TIDMMSI
RNS Number : 5145D
MS International PLC
22 June 2023
Chairman's statement
Results and Review
It is pleasing to report that the year ended April 2023 was one
of further, considerable progress for the Company, even if this may
not yet be immediately apparent from the results.
A delay by a customer in taking delivery of a significant
contract, relating to the first sales of our 'VSHORAD' counter
drone land-based weapon system, because of the continuing war in
Europe, meant that, although the equipment was virtually complete
and ready for despatch, it could not be delivered before our year
end. I am confident this will be fully resolved shortly, but the
timing issue negatively impacted the year's reported figures.
Accordingly, a pre-tax profit of GBP5.08m (2022-GBP5.97m) was
achieved on increased revenue of GBP83.96m (2022-GBP74.53m). Basic
earnings per share amounted to 25.6p (2022-30.9p).
More significantly, the value of the Group's order book has
almost doubled over the period to stand at a record GBP115 million
at the year end (2022-GBP64 million) while the balance sheet
remained strong with total cash of GBP15.52m (2022-GBP19.25m).
'Defence'
Another year of record revenue for this division, complemented
by the successful launch of our first 'in-house', developed,
land-based military product namely 'VSHORAD'. This was designed and
produced by us as an effective counter to the many threats posed to
strategic infrastructure by drone warfare.
Following extensive and comprehensive performance proving
trials, we were delighted to have been awarded our first order for
the supply of seven 'VSHORAD' systems to an overseas customer.
Meantime, our determined endeavours in the United States are
being rewarded. We continue to make positive headway towards our
goal to gain appropriate US military product approval for our
MSI-DS 30mm naval gun system following rigorous testing trials
conducted on our weapon system.
'Forgings'
This was another good business performance from our
manufacturing operations based in the UK, the United States and
Brazil, at a time when not only we, but also our many international
customers, were focused on seeking to realign raw material and
component availability to match current demand, following the
disruptions inflicted by the global pandemic.
'Petrol Station Superstructures'
High levels of business activity across the markets we serve and
a dynamic performance from our UK and Polish operations, resulted
in both sales and profitability exceeding expectations whilst
delivering strong cash positions at the year end.
With many years of experience in constructing petrol station
superstructures, not only in the UK but also in mainland Europe, we
are extremely well placed to address a changing marketplace that is
reflecting the demands of an ever-increasing number of electric
vehicles. Forecourt operators are intensifying their efforts to
upgrade sites to become broader 're-fuelling - hubs' that can
facilitate a wide variety of liquid fuels, under-canopy electric
charging and vehicle valeting combined with increasing facilities
for retail shopping and roadside convenience food.
'Corporate Branding'
Our UK operations have continued to expand and prosper,
providing our petrol station forecourt customers with a quality
service for both new projects and the important maintenance and
repair of existing site branding.
In contrast, we experienced a much slower recovery in business
activity in our Netherlands based mainland Europe operations which
was disappointing and is accordingly being addressed.
Outlook
'Defence'
I am pleased to report that we have recently received
encouraging confirmation that matters have been resolved relating
to the delayed significant contract caused by the continuing war in
Europe. We expect to receive payment shortly and then the equipment
can be delivered.
Following the successful launch of our 'VSHORAD' counter drone
land-based weapon system with this first order, there continues to
be considerable international market interest and excitement that,
we believe, should result in a significant number of further sales
opportunities. In this regard, we are pleased to report that we
have received a new order to supply a number of these systems with
a contract value of circa GBP54m.
Regarding the ongoing opportunities in the US, we cautiously
believe that we are well placed to be awarded a contract to supply
our MSI-DS 30mm naval weapon system to the US Navy. We have been
invited to visit the US to continue commercial negotiations.
In the meantime, we continue to invest in expanding the Defence
business. The ongoing refurbishment and reorganisation of our
Norwich manufacturing and weapon assembly facility is central to
achieving that objective.
'Forgings'
This division already holds a strong international market
presence and excellent reputation as an all-round, top-quality
supplier of forged fork-arms for the global materials handling
industry.
We believe that, with the continuing planned investment in
upgrading facilities and manufacturing equipment across our plants,
we shall continue to perform at an outstanding and acceptable
level.
'Petrol Station Superstructures'
Forecourt operators are adapting very positively to the rising
number of electric vehicles by increasing the number of roof
covered charging points and reorganising site layout to accommodate
a complete range of motor vehicle refuelling facilities. MSI, with
a wealth of experience and detailed construction records for
thousands of petrol station sites, remains well placed to provide
an excellent and efficient service to the market.
'Corporate Branding'
Our UK operation will continue to consolidate and grow its
current leading position in the UK market.
Summary
We perceive that we are achieving a significant, upward step
change in the further development of the Company that will again
bring additional rewards and success for the business. I look to
the future with confidence.
All matters considered the Board recommends the payment of a
final dividend of 13p per share (2022-7.5p) making a total for the
year of 15p (2022-9.25p).
The dividend is expected to be paid on the 18th of August 2023
to those shareholders on the register at the close of business on
the 6th July 2023.
Michael Bell
21(st) June 2023
MS INTERNATIONAL plc
Michael Bell Tel: 01302 322133
Shore Capital (Nominated Adviser
and Broker)
Patrick Castle Tel: 020 7408 4090
Daniel Bush
Copies of this announcement are available from the Company's
registered office at MS INTE RNATIONAL plc, Balby Carr Bank,
Doncaster, DN4 8DH, England. The Notice of AGM will be posted to
shareholders on or before 17(th) July, 2023. The full Annual Report
and Accounts will be posted to shareholders in the week commencing
17(th) July, 2023 at the latest. They will be made available on the
Company's website at www.msiplc.com and will be delivered to the
Registrar of Companies after it has been laid before the Company's
members at the Annual General Meeting to be held on 9(th) August,
2023 at The Holiday Inn, Warmsworth, Doncaster.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018.
Consolidated income statement
For the year ended 30th April, 2023
2023 2022
Continuing operations Total Total
GBP'000 GBP'000
Revenue 83,956 74,524
Cost of sales (60,556) (54,121)
---------------------------------------------------------------------------------------- --------- ---------
Gross profit 23,400 20,403
Distribution costs (3,402) (3,304)
Administrative expenses (14,748) (12,097)
O ther operating income - 1,185
----------------------------------------------------------------------------------------
(18,150) (14,216)
--------- ---------
Group operating profit 5,250 6,187
Share of net loss of joint venture (36) -
---------
Interest received 134 1
Interest paid (134) (95)
Other finance costs - pensions (136) (126)
---------
(136) (220)
--------- ---------
Profit before taxation 5,078 5,967
Taxation (963) (1,035)
---------------------------------------------------------------------------------------- --------- ---------
Profit for the year attributable to equity holders of the parent 4,115 4,932
---------------------------------------------------------------------------------------- --------- ---------
Basic earnings per share 25.6p 30.9p
Diluted earnings per share 24.2p 29.6p
Consolidated statement of comprehensive income
For the year ended 30th April, 2023
2023 2022
Total Total
GBP'000 GBP'000
Profit for the year attributable to equity holders of the parent 4,115 4,932
Exchange differences on retranslation of foreign operations 97 (603)
---------------------------------------------------------------------------------------- --------- ---------
Net other comprehensive gain/(loss) to be reclassified to profit or loss in subsequent
years 97 (603)
--------------------------------------------------------------------------------------- --------- ---------
Remeasurement (losses)/gains on defined benefit pension scheme (35) 1,601
Deferred tax on remeasurement on defined benefit pension scheme 9 (145)
Revaluation of land and buildings - 3,868
Deferred tax on revaluation surplus on land and buildings (252) (798)
Net other comprehensive (loss)/income not being reclassified to profit or loss in
subsequent
years (278) 4,526
--------------------------------------------------------------------------------------- --------- ---------
Total comprehensive income for the year attributable to equity holders of the parent 3,934 8,885
--------------------------------------------------------------------------------------- --------- ---------
Consolidated and company statement of changes in equity
For the year ended 30th April, 2023
Share Capital Other Revaluation Special Currency Treasury Retained Total
capital redemption reserves reserve reserve translation shares earnings shareholders'
reserve reserve funds
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
(a) Group
At 30th April,
2021 1,784 957 2,815 6,055 1,629 186 (2,789) 20,399 31,036
Profit for the
year - - - - - - - 4,932 4,932
Other
comprehensive
income/(loss) - - - 3,868 - (603) - 658 3,923
------- -------- -------- -------------
Total
comprehensive
income/(loss) - - - 3,868 - (603) - 5,590 8,855
Dividends paid - - - - - - - (1,316) (1,316)
------- ---------- -------- ----------- ------- ----------- -------- -------- -------------
At 30th April,
2022 1,784 957 2,815 9,923 1,629 (417) (2,789) 24,673 38,575
Profit for the
year - - - - - - - 4,115 4,115
Other
comprehensive
income/(loss) - - - - - 97 - (278) (181)
------- ---------- -------- ----------- ------- ----------- -------- -------- -------------
Total
comprehensive
income/(loss) - - - - - 97 - 3,837 3,934
Share option
expense - - - - - - - 86 86
Exercise of
share options - - - - - - 408 (408) -
Dividends paid - - - - - - - (1,520) (1,520)
---------------
At 30th April,
2023 1,784 957 2,815 9,923 1,629 (320) (2,381) 26,668 41,075
--------------- ------- ---------- -------- ----------- ------- ----------- -------- -------- -------------
(b) Company
At 30th April,
2021 1,784 957 7,620 - 1,629 - (2,789) 16,581 25,782
Profit for the
year - - - - - - - 3,362 3,362
Other
comprehensive
income - - - - - - - 1,232 1,232
------- ---------- -------- ----------- ------- ----------- -------- -------- -------------
Total
comprehensive
income - - - - - - - 4,594 4,594
Dividends paid - - - - - - - (1,316) (1,316)
--------------- ------- ---------- -------- ----------- ------- ----------- -------- -------- -------------
At 30th April,
2022 1,784 957 7,620 - 1,629 - (2,789) 19,859 29,060
Profit for the
year - - - - - - - 305 305
Other
comprehensive
loss - - - - - - - (1) (1)
------- ---------- -------- ----------- ------- ----------- -------- -------- -------------
Total
comprehensive
income - - - - - - - 304 304
Share option
expense - - - - - - - 86 86
Exercise of
share options - - - - - - 408 (408) -
Dividends paid - - - - - - - (1,520) (1,520)
---------------
At 30th April,
2023 1,784 957 7,620 - 1,629 - (2,381) 18,321 27,930
--------------- ------- ---------- -------- ----------- ------- ----------- -------- -------- -------------
Consolidated and company statements of financial position
At 30th April, 2023
Group Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 24,886 24,537 1,161 1,017
Right-of-use assets 1,162 1,479 4,571 5,029
Intangible assets 2,396 3,002 - -
Investments in subsidiaries - - 15,669 18,126
Investment in joint venture - 34 - -
Deferred income tax asset 1,677 1,435 1,216 1,374
------------------------------------ -------- -------- --------
30,121 30,487 22,617 25,546
-------- -------- -------- --------
Current assets
Inventories 24,764 16,327 2,765 2,592
Trade and other receivables 9,031 12,754 14,344 15,612
Contract assets 144 1,773 - -
Cash and cash equivalents 12,336 18,092 8,016 3,258
Restricted cash held in Escrow 2,917 1,158 - -
------------------------------------ -------- -------- --------
49,192 50,104 25,125 21,462
-------- -------- -------- --------
TOTAL ASSETS 79,313 80,591 47,742 47,008
------------------------------------ -------- -------- -------- --------
EQUITY AND LIABILITIES
Equity
Share capital 1,784 1,784 1,784 1,784
Capital redemption reserve 957 957 957 957
Other reserves 2,815 2,815 7,620 7,620
Revaluation reserve 9,923 9,923 - -
Special reserve 1,629 1,629 1,629 1,629
Currency translation reserve (320) (417) - -
Treasury shares (2,381) (2,789) (2,381) (2,789)
Retained earnings 26,668 24,673 18,321 19,859
------------------------------------ -------- -------- -------- --------
TOTAL EQUITY SHAREHOLDERS' FUNDS 41,075 38,575 27,930 29,060
------------------------------------ -------- -------- -------- --------
Non-current liabilities
Defined benefit pension liability 4,216 4,720 4,216 4,720
Deferred income tax liability 2,943 2,578 - -
Lease liabilities 829 1,158 4,388 4,807
------------------------------------ -------- -------- -------- --------
7,988 8,456 8,604 9,527
-------- -------- -------- --------
Current liabilities
Trade and other payables 15,286 14,878 9,933 7,392
Contract liabilities 14,585 18,329 856 622
Lease liabilities 379 353 419 407
------------------------------------ -------- -------- -------- --------
30,250 33,560 11,208 8,421
-------- -------- -------- --------
TOTAL EQUITY AND LIABILITIES 79,313 80,591 47,742 47,008
------------------------------------ -------- -------- -------- --------
Consolidated and company cash flow statements
For the year ended 30th April, 2023
Group Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Profit/(loss) before taxation 5,078 5,967 (1,233) 2,509
Adjustments to reconcile profit/(loss) before taxation to cash
generated from operating activities:
Depreciation charge of owned assets and right-of-use assets 2,044 1,746 965 931
Amortisation charge 239 227 - -
Impairment of goodwill 390 349 - -
Impairment of investment - - 2,457 -
Profit on disposal of property, plant and equipment (107) (169) (66) (163)
Share option expense 86 - 86 -
Share of net loss of joint venture 36 - - -
Finance costs 136 220 246 292
Foreign exchange losses (369) (142) - -
Increase in inventories (8,326) (3,657) (173) (1,094)
Decrease/(increase) in receivables 5,510 (930) 1,268 344
(Decrease)/increase in payables (5) 1,340 2,194 1,518
(Decrease)/increase in progress payments (3,726) (3,660) 234 (252)
Pension fund deficit reduction payments (675) (900) (675) (900)
----------------------------------------------------------------- -------- -------- -------- ----------
Cash generated from operating activities 311 391 5,303 3,185
Net interest (received)/paid 50 (43) 44 (1)
Taxation (paid)/received (758) (447) (363) 151
----------------------------------------------------------------- -------- -------- -------- ----------
Net cash (outflow)/inflow from operating activities (397) (99) 4,984 3,335
----------------------------------------------------------------- -------- -------- -------- ----------
Investing activities
Dividends received from subsidiaries - - 2,439 1,249
Purchase of property, plant and equipment (1,971) (2,703) (705) (578)
Purchase of intangible assets - (54) - -
Proceeds on disposal of property, plant and equipment 237 227 120 185
(Increase)/decrease in cash held in the Escrow account maturing
in more than 90 days (1,759) 5,007 - -
Net cash (outflow)/inflow from investing activities (3,493) 2,477 1,854 856
----------------------------------------------------------------- -------- -------- -------- ----------
Financing activities
Lease payments (415) (405) (560) (560)
Dividends paid (1,520) (1,316) (1,520) (1,316)
Net cash outflow from financing activities (1,935) (1,721) (2,080) (1,876)
----------------------------------------------------------------- -------- -------- -------- ----------
(Decrease)/increase in cash and cash equivalents (5,825) 657 4,758 2,315
Opening cash and cash equivalents 18,092 17,390 3,258 943
Exchange differences on cash and cash equivalents 69 45 - -
Closing cash and cash equivalents 12,336 18,092 8,016 3,258
----------------------------------------------------------------- -------- -------- -------- ----------
The financial information set out above does not constitute the
Company's statutory accounts for the periods ended 30(th) April,
2023 or 30th April, 2022 but is derived from those accounts.
Statutory accounts for 2022 have been delivered to the Registrar of
Companies and those for 2023 will be delivered following the
Company's Annual General Meeting. The auditors have reported on
those accounts; their reports were unqualified and did not contain
a statement under section 498 (2) or (3) of the Companies Act
2006.
1. Segment information
The following table presents revenue and profit and certain assets and liability information
regarding the Group's divisions for the years ended 30th April, 2023 and 30th April, 2022.
The reporting format is determined by the differences in manufacture and services provided
by the Group. The 'Defence' division is engaged in the design, manufacture, and service of
defence equipment. The 'Forgings' division is engaged in the manufacture of forgings. The
'Petrol Station Superstructures' division is engaged in the design, manufacture, construction,
branding, maintenance, and restyling of petrol station superstructures. The 'Corporate Branding'
division is engaged in the design, manufacture, installation, and service of corporate brandings.
Management monitors the operating results of its business units separately for the purpose
of making decisions about resource allocation and performance assessment. Group financing
(including finance costs and finance revenue) and income taxes are managed on a group basis
and are therefore not allocated to operating segments.
'Defence' 'Forgings' 'Petrol Station 'Corporate Total
Superstructures' Branding'
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Segmental
revenue
Total revenue 32,433 30,219 23,266 16,482 16,336 15,143 12,412 13,009 84,447 74,853
Revenue from
other segments - - - - (316) (245) (175) (84) (491) (329)
--------------- ------- ------- ------- ------- --------- ------- ------- ------- ------- -------
Revenue from
external
customers 32,433 30,219 23,266 16,482 16,020 14,898 12,237 12,925 83,956 74,524
--------------- ------- ------- ------- ------- --------- ------- ------- ------- ------- -------
Segment result
Operating
profit/(loss) 2,023 4,123 3,864 2,245 2,053 1,074 (2,690) (1,255) 5,250 6,187
Share of net
loss of joint
venture (36) -
Net finance
costs (136) (220)
--------------- ------- -------
Profit before
taxation 5,078 5,967
Taxation (963) (1,035)
--------------- ------- -------
Profit for the
year 4,115 4,932
--------------- ------- -------
Segmental
assets
Assets
attributable
to segments 28,145 33,393 9,394 7,883 10,732 9,380 6,744 8,050 55,015 58,706
Unallocated
assets* 24,298 21,885
Total assets 79,313 80,591
--------------- ------- -------
Segmental
liabilities
Liabilities
attributable
to segments 19,012 23,643 3,942 3,547 3,402 3,109 3,391 3,591 29,747 33,890
Unallocated
liabilities * 8,491 8,126
--------------- ------- -------
Total
liabilities 38,238 42,016
--------------- ------- -------
Other
segmental
information
Capital
expenditure 1,065 1,933 213 389 353 195 340 186 1,971 2,703
Depreciation 322 210 644 561 728 714 350 261 2,044 1,746
Amortisation 18 10 - - 43 43 178 174 239 227
Impairment - - - - - - 390 349 390 349
* Unallocated assets include certain fixed assets (including all UK properties), current assets
and deferred income tax assets. Unallocated liabilities include the defined pension benefit
scheme liability, the deferred income tax liability, and certain current liabilities.
Assets and liabilities attributable to segments comprise the assets and liabilities of each
segment adjusted to reflect the elimination of the cost of investment in subsidiaries and
the provision of financing loans provided by MS INTERNATIONAL plc.
Revenue between segments is determined on an arm's length basis. Segment results, assets,
and liabilities include items directly attributable to the segment as well as those that can
be allocated on a reasonable basis.
Geographical analysis
The following table presents revenue and expenditure and certain assets and liabilities information
by geographical segment for the years ended 30th April, 2023 and 30th April, 2022. The Group's
geographical segments are based on the location of the Group's assets.
United Kingdom Europe USA South America Total
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
External revenue by
origin 51,424 41,665 12,333 11,599 17,270 18,917 2,929 2,343 83,956 74,524
Non-current assets 20,529 20,160 3,365 4,327 6,107 5,913 120 87 30,121 30,487
Current assets 40,269 37,235 5,158 6,147 2,844 6,024 921 698 49,192 50,104
Liabilities 23,281 28,380 3,345 4,112 11,380 9,223 232 301 38,238 42,016
Capital expenditure 1,569 2,377 162 133 240 193 - - 1,971 2,703
Revenue disaggregated by destination is shown as follows:
2023 2022
GBP'000 % GBP'000 %
United Kingdom 28,354 34% 31,287 42%
Europe 21,158 25% 17,103 23%
USA 17,270 21% 19,406 26%
South America 3,036 3% 2,421 3%
Rest of World 14,138 17% 4,307 6%
Total revenue 83,956 100% 74,524 100%
------------------------ --------- --------- ------- ------- ------- ------- ------- --------- --------- --------
The Group's largest customer, which is reported in the 'Defence'
division, contributed 12.6% to the Group's revenue (2022 - 14.2% in
the 'Defence' division from a different customer). There are no
other customers which contributed more than 10% to the Group's
revenue (2022 - 11.4% in the 'Defence' division).
During the year, the Group recognised GBP2.2m of profit in
relation to a contract in the 'Defence' division that was
terminated in April 2023.
2. Other operating income
2023 2022
GBP'000 GBP'000
Settlement of contractual dispute - 1,185
------------------------------------------------------------- --------- --------- ------------- ----------
- 1,185
------------------------------------------------------------ --------- --------- ------------- ----------
In the prior year the Group settled a contractual dispute, the terms of which are confidential.
The amount received was recognised in other income. The Group incurred GBP0.6m of legal costs
in the prior year in relation to this matter. These costs were included in administrative
expenses.
3. Employee information
The average number of employees, including executive directors, during the year was as follows:
Group Company
2023 2022 2023 2022
Number Number Number Number
Production 263 252 78 74
Technical 71 71 21 23
Distribution 26 26 2 2
Administration 94 98 39 39
------------------------------------------------------------- --------- --------- ------------- ----------
454 447 140 138
--------- --------- ------------- ----------
(a) Staff costs
Including executive directors, employment costs were
as follows:
Group Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Wages and salaries 21,024 18,942 7,415 7,139
Covid-19 job retention scheme income - (1,636) - -
Social security costs 3,853 3,233 822 722
Pension costs 667 570 423 352
Share options expense 30 29 30 29
------------------------------------------------------------- --------- --------- ------------- ----------
25,574 21,138 8,690 8,242
--------- --------- ------------- ----------
The Covid-19 job retention scheme income has been received in the following countries:
2023 2022
GBP'000 GBP'000
The Netherlands - 1,310
USA - 251
Poland - 75
--------- ---------
- 1,636
------------------------------------------------------------ --------- --------- ------------- ----------
(b) Directors' emoluments
2023 2022
GBP'000 GBP'000
Aggregate directors' emoluments 2,072 1,810
Pension contributions 65 52
Gain on exercise of share options 1,042 -
------------------------------------------------------------ --------- --------- ------------- ----------
3,179 1,862
------------------------------------------------------------ --------- --------- ------------- ----------
On 8th December, 2022 two directors exercised LTIP share options
totalling 250,000 at an exercise price of GBP0 per share. The gain
on the exercise of these share options is the difference between
market price at the date of exercise of GBP4.17 and the exercise
price of GBP0 per share.
4. (a) Taxation
The charge for taxation comprises:
2023 2022
GBP'000 GBP'000
Current tax
United Kingdom corporation tax 860 667
Foreign corporation tax 311 120
Adjustments in respect of previous years (76) (10)
----------------------------------------------------------------------------- -------- --------
Group current tax expense 1,095 777
----------------------------------------------------------------------------- -------- --------
Deferred tax
Origination and reversal of temporary differences (122) 261
Adjustments in respect of previous years (2) (5)
Adjustments in respect of difference in applicable tax rate (8) 2
----------------------------------------------------------------------------- -------- --------
Group deferred tax (credit)/expense (132) 258
----------------------------------------------------------------------------- -------- --------
Total tax expense on profit 963 1,035
----------------------------------------------------------------------------- -------- --------
Tax relating to items charged to other comprehensive income:
2023 2022
GBP'000 GBP'000
Deferred tax charged through other comprehensive income
Deferred tax on measurement gains on pension scheme current year (9) 145
Deferred tax on revaluation surplus on land and buildings 252 798
Deferred tax expense in the Consolidated statement of comprehensive income 243 943
----------------------------------------------------------------------------- -------- --------
(b) Factors affecting the tax charge for the year
The tax charge assessed for the year is lower than (2022: lower than) the standard rate of
corporation tax in the UK of 19.5% (2022 - 19%). The differences are explained below:
2023 2022
GBP'000 GBP'000
Profit before tax 5,078 5,967
--------------------------------------------------------------------------------- -------- --------
Profit multiplied by standard rate of corporation tax of 19.5% (2022 - 19%) 990 1,134
Effects of:
Expenses not deductible for tax purposes 35 29
Permanent timing differences (293) (276)
Adjustments in respect of overseas tax rates 125 132
Dual residency tax 232 29
Current tax adjustment in respect of previous years (76) (10)
UK deferred tax not previously recognised (40) -
Deferred tax adjustment in respect of previous years (2) (5)
Deferred tax adjustment in respect of different applicable rates (8) 2
--------------------------------------------------------------------------------- -------- --------
Total taxation expense for the year 963 1,035
--------------------------------------------------------------------------------- -------- --------
(c) Factors affecting future tax charge
On 1st April 2023 the rate of corporation tax in the UK increased from 19% to 25%. Therefore,
deferred income tax has been provided at 25%.
5. Earnings per share
The calculation of basic earnings per share of 25.6p (2022 - 30.9p) is based
on the profit for the year attributable to equity holders of the parent of
GBP4,115,000 (2022 - GBP4,932,000) and on a weighted average number of ordinary
shares in issue of 16,045,581 (2022 - 15,949,691). At 30th April, 2023 there
were 1,270,000 (2022 - 1,055,000) dilutive shares on option with a weighted
average effect of 980,875 (2022 - 716,575) giving a diluted earnings per share
of 24.2p (2022 - 29.6p).
2023 2022
Number of ordinary shares in issue at start of the year 17,841,073 17,841,073
Cancellation of ordinary shares during the year - -
------------------------------------------------------------- ------------ ------------
Number of ordinary shares in issue at the end of the year 17,841,073 17,841,073
-------------------------------------------------------------- ------------ ------------
Weighted average number of shares in issue 17,841,073 17,841,073
Less weighted average number of shared held in the ESOT (245,048) (245,048)
Less weighted average number of shares purchased by the
Company (1,550,444) (1,646,334)
-------------------------------------------------------------- ------------ ------------
Weighted average number of shares to be used in basic
EPS calculation 16,045,581 15,949,691
Weighted average number of the 1,270,000 (2022 - 1,055,000)
dilutive shares 980,875 716,575
Weighted average diluted shares 17,026,456 16,666,266
-------------------------------------------------------------- ------------ ------------
Profit for the year attributable to equity holders of
the parent in GBP 4,115,000 4,932,000
Basic earnings per share 25.6p 30.9p
Diluted earnings per share 24.2p 29.6p
6. Dividends paid and proposed 2023 2022
GBP'000 GBP'000
Declared and paid during the year:
Final dividend for 2022: 7.5p (2021 - 6.5p) 1,196 1,037
Interim dividend for 2023: 2p (2022 - 1.75p) 324 279
-------------------------------------------------------------- ------------
1,520 1,316
------------ ------------
Proposed for approval by shareholders at the AGM:
Final dividend for 2023: 13p (2022 - 7.5p) 2,106 1,196
-------------------------------------------------------------- ------------ ------------
7. Trade and other receivables
Group Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Trade receivables (net of allowance for expected credit
losses) 6,931 10,167 2,756 2,366
Amounts owed by subsidiary undertakings - - 11,356 13,024
Amounts owed by joint venture - 228 - -
Prepayments 1,027 1,352 228 218
Other receivables 1,071 1,001 4 4
Income tax receivable 2 6 - -
--------
9,031 12,754 14,344 15,612
-------- -------- -------- -----------
(a) Trade receivables
Trade receivables are denominated in the following currencies:
Group Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Sterling 3,946 5,554 1,739 1,576
Euro 1,973 1,786 1,017 790
US dollar 736 2,406 - -
Other currencies 276 421 - -
---------------------------------------------------------- -------- -----------
6,931 10,167 2,756 2,366
-------- -------- -------- -----------
Trade receivables are non-interest bearing, generally have 30 day terms, and are shown net
of provision for expected credit losses. The aged analysis of trade receivables after provision
for expected credit losses is as follows:
Group Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Not past due 5,059 7,234 2,282 2,316
< 30 days 1,745 2,062 482 24
30-60 days 90 64 18 19
60-90 days 37 11 - 8
> 90 days - 796 (26) (1)
---------------------------------------------------------- -------- -------- -------- -----------
Total 6,931 10,167 2,756 2,366
----------------------------------------------------------- -------- -------- -------- -----------
In the Group, trade receivables with a nominal value of GBP36,000 (2022 - GBP52,000) were
impaired and fully provided as at 30th April, 2023. During the year, expected credit losses
of GBP42,000 (2022 - GBP20,000) were recovered and expected credit losses of GBP26,000 (2022
- GBP29,000) were incurred.
In the Company, trade receivables with a nominal value of GBP16,000 (2022 - GBP33,000) were
impaired and fully provided as at 30th April, 2023. During the year, expected credit losses
of GBP30,000 (2022 - GBP7,000) were recovered and expected credit losses of GBP13,000 (2022
- GBP29,000) were incurred.
(b) Amounts owed by joint venture
Amounts owed by joint venture are non-interest bearing and have 30 day terms. The aged analysis
of amounts owed by joint venture net of provision for expected credit losses as follows:
Group
2023 2022
GBP'000 GBP'000
Not past due - 135
< 30 days - 47
30-60 days - 34
60-90 days - 12
---------------------------------------------------------- -------- -------- -------- -----------
Total - - 228
----------------------------------------------------------- -------- -------- -------- -----------
At 30th April, 2023 there was no provision for expected credit losses relating to amounts
owed by joint venture (2022 - nil).
(c) Intercompany receivables
All amounts due from Group companies are repayable on demand and are not charged interest.
The majority of intercompany balances are to group entities with liquid assets and are capable
of being repaid on demand. An impairment charge of GBP1,470,000 relating to 'MSI-Sign Group
BV' and 'MSI-Sign Group GmbH' has been recognised on intercompany receivables in the company
(2022 - nil).
There are loans to 'MS INTERNATIONAL Estates Limited' and 'MS INTERNATIONAL Estates LLC',
which although repayable on demand, are supported by properties, which will not be immediately
realisable. The directors have assessed the likelihood of default and the loss in the event
of default as well as the balance at the reporting date and conclude that there is no material
impairment of the receivable.
The amounts receivable at the reporting date can be categorised as:
Company
2023 2022
GBP'000 GBP'000
Amounts due from companies backed by liquid assets 3,607 3,880
Amounts due from 'MS INTERNATIONAL Estates Limited' 5,461 5,925
Amounts due from 'MS INTERNATIONAL Estates LLC' 2,288 3,219
------------------------------------------------------------------------------- --------
11,356 13,024
8. Cash and cash
equivalents
Group Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand 12,336 18,092 8,016 3,258
Restricted cash held in
Escrow - maturing in
more than 90 days 2,917 1,158 - -
Total cash 15,253 19,250 8,016 3,258
The balance held in Escrow provides security to Lloyds Bank plc in respect of specific guarantees,
indemnities, and performance bonds given by the Group in the ordinary course of business.
9. Net funds
(a) Analysis of net
funds
Group Company
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 12,336 18,092 8,016 3,258
Restricted cash held in
Escrow 2,917 1,158 - -
Lease liabilities (1,208) (1,511) (4,807) (5,214)
14,045 17,739 3,209 (1,956)
(b) Group movement in
net funds
Cash and cash Restricted cash held Lease liabilities Total
equivalent in Escrow
At 30th April, 2021 17,390 6,165 (545) 23,010
Cash flows 657 (5,007) 405 (3,945)
Foreign exchange
adjustments 45 - 7 52
New leases - - (1,327) (1,327)
Other changes - - (51) (51)
At 30th April, 2022 18,092 1,158 (1,511) 17,739
Cash flows (5,825) 1,759 415 (3,651)
Foreign exchange
adjustments 69 - (61) 8
Other changes - - (51) (51)
At 30th April, 2023 12,336 2,917 (1,208) 14,045
(c) Company movement
in net funds
Cash and cash Lease liabilities Total
equivalents
At 30th April, 2021 943 (5,609) (4,666)
Cash flows 2,315 560 2,875
Other changes - (165) (165)
At 30th April, 2022 3,258 (5,214) (1,956)
Cash flows 4,758 560 5,318
Other changes - (153) (153)
At 30th April, 2023 8,016 (4,807) 3,209
9. Reserves
Capital redemption reserve
The balance classified as capital redemption reserve represents the nominal value of issued
share capital of the Company, repurchased.
Other reserves
Following the transfer of assets held at valuation by the Company to a subsidiary company,
a reserve has been created which is non-distributable. This is equal to the revaluation reserve
previously arising.
Additionally, it includes the non-distributable retained reserve for the revaluation reserve
previously showing in the Company for properties now transferred to other members of the Group.
Revaluation reserve
The asset revaluation reserve is used to record increases in the fair value of land and buildings
and decreases to the extent that such decrease relates to an increase on the same assets
previously
recognised in equity.
Special reserve
The special reserve is a distributable reserve created following the cancellation of a share
premium account by way of court order in March 1993.
Currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from
the translation of the financial statements of foreign subsidiaries. It is also used to record
the effect of hedging net investments in foreign operations.
Treasury shares
The treasury share reserve is detailed as follows:
2022 2021
GBP'000 GBP'000
Employee Share Ownership Trust (a) 100 100
Shares in treasury (b) 2,689 2,959
2,789 3,059
(a) The Employee Share Ownership Trust ("ESOT") provides for the issue of options over ordinary
shares in the Company to Group employees, including executive directors, at the discretion
of the Remuneration Committee. The trustee of the ESOT is Ocorian Ltd, an independent company
registered in Jersey.
The trust has purchased an aggregate 245,048 (2022 - 245,048) ordinary shares, which represents
1.49% (2022 - 1.51%) of the issued share capital of the Company excluding treasury shares
at an aggregate cost of GBP100,006. The market value of the shares at 30th April, 2023 was
GBP1,250,000 (2022 - GBP728,000). The Company has not made any payments (2022 - nil) into
the ESOT bank accounts during the year. Details of the outstanding share options for directors
are included in the Directors' remuneration report.
The assets, liabilities, income, and costs of the ESOT have been incorporated into the Company's
financial statements. Total ESOT costs charged to the income statement in the year amounts
to GBP8,000 (2022 - GBP1,000). During the year, 20,000 options have been granted over shares
(2022 - nil) and 250,000 options on shares were exercised (2022 - nil).
(b) The Company made the following purchases and cancellations of its own 10p ordinary shares
to be held in Treasury:
Number GBP'000
Purchase of 1,000,000 shares from the Group's pension scheme on 11th
December, 2013 1,000,000 1,722
Purchase of 646,334 shares on 30th January, 2014 646,334 1,237
Purchase of 555,000 shares on 15th January, 2021 555,000 636
Consideration paid for purchase of own shares 2,201,334 3,595
Cancellation of 555,000 shares at weighted average rate (555,000) (906)
Exercise of LTIP share options (250,000) (408)
Net value of treasury shares 1,396,334 2,281
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END
FR FFFFIRSILFIV
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