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Armour Group PLC (AMR)

  Print      Mail a friend       Annual reports

Tuesday 26 October, 2004

Armour Group PLC

Final Results

Armour Group PLC
26 October 2004


                       ARMOUR GROUP PLC ('ARMOUR GROUP ')

             Preliminary Results for the year ended 31 August 2004


                              FINANCIAL HIGHLIGHTS


   • Sales of £31.1 million (2003: £16.1 million) up 94%

   • Profit before interest, taxation and amortisation of goodwill of £3.7
     million (2003: £1.3 million) up 173%

   • Profit before taxation of £2.9 million (2003: £1.4 million) up 105%

   • Cash inflow from operating activities of £2.5 million (2003: £1.3
     million) up 94%

   • Recommended dividend of 0.45p (2003: 0.35p) up 29%

   • Underlying earnings per share of 4.7p (2003: 2.7p) up 74%

                              CHAIRMAN'S STATEMENT

RESULTS AND DIVIDEND

I am pleased to report another record set of results for Armour Group plc for
the year ended 31 August 2004. The Group's operating profit after amortisation
of goodwill rose by 149% to £3.1 million (31 August 2003: £1.2 million). Group
sales were up 94% at £31.1 million (31 August 2003: £16.1 million). Basic
underlying earnings per share increased by 74% to 4.7p (31 August 2003: 2.7p).
Equity shareholders' funds were £16.4 million (31 August 2003: £9.5 million
restated) and the Group's net debt position was £2.6 million (31 August 2003:
Net funds £3.4 million).

The Board is recommending a dividend for the year of 0.45p (31 August 2003:
0.35p) per ordinary share, which represents a 29% increase over last year. The
dividend is payable on 7 January 2005 to shareholders on the register on 10
December 2004.

ARMOUR AUTOMOTIVE

The Auto Electronics Division, which has changed its name to Armour Automotive,
has delivered another year of excellent results with good organic growth in our
proprietary brands and a full year's contribution from the acquisition of
Continental Technologies and Investments Ltd ('CTI') made in March 2003.

Our proprietary brands of Autoleads, the specialist range of connectivity
solutions for in-car entertainment and communications, CTI, the specialist range
of GSM and GPS aerials and antennae for the automotive and marine aftermarkets,
RM Audio, the range of in-vehicle customer branded speakers and head units, and
Veba, the range of in-car audio-visual entertainment systems, generate 91% of
the Division's sales.



In March 2004, we successfully added to our impressive proprietary brand
portfolio with the launch of Mutant, a new range of affordable high quality
amplifiers and speakers for the in-car market. Mutant has been well received
with its products being listed by the two major retail chains in the automotive
aftermarket, Halfords and Motorworld, as well as a large number of the
specialist independent retailers.

The organic growth in sales of our proprietary brands in the year ended 31
August 2004 was 15%, with Veba leading the way with an increase of more than 70%
over the prior year.

The brands have leading positions in their respective markets and combine to
make our products and services in the in-car entertainment and communications
market unique in Europe.

ARMOUR HOME ELECTRONICS

The Armour Home Electronics division, which was formed on 31 October 2003
through the acquisitions of Veda Products Limited ('Veda'), QED Audio Products
Limited ('QED'),
Goldring Products Limited ('Goldring') and Integrated Media Installations
Limited ('IMI'), has had a profitable ten months in the Group. The acquisitions
have been earnings enhancing for the Group in the year ended 31 August 2004.

Over the last ten months, the operations have been streamlined from four
businesses into two - one business designs, manufactures and sells products into
the hi-fi, home theatre and home entertainment market and the other provides
specialist custom design and installation services to home builders, architects
and homeowners in the home automation market. The product based business
represents 87% of the Division's sales, whilst the service based business
accounts for the remaining 13%.

Our proprietary brands and services, which include the award-winning QED, a
range of interconnects and cables, Systemline, a range of multi-room
entertainment systems, Sound Style and Sound Organisation, a range of furniture,
Goldring, a range of turntables and styli and IMI's custom install services
account for 76% of the Division's sales. The balance of the Division's sales of
24% come from high quality third party brands, which include Linn, Grado,
Imerge, Sonance and Mission.

The acquisition of QED, Veda, Goldring and IMI and their integration to form
Armour Home Electronics has created one of the leading businesses in the United
Kingdom in the specialist hi-fi and home entertainment markets.

RESEARCH AND PRODUCT DEVELOPMENT

The Group's organic growth will continue to be driven by our investment in
research and product development, which is a fundamental part of the Group's
strategy. Both divisions have dedicated teams of software and hardware engineers
as well as industrial designers, who are developing the next generation of
products. In the year ended 31 August 2004, the Group's expenditure on research
and product development was £0.8 million, with over 250 new products being
brought to market by Armour Automotive and over 170 by Armour Home Electronics.




PEOPLE

The continuing success of the Group is a reflection of the hard work, dedication
and professionalism of the people that we have in the Group. Once again, I would
like to acknowledge the Board's appreciation of their commitment and efforts
over the last year.

POST BALANCE SHEET EVENTS
Acquisition

On 23 September 2004, the Group announced the acquisition of The Hi-End Limited
('Hi-End'), which provides specialist retro-fit design, integration and
installation services for home theatre and home automation systems.

Hi-End, which will be integrated within our existing custom install business,
will strengthen our operational activities and complement our sales by enabling
our service based business to cover the new build pre-wire and retro-fit
markets.

The consideration, payable in cash from the Group's existing facilities, totals
£1.75 million of which £1.6 million was paid on completion with the balance
being payable three months after completion. The net assets acquired at
completion of £0.4 million, which included £0.3 million in cash, generated an
attributable profit before taxation of £0.28 million in the year ended 31
December 2003 on sales of £1.2 million.

The acquisition is expected to be earnings enhancing in the year to 31 August
2005.

OUTLOOK

The Group has strong brands, products, management and financial resources. The
Board is confident of the Group's prospects for the current financial year.



BOB MORTON
Chairman
26 October 2004


Consolidated Profit and Loss Account
For the year ended 31 August 2004

                                                               31 August 2004             31 August 2003
                                               Note       Excluding    Amortisation    
                                                    amortisation of              of  
                                                           goodwill        goodwill    Total           Total
                                                    ---------------------------------------------------------
Turnover
Continuing operations                                        18,736               -   18,736          16,075
Acquisitions                                      2          12,377               -   12,377               -
                                                    ---------------------------------------------------------
                                                             31,113               -   31,113          16,075
                                                    ---------------------------------------------------------
Operating profit
Continuing operations                                         2,266            (133)   2,133           1,236
Acquisitions                                      2           1,411            (466)     945               -
                                                    ---------------------------------------------------------
                                                              3,677            (599)   3,078           1,236
                                                    ---------------------------------------------------------
Amounts written back to investments
Continuing operations                                                                      -              24
                                                    ---------------------------------------------------------
Profit on ordinary activities before interest                                          3,078           1,260
Net interest                                                                            (200)            141
                                                    ---------------------------------------------------------
Profit on ordinary activities before taxation                                          2,878           1,401
Taxation on profit on ordinary activities          3                                  (1,131)           (406)
                                                    ---------------------------------------------------------
Profit on ordinary activities after taxation                                           1,747             995
Dividend                                           4                                    (237)           (138)
                                                    ---------------------------------------------------------
Profit for the year retained                                                           1,510             857
                                                    ---------------------------------------------------------
Earnings per ordinary share                        5
Basic                                                                                    3.5p            2.5p
Basic - underlying                                                                       4.7p            2.7p
Diluted                                                                                  3.3p            2.5p
Diluted - underlying                                                                     4.4p            2.7p
                                                    ---------------------------------------------------------


Consolidated Statement of Total Recognised Gains and Losses
For the year ended 31 August 2004


                                                                -----------------------------------
                                                                  31 August 2004    31 August 2003
                                                                            £000              £000
                                                                -----------------------------------
Profit for the year                                                        1,747               995
Currency translation differences on foreign currency net investments          (7)               (1)
                                                                -----------------------------------
Total recognised gains and losses relating to the year                     1,740               994
                                                                -----------------------------------



Consolidated Balance Sheet
At 31 August 2004
                                                                              Restated *
                                                          31 August 2004  31 August 2003
                                                                    £000            £000
                                                         -------------------------------- 
Fixed assets
Intangible assets                                                 13,068           2,846
Tangible assets                                                    1,765             882
                                                         -------------------------------- 
                                                                  14,833           3,728
                                                         -------------------------------- 
Current assets
Stocks                                                             5,904           2,767
Debtors                                                            7,207           3,956
Cash at bank and in hand                                           1,081           3,407
                                                         -------------------------------- 
                                                                  14,192          10,130
                                                         -------------------------------- 
Creditors: amounts falling due within one year
Creditors                                                         (8,961)         (4,354)
Borrowings                                                          (599)            (54)
                                                         -------------------------------- 
                                                                  (9,560)         (4,408)
                                                         -------------------------------- 
Net current assets                                                 4,632           5,722
                                                         -------------------------------- 
Total assets less current liabilities                             19,465           9,450
                                                         -------------------------------- 
Creditors: amounts falling due after more than one year
Borrowings                                                        (3,048)              -
                                                         -------------------------------- 
Net assets                                                        16,417           9,450
                                                         -------------------------------- 
Capital and reserves
Called up share capital                                            5,341           4,044
Share premium account                                              3,723               -
Other reserves                                                       444               -
Profit and Loss Account                                            7,109           5,606
Share trust reserve                                                 (200)           (200)
                                                         -------------------------------- 
Equity shareholders' funds                                        16,417           9,450
                                                         -------------------------------- 

* See Note 1


Consolidated Cash Flow Statement
For the year ended 31 August 2004


                                              Note                31 August 2004     31 August 2003
                                                                  £000      £000     £000     £000
                                                        ------------------------------------------ 

Net cash inflow from operating activities     6(a)                         2,462             1,271

Returns on investments and servicing of finance
Interest received                                                   54                144
Interest paid                                                     (156)                 -
Bank loan arrangement costs                                       (135)                 -
Interest element of finance leaserentals                            (9)                (3)
                                                        ------------------------------------------ 
Net cash (outflow)/inflow from returns on 
investments and servicing                                                   (246)              141
of finance

Corporate taxation paid                                                     (843)             (225)

Capital expenditure and financial investment
Payments to acquire tangible assets                               (854)              (505)
Sale of tangible assets                                             76                 27
                                                        ------------------------------------------ 
Net cash outflow from capital
expenditure and financial investment                                        (778)             (478)

Acquisitions and disposals
Purchase of subsidiary undertakings                            (13,177)            (1,839)
Net cash/(overdraft) acquired with
subsidiary undertakings                                          1,812               (291)
                                                        ------------------------------------------ 
Net cash outflow from acquisitions and disposals                         (11,365)           (2,130)

Dividend paid                                                               (138)             (100)
                                                        ------------------------------------------ 
Net cash outflow before financing                                        (10,908)           (1,521)

Financing
Issue of ordinary share capital                                  4,914                  -
New bank loans                                                   4,000                  -
Repayment of bank loans                                           (286)                 -
Capital element of finance lease
rental repayments                                                  (40)               (22)
                                                        ------------------------------------------ 
Net cash inflow/(outflow) from
financing                                                                  8,588               (22)
                                                        ------------------------------------------ 
Net cash outflow after financing, being the 
decrease in cash in the year                  6(b)                        (2,320)           (1,543)
                                                        ------------------------------------------ 


Notes to the preliminary financial information
     
1.   Basis of preparation

The financial information set out in this announcement does not constitute the
Group's financial statements for the year ended 31 August 2004 and the year
ended 31 August 2003. Financial statements for the year ended 31 August 2003
have been delivered to the Registrar of Companies. The auditors have reported on
those accounts; their report was unqualified and did not contain statements
under section 237 (2) or 237 (3) of the Companies Act 1985.

The full audited accounts of Armour Group plc for the year ended 31 August 2004
are expected to be posted to shareholders no later than 16 November 2004 and
will be available to the public at the Company's registered office, Lonsdale
House, 7-9 Lonsdale Gardens, Tunbridge Wells, Kent, TN1 1NU from that date.

This financial information adopts UITF 38, issued on 15 December 2003 and
consequently the ordinary shares of the Company held by the Armour Employees'
Share Trust are no longer shown as fixed asset investments but as part of equity
shareholders' funds. The comparative figures for the year ended 31 August 2003
have been restated to reflect this change. The effect on the Consolidated
Balance Sheet at 31 August 2003 is to decrease equity shareholders' funds by
£200,000.

2.   Acquisitions

On 31 October 2003, the Group acquired the entire share capital of Veda Products
Limited, QED Audio Products Limited, Goldring Products Limited and Integrated
Media Installations Limited for a consideration of £15.2 million which includes
£0.6 million of costs. £13.1 million has been paid in cash and £0.6 million by
way of new ordinary shares. The remaining £1.5 million is deferred. The deferred
consideration is payable in cash and is due for payment after 31 October 2004
but is subject to the gross profit achieved by the acquired companies in the 12
months immediately after acquisition.

3.   Taxation on Profit on Ordinary Activities

                                             31 August 2004      31 August 2003
                                                      £000                £000
                                            -----------------------------------
UK Corporation Tax at 30% (2003:30%)                (1,233)               (427)
Adjustment in respect of prior years                     -                 (13)
Overseas taxation                                      (14)                (20)
                                            -----------------------------------
Current taxation                                    (1,247)               (460)
Deferred taxation - current year                       121                  54
Deferred taxation - prior year                          (5)                  -
                                            -----------------------------------
                                                    (1,131)               (406)
                                            -----------------------------------

The UK taxation charge assessed for the year is higher than the standard rate of
UK Corporation Tax primarily due to the amortisation of goodwill.

4.   Equity dividend

                                                             31 August 2004     31 August 2003
                                                                       £000               £000
                                                           ------------------------------------
Proposed dividend for the year of 0.45p (2003: 0.35 p)                (237)               (138)
per ordinary share                                         ------------------------------------

The Board is recommending a dividend for the year of 0.45p (31 August 2003:
0.35p) per ordinary share. The dividend is payable on 7 January 2005 to
shareholders on the register on 10 December 2004.


5.   Earnings per ordinary share

Basic earnings per share is calculated by dividing the profit for the year of
£1,747,000 (31 August 2003: £995,000) by the weighted average number of ordinary
shares in issue during the year of 49,934,924 (31 August 2003: 39,477,042).

Underlying earnings per share is also shown calculated by reference to earnings
before the amortisation of goodwill and amounts written back to investments. The
Directors consider that this gives a useful additional indication of underlying
performance.

Diluted earnings per share is calculated with reference to 53,569,068 (31 August
2003: 40,406,857) ordinary shares. The effect of exercise of options on the
weighted average number of shares in issue is 3,634,144 (31 August 2003:
929,815).

                                                 31 August 2004                  31 August 2003
                                          £'000    Basic p    Diluted p   £'000    Basic p    Diluted p
                                          --------------------------------------------------------------
Profit for the year                       1,747        3.5          3.3     995        2.5          2.5
Amortisation of goodwill                    599        1.2          1.1     113        0.3          0.3
Amounts written back to investments           -          -            -     (24)      (0.1)        (0.1)
                                          --------------------------------------------------------------
Underlying earnings                        2,346        4.7          4.4   1,084        2.7          2.7
                                          --------------------------------------------------------------


6.   Group cash flow statement

(a)  Reconciliation of operating profit to net cash inflow from operating
     activities

                                                              31 August 2004    31 August 2003
                                                                        £000              £000
                                                              --------------------------------

Operating profit                                                      3,078             1,236
Depreciation and other amounts written off tangible fixed assets        630               281
Amortisation of goodwill                                                599               113
Increase in stocks                                                   (1,740)              (27)
Increase in debtors                                                  (1,231)             (715)
Increase in creditors                                                 1,131                388
Profit on disposal of tangible fixed assets                              (5)               (5)
                                                              --------------------------------
Net cash inflow from operating activities                             2,462             1,271
                                                              --------------------------------



(b)  Reconciliation of net cash flow to movement in net debt

                                               31 August 2004    31 August 2003
                                                        £000              £000
                                               --------------------------------

Decrease in cash                                      (2,320)           (1,543)
New bank loans                                        (4,000)                -
Repayment of bank loans                                  286                 -
Cash outflow from finance leases                          40                22
                                               --------------------------------
Change in net debt resulting from cash flows          (5,994)           (1,521)
New finance leases                                       (31)              (76)
Bank loan arrangement costs                              135                 -
Bank loan arrangement costs expensed                     (23)                -
Exchange adjustments                                      (6)                -
                                               --------------------------------
Movement in net debt in the year                      (5,919)           (1,597)
Opening net funds                                      3,353             4,950
                                               --------------------------------
Closing net (debt)/funds                              (2,566)            3,353
                                               --------------------------------

(c)  Analysis of net debt movement

                  ---------------------------------------------------------------------------------
                                                Other                    
                                             non-cash                     Exchange        31 August 
                 31 August 2003   Cashflow    changes   Acquisitions   adjustments             2004 
                           £000       £000       £000           £000          £000             £000
                  ---------------------------------------------------------------------------------

Cash                      3,407     (2,320)         -              -            (6)           1,081
Short term debt               -          -       (554)             -             -             (554)
Long term debt                -     (3,714)       666              -             -           (3,048)
Finance leases              (54)        40          -            (31)            -              (45)
                  ---------------------------------------------------------------------------------
                          3,353     (5,994)       112            (31)           (6)          (2,566)
                  ---------------------------------------------------------------------------------

Bank loan arrangement costs of £135,000 were incurred during the year of which
£112,000 had not been charged to the Consolidated Profit and Loss account at 31
August 2004.

7.   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 8 December 2004 at 12.00
noon.


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            The company news service from the London Stock Exchange