Interim Results
Sanderson Group PLC
26 April 2005
FOR IMMEDIATE RELEASE 26 APRIL 2005
SANDERSON GROUP PLC
Maiden Interim Results and Board Appointment
'Sanderson continues to deliver growth'
Sanderson Group plc ('Sanderson' or 'the Group), the software and IT services
business specialising in commercial markets in the UK and Ireland, announces
interim results for the period ended 31 March 2005. The Group provides software
and IT services to businesses with annual turnovers typically between £5million
and £250million.
Key Points
• Pro forma* turnover up 7% to £7.897million (2004:£7.395million)
• Pro forma* adjusted operating profit up 11% to £1.291 million
(2004: £1.166million)
• Pro forma* adjusted profit before tax up 11% to £1.236million
(2004: £1.111million)
• Cash Generation was strong with net cash flow from operating
activities since flotation at 96% of operating profit
• Statutory turnover for the period was £7.897million and loss
before tax was £1.001million.
• Maiden Interim Dividend of 1.1 pence per Ordinary 10p Share
Commenting on the results, Christopher Winn, Chairman, said:
'The Group continues to achieve above average organic growth in its markets,
with strong profitability and cash flow underpinning the overall result. Over
the last six months, the Group has been successful in gaining a number of new
clients as well as increasing the range of products and services which are
provided to existing clients.
We are pleased to be able to announce a maiden interim dividend and we believe
that the continued development of the business and the solid financial
performance to date, provide a strong platform for future growth and enhancement
of shareholder value'.
* Pro forma information shows the results for the Group as if it had been
trading in its current form for the full six month period.
Board Appointment
• New Finance Director, Adrian Frost, appointed with effect from
3 May 2005
Enquiries:
Christopher Winn, Executive Chairman Tel: 02476 555466
David O'Byrne, Managing Director Tel: 01709 787787
Sanderson Group plc
Paul Vann/Victoria Stephens - Binns & Co PR Limited
Tel: 020 7153 1482
CHAIRMAN'S STATEMENT
Introduction
We are pleased to report our first set of interim results since the admission of
the Company's shares to the AIM market on 16 December 2004.
Trading Results - Statutory
The statutory results to 31 March 2005 (Page 5), represent the trading of the
Group from 1 October 2004 to 16 December 2004, when the Group was a private
equity backed business and then from 16 December 2004 to 31 March 2005 when the
business became a public company. The comparative results for 2003-2004 reflect
the trading of the Group from its formation on 23 December 2003 up until 31
March 2004.
The results for the 26 weeks to 31 March 2005 show turnover of £7.897million and
operating profit, before amortisation, exceptional items, and LTIP charges of
£1.317million. Exceptional items in the period of £1.016million represent the
expenses and associated reorganisation costs incurred in relation to the
admission of Sanderson Group plc to AIM on 16 December 2004.
Trading Results - Pro forma
We have produced pro forma trading results for the six month period in order to
provide a more meaningful comparison of trading. The pro forma results show
trading as if the Group had been a public company for the full six month period.
Comparative pro forma information is provided for the first six months of the
previous financial year. The pro forma financial information shows the Group
reporting an increase of 7% in turnover and 11% in operating profit compared
with the six month period to 31 March 2004.
Pro forma six Pro forma six
months months
ended 31 ended 31
March 2005 March 2004
(unaudited) (unaudited)
£000 £000
Turnover 7,897 7,395
Cost of sales (1,744) (1,466)
----------- -----------
Gross profit 6,123 5,929
Administrative expenses (4,832) (4,763)
----------- -----------
Adjusted operating profit* 1,291 1,166
Interest payable (55) (55)
----------- -----------
Adjusted profit on ordinary activities before 1,236 1,111
taxation*
Taxation (370) (333)
----------- -----------
Adjusted profit on ordinary activities after 866 778
taxation* ----------- -----------
Adjusted earnings per share - basic 2.14p 1.92p
Adjusted earnings per share - diluted 1.92p 1.72p
* Before amortisation, exceptional items and LTIP charges.
(Also see Notes 1,2, and 3)
Balance Sheet
The balance sheet at 31 March 2005 shows net assets of £16.2million. Operating
cash flows since Admission equated to 96% of operating profit, an encouraging
figure in what is a low quarter for annual licence collections. Bank debt at 31
March 2005, net of cash balances, amounted to £1.1million. This compares to a
net bank debt position of £2.0million when the Company's shares were admitted to
the AIM market on 16 December 2004.
This strong balance sheet and low level of gearing leaves us well positioned to
pursue complementary and earnings enhancing acquisitions.
Dividends
The Board is keen to ensure that shareholders benefit from the trading
performance of the Group with a progressive dividend policy. An interim
dividend of 1.1 pence per ordinary share is being declared and this dividend
will be paid on 24 June 2005 to shareholders on the register at the close of
business on 6 May 2005.
Business Review
The Group has built up a large client base over the last 22 years and has, over
the last decade, adopted a revenue model based upon retaining and developing
clients by continuously offering new products (with associated technology) and
services which provide clients with a good return on investment (ROI).
Historically, more than 50% of turnover arises from recurring licence, support
and maintenance contracts, with a further 40% of turnover being derived from
additional products and services to existing clients. The balance of turnover
is derived from new customers.
Software Products
The Group's software products are designed to meet all the operational needs of
a broad range of businesses. Products cover functions common to all customers,
from sales and marketing through to finance, human resources, purchasing,
production, supply and distribution whilst also addressing specific requirements
such as ingredient handling and call centre operations. Sanderson owns and
develops the IPR to its software products and licences their use.
During the six month period to 31 March 2005, software sales accounted for 76%
of Group turnover, compared with 74% during the financial year ended 30
September 2004.
Consultancy Services
Customers who contract for a new or upgraded system also contract for
consultancy services. These cover the provision of experienced Sanderson
personnel who assist in the set-up, installation and implementation of the
software as well as the provision of general IT advice. Customers also make
annual payments for ongoing technical support and maintenance services. During
the six months to 31 March 2005, consultancy accounted for 24% of Group
turnover.
The turnover split by activity is illustrated below:
Markets
Sanderson continues to benefit from the modest growth in IT spend within its
target markets and independent research continues to forecast growth in
expenditure on enterprise applications of approximately 5% per annum for the
next three years.
Sanderson targets the following market sectors:
Manufacturing
This sector includes the engineering, plastics, electronics, furniture, printing
and automotive parts industries.
A number of new contracts were won during the period including Butler & Tanner,
Michelmersh Brick Holdings, and Promethean Technologies Group.
Manufacturing accounted for 40% of Group turnover in the six month period to 31
March 2005 and this compares with 38% in the same period last year.
Food & Process Industries
This sector includes customers in the food, cosmetics and pharmaceutical
industries. New contracts were gained with Food Partners, Memory Lane Cakes,
and Edward Billington.
Food & Process Industries accounted for 20% of Group turnover in the six month
period to 31 March 2005, unchanged from the same period last year.
Mail Order
The mail order market comprises both Business-to-Business and
Business-to-Consumer operations. New contracts were gained with Grattan, M&M
Sports, and Machine Mart.
Mail order accounted for 22% of Group turnover in the six month period to 31
March 2005 and this compared with 19% for the same period last year.
Wholesale Distribution
This sector includes customers involved in cash and carry, wines, catering
supplies and frozen food businesses. New contracts were gained with First
Choice, Management Wholesale and The Soft Drinks Company.
Wholesale Distribution accounted for 18% of Group turnover in the six month
period to 31 March 2005, and this compares with 23% for the same period last
year.
Business Model
The Group has a robust model reflecting the large client base which it has built
up over the last 22 years. During the period new customers accounted for 14% of
turnover compared with 5% for the same period last year:
Strategy
Our strategy is to continue to build on our leading market position as a
specialist provider of software and IT services by a combination of continuing
organic growth as well as pursuing selective acquisitions to enhance the size,
profitability and earnings of the Group. A small number of acquisition
opportunities are currently being developed and progressed.
Board Changes
We are pleased to announce the appointment of Mr Adrian David Frost, aged 37, as
Finance Director of Sanderson Group plc, with effect from 3 May 2005. Deborah
Wood is leaving the Group to spend more time with her young family and we would
like to thank her for her contribution as Finance Director of Sanderson Limited,
the Group's main subsidiary, and latterly, as Group Finance Director.
Adrian joined Sanderson in October 2000 and played a key role in both the
formation of the Group as well as the Sanderson flotation in December 2004.
Adrian is currently Finance Director of Talgentra Holdings Limited and its
subsidiaries, as well as being a director of Sanderson Support Limited. Past
directorships have included Sonarsend plc and its subsidiaries.
Staff
We would like to thank all our colleagues and staff for their commitment,
expertise, and continued dedication in working with our customers and partners
to successfully develop our business.
Outlook
The investment in improved sales and marketing capabilities is reflected in the
increased amount of new business and the strengthening sales prospect pipeline.
The progress made in enhancing and expanding our product range will also help to
generate further sales, both from existing customers as well as competing to win
new customers. In addition, we continue to seek suitable acquisitions in order
to accelerate earnings growth and to enhance the value of the Group.
We continue to develop our business model and are encouraged by the progress to
date. The Board anticipates a satisfactory outcome for the full year.
Christopher Winn
Chairman
26 April 2005
CONSOLIDATED PROFIT & LOSS ACCOUNT
for the period ended 31 March 2005
Notes 26 weeks to 14 weeks to 46 weeks to
31.03.05 31.03.04 30.09.04
(unaudited) (unaudited) (audited)
£000 £000 £000
Turnover 7,897 3,845 11,880
Cost of sales (1,774) (681) (2,236)
-------- -------- --------
Gross profit 6,123 3,164 9,644
Administration expenses (6,506) (2,709) (8,325)
-------- -------- --------
Operating profit before 1,317 763 2,204
amortisation, exceptional
items and LTIP charges
LTIP charges 2 (102) - -
Goodwill amortisation 3 (577) (308) (885)
Exceptional items 4 (1,016) - -
Operating (loss)/profit (378) 455 1,319
Interest on bank debt 5 (119) (92) (493)
Non-recurring interest 5 (504) (416) (1,229)
Interest payable (623) (508) (1,722)
Interest receivable - - 75
-------- -------- --------
Loss on ordinary activities
before taxation (1,001) (53) (328)
Taxation (15) - (100)
-------- -------- --------
Loss on ordinary activities (1,016) (53) (428)
after taxation
Dividends 6 (485) - -
-------- -------- --------
Retained loss for the (1,501) (53) (428)
financial period ======== ======== ========
Basic loss per share (pence) 7 (2.3p) (0.1p) (1.0p)
Fully diluted loss per share 7 (2.3p) (0.1p) (1.0p)
(pence)
CONSOLIDATED BALANCE SHEET
as at 31 March 2005
Notes 31.03.05 31.03.04 30.09.04
(unaudited) (unaudited) (audited)
£000 £000 £000
Fixed assets
Intangible assets 3 21,756 22,788 22,211
Tangible assets 879 952 930
--------- -------- ---------
22,635 23,740 23,141
Current assets
Stocks 103 103 103
Debtors 8 3,850 3,053 4,145
Cash at bank and in hand 526 1,516 1,784
--------- -------- ---------
4,479 4,672 6,032
Creditors: amounts falling 9 (8,710) (7,222) (9,523)
due within one year
--------- -------- ---------
Net current liabilities (4,231) (2,550) (3,491)
--------- -------- ---------
Total assets less current 18,404 21,190 19,650
liabilities
Creditors: amounts falling 10 (1,010) (19,461) (18,331)
due after more than one
year
Provisions for liabilities (1,208) (1,282) (1,247)
and charges --------- -------- ---------
Net assets 16,186 447 72
--------- -------- ---------
Capital and reserves 16,186 447 72
--------- -------- ---------
CONSOLIDATED CASH FLOW STATEMENT
for the period ended 31 March 2005
26 weeks to 14 weeks to 46 weeks to
31.03.05 31.03.04 30.09.04
(unaudited) (unaudited) (audited)
£000 £000 £000
Net cash inflow from operating 795 1,483 2,846
activities
Returns on investments and servicing (119) (92) (418)
of finance
Taxation - - -
Capital expenditure (54) (77) (146)
Acquisitions - 202 202
-------- -------- --------
Net cash inflow before financing 622 1,516 2,484
Movement in loans (3,675) - (700)
Issue of ordinary shares 5,795 - -
Repayment of loan notes (4,000) - -
-------- -------- --------
(Decrease)/increase in cash and cash (1,258) 1,516 1,784
equivalents in the period -------- -------- --------
Reconciliation of net cash inflow
from operating activities
Operating (loss)/profit (378) 456 1,319
Depreciation and amortisation 682 354 1,022
LTIP charges 102 - -
Increase in stocks - (8) (8)
Decrease in debtors 173 2,156 669
Increase in creditors 216 (1,475) (156)
-------- -------- --------
Net cash inflow from operating
activities 795 1,483 2,846
-------- -------- --------
Reconciliation of movement in
net debt
30.09.04 Cashflow Non-cash 31.03.05
changes
£000 £000 £000 £000
Cash at bank 1,784 (1,258) - 526
Debt due within one year (1,000) 340 - (660)
Debt due after more than one
year (19,560) 7,335 11,215 (1,010)
--------- --------- -------- ---------
(18,776) 6,417 11,215 (1,144)
--------- --------- --------- ---------
NOTES TO THE ACCOUNTS
1. The interim results for the periods ended 31 March 2005 and 31 March
2004 are unaudited and do not constitute statutory accounts within the meaning
of s.240 of the Companies Act 1985. They comply with relevant accounting
standards and have been prepared on a consistent basis using the accounting
policies set out in the 2004 statutory accounts. The comparative figures for
the financial period ended 30 September 2004 are not the company's statutory
accounts for that financial year. Those accounts have been reported on by the
company's auditors and delivered to the registrar of companies. The report of
the auditors was unqualified and did not contain a statement under section 237
(2) or (3) of the Companies Act 1985.
2. LTIP charges represent the amount chargeable to the profit and loss
account in the period in respect of the Long Term Incentive Plan, which was put
into place at the time of the Admission. An assumption has been made that all
awards under the Plan will vest at the end of the three year performance period.
3. The goodwill arose on the acquisition of Sanderson Group plc from
Sonarsend plc, the previous parent company, on 23 December 2003. A number of
provisional fair value adjustments have been made in arising at this number.
These will be reassessed as at 30 September 2005. Goodwill is being written-off
over twenty years.
4. Exceptional items represent the expenses and associated preparation
reorganisation costs incurred in relation to the admission of Sanderson Group
plc to AIM on 16 December 2004.
5. Interest comprises:
Period to Period to Period to
31.03.05 31.03.04 30.09.04
(unaudited) (unaudited) (audited)
£000 £000 £000
Unsecured loan note interest 329 416 1,229
Write-off of facility fees 175 - -
--------- --------- ---------
Total non-recurring interest 504 416 1229
Bank loan interest 119 92 493
--------- --------- ---------
Total interest payable 623 508 1,722
--------- --------- ---------
The unsecured loan notes were repaid following the Admission.
6. Dividends for the period ended 31 March 2005 total £485,000 and
represent a proposed interim dividend of 1.1 pence per ordinary share. It is
proposed that the interim dividend will be payable on 24 June 2005 to all
shareholders on the register at the close of business on 6 May 2005.
7. Actual loss per share is calculated as follows:
Period to Period to Period to
31.03.05 31.03.04 30.09.04
(unaudited) (unaudited) (audited)
£000 £000 £000
Loss after taxation (1,016) (53) (428)
--------- --------- ---------
Weighted average number of shares in
issue
Basic 44,229,846 36,940,299 44,479,495
Dilutive LTIP 990,045 - -
Other dilutive option arrangements 1,751,728 - -
----------- ---------- ----------
Diluted 46,971,619 36,940,299 44,479,495
----------- ---------- ----------
8. Analysis of debtors
31.03.05 31.03.04 30.09.04
(unaudited) (unaudited) (audited)
£000 £000 £000
Trade debtors 3,279 2,491 3,695
Accrued income and prepayments 571 562 450
--------- --------- ---------
3,850 3,053 4,145
--------- --------- ---------
9. Analysis of creditors due within one year
31.03.05 31.03.04 30.09.04
(unaudited) (unaudited) (audited)
£000 £000 £000
Bank loans 660 700 1,000
Trade creditors 990 485 484
Corporation tax 115 - 100
Other taxes and social security 752 598 686
Other creditors 399 652 1,229
Proposed dividend 485 - -
Accruals and deferred income 5,309 4,787 6,024
--------- --------- ---------
8,710 7,222 9,523
--------- --------- ---------
10. Analysis of creditors due after more than one year
31.03.05 31.03.04 30.09.04
(unaudited) (unaudited) (audited)
£000 £000 £000
Bank loans 1,010 5,300 4,170
Unsecured loan notes - 14,161 14,161
--------- --------- ---------
1,010 19,461 18,331
--------- --------- ---------
NOTES ON THE PRO FORMA (UNAUDITED) RESULTS
1. The pro forma results for the six months ended 31 March 2005 comprise
the actual results of the Sanderson Group for the period, on the basis of
current accounting policies, before LTIP charges, goodwill amortisation and
exceptional items, which are charged in the statutory results, and on the basis
of plc costs having been incurred for the full six months, notional interest
calculated as if the current debt level of £1.67million had been in place for
the whole period and at an assumed tax rate of 30%.
2. The pro forma results for the six months ended 31 March 2004 comprise
the actual results of the Sanderson Group for the period, on the basis of
current accounting policies before LTIP charges, goodwill amortisation and
exceptional items, which are charged in the statutory results, and on the basis
of notional plc costs, notional interest calculated as if the current debt level
of £1.67million had been in place for the whole period and at an assumed tax
rate of 30%.
3. Adjusted earnings per share on a pro forma basis have also been included
as the Directors consider that this figure is helpful for a better understanding
of the underlying business. It has been assumed that 40,438,482 (basic) and
45,210,222 (diluted) ordinary shares were in issue during both pro forma
periods.
INDEPENDENT REVIEW REPORT BY KPMG AUDIT PLC TO SANDERSON GROUP PLC
Introduction
We have been engaged by the Company to review the financial information set out
below and we have read the other information contained in the interim report and
considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
The report is made solely to the company in accordance with the terms of our
engagement. Our review has been undertaken so that we might state to the
Company those matters we are required to state to it in this report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company for our review work, or
for the conclusions we have reached.
Director's responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors.
Review work performed
We conducted our review having regard to the guidance contained in Bulletin 1999
/4: Review of the interim financial information issued by the Auditing
Practices Board for use in the United Kingdom. A review consists principally of
making enquiries of group management and applying analytical procedures to the
financial information and underlying financial data and, based thereon assessing
whether the accounting policies and presentation have been consistently applied
unless otherwise disclosed. A review is substantially less in scope than an
audit performed in accordance with Auditing Standards and therefore provides a
lower level of assurance than an audit. Accordingly we do not express an audit
opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the twenty-six
weeks ended 31st March 2005.
KPMG Audit Plc
Chartered Accountants
Leeds
26 April 2005
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