TIDMMAN

RNS Number : 1168I

Manroy PLC

09 June 2011

9 June 2011

Manroy Plc

Interim Results for six months ended 31 March 2011

Manroy Plc ("Manroy" or the "Group") (AIM:MAN.L), "), the AIM quoted leading UK machine gun manufacturer, announces its unaudited interim results for the six months ended 31 March 2011.

Manroy's shares were admitted to trading on AIM in December 2010 following the reverse takeover of Manroy Systems Limited ("Manroy Systems") by Hurlingham Plc. The results set out below therefore include only a three month contribution from Manroy Systems.

 
 Financial highlights 
 --   Revenue of GBP3.0m 
 --   Pre-tax profits of GBP1.14m against 2010 loss of GBP33,000 
 --   Basic earnings per share of 12.5p compared to 2010 loss per 
       share of 1.1p 
 --   Interim dividend of 1p per share declared earlier than previously 
       planned 
 --   Manroy Systems consolidated income statement for full six 
       month period shows: 
        Revenue up 32.1% to GBP6.1m (6 months to 31 March 2010: 
         GBP4.6m) 
        Pre-tax profits up 39.5% to GBP1.3m (6 months to 31 March 
         2010: GBP0.9m) 
 
 
 Operational highlights 
 --   Acquisition of Manroy Systems for GBP3.1m 
 --   Successful GBP6.0m fund raising 
 --   Four appointments to the Board including two non-executive 
       directors 
 --   Announcement of the following new orders: 
        GBP1.3m spare parts contract 
        Three year technical support contract with the MoD 
 
 
 Post period end 
 --   Acquisition of the business and assets of AEI Land Systems 
       for GBP250,000 in cash plus an earn out over two years 
 --   Option to acquire 49% of Manroy USA extended to 30 June 2011 
 --   GBP4.1m five year blank ammunition contract with the MoD 
 

Andrew Blurton, Chairman of Manroy, commented: "The Board is pleased with the progress made by Manroy during the first six months of this financial year. The enlarged group has a positive future with the ability to generate long term sustainable income streams from its core business, as well as being able to grow through acquisition. Barring unforeseen circumstances in the countries and markets in which the Group operates, the Board therefore views the future with confidence."

For further information please contact:

 
 Manroy Plc                         Tel: 01252 874 177 
  Glyn Bottomley, Chief Executive 
  Paul Carter, Finance Director 
 Arbuthnot Securities Limited       Tel: 020 7012 2000 
  Tom Griffiths 
  Ed Groome 
 Tavistock Communications           Tel: 020 7920 3150 
  Baron Phillips 
  Simon Compton 
 

Chairman's statement

I am pleased to present my first Chairman's statement since completion of the reverse takeover of Manroy Systems Limited and the subsequent admission to AIM in December 2010. This half yearly report includes a three months' contribution from Manroy Systems Limited from completion of the acquisition on 23 December 2010 to 31 March 2011.

Shareholders will be familiar from the AIM Admission Document with the events of the first part of the period under review, which led to Manroy Systems' GBP3.1m acquisition together with a GBP6.0m fund raising through a share placing at 75p per share. The net impact of this was to transform your company from an unquoted cash shell into the UK's leading manufacturer of machine guns, in particular the Heavy Machine Gun (HMG) along with the associated provision of support services, maintenance and spares. The Company's shares also became quoted and traded on AIM following this acquisition.

The revenue contribution from Manroy Systems amounted to GBP3.0m for the six months to 31 March 2011 resulting in pre-tax profits for the period of GBP1,143,000 against a loss of GBP33,000 in the comparable period a year earlier. The Company's results this year reflect the expensing of costs incurred on the acquisition and the positive effect of negative goodwill arising on the acquisition. This negative goodwill arose from the increase in net assets of Manroy Systems to the date of our purchase in comparison to the purchase price paid, against which the Group is only recording three months' results from Manroy Systems from the date of purchase to 31 March 2011. These results translated into earnings per share of 12.5p compared to a loss of 1.1p per share last year.

As a result of this strong first half performance, the Board has declared an interim dividend of 1p per ordinary share, payable on 15 July 2011 to shareholders on the register on 17 June 2011. In the Company's AIM Admission Document, the Board indicated that the Company would recommence the payment of dividends on publication of its financial statements for the year ending 30 September 2011. The Board is pleased that the Company is able to recommence dividend payments earlier than previously indicated, and it also intends to recommend that the Company pays the same amount as a final dividend on publication of those financial statements.

We have also included in the notes, the Consolidated Income Statement for the Manroy Systems subgroup for the six months to 31 March 2011 which shows revenue of GBP6.1m for the period, a 32% increase over the March 2010 half year, and pre-tax profits of GBP1.3m against GBP0.9m in the comparable period.

The period under review has been one of transformation for the Company. The board expects this process to continue as Manroy grows both its product range and its area of operations. The Company has made four appointments to the Board during the period. As well as the addition in December 2010 of Glyn Bottomley and Paul Carter, Chief Executive and Finance Director respectively, we have appointed a further two non-executives - Gerry Clark and Brian O'Donnell. These appointments were made in February this year and we are pleased to have their additional expertise available to the Company. Further key senior operational managers have also been appointed demonstrating the Company's commitment to its ongoing development.

Since the period end Manroy has acquired the business and assets of AEI Land Systems for GBP250,000 in cash, together with an earn-out at the lower of 7% of AEI related turnover and 50% of post-tax profit generated from the acquired assets. The earn-out is only payable for two years from the date of acquisition and will be funded entirely from the profits of the AEI business acquired. The Board sees this as an important transaction in that it brings a profitable complementary business into the Company.

The Board considers Manroy's business has developed positively during the first six months of this financial year. The enlarged group has a strong future with the ability to generate long term sustainable income streams from its core business, as well as being able to grow through acquisition. Barring unforeseen circumstances in the countries and markets in which the Group operates, I therefore view the future with confidence.

Andrew Blurton

Chairman

9 June 2011

Chief Executive's review

This has been an exciting period for Manroy and I am delighted to have joined the board of the Company as Chief Executive. We have made a number of positive developments during the six months ended 31 March 2011 and since the period, details of which are set out in this report.

In January 2011 Manroy announced the signing of a GBP1.3m spare parts contract with a Middle East Government and a three year technical support contract with the UK Ministry of Defence. This was followed in May by the award of a five year blank ammunition contract for GBP4.1m with the UK MoD. These all augur well for our future performance.

During this first half of the Company's financial year, certain overseas markets in which the Group operates have been adversely affected. In some instances this has delayed sales orders that the Company had previously expected to be awarded during this period. Nevertheless, the Company has worked hard to secure alternative business opportunities and expects profits and earnings per share for the year ending 30 September 2011 to be broadly in line with market expectations. These delayed sales orders are now expected to be received during the year ending 30 September 2012.

It is worth explaining that the Group does not accept export orders from any embargoed country and Manroy adheres strictly to UK legislation concerning the sale of armaments and weapons to foreign countries and governments.

There are a number of long term overseas contracts being tendered for by the Group. These are in regions where our main competitors have previously enjoyed success but where Manroy now considers itself to be well positioned to compete for these significant contracts. The acquisition of the AEI Land Systems assets in April this year has also extended the Group's product range and strength, thereby enabling Manroy to actively bid for more wide ranging system solutions to existing and potential customers in export opportunities.

Shareholders will recall that at the time of the Company's Admission to AIM, the Company had an option to acquire 49% of Manroy USA ("MUSA") from Caledonian Heritable Limited. This option was to be exercised by the Company by 31 March 2011 for approximately GBP1.6m, payable in cash or shares issued at the 75p placing price at Caledonian Heritable's election. On 1 April 2011, Manroy announced that this option had been extended to 30 June 2011.

This extension was necessitated because MUSA had acquired the business and assets of Sabre Defence Industries (rather than the company itself) for $6.0m in cash in March 2011. As a result of this acquisition, further due diligence is being undertaken on the enlarged business. This acquisition significantly increased MUSA's size, capability and prospects in the US, which is the world's largest defence market. The Board believes that Manroy's future prospects in the US would be materially enhanced if the Company exercises its option to acquire 49% of MUSA, as it provides Manroy with access to high technology manufacturing capability for M2 HMG barrels, Quick Change Barrel kits and parts, as well as production capability for M4, M5 and M16 rifles. Sabre's principal customer was the US Department of Defense, which it supplied for a number of years.

The Board believes the potential acquisition of a major interest in MUSA creates a key opportunity for Manroy to accelerate its penetration of the US defence market, and enables the Group to capitalise on its long and extensive experience of manufacturing the M2 HMG, associated parts, and Quick Change Barrel technology. A further announcement relating to the option to acquire 49% of MUSA will be made in due course.

Overall, the six months ended 31 March 2011 was a positive period for Manroy and this momentum has continued since the period end. I would like to take this opportunity to thank all our employees for their hard work during this transition period and all our shareholders for their support. I look forward to the ongoing development of the Group over the remainder of the financial year and into the future.

Glyn Bottomley

Chief Executive

9 June 2011

CONDENSED CONSOLIDATED INCOME STATEMENT

for the six months ended 31 March 2011

 
                                       6 months      6 months      Year ended 
                                       ended 31      ended 31    30 September 
                            Notes    March 2011    March 2010            2010 
                                        GBP'000       GBP'000         GBP'000 
 
 Revenue                        2         3,000             -               - 
 Cost of sales                          (1,931)             -               - 
 
 Gross profit                             1,069             -               - 
 
 Costs of acquisition 
  of Manroy Systems 
  Limited                       8         (348)             -           (130) 
 Negative goodwill 
  on acquisition of 
  Manroy Systems Limited      7.1         1,351 
 Administrative expenses                  (928)          (37)           (153) 
-------------------------  ------  ------------  ------------  -------------- 
 
 Results from operating 
  activities                              1,144          (37)           (283) 
 
 Finance income                 3             5             4               9 
 Finance expense                3           (6)             -               - 
 
 Profit / (loss) before 
  taxation                                1,143          (33)           (274) 
 
 Taxation                       4         (101)             -               - 
-------------------------  ------  ------------  ------------  -------------- 
 
 Profit/(loss) for 
  the period                              1,042          (33)           (274) 
=========================  ======  ============  ============  ============== 
 Earnings / (loss) 
  per share (basic)             5         12.5p        (1.1p)          (9.4p) 
 Earnings / (loss) 
  per share (diluted)           5         12.1p        (1.0p)          (8.7p) 
-------------------------  ------  ------------  ------------  -------------- 
 

There are no other recognised gains and losses other than those shown in the Consolidated Income Statement.

All amounts relate to acquisitions.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                        31 March   31 March   30 September 
                                            2011       2010           2010 
                                Notes    GBP'000    GBP'000        GBP'000 
-----------------------------  ------  ---------  ---------  ------------- 
 
 Non-current assets 
 Goodwill                         7.1      6,538          -              - 
 Investments                                   -        101              - 
 Property, plant and 
  equipment                         9        289          -              - 
                                           6,827        101              - 
-----------------------------  ------  ---------  ---------  ------------- 
 
 Current assets 
 Inventories                               1,159          -              - 
 Trade and other receivables       10      1,153          8            480 
 Cash and cash equivalents         11      4,409      1,679          1,423 
-----------------------------  ------  ---------  ---------  ------------- 
                                           6,721      1,687          1,903 
 TOTAL ASSETS                             13,548      1,788          1,903 
-----------------------------  ------  ---------  ---------  ------------- 
 
 Current liabilities 
 Bank loans                        14      (700)          -              - 
 Finance leases                             (30)          -              - 
 Derivative financial 
  instruments                               (17)          -              - 
 Trade and other payables          13    (2,362)       (63)          (419) 
-----------------------------  ------  ---------  ---------  ------------- 
                                         (3,109)       (63)          (419) 
-----------------------------  ------  ---------  ---------  ------------- 
 
 Non-current liabilities 
 Bank loans                        14      (755)          -              - 
 Finance leases                             (36)          -              - 
 Deferred tax                                (8)          -              - 
                                           (799)          -              - 
 TOTAL LIABILITIES                       (3,908)       (63)          (419) 
-----------------------------  ------  ---------  ---------  ------------- 
 NET ASSETS                                9,640      1,725          1,484 
=============================  ======  =========  =========  ============= 
 
 EQUITY 
 Share capital                     15        649      2,179          2,179 
 Share premium                             6,941        331            331 
 Capital redemption 
  reserve                          15      2,034          -              - 
 Retained earnings                            16      (785)        (1,026) 
 
 TOTAL EQUITY                              9,640      1,725          1,484 
=============================  ======  =========  =========  ============= 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 31 March 2011

 
                                             Capital 
                     Share       Share      redemption  Retained      Total 
                    capital     premium      reserve     earnings    equity 
                    GBP'000     GBP'000      GBP'000     GBP'000     GBP'000 
-----------------  ----------  ----------  -----------  ---------  ----------- 
 
  At 1 October 
   2009                 2,179         331            -      (752)        1,758 
  Total 
   recognised 
   income and 
   expense for 
   the period               -           -            -       (33)         (33) 
-----------------  ----------  ----------  -----------  ---------  ----------- 
  At 31 March 
   2010                 2,179         331            -      (785)        1,725 
  Total 
   recognised 
   income and 
   expense for 
   the period               -           -            -      (241)        (241) 
-----------------  ----------  ----------  -----------  ---------  ----------- 
  At 30 September 
   2010                 2,179         331            -    (1,026)        1,484 
  Capital 
   reconstruction 
   (note 15)          (2,034)                    2,034                       - 
  Issue of 
   10,081,632, 
   new ordinary 
   shares                 504       7,057            -          -        7,561 
  Costs relating 
   to issue of 
   new shares 
   (note 8)                 -       (447)            -          -        (447) 
  Total 
   recognised 
   income and 
   expense for 
   the period               -           -            -      1,042        1,042 
-----------------  ----------  ----------  -----------  ---------  ----------- 
  At 31 March 
   2011                   649       6,941        2,034         16        9,640 
=================  ==========  ==========  ===========  =========  =========== 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the six months ended 31 March 2011

 
                                        6 months      6 months      Year ended 
                                        ended 31      ended 31    30 September 
                                      March 2011    March 2010            2010 
                             Notes       GBP'000       GBP'000         GBP'000 
--------------------------  ------  ------------  ------------  -------------- 
 
 Cash inflow / (outflow) 
  generated from 
  operations                    12         2,246          (58)           (183) 
 
 Finance income                                5             4               9 
 Finance expense                            (23)             -               - 
 Taxation paid                             (172)           (7)             (7) 
 Net cash used in 
  operating activities                     2,056          (61)           (181) 
--------------------------  ------  ------------  ------------  -------------- 
 
 Cash flows from investing 
  activities 
 Purchase of property, 
  plant and equipment                      (102)             -               - 
 Purchase of subsidiary 
  undertaking                            (1,500)             -               - 
 Cash acquired on 
 acquisition of 
 subsidiary                                1,874             -               - 
 Net cash received from 
  investing activities                       272             -               - 
--------------------------  ------  ------------  ------------  -------------- 
 
 Net cash flows from 
  financing activities 
 Repayments of bank loans                  (167)             -               - 
 Costs incurred on issue 
  and cancellation of 
  shares in prior periods                      -             -           (197) 
 Issue of new ordinary 
  shares                                   6,000             -               - 
 Costs of issuing new 
  shares                         8         (447)          (61)               - 
 Repayment of subsidiary 
  shareholder loans                      (4,716)             -               - 
 Repayment of lease 
 capital                                    (12)             -               - 
 
 Net cash from financing 
  activities                                 658          (61)           (197) 
--------------------------  ------  ------------  ------------  -------------- 
 
 Net increase in cash 
  and cash equivalents 
  in the period                            2,986         (122)           (378) 
 
 Cash and cash equivalents 
  at beginning of period                   1,423         1,801           1,801 
 
 Cash and cash equivalents 
  at end of period                         4,409         1,679           1,423 
==========================  ======  ============  ============  ============== 
 
 

Notes to the condensed consolidated financial statements

1. Statement of accounting policies

Manroy Plc (the "Company") is incorporated and domiciled in England and Wales under company number 2451413.

Basis of preparation

This half-yearly financial report of the Company for the six months ended 31 March 2010 has been prepared in accordance with IAS 34: 'Interim Financial Reporting' as adopted for use in the European Union ("EU") and in accordance with the Disclosure and Transparency Rules of the Financial Services Authority. The financial information contained in this half-yearly financial report has neither been audited nor reviewed by the auditors.

The annual financial statements of Manroy Plc are prepared in accordance with IFRS as adopted by the European Union. The comparative financial information for the year ended 30 September 2010 included within this report does not constitute the full statutory accounts as defined in section 434 of the Companies Act 2006. The statutory Annual Report and Financial Statements for 2010 have been filed with the Registrar of Companies. The Independent Auditors' Report on that Annual Report and Financial Statement for 2010 was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

This half-yearly financial report has been prepared on the basis of the accounting policies adopted in the financial statements of the Company for the year ended 30 September 2010, with the addition of new standards, amendments to standards and interpretations that have come into effect during the period under review and which have a material impact on either the Company or its subsidiaries.

On 23 December 2010, Manroy Plc completed the acquisition of Manroy Systems Limited. The financial information in this half-yearly financial report for the six months ended 31 March 2011 therefore includes the consolidated results of Manroy Systems Limited from the date of its acquisition on 23 December 2010, to 31 March 2011. The comparative information for the six months ended 31 March 2010 and for the year ended 30 September 2010 relates to the only company in the Group at those dates.

2. Segmental reporting

There is only one operating and reportable segment in the Group, being the supply of guns and spares. There are no significant overseas assets or liabilities in the Group. The Board's strategy is to increase the Group's penetration into the export market. The below table shows an analysis of the Group's revenue by location of customer for the trading periods covered by this financial report:

 
                          6 Months          6 Months 
                             ended             ended          Year ended 
                          31 March          31 March        30 September 
                              2011              2010                2010 
 Region                    GBP'000     %     GBP'000   %         GBP'000   % 
 United Kingdom              2,463    82           -   -               -   - 
 Europe                        486    16           -   -               -   - 
 North America                  49     2           -   -               -   - 
 Asia and Australasia            2     0           -   -               -   - 
 Total Revenue               3,000   100           -   -               -   - 
======================  ==========  ====  ==========      ============== 
 

During the period ended 31 March 2011, revenues included GBP2,381,000 from the Group's largest customer.

3. Finance income and expenses

 
                                 6 months      6 months      Year ended 
                                 ended 31      ended 31    30 September 
                               March 2011    March 2010            2010 
                                  GBP'000       GBP'000         GBP'000 
 
 Bank interest                       (23)             -               - 
 Movement in fair value of 
  interest rate swaps                  17             -               - 
                                      (6)             -               - 
 
 Finance income                         5             4               9 
 
                                      (1)             4               9 
===========================  ============  ============  ============== 
 

4. Taxation

 
                            6 months      6 months      Year ended 
                            ended 31      ended 31    30 September 
                          March 2011    March 2010            2010 
                             GBP'000       GBP'000         GBP'000 
 Continuing operations 
 
 Current tax                   (101)             -               - 
======================  ============  ============  ============== 
 
 

UK corporation tax has been calculated at 26% on the taxable profits of the Group in the relevant periods.

5. Earnings / (loss) per share

Weighted average number of shares in issue during period:-

 
                                    6 months    6 months 
                                       ended       ended      Year ended 
                                    31 March    31 March    30 September 
                                        2011        2010            2010 
                                        '000        '000            '000 
--------------------------------  ----------  ----------  -------------- 
 Number of shares in issue 
  at start of period                   2,906       2,906           2,906 
 
 Shares issued during period          10,081           -               - 
 
 Number of shares in issue 
  at end of period                    12,987       2,906           2,906 
--------------------------------  ----------  ----------  -------------- 
 
 
 Weighted average number of 
  shares in issue during period        8,334       2,906           2,906 
================================  ==========  ==========  ============== 
 

The earnings / (loss) per share figures are calculated by dividing the profit / (loss) for each period, by the weighted average number of shares in issue during each period, as follows:-

 
                                        6 months    6 months 
                                           ended       ended      Year ended 
                                        31 March    31 March    30 September 
                                            2010        2010            2010 
-------------------------  ---------  ----------  ----------  -------------- 
 
 Profit / (loss) for 
  the period                 GBP'000       1,042        (33)           (274) 
-------------------------  ---------  ----------  ----------  -------------- 
 
 Weighted average number 
  of ordinary shares 
  in issue during the 
  period                        '000       8,334       2,906           2,906 
-------------------------  ---------  ----------  ----------  -------------- 
 
 Basic earnings / (loss) 
  per share                  Pence        12.5 p      (1.1p)          (9.4p) 
-------------------------  ---------  ----------  ----------  -------------- 
 
 Diluted earnings / 
  (loss) per share           Pence         12.1p      (1.0p)          (8.7p) 
=========================  =========  ==========  ==========  ============== 
 

6. Dividends

No dividends were declared or paid by the Company in any of the periods covered by this half yearly financial report. On 9 June 2011, the Board declared an interim dividend of 1p per share, totalling GBP130,000 to shareholders on the register on 17 June 2011, which will be payable on 15 July 2011.

7. Acquisition of Manroy Systems Limited

7.1 Goodwill

 
                              31 March 2011   31 March   30 September 
                                                  2010           2010 
                                    GBP'000    GBP'000        GBP'000 
 Cost and net book value 
 At date of acquisition and           6,538          -              - 
  end of period 
===========================  ==============  =========  ============= 
 

Manroy Plc completed the acquisition of Manroy Systems Limited for GBP3,061,000 on 23 December 2010. Professional and other fees incurred on this acquisition are detailed in note 8.

Negative goodwill arose on this acquisition as follows:

 
 Cash paid in accordance with the terms 
  of acquisition agreement                    1,500 
 2,081,632 ordinary shares issued at 75p 
  per share                                   1,561 
-----------------------------------------  -------- 
 Cost of acquisition                          3,061 
 
 Net assets of Manroy Systems Limited 
  on acquisition (note 7.2)                 (4,412) 
 
 Negative goodwill credited to Income 
  Statement                                 (1,351) 
=========================================  ======== 
 

7.2 Net assets of Manroy Systems Limited at acquisition

 
                                                       December 
                                                           2010 
                                                        GBP'000 
----------------------------------------------------  --------- 
 Non-current assets 
 Goodwill                                                 6,538 
 Property, plant and equipment                              211 
                                                          6,749 
----------------------------------------------------  --------- 
 
 Current assets 
 Inventories                                              1,546 
 Trade and other receivables                              3,304 
 Cash and cash equivalents                                1,874 
----------------------------------------------------  --------- 
                                                          6,724 
----------------------------------------------------  --------- 
 TOTAL ASSETS                                            13,473 
----------------------------------------------------  --------- 
 
 Current liabilities 
 Bank loans                                               (700) 
 Finance leases                                            (41) 
 Derivative financial instruments                          (34) 
 Trade and other payables                               (4,135) 
----------------------------------------------------  --------- 
                                                        (4,910) 
----------------------------------------------------  --------- 
 
 Non-current liabilities 
 Bank loans                                               (922) 
 Finance leases                                            (36) 
 Other payables                                          (3185) 
 Deferred tax                                               (8) 
                                                        (4,151) 
 TOTAL LIABILITIES                                      (9,061) 
----------------------------------------------------  --------- 
 NET ASSETS                                               4,412 
====================================================  ========= 
 
 

7.3 Six month consolidated income statement

Manroy Plc completed the acquisition of Manroy Systems Limited on 23 December 2010. Accordingly, the results included in the Condensed Consolidated Income Statement of the Group for the six months ended 31 March 2011 incorporate the results of Manroy Systems Limited for the 3[1/4] months from 23 December 2010 to 31 March 2011. The consolidated results below reflect the results of Manroy Plc and Manroy Systems Limited for the full six month period ended 31 March 2011.

 
                                                          6 months 
                                                          ended 31 
                                                        March 2011 
                                                           GBP'000 
 
 Revenue                                                     6,099 
 Cost of sales                                             (3,993) 
 
 Gross profit                                                2,106 
 
 Costs on acquisition of Manroy Systems Limited              (348) 
 Negative goodwill on acquisition of Manroy Systems 
  Limited                                                    1,351 
 Administrative expenses                                   (1,228) 
----------------------------------------------------  ------------ 
 Results from operating activities                           1,881 
 
 Finance income                                                  5 
 Finance expense                                              (82) 
 
 Profit before taxation                                      1,804 
 
 Taxation                                                    (348) 
----------------------------------------------------  ------------ 
 
 Profit for the period                                       1,456 
====================================================  ============ 
 

The above statement demonstrates the results of the combined group as though the acquisition date for the business combination had been at the beginning of this financial reporting period.

7.4 Manroy Systems Limited Consolidated Income statement

Income statement from date of acquisition on 23 December 2010 to 31 March 2011.

 
                                      GBP'000 
 
 Revenue                                2,975 
 Cost of sales                        (1,931) 
 
 Gross profit                           1,044 
 
 Administrative expenses                (398) 
-----------------------------------  -------- 
                                          646 
 Results from operating activities 
 
 Finance income                             3 
 Finance expense                          (4) 
 
 Profit before taxation                   645 
 
 Taxation                               (101) 
-----------------------------------  -------- 
 
 Profit for the period                    544 
===================================  ======== 
 

7.5 Manroy Systems Limited Historical Consolidated Income statements

 
                                                                  Year ended 
                                         6 months      6 months           30 
                                         ended 31      ended 31    September 
                                       March 2011    March 2010         2010 
                                          GBP'000       GBP'000      GBP'000 
 
 Revenue                                    6,074         4,599       12,308 
 Cost of sales                            (3,993)       (2,804)      (8,245) 
 Gross profit                               2,081         1,795        4,063 
 
 Administrative expenses                    (695)         (701)        (959) 
-----------------------------------  ------------  ------------  ----------- 
 Results from operating activities          1,386         1,094        3,104 
 
 Net finance expense                         (79)         (157)        (300) 
 
 Profit before taxation                     1,307           937        2,804 
 
 Taxation                                   (348)         (271)        (786) 
-----------------------------------  ------------  ------------  ----------- 
 
 Profit for the period                        959           666        2,018 
===================================  ============  ============  =========== 
 

8. Costs of acquisition of Manroy Systems Limited

 
                                                                    Year ended 
                                           6 months      6 months           30 
                                           ended 31      ended 31    September 
                                         March 2011    March 2010         2010 
                                            GBP'000       GBP'000      GBP'000 
 
 Total costs incurred on acquisition 
  and issue of shares                         (795)                      (130) 
 Costs attributable to issue 
  of new shares charged to the 
  share premium account                         447 
-------------------------------------  ------------  ------------  ----------- 
 
 Costs of acquisition charged 
  to Income Statement                         (348)             -        (130) 
=====================================  ============  ============  =========== 
 

9. Property, plant and equipment

 
                             Leasehold    Plant and 
                          improvements    equipment   Motor vehicles     Total 
                               GBP'000      GBP'000          GBP'000   GBP'000 
 Cost 
 At 31 March 2010                    -            -                -         - 
 Additions at cost                   -            -                -         - 
----------------------  --------------  -----------  ---------------  -------- 
 At 30 September 2010                -            -                -         - 
 Acquisition of Manroy 
  Systems Limited                  123          751                3       877 
 Additions at cost                  51           33               18       102 
----------------------  --------------  -----------  ---------------  -------- 
 At 31 March 2011                  174          784               21       979 
----------------------  --------------  -----------  ---------------  -------- 
 Accumulated 
 depreciation 
 At 31 March 2010                    -            -                -         - 
 Charge for the period               -            -                -         - 
----------------------  --------------  -----------  ---------------  -------- 
 At 30 September 2010                -            -                -         - 
 Acquisition of Manroy 
  Systems Limited                 (70)        (593)              (2)     (665) 
 Charge for the period               -         (24)              (1)      (25) 
----------------------  --------------  -----------  ---------------  -------- 
 At 31 March 2011                 (70)        (617)              (3)     (690) 
----------------------  --------------  -----------  ---------------  -------- 
 Net book value at 31 
  March 2011                       104          167               18       289 
======================  ==============  ===========  ===============  ======== 
 Net book value at 30                -            -                -         - 
  September 2010 
======================  ==============  ===========  ===============  ======== 
 Net book value at 31                -            -                -         - 
  March 2010 
======================  ==============  ===========  ===============  ======== 
 

The group is undertaking a leasehold improvement project which became operational in April 2011. In accordance with the Group's accounting policies, depreciation commenced to be charged on completion of this project.

10. Trade and other receivables

 
                                   31 March   31 March   30 September 
                                       2011       2010           2010 
                                    GBP'000    GBP'000        GBP'000 
 
 Trade receivables                      721          -              - 
 Other receivables                      197          8              - 
 Prepayments and accrued income         235          -            480 
--------------------------------  ---------  ---------  ------------- 
                                      1,153          8            480 
================================  =========  =========  ============= 
 

The book values of trade and other receivables, and other loans receivable are considered to be equal to their fair value. No trade receivables were impaired or provided for in the period ended 31 March 2011.

The ageing of trade receivables was as follows:

 
                    31 March   31 March   30 September 
                        2011       2010           2010 
                     GBP'000    GBP'000        GBP'000 
 Up to 3 months          701          -              - 
 3 to 6 months            20          -              - 
-----------------  ---------  ---------  ------------- 
 At 31 March 2011        721          -              - 
=================  =========  =========  ============= 
 

11. Cash and cash equivalents

 
                             31 March   31 March   30 September 
                                 2011       2010           2010 
                              GBP'000    GBP'000        GBP'000 
 
 Cash at bank and in hand         354         21             60 
 Short term bank deposits       4,055      1,658          1,363 
--------------------------  ---------  ---------  ------------- 
                                4,409      1,679          1,423 
==========================  =========  =========  ============= 
 

12. Cash generated from operations

 
                                        6 Months      6 Months      Year ended 
                                        ended 31      ended 31    30 September 
                                      March 2011    March 2010            2010 
                                         GBP'000       GBP'000         GBP'000 
 
 Profit / (loss) for the period            1,042          (33)           (274) 
 
 Adjustments 
 Finance expenses                             23             -               - 
 Finance income                              (5)           (4)             (9) 
 Tax expense                                 101             -               - 
 Movement in fair value of 
 interest rate swaps                        (17)             -               - 
 Negative goodwill                       (1,351) 
 Depreciation of property, plant 
  and equipment                               25             -               - 
 Cash flows from operations before 
  changes in working capital               (182)          (37)           (283) 
----------------------------------  ------------  ------------  -------------- 
 
 Changes in working capital 
 Change in inventory                         387             -               - 
 Change in trade and other 
  receivables                              2,631           (6)               1 
 Change in trade and other 
  payables                                 (590)          (15)              99 
                                           2,428          (21)             100 
----------------------------------  ------------  ------------  -------------- 
 Cash inflow / (outflow) generated 
  from operations                          2,246          (58)           (183) 
==================================  ============  ============  ============== 
 

13. Trade and other payables

 
                                  31 March   31 March   30 September 
                                      2011       2010           2010 
                                   GBP'000    GBP'000        GBP'000 
 Trade payables                      (793)          -              - 
 Corporation tax                     (283)          -              - 
 Other tax and social security       (491)          -              - 
 Other creditors                       (2)       (63)            (2) 
 Accruals and deferred income        (793)          -          (417) 
-------------------------------  ---------  ---------  ------------- 
                                   (2,362)       (63)          (419) 
===============================  =========  =========  ============= 
 

14. Bank loans

 
                                  31 March   31 March   30 September 
                                      2011       2010           2010 
                                   GBP'000    GBP'000        GBP'000 
 Current 
 Secured                             (700)          -              - 
                                     (700)          -              - 
 Non-current 
 Repayable in two to five years      (755)          -              - 
  (Secured) 
                                   (1,455)          -              - 
===============================  =========  =========  ============= 
 

15. Share capital

 
                                         Number of shares   GBP'000 
 
 Issued and fully paid at 1 October 
  2010                                          2,905,606     2,179 
 Capital reconstruction December 2010                   -   (2,034) 
 Issue of ordinary shares 22 and 23 
  December 2010                                10,081,632       504 
 At 31 March 2011                              12,987,238       649 
======================================  =================  ======== 
 

In accordance with the proposals set out in the Company's AIM Admission Document each Ordinary Share in issue on 20 December 2010 was sub-divided into one ordinary share of 5 pence and one deferred share of 70 pence. This change in nominal value of the Company's Ordinary Shares had no effect on the net asset value or financial interest of shareholders in the Company, nor on the number of shares held by them. The Deferred Shares were purchased by the Company and cancelled on 30 December 2010 in accordance with the approval granted by Shareholders at the General Meeting held on 20 December 2010 and a capital redemption reserve of the same amount of GBP2,034,000 was created.

16. Related party transactions

The Group had the following transactions and balances outstanding at 31 March 2011 with AEI Land Systems Limited, a company in which G. P. Bottomley is a director and a 50% shareholder:

 
 Revenue             GBP25,000 
 Trade receivables   GBP12,000 
 

On 1 April 2011, the Company acquired the business and assets of AEI Land Systems Limited for GBP250,000, payable in cash, together with an earn-out at the lower of 7 per cent. of AEI related turnover and 50 per cent. of profit after tax generated from the acquired assets of the AEI business. The earn-out is only payable for two years from the date of acquisition and will be funded from the profits of the AEI business acquired.

17. Financial statements and half-yearly financial report

The financial information set out in this half-yearly financial report in relation to Manroy Plc includes information for the six months ended 31 March 2011, with comparative information for the six months ended 31 March 2010 and the year ended 30 September 2010. The financial information contained within this half-yearly financial report is unaudited and has not been reviewed by the Company's auditors. Statutory financial statements for the year ended 30 September 2010 for the companies forming the Manroy Plc group have been delivered to the Registrar of Companies. The auditors have reported on those financial statements; their reports were unqualified and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.

An electronic copy of this half-yearly financial report is available on the Company's website at http://www.manroyplc.com. The audited financial statements for the year ended 30 September 2010, further copies of this half-yearly financial report and the half-yearly financial report for the six months ended 31 March 2010, are available from the Finance Director at the registered office of the Company, 6 Lakeside Business Park, Swan Lane, Sandhurst, Berkshire GU47 9DN.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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