
|
Profit for the Period (as reported)
|
1,242
|
|
4,254
|
|
|
|
|
Adjusting items (as
above)
|
1,460
|
|
2,288
|
Less: taxation on adjusting items
calculated at the UK statutory rate
|
(199)
|
(190)
|
(462)
|
Adjusted profit for the
period
|
2,503
|
|
6,080
|
|
|
|
|
Divided by diluted weighted average
number of shares in issue (note 6)
|
105,586,140
|
|
105,253,543
|
|
|
|
|
Adjusted Diluted EPS
|
2.37p
|
|
5.78p
|
Net Operating Assets is defined as
follows:
|
31 October
2024
Unaudited
£'000
|
*Restated
31 October
2023
Unaudited
£'000
|
30
April
2024
Audited
|
Net
Assets
|
46,740
|
43,481
|
|
|
|
|
|
Deferred tax asset*
|
(142)
|
(147)
|
|
Corporation tax asset
|
(292)
|
(495)
|
|
Cash and cash equivalents
|
(1,195)
|
(1,546)
|
|
Borrowings and lease liabilities
(current and non-current)
|
25,126
|
21,519
|
|
Deferred & contingent
consideration
|
500
|
961
|
|
Deferred tax liability*
|
5,595
|
4,604
|
|
Total adjusting items
|
29,592
|
24,896
|
|
|
|
|
|
Net
Operating Assets
|
76,332
|
68,377
|
|
*see note 10
4.
Segmental analysis
The previous segment structure,
comprising Digital Imaging and Sensors and Control, has been in
place since 2019. After a strategic review during the previous
financial year, the Board considers this segment structure is no
longer appropriate and decided to create the following three
segments with effect from the start the current financial year: Lab
Equipment, Industrial & Scientific Sensors and Industrial &
Scientific Products. This new segment structure is expected to
encourage synergies between Group companies and support portfolio
adhesion. The Group will assign existing resources to drive these
strategic benefits.
It is expected that the structure
will advance the Group strategy by supporting businesses growth and
profitability in route to market, enhanced value proposition and
exploit value creation opportunities through the sharing and
rebalancing of resource, joined up marketing activities and
operational economies of scale.
|
6 months to
31 October
2024
Unaudited
£'000
|
Restated 6
months to
31
October
2023
Unaudited
£'000
|
Restated
12 months to
30
April
2024
Audited
|
Revenues
|
|
|
|
Lab Equipment
|
10,850
|
13,000
|
|
Industrial & Scientific
Sensors
|
8,402
|
7,591
|
|
Industrial & Scientific
Products
|
11,659
|
11,624
|
|
Group
|
30,911
|
32,215
|
|
|
|
|
|
Adjusted operating profit
|
|
|
|
Lab Equipment
|
782
|
1,411
|
|
Industrial & Scientific
Sensors
|
1,832
|
2,038
|
|
Industrial & Scientific
Products
|
2,310
|
1,976
|
|
Central costs
|
(1,030)
|
(996)
|
|
Group
|
3,894
|
4,429
|
|
|
|
|
|
Amortisation of acquired intangible assets
|
|
|
|
Lab Equipment
|
(193)
|
(272)
|
|
Industrial & Scientific
Sensors
|
(290)
|
(257)
|
|
Industrial & Scientific
Products
|
(313)
|
(229)
|
|
Group
|
(796)
|
(758)
|
|
Adjusted Operating Profit has been
defined in note 3.
Analysis of amortisation of acquired
intangible assets has been included separately as the Group
considers it to be an important component of profit which is
directly attributable to the reported segments.
4.
Segmental analysis (continued)
|
31 October
2024
Unaudited
£'000
|
Restated
31 October
2023
Unaudited
£'000
|
Restated
30 April
2024
Audited
|
Operating Assets excluding acquired intangible
assets
|
|
|
|
Lab Equipment
|
18,037
|
19,171
|
|
Industrial & Scientific
Sensors
|
6,618
|
5,509
|
|
Industrial & Scientific
Products
|
12,607
|
11,647
|
|
Central costs
|
1,497
|
1,013
|
|
Group
|
38,759
|
37,340
|
|
|
|
|
|
Acquired intangible assets
|
|
|
|
Lab Equipment
|
8,343
|
8,837
|
|
Industrial & Scientific
Sensors
|
12,722
|
11,469
|
|
Industrial & Scientific
Products
|
24,878
|
19,594
|
|
Group
|
45,943
|
39,900
|
|
|
|
|
|
Operating Liabilities
|
|
|
|
Lab Equipment
|
(3,989)
|
(4,256)
|
|
Industrial & Scientific
Sensors
|
(2,277)
|
(2,334)
|
|
Industrial & Scientific
Products
|
(1,649)
|
(1,770)
|
|
Central costs
|
(455)
|
(503)
|
|
Group
|
(8,370)
|
(8,863)
|
|
|
|
|
|
Net
Operating Assets
|
|
|
|
Lab Equipment
|
22,391
|
23,752
|
|
Industrial & Scientific
Sensors
|
17,063
|
14,644
|
|
Industrial & Scientific
Products
|
35,836
|
29,471
|
|
Central costs
|
1,042
|
510
|
|
Group
|
76,332
|
68,377
|
|
Net operating assets has been
defined in note 3.
5
Operating costs
|
31 October
2024
Unaudited
£'000
|
*Restated
31 October
2023
Unaudited
£'000
|
30
April
2024
Audited
|
Raw materials and
consumables
|
10,699
|
11,908
|
|
Staff costs
|
12,040
|
11,907
|
|
Other administrative
expenses
|
5,888
|
5,050
|
|
|
28,627
|
28,865
|
|
*The
directors have reviewed the disclosure for the consolidated income
statement and statement of comprehensive income. We consider the
IAS1 presentation of expenses by nature better reflects SDI's
business and hence have adjusted the format accordingly. This is a
presentational adjustment only and does not impact on reported
profit before tax.
6.
Earnings per share
The calculation of the basic
earnings per share is based on the profits attributable to the
shareholders of SDI Group plc divided by the
weighted average number of shares in issue during the period. All
profit per share calculations relate to continuing
operations of the Group.
|
Profit
for
the period
£'000
|
Weighted
average
number
of
shares
|
Earnings
per
share
amount
in
|
Basic earnings per share:
|
|
|
|
Period ended 31 October 2024
|
1,242
|
104,551,326
|
|
Period ended 31 October
2023
|
1,993
|
104,050,044
|
|
Year ended 30 April 2024
|
4,254
|
104,099,565
|
|
|
|
|
|
Dilutive effect of share options:
|
|
|
|
Period ended 31 October 2024
|
|
1,034,814
|
|
Period ended 31 October
2023
|
|
1,192,024
|
|
Year ended 30 April 2024
|
|
1,153,978
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
Period ended 31 October 2024
|
1,242
|
105,586,140
|
|
Period ended 31 October
2023
|
1,993
|
105,242,068
|
|
Year ended 30 April 2024
|
4,254
|
105,253,543
|
|
7.
Borrowings
|
31 October
2024
Unaudited
£'000
|
31 October
2023
Unaudited
£'000
|
30
April
2024
Audited
|
Current liabilities:
|
|
|
|
Leases
|
953
|
780
|
841
|
|
953
|
780
|
841
|
Non-current liabilities:
|
|
|
|
Bank finance
|
18,275
|
14,750
|
14,600
|
Finance lease liabilities
|
5,898
|
5,989
|
6,036
|
|
24,173
|
20,739
|
20,636
|
|
|
|
|
Total borrowings
|
25,126
|
21,519
|
21,477
|
Bank finance relates to amounts
drawn down under the Group's bank facility with HSBC Bank plc,
which is secured against all assets of the Group. On 1 November
2021 the Group renewed and expanded its committed loan facility
with HSBC to £20m, with an accordion option of an additional £10m
and with a termination date of 1 November 2024 extendable for two
further years. On 30 November 2022, the Group reached an agreement
with HSBC to exercise £5m of an available £10m accordion option,
which increased the committed loan facility from £20m to £25m. The
balance of the accordion option (£5m) remains available to the
Group (at the discretion of HSBC) for future exercise. In April
2024, HSBC approved an extension of the repayment date by one year
to November 2026. At the end of the period to 31 October 2024 the
Group had drawn down £18.3m of its revolving credit facility,
leaving £6.7m in headroom (excluding the additional £5m accordion
option).
8.
Taxation
The Group has estimated an effective
tax rate of 26.8% (H1 FY24: 24.9%) for the year and has applied
this rate to the profit before tax for the period.
9.
Business combinations
On 29 October 2024, the Company
acquired 100% of the share capital of InspecVision Limited, a
company incorporated in England and Wales, for a consideration
payable in cash.
The assets and liabilities acquired
were as follows:
|
Book value
£'000
|
Fair Value
adjustment
£'000
|
Fair Value
£'000
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Intangible assets
|
-
|
3,550
|
3,550
|
Property, plant &
equipment
|
92
|
-
|
92
|
Total non-current assets
|
92
|
3,550
|
3,642
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
638
|
-
|
638
|
Trade and other
receivables
|
3,004
|
-
|
3,004
|
Cash and cash equivalents
|
178
|
-
|
178
|
|
|
|
|
Liabilities
|
|
|
|
Trade and other payables
|
(132)
|
-
|
(132)
|
Deferred tax liability
|
(108)
|
(888)
|
(996)
|
Net
assets acquired
|
3,672
|
2,662
|
6,334
|
Goodwill
|
|
|
2,337
|
Consideration and cost of investment
|
|
|
8,671
|
|
|
|
|
Fair value of consideration transferred
|
|
|
|
Cash paid
|
|
|
6,565
|
Less: cash acquired
|
|
|
(172)
|
Net cash paid in year (see cash
flow)
Non-cash item: Acquired receivable
netted on consolidation against SDI loan payable
|
|
|
6,393
1,606
|
Cash acquired
|
|
|
172
|
Deferred payment
|
|
|
500
|
|
|
|
8,671
|
A loan of £750k was repaid
immediately post-acquisition taking the net cash paid from £6,393k
to £5,643k.
Due to the short period of time
since acquisition, fair value adjustments are provisional and will
be finalised within twelve months of acquisition date.
InspecVision Limited was acquired on
29 October 2024 and therefore did not contribute any revenue or
profit to the Group in the first half of the year.
If the acquisition of InspecVision
Limited had been completed on the first day of the financial year,
the additional impact on group revenues for the period are
estimated to have been £1.5m and the additional impact on group
profit is estimated to have been £343k (before exceptional items)
or £466k (after exceptional items), before an additional £0.2m of
amortisation expense.
The goodwill of £2,337k arising from
the acquisition relates to the assembled workforce and to expected
future profitability, synergy and growth expectations.
The deferred tax liability has been
calculated on the amortisable intangible assets using the current
enacted statutory tax rate of 25%.
10.
Prior year restatement
In prior periods, the deferred tax
assets and liabilities were shown gross of one another whereas they
should have been netted off by jurisdiction. This has been
corrected. As a result of this restatement, previously reported
non-current assets and total assets for the period ended 31 October
2023 have decreased by £558k and previously reported provisions for
liabilities and charges and total liabilities have also decreased
by £558k. The previously reported net asset figures for the year
ended 31 October 2023 is unchanged. There has been no impact on
previously reported profits in the period.