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PRV Porvair Plc

608.00
-4.00 (-0.65%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Porvair Plc LSE:PRV London Ordinary Share GB0006963689 ORD 2P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -4.00 -0.65% 608.00 600.00 620.00 630.00 618.00 620.00 9,315 16:35:20
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Chemicals & Chem Preps, Nec 176.01M 15.97M 0.3445 17.94 286.45M

Porvair PLC Results for the year ended 30 November 2017 (1238D)

29/01/2018 7:00am

UK Regulatory


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RNS Number : 1238D

Porvair PLC

29 January 2018

For immediate release 29 January 2018

Results for the year ended 30 November 2017

Record revenue, profit before tax and strong cash generation

Porvair plc ("Porvair" or "the Group"), the specialist filtration and environmental technology group, today announces its results for the year ended 30 November 2017.

Highlights

Strong financial performance:

   --      Record revenue of GBP116.4 million (2016: GBP109.4 million), up 6%. 
   --      16% increase in profit before tax to a record GBP11.7 million (2016: GBP10.1 million). 
   --      Basic earnings per share up 14% to a record of 19.5 pence (2016: 17.1 pence). 
   --      Revenue growth at constant currency*, stripping out large projects, was 11%. 

-- Strong cash generation: net cash was GBP9.8 million at 30 November 2017 (2016: GBP13.6 million) after GBP11.4 million (2016: GBP7.4 million) was invested in capital expenditure and acquisitions.

-- Final dividend of 2.7 pence per share (2016: 2.4 pence per share) recommended, an increase of 12.5%.

-- JG Finneran Associates Inc., acquired on 4 April 2017, trading ahead of our expectations. Integration actions going well.

   --      Rohasys BV, acquired on 7 December 2017, has started well. 

Commenting on the outlook, Ben Stocks, Chief Executive, said:

"The Group has started 2018 with a healthy order position and is trading well. Investments in capacity and manufacturing capabilities have continued throughout 2017 and will allow for further growth. JG Finneran Associates Inc., acquired in April 2017, is performing ahead of our expectations and Rohasys BV, acquired in December 2017, is a good strategic fit and has started well. The Group remains in a strong financial position and a promising start has been made to the current financial year."

*See note 14 for definition of revenue at constant currency.

For further information please contact:

 
 Porvair plc                             020 7466 5000        today 
 Ben Stocks, Chief Executive             01553 765 500   thereafter 
 Chris Tyler, Group Finance Director 
 Buchanan Communications                 020 7466 5000 
 Charles Ryland / Steph Watson 
 

An analyst briefing will take place at 9:30 a.m. on Monday 29 January 2018 at Buchanan. An audio webcast and a copy of the presentation will be available at www.porvair.com on the day.

Operating review

Overview of 2017

 
                                    2017    2016   Growth 
                                    GBPm    GBPm        % 
 Revenue                           116.4   109.4        6 
                                  ------  ------  ------- 
 Profit before tax                  11.7    10.1       16 
                                  ------  ------  ------- 
 Earnings per share                19.5p   17.1p       14 
                                  ------  ------  ------- 
 
 Cash generated from operations     12.3    13.4 
                                  ------  ------ 
 Net cash                            9.8    13.6 
                                  ------  ------ 
 

Profit before tax in the year ended 30 November 2017 was up 16% to a record GBP11.7 million. Earnings per share increased 14% to 19.5 pence. Strong cash generation enabled the Group to finish the year with net cash of GBP9.8 million having invested GBP11.4 million in capital expenditure and acquisitions in the year.

Revenue was GBP116.4 million, an increase of 6%. Record revenue was achieved in aerospace filtration, by the Microfiltration division's US operation, by Seal Analytical, and in aluminium filtration. Demand in the nuclear, general industrial and bioscience markets was also strong. JG Finneran Associates Inc. ("JGF") was acquired in April 2017 and has traded ahead of our expectations over the balance of the year.

Over the last five years, the Group has delivered revenue growth of 52% (9% CAGR) and cash from operations of GBP65 million. Profit before tax has increased 83% at a CAGR of 13%. Over the same period, GBP34 million has been invested in capital expenditure and acquisitions, while net debt of GBP3.9 million has moved into a cash position of GBP9.8 million. In 2017, the Group's after tax operating profit return on operating capital was 46% (2016: 48%).

Strategic statement

Porvair's strategy is to generate shareholder value through the development of specialist filtration and associated environmental technology businesses, both organically and by acquisition. Such businesses have certain key characteristics in common:

   --      Specialist design or engineering skills are required; 

-- Product use and replacement is mandated by regulation, quality accreditation or a maintenance cycle; and

   --      Products are typically designed into a system that will have a long life-cycle. 

This strategy continues to work well for the Group, which moves into 2018 in a position of financial strength, able to invest in both organic and acquired growth as appropriate.

Business model outline

Our customers require filtration or emission control products that perform to a given specification. We win business by offering the best technical solutions for these requirements at an acceptable commercial cost. Filtration expertise is applicable across all markets served, with new products generally being adaptations of existing designs. Experience in particular markets or applications is valuable in building customer confidence. Domain knowledge is important, as is deciding where to direct resources.

This leads us to:

   1.   Focus on regulated markets where we see long term growth potential. 

2. Look for applications where product use is mandated and replacement demand is therefore regular.

   3.   Make new product development a core business activity. 
   4.   Establish geographic presence where end-markets require. 
   5.   Invest in both organic and acquired growth. 

Therefore:

-- We focus on four markets: aerospace; energy and industrial; laboratories; and higher grade molten metals. All have clear structural growth drivers.

-- Our products are specialist in nature and typically protect costly or complex downstream systems. They are normally replaced regularly. A high proportion of our annual revenue is from repeat orders.

-- We prioritise new product development to generate growth rates in excess of the underlying market. Where possible we build robust intellectual property around our product developments.

-- Our geographic presence follows the markets we serve: 54% of revenue is in the Americas; 19% in Asia; 13% in the EU; 13% in the UK; and 1% in Africa.

-- We aim to meet dividend and investment needs from free cash flow and modest borrowing facilities. In recent years we have expanded the Group's manufacturing capacity in the UK, Germany, US and China and made several small acquisitions. All investments are subject to a hurdle rate analysis based on strategic and financial priorities.

Operating structure

-- In 2017 the Group operated with two divisions. The Microfiltration division served the aerospace, energy and industrial, and laboratory markets. The Metals Filtration division focused on the filtration of molten metals, principally aluminium.

-- In 2018 the Group will move to three divisions. It will change its management and reporting structure to improve market focus and offer greater investor clarity. Each division addresses a core market: Aerospace & Industrial (approximately 40% of Group revenue); Laboratory (approximately 30% of Group revenue); and Metal Melt Quality (approximately 30% of Group revenue).

-- The Group has plants in the US, UK, Germany, Netherlands and China. In 2017, 57% of revenue was manufactured in the US, 32% in the UK, 9% in Germany and 2% in China.

Investment and future development

The Group invested GBP11.4 million (2016: GBP7.4 million) in acquisitions and capital expenditure in the year. The main investments made during 2017 were:

-- The acquisition of JGF on 4 April 2017, expanding the Group's offering in laboratory filtration, sample preparation, and chromatography consumables. Based in the US, JGF adds stronger distribution capabilities for these products and fits well with our established life science activities. Opportunities for combining manufacturing and distribution have already been realised and a wider product offering resulted in record revenues for our existing microplate business.

-- Investments have been made in JGF to expand machine capacity. Plans to expand the facility in Vineland, NJ, are now well advanced.

-- A new manufacturing unit for the manufacture of aerospace inerting filters was commissioned in the UK, bringing some manufacture in-house and improving productivity.

   --      A new facility for Seal Analytical in the US was opened at the start of the year. 
   --      Further investments were made to expand our Metal Melt Quality capabilities in China. 
   --      New capacity and equipment was added to our ceramic 3D manufacturing capability in the US. 

-- We will complete the expansion of our US microelectronics filtration facility and update our UK laboratory filtration media manufacturing in 2018.

-- On 7 December 2017 we acquired Rohasys BV ("Rohasys"), a Dutch company that brings robotic sample handling expertise to the Group. We believe this will greatly enhance the Group's new product development capabilities in the Laboratory division.

New product development remains core to Porvair's strategy, with incremental range extensions and increasing product differentiation being priorities. In 2017 research and development spending was GBP4.1 million (2016: GBP3.7 million), highlights of that development include:

   --      Our latest commercial aerospace inerting filter went into production. 

-- Seal Analytical launched one new platform and two model upgrades. Two further introductions are planned for 2018, including a major overhaul and upgrade of one of our key products.

-- New 3D printed ceramic filters were introduced. The Group is one of very few with a successful commercial offering of this unique technology.

-- A high strength HEPA nuclear filter was introduced and significant orders won. Production is now underway.

Divisional review

Microfiltration

 
                     2017   2016   Growth 
                     GBPm   GBPm        % 
 Revenue             78.6   74.6        5 
                    -----  -----  ------- 
 Operating profit    12.8   11.8        8 
                    -----  -----  ------- 
 

Record results were achieved in the Microfiltration division. Revenue was up 5% to GBP78.6 million and operating profit was up 8% to GBP12.8 million.

Adjusting for large projects (a net revenue decline of GBP9.3 million, as forecast), the impact of acquisitions (a revenue increase of GBP5.9 million), and exchange translation effects, underlying revenue growth was 7%. Making these same adjustments, underlying operating profit growth was 12%.

Demand in aerospace and industrial markets was encouraging. Aerospace revenues grew 8%. Nuclear filtration had a good year and finished strongly with a substantial order in the final quarter that will ship in 2018. Revenues in the US industrial businesses were up 10%.

Large gasification projects are moving into commissioning phase, with installations in South Korea, India and China planning further start-up runs in 2018. The Indian Joint Venture agreement to design and build cleaning equipment for the Indian installation is making progress. As set out in previous statements, the Group uses long term contract accounting for these large projects. Revenue is principally recognised through the manufacturing and shipping phase of each project: GBP19.5 million was reported in 2014; GBP5.5 million in 2015; GBP9.6 million in 2016; and GBP0.3 million in 2017. Allowance is made for potential future costs arising during the commissioning and warranty stages of the projects. Profits become more certain as the projects mature. Profit of GBP1.1 million (2016: GBP2.4 million) was recognised in the year.

In what will become the new Laboratory division in 2018, Seal Analytical ("Seal") achieved another record result with revenue growth of 5% (4% in constant currency). Seal is a leading supplier of equipment and consumables to environmental laboratories and specialises in equipment for the detection of inorganic contamination in water. This niche market grows as water quality standards improve. Seal distinguishes itself from its competitors with an active new product development programme and five new platforms have been introduced over the last five years. Two more will be introduced in 2018. Seal's five-year compound annual revenue growth is 11%.

The balance of the Laboratory division will trade as Porvair Sciences and will focus on the growing demand for laboratory filters and associated consumables. Of particular interest will be laboratory sample preparation, a key filtration step in most analytical science activities. The Group has some proprietary capabilities in the field and we plan to invest in these to improve manufacturing and broaden distribution. The acquisition of JGF and Rohasys are key to this plan. JGF has started very well, exceeding the targets agreed at the time of the acquisition and expanding its capacity to meet expected further growth. General bioscience filtration grew 16% in 2017.

Metals Filtration

 
                     2017   2016   Growth 
                     GBPm   GBPm        % 
 Revenue             37.8   34.7        9 
                    -----  -----  ------- 
 Operating profit     1.7    2.2     (20) 
                    -----  -----  ------- 
 

This division serves three market segments and has a well differentiated and patented product range:

-- Selee CSX(TM) and Selee CSW(TM) for aluminium cast house filtration. These products have a unique environmental footprint in being free of phosphates and ceramic fibres.

-- Selee IC(TM) for grey and ductile iron filtration. This range is sold principally in the US and offers excellent filtration efficiency.

-- Selee SA(TM) for the filtration of nickel cobalt alloys (super alloys). This niche application requires exceptional filtration performance and uses proprietary manufacturing techniques.

Revenue increased by 9% to GBP37.8 million. This was a record, albeit flattered by currency movements. At constant currency revenue for the year was up 1%. Sales revenues in the US grew 3%, led by super alloy demand.

Losses in China, higher than expected US healthcare costs, and some US production inefficiencies held operating profit back to GBP1.7 million. This result was disappointing and steps were taken in the final quarter to put 2018 on a stronger footing. This will mean growing volumes in China; continuing to build market share with our patented filtration range; and expanding our ceramic 3D manufacturing capabilities which are showing promise in several new super alloy melt quality niches.

As the Chinese aluminium market develops, we expect demand for our proprietary filters to grow, based on demonstrably better quality and environmental performance. Higher grades of metal require better filtration and Chinese producers are moving to higher grade alloys. We are prepared to be patient in building our position and continue to sell on value rather than price. This can be frustrating, but our experience in other parts of the world (where sales of Selee CSX(TM) achieved another record in 2017) gives us confidence that this is the right strategy.

Dividends

The Board re-affirms its preference for a progressive dividend and recommends an improved final dividend of 2.7pence per share (2016: 2.4 pence). This makes the full year dividend 4.2 pence per share (2016: 3.8 pence), an increase of 11%.

Staff

Porvair continues to grow and the Board welcomes the new staff who have joined us during 2017, particularly those at JGF and Rohasys. We are delighted to be working with them all. We recognise that our success is entirely due to the skill and commitment of our staff, to whom we offer our thanks.

Board changes

We were pleased to welcome John Nicholas to the Board as an Independent Non-Executive Director and Chairman elect. John brings wide experience to the Board having served on the Boards of Rotork plc, Hunting plc, Ceres Power Holdings plc, Mondi plc and Diploma plc, where he is Chairman. He will take over as Chairman from Charles Matthews, who will retire from the Board at the April 2018 AGM. Under Charles' Chairmanship, sales revenue at Porvair has grown 159% at a CAGR of 8%; profit before tax has increased 329% at a CAGR of 13%; and the Group's market capitalisation has grown approximately five-fold. This is a record that befits a fine Chairman, one with whom it has been a pleasure to work. He will leave with our sincerest thanks and best wishes.

Current trading and outlook

The Group has started 2018 with a healthy order position and is trading well. Investments in capacity and manufacturing capabilities have continued throughout 2017 and will allow for further growth. JGF, acquired in April 2017, is performing ahead of our expectations and Rohasys, acquired in December 2017, is a good strategic fit and has started well. The Group remains in a strong financial position and a promising start has been made to the current financial year.

Ben Stocks

Group Chief Executive

26 January 2018

Financial review

Group operating performance

 
                       2017    2016   Growth 
                       GBPm    GBPm        % 
 Revenue              116.4   109.4        6 
                     ------  ------  ------- 
 Operating profit      12.3    10.7       16 
                     ------  ------  ------- 
 Profit before tax     11.7    10.1       16 
                     ------  ------  ------- 
 

Reported revenue growth was 6%. Operating profit was up 16% and profit before tax increased by 16%.

Operating profit margins were 10.6% (2016: 9.7%). Margins improved in the Microfiltration division to 16.4% (2016: 15.9%) and central costs were lower. Metals Filtration margins reduced to 4.6% (2016: 6.2%) for the reasons described in the Operating Review. Central costs reduced to GBP2.2 million (2016: GBP3.3 million). In addition to normal head office costs, central costs includes acquisition expenses written off in the year of GBP0.5 million (2016: GBPnil); and share based payment charges of GBP0.5 million (2016: GBP0.5 million). It also includes the release of prior year currency contract mark-to-market provisions of GBP1.0 million (2016: charge of GBP1.0 million), with a corresponding higher charge in Microfiltration from booking the currency contracts at contract rates in the operating division.

Operating profit includes amortisation charges on intangible assets arising on acquisition of GBP0.3 million (2016: GBP0.3 million); and a charge of GBPnil (2016: GBP0.1 million) from the reassessment of acquisition consideration.

Impact of exchange rate movements on performance

The international nature of the Group's business means that relative movements in exchange rates can affect reported performance. The average rate used for translating the results of US operations into Sterling was $1.29:GBP1 (2016: $1.38:GBP1) and the Group's Euro denominated operations were translated at EUR1.15:GBP1 (2016: EUR1.25:GBP1). The rates used to translate the balance sheet at 30 November 2017 were $1.35: GBP1 (2016: $1.25:GBP1) and EUR1.14:GBP1 (2016: EUR1.18:GBP1). Weaker Sterling in the year lifted reported revenues on translation by 5%.

The Group sold $16.0 million and EUR5.5 million of its 2017 UK receipts during the financial year and achieved an average rate of $1.45:GBP1 (2016: $19 million at $1.50:GBP1) and EUR1.12:GBP1 (2016: EUR6.75 million at EUR1.23:GBP1), respectively. At 30 November 2016, the Group took a GBP1.4 million provision marking to market forward exchange contracts, GBP0.4 million in Microfiltration, on contracts covered by dollar denominated assets, and GBP1.0 million in central costs, on contracts not covered by dollar denominated assets. This provision has been released in the year as the forward exchange contracts were realised making the effective rate achieved by the Group on dollar sales $1.29: GBP1.

At 30 November 2017, the Group had $2.0 million (2016: $12.0 million) of outstanding forward foreign exchange contracts taken out to translate the future receipts on the Group's dollar revenue generated by the UK operations; offset by $3.9 million of net current assets on the UK operations' balance sheet.

Finance costs

Net interest payable remained stable at GBP0.7 million (2016: GBP0.6 million). Interest payable includes finance costs in relation to the defined benefit pension scheme, which were GBP0.4 million (2016: GBP0.4 million) in the year and bank interest and borrowing facilities non-utilisation fees of GBP0.3 million (2016: GBP0.2 million). Non-utilisation fees comprise GBP0.1 million (2016: GBP0.1 million) of the interest cost.

Interest cover was 19 times (2016: 18 times); excluding the impact of the pension finance charge, the interest cover is 55 times (2016: 66 times).

Tax

The Group tax charge was GBP2.8 million (2016: GBP2.3 million). This is an effective rate of 24% (2016: 23%), which is higher than the UK standard corporate tax rate of 19.3% (2016: 20%). Tax in the UK was reduced by the benefit of tax relief on the exercise of share options but the rates of tax are higher on profits made in Germany and the US. The tax charge comprises current tax of GBP2.0 million (2016: GBP2.4 million) and a deferred tax charge of GBP0.8 million (2016: credit of GBP0.1 million).

The Group carries a deferred tax asset of GBP2.9 million (2016: GBP3.3 million) and a deferred tax liability of GBP2.2 million (2016: GBP1.7 million). The deferred tax asset relates principally to the deficit on the pension fund and share-based payments. The deferred tax liability relates to accelerated capital allowances, capitalised development costs and other timing differences, arising in the US.

Total equity and distributable reserves

Total equity at 30 November 2017 was GBP74.9 million (2016: GBP71.4 million), an increase of 5% over the prior year. Increases in total equity arose from: profit after tax of GBP9.2 million (2016: GBP8.2 million) with the charge for employee share option schemes net of tax (2017 GBP0.5 million; 2016: GBP0.5 million) added back; GBP0.3 million (2016: GBP0.2 million) arising on the proceeds of the issue of shares on share option exercises; and a gain of GBP0.2 million (2016: loss of GBP0.1 million) in the value of hedge accounting instruments. Reductions in total equity arose from a pension scheme actuarial loss (net of tax) of GBPnil (2016: GBP3.5 million); exchange losses on translation of GBP4.0 million (2016: gains of GBP9.2 million); dividends paid of GBP1.8 million (2016: GBP1.6 million); and purchases by the Employee Benefit Trust of the Company's own shares charged directly to equity of GBP0.5 million (2016: GBP0.1 million).

The Company had GBP12.6 million (2016: GBP9.9 million) of distributable reserves at 30 November 2017. The Company's distributable reserves increased in the year as a result of dividends received from other Group companies offset by head office costs and dividends paid to shareholders.

Return on capital employed

The Group's return on capital employed was 15% (2016: 15%). Excluding the impact of goodwill and the net pension liability, the return on operating capital employed was 46% (2016: 48%). The Group's weighted average cost of capital is between 6% and 8%.

Cash flow

The table below summarises the key elements of the cash flow for the year:

 
                                                2017    2016 
                                                GBPm    GBPm 
 Operating cash flow before working capital     13.7    15.0 
 Working capital movement                      (1.4)   (1.7) 
                                              ------  ------ 
 Cash generated from operating activities       12.3    13.3 
 Interest                                      (0.2)   (0.2) 
 Tax                                           (2.7)   (2.1) 
 Capital expenditure net of disposals          (5.4)   (4.5) 
                                              ------  ------ 
                                                 4.0     6.5 
 Acquisitions                                  (5.9)   (2.9) 
 Dividends                                     (1.8)   (1.6) 
 Share issue proceeds                            0.3     0.2 
 Purchase of EBT shares                        (0.5)   (0.1) 
                                              ------  ------ 
 Net cash increase in the year                 (3.9)     2.1 
 Exchange gains                                  0.1     0.8 
 Net cash at 1 December                         13.6    10.7 
                                              ------  ------ 
 Net cash at 30 November                         9.8    13.6 
                                              ------  ------ 
 

Net working capital increased by GBP1.4 million (2016: GBP1.7 million). In the year profit has been recognised on the large projects relating to cash that had been received in earlier years. In addition, the China plant continues its development with an increase in inventory.

Construction contracts and performance bonds

The impact of the large contracts on the income statement is described in the Operating Review above. At 30 November 2017, the Group had GBP0.8 million (2016: GBP0.8 million) due from contract customers and amounts due to contract customers of GBP8.0 million (2016: GBP7.9 million), representing the amount by which progress billings at 30 November 2017 exceeded revenue recognised to date on these large contracts.

The contract customers generally provide advance payments to fund the initial stages of the contracts and the Group provides advance payment bonds to the customer as security. The bonds are cancellable after up to six months following the shipment of goods. At 30 November 2017 there were no advance payment bonds outstanding (2016: $5.0 million).

The contract customers also generally require performance bonds to cover risks arising during the contract warranty periods. At 30 November 2017, the Group had $6.2million (2016: $7.2 million) of performance bonds outstanding.

Capital expenditure

Capital expenditure was GBP5.4 million (2016: GBP4.5 million) in the year. The principal investments in 2017 are described in the Operating Review. GBP1.8 million of the capital expenditure relates to the acquisition of buildings occupied by JGF which were acquired at the time of the acquisition. Capital expenditure in 2018 is expected to be at a similar underlying level.

Acquisitions

On 4 April 2017 the Group purchased the share capital of JGF. The total consideration was $12.5 million (GBP10.1 million); $6.5 million (GBP5.2 million) of this was paid on 4 April 2017, with the balance being contingent and due for payment in two equal instalments, one and two years after the purchase date. At 30 November 2017, $6.0 million (GBP4.4 million) was held in other payables.

On 4 December 2015, the Group acquired TEM Filter Company. The total consideration was $5.2 million (GBP3.6 million), of which $4.4 million (GBP2.9 million) was paid immediately. A final payment of $0.8 million (GBP0.7 million) was paid in 2017 based upon the performance of the business in its first year of ownership by the Group.

Post balance sheet event

On 7 December 2017 the Group purchased the share capital of Rohasys. The total maximum consideration was EUR3.5 million (GBP3.1 million); EUR1.3 million (GBP1.2 million) was paid immediately, with the balance being contingent on future performance and due for payment before 31 May 2021.

Pension schemes

The Group supports its defined benefit pension scheme in the UK, which is closed to new members, and provides access to defined contribution schemes for its US employees and other UK employees.

The Group total pension cost was GBP2.7 million (2016: GBP2.4 million). GBP2.3 million (2016: GBP2.0 million) was recorded as an operating cost: GBP1.6 million (2016: GBP1.3 million) related to funding defined contributions schemes; GBP0.6 million (2016: GBP0.6 million) related to the charge for the Group's defined benefit scheme and GBP0.1 million (2016: GBP0.1 million) related to the pension protection levy. GBP0.4 million (2016: GBP0.4 million) was charged as a finance cost in relation to the defined benefit scheme.

The Group's net retirement benefit obligation was GBP15.7 million (2016: GBP16.1 million). The Company contributions paid to the defined benefit scheme in the UK were GBP1.6 million (2016: GBP1.1 million). The service cost, administrative expenses and finance cost were GBP1.1 million (2016: GBP1.0 million) and the actuarial loss in the year was GBP0.1 million (2016: GBP4.2 million). All of the assumptions adopted were broadly in line with the previous year with the exception of the discount rate used to value the liabilities which was reduced from 2.9% to 2.5%, as a result of lower AA bond yields. This broadly accounts for the 4% in the increase in the plan liabilities to GBP43.8 million (2016: GBP42.1 million). The plan's assets increased to GBP28.3 million (2016: GBP26.1 million).

The defined benefit scheme had 43 (2016: 46) active members, 254 (2016: 261) deferred members and 247 (2016: 249) pensioners at 30 November 2017. The life expectancy of members of the scheme reaching the age of 65 at 30 November 2017 is assumed to be 21.6 years (2016: 21.7 years) for men and 23.5 years (2016: 23.7 years) for women. The weighted average duration of the plan scheme liabilities at the end of the period is 20 years (2016: 20 years).

A full triennial actuarial valuation of the assets and liabilities of the defined benefit scheme was completed in 2016, based on data at 31 March 2015. As a result of this review, the Group and the Trustees agreed to alter the employer's contributions from 13.3% of salary to 18.9% of salary. Additionally, the Group committed to making a GBP0.2 million annual contribution towards the running costs of the scheme from April 2016, which will increase by 3.5% per annum thereafter. The Group also committed to make additional annual contributions, to cover the past service deficit, of GBP1.0 million per annum, which commenced in December 2016. The next full actuarial valuation of the scheme will be based on the pension scheme's position at 31 March 2018 and is expected to be completed before June 2019.

Borrowings and bank finance

At the year end, the Group had cash balances of GBP12.5 million (2016: GBP13.6 million) and borrowings of GBP2.7 million (2016: GBPnil).

On 24 May 2017, the Group agreed a new five year revolving credit facility of EUR23 million (GBP20 million) with Barclays Bank plc and Svenska Handelsbanken AB (publ). The facility has a margin over LIBOR of 1.5% and a non-utilisation fee of 0.4375%. The Group also has a GBP2.5 million overdraft facility provided by Barclays Bank plc. The financial covenants require the Group to maintain interest cover of 3.5 times and net debt to be less than 2.5 times EBITDA.

At 30 November 2017, the Group had net cash of GBP9.8 million (2016: GBP13.6 million), EUR19.6 million (GBP17.2 million) of unused facilities (2016: $20 million of unused facilities (GBP16 million)) and an unutilised overdraft facility of GBP2.5 million (2016: GBP2.5 million).

Finance and treasury policy

The treasury function at Porvair is managed centrally, under Board supervision. It seeks to limit the Group's trading exposure to currency movements. The Group does not hedge against the impact of exchange rate movements on the translation of profits and losses of overseas operations.

The Group finances its operations through share capital, retained profits and, when required, bank debt. It has adequate facilities to finance its current operations and capital plans for the foreseeable future.

Chris Tyler

Group Finance Director

26 January 2018

Consolidated income statement

For the year ended 30 November

 
                                  Note       2017       2016 
 Continuing operations                    GBP'000    GBP'000 
 
 Revenue                             1    116,423    109,363 
 Cost of sales                           (78,091)   (73,350) 
                                        ---------  --------- 
 Gross profit                              38,332     36,013 
 Distribution costs                       (1,645)    (1,418) 
 Administrative expenses                 (24,348)   (23,926) 
                                        ---------  --------- 
 Operating profit                    1     12,339     10,669 
 Finance income                                 4          9 
 Finance costs                              (661)      (595) 
 Profit before income tax            1     11,682     10,083 
 Income tax expense                       (2,840)    (2,347) 
 Profit for the year                        8,842      7,736 
                                        ---------  --------- 
 
 Profit attributable to: 
   Owners of the parent                     8,861      7,736 
   Non-controlling interests                 (19)          - 
                                        ---------  --------- 
 Profit for the year                        8,842      7,736 
                                        ---------  --------- 
 
 Earnings per share (basic)          2      19.5p      17.1p 
 Earnings per share (diluted)        2      19.4p      17.1p 
 
 

Consolidated statement of comprehensive income

For the year ended 30 November

 
                                                      2017       2016 
                                                   GBP'000    GBP'000 
 
 Profit for the year                                 8,842      7,736 
                                                 ---------  --------- 
 Other comprehensive (expense)/income: 
 Items that will not be reclassified to 
  profit and loss 
  Actuarial losses in defined benefit pension 
   plans net of tax                                   (66)    (3,486) 
                                                 ---------  --------- 
 Items that may subsequently be classified 
  to profit and loss 
  Exchange differences on translation of 
   foreign subsidiaries                            (3,985)      9,243 
  Changes in fair value of forex contracts 
   held as a cash flow hedge                           157       (67) 
                                                 ---------  --------- 
                                                   (3,828)      9,176 
                                                 ---------  --------- 
 Net other comprehensive (expense)/income          (3,894)      5,690 
                                                 ---------  --------- 
 Total comprehensive income for the year             4,948     13,426 
                                                 ---------  --------- 
 
 Comprehensive income attributable to: 
  Owners of the parent                               4,967     13,426 
  Non-controlling interests                           (19)          - 
                                                 ---------  --------- 
 Total comprehensive income for the year             4,948     13,426 
                                                 ---------  --------- 
 

Consolidated balance sheet

As at 30 November

 
                                         Note       2017       2016 
                                                 GBP'000    GBP'000 
 Non-current assets 
 Property, plant and equipment           4        19,997       18,102 
 Goodwill and other intangible assets    5        57,227       52,578 
 Deferred tax asset                                2,933        3,291 
                                                  80,157       73,971 
 Current assets 
 Inventories                                      16,067       15,001 
 Trade and other receivables                      19,186       18,593 
 Derivative financial instruments                     40            - 
 Cash and cash equivalents                        12,497       13,633 
                                               ---------  ----------- 
                                                  47,790       47,227 
 
 Current liabilities 
 Trade and other payables                6      (27,736)     (25,873) 
 Current tax liabilities                         (1,164)      (1,921) 
 Derivative financial instruments                      -      (1,578) 
 Provisions for other liabilities and 
  charges                                9       (1,217)            - 
                                                (30,117)     (29,372) 
 
 Net current assets                               17,673       17,855 
                                               ---------  ----------- 
 
 Non-current liabilities 
 Borrowings                              8       (2,711)            - 
 Deferred tax liability                          (2,166)      (1,739) 
 Retirement benefit obligations                 (15,670)     (16,117) 
 Other payables                                  (2,216)            - 
 Provisions for other liabilities and 
  charges                                9         (178)      (2,524) 
                                               ---------  ----------- 
                                                (22,941)     (20,380) 
                                               ---------  ----------- 
 Net assets                                       74,889       71,446 
                                               ---------  ----------- 
 
 Capital and reserves 
 Share capital                           10          913          906 
 Share premium account                   10       35,831       35,513 
 Cumulative translation reserve                    6,964       10,949 
 Retained earnings                                31,161       24,078 
                                               ---------  ----------- 
 Equity attributable to owners of the 
  parent                                          74,869       71,446 
 Non-controlling interests                            20            - 
                                               ---------  ----------- 
 Total equity                                     74,889       71,446 
                                               ---------  ----------- 
 

Consolidated cash flow statement

For the year ended 30 November

 
                                              Note       2017       2016 
                                                      GBP'000    GBP'000 
 Cash flows from operating activities 
 Cash generated from operations                 13     12,257     13,364 
 Interest paid                                          (220)      (170) 
 Tax paid                                             (2,741)    (2,090) 
                                                    ---------  --------- 
 Net cash generated from operating 
  activities                                            9,296     11,104 
                                                    ---------  --------- 
 
 Cash flows from investing activities 
 Interest received                                          4          9 
 Acquisition of subsidiaries (net of 
  cash acquired)                                12    (5,932)    (2,930) 
 Purchase of property, plant and equipment       4    (5,248)    (4,362) 
 Purchase of intangible assets                   5      (177)      (162) 
 Proceeds from sale of property, plant 
  and equipment                                             -         14 
 Share capital from non-controlling                        39          - 
  interests 
 Net cash used in investing activities               (11,314)    (7,431) 
                                                    ---------  --------- 
 
 Cash flows from financing activities 
 Proceeds from issue of ordinary share 
  capital                                       10        325        164 
 Purchase of Employee Benefit Trust 
  shares                                                (475)       (77) 
 Increase in borrowings                                 3,021          - 
 Dividends paid to shareholders                  3    (1,769)    (1,625) 
 Net cash from/(used in) financing 
  activities                                            1,102    (1,538) 
                                                    ---------  --------- 
 
 Net (decrease)/increase in cash and 
  cash equivalents                                      (916)      2,135 
 Exchange (losses)/gains on cash and 
  cash equivalents                                      (220)        760 
                                                    ---------  --------- 
                                                      (1,136)      2,895 
 Cash and cash equivalents at 1 December               13,633     10,738 
                                                    ---------  --------- 
 Cash and cash equivalents at 30 November              12,497     13,633 
                                                    ---------  --------- 
 

Reconciliation of net cash flow to movement in net cash

 
                                             2017       2016 
                                          GBP'000    GBP'000 
 
 Net (decrease)/increase in cash and 
  cash equivalents                          (916)      2,135 
 Effects of exchange rate changes              90        760 
 Increase in borrowings                   (3,021)          - 
 Net cash at 1 December                    13,633     10,738 
                                        ---------  --------- 
 Net cash at 30 November                    9,786     13,633 
                                        ---------  --------- 
 

Consolidated statement of changes in equity

 
                                                             Share    Cumulative                           Non-controlling 
                                                   Share   premium   translation    Retained                      interest 
                                                 capital   account       reserve    earnings       Total           GBP'000       Total 
                                                 GBP'000   GBP'000       GBP'000     GBP'000     GBP'000                       GBP'000 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Balance at 1 December 
  2015                                               896    35,359         1,706      21,103      59,064                 -      59,064 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Profit for the year                                   -         -             -       7,736       7,736                 -       7,736 
 Other comprehensive 
  income/(expense): 
 Exchange differences 
  on translation of foreign 
  subsidiaries                                         -         -         9,243           -       9,243                 -       9,243 
 Changes in fair value 
  of foreign exchange 
  contracts held as a 
  cash flow hedge                                      -         -             -        (67)        (67)                 -        (67) 
 Actuarial losses in 
  defined benefit pension 
  plans net of tax                                     -         -             -     (3,486)     (3,486)                       (3,486) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Total comprehensive 
  income for the year                                  -         -         9,243       4,183      13,426                 -      13,426 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Transactions with owners: 
 Consideration paid 
  for purchase of own 
  shares (held in trust)                               -         -             -        (77)        (77)                 -        (77) 
 Employee share option 
  schemes: 
 
   *    value of employee services net of tax          -         -             -         494         494                 -         494 
 Proceeds from shares 
  issued                                              10       154             -           -         164                 -         164 
 Dividends approved 
  or paid                                              -         -             -     (1,625)     (1,625)                 -     (1,625) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Total transactions 
  with owners recognised 
  directly in equity                                  10       154             -     (1,208)     (1,044)                 -     (1,044) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Balance at 30 November 
  2016                                               906    35,513        10,949      24,078      71,446                 -      71,446 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Balance at 1 December 
  2016                                               906    35,513        10,949      24,078      71,446                 -      71,446 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Profit for the year                                   -         -             -       8,861       8,861                 -       8,861 
 Other comprehensive 
  income/(expense): 
 Exchange differences 
  on translation of foreign 
  subsidiaries                                         -         -       (3,985)           -     (3,985)                 -     (3,985) 
 Changes in fair value 
  of interest rate swaps 
  held as a cash flow 
  hedge                                                -         -             -         157         157                 -         157 
 Actuarial losses in 
  defined benefit pension 
  plans net of tax                                     -         -             -        (66)        (66)                 -        (66) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Total comprehensive 
  income for the year                                  -         -       (3,985)       8,952       4,967                 -       4,967 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Transactions with owners: 
 Consideration paid 
  for purchase of own 
  shares (held in trust)                               -         -             -       (475)       (475)                 -       (475) 
 Employee share option 
  schemes: 
 
   *    value of employee services net of tax          -         -             -         375         375                 -         375 
 Proceeds from shares 
  issued                                               7       318             -           -         325                 -         325 
 Dividends approved 
  or paid                                              -         -             -     (1,769)     (1,769)                 -     (1,769) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Total transactions 
  with owners recognised 
  directly in equity                                   7       318             -     (1,869)     (1,544)                 -     (1,544) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Adjustment arising 
  from change in non-controlling 
  interest                                             -         -             -           -           -                20          20 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Balance at 30 November 
  2017                                               913    35,831         6,964      31,161      74,869                20      74,889 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 

Notes

   1.             Segment information 

The segmental analyses of revenue, operating profit/(loss), segment assets and liabilities and geographical analyses of revenue are set out below:

 
 2017                                 Metals   Microfiltration   Central     Group 
                                  Filtration 
                                     GBP'000           GBP'000   GBP'000   GBP'000 
 Revenue                              37,848            78,575         -   116,423 
                                ------------  ----------------  --------  -------- 
 
 Operating profit/(loss)               1,732            12,849   (2,242)    12,339 
 Net finance costs                         -                 -     (657)     (657) 
                                ------------  ----------------  --------  -------- 
 Profit/(loss) before income 
  tax                                  1,732            12,849   (2,899)    11,682 
 Income tax expense                        -                 -   (2,840)   (2,840) 
                                ------------  ----------------  --------  -------- 
 Profit/(loss) for the year            1,732            12,849   (5,739)     8,842 
                                ------------  ----------------  --------  -------- 
 
 
 2016                                 Metals   Microfiltration   Central     Group 
                                  Filtration 
                                     GBP'000           GBP'000   GBP'000   GBP'000 
 Revenue                              34,745            74,618         -   109,363 
                                ------------  ----------------  --------  -------- 
 
 Operating profit/(loss)               2,156            11,848   (3,335)    10,669 
 Net finance costs                         -                 -     (586)     (586) 
                                ------------  ----------------  --------  -------- 
 Profit/(loss) before income 
  tax                                  2,156            11,848   (3,921)    10,083 
 Income tax expense                        -                 -   (2,347)   (2,347) 
                                ------------  ----------------  --------  -------- 
 Profit/(loss) for the year            2,156            11,848   (6,268)     7,736 
                                ------------  ----------------  --------  -------- 
 

Other Group operations are included in "Central" costs. These mainly comprise Group corporate expenditure such as head office and Board costs, new business development and general financial costs.

   1.             Segment information continued 

Segment assets and liabilities

 
 At 30 November 2017                Metals   Microfiltration    Central      Group 
                                Filtration 
                                   GBP'000           GBP'000    GBP'000    GBP'000 
 Segmental assets                   35,222            77,235      2,993    115,450 
 Cash and cash equivalents               -                 -     12,497     12,497 
                              ------------  ----------------  ---------  --------- 
 Total assets                       35,222            77,235     15,490    127,947 
                              ------------  ----------------  ---------  --------- 
 
 Segmental liabilities             (3,917)          (23,669)    (7,091)   (34,677) 
 Retirement benefit 
  obligations                            -                 -   (15,670)   (15,670) 
 Borrowings                              -                 -    (2,711)    (2,711) 
 Total liabilities                 (3,917)          (23,669)   (25,472)   (53,058) 
                              ------------  ----------------  ---------  --------- 
 
 
 At 30 November 2016                Metals   Microfiltration    Central      Group 
                                Filtration 
                                   GBP'000           GBP'000    GBP'000    GBP'000 
 Segmental assets                   36,683            65,762      5,120    107,565 
 Cash and cash equivalents               -                 -     13,633     13,633 
                              ------------  ----------------  ---------  --------- 
 Total assets                       36,683            65,762     18,753    121,198 
                              ------------  ----------------  ---------  --------- 
 
 Segmental liabilities             (4,650)          (22,565)    (6,420)   (33,635) 
 Retirement benefit 
  obligations                            -                 -   (16,117)   (16,117) 
 Total liabilities                 (4,650)          (22,565)   (22,537)   (49,752) 
                              ------------  ----------------  ---------  --------- 
 

Geographical analysis

 
                                        2017                         2016 
                             By destination   By origin   By destination   By origin 
                                    GBP'000     GBP'000          GBP'000     GBP'000 
 Revenue 
 United Kingdom                      15,529      37,122           16,460      44,826 
 Continental Europe                  15,156      10,120           14,964       8,969 
 United States of America            51,989      66,187           41,178      52,541 
 Other NAFTA                          8,793           -            7,827           - 
 South America                        1,658           -            1,802           - 
 Asia                                22,004       2,994           26,058       3,027 
 Africa                               1,294           -            1,074           - 
                            ---------------  ----------  ---------------  ---------- 
                                    116,423     116,423          109,363     109,363 
                            ---------------  ----------  ---------------  ---------- 
 
   2.             Earnings per share 
 
                                            2017                                2016 
                              Earnings     Weighted   Per share   Earnings     Weighted   Per share 
                                            average      amount                 average      amount 
                                             number                           number of 
                               GBP'000    of shares     (pence)    GBP'000       shares     (pence) 
 Earnings attributable 
  to ordinary shareholders       8,861                               7,736 
 Shares in issue                         45,429,715                          45,113,873 
 Shares owned by 
  the Employee Benefit 
  Trust                                    (63,618)                             (3,799) 
                             ---------  -----------  ----------  ---------  -----------  ---------- 
 Basic earnings                  8,861   45,366,097        19.5      7,736   45,110,074        17.1 
 Effect of dilutive 
  securities - share 
  options                                   262,585       (0.1)                 260,875           - 
                             ---------  -----------  ----------  ---------  -----------  ---------- 
 Diluted earnings                8,861   45,628,682        19.4      7,736   45,370,949        17.1 
                             ---------  -----------  ----------  ---------  -----------  ---------- 
 
   3.             Dividends per share 
 
                                 2017                  2016 
                          Per share   GBP'000   Per share   GBP'000 
 Final dividend paid           2.4p     1,088        2.2p       993 
 Interim dividend paid         1.5p       681        1.4p       632 
                         ----------  --------  ----------  -------- 
                               3.9p     1,769        3.6p     1,625 
                         ----------  --------  ----------  -------- 
 

The Directors recommend the payment of a final dividend of 2.7 pence per share (2016: 2.4 pence per share) on 1 June 2018 to shareholders on the register on 27 April 2018; the ex-dividend date is 26 April 2018. This makes a total dividend for the year of 4.2 pence per share (2016: 3.8 pence per share).

   4.             Property, plant and equipment 
 
                            Land and          Assets in           Plant,     Total 
                           buildings         the course        machinery 
                                        of construction    and equipment 
 Cost                        GBP'000            GBP'000          GBP'000   GBP'000 
 At 1 December 2016            8,435                819           33,963    43,217 
 Reclassification                  -              (851)              851         - 
 Additions                     1,945              1,347            1,956     5,248 
 Acquisitions                      -                  -              324       324 
 Disposals                         -                  -             (39)      (39) 
 Exchange differences          (441)               (35)          (1,516)   (1,992) 
 At 30 November 2017           9,939              1,280           35,539    46,758 
                         -----------  -----------------  ---------------  -------- 
 
 
 Depreciation 
 At 1 December 2016       (2,803)   -   (22,312)   (25,115) 
 Charge for the year        (325)   -    (2,477)    (2,802) 
 Disposals                      -   -         39         39 
 Exchange differences         164   -        953      1,117 
 At 30 November 2017      (2,964)   -   (23,797)   (26,761) 
                         --------      ---------  --------- 
 
 
 Net book value 
 At 30 November 2017     6,975   1,280   11,742   19,997 
                        ------  ------  -------  ------- 
 At 30 November 2016     5,632     819   11,651   18,102 
                        ------  ------  -------  ------- 
 
   5.             Goodwill and other intangible assets 
 
                                                                       Trademarks, 
                                        Development                        knowhow 
                                        expenditure        Software      and other 
                           Goodwill     capitalised     capitalised    intangibles      Total 
                            GBP'000         GBP'000         GBP'000        GBP'000    GBP'000 
 Net book amount 
  at 1 December 
  2016                       51,843             269              66            400     52,578 
 Additions                        -               -             148             29        177 
 Acquisitions                 7,376               -               -            486      7,862 
 Amortisation 
  charges                         -            (93)            (15)          (318)      (426) 
 Exchange differences       (2,910)            (18)              33           (69)    (2,964) 
                        ----------- 
 Net book amount 
  at 30 November 
  2017                       56,309             158             232            528     57,227 
                        -----------  --------------  --------------  -------------  --------- 
 
 
 At 30 November                                                   Trademarks, 
  2017                             Development                        knowhow 
                                   expenditure        Software      and other 
                      Goodwill     capitalised     capitalised    intangibles        Total 
                       GBP'000         GBP'000         GBP'000        GBP'000      GBP'000 
 Cost                   74,936             774           1,325          1,854       78,889 
 Accumulated 
  amortisation 
  and impairment      (18,627)           (616)         (1,093)        (1,326)     (21,662) 
 Net book amount        56,309             158             232            528       57,227 
                   -----------  --------------  --------------  -------------  ----------- 
 
   6.             Trade and other payables 
 
                                               2017       2016 
   Amounts falling due within one year:     GBP'000    GBP'000 
 Trade payables                               9,503      9,144 
 Taxation and social security                   814        626 
 Other payables                               2,318         61 
 Accruals and deferred income                15,101     16,042 
 At 30 November                              27,736     25,873 
                                          ---------  --------- 
 
   7.             Construction contracts 
 
                                                        2017       2016 
                                                     GBP'000    GBP'000 
 Amounts due from contract customers included 
  in trade receivables                                   834        827 
                                                   ---------  --------- 
 Contracts in progress at 30 November: 
 Amounts due from contract customers included 
  in other receivables                                   211        300 
 Amounts due to contract customers included in 
  accruals and deferred income                       (8,210)    (8,208) 
                                                   ---------  --------- 
 Net amounts due to contract customers               (7,999)    (7,908) 
                                                   ---------  --------- 
 Contract costs incurred plus recognised profits 
  less recognised losses to date                      45,165     44,854 
 Less: progress billings                            (53,164)   (52,762) 
 Contracts in progress at 30 November                (7,999)    (7,908) 
                                                   ---------  --------- 
 
   8.             Borrowings 

On 24 May 2017, the Group agreed a new five year revolving credit facility of EUR23 million (GBP20 million) with Barclays Bank plc and Svenska Handelsbanken AB (publ). The Group also has a GBP2.5 million overdraft facility provided by Barclays Bank plc.

At 30 November 2017, the Group had EUR19.6 million of unused facilities (2016: $20 million of unused facilities) and an unutilised overdraft facility of GBP2.5 million (2016: GBP2.5 million).

   9.             Provisions 
 
                                       Dilapidations   Warranty     Total 
                                             GBP'000    GBP'000   GBP'000 
 At 1 December 2016                              164      2,360     2,524 
 Utilised in the year                              -      (223)     (223) 
 Charged to the consolidated income 
  statement: 
  Unwinding of discount                           14          -        14 
  Unused amounts reversed                          -      (920)     (920) 
 At 30 November 2017                             178      1,217     1,395 
                                      --------------  ---------  -------- 
 
 Current                                           -      1,217     1,217 
 Non-current                                     178          -       178 
                                      --------------  ---------  -------- 
 At 30 November 2017                             178      1,217     1,395 
                                      --------------  ---------  -------- 
 

Provisions arise from a discounted dilapidations provision for leased property, which is expected to reverse in 2023 and sale warranties which are utilisable before 2020.

   10.          Share capital and premium 
 
                             Number   Ordinary   Share premium     Total 
                          of shares     shares         account 
                          Thousands    GBP'000         GBP'000   GBP'000 
 At 1 December 2016          45,308        906          35,513    36,419 
 Issue of shares on 
  exercise of share 
  options                       333          7             318       325 
 At 30 November 2017         45,641        913          35,831    36,744 
                        -----------  ---------  --------------  -------- 
 

In June 2017, 178,030 ordinary shares of 2 pence each were issued on the exercise of Long Term Share Plan share options for cash consideration of GBP4,000. In February, March and October 2017, 155,465 ordinary shares of 2 pence each were issued on the exercise of Save As You Earn share options for cash consideration of GBP321,000.

In January 2016, 308,200 ordinary shares of 2 pence each were issued on the exercise of Long Term Share Plan share options for a cash consideration of GBP6,000. In July 2016, 25,000 ordinary shares of 2 pence each were issued on exercise of EMI share options for a cash consideration of GBP18,000. In October and November 2016, 150,928 ordinary shares of 2 pence each were issued on the exercise of Save As You Earn share options for a cash consideration of GBP140,000.

The Group uses an Employee Benefit Trust (EBT) to purchase shares in the Company to satisfy entitlements, granted since the Company's AGM in 2015, under the Group's Long Term Incentive Plan and Save As You Earn schemes. During the year the Group purchased 92,000 ordinary shares (2016: 20,000) of 2 pence for a total consideration of GBP475,000 (2016: GBP77,000). The cost of the shares held by the EBT is deducted from retained earnings. The EBT is financed by a repayable on demand loan from the Group of GBP552,000 (2016: GBP77,000). As at 30 November 2017 the EBT held a total of 112,000 ordinary shares of 2 pence (2016: 20,000) at a cost of GBP552,000 (2016: GBP77,000) and a market value of GBP521,000 (2016: GBP84,000).

   11.          Acquisition 

On 4 April 2017 the Group, through its subsidiary Porvair Corporation, purchased the share capital of J. G. Finneran Associates, Inc. ("JGF"), a manufacturer of products for the laboratory filtration, sample preparation and chromatography consumables market, based in the USA. The total consideration is $12,532,000 (GBP10,069,000); $6,532,000 (GBP5,248,000) of this was paid on 4 April 2017, with the balance being contingent and due for payment in two equal instalments, one and two years after the purchase date. The contingent consideration is estimated based on the forecast performance of the acquired business in its first two years of ownership by the Group. Management has forecast that payment of the maximum contingent consideration, $6,000,000 (GBP4,432,000), is the most probable outcome. A reduction in the annual operating profit by $100,000 (GBP78,000), which is considered a reasonable possible alternative, would reduce the liability by $375,000 of the first instalment and $200,000 of the second instalment. The direct costs of acquisition, which have been charged to the income statement, were $459,000 (GBP356,000). In the period since acquisition, the business has contributed $8,212,000 (GBP6,381,000) sales and $1,110,000 (GBP862,000) operating profit to the Group results. If JGF had been consolidated from 1 December 2016, the consolidated income statement would show proforma revenue of GBP119,473,000 and operating profit of GBP12,751,000.

 
                                             Total 
                                           GBP'000 
 Purchase consideration: 
 Cash paid                                   5,248 
 Contingent consideration provided           4,821 
 Total purchase consideration               10,069 
 Fair value of net assets acquired         (2,693) 
 Goodwill                                    7,376 
                                          -------- 
 
 
 Recognised amounts of identifiable 
  assets acquired and liabilities                                                  Fair value 
  assumed 
                                                                                      GBP'000 
 Property plant and equipment                                                               324 
 Customer lists                                                                             415 
 Patents                                                                                     71 
 Inventory                                                                                1,129 
 Trade receivables                                                                        1,069 
 Trade payables                                                                           (167) 
 Other creditors                                                                          (148) 
                                                                                --------------- 
 Net assets acquired                                                                      2,693 
                                                                                --------------- 
 
 Purchase consideration 
  settled in cash                                                                         5,248 
                                                                                --------------- 
 Cash outflow on acquisition                                                              5,248 
                                                                                --------------- 
 
 
 

The goodwill is attributable to the non-contractual relationships and the synergies between the business acquired and the existing operations of the Group and the potential to develop the business further. The goodwill recognised is attributable to the Microfiltration division and is not expected to be deductible for income tax purposes. The purchase is accounted for as an acquisition.

   12.          Deferred and contingent consideration on acquisitions 
 
                              TEM Filter   JG Finneran     Total 
                                 Company    Associates 
                                                  Inc. 
                                 GBP'000       GBP'000   GBP'000 
 At 1 December 2016                  696             -       696 
 Purchase consideration in 
  the year                             -        10,069    10,069 
 Cash paid in the year             (684)       (5,248)   (5,932) 
 Recognised in the income 
  statement                         (20)             -      (20) 
 Exchange movements                    8         (389)     (381) 
                             -----------  ------------  -------- 
 At 30 November 2017                   -         4,432     4,432 
                             -----------  ------------  -------- 
 
 
 Included within other payables                             2017       2016 
                                                         GBP'000    GBP'000 
 Deferred and contingent consideration - current           2,216        696 
 Deferred and contingent consideration - non-current       2,216          - 
 At 30 November                                            4,432        696 
                                                       ---------  --------- 
 
   13.          Cash generated from operations 
 
                                                     2017       2016 
                                                  GBP'000    GBP'000 
 Operating profit                                  12,339     10,669 
 Post-employment benefits                           (963)         23 
 Fair value movement of derivatives through 
  profit and loss                                 (1,461)      1,357 
 Share based payments                                 508        476 
 Depreciation, amortisation and impairment          3,228      2,553 
 Profit on disposal of property, plant 
  and equipment                                         -       (12) 
                                                ---------  --------- 
 Operating cash flows before movement in 
  working capital                                  13,651     15,066 
                                                ---------  --------- 
 Increase in inventories                            (523)    (1,114) 
 Increase in trade and other receivables            (287)    (2,155) 
 Increase in payables                                 545        230 
 (Decrease)/increase in provisions                (1,129)      1,337 
 Increase in working capital                      (1,394)    (1,702) 
                                                ---------  --------- 
 Cash generated from operations                    12,257     13,364 
                                                ---------  --------- 
 
   14.          Alternative revenue measurement 
 
                                     2017      2016   Growth 
 Metals Filtration                GBP'000   GBP'000        % 
 Revenue at constant currency      34,707    34,219        1 
 Exchange                           3,141       526 
                                 --------  --------  ------- 
 Revenue as reported               37,848    34,745        9 
                                 --------  --------  ------- 
 
 Microfiltration 
 Underlying revenue                66,758    62,489        7 
 Acquisitions                       8,535     2,636 
                                 --------  --------  ------- 
 Underlying revenue including 
  acquisitions                     75,293    65,125       16 
 Large projects                       311     9,571 
                                 --------  --------  ------- 
 Revenue at constant currency      75,604    74,696        1 
 Exchange                           2,971      (78) 
                                 --------  --------  ------- 
 Revenue as reported               78,575    74,618        5 
                                 --------  --------  ------- 
 
 Group 
 Underlying revenue               101,465    96,708        5 
 Acquisitions                       8,535     2,636 
                                 --------  --------  ------- 
 Underlying revenue including 
  acquisitions                    110,000    99,344       11 
 Large projects                       311     9,571 
                                 --------  --------  ------- 
 Revenue at constant currency     110,311   108,915        1 
 Exchange                           6,112       448 
                                 --------  --------  ------- 
 Revenue as reported              116,423   109,363        6 
                                 --------  --------  ------- 
 

Revenue at constant currency is derived from translating overseas subsidiaries at budgeted fixed exchange rates. In 2017 and 2016 the rates used were $1.4:GBP and EUR1.2:GBP.

   15.          Post balance sheet event - Acquisition of Rohasys B.V. 

On 7 December 2017 the Group, through its subsidiary Seal Analytical Limited, purchased 100% of the share capital of Rohasys B.V. in order to increase the Group's offering in the laboratory market. The trade is the manufacture of robotic sample handling systems and is based in the Netherlands. The total maximum consideration is EUR3,470,000 (GBP3,050,000); EUR1,320,000 (GBP1,160,000) of this was paid on the acquisition date, with the balance being contingent on financial performance and due for payment over 4 years. The direct costs of acquisition charged to the income statement were GBP35,000.

 
                                                Total 
                                              GBP'000 
 Purchase consideration: 
 Cash paid                                      1,160 
 Provisional contingent consideration           1,890 
                                             -------- 
 Total provisional purchase 
  consideration                                 3,050 
                                             -------- 
 

The provisional contingent consideration is dependent on meeting sales targets and will be settled in cash. Owing to the limited time between acquisition and the presentation of these financial statements, the fair value of the deferred consideration has not yet been determined, and an external valuation exercise of identifiable assets and liabilities acquired has not been completed; accordingly, these have not been presented. A full fair value exercise of deferred consideration, and identifiable assets and liabilities acquired will be performed within the measurement period, which ends on 6 December 2018.

   16.          Basis of preparation 

The results for the year ended 30 November 2017 have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union as at 30 November 2017. The financial information contained in this announcement does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information has been extracted from the financial statements for the year ended 30 November 2017, which have been approved by the Board of Directors and on which the auditors have reported without qualification. The financial statements will be delivered to the Registrar of Companies after the Annual General Meeting. The financial statements for the year ended 30 November 2016, upon which the auditors reported without qualification, have been delivered to the Registrar of Companies.

   17.          Annual general meeting 

The Company's Annual General Meeting will be held at 11.00 a.m. on Tuesday 17 April 2018 at Buchanan, 107 Cheapside, London EC2V 6DN.

   18.          Related parties 

There were no related party transactions in the year ended 30 November 2017.

   19.          Responsibility Statement 

Each of the Directors confirms that, to the best of their knowledge that:

-- the financial statements, on which this announcement is based, have been prepared in accordance with the applicable law and International Financial Reporting Standards as adopted by the EU and give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

-- the review of the business includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

The Directors of Porvair are listed in the Porvair Annual Report for the year ended 30 November 2016. A list of current Directors is also maintained on the Porvair website www.porvair.com.

Copies of full accounts will be sent to shareholders in March 2018. Additional copies will be available from www.porvair.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR LLFSRLIIDFIT

(END) Dow Jones Newswires

January 29, 2018 02:00 ET (07:00 GMT)

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