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SDI GROUP PLC Earnings Release 2023

Dec 7, 2022

7905_er_2022-12-07_0a45c27d-e99c-407b-a429-797b499c465f.html

Earnings Release

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National Storage Mechanism | Additional information

RNS Number : 8145I

SDI Group PLC

07 December 2022

SDI Group plc

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

Interim results for the six months ended 31 October 2022

SDI Group plc, the AIM quoted Group focused on the design and manufacture of scientific and technology products for use in digital imaging and sensing and control applications, is pleased to announce another strong set of results and solid operational progress for the six months to the end of October 2022.

Financial Highlights

·      Revenue increased by 28.3% to £31.7m (H1 FY22: £24.7m)

·      Adjusted operating profit* for the period increased by 19.0% to £6.9m (H1 FY22: £5.8m)

o  Reported operating profit increased by 7.7% to £5.6m (H1 FY22: £5.2m)

·      Adjusted profit before tax* increased by 14.0% to £6.5m (H1 FY22: £5.7m)

o  Reported profit before tax increased by 3.9% to £5.3m (H1 FY22: £5.1m)

·      Adjusted diluted EPS* increased by 28.1% to 5.02p (H1 FY22: 3.92p)

o  Reported diluted EPS increased by 18.4% to 4.06p (H1 FY22: 3.43p)

Operational Highlights

·   Two new acquisitions added to the Group - LTE Scientific Limited and Fraser Anti-Static Techniques Limited

·     Growth over the first half of FY23, including 3.8% organic growth and 24.5% from acquisitions

Ken Ford, Chairman of SDI Group, said:

"We are pleased to report yet another strong set of financial results. SDI Group continues to execute on its business model, adding two quality businesses to our portfolio and maintaining growth. A higher interest rate environment will lead to a small increase in interest rate expense in the second half. We look forward to delivering a full year trading performance in line with market expectations."

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

Analysts from our Broker finnCap Limited and from Progressive Equity Research regularly provide research on the Company, and the Group considers the average of their forecasts to represent market expectations for FY23 being Sales of £66.3m and Adjusted Operating Profit of £12.80m

Enquiries

SDI Group plc                                                                                           01223 727144

Ken Ford, Chairman

Mike Creedon, CEO

Ami Sharma, CFO

www.sdigroup.com

finnCap Ltd                                                                                                         020 7220 0500

Ed Frisby/Seamus Fricker/Milesh Hindocha - Corporate Finance

Andrew Burdis/Sunila de Silva - ECM

SDl Group plc is an AIM quoted company specialising in the design and manufacture of products for use within a number of imaging and sensing and control applications including life sciences, healthcare, plastics and packaging, astronomy, precision optics, measurement instrumentation and art conservation markets.

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

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Chairman's statement

As the coronavirus pandemic partly recedes into the rear-view mirror, we emerge into a different more uncertain world, with high inflation and the UK economy fast approaching a recession, if it is not there already. In this sort of environment, our agile business model, which involves smaller niche autonomous businesses operating in a multitude of markets gives us the ability to respond quickly to market movements. We are still delivering products at volume that are being used in the Covid detection effort but, as previously communicated, it is expected that this will reduce over the second half of the year. However, our businesses have room to grow in their markets and we expect that to continue.

We acquired two new businesses in the first half of the financial year in line with our growth strategy. This brings the total number of businesses acquired over the calendar year to four. LTE Scientific Limited ("LTE") was acquired in July and Fraser Anti-Static Techniques Limited ("Fraser") in October. LTE is a UK company which specialises in the design, manufacture and servicing of sterilizers, decontamination and thermal processing equipment, used in the life science and medical market sectors. Fraser is a leading UK manufacturer of anti-static products which eliminate, clean, generate or measure static electricity in a variety of industries including plastics, packaging and printing, amongst others. Fraser's technologies and markets are unrelated to our current portfolio. However, LTE operates in a market with which we are already familiar. Both companies fit perfectly within our acquisition criteria and have become part of our Sensors and Control segment. These businesses will be operated separately from our existing businesses. We warmly welcome our new colleagues to the SDI Group.

Board

As previously communicated, Ami Sharma took over as CFO in August from Jon Abell who retired in September after a handover period.

In August, Andrew Hosty was appointed to the Board as a non-executive director as Isabel Napper stepped down. The Board intends to appoint another non-executive director in due course.

Trading

Demand from OEM customers was more variable this half year than the equivalent period last year. A strong market for chiller products and cameras was offset to some degree by continuing subdued demand for capital equipment purchases for general laboratory use. Positively, the easing of pandemic rules has made servicing activity easier to arrange and carry out. In common with manufacturing industry across the world, and perhaps especially in the UK, the pandemic is causing supply chain issues to all our businesses.  These continue to be a significant drain on management time, and our businesses are having to work hard to source components or modify designs for missing ones. This is expected to continue. It has impacted upon the timing of deliveries for some of our businesses.

Inflationary cost increases have, in general, been passed on to customers where possible and gross margins have generally held.

The good news is that the general level of sales enquiries remains at a strong level. Prior to the pandemic, trade fairs and exhibitions provided a robust avenue for generating sales leads and meeting OEMs. It is pleasing to report that in-person trade fairs and exhibitions have re-started and several of our businesses have attended them, with positive feedback received. Examples include ACHEMA (Berlin), Analytica (Frankfurt) and VISION (Stuttgart). Direct face to face meetings with customers, an effective method of launching new products, have become more common as business life starts to return to some level of normality.

The addition of LTE to the Group adds to our existing businesses, Monmouth, Safelab Systems and Synoptics, which sell into the laboratory market and provides an opportunity for synergies. The Group will maintain the identity and autonomy of these companies in their current locations, but the businesses are actively seeking and finding areas of co-operation to reduce costs and enhance their total customer offer.

Revenues

Group revenues increased by 28.3% to £31.7m (H1 FY22: £24.7m). The increase was driven by two major factors:

·    Our Atik Cameras business has continued to increase revenues year on year. This has been driven by sales of cameras to an international OEM for use in PCR machines as well as increased general demand for other types of cameras. We expect current orders, paid for in advance of shipment, to be fulfilled over the second half of the financial year, and we have no visibility of further orders from the international OEM customer. The business has, however, experienced strong organic growth when excluding this contract.

·    Acquisitions over the second half of FY22 and the first half of FY23, SVS, Safelab Systems and LTE, delivered £6.1m of sales. Both SVS and Safelab Systems are ahead of expectations, with LTE being acquired recently. Fraser was acquired at the very end of H1 FY23.

Organic revenue growth across the business was 3.8%. The three-year pandemic period from FY20 to FY22 produced revenue and profit fluctuations which have not fully settled yet, but H1 FY23 has stronger comparatives than H1 FY22. As noted above Atik Cameras continue to deliver on their large PCR camera order, whilst strong demand for scientific and industrial cooling systems drove growth at Applied Thermal. This was offset by a softer post COVID market for both Monmouth Scientific and Synoptics, particularly in the UK. Component delays have impacted upon Astles Control Systems and Chell Instruments delivery timings, but Sentek experienced strong demand for chemical sensors.

Sales in our Digital Imaging segment grew by 9.6% to £12.5m (H1 FY22: £11.4m) and sales in Sensors & Control were 44.4% higher at £19.2m (H1 FY22: £13.3m), the latter all acquisition driven.

Profits

Gross margins were lower than in H1 FY22, due to mix, with the acquisitions having slightly lower gross margins than the Group average. We have increased prices to offset the impacts of component and raw material price increases, and generally we have seen customer acceptance of this.

Overheads are higher than the comparative period mainly due to acquisitions, inflation, both for salaries and other overheads and some organic headcount increases. Most of our power and heat costs are fixed until Q1 2023.

Adjusted Group profit before tax increased by 14.0% to £6.5m (H1 FY22: £5.7m). Statutory Group profit before tax increased by 3.9% to £5.3m (H1 FY22: £5.1m) driven by the organic revenue growth and the contribution of the H2 FY22 acquired businesses.

In addition to the performance measures defined under IFRS, the Group also provides adjusted results in which certain one-time and non-cash charges are excluded, to help shareholders understand the underlying operating performance. Adjustments for the period were for the amortisation of acquired intangible assets, share-based payments and acquisition costs totalling £1.2m (H1 FY22: £0.6m).

Our effective tax rate (on adjusted profit before tax) was 16.2% (H1 FY22: 26.7%). The prior period effective tax rate was higher as it included an adjustment of £0.6m to align certain deferred tax assets and liabilities (except for deferred tax assets related to share options) to the new UK corporate tax rate of 25.0% from April 2023.

A £0.2m favourable impact from aligning the deferred tax asset for future share option gains to current share prices and tax rates has been booked directly to equity.

Basic earnings per share increased by 15.0% to 4.15p (H1 FY22: 3.61p); diluted earnings per share increased by 18.4% to 4.06p (H1 FY22: 3.43p). Adjusted diluted earnings per share increased by 28.1% to 5.02p (H1 FY22: 3.92p).

Cash flow

Cash generated from operations reduced to £1.9m (H1 FY22: £4.4m). The reduction was due to a £2m build-up of inventories to mitigate the impact of component shortages and PCR camera deliveries due to be shipped over the second half of the year and a £1.3m reduction in customer advances, largely due to PCR camera shipments in the first half.

The Group acquired two businesses over the period (see below). A total of £20.9m in cash was paid offset by a net £6.7m of cash acquired with the two businesses. In June 2022 we paid the deferred consideration of £2.4m for the prior year acquisition of Safelab Systems Limited. A further £1.0m in deferred consideration relating to the acquisition of Scientific Vacuum Systems Limited remains outstanding pending assessment of the earn-out conditions and is accrued in trade and other payables.

Net debt, or bank debt less cash, was £15.4m at 31 October 2022, compared to a net cash position at 30 April 2022 and 31 October 2021 of £1.1m at both dates.  This represents a net debt: EBITDA ratio of 1.0x, which compares to a 2.5x ceiling provided by our bank facility. At 31 October 2022, the Group had £1m of headroom within its £20m committed loan facility with HSBC. On 30 November 2022, the Group reached agreement with HSBC to exercise £5m of an available £10m accordion option, which increased the committed loan facility from £20m to £25m, hence increasing the available head room to £6m. The balance of the accordion option (£5m) remains available to the Group (at the discretion of HSBC) for future exercise. The Group has an unstretched balance sheet and has sufficient access to funds, alongside its steady cash flow, to acquire new companies and invest in our current portfolio of businesses.

Operations

Whilst staff turnover generally remains low, we continue to experience a tight labour market. We have managed to fill some, but not all, skilled vacancies relatively quickly. Cost increases, in relation to materials, have generally been passed on to customers.

Our rolling programme of upgrading manufacturing facilities across the Group continues with the refurbishment of the Graticules Optics factory in Tonbridge. This investment will bring a capacity increase as well as improving efficiency, staff comfort, product quality and image.

We continue to invest in expanding and enhancing our product range. The hiring of some new marketing talent has also resulted in some improved website designs with positive results to date.

Acquisitions

On 29 July 2022, the Group acquired 100% of the share capital of LTE for a total consideration of £5.5m, which included freehold ownership of its manufacturing facility, valued at approximately £1.7m. On the date of the acquisition, LTE had £2.6m of cash in hand.

LTE specialises in the design, manufacture and servicing of sterilizers, decontamination and thermal processing equipment, used in the life science and medical market sectors. Other manufactured products include environmental rooms and chambers, endoscope storage cabinets, laboratory ovens, incubators and drying cabinets. LTE operates in similar markets to Monmouth Scientific and Safelab Systems, albeit with different products, and is based in Greenfield, Greater Manchester.

On 21 October 2022, the Group acquired 100% of the share capital of Fraser Anti-Static Techniques Limited ("Fraser"), for a total consideration of £16.9m, of which £15.4m was paid before the period end and £1.5m (accrued in other payables) is due to be paid over the second half of the financial year. Approximately £1.0m of the deferred consideration is based on net assets on completion date. The total consideration includes freehold ownership of three of Fraser's manufacturing sites, valued at approximately £1.8m, and the business had approximately £4.1m of cash in hand on the date of completion.

Fraser is a leading UK manufacturer of anti-static products which eliminate, clean, generate or measure static electricity in a variety of industries including plastics, packaging, printing, food processing, medical and pharma amongst others. The business has sites in Bampton, Devon and Bristol as well as sales offices in Shanghai, China and Dresden, Germany. Fraser's markets are mainly global, and the business is considered to be one of the top ten suppliers of anti-static products.

Outlook

The COVID 19 related orders at Atik will complete this financial year, as has been previously communicated. The weighting of these camera deliveries are skewed to the first half of the year. SDI Group continues to execute on its business model, adding two quality businesses to our portfolio and maintaining growth. A higher interest rate environment will lead to a small increase in interest rate expense in the second half.  We look forward to delivering a full year trading performance in line with market expectations.

Ken Ford, Chairman

7 December 2022

Consolidated income statement

Unaudited for the six months ended 31 October 2022

Note 6 months to

31 October

2022

Unaudited

£'000
6 months to

31 October

2021

Unaudited

£'000
12 months to

30 April

2022

Audited

£'000
Revenue 31,720 24,655 49,656
Costs of sales (11,764) (8,783) (17,998)
Gross Profit 19,956 15,882 31,658
Other operating income 50 20 55
Operating expenses (14,383) (10,695) (21,534)
Operating profit 5,623 5,207 10,179
Net financing expense (318) (105) (295)
Profit before taxation 5,305 5,102 9,884
Income tax charge 8 (1,061) (1,526) (2,341)
Profit for the period 4,244 3,576 7,543
Earnings per share 5
Basic earnings per share 4.15p 3.61p 7.53p
Diluted earnings per share 4.06p 3.43p 7.23p

Consolidated statement of comprehensive income

Unaudited for the six months ended 31 October 2022

6 months to

31 October

2022

Unaudited

£'000
6 months to

31 October

2021

Unaudited

£'000
12 months to

30 April

2022

Audited

£'000
Profit for the period 4,244 3,576 7,543
Other comprehensive income
Exchange differences on translating foreign operations 170 (161) 46
Total comprehensive profit for the period 4,414 3,415 7,497

Consolidated balance sheet

Unaudited at 31 October 2022

Note 31 October

2022

Unaudited

£'000
31 October

2021

Unaudited

£'000
30 April

2022

Audited

£'000
Assets
Non-current assets
Intangible assets 47,264 25,730 36,035
Property, plant and equipment 15,015 4,225 11,379
Deferred tax asset 8 1,547 1,660 1,586
63,826 31,615 49,000
Current assets
Inventories 12,066 6,957 7,273
Trade and other receivables 11,566 7,786 7,544
Cash and cash equivalents 3,619 3,513 5,106
27,251 18,256 19,923
Total assets 91,077 49,871 68,923
Liabilities
Non-current liabilities
Borrowings 6 19,000 1,029 4,000
Lease liabilities 6 6,304 1,936 6,656
Deferred tax liability 8 5,795 2,993 4,417
31,099 5,958 15,073
Current liabilities
Trade and other payables 16,543 9,727 16,089
Provisions 88 230 163
Borrowings 6 - 1,371 -
Lease liabilities 6 802 498 779
Current tax payable 1,889 1,165 1,027
19,322 12,991 18,058
Total liabilities 50,421 18,949 33,131
Net assets 40,656 30,922 35,792
Equity
Share capital 1,027 996 1,022
Merger reserve 2,606 2,606 2,606
Merger relief reserve 424 424 424
Share premium account 10,093 9,359 9,905
Share-based payment reserve 656 728 320
Foreign exchange reserve 209 (76) 39
Retained earnings 25,641 16,885 21,476
Total equity 40,656 30,922 35,792

Consolidated statement of cash flows

Unaudited for the six months ended 31 October 2022

Note 6 months to

31 October

2022

Unaudited

£'000
6 months to

31 October

2021

Unaudited

£'000
12 months to

30 April

2022

Audited

£'000
Operating activities
Net profit for the period 4,244 3,577 7,543
Depreciation and amortisation 2,010 1,315 2,773
Finance costs and income 318 105 295
Impairment of intangibles - - 30
Changes in provisions (75) - (97)
Taxation expense in the income statement 1,061 1,526 2,341
Employee share-based payments 140 159 313
Operating cash flow before movement in working capital 7,698 6,682 13,198
Changes in inventories (1,906) (886) (365)
Changes in trade and other receivables (1,070) (573) 652
Changes in trade and other payables (2,847) (808) 1,204
Cash generated from operations 1,875 4,415 14,689
Interest paid (318) (105) (295)
Income taxes paid (691) (735) (1,290)
Cash generated from operating activities 866 3,575 13,104
Cash flows from investing activities
Capital expenditure on fixed assets (443) (510) (1,426)
Sale of property plant and equipment 10 32 66
Expenditure on development and other intangibles (183) (115) (415)
Acquisition of subsidiaries, net of cash 7 (16,523) (2,500) (10,995)
Net cash used in investing activities (17,139) (3,093) (12,770)
Cash flows from financing activities
Payments of lease liabilities (386) (296) (583)
Proceeds from bank borrowings 15,000 - 9,000
Repayment of borrowings - (686) (8,086)
Issues of shares & proceeds from option exercises - 278 651
Net cash from/(used in) financing activities 14,614 (704) 982
Net (decrease)/increase in cash and cash equivalents (1,659) (222) 1,316
Cash and cash equivalents, beginning of period 5,106 3,836 3,836
Foreign currency movements on cash balances 172 (101) (46)
Cash and cash equivalents, end of period 3,619 3,513 5,106

Consolidated statement of changes in equity

Unaudited for the six months ended 31 October 2022

6 months to 31 October 2022 - 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

£'000
Balance at 1 May 2022 1,022 2,606 424 39 9,905 320 21,476 35,792
Shares issued 5 - - - 188 - - 193
Tax in respect to share options - - - - - - 117 117
Share-based payments transfer - - - - - 196 (196) -
Share based payments - - - - - 140 - 140
Transactions with owners 5 - - - 188 336 (79) 450
Profit for the period - - - - - - 4,244 4,244
Foreign exchange on consolidation of subsidiaries - - - 170 - - - 170
Total comprehensive income for the period - - - 170 - - 4,244 4,414
Balance at 31 October 2022 1,027 2,606 424 209 10,093 656 25,641 40,656
6 months to 31 October 2021 - 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

£'000
Balance at 1 May 2021 984 2,606 424 85 9,092 714 12,869 26,774
Shares issued 12 - - - 267 - - 279
Tax in respect to share options - - - - - - 295 295
Share-based payments transfer - - - - - (145) 145 -
Share based payments - - - - - 159 - 159
Transactions with owners 12 - - - 267 14 440 733
Profit for the period - - - - - - 3,576 3,576
Foreign exchange on consolidation of subsidiaries - - - (161) - - - (161)
Total comprehensive income for the period - - - (161) - - 3,576 3,415
Balance at 31 October 2021 996 2,606 424 (76) 9,359 726 16,885 30,922
12 months to 30 April 2022 - 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

£'000
Balance at 30 April 2021 984 2,606 424 85 9,092 714 12,869 26,774
Shares issued 38 - - - 813 - - 851
Tax in respect to share options - - - - - - 357 357
Share-based payments transfer - - - - - (707) 707 -
Share based payments - - - - - 313 - 313
Transactions with owners 38 - - - 813 (394) 1,064 1,521
Profit for the year - - - - - - 7,543 7,543
Foreign exchange on consolidation of subsidiaries - - - (46) - - - (46)
Total comprehensive income - - - (46) - - 7,543 7,497
Balance at 30 April 2022 1,022 2,606 424 39 9,905 320 21,476 35,792

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 2022 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 2022. These interim financial statements have been prepared using the recognition and measurement principles of International Accounting Standards in conformity with the requirements of the Companies Act 2006. The consolidated interim financial information has been prepared under the historical cost convention, as modified by the recognition of certain financial instruments at fair value. The consolidated interim financial statements are presented in British pounds (£), which is also the functional currency of the ultimate parent company.

The consolidated interim financial information was approved by the Board of Directors on 7 December 2022.

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 2022 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 2022 and for the six months ended 31 October 2021 has not been audited.

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 2022.

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

3. Alternative Performance Measures

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

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

6 months to

31 October

2022

Unaudited

£'000
6 months to

31 October

2021

Unaudited

£'000
12 months to

30 April

2022

Audited

£'000
Operating Profit (as reported) 5,623 5,207 10,179
Adjusting items (all costs):
Non-underlying items
Share based payments 140 159 313
Amortisation of acquired intangible assets 823 465 1,115
Exceptional items
Reorganisation costs - - 125
Acquisition costs 267 - 341
Total adjusting items within Operating Profit 1,230 624 1,894
Adjusted Operating Profit 6,853 5,831 12,073

Adjusted Profit Before Tax is defined as follows:

6 months to

31 October

2022

Unaudited

£'000
6 months to

31 October

2021

Unaudited

£'000
12 months to

30 April

2022

Audited

£'000
Profit Before Tax (as reported) 5,305 5,102 9,884
Adjusting items (as above) 1,230 624 1,894
Adjusted Profit Before Tax 6,535 5,726 11,778

3. Alternative Performance Measures (continued)

Adjusted EPS is defined as follows:

6 months to

31 October

2022

Unaudited

£'000
6 months to

31 October

2021

Unaudited

£'000
12 months to

30 April

2022

Audited

£'000
Profit for the Period (as reported) 4,244 3,576 7,543
Adjusting items (as above) 1,230 624 1,894
Less: taxation on adjusting items calculated at the UK statutory rate (234) (119) (360)
Adjusted profit for the period 5,240 4,081 9,077
Divided by diluted weighted average number of shares in issue (Note 5) 104,411,856 104,138,768 104,259,085
Adjusted Diluted EPS 5.02p 3.92p 8.71p

Net Operating Assets is defined as follows:

31 October

2022

Unaudited

£'000
31 October

2021

Unaudited

£'000
30 April

2022

Audited

£'000
Net Assets 40,656 30,922 35,792
Deferred tax asset 1,547 1,660 1,586
Corporation tax asset 569 486 137
Cash and cash equivalents 3,619 3,513 5,106
Borrowings (current and non-current) (26,106) (4,834) (11,435)
Deferred consideration (2,460) - (3,305)
Deferred tax liability (5,795) (2,993) (4,417)
Current tax payable (1,889) (1,165) (1,027)
Total adjusting items within Net Assets (30,515) (3,333) (13,355)
Net Operating Assets 71,171 34,255 49,147

4. Segmental analysis

6 months to

31 October

2022

Unaudited

£'000
6 months to

31 October

2021

Unaudited

£'000
12 months to

30 April

2022

Audited

£'000
Revenues
Digital Imaging 12,529 11,373 21,492
Sensors & Control 19,191 13,292 28,164
Group 31,720 24,665 49,656
Adjusted operating profit
Digital Imaging 4,692 4,253 8,502
Sensors & Control 2,914 2,505 5,188
Other (753) (927) (1,617)
Group 6,853 5,831 12,073
Amortisation of acquired intangible assets
Digital Imaging (92) (92) (175)
Sensors & Control (735) (377) (940)
Group (827) (469) (1,115)

Adjusted Operating Profit has been defined in Note 3.

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

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

4. Segmental analysis (continued)

31 October

2022

Unaudited

£'000
31 October

2021

Unaudited

£'000
30 April

2022

Audited

£'000
Operating Assets excluding acquired intangible assets
Digital Imaging 8,191 9,612 7,501
Sensors & Control 29,868 9,757 19,045
Other 676 (257) 247
Group 38,735 19,112 26,793
Acquired intangible assets
Digital Imaging 4,932 5,107 5,019
Sensors & Control 41,675 19,978 30,282
Group 46,607 25,085 35,301
Operating Liabilities
Digital Imaging (3,133) (4,650) (4,905)
Sensors & Control (10,383) (4,192) (7,075)
Other (655) (1,101) (968)
Group (14,171) (9,943) (12,948)
Net Operating Assets
Digital Imaging 9,989 10,069 7,616
Sensors & Control 61,161 25,543 42,251
Other 21 (1,357) (720)
Group 71,171 34,255 49,147

Net operating assets has been defined in Note 3.

5. Earnings per share

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

Profit

 attributable to

shareholders

£'000
Weighted

average

number of

shares
Earnings

per share

amount in

pence
Basic earnings per share:
Period ended 31 October 2022 4,244 102,215,980 4.15
Period ended 31 October 2021 3,576 99,120,392 3.61
Year ended 30 April 2022 7,543 100,122,394 7,53
Dilutive effect of share options:
Period ended 31 October 2022 2,195,876
Period ended 31 October 2021 5,018,376
Year ended 30 April 2022 4,136,692
Diluted earnings per share:
Period ended 31 October 2022 4,244 104,411,856 4.06
Period ended 31 October 2021 3,576 104,138,768 3.43
Year ended 30 April 2022 7,543 104,259,085 7.23

6. Borrowings

31 October

2022

£'000
31 October

2021

£'000
30 April

2022

£'000
Within one year:
Bank finance - 1,371 -
Leases 803 498 779
803 1,869 779
After one year and within five years:
Bank finance 19,000 1,029 4,000
Leases 5,476 1,065 6,656
24,476 2,094 10,656
After more than five years:
Leases 827 871 -
Total borrowings 26,106 4,834 11,435

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 a further accordion option of an additional £10m (at the discretion of HSBC), and with repayment date of November 2024 extendable for two further years. The revolving facility is available for general use. The facility has covenants relating to leverage (net debt to EBITDA) and interest coverage. At 31 October 2022, the Group had £1m of headroom within its £20m committed loan facility with HSBC. On 30 November 2022, the Group reached agreement with HSBC to exercise £5m of the accordion option, which increased the committed loan facility from £20m to £25m, hence increasing the available head room to £6m. The balance of the accordion option (£5m) remains available to the Group (at the discretion of HSBC) for future exercise.

7. Acquisitions

On 29 July 2022, the Group acquired 100% of the share capital of LTE Scientific Systems Limited ("LTE"), for a total consideration of £5.5m, which included freehold ownership of its manufacturing facility, valued at approximately £1.7m. LTE specialises in the design, manufacture and servicing of sterilizers, decontamination and thermal processing equipment, used in the life science and medical market sectors. For the year ended 31 December 2021, LTE achieved revenues of £6.4m and profit before tax of £0.4m. The acquisition is expected to be earnings enhancing in the current financial year.

On 21 October 2022, the Group acquired 100% of the share capital of Fraser Anti-Static Techniques Limited ("Fraser"), for a total consideration of £16.9m, of which £15.4m was paid before the period end and £1.5m is due to be paid over the second half of the financial year. Approximately £1.0m of the deferred consideration is based on net assets delivered at completion. The total consideration includes freehold ownership of three of Fraser's manufacturing sites, valued at approximately £1.8m. Fraser is a leading UK manufacturer of anti-static products which eliminate, clean, generate or measure static electricity in a variety of industries including plastics, packaging, printing, food processing, medical and pharma amongst others. For the year ended 30 November 2021, Fraser achieved revenues of £7.4m and profit before tax of £1.9m. The acquisition is expected to be earnings enhancing in the current financial year.

During the previous financial year, the Group completed the acquisition of Safelab Systems for which contingent consideration of £2.4m was outstanding at 30 April 2022. This amount was settled in cash in the current period.

8. Taxation

The Group has estimated an effective tax rate of 20% for the year and has applied this rate to the profit before tax for the period. A gain of £117k (H1 FY22: £295k) resulting from changes to the estimate of future tax relief from share option exercises, including the estimated effect of changes in the tax rate, has been booked directly to equity.

SDl Group plc

Beacon House

Nuffield Road

Cambridge

CB4 1TF

UK

Telephone:       +44 (0)1223 727144

Fax:                  +44 (0)1223 727101

Email:               [email protected]

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