REG - Porvair PLC - Results for the year ended 30 November 2023
05/02/2024 07:00
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RNS Number : 9437B Porvair PLC 05 February 2024
For immediate
release
5 February 2024
Porvair plc
Results for the year ended 30 November 2023
Porvair plc ("Porvair" or the "Group"), the specialist filtration, laboratory
and environmental technology group, announces its results for the year ended
30 November 2023.
Highlights:
· Record revenues and profits.
· Revenue up 2% to £176.0 million (2022: £172.6 million), 1%
higher on a constant currency basis*.
· Adjusted operating profit* 10% higher at £22.6 million (2022:
£20.5 million).
· Operating profit 7% higher at £21.2 million (2022: £19.8
million).
· Adjusted profit before tax* 10% higher at £21.4 million (2022:
£19.4 million).
· Profit before tax 7% higher at £20.1 million (2022: £18.7
million).
· Adjusted basic earnings per share* 12% higher at 37.2 pence
(2022: 33.2 pence).
· Basic earnings per share 8% higher at 34.8 pence (2022: 32.1
pence).
· Net closing cash at £14.1 million (2022: £18.3 million) after
investing £18.7 million (2022: £5.9 million) in capital expenditure and
acquisitions.
· Two acquisitions completed during the year in the Aerospace &
Industrial division and one in Laboratory.
· Recommended final dividend of 4.0 pence (2022: 3.8 pence)
bringing the full year dividend to 6.0 pence (2022: 5.7 pence).
Commenting on the performance and outlook, Ben Stocks, Chief Executive, said:
"After a record 2023 the Board is optimistic for 2024 and beyond. There is
much to look forward to as the year unfolds: opportunities afforded by
acquisitions; strong order books in aerospace and petrochemical; demand
recovery in Laboratory; and new products in Seal Analytical and elsewhere.
In the first half of 2024 these should offset near-term headwinds of adverse
foreign exchange and de-stocking in US industrial consumables, which seems to
have a few more months to run.
"The Group's fundamental demand drivers have not changed. Porvair remains well
positioned to take advantage of 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. It
is these trends that drive the Group's consistent longer-term trading record
and enables the Board to look ahead with confidence."
* See notes 1, 2 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
Buchanan Communications 020 7466 5000
Charles Ryland / Stephanie Whitmore
An analyst briefing will take place at 9:30 a.m. on Monday 5 February 2024 at
Buchanan, please contact 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
2023 was another year of record profits for the Group and another year when
these have been achieved, despite variable trading patterns across markets
served.
Demand in aerospace and petrochemical markets recovered strongly from
post-pandemic lows. Water quality demand remained steady. Order books for
industrial and laboratory consumables started the year strongly but declined
from the second quarter as customers unwound inventory positions built up in
2022 and early 2023. By the end of the year, manufacturing lead times had
mostly returned to more normal levels.
The Group navigated these inconsistent conditions satisfactorily. Productivity
investments made in prior years helped support margins, as did careful
management of input costs and pricing. As a result, while reported revenues
were up 2%, adjusted operating profit was up 10%, a level of earnings growth
consistent with the Group's five, ten and fifteen year performance. Strong
cash generation meant that the year finished with £14.1 million of net cash
on the balance sheet after spending around £24 million on acquisitions,
capital expenditure, dividends and pension costs.
Porvair's devolved management structure is helpful in such trading conditions,
enabling key commercial decisions to be made close to the customer. Annual
objectives for general managers were again to deliver earnings growth, cash
generation and selected ESG metrics. Details of our ESG programme are provided
in a separate report published alongside these financial results.
While trading patterns across the Group in 2023 were variable, a degree of
inconsistency is not unusual. It is rare that all parts of the Group perform
as planned. We serve a range of markets in different parts of the world and
trading can be affected by both local and global events. However, Porvair
benefits from underlying growth trends that have not changed in 2023:
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
2023 2022 Growth
£m £m %
Revenue 176.0 172.6 2
Operating profit 21.2 19.8 7
Adjusted operating profit* 22.6 20.5 10
Profit before tax 20.1 18.7 7
Adjusted profit before tax* 21.4 19.4 10
Pence Pence
Earnings per share 34.8 32.1 8
Adjusted earnings per share* 37.2 33.2 12
£m £m
Cash generated from operations 24.1 22.8
Net cash (excluding lease liabilities) 14.1 18.3
* See notes 1, 2 and 3 for definitions and reconciliations.
Revenue increased by 2% to £176.0 million. Profit before tax increased by 7%.
Adjusted profit before tax grew by 10% and adjusted earnings per share by 12%.
Strategy and purpose
Porvair's strategy and purpose have remained consistent for 19 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
CAGR* CAGR* CAGR*
Revenue growth 6% 8% 8%
Earnings per share growth 10% 11% 11%
Adjusted earnings per share growth 10% 11% 12%
£m £m £m
Cash from operations 95.5 163.9 207.6
Investment in acquisitions and capital expenditure 50.1 92.6 106.6
* Compound annual growth rate
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: tightening
environmental regulation; growth in 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.
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:
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; and
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 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: 49% of revenue was in the Americas; 18% in Asia; 21% in
Continental Europe; 11% in the UK; and 1% in Africa. The Group has plants in
the US, UK, Germany, Hungary, the Netherlands and China. In the last twelve
months: 53% of revenue was manufactured in the US; 28% in the UK; 16% in
Continental Europe; and 3% in China; 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 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 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 with this statement, setting out:
· Porvair's ESG management framework, goals and TCFD reporting;
· how climate change and 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
2023.
Divisional review
Aerospace & Industrial
2023 2022 Growth
£m £m %
Revenue 67.6 64.7 4
Operating profit 9.3 6.8 37
Adjusted operating profit* 9.8 7.2 36
* 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 4%. Aerospace and petrochemical markets were up
around 20%, offsetting the de-stocking effects in wider industrial markets.
Tightening emissions regulations in the petrochemical market led to strong
project demand, notably in India. Passenger air miles returned to pre-pandemic
levels. Adjusted operating profits rose 36%. Adjusted operating margins
increased to 14.5% (2022: 11.1%), the result of better manufacturing
efficiencies from stronger aerospace demand; close management of margins;
productivity investments made in prior years; and the partial resolution of
contractual obligations from prior years.
One acquisition was made during the year and one in December 2023. Our
microelectronic filtration facility in Boise expanded its manufacturing
capability with the acquisition of certain business and assets of HRW Inc.
Integration has gone well and the larger entity was better able to navigate a
difficult year for semi-conductor volumes. This has always been a volatile
market and is expected to recover in 2024. We completed the acquisition of the
European Filter Corporation ("EFC") in the first trading week of the new
financial year. EFC has expertise in the manufacture of mist elimination
filters which are used in the production of industrial feedstocks. It also has
well established industrial filtration sales channels in north east Europe and
we expect to find opportunities for both cross sales and cross manufacture.
Laboratory
2023 2022 Growth
£m £m %
Revenue 60.4 62.7 (4)
Operating profit 8.8 10.0 (12)
Adjusted operating profit* 9.2 10.3 (11)
* See notes 1 and 2 for definitions and reconciliations.
The Laboratory division has two operating businesses: Porvair Sciences
(including JG Finneran, Kbiosystems and from July 2023, 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.
As with the wider Group, the Laboratory division experienced some
inconsistency in demand in 2023. Reported revenues fell 4% and adjusted
operating profits by 11%. Within this, Seal Analytical had another strong
year, showing both sales and profit growth; but Porvair Sciences, which mainly
manufacturers laboratory consumables, suffered from significant market
de-stocking. Across the laboratory supply industry, inventory levels -
artificially high through the supply disruptions of 2022 - rebalanced. As a
result lead times fell through the year: at JG Finneran, for example, a 14-16
week lead time at the start of 2023 had returned to 2-4 weeks by November 2023
- a more usual level. These changing order patterns affected profits but were
offset to a degree by careful cost management. Staff numbers in Porvair
Sciences were reduced by 8% through the year. Adjusted operating margins
across the division were 15.2% (2022: 16.4%). The Board does not see any
change in the fundamental growth drivers in these markets. Indeed Seal
Analytical's success in 2023 was buoyed by new products specifically designed
to address laboratory consolidation and automation; high sample throughput;
and more accurate detection limits.
In July, the Group acquired Ratiolab which makes and sells a range of
laboratory consumables. Based in Germany and Hungary, Ratiolab offers
complementary products and new routes to market. It also adds European
manufacturing and tool making expertise. We expect to find benefits in both
cross manufacturing and cross selling. Integration is well underway and we
should see the benefits of the acquisition in 2024.
Metal Melt Quality
2023 2022 Growth
£m £m %
Revenue 48.0 45.2 6
Operating profit 6.5 5.7 14
Adjusted operating profit* 6.5 5.7 14
* 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.
2023 was a record year with revenue up 6% at an adjusted operating margin of
13.5% (2022: 12.6%). Demand was robust in the first half with all three plants
running extra shifts for several months. The Chinese satellite plant had a
profitable and cash-generative year. Some de-stocking became apparent in the
second half, notably in general industrial filters, and lead times fell.
Demand for aerospace related filtration continues to grow and the underlying
position of the aluminium market is promising. The division benefited in 2023
from re-shoring of aluminium production back to the US; growing demand for can
stock as beverage packaging moves away from plastic; and the increased
proportion of aluminium in electric vehicles.
Dividends
The Board re-affirms its progressive dividend policy and recommends a final
dividend of 4.0 pence per share, at a value of £1.8 million (2022: 3.8 pence
per share, at a value of £1.7 million). The full year dividend increases by
5.3% to 6.0 pence per share, a value of £2.8 million (2022: 5.7 pence per
share, a value of £2.6 million). The Company had £45.5 million (2022:
£36.5 million) of distributable reserves at 30 November 2023.
Staff
Of our various stakeholders, in a year of inconsistent trading it is our staff
that are the most crucial. 2023 was not straightforward with de-stocking and
falling lead times complicating manufacturing operations. The staff across our
22 facilities have coped well and the Board salutes their resourcefulness and
perseverance. Porvair believes in devolving management autonomy as far as
possible, and our management teams are remunerated in part by how well they
execute the employee engagement framework set out by the Board. The Board is
very grateful for the hard work, enthusiasm and dedication of all our staff.
Current trading and outlook
After a record 2023 the Board is optimistic for 2024 and beyond. There is much
to look forward to as the year unfolds: opportunities afforded by
acquisitions; strong order books in aerospace and petrochemical; demand
recovery in Laboratory; and new products in Seal Analytical and elsewhere.
In the first half of 2024 these should offset near-term headwinds of adverse
foreign exchange and de-stocking in US industrial consumables, which seems to
have a few more months to run.
The Group's fundamental demand drivers have not changed. Porvair remains well
positioned to take advantage of 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. It
is these trends that drive the Group's consistent longer-term trading record
and enables the Board to look ahead with confidence.
Ben Stocks
Group Chief Executive
2 February 2024
Financial review
Group results
2023 2022 Growth
£m £m %
Revenue 176.0 172.6 2
Operating profit 21.2 19.8 7
Profit before tax 20.1 18.7 7
Profit after tax 16.0 14.7 9
Revenue was 2% higher on a reported currency basis and 1% higher at constant
currency (see note 1). Operating profit was £21.2 million (2022: £19.8
million) and profit before tax was £20.1 million (2022: £18.7 million).
Profit after tax was £16.0 million (2022: £14.7 million). An operating
review, together with a review of divisional performance, is included in the
Chief Executive's report above.
Alternative performance measures - profit
2023 2022 Growth
£m £m %
Adjusted operating profit 22.6 20.5 10
Adjusted profit before tax 21.4 19.4 10
Adjusted profit after tax 17.1 15.3 12
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 adjusting item provides a more
consistent assessment of the Group's trading performance. Adjusting items of
£1.3 million (2022: £0.7 million) comprise £0.9 million (2022: £0.7
million) for the amortisation of acquired intangible assets and £0.4 million
(2022: £nil) for costs incurred in relation to the acquisition of certain
business and assets from HRW Inc.; the 100% share capital of Ratiolab, which
completed in July 2023; and the 100% share capital of EFC, which completed in
December 2023. Details of these adjusting items are included within 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:
2023 2022
Average rate for translating the results:
US $ denominated operations $1.24:£ $1.25:£
Euro denominated operations €1.15:£ €1.18:£
Closing rate for translating the balance sheet:
US $ denominated operations $1.27:£ $1.19:£
Euro denominated operations €1.16:£ €1.16:£
During the year, the Group sold US$28.5 million (2022: US$25.0 million) at a
net rate of US$1.21:£1 (2022: US$1.29:£1) and purchased €4.6 million
(2022: sold €2.6 million) at a net rate of €1.15:£1 (2022: €1.19:£1).
At 30 November 2023, the Group had US$10.0 million (2022: US$13.0 million) and
€nil (2022: €0.4 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; the
Group's retirement benefit obligations; together with the cost of unwinding
discounts on provisions and other payables. The Group also incurred undrawn
commitment fees on the Group's banking facilities, though these fees were more
than offset by interest income from deposits. Net finance costs in the year
remained relatively flat at £1.2 million (2022: £1.1 million). Interest
cover from operating profit was 18 times (2022: 18 times). Interest cover from
operating profit for bank finance costs only was 65 times (2022: 57 times).
Tax
The total Group tax charge for the year was £4.1 million (2022: £4.0
million), including the tax effect of the adjusting items set out in note 1.
The adjusted tax charge was £4.3 million (2022: £4.2 million), with the
effective rate of income tax on adjusted profit before tax at 20% (2022: 21%).
The enacted increase in UK Corporation Tax from 19% to 25% effective April
2023 resulted in a blended rate of 23% being initially applied on UK profits
within this financial year.
The Group has current tax provisions of £0.6 million (2022: £0.3 million),
which includes £1.1 million (2022: £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 £0.4 million (2022: £1.0 million)
and a deferred tax liability of £3.6 million (2022: £2.8 million). The
deferred tax asset relates principally to the 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 2023 was £140.4 million (2022: £131.1 million),
an increase of 7% over the prior year. The net increase in total equity
includes profit after tax of £16.0 million (2022: £14.7 million), a net of
tax actuarial gain of £0.2 million (2022: £1.3 million), together with a
£4.6 million exchange loss (2022: £7.8 million gain) on the retranslation of
foreign subsidiaries.
The Company had £45.5 million (2022: £36.5 million) of distributable
reserves at 30 November 2023. 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:
2023 2022
£m £m
Operating cash flow before working capital 29.1 26.9
Working capital movement (2.8) (2.7)
Post-employment benefits (net cash movement) (2.2) (1.4)
Cash generated from operations 24.1 22.8
Interest (0.3) (0.4)
Tax (3.0) (4.1)
Capital expenditure (4.8) (4.9)
16.0 13.4
Acquisitions (13.9) (1.0)
Share issue proceeds 0.1 0.5
Purchase of Employee Benefit Trust shares (0.7) (0.7)
Increase in borrowings 9.8 -
Decrease in borrowings (9.8) (5.0)
Dividends (2.7) (2.5)
Repayment of lease liabilities (2.6) (2.5)
(Decrease)/increase in cash (3.8) 2.2
Net cash/(debt) reconciliation 2023 2022
£m £m
Net cash/(debt) at 1 December 6.8 (2.0)
(Decrease)/increase in cash (3.8) 2.2
Net movement in borrowings - 5.0
(Increase)/decrease in lease liabilities (2.1) 1.2
Exchange (0.2) 0.4
Net cash at 30 November 0.7 6.8
Net cash 14.1 18.3
Lease liabilities (13.4) (11.5)
Net cash at 30 November 0.7 6.8
Generating free cash flow is central to the Group's business model. Cash
generated from operations was £24.1 million (2022: £22.8 million), with net
working capital increasing by £2.8 million (2022: £2.7 million). The Group
started the year with net cash (excluding lease liabilities) of £18.3 million
and finished the year with £14.1 million, having invested £18.7 million in
capital expenditure and acquisitions (2022: £5.9 million).
Bank borrowings at 30 November 2023 were £nil (2022: £nil). As at 30
November 2023, the Group had €27.8 million/£24.0 million (2022: €27.7
million/£23.9 million) of unused credit facilities and an unutilised £2.5
million (2022: £2.5 million) net overdraft facility.
Capital expenditure
Capital expenditure on property, plant and equipment was £4.8 million (2022:
£4.9 million), as the Group continued with investment in capital projects
with a particular emphasis on automation, productivity and capacity.
Acquisitions
On 3 March 2023, the Group acquired certain business and assets from HRW
Inc. Total consideration was £0.9 million, of which £0.2 million is
deferred.
On 14 July 2023, the Group completed its acquisition of 100% of the share
capital of Ratiolab GmbH and Ratiolab Kft. ("Ratiolab") on a cash free, debt
free basis and subject to an agreed level of working capital. Consideration
was £8.1 million with acquired net debt of £4.0 million being settled on or
shortly after acquisition.
Further details of the acquisitions made in the year are disclosed in note 8.
On 25 February 2021, the Group acquired 100% of the share capital of
Kbiosystems. Contingent consideration paid in the year ended 30 November 2023
was £1.1 million (2022: £1.0 million). No further contingent consideration
is payable for Kbiosystems.
Events after the reporting date
Following the year-end, 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. Initial
consideration was £10.3 million. Further details are disclosed in note 9.
Provisions and contingent liabilities
The Group has £3.6 million (2022: £4.0 million) of provisions for
dilapidations and performance warranties. £1.5 million of warranty provisions
have been created for sales made in the year, whilst £1.6 million of warranty
provisions have been released in the year following the latest estimate of the
expected costs to be incurred.
The Group has US$nil (2022: US$1.0 million) and €3.0 million (2022: €1.0
million) of unexpired advanced payment and performance bonds issued in the
ordinary course of business. The advanced payment bonds are expected to expire
no later than October 2024 and the performance bonds no later than July 2027.
Retirement benefit obligations
Retirement benefit obligations measured in accordance with IAS 19 Employee
Benefits were £7.7 million (2022: £9.8 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 decreased in the year to £30.8 million
(2022: £34.1 million). The Plan's assets also decreased in the year to £23.3
million (2022: £24.5 million). Following a change in financial assumptions,
including an increase in the discount rate, a net of tax actuarial gain of
£0.2 million (2022: gain of £1.3 million) was recognised within the
statement of comprehensive income. Cash contributions paid to the Plan were
£2.6 million (2022: £2.1 million), which included a deficit recovery payment
of £2.1 million (2022: £1.6 million).
Finance and treasury policy
The treasury function at Porvair is managed centrally, under Board
supervision. It seeks to limit the Group's trading exposure to currency
movements. The Group does not hedge against the impact of exchange rate
movements on the translation of profits and losses of overseas operations. The
Group finances its operations through share capital, retained profits and,
when required, bank debt. It has adequate facilities to finance its current
operations and capital plans for the foreseeable future.
James Mills
Group Finance Director
2 February 2024
Consolidated income statement
For the year ended 30 November
2023 2022
Continuing operations Note £'000 £'000
Revenue 1,2 176,013 172,575
Cost of sales (113,719) (113,597)
Gross profit 62,294 58,978
Distribution costs (2,569) (2,759)
Administrative expenses (38,485) (36,409)
Adjusted operating profit 1,2 22,571 20,498
Adjustments:
Amortisation of acquired intangible assets (872) (688)
Other acquisition-related costs (459) -
Operating profit 1,2 21,240 19,810
Finance income 126 -
Finance costs (1,276) (1,072)
Profit before tax 1,2 20,090 18,738
Adjusted income tax expense (4,324) (4,169)
Adjustments:
Tax effect of adjustments to operating profit 1 204 145
Income tax expense (4,120) (4,024)
Profit for the year 1,2 15,970 14,714
Earnings per share (basic) 3 34.8p 32.1p
Earnings per share (diluted) 3 34.8p 32.0p
Adjusted earnings per share (basic) 3 37.2p 33.2p
Adjusted earnings per share (diluted) 3 37.2p 33.2p
Consolidated statement of comprehensive income
For the year ended 30 November
2023 2022
£'000 £'000
Profit for the year 15,970 14,714
Other comprehensive (loss)/income
Items that will not be reclassified to profit and loss:
Actuarial gain in defined benefit pension plans net of tax 227 1,257
Items that may be subsequently reclassified to profit and loss:
Exchange (loss)/gain on translation of foreign subsidiaries (4,628) 7,796
Total other comprehensive (loss)/income for the year (4,401) 9,053
Total comprehensive income for the year 11,569 23,767
Consolidated balance sheet
As at 30 November
2023 2022
Note £'000 £'000
Non-current assets
Property, plant and equipment 28,329 24,311
Right-of-use assets 12,136 10,144
Goodwill and other intangible assets 82,949 77,900
Deferred tax asset 401 1,046
123,815 113,401
Current assets
Inventories 31,898 30,973
Trade and other receivables 23,268 24,471
Derivative financial instruments 250 554
Cash and cash equivalents 16,839 18,297
72,255 74,295
Current liabilities
Trade and other payables (23,827) (27,881)
Bank overdrafts (2,787) -
Current tax liabilities (594) (309)
Lease liabilities (2,057) (2,156)
Derivative financial instruments - (319)
Provisions 5 (3,243) (3,692)
(32,508) (34,357)
Net current assets 39,747 39,938
Non-current liabilities
Deferred tax liability (3,583) (2,811)
Retirement benefit obligations (7,713) (9,816)
Other payables (123) -
Lease liabilities (11,342) (9,316)
Provisions 5 (363) (328)
(23,124) (22,271)
Net assets 140,438 131,068
Capital and reserves
Share capital 927 927
Share premium account 37,778 37,626
Cumulative translation reserve 10,825 15,453
Retained earnings 90,908 77,062
Equity attributable to owners of the parent 140,438 131,068
Consolidated cash flow statement
For the year ended 30 November
2023 2022
Note £'000 £'000
Cash flows from operating activities
Cash generated from operations 7 24,079 22,798
Interest paid (452) (403)
Tax paid (3,027) (4,118)
Net cash generated from operating activities 20,600 18,277
Cash flows from investing activities
Interest received 122 -
Acquisition of subsidiaries (9,957) (1,000)
Settlement of debt acquired on acquisition (3,955) -
Purchase of property, plant and equipment (4,702) (4,826)
Purchase of intangible assets (107) (61)
Proceeds from sale of property, plant and equipment - 17
Net cash used in investing activities (18,599) (5,870)
Cash flows from financing activities
Proceeds from issue of ordinary shares 152 551
Purchase of Employee Benefit Trust shares (745) (749)
Proceeds of loans and borrowings 9,818 -
Repayments of loans and borrowings (9,818) (4,986)
Dividends paid to shareholders 4 (2,664) (2,478)
Repayments of lease liabilities (2,551) (2,503)
Net cash used in financing activities (5,808) (10,165)
Net (decrease)/increase in cash and cash equivalents (3,807) 2,242
Effects of exchange rate changes (438) 613
(4,245) 2,855
Cash and cash equivalents at 1 December 18,297 15,442
Cash and cash equivalents at 30 November 14,052 18,297
Reconciliation of net cash flow to movement in net cash/(debt)
2023 2022
£'000 £'000
Net cash/(debt) at 1 December 6,825 (2,006)
(Decrease)/increase in cash and cash equivalents (3,807) 2,242
Net movement in borrowings - 4,986
Net debt acquired in the year (3,955) -
Settlement of debt acquired on acquisition 3,955 -
(Increase)/decrease in lease liabilities (2,168) 1,194
Effects of exchange rate changes (197) 409
Net cash at 30 November 653 6,825
Net cash and bank debt 14,052 18,297
Lease liabilities (13,399) (11,472)
Net cash at 30 November 653 6,825
Consolidated statement of changes in equity
For the year ended 30 November
Share Cumulative
Share capital premium account translation reserve Retained earnings Total
£'000 £'000 £'000 £'000 equity
£'000
At 1 December 2021 924 37,078 7,657 63,287 108,946
Profit for the year - - - 14,714 14,714
Other comprehensive income - - 7,796 1,257 9,053
Total comprehensive income for the year - - 7,796 15,971 23,767
Purchase of own shares (held in trust) - - - (749) (749)
Issue of ordinary share capital 3 548 - - 551
Share-based payments (net of tax) - - - 1,031 1,031
Dividends paid - - - (2,478) (2,478)
At 30 November 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
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
2023 2022 Growth
Aerospace & Industrial £'000 £'000 %
Revenue at constant currency 64,418 61,864 4
Exchange 3,218 2,861
Revenue as reported 67,636 64,725 4
Laboratory
Underlying revenue 53,574 59,376 (10)
Acquisition 2,799 -
Revenue at constant currency 56,373 59,376 (5)
Exchange 4,013 3,308
Revenue as reported 60,386 62,684 (4)
Metal Melt Quality
Revenue at constant currency 42,329 40,236 5
Exchange 5,662 4,930
Revenue as reported 47,991 45,166 6
Group
Underlying revenue 160,321 161,476 (1)
Acquisition 2,799 -
Revenue at constant currency 163,120 161,476 1
Exchange 12,893 11,099
Revenue as reported 176,013 172,575 2
Revenue at constant currency is derived from translating overseas subsidiaries
results at budgeted fixed exchange rates. In 2023 and 2022, the rates used
were US$1.40:£1 and €1.20:£1, compared with reported rates of US$1.24:£1
(2022: US$1.25:£1) and €1.15:£1 (2022: €1.18:£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
Ratiolab, which was acquired in July 2023.
Alternative profit measures
A reconciliation of the Group's adjusted performance measures to the reported
IFRS measures is presented below:
2023 2022
Adjusted Adjustments Reported Adjusted Adjustments Reported
£'000 £'000 £'000 £'000 £'000 £'000
Operating profit 22,571 (1,331) 21,240 20,498 (688) 19,810
Finance income 126 - 126 - - -
Finance costs (1,276) - (1,276) (1,072) - (1,072)
Profit before tax 21,421 (1,331) 20,090 19,426 (688) 18,738
Income tax expense (4,324) 204 (4,120) (4,169) 145 (4,024)
Profit for the year 17,097 (1,127) 15,970 15,257 (543) 14,714
An analysis of adjusting items is given below:
2023 2022
Affecting operating profit: £'000 £'000
Amortisation of acquired intangible assets (872) (688)
Other acquisition-related costs (459) -
(1,331) (688)
Affecting tax:
Tax effect of adjustments to operating profit 204 145
Total adjusting items (1,127) (543)
Adjusted operating profit excludes:
· the amortisation of intangible assets arising on acquisition of
businesses of £0.9 million (2022: £0.7 million); and
· other acquisition-related costs of £0.4 million (2022: £nil)
incurred in relation to the acquisition of certain business and assets from
HRW; the 100% share capital of Ratiolab; and the 100% share capital of EFC,
which completed post year-end on 4 December 2023 (see notes 8 and 9).
Return on capital employed
The Group uses two return measures to assess the return it makes on its
investments:
· return on capital employed of 15% (2022: 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 net cash (excluding lease liabilities); and
· return on operating capital employed of 34% (2022: 36%) 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 2023, 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 2023 are as follows:
2023 Aerospace & Industrial Metal Melt Quality
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 results for the year ended 30 November 2022 are as follows:
2022 Aerospace & Industrial Metal Melt Quality
Laboratory Central Group
£'000 £'000 £'000 £'000 £'000
Total segment revenue 64,864 64,453 45,166 - 174,483
Inter-segment revenue (139) (1,769) - - (1,908)
Revenue 64,725 62,684 45,166 - 172,575
Adjusted operating profit/(loss)
7,200 10,321 5,701 (2,724) 20,498
Amortisation of acquired intangible assets
(382) (306) - - (688)
Operating profit/(loss) 6,818 10,015 5,701 (2,724) 19,810
Finance costs - - - (1,072) (1,072)
Profit/(loss) before tax 6,818 10,015 5,701 (3,796) 18,738
The segment assets and liabilities at 30 November 2023 are as follows:
2023 Aerospace & Industrial Metal Melt Quality
Laboratory Central Group
£'000 £'000 £'000 £'000 £'000
Segmental assets 67,456 74,835 34,470 2,470 179,231
Cash and cash equivalents - - - 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)
The segment assets and liabilities at 30 November 2022 are as follows:
2022 Aerospace & Industrial Metal Melt Quality
Laboratory Central Group
£'000 £'000 £'000 £'000 £'000
Segmental assets 68,033 63,324 36,063 1,979 169,399
Cash and cash equivalents - - - 18,297 18,297
Total assets 68,033 63,324 36,063 20,276 187,696
Segmental liabilities (21,640) (13,168) (6,893) (5,111) (46,812)
Retirement benefit obligations - - - (9,816) (9,816)
Total liabilities (21,640) (13,168) (6,893) (14,927) (56,628)
Geographical analysis
2023 2022
Revenue By destination By origin By destination By origin
£'000 £'000 £'000 £'000
United Kingdom 18,588 48,291 17,715 50,018
Continental Europe 36,707 28,863 35,898 21,695
United States of America 80,479 93,609 80,537 96,370
Other NAFTA 4,298 - 3,592 -
South America 2,567 - 2,409 -
Asia 31,925 5,250 30,785 4,492
Africa 1,449 - 1,639 -
176,013 176,013 172,575 172,575
3. Earnings per share (EPS)
2023 2022
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
15,970 14,714
Shares in issue 46,351,723 46,211,979
Shares owned by the Employee Benefit Trust
(439,447) (319,288)
Basic EPS 15,970 45,912,276 34.8 14,714 45,892,691 32.1
Dilutive share options outstanding
- 26,112 - - 18,598 (0.1)
Diluted EPS 15,970 45,938,388 34.8 14,714 45,911,289 32.0
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.
2023 2022
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
15,970 14,714
Adjusting items (note 1) 1,127 543
Adjusted profit -attributable to owners of the parent
17,097 15,257
Adjusted Basic EPS 17,097 45,912,276 37.2 15,257 45,892,691 33.2
Adjusted Diluted EPS 17,097 45,938,388 37.2 15,257 45,911,289 33.2
4. Dividends per share
2023 2022
Per share Per share
Pence £'000 Pence £'000
Final dividend paid - in respect of prior year 3.8 1,745 3.5 1,606
Interim dividend paid - in respect of current year 2.0 919 1.9 872
5.8 2,664 5.4 2,478
The Directors recommend the payment of a final dividend of 4.0 pence per share
(2022: 3.8 pence per share) to be paid on 5 June 2024 to shareholders on the
register on 3 May 2024; the ex-dividend date is 2 May 2024. This makes a
total dividend for the year of 6.0 pence per share (2022: 5.7 pence per
share).
5. Provisions
Dilapidations Warranty Total
£'000 £'000 £'000
At 1 December 2022 328 3,692 4,020
Additional charge in the year - 1,486 1,486
Utilisation of provision - (294) (294)
Release of provision - (1,622) (1,622)
Unwinding of discount 35 - 35
Exchange - (19) (19)
At 30 November 2023 363 3,243 3,606
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.
2023 2022
Analysis of total provisions £'000 £'000
Current 3,243 3,692
Non-current 363 328
Net book value at 30 November 3,606 4,020
6. Contingent liabilities
At 30 November 2023, 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 - 2,514
Performance bonds - 499
At 30 November 2023 - 3,013
US$'000 €'000
Advanced payment bonds - 657
Performance bonds 956 353
At 30 November 2022 956 1,010
The advanced payment and performance bonds are expected to expire no later
than October 2024 and July 2027 respectively.
7. Cash generated from operations
2023 2022
£'000 £'000
Operating profit 21,240 19,810
Adjustments for:
Fair value movement of derivatives through profit and loss (15) (255)
Share-based payments 1,048 1,057
Depreciation of property, plant and equipment and amortisation of intangibles 4,583 3,845
Depreciation of right-of-use assets 2,232 2,212
Impairment of property, plant and equipment 38 186
(Gain)/loss on disposal of assets (2) 14
Operating cash flows before movement in working capital 29,124 26,869
Increase in inventories (430) (4,919)
Decrease/(increase) in trade and other receivables 973 (2,044)
(Decrease)/increase in trade and other payables (3,019) 5,032
Decrease in provisions (392) (783)
Increase in working capital (2,868) (2,714)
Post-employment benefits (net cash movement) (2,177) (1,357)
Cash generated from operations 24,079 22,798
8. Acquisitions
(a) HRW Inc. business and assets
On 3 March 2023, the Group acquired certain business and assets from HRW Inc.,
a small engineering operation based in Nampa, Idaho, and key supplier to the
Group's microelectronics filtration facility in Idaho. The acquisition
expands machining and product design skills to that location.
The total maximum consideration is £0.9 million, consisting of initial and
deferred consideration. In the period since acquisition, the business
contributed £0.1 million of adjusted operating profit to the Group results.
Had the acquisition been consolidated from 1 December 2022, the income
statement would show adjusted operating profit of £22.7 million.
The following table sets out the purchase consideration, together with the
fair value of assets acquired and liabilities assumed:
Total
£'000
Initial cash consideration 668
Deferred cash consideration 200
Total purchase consideration 868
Fair value of net assets acquired (below) (679)
Goodwill 189
Fair value
Fair value of identifiable assets acquired and liabilities assumed: £'000
Technology and know-how (included within intangible assets) 343
Property, plant and equipment (including right-of-use assets) 538
Inventory 37
Trade and other payables (including lease liabilities) (239)
Fair value of net assets acquired 679
A valuation of the identifiable intangible assets has been carried out in the
period. Acquired intangible assets comprise technology and know-how of £0.3
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 technologies 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 expected to be deductible for income tax purposes.
(b) Ratiolab share capital
On 4 May 2023, the Group announced that it would acquire, subject to Hungarian
regulatory approval, 100% of the issued share capital of two businesses,
Ratiolab GmbH and Ratiolab Kft. (together "Ratiolab"). Following receipt of
Hungarian regulatory approval, the Group completed the acquisition on 14 July
2023.
Ratiolab GmbH, located outside Frankfurt, sells a wide range of laboratory
consumables in Europe and the Middle East. Ratiolab Kft., located close to
Budapest, manufactures laboratory consumables in an 8,000m(2) facility, the
freehold of which was included with the acquisition. Ratiolab joins the
Group's Laboratory division, offering a complementary product range and adding
European manufacturing capabilities, injection moulding expertise, and 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 £8.1 million
was paid in the year with acquired net debt of £4.0 million being settled on
or shortly after acquisition.
In the period since acquisition, Ratiolab contributed £2.8 million of revenue
and £0.2 million of adjusted operating profit to the Group results. Had the
acquisition been consolidated from 1 December 2022, the income statement would
show revenue of £181.7 million and adjusted operating profit of £22.8
million.
The following table sets out the consideration paid, together with the
provisional fair value of assets acquired and liabilities assumed:
Total
£'000
Cash consideration 8,108
Provisional fair value of net assets acquired (below) (2,872)
Goodwill 5,236
Fair value
Provisional fair value of identifiable assets acquired and liabilities £'000
assumed:
Property, plant and equipment (including right-of-use assets) 5,123
Trademark, customer order book and relationships (included within intangible 2,897
assets)
Inventory 1,405
Trade and other receivables 650
Net debt (3,955)
Deferred tax liability (869)
Lease liabilities (1,609)
Trade and other payables (770)
Provisional fair value of net assets acquired 2,872
An independent valuation of the identifiable intangible assets has been
carried out in the period. Acquired intangible assets comprise trademarks of
£0.6 million, a customer order book of £0.1 million and customer
relationships of £2.2 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 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 £0.7 million includes net
trade receivables of £0.6 million, all of which is expected to be
collectible.
These provisional fair values may be adjusted in future in accordance with
IFRS 3 Business Combinations.
9. Events after the reporting date
Following the year-end, 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 is on a cash free, debt free basis and subject to an agreed
level of working capital. The provisional value of net assets acquired
includes property, plant and equipment; inventory; trade and other
receivables; and trade and other payables. The initial cash consideration of
£10.3 million was paid after the year-end in December 2023. In accordance
with the sale and purchase agreement, completion accounts are not required
until after the date of approval of these financial statements. Adjustments
have not yet been made to the net assets acquired to reflect their fair
values, including the recognition of acquired intangible assets separable from
goodwill.
The provisional value of initial consideration and provisional fair value of
net assets acquired will be determined in future in accordance with IFRS 3
Business Combinations and the sale and purchase agreement.
10. Basis of preparation
The results for the year ended 30 November 2023 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 2023, 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 2022, 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 16
April 2024 at the offices of 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 for the year
ended 30 November 2022. Sarah Vawda joined the Board on 26 June 2023. A list
of current Directors is maintained on the Porvair plc website, www.porvair.com
(http://www.porvair.com) . Copies of full accounts will be sent to
shareholders in March 2024. Additional copies will be available from
www.porvair.com (http://www.porvair.com) .
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