Final Results

RNS Number : 4717O

Fulham Shore PLC (The)

06 August 2014

 



The Fulham Shore plc

("Fulham Shore" or the "Company")

FINAL RESULTS AND POSTING OF ANNUAL REPORT

The Directors of Fulham Shore are pleased to announce the Company's audited results for the year ended 30 March 2014. A copy of the annual report and accounts ("Annual Report"), along with a notice of the Company's annual general meeting, to be held at 9.00am on 29 August 2014 at Franco Manca, 98 Tottenham Court Road, London W1T 4TR, has been posted to shareholders and is available to download from the Company's website, www.fulhamshore.com.

CHAIRMAN'S STATEMENT

Your Board is pleased to report revenues for the year of £543,000 (2013: £Nil) and the narrowing of Headline Operating Loss to £115,000 (2013: £125,000) for the year ended 30 March 2014.

The Group opened its first trading concern during the year. This was a Franco Manca pizzeria franchise at 98 Tottenham Court Road in London. This restaurant has traded profitably since opening on 19 November 2013.

We will look to use the returns from our one restaurant business to cover the central costs of the Group in the current financial year to March 2015.

Placing

During the year ended 30 March 2014, we bolstered our balance sheet by raising capital by means of two placings. The first, in April 2013, raised £580,000 (before expenses) from the issue of 14.50m ordinary shares of 1p each at 4p per share. The second, in February 2014 raised £661,000 (before expenses) from the issue of 13.21m ordinary shares of 1p each at 5p per share.

Cash flow

During the year, net cash outflow from operations narrowed to £58,000 (2013: £99,000) while we invested £284,000 (2013: £33,000) on property, plant and equipment. Overall, there was a net cash inflow of £890,000 (2013: £785,000) resulting in net cash as at 30 March 2014 of £1,675,000 (2013: £785,000).

Current trading and outlook

We continue to look at a number of restaurant concepts which, in line with our stated aims, we would purchase, invest in and expand. The targets would then benefit from our access to capital and experience.

David Page

Chairman

The Directors of the Company accept responsibility for the contents of this announcement.

Contact:

The Fulham Shore plc                                                             Telephone: [phone]

David Page                                                                                www.fulhamshore.com

Allenby Capital Limited                                                           Telephone: [phone]

Nick Naylor / Jeremy Porter / James Reeve

The following has been extracted from, and should be read in conjunction with, the Company's audited Annual Report and Accounts for the period ended 30 March 2014.

THE FULHAM SHORE PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 March 2014

		Year  ended  30 March  2014	Period  ended   31 March  2013
	Notes	£'000	£'000
Revenue		543	-
Cost of sales		(332)	-
Gross profit		211	-
Administrative expenses		(326)	(125)
Headline operating loss		(115)	(125)
Share based payments		(7)	(1)
Pre-opening costs		(27)	-
Operating loss and loss before taxation	1	(149)	(126)
Income tax expense	3	(15)	-
Loss for the year attributable to owners of the company		(164)	(126)
Loss per share
Basic	4	(0.2p)	(0.3p)
Diluted	4	N/A	N/A

There were no other comprehensive income items.

All operating gains and losses relate to continuing activities.

THE FULHAM SHORE PLC

CONSOLIDATED AND COMPANY BALANCE SHEETS

30 March 2014

		Group		Parent company
	Notes	2014  £'000	2013  £'000	2014  £'000	2013  £'000
Non-current assets
Property, plant and equipment	5	284	32	28	32
Investments in subsidiaries	6	-	-	-	-
Trade and other receivables	8	41	-	-	-
		325	32	28	32
Current assets
Inventories	7	22	-	-	-
Trade and other receivables	8	95	37	789	37
Cash and cash equivalents	9	1,675	785	1,051	785
		1,792	822	1,840	822
Total assets		2,117	854	1,868	854
Current liabilities
Trade and other payables	10	(235)	(62)	(43)	(62)
		(235)	(62)	(43)	(62)
Net current assets		1,557	760	1,797	760
Non-current liabilities
Deferred tax liabilities	12	(15)	-	-	-
		(15)	-	-	-
Total liabilities		(250)	(62)	(43)	(62)
Net assets		1,867	792	1,825	792
Equity
Share capital	13	835	558	835	558
Share premium		1,314	359	1,314	359
Retained earnings		(282)	(125)	(324)	(125)
Total equity attributable to owners of the company		1,867	792	1,825	792

The financial statements were approved by the Board of Directors and authorised for issue on 6 August 2014 and are signed on its behalf by:

Nicholas Donaldson

Director

Company registration number: 07973930

THE FULHAM SHORE PLC

CONSOLIDATED STATEMENT OF CHANGE IN EQUITY

for the year ended 30 March 2014

	Share  Capital  £'000	Share  Premium  £'000	Retained  Earnings  £'000	Total  Equity  £'000
Loss for the period	-	-	(126)	(126)
Total comprehensive income for the period	-	-	(126)	(126)
Transactions with owners
Ordinary shares issued (net of expenses)	558	359	-	917
Share based payments	-	-	1	1
Total transactions with owners	558	359	1	918
At 31 March 2013	558	359	(125)	792
Loss for the year	-	-	(164)	(164)
Total comprehensive income for the year	-	-	(164)	(164)
Transactions with owners
Ordinary shares issued (net of expenses)	277	955	-	1,232
Share based payments	-	-	7	7
Total transactions with owners	277	955	7	1,239
At 30 March 2014	835	1,314	(282)	1,867

THE FULHAM SHORE PLC

COMPANY STATEMENT OF CHANGE IN EQUITY

for the year ended 30 March 2014

	Share  Capital  £'000	Share  Premium  £'000	Retained  Earnings  £'000	Total  Equity  £'000
Loss for the period	-	-	(126)	(126)
Total comprehensive income for the period	-	-	(126)	(126)
Transactions with owners
Ordinary shares issued (net of expenses)	558	359	-	917
Share based payments	-	-	1	1
Total transactions with owners	558	359	1	918
At 31 March 2013	558	359	(125)	792
Loss for the year	-	-	(206)	(206)
Total comprehensive income for the year	-	-	(206)	(206)
Transactions with owners
Ordinary shares issued (net of expenses)	277	955	-	1,232
Share based payments	-	-	7	7
Total transactions with owners	277	955	7	1,239
At 30 March 2014	835	1,314	(324)	1,825

THE FULHAM SHORE PLC

CONSOLIDATED AND COMPANY CASH FLOW STATEMENT

for the year ended 30 March 2014

		Group		Parent
	Notes	Year  ended  30 March  2014	Period  ended  31 March  2013	Year  ended  30 March  2014	Period  ended  31 March  2013
		£'000	£'000	£'000	£'000
Net cash from operating activities	15	(58)	(99)	(961)	(99)
Investing activities
Acquisition of property, plant and equipment		(284)	(33)	(5)	(33)
Net cash flow used in investing activities		(284)	(33)	(5)	(33)
Financing activities
Proceeds from issuance of new ordinary shares (net of expenses)		1,232	917	1,232	917
Net cash flow from financing activities		1,232	917	1,232	917
Net increase in cash and cash equivalents		890	785	266	785
Cash and cash equivalents at the beginning of the year	9	785	-	785	-
Cash and cash equivalents at the end of the year	9	1,675	785	1,051	785

THE FULHAM SHORE PLC

ACCOUNTING POLICIES

GENERAL INFORMATION 

The Fulham Shore plc is a public limited company incorporated and domiciled in England and Wales. The Company's ordinary shares are traded on ISDX Growth Market.

BASIS OF PREPARATION 

The financial statements have been prepared under the historical cost convention and, as permitted by EU Law, the Financial Statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS").

The financial statements for the year ended 30 March 2014 are presented in Sterling because that is the primary currency of the primary economic environment in which the Group operates. All values are rounded to the nearest thousand pounds (£'000) except when otherwise indicated.

The parent company has not presented its own income statement, statement of total comprehensive income and related notes as permitted by section 408 of the Companies Act 2006.

At the date of authorisation of these financial statements, the following Standards and Interpretations relevant to the Group operations that have not been applied in these financial statements were in issue but not yet effective:

IFRS 9                          Financial instruments

IFRS 10                        Consolidated financial statements

IFRS 12                        Disclosure of interest on other entities

IFRS 14                        Regulatory deferral accounts

IAS 19 (Amendment)      Employee benefits

IAS 32 (Amendment)      Offsetting financial assets and financial liabilities

IAS 36 (Amendment)      Recoverable amount disclosures for non-financial assets

IAS 39 (Amendment)      Novation of derivatives and continuation of hedge accounting

IFRIC 21                        Levies

The Directors anticipate that the adoption of these Standards and Interpretations as appropriate in future years will have no material impact on the financial statements of the Group.

GOING CONCERN

The financial statements have been prepared on a going concern basis. The Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Therefore the Board is satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The consolidated financial statements incorporate those of The Fulham Shore plc and all of its subsidiary undertakings for the year. Subsidiaries acquired during the year are consolidated from the date that the Group has the power to control and will continue to be consolidated until the date that such control ceases.

The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets and liabilities are recognised at their fair values at the acquisition date.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less depreciation and any recognised impairment loss.  The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is provided on property, plant and equipment at rates calculated to write each asset down to its estimated residual value evenly over its expected useful life, as follows:-

Leasehold properties and improvements         over lease term or renewal term

Plant and equipment                                    20% to 33% straight line

Furniture, fixtures and fittings                        10% to 20% straight line

Assets in the course of construction are carried at cost, less any recognised impairment loss. Depreciation of these assets commences when the assets are ready for their intended use.

Residual values, useful lives and methods of depreciation are reviewed and adjusted if appropriate on an annual basis. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

IMPAIRMENT OF ASSETS

At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in the income statement.

FINANCIAL INSTRUMENTS

Financial assets and financial liabilities, in respect of financial instruments, are recognised on the balance sheet when the Group becomes a party to the contractual provisions of the instrument.

INVENTORIES

Inventories are valued at the lower of cost and net realisable value. Cost is determined on a first in, first out basis. Net realisable value is based upon estimated selling price less further costs expected to be incurred to completion and disposal. Provision is made for obsolete and slow-moving items.

TRADE AND OTHER RECEIVABLES

Receivables are classified as loans and receivables and are initially recognised at fair value. They are subsequently measured at their amortised cost using the effective interest method less any provision for impairment. A provision for impairment is made where there is objective evidence (including customers with financial difficulties or in default on payments), that amounts will not be recovered in accordance with original terms of the agreement. A provision for impairment is established when the carrying value of the receivable exceeds the present value of the future cash flow, discounted using the original effective interest rate. The carrying value of the receivable is reduced through the use of an allowance account and any impairment loss is recognised in the income statement.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash in hand and call deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

TRADE AND OTHER PAYABLES

Payables are initially recognised at fair value and subsequently at amortised cost using the effective interest method.

SHARE CAPITAL

Share capital represents the nominal value of ordinary shares issued.

SHARE PREMIUM

Share premium represents the amounts subscribed for share capital in excess of nominal value less the related costs of share issue.

FOREIGN CURRENCIES

Assets and liabilities denominated in foreign currencies are translated into sterling, the presentational and functional currency of the Group, at the rate of exchange ruling at the balance sheet date.  Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.  All differences are taken to the income statement.

FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. Interest bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception), and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowing. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

TAXATION

Income tax expense represents the sum of the current tax payable and deferred tax.

Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may not be taxable or deductible. The Group's liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit or the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the balance sheet date. Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis.

Tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the tax is also recognised directly in equity.

LEASES

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the asset to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments as determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the income statement.

Rentals payable under operating leases are charged to the income statement on a straight line basis or other systematic basis if representative of the time pattern of the user's benefit over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term.

PROVISIONS

Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present value where the effect is material.

RETIREMENT BENEFITS

The amount charged to the income statement in respect of pension costs is the contributions payable to money purchase schemes in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

REVENUE RECOGNITION

Revenue represents the fair value of the consideration received or receivable, net of Value Added Tax, for goods sold and services provided to customers outside the Group after deducting discounts. Revenue is recognised when the significant risks and rewards of ownership are transferred.

INTEREST INCOME

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

SHARE BASED PAYMENTS

The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured using a Black-Scholes valuation model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

ACCOUNTING PERIOD

The accounts have been prepared for the year from 1 April 2013 to 30 March 2014 with the comparative period being from incorporation on 2 March 2012 to 31 March 2013.

ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of the Group's accounting policies, described above, with respect to the carrying amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year. These judgements, estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, including current and expected economic conditions. Although these judgements, estimates and associated assumptions are based on management's best knowledge of current events and circumstances, the actual results may differ. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.

The judgements, estimates and assumptions which are of most significance to the Group are detailed below:

Valuation of share based payments

The charge for share based payments is calculated in accordance with the methodology described in note 14. The model requires highly subjective assumptions to be made including the future volatility of the Company's share price, expected dividend yield and risk-free interest rates.

OPERATING SEGMENTS

The group considers itself to have a single purpose, the management and operation of restaurants, and therefore concludes that it has only one business segment and only one geographical segment

DEFINITIONS

OPERATING PROFIT

Operating profit is defined as profits from operations after share based payments but before impairment of property, plant and equipment, impairment of goodwill and intangible assets, onerous lease costs, restructuring costs, finance income, finance costs and taxation.

HEADLINE OPERATING PROFIT

Headline operating profit is defined as operating profit before share based payments and pre-opening costs.

HEADLINE PROFIT BEFORE TAXATION

Headline profit before taxation is defined as profit/loss before taxation before impairment of property, plant and equipment, impairment of goodwill and intangible assets, onerous lease costs, restructuring costs and share based payments and pre-opening costs.

PRE-OPENING COSTS

The restaurant pre-opening costs represent costs incurred up to the date of opening a new restaurant that are written off to the profit and loss account in the period in which they are incurred.

THE FULHAM SHORE PLC

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 March 2014

1	OPERATING LOSS
		Year  ended  30 March  2014	Period  ended   31 March   2013
		£'000	£'000
	Operating loss is stated after charging:
	Depreciation of owned property, plant and equipment	32	1
	Operating lease rentals:
	Land and buildings	27	-

Amounts payable to UHY Hacker Young Manchester LLPand their associates in respect of both audit and non-audit services:

		Year  ended  30 March  2014	Period  ended   31 March  2013
		£'000	£'000
	Audit services
	- Statutory audit of company accounts	8	7
	- Statutory audit of subsidiary	7	-
	Other services relating to taxation
	- Compliance services	2	1
	Corporate finance transaction services
	- Company flotation	-	3
	- Other services	16	-
		33	11

2	EMPLOYEES
		Year  ended  30 March  2014	Period  ended   31 March  2013
		No.	No.
	The average monthly number of persons (including Directors) employed by the company during the year was:
	Administration and management	3	3
	Restaurants	14	-
		17	3

		Year  ended  30 March  2014	Period  ended   31 March  2013
		£'000	£'000
	Staff costs for above persons
	Salaries and fees	222	4
	Social security costs	16	-
	Share based payments	7	1
		245	5

DIRECTORS' REMUNERATION

The remuneration of Directors, who are the key management personnel of the company, is set out in aggregate below. Further details of Directors' emoluments can be found in the Report on Directors' Remuneration in the Annual Report.

		Year  ended  30 March  2014	Period  ended   31 March  2013
		£'000	£'000
	Salaries, fees and other short term employee benefits	60	3
	Share based payments	7	1
		67	4

No Directors exercised any share options in the year ended 30 March 2014 and no Directors received any pension benefits.

Included above are fees of £15,000 (2013: £1,250) paid to London Bridge Capital Limited for providing the services of NJ Donaldson as a Director.

3	INCOME TAX EXPENSE
		Year  ended  30 March  2014	Period  ended   31 March  2013
		£'000	£'000
	Deferred taxation:
	Current year	15	-
	Total tax expense in the income statement	15	-
	Factors affecting tax charge for year:	Year  ended  30 March  2014	Period  ended   31 March  2013
		£'000	£'000
	Loss before taxation	(149)	(126)
	Taxation at UK corporation tax rate of 20%	(30)	(25)
	Tax effect of loss carried forward	41	25
	Expenses not deductible for taxation purposes	2	-
	Share based payments not recognised in deferred taxation	2	-
	Total income tax expense in the income statement	15	-

Factors that may affect tax charges are disclosed in note 12.

4          LOSS PER SHARE

		Year  ended  30 March  2014	Period  ended   31 March  2013
		£'000	£'000
	Loss for the purposes of basic and diluted earnings per share:	(164)	(126)
	Share based payments	7	1
	Pre-opening costs	27	-
	Headline loss for the year of the purposes of headline basic and diluted earnings per share:	(130)	(125)
		Year  ended  30 March  2014	Period  ended   31 March  2013
		No.	No.
	Weighted average number of ordinary shares in issue for the purposes of basic earnings per share	70,341,107	37,860,185

As the Company reports a loss for the period, under IAS33, the share options in issue during the year are not considered dilutive. Further details of the share options that could potentially dilute basic earnings per share in the future are provided in note 14.

		Year  ended  30 March  2014	Period  ended   31 March  2013
	Loss per share:
	Basic	(0.2p)	(0.3p)
	Headline Basic	(0.2p)	(0.3p)

5	PROPERTY, PLANT AND EQUIPMENT

Group	Leasehold  improvements  £'000	Plant and  equipment  £'000	Furniture,  fixtures  and  fittings  £'000	Assets  under  construction  £'000	Total  £'000
Cost
Additions	3	26	4	-	33
31 March 2013	3	26	4	-	33
Additions	184	71	27	2	284
Reclassification	-	(2)	2	-	-
30 March 2014	187	95	33	2	317
Accumulated depreciation
Charge in the period	-	1	-	-	1
31 March 2013	-	1	-	-	1
Charge in the year	17	13	2	-	32
30 March 2014	17	14	2	-	33
Net book value
30 March 2014	170	81	31	2	284
31 March 2013	3	25	4	-	32

5	PROPERTY, PLANT AND EQUIPMENT (continued)

Parent Company		Leasehold  improvements  £'000	Plant and  equipment  £'000	Furniture,  fixtures  and  fittings  £'000	Total  £'000
Cost
Additions		3	26	4	33
31 March 2013		3	26	4	33
Additions		-	3	2	5
Reclassification		-	(2)	2	-
30 March 2014		3	27	8	38
Accumulated depreciation
Charge in the period		-	1	-	1
31 March 2013		-	1	-	1
Charge in the year		1	7	1	9
30 March 2014		1	8	1	10
Net book value
30 March 2014		2	19	7	28
31 March 2013		3	25	4	32

All depreciation charges have been recognised in administrative expenses in the income statement.

All non-current assets are located in the United Kingdom.

6	INVESTMENTS IN SUBSIDIARIES
			2014  £'000	2013  £'000
	Parent Company
	Cost and net book value
	1 April 2013		-	-
	Investment in subsidiary		-	-
	As at 30 March 2014		-	-

6

INVESTMENTS IN SUBSIDIARIES (continued)

As at 30 March 2014, the Company had the following principal trading subsidiary undertakings:

	Name of subsidiary	Class of  Holding	Proportion  of shares   held,  ownership  interest and  voting power	Nature of business
	Incorporated in England and Wales
	FM98 LTD Limited	Ordinary	100%	Operation of restaurants

7	INVENTORIES
		Group		Parent company
		2014  £'000	2013  £'000	2014  £'000	2013  £'000
	Raw materials and consumables	22	-	-	-

8	TRADE AND OTHER RECEIVABLES
		Group		Parent company
		2014  £'000	2013  £'000	2014  £'000	2013  £'000
	Included within non-current assets:
	Other receivables	41	-	-	-
		41	-	-	-
	Included within current assets:
	Trade receivables	17	-	-	-
	Amounts receivable from subsidiaries	-	-	770	-
	Other receivables	23	1	-	1
	Other taxation and social security costs	-	28	13	28
	Prepayments and accrued income	55	8	6	8
		95	37	789	37

At 30 March 2014 and 31 March 2013, none of the Group's trade receivables were past due. The £17,000 (2013: £Nil) was receivable within one month.

Receivables are denominated in sterling. The Board believes that the balances are recoverable in full and therefore no impairments are required.

The Group and Company hold no collateral against these receivables at the balance sheet date. The Directors consider that the carrying amount of receivables approximates to their fair value.

9	CASH AND CASH EQUIVALENTS
		Group		Parent company
		2014  £'000	2013  £'000	2014  £'000	2013  £'000
	Cash at bank and in hand	1,675	785	1,051	785
	Cash and cash equivalents as presented in the balance sheet	1,675	785	1,051	785

Bank balances comprise cash held by the company on a short term basis with maturity of three months or less. The carrying amount of these assets approximates their fair value.

10		TRADE AND OTHER PAYABLES
			Group		Parent company
			2014  £'000	2013  £'000	2014  £'000	2013  £'000
		Included in current liabilities:
		Trade payables	127	50	6	50
		Other taxation and social security payable	37	-	3	-
		Accruals and deferred income	71	12	34	12
			235	62	43	62

Payables were all denominated in sterling and comprise amounts outstanding for trade purchases and ongoing costs.

The Directors consider that the carrying amount of trade payables approximate to their fair value.

11	FINANCIAL INSTRUMENTS

The Group's policies as regards financial instruments are set out in the accounting policies. The Group does not trade in financial instruments.

Capital Risk Management

The Group manages its capital to ensure that it will be able to continue as a going concern whilst maximising the return to stakeholders through the optimisation of the capital structure.

The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the Company.

The Group is not subject to any externally imposed capital requirements.

11	FINANCIAL INSTRUMENTS (continued)

Liquidity Risks

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Group's short, medium and long term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Group has no undrawn facilities at its disposal.

Trade and other receivables and trade and other payables are all non-interest bearing.

Weighted average interest rates paid during the year for sterling cash deposits were 0% (2013: 0%).

Foreign Exchange Risks

The Group had no currency exposures at 30 March 2014.

Credit Risks

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group adopts a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Group's exposure and the credit ratings of its counterparties are continuously monitored.

Fair Values of Financial Assets and Financial Liabilities

The fair value amounts of the Group's financial assets and liabilities as at 30 March 2014 did not materially vary from the carrying value amounts.

12			DEFERRED TAXATION
				Group		Parent company
				2014  £'000	2013  £'000		2014  £'000	2013  £'000
		Accelerated tax depreciation		17	6		-	6
		Tax losses		(2)	(6)		-	(6)
				15	-		-	-

The Company has losses of £266,000 (2013: £150,000) which, subject to agreement with HM Revenue & Customs, are available to offset against future profits. A deferred taxation asset in respect of these losses of £53,000 (2013: £24,000) has not been recognised in the financial statements. Although the Directors were confident that the company would achieve future profitability in line with current expectations, the timing of such profits was uncertain and therefore the Directors did not recognise the entire deferred tax asset.

13	SHARE CAPITAL
		2014  £'000	2013  £'000
	Allotted, issued called up and fully paid:
	83,508,600 (2013: 55,798,600) ordinary shares of 1p each	835	558

The Company has one class of ordinary share which carries no rights to fixed income.

On 30 April 2013, the Company issued 14,500,000 Ordinary Shares of £0.01 each at £0.04 per Ordinary Share, credited as fully paid.

On 25 February 2014, a further 13,210,000 Ordinary Shares of £0.01 were issued by the Company and were allotted for cash at £0.05 per Ordinary Share, credited as fully paid.

14	SHARE BASED PAYMENTS

The Group currently uses a number of equity settled share plans to grant options to its Directors and employees.

The Group operates two share option plans:

·      Enterprise Management Incentive ("EMI") Share Option Plan;

·      Unapproved Share Option Plan

The Group's Share Option Plans provide for a grant price equal to the average quoted market price of the Company shares on the date of grant. The vesting period on all Share Option Plans is 3 years with an expiration date 7 years from the date of grant. Furthermore, share options are forfeited if the employee leaves the Group before the options vest unless forfeiture is waived at the discretion of the Remuneration Committee, if established, or the Board.

Outstanding share options to acquire ordinary shares of 1 pence each as at 30 March 2014 are as follows:

		2014  '000	2013  '000
	At the beginning of the year	3,348	-
	Granted during the year	3,333	3,348
	At the end of the year	6,681	3,348

	Weighted average exercise price	2014  £	2013  £
	At the beginning of the year	0.02	-
	Granted during the year	0.05	0.02
	At the end of the year	0.03	0.02

14	SHARE BASED PAYMENTS (continued)

Outstanding and exercisable share options to acquire ordinary shares of 1 pence each as at 30 March 2014 are as follows:

For the year ended 30 March 2014
		Options outstanding			Options exercisable
	Range of exercise prices	Number  of  shares  '000	Weighted  average  exercise  price  £	Weighted  average  remaining  contractual  life  months	Number  of  shares  '000	Weighted  average  exercise  price  £	Weighted  average  remaining  contractual  life  months
	EMI
	£0.02	2,232	0.02	71	-	-	-
	£0.05	2,779	0.05	83	-	-	-
		5,011	0.04	79	-	-	-
	Unapproved
	£0.02	1,116	0.02	71	-	-	-
	£0.05	554	0.05	83	-	-	-
		1,670	0.03	75	-	-	-

For the year ended 31 March 2013
		Options outstanding			Options exercisable
	Range of exercise prices	Number  of  shares  '000	Weighted  average  exercise  price  £	Weighted  average  remaining  contractual  life  months	Number  of  shares  '000	Weighted  average  exercise  price  £	Weighted  average  remaining  contractual  life  months
	EMI
	£0.02	2,232	0.02	83	-	-	-
	Unapproved
	£0.02	1,116	0.02	83	-	-	-

During the year ended 30 March 2014, the market price of ordinary shares in the Company ranged from £0.07 (2013: £0.02) to £0.115 (2013: £0.08). The share price as at 30 March 2014 was £0.115 (2013: £0.08).

14	SHARE BASED PAYMENTS (continued)

The fair value of the options is estimated at the date of grant using a Black-Scholes valuation model.

Expected life of options used in the model is based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Expected volatility was determined by calculating the historical 90 days volatility of the Group's share price over the previous 180 days. The inputs to the Black Scholes model were as follows:

		Year  ended  30 March  2014	Period  ended   31 March  2013
	Weighted average expected life	5 years	5 years
	Weighted average exercise price	5 pence	2 pence
	Risk free rate	0.40%	0.34%
	Expected volatility	21.9%	32.5%

Warrants

Outstanding share warrants to acquire ordinary shares of 1 pence each as at 30 March 2014 are as follows:

		2014  '000	2013  '000
	At the beginning of the year	1,116	-
	Granted during the year	-	1,116
	At the end of the year	1,116	1,116

The warrants are exercisable at 2 pence per ordinary shares until February 2017.

15	NOTE TO CASH FLOWS STATEMENTS	Group		Parent company
		Year  ended  30 March  2014	Period  ended  31 March  2013	Year  ended  30 March  2014	Period  ended  31 March  2013
		£'000	£'000	£'000	£'000
	Reconciliation of net cash flows from operating activities
	Loss before taxation	(149)	(126)	(206)	(126)
	Adjustments
	Depreciation and amortisation	32	1	9	1
	Share based payments expense	7	1	7	1
	Operating cash flows before movements in working capital	(110)	(124)	(190)	(124)
	Increase in inventories	(22)	-	-	-
	Increase in trade and other receivables	(99)	(37)	(752)	(37)
	Increase in payables	173	62	(19)	62
	Net cash from operating activities	(58)	(99)	(961)	(99)

16	COMMITMENTS UNDER OPERATING LEASES

The Group had aggregate minimum lease payments under non-cancellable operating leases which fall due as follows:

		Group		Parent company
		2014  £'000	2013  £'000	2014  £'000	2013  £'000
	Land and buildings
	within one year	74
	in two to five years	455	-	-	-
		529	-	-	-

Included above are certain annual lease commitments relating to a subsidiary company that have been guaranteed by the parent company.

Operating lease payments for land and buildings represent rent payable by the Group for a restaurant property. Leases either negotiated as a new lease or acquired through lease assignment have an average term of 5 years and rentals are fixed for an average of 5 years.

The Group has entered into an agreement to lease a restaurant property for £125.000 per annum. The grant of the lease for a 15 year term is conditional upon the grant of planning consent and the grant of a premises license. If these conditions are not met, the agreement would terminate.

At the balance sheet date, the Group and Company had no outstanding capital commitments contracted for but not provided for in the financial statements.

17         RELATED PARTY DISCLOSURES

Remuneration of key management personnel

The remuneration of the Directors, who are the key management personnel of the Group is provided in the Report on Directors Remuneration Annual Report, and in note 2. Details of share options granted to Directors are also shown in the Report on Directors Remuneration.

Other related party transactions

During the year ended 30 March 2014, the Group and Company received office services on normal commercial terms from The Real Greek Food Company Limited, a company in which DM Page, NAG Mankarious and NJ Donaldson are directors. For these services, the Group and Company was invoiced £15,000 (2013: £9,000) plus VAT by The Real Greek Food Company Limited during the year and the balance outstanding at 30 March 2014 was £4,000 (2013: £5,000).

During the year ended 30 March 2014, the Group and Company received consultancy services on normal commercial terms from London Bridge Capital Limited, a company in which NJ Donaldson is a director. For the provision of NJ Donaldson's services during the year, the Company was invoiced £15,000 (2013: £1,250) plus VAT by London Bridge Capital Limited. For the provision of services as the joint Financial Advisor of the Group and Company, the Group and Company was invoiced £Nil (2013: £10,000) plus VAT by London Bridge Capital Limited during the year. The balance outstanding at 30 March 2014 was £4,000 (2013: £Nil).

During the year ended 30 March 2014, the sum of £NIL (2013: £19,086) was loaned to the Company by David Page, a Director of the Company and was repaid by the Group and Company during the year.

During the year ended 30 March 2014, the Group operated, on normal commercial terms, a franchise of Franco Manca granted by Franco Manca 2 UK Limited, a company in which DM Page and NAG Mankarious are directors. The Group was invoiced franchise fees of £27,000 (2013: £Nil) plus VAT and setup costs of £62,000 (2013: £Nil) plus VAT by Franco Manca 2 UK Limited during the year and the balance outstanding at 30 March 2014 was £9,000 (2013: £Nil). At 30 March 2014, Franco Manca 2 UK Limited owed the Group £10,000 (2013: £Nil).

During the period ended 30 March 2014, DM Page invoiced the Group a site finder's fee of £15,000 (2013: £Nil) on normal commercial terms and the balance outstanding at 30 March 2014 was £Nil (2013: £Nil).

Included in other receivables are amounts of £Nil (2013: £531) due from companies in which DM Page and NAG Mankarious are materially interested.

Transactions between the Company and its subsidiaries

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.

During the year, the Company has paid trading expenses for FM98 LTD Limited amounting to £770,000 (2013: £Nil). The amount outstanding at 30 March 2014 was £770,000 (2013: £Nil).

The above has been extracted from, and should be read in conjunction with, the Company's audited Annual Report and Accounts for the period ended 30 March 2014.

Guidance note 69.1 of ISDX Growth Market - Rules for Issuers

During the year ended 30 March 2014, the Company did not comply with Guidance Note 69.1 of the ISDX Growth Market - Rules for Issuers (as amended on 9 July 2013). This was due to the Directors DM Page, NAG Mankarious and NJ Donaldson holding levels and combinations of third party directorships outside of the Company, which did not meet the recommendation in the Guidance Note. The Directors believe that these three directors are currently each able to commit sufficient time to perform his duties as a Director of the Company and that the current composition of the Company's Board is appropriate given the Company's size and stage of development.

 

END

 

 

FR EAXPKEFELEFF