Final Results

FISH PLC 22 February 2002 FISH PLC Preliminary Results for the Year ended 31 October 2001 Fish PLC, the operator of 18 Fish! diners and specialist food suppliers, today announces preliminary results for the year ended 31 October 2001. • Fish! was not immune from Foot and Mouth or September 11 but achieved profit before tax on continuing operations up 100% to £2.0m (2000: £1.0m) • Opening programme on schedule with the Group now operating 18 Fish! with 11 new diners opened during the period and a further two since the year end. • Specialist food division continues to provide the platform for growth • While consumer confidence is low, the Board has decided to be prudent, while retaining flexibility with the opening programme. A minimum of five Fish! will open in the current year which can be accelerated rapidly • In light of the difficult market conditions the Board is actively reviewing a range of strategies to facilitate growth and maximise shareholder returns Tony Allan, Chairman said: 'Fish! has suffered from events beyond its control during a critical phase of growth. Whilst trading remains difficult, the Fish! brand remains robust. The Group will pick up the rate of expansion when market conditions allow and there are signs that this is happening. We are still firmly committed to building Fish! into a nationwide chain.' 22 February 2002 ENQUIRIES: FISH PLC Today: 0207 457 2020 Paul Gilligan, Chief Executive Thereafter: 020 7234 3300 Jeremy Ormerod, Finance Director College Hill Tel: 020 7457 2020 Justine Warren Matthew Smallwood FISH PLC Preliminary Results for the Year to 31 October 2001 Chairman's Statement Introduction We are pleased with the Group's achievements over the past year - a year which has been the most challenging we have faced on a number of counts. Many changes have taken place within the Group which are designed to create a business with focus on the Fish! brand and the expansion of the diners and retail outlets. We have delivered the roll out programme we promised and the Group concluded the year end with 16 Fish! Diners and three retail shops. In addition, Cutty and Bentley continued to develop its customer base and to supply fresh fish and meat to the Group's diners, as well as the restaurant industry generally. Our commitment to high standards of food quality, design and service remain at the forefront of our ambitions. The Group continues to source reliable sustainable fish from around the world and became the first restaurant group worldwide to display the coveted Marine Stewardship Council logo on the menu. Our diner designs continues to achieve favourable comment from the critics and media. We will continue with expansion in affluent areas throughout the UK. During the year, we launched the Fish! Academy in London. We provide training to new staff, re-training for existing staff and management courses for up and coming management. This supply of newly trained staff provides the pipeline for the diner expansion programme. External Events The foot and mouth outbreak starting in February 2001 and the subsequent terrorist attacks in America in September 2001 provided trading difficulties for the Group. As was typical for the restaurant sector as a whole, there has been an impact on group sales in what was a critical growth period. In particular, we saw a decline in consumer eating-out in the aftermath of September 11th, which reflected in sales decreases against budget of approximately 20%. In areas where we traditionally secured the lunchtime business market such as Borough and Canary Wharf, sales were affected. In the previously popular tourist locations, Borough and County Hall, there were also noticeable effects in evening trade. Group Financial Performance Group turnover increased to £18.8m (2000: £12.2m from continuing operations, total £21.0m) reflecting the ongoing trading of Fish! and the specialist food division. At the year end 16 Fish! diners were operational. Group operating profit, on a continuing basis, over the period was £2.0m (2000: £1.1m, total including discontinued operations £2.5m) and profit on ordinary activities before tax on continuing operations was £2.0m. (2000: £1.0m, total including discontinued operations £2.2m) Earnings per share were 6.50p (2000: 8.28p). The Group's results have been impacted by a changed maturity profile of the Fish! Brand amongst the newer operations. After initial strong sales, there is a levelling off in trade which will then build again over a period of 2-2.5 years. However, in some of our diners we have proven that a very high return on capital employed can be delivered. This is the exception, not the rule. Our maturity profile is similar to other operators within the industry and we will continue to manage the Group with this timescale in mind going forward. Restaurant Division Turnover from the restaurant division was £8.9m (2000: continuing operations £3.9m) with operating profit of £2.3m (2000: continuing operations £1.1m) During the year, the Company opened 11 new diners. Birmingham Mailbox opened in November 2000 and these were followed by New Kings Road (April), Putney (April), Leeds (May), Blackheath (June), Epsom (July), Solihull (September), Manchester (September), Earlsfield (September), Marlow (October) and Clerkenwell (October). Since the year end, diners have subsequently been opened in The City (November) and Surbiton (December). As scheduled, the majority of openings took place in the second half of the year following a review of all property matters following Paul Gilligan's arrival in August 2000. A new property team joined the Group and has continued to secure sites for future growth. We have secured new sites in Brighton, St Albans and Berners Street (W1). These will be trading by our half-year period in April 2002. Owing to a general lack of consumer confidence at the current time, the Board of Fish! Plc has carefully considered the plans for future growth and has decided to review the openings programme. It is prudent not to commit extra funds to the development of the Group until such time as a recovery is readily evident. We have, however, continued to negotiate on a large number of new sites and have constantly been approached by developers to take leases in new schemes. The Directors remain confident in our ability to roll out new Fish! diners and our overall plan remains to expand the Fish! diner brand throughout the UK. Specialist Food Division Turnover was £11.0m (2000: £9.6m) and operating profit was £0.7m (2000: £0.7m) This division continues to provide the key platform for the Group's expansion. Our expert buyers and staff at Cutty continue to source high quality fish from UK waters and around the world. Fish is prepared at the Old Kent Road factory and distributed daily to the diners as well as the external base of restaurant clients. We also continue to expand our expert knowledge in environmentally friendly fishing methods and sustainable fisheries to deliver further growth in an area where consumers awareness is becoming higher. Retail and Branding At the year-end the Group was trading from three independent retail Fish! shops at Borough Market, Kingston and Guildford. Jarvis of Kingston was re-branded during the period to the Fish! brand and this has proved very successful. We have identified a real demand for our wet fish and related fine foods and have also developed a strong range of cookery items, kitchenware and household products. The retail shops have an incremental benefit of marketing the Fish! brand to consumers and helps to draw custom to newly opened diners in the crucial early weeks of trading, in particular. Since the year end we have opened a retail unit at Blackheath. A fifth shop is currently being fitted out adjacent to the Surbiton diner and we plan to open shops in Marlow and St Albans over the coming months. We have had encouragingly positive feedback from customers on the Group's retail shops, as generally there has been a decline in traditional High Street fishmongers. It is our intention to reverse this trend and in so doing strengthening the market for the Fish! brand. In addition, Tony Allan will be starring in a new prime time BBC food and lifestyle programme which will expand knowledge of the Fish! brand and the benefits of a healthy diet. Operations This was an important year for operations at Fish! 11 new sites opened smoothly and on schedule. We have focused on improving the efficiency of data collation and analysis from the Group's growing portfolio of diners, and have developed a system to unite front and back of house operations rather than following the traditional restaurant structure of splitting the business into two separate functions. This single reporting line has been successfully implemented resulting in better control of all aspects of the business. In 2002, Fish! will build on this platform Managers will have more increased autonomy and their teams will have shared goals providing motivation and the chance to become involved in the financial success of individual operations. The development of key personnel to manager level is critical in the successful operation of all the diners. Board Changes Paul Gilligan took over as Chief Executive and Jeremy Ormerod became the Finance Director in July 2001. This move was designed to reflect the changes within the Group and to address the increasing duties in both areas. Eric Garnier resigned at the year-end in order to pursue a personal ambition of running his own family restaurant. The Board would like to take this opportunity to thank Eric for his significant role in helping make Fish! plc the success it is today. Dividend In the light of the current performance of the Group and the variable market conditions in which we operate, the Board has decided that it would be inappropriate to recommend a final dividend. Current Trading The overall trend across our estate is that trade has been slower than expected in our newer units and those locations exposed to changes in tourist numbers. Like for likes for the period to the end of December 2001 were down 13%, and as expected, January was poor. We are now experiencing improving trade outside London and have benefited from a fixed price menu which was introduced in December 2001 in some locations. Like for like sales in February improved to - 7% indicating that we are now seeing early signs of a return of consumer confidence. Bookings were very strong for key calendar dates such as Valentines Day and we are already taking reservations for Mothers' Day and the Easter break. Most recently, we have benefited from strong sales over the half-term period particularly in Guildford, Epsom and Surbiton. Future Prospects In light of the current economic climate and, in some areas, an uncertainty regarding consumer spending, the Group will continue to monitor its activities and improve standards in all areas of food and service. Against the background of difficult market conditions and given the need to continue to grow the business, the Board is actively reviewing a range of strategies to facilitate growth and to improve and maximise shareholder returns. Our site pipeline for the future is identified and can be accelerated at short notice. It is our intention to open a minimum of five new Fish! diners during the current year but retain the flexibility to increase the rate when market conditions improve. With the increasing focus of the Group centering on the Fish! brand, the Board remains confident that management can deliver shareholder value in the future. Tony Allan Chairman 22 February 2002 Consolidated Profit and Loss Account For the year ended 31 October 2001 Continuing Discontinued Continuing Discontinued operations operations Total Operations Operations Total 2001 2001 2001 2000 2000 2000 £'000 £'000 £'000 £'000 £'000 £'000 Turnover 18,754 - 18,754 12,840 8,131 20,971 Cost of sales (8,797) - (8,797) (6,249) (2,335) (8,584) Gross profit 9,957 - 9,957 6,591 5,796 12,387 Administrative expenses (7,961) - (7,961) (5,484) (4,370) (9,854) Group operating profit 1,996 - 1,995 1,107 1,426 2,533 Disposal and closure of - (293) (293) - 154 154 Signature Restaurants Costs of demerger of subsidiary - - - - (386) (386) undertaking Profit on ordinary activities before interest and other 1,996 (293) 1,703 1,107 1,194 2,301 income Interest receivable 82 - 82 26 - 26 Interest payable (61) - (61) (91) (17) (108) Profit on ordinary activities 2,017 (293) 1,724 1,042 1,177 2,219 before taxation (531) Taxation - (709) Profit on ordinary activities 1,193 1,510 after taxation Dividends - (962) Group retained profit for the 1,193 548 year Basic earnings per share 6.50p 8.28p Diluted earnings per share 6.17p 7.91p All recognised gains and losses are included above Consolidated Balance Sheet As at 31 October 2001 2001 2001 2000 2000 £'000 £'000 £'000 £'000 Fixed assets Intangible 164 176 Tangible 18,354 9,029 18,518 9,205 Current assets Stocks 1,842 1,342 Debtors - due within one year 4,843 16,036 Debtors - due after more than one year 775 775 5,618 16,811 Cash at bank 587 168 8,047 18,321 Creditors: amounts falling due within one year 8,945 13,869 Net current assets (898) 4,452 Total assets less current liabilities 17,620 13,657 Creditors: amount falling due after more than one year 2,523 307 Provision for liabilities and charges 1,132 741 3,655 1,048 Net assets 13,965 12,609 Capital and reserves Called up share capital 1,858 1,829 Share premium account 8,035 7,901 Merger reserve (1,375) (1,375) Profit and loss account 5,447 4,254 Equity shareholders' funds 13,965 12,609 The financial statements were approved by the Board on 22 February 2002 Consolidated Cash Flow Statement For the year ended 31 October 2001 2001 2000 £'000 £'000 Net cash inflow from operating activities 11,869 5,980 Returns on investments and servicing of finance Interest received 82 26 Interest paid (61) (108) Net cash inflow/(outflow) from returns on investments and servicing 21 (82) of finance Taxation Corporation tax paid (212) (571) Capital expenditure Purchase of intangible fixed assets - (136) Purchase of tangible fixed assets (10,116) (11,486) Sale of tangible fixed assets 38 40 Net cash outflow from capital expenditure (10,078) (11,582) Acquisitions and disposals Cost of demerger of Crestport Limited - (386) Disposal of Signature Restaurant business (293) (1,432) Purchase of subsidiaries - deferred consideration - (158) Net cash overdraft acquired with subsidiary Cash outflow from acquisitions and disposals (293) (1,976) Equity dividends paid (183) (164) Cash inflow/(outflow) before use of liquid resources and financing 1,124 (8,395) Management of liquid resources Short term deposits - 3,000 Cash inflow from management of liquid resources - 3,000 Financing Net increase in loans (418) 1,956 Capital element of finance lease rental payments (365) (78) Issue of share capital 166 238 Expenses set against share premium accounts (3) (53) Net cash (outflow)/inflow from financing (620) 2,063 (Increase)/decrease in cash 504 3,332 Notes to the Financial Statements 1. Corresponding Figures The analysis between continuing and discontinued operations for the year ended 31 October 2000 is shown below. Acquisitions made in the year ended 31 October 2000 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 12,840 8,131 20,971 Cost of Sales (6,249) (2,335) (8,584) Gross Profit 6,591 5,796 12,387 Administrative Expenses (5,484) (4,370) (9,854) Operating Profit 1,107 1,426 2,533 2. Segmental Information 2001 2000 £'000 £'000 Turnover Food Preparation Division 11,027 9,618 Restaurant Division 8,876 11,648 Computer Division - 376 Holding Company 420 668 Less: Intra Group trade (1,569) (1,339) 18,754 20,971 Operating profit Food Preparation Division 677 661 Restaurant Division 2,305 2,469 Computer Division - 58 Holding Company (986) (655) 1,996 2,533 Pre-tax profits before intra Group dividends Food Preparation Division 664 594 Restaurant Division 2,278 2,602 Computer Division - (329) Holding Company (1,218) (648) 1,724 2,219 Net assets Food Preparation Division 2,794 2,208 Restaurant Division 3,524 1,699 Computer Division - - Holding Company 7,647 8,702 13,965 12,609 Turnover arises solely in the United Kingdom. 3. Taxation (a) Analysis of charge in year 2001 2000 £'000 £'000 Current tax UK corporation tax on profits of the year 84 207 Under provision in respect of prior year 56 - Deferred tax Current year charge 391 502 Tax on profit on ordinary activities 531 709 (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: 2001 2000 £'000 £'000 Profit on ordinary activities before tax 1,724 2,219 Profit on ordinary activities multiplied by standard rate of 517 666 corporation tax of 30% (2000: 30.4%) Effects of: Expenses not deductible for tax purposes 126 257 Capital allowances for period in excess of depreciation (559) (149) Group relief claimed and not paid for - (56) Current year capital gains taken to current year deferred tax - (511) Current tax charge for period 84 207 4. Dividends 2001 2000 £'000 £'000 Ordinary dividends (equity): Final proposed nil. (2000: 0.9p per share) - 183 Dividend in specie arising on demerger of subsidiary - 779 undertaking - 962 5. Earnings per share 2001 2000 £'000 £'000 The earnings per share is based on the following: Earnings (£'000) 1,193 1,510 Weighted average number of shares 18,342 18,243 Diluted number of shares 19,333 19,081 Earnings per share 6.50p 8.28p Diluted earnings per share 6.17p 7.91p 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 18,341,544 (2000:18,242,707). The diluted earnings per share is based on 19,332,718 (2000:19,081,094) ordinary shares which allow for the exercise of all dilutive potential ordinary shares. 6. Reconciliation of movement in shareholder's funds 2001 2000 2001 2000 £'000 £'000 £'000 £'000 Opening shareholders' funds 12,609 11,876 10,077 9,875 Retained profit for the year 1,193 548 (1,218) 17 Issue of share capital 166 238 166 238 Less cost of issue shares (3) (53) (3) (53) Closing shareholders' funds 13,965 12,609 9,022 10,077 7. Reconciliation of operating profit to net cash inflow from operating activities 2001 2000 £'000 £'000 Operating profit 1,996 2,533 Depreciation 791 631 Amortisation of intangibles 12 5 Profit on disposal of fixed assets 30 (40) Increase in stocks (500) (294) Decrease/(increase) in debtors 11,193 (231) (Decrease)/increase in creditors (1,653) 3,376 Net cash inflow from operating activities 11,869 5,980 8. Reconciliation of net cash flow to movement in net debt 2001 2000 £'000 £'000 Increase/(decrease) in cash in the year 504 3,332 Cash outflow/(inflow) from changes in debt and lease financing 335 (2,473) Cash inflow from decrease in liquid resources - (3,000) Change in net debt resulting from cash flows 839 (8,805) Net (debt)/funds at the beginning of the year (6,624) 2,181 Net (debt) at the end of the year (5,785) (6,624) 9. Analysis of net funds/(debt) Year ended Cashflow Year ended 31 October £'000 31 October 2000 2001 £'000 £'000 Cash in hand and at bank 168 419 587 Overdraft (1,898) 85 (1,813) (1,730) 504 (1,226) Debt due within one year (71) (1,529) (1,600) Debt due after one year (4,200) 1,947) (2,253) Finance leases (623) (83) (706) Total (6,624) 839 (5,785) 10. Statutory Accounts The financial information for the year ended 31 October 2001 set out in this announcement does not comprise statutory accounts within the meaning of section 240 of the Companies Act 1985. There have been no changes to the accounting policies used to prepare these financial statements since the last set of financial statements. The financial statements for the year ended 31 October 2001 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. The financial statements for the year ended 31 October 2000 received an unqualified audit report. This information is provided by RNS The company news service from the London Stock Exchange

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