Final Results
Ross Group PLC
19 March 2004
ROSS GROUP PLC
Preliminary Announcement by Ross Group PLC of the Results for the year ended 31
December 2003
CHAIRMAN'S STATEMENT
RESULTS
The Group result, before tax, for the year ended 31 December 2003 was a profit
of £57,000 (Year ended 31 December 2002: loss £808,000). This
result demonstrates a turn around in fortune for the group and is the first
recorded annual profit since 1997. The Group's turnover increased by £400k to
£2,866k and combined with improved gross margins, a reduction in both overhead
and interest charges, the group has been returned to trading profitably.
The Board cannot announce the payment of a dividend because of the brought
forward trading losses from recent years. However if the trading position
continues to be positive the Board will endeavor to return to making regular
dividend payments as soon as is practicable.
DIVISIONS OF THE GROUP
The Group trades through its two operating subsidiaries which concentrate on the
following activities:-
- The design and manufacturing of engineering projects through GEL Engineering
Ltd.
- The distribution of battery chargers and electrical adaptors through Tadmod
Ltd.
The Group continues to retain its fully owned Hong Kong registered subsidiary
San Gain Industrial Company Ltd which operates as a financial services company.
STRATEGY
The results have been boosted with the delivery by GEL Engineering of some
prestigious test rigs and defence trainers for the aerospace and formula one
industries during 2003 and early 2004. In April 2003 the Company won a $2.1m,
two year contract for an aircraft loading simulator to train members of the
United States Air Force. The company's involvement in the production of portable
cabins and containers fitted out to a high standard has continued successfully
throughout the year. It enters 2004 with the potential to further expand its
specialist vehicle division by the possibility and high expectation of two
substantial export orders.
Tadmod continues to see its traditional market for vehicle battery chargers
decline and is looking to expand its adaptor sales, leisure market chargers, as
well as the sale of other automotive related products. Other options, including
a possible disposal, are being considered to ensure the group has the maximum
benefit from this business.
The Board continues to look to expand the Group into other market sectors based
on the knowledge and experience of its directors and with the assistance of its
parent company. The opportunities, some of which have already been identified,
will be further explored during 2004 with the expectation of implementation
before the end of the year. The expansion into consumer electronics which formed
part of the Open Offer forecast has been delayed by the loss of the initial
opportunity, but the management are still confident of making progress into this
market sector with support from the main shareholder. The combination of the
consolidation and growth of GEL Engineering and the new opportunities should see
the continued growth of the group in the current year.
OPEN OFFER AND FINANCING
As previously reported the Company raised £1.362 million net of expenses
by way of an Open Offer, the proceeds of which have been used to repay a
£1.3 million term loan extended by the company bankers, HSBC. The Grande
Holdings Ltd, who is the main shareholder, has extended a long term facility of
£1.295 million in line with the Open Offer documentation which was used repay
the inter-company loan and to provide working capital. A further working capital
facility extended to the trading subsidiaries by HSBC of £1.3million was repaid
in October 2003 by a new loan from The Grande Holdings Ltd.
The directors believe that the strengthening of the Company's financial
position, together with the continued support of the Grande Group, will continue
to significantly enhance and support the company's future prospects.
APPRECIATION
I would like to take this opportunity to thank our Employees, Shareholders,
Bankers, Advisers, Suppliers and Customers for their continuing support.
A C C Ma
Chairman
16 March 2004
Consolidated Profit and Loss Account for the Year Ended 31 December 2003
Year Ended Year Ended
Dec 2003 Dec 2002
£000's £000's
Turnover
Continuing Operations 2,866 2,449
Total Turnover 2,866 2,449
Operating profit/(loss)
Continuing Operations 105 (502)
Discontinued Operations 0 0
Total Operating Profit/(loss) 105 (502)
(Losses) on sale of discontinued operations 0 (26)
Net Interest (payable) (48) (280)
Profit/(Loss) on ordinary activities before
taxation 57 (808)
Taxation 0 0
Profit/(Loss) on ordinary activities after taxation 57 (808)
Profit/(loss) attributable to shareholders 57 (808)
Earnings per share - basic and diluted 0.04p (1.21)p
Adjusted earnings per share - basic and diluted 0.04p (1.17)p
Consolidated Balance Sheet as at 31 December 2003
As At 31 As At 31
Dec 2003 Dec 2002
£000's £000's
Fixed Assets 52 63
Current Assets
Stock 289 833
Debtors 546 274
Cash at Bank 343 2
Creditors: Amounts falling due within one year (1,182) (4,913)
Net current liabilities (4) (3,804)
Total assets less current liabilities 48 (3,741)
Creditors: Amounts falling due after more than
one year (2,376) (5)
Shareholders funds (2,328) (3,746)
Reconciliation of Movements in Shareholders Funds
As At 31 As At 31
Dec 2003 Dec 2002
£000's £000's
Profit/(Loss) for the financial period 57 (808)
Other recognised gains 0 0
Proceeds from Open Offer Share Issue 1,555 0
Cost of Open Offer Issue (194) 0
Net additions/(reduction) to funds 1,418 (808)
Opening shareholders funds (3,746) (2,938)
Closing shareholders funds (2,328) (3,746)
Consolidated Cash Flow Statement for the Year Ended 31 December 2003
Year Ended Year Ended
Dec 2003 Dec 2002
£000's £000's
Consolidated Cash Flow
Operating Profit/(Loss) from Continuing Activities 105 (502)
Depreciation and Profit on Disposals 21 33
Decrease/(Increase) in Stocks 545 (203)
(Increase)/Decrease in Debtors (272) 795
(Decrease)/Increase in Creditors (1,366) 131
Net Cash (Outflow)/Inflow from Continuing Operating Activities (967) 254
Net Cash (Outflow) from Discontinued Activities 0 (26)
Net Cash (Outflow)/Inflow from Operating Activities (967) 228
Returns on Investments and Servicing of Finance
Interest received 0 2
Interest paid (47) (218)
Interest element of finance lease (1) 0
Net Cash (Outflow) from Returns on Investments and Servicing of
Finance (1) 0
Taxation 0 0
Capital expenditure and financial Investment
Net Purchases of Tangible Fixed Assets (10) (7)
Financing
Net Proceeds from Open Offer Share Issue 1,361 0
Long Term Loans 2,374 0
Capital Element of Finance Leases (3) (1)
Net Cash Inflow/(Outflow) from Financing 3,732 (1)
Increase/(Decrease) in Cash 2707 4
Analysis of Changes In Net Debt
Increase in Cash 2,707 4
New Loans (2,374) 0
Cash outflow/(Inflow) from finance lease 3 (8)
Movement In Debt for the Year 336 (4)
Net Debt at beginning of period (2,609) (2,605)
Net Debt at end of period (2,273) (2,609)
Notes
1. The financial information set out above does not constitute the company's
statutory accounts for the year ended 31 December 2003 nor for the
comparative period, but is derived from those accounts. Statutory accounts
for the year ended 31 December 2002 have been delivered to the Registrar of
Companies and those for the year ended 31 December 2003 will be delivered
following the company's annual general meeting. The auditors have reported
on the accounts for 2002: their report was unqualified and did not contain
statements under s237 (2) or (3) Companies Act 1985.
2. The total number of shares in issue during the period was increased from
67,052,306 to 136,180,924 by way of an Open Offer in February 2003. The
ordinary shares of 5 pence each were split into one new ordinary share of 1
penny each and one new deferred share of 4 pence each as agreed at the
Extraordinary General Meeting held on 17 February 2003.
3. The earnings per share and the adjusted earnings per share are the same for
2003. The adjusted loss per share in 2002 is calculated to show the effect
of excluding exceptional items (the effects of the group re-structuring and
business closures) from the earnings per share calculation.
4. No ordinary interim or final dividend is proposed.
5. No liability to Corporation Tax has been assessed for the year due to tax
losses brought forward.
6. The Accounting Policies set out in the Financial Statements for the Year
Ended 31 December 2002 have been applied during the preparation of the
financial information contained in this statement.
7. A copy of the Financial Statements will be available on request from Ross
Group plc, Brunel Road, Totton, Southampton SO40 3YS.
This announcement has been agreed by the company's auditors, Everett and Son, 35
Paul Street, London, EC2A 4UQ and was approved by the Board of Directors of Ross
Group plc on 16 March 2004
Ross Group PLC
Registered office: 35 Paul Street
London EC2A 4UQ
Contact: Trevor Wilkinson (Deputy Managing Director)
Telephone: 02380 675500
Fax: 02380 675555
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