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SUN Surgical Innovations Group Plc

0.50
0.00 (0.00%)
25 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Surgical Innovations Group Plc LSE:SUN London Ordinary Share GB0004016704 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.50 0.40 0.60 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Surgical,med Instr,apparatus 11.34M 264k 0.0003 16.67 4.66M

Surgical Innovations Group PLC Half-year Report (3234A)

11/09/2018 7:00am

UK Regulatory


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TIDMSUN

RNS Number : 3234A

Surgical Innovations Group PLC

11 September 2018

Surgical Innovations Group plc

("SI" or the "Group")

Half-year Report

Interim results for the six months ended 30 June 2018

Surgical Innovations Group plc (AIM: SUN), the designer, manufacturer and distributor of innovative medical technology for minimally invasive surgery, reports financial results for the six month period ended 30 June 2018. The Group has delivered growth in revenues and profit in the first half of the year despite some significant headwinds in the market and regulatory environment, primarily due to the acquisition of Elemental Healthcare in August 2017.

The Group has continued to broaden its product base by investing in product innovation, and by entering into both new and extended distribution agreements. Cash flow from trading has been enhanced by significant reductions in inventory, enabling the repayment of net debt by the end of the period.

Financial highlights:

-- Revenues up 52.4% to GBP5.28m (2017H1: GBP3.47m), primarily due to the acquisition of Elemental Healthcare

   --     Adjusted EBITDA* up 13.3% to GBP0.94m (2017H1: GBP0.83m) 
   --     Adjusted operating profit* up 35.5% to GBP0.42m (2017H1: GBP0.31m) 

-- Reported PBT (after acquisition related amortisation costs and share based payment charges) of GBP0.09m

   --     Adjusted earnings per share of 0.05p (2017H1: 0.06p) 
   --     Net cash at end of period of GBP0.02m (31 Dec 2017: net debt GBP0.73m) 

* Adjusted EBITDA and Adjusted operating profit are stated before deducting amortisation of intangible acquisition costs of GBP0.22m (2017H1: GBPnil) and share based payment costs of GBP0.06m (2017H1: GBPnil).

Executive Chairman of SI, Nigel Rogers, said: "The Group has emerged from a challenging period with improved financial results, a strong balance sheet, and net indebtedness incurred in the Elemental acquisition last year fully eliminated. We have implemented measures to strengthen important distribution relationships, and support the development of our international business through an expanded core range of branded products and a competitive pricing model. This is supplemented by close partnerships with our key OEM customers, who are well positioned to generate further growth.

"Our UK distribution business continues to fulfil a vital role in the direct sale of branded products in our home market, and is also building a valuable portfolio of specialised products that offer substantial advantages to surgeons, healthcare professionals and patients. The ability to obtain detailed first-hand knowledge of the reception of our product ranges from a large cohort of surgeons, who offer suggestions for improvements to existing products and ideas for innovation, is proving to be a valuable asset.

"With these initiatives in process, we continue to look forward to the second half of the year and beyond with confidence."

For further information please contact:

 
 Surgical Innovations Group plc                              www.sigroupplc.com 
 Nigel Rogers, Executive Chairman                            Tel: 0113 230 7597 
 Melanie Ross, COO&CFO 
 
 WH Ireland Limited (NOMAD & Broker)                         Tel: 0113 394 6600 
 Tim Feather 
  Chris Viggor 
 Walbrook PR (Financial PR & Investor   Tel: 020 7933 8780 or si@walbrookpr.com 
  Relations) 
 Paul McManus                                                Mob: 07980 541 893 
 Lianne Cawthorne                                             Mob: 07584 391303 
 

Notes for editors:

About Surgical Innovations Group plc

Strategy

The Group specialises in the design, manufacture, sale and distribution of innovative, high quality medical products, primarily for use in minimally invasive surgery. Our product and business development is guided and supported by a key group of nationally and internationally renowned surgeons across the spectrum of minimally invasive surgical activity.

We design and manufacture and source our branded port access systems, surgical instruments and retraction devices which are sold directly in the UK home market through our subsidiary, Elemental Healthcare, and exported widely through a global network of trusted distribution partners. Many of our products in this field are based on a "resposable" concept, in which the products are part re-usable, part disposable, offering a high quality and environmentally responsible solution at a cost that is competitive against fully disposable alternatives.

Elemental also has exclusive UK distribution for a select group of specialist products employed in laparoscopy, bariatric and metabolic surgery, hernia repair and breast reconstruction.

In addition, we design and develop medical devices for carefully selected OEM partners, and have also collaborated with a major UK industrial partner to provide precision engineering solutions to complex problems outside the medical arena.

We aim for our brands to be recognised and respected by healthcare professionals in all major geographical markets in which we operate and provide by development, partnership or acquisition a broad portfolio of cost effective, procedure specific surgical instruments and implantable devices that offer reliable solutions to genuine clinical needs in the operating theatre environment.

Operations

The Group currently employs approximately 100 people across two sites in the UK. Product design, engineering and manufacturing are carried out at the SI site in Yorkshire. Commercial activities including marketing, UK distribution and international sales and marketing are based at Elemental Healthcare in Berkshire.

Elemental Healthcare was acquired by the Group on 1 August 2017, providing direct sales representation in the UK home market and a range of distribution products.

Further information

Further details of the Group's businesses are available on websites:

www.sigroupplc.com

www.surginno.com, and

www.elementalhealthcare.co.uk

Investors and others can register to receive regular updates by email at si@walbrookpr.com

Surgical Innovations Group plc

Chairman's Statement

For the six month period ended 30 June 2018

I am pleased to report that the Group has delivered growth in revenues and profit in the first half of the year despite some significant headwinds in the market and regulatory environment, primarily due to the acquisition of Elemental Healthcare.

The Group has continued to broaden its product base by investing in product innovation, and by entering into both new and extended distribution agreements. Cash flow from trading has been enhanced by significant reductions in inventory, enabling the repayment of net debt by the end of the period.

It is anticipated that trading conditions will continue to improve, and recent positive developments will enable the Group to deliver an enhanced growth rate in the second half of the year.

Financial Overview

Revenues increased by 52.4% to GBP5.28m (2017H1: GBP3.47m), predominantly through the additional revenues relating to Elemental Healthcare acquired in August 2017.

Revenues from SI branded products grew by 13.1%to GBP2.80m (2017H1: GBP2.48m), which included the incremental revenue arising in the UK from direct sales previously handled through distribution by Elemental. Market conditions in the UK were challenging. In the first quarter of the year, NHS hospitals carried out a substantially reduced number of elective surgical procedures following the winter capacity crisis and ongoing spending constraints. This pressure eased somewhat in the second quarter, although activity has only recently returned to a more normalised level.

Revenues from the US in the first half reduced by 25% to GBP0.79m, although much of this reduction was a result of timing differences in distributor stocking, and we anticipate a return to growth for the full year. Revenues from Europe held steady in the period at GBP0.73m (2017H1: GBP0.71m). There was strong growth of 76% in the rest of the world sales to GBP0.67m (2017H1: GBP0.38m). Additional sales resources have been deployed in our international business, and we have also simplified routes to some key markets, most importantly in Japan.

OEM revenues were broadly similar to the corresponding period in 2017 at GBP0.98m (2017H1: GBP0.99m). Within this segment, revenues from the manufacture of Liquiband Fix-8 devices reduced temporarily due to the introduction of design changes, however this was more than offset by the sale of initial production units of test rigs in Precision Engineering. With the successful re-launch of Fix-8 and a follow on order for test rigs in place, we expect a return to strong growth in the second half.

UK Distribution sales amounted to GBP1.51m (2017H1: GBPnil), and were held back in part by spending constraints in the NHS. This was exacerbated by a disruption to the supply of CELLIS breast and abdominal wall products arising from regulatory delays in re-approval on a change of notified body by the manufacturer announced in May. All current products, together with an innovative new range, were re-certified in August and will come back on-stream in the last quarter of the year.

Gross margins continued to track within our target range at 39.1% of revenues (2017H1: 37.9%, 2017 full year: 42.5%). The reduction in gross margin compared with the second half of the prior year arose as a result of lower production recoveries, whilst inventory reductions of 25% to GBP2.00m (Dec 2017: GBP2.50m) were achieved, releasing cash resources.

Other operating expenses increased by GBP1.07m to GBP2.08m reflecting overheads relating to Elemental Healthcare which were not reflected in the first half of the prior year. Adjusted operating profit (before acquisition related costs and share based payment charges) for the period was GBP0.42m (2017H1: GBP0.31m) at an operating margin of 8.0%. Net profit before taxation amounted to GBP0.09m against a net profit before taxation of GBP0.30m in the corresponding period last year.

The Group reported a tax credit in the period of GBP0.04m (2017 FY: credit of GBP0.08m) which relates to claims for enhanced Research and Development in respect of 2016. The Group has substantial corporation tax losses and continues to review the extent to which a deferred tax asset should be recognised based on the estimated future taxable profits of the Group. A deferred tax asset of GBP0.06m was recognised at year end and no adjustment has been made to this asset in the following period. The Group are in the process of preparing an enhanced Research and Development claim for 2017, this will depend on the amount of current year tax losses that can be elected to exchange for cash, if any.

The net profit and total comprehensive income for the period amounted to GBP0.13m (2017H1: GBP0.30m), resulting in an adjusted net earnings per share of 0.05p (2017H1: 0.06p).

Net investment in working capital was virtually unchanged at GBP2.11m (31 December 2017: GBP2.23m) with operating cash conversion of 93% of EBITDA (2017: 72%).

Net cash flow from operating activities increased to GBP1.02m (2017H1: GBP0.85m), stated before outflows of GBP0.26m on investing activities (2017: GBP8.34m). At the end of the period, the Group had available cash at bank of GBP2.30m, and was in full compliance with all financial covenants. Total net cash resources, taking into account both loan and finance leases outstanding, increased to GBP0.02m (31 December 2017: deficit of GBP0.73m).

Regulatory framework

During the first half of the year, the business has completed a change of notified body, and also prepared for audits in relation to the uplifting of both its ISO13485 and ISO9001 certificates to the latest standards which have subsequently been completed. We are now awaiting the outcomes of the review of this work by our notified body, and are optimistic that these new certificates will be issued before the end of the year.

There have been several other changes in relation to regulatory compliance which have impacted the business in the year, most notably the change of the Canadian Authorities to move to the new Medical Device Single Audit Programme regime and away from its own Canadian Medical Device Conformity Assessment System. We have been working with our notified body to prepare for the change and are well placed to complete this work within the timescales defined by the Canadian authorities.

The next change on the horizon will then be the movement away from the Medical Device Directive to new Medical Device Regulations, a significant change by the European Commission, and one that will take several years to complete. We are expecting to be fully compliant and transitioned in 2021, and work is already underway to ensure that our documentation, quality procedures and business ethos are aligned as required to this new regulatory pathway.

New products

Following the successful launch of the new YelloPort Elite(R) in the UK market, rollout to our international network gathered pace in the first half of the year. This has been well received, and led to a decision to apply for 510k approval in preparation for a US market launch next year. Expansion of this important product range continues, with beta trials of a new optical trocar in progress, and further trocar variants and a range of disposable cannulae in the pipeline.

In September 2018 at the London Breast meeting of the Royal College of Physicians, we launched the new CELLIS Breast Pocket, an innovative dermal matrix which facilitates a pre-pectoral breast reconstruction procedure. The CELLIS Breast Pocket has been developed in close conjunction with leading surgeons from Guy's Hospital, and is designed to facilitate ease of placement, reduction in post-operative complications and improved cosmetic appearance. A programme of training workshops is planned during the last quarter of the year, enabling a roll-out to NHS and private hospitals to take place shortly thereafter.

This initiative forms a central pillar in an expanding range of distribution products, with special emphasis on the treatment of breast cancer patients. This range also includes illuminated retractors to enable surgeons to improve efficiency and accuracy, and products for the effective post-operative drainage of fluid, significantly reducing infection risk for the patient, and maximising the utilisation of nursing resources for the healthcare provider.

Brexit

The Board continue to follow progress in Brexit negotiations, and we are making contingency plans in the event that the UK exits the EU in March 2019 without completing an appropriate withdrawal agreement. In April 2018, we transitioned all relevant European distributors to price lists denominated in Euros, and this provides a natural hedge against cash outflows on components purchased in the EU.

Default arrangements under World Trade Organisation rules generally levy no tariffs on medical products, and the Group has submitted an application to obtain Authorised Economic Operator status to allow quicker customs clearance if required. This is expected to be completed before the end of 2018.

We have been assured by our UK notified body that arrangements are in place to rapidly re-register all current CE marks to a domicile within the EU for regulatory purposes in the event that this becomes necessary.

We remain hopeful that this situation will be avoided and that, as a minimum, trade with EU entities will be unaffected for the duration of a transitional period.

Corporate Governance

The Group aims to operate to high standards of moral and ethical behavior. All members of the board fully support the value and importance of good corporate governance and in our accountability to all of the Group's stakeholders, including shareholders, employees, customers (including patients and healthcare professionals), distributors, suppliers, regulators and the wider community.

The corporate governance framework which the Group has set out, including board leadership and effectiveness, remuneration and internal control, is based upon practices which the board believes are proportionate to the risks inherent to the size and complexity of group operations.

The board considers it appropriate to adopt the principles of the Quoted Companies Alliance Corporate Governance Code ("the QCA Code") published in April 2018. The extent of compliance with the ten principles that comprise the QCA Code, together with an explanation of any areas of non-compliance, and any steps taken or intended to move towards full compliance, are set out on at the end of this announcement.

Outlook

The Group has emerged from a challenging period with improved financial results, a strong balance sheet, and net indebtedness incurred in the Elemental acquisition last year fully eliminated. We have implemented measures to strengthen important distribution relationships, and support the development of our international business through an expanded core range of branded products and a competitive pricing model. This is supplemented by close partnerships with our key OEM customers, who are well positioned to generate further growth.

Our UK distribution business continues to fulfil a vital role in the direct sale of branded products in our home market, and is also building a valuable portfolio of specialised products that offer substantial advantages to surgeons, healthcare professionals and patients. The ability to obtain detailed first-hand knowledge of the reception of our product ranges from a large cohort of surgeons, who offer suggestions for improvements to existing products and ideas for innovation, is proving to be a valuable asset.

With these initiatives in process, we continue to look forward to the second half of the year and beyond with confidence.

Nigel Rogers

Executive Chairman

11 September 2018

Unaudited consolidated income statement

for the six months ended 30 June 2018

 
                                                        Unaudited                  Unaudited       Audited 
                                                       six months                 six months          Year 
                                                            ended                      ended         Ended 
                                                          30 June                    30 June   31 December 
                                                             2018                       2017          2017 
                                               Notes      GBP'000                    GBP'000       GBP'000 
--------------------------------------------  ------  -----------  -------------------------  ------------ 
 Revenue                                           2        5,284                      3,467         8,752 
 Cost of sales                                            (3,217)                    (2,151)       (5,033) 
--------------------------------------------  ------  -----------  -------------------------  ------------ 
 Gross profit                                               2,067                      1,316         3,719 
 Other operating expenses                                 (2,079)                    (1,011)       (3,163) 
 Other income                                                 150                          -            25 
--------------------------------------------  ------  -----------  -------------------------  ------------ 
 Adjusted EBITDA *                                            938                        831         2,221 
 Amortisation of intangible R&D costs                       (269)                      (261)         (523) 
 Depreciation of tangible assets                            (247)                      (265)         (556) 
 Adjusted operating profit                                    422                        305         1,142 
 Exceptional items                                              -                          -         (216) 
 Amortisation of intangible acquisition 
  costs                                                     (224)                          -         (327) 
 Share based payments                                        (60)                          -          (18) 
 Operating profit                                             138                        305           581 
 Finance costs                                               (44)                        (4)          (39) 
 Finance income                                                 -                          -             - 
--------------------------------------------  ------  -----------  -------------------------  ------------ 
 Profit before taxation                                        94                        301           542 
 Taxation credit                                   3           36                          -            84 
--------------------------------------------  ------  -----------  -------------------------  ------------ 
 Profit and total comprehensive income 
  for the period attributable to the owners 
  of the parent                                               130                    301               626 
--------------------------------------------  ------  -----------  -------------------------  ------------ 
 Earnings per share 
 Basic                                             4        0.02p                      0.06p         0.10p 
 Diluted                                           4        0.02p                      0.06p         0.10p 
 Adjusted                                          4        0.05p                      0.06p         0.19p 
--------------------------------------------  ------  -----------  -------------------------  ------------ 
 

* EBITDA is earnings before interest, depreciation, amortisation and exceptional items.

Unaudited consolidated statement of changes in equity

for the six months ended 30 June 2018

 
                                      Share     Share   Capital    Merger   Retained 
                                    capital   premium   reserve   reserve   earnings     Total 
                                    GBP'000   GBP'000   GBP'000   GBP'000    GBP'000   GBP'000 
---------------------------------  --------  --------  --------  --------  ---------  -------- 
 Balance as at 1 January 2018         7,826     5,831       329     1,250    (1,520)    13,716 
 Issue of shares                          -         -         -         -          -         - 
 Employee share-based payment 
  charge                                  -         -         -         -         60        60 
---------------------------------  --------  --------  --------  --------  ---------  -------- 
 Total - Transaction with owners      7,826     5,831       329     1,250    (1,460)    13,776 
 Profit and total comprehensive 
  income for the period                   -         -         -         -        130       130 
---------------------------------  --------  --------  --------  --------  ---------  -------- 
 Unaudited balance as at 30 
  June 2018                           7,826     5,831       329     1,250    (1,330)    13,906 
---------------------------------  --------  --------  --------  --------  ---------  -------- 
 

Unaudited consolidated balance sheet

as at 30 June 2018

 
                                                 Unaudited   Unaudited       Audited 
                                                   30 June     30 June   31 December 
                                                      2018        2017          2017 
                                                   GBP'000     GBP'000       GBP'000 
----------------------------------------------  ----------  ----------  ------------ 
 Assets 
 Non-current assets 
 Property, plant and equipment                       1,139       1,426         1,328 
 Intangible assets                                  10,717       1,547        11,009 
 Deferred tax asset                                     62           -            62 
                                                    11,918       2,973        12,399 
----------------------------------------------  ----------  ----------  ------------ 
 Current assets 
 Inventories                                         1,969       1,622         2,467 
 Trade receivables and other current assets          2,132       1,293         1,964 
 Cash and cash equivalents                           2,300       1,188         1,709 
----------------------------------------------  ----------  ----------  ------------ 
                                                     6,401       4,103         6,140 
----------------------------------------------  ----------  ----------  ------------ 
 Total assets                                       18,319       7,076        18,539 
----------------------------------------------  ----------  ----------  ------------ 
 Equity and liabilities 
 Equity attributable to equity holders of the 
  parent company 
 Share capital                                       7,826       5,344         7,826 
 Share premium account                               5,831       2,365         5,831 
 Capital reserve                                       329         329           329 
 Merger reserve                                      1,250           -         1,250 
 Retained earnings                                 (1,330)     (1,854)       (1,520) 
----------------------------------------------  ----------  ----------  ------------ 
 Total equity                                       13,906       6,184        13,716 
----------------------------------------------  ----------  ----------  ------------ 
 Non-current liabilities 
 Borrowings                                          1,975           -         2,125 
 Obligations under finance leases                        -           2             - 
 Deferred tax liabilities                              141           -           183 
                                                     2,116           2         2,308 
----------------------------------------------  ----------  ----------  ------------ 
 Current liabilities 
 
 Trade and other payables                            1,132         386         1,580 
 Obligations under finance leases                        3          29            16 
 Accruals                                              862         475           619 
 Borrowings                                            300           -           300 
----------------------------------------------  ----------  ----------  ------------ 
                                                     2,297         890         2,515 
----------------------------------------------  ----------  ----------  ------------ 
 Total liabilities                                   4,412         892         4,823 
----------------------------------------------  ----------  ----------  ------------ 
 Total equity and liabilities                       18,319       7,076        18,539 
----------------------------------------------  ----------  ----------  ------------ 
 

Unaudited consolidated cash flow statement

for the six months ended 30 June 2018

 
                                                       Unaudited    Unaudited            Audited 
                                                      six months   six months               year 
                                                           ended        ended              ended 
                                                         30 June      30 June        31 December 
                                                            2018         2017               2017 
                                                         GBP'000      GBP'000            GBP'000 
---------------------------------------------------  -----------  -----------  ----------------- 
 Cash flows from operating activities 
 Operating profit                                            130          305                634 
 Adjustments for: 
 Tax                                                        (36)                            (84) 
 Finance Costs                                                44                              39 
 Depreciation of property, plant and equipment               247          265                556 
 Amortisation of intangible assets                           493          261                850 
 Share-based payment charge                                   60            9                 18 
 Other Income                                                300 
 Loss on disposal of fixed assets                              1 
 Foreign Exchange                                              6         (17)                 29 
 Equity share options issued                                                -               (32) 
---------------------------------------------------  -----------  -----------  ----------------- 
 Operating cash flows before movement in working 
  capital                                                  1,245          823              2,010 
 (Increase) / decrease in inventories                        505        (234)              (238) 
 (increase)/ decrease in current receivables               (167)           94                263 
 Increase/(decrease) in trade and other payables           (555)          168              (131) 
---------------------------------------------------  -----------  -----------  ----------------- 
 Cash generated from operations                            1,028          851              1,904 
 Taxation (paid) / received                                   36            -              (206) 
 Interest paid                                              (44)          (6)               (90) 
---------------------------------------------------  -----------  -----------  ----------------- 
 Net cash generated from operating activities              1,020          845              1,608 
---------------------------------------------------  -----------  -----------  ----------------- 
 
 Cash flows from investing activities 
 Payments to acquire property, plant and equipment          (60)        (112)              (250) 
 Acquisition of intangible assets                          (200)        (210)              (381) 
 Consideration for Surgical Dynamics assets 
  and laparoscopic business                                    -        (105)              (144) 
 Acquisition of Elemental Healthcare net of 
  cash acquired                                                -            -            (7,135) 
 Deal costs                                                    -            -              (431) 
---------------------------------------------------  -----------  -----------  ----------------- 
 Net cash (used in) investing activities                   (260)        (427)            (8,341) 
---------------------------------------------------  -----------  -----------  ----------------- 
 Cash flows from financing activities 
 New bank borrowings                                           -            -              2,500 
 Repayment of bank loan                                    (150)            -               (75) 
 Net proceeds from issue of share capital                      -            -              5,307 
 Repayment of obligations under finance leases              (13)         (22)               (36) 
---------------------------------------------------  -----------  -----------  ----------------- 
 Net cash (used in)financing activities                    (163)         (22)              7,696 
---------------------------------------------------  -----------  -----------  ----------------- 
 
 Net increase in cash and cash equivalents                   597          396                963 
 Cash and cash equivalents at beginning of 
  period                                                   1,709          775                775 
 Effective exchange rate fluctuations on cash 
  held                                                       (6)           17               (29) 
---------------------------------------------------  -----------  -----------  ----------------- 
 Net cash and cash equivalents at end of period            2,300        1,188              1,709 
---------------------------------------------------  -----------  -----------  ----------------- 
 
 Analysis of net borrowings: 
 Cash at bank and in hand                                  2,300        1,188              1,709 
 Bank loan                                                                  -            (2,425) 
  Loan notes 2017                                        (2,275)            -                  - 
 Obligations under finance leases                            (3)         (31)               (16) 
 Net cash/(debt) at end of period                             22        1,157              (732) 
---------------------------------------------------  -----------  -----------  ----------------- 
 

Notes to the Interim Financial Information

   1.      Basis of preparation of interim financial information 

The interim financial information was approved by the Board of Directors on11 September 2018. The financial information set out in the interim report is unaudited.

The interim financial information has been prepared in accordance with the AIM Rules for Companies and on a basis consistent with the accounting policies and methods of computation as published by the Group in its annual report for the year ended 31 December 2017, which is available on the Group's website.

The Group has chosen not to adopt IAS 34 Interim Financial Statements in preparing these interim financial statements and therefore the interim financial information is not in full compliance with International Financial Reporting Standards as adopted for use in the European Union.

The group has considered the new standards effective from 01 January 2018, IFRS 15 'Revenue from Contracts with Customers' and IFRS 9 'Financial Instruments'.

IFRS 15, 'Revenues from Contracts with Customers', introduces a five-step approach to the timing of revenue recognition based on the performance obligations of customer contracts. The group has considered the impact of the new standard to be non-material to the Group's Financial Statements.

IFRS 9, 'Financial instruments' replaces IAS39 'Financial instruments: Recognition and Measurement.' The group has considered IFRS 9 to only impact the impairment of trade receivables. Following assessment, it has been concluded that the use of the expected credit loss approach will not have a material impact on the Group's Financial Statements.

The financial information set out in this interim report does not constitute statutory financial statements as defined in section 434 of the Companies Act 2006. The figures for the year ended 31 December 2017 have been extracted from the statutory financial statements which have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under sections 498(2) and 498(3) of the Companies Act 2006.

   2.      Segmentalreporting 

Information reported to the Board and for the purpose of assessing performance and making investment decisions is organised into three operating segments. The Group's operating segments under IFRS 8 are as follows:

-- SI Brand - the research, development, manufacture and distribution of SI branded minimally invasive devices.

-- OEM - the research, development, manufacture and distribution of minimally invasive devices for third party medical device companies through either own label or co-branding and Precision Engineering, the research, development, manufacture and sale of minimally invasive technology products for precision engineering applications.

-- Distribution -the distribution of specialist medical products sold through Elemental Healthcare Ltd.

The measure of profit or loss for each reportable segment is gross margin less attributable amortisation of product development costs.

Assets and working capital are monitored on a Group basis, with no separate disclosure of asset by segment made in the management accounts, and hence no separate asset disclosure is provided here.The following segmental analysis has been produced to provide reconciliation between the information used by the chief operating decision maker within the business and the information as it is presented under IFRS.

 
Six months ended 30 June 2018 (unaudited)   SI Brand  Distribution      OEM    Total 
                                             GBP'000       GBP'000  GBP'000  GBP'000 
------------------------------------------  --------  ------------  -------  ------- 
Revenue                                        2,805         1,504      975    5,284 
------------------------------------------  --------  ------------  -------  ------- 
Result 
Segment result                                   497           700      378    1,575 
Exceptional items                                                                  - 
Unallocated expenses                                                         (1,437) 
------------------------------------------  --------  ------------  -------  ------- 
Profit from operations                                                           138 
Finance costs                                                                   (44) 
Finance income                                                                     - 
------------------------------------------  --------  ------------  -------  ------- 
Profitbefore taxation                                                             94 
Tax                                                                               36 
------------------------------------------  --------  ------------  -------  ------- 
Profit for the period                                                            130 
------------------------------------------  --------  ------------  -------  ------- 
 

Included within the segment/operating results are the following significant non-cash items:

 
                                            SI Brand  Distribution      OEM    Total 
Six months ended 30 June 2018 (unaudited)    GBP'000       GBP'000  GBP'000  GBP'000 
------------------------------------------  --------  ------------  -------  ------- 
Amortisation of intangible assets                206           224       63      493 
Additions to intangibles                         200             -        -      200 
Additions to tangibles                            54             6        -       60 
------------------------------------------  --------  ------------  -------  ------- 
 
 
Six months ended 30 June 2017 (unaudited)    SI Brand      OEM    Total 
                                              GBP'000  GBP'000  GBP'000 
------------------------------------------   --------  -------  ------- 
Revenue                                         2,478      989    3,467 
-------------------------------------------  --------  -------  ------- 
Result 
Segment result                                    720      335    1,055 
Exceptional items                                                     - 
Unallocated expenses                                              (750) 
-------------------------------------------  --------  -------  ------- 
Profit from operations                                              305 
Finance costs                                                       (4) 
Finance income                                                        - 
------------------------------------------   --------  -------  ------- 
Profitbefore taxation                                               301 
Tax                                                                   - 
------------------------------------------   --------  -------  ------- 
Profit for the period                                               301 
-------------------------------------------  --------  -------  ------- 
 

Included within the segment/operating results are the following significant non-cash items:

 
                                             SI Brand      OEM    Total 
Six months ended 30 June 2017 (unaudited)     GBP'000  GBP'000  GBP'000 
------------------------------------------   --------  -------  ------- 
Amortisation of intangible assets                 198       63      261 
-------------------------------------------  --------  -------  ------- 
 
 
                                              SI Brand  Distribution           OEM          Total 
  Year ended 31 December 2017 (audited) 
                                               GBP'000       GBP'000       GBP'000        GBP'000 
----------------------------------------  ------------  ------------  ------------  ------------- 
Revenue                                          5,349         1,802         1,601          8,752 
----------------------------------------  ------------  ------------  ------------  ------------- 
Result 
Segment result                                   1,352         1,002           515          2,869 
Unallocated expenses                                                                      (2,288) 
----------------------------------------  ------------  ------------  ------------  ------------- 
Profit from operations                                                                        581 
Finance income                                                                                  - 
Finance costs                                                                                (39) 
----------------------------------------  ------------  ------------  ------------  ------------- 
Profit before taxation                                                                        542 
Tax                                                                                            84 
----------------------------------------  ------------  ------------  ------------  ------------- 
Profit for the period                                                                         626 
----------------------------------------  ------------  ------------  ------------  ------------- 
 

Included within the segment/operating results are the following significant non-cash items:

 
                                          SI Brand  Distribution      OEM        Total 
Year ended 31 December 2017 (audited)      GBP'000       GBP'000  GBP'000      GBP'000 
--------------------------------------  ----------  ------------  -------  ----------- 
Amortisation of intangible assets              398           327      125          850 
Additions to intangibles                       381             -        -          381 
Additions to tangibles                         245             5        -          250 
--------------------------------------  ----------  ------------  -------  ----------- 
 

Unallocated expenses include those costs that cannot be split between segments and which are not separately analysed in themanagement accounts including concept department, sales and marketing, and head office overheads.

Geographicalanalysis

 
                    Unaudited    Unaudited       Audited 
                   six months   six months          year 
                        ended        ended         ended 
                      30 June      30 June   31 December 
                         2018         2017          2017 
                      GBP'000      GBP'000       GBP'000 
----------------  -----------  -----------  ------------ 
 United Kingdom         3,097        1,322         4,337 
 Europe                   731          719         1,527 
 US                       790        1,047         2,066 
 Rest of World            667          379           822 
----------------  -----------  -----------  ------------ 
                        5,285        3,467         8,752 
----------------  -----------  -----------  ------------ 
 

Revenues are allocated geographically on the basis of where revenues were received from and not from the ultimate final destination of use.

   3.      Taxation 

Current Tax

The Group reported a tax credit in the period of GBP0.04m (2017 FY: credit of GBP0.08m) which relates to claims for enhanced Research and Development in respect of 2016.The Group are in the process of preparing an enhanced Research and Development claim for 2017, this will depend on the amount of current year tax losses that can be elected to exchange for cash, if any.

Deferred Tax

At the balance sheet date, the Group has unused tax losses of GBP21.5 million available for offset against certain future profits. The timing differences in the fixed assets has given rise to a deferred tax liability of GBP183,000.A deferred tax asset of GBP0.06m was recognised at year end and no adjustment has been made to this asset in the following period.

   4.      Earnings per share 
 
                        Unaudited    Unaudited       Audited 
                       six months   six months          year 
                            ended        ended         ended 
                          30 June      30 June   31 December 
                             2018         2017          2017 
--------------------  -----------  -----------  ------------ 
 Earnings per share 
 Basic                      0.01p        0.06p         0.10p 
 Diluted                    0.01p        0.06p         0.10p 
 Adjusted                   0.05p        0.06p         0.19p 
--------------------  -----------  -----------  ------------ 
 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue. Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the diluted weighted average number of shares in issue. Adjusted Earnings per share is calculated by dividing the adjusted earnings attributable to ordinary shareholders (profit before exceptional and amortisation costs relating to the acquisition of Elemental Healthcare and share based payments) by the weighted average number of shares in issue.

The Group has one category of dilutive potential ordinary shares being share options issued to Directors and employees. The impact of dilutive potential ordinary shares on the calculation of weighted average number of shares is set out below.

 
                                          Unaudited    Unaudited       Audited 
                                         six months   six months          year 
                                              ended        ended         ended 
                                            30 June      30 June   31 December 
                                               2018         2017          2017 
                                              '000s        '000s         '000s 
--------------------------------------  -----------  -----------  ------------ 
 Basic earnings per share                   782,566      533,835       637,570 
 Dilutive effect of unexercised share 
  options                                    16,327       11,006        24,588 
--------------------------------------  -----------  -----------  ------------ 
 Diluted earnings per share                 798,893      544,841       662,158 
--------------------------------------  -----------  -----------  ------------ 
 
   5.      Related Party Transaction 

Getz Bros and Co (BVI) Inc. ("Getz") is a substantial shareholder of Surgical Innovations Group plc. Getz is the ultimate beneficial owner of Asia Cardiovascular Products Limited ("ACP").

ACP acts as the master distributor for SI in the Far East. During the six months ended 30 June 2018, SI invoiced ACP GBP289,000 for products and as at 30 June 2018 there was an amount owing to the Group of GBP135,000.

   6.      Interim Report 

This interim report is available at www.sigroupplc.com.

Surgical Innovations Group plc

Statement of compliance with QCA code on Corporate Governance

 
 Principle                       Extent of             Commentary                        Further disclosure(s) 
                                  current compliance 
 Establish a strategy            Fully compliant       Group business strategy           Go to www.sigroupplc.com 
  and business                                          is summarised in the              and follow About 
  model which promote                                   Mission Statement                 Us then Our Business 
  long term value                                       approved by the board             Activities 
  for shareholders.                                     in February 2018, 
                                                        entitled "Inspired                Strategic Report 
                                                        by surgeons for the               section of the 
                                                        benefit of patients".             Annual Report 
 
                                                        Strategic issues, 
                                                        and the appropriate 
                                                        business model to 
                                                        exploit opportunities 
                                                        and mitigate risks, 
                                                        are under continuous 
                                                        review by the board, 
                                                        and reported periodically. 
                                --------------------  --------------------------------  ---------------------------- 
 Seek to understand              Fully compliant       Regular meetings are              Go to www.sigroupplc.com 
  and meet shareholder                                  held with institutional           and follow Investor 
  needs and expectations                                and private shareholders,         Centre then Meetings 
                                                        during which structured           & Voting 
                                                        feedback is sought 
                                                        and, where considered 
                                                        appropriate, acted 
                                                        upon. 
                                --------------------  --------------------------------  ---------------------------- 
 Take into account               Fully compliant       Directors and employees           Go to www.sigroupplc.comand 
  wider stakeholder                                     adopt a broad view                follow About Us 
  and social responsibilities                           during decision making            then Corporate 
  and their implications                                to take meaningful                Social Responsibility 
  for long term                                         account of the impact 
  success                                               of our business on 
                                                        all key stakeholder 
                                                        groups. Feedback from 
                                                        employees, customer 
                                                        groups, suppliers 
                                                        and others is actively 
                                                        encouraged. 
                                --------------------  --------------------------------  ---------------------------- 
 Embed effective                 Fully compliant       The group operates                Principal Risks 
  risk management,                                      a system of internal              and Uncertainties 
  considering both                                      controls designed                 section of Annual 
  opportunities                                         (to the extent considered         Report 
  and threats,                                          appropriate) to safeguard 
  throughout the                                        group assets and protect 
  organisation                                          the business from 
                                                        identified risks, 
                                                        including risk to 
                                                        reputation. Financial 
                                                        risks, including adequacy 
                                                        of funding and exposure 
                                                        to foreign currencies, 
                                                        are identified and 
                                                        subject to examination 
                                                        during the annual 
                                                        external audit process. 
                                --------------------  --------------------------------  ---------------------------- 
 Maintain the                    Fully compliant       The board comprises               Board section 
  board as a well-functioning,                          seven directors; three            of Annual Report 
  balanced team                                         non-executive directors,          (commencing 2018). 
  led by the chair                                      three full time executive 
                                                        directors, and the 
                                                        Executive Chairman 
                                                        (whose responsibilities 
                                                        approximate to one 
                                                        day per week). Two 
                                                        of the non-executive 
                                                        directors are considered 
                                                        to be fully independent 
                                                        (Alistair Taylor and 
                                                        Paul Hardy). 
                                                        The board is supported 
                                                        by appropriate board 
                                                        committees which are 
                                                        each chaired by one 
                                                        of the independent 
                                                        non-executive directors. 
                                                        An annual record of 
                                                        attendance at board 
                                                        meetings will be included 
                                                        in the Annual Report 
                                                        at the conclusion 
                                                        of each year. 
                                --------------------  --------------------------------  ---------------------------- 
 Ensure that between             Fully compliant       The board is satisfied            Board section 
  them the directors                                    that the current composition      of Annual Report 
  have the necessary                                    provides the required             (commencing 2018). 
  up-to-date experience,                                degree of skills, 
  skills and capabilities                               experience, diversity 
                                                        and capabilities appropriate 
                                                        to the needs of the 
                                                        business. Steps are 
                                                        taken to challenge 
                                                        the status quo, and 
                                                        encourage proper consideration 
                                                        of any dissenting 
                                                        opinion. Board composition 
                                                        and succession planning 
                                                        are subject to continuous 
                                                        review taking account 
                                                        of the potential future 
                                                        needs of the business. 
                                --------------------  --------------------------------  ---------------------------- 
 Evaluate board                  Partially             Board evaluation has              N/A 
  performance based               compliant             not been carried out 
  on clear and                                          as part of a formal 
  relevant objectives,                                  process, although 
  seeking continuous                                    the Chairman has actively 
  improvement                                           encouraged self-evaluation 
                                                        by all board members, 
                                                        and feedback on the 
                                                        conduct and content 
                                                        of board meetings. 
                                                        The board will consider 
                                                        whether a more structured 
                                                        approach is required 
                                                        in future. 
                                --------------------  --------------------------------  ---------------------------- 
 Promote a corporate             Fully compliant       The board promotes                Go to www.sigroupplc.com 
  culture that                                          high ethical and moral            and follow About 
  is based on ethical                                   standards which are               Us then Our Business 
  values and behaviours                                 set out in the Mission            Activities 
                                                        Statement. The board 
                                                        and all employees 
                                                        expect to be judged 
                                                        by, and accountable 
                                                        for, their actions. 
                                                        The business operates 
                                                        in a highly regulated 
                                                        environment, which 
                                                        promotes the benefits 
                                                        of high moral standards 
                                                        and rewards good behaviour 
                                                        over the long term. 
                                --------------------  --------------------------------  ---------------------------- 
 Maintain governance             Fully compliant       The board as a whole              Board section 
  structures and                                        share responsibility              of Annual Report 
  processes that                                        for sound governance              (commencing 2018). 
  are fit for purpose                                   practices. The roles 
  and support good                                      and responsibilities 
  decision-making                                       of each of the directors 
  by the board                                          (including committee 
                                                        memberships) are clearly 
                                                        set out in their job 
                                                        descriptions and any 
                                                        particular responsibilities 
                                                        communicated and understood. 
                                --------------------  --------------------------------  ---------------------------- 
 Communicate how                 Fully compliant       Regular meetings with             Go to www.sigroupplc.com 
  the company is                                        shareholders and other            and follow Investor 
  governed and                                          key representative                Centre then Meetings 
  is performing                                         groups provide a specific         & Voting 
  by maintaining                                        opportunity for raising 
  a dialogue with                                       any concerns related              Board section 
  shareholders                                          to corporate governance,          of Annual Report 
  and other relevant                                    including any significant         (commencing 2018). 
  stakeholders                                          votes cast against 
                                                        or abstaining from 
                                                        shareholder resolutions. 
                                                        A record of meetings 
                                                        held to engage with 
                                                        shareholders will 
                                                        be included in each 
                                                        Annual Report. 
                                --------------------  --------------------------------  ---------------------------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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