Ms Intl. Regulatory News (MSI)

29 Nov 2007 07:01

MS International PLC29 November 2007 MS INTERNATIONAL plc Unaudited Interim Condensed Consolidated Financial Statements 3rd November, 2007 MS INTERNATIONAL plc EXECUTIVE DIRECTORS Michael Bell Michael O'Connell David Pyle NON EXECUTIVE Roger Lane-Smith SECRETARY David Pyle REGISTERED OFFICE Balby Carr Bank Doncaster DN4 8DH PRINCIPAL OPERATING DIVISIONS Defence Forgings Petrol Station Superstructures Chairman's Statement Last year's progressive growth trend has continued throughout the first six months of the current financial yearresulting in positive increases in both revenue and profits. Furthermore, I am very pleased to report that a number ofthe new business prospects that I highlighted as emerging at the time of my year end statement, have since turned intofirm orders for the Group. For the half year ended 3rd November, 2007, profit before taxation amounted to £2.21m (2006 - £1.98m) on revenue of£25.55m (2006 - £22.88m). Earnings per share have risen to 9.2p (2006 - 8.1p). The balance sheet remains strong with net cash and short term deposits marginally higher at £7.95m compared to £7.61m atlast year end. We continue to experience strong levels of demand and during the period achieved a 27% uplift in the cumulative value ofthe Group's phased forward order book to reach a new record high level. This year in the defence division, there is a predominantly second half bias in terms of contract delivery schedules. Wehave taken advantage of this to implement a major upgrading and reorganisation of the division's production facility.The twofold objective is to enhance operational efficiency and throughput capacity, in order that we may meet theopportunity of the forthcoming surge in sales output dictated by the division's order book as we enter the next calendaryear and beyond. Pleasingly, both the forgings and our joint venture petrol station superstructures divisions arerealising notable all round performance improvements following the fundamental completion of the current phases ofextensive investment and development programmes. During the period, the Company purchased 200,000 MS INTERNATIONAL plc shares for cancellation at a total cost of£375,000. In addition, I, together with my two executive directors, exercised options to purchase a total of 1,912,521ordinary shares in the Company. It is our intention to hold these shares as long term investments. Presently, there is good visibility with regard to the substance of the medium and longer term elements of the orderbook and moreover there remains other identified new business prospects which are still open to be won. Nevertheless,though quietly confident, we are sensitive to the importance of maintaining the current buoyant levels of short termtrading for the remainder of the financial year. These matters considered the Board has declared an interim dividend of 0.70p (2006 - 0.60p). Michael Bell29th November, 2007 Independent Review Report to MS INTERNATIONAL plc Introduction We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financialreport for the 27 weeks ended 3 November, 2007 which comprises the Interim Consolidated Income Statement, the InterimStatement of Recognised Income and Expense, the Interim Balance Sheet, the Interim Cash Flow Statement and the relatedexplanatory notes. We have read the other information contained in the half yearly financial report and consideredwhether it contains any apparent misstatements or material inconsistencies with the information in the condensed set offinancial statements. This report is made solely to the Company in accordance with guidance contained in ISRE 2410 (UK and Ireland) "Reviewof Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing PracticesBoard. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than theCompany, for our work, for this report, or for the conclusions we have formed. Directors' Responsibilities The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors areresponsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules ofthe United Kingdom's Financial Services Authority. As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adoptedby the European Union. The condensed set of financial statements included in this half-yearly financial report has beenprepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by theEuropean Union. Our Responsibility Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in thehalf-yearly financial report based on our review. Scope of Review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Reviewof Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing PracticesBoard for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarilyof persons responsible for financial and accounting matters, and applying analytical and other review procedures. Areview is substantially less in scope than an audit conducted in accordance with International Standards on Auditing(UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significantmatters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financialstatements in the half-yearly financial report for the 27 weeks ended 3 November, 2007 is not prepared, in all materialrespects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosureand Transparency Rules of the United Kingdom's Financial Services Authority. Ernst & Young LLPLeeds29 November, 2007 Interim Consolidated Income Statementfor the twenty seven weeks ended 3rd November, 2007 27 weeks ended 26 weeks ended 3rd Nov., 2007 28th Oct., 2006 Unaudited Unaudited Notes £000 £000Products 21,818 17,212Contracts 3,727 5,666 Revenue 6 25,545 22,878 Cost of sales (19,485) (17,010) Gross profit 6,060 5,868 Selling and distribution costs (927) (1,058)Administrative expenses (3,313) (3,127) Group trading profit 6 1,820 1,683 Finance revenue 142 112Finance costs (18) (38)Other finance revenue - pension 263 218 Profit before taxation 2,207 1,975 Income tax expense 5 (584) (633) Profit attributable to equity holders of the parent 1,623 1,342 Earnings per share- basic 9.2p 8.1p- diluted 9.0p 7.8p Interim Statement of Recognised Income and Expensefor the twenty seven weeks ended 3rd November, 2007 27 weeks ended 26 weeks ended 3rd Nov., 2007 28th Oct., 2006 Unaudited Unaudited £000 £000 Actuarial gains/(losses) on defined benefit pension scheme 467 (970)Deferred taxation on actuarial gains/(losses) on defined pension scheme (140) 291Currency translation differences on foreign investments (28) (29) Net income/(expense) recognised directly in equity 299 (708) Profit attributable to equity holders of the parent 1,623 1,342 Total recognised income and expense for the period attributable to equity holders of the parent 1,922 634 Interim Consolidated Balance Sheetat 3rd November, 2007 Notes 3rd Nov., 28th April, 2007 2007 Unaudited AuditedASSETS £000 £000Non-current assetsProperty, plant and equipment 7 15,609 14,676Intangible assets 189 253Pension asset 9 1,664 894 17,462 15,823 Current assetsInventories 5,285 4,327Trade and other receivables 7,106 7,288Prepayments 2,111 2,109Cash and short-term deposits 7,949 7,608 22,451 21,332 TOTAL ASSETS 39,913 37,155 EQUITY AND LIABILITIESEquityIssued capital 1,851 1,871Capital redemption reserve 890 870Other reserves 1,544 1,544Revaluation reserve 2,942 2,942Special reserve 1,629 1,629Foreign reserve (179) (151)Own shares (391) (738)Retained earnings 9,750 8,719 Total Equity 18,036 16,686 Non-current liabilitiesFinance leases - 4Provisions 8 - 48Government grants 22 28Deferred tax liability 1,950 1,779 1,972 1,859 Current liabilitiesTrade and other payables 19,294 18,060Finance leases 7 7Provisions 8 82 65Government grants 13 13Income tax payable 509 465 19,905 18,610 TOTAL EQUITY AND LIABILITIES 39,913 37,155 Interim Consolidated Cash Flow Statementfor the twenty seven weeks ended 3rd November, 2007 27 weeks ended 26 weeks ended 3rd Nov., 2007 28th Oct., 2006 Unaudited Unaudited £'000 £'000 Trading profit 1,820 1,683Adjustments to reconcile trading profit to net cash in flows from operatingactivitiesDepreciation of property plant and equipment 645 507Amortisation of intangible fixed assets 64 110Foreign exchange losses (28) (29)Government grant release (6) (6)Provisions utilised (31) (33)Pension charge 328 304(Profit)/loss on sale of fixed assets (4) 8(Increase)/decrease in inventories (465) 823Decrease in receivables 182 1,288Increase in prepayments (2) (843)Decrease in payables (2,037) (714)Increase/(decrease) in progress payments 2,778 (3,224)Pension fund payments (368) (295) Cash generated from operating activities 2,876 (421) Interest received 124 74Taxation paid (509) (710) Net cash flow from operating activities 2,491 (1,057) Cash flows from investing activitiesPurchase of intangible fixed assets - (85)Purchase of property, land and equipment (1,664) (1,247)Sale of property, land and equipment 90 89 Net cash used in investing activities (1,574) (1,243)Cash flows from financing activitiesPurchase of own shares (375) -Dividend paid (544) (364)Share options exercised 347 -Repayments of capital element of finance leases (4) (2) Net cash flows used in financing activities (576) (366) Movement in cash and cash equivalents 341 (2,666)Opening cash and cash equivalents 7,608 5,907 Closing cash and cash equivalents 7,949 3,241 Notes to the Interim Consolidated Financial Statements 1 Corporate information MS INTERNATIONAL plc is a public limited company incorporated in England and Wales. The Company's ordinary shares are traded on the London Stock Exchange. The principal activities of the Company and its subsidiaries ("the Group") are described in Note 6. The interim condensed consolidated financial statement of the Group for the twenty seven weeks ended 3rd November, 2007 were authorised for issue in accordance with a resolution of the directors on 29th November, 2007. 2 Basis of preparation and accounting policies The annual financial statements of the Group are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report which has not been audited has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union. The interim financial information has been reviewed by the Group's auditors, Ernst & Young LLP, their report is included on page 3. These interim financial statements do not constitute statutory financial statements within the meaning of section 240 of the Companies Act 1985. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements as at 28th April, 2007. The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 28 April, 2007. The following standards, amendments and interpretations will be applied for the first time in the Group's statutory accounts for the year ended 3rd May, 2008. - IFRS 7 Financial Instruments: Disclosures - IFRIC 9 Reassessment of Embedded Derivatives - IFRIC 10 Interim Financial Reporting and Impairment The figures for the year ended 28th April, 2007 do not constitute the Group's statutory accounts for the period but have been extracted from the statutory accounts. The auditor's report on those accounts, which have been filed with the Registrar of Companies, was unqualified and did not contain any statement under section 237(2) or (3) of the Companies Act 1985. 3 Cash and cash equivalents For the purpose of the interim consolidated cash flow statement, cash and cash equivalents are comprised of the following: 3rd Nov., 2007 28th Oct., 2006 Unaudited Unaudited £'000 £'000 Cash at bank and in hand 3,199 3,241 Short term deposits 4,750 - 7,949 3,241 4 Dividends paid and proposed 27 weeks ended 26 weeks ended 3rd Nov., 2007 28th Oct., 2006 Unaudited Unaudited £'000 £'000 Declared and paid during the six month period Dividend on ordinary shares Final dividend for 2007 - 3.00p (2006 - 2.20p) 544 364 Proposed for approval Dividend on ordinary shares Interim dividend for 2008 - 0.70p (2007 - 0.60p) 128 100 5 Income tax The major components of income tax expense in the consolidated income statement are: 27 weeks ended 26 weeks ended 3rd Nov., 2007 28th Oct., 2006 Unaudited Unaudited £'000 £'000 Current income Current income tax charge 567 633 Adjustments in respect of prior years (15) - Current tax 552 633 Deferred income Relating to origination and reversal of timing differences 145 - Adjustments in respect of prior years (113) - Deferred tax 32 - Income tax expense reported in the consolidated income statement 584 633 6 Segment Information (a) Primary reporting format - Divisional segments The following table presents revenue and profit, regarding the Group's divisions for the periods ended 3rd November, 2007 and 28th October, 2006 and certain assets and liability information regarding the Group's divisions at 3rd November, 2007 and 28th April, 2007. 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 engagedin the design and construction of petrol station superstructures. Defence Forgings Petrol Station Total Superstructures 2007 2006 2007 2006 2007 2006 2007 2006 Unaudited Unaudited £000 £000 £000 £000 £000 £000 £000 £000 Revenue External 7,217 8,326 13,002 11,052 5,326 3,500 25,545 22,878Inter-divisional - - - - - - - - Total revenue 7,217 8,326 13,002 11,052 5,326 3,500 25,545 22,878 Segment result 118 950 1,236 732 466 1 1,820 1,683Net finance revenue 387 292 Profit before taxation 2,207 1,975Taxation (584) (633) Profit for the period 1,623 1,342 Capital expenditure 810 46 627 389 61 119Depreciation 53 60 368 282 91 67 3rd Nov., 28th April, 2007 2007Segment assets and liabilities Unaudited AuditedAssets £000 £000 Defence 14,887 13,667Forgings 11,853 11,120Petrol Station Superstructures 3,732 3,251 30,472 28,038Unallocated 9,441 9,117 Total assets 39,913 37,155 LiabilitiesDefence 13,139 12,087Forgings 4,164 4,345Petrol Station Superstructures 1,898 1,849 19,201 18,281Unallocated 2,676 2,188 Total liabilities 21,877 20,469 (b) Secondary reporting format - Geographical segments The following table presents revenue and expenditure by geographical segment for the periods ended 3rd November, 2007 and 28th October, 2006 and certain assets and liabilities information by geographical segment at 3rd November, 2007 and 28th April, 2007. The Group's geographical segments are based on the location of the Group's assets. Revenue from external customers is based on the geographical location of the customers. Rest Europe North America of the World Total 2007 2006 2007 2006 2007 2006 2007 2006 Unaudited Unaudited £000 £000 £000 £000 £000 £000 £000 £000 RevenueExternal 20,377 16,153 1,944 2,418 3,224 4,307 25,545 22,878Inter-divisional - - - - - - - - Total revenue 20,377 16,153 1,944 2,418 3,224 4,307 25,545 22,878 Capital expenditure 1,658 1,237 2 10 4 - 1,664 1,247 3rd 28th 3rd Nov., 28th 3rd Nov., 28th 3rd Nov., 28th April, Nov., April, 2007 April, 2007 April, 2007 2007 2007 2007 2007 2007 Unaudited AuditedAssets 37,792 35,035 1,224 1,432 897 688 39,913 37,155Liabilities 21,734 20,302 130 105 13 62 21,877 20,469 7 Property, plant and equipment Acquisitions and disposals During the twenty seven weeks ended 3rd November, 2007, the Group acquired assets with a cost of £1,664,000 (2006 - £1,247,000). Assets with a net book value of £86,000 were disposed of by the Group during the 27 weeks ended 3rd November, 2007 (2006 - £97,000), resulting in a net gain on disposal of £4,000 (2006 - loss of £8,000). 8 Provisions 3rd Nov., 28th Oct., 2007 2006 Unaudited Unaudited Opening balance (113) (179) Utilised 31 33 (82) (146) The provision is an onerous lease provision which will be utilised over the next year. 9 Pensions plans The Company operates an employee defined benefit scheme called the MS International plc Retirement and Death Benefits Scheme ("the Scheme"). IAS19 requires disclosure of certain information about the Scheme as follows: • The employer operates a defined contribution pension scheme. Until 6th April, 1997, the Scheme provided defined benefits and these liabilities remain in respect of service prior to 6th April, 1997. From 6th April, 1997 the Scheme provides future service benefits on a defined contribution basis. • The last formal valuation of the Scheme was performed at 5th April, 2005 by a professionally qualified actuary. • Members have paid contributions at a rate in line with the Scheme's documentation over the accounting period. • The employer has paid members contributions to the defined contributions section of the Scheme, life assurance premiums and other Scheme expenses. In addition, from April 2006, the employer has paid 80,000 per annum to the defined benefit section of the scheme. The Company's policy for recognising actuarial gains and losses is to recognise them immediately through the Statement of Recognised Income and Expense. 10 Commitments and contingencies The Company is contingently liable in respect of guarantees, indemnities and performance bonds given in the ordinary course of business amounting to £5,404,952 at 3rd November, 2007 (2006 - £972,204). In the opinion of the directors, no material loss will arise in connection with the above matters. The Group and certain of its subsidiary undertakings are parties to legal actions and claims which have arisen in the normal course of business. The results of actions and claims cannot be forecast with certainty, but the directors believe that they will be concluded without any material effect on the net assets of the Group. 11 Related party transactions The following transactions took place, during the period, between the Group and Global-MSI plc, a company in which the Group holds a 50% interest. Purchases of goods and services £667,000 (2006 - £353,000) Sales of goods and services £510,000 (2006 - £172,000) The following balances relating to the above transactions are included in the consolidated balance sheet as at 3rd November, 2007. Amounts owed by joint venture £8,000 (2006 - £7,000) Amounts owed to joint venture £56,000 (2006 - £45,000) The following transactions took place, during the period, between the Company and other subsidiaries in the Group.Sales of goods and services £1,525,000 (2006 - £1,834,000) Sales and purchases between related parties are made at normal market prices. Terms and conditions for transactions with subsidiaries and the joint venture are unsecured and interest free. Balances are placed on inter-company accounts with no specified credit period. 12 Financial instruments At 3rd November, 2007 the Group held forward exchange contracts over currency to the value of 957,000 Euro designated ashedges of expected future purchases from suppliers in Europe. 13 Reconciliation of Movement in Equity Issued Capital Other Revaluation Special Foreign Own Retained Total capital redemption reserves reserve reserve exchange shares earnings reserve reserve £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 29th April, 2006 1,871 870 1,544 2,942 1,629 (93) (738) 5,082 13,107Total recognised income and expense for the period - - - - - (29) - 663 634Dividend paid - - - - - - - (364) (364) At 28th October, 2006 1,871 870 1,544 2,942 1,629 (122) (738) 5,381 13,377Total recognised income and expense for the period - - - - - (29) - 3,438 3,409Dividend paid - - - - - - - (100) (100) At 28th April, 2007 1,871 870 1,544 2,942 1,629 (151) (738) 8,719 16,686Total recognised income and expense for the period - - - - - (28) - 1,950 1,922Dividend paid - - - - - - - (544) (544)Repurchase of shares (20) 20 - - - - - (375) (375)Exercise of options - - - - - - 347 - 347 At 3rd November, 2007 1,851 890 1,544 2,942 1,629 (179) (391) 9,750 18,036 14 Principal Risks and Uncertainties The principal risks and uncertainties which could impact the Group's long term performance remain those detailed in note 2 of the Report of the Directors in the Group's 2007 Annual Report and Financial Statements, a copy of which is available at Balby Carr Bank, Doncaster DN4 8DH. The Chairman's Statement includes a commentary of the primary uncertainties affecting the Group for the remaining 6 months of the year. 15 Statement of Directors' Responsibilities The directors confirm that this condensed set of financial statements has been prepared in accordance with IAS 34 as adopted by the European Union, and that the interim report herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8. This information is provided by RNS The company news service from the London Stock Exchange