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Kleeneze PLC (KLZ)

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Wednesday 06 July, 2005

Kleeneze PLC

Final Results

Kleeneze PLC
06 July 2005




For Immediate Release                                               6 July 2005



                                  Kleeneze plc



             Preliminary Results for the year ended 28th April 2005



Kleeneze plc ('Kleeneze' or the 'Group'), the leading European home retail
group, announces preliminary results for the period ended 28th April 2005.



  • Turnover from continuing operations up 10.7% to £175.9 million (2004:
    £158.9 million)
  • Profit before tax of £5.9 million (2004: Loss £2.0 million)
  • Basic earnings per share of 10.21 pence (2004: Loss 5.76 pence) and
    normalised basic earnings per share of 10.17 pence (2004: 12.85 pence)
  • Final dividend up 11.5% to 2.23 pence (2004: 2.0 pence); total for the
    year up 10% to 3.30 pence (2004: 3.0 pence)
  • Net debt at 28th April 2005 of £27.0 million (2004: £11.2 million) after
    cash outflows of  £13.1 million relating to acquisitions


  • Operating profit from existing operations before goodwill amortisation and
    exceptional items of £7.7 million (2004: £7.9 million);
  • Strong performance from Kleeneze Europe and launch in the Netherlands
  • Acquisitions of the leading internet businesses I Want One of Those.com
    and Kitbag.com
  • Launch of eeZee tv, our Joint Venture television shopping channel
  • Re-naming of Kleeneze plc to European Home Retail plc



William Rollason, Chief Executive of Kleeneze plc, said:



'This has been an exciting year where we have laid the foundations for the
future.



Against a very weak retailing environment in the UK we have returned Kleeneze
Europe to growth.  Furthermore, the acquisitions of IWOOT and Kitbag, the launch
of eeZee tv and the successful start to Kleeneze's continental European
expansion are major steps in creating a specialist European home shopping group,
which is why we have decided to change the name of the Group to 'European Home
Retail plc'.



The combination of our three retailing platforms of Catalogue Home Shopping,
Internet Retailing and Television Shopping with our core skills of consumer
marketing, product sourcing and fulfilment, puts the Group in a strong position
to accelerate growth.'





Contacts:


Kleeneze plc
William Rollason                                        Today only 020 7466 5000

Chris Hulland                                           thereafter 01793 606004


Buchanan Communications
Richard Oldworth/Suzanne Brocks                         020 7466 5000



Overview



During the year ended 28th April, 2005 we have significantly re-shaped the Group
to become a home shopping specialist, distributing across three principal
channels: Catalogue Home Shopping, Internet Retailing and Television Shopping,
using our core skills of consumer marketing, product sourcing and next day
delivery.  We have achieved this through the launch of Kleeneze Europe in the
Netherlands, the acquisitions of I Want One of Those.com Limited ('IWOOT') and
Kitbag Sports Limited ('Kitbag'), and the launch of eeZee tv LLP ('eeZee tv'),
our joint venture television shopping channel broadcasting on Sky Channel 659.



To reflect the re-shaping of the Group into a home shopping specialist, we are
recommending to shareholders that Kleeneze plc be re-named European Home Retail
plc effective from the AGM on 28th September, 2005.



The first step in the creation of the newly focused Group was the September 2004
launch of Kleeneze Europe in the Netherlands.  This is our first operation in
continental Europe and trading has begun well with 2,000 distributors at the end
of April.  The growth in distributor numbers in The Netherlands was accompanied
by an increase in distributor numbers in the UK and Ireland where the downward
trend over the last 18 months was reversed in the second half of the year such
that the number of active distributors at the end of April was 13,524 (2004:
13,397).



On 26th October, 2004 we acquired IWOOT for £6.0 million in cash to be paid over
a three year period plus performance related deferred consideration of up to
£4.65 million, payable over three years.  IWOOT is the number one visited site
in its sector (source: Hitwise) selling gifts, gadgets and lifestyle accessories
on its award winning website www.iwantoneofthose.com.



We commenced live broadcasting of eeZee tv (Sky Channel 659) on 1st March, 2005.
  This is an important step in the development of the Group as eeZee tv will not
only provide us with an entry into the fast-growing television shopping market
but is also an excellent way in which to source and develop new products for the
Kleeneze network.



On 1st April, 2005 we acquired our second internet business, Kitbag, for £7.2
million in cash plus 1.3 million shares in Kleeneze plc.  Kitbag is a leading
internet retailer of sports and fitness merchandise through www.kitbag.com.
Kitbag also has long term contracts with a number of leading football clubs for
the provision of their online and mail order sales in the UK and certain other
territories.  The contracts include Manchester United, Chelsea and Barcelona.



These acquisitions will enable us to develop a range of products that can be
sold across all of our distribution channels; catalogues, internet and
television shopping.  This completes the virtuous circle of a product's life
beginning on the internet, migrating to television shopping, then retailed
through Kleeneze's catalogues.  This virtuous circle should benefit each
business unit.



Against the background of a significant fall in hamper volumes at Farepak we
took the decision to close production of hampers in Swindon and agreed a three
year outsourcing contract.  We have been working hard to reduce the fixed cost
base of Farepak for the last two years. This action marks a major step forward
in this process and significantly de-risks the business freeing management to
focus on the marketing of both the savings club business and our nascent third
party contract voucher business.



Results



Turnover from continuing operations for the year was up 10.7% to £175.9 million
(2004:  £158.9 million) including £5.3 million from acquisitions during the
year.  Excluding acquisitions, turnover was up 7.3%.



Operating profit from existing operations before goodwill amortisation and
exceptional items was £7.7 million (2004: £7.9 million).  Although the overall
margin fell to 4.5% (2004: 5.0%), Kleeneze Europe's margin increased to 8.3%
(2004: 8.0%), reflecting the first full year of the efficiency benefits from our
new distribution centre.



Profit before tax from continuing operations before goodwill amortisation and
exceptional items fell to £7.0 million (2004: £8.2 million) principally due to
the start up losses from our new joint venture television shopping business
eeZee tv which recorded losses of £0.8 million (2004: nil) in the six months
trading.



Profit after tax was £4.8 million (2004: Loss £2.7 million).  This figure is
reported after exceptional and non-operating items. Profits of £1.4 million were
generated on the disposal of properties and shares in Premier Direct Group plc.
These were offset by £0.5 million incurred in closing production at Farepak,
£0.3 million of goodwill amortisation, £0.8 million of start up costs in The
Netherlands and Kleeneze TV, £0.3 million of restructuring costs across the
Group following the acquisitions made during the year and other costs of £0.5
million. There was also a tax credit of £1.0 million.



Basic earnings per share were 10.21 pence (2004: Loss 5.76 pence).



The Group generated cash from continuing operations of £3.2 million (2004: £6.2
million), after the cash flow relating to exceptional costs.  Following
expenditure of £13.1 million on acquisitions during the year, including the
Group's investment in eeZee tv, the Group had a cash outflow before financing of
£9.3 million (2004: Inflow £4.8 million).  Net debt at 28th April, 2005 rose to
 £27.0 million (2004: £11.2 million) including £5.7 million of discounted loan
notes issued to the vendors of IWOOT.



At 28th April, 2005 the Group's net liabilities decreased to £7.5 million (2004:
£12.8 million).



Dividend



The Board is recommending a final dividend of 2.23 pence per share (2004: 2.0
pence), which together with the interim dividend of 1.07 pence per share (2004:
1.0 pence) will result in a dividend of 3.30 pence per share for the year as a
whole (2004: 3.0 pence), an increase of 10%.



The dividend is payable on 3rd October, 2005 to shareholders on the register on
15th July, 2005.



Prospects



The return to growth at Kleeneze Europe has been driven by a combination of
increased distributor numbers and a further increase in average sales per
retailing distributor.  The acquisitions of IWOOT and Kitbag together with the
launch of eeZee tv will improve our ability to source a wider range of new
products for our catalogues.  This should help to drive further increases in
Kleeneze Europe's turnover.  We will also build on our successful launch in the
Netherlands with further expansion later this year.



The decision to outsource production of hampers at Farepak will further reduce
our fixed cost base, thereby significantly de-risking the business in the future
and enabling us to focus more clearly on strengthening our voucher business.



Both IWOOT and Kitbag should benefit from the growth in internet shopping and we
are in a strong position in both companies to take advantage of the growth in
this sector.



Sales at eeZee tv continue to grow and we are focusing on a strong offering of
daily specials, the 'Big eeZee', to increase the number of viewers.



We believe that the new shape of the Group will enable us to grow more quickly
and take advantage of the increase in the internet retailing and television
shopping markets.  Our priority in the period ahead is to realise the potential
of the acquisitions made last year and to build on the good start to this new
financial year.





Divisional Breakdown





Catalogue Home Shopping



Kleeneze Europe



Kleeneze Europe provides good value, everyday products through a range of
catalogues delivered direct to the home by self-employed distributors covering
the UK, Ireland and the Netherlands.



Turnover at Kleeneze Europe grew 7.6% to £88.9 million (2004: £82.6 million) and
the UK and Ireland grew by 6.4% to £87.9 million.  Operating profit before
exceptional items was up 12.1% to £7.4 million (2004: £6.6 million).



The number of distributors at the year end in the UK and Ireland rose slightly
to 13,524 (2004: 13,397) as we reversed the downward trend seen over the last 18
months.  The effort that we have put into improving the retention rates of
distributors has started to have a positive effect on the distributor base.
These efforts are continuing into the new year as we are providing more training
and support.



In October 2004 we successfully launched Kleeneze Europe in the Netherlands and
at the year end we had 2,000 distributors.  The catalogues and range of products
have been well received by the Dutch consumers and we are already on our third
catalogue, with two more planned for the remainder of this year.  Before the
exceptional charge of £0.5 million reflecting the write off of the start up
costs, the Dutch business was profitable. This is an excellent start to our new
continental European business and we are on track to expand our operations
further later this year.



In September 2004 we acquired the assets and trade marks of Cabouchon for £0.4
million in cash.  We have re-launched the brand with a new catalogue updating
the product range.  This should re-stimulate interest in the brand and drive
recruitment of consultants, which had slowed down at the end of last year.
Although the brand and the network remain separate, we have integrated the
operations with those of Kleeneze Europe.



We have improved the operating margin at Kleeneze Europe to 8.3% (2004: 8.0%),
primarily due to the first full year of efficiencies from the new distribution
centre.  This improvement in margin was achieved despite significant increases
in distribution costs, which prevented a larger improvement.  The efficiencies
should continue to increase and we expect to see further improvements in margin
in the current year.



Kleeneze Europe continues to be a dynamic business, which has grown year on year
despite poor retailing conditions in the UK.  We have launched successfully in
continental Europe and the potential of the European market is enormous.  We
have the capacity to increase our turnover significantly in the UK and intend to
distribute from continental Europe in the near future.



Farepak



Farepak sells Christmas hampers, gifts and shopping vouchers on a monthly
instalment basis through catalogues distributed by independent agents across the
UK.  Farepak operates two brands, Farepak and Home Farm, which is 60% owned by
Findel plc.



Turnover at Farepak grew by 7.1% to £81.7 million (2004: £76.3 million) but
operating profit before goodwill amortisation and exceptional items fell to £0.2
million (2004: £1.2 million).



The year was very difficult for Farepak as agent numbers fell 6% to 55,931
(2004: 59,429) and, more importantly, the number of hampers sold, as opposed to
shopping vouchers, fell by 16%.



As a result of this decline, which has accelerated in the current year, we have
closed the production of hampers at Farepak and agreed a three year contract
with FHSC Limited, another Christmas hamper company, under which they will
produce all of our Christmas savings market hampers.  This will reduce our fixed
costs significantly and allow us to react more flexibly to further declines in
hamper volumes.  We had to make 34 people redundant and these redundancies,
together with other one off costs, have resulted in the exceptional charges of
£0.5 million.  We continue to examine the way in which we operate to react to
the changes in the market place.



The ongoing decline in hamper volumes has resulted in shopping vouchers now
representing 80% (2004: 76%) of total turnover.  This is a trend that has been
seen over the last five years and will continue in the future.  To take
advantage of this trend we launched a new voucher-only offering, Freedom, which
has the widest range of shopping vouchers in the market place and is aimed at a
younger market than our traditional Farepak customers.  Although it is early
days, we are pleased with the response rate in the first year.  We have also
started a third party voucher operation providing vouchers for businesses and
charities.



As we have said before, the Christmas hamper market is in decline as customers
are changing the way in which they shop for Christmas.  Savings clubs are,
however, still popular as people become more concerned about their own levels of
personal debt, but any future growth in the market as a whole will only come
from low margin shopping voucher sales.  The closure of hamper production will
significantly de-risk the business in the future and allow us to focus more on
growing our shopping voucher operation.



Internet Retailing



IWOOT



IWOOT is the market leading internet business selling a wide range of gifts and
gadgets from its award winning website www.iwantoneofthose.com.



Turnover for the six months post acquisition was £4.7 million with an operating
loss of £0.1 million.



We acquired IWOOT on 26th October, 2004.  Since acquisition we have increased
the product range on the website from 409 to 515 products at the end of April.
As a result IWOOT had its most successful Christmas in its history and during
the busiest week the website handled 324,000 unique visitors with a conversion
rate of 5.8%.  We are building on that success and turnover in the last quarter
of the year was up 80% on the previous year, although the conversion rate has
fallen from the seasonal peak.





We are improving the ways in which we communicate with our customers and as a
result we have increased our customer database by 30%.  A key contributor to the
increased database is our high levels of service with guaranteed next day
delivery if products are ordered before 5pm.

We have started the process of integrating IWOOT into the Group and are
increasing the number of products sourced from the Far East using Kleeneze
Europe's expertise.  We are also using Kleeneze Europe's upgraded call centre to
handle IWOOT's out of hours and overload calls.  There will be further
integration of back office services during the remainder of this year.



The cross-fertilisation of products has already started and we have sold various
IWOOT products both on eeZee tv, in a dedicated IWOOT hour, and through Kleeneze
Europe's network.  In June this year we launched our first Gifts and Gadgets
flyer for the Kleeneze Europe network and the initial reaction was positive.  We
are planning another Gifts and Gadgets catalogue for Christmas.  We have also
introduced various cross promotional activities with Kitbag.



IWOOT is one of the leading internet retailers in the fastest growing area of
the UK's retail sector.  We will continue to invest in IWOOT to drive the
business forward more quickly and ensure that we can develop more products for
use across the Group.



Kitbag



Kitbag is the leading internet sports and leisure wear retailer.  As well as
selling all major branded products and its own branded product on its website
www.kitbag.com, Kitbag also runs online and catalogue retailing for major
football clubs.



Turnover for the one month post acquisition was £0.5 million and Kitbag broke
even.



We acquired Kitbag on 1st April, 2005.  We have already made progress with the
integration of the back office services and the call centre is now being managed
and run by Kleeneze Europe.  As well as reducing costs this will also enhance
Kitbag's offering as the Kleeneze Europe service centre is open 24 hours a day,
seven days a week.  This should help increase Kitbag's sales both in the UK and,
more importantly, in the USA where we already have a small presence.



We are working closely with our major football club partners, Manchester United,
Chelsea and Barcelona, in preparation for new kit launches later this year.  We
expect to see the 2005/06 season kit launches perform well.  Chelsea have a new
Home kit launch in their Centenary year as Premiership champions, Barcelona new
Home and Away shirts as La Liga winners and Manchester United have a new Away
shirt.



We have recently won an 18 month contract with Nike to manage their football
website, www.nikefootball.com, across Europe.



We have run several successful hours on eeZee tv selling a variety of football
kits and memorabilia and are planning a catalogue for the Kleeneze Europe
network in September this year.



As with IWOOT, high levels of service are very important to Kitbag and we also
offer a guaranteed next day delivery service for all products ordered before
3pm.  We enhance the quality of the service by offering unique bespoke services
such as shirt naming and numbering and embroidering of football boots.



Kitbag is a well respected internet retailer operating in a growing part of the
sports apparel market.  The win of the pan-European Nike football website gives
us a presence in continental Europe which opens up a new market.  We will
continue to bid for major football club contracts and work with the leading
brands to build the business across Europe.



Television Shopping



eeZee tv



eeZee tv is a joint venture broadcasting live for 14 hours per day on the Sky
platform channel 659 as well as streamed live over the internet on
www.eezeetv.com.  eeZee tv sells a wide range of products across six major
product ranges at a discount to High Street prices.



In the seven months since we launched the joint venture our share of turnover
was £0.3 million and our share of the operating losses was £0.8 million.
Additionally we have incurred £0.3 million of start-up costs.



We founded the 50/50 joint venture with John Mills Limited ('JML') on 29th
September, 2004 and started live broadcasting on 1st March, 2005.  We formed the
joint venture with JML to combine their product sourcing and broadcasting
expertise with our operational expertise and all of the products are despatched
from Kleeneze Europe's distribution centre.



eeZee tv will become a key part of our product sourcing over the next few years
as we will be using television to test new products for our catalogues.  A
product that sells well on television will be migrated into our Kleeneze Europe
catalogues.  As we have already stated, we are also selling other Group products
on television.



We are using JML's presence in major retailers to promote eeZee tv through their
video promotion units as well as promoting it in our Kleeneze Europe catalogues.
These cross promotions should drive viewers to our station in a very targeted
and cost effective manner.  Daily sales have been increasing since launch and we
are pleased with the initial indications.



We have also launched a Kleeneze Show on eeZee tv at 8am on Saturday mornings.
This is designed to enhance the profile and reputation of Kleeneze and bring it
to the attention of a wider audience.  We are planning to broadcast these shows
throughout the year.



eeZee tv is a very exciting opportunity for the Group to develop a presence in
the fast growing area of television shopping.  It will also enable us to extend
our product development and sourcing which will benefit the rest of the Group.
We are very excited by its long-term prospects.



Consolidated Profit and Loss Account
For the year ended 28th April 2005

                                                   2005                                     2004
                                      Continuing                         Continuing Discontinued
                                      operations                         operations   operations
                                          before                             before       before
                                        goodwill     Goodwill              goodwill     goodwill     Goodwill
                              Notes amortisation amortisation          amortisation amortisation amortisation           
                                             and          and                   and          and          and           
                                     exceptional  exceptional           exceptional  exceptional  exceptional           
                                           items        items    Total        items        items        items   Total   
                                           £'000        £'000    £'000        £'000        £'000        £'000   £'000

Turnover
 Turnover including share of             176,191            -  176,191      158,924        3,313            - 162,237
   joint venture turnover
Less: share of joint venture               (317)            -    (317)            -            -            -       -
turnover
                                         175,874            -  175,874      158,924        3,313            - 162,237

Group turnover
Existing operations                      170,595            -  170,595      158,924        3,313            - 162,237
Acquisitions                               5,279            -    5,279            -            -            -       -
                                  1      175,874            -  175,874      158,924        3,313            - 162,237

Operating profit/(loss)
Existing operations                        7,656      (2,160)    5,496        7,904      (2,581)      (2,088)   3,235
Acquisitions                               (256)        (341)    (597)            -            -            -       -
                                  1        7,400      (2,501)    4,899        7,904      (2,581)      (2,088)   3,235

Share of loss of joint            2        (766)            -    (766)            -            -            -       -
venture
Share of profit of associate      2          467            -      467          659            -            -     659
                                           (299)            -    (299)          659            -            -     659
Non operating exceptional
items
Profit on disposal of fixed       3            -          522      522            -            -        1,243   1,243
assets (continuing)
Profit/(loss) on disposal and
closure of  discontinued                                                                              (6,846)
operations                        3            -          884      884            -            -              (6,846)
                                               -        1,406    1,406            -            -      (5,603) (5,603)

Profit/(loss) before interest              7,101      (1,095)    6,006        8,563      (2,581)      (7,691) (1,709)
and tax

Net interest payable                       (290)            -    (290)        (593)            -            -   (593)
Unwind of discount                         (167)            -    (167)            -            -            -       -
Share of interest of joint                  (25)            -     (25)            -            -            -       -
venture
Share of interest of                         341            -      341          281            -            -     281
associate
                                           (141)            -    (141)        (312)            -            -   (312)

  Profit/(loss) on ordinary                6,960      (1,095)    5,865        8,251      (2,581)      (7,691) (2,021)
    activities before tax

Tax on profit/(loss) on           4      (2,133)        1,113  (1,020)      (2,182)          612          934   (636)
ordinary activities

Profit/(loss) on ordinary                  4,827           18    4,845        6,069      (1,969)      (6,757) (2,657)
activities after tax

Dividends (including non          5      (1,623)            -  (1,623)      (1,452)            -            - (1,452)
equity dividends)

Retained profit/(loss)                     3,204           18    3,222        4,617      (1,969)      (6,757) (4,109)


Earnings/(loss) per ordinary      6                             10.21p                                        (5.76)p
share - basic

Earnings per ordinary share -
   normalised basic
                                  6       10.17p                             12.85p

     Earnings/(loss) per                                        10.11p                                        (5.76)p
ordinary share - diluted
                                  6

Earnings per ordinary

share - normalised diluted        6       10.07p                             12.73p





Consolidated Balance Sheet
At 28th April 2005


                                                                     2005                  2004
                                                               Notes      £'000      £'000      £'000      £'000

Fixed assets:
Intangible assets                                                  7                22,779                   420
Tangible assets                                                                     12,110                12,042
Investment in joint venture:
Share of assets                                                           2,124                     -
Share of liabilities                                                    (1,665)                     -
Goodwill on investment                                                      404                     -
Loan                                                                      1,313                     -

                                                                          2,176                     -
Investment in associate                                                     395                   411
Other fixed asset investments                                                 -                   334

Total investments                                                                    2,571                   745

                                                                                    37,460                13,207
Current assets:

Stocks                                                                   10,986                 6,861

Debtors                                                            8      9,087                11,087

Cash at bank and in hand                                                    581                 1,019


                                                                                    20,654                18,967
Creditors: Amounts falling due within one year                     9              (57,425)              (44,280)

Net current liabilities                                                           (36,771)              (25,313)

Total assets less current liabilities                                                  689              (12,106)
Creditors: amounts falling due after more than one year                            (3,698)                 (209)
Provision for liabilities and charges:
Deferred consideration                                                             (4,230)                     -
Deferred taxation                                                                    (272)                 (513)

                                                                                   (7,511)              (12,828)

Capital and reserves:
Called up share capital:
Ordinary                                                                  2,410                 2,344
Preference                                                                  500                   500

                                                                                     2,910                 2,844
Share premium account                                                                1,154                 1,143
Revaluation reserve                                                                    411                   411
Profit and loss account                                                           (11,986)              (17,226)

                                                                                   (7,511)              (12,828)

Shareholders' funds:
Equity                                                                  (8,011)              (13,328)
Non-equity                                                                  500                   500

                                                                                   (7,511)              (12,828)



Consolidated Cash Flow Statement

For the year ended 28th April 2005


                                                                                      2005                  2004
                                                              Notes      £'000       £'000      £'000      £'000

Net cash inflow from operating activities                        10                  2,931                 4,166


Dividends received from associated company                                           1,266                   318

Returns on investments and servicing of finance
Interest received                                                        1,850                    459
Interest paid                                                          (2,261)                  (925)
Preference dividends paid                                                 (34)                   (45)

Net cash outflow from returns on investments and
servicing of finance
                                                                                     (445)                 (511)

Taxation
UK corporation tax received                                                             68                   495

Capital expenditure and financial investment
Purchase of tangible assets                                            (1,993)                (3,799)
Proceeds from sale of tangible assets                                    2,150                  3,723
Loans advanced to joint venture                                        (1,313)                      -
Proceeds from the sale of fixed asset investments                        1,218                      -


Net cash inflow/(outflow) from investing activities                                     62                  (76)

Acquisitions and disposals
Net proceeds from sale of business                                           -                  1,167
Investment in joint venture                                            (1,654)                      -
Purchase of subsidiary undertakings                                    (8,190)                  (252)
Overdrafts acquired with subsidiary undertakings                       (1,935)                      -

Net cash (outflow)/inflow from acquisitions and                                   (11,779)                   915
disposals

Equity dividends paid                                                              (1,440)                 (469)

Net cash (outflow)/inflow before use of liquid resources
and financing
                                                                                   (9,337)                 4,838

Financing
Issue of new shares                                                                     12                     4
Repayment of loans                                                                   (681)                  (96)
Repayment of loan notes                                                                  -                 (416)
Repayment of capital element of finance leases                                        (28)                     -

(Decrease)/increase in cash                                                       (10,034)                 4,330




Consolidated Statement of Total Recognised Gains and Losses

For the year ended 28th April 2005


                                                                                               2005         2004
                                                                                              £'000        £'000



Profit/(loss) for year excluding share of profits/losses of joint venture and                 5,070      (3,317)
associate

Share of joint venture's loss for the year                                                    (791)            -

Share of associate's profit for the year                                                        566          660



Profit/(loss) for the year attributable to shareholders                                       4,845      (2,657)

Exchange difference on re-translation of net assets of subsidiary company                      (13)         (52)



Total gains and losses relating to the year                                                   4,832      (2,709)










Reconciliation of Movement on Shareholders' Funds

For the year ended 28th April 2005


                                                                                             2005           2004
                                                                                            £'000          £'000

Opening shareholders' funds                                                              (12,828)        (8,671)
Total recognised gains and losses                                                           4,832        (2,709)
New shares issued                                                                              66              -
Share premium on new shares issued                                                             11              4
Merger reserve arising on new shares issued                                                 2,031              -
Dividends                                                                                 (1,623)        (1,452)

Closing shareholders' funds                                                               (7,511)       (12,828)






Notes to the Preliminary Results



1.       Segmental Analysis



(a)  Group turnover:
                                                 2005                                     2004
                                  Continuing    Continuing
                                  operations    operations                Continuing   Discontinued
                                  - existing -acquisitions        Total   operations     operations        Total
                                       £'000         £'000        £'000        £'000          £'000        £'000

Group turnover                       170,595         5,279      175,874      158,924          3,313      162,237
Cost of sales                      (137,424)       (3,400)    (140,824)    (125,720)        (3,472)    (129,192)

Gross profit/(loss)                   33,171         1,879       35,050       33,204          (159)       33,045
Selling and distribution             (8,880)          (23)      (8,903)      (8,203)          (199)      (8,402)
expenses
Administrative expenses              (9,842)       (1,064)     (10,906)     (10,190)        (1,346)     (11,536)
Other operating expenses             (8,931)       (1,048)      (9,979)      (8,973)          (877)      (9,850)
Goodwill amortisation                   (22)         (341)        (363)         (22)              -         (22)
Total administrative expenses       (18,795)       (2,453)     (21,248)     (19,185)        (2,223)     (21,408)

Operating profit/(loss)                5,496         (597)        4,899        5,816        (2,581)        3,235


Other operating expenses include marketing expenditure, conference costs,
property costs and depreciation.

                                                                                                 2005        2004
                                                                                                £'000        £000
  Catalogue shopping:
    Kleeneze Europe                                                                            88,929      82,633
    Farepak                                                                                    81,666      76,291
    Cabouchon                                                                                      51           -
  Internet retailing:
    IWOOT                                                                                       4,697           -
    Kitbag                                                                                        531           -

  Continuing operations                                                                       175,874     158,924
  Discontinued operations (DMG)                                                                     -       3,313

                                                                                              175,874     162,237



(b)  Operating profit:
                                                  2005                                     2004
                                    Operating                                Operating                 Operating
                                       profit                   Operating       profit                    profit
                                       before                profit after       before                     after
                                     goodwill      Goodwill      goodwill     goodwill     Goodwill     goodwill   
                                 amortisation  amortisation  amortisation amortisation amortisation amortisation        
                                          and           and           and          and          and          and        
                                  exceptional   exceptional   exceptional  exceptional  exceptional  exceptional        
                                        items        items         items        items        items        items         
                                        £'000         £'000         £'000        £'000        £'000        £'000

Catalogue shopping:
Kleeneze Europe (i) (v)                 7,418       (1,011)         6,407        6,639      (1,166)        5,473
Farepak (ii)                              238         (500)         (262)        1,265         (22)        1,243
Cabouchon                                (81)          (14)          (95)            -            -            -
Internet retailing:
IWOOT                                   (126)         (285)         (411)            -            -            -
Kitbag                                   (49)          (42)          (91)            -            -            -
Television shopping:
Kleeneze TV (iv)                            -         (340)         (340)            -            -            -
Group (iii) (vi)                            -         (309)         (309)            -        (900)        (900)


Continuing operations                   7,400       (2,501)         4,899        7,904      (2,088)        5,816
Discontinued operations (DMG)               -             -             -      (2,581)            -      (2,581)

                                        7,400       (2,501)         4,899        5,323      (2,088)        3,235





Notes to the Preliminary Results



(i)   Included within the segmental results for Kleeneze Europe in 2005 
      within administrative expenses are exceptional charges of £1.0million
      comprising:



      •   £0.3million of costs relating to the management restructure programme;

      •    £0.5million start-up costs in relation to Kleeneze Europe's entry into
           the Netherlands; and

      •    £0.2million costs relating to costs written off as a result of an
           anticipated change in VAT legislation.



(ii)  Farepak results in 2005 include within administrative expenses are 
      exceptional charges of £0.5million in respect of redundancy and associated
      costs resulting from the closure of Farepak's hamper production facilities 
      in Swindon.



(iii) The 2005 Group results reflect within administrative expenses exceptional 
      charges of £0.3million arising on abortive acquisitions.



(iv)  The Kleeneze TV results in 2005 include within administrative expenses 
      charges of £0.3 million relating to set up costs of eeZee tv.



(v)   Included within the segmental results for Kleeneze Europe in 2004 is an 
      exceptional charge of £1.1million.  During the year, Kleeneze Europe
      transferred the existing warehouse and fulfilment operations to a new site 
      in Bristol.  A number of incremental expenses were incurred as part of 
      this re-location which included a review of operations and internal 
      restructuring.  These costs are analysed below:



      •    £0.3million restructuring costs primarily associated with the
           reorganisation of administrative services and training following the
           introduction of new technology in the warehouse;

      •    £0.5million operating costs incurred as a result of the requirement to
           run operations from two sites during the period of transfer; and

      •    £0.3million in other expenses including the additional storage costs
           incurred prior to completion of the new location.

           £0.5million of the total exceptional charge is included within cost 
           of sales and £0.6million is included within other operating expenses.



(vi)  The exceptional operating expense of £0.9million recorded within the Group 
      in 2004 reflects the costs associated with the early termination of
      George Pollock's employment contract on 17th December 2003.  This charge
      incorporates the contractual employment costs from 1st May 2003 to 17th 
      December 2003 as well as the costs associated with the early termination 
      of his contract.  The exceptional expense of £0.9million has been included 
      within other operating expenses.



(c) Segmental analysis of joint venture and associate


                                                    2005                                   
                                               Operating                                  2004
                                                 profit/         Net                 Operating           Net
                                    Turnover      (loss)      assets    Turnover profit/(loss)        assets
                                       £'000       £'000       £'000       £'000         £'000         £'000

Catalogue shopping:
Home Farm*                            14,084         467         395      14,966           659           411
Television shopping:
eeZee tv                                 317       (766)         459           -             -             -



* Group share after re-stating to bring in line with Group accounting policies



Notes to the Preliminary Results



2.  Share of Profit/(Loss) of Joint Venture and Associate



(a)     Joint venture - eeZee tv



On 1st October 2004, the Group and John Mills Limited set up eeZee tv as a 50/50
joint venture, to which each partner subscribed £1,000,000 (and subsequently a
further £250,000) by way of capital.  eeZee tv operates a television shopping
channel broadcasting on Sky Channel 659.


                                                                                          2005
                                                                                         £'000

Turnover                                                                                   317

Operating loss                                                                            (766)
Interest payable                                                                           (25)

Loss on ordinary activities before taxation                                               (791)
Tax on profit on ordinary activities                                                         -

Loss for the year attributable to the Group                                               (791)

Total assets                                                                             2,124
Total liabilities                                                                       (1,665)

Net assets                                                                                 459




(b) Associate - Home Farm
                                                                                                  2005       2004
                                                                                                 £'000      £'000

Turnover                                                                                        14,084     14,966

Operating profit                                                                                   467        659
Interest receivable                                                                                341        281

Profit on ordinary activities before taxation                                                      808        940
Tax on profit on ordinary activities                                                             (242)      (280)

Profit for the year attributable to the Group                                                      566        660

Total assets                                                                                     4,559      5,351
Total liabilities                                                                              (4,164)    (4,940)

Net assets                                                                                         395        411


The results of Home Farm have been restated to bring them into line with the
Group's accounting policies.



Notes to the Preliminary Results



3.  Non-Operating Exceptional Items


                                                                                                2005         2004
                                                                                               £'000        £'000

Profit on disposal of fixed assets - continuing                                                  522        1,243
Profit/(loss) on disposal and closure of discontinued operations                                 884      (6,846)

                                                                                               1,406      (5,603)



On 11th August 2004, freehold premises were disposed of for cash proceeds of
£2.1m.  The net book value of fixed assets disposed of was £1.5million and the
costs of disposal were £0.1million, giving a profit on disposal of £0.5million.



On 22nd July 2004, following the disposal of DMG (see below), 190,673 Ordinary
shares in Premier Direct Group plc were sold for £1.2million.  The net book
value of this investment was £0.3million, giving rise to a profit on disposal of
£0.9million.



On 30th April 2004, the Group disposed of freehold premises for cash proceeds of
£4.0million.  The net book value of fixed assets disposed of was £2.5million and
the costs of disposal were £0.3million, giving rise to a profit of £1.2million.



On 24th July 2003, the Group announced the disposal of the business and assets
of DMG to Premier Direct Group plc for cash and share proceeds of £4.0million.
The net book value of the assets disposed of was £8.1million and the costs of
disposal were £2.7million, giving a loss on disposal of £6.8million.





4. Tax on Profit/(Loss) on Ordinary Activities


                                                                                                 2005        2004
                                                                                                £'000       £'000


UK corporation tax at 30%                                                                       1,556       1,206

Under/(over) provision in prior years                                                             309        (65)
Over provision in prior years - exceptional                                                     (423)           -
Exceptional tax credit                                                                          (420)       (934)

Group current tax                                                                               1,022         207
Share of associated company's tax charge                                                          242         280

Total current tax                                                                               1,264         487
Transfer from deferred tax account - origination and reversal of timing differences                26         149
Transfer from deferred tax account - exceptional                                                (270)           -

                                                                                                1,020         636

Current year tax charge                                                                         2,133       1,570
Exceptional tax credit                                                                        (1,113)       (934)

                                                                                                1,020         636






Notes to the Preliminary Results



5.  Dividends


                                                                                        2005        2004
                                                                                       £'000       £'000

Non-equity dividends:
Cumulative preference shares                                                              45          45
Equity dividends:
Ordinary shares of 5p each:
   Interim paid (2005: 1.07 pence per share;  2004: 1.00 pence per share)                502         469
   Final proposed (2005: 2.23 pence per share; 2004:  2.00 pence per share)            1,076         938

                                                                                       1,623       1,452





6.  Earnings/(Loss) per Ordinary Share



Basic earnings per share

Basic earnings per share has been calculated on the weighted average number of
Ordinary shares in issue during the financial year of 47,004,110 (2004:
46,886,157) and using a profit after taxation and preference dividends of
£4,800,000 (2004: £2,702,000 loss).



Diluted earnings per share

Diluted earnings per share has been calculated using an average number of shares
of 47,474,061 (2004: 46,886,157) and using a profit after tax and preference
dividends of £4,800,000 (2004: £2,702,000 loss).  The average number of shares
has been adjusted for the dilutive impact of shares under the two Kleeneze plc
share option schemes totalling 469,951 shares (2004:  no adjustment).



Normalised basic earnings per share

Normalised basic earnings per share has been calculated using the profit after
taxation and preference dividends on continuing operations, before goodwill
amortisation and exceptional items, of £4,782,000 (2004: £6,024,000).  Taxation
of £2,133,000 has been charged against the profit arising on continuing
operations before goodwill amortisation and exceptional items in the year

(2004: £2,182,000).  The weighted average number of Ordinary shares in issue
used in the calculation of normalised basic earnings per share is 47,004,110
(2004: 46,886,157).


                                                                                               2005          2004
                                                                                              £'000         £'000

Profit/(loss) after tax and preference dividends                                              4,800       (2,702)
Add back: discontinued operations after tax                                                       -         1,969
(Deduct)/add back: exceptional items after tax                                                (381)         6,735
Add back: goodwill amortisation                                                                 363            22


Normalised earnings                                                                           4,782         6,024



Normalised diluted earnings per share

Normalised diluted earnings per share has been calculated using the profit after
taxation and preference dividends on continuing operations, before goodwill
amortisation and exceptional items, of £4,782,000 (2004: £6,024,000).  Taxation
of £2,133,000 has been charged against the profit arising on continuing
operations before goodwill amortisation and exceptional items in the year (2004:
£2,182,000).  The weighted average number of Ordinary shares in issue used in
the calculation of normalised diluted earnings per share is 47,474,061 (2004:
47,314,680).  The average number of shares has been adjusted for the dilutive
impact of shares under Kleeneze plc share option schemes totalling 469,951
shares (2004: 428,523).



Normalised earnings per share are included in order to provide a better
understanding of the underlying trading performance of the Group.





Notes to the Preliminary Results



7.  Intangible fixed assets


                                                                                                             2005
Group                                                                                                       £'000
Cost
At 1st May 2004                                                                                               442
Acquisitions                                                                                               22,722

At 28th April 2005                                                                                         23,164

Amortisation
At 1st May 2004                                                                                              (22)
Charge in the year                                                                                          (363)

At 28th April 2005                                                                                          (385)

Netbook value
At 28th April 2005                                                                                         22,779

At 30th April 2004                                                                                            420


Goodwill arising on acquisitions in the year comprises:
                                                                                          Fair value
                                                                                              of net
                                                                                              assets
                                                                           Consideration    acquired    Goodwill
                                                                                   £'000       £'000       £'000

Cabouchon                                                                            471          40         431
IWOOT                                                                             10,133     (1,133)      11,266
Kitbag                                                                             9,866     (1,159)      11,025

                                                                                  20,470     (2,252)      22,722


Goodwill in respect of Goodway Hampers Limited, Cabouchon, IWOOT and Kitbag is
being amortised in each case over a period of 20 years, being the directors'
assessment of its useful life.





8.  Debtors


                                                                                                2005         2004
                                                                                               £'000        £'000

Trade debtors                                                                                  5,260        5,076
Amounts owed by associate                                                                         74           54
Dividend receivable from associate                                                                22          706
Amounts owed by joint venture                                                                    118            -
Corporation tax                                                                                    -          530
Other debtors                                                                                    208           64
Prepayments                                                                                    3,405        4,657

                                                                                               9,087       11,087





Notes to the Preliminary Results



9.  Creditors: Amounts Falling Due Within One Year


                                                                                                2005        2004
                                                                                               £'000       £'000

Current instalments due on loans                                                                 194          88
Bank overdraft                                                                                21,213      11,617
Current instalments due on loan notes                                                          2,544         294
Obligations under finance leases                                                                  66           -
Trade creditors                                                                               25,768      27,599
Corporation tax                                                                                  558           -
Social security and other taxes                                                                  759       1,044
Accruals and sundry creditors                                                                  5,236       2,700
Dividends payable                                                                              1,087         938

                                                                                              57,425      44,280



The overdraft and the loan notes are secured by a mortgage debenture in favour
of Bank of Scotland covering all the Group's fixed property and short-term
assets.



Notes to the Preliminary Results



10.  Cash Flow Statement



a)     Reconciliation of operating profit to net cash inflow from operating
activities:


                                                                   2005                             2004
                                               Continuing  Discontinued           Continuing  Discontinued
                                               operations    operations    Total  operations    operations     Total
                                                    £'000         £'000    £'000       £'000         £'000     £'000

Operating profit/(loss)                             4,899             -    4,899       5,816       (2,581)     3,235

Depreciation                                        1,063             -    1,063         967           118     1,085
Goodwill amortisation                                 363             -      363           -             -         -
(Increase)/decrease in stocks                     (2,263)             -  (2,263)       (290)         1,068       778
Decrease/(Increase) in operating debtors and        1,735          (18)    1,717       (435)         1,005       570
prepayments
(Decrease)/increase in operating creditors        (2,631)         (240)  (2,871)         265       (1,687)   (1,422)
and accruals
Profit/(loss) on sale of tangible fixed                29           (6)       23        (80)             -      (80)
assets

                                                  (1,704)         (264)  (1,968)         427           504       931

Net cash inflow/(outflow) from operating            3,195         (264)    2,931       6,243       (2,077)     4,166
activities



b)   Analysis of net debt:
                                                                                              
                                                                                               Non cash
                                                                              2005 Cash flow  movements       2004      
                                                                             £'000     £'000      £'000     £'000

Cash at bank and in hand                                                       581     (438)          -     1,019
Bank overdrafts                                                           (21,213)   (9,596)          -  (11,617)

Net cash                                                                  (20,632)  (10,034)          -  (10,598)
Loan notes                                                                 (6,030)         -    (5,736)     (294)
Loans                                                                        (306)       681      (690)     (297)
Finance leases                                                                (66)        28       (94)         -

Net debt                                                                  (27,034)   (9,325)    (6,520)  (11,189)



The non-cash movements represent loan notes issued upon the acquisition of IWOOT
(plus the subsequent unwind of discount thereon) and loans and finance leases
assumed upon the acquisitions of IWOOT and Kitbag.



c)   Cash flows relating to operating exceptional items:



Net cash inflow from operating activities in the year ended 28th April 2005
includes:

•   a cash outflow of £0.5million in respect of restructuring costs across
    the Group

•   a cash outflow of £0.1million in respect of abortive acquisition costs

•   a cash outflow of £0.5million in respect of Kleeneze Europe's
    expansion into The Netherlands

•   a cash outflow of £0.2million in respect of costs relating to costs
    written off as a result of an anticipated change in VAT legislation

•   a cash outflow of £0.3 million in respect of set up costs for eeZee tv

•   a cash outflow of £0.4million in respect of a prior year re-location
    by Kleeneze Europe

•   a cash outflow of £1.0million in respect of VAT and costs relating to
    a prior year property disposal



Net cash inflow from operating activities in the year ended 30th April 2004
included a cash outflow of £0.8million arising from the relocation of Kleeneze
Europe's operations and a cash outflow of £0.8million in respect of the early
termination of George Pollock's employment contract.



d)    Cash flows relating to non-operating exceptional items:

Net cash outflow from investing activities in the year ended 28th April 2005
includes:

•   a cash inflow of £2.1million in respect of the sale of freehold
    premises formerly used by Farepak

•   a cash inflow of £1.2million in respect of the sale of Premier
    Direct Group plc shares



Net cash outflow from investing activities in the year ended 30th April 2004
included a cash inflow of £3.7million in respect of the sale of premises
formerly used by Kleeneze Europe's UK operations. Net cash inflow from
acquisitions and disposals included a cash inflow of £1.2million in respect of
the disposal of the business and assets of DMG.

Notes to the Preliminary Results



11.  Statutory Accounts



The above financial information is prepared on the same basis as set out in the
previous year's annual accounts and does not represent the Company's full
statutory accounts.  The financial information relating to 2005 is unaudited and
no accounts have been delivered to the Registrar of Companies.  Statutory
accounts dealing with 2004 have been delivered to the Registrar of Companies and
the Company's auditors made a report under Section 235 on those accounts which
was unqualified and did not contain a statement under section 237(2) or section
237(3) of the Companies Act 1985.


                      This information is provided by RNS
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