RNS Number : 8768O
SDI Group PLC
05 December 2024
 

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

 Vigo Consulting (Financial Communications)

 Tim McCall/Rozi Morris/Fiona Hetherington

 

     +44 (0)20 7390 0230

SDIGroup@vigoconsulting.com 

 

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

£'000

Revenue

 

 

30,911


 32,215

 

65,846

Other income

 

 

150


59

 

104

Operating costs

5

 

(28,627)


(28,865)

 

(58,660)


 

 

 



 

 

Operating profit

 

 

2,434


3,409

 

7,290

 

 

 

 



 

 

Net financing expense

 

 

(738)


(754)

 

(1,627)


 

 

 



 

 

Profit before taxation

 

 

1,696


 2,655

 

5,663


 

 

 



 

 

Income tax charge

8

 

(454)


(662)

 

(1,409)


 

 

 



 

 

Profit for the period

 

 

1,242


 1,993

 

4,254

 

 

 

 



 

 

Attributable to:

 

 

 

 


 

 

Equity holders of the parent company

 

 

 

1,214

 

 

 1,978

 

 

4,231

Non-controlling interest

 

 

28

 

 15

 

23

Profit for the period

 

 

1,242


 1,993

 

4,254

 

 

 

 



 

 

Earnings per share

6

 

 



 

 

Basic earnings per share


 

1.19p


1.92p

 

4.09p

Diluted earnings per share


 

1.18p


1.89p

 

4.04p

*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

£'000

Profit for the period

 

1,242

 1,993

4,254

 

 

 


 

Other comprehensive income

 

 


 

Items that will subsequently be reclassified to profit and loss:

 

 


 

Exchange differences on translating foreign operations

 

 

(81)

 

(4)

 

(38)

Total comprehensive profit for the period

 

1,161

1,989

4,216

 


 

 



 

 

Attributable to:


 

 

 


 

 

Equity holders of the parent company


 

1,133

 

 1,974

 

4,193

Non-controlling interest


 

28

 

 15

 

 23

Total comprehensive profit for the period


 

1,161


1,989

 

4,216



Consolidated balance sheet

Unaudited at 31 October 2024

 


Note

31 October

2024

Unaudited

£'000

*Restated

31 October

2023

Unaudited

£'000

30 April

2024

Audited

£'000

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)

(20,636)

Provisions

 

(235)

-

(245)

Deferred tax liability

10

(5,595)

(4,604)

(4,841)


 

 (30,003)

(25,343)

(25,722)

Current liabilities

 

 


 

Trade and other payables

 

(8,584)

(9,768)

(9,647)

Provisions

 

(53)

(77)

(22)

Borrowings

7

(953)

(780)

(841)



(9,590)

(10,625)

(10,510)

 


 


 

Total liabilities


(39,593)

(35,968)

(36,232)

 


 


 

Net assets


46,740

43,481

45,430

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

£'000

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


 

 



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

Consolidated statement of changes in equity

Unaudited for the six months ended 31 October 2024

 

6 months to 31 October 2024 - unaudited

Share

capital

£'000

Merger

reserve

£'000

 

Merger relief reserve

£'000

Foreign

exchange

£'000

Share

premium

£'000

Share-based payment reserve

£'000

Retained

earnings

£'000

Total equity due to shareholders

£'000

Non-controlling interest

£'000

 

Total

£'000

Balance at 30 April 2024

1,046

2,606

424

143

10,858

764

29,575

45,416

14

45,430

Share based payments

-

-

-

-

-

150

-

150

-

150

Transactions with owners

-

-

-

-

-

150

-

150

-

150

Profit for the period

-

-

-

-

-

-

1,214

1,214

28

1,242

Foreign exchange on consolidation of subsidiaries

 

-

 

-

 

-

 

(82)

 

-

 

-

 

-

 

(82)

 

-

 

(82)

Total comprehensive income for the period

 

-

 

-

 

-

 

(82)

 

-

 

-

 

1,214

 

1,132

 

28

 

1,160

Balance at 31 October 2024

1,046

2,606

 

424

61

10,858

 

914

 

30,789

 

46,698

 

42

 

46,740

 

 

 

6 months to 31 October 2023 - unaudited

Share

capital

£'000

Merger

reserve

£'000

 

Merger relief reserve

£'000

Foreign

exchange

£'000

Share

premium

£'000

Share-based payment reserve

£'000

Retained

earnings

£'000

Total equity due to shareholders

£'000

Non-controlling interest

£'000

 

Total

£'000

Balance at 30 April 2023

1,041

2,606

424

181

10,778

557

25,673

41,260

32

41,292

Share based payments

-

-

-

-

-

200

-

200

-

200

Transactions with owners

-

-

-

-

-

200

-

200

-

200

Profit for the period

-

-

-

-

-

-

1,978

1,978

15

1,993

Foreign exchange on consolidation of subsidiaries

 

-

 

-

 

-

 

(4)

 

-

 

-

 

-

 

(4)

 

-

 

(4)

Total comprehensive income for the period

 

-

 

-

 

-

 

(4)

 

-

 

-

 

1,978

 

1,974

 

15

 

1,989

Balance at 31 October 2023

1,041

2,606

 

424

177

10,778

 

757

 

27,651

 

43,434

 

47

 

43,481

 

 

 

 

 

 

Consolidated statement of changes in equity (continued)

Unaudited for the six months ended 31 October 2024

 

12 months to 30 April 2024 - audited

Share

capital

£'000

Merger

reserve

£'000

 

Merger relief reserve

£'000

Foreign

exchange

£'000

Share

premium

£'000

Share-based payment reserve

£'000

Retained

earnings

£'000

Total equity due to shareholders

£'000

Non-controlling interest

£'000

 

Total

£'000

Balance at 30 April 2023

1,041

2,606

424

181

10,778

557

25,673

41,260

32

41,292

Shares issued

5

-

-

-

80

-

-

85

-

85

Tax in respect of share options

 

-

 

-

 

-

 

-

 

-

 

-

 

(249)

 

(249)

 

-

 

(249)

Share based payment transfer

 

-

 

-

 

-

 

-

 

-

 

80

 

(80)

 

-

 

-

 

-

Share based payment charge

 

-

 

-

 

-

 

-

 

-

 

127

 

-

 

127

 

-

 

127

Dividends paid

-

-

-

-

-

-

-

-

(41)

(41)

Transactions with owners

5

-

-

-

80

207

(329)

(37)

(41)

(78)

Profit for the year

-

-

-

-

-

-

4,231

4,231

23

4,254

Other comprehensive income for the year:








 

 

 

Foreign exchange on consolidation of subsidiaries

 

-

 

-

 

-

 

(38)

 

-

 

-

 

-

 

(38)

 

-

 

(38)

Total comprehensive income for the period

 

-

 

-

 

-

 

(38)

 

-

 

-

 

4,231

 

4,193

 

23

 

4,216

Balance at 30 April 2024

1,046

2,606

424

143

10,858

764

29,575

45,416

14

45,430

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

32,215

65,846

Cost of purchases

(10,699)

(11,908)

(24,297)

Gross Profit (on materials only)

20,212

20,307

41,549

Gross Margin (on materials only)

65.4%

63.0%

63.1%

*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

£'000

Operating Profit (as reported)

2,434

3,409

7,290


 


 

Adjusting items (all costs):

 


 

Non-underlying items

 


 

Share based payments

150

200

128

Amortisation of acquired intangible assets

796

758

1,558

Exceptional items

 


 

Reorganisation costs

265

-

447

Acquisition costs

249

62

155

Total adjusting items

1,460

1,020

2,288


 


 

Adjusted Operating Profit

3,894

4,429

9,578

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

£'000

Profit Before Tax (as reported)

1,696

2,655

5,663


 

 


Adjusting items (as above)

1,460

1,020

2,288


 

 


Adjusted Profit Before Tax

3,156

3,675

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

£'000

Profit for the Period (as reported)

1,242

1,993

4,254


 

 


Adjusting items (as above)

1,460

1,020

2,288

Less: taxation on adjusting items calculated at the UK statutory rate

 

(199)

 

(190)

 

(462)

Adjusted profit for the period

2,503

2,823

6,080


 

 


Divided by diluted weighted average number of shares in issue (note 6)

105,586,140

105,242,068

105,253,543


 

 


Adjusted Diluted EPS

2.37p

2.68p

5.78p

 

Net Operating Assets is defined as follows:

 

 

 

31 October

2024

Unaudited

£'000

*Restated 31 October

2023

Unaudited

£'000

30 April

2024

Audited

£'000

Net Assets

46,740

 43,481

45,430


 


 

Deferred tax asset*

(142)

(147)

(144)

Corporation tax asset

(292)

 (495)

(87)

Cash and cash equivalents

(1,195)

 (1,546)

(1,430)

Borrowings and lease liabilities (current and non-current)

 

 25,126

 

21,519

 

21,477

Deferred & contingent consideration

 500

961

-

Deferred tax liability*

 5,595

4,604

4,841

Total adjusting items

29,592

24,896

24,657


 


 

Net Operating Assets

76,332

68,377

70,087

*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

£'000

Revenues

 


 

Lab Equipment

 10,850

 13,000

 26,835

Industrial & Scientific Sensors

 8,402

 7,591

 16,145

Industrial & Scientific Products

 11,659

 11,624

 22,866

Group

 30,911

 32,215

 65,846


 


 

Adjusted operating profit

 


 

Lab Equipment

782

 1,411

 3,103

Industrial & Scientific Sensors

1,832

 2,038

 4,319

Industrial & Scientific Products

2,310

 1,976

 3,986

Central costs

(1,030)

(996)

(1,830)

Group

 3,894

 4,429

 9,578


 


 

Amortisation of acquired intangible assets

 


 

Lab Equipment

(193)

(272)

(388)

Industrial & Scientific Sensors

(290)

(257)

(514)

Industrial & Scientific Products

(313)

(229)

(656)

Group

(796)

(758)

(1,558)

 

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

£'000

Operating Assets excluding acquired intangible assets

 


 

Lab Equipment

 18,037

 19,171

 19,783

Industrial & Scientific Sensors

 6,618

 5,509

 6,630

Industrial & Scientific Products

 12,607

 11,647

 11,886

Central costs

 1,497

 1,013

 827

Group

 38,759

 37,340

 39,126


 


 

Acquired intangible assets

 


 

Lab Equipment

 8,343

 8,837

 8,654

Industrial & Scientific Sensors

 12,722

 11,469

 13,000

Industrial & Scientific Products

 24,878

 19,594

 19,225

Group

 45,943

 39,900

 40,879


 


 

Operating Liabilities

 


 

Lab Equipment

(3,989)

(4,256)

(4,610)

Industrial & Scientific Sensors

(2,277)

(2,334)

(2,339)

Industrial & Scientific Products

(1,649)

(1,770)

(2,074)

Central costs

(455)

(503)

(895)

Group

(8,370)

(8,863)

(9,918)


 


 

Net Operating Assets

 


 

Lab Equipment

 22,391

 23,752

 23,827

Industrial & Scientific Sensors

 17,063

 14,644

 17,291

Industrial & Scientific Products

 35,836

 29,471

 29,037

Central costs

 1,042

 510

(68)

Group

 76,332

 68,377

 70,087

 

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

£'000

Raw materials and consumables

 10,699

 11,908

 24,297

Staff costs

 12,040

 11,907

 23,184

Other administrative expenses

 5,888

 5,050

 11,179

 

 28,627

 28,865

58,660

 

*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

pence

Basic earnings per share:

 

 

Period ended 31 October 2024

1,242

104,551,326

1.19

Period ended 31 October 2023

1,993

104,050,044

1.92

Year ended 30 April 2024

4,254

104,099,565

4.09




 

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

 1.18

Period ended 31 October 2023

1,993

105,242,068

1.89

Year ended 30 April 2024

4,254

105,253,543

4.04

 

7. Borrowings


31 October

2024

Unaudited

£'000

31 October 2023

Unaudited

£'000

30 April

2024

Audited

£'000

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.

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