Judges Scientific Regulatory News (JDG)

26 Sep 2006 07:03

Judges Capital PLC26 September 2006 Judges Capital plcInterim report and accounts 2006 Highlights Maiden interim dividend of 1p Sales £2,406,000 (first half 2005: £265,000) Pre-tax profits £122,000 (first half 2005: £12,000) Earnings per share 0.9p (first half 2005: 0.08p) and 2.8p before goodwillamortisation Strong balance sheet available for further acquisitions Encouraging start to second half trading activity following solid first quarterand subdued second quarter Board confident of satisfactory results for full year Alex Hambro, Chairman of Judges Capital, commented: "Your Board is encouragedby the healthy order intake experienced by all three businesses since the onsetof second half trading and is confident that the results for the full year willbe satisfactory. "Against this background, your Board is delighted that the Company's progress, alittle more than a year after adopting its new strategy, will enable thedistribution of an interim dividend of 1p. Our balance sheet leaves the Companyin a strong position to pursue further acquisitions in line with our strategy." For further information please contact: David Cicurel, Chief Executive, Judges Capital: Tel: 01342 323 600Alex Borrelli, Shore Capital & Corporate: Tel: 020 7408 4090Mike Sawbridge, Shore Capital & Corporate Tel: 0151 600 3722Melvyn Marckus, Cardew Group: Tel: 020 7930 0777 Chairman's Statement I have much pleasure in announcing your Company's results for the six monthsended 30 June 2006. Profit before tax increased to £122,000 compared to £12,000for the corresponding period of 2005 on sales of £2,406,000 (2005: £265,000),while operating profit before goodwill amortisation reached £273,000. Fullydiluted earnings per share amounted to 0.9p (2005: 0.08p), and before goodwillamortisation totalled 2.8p. As a result your Company will, for the first time,pay a dividend. The period under review includes a full six-month contribution from our recentacquisitions Fire Testing Technology ("FTT") and PE.fiberoptics ("PFO") and afour-month contribution from UHV Design ("UHV"). The figures continue to bereported under UK GAAP and the Company is in the process of reviewing theimplications of reporting under IFRS, to be implemented on publication of the2007 full year results. UHV, which designs and manufactures instruments that manipulate objects in ultrahigh vacuum chambers, was acquired on 21 February 2006. The £836,000 purchaseprice comprised £650,000 in cash, the issue of 98,522 new ordinary shares and anearn-out arrangement of up to a maximum £86,000 of which the first instalment of£43,000 was earned and paid in cash during the period under review. In addition£205,000 was paid in cash to reflect excess working capital at completion. Thecash element was financed by an extension of the Company's senior loan. Theunaudited accounts of UHV for the 11 months prior to completion of theacquisition show an operating profit of £321,000 on sales of £900,000. FTT and PFO enjoyed solid first quarter trading followed by a quieter secondquarter; subsequent to which both companies have experienced a strong orderintake. UHV has performed well following the acquisition and has achievedexcellent order levels, sales and profits. During the period, our shares in Dickinson Legg were sold at a small losscompared to their written-down value, a divestment that leaves Poole InvestmentsPLC (book value £200,000) as the Company's only material portfolio investment. Subsequent to the period under review, FTT purchased the business and assets ofAitchee Engineering, one of its key suppliers, for £220,000 cash plus a maximumearn-out of £10,000. Our balance sheet, with £1.2 million cash balances and net debt of £2.1 million,leaves the Company in a strong position to pursue further acquisitions in linewith our strategy. Although the subdued trading activity in the second quarter is likely to resultin earnings slightly below our earlier expectations for the full year, yourBoard is encouraged by the healthy order intake experienced by all threebusinesses since the onset of second half trading and is confident that theresults for the full year will be satisfactory. Against this background your Board is delighted that the Company's progress inthe period to 30 June 2006, a little more than a year after adopting its newstrategy, will enable the distribution of an interim dividend of 1p, which willbe paid on Friday 3 November to shareholders on the register on Friday 6October. The shares will go ex-dividend on Wednesday 4 October and the dividendwill be paid on Friday 3rd November to shareholders on the register on Friday 6October. The Hon. Alexander Robert HambroChairman 26 September 2006 Consolidated profit and loss account for the six months ended 30 June 2006 Six months ended Six months Year ended ended 30 June 2006 30 June 2005 31 Dec 2005 (unaudited) (unaudited) (audited) £000 £000 £000 £000 £000 Continuing Acquisitions Total activities Turnover 1,946 460 2,406 265 2,212 ______________________________________________________________________________Operating costs (1,802) (331) (2,133) (322) (1,982)Goodwill amortisation (41) (13) (54) (16) (104) ______________________________________________________________________________Total operating costs (1,843) (344) (2,187) (338) (2,086) _________ _________ _________ _________ _________ Operating profit/ (loss) 103 116 219 (73) 126 ========= ========= Profit/(loss) on disposal of investments (6) 226 90Provision against investments - (150) -Investment income - 24 62Net interest (payable)/ receivable (91) 9 (53) _________ _________ _________Profit on ordinary activities before taxation 122 12 163Tax on profit on ordinary activities (62) (10) (101) _________ _________ _________Profit on ordinary activities after taxation 60 2 62Minority interests (29) - (15) _________ _________ _________Profit for the financial period retained 31 2 47 ========= ========= ========= Earnings per share:Basic 0.9p 0.08p 1.6p ========= ========= ========= Diluted 0.9p 0.08p 1.7p Consolidated Balance Sheet at 30 June 2006 30 June 2006 30 June 2005 31 December 2005 Notes (unaudited) (unaudited) (audited) (restated) £000 £000 £000Fixed assetsIntangible assets 4,331 3,946 3,638Tangible assets 232 60 114 _______ _______ _______ 4,006 4,006 3,752 _______ _______ _______Current assetsStocks 541 210 413Debtors 737 922 692Investments 219 428 428Cash in hand and at bank 1,230 1,702 1,149 _______ _______ _______ 2,727 3,262 2,682Creditors: amounts falling duewithin one year (1,214) (2,075) (1,044) _______ _______ _______Net current assets 1,513 1,187 1,638 _______ _______ _______Total assets less current liabilities 6,076 5,193 5,390 Creditors: amounts falling dueafter more than one year (3,048) (2,393) (2,529) Provisions for liabilities (31) (23) (23)Minority interests (44) - (16) _______ _______ _______Total net assets 2,953 2,777 2,822 ======= ======= =======Capital and reservesCalled up share capital 2 178 173 173Share premium 2,501 2,501 2,501Merger reserve 3 475 380 380Profit and loss account (201) (277) (232) _______ _______ _______Shareholders' funds 2,953 2,777 2,822 ======= ======= ======= Consolidated Cashflow statement for the six months ended 30 June 2006 Note Six months ended Six months ended Year ended 30 June 2006 30 June 2005 31 Dec 2005 (unaudited) (unaudited) (audited) £000 £000 £000Net cash inflow/ (outflow) fromoperating activities 4 425 (114) 345 Return on investmentsand servicing offinance ____________________________________________________________________Interest paid (93) (1) (107)Interest received 19 23 54 ____________________________________________________________________ (74) 22 (53) Capital expenditure (11) - (11)Tax paid (220) - - Acquisitions anddisposals ____________________________________________________________________Investments insubsidiaries (1,093) (2,715) (4,060)Net cash inherited oninvestments insubsidiaries 179 580 580 ____________________________________________________________________ (914) (2,135) (3,480) __________ __________ __________Net cash outflow before management ofliquid resources andfinancing (794) (2,227) (3,199) Management of liquidresourcesSale of investments 203 780 1,364 __________ __________ __________Net cash outflowbefore financing (591) (1,447) (1,835) __________ __________ __________FinancingIssue of ordinaryshare capital 100 956 956Expenses paid inconnection with shareissues - (102) (102)Loans drawn down 700 1,880 2,449Loan repayments (128) - (164)Receipts/(payments) for CFDs - 119 (451) __________ __________ __________Net cash inflow fromfinancing 672 2,853 2,688 __________ __________ __________ Increase in cash in 5/6the period 81 1,406 853 ========== ========== ========== Notes to the interim accounts 1. Basis of accounts The financial information for the six months to 30 June 2006 is unaudited andhas been prepared using accounting policies and presentation consistent withthose applied in the preparation of the statutory accounts of the Group. Thesefigures have been prepared in accordance with applicable United KingdomAccounting Standards, up to and including FRS 28, and under the historical costconvention. The principal accounting policies remain unchanged from thoseadopted in the financial statements for the year to 31 December 2005. In line with the presentation adopted in the December 2005 accounts and inaccordance with FRS 25, the preference shares totalling £12,500 have beenreclassified as financial liabilities and included in other creditors. Inaddition, the shares issued in connection with the acquisition of Fire TestingTechnology Limited (400,000 shares at a fair value of £1 per 5p share) wereaccounted for in accordance with the principles of merger relief under section131 of the Companies Act 1985. The prior year figures to 30 June 2005 haveaccordingly been restated to reflect this. This financial information, together with the comparative information, does notconstitute statutory accounts as defined in section 240 of the Companies Act1985. The financial information for the year ended 31 December 2005 has beenextracted from the statutory accounts to that date which have been reported onby the company's auditors and delivered to the Registrar of Companies. Theauditors' report was unqualified and did not contain a statement under section237(2) or (3) of the Companies Act 1985. 2. Equity share capital At 30 June At 30 June At 31 December 2006 2005 2005 (unaudited) (unaudited) (audited) (restated) £000 £000 £000Authorised:10,000,000 Ordinary shares of 5peach 500 500 500 ========== ========== ==========Allotted, called up and fullypaid:Number of Ordinary shares of 5peach 3,560,878 3,462,356 3,462,356 £000 £000 £000 Nominal value 178 173 173 ========== ========== ========== On 6 March 2006 the company issued 98,522 Ordinary shares of 5p each at a fairvalue of £1.015 per share in respect of the acquisition of UHV Design Limited. 3. Merger reserve At 30 June At 30 June At 31 2006 2005 December 2005 (unaudited) (unaudited) (audited) (restated) £000 £000 £000 Balance 475 380 380 ========== ========== ========== The company has taken advantage of the relief available under section 131 of theCompanies Act 1985 and recorded the shares issues in connection with theacquisition of UHV Design Limited (98,522 shares at a fair value of £1.015 per5p share) at nominal value. 4. Reconciliation of operating profit/(loss) to net cash inflow/(outflow) fromoperating activities At 30 June At 30 June At 31 December 2006 2005 2005 (unaudited) (unaudited) (audited) £000 £000 £000 Operating profit/(loss) 219 (73) 126Depreciation 21 3 10Amortisation of goodwill 54 16 104(Increase)/decrease in stocks (38) 33 (61)Decrease/(increase) in debtors 147 (225) (43)Increase/(decrease) in creditors within one year 16 132 209Translation differences on foreign currency loans 6 - - __________ __________ __________Net cash inflow/(outflow) from operating activities 425 (114) 345 ========== ========== ========== 5. Analysis of net funds 31 Dec Acqui- Cashflow Investments 30 June 2005 sitions realised 2006 £000 £000 £000 £000 £000Cash in hand and atbank 1,149 - 81 - 1,230Liquid resources(current assetinvestments) 428 - - (209) 219Debt due < one year (256) (50) (24) - (330)Debt due > one year (2,529) (650) 132 - (3,047) _____________________________________________________________________ Net debt (1,208) (700) 189 (209) (1,928) ===================================================================== 6. Reconciliation of net cashflow to movement in net funds £000 Increase in cash in the period 81Current asset investments realised (209)Change in debt in the period (592) _______Movement in net funds in the period (720) Opening net debt (1,208) _______Closing net debt (1,928) ======= 7. Acquisition of UHV Design Limited Book value of Fair value Total assets and adjustments liabilities at the date of acquisition £000 £000 £000 Fixed assets 128 - 128Current assets 461 - 461Current liabilities (192) - (192)Long term liabilities (8) - (8) ______________________________________________Total net assets at date of acquisition 389 - 389 Consideration paid including acquisition costs 1,141 - 1,141 ______________________________________________Goodwill arising on acquisition 752 - 752 ============================================== The goodwill is being amortised over a period of 20 years, on a straight linebasis. 8. Distribution of document Copies of the interim financial statements will be sent to shareholders and theAIM team shortly. This information is provided by RNS The company news service from the London Stock Exchange