Porvair Regulatory News (PRV)

For immediate release 30 January 2017

Porvair plc

Results for the year ended 30 November 2016

Record profit before tax and strong cash generation

Porvair plc ("Porvair" or "the Group"), the specialist filtration and environmental technology group, today announces its results for the year ended 30 November 2016.

Strong financial performance:

· Record revenue of £109.4 million (2015: £95.8 million), up 14%. At constant currency* up 8%.

· Profit before tax up 10% to a record £10.1 million (2015: £9.2 million).

· Basic earnings per share up 10% to 17.1 pence (2015: 15.5 pence).

· Strong cash generation: net cash increased to £13.6 million at 30 November 2016 (2015: £10.7 million). £7.4 million (2015: £4.4 million) invested in capital expenditure and acquisitions.

· Final dividend of 2.4 pence per share (2015: 2.2 pence per share) recommended, an increase of 9%.

Metals Filtration:

· Revenue up 12% to £34.7 million (2015: £31.0 million). 1% up in constant currency, following a strong second half.

· 89% sales growth in China and promising pipeline going into 2017.

· 12% operating profit decline to £2.2 million (2015: £2.4 million) largely due to planned start-up costs in China.

· Record aluminium filtration sales.

Microfiltration:

· Record revenue and profit. Revenue up 15% to £74.6 million (2015: £64.8 million), up 11% in constant currency.

· Operating profit up 22% to £11.8 million (2015: £9.7 million).

· Record revenue in aviation filtration.

· Record results at Seal Analytical.

· TEM, acquired in December 2015, delivered a strong first year.

Outlook:

· Further investments in capacity, new product development and skills planned.

· Healthy order position going into 2017.

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

"Porvair finished 2016 strongly and the Group has started 2017 with a healthy order position. Investments in capacity and manufacturing capabilities allow room for further growth. The acquisition made in December 2015 continues to perform ahead of expectations. New products will be introduced in aviation, nuclear filtration and by Seal Analytical. The modest losses incurred in our Chinese start-up are expected to diminish. Overall, the Group remains in a strong financial position and a good start has been made to the current year."

*See note 14 for definition of revenue at constant currency

For further information please contact:

An analyst briefing will take place at 9:30 a.m. on Monday 30 January 2017 at Buchanan. An audio webcast and a copy of the presentation will be available at www.porvair.com on the day.

Operating review

Overview of 2016

Profit before tax in the year ended 30 November 2016 was up 10% to a record £10.1 million. Earnings per share increased 10% to 17.1 pence. Robust cash generation enabled the Group to finish the year with net cash of £13.6 million after investing £7.4 million in capital expenditure and acquisitions.

Revenue was £109.4 million, an increase of 14%. Currency translation benefited reported revenues. At constant currency growth was 8%.

Record revenue was achieved in aviation, by the Microfiltration division's US operation, by Seal Analytical and in aluminium filtration. Demand in the nuclear, general industrial and bioscience markets was also strong. TEM, the microelectronics business acquired in December 2015 had an excellent first year.

Further investments in organic growth were made. The Microfiltration division's US operation moved to new premises, expanding manufacturing and office space. In China, commissioning of the aluminium filter production line finished. Of our eleven manufacturing sites, eight have been extended and upgraded in recent years. In 2017 investment will continue as we build further capacity to meet growing demand.

Over the last five years the Group has delivered revenue growth of 60% (10% CAGR) and cash from operations of £63 million. Over the same period, £28 million has been invested in capital expenditure and acquisitions, and net debt of £5.1 million has moved into a cash position of £13.6 million. In 2016, the Group's after tax operating profit return on operating capital was 48% (2015: 49%), up from 21% five years ago.

Strategic statement

Porvair's strategy has remained consistent for a number of years. It is to generate shareholder value through the development of specialist filtration and associated environmental technology businesses, both organically and by acquisition. Such 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 often designed into a specification and will typically have long life cycles.

This strategy continues to work for the Group, which moves into 2017 in a position of financial strength, able to invest in both organic and acquired growth as appropriate.

Business model outline

Our customers require filtration or emission control products that perform to a given specification. We win business by offering the best technical solutions for these requirements at an acceptable commercial cost. Filtration expertise is applicable across all markets with new products generally being adaptations of existing designs. Experience in particular markets or applications is valuable in building customer confidence. Domain knowledge is important, as is deciding where to direct resources.

This leads us to:

1. Focus on markets where we see long term growth potential.

2. Look for applications where product use is mandated and replacement demand is therefore 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 four markets: aviation; energy and industrial; laboratories; and molten metals. All have clear structural growth drivers.

· Our products are specialist in nature and typically protect costly or complex downstream systems. As a result they are replaced regularly. A high proportion of our annual revenue is from repeat orders.

· We prioritise new product development in order to generate growth rates in excess of the underlying market. Where possible we build robust intellectual property around our product developments. About 30% of our revenue is derived from patent protected products.

· Our geographic presence follows the markets we serve. 46% of revenue is in the Americas, where aviation and metals filtration are strong. 24% of revenue is in Asia, where sales into water analysis markets are growing and the demand for gasification plants is strongest.

· 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 small acquisitions. All investments are subject to a hurdle rate analysis based on strategic and financial priorities.

Operating structure

· The Group has two divisions. The Microfiltration division serves the aviation, energy and industrial, and laboratory markets. The Metals Filtration division focuses on filtration of molten metals, principally aluminium.

· The Group has plants in the US, UK, Germany and China. 48% of revenue is manufactured in the US, 41% in the UK, 8% in Germany and 3% in China.

Investment and future development

The main investments during 2016 were:

· The acquisition of TEM filters in December 2015, greatly expanding our offering in microelectronics filtration and opening new routes into that market.

· A new manufacturing facility and headquarters for US industrial filtration, opened in March 2016, doubling our production capacity, upgrading equipment and creating space for engineering and sales expansion.

· A new facility for Seal Analytical in the US opened in December 2016, creating additional capacity for manufacturing and product development for our water analysis and laboratory supplies business.

· The final commissioning of the Metals Filtration aluminium filtration line in China, products from which are now shipping across Asia. Further investments will be made in 2017 to expand our foundry filter capability in China.

· Additional manufacturing capacity in all three UK plants, mainly focused on increasing aviation output and shortening production lead times.

· Further capacity expansion in Maine for US industrial production of sintered metal filters.

New product development remains core to Porvair's strategy, with incremental range extensions and increasing product differentiation being priorities. In 2016:

· Testing of a new inerting filter for commercial aviation was completed. This will go into production in early 2017.

· A patented aluminium filter for the Chinese market secured initial sales.

· Seal Analytical launched two new platforms and three product upgrades. A further new platform, and two additional model upgrades are planned for 2017.

· The range of filters acquired with TEM for microelectronics was updated, expanded and relaunched under a new brand. New products will be added to the range in 2017.

· Six range extensions were introduced to Chromatrap for the filtration and separation of genetic materials.

· An innovative, high strength HEPA filter was certified for use in nuclear air and gas treatment. Production will begin in 2017.

Divisional review

Metals Filtration

Revenue from the Metals Filtration division was £34.7 million. This was a record, albeit flattered by currency movements, with constant currency revenue for the year up 1%. Having been 4% down after six months trading, performance in the second half of the year was encouraging, particularly against a dollar headwind for this business which exports 40% of its production.

Operating profit fell 12%, principally due to a second year of planned losses in the Chinese start-up. These are expected to diminish in 2017 as the plant builds revenue and investments in staff and training start to take effect.

This division serves three market segments and has a well differentiated and patented product range:

· Selee CSX™ and Selee CSW™ for aluminium cast house filtration. These products have a unique environmental footprint in being free of phosphates and ceramic fibres.

· Selee IC™ for grey and ductile iron filtration. This range is sold principally in the US and offers excellent filtration efficiency.

· Selee SA™ for the filtration of nickel-cobalt alloys. This niche application requires exceptional filtration performance and uses a proprietary additive manufacturing technique.

Sales of aluminium filters were at record levels, driven partly by revenue in China which grew by 89%. We expect our proprietary formulation will be attractive in higher quality Chinese aluminium cast houses. We are prepared to be patient in building our position in this market, selling on value rather than price.

The environmental and filtration benefits of our filters were recognised with a further exclusive multi-year supply contract for Arconic's (formerly Alcoa) global cast house filter needs. Sales of Selee CSXTM achieved another record in 2016.

We will make further modest investments in China in 2017 to expand our foundry market capacity there. We have made some productivity gains in the US using automation, robotics and additive manufacturing and will invest further in these in 2017.

Microfiltration

Record results were achieved in the Microfiltration division. Revenue was up 15% to £74.6 million (11% at constant currency) and operating profits were up 22% to £11.8 million.

General levels of demand were encouraging. Aviation revenues grew 21% and the new product pipeline is promising. Orders for new programmes, including the Airbus NEO, Airbus A350, Boeing 777X, Bombardier C Series and Mitsubishi MRJ, are starting to come through. Nuclear filtration had a good year with further orders anticipated for 2017. Revenues in the US from both general industrial and Seal Analytical were up 9%. The 2017 orderbook for bioscience filtration is good, with sales of our licenced technology to Thermo Fisher again growing. We will expand our bioscience production capabilities early in 2017.

Large gasification projects continue to be an area of focus. At the half year we expected commissioning in Korea to be largely complete by the year end, but delays in the wider project have slowed its final start-up. We have seen only minor issues with our equipment thus far and are pleased with progress. The project in India is expected to begin commissioning towards the end of 2017 and the one in China is on track. An Indian Joint Venture agreement with Mascot Dynamics and contracts to build the filter cleaning equipment we have designed have been signed.

As discussed in previous statements, the Group has adopted long term contract accounting for these large projects. Revenue is principally recognised through the manufacturing and shipping phase of each project: £19.5 million was reported in 2014; £5.5 million in 2015; and £9.7 million in 2016. Allowance is made for potential future costs arising during the commissioning and warranty stages of the projects. Profits are therefore recognised as the projects mature.

The microelectronics business acquired in December 2015 has started positively with both revenue and profit well ahead of expectations. New management has been appointed following the earn-out period, several new distributors are being appointed and new products will roll out in 2017.

Seal Analytical achieved another record result with revenue growing by 17%, 6% in constant currency. Seal is a leading supplier of equipment and consumables to laboratories and specialises in equipment for the detection of inorganic contamination in water. This niche market grows as water quality standards improve, with demand particularly strong in 2016 from China and the US. Seal distinguishes itself from its competitors with an active new product development programme. Four new platforms have been introduced over the last four years and one more will be introduced in 2017. Seal's five year CAGR revenue growth is 11%. We plan to expand our German manufacturing footprint in 2017.

Dividends

The Board re-affirms its preference for a progressive dividend and recommends an improved final dividend of 2.4 pence per share (2015: 2.2 pence). This makes the full year dividend 3.8 pence per share (2015: 3.5 pence), an increase of 9%.

Staff

Porvair continues to expand and the Board welcomes the new staff who have joined us during 2016. We recognise that our success is entirely due to the skill and commitment of our people, to whom we offer our thanks.

As we grow, retaining staff and developing key skills becomes increasingly important. We put more emphasis on training across the Group in 2016 and this will increase again in 2017.

On behalf of shareholders and the Group we sent our condolences to the family of Dr Krishnamurthy Rajagopal, who died in November. He was a wise and highly effective Non-Executive Director of the Group whose contribution is missed.

We were delighted to welcome Sally Martin to the Board as an Independent Non-Executive Director in October 2016. Sally is Vice President of Health, Safety, Security and Environmental at the Downstream division of Shell International Petroleum and is a member of the Chartered Institute of Electrical Engineers. She has joined the Audit, Remuneration and Nomination Committees. Sally will become Chairman of the Remuneration Committee from the AGM in April 2017.

Current trading and outlook

Porvair finished 2016 strongly and the Group has started 2017 with a healthy order position. Investments in capacity and manufacturing capabilities allow room for further growth. The acquisition made in December 2015 continues to perform ahead of expectations. New products will be introduced in aviation, nuclear filtration and by Seal Analytical. The modest losses incurred in our Chinese start-up are expected to diminish. Overall, the Group remains in a strong financial position and a good start has been made to the current year.

Ben Stocks

Group Chief Executive

27 January 2017

Financial review

Reported revenue growth was 14%. At constant currency, translating overseas subsidiaries at the same rates in 2015 and 2016, revenue was up 8%. Operating profit was up 9% and profit before tax grew 10%.

Operating profit margins were 9.7% (2015: 10.2%), with margin improvements in the Microfiltration division offset by a reduction in Metals Filtration, as a result of start-up losses in the new China plant, and an increase in Other Unallocated expenses. Other Unallocated expenses cover central costs and increased to £3.3 million (2015: £2.4 million) largely due to currency contract mark-to-market provisions.

Operating profit includes amortisation charges on intangible assets arising on acquisition of £0.3 million (2015: £0.2 million); a charge of £0.1 million (2015: credit of £0.1 million) from the reassessment of acquisition consideration; acquisition expenses of £nil (2015: £0.1 million); and share based payment charges of £0.5 million (2015: £0.5 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 average rate used for translating the results of US operations into Sterling was $1.38:£1 (2015: $1.53:£1) and the Group's Euro denominated operations were translated at €1.25:£1 (2015: €1.37:£1). The rates used to translate the balance sheet at 30 November 2016 were $1.25:£1 (2015: $1.51:£1) and €1.18:£1 (2015: €1.43:£1). Weaker Sterling lifted reported revenues by 6%. Translation gains increased operating profit by 7% compared with 2015 but were offset by mark to market provisions on forward currency sales such that there was little net currency impact on operating profit or earnings.

The Group sold $19.0 million and €6.75 million of its 2016 UK receipts during the financial year and achieved an average rate of $1.50:£1 (2015: $1.54:£1) and €1.23:£1 (2015: €1.39:£1), respectively.

At 30 November 2016, the Group had $12.0 million (2015: $8.8 million) of outstanding forward foreign exchange contracts taken out to translate the future receipts on the Group's dollar revenue generated by the UK operations; offset by $3.4 million of net current assets on the UK operations' balance sheet. The Group has applied hedge accounting to $1.0 million (2015: $4.0 million) of these contracts. The reduction in the value of the hedge in the year of £0.1 million (2015: charge of £0.2 million) is shown in the consolidated statement of comprehensive income. Included in Other Unallocated, the Group has taken a £1.0 million provision on marking to market the $7.6 million forward exchange contracts not covered by dollar denominated current assets.

Finance costs

Net interest payable remained at £0.6 million (2015: £0.6 million). Included within interest payable are finance costs in relation to the defined benefit pension scheme, which were £0.4 million (2015: £0.4 million) in the year. The Group incurs non-utilisation fees on its unused borrowing facilities, which were at a rate of 50% of the facility's margin until the end of April 2016, when the rate dropped to 35% of the margin. Non-utilisation fees comprise the majority of the remaining interest cost.

Interest cover was 18 times (2015: 16 times); excluding the impact of the pension finance charge, the interest cover is 66 times (2015: 61 times).

Tax

The Group tax charge was £2.3 million (2015: £2.2 million). This is an effective rate of 23% (2015: 24%), which is higher than the UK standard corporate tax rate of 20% (2015: 20.3%). Tax in the UK was reduced by the benefit of tax relief on the exercise of share options but the rates of tax are higher on profits made in Germany and the US. The tax charge comprises current tax of £2.4 million (2015: £2.3 million) and a deferred tax credit of £0.1 million (2015: £0.1 million).

The Group carries a deferred tax asset of £3.3 million (2015: £2.5 million) and a deferred tax liability of £1.7 million (2015: £1.5 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, arising in the US.

Total equity and distributable reserves

Total equity at 30 November 2016 was £71.4 million (2015: £59.1 million), an increase of 21% over the prior year. Increases in total equity arose from: profit after tax of £8.2 million (2015: £7.3 million) with the charge for employee share option schemes net of tax (2016 £0.5 million; 2015: £0.3 million) added back; exchange gains on translation of £9.2 million (2015: £0.9 million); and £0.2 million (2015: £nil) arising on the proceeds of the issue of shares on share option exercises. Reductions in total equity arose from a pension scheme actuarial loss net of tax of £3.5 million (2015: gains of £0.4 million); dividends paid of £1.6 million (2015: £1.5 million); purchases by the Employee Benefit Trust of the Company's own shares charged directly to equity of £0.1m (2015: £nil) and a reduction of £0.1 million (2015: £0.1 million) in the value of hedge accounting instruments.

The Company had £9.9 million (2015 £8.3 million) of distributable reserves at 30 November 2016. Following the adoption of FRS101 in the Company accounts, distributable reserves as at 30 November 2015 have been restated from £18.2 million previously reported to £8.3 million. This arises principally as a result of including the Group's pension deficit on the Company balance sheet for the first time.

Return on capital employed

The Group's return on capital employed was 15% (2015: 16%). Excluding the impact of goodwill and the net pension liability, the return on operating capital employed was 48% (2015: 49%).

Cash flow

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

Net working capital increased by £0.4 million (2015: reduced by £0.8 million). Cash receipts less payments from large contracts was £1.0 million higher than the profit recognised in the year ended 30 November 2016. This reduction in working capital was offset by increased working capital from strong trading in the final quarter and in China associated with the start up of production in the new plant.

Construction contracts and performance bonds

The income statement impact of the large contracts is described in the Divisional Review above. At 30 November 2016, the Group had £0.8 million (2015: £nil) due from contract customers and amounts due to contract customers of £7.9 million (2015: £7.7 million), representing the amount by which progress billings at 30 November 2016 exceeds revenue recognised to date on these large contracts.

The contract customers generally provide advance payments to fund the initial stages of the contracts and the Group provides advance payment bonds to the customer as security. The bonds are cancellable after up to six months following the shipment of goods. At 30 November 2016 there were US$5.0 million (2015: US$5.3 million) of advance payment bonds outstanding.

The contract customers also generally require performance bonds to cover risks arising during the contract warranty periods. At 30 November 2016 the Group had US$7.2 million (2015: US$9.7 million) of performance bonds outstanding.

Capital expenditure

Capital expenditure was £4.5 million (2015: £3.8 million before disposal proceeds of £0.5 million). The principal investments in 2016 are described in the Operating Review. Capital expenditure in 2017 is expected to be at a similar level.

Acquisitions

On 4 December 2015, the Group acquired TEM Filter Company. The total consideration was $5.2 million (£3.6 million), of which $4.4 million (£2.9 million) was paid immediately. An estimated $0.9 million (£0.7 million) is expected to be paid in contingent consideration in 2017 based upon the performance of the business in its first year of ownership by the Group. $0.8 million of the contingent consideration is included in the original purchase cost and goodwill calculation, $0.1 million has been written off to the profit and loss account.

Pension schemes

The Group continues to support its defined benefit pension scheme in the UK, which is closed to new members, and to provide access to defined contribution schemes for its US employees and other UK employees.

The Group total pension cost was £2.4 million (2015: £2.3 million). £2.0 million (2015: £1.9 million) was recorded as an operating cost: £1.3 million (2015: £1.2 million) related to funding defined contributions schemes; £0.6 million (2015: £0.6 million) related to the charge for the Group's defined benefit scheme and £0.1 million (2015: £nil) related to the pension protection levy. £0.4 million (2015: £0.4 million) was charged as a finance cost in relation to the defined benefit scheme.

The Group's net retirement benefit obligation was £16.1 million (2015: £12.0 million). The Company contributions paid to the defined benefit scheme in the UK were £1.1 million (2015: £1.0 million). The service cost, administrative expenses and finance cost were £1.0 million (2015: £1.0 million) and the actuarial loss in the year was £4.2 million (2015: gain of £0.8 million). All of the assumptions adopted were broadly in line with the previous year with the exception of the discount rate used to value the liabilities which was reduced from 3.7% to 2.9%. This broadly accounts for the 18% in the increase in the plan liabilities to £42.1 million (2015: £35.7 million). The plan's assets increased to £26.1 million (2015: 23.8 million).

The defined benefit scheme had 46 (2015: 48) active members, 261 (2015: 271) deferred members and 249 (2015: 249) pensioners at 30 November 2016. The life expectancy of members of the scheme reaching age 65 at 30 November 2016 is assumed to be 21.7 years (2015: 21.6 years) for men and 23.7 years (2015: 23.6 years) for women. The weighted average duration of the plan scheme liabilities at the end of the period is 20 years (2015: 20 years).

A full triennial actuarial valuation of the assets and liabilities of the defined benefit scheme was completed in 2016, based on data at 31 March 2015. As a result of this review, the Group and the Trustees agreed to alter the employer's contributions from 13.3% of salary to 18.9% of salary. Additionally, the Group committed to making a £0.2 million annual contribution towards the running costs of the scheme from April 2016, 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 £1.0 million per annum commencing in December 2016. The next full actuarial valuation of the scheme will be based on the pension scheme's position at 31 March 2018 and is expected to be completed before June 2019.

Borrowings and bank finance

At the year end, the Group had cash balances of £13.6 million (2015: £10.7 million) and no borrowings (2015: £nil). 

The Group signed a five year borrowing facility agreement on 25 January 2013 comprising a five year US$20 million revolving credit facility, a £2.5 million term loan (reduced to £nil million by 30 November 2015) and a £2.5 million overdraft facility. These facilities have margins over LIBOR ranging between 1.95% and 2.25%.

At 30 November 2016, the Group had $20 million (2015: $20 million) of unused loan facilities and an unused overdraft facility of £2.5 million (2015: £2.5 million).

Finance and treasury policy

The treasury function at Porvair is managed centrally, under Board supervision. It seeks to limit the Group's trading exposure to currency movements. The Group does not hedge against the impact of exchange rate movements on the translation of profits and losses of overseas operations.

The Group finances its operations through share capital, retained profits and, when required, bank debt. It has adequate facilities to finance its current operations and capital plans for the foreseeable future.

Chris Tyler

Group Finance Director

27 January 2017

Consolidated income statement

For the year ended 30 November

Consolidated statement of comprehensive income

For the year ended 30 November

Consolidated balance sheet

As at 30 November

Consolidated cash flow statement

For the year ended 30 November

Reconciliation of net cash flow to movement in net cash

 Consolidated statement of changes in equity

Notes

1. Segment information

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

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

1. Segment information continued

Segment assets and liabilities

Geographical analysis

2. Earnings per share

3. Dividends per share

The Directors recommend the payment of a final dividend of 2.4 pence per share (2015: 2.2 pence per share) on 2 June 2017 to shareholders on the register on 28 April 2017; the ex-dividend date is 27 April 2017. This makes a total dividend for the year of 3.8 pence per share (2015: 3.5 pence per share).

4. Property, plant and equipment

5. Goodwill and other intangible assets

6. Trade and other payables

7. Construction contracts

8. Borrowings

On 25 January 2013, the Group entered into five year banking facilities sufficient for its foreseeable needs comprising a US $20 million revolving credit facility, a £2.5 million amortising term loan (reduced to £nil at 30 November 2015) and a £2.5 million overdraft. At 30 November 2016, the Group had $20 million of unused facilities (2015: $20 million of unused facilities) and an unutilised overdraft facility of £2.5 million (2015: £2.5 million).

9. Provisions

10. Share capital and premium

In January 2016, 308,200 ordinary shares of 2 pence each were issued on the exercise of Long Term Share Plan share options for a cash consideration of £6,000. In July 2016, 25,000 ordinary shares of 2 pence each were issued on exercise of EMI share options for a cash consideration of £18,000. In October and November 2016, 150,928 ordinary shares of 2 pence each were issued on the exercise of Save As You Earn share options for a cash consideration of £140,000.

In February 2015, 441,000 ordinary shares of 2 pence each were issued on the exercise of Long Term Share Plan share options for a cash consideration of £9,000. In December 2014 and May 2015, 9,221 ordinary shares of 2 pence each were issued on exercise of Save As You Earn share options for a cash consideration of £10,000. In November 2015, 10,000 ordinary shares of 2 pence each were issued on the exercise of EMI share options for a cash consideration of £15,000.

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 and Save As You Earn schemes. During the year the Group purchased 20,000 ordinary shares (2015: nil) of 2 pence for a total consideration of £77,000 (2015: £nil). 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 £77,000 (2015: £nil). As at 30 November 2016 the EBT held a total of 20,000 ordinary shares of 2 pence (2015: nil) at a cost of £77,000 (2015: £nil) and a market value of £84,000 (2015: £nil).

11. Acquisition

On 4 December 2015 the Group, through its subsidiary Porvair Filtration Group, Inc., purchased the trade and assets of TEM Filter Company. The trade is the manufacture of specialist filters and is based in the USA. The total consideration is $5,220,000 (£3,576,000); $4,350,000 (£2,880,000) was paid on 4 December 2015, with the balance being contingent and due for payment before 31 May 2017. The contingent consideration is estimated based on the forecast performance of the acquired business in its first year of ownership by the Group. At the time of acquisition this was expected to be $750,000 (£497,000). Based on the actual performance of the division, this amount is estimated to be $870,000 (£696,000). The difference between the initial assessment of contingent consideration and the revised estimate of $120,000 (£87,000) has been charged to the income statement in the year. The maximum contingent consideration is $1,200,000 (£960,000). The direct costs of acquisition, which were charged to the income statement, were $58,000 (£38,000). In the period since acquisition, the business has contributed $3,691,000 (£2,678,000) of revenue and $916,000 (£665,000) of operating profit to the Group results.

The goodwill attributable to the acquisition relates to the acquired customer base and non-contractual relationships, the synergies between the business acquired and the existing operations of the Group and the potential to develop the acquired technologies, which do not meet the criteria for capitalisation as intangible assets. The goodwill recognised is attributable to the Microfiltration division and is expected to be deductible for income tax purposes. The purchase is accounted for as an acquisition.

12. Deferred and contingent consideration on acquisitions

13. Cash generated from operations

14. Revenue at constant currency estimation

Revenue at constant currency is derived from translating overseas subsidiaries at budgeted fixed exchange rates. In 2016 and 2015 the rates used were $1.6:£ and €1.4:£.

15. Basis of preparation 

The results for the year ended 30 November 2016 have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union as at 30 November 2016. 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 2016, 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 2015, 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 10.30 a.m. on Tuesday 11 April 2017 at Porvair Filtration Group Limited, 1 Concorde Close, Segensworth, Fareham, Hampshire PO15 5RT.

17. Related parties

There were no related party transactions in the year ended 30 November 2016. 

18. Responsibility Statement

Each of the Directors confirms that, 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 2015. A list of current Directors is also maintained on the Porvair website www.porvair.com.

Copies of full accounts will be sent to shareholders in March 2017. Additional copies will be available from www.porvair.com.