TIDMPRV

RNS Number : 4576N

Porvair PLC

01 February 2021

For immediate release 1 February 2021

Results for the year ended 30 November 2020

Resilient performance in challenging circumstances, optimism for the future.

Porvair plc ("Porvair" or "the Group"), the specialist filtration, laboratory and environmental technology group, announces its results for the year ended 30 November 2020.

Highlights

   --      Revenue 7% lower at GBP135.0 million (2019: GBP144.9 million). 
   --      Operating profit 15% lower at GBP12.6 million (2019: GBP14.8 million). 
   --      Adjusted operating profit* 13% lower at GBP13.6 million (2019: GBP15.6 million). 

-- Profit before tax 17% lower at GBP11.6 million (2019: GBP14.0 million). Adjusted profit before tax* 15% lower at GBP12.6 million (2019: GBP14.8 million).

-- Basic earnings per share was 18.4 pence (2019: 23.6 pence). Adjusted basic earnings per share* were 21.6 pence (2019: 25.3 pence).

-- Net cash was GBP4.9 million (2019: GBP4.0 million) after investing GBP4.2 million (2019: GBP14.1 million) in capital expenditure and acquisitions.

-- Recommended final dividend of 3.3 pence (2019: 3.2 pence) bringing the full year dividend to 5.0 pence (2019: 4.9 pence).

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

"Until the pandemic recedes, near-term trading remains unpredictable and the Group continues to withhold earnings guidance. But the results for the year turned out to be better than initially feared in our contingency planning. This was partly because the Group went into the pandemic financially sound and stable; and partly because the underlying growth drivers for most of the markets we serve remain in place, even though they are currently more volatile than usual. We expect demand for emissions control, clean water, process efficiency and laboratory consumables to revert to normal levels as economies allow. Certain end markets, aerospace in particular, may take longer to recover; while others, mainly in the Laboratory Division, are already rebounding strongly.

"We entered 2021 with a strong balance sheet and a lower cost base than a year ago, which will be helpful while we wait for vaccinations to bring the pandemic under control. The next few months may continue to be difficult, but beyond that we are increasingly optimistic. Investments made over the last few years will help margins and our new product development pipeline is strong for the near term. Prospects for the medium term are good and Porvair should return to its historical levels of growth once the pandemic retreats."

* See notes 1 and 3 for definitions and reconciliations.

For further information please contact:

 
 Porvair plc                             01553 765 500 
 Ben Stocks, Chief Executive 
 Chris Tyler, Group Finance Director 
 Buchanan Communications                 020 7466 5000 
 Charles Ryland / Steph Watson 
 

An analyst briefing will take place at 9:30 a.m. on Monday 1 February 2021 by video conference through invitation from Buchanan.

A copy of an audio webcast and the presentation will be available at www.porvair.com .

Operating review

Overview of 2020 and impact of Covid-19

Over the course of this extraordinary year, management has acted to protect staff wellbeing; adjust operations to changing levels of demand; and to continue investment for the post-Covid-19 economic recovery. There are early indications that the year ahead will show the benefits of these actions.

While 2020 started strongly, trading was overtaken by events: first in Wuhan where our plant was shut for eight weeks to the end of March; and later across the rest of the Group where supply was constrained by lockdowns in the second quarter and again towards the end of the year. Order levels dropped in the early summer, with de-stocking sharpening declines in aerospace, molten metal and industrial markets. Actions were taken to ensure working practices were Covid-19 compliant and members of staff were fully supported when away from work. In July orders stabilised at a lower level and they have increased steadily since. Operating costs were reduced, ensuring that the Group remained profitable and cash generative throughout. Recessionary effects meant the Group finished the year with 13% fewer staff.

The ill-wind of the pandemic was mainly a challenge, but it also brought opportunities. Manufacturing equipment upgrades for productivity improvements were more easily carried out. Periods of lower demand are good times to change process control software, clean facilities and improve workflow. There was more time for skills training. It was also a good year for new product development, with some projects accelerating as technical staff were less drawn into daily production issues. New products have always been a focus at Porvair and the current pipeline is encouraging: new industrial process filters are in trials; wider applications have been found in superalloy filtration; and high volume life science filters for diagnostics are now in production and will need capacity expansion in early 2021. All of this will benefit the Group when demand recovers.

Porvair remains positioned to address global growth trends, some of which have been affected by the pandemic. While the near-term prospects for aerospace are more challenging than they have been in recent years, the outlook for laboratory sample preparation and diagnostics is much more positive. The fundamental drivers of Group demand remain in place: tightening environmental regulations; growth in analytical science; more carbon-efficient transportation; the replacement of plastic and steel by aluminium; and the drive for manufacturing process efficiency.

Porvair's strategic purpose remains the development of specialist filtration, laboratory and environmental technologies for the benefit of all stakeholders, and the Board has been mindful of the need to balance these obligations this year. This statement, and the full Environmental, Social and Governance ('ESG') report that accompanies it, set out how the Group has sought to benefit customers, staff, shareholders, pensioners, and communities in 2020.

Financial Results

 
                                    2020    2019   Change 
                                    GBPm    GBPm        % 
 Revenue                           135.0   144.9      (7) 
                                  ------  ------  ------- 
 Operating profit                   12.6    14.8     (15) 
                                  ------  ------  ------- 
 Adjusted operating profit*         13.6    15.6     (13) 
                                  ------  ------  ------- 
 Adjusted profit before tax*        12.6    14.8     (15) 
                                  ------  ------  ------- 
 Profit before tax                  11.6    14.0     (17) 
                                  ------  ------  ------- 
 Adjusted earnings per share*      21.6p   25.3p     (15) 
                                  ------  ------  ------- 
 Earnings per share                18.4p   23.6p     (22) 
                                  ------  ------  ------- 
 
 Cash generated from operations     13.2    16.8 
                                  ------  ------ 
 Net cash at 30 November             4.9     4.0 
                                  ------  ------ 
 

* see note 1 and note 3

Reported and constant currency revenue reduced by 7%. Profit before tax reduced by 17%. For the first time in many years the Group recorded significant adjusted items. The principal adjustments concern the release of provisions; impairment of tangible assets, principally in China; and charges related to redundancies. These are set out in full in note 1.

Adjusted profit before tax reduced by 15% and adjusted earnings per share reduced by 15% to 21.6 pence. The Group invested GBP4.2 million (2019: GBP14.1 million) in acquisitions and capital expenditure in 2020.

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

 
                                           5 years   10 years   15 years 
                                            CAGR*     CAGR*      CAGR* 
 Revenue growth                                 7%         8%         8% 
 Earnings per share growth                      3%        13%        11% 
 Adjusted earnings per share growth             6%        15%        13% 
                                          --------  ---------  --------- 
 
                                              GBPm       GBPm       GBPm 
 Cash from operations                         70.9      127.9      154.4 
 Investment in acquisitions and capital 
  expenditure                                 50.5       72.2       86.3 
                                          --------  ---------  --------- 
 

* Compound annual growth rate

Porvair's strategy and purpose is little changed since 2004, a period that now encompasses two recessions and many years of growth. This longer term record gives the Board confidence that the Group can show resilience in difficult times, and will return to growth when economies allow.

Strategic statement and business model

Porvair's strategic purpose is the development of 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: 45% of revenue was in the Americas; 26% in Asia; 18% 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, 47% of revenue was manufactured in the US, 31% in the UK, 17% in Continental Europe and 5% 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 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 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 for the first time with this statement, setting out:

   --      Porvair's ESG management framework and goals; 
   --      How the Group might address a net zero carbon future; 
   --      ESG metrics and results; and 
   --      How the Group has acted for the benefit of its stakeholders in 2020. 

Aerospace & Industrial

 
                               2020   2019   Change 
                               GBPm   GBPm        % 
 Revenue                       62.0   64.6      (4) 
                              -----  -----  ------- 
 
 Operating profit               8.0    8.2      (3) 
                              -----  -----  ------- 
 Adjusted operating profit*     6.3    8.5     (26) 
                              -----  -----  ------- 
 

* see note 2

The Aerospace & Industrial division designs and manufactures a wide range of specialist filtration products, demand for which grows as aerospace and industrial customers seek cleaner, safer or more efficient operations. Differentiation is achieved through design engineering; the development of intellectual property; and quality accreditations.

Revenue was lower by 4%, with a 19% reduction in aerospace revenue offset by a strong first full year from Royal Dahlman, which traded ahead of expectations in both its petrochemical and distribution businesses. UK industrial filtration capacity was upgraded during the year to support Royal Dahlman, where orders for flue gas emission filters in the first half of 2021 are strong. Long order lead times in the aerospace supply chain meant that aerospace revenue fell later in the year. Second half aerospace revenues were 29% lower than the same period in 2019, in line with wider industry metrics. Gasification revenues were GBP7.0 million (2019: GBP11.0 million), recognised in the first half of 2020. These will repeat, but irregularly and not necessarily in 2021. US general industrial had a mixed year but finished strongly, particularly in microelectronics and sintered products, for which the plant in Caribou, Maine, was extended and upgraded.

In such challenging circumstances, management acted to adjust costs and staff numbers reduced by 21% over the course of the year, mainly in the UK based aerospace business. The UK government Jobs Retention Scheme enabled the division to assess its response to falls in order patterns before making organisational changes or redundancies. During that time, all staff furloughed received their full salary and benefits. The Group has concluded that it should fund the impact of necessary restructuring in full and Job Retention Scheme payments received for employees made redundant have been returned. The Board sees this action as being consistent with its purpose of developing Porvair for the benefit of all stakeholders.

Laboratory

 
                                2020    2019   Change 
                                GBPm    GBPm        % 
 Revenue                        42.0    43.7      (4) 
 Inter segment revenue         (1.9)   (2.4) 
                              ------  ------  ------- 
 External revenue               40.1    41.3      (3) 
                              ------  ------  ------- 
 
 Operating profit                7.0     6.4        9 
                              ------  ------  ------- 
 Adjusted operating profit*      6.7     6.6        2 
                              ------  ------  ------- 
 

* see note 2

The Laboratory division has two operating businesses: Porvair Sciences (including J G Finneran) and Seal Analytical.

-- Porvair Sciences manufactures laboratory filters 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 in 2020 fell 4% with demand affected in the middle of the year by Covid-19 related shutdowns of environmental, academic and industrial laboratories.

Towards the end of the year demand rebounded strongly with sales from new products contributing well. Adjusted operating profit grew 2% as a result.

Clean room manufacturing capacity was increased in the US and laboratory space and equipment upgraded in the UK. Sales resources were added in Europe. Further expansion for the manufacturing of diagnostic components is underway with record orders received for the early part of 2021.

Metal Melt Quality

 
                                2020   2019   Change 
                                GBPm   GBPm        % 
 Revenue                        32.9   39.0     (16) 
                              ------  -----  ------- 
 Operating (loss)/ profit      (0.2)    2.8    (106) 
                              ------  -----  ------- 
 Adjusted operating profit*      2.8    2.8      (1) 
                              ------  -----  ------- 
 

* 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 was 16% lower than 2019, but adjusted operating profit was flat. This was well ahead of management's expectation and was achieved through tight cost control and a significantly better performance in China which saw 37% revenue growth. US operations used periods of lower demand to clean manufacturing facilities, improve workflow and upgrade process control software to a Group standard package. After a difficult year, which included restructuring costs and an impairment of the Chinese assets (see note 1), the division reported sequential growth between the third and fourth quarter and better order books into 2021.

Dividends and Pension

Consistent with its strategic purpose of developing Porvair for the benefit of all stakeholders, the Board has been mindful of the interests of shareholders and pensioners. The Company increased its deficit recovery payments to the Porvair Pension Plan to GBP1.6 million (2019: GBP1.0 million) per annum.

The Board re-affirms its progressive dividend policy and recommends a final dividend of 3.3 pence per share, a cost of GBP1.5 million (2019: 3.2 pence per share, a cost of GBP1.5 million). The full year dividend increases by 2% to 5.0 pence per share, a cost of GBP2.3 million (2019: 4.9 pence per share, a cost of GBP2.2 million). The Company had GBP17.9 million (2019: GBP19.2 million) of distributable reserves at 30 November 2020.

Staff

This has been a challenging year and the response of our staff to the many difficulties they have faced has been outstanding. Porvair believes in devolving management autonomy as far as possible and the actions taken by our management teams in looking after staff wellbeing have been exemplary. 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. We are fortunate to have colleagues around the Group who show such pragmatism and optimism at times like these and the Board is very grateful for the hard work, enthusiasm and dedication of all our staff.

Current trading and outlook

Until the pandemic recedes near-term trading remains unpredictable and the Group continues to withhold earnings guidance. But the results for the year turned out to be better than initially feared in our contingency planning. This was partly because the Group went into the pandemic financially sound and stable; and partly because the underlying growth drivers for most of the markets we serve remain in place, even though they are currently more volatile than usual. We expect demand for emissions control, clean water, process efficiency and laboratory consumables to revert to normal levels as economies allow. Certain end markets, aerospace in particular, may take longer to recover; while others, mainly in the Laboratory Division, are already rebounding strongly.

We entered 2021 with a strong balance sheet and a lower cost base than a year ago, which will be helpful while we wait for vaccinations to bring the pandemic under control. The next few months may continue to be difficult, but beyond that we are increasingly optimistic. Investments made over the last few years will help margins and the new product development pipeline is strong for the near term. Prospects for the medium term are good and Porvair should return to its historical levels of growth once the pandemic retreats.

Ben Stocks

Group Chief Executive

29 January 2021

Financial review

Group results

 
                       2020    2019   Change 
                       GBPm    GBPm        % 
 Revenue              135.0   144.9      (7) 
                     ------  ------  ------- 
 Operating profit      12.6    14.8     (15) 
                     ------  ------  ------- 
 Profit before tax     11.6    14.0     (17) 
                     ------  ------  ------- 
 Profit after tax       8.4    10.8     (22) 
                     ------  ------  ------- 
 

Reported and constant currency (see note 1) revenue fell 7%. Royal Dahlman contributed a full year for the first time. Excluding Royal Dahlman, revenue fell by 19%. Operating profit was GBP12.6 million (2019: GBP14.8 million) and profit before tax was GBP11.6 million (2019: GBP14.0 million). Profit after tax was GBP8.4 million (2019: GBP10.8 million).

Alternative performance measures - profit

 
                               2020   2019   Change 
                               GBPm   GBPm        % 
 Adjusted operating profit     13.6   15.6     (13) 
                              -----  -----  ------- 
 Adjusted profit before tax    12.6   14.8     (15) 
                              -----  -----  ------- 
 Adjusted profit after tax      9.9   11.6     (14) 
                              -----  -----  ------- 
 

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 GBP1.0 million (2019: GBP0.8 million) of net charges from operating profit. These are:

   --      the impact of acquiring businesses: 

o The amortisation of intangible assets arising on acquisition of businesses was GBP0.6 million (2019: GBP0.6 million);

o Other acquisition related adjustments to profit and loss related to acquiring businesses of GBP0.4 million credit (2019: GBP0.2 million charge). In 2020, the GBP0.4 million credit relates to the release of earnout contingent consideration (see note 12).

-- other items that are considered significant and where treatment as an adjusted item provides a more consistent assessment of the Group's trading:

o Restructuring costs of GBP2.2 million (2019: GBPnil) comprised redundancy costs and plant reconfigurations related to the impact of the Covid-19 pandemic, principally arising in the Aerospace & Industrial and Metal Melt Quality divisions;

o A net credit of GBP4.0 million (2019: GBPnil) related to the large gasification projects. Settlement of outstanding warranty issues and the cancellation of performance bonds has allowed the Group to release GBP5.1 million (2019: GBPnil) from its provisions. Related to the release, the Group has written off a GBP1.1 million (2019: GBPnil) receivable due over the next five years; and

o An impairment write down of tangible assets of GBP2.6 million (2019: GBPnil). GBP2.3 million results from the Board's review of Chinese operations taking a more prudent view of asset values based on changing geopolitical and international trade assumptions. GBP0.3 million of redundant fixed assets in Aerospace & Industrial have been written off.

Group operating performance

Revenue fell 7% and adjusted operating profit fell 13%. Adjusted operating margin was 10.1% (2019: 10.8%). Adjusted operating margins in the Aerospace & Industrial division were 10.1% (2019: 13.2%). Lower revenue from the second quarter, particularly in aerospace, drove down margins. Adjusted operating margins in the Laboratory division were 16.0% (2019: 15.1%). A switch to higher margin diagnostic equipment products and away from industrial products improved the margin in the second half. Metal Melt Quality operating margins increased to 8.5% (2019: 7.3%). Lower sales in the US led to lower US margins despite a strong operational performance but this was offset by a better performance in China. Adjusted Central costs reduced to GBP2.2 million (2019: GBP2.4 million).

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 rate used for translating the results of overseas operations were:

 
                                                    2020            2019 
 Average rate for translating the results: 
 US $ denominated operations                   $1.28:GBP       $1.27:GBP 
 Euro denominated operations                 EUR1.13:GBP     EUR1.14:GBP 
 
 Closing rate for translating the balance 
  sheet: 
 US $ denominated operations                   $1.34:GBP       $1.29:GBP 
 Euro denominated operations                 EUR1.12:GBP     EUR1.17:GBP 
 

The very similar average rates for the year used for translating the US dollar and Euro into Sterling meant that there was no significance difference between reported revenue and revenue at constant currency.

In the year, the Group sold $28.1 million (2019: $27.0 million) at an average rate of $1.30:GBP1 (2019: $1.28:GBP1) and EUR3.5 million (2019: EUR3.5 million) at an average rate of EUR1.15:GBP1 (2019: EUR1.14:GBP1).

At 30 November 2020, the Group had $1.3 million (2019: $9.9 million) of outstanding forward foreign exchange contracts; hedge accounting has been applied to $nil (2019: $8.6 million) of these contracts. The Group had $4.1 million (2019: $7.8 million) of net current assets on the UK operations' balance sheet.

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. Interest increased in the year to GBP1.0 million (2019: GBP0.8 million). The implementation of IFRS 16 for the first time this year resulted in an interest charge of GBP0.4 million (2019: GBPnil). The defined benefit pension scheme interest cost reduced to GBP0.3 million (2019: GBP0.4 million), bank interest and borrowing facilities non-utilisation fees were GBP0.3 million (2019: GBP0.3 million). The charge related to unwinding discounted provisions reduced to GBPnil (2019: GBP0.1 million).

Interest cover was 14 times (2019: 19 times). Interest cover on bank finance costs was 49 times (2019: 45 times).

Tax

The Group tax charge was GBP3.1 million (2019: GBP3.2 million). The tax charge on the adjusting items was GBP0.5 million and the tax on the adjusted profit before tax was GBP2.6 million. This is an effective rate of 19% (2019: 23%), in line with the UK standard corporate tax rate of 19.0% (2019: 19.0%). The tax rate in the UK was lower than the standard rate because of tax relief on the exercise of share options. US tax was at an effective rate of 22% (2019: 23%) and in the Netherlands it was 20% (2019: 22%). The Group tax rate was pushed up by profits made in Germany, which attract a 31% tax rate (2019: 30%). The tax rate is lower than the prior year because no further losses in China were incurred. In the prior year, the tax rate was increased by 2% because the Group did not take a tax credit relating to the losses arising in China.

The tax charge comprises current tax of GBP2.3 million (2019: GBP2.6 million) and a deferred tax charge of GBP0.8 million (2019: GBP0.6 million).

The Group has current tax provisions of GBP0.2 million (2019: GBP0.6 million). The current tax provision includes GBP1.0 million (2019: GBP1.2 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 GBP2.6 million (2019: GBP2.4 million) and a deferred tax liability of GBP2.8 million (2019: GBP2.6 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 arising in the US and on acquired intangibles in the Netherlands.

Total equity and distributable reserves

Total equity at 30 November 2020 was GBP98.2 million (2019: GBP95.3 million), an increase of 3% over the prior year.

Increases in total equity arose from: profit after tax of GBP8.4 million (2019: GBP10.8 million); employee share option schemes net of tax of GBP0.1 million (2019: GBP0.7 million); and GBP0.4 million (2019: GBP0.6 million) arising on the proceeds of the issue of shares on share option exercises.

Reductions in total equity arose from: dividends paid of GBP2.3 million (2019: GBP2.1 million); purchases by the Employee Benefit Trust of the Company's own shares charged directly to equity of GBP0.7 million (2019: GBP0.6 million); a pension scheme actuarial loss (net of tax) of GBP1.3 million (2019: GBP2.3 million); and exchange losses (net of tax) on translation of GBP1.7 million (2019: GBP1.1 million).

The Company had GBP17.9 million (2019: GBP19.2 million) of distributable reserves at 30 November 2020. The Company's distributable reserves increased in the year from dividends received from other Group companies, offset by an actuarial loss, head office costs, investment write downs and dividends paid to shareholders.

Return on capital employed

The Group's after tax return on capital employed of 12% (2019: 14%) gives a measure of the operating return the Group makes on all its invested capital. It fell in the year because of lower profitability and an increase in average capital employed of GBP5.2 million. The after tax return on operating capital employed of 28% (2019: 36%) gives a measure of the returns that the Group makes on its fixed assets and working capital. It fell in 2020 because of lower profitability and an increase in the average capital employed of GBP5.2 million mainly comprising the effect of a full year of ownership of Royal Dahlman. The Group's divisions have post-tax weighted average costs of capital of between 6% and 8%.

Cash flow

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

 
 Cash flow                                       2020    2019 
                                                 GBPm    GBPm 
 Operating cash flow before working capital       19.5    18.1 
 Working capital movement                        (6.3)   (1.3) 
 Cash generated from operating activities         13.2    16.8 
 Interest                                        (0.3)   (0.3) 
 Tax                                             (2.5)   (3.3) 
 Capital expenditure net of disposals            (3.6)   (4.3) 
                                               -------  ------ 
                                                   6.8     8.9 
 Acquisitions                                    (0.6)   (9.8) 
 Dividends                                       (2.3)   (2.1) 
 Share issue proceeds                              0.4     0.5 
 Purchase of EBT shares                          (0.7)   (0.6) 
 Increase in bank borrowings                       1.5     4.6 
 Repayment of right of use lease liabilities     (2.3)       - 
                                               -------  ------ 
 Net cash increase in the year                     2.8     1.5 
                                               -------  ------ 
 
 Net debt reconciliation                          2020    2019 
                                                  GBPm    GBPm 
 Net cash reported at 30 November                  4.0     6.6 
 IFRS 16 transition adjustment                  (15.2)       - 
                                               -------  ------ 
 Net cash at 1 December                         (11.2)     6.6 
 Increase in cash and cash equivalents             2.8     1.5 
 Increase of borrowings                          (1.5)   (4.6) 
 Decrease in lease liabilities                     1.8       - 
 Exchange (losses)/gains                         (0.6)     0.5 
 Net (debt)/cash at 30 November                  (8.7)     4.0 
                                               -------  ------ 
 Net cash and bank debt                            4.9     4.0 
 Lease liabilities                              (13.6)       - 
                                               -------  ------ 
 Net (debt)/cash at 30 November                  (8.7)     4.0 
                                               -------  ------ 
 

Generating free cash flow is key to the Group's business model and operating cash flow of GBP13.2 million (2019: GBP16.8 million) represented an 80% (2019: 89%) conversion rate of operating profit before depreciation and amortisation. Net working capital increased by GBP6.3 million (2019: GBP1.3 million). Receivables reduced by GBP4.1 million (2019: increase of GBP0.7 million) following good receivables collections and a weaker fourth quarter than the prior year. Inventories increased by GBP0.3 million (2019: GBP2.4 million). Inventories in the laboratory division increased by GBP0.8 million reflecting the strong order book and aerospace finished goods increased by GBP0.9 million, which will reduce as aerospace orders recover. Throughout the rest of the Group inventories reduced by GBP1.6 million. Payables and provisions reduced by GBP10.1 million (2019: increase of GBP1.7 million), GBP5.1 million from releasing provisions in the Aerospace & Industrial division, the reduction in other payables reflects reduced purchases in the final quarter, lower accruals and faster payments to suppliers.

Provisions, contingent liabilities and performance bonds

The Group has GBP4.6 million (2019: GBP9.8 million) of provisions for dilapidations and warranty risks. In December 2019, a $0.9 million (GBP0.7 million) performance bond was called by the customer, the amount was paid and charged to provisions. Subsequently progress has been made on resolving warranty risks and $5.0 million of performance bonds have lapsed. Consequently GBP5.1 million of provisions have been released. GBP0.7 million of warranty provisions have been created in relation to sales made in the year.

At 30 November 2020, 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:

 
                             $'000   EUR'000 
 Advanced payment bonds          -       162 
 Performance bonds           2,549       842 
 At 30 November 2020         2,549     1,004 
                            ------  -------- 
 
                             $'000   EUR'000 
 Performance bonds           8,534       638 
 At 30 November 2019         8,534       638 
                            ------  -------- 
 

The uncalled performance bonds are expected to be called or released no later than March 2023.

Capital expenditure

Capital expenditure was GBP3.6 million (2019: GBP4.3 million) in the year. Expenditure was spread across each division: GBP0.9 million (2019: 0.5 million plus GBP0.4 million brought into use in the year) was spent on buildings and infrastructure mainly to complete the 20,000 square feet of space in the Laboratory division in the US. GBP2.1 million (2019: GBP3.4 million) was spent on plant and machinery plus a further GBP1.0 million (2019: GBP0.5 million) in the course of construction last year brought into use this year. GBP0.5 million (2019: GBP0.1 million) was spent on equipment that is in the course of construction. GBP0.2 million (2019: GBP0.4 million) was spent on intangible assets including software upgrades and intellectual property costs.

Acquisitions

GBP0.6 million (2019: GBP9.8 million) was spent on acquisitions in the year, all in relation to earnout payments for Rohasys B.V. There are no earnout payments remaining.

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. A summary of the costs of pension provision is given below:

 
                                               2020   2019 
                                               GBPm   GBPm 
 Charged to operating costs: 
  Defined contribution schemes                  2.4    2.1 
  Defined benefit scheme                        0.7    0.6 
  Additional pension provision                  0.2      - 
  Pension protection levy                       0.1    0.1 
                                              -----  ----- 
 Total pensions charged to operating costs      3.4    2.8 
 Charged to interest payable: 
  Defined benefit scheme                        0.3    0.4 
                                              -----  ----- 
 Total pensions charged to interest payable     0.3    0.4 
                                              -----  ----- 
 Total pension costs                            3.7    3.2 
                                              -----  ----- 
 

The Group's cash contributions paid to The Plan were GBP2.2 million (2019: GBP1.6 million).

The Group's net retirement benefit obligation was GBP15.4 million (2019: GBP14.5 million). The Plan's liabilities increased to GBP48.6 million (2019: GBP45.2 million). The Plan's assets increased to GBP33.4 million (2019: GBP30.8 million). There were a further GBP0.3 million (2019: GBP0.1 million) of non-Plan liabilities.

The actuarial loss in the year of GBP2.0 million (2019: GBP2.7 million) net of GBP0.7 million (2019: GBP0.5 million) of tax was recognised in the statement of comprehensive income. The Plan's assets achieved an actuarial gain of GBP1.6 million (2019: GBP3.2 million). The experience loss of GBPnil (2019: GBP0.9 million) related to adjustments arising from the triennial valuation completed in 2019. The actuarial loss on the liabilities of GBP3.6 million (2019: GBP5.0 million) arose principally from changes to the discount rate used to value The Plan's liabilities and a change in the mortality assumption:

-- The discount rate reduced from 2.0% to 1.5%, as a result of lower AA bond yields, which accounted for GBP3.4 million in increased liabilities.

-- The mortality assumptions have been updated to incorporate the CMI 2019 Core Projection Model. This increased the life expectancy of 65 year old women by 0.2 years and men by 0.1 years. The liabilities increased by GBP0.2 million as a result.

The triennial actuarial valuation of The Plan determines the cash contributions that the Group makes to The Plan. A full actuarial valuation was completed in the year based on The Plan's position at 31 March 2018. Based on the valuation, the Group agreed to set the employer's contributions at 20.9% (previously 18.9%) of salary. The Group committed to making a GBP0.2 million annual contribution towards the running costs of The Plan from April 2019, which will increase by 3.5% per annum thereafter. The Group also committed to make additional annual contributions, to cover the past service deficit, of GBP1.6 million (previously GBP1.0 million) per annum from 1 December 2019 until 1 December 2028.

Borrowings and bank finance

At 30 November 2020, the Group had cash balances of GBP15.6 million (2019: GBP12.9 million) and borrowings of GBP10.7 million (2019: GBP8.9 million).

In 2017, the Group secured a five year revolving credit facility of EUR23 million (GBP20.4 million) with Barclays Bank plc and Handelsbanken plc. The facility has a margin over LIBOR of 1.5% and a non-utilisation fee of 0.4375%. The Group also has a GBP2.5 million overdraft facility provided by Barclays Bank plc. The financial covenants require the Group to maintain interest cover of 3.5 times and net debt to be less than 2.5 times EBITDA.

In May 2020, the Group received loan proceeds of $1.8 million (GBP1.4 million) from the Truist Bank under the Paycheck Protection Program ("PPP"). The PPP provides for loans to qualifying businesses which are forgivable after eight weeks provided the loan proceeds are used for eligible purposes and payroll levels are maintained. The Group had not taken forgiveness at the year end and the loan is treated as current borrowings in these accounts.

At 30 November 2020, the Group had net cash of GBP4.9 million (2019: GBP4.0 million), EUR11.1 million (GBP9.9 million) of unused facilities (2019: EUR13.3 million of unused facilities (GBP11.4 million)), and an unutilised overdraft facility of GBP2.5 million (2019: GBP2.5 million).

Adoption of IFRS 16

At 30 November 2020, the Group had right of use assets of GBP12.8 million (2019: GBPnil) and lease liabilities of GBP13.6 million (2019: GBPnil) arising as a result of adopting IFRS 16 for the first time in the year ended 30 November 2020.

Under IFRS 16, the Group's leases for property, plant and equipment previously treated as operating leases were brought on to the balance sheet from 1 December 2019. GBP14.6 million of right of use assets and GBP15.2 million of discounted lease liabilities were recognised. A net GBP0.6 million of previously accrued and prepaid rent was eliminated. There was no change to opening reserves.

The profile of expenses related to leasing arrangements has changed. Straight line operating lease expenses have been replaced by a straight line depreciation of the right of use assets and interest charges on lease liabilities, which follow a reducing balance profile. Consequently, there will be earlier recognition of cost under IFRS 16 compared to the previous treatment under IAS 17. Over the lifetime of each lease there will be no change in the overall income statement impact or the cash paid out.

The adoption of IFRS 16 reduced adjusted profit before tax by GBP0.2 million and basic earnings per share by 0.4 pence per share. The adjustments are shown below:

 
                                                           2020              2020 
                                                       Adjusted          Adjusted 
                                                      operating     profit before 
                                                         profit               tax 
                                                           GBPm              GBPm 
 As reported                                               13.6              12.6 
 Operating lease rentals, removed from operating 
  costs                                                   (2.3)             (2.3) 
 Depreciation on leases - right of use assets, 
  added to operating costs                                  2.1               2.1 
 Interest on lease liabilities                                -               0.4 
                                                   ------------  ---------------- 
 Pre-IFRS 16                                               13.4              12.8 
                                                   ------------  ---------------- 
 

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.

International trade

The UK left the EU on 31 January 2020 and signed a trade agreement with the EU, which became effective on 31 December 2020. The Board does not expect the impact of this change in trading arrangements to be significant for the Group. The Board notes that revenues between the UK and Continental Europe were less than 10% of total revenues in 2020. 45% of Group revenue is manufactured in the US and higher US tariffs on China trade have had an effect on trading. A few customers in the US and China have switched back to domestic suppliers, and the Group has both won and lost accounts as a result. The net effect has been small.

Chris Tyler

Group Finance Director

29 January 2021

Consolidated income statement

For the year ended 30 November

 
                                             Note       2020       2019 
 Continuing operations                               GBP'000    GBP'000 
 Revenue                                      1,2    135,011    144,932 
 Cost of sales                                      (91,469)   (97,505) 
                                                   ---------  --------- 
 Gross profit                                         43,542     47,427 
 Distribution costs                                  (2,373)    (2,259) 
 Administrative expenses                            (28,612)   (30,381) 
------------------------------------------  -----  ---------  --------- 
 Adjusted operating profit                    1,2     13,571     15,592 
 Adjustments 
   Amortisation of acquired intangibles         1      (611)      (588) 
   Other acquisition related adjustments        1        442      (217) 
   Restructuring                                1    (2,246)          - 
   Settlement of project related 
    warranties                                  1      4,005          - 
   Impairment of tangible assets                1    (2,604)          - 
 Operating profit                             1,2     12,557     14,787 
 Finance income                                            1          7 
 Finance costs                                       (1,001)      (809) 
 Profit before income tax                     1,2     11,557     13,985 
------------------------------------------  -----  ---------  --------- 
 Adjusted income tax expense                         (2,642)    (3,220) 
 Tax effect of adjustments to 
  operating profit                              1      (472)          - 
                                                              --------- 
 Income tax expense                                  (3,114)    (3,220) 
 Profit for the year                                   8,443     10,765 
                                                   ---------  --------- 
 
 Profit attributable to: 
   Owners of the parent                                8,443     10,768 
   Non-controlling interests                               -        (3) 
                                                   ---------  --------- 
 Profit for the year                                   8,443     10,765 
                                                   ---------  --------- 
 
 Earnings per share (basic)                     3      18.4p      23.6p 
 Adjusted earnings per share 
  (basic)                                       3      21.6p      25.3p 
 
 Earnings per share (diluted)                   3      18.4p      23.5p 
 Adjusted earnings per share 
  (diluted)                                     3      21.6p      25.3p 
 

Consolidated statement of comprehensive income

For the year ended 30 November

 
                                                            2020       2019 
                                                         GBP'000    GBP'000 
 Profit for the year                                       8,443     10,765 
                                                       ---------  --------- 
 Other comprehensive (expense)/income: 
 Items that will not be reclassified to 
  profit and loss 
  Losses in defined benefit pension plans 
   net of tax                                            (1,334)    (2,278) 
                                                       ---------  --------- 
 Items that may subsequently be reclassified 
  to profit and loss 
  Exchange differences on translation of 
   foreign subsidiaries                                  (1,713)    (1,212) 
  Tax relating to components of other comprehensive 
   income                                                      -        149 
  Changes in fair value of forex contracts 
   held as a cash flow hedge                                (35)         35 
                                                       ---------  --------- 
                                                         (1,748)    (1,028) 
                                                       ---------  --------- 
 Net other comprehensive expense                         (3,082)    (3,306) 
                                                       ---------  --------- 
 Total comprehensive income for the year                   5,361      7,459 
                                                       ---------  --------- 
 
 Comprehensive income attributable to: 
  Owners of the parent                                     5,361      7,462 
  Non-controlling interests                                    -        (3) 
                                                       ---------  --------- 
 Total comprehensive income for the year                   5,361      7,459 
                                                       ---------  --------- 
 

Consolidated balance sheet

As at 30 November

 
                                     Note       2020       2019 
                                             GBP'000    GBP'000 
 Non-current assets 
 Property, plant and equipment          5     20,716       22,779 
 Right of use assets                    6     12,762            - 
 Goodwill and other intangible 
  assets                                7     70,039       71,512 
 Deferred tax asset                            2,614        2,360 
 Other receivables                                 -        1,048 
                                             106,131       97,699 
 Current assets 
 Inventories                                  23,355       23,197 
 Trade and other receivables                  20,674       24,153 
 Derivative financial instruments                 23           48 
 Cash and cash equivalents                    15,563       12,889 
                                           ---------  ----------- 
                                              59,615       60,287 
 
 Current liabilities 
 Trade and other payables               8   (20,197)     (25,989) 
 Current tax liabilities                       (192)        (564) 
 Borrowings                             9    (1,379)            - 
 Lease liabilities                      6    (2,007)            - 
 Provisions                            10    (4,365)      (9,526) 
                                            (28,140)     (36,079) 
 
 Net current assets                           31,475       24,208 
                                           ---------  ----------- 
 
 Non-current liabilities 
 Borrowings                             9    (9,303)      (8,875) 
 Deferred tax liability                      (2,839)      (2,588) 
 Retirement benefit obligations             (15,395)     (14,450) 
 Other payables                                    -        (417) 
 Lease liabilities                      6   (11,609)            - 
 Provisions                            10      (268)        (242) 
                                           ---------  ----------- 
                                            (39,414)     (26,572) 
                                           ---------  ----------- 
 Net assets                                   98,192       95,335 
                                           ---------  ----------- 
 
 Capital and reserves 
 Share capital                         11        923          921 
 Share premium account                 11     36,927       36,504 
 Cumulative translation reserve                7,645        9,358 
 Retained earnings                            52,697       48,552 
                                           ---------  ----------- 
 Equity attributable to owners 
  of the parent                               98,192       95,335 
 Total equity                                 98,192       95,335 
                                           ---------  ----------- 
 

Consolidated cash flow statement

For the year ended 30 November

 
                                                 Note       2020       2019 
                                                         GBP'000    GBP'000 
 Cash flows from operating activities 
 Cash generated from operations                    14     13,220     16,758 
 Interest paid                                             (347)      (343) 
 Tax paid                                                (2,551)    (3,256) 
                                                       ---------  --------- 
 Net cash generated from operating 
  activities                                              10,322     13,159 
                                                       ---------  --------- 
 
 Cash flows from investing activities 
 Interest received                                             1          7 
 Acquisition of subsidiaries (net of 
  cash acquired)                                   12      (588)    (9,761) 
 Purchase of property, plant and equipment          5    (3,458)    (3,943) 
 Purchase of intangible assets                      7      (166)      (363) 
 Net cash used in investing activities                   (4,211)   (14,060) 
                                                       ---------  --------- 
 
 Cash flows from financing activities 
 Proceeds from issue of ordinary share 
  capital                                          11        425        550 
 Purchase of Employee Benefit Trust 
  shares                                                   (726)      (623) 
 Receipt of Payment Protection Plan                        1,507          - 
  loan 
 Increase in borrowings                                        -      4,648 
 Dividends paid to shareholders                     4    (2,253)    (2,146) 
 Repayment of right of use lease liabilities        6    (2,297)          - 
 Net cash (used in)/from financing 
  activities                                             (3,344)      2,429 
                                                       ---------  --------- 
 
 Net increase in cash and cash equivalents                 2,767      1,528 
 Exchange losses on cash and cash equivalents               (93)      (131) 
                                                       ---------  --------- 
                                                           2,674      1,397 
 Cash and cash equivalents at 1 December                  12,889     11,492 
                                                       ---------  --------- 
 Cash and cash equivalents at 30 November                 15,563     12,889 
                                                       ---------  --------- 
 

Reconciliation of net cash flow to movement in net cash

 
                                                   2020       2019 
                                                GBP'000    GBP'000 
 Net funds at 30 November 2019                    4,014      6,625 
 IFRS 16 adjustment for lease liabilities      (15,218)          - 
                                              ---------  --------- 
 Net (debt)/funds at 1 December 2019           (11,204)      6,625 
 Net increase in cash and cash equivalents        2,767      1,528 
 Decrease in lease liabilities                    1,778          - 
 Increase in borrowings                         (1,507)    (4,648) 
 Effects of exchange rate changes                 (569)        509 
 Net (debt)/funds at 30 November                (8,735)      4,014 
                                              ---------  --------- 
 
 
 Net cash and bank debt                 4,881   4,014 
 Lease liabilities                   (13,616)       - 
 Net (debt)/funds at 30 November      (8,735)   4,014 
                                    ---------  ------ 
 

Consolidated statement of changes in equity

 
                                                             Share    Cumulative                           Non-controlling 
                                                   Share   premium   translation    Retained                      interest 
                                                 capital   account       reserve    earnings       Total           GBP'000       Total 
                                                 GBP'000   GBP'000       GBP'000     GBP'000     GBP'000                       GBP'000 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Balance at 30 November 
  2018                                               917    35,958        10,570      42,024      89,469                 3      89,472 
 IFRS 15 adjustment                                    -         -             -        (57)        (57)                 -        (57) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Balance at 1 December 
  2018                                               917    35,958        10,570      41,967      89,412                 3      89,415 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Profit for the year                                   -         -             -      10,768      10,768                 -      10,768 
 Other comprehensive 
  income                                               -         -       (1,212)     (2,094)     (3,306)                 -     (3,306) 
 Total comprehensive 
  income for the year                                  -         -       (1,212)       8,674       7,462                 -       7,462 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Transactions with owners: 
 Consideration paid 
  for purchase of own 
  shares (held in trust)                               -         -             -       (623)       (623)                 -       (623) 
 Employee share option 
  schemes: 
 
   *    value of employee services net of tax          -         -             -         680         680                 -         680 
 Proceeds from shares 
  issued                                               4       546             -           -         550                 -         550 
 Dividends paid (note 
  4)                                                   -         -             -     (2,146)     (2,146)                 -     (2,146) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Total transactions 
  with owners recognised 
  directly in equity                                   4       546             -     (2,089)     (1,539)                 -     (1,539) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Adjustment arising 
  from change in non-controlling 
  interest                                             -         -             -           -           -               (3)         (3) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Balance at 30 November 
  2019                                               921    36,504         9,358      48,552      95,335                 -      95,335 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Profit for the year                                   -         -             -       8,443       8,443                 -       8,443 
 Other comprehensive 
  expense                                              -         -       (1,713)     (1,369)     (3,082)                 -     (3,082) 
 Total comprehensive 
  (expense)/income for 
  the year                                             -         -       (1,713)       7,074       5,361                 -       5,361 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Transactions with owners: 
 Consideration paid 
  for purchase of own 
  shares (held in trust)                               -         -             -       (726)       (726)                 -       (726) 
 Employee share option 
  schemes: 
 
   *    value of employee services net of tax          -         -             -          50          50                 -          50 
 Proceeds from shares 
  issued                                               2       423             -           -         425                 -         425 
 Dividends paid (note 
  4)                                                   -         -             -     (2,253)     (2,253)                 -     (2,253) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Total transactions 
  with owners recognised 
  directly in equity                                   2       423             -     (2,929)     (2,504)                 -     (2,504) 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 Balance at 30 November 
  2020                                               923    36,927         7,645      52,697      98,192                 -      98,192 
                                               ---------  --------  ------------  ----------  ----------  ----------------  ---------- 
 

Notes

   1.             Alternative performance measures 

The Group uses adjusted figures as alternative performance measures in addition to those reported under IFRS, as management believe that these measures provide a useful analysis of trends in underlying performance between divisions and compared with prior periods.

Alternative revenue measures

 
                                     2020      2019   Growth 
 Aerospace & Industrial           GBP'000   GBP'000        % 
 Underlying revenue                48,474    60,036     (19) 
 Acquisitions                      11,313     2,452 
                                 --------  --------  ------- 
 Revenue at constant currency      59,787    62,488      (4) 
 Exchange                           2,193     2,155 
 Revenue as reported               61,980    64,643      (4) 
                                 --------  --------  ------- 
 
 Laboratory 
 Revenue at constant currency      37,829    38,853      (3) 
 Exchange                           2,298     2,427 
                                 --------  --------  ------- 
 Revenue as reported               40,127    41,280      (3) 
                                 --------  --------  ------- 
 
 Metal Melt Quality 
 Revenue at constant currency      30,020    35,377     (15) 
 Exchange                           2,884     3,632 
                                 --------  --------  ------- 
 Revenue as reported               32,904    39,009     (16) 
                                 --------  --------  ------- 
 
 Group 
 Underlying revenue               116,323   134,266     (13) 
 Acquisitions                      11,313     2,452 
                                 --------  --------  ------- 
 Revenue at constant currency     127,636   136,718      (7) 
 Exchange                           7,375     8,214 
                                 --------  --------  ------- 
 Revenue as reported              135,011   144,932      (7) 
                                 --------  --------  ------- 
 

Revenue at constant currency is derived from translating overseas subsidiaries results at budgeted fixed exchange rates. In 2020 and 2019 the rates used were $1.4:GBP and EUR1.2:GBP, compared with reported rates of $1.28:GBP1 (2019: $1.27:GBP1) and EUR1.13:GBP1 (2019: EUR1.14:GBP1).

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

   1.             Alternative performance measures continued 

Alternative profit measures

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

 
                               2020                                   2019 
              Adjusted         Adjustments   Reported   Adjusted   Adjustments   Reported 
               GBP'000             GBP'000    GBP'000    GBP'000       GBP'000    GBP'000 
 Operating profit         13,571   (1,014)     12,557     15,592         (805)     14,787 
 Finance income                1         -          1          7             -          7 
 Finance costs           (1,001)         -    (1,001)      (809)             -      (809) 
 Profit before 
  income tax              12,571   (1,014)     11,557     14,790         (805)     13,985 
 Income tax expense      (2,642)     (472)    (3,114)    (3,220)             -    (3,220) 
                        --------  --------  ---------  ---------  ------------  --------- 
 Profit after tax          9,929   (1,486)      8,443     11,570         (805)     10,765 
                        --------  --------  ---------  ---------  ------------  --------- 
 
 
 
                                                   2020      2019 
                                                GBP'000   GBP'000 
 Amortisation of acquired intangibles             (611)     (588) 
 Other acquisition related adjustments              442     (217) 
 Restructuring                                  (2,246)         - 
 Settlement of project related warranties         4,005         - 
 Impairment of tangible assets                  (2,604)         - 
 Adjustments affecting operating profit         (1,014)     (805) 
                                            -----------  -------- 
 
 Tax effect of adjustments                        (472)         - 
 Total adjusting items                          (1,486)     (805) 
                                            -----------  -------- 
 

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:

   --      the impact of acquiring businesses: 

o The amortisation of intangible assets arising on acquisition of businesses was GBP0.6 million (2019: GBP0.6 million).

o Other acquisitions related to adjustments to profit and loss related to acquiring businesses of GBP0.4 million credit (2019: GBP0.2 million charge). In 2020, the GBP0.4 million credit relates to the release of earnout contingent consideration (see note 12).

-- other items that are considered significant and where treatment as an adjusted item provides a more consistent assessment of the Group's trading:

o Restructuring costs of GBP2.2 million (2019: GBPnil) included redundancy costs and plant reconfigurations related to the impact of the Covid-19 pandemic;

o A net release of GBP4.0 million (2019: GBPnil) related to the large gasification projects. Settlement of outstanding warranty issues and the cancellation of performance bonds has allowed the Group to release GBP5.1 million (2019: GBPnil) from its provisions. Related to the release, the Group has written off a GBP1.1 million (2019: GBPnil) receivable due over the next five years; and

o An impairment write down of assets of GBP2.6 million (2019: GBPnil). GBP2.3 million results from the Board's review of Chinese operations taking a more prudent view of asset values based on changing geopolitical and international trade assumptions. GBP0.3 million of redundant fixed assets in Aerospace & Industrial have been written off.

Return on capital employed

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

-- return on capital employed of 12% (2019: 14%) 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 28% (2019: 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 pension deficit to give a measure of the operating capital.

   2.             Segment information 

The segmental analyses of revenue, operating profit/(loss), segment assets and liabilities, and geographical analyses of revenue are set out below:

 
 2020                           Aerospace   Laboratory   Metal Melt     Central       Group 
                             & Industrial                   Quality 
                                  GBP'000      GBP'000      GBP'000     GBP'000     GBP'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 
 Amortisation of 
  acquired intangibles              (467)        (144)            -           -       (611) 
 Other acquisition 
  related adjustments                   -          442            -           -         442 
 Restructuring                    (1,566)         (55)        (625)           -     (2,246) 
 Settlement of 
  project related 
  warranties                        4,005            -            -           -       4,005 
 Impairment of 
  tangible assets                   (267)            -      (2,337)           -     (2,604) 
 Operating profit/(loss)            7,984        6,961        (159)     (2,229)      12,557 
 Interest payable 
  and similar charges                   -            -            -     (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 
                           --------------  -----------  -----------  ----------  ---------- 
 
 
 2019                           Aerospace   Laboratory   Metal Melt     Central      Group 
                             & Industrial                   Quality 
                                  GBP'000      GBP'000      GBP'000     GBP'000    GBP'000 
 Total segment 
  revenue                          64,696       43,654       39,011           -    147,361 
 Inter-segment 
  revenue                            (53)      (2,374)          (2)           -    (2,429) 
                           --------------  -----------  -----------  ----------  --------- 
 Revenue                           64,643       41,280       39,009           -    144,932 
                           --------------  -----------  -----------  ----------  --------- 
 
 Adjusted operating 
  profit/(loss)                     8,527        6,597        2,845     (2,377)     15,592 
 Amortisation of 
  acquired intangibles              (337)        (251)            -           -      (588) 
 Other acquisition 
  related adjustments                   -           36            -       (253)      (217) 
-------------------------  --------------  -----------  -----------  ----------  --------- 
 Operating profit/(loss)            8,190        6,382        2,845     (2,630)     14,787 
 Interest payable 
  and similar charges                   -            -            -       (802)      (802) 
                           --------------  -----------  -----------  ----------  --------- 
 Profit/(loss) 
  before income 
  tax                               8,190        6,382        2,845     (3,432)     13,985 
 Income tax expense                     -            -            -     (3,220)    (3,220) 
 Profit/(loss) 
  for the year                      8,190        6,382        2,845     (6,652)     10,765 
                           --------------  -----------  -----------  ----------  --------- 
 
   2.             Segment information continued 

Other Group operations are included in "Central". These mainly comprise Group corporate expenditure such as head office and Board costs, new business development and general financial costs.

Segment assets and liabilities

 
 At 30 Nov 2020               Aerospace   Laboratory   Metal Melt      Central        Group 
                           & Industrial                 Quality 
                                GBP'000      GBP'000      GBP'000      GBP'000      GBP'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) 
 Bank overdraft 
  and loans                           -            -            -     (10,682)     (10,682) 
                         --------------  -----------  -----------  -----------  ----------- 
 Total liabilities             (22,013)     (11,875)      (5,548)     (28,118)     (67,554) 
                         --------------  -----------  -----------  -----------  ----------- 
 
 
 At 30 Nov 2019               Aerospace   Laboratory   Metal Melt      Central        Group 
                           & Industrial                 Quality 
                                GBP'000      GBP'000      GBP'000      GBP'000      GBP'000 
 Segmental assets                73,000       38,289       31,310        2,498      145,097 
 Cash and cash 
  equivalents                         -            -            -       12,889       12,889 
                         --------------  -----------  -----------  -----------  ----------- 
 Total assets                    73,000       38,289       31,310       15,387      157,986 
                         --------------  -----------  -----------  -----------  ----------- 
 
 Segmental liabilities         (23,721)      (9,653)      (4,243)      (1,709)     (39,326) 
 Retirement 
  benefit obligations                 -            -            -     (14,450)     (14,450) 
 Bank overdraft 
  and loans                           -            -            -      (8,875)      (8,875) 
                         --------------  -----------  -----------  -----------  ----------- 
 Total liabilities             (23,721)      (9,653)      (4,243)     (25,034)     (62,651) 
                         --------------  -----------  -----------  -----------  ----------- 
 

Geographical analysis

 
                                        2020                         2019 
                             By destination   By origin   By destination   By origin 
                                    GBP'000     GBP'000          GBP'000     GBP'000 
 Revenue 
 United Kingdom                      13,990      41,343           16,394      50,058 
 Continental Europe                  24,136      23,118           21,844      13,543 
 United States of America            54,121      63,811           67,214      75,336 
 Other NAFTA                          5,296           -            2,310           - 
 South America                        1,883           -            2,038           - 
 Asia                                34,562       6,739           33,847       5,995 
 Africa                               1,023           -            1,285           - 
                            ---------------  ----------  ---------------  ---------- 
                                    135,011     135,011          144,932     144,932 
                            ---------------  ----------  ---------------  ---------- 
 
   3.             Earnings per share 
 
                                             2020                                   2019 
 Total                        Earnings      Weighted   Per share   Earnings      Weighted   Per share 
                                             average      amount                  average      amount 
                                              number                            number of 
                               GBP'000     of shares     (pence)    GBP'000        shares     (pence) 
 Earnings attributable 
  to ordinary shareholders       8,443                               10,768 
 Shares in issue                          46,171,382                           45,871,417 
 Shares owned by 
  the Employee Benefit 
  Trust                                    (208,375)                            (183,308) 
                             ---------  ------------  ----------  ---------  ------------  ---------- 
 Basic earnings                  8,443    45,963,007        18.4     10,768    45,688,109        23.6 
 Effect of dilutive 
  securities - share 
  options                            -        21,666           -          -        47,240       (0.1) 
                             ---------  ------------  ----------  ---------  ------------  ---------- 
 Diluted earnings                8,443    45,984,673        18.4     10,768    45,735,349        23.5 
                             ---------  ------------  ----------  ---------  ------------  ---------- 
 
 
                                            2020                                2019 
 Adjusted                     Earnings     Weighted   Per share   Earnings     Weighted   Per share 
                                            average      amount                 average      amount 
                                             number                           number of 
                               GBP'000    of shares     (pence)    GBP'000       shares     (pence) 
 Earnings attributable 
  to ordinary shareholders       8,443                              10,768 
 Adjusting items 
  (note 1)                       1,486                                 805 
                             ---------  -----------  ----------  ---------  -----------  ---------- 
 Adjusted earnings 
  attributable to 
  ordinary shareholders          9,929                              11,573 
                             ---------  -----------  ----------  ---------  -----------  ---------- 
 Adjusted basic 
  earnings                       9,929   45,963,007        21.6     11,573   45,688,109        25.3 
 Adjusted diluted 
  earnings                       9,929   45,984,673        21.6     11,573   45,735,349        25.3 
                             ---------  -----------  ----------  ---------  -----------  ---------- 
 
   4.             Dividends per share 
 
                                 2020                  2019 
                          Per share   GBP'000   Per share   GBP'000 
 Final dividend paid           3.2p     1,472        3.0p     1,368 
 Interim dividend paid         1.7p       781        1.7p       778 
                         ----------  --------  ----------  -------- 
                               4.9p     2,253        4.7p     2,146 
                         ----------  --------  ----------  -------- 
 

The Directors recommend the payment of a final dividend of 3.3 pence per share (2019: 3.2 pence per share) on 4 June 2021 to shareholders on the register on 30 April 2021; the ex-dividend date is 29 April 2021. This makes a total dividend for the year of 5.0 pence per share (2019: 4.9 pence per share).

   5.            Property, plant and equipment 
 
                           Land and           Assets in           Plant,    Total 
                           buildings         the course        machinery 
                                        of construction    and equipment 
 Cost                        GBP'000            GBP'000          GBP'000   GBP'000 
 At 1 December 2019           11,937              1,388           41,809    55,134 
 Reclassification                  -              (981)              981         - 
 Additions                       854                466            2,138     3,458 
 Disposals                         -                  -          (1,355)   (1,355) 
 Exchange differences          (242)               (15)            (546)     (803) 
 At 30 November 2020          12,549                858           43,027    56,434 
                         -----------  -----------------  ---------------  -------- 
 
 
 Depreciation 
 At 1 December 2019       (3,694)   -   (28,661)   (32,355) 
 Charge for the year        (401)   -    (2,398)    (2,799) 
 Impairment charge              -   -    (2,261)    (2,261) 
 Disposals                      -   -      1,217      1,217 
 Exchange differences          73   -        407        480 
 At 30 November 2020      (4,022)   -   (31,696)   (35,718) 
                         --------      ---------  --------- 
 
 
 Net book value 
 At 30 November 2020     8,527     858   11,331   20,716 
                        ------  ------  -------  ------- 
 At 30 November 2019     8,243   1,388   13,148   22,779 
                        ------  ------  -------  ------- 
 
   6.             Right of use assets and lease liabilities 
 
                              Land and           Plant,    Total 
                             buildings        machinery 
                                          and equipment 
 Cost                          GBP'000          GBP'000   GBP'000 
 At 30 November 2019                 -                -         - 
 IFRS 16 transition 
  adjustment                    14,055              534    14,589 
                           -----------  ---------------  -------- 
 At 1 December 2019             14,055              534    14,589 
 New leases                          5              170       175 
 Exit from leases                 (44)             (69)     (113) 
 Exchange differences              145               14       159 
 At 30 November 2020            14,161              649    14,810 
                           -----------  ---------------  -------- 
 
 
 Depreciation 
 At 1 December 2019               -       -         - 
 Charge for the year        (1,876)   (179)   (2,055) 
 Exit from leases                 -      34        34 
 Exchange differences          (24)     (3)      (27) 
 At 30 November 2020        (1,900)   (148)   (2,048) 
                           --------  ------  -------- 
 
 
 Net book value 
 At 30 November 2020       12,261   501   12,762 
                          -------  ----  ------- 
 At 30 November 2019            -     -        - 
                          -------  ----  ------- 
 
   6.             Right of use assets and lease liabilities - continued 
 
 Lease liabilities                          Total 
                                          GBP'000 
 At 30 November 2019                            - 
 IFRS 16 transition adjustment           (15,218) 
                                       ---------- 
 At 1 December 2019                      (15,218) 
 New leases                                 (175) 
 Exit from leases                              93 
 Lease repayments                           2,297 
 Interest on lease liabilities              (437) 
 Exchange differences                       (176) 
 Net book value at 30 November 2020      (13,616) 
                                       ---------- 
 
 Repayable within one year                (2,007) 
 Repayable after one year                (11,609) 
 Net book value at 30 November 2020      (13,616) 
                                       ---------- 
 
   7.             Goodwill and other intangible assets 
 
                                                                       Trademarks, 
                                        Development                        knowhow 
                                        expenditure        Software      and other 
                           Goodwill     capitalised     capitalised    intangibles      Total 
                            GBP'000         GBP'000         GBP'000        GBP'000    GBP'000 
 Net book amount 
  at 1 December 
  2019                       65,668             154             805          4,885     71,512 
 Additions                        -               -             166              -        166 
 Amortisation 
  charges                         -            (70)           (166)          (671)      (907) 
 Exchange differences         (797)             (2)              13             54      (732) 
                        ----------- 
 Net book amount 
  at 30 November 
  2020                       64,871              82             818          4,268     70,039 
                        -----------  --------------  --------------  -------------  --------- 
 
 
 At 30 November                                                   Trademarks, 
  2020                             Development                        knowhow 
                                   expenditure        Software      and other 
                      Goodwill     capitalised     capitalised    intangibles        Total 
                       GBP'000         GBP'000         GBP'000        GBP'000      GBP'000 
 Cost                   83,509             894           1,803          7,484       93,690 
 Accumulated 
  amortisation 
  and impairment      (18,638)           (812)           (985)        (3,216)     (23,651) 
 Net book amount        64,871              82             818          4,268       70,039 
                   -----------  --------------  --------------  -------------  ----------- 
 
   8.             Trade and other payables 
 
                                               2020       2019 
   Amounts falling due within one year:     GBP'000    GBP'000 
 Trade payables                              10,353     14,728 
 Taxation and social security                 1,060      1,016 
 Other payables                                 950        897 
 Accruals and contract liabilities            7,834      9,348 
 At 30 November                              20,197     25,989 
                                          ---------  --------- 
 
   9.             Borrowings 

On 24 May 2017, the Group agreed a five year revolving credit facility of EUR23 million (GBP20 million) with Barclays Bank plc and Handelsbanken plc. The Group also has a GBP2.5 million overdraft facility provided by Barclays Bank plc.

In May 2020, the Group received loan proceeds of $1,841,000 from the Truist Bank, North Carolina under the Paycheck Protection Program ("PPP"). The loan bears interest at 1% per annum, with a deferral of payments until the US Small Business Administration, implementing the PPP, has made a final decision on the forgiveness of the loan, as set out in the "Flexibility Act", an amendment to the CARES Act.

At 30 November 2020, the Group had EUR11.1 million of unused facilities (2019: EUR13.3 million of unused facilities) and an unutilised overdraft facility of GBP2.5 million (2019: GBP2.5 million).

   10.          Provisions 
 
                                         Dilapidations   Warranty     Total 
                                        --------------  ---------  -------- 
                                               GBP'000    GBP'000   GBP'000 
 At 1 December 2019                                242      9,526     9,768 
 Charged 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 reserve                                    -        (2)       (2) 
                                        --------------  ---------  -------- 
 At 30 November 2020                               268      4,365     4,633 
                                        --------------  ---------  -------- 
 
 
                                         Dilapidations   Warranty     Total 
                                        --------------  ---------  -------- 
                                               GBP'000    GBP'000   GBP'000 
 At 30 November 2018                               219        506       725 
 Recognised on adoption of 
  IFRS 15                                            -      8,187     8,187 
                                        --------------  ---------  -------- 
 At 1 December 2018                                219      8,693     8,912 
 Acquired                                            -        136       136 
 Charged to the consolidated 
  income statement: 
 
        *    Unwinding of discount                  23          -        23 
 
        *    Warranty charge                         -        801       801 
 Utilised: 
 
        *    Warranty                                -       (96)      (96) 
 Exchange reserve                                    -        (8)       (8) 
                                        --------------  ---------  -------- 
 At 30 November 2019                               242      9,526     9,768 
                                        --------------  ---------  -------- 
 
 
                                          2020      2019 
                                       GBP'000   GBP'000 
 Current                                 4,365     9,526 
 Non-current                               268       242 
                                      -------- 
 Net book value at 30 November 2020      4,633     9,768 
                                      --------  -------- 
 

Provisions arise from potential claims on major contracts, discounted dilapidations provision for leased property, which is expected to be required in 2023, and sale warranties which expire by 2021. The amount charged in the year of GBP652,000 (2019: GBP801,000) arose on additional sales made in the year.

   10.          Provisions - continued 

In December 2019, a US$0.9 million (GBP0.7 million) performance bond was called by the customer, the amount was paid and charged to provisions. Subsequently, progress has been made on resolving warranty risks and US$5.0 million of performance bonds have lapsed. Consequently GBP5.1 million of provisions are no longer considered necessary and have been released.

   11.          Share capital and premium 
 
                             Number   Ordinary   Share premium     Total 
                          of shares     shares         account 
                          Thousands    GBP'000         GBP'000   GBP'000 
 At 1 December 2019          46,041        921          36,504    37,425 
 Issue of shares on 
  exercise of share 
  options                       115          2             423       425 
 At 30 November 2020         46,156        923          36,927    37,850 
                        -----------  ---------  --------------  -------- 
 

In February, October and November 2020, 114,501 ordinary shares of 2 pence each were issued on the exercise of Save As You Earn share options for cash consideration of GBP425,000.

The Group uses an Employee Benefit Trust (EBT) to purchase shares in the Company to satisfy entitlements, granted since the Company's AGM in 2015, under the Group's Long Term Incentive Plan. The EBT has waived its rights to dividends. During the year, the Group purchased 120,000 ordinary shares of 2 pence each (2019: 114,000) for a total consideration of GBP728,000 (2019: GBP623,000). During the year the EBT issued 129,700 ordinary shares of 2 pence each (2019: 164,600) to satisfy the exercise of Long Term Share Plan share options. The cost of the shares held by the EBT is deducted from retained earnings. The EBT is financed by a repayable-on-demand loan from the Group of GBP2,317,000 (2019: GBP1,592,000). As at 30 November 2020, the EBT held a total of 135,700 ordinary shares of 2 pence each (2019: 145,400) at a cost of GBP772,000 (2019: GBP773,000) and a market value of GBP733,000 (2019: GBP878,000).

   12.          Deferred and contingent consideration on acquisitions 
 
                            Rohasys     Total 
                            GBP'000   GBP'000 
 At 1 December 2019             948       948 
 Cash paid in the year        (588)     (588) 
 Release of contingent 
  consideration               (442)     (442) 
 Release of discount             43        43 
 Exchange movements              39        39 
                           --------  -------- 
 At 30 November 2020              -         - 
                           --------  -------- 
 
 
 Included within other payables                              2020        2019 
                                                          GBP'000     GBP'000 
 Deferred and contingent consideration - current                 -        531 
 Deferred and contingent consideration - non-current             -        417 
 At 30 November                                                  -        948 
                                                       -----------  --------- 
 
   13.          Contingent liabilities 

At 30 November 2020, the Group had the following advanced payment bonds (relating to monies received in advance on contracts) and performance bonds:

 
                             $'000   EUR'000 
 Advanced payment bonds          -       162 
 Performance bonds           2,549       842 
 At 30 November 2020         2,549     1,004 
                            ------  -------- 
 
 
                          $'000   EUR'000 
 Performance bonds        8,534       638 
 At 30 November 2019      8,534       638 
                         ------  -------- 
 

$2,520,000 (2019: $8,478,000) 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 GBP4.4 million warranty provisions disclosed in note 10. The maximum potential unprovided exposure under these contracts is limited to GBP9.7 million. In December 2019, a $930,000 performance bond was called by a customer, paid and cancelled. The uncalled performance bonds are expected to be called or released no later than March 2023.

   14.          Cash generated from operations 
 
                                                      2020       2019 
                                                   GBP'000    GBP'000 
 Operating profit                                   12,557     14,787 
 Post-employment benefits                          (1,288)    (1,003) 
 Fair value movement of derivatives through 
  profit and loss                                     (10)       (52) 
 IFRS 15 adjustment                                      -       (88) 
 Share based payments                                   89        585 
 Depreciation and amortisation of property, 
  plant and equipment, and intangibles               3,706      3,743 
 Depreciation of right of use assets                 2,055          - 
 Impairment of property, plant and equipment         2,261          - 
 Loss on disposal of property, plant and 
  equipment and intangibles                            162        122 
 Operating cash flows before movement in 
  working capital                                   19,532     18,094 
                                                 ---------  --------- 
 Increase in inventories                             (276)    (2,351) 
 Decrease/(increase) in trade and other 
  receivables                                        4,139      (707) 
 Decrease in payables                              (5,084)    (7,209) 
 (Decrease)/increase in provisions                 (5,091)      8,931 
 Increase in working capital                       (6,312)    (1,336) 
                                                 ---------  --------- 
 Cash generated from operations                     13,220     16,758 
                                                 ---------  --------- 
 
   15.          Basis of preparation 

The results for the year ended 30 November 2020 have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union as at 30 November 2020. 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 2020, 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 2019, upon which the auditors reported without qualification, have been delivered to the Registrar of Companies.

   16.          Annual general meeting 

The Company's Annual General Meeting will be held at 11.00 a.m. on Tuesday 20 April 2021 at the offices of Porvair plc, 7 Regis Place, King's Lynn, PE30 2JN.

   17.          Related parties 

There were no related party transactions in the year ended 30 November 2020 other than Directors' compensation.

   18.          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 applicable law and International Financial Reporting Standards as adopted by the EU and give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

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

The Directors of Porvair are listed in the Porvair Annual Report for the year ended 30 November 2019, apart from Paul Dean, who retired from the Board on 3 February 2020. A list of current Directors is maintained on the Porvair website, www.porvair.com.

Copies of full accounts will be sent to shareholders in March 2021. Additional copies will be available from www.porvair.com.

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END

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