Final Results

Fiske PLC 27 August 2004 Fiske plc - Preliminary Results for the year ended 31 May 2004 Chairman's Statement As reported in our Interim Statement issued in February 2004, the results achieved in the six months to 30 November 2003 showed a welcome return to profitability. However, whilst the second half started reasonably well, the caution we expressed at the interim stage proved to be well founded. Levels of business have remained static with the result that our profit for the year did not come up to earlier expectations. Profit before tax for the year ended 31 May 2004 was £466,000 as compared with a loss in the previous year of £793,000. Profit after tax amounted to £317,000 as compared with a loss in the previous year of £664,000. The profit is stated after provisions of £150,000 have been made for the amortisation of goodwill. As at 31 May 2004 our shareholding in the London Stock Exchange was 50,000 ordinary shares, which is carried in our Balance Sheet at nil cost. Management continues to focus on cost control and it is reassuring to note that in a people business like ours, we have been able to hold increases in staff costs to less than 1% and other operating costs to just over 3%. The Board has always been conscious of the importance of a strong and liquid balance sheet with the advantages this gives to a company to come through difficult times. For the six month period to 30 November 2003 we declared a dividend of a higher proportion of the total annual dividend than hitherto. On this occasion we believe it appropriate to recommend to shareholders a final dividend of 2p per share, being equal to the interim dividend. As last year, shareholders may elect to receive their final dividend by way of a scrip dividend of Fiske shares in lieu of cash. Shareholders eligible to receive their dividend by way of scrip will be sent an election form during the week beginning 20 September 2004. In our Interim Statement I referred to the appointment of Mr Martin Perrin as an additional non-executive director. Mr Perrin will be proposed for election at our forthcoming Annual General Meeting. Also, at that meeting, Mr Philip Lovegrove, who joined us as an executive director in June 2002, following our acquisition of Ionian, will be proposed for re-election. I shall be retiring from the Board as its Chairman and as a non-executive director at the end of September 2004. I feel privileged to have been associated with the company over the past four and a half years, particularly in its transition from a private company to one quoted on the London Stock Exchange AIM market. The company has an enthusiastic and hard working management team and I take the opportunity to thank them for all their support during my term of office. It gives me much pleasure to report that Mr Michael Allen, who joined us as a non-executive director in November 2002, has agreed to succeed me and I wish him every success in his future role. The current year has not yet shown any positive signs of improvement in levels of business. The Stock Market continues to be volatile, largely due to a number of factors that influence the wish to invest and which are currently adversely affecting confidence levels. These include rising interest rates, company pension fund deficits, oil prices and global uncertainty over terrorist attacks. It is not surprising therefore that the public is generally becoming more cautious. However, we have traded profitably so far in the current financial year. G Maitland Smith Chairman 26 August 2004 Consolidated Profit and Loss Account Year ended 31 May 2004 Notes 2004 2003 £'000 £'000 TURNOVER Gross commission and similar income 4,323 2,401 Commission payable (1,207) (649) Other income 87 82 3,203 1,834 OPERATING COSTS Staff costs (1,306) (1,295) Depreciation (65) (102) Amortisation of intangible fixed assets (183) (161) Other operating charges (1,346) (1,304) Goodwill write-off (exceptional) - (395) (2,900) (3,257) OPERATING PROFIT/(LOSS) 303 (1,423) Gain on disposal of fixed asset investment 22 467 Other income from fixed asset investments 23 60 Interest receivable and similar income 126 106 Interest payable (8) (3) PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION 466 (793) Taxation (charge)/credit on profit/(loss) on ordinary activities (149) 129 PROFIT/(LOSS) ON ORDINARY ACTIVITIES AFTER TAXATION 317 (664) Dividends paid and proposed (330) (220) Retained loss for the financial year (13) (884) Retained profit brought forward 788 1,672 Retained profit carried forward 775 788 Basic earnings/(losses) per share 1 3.9p (8.3)p Diluted earnings/(losses) per share 1 3.9p (8.3)p Headline earnings/(losses) per share 1 5.0p (6.7)p Headline diluted earnings/(losses) per share 1 5.0p (6.7)p All activities relate to continuing operations; there are no recognised gains or losses other than the profit/(loss) for the current and prior years. Consolidated Balance Sheet 31 May 2004 2004 2003 £'000 £'000 FIXED ASSETS Tangible assets 57 86 Intangible assets 806 989 Investments 74 251 937 1,326 CURRENT ASSETS Market and client debtors 13,447 11,593 Other debtors 158 268 Cash at bank and in hand 4,006 3,276 17,611 15,137 CREDITORS: amounts falling due within one year Market and client creditors (13,808) (11,982) Other creditors (727) (560) (14,535) (12,542) NET CURRENT ASSETS 3,076 2,595 TOTAL ASSETS LESS CURRENT LIABILITIES 4,013 3,921 PROVISION FOR LIABILITIES AND CHARGES - (2) NET ASSETS 4,013 3,919 CAPITAL AND RESERVES Called up share capital 2,068 2,001 Share premium account 1,170 1,130 Profit and loss account 775 788 EQUITY SHAREHOLDERS' FUNDS 4,013 3,919 Company Balance Sheet 31 May 2004 2004 2003 £'000 £'000 FIXED ASSETS Tangible assets 57 86 Intangible assets 806 989 Investment in subsidiary 432 432 Investments 74 251 1,369 1,758 CURRENT ASSETS Market and client debtors 13,447 11,593 Other debtors 158 268 Cash at bank and in hand 4,006 3,276 17,611 15,137 CREDITORS: amounts falling due within one year Market and client creditors (13,808) (11,982) Other creditors (1,212) (1,045) (15,020) (13,027) NET CURRENT ASSETS 2,591 2,110 TOTAL ASSETS LESS CURRENT LIABILITIES 3,960 3,868 PROVISION FOR LIABILITIES AND CHARGES - (2) NET ASSETS 3,960 3,866 CAPITAL AND RESERVES Called up share capital 2,068 2,001 Share premium account 1,170 1,130 Profit and loss account 722 735 EQUITY SHAREHOLDERS' FUNDS 3,960 3,866 Consolidated Cash Flow Statement For the year ended 31 May 2004 Cash flow 2004 2003 notes £'000 £'000 Net cash inflow/(outflow) from operating activities 1 490 (126) Returns on investment and servicing of finance 2 136 125 Taxation - UK corporation tax repaid/(paid) 131 (16) Capital expenditure and financial investment 2 171 519 Acquisitions 2 - (572) Equity dividends paid (273) (378) Financing 2 75 8 Increase/(decrease) in cash 3,4 730 (440) Notes to the Consolidated Cash Flow Statement For the year ended 31 May 2004 1. RECONCILIATION OF OPERATING PROFIT/(LOSS) TO NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES 2004 2003 £'000 £'000 Operating profit/(loss) 303 (1,423) Depreciation charges 65 102 Amortisation of intangible fixed assets 183 161 Goodwill write-off (exceptional) - 395 Increase in debtors (1,812) (4,827) Increase in creditors 1,751 5,466 Net cash inflow/(outflow) from operating activities 490 (126) 2. GROSS CASH FLOWS 2004 2003 £'000 £'000 Returns on investments and servicing of finance Interest received 126 106 Interest paid (8) (3) Dividends received 18 22 136 125 Capital expenditure and financial investment Proceeds from sale of London Stock Exchange shares - 467 Payments to acquire tangible fixed assets (36) (21) Payments to acquire intangible fixed assets - (99) Purchase of fixed asset investments (159) (504) Proceeds from sale of fixed asset investments 366 676 171 519 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 54 5 Premium on issue of ordinary share capital less expenses 21 3 75 8 Notes to the Consolidated Cash Flow Statement For the year ended 31 May 2004 3. ANALYSIS OF CHANGES IN NET CASH At 1 June Cash At 31 May 2003 flows 2004 £'000 £'000 £'000 Cash at bank and in hand 3,276 730 4,006 4. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2004 2003 Cash Flow £'000 £'000 notes Increase/(decrease) in cash in the year 3 730 (440) Change in net cash 730 (440) Net funds at 1 June 2003 3,276 3,716 Net funds at 31 May 2004 4,006 3,276 Notes to the Accounts For the year ended 31 May 2004 1. Earnings/(losses) per share Basic earnings/(losses) per share has been calculated by dividing the profit/(loss) on ordinary activities after taxation by the weighted average number of shares in issue during the year. Diluted earnings/(losses) per share is basic earnings/(losses) per share adjusted for the effect of conversion into fully paid shares of the weighted average number of share options during the year. Headline earnings and losses 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 certain fixed asset investments, as follows: Diluted Diluted 31 May 2004 Basic eps Headline eps Basic eps Headline eps £'000 £'000 £'000 £'000 Profit on ordinary activities after taxation 317 317 317 317 Add: Goodwill written off after taxation - 105 - 105 Less: Exceptional gain on disposal of fixed asset investment after tax - (15) - (15) Add: Adjustment to reflect impact of dilutive share options - - 3 3 Earnings 317 407 320 410 Number of shares (000s) 8,167 8,167 8,250 8,250 Earnings per share (pence) 3.9 5.0 3.9 5.0 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) 31 May 2004 31 May 2003 Number of shares (000s): Weighted average number of shares 8,167 7,983 Dilutive effect of share option schemes 83 - 8,250 7,983 2. Final Dividend The final dividend of 2p per share will be paid, subject to shareholder approval, on 19 October 2004 to shareholders on the share register on 10 September 2004. The shares will go ex-dividend on 8 September 2004. A scrip dividend alternative is being offered to eligible shareholders in respect of this final dividend. The above results for the year ended 31 May 2004 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 2004 and 2003 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 2003 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 1 September 2004. 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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