Final Results
Fiske PLC
11 August 2003
Fiske plc - Preliminary Results for the year ended 31 May 2003
Chairman's Statement
After some three years of a severe bear market, there are signs at last of some
improvement. Nevertheless, for most of the last financial year we operated in
very challenging conditions which are reflected in our results. In the light of
the considerable reduction in Stock Exchange business, we continued our drive to
contain costs and, in addition, much effort has been successfully devoted to the
integration of Ionian Investment Management.
After writing off £545,000 of goodwill our operating loss for the year ended 31
May 2003 was £1,423,000. Taking into account the profit arising on the sale of a
further part of our shareholding in the London Stock Exchange and interest and
dividends receivable, the loss (before tax) amounts to £793,000. A tax credit of
£129,000 has resulted in a loss on ordinary activities being reduced to
£664,000.
During the year under review we sold 125,000 shares in the London Stock Exchange
for a consideration and profit of £467,000. We continue to hold 50,000 shares
which, at 6 August 2003 stood at 316.5p per share. We also made provisions for
the amortisation of goodwill of £545,000, of which £395,000 was exceptional
being a one-off write-down following the acquisition of the Ionian Group
Limited. We have adopted a prudent policy in this regard which was referred to
more fully in our Interim Statement at the half-year.
The current year has made a promising start and, whilst these are early days to
be optimistic, there are signs of a welcome return to increased levels of
business. With our balance sheet having no debt and our healthy liquidity we are
well positioned to move forward. Against this background, your Board is
recommending a final dividend of 1.75p per share out of Revenue Reserves, making
2.75p for the year as a whole, compared with 5.75p for the previous year.
Shareholders will be given the option to take the dividend in cash or to opt for
the share alternative. Shareholders' approval for this will be proposed at the
forthcoming Annual General Meeting to be held on 24 September 2003. Further
information regarding the share alternative being offered to shareholders in
place of the cash dividend is set out in the circular that accompanies this
report.
In November 2002 we were very pleased to appoint Michael Allen as an independent
non-executive director. He is a former group vice president of the Procter and
Gamble company, a director of Alliance and Leicester plc and also of Safeway
plc. He is a member of the Remuneration and Nomination Committee and chairman of
the Audit Committee. Shareholders are, I am sure, aware that stockbroking is a
people business. We have a board with seven members, some nineteen associates
and a staff of nineteen. In difficult conditions they have made great efforts
and in some cases delivered considerable achievements. We are indebted to them
all.
G Maitland Smith
Chairman
8 August 2003
Consolidated Profit and Loss Account
Year ended 31 May 2003
2003 2002
£'000 £'000
TURNOVER
Gross commission receivable 2,255 2,326
Commission payable (649) (904)
Other income 228 301
1,834 1,723
Continuing operations 1,516 1,723
Acquisitions 318 -
OPERATING COSTS
Staff costs (1,295) (987)
Depreciation (102) (111)
Amortisation of intangible fixed assets (161) -
Other operating charges (1,304) (1,469)
Goodwill write-off (exceptional) (395) -
(3,257) (2,567)
OPERATING LOSS (1,423) (844)
Continuing operations (994) (844)
Acquisitions (including goodwill write-off) (429) -
Gain on disposal of fixed asset investment 467 1,097
Other income from fixed asset investments 60 19
Interest receivable and similar income 106 186
Interest payable (3) (1)
630 1,301
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION (793) 457
Taxation credit/(charge) on (loss)/profit on ordinary activities 129 (162)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION (664) 295
Dividends paid and proposed (220) (429)
Retained loss for the financial year (884) (134)
Retained profit brought forward 1,672 1,806
Retained profit carried forward 788 1,672
Basic (losses)/earnings per share (8.3)p 4.5p
Diluted (losses)/earnings per share (8.3)p 4.4p
Headline losses per share (6.7)p (7.3)p
Headline diluted losses per share (6.7)p (7.3)p
All activities relate to continuing operations; there are no recognised gains or
losses other than the (loss)/ profit for the current and prior years.
Consolidated Balance Sheet
31 May 2003
2003 2002
£'000 £'000
FIXED ASSETS
Tangible assets 86 159
Intangible assets 989 -
Investments 251 387
1,326 546
CURRENT ASSETS
Market and client debtors 11,593 6,424
Other debtors 268 132
Cash at bank and in hand 3,276 3,716
15,137 10,272
CREDITORS: amounts falling due within one year
Market and client creditors (11,982) (6,507)
Other creditors (560) (664)
(12,542) (7,171)
NET CURRENT ASSETS 2,595 3,101
TOTAL ASSETS LESS CURRENT LIABILITIES 3,921 3,647
PROVISION FOR LIABILITIES AND CHARGES (2) -
3,919 3,647
CAPITAL AND RESERVES
Called up share capital 2,001 1,630
Share premium account 1,130 345
Profit and loss account 788 1,672
EQUITY SHAREHOLDERS' FUNDS 3,919 3,647
These financial statements were approved by the Board of Directors on 8 August
2003.
Signed on behalf of the Board of Directors
C F Harrison
Chief Executive Officer
Company Balance Sheet
31 May 2003
2003 2002
£'000 £'000
FIXED ASSETS
Tangible assets 86 159
Intangible assets 989 -
Investment in subsidiary 432 -
Investments 251 387
1,758 546
CURRENT ASSETS
Market and client debtors 11,593 6,424
Other debtors 268 132
Cash at bank and in hand 3,276 3,716
15,137 10,272
CREDITORS: amounts falling due within one year
Market and client creditors (11,982) (6,507)
Other creditors (1,045) (664)
(13,027) (7,171)
NET CURRENT ASSETS 2,110 3,101
TOTAL ASSETS LESS CURRENT LIABILITIES 3,868 3,647
PROVISION FOR LIABILITIES AND CHARGES (2) -
3,866 3,647
CAPITAL AND RESERVES
Called up share capital 2,001 1,630
Share premium account 1,130 345
Profit and loss account 735 1,672
EQUITY SHAREHOLDERS' FUNDS 3,866 3,647
These financial statements were approved by the Board of Directors on 8 August
2003.
Signed on behalf of the Board of Directors
C F Harrison
Chief Executive Officer
Consolidated Cash Flow Statement
For the year ended 31 May 2003
Cash flow 2003 2002
notes £'000 £'000
Net cash outflow from operating activities 1 (126) (764)
Returns on investment and servicing of finance 2 125 204
Taxation - UK corporation tax paid (16) (488)
Capital expenditure and financial investment 2 519 791
Acquisitions 2 (572) -
Equity dividends paid (378) (374)
Financing 2 8 -
Decrease in cash 3, 4 (440) (631)
Notes to the Consolidated Cash Flow Statement
For the year ended 31 May 2003
1. RECONCILIATION OF OPERATING LOSS TO NET CASH
OUTFLOW FROM OPERATING ACTIVITIES
2003 2002
£'000 £'000
Operating loss (1,423) (844)
Depreciation charges 102 111
Amortisation of intangible fixed assets 161 -
Goodwill write-off (exceptional) 395 -
(Increase)/decrease in debtors (4,827) 3,471
Increase/(decrease) in creditors 5,466 (3,502)
Net cash outflow from operating activities (126) (764)
2. GROSS CASH FLOWS
2003 2002
£'000 £'000
Returns on investments and servicing of finance
Interest received 106 186
Interest paid (3) (1)
Dividends received 22 19
125 204
Capital expenditure and financial investment
Proceeds from sale of London Stock Exchange shares 467 1,097
Payments to acquire tangible fixed assets (21) (16)
Payments to acquire intangible fixed assets (99) -
Purchase of fixed asset investments (504) (290)
Proceeds from sale of fixed asset investments 676 -
519 791
Acquisitions
Cash paid upon purchase of subsidiary undertaking (430) -
Cash paid upon purchase of associate's business (300) -
Cash acquired with subsidiary undertakings 158 -
(572) -
Financing
Issue of ordinary share capital 5 -
Premium on issue of ordinary share capital less expenses 3 -
8 -
Notes to the Consolidated Cash Flow Statement
For the year ended 31 May 2003
3. ANALYSIS OF CHANGES IN NET CASH
At 1 June Cash At 31 May
2002 flows 2003
£'000 £'000 £'000
Cash at bank and in hand 3,716 (440) 3,276
4. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
2003 2002
Note £'000 £'000
Decrease in cash in the year 3 (440) (631)
Change in net cash (440) (631)
Net funds at 1 June 2002 3,716 4,347
Net funds at 31 May 2003 3,276 3,716
5. ACQUISITION OF SUBSIDIARY UNDERTAKINGS
2003 2002
£'000 £'000
Net assets acquired:
Tangible fixed assets 3 -
Debtors 346 -
Cash at bank and in hand 158 -
Creditors (75) -
432 -
Goodwill 1,146 -
1,578 -
Satisfied by:
Nominal value of shares allotted 366 -
Premium on shares allotted 782 -
Cash 430 -
1,578 -
(Losses)/earnings per share
Basic (losses)/earnings per share has been calculated by dividing the
(loss)/profit on ordinary activities after taxation by the weighted number of
shares in issue during the year. Diluted (losses)/earnings per share is basic
(losses)/earnings per share adjusted for the effect of conversion into fully
paid shares of the weighted average number of share options during the year. As
the group has made a loss during the year, under FRS14 no dilution effect has
been calculated.
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:
Diluted Diluted
31 May 2003 Basic eps Headline eps Basic eps Headline eps
£'000 £'000 £'000 £'000
Loss on ordinary activities after taxation (664) (664) (664) (664)
Add: Goodwill written off after taxation - 520 - 520
Less: Exceptional gain on disposal of fixed asset
investment after tax - (390) - (390)
Losses (664) (534) (664) (534)
Number of shares (000s) 7,983 7,983 7,983 7,983
Losses per share (pence) (8.3) (6.7) (8.3) (6.7)
Diluted Diluted
31 May 2002 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 taxation - (768) - (768)
Plus: Adjustment to reflect impact of dilutive share - - 5 -
options
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 2003 31 May 2002
Number of shares (000s):
Weighted average number of shares 7,983 6,499
Dilutive effect of share option schemes - 289
7,983 6,788
Final Dividend
The final dividend of 1.75p per share will be paid, subject to shareholder
approval, on 30 September 2003 to shareholders on the share register on 22
August 2003. The shares will go ex-dividend on 20 August 2003.
Note to the financial statements for the year ended 31 May 2003.
The above results for the year ended 31 May 2003 are an abridged version of the
Group'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 2003 and 2002 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 2002 accounts have been
filed with the Registrar of Companies.
Copies of this announcement are available from the Group's registered office at
Salisbury House, London Wall, London, EC2M 5QS. The Annual Report and Accounts
will be sent to shareholders on 29 August 2003.
Enquiries:
Clive Harrison (Chief Executive Officer) - 020 7448 4700
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