Final Results - Year Ended 31 December 1999

BGR PLC 7 March 2000 BGR plc Preliminary Results for the Period Ended 31 October 1999 BGR plc, the operator of the 'Bank' and 'Fish!' restaurant concepts and, the specialist food preparation provider of premium quality fish and meat, to the London hotel and restaurant market, today announces Preliminary results for year ended 31 October 1999, together with a separate announcement detailing the proposed demerger of its IT division, Crestport Limited (to be renamed QuadraNet). * Turnover up 24% to £19.05 million (1998: £15.4 million) * Profit before tax up 15% to £2.38 million (1998: £2.07 million) * Earnings per share up 16% to 10.7p (1998: 9.2p) * Proposed final dividend of 0.9p * Fish! has performed beyond our expectations on all criteria. The opening programme has been accelerated so that there will be eight open by the close of the calendar year 2000. * 'Bank' has performed in line with expectation and Bank Birmingham (opened in December 1999) and Zander (opened February 2000) have both shown an encouraging level of trade. * The food preparation division has been reorganised so that it can provide the necessary infrastructure for the roll out of Fish! * Crestport, purchased for an initial consideration of £250,000 in February 1999 and a consideration of £307,000, is to be demerged from BGR for a value in excess of £22 million. Tony Allan, Chairman & Chief Executive, commented: 'We have had a momentous year. Fish! has been an outstanding success and we have accelerated our nationwide roll out programme to include sites outside the M25. The current year will see the benefits of our changes at the food preparation division, revenues and profits from the newly opened Zander, 'Bank' Birmingham and five additional Fish!. BGR's future has never looked so exciting.' 7 March 2000 ENQUIRIES: BGR plc Tel: 020 7 234 3300 Tony Allan, Chairman & Chief Executive Jeremy Ormerod, Finance Director College Hill Tel: 020 7 457 2020 Matthew Smallwood /Justine Warren CHAIRMAN'S STATEMENT 1999 has been a watershed year in the development of the Group and I am pleased to report another year of profitable growth and expansion. The past 12 months has seen the evolution of a new brand - Fish! - which the Directors are confident will deliver sustained growth and form the basis of the Group's focus going forward. BGR is trading in line with expectations and these results indicate sound progress towards our longer term growth ambitions of establishing a chain of branded Fish! diners. Group Financial Performance Group turnover grew by 24.1% to £19.1 million (1998: £15.4 million) and the Group achieved an operating profit of £2.4 million (1998: £2.2 million for the year ended 31 October 1999). Profit before tax amounted to £2.4 million (1998: £2.1 million), a 15% increase on the corresponding period last year. Earnings per share were 10.7p (1998: 9.2p), an increase of 16.3% on last year. Dividends The Board is pleased to recommend a final dividend of 0.9p per ordinary share for the year to 31 October 1999 (1998: 2.3p which included the deferred payment of the special interim dividend) which will be paid on 17 April 2000 to all shareholders on the register at 17 March 2000. The level of this year's final dividend reflects the Company's ongoing dividend policy of retaining cash in order to finance our aggressive roll-out policy. The Restaurant Division I am pleased to report that the Restaurant division has built on last year's success and continues to achieve an excellent result with turnover up 36% to £7.6 million (1998: £5.6 million) and profit before tax up 27% to £1.6 million (1998: £1.3 million). The Group's overall strategy continues to be to focus mainly on the expansion of Fish! and exploit the additional retail and branding opportunities which this diverse concept offers. While it is not currently our intention to open any further 'Bank'-style operations and we are not actively seeking sites, we will continue to evaluate any attractive opportunities which present themselves. The initial 'Fish!' diner opened in Borough Market (London, SE1) on 20 February last year. Fish! has outperformed our expectations on every criteria, both conceptually and operationally, which has encouraged us to progress the roll-out of this concept to additional sites. Since opening, Fish! in Borough Market has consistently traded significantly above budget and as is consistent with the Group's new openings strategy, this restaurant was profitable within three months of commencing trading, achieving an outstanding return on capital in excess of 100%. The concept, which offers a simple menu of classic fish dishes and a 'choose-your-own' section, primarily targeting the £15-25 mid spend market, continues to attract an exceptionally broad customer base. The concept received the industry accolade of Best Newcomer of the Year at the Retailers' Retailer Awards last month in its first year of operation. A second Fish! diner opened on time and to budget in Battersea (Queenstown Road) in December, at a fit-out cost of £650,000. Early indications of trading in this location are encouraging, particularly in view of the longer Christmas/Millennium period this year which was disruptive to footfall for many restaurants. To date, trading at Battersea is already achieving our performance model of 40% return on capital, after a six week period. The management has committed to having six Fish! diners fully operational by the end of 2000 and additional sites have been secured in Smithfield, Canary Riverside, County Hall and Birmingham. The continued success of Fish! has encouraged the Directors to accelerate the roll-out of this concept and it is now anticipated that the Group will have six Fish! diners trading by the end of the current financial year and eight operational by the end of the calendar year. A number of additional sites are currently under evaluation. Otherwise across the Restaurant division, 'Bank' in Aldwych continues to perform well and like for like sales at this restaurant were in line over the period under review. Bank is now established as one of London's leading landmark restaurants and was awarded Best Modern European Restaurant at Restaurateur Restaurant Awards in November 1999. Bank Birmingham opened in December 1999 to immediate demand and is trading in line with the Group's expectations. Situated in the exclusive Brindley Place development, Bank in Birmingham is a 10,000 sq. ft restaurant which has 250 covers, inclusive of a 100 cover private dining room facility and a 40 seat bar capacity. It is anticipated that the Birmingham operation will be profitable within three months of commencing trading. A further 'Bank'-style operation, Zander, opened within the St James Court Hotel, Westminster (London) in February 2000. Lawn in Blackheath has not performed in line with expectation during this financial year but has broken-even. However, an extension to the license on the property, along with improved trading for the first four months of the current year, is encouraging and will allow for an improved performance for this restaurant in 2000. Since the financial year end, the management has succeeded in increasing threefold the number of 'Bank'-style restaurants, and doubling the number of Fish! operations, with Bank in Birmingham, Zander in Westminster and Fish! in Battersea becoming fully operational over a 12 week period. All three restaurants either opened early or on time, with development costs within budget, in spite of the building and other variable factors to which operators are subjected in the opening of new restaurants. The Directors are confident of a substantial revenue contribution from the Restaurant division in the coming year. The Food Preparation Division The Food Preparation Division has had a year of consolidation and has produced a satisfactory performance. This division of the Group continues to provide a stable platform from which to expand the Group's restaurant operations. The management took an active decision to deliberately reduce its external customer base over the past 12 months in order that the food preparation division could adequately support the future roll-out of Fish!. The food group has been reorganised over the year and is a fundamental resource for a more aggressive expansion phase of the Group's restaurant operations. The Directors are confident that the Group now has the infrastructure in place to be able to meet its expansion ambitions. The newly started wholesale operation at Billingsgate did not prove to be profitable to the division and an early decision was taken to sell this operation after 12 months trading. This was achieved in October 1999, thereby preventing any further erosion to the division's profits. Turnover increased by 15.9% to £11.9 million (1998: £10.2 million), although profit before tax reduced marginally to £0.93 million (1998: £1.0 million). IT Division BGR acquired Crestport Limited, trading as Bank Solutions, in February 1999 for an initial consideration of £250,000, and a deferred consideration of £307,000. Bank Solutions forms the IT Division within the Group and is a market leader in restaurant reservations and EPOS systems servicing both the Group's restaurants and external customers. Over the past 12 months, the management has concentrated on developing a focused strategy for Bank Solutions and the Group today announces the proposed demerger of Bank Solutions, to be renamed QuadraNet, which the Directors believe has a unique market opportunity (see separate announcement) and will realise considerable value for BGR shareholders. Crestport contributed £165,000 to overall profitability. Board Changes The Directors are of the opinion that the Group has reached the stage in its development when it is appropriate to split the roles of Chairman and Chief Executive. I will remain as Executive Chairman and Jeremy Ormerod will take on the position of Chief Executive, although he will continue to oversee the Finance operations until a new Finance Director is appointed in due course. Ronnie Truss has decided to step down as Managing Director to pursue other interests in the health and fitness arena. I would like to take this opportunity to thank Ronnie for the personal contribution he has made over the past 15 years in building BGR into the successful restaurant Group it is today. The changes in directors' positions will take effect from the date of the Annual General Meeting. Current Trading Trading in the current financial year got off to an encouraging start in the run up to and during the Christmas period with restaurant covers and spend comparable on a like-for-like basis. The Food Preparation Division benefited from a satisfactory season as our restaurant and hotel dining customers experienced good trading over the Christmas and Millennium period. Custom continues to be positive in the first few weeks of the current year. Restaurant revenues in the current year to date are 63% ahead. The benefit from reorganisation is proving a very stable profit platform for 2000. The new trading outlets which have opened since the year end have shown an encouraging start and are expected to contribute to Group profitability in the near future. Future Prospects BGR has had a momentous year. The success of Fish! has demonstrated that it has significant potential to be replicated nationwide and the Group now has the infrastructure in place to accelerate the roll-out of this concept. Over the past 12 months, BGR has proved it has the ability to operate effectively in a competitive environment opening new restaurants on time and to budget. This concept will form the focus of the Group's continued growth prospects in future and I look forward to reporting our continued success to you in the year ahead. Tony Allan Chairman & Chief Executive 7 March 2000 Consolidated profit and loss account for the year ended 31 October 1999 Continuing operations Acquisitions Total Total 1999 1999 1999 1998 Note £'000 £'000 £'000 £'000 Turnover 2 18,712 341 19,053 15,351 Cost of sales (9,598) (30) (9,628) (7,918) Gross profit 9,114 311 9,425 7,433 Administrative (6,872) (142) (7,014) (5,282) expenses Profit on ordinary activities before 2,242 169 2,411 2,151 interest Interest receivable 51 93 Interest payable (85) (170) Profit on ordinary activities before 2 2,377 2,074 taxation Taxation (625) (634) Profit on ordinary activities after 1,752 1,440 taxation Dividends 4 (164) (360) Retained profit for the year 1,588 1,080 Basic earnings per 5 10.69p 9.21p share Diluted earnings per 5 10.22p 8.81p share There were no recognised gains or losses other than those included in the profit and loss account. All the amounts relate to continuing activities Consolidated balance sheet as at 31 October 1999 1999 1998 Notes £'000 £'000 Fixed assets Intangible 1,325 350 Tangible 7,520 4,751 8,845 5,101 Current assets Stocks 1,283 844 Debtors 4,222 3,128 Investments 3,000 - Cash at bank 1,605 1,452 10,110 5,424 Creditors: amounts falling due within one 5,306 4,062 year Net current assets 4,804 1,362 Total assets less current liabilities 13,649 6,463 Creditors: amounts falling due after more than one year 1,534 1,715 Net assets 12,115 4,748 Capital and reserves Called up share capital 1,819 1,563 Share premium account 7,726 2,203 Merger reserve (1,375) (1,375) Profit and loss account 3,945 2,357 Equity shareholders' funds 12,115 4,748 The financial statements were approved by the Board on 29 February 2000. J. Ormerod Director Consolidated cash flow statement for the year ended 31 October 1999 1999 1998 Notes £'000 £'000 Net cash flow from operating activities 1,890 1,579 Returns on investments and servicing of finance Interest received 51 93 Interest paid (85) (180) Net cash outflow from returns on investments and servicing of finance (34) (87) Taxation Corporation tax paid (152) (429) Capital expenditure Purchase of intangible fixed assets (313) - Purchase of tangible fixed assets (3,092) (119) Sale of tangible fixed assets 8 14 Net cash outflow from investing activities (3,397) (105) Equity dividends paid (360) - Acquisitions and disposals Purchase of subsidiaries - (1,440) Net cash overdraft acquired with subsidiary (282) - Cash outflow before use of liquid resources and financing (2,335) (482) Management of liquid resources Short term deposits (3,000) - Cash inflow/(outflow before financing (3,000) - Financing Increase/(decrease) in loans 198 (253) Increase/(decrease) in finance leases (50) (146) Issue of share capital 5,695 3,000 Expenses set against share premium account (166) (609) Net cash inflow from financing 5,677 1,992 Increase in cash 342 1,510 Notes 1. Statutory Accounts The financial information for the year ended 31 October 1999 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 1999 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. 2. Segmental Information 1999 1998 £'000 £'000 Turnover Food Preparation Division 11,845 10,190 Restaurant Division 7,582 5,657 Computer Division 341 - Holding Company 211 210 Less: Intra Group trade (926) (706) 19,053 15,351 Operating profit/(loss) Food Preparation Division 959 1,056 Restaurant Division 1,710 1,426 Computer Division 169 - Holding Company (427) (331) 2,411 2,151 Pre-tax profits/(loss) Food Preparation Division 931 1,046 Restaurant Division 1,639 1,289 Computer Division 165 - Holding Company (358) (261) 2,377 2,074 Net assets Food Preparation Division 2,174 1,650 Restaurant Division 2,057 654 Computer Division 100 - Holding Company 7,784 2,444 12,115 4,748 3. Acquisitions Acquisition of Crestport Limited On 19 February 1999 the Group acquired Crestport Limited for £250,000 paid by the issue of 182,480 Ordinary 10p shares in BGR plc. The Directors best estimate of the deferred consideration payable is £306,666. In calculating the goodwill arising on acquisition, the fair value of net liabilities of £65,357 have been assessed and no adjustments from the book value have been deemed to be necessary. Book and fair value to the Group £'000 Fixed assets Intangible 345 Tangible 49 394 Current assets Stock 23 Debtors 58 Cash - Total assets 475 Creditors (540) Net liabilities (65) Consideration 250 Deferred contingent consideration 307 Net liabilities acquired 65 Goodwill arising 622 Consideration for the acquisition of Crestport was based on future performance. On the basis that there is an intention to demerge, the Directors consider that £307,000 is the best estimate of the cost of the deferred consideration. 4. Dividend The Directors propose a final dividend of 0.9p per ordinary share payable on 17 April 2000 to those shareholders on the register on 17 March 1999. 1999 1998 £'000 £'000 Ordinary dividends Final proposed (0.9p per share (1998: 2.3p 164 360 per share)) 5. Earnings per share The earnings per share is based on the following: 1999 1998 Earnings (£'000) 1,752 1,440 Weighted average number of shares 16,386 15,635 Diluted number of shares 17,137 16,354 Earnings per share 10.69p 9.21p Diluted earnings per share 10.22p 8.81p 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 16,385,999 (1998: 15,635,000). The diluted earnings per share is based on 17,137,448 ordinary shares which allows for the exercise of all outstanding options at the beginning of the period. The diluted earnings per share of 10.22p per share has been calculated in accordance with FRS 14, issued on 1 October 1998, and accordingly, the comparative diluted earnings per share, disclosed in respect of the year ended 31 October 1998, have been re-calculated on the same basis. 6. Report and Accounts Copies of the annual report and accounts will be posted to all shareholders shortly and will be available to the public from the Company's registered office at 56 Ayres Street, London SE1 1EU.

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