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REG - Porvair PLC - Full Year Results

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RNS Number : 4225W  Porvair PLC  10 February 2025

For immediate
release
            10 February 2025

Porvair plc

Results for the year ended 30 November 2024

Porvair plc ("Porvair" or the "Group"), the specialist filtration, laboratory
and environmental technology group, announces its results for the year ended
30 November 2024.

Highlights:

·      Record revenue and profits.

·      Revenue up 9% to £192.6 million (2023: £176.0 million), 13%
higher on a constant currency basis*.

·      Adjusted operating profit* 8% higher at £24.5 million (2023:
£22.6 million).

·      Operating profit 8% higher at £22.8 million (2023: £21.2
million).

·      Adjusted profit before tax* 6% higher at £22.7 million (2023:
£21.4 million).

·      Profit before tax 4% higher at £20.9 million (2023: £20.1
million).

·      Adjusted basic earnings per share* 4% higher at 38.6 pence (2023:
37.2 pence).

·      Basic earnings per share 3% higher at 35.8 pence (2023: 34.8
pence).

·      Closing cash at £13.7 million (2023: £14.1 million) after
investing £15.3 million (2023: £18.7 million) in capital expenditure and
acquisitions.

·      Recommended final dividend of 4.2 pence (2023: 4.0 pence)
bringing the full year dividend to 6.3 pence (2023: 6.0 pence).

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

"Porvair delivered record revenue and profits in 2024, posting percentage
revenue growth in line with its 20-year trading record.  Trading conditions
were mixed, with strength in aerospace and petrochemical markets offsetting
weakness in laboratory and industrial consumables.  The Group's strategy,
unchanged since 2004, continues to deliver consistent results despite some
end-market inconsistency.  The Group focuses on markets with long-term
secular growth drivers: tightening environmental regulation; the growth of
analytical science; the need for clean water; the development of
carbon-efficient transportation; the replacement of plastic and steel by
aluminium; and the drive for manufacturing process quality and efficiency.
These trends underpin our trading record and enable the Board to make
longer-term plans, as set out in our ESG report published alongside these
results.  In the nearer term there is much to look forward to in 2025: new
product introductions in aerospace, Seal Analytical and Kbiosystems; the
installation of a new manufacturing line for aluminium filtration; industrial
demand recovery in the US; and increased Laboratory in-house manufacturing
through Hungary.  2025 will also be a year of management transition as I will
retire as CEO and the new team of Hooman Caman Javvi and James Mills will take
the Group forward and build on the strength of our model. The Board is
optimistic for the future."

* See notes 1, 2 and 3 for definitions and reconciliations.

 

For further information please contact:

 Porvair plc                                         +44 (0)1553 765 500
 Ben Stocks, Chief Executive
 Hooman Caman Javvi, Chief Executive designate
 James Mills, Group Finance Director

 Burson Buchanan                                     +44 (0)20 7466 5000
 Charles Ryland / Stephanie Whitmore / Jack Devoy

 

An analyst briefing will take place at 9:30 a.m. on Monday 10 February 2025 at
Burson Buchanan, please contact Burson Buchanan for details.  An audiocast of
the meeting and the presentation will subsequently be made available at
www.porvair.com (http://www.porvair.com) .

Operating review

As this will be my last operating review as Chief Executive of Porvair before
I retire, I hope shareholders will forgive me if, before reviewing 2024, I
comment on the Group's performance over the last 20 years.  In 2001, the
Board decided on a radical change of strategic direction and undertook a
series of disposals.  2004 was the first full year of trading as a specialist
filtration and environmental technology group, and our strategy has remained
unchanged since then.

Over 20 years, a period including two recessions and a pandemic:

·      Compound revenue growth has been 8%;

·      Compound growth in adjusted earnings per share has been 13%; and

·      The total number of shares at issue has grown by less than 1% per
year.

Shareholders will decide for themselves how they rate this performance.  They
are delivered through the confluence of well-engineered, regularly updated
products; customers and markets supported by secular growth trends; and a
group of outstanding people with whom I have been privileged to work for two
decades.  These three remain the cornerstones of the Group.  Over this
period Porvair has grown to now generate around £15 million of surplus cash
per year after meeting its tax, dividend and pension liabilities.  This is a
solid basis for further compounding growth.  Looking ahead and as outlined
below, near-term opportunities are apparent across the Group.  Longer term,
with a new executive management team the future is bright and I have no doubt
the best is yet to come.

Returning now to near-term trading, 2024 was a year of record revenues and
profits, again achieved despite variable demand patterns across our markets.
 As expected, financial performance was better in the second half.

Aerospace and petrochemical markets remained robust through the year while
industrial consumable orders remained patchy.  Laboratory product demand was
consistent, albeit still at levels below those seen in 2022.

Revenue growth was 9%, 13% on a constant currency basis (see note 1).
 Operating profit was up 8% and includes a £0.9 million charge for damage
remediation caused by Hurricane Helene in North Carolina.  Strong cash
generation meant that the year finished with £13.7 million of net cash on the
balance sheet (2023: £14.1 million) after spending around £20 million on
acquisitions, capital expenditure, dividends and pension costs.

Porvair's devolved management structure is helpful in volatile trading
conditions, enabling key commercial decisions to be made closer to customers
and suppliers.  Annual objectives for general managers were again to deliver
earnings growth, cash generation and improvements in selected ESG metrics.
 Details of our ESG programme are set out in a separate report published
alongside these financial results.

In common with most filtration companies, the Group has a diverse operating
spread, manufacturing over 4,000 products and shipping to over 15,000
customers.  The benefit of this is shown in the relatively consistent
financial results of recent years, despite inconsistent demand across sectors.
 We serve a range of markets in various parts of the world and trading is
affected by both local and global events.  However, Porvair's underlying
growth drivers did not change in 2024: tightening environmental regulation;
the growth of analytical science; the need for clean water; the development of
carbon-efficient transportation; the replacement of plastic and steel by
aluminium; and the drive for manufacturing process quality and efficiency.

 

Financial results

                                 2024       2023       Growth
                                 £m         £m         %
 Revenue                         192.6      176.0      9
 Operating profit                22.8       21.2       8
 Adjusted operating profit*      24.5       22.6       8
 Profit before tax               20.9       20.1       4
 Adjusted profit before tax*     22.7       21.4       6

                                 Pence      Pence
 Earnings per share              35.8       34.8       3
 Adjusted earnings per share*    38.6       37.2       4

                                 £m         £m
 Cash generated from operations  25.7       24.1
 Cash and cash equivalents       13.7       14.1

* See notes 1, 2 and 3 for definitions and reconciliations.

Revenue increased by 9% to £192.6 million (2023: 2% to £176.0 million).
 Profit before tax increased by 4% (2023: 7%).  Adjusted profit before tax
grew by 6% (2023: 10%) and adjusted earnings per share by 4% (2023: 12%).

Strategy and purpose

Porvair's strategy and purpose have remained consistent for over 20 years, a
period that now encompasses two recessions and a pandemic.  The Group's
record for growth, cash generation and investment is:

                                                     5 years  10 years  15 years  20 years
 Revenue CAGR*                                       6%       6%        9%        8%
 Earnings per share CAGR*                            9%       10%       23%       12%
 Adjusted earnings per share CAGR*                   9%       10%       19%       13%
 * Compound annual growth rate
                                                     5 years  10 years  15 years  20 years
                                                     £m       £m        £m        £m
 Cash from operations                                104.5    175.5     227.3     250.1
 Investment in acquisitions and capital expenditure  51.3     102.1     120.7     141.6

This longer-term growth record gives the Board confidence in the Group's
capabilities and is the basis for capital allocation and planning decisions.

Strategic statement and business model

Porvair's strategic purpose is the development of specialist filtration,
laboratory and environmental technology businesses for the benefit of all
stakeholders.  Principal measures of success include consistent earnings
growth and selected ESG measures as set out in the Group's ESG report.

The Group is positioned to benefit from global trends as outlined above.

Porvair businesses have certain key characteristics in common:

·      specialist design, engineering or commercial 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 and must perform to a given specification.

Orders are won by offering the best technical solutions or commercial service
at an acceptable cost.  Technical expertise is necessary in all markets
served. New products are often adaptations of existing designs with attributes
validated in our own test and measurement laboratories. Experience in specific
markets and applications is valuable in building customer confidence.  Domain
knowledge is important, as is deciding where to direct resources.

This leads the Group to:

·      focus on markets with long-term growth potential;

·      look for applications where product use is mandated and
replacement demand is regular;

·      make new product development a core business activity;

·      establish geographic presence where end-markets require; and

·      invest in both organic and acquired growth.

Therefore:

·      we focus on three operating segments: Aerospace & Industrial;
Laboratory; and Metal Melt Quality. All have clear long-term growth drivers;

·      our products typically reduce emissions or 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.  In the
last twelve months: 44% of revenue was in the Americas; 16% in Asia; 28% in
Continental Europe; 11% in the UK; and 1% in Africa.  The Group has plants in
the US, UK, Belgium, Germany, Hungary, the Netherlands, India and China.  In
the last twelve months: 45% of revenue was manufactured in the US; 27% in the
UK; 25% in Continental Europe; and 3% in Asia; and

·      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 US, UK, Germany, Hungary and China, and made
several acquisitions.  All investments are subject to a hurdle rate analysis
based on strategic and financial priorities.

Environmental, Social and Governance ("ESG")

The Board understands that responsible business development is essential for
creating long-term value for stakeholders.  Most of the products made by
Porvair are used to the benefit of the environment.  Our water analysis
equipment measures contamination levels in water.  Industrial filters are
typically needed to reduce emissions or improve efficiency. Aerospace filters
improve safety and reliability.  Nuclear filters confine fissile materials.
Metal Melt Quality filters reduce waste and help improve the strength to
weight ratio of metal components.

A full ESG report is published at the time of this results announcement,
setting out:

·      Porvair's ESG management framework and goals;

·      how energy transition and climate change might affect markets
served by the Group, and how these trends affect our long-term planning
framework;

·      ESG metrics and results; and

·      how the Group has acted for the benefit of its stakeholders in
2024.

 

Divisional review

Aerospace & Industrial

                             2024      2023      Growth
                             £m        £m        %
 Revenue                     84.2      67.6      25
 Operating profit            10.8      9.3       16
 Adjusted operating profit*  11.8      9.8       20

* See notes 1 and 2 for definitions and reconciliations.

The Aerospace & Industrial division designs and manufactures a wide range
of specialist filtration products, demand for which is driven by customers
seeking better engineered, cleaner, safer or more efficient operations.
Differentiation is achieved through design engineering; the development of
intellectual property; quality accreditations; and customer service.

Revenue in the year grew by 25%. Aerospace revenues grew 21% as passenger air
miles exceeded pre-pandemic levels.  Petrochemical sales, which can be lumpy,
were up 37% helped by tightening emissions standards, notably in India, and a
gasification order, some of which will ship in 2025.  Growth was further
enhanced by EFC, acquired in December 2023, which had a good maiden year with
the Group.  These were offset by relative weakness in general US industrial
markets, including microelectronics which remained sluggish for most of the
year.  A recovery in these markets, which picked up a little in the final
quarter, is an opportunity for 2025.

Adjusted operating profits rose 20%.  Adjusted operating margins eased to
14.0% (2023: 14.5%) due to a higher mix of petrochemical revenues and
operational gearing in the US plants.  It was a good year for product
introductions with new filters specified on the LEAP aero engine programme and
Blue Origin rockets and new customers for the line of de-misting filters
acquired with EFC.

Laboratory

                             2024      2023      Growth
                             £m        £m        %
 Revenue                     64.4      60.4      7
 Operating profit            8.7       8.8       (1)
 Adjusted operating profit*  9.5       9.2       3

* See notes 1 and 2 for definitions and reconciliations.

The Laboratory division has two operating businesses: Porvair Sciences
(including Finneran, Kbiosystems and Ratiolab) and Seal Analytical.

·      Porvair Sciences manufactures laboratory filters, small
instruments and associated consumables, for which demand is driven by sample
preparation in analytical laboratories.  Differentiation is achieved through
proprietary manufacturing capabilities; control of filtration media; and
customer service.

·      Seal Analytical supplies instruments and consumables to
environmental laboratories, for which demand is driven by water quality
regulations.  Differentiation is achieved through consistent new product
development focused on improving detection limits, and improving laboratory
automation.

Revenue growth of 7% and adjusted operating profit growth of 3% included a
full year contribution from Ratiolab, acquired in July 2023.  Without this,
underlying revenues fell 1% and operating profits were broadly flat.  After a
quieter first half we had expected demand to pick up and, while order patterns
did improve, this did not feed through into better revenues until late in the
year.  We took the opportunity of lower demand to address several longer-term
issues which we expect to benefit from in 2025.  Seal Analytical changed its
partner in China; accelerated investments in Hungary increased capacity and
in-house manufacturing capability; a new sales operation was opened in India;
and new product trials on a range of instruments at both Seal and Kbiosystems
were successful.  All bode well for 2025 and beyond.

 

Metal Melt Quality

                              2024       2023      Growth
                               £m        £m        %
 Revenue                     44.1        48.0      (8)
 Operating profit            5.9         6.5       (9)
 Adjusted operating profit*  5.9         6.5       (9)

* See notes 1 and 2 for definitions and reconciliations.

The Metal Melt Quality division manufactures filters for molten aluminium,
ductile iron and nickel-cobalt alloys.  It has a well-differentiated product
range based on patented products and extensive experience in melt quality
assessment.

An 8% fall in revenue in 2024 followed record sales years in 2023 (+6%), 2022
(+21%), and 2021 (+14%). Aluminium revenue was flat in a year where global
primary aluminium production fell around 23% [source: international
aluminium.org].  Demand for aerospace-related turbine blade filters was
robust, generating record revenues for the product line.  Operations in China
ran well, generating a modest profit; but US general industrial demand,
notably for the auto, truck and agricultural markets, was lower.  In the
final quarter trading conditions improved, but operations in Hendersonville
North Carolina were badly hit by Hurricane Helene in late September which
caused extensive flooding in the plant.  We are in negotiation with our
insurers and FEMA, but reported operating profits include a charge of £0.9
million for remediation costs.  Operating profit was reduced as a result with
reported margins at 13.4%.

Looking ahead, benefits of US re-shoring, notably in aluminium recycling, are
increasingly noticeable; and market share wins in turbine blade filtration in
2024 will benefit 2025.  The Board has approved capital to replace one of the
key ovens in Hendersonville.  This is a significant investment for the Group.
These assets require replacement on a 20-25 year cycle.  The new oven will be
commissioned at the end of 2025 and will increase capacity, lower unit costs
and improve carbon intensity.

Dividends

The Board recommends a final dividend of 4.2 pence per share, at a value of
£1.9 million (2023: 4.0 pence per share, at a value of £1.8 million).  The
full year dividend increases by 5.0% to 6.3 pence per share, a value of £2.9
million (2023: 6.0 pence per share, a value of £2.8 million).  The Company
had £57.1 million (2023: £45.5 million) of distributable reserves at 30
November 2024.

Staff

It is when challenged that the quality of our staff is most evident.  A great
example in 2024 was in the aftermath of Hurricane Helene, which caused
significant damage in North Carolina.  It took a huge team effort in
Hendersonville to maintain production and customer service.  The Board
salutes the resourcefulness and perseverance of all our staff.

The Board maintains direct contact with all staff members through our Employee
Engagement process which helps general managers in their communication and
staff support activities.  All staff comments and suggestions are read at
Board level, and the overwhelming tone of these comments is constructive.  We
are very grateful for the hard work, enthusiasm and dedication of all our
staff.

CEO succession

As announced on 16 April 2024, I have notified the Board of my decision to
retire from the Group.  As further announced on 23 September 2024, Hooman
Caman Javvi has been appointed to the Board as Chief Executive Officer
designate.  Hooman joined the Group on 6 January 2025 and will assume the
role of Chief Executive Officer on my retirement, following the Company's AGM
on 15 April 2025.

Current trading and outlook

Porvair delivered record revenue and profits in 2024, posting percentage
revenue growth in line with its 20-year trading record.  Trading conditions
were mixed, with strength in aerospace and petrochemical markets offsetting
weakness in laboratory and industrial consumables.  The Group's strategy,
unchanged since 2004, continues to deliver consistent results despite some
end-market inconsistency.  The Group focuses on markets with long-term
secular growth drivers: tightening environmental regulation; the growth of
analytical science; the need for clean water; the development of
carbon-efficient transportation; the replacement of plastic and steel by
aluminium; and the drive for manufacturing process quality and efficiency.
These trends underpin our trading record and enable the Board to make
longer-term plans, as set out in our ESG report published alongside these
results.  In the nearer term there is much to look forward to in 2025: new
product introductions in aerospace, Seal Analytical and Kbiosystems; the
installation of a new manufacturing line for aluminium filtration; industrial
demand recovery in the US; and increased Laboratory in-house manufacturing
through Hungary.  2025 will also be a year of management transition as I will
retire as CEO and the new team of Hooman Caman Javvi and James Mills will take
the Group forward and build on the strength of our model. The Board is
optimistic for the future.

Ben Stocks

Group Chief Executive

7 February 2025

 

Financial review

 

Group results

                    2024       2023       Growth
                    £m         £m         %
 Revenue            192.6      176.0      9
 Operating profit   22.8       21.2       8
 Profit before tax  20.9       20.1       4
 Profit after tax   16.6       16.0       4

 

Revenue was 9% higher on a reported currency basis and 13% higher at constant
currency (see note 1). Operating profit was £22.8 million (2023: £21.2
million) and profit before tax was £20.9 million (2023: £20.1 million).
Profit after tax was £16.6 million (2023: £16.0 million).  An operating
review, together with a review of divisional performance, is included in the
Chief Executive's report above.

Alternative performance measures - profit

                             2024      2023      Growth
                             £m        £m        %
 Adjusted operating profit   24.5      22.6      8
 Adjusted profit before tax  22.7      21.4      6
 Adjusted profit after tax   17.9      17.1      5

 

The Group presents alternative performance measures to enable a better
understanding of its trading performance (see note 1).  Adjusted operating
profit and adjusted profit before tax exclude items that are material and
where treatment as an adjusting item provides a more consistent assessment of
the Group's trading performance.  Adjusting items comprise £1.7 million
(2023: £0.9 million) for the amortisation of acquired intangible assets and
£nil (2023: £0.4 million) for costs incurred in relation to the acquisition
of certain business and assets from HRW Inc., which completed in March 2023;
the 100% share capital of Ratiolab, which completed in July 2023; and the 100%
share capital of EFC, which completed in December 2023.

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 rates used for
translating the results of overseas operations were:

                                                  2024             2023
 Average rate for translating the results:
 US$ denominated operations                       $1.28:£1         $1.24:£1
 Euro denominated operations                      €1.18:£1         €1.15:£1
 Closing rate for translating the balance sheet:
 US$ denominated operations                       $1.27:£1         $1.27:£1
 Euro denominated operations                      €1.20:£1         €1.16:£1

 

During the year, the Group sold US$29.8 million (2023: US$28.5 million) at a
net rate of US$1.26:£1 (2023: US$1.21:£1) and purchased €3.8 million
(2023: net €4.6 million) at a net rate of €1.20:£1 (2023: €1.15:£1).
At 30 November 2024, the Group had US$4.0 million (2023: US$10.0 million) of
outstanding forward foreign exchange contracts; hedge accounting has not been
applied to these contracts.

Finance costs

Net finance costs comprise interest on borrowings; lease liabilities; and the
Group's retirement benefit obligations; together with the cost of unwinding
discounts on provisions and other payables.  The Group also incurs undrawn
commitment fees on the Group's available banking facilities.  Net finance
costs of £1.9 million (2023: £1.2 million) increased in the year primarily
due to interest on borrowings; lease liability interest associated with a
property lease renewal in the UK; and lease liability interest on properties
which came with the Ratiolab and EFC acquisitions.  Interest cover from
operating profit was 12 times (2023: 18 times).  Interest cover from
operating profit on net bank finance costs only was 33 times (2023: 65 times).

Tax

The total Group tax charge for the year was £4.3 million (2023: £4.1
million), including the tax effect of the adjusting items set out in note 1.
 The adjusted tax charge was £4.8 million (2023: £4.3 million), with the
effective rate of income tax on adjusted profit before tax at 21% (2023: 20%).

The Group has current tax provisions of £1.6 million (2023: £0.6 million),
which includes £0.9 million (2023: £1.1 million) for uncertainties relating
to the interpretation of tax legislation in the Group's operating territories,
offset by payments on account and amounts recoverable for overpayments of tax.

The Group carries a deferred tax asset of £0.1 million (2023: £0.4 million)
and a deferred tax liability of £3.7 million (2023: £3.6 million). The
deferred tax asset relates principally to retirement benefit obligations and
share-based payments.  The deferred tax liability relates to accelerated
capital allowances, acquired intangible assets arising on consolidation and
other timing differences.

Total equity and distributable reserves

Total equity at 30 November 2024 was £153.3 million (2023: £140.4 million),
an increase of 9% over the prior year.  The net increase in total equity
includes profit after tax of £16.6 million (2023: £16.0 million), a net of
tax actuarial loss of £0.1 million (2023: gain £0.2 million), together with
a £1.6 million exchange loss (2023: £4.6 million) on the retranslation of
foreign subsidiaries.

The Company had £57.1 million (2023: £45.5 million) of distributable
reserves at 30 November 2024.  The Company's distributable reserves increased
in the year from dividends received from Group companies, and decreased in the
year from head office costs and dividends paid to shareholders.

Cash flow, cash and net debt

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

                                             2024        2023
                                             £m          £m
 Operating cash flow before working capital  31.7        29.1
 Working capital movement                    (3.8)       (2.8)
 Post-employment benefits                    (2.2)       (2.2)
 Cash generated from operations              25.7        24.1
 Interest                                    (0.7)       (0.3)
 Tax                                         (3.4)       (3.0)
 Capital expenditure                         (5.1)       (4.8)
                                             16.5        16.0
 Acquisitions (net of cash acquired)         (10.2)      (13.9)
 Share issue proceeds                        0.6         0.1
 Purchase of Employee Benefit Trust shares   (0.7)       (0.7)
 Increase in borrowings                      10.7        9.8
 Decrease in borrowings                      (10.7)      (9.8)
 Dividends                                   (2.8)       (2.7)
 Repayment of lease liabilities              (3.5)       (2.6)
 Decrease in cash                            (0.1)       (3.8)

 Net (debt)/cash reconciliation              2024        2023
                                             £m          £m
 Net cash at 1 December                      0.7         6.8
 Decrease in cash                            (0.1)       (3.8)
 Net movement in borrowings                  -           -
 Increase in lease liabilities               (4.4)       (2.1)
 Exchange                                    0.1         (0.2)
 Net (debt)/cash at 30 November              (3.7)       0.7
 Cash and cash equivalents                   13.7        14.1
 Lease liabilities                           (17.4)      (13.4)
 Net (debt)/cash at 30 November              (3.7)       0.7

 

Generating free cash flow is central to the Group's business model.  Cash
generated from operations was £25.7 million (2023: £24.1 million), with net
working capital increasing by £3.8 million (2023: £2.8 million).  The Group
started the year with cash and cash equivalents of £14.1 million and finished
the year with £13.7 million, having invested £15.3 million in capital
expenditure and acquisitions (2023: £18.7 million).

In August 2024, the Group agreed with Barclays Bank plc and Citibank N.A.,
London Branch, a new €20 million four year secured revolving credit facility
with the option to extend by one year, plus a €20 million accordion.  The
agreement was a refinance of the Group's existing €28 million facilities and
€17 million accordion.  A margin benefit remains for delivering progress
against certain sustainability targets.  The Group continues to have a £2.5
million overdraft facility provided by Barclays Bank plc.

Bank borrowings at 30 November 2024 were £nil (2023: £nil).  As at 30
November 2024, the Group had €19.6 million/£16.3 million (2023: €27.8
million/£24.0 million) of unused credit facilities and an unutilised £2.5
million (2023: £2.5 million) net overdraft facility.

Capital expenditure

Capital expenditure on property, plant and equipment was £5.1 million (2023:
£4.8 million), as the Group continued to invest in capital projects with a
particular emphasis on automation, productivity and capacity.  During the
year, the Board approved a £5.5 million capital investment programme for the
update and expansion of the Group's aluminium cast house production
capabilities in Hendersonville.  The project began in the second half of the
year.

Acquisitions

On 4 December 2023, the Group acquired 100% of the share capital of European
Filter Corporation NV ("EFC"), on a cash free, debt free basis and subject to
an agreed level of working capital.  Consideration paid was £10.3 million.
Further details of the acquisition are disclosed in note 9.

Provisions

The Group has £3.6 million (2023: £3.6 million) of provisions for
dilapidations and performance warranties. £0.7 million of provisions have
been created for sales made in the year, whilst £0.2 million of provisions
have been released following the latest estimate of the expected costs to be
incurred and £0.5 million of provisions have been utilised.

Retirement benefit obligations

Retirement benefit obligations measured in accordance with IAS 19 Employee
Benefits were £5.9 million (2023: £7.7 million). The Group supports its
defined benefit pension scheme in the UK ("the Plan"), which is closed to new
entrants, and provides access to defined contribution schemes for its other
employees.  The Plan's liabilities increased in the year to £31.3 million
(2023: £30.8 million).  The Plan's assets also increased in the year to
£25.5 million (2023: £23.3 million).  Following a change in financial and
demographic assumptions, a net of tax actuarial loss of £0.1 million (2023:
gain £0.2 million) was recognised within the statement of comprehensive
income.  Cash contributions paid to the Plan were £2.6 million (2023: £2.6
million), which included a deficit recovery payment of £2.1 million (2023:
£2.1 million).  The 31 March 2024 triennial valuation of the Plan is in
progress and is expected to be finalised before 30 June 2025.

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.

 

James Mills

Group Finance Director

7 February 2025

Consolidated income statement

For the year ended 30 November

                                                        2024         2023
 Continuing operations                            Note  £'000        £'000
 Revenue                                          1,2   192,639      176,013
 Cost of sales                                          (127,534)    (113,719)
 Gross profit                                           65,105       62,294
 Distribution costs                                     (3,524)      (2,569)
 Administrative expenses                                (38,784)     (38,485)
 Adjusted operating profit                        1,2   24,540       22,571
 Adjustments:
 Amortisation of acquired intangible assets             (1,743)      (872)
 Other acquisition-related costs                        -            (459)
 Operating profit                                 1,2   22,797       21,240
 Finance income                                         51           126
 Finance costs                                          (1,936)      (1,276)
 Profit before tax                                      20,912       20,090
 Adjusted income tax expense                            (4,751)      (4,324)
 Adjustments:
 Tax effect of adjustments to operating profit    1     441          204
 Income tax expense                                     (4,310)      (4,120)
 Profit for the year                                    16,602       15,970
 Profit attributable to:
 -     Owners of the parent                             16,479       15,970
 -     Non-controlling interests                        123          -
 Profit for the year                                    16,602       15,970

 Earnings per share (basic)                       3     35.8p        34.8p
 Earnings per share (diluted)                     3     35.8p        34.8p

 Adjusted earnings per share (basic)              3     38.6p        37.2p
 Adjusted earnings per share (diluted)            3     38.6p        37.2p

 

 

Consolidated statement of comprehensive income

For the year ended 30 November

                                                                                                      2024       2023

                                                                                                      £'000      £'000
 Profit for the year                                                                                  16,602     15,970
 Other comprehensive (loss)/income
 Items that will not be reclassified to profit and loss:
 Actuarial (loss)/gain in defined benefit pension plans net of tax                                    (64)       227
 Items that may be subsequently reclassified to profit and loss:
 Exchange loss on translation of foreign subsidiaries                                                 (1,566)    (4,628)
 Total other comprehensive loss for the year                                                          (1,630)    (4,401)
 Total comprehensive income for the year                                                              14,972     11,569
 Comprehensive income attributable to:
 -     Owners of the parent                                                                           14,849     11,569
 -     Non-controlling interests                                                                      123        -
 Total comprehensive income for the year                                                              14,972     11,569

 

Consolidated balance sheet

As at 30 November

                                                         2024          2023

                                              Note       £'000         £'000
 Non-current assets
 Property, plant and equipment                           29,327        28,329
 Right-of-use assets                                     16,433        12,136
 Goodwill and other intangible assets                    89,792        82,949
 Deferred tax asset                                      84            401
                                                         135,636       123,815
 Current assets
 Inventories                                             31,969        31,898
 Trade and other receivables                             31,665        23,268
 Derivative financial instruments                        7             250
 Cash                                                    15,838        16,839
                                                         79,479        72,255
 Current liabilities
 Trade and other payables                                (27,408)      (23,827)
 Bank overdrafts                                         (2,097)       (2,787)
 Current tax liabilities                                 (1,572)       (594)
 Lease liabilities                                       (2,487)       (2,057)
 Derivative financial instruments                        (40)          -
 Provisions                                   5          (3,256)       (3,243)
                                                         (36,860)      (32,508)
 Net current assets                                      42,619        39,747

 Non-current liabilities
 Deferred tax liability                                  (3,704)       (3,583)
 Retirement benefit obligations                          (5,897)       (7,713)
 Other payables                                          (85)          (123)
 Lease liabilities                                       (14,969)      (11,342)
 Provisions                                   5          (346)         (363)
                                                         (25,001)      (23,124)
 Net assets                                              153,254       140,438

 Capital and reserves
 Share capital                                           930           927
 Share premium account                                   38,407        37,778
 Cumulative translation reserve                          9,259         10,825
 Retained earnings                                       104,530       90,908
 Equity attributable to owners of the parent             153,126       140,438
 Non-controlling interests                               128           -
 Total equity                                            153,254       140,438

 

Consolidated cash flow statement

For the year ended 30 November

                                                                                             2024          2023

                                                      Note                                   £'000         £'000
 Cash flows from operating activities
 Cash generated from operations                       8                                      25,744        24,079
 Interest paid                                                                               (739)         (452)
 Tax paid                                                                                    (3,488)       (3,027)
 Net cash generated from operating activities                                                21,517        20,600

 Cash flows from investing activities
 Interest received                                                                           49            122
 Acquisition of subsidiaries (net of cash acquired)   9                                      (10,204)      (9,957)
 Settlement of debt acquired on acquisition                                                  -             (3,955)
 Purchase of property, plant and equipment                                                   (4,839)       (4,702)
 Purchase of intangible assets                                                               (289)         (107)
 Proceeds from sale of property, plant and equipment                                         5             -
 Proceeds from sale of share capital of non-controlling interests                            5             -
 Net cash used in investing activities                                                       (15,273)      (18,599)

 Cash flows from financing activities
 Proceeds from issue of ordinary shares                                                      632           152
 Purchase of Employee Benefit Trust shares                                                   (724)         (745)
 Proceeds of loans and borrowings                                                            10,721        9,818
 Repayments of loans and borrowings                                                          (10,721)      (9,818)
 Dividends paid to shareholders                       4                                      (2,811)       (2,664)
 Repayments of lease liabilities                                                             (3,485)       (2,551)
 Net cash used in financing activities                                                       (6,388)       (5,808)

 Net decrease in cash and cash equivalents                                                   (144)         (3,807)
 Effects of exchange rate changes                                                            (167)         (438)
                                                                                             (311)         (4,245)
 Cash and cash equivalents at 1 December                                                     14,052        18,297
 Cash and cash equivalents at 30 November                                                    13,741        14,052

 

 

Reconciliation of net cash flow to movement in net (debt)/cash

                                                                   2024         2023

                                                                   £'000        £'000

 Net cash at 1 December                                            653          6,825
 Decrease in cash and cash equivalents                             (144)        (3,807)
 Net movement in borrowings                                        -            -
 Net debt acquired in the year                                     -            (3,955)
 Settlement of debt acquired on acquisition                        -            3,955
 Lease liabilities additions, exits and accretion of interest      (4,994)      (2,493)
 Lease liabilities acquired                                        (2,044)      (1,858)
 Lease liabilities interest incurred                               (811)        (368)
 Lease liabilities repaid                                          3,485        2,551
 Effects of exchange rate changes                                  140          (197)
 Net debt/(cash) at 30 November                                    (3,715)      653

 

 Cash and cash equivalents           13,741        14,052
 Lease liabilities                   (17,456)      (13,399)
 Net (debt)/cash at 30 November      (3,715)       653

 

Consolidated statement of changes in equity

For the year ended 30 November

 

                                                          Share             Cumulative                                    Non-controlling interest

                                          Share capital   premium account   translation   reserve     Retained earnings   £'000                     Total

                                          £'000           £'000             £'000                     £'000                                         equity

                                                                                                                                                    £'000
 At 1 December 2022                       927             37,626            15,453                    77,062              -                         131,068
 Profit for the year                      -               -                 -                         15,970              -                         15,970
 Other comprehensive loss                 -               -                 (4,628)                   227                 -                         (4,401)
 Total comprehensive income for the year  -               -                 (4,628)                   16,197              -                         11,569
 Purchase of own shares (held in trust)   -               -                 -                         (745)               -                         (745)
 Issue of ordinary share capital          -               152               -                         -                   -                         152
 Share-based payments (net of tax)        -               -                 -                         1,058               -                         1,058
 Dividends paid                           -               -                 -                         (2,664)             -                         (2,664)
 At 30 November 2023                      927             37,778            10,825                    90,908              -                         140,438

 Profit for the year                      -               -                 -                         16,479              123                       16,602
 Other comprehensive loss                 -               -                 (1,566)                   (64)                -                         (1,630)
 Total comprehensive income for the year  -               -                 (1,566)                   16,415              123                       14,972
 Purchase of own shares (held in trust)   -               -                 -                         (724)               -                         (724)
 Issue of ordinary share capital          3               629               -                         -                   -                         632
 Share-based payments (net of tax)        -               -                 -                         742                 -                         742
 Changes in non-controlling interests     -               -                 -                         -                   5                         5
 Dividends paid                           -               -                 -                         (2,811)             -                         (2,811)
 At 30 November 2024                      930             38,407            9,259                     104,530             128                       153,254

Notes

1.         Alternative performance measures

Alternative performance measures are used by the Directors and management to
monitor business performance internally and exclude certain cash and non-cash
items which they believe are not reflective of the normal course of business
of the Group.  The Directors believe that disclosing such non-IFRS measures
enables a reader to isolate and evaluate the impact of such items on results
and allows for a fuller understanding of performance from year to year.
 Alternative performance measures may not be directly comparable with other
similarly titled measures used by other companies.

Alternative revenue measures

                                   2024         2023         Growth
 Aerospace & Industrial            £'000        £'000        %
 Underlying revenue                72,925       64,418       13
 Acquisition                       9,290        -
 Revenue at constant currency      82,215       64,418       28
 Exchange                          2,002        3,218
 Revenue as reported               84,217       67,636       25

 Laboratory
 Underlying revenue                53,251       53,574       (1)
 Acquisition                       8,193        2,799
 Revenue at constant currency      61,444       56,373       9
 Exchange                          2,919        4,013
 Revenue as reported               64,363       60,386       7

 Metal Melt Quality
 Revenue at constant currency      40,291       42,329       (5)
 Exchange                          3,768        5,662
 Revenue as reported               44,059       47,991       (8)

 Group
 Underlying revenue                166,467      160,321      4
 Acquisitions                      17,483       2,799
 Revenue at constant currency      183,950      163,120      13
 Exchange                          8,689        12,893
 Revenue as reported               192,639      176,013      9

 

Revenue at constant currency is derived from translating overseas subsidiaries
results at budgeted fixed exchange rates.  In 2024 and 2023, the rates used
were US$1.40:£1 and €1.20:£1, compared with reported rates of US$1.28:£1
(2023: US$1.24:£1) and €1.18:£1 (2023: €1.15:£1).

 

Underlying revenue is revenue at constant currency adjusted for the impact of
acquisitions made in the current and prior year.

 

The acquisition lines relate separately to revenue from EFC and Ratiolab,
acquired in December 2023 and July 2023 respectively.  HRW, acquired in March
2023, expanded the Group's previously outsourced machining capability and has
no external revenue.

 

 

Alternative profit measures

A reconciliation of the Group's adjusted performance measures to the reported
IFRS measures is presented below:

 

                                   2024                                   2023
                         Adjusted  Adjustments  Reported      Adjusted  Adjustments  Reported
                         £'000     £'000        £'000         £'000     £'000        £'000
 Operating profit        24,540    (1,743)      22,797        22,571    (1,331)      21,240
 Finance income          51        -            51            126       -            126
 Finance costs           (1,936)   -            (1,936)       (1,276)   -            (1,276)
 Profit before tax       22,655    (1,743)      20,912        21,421    (1,331)      20,090
 Income tax expense      (4,751)   441          (4,310)       (4,324)   204          (4,120)
 Profit for the year     17,904    (1,302)      16,602        17,097    (1,127)      15,970

 

An analysis of adjusting items is given below:

                                                2024         2023
 Affecting operating profit:                    £'000        £'000
 Amortisation of acquired intangible assets     (1,743)      (872)
 Other acquisition-related costs                -            (459)
                                                (1,743)      (1,331)
 Affecting tax:
 Tax effect of adjustments to operating profit  441          204
 Total adjusting items                          (1,302)      (1,127)

 

Adjusted operating profit excludes:

 

·      the amortisation of intangible assets arising on acquisition of
businesses of £1.7 million (2023: £0.9 million); and

·      other acquisition-related costs of £nil (2023: £0.4 million)
incurred in relation to the acquisition of certain business and assets from
HRW in March 2023; the 100% share capital of Ratiolab acquired in July 2023;
and the 100% share capital of EFC acquired in December 2023 (note 9).

Return on capital employed

The Group uses two return measures to assess the return it makes on its
investments:

·      adjusted post tax return on capital employed of 15% (2023: 15%)
is the tax adjusted operating profit as a percentage of the average capital
employed.  Capital employed is the average of the opening and closing Group
net assets less the average of the opening and closing cash and cash
equivalents, and borrowings; and

·      adjusted post tax return on operating capital employed of 32%
(2023: 34%) is calculated on the same basis except that the capital employed
is adjusted to remove the average of the opening and closing goodwill and the
opening and closing net of tax retirement benefit obligations to give a
measure of the operating capital.

 

2.         Segment information

The chief operating decision maker has been identified as the Board of
Directors.  The Board of Directors has instructed the Group's internal
reporting to be based around differences in products and services, in order to
assess performance and allocate resources.  The key profit measure used to
assess the performance of each reportable segment is adjusted operating
profit/(loss).  Management has determined the operating segments based on
this reporting.

As at 30 November 2024, the Group is organised on a worldwide basis into three
operating segments:

1)   Aerospace & Industrial - principally serving the aviation, and
energy and industrial markets;

2)   Laboratory - principally serving the bioscience and environmental
laboratory instrument and consumables market; and

3)   Metal Melt Quality - principally serving the global aluminium, North
American Free Trade Agreement ("NAFTA") iron foundry and superalloys markets.

Other Group operations' costs, assets and liabilities are included in the
"Central" division.  Central costs mainly comprise Group corporate costs,
including new business development costs, some research and development costs
and general financial costs.  Central assets and liabilities mainly comprise
Group retirement benefit obligations, tax assets and liabilities, cash and
borrowings.

The segment results for the year ended 30 November 2024 are as follows:

                                             Aerospace & Industrial                           Metal Melt Quality

                                                                             Laboratory                               Central       Group
                                             £'000                           £'000            £'000                   £'000         £'000
 Total segment revenue                       84,266                          65,840           44,059                  -             194,165
 Inter-segment revenue                       (49)                            (1,477)          -                       -             (1,526)
 Revenue                                     84,217                          64,363           44,059                  -             192,639

 Adjusted operating profit/(loss)            11,804                          9,503            5,917                   (2,684)       24,540
 Amortisation of acquired intangible assets

                                             (958)                           (785)            -                       -             (1,743)
 Operating profit/(loss)                     10,846                          8,718            5,917                   (2,684)       22,797
 Finance income                              -                               -                -                       51            51
 Finance costs                               -                               -                -                       (1,936)       (1,936)
 Profit/(loss) before tax                    10,846                          8,718            5,917                   (4,569)       20,912

The segment results for the year ended 30 November 2023 are as follows:

                                             Aerospace                           Metal Melt Quality

                                             & Industrial         Laboratory                           Central     Group
                                             £'000                £'000          £'000                 £'000       £'000
 Total segment revenue                       67,661               62,106         47,991                -           177,758
 Inter-segment revenue                       (25)                 (1,720)        -                     -           (1,745)
 Revenue                                     67,636               60,386         47,991                -           176,013

 Adjusted operating profit/(loss)

                                             9,780                9,215          6,547                 (2,971)     22,571
 Amortisation of acquired intangible assets

                                             (446)                (426)          -                     -           (872)
 Other acquisition-related costs

                                             (23)                 -              -                     (436)       (459)
 Operating profit/(loss)                     9,311                8,789          6,547                 (3,407)     21,240
 Finance income                              -                    -              -                     126         126
 Finance costs                               -                    -              -                     (1,276)     (1,276)
 Profit/(loss) before tax                    9,311                8,789          6,547                 (4,557)     20,090

 

The segment assets and liabilities at 30 November 2024 are as follows:

 

                                 Aerospace & Industrial                           Metal Melt Quality

                                                                 Laboratory                               Central       Group
                                 £'000                           £'000            £'000                   £'000         £'000
 Segmental assets                87,154                          73,447           36,477                  2,199         199,277
 Cash                            -                               -                -                       15,838        15,838
 Total assets                    87,154                          73,447           36,477                  18,037        215,115

 Segmental liabilities           (26,604)                        (12,585)         (6,573)                 (8,105)       (53,867)
 Retirement benefit obligations  -                               -                -                       (5,897)       (5,897)
 Bank overdrafts                 -                               -                -                       (2,097)       (2,097)
 Total liabilities               (26,604)                        (12,585)         (6,573)                 (16,099)      (61,861)

The segment assets and liabilities at 30 November 2023 are as follows:

 

                                 Aerospace                           Metal Melt Quality

                                 & Industrial         Laboratory                           Central     Group
                                 £'000                £'000          £'000                 £'000       £'000
 Segmental assets                67,456               74,835         34,470                2,470       179,231
 Cash                            -                    -              -                     16,839      16,839
 Total assets                    67,456               74,835         34,470                19,309      196,070

 Segmental liabilities           (18,709)             (13,533)       (6,301)               (6,589)     (45,132)
 Retirement benefit obligations  -                    -              -                     (7,713)     (7,713)
 Bank overdrafts                 -                    -              -                     (2,787)     (2,787)
 Total liabilities               (18,709)             (13,533)       (6,301)               (17,089)    (55,632)

Geographical analysis

                           2024                                    2023
 Revenue                   By destination      By origin      By destination         By origin

                           £'000               £'000          £'000                  £'000
 United Kingdom            20,180              51,714         18,588                 48,291
 Continental Europe        54,025              48,652         36,707                 28,863
 United States of America  77,731              87,008         80,479                 93,609
 Other NAFTA               4,926               -              4,298                  -
 South America             1,826               -              2,567                  -
 Asia                      31,359              5,265          31,925                 5,250
 Africa                    2,592               -              1,449                  -
                           192,639             192,639        176,013                176,013

 

3.         Earnings per share (EPS)

                                                             2024                                                        2023
 As reported                                                 Earnings  Weighted average number of shares  Per share      Earnings  Weighted average number of shares  Per share

                                                             £'000                                        Pence          £'000                                        Pence

 Profit for the year - attributable to owners of the parent

                                                             16,479                                                      15,970
 Shares in issue                                                       46,399,931                                                  46,351,723
 Shares owned by the Employee Benefit Trust

                                                                       (355,411)                                                   (439,447)
 Basic EPS                                                   16,479    46,044,520                         35.8           15,970    45,912,276                         34.8
 Dilutive share options outstanding

                                                             -         5,762                              -              -         26,112                             -
 Diluted EPS                                                 16,479    46,050,282                         35.8           15,970    45,938,388                         34.8

In addition to the above, the Group also calculates an EPS based on adjusted
profit as the Board believes this to be a better measure to judge the progress
of the Group, as discussed in note 1.

 

                                                             2024                                                        2023
 Adjusted                                                    Earnings  Weighted average number of shares  Per share      Earnings  Weighted average number of shares     Per share

                                                             £'000                                        Pence          £'000                                           Pence

 Profit for the year - attributable to owners of the parent

                                                             16,479                                                      15,970
 Adjusting items (note 1)                                    1,302                                                       1,127
 Adjusted profit -attributable to owners of the parent

                                                             17,781                                                      17,097
 Adjusted Basic EPS                                          17,781    46,044,520                         38.6           17,097    45,912,276                            37.2
 Adjusted Diluted EPS                                        17,781    46,050,282                         38.6           17,097    45,938,388                            37.2

4.         Dividends per share

                                                     2024                   2023
                                                     Per share              Per share
                                                     Pence      £'000       Pence      £'000

 Final dividend paid - in respect of prior year      4.0        1,842       3.8        1,745
 Interim dividend paid - in respect of current year  2.1        969         2.0        919
                                                     6.1        2,811       5.8        2,664

The Directors recommend the payment of a final dividend of 4.2 pence per share
(2023: 4.0 pence per share) to be paid on 4 June 2025 to shareholders on the
register on 2 May 2025; the ex-dividend date is 1 May 2025.  This makes a
total dividend for the year of 6.3 pence per share (2023: 6.0 pence per
share).

5.         Provisions

                                            Dilapidations      Warranty      Total
                                            £'000              £'000         £'000
 At 1 December 2023                         363                3,243         3,606
 Additional charge in the year              -                  742           742
 Utilisation of provision                   -                  (509)         (509)
 Release of provision                       (61)               (199)         (260)
 Unwinding of discount                      44                 -             44
 Exchange                                   -                  (21)          (21)
 At 30 November 2024                        346                3,256         3,602

Provisions arise from potential claims on major contracts, sale warranties,
and discounted dilapidations for leased property.  Matters that could affect
the timing, quantum and extent to which provisions are utilised or released,
include the impact of any remedial work, claims against outstanding
performance bonds, and the demonstrated life of the filtration equipment
installed.  The outflow of economic benefits in relation to warranty
provisions is expected to be within one year, whilst the outflow on
dilapidations is expected to be greater than one year.

 

                  2024                                 2023
 Analysis of total provisions      £'000                   £'000
 Current                           3,256                   3,243
 Non-current                          346                  363
 Net book value at 30 November     3,602                   3,606

6.         Contingent liabilities

At 30 November 2024, the Group had the following advanced payment and
performance bonds issued to customers in the ordinary course of business:

                                 US$'000      €'000
 Advanced payment bonds          -            4,603
 Performance bonds               696          435
 At 30 November 2024             696          5,038

 

                               US$'000    €'000
 Advanced payment bonds        -          2,514
 Performance bonds             -          499
 At 30 November 2023           -          3,013

The advanced payment and performance bonds are expected to expire no later
than July 2026 and February 2029 respectively.

7.         Contingent assets

The Group remains in negotiation with its insurers and FEMA in respect of
damage caused by Hurricane Helene to its operations in Hendersonville, North
Carolina.  At 30 November 2024, the Group considered that insurance proceeds
of £0.5 million were probable and intended to recognise these in the period
in which they became virtually certain.  Insurance proceeds of £0.5 million
were received after the balance sheet date and will be recognised in the year
ending 30 November 2025.  No insurance proceeds have been recognised in the
year-ended 30 November 2024.

8.         Cash generated from operations

                                                                                                                     2024       2023

                                                                                                                     £'000      £'000
 Operating profit                                                                                                    22,797     21,240
 Adjustments for:
 Fair value movement of derivatives through profit and loss                                                          283        (15)
 Share-based payments                                                                                                751        1,048
 Depreciation of property, plant and equipment and amortisation of intangibles                                       5,504      4,583
 Depreciation of right-of-use assets                                                                                 2,201      2,232
 Impairment of property, plant and equipment                                                                         16         38
 Loss/(gain) on disposal of assets                                                                                   184        (2)
 Operating cash flows before movement in working capital                                                             31,736     29,124
 Decrease/(increase) in inventories                                                                                  548        (430)
 (Increase)/decrease in trade and other receivables                                                                  (7,161)    973
 Increase/(decrease) in trade and other payables                                                                     2,876      (3,019)
 Decrease in provisions                                                                                              (27)       (392)
 Increase in working capital                                                                                         (3,764)    (2,868)
 Post-employment benefits                                                                                            (2,228)    (2,177)
 Cash generated from operations                                                                                      25,744     24,079

9.         Acquisitions

On 4 December 2023, the Group acquired 100% of the share capital of European
Filter Corporation NV ("EFC"), a filtration business based in Lummen,
Belgium.  EFC has expertise in the manufacture of mist elimination filters
used in the production of industrial feedstocks and well-established
industrial filtration sales channels in north east Europe.  EFC joins the
Group's Aerospace & Industrial division, bringing complementary products
and engineering as well as strengthening European routes to market.

The acquisition completed on a cash free, debt free basis and subject to an
agreed level of working capital.  Total cash consideration of £10.3 million
was paid in the year.  In the period since acquisition, EFC has contributed
£9.5 million of revenue (£9.3 million at constant currency), £1.6 million
of adjusted operating profit and £1.1 million of operating profit.

The following table sets out the consideration paid, together with the fair
value of assets acquired and liabilities assumed:

                                                    Total
                                                    £'000
 Cash consideration                                 10,294
 Fair value of net assets acquired (below)          (4,790)
 Goodwill                                           5,504

 

                                                                                            Fair value
                                                                                            £'000
 Property, plant and equipment (including right-of-use assets)                              1,914
 Trademark, customer order book and relationships (included within intangible               4,092
 assets)
 Inventories                                                                                943
 Trade and other receivables                                                                1,626
 Cash and cash equivalents                                                                  128
 Deferred tax liability                                                                     (816)
 Trade and other payables (including lease liabilities)                                     (3,097)
 Fair value of net assets acquired                                                          4,790

An independent valuation of the identifiable intangible assets has been
performed.  The fair value of acquired intangible assets comprises trademarks
of £0.6 million, a customer order book of £0.2 million and customer
relationships of £3.3 million.

The goodwill is attributable to non-contractual relationships, the synergies
between the business acquired and the operations of the Group, and the
potential to develop the business acquired.  None of these meet the criteria
for recognition of intangible assets separable from goodwill.  The goodwill
recognised is attributable to the Aerospace & Industrial division and is
not expected to be deductible for income tax purposes.

The fair value of trade and other receivables of £1.6 million includes net
trade receivables of £1.6 million, all of which is expected to be
collectible.

A summary of remaining deferred and contingent consideration on previous
acquisitions is as follows:

                         2024      2023
                         £'000     £'000
 At 1 December           161       945
 Deferred consideration  -         200
 Cash paid in year       (38)      (1,028)
 Unwind of discount      -         55
 Exchange                -         (11)
 At 30 November          123       161

 

                                  2024      2023
 Included within other payables:  £'000     £'000
 Current                          38        38
 Non-current                      85        123
 At 30 November                   123       161

10.        Basis of preparation

The results for the year ended 30 November 2024 have been prepared in
accordance with the Companies Act 2006 and UK-adopted International Accounting
Standards.  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 2024, 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 2023, upon which the Auditors reported without
qualification, have been delivered to the Registrar of Companies.

11.        Annual general meeting

The Company's Annual General Meeting will be held at 11.00 a.m. on Tuesday 15
April 2025 at the offices of Burson Buchanan, 107 Cheapside, London, EC2V 6DN.

12.        Responsibility statement

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

·      the financial statements, on which this announcement is based,
have been prepared in accordance with the Companies Act 2006 and UK-adopted
International Accounting Standards, 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 &
Accounts for the year ended 30 November 2023.  Since the publication of the
Annual Report for the year ended 30 November 2023, Sarah Vawda resigned from
the Board on 2 April 2024.  Sheena Mackay joined the Board on 28 October
2024.  Hooman Caman Javvi was appointed to the Board as Chief Executive
Officer designate.  Hooman joined the Group on 6 January 2025 and will assume
the role of Chief Executive Officer on the retirement of Ben Stocks, following
the Company's AGM on 15 April 2025.  A list of current Directors is
maintained on the Porvair plc website, www.porvair.com
(http://www.porvair.com) .  The Annual Report & Accounts for the year
ended 30 November 2024 will be made available in March 2025 on www.porvair.com
(http://www.porvair.com) .

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.   END  FR UPURCPUPAGRM

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