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Armour Trust PLC (AMR)

  Print      Mail a friend       Annual reports

Monday 21 May, 2001

Armour Trust PLC

Interim Results

Armour Trust PLC
21 May 2001

                     Armour Trust plc Interim Report 2001


                            CHAIRMAN' S STATEMENT




RESULTS AND DIVIDEND

Following the change of the Group's reporting date to 31 August, this interim
statement reports on the results for the six months to 28 February 2001, which
is the new half year reporting date. The comparative figures presented are for
the six months to 29 February 2000.

I am pleased to report that, in the first six months to 28 February 2001, the
Group has traded well and is ahead of budget. The results reflect the change
in structure of the Group, following the completion of last year's planned
disposal programme. The benefits of these changes are seen in the improved
levels of shareholder funds and the net cash position in comparison to last
year at the interim stage. As at 28 February 2001, shareholder funds were £8.3
million (six months to 29 February 2000: £3.4 million) and the net cash
position was £3.6 million (six months to 29 February 2000: Net debt of £5.4
million). Sales were £5.3 million (six months to 29 February 2000: £13.8
million); profit before taxation was £0.1 million (six months to 29 February
2000: £0.2 million) and basic underlying earnings per share were 0.3p (six
months to 29 February 2000: 1.3p).

The Board is not recommending an interim dividend. No interim dividend was
recommended during the sixteen months to 31 August 2000.

OPERATIONS

The Audio Electronics division has seen continuing growth assisted by the
availability of additional working capital, which was released through the
cash generated from the disposal programme last year. In the first half of the
year, the Divisional operating profit of £361,000, before amortisation, was
ahead of budget and 37% up on last year. The management's focus on customer
service, product quality and innovation is the driving force behind this
success. All three key product groups of Autoleads, Kicker and RM Audio, the
re-branded Radiomobile range, have made a strong and positive contribution to
the Division's performance.


The Autoleads brand remains the core range in the Division with the continuing
success of its high quality products such as the cellular telemute lead and
the further expansion of business with the blue chip customer base. RM Audio
has fulfilled our expectations following last year's cost rationalisation
programme, with the performance of the re-branded RM Audio range showing an
enhanced and positive contribution in the first half of the year. Our Kicker
Europe hub has built steadily on the good start made last year with a
satisfying increase in like for like sales coming from an ever widening dealer
network as well as good distributor and customer support.


CHANGE OF AUDITORS


The Board has taken the decision to change the Group's Auditors to BDO Stoy
Hayward from KPMG Audit plc. This decision was taken after a competitive
tender process and forms part of an ongoing review of the Group's operations.
The Board would like to thank KPMG Audit plc for the professional service and
support that it has provided to the Group over the recent years.


ACQUISITIONS


In the first six months of this financial year, the Group has reviewed
numerous acquisition opportunities. One particular opportunity was clearly
identified as meeting the criteria set by the Board and was pursued with our
negotiations reaching an advanced stage. Unfortunately, during the course of
our due diligence investigation, matters came to light that made it necessary
for us to revise our offer; this revised offer was not acceptable to the
vendors and consequently we withdrew from the negotiations. The costs
associated with this aborted acquisition have been expensed in the period.


The search for new business opportunities and acquisitions remains a focus of
the Group and the Board is confident that the right opportunity will be found.


OUTLOOK


The Audio Electronics division has started the second half of the year with
the continuation of its first half above budget performance. The seasonally
busier summer months are yet to come, which supports the expectation that the
Division will meet its full year forecast. The Group remains financially
strong and continues to be well placed to pursue its interest in the
technology markets through both organic development and acquisition.

ROGER A PINNINGTON

Chairman

18th May 2001



                     Armour Trust plc Interim Report 2001


                     CONSOLIDATED PROFIT AND LOSS ACCOUNT
                     FOR THE SIX MONTHS TO 28 FEBRUARY 2001

                                                Six         Six  Sixteen months
                                                                             to
                                          months to   Months to
                                                 28 29 February       31 August
                                           February
                                               2001        2000            2000
                                   Notes (Unaudited) (Unaudited)       (Audited)
                                               £000        £000            £000

Turnover
Continuing operations                         5,299       4,104          10,988
Discontinued operations                           -       9,712          19,351
                                   2(a)       5,299      13,816          30,339

Operating (loss)/profit
Continuing operations                            21        (89)              21
Amortisation of goodwill on
continuing operations                          (36)        (36)            (77)
Discontinued operations                           -         840           1,161
                                   2(b)        (15)         715           1,105

Loss on sale of discontinued
operations                           3            -           -         (3,460)
Amounts written off investments
Discontinued operations              4            -       (250)           (250)
                                                  -       (250)         (3,710)
(Loss)/profit on ordinary
activities before interest                     (15)         465         (2,605)
Net interest                                     76       (226)           (328)

Profit/(loss) on ordinary
activities before taxation                       61         239         (2,933)
Taxation on profit/(loss) on
ordinary activities                  5            -        (12)           (322)
Profit/(loss) on ordinary
activities after taxation                        61         227         (3,255)
Equity dividends                     6            -           -           (150)
Profit/(loss) for the period         7           61         227         (3,405)
retained
Earnings/(loss) per ordinary share   9
Basic                                          0.2p        0.6p          (8.1)p
Basic - underlying                             0.3p        1.3p            2.1p
Diluted                                        0.2p        0.6p          (8.0)p
Diluted - underlying                           0.3p        1.3p            2.0p







                     Armour Trust plc Interim Report 2001

                                BALANCE SHEETS



AS AT 28 FEBRUARY 2001

                                                        28         29       31
                                                  February   February   August
                                                      2001       2000     2000
                                          Notes (Unaudited) (Unaudited)
(Audited)
                                                   £000          £000     £000
Fixed assets
Intangible assets                                    1,307      1,435    1,343
Tangible assets                                        451      2,142      490
Investments                                            200          -      200
                                                     1,958      3,577    2,033
Current assets
Stocks                                               2,543      7,013    2,186
Debtors                                              2,490      6,769    2,478
Cash at bank and in hand                             3,646      1,104    4,678
                                                     8,679     14,886    9,342
Creditors: amounts falling due within one
year
Borrowings                                               -    (6,475)        -
Other                                              (2,365)    (8,578)  (3,166)
                                                   (2,365)   (15,053)  (3,166)
Net current assets/(liabilities)                     6,314      (167)    6,176
Net assets                                           8,272      3,410    8,209
Capital and reserves
Called up share capital                              4,043      4,033    4,041
Share premium account                                5,586      5,586    5,586
Profit and Loss Account                            (1,357)    (6,209)  (1,418)
Equity shareholders' funds                  7        8,272      3,410    8,209



                       CONSOLIDTAED CASH FLOW STATEMENT

FOR THE SIX MONTHS TO 28 FEBRUARY 2001
                                                 Six months Six months  Sixteen
                                                         to         to   months
                                                                             to
                                                         28         29       31
                                                   February   February   August
                                                       2001       2000     2000
                                           Notes (Unaudited) (Unaudited)
(Audited)
                                                       £000       £000     £000

Net cash (outflow)/inflow from operating   8(a)       (645)        668  (1,409)
activities
Returns on investment and servicing of
finance
Interest paid                                          (10)      (182)    (505)
Interest received                                        92          -       62
Interest element of finance lease rentals               (6)        (5)     (10)
Net cash inflow/(outflow) from returns on
investment and servicing of finance                      76      (187)    (453)
Corporate taxation paid                                (78)      (107)    (126)
Capital expenditure and financial
investment
Payments to acquire tangible fixed assets             (123)      (283)    (825)
Sale of tangible fixed assets                            32        700    1,063
Purchase of investments                                   -          -    (200)
Net cash (outflow)/inflow from capital
expenditure
and financial investment                               (91)        417       38
Acquisitions and disposals
Payments to acquire subsidiary                        (125)      (509)  (1,951)
undertakings
Net overdraft acquired with subsidiary                    -          -    (276)
undertaking
Sale of subsidiary undertakings                           -          -   12,466
Net cash (outflow)/inflow from                        (125)      (509)   10,239
acquisitions and disposals
Equity dividends paid                                 (129)          -        -
Net cash (outflow)/inflow before financing            (992)        282    8,289
Financing
Issue of ordinary share capital                           2          3       11
Capital element of finance lease rental                (42)       (37)    (111)
repayments
Net cash outflow from financing                        (40)       (34)    (100)
Net cash (outflow)/inflow after            8(b)     (1,032)        248    8,189
financing,being the (decrease)/ increase
in cash in the period



                     Armour Trust plc Interim Report 2001


        1      BASIS OF PREPARATION


The interim financial statements have been prepared on the basis of accounting
policies consistent with those set out in the Group's Annual Report and
financial statements for the sixteen months to 31 August 2000.


Following the change of reporting date to 31 August, these interim figures
have been drawn up for the six months to 28 February 2001. The results of the
Group for the six months to 28 February 2001, and the comparative figures for
the six months to 29 February 2000, are unaudited. The comparative figures for
the six months to 29 February 2000 take into account the final calculations of
purchased goodwill on the acquisition of Autoleads Limited, the amortisation
of that goodwill and the Group's taxation position as stated in the audited
financial statements for the sixteen months to 31 August 2000.


The results for the sixteen months ended 31 August 2000 have been extracted
from the latest audited financial statements, which have been delivered to the
Registrar of Companies. The Auditors' Report was unqualified and did not
contain a statement under Section 237(2) or (3) of the Companies Act 1985.




2 SEGMENTAL I NFORMATION


( A) TURNOVER



                         Six months to     Six months to      Sixteen months to

                           28 February       29 February              31 August

                                  2001              2000                   2000

                           (Unaudited)       (Unaudited)              (Audited)
                                  £000              £000                   £000

Continuing operations
Audio Electronics                5,299             4,104                 10,988

Discontinued operations
Automotive aftermarket               -             9,712                 19,351
                                 5,299            13,816                 30,339





( B) OPERATING (LOSS)/PROFIT
                                                                Sixteen months
                            Six months        Six months                    to
                                    to                to
                                                                     31 August
                           28 February       29 February
                                                                          2001
                                  2001              2000
                           (Unaudited)       (Unaudited)             (Audited)
                                  £000              £000                  £000

Audio Electronics                  361               264                   684
Central operations               (340)             (353)                 (663)
Amortisation of goodwill          (36)              (36)                  (77)

Continuing operations             (15)             (125)                  (56)
Discontinued operations
Automotive aftermarket               -               840                 1,161

Total operating (loss)/           (15)               715                 1,105
profit


3     LOSS ON SALE OF DISCONTINUED OPERATIONS

In April 2000, the Group sold Airfresh (UK) Limited and Bluecol Brands Limited
for a gross consideration of £10.5 million of which £7.2 million was for the
shares and £3.3 million was for the repayment of intra-group loans. In July
2000, the group sold Polco Products Limited for a gross consideration of £1.5
million. The profit/(loss) made on the disposals is shown below:

                                     Airfresh (UK)

                                       Limited and
                                                            Polco
                                    Bluecol Brands
                                                         Products
                                           Limited
                                                          Limited         Total
                                              £000           £000          £000

Profit/(loss) on disposal                    5,875          (938)         4,937
Goodwill written back from reserves        (5,753)        (2,644)       (8,397)

                                               122        (3,582)       (3,460)



4      AMOUNTS WRITTEN OFF INVESTMENTS

In December 1999, Denham Holdings Limited went into receivership. Accordingly,
the 250,000 £1 preference shares held in Denham Holdings Limited were written
off to the Profit and Loss Account.


NOTES TO THE FINANCIAL STATEMENTS CONTINUED


5      TAXATION ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES
                                                                        Sixteen
                                                   Six months         months to
                                  Six months               to
                                          to                          31 August
                                                           29
                                          28         February              2001
                                    February
                                                         2000
                                        2001
                                  (Unaudited)       (Unaudited)        
(Audited)
                                        £000             £000              £000

Overseas taxation                          -             (12)              (24)
Write off of unrecoverable                 -                -             (298)
Advance Corporation Tax                    
                                           -             (12)             (322)



6      EQUITY DIVIDENDS
                                                                        Sixteen
                                                      Six months         months
                                     Six months               to             to
                                             to
                                                              29             31
                                             28         February         August
                                       February
                                                            2000           2001
                                           2001
                                     (Unaudited)       (Unaudited)      
(Audited)
                                           £000             £000           £000

Proposed dividend of Nil p (29
February 2000: Nil p and 31 August
2000: 0.37p) per share                        -                -          (150)
                                              



7      RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS
                                                                        Sixteen
                                                     Six months       months to
                                    Six months               to
                                            to                        31 August
                                                             29
                                            28         February            2001
                                      February
                                                           2000
                                          2001
                                    (Unaudited)       (Unaudited)      
(Audited)
                                          £000             £000            £000

Profit/(loss) for the period                61              227         (3,255)
Equity dividends                             -                -           (150)

Profit/(loss) for the period                61              227         (3,405)
retained
New share capital subscribed                 2                3              11
Reinstatement of goodwill in
respect of disposals                         -                -           8,397
Currency translation differences on
foreign currency investments                 -                -               2
Net movement in equity
shareholders' funds                         63              230           5,005
Opening equity shareholders' funds
                                         8,209            3,180           3,204
Closing equity shareholders' funds       8,272            3,410           8,209

8 (A)      RECONCILIATION OF OPERATING (LOSS)/PROFIT TO NET CASH
(OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES


                                                                        Sixteen
                                                   Six months         months to
                                  Six months               to
                                          to                          31 August
                                                           29
                                          28         February              2001
                                    February
                                                         2000
                                        2001
                                  (Unaudited)       (Unaudited)        
(Audited)
                                        £000             £000              £000

Operating (loss)/profit                 (15)              715             1,105
Depreciation of tangible fixed
assets                                   131              308               674
Amortisation of goodwill                  36               36                77
Increase in stocks                     (357)          (1,033)           (2,677)
Increase in debtors                     (12)          (1,068)           (1,872)
(Decrease)/increase in creditors       (427)            1,819             1,501
Decrease in provisions                     -             (30)             (134)
Profit on disposal of tangible           (1)             (79)              (83)
fixed assets
Net cash (outflow)/inflow from         (645)              668           (1,409)
operating activities

8 (B)      NET CASH
                                                        Cash at        Net cash

                                                           bank
                                                           £000            £000

Net cash at 31 August 2000                                4,678           4,678
Decrease in cash                                        (1,032)         (1,032)
Net cash at 28 February 2001                              3,646           3,646



                 Notes to the Financial Statements continued






 9. Earnings Per Share

    Basic earnings per share is calculated using the weighted average number
    of shares in issue during the period of 39,460,032 (29 February 2000:
    40,321,751 and 31 August 2000: 40,251,415).


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

                                          28 February  29 February   31 August

                                                 2001         2000       2000

                                          (Unaudited)  (Unaudited)     (Audited)
    Basic earnings per ordinary share      £000     p   £000     p    £000    p
    Profit/(loss) for the period             61   0.2    227   0.6  (3,255)(8.1)
 
    Amortisation of goodwill                 36   0.1     36   0.1      77  0.2 

    Loss on the sale of discontinued          -     -      -     -   3,460  8.7 
    operations

    Amounts written off investments           0     0    250   0.6     250  0.6 

    Write off of unrecoverable Advance        -     -      -     -     298  0.7 
    Corporate Tax

    Underlying earnings                      97   0.3    513   1.3     830  2.1 




    Diluted earnings per share is calculated with reference to 39,870,301 (29
    February 2000: 40,603,814 and 31 August 2000: 40,615,032) ordinary shares.

                                           Six months  Six months   Sixteen     
                                                   to          to   months to

                                          28 February 29 February   31 August

                                                 2001        2000        2000

                                          (Unaudited) (Unaudited)      (Audited)
    Diluted earnings per ordinary share     £000    p   £000    p   £000      p
    Profit/(loss) for the period              61  0.2    227  0.6 (3,255)  (8.0)
    Amortisation of goodwill                  36  0.1     36  0.1     77    0.2
    Loss on the sale of discontinued           -    -      -    -  3,460    8.5
    operations
    Amounts written off investments            -    -    250  0.6    250    0.6
    Write off of unrecoverable Advance         -    -      -    -    298    0.7
    Corporation Tax
    Underlying earnings                       97  0.3    513  1.3    830    2.0




10. Copies of the Interim Report

Copies of this interim report are being sent to shareholders and will also be
made available upon request to members of the public at the Company's
Registered Office, Lonsdale House, 7-9 Lonsdale Gardens, Tunbridge Wells, Kent
TN1 1NU.