TIDMAMR
RNS Number : 3857T
Armour Group PLC
06 December 2011
ARMOUR GROUP PLC
("Armour" or the "Group")
Preliminary Results for the year ended 31 August 2011
FINANCIAL HEADLINES
-- Sales GBP42.3 million (2010: GBP56.6 million).
-- Loss after taxation of continuing operations GBP2.5 million
(2010: Profit GBP0.9 million).
-- Basic loss per ordinary share of continuing operations (3.1)p
(2010: Earnings 1.4p).
-- Cash utilised in operations GBP1.3 million (2010: Generated
by operations GBP1.8 million).
-- Net debt GBP6.9 million (2010: GBP5.7 million).
George Dexter, Chief Executive of Armour Group plc
commented:
"The deterioration in consumer confidence caused by the weak
economic environment, particularly in the UK, has made the year to
31 August 2011 the most challenging experienced by the Group. The
performance of the Group has been severely affected by the collapse
in retail demand, which has been felt most particularly in our home
division. Whilst the UK is not technically in a recession, the
impact on consumer confidence of the steady stream of poor economic
data has resulted in a dramatic fall in consumer demand. The
consumer electronics sector, which is our core market and by its
very nature exposed to discretionary expenditure, has felt the full
force of this downturn in consumer demand.
In response to the very difficult trading environment, the Group
has implemented a restructuring of the home division and a cost
reduction programme throughout all our operations, which has
included the closure of our Chinese manufacturing facility. These
cost reduction initiatives are expected to realise over GBP2.5
million in annualised savings.
Armour Automotive has enjoyed an encouraging recovery in its
performance, with profits before exceptional items in the year
increasing from GBP0.2 million to GBP0.8 million. In addition, our
operations in Asia have continued to grow, with sales increasing by
99% to GBP1.1 million with every expectation that this will become
a profitable operation in 2012.
The economic outlook in our core markets continues to be
uncertain and the prospects of a recovery in consumer confidence
and demand in the near term remain weak. The actions taken by the
Group have significantly reduced its cost base and we anticipate an
improved trading performance in 2012."
For further information please contact:
Armour Group plc Tel: 01892 502700
George Dexter, Chief Executive
John Harris, Finance Director
FinnCap, Nominated Adviser and Broker Tel: 0207 600 1658
Geoff Nash
Stephen Norcross (Sales)
ARMOUR GROUP PLC
("Armour" or the "Group")
Preliminary Results for the year ended 31 August 2011
CHAIRMAN'S STATEMENT
The deterioration in consumer confidence caused by the weak
economic environment, particularly in the UK, has made the year to
31 August 2011 the most challenging experienced by the Group. Group
sales fell to GBP42.3 million (2010: GBP56.6 million), which
generated a loss from operations before exceptional items and
discontinued operations of GBP1.7 million (2010: Profit GBP1.2
million). The basic loss per ordinary share, before exceptional
items and discontinued operations, was 1.8p (2010: Earnings per
ordinary share 1.4p). The Group's net debt at 31 August 2011 was
GBP6.9 million (2010: GBP5.7 million).
The performance of the Group has been severely affected by the
collapse in retail demand, which has been felt most particularly in
our home division. Whilst the UK is not technically in a recession,
the impact on consumer confidence of the steady stream of poor
economic data has resulted in a dramatic fall in consumer demand.
The consumer electronics sector, which is our core market and by
its very nature exposed to discretionary expenditure, has felt the
full force of this downturn in consumer demand.
In response to the very difficult trading environment, the Group
has implemented a restructuring of the home division and a cost
reduction programme throughout all our operations, which has
included the closure of our Chinese manufacturing facility. These
cost reduction initiatives are expected to realise over GBP2.5
million in annualised savings. The major elements of the
restructuring and cost reduction programmes are now complete and we
have started the new financial year with a more streamlined
structure and cost base, particularly in Armour Home.
Whilst Armour Home has found the market conditions very
challenging, Armour Automotive has enjoyed an encouraging recovery
in its performance, with profits before exceptional items in the
year increasing from GBP0.2 million to GBP0.8 million. In addition,
our operations in Asia have continued to grow, with sales
increasing by 99% to GBP1.1 million with every expectation that
this will become a profitable operation in 2012.
The recovery in Armour Automotive has been driven by strong
demand for in-vehicle audio solutions supplied into the commercial
vehicle market and our range of GPS and GSM antennae. As with the
home division, retail sales in the automotive aftermarket have
declined, although this decline has not been as marked as in home
electronics. We remain confident that Armour Automotive will
continue its recovery in 2012.
As with all other parts of the businesses, expenditure on new
product development has been carefully reviewed. However, despite
the market difficulties, the Group has continued to invest in new
product development and has launched a number of new products
during the year including two new ranges of award winning Q
Acoustics speakers. New product development remains a fundamental
part of the Group strategy and we believe it is a key ingredient to
drive sales and deliver a sustainable recovery in performance.
This year has been very testing for our employees who have had
to manage a considerable amount of change in a very short period of
time. Despite this, they have worked with dedication and
professionalism for the good of the Group. I would like to
acknowledge the Board's appreciation of their commitment and effort
over the course of the year.
The economic outlook in our core markets continues to be
uncertain and the prospects of a recovery in consumer confidence
and demand in the near term remain weak. The actions taken by the
Group have significantly reduced its cost base and we anticipate an
improved trading performance in 2012.
BOB MORTON
Chairman
5 December 2011
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 August 2011
31 August 31 August
2011 2010
Note GBP000 GBP000
------------------------------------------ ----- ---------- ----------
Revenue 2 42,311 56,591
Changes in inventory of finished
goods and work in progress (503) (1,057)
Raw materials and consumables (25,386) (33,559)
Employee benefits costs (8,411) (9,756)
Depreciation and amortisation expense (1,660) (1,573)
Other expenses (8,016) (9,474)
------------------------------------------ ----- ---------- ----------
Total expenses excluding exceptional
items (43,976) (55,419)
------------------------------------------ ----- ---------- ----------
Exceptional items 3 (1,442) -
Total expenses (45,418) (55,419)
(Loss)/profit from operations 2 (3,107) 1,172
Finance expense (454) (233)
Finance income 14 8
(Loss)/profit before taxation (3,547) 947
Taxation credit/(expense) 5 1,078 (68)
------------------------------------------ ----- ---------- ----------
(Loss)/profit from continuing operations (2,469) 879
------------------------------------------ ----- ---------- ----------
Loss on discontinued operation,
net of tax 4 (485) -
------------------------------------------ ----- ---------- ----------
(Loss)/profit for the year (2,954) 879
------------------------------------------ ----- ---------- ----------
Other Comprehensive Income
Exchange gains on translation of
foreign operations 56 19
------------------------------------------ ----- ---------- ----------
Total Other Comprehensive Income 56 19
------------------------------------------ ----- ---------- ----------
Total Comprehensive (Loss)/Income
for the year (2,898) 898
------------------------------------------ ----- ---------- ----------
(Loss)/earnings per ordinary share 6
Continuing and discontinued operations
Basic (3.7)p 1.4p
Diluted (3.7)p 1.4p
Continuing operations
Basic (3.1)p 1.4p
Diluted (3.1)p 1.4p
------------------------------------------ ----- ---------- ----------
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 August 2011
31 August 31 August
Note 2011 2010
GBP000 GBP000
-------------------------------- ------ ---------- ----------
Non-current assets
Goodwill 21,084 21,084
Other intangible assets 3,842 4,319
Property, plant and equipment 1,415 1,829
Deferred taxation asset 26 -
Total non-current assets 26,367 27,232
-------------------------------- ------ ---------- ----------
Current assets
Inventories 9,967 10,653
Trade and other receivables 7,192 9,523
Cash and cash equivalents 756 397
-------------------------------- ------ ---------- ----------
Total current assets 17,915 20,573
-------------------------------- ------ ---------- ----------
Total assets 2 44,282 47,805
-------------------------------- ------ ---------- ----------
Current liabilities
Bank overdrafts and borrowings (7,661) (5,613)
Trade and other payables (7,225) (10,392)
Corporation taxation liability (31) (182)
Provisions (328) (132)
Total current liabilities (15,245) (16,319)
-------------------------------- ------ ---------- ----------
Non-current liabilities
Borrowings - (480)
Deferred taxation liability - (946)
Total non-current liabilities - (1,426)
-------------------------------- ------ ---------- ----------
Total liabilities 2 (15,245) (17,745)
-------------------------------- ------ ---------- ----------
Total net assets 2 29,037 30,060
-------------------------------- ------ ---------- ----------
Equity
Share capital 8 7,134 6,848
Share premium 10,084 8,513
Other reserves 871 871
Retained earnings 11,382 14,318
Translation reserve 138 82
Share trust reserve (572) (572)
-------------------------------- ------ ---------- ----------
Total equity 29,037 30,060
-------------------------------- ------ ---------- ----------
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 August 2011
Share Share Other Retained Translation Share Total
capital premium reserves earnings reserve trust equity
reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------------- --------- --------- ---------- ---------- ------------ --------- --------
At 1 September
2009 6,848 8,513 871 13,602 63 (572) 29,325
Total Comprehensive
Income - - - 879 19 - 898
Share-based payments - - - 32 - - 32
Dividend paid - - - (195) - - (195)
At 31 August
2010 6,848 8,513 871 14,318 82 (572) 30,060
---------------------- --------- --------- ---------- ---------- ------------ --------- --------
Total Comprehensive
Loss - - - (2,954) 56 - (2,898)
Issue of equity 286 1,571 - - - - 1,857
Share-based payments - - - 18 - - 18
At 31 August
2011 7,134 10,084 871 11,382 138 (572) 29,037
---------------------- --------- --------- ---------- ---------- ------------ --------- --------
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 August 2011
31 August 31 August
Note 2011 2010
GBP000 GBP000
-------------------------------------------- ------ ---------- ----------
Cash flow from operating activities
Cash (utilised in)/generated from
operations 9 (1,308) 1,818
Income taxes recovered/(paid) 82 (178)
-------------------------------------------- ------ ---------- ----------
Net cash (outflow)/inflow from operating
activities (1,226) 1,640
-------------------------------------------- ------ ---------- ----------
Investing activities
Purchase of property, plant and equipment (395) (401)
Sale of property, plant and equipment 47 36
Expenditure on intangible assets (1,071) (1,684)
Interest received 14 8
-------------------------------------------- ------ ---------- ----------
Net cash used in investing activities (1,405) (2,041)
-------------------------------------------- ------ ---------- ----------
Financing activities
Dividend paid - (195)
Issue of equity 1,857 -
New loans 11,870 -
Refinancing arrangement costs (305) -
Repayment of loans (5,473) (1,000)
Interest paid (365) (196)
-------------------------------------------- ------ ---------- ----------
Net cash generated/(used) in financing
activities 7,584 (1,391)
-------------------------------------------- ------ ---------- ----------
Net increase/(decrease) in cash,
cash equivalents and bank overdrafts 10 4,953 (1,792)
Currency variations on cash, cash
equivalents and bank overdrafts 63 23
Cash, cash equivalents and bank overdrafts
at the start of the year (4,260) (2,491)
-------------------------------------------- ------ ---------- ----------
Cash, cash equivalents and bank overdrafts
at the end of the year 756 (4,260)
-------------------------------------------- ------ ---------- ----------
ARMOUR GROUP PLC
Preliminary Announcement of the audited financial statements for
the year ended 31 August 2011
1. Accounting Policies
Basis of preparation
The Group's Consolidated Financial Statements have been prepared
in accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations
(collectively "IFRS") issued by the International Accounting
Standards Board as adopted by the European Union ("Adopted IFRS")
and with those parts of the Companies Act 2006 applicable to
companies preparing their financial statements under IFRS.
While the financial information included in this preliminary
announcement has been prepared in accordance with the recognition
and measurement criteria of IFRS, this announcement does not itself
contain sufficient information to comply with IFRS. The Group
expects to publish full financial statements that comply with IFRS
in December 2011.
Various new standards, interpretations and amendments have
become effective since 1 September 2010, but have had no material
effect on the financial statements.
2. Segment Information
The Group operates in the following main business segments:
Armour Automotive: The design, manufacture and supply of
products for the in-vehicle communications and entertainment
market;
Armour Home: The design, manufacture and supply of products into
the Hi-Fi, home theatre, home entertainment and office furniture
markets;
Armour Asia: The sale of Armour Automotive and Armour Home
products into Asian markets and provision of supplier support
services, including quality control, to the UK businesses; and
Central operations: The provision of group-wide support services
including finance and future product concepts to the other business
segments within the Group.
These segments are considered on the basis of different products
and services. The accounting policies of the operating segments are
the same as those described in the accounting policies in note
1.
Year ended 31 August 2011 Armour Armour Armour Central
Automotive Home Asia operations Total
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------- ------------ -------- -------- ------------ ---------
Revenue 14,354 26,870 1,087 - 42,311
Underlying profit/(loss)
for the year 768 (1,059) (275) (1,099) (1,665)
Exceptional items (106) (1,336) - - (1,442)
------------------------------- ------------ -------- -------- ------------ ---------
Profit/(loss) from operations 662 (2,395) (275) (1,099) (3,107)
------------------------------- ------------ -------- -------- ------------ ---------
Balance Sheet
Assets 10,415 14,287 422 19,158 44,282
Liabilities (5,314) (7,952) (384) (1,595) (15,245)
------------------------------- ------------ -------- -------- ------------ ---------
Net Assets 5,101 6,335 38 17,563 29,037
------------------------------- ------------ -------- -------- ------------ ---------
Other
Additions to non-current
assets 339 1,086 41 - 1,466
Finance Expense (118) (194) - (142) (454)
Finance Income 6 6 - 2 14
Taxation credit/(expense) 14 1,122 (66) 8 1,078
Depreciation 161 597 8 8 774
Amortisation of intangible
assets 250 1,297 - 1 1,548
Share-based payments 4 12 - 2 18
------------------------------- ------------ -------- -------- ------------ ---------
2. Segment Information (continued)
Year ended 31 August 2010 Armour Armour Armour Central
Automotive Home Asia operations Total
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------- ------------ -------- -------- ------------ ---------
Revenue 13,252 42,794 545 - 56,591
Profit/(loss) from operations 163 2,633 (499) (1,125) 1,172
Balance Sheet
Assets 11,235 21,696 376 14,498 47,805
Liabilities (3,680) (9,274) (344) (4,447) (17,745)
------------------------------- ------------ -------- -------- ------------ ---------
Net Assets 7,555 12,422 32 10,051 30,060
------------------------------- ------------ -------- -------- ------------ ---------
Other
Additions to non-current
assets 350 1,724 9 2 2,085
Finance Expense (19) (11) - (203) (233)
Finance Income 5 3 - - 8
Taxation expense (16) (252) (4) 204 (68)
Depreciation 178 403 7 8 596
Amortisation of intangible
assets 213 762 - 2 977
Share-based payments 4 25 - 3 32
------------------------------- ------------ -------- -------- ------------ ---------
Geographical information
Revenue by Total non-current
location assets by location
of customers
2011 2010 2011 2010
GBP000 GBP000 GBP000 GBP000
----------------- -------- -------- ---------- ----------
United Kingdom 31,771 45,077 26,316 27,214
Sweden 2,103 1,927 8 10
France 1,328 1,461 - -
Hong Kong 940 1,785 23 8
Other Countries 6,169 6,341 20 -
----------------- -------- -------- ---------- ----------
42,311 56,591 26,367 27,232
----------------- -------- -------- ---------- ----------
3. Exceptional items
Over the course of the year and in response to the economic
environment, the Group has implemented a restructuring programme,
particularly within the Armour Home division. The restructuring
involved redundancies and the closure of various UK operational
activities, which in turn has necessitated the write-down of
various assets held by the subsidiary undertakings. The exceptional
costs incurred are shown below:
GBP000
------------------------------------------------------- -------
Redundancy and agency termination costs 638
Amounts written-off tangible fixed assets 224
Amounts written-off intangible fixed assets 438
Property exit, re-location and other associated costs 142
------------------------------------------------------- -------
Total exceptional items 1,442
------------------------------------------------------- -------
4. Discontinued operations
At the start of the year, in response to customer indicated
demand, the Group set-up a Chinese manufacturing facility. Due to
the subsequent curtailment of demand, continued operation of this
facility which required a steady and reliable production volume,
was no longer viable. Consequently, the facility was closed in May
2011. The costs of setting up and then terminating this now
discontinued operation, and the associated tax credit, are shown
below:
31 August 31 August
2011 2010
Result of discontinued operation GBP000 GBP000
-------------------------------------- ---------- ----------
Intra-group revenue 342 -
Operating expenses (959) -
Depreciation of tangible fixed assets (2) -
Tax credit 134 -
-------------------------------------- ---------- ----------
Loss for the year (485) -
-------------------------------------- ---------- ----------
31 August 31 August
2011 2010
Loss per share from discontinued operation pence pence
-------------------------------------------- ---------- ----------
Basic loss per share (0.6) -
Diluted loss per share (0.6) -
-------------------------------------------- ---------- ----------
The statement of cash flows includes the following amounts
relating to discontinued operations:
31 August 31 August
2011 2010
GBP000 GBP000
--------------------------------------------- ---------- ----------
Operating activities (390) -
Investing activities (19) -
--------------------------------------------- ---------- ----------
Net cash utilised by discontinued operations (409) -
--------------------------------------------- ---------- ----------
5. Taxation
31 August 31 August
2011 2010
GBP000 GBP000
------------------------------------------------------ ---------- ----------
Current taxation credit/(expense)
UK Corporation Tax on result for the year - -
Adjustment in respect of prior years 258 261
Income taxation of overseas operations (24) (42)
------------------------------------------------------ ---------- ----------
Total current taxation credit 234 219
------------------------------------------------------ ---------- ----------
Deferred taxation credit/(expense)
UK operations 1,227 (70)
Adjustment in respect of prior years (240) (228)
Overseas operations (9) 11
------------------------------------------------------ ---------- ----------
Total deferred taxation credit/(expense) 978 (287)
------------------------------------------------------ ---------- ----------
Total taxation credit/(expense) 1,212 (68)
------------------------------------------------------ ---------- ----------
Taxation credit/(expense) from continuing operations 1,078 (68)
Taxation credit from discontinued operations 134 -
------------------------------------------------------ ---------- ----------
Total taxation credit/(expense) 1,212 (68)
------------------------------------------------------ ---------- ----------
5. Taxation (continued)
The reasons for the difference between the actual tax charge for
the year and the standard rate of corporation tax in the United
Kingdom applied to the result for the year are as follows:
31 August 31 August
2011 2010
GBP000 GBP000
------------------------------------------------ ---------- ----------
(Loss)/profit for the year (2,954) 879
Total taxation (credit)/expense (1,212) 68
------------------------------------------------ ---------- ----------
(Loss)/profit before taxation (4,166) 947
(Loss)/profit multiplied by the rate of UK
corporation tax of 27.16% (2010: 28%) 1,131 (265)
Effects of:
Expenses not deductible for taxation purposes (52) (31)
Taxation credits 134 189
Lower taxation rates on overseas profit and
marginal relief 6 6
Differences arising from variation of taxation (25) -
rates
Adjustments in respect of prior years 18 33
------------------------------------------------ ---------- ----------
Total taxation credit/(expense) 1,212 (68)
------------------------------------------------ ---------- ----------
6. (Loss)/earnings per ordinary share
Basic (loss)/earnings per ordinary share are calculated using
the weighted average number of ordinary shares in issue during the
financial year of 79,850,588 (31 August 2010: 65,056,067). Diluted
(loss)/earnings per ordinary share are calculated with reference to
79,850,588 (31 August 2010: 65,056,067) ordinary shares. The effect
of the exercise of options on the weighted average number of
ordinary shares in issue is Nil (31 August 2010: Nil).
At the Company's general meeting held on 23 February 2011, the
share capital was reorganised which gave rise to the creation of
deferred shares (Note 8). These deferred shares have restricted and
minimal rights whereby holders are not entitled to receive any
dividend or other distribution. The deferred shares are therefore
excluded from the weighted average, and diluted weighted average,
ordinary shares in issue during the financial year.
At 31 August 2011, the Armour Employees' Share Trust held
3,424,000 (31 August 2010: 3,424,000) ordinary shares. The weighted
average number of ordinary shares held by the Armour Employees'
Share Trust during the year of 3,424,000 (31 August 2010:
3,424,000) is not included in either the weighted average, or
diluted weighted average, ordinary shares in issue during the
financial year.
Underlying (loss)/earnings per ordinary share are also shown
calculated by reference to earnings before exceptional items,
discontinued operations and share-based payments. The Directors
consider that this gives a useful additional indication of
underlying performance. The term "underlying" is not defined under
IFRS and may not therefore be comparable with similarly titled
profit measures reported by other entities.
31 August 2011 31 August 2010
Basic Diluted Basic Diluted
GBP000 pence pence GBP000 pence pence
---------------------------- -------- ------- -------- -------- ------- --------
(Loss)/profit for the
year (2,954) (3.7) (3.7) 879 1.4 1.4
Discontinued operations,
net of tax 485 0.6 0.6 - - -
---------------------------- -------- ------- -------- -------- ------- --------
Continuing operations (2,469) (3.1) (3.1) 879 1.4 1.4
---------------------------- -------- ------- -------- -------- ------- --------
Exceptional items, net
of tax 1,045 1.3 1.3 - - -
Share-based payments 18 - - 32 - -
---------------------------- -------- ------- -------- -------- ------- --------
Underlying (loss)/earnings (1,406) (1.8) (1.8) 911 1.4 1.4
---------------------------- -------- ------- -------- -------- ------- --------
7. Dividend
The Board did not recommend a dividend for the year ended 31
August 2010 and has not recommended a final dividend for the year
ended 31 August 2011.
The dividend proposed in the financial statements as at 31
August 2009, and approved by shareholders at the Annual General
Meeting held on 28 January 2010, is shown as paid in the 2010
comparative figures.
8. Share capital
On 23 February 2011, each 10p ordinary share in issue was
sub-divided into one new ordinary share of 1p each and one deferred
share of 9p each. Each authorised but unissued ordinary share was
sub-divided into 10 new ordinary shares of 1p each. On the same
date, the Company issued 28,571,429 new ordinary shares of 1p each
by way of a placing at 7p per share.
Nominal value Number
------------------------------- --------------------------------
Ordinary
shares Ordinary Deferred Ordinary Ordinary Deferred
of shares shares shares shares shares
Authorised 10p of of of of of
each 1p each 9p each 10p each 1p each 9p each
GBP000 GBP000 GBP000 '000 '000 '000
-------------------------- --------- --------- --------- ---------- --------- ---------
At 1 September 2010 15,000 - - 150,000 - -
Sub-division of shares
in issue (6,848) 685 6,163 (68,480) 68,480 68,480
Sub-division of unissued
shares (8,152) 8,152 - (81,520) 815,199 -
-------------------------- --------- --------- --------- ---------- --------- ---------
At 31 August 2011 - 8,837 6,163 - 883,679 68,480
-------------------------- --------- --------- --------- ---------- --------- ---------
Ordinary Ordinary Deferred
shares shares shares
of of of
10p each 1p each 9p each
Allotted, called up and fully paid: Number Number Number
number '000 '000 '000
-------------------------------------- ---------- --------- ---------
In issue at 1 September 2010 68,480 - -
Sub-division of shares (68,480) 68,480 68,480
Issued during the period - 28,571 -
-------------------------------------- ---------- --------- ---------
In issue at 31 August 2011 - 97,051 68,480
-------------------------------------- ---------- --------- ---------
Ordinary Ordinary Deferred
shares shares shares
of of of
Allotted, called up and fully 10p each 1p each 9p each Total
paid: GBP'000 GBP000 GBP000 GBP000 GBP000
-------------------------------- ---------- --------- --------- --------
In issue at 1 September 2010 6,848 - - -
Sub-division of shares (6,848) 685 6,163 6,848
Issued during the period - 286 - 286
-------------------------------- ---------- --------- --------- --------
In issue at 31 August 2011 - 971 6,163 7,134
-------------------------------- ---------- --------- --------- --------
The new ordinary shares of 1p each have the same rights as the
previous ordinary shares of 10p each. No new share certificates
were issued in respect to the new ordinary shares of 1p each, the
existing certificates continuing to be valid and accepted as
evidence of title for the new ordinary shares.
The deferred shares of 9p each have restricted and minimal
rights, whereby:
-- Holders are not entitled to receive any dividend, or other
distribution or to receive notice or speak or vote at general
meetings of the Company,
-- On a return of assets on a winding up, holders are only
entitled to amounts paid up on such shares after the repayment of
GBP10 million per ordinary share,
-- The deferred shares are not freely transferable,
-- The creation and issue of further shares which rank equally
or in priority to the deferred shares or the passing of a
resolution of the Company to cancel the deferred shares or to
effect a reduction of the capital shall not constitute a
modification or abrogation of their rights,
-- The Company has the right at any time to purchase all of the
deferred shares for an aggregate consideration of GBP1.00,
-- No application has or will be made for the deferred shares to
be admitted to trading on AIM or any other stock exchange,
-- No share certificates have or will be issued for any of the deferred shares.
9. Net cash flow from operations
31 August 31 August
2011 2010
GBP000 GBP000
----------------------------------------------- ---------- ----------
(Loss)/profit for the year (2,954) 879
Depreciation of property, plant and equipment 776 596
Amortisation of intangible assets 1,058 977
Impairment of intangible assets 490 -
Share-based payments 18 32
Finance income (14) (8)
Finance expense 454 233
Income tax (credit)/expense (1,212) 68
----------------------------------------------- ---------- ----------
EBITDA* (1,384) 2,777
----------------------------------------------- ---------- ----------
Gain on sale of property, plant and equipment
and fair value adjustments (14) (165)
Decrease in inventories 686 1,028
Decrease in trade and other receivables 2,331 353
Decrease in trade, other payables and
provisions (2,927) (2,175)
----------------------------------------------- ---------- ----------
76 (959)
----------------------------------------------- ---------- ----------
Net cash (utilised in)/generated from
operations (1,308) 1,818
----------------------------------------------- ---------- ----------
* EBITDA is defined as the (loss)/profit before interest,
taxation, depreciation, amortisation and share-based payments.
10. Reconciliation of net cash flow to movement in net debt
Net debt incorporates the Group's borrowings and bank
overdrafts, less cash and cash equivalents. A reconciliation of the
movement in the net debt from the beginning to the end of the year
is shown below:
31 August 31 August
2011 2010
GBP000 GBP000
--------------------------------------- ---------- ----------
Net increase/(decrease) in cash, cash
equivalents and bank overdrafts 4,953 (1,792)
New loans (11,870) -
Repayment of loans 5,473 1,000
Other non-cash movements 235 (17)
--------------------------------------- ---------- ----------
Increase in net debt (1,209) (809)
Opening net debt (5,696) (4,887)
--------------------------------------- ---------- ----------
Closing net debt (6,905) (5,696)
--------------------------------------- ---------- ----------
11. Publication of non-statutory accounts
The financial information set out in this preliminary
announcement does not constitute the Group's financial statements
for the year ended 31 August 2011 and the year ended 31 August
2010.
The financial statements for the year ended 31 August 2010 were
prepared in accordance with Adopted IFRS and have been delivered to
the Registrar of Companies. The financial statements for the year
ended 31 August 2011 will be delivered to the Registrar of
Companies following the Company's Annual General Meeting. The
auditors' report on both accounts was unqualified, did not include
references to any matters to which the auditors drew attention by
way of emphasis without qualifying their report and did not contain
statements under sections 498(2) or (3) of the Companies Act
2006.
The full audited financial statements of Armour Group plc for
the period ended 31 August 2011 are expected to be posted to
shareholders no later than 31 December 2011 and will be available
to the public at the Company's registered office, Lonsdale House,
7-9 Lonsdale Gardens, Tunbridge Wells Kent, TN1 1NU and available
to view on the Company's website at www.armourgroup.uk.com from
that date.
12. Annual General Meeting
The Annual General Meeting will be held at the offices of Armour
Automotive Limited, Woolmer Industrial Estate, Bordon, Hants GU35
9QE on Tuesday 31 January 2012.
ABOUT ARMOUR
Armour Group is the United Kingdom's leading consumer
electronics group within the home and in-vehicle communications and
entertainment markets, committed to designing, manufacturing and
distributing leading-edge audio and visual products and
solutions.
Armour Group has two principal UK based operating divisions,
Armour Home and Armour Automotive, and Armour Asia based in Hong
Kong. The Group employs over 200 people across operating sites in
the UK, Scandinavia and Hong Kong.
The Group possesses a strong brand portfolio, including more
than 6,000 products and accessories, which is underpinned by
innovative product development and investment in proprietary
technology.
An unrivalled distribution capability ensures that products are
supplied direct to more than 6,000 retail outlets within the UK and
to customers in 66 countries worldwide. Armour Group is also a
leading supplier of audio and visual technology to a host of
non-retail customers including vehicle manufacturers, hotel chains,
house builders and custom installers.
The Group's strength is based on 5 fundamentals:
-- Strong, recognised and award-winning brands
-- Quality product portfolio
-- Structured programme of product innovation
-- Unrivalled distribution into the UK's retail electronics market
-- First class customer service
This information is provided by RNS
The company news service from the London Stock Exchange
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