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Final Results

26th Jun 2024 07:00

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 23rd August 2024 to those shareholders on the register at the close of business on the 12th July 2024.

 

 

 

Michael Bell

25th 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 3rd July 2024. The full Annual Report and Accounts will be posted to shareholders no later than 19th 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 25th 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 subsequent years

 

(287)

 

97

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 in subsequent years

 

2,453

(278)

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

 

13,666

 

3,934

 

 

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 30th 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 

> 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 30th April 2022

245,048

100

 

Exercise of share options

-

-

 

ESOT shares at 30th April 2023

245,048

100

 

Exercise of LTIP share options

(100,000)

(41)

 

Exercise of CSOP share options

(54,000)

(22)

 

ESOT shares at 30th 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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