Final Results

Leeds Group PLC 10 December 2002 Issued on behalf of Leeds Group plc Date: Tuesday, 10 December 2002 Embargoed: 7.00am Leeds Group plc Preliminary Results for the year ended 30 September 2002 • Significant progress in delivering strategy as withdrawal from all UK textile operations completed • Leeds Leasing profit before tax increased by 15%, exceeding £1m for the first time. • Group loss before tax and exceptional items reduced to £0.3m (2001: £0.6m) • Exceptional items of £6.3m (2001: £14.6m) lead to Group pre-tax loss of £6.6m (2001: loss £15.2m) • Debt of textile businesses reduced to £1.5m (2001: £12.4m) 'During the year, the Group has made substantial progress towards delivering its declared strategy of withdrawal from textile manufacturing operations in order to focus on its successful UK finance leasing operation. ' 'In the current year, we expect Leeds Leasing to continue recent trends and increase the value of new business financed. ' 'The consolidated business of Hemmers-Itex is trading profitably and already benefiting from cost reductions and lower levels of working capital employed. ' 'The markets in which Nemesis operates remain challenging, and we continue to monitor the cost base closely as we seek a satisfactory exit from this business.' Bill Cran, Chairman FULL STATEMENTS ATTACHED Enquiries: Leeds Group plc Citigate Dewe Rogerson Ltd Malcolm Wilson, Group Managing Director Fiona Tooley Today: 07801 224618 Tel: 0121 455 8370 or 07785 703523 Thereafter: 0113 391 9000 Dawn Bowler, Group Finance Director Tel: 0113 391 9000 -2- Leeds Group plc Preliminary Results STATEMENT BY THE CHAIRMAN, BILL CRAN Strategy During the year, the Group has made substantial progress towards delivering its declared strategy of withdrawal from textile manufacturing operations in order to focus on its successful UK finance leasing operation. The sale in the year of the UK Dyeing Division, Sharps Fabric Printers and all four surplus freehold properties has completed the textile divestment programme in the UK. In April 2002, we announced our intent to close Itex, the Dutch fabric import and distribution business based in Brummen, and to supply the Itex customer base from our Hemmers business in nearby Nordhorn. This German subsidiary has now been re-named Hemmers-Itex, and we expect synergistic cost savings to benefit its results in the current year. Results In my first statement to shareholders since being appointed Chairman in February of this year, I am pleased to report that, although the year ended 30 September 2002 was a difficult one, there have been improvements across the business. The Group loss before tax and exceptional items was reduced from £0.6m in 2001 to £0.3m. The losses on the sale of the UK Dyeing Division and Sharps Fabric Printers together with the closure costs of Itex in Holland resulted in exceptional costs of £6.3m (2001: £14.6m), and after accounting for exceptional items, the pre-tax loss for the year was £6.6m (2001: £15.2m). During the year, we reduced indebtedness in our textile businesses to £1.5m (2001: £12.4m). Trading results for our continuing businesses were mixed. Leeds Leasing made further satisfactory progress. Pre-tax profit grew by 15%, exceeding £1m for the first time. There was an increase of 11% in the lease book which was almost wholly funded through cash generation; bank debt increased modestly to £13.7m (2001: £13.3m). Operating profit before exceptional items in Hemmers-Itex fell by 5% in the light of a 15% reduction in sales reflecting the difficult retailing environment, especially in Germany. In addition, in response to the unacceptable bad debt losses of previous years, we implemented a policy of supplying only to customers where we were able to obtain credit insurance. The operating loss before exceptional items at Nemesis increased by £0.6m to £0.7m as a consequence of a reduction in turnover of £2.8m (18%), in response to which we reduced employment levels by 17%. We have made significant progress towards our goal of resuming dividends and returning surplus cash to shareholders. Following the divestment of all textile manufacturing businesses other than Nemesis, within the much reduced net debt of £1.5m that remains in our textile operations at 30 September 2002 there was a Sterling cash surplus of £8.1m. However, it remains the case that, for practical purposes, we shall need to have divested Nemesis before beginning the process of capital reconstruction necessary to achieve our goal. To resolve this issue remains our top priority for the short term. People As a consequence of the restructuring of recent years, we have three continuing businesses. Leeds Leasing, Hemmers-Itex and Nemesis are each managed by strong boards of directors, which include members of the main board. During the year, we took steps to reduce the level of Head Office costs, and full time employees have been reduced to a number appropriate for the reduced size of the Group as a whole. It has been a testing year for all concerned and my thanks go to our staff for their hard work during the year. On behalf of the Board, I would also like to congratulate Malcolm Wilson and Dawn Bowler who were promoted to Managing Director and Finance Director respectively in September 2002. -3- Leeds Group plc Preliminary Results Prospects In the current year, we expect Leeds Leasing to continue recent trends and increase the value of new business financed, and we have in place sufficient bank facilities, without recourse to the parent company, to fund this anticipated growth. Profit growth is likely to be restricted by the need to absorb more costs previously borne by Group Head Office. The consolidated business of Hemmers-Itex is trading profitably and already benefiting from cost reductions and lower levels of working capital employed. The sale of the freehold property in Holland previously occupied by Itex was completed in November and the proceeds will contribute to what we anticipate to be a year of strong cash generation. In the first two months of the current year, Nemesis has traded profitably and although early indications are that sales for the year will be stronger than last year, the continuing seasonal nature of this business would lead us to expect, at this stage, that Nemesis could make a small full year loss. The markets in which Nemesis operates remain challenging, and we continue to monitor the cost base closely as we seek a satisfactory exit from this business. -4- Leeds Group plc Preliminary Results OPERATING AND FINANCIAL REVIEW Group sales Turnover for the year was £33.5m, and the reduction from last year's level of £56.2m reflects the absence of sales from the UK Printing Division, divested in the summer 2001, and only 15 weeks sales from UK Dyeing Division, which was sold in January 2002. An analysis of sales by segment shows: Translation Increase/ 2001 Differences (Decrease) 2002 £000 £000 £000 £000 Leeds Leasing Gross rentals 9,985 - 2,568 12,553 Depreciation of leased assets (6,975) - (1,944) (8,919) Leasing turnover 3,010 - 624 3,634 Hemmers-Itex 14,969 216 (2,451) 12,734 Nemesis 15,760 228 (3,027) 12,961 Continuing operations 33,739 444 (4,854) 29,329 Discontinued in 2001 9,354 - (9,354) - Discontinued in 2002 13,137 - (8,993) 4,144 Group sales 56,230 444 (23,201) 33,473 Group operating profit An analysis by segment of operating profit/(loss) before exceptional items shows: Translation Increase/ 2001 Differences (Decrease) 2002 £000 £000 £000 £000 1,683 - 208 1,891 Leeds Leasing Hemmers-Itex 601 9 (40) 570 Nemesis (51) (1) (644) (696) Unallocated central costs (753) - (172) (925) Continuing operations 1,480 8 (648) 840 Discontinued in 2001 (2,528) - 2,528 - Discontinued in 2002 2,052 - (1,887) 165 Group operating profit before exceptional items 1,004 8 (7) 1,005 Leeds Leasing Leeds Leasing enjoyed another satisfactory year of growth, establishing a new record level of pre-tax profit for the third successive year. New business financed, whether taken onto our own book or brokered, increased by 13%, gross revenue (turnover) increased by 21% and pre-tax profit grew by 15%. The lease book at the year end stood at £18.3m, 11% higher than 2001. Although the majority of new business was written in the traditional core sectors of catering, leisure and hospitality, we wrote an encouraging level of business in newer sectors, such as machine tools, and made progress towards introducing our business model to other sectors as well. -5- Leeds Group plc Preliminary Results Leeds Leasing (contd) The management team was further strengthened in the year by the appointment of David Eyre as Head of Risk, an area where, after a long career in finance leasing, he has gained considerable experience. In the current year, we also intend to improve the functionality of our IT and information systems to provide a more modern platform for the information and control environment that will support further growth in the future. As a sales-aid leasing Company, our success is linked to that of the suppliers of capital goods from whom we receive referrals. We believe we have already partnered with quality suppliers and continue to add to this list where we see growth prospects that are sound. Adequate bank funding, without recourse to the parent company, is in place to finance our growth plans. Although profit growth in the current year will be held back by the need to absorb more costs previously borne by the Group Head Office, the outlook for the future remains encouraging. Hemmers-Itex Sales by the Dutch-based Itex fell by 29%, principally due to the ease with which its larger customers are now able to source directly and more cost-effectively from the Far East, and to our change in internal policy that requires credit insurance to be available for all deliveries. At Hemmers, sales were just 4% below the previous year despite the adverse conditions affecting the German retail sector. Overall, sales for Hemmers-Itex fell by 15% but the rate of gross margin was maintained and reduced overheads, particularly bad debt expense, restricted the reduction in operating profit before exceptional costs to 5%. During the year, we obtained the consent of the court to our plan to close Itex, and agreed with the workforce a social plan under which deliveries from the Dutch warehouse ceased at the end of November 2002. An exceptional cost of £1.1m is included in respect of this closure to cover redundancy costs and asset write-downs. In the current year, with all warehousing and customer deliveries handled at Hemmers, we expect the reduced overheads to be reflected in increased profitability. It is important to retain as much of the Itex customer base as possible and, to that end, the Company retains a dedicated sales team in Holland. The Navision integrated business software successfully implemented in 2002 creates the information and control environment in which we expect not only to be able to manage the greater throughput in Germany, but to achieve further stock reductions. Nemesis 2002 proved to be the most disappointing year for Nemesis since it was acquired by the Group in 1996. Following very low levels of demand in the garden furniture season, first half sales were down by 25% on the previous year and although sales in the second half were only 2% down on 2001, the sales reduction of £2.8m in the year as a whole led inevitably to a large operating loss of £0.7m (2001: loss £0.1m). The adverse profit impact of reduced sales was partially offset by reduced overheads: although administrative expenses have increased in 2002 by £227,000, the 2001 comparative figure included one-off currency gains and profits on asset sales together amounting to £294,000. Exceptional restructuring costs of £0.2m were incurred in the year, chiefly in respect of reduced employment levels. Incoming orders and sales in the first two months of the current financial year, the size of the order book compared with last year, and the reduced cost base make it likely that 2003 would not see losses at Nemesis of the magnitude of 2002. Nevertheless, we have concluded that the best interests of shareholders will be served by a rapid sale of Nemesis, and this is our greatest priority in the months ahead. -6- Leeds Group plc Preliminary Results Exceptional items The exceptional costs of £6.3m relate to group restructuring and are described in note 2. The loss on sale of textile businesses of £5.3m includes £3.9m of recycled goodwill written back to reserves on the disposal of the UK Dyeing Division. Taking account of this goodwill, and of the exceptional tax credit of £0.6m, the net impact of exceptional items on shareholders' funds is restricted to £1.8m. During the year, net cash receipts relating to the restructuring undertaken in the last two years amounted to £8.8m. In November 2002, the cash cost of restructuring Hemmers-Itex was more than recovered by the sale for £0.6m of a freehold property in Holland. Net interest expense The Group net interest charge is analysed as follows: 2002 2001 £000 £000 872 796 Leeds Leasing Textile operations 446 810 Group total 1,318 1,606 The interest cost of Leeds Leasing is expected to grow in line with the further expansion of the lease book and its associated debt. The reduction in interest incurred in textile operations reflects the fall in textile related debt in the year from £12.4m to £1.5m. Taxation The tax credit for the year reflects tax recoverable in the UK and Holland due to the cessation of trade in Leeds Dyers Ltd and Itex, and a deferred tax asset in Leeds Leasing recognised in line with the requirements of FRS 19. The profits of Leeds Leasing have been fully relieved by Group losses for the last two years, during which time first year allowances were not claimed in order to maximise the use of group relief. The tax value of these deferred capital allowances is such that the tax charge for Leeds Leasing in the next two years is expected to consist entirely of the reversal of the deferred tax asset recognised this year, with no cash tax becoming payable. Dividend As a result of the exceptional losses on disposal of the remainder of the Group's UK textile interests, the deficit on distributable reserves increased to £6.5m during the year and in these circumstances it is not possible to resume dividend payments. Immediately upon divesting Nemesis it will be possible to carry out the scheme of capital reconstruction that is required to permit dividends to be paid and surplus cash being returned to shareholders in the future. Trading Outlook The current year has begun in a satisfactory manner at Leeds Leasing and at Hemmers-Itex, and we confidently expect both of these businesses to make further progress in the remainder of the year. At Nemesis, early order intake and sales volumes are ahead of last year, and the order book is substantially fuller. Nevertheless, we do not believe that the level of sales in the full year will be sufficient to generate a level of operating profit that would justify retaining Nemesis within the Group, and therefore we are taking steps to divest the business over the following months. -7- Leeds Group plc Preliminary Results Fixed assets Fixed asset additions in the year amounted to less than £0.4m, and future capital expenditure will continue to be restricted to essential items required to maintain production capacity. Tangible fixed assets in the Balance Sheet fell during the year from £16.1m to £5.9m, reflecting the completion of the UK textile divestment programme. Following the sale in November 2002 of the Dutch property formerly occupied by Itex, the Group has no material fixed assets other than those at Nemesis, which comprise a freehold property (£3.1m) and plant and machinery (£1.8m). Working capital Significant reductions were achieved during the year in Hemmers-Itex (17%) and Nemesis (32%), which are analysed as follows: Hemmers-Itex Nemesis £000 £000 710 919 Stock Trade debtors 522 581 Other 149 36 Total working capital reduction 1,381 1,536 These working capital reductions reflect reduced activity levels as well as management actions to reduce investment in working capital. At Hemmers-Itex, we believe that stock can safely be reduced further. In the case of Nemesis, the working capital reduction meant that the large loss sustained did not lead to an increase in debt, although it is doubtful whether further material working capital reductions can be made to fund any further losses. Exchange exposure It is not the Group's policy to hedge the translation of profits or losses of its European subsidiaries, nor to hedge their balance sheets except to the extent it is possible to match their net assets with debt denominated in Euros. Transactional exposures arise in European subsidiaries where loomstate cloth or printed fabric is sold, principally in Euros, having first been purchased in US Dollars. The impact of exchange rate changes is minimised by the Group's policy requiring forward exchange contracts to match sales and purchases denominated in a currency foreign to the subsidiary. -8- Leeds Group plc Preliminary Results Debt profile The borrowings policy of the Group continues to be to match its funding requirement in a cost- effective fashion with an appropriate combination of short and medium term debt. The Group's net debt of £15.2m at 30 September may be analysed as follows: Textile operations Total Leasing Denominated in textiles Denominated in Total Euro Sterling debt Sterling Group £000 £000 £000 £000 £000 (454) (8,081) (8,535) - (8,535) Cash Overdrafts 5,354 - 5,354 1,664 7,018 Total on demand 4,900 (8,081) (3,181) 1,664 (1,517) Fixed rate loans due: within one year 3,662 - 3,662 6,561 10,223 after more than one year 1,028 - 1,028 5,461 6,489 Total 9,590 (8,081) 1,509 13,686 15,195 Bank borrowings in Hemmers-Itex and Nemesis are unsecured, but are covered by parent company guarantees. Leeds Leasing debt consists primarily of block discounting lines with a number of banks under which fixed interest debt is raised with an amortising profile matching that of the block of lease agreements on which the debt is secured, and borrowings of £12.0m are secured in this fashion. Of the debt of £13.7m at 30 September 2002, £3.2m was covered by parent company guarantees. Since that date, the parent company has been released from the guarantees in respect of further borrowings amounting to £1.5m. As at 9 December 2002, the aggregate borrowings facilities negotiated by Leeds Leasing, without recourse to the parent company, amounts to £17.8m. Capital gearing The Group's gearing at 30 September 2002 is analysed between leasing and textile activities as follows: 2002 2001 Leasing Textiles Group Leasing Textiles Group £000 £000 £000 £000 £000 £000 Shareholders' funds 4,732 17,206 21,938 3,034 20,828 23,862 Net debt 13,686 1,509 15,195 13,336 12,360 25,696 Gearing 289% 9% 69% 440% 59% 108% The Directors consider the gearing in Leeds Leasing to be modest in comparison with the norm in the sector and is well within the limits imposed by banking covenants. The amortising debt structure provides a suitable hedge against interest rate risk. Malcolm Wilson Dawn Bowler Managing Director Finance Director -9- Leeds Group plc Preliminary Results Consolidated Profit And Loss Account for the year ended 30 September 2002 2002 2001 Continuing Discontinued Continuing Discontinued Restated operations operations Total operations operations Total £000 £000 £000 £000 £000 £000 Turnover 29,329 4,144 33,473 33,739 22,491 56,230 Cost of sales (21,803) (3,135) (24,938) (25,774) (18,913) (44,687) Gross profit 7,526 1,009 8,535 7,965 3,578 11,543 Distribution costs (1,075) (83) (1,158) (1,284) (472) (1,756) Administrative expenses (6,931) (761) (7,692) (8,567) (3,953) (12,520) Operating profit/(loss) before exceptional items 840 165 1,005 1,480 (476) 1,004 Exceptional items (1,320) - (1,320) (3,366) (371) (3,737) Operating (loss)/profit (480) 165 (315) (1,886) (847) (2,733) Profit on sale of land and - 295 295 - 1,185 1,185 buildings Loss on sale or termination of a business operation - (5,275) (5,275) - (12,057) (12,057) Loss before interest (480) (4,815) (5,295) (1,886) (11,719) (13,605) Interest receivable and similar income 198 78 Interest payable and similar charges (1,516) (1,684) Net interest payable (1,318) (1,606) Loss on ordinary activities before (6,613) (15,211) taxation Tax credit on loss on ordinary 710 3,320 activities Loss on ordinary activities after taxation for the financial year (5,903) (11,891) Equity dividends paid and proposed - (366) Unrecovered loss for the financial year (5,903) (12,257) (Loss)/earnings per share before exceptional items (0.7)p 0.7p exceptional items (15.5)p (33.2)p after exceptional items (16.2)p (32.5)p Dividend per share - 1.0p Consolidated Statement of Total Recognised Gains And Losses Restated 2002 2001 £000 £000 Loss for the financial year (5,903) (11,891) Foreign currency translation differences 91 217 Total recognised losses relating to the financial year (5,812) (11,674) Comparative figures have been restated to reflect the adoption of FRS 19 on deferred taxation. A prior year adjustment of £798,000 has therefore been made. -10- Leeds Group plc Preliminary Results Consolidated Balance Sheet at 30 September 2002 Group Company Restated 2002 2001 2002 2001 £000 £000 £000 £000 Fixed assets Intangible assets 1,053 1,123 - - Tangible assets 5,894 16,074 42 - Investments - - 4,342 5,741 6,947 17,197 4,384 5,741 Current assets Stocks 7,235 10,109 - - Debtors 11,169 14,920 14,694 18,170 Deferred taxation 1,050 742 75 - Finance lease debtors 18,335 16,702 - - Total debtors 30,554 32,364 14,769 18,170 Cash at bank and in hand 8,535 215 1 1 46,324 42,688 14,770 18,171 Creditors: amounts falling due within one year (24,844) (26,639) (641) (839) Net current assets 21,480 16,049 14,129 17,332 Of which: due within one year 8,820 5,501 14,054 17,332 debtors due after more than one year 12,660 10,548 75 - Total assets less current liabilities 28,427 33,246 18,513 23,073 Creditors: amounts falling due after more than one year (6,489) (9,277) - - Accruals and deferred income - (107) - - Net assets 21,938 23,862 18,513 23,073 Capital and reserves Called up equity share capital 9,150 9,150 9,150 9,150 Share premium account 15,832 15,832 15,832 15,832 Profit and loss account (3,044) (1,120) (6,469) (1,909) Equity shareholders' funds 21,938 23,862 18,513 23,073 Reconciliation of movements in shareholders' funds Result for the year (5,903) (11,891) (4,560) (13,861) Dividends paid - (366) - (366) Goodwill written back 3,888 5,173 - - Exchange differences 91 217 - - Net transfer from shareholders' funds (1,924) (6,867) (4,560) (14,227) Shareholders funds' at the beginning of the year 23,862 30,729 23,073 37,300 Shareholders funds' at the end of the year 21,938 23,862 18,513 23,073 -11- Leeds Group plc Preliminary Results Consolidated Cash Flow Statement for the year ended 30 September 2002 2002 2001 £000 £000 Cash inflow/(outflow) from operating activities 3,148 (2,786) Return on investments and servicing of finance (1,318) (1,606) Taxation (385) 126 Capital expenditure and financial investment 4,604 (434) Acquisitions and disposals 4,625 943 Equity dividends paid - (1,098) Cash inflow/(outflow) before financing 10,674 (4,855) Financing (2,635) 3,213 Increase/(decrease) in cash in the year 8,039 (1,642) Reconciliation of Net Cash Flow to Movement in Net Debt 2002 2001 £000 £000 Increase/(decrease) in cash in the year 8,039 (1,642) Net cash inflow/(outflow) from debt and lease financing 2,635 (3,213) Change in net debt resulting from cash flows 10,674 (4,855) Translation difference (173) (399) Movement in net debt 10,501 (5,254) Net debt at beginning of the year (25,696) (20,442) Net debt at end of the year (15,195) (25,696) Reconciliation of operating profit to operating cash flows 2002 2001 £000 £000 Operating loss (315) (2,733) Depreciation and amortisation of fixed assets 856 2,196 Impairment of tangible fixed assets and goodwill, and other assets written off 294 3,366 Amortisation of goodwill 86 69 Grants received - 62 Loss/(profit) on sale of tangible fixed assets 86 (86) Decrease in stocks 1,822 1,056 Decrease in debtors 3,062 1,711 Decrease in creditors (1,110) (3,174) Increase in finance lease debtors (1,633) (4,349) 3,148 (1,882) Expenditure relating to exceptional items: Redundancy costs - (568) Other costs - (336) - (904) Net cash inflow/(outflow) from operating activities 3,148 (2,786) -12- Leeds Group plc Preliminary Results Notes 1. The Directors do not recommend the payment of a dividend. 2. Exceptional items of £6.3m were charged in the year in respect of: £m Hemmers-Itex consolidation 1.1 Nemesis 0.2 1.3 Sale of land and buildings (0.3) Sale of UK textile businesses 5.3 6.3 3. Comparative figures have been restated to reflect the adoption of FRS 19 on deferred taxation. A prior year adjustment of £798,000 has therefore been made. 4. The financial information set out on pages 9 to 11 does not constitute the Company's statutory accounts for the year ended 30 September 2002 or the year ended 30 September 2001 but is derived from those accounts. 5. Statutory accounts for the year ended 30 September 2001 have been delivered to the Registrar of Companies, and those for the year ended 30 September 2002 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 section 237(2) or (3) of the Companies Act 1985. 6. Full accounts will be sent to shareholders in December 2002. Further copies will then be available from the Company's Registered Office, Schofield House, Gateway Drive, Yeadon, Leeds, LS19 7XY, or from the Group's website, www.leedsgroup.plc.uk. 7. The Annual General Meeting will be held at the offices of KPMG Audit Plc, 1 The Embankment, Neville Street, Leeds, LS1 4DW on 17 March 2003 at 9.30am. This information is provided by RNS The company news service from the London Stock Exchange UUGWUPUPPGRB

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