Judges Scientific : Download PDF

Judges Scientific plc

Interim Report 2022

1 Judges Scientific plc Interim Report 2022

Chairman's statement

The Group's businesses continued their recovery from the pandemic during the first half of 2022 and generated record Organic order intake, Organic revenues, Adjusted profits and Adjusted earnings per share. Travel restrictions were gradually eased in most regions, with the exception of China which saw the return of severe lockdowns. The easing enabled us progressively to resume visits to our customers, proceed with installations and attend conferences and trade shows. Nevertheless, this performance was still delivered as supply chain issues deteriorated during the period, probably aggravated by the Chinese lockdowns and the war in Ukraine. "Business as usual" in comparison to pre-pandemic has not returned yet.

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. I would like to thank them for their continued dedication and commitment.

On 23 May 2022, the Group completed its largest ever acquisition with the purchase of Geotek Holding Limited and Geotek Coring Limited (together 'Geotek') for a consideration of up to £80 million; references to "Organic" information in this update exclude any contribution from Geotek. Geotek's impact on the Group's full year results is expected to be significant but, in view of the timing of the transaction, the impact on the first half is modest.

Order intake

Order intake across the Group benefited from the gradual return of international travel but was dampened by the resurgence of Covid-19 in China.

Organic order intake was up 4% after a 25% gain in H1 2021; this shows 8% progress compared to H1 2019 although this cannot be considered a full recovery to the pre-Covid growth trajectory. The Group saw growth in North America, up 15% (after 41% growth in H1 2021) and the Rest of the World, up 13% (after 8% improvement in H1 2021). The Rest of Europe was flat (after 34% growth in H1 last year) reflecting erratic performances across the region. China/Hong Kong, which continued to be affected by strict lockdowns over the period, receded 5% (after 2% growth in H1 2021). The UK, which had progressed 26% in H1 2021, was down 9%. Order intake still varied considerably from business to business, although less so than in H1 2021.

Revenues

Organic revenues were driven by the large order book available at the start of the year/throughout the period and by the modest H1 growth in intake, hindered by increasing supply chain difficulties and, to a lesser extent, by Covid-related absenteeism and recruitment challenges.

Group revenues for the period increased to £46.4 million (H1 2021: £43.0 million) including a 7% increase in Organic revenues. Revenues from China/Hong Kong were very strong (up 30%) in spite of the lockdowns; North America showed 21% growth and the Rest of the World 15%. The UK was down 21% and the rest of Europe was stable. The largest absolute changes were the US (up £1.9 million), the UK (down £1.5 million), China Hong Kong (up £1.4 million) and the Czech Republic (up £1.2 million). The best revenue performances were achieved in the areas which were weak in H1 2021 and vice versa, illustrating the erratic impact of Covid-19 and the ability, in our sector, to catch up over time.

The Organic order book remained robust, partially due to the operating difficulties, and reached a mid-year record of 21.3 weeks (17.6 weeks at 30 June 2021 and 23 weeks at 1 January 2022).

Profits

Adjusted operating profit improved 15% to £10.1 million (H1 2021: £8.8 million) and adjusted pre-tax profit progressed 13% to £9.6

million (H1 2021: £8.5 million).

The main driver of improved profitability was the increase in Organic revenue reflecting the operational gearing within the Group: the EBITA contribution of the Organic businesses progressed 14% versus H1 2021 in spite of a gradual increase in travel spending.

Organic Return on Total Invested Capital ("ROTIC") recovered to 29.6% for the trailing 12 months ended 30 June 2022 (30 June 2021: 25.0%). However, once Geotek is included, a sharp reduction of ROTIC must be expected.

Adjusted basic earnings per share grew 12% to 124.6p (H1 2020: 111.0p) and Adjusted diluted earnings per share progressed similarly to 123.0p from 109.5p.

The Directors continue to publish adjusted figures alongside the statutory results, prepared consistently with past reports, in order to communicate to shareholders what is, in the Directors' opinion, the true operating performance of the Group. The total adjustments of £5.7 million (H1 2021: £1.7 million) consist primarily of a £2.3 million charge for amortisation of acquired intangible assets arising through acquisition and £2.9 million of Geotek acquisition related costs. These adjusting items reduce profit before tax from £9.6 million to £3.9 million (H1 2021: £6.7 million) and earnings per share to 44.4p basic and 43.8p diluted (H1 2021: 88.4p basic and 87.1p diluted).

2 Judges Scientific plc Interim Report 2022

Corporate activity

On 23 May 2022, the Group completed the largest acquisition in its history. Geotek was acquired for £45 million plus an earn-out capped at £35 million plus excess cash at completion. The earn-out is based on the EBIT generated by Geotek in the calendar year 2022 and is payable to the extent such EBIT exceeds £6.4 million at the rate of 7 times such excess, until EBIT reaches £11.4 million, payable 50% in cash and 50% in new Judges shares. Geotek is a world leader in instruments conducting non-destructive testing on geological cores and in providing related services. Geotek's contribution to these interim results is modest but the acquisition is expected to be strongly earnings enhancing in the full year and the Board now expects that the full earn-out will be payable, around March 2023.

The acquisition was financed by a new £100 million club facility granted by Lloyds Banking Group plc, Bank of Ireland and Santander UK plc which replaced the previous £60 million facility which was solely with Lloyds. The new facility which is coterminous with the previous facility and has a term of four years until 25 May 2026, consists of a £25 million straight-line amortising term loan, a £55 million committed revolving credit facility, repayable in a bullet at the end of the term, and a £20 million uncommitted accordion. Further details are included in Note 10.

On 27 June 2022, the Group purchased the remaining 12% of the outstanding shares in Bordeaux Acquisition Limited for a consideration of £2.1 million including excess cash, bringing its shareholding to 100%. £2 million of the consideration was settled in new Judges shares based on the prevailing share price at the date of the transaction and the balance paid in cash. Bordeaux owns 100% of Deben UK Limited and Oxford Cryosystems Limited and holds significant net cash balances. This transaction is expected to be earnings enhancing in the second half.

Cashflow and net debt

The Group once again saw good cash conversion: cash generated from operations grew to £8.2 million (H1 2021: £8.0 million)

representing 81% of adjusted operating profit (H1 2021: 91%). Cash generation was still affected by increased working capital requirements from stockpiling of components to counteract supply channel difficulties and by continued payment delays arising from our inability to travel and perform installations in certain regions, particularly China.

The interim balance sheet includes cash balances of £36.4 million and adjusted net debt of £54.9 million (inclusive of the cash element of the expected Geotek earn-out), from £1.4 million net cash at the beginning of 2022. The overwhelming majority of investment expenditure in H1 was related to the Geotek acquisition but the Group also spent £4.6 million on new industrial properties and related improvements for our businesses. Ownership of factories improves our flexibility in organising them in accordance with our needs and may prove favourable in an inflationary climate.

Dividend

In accordance with the Company's policy of increasing dividends by no less than 10% per annum, the Board is declaring an interim dividend of 22p (2021: 19p), which will be paid on Friday 4 November 2022 to shareholders on the register on Friday 7 October 2022. The shares will go ex-dividend on Thursday 6 October 2022. The interim dividend is covered 5.7 times by adjusted earnings (2021: 5.5 times).

Outlook

As the world emerges from the Covid-19 engendered pandemic, and subsequently deals with the challenging external environment, our ecosystem is still unstable. Localised lockdowns remain, as well as continuing supply chain and recruitment challenges. The invasion of Ukraine has not only exacerbated some of these issues but also stimulates tensions in other regions of the world. Our scientific communities are global and cosmopolitan, and we thrive in a world at peace where commerce is conducted freely.

The need to pay the bill for Covid-19 is starting to be recognised and inflation and higher interest rates no longer appear so transient. Our Group needs to adapt to this new climate. We have recently increased our indebtedness, but we have fixed the interest rates to protect the Group from the consequences of any inflationary spiral. The market leadership of most of our businesses, their continuous search for innovation and the weakness of Sterling will alleviate the inflationary pressures we will unavoidably encounter.

Whilst the near-term trading environment does remain volatile, our sizeable order book allied with the enduring long-term drivers of our business allow us to remain confident in the Group's resilience and adaptability.

At the end of August the Organic order intake was 3% above the comparable period in 2021 and the Organic order book stood at a robust 21 weeks. The Group's Organic businesses overall are performing in line with management's expectations and, after four months of ownership, the Board expects a strong contribution from Geotek for the second half of the financial year resulting in Adjusted Earnings per Share for the full year being significantly ahead of current market expectations.

The Hon. Alexander Hambro

Chairman

22 September 2022

3 Judges Scientific plc Interim Report 2022

Condensed consolidated interim statement of comprehensive income

														Year to
				Adjusting	30 June			Adjusting	30 June	31 Dec
		Adjusted	items	2022	Adjusted	items	2021	2021
	Note	£000	£000	£000	£000	£000	£000	£000
Revenue	3	46,374		-	46,374		42,955		-	42,955		91,289
Operating costs	3,4	(36,277)	(5,212)	(41,489)	(34,147)	(1,698)	(35,845)	(75,670)
Operating profit/(loss)		10,097		(5,212)	4,885		8,808		(1,698)	7,110		15,619
Interest income		1		-	1		1		-	1		2
Interest expense	4	(509)	(489)	(998)	(350)	(27)	(377)	(761)
Profit/(loss) before tax		9,589		(5,701)	3,888		8,459		(1,725)	6,734		14,860
Taxation (charge)/credit		(1,509)	592		(917)	(1,318)	258		(1,060)	(1,956)
Profit/(loss) for the period		8,080		(5,109)	2,971		7,141		(1,467)	5,674		12,904
Attributable to:
Owners of the parent		7,883		(5,074)	2,809		7,001		(1,431)	5,570		12,682
Non-controlling interests		197		(35)	162		140		(36)	104		222
Profit/(loss) for the period		8,080		(5,109)	2,971		7,141		(1,467)	5,674		12,904
Other comprehensive
income
Items that will not be
reclassified subsequently to
profit or loss
Retirement benefits actuarial
gain						1,374						1,196		1,445
Deferred tax on retirement
benefits actuarial gain						(344)					(258)	(206)
Items that may be
reclassified subsequently to
profit or loss
Exchange gain/(loss) on
translation of foreign
subsidiaries						211						(21)	22
Other comprehensive
income for the period, net of
tax						1,241						917		1,261
Total comprehensive
income for the period						4,212						6,591		14,165
Attributable to:
Owners of the parent						4,050						6,487		13,943
Non-controlling interests						162						104		222
		Pence			Pence	Pence			Pence	Pence
Earnings per share -
adjusted
Basic	5	124.6					111.0					238.1
Diluted	5	123.0					109.5					234.9
Earnings per share - total
Basic	5					44.4					88.4	201.0
Diluted	5					43.8					87.1	198.2

4 Judges Scientific plc Interim Report 2022

Condensed consolidated interim balance sheet

	30 June	30 June	31 December
	2022	2021	2021
Note	£000	£000	£000

ASSETS
Non-current assets
Goodwill	6	50,452		18,713		18,713
Other intangible assets	7	49,655		5,963		5,056
Property, plant and equipment		15,315		6,702		8,254
Right-of-use leased assets		4,299		4,646		4,186
Deferred tax assets		4,131		1,899		3,081
		123,852		37,923		39,290
Current assets
Inventories		21,936		13,175		14,133
Trade and other receivables		20,116		16,312		17,146
Cash and cash equivalents		36,386		17,612		18,408
		78,438		47,099		49,687
Total assets		202,290		85,022		88,977
LIABILITIES
Current liabilities
Trade and other payables		(28,439)	(16,774)	(19,373)
Payables relating to acquisitions	9	(48,204)	-	-
Borrowings	11	(6,679)	(4,657)	(4,657)
Right-of-use lease liabilities		(1,037)	(938)	(887)
Current tax liabilities		(2,016)	(2,216)	(1,726)
		(86,375)	(24,585)	(26,643)
Non-current liabilities
Borrowings	11	(52,518)	(14,679)	(12,351)
Right-of-use lease liabilities		(3,395)	(3,836)	(3,420)
Deferred tax liabilities		(12,399)	(1,767)	(1,845)
Retirement benefit obligations	12	35		(1,962)	(1,324)
		(68,277)	(22,244)	(18,940)
Total liabilities		(154,652)	(46,829)	(45,583)
Net assets		47,638		38,193		43,394
EQUITY
Share capital	8	318		316		316
Share premium		18,954		16,562		16,667
Other reserves		2,210		1,903		1,999
Retained earnings		26,112		18,912		23,794
Equity attributable to owners of the parent		47,594		37,693		42,776
Non-controlling interests		44		500		618
Total equity		47,638		38,193		43,394

5 Judges Scientific plc Interim Report 2022