Preliminary Announcement
Ross Group PLC
29 April 2005
ROSS GROUP PLC
Preliminary Announcement by Ross Group PLC of the Results for the year ended 31
December 2004
CHAIRMAN'S STATEMENT
RESULTS
The Group result, before tax, for the year ended 31 December 2004 was a profit
of £15,000 (Year ended 31 December 2003: profit £57,000). This is the second
successive year that the Group has returned a profit and its management is
working hard to ensure this trend is maintained. The profit is derived from a
lower turnover (2004 £2,447k; 2003 £2,855k) due to a temporary contraction of
the battery charger operation as explained below.
A dividend cannot be paid this year because of the brought forward trading
losses. 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 UK 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 complementary electrical products
through Sansui Electronics (UK) Ltd. Changes were made during the year to this
business as detailed under the heading 'strategy' below.
STRATEGY
The Board of Directors approved the sale of a specialist part of the battery
charger and adaptor business traded through Tadmod Ltd with a transfer date of
1st May 2004. The name of the company was subsequently changed in June 2004 to
Sansui Electronics (UK) Ltd. This company will continue to trade in the
electronics business and is negotiating for the distribution rights for small
mobile chargers. It is also negotiating with the owners of the Sansui brand to
sell Sansui products in the UK and has already taken the preliminary step with
the permission of the brand owners to change the company name.
The profitability of GEL Engineering continued to climb based on the delivery of
two highly successful projects to the aerospace industry. The company has
established itself as a world leader in the supply of fully kitted training
replicas of the loading bays of military transport planes. The other project
involved highly technical cabins for testing satellite communications for the
European space programme. The business is looking to expand in 2005 with
increased activity in the supply of automated test facilities and military
training units.
The Group has used its Hong Kong based subsidiary, San Gain Industrial Company
Ltd, to handle the group financing from the main shareholder's financial
services company.
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
15 April 2005
ROSS GROUP PLC
Preliminary Announcement by Ross Group PLC of the Results for the year ended 31
December 2004
Consolidated Profit and Loss Account for the Year Ended 31 December 2004
Year Ended Year Ended
Dec 2004 Dec 2003
(as restated)
£000's £000's
Turnover
Continuing Operations 2,362 2,144
Discontinued Operations 85 711
Total Turnover 2,447 2,855
Operating profit
Continuing Operations 237 82
Discontinued Operations 6 23
Total Operating Profit 243 105
Net Interest (payable) (228) (48)
Profit on ordinary activities before taxation 15 57
Taxation 0 0
Profit on ordinary activities after taxation 15 57
Profit attributable to shareholders 15 57
Earnings per share - basic and diluted 0.01p 0.04p
Adjusted earnings per share - basic and diluted 0.01p 0.04p
ROSS GROUP PLC
Preliminary Announcement by Ross Group PLC of the Results for the year ended 31
December 2004
Consolidated Balance Sheet as at 31 December 2004
As At 31 As At 31
Dec 2004 Dec 2003
£000's £000's
Fixed Assets 45 52
Current Assets
Stock 382 289
Debtors 752 546
Cash at Bank 12 106
Creditors: Amounts falling due within one year (1,134) (945)
Net current liabilities 12 (4)
Total assets less current liabilities 57 48
Creditors: Amounts falling due after more than one year (2,374) (2,376)
Shareholders funds (2,317) (2,328)
Reconciliation of Movements in Shareholders Funds
As At 31 As At 31
Dec 2004 Dec 2003
£000's £000's
Profit for the financial period 15 57
Exchange loss on retranslation of subsidiary (4) 0
Proceeds from Open Offer Share Issue 0 1,555
Cost of Open Offer Issue 0 (194)
Net additions to funds 11 1,418
Opening shareholders funds (2,328) (3,746)
Closing shareholders funds (2,317) (2,3288)
ROSS GROUP PLC
Preliminary Announcement by Ross Group PLC of the Results for the year ended 31
December 2004
Consolidated Cash Flow Statement for the Year Ended 31 December 2004
Year Ended Year Ended
Dec 2004 Dec 2003
£000's £000's
Consolidated Cash Flow
Operating Profit from Continuing Activities 237 82
Depreciation and Profit on Disposals 24 18
(Increase)/Decrease in Stocks (6) 452
(Increase) in Debtors (85) (270)
(Decrease) in Creditors (94) (420)
Net Cash Inflow/(Outflow) from Continuing Operating
Activities 76 (138)
Net Cash (Outflow) from Discontinued Activities (223) (829)
Net Cash (Outflow) from Operating Activities (147) (967)
Returns on Investments and Servicing of Finance
Interest paid (228) (47)
Interest element of finance lease 0 (1)
Net Cash (Outflow) from Returns on Investments and
Servicing of Finance (228) (48)
Taxation 0 0
Capital expenditure and financial Investment
Net Purchases of Tangible Fixed Assets (17) (10)
Financing
Net Proceeds from Open Offer Share Issue 0 1,361
Long Term Loans 0 2,374
Short Term Loans 300 0
Capital Element of Finance Leases (2) (3)
Net Cash Inflow/(Outflow) from Financing 298 3,732
Increase/(Decrease) in Cash (94) 2,707
Analysis of Changes In Net Debt
(Decrease)/Increase in Cash (94) 2,707
New Loans (300) (2,374)
Cash outflow from finance lease 3 3
Movement In Debt for the Year (391) 336
Net Debt at beginning of period (2,273) (2,609)
Net Debt at end of period (2,664) (2,273)
ROSS GROUP PLC
Preliminary announcement by Ross Group PLC of the Results for the year ended 31
December 2004
Notes
1. The financial information set out above does not constitute the company's
statutory accounts for the year ended 31 December 2004 nor for the
comparative period, but is derived from those accounts. Statutory accounts
for the year ended 31 December 2003 have been delivered to the Registrar of
Companies and those for the year ended 31 December 2004 will be delivered
following the company's annual general meeting. The auditors have reported
on the accounts for 2003: 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 did not change during 2004, however
during 2003 the number of ordinary shares was increased from 67,052,306 to
136,180,924 by way of an Open Offer in February. 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 figures for earnings per share and the adjusted earnings per share are
the same for 2004 (and 2003).
4. No ordinary interim or final dividend is proposed.
5. A nil 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 2003 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 14 April 2004
Ross Group PLC
Registered office: 35 Paul Street,
London
EC2A 4UQ
Email: Info@ross-group.co.uk
Website: www.ross-group.co.uk
Telephone: 02380 675500
Fax: 02380 675555
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