Final Results

Fiske PLC 11 August 2003 Fiske plc - Preliminary Results for the year ended 31 May 2003 Chairman's Statement After some three years of a severe bear market, there are signs at last of some improvement. Nevertheless, for most of the last financial year we operated in very challenging conditions which are reflected in our results. In the light of the considerable reduction in Stock Exchange business, we continued our drive to contain costs and, in addition, much effort has been successfully devoted to the integration of Ionian Investment Management. After writing off £545,000 of goodwill our operating loss for the year ended 31 May 2003 was £1,423,000. Taking into account the profit arising on the sale of a further part of our shareholding in the London Stock Exchange and interest and dividends receivable, the loss (before tax) amounts to £793,000. A tax credit of £129,000 has resulted in a loss on ordinary activities being reduced to £664,000. During the year under review we sold 125,000 shares in the London Stock Exchange for a consideration and profit of £467,000. We continue to hold 50,000 shares which, at 6 August 2003 stood at 316.5p per share. We also made provisions for the amortisation of goodwill of £545,000, of which £395,000 was exceptional being a one-off write-down following the acquisition of the Ionian Group Limited. We have adopted a prudent policy in this regard which was referred to more fully in our Interim Statement at the half-year. The current year has made a promising start and, whilst these are early days to be optimistic, there are signs of a welcome return to increased levels of business. With our balance sheet having no debt and our healthy liquidity we are well positioned to move forward. Against this background, your Board is recommending a final dividend of 1.75p per share out of Revenue Reserves, making 2.75p for the year as a whole, compared with 5.75p for the previous year. Shareholders will be given the option to take the dividend in cash or to opt for the share alternative. Shareholders' approval for this will be proposed at the forthcoming Annual General Meeting to be held on 24 September 2003. Further information regarding the share alternative being offered to shareholders in place of the cash dividend is set out in the circular that accompanies this report. In November 2002 we were very pleased to appoint Michael Allen as an independent non-executive director. He is a former group vice president of the Procter and Gamble company, a director of Alliance and Leicester plc and also of Safeway plc. He is a member of the Remuneration and Nomination Committee and chairman of the Audit Committee. Shareholders are, I am sure, aware that stockbroking is a people business. We have a board with seven members, some nineteen associates and a staff of nineteen. In difficult conditions they have made great efforts and in some cases delivered considerable achievements. We are indebted to them all. G Maitland Smith Chairman 8 August 2003 Consolidated Profit and Loss Account Year ended 31 May 2003 2003 2002 £'000 £'000 TURNOVER Gross commission receivable 2,255 2,326 Commission payable (649) (904) Other income 228 301 1,834 1,723 Continuing operations 1,516 1,723 Acquisitions 318 - OPERATING COSTS Staff costs (1,295) (987) Depreciation (102) (111) Amortisation of intangible fixed assets (161) - Other operating charges (1,304) (1,469) Goodwill write-off (exceptional) (395) - (3,257) (2,567) OPERATING LOSS (1,423) (844) Continuing operations (994) (844) Acquisitions (including goodwill write-off) (429) - Gain on disposal of fixed asset investment 467 1,097 Other income from fixed asset investments 60 19 Interest receivable and similar income 106 186 Interest payable (3) (1) 630 1,301 (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION (793) 457 Taxation credit/(charge) on (loss)/profit on ordinary activities 129 (162) (LOSS)/PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION (664) 295 Dividends paid and proposed (220) (429) Retained loss for the financial year (884) (134) Retained profit brought forward 1,672 1,806 Retained profit carried forward 788 1,672 Basic (losses)/earnings per share (8.3)p 4.5p Diluted (losses)/earnings per share (8.3)p 4.4p Headline losses per share (6.7)p (7.3)p Headline diluted losses per share (6.7)p (7.3)p All activities relate to continuing operations; there are no recognised gains or losses other than the (loss)/ profit for the current and prior years. Consolidated Balance Sheet 31 May 2003 2003 2002 £'000 £'000 FIXED ASSETS Tangible assets 86 159 Intangible assets 989 - Investments 251 387 1,326 546 CURRENT ASSETS Market and client debtors 11,593 6,424 Other debtors 268 132 Cash at bank and in hand 3,276 3,716 15,137 10,272 CREDITORS: amounts falling due within one year Market and client creditors (11,982) (6,507) Other creditors (560) (664) (12,542) (7,171) NET CURRENT ASSETS 2,595 3,101 TOTAL ASSETS LESS CURRENT LIABILITIES 3,921 3,647 PROVISION FOR LIABILITIES AND CHARGES (2) - 3,919 3,647 CAPITAL AND RESERVES Called up share capital 2,001 1,630 Share premium account 1,130 345 Profit and loss account 788 1,672 EQUITY SHAREHOLDERS' FUNDS 3,919 3,647 These financial statements were approved by the Board of Directors on 8 August 2003. Signed on behalf of the Board of Directors C F Harrison Chief Executive Officer Company Balance Sheet 31 May 2003 2003 2002 £'000 £'000 FIXED ASSETS Tangible assets 86 159 Intangible assets 989 - Investment in subsidiary 432 - Investments 251 387 1,758 546 CURRENT ASSETS Market and client debtors 11,593 6,424 Other debtors 268 132 Cash at bank and in hand 3,276 3,716 15,137 10,272 CREDITORS: amounts falling due within one year Market and client creditors (11,982) (6,507) Other creditors (1,045) (664) (13,027) (7,171) NET CURRENT ASSETS 2,110 3,101 TOTAL ASSETS LESS CURRENT LIABILITIES 3,868 3,647 PROVISION FOR LIABILITIES AND CHARGES (2) - 3,866 3,647 CAPITAL AND RESERVES Called up share capital 2,001 1,630 Share premium account 1,130 345 Profit and loss account 735 1,672 EQUITY SHAREHOLDERS' FUNDS 3,866 3,647 These financial statements were approved by the Board of Directors on 8 August 2003. Signed on behalf of the Board of Directors C F Harrison Chief Executive Officer Consolidated Cash Flow Statement For the year ended 31 May 2003 Cash flow 2003 2002 notes £'000 £'000 Net cash outflow from operating activities 1 (126) (764) Returns on investment and servicing of finance 2 125 204 Taxation - UK corporation tax paid (16) (488) Capital expenditure and financial investment 2 519 791 Acquisitions 2 (572) - Equity dividends paid (378) (374) Financing 2 8 - Decrease in cash 3, 4 (440) (631) Notes to the Consolidated Cash Flow Statement For the year ended 31 May 2003 1. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2003 2002 £'000 £'000 Operating loss (1,423) (844) Depreciation charges 102 111 Amortisation of intangible fixed assets 161 - Goodwill write-off (exceptional) 395 - (Increase)/decrease in debtors (4,827) 3,471 Increase/(decrease) in creditors 5,466 (3,502) Net cash outflow from operating activities (126) (764) 2. GROSS CASH FLOWS 2003 2002 £'000 £'000 Returns on investments and servicing of finance Interest received 106 186 Interest paid (3) (1) Dividends received 22 19 125 204 Capital expenditure and financial investment Proceeds from sale of London Stock Exchange shares 467 1,097 Payments to acquire tangible fixed assets (21) (16) Payments to acquire intangible fixed assets (99) - Purchase of fixed asset investments (504) (290) Proceeds from sale of fixed asset investments 676 - 519 791 Acquisitions Cash paid upon purchase of subsidiary undertaking (430) - Cash paid upon purchase of associate's business (300) - Cash acquired with subsidiary undertakings 158 - (572) - Financing Issue of ordinary share capital 5 - Premium on issue of ordinary share capital less expenses 3 - 8 - Notes to the Consolidated Cash Flow Statement For the year ended 31 May 2003 3. ANALYSIS OF CHANGES IN NET CASH At 1 June Cash At 31 May 2002 flows 2003 £'000 £'000 £'000 Cash at bank and in hand 3,716 (440) 3,276 4. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2003 2002 Note £'000 £'000 Decrease in cash in the year 3 (440) (631) Change in net cash (440) (631) Net funds at 1 June 2002 3,716 4,347 Net funds at 31 May 2003 3,276 3,716 5. ACQUISITION OF SUBSIDIARY UNDERTAKINGS 2003 2002 £'000 £'000 Net assets acquired: Tangible fixed assets 3 - Debtors 346 - Cash at bank and in hand 158 - Creditors (75) - 432 - Goodwill 1,146 - 1,578 - Satisfied by: Nominal value of shares allotted 366 - Premium on shares allotted 782 - Cash 430 - 1,578 - (Losses)/earnings per share Basic (losses)/earnings per share has been calculated by dividing the (loss)/profit on ordinary activities after taxation by the weighted number of shares in issue during the year. Diluted (losses)/earnings per share is basic (losses)/earnings per share adjusted for the effect of conversion into fully paid shares of the weighted average number of share options during the year. As the group has made a loss during the year, under FRS14 no dilution effect has been calculated. Headline losses and earnings per share have been calculated in accordance with the definition in the Institute of Investment Management Research ('IIMR') Statement of Investment Practice No. 1, 'The Definition of IIMR Headline Earnings', in order to take out the exceptional gain arising on disposal of London Stock Exchange shares, as follows: Diluted Diluted 31 May 2003 Basic eps Headline eps Basic eps Headline eps £'000 £'000 £'000 £'000 Loss on ordinary activities after taxation (664) (664) (664) (664) Add: Goodwill written off after taxation - 520 - 520 Less: Exceptional gain on disposal of fixed asset investment after tax - (390) - (390) Losses (664) (534) (664) (534) Number of shares (000s) 7,983 7,983 7,983 7,983 Losses per share (pence) (8.3) (6.7) (8.3) (6.7) Diluted Diluted 31 May 2002 Basic eps Headline eps Basic eps Headline eps £'000 £'000 £'000 £'000 Profit on ordinary activities after taxation 295 295 295 295 Less: Exceptional gain on disposal of fixed asset investment after taxation - (768) - (768) Plus: Adjustment to reflect impact of dilutive share - - 5 - options Earnings/(losses) 295 (473) 300 (473) Number of shares (000s) 6,499 6,499 6,788 6,499 Earnings/(losses) per share (pence) 4.5 (7.3) 4.4 (7.3) 31 May 2003 31 May 2002 Number of shares (000s): Weighted average number of shares 7,983 6,499 Dilutive effect of share option schemes - 289 7,983 6,788 Final Dividend The final dividend of 1.75p per share will be paid, subject to shareholder approval, on 30 September 2003 to shareholders on the share register on 22 August 2003. The shares will go ex-dividend on 20 August 2003. Note to the financial statements for the year ended 31 May 2003. The above results for the year ended 31 May 2003 are an abridged version of the Group's audited statutory financial statements which have not yet been filed with the Registrar of Companies. The balance sheet and profit and loss account do not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985 (as amended). These statements have been prepared on a consistent basis with the accounting policies as stated in the previous and current years' financial statements. The results for the years ended 31 May 2003 and 2002 have been extracted from the financial statements of the company on which unqualified reports from the auditors have been issued and which in respect of 31 May 2002 accounts have been filed with the Registrar of Companies. Copies of this announcement are available from the Group's registered office at Salisbury House, London Wall, London, EC2M 5QS. The Annual Report and Accounts will be sent to shareholders on 29 August 2003. Enquiries: Clive Harrison (Chief Executive Officer) - 020 7448 4700 This information is provided by RNS The company news service from the London Stock Exchange

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