5 JUNE
2024
discoverIE Group plc
Preliminary results for the year ended 31
March 2024
Strong growth in underlying
operating profit and margin, with excellent cash
flow.
Expectations for the new
year unchanged.
discoverIE Group plc (LSE: DSCV,
"discoverIE" or the "Group"), a leading
international designer and manufacturer of customised electronics
to industry, today announces its results
for the year ended 31 March 2024 ("FY 2023/24" or the
"year").
|
FY 2023/24
|
FY
2022/23
|
Growth
%
|
CER(2) growth %
|
Revenue
|
£437.0m
|
£448.9m
|
-3%
|
+1%
|
Underlying operating
profit(1)
|
£57.2m
|
£51.8m
|
+10%
|
+16%
|
|
|
|
|
|
Underlying operating
margin(1)
|
13.1%
|
11.5%
|
+1.6ppts
|
+1.7ppts
|
|
|
|
|
|
Underlying profit before
tax(1)
|
£48.2m
|
£46.3m
|
+4%
|
|
|
|
|
|
|
Underlying
EPS(1)
|
36.8p
|
35.2p
|
+5%
|
|
Reported profit before
tax
|
£22.2m
|
£29.1m
|
-24%
|
|
|
|
|
|
|
Reported fully diluted
EPS
|
15.8p
|
21.7p
|
-27%
|
|
Full year dividend per
share
|
12.0p
|
11.45p
|
+5%
|
|
|
|
|
|
|
Highlights
· Strong through cycle growth
with efficiencies
o Group revenue up 1% CER after adjusting for pass-through
costs, a 3% reduction on a statutory basis against strong
comparators (sales increased by +48% over prior 2 years)
o Operating efficiencies improve margins and more than offset a
1% reduction in organic sales(3)
o Strong double-digit organic sales growth in medical,
renewable and transportation markets offset by short-term
destocking in industrial automation
o Underlying operating profit up 16% CER
· Underlying EPS +5%
reflecting higher interest costs and foreign exchange
movements
o EPS ahead of top end of consensus range
o Group will benefit from reducing interest rates
· Further good progress
towards key targets
o Record underlying operating margin of 13.1%, up 1.6ppts, a
significant step towards achieving targets of 13.5% in the year
ahead and 15% over the medium term
o Underlying operating cash flow up 22% with a 103% conversion
rate(4)
o ROCE(5) of 15.7%, ahead of target, reflecting
disciplined growth investment
o ROTCE(6) of 54% reflects capital-light
business
o Carbon emissions reduced by 47% in absolute terms since CY
2021(7)
· Reported PBT reduced by 24%
due to the timing of a non-core disposal
o Costs associated with the sale of the Santon solar business
unit included in these results with net cash proceeds of c.£7m to
be recognised in FY 2024/25
· Five higher-margin
acquisitions completed for £83m
o 2J and Silvertel integrations progressing well
o Three smaller bolt-ons in the second half for an average
mid-single digit EBIT multiple
o Year-end gearing(8) of 1.5x, at the lower end of
the target range of 1.5x to 2.0x
· Group well positioned for
growth
o Strong bank of design wins to drive future recurring sales
(up 23% to £337m ELV(9))
o Order book of c.4.5 months provides good
visibility
o Strong pipeline of acquisition opportunities and identified
targets
· Positive outlook with
expectations for the full year unchanged
o Q1 trading in line with Board expectations against a tough
comparator with first half sales expected to be ahead
sequentially
o Order book supports an anticipated normal seasonal weighting
to results
Nick Jefferies, Group
Chief Executive, commented:
"Over the past three years, the
underlying profitability of the business has nearly doubled on
revenues that have increased by almost 50% as the combination of
organic growth with efficiencies and higher margin acquisitions
came through. This year's results reflect
another strong performance against a tougher trading backdrop, with
good growth in underlying operating profits and margin, as well as
underlying earnings per share. Revenues in our Transportation,
Renewable and Medical markets delivered strong organic growth
whilst Industrial & Connectivity declined as a result of
customer destocking.
Cash generation has again been
strong reflecting both the high quality of earnings and the
capital-light nature of the business. Naturally, higher interest
rates have taken effect although we will see the corresponding
benefit if and when rates reduce.
Underlying operating profit grew
by 16% at constant exchange rates with underlying operating margin
increasing by 1.6ppts to over 13% driven organically by
efficiencies and value creation in our
technology clusters and by higher margin
acquisitions. Underlying operating cash
flow increased by 22% to £59m.
We made five acquisitions during
the year for a consideration of £83m. Our approach to long-term
compounding organic growth is delivering increasing ROCE over time,
with our longer standing acquisitions now generating 28% ROCE and
we expect our newer businesses to generate similar returns over
time. Our commitment to disciplined
capital allocation includes review of the business portfolio and
during the year we sold our solar switches production lines,
enabling us to focus on the remaining higher margin products in the
Santon business.
Whilst the softer market
conditions in some sectors are expected to continue for the first
half of the year, we have a strong pipeline of design wins, order
backlog and acquisition opportunities. With the benefit of a robust
balance sheet, we expect to make further progress in the year
ahead, in line with the Board's expectations, building on the essential role that our specialist products
provide for our customers."
Analyst and investor presentation:
A results briefing for sell side
analysts and investors will be held today at 9.30am (UK time) at
the offices of Peel Hunt. If you would like to join in person or
via the live webinar, please contact Buchanan at
discoverie@buchanan.uk.com.
Enquiries:
discoverIE Group
plc
01483 544 500
Nick
Jefferies
Group Chief Executive
Simon
Gibbins
Group Finance Director
Lili Huang
Head of Investor Relations
Buchanan
020 7466 5000
Chris Lane, Toto Berger, Jack
Devoy
discoverIE@buchanan.uk.com
Notes:
(1) 'Underlying
operating profit', 'Underlying operating margin', 'Underlying
EBITDA', 'Underlying profit before tax', 'Underlying EPS',
'Underlying operating cash flow' and 'Free cash flow' are non-IFRS
financial measures used by the Directors to assess the underlying
performance of the Group. These measures exclude acquisition and
disposal related costs (amortisation of acquired intangible assets
of £16.2m and acquisition and disposal expenses of £9.8m) totalling
£26.0m. Equivalent underlying adjustments within the FY 2022/23
underlying results totalled £17.2m. For further information,
see note 6 of the
attached consolidated financial statements.
(2) Growth rates at
constant exchange rates ("CER") exclude the impact of nil margin,
pass-through costs in FY 2022/23 totalling £5.0m. The average
Sterling rate of exchange was unchanged against the Euro compared
with the average rate for last year whilst strengthening 7% on
average against the three Nordic currencies and 4% against the US
Dollar.
(3) Organic growth for the
Group compared with last year is calculated at CER and is shown
excluding the first 12 months of acquisitions post completion (CDT
in June 2022, Magnasphere in January 2023, Silvertel in August
2023, 2J Antennas Group ("2J") in September 2023 and Shape, DTI and
IKN in Q4 2023/24) and excluding the agreed disposal of the Santon
solar business unit.
(4) Underlying operating
cash flow is underlying EBITDA adjusted for the investment in, or
release of, working capital and less the cash cost of capital
expenditure and lease payments.
(5) ROCE is defined as
underlying operating profit including the annualisation of
acquisitions, as a percentage of net assets excluding net debt,
deferred consideration related to discontinued operations and
legacy defined benefit pension asset/(liability). Organic ROCE
excludes acquisitions made this year.
(6) ROTCE (return on
tangible capital employed) is ROCE excluding the value of acquired
goodwill and intangibles, leases provisions and tax.
(7) Target is to
reduce scope 1 & 2 carbon emissions by 65% by CY 2025 on an
absolute basis (base year CY 2021).
(8) Gearing ratio is
defined as net debt divided by underlying EBITDA (excluding IFRS
16; annualised for acquisitions).
(9) ELV is estimated
lifetime value
(10) Unless stated, growth rates
refer to the comparable prior year period.
(11) The
information contained within this announcement is deemed by the
Group to constitute inside information as stipulated under the
Market Abuse Regulation, Article 7 of EU Regulation 596/2014. Upon
the publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
Notes to
Editors:
About discoverIE Group plc
discoverIE Group plc is an
international group of businesses that design and manufacture
innovative electronic components for industrial
applications.
The Group provides
application-specific components to original equipment manufacturers
("OEMs") internationally through its two divisions, Magnetics &
Controls, and Sensing & Connectivity. By designing components
that meet customers' unique requirements, which are then
manufactured and supplied throughout the life of their production,
a high level of repeating revenue is generated with long-term
customer relationships.
With a focus on sustainable key
markets driven by structural growth and increasing electronic
content, namely renewable energy, medical, electrification of
transportation and industrial automation & connectivity, the
Group aims to achieve organic growth that is well ahead of GDP and
to supplement that with complementary acquisitions. The Group is
committed to reducing the impact of its operations on the
environment with an SBTi-aligned plan to reach net zero. With its
key markets aligned with a sustainable future, the Group has been
awarded an ESG "AA" rating by MSCI and is Regional (Europe) Top
Rated by Sustainalytics.
The Group employs c.4,500 people
across 20 countries with its principal operating units located in
Continental Europe, the UK, China, Sri Lanka, India and North
America.
discoverIE is listed on the Main
Market of the London Stock Exchange and is a member of the FTSE250,
classified within the Electrical Components and Equipment
subsector.
Strategic and Operational
Review
Good progress towards our targets
The Group designs and manufactures
niche, customised, innovative electronics. Good progress was made
this year towards our near and medium-term goals of increasing
operating margins, supplying UN SDG-aligned target markets
internationally, generating consistently strong cash flow and
enhancing our value-creation through a disciplined approach to
capital allocation.
The Group continues to deliver
sustained compounding growth over time, both organically and from
acquisitions. Since FY 2017/18, sales have grown by 14% CAGR, of
which organic growth was 7% CAGR. In the same period, returns have
grown at a faster rate with underlying operating profit growth of
22% CAGR and underlying EPS growth of 17% CAGR.
During the year, underlying
operating profit grew by 16% at CER and underlying EPS by 5% (10%
at CER), despite the economic headwinds. Organic ROCE, which
excludes this year's acquisitions, rose by 1.9ppts to 17.8% with an
overall ROCE (including this year's acquisitions) of 15.7%, ahead
of our benchmark target reflecting the effectiveness of our
investment approach.
Sales in the year increased by 1%
CER on strong comparators of 48% in the last two years, with an
organic reduction of 1% for the year and growth of 2% in the final
quarter.
The target markets of medical,
renewable energy and transportation (46% of Group sales), grew by
12% organically, driven by strong demand in both existing and new
projects. This was offset by the industrial automation market (29%
of Group sales) which reduced by 19% as major industrial customers
reduced their global inventories. Additionally, other markets (25%
of Group sales) grew by 3% organically, driven by the space,
aeronautics and security sectors, offsetting declines in
distribution and general industry.
By region, organic sales growth
was strongest in North America (25% of Group sales), which grew by
20%, driven by growth in key target market customers, easing of
semiconductor supply chains and customer re-shoring of production.
The UK and Nordics (30% of Group sales), grew by 1%, whilst the
rest of Europe (29% of Group sales) declined by 8% due primarily to
softness in Germany. Growth in Asia (16% of Group sales), reduced
by 15% driven principally by one large customer destocking in
India. Excluding this customer, Asia reduced by 1%, with India
continuing to grow and China in-line with last year.
By organising into clusters, our
businesses are able to generate efficiencies which result in higher
gross margins and lower operating expenses. These efficiencies
combined with higher margin acquisitions led to an underlying
operating margin of 13.1%, an increase of 1.6ppts year-on-year and
another significant step towards achieving our Group targets of
13.5% in the year ahead, and 15% in the medium-term.
During the year, our enlarged
M&A team delivered five higher margin acquisitions (two
platforms and three cluster bolt-ons) for a total investment of
£83m. We also reached an agreement to sell Santon's solar business
unit enabling it to focus on its higher margin industrial business.
This exit, which recognises £5.9m of costs in the year reported, is
expected to realise c.£7m in net cash proceeds next year. Expansion
of the Group's production capacity in Germany and Thailand was also
completed this year, as was the transfer of production from Tempe,
Arizona to Mexico.
Following supply chain constraints
last year, the Group order book, which peaked at £257m in September
2022 (c.7 months of sales), has normalised as expected with
the order book at 31 March 2024 reducing
to £175m, representing c.4.5 months of sales, in line with historic
coverage levels and appropriate to meet current sales
expectations.
With strong growth in design wins
(up 23% this year), an end to the customer destocking cycle and
reductions in interest rates stimulating both demand and earnings,
the Group is very well positioned to accelerate growth once market
conditions improve.
Positioned well for market recovery
The Group is well positioned in an
environment of rapidly changing conditions, with a business model
that is both resilient and flexible.
-
Essential products: the
Group's products are designed-in and essential for customers'
applications whilst amounting to a small proportion of their
overall system cost, thereby driving resilient gross
margins.
-
Broad footprint: a
decentralised model with 36 manufacturing sites and with operations
around the world, able to support customers locally and contribute
to the decarbonisation of their supply chains.
-
Efficient supply chains:
our manufacturing uses a low proportion of bought-in components,
the majority being manufactured in-house from raw materials and
base components, reducing our exposure to external supply chain
disruptions.
-
Low energy
intensity operations: the large
majority of the Group's energy exposure is electricity and with
operations mainly being manual or semi-automated, energy costs
represent less than 1% of Group revenues, limiting the Group's
exposure to energy price rises and operational
disruptions.
With a capital-light business
model, a differentiated product portfolio, a strong balance sheet
and low customer concentration (the Group's largest customer is
c.7% of Group sales), the Group has grown strongly and consistently
over the last decade whilst proving resilient through economic
downturns, including the pandemic. We expect this to continue to be
the case.
Continued Financial Progress
Group sales for the year increased
by 1% at CER after adjusting for pass-through costs to £437.0m,
notwithstanding strong comparators (+48% growth in the prior two
years). As a result of significant operating efficiencies,
underlying operating profit increased by 16% at CER to £57.2m with
underlying operating margin increasing by 1.6ppts to 13.1%.
Conversely interest rate rises contributed to a £3.5m increase in
finance costs to £9.0m, and together with a stronger Sterling,
reduced growth in underlying profit before tax to 4% (increasing
from £46.3m to £48.2m) with underlying earnings per share up 5% to
36.8p (FY 2022/23: 35.2p).
This year saw a greater number and
value of acquisitions (five deals for a total of £83m compared with
two last year for a total of £25m) resulting in proportionately
higher acquisition expenses. In addition, there were £5.9m of costs
associated with the disposal of the Santon solar business unit (see
finance section); net cash proceeds of c.£7m from this transaction
are due to be received in the new financial year. After underlying
adjustments for the inclusion of acquisition and disposal related
costs, profit before tax on a reported basis reduced by £6.9m to
£22.2m (FY 2022/23: £29.1m) with fully diluted earnings per share
reducing by 5.9p to 15.8p (FY 2022/23: 21.7p).
Free cash flow of £37.0m was
generated this year, being 12% higher than last year and
representing 102% of underlying earnings, well ahead of the Group's
conversion target of 85%. With £83m invested in five acquisitions
this year, net debt at 31 March 2024 increased to £104.0m (31 March
2023: £42.7m) with a gearing ratio of 1.5x, at the lower end of our
target range of 1.5x to 2.0x.
Increased Dividend
The Board is recommending a 4%
(0.35 pence) increase in the final dividend to 8.25 pence per
share, giving a 5% increase in the full year dividend per share to
12.0 pence (FY 2022/23: 11.45 pence) and an underlying earnings
cover of 3.1 times (FY 2022/23: 3.1 times). The final dividend is payable on 2 August 2024 to
shareholders registered on 28 June 2024.
The Board believes in maintaining
a progressive dividend policy along with a long-term dividend cover
of over three times earnings on an underlying basis. This approach,
along with the continued development of the Group, will enable
funding of both dividend growth and a higher level of investment in
acquisitions from internally generated resources.
At the time of the interim
dividend in January 2024, the Company started a Dividend
Re-Investment Programme ("DRIP"), details of which are available
from the Company's Registrars, Equiniti. The final date for DRIP
elections for the final dividend will be 12 July 2024.
Sustainability and Social Responsibility
The Group creates innovative
electronics that help customers produce new technologies. Our focus
on sustainability forms the core of our target markets where,
through focused initiatives, we aim to grow our revenues
organically ahead of the wider industrial market. These trends are
reported in our key strategic indicators as target market
sales.
Our target
markets are aligned to the UN Sustainable Development Goals with
our target of generating around 85% of new design wins from these
markets. 90% of our new design wins during the year were into these
target markets, while sales from target markets were 75% of Group
sales. Please refer to the Group's website that illustrates
how we are working with customers and suppliers to meet the global
sustainability agenda.
The Group was awarded the MSCI ESG
"A" Rating in April 2022, which was subsequently upgraded to "AA"
rating in July 2023, being in the top 16% of all companies
surveyed; the Group is also rated by Morningstar Sustainalytics as
one of the Regional (Europe) Top Rated companies in 2023, a
recognition given to companies that have achieved the highest
scores in ESG risk management.
Last year, the Group conducted
detailed scenario analysis and financial modelling for
climate-related risks and opportunities, and published the process
and findings in our TCFD report. This can be found in the Group's
2023 Annual Report and Accounts and on our corporate website. In
early 2024, we carried out an interim reassessment of our climate
risk analysis, taking into account the newly-acquired businesses.
The results showed that there has been no material change in the
climate-related risk profile of the Group.
During the year, we also made good
progress against our Net Zero plan and other sustainability
targets, including:
Environmental
- Carbon
emissions:
o Scope 1 & 2 emissions reduced by 47% in CY 2023 (CY 2022:
35%) compared with the CY 2021 baseline despite multiple
acquisitions, and we remain on track to meet our target of a 65%
reduction by CY 2025;
o Completed a full assessment of Scope 3 emissions; we are
working on our reduction plan and are on target to complete our
SBTi submission by the end of this year;
- Energy intensity (kWh/£m revenue) reduced by
11% year-on-year, with 72% of our electricity from renewable
/ clean sources;
- 13 more sites achieved
ISO 14001 Environmental Management Systems accreditation, bringing
the total number of sites to 43 sites; revenue generated from these
sites represents 69% of Group sales (CY 2022: 59%);
- 12 sites completed
energy audits in the year, which means 81% of Group sites have now
completed an audit since 2018, meeting our 80% CY 2025 target two
years early;
- Electric or hybrid
vehicles now represent 40% of our car fleet (CY 2022: 33%), also on
track to meet our target of 50% by CY 2025.
Social
- 13 more
sites achieved ISO 45001 Occupational Health & Safety
Management Systems accreditation, bringing the total number of
employees covered to 60% of our global workforce (CY 2022:
48%);
- 16,500
hours of health and safety training was carried out, representing a
3% increase year-on -year. The health and safety representative to
employee ratio increased to 1:20 (CY 2022: 1:21), well ahead of our
original target of maintaining a ratio of at least 1:50;
- Made
further progress on learning and development, including the
initiation of a cloud-based learning platform and an internal
knowledge sharing webinar series, and the launch of an industrial
placement scheme;
- 98% of
Group revenue was from operations accredited with ISO 9001 (CY
2022: 92%).
Governance
- Enhanced
ESG accountability by establishing three-year ESG objectives and
KPIs for each operating business;
- Rolled
out a new carbon reporting system across the Group to help
streamline data collection, consolidation and reporting on
greenhouse gases;
- Launched
a Business Ethics Policy and a Sustainability Policy;
-
Completed Carbon Disclosure Project ("CDP") full disclosure for the
first time;
-
Increased transparency by reporting on the Sustainable Finance
Disclosure Regulation Principal Adverse Impact (PAI)
indicators;
-
Preparation for IFRS Sustainability Reporting underway with
dedicated resources in place;
- Improved
Board gender diversity with female members representing 43% of the
Board.
A
Proven Growth Strategy
The Group has been built through a
focus on organic growth and enhanced operational efficiency,
alongside 26 carefully selected and well-integrated acquisitions
over the past 13 years to create a focused, growth-oriented, higher
margin design and manufacturing business. We have a well-developed
approach to capital allocation and see significant scope for further expansion with a strong
pipeline of opportunities in development.
The Group's strategy comprises
four elements:
1. Grow sales
well ahead of GDP over the economic cycle by focusing on the
structural growth markets that form
our sustainable target markets;
2. Improve
operating margins by moving up the value chain into higher margin
products;
3. Acquire
businesses with attractive growth prospects and strong operating
margins;
4. Further
internationalise the business by expanding operations in North
America.
These elements are underpinned by
core objectives of generating strong cash flows from a
capital-light business model and delivering long-term sustainable
returns while progressing towards net zero carbon emissions and
reducing our impact on the environment.
Focused on UN SDG-Aligned Target Markets
Our four target markets of
industrial automation & connectivity, medical, renewable
energy, and the electrification of transportation accounted for 75%
of sales. Long-term growth in these target markets is being driven
by increasing electronic content and by global megatrends such as
the accelerating need for industrial automation and connectivity,
an ageing affluent population, renewable sources of energy and the
electrification of transport.
Our focus on these markets is
driving the Group's organic revenue growth well ahead of GDP over
the economic cycle, giving resilience in softer market conditions
and creating acquisition opportunities.
During the year, target market
sales overall were 2% lower organically. There was a return to
organic sales growth in renewable energy which grew by 15%, with
strong growth also in transportation (+22%) while medical grew by
5%. Growth in these markets was offset by a 19% reduction in
industrial automation as major industrial customers reduced their
global inventories. Since 2017, sales into the Group's target
markets have grown organically by 80% compared with 19% in other
markets. This reflects the sustained structural growth drivers and
less cyclical nature of these markets.
Continued progress on Key Strategic and Performance
Indicators
Since 2014, the Group's strategic
progress and its financial performance have been measured through
key strategic indicators ("KSIs") and key performance indicators
("KPIs"). The KSI targets are reviewed periodically and were raised
most recently in June 2023 when the new mid-term operating margin
was set.
For tracking purposes, the KSIs
and KPIs in the tables below remain as reported at the time rather
than adjusted for disposals. Targets are for the medium-term unless
stated, with medium-term defined as being around five years from FY
2022/23. This year's performance relative to last year is discussed
below.
Key Strategic
Indicators
|
|
FY14
|
FY18
|
FY19
|
FY20
|
FY22
|
FY23
|
FY24
|
Targets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Increase underlying operating
margin
|
3.4%
|
6.3%
|
7.0%
|
8.0%
|
10.9%
|
11.5%
|
13.1%
|
15%(1)
|
|
|
|
|
|
|
|
|
|
|
|
2. Build sales beyond
Europe(2)
|
5%
|
19%
|
21%
|
27%
|
40%
|
40%
|
41%
|
45%
|
|
|
|
|
|
|
|
|
|
|
|
3. Increase target market
sales(2)
|
|
62%
|
66%
|
68%
|
76%
|
77%
|
75%
|
85%
|
|
|
|
|
|
|
|
|
|
|
|
4. Carbon emissions Scope 1 &
2 reduction(3)
|
|
|
|
|
|
35%
|
47%
|
65%
|
|
|
|
|
|
|
|
|
|
|
(1) Also a target for FY 2024/25 of
13.5%.
(2) As a percentage of Group
revenue.
(3) Carbon emissions are measured on
a calendar year basis. Target is for absolute carbon emissions
reduction by CY 2025 from CY 2021 with net zero by CY
2030.
The Group made further good
progress on its KSIs during the year:
- Underlying operating
margin this year was 13.1%, an increase of 1.6ppts on last year (FY
2022/23: 11.5%) with the second half margin of 13.4% being 0.5ppts
higher than for the first half (H1 2022/23: 12.9%). The Group
benefited in the year from operational efficiencies resulting in
robust gross margin and lower operating costs, augmented by higher
margin acquisitions. The Group remains on track to achieve its
targets of 13.5% in FY 2024/25 and 15% in the
medium-term.
-
Sales beyond Europe increased by 1ppt to 41% of
Group revenue compared with FY 2022/23, with strong organic sales
growth in the US plus two US acquisitions being partly offset by
reduced demand in Asia. The target is 45%.
- Target
market sales reduced by 2ppt to 75% of Group revenue compared with
FY 2022/23 as a result of lower sales in industrial automation,
acquisitions which had lower target market sales at the outset, as
is often the case, and a recovery in some non-target market areas
(space, aeronautics and security sectors and some non-UN SDG
aligned industrial markets). Design wins, which are the bedrock of
future sales, were up by 23% year-on-year with 90% in target
markets, ahead of our 85% target.
- Carbon
emissions (Scope 1 & 2) reduced further during the year and are
now 47% lower on an absolute basis than in CY 2021, demonstrating
excellent progress towards our reduction targets of 65% by CY 2025
and net zero by 2030.
Key Performance Indicators
|
FY14
|
FY18
|
FY19
|
FY20
|
FY22(1)
|
FY23
|
FY24
|
Targets
|
|
1. Sales growth
|
|
|
|
|
|
|
|
|
CER
|
17%
|
11%
|
14%
|
8%
|
27%
|
15%
|
1%
|
Well
ahead
of
GDP
|
Organic(2)
|
3%
|
11%
|
10%
|
5%
|
14%
|
10%
|
-1%
|
|
|
|
|
|
|
|
|
|
2. Underlying EPS
growth
|
20%
|
16%
|
22%
|
11%
|
20%
|
20%
|
5%
|
>10%
|
|
|
|
|
|
|
|
|
|
3. Dividend growth
|
10%
|
6%
|
6%
|
6%(3)
|
6%
|
6%
|
5%
|
Progressive
|
|
|
|
|
|
|
|
|
|
4. ROCE(4)
|
15.2%
|
13.7%
|
15.4%
|
16.0%
|
14.7%
|
15.9%
|
15.7%
|
>15%
|
|
|
|
|
|
|
|
|
|
5. Operating profit
conversion(4)
|
100%
|
85%
|
93%
|
106%
|
101%
|
94%
|
103%
|
>85%
of underlying operating profit
|
6. Free cash
conversion(4)
|
|
|
94%
|
104%
|
102%
|
95%
|
102%
|
>85%
of underlying
earnings
|
(1) FY 2021/22 shown as growth over the pre-Covid year
FY 2019/20 as this reflects the ongoing growth of the business. FY
2013/14 to FY 2019/20 are for total operations before disposals as
reported at the time.
(2) Group organic sales growth for FY 2021/22 to FY
2023/24, and D&M divisional organic growth for years prior to
disposal of Custom Supply division during FY
2021/22.
(3) 6% increase in the H1 2019/20 interim dividend; a
final dividend was not proposed for FY 2019/20 due to
Covid.
(4) Defined in note 6 of the attached consolidated
financial statements.
The Group also made good progress
on its KPIs during the year, especially given the prevailing
economic headwinds.
- CER
sales after adjusting for pass-through costs increased by 1% this
year with organic sales reducing by 1%. Growth rates have reduced
due to normalising markets and de-stocking in the industrial
automation sector. Growth in the transportation, renewable energy
and medical markets remained strong as well as in some of our other
smaller market areas such as space, aeronautics and security. Over
the last 10 years, organic sales have grown by 6% per annum on
average, illustrating the strong through-cycle organic growth of
the business, with 7% average growth per annum in the last seven
years.
-
Underlying EPS increased by 5% and by 10% at CER. Excluding
increased finance costs and at CER (so eliminating the impact of
stronger Sterling), underlying operating profit increased by 16%
due to our operational efficiencies with robust gross margins,
tight control of operating costs, and contributions from
acquisitions.
- It is
proposed to increase the full year dividend by 5%, continuing our
progressive policy whilst providing for a higher proportion of
investment in acquisitions from internally generated resources.
This progressive policy has seen a more than doubling of the
dividend per share since 2010 (up 135%), whilst dividend cover on
an underlying basis remained at 3.1x for the year.
- ROCE for the
year was 15.7% and remains ahead of our 15% target. As expected, it
was marginally lower than last year (FY 2022/23: 15.9%) following
five acquisitions this year for a total investment of £83m, as
acquisitions will typically be dilutive to ROCE initially. Organic
ROCE, which excludes acquisitions this year, increased by 1.9ppts
to 17.8%.
- Underlying
operating cash flow and free cash flow for the year were 22% and
12% higher respectively than last year with operating cash
conversion of 103%, and free cash conversion of 102%, both well
ahead of our 85% targets. Over the last ten years, both operating
cash conversion and free cash conversion have been consistently
strong, averaging well over 90%, reflecting the cash generative
nature of the business through the economic cycle.
Divisional Results
The divisional results for the
Group for the year ended 31 March 2024 are set out and reviewed
below.
|
FY 2023/24
|
FY
2022/23
|
CER
revenue growth
|
Organic
revenue
Growth
|
|
Revenue £m
|
Underlying
operating
profit(1)
£m
|
Margin
|
Revenue
£m
|
Underlying
operating profit(1)
£m
|
Margin
|
M&C
|
265.1
|
40.6
|
15.3%
|
265.9
|
36.4
|
13.6%
|
0%
|
(2%)
|
S&C
|
171.9
|
28.9
|
16.8%
|
165.3
|
25.1
|
15.2%
|
+4%
|
+2%
|
Unallocated
|
|
(12.3)
|
|
|
(12.2)
|
|
|
|
Total (CER)
|
437.0
|
57.2
|
13.1%
|
431.2
|
49.3
|
11.4%
|
+1%
|
(1%)
|
Pass-thru(2)
|
|
|
|
5.0
|
-
|
|
(1%)
|
|
FX
|
|
|
|
12.7
|
2.5
|
|
(3%)
|
|
Total
|
437.0
|
57.2
|
13.1%
|
448.9
|
51.8
|
11.5%
|
(3%)
|
|
(1) Underlying operating profit excludes
acquisition and disposal-related costs
(2) Revenue for FY 2022/23 included a £5.0m
one-off increase in semiconductor costs passed through to customers
at nil margin
Magnetics & Controls Division
("M&C")
The M&C division designs,
manufactures and supplies highly differentiated magnetic and power
components, embedded computing and interface controls, for
industrial applications. The division comprises two clusters and
three further businesses operating across 17 countries.
Products are manufactured in-house at one of the
division's 21 manufacturing facilities, with its principal sites
being in China, India, Mexico, USA, Poland, Sri Lanka, Thailand and
the UK. Geographically, 6% of sales by
destination are in the UK, 49% in the rest of Europe, 26% in North
America and 19% in Asia.
This year has seen three new
acquisitions into the division: Silvertel, a UK-based high
performance power-over-Ethernet modules business; Shape, a US
speciality transformer business to be part of the Noratel magnetics
cluster; and DTI, a US custom embedded modules business to be part
of the Beacon embedded modules cluster. Capacity of our facility in Thailand has also been expanded
and the move to a new facility in China is underway. Construction
of a larger production facility in Kerala, India has been put on
hold following the reduced demand by a major customer there. Our US
facility in Tempe, Arizona has been closed with production being
integrated into one of our existing sites in Mexico.
With supply chain conditions back
to normal during the year, the divisional order book normalised as
expected with orders reducing by 7% CER to £237.1m (FY 2022/23:
£254.9m CER) for a book-to-bill ratio of 0.90:1 against exceptional
prior year comparators. The book-to-bill ratio improved during the
year, from 0.89:1 in the first half to 0.91:1 in the second half.
Normalisation of inventories at customers led to sales reducing in
the year by 2% organically. Strong growth in North America of 19%
was offset by sales in Asia reducing by 15%, primarily due to one
major customer's slowdown in India, and the rest of Europe reducing
by 5%, mainly in Germany. Excluding one large customer destocking
in India, sales in Asia were down only 1%.
Combined with a 2% sales increase
from acquisitions, overall sales were in line with last year at
CER. Including the impact of translation from a stronger Sterling
on average, reported divisional revenue reduced by 6% to £265.1m
(FY 2022/23: £280.8m reported and £265.9m CER). Underlying operating profit of £40.6m was £4.2m (+12%) higher
than last year at CER and £2.2m (+6%) higher on a reported basis
(FY 2022/23: £38.4m). The underlying operating margin of 15.3% was
1.7pts higher than last year at CER and 1.6% higher on a reported
basis (FY 2022/23: 13.7%), reflecting the positive effect of
operating efficiencies, robust margins and higher margin
acquisitions.
Sensing & Connectivity Division
("S&C")
The S&C division designs,
manufactures and supplies highly differentiated sensing and
connectivity components for industrial applications and comprises
four clusters and three further businesses operating across nine
countries. Products are manufactured
in-house at one of the division's 15 manufacturing facilities, with
its principal ones being in Hungary, the Netherlands, Norway,
Slovakia, the UK and the US. Geographically, 22% of sales by destination are in the UK, 44% in the rest of
Europe, 23% in North America and 11% in Asia.
This year has seen two new
acquisitions into the division: 2J, a high performance antennas
business forming an RF (radio frequency) & wireless cluster
with our existing Antenova business and IKN, which is now part of
the Foss Nordic cabling business cluster. Additionally, the Group
has sold its lower margin, solar business unit within Santon,
enabling it to focus on its higher margin industrial business. This
year has also seen the opening of a new, purpose built, larger
facility in Germany for MTC, a business acquired in
2011.
As with the M&C division,
supply conditions returned to normal during the year, with the
divisional order book normalising as expected leading to orders
reducing by 11% CER to £152.6m (FY 2022/23: £170.9m CER) for a
book-to-bill ratio of 0.89:1, also against exceptional prior year
comparators. The book-to-bill ratio improved in the year, from
0.84:1 in the first half to 0.93:1 in the second half.
Normalisation of inventories at customers impacted sales which grew
by 2% organically, with 22% organic growth in North America and 7%
in the UK, offset by a 14% reduction in the rest of Europe and an
11% reduction in Asia, principally in China.
Combined with a 2% sales increase
from acquisitions less disposals, overall sales increased by 4%
CER. Including the impact of translation from a stronger Sterling
on average, reported divisional revenue increased by 2% to £171.9m
(FY 2022/23: £168.1m reported and £165.3m CER).
Underlying operating profit of
£28.9m was £3.8m (+15%) higher than last year at CER and £3.3m
(+13%) higher on a reported basis (FY 2022/23: £25.6m). The
underlying operating margin of 16.8% was 1.6ppts higher than last
year (FY 2022/23: 15.2%), which, as with the M&C division,
reflects the positive effect of operating efficiencies, robust
margins and higher margin acquisitions.
Design Wins Driving Future Recurring
Revenues
As a business with an engineering
led sales function, organic growth is achieved by identifying and
winning new design opportunities and as such, project design wins
are an indicator of new business creation. These are achieved by
working with customers at an early stage in their project design
cycle to identify opportunities. Once the products are specified
into their designs, a design win is registered which leads to
future recurring revenue streams.
The Group has a strong bank of
design wins built up over many years, creating the basis for the
Group's strong organic growth through the cycle. During the year,
new design wins were registered with an estimated lifetime value of
£337m, an increase of 23% over last year and with 90% being in our
target markets. This increase in design wins reflects both the
expected increase in customer project design activity at this stage
in the cycle, catch-up from designs that were paused during last
year's supply chain bottlenecks, and increased focus and
implementation by Group engineers.
Additionally, new project design
activity remains at a high level, being broad-based across all
target markets along with a smaller proportion in other market
areas with similar high quality recurring revenue characteristics
such as space, aeronautics and security. The total pipeline of
ongoing projects continues to be very strong.
Acquisitions
The market is highly fragmented
with many opportunities to acquire. Currently, the Group's pipeline
consists of around 250 possible targets of which a number are in
the active outreach phase and live deal negotiation at any
time.
The businesses we acquire are
typically led by entrepreneurs who wish to remain with the business
for a period following acquisition. We encourage this as it enables
integration and helps retain a dynamic, decentralised and
entrepreneurial culture.
We acquire high quality businesses
that are successful with good long-term growth prospects,
paying a price that reflects this quality whilst
generating good returns for shareholders. We invest in these businesses for growth and operational
performance development. According to the circumstances, we add
value in some or all of the following areas:
Strategy and
operations:
-
Creating a long-term strategy for growth with
operational leverage;
-
Grouping businesses into clusters;
-
Generating operational efficiencies;
-
Internationalising sales channels;
-
Accelerating organic growth by focusing sales
development onto target market areas, expanding the customer base
including through cross-selling, and;
-
Developing the product range.
People:
-
Investing in management capability;
-
Enabling peer networking and
collaboration;
-
Increasing diversity;
-
Succession planning and management
transition.
Sustainability:
-
Aligning sustainability strategies with those of
the Group;
-
Creating carbon emission reduction
plans;
-
Inclusion in the Group's SBTi net zero carbon
emission reduction program;
-
Providing training and development.
Investment:
-
Capital investment in manufacturing and
infrastructure;
-
Internationalising operations;
-
Expansion through further
acquisitions;
-
Upgrading systems such as IT.
Controls and support:
-
Implementing robust financial measurement, KPIs
and controls;
-
Finance and related support, such as treasury,
banking, legal, tax and insurance;
-
Risk management and internal audit.
The Group has acquired 26 design
and manufacturing businesses over the last 13 years, with the
Group's continuing revenues increasing to £437m in FY 2023/24 from
£10m in FY 2009/10. By taking a long-term approach to create
compounding organic growth in acquired and integrated businesses,
the Group has generated substantial value organically. As reported
in the finance section, our ROCE increases over time, broadly
according to the period of ownership.
During the year, the Group
completed five high margin acquisitions:
i)
Silvertel, a UK-based designer and manufacturer
of differentiated, high performance Power-over-Ethernet ("PoE")
modules and complementary products for global industrial electronic
connectivity markets, which sells into more than 70
countries. Silvertel was acquired
for an initial cash consideration of £21.7m on a
debt free, cash free basis, together with an earn-out of up to £23m
payable subject to Silvertel's performance over the next four
years.
ii)
2J, a Slovakian-based designer and manufacturer
of high performance antennas for industrial
electronic connectivity applications for a
cash consideration of €50.8m (£44.1m) on a debt free, cash free
basis. 2J, which
has subsidiaries in the US and UK and sells into more than 50
countries, will form a new technology cluster with the Group's
existing antenna business, Antenova, creating a leading platform in
the growing, high performance, industrial wireless connectivity
market.
iii) Three
smaller bolt-on deals for a total debt free, cash free
consideration of £17.0m for an average mid-single digit EBIT
multiple, namely: Shape, a US-based designer and manufacturer of
speciality transformers; DTI, a US-based designer and manufacturer
of custom embedded modules; and IKN, a Norwegian cable designer and
manufacturer. All three will be part of existing clusters, with
Shape part of the Noratel cluster, DTI part of the Beacon cluster
and IKN being part of the Foss cluster.
The Group's operating model is
well established and has facilitated the smooth integration of
acquired businesses. Through a combination of investment in
efficiency and leveraging of the broader Group's commercial
infrastructure, the businesses acquired since 2011 and owned for at
least two years delivered a return on investment ("EBIT ROI")
of 18.5% this year, well above our target of 15%.
Summary and Outlook
Over the past three years, the
underlying profitability of the business has nearly doubled on
revenues that have increased by almost 50% as the combination of
organic growth with efficiencies and higher margin acquisitions
came through. This year's results reflect
another strong performance against a tougher trading backdrop, with
good growth in underlying operating profits and margin, as well as
underlying earnings per share. Revenues in our Transportation,
Renewable and Medical markets delivered strong organic growth
whilst Industrial & Connectivity declined as a result of
customer destocking.
Cash generation has again been
strong reflecting both the high quality of earnings and the
capital-light nature of the business. Naturally, higher interest
rates have taken effect although we will see the corresponding
benefit if and when rates reduce.
Underlying operating profit grew
by 16% at constant exchange rates with underlying operating margin
increasing by 1.6ppts to over 13% driven organically by
efficiencies and value creation in our
technology clusters and by higher margin
acquisitions. Underlying operating cash
flow increased by 22% to £59m.
We made five acquisitions during
the year for a consideration of £83m. Our approach to long-term
compounding organic growth is delivering increasing ROCE over time,
with our longer standing acquisitions now generating 28% ROCE and
we expect our newer businesses to generate similar returns over
time. Our commitment to disciplined
capital allocation includes review of the business portfolio and
during the year we sold our solar switches production lines,
enabling us to focus on the remaining higher margin products in the
Santon business.
Whilst the softer market
conditions in some sectors are expected to continue for the first
half of the year, we have a strong pipeline of design wins, order
backlog and acquisition opportunities. With the benefit of a robust
balance sheet, we expect to make further progress in the year
ahead, in line with the Board's expectations, building on the essential role that our specialist products
provide for our customers.
Nick
Jefferies
Group Chief Executive
Group Financial
Results
Revenue and Orders
Group sales of £437.0m were 1%
higher than last year at CER after adjusting for pass-through sales
(FY 2022/23: £431.2m CER). Acquisitions and disposals in the last
12 months added a net 2% to organic sales which were 1% lower than
last year as customers continued to normalise their inventory
levels. Acquisitions comprised five deals this year plus two deals
last year and in the final quarter, the Group agreed the sale of
its lower margin, Santon solar business unit.
Last year's revenue included £5.0m
of one-off increases in semiconductor purchase costs due to the
unprecedented supply constraints. These costs were passed through
to customers at nil margin and impacted sales growth by 1%. A
stronger Sterling on average during the year, particularly compared
with Nordic currencies and the US Dollar, reduced sales by 3% on
translation, resulting in reported sales being 3% lower than last
year.
Revenue (£m)
|
FY
2023/24
|
FY
2022/23
|
%
|
Organic sales
|
404.4
|
408.1
|
(1%)
|
Acquisitions
|
18.6
|
|
|
Disposals
|
14.0
|
23.1
|
|
Sales at CER
|
437.0
|
431.2
|
+1%
|
Nil margin pass-thru
costs
|
|
5.0
|
(1%)
|
FX translation
|
|
12.7
|
(3%)
|
Reported sales
|
437.0
|
448.9
|
(3%)
|
As mentioned above, the Group
order book normalised as supply chains eased, ending the year at
£175m (c.4.5 months of sales) compared with £257m at 30 September
2022 (c.7 months of sales) at the height of global supply
constraints.
Orders for the year were £389.7m,
8% lower at CER than last year (FY 2022/23: £425.7m CER), in line
with the order book normalisation. The extent of normalisation
reduced during the year with a book to bill ratio of 0.87:1 in the
first half improving to 0.91:1 in the second half, for a full year
ratio of 0.89:1.
Group Operating Profit and Margin
Group underlying operating profit
for the year was £57.2m, a 10% increase on last year (FY 2022/23:
£51.8m), and 16% higher at CER, delivering an underlying operating
margin of 13.1%, 1.6ppts higher than last year (FY 2022/23: 11.5%)
and 1.7ppts higher at CER. Underlying operating margin in the
second half of the year increased to 13.4%, being well on track to
reach our targets of 13.5% in FY 2024/25 and 15% over the medium
term.
Group reported operating profit
for the year (including acquisition and disposal-related costs
discussed below) of £31.2m was £3.4m lower than last year (FY
2022/23: £34.6m). This was due to the costs arising from the
disposal of Santon's lower margin solar business unit (£5.9m) and
higher acquisition expenses (£3.9m) due to an increased number and
value of acquisitions this year (five deals for £83m) compared with
last year (two deals for £23m). Proceeds from the disposal will be
recognised in next year's accounts.
£m
|
FY 2023/24
|
FY
2022/23
|
|
Operating
profit
|
Finance
Cost
|
Profit before
tax
|
Operating profit
|
Finance
cost
|
Profit
before tax
|
Underlying
|
57.2
|
(9.0)
|
48.2
|
51.8
|
(5.5)
|
46.3
|
Underlying adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of acquired
intangibles
|
(16.2)
|
-
|
(16.2)
|
(15.8)
|
-
|
(15.8)
|
Acquisition & disposal
expenses
|
(9.8)
|
-
|
(9.8)
|
(1.4)
|
-
|
(1.4)
|
Reported
|
31.2
|
(9.0)
|
22.2
|
34.6
|
(5.5)
|
29.1
|
Underlying operating profit growth
has been achieved through a combination of strong operating
efficiencies and acquisitions as shown below:
£m
|
Underlying
Operating
Profit
|
FY 2022/23
|
51.8
|
|
|
Gross profit on lower organic
sales
|
(1.5)
|
Organic gross margin
improvement
|
4.9
|
Organic opex savings
|
0.5
|
Organic profit growth
|
3.9
|
Profit from acquired
companies
|
4.0
|
CER growth in operating
profits
|
59.7
|
Foreign exchange impact
|
(2.5)
|
FY 2023/24
|
57.2
|
£3.9m or half of the incremental
CER profits in the year were generated from organic operating
performance of the businesses driven by robust gross margins from
operational efficiencies and tight management of operating costs
amidst a high inflation environment. The remaining incremental
profits were delivered by the seven acquisitions made in the last
two years.
Sterling has been stronger this
year versus 12 months ago, compared with the US dollar (+4%) and
Nordic currencies (+7%), while the Euro was at the same level as
last year on average. This gave rise to a reduction in underlying
operating profits on translation of £2.5m for the year.
Underlying Adjustments
Underlying adjustments for the
year comprise the amortisation of acquired intangible assets of
£16.2m (FY 2022/23: £15.8m) together with acquisition and disposal
expenses of £9.8m (FY 2022/23: £1.4m).
The amortisation charge for the
year has increased over last year following the five acquisitions
completed during the year. With the annualisation effect of those
acquisitions, the expected charge for next year is
c.£17m.
£3.9m of the acquisition and
disposal expenses are the costs associated with the five
acquisitions during the year together with movements in accrued
contingent consideration costs relating to the acquisitions of
Limitor, Phoenix, CPI and Silvertel.
£5.9m of costs (of which c.£2.4m
are cash costs) arise from the agreed sale of Santon's lower margin
solar business unit including £3.0m of costs being the assets of
the business unit, and £2.9m of exit and restructuring costs.
c.£2.0m of profit is expected to accrue in FY 2024/25 on completion
of the disposal for an overall net transaction book loss of c.£4.0m
with a net cash inflow on the whole transaction arising next year
of c.£7m.
Financing Costs
Net finance costs for the year
were £9.0m (FY 2022/23: £5.5m) and include a £0.7m charge for
leased assets under IFRS 16 (FY 2022/23: £0.6m) and £0.6m charge
for amortised upfront facility costs (FY 2022/23: £0.6m). Finance
costs related to our banking facilities were £7.7m (FY 2022/23:
£4.3m) and have increased by 79%. This increase is mainly linked to
the rise in interest rates during last year and the first half of
this year. From April 2022 to September 2023, the Sterling base
rate increased from 0.75% to 5.25%, the US Dollar Federal rate from
0.5% to 5.5% and the ECB lending rate from 0% to 4.5%, these being
the Group's three principal borrowing currencies. Together with
five debt funded acquisitions in the last seven months of the year,
net finance costs for next year are expected to annualise to
c.£11m. Looking forward, with interest rates expected to have
peaked, and the Group's banking facility being at variable rates, a
1ppt reduction in interest rates would reduce annualised finance
costs by approximately £1.3m, and increase EPS by c.1.0p or
c.2.5%.
Underlying Tax Rate
The underlying effective tax rate
("ETR") for the year was 24.9%, marginally lower than last year's
rate (FY 2022/23: 25.3%) due to a positive
impact on this year's tax charge from adjustments to prior year tax
liabilities.
The overall ETR was 30% (FY
2022/23: 27%). This was higher than the underlying ETR due to there
being a lower rate of tax relief expected on acquisition and
disposal expenses (within underlying adjustments above).
£m
|
FY 2023/24
|
FY
2022/23
|
|
PBT
|
ETR
|
PBT
|
ETR
|
Group underlying
|
48.2
|
25%
|
46.3
|
25%
|
Amortisation of acquired
intangibles
|
(16.2)
|
22%
|
(15.8)
|
20%
|
Acquisition & disposal
expenses
|
(9.8)
|
16%
|
(1.4)
|
57%
|
Total reported
|
22.2
|
30%
|
29.1
|
27%
|
Profit Before Tax and EPS
Underlying profit before tax for
the year of £48.2m was £1.9m higher (+4%) than last year
(FY 2022/23: £46.3m), with underlying EPS
for the year also increasing by 5% to 36.8p (FY 2022/23:
35.2p).
£m
|
FY 2023/24
|
FY
2022/23
|
|
PBT
|
EPS
|
PBT
|
EPS
|
Underlying
|
48.2
|
36.8p
|
46.3
|
35.2p
|
Underlying adjustments
|
|
|
|
|
Amortisation of acquired
intangibles
|
(16.2)
|
|
(15.8)
|
|
Acquisition & disposal
expenses
|
(9.8)
|
|
(1.4)
|
|
Reported
|
22.2
|
15.8p
|
29.1
|
21.7p
|
After the underlying adjustments
above, reported profit before tax was £22.2m, a reduction of £6.9m
compared with last year (FY 2022/23: £29.1m) while reported fully
diluted earnings per share was 15.8p, 5.9p lower than last year (FY
2022/23: 21.7p). The reductions reflect the costs associated with
the agreed sale of Santon's solar business unit (with costs
recognised this year and income recognised only on receipt of the
sale proceeds next year) and expenses associated with the increased
level of acquisitions.
Working Capital
Working capital at 31 March 2024
was £77.5m equivalent to 16.6% of fourth quarter annualised sales
at CER with an additional £9.3m of working capital from
acquisitions during the last 12 months offset by £2.2m from foreign
exchange translation. This is 2.2ppts lower than at the half year
as Group inventory levels reduced following the global supply chain
constraints. The working capital ratio is higher than last year
when working capital was £69.4m or 15.1% of fourth quarter
annualised sales.
Working capital KPIs have remained
robust with debtor days of 50 (5 days above last year), creditor
days of 80 (in line with last year) and stock turns of 3.3 (0.1
turn better than last year).
Asset Return Ratios
ROCE for the year of 15.7% was
ahead of our 15% target and 0.6ppts ahead of ROCE reported at 30
September 2023 (H1 2023/24: 15.1%). While 0.2ppts below last year
(FY 2022/23: 15.9%), this reflects the dilutive effect of five
acquisitions for an £83m investment over the last seven
months.
Organic ROCE, excluding
acquisitions this year, was 17.8% (an increase of 1.9ppts on last
year) and we expect this to continue to grow well going forward.
The effect of compounding growth on acquisitions over time can be
seen in the ROCE for those businesses acquired more than 7 years
ago which have a ROCE of 28% including an apportionment of Group
central costs.
Return on Tangible Capital
Employed ("ROTCE") for the year, which excludes intangible and
non-operational assets, was 54.1% and illustrates both the strong
returns being generated by the Group's operational assets, and the
capital-light requirements of those businesses with capital
expenditure of only 1.1% of sales this year (FY 2022/23: 1.2%).
ROTCE was 5.8ppts ahead of last year (FY 2022/23: 48.3%) with
improvements from organic operating efficiency and also from
acquiring high margin businesses with low capital
requirements.
Cash Flow
Net debt at 31 March 2024,
excluding leases, was £104.0m, compared with £42.7m at 31 March
2023 with the increase in the year of £61.3m mainly related to five
acquisitions during the year partly offset by continued strong free
cash flow. The movements in net debt during the year are summarised
as follows:
£m
|
FY
2023/24
|
FY
2022/23
|
|
Opening net debt at 1
April
|
(42.7)
|
(30.2)
|
|
Free cash flow (see table
below)
|
37.0
|
33.0
|
|
Acquisitions &
disposals
|
(85.4)
|
(30.6)
|
|
Equity issuance (net of
taxes)
|
(0.3)
|
(0.6)
|
|
Dividends
|
(11.2)
|
(10.5)
|
|
Foreign exchange impact
|
(1.4)
|
(3.8)
|
|
Net debt at 31 March
|
(104.0)
|
(42.7)
|
|
Total acquisition costs of £85.4m
during the year comprised £82.8m on five acquisitions, on debt
free, cash free bases and £2.6m of acquisition and disposal
expenses.
Dividends of £11.2m paid during
the year were 7% higher than paid in the previous year (FY 2022/23:
£10.5m) mainly following a 6% increase in the total dividends
declared last year.
The cash impact from FX
translation was lower this year, compared to last year which saw
Sterling significantly weaken in particular compared to the US
Dollar. The Group's policy is to hold net debt in currencies
aligned to the currency of its cash flows in order to protect the
gearing of the Group.
Underlying operating cash flow and
free cash flow for the year (see
definitions in note 6 to the summary
consolidated financial statements) compared with last year are shown below:
£m
|
FY
2023/24
|
FY
2022/23
|
|
Underlying profit before tax
|
48.2
|
46.3
|
|
Net finance costs
|
9.0
|
5.5
|
|
Non-cash
items(1)
|
15.9
|
14.6
|
|
Underlying EBITDA
|
73.1
|
66.4
|
|
IFRS 16 - lease payments
|
(6.8)
|
(5.8)
|
|
EBITDA (incl. lease payments)
|
66.3
|
60.6
|
|
Changes in working
capital
|
(2.2)
|
(6.4)
|
|
Capital expenditure
|
(4.9)
|
(5.6)
|
|
Underlying operating cash flow
|
59.2
|
48.6
|
|
Finance costs
|
(7.7)
|
(5.0)
|
|
Taxation
|
(12.5)
|
(9.0)
|
|
Legacy pensions
|
(2.0)
|
(1.6)
|
|
Free
cash flow
|
37.0
|
33.0
|
|
(1) Non-cash items are depreciation, amortisation,
share based payments and IAS19 pension charge
Underlying EBITDA (pre IFRS 16
lease payments) of £73.1m was 10% higher than last year (FY
2022/23: £66.4m) reflecting operating efficiency combined with
contributions from the seven acquisitions made since the start of
last year.
During the year, the Group
invested £2.2m in working capital, a reduction of £4.2m on last
year as supply chain conditions continued to normalise with Group
inventory turns increasing to the highest level in the last two
years.
Capital expenditure of £4.9m was
invested during the year including various new production line
extensions, ERP upgrades and ESG initiatives. This represents 1.1%
of sales, down from 1.2% of sales last year illustrating the
capital-light nature of the Group's businesses.
£59.2m of underlying operating
cash flow was generated in the year, an increase of 22% on last
year (FY 2022/23: £48.6m) representing 103% of underlying operating
profit, well ahead of our 85% conversion target.
Finance cash costs of £7.7m were
£2.7m higher than last year, partly due to increased interest rates
and partly on additional levels of debt used to fund five
acquisitions during the year. Corporate income tax payments of
£12.5m were £3.5m ahead of last year reflecting higher
profitability this year and loss utilisation last year, notably in
the US.
Free cash flow (being cash flow
before dividends, acquisitions and equity fund raises) of £37.0m
was generated in the year, £4.0m or 12% higher than last year (FY
2022/23: £33.0m), a lower growth rate than underlying operating
cash flow due to the higher finance and tax costs. This represents
a free cash conversion rate of 102% of underlying earnings, again
well ahead of our 85% target. Over the last 10 years, the Group has
consistently achieved high levels of operating cash and free cash
conversion, averaging well in excess of 90%.
Banking Facilities
The Group has a £240m syndicated
banking facility which extends to August 2027. In addition, the Group has an £80m accordion facility which
it can use to extend the total facility up to £320m. The syndicated
facility is available both for acquisitions and for working capital
purposes, and comprises seven lending banks.
With net debt at 31 March 2024 of
£104.0m, the Group's gearing ratio at the end of the year (being
net debt divided by underlying EBITDA, excluding IFRS 16 and as
annualised for acquisitions) was 1.5x compared with a target
gearing range of between 1.5x and 2.0x. Excluding acquisitions in
the year, organic gearing reduced from 0.7x at 31 March 2023 to
0.3x following continued strong cash generation during the
year.
Balance Sheet
Net assets of £301.6m at 31 March
2024 were £2.0m lower than at the end of the last financial year
(31 March 2023: £303.6m). The decrease primarily relates to the net
profit after tax for the year of £15.5m partially offset by
currency translation impact of £7.7m and dividend payments this
year of £11.2m. The movement in net assets is summarised
below:
£m
|
FY
2023/24
|
Net assets at 31 March
2023
|
303.6
|
Net profit after tax
|
15.5
|
Dividend paid
|
(11.2)
|
Currency net assets - translation
impact
|
(7.7)
|
Loss on defined benefit
scheme
|
(0.9)
|
Share based payments (inc
tax)
|
2.3
|
Net assets at 31 March 2024
|
301.6
|
Defined Benefit Pension Scheme
The Group's IAS 19 pension asset,
associated with its legacy defined benefit pension scheme,
decreased this year by £2.0m from £2.3m at 31 March 2023, to £0.3m
at 31 March 2024 (30 September 2023: £0.7m). The key drivers were
the reduction in the value of fund assets and the cost of scheme administration.
Risks and Uncertainties
The principal risks faced by the
Group are covered in more detail in the Group's Annual Report,
which will be published shortly. These
risks comprise: the economic environment,
particularly linked to the geopolitical issues arising from the
ongoing conflicts in Ukraine and the Middle East; inflationary
headwinds and rising interest rates; the performance of acquired
companies; climate-related risks; loss of major customers or
suppliers; technological changes; major business disruption; cyber
security; loss of key personnel; inventory obsolescence; product
liability; liquidity and debt covenants; exposure to adverse
foreign currency movements; and non-compliance with legal and
regulatory requirements.
The Board reviewed the Group's
principal risks and the mitigating actions and processes in place
during the financial year. The Board's view is that risks
associated with the macroeconomic environment have increased during
the financial year, while the supply chain issues flagged last year
have reduced, with no material change to the relative importance or
quantum of the Group's other principal risks.
Risk management is an ongoing
process, and the Board will continue to monitor risks and the
mitigating actions in place. The Group's
risk management processes cover identification, impact assessment,
likely occurrence and mitigating actions. Some level of residual
risk, however, will always be present. The Group is well positioned
to manage such risks and uncertainties, if they arise, given its
strong balance sheet, committed banking facility of £240m and the
adaptability we have as an organisation.
Simon Gibbins
Group Finance Director
Consolidated Statement of Profit or Loss
for the year ended 31 March
2024
|
Notes
|
2024
£m
|
2023
£m
|
Revenue
|
4
|
437.0
|
448.9
|
Operating costs
|
|
(405.8)
|
(414.3)
|
Operating profit
|
7
|
31.2
|
34.6
|
Finance income
|
|
3.9
|
1.6
|
Finance costs
|
|
(12.9)
|
(7.1)
|
Profit before tax
|
|
22.2
|
29.1
|
Tax expense
|
|
(6.7)
|
(7.8)
|
Profit for the year
|
|
15.5
|
21.3
|
|
|
|
|
|
|
|
|
Earnings per share
|
11
|
|
|
Basic, profit for the
year
|
|
16.2p
|
22.3p
|
Diluted, profit for the
year
|
|
15.8p
|
21.7p
|
Supplementary Statement of Profit or Loss
information
Underlying performance measures
|
Notes
|
2024
£m
|
2023
£m
|
Operating profit
|
|
31.2
|
34.6
|
Add
back:
Acquisition and disposal expenses
|
|
9.8
|
1.4
|
Amortisation of acquired intangible assets
|
|
16.2
|
15.8
|
Underlying operating profit
|
6
|
57.2
|
51.8
|
|
|
|
|
Profit before tax
|
|
22.2
|
29.1
|
Add
back:
Acquisition and disposal expenses
|
|
9.8
|
1.4
|
Amortisation of acquired intangible assets
|
|
16.2
|
15.8
|
Underlying profit before tax
|
6
|
48.2
|
46.3
|
|
|
|
|
Underlying earnings per share
|
6
|
36.8p
|
35.2p
|
The above consolidated Statement
of Profit or Loss should be read in conjunction with the
accompanying notes.
Consolidated Statement of Comprehensive
Income
for the year ended 31 March
2024
|
Notes
|
2024
£m
|
2023
£m
|
Profit for the year
|
|
15.5
|
21.3
|
Other comprehensive
loss:
|
|
|
|
Items that will not be subsequently reclassified to profit or
loss:
|
|
|
|
Actuarial loss on defined benefit
pension scheme
|
16
|
(1.2)
|
(1.2)
|
Tax credit relating to defined
benefit pension scheme
|
|
0.3
|
0.3
|
|
|
(0.9)
|
(0.9)
|
Items that may be subsequently reclassified to profit or
loss:
|
|
|
|
Exchange differences on
translation of foreign subsidiaries
|
|
(7.7)
|
0.7
|
|
|
(7.7)
|
0.7
|
Other comprehensive loss for the year, net of
tax
|
|
(8.6)
|
(0.2)
|
Total comprehensive income for the year, net of
tax
|
|
6.9
|
21.1
|
The above consolidated Statement
of Comprehensive Income should be read in conjunction with the
accompanying notes.
Consolidated Statement of Financial Position
as at 31 March 2024
|
Notes
|
2024
£m
|
2023
£m
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
|
20.5
|
25.2
|
Intangible assets -
goodwill
|
12
|
231.7
|
188.1
|
Intangible assets -
other
|
|
97.8
|
83.9
|
Right of use assets
|
|
20.6
|
19.2
|
Pension asset
|
16
|
0.3
|
2.3
|
Other receivables
|
|
0.2
|
6.0
|
Deferred tax assets
|
|
9.9
|
11.2
|
|
|
381.0
|
335.9
|
Current assets
|
|
|
|
Inventories
|
|
80.1
|
90.0
|
Trade and other
receivables
|
|
88.8
|
74.6
|
Current tax assets
|
|
1.3
|
1.3
|
Cash and cash
equivalents
|
|
110.8
|
83.9
|
Assets held for sale
|
9
|
6.7
|
-
|
|
|
287.7
|
249.8
|
Total assets
|
|
668.7
|
585.7
|
Current liabilities
|
|
|
|
Trade and other
payables
|
|
(87.5)
|
(95.2)
|
Other financial
liabilities
|
|
(78.7)
|
(39.9)
|
Lease liabilities
|
|
(5.7)
|
(4.0)
|
Current tax liabilities
|
|
(8.3)
|
(10.4)
|
Provisions
|
|
(5.2)
|
(1.7)
|
|
|
(185.4)
|
(151.2)
|
Non-current liabilities
|
|
|
|
Trade and other
payables
|
|
(4.6)
|
(4.1)
|
Other financial
liabilities
|
|
(136.1)
|
(86.7)
|
Lease liabilities
|
|
(14.4)
|
(14.8)
|
Provisions
|
|
(3.6)
|
(4.2)
|
Deferred tax
liabilities
|
|
(23.0)
|
(21.1)
|
|
|
(181.7)
|
(130.9)
|
Total liabilities
|
|
(367.1)
|
(282.1)
|
Net assets
|
|
301.6
|
303.6
|
Equity
|
|
|
|
Share capital
|
15
|
4.8
|
4.8
|
Share premium
|
|
192.0
|
192.0
|
Merger reserve
|
|
2.9
|
2.9
|
Currency translation
reserve
|
|
(2.1)
|
5.6
|
Retained earnings
|
|
104.0
|
98.3
|
Total equity
|
|
301.6
|
303.6
|
The above consolidated Statement
of Financial Position should be read in conjunction with the
accompanying notes.
The Financial Statements were
approved by the Board of Directors on 4 June 2024 and signed on its
behalf by:
Nick
Jefferies
Simon Gibbins
Group Chief
Executive Group Finance
Director
Consolidated Statement of Changes in Equity
for the year ended 31 March
2024
|
Attributable to equity
holders of the Company
|
|
Share
capital
£m
|
Share
premium
£m
|
Merger
reserve
£m
|
Currency translation
reserve
£m
|
Retained
earnings
£m
|
Total
equity
£m
|
At 1 April 2022
|
4.7
|
192.0
|
10.5
|
4.9
|
78.3
|
290.4
|
Profit for the year
|
-
|
-
|
-
|
-
|
21.3
|
21.3
|
Other comprehensive
income/(loss)
|
-
|
-
|
-
|
0.7
|
(0.9)
|
(0.2)
|
Total comprehensive
income
|
-
|
-
|
-
|
0.7
|
20.4
|
21.1
|
Shares issue (note 15)
|
0.1
|
-
|
-
|
-
|
-
|
0.1
|
Share-based payments including
tax
|
-
|
-
|
-
|
-
|
2.5
|
2.5
|
Transfer to retained
earnings
|
-
|
-
|
(7.6)
|
-
|
7.6
|
-
|
Dividends (note 10)
|
-
|
-
|
-
|
-
|
(10.5)
|
(10.5)
|
At 31 March 2023
|
4.8
|
192.0
|
2.9
|
5.6
|
98.3
|
303.6
|
Profit for the year
|
-
|
-
|
-
|
-
|
15.5
|
15.5
|
Other comprehensive
loss
|
-
|
-
|
-
|
(7.7)
|
(0.9)
|
(8.6)
|
Total comprehensive
(loss)/income
|
-
|
-
|
-
|
(7.7)
|
14.6
|
6.9
|
Share-based payments including
tax
|
-
|
-
|
-
|
-
|
2.3
|
2.3
|
Dividends (note 10)
|
-
|
-
|
-
|
-
|
(11.2)
|
(11.2)
|
At 31 March 2024
|
4.8
|
192.0
|
2.9
|
(2.1)
|
104.0
|
301.6
|
The above consolidated Statement
of Changes in Equity should be read in conjunction with the
accompanying notes.
Consolidated Statement of Cash Flows
for the year ended 31 March
2024
|
Notes
|
2024
£m
|
2023
£m
|
Net cash flow from operating activities
|
14
|
41.2
|
36.3
|
Investing activities
|
|
|
|
Acquisition of businesses, net of
cash acquired
|
|
(82.8)
|
(22.8)
|
Contingent consideration related
to business acquisitions
|
|
-
|
(2.3)
|
Purchase of property, plant and
equipment
|
|
(4.8)
|
(5.4)
|
Purchase of intangible assets -
software
|
|
(0.1)
|
(0.2)
|
Interest received
|
|
3.9
|
1.4
|
Net cash used in investing activities
|
|
(83.8)
|
(29.3)
|
Financing activities
|
|
|
|
Proceeds from
borrowings
|
|
79.4
|
61.8
|
Repayment of borrowings
|
|
(28.9)
|
(44.9)
|
Payment of lease
liabilities
|
|
(6.1)
|
(5.2)
|
Dividends paid
|
10
|
(11.2)
|
(10.5)
|
Net cash generated from financing
activities
|
|
33.2
|
1.2
|
Net increase in cash and cash equivalents[1]
|
|
(9.4)
|
8.2
|
Net cash and cash equivalents at 1
April
|
|
43.4
|
36.9
|
Effect of exchange rate
fluctuations
|
|
(2.5)
|
(1.7)
|
Net cash and cash equivalents at 31 March
|
|
31.5
|
43.4
|
|
|
|
|
Reconciliation to cash and cash equivalents in the
consolidated Statement of Financial Position
|
|
|
|
Net cash and cash equivalents
shown above
|
|
31.5
|
43.4
|
Add back: bank
overdrafts
|
|
79.3
|
40.5
|
Cash and cash equivalents
presented in current assets in the consolidated Statement of
Financial Position
|
|
110.8
|
83.9
|
The above consolidated Statement
of Cash Flows should be read in conjunction with the accompanying
notes.
Notes to the Group consolidated Financial
Statements
for the year ended 31 March
2024
1. Publication of non-statutory accounts
The preliminary results were
authorised for issue by the Board of Directors on 4 June 2024. The
financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 March 2024 or
31 March 2023, but is derived from those accounts. Statutory
accounts for 2023 have been delivered to the Registrar of Companies
whereas those for 2024 will be delivered following the Company's
Annual General Meeting. The auditors have reported on those
accounts; their report was unqualified and did not contain a
statement under section 237 (2) or (3) of the Companies Act
2006.
2. Basis of preparation
The Group's consolidated Financial
Statements have been prepared in accordance with UK-adopted
International Accounting Standards (UK adopted IAS) and with
requirements of the Companies Act 2006 applicable to companies
reporting under those standards. The consolidated financial
statements are prepared under the historical cost convention,
unless otherwise stated.
The Group consolidated Financial
Statements are presented in pounds sterling and all values are
rounded to the nearest hundred thousand except as otherwise
indicated.
3. Going concern
In line with IAS 1 "Presentation
of Financial Statements" and revised guidance on "risk management,
internal control and related financial and business reporting",
management has taken into account all available information about
the future for a period of at least, but not limited to, 12 months
from the date of approval of the Financial Statements when
assessing the Group's and Company's ability to continue as a going
concern.
The Group's business activities,
together with factors which may adversely impact its future
development, performance and position, are set out in the Strategic
Report. The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described in the
Finance Review section of the Strategic Report.
The Group's forecasts and
projections, taking account of the sensitivity analysis of changes
in trading performance, show that the Group is well placed to
operate within its current debt facilities of £240m committed up to
the end of August 2027.
The Viability Base Case has been
subjected to sensitivity analysis involving flexing a number of the
underlying key assumptions, both individually and in conjunction.
The sensitivities take into account the principal risks and
uncertainties set out in the annual report, notably instability in
the economic environment, underperformance of
acquired businesses, climate-related risks, loss of key customers
and suppliers, major business disruption, liquidity restriction,
debt covenants and adverse foreign currency
movements.
The most severe but plausible
downside scenario assumes a worsening of the economic environment
caused by a number of factors including geo-political events and
significant reduction in consumer demand due to continuing
inflationary pressures and elevated interest rates. This downside
scenario results in a significant decline in second half sales of
FY 2024/25, negative sales growth in FY 2025/26 and modest growth
thereon in FY 2026/27. Additionally, operating margin was reduced,
working capital materially increased, significant one-off
expenditures included (such as product liability, major customer
insolvency or litigation, climate change, cyber-security incident),
interest rates increased, and the Group effective tax rate
increased.
After factoring in all of the
significant additional downsides, there remains good headroom both
in terms of liquidity and banking covenants. This is supported by
the fact that the Group sells a wide portfolio of different
products across a diverse set of industries and geographies, has
low customer/supplier concentration, has a global supply chain
network, diverse manufacturing capacity, and has well-established
relationships with its customers. These
factors are considered important in mitigating many of the risks
that could affect the long-term viability of the Group. As a
consequence, the Directors believe that the Group is well placed to
manage its principal risks and uncertainties as disclosed in the
Strategic Report.
Reverse stress testing has also
been applied to the most plausible downside scenario to determine
the level of downside that would be required before the Group would
breach its existing financial covenants or current liquidity
headroom during the assessment period. The reverse stress test was
conducted on the basis that certain mitigating actions would be
undertaken to reduce overheads and capital expenditure during the
period as sales declined and, on that basis, a fall in underlying
operating margin to below 6% in FY 2024/25 would be required before
such a breach occurred. The Board considers the possibility of such
a scenario to be remote and further mitigation, such as hiring
freezes, pay and bonus reductions, headcount reductions, reduction
in planned capital expenditure, suspension of dividend payments and
equity raise, would be available if future trading conditions
indicated that such an outcome were possible.
The Company acts as a holding
company for investments in the subsidiaries and does not engage in
any trading activities directly and thus is dependent on the
trading activities of its subsidiaries. The Company holds
sufficient net current assets as at 31 March 2024 to continue as a
going concern.
The Directors are confident that
the Company and the Group have sufficient resources to continue in
operational existence for at least 12 months from the date of
approval of the Financial Statements. Accordingly, they continue to
adopt the going concern basis in preparing the Annual Report and
Financial Statements.
4. Revenue
Group revenue is analysed
below:
|
2024
£m
|
2023
£m
|
Sale of goods
|
431.4
|
442.4
|
Rendering of services
|
5.6
|
6.5
|
Total revenue
|
437.0
|
448.9
|
5. Operating segment information
The Reportable Operating Segments
of the Group include two distinct divisions, Magnetics &
Controls ("M&C") and Sensing & Connectivity ("S&C").
Within each of these reportable operating segments are aggregated
business units with similar characteristics such as the nature of
customers, products, risk profile and economic
characteristics.
Management monitors the operating
results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment.
Segment performance is reported and evaluated based on operating
profit or loss earned by each segment. Unallocated costs relate to
central head office administration costs that are not directly
attributable to the Operating Segments.
Segment revenue and results
2024
|
Magnetics &
Controls
£m
|
Sensing &
Connectivity
£m
|
Unallocated
Costs
£m
|
Total
£m
|
Revenue
|
265.1
|
171.9
|
-
|
437.0
|
Result
|
|
|
|
|
Underlying operating
profit/(loss)
|
40.6
|
28.9
|
(12.3)
|
57.2
|
Acquisition and disposal
expenses
|
(2.2)
|
(7.6)
|
-
|
(9.8)
|
Amortisation of acquired
intangible assets
|
(6.6)
|
(9.6)
|
-
|
(16.2)
|
Operating profit/(loss)
|
31.8
|
11.7
|
(12.3)
|
31.2
|
2023
|
Magnetics &
Controls
£m
|
Sensing &
Connectivity
£m
|
Unallocated
Costs
£m
|
Total
£m
|
Revenue
|
280.8
|
168.1
|
-
|
448.9
|
Result
|
|
|
|
|
Underlying operating
profit/(loss)
|
38.4
|
25.6
|
(12.2)
|
51.8
|
Acquisition and disposal
expenses
|
-
|
(1.8)
|
0.4
|
(1.4)
|
Amortisation of acquired
intangible assets
|
(6.3)
|
(9.5)
|
-
|
(15.8)
|
Operating profit/(loss)
|
32.1
|
14.3
|
(11.8)
|
34.6
|
6. Underlying performance measures
These Financial Statements include
underlying performance measures that are not prepared in accordance
with IFRS. These alternative performance measures have been
selected by management to assist them in making operating decisions
as they represent the underlying operating performance of the Group
and facilitate internal comparisons of performance over
time.
Underlying performance measures
are presented in these Financial Statements as management believe
they provide investors with a means of evaluating performance of
the Group on a consistent basis, similar to the way in which
management evaluates performance, that is not otherwise apparent on
an IFRS basis, given that certain strategic non-recurring and
acquisition-related items that management does not believe are
indicative of the underlying operating performance of the Group are
included when preparing financial measures under IFRS. The trading
results of acquired businesses are included in underlying
performance.
The Directors consider there to be
the following key underlying performance measures:
Underlying operating
profit
"Underlying operating profit" is
defined as operating profit excluding acquisition and disposal
related costs (namely amortisation of acquired intangible assets
and acquisition and disposal expenses).
Acquisition and disposal expenses
comprise transaction costs relating to acquisitions and disposals,
contingent consideration relating to the retention of former owners
of acquired businesses, adjustments to previously estimated
contingent consideration, costs related to integration of acquired
businesses into the Group and expenses incurred in relation to the
disposal of the Santon solar business unit.
Underlying
EBITDA
"Underlying EBITDA" is defined as
underlying operating profit with depreciation, amortisation,
equity-settled share-based payment expense and IAS 19 pension cost
added back.
Underlying operating
margin
"Underlying operating margin" is
defined as underlying operating profit divided by
revenue.
Underlying profit before
tax
"Underlying profit before tax" is
defined as profit before tax excluding acquisition and disposal
related costs (namely amortisation of acquired intangible assets
and acquisition and disposal expenses).
Underlying tax charge /
Underlying effective Tax Rate ("ETR")
"Underlying tax charge" is defined
as the tax charge adjusted for the tax effect of the acquisition
and disposal related costs (namely amortisation of acquired
intangible assets and acquisition and disposal expenses) and other
tax charges and credits relating to acquisitions and
disposals.
"Underlying ETR" is defined as
underlying tax charge divided by underlying profit before
tax.
Underlying profit after
tax
"Underlying profit after tax" is
defined as profit for the year excluding acquisition and disposal
related costs (namely amortisation of acquired intangible assets
and acquisition and disposal expenses), net of the tax effect on
underlying profit.
Underlying earnings per
share
"Underlying earnings per share" is
calculated as underlying profit before tax reduced by the
underlying effective tax charge, divided by the weighted average
number of ordinary shares (for diluted earnings per share purposes)
in issue during the year.
Underlying operating cash
flow / Underlying operating cash
flow conversion
"Underlying operating cash flow"
is defined as underlying EBITDA adjusted for the investment in, or
release of, working capital and less the cash cost of capital
expenditure and lease payments.
"Underlying operating cash flow
conversion" is defined as underlying operating cash flow divided by
underlying operating profit.
Free cash flow / Free cash
flow conversion
"Free cash flow" is defined as net
cash flow before dividend payments, net proceeds from equity fund
raising, the cost of acquisitions and proceeds from business
disposals.
"Free cash flow conversion" is
free cash flow divided by underlying profit after tax.
Return on capital employed
("ROCE") / Return on tangible capital employed
("ROTCE")
"ROCE" is defined as underlying
operating profit, including the annualisation of profits of
acquired businesses, as a percentage of net assets excluding net
debt, deferred consideration related to discontinued operations,
assets held for sale and legacy defined benefit pension
asset/(liability).
"ROTCE" is defined as ROCE
excluding the value of acquired goodwill and intangibles, lease
liabilities, provisions and tax balances.
Organic and CER revenue
growth
"CER revenue growth" is defined as
growth rates at constant exchange rates, excluding the impact of
nil margin, one-off increase in semiconductor pass-through
costs.
"Organic revenue growth" is
defined as "CER revenue growth" adjusted for the effect of
acquisitions/disposals in the last 12 months.
Gearing
ratio
Gearing ratio is defined as net
debt divided by underlying EBITDA, including the annualisation of
acquired businesses, adjusted for lease payments.
The tables below show the
reconciliation to the IFRS reporting measures, for the main
underlying performance measures used by the Group.
Underlying operating profit / Underlying
EBITDA
Underlying operating profit and
EBITDA are calculated as follows:
|
|
2024
£m
|
2023
£m
|
Operating profit
|
|
31.2
|
34.6
|
Add
back
Acquisition and disposal expenses
|
(a)
|
9.8
|
1.4
|
Amortisation of acquired intangibles
|
(b)
|
16.2
|
15.8
|
Underlying operating profit
|
|
57.2
|
51.8
|
Add
back
Depreciation and amortisation
|
|
12.5
|
11.7
|
Share-based payment and IAS 19 pension cost
|
|
3.4
|
2.9
|
Underlying EBITDA
|
|
73.1
|
66.4
|
a. Acquisition expenses comprise £3.1m of transaction costs in
relation to the acquisition of Silvertel, 2J, Shape, DTI, IKN and
ongoing transactions, and £0.8m charge relating to the movement in
fair value of contingent consideration and assets acquired on past
acquisitions. Disposal expenses comprise £5.9m of expenses which
have been incurred in relation to the disposal of the Santon solar
business unit.
During the prior year, acquisition
and disposal expenses of £1.4m comprised £1.8m of transaction costs
in relation to the acquisition of CDT, Magnasphere and ongoing
transactions, £1.5m charge relating to the movement in fair value
of contingent consideration and assets acquired on past
acquisitions, offset by £0.4m credit relating to disposal costs in
connection with the Acal BFi disposal in 2022, and £1.5m in
relation to insurance receipts relating to a previous year
acquisition of CPI.
b. Amortisation charge for intangible assets recognised on
acquisition is £16.2m being the amortisation of acquired customer
relationships and patents. The equivalent charge last year was
£15.8m. The increase relates to the seven acquisitions during the
last two years offset by lower amortisation on fully written down
acquired intangible assets on past acquisitions.
Underlying profit before tax
Underlying profit before tax is
calculated as follows:
|
|
2024
£m
|
2023
£m
|
Profit before tax
|
|
22.2
|
29.1
|
Add
back
Acquisition and disposal expenses
|
|
9.8
|
1.4
|
Amortisation of acquired intangible assets
|
|
16.2
|
15.8
|
Underlying profit before tax
|
|
48.2
|
46.3
|
Underlying effective tax rate
Underlying effective tax rate
("ETR") is calculated as follows:
|
|
2024
£m
|
2023
£m
|
Underlying profit before
tax
|
|
48.2
|
46.3
|
Total tax charge
|
|
6.7
|
7.8
|
Add back tax effect of
amortisation of acquired intangible assets and acquisition and
disposal expenses and other tax charges and credits relating to
acquisitions and disposals
|
|
5.3
|
3.9
|
Underlying tax charge
|
|
12.0
|
11.7
|
Underlying effective tax
rate
|
|
24.9%
|
25.3%
|
Underlying profit after tax / Underlying earnings per share
Underlying profit after tax and
earnings per share are calculated as follows:
|
|
2024
£m
|
2023
£m
|
Profit for the year
|
|
15.5
|
21.3
|
Add
back
Acquisition and disposal expenses
|
|
9.8
|
1.4
|
Amortisation of acquired intangible assets
|
|
16.2
|
15.8
|
Tax charge relating to the above
adjustments
|
|
(5.3)
|
(3.9)
|
Underlying profit after tax
|
|
36.2
|
34.6
|
|
Number
|
Number
|
Weighted average number of shares
for basic earnings per share
|
95,835,775
|
95,426,255
|
Effect of dilution - share
options
|
2,450,593
|
2,917,061
|
Adjusted weighted average number of shares for diluted
earnings per share
|
98,286,368
|
98,343,316
|
Underlying earnings per share
|
36.8p
|
35.2p
|
Underlying operating cash flow / Free cash
flow
|
|
2024
£m
|
2023
£m
|
Underlying EBITDA
|
|
73.1
|
66.4
|
Lease payments
|
|
(6.8)
|
(5.8)
|
EBITDA (incl. lease payments)
|
|
66.3
|
60.6
|
Changes in working
capital
|
|
(2.2)
|
(6.4)
|
Capital expenditure
|
|
(4.9)
|
(5.6)
|
Underlying operating cash flow
|
|
59.2
|
48.6
|
Net interest paid
|
|
(7.7)
|
(5.0)
|
Tax payments
|
|
(12.5)
|
(9.0)
|
Legacy pension scheme
funding
|
|
(2.0)
|
(1.6)
|
Free cash flow
|
|
37.0
|
33.0
|
ROCE / ROTCE
ROCE and ROTCE are calculated as
follows:
|
|
2024
£m
|
2023
£m
|
Net assets
|
|
301.6
|
303.6
|
Less:
Deferred consideration in relation to disposed
businesses
|
|
(6.3)
|
(6.0)
|
Net debt
|
|
104.0
|
42.7
|
IAS 19 pension asset
|
|
(0.3)
|
(2.3)
|
Assets held for sale
|
|
(6.7)
|
-
|
Adjusted net assets
|
|
392.3
|
338.0
|
Less:
Goodwill
|
|
(231.7)
|
(188.1)
|
Acquired intangible assets
|
|
(96.2)
|
(82.7)
|
Deferred tax assets and liabilities
|
|
13.1
|
9.9
|
Current tax assets and liabilities
|
|
7.0
|
9.1
|
Lease liabilities
|
|
20.1
|
18.8
|
Provisions
|
|
8.8
|
5.9
|
Tangible Capital
|
|
113.4
|
110.9
|
|
|
|
|
Underlying operating
profit
|
|
57.2
|
51.8
|
Add:
Annualisation of acquired businesses
|
|
4.2
|
1.8
|
Annualised operating
profit
|
|
61.4
|
53.6
|
ROCE
|
|
15.7%
|
15.9%
|
|
|
|
|
ROTCE
|
|
54.1%
|
48.3%
|
Organic and CER revenue growth
Organic and CER revenue growth are
calculated as follows:
|
|
2024
£m
|
2023
£m
|
Revenue
|
|
437.0
|
448.9
|
FX translation impact
|
|
-
|
(12.7)
|
One-off increase in semiconductor
pass-through cost
|
|
-
|
(5.0)
|
Underlying (CER)
revenue
|
|
437.0
|
431.2
|
Acquisitions and
disposals
|
|
(32.6)
|
(23.1)
|
Organic revenue
|
|
404.4
|
408.1
|
|
|
|
|
|
Organic growth for the Group
compared with last year is calculated at constant exchange rates
("CER") and is shown excluding the first 12 months of acquisitions
post completion (CDT in June 2022, Magnasphere in January 2023,
Silvertel in September 2023, 2J in September 2023, Shape in January
2024, DTI in March 2024 and IKN in March 2024) and the results of
the Santon solar business unit.
Gearing ratio
Gearing ratio is calculated as
follows:
|
|
2024
£m
|
2023
£m
|
Net debt
|
|
104.0
|
42.7
|
Underlying EBITDA
|
|
73.1
|
66.4
|
Lease payments
|
|
(6.8)
|
(5.8)
|
Annualisation of acquired
businesses
|
|
4.2
|
2.0
|
Adjusted EBITDA
|
|
70.5
|
62.6
|
Gearing ratio
|
|
1.5
|
0.7
|
7. Operating profit
|
2024
£m
|
2023
£m
|
Revenue
|
437.0
|
448.9
|
Direct materials/direct
labour
|
(255.0)
|
(274.9)
|
Other cost of goods
sold
|
(5.0)
|
(4.8)
|
Selling and distribution
costs
|
(41.0)
|
(45.4)
|
Administrative
expenses1
|
(104.8)
|
(89.2)
|
Operating profit
|
31.2
|
34.6
|
1) Administrative expenses
includes acquisition and disposal related costs (amortisation of
acquired intangible assets of £16.2m and
acquisition and disposal expenses of £9.8m) totalling £26.0m (2023:
£17.2m).
8.
Business combinations
Acquisitions in the year ended 31 March
2024
Acquisition of Silvertel
On 30 August 2023, the Group
completed the acquisition of Silver Telecom Limited ("Silvertel"),
a company incorporated in the United Kingdom by acquiring 100% of
the shares of its parent company SLV Holdings Limited. Silvertel is
a designer and manufacturer of differentiated, high-performance
Power-over-Ethernet ("PoE") modules and complementary products for
global industrial electronic connectivity markets.
Silvertel was acquired for an
initial cash consideration of £23.0m before expenses, funded from
the Group's existing debt facilities. In addition, contingent
payments of up to £23.0m will be payable subject to Silvertel's
EBIT performance over the next four years. This includes up to
£4.0m payable subject to continuous employment during the
performance period.
The provisional fair value of the
identifiable assets and liabilities of Silvertel at the date of
acquisition was:
|
|
Provisional
fair value
recognised
at
acquisition
£m
|
Intangible assets - other
(incl. customer
relationships)
|
|
|
9.3
|
Property, plant and
equipment
|
|
|
0.1
|
Right of use assets
|
|
|
0.2
|
Inventories
|
|
|
2.6
|
Trade and other
receivables
|
|
|
1.4
|
Net cash
|
|
|
1.6
|
Trade and other payables
|
|
|
(0.9)
|
Current tax liabilities
|
|
|
(0.4)
|
Deferred tax liabilities
|
|
|
(2.4)
|
Lease liabilities
|
|
|
(0.2)
|
Total identifiable net assets
|
|
|
11.3
|
Provisional goodwill arising on acquisition
|
|
|
14.5
|
Total investment
|
|
|
25.8
|
|
|
|
|
Discharged by
|
|
|
|
Initial cash
consideration
|
|
|
23.0
|
Contingent consideration
|
|
|
2.8
|
|
|
|
25.8
|
Net cash outflows in respect of the
acquisition comprise:
|
|
|
Total
£m
|
Cash consideration
|
|
|
23.0
|
Transaction costs (included in
operating cash flows) 1
|
|
|
0.6
|
Net cash acquired
|
|
|
(1.6)
|
|
|
|
22.0
|
1) Acquisition costs of £0.6m were
expensed as incurred in the period ended 31 March 2024. These were
included within operating costs.
Included in cash flow from
investing activities is the cash consideration of £23.0m and the
pre-acquisition tax settled of £0.3m, offset by the net cash
acquired of £1.6m.
The goodwill is attributable to
the workforce and the high profitability of the acquired business.
It will not be deductible for tax purposes. Included in the £14.5m of goodwill recognised above are
certain intangible assets that cannot be individually separated and
reliably measured, due to their nature. These include the value of
expected operational benefits. All the acquired receivables are
expected to be collected.
Acquisition of 2J Antennas
On 12 September 2023, the Group
completed the acquisition of 2J Antennas Group ("2J"), by acquiring
100% equity and voting rights of 2J Antennas, s.r.o. (Slovakia), 2J
Antennas UK Limited and 2J Antennas USA Corp.
2J is a leading designer and
manufacturer of high-performance antennas for industrial electronic
connectivity applications. 2J was acquired for an initial cash
consideration of £44.9m (€52.4m), before expenses, funded from the
Group's existing debt facilities.
The provisional fair value of the
identifiable assets and liabilities of 2J at the date of
acquisition was:
|
|
Provisional
fair value
recognised
at
acquisition
£m
|
Intangible assets - other
(incl. customer
relationships)
|
|
|
16.2
|
Property, plant and
equipment
|
|
|
0.5
|
Right of use assets
|
|
|
0.2
|
Inventories
|
|
|
2.8
|
Trade and other
receivables
|
|
|
1.9
|
Cash and cash
equivalents
|
|
|
1.3
|
Overdraft
|
|
|
(0.4)
|
Trade and other payables
|
|
|
(1.1)
|
Current tax
|
|
|
(1.6)
|
Deferred tax liabilities
|
|
|
(3.4)
|
Lease liabilities
|
|
|
(0.2)
|
Total identifiable net assets
|
|
|
16.2
|
Provisional goodwill arising on acquisition
|
|
|
28.7
|
Total investment
|
|
|
44.9
|
|
|
|
|
Discharged by
|
|
|
|
Cash
|
|
|
44.9
|
Net cash outflows in respect of the
acquisition comprise:
|
|
|
Total
£m
|
Cash consideration
|
|
|
44.9
|
Transaction costs (included in
operating cash flows) 1
|
|
|
1.0
|
Net cash acquired
|
|
|
(0.9)
|
|
|
|
45.0
|
1) Acquisition costs of £1.0m were
expensed as incurred in the period ended 31 March 2024. These were
included within operating costs.
Included in cash flow from
investing activities is the cash consideration of £44.9m
and settlement of pre-acquisition tax liabilities
of £0.1m, offset by the net cash acquired of
£0.9m.
The goodwill is attributable to
the workforce and the high profitability of the acquired business.
It will not be deductible for tax purposes. Included in the £28.7m
of goodwill recognised above are certain intangible assets that
cannot be individually separated and reliably measured, due to
their nature. These include the value of expected operational
benefits. All the acquired receivables are expected to be
collected.
Other acquisitions
Shape
On 24 January 2024, the Group
completed the acquisition of Shape LLC ("Shape"), a company
incorporated in the US, by acquiring 100% of the membership
interests of Shape LLC.
Shape is a US-based designer and
manufacturer of specialty transformer equipment. Shape was acquired
for an initial cash consideration of £7.9m ($10.0m), before
expenses, funded from the Group's existing debt
facilities.
DTI
On 6 March 2024, the Group
completed the acquisition of Diamond Technologies, Inc. ("DTI"), a
company incorporated in the US, by acquiring 100% of DTI
shares.
DTI specialises
in customised data collection products geared primarily to original
equipment manufacturers ("OEM"), including OEM focused embedded
barcode, RFID, vision and embedded gateway and controller
solutions. DTI was acquired for an initial cash
consideration of £6.6m ($8.4m), before expenses, funded from the
Group's existing debt facilities. In
addition, a contingent payment of up to £3.2m will be payable
subject to DTI's financial performance over the next three years,
subject to the seller's continuous employment during the
performance period.
IKN
On 16 March 2024, the Group
completed the acquisition of IKN AS ("IKN"), a company incorporated
in Norway, by acquiring 100% of IKN AS shares.
IKN specialises
in products and services for data centres, networking and
cabling systems. IKN was acquired for an initial cash consideration
of £2.5m (NOK 33.6m), before expenses, funded from the Group's
existing debt facilities In addition, a
contingent payment of up to £0.3m (NOK 3.4m) will be payable
subject to IKN's revenue performance over the period ending 31
December 2024 and subject to IKN achieving certain integration
targets.
The combined provisional fair
value of the identifiable assets and liabilities of the three
acquisitions above, at the date of acquisition was:
|
|
Provisional
fair value
recognised
at
acquisition
£m
|
Intangible assets - other
(incl. customer
relationships)
|
|
|
7.3
|
Property, plant and
equipment
|
|
|
0.1
|
Right of use assets
|
|
|
1.1
|
Inventories
|
|
|
2.8
|
Trade and other
receivables
|
|
|
2.4
|
Net cash
|
|
|
0.8
|
Trade and other payables
|
|
|
(2.1)
|
Current tax liabilities
|
|
|
(0.1)
|
Deferred tax liabilities
|
|
|
(0.2)
|
Lease liabilities
|
|
|
(1.1)
|
Total identifiable net assets
|
|
|
11.0
|
Provisional goodwill arising on acquisition
|
|
|
6.1
|
Total investment
|
|
|
17.1
|
|
|
|
|
Discharged by
|
|
|
|
Initial cash
consideration
|
|
|
17.0
|
Contingent consideration
|
|
|
0.1
|
|
|
|
17.1
|
Net cash outflows in respect of the
acquisition comprise:
|
|
|
Total
£m
|
Cash consideration
|
|
|
17.0
|
Transaction related
bonuses
|
|
|
0.8
|
Transaction costs (included in
operating cash flows) 1
|
|
|
0.9
|
Net cash acquired
|
|
|
(0.8)
|
|
|
|
17.9
|
|
|
|
|
|
1) Acquisition costs of £0.9m were
expensed as incurred in the period ended 31 March 2024. These were
included within operating costs.
Included in cash flow from
investing activities is the cash consideration of £17.0m and the
transaction bonus of £0.8m, offset by the net cash acquired of
£0.8m.
The goodwill is attributable to the
workforce and the high profitability of the acquired businesses. It
will not be deductible for tax purposes. Included
in the £6.1m of goodwill recognised above are certain intangible
assets that cannot be individually separated and reliably measured,
due to their nature. These include the value of expected
operational benefits. All the acquired receivables are expected to
be collected.
9. Assets held for sale
In December 2023, the Group agreed
to sell certain assets of its Santon solar business unit (the
"disposal group") based in the Netherlands. The consideration for
the disposal comprises £2.6m plus up to £3.4m in relation to
inventory transferred to the buyer. Completion of the sale is
subject to the transfer of production lines, inventory and other
related assets to the buyer's location. In conjunction with this
disposal, the Group also intends to sell its manufacturing facility
in the Netherlands with the retained business moving to a smaller
facility. The disposals of both the solar business unit and the
manufacturing facility are expected to complete in the financial
year ending 31 March 2025 and expected to generate net cash inflow
of c.£7m after costs.
As the Group expects to recover
the carrying value of these assets through a sale transaction
within the next financial year, in accordance with IFRS 5 'Assets
held for sale and discontinued operations', the disposal group and
the manufacturing facility have been classified as assets held for
sale at the balance sheet date for the year ended 31 March
2024.
The disposal group is not
considered to be a major line of operation and does not represent
one of the Group's cash generating units. Accordingly its results
are not presented as a discontinued operation for the years ended
31 March 2024 and 31 March 2023.
In accordance with IFRS 5, a plan
to dispose of an asset is considered to be an impairment indicator.
Therefore, the assets of the disposal group and the manufacturing
facility have been tested for impairment and measured at the lower
of their carrying amount and fair value less cost to sell at the
time of the reclassification. This has resulted in the recognition
of a write-down of £2.7m relating to the goodwill and other
intangible assets of the disposal group during the year ended 31
March 2024. There was no impact on the carrying value of the
manufacturing facility.
The assets included as held for
sale and that are presented within total assets of the Sensing
& Connectivity segment (note 5), are the following:
|
|
|
2024
£m
|
Disposal group held for sale
|
|
|
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
|
|
2.1
|
Intangible assets -
other
|
|
|
0.2
|
Current assets
|
|
|
|
Inventory
|
|
|
1.9
|
|
|
|
4.2
|
Non-current assets held for sale
|
|
|
|
Property, plant and
equipment
|
|
|
2.5
|
Total assets classified as held for sale
|
|
|
6.7
|
|
|
|
|
10. Dividends
Dividends recognised in equity as distributions to equity
holders in the year:
|
2024
£m
|
2023
£m
|
Equity dividends on ordinary
shares:
|
|
|
Final dividend for the year ended
31 March 2023 of 7.90p (2022: 7.45p)
|
7.6
|
7.1
|
Interim dividend for the year
ended 31 March 2024 of 3.75p (2023: 3.55p)
|
3.6
|
3.4
|
Total amounts recognised as equity distributions during the
year
|
11.2
|
10.5
|
Proposed for approval at AGM:
|
2024
£m
|
2023
£m
|
Equity dividends on ordinary
shares:
|
|
|
Final dividend for the year ended
31 March 2024 of 8.25p (2023: 7.90p)
|
7.9
|
7.6
|
Summary
|
|
|
Dividends per share declared in
respect of the year
|
12.00p
|
11.45p
|
Dividends per share paid in the
year
|
11.65p
|
11.00p
|
Dividends paid in the
year
|
£11.2m
|
£10.5m
|
11. Earnings per share
Basic earnings per share is
calculated by dividing the net profit for the year attributable to
ordinary equity holders of the Company by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share is the
basic earnings per share after allowing for the dilutive effect of
the conversion into ordinary shares of the weighted average number
of options outstanding during the year.
The following reflects the income
and share data used in the basic and diluted earnings per share
calculations.
|
2024
£m
|
2023
£m
|
Profit after tax for the year
|
15.5
|
21.3
|
|
|
|
|
Number
|
Number
|
Weighted average number of shares
for basic earnings per share
|
95,835,775
|
95,426,255
|
Effect of dilution - share
options
|
2,450,593
|
2,917,061
|
Adjusted weighted average number of shares for diluted
earnings per share
|
98,286,368
|
98,343,316
|
Basic earnings per
share
|
16.2p
|
22.3p
|
Diluted earnings per
share
|
15.8p
|
21.7p
|
At the year-end, there were
2,713,941 ordinary share options in issue that could potentially
dilute underlying earnings per share in the future, of which
2,450,593 are currently dilutive (2023: 3,025,959 in issue and
2,917,061 dilutive).
12. Intangible assets - goodwill
Cost
|
£m
|
At 1 April 2022
|
175.7
|
Business acquired
|
11.5
|
Exchange adjustments
|
0.9
|
At 31 March 2023
|
188.1
|
Business acquired (note
7)
|
49.3
|
Exchange adjustments
|
(4.0)
|
At 31 March 2024
|
233.4
|
|
|
Impairment
|
£m
|
At 31 March 2023
|
-
|
Impairment
charge1
|
(1.7)
|
At 31 March 2024
|
(1.7)
|
|
|
Net book value at 31 March 2024
|
231.7
|
Net book value at 31 March
2023
|
188.1
|
1) Write-down of intangible assets related to the disposal group
(note 9).
Goodwill acquired through business
combinations is allocated to cash-generating units ("CGUs") and
tested annually for impairment. Newly acquired entities might be a
single CGU until such time as they can be
integrated.
The
Group's operations are organised into two distinct divisions,
Magnetics & Controls ("M&C") and Sensing & Connectivity
("S&C"). Within each division are aggregated business units
which generate largely independent cash inflows and are considered
to be individual CGUs from an impairment testing
perspective.
The carrying value of goodwill is
analysed as follows:
|
2024
£m
|
2023
£m
|
Magnetics &
Controls
|
106.4
|
89.0
|
Sensing &
Connectivity
|
125.3
|
99.1
|
|
231.7
|
188.1
|
The movement in goodwill compared
to prior year relates mainly to the movement in foreign exchange
rates and to Silvertel, 2J, Shape, DTI and IKN which were acquired
in the year (note 7).
13. Movements in cash and net debt
Year to 31 March 2024
|
1
April
2023
£m
|
Cash
flow
£m
|
Non-cash
changes
£m
|
31 March
2024
£m
|
Cash and cash
equivalents
|
83.9
|
29.2
|
(2.3)
|
110.8
|
Bank overdrafts
|
(40.5)
|
(38.6)
|
(0.2)
|
(79.3)
|
Net cash
|
43.4
|
(9.4)
|
(2.5)
|
31.5
|
Bank loans over one
year
|
(88.1)
|
(51.1)
|
1.7
|
(137.5)
|
Capitalised debt costs
|
2.0
|
0.6
|
(0.6)
|
2.0
|
Total loan capital
|
(86.1)
|
(50.5)
|
1.1
|
(135.5)
|
Net debt
|
(42.7)
|
(59.9)
|
(1.4)
|
(104.0)
|
Lease liability
|
(18.8)
|
6.8
|
(8.1)
|
(20.1)
|
Net debt (incl. lease liability)
|
(61.5)
|
(53.1)
|
(9.5)
|
(124.1)
|
Bank loans over one year above
include £137.4m (2023: £88.1m) drawn down against the Group's
revolving credit facility.
Bank overdrafts reflect the
aggregated gross overdrawn balances of Group companies (even if
those companies have other positive cash balances). The overdrafts
and cash and cash equivalents are held with the Group's
relationship banks with a legal right to offset.
Year to 31 March 2023
|
1
April
2022
£m
|
Cash
flow
£m
|
Non-cash
changes
£m
|
31
March
2023
£m
|
Cash and cash
equivalents
|
108.8
|
(23.4)
|
(1.5)
|
83.9
|
Bank overdrafts
|
(71.9)
|
31.6
|
(0.2)
|
(40.5)
|
Net cash
|
36.9
|
8.2
|
(1.7)
|
43.4
|
Bank loans over one
year
|
(67.8)
|
(18.6)
|
(1.7)
|
(88.1)
|
Capitalised debt costs
|
0.7
|
1.7
|
(0.4)
|
2.0
|
Total loan capital
|
(67.1)
|
(16.9)
|
(2.1)
|
(86.1)
|
Net debt
|
(30.2)
|
(8.7)
|
(3.8)
|
(42.7)
|
Lease liability
|
(21.1)
|
5.8
|
(3.5)
|
(18.8)
|
Net debt (incl. lease
liability)
|
(51.3)
|
(2.9)
|
(7.3)
|
(61.5)
|
14. Reconciliation of cash flows from operating
activities
|
2024
£m
|
2023
£m
|
Profit for the year
|
15.5
|
21.3
|
Tax expense
|
6.7
|
7.8
|
Net finance costs
|
9.0
|
5.5
|
Depreciation of property, plant
and equipment
|
4.7
|
4.6
|
Depreciation of right of use
assets
|
6.6
|
5.8
|
Amortisation of intangible assets
- other
|
16.5
|
16.5
|
Write-down of assets related to
disposal group - other intangible assets
|
1.0
|
-
|
Write-down of asset related to
disposal group - goodwill
|
1.7
|
-
|
Loss on disposal of property,
plant and equipment
|
0.2
|
-
|
Loss on disposal of intangible
assets
|
-
|
0.6
|
Change in provisions
|
2.6
|
(0.2)
|
Pension scheme funding
|
(2.0)
|
(1.6)
|
IAS 19 pension charge
|
0.8
|
0.7
|
Contingent consideration related
to business acquisitions
|
-
|
(4.0)
|
Business disposal costs
|
-
|
(1.2)
|
Associated taxes on
LTIPs
|
(0.3)
|
(0.6)
|
Impact of equity-settled
share-based payment expense and associated taxes
|
2.6
|
2.2
|
Operating cash flows before changes in working
capital
|
65.6
|
57.4
|
Decrease/(Increase) in
inventories
|
14.5
|
(8.6)
|
(Increase)/Decrease in trade and
other receivables
|
(3.0)
|
5.0
|
Decrease in trade and other
payables
|
(11.1)
|
(1.7)
|
Decrease/(Increase) in working
capital
|
0.4
|
(5.3)
|
Cash generated from operations
|
66.0
|
52.1
|
Interest paid
|
(11.6)
|
(6.2)
|
Interest paid on lease
liabilities
|
(0.7)
|
(0.6)
|
Income taxes paid
|
(12.5)
|
(9.0)
|
Net cash flow from operating activities
|
41.2
|
36.3
|
15. Share capital
Allotted, called up and fully paid
|
2024
Number
|
2024
£m
|
2023
Number
|
2023
£m
|
Ordinary shares of 5p
each
|
96,356,109
|
4.8
|
96,356,109
|
4.8
|
During the year to 31 March 2024,
no shares were issued to the Group's Employee Benefit Trust (2023:
900,000). At 31 March 2024 the Trust held 414,600 shares (2023:
690,092). During the year to 31 March 2024, employees exercised
275,492 share options under the terms of the various share option
schemes (2023: 378,333).
16. Pension
The acquisition of the Sedgemoor
Group in June 1999 brought with it certain defined benefit pension
schemes, together "the Sedgemoor Scheme". The Sedgemoor Scheme is
funded by the Group, provides retirement benefits based on final
pensionable salary and its assets are held in a separate
trustee-administered fund.
Following the acquisition of the
Sedgemoor Group, the Sedgemoor Scheme was closed to new members.
Shortly thereafter, employees were given the opportunity to join
the discoverIE scheme and future service benefits ceased to accrue
to members under the Sedgemoor Scheme.
Contributions to the Sedgemoor
Scheme are determined in accordance with the advice of independent,
professionally qualified actuaries and are set based upon funding
valuations carried out every three years.
Based upon the results of the
triennial funding valuation at 31 March 2021, the Sedgemoor
Scheme's Trustees agreed with Sedgemoor Limited on behalf of the
participating employers to continue the same rate of participating
employer's contributions under the deficit recovery plan agreed at
the previous valuation at 31 March 2018. This required
contributions of £1.9m over the year to 31 March 2022, with
subsequent contributions of £1.9m p.a. increasing by 3% each April
payable over the period to 30 April 2024. After the valuation, in
December 2022, it was agreed with the Trustees that, with effect
from January 2023, these contributions could be paid into an escrow
account to the benefit of the Trustees unless and until such time
as pension benefits are fully secured with an insurer and the
scheme wound up. For the year ended 31 March 2024, a total of £2.0m
(2023: £0.2m) was paid into the escrow account and is reported
under trade and other receivables.
The IAS 19 defined benefit pension
scheme asset at 31 March 2024 was £0.3m (31 March 2023: £2.3m). The
key drivers in the movement from prior year were the reduction in
value of fund assets and the cost of scheme
administration.
17. Exchange rates
The profit and loss accounts of
overseas subsidiaries are translated into Sterling at average rates
of exchange for the year and consolidated Statements of Financial
Position are translated at year-end rates. The main currencies are
the US Dollar, the Euro and the Norwegian Krone. Details of the
exchange rates used are as follows:
|
Year to 31 March
2024
|
Year to
31 March 2023
|
Closing
rate
|
Average
rate
|
Closing
Rate
|
Average
rate
|
US Dollar
|
1.2643
|
1.2566
|
1.2369
|
1.2058
|
Euro
|
1.1695
|
1.1585
|
1.1374
|
1.1576
|
Norwegian Krone
|
13.6814
|
13.3524
|
12.9595
|
11.9778
|
18. Events after the reporting date
There were no matters arising,
between the balance sheet date and the date on which these
Financial Statements were approved by the Board of Directors,
requiring adjustment in accordance with IAS 10 "Events after the
Reporting Period". The following important non-adjusting events
should be noted:
Dividends
A final dividend of 8.25p per
share (2023: 7.90p), amounting to a dividend of £7.9m (2023: £7.6m)
and bringing the total dividend for the year to 12.00p (2023:
11.45p), was declared by the Board on 4 June 2024. The Group
Financial Statements do not reflect this dividend.