Preliminary Results
Judges Capital PLC
23 March 2007
Judges Capital plc
Preliminary Results for the year ended 31 December 2006
Highlights
• Record sales of £5.2 million (2005: £2.2 million)
• Record adjusted fully diluted earnings per share of 8.2p (2005: 4.8p)
• Proposed final dividend of 2p, making 3p for the year (2005: nil)
• Two successful acquisitions during the year: UHV Design and Aitchee
Engineering
• All trading subsidiaries profitable and cash generative
Alex Hambro, Chairman of Judges Capital, commented: 'We are delighted with the
outcome of our first full year's trading operations as a scientific instruments
group. We have now established a solid base from which to build the company,
both organically and through further acquisitions within the instrumentation
sector.'
Chairman's Statement
I have much pleasure in reporting your company's results for 2006, its first
full year as a scientific instruments group. Sales reached £5.2 million (2005:
£2.2 million) while profit before tax but after goodwill amortisation amounted
to £350,000 (2005: £163,000). This resulted in an increase in earnings per share
to 3.9p (2005: 1.6p). Before goodwill amortisation, pre-tax profit rose from
£267,000 to £510,000 and earnings per share from 5.3p to 9.4p; similarly, on a
fully diluted basis, earnings per share rose from 4.8p to 8.2p. Your board is
delighted to propose a final dividend of 2p, making a total distribution of 3p
for the year.
Constitution of the Group
Judges Capital is the holding company for a group of companies that specialise
in the design and production of scientific instruments. Operations are all based
in the UK but the group is a world player in certain niche markets, with exports
currently representing 86% of total turnover.
The results include a full year's contribution from Fire Testing Technology
('FTT'), the world's leading manufacturer of instruments designed to test the
reaction of various materials to fire and heat, and from PE Fiberoptics ('PFO'),
our 51% owned subsidiary, which specialises in the production of instruments
that test the properties of fibre optic and fibre optic networks.
During the year two additional businesses were purchased. The acquisition of UHV
Design ('UHV') was completed in February 2006 and 10 months of trading are
included in these accounts. At the beginning of September 2006, FTT bought the
trade of Aitchee Engineering ('Aitchee'), the contribution in this instance
being four months.
UHV designs and manufactures instruments capable of manipulating objects in
ultra high vacuum chambers. The £836,000 purchase price comprised £650,000 in
cash, 98,522 Ordinary shares in Judges and an £86,000 earn-out; in addition a
£205,000 cash payment was made to reflect excess working capital at completion.
The cash element of the purchase price was financed by an extension of the
company's senior term loan.
The business of Aitchee, which manufactures engineering parts and is one of
FTT's principal sub-contractors, was acquired by FTT for a maximum consideration
of £230,000. FTT is the company's largest customer.
Trading
After a strong start to 2006, both FTT and PFO experienced a slow-down in orders
towards the summer. This trading pattern proved relatively short-lived and the
second half of the year ended favourably on the back of a solid recovery in the
order book. UHV experienced strong growth throughout the year and Aitchee
performed well during the four months following its purchase.
All operations have shown flexibility and resilience and have produced
significant profits and cash-flows.
Financial Performance
In addition to the strong profits performance referred to above, net cash inflow
from operating activities (before interest and tax) nearly doubled from £345,000
in 2005 to £614,000 in 2006. Net debt rose from £1.2 million to £2.2 million as
a result of acquisitions.
During the year the company continued to realise the investment portfolio built
up through its former business activity and divested its holding in Dickinson
Legg plc. The book value of the remaining investments has been reduced to
£220,000, almost entirely attributable to the company's holding in Poole
Investments Plc.
Dividend
After paying a maiden interim dividend of 1p, your board is delighted to propose
a final dividend of 2p payable, subject to approval at the forthcoming Annual
General Meeting, on Friday 6 July 2007 to shareholders on the record on 8 June
2007. The shares will go ex-dividend on 6 June 2007. The total distribution for
the year is 3p, which is more than three times covered by undiluted adjusted
earnings per share.
Current trading and prospects
The group started 2007 with an improved order book and trading activity has been
satisfactory. Results for the current financial year will benefit from a full 12
months' contribution from UHV and Aitchee.
The company is actively looking for new acquisitions in the scientific
instruments sector.
Our recent acquisitions have doubled the average number of employees within the
Judges group and I would like to take this opportunity to thank them all for
their dedication and hard work which was integral to our achievements during
2006. I would also like to thank our shareholders, both long-standing and more
recent, for their invaluable support.
Alex Hambro
Chairman
Date: 22 March 2007
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2006
2006 2005
Continuing
activities Acquisitions Total
£ £ £ £
Turnover 3,900,477 1,294,848 5,195,325 2,211,521
Operating costs (3,546,856) (936,996) (4,483,852) (1,981,776)
Goodwill amortisation (105,741) (54,215) (159,956) (103,750)
Total operating costs (3,652,597) (991,211) (4,643,808) (2,085,526)
Operating profit 247,880 303,637 551,517 125,995
(Loss)/profit on disposal of investments (6,145) 89,842
Net interest payable (195,377) (52,632)
Profit on ordinary activities before taxation 349,995 163,205
Tax on profit on ordinary activities (173,265) (100,777)
Profit on ordinary activities after taxatio 176,730 62,428
Minority interests (36,440) (15,499)
Profit for the year 140,290 46,929
Earnings per share
Basic 3.9p 1.6p
Diluted 3.6p 1.7p
There are no recognised gains and losses other than the results for the year set
out above.
BALANCE SHEETS
AS AT 31 DECEMBER 2006
2006 2005
Group Company Group Company
£ £ £ £
Fixed assets
Intangible assets 4,430,826 - 3,638,059 -
Tangible assets 295,468 - 114,336 -
Investments in subsidiaries - 5,620,080 - 4,579,564
4,726,294 5,620,080 3,752,395 4,579,564
Current assets
Stocks 402,941 - 413,130 -
Debtors 1,249,039 384,878 692,350 145,242
Investments 219,155 219,155 427,911 427,911
Cash in hand and at bank 824,156 218,514 1,148,619 742,337
2,695,291 822,547 2,682,010 1,315,490
Creditors: amounts falling due within one year (1,463,239) (513,838) (1,044,264) (305,776)
Net current assets 1,232,052 308,709 1,637,746 1,009,714
Total assets less current liabilities 5,958,346 5,928,789 5,390,141 5,589,278
Creditors: amounts falling due (2,835,940) (2,799,775) (2,528,959) (2,528,959)
after more than one year
Provisions for liabilities (43,676) - (23,557) -
Minority interests (51,992) - (15,548) -
Total net assets 3,026,738 3,129,014 2,822,077 3,060,319
Capital and reserves
Called up share capital 178,044 178,044 173,118 173,118
Share premium 2,501,430 2,501,430 2,501,430 2,501,430
Merger reserve 475,074 - 380,000 -
Profit and loss account (127,810) 449,540 (232,471) 385,771
Shareholders' funds 3,026,738 3,129,014 2,822,077 3,060,319
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
Notes 2006 2005
£ £ £ £
Net cash inflow from operating activities 3a 613,983 345,217
Returns on investments and servicing
of finance
Interest received 32,041 54,462
Interest paid (227,418) (107,094)
(195,377) (52,632)
Taxation paid (294,693) -
Capital expenditure
Purchases of fixed assets (31,336) (11,704)
Proceeds from sale of fixed assets 15,655 - -
(15,681) (11,704)
Acquisitions and disposals
Investments in subsidiaries (1,215,090) (4,059,564)
Net cash from purchase of subsidiary
undertaking 178,867 579,949
(1,036,223) (3,479,615)
Net cash outflow before management of
liquid resources and financing (927,991) (3,198,734)
Management of liquid resources
Sales of investments 202,611 1,364,006
Equity dividend paid (35,629) -
Net cash outflow before financing (761,009) (1,834,728)
Financing
Issue of Ordinary shares - 956,000
Expenses paid in connection with
share issues - (102,264)
Bank loans drawn down 700,000 2,448,959
Loan repayments (263,454) (164,000)
Repayments of Contracts for Differences - (451,421)
Net cash inflow from financing 436,546 2,687,274
(Decrease)/increase in cash in the year 3c (324,463) 852,546
NOTES TO THE PRELIMINARY ANNOUNCEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
1. Basis of preparation
The financial information in this preliminary announcement has been prepared in
accordance with the accounting policies set out in the financial statements of
Judges Capital plc for the year ended 31 December 2005, which have remained
unchanged for the financial year ended 31 December 2006 apart from the adoption
of FRS 20 - Share based payments. This change in accounting policy had no
material effect on figures previously reported or on the results for the year.
2 Earnings per share
2006 2005
Basic Diluted Basic Diluted
Earnings
Basic: profit for the financial year 140,290 140,290 46,929 46,929
Notional taxed interest income accruing on
dilution - 16,685 - 11,744
Diluted profit 140,290 156,975 46,929 58,673
Adjusted:
Add back goodwill charge, net of £36,051 (2005:
£4,557) relating to tax and minority interest in
negative goodwill write back 196,007 196,007 108,307 108,307
Adjusted profit - basic / diluted 336,297 352,982 155,236 166,980
Number of shares
Basic: weighted average in year 3,544,953 3,544,953 2,931,101 2,931,101
Adjusted: weighted average increase on dilution - 718,852 - 513,593
3,544,953 4,263,805 2,931,101 3,444,694
Earnings per share
Basic / diluted 3.9 3.6 1.6 1.7
Adjusted - basic / diluted 9.4 8.2 5.3 4.8
3. Notes to the consolidated cash flow statement
a Reconciliation of operating profit to net cash inflow from operating
activities
2006 2005
£ £
Operating profit 551,517 125,995
Depreciation of fixed assets 53,644 10,767
Amortisation of goodwill 159,956 103,750
Profit on disposal of fixed assets (2,078) -
Decrease/(increase) in stocks 104,775 (60,880)
Exchange differences on foreign currency (7,335) -
bank loans
Increase in debtors (364,429) (43,247)
Increase in creditors due within one year 117,933 208,832
Net cash inflow from operating activities 613,983 345,217
b Analysis of net debt 1 January Acquisitions Cash Other 31 December
2006 flow movements 2006
£ £ £ £ £
Net cash:
Cash at bank and in 1,148,619 - (324,463) - 824,156
hand
Liquid resources:
Current asset 427,911 - - (208,756) 219,155
investments
Debt due < one year (256,000) (100,000) (48,000) - (404,000)
Debt due > one year (2,528,959) (600,000) 304,000 25,184 (2,799,775)
Hire purchase - - 7,454 (61,432) (53,978)
(2,784,959) (700,000) 263,454 (36,248) (3,257,753)
Net debt (1,208,429) (700,000) (61,009) (245,004) (2,214,442)
Other movements reflect disposals of current asset investments (£208,756),
non-cash debt adjustments (£25,184) comprising foreign exchange differences and
interest accrual changes, and the inception of hire purchase obligations.
c Reconciliation of net cash flow to movement in net debt 2006 2005
£ £
(Decrease) / increase in cash in the year (324,463) 852,546
Cash flow from decrease in liquid resources (202,611) (1,364,006)
(Loss) / profit on disposal of investments (6,145) 89,842
Amount repaid under Contracts for Differences - 451,421
New loans entered into, net of repayments (436,546) (2,284,959)
Non-cash debt adjustments (2005: issue of loan notes) 25,184 (500,000)
Inception of hire purchase obligation (56,550) -
Hire purchase obligation acquired with subsidiary (4,882) -
Movement in net debt in the year (1,006,013) (2,755,156)
Opening net (debt) / funds (1,208,429) 1,546,727
Closing net debt (2,214,442) (1,208,429)
4. Preliminary Announcement
The preliminary statement, which has been agreed with the auditors, was approved
by the board of directors on 22 March 2007. It is not the group's statutory
accounts. Copies of the group's audited statutory accounts for the year ended
31 December 2006 will be dispatched to shareholders and the AIM team shortly.
Copies will also be available to the public at the company's Registered Office
at Unit 19, Charlwoods Road, East Grinstead RH19 2HL.
The statutory accounts for the year ended 31 December 2006 and the year ended 31
December 2005 received audit reports which were unqualified and did not contain
statements under Section 237(2) or Section 237(3) of the Companies Act 1985.
The statutory accounts for the year ended 31 December 2005 have been delivered
to the Registrar of Companies, but the 31 December 2006 accounts have not yet
been filed.
Ends
For further information please contact:
David Cicurel, CEO, Judges Capital: Tel: 01342 323 600
Alex Borrelli, Shore Capital & Corporate: Tel: 020 7408 4090
Melvyn Marckus, Cardew Group: Tel: 020 7930 0777
This information is provided by RNS
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