REG - Ross Group PLC - Ross Annual Results <Origin Href="QuoteRef">RGP.L</Origin> - Part 2
26/04/2017 15:55
- Part 2: For the preceding part double click ID:nRSZ4478Da
and cash equivalents at beginning of year 2 4 15
Cash and cash equivalents at end of year 2 1 4
ROSS GROUP PLC & SUBSIDIARIES
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2016
31.12.16 31.12.15
Notes £'000 £'000
Cash flows from operating activities
Cash generated from operations 1 (41) 67
Net cash from operating activities (41) 67
Cash flows from financing activities
Loan repayment - (70)
Amount introduced by directors 38
Amount withdrawn by directors - (8)
Net cash from financing activities 38 (78)
Decrease in cash and cash equivalents (3) (11)
Cash and cash equivalents at beginning of year 2 4 15
Cash and cash equivalents at end of year 2 1 4
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2016
1. RECONCILIATION OF (LOSS)/PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS
Group
31.12.16 31.12.15
£'000 £'000
(Loss)/profit before income tax (62) 111
Increase in trade and other receivables - (11)
Increase/(decrease) in trade and other payables 21 (36)
Cash generated from operations (41) 64
Company
31.12.16 31.12.15
£'000 £'000
(Loss)/profit before income tax (36) 114
Increase in trade and other receivables - (11)
Decrease in trade and other payables (5) (36)
Cash generated from operations (41) 67
2. CASH AND CASH EQUIVALENTS
Group Company
Year ended 31st December 2016
31.12.16 1.1.16 31.12.16 1.1.16
£'000 £'000 £'000 £'000
Cash and cash equivalents 1 4 1 4
Year ended 31st December 2015
31.12.15 1.1.15 31.12.15 1.1.15
£'000 £'000 £'000 £'000
Cash and cash equivalents 4 15 4 15
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
1. STATUTORY INFORMATION
Ross Group Plc & Subsidiaries is a private company, limited by shares,
registered in England and Wales. The company's registered number and
registered office address can be found on the General Information page.
2. ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standard on a going concern basis.
The adoption of all relevant new Standards issued by the International
Accounting Standards Board in the current period has not led to any changes in
the Group's accounting policies or financial statements. The directors have
adopted these policies to the extent they feel is appropriate.
At the date of authorisation of these financial statements a number of
Standards, amendments and Interpretations, issued by the IASB and not applied
in these financial statements, were in issue but not yet effective (and in
some cases had not yet been adopted by the EU) none of which will have a
significant impact on the financial statements.
Going concern
Although the Group has incurred significant losses, which result in negative
retained earnings and the position that total liabilities exceed total assets
the Directors feel the going concern basis is appropriate. The change in
management structure that took place in 2009 has led to a new strategy being
adopted by the Group and will allow them to take advantage of new, profitable
business opportunities. The Chairman has also pledged his personal support to
cover the overheads of the Group up to 19 October 2018, which gives further
assurance that the Group is a going concern.
Basis of consolidation
The group financial statements consolidate those of the company and of its
subsidiary undertakings drawn up to 31 December 2016. Profits or losses on
intra-group transactions and intra-group balances are eliminated in full. On
acquisition of a subsidiary, all of the subsidiary's assets and liabilities
which exist at the date of acquisition are recorded at their fair values
reflecting their condition at that date.
Revenue recognition
Revenue is the total amount receivable by the group for goods supplied and
services provided to third parties, excluding VAT.
Financial instruments
Financial assets and liabilities are recognised on the statement of financial
position when the entity becomes party to the contractual provisions of the
instrument.
The Group's financial instruments consist primarily of cash and cash
equivalents, accounts receivable and accounts payable.
Cash and cash equivalents
Cash and cash equivalents comprise cash and short term deposits held with
banks, bank overdrafts are recorded under current liabilities on the statement
of financial position.
Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by
appropriate allowances for estimated irrecoverable amounts and included in
current assets or non-current assets as appropriate.
Trade and other payables
Trade and other payables are stated at their nominal value and included in
current liabilities or non-current assets as appropriate.
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
2. ACCOUNTING POLICIES - continued
Deferred taxation
A deferred tax asset is provided for if material, using the tax rates
estimated to arise when the timing differences reverse and is accounted for to
the extent that it is probable that an asset will crystallise.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the statement of financial position date.
Foreign currencies
Transactions denominated in foreign currencies are translated at the exchange
rate ruling at the date of the transaction. Monetary assets and liabilities
in foreign currencies are translated at the rates of exchange ruling at the
year-end date. These transaction differences are dealt with in the income
statement. The financial statements of foreign subsidiaries are translated at
the rate of exchange ruling at the year-end date. The exchange differences
arising from the retranslation of the opening net investment in subsidiaries
are taken directly to reserves.
3. SEGMENTAL REPORTING
The directors feel that due to the small amount of trading that has taken
place during the year it is not possible to identify any segments and as a
result cannot follow IFRS 8. The entire turnover was generated overseas and
relates to the principal activity of the Group. The directors will review
this assessment next year.
4. EMPLOYEES AND DIRECTORS
There were no staff costs for the year ended 31 December 2016 or for the year
ended 31 December 2015.
The average monthly number of employees during the year was as follows:
31.12.16 31.12.15
Management 4 4
31.12.16 31.12.15
£ £
Directors' remuneration 4 4
5. (LOSS)/PROFIT BEFORE INCOME TAX
The loss before income tax (2015 - profit before income tax) is stated after
charging:
31.12.16 31.12.15
£ £
Auditors remuneration 42 42
6. INCOME TAX
No liability for UK corporation tax arose on ordinary activities for the year
ended 31 December 2016 or for the year ended 31 December 2015. The Group made
a loss during the year.
Subject to the agreement with HM Revenue and Customs, the Group has allowable
trading losses at 31 December 2016 for set-off against future trading profits
of £11.88m (2015: £11.85m).
A deferred tax asset of £2.38m (2015: £2.37m) arises due to the large trading
losses described above. As it is not known when the Group will be able to
make use of these losses the asset has not been recognised in the financial
statements.
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
7. LOSS OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the income statement of
the parent company is not presented as part of these financial statements.
The parent company's loss for the financial year was £(36,147) (2015 -
£113,699 profit).
8. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
Reconciliations are set out below.
31.12.16
Weighted
average
number Per-share
Earnings of amount
£'000 shares pence
Basic EPS
Earnings attributable to ordinary shareholders (62) 179,479,428 -0.03
Effect of dilutive securities - - -
Diluted EPS
Adjusted earnings (62) 179,479,428 -0.03
31.12.15
Weighted
average
number Per-share
Earnings of amount
£'000 shares pence
Basic EPS
Earnings attributable to ordinary shareholders 111 179,479,428 0.06
Effect of dilutive securities - - -
Diluted EPS
Adjusted earnings 111 179,479,428 0.06
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2016
9. SUBSIDIARIES
At 31 December 2016 the company held 100% of the allotted equity share capital
of the following:-
Name of subsidiary undertaking Country of registration and incorporation Class of share capital held Nature of business
Ross Diversified Trading Limited (formerly Sansui Electronics (UK) Limited) England and Wales Ordinary Distribution of consumer electronic branded products. It is currently dormant.
San Gain Industrial Company Limited Hong Kong Ordinary Distribution of consumer electronic branded products and complementary supply chain management services. It is currently not trading.
The costs of these fixed asset investments have been written off over the
previous periods.
10. INVESTMENTS
Group
Unlisted
investments
£'000
COST
At 1st January 2016
and 31st December 2016 344
PROVISIONS
At 1st January 2016
and 31st December 2016 344
NET BOOK VALUE
At 31st December 2016 -
At 31st December 2015 -
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2016
10. INVESTMENTS - continued
Company
Unlisted
investments
£'000
COST
At 1st January 2016
and 31st December 2016 344
PROVISIONS
At 1st January 2016
and 31st December 2016 344
NET BOOK VALUE
At 31st December 2016 -
At 31st December 2015 -
11. TRADE AND OTHER RECEIVABLES
Group Company
31.12.16 31.12.15 31.12.16 31.12.15
£'000 £'000 £'000 £'000
Current:
Amounts owed by group undertakings - - 4 4
Directors' current accounts - 8 - 8
VAT 11 10 11 10
Prepayments and accrued Income 2 3 2 3
13 21 17 25
12. CASH AND CASH EQUIVALENTS
Group Company
31.12.16 31.12.15 31.12.16 31.12.15
£'000 £'000 £'000 £'000
Bank current account 1 4 1 4
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2016
13. CALLED UP SHARE CAPITAL
Group and Company
31.12.16 31.12.15
Authorised share capital: £000 £000
195,000,000 Deferred shares of 4.8p each 9,360 9,360
67,052,306 Deferred shares of 4p each 2,682 2,682
300,000,000 Ordinary shares of 0.1p each 300 300
2,700,000,000 Deferred shares of 0.1p each 2,700 2,700
15,042 15,042
Alloted, called up and fully paid:
147,745,300 Deferred shares of 4.8p each 7,092 7,092
67,052,306 Deferred shares of 4p each 2,682 2,682
179,479,428 Ordinary shares of 0.1p each 179 179
1,225,628,316 Deferred shares of 0.1p each 1,226 1,226
11,179 11,179
The ordinary shares have both voting rights and the right to dividends. The
deferred shares have no rights to dividends and no voting rights.
On a winding up the holders of the deferred shares of 4.8p each shall be
entitled to receive 1p per share after the repayment of all amounts payable to
the holders of any other class of share and the payment of £5,000 on each
ordinary share for the time being in issue. On a winding up the holders of
deferred shares of 0.1p each shall be entitled to receive 0.1p per share after
the payment of £5,000 on each ordinary share for the time being in issue but
shall not confer the right to participate in any surplus.
The deferred shares of 4.8p each are redeemable at the company's option any
time at a price of 1p for each of the deferred shares held by any member. The
deferred shares of 0.1p each are transferable at the company's option at any
time to any person at a total price of 1p for all of the shares held by a
shareholder. The deferred shares of 0.1p each are redeemable or cancellable
at the company's option at any time at a total price of 1p for all of the
shares held by a shareholder.
As the deferred shares rank behind the ordinary shares, they are recognised as
equity.
Managing Capital
The Group considers only the allotted share capital set out above to be the
capital of the group. There are no financial liabilities considered to be
part of the capital, and no components of equity excluded from it.
The Group's objectives when managing capital are:
- To safeguard the entity's ability to continue as a going concern, so that
it can continue to provide returns for shareholders and benefits for
other stakeholders.
- To provide an adequate return to shareholders by pricing products and
services at an appropriate level taking into account the level of
risk.
The Group sets an amount of capital in proportion to risk. The Group manages
the capital structure and makes adjustments to it in the light of changes in
economic conditions and risk characteristics of the underlying assets.
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2016
13. CALLED UP SHARE CAPITAL - continued
The entity is not subject to any externally imposed capital requirements.
14. RESERVES
Retained Share Other
earnings premium reserves Totals
£'000 £'000 £'000 £'000
At 1st January 2016 (35,629) 2,803 15,384 (17,442)
Deficit for the year (62) - - (62)
At 31st December 2016 (35,691) 2,803 15,384 (17,504)
Company
Retained Share Other
earnings premium reserves Totals
£'000 £'000 £'000 £'000
At 1st January 2016 (50,675) 2,803 30,938 (16,934)
Deficit for the year (36) - - (36)
At 31st December 2016 (50,711) 2,803 30,938 (16,970)
Other reserves of the Group consist of a capital redemption reserve of £1.92m
(2015: £1.92m), a non-distributable capital reserve of £3.33m (2015: £3.33m),
and a special reserve of £10.13m (2015: £10.13m).
Other reserves of the company consist of a capital redemption reserve of
£1.92m (2015: £1.92m) and a special reserve of £29.02m (2015: £29.02m).
15. TRADE AND OTHER PAYABLES
Group Company
31.12.16 31.12.15 31.12..16 31.12.15
£ 000 £ 000 £ 000 £ 000
Current:
Trade Creditors 121 132 121 132
Amounts owed to group undertakings - - 3,522 3,519
Other Creditors 23 23 23 23
Accruals and deferred income 83 51 51 48
Directors current accounts 30 - 30 -
257 206 3,747 3,722
16. FINANCIAL LIABILITIES - BORROWINGS
Group Company
31/12/16 31/12/15 31/12/16 31/12/15
£ 000 £ 000 £ 000 £ 000
Current:
Other loans - less than 1 year 10 10 - -
Non Current:
Other loans 1 - 2 years 6,072 6,072 2,062 2,062
Terms and debt repayment schedule
Group
1 year or less 1 - 2 years Totals
£ 000 £ 000 £ 000
Other loans 10 6,072 6,082
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2016
The Current Financial Liabilities - Borrowings figure is due to Mr Firdaus
Ruttonshaw, who is not a related party. The loan agreement says this is due
for repayment in less than 12 months.
The Non-Current Financial Liabilities - Borrowings figure comprises the
following loans:
£4,010,000 due to One World Limited, which is not a related party. The loan
agreement for this states that the lender will not seek repayment of this loan
other than by means of conversion to equity and and there is no agreed time
frame for that at the moment.
£2,062,172 due to Excite Enterprises Limited, which is not a related party.
The loan agreement for this states that the lender must give at least 12
months' notice if they want repayment of all or part of the balance.
17. FINANCIAL INSTRUMENTS
The Group uses financial instruments, comprising borrowings, cash, liquid
resources and various items, such as trade debtors, trade creditors etc., that
arise directly from its operations. The main purpose of these financial
instruments is to raise finance for the group's operations.
The Group did not enter into derivatives transactions such as interest rate
swaps, forward rate agreements and forward foreign currency contracts.
The Board of the Group considers that the interest rate risk, liquidity risk
and foreign currency risks arising from the Group financial instruments are
low. However it reviews policies for managing each of these risks and they
are summarised below. These policies have remained unchanged from previous
periods.
It is and has been throughout the year under review, the group policy that no
trading in financial instruments shall be undertaken.
Short-term debtors and creditors
Short-term debtors and creditors have been excluded from all the following
disclosures, other than the currency risk disclosures.
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2016
Interest rate risk
The Group finances its operations through a mixture of borrowings. It relies
on loans from its shareholders to ensure sufficient liquidity is available to
meet foreseeable needs.
Maturity of financial liabilities
For the Group financial liabilities analysis at 31 December 2016 see note 15
and 16.
Currency risk
The Group does not have foreign investments held in foreign currencies.
The Group's exposure to translation and transaction foreign exchange risk is
considered to be low by the board.
100% of the Group's worldwide income in the year was invoiced in Sterling. As
a result the board does not consider there is a need for Group policy to
manage the currency risk as it considers the risk to be low.
Fair values
The Board considers that the fair values of the Group's borrowings are equal
to their book values.
18. RELATED PARTY DISCLOSURES
31.12.16 31.12.15
£000 £000
Receivables
Barry Pettitt - 8
- 8
Payables
Barry Pettitt 30 -
30 -
Barry Pettitt, the Chairman and Chief Executive Officer of Ross Group Plc,
owns Prime Growth Enterprises Limited. Prime Growth Enterprises Limited owns
17% of the ordinary share capital in Ross Group Plc.
Barry Pettitt has pledged to cover the overheads of the Group until 19 October
2018.
ROSS GROUP PLC & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2016
Company
At the year end Ross Group plc had the following outstanding balances with its
related parties:
31.12.16 31.12.15
£000 £000
Receivables
Barry Pettitt - 8
Ross Diversified Trading Limited (formerly Sansui Electronics (UK) Limited) 4 4
4 12
Payables
San Gain Industrial Company Limited 3,522 3,519
Barry Pettitt 30 -
3,552 3,519
Ross Group Plc owns 100% of the ordinary share capital of Ross Diversified
Trading Limited and San Gain Industrial Company Limited.
Barry Pettitt, the Chairman and Chief Executive Officer of Ross Group Plc,
owns Prime Growth Enterprises Limited. Prime Growth Enterprises Limited owns
17% of the ordinary share capital in Ross Group Plc.
19. ULTIMATE CONTROLLING PARTY
The directors consider that there is no ultimate controlling party of Ross
Group Plc and subsidiaries for 2016; however Barry Pettitt, by virtue of his
position as CEO within the Group and his 17% shareholding, exerts a
significant influence.
20. RECONCILIATION OF MOVEMENTS IN RESERVES
Group
31.12.16 31.12.15
£'000 £'000
Profit for the financial year (62) 111
Shares issued in the year - -
Net addition to reserves (62) 111
Opening reserves (6,263) (6,374)
Closing reserves (6,325) (6,263)
Company
31.12.16 31.12.15
£'000 £'000
Profit for the financial year (36) 114
Shares issued during the year - -
Net addition/(reduction)to reserves (36) 114
Opening reserves (5,755) (5,869)
Closing reserves (5,791) (5,755)
This information is provided by RNS
The company news service from the London Stock ExchangeRecent news on Ross
See all newsREG - Official List - Removal- ROSS GROUP PLC
AnnouncementREG - Stock Exch Notice Ross Group PLC - Cancellation - ROSS GROUP PLC
AnnouncementREG - Ross Group PLC - Temporary Suspension
AnnouncementREG - Official List - Suspension - ROSS GROUP PLC
AnnouncementREG - Ross Group PLC - Half-year Report
Announcement