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REG - MS International PLC - Final Results <Origin Href="QuoteRef">MSTL.L</Origin> - Part 1

RNS Number : 7832A
MS International PLC
10 June 2016

MS INTERNATIONAL plc

Results for the 52 weeks ended 30th April, 2016

Chairman's Statement


Results and Review


It is pleasing to report that the Group has continued to build on the good progress attained in the first half of the year, notwithstanding recessionary conditions in the global industrial manufacturing and heavy engineering sector which progressively deepened as the year unfolded.


For theyear ended30th April 2016, profit before taxationincreased to 1.68m (2015 - 1.54m) on revenue up at 49.28m (2015 - 45.50m). Earnings per share amounted to9.6p(2015 - 8.20p).


The balance sheet remains very strong, even after considerable investment, with net cash and short term deposits amounting to12.76m (2015 - 17.15m) at the year end.


'Defence', as we anticipated, continued its recovery with a satisfying upward trajectory in revenue. This was most encouraging following the previous two years when we endured widespread constraints upon international defence budgets that resulted in a disappointingly subdued order intake and ensuing weaker revenues. Meanwhile our investment in products, facilities and personnel development has continued unabated and there are positive signs that we are beginning to reap the rewards of this important commitment.


'Forgings' manufactures on three continents producing a complete size-range of original equipment fork-arms for the forklift truck, construction, agricultural and quarrying equipment manufacturing industries together with after-market products. It experienced a most challenging time as many markets it serves were adversely impacted by the sheer scale of deepening recessionary conditions. As a consequence, the division's three business operations in the UK, USA and Brazil, had to contend with reduced weekly orders and revenue. Nevertheless, relentless tight control of costs and further investment in production efficiency drivers went some way towards countering the negative effects of the slowdown.


'Petrol Station Superstructures' traditional business of design, manufacture and construction of petrol station canopies, convenience stores and car-wash buildings across the UK, Eire and Eastern Europe also experienced a notable downturn in activity as many customers - the major oil companies, dealers and supermarket groups - deferred planned new build programmes. By contrast, Petrol Sign bv, acquired in June 2015, produced an exemplary performance emanating from an incredibly busy year restyling petrol station branding in mainland Western Europe. This success partially offset the effects of the slowdown on other parts of the division.


Outlook


Notwithstanding current negativity in some markets and the fact that growth is continuing to slow virtually everywhere, we have the desire, commitment and resources to maintain a positive stance and, most significantly, we have the ability to invest in the future with new products and facilities whilst reaching out to the opportunities that we perceive are accessible in areas that are new to us. In the meantime our priority is to go forward on all fronts and successfully contend with the existent tough market conditions.


'Defence' - despite the many global security fears, persisting or emerging, there is yet to be any meaningful evidence of the anticipated upturn in defence budgets by governments around the world. As is the case for many global suppliers of defence equipment and services, the fragility of this anticipated upturn remains a salient feature in our future business planning and expectations. Yet, during this prolonged period of market weakness, our response has been to continue investing in the business and that policy will be maintained, for there is little doubt that much is being achieved and we strongly believe that we are doing the right thing in order to grow the division. Our defence business already enjoys a world class reputation for both products and support services and in order to sustain and advance that status, the structure of the operation is being strengthened, new items are being added to the product portfolio and marketing has been intensified in both home and international markets.


'Forgings' - many of our global customers in the manufacture of mobile handling plant and equipment have already chronicled the negative effects of the economic downturn on their businesses. Clearly it may take some time for there to be any sign of a real recovery in these markets. Accordingly, our attention is focused on maintaining tight cost control and seeking any operational efficiencies to ensure that we maintain our highly creditable and enviable reputation as a strong, reliable and cost effective supplier. In the United States we are in the construction phase of a new manufacturing facility to replace the much smaller property nearby. In preparation for the relocation, additional state of the art plant and equipment is currently being assembled for installation in the new facility later this year.


'Petrol Station Superstructures'- the division is seeing a good number of the new station builds that customers postponed last year now being resurrected for construction in the current year. With the summer construction period approaching full swing, there has been a significant upturn in order intake over recent weeks from our traditional markets in the UK, Eire and Eastern Europe. Following the integration of Petrol Sign into the Group, two new 'Petrol Sign' branding business operations have been established one here in the UK and the other in Germany. In addition, a forecourt superstructures operation has been opened in The Netherlands to strengthen the company's market position in mainland Western Europe. We are greatly encouraged by the positive response of the petrol station forecourt market to our business expansion programmes.


Overall, the Group now has some very positive initiatives in place and, despite the current difficult worldwide trading environment, much is being achieved and some very interesting opportunities are opening up.


All matters considered the Board recommends the payment of a maintained final dividend of 6.5p per share (2015 - 6.5p), making the total for the year of 8p (2015 - 8p). The final dividend is expected to be paid on 21st July 2016 to those shareholders on the register at the close of business on 24th June 2016



Michael Bell

9th June 2016

For any further information please contact:

MS INTERNATIONAL plc

Michael Bell

Tel: 01 302 322133

Shore Capital

Nomad and Broker

Bidhi Bhoma/Patrick Castle

Tel: (0) 20 7408 4090



Consolidated income statement





For the 52 weeks ended 30th April, 2016















2016


2015







Total


Total







000


000










Revenue






49,282


45,503

Cost of sales






(36,413)


(34,763)



















Gross profit






12,869


10,740



















Distribution costs






(3,104)


(2,357)

Administrative expenses






(7,909)


(6,643)
















(11,013)


(9,000)



















Group operating profit






1,856


1,740










Finance revenue






47


70

Finance costs






(5)


(32)

Other finance costs - pensions






(216)


(237)







(174)


(199)










Profit before taxation






1,682


1,541










Taxation






(98)


(188)



















Profit for the period attributable to equity holders of the parent






1,584


1,353




























Earnings per share: basic and diluted






9.6p


8.2p



























Consolidated and company statement of comprehensive income

For the 52 weeks ended 30th April, 2016










Group


Company



2016


2015


2016


2015



Total


Total


Total


Total



000


000


000


000







Profit for the period attributable to equity holders of the parent


1,584


1,353


1,755


955










Exchange differences on retranslation of foreign operations


228


(106)


-


-










Net other comprehensive profit/(loss) to be reclassified to profit or loss in subsequent periods


228


(106)


-


-



















Remeasurement losses on defined benefit pension scheme


(826)


(964)


(826)


(964)

Deferred taxation on remeasurement losses on defined benefit scheme


165


193


165


193

Change in taxation rates


(153)


-


(153)


-










Net other comprehensive loss not being reclassified to profit or loss in subsequent periods


(814)


(771)


(814)


(771)




























Total comprehensive income for the period attributable to equity holders of the parent


998


476


941


184






Consolidated and company statement of changes in equity
























Issued capital


Capital redemption reserve


Other reserves


Revaluation reserve


Special reserve


Foreign exchange reserve


Treasury shares


Retained earnings


Total




'000


'000


'000


'000


'000


'000


'000


'000


'000





















(a) Group



















At 3rd May, 2014


1,840


901


2,815


4,146


1,629


(183)


(3,059)


21,054


29,143





















Profit for the period


-


-


-


-


-


-


-


1,353


1,353

Other comprehensive loss


-


-


-


-


-


(106)


-


(771)


(877)

Total comprehensive (loss)/income


-


-


-


-


-


(106)


-


582


476

Dividends paid


-


-


-


-


-


-


-


(1,320)


(1,320)









































At 2nd May, 2015


1,840


901


2,815


4,146


1,629


(289)


(3,059)


20,316


28,299





















Profit for the period


-


-


-


-


-


-


-


1,584


1,584

Other comprehensive income/(loss)


-


-


-


-


-


228


-


(814)


(586)

Total comprehensive income


-


-


-


-


-


228


-


770


998

Dividends paid


-


-


-


-


-


-


-


(1,320)


(1,320)

Change in taxation rates


-


-


-


83


-


-


-


-


83

Depreciation of buildings revaluation


-


-


-


(7)


-


-


-


7


-









































At 30th April, 2016


1,840


901


2,815


4,222


1,629


(61)


(3,059)


19,773


28,060









































(b) Company



















At 3rd May, 2014


1,840


901


1,565


4,240


1,629


-


(3,059)


18,690


25,806





















Profit for the period


-


-


-


-


-




-


955


955

Other comprehensive loss


-


-


-


-


-


-


-


(771)


(771)

Total comprehensive income


-


-


-


-


-


-


-


184


184

Dividends paid


-


-


-


-


-


-


-


(1,320)


(1,320)









































At 2nd May, 2015


1,840


901


1,565


4,240


1,629


-


(3,059)


17,554


24,670





















Profit for the period


-


-


-


-


-


-


-


1,755


1,755

Other comprehensive loss


-


-


-


-


-


-


-


(814)


(814)

Total comprehensive income


-


-


-


-


-


-


-


941


941

Dividends paid


-


-


-


-


-


-


-


(1,320)


(1,320)

Dividend received from subsidiary


-


-


-


-


-


-


-


171


171

Change in taxation rates


-


-


-


83


-


-


-


-


83

Depreciation of buildings revaluation


-


-


-


(7)


-


-


-


7


-









































At 30th April, 2016


1,840


901


1,565


4,316


1,629


-


(3,059)


17,353


24,545











































Consolidated statements of financial position



At 30th April, 2016















Group


Company





2016


2015


2016


2015





'000


'000


'000


'000

ASSETS











Non-current assets











Property, plant and equipment




15,955


14,563


12,869


12,608

Intangible assets




5,671


3,818


4


13

Investments in subsidiaries




-


-


14,170


11,741

Deferred income tax asset




1,376


1,376


1,376


1,376



























23,002


19,757


28,419


25,738























Current assets











Inventories




7,043


8,464


5,808


7,393

Trade and other receivables




8,996


9,454


9,655


9,252

Income tax receivable




118


40


-


-

Prepayments




784


590


682


495

Cash and short-term deposits




12,758


17,148


11,017


16,199



























29,699


35,696


27,162


33,339
























































TOTAL ASSETS




52,701


55,453


55,581


59,077


































EQUITY AND LIABILITIES











Equity











Equity share capital




1,840


1,840


1,840


1,840

Capital redemption reserve




901


901


901


901

Other reserve




2,815


2,815


1,565


1,565

Revaluation reserve




4,222


4,146


4,316


4,240

Special reserve




1,629


1,629


1,629


1,629

Currency translation reserve




(61)


(289)


-


-

Treasury shares




(3,059)


(3,059)


(3,059)


(3,059)

Retained earnings




19,773


20,316


17,353


17,554



























28,060


28,299


24,545


24,670























Non-current liabilities











Defined benefit pension liability




7,644


6,877


7,644


6,877

Deferred income tax liability




1,590


1,283


987


984



























9,234


8,160


8,631


7,861























Current liabilities











Trade and other payables




15,253


18,994


22,270


26,454

Income tax payable




154


-


135


92



























15,407


18,994


22,405


26,546
























































TOTAL EQUITY AND LIABILITIES




52,701


55,453


55,581


59,077

























Cash flow statements











For the 52 weeks ended 30th April, 2016




Group


Company





2016


2015


2016


2015





000


000


000


000























Profit before taxation




1,682


1,541


1,880


943

Adjustments to reconcile profit before taxation to net cash in flow from operating activities









Depreciation charge




1,060


1,117


861


931

Amortisation charge




609


317


9


8

Impairment in investment in subsidiary undertaking




-


-


28


88

Administration expenses-pension fund




320


316


320


316

Profit on sale of fixed assets




(98)


(78)


(91)


(75)

Finance costs




174


199


170


178

Foreign exchange gains




83


65


-


-

Decrease/(increase) in inventories




2,394


(302)


1,585


(143)

Decrease/(increase) in receivables




840


(1,194)


(403)


(976)

Increase in prepayments




(194)


(143)


(187)


(132)

Decrease in payables




(1,981)


(389)


(1,705)


(38)

(Decrease)/increase in progress payments




(2,479)


4,158


(2,479)


4,198

Pension fund payments




(595)


(529)


(595)


(529)























Cash generated from operating activities




1,815


5,078


(607)


4,769












Interest received




42


38


46


59

Taxation (paid)/received




(134)


(288)


16


(41)























Net cash inflow/(outflow) from operating activities




1,723


4,828


(545)


4,787












Investing activities











Acquisition of Petrol Sign bv




(2,612)


-


(2,438)


-

Investment in Petrol Sign GmbH




-


-


(19)


-

Purchase of property, plant and equipment




(2,330)


(833)


(1,172)


(693)

Sale of property, plant and equipment




149


187


141


184























Net cash outflow from investing activities




(4,793)


(646)


(3,488)


(509)























Financing activities











Dividends paid




(1,320)


(1,320)


(1,320)


(1,320)

Dividend received from subsidiary




-


-


171


-























Net cash outflow from financing activities




(1,320)


(1,320)


(1,149)


(1,320)























(Decrease)/Increase in cash and cash equivalents




(4,390)


2,862


(5,182)


2,958

Opening cash and cash equivalents




17,148


14,286


16,199


13,241























Closing cash and cash equivalents




12,758


17,148


11,017


16,199

































The financial information set out above does not constitute the Company's statutory accounts for the periods ended 30th April, 2016 or 2nd May, 2015 but is derived from those accounts. Statutory accounts for 2015 have been delivered to the Registrar of Companies, and those for 2016 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 periods ended 30th April, 2016 and 2nd May, 2015. 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.





















Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects, as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements. 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


Total













Superstructures









2016


2015


2016


2015


2016


2015


2016


2015





000


000


000


000


000


000


000


000


Revenue



















External



21,907


17,010


11,922


15,120


15,453


13,373


49,282


45,503








































Total revenue



21,907


17,010


11,922


15,120


15,453


13,373


49,282


45,503



























































Segment result



1,787


(247)


(343)


1,250


412


737


1,856


1,740


Net finance costs















(174)


(199)








































Profit before taxation















1,682


1,541


Taxation















(98)


(188)








































Profit for the period















1,584


1,353



























































Segmental assets



24,607


28,460


5,250


6,299


12,132


5,209


41,989


39,968


Unallocated assets (see below)














10,712


15,485








































Total assets














52,701


55,453








































Segmental liabilities


10,411


14,407


1,378


1,609


3,454


2,045


15,243


18,061


Unallocated liabilities (see below)














9,398


9,093








































Total liabilities














24,641


27,154








































Capital expenditure


214


82


1,443


526


550


168






Depreciation


233


217


362


424


911


276































































Unallocated assets includes certain fixed assets, intangible assets, current assets and deferred tax assets. Unallocated liabilities includes the defined pension benefit scheme liability and certain current liabilities.


Following the acquisition of Petrol Sign bv, management have revised the allocation of certain costs which has led to a restatement of the prior year segment result for the three divisions. The total segment result of the Group for the prior year remains unchanged.


Geographical analysis



































The following table presents revenue and expenditure and certain assets and liabilities information by geographical segment for the periods ended 30th April, 2016 and 2nd May, 2015. The Group's geographical segments are based on the location of the Group's assets. Revenue from external customers is based on the geographical location of its customers.
























Europe


North America


Rest of the World


Total





2016


2015


2016


2015


2016


2015


2016


2015





000


000


000


000


000


000


000


000





















Revenue



















External



39,238


36,255


3,935


4,810


6,109


4,438


49,282


45,503





















Non-current assets

21,683


19,457


1,246


192


73


108


23,002


19,757


Current assets

27,544


34,063


1,483


1,432


672


201


29,699


35,696


Liabilities


22,675


26,876


1,531


259


435


19


24,641


27,154





















Capital expenditure

1,261


698


1,069


135


-


-


2,330


833



























































Information about major customers













2016


2015


Revenue from major customers arising from sales reported in the Defence segment:





000


000


Customer 1














10,042


-


Customer 1














-


10,715







































2

Employee Information













2016


2015

















Number


Number


The average number of employees, including executive directors, during the period was:








Production














237


210


Technical














68


65


Distribution














31


27


Administration














59


54























































395


356


























































(a)

Staff costs














2016


2015


Their, including executive directors, employment costs were as follows:






000


000


Wages and salaries













11,558


11,967


Social Security costs













1,227


1,313


Other pension costs













412


506























































13,197


13,786










































































2016


2015

(b)

Directors' emoluments












000


000


Aggregate directors' emoluments










1,130


1,141







































3

Taxation












The charge for taxation comprises:


2016


2015




000


000


Current tax






United Kingdom corporation tax


83


19


Tax over provided in previous years


(82)


(5)


Foreign corporation tax


150


286














Group current tax


151


300














Deferred tax






Origination and reversal of temporary differences


(54)


(50)


Adjustments in respect of prior years


37


(62)


Impact of reduction in deferred tax rate to 18%


(36)


-














Group deferred tax


(53)


(112)













Tax on profit


98


188



















Tax relating to items charged or credited to other comprehensive income






Deferred tax






Deferred tax on remeasurement losses on pension scheme current year


(165)


(193)


Impact of reduction in deferred tax rate to 18%


153


-














Income tax in the statement of comprehensive income


(12)


(193)



















(b)

Factors affecting the tax charge for the year












The tax assessed for the period differs to the standard rate of corporation tax in the UK (20%) (2015 - 21%). The differences are explained below:










2016


2015




000


000








Profit before tax


1,682


1,541














Profit multiplied by standard rate of corporation tax of 20% (2015 - 21%)


336


324








Expenses not deductible for tax purposes


(157)


(69)


Adjustment in respect of prior periods


(45)


(67)


Impact of reduction in deferred tax rate to 18%


(36)


-














Total tax charge for the period


98


188



















4

Earnings per share












The calculation of basic earnings per share is based on:












(a) Profit for the period attributable to equity holders of the parent of 1,584,000 (2015 - 1,353,000).








(b) 16,504,691 (2015 - 16,504,691) Ordinary shares, being the weighted average number of Ordinary shares in issue.








This represents 18,396,073 (2015 - 18,396,073) being the weighted average number of Ordinary shares in issue less 1,891,382 (2015 - less 1,891,392) being the weighted average number of shares both held within the ESOT 245,048 (2015 - 245,048) and purchased by the Company 1,646,334 (2015 - 1,646,334).



















5

Dividends paid and proposed


2016


2015




000


000


Declared and paid during the year






On Ordinary shares






Final dividend for 2015 : 6.50p (2014 - 6.50p)


1,073


1,073


Interim dividend for 2016 : 1.50p (2015 - 1.50p)


247


247
















1,320


1,320














Proposed for approval by shareholders at the AGM






Final dividend for 2016 : 6.50p (2015 - 6.50p)


1,073


1,073















6

Trade and other receivables




















Group


Company








2016


2015


2016


2015








000


000


000


000


Trade receivables






7,744


7,772


6,578


6,646


Retentions on contracts






1,188


1,681


1,188


1,681


Amounts owed by subsidiary undertakings


-


-


1,874


924


Other receivables






64


1


15


1




































8,996


9,454


9,655


9,252






























Gross amounts due from customers for contract work - included above

1,861


2,172


1,666


1,905






























The aggregate amount of costs incurred and recognised profits to date on contracts is 10,775,000 (2015 - 13,280,000).
















(a) Trade receivables are denominated in the following currencies
















Group


Company








2016


2015


2016


2015








000


000


000


000


Sterling






6,019


6,545


6,019


6,545


Euro






983


236


559


101


US dollar






361


643


-


-


Other currencies






381


348


-


-




































7,744


7,772


6,578


6,646












































Trade receivables are non-interest bearing and are generally on 30 days terms and are shown net of provision for impairment. The aged analysis of trade receivables not impaired is as follows:















Group


Total


Not past due

< 30 days


30-60 days


60-90 days


> 90 days




000


000

000


000


000


000


2016


7,744


6,026

1,424


269


9


16


2015


7,772


6,328

1,224


98


105


17















As at 30th April, 2016 trade receivables at a nominal value of 102,000 (2015 - 52,000) were impaired and fully provided. Bad debts of 51,000 (2015 - 151,000) were recovered and bad debts of 24,000 (2015 - 42,000) were incurred.















Company













2016


6,578


5,182

1,158


238


-


-


2015


6,646


5,604

905


57


80


-















As at 30th April, 2016 trade receivables at a nominal value of 39,000 (2015 - 39,000) were impaired and fully provided. Bad debts of 8,000 (2015 - 143,000) were recovered and bad debts of 23,000 (2015 - 15,000) were incurred.
















(b) Retentions on contracts are denominated in the following currencies













Group


Company







2016


2015


2016


2015







000


000


000


000


Sterling





1,188


1,681


1,188


1,681


Euro





-


-


-


-


US dollar





-


-


-


-


Other currencies





-


-


-


-

































1,188


1,681


1,188


1,681





























Retentions on contracts are non interest bearing and represent amounts contractually retained by customers on completion of contracts for specific time periods as follows:
















Group




Total


Up to 6 months


6 - 12 months


12 - 18 months


18 - 24 months






000


000


000


000


000


2016




1,188


1,188


-


-


-


2015




1,681


1,681


-


-


-






























Company




























2016




1,188


1,188


-


-


-


2015




1,681


1,681


-


-


-

























































7

Cash






Group


Company








2016

2015


2016


2015








000

000


000


000


Cash at bank and in hand






7,420


9,884


5,715


8,935


Short term deposits






5,338


7,264


5,302


7,264




































12,758

17,148


11,017


16,199





























8

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 reserve














This is the revaluation reserve previously arising under UK GAAP which is now part of non-distributable retained reserves.
















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. This also includes the impact of the change in related deferred tax due to the change in corporation tax (20% to 18%).
















Special reserve














The balance classified as special reserve represents the share premium on the issue of the Company's equity share capital.
















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






















2016


2015











000


000


Employee Share Ownership Trust









100


100


Shares in treasury (see below)









2,959


2,959








































3,059


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 (2015 - 245,048) Ordinary shares, which represents 1.3% (2015 - 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, 2016 was 448,000 (2015 - 346,000). The Company has made payments of Nil (2015 - Nil) into the ESOT bank accounts during the period. No options over shares (2015 - Nil) have been granted during the period. 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 7,000 (2015 - 4,000). During the period no options on shares were exercised (2015 - Nil) and no shares were purchased (2015 - Nil).















The Company made the following purchases of its own 10p Ordinary shares to be held in Treasury:














000


11th December, 2013 1,000,000 shares from the Group's pension scheme.




1,722


30th January, 2014 646,334 shares







1,237










































2,959











































9

Petrol Sign bv


On the 17th June, 2015 the Company acquired the entire issued share capital of Petrol Sign bv, a Company based in The Netherlands from Lambooij Holdings B.V. The consideration for the acquisition was 3,400,000 and was paid in cash on completion.

















Petrol Sign bv designs, restyles, produces and installs the complete appearance of petrol station superstructures and forecourt. The acquisition will enhance and widen the ability of our Petrol Station Superstructure Division to offer a more complete package of services to customers.

















The fair values of the identifiable assets and liabilities of Petrol Sign bv as at the date of acquisition were:



000


Fair value recognised on acquisition



Customer relationships

1,332


Order backlog

178


Non-compete

43


Trade name

147


Plant and equipment

171


Inventories

973


Receivables

382


Payables

(719)


Bank Overdraft

(174)


Income tax

(58)


Deferred tax

(425)








Total identifiable net assets at fair value

1,850


Goodwill arising on acquisition

588








Total purchase consideration transferred

2,438








Analysis of net cash acquired



Cash purchase consideration

(2,438)


Cash and short term deposits acquired

(174)








Net cash acquired with subsidiary

(2,612)























The goodwill of 588,000 comprises certain intangible assets that cannot be individually separated from the acquiree due to their nature. These items include the expected value of synergies and an assembled workforce. Goodwill is allocated entirely to the petrol station superstructures unit. None of the goodwill is expected to be deductible for income tax purposes.


Transaction costs of 104,000 have been expensed and included in administration costs.






















From the date of acquisition Petrol Sign bv has contributed 4,726,000 of revenue and a profit of 405,000 to the profit before tax from continuing operations of the Group. If the combination had taken place at the beginning of the year the consolidated profit of the Group would have been 1,692,000 and the revenue of the Group would have been 49,309,000















The preliminary announcement is prepared on the same basis as set out in the previous year's accounts.















The Directors confirm to the best of their knowledge that:

(a) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the group and the undertakings included in the consolidation taken as a whole; and















(b) the Chairman's Statement includes a fair review of the development and performance of the business and the position of the group 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 preliminary announcement was approved by the Board on 9th June, 2016 and the above responsibility statement was signed on its behalf by Michael Bell, Executive Chairman and Michael O'Connell, Group Finance Director.















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 will be posted to shareholders shortly and will be available on our website at www.msiplc.com and will be delivered to the Registrar of Companies after it has been laid before the Company in general meeting.
















This information is provided by RNS
The company news service from the London Stock Exchange
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