Final Results

RNS Number : 6169C
MS International PLC
22 June 2021
 

 

Chairman's Statement

 

 

Results and Review

 

It is both pleasing and reassuring to report that for the year ended 30th April 2021, the Company returned to profits with a pre-tax figure of £1.59m (2020 - loss £3.25m) on revenue of £61.54m (2020 - £61.15m). Basic earnings per share amounted to 7.2p, (2020 - loss per share of 15.1p). The balance sheet has strengthened, with total cash increased to £23.56m (2020 - £16.30m).

 

Exceptionally good progress has been made across the Group, despite the negative and distracting influence of the global pandemic. Furthermore, the outlook is now much brighter than we could have imagined twelve months ago. We have lost neither skills, nor potential market opportunities and are now starting to benefit from the numerous ambitious development projects and investment programmes that we have been diligently progressing over the past few years.

 

'Defence'

 

We continued to stay abreast of our obligations to our many international defence business customers, completing sales of new weapon installations, whilst fully supporting and servicing customers around the world, including twelve individual navies. International marketing activity was, by enforced necessity, sadly restrained. The home market with the UK MoD remains, disappointingly subdued.

 

Pleasingly, a request from the US Navy, that we field our 'state of the art' 30mm MSI-DS naval weapon system for an evaluation trials programme resulted in a highly positive outcome. We have since been awarded a contract for the supply of seven systems, the first of which has now been delivered directly to the US Navy. We are hopeful that these sales may well lead to follow on production orders.  In addition, following the award of that contract, we received an order from a US shipbuilder to supply eight similar weapon systems for a US government Foreign Military Sales Programme.

 

This important break-through in the United States defence market, is a direct result of our persistent and purposeful marketing effort within the US over many years and our relentless, and crucially important, investment in product development programmes for the world markets.

 

'Forgings'

 

This division started the period in a relatively weak business environment, centred around a Brexit settlement and the overhanging potential loss or reduction in fork-arm requirements from our many EU based customers; then Covid hit! The uncertainties were not helped by the growing deterioration in the availability and supply of raw materials and components and their increasing costs. Not only were our own requirements affected but also those of our customers' other material requirements.

 

Market conditions only started to improve in early 2021, after many of our existing and potential customers reverting to a 'buy-local' philosophy, rather than continuing to buy 'economic dumped' product from China, where reliability of supply had seriously deteriorated. This positive trend for us, when added to our earlier restructuring of our UK operations, at last brought some positive economic sanity into the international markets we serve through our indigenous fork-arm manufacturing plants in the UK, plus North and South America.

 

 'Petrol Station Superstructures'

 

Despite a much slowed 'pandemic induced' start to the period in the UK, once HM Government determined that petrol stations in England were deemed an essential operation and could remain open, there was a notable upturn in our business activity. Throughout the lockdowns, many of our UK customers, particularly those operating stations that included a quality convenience store and, in some cases, a food outlet, traded well, even though it is reported that fuel sales dropped by 70% at the height of the restrictions. As travel restrictions were eased, so the need for structural maintenance and new builds gained momentum and there was a pleasing marked restoration in our UK activities.

 

Unfortunately, there was not a similar freedom of movement across mainland Europe and consequently our operation in Poland - which traditionally services customers from Scandinavia and across Eastern Europe - had a much reduced, activity level throughout the period.

 

Notwithstanding the challenges, the division, led by the UK operation, achieved a marked improvement in profitability over that reported in the prior year.

 

'Corporate Branding'

 

This division, which operates primarily across western European through operations based in The Netherlands and Germany, experienced a ten per cent reduction in activity compared to the previous year, owing to local and cross border travel restrictions and vigorously enforced lockdowns across the EU. Consequently, revenue was some 30% lower than anticipated. Across the sectors we serve, petrol, hospitality, airports and automotive, people movement was intensely restricted and as a consequence many of our customers' development programmes were simply put on an 'extended hold'.

 

By contrast, our UK 'Petrol Sign' business has continued to grow and prosper, responding in line with the more positive approach taken by the UK forecourt market highlighted in my comments on 'Petrol Station Superstructures'.

 

 

Outlook

 

'Defence'

 

Our recent positive breakthrough into the western world's largest defence market is truly most encouraging and we will do our utmost to progress the many perceived opportunities that are out there. Our other product developments, aimed at opening up new global markets, are progressing to plan and once international travel arrangements can recommence this will enable the business to exploit a number of perceived and very promising opportunities.

 

Simultaneously, we are upgrading the capabilities of our existing UK manufacturing facilities and systems, to enhance further our production capabilities to meet anticipated future demand. 

 

'Forgings'

 

With our highly efficient 'local' manufacturing operations in the UK, the United States and Brazil, we are well placed to take advantage of the growing ecological and economic pressures regarding minimising long distance shipping of products around the globe.

 

'Petrol Station Superstructures'

 

The UK petrol station market has recovered strongly and very positively from the initial lock-down pressures of the pandemic.

 

There continues to be a notable, and very positive change, in the structure of petrol station ownership in the UK. The long-established ownership of stations by the large international oil companies is diminishing and passing to that of that a small number of privately owned, well- funded, entrepreneurial groups. Consequently, there is considerable investment taking place to enhance their station operations, creating what is being termed 'mobility hubs,' that will offer, not only a wide variety of fuel options, but also high quality and spacious convenience stores; fast-food outlets; rest areas and internet amenities plus superior car valeting facilities.

 

 

 

 

 

 

With our Group's extensive experience and high reputation in the construction, maintenance and, most recently, the branding of petrol stations, we aim to continue to provide a superior, high quality service to these relatively new, and progressively minded, groups.

 

Our Poland based business, that enjoys an outstanding reputation for performance amongst the many customers it regularly serves in numerous countries, is well positioned to respond once inter country travel restraints are lifted and there is a restoration of business normality. 

 

'Corporate Branding'

 

This division has still to contend with the present ongoing operational restraints on travel across international borders, necessitated by the pandemic.

 

In the meantime, we have reorganised and integrated the operations of this division to reflect the wider product and market sectors it serves. Not only have we considerably reduced costs, but it is now better focused on meeting the expectations of a broader customer market than just 'petrol', which had previously been the prime focus when we acquired the 'Petrol Sign BV' business in 2015.

 

In concluding, I thank all our employees for their support and commitment to the business in what has clearly been a most disruptive and frustrating business year for everyone.

 

Our thanks also to HM Government and to those Governments, in countries where we have operating businesses, for their 'Covid-19' support in what has been an unprecedented time.

 

Our commitment to moving the business forward remains at the forefront of our objectives after 15 months of continuous global restrictions. We remain resilient and dedicated, along with a great team of people and are well placed to achieving our aim. Most importantly, we also enjoy further enhanced strong financial resources to support and develop opportunities as they arise.

 

All matters considered the Board recommends the payment of a reinstated final dividend of 6.5p per share (2020 - 1.75p) making a total for the year of 8.25p (2020 - 3.5p). The final dividend is expected to be paid on the 10th August 2021, to those shareholders on the register at the close of business on 16th July 2021.

 

 

 

 

Michael Bell

21st June 2021

 

 

 

 

MS INTERNATIONAL plc 



Michael Bell


Tel: 01302 322133




Shore Capital (Nominated Adviser and Broker)



Patrick Castle


Tel: 020 7408 4090

Daniel Bush




Copies of this announcement are available from the Company's registered office at MS INTERNATIONAL plc, Balby Carr Bank, Doncaster, DN4 8DH, England.  The full Annual Report and Accounts, which will include the Notice of AGM, will be posted to shareholders on 6th July, 2021, will be available on the Company's website at www.msiplc.com and will be delivered to the Registrar of Companies after it has been laid before the Company's members at the Annual General Meeting to be held on 29th July 2021 at The Holiday Inn, Warmsworth, Doncaster.

Consolidated income statement







For the year ended 30th April, 2021











2021


2020

Continuing operations




Total


Total





£'000


£'000








Revenue




61,539


61,153

Cost of sales




(44,218)


(48,275)

Gross profit




17,321


12,878








Distribution costs




(2,581)


(3,455)

Administrative expenses




(12,954)


(12,542)












(15,535)


(15,997)

Group operating profit/(loss)




1,786


(3,119)








Share of net profit of joint venture




28


  - 

Interest received




10


133

Interest paid




(92)


(103)

Other finance costs - pensions




(140)


(164)





(222)


(134)

Profit/(loss) before taxation




1,592


(3,253)

Taxation




(415)


762

Profit/(loss) for the year attributable to equity holders of the parent




1,177


(2,491)








Basic earnings/(loss) per share




7.2p


(15.1p)

Diluted earnings/(loss) per share




7.0p


(15.1p)















Consolidated statement of comprehensive income



For the year ended 30th April, 2021
















2021


2020





Total


Total





£'000


£'000








Profit/(loss) for the year attributable to equity holders of the parent




1,177


(2,491)

Exchange differences on retranslation of foreign operations




(38)


(55)

Net other comprehensive loss to be reclassified to profit or loss in subsequent years


(38)


(55)

Remeasurement gains/(losses) on defined benefit pension scheme




1,213


(2,197)

Deferred tax on remeasurement on defined benefit scheme




(230)


545

Deferred tax on revaluation surplus on land and buildings




 -


(110)

Net other comprehensive income/(loss) not being reclassified to profit or loss in subsequent years


983


(1,762)








Total comprehensive income/(loss) for the year attributable to equity holders of the parent


2,122


(4,308)

 



 

Consolidated and company statement of changes in equity

For the year ended 30th April, 2021


















Share capital


Capital redemption reserve


Other reserves


Revaluation reserve


Special reserve


Currency translation reserve


Treasury shares


Retained earnings


Total shareholders' funds




£'000


£'000


£'000


£'000


£'000


£'000


£'000


£'000


£'000





















(a) Group



















At 27th April, 2019


1,840


901


2,815


6,055


1,629


279


(3,059)


25,338


35,798

Loss for the year









(2,491)


(2,491)

Other comprehensive loss







(55)



(1,762)


(1,817)

Total comprehensive loss







(55)



(4,253)


(4,308)

Dividends paid









(1,362)


(1,362)

At 30th April, 2020


1,840


901


2,815


6,055


1,629


224


(3,059)


19,723


30,128

Profit for the year









1,177


1,177

Other comprehensive (loss)/income







(38)



983


945

Total comprehensive (loss)/income







(38)



2,160


2,122

Dividends paid









(578)


(578)

Purchase of own shares








(636)



(636)

Cancellation of shares


(56)


56






906


(906)


At 30th April, 2021


1,784


957


2,815


6,055


1,629


186


(2,789)


20,399


31,036

(b) Company



















At 27th April, 2019


1,840


901


7,620



1,629



(3,059)


17,222


26,153

Profit for the year









1,366


1,366

Other comprehensive loss









(1,608)


(1,608)

Total comprehensive loss









(242)


(242)

Dividends paid









(1,362)


(1,362)

At 30th April, 2020


1,840


901


7,620



1,629



(3,059)


15,618


24,549

Profit for the year









1,548


1,548

Other comprehensive income









899


899

Total comprehensive income









2,447


2,447

Dividends paid









(578)


(578)

Purchase of own shares








(636)



(636)

Cancellation of shares


(56)


56






906


(906)


At 30th April, 2021


1,784


957


7,620



1,629



(2,789)


16,581


25,782

 



 

Consolidated and company statements of financial position

At 30th April, 2021











Group


Company



2021


2020


2021


2020



£'000


£'000


£'000


£'000

ASSETS









Non-current assets









Property, plant, and equipment


19,113


20,111


935


1,121

Right-of-use assets


530


1,214


5,486


5,943

Intangible assets


3,558


4,140


 - 


 - 

Investments in subsidiaries


 - 


 - 


17,313


18,036

Investment in joint venture


36


 - 


 - 


 - 

Deferred income tax asset


1,606


1,875


1,600


1,875



24,843


27,340


25,334


26,975

Current assets









Inventories


12,423


15,857


1,498


1,543

Trade and other receivables


9,369


4,589


16,135


15,433

Contract assets


1,998


 - 


 - 


 - 

Income tax receivable


194


719


141


139

Prepayments


2,010


1,775


543


296

Cash and cash equivalents


17,390


16,125


943


 - 

Restricted cash held in Escrow


6,165


 - 


 - 


 - 



49,549


39,065


19,260


17,411










TOTAL ASSETS


74,392


66,405


44,594


44,386










EQUITY AND LIABILITIES









Equity









Share capital


1,784


1,840


1,784


1,840

Capital redemption reserve


957


901


957


901

Other reserves


2,815


2,815


7,620


7,620

Revaluation reserve


6,055


6,055


 - 


 - 

Special reserve


1,629


1,629


1,629


1,629

Currency translation reserve


186


224


 - 


 - 

Treasury shares


(2,789)


(3,059)


(2,789)


(3,059)

Retained earnings


20,399


19,723


16,581


15,618

TOTAL EQUITY SHAREHOLDERS' FUNDS


31,036


30,128


25,782


24,549

Non-current liabilities









Defined benefit pension liability


7,095


8,563


7,095


8,563

Deferred income tax liability


1,553


1,641


 - 


 - 

Lease liabilities


380


893


5,214


5,609



9,028


11,097


12,309


14,172

Current liabilities









Bank overdraft


 - 


 - 


 - 


391

Trade and other payables


12,410


11,309


5,234


3,854

Contract liabilities


21,192


13,370


874


1,037

Income tax payable


561


165


 - 


 - 

Lease liabilities


165


336


395


383



34,328


25,180


6,503


5,665










TOTAL EQUITY AND LIABILITIES


74,392


66,405


44,594


44,386

 



 

Consolidated and company cash flow statements


For the year ended 30th April, 2021











Group


Company



2021


2020


2021


2020



£'000


£'000


£'000


£'000










Profit/(loss) before taxation


1,592


(3,253)


92


(1,216)

Adjustments to reconcile profit before taxation to net cash inflow/(outflow) from operating activities








Past service pension costs


205


  - 


205


  - 

Depreciation charge of owned assets and right-of-use assets


1,666


1,671


895


1,001

Amortisation charge


237


360


  - 


  - 

Impairment of goodwill


348


  - 


  - 


  - 

Write off of acquired goodwill


8


271


  - 


  - 

Profit on sale of fixed assets


(74)


(104)


(61)


(93)

Share of net profit of joint venture


(28)


  - 


  - 


  - 

Termination of lease


(7)


  - 


  - 


  - 

Finance costs


222


134


366


412

Foreign exchange gains


516


10


  - 


  - 

Decrease/(increase) in inventories


3,377


(1,445)


44


(81)

(Increase)/decrease in receivables


(6,834)


3,019


37


4,057

(Increase)/decrease in prepayments


(237)


25


(246)


3

Increase/(decrease) in payables


1,162


(1,021)


1,296


(3,462)

Increase/(decrease) in progress payments


7,824


(1,611)


(163)


571

Pension fund payments


(600)


(600)


(600)


(600)

Cash generated from/(invested in) operating activities


9,377


(2,544)


1,865


592

Net interest (paid)/received


(52)


66


(49)


(59)

Taxation received/(paid)


460


(848)


  - 


30

Net cash inflow/(outflow) from operating activities


9,785


(3,326)


1,816


563










Investing activities









Payments for acquisitions, net of cash acquired


(89)


(1,178)


  - 


  - 

Dividends received from subsidiaries


  - 


  - 


1,498


1,895

Purchase of property, plant, and equipment


(781)


(721)


(268)


(409)

Proceeds on disposal of property, plant, and equipment


97


128


62


101

Increase in cash held in the Escrow account maturing in more than 90 days


(6,165)


  - 


  - 


  - 

Net cash (outflow)/inflow from investing activities


(6,938)


(1,771)


1,292


1,587

Financing activities









Purchase of own shares


(636)


  - 


(636)


  - 

Lease payments


(327)


(268)


(560)


(597)

Dividends paid


(578)


(1,362)


(578)


(1,362)

Net cash outflow from financing activities


(1,541)


(1,630)


(1,774)


(1,959)

Increase/(decrease) in cash and cash equivalents


1,306


(6,727)


1,334


191

Opening cash and cash equivalents/(bank overdraft)


16,125


22,886


(391)


(582)

Exchange differences on cash and cash equivalents


(41)


(34)


  - 


  - 

Closing cash and cash equivalents/(bank overdraft)


17,390


16,125


943


(391)

 

The financial information set out above does not constitute the Company's statutory accounts for the periods ended 30th April, 2021 or 30th April, 2020  but is derived from those accounts. Statutory accounts for 2020 have been delivered to the Registrar of Companies, and those for 2021 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.



 

1.  Segment information










































The following table presents revenue and profit and certain assets and liability information regarding the Group's divisions for the years ended 30th April, 2021 and 30th April, 2020. The reporting format is determined by the differences in manufacture and services provided by the Group. The 'Defence' division is engaged in the design, manufacture, and service of defence equipment. The 'Forgings' division is engaged in the manufacture of forgings. The 'Petrol Station Superstructures' division is engaged in the design, manufacture, construction, branding, maintenance, and restyling of petrol station superstructures. The 'Corporate Branding' division is engaged in the design, manufacture, installation, and service of corporate brandings.






















Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Group financing (including finance costs and finance revenue) and income taxes are managed on a group basis and are not allocated to operating segments.

 



'Defence'


'Forgings'


'Petrol Station


'Corporate


Total











Superstructures'


Branding'







2021


2020


2021


2020


2021


2020


2021


2020


2021


2020



£'000


£'000


£'000


£'000


£'000


£'000


£'000


£'000


£'000


£'000

Segmental revenue





















Total revenue


27,078


23,464


9,970


11,482


11,774


12,296


12,972


14,420


61,794


61,662

Revenue from other segments











Revenue from external customers


27,078


23,464


9,970


11,482


11,629


11,910


12,862


14,297


61,539


61,153






















Segment result





















Operating profit/(loss)


2,570


(289)


425


(340)


448


3


(1,657)


(2,493)


1,786


(3,119)

Share of net profit of joint venture


















28


Net finance costs



















Profit/(loss) before taxation


















1,592


(3,253)

Taxation



















Profit/(loss) for the year


















1,177


(2,491)






















Segmental assets





















Assets attributable to segments


35,414


26,666


4,066


3,570


8,492


8,382


8,468


10,740


56,440


49,358

Unallocated assets*


















17,952


17,047

Total assets


















74,392


66,405






















Segmental liabilities





















Liabilities attributable to segments


24,795


16,639


2,445


1,285


2,970


2,274


3,510


4,922


33,720


25,120

Unallocated liabilities *


















9,636


11,157

Total liabilities


















43,356


36,277






















Other segmental information





















Capital expenditure


440


80


24


62


131


293


186


286


781


721

Depreciation


176


222


545


620


377


346


263


235


1,361


1,423

Amortisation






55


180


182


180


237


360

Impairment








348



348


 

* Unallocated assets include certain fixed assets (including all UK properties), current assets and deferred income tax assets. Unallocated liabilities include the defined pension benefit scheme liability, the deferred income tax liability, and certain current liabilities.






















Assets and liabilities attributable to segments comprise the assets and liabilities of each segment adjusted to reflect the elimination of the cost of investment in subsidiaries and the provision of financing loans provided by MS INTERNATIONAL plc.






















Revenue between segments is determined on an arm's length basis. Segment results, assets, and liabilities include items directly attributable to the segment as well as those that can be allocated on a reasonable basis.






















Geographical analysis




































The following table presents revenue and expenditure and certain assets and liabilities information by geographical segment for the years ended 30th April, 2021 and 30th April, 2020. The Group's geographical segments are based on the location of the Group's assets.







United Kingdom


Europe


Americas


Total







2021


2020


2021


2020


2021


2020


2021


2020







£'000


£'000


£'000


£'000


£'000


£'000


£'000


£'000






















External revenue by origin






41,191


39,191


12,987


14,538


7,361


7,424


61,539


61,153

Non-current assets






17,373


17,803


3,706


5,017


3,764


4,520


24,843


27,340

Current assets






39,457


29,004


6,899


8,378


3,193


1,683


49,549


39,065

Liabilities






32,516


30,473


3,729


5,051


7,111


753


43,356


36,277

Capital expenditure






644


477


137


244




781


721






















Revenue disaggregated by destination is shown as follows:















2021


2020















£'000


%


£'000


%






















United Kingdom














22,259


36%


21,036


34%

Europe














26,574


43%


30,748


50%

USA & South America














7,361


12%


8,401


14%

Rest of World














5,345


9%


968


2%






















Total revenue














61,539


100%


61,153


100%

The Group's largest customer, which is reported in the 'Defence' division, contributed 14.9% to the Group's revenue (2020: 20.7% in the 'Defence' division). Only one other customer, also in the 'Defence' division, contributed more than 10% to the Group's revenue with a contribution of 11.3% (2020: 13.0% in the 'Defence' division).

 

2.  Employee information










The average number of employees, including executive directors, during the year was as follows:







2021


2020



Number


Number






Production


243


252

Technical


72


66

Distribution


32


45

Administration


96


85



443


448






(a)  Staff costs










Including executive directors, employment costs were as follows:







2021


2020



£'000


£'000






Wages and salaries


17,420


17,133

Coronavirus job retention scheme income


(1,690)


(240)

Social security costs


3,263


2,629

Pension costs


557


870

Share options expense


29


  - 



19,579


20,392






The Coronavirus job retention scheme income has been received in the following countries:







2021


2020



£'000


£'000






UK


313


240

The Netherlands


1,113


  - 

USA


254


  - 

Poland


10


  - 



1,690


240











(b)  Directors' emoluments







2021


2020



£'000


£'000






Aggregate directors' emoluments


1,570


1,300

Pension contributions


42


33

Share option expense


13


  - 



1,625


1,333

 

3.  (a)  Taxation










The charge for taxation comprises:







2021


2020



£'000


£'000

Current tax





United Kingdom corporation tax


410


(510)

Adjustments in respect of previous years


25


165

Foreign corporation tax


30


(203)

Group current tax expense/(credit)


465


(548)






Deferred tax





Origination and reversal of temporary differences


(40)


(95)

Adjustments in respect of previous years


(10)


(153)

Difference in applicable tax rate


  - 


34

Group deferred tax credit


(50)


(214)

Total tax expense/(credit) on profit/(loss)


415


(762)











Tax relating to items charged or credited to other comprehensive income:










Deferred tax charged/(credited) through other comprehensive income





Deferred tax on measurement gains on pension scheme current year


(230)


545

Deferred tax on revaluation surplus on land and buildings


  - 


(110)

Deferred tax in the Consolidated statement of comprehensive income


(230)


435











(b)  Factors affecting the tax charge for the year





 

The tax charge/(credit) assessed for the year is higher than (2020: lower than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained below:






 



2021


2020

 



£'000


£'000

 






 

Profit/(loss) before tax


1,592


(3,253)

 

Profit/(loss) multiplied by standard rate of corporation tax of 19% (2020 - 19%)


302


(618)

 






 

Effects of:





 

Expenses not deductible for tax purposes


(164)


(420)

 

Adjustments in respect of overseas tax rates


262


230

 

Current tax adjustment in respect of previous years


25


165

 

Deferred tax adjustment in respect of previous years


(10)


(153)

 

Deferred tax adjustment in respect of different applicable rates


  - 


34

 

Total taxation expense/(credit) for the year


415


(762)

 






 

(c)  Factors affecting future tax charge





 

The March 2021 Budget announced an increase in the UK standard rate of corporation tax to 25% from 1st April, 2023. The legislation received Royal Assent on 10th June, 2021 so was substantively enacted after the reporting date. Deferred tax at 30th April, 2021 has therefore been provided at 19%.

 






The overall effect of the forthcoming increase in the main UK corporation tax rate to 25%, had it been enacted at the reporting date, would have led to an increase in the deferred tax asset of approximately £510,000 and an increase in the deferred tax liability of approximately £450,000. The increase in the main rate of UK corporation tax from April 2023 is unlikely to have a material effect on the annual tax charge in the Group's accounts arising from the reversal of timing differences recognised through the consolidated income statement.

 






Deferred tax in relation to intangibles recognised on the acquisition of 'MSI-Sign Group B.V.' has been provided at 25%, being the main corporation tax rate in The Netherlands.

 

 

4.  Earnings per share










The calculation of basic earnings per share of 7.2p (2020 - loss per share of 15.1p) is based on the profit for the year attributable to equity holders of the parent of £1,177,000 (2020 - loss of £2,491,000) and on a weighted average number of ordinary shares in issue of 16,342,816 (2020 - 16,504,491). At 30th April, 2020 there were 380,000 (2020 - 400,000) potentially dilutive shares on option with a weighted average effect of 391,667 (2020 - 400,000) giving a diluted earnings per share of 7.0p (2020 - loss per share of 15.1p).








2021


2020






Number of ordinary shares in issue at start of the year


18,396,073


18,396,073

Cancellation of ordinary shares during the year


(555,000)


  - 

Number of ordinary shares in issue at the end of the year


17,841,073


18,396,073






Weighted average number of shares in issue


18,234,198


18,396,073

Less weighted average number of shared held in the ESOT


(245,048)


(245,048)

Less weighted average number of shares purchased by the Company


(1,646,334)


(1,646,334)

Weighted average number of shares to be used in basic EPS calculation


16,342,816


16,504,691

Weighted average number of the 380,000 (2020 - 400,000) potentially dilutive shares


391,667


400,000

Weighted average diluted shares


16,734,483


16,904,691






Profit/(loss) for the year attributable to equity holders to the parent in £


1,177,000


(2,491,000)

Basic earnings/(loss) per share


7.2p


(15.1p)

Diluted earnings/(loss) per share


7.0p


(15.1p)






The prior year diluted loss per share is the same as the basic loss per share as the impact of potential dilutive shares is anti-dilutive and therefore not recognised.

 











5.  Dividends paid and proposed


2021


2020



£'000


£'000

Declared and paid during the year





Final dividend for 2020: 1.75p  (2019 - 6.50p)


289


1,073

Interim dividend for 2021: 1.75p (2020 - 1.75p)


289


289



578


1,362






Proposed for approval by shareholders at the AGM





Final dividend for 2021: 6.5p (2020 - 1.75p)


1,073


289

 

6.  Trade and other receivables



















Group


Company







2021


2020


2021


2020







£'000


£'000


£'000


£'000














Trade receivables (net of allowance for expected credit losses)


8,764


  4,413


2,184


932

Amounts owed by subsidiary undertakings



  -


13,872


  14,422

Amounts owed by joint venture






150


  -



  -

Other receivables






455


176 


79


79 







  9,369


  4,589


  16,135


 15,433













(a)   Trade receivables are denominated in the following currencies:















Group


Company







2021


2020


2021


2020







£'000


£'000




£'000














Sterling






6,112


1,551


1,675


838

Euro






1,692


2,319


509


94

US dollar






695


349



Other currencies






265


194









8,764 


4,413 


2,184 


932 














Trade receivables are non-interest bearing and are generally on 30 day terms and are shown net of provision for impairment. The aged analysis of trade receivables after impairment is as follows:














Group


Total


Not past due


< 30 days


30-60 days


60-90 days


> 90 days



£'000


£'000


£'000


£'000


£'000


£'000

2021


8,764 


7,268 


1,381 


102 


28 


(15)

2020


4,413 


2,745 


343 


211 


327 


787 














As at 30th April, 2021 trade receivables at a nominal value of £43,000 (2020 - £109,000) were impaired and fully provided. Bad debts of £81,000 (2020 - £62,000) were recovered and bad debts of £16,000 (2020 - £68,000) were incurred.














Company


Total


Not past due


< 30 days


30-60 days


60-90 days


> 90 days



£'000


£'000


£'000


£'000


£'000


£'000

2021


2,184 


2,033 


122 


28 



2020


932 


865 


54 

















As at 30th April, 2021 trade receivables at a nominal value of £11,000 (2020 - £73,000) were impaired and fully provided. Bad debts of £69,000 (2020 - £33,000) were recovered and bad debts of £7,000 (2020 - £55,000) were incurred.














(c)   Intercompany receivables


























All amounts due from Group companies are repayable on demand and are not charged interest. The majority of intercompany balances are to group entities with liquid assets and are capable of being repaid on demand. There has been no impairment recognised on intercompany receivables (2020 - £nil).














There are loans to 'MS INTERNATIONAL Estates Limited', which although repayable on demand, are supported by properties which will not be immediately realisable. The directors have assessed the likelihood of default and the loss in the event of default as well as the balance at the reporting date and conclude that there is no material impairment of the receivable.


The amounts receivable at the reporting date can be categorised as:

















2021


2020











£'000


£'000














Amounts due from companies backed by liquid assets






7,587


7,530

Amounts due from 'MS INTERNATIONAL Estates Limited'

 






6,285


6,892











13,872


14,422

 

7.  Cash and cash equivalents / bank overdraft



















Group


Company







2021


2020


2021


2020







£'000


£'000


£'000


£'000














Cash at bank and in hand






17,390


16,125


943


 - 

Bank overdraft






  - 


  - 


  - 


(391)

Cash and cash equivalents






  17,390


  16,125


943


(391)

Restricted cash held in Escrow - maturing in more than 90 days




   6,165


  -


 - 


 - 

Total cash






  23,555


  16,125


  943


(391)














The balance held in Escrow provides security to Lloyds Bank plc in respect of any guarantees, indemnities, and performance bonds given by the group in the ordinary course of business.














8.  Net funds


























Analysis of net funds






Group


Company







2021


2020


2021


2020







£'000


£'000


£'000


£'000

Cash and cash equivalents






17,390


16,125


943


  - 

Bank overdraft






  - 


  - 


  - 


(391)

Restricted cash held in Escrow






6,165


  - 


  - 


  - 

Lease liabilities






(545)


(1,229)


(5,609)


(5,992)







23,010


14,896


(4,666)


(6,383)














Group movement in net funds



















Cash/bank overdraft


Restricted cash held in Escrow


Lease liabilities


Total














Net funds as at 27th April, 2019






22,886


  - 


  - 


22,886

Recognised on adoption of IFRS 16






  - 


  - 


(781)


(781)

Cash flows






(6,727)


  - 


268


(6,459)

Foreign exchange adjustments






(34)


  - 


6


(28)

Leases on acquisition






  - 


  - 


(501)


(501)

New leases






  - 


  - 


(185)


(185)

Other changes






  - 


  - 


(36)


(36)

Net funds as at 30th April, 2020

 

 





16,125


  - 


(1,229)


14,896

Cash flows






1,306


6,165


327


7,798

Foreign exchange adjustments






(41)


  - 


(16)


(57)

Lease cancellation






  - 


  - 


402


402

Other changes






  - 


  - 


(29)


(29)

Net funds as at 30th April, 2021






17,390


6,165


(545)


23,010














Company movement in net funds



















Cash/bank overdraft


 Restricted cash held in Escrow


Lease liabilities


Total














Net funds as at 27th April, 2019






(582)


  - 


  - 


(582)

Recognised on adoption of IFRS 16






  - 


  - 


(6,400)


(6,400)

Cash flows






191


  - 


597


788

Other changes






  - 


  - 


(189)


(189)

Net funds as at 30th April, 2020






(391)


  - 


(5,992)


(6,383)

Cash flows






1,334


  - 


560


1,894

Other changes






  - 


  - 


(177)


(177)

Net funds as at 30th April, 2021






943


  - 


(5,609)


(4,666)














 

9.  Reserves


























Share capital













The balance classified as share capital includes the nominal value on issue of the Company's equity share capital, comprising 10p ordinary shares.














Capital redemption reserve













The balance classified as capital redemption reserve represents the nominal value of issued share capital of the Company, repurchased.














Other reserves













Following the transfer of assets held at valuation by the Company to a subsidiary company, a reserve has been created which is non-distributable. This is equal to the revaluation reserve previously arising.














Additionally, it includes the non-distributable retained reserve for the revaluation reserve previously showing in the Company for properties now transferred to other members of the Group.














Revaluation reserve













The asset revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that such decrease relates to an increase on the same assets previously recognised in equity.














Special reserve













The special reserve is a distributable reserve created following the cancellation of a share premium account by way of court order in March 1993.














Currency translation reserve













The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations.














Treasury shares























2021


2020











£'000


£'000

Employee Share Ownership Trust










100


100

Shares in treasury (see below)










2,689


2,959











2,789


3,059














During 1991 the Company established an Employee Share Ownership Trust ("ESOT"). The trustee of the ESOT is Appleby Trust (Jersey) Ltd, an independent company registered in Jersey. The ESOT provides for the issue of options over ordinary shares in the Company to Group employees, including executive directors, at the discretion of the Remuneration Committee.














The trust has purchased an aggregate 245,048 (2020 - 245,048) ordinary shares, which represents 1.5% (2020 - 1.3%) of the issued share capital of the Company at an aggregate cost of £100,006. The market value of the shares at 30th April, 2021 was £380,000 (2020 - £338,000). The Company has made payments of £nil (2020 - £nil) into the ESOT bank accounts during the period. During the year, no options have been granted over shares (2020 - 1,575,000). Details of the outstanding share options for directors are included in the Directors' remuneration report.














The assets, liabilities, income, and costs of the ESOT have been incorporated into the Company's financial statements. Total ESOT costs charged to the income statement in the period amounts to £3,000 (2020 - £8,000). During the year, no options on shares were exercised (2020 - nil) and no shares were purchased (2020 - nil).














On 11th December, 2013 the Company purchased 1,000,000 of its shares with a further 646,334 shares being purchased on 30th January, 2014.

On 15th January, 2021 the Company purchased 555,000 of its own 10p ordinary shares for a consideration of £636,000. The shares were cancelled on the same date at a weighted average price of £163.33 per share, totalling £906,000.














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











Number


£'000

Purchase of 1,000,000 shares from the Group's pension scheme on 11th December, 2013


1,000,000


1,722

Purchase of 646,334 shares on 30th January, 2014










646,334


1,237

Purchase of 555,000 shares on 15th January, 2021










555,000


636

Consideration paid for purchase of own shares










2,201,334


3,595

Cancellation of 555,000 shares at weighted average rate


(555,000)


(906)

Net value of treasury shares










1,646,334


2,689














 

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