RNS Number : 3102S
Porvair PLC
25 June 2018
For immediate release 25 June 2018
Porvair plc
Half yearly results for the six months ended 31 May 2018
Continued growth and earnings momentum
Porvair plc ("Porvair" or "the Group"), the specialist filtration and environmental technology group, today announces its half yearly results for the six months ended 31 May 2018.
Highlights:
· Revenue up 7% to £59.7 million (2017: £55.5 million), 12% on a constant currency basis*.
· Profit before tax up 8% to £5.2 million (2017: £4.9 million).
· Basic earnings per share were 10.7p (2017: 8.3 pence). Basic earnings per share before an exceptional income tax credit were up 8% to 9.0 pence (2017: 8.3 pence).
· Net cash was £2.2 million (31 May 2017: £4.0 million; 30 November 2017: £9.8 million) after investing £7.0 million on acquisitions and capital expenditure.
· Rohasys BV and Keystone Filter were acquired; both are performing as expected.
· Interim dividend increased 7% to 1.6 pence per share (2017: 1.5 pence).
Commenting on the outlook, Ben Stocks, Chief Executive, said:
"Porvair traded well in the first half of 2018, with a healthy order book for the second half and robust levels of activity. The business is achieving further organic growth through incremental new product introductions and continues to expand manufacturing capacity to meet demand. We expect to integrate our two first half acquisitions in the balance of the financial year, with both bringing a wider product range to existing customers and adding intellectual property to our portfolio. We see considerable opportunity for growth ahead."
*See note 14 for definition of revenue at constant currency and underlying (which excludes large projects and acquisitions) 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 25 June 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
2018
2017
Growth
£m
£m
%
Revenue
59.7
55.5
7
Profit before tax
5.2
4.9
8
Earnings per share before exceptional income tax credit
9.0p
8.3p
8
Net cash
2.2
4.0
Profit before tax rose 8% to £5.2 million. Earnings per share increased 8% to 9.0 pence. Revenue was £59.7 million, an increase of 7%. At constant currency revenue increased by 12%.
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 is in a position of financial strength, able to invest in both organic and acquired growth as appropriate.
Over the last five years the Group has achieved revenue growth of 43% (7% CAGR), earnings per share growth of 83% (13% CAGR) and cash from operations of £64 million.
Business model outline
Our customers require filtration or emission control products that perform to a given specification. Orders are won by offering the best technical solutions for these requirements at an acceptable commercial cost. Filtration expertise is applicable across all markets with new products generally being adaptations of existing designs. Experience in specific markets or applications is valuable in building customer confidence. Domain knowledge is important, as is deciding where to direct resources.
This leads the Group to:
1. Focus on 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 three operating segments: Aviation & Industrial; Laboratory; and Metal Melt Quality. All have clear structural growth drivers.
· Our products typically protect complex downstream systems and as a result are replaced regularly. A high proportion of our annual revenue is from repeat orders.
· Through a focus on new product development we aim to generate growth rates in excess of the underlying market. Where possible we build intellectual property around our product developments.
· Our geographic presence follows the markets we serve: 53% of revenue is in the Americas; 18% in Asia; 15% in the EU; 13% in the UK; and 1% in Africa. The Group has plants in the US, UK, Germany, the Netherlands and China. In the last twelve months, 59% of revenue was manufactured in the US, 30% in the UK, 8% in Europe and 3% in China.
· We aim to meet dividend and investment needs from free cash flow and modest borrowing facilities. In recent years we have expanded manufacturing capacity in the UK, Germany, US and China and made several acquisitions. All investments are subject to a hurdle rate analysis based on strategic and financial priorities.
New operating segments
From 1 December 2017, after acquiring J G Finneran earlier in 2017, the Group changed its management and reporting structure to improve market focus and offer greater investor clarity. The Group now reports under three operating segments: Aerospace & Industrial; Laboratory; and Metal Melt Quality.
Investment and future development
In the last five years, £40 million has been invested in acquisitions and capacity expansion. The Group invested £7.0 million (2017: £9.9 million) in acquisitions and capital expenditure in first half of 2018. During this period:
· Rohasys BV was acquired and is now part of the Laboratory division, this business broadens Seal Analytical's product range, adding robotic handling and sample preparation expertise that complements Seal's existing technology. Its sample preparation capabilities will be of wider benefit to the Laboratory division's life science development plans.
· Keystone Filter ("Keystone") was acquired by the Aerospace & Industrial division. Keystone manufactures filter cartridges for the industrial process, food, beverage and nuclear markets in the USA. It will be relocated to our facility in Ashland VA in the second half.
· Expansion of the J G Finneran facility in Vineland NJ continues and should complete in the second half, after which further investment in clean manufacturing capabilities will follow.
· A refurbishment and upgrade of our microelectronics plant in Boise ID has begun and will complete in the second half.
New product development remains core to Porvair's strategy with incremental range extensions and increasing product differentiation being priorities. In the first half:
· Our new nuclear HEPA filter received regulatory approval and production will accelerate in the second half.
· New customer orders were received for 3D printed ceramic filters.
· Seal Analytical introduced a significant platform upgrade. This re-engineered product will replace Seal's best-selling and longest established analyser, offering a better product to its substantial installed customer base.
Divisional review
Aerospace & Industrial
2018
2017
Growth
£m
£m
%
Revenue
21.7
20.5
6
Operating profit
2.4
2.5
(3)
Revenue increased by 6% to £21.7 million. Underlying operating profit growth is obscured by a £0.8 million gasification profit taken in 2017 which did not recur and as a result reported operating profits fell by 3%.
Growth has been strong in US industrial, helped by the first contribution from the recent Keystone acquisition. A major US nuclear order received in the last quarter of 2017 has progressed well with all the agreed milestones met on time. Further revenue will be recognised in the second half. Orders for microelectronics and disposable filters were also robust. Having grown 38% (7% p.a.) over the last five years, aerospace revenues have been lower in the period as aircraft programme changes work through the order book. We expect a return to growth in the second half.
Commissioning is underway at all three large gasification projects. These are complex power plants using new gasification technology for which our filter systems are a relatively small but critical component. The facilities in Korea, India and China are all experiencing commissioning challenges due to variations in feedstocks and operating conditions in each plant. We are working with the customers and other equipment suppliers to resolve those matters relating to the filtration systems. At this early stage our filters are performing as expected. We expect this work to continue into 2019.
Laboratory
2018
2017
Growth
£m
£m
%
Revenue
20.3
16.8
21
Inter segment revenue
(1.3)
(0.9)
External revenue
19.0
15.9
19
Operating profit
2.9
2.7
6
Revenue was up 19% to £19.0 million. Laboratory orders were robust throughout the period. The pipeline of bioscience and sample preparation projects is encouraging and the consolidation of the technical teams in their upgraded laboratory in Wrexham is going well. J G Finneran has performed ahead of expectations in its first year with the Group. Cross sales and manufacturing benefits from the acquisition were realised and further synergies will be achieved when the plant expansion is completed.
Seal Analytical has started strongly in the US and SE Asia, offsetting a fall in revenue to China. Instrument upgrades introduced at the start of 2018 have been well received. Rohasys is being integrated into Seal's sales channels and the benefits are starting to be seen in revenue. These are promising opportunities for the second half and beyond.
The operating profit is up 6% to £2.9 million, lower than the revenue growth rate reflecting the initial profitability of Rohasys and changes in the transfer pricing arrangements between the Aerospace & Industrial and Laboratory.
Metal Melt Quality
2018
2017
Growth
£m
£m
%
Revenue
19.0
19.1
(1)
Operating profit
1.2
0.8
59
Reported revenue was down 1%, but revenue at constant currency was up 8% and US$ sales are at record levels. Profitability improved but is still held back by losses recognised in China.
Activity in the US business has been high, with demand particularly strong in iron foundry and super-alloy filtration. The range and volume of ceramic 3D manufactured products again increased and revenue grew 5%. Plant efficiencies have also been much better than the prior period. Profitability margin in the US plants improved to 10% (2017: 7%)
As expected, China continues to be loss making, although, when the US margin earned from Chinese sales is taken into account, the situation is improving. Chinese customers are beginning to switch to the same products made in our Xiaogan plant and, as this trend increases, reported losses will diminish.
Acquisition related costs
Amortisation of acquired intangibles was £0.2 million (2017: £0.1 million) in the period. Acquisition expenses were £0.1 million (2017: £0.4 million).
Interest
The Group incurred an interest charge of £0.3 million (2017: £0.3 million). £0.2 million (2017: £0.2 million) relates to the finance cost of the defined benefit pension scheme. The remainder comprises undrawn commitment fees and interest on the Group's banking facilities.
Tax
The Group tax charge was £0.4 million (2017: £1.1 million). Included in the income tax expense is a one off credit of £0.8 million reflecting the impact of the change of US tax rates on the Group's deferred tax liability. The underlying rate of income tax for the period has reduced to 22% (2017: 23%), which was 2% lower than the rate for the full year ended 30 November 2017 reflecting the lower rates of tax on profits earned in the US.
Earnings per share and dividends
The basic earnings per share for the period increased to 10.7 pence (2017: 8.3 pence). As described above the change in tax rates in the US resulted in a one off exceptional income tax credit which contributed 1.7 pence of earnings. Excluding the exceptional item earnings per share grew by 8% to 9.0 pence (2017: 8.3 pence)
The Board has declared an interim dividend of 1.6 pence (2017: 1.5 pence) per share, an increase of 7%.
Cash flow and net debt
Cash generated from operations in the six months to 31 May 2018 was £0.9 million (2017: £1.6 million). Working capital increased in the period by £5.9 million (2017: £3.6 million). Working capital usually increases in the first half, a particularly strong May trading performance led to unusually high receivables at the period end.
Interest paid was £0.1 million (2017: £0.1 million). Tax payments were £1.0 million (2017: £1.3 million), lower US tax was paid in the first half to compensate for overpayments in prior periods.
Capital expenditure was £1.7 million (2017: £4.0 million), spent on capacity upgrades and plant expansion.
£5.3 million (2017: £5.9 million) was spent on acquisitions. £1.5 million (£0.8 million on acquisition, £0.5 million to settle a loan on acquisition and £0.2 million of settled contingent consideration) was paid to acquire Rohasys BV and £3.8 million was paid to acquire the business of Keystone. As described in notes 9 and 11, deferred and contingent consideration of up to £7.3 million (2017: £4.6 million) is payable from the second half of 2018 to 2022.
Net cash at 31 May 2018 was £2.2 million (31 May 2017: £4.0 million; 30 November 2017: £9.8 million).
Return on capital employed
The Group's return on capital employed was 14% (2017: 14%). Excluding the impact of goodwill, acquired intangible assets and the pension liability the return on operating capital employed was 42% (2017: 43%).
Current trading and outlook
Porvair traded well in the first half of 2018, with a healthy order book for the second half and robust levels of activity. The business is achieving further organic growth through incremental new product introductions and we continue to expand manufacturing capacity to meet demand. We expect to integrate our two first half acquisitions in the balance of the financial year, with both bringing a wider product range to existing customers and adding intellectual property to our portfolio. We see considerable opportunity for growth ahead.
Ben Stocks
Group Chief Executive
22 June 2018
Related parties
There were no related party transactions in the six months ended 31 May 2018 (2017: none).
Principal risks
Each division considers strategic, operational and financial risks and identifies actions to mitigate those risks. These risk profiles are reviewed by the Board and updated at least annually. The principal risks and uncertainties for the remaining six months of the financial year are discussed below. Further details of the Group's risk profile analysis can be found in the Strategic Report section of the Annual Report for the year ended 30 November 2017.
Although healthy at 31 May 2018, certain elements of the Group's order position can change quickly in the face of changing economic circumstances. The Metal Melt Quality division, Laboratory division and general industrial filtration within the Aerospace & Industrial division all have relatively short lead times and order cycles and, therefore, revenues are subject to fluctuations, which could have a material effect on the Group's results for the balance of 2018.
Forward looking statements
Certain statements in this half yearly financial information are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.
We undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
Condensed consolidated income statement
For the six months ended 31 May
Six months ended 31 May
2018
2017
Note
Unaudited
Unaudited
£'000
£'000
Revenue
1
59,685
55,538
Cost of sales
(39,921)
(37,285)
Gross profit
19,764
18,253
Other operating expenses
(14,174)
(13,051)
Operating profit
1
5,590
5,202
Interest payable and similar charges
(346)
(347)
Profit before income tax
5,244
4,855
Income tax expense - before exceptional item
(1,146)
(1,121)
Income tax credit - exceptional item
778
-
Income tax expense
(368)
(1,121)
Profit for the period
4,876
3,734
Profit attributable to:
Owners of the parent
4,877
3,738
Non-controlling interests
(1)
(4)
Profit for the period
4,876
3,734
Earnings per share (basic)
2
10.7p
8.3p
Earnings per share before exceptional item (basic)
2
9.0p
8.3p
Earnings per share (diluted)
2
10.7p
8.2p
Condensed consolidated statement of comprehensive income
For the six months ended 31 May
Six months ended 31 May
2018 Unaudited
2017 Unaudited
£'000
£'000
Profit for the period
4,876
3,734
Other comprehensive income:
Items that will not be reclassified to profit and loss
Actuarial gains/(losses) in defined benefit pension plans net of tax
490
(937)
Items that may be subsequently reclassified to profit or loss
Exchange differences on translation of foreign subsidiaries
994
(1,510)
Changes in the fair value of foreign exchange contracts held as a cash flow hedge, net of tax
-
157
994
(1,353)
Net other comprehensive income
1,484
(2,290)
Total comprehensive income for the period
6,360
1,444
Comprehensive income attributable to:
Owners of the parent
6,361
1,448
Non-controlling interests
(1)
(4)
Total comprehensive income for the period
6,360
1,444
The accompanying notes are an integral part of this interim financial information.
Condensed consolidated balance sheet
As at 31 May
As at 31 May
As at 30 November
Note
2018 Unaudited
2017 Unaudited
2017 Audited
£'000
£'000
£'000
Non-current assets
Property, plant and equipment
4
20,453
20,676
19,997
Goodwill and other intangible assets
4
64,856
59,048
57,227
Deferred tax asset
2,725
3,722
2,933
88,034
83,446
80,157
Current assets
Inventories
18,626
16,745
16,067
Trade and other receivables
22,881
20,765
19,186
Derivative financial instruments
-
-
40
Cash and cash equivalents
8,461
11,457
12,497
49,968
48,967
47,790
Current liabilities
Trade and other payables
(30,574)
(27,948)
(27,736)
Current tax liabilities
(853)
(1,482)
(1,164)
Derivative financial instruments
(44)
(523)
-
Provisions for liabilities and charges
12
(854)
-
(1,217)
(32,325)
(29,953)
(30,117)
Net current assets
17,643
19,014
17,673
Non-current liabilities
Bank loans
(6,303)
(7,501)
(2,711)
Deferred tax liability
(1,781)
(1,745)
(2,166)
Retirement benefit obligations
(14,298)
(16,605)
(15,670)
Other payables
(3,050)
(2,324)
(2,216)
Provisions for other liabilities and charges
12
(178)
(1,900)
(178)
(25,610)
(30,075)
(22,941)
Net assets
80,067
72,385
74,889
Capital and reserves
Share capital
5
914
907
913
Share premium account
5
35,932
35,546
35,831
Cumulative translation reserve
6
7,958
9,439
6,964
Retained earnings
6
35,244
26,458
31,161
Equity attributable to equity shareholders of the parent
80,048
72,350
74,869
Non-controlling interests
19
35
20
Total equity
80,067
72,385
74,889
The interim financial information on pages 8 to 22 was approved by the Board of Directors on 22 June 2018 and was signed on its behalf by:
Ben Stocks Chris Tyler
Group Chief Executive Group Finance Director
The accompanying notes are an integral part of this interim financial information.
Condensed consolidated cash flow statement
For the six months ended 31 May
Six months ended 31 May
Note
2018 Unaudited
2017 Unaudited
£'000
£'000
Cash flows from operating activities
Cash generated from operations
7
860
1,571
Interest paid
(120)
(142)
Tax paid
(1,030)
(1,310)
Net cash generated from operating activities
(290)
119
Cash flows from investing activities
Acquisition of subsidiaries (net of cash acquired)
11
(5,294)
(5,932)
Purchase of property, plant and equipment
4
(1,401)
(3,947)
Purchase of intangible assets
4
(255)
(65)
Share capital from non-controlling interests
-
39
Net cash used in investing activities
(6,950)
(9,905)
Cash flows from financing activities
Net proceeds from the issue of ordinary shares
5
102
34
Purchase of Employee Benefit Trust shares
5
(207)
(145)
Increase in borrowings
8
3,218
7,792
Net cash generated from financing activities
3,113
7,681
Net decrease in cash and cash equivalents
8
(4,127)
(2,105)
Effects of exchange rate changes
91
(71)
(4,036)
(2,176)
Cash and cash equivalents at the beginning of the period
12,497
13,633
Cash and cash equivalents at the end of the period
8,461
11,457
The accompanying notes are an integral part of this interim financial information.
Condensed consolidated statement of changes in equity
For the six months ended 31 May (Unaudited)
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 2016
906
35,513
10,949
24,078
71,446
-
71,446
Profit for the period
-
-
-
3,738
3,738
-
3,738
Other comprehensive income/(expense):
Exchange differences on translation of foreign subsidiaries
-
-
(1,510)
-
(1,510)
-
(1,510)
Changes in fair value of foreign exchange contracts held as a cash flow hedge
-
-
-
157
157
-
157
Actuarial losses in defined benefit pension plans net of tax
-
-
-
(937)
(937)
-
(937)
Total comprehensive income for the period
-
-
(1,510)
2,958
1,448
-
1,448
Transactions with owners:
Consideration paid for purchase of own shares (held in trust)
-
-
-
(145)
(145)
-
(145)
Proceeds from shares issued
1
33
-
-
34
-
34
Employee share option schemes:
value of employee services net of tax
-
-
-
655
655
-
655
Dividends approved as final or paid
-
-
-
(1,088)
(1,088)
-
(1,088)
Total transactions with owners recognised directly in equity
1
33
-
(578)
(544)
-
(544)
Adjustment arising from change in non-controlling interest
-
-
-
-
-
35
35
Balance at 31 May 2017
907
35,546
9,439
26,458
72,350
35
72,385
Balance at 1 December 2017
913
35,831
6,964
31,161
74,869
20
74,889
Profit for the period
-
-
-
4,877
4,877
-
4,877
Other comprehensive income/(expense):
Exchange differences on translation of foreign subsidiaries
-
-
994
-
994
-
994
Actuarial gains in defined benefit pension plans net of tax
-
-
-
490
490
-
490
Total comprehensive income for the period
-
-
994
5,367
6,361
-
6,361
Transactions with owners:
Consideration paid for purchase of own shares (held in trust)
-
-
-
(207)
(207)
-
(207)
Proceeds from shares issued
1
101
-
-
102
-
102
Employee share option schemes:
- value of employee services net of tax
-
-
-
152
152
-
152
Dividends approved or paid
-
-
-
(1,229)
(1,229)
-
(1,229)
Total transactions with owners recognised directly in equity
1
101
-
(1,284)
(1,182)
-
(1,182)
Adjustment arising from change in non-controlling interest
-
-
-
-
-
(1)
(1)
Balance at 31 May 2018
914
35,932
7,958
35,244
80,048
19
80,067
The accompanying notes are an integral part of this interim financial information.
Notes to the condensed half-yearly consolidated financial information
1. Segmental analyses
The chief operating decision maker has been identified as the Board of Directors. The Board of Directors review the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on this reporting.
As at 31 May 2018, the Group is organised on a worldwide basis into three operating segments:
1) Aerospace & Industrial
2) Laboratory
3) Metal Melt Quality
From 1 December 2017, after acquiring J G Finneran earlier in 2017, the Group changed its management and reporting structure to improve market focus and offer greater investor clarity. It reports under these three operating segments for the first time in these results. A reconciliation between the reporting under these segments and the previous two segments for the six month period to 31 May 2017 is given in note 15.
The segment results for the period ended 31 May 2018 are as follows:
Six months ended 31 May 2018 - Unaudited
Aerospace & Industrial
Laboratory
Metal Melt Quality
Central
Group
£'000
£'000
£'000
£'000
£'000
Total segment revenue
21,710
20,306
19,011
-
61,027
Inter-segment revenue
(10)
(1,332)
-
-
(1,342)
Revenue
21,700
18,974
19,011
-
59,685
Operating profit/(loss)
2,436
2,871
1,211
(928)
5,590
Interest payable and similar charges
-
-
-
(346)
(346)
Profit/(loss) before income tax
2,436
2,871
1,211
(1,274)
5,244
Income tax expense
-
-
-
(1,146)
(1,146)
Income tax expense -exceptional
-
-
-
778
778
Profit/(loss) for the period
2,436
2,871
1,211
(1,642)
4,876
The segment results for the period ended 31 May 2017 are as follows:
Six months ended 31 May 2017 - Unaudited
Aerospace & Industrial
Laboratory
Metal Melt Quality
Central
Group
£'000
£'000
£'000
£'000
£'000
Total segment revenue
20,537
16,787
19,138
-
56,462
Inter-segment revenue
(65)
(859)
-
-
(924)
Revenue
20,472
15,928
19,138
-
55,538
Operating profit/(loss)
2,513
2,700
761
(772)
5,202
Interest payable and similar charges
-
-
-
(347)
(347)
Profit/(loss) before income tax
2,513
2,700
761
(1,119)
4,855
Income tax expense
-
-
-
(1,121)
(1,121)
Profit/(loss) for the period
2,513
2,700
761
(2,240)
3,734
Other Group operations are included in "Central". These mainly comprise Group corporate expenditure such as head office and Board costs, new business development and general financial costs.
Segment assets and liabilities
At 31 May 2018 - Unaudited
Aerospace & Industrial
Laboratory
Metal Melt Quality
Central
Group
£'000
£'000
£'000
£'000
£'000
Segmental assets
55,042
35,675
35,996
2,828
129,541
Cash and cash equivalents
-
-
-
8,461
8,461
Total assets
55,042
35,675
35,996
11,289
138,002
Segmental liabilities
(16,255)
(9,780)
(4,751)
(6,548)
(37,334)
Retirement benefit obligations
-
-
-
(14,298)
(14,298)
Bank overdraft and loans
-
-
-
(6,303)
(6,303)
Total liabilities
(16,255)
(9,780)
(4,751)
(27,149)
(57,935)
At 31 May 2017 - Unaudited
Aerospace & Industrial
Laboratory
Metal Melt Quality
Central
Group
£'000
£'000
£'000
£'000
£'000
Segmental assets
48,182
31,785
37,147
3,842
120,956
Cash and cash equivalents
-
-
-
11,457
11,457
Total assets
48,182
31,785
37,147
15,299
132,413
Segmental liabilities
(15,359)
(10,512)
(4,189)
(5,862)
(35,922)
Retirement benefit obligations
-
-
-
(16,605)
(16,605)
Bank overdraft and loans
-
-
-
(7,501)
(7,501)
Total liabilities
(15,359)
(10,512)
(4,189)
(29,968)
(60,028)
At 30 Nov 2017 -
Aerospace & Industrial
Laboratory
Metal Melt Quality
Central
Group
£'000
£'000
£'000
£'000
£'000
Segmental assets
46,985
30,250
35,222
2,993
115,450
Cash and cash equivalents
-
-
-
12,497
12,497
Total assets
46,985
30,250
35,222
15,490
127,947
Segmental liabilities
(15,979)
(7,690)
(3,917)
(7,091)
(34,677)
Retirement benefit obligations
-
-
-
(15,670)
(15,670)
Bank overdraft and loans
-
-
-
(2,711)
(2,711)
Total liabilities
(15,979)
(7,690)
(3,917)
(25,472)
(53,058)
Geographical analysis
Revenue
Six months ended 31 May
2018 Unaudited
2017 Unaudited
By destination £'000
By origin £'000
By destination £'000
By origin £'000
United Kingdom
7,550
17,539
7,514
18,362
Continental Europe
9,872
5,536
7,232
5,245
United States of America
25,724
34,661
24,071
30,400
Other NAFTA
4,146
-
4,747
-
South America
929
-
596
-
Asia
10,628
1,949
10,772
1,531
Africa
836
-
606
-
59,685
59,685
55,538
55,538
2. Earnings per share
Six months ended 31 May
2018 Unaudited
2017 Unaudited
Earnings £'000
Weighted average number of shares
Per share amount Pence
Earnings £'000
Weighted average number of shares
Per share amount Pence
Basic EPS - earnings attributable to ordinary shareholders
4,877
3,738
Shares in issue
45,661,303
45,325,567
Shares owned by the Employee Benefit Trust
(135,576)
(17,280)
Basic earnings
4,877
45,525,727
10.7
3,738
45,308,287
8.3
Effect of dilutive securities - share options
-
249,215
-
-
322,906
(0.1)
Diluted EPS
4,877
45,774,942
10.7
3,738
45,631,193
8.2
Basic earnings
4,877
45,525,727
10.7
3,738
45,308,287
8.3
Effect of exceptional income tax credit
(778)
-
(1.7)
-
-
-
Basic earnings before exceptional income tax credit
4,099
45,525,727
9.0
3,738
45,308,287
8.3
3. Dividends per share
Six months ended 31 May
2018
2017
Unaudited
Unaudited
Per share
£'000
Per share
£'000
Final dividend approved
2.7p
1,229
2.4p
1,088
The final dividend approved for the year ended 30 November 2017 was paid to shareholders on 1 June 2018.
The Directors have declared an interim dividend of 1.6 pence (2017: 1.5 pence) per share to be paid on 31 August 2018 to shareholders on the register at the close of business on 27 July 2018. The ex-dividend date for the shares is 26 July 2018.
4. Property, plant and equipment and goodwill and other intangible assets
Six months ended 31 May 2018 - Unaudited
Property, plant and equipment
Goodwill and other intangible assets
Total
£'000
£'000
£'000
Opening net book amount at 1 December 2017
19,997
57,227
77,224
Additions
1,401
255
1,656
Acquisitions
192
6,894
7,086
Depreciation and amortisation
(1,416)
(298)
(1,714)
Exchange movements
279
778
1,057
Closing net book amount at 31 May 2018
20,453
64,856
85,309
Six months ended 31 May 2017 - Unaudited
Property, plant and equipment
Goodwill and other intangible assets
Total
£'000
£'000
£'000
Opening net book amount at 1 December 2016
18,102
52,578
70,680
Additions
3,947
65
4,012
Acquisitions
324
7,843
8,167
Depreciation and amortisation
(1,306)
(214)
(1,520)
Exchange movements
(391)
(1,224)
(1,615)
Closing net book amount at 31 May 2017
20,676
59,048
79,724
5. Share capital and premium
Number of shares (thousands)
Ordinary shares Unaudited
Share premium account Unaudited
Total Unaudited
£'000
£'000
£'000
At 1 December 2016
45,308
906
35,513
36,419
Employee share options schemes:
Exercise of options under share option schemes
36
1
33
34
At 31 May 2017
45,344
907
35,546
36,453
At 1 December 2017
45,641
913
35,831
36,744
Employee share options schemes:
Exercise of options under share option schemes
43
1
101
102
At 31 May 2018
45,684
914
35,932
36,846
The authorised number of ordinary shares is 75 million (2017: 75 million) shares with a par value of 2.0 pence (2017: 2.0 pence) per share. All issued shares are fully paid. 42,600 (2017: 36,000) ordinary shares of 2p each were issued in the period on the exercise of employee share options for a cash consideration of £102,000 (2017: £34,000). The weighted average share price at the date of exercise of the options was 483 pence (2017: 491 pence).
The Group uses an Employee Benefit Trust to purchase shares in the Company to satisfy entitlements under the Group's long term incentive plan. During the period, the Group purchased 42,000 (2017: 30,000) ordinary shares of 2.0 pence for a consideration of £207,000 (2017: £145,000). As at 31 May 2018 the Employee Benefit Trust held a total of 154,000 ordinary shares of 2 pence (2017: 30,000) at a cost of £759,000 (2017: £222,000) and a market value of £801,000 (2017:£180,000).
6. Other reserves
Cumulative translation reserve Unaudited
Retained earnings Unaudited
£'000
£'000
At 1 December 2016
10,949
24,078
Profit for the period attributable to shareholders
-
3,738
Direct to equity:
Final dividends approved
-
(1,088)
Actuarial loss
-
(1,129)
Tax on actuarial loss
-
192
Share based payments
-
251
Tax on share based payments
-
404
Foreign exchange contract cash flow hedge
-
157
Employee Benefit Trust shares
-
(145)
Exchange differences
(1,510)
-
At 31 May 2017
9,439
26,458
At 1 December 2017
6,964
31,161
Profit for the period attributable to shareholders
-
4,877
Direct to equity:
Final dividends approved
-
(1,229)
Actuarial gain
-
590
Tax on actuarial gain
-
(100)
Share based payments
-
322
Tax on share based payments
-
(170)
Employee Benefit Trust shares
-
(207)
Exchange differences
994
-
At 31 May 2018
7,958
35,244
7. Cash generated from operations
Six months ended 31 May
2018 Unaudited £'000
2017 Unaudited £'000
Operating profit
5,590
5,202
Post-employment benefits
(972)
(859)
Fair value of derivatives through profit and loss
84
(898)
Share based payments
322
251
Depreciation and amortisation
1,714
1,520
Operating cash flows before movement in working capital
6,738
5,216
Increase in inventories
(1,538)
(840)
Increase in trade and other receivables
(2,478)
(1,421)
Decrease in payables
(1,499)
(760)
Decrease in provisions
(363)
(624)
Increase in working capital
(5,878)
(3,645)
Cash generated from operations
860
1,571
8. Reconciliation of net cash flow to movement in net cash
Six months ended 31 May
2018 Unaudited £'000
2017 Unaudited £'000
Net decrease in cash and cash equivalents
(4,127)
(2,105)
Effects of exchange rate changes
(283)
220
Increase in borrowings
(3,218)
(7,792)
Net cash at the beginning of the period
9,786
13,633
Net cash at the end of the period
2,158
3,956
9. Acquisitions
On 7 December 2017 the Group, through its subsidiary Seal Analytical Limited, purchased 100% of the share capital of Rohasys B.V. ("Rohasys") 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 €3,046,000 (£2,677,000); €896,000 (£787,000) was paid in cash on the acquisition date, together with €502,000 (£442,000) to settle the outstanding loan. The balance is contingent on financial performance and due for payment in cash over 4 years.
The contingent consideration is dependent on Rohasys meeting sales and profit targets and will be settled in cash. Management has forecast that payment of 91% of the maximum contingent consideration, €1,960,000 (£1,722,000), is the most probable outcome, of which €250,000 (£225,000) was earned and paid in the period. The balance has been discounted to €1,529,000 (£1,341,000) using the discount rate of 14.5%, calculated for Rohasys. A reduction in the annual sales by €100,000 (£88,000), which is considered a reasonable possible alternative, would reduce this contingent liability to €nil. In the period since acquisition, the business has contributed €1,071,000 (£942,000) sales and €1,000 (£1,000) operating profit to the Group results. The direct costs of acquisition charged to the income statement were £35,000.
Total
£'000
Purchase consideration:
Cash paid
787
Contingent consideration
1,517
Total purchase consideration
2,304
Fair value of net assets acquired
(858)
Goodwill
1,446
Provisional recognised amounts of identifiable assets acquired and liabilities assumed
Fair value
£'000
Property plant and equipment
22
Trade name
72
Knowhow
318
Customer list
530
Inventory
394
Trade receivables
369
Trade payables
(425)
Other working capital (net)
20
Loan
(442)
Net assets acquired
858
Purchase consideration settled in cash
787
Cash outflow on acquisition
787
An independent valuation of the identifiable intangible assets has been carried out in the period. The goodwill is attributable to the non-contractual relationships, the synergies between the business acquired and the existing operations of the Group and the potential to develop the technologies acquired. The goodwill recognised is attributable to the Laboratory division and is not expected to be deductible for income tax purposes. The purchase has been accounted for as an acquisition. The intangible assets arising on the acquisition are to be written off between three and ten years.
On 28 February 2018 the Group, through its subsidiary Porvair Filtration Group Inc., purchased the net assets of Keystone Filter ("Keystone"), a division of CECO Environmental Corp. The trade is the design and manufacture of a range of filter cartridges and housings for the food and beverage, drinking water, and chemical process markets and is based in the USA. The total consideration is $7,190,000 (£5,219,000); $5,290,000 (£3,840,000) of this was paid in cash on 28 February 2018, with the balance being deferred and due for payment by July 2018. In the period since acquisition, the business has contributed $878,000 (£638,000) revenue and $68,000 (£49,000) operating profit to the Group results. The direct costs of acquisition, which have been charged to the income statement, were $77,000 (£56,000).
Total
£'000
Purchase consideration:
Cash paid
3,840
Deferred consideration
1,379
Total purchase consideration
5,219
Fair value of net assets acquired
(3,030)
Goodwill
2,189
Provisional recognised amounts of identifiable assets acquired and liabilities assumed
Fair value
£'000
Property plant and equipment
170
Trade name
194
Order backlog
87
Customer list
2,058
Inventory
372
Trade receivables
325
Trade payables
(171)
Other working capital (net)
(5)
Net assets acquired
3,030
Purchase consideration settled in cash
3,840
Cash outflow on acquisition
3,840
An independent valuation of the identifiable intangible assets has been carried out in the period. The goodwill is attributable to the non-contractual relationships, the synergies between the business acquired and the existing operations of the Group and the potential to develop the technologies acquired. The goodwill recognised is attributable to the Aerospace & Industrial division and is expected to be deductible for income tax purposes. The purchase has been accounted for as an acquisition. The intangible assets arising on the acquisition are to be written off between three and ten years.
A full fair value exercise of contingent consideration, and identifiable assets and liabilities acquired will be completed for Rohasys and Keystone for inclusion in the results for the year ending 30 November 2018.
10. Contingent liabilities
At 31 May 2018, the Group has performance bonds totalling US$6,189,000 (30 November 2017: US$7,179,000). The bonds are released after a warranty period and in any event no later than November 2019.
11. Fair value estimation
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The condensed half-yearly consolidated financial information does not include all financial risk management information and disclosures required in the annual financial statements; it should be read in conjunction with the Group's annual financial statements as at 30 November 2017. There have been no changes in the risk management processes or in any risk management policies since the year end.
The Group's finance department performs the valuations of financial assets and liabilities required for financial reporting purposes, including Level 3 fair values. The department reports directly to the Group Finance Director and the Audit Committee. Discussions of valuation processes and results are held between the Group Finance Director, the Audit Committee and the valuation team at least twice a year, in line with the Group's external reporting dates.
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined below:
· Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
· Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
· Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
Level 1
Level 2
Level 3
Total
£'000
£'000
£'000
£'000
Financial liabilities at fair value through profit or loss: - Trading derivatives
-
(44)
-
(44)
Contingent consideration
-
-
(5,937)
(5,937)
Deferred consideration
-
-
(1,341)
(1,341)
At 31 May 2018
-
(44)
(7,278)
(7,322)
Financial liabilities at fair value through profit or loss: - Trading derivatives
-
40
-
40
Contingent consideration
-
-
(4,432)
(4,432)
At 30 November 2017
-
40
(4,432)
(4,392)
There were no transfers between levels during the period, and there were no changes in valuation techniques in the period.
Level 2 trading and hedging derivatives comprise forward foreign exchange contracts. These forward foreign exchange contracts have been fair valued using forward exchange rates that are quoted in an active market. The effects of discounting are generally insignificant for Level 2 derivatives.
A summary of the movements in deferred and contingent consideration on acquisitions contained in Level 3 is given below:
J. G. Finneran Associates, Inc.
Rohasys BV
Keystone Filter
Total
£'000
£'000
£'000
£'000
At 1 December 2017
(4,432)
-
-
(4,432)
Purchase consideration additions in the period
-
(2,746)
(5,219)
(7,965)
Cash paid in the period
-
1,454
3,840
5,294
Recognised in the income statement
-
(46)
-
(46)
Foreign exchange movement
(77)
(3)
(49)
(129)
At 31 May 2018
(4,509)
(1,341)
(1,428)
(7,278)
J. G. Finneran Associates, Inc.
TEM Filter Company
Total
£'000
£'000
£'000
At 1 December 2016
-
(696)
(696)
Purchase consideration additions in the period
(10,069)
-
(10,069)
Cash paid in the period
5,248
684
5,932
Recognised in the income statement
-
(20)
(20)
Foreign exchange movement
173
32
205
At 31 May 2017
(4,648)
-
(4,648)
Details regarding the valuation and sensitivity of the contingent consideration are disclosed in Note 9. The fair value of the following financial assets and liabilities approximate their carrying amount: borrowings, trade and other receivables, other current financial assets, cash and cash equivalents, and trade and other payables.
12. Provisions for other liabilities and charges
Dilapidations
Warranty
Total
£'000
£'000
£'000
At 1 December 2017
178
1,217
1,395
Charged to/(released from) the consolidated income statement:
- Warranty
-
(363)
(363)
At 31 May 2018
178
854
1,032
The provisions, all of which are non-current, arise from a discounted dilapidations provision for leased property, which is expected to be utilised in 2023, and sale warranties, which are utilisable before 2020.
13. Exchange rates
Exchange rates for the US dollar and Euro during the period were:
Average rate to 31 May 18
Average rate to 31 May 17
Closing rate at 31 May 18
Closing rate at 30 Nov 17
Unaudited
Unaudited
Unaudited
Unaudited
US dollar
1.38
1.26
1.33
1.35
Euro
1.14
1.17
1.14
1.14
14. Alternative performance measures
a. Underlying revenue at constant currency estimation
2018
2017
Growth
Aerospace & Industrial
£'000
£'000
%
Underlying revenue*
20,639
19,499
6
Acquisitions
638
-
Underlying revenue including acquisitions*
21,277
19,499
9
Large projects
233
215
Revenue at constant currency*
21,510
19,714
9
Exchange
190
758
Revenue as reported
21,700
20,472
6
Laboratory
Underlying revenue*
12,987
13,745
(6)
Acquisitions
5,550
1,540
Revenue at constant currency*
18,537
15,285
21
Exchange
437
643
Revenue as reported
18,974
15,928
19
Metal Melt Quality
Revenue at constant currency*
18,528
17,181
8
Exchange
483
1,957
Revenue as reported
19,011
19,138
(1)
Group
Underlying revenue*
52,154
50,425
3
Acquisitions
6,188
1,540
Underlying revenue including acquisitions*
58,342
51,965
12
Large projects
233
215
Revenue at constant currency*
58,575
52,180
12
Exchange
1,110
3,358
Revenue as reported
59,685
55,538
7
*Revenue at constant currency is based upon retranslating the overseas subsidiaries at fixed exchange rates in both years of $1.4:£ and €1.2:£. Large projects are the four large gasification and nuclear remediation projects that the Group is currently completing. Inter-segment revenue has been eliminated in the selling segment.
b. Performance before exceptional item
Included in the income tax expense is a one off non-cash exceptional credit of £778,000 (2017: £nil) reflecting the impact of the change of US tax rates on the Group's deferred tax liability. As disclosed in note 2, the earnings per share impact of this item is 1.7 pence per share. Excluding this item from basic earnings per share reduces earnings per share from 10.7 pence per share to 9.0 pence per share.
15. Reconciliation of new operating segments to amounts reported in 2017
From 1 December 2017 the Group has reported under a three operating segment structure. The new divisions are Aerospace & Industrial, Laboratory, and Metal Melt Quality. Metal Melt Quality is the new name for Metals Filtration, no changes were made to the components of the division. The table below reconciles the Aerospace & Industrial and Laboratory operating segments with the Microfiltration operating segment as previously reported.
Restated
As reported
Six months ended 31 May 2017 - Unaudited
Aerospace & Industrial
Laboratory
Eliminations
Microfiltration
£'000
£'000
£'000
£'000
Total segment revenue
20,537
16,787
(924)
36,400
Inter-segment revenue
(65)
(859)
924
-
Revenue
20,472
15,928
-
36,400
Operating profit
2,513
2,700
-
5,213
Profit before income tax
2,513
2,700
-
5,213
Income tax expense
-
-
-
-
Profit for the period
2,513
2,700
-
5,213
Restated
As reported
At 31 May 2017 - Unaudited
Aerospace & Industrial
Laboratory
Microfiltration
£'000
£'000
£'000
Segmental assets
48,182
31,785
79,967
Segmental liabilities
(15,359)
(10,512)
(25,871)
Restated
As reported
At 30 Nov 2017 - Unaudited
Aerospace & Industrial
Laboratory
Microfiltration
£'000
£'000
£'000
Segmental assets
46,985
30,250
77,235
Segmental liabilities
(15,979)
(7,690)
(23,669)
16. Seasonality
The results for the six months ended 31 May 2018 are impacted by a lower number of working days in the first six months of the year than in the second half of the year.
17. Basis of preparation
Porvair plc is a public limited company registered in the UK and listed on the London Stock Exchange.
This unaudited condensed half-yearly consolidated financial information for the six months ended 31 May 2018 has been prepared in accordance with the Disclosure and Transparency Rules ('DTR') of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting' as adopted by the European Union. The condensed half-yearly consolidated financial information should be read in conjunction with the annual financial statements for the year ended 30 November 2017, which have been prepared in accordance with IFRSs as adopted by the European Union.
The accounting policies adopted are consistent with those of the annual financial statements for the year ended 30 November 2017, as described in those financial statements. A number of amendments to IFRSs became effective for the financial year beginning 1 December 2017. However, the Group did not have to change its accounting policies or make material retrospective adjustments as a result of adopting these new standards.
Taxes on income in the interim period are accrued using the tax rate that would be applicable to expected total annual earnings.
This condensed half-yearly consolidated financial information has been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of certain current assets, financial assets and financial liabilities held for trading and derivative contracts, which are held at fair value.
The preparation of condensed half-yearly consolidated financial information in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed half-yearly consolidated financial information and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates. In preparing the condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 30 November 2017, with the exception of changes in estimates that are required in determining the provision for income taxes.
After having made appropriate enquiries, including a review of progress against the Group's budget for 2018, its medium term plans and taking into account the banking facilities available until May 2022, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of approval of the condensed half yearly consolidated financial information. Accordingly, they continue to adopt the going concern basis in preparing this condensed half-yearly consolidated financial information.
This condensed half-yearly consolidated financial information and the comparative figures does not constitute full accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 November 2017, which were approved by the Board of Directors on 26 January 2018, and which include an unqualified audit report, no emphasis of matter paragraph and no statements under sections 498(2) or (3) of the Companies Act 2006, have been delivered to the Registrar of Companies. This condensed half-yearly consolidated financial information has been reviewed, not audited.
The condensed half-yearly consolidated financial information does not include all financial risk management information and disclosures required in the annual financial statements; it should be read in conjunction with the Group's annual financial statements for the year ended 30 November 2017. There have been no changes in any risk management policies since the year end.
This report will be available at Porvair plc's registered office at 7 Regis Place, Bergen Way, King's Lynn, PE30 2JN and on the Company's website www.porvair.com.
Statement of directors' responsibilities
The Directors confirm that this condensed half-yearly consolidated financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the first six months of the year, their impact on the condensed half-yearly consolidated financial information and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
· material related party transactions in the first six months of the year and any material changes in the related party transactions described in the last annual report.
The Directors of Porvair plc are listed in the Porvair plc Annual Report for the year ended 30 November 2017. A list of current Directors is maintained on the Porvair plc website www.porvair.com.
By order of the board
Ben Stocks
Chris Tyler
Group Chief Executive
Group Finance Director
22 June 2018
INDEPENDENT REVIEW REPORT TO PORVAIR PLC
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 May 2018 which comprises the condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated balance sheet, condensed consolidated cash flow statement, condensed consolidated statement of changes in equity, and related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 17, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 May 2018 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Deloitte LLP
Statutory Auditor
Cambridge, United Kingdom
22 June 2018
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