2018
Delivering
our vision of
strategic growth
Scientific Digital Imaging plc
Annual Report and Accounts
Scientific Digital Imaging plc (“SDI”) designs
and manufactures analytical technology products
for use in applications including:
Astronomy
Consumer
Manufacturing
Life Sciences
Art Conservation
Thermal Control
Healthcare
Contents
Strategic report
01 Financial highlights
02 Group overview
Financial statements
25 Report of the Independent Auditor
32 Consolidated income statement
04 – Chairman’s statement
32 Consolidated statement of comprehensive income
06 – Chief Executive’s operating report
33 Consolidated balance sheet
16 – Strategic report
34 Consolidated statement of cash flows
Governance
18 Board of Directors
19 Group Executive
20 Report of the Directors
21 Corporate governance statement
23 Directors’ remuneration report
24 Directors’ responsibilities
35 Consolidated statement of changes in equity
36 Notes to the consolidated financial statements
62 Company balance sheet
63 Company statement of changes in equity
64 Notes to the company financial statements
72 Five-year summary
IBC Shareholder information
Strategic report
Financial highlights
● Revenue increased by 35% to £14.5m (2017: £10.7m)
● Revenue growth driven by organic and acquisitions;
organic revenue growth delivered by Sentek and Atik Cameras
with growth from acquisitions delivered by Astles Control Systems
and Applied Thermal Control
● Gross margin increased to 65.8% (2017: 64.3%)
● Adjusted profit before tax* increased by £991,000 to £2,300,000
(2017: £1,309,000)
● Profit before tax increased by £810,000 to £1,713,000
(2017: £903,000)
Profit before tax
90% Basic earnings
55%
per share
Group revenue
Gross profit
35%
38%
Annual Report and Accounts 2018
01
Strategic report
Our aim
Group overview
Our Vision – to develop
our existing technologies
and to grow through
strategic acquisitions.
SynOPtICS
Syngene
Synbiosis
Synoptics
Health
AtIK
CAMERAS
Quantum
Scientific
Imaging
Acquired
February 2018
Opus
Instruments
SEntEK
AStlES
COntROl
SyStEMS
APPlIEd
tHERMAl
COntROl
Acquired
August 2017
SEntEK
The Uk’s largest independent
producer of electrochemical,
pH and conductivity sensors
for water-based applications.
AStlES COntROl
SyStEMS
Astles Control Systems is a
supplier of chemical dosing
and control systems to different
manufacturing industries
including manufacturers of
beverage cans, engineering
and motor components, white
goods, architectural aluminium
and steel.
APPlIEd tHERMAl
COntROl
Applied Thermal Control
(“ATC”), the largest acquisition
made by the SDI Group
during the financial year,
designs and manufactures
precision re-circulating chillers,
coolers and heat exchangers
used to control the thermal
environment within life science
and analytical system.
SynOPtICS
Principal focus is on the
application of digital
imaging technology.
Offered through 3 brands:
Syngene
Produces advanced systems for
documentation and analysis of
gels for the molecular biologist.
Synbiosis
Provides equipment to the
microbiologist to automate the
process of microbial colony
counting and zone sizing.
Synoptics Health
manufactures ProReveal, a
test to detect residual proteins
on surgical instruments using
fluorescence.
AtIK CAMERAS
Designs and manufactures
highly sensitive cameras. These
are marketed for life science
and industrial applications under
its Atik Camera brand.
Opus Instruments
Atik Cameras (under the Opus
Instruments brand) designs and
manufactures cameras for art
conservation and restoration.
Quantum Scientific
Imaging
Quantum Scientific Imaging
(“QSI”) designs and manufactures
a range of high performance
cameras that have applications in
astronomy, life sciences and flat
panel inspection.
Our aim
…and how we achieve it.
Together, we are helping
to advance medical and
scientific knowledge,
increasing the technical
capabilities of industry and
ultimately, improving the
standard of living.
With science and industry
sourcing globally for best-
in-class niche products and
with strong UK scientific and
engineering capabilities, SDI
is well placed to continue its
current trajectory of growth
and profitability.
Purpose
Horizons
Acquiring companies
that complement the
capabilities within the
Group promotes organic
growth. It provides the
opportunity to explore
new challenges and
markets within the fast
evolving science and
technology sectors.
Synergy
Identify
Invest
Create
Build
Unlock the potential
of the companies we
invest in, enabling them
to consolidate their
technical capabilities
and helping them grow
in adjacent markets and
geographical areas.
Seek out potential
investment opportunities
that will add value to our
business and fall within
our current business
development strategy.
We’re investing in people,
not just companies, the
brightest minds who like
to make things better,
faster, smaller, more
efficient and reliable.
The companies within the
Group are at the forefront of
scientific and technological
innovation, addressing key
challenges within their own
niche markets.
02
Scientific Digital Imaging plc
Annual Report and Accounts 2018
03
Strategic report
Our aim
Chairman’s statement
oVerVieW
I have great pleasure to announce a record set of results. Revenue advanced
from £10.7m in 2017 to £14.5m and generated operating profits of £1.8m.
This compares with £1.0m in 2017 on an equivalent basis. The growth in
revenues and profitability was through both organic growth and acquisitions.
During the year to 30 april 2018, Scientific Digital imaging
plc (“SDi”) acquired one new business, Applied Thermal
Control (“aTC”), a UK manufacturer of precision chillers,
for £1.1m, as well as the assets and technology of Quantum
Scientific Imaging (“QSi”), a US-based manufacturer of
high performance cameras for $0.3m. These profitable
businesses produce complementary technologies to
those of existing businesses in the SDi Group and offer
both sales growth and intra-company revenues.
ATC is developing a new environmentally-friendly product
which can be used in automated systems alongside our
Sentek single-use electrodes and offers an opportunity for
cross-promotional marketing. Becoming part of the SDI
group has allowed ATC access to new distributors and
Original Equipment Manufacturers who are evaluating
their products.
QSI was a smaller acquisition. Their technology, which
is now being manufactured at Atik Camera’s Lisbon site,
provides the Atik camera range with a higher specification
camera for astronomy and life science applications and
completes its imaging portfolio.
These new acquisitions will help ensure the SDI Group
achieves sustainable growth and profitability in the coming
year. We are continuing with our successful buy and
build strategy and have identified several other potential
acquisitions with technologies which will complement the
capabilities of our existing activities.
Board
The Board has been strengthened in 2018 with the
addition of David Tilston as a Non-Executive Director and
Jon Abell as Chief Financial Officer. I would like to thank
Dr Ann Simon for her service as Non-Executive Director
until September 2017.
Financial results
Revenue for the year ended 30 April 2018 was £14.5m
(2017: £10.7m). This has resulted in an operating profit
for the year of £1.8m. The Group gross margin is above
the previous year and the additional profit has come
04
Scientific Digital Imaging plc
Ken ForD
Chairman
26 July 2018
from several SDI brands and the inclusion of a one-off
retrospective licencing payment for the sale of Auto-
Montage imaging software in Synoptics’ sales, as previously
disclosed in the interim results. Basic earnings per share
were 1.81p (2017: 1.17p) and diluted earnings per share
were 1.74p (2017: 1.14p).
Approximately 31% of the revenue growth arose organically
with approximately 69% accounted for by acquisitions. The
organic growth was delivered by Sentek and Atik Cameras
with the growth from acquisitions delivered by Astles
Control Systems and Applied Thermal Control.
Acquisitions and investments
During the year SDI has seen strong growth with our 2017
acquisition, Astles Control Systems (ACS) contributing high
levels of profitability in its first full year of trading as part of
the Group.
In the financial year to the end of April 2018, SDI
successfully added ATC and QSI to the Group. The
acquisitions have increased our in-house imaging
capabilities and added another manufacturing site with
complementary technology to our portfolio, and
introduced new customers to the SDI group. ATC and QSI
have not yet contributed a full year’s revenue in 2018 as the
businesses were only acquired in August 2017 and January
2018 respectively, but SDI expects these new acquisitions
will enhance the earnings of the group in their first full
trading year in 2018-19. SDI will continue to evaluate new
technology businesses, with the intention of acquiring at
least one additional company by the close of calendar 2018.
“We are investing in
companies at the
forefront of scientific
and technological
innovation”
Divisional percentage
of Group turnover
Applied
thermAl
Control
6%
Astles
Control
systems
15.7%
20.6%
Atik / opus
24.4%
sentek
synoptiCs
33.3%
SDI also continues to invest in staff and facilities, as well
as research and development to maintain SDI’s technical
expertise and production capacity. During the year we
have continued to invest in research and development
across the group, and are expanding capacity at Sentek
through the recruitment of staff and the leasing of
additional floor space.
Bank finance
During the year we refinanced our bank debt with a new
£3m committed facility provided by HSBC Bank plc.
This facility has a more flexible covenant package than
the previous facility and has an accordion option which
enables it to be extended to £5m with HSBC Bank plc’s
consent. The Company also has an option to extend the
maturity of the facility by a maximum of an extra two years.
Dividend
The Board has decided not to declare a dividend for
2017-18 but will keep this matter under review.
Staff
On behalf of the Board, I would like to thank all our staff
for their dedication and to ensuring that our products
are delivered to budget, as well as meet our distributors,
OEM and direct customers’ technical expectations.
The Board views the coming financial year with
continued confidence.
Current trading and outlook
All parts of the Group have contributed to improved
profitability this year, with Atik Cameras and Sentek
being the major drivers of organic growth. Atik Cameras
significantly exceeded its operating targets, driven mainly
by repeat sales of a high specification camera to a major
life science OEM (Original Equipment Manufacturer)
customer. The imager range that uses this camera is now
in full production and is selling well globally. The addition
of QSI’s technology to Atik Cameras offers the opportunity
to market very high specification cameras into the life
science sector. Atik Cameras expects the addition of new
QSI cameras alongside the Atik ranges will ensure OEM
sales continue to be strong throughout 2018/19.
Sentek also exceeded its targets mainly due to expansion
of the OEM business, where major life science and
healthcare firms have repeat forward orders to purchase
single-use or limited life sensors for use in automated
systems. This type of sensor business is therefore providing
a continuous, sustainable revenue stream for Sentek and is
expected to continue in the coming years.
The positive contribution of Atik Cameras and Sentek
via their global OEM business, as well as direct sales of
Synoptics and ACS products are expected to drive growth
and profitability in 2018-19. To maintain and develop its
portfolio, SDI will continue its proven strategy of organic
and acquisitive growth.
The Board is confident that the SDI Group will continue to
deliver profitable growth through increased revenue and
new acquisitions in 2018-19.
Annual Report and Accounts 2018
05
Strategic report
Chief Executive’s operating report
SDI designs and manufactures scientific products for use in applications
including life sciences, healthcare, astronomy and art conservation, through
its Synoptics Divisions (Syngene, Synbiosis and Synoptics Health) and its Atik
brands (Atik Cameras, Opus Instruments and Quantum Scientific Imaging
(QSI)). SDI also develops and manufactures precision chillers at ATC and
electrochemical sensors through Sentek, as well as chemical dosing and
control equipment, which uses these sensors via Astles.
During the year, SDI redesigned and launched a new
website, making it easier for investors to navigate and
understand our main business areas and which
market segment they supply, as well as how each of
the divisions complement each other.
The following paragraphs describe developments at
SDI’s brands:
mIKe CreeDOn
CHIef exeCUTIve OffICeR
26 July 2018
ATIK CAMERAS
Atik Cameras designs and manufactures highly sensitive
cameras. These are marketed for life science and industrial
applications under its Atik Camera brand. In 2018, SDI
acquired assets and technology from QSI to enable Atik
Cameras to supply a very high specification camera, which
will be available by Q4 2018. Several firms have expressed
an interest in assessing the camera to produce the world’s
first 12Mp DNA and protein image analyser.
Integrating QSI’s complementary imaging technology into
the Atik Camera portfolio will ensure economies of scale in
terms of overheads and development costs in the future.
Atik Cameras continued to increase penetration of its
CCD cameras into life science applications this year,
with a significant increase coming from high OEM sales
volumes of a bespoke CCD camera to one of the world’s
leading life science companies. Sales of cameras to OEM
customers, including intra-group sales to SDI’s Synoptics
brands accounted for around 75 percent of turnover
this financial year and Atik Cameras expects this trend to
continue in 2018-19.
In its amateur astronomy market, Atik Cameras introduced
its new Atik Horizon camera, the first Atik camera to use
CMOS (Complementary Metal-Oxide-Semiconductor)
sensors instead of CCDs. CMOS sensors are less expensive
than CCD-based sensors and the Atik Horizon is a
competitively priced, yet sensitive, high megapixel camera.
using this camera offers the opportunity to increase
margin without compromising on image quality, and as
well as being used by astronomers, this technology is
being assessed by life science companies for use in their
mid-range imaging systems.
To complete its portfolio in the astronomy market, Atik
Cameras introduced the EFW3 Filter Wheel, an electronic
filter wheel for large format cameras which will fit directly
onto its high-resolution astrophotography camera, the Atik
16200 which was launched in 2017.
To service demand in the uS amateur astronomer market,
Atik Cameras has appointed a new distributor. Atik Cameras
has recruited additional software design staff at its site in
Lisbon to keep pace with new product development and
manufacturing and will stay in its larger premises there for
the foreseeable future.
www.atik-cameras.com
INTRODuCING THE NEW
HOrIZOn CAmerA, ATIk’S
FIRST CAMERA TO uSE CMOS
SENSORS INSTEAD OF CCDs
ATIK CAMERAS
Our aim
CASE STudy
ATIK CAmerAS DeSIGnS AnD mAnUFACTUreS A WIDe
rAnGe oF CAmerAS From enTry level To ThoSe
USeD In proFeSSIonAl obServATorIeS. even enTry
level CAmerAS Are CApAble oF STAGGerInG reSUlTS.
In AprIl 2017, SerGIo KAmInSKy poSTeD A pICTUre
(ShoWn rIGhT), TAKen WITh A moDeST Atik 414ex
cAmerA, oF TWo GAlAxIeS neAr The bIG DIpper
ConSTellATIon. ThIS pArT oF The SKy IS oUTSIDe
oF The plAne oF oUr GAlAxy, So The SKy In ThIS
AreA IS DArK WITh relATIvely FeW ForeGroUnD
STArS. SerGIo’S pICTUre pICKS Up The WISpS oF The
InTeGrATeD FlUx nebUlA, WhICh IS DUST oUTSIDe
The boDy oF oUr GAlAxy AnD lIT Up by The lIGhT
From The STArS In The mIlKy WAy. ThIS IS AT The
lImIT oF WhAT’S poSSIble To obServe WITh
AmATeUr eqUIpmenT.
414ex
COOleD CCD
CAmerA
06
Scientific Digital Imaging plc
Annual Report and Accounts 2018
Annual Report and Accounts 2018
07
07
Strategic report: Chief executive’s operating report COnTInUeD
OPuS InSTRuMEnTS
CASE STudy
The OPUS APOllO cAmerA IS The neW
STAnDArD In InFrAreD reFleCToGrAphy AnD
USeS An InTernAl SCAnnInG meChAnISm To
proDUCe hIGh-qUAlITy, hIGh-reSolUTIon
InFrAreD reFleCToGrAmS WITh An
UnpArAlleleD level oF ClArITy AnD DeTAIl.
IT WAS USeD In FoUlDen ChUrCh, AT The
reqUeST oF Dr lUCy WrApSon From The
hAmIlTon Kerr InSTITUTe. She IS CUrrenTly
STUDyInG AnD reSTorInG meDIevAl rooD
SCreen pAnelS In The norFolK AreA, WhICh
hAS The hIGheST ConCenTrATIon oF TheSe
TypeS oF ArTWorKS In enGlAnD.
We CApTUreD InFrAreD reFleCToGrAmS oF
eIGhT oF The pAnelS ThAT hAve been pAInTeD
over To looK lIKe orDInAry WooD pAnelS,
reveAlInG The hIDDen TreASUreS beneATh.
Opus Instruments
befORe
Atik Cameras (under the Opus Instruments brand) designs
and manufactures cameras for art conservation and
restoration. In 2018 we developed and launched the
Opus Apollo Infrared Reflectography camera. This new
high-resolution camera generates up to 26mP images
and has a higher dynamic range, providing superior image
quality. This higher specification version of Opus’ world-
leading Osiris Infrared Reflectography camera, developed
in collaboration with the national Gallery is in high
demand with existing Osiris camera users. Two Apollo
cameras have already been sold to major US art galleries,
and there are forward orders for additional cameras.
www.opusinstruments.com
AfTeR
OPUS APOllO InfRAReD
RefleCTOlOGy CAmeRA
Our aim
THe HORSeHeAD nebUlA AnD THe flAme nebUlA – ImAGe by STefAn mUCHenHUbeR, USInG A QSI CAmeRA
Quantum Scientific
Imaging
Quantum Scientific Imaging (“QSI”) designs and
manufactures a range of high performance cameras that
have applications in astronomy, life sciences and flat panel
inspection. In 2018, SDI acquired the assets, stock, designs
and trademarks of QSI and shipped them from the firm’s
manufacturing site in Mississippi, uSA, to Atik Cameras
manufacturing facility in Lisbon, Portugal. QSI cameras
are now in production there, while QSI customers can
now access service and support from Atik Cameras
headquarters in Norwich.
Atik Cameras plans to continue supplying QSI cameras to
QSI’s OEM customers for use in life science and flat panel
inspection systems as well as direct sales into the amateur
astronomy and art conservation markets. SDI expects QSI
to be earnings enhancing for the Group in 2018-19.
www.qsimaging.com
QSI CAMERAS ExCEL AT
A vARIETy OF SCIENTIFIC
IMAGING APPLICATIONS
FROM CHEMILuMINESCENCE
AND SPECTROSCOPy
TO MATERIAL ANALySIS,
INTERFEROMETRy AND
LASER-ILLuMINATED
CONDENSATE STuDIES
08
Scientific Digital Imaging plc
Annual Report and Accounts 2018
09
Strategic report: Chief executive’s operating report COnTInUeD
APPLIEd THERMAL COnTROL
CASE STudy
loUGhboroUGh UnIverSITy hAve InveSTeD £25m In
InFrASTrUCTUre For The SCIenCe AnD enGIneerInG
DepArTmenTS InClUDInG £17m In A neW 3,500m2
STem lAb (SCIenCe, TeChnoloGy, enGIneerInG
AnD mAnUFACTUrInG), CenTrAlISInG WorlD-ClASS
TeAChInG AnD reSeArCh FACIlITIeS.
We Were CommISSIoneD To InSTAll ChIllerS For
5 xrD (x-rAy DIFFrACTIon) ToolS InTo The neW
phySICS AnD ChemISTry DepArTmenT, WhICh Are
CUrrenTly UnDerGoInG mAjor reFUrbIShmenT.
ThIS WAS The FIrST InSTAllATIon oF ITS Type For
US – pArT oF oUr STrATeGy To reFoCUS ATTenTIon
onTo The enD USer mArKeT by oFFerInG on-SITe
InSTAllATIon, ServICInG AnD mAInTenAnCe.
FIrST oF mAny – on The bACK oF ThIS SUCCeSS, We
Are noW WorKInG on SImIlAr projeCTS For oTher
UnIverSITIeS AnD CommerCIAl orGAnISATIonS.
APPLIEd THERMAL
COnTROL
Applied Thermal Control (“ATC”), the largest acquisition
made by the SDI Group during the financial year,
designs and manufactures precision re-circulating
chillers, coolers and heat exchangers used to control the
thermal environment within life science and analytical
systems. Applications for the products including electron
microscopes, x-ray diffraction, mass spectrometers and
bioprocess automation.
During the period, SDI invested in ATC to strengthen its
in-house engineering and equipment servicing team. This
has enabled ATC to develop a range of new chiller systems
which will be available from autumn 2018. These chillers
comply with new Eu regulations that come into force
from 2022 and prohibit the sale of equipment containing
fluorinated greenhouse gas. The new range will work in
bioprocessing automation and is being tested by one of
the world’s largest suppliers to that growing market, a
market also served by Sentek.
Images courtesy of loughborough University
ATC has not yet returned a full year’s revenue as the
company was only acquired in August 2017. Since ATC
technology is a complementary fit to many of the known
brands and products in the SDI Group, this has given uS
dealers, life science OEMs and major uS research institutes
the confidence to evaluate and stock ATC’s chiller
technology. SDI believes this interest from the uS market,
coupled with the launch of ATC’s new environmentally-
friendly products should allow ATC to be earnings
enhancing for the Group in the new financial year.
www.app-therm.com
ASTLES COnTROL
SySTEMS
Astles Control Systems (“ACS”) is a supplier of chemical
dosing and control systems to different manufacturing
industries including manufacturers of beverage cans,
engineering and motor components, white goods,
architectural aluminium and steel. The company supplies
equipment with an average product life of ten years, as
well as repeat business consumables.
Since ACS utilises many of Sentek’s electrochemical
sensors in its product range, this has meant ACS has also
contributed to intra-group revenues.
During the year, ACS introduced its new PC500 toroidal
conductivity sensor for use in its chemical dosing and
control systems and this is beginning to sell well world-
wide. To ensure product development and custom
products continue in line with demand, ACS has
increased its staffing level by ten percent to strengthen
its in-house engineering team.
The Board believes that ACS will continue to increase
SDI’s revenue utilising its current premises and expects
ACS to maintain growth and intra-company revenues in
the next trading year.
www.astles.co.uk
Full year of
sales and profits
PC500 CHemICAl
COnTrOl SySTem
Analyser
Dosing pump
Process
Probe
10
Scientific Digital Imaging plc
Annual Report and Accounts 2018
11
Strategic report: Chief executive’s operating report COnTInUeD
direct sales
to laboratories
account for
25%
of sales
revenue
Major driver
to SdI’s
organic growth
SEnTEK
Sentek manufactures and markets off-the-shelf and
custom-made electrochemical sensors for water based
applications. These sensors are used in laboratory analysis,
in food, beverage and personal care manufacture, as
well as the leisure industry. Sentek’s electrodes are either
single/limited use or have a working life of only six - twelve
months, and must be replaced regularly, providing a repeat
business revenue model for the SDI Group.
Sentek had another good year especially with OEM
business. During the period, Sentek signed a five-year
exclusive contract to supply a large healthcare company
with sensors for its blood gas analysers. These sensors are
limited use, being used two to three times before disposal
providing a repeat revenue stream. Sentek also signed a
five-year contract with a major life science company to
supply single-use sensors. These are utillised in disposable
bioreactors by pharmaceutical and biotech companies
for drug development. The firm using the Sentek sensors
has seen significant uptake of their bioprocess automation
globally, which has led to growth in sensor sales. Both
OEM contracts are providing Sentek with continuous
forward orders for 2018-19.
Sales of sensors to the laboratory sector directly and via its
dealer network, account for 25 percent of Sentek’s sales
revenue. During the period, Sentek’s on-line marketing
strategies to make new and existing customers aware of
its sensor portfolio attracted new distributors. This has
resulted in Sentek working with a new French distributor
and increasing sales of titration sensors in France. Sentek
will continue with its on-line marketing campaign in the
next financial year.
Sentek has increased staffing levels by ten percent this
year and has strengthened in-house analytical chemistry
expertise to maintain product quality and application
support. It has also taken an opportunity to expand the
facility from September 2018. Sentek is continuing to
evaluate new types of glass for sensors, which will
adhere to Eu directives and expects to have fully-tested
products ready to meet the 2021-22 deadline within the
next two years.
SDI believes the combination of Sentek’s OEM business
and direct sales via distributors will provide an on-going
profitable revenue stream for the next financial year.
www.sentek.co.uk
SynOPTICS
Synoptics designs and manufactures scientific
instruments based on digital imaging, for the life
science research, microbiology and healthcare
markets. In terms of sales turnover, Synoptics
remains the largest of the SDI companies and its
divisions offer products brands including nuGenius,
G:BOX, ProtoCOL 3, Protos and ProReveal, each
targeting a different sector of these markets.
Synoptics improved efficiency in the period due to
consolidation of product ranges, and also received
a one-off licencing payment for Auto-Montage
software from a major microscope manufacturer.
SynOPTICS divisions
Synoptics
health
Synbiosis
£4.9m
contribution
to 2017/18
Group
turnover
Syngene
Syngene
In 2017, Syngene, which develops and manufactures
systems and software for analysing gels and blots assessed
its product portfolio and discontinued six low profit-margin
product lines. The remaining more focused product
range has been re-engineered using more cost-effective
designs and components. The new ranges, which were
launched in Q1 2018, have been rebranded and colour
coded, with red systems being the affordable imagers and
blue systems as the high specification image analysers.
This rebranding has been supported with a new website
and marketing materials, making it simpler for Syngene
distributors to market and support these imagers.
This rebranding is proving successful and in the new
look ranges, the NuGenius, entry level imager is selling
well in Europe and Asia-pacific regions, while the G:BOx
mini high-specification, small footprint image analyser
is popular in the uS market. Supplying a smaller range
of competitively priced imaging systems is allowing
economies of scale with component purchasing and
reduced build costs. The Division is also contributing to
intra-Group revenues as it is using Atik cameras in its mid
and high-end imagers.
To keep pace with imaging developments, Syngene is now
evaluating new light sources, lens and high-specification
CCD cameras for integration into its range in 2019.
www.sygene.com
G:BOx mInI
IMAGE ANALySER
12
Scientific Digital Imaging plc
Annual Report and Accounts 2018
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Strategic report: Chief executive’s operating report COnTInUeD
SynOPTICS HEALTH
CASE STudy
noTTInGhAm UnIverSITy hoSpITAlS nhS TrUST,
hAS one oF The UK’S lArGeST STerIle ServICeS
DepArTmenTS (SSD). They Are USInG The hIGhly
SenSITIve Proreveal in situ FlUoreSCenCe TeST
To qUAnTIFy hoW mUCh proTeIn remAInS on
SUrGICAl InSTrUmenTS AFTer They hAve been
DeConTAmInATeD.
“
ProReveal is great technology and is easy to use as it
guides us step by step. the best thing about having a
ProReveal is that if there are process issues we don’t
have to rely on subjective judgement calls as we have
traceable, quantitative data to assure us that the
surgical instruments we’re sending back to be used
on patients are safe and fit for purpose.
AlISOn Gee STeRIle SeRvICeS AnD STOReS mAnAGeR
”
Synbiosis
Synbiosis provides automated and manual systems for
microbiological testing in food, water, pharmaceutical
and clinical applications. In 2018, the Division introduced
the ProtoCOL 3 HD, automated colony counting and
zone measurement system. This system includes
a sensitive new camera which can generate high
definition images of colonies and inhibition zones. The
new ProtoCOL 3 HD and existing ProtoCOL 3 systems
are selling well globally to major pharmaceutical
companies where they continue to be the gold standard
for testing human and veterinary antibiotics and
vaccines via automated colony counts and inhibition
zone measurement.
Since pharmaceutical firms need to automate and
standardise their microbiology applications, Synbiosis
is working with an automation company to produce a
fully integrated automated plate feed for the ProtoCOL 3
systems. Synbiosis will launch this new automated plate
feeder by Q4 2018 and expects to see uptake of this
product by existing and new ProtoCOL 3 users in 2019.
Synbiosis expects its new and existing automation for
antimicrobial resistance and vaccine testing will continue
to drive profitable growth in the next financial year.
www.synbiosis.com
ProtoCOl 3 – AuTOMATED
COLONy COuNTING & zONE
MEASuREMENT SySTEM
Synoptics Health
Synoptics Health manufactures and supplies ProReveal,
a highly sensitive fluorescence-based patented protein
detection test to check for residual protein on surgical
instruments after they have been through a washer
disinfector. The ProReveal conforms to BS EN ISO 15883-1
and is the only commercial test currently available
that complies with uk Department of Health (DoH)
guidelines (https://www.gov.uk/government/publications/
management-and-decontamination-of-surgical-
instruments-used-in-acute-care) for preventing iatrogenic
variant Creutzfeldt-Jakob disease (vCJD) infection. These
state that protein levels on a surgical instrument should
be measured directly on the surface rather than by
swabbing or other commonly used methods. All NHS
England hospitals received a letter from the DoH stating
that instruments likely to be in contact with high risk
neurological tissue, were expected to move to in situ
protein detection methodologies by July 2017.
The new DoH guideline, has resulted in targeting ProReveal
to major teaching hospitals specialising in neurosurgery
and orthopaedics in England, Wales and Northern Ireland.
This includes a sale to Nottingham university Hospitals
NHS Trust, one of the uk’s largest NHS run Sterile Services
Departments (SSDs), where the test is now in regular use.
The test is also in use at and has also been endorsed in
an article from the university Hospitals Coventry and
Warwickshire (uHCW) NHS Trust, published in the well-
respected publication, the Clinical Services Journal
https://www.clinicalservicesjournal.com/story/26036/
implementing-an-in-situ-test-to-detect-residual-proteins-
on-surgical-instruments. There is now a group of
committed ProReveal Product Champions in the NHS that
have set up a user group to promote the technology and
its application. Synoptics Health believes this will further
encourage uptake of ProReveal by the NHS.
ProReveal is now also considered by the decontamination
industry to be the gold standard test for detecting proteins
on surgical instruments, resulting in ProReveal being
purchased by sonic cleaning systems’ manufacturers
and decontamination service companies to validate their
cleaning processes.
The increasing numbers of ProReveal tests in regular use
during the period has resulted in a continuous revenue
stream from associated consumables, as the test requires a
spray to detect proteins.
www.synopticshealth.com
The SDI Group now has a range of brands, technologies,
production facilities and sales channels covering diverse
technology sectors and geographical markets, ensuring
our portfolio is profitable and with the opportunity
for continued organic growth and related-market
acquisition activity. The outlook for SDI in the next
financial year continues to be positive.
14
Scientific Digital Imaging plc
Annual Report and Accounts 2018
15
Strategic report
Strategic report
Principal activity and business review
The Scientific Digital Imaging Plc
Group (SDI) designs and manufactures
scientific and technology products
for use in applications including life
sciences, healthcare, astronomy,
consumer manufacturing and art
conservation.
The Board intends to pursue a strategy
of acquiring related companies, as
well as seeking to generate organic
growth. The Board believes there are
many businesses operating within
the market, a number of which have
not achieved critical mass, and that
this presents an ideal opportunity for
consolidation. This strategy will be
primarily focused within Europe but,
where opportunities exist, acquisitions
in the united States and elsewhere will
also be considered. In previous years
we have acquired Atik Cameras, Opus
Instruments, Sentek and Astles Control
Systems. This acquisition strategy
continued through the financial
year ended 30 April 2018 with two
acquisitions completed during the
year, Applied Thermal Control and
Quantum Scientific Imaging.
The Chairman’s Statement and Chief
Executive’s operating report, which
appear on pages 04 to 15, give an
overview of the performance of the
Group during the year and likely
future developments.
Key Performance Indicators
The key financial performance
indicators (kPI’s) used to monitor the
business include the order pipeline,
revenue, gross profit, operating profit,
cash and earnings per share. The
kPI’s are reviewed on a monthly basis
against budget by the Directors and
management in respect of changes
within periods and changes between
reporting periods.
The non-financial key performance
indicators are monitoring cost
and timelines for research and
development projects compared to
project management targets.
16
Scientific Digital Imaging plc
Group Summary
Group revenue for the year is £14.5m
(2017: £10.7m)
Finance Costs and Income
Net financing expense was £63k
(2017: £61k).
Gross profit increased to £9.5m (2017:
£6.9m) with increased gross margin at
65.8% (2017: 64.5%).
Operating profit for the year was
£1,776k (2017: £964k), and £2,069k
(2017: £1,218k) before reorganisation
costs, acquisition costs and share
based payments.
Financing expense was £63k
(2017: £61k).
Investment in r&D
Total research and development in the
current year was £856k, representing
5.9% of Group sales (2017: £781k
representing 7.3% of Group sales).
under IFRS we are required to
capitalise certain development
expenditure and in the year ended
30 April 2018 £606k (2017: £630k)
of cost was capitalised and added to
the balance sheet. This expenditure
represents the Group’s investment
in new product development. The
amortisation charge for 2018 was
£528k (2017: £404k). The carrying
value of the capitalised development
at 30 April 2018 was £1,186k (2017:
£1,108k) to be amortised between
3 -5 years.
reorganisation Costs
The Board carries out a thorough
review of the operations and structures
of the Group which gave rise to £63k
(2017: £87k) of costs from the review
and reorganisation incurred in 2018.
Acquisition and Fundraising Costs
£165k of costs relate to the acquisition
of Astles Control Systems, Applied
Thermal Control and Quantum
Scientific. In 2017 the Group also
incurred £165k of costs relating to the
acquisition of Astles Control Systems.
earnings per Share
Basic earnings per share for Group
was 1.81p (2017: 1.17p) and diluted
earnings per share for the Group was
1.74p (2017: 1.14p).
Taxation
Taxation for the year was £98k
(2017: £75k) arising through
improved profitability.
Cash Flow
During the year the Group generated
cash from operating activities of
£2,579k (2017: £1,326k) and reported a
cash balance of £2.01m (2017: £2.35m)
at the year end. Net cash (cash less
debt) including deferred consideration
to be paid shortly in relation to the
recent Applied Thermal Control
acquisition stood at £435k (2017:
net cash £212k).
Principal risks and uncertainties
The following represent, in the opinion
of the Board, the principal risks of the
business. It is not a complete list of all
the risks and the priority, impact and
likelihood of the risks may change
over time.
Dependence on key distributors
Failure to effectively manage our
distributors of products could damage
customer confidence and adversely
affect our revenues and profits.
In order to mitigate this risk the Group
has a team dedicated to maintaining
close relationships with our distributors.
Competition
Competition from direct competitors
or third party technologies could impact
upon our market share and pricing.
In order to mitigate this risk the Group
continues to invest in researching its
markets and continues to offer new
products in response to changing
customer preferences. In addition
the Group invests in research
and development to maintain its
competitive advantage.
Currency translation
The results for the Group’s overseas
businesses are translated into Pounds
Sterling at the average exchange rates
for the relevant year. The balance
sheets of overseas businesses are
translated into Pounds Sterling at the
relevant exchange rate at the year
end. Exchange gains or losses from
translating these items from one year
to the next are recorded in other
comprehensive income.
As with the majority of international
companies, the Group’s uk and
overseas businesses purchase
goods and services, and sell some
of their products, in non-functional
currencies. Where possible, the Group
nets such exposures or keeps this
exposure to a minimum. The Group’s
principal exposure is to uS Dollar and
Euro currency fluctuations.
brexit
The Group manufactures its products
in the uk and in Portugal, and sells
worldwide. The impending exit of the
uk from the European union may
cause some initial disruption to goods
movements, may increase barriers
to trade between the uk and the Eu,
and may impact the investment plans
of some of our customers. There
are likely also to be macroeconomic
developments impacting exchange
rates, interest rates, GDP growth
and government spending levels.
The Group has operating flexibility
to mitigate some of the potential
effects, but is exposed to economic
downturns within the markets in
which it operates,
A review of the Group’s exposure to
credit risk, liquidity and currency risk
is provided in Note 25.
Going concern
The Group’s business activities,
together with the factors likely
to affect its future development,
performance and position are set
out within this Strategic report. The
financial position of the Group, its
cash flows, and liquidity position
are provided in the financial
statements on pages 32-35.
In addition, notes to the financial
statements include the Group’s
objectives, policies and processes for
managing its capital; its financial risk
management objectives; details of
its financial instruments and hedging
activities; and its exposures to credit
risk and liquidity risk. The Board has
prepared forecasts for the period to
31 December 2019. These reflect the
sales projections for new products
coming on stream as a result of the
Group’s research and development
activity and continued cost
management. The Group meets its
cash flow and borrowing requirements
through an invoice discounting facility
which is a 12 month rolling contract
and a bank loan as detailed in note 19.
The Board’s forecasts indicate that the
Group will continue to trade within its
existing facilities with scope to further
manage its cost base if necessary.
The Board is confident that continued
focus on research and development,
new product development and sales
& marketing will deliver growth. The
Board considers that the Group will
have adequate cash resources within
its existing facilities to continue to trade
for the foreseeable future and therefore
continue to adopt the going concern
basis of accounting in preparing the
annual financial statements.
Acquisition strategy
The Board plans to make acquisitions
of businesses if the targets fit
appropriately into the Group by
strengthening our product range
and existing technologies, offering
new and attractive routes to market,
high performance and motivated
management and a proven track
record, and if the targets are available
at a fair price.
The successful implementation of
our acquisition strategy depends
on our ability to identify targets, in
completing the transactions, to achieve
an acceptable rate of return, and to
successfully integrate the business in a
timely manner post acquisition.
Five-year summary
Group revenue (£m)
14.5
10.7
8.5
7.0
7.0
14
15
16
17
18
Gross profit (£m)
9.5
6.9
5.2
4.0
4.1
14
15
16
17
18
Operating profit (£’000)
1,776
964
536
59
1
14
15
16
17
18
Summary
The Strategic report, which
incorporates the Chairman’s
Statement, Chief Executive’s operating
report and Strategic report was
approved by the Board of Directors,
and signed on its behalf by
mIKe CreeDon
CHIEF ExECuTIvE OFFICER
26 July 2018
Annual Report and Accounts 2018
17
Governance
Board of Directors
Group Executive
KEN FORD
ChAIRMAN
MIKE CREEDON
ChIEF ExECuTIvE OFFICER
JON ABELL
ChIEF FINANCIAl OFFICER
Ken joined the Board in 2010. he was
previously Chief Executive of Teather &
Greenwood, the investment bank, and
brings over 36 years of City experience
to the Company, including a strong
understanding of shareholder value,
strategic planning and corporate
transactions. his previous roles include
Aberdeen Asset Management, Morgan
Grenfell and Wedd Durlacher. Ken
is currently Chairman of AIM-listed
Gear4music, and is a Fellow of the
Chartered Securities Institute.
Mike joined the Board in 2010. A Chartered
Certified Accountant with an MBA from
henley Management College, Mike
brings to SDI considerable experience of
working within quoted companies and
technology businesses, and fundraising,
mergers and acquisitions. In particular,
he has recent experience of AIM-listed
technology companies.
Jon joined the Board in July 2018 and
has over 35 years of business experience.
Prior to joining SDI he was Divisional vP
of Finance, Electronic Instruments Group
at Ametek, Inc. where his principle duties
include performance management,
M&A, business controls and accounting
for several scientific and industrial
instrument businesses.
Previous Finance Director posts include
Ninth Floor plc and Ideal Shopping
Direct plc.
Jon started his career as a financial analyst
and then management accountant
for various industrial companies in the
uK and Italy, before undertaking his
MBA at Columbia Business School. he
subsequently went on to senior financial
management roles in Germany, the
Netherlands, uSA and uK including at
Philips Electronics and Broadcom Inc.
KATY GEORGE
DIRECTOR
SYNOPTICS
CLARE HOUGH
DIRECTOR
SYNOPTICS
STEVE CHAMBERS
DIRECTOR
ATIK CAMERAS
PAUL COOK
DIRECTOR
SENTEK
KEN PETRIE
DIRECTOR
SENTEK
ROBERT PONIATOWSKI
DIRECTOR
APPLIED THERMAL CONTROL
ISABEL NAPPER
NON-ExECuTIvE DIRECTOR
DAVID TILSTON
NON-ExECuTIvE DIRECTOR
Isabel joined the Board in February
2017 and has more than 25 years’
experience in advising clients in the
technology and healthcare/life science
areas, both public and private sector,
leading on business development and
managing regulatory issues, governance
risk and strategic change. Isabel was
previously a Partner at the law firm Mills
& Reeve where she acted as legal
adviser and company secretary to a
number of boards.
David joined the Board in July 2017 and
has over 30 years’ experience in finance
functions within public companies. Most
recently, David held the role of Interim
Group CFO at the lSE Main Market listed
company Northgate plc. Prior to that,
David held senior finance roles at Consort
Medical plc, Innovia Group, Mouchel
Group plc, Findel plc, SABMiller plc and
SThree plc.
PETER ASTLES
MANAGING DIRECTOR
ASTLES CONTROL SYSTEMS
HAL STEPHENSON
DIRECTOR
ASTLES CONTROL SYSTEMS
18
Scientific Digital Imaging plc
Annual Report and Accounts 2018
19
Governance
Report of the directors
Corporate governance statement
Group results
The Group profit for the year after taxation amounted to
£1,615k (2017: £828k) and has been transferred to reserves.
As at 30 April 2018 the Company had 89,633,424 (2017:
88,864,194) ordinary shares in issue with a nominal value
of 1p each.
The Board does not recommend the payment of a dividend.
Directors
The Directors who served during the period are set out below.
e K Ford I m j Creedon I I napper I Dr A Simon
(resigned 27 September 2017) I D Tilston (appointed 26
July 2017) I j Abell was appointed to the Board after the
year end.
The interests of the Directors and their families in the share
capital of the Company are shown in the Remuneration
report on page 23.
The appointment and replacement of Directors of the
Company is governed by its Articles of Association and the
Companies Act 2006. The Articles of Association may be
amended by special resolution of the shareholders.
The Company must have a minimum of two Directors
holding office at all times. There is no maximum number
of Directors. The Company may by ordinary resolution,
appoint any person to be a Director. The Board may
appoint a person who is willing to act as Director, either
to fill a vacancy or as an addition to the Board. A Director
appointed in this way may hold office only until the
dissolution of the next Annual General Meeting unless he
or she is reappointed during the meeting.
Power of Directors
The Directors are responsible for the management of the
business of the Company and may exercise all powers of the
Company subject to applicable legislation and regulation and
the Memorandum and Articles of Association.
At the Annual General Meeting held on 25 September 2017,
the Directors were given the power to:
● Arrange for the Company to purchase its own shares in
the market up to a limit of 15% of its issued share capital;
● Allot ordinary shares up to an aggregate nominal value
of £296,000. Issue equity securities for cash, otherwise
than to existing shareholders in proportion to their
existing shareholdings, up to an aggregate nominal
value of £44,432.
Similar powers will form part of the resolutions to be put to
the forthcoming AGM to be held on 25 September 2018.
Structure of share capital
As at 30 April 2018 the Company’s authorised share capital
of £10,000,000 comprised 1,000,000,000 ordinary shares
of 1p each.
Financial risk management objectives and policies
Financial risk management objectives and policies are discussed
in Note 25 ‘Financial risk management objectives and policies’.
employee involvement
During the year, the policy of providing employees
with information about the Group has been continued
through regular meetings which are held between local
management and employees to allow a free flow of
information and ideas.
The Group gives and fair consideration to applications
for employment from disabled persons where the
requirements full of the job can be adequately fulfilled by
a handicapped or disabled person. Employees who
become disabled are provided, where practicable,
with continuing employment under normal terms and
conditions and are provided with training and career
development where appropriate.
Health and safety policies
The Group is committed to conducting its business in a
manner which ensures high standards of health and safety
for its employees, visitors and general public. It complies
with all applicable and regulatory requirements.
Substantial shareholdings
As at 30 April 2018 the following shareholders had each
notified the Company that they held an interest of 3% or
more, in the Company’s ordinary share capital.
business Growth Fund
octopus Investments
miton Asset management
berenberg Wealth and
Asset management
Canaccord Genuity Group
number of
ordinary shares
Percentage of
share capital
10,769,231
7,706,430
5,089,930
4,658,873
4,081,834
12.01%
8.60%
5.68%
5.20%
4.55%
Auditor
A resolution to re-appoint Grant Thornton uk LLP as
auditors for the ensuing year will be proposed at the
Annual General Meeting in accordance with section 489
of the Companies Act 2006.
On behalf of the Board
mIKe CreeDon
CHIEF ExECuTIvE OFFICER
26 July 2018
The Board remains committed to maintaining high
standards of corporate governance throughout the Group.
The Board is accountable to the Company’s shareholders
for good corporate governance. This statement describes
how the principles of corporate governance are applied to
the Company.
The workings of the Board and its committees
SDI does not comply with the uk Corporate Governance
Code but has reported on the Company’s Corporate
Governance arrangements drawing upon best practice
available, including those aspects of the uk Corporate
Governance Code which the Board considers to
be relevant to the Company. The Board will address
requirements to formally adopt a governance code in
advance of the requirement to do so.
The Board
The Board comprises the Chairman, one Executive Director
(two from 2 July 2018) and two Non-Executive Directors.
The Non-Executive Directors are considered to be
independent, provide a solid foundation for good corporate
governance for the Group, and ensure that no individual or
group dominates the Board’s decision making process.
The Non-Executive Directors are independent of
management. Each Non-Executive Director continues to
demonstrate that they have sufficient time to devote to
the Company’s business.
The Non-Executive Directors constructively challenge
and assist in developing the strategy of the Group using
their experience and knowledge of acquisition targets
and fundraising. They scrutinise the performance of
management against the Group’s objectives and also
monitor the reporting of performance. The Board is
provided with regular and timely information on the
financial performance of the Group as a whole, together
with reports on trading matters, markets and other
relevant matters.
There are clearly defined roles for the Chairman and Chief
Executive. The Chairman is responsible for leadership
of the Board, ensuring effectiveness of the Board in all
aspects, conducting Board meetings and the effective and
timely communication of information to shareholders. The
Chairman is able to provide advice, counsel and support to
the Chief Executive. The Chief Executive has direct charge
of the Group’s day-to-day activities and sets the operating
plans and budgets required to deliver the agreed strategy.
The Chief Executive is also responsible for ensuring that
the Group has in place appropriate risk management and
control mechanisms.
The Board is collectively responsible for the performance
of the Group and is responsible to shareholders for proper
management of the Group. A statement of Directors’
responsibilities is given on page 24 and a statement on
going concern is given on page 17.
The Board has a formal schedule of matters specifically
reserved to it for decisions including the approval of annual
and interim results and recommendation of dividends,
approval of annual budgets, approval of larger capital
expenditure and investment proposals, review of the
overall system of internal control and risk management
and review of corporate governance arrangements. Other
responsibilities are delegated to the Board Committees,
being the Audit and Remuneration committees, which
operate within clearly defined terms of reference, and
which report back to the Board.
Relevant papers are distributed to members in advance
of Board and Committee meetings. Directors’ knowledge
and understanding of the Group is enhanced by visits to
the operations and by receiving presentations by senior
management on the results and strategies of the business
units. Directors may take independent professional advice
on any matter at the Company’s expense if they deem it
necessary in order to carry out their responsibilities. The
Company has secured appropriate insurance cover for
Directors and Officers.
Board Committees
The following committees deal with specific aspects of
the Group’s affairs.
remuneration Committee
Details of the Remuneration Committee can be found in
the Directors’ remuneration report on page 23.
Audit Committee
The Audit Committee, which is chaired by D Tilston and
has I Napper and k Ford as members, meets not less than
twice annually and more frequently if required.
The Board considers that each member of the Audit
Committee has recent and relevant financial experience
and an understanding of accounting and financial issues
relevant to the industries in which Scientific Digital Imaging
operates. The Committee provides a forum for reporting
by the Group’s external auditors. Meetings are also
attended by executives at the invitation of the Committee.
20
Scientific Digital Imaging plc
Annual Report and Accounts 2018
21
Governance
Corporate governance statement COnTInUeD
directors‘ remumeration report
Audit Committee (COnTInUeD)
The Audit Committee is responsible for reviewing a
wide range of matters including the half year and annual
accounts before their submission to the Board, and
monitoring the controls which are in force to ensure
integrity of the information reported to shareholders.
The Audit Committee makes recommendations to the
Board on the appointment and responsibilities of external
auditors and on their remuneration both for audit and
non-audit work, and discusses the nature, scope and
results of the audit with external auditors.
The Committee is also responsible for monitoring the
cost effectiveness, independence and objectivity of Grant
Thornton uk LLP, the external auditor, and agreeing the
level of remuneration and extent of non-audit services.
Audit independence
The Board and Audit Committee place great emphasis
on the objectivity of the Group’s auditors, Grant Thornton
uk LLP. Audit Committee meetings are attended by
the auditors to ensure full communication of matters
relating to the audit and the Audit Committee meets with
the auditors without the executives present to discuss,
amongst other matters, the adequacy of controls and any
material judgement areas.
Internal control
The Board has overall responsibility for establishing and
maintaining the Group’s system of internal control and for
reviewing its effectiveness. The Directors have reviewed the
effectiveness of the system of internal controls in operation.
The role of the Group’s management is to implement the
Board policies on risk and control. Internal control systems
are designed to meet the particular needs of the business
concerned and the risks to which it is exposed and by their
nature can provide reasonable but not absolute assurance
against material misstatement or loss.
The key procedures, which the Directors have
established to review and confirm the effectiveness of
the system of internal control, include the following:
● mAnAGemenT STrUCTUre
The Board has overall responsibility for the Group
and there is a formal schedule of matters specifically
reserved for decision by the Board. The Chief
Executive has been given responsibility for specific
aspects of the Group’s affairs. The Chief Executive
also meets regularly with the Managing Directors and
management teams of the subsidiary businesses.
● qUAlITy AnD InTeGrITy oF perSonnel
The integrity and competence of personnel is ensured
through high recruitment standards and subsequent
training. High quality personnel are seen as an
essential part of the control environment.
● FInAnCIAl InFormATIon
There is a comprehensive budgeting and forecasting
system. Each year the Board approves the annual
budget. key risk areas are identified and reported to
the Board. Performance is monitored on a monthly
basis against budget and the prior year and relevant
actions identified.
The Board receives and reviews monthly management
accounts together with full year forecasts which are
updated quarterly. Performance against forecast and
budget is closely monitored.
The Chief Executive prepares a monthly report for the
Board on key developments, performance and issues
in the businesses.
● AUDIT CommITTee
The Audit Committee monitors, through reports
to it by the external auditors, the controls which
are in force and any perceived gaps in the control
environment. The Audit Committee also considers
and determines relevant action in respect of any
control issues raised by these reports.
remuneration Committee
The Remuneration Committee is chaired by I Napper.
D Tilston and k Ford are also members of the Committee.
In determining the remuneration packages, the
Remuneration Committee may seek the view of the
other Board members. The Committee consults with the
Chief Executive on matters relating to the performance
and remuneration of other senior executives within the
Group. The Chief Executive was present for part of the
Remuneration Committee meetings, but not when his
own remuneration was discussed.
Statement about basis of preparation
SDI has produced this report to comply with AIM rule 19.
remuneration policy
The objective of the remuneration policy is to provide
packages for executives that are designed to attract, retain
and motivate people of high quality and experience.
The remuneration package for the Chief Executive
and senior executives consists of an annual salary,
short-term incentive scheme, pension arrangements,
and health benefits.
The Committee believes that the base salary and
benefits for executives should represent a fair return
for employment but that the maximum total potential
remuneration may only be achieved in circumstances
where the executive has met challenging objectives
that contribute to the Group’s overall profitability and
performance. Performance-related elements, being the
quarterly performance related pay, form a significant
proportion of the remuneration of the executives aligning
their interests with those of the shareholders and providing
incentives for performance. A significant proportion of the
executive’s total package is therefore required to be at risk.
Basic salary and benefits
The basic salaries of the Chief Executive and senior
executives are reviewed annually and take effect from
1 May each year. The basic salary is determined by
reference to relevant market data and the individual’s
experience, responsibilities and performance. Benefits
principally comprise pension arrangements, life insurance,
permanent health insurance, private healthcare and in
some cases a company car.
Directors’ remuneration and pension entitlements
The remuneration of the Directors is set out below:
Salary
/Fees
£’000
Taxable
Benefits
£’000
Bonus
£’000
Pension
£’000
2018
Total
£’000
2017
Total
£’000
K e Ford
m Creedon
I napper
A Simon
j Gibbs
D Tilston
43
128
24
10
-
19
225
-
40
-
-
-
-
40
-
1
-
-
-
-
1
-
6
-
-
-
-
6
43
175
24
10
-
19
271
30
147
4
20
20
-
221
Directors’ beneficial interests
Directors’ beneficial interests in shares in the Company are
set out below:
K Ford
m Creedon
D Tilston
2018
number
2017
number
1,350,000
146,924
70,000
1,250,000
146,924
-
None of the Directors had or has an interest in any material
contract relating to the business of the Company or any of
its subsidiary undertakings.
Directors’ beneficial interests in share options in the
Company are set out below:
K e Ford
m Creedon
I napper
D Tilston
2018
number
500,000
1,385,000
250,000
250,000
2017
number
-
385,000
-
-
Service contracts
The service contract with M Creedon dated 25 April 2010
includes a notice period of six months if given by either party.
The non-executive Directors’ service contracts include a
notice period of three months if given by either party.
remuneration policy for non-executive Directors
Fees for the Non-Executive Directors are determined by
the Board as a whole. The Non-Executive Directors do not
participate in the Company’s performance related pay
scheme, and are not eligible for pension scheme
membership.
22
Scientific Digital Imaging plc
Annual Report and Accounts 2018
23
Governance
Financial statements
director’s responsibilities
Report of the Independent Auditor
The Directors confirm that:
● so far as each Director is aware there is no relevant
audit information of which the Company’s auditor is
unaware; and
● the Directors have taken all steps that they ought to
have taken as Directors in order to make themselves
aware of any relevant audit information and to establish
that the Company’s auditor is aware of that information.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Group’s website. Legislation in the
united kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
By order of the Board
Ken ForD
CHAIRMAN
26 July 2018
mIKe CreeDon
CHIEF ExECuTIvE OFFICER
26 July 2018
Directors’ responsibilities
The Directors are responsible for preparing the Strategic
Report and Annual Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. under that law
the Directors have to prepare consolidated financial
statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European
union and have elected to prepare separate parent
company financial statements in accordance with united
kingdom Generally Accepted Accounting Practice (united
kingdom Accounting Standards and applicable laws,
including FRS101 Reduced Disclosure Framework). under
company law the Directors must not approve the financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and the
Company and the profit or loss of the company and
the Group for that period. In preparing these financial
statements, the Directors are required to:
● select suitable accounting policies and then apply
them consistently
● make judgements and accounting estimates that are
reasonable and prudent
● state whether applicable IFRSs and uk Accounting
Standards have been followed, subject to any material
departures disclosed and explained in the Group and
parent company financial statements respectively
● prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Independent
auditor’s report to
the members of
Scientific Digital
Imaging Plc
opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of Scientific Digital Imaging Plc (the
‘parent company’) and its subsidiaries (the ‘Group’) for the year ended 30 April 2018
which comprise the Consolidated Income Statement, Consolidated Statement of
Comprehensive Income, Consolidated balance Sheet, Consolidated Statement
of Cash flows, Consolidated Statement of Changes in equity, Company balance
Sheet, Company Statement of Changes in equity and notes to the financial
statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and International financial Reporting Standards (IfRSs)
as adopted by the european Union. The financial reporting framework that has been
applied in the preparation of the parent company financial statements is applicable
law and United Kingdom Accounting Standards, including financial Reporting
Standard 101 ‘Reduced Disclosures framework’ (United Kingdom Generally
Accepted Accounting Practice).
In our opinion:
● the financial statements give a true and fair view of the state of the Group’s and
of the Parent company’s affairs as at 30 April 2018 and of the Group’s profit for
the year then ended;
● the Group financial statements have been properly prepared in accordance with
IfRSs as adopted by the european Union;
● the Parent company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting Practice; and
● the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (uk) (ISAs (uk) and applicable law.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are
independent of the Group and the parent company in
accordance with the ethical requirements that are relevant
to our audit of the financial statements in the uk, including
the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Who we are reporting to
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to them
in an auditor’s 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
and the company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Conclusions relating to Going Concern
We have nothing to report in respect of the following
matters in relation to which the ISAs (uk) require us to
report to you where:
● the directors’ use of the going concern basis of
accounting in the preparation of the financial
statements is not appropriate; or
● the directors have not disclosed in the financial
statements any identified material uncertainties that
may cast significant doubt about the Group’s or the
parent company’s ability to continue to adopt the
going concern basis of accounting for a period of at
least twelve months from the date when the financial
statements are authorised for issue.
24
Scientific Digital Imaging plc
Annual Report and Accounts 2018
25
Financial statements
Report of the Independent Auditor COnTInUeD
overview of our audit approach
● Overall materiality: £96,000, which represents 5% of the group’s profit before
taxation before reorganisation costs;
● We performed full scope procedures at Scientific Digital Imaging Plc, Synoptics
limited, Synoptics Inc, Atik Cameras limited, Sentek limited, Astles Control
Systems limited and Applied Thermal Control limited; targeted procedures
on Perseu Comercio De equipamento Para Informatica e Astronomica SA;
analytical procedures were performed for all other components; and
● Key audit matters were identified as
● improper recognition of revenue due to fraud;
● the capitalisation of intangible development
costs may not be appropriate; and
● impairment of the carrying value of capitalised development costs.
Key audit matters
The graph below depicts the audit risks identified and their relative significance based on the extent of the financial
statement impact and the extent of management judgement.
Carrying value of
capitalised development
costs and goodwill may
not be appropriate
Management
override of controls
high
potential
financial
statement
impact
validity
of trade
receivables
low
Inventory
quantities
are not valid
Improper recognition
of revenue
due to fraud
Capitalisation
of intangible
development costs
Completeness
of payables
Goodwill
on business
acquisitions
Inventory
values are
not valid
low
extent of management judgement
high
key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Key audit matter – GrOUP
How the matter was addressed in the audit – GrOUP
Improper recognition of revenue due to fraud
under International Standard on Auditing (uk) 240 ‘The
Auditor’s Responsibilities Relating to Fraud in an Audit of
Financial Statements’, there is a rebuttable presumed
risk that revenue may be misstated due to the improper
recognition of revenue due to fraud.
The Group has recognised revenues of £14.5m (2017:
£10.7m) in the year, which is comprised of revenues
from sales of goods, contract income and services. The
nature of the Group’s revenue involves the processing
of numerous transactions, with each stream possessing
different revenue recognition criteria.
As the Group’s revenue is material to the financial
statements, comprises various streams and is subject to
different recognition policies, the presumed risk of
improper recognition of revenue due to fraud has been
identified as a significant risk, which was one of the
most significant assessed risks of material misstatement.
our audit work included, but was not restricted to:
● assessing whether revenue recognition policies are
compliant with relevant accounting standards and
checking consistency with prior year;
● analytical procedures over revenue to identify and
analyse key movements and significant transactions
which have occurred in the year;
● obtaining explanations and corroborating evidence
for key movements and significant transactions
identified;
● testing a sample of revenue transactions in respect
of sale of goods and agreeing them to signed
contracts or shipping documentation to vouch that
income has been appropriately recognised;
● testing a sample of revenue transactions in respect
of contract income for services by obtaining
purchase orders and supporting documentation,
recalculating the revenue recognised, and verifying
the appropriateness of any deferred or accrued
income at year end; and
● agreeing a sample of transactions around the year
end to supporting documentation to ensure cut off
has been correctly applied.
The Group’s accounting policy on revenue recognition
is disclosed in note 3 to the financial statements and
related disclosures are included in note 5.
Key observations
our testing did not identify any material
misstatements in the revenue recognised during
the year or any instances of revenue not being
recognised in accordance with stated accounting
policies and IFrSs.
26
Scientific Digital Imaging plc
Annual Report and Accounts 2018
27
Financial statements
Report of the Independent Auditor COnTInUeD
Key audit matter – GrOUP
How the matter was addressed in the audit – GrOUP
Our application of materiality
Carrying value of capitalised development costs and goodwill may not be appropriate
The carrying value of goodwill on acquisitions at the
year end amounted to £5.4m (2017: £4.9m).
The net book value of capitalised development costs at
the year end amounted to £1.2m (2017: £1.1m),
including amortisation charged in the year on
capitalised development costs of £0.57m (2017:
£0.40m). These costs are amortised by the Group to
ensure the capitalised cost reflects the anticipated
benefit of the development project to the Group over
time. In accordance with IAS 36, ‘Impairment of Assets’,
an annual review is required to assess whether there is
any indication that assets may be impaired.
Due to the financial performance of the Group,
impairment reviews have been performed by
management to determine whether the carrying
value of each of both development costs and
goodwill is appropriate.
The impairment reviews of development costs are
based on identifiable assets for which future revenues
and gross margins can be assigned to calculate a value
in use based on a discounted cash flow model.
The impairment reviews of goodwill are based on
forecasting cash flows relating to cash generating units
using a discounted cash flow model.
Due to the inherent uncertainty and key assumptions
involved in forecasting and discounting future cash
flows, we therefore identified the carrying value of
capitalised development costs and goodwill as not
appropriate a significant risk, which was one of the
most significant assessed risks of material misstatement.
our audit work included, but was not restricted to:
● ensuring the amortisation policy relating to
capitalised development costs was consistent with
prior year and assessing the adequacy of the useful
economic life;
● comparing the carrying value of each of the
development projects and goodwill against the
net present value calculations, produced by
management, based on
future cash flows;
● checking the mathematical accuracy of the
impairment models for capitalised development
costs and goodwill;
● testing the accuracy of management’s forecasting
by comparing the 2018 budgeted sales and gross
profit to the results achieved for the year;
● challenging management on the basis of key
assumptions used within the forecasts;
● performing sensitivity analysis of cash flow inputs
including the discount rate applied; and
● discussing and corroborating the ongoing
viability of development projects with relevant
Group personnel.
The Group’s accounting policy on intangible assets
is disclosed in note 3 to the financial statements and
related disclosures are included in note 10.
Key observations
our testing did not identify any material
misstatements in the revenue recognised during
the year or any instances of revenue not being
recognised in accordance with stated accounting
policies and IFrSs.
We did not identify any Key Audit matters relating to the audit of the financial statements of the parent company.
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in
determining the nature, timing and extent of our audit work and in evaluating the results of that work.
materiality was determined as follows:
materiality measure
GrOUP
PArenT
Financial statements as a whole
£96,000 which is 5% of estimated
profit before tax and reorganisation
costs. This benchmark is considered
the most appropriate because the
net trading result is a key measure
used by management in assessing
the performance of the business.
£27,000 which is 5% of estimated
loss before tax. This benchmark is
considered the most appropriate
because it is consistent with the
rest of the Group and net trading
result is a key measure used by
management.
Materiality for the current year is
higher than the level that we
determined for the year ended
30 April 2017 to reflect the
increased trading following growth
in the Group.
Materiality for the current year is
equal to the level that we
determined for the year ended
30 April 2017.
performance materiality used to
drive the extent of our testing
75% of financial statement
materiality.
75% of financial statement
materiality.
Specific materiality
Communication of misstatements
to the audit committee
We also determine a lower level of
specific materiality for directors'
remuneration and related party
transactions due to the inherent
sensitivity of these transactions and
related disclosures.
We also determine a lower level of
specific materiality for directors'
remuneration and related party
transactions due to the inherent
sensitivity of these transactions and
related disclosures.
£4,800 and misstatements
below that threshold that, in our
view, warrant reporting on
qualitative grounds.
£1,350 and misstatements
below that threshold that, in our
view, warrant reporting on
qualitative grounds.
The graph below illustrates how performance materiality interacts with our overall materiality and the tolerance for
potential uncorrected misstatements.
Tolerance for potential
uncorrected mistatements
25%
25%
75%
oVERAll
mATERIAlITy
GROUP
performance materiality
oVERAll
mATERIAlITy
PARENT
75%
28
Scientific Digital Imaging plc
Annual Report and Accounts 2018
29
Financial statements
Report of the Independent Auditor COnTInUeD
An overview of the scope of our audit
Our audit approach was a risk-based approach founded on a thorough
understanding of the group’s business, its environment and risk profile and in
particular included:
● evaluation by the group audit team of identified components to assess the
significance of each component and to determine the planned audit response
based on a measure of materiality. Significance was determined as a percentage
of the Group’s total assets, revenues and profit before taxation;
● full scope audit procedures performed at Scientific Digital Imaging plc, Synoptics
limited, Synoptics Inc, Sentek limited, Astles Control Systems limited, Atik
Cameras limited, Applied Thermal Control limited, targeted procedures
performed at Perseu Comercio De equipamento Para Infomatica e Astronomica
SA, and analytical procedures performed at all other components;
● the total percentage coverage of full-scope and targeted procedures over
the Group’s revenue was 100%;
matters on which we are required to report under
the Companies Act 2006
In the light of the knowledge and understanding of the
group and the parent company and its environment
obtained in the course of the audit, we have not identified
material misstatements in the Strategic report or the
Report of the Directors.
matters on which we are required to report by exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
● adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
● the parent company financial statements are not in
agreement with the accounting records and returns; or
● certain disclosures of directors’ remuneration specified
● the total percentage coverage of full scope and targeted procedures over
by law are not made; or
the Group’s total assets was 100%; and
● our audit approach in the current year is consistent with the audit approach
adopted for the year ended 30 April 2017, being substantive in nature.
Our opinion on other matters prescribed by the
Companies Act 2006 is unmodified
In our opinion, based on the work undertaken in the
course of the audit:
● the information given in the Strategic report and
the Report of the Directors for the financial year
for which the financial statements are prepared is
consistent with the financial statements; and
● the Strategic report and the Report of the
Directors have been prepared in accordance
with applicable legal requirements.
Other information
The directors are responsible for the other information.
The other information comprises the information included
in the annual report set out on pages 02-24, other than
the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears
to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we
are required to determine whether there is a material
misstatement in the financial statements or a material
misstatement of the other information. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
● we have not received all the information and
explanations we require for our audit
responsibilities of directors for the financial statements
As explained more fully in the Directors’ responsibilities
statement set out on page 24, the directors are responsible
for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and
for such internal control as the directors determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group’s and the parent
company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless
the directors either intend to liquidate the group or the
parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (uk) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of
these financial statements.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of
our auditor’s report.
DAvID neWSTeAD
SENIOR STATuTORy AuDITOR
for and on behalf of
GrAnT ThornTon UK llp
Statutory Auditor, Chartered Accountants
Cambridge
26 July 2018
30
Scientific Digital Imaging plc
Annual Report and Accounts 2018
31
Financial statements
Consolidated income statement
for the year ended 30 April 2018
Consolidated balance sheet
for the year ended 30 April 2018
Revenue
Cost of sales
Gross profit
administrative expenses
operating profit
analysed as:
Gross profit
Other administrative expenses
Reorganisation costs
Share-based payments
acquisition and fundraising costs
operating profit
Finance payable and similar charges
net financing expenses
Profit before tax
Income tax
Profit for the year
Earnings per share
Basic earnings per share
Diluted earnings per share
Note
£’000
5
9,542
(7,473)
2,069
(63)
(65)
(165)
1,776
(63)
8
6
9
21
21
2018
£’000
14,496
(4,954)
9,542
(7,766)
1,776
(63)
1,713
(98)
1,615
1.81p
1.79p
£’000
6,911
(5,693)
1,218
(87)
(2)
(165)
964
(61)
2017
£’000
10,748
(3,837)
6,911
(5,947)
964
(61)
903
(75)
828
1.17p
1.14p
all activities of the Group are classed as continuing.
The results attributable to business combinations in the year are disclosed in note 29.
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated statement of comprehensive income
for the year ended 30 April 2018
Profit for the period
other comprehensive income
Exchange differences on translating foreign operations
Total comprehensive income for the period
2018
£’000
1,615
(30)
1,585
2017
£’000
828
126
954
Assets
Intangible assets
Property, plant and equipment
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
Total assets
Liabilities
Non-current liabilities
Borrowings
Trade and other payables
Deferred tax liability
Current liabilities
Trade and other payables
Provisions for warranties
Borrowings
Current tax payable
Total liabilities
Net assets
Equity
Share capital
Merger reserve
Share premium account
Own shares held by Employee Benefit Trust
Other reserves
Foreign exchange reserve
Retained earnings
Total equity
Note
2018
£’000
2017
£’000
10
11
12
13
14
15
19
16
12
16
18
19
20
22
10,727
431
37
11,195
2,090
2,221
–
2,007
6,318
17,513
1,391
–
969
2,360
2,309
11
29
244
2,593
4,953
12,560
896
3,030
6,390
(82)
148
109
2,069
12,560
9,770
478
48
10,296
1,747
1,931
–
2,355
6,033
16,329
940
–
950
1,890
3,228
19
254
228
3,729
5,619
10,710
889
3,030
6,200
(85)
83
139
454
10,710
The financial statements were approved and authorised for issue by the Board of Directors on 26 July 2018
The accompanying accounting policies and notes form an integral part of these financial statements.
KEN Ford
ChaIRMan
MiKE CrEEdoN
ChIEF ExECuTIvE OFFICER
The accompanying accounting policies and notes form an integral part of these financial statements.
Company registration number: 6385396
32
Scientific Digital Imaging plc
annual Report and accounts 2018
33
Financial statements
Consolidated statement of cash flows
for the year ended 30 April 2018
Consolidated statement of changes in equity
for the year ended 30 April 2018
operating activities
Profit for the year
Depreciation
amortisation
Finance costs and income
(Decrease) increase in provision
Release of deferred consideration
Taxation in the income statement
Employee share-based payments
operating cash flows before movement in working capital
Increase in inventories
Changes in trade and other receivables
Changes in trade and other payables
Cash generated from operations
Interest paid
Income taxes received/(paid)
Cash generated from operating activities
investing activities
Capital expenditure on fixed assets
Sale of property, plant and equipment
Expenditure on development and other intangibles
acquisition of subsidiaries, net of cash
Net cash used in investing activities
Financing activities
Finance leases repayments
Proceeds from bank borrowing
Deferred consideration paid
Exchange difference
Repayment of borrowings
Issues of shares
Net cash from financing
Net changes in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Note
29
2018
£’000
1,615
240
836
63
(8)
–
98
65
2,909
(134)
(106)
185
2,854
(63)
(198)
2,593
(184)
3
(620)
(1,341)
(2,142)
(33)
1,370
(1,201)
(24)
(1,111)
200
(799)
(348)
2,355
2,007
2017
£’000
828
213
556
61
1
(41)
75
2
1,695
(237)
(72)
20
1,406
(61)
(19)
1,326
(215)
–
(643)
(3,277)
(4,135)
(10)
1,164
(62)
119
(745)
2,990
3,456
647
1,708
2,355
The accompanying accounting policies and notes form an integral part of these financial statements.
Share
capital
£’000
Merger
reserve
£’000
Foreign
exchange
£’000
Share
premium
£’000
Own shares
held by EBT
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Balance at 30 April 2016
642
3,030
13
3,457
(85)
81
(374)
6,764
Shares issued
Share-based payments
Transactions with owners
Profit for the year
Foreign exchange on
consolidation of subsidiaries
Total comprehensive
income for the period
247
–
247
–
–
–
–
–
–
–
–
–
–
–
–
–
126
126
2,743
–
2,743
–
–
–
–
–
–
–
–
–
Balance at 30 April 2017
889
3,030
139
6,200
(85)
Shares issued
Share-based payments
Transactions with owners
Profit for the year
Foreign exchange on
consolidation of subsidiaries
Total comprehensive
income for the period
7
–
7
–
–
–
–
–
–
–
–
–
–
–
–
–
(30)
(30)
190
–
190
–
–
–
3
–
3
–
–
–
–
2
2
–
–
–
83
–
65
65
–
–
–
–
–
–
828
–
828
2,990
2
2,992
828
126
954
454
10,710
–
–
–
200
65
265
1,615
1,615
–
(30)
1,615
1,585
Balance at 30 April 2018
896
3,030
109
6,390
(82)
148
2,069
12,560
The accompanying accounting policies and notes form an integral part of these financial statements.
34
Scientific Digital Imaging plc
annual Report and accounts 2018
35
Financial statements
Notes to the consolidated financial statements
for the year ended 30 April 2018
1 REpORTiNg ENTiTy
Scientific Digital Imaging plc, a public limited company, is
the Group’s ultimate parent. It is registered and domiciled
in England and Wales. The consolidated financial
statements of the Group for the year ended 30 april 2018
comprise the Company and its subsidiaries (together
referred to as the “Group”). The details of subsidiary
undertakings are listed in note 4 to the Company
Financial Statements.
2 BaSiS OF pREpaRaTiON
The consolidated financial statements have been prepared
and approved by the Directors in accordance with
International Financial Reporting Standards (IFRS) as
adopted by the Eu and as applied with the provisions of
the Companies act 2006. The consolidated financial
statements have been prepared under the historical cost
convention as modified by the recognition of certain
financial instruments at fair value.
The principal accounting policies of the Group are set
out below.
The consolidated financial statements are presented in
British pounds (£), which is also the functional currency
of the ultimate parent company. all values are rounded
to the nearest thousand (£’000) except where
otherwise indicated.
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out within the Strategic report. The
financial position of the Group, its cash flows, and liquidity
position are provided in the financial statements on pages
32-35. In addition, notes to the financial statements include
the Group’s objectives, policies and processes for
managing its capital; its financial risk management
objectives; details of its financial instruments and hedging
activities; and its exposures to credit risk and liquidity risk.
The Board has prepared forecasts for the period to
31 December 2019. These reflect the sales projections for
new products coming on stream as a result of the Group’s
research and development activity and continued cost
management. The Group meets its cash flow and
borrowing requirements through an invoice discounting
facility which is a 12 month rolling contract and a bank loan
as detailed in note 19. The Board’s forecasts indicate that
the Group will continue to trade within its existing facilities
with scope to further manage its cost base if necessary.
The Board is confident that continued focus on research
and development, new product development and sales &
marketing will deliver growth. The Board considers that the
Group will have adequate cash resources within its existing
facilities to continue to trade for the foreseeable future and
therefore continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
accounting judgements and estimates
The preparation of financial statements requires the
management to make judgements, estimates and
assumptions that affect the application of policies and
reported amounts of assets, liabilities, income and
expenses. actual amounts may differ from these estimates.
Estimates
Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised
and in any future periods affected.
In particular, information about significant areas of
estimation uncertainty and critical judgements in applying
accounting policies that have the most significant effect
on the amount recognised in the financial statements are
described in the following notes:
Intangibles – development costs
The Group is required to capitalise any development
costs that meet the criteria as per IaS 38. (See Research
and Development accounting policy, page 38).
Significant assumptions are made in categorising
development costs and in estimating the future profits
expected from the development.
Changes in these assumptions could affect the value of
costs capitalised and hence the amount charged to the
income statement.
The point at which development costs meet the criteria for
capitalisation is critically dependent on management’s
judgement of the point at which technical and commercial
feasibility is demonstrable. Development costs are only
capitalised if all of the following conditions are met:
● completion of the intangible asset is technically feasible
so that it will be available for use or sale;
● the Group intends to complete the intangible asset and
use or sell it;
● the Group has the ability to use or sell the intangible asset;
● the intangible asset will generate probable future
economic benefits. among other things, this requires
that there is a market for the output from the intangible
asset or for the intangible asset itself, or, if it is to be
used internally, the asset will be used in generating
such benefits;
● there are adequate technical, financial and other
resources to complete the development and to use or
sell the intangible asset; and
● the expenditure attributable to the intangible asset
during its development can be measured reliably.
The carrying value of development costs at the year-end
was £1,186k (2017: £1,108k).
Impairment of goodwill and other intangible assets
The impairment analysis of intangible assets is based upon
future discounted cash flows and a number of assumptions
have been made to estimate the future cash flows
expected to arise from the cash generating unit as well as a
suitable discount rate in order to calculate present value.
Factors like lower than anticipated sales and resulting
decreases of net cash flows and changes in discount rates
could lead to impairment. For details of assumptions see
note 10. The carrying amount of goodwill at the year-end
was £5,419k (2017: £4,907k). Other intangibles had a
carrying amount of £4,122k (2017: £3,755k).
Deferred taxation
Deferred tax is provided for based on management’s
estimation of future profits and utilisation of tax losses.
Changes in these assumptions could affect the value of
deferred tax provided for and hence the amount charged
to the income statement.
The total carrying amount of the deferred tax asset at
30 april 2018 is £37k (2017: £48k) of which £37k (2017:
£48k) relates to trading losses.
The total deferred tax liability at 30 april 2018 is £969k
(2017: 950k), relating to deferred tax on acquired
intangibles and capitalised R&D.
Contingent consideration
Contingent consideration on acquisitions is measured at
fair value. Where future payments are dependent on
performance, predicted revenue levels for three years from
the date of acquisition based on financial forecasts have
been used, when recognising the liability. The fair value at
30 april 2018 was £152k (2017: £1,367k).
3 pRiNcipal accOuNTiNg pOliciES
The principal accounting policies adopted are consistent
with those of the annual financial statements for the year
ended 30 april 2017. The adoption of new accounting
standards and interpretations which came into effect has
not had a material impact on the Group’s financial
statements in this period of initial application.
Basis of consolidation
Subsidiaries are entities controlled by the Group where
control is the power to govern the financial and operating
policies of an entity so as to obtain benefits from its
activities. The financial statements of subsidiaries are
included in the consolidated financial statements from the
date that control commences until the date that control
ceases. The subsidiaries transitioned to FRS 101 from
previously extant uK Generally accepted accounting
Practice for all periods presented.
Intra group balances and any unrealised income and
expenses arising from intra group transactions are eliminated
in preparing the consolidated financial statements.
Business combinations
Business combinations are accounted for using the
acquisition method under the revised IFRS 3 Business
combinations. The consideration transferred by the Group
to obtain control of a subsidiary is calculated as the sum of
the acquisition-date fair value of assets transferred,
liabilities incurred and the equity interests issued by the
Group, which includes the fair value of any asset or liability
arising from a contingent consideration agreement.
acquisition costs are expensed within administration
expenses as incurred. The Group recognises identifiable
assets acquired and liabilities assumed including
contingent liabilities in a business combination regardless
of whether they have been previously recognised in the
acquiree’s financial statements prior to the acquisition.
assets acquired and liabilities assumed are generally
measured at their acquisition-date fair values.
Foreign currency
Transactions entered into by Group entities in a currency
other than the functional currency of the company which
incurred them are recorded at the rate of exchange at the
time of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet
date are reported at the rates of exchange prevailing at that
date. Exchange differences arising on the retranslation of
unsettled monetary assets and liabilities are recognised
immediately in profit or loss.
For the purpose of presenting the consolidated financial
statements the assets and liabilities of the Group’s overseas
operations are translated using exchange rates prevailing
on the balance sheet date. Exchange differences on net
assets arising from this policy are recognised in other
comprehensive income and accumulated in the foreign
exchange reserve; such translation differences are
36
Scientific Digital Imaging plc
annual Report and accounts 2018
37
Financial statements
Notes to the consolidated financial statements continued
for the year ended 30 April 2018
reclassified from equity to profit or loss as a reclassification
adjustment in the period in which the foreign operation is
disposed of.
Income and expense items of overseas operations are
translated at exchange rates approximating to those ruling
when the transactions took place.
property, plant and equipment
Property, plant and equipment is stated at cost, less
accumulated depreciation. Depreciation is charged to
profit or loss on a straight line basis over the estimated
useful lives of each part of property, plant and equipment
to write down the cost of the asset to its residual value.
Residual values are reviewed annually.
The estimated useful lives are as follows:
Motor vehicles
Computer equipment
Tools and other equipment
Furniture, fixtures and fittings
Building and leasehold improvements
3 years
3 years
3 years
5 years
5 years
goodwill
Goodwill represents the excess of the fair value of the
consideration transferred over the Group’s interest in the
net fair value of the identifiable assets, liabilities and
contingent liabilities of the acquiree. When the excess is
negative, it is recognised immediately in profit or loss as a
gain from a bargain purchase. Goodwill is reviewed for
impairment annually or more frequently if events or
changes in circumstances indicate that the carrying value
may be impaired. Goodwill is also reviewed for impairment
immediately following an acquisition. The impairment of
goodwill is based upon value in use, determined using
estimated future discounted cash flows.
Research and development
Expenditure on research activities undertaken with the
prospect of gaining new scientific or technical knowledge
and understanding is recognised in the income statement
as an expense as incurred.
Expenditure on development activities, whereby research
findings are applied to a plan or design for the production
of new or substantially improved products and processes,
is capitalised if the following conditions are met:
● Completion of the intangible asset is technically feasible
so that it will be available for use or sale;
● The Group intends to complete the intangible assets
and use or sell it;
● The Group has the ability to use or sell the intangible asset;
● The intangible asset will generate probable future
economic benefits. among other things, this requires
that there is a market for the output from the intangible
asset or the intangible asset itself, or, if it is to be used
internally, the asset will be used for generating such
benefits;
● The expenditure attributable to the intangible asset
during its development can be measured reliably.
The expenditure capitalised includes direct cost of material,
direct labour and an appropriate proportion of overheads.
Other development expenditure is recognised in the
income statement as an expense as incurred. Capitalised
development is stated at cost less accumulated
amortisation and impairment losses.
amortisation is charged to profit and loss on a straight-line
basis over the estimated useful lives of intangible assets.
amortisation is shown within administrative expenses in the
income statement. The estimated useful lives of current
development projects are between three and five years.
until completion of the project the assets are subject to
impairment testing.
Other intangible assets
Intangible assets acquired as part of an acquisition of a
business are capitalised separately from goodwill providing
the assets are separable or they arise from contractual or
other legal rights and their fair value can be measured
reliably. The fair value of intangible assets includes any
tax benefit.
Intangible assets with a finite life are amortised over their
useful economic lives. amortisation is recognised in the
income statement within administrative expenses on a
straight-line basis over the estimated useful lives of
intangible assets, other than goodwill, from the date that
they are available for use.
Capitalised development costs
Other intangible assets
Customer relationships and trade marks
3 years
3–15 years
15 years
impairment
The carrying amounts of the Group’s non-financial assets,
other than inventories and deferred tax assets, are
reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication
exists then the asset’s recoverable amount is estimated.
For intangible assets that have indefinite lives or that are
not yet available for use, the recoverable amount is
estimated at each reporting date.
The recoverable amount of an asset is the greater of its
value in use and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time
value of money and the risks specific to the asset.
For the purpose of assessing impairment, assets are
grouped at the lowest levels for which there are largely
independent cash flows (cash-generating units). as a result,
some assets are tested individually for impairment and
some are tested at cash-generating unit level. Goodwill is
allocated to those cash-generating units that are expected
to benefit from synergies of the related business
combination and represent the lowest level within the
Group at which management monitors goodwill.
an impairment loss is recognised if the carrying amount of
an asset exceeds its recoverable amount. Impairment
losses are recognised in profit or loss. Impairment losses
for cash-generating units reduce first the carrying value of
any goodwill allocated to that cash generating unit. any
remaining impairment loss is charged pro rata to the other
assets in the cash-generating unit. With the exception of
goodwill, all assets are subsequently reassessed for
indicators that an impairment loss previously recognised
may no longer exist.
any impairment in respect of goodwill is not reversed.
Impairment losses on other assets recognised in prior
periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists.
an impairment loss is reversed if there has been a change
in the estimates used to determine the recoverable
amount. an impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment had
been recognised.
inventories
Inventories are measured at the lower of cost and net
realisable value. The cost of inventories comprises all costs
of purchase, costs of conversion and other costs incurred
in bringing the inventories to their location and condition
at the balance sheet date. Items are valued using the first
in, first out method. When inventories are used, the carrying
amount of these inventories is recognised as an expense in
the period in which the related revenue is recognised.
Provisions for write-down to net realisable value and losses
of inventories are recognised as an expense in the period
in which the write-down or loss occurs.
cash and cash equivalents
Cash and cash equivalents comprise cash balances
and deposits.
Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently
stated at amortised cost. any difference between the
proceeds and the redemption value is recognised in the
income statement over the period of the borrowings using
the effective interest method.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of the
liabilities for at least 12 months after the balance sheet date.
Equity
Equity comprises the following:
● “Share capital” represents the nominal value of
equity shares
● “Merger reserve” represents the difference between
the parent company’s cost of investment and the
subsidiary’s share capital and share premium where
a group reorganisation qualifies as a common
control transaction.
● “Share premium account” represents the excess over
nominal value of the fair value of consideration received
for equity shares, net of expenses of the share issue.
● “Foreign exchange reserve” represents the differences
arising from translation of investments in overseas
subsidiaries.
● “Own shares held by Employee Benefit Trust” represents
shares held in trust for the benefit of employees
● “Other reserve” represents equity-settled share-based
employee remuneration until such share options are
exercised. The equity component of convertible stock is
also included. On conversion of the loan stock the
equity component is transferred into the retained
earnings reserve.
● “Retained earnings” represents retained profits.
contributions to pension schemes
defined Contribution Scheme
Obligations for contributions for defined contribution plans
are recognised as an expense in the income statement
when they are due.
38
Scientific Digital Imaging plc
annual Report and accounts 2018
39
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
Financial assets
The Group’s financial assets comprise trade receivables,
other receivables, cash and cash equivalents. Trade and
other receivables are initially stated at fair value and
thereafter at amortised cost using the effective interest
method. The carrying amounts of the Group’s financial
assets are reviewed at each balance sheet date to
determine whether there is any indication of impairment.
The amount of the impairment loss is measured as the
difference between the assets’ carrying amount and the
present value of estimated future cash flows discounted at
the original effective interest rate. The impairment loss is
recognised in profit or loss.
an impairment loss in respect of trade and other
receivables is reversed if the amount of the impairment
loss decreases and the decrease can be related
objectively to an event occurring after the impairment
was recognised.
Financial liabilities
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Group
becomes a party to the contractual provisions of the
instrument. The Group’s financial liabilities comprise trade
payables, other payables, other loans and bank borrowings.
all financial liabilities are measured at fair value plus
transaction costs on initial recognition and subsequently
are measured at amortised cost. Contingent consideration
is measured at fair value through profit and loss in the
income statement.
Financial instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual
arrangements entered into. an equity instrument is any
contract that results in a residual interest in the assets of
the Company after deducting all of its financial liabilities.
Equity instruments do not include a contractual obligation
to deliver cash or other financial assets to another entity.
any instrument that does have the obligation to deliver
cash or another financial asset to another entity is classified
as a financial liability. Financial liabilities are presented
under liabilities on the balance sheet.
Revenue recognition
Revenue is from the sale of goods, contract income and
services and is recognised in the income statement when
transfer of control of goods and services to the customer
has occurred. Revenue is measured at the fair value of the
consideration received or receivable, net of returns, vaT
and trade discounts.
The company has reviewed the impact of the new IFRS 15
standard ‘Revenue from Contracts with Customers’ on our
revenue streams from the supply of goods and services
and has concluded that there is no material impact.
leased assets
Leases are classified as finance leases when they transfer
substantially all the risks and rewards of ownership;
otherwise leases are classified as operating leases.
assets held under finance leases and hire purchase
contracts are capitalised in the balance sheet and
depreciated over their expected useful economic lives.
Depreciation is over the shorter of the lease term and the
useful life of the asset. The interest element of leasing
payments represents a constant proportion of the capital
balance outstanding and is charged to profit or loss over
the period of the lease.
all other leases are regarded as operating leases and the
payments made under them are recognised in profit or
loss on a straight-line basis over the term of the lease.
contingent consideration
Contingent consideration on acquisitions is measured
at fair value. Future payments are dependent on
revenue targets.
Taxation
Income tax expense comprises current and deferred tax.
The tax currently payable is based on the taxable profit for
the year. Current tax is recognised in profit or loss, except
that current tax relating to items recognised in other
comprehensive income is recognised in other
comprehensive income and current tax relating to items
recognised directly in equity is recognised in equity.
Taxable profit differs from profit as reported in the income
statement because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible.
Deferred tax is recognised on differences between the
carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the
computation of taxable profit, and are accounted for using
the balance sheet liability method. however, deferred tax is
not provided on the initial recognition of goodwill, or on
the initial recognition of an asset or liability unless the
related transaction is a business combination or affects tax
or accounting profit. Deferred tax on temporary
differences associated with investments in subsidiaries is
not provided if reversal of these temporary differences can
be controlled by the Group or it is probable that reversal
will not occur in the foreseeable future. Deferred tax
liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available
against which the temporary difference can be utilised.
The carrying value of deferred tax asset is reviewed at each
balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be
available to allow part or all of the assets to be recovered.
Deferred tax is calculated using tax rates that are enacted
or substantively enacted at the balance sheet date.
Deferred tax is charged or credited to the income
statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is
also dealt with in equity. Deferred tax relating to items
recognised in other comprehensive income is recognised
in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes
levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net basis.
Segment reporting
The Group identifies reportable operating segments based
on internal management reporting that is regularly
reviewed by the chief operating decision maker. The chief
operating decision maker is the Chief Executive Officer.
provisions
Provisions are recognised when present obligations as a
result of a past event will probably lead to an outflow of
economic resources from the Group and the amounts can
be estimated reliably.
a provision for warranties is recognised when the
underlying products are sold. The provision is based on
historical warranty data and a weighting of possible
outcomes against their associated probabilities.
Employee benefit trust
The employee benefit trust is a separately administered
discretionary trust for the benefit of employees, the assets
of which comprise shares in the Company. The material
assets, liabilities, income and costs of the ESOP or EBT are
consolidated within these financial statements. until such
time as the Company’s own shares held by the trust vest
unconditionally in employees, the consideration paid for
the shares is deducted in arriving at shareholders’ funds.
Share-based payments
Scientific Digital Imaging plc regularly issues share options
to employees. The fair value of the award granted is
recognised as an employee expense within the Income
Statement with a corresponding increase in equity. The fair
value is measured at the grant date and allocated over the
vesting period based on the best available estimate of the
number of share options expected to vest. Estimates are
subsequently revised if there is any indication that the
number of share options expected to vest differs from
previous estimates.
When shares are issued for the purchase of intangibles, the
fair value is measured at the issue date.
The fair value of the grants is measured using the Black-
Scholes model taking into account the terms and
conditions upon which the grants were made.
4 STaNdaRdS aNd iNTERpRETaTiONS
cuRRENTly iN iSSuE BuT NOT yET EFFEcTivE
The following new Standards and Interpretations, which
are yet to become mandatory, have not been applied in
the consolidated financial statements.
● IFRS 9 Financial Instruments (effective 1 January 2018)
● amendments to IFRS 2: Classification and Measurement
of Share-based Payment Transactions issued June 2016
(effective 1 January 2018)
● amendments to IFRS 4: applying IFRS 9 financial
instruments with IFRS 4 Insurance Contracts (effective
1 January 2018)
● amendments to IaS 12: Recognition of Deferred Tax
assets for unrealised Losses (effective 1 January 2018)
● IFRS 15 Revenue from contracts with customers
(effective 1 January 2018)
● IFRS 16 Leases (IaSB effective 1 January 2019) will bring
the majority of all operating leases onto the balance
sheet in line with the accounting treatment for finance
leases. This will affect the balance sheet, though it is
not expected to materially affect the consolidated
income statement.
40
Scientific Digital Imaging plc
annual Report and accounts 2018
41
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
The Group has reviewed the new standard IFRS 15 Revenue from contracts with customers to assess the impact it would
have had on the 2018 financial statements, including specifically regarding maintenance contracts, extended warranties,
and installation and commissioning services, as well as for shipped products. Criteria considered have included the
contract, the location of underlying product, the specificity of the product to a particular customer. Management believes
that that there would have been no material impact on the 2018 financial statements.
Based on the Group’s current business model and accounting policies, management does not expect material impacts
on the consolidated income statement when the Standards and Interpretations listed above and others not listed become
effective. The Group does not intend to apply any of these pronouncements early.
5 SEgMENT aNalySiS
Management consider that there is a single operating segment encompassing Synoptics three marketing brands
(Syngene, Synbiosis, Synoptics health), the atik brand which is used within the Synoptics products and sold externally to
the amateur astronomy market, Osiris, astles Control Systems, applied Thermal Control and Sentek. Each of the brands
has a number of products and whilst sales performance of each brand is monitored, resources are managed and strategic
decisions made on the basis of the Group as a whole. .
The geographical analysis of revenue by destination and non-current assets (excluding deferred tax) by location is set
out below:
Revenue by destination of external customer
united Kingdom (country of domicile)
Europe
america
asia
Rest of World
Non-current assets by location (excluding deferred tax)
united Kingdom
Portugal
america
2018
£’000
4,857
3,051
2,736
3,319
533
14,496
2018
£’000
10,988
96
111
11,195
2017
£’000
3,515
2,508
2,595
1,554
576
10,748
2017
£’000
10,006
79
163
10,248
6 pROFiT BEFORE TaxaTiON
Profit for the year has been arrived at after charging/(crediting):
amortisation other intangibles
depreciation charge for year:
Property, plant and equipment
Property, plant and equipment held under finance leases
research and development costs:
Expensed as incurred
amortisation charge
Auditor’s remuneration Group:
audit of Group accounts
Fees paid to the auditor and its associates in respect of other services:
audit of Company’s subsidiaries
Tax advisory services
Tax compliance services
audit related assurance services
Currency exchange loss (gains)
rental of land and buildings
rental of other items
Note
10
2018
£’000
294
240
250
528
26
47
5
17
12
33
156
20
2017
£’000
152
204
9
140
404
15
47
3
15
10
(67)
199
22
During the year the Board carried out a thorough review of the operations and structures of the Group which gave rise
to £63k of costs incurred for the reorganisation (2017: £87k).
additionally £165k of costs relating to work on acquisitions and fundraising (2017: £165k) were also incurred.
42
Scientific Digital Imaging plc
annual Report and accounts 2018
43
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
7 diREcTORS’ aNd EMplOyEES’ REMuNERaTiON
Staff costs during the year were as follows:
Wages and salaries
(including restructuring costs and other termination benefits £63k (2017: £72k))
Social security costs
Share-based payments
other pension costs
The share-based payment charge is included in the income statement separately.
The average number of employees of the Group during the year was:
Administration
Production
Product development
Sales and marketing
The remuneration of the Directors is set out below:
K E Ford
M Creedon
J Gibbs
(resigned 30/05/17)
I napper
a Simon
D Tilston
Salary/
fees
£’000
Bonus
£’000
Taxable
benefits
£’000
Sub Total
£’000
pension
£’000
42
128
–
24
10
19
223
–
40
–
–
–
–
40
–
1
–
–
–
–
1
42
169
–
24
10
19
264
–
6
–
–
–
–
6
2018
£’000
4,106
409
65
123
4,703
2017
£’000
3,751
367
2
101
4,221
2018
Number
2017
Number
15
80
11
15
121
2018
Total
£’000
42
175
–
24
10
19
270
17
65
10
17
109
2017
Total
£’000
30
147
20
4
20
–
221
The aggregate emoluments and amounts receivable under incentive schemes of the highest paid director were £169k
(2017: £141k). Company pension contributions of £6k (2017: £6k) were made to a money purchase scheme. as at 30 april
2018 the highest paid Director held a total of 1,385,000 share options (2017: 385,000 share options). no share options
were exercised by any Director during the year.
Key management for the Group is considered to be the Directors of the Group. Employer’s national Insurance in respect
of Directors was £25k in 2018 (2017: £24k), and share-based payment charge in respect of Directors was £35k in 2018
(2017: £2k).
Share-based employee remuneration
Two employee share option schemes (an EMI scheme and an approved scheme) have been established, under which
options may be granted to employees (including Directors) to subscribe for ordinary shares in the Company. a further
share option scheme (unapproved scheme) has been established under which options may be granted to employees and
directors to subscribe for ordinary shares in the Company. all schemes have been approved by shareholders in general
meetings. The approved scheme has been approved by hM Revenue & Customs. The options can be exercised three
years after the share options are granted. upon vesting, each option allows the holder to purchase one ordinary share.
The options lapse if share options remain unexercised after a period of 10 years after the date of grant or if the
employee leaves.
a summary of options outstanding currently is as follows:
2018
Weighted
average
Exercise
price of
options
0.177
0.250
0.125
0.157
0.224
0.201
Number of
share options
1,645,000
2,750,000
(92,000)
(74,000)
4,229,000
589,000
2017
Weighted
average
Exercise
price of
options
£0.173
£0.165
£0.125
£0.125
£0.177
£0.198
Number of
share options
881,000
840,000
(24,000)
(52,000)
1,645,000
665,000
Outstanding at the beginning of the year
Granted during the year
Exercised
Expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
The share options outstanding at the end of the year have a weighted average remaining contractual life of 8.5 years
(2017: 7.3 years). The range of exercise prices for the outstanding options is £0.125 to £0.33. During the year, the share
price of SDI fluctuated between a low of £0.190 and a high of £0.4155.
under the rules of the share option schemes, options are not normally exercisable until after 3 years from the date of the
grant. Options may, however, be exercised early in certain circumstances such as, for example, option holders ceasing to
be employed as a result of injury, disability, redundancy or retirement. Option holders in the unapproved scheme may
exercise their options within 6 months of leaving the Board of Directors or Company for reasons other than for dismissal.
Options were valued using the Black-Scholes option pricing model.
Expected volatility was determined by calculating the historical volatility of the Company’s share price over three years.
The expected life used in the model has been adjusted, based upon management’s best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations. For options issued in 2018, expected volatility
was 50%, the expected life was 3 years, the risk free interest rate was 0.72%, and the exercise price and share price ranged
from £0.23 to £0.33.
The share-based payment expense for the Group totalled £65k (2017: £2k).
pensions
The Group operates defined contributions pension schemes for the benefit of the employees. The assets of the schemes
are administered by trustees in funds independent from those of the Group. Total contributions for the Group were £123k
(2017: £101k).
Current pension obligations included in liabilities
2018
£’000
7
2017
£’000
7
44
Scientific Digital Imaging plc
annual Report and accounts 2018
45
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
8 FiNaNcE cOSTS
Invoice discounting and bank loans
Finance leases and hire purchase contracts
9 TaxaTiON
Corporation tax:
Prior year corporation tax adjustment
Current tax
Deferred tax (income)/expense
Income tax charge
Reconciliation of effective tax rate
Profit on ordinary activities before tax
Profit on ordinary activities multiplied by standard rate of
Corporation tax in the uK of 19% (2017: 20%)
Effects of:
Expenses not deductible for tax purposes
Capital allowances in excess of depreciation and amortisation
additional deduction for R&D expenditure
Prior year tax adjustments
Transferred to/(from) tax losses
2018
£’000
59
4
63
2017
£’000
59
1
60
2018
£’000
2017
£’000
(51)
233
182
(84)
98
2018
£’000
1,713
325
63
(91)
(136)
(51)
(14)
98
51
–
51
24
75
2017
£’000
903
181
123
(131)
(1)
(97)
75
The Group takes advantage of the enhanced tax deductions for Research and Development expenditure in the uK and
expects to continue to be able to do so.
10 iNTaNgiBlE aSSETS
The amounts recognised in the balance sheet relate to the following:
Cost
at 1 May 2017
additions
Fair value adjustment
Disposals/Eliminations
At 30 April 2018
amortisation
at 1 May 2017
Fair value adjustment
amortisation for the year
Disposals/Eliminations
At 30 April 2018
Net book amount at 30 April 2018
Cost
at 1 May 2016
Fair value adjustments
additions
Disposals/Eliminations
amortisation
at 1 May 2016
Fair value adjustment
amortisation for the year
Disposals/Eliminations
at 30 april 2017
net book amount at 30 april 2017
customer
relationships
£’000
Other
intangibles
£’000
goodwill
£’000
development
costs
£’000
3,680
561
–
–
4,241
129
–
260
–
389
3,852
580
114
–
(44)
650
376
–
48
(44)
380
270
4,907
512
–
–
5,419
–
–
–
–
–
5,419
2,505
606
–
(653)
2,458
1,397
–
528
(653)
1,272
1,186
customer
relationships
£’000
Other
intangibles
£’000
goodwill
£’000
development
costs
£’000
875
–
2,805
–
3,680
24
–
105
–
129
3,551
477
24
79
–
580
305
24
47
–
376
204
2,404
–
2,503
–
4,907
–
–
–
–
–
4,907
2,917
(37)
630
(1,005)
2,505
2,035
(37)
404
(1,005)
1,397
1,108
Total
£’000
11,672
1,793
–
(697)
12,768
1,902
–
836
(697)
2,041
10,727
Total
£’000
6,673
(13)
6,017
(1,005)
11,672
2,364
(13)
556
(1,005)
1,890
9,770
Goodwill relates to various acquisitions as follows:
(a) The acquisitions of artemis CCD Ltd, Perseu Comercio De Equipamento Para Informatica E astronomica Sa, Opus
Instruments, and the assets of QSI have been treated as a single cash generating unit (atik) for the purpose of
calculating the recoverable amount of goodwill which is based on its value in use. The impairment assessment for the
cash generating unit was based on value-in-use calculations covering a detailed one year forecast, followed by an
extrapolation of expected cash flows. These cash flows have been extrapolated over ten years with a long-term
growth rate of 2%, a short-term growth rate of 3%, and a discount rate of 12%. This period has been chosen because
management’s experience and knowledge of the business indicates that an equivalent business will have a useful life
in excess of ten years. Management’s key assumption for this cash generating unit and resulting cash flows is to
maintain market share in this market. The Group is not currently aware of any changes that would lead to the carrying
value exceeding the recoverable amount.
46
Scientific Digital Imaging plc
annual Report and accounts 2018
47
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
10 iNTaNgiBlE aSSETS continued
11 pROpERTy, plaNT aNd EquipMENT
(b) The acquisition of Sentek. The impairment assessment for the cash generating unit was based on value-in-use
calculations covering a detailed one year forecast, followed by an extrapolation of expected cash flows. These cash
flows have been extrapolated over ten years with a long-term growth rate of 2%, a short-term growth rate of 3%, and
a discount rate of 12%. This period has been chosen because management’s experience and knowledge of the
business indicates that an equivalent business will have a useful life in excess of ten years. Management’s key
assumption for this cash-generating unit and resulting cash flows is to maintain market share. The Group is not
currently aware of any changes that would lead to the carrying value exceeding the recoverable amount.
(c) The acquisition of astles Control Systems. The impairment assessment for the cash generating unit was based on
value-in-use calculations covering a detailed one year forecast, followed by an extrapolation of expected cash flows.
These cash flows have been extrapolated over ten years with a long-term growth rate of 2%, a short-term growth rate
of 3%, and a discount rate of 12%. This period has been chosen because management’s experience and knowledge of
the business indicates that an equivalent business will have a useful life in excess of ten years. Management’s key
assumption for this cash-generating unit and resulting cash flows is to maintain market share. The Group is not
currently aware of any changes that would lead to the carrying value exceeding the recoverable amount.
(d) The acquisition of applied Thermal Control. The impairment assessment for the cash generating unit was based on
value-in-use calculations covering a detailed one year forecast, followed by an extrapolation of expected cash flows.
These cash flows have been extrapolated over ten years with a long-term growth rate of 2%, a short-term growth rate
of 3%, and a discount rate of 12%. This period has been chosen because management’s experience and knowledge of
the business indicates that an equivalent business will have a useful life in excess of ten years. Management’s key
assumption for this cash-generating unit and resulting cash flows is to maintain market share. The Group is not
currently aware of any changes that would lead to the carrying value exceeding the recoverable amount.
amortisation charges are included within administrative expenses within the Income Statement.
The average remaining amortisation period of intangible assets excluding Goodwill is 6.3 years (2017: 8.7 years).
Motor
vehicles
£’000
computer
equipment
£’000
Tools and
other
equipment
£’000
Furniture
fixtures
& fittings
£’000
Building and
leasehold
improvements
£’000
56
–
–
–
–
56
47
4
–
51
5
9
290
1
–
–
(167)
124
203
29
–
(167)
65
59
87
928
167
18
(18)
(149)
946
630
190
(12)
(147)
661
285
298
139
16
–
–
(32)
123
118
13
–
(31)
100
23
21
141
–
–
–
141
78
4
–
82
59
63
Motor
vehicles
£’000
computer
equipment
£’000
Tools and
other
equipment
£’000
Furniture
fixtures
& fittings
£’000
Building and
leasehold
improvements
£’000
42
–
14
–
56
40
7
–
47
9
217
77
–
(4)
290
193
14
(4)
203
87
1,093
194
–
(359)
928
810
179
(359)
630
298
127
8
10
(6)
139
115
9
(6)
118
21
135
6
–
–
141
74
4
–
78
63
Total
£’000
1,554
184
18
(18)
(348)
1,390
1,076
240
(12)
(345)
959
431
478
Total
£’000
1,614
285
24
(369)
1,554
1,232
213
(369)
1,076
478
Cost
at 1 May 2017
additions
additions on acquisition
Fx movement
Disposals
At 30 April 2018
depreciation
at 1 May 2017
Charge for year
Fx movement
Disposals
At 30 April 2018
Net book value
At 30 April 2018
at 30 april 2017
Cost
at 1 May 2016
additions
additions on acquisition
Disposals
At 30 April 2017
depreciation
at 1 May 2016
Charge for year
Disposals
At 30 April 2017
Net book value
At 30 April 2017
The net book value of building and leasehold, motor vehicles, computer equipment, tools and equipment and furniture,
fixtures and fittings includes an amount of £47k (2017: £71k) in respect of assets held under finance leases and hire
purchase contracts, all relating to computer equipment. Depreciation on these assets is £24k (2017: £9k, including £7k
for computer equipment and £2k for motor vehicles).
48
Scientific Digital Imaging plc
annual Report and accounts 2018
49
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
12 dEFERREd Tax
14 TRadE aNd OThER REcEivaBlES
2018
deferred
tax asset
£’000
deferred
tax liability
£’000
2017
deferred
tax asset
£’000
deferred
tax liability
£’000
Opening
Deferred tax on capitalised R & D
Trading losses recognised
Other temporary differences
Deferred tax on acquired intangibles
Charge on intangibles recognised on acquisition
At 30 April 2018
Deferred tax on capitalised R & D
Other temporary differences
Deferred tax on acquisition intangibles
Trading losses recognised
48
–
(11)
–
–
–
37
asset
£’000
–
–
–
37
37
(950)
(115)
5
59
125
(93)
(969)
2018
liability
£’000
(204)
4
(769)
–
(969)
67
–
(27)
8
–
–
48
asset
£’000
–
–
–
48
48
(377)
(12)
–
(19)
–
(542)
(950)
2017
liability
£’000
(158)
(55)
(737)
–
(950)
Deferred tax assets are recognised for tax losses available for carrying forward to the extent that the realisation of the
related tax benefit through future taxable profits is probable. The Group did not recognise deferred tax assets of £308k
(2017: £322k) in respect of losses. Total losses (provided and unprovided) totalled £1.8m (2017: £1.8m).
13 iNvENTORiES
Raw materials and consumables
Work in progress
Finished goods
2018
£’000
1,600
76
414
2,090
2017
£’000
1,038
103
606
1,747
There is no material difference between the replacement cost of inventory and the amounts stated above.
In the year ended 30 april 2018 a total of £4,954k (2017: £3,837k) of inventories were consumed and charged to the
Income Statement as an expense.
Trade receivables
Other receivables
Prepayments
2018
£’000
1,946
80
195
2,221
2017
£’000
1,700
98
133
1,931
all amounts are short-term. all of the receivables have been reviewed for indications of impairment. a provision is made
against debtors that are considered not to be recoverable.
a reconciliation of the movement in the impairment provision for trade receivables is as follows:
Impairment provision as at 1 May 2017
Increase/(decrease) in provision
Provision as at 30 april 2018
2018
£’000
53
(44)
9
2017
£’000
22
31
53
In addition, some of the unimpaired trade receivables are past due at the reporting date. There are no indications that
financial assets past due but not impaired are irrecoverable. The age of financial assets past due but not impaired is
as follows:
Less than 1 month
More than 1 month but not more than 3 months
More than 3 months but not more than 6 months
More than 6 months but not more than 1 year
More than 1 year
2018
£’000
536
161
49
14
–
760
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
15 caSh aNd caSh EquivalENTS
Cash at bank and in hand
2018
£’000
2,007
2017
£’000
671
329
176
14
14
1,204
2017
£’000
2,355
50
Scientific Digital Imaging plc
annual Report and accounts 2018
51
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
16 TRadE aNd OThER payaBlES
Trade payables
Social security and other taxes
Other payables
accruals and deferred income
Contingent consideration
2018
£’000
1,011
216
141
789
152
2,309
2017
£’000
888
158
350
465
1,367
3,228
all amounts are short-term. The carrying values are considered to be a reasonable approximation of fair value.
17 lEaSE liaBiliTiES
The Group’s motor fleet, a number of computers and a leasehold property in Portugal are held under finance lease
arrangements. The net carrying amount of the assets held under leases is £47k (2017: £83k).
30 april 2018
Gross lease payments
Future interest
net present values
30 april 2017
Gross lease payments
Future interest
net present values
Within 1 year
£’000
1 to 5 years
£’000
Over 5 years
£’000
Total
£’000
39
(4)
35
7
–
7
–
–
–
46
(4)
42
Within 1 year
£’000
1 to 5 years
£’000
Over 5 years
£’000
Total
£’000
43
(4)
39
47
(3)
44
–
–
–
90
(7)
83
Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
18 pROviSiON FOR WaRRaNTiES
as at 1 May 2017
Provided for (released) in year (net)
Warranty provision as at 30 April 2018
2018
£’000
2017
£’000
19
(8)
11
18
1
19
Warranties of between one and three years are given with the sales of products. There are potential costs associated with
the repair of goods under these warranties which could occur at any time over the next three years. The level of costs is
uncertain. The warranty provision is based on the historical cost of warranty repairs over the last three years. It is expected
that the majority of this expenditure will be incurred in the next financial year.
19 BORROWiNgS
Borrowings are repayable as follows:
Within one year
Bank finance
Finance leases
After one and within five years
Bank finance
Other loan
Finance leases
Total borrowings
2018
£’000
–
29
29
1,370
–
21
1,391
1,420
2017
£’000
215
39
254
896
–
44
940
1,194
Bank finance for 2018 relates to amounts drawn down under the Group’s revolving bank facility with hSBC Bank plc. The
Group has a £3,000,000 facility with an accordion option of an additional £2,000,000. The termination date of the facility
is 3 april 2021, with options to extend for a further two years.
20 ShaRE capiTal
Authorised
1,000,000,000 (2017: 1,000,000,000) Ordinary shares of 1p each
Allotted, called up and fully paid 89,633,424
(2017 : 88,864,194) Ordinary shares of 1p each
2018
£’000
2017
£’000
10,000
10,000
896
889
During the year 769,230 Ordinary shares of 1p were issued as part of the consideration for the purchase of aTC.
Ordinary shares 619,528 (2017: 711,528) are held by the Synoptics Employee Benefit Trust and are reserved for providing
employee benefits such as satisfying the exercise of share options.
52
Scientific Digital Imaging plc
annual Report and accounts 2018
53
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
21 EaRNiNgS pER ShaRE
The calculation of the basic earnings per share is based on the profits attributable to the shareholders of Scientific Digital
Imaging plc divided by the weighted average number of shares in issue during the year, excluding shares held by the
Synoptics Employee Benefit Trust. all earnings per share calculations relate to continuing operations of the Group.
23 OpERaTiNg lEaSES cOMMiTMENTS aNd cONTiNgENT liaBiliTiES
Operating lease commitments
Future total minimum rental payments under non-cancellable operating leases are as follows;
Year ended 30 April 2018
Year ended 30 april 2017
profit/(loss)
attributable to
shareholders
£’000
Weighted
average
number of
shares
Basic
earnings/
(loss) per
share amount
in pence
1,615
828
89,391,064
70,972,367
1.81
1.17
group
In one year or less
Between one and five years
Over five years
land and
Buildings
£’000
193
618
872
1,683
2018
Other
£’000
17
7
–
24
land and
Buildings
£’000
224
672
926
1,822
2017
Other
£’000
17
24
–
41
The calculation of the diluted earnings per share is based on the profits attributable to the shareholders of Scientific
Digital Imaging plc divided by the weighted average number of shares in issue during the year, as adjusted for dilutive
share options.
Year ended 30 April 2018
Year ended 30 april 2017
The reconciliation of average number of ordinary shares used for basic and diluted earnings is as below:
diluted
earnings/
(loss) per
share amount
in pence
1.79
1.14
Weighted average number of ordinary shares used for basic earnings per share
Weighted average number of ordinary shares under option
Weighted average number of ordinary shares used for diluted earnings per share
22 OWN ShaRES hEld By EMplOyEE BENEFiT TRuST
The group
Investment in own shares
2018
2017
89,391,064
723,173
90,114,237
70,972,367
1,645,000
72,617,367
2018
£’000
82
2017
£’000
85
as at 30 april 2018 the trust held 619,528 shares (30 april 2017 the trust held 711,528 shares) in Scientific Digital Imaging plc.
Lease payments recognised as an expense during the year amount to £176k (2017: £221k).
Synoptics Limited have signed a rental contract for the office building rented from 28 September 2014 at Beacon house,
nuffield Road, Cambridge which expires in 28 September 2039.
Synoptics Inc. have a rental contract for the office building rented since January 2003 at Frederick, Maryland. This lease
has been renewed until July 2018 and includes a 3% per year increase clause for the duration of the lease.
artemis CCD Limited has a lease on two office buildings at Lodge Farm Barns, new Road, Bawburgh, norwich. The lease
commenced on 1 May 2015 and expires on 30 april 2020. artemis CCD Limited shall be entitled to terminate the lease
20 months and 40 months from the commencement date serving six months prior written notice.
Sentek Limited has a lease on three buildings at Crittal Drive, Springwood Industrial Estate, Braintree.
astles Control Systems Limited has a lease for the office building at B3 Regent Park, Summerleys Road, Princes
Risborough, hP27 9LE
applied Thermal Control Limited has a lease on an office building at unit 1, Garden Court, Coalville LE67 4nB
contingent liabilities
Performance guarantees totalling £32k are held by the bank. These would become payable by the Group if, once the
customer has placed an order, the Group fails to deliver goods to the customer.
24 RElaTEd paRTy TRaNSacTiONS aNd cONTROlliNg RElaTEd paRTy
The Group’s related parties comprise its Board of Directors and shareholders. Transactions with Directors are disclosed
within the Directors’ Remuneration Report and note 7.
a payment of £1,354k was made to Peter astles and his family, relating to the deferred consideration of astles Control
Systems Limited
a deferred consideration balance of £152k is outstanding at the year-end relating to the acquisition of applied Thermal
Control Limited.
unless otherwise stated, none of the transactions incorporated in these financial statements include any special terms or
conditions. There is no ultimate controlling party.
54
Scientific Digital Imaging plc
annual Report and accounts 2018
55
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
25 FiNaNcial RiSk MaNagEMENT OBjEcTivES aNd pOliciES
Financial instruments
The Group uses various financial instruments, including assets, liabilities, short-term loans and loan stock. The main
purpose of these financial instruments is to raise finance for the Group’s operations. The existence of these financial
instruments exposes the Group to a number of financial risks, primarily interest rate risk and currency risk.
interest rate risk
The Group finances its operations through a mixture of retained profits, short-term bank borrowings, loan stock and
shareholders’ equity. The Group’s exposure to interest rate fluctuations on its borrowings is managed by the use of both
fixed and floating facilities for the bank overdraft and invoice discounting facility.
currency risk
a significant proportion of the Group’s assets are denoted in Dollars and Euros but only a small amount are within an
entity with a differing functional currency. an adverse movement in exchange rate could lead to a devaluation of these
assets. as at 30 april 2018 an adverse movement in the dollar of 5% would result in a reduction in the Group’s equity and
profit or loss of £8k (2017: £101k). an adverse movement in the Euro of 5% would result in a reduction in the Group’s
equity and profit or loss of £15k (2017: £17k)
The carrying amount of the Group’s Dollar- and Euro-denominated monetary assets with a differing functional currency
at the reporting date is as follows:
uS Dollars
Euros
assets
2018
£’000
429
436
2017
£’000
72
55
In addition an element of the Group’s revenue and overhead transactions is completed in a foreign currency. Transaction
exposure is hedged through the use of currency accounts.
credit risk
The Group’s exposure to credit risk is limited to the carrying amount of cash deposits and trade and other receivables
recognised at the balance sheet date of £4,512k (2017: £4,286k). Risks associated with cash deposits are limited as the
banks used are reputable with quality external credit ratings.
The principal credit risks lies with trade receivables. In order to manage credit risk credit limits are set for customers based
on a combination of payment history and third party credit references. Details of overdue trade receivables are provided
in note 14.
liquidity risk
Liquidity risk is that the Group might be unable to meet its obligations and arises from trade and other payables. The
Group manages liquidity risk by maintaining adequate reserves and banking facilities and by continuously monitoring
forecasts and actual cash flows.
liquidity risk
The Group monitors its liquidity by monitoring cash outflows and available credit facilities on a regular basis. The funding
for long-term liquidity is additionally secured by an adequate amount of external credit facilities.
as at 30 april 2018, the Group’s financial liabilities have contractual maturities as summarised below:
Trade and other payables
Borrowings
Contingent consideration
as at 30 april 2017
Trade and other payables
Borrowings
Contingent consideration
current
Between
6 and 12
months
£’000
–
15
–
current
Between
6 and 12
months
£’000
–
128
–
Within
6 months
£’000
2,164
14
152
Within
6 months
£’000
1,861
126
1,367
Between
1 and 5
years
£’000
–
1,391
–
Between
1 and 5
years
£’000
–
940
–
Non-current
later than
5 years
£’000
–
–
–
Non-current
later than
5 years
£’000
–
–
–
56
Scientific Digital Imaging plc
annual Report and accounts 2018
57
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
26 SuMMaRy OF FiNaNcial aSSETS aNd liaBiliTiES By iaS 39 caTEgORy
27 capiTal MaNagEMENT pOliciES aNd pROcEduRES
The carrying amounts of the Group’s financial assets and liabilities as recognised at the balance sheet date of the years
under review may also be categorised as follows;
loans
and other
receivables
2018
£’000
Non
financial
assets
2018
£’000
Financial
liabilities at
amortised
cost
2018
£’000
2,007
2,002
–
–
–
–
4,009
–
219
–
–
–
–
219
–
–
(29)
(1,391)
(1,941)
–
(3,361)
loans
and other
receivables
2017
£’000
Non
financial
assets
2017
£’000
Financial
liabilities at
amortised
cost
2017
£’000
2,355
1,700
–
–
–
–
–
–
–
–
–
–
4,055
–
–
231
–
–
–
–
–
–
–
–
–
231
–
–
–
–
(215)
(896)
(888)
(39)
(44)
(815)
–
–
(2,897)
Financial
liabilities
measured at
fair value
through
profit
and loss
2018
£’000
–
–
–
–
(152)
–
(152)
Financial
liabilities
measured at
fair value
through
profit
and loss
2017
£’000
–
–
–
–
–
–
–
–
–
–
(1,367)
–
(1,367)
Non
financial
liabilities
2018
£’000
–
–
–
–
(216)
–
(216)
Non
financial
liabilities
2017
£’000
–
–
–
(386)
–
–
–
–
–
–
–
–
(386)
Total
balance
sheet
heading
2018
£’000
2,007
2,221
(29)
(1,391)
(2,309)
–
499
Total
balance
sheet
heading
2017
£’000
2,355
1,700
231
(386)
(215)
(896)
(888)
(39)
(44)
(815)
(1,367)
–
(364)
Balance sheet headings
Cash and cash equivalents
Trade and other receivables
Borrowings – current
Borrowings – non current
Trade and other payables – current
Trade and other payables – non
current
Total
Balance sheet headings
Bank
Trade receivables
Other receivables
vaT and taxation
Bank finance – current
Bank finance – non current
Trade payables
Finance lease liability – current
Finance lease liability – non
current
Other payables and accruals
Contingent consideration
Other loan
Total
The Group’s capital management objectives are:
● to ensure the Group’s ability to continue as a going concern; and
● to provide an adequate return to shareholders; and
● be in a position to make acquisitions (‘buy and build’ strategy)
The Group monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on
the face of the balance sheet.
although the Group is not constrained by any externally imposed capital requirements, its goal is to maximise its capital-
to-overall-financing ratio by reducing borrowings.
The Group will keep dividend policy under review.
Capital
Total equity
Less cash and cash equivalents
overall financing
Total equity
Plus borrowings
Capital-to-overall-financing ratio
28 FaiR valuE MEaSuREMENT
(a) Opus instruments
Contingent consideration re Opus acquisition – current
Contingent consideration re Opus acquisition – non current
2018
£’000
2017
£’000
12,729
(2,007)
10,722
12,729
1,420
14,149
75.78%
10,710
(2,355)
8,355
10,710
1,194
11,904
70.19%
2018
£’000
2017
£’000
–
–
–
13
–
13
The fair value of contingent consideration was calculated based on management’s assumptions regarding future
performance.
(b) astles control Systems
Contingent consideration re astles acquisition – current
Contingent consideration re astles acquisition – non current
2018
£’000
–
–
–
2017
£’000
1,354
–
1,354
The fair values of the financial assets and liabilities at 30 april 2018 and 30 april 2017 are not materially different from their
book values.
The fair value of contingent consideration was calculated based on management’s assumptions regarding future
performance. The consideration was paid in august 2017.
58
Scientific Digital Imaging plc
annual Report and accounts 2018
59
Financial statements
Notes to the consolidated financial statements continued
For the year ended 30 April 2018
28 FaiR valuE MEaSuREMENT continued
(c) applied Thermal control (aTc)
Contingent consideration re aTC acquisition – current
Contingent consideration re aTC acquisition – non current
2018
£’000
152
–
152
2017
£’000
–
–
–
The fair value of contingent consideration was calculated based on management’s assumptions regarding future
performance. The consideration is payable in June 2018.
29 BuSiNESS cOMBiNaTiONS
On 25 august 2017, the Company acquired the entire share capital of applied Thermal Control Limited, a company
incorporated in England and Wales, for a consideration payable in cash and shares.
The assets and liabilities acquired were as follows:
assets
Non-current assets
Fixed assets
Intangible assets – trade names
Intangible assets – customer relationships
Total non-current assets
Current assets
Stock
Debtors
Cash at bank
Liabilities
Trade and other payables
Taxation – PaYE/nIC
Deferred tax liability
Net assets acquired
Goodwill
Consideration and cost of investment
Fair value of consideration transferred
Cash paid in year
Share issued
Deferred consideration
Book value
£’000
Fair value
adjustment
£’000
Fair value
£’000
18
–
–
18
147
184
11
(90)
(30)
–
240
–
–
93
444
537
–
–
–
–
(99)
438
411
18
93
444
555
147
184
11
(90)
(30)
(99)
678
411
1,089
737
200
152
1,089
applied Thermal Control Limited contributed £873k revenue and £31k (after management charges) to the Group’s profit
for the period between the date of acquisition and the balance sheet date.
If the acquisition of applied Thermal Control Limited had been completed on the first day of the financial year, the
impact on group revenues for the period would have been £402k and the impact on group profit would have been
£75k (after management charges).
The goodwill of £411k arising from the acquisition primarily relates to expected future profitability and growth
expectations.
The last financial year for applied Thermal Control Limited closed in December 2017. It is expected that the current
financial year will be extended by four months to coincide with the financial year of the Group.
On 31 January 2018, the Company acquired stocks and intangible assets of QSI, a uS company engaged in the
production and sale of high end specialist cameras to amateur astronomy and OEM markets.
The assets and liabilities acquired were as follows:
assets
Non-current assets
Fixed assets
Intangible assets – trade names
Intangible assets – customer relationships
Total non-current assets
Current assets
Stock
Liabilities
Deferred tax liability
Net assets acquired
Goodwill
Consideration and cost of investment
Fair value of consideration transferred
Cash paid in year
Share issued
Deferred consideration
Book value
£’000
Fair value
adjustment
£’000
Fair value
£’000
–
–
–
–
62
–
62
–
–
7
117
124
–
(24)
101
101
–
7
117
124
62
(24)
162
101
263
263
–
–
263
The stock acquired has been transferred to our Lisbon factory. The acquisition did not contribute to Group revenues or
profit in 2018.
The goodwill of £101k arising from the acquisition relates to expected future profitability.
In the consolidated statement of cashflows for the year ended 30 april 2018, the item “acquisition of subsidiaries, net of
cash” of £1,341k comprises the consideration and cost of investment for both investments as shown above, less the Cash
at Bank of £11k in applied Thermal Control Limited. Deferred consideration for applied Thermal Control Limited is shown
as a financing activity.
60
Scientific Digital Imaging plc
annual Report and accounts 2018
61
Financial statements
Company balance sheet
For the year ended 30 April 2018
Fixed assets
Investments
Intangible assets
Current assets
Debtors
Cash
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after more than one year
Net assets
Capital and reserves
Called up share capital
Share premium account
Other reserves
Merger relief reserve
Profit and loss account
Shareholders’ funds
Note
2018
£’000
2017
£’000
4
5
6
7
8/9
10
12,737
8
12,745
59
173
232
(519)
(287)
12,458
(1,370)
11,088
896
6,390
109
424
3,269
11,088
10,694
18
10,712
829
396
1,225
(2,013)
(788)
9,924
(3,650)
6,274
889
6,199
83
424
(1,321)
6,274
Company statement of changes in equity
For the year ended 30 April 2018
Share capital
£’000
Merger
reserve
£’000
Share
premium
reserve
£’000
Other
reserves
£’000
At 1 May 2017
889
424
6,199
Shares issued
Share-based payments
Transactions with owners
Profit for the year
At 30 April 2018
7
–
7
–
896
–
–
–
–
424
190
–
190
–
6,389
83
3
25
28
–
111
Profit
and loss
account
£’000
(1,321)
–
–
–
Total
£’000
6,274
200
25
225
4,589
3,268
4,589
11,088
At 1 May 2016
Shares issued
Share-based payments
Transactions with owners
Profit for the year
At 30 April 2017
Share capital
£’000
Merger
reserve
£’000
Share
premium
reserve
£’000
Other
reserves
£’000
Profit
and loss
account
£’000
642
247
–
247
–
889
424
3,457
81
(1,548)
–
–
–
–
424
2,742
–
2,742
–
6,199
–
2
2
–
83
–
–
–
227
(1,321)
Total
£’000
3,056
2,989
2
2,991
227
6,274
The financial statements were approved and authorised for issue by the Board of Directors on 26 July 2018.
KeN Ford
ChAIRMAn
MiKe CreedoN
ChIef exeCuTIve OffICeR
Company registration number: 6385396
The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own
profit and loss account in these financial statements. The parent company’s profit for the financial year was £4,589,000,
(2017: profit £227,000).
62
Scientific Digital Imaging plc
Annual Report and Accounts 2018
63
Financial statements
Notes to the company financial statements
For the year ended 30 April 2018
1 pRiNcipal accOuNTiNg pOliciES
Basis of preparation
The separate financial statements were prepared in
accordance with Financial Reporting Standard 101
Reduced Disclosure Framework. The financial statements
are prepared under the historical cost convention.
disclosure exemptions adopted
In preparing these financial statements the Company
has taken advantage of all disclosure exemptions
conferred by FRS 101. Therefore these financial
statements do not include:
● a statement of cash flows and related notes
● The requirements of IaS 24 related party disclosures to
disclose related party transactions entered between two
or more members of the group as they are wholly
owned within the group.
● Disclosure of key management personnel
compensation
● Capital management disclosures
● Presentation of comparative reconciliation of the
number of shares outstanding at the beginning and at
the end of the period
● The effect of future accounting standards not adopted
● Certain share-based payment disclosures
● Disclosures in relation to impairment of assets
investments
Scientific Digital Imaging Plc qualifies for merger relief
under Companies act 2006 s612, and has recorded the
investment in Synoptics Limited at the nominal value of the
shares issued, less provision for impairment. The shares
issued on acquisition of Opus Instruments Limited also
qualified for merger relief under Companies act 2006 s612
and so the premium has been classified as a merger relief
reserve. all other investments are recorded at cost, less
provision for impairment.
Share options
Scientific Digital Imaging Plc regularly issues share options
to employees. The fair value of the employee services
received in exchange for the grant of options is recognised
as an expense which is written off to the Profit and Loss
account over the vesting period of the option. The amount
to be expensed is determined by reference to the fair value
of the options at the grant date adjusted for the number
expected to vest. all current share options have been
issued to staff at Synoptics Limited, artemis Limited and
Scientific Digital Imaging Plc. The expense relating to these
options is recognised in the relevant company profit and
loss account. The carrying value of the investment in those
subsidiaries is increased by an amount equal to the value
of share-based payment charge attributable to the option
holders in the respective subsidiaries.
Financial instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual
arrangements entered into. an equity instrument is any
contract that results in a residual interest in the assets of
the Company after deducting all of its financial liabilities.
Equity instruments do not include a contractual obligation
to deliver cash or other financial asset to another entity.
any instrument that does have the obligation to deliver
cash or another financial asset to another entity is classified
as a financial liability. Financial liabilities are presented
under creditors on the balance sheet.
pension
The pension costs charged against profits represent the
amount of the contributions payable to the defined
contribution scheme in respect of the accounting period.
2 EMplOyEE REMuNERaTiON
Remuneration in respect of directors paid by the Company was as follows:
Emoluments
Pension
2018
£’000
264
6
270
2017
£’000
214
6
220
During the period no directors exercised any share options held over ordinary shares of Scientific Digital Imaging Plc.
Details of directors’ interest in the shares and options of the Company are provided in the Remuneration Committee
report on page 23. The highest paid director aggregate entitlements were £170k (2017:£140k). Company pension
contributions of £6k (2017:£6k) were made to a money purchase scheme as at 30 april 2018 the highest paid Director
held a total of 1,385,000 share options (2017:385,000 share options).
Key management for the Company is considered to be the Directors of the Company. Employer’s national Insurance in
respect of Directors was £25k in 2018 (2017: £23k), and the share-based payment charge for Directors was £25k in 2018
(2017: £8k).
Share-based employee remuneration
Two employee share option schemes (an EMI scheme and an approved scheme) have been established, under which
options may be granted to employees (including Directors) to subscribe for ordinary shares in the Company. a further
share option scheme (unapproved scheme) has been established under which options may be granted to employees
and directors to subscribe for ordinary shares in the Company. all schemes have been approved by shareholders in
general meetings. The approved scheme has been approved by hM Revenue & Customs. The options can be exercised
three years after the share options are granted. upon vesting, each option allows the holder to purchase one ordinary
share. The options lapse if share options remain unexercised after a period of 10 years after the date of grant or if the
employee leaves.
64
Scientific Digital Imaging plc
annual Report and accounts 2018
65
Financial statements
Notes to the company financial statements continued
For the year ended 30 April 2018
2 EMplOyEE REMuNERaTiON continued
a summary of options outstanding currently is as follows:
Outstanding at the beginning of the year
Granted during the year
adjustment to prior year
Expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
2018
Weighted
average
Exercise price
of options
£0.177
£0.250
£0.125
£0.157
£0.224
£0.201
Number of
share options
1,645,000
2,750,000
(92,000)
(74,000)
4,229,000
589,000
2017
Weighted
average
Exercise price
of options
£0.173
£0.175
£0.130
£0.125
£0.168
£0.174
Number of
share options
881,000
600,000
240,000
(24,000)
1,697,000
665,000
The share options at the end of the year have a weighted average remaining contractual life of 8.5 years (2017: 7.0 years).
The range of exercise prices for the outstanding options is £0.125 to £0.33.
under the rules of the share option schemes, options are not normally exercisable until after 3 years from the date of the
grant. Options may, however, be exercised early in certain circumstances such as, for example, option holders ceasing to
be employed as a result of injury, disability, redundancy or retirement. Option holders in the unapproved scheme may
exercise their options within 6 months of leaving the Board of Directors or Company for reasons other than for dismissal.
Options were valued using the Black-Scholes option pricing model.
Expected volatility was determined by calculating the historical volatility of the Company’s share price over three years.
The expected life used in the model has been adjusted, based upon management’s best estimate, for the effects of non-
transferability, exercise restrictions and behavioural considerations.
The share-based payment expense for the Company totalled £25k (2017: £2k).
3 audiTORS’ REMuNERaTiON
auditors’ remuneration attributable to the Company is as follows:
Taxation compliance services/taxation advisory services
Fees payable to the company’s auditor for the audit of the financial statements
2018
£’000
3
11
2017
£’000
3
10
4 iNvESTMENTS
investments in group undertakings
Cost and net book amount as at 1 May 2017
additions
Cost and net book amount as at 30 april 2018
Details of the investments are as follows:
£’000
10,694
2,043
12,737
Subsidiary undertakings
country of
incorporation
holdings
proportion of
voting rights
Nature of
Business
Synoptics Limited
England and Wales Ordinary shares
100%
atik Cameras Limited
Perseu Comercio De Equipamento
Para Informatica E astronomica Sa
England and Wales Ordinary shares
Portugal Ordinary Shares
Opus Instruments Limited
England and Wales Ordinary Shares
Sentek Limited
England and Wales Ordinary Shares
astles Control Systems Limited
England and Wales Ordinary Shares
applied Thermal Control
England and Wales Ordinary Shares
The following companies are all held
by Synoptics Limited:
Image Techniques of Cambridge Limited
Myriad Solutions Limited
Synoptics Inc
England and Wales Ordinary Shares
England and Wales Ordinary Shares
uSa Ordinary Shares
Each of the above investments has been included in the consolidated financial statements
100%
100%
100%
100%
100%
100%
100%
100%
100%
5 iNTaNgiBlE aSSETS
Cost at 30 april 2018 & 2017
amortisation as at 1 May 2017
Charge for the year
amortisation as at 30 april 2018
net book value as at 30 april 2017
Net book value as at 30 April 2018
Design and
Manufacturer
Design
Manufacturer
Design and
Manufacturer
Design and
Manufacturer
Design and
Manufacturer
Design and
Manufacturer
Dormant
Dormant
Distributor
2018
£’000
50
32
10
42
18
8
66
Scientific Digital Imaging plc
annual Report and accounts 2018
67
Financial statements
Notes to the company financial statements continued
For the year ended 30 April 2018
6 dEBTORS
9 BORROWiNgS
Inter-group debtors
Prepayments and accrued income
Other debtors
all debtors fall due within one year of the balance sheet date.
7 cREdiTORS: aMOuNTS FalliNg duE WiThiN ONE yEaR
amounts owed to other group companies
Trade creditors
Bank loans
Other creditors
Social security and other taxes
accruals and deferred income
8 cREdiTORS: aMOuNTS FalliNg duE aFTER ONE yEaR
amounts owed to other group companies
Bank loans
Other loans
2018
£’000
47
7
5
59
2018
£’000
192
29
–
152
14
132
519
2018
£’000
–
1,370
–
1,370
2017
£’000
810
3
16
829
2017
£’000
358
–
215
1,422
–
18
2,013
2017
£’000
2,754
896
–
3,650
amounts repayable in one year or less:
Bank loans
In more than one year but not more than two years
Bank loan
Other loan
In more than two years but not more than five years
Bank loan
Loan
2018
£’000
2017
£’000
–
–
–
1,370
1,370
215
225
–
671
1,111
Bank finance relates to amounts drawn down under the Group’s revolving bank facility with hSBC Bank plc. The Group
has a £3,000,000 facility with an accordion option of an additional £2,000,000. The termination date of the facility is 3
april 2021, with options to extend for a further two years.
10 callEd up ShaRE capiTal
Authorised
1,000,000,000 Ordinary shares of 1p each
Allotted, called up and fully paid 89,633,424
2018: (2017: 88,864,194) Ordinary shares of 1p each
2018
£’000
2017
£’000
10,000
10,000
896
889
During the year 769,230 ordinary shares of 1p each were issued as part of the consideration for the acquisition of applied
Thermal Control Limited.
Ordinary shares 619,528 (2017: 711,528) are held by the Synoptics Employee Benefit Trust and are reserved for providing
employee benefits such as satisfying the exercise of share options.
Share options
Two employee share option scheme (EMI scheme and approved scheme) have been established, under which options
may be granted to employees (including directors) to subscribe for ordinary shares in the Company. a further share
option scheme (unapproved scheme) has been established under which options may be granted to employees and
directors to subscribe for ordinary shares in the Company. Both schemes have been approved by shareholders in general
meetings. The approved scheme has been approved by hM Revenue & Customs.
a summary of options outstanding currently is provided in note 7 to the consolidated financial statements.
11 RElaTEd paRTy TRaNSacTiONS
Transactions with Directors are disclosed within the Directors’ Remuneration Report and note 7 to the consolidated
financial statements.
a deferred consideration balance of £152k is outstanding at the year-end relating to the acquisition of applied Thermal
Control Limited.
The Company is not required to disclose transactions with its wholly owned subsidiaries.
68
Scientific Digital Imaging plc
annual Report and accounts 2018
69
Financial statements
Notes to the company financial statements continued
For the year ended 30 April 2018
12 FiNaNcial RiSk MaNagEMENT OBjEcTivES aNd pOliciES
Financial instruments
The Company uses various financial instruments, including assets, liabilities, short-term loans and loan stock. The main
purpose of these financial instruments is to raise finance for the Company’s operations. The existence of these financial
instruments exposes the Company to a number of financial risks, primarily interest rate risk and currency risk.
interest rate risk
The Company finances its operations through a mixture of retained profits, short-term bank borrowings, loan stock and
shareholders’ equity. The Company’s exposure to interest rate fluctuations on its borrowings is managed by the use of
both fixed and floating facilities for the bank overdraft and invoice discounting facility.
credit risk
The Company’s exposure to credit risk is limited to the carrying amount of cash deposits and trade and other receivables
recognised at the balance sheet date of £185k (2017: £412k). Risks associated with cash deposits are limited as the banks
used are reputable with quality external credit ratings.
liquidity risk
The Company monitors its liquidity by monitoring cash outflows and available credit facilities on a regular basis. The
funding for long-term liquidity is additionally secured by an adequate amount of external credit facilities.
as at 30 april 2018, the Company’s financial liabilities have contractual maturities as summarised below:
Borrowings
Contingent consideration
as at 30 april 2017
Borrowings
Contingent consideration
current
Between
6 and 12
months
£’000
–
–
current
Between
6 and 12
months
£’000
109
–
Within
6 months
£’000
–
152
Within
6 months
£’000
106
1,367
Between
1 and 5
years
£’000
1,370
–
Between
1 and 5
years
£’000
896
–
Non-current
later than
5 years
£’000
–
–
Non-current
later than
5 years
£’000
–
–
13 capiTal MaNagEMENT pOliciES aNd pROcEduRES
The Company’s capital management objectives are:
● to ensure the Company’s ability to continue as a going concern; and
● to provide an adequate return to shareholders; and
● be in a position to make acquisitions (‘buy and build’ strategy)
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented
on the face of the balance sheet.
although the Company is not constrained by any externally imposed capital requirements, its goal is to maximise its
capital-to-overall-financing ratio by reducing borrowings.
The Company will keep dividend policy under review.
Capital
Total equity
Less cash and cash equivalents
overall financing
Total equity
Plus borrowings
Capital-to-overall-financing ratio
2018
£’000
2017
£’000
10,995
(172)
10,823
10,995
1,370
12,365
87.5%
6,274
(396)
5,880
6,274
1,111
7,385
79.6%
70
Scientific Digital Imaging plc
annual Report and accounts 2018
71
Financial statements
Scientific digital imaging plc
Five-year summary – Group
Shareholder information
Revenue
Cost of sales
Gross profit
Gross profit %
2018
£’000
14,496
(4,954)
9,542
2017
£’000
10,748
(3,837)
6,911
2016
£’000
8,473
(3,298)
5,175
2015
£’000
6,955
(2,837)
4,118
2014
£’000
7,037
(3,021)
4,016
65.8%
64.3%
61.1%
59.2%
57.1%
Other administrative expenses
(7,473)
2,069
(5,693)
1,218
(4,437)
738
(3,725)
393
(200)
(8)
(126)
59
(36)
23
21
44
(3,959)
57
(22)
(6)
(28)
1
(39)
(38)
–
(38)
(87)
(2)
(165)
964
(61)
903
(75)
828
(17)
(7)
(178)
536
(40)
496
75
571
1.17p
1.14p
1.17p
1.15p
0.15p
0.15p
(0.16)p
(0.16)p
Reorganisation costs
Share-based payments
acquisition and fundraising costs
operating profit
net financing expenses
Profit before tax
Income tax
Profit for the year
Earnings per share
Basic earnings per share
Diluted earnings per share
(63)
(65)
(165)
1,776
(63)
1,713
(98)
1,615
1.81p
1.79p
72
Scientific Digital Imaging plc
Company registration
number 6385396
Registered office
Beacon House
nuffield Road
cambridge
cB4 1tF
Directors
E k FORd
cHAiRmAn
M cREEdON
cHieF executive oFFiceR
i NappER
non executive
diRectoR
dR a j B SiMON
non executive
diRectoR
(resigned 27 September 2017)
d TilSTON
non executive
diRectoR
(appointed 26 July 2017)
j aBEll
cHieF FinAnciAl oFFiceR
(appointed 2 July 2018)
Company Secretary
j aBEll
(appointed 2 July 2018)
Bankers
hSBc BaNk plc
vitrum, St John’s innovation Park,
cowley Road,
cambridge
cB4 0dS
NaTiONal WESTMiNSTER BaNk plc
35-37 Fitzroy Street
cambridge
cB1 1eu
Solicitors
MillS & REEvE
Botanic House
100 Hills Road
cambridge
cB2 1PH
Auditor
gRaNT ThORNTON uk llp
Registered Auditor
chartered Accountants
101 cambridge Science Park
milton Road
cambridge
cB4 0FY
Nominated Advisor & Broker
FiNNcap liMiTEd
60 new Broad Street
london
ec2m 1JJ
Registrar
ShaRE REgiSTRaRS liMiTEd
Suite e
First Floor
9 lion & lamb Yard
Farnham
Surrey
Gu9 7ll
Design and production
FOx dESigN cONSulTaNTS
www.foxdc.co.uk
Printed digitally by Park lane Press
on a co2 neutral HP indigo press
on FSc certified paper, power
from 100% renewable resources.
Print production systems
registered to iSo 14001, iSo 9001,
and over 97% of waste is recycled.
Scientific digital imaging plc
Beacon House, nuffield Road
cambridge cB4 1tF
T +44 (0)1223 727144
F +44 (0)1223 727101
E info@scientificdigitalimaging.com
www.scientificdigitalimaging.com