Final Results

Ross Group PLC 22 October 2001 ROSS GROUP PLC Preliminary announcement by Ross Group PLC of the Audited Results For the year ended 30th June 2001 CHAIRMAN'S STATEMENT RESULTS The result of the group before tax for the year ended 30 June 2001 was a loss of £1,095,000 (eighteen months ended 30th June 2000: loss £5,817,000). The loss for this year was largely incurred as a result of further restructuring which is now complete. The group's total turnover for the period was £5,531,000, which shows a decline when pro rated and compared to the previous eighteen month period. This further decline was as a result of the completion of planned changes in the group activities, which were commenced in the previous period, full details of which are detailed elsewhere 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 Technical Services The Board has decided to continue the business of GEL Engineering Limited. The whole business has moved to new premises, substantially reduced the fixed costs base and substituted this with variable and controllable costs whilst controls over production and engineering efficiency continue to be monitored and improved. The board obviously remains open to a possible disposal of GEL Engineering Limited but only if a suitable purchaser and offer were to be found. Power The San Gain factory in China has been closed and the business assets have been transferred. This division, operating under the ''Tadmod'' name, will now source both existing and compatible products competitively from all available suppliers to enable it to seek a larger potential customer base throughout Europe and to maximise the potential of it's Brands. A detailed business plan covering the next three years has been prepared and approved by the board to plan for, monitor and achieve these objectives. Automotive electronics During the year to 30 June 2001 the Division has been fully closed down. Legal actions against a former Director of Ross Autotronics Limited for a 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 has been settled. The result of this is that the company can now collect old debts outstanding on past sales as all warranty claims have been guaranteed by Meta. STRATEGY The Board will continue to build and strengthen the Power business, particularly in continental Europe, through the competitive sourcing of third party and compatible products. The restructuring and relocation of the Technical Services Division is now complete and the group will continue to maximise high margin business contracts while rebuilding turnover to more satisfactory and profitable levels. Although the restructuring of the business has been completed the board continues to reserve its decision to consider any suitable change in direction. The board will continue to support the group's core business and has negotiated adequate working capital finance to do so. At the same time the directors remain open minded about new business ventures and directions which may present themselves and which may provide suitable synergy with future plans. CURRENT TRADING AND PROSPECTS Following the actions that have been taken to restructure the group its two main operating businesses are now trading more efficiently and the directors believe that this will continue to improve through future board actions. In addition, management attention can be re-focussed on the longer term objectives of the group to ensure the future expansion of the group. The group retrenched its activity into higher margin businesses and has now eliminated all 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 freehold property in Essex has now been sold and the proceeds realised were materially close to the valuation previously placed on it by both the directors and the group's bankers. One leasehold property at Droitwich remains to be sold. A current offer is being considered. 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 19 October 2001 ROSS GROUP PLC Preliminary announcement by Ross Group PLC of the Audited Results for the Year Ended 30 June 2001 Consolidated Profit and loss Account for the Year ended 30 June 2001 June 2001 June 2000 12 Months 18 Months £000's £000's Turnover Continuing Operations 4,827 14,284 Discontinued Operations 704 5,296 Total Turnover 5,531 19,580 Operating (loss)/profit Continuing Operations (87) (1,664) Discontinued Operations (225) (2,038) Total Operating (loss)/profit (312) (3,702) Reorganisation costs and losses 0 (1,043) Losses on sale of discontinued operations (465) (545) Net Interest (payable) (318) (527) (Loss)/profit on ordinary activities before taxation (1,095) (5,817) Taxation 0 34 (Loss)/profit on ordinary activities after taxation (1,095) (5,783) Finance costs in respect of non equity interests 0 0 Retained (loss) in the period (1,095) (5,783) (Loss)/earnings per share - basic and diluted (1.63)p (4.17)p Adjusted (Loss)/earnings per share - basic and diluted (1.41)p (3.73)p Consolidated Balance Sheet as at 30 June 2001 As At 30 As At 30 June 2001 June 2000 £000's £000's Tangible Fixed Assets 46 1,222 Stock 385 793 Debtors 1,575 2,151 Creditors (1,892) (4,476) Net bank borrowings (2,708) (1,189) Deferred Taxation 0 0 Net (liabilities)/assets (2,594) (1,499) Shareholders funds (2,594) (1,499) Reconciliation in Movements in Shareholders Funds As At 30 As At 30 June 2001 June 2000 £000's £000's Loss for the financial period (1,095) (5,783) Other recognised gains 0 5 Net proceeds of share issues 0 1,691 Net movement (1,095) (4,087) Opening shareholders funds (1,499) 2,588 Closing shareholders funds (2,594) (1,499) Consolidated Cash Flow Statement for the Year ended 30 June 2001 June 2001 June2000 12 Months 18 Months £000's £000's Operating Loss from Continuing (87) (1,664) Activities Depreciation and loss on 49 1,509 revaluation Decrease in Stocks 408 1,921 Decrease/(Increase) in Debtors 576 2,041 Increase/(Decrease) in Creditors (2,580) 660 Net Cash (Outflow)/Inflow from (1,634) 4,467 Continuing Operating Activities Net Cash Outflow from (690) (3,626) Discontinued Activities Net Cash Outflow/Inflow from (2,324) 841 Operating Activities Net Cash Outflow from Returns on Investments and Servicing of Finance (318) (527) Taxation 0 18 Purchases of Tangible Fixed (16) (132) Assets Sales of Tangible Fixed Assets 1,143 803 Net Cash Inflow from Capital Expenditure and Financial Investment 1,127 671 Issue of Shares 0 2,768 Expenses Paid in connection with 0 (772) Share Issues Purchase of Own Shares 0 (300) Capital Element of Finance Lease (4) (101) Rentals Repayment of Loan Notes 0 (486) Net Cash Inflow/(Outflow) from (4) 1,109 Financing Increase in Cash (1,519) 2,112 Cash Outflow from Financing 0 486 Cash Outflow from Finance Leases 4 101 Movement in Net Debt (1,515) 2,699 Net Debt at beginning of period (1,193) (3,892) Net Debt at end of period (2,708) (1,193) Notes 1. The financial information set out above does not constitute the company's statutory accounts for the year ended 30 June 2001 nor for the eighteen months ended 30 June2000, but is derived from those accounts. Statutory accounts for June 2000 have been delivered to the Registrar of Companies and those for June 2001 will be delivered following the company's annual general meeting. The auditors have reported on 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 year the Group closed it's operations at San Gain Industrial Company and the Group losses include £225,000 in respect of losses incurred by that company up to the date of closure. The Group also terminated operations at GEL (Rhayader) limited and the Group losses include £263,000 in respect of this termination. In addition to the above the Group also incurred other exceptional losses which included further losses on the reorganisation of Tadmod Ltd of £167,000. 5. No dividend is proposed. Ross Group PLC Registered office : Unit 5, Wallbrook Business Centre, Green Lane, Hounslow, Middlesex. TW4 6NW Telephone : 020 8538 2450 Fax : 020 8538 2490

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