Judges Scientific plc (AIM:JDG)
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Earnings Call: H2 2022

Mar 22, 2023

David Cicurel
Chief Executive Officer, Judges Scientific

Thank you, everyone, for participating, so just to remind those who don't know us, what do we do? We're doing a buy-and-build with manufacturers of scientific instruments. Why are scientific instruments such a great place to do a buy-and-build? and there's three reasons. One is the long-term drivers of the business, which are largely, you know, an explosive long-term growth in university education throughout the world, and the second one is the desire of everybody who does anything to improve the way they're doing it, and, of course, optimizing in the physical world means that you need to measure. You can't optimize what you haven't measured, and we provide the instrument, so this desire is something which is not going to disappear. It will be there again for probably many centuries, so, good long-term drivers, the first thing. A large deal pool.

When we started this business, we calculated there were 2,000 companies in our sector in the UK. And, of course, we're not limiting ourselves to the UK, but we do, on average, you know, just a bit, 1.1 deals a year. So we don't need really a lot more than 2,000 companies. And then low capital use, so that should explain that your traditional buy-and-build is an arbitrage between your own multiple and the multiple of what you're buying. Say, I'm buying this thing on 10 times, and my own multiple is 20 times, so I'm doubling my money. But what we do is an arbitrage between the interest we pay to the bank, which traditionally has been 3%, 4%, now maybe it's 5%, and the return we get on the assets that we're buying, which has been traditionally more like 17%-25%.

It's a much better arbitrage, but it only works if the earnings that you've bought get converted into cash. Otherwise, you need to issue shares, and then you're back to the first arbitrage that I've described. We have very good conversion in a normal year, without COVID. In terms of education, what's needed? Well, we need a strict acquisition discipline. We need to buy sustainable businesses and to pay reasonable prices for them. But also to be able to do these deals, we need a reputation as a good acquirer. We've done 20 acquisitions since May 2005, and we've acquired this reputation to be, you know, honest, straightforward, respectful buyers. This is helping a lot conducting our business model. Then, of course, when you bought these companies, you need to maintain organic growth in the business that you've bought.

As we'll see later, we've had organic growth of 7.4% over the years that we've been in business. And in a nutshell, it's giving the excellent management team good autonomy in running their businesses and helping them optimize their performance. So, the acquisition criteria, well, we need strong exporters in global niches. And our sector is not made only of global niches, but it contains some. And we're trying to buy companies which are always leading their global niche and which have solid EBIT margin, good profits, and cash flow. We've been paying three to six times until recently, three to six times EBIT according to the size. When they're larger, we have to pay more. And, of course, we just did a very large deal in May last year, and we paid seven times.

And I'll come on to that a bit later, why we think it's such a good idea to do that. We're allowed by banks to borrow up to three times EBITDA. And in the past, again, we paid 3%-4% interest. Now we have to pay 5%. And we are hedged on that interest, which means that de facto we pay 5% fixed on the borrowing that we have. So, the deals are slow. It takes a long time to incubate them. The crystallization of these deals is erratic. Sometimes you failed when everything goes well, and every deal you try to do, you do. And sometimes it's frustrating. And we have to be very patient in order to buy, as we said, only good companies at a reasonable multiple. And don't get impatient doing any deal just to do that.

We offer financial certainty for the seller, and we're honorable in the process of buying, which is very important because it's the one deal that sellers will do in their life. They're not serial sellers of companies, so they're very worried about what will happen. And then, of course, the game is to reduce that and reinvest in further acquisition. This is our lap of honor. We've done 20 deals over 18 years, starting with Fire Testing Technology and finishing with Geotek, which was actually strictly 17 years later. So, it's not a lot of deals. And we don't believe that the speed of doing deals is an important attraction for shareholders. What is important is the speed of creating shareholder value. Until, you know, like last week, I think our shares were 100 times higher than the original subscription price of our shares.

We started at GBP 0.95, and they were GBP 96. So, we think that is the speed which counts. Post-acquisition, what do we do? Well, we always need to have good financial controls, which are not always there, and to teach people in the companies that we bought to work with facts and figures. We leave them a great degree of autonomy, and we think that works, and people feel responsible when they're given that respect, trying to promote always excellence and a focus on long term. So, the key message is, of course, because this is a results announcement, is we keep executing the strategy which has worked very well for the last 18 years and not changing. We completed the largest acquisition ever. We spent as much on buying Geotek as all the other deals together.

So, to give an idea of the scope of this deal, and really basically, we bought half the EBIT that we were producing before, and it's delivered a very good second half performance last year, given we bought it at the end of May. But also, we had a record organic performance during the period, and we've increased the dividend 23%. We have a policy of increasing the dividend 10% at least every year, which we've kept that promise for 17 years. But in fact, we've achieved compound growth in dividend of 23% per year. And so, the increase we're proposing now is in sync with the past. We've had to navigate challenges. It has been a very difficult year to produce that performance. A lot of problems with supply chain that everybody talks about this, and we are too.

But we managed to satisfy orders, but not always as quickly as we would have liked or customers would have liked. We've continued to invest heavily in research and development, and we've just, a month and a half ago, strengthened the management team with Team Prestidge, which we are absolutely delighted with that. So, what's the outlook? Well, uncertainty remains in our environment, including, you know, still supply chain issues and big clouds on the international front. And we all hope for peace, and our company really thrives like the scientific sector generally is a very international sector which thrives with peace and cooperation. But we start the year with a record organic order book, and we've had the first two months of the year solid growth in organic order intake. So, I'm going to now pass on to Brad.

Brad Ormsby
CFO, Judges Scientific

Thanks very much, David. And good afternoon, everyone. I guess I want to preface this firstly by saying I think we've really delivered a successful set of results for shareholders. Two reasons. One, record organic results, albeit with lots of operational challenge, particularly through supply chain and more recently inflation. But our teams have battled through this generally successfully. And also, we've completed the largest deal we've ever done with the acquisition of Geotek, and that's really added in the region of 50% to our group's EBIT. Looking at the highlights, total revenue of GBP 113 million, that's up 24% on the prior year. It's a combination of 8% organic revenue itself, a little bit higher than we were at the half year, where we were 7% ahead, and also contribution from Geotek.

24% increase in revenue yielded a substantial increase in profits, with adjusted operating profit up 60% to GBP 30.1 million, up from GBP 18.8 million in the prior year, and a similar increase in earnings per share, with adjusted earnings per share up 53% to a record 363.8 pence, compared with 238.1 pence per share in 2021. The increase in organic revenues was supported by organic order intake, slightly ahead of the prior year comparative, and as we said in the statement, order intake on an organic basis was ahead of revenue, so, that enabled us to also increase the organic order book to a record size equivalent to 21.1 weeks of future budgeted sales, and I'll come back to order intake a little bit later.

We have a great track record in the group of converting profit into cash, and we generated GBP 24 million of cash from operations at a cash conversion of 80%. Our group has a progressive dividend policy, part of our strategy of aiming to provide increasing dividends to shareholders every year. This cash flow enables us to do so. We've increased the full year dividend to 81 pence per share, a 23% increase, and with a final proposed dividend of 59 pence per share. In execution of the other part of our strategy as a buy-and-build group, as I mentioned just before, it enabled us to add the acquisition of Geotek for a cash consideration of GBP 80 million plus excess cash. We also added a final 12% ownership in Bordeaux Acquisition for GBP 2.1 million.

As a reminder, Bordeaux was the vehicle that owned Deben UK and Oxford Cryosystems, two of our trading subsidiaries. Now, having done the largest deal we've ever done in Judges history, unsurprisingly, our balance sheet looks somewhat different to how it looked at the start of the year. In doing the deal, we added GBP 63 million of cash debt, and together with investment in CapEx of more than GBP 6 million, over GBP 4 million paid to shareholders as dividends, and another GBP 4 million in interest and tax. All of that, a total outlay of more than GBP 75 million. Our net debt only increased by GBP 53 million. We ended the period with GBP 52 million of net debt compared with GBP 1.4 million of net cash. Our balance sheet remains a strong feature for the group.

With the cash that we're able to generate, it shows we can quickly deleverage, and our year-end gearing of 1.6 times has reduced quickly from 2.3 times immediately post-acquisition. So, having done the acquisition, we refinanced. Having refinanced, we can now look and say, well, what's our balance sheet like? Well, it's still strong. We have substantial headroom on our covenants. We still have high cash reserves and, importantly, the ability to continue to fund further acquisitions. Looking forward into 2023, you know, we do have quite a variable environment at the moment. There are some positives. There are some negatives, as we noted in the statement. Good news, China opening up, lockdown restrictions largely disappearing. But at the same time, geopolitical tensions are probably the highest that I can remember for many, many years.

At the same time, we still have supply chain challenges together with inflation and higher interest rates, but we enter 2023 with a record organic order book, positive order intake, so we've got lots of reasons to be positive about the year coming, and of course, we're well equipped to deal with any challenges we're inevitably going to have to face. A bit more about performance. Obviously, I've talked about it a little bit already, but I just want to add about five points. Firstly, you can see the impact of Geotek on our performance. The second thing is we've still managed to increase our organic profits to a record level and maintain our organic margins.

But I do want to note that at the end of the first half, when I last presented, we were in a position where we had 7% organic revenue growth and double-digit organic profit growth. And the consequence of the inflation that we faced in the second half, particularly in the last quarter, has meant that organic profit growth is only now in single digits. I'll touch on interest for a moment. David mentioned it before, but we obviously have substantially more interest as a consequence of the additional debt from the acquisition. And that post-acquisition, we hedged the debt. So, we've covered all of our existing debt now. It's essentially fixed for the remaining period of the term, and we're paying thereabouts 5%. So, that gives us confidence that we've, you know, got good control over that cost. We know exactly what we're going to have to pay.

Moving on to taxation, the effective rate on adjusted earnings this year is 17.2%. It's up from 15.2% last year. It's a result of substantially more profit generated this year, with a partial offset of a similar level of benefit that we get from the UK's R&D tax credit scheme. And sadly, this really is the last year we get the SME benefit from that scheme. I would at this point also just stop for a moment and talk about tax and the general environment. You know, everyone, I hope, is aware that from April, the UK corporation tax headline rate is increasing from 19% to 25%. And I just want to illustrate a point of what that means for us. Now, on an annual basis, 6% increase in tax, if you're looking to maintain your earnings per share, means that you have to increase your profits by 8%.

Just to stand still in that context, it's an 8% increase. On top of that, as a result of us settling the earnouts on the Geotek acquisition, which is half in cash, half in shares, we will have a 3% dilution. On top of the corporation tax increase, we're also going to have a 3% dilution. When you're looking at our results between 2022 and 2023 in the future, you've got to be aware of this significant drag between EPS for this year and next year. Lastly, we have adjusting items that take us to the statutory result. The two most significant components are the acquisition costs we incurred on the Geotek deal and also the non-cash amortization of intangible assets that we're required to recognize when we acquire businesses, primarily also Geotek related.

But coming back to order intake, which really is the bellwether for our business. And the best way, I think, to explain this is to talk through the graph. So, the standard graph we present every year has three lines on it: a red line, a black line, and a green line. And just to explain about that, the red line is our internal sales budget. So, we set this every year. It's a straight horizontal line and only changes if we acquire a business. And you can see towards the end of the graph on the right-hand side, there's a bit of a jump where we've acquired Geotek and we've added their cumulative budget for the rest of the year. And the end of the graph is the end of December 2022. So, the black line, what does that measure against it?

That is the trailing 12 months of orders. What we're looking for with that is to at least be touching the red line by the end of the year such that we've had sufficient orders for which to satisfy our sales budget. The green line is the last four months of orders annualized. It's always a more jagged line than the black line, simply because it's a shorter-term measure. An order intake over short periods is never smooth. This year, because of the materiality of the Geotek acquisition, we've also added in three extra lines to reflect the organic performance as well as the total performance.

You know, what you can see in the graph is that the organic line, which is the one below the top of the black line, has stayed above the original red line pretty much throughout the year and ended certainly above it. And consequently, this is why we said in the statement that order intake was ahead of revenue this year. Albeit, you can also see from the nature of the line that that's why our order intake hasn't increased significantly. And at the same time, in total, you can see we've had good order intake from Geotek post-acquisition. Looking forward, as David mentioned before, we've had solid order intake growth for the first two months of the year. So, we've entered 2023 with a record order book and good intake so far this year. It's a good platform for 2023.

This slide really reconciles between the 2021 and 2022 profit contributions of the business before central costs. I said earlier that we've had organic growth to take us to record results. You can see the net there. What that shows you is that some of our businesses have achieved record performance this year, but also some have stepped a bit backwards. Then on the third column, reconciling between the two green columns, is the effect of the Geotek acquisition, which is significant. Ideally, next year, what we're looking for is a bit more net organic growth and still some green in the acquisitions column. I won't dwell too long. I've talked a bit about balance sheet already. The key feature on this, net debt. As I said before, you know, we've added additional debt from the acquisition.

We've invested in CapEx, which, you know, a lot of that's gone towards buildings for our businesses or refurbishments of buildings for our businesses. Investment into tax interest and also payment of dividends to shareholders in excess of GBP 75 million. We've only increased debt by GBP 53 million. And so, consequently, you can see that ability to deleverage through the cash flow. Just want to take a moment to talk about the third pillar of Judges. Normally, our working capital is somewhere in the region of 10% of annual revenue. It's a bit higher this year. We've had to invest in inventory as a consequence of the supply chain challenges. And also, by acknowledgement, our receivables are a bit higher than I'd like. But we do have blue chip customers, both for industry and university, so experience minimal bad debt.

One other key measure for us is return on total invested capital. You know, in its simplest form, it's a function of the multiples we pay for the businesses we acquire, and 17 years ago, amazingly enough, we bought our first business, FTT, and we paid a little less than five times, so we started around 20%, and growing ROTIC thereafter requires improved financial performance and/or buying businesses at lower multiples. As we get to the middle of the graph, you can see there's two cliff edges when we acquired GDS and Scientifica, which were then two substantial deals for us, and we paid six times for them. Smaller deals, lower multiples, they affect ROTIC less now, so what's happened this year with our organic? ROTIC has improved slightly to 28.7%, and the total ROTIC post-acquisition is 21.3%.

Just to add a bit of context, David touched on it before, but we've acquired a business which is equivalent to the, from a consideration point of view, to the total we've spent on all our other acquisitions beforehand. We paid a multiple of seven times, which, if you're doing the math, is essentially an opening return on capital for that acquisition of around 14.5%. It's naturally, mechanically going to have a drag on your return on capital. It really is the quid pro quo. If you're going to buy bigger businesses with higher profits, you generally have to pay higher multiples, and it does have this effect on your return on capital. On the left-hand side of the slide, you can see a summary of, you know, all of our businesses by revenue, and you can see that no one single business overly dominates.

Each of our businesses manufactures scientific instruments for different end markets, so we're diversified by scientific application, and as a high exporter, with more than 85% of our revenue exported, you can also see that there's no single country or region that overly dominates, so moving on to my penultimate slide about some of the key statistics around the long-term success of our group. Revenues, profits, and earnings per share have all grown strongly over our group's history. This year no different. Record revenue, record profits, record earnings per share, and for a business which has a business model of buying sustainably profitable businesses, we have a compound organic revenue growth of over 7%, and with related profit growth into double figures. I think it's a creditable result for us. Dividends have also increased by more than 10% per annum, and this year, we've increased the dividend by 23%.

That's in line with our long-term compound growth of the dividend, also 23%. So, GBP 0.81 per share now and GBP 0.59 for the final proposed dividend. And lastly, continued focus on cash generation enables us to always continue to be able to weather difficult conditions, quickly reduce debt, and deleverage, make space for further acquisitions, and be able to provide increasing dividend returns for our shareholders. Just coming back to the refi we did at the time of the Geotek acquisition, it replaced our previous GBP 60 million facility with a new four-year multi-bank GBP 100 million facility. And I must thank both Lloyds, who have supported us over many, many years since really the start of Judges, with unwavering support and delighted also to bring in Santander and Bank of Ireland into this facility as two great new long-term relationship partners for us. So, what's in the facility?

25 million term loan that amortizes on a straight line basis over the life of the term, a GBP 55 million revolving credit facility to fund our acquisitions, and a GBP 20 million uncommitted accordion, which, if activated, adds to the RCF. Our covenants are similar to how they were under the previous facility, except that we now have gearing at three times instead of two and a half times. Our third covenant that was originally minimum EBITDA cover is no longer required. Our interest rates are consistent with the previous facility, except, again, we have a higher rate above two and a half times. All in all, this provides us with substantially more acquisition power. On that note, I think it's time to hand back to David and let him talk through the growth strategy and the acquisitions we've already done. Yeah, thank you.

Thank you very much, Brad. So, in a nutshell, Geotek is based on an instrument which enables several analyses to take place on geological cores. And this is an instrument that other people don't have. So, it's an original instrument, and it's non-destructive. You know, a lot of mining, oil companies, governments have large quantities of cores that they've extracted. And it enables you to do all these analyses at the same time and to log with sophisticated software, which gives a three-dimensional map of the terrain where you've extracted these cores and know all the physical, chemical, radioactive, or whatever properties of that terrain. So, the business has three activities. One is MSCL services, which is basically the digitalization of core repository. And there's three companies that have a long-term relationship with us, and two of them are on three-year contracts.

And we talk about two oil companies in Brazil and in Indonesia, and one mining company in Brazil. And the idea is to send a lot of equipment and a team next to the core repository and analyze a very, very large number of these cores and create this digital map of the areas where they have been prospecting. And it's very useful for everybody to have on their laptop instead of having to go and physically take these cores from the place where they are stored. So, we think this is a business which is very capable of growing because there's a lot of other mining and oil companies in the world which have these cores, which are just physical cores, which are now exploited and digitized. So, there's a third business about gas hydrates.

Gas hydrates are a combination of water and methane, and at a certain condition of temperature and pressure, these hydrates become hard, and it's obviously way, way under the sea or under the permafrost, and the idea is that you want to take them out. They're a fantastic source of energy and other knowledge, and you want to take them out and analyze them like you analyze all the other cores. The problem is that when you take them out of the environment and to normal pressure and temperature, then they separate between the water and the methane, and you have nothing to analyze, so the company has, again, a proprietary device which enables the core to be taken to the surface and for analysis without losing its characteristics, and these three businesses are the instrument, MSCL services, and coring. They're about equal in size.

So, why are we so excited with this acquisition? Well, it's a very good size because it's a company which is capable of producing GBP 11.5 million, which is much, much larger than we bought before. At a reasonable multiple. I think most people understand that the larger the company, the higher the multiple. And seven times for this size is, we think, a reasonable deal. It's a company like everything we would try to buy is a high exporter in a global niche with strong margin and strong cash generation. And it's very earnings-enhancing, as we've just seen, because it's basically improved our earnings by one half. So, we paid GBP 80 million for this. GBP 40 million was cash, and GBP 35 million was an earn-out, which now has been recognized that we will have to pay it. And it's to be paid in the next few days.

Half of the earned add is paid in cash, and half of it is in shares at the value when we agreed the deal. The result of all this is we will have paid seven times for this deal, which we think is an excellent deal for us. We also did a small transaction this year, but we can't forget it, is that we bought the 12% of Bordeaux we didn't own. So, there was 12% of Bordeaux which didn't belong to us. Bordeaux is a company which has generated 2.8 million EBIT in 2021. So, when we agreed to do this deal, we agreed to pay four and a half times the 12% of that EBIT. So, it's really basically like doing a small deal on a 4.5% multiple. So, this one is for Mark.

And it's how do we deliver organic growth when we bought all these companies? So, up to you. David, thank you very much. And welcome to everybody. So, you know, once David has bought all these wonderful businesses that we have, my job is to try and make them as good as they can be and generate some organic growth from them. And really, our strategy is very much to try and retain all the best bits of small entrepreneurial businesses, the energy, the independence, and the entrepreneurism, while adding some of the benefits of being part of a bigger group. Now, there are plenty of groups around whose way they do that is by serious integration. That isn't our model at all. We believe that these are all pretty small businesses, and they've been successful by being really close to the customer.

But not only just close to the customer, the fact that their R&D and their production and their sales and their finance are usually all in one small building and able to talk to each other really quickly and respond to customer needs is a huge benefit. So, we leave these businesses with a huge amount of autonomy, and we try and do, as I say, all the things that they're good at and add some extras. So, apart from the autonomy, the sorts of things we add is many of these businesses have struggled financially. They need money. It's difficult to get money from a bank, even if they've been successful. So, we've got great funding for CapEx if they need it. Not that many of them need very much, but also particularly for R&D.

So, we're always pushing them to think about new products and come up with a nice pipeline of new products to introduce progressively each year. That isn't always hugely expensive, but it does require some money. We introduce them to all their peers around the group, be that MD peers or other sales directors, the other production directors, the other finance directors, the other R&D directors, and encourage them to collaborate, learn from each other, and benchmark themselves against each other in order to learn what they do well and what they do perhaps less well. The other thing is that many of these businesses are built around technical people. And as they grow, in my view, the premium that we need to place on leadership becomes higher and higher.

As we hire more people, as they hire more people, they need to become better leaders, be that at the MD level or at the director or head of department level. And therefore, I invest a lot of time in working with them and mentoring them on leadership of the company or of their teams. That also then translates into some work on succession planning, etc. We also tend to give them much more regular targets and work with them to try and produce a steady stream of revenue rather than just getting to month 10 or month 11 and having a bit of a rush. And then finally, you know, from their point of view, probably the least sexy part of all this is better financial controls.

Again, we show them how we can help them produce regular but simple monthly management accounts that gives them a much clearer idea of where they are, where they're making their money, where they're not making their money, etc. Then increasingly, probably the final thing I would say is that many of these businesses have some exposure overseas, but not as much as they'd want in all countries. What we can do through the network of the other countries, you know, if one company's never expanded into Germany, we can introduce them to a company that has and ditto China and the USA. In fact, potentially even have some Judges' facilities there to make it much easier for them to move into those markets.

So, overall, and to keep it short, I would say that we're trying to give them the best of both worlds, maintain their autonomy, independence, and speed of action, but also give them a helping hand and some financial support and encouragement from the sidelines. Thank you very much. Thank you so much, Mark. We're going on to the outlook. We believe that the long-term fundamentals of Judges are positive and they're completely unchanged since we started that business 18 years ago. They're always the same. The market drivers are excellent. We have a strong balance sheet. We're absolutely obsessed with creating shareholder value, which I think is the purpose of the company. The environment keeps being uncertain. There's a lot of geopolitical uncertainty, as we all know.

The world is probably a difficult place, as difficult as it's been since the Cuba crisis many, many years ago. The supply chain remained very problematic. If nothing changes in the world, probably it will slowly alleviate, partly because of the end of the Chinese lockdowns. Of course, there's now a resurgence of inflation and with it, higher interest rates, which we have to deal with that. In the past, everybody was used to inflation and high interest rates. The last 20 years, we've forgotten what it was. Now we have to be alert and think on our feet in terms of dealing with that. In terms of current trading, we're starting the year with a record organic order book and a solid order intake in the first two months of the year.

We continue to benefit from very good exchange rates as the sterling against the dollars are on 1.2. That's very important for us because we manufacture in the U.K., but we sell mostly abroad. People who think in dollars. What's the investment case for Judges? You know, we have a robust business model. We're very disciplined in pursuing it. There's a lot of targets. We find a lot of acquisitions which are earnings-enhancing, and we're going to do those. The drivers of growth are very strong with acquisitions and optimization. We're well diversified by geography and by scientific discipline. We're completely obsessed with shareholder value, which is creating profits, cash, reducing debt, growing the dividend, and creating good return on the capital we invest. We have this policy of growing the dividend by at least 10% per year, which we've done for the past 16 years.

Actually, I think it says 15. But that means in the bad year, we increase 10%. In a good year, we increase more. And as a result of this, we've increased it by compound 23% since we started. And for private people in the U.K., mostly those who are not young, our shares, we believe, are free of inheritance tax if one has held them for at least two years. So, on the whole, we think that that's a good summary of the investment case. And now we open to questions and answers, please. Thank you very much, David. So, the first question: are defense industry businesses significant customers of Judges? Yeah, no, we don't think they are. It's possible that there are some defense companies, but it's not definitely not a focus of any of our companies. And two related questions, excellent results.

Do you think that much larger deals such as Geotek are likely to be the pattern over the next few years? And is that the focus as the company increases in size? And another question in the same ilk: is the average size of potential acquisitions in your pipeline larger than it has been historically? Yeah, okay. If I may, I'd like to answer the second question first. I think probably it is a bit bigger in the pipeline, but I think it doesn't show anything, and it's just a coincidence. I don't think that there's any trend that could be drawn from that. And of course, larger deals such as Geotek, I think we're certainly not going to have a pattern of doing only larger deals. And we're going to keep doing the deals that we were doing before, which are extremely earnings-enhancing.

But the truth is we don't find enough of these deals to use all our deal-making capacity, which we call our deal equity, which is the money available to do deals, which is a much larger amount of the cash we have in the bank. And so, because we optimize, of course, our model by using up a substantial portion of that deal equity, we may be doing more and more often a larger deal. But it doesn't mean we're stopping to do the other deals. But from time to time, we will end up having a lot of unused deal equity, and we'll do a larger deal. And we will, unfortunately, for larger deals, you have to pay more. And I think, you know, what you pay for these deals is very essential in terms of the return you get from that.

What caused the significant reduction in the UK order intake? Well, maybe my colleagues have a better answer than me, but I think the principal cause is that in the previous year, we had an enormous increase in the UK order intake. And the reason for that is that we were able to travel in the UK and to visit our clients. And they were back in the office and able to write orders. And we were not allowed really to travel to many places in the world. And you have entire areas which were completely closed to us, which is in particular the United States. So, we had a very good performance in 2021, and 2022 wasn't quite as good. So, you know, it went down. And is there a lock-in for acquirers of earn-out shares? And if so, for how long? No, there's no lock-in.

We don't really like lock-ins because if you have a guy in a cell and suddenly you give him the key, the only thing he wants is to escape. Even if he has nowhere to go and sleep and it's minus 20 outside, he'd still go out. And we prefer shareholders who are voluntary shareholders and who like to have our shares. And we don't prevent them from selling them. And we think that's the best way to keep them. And it's interesting because, you know, we have some people who have had shares from selling us a business like 18 years ago, which is the first deal we did. And they still have the shares, and they made a big, big multiple of the money they got by selling their business by just keeping the shares, which was a very, very small proportion of the deal.

So, we want people who are happy. We want happy shareholders. We don't want false shareholders. So, no, there's no lock-in. You talk about the importance of China opening up again. For what do you depend on China for? Is it markets or components? People tend to think of China as a source of cheap components, but it's absolutely not that for us. China is a very, very significant market. For many of our products, the component content is actually pretty low. And saving a few percent on a few percent is not nearly as important as the sales value potentially of those products. So, the key for us in terms of China is as a sales market for us. I'd say that, you know, probably less than 10% of our purchases come from China, whereas, as you saw from Brad's graph, a substantial proportion of our sales go there.

Congratulations on the results and the record acquisition. Do you see the market for acquisitions normalizing in terms of asking prices from sellers? You know, I think actually the market is normalized. I don't think it's quite abnormal at this point. And I can't say that we observe that people are demanding higher prices or happy to sell lower prices at this point. Undoubtedly, if interest rates remain high for long duration, it will have an impact on valuation. But I can't say that at this point I've observed anything in good or in bad. It's just like before. Is it a competitive environment? And who do you see as your competition for the acquisitions? Or do those that you look at never hit the market? I would say that small deals, which are deals below 1 million GBP EBIT, some of them don't hit the market.

For those, we have very little competition. There's one smaller public company that a lot of people know called SDI, not advertising them rather than our shares, but we have to recognize that they exist. Apart from them, there is not so much competition for smaller deals. Companies producing more than one million EBIT, it's rare that they don't hit the market. Usually, they are actually marketed by professionals. We have to say that the biggest competition is always, always, always private equity. I'm not saying that they're the only ones buying, but there's a wealth of private equity funds who are trying to buy these companies. It's difficult to compete with them, yeah. But some of them don't hit the market.

It was the case for Geotek in spite of its size because it had hit the market before COVID, and then the deal was pulled because of COVID. It's never pleasant to market a company twice. We have an excellent reputation, and people know that they can talk to us on a completely confidential basis. They're just, you know, they were happy to test whether we'd pay them a fair price and on the basis of, of course, a very bad year. Because they only made GBP 1.5 million in the COVID year. We were lucky to have a good contact within the company with one of our non-executive directors because they were ex-colleagues at Oxford Instruments. As a result of this, we were able to buy it off-market. It's not easy to find large companies off-market.

We have to compete. But not every deal gets done. And what I can say is that when a deal fails, and if we were not the best bidder, it always comes back to us. Do you have any super salespeople who are out there promoting all the equipment within the group? Or is it just individuals within each of our companies? So, is there any cross-selling? We don't have any super salespeople. Each of our businesses markets to a slightly different customer base, and there's relatively little opportunity for cross-selling within the group. So, that wouldn't be something that helps particularly. And also, it would sort of undermine the general ethos of the business and the group of each company being fiercely independent. Although I'd probably add that we do have super salespeople. Yes, absolutely. They just don't cross-sell. Thank you very much.

To what extent is the profitability of this first half to 2022 sustainable going forward? I think it's fair to say that if you look at the business from an organic basis, then historically, we're a little bit more weighted to H2 than H1, but not a huge difference. In these results, we've got the post-acquisition results from Geotek, and they are very heavily weighted in this second half to H2. So, you know, what we were saying about acquiring Geotek is that really we bought a business that we believe we're paying the full earn-out has got around 11.5 million sustainable EBITs. And the nature of one of the revenue streams means that it has one project a year that could be in the first half, could be part in the first half, part in the second half, could be in the second half.

You can't just, and it would be very dangerous too, by the way, try to divide the contribution it's had in the second half of this year and, you know, essentially, you know, divide it by seven and multiply it by 12 and assume that that's what you get for a normal year. What you've really got to look at is take that number out of the full year and add back the sustainable EBIT of 11.5. That gives you a more fair measure of what it might be on an annualized basis. I hope that helps answer the question. Please do not try and divide the inorganic contribution by seven and multiply by 12. You really will be out.

The information that we've provided, particularly in the notes as well, about what we're paying on an earn-out basis on sustainable EBIT is really what you should be guided by for that. And you mentioned the regular increase in dividends each year over many years, and congratulations on that. However, the converse is that your dividend percentage is not exactly exciting at less than 1%. Isn't it capital growth that's your forte? Yes, it is true that our yield is not great. But there's two things I want to say. First, if you take, you know, 1% or less than 1%, and if you add 23% every year over a few years, you're going to find that it's a lot of money compared to what you started with.

As a matter of, you know, illustration, we've been, you know, when we became an instrument company nearly 18 years ago, we issued our shares at GBP 1, which was a bit more than the original price of GBP 0.95. And if we kept increasing by 23%, next year we'd pay GBP 1. So, it's a return of 100%. So, if you manage to have a lot of growth in the dividend, although the yield is not great, the yield compared to today's price would soon become quite attractive. But the problem is people understand this, and so our shares are going up, and this is why shares are up 100 times. So, you know, we issued them at GBP 1. 18 years later, they were recently nearly GBP 100. And now the dividend is nearly GBP 1. And so, it's still 1%.

So, and we like our shares to go up, and our shareholders love our shares to go up, but it's a race you can't win. And we, you know, as long as the business functions and people have faith that we're going to keep increasing that dividend and increasing our profits, we will never manage to have a yield which goes much above 1%. It will never work. So, it's just a question of patience, but it goes quite quickly. And we believe that, you know, the promise of increasing the dividend by a certain figure every year is in itself an enormous value. But you can't make that promise if you distribute a large proportion of your distributable profit. So, you have to, you know, you have to have a dividend well covered to make that promise. And our dividend is covered four and a half times.

And I agree that, you know, if it's 0.8% yield, then, you know, we could pay a lot more. You know, we could pay 3%, and it would be covered, but we couldn't then, we would not be able to make that promise anymore. So, it requires patience. Well, that's all we've got time for of questions. Do you have any closing remarks? No, sir. I wanted to, you know, thank everybody for attending and for the interesting questions. Also, you know, Tim, thank you very much for orchestrating all this and Tim. And I want to say it was a very eventful year, one of our most successful years. But it was tough going with, you know, trying to satisfy our customers. And I hope we have, you know, as good a year and maybe a little bit less hard this year.

We look forward to speaking to anybody who is still interested in coming back with a question in September.

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