RNS Number : 6169C
MS International PLC
22 June 2021
Chairman's Statement
Results and Review
It is both pleasing and reassuring to report that for the year ended 30th April 2021, the Company returned to profits with a pre-tax figure of £1.59m (2020 - loss £3.25m) on revenue of £61.54m (2020 - £61.15m). Basic earnings per share amounted to 7.2p, (2020 - loss per share of 15.1p). The balance sheet has strengthened, with total cash increased to £23.56m (2020 - £16.30m).
Exceptionally good progress has been made across the Group, despite the negative and distracting influence of the global pandemic. Furthermore, the outlook is now much brighter than we could have imagined twelve months ago. We have lost neither skills, nor potential market opportunities and are now starting to benefit from the numerous ambitious development projects and investment programmes that we have been diligently progressing over the past few years.
'Defence'
We continued to stay abreast of our obligations to our many international defence business customers, completing sales of new weapon installations, whilst fully supporting and servicing customers around the world, including twelve individual navies. International marketing activity was, by enforced necessity, sadly restrained. The home market with the UK MoD remains, disappointingly subdued.
Pleasingly, a request from the US Navy, that we field our 'state of the art' 30mm MSI-DS naval weapon system for an evaluation trials programme resulted in a highly positive outcome. We have since been awarded a contract for the supply of seven systems, the first of which has now been delivered directly to the US Navy. We are hopeful that these sales may well lead to follow on production orders. In addition, following the award of that contract, we received an order from a US shipbuilder to supply eight similar weapon systems for a US government Foreign Military Sales Programme.
This important break-through in the United States defence market, is a direct result of our persistent and purposeful marketing effort within the US over many years and our relentless, and crucially important, investment in product development programmes for the world markets.
'Forgings'
This division started the period in a relatively weak business environment, centred around a Brexit settlement and the overhanging potential loss or reduction in fork-arm requirements from our many EU based customers; then Covid hit! The uncertainties were not helped by the growing deterioration in the availability and supply of raw materials and components and their increasing costs. Not only were our own requirements affected but also those of our customers' other material requirements.
Market conditions only started to improve in early 2021, after many of our existing and potential customers reverting to a 'buy-local' philosophy, rather than continuing to buy 'economic dumped' product from China, where reliability of supply had seriously deteriorated. This positive trend for us, when added to our earlier restructuring of our UK operations, at last brought some positive economic sanity into the international markets we serve through our indigenous fork-arm manufacturing plants in the UK, plus North and South America.
'Petrol Station Superstructures'
Despite a much slowed 'pandemic induced' start to the period in the UK, once HM Government determined that petrol stations in England were deemed an essential operation and could remain open, there was a notable upturn in our business activity. Throughout the lockdowns, many of our UK customers, particularly those operating stations that included a quality convenience store and, in some cases, a food outlet, traded well, even though it is reported that fuel sales dropped by 70% at the height of the restrictions. As travel restrictions were eased, so the need for structural maintenance and new builds gained momentum and there was a pleasing marked restoration in our UK activities.
Unfortunately, there was not a similar freedom of movement across mainland Europe and consequently our operation in Poland - which traditionally services customers from Scandinavia and across Eastern Europe - had a much reduced, activity level throughout the period.
Notwithstanding the challenges, the division, led by the UK operation, achieved a marked improvement in profitability over that reported in the prior year.
'Corporate Branding'
This division, which operates primarily across western European through operations based in The Netherlands and Germany, experienced a ten per cent reduction in activity compared to the previous year, owing to local and cross border travel restrictions and vigorously enforced lockdowns across the EU. Consequently, revenue was some 30% lower than anticipated. Across the sectors we serve, petrol, hospitality, airports and automotive, people movement was intensely restricted and as a consequence many of our customers' development programmes were simply put on an 'extended hold'.
By contrast, our UK 'Petrol Sign' business has continued to grow and prosper, responding in line with the more positive approach taken by the UK forecourt market highlighted in my comments on 'Petrol Station Superstructures'.
Outlook
'Defence'
Our recent positive breakthrough into the western world's largest defence market is truly most encouraging and we will do our utmost to progress the many perceived opportunities that are out there. Our other product developments, aimed at opening up new global markets, are progressing to plan and once international travel arrangements can recommence this will enable the business to exploit a number of perceived and very promising opportunities.
Simultaneously, we are upgrading the capabilities of our existing UK manufacturing facilities and systems, to enhance further our production capabilities to meet anticipated future demand.
'Forgings'
With our highly efficient 'local' manufacturing operations in the UK, the United States and Brazil, we are well placed to take advantage of the growing ecological and economic pressures regarding minimising long distance shipping of products around the globe.
'Petrol Station Superstructures'
The UK petrol station market has recovered strongly and very positively from the initial lock-down pressures of the pandemic.
There continues to be a notable, and very positive change, in the structure of petrol station ownership in the UK. The long-established ownership of stations by the large international oil companies is diminishing and passing to that of that a small number of privately owned, well- funded, entrepreneurial groups. Consequently, there is considerable investment taking place to enhance their station operations, creating what is being termed 'mobility hubs,' that will offer, not only a wide variety of fuel options, but also high quality and spacious convenience stores; fast-food outlets; rest areas and internet amenities plus superior car valeting facilities.
With our Group's extensive experience and high reputation in the construction, maintenance and, most recently, the branding of petrol stations, we aim to continue to provide a superior, high quality service to these relatively new, and progressively minded, groups.
Our Poland based business, that enjoys an outstanding reputation for performance amongst the many customers it regularly serves in numerous countries, is well positioned to respond once inter country travel restraints are lifted and there is a restoration of business normality.
'Corporate Branding'
This division has still to contend with the present ongoing operational restraints on travel across international borders, necessitated by the pandemic.
In the meantime, we have reorganised and integrated the operations of this division to reflect the wider product and market sectors it serves. Not only have we considerably reduced costs, but it is now better focused on meeting the expectations of a broader customer market than just 'petrol', which had previously been the prime focus when we acquired the 'Petrol Sign BV' business in 2015.
In concluding, I thank all our employees for their support and commitment to the business in what has clearly been a most disruptive and frustrating business year for everyone.
Our thanks also to HM Government and to those Governments, in countries where we have operating businesses, for their 'Covid-19' support in what has been an unprecedented time.
Our commitment to moving the business forward remains at the forefront of our objectives after 15 months of continuous global restrictions. We remain resilient and dedicated, along with a great team of people and are well placed to achieving our aim. Most importantly, we also enjoy further enhanced strong financial resources to support and develop opportunities as they arise.
All matters considered the Board recommends the payment of a reinstated final dividend of 6.5p per share (2020 - 1.75p) making a total for the year of 8.25p (2020 - 3.5p). The final dividend is expected to be paid on the 10th August 2021, to those shareholders on the register at the close of business on 16th July 2021.
Michael Bell
21st June 2021
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 INTERNATIONAL plc, Balby Carr Bank, Doncaster, DN4 8DH, England. The full Annual Report and Accounts, which will include the Notice of AGM, will be posted to shareholders on 6th July, 2021, will be 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 29th July 2021 at The Holiday Inn, Warmsworth, Doncaster.
Consolidated income statement
For the year ended 30th April, 2021
2021
2020
Continuing operations
Total
Total
£'000
£'000
Revenue
61,539
61,153
Cost of sales
(44,218)
(48,275)
Gross profit
17,321
12,878
Distribution costs
(2,581)
(3,455)
Administrative expenses
(12,954)
(12,542)
(15,535)
(15,997)
Group operating profit/(loss)
1,786
(3,119)
Share of net profit of joint venture
28
-
Interest received
10
133
Interest paid
(92)
(103)
Other finance costs - pensions
(140)
(164)
(222)
(134)
Profit/(loss) before taxation
1,592
(3,253)
Taxation
(415)
762
Profit/(loss) for the year attributable to equity holders of the parent
1,177
(2,491)
Basic earnings/(loss) per share
7.2p
(15.1p)
Diluted earnings/(loss) per share
7.0p
(15.1p)
Consolidated statement of comprehensive income
For the year ended 30th April, 2021
2021
2020
Total
Total
£'000
£'000
Profit/(loss) for the year attributable to equity holders of the parent
1,177
(2,491)
Exchange differences on retranslation of foreign operations
(38)
(55)
Net other comprehensive loss to be reclassified to profit or loss in subsequent years
(38)
(55)
Remeasurement gains/(losses) on defined benefit pension scheme
1,213
(2,197)
Deferred tax on remeasurement on defined benefit scheme
(230)
545
Deferred tax on revaluation surplus on land and buildings
-
(110)
Net other comprehensive income/(loss) not being reclassified to profit or loss in subsequent years
983
(1,762)
Total comprehensive income/(loss) for the year attributable to equity holders of the parent
2,122
(4,308)
Consolidated and company statement of changes in equity
For the year ended 30th April, 2021
Share capital
Capital redemption reserve
Other reserves
Revaluation reserve
Special reserve
Currency translation reserve
Treasury shares
Retained earnings
Total shareholders' funds
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
(a) Group
At 27th April, 2019
1,840
901
2,815
6,055
1,629
279
(3,059)
25,338
35,798
Loss for the year
-
-
-
-
-
-
-
(2,491)
(2,491)
Other comprehensive loss
-
-
-
-
-
(55)
-
(1,762)
(1,817)
Total comprehensive loss
-
-
-
-
-
(55)
-
(4,253)
(4,308)
Dividends paid
-
-
-
-
-
-
-
(1,362)
(1,362)
At 30th April, 2020
1,840
901
2,815
6,055
1,629
224
(3,059)
19,723
30,128
Profit for the year
-
-
-
-
-
-
-
1,177
1,177
Other comprehensive (loss)/income
-
-
-
-
-
(38)
-
983
945
Total comprehensive (loss)/income
-
-
-
-
-
(38)
-
2,160
2,122
Dividends paid
-
-
-
-
-
-
-
(578)
(578)
Purchase of own shares
-
-
-
-
-
-
(636)
-
(636)
Cancellation of shares
(56)
56
-
-
-
-
906
(906)
-
At 30th April, 2021
1,784
957
2,815
6,055
1,629
186
(2,789)
20,399
31,036
(b) Company
At 27th April, 2019
1,840
901
7,620
-
1,629
-
(3,059)
17,222
26,153
Profit for the year
-
-
-
-
-
-
-
1,366
1,366
Other comprehensive loss
-
-
-
-
-
-
-
(1,608)
(1,608)
Total comprehensive loss
-
-
-
-
-
-
-
(242)
(242)
Dividends paid
-
-
-
-
-
-
-
(1,362)
(1,362)
At 30th April, 2020
1,840
901
7,620
-
1,629
-
(3,059)
15,618
24,549
Profit for the year
-
-
-
-
-
-
-
1,548
1,548
Other comprehensive income
-
-
-
-
-
-
-
899
899
Total comprehensive income
-
-
-
-
-
-
-
2,447
2,447
Dividends paid
-
-
-
-
-
-
-
(578)
(578)
Purchase of own shares
-
-
-
-
-
-
(636)
-
(636)
Cancellation of shares
(56)
56
-
-
-
-
906
(906)
-
At 30th April, 2021
1,784
957
7,620
-
1,629
-
(2,789)
16,581
25,782
Consolidated and company statements of financial position
At 30th April, 2021
Group
Company
2021
2020
2021
2020
£'000
£'000
£'000
£'000
ASSETS
Non-current assets
Property, plant, and equipment
19,113
20,111
935
1,121
Right-of-use assets
530
1,214
5,486
5,943
Intangible assets
3,558
4,140
-
-
Investments in subsidiaries
-
-
17,313
18,036
Investment in joint venture
36
-
-
-
Deferred income tax asset
1,606
1,875
1,600
1,875
24,843
27,340
25,334
26,975
Current assets
Inventories
12,423
15,857
1,498
1,543
Trade and other receivables
9,369
4,589
16,135
15,433
Contract assets
1,998
-
-
-
Income tax receivable
194
719
141
139
Prepayments
2,010
1,775
543
296
Cash and cash equivalents
17,390
16,125
943
-
Restricted cash held in Escrow
6,165
-
-
-
49,549
39,065
19,260
17,411
TOTAL ASSETS
74,392
66,405
44,594
44,386
EQUITY AND LIABILITIES
Equity
Share capital
1,784
1,840
1,784
1,840
Capital redemption reserve
957
901
957
901
Other reserves
2,815
2,815
7,620
7,620
Revaluation reserve
6,055
6,055
-
-
Special reserve
1,629
1,629
1,629
1,629
Currency translation reserve
186
224
-
-
Treasury shares
(2,789)
(3,059)
(2,789)
(3,059)
Retained earnings
20,399
19,723
16,581
15,618
TOTAL EQUITY SHAREHOLDERS' FUNDS
31,036
30,128
25,782
24,549
Non-current liabilities
Defined benefit pension liability
7,095
8,563
7,095
8,563
Deferred income tax liability
1,553
1,641
-
-
Lease liabilities
380
893
5,214
5,609
9,028
11,097
12,309
14,172
Current liabilities
Bank overdraft
-
-
-
391
Trade and other payables
12,410
11,309
5,234
3,854
Contract liabilities
21,192
13,370
874
1,037
Income tax payable
561
165
-
-
Lease liabilities
165
336
395
383
34,328
25,180
6,503
5,665
TOTAL EQUITY AND LIABILITIES
74,392
66,405
44,594
44,386
Consolidated and company cash flow statements
For the year ended 30th April, 2021
Group
Company
2021
2020
2021
2020
£'000
£'000
£'000
£'000
Profit/(loss) before taxation
1,592
(3,253)
92
(1,216)
Adjustments to reconcile profit before taxation to net cash inflow/(outflow) from operating activities
Past service pension costs
205
-
205
-
Depreciation charge of owned assets and right-of-use assets
Net cash inflow/(outflow) from operating activities
9,785
(3,326)
1,816
563
Investing activities
Payments for acquisitions, net of cash acquired
(89)
(1,178)
-
-
Dividends received from subsidiaries
-
-
1,498
1,895
Purchase of property, plant, and equipment
(781)
(721)
(268)
(409)
Proceeds on disposal of property, plant, and equipment
97
128
62
101
Increase in cash held in the Escrow account maturing in more than 90 days
(6,165)
-
-
-
Net cash (outflow)/inflow from investing activities
(6,938)
(1,771)
1,292
1,587
Financing activities
Purchase of own shares
(636)
-
(636)
-
Lease payments
(327)
(268)
(560)
(597)
Dividends paid
(578)
(1,362)
(578)
(1,362)
Net cash outflow from financing activities
(1,541)
(1,630)
(1,774)
(1,959)
Increase/(decrease) in cash and cash equivalents
1,306
(6,727)
1,334
191
Opening cash and cash equivalents/(bank overdraft)
16,125
22,886
(391)
(582)
Exchange differences on cash and cash equivalents
(41)
(34)
-
-
Closing cash and cash equivalents/(bank overdraft)
17,390
16,125
943
(391)
The financial information set out above does not constitute the Company's statutory accounts for the periods ended 30th April, 2021 or 30th April, 2020 but is derived from those accounts. Statutory accounts for 2020 have been delivered to the Registrar of Companies, and those for 2021 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, 2021 and 30th April, 2020. 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 not allocated to operating segments.
'Defence'
'Forgings'
'Petrol Station
'Corporate
Total
Superstructures'
Branding'
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Segmental revenue
Total revenue
27,078
23,464
9,970
11,482
11,774
12,296
12,972
14,420
61,794
61,662
Revenue from other segments
-
-
-
-
(145)
(386)
(110)
(123)
(255)
(509)
Revenue from external customers
27,078
23,464
9,970
11,482
11,629
11,910
12,862
14,297
61,539
61,153
Segment result
Operating profit/(loss)
2,570
(289)
425
(340)
448
3
(1,657)
(2,493)
1,786
(3,119)
Share of net profit of joint venture
28
-
Net finance costs
(222)
(134)
Profit/(loss) before taxation
1,592
(3,253)
Taxation
(415)
762
Profit/(loss) for the year
1,177
(2,491)
Segmental assets
Assets attributable to segments
35,414
26,666
4,066
3,570
8,492
8,382
8,468
10,740
56,440
49,358
Unallocated assets*
17,952
17,047
Total assets
74,392
66,405
Segmental liabilities
Liabilities attributable to segments
24,795
16,639
2,445
1,285
2,970
2,274
3,510
4,922
33,720
25,120
Unallocated liabilities*
9,636
11,157
Total liabilities
43,356
36,277
Other segmental information
Capital expenditure
440
80
24
62
131
293
186
286
781
721
Depreciation
176
222
545
620
377
346
263
235
1,361
1,423
Amortisation
-
-
-
-
55
180
182
180
237
360
Impairment
-
-
-
-
-
-
348
-
348
-
* 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, 2021 and 30th April, 2020. The Group's geographical segments are based on the location of the Group's assets.
United Kingdom
Europe
Americas
Total
2021
2020
2021
2020
2021
2020
2021
2020
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
External revenue by origin
41,191
39,191
12,987
14,538
7,361
7,424
61,539
61,153
Non-current assets
17,373
17,803
3,706
5,017
3,764
4,520
24,843
27,340
Current assets
39,457
29,004
6,899
8,378
3,193
1,683
49,549
39,065
Liabilities
32,516
30,473
3,729
5,051
7,111
753
43,356
36,277
Capital expenditure
644
477
137
244
-
-
781
721
Revenue disaggregated by destination is shown as follows:
2021
2020
£'000
%
£'000
%
United Kingdom
22,259
36%
21,036
34%
Europe
26,574
43%
30,748
50%
USA & South America
7,361
12%
8,401
14%
Rest of World
5,345
9%
968
2%
Total revenue
61,539
100%
61,153
100%
The Group's largest customer, which is reported in the 'Defence' division, contributed 14.9% to the Group's revenue (2020: 20.7% in the 'Defence' division). Only one other customer, also in the 'Defence' division, contributed more than 10% to the Group's revenue with a contribution of 11.3% (2020: 13.0% in the 'Defence' division).
2. Employee information
The average number of employees, including executive directors, during the year was as follows:
2021
2020
Number
Number
Production
243
252
Technical
72
66
Distribution
32
45
Administration
96
85
443
448
(a) Staff costs
Including executive directors, employment costs were as follows:
2021
2020
£'000
£'000
Wages and salaries
17,420
17,133
Coronavirus job retention scheme income
(1,690)
(240)
Social security costs
3,263
2,629
Pension costs
557
870
Share options expense
29
-
19,579
20,392
The Coronavirus job retention scheme income has been received in the following countries:
2021
2020
£'000
£'000
UK
313
240
The Netherlands
1,113
-
USA
254
-
Poland
10
-
1,690
240
(b) Directors' emoluments
2021
2020
£'000
£'000
Aggregate directors' emoluments
1,570
1,300
Pension contributions
42
33
Share option expense
13
-
1,625
1,333
3. (a) Taxation
The charge for taxation comprises:
2021
2020
£'000
£'000
Current tax
United Kingdom corporation tax
410
(510)
Adjustments in respect of previous years
25
165
Foreign corporation tax
30
(203)
Group current tax expense/(credit)
465
(548)
Deferred tax
Origination and reversal of temporary differences
(40)
(95)
Adjustments in respect of previous years
(10)
(153)
Difference in applicable tax rate
-
34
Group deferred tax credit
(50)
(214)
Total tax expense/(credit) on profit/(loss)
415
(762)
Tax relating to items charged or credited to other comprehensive income:
Deferred tax charged/(credited) through other comprehensive income
Deferred tax on measurement gains on pension scheme current year
(230)
545
Deferred tax on revaluation surplus on land and buildings
-
(110)
Deferred tax in the Consolidated statement of comprehensive income
(230)
435
(b) Factors affecting the tax charge for the year
The tax charge/(credit) assessed for the year is higher than (2020: lower than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained below:
2021
2020
£'000
£'000
Profit/(loss) before tax
1,592
(3,253)
Profit/(loss) multiplied by standard rate of corporation tax of 19% (2020 - 19%)
302
(618)
Effects of:
Expenses not deductible for tax purposes
(164)
(420)
Adjustments in respect of overseas tax rates
262
230
Current tax adjustment in respect of previous years
25
165
Deferred tax adjustment in respect of previous years
(10)
(153)
Deferred tax adjustment in respect of different applicable rates
-
34
Total taxation expense/(credit) for the year
415
(762)
(c) Factors affecting future tax charge
The March 2021 Budget announced an increase in the UK standard rate of corporation tax to 25% from 1st April, 2023. The legislation received Royal Assent on 10th June, 2021 so was substantively enacted after the reporting date. Deferred tax at 30th April, 2021 has therefore been provided at 19%.
The overall effect of the forthcoming increase in the main UK corporation tax rate to 25%, had it been enacted at the reporting date, would have led to an increase in the deferred tax asset of approximately £510,000 and an increase in the deferred tax liability of approximately £450,000. The increase in the main rate of UK corporation tax from April 2023 is unlikely to have a material effect on the annual tax charge in the Group's accounts arising from the reversal of timing differences recognised through the consolidated income statement.
Deferred tax in relation to intangibles recognised on the acquisition of 'MSI-Sign Group B.V.' has been provided at 25%, being the main corporation tax rate in The Netherlands.
4. Earnings per share
The calculation of basic earnings per share of 7.2p (2020 - loss per share of 15.1p) is based on the profit for the year attributable to equity holders of the parent of £1,177,000 (2020 - loss of £2,491,000) and on a weighted average number of ordinary shares in issue of 16,342,816 (2020 - 16,504,491). At 30th April, 2020 there were 380,000 (2020 - 400,000) potentially dilutive shares on option with a weighted average effect of 391,667 (2020 - 400,000) giving a diluted earnings per share of 7.0p (2020 - loss per share of 15.1p).
2021
2020
Number of ordinary shares in issue at start of the year
18,396,073
18,396,073
Cancellation of ordinary shares during the year
(555,000)
-
Number of ordinary shares in issue at the end of the year
17,841,073
18,396,073
Weighted average number of shares in issue
18,234,198
18,396,073
Less weighted average number of shared held in the ESOT
(245,048)
(245,048)
Less weighted average number of shares purchased by the Company
(1,646,334)
(1,646,334)
Weighted average number of shares to be used in basic EPS calculation
16,342,816
16,504,691
Weighted average number of the 380,000 (2020 - 400,000) potentially dilutive shares
391,667
400,000
Weighted average diluted shares
16,734,483
16,904,691
Profit/(loss) for the year attributable to equity holders to the parent in £
1,177,000
(2,491,000)
Basic earnings/(loss) per share
7.2p
(15.1p)
Diluted earnings/(loss) per share
7.0p
(15.1p)
The prior year diluted loss per share is the same as the basic loss per share as the impact of potential dilutive shares is anti-dilutive and therefore not recognised.
5. Dividends paid and proposed
2021
2020
£'000
£'000
Declared and paid during the year
Final dividend for 2020: 1.75p (2019 - 6.50p)
289
1,073
Interim dividend for 2021: 1.75p (2020 - 1.75p)
289
289
578
1,362
Proposed for approval by shareholders at the AGM
Final dividend for 2021: 6.5p (2020 - 1.75p)
1,073
289
6. Trade and other receivables
Group
Company
2021
2020
2021
2020
£'000
£'000
£'000
£'000
Trade receivables (net of allowance for expected credit losses)
8,764
4,413
2,184
932
Amounts owed by subsidiary undertakings
-
-
13,872
14,422
Amounts owed by joint venture
150
-
-
-
Other receivables
455
176
79
79
9,369
4,589
16,135
15,433
(a) Trade receivables are denominated in the following currencies:
Group
Company
2021
2020
2021
2020
£'000
£'000
£'000
Sterling
6,112
1,551
1,675
838
Euro
1,692
2,319
509
94
US dollar
695
349
-
-
Other currencies
265
194
-
-
8,764
4,413
2,184
932
Trade receivables are non-interest bearing and are generally on 30 day terms and are shown net of provision for impairment. The aged analysis of trade receivables after impairment is as follows:
Group
Total
Not past due
< 30 days
30-60 days
60-90 days
> 90 days
£'000
£'000
£'000
£'000
£'000
£'000
2021
8,764
7,268
1,381
102
28
(15)
2020
4,413
2,745
343
211
327
787
As at 30th April, 2021 trade receivables at a nominal value of £43,000 (2020 - £109,000) were impaired and fully provided. Bad debts of £81,000 (2020 - £62,000) were recovered and bad debts of £16,000 (2020 - £68,000) were incurred.
Company
Total
Not past due
< 30 days
30-60 days
60-90 days
> 90 days
£'000
£'000
£'000
£'000
£'000
£'000
2021
2,184
2,033
122
28
-
1
2020
932
865
54
3
7
3
As at 30th April, 2021 trade receivables at a nominal value of £11,000 (2020 - £73,000) were impaired and fully provided. Bad debts of £69,000 (2020 - £33,000) were recovered and bad debts of £7,000 (2020 - £55,000) were incurred.
(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. There has been no impairment recognised on intercompany receivables (2020 - £nil).
There are loans to 'MS INTERNATIONAL Estates Limited', 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:
2021
2020
£'000
£'000
Amounts due from companies backed by liquid assets
7,587
7,530
Amounts due from 'MS INTERNATIONAL Estates Limited'
6,285
6,892
13,872
14,422
7. Cash and cash equivalents / bank overdraft
Group
Company
2021
2020
2021
2020
£'000
£'000
£'000
£'000
Cash at bank and in hand
17,390
16,125
943
-
Bank overdraft
-
-
-
(391)
Cash and cash equivalents
17,390
16,125
943
(391)
Restricted cash held in Escrow - maturing in more than 90 days
6,165
-
-
-
Total cash
23,555
16,125
943
(391)
The balance held in Escrow provides security to Lloyds Bank plc in respect of any guarantees, indemnities, and performance bonds given by the group in the ordinary course of business.
8. Net funds
Analysis of net funds
Group
Company
2021
2020
2021
2020
£'000
£'000
£'000
£'000
Cash and cash equivalents
17,390
16,125
943
-
Bank overdraft
-
-
-
(391)
Restricted cash held in Escrow
6,165
-
-
-
Lease liabilities
(545)
(1,229)
(5,609)
(5,992)
23,010
14,896
(4,666)
(6,383)
Group movement in net funds
Cash/bank overdraft
Restricted cash held in Escrow
Lease liabilities
Total
Net funds as at 27th April, 2019
22,886
-
-
22,886
Recognised on adoption of IFRS 16
-
-
(781)
(781)
Cash flows
(6,727)
-
268
(6,459)
Foreign exchange adjustments
(34)
-
6
(28)
Leases on acquisition
-
-
(501)
(501)
New leases
-
-
(185)
(185)
Other changes
-
-
(36)
(36)
Net funds as at 30th April, 2020
16,125
-
(1,229)
14,896
Cash flows
1,306
6,165
327
7,798
Foreign exchange adjustments
(41)
-
(16)
(57)
Lease cancellation
-
-
402
402
Other changes
-
-
(29)
(29)
Net funds as at 30th April, 2021
17,390
6,165
(545)
23,010
Company movement in net funds
Cash/bank overdraft
Restricted cash held in Escrow
Lease liabilities
Total
Net funds as at 27th April, 2019
(582)
-
-
(582)
Recognised on adoption of IFRS 16
-
-
(6,400)
(6,400)
Cash flows
191
-
597
788
Other changes
-
-
(189)
(189)
Net funds as at 30th April, 2020
(391)
-
(5,992)
(6,383)
Cash flows
1,334
-
560
1,894
Other changes
-
-
(177)
(177)
Net funds as at 30th April, 2021
943
-
(5,609)
(4,666)
9. Reserves
Share capital
The balance classified as share capital includes the nominal value on issue of the Company's equity share capital, comprising 10p ordinary shares.
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
2021
2020
£'000
£'000
Employee Share Ownership Trust
100
100
Shares in treasury (see below)
2,689
2,959
2,789
3,059
During 1991 the Company established an Employee Share Ownership Trust ("ESOT"). The trustee of the ESOT is Appleby Trust (Jersey) Ltd, an independent company registered in Jersey. The 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 trust has purchased an aggregate 245,048 (2020 - 245,048) ordinary shares, which represents 1.5% (2020 - 1.3%) of the issued share capital of the Company at an aggregate cost of £100,006. The market value of the shares at 30th April, 2021 was £380,000 (2020 - £338,000). The Company has made payments of £nil (2020 - £nil) into the ESOT bank accounts during the period. During the year, no options have been granted over shares (2020 - 1,575,000). 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 period amounts to £3,000 (2020 - £8,000). During the year, no options on shares were exercised (2020 - nil) and no shares were purchased (2020 - nil).
On 11th December, 2013 the Company purchased 1,000,000 of its shares with a further 646,334 shares being purchased on 30th January, 2014.
On 15th January, 2021 the Company purchased 555,000 of its own 10p ordinary shares for a consideration of £636,000. The shares were cancelled on the same date at a weighted average price of £163.33 per share, totalling £906,000.
The Company made the following purchases and cancellations of its own 10p ordinary shares to be held in Treasury:
Number
£'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)
Net value of treasury shares
1,646,334
2,689
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