PORVAIR PLC

Annual Report • Jan 29, 2018

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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 £116.4 million (2016: £109.4 million), up 6%. 

·      16% increase in profit before tax to a record £11.7 million (2016: £10.1 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 £9.8 million at 30 November 2017 (2016: £13.6 million) after   £11.4 million (2016: £7.4 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
	£m		£m		%
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 £11.7 million. Earnings per share increased 14% to 19.5 pence. Strong cash generation enabled the Group to finish the year with net cash of £9.8 million having invested £11.4 million in capital expenditure and acquisitions in the year.

Revenue was £116.4 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 £65 million.  Profit before tax has increased 83% at a CAGR of 13%. Over the same period, £34 million has been invested in capital expenditure and acquisitions, while net debt of £3.9 million has moved into a cash position of £9.8 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 £11.4 million (2016: £7.4 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 £4.1 million (2016: £3.7 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
	£m		£m		%
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 £78.6 million and operating profit was up 8% to £12.8 million.

Adjusting for large projects (a net revenue decline of £9.3 million, as forecast), the impact of acquisitions (a revenue increase of £5.9 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: £19.5 million was reported in 2014; £5.5 million in 2015; £9.6 million in 2016; and £0.3 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 £1.1 million (2016: £2.4 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
	£m		£m		%
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™ and Selee CSW™ for aluminium cast house filtration. These products have a unique environmental footprint in being free of phosphates and ceramic fibres.

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

·      Selee SA™ 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 £37.8 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 £1.7 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 CSXTM 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
	£m		£m		%
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 £2.2 million (2016: £3.3 million).  In addition to normal head office costs, central costs includes acquisition expenses written off in the year of £0.5 million (2016: £nil); and share based payment charges of £0.5 million (2016: £0.5 million).  It also includes the release of prior year currency contract mark-to-market provisions of £1.0 million (2016: charge of £1.0 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 £0.3 million (2016: £0.3 million); and a charge of £nil (2016: £0.1 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:£1 (2016: $1.38:£1) and the Group's Euro denominated operations were translated at €1.15:£1 (2016: €1.25:£1).  The rates used to translate the balance sheet at 30 November 2017 were $1.35: £1 (2016: $1.25:£1) and €1.14:£1 (2016: €1.18:£1).  Weaker Sterling in the year lifted reported revenues on translation by 5%. 

The Group sold $16.0 million and €5.5 million of its 2017 UK receipts during the financial year and achieved an average rate of $1.45:£1 (2016: $19 million at $1.50:£1) and €1.12:£1 (2016: €6.75 million at €1.23:£1), respectively.  At 30 November 2016, the Group took a £1.4 million provision marking to market forward exchange contracts, £0.4 million in Microfiltration, on contracts covered by dollar denominated assets, and £1.0 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: £1.

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 £0.7 million (2016: £0.6 million).  Interest payable includes finance costs in relation to the defined benefit pension scheme, which were £0.4 million (2016: £0.4 million) in the year and bank interest and borrowing facilities non-utilisation fees of £0.3 million (2016: £0.2 million).  Non-utilisation fees comprise £0.1 million (2016: £0.1 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 £2.8 million (2016: £2.3 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 £2.0 million (2016: £2.4 million) and a deferred tax charge of £0.8 million (2016: credit of £0.1 million). 

The Group carries a deferred tax asset of £2.9 million (2016: £3.3 million) and a deferred tax liability of £2.2 million (2016: £1.7 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 £74.9 million (2016: £71.4 million), an increase of 5% over the prior year.  Increases in total equity arose from: profit after tax of £9.2 million (2016: £8.2 million) with the charge for employee share option schemes net of tax (2017 £0.5 million; 2016: £0.5 million) added back; £0.3 million (2016: £0.2 million) arising on the proceeds of the issue of shares on share option exercises; and a gain of £0.2 million (2016: loss of £0.1 million) in the value of hedge accounting instruments. Reductions in total equity arose from a pension scheme actuarial loss (net of tax) of £nil (2016: £3.5 million); exchange losses on translation of £4.0 million (2016: gains of £9.2 million); dividends paid of £1.8 million (2016: £1.6 million); and purchases by the Employee Benefit Trust of the Company's own shares charged directly to equity of £0.5 million (2016: £0.1 million).

The Company had £12.6 million (2016: £9.9 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
	£m		£m
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 £1.4 million (2016: £1.7 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 £0.8 million (2016: £0.8 million) due from contract customers and amounts due to contract customers of £8.0 million (2016: £7.9 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 £5.4 million (2016: £4.5 million) in the year.  The principal investments in 2017 are described in the Operating Review.  £1.8 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 (£10.1 million); $6.5 million (£5.2 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 (£4.4 million) was held in other payables.

On 4 December 2015, the Group acquired TEM Filter Company. The total consideration was $5.2 million (£3.6 million), of which $4.4 million (£2.9 million) was paid immediately.  A final payment of $0.8 million (£0.7 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 €3.5 million (£3.1 million); €1.3 million (£1.2 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 £2.7 million (2016: £2.4 million). £2.3 million (2016: £2.0 million) was recorded as an operating cost: £1.6 million (2016: £1.3 million) related to funding defined contributions schemes; £0.6 million (2016: £0.6 million) related to the charge for the Group's defined benefit scheme and £0.1 million (2016: £0.1 million) related to the pension protection levy.  £0.4 million (2016: £0.4 million) was charged as a finance cost in relation to the defined benefit scheme. 

The Group's net retirement benefit obligation was £15.7 million (2016: £16.1 million).  The Company contributions paid to the defined benefit scheme in the UK were £1.6 million (2016: £1.1 million).  The service cost, administrative expenses and finance cost were £1.1 million (2016: £1.0 million) and the actuarial loss in the year was £0.1 million (2016: £4.2 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 £43.8 million (2016: £42.1 million).  The plan's assets increased to £28.3 million (2016: £26.1 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 £0.2 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 £1.0 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 £12.5 million (2016: £13.6 million) and borrowings of £2.7 million (2016: £nil). 

On 24 May 2017, the Group agreed a new five year revolving credit facility of €23 million (£20 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 £2.5 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 £9.8 million (2016: £13.6 million), €19.6 million (£17.2 million) of unused facilities (2016: $20 million of unused facilities (£16 million)) and an unutilised overdraft facility of £2.5 million (2016: £2.5 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			£'000		£'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 £'000		2016 £'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 £'000		2016 £'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 £'000		2016 £'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 interests			39		-
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 £'000		2016 £'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 capital £'000	Share premium account £'000	Cumulative translation reserve £'000	Retained earnings £'000	Total £'000	Non-controlling interest £'000	Total £'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 Filtration		Microfiltration		Central		Group
		£'000		£'000		£'000		£'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 Filtration		Microfiltration		Central		Group
		£'000		£'000		£'000		£'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 Filtration		Microfiltration		Central		Group
		£'000		£'000		£'000		£'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 Filtration		Microfiltration		Central		Group
		£'000		£'000		£'000		£'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 £'000		By origin £'000		By destination £'000		By origin £'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 £'000	Weighted average number of shares	Per share amount (pence)		Earnings £'000	Weighted average number of shares	Per share amount (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	£'000		Per share	£'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 buildings		Assets in the course of construction		Plant, machinery and equipment		Total
Cost		£'000		£'000		£'000		£'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

	Goodwill		Development expenditure capitalised		Software capitalised		Trademarks, knowhow and other intangibles		Total
	£'000		£'000		£'000		£'000		£'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 2017	Goodwill		Development expenditure capitalised		Software capitalised		Trademarks, knowhow and other intangibles		Total
	£'000		£'000		£'000		£'000		£'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

Amounts falling due within one year:	2017 £'000		2016 £'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 £'000		2016 £'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 €23 million (£20 million) with Barclays Bank plc and Svenska Handelsbanken AB (publ).  The Group also has a £2.5 million overdraft facility provided by Barclays Bank plc.

At 30 November 2017, the Group had €19.6 million of unused facilities (2016: $20 million of unused facilities) and an unutilised overdraft facility of £2.5 million (2016: £2.5 million). 

9.             Provisions

	Dilapidations		Warranty		Total
	£'000		£'000		£'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 of shares		Ordinary shares		Share premium account		Total
		Thousands		£'000		£'000		£'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 £4,000.  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 £321,000.

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 £6,000.  In July 2016, 25,000 ordinary shares of 2 pence each were issued on exercise of EMI share options for a cash consideration of £18,000.  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 £140,000. 

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 £475,000 (2016: £77,000).  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 £552,000 (2016: £77,000).  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 £552,000 (2016: £77,000) and a market value of £521,000 (2016: £84,000).

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 (£10,069,000); $6,532,000 (£5,248,000) 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 (£4,432,000), is the most probable outcome.  A reduction in the annual operating profit by $100,000 (£78,000), 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 (£356,000).  In the period since acquisition, the business has contributed $8,212,000 (£6,381,000) sales and $1,110,000 (£862,000) operating profit to the Group results.  If JGF had been consolidated from 1 December 2016, the consolidated income statement would show proforma revenue of £119,473,000 and operating profit of £12,751,000.

						Total
						£'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 assumed										Fair value
										£'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 Company		JG Finneran Associates Inc.		Total
	£'000		£'000		£'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 £'000		2016 £'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 £'000		2016 £'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		£'000		£'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:£ and €1.2:£.

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 €3,470,000 (£3,050,000); €1,320,000 (£1,160,000) 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 £35,000.

						Total
						£'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

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