TIDMPRV
RNS Number : 6238E
Porvair PLC
03 July 2023
For immediate release 3 July 2023
Porvair plc
Interim results for the six months ended 31 May 2023
Porvair plc ("Porvair" or "the Group"), the specialist
filtration, laboratory and environmental technology group,
announces its interim results for the six months ended 31 May 2023
("H1 2023" or the "period").
Highlights:
-- Revenue 10% higher at GBP90.6 million (2022: GBP82.3
million), 5% higher on a constant currency basis*.
-- Operating profit 16% higher at GBP11.7 million (2022: GBP10.1 million).
-- Adjusted operating profit* 17% higher at GBP12.2 million (2022: GBP10.4 million).
-- Profit before tax 18% higher at GBP11.2 million (2022: GBP9.5 million).
-- Adjusted profit before tax* 20% higher at GBP11.8 million (2022: GBP9.8 million).
-- Basic earnings per share 20% higher at 19.3 pence (2022: 16.1 pence).
-- Adjusted basic earnings per share* 22% higher at 20.3 pence (2022: 16.6 pence).
-- Cash at GBP19.7 million (31 May 2022: GBP12.2 million; 30
November 2022: GBP18.3 million) after investing GBP2.9 million
(2022: GBP2.3 million) in capital expenditure and acquisitions.
-- Interim dividend increased 0.1 pence per share to 2.0 pence (2022: 1.9 pence).
Commenting on the results and outlook, Ben Stocks, Chief
Executive, said:
"This is a record set of results for the half-year and shows the
Group performing well overall, despite inconsistency of demand
across markets served. Aerospace, petrochemical and water quality
markets are having a strong year. As expected at the time of the
results announcement in January, orders in industrial and
laboratory consumable segments have been lower as they go through a
de-stocking cycle and lead-times return to more normal levels.
"Looking ahead, while noting that inconsistent order patterns
pose risks to forecasting, the Board expects the Group's full year
result to be ahead of that for 2022. The aggregate Group order
book, which has been at record levels for much of 2023, remains
high. Porvair's long-term earnings record is supported by
established global trends: tightening environmental regulations;
growth in analytical science; the need for clean water;
carbon-efficient transportation; the replacement of plastic and
steel with aluminium; and the drive for manufacturing process
quality and efficiency. The Board expects the momentum of this
strong start to 2023 will carry through to a satisfactory
conclusion to the year and views the longer-term with
confidence."
*See notes 1, 2 and 3 for definitions and reconciliations.
For further information please contact:
Porvair plc 01553 765 500
Ben Stocks, Chief Executive
James Mills, Group Finance Director
Buchanan Communications 020 7466 5000
Charles Ryland / Simon Compton / Jack
Devoy
An analyst briefing will take place at 9:30 a.m. on Monday 3
July 2023, please contact Buchanan for details.
An audiocast of the meeting and the presentation will
subsequently be made available at www.porvair.com .
Operating review
The Group has begun 2023 with a record set of results,
delivering 10% revenue growth (5% constant currency) which with
improved margins has generated 17% adjusted operating profit growth
(around 11% constant currency). Cash generation was as expected,
leaving cash reserves of GBP19.7 million at 31 May 2023.
Beneath the headlines, trading has been mixed across segments.
Stronger demand in aerospace and petrochemical markets is
supporting both the Metal Melt and Aerospace & Industrial
divisions; and new products, along with steady demand for water
quality assurance, are responsible for the growth in Seal
Analytical. This is balanced by the anticipated de-stocking in
laboratory and industrial consumable markets with supply chain
issues now mainly resolved. Inflation in wages and services remains
a concern but raw material cost pressure is less acute than was the
case twelve months ago.
The Group order book was at record levels for most of the
period, and remains high at the start of the second half, but again
the detail on a market-by-market basis is more nuanced. Lead times
which were stretched in 2022 have started to return to more normal
levels in 2023 and while this is advantageous in terms of customer
service, and will benefit inventory turns in the second half, it
makes near-term forecasting in these markets difficult.
The Group continues its consistent investment programme. In
addition to the Ratiolab acquisition which we hope to close in the
second half, investments have been made in productivity and margin
enhancements.
Financial summary
H1 2023 H1 2022 Growth
GBPm GBPm %
-------- -------- -------
Revenue 90.6 82.3 10
-------- -------- -------
Operating profit 11.7 10.1 16
-------- -------- -------
Adjusted operating profit* 12.2 10.4 17
-------- -------- -------
Profit before tax 11.2 9.5 18
-------- -------- -------
Adjusted profit before tax* 11.8 9.8 20
-------- -------- -------
Pence Pence
Earnings per share 19.3 16.1 20
-------- -------- -------
Adjusted earnings per share* 20.3 16.6 22
-------- -------- -------
GBPm GBPm
Cash generated from operations 8.2 7.2
-------- --------
Net cash (excluding lease liabilities) 19.7 12.2
-------- --------
*See notes 1, 2 and 3 for definitions and reconciliations.
Strategy and purpose
Porvair's strategy and purpose has remained consistent for over
19 years, a period that now encompasses two recessions and a
pandemic. This longer-term growth record gives the Board confidence
in the Group's capabilities and is the basis for capital allocation
and planning decisions.
The Group's record for growth, cash generation and investment
is:
5 years 10 years 15 years
CAGR* CAGR* CAGR*
-------- --------- ---------
Revenue growth 8% 9% 9%
Earnings per share growth 10% 12% 12%
Adjusted earnings per share growth 13% 13% 12%
-------- --------- ---------
GBPm GBPm GBPm
-------- --------- ---------
Cash from operations 94.1 158.3 194.9
Investment in acquisitions and capital
expenditure 40.8 81.5 97.0
-------- --------- ---------
* Compound annual growth rate
Strategic statement and business model
Porvair's strategic purpose is the development of specialist
filtration, laboratory and environmental technology businesses for
the benefit of all stakeholders. Principal measures of success
include consistent earnings growth and selected ESG measures. The
Group publishes a full ESG report at the time of the annual Final
Results.
The Group is positioned to benefit from global trends:
tightening environmental regulations; growth in analytical science;
the need for clean water; carbon-efficient transportation; the
replacement of plastic and steel by aluminium; and the drive for
manufacturing process quality and efficiency.
Porvair businesses have certain key characteristics in
common:
-- Specialist design, engineering or commercial skills are required;
-- Product use and replacement is mandated by regulation,
quality accreditation or a maintenance cycle; and
-- Products are typically designed into a system that will have
a long life-cycle and must perform to a given specification.
Orders are won by offering the best technical solutions or
commercial service at an acceptable cost. Technical expertise is
necessary in all markets served. New products are often adaptations
of existing designs with attributes validated in our own test and
measurement laboratories. Experience in specific markets and
applications is valuable in building customer confidence. Domain
knowledge is important, as is deciding where to direct
resources.
This leads the Group to:
1. Focus on markets with long-term growth potential;
2. Look for applications where product use is mandated and replacement demand is regular;
3. Make new product development a core business activity;
4. Establish geographic presence where end-markets require; and
5. Invest in both organic and acquired growth.
Therefore:
-- We focus on three operating segments: Aerospace &
Industrial; Laboratory; and Metal Melt Quality. All have clear
long-term growth drivers;
-- Our products typically reduce emissions or protect complex
downstream systems and, as a result, are replaced regularly. A high
proportion of our annual revenue is from repeat orders;
-- Through a focus on new product development, we aim to
generate growth rates in excess of the underlying market. Where
possible, we build intellectual property around our product
developments;
-- Our geographic presence follows the markets we serve. In the
last twelve months: 51% of revenue was in the Americas; 18% in
Asia; 20% 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: 56% of revenue was manufactured
in the US; 27% in the UK; 14% in Continental Europe; and 3% in
China; and
-- We aim to meet dividend and investment needs from free cash
flow and modest borrowing facilities. In recent years we have
expanded manufacturing capacity in the UK, Germany, US and China,
and made several acquisitions. All investments are subject to a
hurdle rate analysis based on strategic and financial
priorities.
Environmental, Social and Governance ('ESG')
The Board understands that responsible business development is
essential for creating long-term value for stakeholders. Most of
the products made by Porvair are used to the benefit of the
environment. Our water analysis equipment measures contamination
levels in water. Industrial filters are typically needed to reduce
emissions or improve efficiency. Aerospace filters improve safety
and reliability. Nuclear filters confine fissile materials. Metal
Melt Quality filters reduce waste and help improve the strength to
weight ratio of metal components.
A full ESG report was published in February 2023 setting
out:
-- Porvair's ESG management framework, goals and TCFD reporting;
-- How climate change and a net zero carbon future might affect markets served by the Group;
-- ESG metrics and results; and
-- How the Group has acted for the benefits of its stakeholders in 2022.
This ESG report will be updated in February 2024.
Divisional review
Aerospace & Industrial
H1 2023 H1 2022 Growth
GBPm GBPm %
-------- -------- -------
Revenue 36.5 30.7 19
-------- -------- -------
Operating profit 5.1 2.9 76
-------- -------- -------
Adjusted operating profit* 5.4 3.1 74
-------- -------- -------
*See notes 1 and 2 for definitions and reconciliations.
The Aerospace & Industrial division designs and manufactures
a wide range of specialist filtration products, demand for which is
driven by customers seeking better engineered, cleaner, safer or
more efficient operations. Differentiation is achieved through
design engineering; the development of intellectual property;
quality accreditations; and technical customer service.
Revenue in the period increased by 19%. Better aerospace orders
supported an increase in output and margins benefitted from
productivity investments made in recent years. Royal Dahlman, based
in Holland and mainly serving the petrochemical market with
emissions control filters, is having a much better year supported
by orders through our Indian engineering team. In the US,
industrial consumable demand is lower, notably in microelectronics
where de-stocking is affecting near-term demand. Acquired in March,
HRW expands the machining and product design skills of our facility
in Idaho, and this will help to support microelectronic margins
over the balance of the year.
Laboratory
H1 2023 H1 2022 Growth
GBPm GBPm %
-------- -------- -------
Revenue 29.1 30.8 (6)
-------- -------- -------
Operating profit 4.7 5.9 (20)
-------- -------- -------
Adjusted operating profit* 4.9 6.1 (20)
-------- -------- -------
*See notes 1 and 2 for definitions and reconciliations.
The Laboratory division has two operating businesses: Porvair
Sciences (including JGF Finneran and Kbio) and Seal Analytical.
-- Porvair Sciences manufactures laboratory filters, small
instruments and associated consumables. Differentiation is achieved
through proprietary manufacturing capabilities; filtration media;
and technical customer service.
-- 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 and technical customer
service.
After several years of robust growth, revenues in the Laboratory
division fell 6% in the period.
Seal Analytical had another strong half, supported by demand for
both their new AQ700 instrument and associated automation devices.
De-stocking of laboratory consumables from the second quarter
affected Porvair Sciences, where lead-times have now fallen to more
normal levels. This helps levels of customer service and inventory
turns, but challenges manufacturing efficiency. In the plants
affected, cost-reduction programmes have been undertaken to balance
changing order patterns.
As outlined in the results announcement in January , the Board
anticipated this de-stocking cycle and does not see any fundamental
changes in the underlying growth drivers of the Laboratory
division, in which investment continues. The acquisition of
Ratiolab was announced in May, subject to regulatory approval.
Ratiolab GmbH, located outside Frankfurt, distributes a wide range
of laboratory consumables in Europe and the Middle East, offering
technical customer service to a wide range of customers, only some
of which are already served by the Group. Ratiolab Kft., located
close to Budapest, manufactures laboratory consumables in a modern
and well-invested facility, the freehold of which is included in
the acquisition. Ratiolab has annual external revenues of around
EUR12 million. The transaction is expected to be earnings neutral
(after acquisition costs) in 2023, and earnings accretive
thereafter.
The Board believes Ratiolab will fit well into the Group's
Laboratory division, offering a complementary product range and
adding European manufacturing capabilities, injection moulding
expertise, new routes to market and additional engineering and
customer service capabilities.
Metal Melt Quality
H1 2023 H1 2022 Growth
GBPm GBPm %
-------- -------- -------
Revenue 24.9 20.8 20
-------- -------- -------
Operating profit 3.7 2.8 32
-------- -------- -------
Adjusted operating profit* 3.7 2.8 32
-------- -------- -------
*See notes 1 and 2 for definitions and reconciliations.
The Metal Melt Quality division manufactures filters for molten
aluminium, ductile iron and nickel-cobalt alloys. It has a
well-differentiated product range based on patented products and a
promising new product pipeline.
Revenue grew by 20%, helped by further recovery of
aerospace-related filters; the switch from plastic to recyclable
aluminium in beverage packaging; and the higher proportion of
aluminium used in electric and hybrid vehicles. Margins at 15%
remain ahead of their 10% - 12% target level.
The satellite manufacturing plant in China has had a strong
start to the year. Covid restrictions were lifted at the start of
the period enabling staff to return to work consistently. An
increasing proportion of the filters made in China for the Chinese
market are for higher-grade metal alloys where filtration
efficiency is more important.
Alternative performance measures - profit
H1 2023 H1 2022 Growth
GBPm GBPm %
-------- -------- -------
Adjusted operating profit 12.2 10.4 17
-------- -------- -------
Adjusted profit before tax 11.8 9.8 20
-------- -------- -------
Adjusted profit after tax 9.3 7.6 22
-------- -------- -------
The Group presents alternative performance measures to enable a
better understanding of its trading performance (see note 1).
Adjusted operating profit and adjusted profit before tax exclude
items that are considered significant and where treatment as an
adjusting item provides a more consistent assessment of the Group's
trading. Adjusting items comprise a GBP0.4 million charge (2022:
GBP0.3 million) for the amortisation of acquired intangible assets,
together with a GBP0.2 million charge (2022: GBPnil) for costs
incurred in relation to the acquisition of both HRW and Ratiolab
(see note 9).
Finance costs
The Group incurred a net interest charge of GBP0.4 million
(2022: GBP0.6 million) which consisted of the finance cost on the
pension deficit, lease liability interest, and the unwind of
discounted provisions and other payables. The Group also incurred
undrawn commitment fees on the Group's banking facilities, though
there were largely offset by interest receivable on deposits.
Tax
The Group tax charge was GBP2.4 million (2022: GBP2.1 million),
including the tax effect of adjusting items (see note 1). The
adjusted income tax expense was GBP2.4 million (2022: GBP2.2
million), with the effective rate of income tax on adjusted profit
before tax at 21% (2022: 22%).
Earnings per share and dividends
The basic earnings per share for the period was 19.3 pence
(2022: 16.1 pence). Adjusted earnings per share was 20.3 pence
(2022: 16.6 pence).
The Board has declared an interim dividend of 2.0 pence (2022:
1.9 pence) per share.
Investment
In the last five years, GBP 40.8 million has been invested in
acquisitions and capital expenditure. In the first half of 2023,
the Group invested GBP0.7 million on the HRW acquisition and GBP2.2
million on capital expenditure (2022: GBP2.3 million).
Cash flow, cash and net debt
Cash generated from operations in the six months to 31 May 2023
was GBP 8.2 million (2022: GBP7.2 million). The Group normally sees
an outflow of working capital in the first half of the year.
Working capital increased by GBP5.0 million (2022: GBP4.9 million)
in the period.
Net cash at 31 May 2023 was GBP19.7 million (31 May 2022:
GBP12.2 million; 30 November 2022: GBP18.3 million). Lease
liabilities were GBP 11.0 million (31 May 2022: GBP11.5 million; 30
November 2022: GBP11.5 million).
Provisions and contingent liabilities
The Group has GBP4.4 million (31 May 2022: GBP4.5 million; 30
November 2022: GBP4.0 million) of provisions for dilapidations and
performance warranties.
The Group has outstanding performance bonds with customers at 31
May 2023 of $nil (31 May 2022: $2.5 million; 30 November 2022: $1.0
million) and EUR0.2 million (31 May 2022: EUR0.4 million; 30
November 2022: EUR0.3 million).
Return on capital employed
The Group's return on capital employed was 16% (2022: 13%).
Excluding the impact of goodwill and retirement benefit
obligations, the return on operating capital employed was 37%
(2022: 33%).
Outlook
This is a record set of results for the half-year and shows the
Group performing well overall, despite inconsistency of demand
across markets served. Aerospace, petrochemical and water quality
markets are having a strong year. As expected at the time of the
results announcement in January, orders in industrial and
laboratory consumable segments have been lower as they go through a
de-stocking cycle and lead-times return to more normal levels.
Looking ahead, while noting that inconsistent order patterns
pose risks to forecasting, the Board expects the Group's full year
result to be ahead of that for 2022. The aggregate Group order
book, which has been at record levels for much of 2023, remains
high. Porvair's long-term earnings record is supported by
established global trends: tightening environmental regulations;
growth in analytical science; the need for clean water;
carbon-efficient transportation; the replacement of plastic and
steel with aluminium; and the drive for manufacturing process
quality and efficiency. The Board expects the momentum of this
strong start to 2023 will carry through to a satisfactory
conclusion to the year and views the longer-term with
confidence.
Ben Stocks
Group Chief Executive
30 June 2023
Related parties
Other than remuneration of key management personnel, there were
no related party transactions in the six months ended 31 May 2023
(2022: none).
Principal risks
Each division considers strategic, operational and financial
risks and identifies actions to mitigate those risks. These risk
profiles are reviewed by the Board and updated at least annually.
Further details of the Group's risk profile analysis can be found
in the Strategic Report section of the Annual Report & Accounts
for the year ended 30 November 2022.
Certain elements of the Group's order position can change
quickly in the face of changing economic circumstances. The Metal
Melt Quality division, Laboratory division and general industrial
filtration within the Aerospace & Industrial division all have
relatively short lead times and order cycles and, therefore,
revenue is subject to fluctuations which could have a material
effect on the Group's results for the balance of 2023.
Forward-looking statements
Certain statements in this interim financial information are
forward-looking. Although the Group believes that the expectations
reflected in these forward-looking statements are reasonable, it
can give no assurance that these expectations will prove to be
correct. Because these statements involve risks and uncertainties,
actual results may differ materially from those expressed or
implied by these forward-looking statements.
We undertake no obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Condensed consolidated income statement
For the six months ended 31 May
Six months ended
31 May
----------------------
2023 2022
Note Unaudited Unaudited
Continuing operations GBP'000 GBP'000
---------- ----------
Revenue 1,2 90,552 82,280
Cost of sales (59,924) (55,018)
---------- ----------
Gross profit 30,628 27,262
Other operating expenses (18,975) (17,185)
---------------------------------------------- ----- ---------- ----------
Adjusted operating profit 1,2 12,226 10,412
Adjustments:
Amortisation of acquired intangible assets (370) (335)
Other acquisition-related costs (203) -
Operating profit 1,2 11,653 10,077
Finance costs (437) (566)
Profit before tax 11,216 9,511
---------------------------------------------- ----- ---------- ----------
Adjusted income tax expense (2,449) (2,202)
Adjustments:
Tax effect of adjustments to operating
profit 1 82 67
---------------------------------------------- ----- ---------- ----------
Income tax expense (2,367) (2,135)
---------- ----------
Profit for the period 8,849 7,376
Earnings per share (basic) 3 19.3p 16.1p
Earnings per share (diluted) 3 19.3p 16.1p
Adjusted earnings per share (basic) 3 20.3p 16.6p
Adjusted earnings per share (diluted) 3 20.3p 16.6p
Condensed consolidated statement of comprehensive income
For the six months ended 31 May
Six months ended
31 May
----------------------------
2023 2022
Unaudited Unaudited
GBP'000 GBP'000
-----------
Profit for the period 8,849 7,376
----------- ---------
Other comprehensive income/(expense)
Items that will not be reclassified
to profit and loss:
Actuarial gain in defined benefit pension plans
net of tax 750 3,037
----------- ---------
Items that may be subsequently reclassified to
profit and loss:
Exchange (loss)/gain on translation of foreign
subsidiaries (2,751) 3,329
----------- ---------
Total other comprehensive (expense)/income for
the period (2,001) 6,366
----------- ---------
Total comprehensive income for the
period 6,848 13,742
----------- ---------
The accompanying notes are an integral part of this interim
financial information.
Condensed consolidated balance sheet
As at 31 May
As at 30
As at 31 May November
------------------------ ----------
2023 2022 2022
Note Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
----------- ----------- ----------
Non-current assets
Property, plant and equipment 24,710 22,705 24,311
Right-of-use assets 9,614 10,207 10,144
Goodwill and other intangible
assets 76,470 75,630 77,900
Deferred tax asset 740 342 1,046
----------- ----------- ----------
111,534 108,884 113,401
----------- ----------- ----------
Current assets
Inventories 32,803 28,266 30,973
Trade and other receivables 26,278 28,109 24,471
Derivative financial instruments 335 - 554
Cash and cash equivalents 19,678 15,988 18,297
----------- ----------- ----------
79,094 72,363 74,295
----------- ----------- ----------
Current liabilities
Trade and other payables (28,664) (28,478) (27,881)
Current tax liabilities (572) (1,246) (309)
Lease liabilities (2,046) (2,097) (2,156)
Derivative financial instruments - (269) (319)
Provisions 5 (4,028) (4,177) (3,692)
----------- ----------- ----------
(35,310) (36,267) (34,357)
----------- ----------- ----------
Net current assets 43,784 36,096 39,938
----------- ----------- ----------
Non-current liabilities
Borrowings - (3,754) -
Deferred tax liability (2,698) (2,472) (2,811)
Retirement benefit obligations (6,759) (7,102) (9,816)
Other payables - (900) -
Lease liabilities (8,968) (9,395) (9,316)
Provisions 5 (345) (312) (328)
----------
(18,770) (23,935) (22,271)
----------- ----------- ----------
Net assets 136,548 121,045 131,068
----------- ----------- ----------
Capital and reserves
Share capital 927 924 927
Share premium account 37,778 37,078 37,626
Cumulative translation reserve 12,702 10,986 15,453
Retained earnings 85,141 72,057 77,062
----------- ----------- ----------
Equity attributable to owners of
the parent 136,548 121,045 131,068
----------- ----------- ----------
The interim financial information was approved by the Board of
Directors on 30 June 2023 and was signed on its behalf by:
Ben Stocks James Mills
Group Chief Executive Group Finance Director
The accompanying notes are an integral part of this interim
financial information.
Condensed consolidated cash flow statement
For the six months ended 31 May
Six months ended 31
May
--------------------------------
2023 Unaudited 2022 Unaudited
Note
GBP'000 GBP'000
--------------- ---------------
Cash flows from operating activities
Cash generated from operations 7 8,211 7,239
Interest paid (154) (194)
Tax paid (2,057) (1,400)
--------------- ---------------
Net cash generated from operating
activities 6,000 5,645
--------------- ---------------
Cash flows from investing activities
Interest received 39 -
Acquisition of subsidiaries (678) -
Purchase of property, plant and equipment (2,221) (2,310)
Purchase of intangible assets (30) (43)
Proceeds from sale of property, plant
and equipment - 16
Net cash used in investing activities (2,890) (2,337)
--------------- ---------------
Cash flows from financing activities
Proceeds from issue of ordinary shares 152 -
Purchase of Employee Benefit Trust
shares (372) (406)
Decrease in borrowings 8 - (1,350)
Repayment of lease liabilities (1,259) (1,208)
Net cash used in financing activities (1,479) (2,964)
--------------- ---------------
Net increase in cash and cash equivalents 8 1,631 344
Effects of exchange rate changes (250) 202
--------------- ---------------
1,381 546
Cash and cash equivalents at the beginning
of the period 18,297 15,442
--------------- ---------------
Cash and cash equivalents at the end
of the period 19,678 15,988
--------------- ---------------
The accompanying notes are an integral part of this interim
financial information.
Condensed consolidated statement of changes in equity
For the six months ended 31 May (unaudited)
Share Cumulative
Share premium translation Retained Total
capital account reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------- --------- ------------- ----------- ----------
At 1 December 2021 924 37,078 7,657 63,287 108,946
---------- --------- ------------- ----------- ----------
Profit for the period - - - 7,376 7,376
Other comprehensive income - - 3,329 3,037 6,366
Total comprehensive income
for the period - - 3,329 10,413 13,742
---------- --------- ------------- ----------- ----------
Purchase of own shares (held
in trust) - - - (406) (406)
Share-based payments (net
of tax) - - - 369 369
Dividends - - - (1,606) (1,606)
---------- --------- ------------- ----------- ----------
At 31 May 2022 924 37,078 10,986 72,057 121,045
---------- --------- ------------- ----------- ----------
At 1 December 2022 927 37,626 15,453 77,062 131,068
---- ------- ---------- -------- --------
Profit for the period - - - 8,849 8,849
Other comprehensive (expense)/income - - (2,751) 750 (2,001)
Total comprehensive (expense)/income
for the period - - (2,751) 9,599 6,848
---- ------- ---------- -------- --------
Purchase of own shares (held
in trust) - - - (372) (372)
Issue of ordinary share capital - 152 - - 152
Share-based payments (net
of tax) - - - 597 597
Dividends - - - (1,745) (1,745)
---- ------- ---------- -------- --------
At 31 May 2023 927 37,778 12,702 85,141 136,548
---- ------- ---------- -------- --------
The accompanying notes are an integral part of this interim
financial information.
Notes to the condensed interim consolidated financial
information
1. Alternative performance measures
Alternative performance measures are used by the Directors and
management to monitor business performance internally and exclude
certain cash and non-cash items which they believe are not
reflective of the normal course of business of the Group. The
Directors believe that disclosing such non-IFRS measures enables a
reader to isolate and evaluate the impact of such items on results
and allows for a fuller understanding of performance from year to
year. Alternative performance measures may not be directly
comparable with other similarly titled measures used by other
companies.
Alternative revenue measures (unaudited)
Six months ended
31 May
2023 2022 Growth
Aerospace & Industrial GBP'000 GBP'000 %
--------- -------- -------
Revenue at constant currency 34,503 29,971 15
Exchange 2,037 714
--------- --------
Revenue as reported 36,540 30,685 19
--------- -------- -------
Laboratory
Revenue at constant currency 26,964 29,840 (10)
Exchange 2,163 935
--------- -------- -------
Revenue as reported 29,127 30,775 (5)
--------- -------- -------
Metal Melt Quality
Revenue at constant currency 21,655 19,355 12
Exchange 3,230 1,465
--------- -------- -------
Revenue as reported 24,885 20,820 20
--------- -------- -------
Group
Revenue at constant currency 83,122 79,166 5
Exchange 7,430 3,114
--------- -------- -------
Revenue as reported 90,552 82,280 10
--------- -------- -------
Revenue at constant currency is derived from translating
overseas subsidiaries results at budgeted fixed exchange rates. In
2023 and 2022, the rates used were $1.40:GBP1 and EUR1.20:GBP1,
compared with actual rates of $1.22:GBP1 (2022: $1.31:GBP1) and
EUR1.14:GBP1 (2022: EUR1.19:GBP1).
A reconciliation of the Group's adjusted performance measures to
the reported IFRS measures is presented below:
H1 2023 H1 2022
Adjusted Adjustments Reported Adjusted Adjustments Reported
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- ------------ --------- --------- ------------ ---------
Operating profit 12,226 (573) 11,653 10,412 (335) 10,077
Finance costs (437) - (437) (566) - (566)
--------- ------------ --------- --------- ------------ ---------
Profit before
tax 11,789 (573) 11,216 9,846 (335) 9,511
Income tax expense (2,449) 82 (2,367) (2,202) 67 (2,135)
Profit for the
period 9,340 (491) 8,849 7,644 (268) 7,376
--------- ------------ --------- --------- ------------ ---------
An analysis of adjusting items is given below:
2023 2022
Affecting operating profit: GBP'000 GBP'000
----------- --------
Amortisation of acquired intangible assets (370) (335)
Other acquisition-related costs (203) -
(573) (335)
----------- --------
Affecting tax:
Tax effect of adjustments to operating profit 82 67
Total adjusting items (491) (268)
----------- --------
Adjusted operating profit excludes:
-- The amortisation of intangible assets arising on acquisition
of businesses of GBP0.4 million (2022: GBP0.3 million); and
-- Other acquisition-related costs of GBP0.2 million (2022:
GBPnil) in relation to the HRW acquisition and the planned
acquisition of Ratiolab (see note 9).
2. Segmental information
The chief operating decision maker has been identified as the
Board of Directors. The Board of Directors has instructed the
Group's internal reporting to be based around differences in
products and services, in order to assess performance and allocate
resources. The key profit measure used to assess the performance of
each reportable segment is adjusted operating profit/(loss).
Management has determined the operating segments based on this
reporting.
As at 31 May 2023, the Group is organised on a worldwide basis
into three operating segments:
1) Aerospace & Industrial - principally serving the aviation, and energy and industrial markets;
2) Laboratory - principally serving the bioscience and
environmental laboratory instrument and consumables market; and
3) Metal Melt Quality - principally serving the global
aluminium, North American Free Trade Agreement (NAFTA) iron foundry
and super-alloys markets.
Other Group operations' costs, assets and liabilities are
included in the "Central" division. Central costs mainly comprise
Group corporate costs, including new business development costs,
some research and development costs and general financial costs.
Central assets and liabilities mainly comprise Group retirement
benefit obligations, tax assets and liabilities, cash and
borrowings.
The segment results for the period ended 31 May 2023 are as
follows:
2023 - Unaudited
Aerospace Metal
& Industrial Laboratory Melt Quality Central Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------------- --------------- ---------- ---------
Total segment revenue 36,553 30,076 24,885 - 91,514
Inter-segment revenue (13) (949) - - (962)
--------------- ------------- --------------- ---------- ---------
Revenue 36,540 29,127 24,885 - 90,552
--------------- ------------- --------------- ---------- ---------
Adjusted operating
profit/(loss) 5,359 4,898 3,715 (1,746) 12,226
Amortisation of
acquired intangible
assets (217) (153) - - (370)
Other acquisition-related
costs - - - (203) (203)
--------------------------- --------------- ------------- --------------- ---------- ---------
Operating profit/(loss) 5,142 4,745 3,715 (1,949) 11,653
Finance costs - - - (437) (437)
---------------
Profit/(loss)
before tax 5,142 4,745 3,715 (2,386) 11,216
--------------- ------------- --------------- ---------- ---------
The segment results for the period ended 31 May 2022 are as
follows:
2022 - Unaudited
Aerospace Metal
& Industrial Laboratory Melt Quality Central Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------------- --------------- ---------- ---------
Total segment revenue 30,769 31,797 20,820 - 83,386
Inter-segment revenue (84) (1,022) - - (1,106)
--------------- ------------- --------------- ---------- ---------
Revenue 30,685 30,775 20,820 - 82,280
--------------- ------------- --------------- ---------- ---------
Adjusted operating
profit/(loss) 3,091 6,064 2,782 (1,525) 10,412
Amortisation of
acquired intangible
assets (182) (153) - - (335)
Operating profit/(loss) 2,909 5,911 2,782 (1,525) 10,077
Finance costs - - - (566) (566)
--------------- ------------- --------------- ---------- ---------
Profit/(loss) before
tax 2,909 5,911 2,782 (2,091) 9,511
--------------- ------------- --------------- ---------- ---------
The segment assets and liabilities at 31 May 2023 are as
follows:
At 31 May 2023 -
Unaudited Aerospace Metal
& Industrial Laboratory Melt Quality Central Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------------- --------------- ---------- ---------
Segmental assets 70,099 64,762 34,099 1,990 170,950
Cash and cash equivalents - - - 19,678 19,678
--------------- ------------- --------------- ---------- ---------
Total assets 70,099 64,762 34,099 21,668 190,628
--------------- ------------- --------------- ---------- ---------
Segmental liabilities (20,488) (13,498) (6,587) (6,748) (47,321)
Retirement benefit
obligations - - - (6,759) (6,759)
Total liabilities (20,488) (13,498) (6,587) (13,507) (54,080)
--------------- ------------- --------------- ---------- ---------
The segment assets and liabilities at 31 May 2022 are as
follows:
At 31 May 2022 -
Unaudited Aerospace Metal
& Industrial Laboratory Melt Quality Central Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------------- --------------- ---------- ----------
Segmental assets 77,124 57,114 30,777 244 165,259
Cash and cash
equivalents - - - 15,988 15,988
--------------- ------------ --------------- ------------ -----------
Total assets 77,124 57,114 30,777 16,232 181,247
--------------- ------------ --------------- ------------ -----------
Segmental liabilities (20,481) (15,358) (7,015) (6,492) (49,346)
Retirement benefit
obligations - - - (7,102) (7,102)
Borrowings - - - (3,754) (3,754)
--------------- ------------ --------------- ------------ -----------
Total liabilities (20,481) (15,358) (7,015) (17,348) (60,202)
--------------- ------------ --------------- ------------ -----------
The segment assets and liabilities at 30 November 2022 are as
follows:
At 30 November 2022
- Audited Aerospace Metal
& Industrial Laboratory Melt Quality Central Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------------- --------------- ---------- ---------
Segmental assets 68,033 63,324 36,063 1,979 169,399
Cash and cash equivalents - - - 18,297 18,297
--------------- ------------- --------------- ---------- ---------
Total assets 68,033 63,324 36,063 20,276 187,696
--------------- ------------- --------------- ---------- ---------
Segmental liabilities (21,640) (13,168) (6,893) (5,111) (46,812)
Retirement benefit
obligations - - - (9,816) (9,816)
Total liabilities (21,640) (13,168) (6,893) (14,927) (56,628)
--------------- ------------- --------------- ---------- ---------
Geographical analysis
Six months ended 31 May
--------------------------------------------------------
2023 2022
Unaudited Unaudited
Revenue By destination By origin By destination By origin
GBP'000 GBP'000 GBP'000 GBP'000
--------------- ---------- --------------- ----------
United Kingdom 8,975 24,018 8,735 25,794
Continental Europe 18,475 14,054 18,961 10,146
United States of America 43,250 49,701 37,171 43,961
Other NAFTA 2,204 - 1,734 -
South America 1,448 - 987 -
Asia 15,395 2,779 13,558 2,379
Africa 805 - 1,134 -
--------------- ---------- --------------- ----------
90,552 90,552 82,280 82,280
--------------- ---------- --------------- ----------
3. Earnings per share (EPS)
Six months ended 31 May
------------------------------------------------------------------------
2023 2022
Unaudited Unaudited
As reported Earnings Weighted Per Earnings Weighted Per share
average share average
number of number Pence
GBP'000 shares Pence GBP'000 of shares
--------- ------------ ------- ----------- ------------ ----------
Profit for the
period - attributable
to owners of the
parent 8,849 7,376
Shares in issue 46,343,604 46,201,685
Shares owned by
the Employee Benefit
Trust (410,009) (289,162)
Basic EPS 8,849 45,933,595 19.3 7,376 45,912,523 16.1
Dilutive share
options outstanding - 18,087 - - 42,640 -
--------- ------------ ------- ----------- ------------ ----------
Diluted EPS 8,849 45,951,682 19.3 7,376 45,955,163 16.1
--------- ------------ ------- ----------- ------------ ----------
In addition to the above, the Group also calculates an earnings
per share based on adjusted profit as the Board believes this to be
a better measure to judge the progress of the Group, as discussed
in note 1.
Six months ended 31 May
2023 2022
Unaudited Unaudited
Adjusted Earnings Weighted Per Earnings Weighted Per share
average share average
number number of Pence
GBP'000 of shares Pence GBP'000 shares
----------- ----------- -------- ----------- ----------- ------------
Profit for the
period - attributable
to owners of the
parent 8,849 7,376
Adjusting items
(note 1) 491 268
----------- ----------- -------- ----------- ----------- ------------
Adjusted profit
-attributable to
owners of the parent 9,340 7,644
----------- ----------- -------- ----------- ----------- ------------
Adjusted basic
EPS 9,340 45,933,595 20.3 7,644 45,912,523 16.6
Adjusted diluted
EPS 9,340 45,951,682 20.3 7,644 45,955,163 16.6
----------- ----------- -------- ----------- ----------- ------------
4. Dividends per share
Six months ended 31 May
------------------------------------------
2023 2022
Unaudited Unaudited
Per share GBP'000 Per share GBP'000
---------- -------- ---------- --------
Final dividend approved 3.8p 1,745 3.5p 1,606
---------- -------- ---------- --------
The final dividend approved for the year ended 30 November 2022
was paid to shareholders on 7 June 2023.
The Directors have declared an interim dividend of 2.0 pence
(2022: 1.9 pence) per share to be paid on 23 August 2023 to
shareholders on the register at the close of business on 21 July
2023; the ex-dividend date is 20 July 2023.
5. Provisions
Dilapidations Warranty Total
GBP'000 GBP'000 GBP'000
-------------- --------- ---------
At 1 December 2022 328 3,692 4,020
Additional charge in period - 428 428
Release of provision - (79) (79)
Unwinding of discount 17 - 17
Exchange - (13) (13)
-------------- --------- ---------
At 31 May 2023 345 4,028 4,373
-------------- --------- ---------
Provisions arise from potential claims on major contracts, sale
warranties, and discounted dilapidations for leased property.
Matters that could affect the timing, quantum and extent to which
provisions are utilised or released, include the impact of any
remedial work, claims against outstanding performance bonds, and
the demonstrated life of the filtration equipment installed.
6. Contingent liabilities
At 31 May 2023, the Group has performance bonds totalling $nil
and EUR0.2 million (30 November 2022: US$1.0 million and EUR0.3
million). The uncalled performance bonds are expected to be called
or released no later than December 2024.
7. Cash generated from operations
Six months ended
31 May
------------------------
2023 2022
Unaudited Unaudited
GBP'000 GBP'000
----------- -----------
Operating profit 11,653 10,077
Adjustments for:
Fair value movement of derivatives through
profit and loss (100) 249
Share-based payments 552 387
Depreciation of property, plant and equipment
and amortisation of intangibles 2,127 1,862
Depreciation of right-of-use assets 1,124 1,098
Loss on disposal of property, plant and equipment - 23
Operating cash flows before movement in working
capital 15,356 13,696
----------- -----------
Increase in inventories (2,301) (3,044)
Increase in trade and other receivables (2,313) (6,162)
(Decrease)/increase in trade and
other payables (734) 4,582
Increase/(decrease) in provisions 351 (292)
Increase in working capital (4,997) (4,916)
----------- -----------
Post employment benefits (net cash
movements) (2,148) (1,541)
----------- -----------
Cash generated from operations 8,211 7,239
----------- -----------
8. Reconciliation of net cash flow to movement in net debt
Six months ended
31 May
------------------------
2023 2022
Unaudited Unaudited
GBP'000 GBP'000
Net cash/(debt) at the beginning of the period 6,825 (2,006)
Increase in cash and cash equivalents 1,631 344
Decrease in borrowings - 1,350
Decrease in lease liabilities 348 878
Effects of exchange rate changes (140) 176
----------- -----------
Net cash at the end of the period 8,664 742
----------- -----------
Cash and cash equivalents 19,678 15,988
Borrowings - (3,754)
Lease liabilities (11,014) (11,492)
Net cash at the end of the period 8,664 742
--------- ---------
9. Acquisitions
On 3 March 2023, the Group acquired certain business and assets
from HRW Inc., a small engineering operation in Nampa, Idaho, and
key supplier to the Group's microelectronics filtration facility in
Idaho. The acquisition expands machining and product design skills
to that location.
The total maximum consideration is GBP0.9 million; consisting of
initial and deferred and consideration. In the period since
acquisition, the business has contributed GBP0.1 million of
adjusted operating profit to the Group results. Had the acquisition
been consolidated from 1 December 2022, the income statement would
show adjusted operating profit of GBP12.3 million.
The following table sets out the purchase consideration,
together with the provisional fair value of assets acquired and
liabilities assumed:
Total
Purchase consideration: GBP'000
--------
Initial cash consideration 668
Deferred cash consideration 200
--------
Total purchase consideration 868
Provisional fair value of net assets acquired
(below) (679)
--------
Goodwill 189
--------
Fair value
Provisional fair value of identifiable assets acquired GBP'000
and liabilities assumed:
-----------
Technology and know-how 343
Property, plant and equipment (including right-of-use
assets) 538
Inventory 37
Trade and other payables (including
lease liabilities) (239)
-----------
Provisional fair value of net assets
acquired 679
-----------
A preliminary valuation of the identifiable intangible assets
has been carried out in the period. Acquisition-related intangible
assets comprise technology and know-how of GBP0.3 million.
The goodwill is attributable to non-contractual relationships,
the synergies between the business acquired and the operations of
the Group, and the potential to develop the technologies acquired.
None of these meet the criteria for recognition of intangible
assets separable from goodwill. The goodwill recognised is
attributable to the Aerospace & Industrial division and is
expected to be deductible for income tax purposes.
These estimates of fair value may be adjusted in future in
accordance with the requirements of IFRS 3 Business
Combinations.
On 4 May 2023, Group announced that it will acquire, subject to
Hungarian regulatory approval, 100% of the issued share capital of
two businesses, Ratiolab GmbH and Ratiolab Kft. (together
"Ratiolab") as outlined in the Divisional review above.
The direct cost of acquisitions was GBP0.2 million. This cost
has been charged to the income statement and is presented as an
adjusting item (see note 1).
10. Exchange rates
Exchange rates for the US dollar and Euro during the period
were:
Average Average rate Closing Closing rate
rate to 31 to 31 May rate at 31 at 30 Nov
May 23 22 May 23 22
Unaudited Unaudited Unaudited Unaudited
------------ ------------- ------------ -------------
US dollar 1.22 1.31 1.23 1.19
Euro 1.14 1.19 1.15 1.16
------------ ------------- ------------ -------------
11. Basis of preparation
Porvair plc is a public limited company registered in the UK and
listed on the London Stock Exchange.
This unaudited condensed interim consolidated financial
information for the six months ended 31 May 2023 has been prepared
in accordance with the Disclosure and Transparency Rules ('DTR') of
the Financial Conduct Authority and with IAS 34 Interim Financial
Reporting as contained in UK-adopted International Accounting
Standards. The condensed interim consolidated financial information
should be read in conjunction with the annual financial statements
for the year ended 30 November 2022, which were prepared in
accordance with applicable law and UK-adopted International
Accounting Standards.
The accounting policies applied in these interim financial
statements are consistent with those applied in the Group's
consolidated financial statements for the year ended 30 November
2022. A number of new amendments are effective from 1 December 2022
but they do not have a material effect on the Group's financial
statements.
Taxes on income in the interim period are accrued using the tax
rate that would be applicable to expected total annual
earnings.
This condensed interim consolidated financial information has
been prepared on a going concern basis under the historical cost
convention, as modified by the recognition of certain financial
assets and financial liabilities (including derivative financial
instruments) at fair value through profit or loss.
The preparation of condensed interim consolidated financial
information, in conformity with generally accepted accounting
principles, requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities at the date
of the condensed interim consolidated financial information, and
the reported amounts of revenues and expenses during the reporting
period. Although these estimates are based on management's best
knowledge of the amount, event or actions, actual results may
ultimately differ from those estimates. In preparing the condensed
interim financial statements, the significant judgements made by
management in applying the Group's accounting policies and the key
sources of estimation uncertainty were the same as those applied to
the consolidated financial statements for the year ended 30
November 2022.
After having made appropriate enquiries, including a review of
progress against the Group's budget for 2023, its current trading
and medium-term plans; and taking into account the banking
facilities available until May 2026, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for at least twelve months from
the date of approval of the condensed interim consolidated
financial information. Accordingly, they continue to adopt the
going concern basis in preparing this condensed interim
consolidated financial information.
This condensed interim consolidated financial information and
the comparative figures do not constitute full accounts within the
meaning of Section 434 of the Companies Act 2006. Statutory
accounts for the year ended 30 November 2022, which were approved
by the Board of Directors on 27 January 2023, and which include an
unqualified audit report, no emphasis of matter paragraph and no
statements under sections 498(2) or (3) of the Companies Act 2006,
have been delivered to the Registrar of Companies. This condensed
interim consolidated financial information has been reviewed, not
audited.
The condensed interim consolidated financial information does
not include all financial risk management information and
disclosures required in the annual financial statements; it should
be read in conjunction with the Group's annual financial statements
for the year ended 30 November 2022. There have been no changes in
any risk management policies since the year end.
This report will be available at Porvair plc's registered office
at 7 Regis Place, Bergen Way, King's Lynn, PE30 2JN and on the
Company's website, www.porvair.com .
Statement of directors' responsibilities
The Directors confirm that this condensed interim consolidated
financial information has been prepared in accordance with IAS 34
Interim Financial Reporting as contained in UK-adopted
International Accounting Standards , and that the interim
management report herein includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
-- an indication of important events that have occurred during
the first six months of the year, their impact on the condensed
interim consolidated financial information and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
-- material related party transactions in the first six months
of the year and any material changes in the related party
transactions described in the last annual report.
The Directors of Porvair plc are listed in the Porvair plc
Annual Report for the year ended 30 November 2022. A list of
current Directors is maintained on the Porvair plc website,
www.porvair.com .
By order of the board
Ben Stocks James Mills
Group Chief Executive Group Finance Director
30 June 2023
INDEPENT REVIEW REPORT TO PORVAIR PLC
Conclusion
We have been engaged by Porvair plc ('the Company') to review
the condensed set of financial statements of the Company and its
subsidiaries (the 'Group') in the interim financial report for the
six months ended 31 May 2023 which comprises the condensed
consolidated income statement, the condensed consolidated statement
of comprehensive income, the condensed consolidated balance sheet,
the condensed consolidated cash flow statement, the condensed
consolidated statement of changes in equity and related notes 1 to
11. We have read the other information contained in the interim
financial report and considered whether it contains any apparent
misstatements of fact or material inconsistencies with the
information in the condensed set of financial statements.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the interim financial report for the six months ended 31 May
2023 is not prepared, in all material respects, in accordance with
International Accounting Standard 34, "Interim Financial Reporting"
as contained in UK-adopted International Accounting Standards, and
the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" ('ISRE (UK) 2410') issued for use in the United Kingdom. A
review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 11, the annual financial statements of the
Group are prepared in accordance with UK-adopted International
Accounting Standards. The condensed set of financial statements
included in this interim financial report has been prepared in
accordance with International Accounting Standard 34, "Interim
Financial Reporting" as contained in UK-adopted International
Accounting Standards.
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
Conclusion section of this report, nothing has come to our
attention to suggest that management have inappropriately adopted
the going concern basis of accounting or that management have
identified material uncertainties relating to going concern that
are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410, however future events or conditions
may cause the Group and the Company to cease to continue as a going
concern.
Responsibilities of Directors
The interim financial report, is the responsibility of, and has
been approved by, the directors. The directors are responsible for
preparing the interim financial report in accordance with
International Accounting Standard 34, "Interim Financial Reporting"
as contained in UK-adopted International Accounting Standards and
the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
In preparing the interim financial report, the directors are
responsible for assessing the Group's and the Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Review of the Financial
Information
In reviewing the interim financial report, we are responsible
for expressing to the Company a conclusion on the condensed set of
financial statements in the interim financial report. Our
conclusion, including our Conclusions Relating to Going Concern,
are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the Company in accordance with
International Standard on Review Engagements (UK) 2410 "Review of
Interim Financial Information performed by the Independent Auditor
of the Entity". Our review work has been undertaken so that we
might state to the Company those matters we are required to state
to them in an independent review report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company, for our review
work, for this report, or for the conclusions we have formed.
RSM UK Audit LLP
Chartered Accountants
25 Farringdon Street
London EC4A 4AB
30 June 2023
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