Leeds Group Regulatory News (LDSG)

Issued on behalf of Leeds Group plc

Date: 12 November 2019

Leeds Group plc

("Leeds Group" or "the Group")

Final Results for the year ended 31 May 2019

Leeds Group reports the final results of the Group for the year to 31 May 2019.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (MAR) and has been arranged for release by Jan G Holmstrom, Chairman.

Enquiries:

Leeds Group plc Cairn Financial Advisers LLP

Dawn Henderson - 07747 777055 Tony Rawlinson / Liam Murray - 020 7213 0880

Chairman's Statement

It has been an extremely difficult and disappointing year for the Group. Trading conditions have continued to be challenging with increased competition creating pressure on gross margins within both the wholesale and retail textile markets. Hemmers-Itex Textile Import Export GmbH ('Hemmers'), the main trading subsidiary, has been affected by the deterioration in both its German and external markets.

On 5th July 2018, an additional investment was made in Stoff-Ideen-KMR Gmbh ('KMR') so that the company became a wholly owned subsidiary rather than a joint venture arrangement. KMR has a limited number of retail shops in Germany and the directors had hoped that with full control of the business and synergies with Hemmers, that the company would contribute to increased profits for the Group. As the retail market in Germany has deteriorated, KMR has also been affected with sales falling during the year with no positive result contribution. 

During the year the directors have therefore undertaken a further strategic review of all trading businesses within the Group. The directors see the need to further concentrate on the Group's core business, Hemmers, and have implemented plans and cost cutting measures to ensure that the company is in a good position both to face the current challenging market conditions and to respond to any improvement. A decision has been made to close Chinoh-Tex Ltd ('Chinoh-Tex'), the Chinese subsidiary of Hemmers, as it is not generating adequate profits despite recent actions taken to reduce costs. A number of measures have been implemented in KMR to further improve efficiencies and reduce the cost base, such as implementation of new IT systems and changes to how shops are staffed and managed. Management will closely monitor the performance of the KMR retail outlets and take the necessary actions to ensure satisfactory levels of profit are achieved in each.

Trading conditions remain challenging and it will be a difficult year again in 2020, as it will take time for the decisions taken this year to fully translate into improved results. Given the steps that have been taken during the year to improve efficiencies which will reduce the cost level further and enable the Group to compete with a more aggressive sales strategy to regain lost market share, the directors do believe the Group will return to acceptable levels of profit in the forthcoming years, partly because of the potential for consolidation in the market as we expect some competitors to exit the market.

On behalf of shareholders, I want to thank the management and staff of Hemmers, Chinoh-Tex and KMR who have all continued to work tirelessly in very difficult conditions.

Jan G Holmstrom

Chairman

11 November 2019

Finance and Operating Review

Group result

Group revenue in the year was £41,271,000 (2018: £41,538,000). Despite including KMR as a wholly owned subsidiary for eleven months of the year, sales are slightly lower than last year. Market conditions for all trading subsidiaries have been challenging and all companies have faced intense competition both domestically and internationally.

The Group's operating loss of £1,022,000 includes a goodwill impairment charge of £982,000. (2018: profit £1,152,000). Overheads were higher than expected and action has now been taken to realign those overheads to the reduced turnover levels. The goodwill that arose when the Group acquired Hemmers in 1999 amounting to £982,000 has been provided for in the year as an impairment and shown as an exceptional item. Therefore, the Group loss before tax this year is £1,250,000 (2018: profit £885,000).

The tax charge in the year was £43,000 (2018: £340,000). Loss per share was 4.7p (2018: earnings per share 2.0p).

Hemmers 

This German-based business is engaged in the import, warehousing and wholesaling of fabrics.

Sales for the year were significantly lower than last year at £30,939,000 (2018: £38,299,000). The market in Germany has fallen considerably during the year and Hemmers has also come under increased price pressure from competitors. The gross margin percentage decreased slightly to 21.0% (2018: 22.1%) and that, together with the lower level of sales volume, has resulted in a fall in gross profit. Despite a 6% reduction in overhead expenditure, the pre-tax profit reduced to £239,000 (2018: £1,123,000). A strategic sales review coupled with a comprehensive cost review was undertaken during the financial year to ensure the cost base for Hemmers is aligned to the current market conditions. Hemmers is focused on growing its business domestically and internationally in both its wholesale and retail markets with a more aggressive sales strategy. Hemmers will thereby be in a better position to compete in the marketplace next year to regain lost market share, but it will take some time for the new strategies to be fully recognised.

Hemmers bank debt, net of cash, decreased in the year to £4,197,000 (2018: £4,963,000). This bank debt is secured on the assets of Hemmers.

KMR

On 5th July 2018, KMR became a wholly owned subsidiary within the Group. Prior to that the Group owned 50% of KMR and it was therefore accounted for as a joint venture. Up to that date, the Group's share of the post-tax loss of KMR in the year was £34,000 (2018: £107,000) and that amount is shown separately on the face of the profit and loss account. From the date of acquisition, KMR has been fully consolidated into the Group accounts.

KMR is a retail business trading in Germany. KMR's operating performance since acquisition has been well below expectations. Sales for the company for the whole year were lower than last year at £8,656,000 (2018: £9,343,000). The German retail market has fallen considerably during the year and therefore KMR sales have fallen also. 

Costs were too high for the level of trading resulting in an increased loss for the year of £554,000 (2018: loss of £210,000). The integration and efficiencies expected at the start of the financial year have not yet been delivered and further actions have been taken to resolve the situation. Improved working efficiencies have been implemented including the introduction of new working patterns which should ensure that KMR achieves a breakeven position next year.

Chinoh-Tex

Chinoh-Tex is a textile trading subsidiary of Hemmers. It is based in Shanghai and has been trading for eleven years. It purchases fabric from Chinese suppliers and in 2019 sold to customers in 52 countries. 43% of sales were made to EU countries (2018: 43%). External sales revenue was considerably lower this year £2,366,000 (2018: £3,239,000). Gross margins, however, improved to 19% (2018: 15%). In line with the cost review undertaken, overhead spending was reduced as compared to last year £251,000 (2018: £388,000). Thus, despite the reduced level of sales Chinoh-Tex's result for the year was a pre-tax profit of £31,000 (2018: loss £86,000). 

Chinoh-Tex has provided valuable assistance to its European parent with the purchasing, inspection and shipping of material. However internal sales revenue this year, based on arms-length prices, amounted to just £204,000 (2018: £556,000). With Chinoh-Tex also facing increased competition and decreasing sales as more customers choose to deal directly with the manufacturers in China, the directors have decided to cease trading effective 28 August 2019 with the liquidation completed by 31 December 2019. This will enable Hemmers management to entirely focus on developing the Hemmers and KMR businesses.

Fixed Assets

Capital additions in the year amounted to £550,000 (2018: £400,000). The net book amount of tangible fixed assets in the Consolidated Statement of Financial Position is £9,543,000 (2018: £8,319,000). The acquisition of KMR increased fixed assets by £1,307,000, of which £864,000 related to freehold land and buildings.

Working Capital

Working capital which comprises inventories, trade and other receivables, and trade and other payables increased in the year by £1,031,000 (2018: decreased £345,000). This is due mainly to the acquisition of KMR as KMR had working capital of £1,761,000 at the date of acquisition. There were no major changes to the working capital requirements for the Group during the year. The Group continues to monitor its working capital requirements within its current banking facilities.

Net Asset Value

Net assets decreased in the year by £1,247,000 as follows:

Debt Profile

The funding policy of the Group continues to be to match its funding requirement in trading subsidiaries in a cost-effective fashion with an appropriate combination of short and longer-term debt. Property investments have been financed partly by long term loans at fixed interest rates between 1.05% and 4.07%. Working capital finance, when required, is via short term loans of three months currently attracting interest at rates of between 1.25% and 2.5%. Bank debt in the subsidiaries is secured by charges on inventories, receivables and property and is without recourse to the Parent Company.

Impairment reviews

In accordance with IAS 36, an annual impairment review was carried out for each cash-generating subsidiary to which goodwill is allocated. Based on this review the directors considered that the goodwill of £982,000 arising on the acquisition of Hemmers in 1999 was impaired and thus the goodwill was written off in the financial statements.

Principal risks and uncertainties

The Board has identified the main categories of business risk in relation to the Group's strategic aims and objectives, and has considered reasonable steps to prevent, mitigate and manage these risks. The principal risks identified are as follows:

Funding risk

The Group has a combination of short-term borrowing facilities and longer-term loan agreements secured on Group properties. The Group remains dependent upon the support of these funders and there is a risk that failure in a particular company to meet banking covenants could have implications for the Group. Borrowing facilities are monitored regularly and the facilities agreed are more than needed for the Group's requirements. The Group has close working relationships with their current funders but believe alternative banking funders could be secured if required.

Market risk

There is always the ongoing threat of reduced market demand. This has been seen this year and the Group continues to strive to combat the reduced demand by looking at other markets both domestically and internationally and looking at expanding its product ranges for example introducing home furnishing products.

The commercial risks of operating in the highly competitive European fabric market are limited by the fact that Hemmers has a wide range of suppliers, and no customer accounts for more than 5% of revenues.

Foreign exchange risk

Most fabric purchased by Hemmers is paid for in US dollars, while the Euro is the principal currency in which Hemmers sells its product. The Euro/dollar rate is of greater significance to Leeds Group than the strength of Sterling. The Hemmers management continue to manage this transactional currency risk by a combination of forward exchange contracts with reputable banks and sales price increases where necessary.

Brexit

Following the UK referendum result in favour of leaving the European Union ("EU"), the economic environment has become much more uncertain. This uncertainty has continued as the UK looks to secure an acceptable deal and the revised date of 31 October 2019 to leave the EU has been extended. The threat of no deal creates even more uncertainty as does the continual deadline extensions. However, the business of Leeds Group is conducted entirely by subsidiaries incorporated in Germany or China, and their exports to the UK account for approximately 3% only of Group revenue. For this reason, the Directors do not believe that a material risk to Leeds Group will arise from the terms on which the UK will, in the future, have access to EU markets, and vice versa. Leeds Group has loans denominated in euros which do carry a currency risk and may be affected by Brexit, however, the directors do not believe the impact would have a material effect on the Group's results as the subsidiary trades in Euros and the directors consider this provides a natural hedge.

The currency markets in particular, dislike the current air of uncertainty surrounding the current negotiations with regard to the UK leaving the EU and sterling has weakened since the UK announced it was leaving the EU. This benefits Leeds Group since, as the pound weakens, the value of the revenues, profits and net assets of foreign subsidiaries are increased in sterling terms. This effect has been seen in both this year's and last year's trading and Statement of Financial Position.

Jan G Holmstrom

Chairman

11 November 2019

Consolidated Statement of Comprehensive Income

The results shown in the consolidated statement of comprehensive income derive wholly from continuing operations. There is no tax effect relating to other comprehensive income for the year.

Amounts included in other comprehensive income may be reclassified subsequently as profit or loss.

(Loss)/Earnings per share attributable to the equity holders of the Company

Consolidated Statement of Financial Position

The financial statements were approved and authorised for issue by the Board of directors on 11 November 2019 and were signed on behalf of the Board by:-

Jan G Holmstrom

Chairman

Consolidated Cash Flow Statement

Consolidated Statement of Changes in Equity

The following describes the nature and purpose of each reserve within equity:

Notes

1. This announcement has been prepared using the recognition and measurement principles of International Financial Reporting Standards as adopted by the European Union.

2. The Directors do not recommend the payment of a dividend in 2019 (2018: £nil).

3. The directors have considered the carrying value of the goodwill arising on the acquisition of Hemmers in 1999. They have concluded that there is an impairment of the goodwill and thus the goodwill amounting to £982,000 has been provided for in the accounts.

4. Acquisition of KMR

On 5 July 2018 Hemmers became 100% owners of KMR following the buyout of our joint venture partner. KMR is a retailer of fabric and haberdashery, operating shops located throughout Germany. The consideration was €500,000 (£440,000) comprising €250,000 (£220,000) paid in cash and the balance being three shops at a value of €250,000 (£220,000). Hemmers invested a further €370,000 (£326,000) in the company during the period.

The joint venture investment was accounted for in the consolidated financial statements of Leeds Group using the equity accounting method and at 5 July 2019, was held at a carrying value of £697,000.

Accounting for the step acquisition of KMR requires the directors to fair value the original 50% joint venture investment, with the resulting loss debited to the profit and loss in administrative costs as follows:

Upon obtaining 100% control of the KMR entity, the cost of the investment for the purposes of determining the goodwill is calculated as follows:

The net assets of the newly acquired subsidiary are as follows:

The directors consider that the book values of the new assets acquired approximate to the fair value of the new assets and that there are no separately identifiable intangible assets.

Goodwill on consolidation is calculated as follows:

This negative goodwill is credited to the profit and loss in administrative costs.

The cash flow effect of the step acquisition is as follows:

The amounts of revenue and profit before tax included in the consolidated statement of comprehensive income in respect of KMR's trading since the acquisition date are shown in note 6.

5. (Loss)/Earnings per share

6. Segmental information

7. The financial information set out above does not constitute the company's statutory accounts for 2019 or 2018.

Statutory accounts for the years ended 31 May 2019 and 31 May 2018 have been reported on by the Independent Auditors. 

The Independent Auditor's Report on the Annual Report and Financial Statements for both 2019 and 2018 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Statutory accounts for the year ended 31 May 2018 have been filed with the Registrar of Companies. The statutory accounts for the year ended 31 May 2019 will be delivered to the Registrar in due course. The Annual Report, giving notice of the Annual General Meeting, will be sent to shareholders shortly. Further copies will be available from the Company's Registered Office, Old Mills, Whitehall Grove, Drighlington, Bradford, BD11 1BY or from the Group's website, www.leedsgroup.plc.uk.