30 March 2009
Judges Capital Plc
('Judges Capital,' the 'Company' or the 'Group')
Preliminary Statement:
Results for the year ended 31 December 2008
JUDGES CAPITAL REPORTS RECORD
RESULTS FOR 2008
Highlights
Record revenues of £7.1 million (2007: £6.2 million)
Record adjusted profit of £1.2 million (2007: £836,000) stated before tax, abortive acquisition costs, amortisation of intangible assets and gains on divestments
Record adjusted earnings per share of 21.1p (2007: 15.0p restated)
Record year-end order book
Proposed final dividend of 2.4p, making 3.6p for the year (2007: 3.3p)
All trading subsidiaries making positive contribution to adjusted group profit and are cash generative
Cash balances in excess of £1.6 million; net debt reduced to £1 million
Favourable start to current year's trading, although economic climate dictates cautious outlook at this stage
Alex Hambro, Chairman of Judges Capital, commented:
'After a successful year in 2008, the group is again in a strong position, starting the year with a solid order book. The resulting visibility on revenue and the benign currency environment give your Board confidence in respect of the first half of 2009. However, your Board is conscious of the fact that the inherent strength of our businesses does not necessarily provide immunity against the worldwide recession and accordingly we view prospects for the second half of the year with caution at this stage.'
Chairman's Statement
I have great pleasure in reporting your company's results for 2008. Revenue advanced from £6.2 million in 2007 to £7.1 million and generated profit of £1.2 million before tax, abortive acquisition costs, a gain on the disposal of an investment and amortisation of intangible assets. This compares with £836,000 in 2007 on an equivalent basis. Earnings per share, similarly adjusted, rose from 15.0p (restated in respect of the calculation of dilution) to 21.1p.
Pre tax profit after abortive acquisition costs, investment gains and amortisation amounted to £869,000 (2007: £858,000). This equates to earnings per share of 14.7p (2007: 15.5p, restated).
Corporate activity
All group subsidiaries were owned throughout the financial year to 31 December 2008 and since the beginning of the comparative year, 2007.
During the financial year, the company raised £479,000 net of expenses through the placement of 476,800 new Ordinary shares at a price of 110p per share.
Regrettably, a significant acquisition project was thwarted at a late stage by the global financial upheavals during the second half of the year and consequently £310,000 of costs incurred in relation to the proposed acquisition process had to be written off.
In March 2008, the company purchased a freehold factory adjacent to FTT, into which its subsidiary, Aitchee Engineering, was relocated.
Trading
Despite the widespread economic malaise, our businesses enjoyed a successful year. The healthy order backlog at 1 January 2008 kick-started a robust performance in the first half. As the second half unfolded, commercial activity accelerated, which again resulted in a record order book at the year-end, standing at twice the level reached at the end of 2007. Your Board believes that the significant part of our revenue that is ultimately financed by government expenditure in a widely diversified range of countries has, up to now, been afforded some protection against the impact of the global economic slow-down.
After years of trading against the background of a relatively strong Sterling currency, our export driven business was enhanced by the strength of the Euro from the early part of 2008 and of the US Dollar after September 2008.
Financial position
Our financial position remains strong, with cash balances reaching £1.6 million at the year-end (2007: £0.9 million) and net debt reducing from £2.0 million to £1.0 million. This has been achieved in large part by our robust trading performance and by a reduction in working capital. As last year, a significant proportion of our debt is denominated in foreign currency to hedge against the impact of exchange fluctuations on export activity.
Dividends
Your Board is pleased to recommend a final dividend of 2.4p per share (2007: 2.2p per share) which, subject to approval at the forthcoming Annual General Meeting on 22 May 2009, would make a total distribution of 3.6p per share for the year (2007: 3.3p per share). The level of cover by adjusted earnings per share has risen from 4 times to 6 times, notwithstanding the proposed 9 per cent increase.
The proposed dividend will be payable on 3 July 2009 to shareholders on the register on 5 June 2009 and the shares will go ex-dividend on 3 June 2009.
Current trading and prospects
The group is again in a strong position, starting the year with a solid order book. The resulting visibility on revenue and the benign currency environment give your Board confidence in respect of the first half of 2009. However, your Board is conscious of the fact that the inherent strength of our businesses does not necessarily provide immunity against the worldwide recession and accordingly we view prospects for the second half of the year with caution at this stage.
The directors are adopting a prudent approach to acquisitions, focusing on those of a size that is manageable in the present financial climate. Nevertheless, we intend to capitalise on the company's strong financial position to expand the group's activities where attractive opportunities arise to acquire niche companies in the instrumentation sector. The company has worked hard at embedding and managing new subsidiaries, as evidenced by the 33% return currently achieved on total invested capital. Although this target will become increasingly challenging as the economic climate worsens, it remains one which the directors consider should be kept in their sights when assessing prospective acquisition opportunities.
Annual General Meeting
With the group now firmly established in its chosen field of activity, the directors intend to propose a resolution at the forthcoming Annual General Meeting to change the name of the company to one more closely reflecting its business, namely Judges Scientific plc. At the same meeting, it is intended to table new Articles of Association and to clarify the status of the Convertible Redeemable shares.
A 'whitewash' resolution was passed at the last General Meeting, enabling the company to purchase its own shares without an obligation being incurred by certain shareholders to make an offer for the entire share capital. Although no shares were purchased using this authority, the directors intend to seek a renewal of this 'whitewash' facility.
Personnel
My thanks must go out to all of the executives and employees of the group who have continued to drive their businesses forward with dedication and expertise despite the economic turbulence that affects all our export markets. Our solid performance bears testimony to their efforts.
Alex Hambro
Chairman
For further information please contact:
David Cicurel, CEO, Judges Capital: Tel: 01342 323 600
Pascal Keane, Shore Capital: Tel: 020 7408 4090
Melvyn Marckus, Cardew Group: Tel: 07775 896 491
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2008
|
|
2008 |
|
2007 |
|
|
£000 |
|
£000 |
|
|
|
|
|
Revenue |
|
7,104 |
|
6,192 |
|
|
|
|
|
Abortive acquisition costs |
|
(310) |
|
- |
Other operating costs |
|
(5,806) |
|
(5,267) |
|
|
|
|
|
Operating profit |
|
988 |
|
925 |
|
|
|
|
|
Profit on disposal of available-for-sale investments |
|
21 |
|
142 |
Interest receivable |
|
48 |
|
33 |
Interest payable |
|
(188) |
|
(242) |
|
|
|
|
|
Profit before tax |
|
869 |
|
858 |
|
|
|
|
|
Taxation |
|
(230) |
|
(231) |
|
|
|
|
|
Profit for the year |
|
639 |
|
627 |
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
Equity holders of the parent company |
|
567 |
|
553 |
Minority interest |
|
72 |
|
74 |
|
|
|
|
|
|
|
|
|
|
Earnings per share - total and continuing |
|
|
|
|
Basic |
|
14.7p |
|
15.5p |
Diluted (restated - see Note 1) |
|
14.7p |
|
15.5p |
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2008
|
|
2008
|
|
2007
|
|
|
£000
|
|
£000
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and equipment
|
|
861`
|
|
275`
|
Goodwill
|
|
4,383`
|
|
4,383`
|
Other intangible assets
|
|
23`
|
|
76`
|
Available-for-sale investments
|
|
-`
|
|
20`
|
|
|
5,267`
|
|
4,754`
|
Current assets
|
|
|
|
|
Inventories
|
|
672`
|
|
554`
|
Trade and other receivables
|
|
1,364`
|
|
1,543`
|
Cash and cash equivalents
|
|
1,621`
|
|
910`
|
|
|
3,657`
|
|
3,007`
|
|
|
|
|
|
Total assets
|
|
8,924`
|
|
7,761`
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(1,337)
|
|
(877)
|
Current portion of long-term borrowings
|
|
(625)
|
|
(527)
|
Current tax payable
|
|
(292)
|
|
(300)
|
|
|
(2,254)
|
|
(1,704)
|
Non-current liabilities
|
|
|
|
|
Long-term borrowings
|
|
(1,992)
|
|
(2,336)
|
Deferred tax liabilities
|
|
(34)
|
|
(36)
|
|
|
(2,026)
|
|
(2,372)
|
|
|
|
|
|
Total liabilities
|
|
(4,280)
|
|
(4,076)
|
|
|
|
|
|
Net assets
|
|
4,644`
|
|
3,685`
|
EQUITY
|
|
|
|
|
Share capital
|
|
202`
|
|
178`
|
Share premium account
|
|
2,956`
|
|
2,501`
|
Merger reserve
|
|
475`
|
|
475`
|
Retained earnings
|
|
849`
|
|
409`
|
Revaluation reserve
|
|
-`
|
|
1`
|
Equity attributable to equity holders of the parent company
|
|
4,482`
|
|
3,564`
|
|
|
|
|
|
Minority interest
|
|
162`
|
|
121`
|
|
|
|
|
|
Total equity
|
|
4,644`
|
|
3,685`
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2008
|
Share capital
|
Share premium
|
Merger reserve
|
Retained earnings
|
Revalua-tion reserve
|
Total**
|
Minority interest
|
Total equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2007
|
178`
|
2,501`
|
475`
|
(34)
|
(5)
|
3,115`
|
65`
|
3,180`
|
|
|
|
|
|
|
|
|
|
Changes in equity for 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transferred to profit or loss on disposal of available-for-sale investments
|
-`
|
-`
|
-`
|
-`
|
6`
|
6`
|
-`
|
6`
|
|
|
|
|
|
|
|
|
|
Net income recognised directly in equity
|
-`
|
-`
|
-`
|
-`
|
6`
|
6`
|
-`
|
6`
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
-`
|
-`
|
-`
|
553`
|
-`
|
553`
|
74`
|
627`
|
|
|
|
|
|
|
|
|
|
Total recognised income and expense for the year
|
-`
|
-`
|
-`
|
553`
|
6`
|
559`
|
74`
|
633`
|
Dividends
|
-`
|
-`
|
-`
|
(110)
|
-`
|
(110)
|
(18)
|
(128)
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2007
|
178`
|
2,501`
|
475`
|
409`
|
1`
|
3,564`
|
121`
|
3,685`
|
|
|
|
|
|
|
|
|
|
Changes in equity for 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transferred to profit or loss on disposal of available-for-sale investments
|
-`
|
-`
|
-`
|
-`
|
(1)
|
(1)
|
-`
|
(1)
|
|
|
|
|
|
|
|
|
|
Net income recognised directly in equity
|
-`
|
-`
|
-`
|
-`
|
(1)
|
(1)
|
-`
|
(1)
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
-`
|
-`
|
-`
|
567`
|
-`
|
567`
|
72`
|
639`
|
|
|
|
|
|
|
|
|
|
Total recognised income and expense for the year
|
-`
|
-`
|
-`
|
567`
|
(1)
|
566`
|
72`
|
638`
|
Dividends
|
-`
|
-`
|
-`
|
(127)
|
-`
|
(127)
|
(31)
|
(158)
|
|
|
|
|
|
|
|
|
|
Issue of share capital
|
24`
|
455`
|
-`
|
-`
|
-`
|
479`
|
-`
|
479`
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2008
|
202`
|
2,956`
|
475`
|
849`
|
-`
|
4,482`
|
162`
|
4,644`
|
|
|
|
|
|
|
|
|
|
** - Total represents amounts attributable to equity holders of the parent company.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2008
|
|
2008`
|
|
2007`
|
|
|
£000`
|
|
£000`
|
Cash flows from operating activities
|
|
|
|
|
Profit after tax
|
|
639`
|
|
627`
|
Adjustments for:
|
|
|
|
|
Depreciation
|
|
81`
|
|
70`
|
Amortisation of intangible assets
|
|
53`
|
|
120`
|
Profit on disposal of property, plant and equipment
|
|
-`
|
|
(1)
|
Profit on disposal of available-for-sale investments
|
|
(21)
|
|
(142)
|
Foreign exchange losses on foreign currency loans
|
|
280`
|
|
27`
|
Interest receivable
|
|
(48)
|
|
(33)
|
Interest payable
|
|
188`
|
|
242`
|
Tax expense recognised in income statement
|
|
230`
|
|
231`
|
Increase in inventories
|
|
(118)
|
|
(150)
|
Decrease/(increase) in trade and other receivables
|
|
179`
|
|
(294)
|
Increase in trade and other payables
|
|
460`
|
|
162`
|
|
|
|
|
|
Cash generated from operations
|
|
1,923`
|
|
859`
|
Interest paid
|
|
(188)
|
|
(242)
|
Tax paid
|
|
(238)
|
|
(250)
|
|
|
|
|
|
Net cash from operating activities
|
|
1,497`
|
|
367`
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Acquisition of subsidiaries, net of cash acquired
|
|
-`
|
|
(57)
|
Purchase of property, plant and equipment
|
|
(668)
|
|
(57)
|
Proceeds from disposal of equipment
|
|
-`
|
|
8`
|
Proceeds from disposal of available-for-sale investments
|
|
40`
|
|
342`
|
Interest received
|
|
48`
|
|
33`
|
|
|
|
|
|
Net cash (used in)/generated from investing activities
|
|
(580)
|
|
269`
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from issue of share capital
|
|
479`
|
|
-`
|
Repayments of borrowings (including hire purchase contracts)
|
|
(527)
|
|
(422)
|
Dividends paid
|
|
(158)
|
|
(128)
|
|
|
|
|
|
Net cash used in financing activities
|
|
(206)
|
|
(550)
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
711`
|
|
86`
|
Cash and cash equivalents at beginning of period
|
|
910`
|
|
824`
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
1,621`
|
|
910`
|
Year to 31 December 2008
|
Earnings attributable to equity holders of the parent company
|
Weighted average number of shares
|
Earnings
per share
|
|
|
|
|
|
£000`
|
No.
|
pence
|
|
|
|
|
Profit after tax for calculation of basic earnings per share
|
567`
|
|
|
Notional taxed interest income accruing on dilution
|
-`
|
|
|
Profit after tax for calculation of diluted earnings per share
|
567`
|
|
|
Add-back: amortisation of intangible assets, net of tax
|
38`
|
|
|
provision for abortive acquisition costs, net of tax
|
263`
|
|
|
Less: profit on disposal of available-for-sale investments, net of tax and tax adjustment in respect of prior year
|
(57)
|
|
|
Adjusted diluted profit
|
811`
|
|
|
|
|
|
|
Number of shares for calculation of basic earnings per share
|
|
3,849,565
|
|
Dilutive effect of potential shares
|
|
-
|
|
Number of shares for calculation of diluted earnings per share
|
|
3,849,565
|
|
|
|
|
|
Basic earnings per share
|
|
|
14.7
|
Diluted earnings per share
|
|
|
14.7
|
Adjusted basic earnings per share
|
|
|
21.1
|
Adjusted diluted earnings per share
|
|
|
21.1
|
Year to 31 December 2007
|
Earnings attributable to equity holders of the parent company
|
Weighted average number of shares
|
Earnings
per share
|
|
|
|
|
|
£000
|
no.
|
pence
|
|
|
|
|
Profit after tax for calculation of basic earnings per share
|
553`
|
|
|
Notional taxed interest income accruing on dilution
|
-`
|
|
|
Profit after tax for calculation of diluted earnings per share
|
553`
|
|
|
Add-back: amortisation of intangible assets, net of tax
|
82`
|
|
|
Less: profit on disposal of available-for-sale investments, net of tax
|
(100)
|
|
|
Adjusted diluted profit
|
535`
|
|
|
Number of shares for calculation of basic earnings per share
|
|
3,560,878
|
|
Dilutive effect of potential shares
|
|
-
|
|
Number of shares for calculation of diluted earnings per share
|
|
3,560,878
|
|
|
|
|
|
Basic earnings per share
|
|
|
15.5
|
Diluted earnings per share
|
|
|
15.5
|
Adjusted basic earnings per share
|
|
|
15.0
|
Adjusted diluted earnings per share
|
|
|
15.0
|
|
|
|
|
|
31 December 2008
|
Bank loan
|
Subordinated
|
Hire
|
Total
|
|
|
|
loan notes
|
purchase
|
|
|
|
|
|
|
|
|
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Repayable in less than 6 months
|
352
|
-
|
10
|
362
|
|
Repayable in months 7 to 12
|
347
|
15
|
7
|
369
|
|
Current portion of long-term borrowings
|
699
|
15
|
17
|
731
|
|
|
|
|
|
|
|
Repayable in years 1 to 2
|
792
|
506
|
-
|
1,298
|
|
Repayable in years 2 to 5
|
793
|
-
|
-
|
793
|
|
Long-term borrowings
|
1,585
|
506
|
-
|
2,091
|
|
|
|
|
|
|
|
Total borrowings
|
2,284
|
521
|
17
|
2,822
|
|
|
|
|
|
|
|
Less: interest included above
|
|
|
|
205
|
|
cash and cash equivalents
|
|
|
|
1,616
|
|
Total net debt
|
|
|
|
1,001
|
|
31 December 2007
|
Bank loan
|
Subordinated
|
Hire
|
Total
|
|
|
|
loan notes
|
purchase
|
|
|
|
|
|
|
|
|
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Repayable in less than 6 months
|
336
|
-
|
9
|
345
|
|
Repayable in months 7 to 12
|
326
|
33
|
10
|
369
|
|
Current portion of long-term borrowings
|
662
|
33
|
19
|
714
|
|
|
|
|
|
|
|
Repayable in years 1 to 2
|
699
|
-
|
17
|
716
|
|
Repayable in years 2 to 5
|
1,304
|
515
|
-
|
1,819
|
|
Long-term borrowings
|
2,003
|
515
|
17
|
2,535
|
|
|
|
|
|
|
|
Total borrowings
|
2,665
|
548
|
36
|
3,249
|
|
|
|
|
|
|
|
Less: interest included above
|
|
|
|
386
|
|
cash and cash equivalents
|
|
|
|
910
|
|
Total net debt
|
|
|
|
1,953
|