Second Interim Report
Ross Group PLC
29 June 2000
ROSS GROUP PLC
SECOND INTERIM REPORT
For the six months ended 31 December 1999
Chairman's Statement
Introduction
At an Extraordinary General Meeting of Ross Group PLC
(the 'Company') held on the 27 March 2000, the
shareholders voted in favour of a rights issue to raise
approximately £2.3 million net of expenses. As explained
in the circular issued to shareholders in preparation for
that meeting (the 'Circular'), to allow the rights issue
to proceed, it was also necessary to carry out a capital
re-organisation and purchase of the Company's issued
preference shares. The Circular also indicated to the
shareholders that the Company was expecting to suffer a
significant loss in the twelve months to 31 December 1999
of greater than £3.9 million.
Results
The six months ended 31 December 1999 resulted in a pre-
tax loss of £3.0 million (1998: pre-tax loss of
£9,000). The turnover for the period was £6.8 million
(1998: £10.5 million). When combined with the results for
the prior six months to 30 June 1999, this gives a
cumulative pre-tax loss of £3.9 million (1998: pre-tax
profit of £354,000). The turnover for the twelve month
period to 31 December 1999 was £15.1 million (1998: £21.3
million), a reduction of 29% compared with the same
period last year. Within the results is a one off loss of
£225,000 resulting from the settlement of the outstanding
litigation against Compact Orbital Gears (1989) Limited
(a subsidiary of the Company) as indicated in the
Circular.
The results for the period include a provision for
diminution of value of the Company property portfolio of
£350,000. Of this amount, £248,000 had been allocated for
a diminution in the value of the Company property at
Totton, the sale of which was announced to the
shareholders on 23 March 2000. The total consideration
from this sale was £600,000.
The Company announced on 22 December 1999 that it had
reached agreement on the sale of Giltpack Packaging
Limited, a subsidiary of the Company. A further
announcement was made on 29 March 2000, that the Company
had sold the business of GEL (Rhayader) Limited, also a
subsidiary of the Company. The results of these two
businesses have been included as discontinued operations.
Strategy and change of year end to 30 June
In light of the significant changes to the Company,
resulting from the disposal of some of the businesses and
assets of the group and the completion of the rights
issue and capital re-organisation, the Company has
decided to change the accounting reference date to 30
June. This change of accounting date will allow the
Company to report on the 18 month period to 30 June 2000
so as to provide to the shareholders more accurate
information on:
The effect on the balance sheet of the rights issue,
capital re-organisation and preference share purchase.
The effect on the balance sheet of the disposal and
transfer of some of the businesses and assets of the
Company.
Any impairment of goodwill resulting from the
disposal and transfer of some of the businesses of the
Company.
The strategy of the company as a result of the
completion of the above.
The Company is continuing to review its current
operations and is currently discussing the possible sale
of Foray Control Systems Limited, a subsidiary of the
Company. A further announcement will be made in due
course.
Outlook
As a result of the ongoing restructuring of the Company
during the period to June, the Company expects to make
further operating losses during this period. The Company
will also perform an impairment review of goodwill, as
part of the overall assessment of the financial
statements for the 18-month period to 30 June 2000. The
Company has no intention of reinstating goodwill
previously written off as intangible assets as permitted
by FRS10. However, such review may conclude that goodwill
previously written off against reserves has suffered an
impairment. In those circumstances, any such impaired
goodwill will be required to be written off on the face
of the profit and loss account. Net assets would not be
diminished by any such write off, as a transfer from
reserves would be made, reflecting the elimination of
goodwill previously charged against reserves. As at 31
December 1998, cumulative goodwill of £18.1 million had
been eliminated against reserves, of which £16.2 million
had been eliminated against a special reserve (set up for
that purpose) and £1.8 million against the profit and
loss account.
Upon the completion of the restructuring, the Company
expects to be in an improved position to develop the
Company for the future. The Company expects to now issue
full consolidated results for the eighteen months to 30
June 2000 during the month of September.
Paul Binney
Managing Director
28th June 2000
Unaudited Consolidated Profit And Loss Account For The Six Months Ended 31st
December 1999
6 mths 6 mths 12 mths 12 mths
ended ended ended ended
31st 31st 31st 31st
December December December December
1999 1998 1999 1998
£000's £000's £000's £000's
Turnover
Continuing Operations 6,242 9,153 13,709 18,108
Discontinued Operations 511 1,310 1,422 3,193
Total Turnover 6,753 10,463 15,131 21,301
Operating (loss)/profit
Continuing Operations (1,703) 361 (2,147) 898
Discontinued Operations (817) (148) (1,099) (131)
Total Operating (loss)/profit(2,520) 213 (3,246) 767
(Loss)/profit on sale/
diminution of properties(note2)(343) 0 (343) 29
(Loss)/profit on ordinary
activities before interest (2,863) 213 (3,589) 796
Net interest (payable) (168) (222) (316) (442)
(Loss)/profit on ordinary
activities before taxation (3,031) (9) (3,905) 354
Taxation 0 (389) 0 (439)
(Loss)/profit on ordinary
activities after taxation (3,031) (398) (3,905) (85)
Finance costs in respect of
non-equity interest (note 5) 72 (72) 0 (144)
Retained (loss)/profit for
the period (2,959) (470) (3,905) (229)
(Loss)/earnings per share
(note 3) (0.32)p (0.05)p (0.43)p (0.02)p
Adjusted (loss)/earnings per
share (note 4) (0.29)p (0.05)p (0.39)p (0.03)p
Unaudited Consolidated Balance Sheet as at 31st December 1999
31st December 31st December
1999 1998
£000's £000's
Tangible fixed assets 2,357 3,402
Stock 2,025 2,714
Debtors 2,963 4,192
Creditors (4,309) (4,403)
Net bank borrowings (4,336) (3,301)
Deferred taxation (17) (16)
Net (liabilities)/assets (1,317) 2,588
Shareholder's funds (1,317) 2,588
Notes
1. The results for the year ended 31st December 1998
are extracts from the published accounts. The statutory
accounts for the year ended 31st December 1998, which
have been delivered to the Registrar of Companies, carry
an unqualified report by the auditors, and do not contain
a statement under section 237(2) or section 237(3) of the
Companies Act 1985.
2. The profit on the sale of properties during 1998, is
the net surplus on the sale of the two properties at
Worcester and Bolton. The loss on properties during 1999,
relates to a diminution in value of the properties at
Maldon and Totton and a small profit on the sale of the
combined land at Hetton-Le-Hole.
3. Loss per share is based upon the loss after taxation
and finance costs in respect of non-equity interest (the
retained loss) and the weighted number of shares during
the period of 147,745,278, after adjusting for the bonus
element of the rights issue on 27 March 2000. The total
number of shares in issue after completion of the rights
issue, capital reorganisation and purchase of preference
shares, as agreed at the Extraordinary General Meeting on
27 March 2000, was 67,052,306.
4. An adjusted loss per share has been shown to
highlight the effect of excluding the profit/loss on
disposal or diminution of value of properties from the
earnings per share calculation.
5. No ordinary interim dividend is proposed (1998 -
£nil). At the EGM on 27th March 2000, it was agreed that
the company could purchase the entire issued preference
share capital. Such purchase was completed during May of
this year and the company has therefore not provided for
any preference dividend during 1999. Accordingly the
finance cost of £72,000, as reported in our interim
report for the six months ended 30 June 1999, has been
reversed in this period to reflect this.
6. The interim report will be sent by mail to all
registered shareholders and copies will be available from
the company's offices.
Ross Group PLC
Registered Office: 8th Floor, Hayes Gate House
27 Uxbridge Road
Hayes
Middx UB4 0JN
Telephone: 020 8581 9189
Fax: 020 8581 9154