Final Results
Fiske PLC
12 August 2002
Fiske plc - Preliminary Results for the year ended 31 May 2002
___________________________________________________________
Chairman's Statement
Net profits before tax for the year ended 31 May 2002 were £457,000 (2001 -
£1,837,000). These results included the benefit of profits of £1,097,000 (2001 -
£1,246,000) arising on the sale of a further part of our shareholding in the
London Stock Exchange. The results from trading, excluding these exceptional
profits, were therefore a loss of £640,000 (2001 - profit £601,000). The loss
was caused by the greatly reduced level of private client activity on the stock
market which is our principal business. During the year we took steps further to
reduce our overhead structure, with the associated costs involved being written
off as ordinary expenditure. We continue to keep a close eye on overheads.
On the 5 June 2002 we made our first major acquisition, announcing the purchase
of Ionian Group Ltd for 1,462,000 ordinary shares of Fiske plc and £430,000 in
cash, equivalent to a total consideration of £1.58 million. Ionian is an
investment management company acting on behalf of corporate, institutional and
private investment clients with some £52 million under management. Net tangible
assets acquired were principally cash of £430,000. Audited profits after tax for
the year ended 30 April 2001 were £206,000. We believe this transaction will
strengthen our business and improve the quality of our earnings. Ionian has
recently moved its offices and now shares those occupied by Fiske, thus
maximising the use of our existing facilities and personnel. The principal
shareholder and director of Ionian, Stephen Cockburn, was a non-executive
director of Fiske. He has now become an executive director and deputy chairman
of Fiske and his colleague, Philip Lovegrove, has also joined the board in an
executive role.
As a consequence of the issue of 1,462,000 ordinary 25p shares as part of the
vendor consideration for the acquisition of Ionian, Fiske is left with very
little scope to issue further shares should the need arise. Accordingly, the
directors have decided to seek authority from shareholders at the forthcoming
Annual General Meeting ('AGM') to increase the authorised share capital of the
company from £2,200,000 to £3,000,000 by the creation of 3,200,000 additional
ordinary shares of 25p each.
As stated in my interim report, Malcolm Bryant resigned from the board in
October 2001.
As stated at the time of the acquisition of Ionian Group Ltd it remains the
intention of the board to appoint a further non-executive director.
It is with great regret that I record the death of Bill Short on the 4 July
2002. Bill joined Fiske within three months of its founding in 1973 and became
finance partner and then finance director on the incorporation of the
partnership in 1988. He retired from his executive role in 1997 and from the
board in 1999. He made a significant contribution to the growth of the firm and
in particular to the policy of financial prudence which has been one of its
hallmarks. He will be greatly missed by his former colleagues, several of whom
had worked with him for many years.
Since the 31 May 2002 we have sold a further 75,000 shares of the London Stock
Exchange realising a profit of £319,000. We retain a holding of 100,000 shares,
which are held in our balance sheet at nil cost. Our net tangible assets, which
are predominantly cash, amount to approximately 50p per share, after adjusting
for the effect of the Ionian acquisition.
The trading outlook for the current financial year is far from clear. We have,
however, been able to maintain our strong balance sheet, kept our costs under
control and have taken the opportunity to expand in a related field of
operations. This should bring both improved business and integration benefits.
In view of this and as a measure of our confidence in the future, we have
decided to recommend a final dividend per share of 3.75p, making a total
dividend for the year of 5.75p. Although this is not fully covered by net profit
after tax, in light of the above and the substantial profits made on the sales
of part of our shareholding in the London Stock Exchange, the board believes
this to be appropriate. The total dividend per share for the year will thus be
the same as that for the previous year.
Your board recognises that the continuing success of the company is dependent,
to a significant degree, upon the commitment and motivation of key employees.
Consequently the board considers that existing EMI options, granted with
performance conditions which are now accepted as unachievable under current
market conditions, cease to be a motivating factor for key employees in the
future performance of the company. In July 2002 the company therefore invited
existing EMI option holders to surrender and thereby cancel all of their
unvested EMI options, which they have all duly done.
Accordingly, your board proposes to seek authority at the forthcoming AGM to
grant new EMI options to key employees, with the exercise of such options being
made subject to the satisfaction of performance conditions which, in the view of
the directors, require a significant and sustained improvement in the underlying
financial performance of the company. This will improve the board's ability to
reward and retain key employees, and do so in a way which allies their interests
as closely as possible with the shareholders of the company.
I wish to pay tribute to all who work at Fiske, our staff and our associates,
for the dedicated and professional way in which they carry out their tasks.
G Maitland Smith
Chairman
9 August 2002
Profit and Loss Account
Year ended 31 May 2002
2002 2001
£'000 £'000
TURNOVER
Gross commission receivable 2,326 4,614
Commission payable (904) (1,949)
Other income 301 460
1,723 3,125
Staff costs (987) (1,215)
Depreciation (111) (102)
Other operating charges (1,469) (1,477)
(2,567) (2,794)
OPERATING (LOSS)/PROFIT (844) 331
Exceptional gain on disposal of fixed asset investment 1,097 1,236
Other income from fixed asset investments 19 16
Interest receivable and similar income 186 257
Interest payable and similar charges (1) (3)
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 457 1,837
Tax on profit on ordinary activities (162) (560)
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 295 1,277
Dividends paid and proposed (429) (373)
Retained (loss)/profit for the financial year (134) 904
Retained profit brought forward 1,806 902
Retained profit carried forward 1,672 1,806
Basic earnings per share 4.5p 19.7p
Diluted earnings per share 4.4p 18.3p
Headline (losses)/earnings per share (7.3)p 6.4p
Headline diluted (losses)/earnings per share (7.3)p 5.9p
All activities relate to continuing operations; there are no recognised gains or
losses other than the profit for the current and prior years.
Note
Earnings per share
Basic earnings per share has been calculated by dividing the profit on ordinary
activities after taxation by the weighted number of shares in issue during the
year. Diluted earnings per share is basic earnings per share adjusted for the
effect of conversion into fully paid shares of the weighted average number of
share options during the year.
Headline losses and earnings per share have been calculated in accordance with
the definition in the Institute of Investment Management Research ('IIMR')
Statement of Investment Practice No. 1, 'The Definition of IIMR Headline
Earnings', in order to take out the exceptional gain arising on disposal of
London Stock Exchange shares, as follows:
31 May 2002
Diluted Diluted
Basic eps Headline eps Basic eps Headline eps
£'000 £'000 £'000 £'000
Profit on ordinary activities after taxation 295 295 295 295
Less: Exceptional gain on disposal of fixed asset
investment after tax - (768) - (768)
Plus: Adjustment to reflect impact of dilutive
share options - - 5 -
Earnings/(losses) 295 (473) 300 (473)
Number of shares (000s) 6,499 6,499 6,788 6,499
Earnings/(losses) per share (pence) 4.5 (7.3) 4.4 (7.3)
31 May 2001
Diluted Diluted
Basic eps Headline eps Basic eps Headline eps
£'000 £'000 £'000 £'000
Profit on ordinary activities after taxation 1,277 1,277 1,277 1,277
Less: Exceptional gain on disposal of fixed asset
investment after tax - (865) - (865)
Earnings 1,277 412 1,277 412
Number of shares (000s) 6,485 6,485 6,969 6,969
Earnings per share (pence) 19.7 6.4 18.3 5.9
31 May 2002 31 May 2001
Number of shares (000s):
Weighted average number of shares 6,499 6,485
Dilutive effect of share option schemes 289 484
6,788 6,969
Balance Sheet
31 May 2002
2002 2001
£'000 £'000
FIXED ASSETS
Tangible assets 159 254
Investments 387 99
546 353
CURRENT ASSETS
Market and client debtors 6,424 9,818
Other debtors 132 210
Cash at bank and in hand 3,716 4,347
10,272 14,375
CREDITORS: amounts falling due within one year
Market and client creditors (6,507) (9,875)
Other creditors (664) (1,072)
(7,171) (10,947)
NET CURRENT ASSETS 3,101 3,428
TOTAL ASSETS LESS CURRENT LIABILITIES 3,647 3,781
PROVISION FOR LIABILITIES AND CHARGES - -
3,647 3,781
CAPITAL AND RESERVES
Called up share capital 1,630 1,630
Share premium account 345 345
Profit and loss account 1,672 1,806
EQUITY SHAREHOLDERS' FUNDS 3,647 3,781
These financial statements were approved by the Board of Directors on 9 August
2002.
Cash Flow Statement
For the year ended 31 May 2002
2002 2001
Notes £'000 £'000
Net cash (outflow)/inflow from operating activities 1 (764) 1,041
Returns on investment and servicing of finance 2 204 270
Disposal of fixed asset investment 1,097 1,236
Taxation - UK corporation tax paid (488) (740)
Capital expenditure 2 (306) (135)
Equity dividends paid (374) (373)
Financing 2 - 8
(Decrease)/increase in cash 3,4 (631) 1,307
Notes to the Cash Flow Statement
For the year ended 31 May 2002
1. RECONCILIATION OF OPERATING (LOSS)/PROFIT TO
NET CASH (OUTFLOW)/INFLOW FROM OPERATING
ACTIVITIES
2002 2001
£'000 £'000
Operating (loss)/profit (844) 331
Depreciation charges 111 102
Decrease in debtors 3,471 27,565
Decrease in creditors (3,502) (26,957)
Net cash (outflow)/inflow from operating activities (764) 1,041
2. GROSS CASH FLOWS
2002 2001
£'000 £'000
Returns on investments and servicing of finance
Interest received 186 257
Interest paid (1) (3)
Dividends received 19 16
204 270
Capital expenditure
Payments to acquire tangible fixed assets (16) (111)
Payment to acquire fixed asset investments (290) (24)
(306) (135)
Financing
Issue of ordinary share capital - 3
Premium on issue of ordinary share capital less expenses - 5
- 8
3. ANALYSIS OF CHANGES IN NET CASH
At 1 June Cash At 31 May
2001 flows 2002
£'000 £'000 £'000
Cash at bank and in hand 4,347 (631) 3,716
4. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
2002 2001
Note £'000 £'000
(Decrease)/increase in cash in the year 3 (631) 1,307
Change in net cash (631) 1,307
Net funds at 1 June 2001 4,347 3,040
Net funds at 31 May 2002 3,716 4,347
Final Dividend
The final dividend of 3.75p will be paid, subject to shareholder approval, on 20
September 2002 to shareholders on the share register on 23 August 2002. The
shares will go ex-dividend on 21 August 2002.
Note to the financial statements for the year ended 31 May 2002
The above results for the year ended 31 May 2002 are an abridged version of the
company's audited statutory financial statements which have not yet been filed
with the Registrar of Companies. The balance sheet and profit and loss account
do not constitute statutory financial statements within the meaning of Section
240 of the Companies Act 1985 (as amended). These statements have been prepared
on a consistent basis with the accounting policies as stated in the previous and
current years' financial statements.
The results for the years ended 31 May 2002 and 2001 have been extracted from
the financial statements of the company on which unqualified reports from the
auditors have been issued and which in respect of 31 May 2001 accounts have been
filed with the Registrar of Companies.
Copies of this announcement are available from the company's registered office
at Salisbury House, London Wall, London, EC2M 5QS. The Annual Report and
Accounts will be sent to shareholders on 15 August 2002.
Enquiries:
Clive Harrison (Chief Executive Officer) - 020 7448 4700
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