Final Results
Ross Group PLC
3 October 2000
FINAL RESULTS
Preliminary announcement by Ross Group PLC of the Audited Results
for the Eighteen Months Ended 30 June 2000
CHAIRMAN'S STATEMENT
RESULTS
The result of the group before tax for the eighteen month period
ended 30 June 2000 was a loss of £5,817,000 (year ended 31 December
1998: Profit of £354,000). The accounting reference period was
extended to 30 June 2000 from 31 December 1999 in order to capture
the majority of the effect of the group's reorganisation mentioned
below. This loss for the period was largely incurred as a result of
inadequate financing, poor engineering contract decisions, adverse
exchange rates, and a heavy overhead burden.
The group's total turnover for the period was £19,580,000, which
shows a decline when pro rated and compared to the previous period.
This decline was as a result of significant changes in the group
activities during the period, details of which have been given in
recent announcements and are fully explained in the financial
statements.
Because of the Balance Sheet position, the board is unable to
recommend the payment of a dividend. The board will continue to
endeavour to return the company to a dividend paying position as soon
as is practicable.
DIVISIONS OF THE GROUP
Automotive Electronics
Over the eighteen month period to 30 June 2000 the division
experienced severe cashflow difficulties and whilst good margins were
achieved turnover suffered a marked decline. The administrative and
financial burden in carrying the division has caused a large
operating loss. The new board are currently seeking a disposal of
the profitable part of the business and have commenced legal action
against the former directors of Ross Autotronics Limited for a
possible claim for loss of profits and against Meta for both
withdrawal of warranty support and working with the former directors,
whilst still directors, to terminate the Meta distribution contract.
Power
During the period, the division experienced severe pressure on
margins mainly as a result of competitive forces, high stock levels
and adverse exchange rates. Cashflow difficulties have caused the
new board to take immediate measures to save the core business, which
remains profitable. The manufacturing capacity in the UK was
transferred to China and operations will now continue in the UK on a
distributor basis. Economies of scale advantages should bring the
Chinese operations back to profit in 2000/01.
The factory in China is already benefiting from links to the new
board's technical abilities. Whilst there have been large one off
costs in this reorganisation, the planned expansion of the
distribution network into Europe should reap benefits as a result of
reduced overheads.
Technical Services
The division had mixed fortunes in the period. Whilst turnover
showed strong improvement, the margins suffered, mainly as a result
of poor forward costing decisions. The Foray Control Systems
Limited, Giltpack Packaging Limited and GEL (Rhayader) Limited
businesses were sold during the period, as they required high
management input, excessive administrative overhead and were regarded
by the Directors as non-core activities.
GEL Engineering Limited showed improved turnover mainly as a result
of the ongoing aerospace contract. This division has been operating
on low margins and the financing impact has caused severe cashflow
difficulties. However, the container, mechanical and electrical
departments are starting to show improved margins. The board has
decided to continue this business and has strengthened purchasing and
production controls as wellas improving the engineering efficiency.
The board remains open to a possible disposal of GEL Engineering
Limited subject to receiving a suitable offer.
STRATEGY
The board will continue the restructuring of the Power Business at
the factory in China (through San Gain Industrial Holdings Limited).
While the UK operations will continue its existing business activity,
it will do so as a distributor for the products manufactured in
China. With regard to the Technical Services division, this will
continue to maximise its highest margin business in the light
container and mechanical and electrical sub divisions. The Aerospace
sub division has not performed to expectations and contract
renegotiations are being undertaken to improve margins.
It must be noted that the restructuring of the business has not yet
been completed and the new board reserves its decision to consider
any change in direction until the reorganisation is complete. The
board will continue to support the group's core business and has
negotiated adequate finance to do so. Substantial investment in new
product development and marketing strategies is also being made.
CURRENT TRADING AND PROSPECTS
The group has retrenched its activity into higher margin businesses
and eliminated unnecessary overheads. Its prospects are dependent on
the future decisions as to its direction but the Directors are
optimistic about the future potential of the group.
OTHER IMPORTANT MATTERS
The company is currently in dispute with Meta Systems, the main
supplier to the Autotronics division, in connection with withdrawal
of warranty support and the board is confident of a positive outcome.
With regard to the freehold property in Essex, this is now in the
process of being sold and the directors are expecting to receive
value shortly.
STAFF
I would like to take this opportunity to thank our employees,
shareholders, bankers, advisers, suppliers and customers for their
continuing support.
P. F. G. Binney
Chairman
3 October 2000
Consolidated Profit and loss Account for the Eighteen
Months ended 30 June 2000
June 2000 Dec 1998
18 Months 12 Months
£000's £000's
Turnover
Continuing Operations 14,284 15,065
Discontinued Operations 5,296 6,236
Total Turnover 19,580 21,301
Operating(loss)/profit
Continuing Operations (1,664) 784
Discontinued Operations (2,038) (17)
Total Operating (loss)/profit (3,702) 767
Profit on sale of fixed assets in 0 29
continuing operations
Reorganisation costs and losses (1,043) 0
Losses on sale of (545) 0
discontinued operations
Net Interest (527) (442)
(payable)
(Loss)/profit on ordinary activities (5,817) 354
before taxation
Taxation 34 (439)
(Loss)/profit on ordinary (5,783) (85)
activities after taxation
Finance costs in respect of 0 (144)
non equity interests
Retained (loss) in the (5,783) (229)
period
(Loss)/earnings per share - (4.17)p (0.15)p
basic and diluted
Adjusted (Loss)/earnings per share - (3.73)p (0.17)p
basic and diluted
Consolidated Balance Sheet as at 30
June 2000
June 2000 Dec 1998
18 Months 12 Months
£000's £000's
Tangible Fixed Assets 1,222 3,402
Stock 793 2,714
Debtors 2,151 4,192
Creditors (4,476) (4,363)
Net bank borrowings (1,189) (3,301)
Deferred Taxation 0 (56)
Net (liabilities)/assets (1,499) 2,588
Shareholders funds (1,499) 2,588
Reconciliation in Movements in Shareholders Funds
June 2000 Dec 1998
18 Months 12 Months
£000's £000's
Loss for the financial period (5,783) (229)
Other recognised gains 5 144
Net proceeds of share issues 1,691 0
Net movement (4,087) (85)
Opening shareholders funds 2,588 2,673
Closing shareholders funds (1,499) 2,588
Consolidated Cash Flow Statement for the Eighteen Months
ended 30 June 2000
June 2000 Dec 1998
18 Months 12 Months
£000's £000's
Operating Loss from Continuing Activities (1,664) (85)
Depreciation and loss on revaluation 1,509 576
Decrease in Stocks 1,921 733
Decrease/(Increase) in Debtors 2,041 (530)
Increase/(Decrease) in Creditors 660 (1,219)
Net Cash Inflow from Continuing 4,467 344
Operating Activities
Net Cash Outflow from (3,626) (17)
Discontinued Activities
Net Cash Inflow from 841 327
Operating Activities
Net Cash Outflow from Returns on Investments
and Servicing of Finance (527) (442)
Taxation 18 0
Purchases of Tangible Fixed Assets (132) (273)
Sales of Tangible Fixed Assets 803 1,211
Net Cash Inflow from Capital Expenditure
and Financial Investment 671 938
Issue of Shares 2,768 0
Expenses Paid in connection (772) 0
with Share Issues
Purchase of Own Shares (300) 0
Capital Element of Finance (101) (86)
Lease Rentals
Repayment of Loan Notes (486)
Net Cash Inflow/(Outflow) 1,109 (86)
from Financing
Increase in Cash 2,112 737
Cash Outflow from Financing 486 0
Cash Outflow from Finance Leases 101 86
Movement in Net Debt 2,699 823
Net Debt at beginning of period (3,892) (4,715)
Net Debt at end of period (1,193) (3,892)
Notes
1. The financial information set out above does not constitute the
company's statutory accounts for the eighteen months ended 30 June
2000 nor the year ended 31 December 1998, but is derived from those
accounts. Statutory accounts for December 1998 have been delivered
to the Registrar of Companies and those for June 2000 will be
delivered following the company's annual general meeting. The
auditors have reported those accounts; their reports were unqualified
and did not contain statements under s273(2) or (3) Companies Act
1985.
2. The loss per share is based on the loss after taxation
(the retained loss) and the weighted average number of shares in issue
throughout the period of 137,779,058. The total number of shares in
issue at the end of the period was 67,052,306 after taking account of
the rights issue, capital re-organisation and purchase of preference
shares as agreed at the Extraordinary General Meeting held on 27 March
2000.
3. An adjusted loss per share calculation is shown to highlight the
effect of excluding exceptional items (the effects of the group
re-structuring and business closures) from the earnings per share
calculation.
4. During the period the company disposed of its interests in Foray
Control Systems Limited and Giltpack Packaging Limited and the
business of GEL (Rhayader) Limited.
The Group losses include £489,303 lost by Foray Control Systems
Limited up to its date of disposal on 31 May 2000 and £227,561 lost by
Giltpack Packaging limited up to its date of disposal on 21 December
1999.
Net Assets disposed of :
Tangible fixed assets 129
Stocks 296
Debtors 356
Cash at bank and in hand 72
Creditors (494)
Goodwill (68)
Loss on disposal (before goodwill write back) (204)
Net cash consideration 87
The Group losses include £867,434 lost by GEL (Rhayader)Limited up to
the date the business was sold on 29 February 2000.
5. No dividend is proposed.
Ross Group PLC
Registered 8th Floor, Hayes
office : Gate House
27 Uxbridge Road
Hayes
Middlesex UB4 0JN
Telephone : 020 8581 9189
Fax : 020 8581 9154