Final Results

FISH PLC 21 March 2001 FISH PLC Preliminary Results for the Year ended 31 October 2000 FISH PLC the operator of six Fish! diners and the specialist fish suppliers Cutty today announces preliminary results for the year ended 31 October 2000. Year ended Year ended 31 October 2000 31 October 1999 Group Operating Profit £2.5 m £2.4 m Group pre-tax Profit £2.2 m £2.4 m Basic earnings per share 8.3p 9.2p Dividend per share 1.0p 0.9p Continuing business turnover £12.84 m £12.72 m Continuing business operating profit £1.11 m £1.07 m * Fish! turnover grew by 144% to £3.9 million (1999: £1.6 million) and Fish! operating profit amounted to £1.1 million (1999: £0.5 million) an increase of 120% * Currently six Fish! operating - two out of London sites operating proving the concept for national roll-out * 10 Fish! to open by October 2001 and a further 12 by October 2002 * Site pipeline secured * Food division restructured and reorganised with current trading materially better Tony Allan, Chairman said: 'Our diner concept is now proven in the provinces and the real acceleration of its roll-out will happen between now and October 2002, by which time we will have 28 units operating. Our infrastructure is in place to expand Fish! on a nationwide basis and to deliver further value to shareholders. We look forward to the future with relish.' ENQUIRIES: FISH PLC Tel: 020 7234 3300 Tony Allan, Chairman Jeremy Ormerod, Chief Executive College Hill Tel: 020 7457 2020 Matthew Smallwood FISH PLC Preliminary Results for the Year ended 31 October 2000 Chairman's Statement This has been a significant year for the Group in terms of strategic development. During the last 12 months, we have transformed the business into an operator of a single focused restaurant concept with the unique underpinning of a Specialist Food Division, having concluded the de-merger of our IT Division and the sale of the Group's three Signature restaurants (Bank Aldwych, Bank Birmingham and Zander). To signify this focus, the Group's name has been changed from BGR plc to FISH PLC. Group Financial Performance As a result of the sale of the Signature restaurants and the demerger of the IT Division, the Group's figures have been significantly distorted by the discontinued activities. For the businesses that will remain, turnover grew to £12.84m (1999: £12.72m) reflecting the ongoing trading of Fish! and the specialist food division. At the year end five Fish! diners were operational. Operating profit amounted to £1.11m (1999: £1.07m). Total Group turnover before discontinued activities grew by 10 per cent, to £ 21.0m (1999: £19.1m). Total Group operating profit amounted to £2.5m (1999: £ 2.4m), a 4 per cent increase on the corresponding period last year. Basic earnings per share were 8.3p, (1999: 9.2p). The reduction in earnings per share arises from net exceptional costs from disposal and closure of the Signature restaurants and demerger of the IT division. The costs of disposal were higher than expected reflecting the complexity and length of time taken to conclude the transaction. The Group has adopted FRS 19 - deferred tax in accordance with best practice. This prudent approach has resulted in an increased tax charge for year end 31 October 2000 of £502,000 as the Group now accounts for deferred tax on a full basis. A prior year adjustment to the previous year's deferred tax now recognised of £239,000 has been made following this change in accounting policy. Dividends The Board is pleased to recommend a final dividend of 1.0p per ordinary share for the year to 31 October 2000 (1999: 0.9p) which will be paid on 23 April 2001 to all shareholders on the register at 30 March 2001. Restaurant Division The Restaurant division turnover, before discontinued activities, grew by 53 per cent, to £11.6m (1999: £7.6m), reflecting the openings of Zander and Bank Birmingham and new Fish! locations in the period. Operating profit amounted to £2.5m (1999: £1.7m), a 47 per cent increase on the corresponding period last year. The figures after discontinued activities and therefore reflecting solely the growth of Fish! show turnover grew by 144 per cent to £3.9m (1999: £1.6m) and operating profit amounted to £1.1m (1999: £0.5m), a 120 per cent increase on the corresponding period last year. The sale of the Signature restaurants included Bank Aldwych (opened November 1996), Bank Birmingham (opened December 1999) and Zander in Westminster (opened March 2000). All trading at these locations has been included up to July 2000 in these accounts and is shown under the discontinued activities accordingly. The sale terms were agreed in July 2000 and the sale completed in October 2000 after obtaining all relevant landlords' agreement to sublet the three sites. In concluding this disposal, the Company was able to generate £ 10.25m of cash towards the future capital expenditure required for the roll out of Fish! Whilst the Restaurant group opened two Signature restaurants in this trading year, we also opened four further Fish! restaurants in Battersea, London SW8 (December 1999), Canary Riverside, London E14 (April 2000), County Hall, London SE1 (August 2000), Guildford (October 2000) together with Birmingham in November 2000. The trading of the new Fish! units have been very encouraging with all units achieving profitability within two months. I am delighted to report that in spite of the extraordinarily high levels of trading at our longest trading Fish! diner at Borough Market in its first year of operation, this unit has shown increased growth in its second year in both turnover and profit. The new openings have shown early profitability with a seasonal profit pattern that gives the Group a bias towards the second half year. Most importantly, the units in Guildford and Birmingham have benefited from encouraging levels of trade and established that the Fish! concept does not dilute outside the London area and has the potential to be rolled out nationwide. The Group will open 10 units this financial year. We are currently completing Fish! restaurants in Leeds and in the Kings Road, Putney and Blackheath in London, the latter of which is a conversion of the Group's former 'Lawn' restaurant. These represent the next four imminent openings and sites for the remaining six units that will be opened by October 2001 have been secured, and we are well into signing up sites for those openings due in 2002. It is very encouraging that sites are being made available to us by virtue of the strength of the Fish! brand in preference to other potential tenants, with the result that rental values are not being compromised. Specialist Food Division This division of the Group is the key platform for the expansion of Fish! Paschal Tiernan has been responsible for the success of the rationalisation and restructuring of this operation, paving the way for its pivotal role in the expansion of Fish! Not only is this division supplying an ever growing number of Fish! restaurants but also has a waiting list of customers wishing to utilise its services. Turnover was £9.6m (1999: £11.9m) and operating profit was £0.66m (1999: £ 0.96m). The turnover reduction arose from closure of our wholesaling operation in 1999 and reduced trading on scallops due to a temporary Government fishing restriction applied in the first half year with a subsequent affect on profit. The current year has begun exceptionally well with trading materially better. Board Changes Paul Gilligan joined the Group from Pizza Express in August 2000 where he was formerly Property Director. He has direct responsibility for new restaurant site development and the operational running of the Fish! units. He has already secured the pipeline for sites in 2002. Christian Delteil has become a Non Executive Director of the Group to allow him the opportunity to pursue his continuing role with the demerged, and now separately quoted, Bank Restaurant Group plc. Christian's passion and expertise has been fundamental to the early stages of the development of this Company and I would like to thank him for that past personal contribution and look forward to continuing our association in his new role. The Group has appointed a Finance Director for the two operating divisions. He has been associated with the Group for seven years, an employee for 18 months and coupled with the finance experience inherent within the Group our needs are satisfied for our next period of growth. Future Prospects The Company's brand strength in Fish! currently outweighs the 6 restaurants operating. This year will redress the balance as the 10 new openings between April and October 2001 increase our market position in both London and outside. A further twelve Fish! openings will be achieved in the following 12 months taking our total to 28. The sale of the Signature restaurants and the demerger of the IT division has enabled the management to focus solely on the development and growth of Fish! and with a strengthened management team now in place, a proven concept both in and out of London, sufficient capital to rapidly expand the brand and a demand in our market that continues to grow. The Company is well placed to meet its objectives and ultimately to deliver substantial shareholder value. TONY ALLAN Chairman 20 March 2001 Consolidated Profit and Loss Account For the year ended 31 October 2000 Continuing Discontinued Total operations operations Total (As restated) 2000 2000 2000 1999 Notes £'000 £'000 £'000 £'000 Turnover 1, 2 12,840 8,131 20,971 19,053 Cost of sales (6,249) (2,335) (8,584) (9,628) Gross profit 6,591 5,796 12,387 9,425 Administrative (5,484) (4,370) (9,854) (7,014) expenses Group operating 1, 2 1,107 1,426 2,533 2,411 profit Disposal and - 154 154 - closure of Signature Restaurants Costs of - (386) (386) - demerger of subsidiary undertaking Profit on ordinary activities before interest 1,107 1,194 2,301 2,411 and other income Interest 26 - 26 51 receivable Interest (91) (17) (108) (85) payable Profit on 1, 2 1,042 1,177 2,219 2,377 ordinary activities before taxation Taxation 3 (709) (864) Profit on 1,510 1,513 ordinary activities after taxation Dividends 4 (962) (164) Group retained 548 1,349 profit for the year Basic earnings 5 8.28p 9.23p per share Diluted 5 7.91p 8.83p earnings per share Consolidated Statement of total recognised gains and losses For the year ended 31 October 2000 2000 1999 £'000 £'000 Profit for the financial year 1,510 1,513 Prior year adjustment (239) - Total recognised gains and losses for the financial year 1,271 1,513 Consolidated Balance Sheet For the year ended 31 October 2000 2000 2000 1999 (As restated) Notes £'000 £'000 £'000 Fixed assets Intangible 176 1,325 Tangible 9,029 7,520 9,205 8,845 Current assets Stocks 1,342 1,283 Debtors - due within one year 16,036 4,222 Debtors - due after more than one year 775 - 16,811 5,505 Investment - 3,000 Cash at bank 168 1,605 18,321 10,110 Creditors: amounts falling due within 13,869 5,306 one year Net current assets 4,452 4,804 Total assets less current liabilities 13,657 13,649 Creditors: amount falling due after 307 1,534 more than one year Provision for liabilities and charges 741 239 1,048 1,773 Net assets 12,609 11,876 Capital and reserves Called up share capital 1,829 1,819 Share premium account 7,901 7,726 Merger reserve (1,375) (1,375) Profit and loss account 4,254 3,706 Equity shareholders' funds 12,609 11,876 Consolidated Cash Flow Statement For the year ended 31 October 2000 2000 1999 Notes £'000 £'000 Net cash inflow from operating activities 8 5,980 1,890 Returns on investments and servicing of finance Interest received 26 51 Interest paid (108) (85) Net cash outflow from returns on investments (82) (34) and servicing of finance Taxation Corporation tax paid (571) (152) Capital expenditure Purchase of intangible fixed assets (136) (313) Purchase of tangible fixed assets (11,486) (3,092) Sale of tangible fixed assets 40 8 Net cash outflow from capital expenditure (11,582) (3,397) Acquisitions and disposals Cost of demerger of Crestport Limited (386) - Disposal of Signature Restaurant business (1,432) - Purchase of subsidiaries - deferred (158) - consideration Net cash overdraft acquired with subsidiary - (282) Cash outflow from acquisitions and disposals (1,976) (282) Equity dividends paid (164) (360) Cash outflow before use of liquid resources and (8,395) (2,335) financing Management of liquid resources Short term deposits 3,000 (3,000) Cash inflow/outflow from management of liquid 3,000 (3,000) resources Financing Net increase in loans 1,956 198 Capital element of finance lease rental (78) (50) payments (146) Issue of share capital 238 5,695 Expenses set against share premium accounts (53) (166) Net cash (outflow)/inflow from financing 2,063 5,677 (Decrease)/increase in cash (3,332) 342 Statutory Accounts The financial information for the year ended 31 October 2000 set out in this announcement does not comprise statutory accounts within the meaning of section 240 of the Companies Act 1985. The financial statements for the year ended 31 October 2000 will be delivered after the Annual General Meeting to the Registrar of Companies and will include the auditors' report which is expected to be unqualified and will not contain a statement under either section 237 (2) or 237 (3) of the Companies Act 1985. 1. Corresponding Figures The analysis between continuing and discontinued operations for the year ended 31 October 1999 is shown below. Acquisitions made in the year ended 31 October 1999 are shown as part of continuing activities and activities discontinued in the year ended 31 October 2000 are shown as part of discontinued activities: Continuing Discontinued Total £'000 £'000 £'000 Turnover 12,724 6,329 19,053 Cost of Sales (7,944) (1,684) (9,628) Gross Profit 4,780 4,645 9,425 Administrative Expenses (3,709) (3,305) (7,014) Operating Profit 1,071 1,340 2,411 2. Segmental Information 2000 1999 (As restated) £'000 £'000 Turnover Food Preparation Division 9,618 11,845 Restaurant Division 11,648 7,582 Computer Division 376 341 Holding Company 668 211 Less: Intra Group trade (1,339) (926) 20,971 19,053 Operating profit/(loss) Food Preparation Division 661 959 Restaurant Division 2,469 1,710 Computer Division 58 169 Holding Company (655) (427) 2,533 2,411 Pre-tax profits/(loss) before intra Group dividends Food Preparation Division 594 931 Restaurant Division 2,602 1,639 Computer Division (329) 165 Holding Company (648) (358) 2,219 2,377 Net assets Food Preparation Division 2,208 2,174 Restaurant Division 1,699 1,659 Computer Division - 100 Holding Company 8,702 7,943 12,609 11,876 Turnover arises solely in the United Kingdom. 3. Taxation a. Analysis of charge in year 2000 1999 (As restated) £'000 £'000 Current tax UK corporation tax on profits of the period 207 625 Deferred tax Prior year adjustment - 239 Current year charge 502 - Tax on profit on ordinary activities 709 864 The group has adopted FRS 19 - Deferred Tax for the first time. The prior year adjustment reflects the deferred tax that would have been recognised at 31 October 1999 had deferred tax been calculated on the full basis for that period. b. Factors affecting tax charge for year The tax assessed for the period is lower than the standard rate of corporation tax in the UK (30%). The differences are explained below: 2000 1999 £'000 £'000 Profit on ordinary activities before tax 2,219 2,377 Profit on ordinary activities multiplied by standard rate of 666 713 corporation tax of 30% (1999: 30.4%) Effects of: Expenses not deductible for tax purposes 257 12 Capital allowances for period in excess of depreciation (149) (100) Group relief claimed and not paid for (56) - Current year capital gains taken to current year deferred tax (511) - Current tax charge for period 207 625 4. Dividends 2000 1999 £'000 £'000 Ordinary dividends (equity): Final proposed (1p per share (1999: 0.9p per share)) 183 164 Dividend in specie arising on demerger of subsidiary 779 - undertaking (see note 9) 962 164 5. Earnings per share 2000 1999 The earnings per share is based on the following: Earnings (£'000) 1,510 1,513 Weighted average number of shares 18,243 16,386 Diluted number of shares 19,081 17,137 Earnings per share 8.28p 9.23p Diluted earnings per share 7.91p 8.83p Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the year. The weighted average number of equity shares in issue was 18,242,707 (1999: 16,385,999). The diluted earnings per share is based on 19,081,094 (1999: 17,137,448) ordinary shares which allows for the exercise of all dilutive potential ordinary shares. 6. Reconciliation of movement in shareholder's funds 2000 1999 2000 1999 £'000 £'000 £'000 £'000 Opening shareholders' funds As previously stated 12,115 4,748 9,875 3,818 Prior year adjustment (239) - - - As restated 11,876 4,748 9,875 3,818 Retained profit for the year 548 1,349 17 278 Issue of share capital 238 5,945 238 5,945 Less cost of issue shares (53) (166) (53) (166) Closing shareholders' funds 12,609 11,876 10,077 9,875 7. Reconciliation of operating profit to net cash inflow from operating activities 2000 1999 £'000 £'000 Operating profit 2,533 2,411 Depreciation 631 467 Amortisation of intangibles 5 17 Profit on disposal of fixed assets (40) (208) Increase in stocks (294) (416) Increase in debtors (231) (598) Increase in creditors 3,376 217 Net cash inflow from operating activities 5,980 1,890 8. Reconciliation of net cash flow to movement in net debt 2000 1999 £'000 £'000 Decrease/increase in cash in the year (3,332) 342 Cash inflow from changes in debt and lease financing (2,473) (148) Cash (inflow)/outflow from (decrease)/increase in liquid resources (3,000) 3,000 Change in net debt resulting from cash flows (8,805) 3,194 Finance leases acquired with subsidiaries - (26) Movement in net debt in the year (8,805) 3,168 Net funds/(debt) at the beginning of the year 2,181 (987) Net funds/(debt) at the end of the year (6,624) 2,181 9. Demerger of subsidiary undertaking Crestport Limited, a subsidiary of the Company, was demerged from the Group and transferred to QuadraNet Plc on 7 April 2000 by way of a distribution in specie. The shares of QuadraNet Plc were issued on the basis of four QuadraNet shares for one FISH PLC share held at the record date. The costs of the demerger amounted to £386,000 and are disclosed as an exception item. The dividend in specie in the Group's profit and loss account (see note 4) amounted to £779,000 which reflected the net assets in Crestport transferred to QuadraNet as follows: £'000 Fixed assets 961 Net current liabilities (711) 250 Add: goodwill 622 Less: disposal of minority interest (93) 779 10. Discontinued operations With effect from 1 August 2000 the Group disposed of its three Signature restaurants comprising Bank Aldwych, Bank Birmingham and Zander, to a newly formed company, Bank Restaurant Group plc. The Group also discontinued activities at Lawn, the final Signature restaurant in preparation for its conversion to a Fish! unit and goodwill on the original acquisition of £ 276,000 has been written off. The profit on disposal of the Signature restaurants has been calculated as follows: £'000 £'000 Sale proceeds: Initial cash proceeds 10,250 Deferred cash consideration 775 Stocks 235 11,260 Net assets disposed of: Tangible fixed assets 9,028 Stocks 235 Sundry debtors & prepayments 480 Hire purchase & finance lease liabilities (587) (9,156) Costs of disposal and other Signature restaurant closure (1,950) costs Profit on disposal 154 The net assets disposed of relating to Bank Aldwych and Zander were part of Marchthistle Limited and hence these restaurants were not operated as independent companies. The net assets of Bank Birmingham were owned by Bank Restaurant (Birmingham) Limited. The initial cash proceeds above included £ 2,500,000 in respect of the sale of the Company's 2 ordinary shares of £1 each in Bank Restaurant (Birmingham) Limited. The directors have not disclosed the cashflows for the period relating to the Signature restaurants disposed of. This is because FISH PLC operates central treasury, purchases and accounting functions. It does not identify all assets, liabilities, financing costs and cash flows by restaurant and the directors do not feel that it is practicable, without undue time and delay to associate or identify these cashflows for the Signature restaurants.

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