RNS Number : 2089Y
Ross Group PLC
28 August 2009
Ross Group Plc Half Yearly Financial Report
Financial Summary (6 months to 30 June 2009 2008
2009)
£'000 £'000 Change
Group Revenue 25 666 (96%)
Gross Profit/(Loss) (143) 3 (4,867%)
(Loss) before tax (143) (262) 45%
Basic earnings per share (0.11p) (0.19p) (42%)
Diluted earnings per share (0.11p) (0.19p) (42%)
Chairman's Statement
The result for the Group for the six months ended 30 June 2009 was an operating loss of £143,000 before tax (June 2008: loss £262,000). Turnover from continuing operations decreased to £25,000 (June 2008: £42,000) due to the Board's decision to restructure the consumer electronics division.
Business Review
Whilst the Group's engineering subsidiary GEL Engineering Limited (GEL) went into administration on 23 April 2008, Sansui Electronics (UK) Limited (Sansui) and San Gain Industrial Company Limited (San Gain) continue to operate in the business of both consumer electronics trading and sales agency activities.
During the period under review, apart from the sale of the "Ross" brand to Nexus Industries Limited for £25,000, the Directors temporarily limited the business of Sansui and San Gain whilst the restructuring of the Group and its respective businesses is being finalised and a more positive global business outlook is perceived.
The Board has deliberately determined that any present or future activities are to be limited to pre-selling of consumer electronic products and supply chain management services on a secured and preferably pre-financed basis.
Business Outlook
The Group is currently in the process of incorporating two wholly-owned subsidiaries in overseas countries, with a view to conducting business in these countries in the future.
The Group is also in the process of actively negotiating with its major financial supporters so as to restructure outstanding debt into a form acceptable to all parties.
If these objectives are achieved to the satisfaction of the Board, the Group will then be in a better position to consider certain opportunities, which are currently being investigated and researched, in order to increase revenues and provide profitability.
It is the intention of the Board to continue to increase the number of directors (both executive and non-executive) in keeping with its new management approach of wanting greater Board supervision and involvement. All Directors' salaries will not be more than £1 per annum, although appropriate performance-related remuneration will be awarded, subject to Board approval.
Dividend
No ordinary interim dividend is proposed after considering the result for the first half of the year, and the continuing deficiency on retained reserves (2008 - £Nil).
Barry Richard Pettitt
Chairman and Chief Executive Officer
Approved 28 August 2009
CONDENSED CONSOLIDATED INCOME
STATEMENT UNAUDITED
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2009 2008 2008
£'000 £'000 £'000
Group Revenue
Continuing Operations 25 42 42
Discontinuing Operations 0 624 0
Operating Profit / (Loss)
Continuing Operations (143) 34 (395)
Discontinuing Operations 0 (31) 0
Profit / (Loss) before Finance (143) 3 (395)
Cost
Finance Cost 0 (265) (660)
(Loss) before Taxation (143) (262) (1,055)
Taxation 0 0 0
(Loss) for the Period (143) (262) (1,055)
Earnings per share (pence) (0.11) (0.19) (0.77)
Adjusted earnings per share (0.11) (0.19) (0.77)
(pence)
The six months ending 30 June 2008 include GEL's results as a discontinued operation, however they are not included in the year ending 31 December 2008 as they were not consolidated.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY UNAUDITED
Share Accumulated Other Total
Capital Losses Reserves
£'000 £'000 £'000 £'000
Balance at 1 Jan 2008 11,136 (31,600) 17,701 (2,763)
Exchange profit/(loss) on
retranslation of subsidiary
(Loss) for the period (262) (262)
Total recognised income (262) (262)
Balance at 30 June 2008 11,136 (31,862) 17,701 (3,025)
Balance at 1 July 2008 11,136 (31,862) 17,701 (3,025)
Exchange profit/(loss) on (2,704) (2,704)
retranslation of subsidiary
(Loss) for the period (793) (793)
Total recognised income (3,497) (3,497)
Balance at 31 Dec 2008 11,136 (35,359) 17,701 (6,522)
Balance at 1 Jan 2009 11,136 (35,359) 17,701 (6,522)
Exchange profit/(loss) on 819 819
retranslation of subsidiary
(Loss) for the period (143) (143)
Total recognised income 676 676
Balance at 30 June 2009 11,136 (34,683) 17,701 (5,846)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION UNAUDITED
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2009 2008 2008
£'000 £'000 £'000
Non Current Assets 0 0 0
Current Assets
Inventories 0 0 0
Trade and Other Receivables 388 252 247
Cash and Cash Equivalents 0 9 5
388 261 252
Total Assets 388 261 252
Equity and Liabilities
Shareholders' Equity
Share Capital 11,136 11,136 11,136
Share Premium Account 2,317 2,317 2,317
Other Reserves 15,384 15,384 15,384
Retained Earnings (34,683) (34,911) (35,359)
Total Equity (5,846) (6,074) (6,522)
Non-Current Liabilities
Long Term Borrowings (Group) 0 0 0
Current Liabilities
Trade and Other Payables 6,233 6,128 6,574
Bank Overdraft and Loans 1 207 200
Total Liabilities 6,234 6,335 6,774
Total Equity and Liabilities 388 261 252
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2009 2008 2008
£'000 £'000 £'000
Net Cash From/(Used In) 194 (30) (4)
Operating Activities
Net Cash Used In Investing 0 0 0
Activities
Cash Flows From Financing
Activities
Net Increase/(Decrease) In (200) 28 0
Borrowings
Net Cash Flow Used In (200) 28 0
Financing Activities
Net Increase/(Decrease) In (6) (2) (4)
Cash and Cash Equivalents
Cash and Cash Equivalent at 5 11 9
Beginning of Period
Cash and Cash Equivalent at (1) 9 5
End of Period
Notes to the Interim Report
(1) The interim financial statements have been prepared on the basis of the
accounting policies set out in the audited statutory accounts for the year ended
31 December 2008.
The financial information contained in these statements for the six months ended
30 June 2009 and 30 June 2008 is unaudited and does not constitute statutory
accounts as defined in section 240 of the Companies Act 1985.
(2) Reconciliation of Operating Loss to Net Cash Flows From Operating
Activities
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2009 2008 2008
£'000 £'000 £'000
Operating Loss On Continuing (143) (34) (395)
Activities
Depreciation and Amortisation 0 0 0
Decrease/(Increase) In 0 3 3
Inventories
Decrease/(Increase) In Trade (141) 419 424
and Other Receivables
Increase/(Decrease) In Trade (341) (358) 239
and Other Payables
Elimination of GEL Balances 0 0 385
Profit on Translation of 819 0 0
Subsidiary
Net Cash Generated From 194 (30) 656
Operations
(3) No ordinary interim dividend is proposed for 2009 (2008-£Nil).
(4) The comparative cash flow for the year ended 31 December 2008 has been
extracted from the audited accounts. The cash flows for the six months ended 30
June 2009 and 30 June 2008 are unaudited.
(5) Reconciliation of Movements In Equity
6 months 6 months Year Ended
ended 30 June ended 30 June 31 Dec
2009 2008 2008
£'000 £'000 £'000
Share Premium Account
Brought Forward 2,317 2,317 2,317
Movement 0 0 0
Carried Forward 2,317 2,317 2,317
Other Reserves
Brought Forward 15,384 15,384 15,384
Movement 0 0 0
Carried Forward 15,384 15,384 15,384
Retained Earnings
Brought Forward (35,359) (34,649) (31,600)
(Loss) for the Period (143) (262) (1,055)
Profit/(Loss) on Translation 819 0 (2,704)
of Subsidiary
Carried Forward (34,683) (34,911) (35,359)
The retained earnings carried forward from 31 December 2007 included a deficit of £(3,049,819) from GEL Engineering Ltd. Since their results were not consolidated in 2008, nor this year, this figure was excluded from the retained earnings brought forward at 1 January 2008.
(6) The Group is supported by short term borrowings from its larger
shareholders and supporters by way of formal agreements. At 30 June 2009 total borrowings from Keniworth Capital Ltd were £3,554,316 and £1,883,141 from the Group's supporters. Keniworth Capital Ltd holds 29% of the issued ordinary share capital.
(7) These Statements are prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted for use in the EU.
(8) The Interim Report will be sent by mail to all registered shareholders
and copies will be available from the Company's registered office at Everett and Son,
35 Paul Street, London, EC2A 4UQ. A downloadable copy will also be
posted on the Company's website www.ross-group.co.uk
Responsibility statement:
The Directors confirm that, to the best of their knowledge:-
a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';
b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
On behalf of the Board
B Pettitt
Chief Executive Officer
Ross Group plc
Registered Office
35 Paul Street
London EC2A 4UQ
Contact - M Simon, Non Executive Director
Tel. - 020 7628 0857
Email - michael@simonsilvermyer.com
Website - www.ross-group.co.uk
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