REG - Fulham Shore PLC - Final Results <Origin Href="QuoteRef">FSp.ISD</Origin> - Part 2
29/10/2014 10:52
- Part 2: For the preceding part double click ID:nRSF4717Oa
Additions 3 26 4 33
31 March 2013 3 26 4 33
Additions - 3 2 5
Reclassification - (2) 2 -
30 March 2014 3 27 8 38
Accumulateddepreciation
Charge in the period - 1 - 1
31 March 2013 - 1 - 1
Charge in the year 1 7 1 9
30 March 2014 1 8 1 10
Net book value
30 March 2014 2 19 7 28
31 March 2013 3 25 4 32
All depreciation charges have been recognised in administrative expenses in
the income statement.
All non-current assets are located in the United Kingdom.
6 INVESTMENTS IN SUBSIDIARIES
2014 £'000 2013 £'000
Parent Company
Cost and net book value
1 April 2013 - -
Investment in subsidiary - -
As at 30 March 2014 - -
6 INVESTMENTS IN SUBSIDIARIES (continued)
As at 30 March 2014, the Company had the following principal trading
subsidiary undertakings:
Name of subsidiary Class of Holding Proportion of shares held, ownership interest and voting power Nature of business
Incorporated in England and Wales
FM98 LTD Limited Ordinary 100% Operation of restaurants
7 INVENTORIES
Group Parent company
2014 £'000 2013 £'000 2014 £'000 2013 £'000
Raw materials and consumables 22 - - -
8 TRADE AND OTHER RECEIVABLES
Group Parent company
2014 £'000 2013 £'000 2014 £'000 2013 £'000
Included within non-current assets:
Other receivables 41 - - -
41 - - -
Included within current assets:
Trade receivables 17 - - -
Amounts receivable from subsidiaries - - 770 -
Other receivables 23 1 - 1
Other taxation and social security costs - 28 13 28
Prepayments and accrued income 55 8 6 8
95 37 789 37
At 30 March 2014 and 31 March 2013, none of the Group's trade receivables were
past due. The £17,000 (2013: £Nil) was receivable within one month.
Receivables are denominated in sterling. The Board believes that the balances
are recoverable in full and therefore no impairments are required.
The Group and Company hold no collateral against these receivables at the
balance sheet date. The Directors consider that the carrying amount of
receivables approximates to their fair value.
9 CASH AND CASH EQUIVALENTS
Group Parent company
2014 £'000 2013 £'000 2014 £'000 2013 £'000
Cash at bank and in hand 1,675 785 1,051 785
Cash and cash equivalents as presented in the balance sheet 1,675 785 1,051 785
Bank balances comprise cash held by the company on a short term basis with
maturity of three months or less. The carrying amount of these assets
approximates their fair value.
10 TRADE AND OTHER PAYABLES
Group Parent company
2014 £'000 2013 £'000 2014 £'000 2013 £'000
Included in current liabilities:
Trade payables 127 50 6 50
Other taxation and social security payable 37 - 3 -
Accruals and deferred income 71 12 34 12
235 62 43 62
Payables were all denominated in sterling and comprise amounts outstanding for
trade purchases and ongoing costs.
The Directors consider that the carrying amount of trade payables approximate
to their fair value.
11 FINANCIAL INSTRUMENTS
The Group's policies as regards financial instruments are set out in the
accounting policies. The Group does not trade in financial instruments.
Capital Risk Management
The Group manages its capital to ensure that it will be able to continue as a
going concern whilst maximising the return to stakeholders through the
optimisation of the capital structure.
The capital structure of the Group consists of cash and cash equivalents and
equity attributable to equity holders of the Company.
The Group is not subject to any externally imposed capital requirements.
11 FINANCIAL INSTRUMENTS (continued)
Liquidity Risks
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which has established an appropriate liquidity risk management
framework for the management of the Group's short, medium and long term
funding and liquidity management requirements. The Group manages liquidity
risk by maintaining adequate reserves by continuously monitoring forecast and
actual cash flows, and by matching the maturity profiles of financial assets
and liabilities. The Group has no undrawn facilities at its disposal.
Trade and other receivables and trade and other payables are all non-interest
bearing.
Weighted average interest rates paid during the year for sterling cash
deposits were 0% (2013: 0%).
Foreign Exchange Risks
The Group had no currency exposures at 30 March 2014.
Credit Risks
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. The Group
adopts a policy of only dealing with creditworthy counterparties as a means of
mitigating the risk of financial loss from defaults. The Group's exposure and
the credit ratings of its counterparties are continuously monitored.
Fair Values of Financial Assets and Financial Liabilities
The fair value amounts of the Group's financial assets and liabilities as at
30 March 2014 did not materially vary from the carrying value amounts.
12 DEFERRED TAXATION
Group Parent company
2014 £'000 2013 £'000 2014 £'000 2013 £'000
Accelerated tax depreciation 17 6 - 6
Tax losses (2) (6) - (6)
15 - - -
The Company has losses of £266,000 (2013: £150,000) which, subject to
agreement with HM Revenue & Customs, are available to offset against future
profits. A deferred taxation asset in respect of these losses of £53,000
(2013: £24,000) has not been recognised in the financial statements. Although
the Directors were confident that the company would achieve future
profitability in line with current expectations, the timing of such profits
was uncertain and therefore the Directors did not recognise the entire
deferred tax asset.
13 SHARE CAPITAL
2014 £'000 2013 £'000
Allotted, issued called up and fully paid:
83,508,600 (2013: 55,798,600) ordinary shares of 1p each 835 558
The Company has one class of ordinary share which carries no rights to fixed
income.
On 30 April 2013, the Company issued 14,500,000 Ordinary Shares of £0.01 each
at £0.04 per Ordinary Share, credited as fully paid.
On 25 February 2014, a further 13,210,000 Ordinary Shares of £0.01 were issued
by the Company and were allotted for cash at £0.05 per Ordinary Share,
credited as fully paid.
14 SHARE BASED PAYMENTS
The Group currently uses a number of equity settled share plans to grant
options to its Directors and employees.
The Group operates two share option plans:
· Enterprise Management Incentive ("EMI") Share Option Plan;
· Unapproved Share Option Plan
The Group's Share Option Plans provide for a grant price equal to the average
quoted market price of the Company shares on the date of grant. The vesting
period on all Share Option Plans is 3 years with an expiration date 7 years
from the date of grant. Furthermore, share options are forfeited if the
employee leaves the Group before the options vest unless forfeiture is waived
at the discretion of the Remuneration Committee, if established, or the
Board.
Outstanding share options to acquire ordinary shares of 1 pence each as at 30
March 2014 are as follows:
2014 '000 2013 '000
At the beginning of the year 3,348 -
Granted during the year 3,333 3,348
At the end of the year 6,681 3,348
Weighted average exercise price 2014 £ 2013 £
At the beginning of the year 0.02 -
Granted during the year 0.05 0.02
At the end of the year 0.03 0.02
14 SHARE BASED PAYMENTS (continued)
Outstanding and exercisable share options to acquire ordinary shares of 1
pence each as at 30 March 2014 are as follows:
For the year ended 30 March 2014
Options outstanding Options exercisable
Range of exercise prices Number of shares '000 Weighted average exercise price £ Weighted average remaining contractual life months Number of shares '000 Weighted average exercise price £ Weighted average remaining contractual life months
EMI
£0.02 2,232 0.02 71 - - -
£0.05 2,779 0.05 83 - - -
5,011 0.04 79 - - -
Unapproved
£0.02 1,116 0.02 71 - - -
£0.05 554 0.05 83 - - -
1,670 0.03 75 - - -
For the year ended 31 March 2013
Options outstanding Options exercisable
Range of exercise prices Number of shares '000 Weighted average exercise price £ Weighted average remaining contractual life months Number of shares '000 Weighted average exercise price £ Weighted average remaining contractual life months
EMI
£0.02 2,232 0.02 83 - - -
Unapproved
£0.02 1,116 0.02 83 - - -
During the year ended 30 March 2014, the market price of ordinary shares in
the Company ranged from £0.07 (2013: £0.02) to £0.115 (2013: £0.08). The share
price as at 30 March 2014 was £0.115 (2013: £0.08).
14 SHARE BASED PAYMENTS (continued)
The fair value of the options is estimated at the date of grant using a
Black-Scholes valuation model.
Expected life of options used in the model is based on management's best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations.
Expected volatility was determined by calculating the historical 90 days
volatility of the Group's share price over the previous 180 days. The inputs
to the Black Scholes model were as follows:
Year ended 30 March 2014 Period ended 31 March 2013
Weighted average expected life 5 years 5 years
Weighted average exercise price 5 pence 2 pence
Risk free rate 0.40% 0.34%
Expected volatility 21.9% 32.5%
Warrants
Outstanding share warrants to acquire ordinary shares of 1 pence each as at 30
March 2014 are as follows:
2014 '000 2013 '000
At the beginning of the year 1,116 -
Granted during the year - 1,116
At the end of the year 1,116 1,116
The warrants are exercisable at 2 pence per ordinary shares until February
2017.
15 NOTE TO CASH FLOWS STATEMENTS Group Parent company
Year ended 30 March 2014 Period ended 31 March 2013 Year ended 30 March 2014 Period ended 31 March 2013
£'000 £'000 £'000 £'000
Reconciliation of net cash flows from operating activities
Loss before taxation (149) (126) (206) (126)
Adjustments
Depreciation and amortisation 32 1 9 1
Share based payments expense 7 1 7 1
Operating cash flows before movements in working capital (110) (124) (190) (124)
Increase in inventories (22) - - -
Increase in trade and other receivables (99) (37) (752) (37)
Increase in payables 173 62 (19) 62
Net cash from operating activities (58) (99) (961) (99)
16 COMMITMENTS UNDER OPERATING LEASES
The Group had aggregate minimum lease payments under non-cancellable operating
leases which fall due as follows:
Group Parent company
2014 £'000 2013 £'000 2014 £'000 2013 £'000
Land and buildings
within one year 74
in two to five years 455 - - -
529 - - -
Included above are certain annual lease commitments relating to a subsidiary
company that have been guaranteed by the parent company.
Operating lease payments for land and buildings represent rent payable by the
Group for a restaurant property. Leases either negotiated as a new lease or
acquired through lease assignment have an average term of 5 years and rentals
are fixed for an average of 5 years.
The Group has entered into an agreement to lease a restaurant property for
£125.000 per annum. The grant of the lease for a 15 year term is conditional
upon the grant of planning consent and the grant of a premises license. If
these conditions are not met, the agreement would terminate.
At the balance sheet date, the Group and Company had no outstanding capital
commitments contracted for but not provided for in the financial statements.
17 RELATED PARTY DISCLOSURES
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the
Group is provided in the Report on Directors Remuneration Annual Report, and
in note 2. Details of share options granted to Directors are also shown in the
Report on Directors Remuneration.
Other related party transactions
During the year ended 30 March 2014, the Group and Company received office
services on normal commercial terms from The Real Greek Food Company Limited,
a company in which DM Page, NAG Mankarious and NJ Donaldson are directors. For
these services, the Group and Company was invoiced £15,000 (2013: £9,000) plus
VAT by The Real Greek Food Company Limited during the year and the balance
outstanding at 30 March 2014 was £4,000 (2013: £5,000).
During the year ended 30 March 2014, the Group and Company received
consultancy services on normal commercial terms from London Bridge Capital
Limited, a company in which NJ Donaldson is a director. For the provision of
NJ Donaldson's services during the year, the Company was invoiced £15,000
(2013: £1,250) plus VAT by London Bridge Capital Limited. For the provision of
services as the joint Financial Advisor of the Group and Company, the Group
and Company was invoiced £Nil (2013: £10,000) plus VAT by London Bridge
Capital Limited during the year. The balance outstanding at 30 March 2014 was
£4,000 (2013: £Nil).
During the year ended 30 March 2014, the sum of £NIL (2013: £19,086) was
loaned to the Company by David Page, a Director of the Company and was repaid
by the Group and Company during the year.
During the year ended 30 March 2014, the Group operated, on normal commercial
terms, a franchise of Franco Manca granted by Franco Manca 2 UK Limited, a
company in which DM Page and NAG Mankarious are directors. The Group was
invoiced franchise fees of £27,000 (2013: £Nil) plus VAT and setup costs of
£62,000 (2013: £Nil) plus VAT by Franco Manca 2 UK Limited during the year and
the balance outstanding at 30 March 2014 was £9,000 (2013: £Nil). At 30 March
2014, Franco Manca 2 UK Limited owed the Group £10,000 (2013: £Nil).
During the period ended 30 March 2014, DM Page invoiced the Group a site
finder's fee of £15,000 (2013: £Nil) on normal commercial terms and the
balance outstanding at 30 March 2014 was £Nil (2013: £Nil).
Included in other receivables are amounts of £Nil (2013: £531) due from
companies in which DM Page and NAG Mankarious are materially interested.
Transactions between the Company and its subsidiaries
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation.
During the year, the Company has paid trading expenses for FM98 LTD Limited
amounting to £770,000 (2013: £Nil). The amount outstanding at 30 March 2014
was £770,000 (2013: £Nil).
The above has been extracted from, and should be read in conjunction with, the
Company's audited Annual Report and Accounts for the period ended 30 March
2014.
Guidance note 69.1 of ISDX Growth Market - Rules for Issuers
During the year ended 30 March 2014, the Company did not comply with Guidance
Note 69.1 of the ISDX Growth Market - Rules for Issuers (as amended on 9 July
2013). This was due to the Directors DM Page, NAG Mankarious and NJ Donaldson
holding levels and combinations of third party directorships outside of the
Company, which did not meet the recommendation in the Guidance Note. The
Directors believe that these three directors are currently each able to commit
sufficient time to perform his duties as a Director of the Company and that
the current composition of the Company's Board is appropriate given the
Company's size and stage of development.
This information is provided by RNS
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