Picture of Porvair logo

PRV Porvair News Story

0.000.00%
gb flag iconLast trade - 00:00
IndustrialsAdventurousSmall CapHigh Flyer

REG - Porvair PLC - Results for the year ended 30 November 2021

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220131:nRSe0609Aa&default-theme=true

RNS Number : 0609A  Porvair PLC  31 January 2022

For immediate release
 
               31 January 2022

 

Results for the year ended 30 November 2021

 

Porvair plc ("Porvair" or "the Group"), the specialist filtration, laboratory
and environmental technology group, announces its results for the year ended
30 November 2021.

Highlights

·      Revenue 8% higher at £146.3 million (2020: £135.0 million), 12%
higher on a constant currency basis*.

·      Operating profit 25% higher at £15.8 million (2020: £12.6
million).

·      Adjusted operating profit* 17% higher at £15.9 million (2020:
£13.6 million).

·      Profit before tax 28% higher at £14.8 million (2020: £11.6
million).

·      Adjusted profit before tax* 17% higher at £14.8 million (2020:
£12.6 million).

·      Basic earnings per share were 26.0 pence (2020: 18.4 pence).

·      Adjusted basic earnings per share* were 25.2 pence (2020: 21.6
pence).

·      Net cash was £10.2 million (2020: £4.9 million) after investing
£7.2 million (2020: £4.2 million) in capital expenditure and acquisitions.

·      Recommended final dividend of 3.5 pence (2020: 3.3 pence)
bringing the full year dividend to 5.3 pence (2020: 5.0 pence).

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

"Laboratory demand increased strongly in 2021 and most other segments saw some
measure of recovery except aerospace, where activity levels remain well below
those of 2019.  However the spread of markets served by the Group generated a
positive overall performance, supported by the strong balance sheet and
long-term investment focus that are central to Porvair's strategy. The Group
remains well positioned to address global growth trends: tightening
environmental regulations; growth in analytical science; the need for clean
water; carbon-efficient transportation; the replacement of plastic and steel
by aluminium; and the drive for manufacturing process quality and
efficiency.

"At the start of 2022, while order books are flattered by extended lead times
through almost all supply chains, underlying orders are still better than they
were a year ago, notably in aerospace and laboratory. Consistent investment is
improving productivity and margins. In laboratory, covid-related demand may
settle to more regular levels as the pandemic recedes, but as it does so
aerospace activity should pick up. Porvair management teams are monitoring
near-term supply dislocations and inflationary pressures closely and provided
these challenges are navigated successfully the outlook for 2022 is
promising".

 

* See notes 1 and 3 for definitions and reconciliations.

 

For further information please contact:

 

 Porvair plc                              01553 765 500
 Ben Stocks, Chief Executive
 James Mills, Group Finance Director
                                          020 7466 5000

 Buchanan Communications
 Charles Ryland / Steph Whitmore

 

An analyst briefing will take place at 9:30 a.m. on Monday 31 January 2022,
please contact Buchanan if you wish to join.  An audiocast of the meeting and
the presentation will subsequently be made available at www.porvair.com
(http://www.porvair.com) .

Operating Review

Overview of 2021 and impact of covid-19

If 2020 was the year of the pandemic, 2021 was a year of after-shocks and
consequences. In January most of the Group's markets were still in some level
of lockdown, but a wave of industrial re-stocking gathered pace in the Spring.
Sharp order increases improved trading but brought supply dislocation and
inflationary pressures. Management's priority for the year was again staff
wellbeing and working with covid; continuing to invest for the longer term;
and adjusting operations to cope with vicissitudes of supply.

Aerospace activity remained well below 2019 levels through the year, but
laboratory demand increased strongly in 2021 and most other segments saw some
measure of recovery. Porvair remains well positioned to address global growth
trends: tightening environmental regulations; growth in analytical science;
the need for clean water; carbon-efficient transportation; the replacement of
plastic and steel by aluminium; and the drive for manufacturing process
quality and efficiency.

Porvair's unchanged strategic purpose is to develop specialist filtration,
laboratory and environmental technologies for the benefit of all stakeholders.
This statement, and the full Environmental, Social and Governance ('ESG')
report that accompanies it, set out how the Group has worked for its
customers, staff, shareholders, pensioners, and communities in 2021.

 

 

Financial Results

 

                                 2021       2020       Change
                                 £m         £m         %
 Revenue                         146.3      135.0      8
 Operating profit                15.8       12.6       25
 Adjusted operating profit*      15.9       13.6       17
 Adjusted profit before tax*     14.8       12.6       17
 Profit before tax               14.8       11.6       28
 Adjusted earnings per share*    25.2p      21.6p      17
 Earnings per share              26.0p      18.4p      41

 Cash generated from operations  18.6       13.2
 Net cash at 30 November         10.2       4.9

* see note 1 and note 3

Reported revenue increased by 8%. At constant currencies, revenue increased by
12%. Profit before tax increased 28%. Adjusted profit before tax increased by
17% as did adjusted earnings per share.

The Group invested £7.2 million (2020: £4.2 million) in acquisitions and
capital expenditure in 2021.

The Group's record for growth, cash generation and investment is as follows:

                                                     5 years      10 years  15 years
                                                     CAGR*        CAGR*     CAGR*
 Revenue growth                                      6%           8%        8%
 Earnings per share growth                           9%           14%       11%
 Adjusted earnings per share growth                  8%           13%       11%

                                                     £m           £m        £m
 Cash from operations                                76.2         138.4     170.7
 Investment in acquisitions and capital expenditure  50.3         78.1      93.1

* Compound annual growth rate

Porvair's strategy and purpose has remained consistent for 17 years, a period
that now encompasses two recessions, a pandemic, and many years of growth.
This longer-term record gives the Board confidence in the Group's capabilities
and is the basis for longer term capital allocation and planning decisions.

Strategic statement and business model

Porvair's strategic purpose is to develop specialist filtration, laboratory
and environmental technology businesses for the benefits of all stakeholders.
Principal measures of success include consistent earnings growth over the
medium term and selected ESG measures as set out in the full ESG report.

Porvair 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 and must perform to a given specification.

Orders are won by offering the best technical solutions at an acceptable
commercial 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:

1.   Focus on markets with long term growth potential.

2.   Look for applications where product use is mandated and replacement
demand is 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: Aerospace & Industrial;
Laboratory; and Metal Melt Quality. All have clear long term growth drivers.

·      Our products typically reduce emissions or protect 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: 47% of revenue was in the Americas; 20% in Asia; 22% in
Continental Europe; 10% 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,
49% of revenue was manufactured in the US, 29% in the UK, 18% in Continental
Europe and 4% 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.

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 for 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 process 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 with this statement, setting out:

·      Porvair's ESG management framework and goals;

·      How a net zero carbon future might affect markets served by the
Group;

·      ESG metrics and results; and

·      How the Group has acted for the benefit of its stakeholders in
2021.

 

 

Aerospace & Industrial

 

                             2021      2020      Change
                             £m        £m        %
 Revenue                     55.8      62.0      (10)

 Operating profit            3.9       8.0       (51)
 Adjusted operating profit*  4.4       6.3       (30)

* see note 2

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; and quality accreditations.

Revenue was 10% lower in 2021 due to falls in aerospace and gasification
activity, partially offset by growth in microelectronics and petrochemical
filtration. Aerospace revenue fell for a second year, down 4% in 2021 (2020:
down 25%), broadly in line with wider industry metrics. As expected, there was
no gasification revenue in 2021 (2020: £7 million).  In other industrial
segments activity recovered through the year, with re-stocking lifting orders.
 Microelectronics was particularly strong, with revenues benefitting from
newly developed and patented products introduced at the start of the year.
Demand in European industrial and petrochemical markets was steady.  Royal
Dahlman traded well in the year, it has been fully integrated into the Group
and achieved synergies with other parts of the division.

 

The aerospace outlook for 2022 is better. Aerospace orders started to improve
in the second half of 2021 and shipping schedules in early 2022 are stronger.

 

Lower gasification and aerospace revenue suppressed operating margins in the
plants directly affected, causing adjusted operating profits in the division
to fall to £4.4 million (2020: £6.3 million).  Margins were to some extent
protected by restructuring actions carried out in 2020.  Cash generation in
the division was good as inventories fell in line with levels of activity.
Capital investment was directed at productivity and capacity enhancements
which should start benefiting performance in 2022.

 

Laboratory

                             2021      2020      Change
                             £m        £m        %
 Revenue                     53.2      40.1      33

 Operating profit            9.6       7.0       37
 Adjusted operating profit*  9.6       6.7       43

* see note 2

The Laboratory division has two operating businesses: Porvair Sciences
(including JG Finneran and Kbiosystems ("Kbio")) and Seal Analytical.

·      Porvair Sciences manufactures laboratory filters, small
instruments and associated consumables.  Differentiation is achieved through
proprietary manufacturing capabilities and filtration media.

·      Seal Analytical is a leading supplier of instruments and
consumables for environmental laboratories for which demand is driven by water
quality regulations.  Differentiation is achieved through consistent new
product development.

Revenue grew 33% in 2021. Like for like revenue growth (at constant currency
and excluding acquisitions) was 24%, driven in part by demand for a range of
products used in covid testing and analysis. Capital investment in the year
focused on increasing the capacity and improving the quality of these
components. Although we expect some softening of covid-related demand as the
pandemic recedes, we have gained market share in this category over the last
two years.

Beyond covid, Laboratory demand has been robust for much of 2021, with global
expansion of diagnostic, analytic and environmental labs. The division has
been further helped in the US by expanding routes to market through JG
Finneran and by prior year investments in new manufacturing lines across the
division. Increased demand also brought challenges around supply dislocation,
inflation and staff shortages, all of which require close attention as we move
into 2022.

Kbio, acquired in February 2021, makes equipment used in microplate assays for
analytical laboratories, products that fit well with Porvair Sciences'
microplate business and through JG Finneran's US routes to market. It has
started strongly with the Group, and prospects for 2022, particularly through
US channels, are promising.

Seal Analytical had a record year. Like for like revenue grew 15% with demand
better in all main markets.  Seal has a strong recent track record of
introducing new and differentiated products. Those launched in 2021 offer
faster throughput, lower detection limits and better energy efficiency and
will start to generate revenues in 2022.

 

Metal Melt Quality

                             2021      2020       Change
                             £m        £m         %
 Revenue                     37.4      32.9       14

 Operating profit/(loss)     5.7       (0.2)      -
 Adjusted operating profit*  5.1       2.8        82

* see note 2

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 a promising new product pipeline.

Revenue rose 14% in 2021, back to 2019 levels despite aerospace-related
activity in this division remaining 23% below 2019. Aluminium filtration was
up 33%, driven by industrial re-stocking and growing demand for aluminium from
carbon-efficient transport and the move away from plastic packaging. Iron
foundry sales also recovered (to 6% below 2019 levels, up 28% in 2021) with US
auto production curtailments balanced by US supply chain re-shoring.

Adjusted operating profit margins were 13.6% (2020: 8.5%), with more
profitable trading in China; consistent operating efficiencies; and the
benefits of 2020 cost reductions all contributing. Inflationary and supply
dislocation challenges were successfully navigated. Adjusted operating profit
of £5.1 million is a record. As outlined at the half year, the Board does not
expect margins in this division to remain at such levels once sales and
marketing costs return to more normal levels post-pandemic, but nonetheless
expects that underlying margins are sustainable at higher than the ten year
average for this division.

Dividends

The Board re-affirms its progressive dividend policy and recommends a final
dividend of 3.5 pence per share, a cost of £1.6 million (2020: 3.3 pence per
share, a cost of £1.5 million).  The full year dividend increases by 6% to
5.3 pence per share, a cost of £2.4 million (2020: 5.0 pence per share, a
cost of £2.3 million).  The Company had £27.8 million (2020: £17.9
million) of distributable reserves at 30 November 2021.

Staff

While perhaps less disrupted than 2020, 2021 was another challenging year and
the Board is pleased to recognise and applaud the response of our staff to the
many difficulties they have faced. Porvair believes in devolving management
autonomy as far as possible, and our management teams do their best to monitor
and promote staff wellbeing. In many respects, of our various stakeholders, it
is our staff that are the most crucial.  The Board takes employee engagement
seriously and, as set out in the ESG report, has a system in place to make
sure it hears and responds to all staff comments. The Board is very grateful
for the hard work, enthusiasm and dedication of all our staff.

Current trading and outlook

Laboratory demand increased strongly in 2021 and most other segments saw some
measure of recovery except aerospace, where activity levels remain well below
those of 2019.  However the spread of markets served by the Group generated a
positive overall performance, supported by the strong balance sheet and
long-term investment focus that are central to Porvair's strategy. The Group
remains well positioned to address global growth trends: tightening
environmental regulations; growth in analytical science; the need for clean
water; carbon-efficient transportation; the replacement of plastic and steel
by aluminium; and the drive for manufacturing process quality and
efficiency.

At the start of 2022, while order books are flattered by extended lead times
through almost all supply chains, underlying orders are still better than they
were a year ago, notably in aerospace and laboratory. Consistent investment is
improving productivity and margins. In Laboratory, covid-related demand may
settle to more regular levels as the pandemic recedes, but as it does so
aerospace activity should pick up. Porvair management teams are monitoring
near-term supply dislocations and inflationary pressures closely and provided
these challenges are navigated successfully the outlook for 2022 is promising.

 

Ben Stocks

Group Chief Executive

28 January 2022

 

 

 

 

Financial review

 

Group results
                    2021       2020       Change
                    £m         £m         %
 Revenue            146.3      135.0      8
 Operating profit   15.8       12.6       25
 Profit before tax  14.8       11.6       28
 Profit after tax   11.9       8.4        42

 

Revenue was 8% higher on a reported currency basis and 12% higher at constant
currency (see note 1).  Kbio contributed £5.4 million of revenue (see note
6).  Operating profit was £15.8 million (2020: £12.6 million) and profit
before tax was £14.8 million (2020: £11.6 million).  Profit after tax was
£11.9 million (2020: £8.4 million).

Alternative performance measures - profit

                             2021      2020      Change
                             £m        £m        %
 Adjusted operating profit   15.9      13.6      17
 Adjusted profit before tax  14.8      12.6      17
 Adjusted profit after tax   11.6      9.9       17

 

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 considered significant and where treatment as an adjusted item provides a
more consistent assessment of the Group's trading.  Adjusted operating profit
excludes £0.1 million (2020: £1.0 million) of net charges from operating
profit.  Adjusted items include £0.7 million (2020: £0.6 million) for the
amortisation of acquired intangible assets, £0.5 million (2020: £4.9
million) for impairment of assets and restructuring costs; and a £1.3 million
credit (2020: £nil) relating to the forgiveness of a loan received in the
prior year under the Paycheck Protection Program (PPP).  Further details of
these adjustments are set out in note 1.

 

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:

                                                  2021            2020
 Average rate for translating the results:
 US $ denominated operations                      $1.37:£         $1.28:£
 Euro denominated operations                      €1.16:£         €1.13:£

 Closing rate for translating the balance sheet:
 US $ denominated operations                      $1.32:£         $1.34:£
 Euro denominated operations                      €1.18:£         €1.12:£

 

The movement in average rates used for translating US dollar and Euro results
into Sterling has resulted in a £4.5 million adverse revenue variance between
reported and constant currency.

In the year, the Group sold $16.5 million (2020: $28.1 million) at a net rate
of $1.36:£1 (2020: $1.30:£1) and €10.5 million (2020: €3.5 million) at a
net rate of €1.14:£1 (2020: €1.15:£1).

At 30 November 2021, the Group had $1.0 million and €0.3 million (2020: $1.3
million) of outstanding forward foreign exchange contracts; hedge accounting
has not been applied to these contracts.

Finance costs

Net interest payable comprises bank borrowing costs, interest on lease
liabilities, interest on the Group's pension deficit and the cost of unwinding
discounts on provisions and other payables.  Interest increased in the year
to £1.1 million (2020: £1.0 million).  Interest cover was 15 times (2020:
14 times).  Interest cover on bank finance costs was 51 times (2020: 49
times).

Tax

The Group tax charge was £2.8 million (2020: £3.1 million).  Tax on
adjusting items was a credit of £0.4 million (2020: charge £0.5 million) and
tax on adjusted profit before tax was £3.2 million (2020 £2.6 million).

Eligible costs in the prior year associated with the US PPP loan were
previously treated as disallowed for tax; however it has since been
established that these costs are allowable in 2021.  Furthermore, the PPP
income, arising on the forgiveness of the loan, in the current year does not
attract US tax.  These items combined contribute to the tax credit on net
adjusting items.

The effective rate of tax on adjusted profit is 22% (2020: 21%).  The
increase in the year reflects the impact on deferred tax of the increase in
the UK rate from 19% to 25% from 1 April 2023 (impact £0.1 million).  The
Group effective tax rate is also impacted by overseas profits, which currently
attract tax rates higher than the 19% in the UK.

The total tax charge comprises current tax of £2.7 million (2020: £2.3
million) and a deferred tax charge of £0.1 million (2020: £0.8 million).

The Group has current tax provisions of £0.9 million (2020: £0.2 million).
The current tax provision includes £1.1 million (2020: £1.0 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 £1.8 million (2020: £2.6 million)
and a deferred tax liability of £2.4 million (2020: £2.8 million).  The
deferred tax asset relates principally to the deficit on the pension fund and
share-based payments.  The deferred tax liability relates to accelerated
capital allowances, capitalised development costs and other timing
differences, predominantly in the US, and on acquired intangible assets
arising on consolidation.

Total equity and distributable reserves

Total equity at 30 November 2021 was £108.9 million (2020: £98.2 million),
an increase of 11% over the prior year.

The net increase in total equity includes profit after tax of £11.9 million
(2020: £8.4 million), together with a £1.4 million actuarial gain (2020:
loss £2.0 million).

The Company had £27.8 million (2020: £17.9 million) of distributable
reserves at 30 November 2021.  The Company's distributable reserves increased
in the year from dividends received from other Group companies, together with
an actuarial gain, offset by head office costs and dividends paid to
shareholders.

 

 

 

Cash flow

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

 Cash flow                                    2021        2020
                                              £m          £m
 Operating cash flow before working capital   19.4        19.5
 Working capital movement                     (0.8)       (6.3)
 Cash generated from operating activities     18.6        13.2
 Interest                                     (0.3)       (0.3)
 Tax                                          (2.2)       (2.5)
 Capital expenditure net of disposals         (3.2)       (3.6)
                                              12.9        6.8
 Acquisitions                                 (4.0)       (0.6)
 Dividends                                    (2.3)       (2.3)
 Share issue proceeds                         0.1         0.4
 Purchase of EBT shares                       (0.7)       (0.7)
 (Decrease)/increase in bank borrowings       (3.7)       1.5
 Repayment of right-of-use lease liabilities  (2.3)       (2.3)
 Net cash increase in the year                -           2.8

 Net debt reconciliation                      2021        2020
                                              £m          £m
 Net debt at 1 December                       (8.7)       (11.2)
 Decrease/(increase) in borrowings            3.7         (1.5)
 Paycheck Protection Program forgiven         1.4         -
 Increase in cash and cash equivalents        -           2.8
 Decrease in lease liabilities                1.1         1.8
 Exchange gains/(losses)                      0.5         (0.6)
 Net debt at 30 November                      (2.0)       (8.7)
 Net cash and bank debt                       10.2        4.9
 Lease liabilities                            (12.2)      (13.6)
 Net debt at 30 November                      (2.0)       (8.7)

 

Generating free cash flow is key to the Group's business model and operating
cash flow of £18.6 million (2020: £13.2 million) represented a 94% (2020:
80%) conversion rate of operating profit before depreciation and
amortisation.  Net working capital increased by £0.8 million (2020: £6.3
million).  Receivables decreased by £0.2 million (2020: decrease £4.1
million), despite the revenue growth, with strong collections throughout the
year.  Inventories increased by £0.5 million (2020: £0.3 million), as
certain businesses were required to manage the impact of supply chain
disruption.  Payables and provisions reduced by £0.5 million (2020: decrease
of £10.1 million), despite increased trading activity in the year.

 

 

Provisions and contingent liabilities

The Group has £4.7 million (2020: £4.6 million) of provisions for
dilapidations and warranty risks. £1.0 million of warranty provisions have
been created in relation to sales made in the year.  £0.9 million of
warranty provisions have been released in the year, following the latest
estimate of the expected costs to be incurred.

At 30 November 2021, the Group had the following advanced payment bonds
(relating to monies received in advance on contracts) and performance bonds
issued to customers in US dollars and Euros:

 

                                 $m       €m
 Advanced payment bonds          -        0.3
 Performance bonds               2.5      0.8
 At 30 November 2021             2.5      1.1

                                 $m       €m
 Advanced payment bonds          -        0.2
 Performance bonds               2.5      0.8
 At 30 November 2020             2.5      1.0

 

The uncalled performance bonds, which are classified as contingent
liabilities, are expected to be called or released no later than December
2024.

Capital expenditure

Capital expenditure on property, plant and equipment was £3.2 million in the
year (2020: £3.6 million), as the Group continued to invest in capital
projects within each of the three divisions.

Acquisitions

On 25 February 2021, the Group purchased 100% of the share capital of
Kbiosystems Limited ("Kbio") (see note 6).  Consideration paid in the year
was £4.0 million (net of cash acquired).  A further £2.0 million of
consideration is contingent on Kbio meeting profit targets for the years
ending 31 March 2022 and 2023.

Pension schemes

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

The Group's net retirement benefit obligation measured in accordance with IAS
19 Employee Benefits was £12.6 million (2020: £15.4 million).  The Plan's
liabilities increased to £49.6 million (2020: £48.6 million).  The Plan's
assets increased to £37.0 million (2020: £33.4 million).  An actuarial gain
in the year of £1.4 million (2020: loss £2.0 million) was recognised within
the statement of comprehensive income.

The Group's cash contributions paid to The Plan were £2.3 million (2020:
£2.2 million), which included deficit recovery payments of £1.6 million
(2020: £1.6 million).

The triennial actuarial valuation of The Plan determines the cash
contributions that the Group makes to The Plan.  The next full actuarial
valuation will be based on The Plan's position at 31 March 2021 and is
expected to be completed before 30 June 2022.

Borrowings and bank finance

At 30 November 2021, the Group had cash balances of £15.4 million (2020:
£15.6 million) and borrowings of £5.2 million (2020: £10.7 million); with
net cash (excluding lease liabilities) being £10.2 million (2020: £4.9
million).

On 18 May 2021, the Group agreed a €28 million (£24 million) four year
secured revolving credit facility, with an option to extend by one year, plus
a €17 million (£14 million) accordion facility, with Barclays Bank plc and
Citibank N.A., London Branch.  The financial covenants require the Group to
maintain interest cover of 3.5 times and net debt to be less than 2.5 times
EBITDA.  The Group also has a £2.5 million overdraft facility provided by
Barclays Bank plc.

At 30 November 2021, the Group had €21.5 million/£18.3 million (2020:
€12.6 million/£11.3 million) of unused credit facilities and an unutilised
£2.5 million (2020: £2.5 million) overdraft facility.

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

28 January 2022

 

 

Consolidated income statement

For the year ended 30 November

                                                    Note  2021          2020
 Continuing operations                                    £'000         £'000

 Revenue                                            1,2   146,310       135,011
 Cost of sales                                            (99,353)      (91,469)
 Gross profit                                             46,957        43,542
 Distribution costs                                       (2,391)       (2,373)
 Administrative expenses                                  (28,724)      (28,612)
 Adjusted operating profit                          1,2   15,885        13,571
 Adjustments:
 Amortisation of acquired intangible assets         1     (740)         (611)
 Other acquisition-related adjustments              1     (98)          442
 Settlement of project-related warranties           1     -             4,005
 Impairment of assets and restructuring costs       1     (542)         (4,850)
 Paycheck Protection Program                        1     1,337         -
 Operating profit                                   1,2   15,842        12,557
 Finance income                                           2             1
 Finance costs                                            (1,086)       (1,001)
 Profit before income tax                           1,2   14,758        11,557
 Adjusted income tax expense                              (3,210)       (2,642)
 Adjustments:
 Tax effect of adjustments to operating profit      1     396           (472)
 Income tax expense                                       (2,814)       (3,114)
 Profit for the year                                      11,944        8,443

 Earnings per share (basic)                         3     26.0p         18.4p
 Adjusted earnings per share (basic)                3     25.2p         21.6p

 Earnings per share (diluted)                       3     26.0p         18.4p
 Adjusted earnings per share (diluted)              3     25.2p         21.6p

 

 

Consolidated statement of comprehensive income

For the year ended 30 November

                                                                                    2021         2020

                                                                                    £'000        £'000

 Profit for the year                                                                11,944       8,443
 Other comprehensive income
 Items that will not be reclassified to profit and loss
 Actuarial gain/(loss) in defined benefit pension plans net of tax                  1,600        (1,334)
 Items that may be subsequently reclassified to profit and loss
 Exchange gains/(losses) on translation of foreign subsidiaries                     12           (1,713)
 Changes in fair value of foreign exchange contracts held as a cash flow hedge

                                                                                    -            (35)
                                                                                    12           (1,748)
 Other comprehensive income/(expense) for the year                                  1,612        (3,082)
 Total comprehensive income for the year attributable to the owners of Porvair
 plc

                                                                                    13,556       5,361

 

 

 

Consolidated balance sheet

As at 30 November

                                              Note      2021          2020

                                                        £'000         £'000
 Non-current assets
 Property, plant and equipment                          21,235        20,716
 Right-of-use assets                                    11,014        12,762
 Goodwill and other intangible assets         5         74,103        70,039
 Deferred tax asset                                     1,821         2,614
                                                        108,173       106,131
 Current assets
 Inventories                                            24,650        23,355
 Trade and other receivables                            21,344        20,674
 Derivative financial instruments                       -             23
 Cash and cash equivalents                              15,442        15,563
                                                        61,436        59,615

 Current liabilities
 Trade and other payables                               (21,702)      (20,197)
 Current tax liabilities                                (853)         (192)
 Borrowings                                             -             (1,379)
 Lease liabilities                                      (2,207)       (2,007)
 Derivative financial instruments                       (20)          -
 Provisions                                   7         (4,372)       (4,365)
                                                        (29,154)      (28,140)
 Net current assets                                     32,282        31,475

 Non-current liabilities
 Borrowings                                             (5,217)       (9,303)
 Deferred tax liability                                 (2,425)       (2,839)
 Retirement benefit obligations                         (12,602)      (15,395)
 Other payables                                         (945)         -
 Lease liabilities                                      (10,024)      (11,609)
 Provisions                                   7         (296)         (268)
                                                        (31,509)      (39,414)
 Net assets                                             108,946       98,192

 Capital and reserves
 Share capital                                          924           923
 Share premium account                                  37,078        36,927
 Cumulative translation reserve                         7,657         7,645
 Retained earnings                                      63,287        52,697
 Equity attributable to owners of the parent            108,946       98,192
 Total equity                                           108,946       98,192

 

 

Consolidated cash flow statement

For the year ended 30 November

                                                      Note      2021         2020

                                                                £'000        £'000
 Cash flows from operating activities
 Cash generated from operations                       9         18,624       13,220
 Interest paid                                                  (307)        (347)
 Tax paid                                                       (2,215)      (2,551)
 Net cash generated from operating activities                   16,102       10,322

 Cash flows from investing activities
 Interest received                                              2            1
 Acquisition of subsidiaries (net of cash acquired)   6         (3,968)      (588)
 Purchase of property, plant and equipment                      (3,182)      (3,458)
 Purchase of intangible assets                        5         (47)         (166)
 Proceeds from sale of property, plant and equipment            9            -
 Net cash used in investing activities                          (7,186)      (4,211)

 Cash flows from financing activities
 Proceeds from issue of ordinary shares                         152          425
 Purchase of EBT shares                                         (716)        (726)
 Receipt of Payment Protection Plan loan                        -            1,507
 Repayment of revolving credit facility borrowings              (3,687)      -
 Dividends paid to shareholders                       4         (2,345)      (2,253)
 Repayments of lease liabilities                                (2,292)      (2,297)
 Net cash used in financing activities                          (8,888)      (3,344)

 Net increase in cash and cash equivalents                      28           2,767
 Exchange losses on cash and cash equivalents                   (149)        (93)
                                                                (121)        2,674
 Cash and cash equivalents at 1 December                        15,563       12,889
 Cash and cash equivalents at 30 November                       15,442       15,563

 

Reconciliation of net cash flow to movement in net debt

                                                2021         2020

                                                £'000        £'000

 Net debt at 1 December                         (8,735)      (11,204)
 Decrease/(increase) in borrowings              3,687        (1,507)
 Paycheck Protection Plan loan waiver           1,337        -
 Net increase in cash and cash equivalents      28           2,767
 Decrease in lease liabilities                  1,147        1,778
 Effects of exchange rate changes               530          (569)
 Net debt at 30 November                        (2,006)      (8,735)

 

 Net cash and bank debt       10,225        4,881
 Lease liabilities            (12,231)      (13,616)
 Net debt at 30 November      (2,006)       (8,735)

 

 

 Consolidated statement of changes in equity

                                                                                Share             Cumulative

                                                                Share capital   premium account   translation   reserve     Retained earnings

                                                                £'000           £'000             £'000                     £'000               Total

                                                                                                                                                £'000
 Balance at 30 November 2019                                    921             36,504            9,358                     48,552              95,335
 Profit for the year                                            -               -                 -                         8,443               8,443
 Other comprehensive expense                                    -               -                 (1,713)                   (1,369)             (3,082)
 Total comprehensive income for the year

                                                                -               -                 (1,713)                   7,074               5,361
 Consideration paid for purchase of own shares (held in trust)

                                                                -               -                 -                         (726)               (726)
 Employee share option schemes:
 - value of employee services net of tax                        -               -                 -                         50                  50
 Proceeds from shares issued                                    2               423               -                         -                   425
 Dividends paid (note 4)                                        -               -                 -                         (2,253)             (2,253)
 Total transactions with owners recognised directly in equity

                                                                2               423               -                         (2,929)             (2,504)
 Balance at 30 November 2020                                    923             36,927            7,645                     52,697              98,192
 Profit for the year                                            -               -                 -                         11,944              11,944
 Other comprehensive income                                     -               -                 12                        1,600               1,612
 Total comprehensive income for the year

                                                                -               -                 12                        13,544              13,556
 Consideration paid for purchase of own shares (held in trust)

                                                                -               -                 -                         (716)               (716)
 Employee share option schemes:
 - value of employee services net of tax                        -               -                 -                         107                 107
 Proceeds from shares issued                                    1               151               -                         -                   152
 Dividends paid (note 4)                                        -               -                 -                         (2,345)             (2,345)
 Total transactions with owners recognised directly in equity

                                                                1               151               -                         (2,954)             (2,802)
 Balance at 30 November 2021                                    924             37,078            7,657                     63,287              108,946

 

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

                                   2021         2020         Growth
 Aerospace & Industrial            £'000        £'000        %
 Revenue at constant currency      54,888       59,787       (8)
 Exchange                          888          2,193
 Revenue as reported               55,776       61,980       (10)

 Laboratory
 Underlying revenue                46,863       37,829       24
 Acquisitions                      5,428        -
 Revenue at constant currency      52,291       37,829       38
 Exchange                          885          2,298
 Revenue as reported               53,176       40,127       33

 Metal Melt Quality
 Revenue at constant currency      36,225       30,020       21
 Exchange                          1,133        2,884
 Revenue as reported               37,358       32,904       14

 Group
 Underlying revenue                137,976      127,636      8
 Acquisitions                      5,428        -
 Revenue at constant currency      143,404      127,636      12
 Exchange                          2,906        7,375
 Revenue as reported               146,310      135,011      8

 

Revenue at constant currency is derived from translating overseas subsidiaries
results at budgeted fixed exchange rates.  In 2021 and 2020 the rates used
were $1.4:£1 and €1.2:£1, compared with reported rates of $1.37:£1 (2020:
$1.28:£1) and €1.16:£1 (2020: €1.13:£1).

 

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

 

The acquisition line relates to the revenue in relation to the acquisition of
Kbio, which was acquired in February 2021.

 

 

 

Alternative profit measures

 

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

 

                                         2021                                                2020
                       Adjusted          Adjustments     Reported                  Adjusted  Adjustments      Reported

                       £'000             £'000           £'000                     £'000     £'000            £'000
 Operating profit                 15,885         (43)    15,842              13,571          (1,014)  12,557
 Finance income                   2              -       2                   1               -        1
 Finance costs                    (1,086)        -       (1,086)             (1,001)         -        (1,001)
 Profit before income tax         14,801         (43)    14,758              12,571          (1,014)  11,557
 Income tax expense               (3,210)        396     (2,814)             (2,642)         (472)    (3,114)
 Profit for the year              11,591         353     11,944              9,929           (1,486)  8,443

 

An analysis of adjusting items is given below:

                                                2021        2020
 Affecting operating profit                     £'000       £'000

 Amortisation of acquired intangible assets     (740)       (611)
 Other acquisition-related adjustments          (98)        442
 Settlement of project-related warranties       -           4,005
 Impairment of assets and restructuring costs   (542)       (4,850)
 Paycheck Protection Program                    1,337       -
                                                (43)        (1,014)

 Affecting tax
 Tax effect of adjustments to operating profit  396         (472)
 Total adjusting items                          353         (1,486)

 

Adjusted operating profit and adjusted profit before tax exclude:

 * The amortisation of intangible assets arising on acquisition of businesses of
£0.7 million (2020: £0.6 million);

 * Other acquisition-related costs of £0.1 million (2020: £0.4 million credit)
in relation to the acquisition of Kbio;

 * Provision releases of £nil million (2020: £5.1 million) arising from the
settlement of outstanding warranty issues and the cancellation of performance
bonds related to the large gasification projects.  Related to the release in
the prior year, the Group wrote-off a £1.1 million receivable due;

 * Covid-19 related impairment of assets and restructuring costs of £0.5
million, principally within the Aerospace & Industrial division. The prior
year consisted of a £2.3 million charge in relation to the Metal Melt Quality
operations in China, together with other covid-related restructuring and plant
reconfigurations across the Group; and

 * A credit of £1.3 million (2020: £nil) relating to the monies received in the
prior year from the Truist Bank under the Paycheck Protection Program
(“PPP”).  The PPP loan was forgivable provided the proceeds were used for
eligible purposes, including maintaining payroll levels. US operations used
this money to keep jobs open and active through the 2020 downturn and the
eligible costs associated were recognised in 2020. However, formal forgiveness
of the loan was not received until 2021, leading to a timing difference
between the costs incurred and recognised in 2020; and the income recognised
in 2021.

A tax charge or credit has been calculated on each adjusting credit or charge
using the Group tax rate prevailing in each of the local territories where it
arises. Eligible costs in the prior year associated with the US PPP loan were
previously treated as disallowed for tax; however it has since been
established that these costs are allowable in 2021.  Furthermore, the PPP
income, arising on the forgiveness of the loan, in the current year does not
attract US tax.  These items combined contribute to the 2021 tax credit on
net adjusting items.

 

 

Return on capital employed

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

·      Return on capital employed of 13% (2020: 12%) 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 net cash position; and

·      Return on operating capital employed of 31% (2020: 29%) 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 pension deficit 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.  Management have determined the
operating segments based on this reporting.

 

As at 30 November 2021, 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 super-alloys 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 2021 are as follows:

 

 

 2021                                           Aerospace & Industrial                           Metal Melt Quality

                                                                                Laboratory                               Central       Group
                                                £'000                           £'000            £'000                   £'000         £'000
 Total segment revenue                          55,918                          54,965           37,358                  -             148,241
 Inter-segment revenue                          (142)                           (1,789)          -                       -             (1,931)
 Revenue                                        55,776                          53,176           37,358                  -             146,310

 Adjusted operating profit/(loss)               4,399                           9,649            5,074                   (3,237)       15,885
 Adjustments:
 Amortisation of acquired intangible assets

                                                (396)                           (344)            -                       -             (740)
 Other acquisition-related adjustments

                                                -                               -                -                       (98)          (98)
 Impairment of assets and restructuring costs

                                                (542)                           -                -                       -             (542)
 Paycheck Protection Program

                                                407                             295              635                     -             1,337
 Operating profit/(loss)                        3,868                           9,600            5,709                   (3,335)       15,842
 Net finance costs                              -                               -                -                       (1,084)       (1,084)
 Profit/(loss) before income tax

                                                3,868                           9,600            5,709                   (4,419)       14,758
 Adjusted income tax expense

                                                -                               -                -                       (3,210)       (3,210)
 Tax effect of adjustments to operating profit

                                                -                               -                -                       396           396
 Income tax expense                             -                               -                -                       (2,814)       (2,814)
 Profit/(loss) for the year                     3,868                           9,600            5,709                   (7,233)       11,944

 

 

 

 

 

 

 

 2020                                           Aerospace & Industrial                           Metal Melt Quality

                                                                                Laboratory                               Central       Group
                                                £'000                           £'000            £'000                   £'000         £'000
 Total segment revenue                          61,990                          42,012           32,904                  -             136,906
 Inter-segment revenue                          (10)                            (1,885)          -                       -             (1,895)
 Revenue                                        61,980                          40,127           32,904                  -             135,011

 Adjusted operating profit/(loss)

                                                6,279                           6,718            2,803                   (2,229)       13,571
 Adjustments:
 Amortisation of acquired intangible assets

                                                (467)                           (144)            -                       -             (611)
 Other acquisition-related adjustments

                                                -                               442              -                       -             442
 Settlement of project- related warranties

                                                4,005                           -                -                       -             4,005
 Impairment of assets and restructuring costs

                                                (1,833)                         (55)             (2,962)                 -             (4,850)
 Operating profit/(loss)                        7,984                           6,961            (159)                   (2,229)       12,557
 Net finance costs                              -                               -                -                       (1,000)       (1,000)
 Profit/(loss) before income tax

                                                7,984                           6,961            (159)                   (3,229)       11,557
 Adjusted income tax expense

                                                -                               -                -                       (2,642)       (2,642)
 Tax effect of adjustments to operating profit

                                                -                               -                -                       (472)         (472)
 Income tax expense                             -                               -                -                       (3,114)       (3,114)
 Profit/(loss) for the year                     7,984                           6,961            (159)                   (6,343)       8,443

 

 

 

The segment assets and liabilities at 30 November 2021 are as follows:

 

 30 November 2021                Aerospace & Industrial                           Metal Melt Quality

                                                                 Laboratory                               Central        Group
                                 £'000                           £'000            £'000                   £'000          £'000
 Segmental assets                70,038                          51,720           30,087                  2,322          154,167
 Cash and cash equivalents

                                 -                               -                -                       15,442         15,442
 Total assets                    70,038                          51,720           30,087                  17,764         169,609

 Segmental liabilities           (19,242)                        (12,675)         (5,747)                 (5,180)        (42,844)
 Retirement benefit obligations

                                 -                               -                -                       (12,602)       (12,602)
 Borrowings                      -                               -                -                       (5,217)        (5,217)
 Total liabilities               (19,242)                        (12,675)         (5,747)                 (22,999)       (60,663)

 

The segment assets and liabilities at 30 November 2020 are as follows:

 

 

 30 November 2020                Aerospace & Industrial                           Metal Melt Quality

                                                                 Laboratory                               Central        Group
                                 £'000                           £'000            £'000                   £'000          £'000
 Segmental assets                73,459                          42,926           30,860                  2,938          150,183
 Cash and cash equivalents

                                 -                               -                -                       15,563         15,563
 Total assets                    73,459                          42,926           30,860                  18,501         165,746

 Segmental liabilities           (22,013)                        (11,875)         (5,548)                 (2,041)        (41,477)
 Retirement benefit obligations

                                 -                               -                -                       (15,395)       (15,395)
 Borrowings                      -                               -                -                       (10,682)       (10,682)
 Total liabilities               (22,013)                        (11,875)         (5,548)                 (28,118)       (67,554)

 

Geographical analysis

                           2021                                    2020
                           By destination      By origin      By destination         By origin

                           £'000               £'000          £'000                  £'000
 Revenue
 United Kingdom            14,886              42,652         13,990                 41,343
 Continental Europe        31,534              25,873         24,136                 23,118
 United States of America  64,673              71,695         54,121                 63,811
 Other NAFTA               2,647               -              5,296                  -
 South America             2,642               -              1,883                  -
 Asia                      28,688              6,090          34,562                 6,739
 Africa                    1,240               -              1,023                  -
                           146,310             146,310        135,011                135,011

 

 

 

3.             Earnings per share

                                                                2021                                                               2020
 Total                                                                   Weighted average number of shares                                  Weighted average number of shares

                                                                                                            Per share amount                                                   Per share amount

                                                                                                            (pence)                                                            (pence)

                                                                £'000                                                              £'000
 Profit for the year - attributable to ordinary shareholders

                                                                11,944                                                             8,443
 Number of ordinary shares in issue

                                                                         46,170,094                                                         46,069,323
 Number of ordinary shares owned by the Employee Benefit Trust

                                                                         (198,822)                                                          (106,316)
 Basic EPS                                                      11,944   45,971,272                         26.0                   8,443    45,963,007                         18.4
 Dilutive impact of share options outstanding

                                                                -        38,370                             -                      -        21,666                             -
 Diluted EPS                                                    11,944   46,009,642                         26.0                   8,443    45,984,673                         18.4

 

In addition to the above, the Group also calculates an earnings per share
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.

 

 

                                                                   2021                                                               2020
                                                                            Weighted average number of shares                                  Weighted average number of shares

 Adjusted                                                                                                      Per share amount                                                   Per share amount

                                                                                                               (pence)                                                            (pence)

                                                                   £'000                                                              £'000
 Profit for the year - attributable to ordinary shareholders

                                                                   11,944                                                             8,443
 Adjusting items (note 1)                                          (353)                                                              1,486
 Adjusted profit -  attributable to equity holders of the parent

                                                                   11,591                                                             9,929
 Basic EPS                                                         11,591   45,971,272                         25.2                   9,929    45,963,007                         21.6

 Diluted EPS                                                       11,591   46,009,642                         25.2                   9,929    45,984,673                         21.6

 

 

4.             Dividends per share

                                                     2021                   2020
                                                     Per share  £'000       Per share  £'000
 Final dividend paid - in respect of prior year

                                                     3.30p      1,517       3.20p      1,472
 Interim dividend paid - in respect of current year

                                                     1.80p      828         1.70p      781
                                                     5.10p      2,345       4.90p      2,253

 

The Directors recommend the payment of a final dividend of 3.5 pence per share
(2020: 3.3 pence per share) to be paid on 1 June 2022 to shareholders on the
register on 29 April 2022; the ex-dividend date is 28 April 2022.  This makes
a total dividend for the year of 5.3 pence per share (2020: 5.0 pence per
share).

 

 

5.             Goodwill and other intangible assets

                                                                                                                                       Trademarks, knowhow and other intangibles

                                                      Development expenditure capitalised

                                                                                                  Software capitalised

                                       Goodwill                                                                                                                                            Total
                                       £'000          £'000                                                     £'000                                         £'000                              £'000
 Net book amount at 30 November 2020

                                       64,871         82                                                       818                                            4,268                              70,039
 Additions                             -              -                                                        47                                             -                                  47
 Acquisitions                          3,089          -                                                        -                                              2,232                              5,321
 Disposals                             -              -                                                        (2)                                            -                                  (2)
 Disposals amortisation                -              -                                                        2                                              -                                  2
 Amortisation charges                  -              (47)                                                     (226)                                          (800)                              (1,073)
 Exchange differences                  (114)          (2)                                                      (22)                                           (93)                               (231)
 Net book amount at 30 November 2021

                                       67,846         33                                                       617                                            5,607                              74,103

 

 At 30 November 2021                                                                                                          Trademarks, knowhow and other intangibles

                                                         Development expenditure capitalised

                                                                                                   Software capitalised

                                          Goodwill                                                                                                                           Total
                                          £'000          £'000                                     £'000                      £'000                                          £'000
 Cost                                     86,489         896                                       1,800                      9,645                                          98,830
 Accumulated amortisation and impairment

                                          (18,643)       (863)                                     (1,183)                    (4,038)                                        (24,727)
 Net book amount                          67,846         33                                        617                        5,607                                          74,103

 

 

6.             Acquisitions

Acquisition of Kbio

On 25 February 2021 the Group purchased 100% of the share capital of
Kbiosystems Limited ("Kbio").  Kbio is based in Basildon, UK and specialises
in the design and manufacture of laboratory instruments, with particular
expertise in automated microplate handling systems.

 

The total maximum consideration is £6.9 million; consisting of initial,
deferred and contingent consideration.

£3.0 million was paid in cash on acquisition.  Deferred consideration of
£1.3 million, representing cash acquired and a working capital adjustment,
was paid in June 2021.  Management has forecast that payment of 100% of the
contingent consideration is the most probable outcome, of which £1.0 million
was earned in the period and also paid in June 2021.  The balance is
contingent on Kbio meeting profit targets for the years ending 31 March 2022
and 2023.  The remaining consideration has been discounted to £1.8 million
using a discount rate of 10%.

 

In the period since acquisition, the business has contributed £5.4 million of
revenue and £1.3 million of adjusted operating profit to the Group results.
The direct costs of acquisition charged to the income statement were £0.1
million and are disclosed as adjusting items in note 1.  Had the acquisition
been consolidated from 1 December 2020, the income statement would show
revenue of £148.7 million and adjusted operating profit of £16.4 million.

 

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

                                                    Total
 Purchase consideration:                            £'000
 Initial cash consideration                         3,000
 Deferred cash consideration                        1,274

 Contingent consideration                           2,646
 Total purchase consideration                       6,920
 Fair value of net assets acquired (below)          (3,831)
 Goodwill                                           3,089

 

                                                                                    Fair value
 Fair value of identifiable assets acquired and liabilities assumed:                £'000
 Property, plant and equipment (including right-of-use-assets)                      519
 Customer order book and relationships (included within intangible assets)          2,232
 Inventory                                                                          822
 Trade and other receivables                                                        1,110
 Cash                                                                               1,306
 Lease liabilities                                                                  (407)
 Trade and other payables and tax liabilities                                       (1,751)
 Fair value of net assets acquired                                                  3,831

 Purchase consideration settled in cash                                             5,274
 Cash acquired                                                                      (1,306)
 Net cash outflow on acquisition                                                    3,968

 

An independent valuation of the identifiable intangible assets has been
carried out in the period.  Acquisition-related intangible assets comprise
the customer order book of £0.1 million and customer relationships of £2.1
million.

 

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

 

The fair value of trade and other receivables of £1.1 million includes net
trade receivables of £0.9 million, all of which is expected to be
collectible.

 

 

7.             Provisions

                                                                       Dilapidations      Warranty      Total
                                                                       £'000              £'000         £'000
 At 30 November 2020                                                   268                4,365         4,633
 Acquired                                                              -                  130           130
 Charged/(credited) to the consolidated income statement:
 -       Unwinding of discount                                         28                 -             28
 -       Warranty release                                              -                  (896)         (896)
 -       Warranty charge                                               -                  971           971
 Utilised:
 -       Warranty                                                      -                  (194)         (194)
 Exchange                                                              -                  (4)           (4)
 At 30 November 2021                                                   296                4,372         4,668

 

                                                                       Dilapidations      Warranty      Total
                                                                       £'000              £'000         £'000
 At 30 November 2019                                                   242                9,526         9,768
 Charged/(credited) to the consolidated income statement:
 -       Unwinding of discount                                         26                 -             26
 -       Warranty release                                              -                  (5,091)       (5,091)
 -       Warranty charge                                               -                  652           652
 Utilised:
 -       Warranty                                                      -                  (720)         (720)
 Exchange                                                              -                  (2)           (2)
 At 30 November 2020                                                   268                4,365         4,633

 

 

 

Provisions arise from potential claims on major contracts, sale warranties,
and discounted dilapidations for leased property.  The amount charged in the
year of £971,000 arose on additional sales made and long-term projects
delivered in the year.  The amount released in the year of £896,000 follows
management's latest estimate of the expected costs to be incurred under
warranty.

 

                                2021        2020
 Analysis of total provisions   £'000       £'000
 Current                        4,372       4,365
 Non-current                    296         268
 Net book value at 30 November  4,668       4,633

 

 

8.             Contingent liabilities

 

At 30 November 2021, the Group had the following advanced payment bonds
(relating to monies received in advance on contracts) and performance bonds:

                                 $'000      €'000
 Advanced payment bonds          -          320
 Performance bonds               2,549      811
 At 30 November 2021             2,549      1,131

 

                                 $'000      €'000
 Advanced payment bonds          -          162
 Performance bonds               2,549      842
 At 30 November 2020             2,549      1,004

 

$2,520,000 (2020: $2,520,000) of the performance bonds relate to the contracts
for filtration systems provided for gasification projects.  These projects
are being commissioned, a process which is taking several years.  The Group
has provided its best estimate of the amount of any potential loss arising
from rectification and claims arising on these contracts within the £4.4
million warranty provisions disclosed in note 7.  The maximum potential
unprovided exposure under these contracts is limited to £10.3 million.  The
uncalled performance bonds are expected to be called or released no later than
December 2024.

 

 

9.             Notes to the cashflow

 

Cash generated from operations

                                                                                        2021         2020

                                                                                        £'000        £'000
 Operating profit                                                                       15,842       12,557
 Adjustments for:
  - Post-employment benefits                                                            (1,585)      (1,288)
  - Payment Protection Program loan waiver                                              (1,337)      -
  - Fair value movement of derivatives through profit and loss                          43           (10)
  - Share-based payments                                                                247          89
  - Depreciation of property, plant and equipment and amortisation of
 intangibles

                                                                                        3,662        3,706
  - Depreciation of right-of-use assets                                                 2,138        2,055
  - Impairment of property, plant and equipment                                         195          2,261
  - Impairment of right-of-use assets                                                   150          -
  - Loss on disposal of property, plant and equipment and intangibles                   68           162
 Operating cash flows before movement in working capital                                19,423       19,532

 Changes in working capital (excluding the effects of exchange differences on
 consolidation):
 Increase in inventories                                                                (476)        (276)
 Decrease in trade and other receivables                                                215          4,139
 Increase/(decrease) in trade and other payables                                        (256)        (5,084)
 Decrease in provisions                                                                 (282)        (5,091)
 Decrease in working capital                                                            (799)        (6,312)
 Cash generated from operations                                                         18,624       13,220

 

 

10.          Basis of preparation

 

The results for the year ended 30 November 2021 have been prepared in
accordance International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and International Financial Reporting
Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in
the European Union.  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 2021, 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 2020, 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 Thursday 14
April 2022 at the offices of Buchanan Communications, 107 Cheapside, London,
EC2V 6DN.

 

12.          Related parties

There were no related party transactions in the year ended 30 November 2021
other than Directors' compensation.

 

 

13.          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 applicable law and International
Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002
as it applies in the European Union, and give a true and fair view of the
assets, liabilities, financial position, and profit or loss of the Company and
the undertakings included in the consolidation taken as a whole; and

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

The Directors of Porvair are listed in the Porvair Annual Report for the year
ended 30 November 2020. A list of current Directors is maintained on the
Porvair plc website, www.porvair.com (http://www.porvair.com) .  Since the
publication of the Annual Report for the year ended 30 November 2020, James
Mills has joined the Group as Group Finance Director.  This followed the
decision by Chris Tyler to step back from his position as Group Finance
Director and continue, in a part-time role, as Company Secretary.  Both
changes became effective following the Company's AGM in April 2021.

 

Copies of full accounts will be sent to shareholders in March 2022.
 Additional copies will be available from www.porvair.com.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FR KBLFXLFLZBBZ

Recent news on Porvair

See all news