TIDMAMR
RNS Number : 7327T
Armour Group PLC
18 December 2012
ARMOUR GROUP PLC
("Armour" or the "Group")
Preliminary Results for the year ended 31 August 2012
FINANCIAL HEADLINES
-- Sales GBP34.4 million (2011: GBP42.3 million).
-- Loss from operations before exceptional items GBP1.2 million
(2011: GBP1.7 million).
-- Cash generated by operations GBP1.0 million (2011: Utilised
by operations GBP1.3 million).
-- Net debt GBP7.6 million (2011: GBP6.9 million).
-- Basic loss per ordinary share 13.0p (2011: 3.7p).
-- Underlying loss per ordinary share 1.6p (2011: 1.8p)
George Dexter, Chief Executive of Armour Group plc
commented:
"The year to 31 August 2012 has been another difficult year for
the Group with the weak economic environment continuing to impact
our core UK retail markets, particularly those served by Armour
Home. Our response to the challenging market conditions has been a
comprehensive restructuring programme across the Group operations.
This restructuring programme is now complete and over the past
twenty four months has delivered underlying cost savings of GBP5.7
million and a gross margin improvement of two percentage points
estimated at GBP0.6 million.
The progress that is being made is not clearly evident in the
results for the year to 31 August 2012. However, the actions that
have been taken by the Group over the past two years are having a
positive impact on the Group's performance. Armour Automotive has
reported a healthy 65% increase in underlying operating profit in
the year to 31 August 2012 and Armour Home has achieved breakeven
in the first months of the new financial year. In addition, the
full benefits of the restructuring are still yet to be realised,
with an additional GBP1 million of cost savings expected to flow
through in 2013 together with further improvement in gross margins
as new products come on stream and price increases take effect.
Strategically, the changes made to our operations over the past
two years to focus on core brands, customers and sales channels
have made a clear and beneficial difference to the Group. With
fewer brands to manage, our efforts are concentrated on those
brands with critical size selling to a core customer base that
understands our products and knows how to sell them. Added to this,
we have a good infrastructure that works well and is capable of
managing sales growth as and when our markets recover.
There are encouraging signs that the prospects for the Group are
improving, the most important of these being at Armour Home. We
believe that we have sized the Group correctly for our markets, we
have made significant progress in improving our margins and should
consumer confidence pick up in 2013, which is being predicted by
number of economic forecasters, the Group's progress to a sustained
recovery should continue."
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 220 0500
Geoff Nash
Ben Thompson
Stephen Norcross (Sales)
ARMOUR GROUP PLC
("Armour" or the "Group")
Preliminary Results for the year ended 31 August 2012
CHAIRMAN'S STATEMENT
The year to 31 August 2012 has again been challenging for the
Group with our core UK consumer markets continuing to be weak
against a background of a double dip recession. Group sales were
GBP34.4 million (2011: GBP42.3 million), which generated a loss
from operations before exceptional items of GBP1.2 million (2011:
GBP1.7 million). The basic loss per ordinary share, before
exceptional items, was 1.6p (2011: 1.8p). Group net debt at 31
August 2012 was GBP7.6 million (2011: GBP6.9 million).
The restructuring programme that the Group put in place last
year has delivered GBP3.0 million of cost savings and an increase
for the Group of two percentage points in gross margin over the
prior year. However, the continuing difficulties in the market and
the further fall in sales have meant that these improvements have
not been sufficient to return the Group to profit in 2012. The
operating businesses have continued to realise cost savings with an
additional GBP1 million anticipated in 2013 and further improvement
in margins expected.
As part of the restructuring undertaken the Group has incurred
exceptional costs of GBP2.1 million in respect of redundancy, the
write off of development expenditure that is now not considered
recoverable from the sales of the associated products and the exit
costs in respect of two leases that are now surplus to
requirements. In addition, and in accordance with the accounting
standards, the Group has taken the decision to write down goodwill
by GBP9 million, which reflects the more cautious outlook resulting
from the economic conditions.
Armour Automotive has continued to improve with sales of GBP14.4
million marginally ahead of last year and underlying operating
profits increasing by 65% to GBP1.3 million. The continued
strengthening of the non-retail sales channels, particularly in the
agricultural vehicles and the GPS and GSM antennae markets, more
than compensated for the expected decline in retail. The recent
launches of the new iO in-car hands free music streaming solutions
and the new audio platform for the agricultural vehicle market
provide confidence that Armour Automotive will continue to grow
profitably in 2013.
Armour Home sales reduced by 30% to GBP18.9 million. By lowering
the cost base by GBP2.5 million and improving margins by two
percentage points, the underlying operating loss for the year was
held at the same level as last year, at GBP1.2 million. The
restructuring within Armour Home is now complete and the
improvements made in the business are starting to show with a
breakeven position achieved in the first months of the new
financial year. New products, improving margins, a significantly
lower cost base together with an improved year on year trading
performance are all encouraging indicators for the future.
As a product based business, the continued investment in new
product development is a critical part of the Group strategy to
deliver future growth. The Group recently announced the launch of
important new products in our iO range of in-car hands free music
streaming solutions and our new Systemline E200 installed audio
solution for the home market. These new products are part of a
wider new product programme that regularly launches new products
into the market and are expected to generate incremental sales
growth in the new financial year.
The past two to three years have been very difficult for the
Group and particularly for our employees. It is to their credit
that they have worked professionally and with dedication to
implement the significant changes that have been necessary to turn
the Group around. I would like to take this opportunity of thanking
them on behalf of the Board for their commitment and effort over
the past year.
It is pleasing to report that the Group as a whole has returned
to profit in the first quarter of the new financial year. However,
our core consumer markets remain fragile and the economic outlook,
whilst improved, continues to be uncertain. The Board remains
cautious, but is encouraged by the progress being made by the
Group, which it expects will continue in 2013.
BOB MORTON
Chairman
18 December 2012
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 August 2012
31 August 31 August
2012 2011
Note GBP000 GBP000
----------------------------------------- ----- ---------- ----------
Revenue 2 34,375 42,311
Changes in inventory of finished
goods and work in progress (1,532) (503)
Raw materials and consumables (18,932) (25,386)
Employee benefits costs (6,809) (8,411)
Depreciation and amortisation expense (1,284) (1,660)
Other expenses (7,019) (8,016)
----------------------------------------- ----- ---------- ----------
Total expenses excluding exceptional
items (35,576) (43,976)
----------------------------------------- ----- ---------- ----------
Loss from operations before exceptional
items (1,201) (1,665)
Exceptional items 3 (11,124) (1,442)
Total loss from operations 2 (12,325) (3,107)
Finance expense (592) (454)
Finance income 3 14
Loss before taxation (12,914) (3,547)
Taxation credit 5 755 1,078
----------------------------------------- ----- ---------- ----------
Loss from continuing operations (12,159) (2,469)
----------------------------------------- ----- ---------- ----------
Loss on discontinued operation,
net of tax 4 - (485)
----------------------------------------- ----- ---------- ----------
Loss for the year (12,159) (2,954)
----------------------------------------- ----- ---------- ----------
Other Comprehensive Income
Exchange gains on translation of
foreign operations - 56
----------------------------------------- ----- ---------- ----------
Total Other Comprehensive Income - 56
----------------------------------------- ----- ---------- ----------
Total Comprehensive loss for the
year (12,159) (2,898)
----------------------------------------- ----- ---------- ----------
Loss per ordinary share 6
Continuing and discontinued operations
Basic (13.0)p (3.7)p
Diluted (13.0)p (3.7)p
Continuing operations
Basic (13.0)p (3.1)p
Diluted (13.0)p (3.1)p
----------------------------------------- ----- ---------- ----------
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 August 2012
31 August 31 August
Note 2012 2011
GBP000 GBP000
------------------------------------- ------- ---------- ----------
Non-current assets
Goodwill 12,084 21,084
Other intangible assets 2,486 3,842
Property, plant and equipment 862 1,415
Deferred taxation asset 821 26
Total non-current assets 16,253 26,367
------------------------------------- ------- ---------- ----------
Current assets
Inventories 8,529 9,967
Trade and other receivables 6,639 7,192
Cash and cash equivalents 11 327 756
------------------------------------- ------- ---------- ----------
Total current assets 15,495 17,915
------------------------------------- ------- ---------- ----------
Total assets 2 31,748 44,282
------------------------------------- ------- ---------- ----------
Current liabilities
Bank overdrafts and borrowings 11 (7,924) (7,661)
Trade and other payables (6,725) (7,225)
Corporation taxation liability - (31)
Provisions (221) (328)
Total current liabilities and total
liabilities 2 (14,870) (15,245)
------------------------------------- ------- ---------- ----------
Total net assets 2 16,878 29,037
------------------------------------- ------- ---------- ----------
Equity
Share capital 8 7,134 7,134
Share premium 10,084 10,084
Other reserves 871 871
Retained earnings (777) 11,382
Translation reserve 138 138
Share trust reserve (572) (572)
------------------------------------- ------- ---------- ----------
Total equity 16,878 29,037
------------------------------------- ------- ---------- ----------
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 August 2012
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
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
---------------------- --------- --------- ---------- ---------- ------------ --------- ---------
Total Comprehensive
Loss - - - (12,159) - - (12,159)
At 31 August
2012 7,134 10,084 871 (777) 138 (572) 16,878
---------------------- --------- --------- ---------- ---------- ------------ --------- ---------
ARMOUR GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 August 2012
31 August 31 August
Note 2012 2011
GBP000 GBP000
-------------------------------------------- ------- ---------- ----------
Cash flow from operating activities
Cash generated from/(utilised in)
operations 9 1,008 (1,308)
Income taxes (paid)/recovered (70) 82
-------------------------------------------- ------- ---------- ----------
Net cash inflow/(outflow) from operating
activities 938 (1,226)
-------------------------------------------- ------- ---------- ----------
Investing activities
Purchase of property, plant and equipment (166) (395)
Sale of property, plant and equipment 46 47
Expenditure on intangible assets (920) (1,071)
Interest received 3 14
-------------------------------------------- ------- ---------- ----------
Net cash used in investing activities (1,037) (1,405)
-------------------------------------------- ------- ---------- ----------
Financing activities
Issue of equity - 1,857
New loans 2,800 11,870
Refinancing arrangement costs - (305)
Repayment of loans (2,646) (5,473)
Interest paid (492) (365)
-------------------------------------------- ------- ---------- ----------
Net cash (used)/generated in financing
activities (338) 7,584
-------------------------------------------- ------- ---------- ----------
Net (decrease)/increase in cash,
cash equivalents and bank overdrafts 10 (437) 4,953
Currency variations on cash, cash
equivalents and bank overdrafts (1) 63
Cash, cash equivalents and bank overdrafts
at the start of the year 756 (4,260)
-------------------------------------------- ------- ---------- ----------
Cash, cash equivalents and bank overdrafts
at the end of the year 11 318 756
-------------------------------------------- ------- ---------- ----------
ARMOUR GROUP PLC
Preliminary Announcement of the audited financial statements for
the year ended 31 August 2012
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 mid January 2013.
Various new standards, interpretations and amendments have
become effective since 1 September 2011, 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 2012 Armour Armour Armour Central
Automotive Home Asia operations Total
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------- ------------ -------- -------- ------------ ---------
Revenue 14,367 18,850 1,158 - 34,375
Underlying (loss)/profit
for the period 1,270 (1,210) (177) (1,084) (1,201)
Exceptional items (92) (2,032) - (9,000) (11,124)
------------------------------- ------------ -------- -------- ------------ ---------
(Loss)/profit from operations 1,178 (3,242) (177) (10,084) (12,325)
------------------------------- ------------ -------- -------- ------------ ---------
Balance Sheet
Assets 9,657 11,816 422 9,853 31,748
Liabilities (4,784) (9,595) (350) (141) (14,870)
------------------------------- ------------ -------- -------- ------------ ---------
Net Assets 4,873 2,221 72 9,712 16,878
------------------------------- ------------ -------- -------- ------------ ---------
Other
Additions to non-current
assets 349 731 5 1 1,086
Finance expense (142) (250) - (200) (592)
Finance income 1 - - 2 3
Taxation credit/(expense) (61) 791 (5) 30 755
Depreciation 80 577 16 3 676
Amortisation and impairment
of intangible assets 140 2,134 - 1 2,275
Impairment of goodwill - - - 9,000 9,000
------------------------------- ------------ -------- -------- ------------ ---------
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 (loss)/profit
for the period 768 (1,059) (275) (1,099) (1,665)
Exceptional items (106) (1,336) - - (1,442)
------------------------------- ------------ -------- -------- ------------ ---------
(Loss)/profit 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 and impairment
of intangible assets 250 1,297 - 1 1,548
Share-based payments 4 12 - 2 18
------------------------------- ------------ -------- -------- ------------ ---------
Geographical information
Revenue by Total non-current
location assets by location
of customers
2012 2011 2012 2011
GBP000 GBP000 GBP000 GBP000
----------------- -------- -------- ---------- ----------
United Kingdom 24,336 31,771 16,220 26,316
Sweden 2,008 2,103 4 8
France 1,385 1,328 - -
Denmark 825 768 - -
Hong Kong 66 940 12 23
Other Countries 5,755 5,401 17 20
----------------- -------- -------- ---------- ----------
34,375 42,311 16,253 26,367
----------------- -------- -------- ---------- ----------
3. Exceptional items
Over the course of the last two years 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.
In addition, and in accordance with accounting standards, the
carrying value of goodwill has been written down by GBP9 million.
The exceptional costs incurred are shown below:
31 August 31 August
2012 2011
GBP000 GBP000
------------------------------------------------- ---------- ----------
Redundancy and agency termination costs 251 638
Amounts written-off tangible fixed assets 243 224
Amounts written-off intangible fixed assets 1,424 438
Property exit, re-location and other associated
costs 206 142
Impairment of goodwill 9,000 -
------------------------------------------------- ---------- ----------
Total exceptional items 11,124 1,442
------------------------------------------------- ---------- ----------
4. Discontinued operations
In the previous year ended 31 August 2011, 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
2012 2011
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
2012 2011
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
2012 2011
GBP000 GBP000
---------------------------------------------- ----------- ----------
Operating activities - (390)
Investing activities - (19)
---------------------------------------------- ----------- ----------
Net cash utilised by discontinued operations - (409)
---------------------------------------------- ----------- ----------
5. Taxation
31 August 31 August
2012 2011
GBP000 GBP000
---------------------------------------------- ---------- ----------
Current taxation (expense)/credit
UK Corporation Tax on result for the year - -
Adjustment in respect of prior years (3) 258
Income taxation of overseas operations (37) (24)
---------------------------------------------- ---------- ----------
Total current taxation (expense)/credit (40) 234
---------------------------------------------- ---------- ----------
Deferred taxation credit
UK operations 779 1,227
Adjustment in respect of prior years 19 (240)
Overseas operations (3) (9)
---------------------------------------------- ---------- ----------
Total deferred taxation credit 795 978
---------------------------------------------- ---------- ----------
Total taxation credit 755 1,212
---------------------------------------------- ---------- ----------
Taxation credit from continuing operations 755 1,078
Taxation credit from discontinued operations - 134
---------------------------------------------- ---------- ----------
Total taxation credit 755 1,212
---------------------------------------------- ---------- ----------
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
2012 2011
GBP000 GBP000
------------------------------------------------ ---------- ----------
Loss for the year (12,159) (2,954)
Total taxation credit (755) (1,212)
------------------------------------------------ ---------- ----------
Loss before taxation (12,914) (4,166)
Loss multiplied by the rate of UK corporation
tax of 25.16% (2011: 27.16%) 3,249 1,131
Effects of:
Expenses not deductible for taxation purposes (2,300) (52)
Taxation credits 110 134
Lower taxation rates on overseas profit and
marginal relief 3 6
Differences arising from variation of taxation
rates (103) (25)
Carried forward losses not recognised (220) -
Adjustments in respect of prior years 16 18
------------------------------------------------ ---------- ----------
Total taxation credit 755 1,212
------------------------------------------------ ---------- ----------
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 93,627,496 (31 August 2011: 79,850,588). Diluted
(loss)/earnings per ordinary share are calculated with reference to
93,627,496 (31 August 2011: 79,850,588) ordinary shares. The effect
of the exercise of options on the weighted average number of
ordinary shares in issue is nil (31 August 2011: Nil).
At the Company's general meeting held on 23 February 2011, the
share capital was reorganised which gave rise to the creation of
68,480,067 deferred shares of 9p each. 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.
At 31 August 2012, the Armour Employees' Share Trust held
3,424,000 (31 August 2011: 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 2011:
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 2012 31 August 2011
Basic Diluted Basic Diluted
GBP000 pence pence GBP000 pence pence
-------------------------- --------- ------- -------- --------- ------- --------
Loss for the year (12,159) (13.0) (13.0) (2,954) (3.7) (3.7)
Discontinued operations,
net of tax - - - 485 0.6 0.6
-------------------------- --------- ------- -------- --------- ------- --------
Continuing operations (12,159) (13.0) (13.0) (2,469) (3.1) (3.1)
-------------------------- --------- ------- -------- --------- ------- --------
Exceptional items, net
of tax 10,694 11.4 11.4 1,045 1.3 1.3
Share-based payments - - - 18 - -
-------------------------- --------- ------- -------- --------- ------- --------
Underlying loss (1,465) (1.6) (1.6) (1,406) (1.8) (1.8)
-------------------------- --------- ------- -------- --------- ------- --------
7. Dividend
The Board did not recommend a dividend for the year ended 31
August 2011 and has not recommended a final dividend for the year
ended 31 August 2012.
8. Share capital
Nominal value Number
------------------------------ ------------------------------
Ordinary Deferred Ordinary Deferred
shares shares shares shares
of of of of
1p each 9p each Total 1p each 9p each Total
GBP000 GBP000 GBP000 '000 '000 '000
------------------------- --------- --------- -------- --------- --------- --------
Authorised;
At 1 September 2011 and
31 August 2012 8,837 6,163 15,000 883,679 68,480 952,159
------------------------- --------- --------- -------- --------- --------- --------
Allotted, called up and
fully paid:
At 1 September 2011 and
31 August 2012 971 6,163 7,134 97,051 68,480 165,531
------------------------- --------- --------- -------- --------- --------- --------
At a general meeting held in the previous reporting year (23
February 2011) the share capital of the Company was reorganised.
Each of the 68,480,067 then existing 10p ordinary shares 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. The number of 1p
ordinary shares in issue was therefore 97,051,496 and the number of
9p deferred shares was 68,480,067. There have been no movements to
share capital during the current year.
No new share certificates were issued in respect to the ordinary
shares of 1p each, the existing certificates continuing to be valid
and accepted as evidence of title. The holders of ordinary shares
of 1p each are entitled to receive dividends as declared from time
to time and are entitled to one vote per share at meetings of the
Company. All the ordinary shares of 1p each rank equally with
regard to the Company's residual assets.
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; and
-- No share certificates have or will be issued for any of the deferred shares.
9. Net cash flow from operations
31 August 31 August
2012 2011
GBP000 GBP000
-------------------------------------------------- ---------- ----------
Loss for the year (12,159) (2,954)
Depreciation of property, plant and equipment 676 776
Amortisation of intangible assets 851 1,058
Impairment of intangible assets 1,424 490
Impairment of goodwill 9,000 -
Share-based payments - 18
Finance income (3) (14)
Finance expense 592 454
Income tax credit (755) (1,212)
-------------------------------------------------- ---------- ----------
EBITDA* (374) (1,384)
-------------------------------------------------- ---------- ----------
Gain on sale of property, plant and equipment
and intangible fixed assets (1) (14)
Decrease in inventories 1,438 686
Decrease in trade and other receivables 553 2,331
Decrease in trade, other payables and provisions (608) (2,927)
-------------------------------------------------- ---------- ----------
1,382 76
-------------------------------------------------- ---------- ----------
Cash generated from/(utilised in) operations 1,008 (1,308)
-------------------------------------------------- ---------- ----------
* 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
2012 2011
GBP000 GBP000
--------------------------------------------------- ---------- ----------
Net (decrease)/increase in cash, cash equivalents
and bank overdrafts (437) 4,953
New loans (2,800) (11,870)
Repayment of loans 2,646 5,473
Other non-cash movements (101) 235
--------------------------------------------------- ---------- ----------
Increase in net debt (692) (1,209)
Opening net debt (6,905) (5,696)
--------------------------------------------------- ---------- ----------
Closing net debt (7,597) (6,905)
--------------------------------------------------- ---------- ----------
11. Cash and cash equivalents
31 August 31 August
2012 2011
GBP000 GBP000
----------------------------------------------- ---------- ----------
Cash at bank and in hand, being cash and cash
equivalents in the Consolidated Statement of
Financial Position 327 756
Less overdrafts included in borrowings (9) -
----------------------------------------------- ---------- ----------
Cash, cash equivalents and bank overdrafts in
the Consolidated Statement of Cash Flows 318 756
----------------------------------------------- ---------- ----------
12. 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 2012 and the year ended 31 August
2011.
The financial statements for the year ended 31 August 2011 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 2012 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 2012 are expected to be posted to
shareholders in mid January 2013 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.
13. Annual General Meeting
The Annual General Meeting will be held at the offices of Arnold
& Porter (UK) LLP, Tower 42, 25 Old Broad Street, London EC2N
1HQ on Friday 22 February 2013.
ABOUT ARMOUR
Armour Group is the United Kingdom's leading consumer
electronics group within the home entertainment 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 190 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 5,000 retail outlets within the UK and
to customers in 65 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 the following 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
END
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