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

Companies

Ross Group (RGP)
UK 100

Latest directors dealings