3
DECEMBER 2024
discoverIE Group plc
Interim results for the six months ended 30
September 2024
Resilient through-cycle
performance with structural efficiencies
and record operating
margin
discoverIE Group plc (LSE: DSCV,
"discoverIE" or "the Group"), a leading
international designer and manufacturer of customised electronics
to industry, today announces its interim
results for the six month period ended 30 September 2024 ("H1
2024/25" or "the Period").
|
H1 2024/25
|
H1
2023/24
|
Growth
%
|
CER(2) growth %
|
Revenue
|
£211.1m
|
£222.0m
|
-5%
|
-4%
|
Underlying operating
profit(1)
|
£29.1m
|
£28.6m
|
+2%
|
+4%
|
|
|
|
|
|
Underlying operating
margin(1)
|
13.8%
|
12.9%
|
+0.9ppt
|
+1.0ppt
|
|
|
|
|
|
Underlying profit before
tax(1)
|
£23.8m
|
£25.1m
|
-5%
|
|
|
|
|
|
|
Underlying
EPS(1)
|
18.4p
|
19.2p
|
-4%
|
|
Reported profit before
tax
|
£15.8m
|
£16.0m
|
-1%
|
|
|
|
|
|
|
Reported fully diluted
EPS
|
12.2p
|
11.7p
|
+4%
|
|
Interim dividend per
share
|
3.90p
|
3.75p
|
+4%
|
|
|
|
|
|
|
Highlights
· Revenue down 4% CER,
reflecting industry de-stocking and lead-time
normalisation
o Organic sales(3) 10% lower (S&C division -5%,
M&C -12%)
o Organic orders up 1% (+8% CER), led by S&C division +20%
(M&C -11%)
· Underlying operating profit
up 4% CER from flexible operating structure and
efficiencies
o Record underlying operating margin of 13.8%, up 1.0ppt at
CER, ahead of FY 2024/25 target
o Underlying EPS reduced 4% due to higher interest
rates
· Excellent free cash
flow(4)
up 46% to £45m for last 12 months
o Conversion rate of 126%, capacity for c.£70m of further
acquisitions in the second half
· Further good progress
towards other key targets
o Well on track to achieve 15% underlying operating margin
target in FY2027/28
o ROCE(5) of 15.2%, slightly ahead of target and
last year
o Carbon emissions reduced by c.50% in absolute terms since CY
2021(6)
· Record design wins (up 33%
over 2 years) with significant further
opportunities
· One bolt-on acquisition
completed during the Period for an EBIT multiple of
6x
o Period-end gearing(7) of 1.45x, below the lower
end of target range (1.5x to 2.0x)
· Growth drivers remain strong
with the Group well
positioned
o Period end order book of £163m provides good forward
visibility
o High growth security market added as a fifth target
market(8)
o Strong pipeline of acquisition opportunities
o Group will benefit from reducing interest
rates
· On track
to deliver full
year underlying earnings in line with the Board's
expectations
Nick Jefferies, Group Chief Executive,
commented:
"discoverIE delivered a resilient
first half performance with a 4% increase in underlying operating
profit, growth in operating margins to 13.8%, ahead of our
near-term target, and excellent cashflow. This was in an
environment of supply chain lead times returning to normal and
widespread customer inventory reductions resulting in sales that
were 4% lower.
Our flexible operating model
allows us to control costs in response to lower production volumes,
which along with ongoing efficiency initiatives and accretive
acquisitions, has more than offset lower sales. This is a great
strength of the business that has delivered improved underlying
operating profits and margins in each of the last ten years
(in-line in the covid year).
Orders increased by 5%
sequentially, with a book to bill ratio of around 1.0. In the
S&C division, orders grew by 20% organically as design wins
converted into new orders whilst in the M&C division, orders
were 11% lower as industrial destocking continued to work
through.
Third quarter trading to date is
in-line with our expectations with orders run rate ahead of sales
and ahead of the second quarter.
We remain focused on generating
above-market growth through the cycle and our design win pipeline
remains strong. This, along with our acquisition opportunities, is
our engine for growth and we remain on
track to deliver full year underlying earnings in line with the
Board's expectations."
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 Burson 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
Burson
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 £7.8m and acquisition and disposal expenses of
£0.2m) totalling £8.0m. Equivalent underlying adjustments within
the H1 2023/24 underlying results totalled £9.1m. 'Underlying
EBITDA' also excludes non-cash share-based payments cost, and IAS19
pension cost in line with the Group's banking covenant. For further
information, see note 7
of the attached condensed consolidated interim
financial statements.
2) Growth
rates at constant exchange rates ("CER"). In
calculating CER for the Period, the
average Sterling rate of exchange strengthened 2% against the Euro
compared with the average rates for last year, 2% against the US
Dollar and 2% on average against the three Nordic currencies,
resulting in an additional 1% sales reduction for the first
Period.
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 (Silvertel in August 2023, 2J Antennas Group ("2J") in
September 2023, Shape, DTI and IKN in Q4 2023/24 and Hivolt in
August 2024) and excluding the disposal of the Santon solar
business unit announced last year.
4) Free
cash flow is cash flow available for the payment of dividends and
investment in acquisitions. Free cash flow conversion is free cash
flow divided by underlying profit after tax. See definitions in
note 7 of the attached interim financial statements.
5) ROCE is
defined as annualised H1 2024/25 underlying operating profit
including the annualisation of acquisitions, as a percentage of net
assets excluding net debt, deferred consideration related to
disposed businesses and legacy defined benefit pension
asset/(liability).
6) CY 2025
target is to reduce scope 1 & 2 carbon emissions by 65% on an
absolute basis (base year CY 2021).
7) Gearing
ratio is defined as net debt divided by underlying EBITDA
(excluding IFRS 16; annualised for acquisitions).
8) Target
markets are medical, electrification of
transportation, renewable energy, security and industrial
automation & connectivity.
9) Unless
stated, growth rates refer to the comparable prior year period.
Sequential growth compares to the immediately preceding period e.g.
H1 2024/25 would be compared to H2 2023/24 on an organic
basis.
10) 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, high
quality customer relationships.
With a focus on key markets driven
by structural growth, increasing electronic content and
sustainability, namely medical, electrification of transportation,
renewable energy, security 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 in order 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 FTSE
250, classified within the Electrical Components and Equipment
subsector.
Strategic, Operational and
Financial Review
Good Progress towards our Targets
The Group designs and manufactures
essential, customised, high value-add, technically complex
electronic products, enabling our customers to create better
equipment. Despite industry destocking and strong prior year
comparators, we made further good progress this Period towards our
near and medium-term goals of increasing operating margins and
generating consistently strong cash flow.
The Group delivered underlying
operating profit growth of 4% at CER with the operating margin
increasing by 1.0ppt at CER to 13.8%, ahead of our 13.5% target for
this financial year and well on track for our FY2027/28 target of
15%.
Underlying operating profit growth
was achieved with operational efficiencies, strong gross margins
and tight control of operating expenses, more than offsetting the
4% reduction in sales at CER. Higher annualised interest costs
have, as expected, reduced underlying EPS by 4% with this impact
set to unwind as rates decrease.
Free cash flow for the last 12
months increased by 46% to £44.6m, with a conversion rate of 126%
being well ahead of our target of 85% driven by a strong working
capital performance.
Organic sales reduced by 10%,
reflecting industry destocking and the normalisation of supply
chains. Asia was the most resilient territory, increasing by 5%
while the UK reduced by 4% and Nordics reduced 8%. North
America reduced by 19% following growth of 35% last year, and the
rest of Europe reduced by 12%.
Orders increased by 8% CER in the
Period and by 5% sequentially. Organically orders increased by 1%
with Asia up 15% and the UK up 8% partially offset by Europe
reducing 2% and North America reducing by 9%. The book-to-bill
ratio for the Period increased to 0.98 from 0.89 last financial
year (H1 24: 0.87; H2 24: 0.91). With strong growth in design wins (up 8% this Period and up 33% on
two years ago), the Group is well positioned to accelerate growth
once market conditions improve.
The Group order book at 30
September 2024 was £163m, representing c.4.5 months of first half
sales (consistent with pre-covid levels) and providing good
visibility for the second half of the year. The order book has
reduced from higher levels in the prior period when orders included
earlier stocking-up amid constrained supply chains.
Positioned well in a Changing World
The Group is well positioned in an
environment of rapidly changing global conditions, with a business
model that is resilient, flexible and innovative.
- 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 both resilient gross margins and long-term
repeating revenues.
- Broad
footprint: a decentralised model
with 37 manufacturing sites and operations around the world, able
to support customers locally and with 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 the Group's 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. Additionally with the
installation of solar panels at some of our sites as part of our
project to reduce carbon emissions, this percentage is reducing.
With a capital light business
model, a differentiated product portfolio, a strong balance sheet,
high quality customers and low customer concentration (the Group's
largest customer is c.8% of Group sales), the Group has grown
strongly and consistently over the last decade whilst proving
resilient through economic downturns. We expect this to continue to
be the case.
Further Operational Efficiencies deliver Margin Progress and
Strong Cashflow.
The first half saw further
significant benefits derived from operational efficiencies, tight
control of operating expenses and continuing robust gross margins,
which more than offset the reduction in sales. While Group sales
for the first half reduced by 4% CER to £211.1m, underlying
operating profit increased by 4% CER to £29.1m, with operating
margins increasing by 1.0ppt at CER to 13.8%. Last year's rapid
rise in interest rates drove an increase in finance costs for the
Period of £1.8m to £5.3m, which resulted in underlying profit
before tax reducing by 5% to £23.8m, with underlying earnings per
share reducing by 4% to 18.4p (H1 2023/24: 19.2p). Conversely, the
Group will benefit as interest rates reduce.
After adjustments for the
inclusion of acquisition and disposal-related costs of £8.0m,
profit before tax for the Period on a reported basis was £15.8m (H1
2023/24: £16.0m) with fully diluted earnings per share increasing
by 4% to 12.2p (H1 2023/24: 11.7p).
Free cash flow of £44.6m was
generated over the last 12 months, being 46% higher than the prior
12 month period and representing 126% of underlying earnings, well
ahead of the Group's 85% conversion target. Net debt (excluding
IFRS16) at 30 September 2024 reduced by £5.3m to £98.7m (31 March
2024: £104.0m) with gearing reducing to 1.45x (31 March 2024:
1.5x). This gearing is below the lower end of our target range of
1.5x to 2.0x and, together with expected cash flow in the second
half, would provide acquisition funding of c.£70m for the rest of
the year while keeping the Group within its target gearing
range.
Increased Dividend
The Board is declaring a 4%
increase in the interim dividend to 3.9p per share (H1 2023/24:
3.75p per share). The interim dividend is payable
on 24 January 2025 to shareholders registered on 13 December
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 the
funding of both dividend growth and a higher level of investment in
acquisitions from internally generated resources.
The
Company operates a Dividend Re-Investment Programme ("DRIP"),
details of which are available from the Company's Registrar,
Equiniti. The final date for DRIP elections for the interim
dividend will be 3 January 2025.
A
Proven Growth Strategy
The Group has been built through a
focus on organic growth and enhanced operational efficiency,
alongside 27 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 investment opportunities in development. The Group
operates in a c.$30bn fragmented market with many smaller players
presenting an exciting consolidation opportunity.
The Group's strategy comprises
four elements:
1. Grow sales well
ahead of GDP over the economic cycle by focusing on high quality
growth target markets for design opportunities.
2. Generate
efficiencies and improve operating margins through clustering of
businesses to achieve operational and production efficiencies,
moving up the value chain into higher margin products with
increased product innovation and differentiation and value based
pricing.
3. Acquire highly
differentiated businesses with attractive growth prospects and
strong operating margins.
4. Reduce our impact
on the environment by achieving net-zero carbon
emissions.
These elements are underpinned by
core objectives of generating strong cash flows and long-term
sustainable returns from a capital-light business model.
A
fifth Target Market added this year
At our Capital Markets Day in
September 2024, the Group announced the addition of the security
market as a fifth target market. Along with our other four target
markets (industrial automation & connectivity, medical,
renewable energy, and the electrification of transportation),
security is another fragmented market underpinned by a number of
structural growth drivers.
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, increasing security concerns, an
ageing affluent population, renewable sources of energy and the
electrification of transport. In total, the five target markets
accounted for around 80% of first half sales.
The Group's focus on these markets
has been driving the Group's through-cycle organic revenue growth
well ahead of GDP, and creates acquisition opportunities. Between
2017 and 2024, sales into the Group's target markets grew
organically by 80% cumulatively, compared with around 19% in the
other markets. This reflects the sustained compounding organic
growth of these markets.
Continued progress on Key Strategic
Indicators
For more than 10 years, the
Group's strategic progress and its financial performance have been
measured through key strategic indicators ("KSIs") and key
performance indicators. These are reviewed periodically, and
targets have been raised six times previously, most recently in
June 2023 when the current 15% underlying operating margin target
was set. From this year, targets have been simplified into seven
KSIs which will be the key business drivers for the next stage of
our development. Two previously monitored KSIs have now been
largely achieved. Sales beyond Europe (target 45%) are now at 43%
having risen from 5% in FY 2013/14. Target market sales (target
85%) are at 80% having risen from c.40% in FY2013/14 when first
set, and will likely remain around that level as new acquisitions
are typically below this level when acquired so have a short term
offsetting effect against existing businesses. Dividend growth was
also previously included as a KPI and while it's not one of the
simplified seven KSIs, a progressive dividend policy remains.
For tracking purposes, the KSIs 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. This
Period's performance relative to last year is discussed
below.
Key Strategic Indicators
|
FY14
|
FY18
|
FY19
|
FY20
|
FY21
|
FY22
|
FY23
|
H124
|
H125
|
Target
|
|
1. Increased underlying operating
margin
|
3.4%
|
6.3%
|
7.0%
|
8.0%
|
10.2%
|
10.9%
|
11.5%
|
12.9%
|
13.8%
|
15%(2)
|
2. Sales growth
|
|
|
|
|
|
|
|
|
|
|
CER
|
17%
|
11%
|
14%
|
8%
|
-1%
|
28%
|
15%
|
4%
|
-4%
|
Well
ahead of
GDP
thru cycle
|
Organic
|
3%
|
11%
|
10%
|
5%
|
-4%
|
18%
|
10%
|
1%
|
-10%
|
|
|
|
|
|
|
|
|
|
|
|
3. Underlying EPS
growth
|
20%
|
16%
|
22%
|
11%
|
-8%
|
31%
|
20%
|
8%
|
-4%
|
>10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. Operating profit
conversion(3)
|
100%
|
85%
|
93%
|
106%
|
128%
|
80%
|
94%
|
91%(4)
|
115%(4)
|
>85%
of underlying operating profit
|
5. Free cash
conversion(3)
|
107%
|
78%
|
94%
|
104%
|
136%
|
77%
|
95%
|
85%(4)
|
126%(4)
|
>85%
of underlying
earnings
|
6. ROCE(3)
|
15.2%
|
13.7%
|
15.4%
|
16.0%
|
14.5%
|
14.7%
|
15.9%
|
15.1%
|
15.2%
|
>15%
|
|
|
|
|
|
|
|
|
|
|
|
7. Carbon emissions Scope 1 &
2
reduction(5)
|
|
|
|
|
35%
|
47%
|
c.50%
|
65%
|
(1) FY 2013/14 to FY 2019/20 are for total operations
before disposals as reported at the time.
(2) 13.5% target by FY 2024/25 and 15% by FY
2027/28
(3) Defined in note 7 of the attached condensed
consolidated interim financial statements.
(4) Last 12 months (LTM)
(5) Carbon emissions are measured on a calendar year
basis (e.g. CY 2022 shown as FY 2022/23). Target is for absolute
carbon emissions reduction of 65% by CY 2025 from CY 2021 with net
zero by CY 2030.
The Group made further excellent
progress with its KSIs during the Period:
- Underlying operating margin was 13.8%, an increase of 0.9ppts
on the first half last year (H1 2023/24: 12.9%) and 0.7ppts higher
than the last financial year (FY 2023/24: 13.1%) taking growth in
underlying operating margin to 10.4ppts since FY14. The Group
benefited in the Period from operational efficiencies, tight cost
control and robust gross margins augmented by higher margin
acquisitions. The Group has exceeded its target of 13.5% six months
early and is well on track to achieve its 15% target in FY 2027/28.
- Sales reduced by 10% organically this Period due to industry
destocking and against strong prior year comparators. We retain our
focus on achieving strong through-cycle organic growth which is
supported by our pipeline of design wins. Since FY 2017/18, sales
have grown by 6% organically per annum on average.
- Excellent operational efficiencies, robust gross margins,
tight control of operating costs, and contributions from
acquisitions resulted in underlying operating profit for the Period
increasing by 4% CER. Despite this, underlying EPS reduced by 4%
due to higher finance costs following last year's increase in
interest rates. In total, the Group has grown its underlying EPS by
19% CAGR in the last 10 years.
- Underlying operating cash flow and free cash flow for the
last 12 months were 33% and 46% higher respectively than the
comparable 12 month period with respective conversion rates of 115%
and 126%, well ahead of our 85% targets. Over the last ten years,
both operating cash conversion and free cash conversion have been
consistently strong, averaging around 100% through-cycle,
reflecting low capital expenditure requirements and efficient
working capital.
- ROCE for the Period was 15.2%, slightly ahead of last year
(H1 2023/24: 15.1%) and ahead of our 15% target. Further progress
in the short term is impacted by the record number of acquisitions
(six) in the last 14 months (most acquisitions are dilutive to
Group ROCE at the outset before growing). We acquire businesses
with long term growth prospects that we expect will generate high
returns over time. For example, our acquisitions made up to
FY2017/18 generated a collective ROCE of 29% last year. We expect
this to continue growing and for acquisitions made more recently to
grow similarly.
- Carbon emissions reduced further during the Period and are
now an estimated 50% lower on an absolute basis than in CY 2021,
excellent progress towards our reduction targets of 65% by CY 2025
and net zero by 2030.
Divisional Results
The divisional results for the
Group for the six months ended 30 September 2024 are set out and
reviewed below.
|
H1 2024/25
|
H1
2023/24
|
Reported revenue growth
|
CER
revenue growth
|
Organic
revenue
Growth
|
|
Revenue £m
|
Underlying
operating
profit(1)
£m
|
Margin(2)
|
Revenue
£m
|
Underlying
operating profit(1)
£m
|
Margin
|
M&C
|
125.8
|
18.2
|
14.5%
|
132.2
|
19.6
|
14.8%
|
-6%
|
-5%
|
-12%
|
S&C
|
85.3
|
16.8
|
19.7%
|
86.7
|
15.0
|
17.3%
|
-3%
|
-2%
|
-5%
|
Unallocated
|
|
(5.9)
|
|
|
(6.5)
|
|
|
|
|
Total (CER)
|
211.1
|
29.1
|
13.8%
|
218.9
|
28.1
|
12.8%
|
|
-4%
|
-10%
|
FX
|
|
|
|
3.1
|
0.5
|
|
|
|
|
Total
|
211.1
|
29.1
|
13.8%
|
222.0
|
28.6
|
12.9%
|
-5%
|
|
|
(1) Underlying operating profit excludes
acquisition and disposal-related costs
(2) Margin refers to underlying operating
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 operates across 17 countries
and comprises two clusters (Magnetics and Embedded Systems) and
three further businesses. Almost all products are manufactured in-house at one of the division's
21 manufacturing facilities, with its principal sites being in
China, India, Mexico, Poland, Sri Lanka, Thailand, the UK and the
US. Geographically, 5% of sales by
destination are in the UK, 44% in the rest of Europe, 27% in North
America and 24% in Asia. During the Period, Noratel's move to a new
Chinese facility was completed.
Orders reduced by 3% at CER to
£114.6m and by 11% organically for a book-to-bill ratio of 0.91 (H1
2023/24: 0.89; H2 2023/24: 0.90) as customers actively reduced
their stocks. The divisional order book at 30 September 2024 was
£93.8m, being 4.3 months of first half sales, providing good
visibility for the second half of the year.
Sales reduced by 12% organically,
similarly impacted by destocking in the industrial and transport
sectors. The medical and renewable energy sectors were flat.
By territory, Asia grew by 16% (having reduced by 24% last
year) with the UK up by 2%. Conversely, North America reduced by
28% (having increased by 35% last year), the Nordic region reduced
by 13% and the rest of Europe by 19%.
There was a 7% contribution to
sales from three acquisitions made in the last 14 months with
Silvertel acquired in August 2023 plus Shape and DTI acquired in Q4
2023/24. Including these acquisitions, sales at CER reduced by
5%.
With the impact of translation
from a stronger Sterling (on average), reported divisional revenue
reduced by 6% to £125.8m (H1 2023/24: £134.4m reported and £132.2m
at CER). Underlying operating profit of
£18.2m was £1.4m (-7%) lower than last year at CER and £1.7m lower
on a reported basis (H1 2023/24: £19.9m) reflecting the net impact
of the organic sales shortfall. The underlying operating margin of
14.5% was 0.3ppts lower than last year (H1 2023/24: 14.8%),
reflecting the mitigating effects of operational efficiencies and
robust gross margins.
Sensing & Connectivity Division
("S&C")
The S&C division designs,
manufactures and supplies highly differentiated sensing and
connectivity components for industrial applications. The division
operates across nine countries and comprises four clusters and four
further businesses. Products are
manufactured in-house at one of the division's 16 manufacturing
facilities, with its principal ones being in Hungary, the
Netherlands, Norway, Slovakia, the UK and the US.
Geographically, 21% of sales by
destination are in the UK, 46% in the rest of Europe, 24% in North
America and 9% in Asia.
This Period saw the acquisition of
Hivolt, a Northern Ireland based specialist capacitor designer and
manufacturer, into the division.
Divisional orders were
particularly strong, increasing by 26% at CER and by 20%
organically as earlier design wins generated new business, for a
book-to-bill ratio of 1.08 improving from 0.84 in the first half
last year and 0.99 in the second half. Excluding one business with
particularly high orders, the remaining divisional orders increased
by 13% organically, coming from most businesses, and with a book to
bill ratio of 1.10. The increase in orders came from strength in
transport security, data centre security, US rail transport, US
wireless connectivity demand, industrial and fibre communications
in Europe. As with the destocking phase, S&C exhibits
earlier cycle characteristics than M&C. Overall, the divisional
order book increased by 6% since 31 March 2024 to £68.7m,
representing 4.8 months of first half sales, giving good visibility
for the second half.
Sales reduced by 5% organically,
with a pick-up during the second quarter in mid-market industrial
and connectivity applications along with strong demand in data
security applications, offsetting softer conditions in medical
applications. By region, the Nordics increased by 10%, while the
rest of Europe reduced by 5%, North America was down by 3%, the UK
down by 6% and Asia down by 33%, mainly related to local customer
project delays.
Combined with a 3% sales increase
from acquisitions, overall divisional sales reduced by 2% CER.
Including the impact of translation from a stronger Sterling on
average, reported divisional revenue reduced by 3% to £85.3m (H1
2023/24: £87.6m reported and £86.7m at CER).
Underlying operating profit of
£16.8m was £1.8m (+12%) higher than last year at CER and £1.6m
(+11%) higher on a reported basis (H1 2023/24: £15.2m). The
underlying operating margin of 19.7% was 2.4ppts higher than last
year at CER (H1 2023/24: 17.3%) reflecting the positive effect of
operational efficiencies, robust gross margins and higher margin
acquisitions.
Design Wins Driving Future Recurring
Revenues
Our business revenue is created by
engineering development with customers and as such organic growth
is achieved by winning new design opportunities that lead to pull
through demand. Project design wins are therefore an indicator of
new business creation and are achieved by working with customers at
an early stage in their project design cycle to identify
opportunities. A design win is registered when our products are
specified into our customers' designs.
The Group has a strong bank of
design wins built up over many years, forming the basis for the
Group's strong through-cycle organic growth. During the Period, new
design wins were registered with an estimated lifetime value of
£205m, an increase of 8% over last year (and up 33% on two year
ago). This increase in design wins reflects both the anticipated
increase in customer project design activity at this stage in the
cycle, cross-business opportunities and the increased focus and
implementation by Group engineers.
Additionally, new project design
activity remains at a high level, being broad-based across all
target markets. 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 Group has acquired 27 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 growth in acquired and integrated businesses, the Group
has generated substantial value organically. As reported in the
Finance section, our ROCE for each acquisition typically increases
over time, broadly according to the period of ownership.
During the Period, the Group
completed the acquisition of Hivolt Capacitors Limited ("Hivolt"),
a Northern Ireland-based designer and manufacturer of custom-built
capacitors for a wide range of high voltage applications for sale
in the UK and internationally, mainly into the medical market.
Hivolt was acquired in August 2024 into the S&C division, for
an initial cash consideration of £3.3m on a debt free, cash free
basis representing an EBIT multiple of 6x, together with an
earn-out of up to £0.9m payable subject to Hivolt's performance up
to 31 March 2025.
The Group's operating model is
well established and has facilitated the smooth integration of this
and previously acquired businesses.
Sustainability and Social Responsibility
The Group creates innovative
electronics that help improve the world and people's lives. This
commitment is reflected in our focus on markets that are aligned
with UN Sustainable Development Goals.
More information on how we work with
customers and suppliers to support the global sustainability goals
is available on our website www.discoverIEplc.com.
In September 2024, MSCI reaffirmed
the Group's ESG "AA" rating, placing us in the top 17% of all
companies surveyed. The Group was also rated by Morningstar
Sustainalytics as one of the Regional (Europe) Top Rated companies
in 2023, with a Low Risk rating, which is a recognition given to
companies that have achieved the highest scores in ESG risk
management. In 2024, the Group's ESG rating further improved from
Low Risk to Negligible Risk, which placed the Group in the top 1.5%
of over 16,000 companies evaluated globally.
Last year, the Group conducted
detailed scenario analysis and financial modelling for
climate-related risks and opportunities, and published the process
and findings in its TCFD report. This can be found in the Group's
2024 Annual Report and Accounts and on its corporate website. In
early 2024, the Group conducted an interim reassessment to
incorporate newly acquired businesses, which confirmed that there
had been no material change in the Group's climate-related risk
profile.
During the Period, the Group
continued its progress across a range of ESG related areas,
including the following:
- On track to achieve our target of net zero Scope 1 & 2
carbon emissions by 2030 and the intermediate target of a 65%
reduction by CY2025, with CY2024 Scope 1 & 2 emissions expected
to be c. 55% lower than the CY2021 baseline.
- Plans have been developed for the installation of solar
panels at one of our sites in China which should be completed by
the end of the financial year. This continues the Group's
progress in developing self-generation capacity which, as well as
lowering carbon emissions, provides an element of security for the
Group's energy supply.
- Reflecting the importance that we place on health &
safety, the Group has adopted a revised Group Health & Safety
Policy, as well as more stringent metrics to capture and record
incidents occurring, as well as improved near miss reporting. While
the policy continues to emphasise the importance of local
accountability for health & safety matters within each of our
businesses, we continue to demand higher standards in this crucial
area.
- A
further site achieved the occupational health & safety ISO
45001 accreditation, further extending the proportion of our global
workforce covered by this standard.
- The Group has rolled out a broader and increased level of
cyber security awareness training. We are also in the process
of developing a formal governance framework for the use of
artificial intelligence, addressing both the significant
opportunities that this brings to the Group as well as the risks it
poses.
- An industrial placement scheme has been launched in
partnership with the University of Surrey, with the first group of
engineering students having started training in September
2024.
- In addition to local training that individual businesses
already conduct, the Group has introduced an additional online
learning and development platform, with the plan being to roll this
out more extensively across the Group in the second
half.
- A
detailed review has been conducted of the requirements of the EU's
Corporate Sustainability Reporting Directive (CSRD) (no reporting
requirement this year). Preparatory work has commenced and the
Group seeks to use this exercise as an opportunity to enhance its
stakeholder engagement activities.
Group Financial Results
Revenue and Orders
Group sales of £211.1m were 4%
lower than last year at CER and 5% lower reported (H1 2023/24:
£222.0m). Six acquisitions in the last 14 months (Silvertel, 2J,
Shape, IKN and DTI last financial year) plus Hivolt this Period,
added 8% to revenue while the disposal of the Santon solar business
announced last year reduced sales by 2%. Organic sales reduced by
10% following a period of customer destocking.
Revenue (£m)
|
H1
2024/25
|
H1 2023/24
|
%
|
Organic sales
|
189.6
|
209.8
|
-10%
|
Acquisitions
|
17.5
|
|
|
Disposals
|
4.0
|
9.1
|
|
Sales at CER
|
211.1
|
218.9
|
-4%
|
FX translation
|
|
3.1
|
|
Reported sales
|
211.1
|
222.0
|
-5%
|
Orders for the Period were
£206.6m, 8% higher at CER than last year (H1 2023/24: £193.9m). The
extent of customer destocking reduced in the Period with a book to
bill ratio of 0.98 compared with 0.87 in the first half last year,
and 0.91 in the second half, with orders
in the Period increasing by 1% organically and 5%
sequentially.
The Group order book continued to
normalise during the first half as customer destocking continued,
ending the Period at £163m (c.4.5 months of first half sales,
consistent with pre-covid levels).
Group Operating Profit and Margin
Group underlying operating profit
for the Period was £29.1m, a 4% increase on last year at CER and up
2% reported (H1 2023/24: £28.6m). This delivered an underlying
operating margin of 13.8%, which was 1.0ppt higher than last year
at CER and 0.9ppt higher on a reported basis (H1 2023/24: 12.9%).
We have therefore achieved our 13.5% near-term target six months
early and we remain well on track to reach our target for FY2027/28
of 15%.
Group reported operating profit
for the Period (including acquisition and disposal-related costs as
discussed below within underlying adjustments) was £21.1m, 8%
higher than last year (H1 2023/24: £19.5m).
£m
|
H1 2024/25
|
H1
2023/24
|
|
Operating
profit
|
Finance
Cost
|
Profit before
tax
|
Operating profit
|
Finance
cost
|
Profit
before tax
|
Underlying
|
29.1
|
(5.3)
|
23.8
|
28.6
|
(3.5)
|
25.1
|
Underlying adjustments
|
|
|
|
|
|
|
Amortisation of acquired
intangibles
|
(7.8)
|
-
|
(7.8)
|
(7.7)
|
-
|
(7.7)
|
Acquisition & disposal
expenses
|
(0.2)
|
-
|
(0.2)
|
(1.4)
|
-
|
(1.4)
|
Reported
|
21.1
|
(5.3)
|
15.8
|
19.5
|
(3.5)
|
16.0
|
As shown below, underlying
operating profit growth has been achieved through a combination of
strong operational efficiencies and accretive acquisitions
offsetting the temporary impact of customer destocking on organic
sales:
£m
|
Underlying
Operating
Profit
|
H1 2023/24
|
28.6
|
|
|
Gross profit on organic sales
reduction
|
(8.3)
|
Organic gross margin
improvement
|
2.7
|
Organic operational
efficiencies
|
3.3
|
Organic profit
reduction
|
(2.4)
|
Profit from acquired
companies
|
3.4
|
CER growth in operating
profits
|
1.0
|
Foreign exchange impact
|
(0.5)
|
Net growth in operating
profits
|
0.5
|
|
|
H1 2024/25
|
29.1
|
Through a number of manufacturing
and operating initiatives, organic gross margins improved by
1.4ppts and organic operating costs reduced by 5% with reductions
shared across divisions and at Head Office. Gross margin
improvement was delivered despite volume reduction reflecting the
Group's ability to flex capacity resources according to volume.
Sterling was 2% stronger this
Period versus 12 months ago, compared with our major currencies,
Euro, US dollar and Nordic currencies, giving rise to a reduction
in underlying operating profits on translation of £0.5m for the
Period.
UK employers national insurance
rates which were raised in the recent UK budget will increase costs
for the Group by c.£0.9m from next financial year.
Underlying Adjustments
Underlying adjustments for the
Period comprise the amortisation of acquired intangibles of £7.8m
(H1 2023/24: £7.7m) together with net acquisition and disposal
expenses of £0.2m (H1 2023/24: £1.4m).
The amortisation charge for the
Period of £7.8m has increased only marginally over last year
following the annualisation effect of recent acquisitions largely
offset by FX movements.
Net acquisition and disposal
expenses of £0.2m comprise the costs associated with recent
acquisitions of £0.7m; losses of £0.4m incurred by the non-core
Santon solar business whose disposal was announced last year and
integration costs of £1.2m related to the establishment of our
operating clusters mainly associated with removing duplicate
positions in our Magnetics and Sensors clusters. This was offset by
a credit of £2.1m being the movement in the fair value of
contingent consideration on past acquisitions.
Financing Costs
Net finance costs for the Period
were £5.3m (H1 2023/24: £3.5m) and include a £0.4m charge for
leased assets under IFRS 16 (H1 2023/24: £0.3m) and a £0.3m charge
for amortised upfront facility costs (H1 2023/24: £0.4m). Net
finance costs related to our banking facilities were £4.6m (H1
2023/24: £2.8m), an increase of 64%, being the annualisation of
interest rate rises from last year and higher average net debt
levels following six acquisitions in the last 14 months.
During the Period, interest rates
started to reduce with the Sterling base rate reducing by 0.25% to
5.0%, the US Dollar Federal rate by 0.5% to 5.0% and the ECB
lending rate by 0.85% to 3.65%, these being the Group's three
principal borrowing currencies. Since the Period end, Sterling, US
Dollar and ECB lending rates have all reduced by a further 0.25%.
Looking forward, a further 1ppt reduction in interest rates for all
three of our principal borrowing currencies would reduce annual
finance costs by approximately £1.3m and increase annual EPS by
c.1.0p or c.3%.
Underlying Tax Rate
The underlying effective tax rate
("ETR") in the first half was 24% which was 1ppt lower than last
year's first half rate (H1 2023/24: 25%) due to a shift in the
profit mix towards lower tax territories.
The overall ETR of 24% (H1
2023/24: 28%) was at the same level as the underlying ETR as shown
in the table below.
£m
|
H1 2024/25
|
H1 2023/24
|
|
PBT
|
ETR
|
PBT
|
ETR
|
Group underlying
|
23.8
|
24%
|
25.1
|
25%
|
Amortisation of acquired
intangibles
|
(7.8)
|
21%
|
(7.7)
|
22%
|
Acquisition & disposal
expenses
|
(0.2)
|
150%
|
(1.4)
|
0%
|
Total reported
|
15.8
|
24%
|
16.0
|
28%
|
Profit Before Tax and EPS
Due to the significant increase in
net finance costs, underlying profit before tax for the Period of
£23.8m was £1.3m lower (-5%) than last year (H1
2023/24: £25.1m) with underlying EPS for the Period reducing
by 4% to 18.4p (H1 2023/24: 19.2p).
£m
|
H1 2024/25
|
H1 2023/24
|
|
PBT
|
EPS
|
PBT
|
EPS
|
Underlying
|
23.8
|
18.4p
|
25.1
|
19.2p
|
Underlying adjustments
|
|
|
|
|
Amortisation of acquired
intangibles
|
(7.8)
|
|
(7.7)
|
|
Acquisition & disposal
expenses
|
(0.2)
|
|
(1.4)
|
|
Reported
|
15.8
|
12.2p
|
16.0
|
11.7p
|
After underlying adjustments,
reported profit before tax was £15.8m, 1% lower than last year (H1
2023/24: £16.0m) with reported fully diluted earnings per share of
12.2p, 4% ahead of last year (H1 2023/24: 11.7p).
Working Capital and Asset Returns Ratios
Working capital (which comprises
inventories, current trade and other receivables and payables,
excluding deferred and contingent consideration) at 30 September
2024 was £80.0m (H1 2023/24: £89.3m), equivalent to 18.9% of first
half annualised sales, broadly in line with last year (H1 2023/24:
18.8%). Working capital reduced by £9.3m during the last 12 months
being £3.9m of working capital improvements, £6.8m from foreign
exchange translation and £1.4m increase from acquisitions. This
ratio is still at higher rates than normal due to lower sales
momentum during the Period.
Working capital KPIs have remained
robust during the Period with debtor days of 48 (1 day lower than
last year), creditor days of 73 (1 day lower than last year) and
stock turns of 2.9 (0.1 turn higher than last
year).
Asset Return Ratios
ROCE for the year of 15.2% was
ahead of our 15% target and ahead of the ROCE reported last year
(H1 2023/24: 15.1%).
Organic ROCE (which excludes
acquisitions completed in the last 12 months), was 17.3% (an
increase of 0.3ppts 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 in aggregate have a ROCE of
29% including an apportionment of Group central costs.
Return on Tangible Capital
Employed ("ROTCE") for the year, which excludes goodwill,
intangible assets and non-operational assets, was 48.9% 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 in the
last 12 months (FY 2023/24: 1.2%). ROTCE was 1.1ppt ahead of last
year (H1 2023/24: 47.8%) following the improvements in organic
operational efficiency and the increase in operating
margin.
Cash Flow
Net debt at 30 September 2024,
excluding leases, was £98.7m, compared with £104.0m at 31 March
2023 and £111.3m at 30 September 2023, with the reduction in the
Period of £5.3m driven by strong free cash generation partly offset
by acquisition and disposal net investment and last year's final
dividend.
£m
|
H1
2024/25
|
H1
2023/24
|
|
Last 12
Months
|
Opening net debt
|
(104.0)
|
(42.7)
|
|
(111.3)
|
Free cash flow (see table
below)
|
15.7
|
8.1
|
|
44.6
|
Dividends
|
(7.9)
|
(7.6)
|
|
(11.5)
|
Acquisitions &
disposals
|
(4.9)
|
(67.5)
|
|
(22.8)
|
Equity issuance (net of
taxes)
|
-
|
(0.2)
|
|
(0.1)
|
Foreign exchange impact
|
2.4
|
(1.4)
|
|
2.4
|
Net debt at 30 Sept
|
(98.7)
|
(111.3)
|
|
(98.7)
|
Acquisition and disposal net cash
outflows of £4.9m in the Period comprised £3.3m for the acquisition
of Hivolt, £1.7m payment of earnouts, £1.9m of acquisition and
disposal expenses partly offset by disposal receipts of £2.0m,
mainly related to the disposal of the Santon solar business
announced last year. Additional receipts of around £5m are due in
the second half related to the solar business and facility
disposals.
Last year's final dividend of
£7.9m, which was paid in August 2024, was an increase of 5% over
the prior year.
The impact of stronger Sterling in
the Period led to an FX gain of £2.4m compared with an FX loss last
year of £1.4m. 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 7 to the summary
consolidated financial statements) compared with last year are shown below:
£m
|
H1
2024/25
|
H1
2023/24
|
|
Last 12
Months
|
Underlying Profit before tax
|
23.8
|
25.1
|
|
46.9
|
Net finance costs
|
5.3
|
3.5
|
|
10.8
|
Non-cash items
|
7.1
|
7.5
|
|
15.5
|
Underlying EBITDA
|
36.2
|
36.1
|
|
73.2
|
IFRS 16 - lease payments
|
(3.8)
|
(3.1)
|
|
(7.5)
|
EBITDA (pre IFRS 16)
|
32.4
|
33.0
|
|
65.7
|
Changes in working
capital
|
(5.0)
|
(12.3)
|
|
5.1
|
Capital expenditure
|
(2.3)
|
(2.7)
|
|
(4.5)
|
Underlying operating cash flow
|
25.1
|
18.0
|
|
66.3
|
Finance costs
|
(4.6)
|
(3.7)
|
|
(8.6)
|
Taxation
|
(4.2)
|
(5.2)
|
|
(11.5)
|
Legacy pension
|
(0.6)
|
(1.0)
|
|
(1.6)
|
Free cash flow
|
15.7
|
8.1
|
|
44.6
|
Underlying EBITDA (pre IFRS 16
lease payments) of £32.4m was 2% lower than last year (H1 2023/24:
£33.0m) with operational efficiencies and contributions from the
six acquisitions made in the last 14 months minimising the cash
impact of reduced organic sales.
During the Period, the Group
invested £5.0m in working capital, a reduction of £7.3m on last
year, partly linked to an ongoing drive to reduce inventory levels
and partly linked to lower sales levels. With working capital
released during the second half last year of £10.1m, a net £5.1m
was released from working capital over the last 12
months.
Capital expenditure of £2.3m was
invested during the Period, similar to last year (H1 2023/24:
£2.7m) including new facilities and various new production line
extensions. Capital expenditure levels are expected to increase in
the second half to around £7m for the full year.
£25.1m of underlying operating
cash flow was generated in the first half, up 39% on last year (H1
2023/24: £18.0m). Together with £41.2m generated in the second half
of last year, a record total of £66.3m of underlying operating cash
was generated over the last 12 months representing 115% of
underlying operating profit, well ahead of our 85% target. This was
33% higher than the comparable 12 month period (12 months ended 30
Sep 2023: £49.8m). Over the last 10 years, the Group has
consistently achieved high levels of operating cash conversion,
averaging over 100%.
Finance cash costs of £4.6m were
£0.9m higher than last year being the annualisation of interest
rate rises last year and the cost of acquisitions, while corporate
income tax payments of £4.2m were £1.0m lower than last year
reflecting changes in the timing of payments. Around a further £8m
of tax payments are expected during the second half.
Free cash flow (being cash flow
before dividends, acquisitions and equity fund raises) of £15.7m
was generated in the first half, 94% higher than last year (H1
2023/24: £8.1m). Together with £28.9m generated in the second half
last year, a total of £44.6m of free cash flow was generated over
the last 12 months being a free cash conversion of 126% of
underlying earnings, well ahead of our 85% target. Free cash flow
was 46% higher than the comparable 12 month period (12 months ended
30 Sep 2023: £30.5m).
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 (excluding IFRS 16
leases in accordance with our banking covenants) at 30 September
2024 of £98.7m, the Group's gearing ratio at the end of the Period
(being net debt excluding IFRS 16 leases divided by underlying
EBITDA as annualised for acquisitions) was 1.45x compared with a
target gearing range of between 1.5x and 2.0x. Together with
expected cash flow in the second half, the Group has access to
acquisition funding of c.£70m for the rest of the year while
remaining within our target gearing range.
Balance Sheet
Net assets of £296.6m at 30
September 2024 were £5.0m lower than at the end of the last
financial year (31 March 2024: £301.6m). The reduction primarily
relates to last year's final dividend of £7.9m paid during this
Period and the currency translation impact of £8.8m being partly
offset by net profit after tax for the Period of £12.0m. The
movement in net assets is summarised below:
£m
|
H1
2024/25
|
Net assets at 31 March
2024
|
301.6
|
Net profit after tax
|
12.0
|
Dividend paid
|
(7.9)
|
Currency net assets - translation
impact
|
(8.8)
|
Loss on defined benefit
scheme
|
(0.1)
|
Share based payments (inc
tax)
|
(0.2)
|
Net assets at 30 September 2024
|
296.6
|
Defined Benefit Pension Scheme
The Group's IAS 19 pension asset,
associated with its legacy defined benefit pension scheme,
decreased over the Period by £0.4m from £0.3m at 31 March 2024, to
a liability of £0.1m at 30 September 2024 (30 September 2023: £0.7m
asset). The key driver was the running costs associated with the
scheme.
Risks and Uncertainties
The principal risks faced by the
Group are set out on pages 71 to 81 of the Group's Annual Report
for year ended 31 March 2024, a copy of which is available on the
Group's website: www.discoverieplc.com. These risks
comprise: the economic environment,
particularly linked to the geopolitical issues arising from the
ongoing Ukraine conflict and in the Middle East; potential for
increased trade tariffs following the US election; 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.
During the Period, the Board has
continued to review the Group's existing and emerging risks and the
mitigating actions and processes in place. Following this review,
the Board believes there has been no material change to the
relative importance or quantum of the Group's principal risks for
the remaining six months of the current financial year.
The risk assessment and review are
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 mitigation actions where
practicable. Some level of 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.
Summary and Outlook
discoverIE delivered a resilient
first half performance with a 4% increase in underlying operating
profit, growth in operating margins to 13.8%, ahead of our
near-term target and excellent cashflow. This was in an environment
of supply chain lead times returning to normal and widespread
customer inventory reductions resulting in sales that were 4%
lower.
Our flexible operating model
allows us to control costs in response to lower production volumes,
which along with ongoing efficiency initiatives and accretive
acquisitions, has more than offset lower sales. This is a great
strength of the business that has delivered improved underlying
operating profits and margins in each of the last ten years
(in-line in the covid year).
Orders increased by 5%
sequentially, with a book to bill ratio of around 1.0. In the
S&C division, orders grew by 20% organically as design wins
converted into new orders whilst in the M&C division, orders
were 11% lower as industrial destocking continued to work
through.
Third quarter trading to date is
in-line with our expectations with orders run rate ahead of sales
and ahead of the second quarter.
We remain focused on generating
above-market growth through the cycle and our design win pipeline
remains strong. This, along with our acquisition opportunities, is
our engine for growth and we remain on
track to deliver full year underlying earnings in line with the
Board's expectations.
Nick
Jefferies
Simon Gibbins
Group Chief
Executive
Group Finance Director
2
December 2024
Notes to the condensed consolidated interim financial
statements
1. General information
discoverIE Group plc ("the
Company") is incorporated and domiciled in England,
UK. The Company's shares are traded on the London Stock
Exchange. The condensed consolidated interim financial statements
consolidate the financial statements of discoverIE Group plc and
entities controlled by the Company (collectively referred to as
"the Group").
The condensed consolidated interim
financial statements for the six month period ended 30 September
2024 were authorised for issue by the Board of Directors on 2
December 2024 and are unaudited but have been subject to an
independent review by the auditors. These financial statements do
not comprise statutory accounts within the meaning of section 434
of the Companies Act 2006. Statutory accounts for the year ended 31
March 2024 were approved by the Board of Directors on 4 June 2024
and delivered to the Registrar of Companies. The report of the
auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006.
2. Basis of preparation and accounting
policies
This condensed consolidated interim
financial report for the six month period ended 30 September 2024
has been prepared in accordance with the UK-adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the
Disclosure Guidance and Transparency Rules (DTR) sourcebook of the
United Kingdom's Financial Conduct Authority.
The interim report does not include
all of the notes of the type normally included in an annual
financial report. Accordingly, this report is to be read in
conjunction with the annual report for the year ended 31 March
2024, which was prepared in accordance with UK-adopted
international accounting standards and with requirements of the
Companies Act 2006, and any public announcements made by discoverIE
Group plc during the interim reporting period.
The accounting policies adopted
are consistent with those of the previous financial year and
corresponding interim reporting period.
New standards and interpretations applied for the first
time
There were no standards,
amendments or interpretations applied for the first time that had a
material impact for the Group.
Going Concern
As at 30 September 2024 the Group's
financial position remains robust with a £240.0m syndicated banking
facility committed to the end of August 2027. In addition, the
Group has an £80.0m accordion facility which, with approval from
the banking syndicate, it can use to extend the total facility to
£320.0m. The syndicated facility is available both for acquisitions
and working capital purposes. Net debt as at 30 September 2024 was
£98.7m compared with £104.0m at the year end. The Group's gearing
ratio at the end of the period (being net debt divided by
underlying EBITDA adjusted for pre-acquisition EBITDA) was 1.45x
compared with 1.5x at the year end. This complies with a financial
covenant of less than 3.0x.
The Directors have reviewed the
latest available forecasts to assess the cash requirements of the
Group to continue in operational existence for a minimum period of
12 months from the date of approval of these interim financial
statements. The Directors have compared the latest forecasts with
the forecasts used in the going concern assessment undertaken at 31
March 2024, taking into account severe but plausible downside
scenarios to the forecasts and the principal risks and uncertainties as set out in the annual
report and accounts for the year ended 31 March 2024.
None of the scenarios result in a breach of the
Group's available debt facility or covenants and accordingly the
Directors continue to adopt the going concern basis in preparing
the condensed consolidated interim financial statements.
3. New accounting standards and financial reporting
requirements
New standards not yet effective
Certain new accounting standards
and interpretations have been published that are not mandatory for
the period covered in these condensed consolidated interim
financial statements and have not been early adopted by the Group.
None of these are expected to have a material impact on the Group's
financial results in the current or future reporting
periods.
4. Critical
estimates and material judgements
The preparation of interim
financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expense. Actual results might differ from these
estimates.
In preparing these condensed
consolidated interim financial statements, the material judgements
made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those
that applied to the consolidated financial statements for the year
ended 31 March 2024.
5.
Revenue
The Group's revenue from external
customers by geographical location is detailed below:
|
|
|
Six months
ended
30 Sept
2024
£m
|
Six
months
ended
30 Sept
2023
£m
|
Year
ended
31 Mar
2024
£m
|
UK
|
24.7
|
26.0
|
52.5
|
Europe
|
95.3
|
104.0
|
206.1
|
North America, Asia and Rest of
World
|
91.1
|
92.0
|
178.4
|
Total revenue
|
211.1
|
222.0
|
437.0
|
Revenue derived from the rendering
of services was £2.5m (six month period to 30 September 2023:
£2.5m; year ended 31 March 2024: £5.6m). All revenue was otherwise
derived from the sale of products.
6.
Segmental
reporting
The Reportable Operating Segments
of the Group include two distinct divisions, Magnetics &
Controls ("M&C") and Sensing & Connectivity ("S&C").
Operating segments are reported in a manner consistent with
internal reporting provided to the chief operating decision maker.
The chief operating decision maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board, as described in the
Group's annual report for the year ended 31 March 2024.
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
underlying operating profit or loss earned by each
segment.
6.
Segmental
reporting (continued)
Six
months ended 30 September 2024
|
Magnetics &
Controls
£m
|
Sensing &
Connectivity
£m
|
Unallocated
costs
£m
|
Total
£m
|
Revenue
|
125.8
|
85.3
|
-
|
211.1
|
|
|
|
|
|
Underlying operating profit/(loss)
|
18.2
|
16.8
|
(5.9)
|
29.1
|
Acquisition and disposal
expenses
|
1.3
|
(1.5)
|
-
|
(0.2)
|
Amortisation of acquired intangible
assets
|
(3.1)
|
(4.7)
|
-
|
(7.8)
|
Operating profit/(loss)
|
16.4
|
10.6
|
(5.9)
|
21.1
|
Six
months ended 30 September 2023
|
Magnetics &
Controls
£m
|
Sensing &
Connectivity
£m
|
Unallocated
costs
£m
|
Total
£m
|
Revenue
|
134.4
|
87.6
|
-
|
222.0
|
|
|
|
|
|
Underlying operating profit/(loss)
|
19.9
|
15.2
|
(6.5)
|
28.6
|
Acquisition and disposal
expenses
|
(0.7)
|
(0.7)
|
-
|
(1.4)
|
Amortisation of acquired intangible
assets
|
(3.1)
|
(4.6)
|
-
|
(7.7)
|
Operating profit/(loss)
|
16.1
|
9.9
|
(6.5)
|
19.5
|
Year ended 31 March 2024
|
Magnetics &
Controls
£m
|
Sensing &
Connectivity
£m
|
Unallocated
costs
£m
|
Total
£m
|
Revenue
|
265.1
|
171.9
|
-
|
437.0
|
|
|
|
|
|
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
|
6.
Segmental
reporting (continued)
As part of monitoring segment
performance, the Directors monitor the net assets attributable to
each segment. Assets and liabilities are allocated to reportable
segments, with the exception of the pension asset/(liability), tax
assets and liabilities, cash and all borrowings and central
assets/(liabilities) (Head Office assets/(liabilities), as shown
below:
Segment assets and liabilities
At 30 September 2024
Assets and liabilities
|
Magnetics &
Controls
£m
|
Sensing &
Connectivity
£m
|
Unallocated
£m
|
Total
£m
|
Segment assets (excluding goodwill
and other intangible assets)
|
113.4
|
76.5
|
|
189.9
|
Goodwill and other intangible
assets
|
137.9
|
178.7
|
|
316.6
|
|
251.3
|
255.2
|
|
506.5
|
Central assets
|
|
|
12.4
|
12.4
|
Cash and cash
equivalents
|
|
|
115.6
|
115.6
|
Current and deferred tax
assets
|
|
|
9.3
|
9.3
|
Assets classified as held for
sale
|
|
4.9
|
|
4.9
|
Total assets
|
251.3
|
260.1
|
137.3
|
648.7
|
Segment liabilities
|
(59.0)
|
(42.8)
|
|
(101.8)
|
Central liabilities
|
|
|
(6.1)
|
(6.1)
|
Pension liability
|
|
|
(0.1)
|
(0.1)
|
Other financial
liabilities
|
|
|
(214.3)
|
(214.3)
|
Current and deferred tax
liabilities
|
|
|
(29.8)
|
(29.8)
|
Total liabilities
|
(59.0)
|
(42.8)
|
(250.3)
|
(352.1)
|
Net assets/(liabilities)
|
192.3
|
217.3
|
(113.0)
|
296.6
|
At 30 September 2023
Assets and liabilities
|
Magnetics &
Controls
£m
|
Sensing &
Connectivity
£m
|
Unallocated
£m
|
Total
£m
|
Segment assets (excluding goodwill
and other intangible assets)
|
130.1
|
85.1
|
|
215.2
|
Goodwill and other intangible
assets
|
141.7
|
191.1
|
|
332.8
|
|
271.8
|
276.2
|
|
548.0
|
Central assets
|
|
|
9.4
|
9.4
|
Cash and cash
equivalents
|
|
|
122.7
|
122.7
|
Pension asset
|
|
|
0.7
|
0.7
|
Current and deferred tax
assets
|
|
|
10.7
|
10.7
|
Total assets
|
271.8
|
276.2
|
143.5
|
691.5
|
Segment liabilities
|
(66.0)
|
(40.2)
|
|
(106.2)
|
Central liabilities
|
|
|
(8.9)
|
(8.9)
|
Other financial
liabilities
|
|
|
(234.0)
|
(234.0)
|
Current and deferred tax
liabilities
|
|
|
(36.6)
|
(36.6)
|
Total liabilities
|
(66.0)
|
(40.2)
|
(279.5)
|
(385.7)
|
Net assets/(liabilities)
|
205.8
|
236.0
|
(136.0)
|
305.8
|
6.
Segmental
reporting (continued)
At 31 March 2024
Assets and liabilities
|
Magnetics &
Controls
£m
|
Sensing &
Connectivity
£m
|
Unallocated
£m
|
Total
£m
|
Segment assets (excluding goodwill
and other intangible assets)
|
124.7
|
74.4
|
|
199.1
|
Goodwill and other intangible
assets
|
146.7
|
182.8
|
|
329.5
|
|
271.4
|
257.2
|
|
528.6
|
Central assets
|
|
|
11.1
|
11.1
|
Cash and cash
equivalents
|
|
|
110.8
|
110.8
|
Pension asset
|
|
|
0.3
|
0.3
|
Current and deferred tax
assets
|
|
|
11.2
|
11.2
|
Assets classified as held for
sale
|
|
6.7
|
|
6.7
|
Total assets
|
271.4
|
263.9
|
133.4
|
668.7
|
Segment liabilities
|
(65.2)
|
(45.2)
|
|
(110.4)
|
Central liabilities
|
|
|
(10.6)
|
(10.6)
|
Other financial
liabilities
|
|
|
(214.8)
|
(214.8)
|
Current and deferred tax
liabilities
|
|
|
(31.3)
|
(31.3)
|
Total liabilities
|
(65.2)
|
(45.2)
|
(256.7)
|
(367.1)
|
Net assets/(liabilities)
|
206.2
|
218.7
|
(123.3)
|
301.6
|
7. Underlying
Performance Measures
These condensed consolidated
interim 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 condensed interim 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 restructuring costs and expenses
incurred in relation to the disposal of the Santon solar business
unit, including its losses incurred following the announcement of
its closure.
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, in line with the Group's banking covenant.
Underlying operating
margin
"Underlying operating margin" is
defined as underlying operating profit divided by
revenue.
7. Underlying
Performance Measures (continued)
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 on the acquisition
and disposal related costs (namely amortisation of acquired
intangible assets and acquisition and disposal
expenses).
"Underlying ETR" is defined as
underlying tax charge divided by underlying profit before
tax.
Underlying profit after tax
(profit for the
period)
"Underlying profit after tax" is
defined as profit for the period excluding acquisition and disposal
related costs (namely amortisation of acquired intangible assets
and acquisition and disposal expenses), net of tax effect on
underlying adjustments.
Underlying earnings per
share
"Underlying earnings per share" is
calculated as underlying profit after tax 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.
"Organic revenue growth" is
defined as CER revenue growth excluding the first 12 months of
acquisitions post completion and excluding last year's announced
disposal of the Santon solar business unit.
Gearing
ratio
Gearing ratio is defined as net
debt divided by underlying EBITDA, including the annualisation of
acquired businesses, excluding IFRS 16 lease payments.
The tables below shows the
reconciliation to the IFRS reporting measures, for the main
underlying performance measures used by the Group.
7. Underlying
Performance Measures (continued)
Underlying operating profit /
Underlying EBITDA
Underlying operating profit and
EBITDA are calculated as follows:
|
|
Six months
ended
30 Sept
2024
£m
|
Six
months
ended
30 Sept
2023
£m
|
Year
ended
31 Mar
2024
£m
|
Operating profit
|
|
21.1
|
19.5
|
31.2
|
Add back: Acquisition and
disposal expenses
|
(a)
|
0.2
|
1.4
|
9.8
|
Amortisation of acquired intangibles
|
(b)
|
7.8
|
7.7
|
16.2
|
Underlying operating profit
|
|
29.1
|
28.6
|
57.2
|
Add back: Depreciation and
amortisation
|
|
6.0
|
5.7
|
12.5
|
Share-based payment and IAS 19 pension cost
|
|
1.1
|
1.8
|
3.4
|
Underlying EBITDA
|
|
36.2
|
36.1
|
73.1
|
The tax impact of the underlying
profit adjustments above is a credit of £1.9m (H1 2023/24:
£1.7m).
a) Acquisition and
disposal expenses of £0.2m comprise the costs associated with
recent acquisitions of £0.7m; losses of £0.4m incurred by the
non-core Santon solar business whose disposal was announced last
year and integration costs of £1.2m related to the establishment of
our operating clusters mainly associated with removing surplus in
our Magnetics and Sensing clusters; this was offset by a credit of
£2.1m being the movement in the fair value of contingent
consideration on past acquisitions.
During the prior period, the
acquisition and disposal expenses of £1.4m comprised £1.8m of
transaction costs in relation to the acquisition of Silvertel, 2J
and ongoing transactions, offset by £0.4m credit relating to the
movement in fair value of contingent consideration on past
acquisitions.
b) Amortisation charge
relates to intangible assets recognised as part of business
combinations.
Underlying profit before
tax
Underlying profit before
tax is calculated as follows:
|
|
Six months
ended
30 Sept
2024
£m
|
Six
months
ended
30 Sept
2023
£m
|
Year
ended
31 Mar
2024
£m
|
Profit before tax
|
|
15.8
|
16.0
|
22.2
|
Add back: Acquisition and
disposal expenses
|
|
0.2
|
1.4
|
9.8
|
Amortisation of acquired intangibles
|
|
7.8
|
7.7
|
16.2
|
Underlying profit before tax
|
|
23.8
|
25.1
|
48.2
|
7. Underlying
Performance Measures (continued)
Underlying effective tax rate
Underlying effective tax rate
("ETR") is calculated as follows:
|
|
Six months
ended
30 Sept
2024
£m
|
Six
months
ended
30 Sept
2023
£m
|
Year
ended
31 Mar
2024
£m
|
Underlying profit before
tax
|
|
23.8
|
25.1
|
48.2
|
Total tax
charge
|
|
3.8
|
4.5
|
6.7
|
Add back tax effect of
amortisation of acquired intangible assets and acquisition and
disposal expenses
|
|
1.9
|
1.7
|
5.3
|
Underlying tax charge
|
|
5.7
|
6.2
|
12.0
|
Underlying effective tax rate
|
|
24.0%
|
24.7%
|
24.9%
|
Underlying profit after tax (profit for the period) /
Underlying earnings per share
Underlying profit after tax and
earnings per share are calculated as follows:
|
Six months
ended
30 Sept
2024
£m
|
Six
months ended
30 Sept
2023
£m
|
Year
ended
31
Mar 2024
£m
|
Profit for the period
|
12.0
|
11.5
|
15.5
|
Add back: Acquisition
and disposal expenses
|
0.2
|
1.4
|
9.8
|
Amortisation of acquired intangible assets
|
7.8
|
7.7
|
16.2
|
Tax charge related to the above
adjustments
|
(1.9)
|
(1.7)
|
(5.3)
|
Underlying profit for the
period
|
18.1
|
18.9
|
36.2
|
|
|
|
|
|
Number
|
Number
|
Number
|
Weighted average number of shares
for basic earnings per share
|
96,001,835
|
95,780,662
|
95,835,775
|
Effect of dilution - share
options
|
2,345,851
|
2,728,085
|
2,450,593
|
Adjusted weighted average number
of shares for diluted earnings per share
|
98,347,686
|
98,508,747
|
98,286,368
|
|
|
|
|
Underlying earnings per share
|
18.4p
|
19.2p
|
36.8p
|
|
|
|
|
7. Underlying
Performance Measures (continued)
ROCE / ROTCE
ROCE and ROTCE are calculated as
follows:
|
Six months
ended
30 Sept
2024
£m
|
Six
months
ended
30 Sept
2023
£m
|
Year
ended
31
Mar 2024
£m
|
Net assets
|
296.6
|
305.8
|
301.6
|
Less:
Deferred consideration in relation to disposed
businesses
|
(6.1)
|
(6.2)
|
(6.3)
|
Net debt
|
98.7
|
111.3
|
104.0
|
IAS 19 pension (asset)/liability
|
0.1
|
(0.7)
|
(0.3)
|
Assets held for sale
|
(4.9)
|
-
|
(6.7)
|
Adjusted net assets
|
384.4
|
410.2
|
392.3
|
Less:
Goodwill
|
(227.2)
|
(231.0)
|
(231.7)
|
Acquired intangible assets
|
(88.2)
|
(100.6)
|
(96.2)
|
Deferred tax assets and liabilities
|
13.4
|
14.8
|
13.1
|
Current tax assets and liabilities
|
7.1
|
11.1
|
7.0
|
Lease liabilities
|
21.1
|
19.3
|
20.1
|
Provisions
|
8.6
|
6.0
|
8.8
|
Tangible Capital
|
119.2
|
129.8
|
113.4
|
|
|
|
|
Underlying operating
profit
|
29.1
|
28.6
|
57.2
|
Add:
Annualisation of acquired businesses
|
0.1
|
4.9
|
4.2
|
|
|
|
|
Annualised operating
profit
|
58.3
|
62.1
|
61.4
|
ROCE
|
15.2%
|
15.1%
|
15.7%
|
|
|
|
|
ROTCE
|
48.9%
|
47.8%
|
54.1%
|
Underlying operating cash flow /
Free cash flow
|
Six months
ended
30 Sept
2024
£m
|
Six
months ended
30 Sept
2023
£m
|
Year
ended
31
Mar 2024
£m
|
Underlying EBITDA
|
36.2
|
36.1
|
73.1
|
Lease payments
|
(3.8)
|
(3.1)
|
(6.8)
|
EBITDA (incl. lease
payments)
|
32.4
|
33.0
|
66.3
|
Changes in working
capital
|
(5.0)
|
(12.3)
|
(2.2)
|
Capital expenditure
|
(2.3)
|
(2.7)
|
(4.9)
|
Underlying operating cash flow
|
25.1
|
18.0
|
59.2
|
Net interest paid
|
(4.6)
|
(3.7)
|
(7.7)
|
Tax payments
|
(4.2)
|
(5.2)
|
(12.5)
|
Legacy pension scheme
funding
|
(0.6)
|
(1.0)
|
(2.0)
|
Free cash flow
|
15.7
|
8.1
|
37.0
|
Notes to the condensed consolidated interim financial
statements
8. Operating
profit
|
Six months
ended
30 Sept
2024
£m
|
Six
months ended
30 Sept
2023
£m
|
Year
ended
31
Mar 2024
£m
|
Revenue
|
211.1
|
222.0
|
437.0
|
Direct materials/ direct
labour
|
(119.5)
|
(130.9)
|
(255.0)
|
Other cost of goods
sold
|
(2.4)
|
(2.9)
|
(5.0)
|
Selling and distribution
costs
|
(20.8)
|
(20.9)
|
(41.0)
|
Administrative expenses
|
(47.3)
|
(47.8)
|
(104.8)
|
Operating profit
|
21.1
|
19.5
|
31.2
|
9.
Taxation
Income tax expense is recognised
based on management's estimate of the weighted average effective
annual income tax rate expected for the full financial year, in
accordance with IAS 34 'Interim financial reporting'.
The underlying tax charge for the
period was £5.7m (H1 2023/24: £6.2m) giving an underlying effective
tax rate on underlying profit before tax of 24.0% (H1 2023/24:
24.7%), 0.9% lower than the rate for FY 2023/24 of
24.9%.
The tax credit in respect of the
underlying profit adjustments was £1.9m (H1 2023/24: £1.7m). This
gives an overall tax charge for the period of £3.8m (H1 2023/24:
£4.5m) on profit before tax of £15.8m (H1 2023/24: £16.0m) which is
an effective tax rate of 24.0% (H1 2023/24: 28.0%).
10. Dividends
The Directors have declared an
interim dividend of 3.90 pence per share (H1 2023/24: 3.75 pence)
payable on 24 January 2025 to shareholders on the register at 13
December 2024.
In accordance with IAS 10, this
dividend has not been reflected in the interim results. The cash
cost of the interim dividend will be £3.8m (H1 2023/24:
£3.6m).
The final dividend of 8.25p per
share for the year ended 31 March 2024 was paid on 2 August
2024.
11. Earnings per
share
The following reflects the income
and share data used in the basic and diluted earnings per share
computations:
|
Six months
ended
30 Sept
2024
£m
|
Six
months ended
30 Sept
2023
£m
|
Year
ended
31
Mar 2024
£m
|
|
|
|
|
Profit for the
period
|
12.0
|
11.5
|
15.5
|
|
|
|
|
|
Number
|
Number
|
Number
|
Weighted average number of shares
for basic earnings per share
|
96,001,835
|
95,780,662
|
95,835,775
|
Effect of dilution - share
options
|
2,345,851
|
2,728,085
|
2,450,593
|
Adjusted weighted average number of shares for diluted
earnings per share
|
98,347,686
|
98,508,747
|
98,286,368
|
|
|
|
|
Basic earnings per
share
|
12.5p
|
12.0p
|
16.2p
|
Diluted earnings per
share
|
12.2p
|
11.7p
|
15.8p
|
At the period end, there were 2.7
million ordinary share options in issue that could potentially
dilute earnings per share in the future, of which 2.3 million are
currently dilutive (30 September 2023: 3.1 million in issue and 2.7
million dilutive, 31 March 2024: 2.7 million in issue and 2.5
million dilutive).
12. Business
combinations
Acquisitions in the period ended 30 September
2024
Acquisition of Hivolt
On 1 August 2024, the Group
completed the acquisition of 100% of the outstanding ordinary
shares of Hivolt Capacitors Limited ("Hivolt"), a company
incorporated in the United Kingdom. Hivolt is a designer and
manufacturer of custom-built capacitors for specialised
applications involving high voltages and the acquisition is set to
strengthen the Group's position in the electronics market and
enhance its offering across key target sectors, including medical
and transportation.
Hivolt was acquired for a
consideration of £3.3m on a cash free, debt free basis, before
expenses, funded from the Group's existing debt facilities. In
addition, a contingent payment of up to £0.9m will be payable
subject to Hivolt's EBIT performance over the period between 1
April 2024 and 31 March 2025.
The provisional fair value of the
identifiable assets and liabilities of Hivolt at the date of
acquisition was:
|
|
Provisional fair
value
recognised at
acquisition
£m
|
Intangible assets - other
(incl. customer
relationships)
|
|
|
2.6
|
Property, plant and
equipment
|
|
|
0.1
|
Right of use assets
|
|
|
0.2
|
Inventories
|
|
|
0.6
|
Trade and other
receivables
|
|
|
0.2
|
Cash acquired
|
|
|
5.0
|
Trade and other payables
|
|
|
(0.4)
|
Current tax liabilities
|
|
|
(0.1)
|
Deferred tax liabilities
|
|
|
(0.7)
|
Lease liabilities
|
|
|
(0.2)
|
Total identifiable net assets
|
|
|
7.3
|
Provisional goodwill arising on acquisition
|
|
|
1.9
|
Total investment
|
|
|
9.2
|
|
|
|
|
Discharged by:
|
|
|
|
Initial cash
consideration
|
|
|
8.3
|
Contingent consideration
|
|
|
0.9
|
|
|
|
9.2
|
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 £1.9m
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.
Net cash outflows in respect of
the acquisition comprise:
|
|
|
Total
£m
|
Cash consideration
|
|
|
8.3
|
Transaction costs of the
acquisition (included in operating cash flows)
1
|
|
|
0.1
|
Net cash acquired
|
|
|
(5.0)
|
|
|
|
3.4
|
1)
Acquisition costs of £0.1m were expensed as incurred in the six
months period to 30 September 2024. These were included within
operating costs.
Included in cash flow from
investing activities is the cash consideration of £8.3m, offset by
the net cash acquired of £5.0m.
12. Business
combinations (continued)
Acquisitions in the year ended 31 March
2024
During the year ended 31 March
2024, the Group completed the acquisition of Silver Telecom Limited ("Silvertel") on 30 August 2023, 2J
Antennas Group ("2J") on 12 September
2023, Shape LLC ("Shape") on 24 January 2024, Diamond Technologies,
Inc ("DTI") on 6 March 2024 and IKN AS ("IKN") on 16 March 2024.
Details of these business combinations were disclosed in note 11 of
the Group's annual financial statements for the year ended 31 March
2024. Since 31 March 2024, there were no material changes to the
fair value of assets and liabilities acquired.
Business disposed and 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 c£3.3m 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. The disposals of the solar business unit is
expected to complete in the financial year ending 31 March 2025 and
expected to generate net cash inflow of c.£7m after costs
(including the sale of its manufacturing facility), of which 1.7m
has been received in the period.
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 period ended 30 September
2024 and year ended 31 March 2024.
|
|
Six months
ended
30 Sept
2024
£m
|
Year
ended
31
Mar 2024
£m
|
Disposal group held for sale
|
|
|
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
|
0.6
|
2.1
|
Intangible assets -
other
|
|
0.1
|
0.2
|
Current assets
|
|
|
|
Inventory
|
|
1.7
|
1.9
|
|
|
2.4
|
4.2
|
Non-current assets held for sale
|
|
|
|
Property, plant and
equipment
|
|
2.5
|
2.5
|
Total assets classified as held for sale
|
|
4.9
|
6.7
|
13.
Goodwill
The carrying value of goodwill is
analysed as follows:
|
Six months
ended
30 Sept
2024
£m
|
Year
ended
31
Mar 2024
£m
|
Magnetics &
Controls
|
102.5
|
106.4
|
Sensing &
Connectivity
|
124.7
|
125.3
|
|
227.2
|
231.7
|
The movement in goodwill compared
to prior year relates to the acquisition of Hivolt (note 12),
offset by movement in foreign exchange rates.
14. Reconciliation of
cash flow from operating activities
|
Six months
ended
30 Sept
2024
£m
|
Six
months
ended
30 Sept
2023
£m
|
Year
ended
31
Mar 2024
£m
|
Profit for the period
|
12.0
|
11.5
|
15.5
|
Tax expense
|
3.8
|
4.5
|
6.7
|
Net finance costs
|
5.3
|
3.5
|
9.0
|
Depreciation of property, plant
and equipment
|
2.2
|
2.4
|
4.7
|
Depreciation of right of use
assets
|
3.5
|
3.0
|
6.6
|
Amortisation of intangible assets
- other
|
8.0
|
7.9
|
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
|
0.1
|
-
|
0.2
|
Change in provisions
|
-
|
0.1
|
2.6
|
Pension scheme funding
|
(0.6)
|
(1.0)
|
(2.0)
|
IAS 19 pension charge
|
0.4
|
0.4
|
0.8
|
Associated taxes on
LTIPs
|
-
|
(0.2)
|
(0.3)
|
Impact of equity-settled
share-based payment expense and associated taxes
|
0.7
|
1.4
|
2.6
|
Operating cash flows before changes in working
capital
|
35.4
|
33.5
|
65.6
|
Decrease in inventories
|
0.1
|
3.4
|
14.5
|
Decrease/(Increase) in trade and
other receivables
|
5.2
|
(3.3)
|
(3.0)
|
Decrease in trade and other
payables
|
(12.0)
|
(13.5)
|
(11.1)
|
(Increase)/Decrease in working
capital
|
(6.7)
|
(13.4)
|
0.4
|
Cash generated from operations
|
28.7
|
20.1
|
66.0
|
Interest paid on overdraft and
borrowings
|
(6.4)
|
(5.0)
|
(11.6)
|
Interest paid on lease
liabilities
|
(0.4)
|
(0.3)
|
(0.7)
|
Net income taxes paid
|
(4.2)
|
(5.2)
|
(12.5)
|
Net cash inflow from operating
activities
|
17.7
|
9.6
|
41.2
|
15. Closing net
debt
|
At
30 Sept
2024
£m
|
At
30 Sept
2023
£m
|
At
31 Mar
2024
£m
|
Cash and cash
equivalents
|
115.6
|
122.7
|
110.8
|
Bank overdrafts
|
(84.9)
|
(92.0)
|
(79.3)
|
Net cash
|
30.7
|
30.7
|
31.5
|
Bank loans under one
year
|
-
|
(0.3)
|
-
|
Bank loans over one
year
|
(131.0)
|
(143.9)
|
(137.5)
|
Capitalised debt cost
|
1.6
|
2.2
|
2.0
|
Total loan capital
|
(129.4)
|
(142.0)
|
(135.5)
|
Net debt
|
(98.7)
|
(111.3)
|
(104.0)
|
Lease liability
|
(21.1)
|
(19.3)
|
(20.1)
|
Net debt (incl. lease liability)
|
(119.8)
|
(130.6)
|
(124.1)
|
Extract from the condensed
consolidated statement of financial position:
|
At
30 Sept
2024
£m
|
At
30 Sept
2023
£m
|
At
31 Mar
2024
£m
|
Current liabilities
|
|
|
|
Other financial
liabilities
|
(84.4)
|
(91.9)
|
(78.7)
|
Lease liabilities
|
(5.4)
|
(5.6)
|
(5.7)
|
|
(89.8)
|
(97.5)
|
(84.4)
|
Non-current liabilities
|
|
|
|
Other financial
liabilities
|
(129.9)
|
(142.1)
|
(136.1)
|
Lease liabilities
|
(15.7)
|
(13.7)
|
(14.4)
|
|
(145.6)
|
(155.8)
|
(150.5)
|
Cash and cash
equivalents
|
115.6
|
122.7
|
110.8
|
Closing net debt (incl. lease liability)
|
(119.8)
|
(130.6)
|
(124.1)
|
Bank overdrafts reflect the
aggregated gross overdrawn balances of Group companies (even if
those companies have other positive cash balances). Cash and cash
equivalents, and bank overdrafts, reflect the aggregated gross
balances of Group companies (even if those companies individually
have both a cash balance and an overdraft with the same bank).
Whilst there is a legal right of offset within our facilities we do
not have an intention to net settle these positions in the
short-term. Bank overdrafts are repayable on demand with interest
based on floating rates linked to SONIA, SOFR and
EURIBOR.
Bank loans over one year are
mainly drawdowns against the Group's revolving credit facility of
£130.9m (31 March 2024: £137.4m) denominated in Sterling, US
Dollars and Euros which bear interest based on SONIA, SOFR and
EURIBOR, plus a facility margin.
Cash and cash equivalents earn
interest at floating rates on daily bank deposit
rates.
Lease liabilities of £21.1m (31
March 2024: £20.1m) have been presented separately in the
consolidated statement of financial position. The increase of £1.0m
during the six month period to 30 September 2024 consisted of
additions/modifications of £5.1m and interest accruals of £0.4m,
offset by lease payments of £3.7m, early terminations of £0.3m and
foreign exchange impact of £0.5m.
Certain businesses in the Group
participate in supply chain finance arrangements whereby suppliers
may elect to receive early payment of their invoices from a bank by
factoring their receivable from discoverIE entities. Included
within trade payables is £1.6m (31 March 2024: £2.0m) subject to
such an arrangement.
15. Closing net
debt (continued)
Reconciliation of movement in cash and net
debt
|
Six months
ended
30 Sept
2024
£m
|
Six
months
ended
30 Sept
2023
£m
|
Year
ended
31 Mar
2024
£m
|
Net (decrease)/increase in cash
and cash equivalents
|
0.3
|
(11.5)
|
(9.4)
|
Proceeds from
borrowings
|
(8.0)
|
(66.5)
|
(79.4)
|
Repayment of borrowings
|
10.6
|
10.8
|
28.9
|
Decrease in net cash before
translation differences
|
2.9
|
(67.2)
|
(59.9)
|
Translation and other non-cash
changes
|
2.4
|
(1.4)
|
(1.4)
|
Increase/(decrease) in net cash
|
5.3
|
(68.6)
|
(61.3)
|
Net debt at beginning of the
period
|
(104.0)
|
(42.7)
|
(42.7)
|
Net debt at end of the period
|
(98.7)
|
(111.3)
|
(104.0)
|
|
|
|
|
16. Fair value
measurement of financial instruments
The Group's principal
non-derivative financial instruments comprise bank loans and
overdrafts, cash and short term borrowings. The Group also holds
other financial instruments such as trade receivables and trade
payables that arise directly from the Group's trading operations.
The carrying value of the Group's trade and other receivables and
trade and other payables approximates their book value due to the
short maturity of these instruments.
Derivative financial instruments
are short-term foreign currency forward contracts placed by the
Group with external banks as part of the Group's cash management
and foreign currency risk management activities. As at 30 September
2024, the fair value of derivatives was an asset of £0.4m (31 March
2024: £nil).
The carrying value of the Group's
other financial assets, including cash and cash equivalents of
£115.6m and deferred consideration of £6.1m (included within other
receivables current and non-current), are equivalent to their fair
value.
The carrying value of the Group's
financial liabilities measured at amortised cost, including bank
overdrafts of £84.9m, other fixed and floating interest borrowings
of £129.4m, lease liabilities of £21.1m and contingent
consideration of £3.6m, are equivalent to their fair value at 30
September 2024.
The methods and assumptions used
to determine the fair value of financial assets and liabilities are
set out below.
All material changes in fair value
of financial instruments as at the balance sheet date have been
taken to the condensed consolidated statement of profit or loss.
Impairment reviews did not identify any material impairment of
financial assets from carrying values as reported at the balance
sheet date and, as such, no material impairments are included in
the condensed consolidated statement of profit or loss.
Fair Value methods and assumptions
Forward foreign exchange contracts
(forwards) - the fair value of forward foreign currency contracts
is determined with reference to observable yield curves and foreign
exchange rates at the reporting date. The forwards outstanding with
banks at 30 September 2024 had a maturity of one year or
less.
Loans and borrowings - the fair
value of loans and borrowings has been calculated by discounting
future cash flows, where material, at prevailing market interest
rates.
Fair Value hierarchy
For financial assets and financial
liabilities measured at fair value, as set out in the tables above,
the fair value measurement techniques are based upon applying
unadjusted, quoted market rates or prices or inputs other than
quoted prices that are observable for the assets or liabilities
either directly or indirectly.
16. Fair value
measurement of financial instruments (continued)
Fair Value hierarchy (continued)
IFRS 13 'Financial Instruments:
Disclosures' requires financial instruments measured at fair value
to be analysed into a fair value hierarchy based upon the valuation
technique used to determine fair value. The highest level in this
hierarchy is Level 3 within which inputs that are not based on
observable market data for the asset or liability are
applied.
The valuation techniques used by
the Group for the measurement of derivative financial instruments,
loans and deferred consideration receivable are considered to be
within Level 2, which includes inputs other than quoted prices
included within Level 1 that are observable either directly or
indirectly. Contingent consideration liabilities are included in
Level 3 of the fair value hierarchy. The fair value is determined
considering the expected payment, discounted to present value using
a risk adjusted discount rate. The expected payment is determined
separately in respect of each individual earn-out agreement taking
into consideration the expected level of profitability of each
acquisition. The unobservable inputs are the projected forecast
measures that are assessed on an annual basis. Changes in the fair
value of contingent consideration relating to updated projected
forecast performance measures are recognised in the consolidated
Statement of Profit or Loss in the period that the change occurs.
Contingent consideration is sensitive to forecast operating profits
of the relevant acquired businesses.
17.
Pension
The acquisition of the Sedgemoor
Group in June 1999 included a defined benefit pension scheme, the
Sedgemoor Group Pension Fund ("the Sedgemoor Scheme"). The
Sedgemoor Scheme, which is funded by the Group, provides retirement
benefits based on final pensionable salary. 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 pension 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.
During the period, the financial
position of the Sedgemoor Scheme has been updated in line with
changes in actuarial assumptions. The valuation used for IAS 19
disclosures has been based on the most recent valuation as at 31
March 2021 updated to take account of the requirements of IAS 19 in
order to assess the liabilities of the scheme as at 30 September
2024.
The IAS 19 defined benefit pension
scheme liability as at 30 September 2024 was £0.1m (31 March 2024:
pension asset of £0.3m). The Scheme's assets are predominantly
linked to gilts, which fell over the period. The liabilities are
measured relative to corporate bonds, which also fell over the
period broadly mitigating the effect of the asset
reduction.
18. Exchange
rates
The principal exchange rates used
to translate the results of overseas businesses are as
follows:
|
Six months ended 30 Sept
2024
|
Six
months ended 30 Sept 2023
|
Year
ended 31 March 2024
|
|
Closing
rate
|
Average
rate
|
Closing
rate
|
Average
rate
|
Closing
rate
|
Average
rate
|
US Dollar
|
1.3401
|
1.2805
|
1.2253
|
1.2592
|
1.2643
|
1.2566
|
Euro
|
1.1970
|
1.1777
|
1.1566
|
1.1566
|
1.1695
|
1.1585
|
Norwegian Krone
|
14.0820
|
13.7382
|
13.0161
|
13.3321
|
13.6814
|
13.3524
|
19. Events
occurring after the reporting period
There were no matters arising,
between the statement of financial position date and the date on
which these condensed consolidated interim financial statements
were approved by the Board of Directors, requiring adjustment in
accordance with IAS 34 'Interim financial reporting'.
20. Interim
report
A copy of the interim report will
be available for inspection at the Company's registered office: 2
Chancellor Court, Occam Road, Surrey Research Park, Guildford,
England, GU2 7AH.
As permitted by current
regulations, the 2024/25 interim results published on 3 December
2024 will not be sent to shareholders. The 2024/25 interim results
and other information about discoverIE Group plc are available on
the Company's website at www.discoverieplc.com.