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Armour Trust PLC (AMR)

  Print      Mail a friend       Annual reports

Wednesday 15 November, 2000

Armour Trust PLC

Preliminary Results

Armour Trust PLC
15 November 2000

                      ARMOUR TRUST PLC ('ARMOUR TRUST ')

       Preliminary Results for the sixteen months ended 31 August 2000

Chairman's Statement

Over the past 16 months, Armour Trust plc has completed its move into the new
economy through the acquisition of Autoleads Limited and the creation of the
Audio Electronics Division; the Group has also successfully completed the
disposal of all of its old economy businesses. The results of these actions
mean that the Group now has a strong balance sheet with net cash of £4.7
million, a profitable trading division and will be able to focus the future
development of the Group within the technology sector.

Change of Accounting Date and Results

As reported in the circular for the disposal of Polco Products Limited, which
was sent to you on 12 July 2000, the Board has changed the accounting
reference date of the Group from 30 April to 31 August, thus extending this
reported accounting period to sixteen months. The change was made to ensure
that the financial effects of the major disposals and reorganisations were
accounted for in one period.

In the sixteen months ended 31 August 2000, profit before taxation and
goodwill was £5.5 million (twelve months to 30 April 1999: £0.7 million) and
underlying earnings per share before goodwill and exceptional items were 2.1p
(twelve months to 30 April 1999: 1.6p). Sales were £30.3 million (twelve
months to 30 April 1999: £20.8 million). Shareholders' funds increased by £5.0
million from £3.2 million to £8.2 million. The Group generated £8.2 million of
cash eliminating net borrowings of £3.5 million and leaving the Group with net
cash of £4.7 million at 31 August 2000.


The Board is recommending a final dividend of 0.37p per share (30 April 1999:
nil) payable on 19 February 2001 to shareholders on the register on 19 January
2001. Future dividends will be determined after due consideration of the
Group's performance as well as any other circumstances that may exist at the
time that the dividends are declared or recommended.

Audio Electronics Division

The Audio Electronics Division, which was created by bringing together the
businesses of Autoleads and Radiomobile, has proved to be a successful and
strong business with critical size. Since the division was formed in January
2000, it has performed well with both sales and profit showing strong growth
on the prior year. Its future prospects are promising.


People in any business are critical to its success; this is particularly true
in periods of considerable change. Your Board has been impressed by the
commitment and professionalism of the Group's employees, both those in the
continuing businesses and those in the businesses that the Group has sold. I
would like to publicly acknowledge the Board's appreciation of their efforts,
positive attitude and co-operation in this period. On behalf of the Board, I
would also like to thank our customers, suppliers and professional advisers
for their continued support and valued advice.


The Group has achieved a considerable amount in the last sixteen months and is
now better prepared than at any time since the current Board has been together
to move forward and deliver sustained growth in shareholder value and critical

The Audio Electronics Division has started the new financial year strongly and
in line with the Board's expectations. In addition, the Board is now focusing
on various opportunities that will extend the Group's interests in technology
markets as well as further developing the Audio Electronics Division. The
Board remains confident that the year to August 2001 will bring tangible
benefits to the Group and its shareholders.

Roger A Pinnington


14 November 2000


George Dexter, Chief Executive

Tel: 01892 502700

Consolidated profit and loss account
for the sixteen months ended 31 August 2000

Sixteen months     Twelve
ended              months ended

31 August 2000     30 April 1999
                                 Note   Excluding  Goodwill     Total     Total
                                             £000      £000      £000      £000
Continuing operations                       5,228         -     5,228     4,422
Acquisitions                                5,760         -     5,760         -
Discontinued operations                    19,351         -    19,351    16,328

                                    2      30,339         -    30,339    20,750

Operating profit
Continuing operations                       (663)         -     (663)     (285)
Acquisitions                                  684      (77)       607         -
Discontinued operations                     1,161         -     1,161     1,370

                                    2       1,182      (77)     1,105     1,085

Income from fixed asset
Discontinued operations                         -         -         -         1
(Loss)/profit on sale of                    4,937   (8,397)   (3,460)        90
discontinued operations
Amounts written off investments
Discontinued operations                     (250)         -     (250)         -

                                            4,687   (8,397)   (3,710)        91

(Loss)/profit on ordinary                   5,869   (8,474)   (2,605)     1,176
activities before interest

Net Interest                                                    (328)     (452)

(Loss)/profit on ordinary                                     (2,933)       724
activities before taxation
Taxation on (loss)/profit on        3                           (322)         -
ordinary activities

(Loss)/profit on ordinary                                     (3,255)       724
activities after taxation
Equity dividends                    4                           (150)         -

(Loss)/profit for the period                                  (3,405)       724

(Loss)/earnings per ordinary        5
Basic                                                          (8.1)p      1.8p
Basic - underlying                                               2.1p      1.6p
Diluted                                                        (8.0)p      1.8p
Diluted - underlying                                             2.0p      1.6p

Consolidated statement of total recognised gains and losses

for the sixteen months ended 31 August 2000
(Loss)/profit for the period                                (3,255)         724
Currency translation differences on foreign currency              2           1
net investments

Total recognised gains and losses relating to the           (3,253)         725

Consolidated balance sheet

at 31 August 2000

                                                           31 August   30 April
                                                                £000       £000
Fixed assets
Intangible assets                                              1,343         55
Tangible assets                                                  490      2,399
Investments                                                      200        250

                                                               2,033      2,704

Current assets
Stocks                                                         2,186      3,736
Debtors                                                        2,478      4,542
Cash at bank and in hand                                       4,678         43

                                                               9,342      8,321

Creditors: amounts falling due within                        (3,166)    (4,687)
one year

Net current assets                                             6,176      3,634

Total assets less current liabilities                          8,209      6,338

Creditors: amounts falling due after                               -    (3,000)
more than one year
Provision for liabilities and charges                              -      (134)

Net assets                                                     8,209      3,204

Capital and reserves
Called up share capital                                        4,041      4,030
Share premium account                                          5,586      5,586
Revaluation reserve                                                -          8
Merger reserve                                                     -        848
Profit and loss account                                      (1,418)    (7,268)

Equity shareholders' funds                                     8,209      3,204

Consolidated cash flow statement

for the sixteen months ended 31 August 2000
                                                Sixteen months   Twelve months
                                                         ended           ended
                                          Note  31 August 2000   30 April 1999
                                                  £000    £000    £000    £000

Net cash (outflow)/inflow from operating  6(a)         (1,409)           2,018

Returns on investments and servicing of
Interest paid                                    (505)           (370)
Interest received                                   62               8
Income from fixed asset investments                  -               1
Interest element of finance lease                 (10)               -

Net cash outflow from returns on                         (453)           (361)
investments and servicing of finance

Corporate taxation paid                                  (126)            (19)

Capital expenditure and financial
Payments to acquire tangible assets              (825)           (373)
Sale of tangible assets                          1,063             370
Purchase of investments                          (200)               -

Net cash inflow/(outflow ) from capital                     38             (3)
expenditure and financial investment

Acquisitions and disposals
Payments to acquire subsidiary                 (1,951)            (55)
Net overdraft acquired with subsidiary           (276)               -
Sale of subsidiary undertakings and             12,466             330

Net cash inflow from acquisitions and                   10,239             275

Equity dividends paid                                        -            (75)

Net cash inflow before financing                         8,289           1,835

Issue of ordinary share capital                     11               -
Capital element of finance lease rental          (111)               -

Net cash outflow from financing                          (100)               -

Net cash inflow after financing, being
Increase in cash in the period            6(b)           8,189           1,835

Notes to the preliminary financial information

 1. Basis of preparation

    The financial information set out in this announcement does not constitute
    the company's financial statements for the sixteen months ended 31 August
    2000 and the year ended 30 April 1999. Financial statements for the twelve
    months ended 30 April 1999 have been delivered to the Registrar of
    Companies. The auditors have reported on those accounts; their reports
    were unqualified and did not contain statements under section 237 (2) or
    (3) of the Companies Act 1985.

    Full audited accounts of Armour Trust plc for the sixteen months ended 31
    August 2000 are expected to be posted to shareholders not later than 29
    November 2000 and will be available to the public at the company's
    registered office, Lonsdale House, 7-9 Lonsdale Gardens, Tunbridge Wells,
    TN1 1NU from that date.

 2. Turnover and operating profits

During the period the company sold its subsidiary undertakings, Airfresh (UK)
Limited and Bluecol Brands Limited on 28 April 2000, and Polco Products
Limited on 28 July 2000.

The figures for the sixteen months ended 31 August 2000 and the comparative
figures for the twelve months to 30 April 1999 have been restated to reflect

Sixteen months ended 31 August 2000
                        Continuing                   Discontinued
                        operations  Acquisitions       operations         Total
                              £000          £000             £000          £000

Turnover                     5,228         5,760           19,351        30,339

Operating expenses         (5,891)       (5,153)         (18,190)      (29,234)

Operating (loss)/profit      (663)           607            1,161         1,105

Twelve months ended 30 April 1999
                              Continuing         Discontinued
                              operations           operations             Total
                                    £000                 £000              £000

Turnover                           4,422               16,328            20,750

Operating expenses               (4,707)             (14,958)          (19,665)

Operating (loss)/profit            (285)                1,370             1,085

Notes to the preliminary financial information (continued)

    3.     Taxation

No taxation liability arises on the UK profit for the year due to utilisation
of tax losses brought forward.

The charge to the profit and loss account for the period arises from £24,000
of overseas taxation and the write off of an Advance Corporation Tax asset of
£298,000 which, as a result of the disposals, is no longer considered

   4.     Dividends

    A final dividend of 0.37p per share is being proposed for the sixteen
    months ended 31 August 2000 (April 1999: £Nil).

   5.     Earnings per ordinary share

Basic headline earnings per share is calculated by dividing the loss for the
period of £3,255,000 (1999: Profit of £724,000) by the weighted average number
of ordinary shares in issue during the period of 40,251,415 (1999:

Underlying earnings per share is also shown calculated by reference to
earnings before the amortisation of goodwill, non-operating exceptional items
and the write off of unrecoverable Advance Corporation Tax. The Directors
consider that this gives a useful additional indication of underlying

Diluted earnings per share is calculated with reference to 40,615,032 (1999:
40,603,971) ordinary shares. The effect of exercise of options on the weighted
average number of shares in issue is 363,617 (1999: 302,000).

                            Sixteen months ended 31  Twelve months ended 30
                                        August 2000              April 1999
                              £'000 Basic p Diluted   £'000 Basic p Diluted
                                                  p                       p

(Loss)/profit for the       (3,255)   (8.1)   (8.0)     724     1.8     1.8
Amortisation of goodwill         77     0.2     0.2       -       -       -
Loss/(profit) on sale of      3,460     8.7     8.5    (90)   (0.2)   (0.2)
discontinued operations
Amounts written off             250     0.6     0.6       -       -       -
Write off of unrecoverable      298     0.7     0.7       -       -       -
Advance Corporation Tax

Underlying earnings             830     2.1     2.0     634     1.6     1.6

Notes to the preliminary financial information (continued)

    6.      Group cash flow statement

(a) Reconciliation of operating profit to net cash (outflow)/inflow from
operating activities:
                                                          31 August    30 April
                                                               2000        1999
                                                               £000        £000

Operating profit                                              1,105       1,085
Depreciation and other amounts written off tangible             674         418
fixed assets
Amortisation of goodwill                                         77           -
(Increase)/decrease in stocks                               (2,677)       1,166
(Increase)/decrease in debtors                              (1,872)         233
Increase/(decrease) in creditors                              1,501       (881)
Decrease in provisions                                        (134)         (3)
Profit on disposal of tangible fixed assets                    (83)           -

Net cash (outflow)/inflow from operating activities         (1,409)       2,018

(b) Net cash/(debt)
                             Short-term borrowings     Long-term
                                  Cash        Bank    borrowings            Net
                               At bank  overdrafts    Term-loans    Cash/(debt)
                                  £000        £000          £000           £000

Net debt at 1 May 1999              43       (554)       (3,000)        (3,511)
Increase in cash                 4,635         554         3,000          8,189

Net cash at 31 August 2000       4,678           -             -          4,678