TIDMSND

RNS Number : 5788P

Sanderson Group PLC

09 June 2015

FOR IMMEDIATE RELEASE 9 JUNE 2015

SANDERSON GROUP PLC

Interim Results for the six months to 31 March 2015

"Continued progress, improved sales order intake and a very strong order book; interim dividend up 12.5%

Appointment of Ian Newcombe as Chief Executive Officer"

Sanderson Group plc ('Sanderson' or 'the Group'), the software and IT services business specialising in multi-channel retail and manufacturing markets in the UK and Ireland, announces its interim results for the six month period to 31 March 2015.

Commenting on the results, Chairman, Christopher Winn, said:

"The Group has made further progress during the period with revenue increasing to GBP9.09 million (2014: GBP7.94 million) and operating profit rising to GBP1.37 million (2014: GBP1.21 million). Pre-contracted licence and ongoing support services recurring revenue grew to GBP4.76 million (2014: GBP4.41 million) representing 52% of total revenue in the period. Gross margin has been maintained at a robust 85% (2014: 87%), reflecting our continuing emphasis on the supply of Sanderson 'owned' proprietary software and services. The Group's order book at the period end was very strong and stood at GBP2.84 million (2014: GBP2.47 million).

"I am also very pleased to announce that Ian Newcombe, who has made a major contribution to the formulation of the Group's strategy and who has personally driven the development of the multi-channel business has been appointed as Group Chief Executive with immediate effect".

Highlights - Financial

 
 --   Revenue increased to GBP9.09 million (2014: GBP7.94 million). 
 --   Pre-contracted recurring revenues of GBP4.76 million (2014: GBP4.41 million), representing 
       approximately 52% of total revenue. 
 --   Multi-channel retail division revenue and operating profits* increased to GBP5.96 million 
       (2014: GBP4.71 million) and GBP1.01 million (2014: GBP0.85 million) respectively; increased 
       levels of business from new customers and trend towards bigger orders from existing customers; 
 --   Manufacturing division revenue and operating profits* of GBP3.14 million (2014: GBP3.23 million) 
       and GBP0.36 million (2014: GBP0.37 million) respectively. 
 --   Operating profit* increased 13% to GBP1.37 million (2014: GBP1.21 million). 
 --   Profit before tax of GBP0.91 million (2014: GBP0.78 million). 
 --   Basic earnings per share of 1.5 pence (2014: 1.4 pence). 
 --   Net cash at period-end of GBP3.95 million (2014: GBP5.07 million) after acquisition related 
       cash consideration payments of GBP1.8 million. 
 --   Interim dividend up 12.5% to 0.9 pence per share (2014: 0.8 pence; 2013: 0.65 pence). 
 

Highlights - Operational

 
 --   Strong trading momentum maintained, complemented by increased levels of new business 
 --   Very strong order book of GBP2.84 million at period end (2014: GBP2.47 million) 
 --   Five new multi-channel retail customers during period, including Anzac Wines & Spirits; number 
       of large orders from existing customers including Superdry; eight new customers added by manufacturing 
       including Nutrifresh; several large projects with existing customers including Cook Trading. 
 --   Continued investment in proprietary solutions using mobile technologies. 
 --   Appointment today of Ian Newcombe as Group CEO. 
 

* Operating profit is stated before amortisation of acquisition-related intangibles, share-based payment charges and acquisition-related costs

On current trading and prospects, Mr Winn, added:

"Whilst the Group will continue to invest across all of its businesses, particular emphasis will be placed on further developing the range of solutions for mobile and ecommerce businesses, for the food and drink processing sector and for entry level systems in the manufacturing division. Mobile solutions continue to be developed across all of the Group's target markets. To augment organic growth, selective acquisition opportunities will continue to be considered. However, in the current year, management intends to focus on delivering another set of "on target" trading results.

The general economic environment continues to show signs of improvement, though sales cycles remain protracted. The Board remains cautious in its approach but a strong order book and healthy balance sheet together with a long list of sales prospects, provides the Board with a good level of confidence that the Group will continue to make further progress and deliver trading results in line with market expectations for the current year ending 30 September 2015."

 
 Enquiries: 
 Christopher Winn, Chairman                Telephone: 0333 123 1400 
 Ian Newcombe, Group Chief Executive 
 Adrian Frost, Finance Director 
 
 
 Paul Vann, Walbrook PR Limited            Telephone: 0117 985 8989 
                                           or 07768 807631 
 
 Mark Taylor, Charles Stanley Securities   Telephone: 020 7149 6000 
 (Nominated Advisor) 
 

SANDERSON GROUP PLC

Interim Results for the six months to 31 March 2015

chairman's statement

Sanderson Group plc ('Sanderson' or 'the Group'), the software and IT services business specialising in multi-channel retail and manufacturing markets in the UK and Ireland, announces its interim results for the six month period ended 31 March 2015 ('the period').

Results

The Group has made further progress during the period with revenue increasing to GBP9.09 million (2014: GBP7.94 million) and operating profit rising to GBP1.37 million (2014: GBP1.21 million). Pre-contracted licence and ongoing support services recurring revenue grew to GBP4.76 million (2014: GBP4.41 million) representing 52% of total revenue in the period. Gross margin has been maintained at a robust 85% (2014: 87%), reflecting our continuing emphasis on the supply of Sanderson 'owned' proprietary software and services. The Group's order book at the period end was very strong and stood at GBP2.84 million (2014: GBP2.47 million).

The Sanderson Board remains committed to pursuing a growth strategy based upon a conservative financing policy, the cornerstone of which is a strong balance sheet. The Group has an established history of converting substantially all of its profit to cash. During the period, the collection of a number of sales ledger balances slipped beyond the period end, with a total of GBP435,000 being received in the first week of April. At 31 March 2015, after the payment of GBP1.80 million consideration and deferred consideration in respect of acquired businesses, the Group's net cash balance was GBP3.95 million (2014: GBP5.07 million).

Dividend

The Board is also committed to maintaining a progressive dividend policy and is pleased to declare an increase of 12.5% in the level of the interim dividend to 0.90 pence per share (2014: 0.80 pence). The dividend will be paid on 14 August 2015 to shareholders on the register at the close of business on 17 July 2015.

Acquisition of Warehouse Management Software provider, Proteus

On 5 December 2014, the Group acquired a supplier of warehouse management solutions, Proteus Software Limited ('Proteus'), for an initial cash consideration of GBP1.40 million. Up to a further GBP0.5 million is payable in March 2016, based upon the trading performance of Proteus in the twelve months following acquisition. Proteus solutions, which complement the Group's own products, services and customers are used by businesses operating in the areas of third party logistics, warehouse management and supply chain distribution.

Business review

The primary target market for Sanderson products and services is generally small and medium sized businesses whose current business outlook we would describe as 'cautiously optimistic'. At the core of the Group's well-developed business model is a strategy to foster long-term customer relationships resulting in a high proportion of sales arising from pre-contracted recurring revenue. Sanderson software is licensed to customers on a 'right to use' basis and these licence revenues are supplemented by support, implementation and project management services provided by Group staff.

The Group's solutions are developed and marketed to provide customers with 'value for money' IT systems which offer tangible business benefits. These solutions typically enable customers to increase sales and revenue whilst also achieving additional efficiencies by making and maintaining cost savings, often within twelve months of implementation. The Group has continued to invest in both the development of software products and services, as well as in sales and marketing. Particular emphasis has been placed on the Group businesses specialising in the UK food and drink processing sector ('food and drink') and more especially in the development of mobile commerce solutions which enable retailers to capitalise on the huge growth in the widespread adoption of smartphones and tablets and to exploit mobile as a sales channel integrated with existing business systems.

Reflecting prior and continuing investment in the Group's sales and marketing capacity and capability, Sanderson achieved an improved intake of sales orders in the period of GBP4.94 million compared with GBP4.27 million last year. Thirteen new customers being gained (2014: twelve).

Review of multi-channel retail

Sanderson provides comprehensive IT solutions to businesses operating in the ecommerce, mobile commerce, wholesale distribution, cash and carry and retail sectors of the UK. Mobile enablement and deployment continues to be a key business driver in this sector with increasing levels of business activity. The wholesale distribution and cash and carry market has been a slower area of business during the period for the Group but prospects for the second half year are good, driven by the release in February 2015 of our latest enhanced version of software. Proteus has made a steady start to being part of Sanderson and has helped to further expand the Group's presence in the areas of warehousing, logistics and supply chain. A number of internal 'joint' sales opportunities are being developed.

Five new customers were gained during the period, including Anzac Wines & Spirits, Lavitta, Quba & Co and Matthew Algie. This compares with seven in the comparative period of 2014. The multi-channel retail division has continued to also gain a number of large orders from existing customers including JD Sports, Kingstown Associates, Healthspan and Superdry.

Divisional revenue was GBP5.96 million (2014: GBP4.71 million) and operating profit rose by just under 20% to GBP1.01 million (2014: GBP0.85 million). The period end order book was very strong at GBP1.80 million (2014: GBP1.19 million) and with good sales prospects, the multi-channel retail business is well-positioned to achieve its increased trading targets for the current financial year ending 30 September 2015.

Review of manufacturing

Businesses in the engineering, plastics, aerospace, electronics, print ('general manufacturing') and food and drink processing sectors represent the main areas of specialisation for Sanderson in manufacturing markets. Sanderson continues to invest in product development and in its sales and marketing capability for its food and drink business. Traceability of products and ingredients through the food manufacturing and supply chain is a strong feature of the Sanderson food and drink solution - a key requirement for businesses operating in the food and drink industry. Although, the overall divisional trading performance was flat as compared with the comparative period of 2014, the Sanderson general manufacturing business improved its trading performance compared with the first half of 2014 and this improvement is expected to continue into the second half of the current year. The Group's food and drink business experienced some delays in the receipt of expected sales orders.

Eight new customers were gained during the period, including Simtom Food Products, Summit Chairs, St Marcus Fine Foods, Wine Bottling Solutions and NutriFresh. This compares with five new customers in the comparative period of 2014. Large projects with existing customers included Magnadata, Cook Trading, Food Partners and Freddy Hirsch.

The Group has had some success with its entry level Unity ERP ('Enterprise Resource Planning) product which is aimed at smaller and emerging businesses and over the coming months we expect to further develop our software and to launch new products, including further cloud-based solutions, into our target manufacturing markets.

Revenue for the period was GBP3.14 million (2014: GBP3.23 million) and operating profit was GBP365,000 (2014: GBP367,000). Recurring revenue represents over 61% of total divisional revenue and covers over three-quarters of divisional overheads. The order book is GBP1.04 million (2014: GBP1.28 million) and together with a strong sales prospect list, should ensure that the manufacturing division achieves another improved trading result for the full year ending 30 September 2015.

Management and staff

I am pleased to announce that Ian Newcombe, who has made a major contribution to the formulation of the Group's strategy and who has personally driven the development of the multi-channel business, has been appointed as Group Chief Executive with immediate effect. The Sanderson executive plc team comprises myself as Executive Chairman, Ian Newcombe as Group Chief Executive, and Adrian Frost as Group Finance Director.

The Board of Sanderson Group plc has been further strengthened by the appointment of David Gutteridge, as a non-executive director. David has considerable business experience including with Financial Objects plc, Cyan Holdings plc and Sanderson Group plc as a non-executive director between IPO in 2004 up until 2012. David was Chairman of Tinglobal Limited until May 2014, when he led a successful trade sale to Singapore Listed, Declout Plc.

Sanderson now employs 223 staff with a high level of experience and specialist expertise in the market sectors which the Group addresses. On behalf of the Board, I would again like to thank everyone for their hard work, support, dedication and contribution to the ongoing development of the Group.

Strategy

The strategy of the Board is to achieve sustained growth by further building and developing the Sanderson businesses operating within the multi-channel retail and manufacturing target markets. Whilst the Group will continue to invest across all of its businesses, particular emphasis will be placed on further developing the range of solutions for mobile and ecommerce businesses, for the food and drink processing sector and for entry level systems in the manufacturing division. Mobile solutions continue to be developed across all of the Group's target markets.

In order to augment organic growth, selective acquisition opportunities will continue to be considered. However, in the current year, management intends to focus on delivering another set of 'on target' trading results.

Outlook

The general economic environment continues to show signs of improvement, though sales cycles remain protracted. The Board remains cautious in its approach but a strong order book and healthy balance sheet together with a long list of sales prospects, provides the Board with a good level of confidence that the Group will continue to make further progress and deliver trading results in line with market expectations for the current year ending 30 September 2015.

Christopher Winn

Chairman

9 June 2015

CONSOLIDATED INCOME STATEMENT

 
                                       Note     Unaudited     Unaudited    Audited 
                                               six months    six months    year to 
                                              to 31/03/15   to 31/03/14   30/09/14 
                                                   GBP000        GBP000     GBP000 
 
Revenue                                 2           9,090         7,940     16,411 
Cost of sales                                     (1,388)       (1,028)    (2,483) 
                                             ------------  ------------  --------- 
Gross profit                                        7,702         6,912     13,928 
 
Other operating expenses                          (6,696)       (6,061)   (11,880) 
                                             ------------  ------------  --------- 
Results from operating activities       2           1,006           851      2,048 
 
 
Results from operating activities 
 before adjustments in respect 
 of the following:                       2          1,374         1,215      2,839 
Amortisation of acquisition-related 
 intangibles                                        (236)         (172)      (387) 
Acquisition related costs                            (87)         (157)      (303) 
Share-based payment charges                          (45)          (35)      (101) 
                                             ------------  ------------  --------- 
Results from operating activities       2           1,006           851      2,048 
------------------------------------  -----  ------------  ------------  --------- 
 
Net finance expense                                 (101)          (72)      (132) 
                                             ------------  ------------  --------- 
Profit before taxation                                905           779      1,916 
Taxation                                             (71)          (59)      (318) 
                                             ------------  ------------  --------- 
Profit for the period attributable 
 to equity holders of the parent                      834           720      1,598 
                                             ============  ============  ========= 
 

Earnings per share

 
From profit attributable to the 
 owners of the parent undertaking 
 during the period 
Basic earnings per share            41.5p  1.4p  3.1p 
Diluted earnings per share          41.5p  1.3p  2.9p 
                                     ====  ====  ==== 
 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                               Unaudited      Unaudited     Audited 
                                              six months     six months     year to 
                                             to 31/03/15    to 31/03/14    30/09/14 
                                                  GBP000         GBP000      GBP000 
 Profit for the period                               834            720       1,598 
 
   Other comprehensive income/(expense) 
 Items that will not subsequently 
  be reclassified to profit 
  or loss 
 Actuarial result on defined 
  benefit pension schemes                              -              -       (834) 
 Income tax relating to components 
  of other comprehensive income                        -              -         183 
                                           -------------  -------------  ---------- 
                                                       -              -       (651) 
 
 Items that will subsequently 
  be reclassified to profit 
  or loss 
 Change in the fair value 
  of available for sale financial 
  asset                                             (22)             42          17 
 Foreign exchange translation 
  differences                                        (6)              -          23 
 
 Total comprehensive income 
  for the period                                     806            762         987 
                                           -------------  -------------  ---------- 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                 Unaudited   Unaudited     Audited 
                                     as at       as at       as at 
                                  31/03/15    31/03/14    30/09/14 
                                    GBP000      GBP000      GBP000 
 Non-current assets 
 Intangible assets                  30,573      28,160      28,514 
 Property, plant & equipment           359         325         294 
 Deferred tax asset                  1,048       1,221       1,145 
                                ----------  ----------  ---------- 
                                    31,980      29,706      29,953 
                                ----------  ----------  ---------- 
 Current assets 
 Inventories                            27           5           4 
 Trade and other receivables         5,157       4,874       4,706 
 Current tax                             -           -           - 
 Other short-term financial 
  assets                               200         247         222 
 Cash and cash equivalents           3,954       5,067       6,159 
                                ----------  ----------  ---------- 
                                     9,338      10,193      11,091 
                                ----------  ----------  ---------- 
 Current liabilities 
 Trade and other payables          (3,431)     (3,523)     (3,355) 
 Deferred consideration              (860)       (645)       (815) 
 Current tax liabilities              (39)         (5)        (47) 
 Deferred income                   (4,853)     (4,427)     (4,412) 
                                ----------  ----------  ---------- 
                                   (9,183)     (8,600)     (8,629) 
                                ----------  ----------  ---------- 
 
 Net current assets                    155       1,593       2,462 
 
 Non-current liabilities 
 Deferred tax liabilities            (747)       (453)       (581) 
 Deferred consideration              (606)     (1,399)     (1,213) 
 Pension and other employee 
  obligations                      (4,600)     (4,072)     (4,804) 
                                   (5,953)     (5,924)     (6,598) 
                                ----------  ----------  ---------- 
 
 Net assets                         26,182      25,375      25,817 
                                ----------  ----------  ---------- 
 
 Equity 
 Called-up share capital             5,455       5,184       5,406 
 Share premium                       9,015       7,699       8,809 
 Available for sale reserve             69         116          91 
 Foreign exchange reserve             (15)        (32)         (9) 
 Retained earnings                  11,658      12,408      11,520 
                                ----------  ----------  ---------- 
 Total equity                       26,182      25,375      25,817 
                                ----------  ----------  ---------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six month period to 31 March 2015

 
                                    Share   Share premium       Other    Retained   Total equity 
                                  capital          GBP000    reserves    earnings         GBP000 
                                   GBP000                      GBP000      GBP000 
 At 1 October 2014                  5,406           8,809          82      11,520         25,817 
 Exercise of share options             49             206           -       (150)            105 
 Dividend paid                          -               -           -       (544)          (544) 
 Settlement of share options            -               -           -        (47)           (47) 
 Share-based payment charge             -               -           -          45             45 
 Transactions with owners              49             206           -       (696)          (441) 
                                ---------  --------------  ----------  ----------  ------------- 
 Profit for the period                  -               -           -         834            834 
 Other comprehensive income: 
 Foreign exchange translation 
  difference                            -               -         (6)           -            (6) 
 Change in market value of 
  short-term financial asset            -               -        (22)           -           (22) 
 Total comprehensive expense            -               -        (28)         834            806 
                                ---------  --------------  ----------  ----------  ------------- 
 
 At 31 March 2015                   5,455           9,015          54      11,658         26,182 
                                ---------  --------------  ----------  ----------  ------------- 
 

For the six month period to 31 March 2014

 
                                      Share   Share premium   Other reserves    Retained   Total equity 
                                    capital          GBP000           GBP000    earnings         GBP000 
                                     GBP000                                       GBP000 
 At 1 October 2013                    4,380           4,302               42      12,175         20,899 
 Shares issued on placing               636           2,864                -           -          3,500 
 Costs associated with placing            -           (180)                -           -          (180) 
 Shares issued as consideration         131             619                -           -            750 
 Exercise of share options               37              94                -        (82)             49 
 Dividend paid                            -               -                -       (440)          (440) 
 Share-based payment charge               -               -                -          35             35 
                                  ---------  --------------  ---------------  ----------  ------------- 
 Transactions with owners               804           3,397                -       (487)          3,714 
                                  ---------  --------------  ---------------  ----------  ------------- 
 Profit for the period                    -               -                -         720            720 
 Other comprehensive income: 
 Change in market value of 
  short-term financial asset              -               -               42           -             42 
                                  ---------  --------------  ---------------  ----------  ------------- 
 Total comprehensive expense              -               -               42         720            762 
                                  ---------  --------------  ---------------  ----------  ------------- 
 
 At 31 March 2014                     5,184           7,699               84      12,408         25,375 
                                  ---------  --------------  ---------------  ----------  ------------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

For the year ended 30 September 2014

 
                                     Share      Share   Other reserves    Retained     Total 
                                   capital    premium           GBP000    earnings    equity 
                                    GBP000     GBP000                       GBP000    GBP000 
 At 1 October 2013                   4,380      4,302               42      12,175    20,899 
 Exercise of share options             258      1,206                -       (830)       634 
 Issue of shares                       768      3,482                -           -     4,250 
 Costs incurred in respect 
  of share issue                         -      (181)                -           -     (181) 
 Dividend paid                           -          -                -       (873)     (873) 
 Share-based payment charge              -          -                -         101       101 
 Transactions with owners            1,026      4,507                -     (1,602)     3,931 
                                 ---------  ---------  ---------------  ----------  -------- 
 Profit for the year                     -          -                -       1,598     1,598 
 Other comprehensive income: 
 Remeasurement of net defined 
  benefit liability                      -          -                -       (834)     (834) 
 Deferred tax on above                   -          -                -         183       183 
 Foreign exchange translation 
  differences                            -          -               23           -        23 
 Change in fair value of 
  available for sale financial 
  asset                                  -          -               17           -        17 
                                 ---------  ---------  ---------------  ----------  -------- 
 Total comprehensive expense             -          -               40         947       987 
                                 ---------  ---------  ---------------  ----------  -------- 
 
 At 30 September 2014                5,406      8,809               82      11,520    25,817 
                                 ---------  ---------  ---------------  ----------  -------- 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                      Unaudited      Unaudited     Audited 
                                                     six months     six months     year to 
                                                    to 31/03/15    to 31/03/14    30/09/14 
                                            Note         GBP000         GBP000      GBP000 
 
 Profit for the period                                      834            720       1,598 
 Adjustments for: 
 Depreciation and amortisation                              490            326         765 
 Share-based payment charges                                 45             35         101 
 Net finance expense                                        101             72         132 
 Income tax expense                                          71             59         318 
                                                  =============  =============  ========== 
 Operating cash flow from continuing 
  operations before working capital 
  movements                                               1,541          1,212       2,914 
 Movement in working capital                              (792)          (204)       (224) 
                                                  =============  =============  ========== 
 Cash generated by continuing operations                    749          1,008       2,690 
 Interest paid                                                -              -         (2) 
 Payments to defined benefit pension 
  scheme                                                  (300)          (180)       (360) 
 Net cash from operating activities                         449            828       2,328 
                                                  -------------  -------------  ---------- 
 
 Investing activities 
 Purchases of property, plant & 
  equipment                                               (101)           (66)       (113) 
 Acquisition of subsidiary, net 
  of cash acquired                                        (948)        (2,046)     (2,046) 
 Deferred consideration paid                              (845)           (50)       (100) 
 Dividend received                                            -              -          15 
 Bank interest received                                      12              -          13 
 Expenditure on product development                       (286)          (190)       (680) 
                                                  =============  =============  ========== 
 Net cash received used in investing 
  activities                                            (2,168)        (2,352)     (2,911) 
                                                  =============  =============  ========== 
 
 Financing activities 
 Equity dividends paid                         5          (544)          (440)       (873) 
 Issue of shares, net of costs                              105          3,369       3,953 
 Settlement of share options                               (47)              -           - 
 Net cash (used in)/arising from 
  financing activities                                    (486)          2,929       3,080 
                                                  =============  =============  ========== 
 
 (Decrease)/increase in cash and 
  cash equivalents                                      (2,205)          1,405       2,497 
 Cash and cash equivalents at start 
  of the period                                           6,159          3,662       3,662 
 Cash and cash equivalents at end 
  of the period                                           3,954          5,067       6,159 
                                                  -------------  -------------  ---------- 
 

NOTES TO THE INTERIM RESULTS

   1.   Basis of preparation 

The Group's interim results for the six month period ended 31 March 2015 are prepared in accordance with the Group's accounting policies which are based on the recognition and measurement principles of International Financial Reporting Standards ('IFRS') as adopted by the EU and effective, or expected to be adopted and effective, at 30 September 2015. As permitted, this interim report has been prepared in accordance with the AIM rules and not in accordance with IAS34 'Interim financial reporting'.

These interim results do not constitute full statutory accounts within the meaning of section 434(5) of the Companies Act 2006 and are unaudited. The unaudited interim financial statements were approved by the Board of Directors on 8 June 2015.

The consolidated financial statements are prepared under the historical cost convention as modified to include the revaluation of financial instruments. The statutory accounts for the year ended 30 September 2014, which were prepared under IFRS, have been filed with the Registrar of Companies. These statutory accounts carried an unqualified Auditors' Report and did not contain a statement under either Section 498(2) or (3) of the Companies Act 2006.

   2.   Segmental reporting 

The Group is managed as two separate divisions, manufacturing and multi-channel retail. Substantially all revenue is generated within the UK.

 
                          Manufacturing                 Multi-channel retail                       Total 
                      Six        Six        Year        Six        Six        Year         Six         Six        Year 
                   months     months       Ended     months     months       Ended      months      months       Ended 
                 31/03/15   31/03/14    30/09/14   31/03/15   31/03/14    30/09/14    31/03/15    31/03/14    30/09/14 
                   GBP000     GBP000      GBP000     GBP000     GBP000      GBP000      GBP000      GBP000      GBP000 
                ---------  ---------  ----------  ---------  ---------  ----------  ----------  ----------  ---------- 
 Revenue            3,135      3,227       6,736      5,955      4,713       9,675       9,090       7,940      16,411 
                ---------  ---------  ----------  ---------  ---------  ----------  ----------  ----------  ---------- 
 
 Operating 
  profit 
  before 
  adjustments*        365        367         952      1,009        848       1,887       1,374       1,215       2,839 
                ---------  ---------  ----------  ---------  ---------  ----------  ----------  ----------  ---------- 
 Amortisation        (27)       (26)        (53)      (209)      (146)       (334)       (236)       (172)       (387) 
 Share-based 
  payment             (4)        (2)        (22)       (41)       (33)        (79)        (45)        (35)       (101) 
 Acquisition- 
  related 
  costs                 -          -           -       (87)      (157)       (303)        (87)       (157)       (303) 
                ---------  ---------  ----------  ---------  ---------  ----------  ----------  ----------  ---------- 
 Operating 
  profit              334        339         877        672        512       1,171       1,006         851       2,048 
                ---------  ---------  ----------  ---------  ---------  ---------- 
 Net finance 
  expense                                                                                (101)        (72)       (132) 
                                                                                    ----------  ----------  ---------- 
 
   Profit before tax; continuing operations                                                905         779       1,916 
                                                                                    ----------  ----------  ---------- 
 

* Adjustments to operating profit in respect of amortisation of acquisition-related intangibles, share-based payment charges and acquisition-related costs.

   3.    Acquisition 

On 5 December 2014 the Group acquired the entire issued ordinary share capital of Proteus Software Limited for a maximum aggregate consideration of GBP1.9 million. Cash consideration of GBP1.40 million was paid at completion with up to a further GBP500,000 payable by reference to the profitability of the business in the year ending on the anniversary of the acquisition date.

The business provides warehouse management solutions to businesses operating in the areas of third party logistics, warehouse management and supply chain distribution. The business complements the Group's existing operations in these areas, a major reason for the Group completing the acquisition. Following completion of the transaction, the Group controls 100% of the voting rights of Proteus Software Limited.

In the period from acquisition to 31 March 2015 the business contributed revenue of GBP866,000 and an operating profit of GBP47,000 before amortisation of acquisition-related intangibles and acquisition-related costs. Had Proteus Software Limited been owned from 1 October 2014 the results of the Group set out in the Income Statement would not have been materially different from those shown.

It is estimated that the acquisition had the following effect on the Group's assets and liabilities at the acquisition date:

 
                                           Pre-acquisition    Fair value     Recognised 
                                                  carrying    adjustment       value on 
                                                    amount                  acquisition 
                                                    GBP000        GBP000         GBP000 
 
 Property, plant and equipment                          32             -             32 
 IPR                                                   390           260            650 
 Other intangibles assets                                -           410            410 
 Stock                                                  42             -             42 
 Trade and other receivables                           692           (8)            684 
 Cash and cash equivalents                             452             -            452 
 Deferred income                                     (640)         (144)          (784) 
 Trade and other payables                            (370)         (394)          (764) 
 Deferred taxation                                       -         (192)          (192) 
                                          ----------------  ------------ 
 Net identifiable assets and 
  liabilities                                          598          (68)            530 
                                          ----------------  ------------ 
 Goodwill on acquisition                                                          1,135 
                                                                          ------------- 
                                                                                  1,665 
                                                                          ============= 
 
 Cash consideration paid at completion                                            1,400 
 Deferred contingent cash consideration                                             265 
                                                                          ------------- 
 Net consideration payable                                                        1,665 
                                                                          ============= 
 

Deferred contingent cash consideration is stated at the directors' estimate of the amount payable, based on trading forecasts of the acquired business. The directors have not discounted the deferred consideration as the full amount is payable within twelve months of the reporting date.

Goodwill arising on the acquisition is not tax deductible.

   4.    Earnings per share 
 
                                         Unaudited     Unaudited    Audited 
                                        six months    six months    year to 
                                       to 31/03/15   to 31/03/14   30/09/14 
                                            GBP000        GBP000     GBP000 
 
Earnings: 
Result for the year from continuing 
 operations                                    834           720      1,598 
Amortisation of acquisition-related 
 intangibles                                   236           172        387 
Share-based payment charges                     45            35        101 
Acquisition-related costs                       87           157        303 
Adjusted profit for the year from 
 continuing operations                       1,202         1,084      2,389 
                                      ============  ============  ========= 
 
 
Number of shares:                        Unaudited     Unaudited     Audited 
                                        six months    six months     year to 
                                       to 31/03/15   to 31/03/14    30/09/14 
                                               No.           No.         No. 
 
In issue at the start of the year       54,063,808    43,800,946  43,800,946 
Effect of shares issued in the year        152,155     6,830,766   8,057,990 
Weighted average number of shares 
 at year end                            54,215,963    50,631,712  51,858,936 
Effect of share options                  1,465,785     2,901,219   2,328,723 
Weighted average number of shares 
 (diluted)                              55,681,748    53,532,931  54,187,659 
                                      ============  ============  ========== 
 
 
Earnings per share:                                                      Audited 
                                             Unaudited      Unaudited    year to 
                                            six months     six months 
                                           to 31/03/15    to 31/03/14   30/09/14 
                                               (pence)        (pence)    (pence) 
 
  Total attributable to equity holders 
  of the parent undertaking: 
   Basic                                           1.5            1.4        3.1 
   Diluted                                         1.5            1.3        2.9 
                                         -------------  -------------  --------- 
 
 
Earnings per share, adjusted, from 
 continuing operations: 
   Basic                             2.2  2.1  4.6 
   Diluted                           2.2  2.0  4.4 
                                     ---  ---  --- 
 
   5.    Equity dividends paid 
 
                                      Unaudited      Unaudited     Audited 
                                     Six months     Six months     Year to 
                                    to 31/03/15    to 31/03/14    30/09/14 
                                         GBP000         GBP000      GBP000 
 Interim dividend                             -              -         432 
 Final dividend                             544            440         440 
                                  -------------  -------------  ---------- 
 Total dividend paid in period              544            440         872 
                                  -------------  -------------  ---------- 
 
   6.    Interim report 

The Group's interim report will be sent to the Company's shareholders. This report will also be available from the Company's registered office and on the Company's website www.sanderson.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR EAAKPEENSEAF

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