TIDMJDG

RNS Number : 6622F

Judges Scientific PLC

23 March 2022

23 March 2022

Judges Scientific plc

("Judges Scientific", "Judges", the "Company" or the "Group")

FINAL RESULTS

Post-Covid recovery enables record performance

Judges Scientific (AIM:JDG), a group focused on acquiring and developing companies in the scientific instrument sector, announces its final results for the year ended 31 December 2021.

Key financials

 
Year ended 31 December                    2021         2020  Change 
---------------------------------  -----------  -----------  ------ 
Revenue                               GBP91.3m     GBP79.9m     14% 
---------------------------------  -----------  -----------  ------ 
Adjusted* operating profit            GBP18.8m     GBP14.4m     31% 
---------------------------------  -----------  -----------  ------ 
Adjusted* basic earnings per 
 share                                  238.1p       177.2p     34% 
---------------------------------  -----------  -----------  ------ 
Cash generated from operations        GBP19.6m     GBP14.6m     34% 
---------------------------------  -----------  -----------  ------ 
Final dividend per share                 47.0p        38.5p     22% 
---------------------------------  -----------  -----------  ------ 
Statutory operating profit            GBP15.6m     GBP10.2m     53% 
---------------------------------  -----------  -----------  ------ 
Statutory basic earnings per 
 share                                  201.0p       131.1p     53% 
---------------------------------  -----------  -----------  ------ 
 
As at:                             31 Dec 2021  31 Dec 2020 
---------------------------------  -----------  ----------- 
Adjusted* net cash/(debt) (excl. 
 IFRS 16)                              GBP1.4m    GBP(5.7)m 
---------------------------------  -----------  ----------- 
Cash balances                         GBP18.4m     GBP15.5m 
---------------------------------  -----------  ----------- 
Statutory net cash/(debt) (excl. 
 IFRS 16)                              GBP1.4m    GBP(5.7)m 
                                   -----------  ----------- 
 

Other financial highlights

   --      Organic** revenue increased 10% against 2020; 
   --      Organic** order intake up 25% compared with 2020; and 8.5% up compared with record 2019***; 
   --      Organic** order book at 22.6 weeks (2020: 14.7 weeks); total order book at 23.0 weeks; 
   --      New GBP60m five-year bank facility to provide greater acquisition financing capability; 

-- Proposed final dividend of 47p, totalling 66p for the year, an increase of 20%; covered 3.6 times by adjusted earnings.

Strategic Highlights

   --      Holding in Bordeaux Acquisition increased from 75.5% to 88%. 

Outlook

   --      More normalised trading environment resuming; 
   --      War in Ukraine further exacerbating supply chain issues; 
   --      Record order book is a strong indicator of further recovery. 

* Adjusted earnings figures exclude adjusting items relating to amortisation of acquired intangible assets, acquisition-related costs, share based payments and hedging of risks materialising after the end of the year. Adjusted net debt includes acquisition-related liabilities and excludes IFRS 16 liabilities.

** Organic describes the performance of the Group including businesses acquired prior to 1 January 2020.

*** For this measure only, Organic excludes the performance of Moorfield which was acquired in 2019.

Alex Hambro, Chairman of Judges Scientific, commented:

"I am pleased to report that your Group has delivered record revenue, profits, cash generation and dividends in a year which still presented challenges as a consequence of the pandemic. The resilience of the Group's business model and a good performance from recent acquisitions alongside the hard work by all our colleagues have enabled Judges to stage a solid recovery."

For further information please contact:

 
   Judges Scientific 
   David Cicurel, CEO                       Tel: +44 (0) 20 3829 
    Brad Ormsby, Group FD                    6970 
 
     Shore Capital (Nominated Adviser 
     & Broker) 
   Stephane Auton                           Tel: +44 (0) 20 7408 4090 
    Iain Sexton 
 
     Liberum (Joint Broker)                   Tel : +44 (0) 20 3100 2222 
     Bidhi Bhoma 
     William Hall 
 
     Media enquiries: 
     Alma PR (Financial Public Relations) 
   Sam Modlin                               Tel: +44 (0) 20 3405 0205 
    Rebecca Sanders-Hewett                   judges@almapr.co.uk 
    Justine James 
    Joe Pederzolli 
 

Notes to editors:

Judges Scientific plc (AIM: JDG), is a group focused on acquiring and developing companies in the scientific instrument sector. The Group currently consists of 19 businesses acquired since 2005.

The acquired companies are primarily UK-based with products sold worldwide to a diverse range of markets including: higher education institutions, scientific research facilities, manufacturers and regulatory authorities. The UK is a recognised centre of excellence for scientific instruments. The Group has received five Queen's Awards for innovation and export.

The Group's companies predominantly operate in global niche markets, with long term growth fundamentals and resilient margins.

Judges Scientific maintains a policy of selectively acquiring businesses that generate sustainable profits and cash. Shareholder returns are created through the reduction of debt, organic growth and dividends.

For further information, please visit www.judges.uk.com

CHAIRMAN'S STATEMENT

The Group demonstrated its resilience and adaptability in 2020 at the onset of the Covid-19 pandemic. Throughout 2021 we still had to navigate numerous challenges as the uncertainty caused by the pandemic continued to impact the world, with travel restrictions and new variants having to be managed. Despite this, the Group experienced progressive improvement enabling it to recover and to deliver, once again, record revenue, profit and cash generation supported by a record order intake. Notwithstanding the utterly deplorable events unfolding in Ukraine, we enter 2022 with cautious optimism as our business model has proven its resilience and the strength of our order book gives confidence for further recovery.

Generating attractive returns for our shareholders remains the core objective of the Group and as such the Board is pleased to be recommending a final dividend of 47p, making a total of 66p in respect of 2021, a 20% increase on the prior year (2020: 55p). Since the payment of the first dividend in respect of 2006, regular dividends have grown at a compound annual rate of 22.9% and total dividend distributions have aggregated to nearly six times the 2005 re-admission price of 100p.

Strategy

The Group's strategy remains unchanged, based as it is on creating shareholder returns through highly selective and carefully structured acquisitions, underpinned by the diversified, solid and growing earnings and cashflows arising from our existing businesses.

The Group's acquisition model is to acquire small/medium-sized scientific instrument manufacturers, paying a disciplined multiple of earnings and to finance any acquisition, ideally, through existing cash resources and/or bank borrowings. We are highly selective in seeking to acquire businesses with a focus on sustainable profits and cashflows, in order to obtain immediate and enduring earnings enhancement for our shareholders. It is paramount that acquisitions are completed only when the Directors are satisfied that the target business has sound underlying strength with robust and defensible margins.

Post-acquisition the Group provides a favourable environment for these businesses to continue to prosper. Much effort is invested into helping their autonomous management improve their operating metrics as organic growth and optimisation is an ever-growing component of shareholder returns.

As a result of the dependable growth of our Group, it has been possible to promptly reduce debt, thereby generating the financial resources necessary to reinvest in further acquisitions and reward shareholders with a progressively increasing dividend, subject always to our prudent approach to gearing.

The underlying market for scientific instrumentation remains robust and the sector's long-term growth drivers provide comfort that the Group will continue to deliver durable returns for our shareholders despite the potential for some short-term variability in performance. These long-term market drivers are rooted in the global expansion of higher education and the need for measurement tools to support the relentless worldwide search for optimisation and discovery across industry and science.

Our team

The Group's ability to deliver this record performance would not have been possible without our colleagues, all of whom have yet again worked very hard in a challenging environment in order to further develop our businesses and take full advantage of a gradual return toward normality. Whilst we remained impacted by the pandemic our 500-strong team continued to exercise caution and discipline to protect their colleagues and keep each other safe. I am sure our shareholders join the Board in thanking them for their continued dedication.

Alex Hambro

Chairman

22 March 2022

CHIEF EXECUTIVE'S REPORT

Whilst we started the 2021 financial year with renewed optimism looking forward to a more familiar environment as a consequence of the mass vaccination programmes, we still had to navigate external challenges throughout the year under review. The continued restrictions on travel were the biggest hurdle to overcome as our ability to visit customers and attend scientific conferences and trade conventions was hindered, as most were held virtually; and to a lesser extent, a number of our corporate customers retained freezes on capital expenditure. The Group was also not immune to the widely reported supply chain issues seen across the globe. These supply chain issues, which had been benign at the start of the pandemic, surfaced as an increasing but still manageable headwind. Despite these challenges our Group showed its resilience, delivering a strong recovery and a record performance.

With the constant changes in the UK Covid situation, the year was particularly suited to devolved local tactical improvements that the Group's structure and culture promotes so effectively. With each business seeing a different market situation, a varied degree of staff availability and Covid resilience, and with differing building layouts influencing options, each of our businesses responded differently. Given market conditions, some found that R&D could be accelerated, while others had to pause; some were able to upgrade their online presence and impact (including remote installations) while some markets resisted this. The fact that six of our businesses recorded not just full recoveries but all-time record profits suggests that many emerged from the pandemic fundamentally stronger than they entered it. The businesses have also become better at constantly sharing their challenges and successes, so that best practice can be continually developed across the Group, a fundamental part of our strategy as we look to drive organic growth. 2022 began with the widely reported component shortages and delivery restrictions, so whilst life is not completely back to normal, we will continue with our dedication to raise the operational bar across the Group: seeking to improve the less advanced production processes, upgrade the less integrated IT systems, and focus R&D efforts to deliver fewer but more targeted innovations more quickly.

Order intake

Order intake is the main driver of our business. With the easing of restrictions, intake improved throughout the year: Organic* intake was up 25% year-on-year in the first half and accelerated to maintain its advance at 25% for the year as a whole, in spite of tougher comparatives in the second half (H1 2020 intake suffered the worst effect of Covid). Organic** order intake progressed 8.5% against 2019, our previous record.

The best performance was recorded in North America (up 39%, following a 26% decline in 2020) followed by the Rest of the World (up 31% following a 25% decline), the UK (up 27% after growing 8% in 2020) and the Rest of Europe (up 22% after growing 3% in 2020). China/Hong Kong, which had receded 22% in 2020, stabilised and was broadly flat. The largest year-on-year absolute progress was achieved in the USA, followed by the UK, the Czech Republic, Japan, France, Germany and Australia. The Netherlands and Belgium showed the largest absolute declines after strong progress in 2020. Order intake still varied considerably from business to business and between scientific disciplines; all businesses except one grew from 2020 and among those servicing large corporate customers enforcing capex freezes, one staged a strong revival and one only improved late in the year.

As a result of the accelerating order intake, the Organic order book progressed from 16.1 weeks of budgeted sales on 30 June to 22.6 weeks at the year-end (31 December 2020: 14.7 weeks). The Group's total order book ended the year at 23.0 weeks.

* "Organic" in this report describes the performance of the Group excluding THT and Korvus as they were acquired since 1 January 2020.

** For this measure only, Organic excludes the performance of Moorfield which was acquired in 2019.

Revenues

Although Covid continued to challenge our operations, disruptions were less prevalent than in 2020 and alleviated as the year progressed; the use of the furlough scheme shrank strongly and many of our colleagues were able to return to their offices, although a degree of flexibility will endure. Installations remained disrupted by travel restrictions and logistic difficulties slowed down the recognition of some revenue. Global supply chain issues became more challenging; they were successfully managed albeit with some impact in terms of management effort, purchase prices, excess inventory and product redesign.

Group revenues for the financial year ended 31 December 2021 progressed from GBP79.9 million to GBP91.3 million, including Organic* growth of 10% and the full year contribution from the two acquisitions completed in 2020.

The Group continues to be a strong exporter and is well diversified across the globe, with 22% of the Group's revenues earned in North America, 32% in the Rest of Europe and 12% in China/Hong Kong. Organic revenues grew strongly in all regions except China/Hong Kong (down 28% after growing 18% in 2020). North America recovered 11% (down 32% in 2020), the Rest of the World grew 3% (down 18% in 2020), and the Rest of Europe 16% (down 3% in 2020); the UK, which had receded 6% in 2020, grew 43%.The most notable absolute swings were the UK (up GBP4 million), Germany (up GBP2 million), the USA (up GBP2 million) and the Czech Republic (up GBP1 million) whilst China/Hong Kong was down GBP3 million (up GBP2 million in 2020).

Profits

The most important driver of Judges' operating margins is volume. The strong recovery in Organic revenue, with some help from savings on travel and exhibitions still continuing, drove our EBITA margin before central costs to 25% (2020: 21.2%, 2019: 24%). Adjusted profit before tax and adjusting items progressed to a record GBP18.1 million (2020: GBP13.7 million, 2019: GBP17.0 million). All measures of profitability were flattered compared to previous years as, for the first time, GBP0.8 million of R&D expenditure was capitalised in compliance with IAS 38, with no meaningful amortisation to offset it. Organic operating contribution increased 28%. All the Group businesses increased their contribution except two, one of which had achieved its record in 2020; six companies achieved new record contribution in 2021. The operating subsidiaries combined produced a Return on Total Invested Capital of 28.3% (2020: 23.5%, 2019: 31.4%).

The Group continued to invest in the improvement of its existing products and the development of new products. Investment in research and development amounted to GBP6.2 million in 2021 (2020: GBP6.2 million), equivalent to 6.8% of Group revenue (2020: 7.7%).

The increase in pre-tax profits was replicated in earnings per share: Adjusted earnings per share progressed by 34% from 177.2p to 238.1p beating the 2019 record of 222.5p; adjusted fully diluted earnings per share similarly progressed to 234.9p (2020: 173.9p).

Corporate activity

The Group purchased a further 12.5% interest in Bordeaux Acquisition (the holding company for Deben UK and Oxford Cryosystems) for GBP1.8 million, bringing our ownership to 88%.

As a buy and build focused group, the acquisition of new businesses is a fundamental feature of Group strategy. Executing this effectively is key to ensure that long-term value is generated for shareholders. We retain a strict acquisition discipline and are highly selective in relation to both the acquisition cost and long-term quality of any potential addition to our Group.

The industry in which we operate contains a multitude of small global niches, as illustrated by the diverse nature of the new entrants to our Group. The UK is recognised in this arena as a centre of excellence for product innovation and manufacturing with world-leading businesses. Our Group has built a strong reputation over the past decade as an ethical, experienced and well-financed buyer and a supportive home for businesses in our sector whose owners wish to sell. We are trusted to act decisively and to complete deals under the initial terms agreed. For the businesses we acquire, the Group offers advice and support wherever necessary, stimulates intra-group cooperation, participates in succession planning and implements robust financial controls. We trust subsidiary management teams with the day-to-day running of their businesses. This has been a successful operating model for the Group, as management teams are given responsibility for their own destinies, as well as an environment in which they can thrive.

The uncertainty caused by Covid didn't encourage owners to offer their businesses for sale and the Group didn't complete any acquisitions during the year.

Cashflow

In spite of the build-up of precautionary stock, of logistical issues delaying revenue recognition and of receivables relating to outstanding installations, cash conversion was satisfactory at 104% (2020: 102%), with cash generated from operations of GBP19.6 million (2020: GBP14.6 million). As a result, year-end cash balances increased to GBP18.4 million from GBP15.5 million as at 31 December 2020. Adjusted net cash (excluding IFRS 16 lease liabilities but including sums still due in respect of acquisitions) at the year-end amounted to GBP1.4 million (2020: GBP5.7 million net debt).

Dividends

Your Board is recommending a final dividend of 47p per share subject to approval at the forthcoming Annual General Meeting on 24 May 2022, which will make a total distribution of 66p per share in respect of 2021 (2020: 55p per share). The total dividend per share is 3.6 times covered by adjusted earnings per share (2020: 3.2 times). Our policy of increasing the dividend by a minimum of 10% per year remains sustainable as long as we have ample cover.

The proposed final dividend, if approved by shareholders, will be payable on 8 July 2022 to shareholders on the register on 10 June 2022 and the shares will go ex-dividend on 9 June 2022.

The Company's shareholders are reminded that a Dividend Reinvestment Plan (DRIP) is in place to enable shareholders to automatically reinvest their dividends into additional Judges shares should they so wish.

Trading environment

The long-term fundamentals supporting demand for scientific instruments remain positive. Market demand is being driven primarily by the strong worldwide growth in higher education and the enduring pursuit of optimisation across science and industry, and of course optimisation requires measurement.

In parallel to these positive long-term trends, the markets across which Judges and its peers operate are characterised by a degree of shorter-term variability, influenced mostly by government spending, research funding, currency fluctuations and the business climate in major trading blocs, particularly the USA and China.

In the medium-term horizon the competing goals, in the various jurisdictions where the Group operates, of stimulating recovery and of reducing ballooning government deficits will increase uncertainty in worldwide research funding. It appears that re-emerging inflation may not be as temporary as proclaimed and higher interest rates could accentuate government deficits and bring back austerity, whilst higher interest rates may alter the competitive balance in M&A activity to the detriment of more highly geared participants.

As a large percentage of the Group's revenue is overseas, exchange rates have a significant influence on the Group's business: Judges' manufacturing costs are largely denominated in Sterling and most of its revenue originates from countries where the standard of value is the US Dollar (one half of total revenue) or the Euro (one third of total revenue). The currency movements since the run-up to the Brexit referendum vote have had a positive influence on our margins and our competitiveness; the recent resolution of the Brexit uncertainty might have improved the outlook for Sterling but exchange rates have continued to remain favourable to our Group.

Outlook

The long-term drivers for our business are as strong as ever and we remain confident in the Group's resilience and adaptability. The expectation of a year less dominated by Covid has been overshadowed with Europe being shaken by the Russian leadership's invasion of Ukraine. Whilst our direct exposure to Russia and Ukraine is limited (0.4% of group revenue over the past three years), the war is further exacerbating supply chain difficulties and may in future create competing claims for public funds across the world.

Nevertheless, the Group is starting the year with a record order book, order intake slightly ahead of the first 11 weeks of 2021 and a robust financial position, leaving it well equipped to pursue its unchanged strategy.

David Cicurel

Chief Executive

22 March 2022

FINANCE DIRECTOR'S REPORT

The Group's strategy is based on acquiring companies within the scientific instruments sector and continued profitable performance at its existing subsidiary businesses.

Key Performance Indicators

The Group's financial Key Performance Indicators, which are aligned with the ability to reduce acquisition debt and fund dividend payments to shareholders, are adjusted earnings per share, adjusted operating margins, return on total invested capital and cash conversion. We have a further non-financial KPI of Organic order intake which is the bellwether of future short-term financial performance. All five KPIs delivered well in 2021 as the Group has delivered a strongly profitable performance in returning to normal after the effects of Covid-19 in 2020.

 
                               2021     2020 
 Adjusted basic earnings 
  per share                  238.1p   177.2p 
                            -------  ------- 
 Adjusted operating 
  profit margin                 21%      18% 
                            -------  ------- 
 Return on total invested 
  capital                     28.3%    23.5% 
                            -------  ------- 
 Cash conversion               104%     102% 
                            -------  ------- 
 Organic order intake          +25%     -13% 
                            -------  ------- 
 

Revenue

Group revenues increased to GBP91.3 million, up 14% on the GBP79.9 million in 2020. Organic revenues grew by 10% (2020: Organic decline of 12%) as much improved order intake enabled higher throughput. The balance of the growth was provided by full year contributions from THT and Korvus, the businesses acquired in May 2020 and October 2020, respectively.

Across our two segments, Materials Sciences total revenues improved by GBP7.5 million to GBP40.7 million (2020: GBP33.2 million) whilst Vacuum revenues rose by GBP3.9 million to GBP50.6 million (2020: GBP46.7 million).

Profits

The improvement in revenue supported strong growth in profits and profitability. Adjusted operating profits increased by GBP4.4 million to GBP18.8 million, a 31% uplift and, due to the operational gearing of the Group, this also meant that the Group achieved operating margins of 21%, up from 18% in 2020. This shows the Group's good recovery from the challenges of the previous year and despite having to navigate the global supply chain challenges that the Group, amongst many others, faced in particular through the second half of this year.

Compared with the pre Covid-19 performance in 2019, on the face of it the results are better, with adjusted operating profit up GBP1.4 million. However it is important to appreciate a few items that affect this comparison. Firstly, we have acquired 3 businesses since December 2019; secondly we have incurred lower travel and marketing costs as a result of the inability to travel; and thirdly, this year, for the first time, we have also capitalised GBP0.8 million of internally generated development costs; all of which flatter any comparison to 2019.

Average sterling rates strengthened in 2021, as an example by around 7% against the US Dollar, which was a minor drag on our performance, but overall rates remained at a beneficial level for the Group and we enter 2022 with the environment remaining fairly aligned with 2021. Adjusted profit before tax was GBP18.1 million compared to GBP13.7 million in 2020, an increase of 32%.

Statutory operating profit increased to GBP15.6 million (2020: GBP10.2 million), and statutory profit before tax was GBP14.9 million compared to GBP9.5 million in 2020.

Capitalisation of development costs

This year for the first time, in accordance with IAS 38, we were required to capitalise GBP0.8 million of our total R&D expense relating to development of new or significantly improved products. The related amortisation on these amounts capitalised is GBP0.0 million. This has had the effect of artificially improving our result for the year by approximately 10 pence of earnings per share. As products are completed, their development costs will be amortised through the income statement over the next three years. We are likely to have a materially similar run rate of capitalisation over the coming years, so whilst there has been a performance-enhancing effect on the results this year, this effect will diminish over the next two to three years.

Adjusting items

The total pre-tax adjusting items of GBP3.2 million were recorded in 2021 (2020: GBP4.2 million). The main constituents were amortisation of intangible assets recognised upon acquisition of GBP2.6 million (2020: GBP3.2 million), lower due to no acquisitions having completed in 2021 and hence also GBPnil of acquisition costs (2020: GBP0.6 million).

Finance costs

Net finance costs (excluding adjusting items) totalled GBP0.7 million (2020: GBP0.6 million) arising from the Group's existing debt. Given recent increases to Bank of England interest rates, this will likely mean that interest costs will remain relatively stable despite amounts being repaid. Statutory net finance costs were GBP0.8 million (2020: GBP0.7 million), the GBP0.1 million difference between the statutory and adjusted figures is attributable to the net finance cost arising from the defined benefit pension scheme acquired with Armfield in 2015.

Taxation

The Group's tax charge arising from adjusted profit before tax was GBP2.8 million (2020: GBP2.0 million). The effective tax rate on adjusted profits is 15.2% compared with 14.8% in the prior year and this increase reflects relatively stable benefits from research and development tax credits set against the significant growth in profits this year.

The effective tax rate is influenced by the wider regime of low UK and US corporate tax rates and by claims for UK research and development tax credits. The Group benefits from a tax rate lower than the standard UK corporation rate as we continue to invest heavily in R&D, although now that the Group exceeds 500 full-time equivalent employees, we will in future move into the large companies R&D scheme which provides a lower level of credit against the standard UK corporate rate, which itself is also due to substantially rise in the coming years.

Earnings per share

Adjusted basic earnings per share increased from 177.2p to 238.1p, an increase of 34% and adjusted diluted earnings per share was 35% higher at 234.9p (2020: 173.9p).

Statutory basic earnings per share, after reflecting adjusting items which are influenced by the amortisation of intangible assets arising from recent acquisitions, was 201.0p (2020: 131.1p) and statutory diluted earnings per share totalled 198.2p (2020: 128.7p).

Order intake

Organic order intake was pleasingly 25% ahead of the Covid-19 affected prior year and was strong throughout 2021. This allowed our businesses to finish rebuilding their order books and then deliver higher performance as we progressed through the year. Your Board considers order intake and the resultant year-end order book as an important bellwether to the Group's ability to achieve its expected results, and this strong intake resulted in a closing Organic order book at 31 December 2021 of 22.6 weeks of budgeted sales (31 December 2020: 14.7 weeks). Total order book was 23.0 weeks, including THT and Korvus, giving a healthy platform to commence 2022.

Return on Capital

The Group closely monitors the return it derives on the capital invested in its subsidiaries. The annual rate of Return on Total Invested Capital ("ROTIC") at 31 December 2021 reflected a good recovery throughout 2021 and hence ROTIC improved to 28.3% (2020: 23.5%). There is still room to improve this, and it reflects that not all our businesses are back operating at their full potential following the pandemic.

The annual rate of ROTIC is calculated by comparing attributable earnings excluding central costs, adjusting items and before interest, tax and amortisation ("EBITA") with the amounts invested in plant and equipment, net current assets (excluding cash) and unamortised intangible assets and goodwill (as recognised at the initial acquisition date).

ROTIC is influenced by the overall performance of our businesses and the size of, and multiple paid for, acquisitions. We always strive to improve Group ROTIC whilst accepting the inevitable downward pressure on overall returns that would arise from acquiring businesses at multiples higher than 3 times.

Dividends

For the financial year ended 31 December 2021 the Company paid an interim dividend of 19.0p per share in November 2021. Following a good performance in 2021, the Board is recommending a final dividend of 47.0p per share giving a 20% increase in the total dividend for the year of 66.0p per share (2020: 55.0p per share). Dividend cover is approximately 3.6 times adjusted earnings per share.

Your Group's policy is to pay a progressively increasing dividend covered by earnings provided the Group retains sufficient cash and borrowing resources with which to pursue its longstanding acquisition strategy.

Headcount

The Group's full time equivalent (FTE) employees for 2021 stood at 519 (2020: 499). This growth reflects the full year contribution from our 2020 acquisitions and also a return to recruitment to support the Group's long-term growth strategy.

Share capital and share options

The Group's issued share capital at 31 December 2021 totalled 6,318,415 Ordinary shares (2020: 6,299,163). The shares issued during 2021 arose from the exercise of share options by various members of staff during the year.

Share options issued during the year under the 2015 scheme totalled 60,986 (2020: 6,151) and the total share options in issue at the year-end under both the 2005 and 2015 schemes amounted to 201,460 (2020: 160,026).

Defined benefit pension scheme

The Group has a defined benefit pension scheme which was acquired with Armfield in 2015. This scheme has been closed to new members from 2001 and closed to new accrual in 2006. The next triennial full actuarial valuation will be in 2023 and the current annual contributions to the scheme are GBP0.4 million. The Group accounts for post-retirement benefits in accordance with IAS 19 Employment Benefits. The Consolidated balance sheet reflects the net deficit on the pension scheme, based on the market value of the assets of the scheme and the valuation of liabilities using year end AA corporate bond yields. At 31 December 2021, the pension liability (net of deferred tax) was GBP1.0 million (31 December 2020: GBP2.7 million). This reduction to the net liability primarily resulted from the deficit reduction payments, good fund asset performance and an increase to the discount rates. Armfield takes its responsibility seriously to ensure the pension is adequately funded whilst also continuing to review appropriate deficit control strategies.

Cashflow and net debt

The Group has an enduring track record of converting profits into cash and this year's profitable trading delivered a strong cash performance with cash generated from operations of GBP19.6 million (2020: GBP14.6 million), and a high conversion rate of adjusted operating profit into cash of 104% (2020: 102%). This was achieved despite having to invest in our inventory levels following the growing challenges with global supply chain issues and still experiencing delays in collections due to ongoing restrictions which impacted on our ability to travel to customers to complete installations and training across the world and consequently be paid upon completion.

Total capital expenditure on property, plant and equipment amounted to GBP2.7 million (2020: GBP1.3 million). This figure is higher than usual due to a GBP1.3 million property purchase to enable the relocation of Oxford Cryosystems from two small units into a single building, and from utilising the Government's special investment allowance. Year-end cash balances totalled GBP18.4 million (2020: GBP15.5 million).

The Group ended 2021 with net cash (excluding IFRS 16 liabilities) of GBP1.4 million compared with GBP5.7 million of adjusted net debt at the end of 2020. Gearing, calculated as the proportion of net cash/debt compared to adjusted operating profit, at 31 December 2021 was -0.07 times (2020: 0.40 times). We remain committed to maintaining a conservative gearing position whilst at the same time taking the opportunities of acquiring strong, sound businesses at disciplined multiples. The GBP7.1 million growth in net cash is a result of the strong 2021 performance offset partially by the investments in capital expenditure (GBP2.7 million), settling corporate taxes (GBP2.2 million), the continuation of our policy of paying progressively increasing dividends to shareholders (GBP3.6 million in 2021) and a GBP1.8 million outlay on acquiring additional shares in Bordeaux.

The Group's financial position continues to be a strength and we have suitable banking facilities to support inorganic growth. On 26 May 2021 the Group entered into new banking facilities ("Facility") with Lloyds Banking Group plc (the "Bank") for an aggregate GBP60.0 million, which replaced its previous GBP35.0 million banking arrangements. The new Facility will provide the Group, in support of its buy and build strategy, with greater acquisition capacity, both in terms of higher frequency and/or larger deals.

The Facility consists of a GBP19.0 million term loan ("Term Loan"), a committed GBP35.0 million revolving credit facility ("RCF") plus a GBP6.0 million uncommitted accordion facility, which can be drawn at the discretion of the Bank. The Term Loan amortises on a straight line basis over the Borrowing Term by quarterly instalments. The RCF is repayable in a bullet at the end of the Borrowing Term.

The Facility has a five year term ("Borrowing Term") with interest consistent with previous banking arrangements and likewise with banking covenants, namely:

   --      Gearing no greater than 2.5 times Adjusted EBITDA 
   --      Interest cover no less than 3 times; and 

-- Adjusted EBITDA cover of greater than GBP7.5 million plus 75% of any future acquired company's adjusted EBITDA.

The accordion increases by the amount paid off the Term Loan, keeping the overall Facility at GBP60.0 million throughout the Borrowing Term.

The existing lending facilities via Bordeaux Acquisition Limited the Group's 88% owned subsidiary remain unchanged. Bordeaux owns the trading companies of Deben UK Limited and Oxford Cryosystems Limited.

At the year end the Term Loan was GBP16.1 million (2020: GBP4.5 million) and the RCF was undrawn (2020: GBP15.0 million), with GBP35.0 million available to drawdown for future acquisitions. At 31 December 2021, repayments on the Bordeaux loan had reduced the outstanding balance to GBP0.9 million (2020: GBP1.7 million).

The ongoing long-term support of Lloyds Bank is greatly appreciated and continues to provide the Group with major capacity to capitalise on opportunities to support the Group's buy and build strategy.

Overall 2021 was a positive year for the Group. Thanks to the outstanding efforts by all our team, we achieved a strong performance with excellent cash generation despite having to battle through many problems caused by the global supply chain issues and the enduring uncertainty surrounding the Covid-19 pandemic and its many variants. The Group remains in a strong position, with a healthy balance sheet, robust opening order book with which to start 2022 and significant available borrowing capacity, and is therefore well positioned to continue its strategy of achieving growth in earnings via selective acquisitions of strong niche businesses in the scientific instruments sector, alongside the ongoing performance of its existing businesses.

Brad Ormsby

Group Finance Director

22 March 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 31 DECEMBER 2021

 
                                                                          2021                                  2020 
                                     Note                  Adjusting 
                                              Adjusted         items     Total  Adjusted  Adjusting items      Total 
                                                GBP000        GBP000    GBP000    GBP000           GBP000     GBP000 
 
Revenue                            2            91,289             -    91,289    79,865                -     79,865 
Operating costs                    2          (72,512)       (3,158)  (75,670)  (65,508)          (4,191)   (69,699) 
Operating profit/(loss)                         18,777       (3,158)    15,619    14,357          (4,191)     10,166 
Interest income                                      2             -         2        14                -         14 
Interest expense                                 (713)          (48)     (761)     (654)             (53)      (707) 
Profit/(loss) before tax                        18,066       (3,206)    14,860    13,717          (4,244)      9,473 
Taxation (charge)/credit                       (2,753)           797   (1,956)   (2,029)            1,204      (825) 
Profit/(loss) for the year                      15,313       (2,409)    12,904    11,688          (3,040)      8,648 
                                           ===========  ============  ========  ========  ===============  ========= 
Attributable to: 
Owners of the parent                            15,027       (2,345)    12,682    11,108          (2,888)      8,220 
Non-controlling interests                          286          (64)       222       580            (152)        428 
 
Profit/(loss) for the year                      15,313       (2,409)    12,904    11,688          (3,040)      8,648 
                                           -----------  ------------  --------  --------  ---------------  --------- 
 
Other comprehensive income 
Items that will not be reclassified subsequently to profit or loss 
Retirement benefits actuarial gain/(loss)                              1 , 445                             (1,3 78 ) 
Deferred tax on retirement benefits actuarial gain/(loss)                (206)                                   286 
Items that may be reclassified subsequently to profit or loss 
Exchange differences on translation of foreign subsidiaries                 22                                  (82) 
                                                                      --------                             --------- 
Other comprehensive income for the year, net of tax                     1 ,261                               (1,174) 
                                                                      --------                             --------- 
Total comprehensive income for the year                                 14,165                                 7,474 
                                                                      ========                             ========= 
Attributable to: 
Owners of the parent                                                    13,943                                 7,046 
Non-controlling interests                                                  222                                   428 
                                                                      ========                             ========= 
 
 
Earnings per share - adjusted   Pence  Pence 
Basic                          1238.1  177.2 
Diluted                        1234.9  173.9 
                                =====  ===== 
 
Earnings per share - total 
Basic                          1201.0  131.1 
Diluted                        1198.2  128.7 
                                =====  ===== 
 

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2021

 
                                                   2021      2020 
                                                 GBP000    GBP000 
--------------------------------------------   --------  -------- 
ASSETS 
Non-current assets 
Goodwill                                         18,713    18,713 
Other intangible assets                           5,056     6,909 
Property, plant and equipment                     8,254     6,678 
Right-of-use leased assets                        4,186     5,125 
Deferred tax assets                               3,081     2,153 
---------------------------------------------  --------  -------- 
                                                 39,290    39,578 
 --------------------------------------------  --------  -------- 
Current assets 
Inventories                                      14,133    12,585 
Trade and other receivables                      17,146    14,340 
Cash and cash equivalents                        18,408    15,523 
---------------------------------------------  --------  -------- 
                                                 49,687    42,448 
 --------------------------------------------  --------  -------- 
Total assets                                     88,977    82,026 
---------------------------------------------  --------  -------- 
LIABILITIES 
Current liabilities 
Trade and other payables                       (19,373)  (15,828) 
Borrowings                                      (4,657)   (3,857) 
Right-of-use lease liabilities                    (887)     (947) 
Current tax liabilities                         (1,726)   (1,539) 
---------------------------------------------  --------  -------- 
                                               (26,643)  (22,171) 
 --------------------------------------------  --------  -------- 
Non-current liabilities 
Borrowings                                     (12,351)  (17,358) 
Right-of-use lease liabilities                  (3,420)   (4,209) 
Deferred tax liabilities                        (1,845)   (1,945) 
Retirement benefit obligations                  (1,324)   (3,295) 
---------------------------------------------  --------  -------- 
                                               (18,940)  (26,807) 
 --------------------------------------------  --------  -------- 
Total liabilities                              (45,583)  (48,978) 
---------------------------------------------  --------  -------- 
Net assets                                       43,394    33,048 
---------------------------------------------  --------  -------- 
EQUITY 
Share capital                                       316       315 
Share premium account                            16,667    16,429 
Other reserves                                    1,999     1,977 
Retained earnings                                23,794    13,469 
---------------------------------------------  --------  -------- 
Equity attributable to owners of the parent 
 company                                         42,776    32,190 
---------------------------------------------  --------  -------- 
Non-controlling interests                           618       858 
---------------------------------------------  --------  -------- 
Total equity                                     43,394    33,048 
---------------------------------------------  --------  -------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 DECEMBER 2021

 
                                                                                 Total 
                                                                          attributable 
                                                                             to owners 
                                  Share     Share      Other   Retained             of  Non-controlling    Total 
                                capital   premium   reserves   earnings     the parent        interests   equity 
                                 GBP000    GBP000     GBP000     GBP000         GBP000           GBP000   GBP000 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
At 1 January 2021                   315    16,429      1,977     13,469         32,190              858   33,048 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
Dividends                             -         -          -    (3,630)        (3,630)                -  (3,630) 
Change in non-controlling 
 interest                             -         -          -    (1,371)        (1,371)            (462)  (1,833) 
Issue of share capital                1       238          -          -            239                -      239 
Purchase of own shares 
 for Company reward 
 scheme                               -         -          -       (53)           (53)                -     (53) 
Deferred tax on share-based 
 payments                             -         -          -        823            823                -      823 
Share-based payments                  -         -          -        635            635                -      635 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
Transactions with owners              1       238          -    (3,596)        (3,357)            (462)  (3,819) 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
Profit for the year                   -         -          -     12,682         12,682              222   12,904 
Retirement benefit 
 actuarial loss                       -         -          -      1,239          1,239                -    1,239 
Foreign exchange differences          -         -         22          -             22                -       22 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
Total comprehensive 
 income for the year                  -         -         22     13,921         13,943              222   14,165 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
At 31 December 2021                 316    16,667      1,999     23,794         42,776              618   43,394 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
 
At 1 January 2020                   311    15,453      2,059     10,048         27,871              821   28,692 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
Dividends                             -         -          -    (3,231)        (3,231)                -  (3,231) 
Change in non-controlling 
 interest                             -         -          -      (680)          (680)            (391)  (1,071) 
Issue of share capital                4       976          -          -            980                -      980 
Deferred tax on share-based 
 payments                             -         -          -      (113)          (113)                -    (113) 
Share-based payments                  -         -          -        317            317                -      317 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
Transactions with owners              4       976          -    (3,707)        (2,727)            (391)  (3,118) 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
Profit for the year                   -         -          -      8,220          8,220              428    8,648 
Retirement benefit 
 actuarial loss                       -         -          -    (1,092)        (1,092)                -  (1,092) 
Foreign exchange differences          -         -       (82)          -           (82)                -     (82) 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
Total comprehensive 
 income for the year                  -         -       (82)      7,128          7,046              428    7,474 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
At 31 December 2020                 315    16,429      1,977     13,469         32,190              858   33,048 
-----------------------------  --------  --------  ---------  ---------  -------------  ---------------  ------- 
 

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEARED 31 DECEMBER 2021

 
                                                                2021      2020 
                                                              GBP000    GBP000 
----------------------------------------------------------  --------  -------- 
Cashflows from operating activities 
Profit after tax                                              12,904     8,648 
Adjustments for: 
   Financial instruments measured at fair value: 
            Hedging contracts                                  (190)        72 
   Share-based payments                                          635       317 
   Depreciation of property, plant and equipment               1,039       926 
   Depreciation of right-of-use leased assets                  1,066       935 
   Amortisation of acquired intangible assets                  2,638     3,179 
   Amortisation of internally generated intangible assets         11         - 
   Profit on disposal of property, plant and equipment          (37)       (4) 
   Interest income                                               (2)      (14) 
   Interest expense                                              516       464 
   Interest payable on right-of-use lease liabilities            197       190 
   Retirement benefit obligation net finance cost                 48        53 
   Contributions to defined benefit plans                      (574)     (236) 
   Tax expense recognised in Consolidated Statement of 
    Comprehensive Income                                       1,956       825 
   Decrease/(increase) in inventories                        (1,548)     1,099 
   (Increase)/decrease in trade and other receivables        (2,806)   (1,232) 
   (Decrease)/increase in trade and other payables             3,726     (598) 
----------------------------------------------------------  --------  -------- 
Cash generated from operations                                19,579    14,624 
Tax paid                                                     (2,180)   (2,377) 
----------------------------------------------------------  --------  -------- 
Net cash from operating activities                            17,399    12,247 
----------------------------------------------------------  --------  -------- 
Cashflows from investing activities 
----------------------------------------------------------  --------  -------- 
Paid on acquisition of subsidiaries                                -   (8,857) 
Payment of deferred consideration                                  -   (3,922) 
Gross cash inherited on acquisition                                -     1,363 
----------------------------------------------------------  --------  -------- 
Acquisition of subsidiaries, net of cash acquired                  -  (11,416) 
Purchase of property, plant and equipment                    (2,652)   (1,268) 
Capitalised development costs                                  (796)         - 
Proceeds on disposal of property, plant and equipment             74        14 
Interest received                                                  2        14 
----------------------------------------------------------  --------  -------- 
Net cash used in investing activities                        (3,372)  (12,656) 
----------------------------------------------------------  --------  -------- 
Cashflows from financing activities 
Proceeds from issue of share capital                             239       980 
Purchase of own shares for Company reward scheme                (53)         - 
Finance costs paid                                             (516)     (468) 
Repayments of borrowings*                                    (4,207)   (7,857) 
Repayment of subordinated loan notes                               -     (190) 
Repayments of right-of-use lease liabilities                 (1,164)   (1,108) 
Proceeds from bank loans*                                          -    14,816 
Equity dividends paid                                        (3,630)   (3,231) 
Share repurchase - non-controlling interest in subsidiary    (1,833)   (1,071) 
----------------------------------------------------------  --------  -------- 
Net cash used in financing activities                       (11,164)     1,871 
----------------------------------------------------------  --------  -------- 
Net change in cash and cash equivalents                        2,863     1,462 
Cash and cash equivalents at the start of the year            15,523    14,123 
Exchange movements                                                22      (62) 
----------------------------------------------------------  --------  -------- 
Cash and cash equivalents at the end of the year              18,408    15,523 
----------------------------------------------------------  --------  -------- 
 

* On 25 May 2021, GBP19.0 million of outstanding loans were repaid and simultaneously reborrowed as the Group renewed its banking facilities. On 29 June 2020, GBP5.0 million was borrowed as a working capital buffer, and was subsequently repaid in December 2020.

NOTES TO THE FINAL RESULTS ANNOUNCEMENT

FOR THE YEARED 31 DECEMBER 2021

   1.         Earnings per share 
 
                                                       2021     2020 
                                              Note   GBP000   GBP000 
--------------------------------------------  ----  -------  ------- 
Profit attributable to owners of the parent 
Adjusted profit                                      15,027   11,108 
Adjusting items                                  3  (2,345)  (2,888) 
--------------------------------------------  ----  -------  ------- 
Profit for the year                                  12,682    8,220 
--------------------------------------------  ----  -------  ------- 
 
 
                                 Pence  Pence 
------------------------------   -----  ----- 
Earnings per share - adjusted 
Basic                            238.1  177.2 
Diluted                          234.9  173.9 
Earnings per share - total 
Basic                            201.0  131.1 
Diluted                          198.2  128.7 
-------------------------------  -----  ----- 
 
 
                                                    Number     Number 
----------------------------------------------   ---------  --------- 
Issued Ordinary shares at the start of the 
 year                                            6,299,163  6,226,291 
Movement in Ordinary shares during the year         19,252     72,872 
-----------------------------------------------  ---------  --------- 
Issued Ordinary shares at the end of the year    6,318,415  6,299,163 
-----------------------------------------------  ---------  --------- 
Weighted average number of shares in issue       6,310,608  6,269,437 
Dilutive effect of share options                    87,786    117,551 
-----------------------------------------------  ---------  --------- 
Weighted average shares in issue on a diluted 
 basis                                           6,398,394  6,386,988 
-----------------------------------------------  ---------  --------- 
 

Adjusted basic earnings per share is calculated on the adjusted profit, which excludes any adjusting items, attributable to the Company's shareholders divided by the weighted average number of shares in issue during the year.

Adjusted diluted earnings per share is calculated on the adjusted basic earnings per share, adjusted to allow for the issue of Ordinary shares on the assumed conversion of all dilutive share options and any other dilutive potential Ordinary shares. The calculation is based on the treasury method prescribed in IAS 33. This calculates the theoretical number of shares that could be purchased at the average middle market price in the period out of the proceeds of the notional exercise of outstanding options. The difference between this theoretical number and the actual number of shares under option is deemed liable to be issued at nil value and represents the dilution.

Total earnings per share are calculated as above whilst substituting total profit for adjusted profit.

NOTES TO THE FINAL RESULTS ANNOUNCEMENT

FOR THE YEARED 31 DECEMBER 2021

   2.         Segmental analysis 
 
                                       Materials            Unallocated 
For the year ended 31 December          Sciences    Vacuum        items     Total 
 2021                            Note     GBP000    GBP000       GBP000    GBP000 
-------------------------------  ----  ---------  --------  -----------  -------- 
Revenue                                   40,716    50,573            -    91,289 
Operating costs                         (33,251)  (35,531)      (3,730)  (72,512) 
-------------------------------  ----  ---------  --------  -----------  -------- 
Adjusted operating profit                  7,465    15,042      (3,730)    18,777 
Adjusting items                     3                                     (3,158) 
-------------------------------  ----  ---------  --------  -----------  -------- 
Operating profit                                                           15,619 
Net interest expense                                                        (759) 
-------------------------------  ----  ---------  --------  -----------  -------- 
Profit before tax                                                          14,860 
Income tax charge                                                         (2,061) 
-------------------------------  ----  ---------  --------  -----------  -------- 
Profit for the year                                                        12,799 
-------------------------------  ----  ---------  --------  -----------  -------- 
 
 
                                       Materials            Unallocated 
For the year ended 31 December          Sciences    Vacuum        items     Total 
 2020                            Note     GBP000    GBP000       GBP000    GBP000 
-------------------------------  ----  ---------  --------  -----------  -------- 
Revenue                                   33,210    46,655            -    79,865 
Operating costs                         (28,341)  (34,564)      (2,603)  (65,508) 
-------------------------------  ----  ---------  --------  -----------  -------- 
Adjusted operating profit                  4,869    12,091      (2,603)    14,357 
Adjusting items                     3                                     (4,191) 
-------------------------------  ----  ---------  --------  -----------  -------- 
Operating profit                                                           10,166 
Net interest expense                                                        (693) 
-------------------------------  ----  ---------  --------  -----------  -------- 
Profit before tax                                                           9,473 
Income tax charge                                                           (825) 
-------------------------------  ----  ---------  --------  -----------  -------- 
Profit for the year                                                         8,648 
-------------------------------  ----  ---------  --------  -----------  -------- 
 

Unallocated items relate to the Group's head office costs.

Segment assets and liabilities

 
                                      Materials            Unallocated 
                                       Sciences    Vacuum        items     Total 
At 31 December 2021                      GBP000    GBP000       GBP000    GBP000 
------------------------------------  ---------  --------  -----------  -------- 
Assets                                   27,087    35,671       26,219    88,977 
Liabilities                            (13,423)  (11,873)     (20,287)  (45,583) 
------------------------------------  ---------  --------  -----------  -------- 
Net assets                               13,664    23,798        5,932    43,394 
------------------------------------  ---------  --------  -----------  -------- 
Capital expenditure                         384     2,253           15     2,652 
Depreciation of property, plant and 
 equipment                                  362       624           53     1,039 
Depreciation of right-of-use leased 
 assets                                     536       474           56     1,066 
Amortisation of acquired intangible 
 assets                                   1,070     1,568            -     2,638 
------------------------------------  ---------  --------  -----------  -------- 
 
 
                                      Materials            Unallocated 
                                       Sciences    Vacuum        items     Total 
At 31 December 2020                      GBP000    GBP000       GBP000    GBP000 
------------------------------------  ---------  --------  -----------  -------- 
Assets                                   23,566    31,713       26,747    82,026 
Liabilities                            (11,468)  (11,702)     (25,808)  (48,978) 
------------------------------------  ---------  --------  -----------  -------- 
Net assets                               12,098    20,011          939    33,048 
------------------------------------  ---------  --------  -----------  -------- 
Capital expenditure                         355       902           11     1,268 
Depreciation of property, plant and 
 equipment                                  285       591           50       926 
Depreciation of right-of-use leased 
 assets                                     465       413           57       935 
Amortisation of acquired intangible 
 assets                                   1,345     1,834            -     3,179 
------------------------------------  ---------  --------  -----------  -------- 
 

Unallocated items are borrowings, intangible assets and goodwill arising on acquisition, deferred tax, defined benefit obligations and parent company net assets. There are no material assets outside the UK.

NOTES TO THE FINAL RESULTS ANNOUNCEMENT

FOR THE YEARED 31 DECEMBER 2021

   2.     Segmental analysis (continued) 

Analysis of revenue by geographical areas

 
                               Revenue                Non-current assets 
                      --------------------------  -------------------------- 
                           Year to       Year to       Year to       Year to 
                       31 December   31 December   31 December   31 December 
                              2021          2020          2021          2020 
Geographic analysis         GBP000        GBP000        GBP000        GBP000 
--------------------  ------------  ------------  ------------  ------------ 
UK (domicile)               14,776        10,167        38,862        39,288 
Rest of Europe              29,488        24,784             -             - 
North America               20,034        17,289           217           290 
China/Hong Kong             11,103        13,721             -             - 
Rest of the World           15,888        13,904             -             - 
--------------------  ------------  ------------  ------------  ------------ 
                            91,289        79,865        39,079        39,578 
--------------------  ------------  ------------  ------------  ------------ 
 

Segmental revenue is presented on the basis of the destination of the goods where known, otherwise the geographical location of customers is utilised.

Analysis of revenue by performance obligation

 
                                                     2021     2020 
                                                   GBP000   GBP000 
------------------------------------------------  -------  ------- 
Sale of goods, recognised at a point in time       87,622   77,316 
Sale of services, recognised at a point in time     3,259    2,338 
Sale of services, recognised over time                408      211 
------------------------------------------------  -------  ------- 
                                                   91,289   79,865 
------------------------------------------------  -------  ------- 
 

No customer makes up more than 10% of the Group's revenues.

   3.             Adjusting items 
 
                                                           2021     2020 
                                                         GBP000   GBP000 
------------------------------------------------------  -------  ------- 
Amortisation of acquired intangible assets                2,638    3,179 
Financial instruments measured at fair value: hedging 
 contracts                                                (190)       72 
Share-based payments                                        635      317 
Employment taxes arising from share-based payments           90       64 
Acquisition costs                                          (15)      559 
------------------------------------------------------  -------  ------- 
Total adjusting items in operating profit                 3,158    4,191 
------------------------------------------------------  -------  ------- 
Retirement benefits obligation net interest cost             48       53 
------------------------------------------------------  -------  ------- 
Total adjusting items                                     3,206    4,244 
------------------------------------------------------  -------  ------- 
Taxation                                                  (797)  (1,204) 
------------------------------------------------------  -------  ------- 
Total adjusting items net of tax                          2,409    3,040 
------------------------------------------------------  -------  ------- 
Attributable to: 
Owners of the parent                                      2,345    2,888 
Non-controlling interest                                     64      152 
------------------------------------------------------  -------  ------- 
                                                          2,409    3,040 
------------------------------------------------------  -------  ------- 
 

NOTES TO THE FINAL RESULTS ANNOUNCEMENT

FOR THE YEAR ENDED 31 DECEMBER 2021

   4.     Other intangible assets 
 
                          Internally                              Acquired    Acquired 
                           generated       Acquired                  sales   brand and        Acquired 
                         development   distribution     Acquired     order      domain        customer 
                               costs     agreements   technology   backlog       names   relationships    Total 
                              GBP000         GBP000       GBP000    GBP000      GBP000          GBP000   GBP000 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
Gross carrying amount 
1 January 2020                     -          3,784       10,539     4,907      12,774           9,080   41,084 
Acquisitions                       -              -        2,100       500         830           2,200    5,630 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
31 December 2020                   -          3,784       12,639     5,407      13,604          11,280   46,714 
Additions                        796              -            -         -           -               -      796 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
31 December 2021                 796          3,784       12,639     5,407      13,604          11,280   47,510 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
Amortisation 
1 January 2020                     -          3,384        8,612     4,788      11,266           8,576   36,626 
Charge for the year                -            208        1,057       586         772             556    3,179 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
31 December 2020                   -          3,592        9,669     5,374      12,038           9,132   39,805 
Charge for the year               11            100          964        33         648             893    2,649 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
31 December 2021                  11          3,692       10,633     5,407      12,686          10,025   42,454 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
Carrying amount 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
At 31 December 2021              785             92        2,006         -         918           1,255    5,056 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
At 31 December 2020                -            192        2,970        33       1,566           2,148    6,909 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
At 31 December 2019                -            400        1,927       119       1,508             504    4,458 
----------------------  ------------  -------------  -----------  --------  ----------  --------------  ------- 
 
   5.     Borrowings and net debt 

Borrowings mature as follows:

 
                                              Bank 
                                             loans 
31 December 2021                            GBP000 
----------------------------------------  -------- 
Repayable in less than six months            2,504 
Repayable in months seven to twelve          2,481 
----------------------------------------  -------- 
Current portion of long-term borrowings      4,985 
Repayable in years one to five              12,810 
----------------------------------------  -------- 
Total borrowings                            17,795 
Less: interest included above                (787) 
Less: cash and cash equivalents           (18,408) 
----------------------------------------  -------- 
Total net cash                             (1,400) 
----------------------------------------  -------- 
 
 
                                          Bank loans 
31 December 2020                              GBP000 
----------------------------------------  ---------- 
Repayable in less than six months              2,115 
Repayable in months seven to twelve            2,100 
----------------------------------------  ---------- 
Current portion of long-term borrowings        4,215 
Repayable in years one to five                17,704 
----------------------------------------  ---------- 
Total borrowings                              21,919 
Less: interest included above                  (704) 
Less: cash and cash equivalents             (15,523) 
----------------------------------------  ---------- 
Total net debt                                 5,692 
----------------------------------------  ---------- 
 

NOTES TO THE FINAL RESULTS ANNOUNCEMENT

FOR THE YEAR ENDED 31 DECEMBER 2021

   6.     Acquisitions 

Increased shareholding in Bordeaux Acquisition Limited

On 16 February 2021, Judges acquired 12.5% of the shares in Bordeaux Acquisition Limited for a cash consideration of GBP1.8 million, increasing its shareholding from 75.5% to 88%. The transaction was financed from Judges' existing cash resources.

Acquisitions of Heath Scientific Company Limited and Korvus Technology Limited

No changes were made to the provisional acquisition accounting as presented in the 2020 Annual Report and Accounts.

   7.     Dividends 
 
                                               2021                2020 
                                        ------------------  ------------------ 
                                             Pence               Pence 
                                         per share  GBP000   per share  GBP000 
--------------------------------------  ----------  ------  ----------  ------ 
Final dividend for the previous year          38.5   2,430        35.0   2,195 
Interim dividend for the current year         19.0   1,200        16.5   1,036 
--------------------------------------  ----------  ------  ----------  ------ 
Total final and interim dividend              57.5   3,630        51.5   3,231 
--------------------------------------  ----------  ------  ----------  ------ 
 

The Directors will propose a final dividend of 47.0p per share, amounting to GBP2,970,000, for payment on 8 July 2022. As the final dividend remains conditional on shareholders' approval at the Annual General Meeting, provision has not been made for this dividend in these consolidated financial statements.

   8 .         Final Results Announcement 

This final results announcement, which has been agreed with the auditors, was approved by the Board of Directors on 22 March 2022. It is not the Group's statutory accounts. Copies of the Group's audited statutory accounts for the year ended 31 December 2021 will be available at the Company's website, www.judges.uk.com , promptly after the release of this preliminary announcement and a printed version will be dispatched to shareholders shortly. Copies will also be available to the public at the Company's Registered Office at 52c Borough High Street, London SE1 1XN.

The audit reports for the years ended 31 December 2021 and 31 December 2020 did not contain statements under Sections 498(2) or 498(3) of the Companies Act 2006. The statutory accounts for the year ended 31 December 2020 have been delivered to the Registrar of Companies, but the 31 December 2021 accounts have not yet been filed.

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END

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March 23, 2022 03:00 ET (07:00 GMT)

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