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RNS Number : 8652T MS International PLC 26 June 2024
Chairman's statement
Results and Review
Shareholders will recall that I introduced my April 2023 Chairman's Statement
by stating that the year had been one of considerable progress for the
Company, even if this was not immediately apparent from the results.
Accordingly, it now gives me immense pleasure to confirm that said progress
can now be clearly demonstrated in the results for the year ended April 2024.
A record pre-tax profit of £15.71m (2023 - £5.08m) was achieved on increased
revenue of £109.58m (2023 - £83.96m), breaking through the £100m revenue
level for the first time in the Company's history. Basic earnings per share
amounted to 71.0p (2023 - 25.6p)
The Group's order book has, once again, risen substantially to a record value
of £162m (2023 - £115m) at the year-end; an impressive 40% increase. The
balance sheet has also further strengthened, with cash and cash equivalents
standing at an all-time high of £42.68m (2023 - £15.25m).
'Defence and Security'
Another year of considerable progress and growth has been achieved by this
division. Our long-held commitment to investing in people, enhanced production
facilities, product development and extensive international marketing, is
clearly propelling the business to a new and higher level of financial
performance.
International interest in both our naval and new land-based weapon systems
remains most encouraging with an order intake during the year in excess of
£100 million.
Pleasingly, included in that figure, were new orders for six MSI-DS30mm naval
weapon systems to be fitted to the first three Royal Navy fleet support
vessels. When delivered, this will bring the latest upgraded version of the
MSI-DS-30mm weapon system into the Royal Navy's inventory which will
significantly improve their 30mm weapon system capability.
These developments auger well for the Company's future as 'Defence and
Security' rapidly establishes itself as the dominant division of growth
potential.
'Forgings'
This division, which has operations in the UK, USA and Brazil, performed well,
although not to the exceptional levels achieved in the previous year. Market
conditions tightened in the global mobile material handling industry that we
serve and many of our customers reacted quickly to reduce their purchasing
requirements. Accordingly, we, in turn, reduced our purchases of raw materials
and components to match changing conditions; thus preserving cash.
'Petrol Station Superstructures'
This division based in the UK and Poland, continues to hold a leading, and
highly regarded, position in the UK and East European petrol station forecourt
construction and maintenance markets.
The UK business performed strongly, notably completing several prestigious
large 'new to industry' complex forecourt projects. The repairs and
maintenance element of the business in particular, operated at a high level of
activity, as station operators sought to preserve their forecourt structures
and enhance site appearance.
Access to our own, highly valuable database of historical construction records
for stations throughout the UK and Europe, spanning several decades, continues
to underpin our important repairs and maintenance business. This source of
detailed knowledge enables us to achieve the efficient repair, re-modelling
and refurbishment of these structures in a most timely and economic manner.
Our Poland operations were adversely impacted in the second half of the year
by the ongoing war in eastern Europe. Some of our major oil company customers
cancelled or postponed, for the time being, projects that we had hoped to
construct during the period. Despite those difficulties the business managed
to break even for the year.
'Corporate Branding'
Another year of strong performance for our UK operations where the business,
which is focused primarily on the petrol station branding market, continued to
grow and prosper.
Following weaker than anticipated performances from operations in the
Netherlands and Germany, we restructured them both to focus their activities
on the enhanced demands of our growing number of automotive and airport
'way-finding' customers.
Outlook
'Defence and Security'
We live in an increasingly dangerous world and Governments are escalating
defence budgets as a consequence. With this background and a strong and
growing order book, we look forward with a good degree of confidence to a
commendable outcome for the current year.
Deliveries to the US Navy of the first production order contracts of our 30mm
naval weapon systems commence in the first half of 2024/25. We will also be
delivering additional 30mm naval weapon systems to shipbuilders in the USA for
their US 'Foreign Military Supply' contracts.
Of particular note will be our first supply of 30mm naval weapon systems to
the German Navy. These, together with our 30mm naval weapon systems in service
with the Royal Navy and those going to the US Navy, will make MSI the current
primary supplier of small calibre naval weapon systems to three of the major
'NATO' navies.
We await the tender documents from the US Navy with regard to their proposed
five-year procurement programme of our MSI-DS 30mm naval weapon systems. We
believe we are well placed to secure this 'follow on' order but do not expect
it to be placed until after the end of our current financial year.
A number of countries around the world continue to show considerable interest
in our land-based mobile counter-drone weapon system, 'Paladin', previously
known as V-SHORAD. The Company has further developed this product,
successfully demonstrating its capability to protect against the
ever-increasing aerial threat from incoming drones. These developments will
continue.
Significant investment continues into both our product range and the Norwich
production facility to increase capacity in line with the expanded order book.
All told, we perceive that the excellent prospects for the division bode well
for the current year.
'Forgings'
This is a long-established, high quality, market leading international
business. Prospects for the current year, as always, will depend on activity
levels in the global mobile material handling industry.
'Petrol Station Superstructures'
This is now a strong mature business that we have successfully developed,
garnering a leading reputation for quality service and support, both in our
domestic petrol station forecourt market and that of eastern and northern
Europe.
Looking forward, the outlook for the petrol station forecourt industry in the
UK looks promising. In eastern Europe much depends on what happens in reaction
to the ongoing war in Ukraine.
'Corporate Branding'
We are confident that the UK based operation will continue to flourish as we
invest further to grow its capability.
The restructuring programme, to re-align the Netherlands and Germany based
businesses to a more sustainable level, is progressing to plan.
Summary
This has been a year of outstanding trading performance and growth for the
Company, reflecting the total commitment of the Board, over many years, to
strengthen and develop each of our diverse businesses.
Clearly, the progress we have achieved in growing the 'Defence and Security'
division has been outstanding and we must continue to exploit the many
opportunities we have as we drive the future growth of MSI.
Following this positive significant change in our earnings profile we continue
to review and evolve the future strategic priorities for MSI and the profile
of the next generation of management.
All matters considered the Board recommends the payment of a final dividend of
16.5p per share (2023 - 13p) making a total for the year of 19.5p per share
(2023 - 15p).
The dividend is expected to be paid on the 23(rd) August 2024 to those
shareholders on the register at the close of business on the 12th July 2024.
Michael Bell
25(th) June 2024
MS INTERNATIONAL plc
Michael Bell Tel: 01302 322133
Shore Capital (Nominated Adviser and Broker)
Patrick Castle / Daniel Bush / Lucy Bowden Tel: 020 7408 4090
Copies of this announcement are available from the Company's registered office
at MS INTERNATIONAL plc, Balby Carr Bank, Doncaster, DN4 8DH, England. The
Notice of AGM will be posted to shareholders on or before 3(rd) July 2024. The
full Annual Report and Accounts will be posted to shareholders no later than
19(th) July 2024. 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 25(th) July 2024 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 2024
2024 2023
Continuing operations Total Total
£'000 £'000
Revenue 109,576 83,956
Cost of sales (75,708) (60,556)
Gross profit 33,868 23,400
Distribution costs (4,092) (3,402)
Administrative expenses (16,232) (14,748)
Derivative gains 1,207 -
(19,117) (18,150)
Group operating profit 14,751 5,250
Share of net loss of joint venture - (36)
Interest received 1,244 134
Interest paid (104) (134)
Other finance costs - pensions (179) (136)
961 (136)
Profit before taxation 15,712 5,078
Taxation (4,212) (963)
Profit for the year attributable to equity holders of the parent 11,500 4,115
Basic earnings per share 71.0p 25.6p
Diluted earnings per share 67.5p 24.2p
Consolidated statement of comprehensive income
For the year ended 30th April 2024
2024 2023
Total Total
£'000 £'000
Profit for the year attributable to equity holders of the parent 11,500 4,115
Exchange differences on retranslation of foreign operations (287) 97
Net other comprehensive (loss)/gain to be reclassified to profit or loss in (287) 97
subsequent years
Remeasurement gains/(losses) on defined benefit pension scheme 3,270 (35)
Deferred tax on remeasurement on defined benefit pension scheme (817) 9
Deferred tax on revaluation surplus on land and buildings - (252)
Net other comprehensive income/(loss) not being reclassified to profit or loss 2,453 (278)
in subsequent years
Total comprehensive income for the year attributable to equity holders of the 13,666 3,934
parent
Consolidated and company statement of changes in equity
For the year ended 30th April 2024
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 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 - - - - - 97 - 3,837 3,934
Equity settled share-based payment expense - - - - - - - 86 86
Exercise of share options - - - - - - 408 (408) -
Dividends paid - - - - - - - (1,520) (1,520)
Transactions with owners recognised directly in equity - - - - - - 408 (1,842) (1,434)
At 30th April 2023 1,784 957 2,815 9,923 1,629 (320) (2,381) 26,668 41,075
Profit for the year - - - - - - - 11,500 11,500
Other comprehensive (loss)/income - - - - - (287) - 2,453 2,166
Total comprehensive (loss)/income - - - - - (287) - 13,953 13,666
Equity settled share-based payment expense - - - - - - - 65 65
Purchase of own shares - - - - - - (1,676) - (1,676)
Exercise of share options - - - - - - 355 (40) 315
Deferred tax on share option expense - - - - - - - (38) (38)
Dividends paid - - - - - - - (2,610) (2,610)
Transactions with owners recognised directly in equity - - - - - - (1,321) (2,623) (3,944)
At 30th April 2024 1,784 957 2,815 9,923 1,629 (607) (3,702) 37,998 50,797
(b) Company
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
Equity settled share-based payment expense - - - - - - - 86 86
Exercise of share options - - - - - - 408 (408) -
Dividends paid - - - - - - - (1,520) (1,520)
Transactions with owners recognised directly in equity - - - - - - 408 (1,842) (1,434)
At 30th April 2023 1,784 957 7,620 - 1,629 - (2,381) 18,321 27,930
Profit for the year - - - - - - - 2,753 2,753
Other comprehensive income - - - - - - - 2,215 2,215
Total comprehensive income - - - - - - - 4,968 4,968
Equity settled share-based payment expense - - - - - - - 65 65
Purchase of own shares - - - - - - (1,676) - (1,676)
Exercise of share options - - - - - - 355 (40) 315
Dividends paid - - - - - - - (2,610) (2,610)
Transactions with owners recognised directly in equity - - - - - - (1,321) (2,585) (3,906)
At 30th April 2024 1,784 957 7,620 - 1,629 - (3,702) 20,704 28,992
Consolidated and company statements of financial position
At 30th April 2024
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 27,953 24,886 1,389 1,161
Right-of-use assets 760 1,162 6,099 4,571
Intangible assets 2,448 2,396 - -
Investments in subsidiaries - - 15,669 15,669
Investment in joint venture - - - -
Deferred income tax asset 16 1,677 - 1,216
Derivative asset 309 - 309 -
31,486 30,121 23,466 22,617
Current assets
Inventories 25,250 24,764 1,823 2,765
Derivative asset 898 - 898 -
Trade and other receivables 28,304 9,031 11,529 14,344
Contract assets 100 144 - -
Cash and cash equivalents 35,509 12,336 9,936 8,016
Restricted cash held in Escrow 7,170 2,917 - -
97,231 49,192 24,186 25,125
TOTAL ASSETS 128,717 79,313 47,652 47,742
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 (607) (320) - -
Treasury shares (3,702) (2,381) (3,702) (2,381)
Retained earnings 37,998 26,668 20,704 18,321
TOTAL EQUITY SHAREHOLDERS' FUNDS 50,797 41,075 28,992 27,930
Non-current liabilities
Defined benefit pension liability - 4,216 - 4,216
Contract liabilities 10,019 - - -
Deferred income tax liability 3,132 2,943 163 -
Lease liabilities 422 829 5,771 4,388
13,573 7,988 5,934 8,604
Current liabilities
Trade and other payables 21,349 15,286 10,312 9,933
Contract liabilities 42,616 14,585 1,784 856
Lease liabilities 382 379 630 419
64,347 30,250 12,726 11,208
TOTAL EQUITY AND LIABILITIES 128,717 79,313 47,652 47,742
Consolidated and company cash flow statements
For the year ended 30th April 2024
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Profit/(loss) before taxation 15,712 5,078 266 (1,233)
Adjustments to reconcile profit/(loss) before taxation to cash generated from
operating activities:
Depreciation charge of owned assets and right-of-use assets 2,144 2,044 1,273 965
Amortisation charge 61 239 - -
Impairment of goodwill - 390 - -
Impairment of investment - - - 2,457
Profit on disposal of property, plant and equipment (214) (107) (93) (66)
Equity settled share-based payment expense 65 86 65 86
Share of net loss of joint venture - 36 - -
Profit on disposal of joint venture (9) - - -
Finance (income)/costs (961) 136 (47) 246
Foreign exchange movements - (369) - -
(Increase)/decrease in inventories (608) (8,326) 942 (173)
(Increase)/decrease in receivables (19,259) 5,510 2,814 1,268
Increase in derivatives (1,207) - (1,207) -
Increase/(decrease) in payables 6,637 (5) 547 2,194
Increase/(decrease) in contract liabilities 37,985 (3,726) 928 234
Pension fund deficit reduction payments (1,125) (675) (1,125) (675)
Cash generated from operating activities 39,221 311 4,363 5,303
Net interest received 1,177 50 449 44
Taxation paid (3,796) (758) (597) (363)
Net cash inflow/(outflow) from operating activities 36,602 (397) 4,215 4,984
Investing activities
Dividends received from subsidiaries - - 3,224 2,439
Purchase of property, plant and equipment (4,898) (1,971) (832) (705)
Purchase of intangible assets (142) - - -
Proceeds on disposal of property, plant and equipment 314 237 101 120
Increase in cash held in the Escrow account maturing in more than 90 days (4,253) (1,759) - -
Net cash (outflow)/inflow from investing activities (8,979) (3,493) 2,493 1,854
Financing activities
Buy back of own shares (1,676) - (1,676) -
Money received from the exercise of share options 315 - 315 -
Lease payments (409) (415) (817) (560)
Dividends paid (2,610) (1,520) (2,610) (1,520)
Net cash outflow from financing activities (4,380) (1,935) (4,788) (2,080)
Increase/(decrease) in cash and cash equivalents 23,243 (5,825) 1,920 4,758
Opening cash and cash equivalents 12,336 18,092 8,016 3,258
Exchange differences on cash and cash equivalents (70) 69 - -
Closing cash and cash equivalents 35,509 12,336 9,936 8,016
The financial information set out above does not constitute the Company's
statutory accounts for the periods ended 30(th) April 2024 or 30th April 2023
but is derived from those accounts. Statutory accounts for 2023 have been
delivered to the Registrar of Companies and those for 2024 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
For management and reporting purposes, the Group operated through four trading
divisions during the years ended 30th April 2024 and 30th April 2023. This
includes 'Defence and Security', 'Forgings', 'Petrol Station Superstructures',
and 'Corporate Brandings' divisions. These divisions are the basis on which
the Group reports its primary business segment information. The Board, which
includes the chief operating decision maker, considers each trading division
as a separate operating segment and 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 and 'Forgings' 'Petrol Station 'Corporate Total
Security' Superstructures' Branding'
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Segmental revenue
Total revenue 67,228 32,433 17,627 23,266 16,355 16,336 8,957 12,412 110,167 84,447
Revenue from other segments - - - - (309) (316) (282) (175) (591) (491)
Revenue from external customers 67,228 32,433 17,627 23,266 16,046 16,020 8,675 12,237 109,576 83,956
Segment result
Operating profit/(loss) 13,009 2,023 1,137 3,864 2,011 2,053 (1,406) (2,690) 14,751 5,250
Share of net loss of joint venture - (36)
Net finance income/(expense) 961 (136)
Profit before taxation 15,712 5,078
Taxation (4,212) (963)
Profit for the year 11,500 4,115
Segmental assets
Assets attributable to segments 78,990 28,145 7,776 9,394 12,874 10,732 4,627 6,744 104,267 55,015
Unallocated assets* 24,450 24,298
Total assets 128,717 79,313
Segmental liabilities
Liabilities attributable to segments 63,320 19,012 2,255 3,942 4,711 3,402 2,455 3,391 72,741 29,747
Unallocated liabilities* 5,179 8,491
Total liabilities 77,920 38,238
Other segmental information
Capital expenditure 3,513 1,065 569 213 545 353 271 340 4,898 1,971
Depreciation 499 322 637 644 740 728 268 350 2,144 2,044
Amortisation 18 18 - - 43 43 - 178 61 239
Impairment - - - - - - - 390 - 390
* 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
2024 and 30th April 2023. The Group's geographical segments are based on the
location of the Group's assets.
United Kingdom Europe USA South America Total
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
External revenue by origin 79,893 51,424 8,101 12,333 19,450 17,270 2,132 2,929 109,576 83,956
Non-current assets 23,029 20,529 2,899 3,365 5,476 6,107 82 120 31,486 30,121
Current assets 82,260 40,269 3,559 5,158 10,631 2,844 781 921 97,231 49,192
Liabilities 42,639 23,281 2,739 3,345 32,254 11,380 288 232 77,920 38,238
Capital expenditure 4,817 1,569 56 162 25 240 - - 4,898 1,971
Revenue disaggregated by customer base is shown as follows:
2024 2023
£'000 % £'000 %
United Kingdom 48,974 45% 28,354 34%
Asia 24,350 22% 13,578 16%
USA 19,450 18% 17,270 21%
Europe 13,708 12% 21,158 25%
South America 3,086 3% 3,036 3%
Rest of World 8 0% 560 1%
Total revenue 109,576 100% 83,956 100%
The Group's largest customer, which is reported in the 'Defence and Security'
division, contributed 27.4% to the Group's revenue (2023 - 12.6% from the same
customer). The Group's second largest customer, also reported in the 'Defence
and Security' division, was the only other customer that contributed more than
10% to the Group's revenue with a total of 21.6% (2023 - nil).
2. Derivative financial instruments
During the year the Group and Company entered into a number of forward
currency contracts in respect of USD denominated cash inflows in the 'Defence
and Security' division. In total $99,000,000 was hedged in the year at an
average exchange rate of 1.2330. By the 30th April 2024 a total of $25,000,000
of contracts had matured at an average rate of 1.2381, leaving a balance of
$74,000,000 at an average rate of 1.2312.
The Group and Company has chosen not to adopt hedge accounting with respect to
forward exchange contracts and as a result a gain of £1,207,000 arising from
the change in the fair value of the contracts has been included within
operating profit.
US Dollar Sterling Average forward rate Change in fair value
$'000 £'000 £'000
Non-current derivative asset 20,000 16,134 1.2396 309
Current derivative asset 54,000 43,968 1.2282 898
Total 74,000 60,102 1.2312 1,207
3. Employee information
The average number of employees, including executive directors, during the
year was as follows:
Group Company
2024 2023 2024 2023
Number Number Number Number
Production 261 263 74 78
Technical 77 71 21 21
Distribution 28 26 2 2
Administration 89 94 37 39
455 454 134 140
(a) Staff costs
Including executive directors, employment costs were as follows:
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Wages and salaries 23,757 21,024 8,782 7,415
Social security costs 3,718 3,853 1,058 822
Pension costs 830 667 469 423
Redundancy costs 160 - - -
Share options expense 65 30 65 30
28,530 25,574 10,374 8,690
(b) Directors' emoluments
2024 2023
£'000 £'000
Aggregate directors' emoluments 3,517 2,072
Pension contributions 115 65
Gain on exercise of share options 1,043 1,042
4,675 3,179
In October 2023 two directors exercised LTIP share options totalling 100,000
(2023 - 250,000) at an exercise price of £0 (2023 - £0) per share. The gain
on these options is the difference between the market price at the date of
exercise, which ranged from £7.20 per share to £7.30 per share (2023 -
£4.17), and the exercise price of £0 (2023 - £0) per share.
Between June 2023 and October 2023 four directors exercised CSOP share options
totalling 63,335 (2023 - nil) at an exercise price of £1.41 per share. The
gain on these options is the difference between the market price at the date
of exercise, which ranged from £5.88 per share to £7.15 per share, and the
exercise price of £1.41 per share.
4. Taxation
(a) Tax expense
The charge for taxation comprises:
2024 2023
£'000 £'000
Current tax
United Kingdom corporation tax 3,187 860
Foreign corporation tax 188 311
Adjustments in respect of previous years (152) (76)
Group current tax expense 3,223 1,095
Deferred tax
Origination and reversal of temporary differences 857 (122)
Adjustments in respect of previous years 132 (2)
Adjustments in respect of difference in applicable tax rate - (8)
Group deferred tax expense/(credit) 989 (132)
Total tax expense on profit 4,212 963
Tax relating to items charged to other comprehensive income:
2024 2023
£'000 £'000
Deferred tax charged through other comprehensive income
Deferred tax on measurement gains on pension scheme current year 817 (9)
Deferred tax on revaluation surplus on land and buildings - 252
Deferred tax expense in the Consolidated statement of comprehensive income 817 243
(b) Factors affecting the tax charge for the year
The tax charge assessed for the year is higher than (2023: lower than) the
standard rate of corporation tax in the UK of 25% (2023 - 19.5%). The
differences are explained below:
2024 2023
£'000 £'000
Profit before tax 15,712 5,078
Profit multiplied by standard rate of corporation tax of 25% (2023 - 19.5%) 3,928 990
Effects of:
Expenses not deductible for tax purposes 102 35
R&D tax credit (322) (293)
Adjustments in respect of overseas tax rates 5 160
Unrecognised tax losses 390 (35)
Dual residency tax 129 232
Current tax adjustment in respect of previous years (152) (76)
UK deferred tax not previously recognised - (40)
Deferred tax adjustment in respect of previous years 132 (2)
Deferred tax adjustment in respect of different applicable rates - (8)
Total taxation expense for the year 4,212 963
(c) Factors affecting future tax charge
At the reporting date, there are no factors that would affect the future tax
charge and therefore deferred income taxation has been provided at the rate at
the reporting date of 25%.
5. Earnings per share
The calculation of basic earnings per share of 71.0p (2023 - 25.6p) is based
on the profit for the year attributable to equity holders of the parent of
£11,500,000 (2023 - £4,115,000) and on a weighted average number of ordinary
shares in issue of 16,186,103 (2023 - 16,045,581). At 30th April 2024 there
were 1,068,693 (2023 - 1,270,000) dilutive shares on option with a weighted
average effect of 845,288 (2023 - 980,875) giving a diluted earnings per share
of 67.5p (2023 - 24.2p).
2024 2023
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 (163,021) (245,048)
Less weighted average number of shares purchased by the Company (1,491,949) (1,550,444)
Weighted average number of shares to be used in basic EPS calculation 16,186,103 16,045,581
Weighted average number of the 1,068,693 (2023 - 1,270,000) dilutive shares 845,288 980,875
Weighted average diluted shares 17,031,391 17,026,456
Profit for the year attributable to equity holders of the parent in £ 11,500,000 4,115,000
Basic earnings per share 71.0p 25.6p
Diluted earnings per share 67.5p 24.2p
6. Dividends paid and proposed 2024 2023
£'000 £'000
Declared and paid during the year:
Final dividend for 2023: 13p (2022 - 7.5p) 2,123 1,196
Interim dividend for 2024: 3p (2023 - 2p) 487 324
2,610 1,520
Proposed for approval by shareholders at the AGM:
Final dividend for 2024: 16.5p (2023 - 13p) 2,679 2,123
7. Trade and other receivables
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Trade receivables (net of allowance for expected credit losses) 14,705 6,931 2,690 2,756
Amounts owed by subsidiary undertakings - - 8,502 11,356
Prepayments 6,061 1,027 313 228
Other receivables (*) 7,429 1,071 24 4
Income tax receivable 109 2 - -
28,304 9,031 11,529 14,344
(*) Included in Other receivables in the Group is £5,661,000 (2023 -
£23,000) of costs in relation to obtaining a contract. There are no costs in
relation to obtaining a contract within the Company (2023 - nil).
(a) Trade receivables
Trade receivables are denominated in the following currencies:
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Sterling 12,222 3,946 2,220 1,739
Euro 1,084 1,973 470 1,017
US dollar 867 736 - -
Other currencies 532 276 - -
14,705 6,931 2,690 2,756
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
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Not past due 13,504 5,059 2,555 2,282
< 30 days 396 1,745 83 482
30-60 days 92 90 47 18
60-90 days 50 37 5 -
> 90 days 663 - - (26)
Total 14,705 6,931 2,690 2,756
In the Group, trade receivables with a nominal value of £15,000 (2023 -
£36,000) were impaired and fully provided as at 30th April 2024. During the
year, expected credit losses of £21,000 (2023 - £42,000) were recovered and
expected credit losses of £nil (2023 - £26,000) were incurred.
In the Company, trade receivables with a nominal value of £5,000 (2023 -
£16,000) were impaired and fully provided as at 30th April 2024. During the
year, expected credit losses of £11,000 (2023 - £30,000) were recovered and
expected credit losses of £nil (2023 - £13,000) were incurred.
(b) Amounts owed by subsidiary undertakings
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 £1,686,000 relating to 'MSI-Sign Group B.V.' and 'MSI-Sign Group
GmbH' has been recognised on intercompany receivables in the company during
the year to give a cumulative impairment charge of £3,113,000 (2023 -
£1,470,000).
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
2024 2023
£'000 £'000
Amounts due from companies backed by liquid assets 1,898 3,607
Amounts due from 'MS INTERNATIONAL Estates Limited' 5,207 5,461
Amounts due from 'MS INTERNATIONAL Estates LLC' 1,397 2,288
8,502 11,356
8. Cash and cash equivalents
Group Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Cash at bank and in hand 35,509 12,336 9,936 8,016
Restricted cash held in Escrow - maturing in more than 90 days 7,170 2,917 - -
Total cash 42,679 15,253 9,936 8,016
The balance held in Escrow provides security to both Lloyds Bank plc and
Barclays Bank plc in respect of certain guarantees, indemnities, and
performance bonds given by the Group in the ordinary course of business.
The Company is party to a cross guarantee between 'MS INTERNATIONAL plc' and
'MSI-Defence Systems Ltd' which has been put in place to ensure compliance
with banking operations.
9. Net funds
(a) Analysis of net funds
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Cash and cash equivalents 35,509 12,336 9,936 8,016
Restricted cash held in Escrow 7,170 2,917 - -
Lease liabilities (804) (1,208) (6,401) (4,807)
41,875 14,045 3,535 3,209
(b) Group movement in net funds
Cash and cash equivalent Restricted cash held in Escrow Lease liabilities Total
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
Interest - - (51) (51)
At 30th April 2023 12,336 2,917 (1,208) 14,045
Cash flows 23,243 4,253 409 27,905
Foreign exchange adjustments (70) - 32 (38)
Interest - - (37) (37)
At 30th April 2024 35,509 7,170 (804) 41,875
(c) Company movement in net funds
Cash and cash equivalents Lease liabilities Total
At 30th April 2022 3,258 (5,214) (1,956)
Cash flows 4,758 560 5,318
Interest - (153) (153)
At 30th April 2023 8,016 (4,807) 3,209
Cash flows 1,920 817 2,737
New leases - (2,205) (2,205)
Interest - (206) (206)
At 30th April 2024 9,936 (6,401) 3,535
10. 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:
2024 2023
£'000 £'000
Employee Share Ownership Trust (a) 37 100
Shares in treasury (b) 3,665 2,281
3,702 2,381
(a) The Employee Share Ownership Trust
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.
At 30th April 2024 the ESOT held 91,048 shares (2023 - 245,048), which
represents 0.56% (2023 - 1.49%) of the issued share capital of the Company
excluding treasury shares. The market value of these shares was £829,000
(2023 - £1,250,000) at 30th April 2024.
A reconciliation of the movement in the number of shares held by the ESOT is
as follows:
Number £'000
ESOT shares at 30(th) April 2022 245,048 100
Exercise of share options - -
ESOT shares at 30(th) April 2023 245,048 100
Exercise of LTIP share options (100,000) (41)
Exercise of CSOP share options (54,000) (22)
ESOT shares at 30(th) April 2024 91,048 37
During the year, 324,007 (2023 - 250,000) share options were exercised by
Group employees, of which 154,000 (2023 - nil) were satisfied by the transfer
of shares from the ESOT. These shares have been valued at a weighted average
cost of £0.41 per share.
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 £29,000 (2023 - £8,000). The Company
has not made any payments (2023 - nil) into the ESOT bank accounts during the
year. Details of the outstanding share options for directors are included in
the Directors' remuneration report.
(b) Shares in treasury
A reconciliation of the movement in the Company's own 10p ordinary shares held
in treasury is shown below:
Number £'000
Treasury shares at 30th April 2022 1,646,334 2,689
Exercise of LTIP share options (250,000) (408)
Treasury shares at 30th April 2023 1,396,334 2,281
Purchase of 290,000 shares from pension scheme 290,000 1,676
Exercise of CSOP share options (170,007) (292)
Treasury shares at 30th April 2024 1,516,327 3,665
On 7th July 2023 the Company purchased 290,000 (2023 - nil) shares from the
Group's pension scheme at a price of £5.78 per share, totalling £1,676,000.
During the year, 324,007 (2023 - 250,000) share options were exercised, of
which 170,007 (2023 - 250,000) were satisfied by the transfer of shares held
in treasury by the Company. The share options issued from treasury have been
valued at a weighted average cost of £1.72 (2022 - £1.63) per share
totalling £293,000.
11. Contracts with customers
The Group and Company have recognised the following assets and liabilities
relating to contracts with customers:
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Current contract assets 100 144 - -
Current contract liabilities (42,616) (14,585) (1,784) (856)
Non-current contract liabilities (10,019) - - -
Net contract liabilities (52,535) (14,441) (1,784) (856)
At 30th April 2024 there was no provision for expected credit losses relating
to contract assets (2023 - nil).
A reconciliation of the movements in contract liabilities during the year is
shown below:
Group Company
£'000 £'000
Contract liabilities as at 30th April 2023 14,585 856
New contract liabilities 105,443 5,448
Revenue recognised in the year:
- that was included in the contract liability balance as at 30th April 2023 (9,667) (856)
- relating to new contract liabilities in the year (57,505) (3,664)
Other movements (22) -
Exchange differences (199) -
Contract liabilities as at 30th April 2024 52,635 1,784
Included in the contract liabilities balance at 30th April 2024 is £6,987,000
relating to unpaid invoices.
Of the existing contracts that were unsatisfied or partially unsatisfied at
30th April 2024, revenue is expected to be recognised as follows:
Group Company
£'000 £'000
2025 42,616 1,784
2026 9,892 -
2027 127 -
Total 52,635 1,784
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