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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