TIDMPRV
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
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Profit before tax 11.7 10.1 16
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Earnings per share 19.5p 17.1p 14
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Cash generated from operations 12.3 13.4
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Net cash 9.8 13.6
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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
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Operating profit 12.8 11.8 8
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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
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Operating profit 1.7 2.2 (20)
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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
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Operating profit 12.3 10.7 16
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Profit before tax 11.7 10.1 16
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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)
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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)
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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
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Net cash at 30 November 9.8 13.6
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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
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January 29, 2018 02:00 ET (07:00 GMT)
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