Final Results

Porvair PLC 22 January 2003 22 January 2003 Contacts: Ben Stocks, Chief Executive Mark Moran, Group Finance Director Porvair plc today 0207 466 5000 at all other times 01553 761111 Charles Ryland/Catherine Miles Buchanan Communications 0207 466 5000 PORVAIR plc ('Porvair') PRELIMINARY RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2002 Porvair, the materials science group, announces its preliminary results for the year ended 30 November 2002. KEY POINTS * Profit before tax, goodwill amortisation and exceptional items of £0.2m (2001 : £3.8m) after increased total R&D expenditure of £5.9m (2001 : £5.2m). * All strategic objectives achieved: * Core businesses strengthened through acquisition * Investment and renewal programmes in manufacturing operations completed * Significant increases in R&D investment in support of new materials * Tough trading in the USA, particularly Selee. Costs reduced as a consequence * Profit and margin growth in Microfiltration after a strong year * R&D programmes across the group on track, with Porvair Fuel Cell Technology exceeding expectations for the year both in terms of technical progress made and in customer demand * Final dividend of 4.3p per share (2001 : 4.3p), making a total for 2002 of 6.7p per share (2001 : 6.7p). John Morgan, Chairman, said: ' Despite 2002 having been a difficult year we finished it in good heart. Acquisitions made in 2001 have been successfully integrated, the major investments in our manufacturing operations are complete, and our R&D programmes - right across the Group - are on track. Trading conditions stabilised towards the end of 2002 and whilst we expect 2003 to remain challenging, the actions taken in 2002; the benefits of a lower cost base in our US operations; and the tremendous progress made in the development of our new materials give considerable cause for optimism for the future.' 2002 Chairman's statement and overview Two years ago we embarked upon a radical new strategy for Porvair. The plan had three elements: appropriate acquisitions; improved operational efficiencies; and significantly increased Research and Development ('R&D') investment. Our objective was to build a base upon which Porvair could generate consistently strong earnings growth and therefore long term shareholder value. We expected this programme to take between 3 and 5 years, and that whilst profits would be held back for a time, particularly by higher R&D costs, the longer term benefits to the Group would be considerable. 2002 was a challenging year, but this did not deflect us from our strategic plan. Good progress was made: * The strengthening of our core businesses through acquisition: The businesses acquired during 2001 have all exceeded expectations in 2002. In particular the Porvair Filtration Group has generated both sales and profit growth. * Investment and renewal programmes in our manufacturing operations: As set out later in the Operating Review, these have been completed as planned * Significant increases in R&D investment in support of new materials: Group R&D expenditure was £5.9m in 2002 (2001: £5.2m) and progress has exceeded expectations, as outlined in the Operating review. This progress was made against a backdrop of thoroughly testing trading conditions. US markets were especially tough, and profits suffered as a result, particularly at Selee. For the Group as a whole, sales were £68.5m (2001: £72.3m), the planned R&D expense was £5.9m (2001: £5.2m), leaving profit before tax and goodwill amortisation at £0.2m (2001: £3.8m). Net borrowings at the year end were £11.8m, following a cash inflow of £2.4m in the second half of 2002. Our response to difficult trading conditions was robust. We cut costs where necessary, and accelerated new product programmes. We did not however cut R&D budgets or capital spending which was £3.1m as planned. These are investments in our future, and an expression of confidence in our strategy. The Directors are therefore recommending a maintained final dividend of 4.3p per share, keeping the total for the year at 6.7p per share. Earnings per share before goodwill amortisation were 0.6p (2001: 7.8p) As always in a difficult year, the quality of the employees comes to the forefront. The Board wishes to thank all employees for their efforts and achievements in the past year. May we also welcome all new members of staff to Porvair at this exciting time in the continuing development of the Group. Despite 2002 having been a difficult year we finished it in good heart. Acquisitions made in 2001 have been successfully integrated, the major investments in our manufacturing operations are complete, and our R&D programmes - right across the Group - are on track. Trading conditions stabilised towards the end of 2002 and whilst we expect 2003 to remain challenging, the actions taken in 2002; the benefits of a lower cost base in our US operations; and the tremendous progress made in the development of our new materials give considerable cause for optimism for the future. John Morgan, Chairman 22 January 2003 Operating review 1. Operations 2002 As detailed in note 1 'Turnover and segmental analysis' the results of the main business units have been separately disclosed and are commented on below. This has been done to enhance the clarity of the Group's results and to show the impact of the key development activities in Fuel Cells. Metals filtration Porvair Selee had a tough year, as two of its three key markets were depressed. US aluminium demand, which fell through much of 2001, continued to fall until the third quarter of 2002. Only in the last few months of the year did the position stabilise. Demand for high value metal alloys also fell. These metals are used in aerospace and gas turbine applications and both these markets were hit in 2002. These difficulties were offset by a good performance from Engineered Ceramics - the molten metals handling business acquired in 2001, but this was not sufficient to compensate for the adverse operational gearing effect suffered in the main Selee plant. As a result profits fell by £3.2m to a loss of £0.8m. Management and staff at Selee coped with these conditions in a thoroughly professional manner. Costs, amounting to £2m on an annualised basis, have been cut. Some of this has been achieved by the assumption of higher healthcare contributions by all staff at Selee, a good demonstration of the commitment and responsible attitude of all concerned. 2002 was not all negative at Selee however. The new aluminium filtration line was fully commissioned and ran well in the second half of the year. This investment consolidates our cost leadership position in this market. We introduced new, patent pending filtration technology for which initial commercial sales have now begun and will grow in 2003. We expect profit at Selee to rebound strongly in the coming year. Microfiltration These businesses have performed well in 2002, and have delivered both sales and profit growth. The Porvair Filtration Group, has delivered the cost, efficiency and sales coverage benefits expected at the time of the acquisition in 2001. These have more than offset the 20% fall in sales of aerospace filters suffered as a result of the global slow down in the aerospace market. Indeed it is a pleasure to report that we are having to expand our facility at Fareham in the UK where for some product lines demand is exceeding supply. Our two smaller microfiltration businesses; Life Sciences and Ceramic Moulds, have also performed well in 2002. Life Sciences in particular generated record sales and profits and this small business remains a highly valued part of the Group. Membranes Our Membranes business performed with credit in trading conditions that were difficult. As outlined in previous announcements this business has undergone a process of simplification that was finished late in 2002 and as expected this has reduced both sales and profits. The Membranes business therefore is now smaller, much more operationally efficient, more customer responsive and its environmental performance is much better. Over the last 3 - 4 years we have invested £7m into the factory in King's Lynn with most of the plant being extensively upgraded. Whilst we foresee a further round of investment in the polymer production unit in 2004/5, we now have a sound base for manufacturing efficiency, customer service and environmental performance. This is a good platform for future growth on which we are now starting to build. In addition to a promising new pipeline that is always a feature of Porvair companies, we have taken direct control over selling activity in China, and have therefore disbanded our joint venture in this important region where in recent years the majority of our end customers have moved production. These initiatives all underpin our expectations that Membranes will move forward during the year ahead. Porvair Fuel Cell Technology This business has again exceeded our expectations for the year, both in terms of technical progress made and in customer demand. Sales, at this stage largely for prototypes and samples, were £786,000, almost double the £416,000 achieved in 2001. This income offset the planned levels of expenditure. This operation occupies part of Selee's plant in Hendersonville, North Carolina, and during the year staff numbers have grown to 38 and manufacturing space has doubled. Two materials technologies are being developed. * Microporous carbons: With this material we are focussing on bi-polar plate applications. Bi-polar plates are an integral component of PEM fuel cells. Our primary partner in this work is United Technologies Corporation Fuel Cells (UTCFC), one of the few major players in this market, and the only fuel cell company developing ambient pressure fuel cells. We are partly funded by a US Government Department of Energy (DoE) grant. Towards the end of 2002 phase 1 of the DoE programme was finished - 6 months ahead of schedule. We are producing plates that are exceeding the DoE technical specification, and are now starting shipments for prototype fuel cell trials. We have begun phase 2 of the DoE project and by the end of 2003 expect to have identified and begun to install volume production methods, and to have shipped several thousands of plates. * Porous and microporous metals: As advised at the interim stage, a feature of 2002 has been the accelerated development and customer demand outside fuel cell applications. These materials, in addition to the properties given by the metal alloy used, have unique attributes of porosity, surface area, electrical and thermal conductivity, pressure absorption and, for microporous metals, wicking action. These attributes lend themselves particularly well to compact heat exchange, emissions control, catalyst substrate, water treatment and industrial process. In this last field we secured our first substantial commercial order late in 2002. We are now building a full scale pressure vessel lining and expect to install it in the first few months of 2003. In other applications - for example the production of aluminium, turbine fuel/air mixers, oil cooler components - the customer testing that has been underway for several months continues to be promising. Customer demand for samples is very high. Over the last two years we have understood the capabilities of these materials, have refined means of production and started to find attractive markets. We have progressed much quicker than we initially expected and continue to have high expectations for this technology. 2. Health, Safety and the Environment (HS&E) Many of the products produced and sold by Porvair companies are used to the benefit of the environment. For example, Porvair filters reduce emissions and minimise waste, and our materials are heavily involved in the development of clean energy systems such as fuel cells and coal gasification plants. Overall responsibility for health, safety and the environment rests with the Group Board. Our HS&E policy requires: Compliance with all applicable HS&E laws, regulations and voluntary commitments Continuous improvement of HS&E performance, monitored and encouraged by the setting and reviewing of HS&E targets Communications through consultation, education and feedback on HS&E matters with all stakeholders in our business. A full copy of the Porvair plc HS&E policy, and our HS&E report for 2002, may be found at www.porvair.com. This is the first time we published this data, so 2001 is also given for comparison. We will update this data annually, to coincide with the preliminary results. Porvair at a glance Introduction to Porvair Porvair is a materials science company which specialises in: * Metals filtration: Porvair Selee invented the ceramic foam filter, and leads the world in its application to molten aluminium. A wide range of porous and microporous technologies serve other metals industries. * Microfiltration materials and systems: Porvair Filtration Group, Porvair Life Sciences and Porvair Ceramic Moulds are specialist microfiltration businesses, expert in both filtration and filtration media for specific applications. * Microporous membranes: Porvair Membranes make textiles and leather waterproof and breathable. Our polyurethane technology, which is both durable and soft, is unique in this field. * Microporous metals and carbons: Porvair Fuel Cell Technology is an R&D operation that is developing new and unique Porvair materials for a range of fast growing markets, one of which is fuel cell components. Metals filtration: Locations and activities Hendersonville and Gilberts, USA: Porvair Selee Brings ceramics expertise to the field of molten metal handling, catalyst media and thermal processing. World leader in aluminium filtration Microfiltration: Shepperton, UK: Porvair Sciences Specialises in assay equipment and other microplate products for the Life Sciences market Fareham, New Milton and Wrexham, UK; Rock Hill, USA: Porvair Filtration Group Develops innovative sintered metal and polymer solutions to filtration problems. Uses sintered metals and polymers in the design and manufacture of specialist filters and filtration devices King's Lynn, UK: Porvair Ceramic Moulds Supplies sanitaryware, tableware and technical ceramics customers worldwide with long-life alternatives to traditional ceramic moulding media Microporous membranes: King's Lynn, UK; Acton, Canada; Wuppertal, Germany (25% shareholding of Sympatex): Porvair Membranes Specialises in polyurethane membranes that enhance the performance of leather and textiles to make them waterproof and breathable New materials: Hendersonville, USA: Porvair Fuel Cell Technology Develops media and components for fuel cell, heat exchange, chemical process, emission control and water treatment applications CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 30 November 2002 Group 2001 Note Group Before Exceptional After 2002 Exceptional items Exceptional items items £'000 £'000 £'000 £'000 Turnover Continuing operations (including share of joint 1 68,485 72,267 - 72,267 venture) Less : share of joint venture (153) (808) - (808) 68,332 71,459 - 71,459 Cost of sales (46,330) (47,661) (2,608) (50,269) Gross profit 22,002 23,798 (2,608) 21,190 Distribution costs (1,892) (1,722) (507) (2,229) Administrative expenses (16,009) (14,452) (913) (15,365) Research & development 1 (5,867) (5,151) - (5,151) Group operating profit/(loss) before joint (1,766) 2,473 (4,028) (1,555) venture and associated undertaking Share of operating profit/(loss) of joint venture (94) 40 - 40 Share of operating profit of associated 181 - - - undertaking Total Group operating profit/(loss) 1 (1,679) 2,513 (4,028) (1,515) Exceptional profit on part disposal of subsidiary - - 90 90 undertaking Interest payable (net) (451) (1,259) (425) (1,684) (Loss)/profit on ordinary activities before (2,130) 1,254 (4,363) (3,109) taxation Profit/(loss) on ordinary activities before (2,130) 1,254 taxation Add back goodwill amortisation 2,299 2,515 Profit on ordinary activities before taxation and 169 3,769 goodwill amortisation Tax on (loss)/profit on ordinary activities 4 352 (1,186) 1,761 575 (Loss)/profit on ordinary activities after (1,778) 68 (2,602) (2,534) taxation Equity minority interests (101) (150) - (150) Loss attributable to shareholders (1,879) (82) (2,602) (2,684) Dividends 3 (2,467) (2,467) - (2,467) Retained loss for the financial year (4,346) (2,549) (2,602) (5,151) Earnings/(losses) per share - - basic and diluted 2 (5.1)p (8.7)p - basic and diluted before goodwill amortisation 2 0.6p 7.8p and exceptional items Reconciliation of movements in equity shareholders' funds For the year ended 30 November 2002 GROUP 2002 2001 £'000 £'000 Loss attributable to shareholders (1,879) (2,684) Dividends (2,467) (2,467) Retained loss for the year (4,346) (5,151) New share capital subscribed - 27,569 Exchange differences (613) (420) Net increase/(decrease) in equity shareholders' funds (4,959) 21,998 Opening equity shareholders' funds 63,333 41,335 Closing equity shareholders' funds 58,374 63,333 Statement of total recognised gains and losses For the year ended 30 November 2002 GROUP 2002 2001 £'000 £'000 Loss attributable to shareholders (1,879) (2,684) Exchange differences on retranslation of net assets of subsidiary undertaking and foreign borrowings (613) (420) Total losses recognised in the year (2,492) (3,104) BALANCE SHEET As at 30 November 2002 GROUP Note 2002 2001 £'000 £'000 Fixed assets Goodwill 33,349 35,940 Tangible assets 20,734 22,020 Investments Investment in joint venture : Share of gross assets - 369 Share of gross liabilities - (275) - 94 Investment in associated undertaking 2,348 2,192 56,431 60,246 Current assets Stocks 14,661 14,892 Debtors falling due after more than one year 3,178 3,247 Debtors falling due within one year 16,616 15,559 19,794 18,806 Cash at bank and in hand 3,261 2,548 37,716 36,246 Creditors Amounts falling due within one year (28,442) (15,713) Net current assets 9,274 20,533 Total assets less current liabilities 65,705 80,779 Creditors Amounts falling due after more than one year - (10,346) Provisions for liabilities and charges (2,455) (2,201) Net assets 1 63,250 68,232 Capital and reserves Called up share capital 736 736 Share premium account 28,679 28,679 Other reserves 4,329 4,942 Profit and loss account 24,630 28,976 Total equity shareholders' funds 58,374 63,333 Equity minority interests 4,876 4,899 63,250 68,232 Approved by the Board on 22 January 2003 B D W Stocks, Director M Moran, Director CONSOLIDATED CASH FLOW STATEMENT For the year ended 30 November 2002 Note Group Group 2002 2001 £'000 £'000 Net cash inflow from operating activities 5 2,798 4,882 Returns on investments and servicing of finance Interest received 104 25 Interest paid (368) (1,100) Exceptional finance costs - (425) (264) (1,500) Taxation UK corporation tax paid (660) (830) Overseas tax (paid)/refunded 327 (649) (333) (1,479) Capital expenditure Purchase of tangible fixed assets (3,070) (3,233) Sale of tangible fixed assets 77 16 (2,993) (3,217) Acquisitions Acquisition of associate investment - (2,192) Acquisition of subsidiaries - (19,050) - (21,242) Equity dividends paid (2,467) (1,990) Net cash outflow before financing (3,259) (24,546) Financing Issue of ordinary share capital - 28,771 Expenses of rights issue - (1,202) Increase/(decrease) in net borrowings 7 4,105 (1,198) 4,105 26,371 Increase in cash in the year 7 846 1,825 NOTES 1. Turnover and segmental analysis (a) Turnover by geographical segment 2002 2001 By destination By By destination By £'000 origin £'000 origin £'000 £'000 United Kingdom 18,731 43,145 16,241 42,787 Continental Europe 11,786 - 11,559 - Americas 28,013 25,187 32,812 28,672 Asia 6,638 153 8,501 808 Australasia 946 - 596 - Africa 2,371 - 2,558 - 68,485 68,485 72,267 72,267 Less share of joint venture (153) (153) (808) (808) 68,332 68,332 71,459 71,459 (b) Segmental analyses 2002 2001 £'000 £'000 i) Turnover Metals Filtration 21,489 23,292 Microfiltration 27,130 21,091 Membranes 19,080 27,468 Fuel Cells 786 416 68,485 72,267 ii) Operating profit/(loss) Before Goodwill After Before Goodwill After goodwill goodwill goodwill goodwill Metals Filtration (794) (1,237) (2,031) 2,432 (1,212) 1,220 Microfiltration 3,224 (1,062) 2,162 2,753 (743) 2,010 Membranes 510 - 510 2,030 (560) 1,470 Fuel Cells (2,320) - (2,320) (2,187) - (2,187) 620 (2,299) (1,679) 5,028 (2,515) 2,513 iii) Net assets Before Goodwill Net assets Before Goodwill Net assets goodwill including goodwill including goodwill goodwill Metals Filtration 10,161 15,584 25,745 12,847 17,037 29,884 Microfiltration 14,472 17,765 32,237 13,127 18,903 32,030 Membranes 19,585 - 19,585 19,226 - 19,226 Fuel Cells 1,214 - 1,214 830 - 830 45,432 33,349 78,781 46,030 35,940 81,970 Taxation (2,160) (2,798) Dividend payable (1,583) (1,583) Net borrowings (11,788) (9,357) 63,250 68,232 The analysis of operating profit is provided as it represents a clearer presentation of the businesses' performance Research and development is a substantial cost within the consolidated results. To aid understanding it has been re-analysed and separated from other costs within the profit and loss account, both in this year and the comparative figures. It is considered to be part of administrative expenses which would total overall £21,876,000 (2001: £19,603,000) 2. Earnings per share Year ended Year ended 30 Nov 2002 30 Nov 2001 (a) Losses per share Losses (£'000) (1,879) (2,684) Number of shares (weighted) 36,803,011 31,042,605 Losses per share (5.1)p (8.7)p (b) Earnings per share before goodwill amortisation Earnings (£'000) 212 2,433 Number of shares (weighted) 36,803,011 31,042,605 Earnings per share 0.6p 7.8p 3. Dividends The Board is recommending a final dividend of 4.3p per share (2001 : 4.3p) to be paid on 7 April 2003 to shareholders on the register at the close of business on 14 March 2003. 4. Tax on (loss)/profit on ordinary activities Group Group 2002 2001 £'000 £'000 UK corporation tax at 30% (2001 : 30%) Current period tax (1,111) (320) Adjustments in respect of previous periods 269 502 Total UK current tax (842) 182 Overseas tax receivable/(payable) 1,499 (113) Tax on share of profits of associated undertaking (51) - Total current tax 606 (69) Deferred tax (254) 506 Tax credit on loss on ordinary activities 352 575 5. Reconciliation of operating profit to net cash inflow from operating activities 2002 2001 £'000 £'000 Total Group operating profit (1,679) 2,513 Goodwill amortisation 2,299 2,515 Depreciation 3,512 3,222 Loss on sale of fixed assets 44 116 Decrease/(increase) in stocks 82 (1,068) Decrease/(increase) in debtors (1,081) 514 Decrease in creditors (110) (1,485) Share of joint venture and associated undertaking (87) (40) Net cash inflow from operating activities before exceptional items 2,980 6,287 Exceptional items (182) (1,405) Net cash inflow from operating activities 2,798 4,882 6. Reconciliation of net cash flow to movement in net borrowings 2002 2001 £'000 £'000 Increase in cash in the year 846 1,825 Increase/(decrease) in borrowings (4,105) 1,198 Change in net borrowings from cash flows (3,259) 3,023 Translation difference 828 (17) Movement in net borrowings in the year (2,431) 3,006 Acquired companies - (2,403) Opening net borrowings (9,357) (9,960) Closing net borrowings (11,788) (9,357) 7. Analysis of net borrowings 01/12/01 Cash flow Other Exchange 30/11/02 non-cash movement £'000 £'000 £'000 £'000 £'000 Cash in hand and at bank 2,548 846 - (133) 3,261 Overdrafts - - - - - 846 - (133) Borrowings due after 1 year (10,346) - 9,385 961 - Borrowings due within 1 year (1,559) (4,105) (9,385) - (15,049) (4,105) - 961 Total (9,357) (3,259) - 828 (11,788) 8. Accounts The foregoing statements do not constitute the Group's statutory accounts. The Group's 2002 statutory accounts, on which the Company's auditors, PricewaterhouseCoopers, have given an unqualified opinion in accordance with Section 235 of the Companies Act 1985, are to be delivered to the Registrar of Companies. The Group's 2001 statutory accounts have been filed with the Registrar of Companies. This information is provided by RNS The company news service from the London Stock Exchange

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