ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
CONTINUING STRONG
PROFIT GROWTH
www.fbgl.co.uk
www.flyingflowers.com
www.gardeningdirect.com
www.listen2books.co.uk
www.benhamcovers.com
www.victory-cards.com
FLYING BRANDS LIMITED
REGISTERED OFFICE 
& HEADQUARTERS
Retreat Farm
St Lawrence
Jersey JE3 1GX
UK OFFICE
Kelvedon Park
London Road
Rivenhall 
Witham
Essex CM8 3HB FLYING BRANDS 
DELIVERING IMPROVING QUALITY
AND SERVICE TO ITS CUSTOMERS,
AND VALUE TO ITS SHAREHOLDERS
CONTENTS
FINANCIAL HIGHLIGHTS 01
FLYING BRANDS AT A GLANCE 02
CHAIRMAN’S STATEMENT 03
CHIEF EXECUTIVE’S REPORT 04
FINANCIAL REVIEW 11
DIRECTORS AND ADVISORS 13
FINANCIALS
DIRECTORS’ & CORPORATE GOVERNANCE REPORT 14
CONSOLIDATED PROFIT AND LOSS ACCOUNT 19
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 20
RECONCILIATION OF MOVEMENTS IN EQUITY 
SHAREHOLDERS’ FUNDS 20
BALANCE SHEETS 21
CONSOLIDATED CASH FLOW STATEMENT 22
NOTES TO THE FINANCIAL STATEMENTS 23
FIVE YEAR SUMMARY 38
AUDITORS’ REPORT 39
REMUNERATION COMMITTEE REPORT 40
NOTICE OF ANNUAL GENERAL MEETING 44
FINANCIAL CALENDAR
AGM 12 APRIL 2005
PAYMENT OF 2004 FINAL DIVIDEND 20 APRIL 2005
INTERIM RESULTS ANNOUNCED 29 JULY 2005 1
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
FLYING BRANDS 
CONTINUING TO GROW PROFITS
AND GENERATE CASH
FINANCIAL HIGHLIGHTS
> SALES £35.8m
> PROFIT BEFORE TAXATION £5.81m + 10%
AND ALL EXCEPTIONAL ITEMS 
> PROFIT BEFORE TAXATION £5.81m +4%
> EARNINGS PER SHARE (ADJUSTED) 17.3p + 10%
> EARNINGS PER SHARE 17.3p +3%
> FINAL DIVIDEND PER SHARE 5.65p +8%
> CASH BALANCE £6.02m
+4%
INCREASE IN PROFIT BEFORE TAXATION
TO £5.81 MILLION
00
01
02
03
04
+10%
INCREASE IN PROFIT BEFORE TAXATION 
AND ALL EXCEPTIONAL ITEMS
TO £5.81 MILLION
00
01
02
03
04
£m
0.05
4.35
4.50
5.58
5.81
£m
3.14
4.46
4.80
5.27
5.81 FLYING BRANDS AT A GLANCE
FLYING FLOWERS
THE UK’S LARGEST
POSTAL FLOWER BRAND
TOTAL SALES
£12.76m
CONTRIBUTION
£4.05m
GARDENING DIRECT
THE UK’S LEADING 
MAIL ORDER
BEDDING PLANT
SPECIALIST
TOTAL SALES
£15.25m
CONTRIBUTION
£5.27m
BENHAM
THE FIRST DAY
COVER STAMPS
AND GENERAL
COLLECTABLES
SPECIALIST
TOTAL SALES
£4.07m
CONTRIBUTION
£0.15m
LISTEN2BOOKS
THE UK’S FASTEST
GROWING MAIL
ORDER AUDIO
BOOKS RETAILER
TOTAL SALES
£3.55m
CONTRIBUTION
£0.47m
2
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004 3
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
CHAIRMAN’S STATEMENT
OVERVIEW AND FINANCIAL RESULTS
Flying Brands delivered another good performance in 2004, with the
strategies that were planned and tested in 2003 beginning to bear
fruit. All of the Group’s four brands have been developed and
diversified significantly in the last twelve months, and we believe
that we are now much better positioned to appeal to and capture a
wider section of the market. It is also pleasing that, alongside this
overall brand development, management were able to continue
making the business as a whole more streamlined and efficient.
Profit before tax and exceptional items rose to £5.8m, an increase 
of 10% over 2003. Profit before tax increased by 4% to £5.8m.
Adjusted earnings per share increased by 10% to 17.30p. Earnings
per share increased by 3% to 17.30p. The improvement in profits is
attributable to an improved performance from Listen2Books, higher
interest receivable, and also further reducing overheads.
Sales were flat on the prior year, an otherwise good performance
marred by a disappointing Christmas campaign from Flying Flowers.
After an excellent first half, with many of the new initiatives
(principally diversification into new gift areas) testing well, the brand
had a soft second half, suffering from a tough retail trading
environment. Nevertheless, the strategy of positioning Flying Flowers
more as an outlet for excellent value low priced gifts is encouraging
customers to buy from us more often. Gardening Direct also had a
strong Spring campaign, allowing management to invest more in
reactivating lapsed customers in the Autumn. Listen2Books had a
very good year, increasing sales and profits, although Benham failed
to sustain the progress made in 2003. Management will only pursue
sales that are either profitable in themselves or deliver a fast return
on investment.
Continuing strong cash generation has left us with a cash balance 
of £6.02m (2003: £3.92m) on the balance sheet and our lack of
gearing leaves us in a strong position to develop our growth plans
for the business. We remain optimistic about the opportunities that
we will be pursuing in 2005 and beyond.
DIVIDEND
The directors are recommending a final dividend of 5.65p (2003:
5.22p). Together with the interim dividend of 2.75p (2003: 2.53p),
this will represent a total dividend of 8.40p (2003: 7.75p), an
increase of 8.4% for the year. Dividend cover is 2.06 times.
OUTLOOK
Our challenge for 2005 is to roll out successfully the new product
tested in 2004, aimed both at extending the appeal of our brands 
to a wider market, and we see continuing internet development as
being integral to this, as well as continuing to drive up frequency of
purchase from our existing customers.
We will continue to search for suitable acquisitions in the gifts, hobbies
and entertainment sectors. We are applying strict selection criteria to
ensure that the acquisition enhances shareholder value; getting it
right is more important than timing because we believe that there is
significantly more that we can achieve with our existing brands.
We expect to remain strongly cash generative, and will apply our
considerable resources to delivering greater shareholder returns.
EMPLOYEES
Our staff are the lifeblood of our business, and they can feel proud of
their achievements in 2004. Exciting times lie ahead, and I’m sure
they share my optimism for this current year and beyond.
WE ARE BETTER POSITIONED
TO CAPTURE A WIDER
SECTION OF THE MARKET
ALAN FRYER  CHAIRMAN
11 MARCH 2005 It has been a good year for Flying Brands, the most pleasing aspects
being that the plans for brand development initiated in 2003 started
to deliver positively in 2004. It has been and remains our intention
to widen the appeal of all our brands so that our existing customers
have greater choice and that a new and different type of customer
will find what we have to offer more appealing. As the cost per new
customer gradually increases from conventional print media, we see
the Internet as central to our growth plans. We are also committed
to improving the quality of our products whilst maintaining our
competitive pricing so that the businesses within Flying Brands
become synonymous with value and service.
The increase in profitability over 2003 was achieved in the face of
continuing delivery cost increases (approximately 10%); I am pleased
to report that we have negotiated a new contract with our postal
services for 2005 that will result in lower increases in this crucial
area for us.
Top line growth has proved elusive over the last two years. We have
been pursuing a deliberate policy of only chasing profitable sales by
eliminating fringe and risky new customer recruitment; however, it is
becoming increasingly expensive to recruit new customers, so it is
essential that we continue to improve customer retention (up to
53% overall in 2004 from 48% the year before) and drive up both
annual customer spend (up to £21.60 in 2004 from £19.24 in 2003)
and frequency of purchase (up from 0.79 in 2003 to 0.89 in 2004
across the whole active trading database) to offset a generally higher
recruitment cost per new customer. We were well positioned for sales
growth at the half year, but trading conditions were much tougher
in the second half, resulting in an outcome below our expectations.
STRATEGIC FOCUS
We will continue to run our core business to maximise profit growth
and cash generation, whilst ensuring that sufficient investment is
made in our existing brands to drive up longer term sales growth.
This means that we need to continue to build our active customer
database (defined as customers who have made at least one
purchase from us in the last 12 months) either through new
customer recruitment or through the reactivation of lapsed customers.
We did well in 2004: the total active database increased by 4% 
over 2003 from 894K to 932K; more importantly, customers who
ordered more than once increased by 9% from 691K to 753K,
pointing to the success both of our targeted mailings and the
deployment of our database management skills. We are finding 
that we are able to mail our best customers more often, whilst the
widening of the overall product ranges gives them more reasons 
to buy more frequently.
We recognise the growing importance of the Internet to our
business as on line sales moved from 6.5% of total revenues in
2003 to 8.1% in 2004, and total on line sales themselves increased
24%. Our brand web sites have developed to a much higher level 
of sophistication and customer involvement whilst remaining both
easy to navigate and order from. We now have over 130K e-mail
addresses, a sophisticated e-mail marketing plan and are working
hard at search engine optimisation to drive potential new customers
to our sites. Our web sites are regularly refreshed with special
seasonal offers and a more editorial approach whilst still dedicated
to driving sales.
Running in parallel with this strategy lies our commitment to make
appropriate acquisitions to drive top line and profits growth as well
as economies of scale through our infrastructure. We deliberately set
ourselves a series of strict criteria when assessing potential businesses.
This should ensure that the companies or brands that we acquire
add real value to the Group as a whole, but for which we have paid
a fair price. An acquisition is key to our overall strategy so getting it
right is more important than setting a tight timescale.
Notwithstanding these issues, we believe that the cash and profits
that we generate, linked to the potential of both the Internet and
the continuing efficiencies of our infrastructure, stand Flying Brands
in good stead. We are close to achieving what we said we were
going to with our current brands, and we are now in a much better
position to see these brands expand and attract more overall spend
and new customers.
4
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
WE WILL CONTINUE TO
MAXIMISE PROFIT GROWTH
AND CASH GENERATION
MARK DUGDALE CHIEF EXECUTIVE
11 MARCH 2005
CHIEF EXECUTIVE’S REPORT 5
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
CHIEF EXECUTIVE’S REPORT CONTINUED
OPERATING RESULTS FOR THE PERIOD
2004 2003 2002
Sales Profit* Sales Profit* Sales Profit*
£’000 £’000 £’000 £’000 £’000 £’000
(restated) (restated)
Flying Flowers 12,759 4,051 12,812 4,243 13,333 4,292
Gardening Direct 15,249 5,274 14,769 5,180 15,981 4,849
Listen2Books 3,548 472 3,360 198 2,605 (59)
Kelvedon and Jersey overheads – (3,715) – (4,021) – (3,817)
31,556 6,082 30,941 5,600 31,919 5,265
Benham 4,065 154 4,828 241 4,930 192
Other 147 58 143 144 261 68
Corporate overheads – (695) – (795) – (636)
Interest – 209 – 75 – (88)
35,768 5,808 35,912 5,265 37,110 4,801
Disclosure in the Financial Statements:
Profit before operating exceptional items 5,599 5,190 4,889
Net interest receivable/(payable)
and similar charges 209 75 (88)
5,808 5,265 4,801
* Profit before taxation and operating exceptional items.  6
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
CHIEF EXECUTIVE’S REPORT CONTINUED
FLYING FLOWERS
Sales were £12.8m (2003: £12.8m) with a contribution of £4.1m
(2003: £4.2m) and a contribution margin of 32% (2003: 33%).
Internet sales increased by 13% to £1.62m, representing 13% of
total sales (2003: 12%).
Flying Flowers remains the UK’s leading postal delivered bouquet
business, despatching nearly 1m bouquets a year. Although
predominantly active around the peaks of Valentine’s Day, Mother’s
Day and especially Christmas, we have managed to increase our
activity at other times of the year, with Easter, for instance,
emerging as an important marketing opportunity. We are continuing
to seek out more promotional occasions through the year and have
increased the number of mailings our best customers receive from
eight to ten. The number of active customers who have bought
from Flying Flowers more than once increased in 2004 by 5% over
prior year, and 40 new products were introduced (46% of the total).
Our Mother’s Day promotion won the Direct Marketing Association’s
“People’s Choice” mail order award for creativity and responsiveness.
Although Flying Flowers had a disappointing Christmas campaign in
2004, the rest of the year was the best the brand has experienced for
some time, with positive sales growth across all other areas of activity.
KELVEDON PARK CALL CENTRE PACKING FLOWERS IN JERSEY
The success of the brand outside of Christmas was driven by 
several factors:
• Giving customers reasons to buy flowers throughout the year
• Introducing a lower (£9.99) price point
• Introducing new bouquets and flower varieties
• Successful diversification into other low price gift products
• Creating different and more relevant offers to different 
customer segments
• Better management of new customer recruitment and old
customer reactivation
• More dynamic on line presence
• Improving quality (reduced customer complaints)
• Encouraging growth of our guaranteed delivery date Ultimate offer
The new gift types (pot plants, personalised teddy bears, wine gift
sets) lifted response and we will be promoting these (together with
new gift products) alongside our flower bouquets as a unified
catalogue in 2005.
The web site is regularly updated to offer special seasonal bouquets
and suggest relevant and up to the minute reasons for giving gifts at
different times of the year. Our intention is to create an exciting gift
solution site.
FLYING FLOWERS
DESPATCHED NEARLY 
1 MILLION BOUQUETS
IN 2004 CHIEF EXECUTIVE’S REPORT CONTINUED
7
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
OUR GROWING FACILITIES IN JERSEY
GARDENING DIRECT
Sales increased to £15.2m (2003: £14.8m). Considerable investment
was focused on the Autumn campaign to reactivate lapsed customers
which both drove top line sales as well as the size of the active
customer database going into 2005, increasing by 4%. Despite this,
contribution still improved to £5.3m (2003: £5.2m). Contribution
margin was 35% (2003: 35%), and Internet sales grew by 47%,
which now represents 6% of total sales (2003: 4%).
Gardening Direct is the UK’s largest home delivery provider of
bedding plants, which we grow (over 120m per year) in our two
nurseries on Jersey. We work hard to ensure that our quality is of
the highest standards, a fact that was recognised by Gardening
Which where our products and service received very high positive
recognition in all categories. We are constantly testing new varieties
and looking to assist home gardeners of all types in delivering
beautiful borders, hanging baskets and flower beds. 2004 saw 
170 new products launched, which amounted to 49% of the total.
We also realise that customers expect us to provide excellent value
for money, which is why we cut many of our prices in 2004. As a
result the number of units despatched to our existing customers
increased by 14% over 2003, and overall customer retention
improved from 43% in 2003 to 51% in 2004. Spend per customer
also increased from £17.22 to £20.54.
2004 was the first year where Gardening Direct offered a
comprehensive Internet service. We have made the site much easier
to navigate, have introduced special offers and a customer
preference listing. With over 40K e-mail addresses, we also are able
to send out tactical promotions at different stages of the season.
We are working hard to increase sales of non plant gardening
products (hardware, accessories and gifts) which now account for
more than £0.5m in revenue. This demonstrates our commitment to
expand the Gardening Direct franchise to serve our existing customers
better, as well as attract new ones to grow the brand profitably.
GARDENING DIRECT
INTRODUCED 170 NEW
PRODUCTS IN 2004 DIVERSIFICATION OF
LISTEN2BOOKS WILL
GROW THE BRAND
MORE QUICKLY 
8
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
CHIEF EXECUTIVE’S REPORT CONTINUED
LISTEN2BOOKS
Sales for Listen2Books increased to £3.5m, up from £3.4m in 2003,
with contribution increasing to £0.5m (2003: £0.2m). On line sales
increased by 26%, with on line now representing 9% of total sales
compared to 7% in 2003.
The brand has enjoyed a good year and has emerged as a significant
player in the audio book market place. New product introductions
(340 audio, video and DVD titles in 2004), many of which were
either exclusive or backed up by editorial support, have ensured that
customer spend has increased from £20.87 in 2003 to £25.10 in
2004. The active trading database increased by 7%, with customers
who buy more than once growing by 22%.
In addition during 2004, we successfully introduced CDs as an
alternative format to cassettes (approximately 50% of all titles
featured are dual format but this is increasing all the time) and have
seen a 25% take up of CDs where they have been offered. We
believe that this will widen the appeal of the brand to a younger
market. We also tested 52 video/DVD titles (of similar genre to our
core audio books offer) in the autumn and these were sufficiently
promising for us to integrate video/DVD within the main audio
catalogue from January 2005.
The web site is now far more dynamic and offers visitors the
opportunity to download samples of many audio books as a ‘taster’
to help the uninitiated understand just how good and easy to use
audio books really are. We feature a Best Sellers section driven by
actual sales, new releases changed weekly and recommendations
based on previous customers’ purchases.
Diversification into other home entertainment areas such as video
and DVD will both grow the brand more quickly and create a
rounded offer that should have a wider appeal than merely audio
books themselves. NEW INITIATIVES AT
BENHAM WILL IMPROVE
PERFORMANCE
9
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
CHIEF EXECUTIVE’S REPORT CONTINUED
BENHAM
Benham experienced a tough year, with sales of £4.1m (2003: £4.8m)
and profit £0.15m (2003: £0.24m). 2004 did not provide as many
new product opportunities as 2003 (such as the Queen’s Jubilee or
Rugby World Cup).
During the second half of 2004, we successfully installed a mail order
fulfilment system at Benham which will enable us both to run the
brand far more closely alongside our other businesses and also
provide us with management information to develop Benham far
more proactively. We also anticipate establishing an improved web
site in 2005: we believe that Benham products are ideally suited to
be traded on line.
In 2004, we migrated much of Benham’s stock to a new despatch
facility at our headquarters in Jersey, which will also give us much
greater control over this critical aspect of its business.
Coupled to these developments, we have reviewed our overall
product strategy and will be looking to create more opportunities
for our existing customers both to buy more and to spend more.
These combined actions should result in Benham returning to
growth in 2005.
INFRASTRUCTURE AND OPERATIONS
We have continued to improve the overall efficiency of our
operations, which have been streamlined by moving order inputting
to Kelvedon Park (our call centre in Essex), alongside our telephone
handling division. This will help reduce the under capacity in
Kelvedon as well as centralising all packing and despatch operations
in Jersey, where a high level of expertise is being developed.
The second phase of the three year renovation project at Retreat Farm
in Jersey (our headquarters and fulfilment centre) was completed in
2004. We created a larger storage and despatch area for
Listen2Books and Gardening Direct hard goods, and a despatch
centre for Benham. These developments not only anticipate the
growth in gardening hard goods, audio books, video and DVD, 
but also anticipate an acquisition when the time comes. In addition,
we cultivated a “trial garden” to assess how new Gardening Direct
plants progress in “customer conditions”, which also enables us to
manage our own photography for promotion. The final phase, to 
be completed in 2005, will focus mainly on the replacement of the
refrigeration units, essential in prolonging the longevity of Flying
Flowers’ stems. The current units have reached the end of their
useful lives; there will also be the conversion of the remaining glass
panes to polycarbonate which are safer, longer lasting and allow for
constant temperature through the seasons. 10
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
We are also beginning the process of phasing out the use of
polystyrene despatch boxes on Flying Flowers in favour of cardboard.
Not only is this more environmentally friendly, it allows a partial
rebranding, better reflecting where the brand is today and also
enables us to prepare for the introduction of Royal Mail’s “size based
pricing” policy which may be introduced from the middle of 2006.
The Marketing Department has now been reorganised into brand
focused teams, served by a central database function, and we have
seen clear benefits in the approaches being taken to increasing the
brands’ franchises and in targeting our offers more effectively.
OUTLOOK
Flying Brands has many strengths:
• Market leading strong brands
• Increasing Internet presence
• Highly cash generative
• Very profitable (whether measured against revenue or 
capital employed)
• Progressive dividend policy
• Strong balance sheet
• Efficient operations with flexible infrastructure
• Currently debt free and no pension liabilities
• Significant freehold property portfolio
In developing this business to increase the value for shareholders,
we intend to build on these strengths:
• Widen the appeal of our existing brands, offering 
greater choice/value
• Embrace the Internet as the major growth opportunity
• Add brands and services to our portfolio to become a 
rounded retailer
• Increase cash and profits generation
• Maintain a progressive dividend policy
• Continue to improve operational efficiencies
• Accept debt for acquisitions but to a prudent level
I believe that we have a major opportunity, given the strength of our
current position, to become a much more significant retail presence
and really provide our shareholders with increasingly better returns.
We will do this sensibly and in line with our strategy, but we are
committed to achieving it.
I would like to thank the team at Flying Brands for their tenacity,
creativity and hard work during 2004: I know that our shareholders
appreciate their efforts.
CHIEF EXECUTIVE’S REPORT CONTINUED
INTERNET SALES
INCREASED BY 22% RESULTS
The Group has had another successful year of profit growth, with
profit before tax up by 4.2% and profit before exceptional items up
10.3%. Last year’s profit before tax included a £0.31m exceptional
profit on the sale of subsidiaries and businesses and freehold property.
This is the fourth consecutive year of strong growth in profit before
exceptional items. 
Flying Flowers sales were flat, and there was a small reduction in
contribution arising from discounting to reactivate old customers
and higher postage costs. Gardening Direct was able to achieve
modest sales growth while also increasing contribution, and
Listen2Books had a significant increase in contribution as we
continued to maximise payback of the investment made in the
brand since 2001.
Overheads came down by £0.30m, of which £0.24m related to
reduced depreciation on our call centre systems.
Benham had a disappointing year with profits down from £241k to
£154k. It has been a year of great change for Benham, with the
implementation of a fully integrated direct marketing solution in Q4
and migration of its despatch operation to Jersey. 
Corporate overheads comprise the cost of the Chief Executive and
Finance Director, the Non Executive Directors and the legal,
professional and other fees connected with the running of a public
company. These reduced by £0.1m, following the one off costs in
2003 connected with the board restructure that took place in the
latter part of 2002.
CASH FLOW
The net cashflow from operating actitives was £6.75m compared to
£7.69m in 2003. This reduction was due to a fall in depreciation and
amortisation charges of £0.29m, and a net movement of £1.08m in
working capital.
The increase in working capital arose from an increase in Listen2Books
stock to support the expanded range of products now offered to
our customers, and the impact of our major supplier now applying
normal payment terms.
Tax paid was £0.05m lower than last year and capital expenditure
reduced by £0.02m. Receipts from sales of capital expenditure
reduced by £0.30m following last year’s sale of a freehold property.
Last year also had the benefit of the settlement of the outstanding
debtor relating to the sale of a subsidiary in 1999, which contributed
£0.50m to cashflow.
The Group repurchased 496,980 of its own shares at an average
price of £2.01p. The special resolution to authorise the Group to be
enabled to buy its own shares is included in the AGM notice
enclosed with this Report.
FINANCIAL REVIEW
THIS IS THE FOURTH
CONSECUTIVE YEAR OF
STRONG GROWTH IN PROFIT
BEFORE EXCEPTIONAL ITEMS
DAVID HARBORD FINANCE DIRECTOR
11 MARCH 2005
11
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
FLYING BRANDS IS ONE
OF JERSEY’S LARGEST
NON-FINANCIAL LISTED
COMPANIES 12
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
The Group made dividend payments of £2.06m. Dividend cover is
2.06 times which the Board believes is a sensible and sustainable level.
The combined impact of these cashflows was a net increase in cash
of £2.10m, compared to an increase of £2.73m in 2003, taking the
net cash position of the group to £6.02m.
TREASURY POLICY
The Group’s financial position has changed considerably in the 
last few years. 
2000 2001 2002 2003 2004
£’000 £’000 £’000 £’000 £’000
Profit/(loss) after taxation (820) 3,452 3,527 4,405 4,462
Dividends 1,941 1,930 1,964 2,010 2,164
Net (debt)/funds (4,744) (2,352) (98) 3,920 6,022
It is the group’s policy to take a conservative stance on treasury matters
and maximise cash generation. This is tied to our strategy which
aims to utilise cash generated to acquire complementary businesses.
We recognise that cash does not provide a satisfactory return to
shareholders, no matter how well it is managed, but we believe it is
in the best interests of shareholders to retain a large proportion of
it, as we look to make acquisitions in the next 12 months.
There is little currency risk in the group. The majority of the Group’s
overseas purchases are hedged using forward contracts for up to
80% of the forecast requirement.
The cashflow profile of the Group is very seasonal but as in 2003,
no bank facility is required. Where possible, cash is placed on
deposit for periods of no greater than two months, which again is 
in accordance with our strategic objectives.
TAXATION
The Group pays taxation in Jersey and the UK depending on the
domicile of its respective subsidiaries. The taxation charge for 2004
is 23.2% (compared to 21% in 2003). The increase in average rate
of taxation was due to the non taxable nature of the exceptional
items last year, without which the average rate of taxation in 2003
was 22.2%.
INTERNATIONAL FINANCIAL REPORTING STANDARDS 
The Group has carried out a detailed review of the implications of
the mandatory introduction of International Financial Reporting
Standards (“IFRS”). Because of the relatively uncomplicated nature
of the Group’s financial structure and lack of borrowings, the 
Group considers that the only material impact will arise from 
the implementation of IFRS2, Share based payments, specifically
regarding the recognition of a charge to the profit and loss account
to reflect the cost of share option grants. The Group is currently
considering the implication in practice of the application of this
standard, and will be incorporating its effect into its Interim 
results in 2005.
FINANCIAL REVIEW CONTINUED
IT IS THE GROUP’S POLICY
TO TAKE A CONSERVATIVE
STANCE ON TREASURY
MATTERS AND MAXIMISE
CASH GENERATION ALAN FRYER
NON-EXECUTIVE CHAIRMAN
Aged 63, appointed to the Board in 1999, appointed Chairman in
2002. Formerly Group Deputy Chief Executive of Smith & Nephew
PLC (retired December 2000).
MARK DUGDALE
CHIEF EXECUTIVE
Aged 46, appointed to the Board in November 2002. Formerly
Managing Director of Dial Home Shopping Limited (part of Arcadia
Group plc) and Hamilton Group (Europe); also a former Marketing
Director of Innovations Mail Order plc. He is a Non-Executive
Director of Digivate Limited.
DAVID HARBORD ACA
FINANCE DIRECTOR & COMPANY SECRETARY
Aged 44, joined the Company and appointed to the Board in 1999.
Formerly Finance Director of Westmill Foods Limited, a subsidiary of
Associated British Foods PLC. He qualified as an accountant in 1986
with Touche Ross & Co.
TIM BODEN
MARKETING DIRECTOR
Aged 37, appointed to the Board in 2002. He joined the Company
in 1995 as product manager at Flying Flowers, being promoted to
Marketing Manager in 1998. Previously he worked for Innovations
Mail Order plc.
PAUL FRASER
NON-EXECUTIVE DIRECTOR
Aged 49, joined the Company and appointed to the Board in 1998.
Moved to non-executive role in 2002. Over twenty years experience
of mail order and retail collectables. He is Chairman of The Stanley
Gibbons Group Limited.
LEN SANDERSON*
NON-EXECUTIVE DIRECTOR
Aged 51, appointed to the Board in 2000. Former Managing Director
of the Telegraph Sales, part of the Telegraph Group Limited. 
Non-Executive Chairman of KYN Publishing Limited.
TIM TROTTER*
NON-EXECUTIVE DIRECTOR
Aged 46, appointed to the Board in 2000. Non-Executive Director of
Vislink PLC and Chairman of Smithfield Consultants Limited.
Formerly Chairman of Ludgate Group Limited.
* Members of the Audit Committee and 
the Remuneration Committee
REGISTERED OFFICE
Retreat Farm, St Lawrence, Jersey JE3 1GX
COMPANY NUMBER
2044
STOCKBROKERS
Collins Stewart
88 Wood Street, London EC2V 7QR
AUDITORS
PricewaterhouseCoopers CI LLP, Chartered Accountants
Twenty Two Colomberie, St Helier, Jersey JE1 4XA
LEGAL ADVISORS
Ogier and Le Masurier
PO Box 404, Whitely Chambers, Don Street, St Helier, Jersey JE4 9WG
Pinsent Masons
Dashwood House, 69 Old Broad Street, London EC2M 1NR
BANKERS
Barclays Bank PLC
PO Box 8, 13 Library Place, St Helier, Jersey JE4 8NE
REGISTRARS
Capita IRG plc
Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ
DIRECTORS AND ADVISORS
13
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004 The Directors present their report and the audited financial statements for the 52 weeks ended 31 December 2004.
INCORPORATION
The Company is incorporated in Jersey, Channel Islands.
DIRECTORS‘ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
The Directors are required by the Companies (Jersey) Law 1991 to prepare financial statements for each financial year which give a true and
fair view of the state of affairs of the Company and the Group as at the end of the financial year, and of the Group profit or loss for that
period. In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and estimates that are reasonable and prudent;
• State whether applicable United Kingdom accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group will
continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial
position of the Company and to enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are
also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud,
error and non compliance with law and regulations.
Although an overseas company, the Directors have sought to ensure that the financial statements of the Company and the Group comply
materially with the disclosure requirements of the UK Companies Act 1985 and the listing requirements for a UK company.
PRINCIPAL ACTIVITIES
The principal activities of the Group are unchanged from last year being volume mail order and collectables retailing.
BUSINESS REVIEW AND FUTURE PROSPECTS
A commentary of the Group's progress during the year and its future prospects are set out in the Chairman’s and Chief Executive's
Statements on pages 3 to 10 and the Financial Review on pages 11 to 12.
FLYING BRANDS HOLDINGS (UK) PLC
During 1996 the Group created a twinned share structure to enable UK based shareholders to receive a UK dividend and thereby avoid being
double taxed on the Jersey dividend. Consequently all shareholders hold in addition to their shares in Flying Brands Limited an equivalent
number of shares in Flying Brands Holdings (UK) PLC.
Although the results for the 52 weeks ended 31 December 2004 of Flying Brands Holdings (UK) PLC are included in the consolidated
financial statements of Flying Brands Limited, in accordance with UK Company Law a separate set of financial statements for Flying Brands
Holdings (UK) PLC will be sent to shareholders.
RESULTS AND DIVIDENDS
The Group profit on ordinary activities before taxation amounted to £5.81m (2003: £5.58m). 
An interim dividend of 2.75p was paid in 2004 (2003: 2.53p).
The Directors recommend a final cash dividend for the year of 5.65p per ordinary share (2003: 5.22p).
Subject to the approval of members at the Annual General Meeting the dividend will be paid on 20 April 2005 to shareholders on the
register on 29 March 2005.
The retained profit for the financial year amounted to £2.30m (2003: £2.40m).
DIRECTORS
The Directors of the Company at the end of the year are shown on page 13. Mr DC Harbord, Mr MTN Dugdale and Mr LM Sanderson retire
by rotation, and, being eligible, offer themselves for re-election. The service contracts of all directors are noted in the remuneration
committee report on pages 40 to 43.
Biographical details of the Directors are given on page 13.
DIRECTORS’ AND CORPORATE GOVERNANCE REPORT 
14
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004 15
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
DIRECTORS’ INTERESTS
The interests of the Directors in the shares of the Company at 31 December 2004, together with their interests at 2 January 2004 are shown
in the Remuneration Committee Report on pages 40 to 43.
SHARE CAPITAL
Details of the share capital of the Company and the movements during the year, are set out in Note 21 to the accounts.
The Directors’ interests in share options are set out within the Remuneration Committee Report on page 43.
Apart from service contracts none of the Directors had a material interest in any contract of significance to which the Company or any of its
subsidiaries was a party during the financial year.
POLICY ON PAYMENT OF CREDITORS
It is Group policy, in respect of all of its suppliers, to settle the terms of payment when agreeing each transaction, to ensure that suppliers are
made aware of the terms of payment and to abide by those terms. In general the Group pays creditors at the end of the month following
date of invoice. The average number of creditor days in relation to trade creditors outstanding at the year end was 44 days.
CHARITABLE AND POLITICAL DONATIONS
The Company did not make any political or charitable donations during the year.
INTANGIBLE ASSETS
No value is attributed in the Balance Sheet to the Group's brand names or its extensive databases of customers.
SUBSTANTIAL SHAREHOLDINGS
As at 28 February 2005, other than the Directors‘ holdings noted above, the Company was aware of the following interests in 3% or more
of its issued share capital:
Sussex Research Limited: 3,615,999 (13.7%)
Fidelity International Limited and Mr Edward C Johnson 3rd: 851,600 (3.2%)
PURCHASE OF SHARES 
The company purchased 496,980 of it own shares having a nominal value of £4,970 for a total consideration of £999,990. This represents
1.9% of the company’s issued share capital. The shares were purchased because the directors were of the opinion that the purchase of its
own shares at an average price of £2.01p per share would enhance shareholder value.
EMPLOYEES
The Company‘s policy is to provide equal opportunities to all present and potential employees, including, where practical, those who are disabled.
There is regular communication with staff at all levels. Staff are kept informed of performance and objectives of the Group throughout the
year through their line managers, staff meetings and the Interim and Annual published results.
SECRETARY
The Secretary of the Company is Mr D C Harbord ACA who had been Secretary for the entire year.
AUDITORS
Following the conversion of our auditors PricewaterhouseCoopers to Limited Liability Partnership (LLP) from 1 October 2004,
PricewaterhouseCoopers resigned on 22 October 2004 and the directors appointed its successor, PricewaterhouseCoopers CI LLP , as auditors.
A resolution to appoint PricewaterhouseCoopers CI LLP as auditors to the company will be proposed at the annual general meeting.
CORPORATE GOVERNACE
The board is committed to ensuring the highest standards of corporate governance, and endorses with a small number of exceptions listed
below, the supporting principles and provisions set out in the Combined Code on Corporate Governance of the Financial Reporting Council
(“the Code”) which came into effect for financial years beginning after 1 November 2003. 
The Company has regularly updated its corporate governance policies and procedures to reflect the changes made to corporate governance
guidelines in the last few years. The following describes the ways in which the Company complies with the detailed provisions of the Code. 
It includes full disclosure of the limited number of areas in which the Company is non compliant, and explanations as to why this is so.
DIRECTORS’ AND CORPORATE GOVERNANCE REPORT CONTINUED 16
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
BOARD OF DIRECTORS
The Board meets at least eight times a year and currently comprises three Executive Directors and four Non-Executive Directors. 
NON-EXECUTIVE DIRECTORS
Years of Service as Meetings attended
Name Position Non-Executive Director Board Audit Remuneration
Mr A R Fryer Non-Executive Chairman – Non Independent
Chairman of Nominations Committee 5 8 – –
Mr L M Sanderson Senior Independent NED
Chairman of Remuneration Committee
Member of Audit Committee
Member of Nominations Committee 4 8 4 3
Mr T H S Trotter Independent NED
Chairman of Audit Committee
Member of Remuneration Committee
Member of Nominations Committee 4 8 4 3
Mr P I Fraser Substantial shareholder – Non Independent
Former Joint Chief Executive (1998 – 2000) 4 7 – –
The Non-Executive Directors meet once a year to review the performance of the Executive Directors. The performance of the Chairman is
reviewed informally on an annual basis by the other Non-Executive Directors, and in particular by the Senior Non-Executive Director. The
performance of the other Non-Executive Directors is reviewed informally by the Chairman on an annual basis. The Non-Executive Directors
have agreed to formalise these processes in 2005, to set objectives and appraise performance annually. 
The terms of appointment of the Non-Executive Directors are described in the Remuneration Committee report on pages 40 to 43, and are
made available for inspection at the AGM, along with the service contracts for the Executive Directors. None of the Non-Executive Directors
has a fixed term of office in his letter of appointment. The Company has agreed a policy that Non-Executive Directors will not exceed six
years in their role from the date of the board restructuring in March 2002 other than in exceptional circumstances.
The letter of appointment of the Chairman provides that he spends up to thirty and no less than twenty five days per year in the
performance of his duties. 
RE-ELECTION
The Articles of Association require each Director to retire and submit himself for re-election every three years, but also that at least one third
of the Directors must be submitted for re-election every year. As a result of these provisions and the number of Directors this normally means
that Directors retire and submit themselves for re-election every two years. 
On an annual basis, the Chairman considers the performance of the board and discusses with the Company Secretary the re-election process.
Given the continued success of the Company the Chairman has confirmed that those Directors being submitted for re-election in 2005 (as set
out on page 14) continue to be highly effective, qualified and committed to their respective roles.
BOARD OBJECTIVES
The key objectives of the Board are as follows:
• The agreement of strategy
• The agreement of the detailed set of objectives and policies that facilitate the achievement of strategy
• Monitoring the performance of executive management in the delivery of objectives and strategy
• Monitoring and safeguarding the financial position of the Company to ensure that objectives and strategy can be delivered
• Approval of major capital expenditure and other expenditure that is not part of the defined objectives or strategic plan
• Approving corporate transactions – this includes any potential acquisition or disposal
• Delegating clear levels of authority to the executive management team. This is represented by the defined system of internal controls which
is reviewed by the Audit Committee
• Providing the appropriate framework of support and remuneration structures to encourage and enable executive management to deliver
the objectives and strategies of the Company
• Monitoring the risks being entered into by the Company and ensuring that all of these are properly evaluated
• Approval of all external announcements
DIRECTORS’ AND CORPORATE GOVERNANCE REPORT CONTINUED 17
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
DIRECTORS’ AND CORPORATE GOVERNANCE REPORT CONTINUED
A schedule is maintained of matters reserved for Board decision.
The Board met eight times in 2004 and each Director attended every meeting during the year with the exception of Paul Fraser who attended
seven meetings but was unable to attend the meeting in December. 
For each Board meeting, each board member receives a full pack of required information, including financial reports, detailed project updates
and a formal agenda together with any relevant documentation. This pack is circulated a number of days in advance of the meeting. 
INSURANCE COVER
The Company maintains cover of £5m to cover its Directors and officers against the cost of defending themselves against civil legal
proceedings taken against them. To the extent permitted by law the company also indemnifies its Directors and officers. Neither protection
applies in the event of fraud or dishonesty.
NOMINATIONS COMMITTEE
The Nominations Committee meets once a year unless an exceptional need arises in relation to a matter of board appointment. Terms of
reference for the Nominations Committee do not exist because of the relatively low number of board appointments. On an annual basis the
Board considers the need to introduce formal terms of reference. Succession planning is considered in depth during the annual strategy
review by the Board. In the event of a new board appointment the Nominations Committee defines a job description and manages the
process by which a suitable individual is chosen.
No formal induction process exists for new Directors, but the Chairman ensures that each individual is given a tailored introduction to the
Company and the requirements of the role.
APPRAISAL OF EXECUTIVE DIRECTORS
The Chief Executive carries out an annual formal appraisal of the performance of the other Executive Directors which takes into account the
objectives set in the previous year and the individual’s performance in the fulfilment of these objectives. No formal appraisal has taken place
of the Chief Executive, however this process has now been put in place for 2005. The Chief Executive is given a formal schedule of objectives
on a bi-annual basis and progress against this is monitored by the Chairman. All the appraisals of the Executive Directors will be provided to
the Remuneration Committee.
REMUNERATION COMMITTEE
The report of the Remuneration Committee is included on pages 40 to 43. Formal terms of reference for the Remuneration Committee have
been documented and are made  available for review at the AGM. 
AUDIT COMMITTEE
Formal terms of reference for the Audit Committee have been documented and are made available for review at the AGM.
The terms of reference of the Audit Committee include the following requirements:
• To monitor the integrity of financial statements and of any formal announcements relating to the Company’s financial performance
• To review the Company’s internal controls and risk management systems
• To make recommendations to the Board in relation to internal control matters that need improvement or modification
• To make recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and to approve
remuneration
• To establish whistle blowing procedures. These were set up and communicated in 2004
No internal audit function exists due to the size of the Company. This is reviewed annually by the Audit Committee which reflects on any
increased risk or regulatory changes in the period under review in making their recommendation to the Board.
The Chairman of the Audit Committee does not have any direct, recent or relevant accountancy experience but the Board considers that he
has sufficient business experience to enable him to perform the role. 
The Company engages its auditors for some non audit services, including advice on taxation and VAT. The Audit Committee is satisfied that
the provision of these services does not compromise the independence of the auditors. The extent of these fees are documented in note 5 
of the annual report.
The Audit Committee meets at least four times a year. In addition to the two Non-Executive Directors, the external auditors and 
Finance Director are invited to attend part of the meetings where relevant. 18
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
DIRECTORS’ AND CORPORATE GOVERNANCE REPORT CONTINUED
INTERNAL CONTROLS
The Board is responsible for the Company’s system of internal control and for reviewing its effectiveness. The system of internal control is
formally documented and is designed to ensure effective and efficient operations and compliance with relevant laws and regulations. Such a
system can only provide reasonable and not absolute assurance against material misstatement or loss, as it is designed to manage, rather
than eliminate, the risk of failure to achieve business objectives. 
The Finance Director carries out a six monthly formal review of the Company’s system of internal controls and risk management systems. This
review is formally circulated to the Board and discussed as an agenda item. The Audit Committee raises any particular concerns relating to
internal controls and risk management systems and on occasion requires independent review of particular issues for its committee meetings.
On advice from the Audit Committee, the Board does not consider any additional independent verification of the system of internal control
to be required, on the basis of the size of the Company and the non complex nature of both its management systems and financial structure.
DIALOGUE WITH MAJOR SHAREHOLDERS
The Company places considerable importance on communications with shareholders. Regular meetings take place with major shareholders
with the Company delegating authority to the Chairman, CEO and Finance Director to present the strategy and financial results of the
Company. Major shareholders are made aware that the Senior Non-Executive Director is also available should they wish to communicate
directly with him but none have yet taken advantage of this provision.
ANNUAL GENERAL MEETING
At its AGM the Company complies with the provisions of the Code relating to the disclosure of proxy votes, the separation of resolutions and
attendance of directors, particularly committee chairmen. The timing of the despatch of the formal notice of the Annual General Meeting
also complies with the Code.
STATEMENT ON GOING CONCERN
The Directors, having made appropriate enquiries, confirm that they believe that the Group has adequate resources to continue in operational
existence for the foreseeable future and for this reason they continue to adopt the going concern basis in preparing the financial statements.
By order of the Board
D C Harbord Registered office
Secretary Retreat Farm
St Lawrence
11 March 2005 Jersey CI 19
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
2004 2003
(53 weeks)
notes £’000 £’000
(restated)
Turnover 2 35,768 35,912
Cost of sales (24,540) (24,670)
Gross profit 11,228 11,242
Operating expenses 3 (5,629) (6,052)
Operating profit 5,599 5,190
Profit on sale of subsidiaries and businesses 14 – 287
Profit on sale of freehold property – 23
Net interest receivable/(payable) and similar charges 4 209 75
Profit on ordinary activities before taxation 5 5,808 5,575
Tax on profit on ordinary activities 8 (1,346) (1,170)
Profit for the financial year 4,462 4,405
Dividends 10 (2,164) (2,010)
Retained profit for the year 23 2,298 2,395
Earnings per Ordinary Share 11 17.30p 16.86p
Exceptional items – (1.19p)
Adjusted Earnings per Ordinary Share 17.30p 15.67p
Diluted Earnings per Ordinary Share 11 17.11p 15.56p
All activities derive from continuing operations.
There is no material difference between the profit on ordinary activities before taxation and the retained 
profit for the year stated above and their historical cost equivalents.
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE 52 WEEKS ENDED 31 DECEMBER 2004 20
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
2004 2003
(53 weeks)
£’000 £’000
Profit for the financial year 4,462 4,405
Exchange adjustments offset in reserves – 12
Total recognised gains for the year 4,462 4,417
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
2004 2003
(53 weeks)
£’000 £’000
Profit for the financial year 4,462 4,405
Dividends (2,164) (2,010)
Retained profit 2,298 2,395
Purchase of own shares (1,000) (496)
Issue of own shares 207 104
Exchange difference – 12
Net increase in equity shareholders’ funds 1,505 2,015
Opening equity shareholders’ funds 14,351 12,336
Closing equity shareholders’ funds 15,856 14,351
RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS’ FUNDS
FOR THE 52 WEEKS ENDED 31 DECEMBER 2004 21
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
Group Group Company Company
2004 2003 2004 2003
notes £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 12 – 7 – –
Tangible assets 13 13,081 14,042 – –
Investments 15 820 927 22,189 22,321
13,901 14,976 22,189 22,321
Current assets
Stocks 16 2,674 2,394 – –
Debtors – due after more than one year 17 – 21 – –
– due within one year 17 1,322 996 1,199 2,544
Cash at bank and in hand 6,022 3,920 – 7
10,018 7,331 1,199 2,551
Creditors: amounts falling due within one year 18 (7,158) (6,804) (2,669) (1,356)
Net current assets/(liabilities) 2,860 527 (1,470) 1,195
Total assets less current liabilities 16,761 15,503 20,719 23,516
Creditors: amounts falling due after more than one year 19 (846) (1,007) – –
Provisions for liabilities and charges 20 (59) (145) – –
Net assets 15,856 14,351 20,719 23,516
Capital and reserves
Called-up share capital 21 265 268 264 267
Share premium 23 15,936 15,731 15,936 15,731
Revaluation reserve 23 457 464 – –
Capital reserve 23 (17) (17) 670 670
Capital redemption reserve 23 10 5 10 5
Profit and loss account 23 (795) (2,100) 3,839 6,843
Equity shareholders’ funds 15,856 14,351 20,719 23,516
The financial statements on pages 19 to 37 were approved by the 
Board of Directors on 11 March 2004 and signed on its behalf by
MTN Dugdale DC Harbord
Director Director
BALANCE SHEETS
AS AT 31 DECEMBER 2004 22
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
CONSOLIDATED CASH FLOW STATEMENT
FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
2004 2003
(53 weeks)
notes £’000 £’000
Net cash inflow from operating activities 24 6,754 7,689
Returns on investments and servicing of finance
Interest received 209 75
Taxation
Jersey tax paid (520) (677)
UK corporation tax paid (666) (563)
(1,186) (1,240)
Capital expenditure and financial investment
Payment to acquire tangible fixed assets (976) (994)
Receipts from sales of tangible fixed assets 49 345
(927) (649)
Acquisitions and disposals
Receipt of deferred consideration – 495
Equity dividends paid (2,062) (1,975)
Net cash inflow before financing 2,788 4,395
Financing
Issue of ordinary share capital 207 104
Capital element of finance lease payments – (89)
Banks loan repayments – (1,200)
Exercise of options held in ESOP 107 15
Payments to buy own shares (1,000) (496)
Net cash outflow from financing (686) (1,666)
Increase in cash 26 2,102 2,729 23
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
1  PRINCIPAL ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain freehold land and
buildings and in accordance with accounting standards currently applicable in the United Kingdom. The Directors consider that the
accounting policies set out below are suitable, have been consistently applied, and are supported by reasonable judgements and estimates.
Basis of consolidation
The consolidated financial statements include the assets, liabilities and results of the Company and all its subsidiary undertakings. The results
of subsidiary undertakings acquired or disposed of during the year are included in the consolidated profit and loss account from the date of
their acquisition or up to the date of disposal.
Intra-Group sales and profits are eliminated on consolidation, and all sales and profit figures relate to external transactions only.
Turnover
Turnover represents the invoiced value of goods supplied and is stated net of VAT. Turnover is recognised at the date of despatch of goods to
customers. Any refunds or replacements are recognised in the period in which the refund or replacement is made. Credit card commission and
the cost of overseas bouquets are treated as costs of sales.
Goodwill and intangible assets
Purchased goodwill is capitalised, classified as an asset and amortised over its estimated useful economic life. The gain or loss on the disposal
of a subsidiary or associated undertaking is calculated by comparing the carrying value of the net assets sold (including any unamortised
goodwill) with the proceeds received. Prior to 1998 the Group’s policy was to write off goodwill in the year of acquisition to the profit and
loss account reserve. Any permanent diminution in value is recognised by immediate write-off through the profit and loss account.
Other intangible fixed assets are amortised on a straight line basis over their estimated useful economic lives ranging from 5 to 7 years.
Tangible fixed assets
Interest in land and buildings is stated at cost or valuation. The group has taken advantage of the transitional provision available under 
FRS 15 (Tangible Fixed Assets) which allows for the book value of the freehold land and buildings to be ‘frozen’ and treated as historic cost.
Freehold land and buildings were last revalued for the purpose of the financial statements on 1 July 1993. Fixed assets held under finance
leases are stated at the present value of the minimum lease payments due at the inception of the lease, or at fair value where this is
considered a sufficiently close approximation to present value. Other tangible fixed assets are stated at their purchase price, including any
incidental expenses of acquisition.
Depreciation is calculated to write down the net book value of tangible fixed assets, less their estimated residual value, on a straight line
basis, over the expected useful economic lives of the assets concerned. The principal annual rates used for this purpose are:
%
Freehold land and buildings, including glasshouses 0 – 4
Plant and equipment 10 – 20
Computer hardware, included in plant and equipment 20 – 33
1
/3
Motor vehicles, including tractors 15 – 25
Fixed asset investments
Investments held as fixed assets are stated at cost less provision for any impairment.
NOTES TO THE FINANCIAL STATEMENTS 24
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
1  PRINCIPAL ACCOUNTING POLICIES CONTINUED
Stock
Stocks are valued at the lower of cost and net realisable value. In general, cost is determined on a first in first out basis and includes transport
and handling costs. Net realisable value is the price at which stocks can be sold in the normal course of business after allowing for the costs
of realisation. Provision is made where necessary for obsolete, slow moving and defective stocks.
Included within goods held for resale are certain First Day Cover stocks. These stocks are valued as a proportion of their anticipated realisable
value, as a best estimate of the lower of cost and net realisable value, based on the expert opinion of the Group’s philatelists. Provision is
made for slow moving stock.
Prepayments
The seasonality of the business at Gardening Direct means that certain external costs relating to order processing and marketing for the
Spring season are included in prepayments.
Marketing expenditure
The Group charges external campaign marketing expenditure to the profit and loss account in the accounting period in which the related
sales campaign takes place. Any losses on recruitment sales are taken to the profit and loss account as incurred.
Finance leases
Where fixed assets are financed by entering into leasing agreements, which transfer to the lessee substantially all benefits and risks of
ownership, the assets are treated as if they had been purchased and are included in tangible fixed assets, and the capital element of the
leasing commitments is shown as obligations under finance leases. The lease rentals are treated as consisting of capital and interest elements;
the capital element is applied to reduce the outstanding obligations and the interest element is charged against profit, in proportion to the
reducing capital element outstanding. Assets held under finance leases are depreciated over the shorter of the lease terms and the estimated
useful lives of the assets.
Operating leases
Rentals payable under operating leases are taken to the profit and loss account on a straight line basis over the lease term.
Foreign currencies
Transactions denominated in foreign currencies are translated into sterling at the exchange rate ruling when the transaction was entered into.
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the exchange rate ruling at the balance sheet
date. Exchange gains or losses are included in operating profit. The results of subsidiary undertakings denominated in foreign currencies are
translated at the average exchange rate for the year.
Taxation
The charge for taxation is based on the results for the year as adjusted for tax purposes.
Deferred taxation
Deferred taxation is provided on all timing differences arising from the different treatment of items for accounts and taxation proposes,
calculated at rates at which it is estimated that tax will arise. Deferred tax balances are not discounted.
Pensions
The Group makes contributions to some employees’ and Directors’ personal pension plans which are accounted for on an accruals basis.
Accounting policies
There was only one change to accounting policy in the year which was to record sales for the Flying Flowers brand on a basis consistent with
other brands. The change in policy means that credit card commission and the costs of overseas bouquets are treated as a cost of sales rather
than as a deduction from turnover. The effect of this in 2004 was to increase turnover and cost of sales by £0.55m. The effect on 2003 was
to increase turnover and cost of sales by £0.58m.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 25
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2  SEGMENTAL ANALYSIS
The Directors of Flying Brands Limited are of the opinion that, whilst the Group markets a number of different brands, all the business of the
Group is operated within the mail order retail segment.
TURNOVER BY GEOGRAPHICAL AREA 2004 2003
Sales by Sales by Sales by Sales by
destination origin destination origin
(53 weeks) (53 weeks)
£’000 £’000 £’000 £’000
(restated) (restated)
Jersey, Channel Islands 75 33,248 115 32,641
United Kingdom 34,741 2,520 34,789 3,271
Europe 367 – 357 –
Outside Europe 585 – 651 –
35,768 35,768 35,912 35,912
PROFITS AND ASSETS BY GEOGRAPHICAL AREA 2004 2003
Profit before Net Profit before Net
taxation assets taxation assets
(53 weeks)
£’000 £’000 £’000 £’000
Jersey, Channel Islands 4,195 23,200 3,705 22,179
United Kingdom 1,613 (7,344) 1,870 (7,828)
Europe –– ––
Outside Europe –– ––
5,808 15,856 5,575 14,351
3  OPERATING EXPENSES
2004 2003
(53 weeks)
£’000 £’000
Selling and distribution 839 741
Administrative expenses 4,790 5,311
5,629 6,052 26
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
4  NET INTEREST RECEIVABLE/(PAYABLE) AND SIMILAR CHARGES
2004 2003
(53 weeks)
£’000 £’000
Interest payable on finance leases and hire purchase contracts – (2)
Interest receivable 209 77
209 75
5  PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
2004 2003
(53 weeks)
£’000 £’000
Profit on ordinary activities before taxation is stated after charging/(crediting): 
Depreciation charge for the year:
Tangible owned fixed assets 1,860 2,071
Amortisation of intangible assets 7 88
Auditors’ remuneration (parent company £nil (2003: nil)) 74 72
Auditors’ remuneration (tax compliance services) 24 24
Auditors’ remuneration (other taxation advisory services) 44 59
(Profit)/loss on sale of tangible fixed assets 28 (26)
Hire of land and buildings under operating leases 13 27
6  DIRECTORS’ EMOLUMENTS
2004 2003
(53 weeks)
£’000 £’000
Fees 123 118
Salary and benefits 473 475
Pension 33 34
629 627
The detailed numerical analysis of Directors’ remuneration is included in the Remuneration Committee Report on page 42 and forms part of
these financial statements. 27
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
7  EMPLOYEE INFORMATION
The average monthly number of persons (including Executive Directors) employed by the Group during the year was as follows:
2004 2003
(53 weeks)
Number Number
341 335
2004 2003
(53 weeks)
£’000 £’000
Staff costs (for the above persons)
Wages and salaries 5,419 5,246
Social security costs 368 398
5,787 5,644
8  TAX ON PROFIT ON ORDINARY ACTIVITIES
2004 2003
(53 weeks)
£’000 £’000
Current tax
Jersey income tax at 20% 849 714
UK corporation tax at 20% to 30% 549 590
Over/(under) provision in previous years 34 (31)
Total current tax 1,432 1,273
Deferred tax
Decrease in provision for the year (see note 20) (86) (103)
Total tax on profit on ordinary activities 1,346 1,170 28
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
8  TAX ON PROFIT ON ORDINARY ACTIVITIES CONTINUED
The tax assessed for the period is different from the standard rate of income tax, as explained below: 
2004 2003
(53 weeks)
£’000 £’000
Profit on ordinary activities before tax 5,808 5,575
Profit on ordinary activities multiplied by the standard rate of Jersey income tax of 20% 1,162 1,115
Adjustments to tax in respect of prior periods 34 (28)
Adjustments in respect of foreign tax rates (principally UK) 106 174
Expenses not deductible for taxation purposes 22 14
Depreciation in excess of Capital allowances 127 133
Permanent differences (19) (135)
Current tax charge for period 1,432 1,273
9  PROFIT FOR THE FINANCIAL YEAR
Of the profit for the financial year, the parent company’s profit of £27,000 (2003: profit £108,000) is dealt with in the financial statements of
Flying Brands Limited.
10  DIVIDENDS
2004 2003
(53 weeks)
£’000 £’000
Dividends on equity shares:
Interim paid dividend of 2.75p per ordinary share (2003: 2.53p) 706 662
Final proposed dividend of 5.65p per ordinary share (2003: 5.22p) 1,453 1,356
Under/(over) provision in prior year 5 (8)
2,164 2,010
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 29
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
11  EARNINGS PER ORDINARY SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of
ordinary shares in issue during the year, excluding those held in the employee share trust which have not vested unconditionally to the
employee and are accordingly ignored for this purpose.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive
potential ordinary shares. The Group has only one category of dilutive potential ordinary shares: those share options granted to
employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year.
2004 2003
Weighted Weighted
average average
Earnings number Earnings number
£’000 of shares £’000 of shares
Basic 4,462 25,795,412 4,405 26,124,989
Diluted 4,462 26,076,592 4,405 26,285,229
12  INTANGIBLE FIXED ASSETS
THE GROUP Intellectual
property
£’000
Cost
At 2 January 2004 and 31 December 2004 398
Amortisation
At 3 January 2004 391
Charge for the year 7
At 31 December 2004 398
Net book value at 31 December 2004 –
At 2 January 2004 7
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 30
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
13  TANGIBLE FIXED ASSETS
THE GROUP Freehold land Plant and Motor
and buildings equipment vehicles Total
£’000 £’000 £’000 £’000
Cost or valuation
At 2 January 2004 11,105 13,631 284 25,020
Additions 326 473 177 976
Disposals (10) (1,281) (120) (1,411)
At 31 December 2004 11,421 12,823 341 24,585
Depreciation
At 2 January 2004 1,670 9,167 141 10,978
Charge for the year 335 1,466 59 1,860
Disposals (9) (1,243) (82) (1,334)
At 31 December 2004 1,996 9,390 118 11,504
Net book value at 31 December 2004 9,425 3,433 223 13,081
At 2 January 2004 9,435 4,464 143 14,042
14  PROFIT ON SALE OF SUBSIDIARIES AND BUSINESSES
The Group disposed of the Blooms of Bressingham Limited nursery business in 1998, part of the consideration for which was deferred.
During 2003 the Group received the final settlement of the outstanding amount due which resulted in an exceptional gain of £308,000
being recognised. The group also incurred fees of £21,000 on the liquidation of its Holland subsidiary, Bunches BV the assets of which 
were sold in 2000.
15  FIXED ASSET INVESTMENTS
THE GROUP 2004 2003
£’000 £’000
Investments at cost
Own shares
587,925 ordinary shares (2003: 668,140) of 1p each in Flying Brands Limited
(Market value at 31 December 2004: £1,219,944 (2003: £978,825)) 820 927
Own Shares
These shares are held in an ESOP trust and are all under option to employees and form part of the options described in the Remuneration
Committee Report and Note 22 to the financial statements. None of the option exercise prices are lower than the cost of the shares and
therefore no charge to the profit and loss account arises. All dividends are waived whilst the shares are held in the ESOP trust.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 15  FIXED ASSET INVESTMENTS CONTINUED
THE COMPANY 2004 2003
£’000 £’000
Investments in wholly owned subsidiary companies at written down cost
Flying Flowers International Limited 9,000 ordinary £1 shares 15,921 15,921
Benham Collectors Club Limited 10 ordinary £1 shares 185 185
16,106 16,106
Advances to Group companies
Flying Flowers International Limited 6 6
Flying Brands Holdings (UK) PLC 1,924 1,924
Flying Flowers (UK) Limited 3,333 3,358
21,369 21,394
Own shares (see above) 820 927
22,189 22,321
The loans due from Flying Flowers International Limited, Flying Brands Holdings (UK) PLC and Flying Flowers (UK) Limited are interest-free 
and unsecured with no fixed terms of repayment. In the opinion of the Directors the loans are recoverable in full.
Interest in principal Group undertakings
The Directors consider that to give full particulars of all subsidiary undertakings would lead to a statement of excessive length. The following
information relates to those subsidiary undertakings whose results or financial position, in the opinion of the Directors, principally affect the Group:
Proportion of nominal value 
Country of Description of Principal of issued shares held by
Name of subsidiary incorporation shares held activity Group Company
Flying Flowers (Jersey) Limited Jersey Ordinary £1 shares Mail order flowers 100% –
DPA Direct Limited England & Wales Ordinary £1 shares Mail order plants 100% –
Benham Covers Limited England & Wales Ordinary 10p shares Mail order first day covers 100% –
16  STOCKS
Group Company Group Company
2004 2004 2003 2003
£’000 £’000 £’000 £’000
Raw materials 813 – 659 –
Goods for resale 1,768 – 1,673 –
Livestock 13 – 13 –
Growing stock 80 – 49 –
2,674 – 2,394 –
31
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 32
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
17  DEBTORS
Group Company Group Company
2004 2004 2003 2003
£’000 £’000 £’000 £’000
Amounts falling due within one year
Trade debtors 161 – 109 –
Other debtors 1– 57 –
Prepayments and accrued income 1,160 – 830 –
Amounts owed by subsidiary undertakings – 1,199 – 2,544
1,322 1,199 996 2,544
Amounts falling due after more than one year
Advance corporation taxation recoverable –– 21 –
Total debtors 1,322 1,199 1,017 2,544
The amounts owed by subsidiary undertakings are interest free and unsecured with no fixed terms of repayment, with the exception of an
amount of £404,000 which bears interest at 2.5% above the bank base rate and which is repayable by monthly instalment. 
18  CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company Group Company
2004 2004 2003 2003
£’000 £’000 £’000 £’000
Bank overdraft – 1,212 ––
Trade creditors 3,844 – 3,578 –
Current taxation 969 – 583 –
Other creditors and accruals 892 4 1,287 –
Dividend payable 1,453 1,453 1,356 1,356
7,158 2,669 6,804 1,356
19  CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Company Group Company
2004 2004 2003 2003
£’000 £’000 £’000 £’000
Taxation 846 – 1,007 –
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 33
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
20  PROVISIONS FOR LIABILITIES AND CHARGES
£’000
Deferred tax
At 2 January 2004 145
Credited to the profit and loss account (see note 9) (86)
At 31 December 2004 59
The deferred tax liability is in respect of accelerated capital allowances.
21  CALLED-UP SHARE CAPITAL
2004 2003
£’000 £’000
Authorised
35,000,000 Ordinary shares of 1p each 350 350
Allotted, called up and fully paid
26,307,818 (2003: 26,644,861) Ordinary shares of 1p each 264 267
A Shares in Flying Brands Holdings (UK) PLC
26,307,818 (2003: 26,644,861) Ordinary shares of 0.005p each 1 1
265 268
A total of 159,937 shares were issued during the year in satisfaction of employee share options. During the year the company repurchased
496,980 ordinary shares of 1p each with a nominal value of £4,970 for a total consideration of £999,980.
22  OPTIONS IN SHARES OF FLYING BRANDS LIMITED
In addition to the Directors’ share options disclosed in the Directors’ Report the following options have been granted to employees and
remain capable of exercise: 
No. of Ordinary Exercise
Date of Grant Exercise Period Shares Price
18 September 1996 18 September 1999 to 18 September 2006 23,489 149.04p
20 August 1999 20 August 2000 to 20 August 2007 25,699 299.67p
14 October 1998 14 October 2001 to 14 October 2008 43,459 117.96p
14 October 1999 14 October 2002 to 14 October 2009 7,954 134.69p
29 December 2000 29 December 2003 to 29 December 2010 7,105 123.00p
21 March 2001 21 March 2004 to 21 March 2011 71,759 108.00p
4 March 2002 4 March 2005 to 4 March 2012 76,883 166.00p
19 May 2004 19 May 2007 to 19 May 2014 184,935 192.50p
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 34
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
23  SHARE PREMIUM AND RESERVES
THE GROUP Capital
Share Revaluation Capital redemption Profit and
premium reserve reserve reserve loss account
£’000 £’000 £’000 £’000 £’000
At 3 January 2004 15,731 464 (17) 5 (2,100)
Profits retained for the year – – – – 2,298
Share buyback – – – 5 (1,000)
Transfer between reserves – (7) – – 7
New issue of shares 205 ––––
At 31 December 2004 15,936 457 (17) 10 (795)
THE COMPANY Capital
Share Revaluation Capital redemption Profit and
premium reserve reserve reserve loss account
£’000 £’000 £’000 £’000 £’000
At 2 January 2004 15,731 – 670 5 6,843
Transfer from profit and loss account – – – – (2,004)
Share buyback – – – 5 (1,000)
New issue of shares 205 ––––
At 31 December 2004 15,936 – 670 10 3,839
Cumulative historic goodwill written-off to reserves
£’000
At 2 January 2004 and 31 December 2004 3,723
Capital reserve
The capital reserve of the Group comprises a premium of £104,000 which was written-off in 1988 on the purchase of the minority interest in
the subsidiary company, Retreat Farm (1988) Limited, (now Flying Flowers (Jersey) Limited), and the assignment of a loan in 1982 of £87,000.
A gain on sale of subsidiaries of £687,000 arose following a Group reorganisation during 1995.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 24  RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
2004 2003
£’000 £’000
Operating profit 5,599 5,190
Depreciation 1,860 2,071
(Profit)/loss on sale of tangible fixed assets 28 (3)
Decrease/(increase) in stocks (280) 442
Decrease/(increase) in debtors (326) 270
(Decrease)/increase in creditors (134) (369)
Amortisation of other intangible assets 7 88
Net cash inflow from operating activities 6,754 7,689
25  RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS/(DEBT)
2004 2003
£’000 £’000
Increase in cash in the year 2,102 2,729
Cash outflow from reduction in debt and lease financing – 1,289
Movement in net debt in the year 2,102 4,018
Net funds at 2 January 2004 3,920 (98)
Net funds at 31 December 2004 6,022 3,920
26  ANALYSIS OF CHANGES IN NET DEBT
At At
2 January 31 December
2004 Cash flows 2004
£’000 £’000 £’000
Cash at bank and in hand 3,920 2,102 6,022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
35
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004 36
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
27  COMMITMENTS
Financial Commitments
At 31 December 2004 the Group had annual commitments under non-cancellable operating leases as follows:
2004 2003
Land & Land &
buildings buildings
£’000 £’000
Expiring between 1 and 2 years – 2
Expiring between 2 and 5 years 13 25
13 27
Capital Commitments
2004 2003
£’000 £’000
Authorised and contracted for 114 128
28  CONTINGENT LIABILITIES
(a) All Jersey and UK based Group companies have given unlimited guarantees to Barclays Bank PLC in respect of facilities provided to 
the Group.
(b) There are unregistered promissory notes of £8,250,000 in respect of the Group’s freehold property.
(c) The Company provided a guarantee in respect of an operating lease commitment of Stanley Gibbons Holdings Plc (part of The Stanley
Gibbons Group Limited) on 16 August 2000. The lease is for £300,000 p.a. and expires in 2010.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 37
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
29  FINANCIAL INSTRUMENTS
The section headed Treasury Policy within the Financial Review on page 12 details the Group’s policy for the holding and issuing of financial
instruments. FRS 13 ‘Derivatives and other financial instruments disclosures’ requires numerical  disclosures in respect of financial assets and
liabilities and these are set out below. The Group has taken advantage of the exemption available under the FRS and details in respect of
short term debtors and creditors are accordingly excluded. The Group has no financial assets other than cash, investments and debtors.
(a) Fair value of financial assets and liabilities
2004 2003
Book value Book value
£’000 £’000
Financial assets
Cash at bank and in hand 6,022 3,920
Fixed asset investments (note 16) 820 927
6,842 4,847
Financial liabilities
Bank loans – –
Finance leases – –
– –
The fair value which has been calculated by discounting expected cash flows at prevailing interest rates at the year end is not materially
different from the book value.
(b) Maturity and Interest Rate Profile
The group had no financial liabilities other than short term trade creditors and accounts, which are all documented in £ sterling, at 
2 January 2004 and 31 December 2004.
(c) Currency exposures
Foreign currency exposure based on net foreign currency monetary assets is £nil (2003: £nil).
(d) Gains and losses on hedges
There are no unrecognised or deferred gains and losses on hedges on long term liabilities.
30  PENSION ARRANGEMENTS
For many employees the Group makes contributions to personal defined contribution schemes based on a fixed percentage of those
employees’ basic remuneration.
30  RELATED PARTY
Mr T H S Trotter is Chairman of Smithfield Consultants Limited, who were paid £26,346 during the year for financial public relations
consultancy services.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 38
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
2000 2001 2002 2003 2004
£’000 £’000 £’000 £’000 £’000
(restated) (restated) (restated) (restated)
Turnover 43,989 33,350 37,110 35,912 35,768
Operating profit before exceptional items and goodwill 3,533 4,671 4,889 5,190 5,599
Net interest (payable)/receivable (396) (216) (88) 75 209
3,137 4,455 4,801 5,265 5,808
Exceptional items (175) (104) (297) 23 –
Goodwill –––– –
(Loss)/profit on sale of subsidiaries and businesses (2,908) – – 287 –
Profit/(loss) before taxation 54 4,351 4,504 5,575 5,808
Taxation (874) (899) (977) (1,170) (1,346)
Profit/(loss) after taxation (820) 3,452 3,527 4,405 4,462
Dividends (1,941) (1,930) (1,964) (2,010) (2,164)
Retained profit/(loss) (2,761) 1,522 1,563 2,395 2,298
Adjusted earnings per share 10.73p 13.52p 14.31p 15.67p 17.30p
Earnings per share (3.10)p 13.13p 13.43p 16.86p 17.30p
Dividends per share 7.35p 7.35p 7.50p 7.75p 8.40p
Share capital and premium 15,817 15,817 15,899 15,999 16,201
Reserves (6,369) (5,128) (3,563) (1,648) (345)
Net assets excluding goodwill 9,448 10,689 12,336 14,351 15,856
*This result includes companies disposed of and demerged during the relevant periods.
FIVE YEAR SUMMARY 39
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
We have audited the financial statements which comprise the consolidated profit and loss account, the statement of total recognised gains
and losses, the reconciliation of movements in equity shareholders’ funds, the balance sheets, the consolidated cash flow statement and the
related notes.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable Jersey law and
United Kingdom accounting standards are set out in the statement of directors’ responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom
Auditing Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the
company’s members as a body in accordance with Article 110 of the Companies (Jersey) Law 1991 and for no other purpose. We do not, in
giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or in to whose
hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view and have been properly prepared in accordance
with the Companies (Jersey) Law. We also report to you if, in our opinion, the directors’ report is not consistent with the financial statements,
if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit
or if information specified by the Listing Rules regarding directors’ remuneration and transactions is not disclosed.
We read the other information contained in the Annual Report and consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements. The other information comprises the chairman’s statement,
the chief executive’s report, the financial review, the directors’ and corporate governance report, and the remuneration committee report.
We review whether the corporate governance statement reflects the company’s compliance with the nine provisions of the 2003 FRC
Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not
required to consider whether the board’s statements on internal control cover all risks and controls, or to form an opinion on the
effectiveness of the group’s corporate governance procedures or its risk and control procedures.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant
estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are
appropriate to the group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide
us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by
fraud or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the
financial statements.
OPINION
In our opinion the financial statements give a true and fair view of the state of affairs of the company and of the group at 31 December 2004
and of the profit and cash flows of the group for the year then ended in accordance with United Kingdom accounting standards and have
been properly prepared in accordance with the Companies (Jersey) Law 1991.
PricewaterhouseCoopers CI LLP
Chartered Accountants
Jersey, Channel Islands
11 March 2005
The maintenance and integrity of the Flying Brands Limited web site is the responsibility of the directors; the work carried out by the auditors
does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have
occurred to the financial statements since they were initially presented on the web site.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
AUDITORS’ REPORT
Independent Auditors Report to the members of FLYING BRANDS LIMITED 40
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
The Remuneration Committee presents its report for the 52 weeks ended 31 December 2004.
MEMBERSHIP OF THE REMUNERATION COMMITTEE
At 31 December 2004, the Remuneration Committee is comprised of Mr LM Sanderson (Chairman) and Mr THS Trotter, the two independent
Non-Executive Directors on the Board.
The Committee makes its decisions following consultation with the Chief Executive and the other Non-Executive Directors. No other third
parties have provided advice that materially assisted the Remuneration Committee during the year.
The remuneration of the Non-Executive Directors with the exception of the Chairman, is determined by the Board. 
COMPLIANCE
The Company has complied materially with The United Kingdom Directors’ Remuneration Report Regulations 2002 (“the Regulations”). 
In accordance with the Regulations, a resolution to approve this report will be proposed at the Annual General Meeting (“AGM”) of the
Company. The vote will have advisory status, will be in respect of the remuneration policy and overall remuneration packages and will not 
be specific to individual levels of remuneration.
REMUNERATION POLICY FOR EXECUTIVE DIRECTORS
The Remuneration Committee seeks to provide the remuneration packages necessary to attract, retain and motivate Executive Directors of
the quality required to manage the business of the Group and seeks to avoid paying more than is necessary for this purpose. In establishing
the level of remuneration of each Director the Committee has regard to packages offered by similar companies. 
Consistent with this policy, the benefit packages awarded to Executive Directors comprise a mix of performance and non-performance
elements. The proportion of each Executive Director’s pay that is based on performance ranges from 45% for the Chief Executive if the
Group achieves a 15% increase in adjusted Earnings Per Share (“EPS”), to 45% for each of the other Executive Directors if the Group
achieves an 18% increase in adjusted profit before taxation over the prior year. 
The main components of the remuneration packages for Executive Directors are:
a) Contracts
All Executive Directors have a one-year rolling service contract and contractual termination payments in all cases equal the value of Director’s
annual salary together with benefits and accrued bonus.
b) Basic salary and benefits
Salaries and benefits are approved annually. Basic benefits include a fully expensed company car together with private medical insurance,
death in service cover and PHI.
c) Bonuses
There are 2 separate bonus schemes.
The Chief Executive has a contractual scheme that is based on the increase in adjusted EPS over the prior year. Payments start at the level of
20% of salary for the achievement of 5% plus the increase in the retail price index for the year (“RPI”) over prior year, and increases at 2.5%
for each additional 1% increment in EPS. The maximum payment under the scheme is 45% for achievement of 15% plus RPI of adjusted EPS
above prior year.
The other two Executive Directors also have contractual schemes based on an increase in adjusted  profit before taxation. These payments
commence at a payment of 10% of salary for achievement of an 8% increase in adjusted profit before taxation and increases up to a
maximum of a 45% bonus for an increase of 18% in adjusted profit before taxation over the prior year.
d) Share Option Schemes
Awards of Share Options to Directors and senior employees have been made in the past as an incentive to improve the Group’s performance. 
The original scheme was set up in 1993 for a period of 10 years and no further options can now be granted under that scheme. Exercise of
options granted under the 1993 scheme are subject to a performance condition. The condition is that an average annual increase in the
adjusted EPS in excess of 5% plus RPI must have been achieved during any consecutive three year period prior to the date of exercise of the
option, with the first year commencing no earlier than the financial year ending in the 12 months prior to the date the option was granted.
REMUNERATION COMMITTEE REPORT 41
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
REMUNERATION COMMITTEE REPORT CONTINUED
A new scheme was set up in 2004 for a period of 10 years. Exercise of options granted from 2004 are subject to a performance condition.
The condition is that the average annual increase in the adjusted EPS in excess of 5% plus RPI must have been achieved in the 3 years
following the date of the grant of the option.
e) Pensions
Executive Directors select a money purchase scheme and the company makes a payment of 9% of salary, excluding bonus and benefits, per
year to the chosen scheme.
PERFORMANCE GRAPH
As required by the Regulations the graph below shows the performance of Flying Brands Limited, measured by total shareholder return (total
share price growth plus dividends paid), against a ‘broad equity market index’ over the past five years. We have chosen the All Share Index
because this is a recognised broad equity market index of which Flying Brands Limited is a member.
The Group has performed ahead of the All Share Index since the demerger of Stanley Gibbons Group Limited in September 2000.
260
240
220
200
180
160
140
120
80
60
40
2000 2001 2002 2003 2004
Flying Brands – TOT Return Index
FTSE Actuaries All Share – TOT Return Index
source: DATASTREAM 42
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
REMUNERATION COMMITTEE REPORT CONTINUED
NON-EXECUTIVE DIRECTORS
The Non-Executive Directors’ terms of engagement are set out in a letter of appointment. The Chairman has a one-year rolling term of office.
The other Non-Executive Directors have a six-month rolling term of office unless they are not re-elected at the AGM. None of the Non-Executive
Directors’ appointments have a fixed term.
DIRECTORS’ INTERESTS IN 31 December 2 January
THE COMPANY’S SHARES 2004 2004
T K Boden 27,900 27,900
M T N Dugdale 30,000 30,000
P I Fraser 5,646,719 5,646,719
A R Fryer 15,500 15,500
D C Harbord 1,000 1,000
L M Sanderson 30,012 30,012
T H S Trotter 13,000 13,000
The Directors’ interests in shares are all beneficial.
There has been no change in the interests set out above between 31 December 2004 and 11 March 2005.
AUDITABLE INFORMATION
The following tables and supporting notes have been audited:
DIRECTORS’ EMOLUMENTS 2004 2003
Salary & Fees Bonus Pension Benefits Total Total
£’000 £’000 £’000 £’000 £’000 £’000
A R Fryer 62 – – – 62 60
M T N Dugdale 185 47 17 14 263 253
D C Harbord 101 15 9 12 137 129
T K Boden 79 12 7 8 106 100
P I Fraser 19 – – – 19 18
L M Sanderson 21 – – – 21 20
T H S Trotter 21 – – – 21 20
T Dunningham* ––––– 27
488 74 33 34 629 627
* Employed by the Group as a Director for Part of the year.
Mr MTN Dugdale is a Non-Executive Director of Digivate Limited. He receives an annual fee of £6,000 and attends meetings, as agreed, in
time allowed by the Group. 
Mr AR Fryer’s services were invoiced by Tuckenhay Consultants Limited.
Mr THF Trotter’s services were invoiced by Trotter and Company Limited. 43
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
REMUNERATION COMMITTEE REPORT CONTINUED
DIRECTORS’ SHARE OPTIONS Earliest Exercise
exercise Expiry price Number at Granted Exercised Number at
Date of grant date date (1p shares) 3 Jan 2004 in year in year 31 Dec 2004
M T N Dugdale
04.11.02 04.11.05 04.11.12 124.00 282,258 – – 282,258
19.05.04 19.05.07 19.05.14 192.50 – 93,766 – 93,766
282,258 93,766 – 376,024
DC Harbord
07.04.99 07.04.02 07.04.09 131.51 98,879 – 98,879 –
21.03.01 21.03.04 21.03.11 108.00 78,703 – – 78,703
04.03.02 04.03.05 04.03.12 166.00 42,169 – – 42,169
19.05.04 19.05.07 19.05.14 192.50 – 50,909 – 50,909
219,751 50,909 98,879 171,781
T K Boden
18.09.96 18.09.99 18.09.06 149.04 19,463 – – 19,463
14.10.98 14.10.01 14.10.08 117.96 18,019 – – 18,019
29.12.00 29.12.03 29.12.10 123.00 22,561 – – 22,561
04.03.02 04.03.05 04.03.12 166.00 37,349 – – 37,349
19.05.04 19.05.07 19.05.14 192.50 – 40,260 – 40,260
97,392 40,260 – 137,652
P I Fraser
14.10.98 14.10.01 02.09.05 117.96 144,156 – – 144,156
All share options were granted at nil cost to the Directors and were in respect of past performance.
No share options have lapsed during the financial year ended 31 December 2004 and none of the terms and conditions of the share options
was varied during the year.
The market price of the shares on 22 February 2005 was £2.05. The range of market prices during the year was between £1.43 and £2.36.
The options referred to above have been granted under the UK and Jersey Executive Share Option Schemes.
Apart from the share option schemes described above, the Group is not party to any arrangements whereby Directors or their families may
acquire interests in the Company or any other company.
DC Harbord made a taxable gain of £56,351 on exercise of share options in March 2004.
PI Fraser was granted his share options during his term of office as an Executive Director.
L M Sanderson
Chairman of the Remuneration Committee
11 March 2005 44
FLYING BRANDS LIMITED  ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
Notice is hereby given that the Annual General Meeting of Flying Brands Limited will be held at Retreat Farm, St Lawrence, Jersey, Channel Islands
on Tuesday 12 April 2005 at 9.30 am for the following purposes:
Ordinary Business
Resolution 1 To receive and adopt the accounts for the 52 weeks ended 31 December 2004 and the Reports of the Directors and Auditors thereon.
Resolution 2 To approve the Remuneration Committee Report for the 52 weeks ended 31 December 2004.
Resolution 3 To declare a final net dividend for the 52 weeks ended 31 December 2004 of 5.65 pence per share.
Resolution 4 To re-appoint Mr DC Harbord, who retires in accordance with Article 117 of the Articles of Association and offers himself for re-election, as a 
Director of the Company.
Resolution 5 To re-appoint Mr MTN Dugdale, who retires in accordance with Article 117 of the Articles of Association and offers himself for re-election, as a 
Director of the Company.
Resolution 6 To re-appoint Mr LM Sanderson, who retires in accordance with Article 117 of the Articles of Association and offers himself for re-election, as a 
Director of the Company.
Resolution 7 To appoint PricewaterhouseCoopers CI LLP, as Auditors of the Company and to authorise the Directors to determine their remuneration.
Special Business
To consider the following business and if thought fit to pass Resolution 8 as a Special Resolution:
Resolution 8 That the Company be generally and unconditionally authorised pursuant to Article 57(2) of the Companies (Jersey) Law 1991 to make one or more
market purchases of its own shares, such purchases to be of Ordinary Shares of 1p each in the capital of the Company (“Ordinary Shares”) on the
London Stock Exchange, provided that:
a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 2,630,782 Ordinary Shares, being approximately 10 per cent of
the issued capital of the Company; 
b) the minimum price which may be paid for any such Ordinary Shares shall be 1p per Ordinary Share (exclusive of expenses); 
c) the maximum price which may be paid for such Ordinary Shares shall be an amount equal to 5 per cent above the average middle market quotations
for a Unit (comprising one Ordinary Share and one “A” ordinary share of Flying Brands Holdings (UK) PLC) as derived from the Daily Official List of
the UK Listing Authority for the five business days immediately preceding the day on which any such Ordinary Shares are purchased or contracted to
be purchased; 
d) unless otherwise varied renewed or revoked the authority hereby conferred shall expire at the earlier of 31 July 2005 and the conclusion of the
Annual General Meeting of the Company to be held in 2006; 
e) prior to expiry of the authority hereby conferred the Company may enter into a contract or contracts for the purchase of Ordinary Shares which may
be executed in whole or in part after such expiry and may purchase Ordinary Shares pursuant to such contract or contracts as if the authority hereby
conferred had not so expired.
By Order of the Board
D C Harbord, Secretary
Notes:
1 Subject to note 3 below any member entitled to attend and vote at the meeting may appoint one or more proxies to attend and, on a poll, vote on their behalf who
need not be members of the Company. The lodging of a proxy will not prevent a member from attending the meeting and voting in person.
2 To be valid the instrument appointing a proxy, together with any necessary authority under which it is executed needs to be lodged with the Company’s Registrars,
Capita IRG plc, Balfour House, 390-398 High Road, Ilford, Essex IGl 1BR not less than 48 hours before the time for commencement of the meeting.
3 Pursuant to Regulation 34 of the Uncertificated Securities Regulations 1995 the Company hereby gives notice that only those shareholders registered on the Register
of Members as at 11.00 am on 10 April 2005 shall be entitled to attend and vote at the meeting in respect of the number of shares registered against their name at
that time.
4 Copies of the Director’s service agreements and a summary of their interests and transactions in shares of the Company are available during normal business hours at
the offices of the Company’s Registrar and at the meeting for the period of 15 minutes prior to commencement and its conclusion.
NOTICE OF ANNUAL GENERAL MEETING FLYING BRANDS 
DELIVERING IMPROVING QUALITY
AND SERVICE TO ITS CUSTOMERS,
AND VALUE TO ITS SHAREHOLDERS
CONTENTS
FINANCIAL HIGHLIGHTS 01
FLYING BRANDS AT A GLANCE 02
CHAIRMAN’S STATEMENT 03
CHIEF EXECUTIVE’S REPORT 04
FINANCIAL REVIEW 11
DIRECTORS AND ADVISORS 13
FINANCIALS
DIRECTORS’ & CORPORATE GOVERNANCE REPORT 14
CONSOLIDATED PROFIT AND LOSS ACCOUNT 19
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 20
RECONCILIATION OF MOVEMENTS IN EQUITY 
SHAREHOLDERS’ FUNDS 20
BALANCE SHEETS 21
CONSOLIDATED CASH FLOW STATEMENT 22
NOTES TO THE FINANCIAL STATEMENTS 23
FIVE YEAR SUMMARY 38
AUDITORS’ REPORT 39
REMUNERATION COMMITTEE REPORT 40
NOTICE OF ANNUAL GENERAL MEETING 44
FINANCIAL CALENDAR
AGM 12 APRIL 2005
PAYMENT OF 2004 FINAL DIVIDEND 20 APRIL 2005
INTERIM RESULTS ANNOUNCED 29 JULY 2005 ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
FLYING BRANDS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 31 DECEMBER 2004
CONTINUING STRONG
PROFIT GROWTH
www.fbgl.co.uk
www.flyingflowers.com
www.gardeningdirect.com
www.listen2books.co.uk
www.benhamcovers.com
www.victory-cards.com
FLYING BRANDS LIMITED
REGISTERED OFFICE 
& HEADQUARTERS
Retreat Farm
St Lawrence
Jersey JE3 1GX
UK OFFICE
Kelvedon Park
London Road
Rivenhall 
Witham
Essex CM8 3HB