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.