TIDMMAN

RNS Number : 5329V

Manroy PLC

15 January 2013

Manroy Plc

Preliminary announcement of audited results for the year ended 30 September 2012 and notice of Annual General Meeting

Manroy Plc ("Manroy" or the "Group") (AIM: MAN), the AIM quoted leading UK defence contractor, announces its audited results for the year ended 30 September 2012

Financial Results

   --      Results for the year reflect delay in one major contract 
   --      Revenue of GBP7.4 million (2011: GBP7.9 million) 

-- Loss of GBP0.9 million attributable to Manroy USA ("MUSA") during period of start-up and relocation

   --      Post-tax loss of GBP1.5 million (2011: post-tax profit  GBP2.0 million) 
   --      Diluted loss per share of 8.0p compared with earnings per share of 17.5p 
   --      Placing of new shares to raise GBP0.5 million before expenses 
   --      Normalised profit of GBP0.1m after non-recurring costs and amortisation of intangibles 

Operational Highlights

Manroy

   --      Expansion of product range and increased orders into export market 
   --      First export orders secured for GPMG 

MUSA

   --      Moved two locations into one with expected cost savings in 2013 
   --      HUBZone status obtained providing considerable pricing advantage 

-- US Department of Defence ("US DoD") contracts worth $10.4 million (GBP6.6 million) successfully novated to MUSA

Post-period end

   --      Manroy UK order book stands at GBP9.0 million 
   --      MUSA order book healthy at US$13.2 million (GBP8 million) 

-- MUSA continues to finalise remaining requirements of First Article Acceptance ("FAA") testing approval process from US DoD for continued manufacture and delivery during second half of current financial year

In addition, the Board also gives notice that its AGM will be held at the offices of Allenby Capital, Claridge House, 32 Davies Street, London W1K 4ND at 11:00am on 27 February 2013.

The Accounts and notice of AGM are currently being sent to shareholders and will shortly be available for download from the Company's website, www.manroy.com, in accordance with AIM Rule 20.

Andrew Blurton, Chairman of Manroy, commented: "With order books at record levels, we are targeting new export markets in 2013 and are currently negotiating on large contracts. 2012 was affected by delayed contracts but the Group is in a position to fulfil those orders and I view the future with optimism."

For further information please contact:

   Manroy Plc                                                           Tel: 01252 874 177 

Glyn Bottomley, Chief Executive

Paul Carter, Finance Director

   Allenby Capital                                                    Tel: 020 3328 5656 

Mark Connelly

Alex Price

   Bankside Consultants                                         Tel: 020 7367 8888 

Richard Pearson

Simon Rothschild / Harry Gourlay

Chairman's statement

During the year ended 30 September 2012, Manroy was awarded new contracts in the United Kingdom and United States resulting in order books now being at record levels for the Group. We also made considerable progress in breaking into new export markets.

The Group has been focused on expanding its product range and sales into the export market, particularly into the United States which has the world's largest defence budget. At the same time, Manroy has also been targeting the defence departments of a growing number of Asian countries and Australia.

Much was achieved during the year including being awarded contracts from new customers; relocating operations from two locations in the United States into a third new location and reducing the Group's previous reliance for a large proportion of revenue from the UK Ministry of Defence ("MoD"). However, the year was a frustrating one as a result of delays in receiving certain contracts and an excessively long period to achieve the successful novation of MUSA's US DoD contracts.

Results

In the year ended 30 September 2012, Manroy generated revenues of GBP7.4 million compared with GBP7.9 million in the year ended 30 September 2011. This figure was affected by the delays in contracts being awarded during the year and the lengthy wait for the US DoD novations referred to above. As a result there was a loss after tax of GBP1.5 million compared with a profit after tax in the previous year of GBP2.0 million. The fully diluted loss was 8.0p per share compared with earnings per share of 17.5p in 2011. GBP0.9 million of the loss related to MUSA, whilst the trading business of Manroy in the UK made a profit after tax of GBP1.1 million. In light of the loss made during the year, the Directors do not recommend the payment of a dividend in respect of the year under review.

On 13 September 2012, the Company announced a placing of new shares to raise GBP0.5 million from existing and new shareholders (including Directors). This placing enabled the Company to make sufficient funds available to MUSA to support the remaining requirements of the FAA testing approval process which remains on-going.

In February 2012, the Group signed a contract with the MoD for the supply of blank firing systems, tow bars and tripods. This has progressed well and also the supply of blank ammunition to the MoD continues. These types of contracts provide a steady and recurring level of revenue for the Group which assist in smoothing the sometime uneven nature of other parts of the Group's revenues.

MUSA

Whilst the novation of contracts to MUSA took considerably longer than originally expected, the process was eventually completed in April 2012. The level of the start-up losses at MUSA should be seen in the context that its order book is now at an extremely healthy US$13.2 million (GBP8 million). We are pleased with the current order book and now have the necessary licences in order to market MUSA products through the UK Group.

The US defence market is worth some US$553 billion annually and accordingly much management effort has been devoted to MUSA over the last twelve months together with significant investment.

MUSA continues to make progress in the FAA testing and approvals process on the novated contracts. Whilst this has taken a long time, initial approvals have begun to come through with the remaining key FAA approvals expected within this first half of our 2013 financial year. In August 2012 we announced the importance of MUSA being granted with the Historically Underutilised Business Zone ("HUBZone") status. This is extremely important as it gives MUSA a significant tendering advantage over non-HUBZone companies in winning future contracts from the US DoD.

Employees

I would like to take this opportunity to thank all staff across the Group for their contribution during a difficult year. We continue to improve upon the team in place to take the business forwards and this puts the Group in a strong position as we expand its sphere of operations.

Conclusion

Whilst the 2012 financial year was a frustrating one, the Group has entered the new financial year with a record order book and a high level of enquiries from potential customers not previously supplied by the Group. The Board therefore looks forward to the current year with optimism.

Andrew Blurton

Chairman

Chief Executive's operating review

Introduction

Our objectives for the year were to expand our product portfolio, to increase our export business and to reduce our reliance on contracts with the UK MoD, although it remains a highly valued customer of 27 years standing. I am pleased to report that considerable progress has been made on all three fronts.

The timing of one export order for HMGs affected the results for the year but, as announced in December 2012, we remain confident that this order will eventually be obtained. Much time and effort has been spent achieving preferred supplier status with this customer and we believe this will become a long term relationship.

Further significant highlights in the year were the relocation of MUSA's two operations to an expanded 105,000 sq. ft. property in Spindale, North Carolina and the novation of $10.4m (GBP6.6m) of contracts from the US DoD to MUSA.

Review of Operations

The acquisitions of the business and assets of AEI and the 49% stake in MUSA have had a significant and positive impact on the Group during the year. AEI's acquisition has been a good strategic move and has brought new revenue streams and expertise into the Group. The business is a UK-based designer and producer of weapon support systems, including turrets, gun mounts, bespoke tow bars and systems for armoured vehicles, and accounted for 31% of the Group's revenue during the year. Encouraged by this we are looking to increase AEI's product range.

Developing an export business takes time and patience but ultimately it can be very financially rewarding. The Board commenced work on developing Manroy's export business in 2010 and believe the rewards of this effort will continue through 2013. This is further supported in that 17 new customers were secured in the year.

The investment in general purpose machine gun ("GPMG") production in 2012 has resulted in some 300 now on order with several enquiries in excess of 1,000 also being received. In 2013, we will be able to produce the GPMG alongside the HMG.

We are currently investing in a new low profile turret system for potential orders in 2014/15. We are also continuing to actively bid into new business areas tendered by the UK MoD.

In the financial year ended 30 September 2012, the Group won GBP16.6m in orders, comprising GBP10 million of new orders (GBP8 million in the UK and GBP2 million in the US) and GBP6.6 million of previously unfulfilled contracts successfully novated by the US DoD to MUSA.

MUSA

The US defence market is worth some US$553 billion annually and accordingly much management effort has been devoted to MUSA over the last twelve months together with significant investment. The novation of US$10.4 million (GBP6.6 million) contracts took far longer than had been expected but was successfully concluded in April 2012. The order book has since grown by a further GBP2.0 million as a result of orders for spares and commercial inventory.

MUSA's operations were moved from two locations following the acquisition of Sabre's business to a larger and greatly enhanced manufacturing facility in Spindale, North Carolina and this site is now a fully approved US DoD weapons facility.

MUSA continues to make progress in the FAA testing and approvals process on the novated contracts. Whilst this has taken a long time, initial approvals have begun to come through. Most recently we have received approvals for deliveries of M16s with a value of $0.5m (GBP0.3m), providing confidence that, although this is a longer process than anticipated, we are achieving the desired results. These products had been previously built by Sabre, whose business had been acquired by MUSA in 2011. To accept delivery MUSA and the US DoD agreed a test plan and acceptance procedure that was completed in December 2012. While this was not a full FAA procedure for production of M16s it was an encouraging sign that the US DoD is working with MUSA to complete the delivery process and FAA with these contracts.

In August 2012 we announced that MUSA had been granted HUBZone status. This is extremely important as it gives MUSA a significant tendering advantage over non-HUBZone companies in winning future contracts from the US DoD. The value of this status in the US should not be underestimated.

Outlook

I believe we are set for an exciting 2013 with a strong order book, a strong order pipeline, the value of export business increasing, the Group bidding for new MoD work and MUSA commencing production of the major part of its order book. I am therefore confident that the Group will at least match market expectations of revenues for the year ending 30 September 2013.

Glyn Bottomley

Chief Executive

Financial review

Introduction

The Chairman's statement and Chief Executive's operating review provide information on the Group's principal operations and the Board's expectations for the future. This financial review covers in greater depth the more significant features of the financial statements for the year ended 30 September 2012.

Objectives

The strategy of the Company, led by the activities of the Board, is to increase the Company's earnings per share on an annual basis by increasing profits through expansion of the Group's customer and product base, organic growth and by corporate acquisitions.

At the time of announcement of our 2011 annual results in February 2012, we commented that several large orders had been unavoidably delayed and were expected to be received during the second half of this financial year. One of those, the novation of US$10.4m (GBP6.6m) US DoD orders to MUSA was successfully secured and announced in April 2012. This also required FAA, a process that has been very lengthy but is now permitting manufacture and delivery of these items during the second half of the current financial year.

The Group also provided a trading update in September 2012 including details of a fundraising for the US operation and explaining that an GBP8.0m export order from an existing customer, a large part of which was forecasted to be fulfilled during the current financial year had not, at that point, been confirmed.

In December 2012, a further announcement was made confirming that negotiations were at an advanced stage in respect of significant orders, in addition to those previously announced, and the achievement of market expectations for the financial year ending 30 September 2013 was not reliant on the Company securing the GBP8.0m export order referred to in the Company's announcement in September 2012. The Board also remains confident that this order will be secured during 2013.

Key performance indicators monitored by the Board

The Board uses a number of key performance indicators ('KPIs') to monitor Group performance against budgets and forecasts as well as to measure progress against the Board's strategic objectives. These are summarised below.

 
 KPI                                Purpose of KPI                  2012     *2011 
----------------------  --------------------------------------  --------  -------- 
                                                                 GBP'000   GBP'000 
----------------------  --------------------------------------  --------  -------- 
                         A principal earnings driver for 
 Revenue                  the Group.                               7,392     7,970 
----------------------  --------------------------------------  --------  -------- 
                         To measure the growth in expanding 
 Revenue outside          our revenue over and above existing 
  the UK                  UK activity.                             1,930     3,313 
----------------------  --------------------------------------  --------  -------- 
 Orders held by          Measure of order generation for 
  UK Group                the UK Group                             9,628     7,539 
----------------------  --------------------------------------  --------  -------- 
                         EBITDA affects cash availability 
 EBITDA                   and profitability.                         175       800 
----------------------  --------------------------------------  --------  -------- 
                         Cash generated and invested is 
 Cash (used/invested)     an important indicator of the 
  / generation            Group's financial strength               (561)     (576) 
----------------------  --------------------------------------  --------  -------- 
                                                                       %         % 
----------------------  --------------------------------------  --------  -------- 
                         To ensure that revenue growth 
 Gross profit             generates increases in bottom 
  margin                  line profits.                               33        37 
----------------------  --------------------------------------  --------  -------- 
                         To maintain and where possible 
 Net profit (after        improve profits available for 
  tax) margin             shareholders.                              -19        26 
----------------------  --------------------------------------  --------  -------- 
 

*Comparative numbers in KPI analysis

For the year ended September 2011 the Group comprised consolidated results for nine months following the acquisition of Manroy Systems in December 2010. In addition, the Group's interest in MUSA was acquired in August 2011. Therefore the results for the year ended 30 September 2012 are the first full year in which the results of these two acquisitions are included in the Group's results.

Revenue and market share

For the year ended 30 September 2012 the Group generated revenue of GBP7.4 million (GBP7.9 million: 9 months ended 30 September 2011). The Board's strategy is to increase the Group's market share in the export market through an enlarged customer and product base.

A straight comparison of the two financial year's results does not provide a full explanation of our current progress. Introducing new products into an existing market will always be a challenging concept. Recently, the Group has been developing and introducing new products to our customers, the GPMG, HMG blank ammunition and AEI products following its acquisition in April 2011. The impact of these on our results in 2012 and for future years is summarised below.

   --      GPMG 

The GPMG is a more widely used product purchased in much larger volumes than our existing HMG, although the current HMG market supplied by the Group provides an excellent route to market for GPMG sales. In the year ended 30 September 2102, the Group recognised modest revenue of GBP0.2m (2011: GBPnil) for our new GPMG product. However, orders totalling GBP2.5m were received during 2012 for this new product of which GBP2.4m will be delivered in 2013. While revenue recognised by the Group during the year was less than anticipated as a result of the timing of orders received, it has been successful in increasing income opportunities from this product and the Board expects this to grow during 2013.

   --      HMG blank ammunition 

In the year ended 30 September 2012, the Group recognised revenue of GBP1.2m (2011: GBPnil) for our new ammunition product, representing the first part of the GBP4.1m contract announced in May 2011. The blank ammunition has now been fully qualified by the UK MoD making it an attractive product for the export market. A further GBP1.0m of the MoD contract will be delivered in 2013 and this has the potential to increase further following increased sales of blank firing systems to the customer.

   --      AEI income 

During the year, AEI derived income contributed GBP2.3m towards Group revenue. The majority of this was driven from our lightweight towing system which has been an excellent product sold mainly to the UK MoD and is now gaining traction in the export market.

Whilst these new products help to grow our revenue, the challenges posed to the Group in increasing export revenue, combined with the complexity of managing export regulations, continue to prove frustrating. Added to this were delays in tender processes and cultural factors across a number of the Group's export market regions. The political unrest across Asia and North Africa and the global economic climate continued to affect revenue generation throughout the year, reducing revenue from the level achieved in 2011.

Regulation of licences for the export of weapons is a complicated and controlling item in the delivery of revenue. This is actively managed by the Executive Directors to ensure that the financial effect of the changing requirements, regulations and timeframes are minimised where they are within the Group's control. An example of this was the GBP4.1m contract win announced in July 2012 for an existing customer, although full license approval was only granted at the end of October 2012 and therefore after our 30 September 2012 year end. Nevertheless, the fact that licences have now been awarded underpin the delivery and revenue generation from this contract during the current financial year.

Manroy continued to be successful in major competitive export tenders handled during the year ended 30 September 2012, winning GBP8.0m in orders of which GBP5.7 million were export orders. While certain areas have been affected by unrest and economic austerity, new regions continue to be developed as part of the Board's on-going plan to increase revenue generation for the Group.

Although revenue was below expectations, 2012 has been a good foundation for the future.

Analysis of revenue generation during 2012

 
 Region                     2012     %     *2011     % 
                         GBP'000         GBP'000 
 United Kingdom            5,002    72     4,368    57 
 Europe                    1,726    25     1,405    18 
 North America               136     2        43     1 
 South America                49     1         -     - 
 Asia and Australasia         19           1,865    24 
----------------------  --------  ----  --------  ---- 
 Total trade sales         6,932   100     7,681   100 
 Royalties                   460             289 
----------------------  --------  ----  --------  ---- 
 Total revenue             7,392           7,970 
======================  ========  ====  ========  ==== 
 

*9 months to 30 September 2011

Manroy has maintained a good presence in the UK market, specifically with the UK MoD. Over the last five years, Manroy has increased revenue activities in expanding its export market. Despite revenue in 2012 being below the Board's original expectations as communicated in the Company's trading updates in April and September 2012, we are still confident this strategy will deliver our growth expectations in the future and remain confident that Manroy will match market expectations of revenues for the year ending 30 September 2013.

EBITDA

EBITDA remained positive for the year, although down from the previous financial year, reflecting order delays and full year costs of new product opportunities in the period with expected revenues occurring in 2013 as referred to above.

Gross profit margin

Gross profit margins were 33% in the year (2011: 37%). This movement was largely attributable to the change in the make-up of the Group's revenues, although this margin is still healthy. Tight control is kept over costs and pricing methodology and the Board is constantly seeking ways to improve efficiency of the Group's operations in order to improve gross margins.

Net profit (after tax) margin

The net profit margin was a negative 19% in the year. MUSA contributed heavily to this incurring one-off costs in relation to its protracted start-up including obtaining FAA and moving two sites to one with resultant cost savings for the future. MUSA now has a healthy order book standing at US$13.2 million (GBP8.0 million).

Normalised profit after non-recurring costs and amortisation of intangible assets

 
                                                          2012      *2011 
                                                       GBP'000    GBP'000 
 Trade revenues                                          6,932      7,681 
 Royalties and other income                                460        289 
---------------------------------------------------  ---------  --------- 
 Total revenue                                           7,392      7,970 
---------------------------------------------------  ---------  --------- 
 
 Gross margin                                            2,440      2,971 
                                                           33%        37% 
 
 (Loss) / profit after tax                             (1,497)      2,049 
 
 Adjustments to determine normalised UK earnings 
 Negative goodwill on acquisitions                           -    (2,460) 
 Amortisation of UK intangible assets                    1,059        794 
 Amortisation of US Intangible assets                      157         26 
 Corporate acquisition costs                                 -      1,097 
 Exchange movements in the year                            140       (60) 
 Non-recurring costs associated with US relocation         280          - 
---------------------------------------------------  ---------  --------- 
 Normalised profit                                         139      1,446 
===================================================  =========  ========= 
 *9 months ended 30 September 2011 
 Adjusted diluted earnings per share                      0.7p      12.3p 
 

After taking account of non-recurring costs and amortisation of intangible assets, Manroy achieved a normalised profit after tax of GBP139,000 (2011: GBP1.4 million profit).

For the year ended 30 September 2012 Manroy Systems contributed GBP1.1 million in profit after tax (2011: GBP2.1m). This demonstrates that the underlying trading of the Group (ie from Manroy Systems and its subsidiary) remains a profitable foundation for the Group.

Trading performance of MUSA

 
                                                         Year to   Period August 
                                                       September    to September 
                                                            2012            2011 
                                                         GBP'000         GBP'000 
 Revenue                                                   1,375             323 
 Cost of operations                                      (1,028)           (180) 
 Gross profit                                                347             143 
 
 Administrative expenses                                   (881)           (221) 
 Depreciation                                              (327)           (102) 
 Amortisation of intangibles                               (321)            (53) 
 Non-recurring relocation costs                            (572)               - 
 
 Results from operating activities                       (1,754)           (233) 
 
 Net finance expense                                       (128)             (2) 
 
 Loss before taxation                                    (1,882)           (235) 
 
 Taxation                                                      -               - 
---------------------------------------------------  -----------  -------------- 
 Loss after taxation for the period                      (1,882)           (235) 
===================================================  ===========  ============== 
 
 Loss of Associate Company recognised in Statement 
  of Comprehensive Income - 49% Group share                (922)           (115) 
===================================================  ===========  ============== 
 

In April 2012 MUSA was awarded the long anticipated US DoD contracts that were novated from Sabre Defence Industries LLC. As explained above, MUSA is working through the FAA process of these contracts and this is progressing.

Adding to the complexities of MUSA has been the on-going relocation from Alabama and Nashville to Spindale, NC. The Group completed the sale of our share in the Alabama property in March 2011, re-investing the proceeds of the sale directly into MUSA. The Nashville lease terminated in December 2012, completing this transition period for MUSA.

(Loss) / earnings per share

The (loss) / earnings per share figures have been calculated as follows:-

Basic earnings per share

 
                                                          Year ended      Year ended 
                                                        30 September    30 September 
                                                                2012            2011 
 
 (Loss) / profit per Consolidated Income 
  Statement                                  GBP'000         (1,497)           2,049 
 Weighted average number of shares in 
  issue during the year                         '000          18,222          11,389 
 (Loss) / profit per share                     Pence           (8.2)            18.0 
-----------------------------------------  ---------  --------------  -------------- 
 
 
 Diluted earnings per share                               Year ended      Year ended 
                                                        30 September    30 September 
                                                                2012            2011 
 (Loss) / profit per Consolidated Income 
  Statement                                  GBP'000         (1,497)           2,049 
 Diluted weighted average number of 
  shares in issue during year                   '000          18,762          11,711 
 Diluted (loss) / earnings per share           Pence           (8.0)            17.5 
-----------------------------------------  ---------  --------------  -------------- 
 

The results of MUSA contributed to 5p (63%) of the 8.0p diluted loss per share shown above. In September 2012 the Group issued shares to enhance funding for MUSA to accelerate the FAA process.

Dividends

The Company paid a final dividend of 1p per share in respect of the year ended 30 September 2011 on 11 April 2012. The Directors do not recommend the payment of a dividend in respect of the financial year ended 30 September 2012.

Trade and other receivables

 
                                       2012       2011 
                                    GBP'000    GBP'000 
 Trade receivables                    2,182      3,441 
 Loan to MUSA                         1,327        816 
 Corporation tax debtor                  56          - 
 Other receivables                      200        204 
 Prepayments and accrued income         494        672 
                                      4,259      5,133 
================================  =========  ========= 
 

No provisions for doubtful debts have been required during the current or previous year. Prepayments include pre contract costs, performance bonds and deposits for long term stock provision agreements totalling GBP310,000 (2011: GBP307,000.).

Loans to MUSA increased by GBP0.5m during the year ended 30 September 2012. This was funded from re-investing the proceeds from the sale of the Alabama property sold in March 2012 and an issue of shares announced in September 2012.

Cash flow

The consolidated statement of cashflow shows the funds generated by the Group, those raised from external sources, the investments made and the effect thereof on the Group's cash and cash equivalents. This is summarised as follows:-

 
                                                      2012      2011 
                                                   GBP'000   GBP'000 
 Net cash from operating activities                     42   (1,191) 
 Net cash used in investing activities               (368)   (2,679) 
 Net cash (used in) / from financing activities      (235)     3,294 
------------------------------------------------  --------  -------- 
 Net (decrease) in cash and cash equivalents         (561)     (576) 
 
 Opening cash and cash equivalents                     847     1,423 
------------------------------------------------  --------  -------- 
 Closing cash and cash equivalents                     286       847 
------------------------------------------------  --------  -------- 
 

During the year cash reduced from GBP847,000 to GBP286,000, a material element of which was the investment of GBP357,000 into development of the Group's new GPMG product.

Bank loan repayments of GBP0.5 million were made against the current loan facility, reducing debt from GBP1.4m to GBP0.9m at the end of September 2012.

Share capital

On 19 September 2012, the Company issued 850,000 shares at 57 pence per share in line with the share authorities approved by shareholders in April 2012. This issue enabled the Group to provide MUSA with sufficient funds to allow it to support MUSA in its requirements of the FAA approval process.

Review of available bank, finance facilities and cash

 
 Current               2012       2011 
                    GBP'000    GBP'000 
 Bank loans           (700)      (700) 
 Finance leases        (23)       (24) 
                      (723)      (724) 
================  =========  ========= 
 
 
 Non - current         2012       2011 
                    GBP'000    GBP'000 
 Bank loans           (180)      (699) 
 Finance leases        (26)       (18) 
                      (206)      (717) 
----------------  ---------  --------- 
 
 Cash                   286        847 
 
 Net debt             (643)      (594) 
================  =========  ========= 
 

The bank loan requires that gross borrowings do not exceed 60% of the Group's net tangible assets and that the ratio between cash flow and debt service for the Group's wholly owned subsidiary Manroy Engineering does not fall below 1.75 to 1. Net gearing at 30 September 2012 amounted to 13% (2011: 19%). The Group also has a GBP0.5 million overdraft facility which is available for use when required.

While the UK Group benefits from a low gearing ratio, MUSA is currently highly geared with current debt standing at GBP1.2m (GBP0.6m current debt), for non-shareholder related debt.

Summary

2012 has been a challenging year for the Group but it nevertheless has been an important year that provides the Group with strong foundations for future growth.

The Group has secured export orders for new products and new customers and MUSA finally novated the US$10.6m in US DoD contracts in April 2012. The Group currently holds orders for the UK of GBP9.0 million and a MUSA order book of US$13.2m (GBP8.0m). In December 2012, MUSA delivered the first batch of completed M16's to the US DoD.

This strong position gives the Board confidence that Manroy will at least match market expectations of revenues for the year ending 30 September 2013.

Paul Carter

Finance Director

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 September 2012

 
 
                                              Notes       Year ended       Year ended 
                                                        30 September     30 September 
                                                                2012             2011 
                                                             GBP'000          GBP'000 
 
 Revenue 
 Trade revenues                                2               6,932            7,681 
 Royalties and other income                                      460              289 
-----------------------------------------  --------  ---------------  --------------- 
 Total revenue                                                 7,392            7,970 
 
 Cost of operations                                          (4,952)          (4,999) 
 
 Gross profit                                                  2,440            2,971 
 
 Administrative expenses                                     (2,488)          (1,188) 
 Corporate acquisition costs                                       -          (1,097) 
 Negative goodwill                                                 -            2,460 
 Amortisation of intangible assets                           (1,059)            (794) 
 
 Results from operating activities                           (1,107)            2,352 
 
 Finance income                                                    2               15 
 Finance expenses                                               (51)             (65) 
 Movement in fair value of interest 
  rate swaps                                                       -               34 
 
 (Loss) / profit before share of results 
  from Associated Company                                    (1,156)            2,336 
 
 Share of results of Associated Company       6.1              (922)            (115) 
 
 (Loss) / profit before tax                                  (2,078)            2,221 
 
 Tax                                           3                 581            (172) 
 
 (Loss) / profit after tax                                   (1,497)            2,049 
 
 Exchange movement on translation of 
  investment in Associated Company                              (49)              158 
-----------------------------------------  --------  ---------------  --------------- 
 Total comprehensive (loss) / income 
  for the period                                             (1,546)            2,207 
=========================================  ========  ===============  =============== 
 

Earnings per share

 
 Basic      5   (8.2p)   18.0p 
 Diluted    5   (8.0p)   17.5p 
=========      =======  ====== 
 

The Group has elected to combine its consolidated income statement and consolidated statement of comprehensive income into the above consolidated statement of comprehensive income as permitted under IAS1.

 
 CONSOLIDATED STATEMENT OF FINANCIAL            30 September   30 September 
  POSITION                                              2012           2011 
  REGISTERED NUMBER: 2451413            Notes 
                                                     GBP'000        GBP'000 
-------------------------------------  ------  -------------  ------------- 
 Non-current assets 
 Goodwill                                                303            303 
 Intangible assets                                     7,797          8,499 
 Property, plant and equipment                           374            401 
 Interest in Associated Company          6.2           3,580          4,630 
-------------------------------------  ------  -------------  ------------- 
                                                      12,054         13,833 
-------------------------------------  ------  -------------  ------------- 
 
 Current assets 
 Inventories                                           3,102          2,097 
 Trade and other receivables                           4,203          5,133 
 Corporation tax debtor                   3               56              - 
 Asset held for sale                                       -            144 
 Cash and cash equivalents                               286            847 
-------------------------------------  ------  -------------  ------------- 
                                                       7,647          8,221 
------------------------------------- 
 Total assets                                         19,701         22,054 
-------------------------------------  ------  -------------  ------------- 
 
 Current liabilities 
 Borrowings                                            (700)          (700) 
 Obligations under finance leases                       (23)           (24) 
 Current tax liability                    3             (26)          (172) 
 Trade and other payables                            (2,567)        (2,541) 
                                                     (3,316)        (3,437) 
-------------------------------------  ------  -------------  ------------- 
 
 Non-current liabilities 
 Borrowings                                            (180)          (699) 
 Obligations under finance leases                       (26)           (18) 
 Deferred tax                             7          (1,777)        (2,283) 
-------------------------------------  ------  -------------  ------------- 
                                                     (1,983)        (3,000) 
-------------------------------------  ------  -------------  ------------- 
 Total liabilities                                   (5,299)        (6,437) 
-------------------------------------  ------  -------------  ------------- 
 Net assets                                           14,402         15,617 
=====================================  ======  =============  ============= 
 
 Equity 
 Share capital                            8              952            910 
 Share premium account                                   704            295 
 Other reserves                                        1,572          1,674 
 Retained earnings                                    11,174         12,738 
 Total equity                                         14,402         15,617 
=====================================  ======  =============  ============= 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 September 2012

 
                                       Share     Share      Capital    Merger   Special   Exchange   Retained    Total 
                                     capital   premium   redemption   reserve   reserve   movement   earnings   equity 
                                     account   account      reserve                        reserve 
                                     GBP'000   GBP'000      GBP'000   GBP'000   GBP'000    GBP'000    GBP'000  GBP'000 
----------------------------------  --------  --------  -----------  --------  --------  ---------  ---------  ------- 
 
  At 30 September 2010                 2,179       331            -         -         -          -    (1,026)    1,484 
 
    Capital reorganisation           (2,034)         -        2,034         -         -                     -        - 
  New shares issued in the year          765    10,434            -     1,457         -          -          -   12,656 
  Share issue costs                        -     (600)            -         -         -          -          -    (600) 
  Cancellation of share premium 
   account and capital redemption 
   reserve                                 -   (9,870)      (2,034)         -        59          -     11,845        - 
  Exchange movement on translation 
   of foreign operations                   -         -                      -                  158          -      158 
 
    Profit after tax for the year 
    ended 30 September 2011                -         -            -         -         -          -      2,049    2,049 
  Dividends paid in the year (note 
   4)                                      -         -            -         -         -          -      (130)    (130) 
----------------------------------  --------  --------  -----------  --------  --------  ---------  ---------  ------- 
  At 30 September 2011                   910       295            -     1,457        59        158     12,738   15,617 
 
  New shares issued in the year           42       442            -         -         -          -          -      484 
  Share issue costs                        -      (33)            -         -         -          -          -     (33) 
  Exchange movement on translation 
   of foreign operations                   -         -            -         -         -       (49)          -     (49) 
  Movement on special reserve 
   account                                 -         -            -         -      (53)          -         53        - 
  Share option charge movements in 
   reserves                                -         -            -         -         -          -         15       15 
  Loss for the year ended 30 
   September 2012                          -         -            -         -         -          -    (1,497)  (1,497) 
  Dividends paid in the year (note 
   4)                                      -         -            -         -         -          -      (135)    (135) 
==================================  ========  ========  ===========  ========  ========  =========  =========  ======= 
  At 30 September 2012                   952       704            -    1,457*        6*       109*     11,174   14,402 
==================================  ========  ========  ===========  ========  ========  =========  =========  ======= 
 

* = Disclosed as Other reserves totalling GBP1,572,000 (2011: GBP1,674,000) in the consolidated statement of financial position at 30 September 2012

CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended 30 September 2012

 
                                                        Year ended      Year ended 
                                                      30 September    30 September 
                                                              2012            2011 
                                              Note         GBP'000         GBP'000 
------------------------------------------  ------  --------------  -------------- 
 
 (Loss) / profit for the year                              (1,497)           2,049 
 
 Adjustments: 
 Finance expense                                                51              65 
 Finance income                                                (2)            (15) 
 Tax (income) / expense                                      (581)             172 
 Negative goodwill                                               -         (2,460) 
 Amortisation of intangible assets                           1,059             794 
 Share of results of Associated 
  Company                                                      922             115 
 Exchange movements on consolidation                            79             (2) 
 Movement on share option charges                               15               - 
 Movement in fair value of interest 
  rate swaps                                                     -            (34) 
 Loss on sale on asset held for                                 32               - 
  re-sale 
 Losses on disposal of assets                                    6               - 
 Depreciation of property, plant 
  and equipment                                                184             113 
--------------------------------------------------  --------------  -------------- 
 Cash flows from operations before 
  changes in 
  working capital                                              268             797 
 (Increase) in inventory                                   (1,005)           (441) 
 Decrease / (increase) in trade 
  and other receivables                                        930           (411) 
 Increase / (decrease) in trade 
  and other payables                                            26           (750) 
--------------------------------------------------  --------------  -------------- 
 Cash generated from/(used in) operations                      219           (805) 
 
 Interest received                                               2              15 
 Interest paid                                                (51)            (65) 
 Tax paid                                                    (128)           (336) 
--------------------------------------------------  --------------  -------------- 
 Net cash generated / (used) in 
  operating activities                                          42         (1,191) 
--------------------------------------------------  --------------  -------------- 
 
 Cashflows from investing activities 
 Investment in product development                           (357)           (190) 
 Acquisition of Manroy Systems Limited                           -         (1,500) 
 Acquisition of business and assets 
  of AEI                                                         -           (250) 
 Acquisition of 49% interest in 
  MUSA                                                           -         (1,670) 
 Loans made to MUSA                                              -           (816) 
 Cash acquired on purchase of Manroy 
  Systems and AEI                                                -           1,971 
 Proceeds from sale of assets held                             112               - 
  for sale 
 Proceeds from sale of tangible                                 16               - 
  assets 
 Purchase of property, plant and 
  equipment                                                  (139)           (224) 
--------------------------------------------------  --------------  -------------- 
 Net cash used in investing activities                       (368)         (2,679) 
--------------------------------------------------  --------------  -------------- 
 
 Cashflows from financing activities 
 Issue of new ordinary shares                                  484           9,000 
 Costs incurred on issue of shares                            (33)           (602) 
 Cash movement in finance leases                              (33)            (35) 
 Dividends paid                                              (135)           (130) 
 Repayments of bank loans                                    (518)           (223) 
 Repayment of shareholder and other 
  loans                                                          -         (4,716) 
 Net cash generated from/(used in) 
  financing activities                                       (235)           3,294 
--------------------------------------------------  --------------  -------------- 
 Net cash and cash equivalents used 
  in year                                                    (561)           (576) 
 
 Opening cash and cash equivalents                             847           1,423 
 
 Closing cash and cash equivalents                             286             847 
--------------------------------------------------  --------------  -------------- 
 

Notes to the consolidated financial statements

1. Statement of accounting policies

Basis of preparation

Manroy Plc is a Company incorporated and domiciled in the United Kingdom. The address of the Company's registered office is 6 Lakeside Business Park, Swan Lane, Sandhurst, Berkshire GU47 9DN. The consolidated financial statements of the Company for the year ended 30 September 2012 comprise the Company and the subsidiaries (together referred to as the "Group"). The consolidated financial statements for the year ended 30 September 2012 have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRS"). The Company has elected to prepare its Parent Company financial statements in accordance with UK GAAP.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed below and unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by Group entities.

This statement was approved by the directors on 14 January 2013. This statement does not constitute the Group's statutory accounts for the year ended 30 September 2012. Statutory accounts for the year ended 30 September 2011 have been delivered to the Registrar of companies. The auditor's report on those accounts was unqualified and did not contain any statement under section 495 of the Companies Act 2006. The auditor's report of the accounts for the year ended 30 September 2012 is expected to be unqualified.

The financial statements have been prepared on a going concern basis and on a historical cost basis as modified by the valuation of certain assets and liabilities. These consolidated financial statements are presented in UK Sterling, which is the Company's functional currency. All financial information has been rounded to the nearest thousand pounds.

Accounting estimates and judgements

Estimates and judgments are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors. Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Intangible assets

Key estimates and judgements are applied to the fair values of assets acquired on acquisitions and these have been included the valuation of intangible assets. The financial statements reflect the fair value of intangible assets acquired based on estimates and judgements of the discounted rates of return of the cash generating units of those assets and the weighted average costs of capital.

Tangible assets

Key estimates and judgements are applied to the fair values of assets acquired on acquisitions and these have been included the valuation of tangible assets. The financial statements reflect the fair value of tangible assets acquired based on independent valuations and market values appropriate to such classes of asset.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries up to 30 September 2012. Subsidiaries are those entities that are controlled by the Company. Control is achieved where the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries and associated companies acquired or disposed of during the year are included from the effective date of acquisition or up to the effective date of disposal, as appropriate. Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Where necessary, adjustments are made to the financial statements of subsidiaries and associated companies to bring the accounting policies used into line with those used by the Group.

Associated companies

Associated companies have been accounted for under the equity method of accounting whereby the investment is initially recognised at fair value and adjusted thereafter for the post-acquisition change in the Group's share of the fair value of the net assets of associated companies. The profit or loss of the Group includes the share of profit or loss of associated companies after tax.

2. Segmental information

The information used by the Board, for the purpose of resource allocation and assessment of segment performance undertaken by the Group relates to the Group's core activity of a defence contractor. There is only one overseas based asset, being the Group's net interest in its Associated Company MUSA. The Group's revenue for the year ended 30 September 2012 is summarised below:

 
 Region                     Year ended    %       Year ended    % 
                          30 September          30 September 
                                  2012                  2011 
                               GBP'000               GBP'000 
 United Kingdom                  5,002    72           4,368    57 
 Europe                          1,726    25           1,405    18 
 North America                     136     2              43     1 
 South America                      49     1               -     - 
 Asia and Australasia               19     -           1,865    24 
----------------------  --------------  ----  --------------  ---- 
 Total trade revenue             6,932   100           7,681   100 
 Royalty income                    460                   289 
----------------------  --------------  ----  --------------  ---- 
 Total revenue                   7,392                 7,970 
======================  ==============  ====  ==============  ==== 
 

During the year ended 30 September 2012 revenue of GBP4,666,000 was generated by the Group's largest customer (2011: GBP6,622,000).

Revenue generated in MUSA is not included within the consolidated revenue of the Group as it is an Associated Company. Therefore the above table summarises the revenue generated by all of the Group's other operations.

3. Tax charge

 
                                           Year ended      Year ended 
                                         30 September    30 September 
                                                 2012            2011 
 Continuing operations                        GBP'000         GBP'000 
 
 Prior year tax adjustment:- 
  Tax claims relating to research and              56               - 
                          development 
        Over accrual for prior period              44               - 
-------------------------------------  --------------  -------------- 
                                                  100               - 
 Current tax                                     (26)           (383) 
 Deferred tax                                     507             211 
-------------------------------------  --------------  -------------- 
 
 Tax income / (expense) for the year              581           (172) 
-------------------------------------  --------------  -------------- 
 

Taxation has been calculated by applying the standard corporate tax rates ruling in the operating territories of the Group. The difference between the total current tax shown above and the amount calculated by applying the standard rates of corporation tax to the profit before tax is as follows:

 
                                                    Year ended      Year ended 
                                                  30 September    30 September 
                                                          2012            2011 
                                                       GBP'000         GBP'000 
----------------------------------------------  --------------  -------------- 
 (Loss) / profit before tax                            (2,078)           2,221 
==============================================  ==============  ============== 
 
 Tax on (loss) / profit at an average 
  rate of 25% (2011: 27%)                                  520           (600) 
 
 Factors affecting charge:- 
 Negative goodwill on Manroy Systems 
  not taxable                                                -             435 
 Amortisation of intangible assets 
  not allowable for taxation purposes                    (265)           (214) 
 Capital allowances in excess of depreciation              (5)               3 
 (Loss) / Income from US subsidiary 
  not taxable                                            (231)             133 
 Allowances for non-trade loan relationship 
  debits                                                     -              45 
 Expenditure not allowable for taxation 
  purposes                                                (20)           (165) 
 Tax recovered from research and development               120               - 
 Group charges reversed on consolidation                 (141)               - 
 Adjustment for share option charges                       (4)               - 
 Losses not utilised in year and carried 
  forward                                                    -            (20) 
 Current tax charge for the year                          (26)           (383) 
==============================================  ==============  ============== 
 

4. Dividends

 
                                                   Year ended      Year ended 
                                                 30 September    30 September 
                                                         2012            2011 
                                                      GBP'000         GBP'000 
 Interim dividend of 1p per share paid 
  July 2011 for year ended 30 September 
  2011                                                      -           (130) 
 Final dividend of 1p per share paid                    (135)               - 
  April 2012 for the year ended 30 September 
  2011 
---------------------------------------------  --------------  -------------- 
                                                        (135)           (130) 
=============================================  ==============  ============== 
 

The dividend paid in April 2012 was a final dividend in relation to the 2011 group results, which was voted for by shareholders in the 4 April 2012 Company AGM.

5. (Loss) / earnings per share

The earnings per share figures have been calculated as follows

 
                                                   Year ended      Year ended 
                                                 30 September    30 September 
                                                         2012            2011 
 Basic earnings per share 
 (Loss) / profit per Consolidated 
  Income Statement                    GBP'000         (1,497)           2,049 
 Weighted average number of 
  shares in issue during the 
  year                                   '000          18,222          11,389 
 (Loss) / earnings per share            Pence           (8.2)            18.0 
==================================  =========  ==============  ============== 
 
 Diluted earnings per share                        Year ended      Year ended 
                                                 30 September    30 September 
                                                         2012            2011 
 (Loss) / profit per Consolidated 
  Income Statement                    GBP'000         (1,497)           2,049 
 Diluted weighted average number 
  of shares in issue during year         '000          18,762          11,711 
 (Loss) / earnings per share            Pence           (8.0)            17.5 
==================================  =========  ==============  ============== 
 

After taking account of non-recurring costs and amortisation of intangible assets, Manroy achieved a normalised loss after tax of GBP139,000 (2011: GBP1.4 million profit).

 
 Adjusted diluted earnings per                     Year ended      Year ended 
  share                                          30 September    30 September 
                                                         2012            2011 
 Profit per adjusted Consolidated 
  Income Statement (as shown 
  in Financial review)                GBP'000             139           1,446 
 Diluted weighted average number 
  of shares in issue during year         '000          18,762          11,711 
 Earnings per share                     Pence             0.7            12.3 
==================================  =========  ==============  ============== 
 

6. Investment in Associated Company

 
 
 
   Share of assets at acquisition                 4,586 
 Results for the period from acquisition on 23 
  August 2011 to 30 September 2011                (115) 
 Exchange movements on translation at year end      159 
-----------------------------------------------  ------ 
 At 30 September 2011                             4,630 
 Results for the year to 30 September 2012        (922) 
 Exchange movements on translation at year end    (128) 
 At 30 September 2012                             3,580 
===============================================  ====== 
 

6.1 MUSA Income statement

 
                                                Year to   Period August 
                                              September    to September 
                                                   2012            2011 
                                                GBP'000         GBP'000 
 Revenue                                          1,375             323 
 Cost of operations                             (1,028)           (180) 
 Gross profit                                       347             143 
 
 Administrative expenses                          (881)           (221) 
 Depreciation                                     (327)           (102) 
 Amortisation of intangibles                      (321)            (53) 
 Non-recurring costs and costs associated         (572)               - 
  with relocation 
 
 Results from operating activities              (1,754)           (233) 
 
 Net finance expense                              (128)             (2) 
 
 Loss before taxation                           (1,882)           (235) 
 
 Taxation                                             -               - 
------------------------------------------  -----------  -------------- 
 Loss after taxation for the period             (1,882)           (235) 
==========================================  ===========  ============== 
 
 Loss of Associate Company recognised 
  in Statement of Comprehensive Income 
  - 49% Group share                               (922)           (115) 
==========================================  ===========  ============== 
 

6.2 MUSA Balance sheet

 
                                  September   September 
                                       2012        2011 
                                    GBP'000     GBP'000 
 Non-current assets                   7,932       8,510 
 Current assets                       3,345       2,758 
-------------------------------  ----------  ---------- 
 Total Assets                        11,277      11,268 
-------------------------------  ----------  ---------- 
 
 Current liabilities                (1,045)       (203) 
 Non-current liabilities            (2,925)     (1,616) 
 Total liabilities                  (3,970)     (1,819) 
-------------------------------  ----------  ---------- 
 Net assets                           7,307       9,449 
===============================  ==========  ========== 
 
 49% Group share of net assets        3,580       4,630 
===============================  ==========  ========== 
 

7. Deferred tax

The movement on deferred tax asset arose as follows:

 
                                               30 September   30 September 
                                                       2012           2011 
                                                    GBP'000        GBP'000 
 
 
 At beginning of the year                             2,283              - 
 Arising on intangible assets acquired 
  in Manroy Systems                                       -          2,375 
 Arising on intangible assets acquired 
  in MUSA                                                 -            119 
                                                      2,283          2,494 
 
 
 Effect of change in tax rate                         (228)              - 
 Tax credited on intangible assets acquired 
  in Manroy Systems                                   (264)          (211) 
 Tax credited on intangible assets acquired            (14)              - 
  in MUSA 
--------------------------------------------  -------------  ------------- 
 Total credited to tax charge in income 
  statement in the year                               (506)          (211) 
 
                                                      1,777          2,283 
============================================  =============  ============= 
 

Deferred tax was provided at acquisition because amortisation of intangible assets is non-deductible for corporation tax purposes. Accordingly, the deferred tax of GBP2,494,000 recorded on the acquisition of Manroy Systems and MUSA in 2011 is re-assessed at prevailing rates of tax at each period end and is amortised against the Group's corporation tax charge in parallel to the amortisation of intangible assets acquired.

8. Share capital

 
                                                   Number of   GBP'000 
                                             Ordinary Shares 
 
   Issued and fully paid at 30 September 
   2011                                           18,194,202       910 
 
 Issue of new shares 19 September 
  2012                                               850,000        42 
 
 At 30 September 2012                             19,044,202       952 
=========================================  =================  ======== 
 

On 19 September 2012 the Company placed 850,000 shares in the market at 57 pence per share.

9. Related party transactions

On 3 December 2010, the Company entered into an agreement relating to the acquisition of Manroy Systems Limited, pursuant to which Glyn Bottomley agreed to sell his entire issued share capital of Manroy Systems Ltd to the Company for 2,068,633 Ordinary Shares at 75 pence per share. No changes have been made to this agreement during the year ended 30 September 2012. Under the acquisition agreement, Glyn Bottomley gave warranties to the Company regarding the Manroy Systems Limited and Manroy Engineering Limited, including warranties relating to ownership of assets, their statutory accounts, litigation and disputes, current contracts, intellectual property rights, taxation and employees. Liability under these warranties is subject to a maximum liability of GBP1.5 million. Claims made by the Company under the warranties (other than taxation) were required to be made by 23 December 2010 and no claims arose. Claims made by the Company in respect of taxation must be made within seven years following 23 December 2010.

On 3 December 2010, the Company entered into the Relationship Agreement with Glyn Bottomley, Caledonian Heritable Limited and Surinder Rajput (the "Concert Party Members"). No changes have been made to this agreement during the year ended 30 September 2012. Under this agreement, the Concert Party Members undertook to the Company to use their reasonable endeavours to ensure that the Group is able at all times to carry on its business independently and that any transactions between any of them with the Group are on an arm's length basis and on normal commercial terms. The Relationship Agreement will continue in force for so long as the Ordinary Shares are admitted to AIM and the Concert Party Members are deemed to control the Group under the terms of the City Code or the Articles of the Company.

On 3 December 2010, the Company entered into Lock-In and Orderly Market Agreements with the Concert Party Members. No changes have been made to this agreement during the year ended 30 September 2012. Under these agreements, the Concert Party Members each agreed that until 23 December 2012, which period has now lapsed, they would not dispose of more than half of their respective shareholdings in the Company. Any dealings by a Concert Party Member who is a Director are subject to the Company's code of dealing, and any disposals by any Concert Party Member can only be only made through the Company's brokers. No such dealings have been undertaken by any Concert Party Member between the date of the agreements and the date of this report.

On 1 April 2011, the Company acquired the business and assets of AEI, a company owned equally between Glyn Bottomley and Caledonian Heritable 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 for two years from the date of acquisition which has been provided in these financial statements. No changes have been made to this agreement during the year ended 30 September 2012. If actual revenue generated matches forecast revenue, the full deferred consideration will be covered by the provisions already made. If revenues fall below the expected revenues, the deferred consideration would be over provided and any residual balance would be credited the income statement at the end of the two year period. If the revenues exceed expectations then higher profit levels would have been generated and the additional deferred consideration in excess of the deferred consideration provided would be less than the increased profit levels generated and would be charged to the income statement as it arose. For the year ended 30 September 2012 the Group paid GBP51,000 in royalties to AEI as shown in the reduction of accruals. During the year ended 30 September 2011, the Group incurred costs of sale of GBPNil (2011: GBP38,000) and earned management fee income of GBPNil (2011: GBP24,000), shown within royalties and other income, from AEI, arising from the management services agreement between Manroy and AEI. This agreement was cancelled at no cost to the Group at the date of acquisition of the business and assets of AEI by the Company in April 2011.

During the year ended 30 September 2012, the Group accrued revenues consultancy fees of GBPNil and paid marketing, in country customer trials, testing and development fees of GBP284,000 (2011 GBP279,000) to Surinder Rajput a Concert Party Member, relating to export revenues generated and development of GPMG and customer export opportunities during the period.

During the year ended 30 September 2012, the Group purchased goods from MUSA for GBP3,000 and sold goods for GBP52,000. In addition to this, the Group increased working capital loans to MUSA by GBP511,000.

Apart from these contracts and the service contracts and letters of engagement between the Directors and the Company, no contract existed during the financial year in relation to the Group's business in which any Director was interested.

10. Ultimate controlling party

At 30 September 2012 there was no ultimate controlling party of the Group. The Concert Party Members are deemed by the Panel on Take-overs and Mergers to control the Group under the terms of the City Code. The Relationship Agreement will continue in force for so long as the Ordinary Shares are admitted to AIM.

GLOSSARY OF TERMS AND DEFINITIONS

In these financial statements, unless the context otherwise requires or provides, the expressions set out below bear the following meanings:

"Admission Document" the admission document published by the Company on 3 December 2010

"AEI" AEI Land Systems Limited, a company controlled by Glyn Bottomley and Caledonian Heritable Limited and whose business and assets were acquired by the Company in 2011.

"AIM" the market of that name operated by the London Stock Exchange

   "BFS"                                                              HMG Blank Firing System 

"Board" or "Directors" the directors of Manroy, all of whose names are set out on our website www.manroy.com

"City Code" The City Code on Takeovers and Mergers

"Companies Act" the Companies Act 2006, as amended from time to time

   "Company" or "Manroy"                               Manroy Plc 

"Concert Party" Glyn Bottomley, Caledonian Heritable Limited, Paul Carter, and Surinder Rajput (each of them being "a member of the Concert Party"), all of whom are regarded for the purposes of the City Code as acting in concert (as defined in the City Code)

"EBITDA" Earnings before interest, tax, depreciation and amortisation.

"FAA" First Articles Acceptance, a requirement to a produce a one off product for inspection for US DoD contracts prior to commencement of delivery under that contract.

"Form of Proxy" the form of proxy which accompanies this document for use by Shareholders in connection with the Annual General Meeting

"Group" the Company and its subsidiaries as at the date of this document

"General Dynamics" General Dynamics Armament and Technical Products Inc., a company incorporated in the United States of America

"LIBOR" The rate at which each bank submits must be formed from that bank's perception of its cost of funds in the interbank market

   "London Stock Exchange"                          London Stock Exchange Plc 

"M2 HMG" or "HMG" 12.7mm M2 Heavy Machine Gun, Manroy's principal revenue generating product

"MUSA" Manroy USA LLC, a partnership incorporated in the United States of America, with 510 units of membership owned by John Buckner and 490 units of membership owned by the Group

   "MoD"                                                             the UK Ministry of Defence 

"Novation" the act of either replacing an obligation to perform with a new obligation, or replacing a party to an agreement with a new party.

"Ordinary Shares" or "Shares" ordinary shares of 5 pence each in the capital of the Company

"Panel" The Panel on Takeovers and Mergers

"QCA Guidelines" The corporate governance guidelines for companies published by the Quoted Companies Alliance

   "QCB"                                                             Quick change barrel 

"Sabre" Sabre Defense Industries LLC and Sabre Defense Holdings LLC, the business and assets of which were acquired by MUSA in 2011

"Section 5" Section 5 of the Firearms Act, under which storage and production of firearms is required to be licensed annually by the UK Government

"Shareholders" persons who are registered holders of Ordinary Shares from time to time

   "US DoD"                                                       United States Department of Defense 

Transactions during the year were translated at an average exchange rate of $1.5765= GBP1 (2011: $1.5987 = GBP1. Assets and liabilities held at 30 September 2012 were translated at $1.6149 = GBP1 (2011; $1.5625= GBP1).

This information is provided by RNS

The company news service from the London Stock Exchange

END

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