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.