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

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Ross Group (RGP)
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