RNS Number:8071G
Fitness First Plc
30 January 2003

                               FITNESS FIRST PLC

                       ("Fitness First" or the "Company")



                                30 January 2003



             Preliminary Results for the Year Ended 31 October 2002



                           Year Ended 31 October 2002


                                                           2002                 2001
                                                      (Audited)            (Audited)

Turnover                                                #224.2m              #133.1m                 +68%

EBITDA*                                                  #54.6m               #34.9m                 +56%

Pre-tax profit*                                          #24.1m               #20.6m                 +17%

Earnings per share*                                       13.9p                13.5p                  +3%

Clubs                                                       311                  200                 +55%

Membership                                              720,000              440,000                 +63%




*Before goodwill amortisation and exceptional items



-        Fitness First is the largest fitness club operator in Europe and one of
the leading operators in the world.



-       It  currently operates 330 clubs located in 14 countries and has a total
membership of 784,000. 180 of these clubs are located in Continental Europe, the
Far East and Australia.



-        Negotiations, under  the supervision of the Independent Directors,
Walter Goldsmith and John Denning, are underway with a third party which may
lead to an offer being made for the Company.



-        56% increase in EBITDA to #54.6m.



-        Net debt at year end of #143m, undrawn facilities of #57m.



-        An additional 36 clubs are expected to open during the year to bring
the total number in operation to 366 by 31 October 2003.



Mike Balfour, Chief Executive of Fitness First, commented:



"Although we have had a challenging year in our UK operations, I am very pleased
with our progress in developing our international operations.  Overall during
the period the Company has increased club numbers by 55% and membership by
63%.We have a well established brand in our key markets and we remain confident
that our flexible model of affordable fitness will enable us to continue to grow
throughout 2003.

We continue to believe that the outlook for the health and fitness industry
remains attractive. The Group remains in strong financial health and the Board
is confident that the prospects for Fitness First remain good."


Enquiries:




Gavin Anderson & Company                                           020 7554 1400
Rebecca Penney/Amelia Hine






Notes to Editors:



Fitness First:



-              Fitness First was floated on the Alternative Investment Market in
October 1996 at an equivalent price of 40 pence per share. In February 1999, the
Company moved to the Official List. On the basis of the closing share price on
29 January 2003 of 133.5 pence, the Group has a market capitalisation of
approximately #154 million.



-              Founded in 1992, Fitness First was created with the objective of
developing a chain of health and fitness clubs to focus on the concept of high
quality and value for money, providing health and fitness club facilities that
tend to be in most demand for a relatively modest subscription fee of around #33
per month (#42 in London) and a joining fee of typically #40.



-              A typical Fitness First health club follows a consistent format
of providing high quality facilities that are typically most used by club
members, including a well-equipped gymnasium, aerobics studios, luxury changing
facilities, sauna/steam rooms, lounge and beauty salon. Clubs have a free video
and DVD library, 16-channel entertainment system and provide complimentary soft
drinks, coffee and tea.



-              Club locations


                                                October 2002             January 2003             October 2003
                                                     Actual                   Actual                  Forecast
UK                                                    142                      150                      158
Continental Europe:
Germany                                                62                       64                       74
Spain                                                  14                       15                       18
Netherlands                                             9                       11                       11
Italy                                                  10                       10                       11
France                                                  8                        8                        9
Belgium                                                17                       20                       20
Far East                                               24                       25                       30
Australia                                              25                       27                       35
Total                                                 311                      330                      366






CHAIRMAN'S STATEMENT



The past financial year has seen considerable growth which has presented new
challenges for Fitness First.  During the year, 111 new clubs were opened,
bringing the total number of clubs operated at 31 October 2002 to 311 with 169
clubs located outside of the UK in Continental Europe, the Far East and
Australia. There was a 63 per cent. increase in members to over 720,000.



Our financial results showed an improvement on the prior year's performance and
are in line with the revised market guidance issued in October.



Financial Results



Turnover in the year ended 31 October 2002 increased by 68 per cent. to #224.2m
(2001: #133.1m), Profit before goodwill amortisation and exceptional items was
#24.1m (2001: #20.6m), an increase of 17 per cent. Earnings per share, before
goodwill amortisation and exceptional items, rose by 3 per cent. to 13.9p per
share (2001 restated: 13.5p).



As announced in October 2002, the second half performance of our UK business was
adversely affected by a number of factors.  Although by international standards
our new clubs in the UK achieved break-even relatively quickly, we experienced a
slow down in our fill rate in the second half.  The operational teams in the UK,
stretched by the demands of managing the significant club opening programme,
lost some focus in maintaining cost controls and managing certain
under-performing clubs.



Our response to these factors was to reduce excess costs, together with a
re-structuring of the UK management and operational teams to ensure a more
effective management of our existing clubs.  An exceptional charge of #1.2m has
been included in the results for the year ended 31 October 2002.



In the light of increasing health and safety concerns, we decided that it was in
the best interest of our members to remove the spa baths located in 67 of our
older UK clubs. The cost of this has also been included as an exceptional item.



Our international operations performed well during the year, with strong
performances in most of the territories.  Turnover for overseas operations
increased to #119.2m (2001 : #59.2m) with operating profit increasing to #12.4m
(2001 : #6.2m).



Club roll out programme



In light of our experiences in 2002, we have already scaled down the Group's new
club opening programme.  During 2003 we plan to open 55 new clubs around the
world.   Based on our current outlook we expect that the roll out programme will
be maintained at around 50 clubs per year in subsequent years.



The capital expenditure budget for the current financial year is approximately
#75m (2002 #135.6m).  This will be financed from our strong operational cash
flow and existing facilities.



Dividends



Your Board continues to believe that shareholder returns can be maximised by
investing profits in further club openings. Accordingly, in line with previous
years, a dividend for the year ended 31 October 2002 is not being declared.  We
will review our dividend policy in the current year.



Review of Shareholder Value and Possible Offer for the Company



On 20 November 2002 the Board announced that, in view of the Company's share
price performance and a number of preliminary expressions of interest, it would
investigate options to maximise shareholder value.  The Company is currently in
negotiations with a third party which may lead to an offer being made for the
Company.  In light of the other directors' potential involvement in an offer,
the process is being overseen by the Independent Directors, Walter Goldsmith and
John Denning.



Management and Employees



In the latter part of the year we implemented a number of management and
organisational changes, especially in the UK.



During the year, Sean Phillips and Nigel Cartwright, former Directors,  left the
Group. Both made a considerable contribution to the growth of the Group and I
should like to wish them well for the future.



In September 2002, Colin Child became Chief Operating Officer and was replaced
as Finance Director by Tim Newman who was previously Finance Director of N.O.P.
World, part of United Business Media Plc.



In December 2002, Jim McGoldrick, one of the founders of our German subsidiary,
joined the Board with responsibility for the development of Fitness First in
Continental Europe.  He has many years experience in the fitness industry and I
am confident that he will make a valuable contribution to the further successful
growth of the Group's operations.



These changes in the senior management team now give us the appropriate resource
and expertise to maintain the successful growth and development of the Group.



I would like to thank everyone within Fitness First for their efforts during the
year.



Current Trading and Outlook



The Board believes that the outlook for the health and fitness industry remains
attractive.  We believe that Fitness First has a proven and successful formula
and that we can continue to grow.  With the strong management team and our
continued new club opening programme, we can look forward to consolidating our
position as a world leader in the health and fitness industry.  The current
financial year has started  well with membership rising to 784,000 at the end of
January and the Board is confident that the prospects for Fitness First remain
good.



Christopher Pearce

Chairman

30 January 2003




CHIEF EXECUTIVE'S REVIEW



Fitness First has developed a brand that is becoming well established in all 14
countries in which we now operate. Our focused model of affordable fitness in a
flexible but quality format of club design continues to attract members and can
generate attractive financial returns.



During the past two years we have built an international platform, which
provides real opportunities for Fitness First to benefit from the worldwide
trend towards a healthier lifestyle. Our international development strategy
remains focused on the fragmented markets of Continental Europe, the Far East
and Australia.



Even though the UK health club market has become more competitive at a time of
economic uncertainty, we continue to believe that we can generate more profits
from existing clubs.   Our model allows us to develop new clubs in a wide range
of locations, many of which would be uneconomic for other operators.



Operational review



During the past year we have made considerable progress in expanding Fitness
First in Continental Europe, the Far East and Australia. These markets are
generally less mature than the UK and continue to present substantial
opportunities for further growth.



We build high specification clubs which typically comprise a well equipped
gymnasium, aerobics studio, luxury changing facilities, steam/sauna area, beauty
salons and members' lounge.



During the year we opened an additional 111 clubs worldwide, including the 12
Curzons clubs we acquired and refurbished in the UK.  As at the end of January
2003 we have 330 clubs open as set out below.  Membership grew during the period
to 720,000 at October 2002 (2001: 440,000) and 784,000 at the end of January
2003.


                                                    October                       January                  October
                                                       2002                          2003                     2003
                                                     Actual                        Actual                 Forecast
UK                                                      142                           150                      158
Continental Europe:
       Germany                                           62                            64                       74
       Spain                                             14                            15                       18
       Netherlands                                        9                            11                       11
       Italy                                             10                            10                       11
       France                                             8                             8                        9
       Belgium                                           17                            20                       20
Far East                                                 24                            25                       30
Australia                                                25                            27                       35
Total                                                   311                           330                      366



The spread of international operations provides the Group with the additional
benefits of being able to share ideas of best practice across all our clubs,
providing better service to our members.  We are also able to negotiate Group
purchasing arrangements across all operations and also share information on
design and build costs to help improve returns on invested capital.



UK review


                                                                           Year ended 31 October
                                                                       2002                 2001
Number of members ('000)                                                320                  220
Turnover (#m)                                                         105.1                 73.8
Operating profit (#m)                                                  21.3                 19.2



The Group has continued to expand its operations in the UK and as at the end of
January 2003 we have 150 clubs making us the largest UK chain by number of
clubs.  During the year we opened or acquired 42 clubs, which included the
acquisition of 12 London clubs formerly trading as Curzons which have been
refurbished and re-opened as Fitness First clubs and a chain of five ladies only
clubs which now trades as "Fresh Start Fitness" (and which currently operates
nine clubs).



The increase of 42 clubs in the UK has been a huge achievement but this level of
growth stretched management resources.  Operational teams, through concentrating
on the demanding opening programme, lost some focus in maintaining cost controls
and in dealing adequately with a number of under-performing clubs. In
consequence, although like-for-like revenues in mature clubs increased by 3.4
per cent., profitability suffered.   Action has already been taken to address
these issues by restructuring head office and operational teams both to reduce
cost and to focus on areas where financial returns can be improved.



Another feature of the second half of 2002 has been the increased
competitiveness within the UK market. We have seen this reflected in slower "
fill rates" in many of our new clubs. Break-even for new clubs is typically now
being achieved in six to nine months, more in line with our Continental European
clubs, compared with three to six months previously.



As a consequence the number of new clubs to be opened in the UK in 2003 has been
scaled back with a number of planned openings being deferred to the following
financial year. This prudent approach also allows management to focus on
maximising profitability of existing clubs.



Continental European review

                                                                           Year ended 31 October
                                                                       2002                 2001
Number of members ('000)                                                252                  134
Turnover (#m)                                                          72.5                 30.5
Operating profit (#m)                                                   6.2                  2.9



We opened a total of 46 clubs in Continental Europe and I am delighted with the
progress we have made. The German business has continued to build on its market
leading position and has opened 19 clubs. It has traded successfully despite a
challenging economic environment and fill rates for new clubs remained stable
during the year. Operating profit for the year was #6.0m (2001: #4.4m).
Like-for-like revenues in mature clubs increased by 8 per cent.



The operations in Belgium, Italy, Holland and Spain have performed well,
reporting aggregate operating profits of #2.0m (2001: #1.3m loss).  Fitness
First has already established a reputation in these markets for affordable
fitness with quality facilities. In most cases we have quickly become the
leading chain in what continue to be relatively immature and fragmented markets.
Most clubs are now trading profitably and new clubs have filled at rates
consistent with our earlier experience in Germany. A cautious roll out programme
will continue in these countries.



Our French business had a disappointing year with trading losses totalling #1.8m
(2001: #0.2m loss).  This result is mainly attributable to delays in the opening
of new clubs and slower than expected fill rates.  However, the more recently
opened clubs, located in the Paris region, are either profitable or close to
break-even.  We consider it prudent not to commit further investment albeit one
further club, previously contracted for, will open in February.



Since the year-end we have increased our investment in our Belgium operation -
Passage Fitness First - from 52 per cent. to 85 per cent..  The increased
holding will enable us to integrate this business more fully into the Group and
will allow it to benefit from the Fitness First brand and other initiatives
within the Group.



Far East review


                                                                           Year ended 31 October
                                                                       2002                 2001
Number of members ('000)                                                 41                   16
Turnover (#m)                                                          20.1                 10.3
Operating profit (#m)                                                   1.0                  0.7



During the year SPORTathlon, our Far East operation, opened Fitness First clubs
in Hong Kong, China, Malaysia, Thailand and the Philippines.



These clubs follow our existing format but are of a very high specification
compared with most existing operators in these countries. The new clubs have
performed well, achieving breakeven within three to nine months and we will be
opening six new clubs in 2003 as we continue to believe that our prospects are
excellent in this region.



Australia review


                                                                           Year ended 31 October
                                                                       2002                 2001
Number of members ('000)                                                108                   70
Turnover (#m)                                                          26.5                 18.4
Operating profit (#m)                                                   5.2                  2.6



Fitness First Australia had another very successful year growing from 15 clubs
to 25. Fitness First is now Australia's largest health club chain measured by
number of members. The new clubs have performed well, filling in line with our
expectations. Furthermore the local management team has improved trading
performance at existing clubs. The Australian market is less mature than that of
the UK and presents an excellent opportunity for further growth.



Financing



The Group remains in good financial health, having generated earnings before
interest, depreciation and amortisation of #54.6m (2001: #34.9m) during the
year. In February 2002 we completed a placing of 18.75m ordinary shares to raise
approximately #75m (net of expenses). Capital expenditure for the year ended 31
October 2002 was #135.6m (2001: #119.6m), primarily spent on new clubs. The net
debt at the year end was #143m and undrawn banking facilities available at the
year end were #57m. With 55 clubs expected to open this year, capital
expenditure is projected to fall to around #75m which will be funded from our
strong operational cash flow and existing facilities.



Summary



We believe that more people around the world wish to improve their lifestyles
and achieve a healthier life through regular exercise. The demand for fitness
facilities will grow as people, companies and governments recognise the dangers
of inactive lifestyles and increased levels of obesity. We will continue to
develop new clubs in our existing markets and expand the products and services
we offer and deliver further growth.



Finally I should like to thank our employees around the world for their
contribution during the past year. The new year brings many challenges, and we
will continue to invest in the training and development of our staff to ensure
that they are well-equipped to work within a more demanding environment.



Mike Balfour
Chief Executive
30 January 2003



                                                                                               
                                                                     2002   2002 Goodwill          2002           2001
                                                          Before goodwill    amortisation                    (Restated
                                                          and exceptional and exceptional                  see note 4) 
                                                                    items           items         Total          Total  
                                                     Note            #000            #000          #000           #000  
                                                                                                        

Group turnover - continuing operations                            210,989               -       210,989        133,059
               - acquisitions                                      13,231               -        13,231              -
                                                               ----------      ----------    ----------     ----------
                                                      2,3         224,220               -       224,220        133,059
Cost of sales                                                    (14,705)               -      (14,705)        (9,234)
                                                               ----------      ----------    ----------     ----------
Gross profit                                                      209,515               -       209,515        123,825
Administrative expenses  - exceptional items            2               -         (2,917)       (2,917)              -
                         - goodwill amortisation                        -         (2,654)       (2,654)        (2,441)

                         - other                                (178,235)               -     (178,235)      (100,444)
                                                               ----------      ----------    ----------     ----------
                                                                (178,235)         (5,571)     (183,806)      (102,885)
                                                               ----------      ----------    ----------     ----------
Group operating profit - continuing operations        2,3          30,453         (5,186)        25,267         20,940
                       - acquisitions                                 827           (385)           442              -
                                                               ----------      ----------    ----------     ----------
                                                                   31,280         (5,571)        25,709         20,940
Share of profit of joint venture and associated
undertakings                                                           42               -            42           (66)
                                                                       
Net interest payable                                              (7,249)               -       (7,249)        (2,780)
                                                               ----------      ----------    ----------     ----------
Profit on ordinary activities before taxation           2          24,073         (5,571)        18,502         18,094

Tax on profit on ordinary activities                    4         (8,303)             722       (7,581)        (7,216)
                                                               ----------      ----------    ----------     ----------
Profit on ordinary activities after taxation                       15,770         (4,849)        10,921         10,878

Equity minority interests                                           (546)               -         (546)          (306)
                                                               ----------      ----------    ----------     ----------
Retained profit for the financial year                             15,224         (4,849)        10,375         10,572
                                                                 ========        ========      ========       ========

Earnings per ordinary share                             5           13.9p          (4.4p)          9.5p          11.0p
                                                                 ========        ========      ========       ========

Diluted earnings per ordinary share                     5           13.6p          (4.4p)          9.2p          10.7p


                                                                 ========        ========      ========       ========







                                                                                                    2002          2001
                                                                                                         (Restated see
                                                                                                               note 4)
                                                                                                    #000          #000

Fixed assets
Intangible assets                                                                                 51,621        46,949
Tangible assets                                                                                  380,117       250,622
Investments                                                                                          834         2,223
                                                                                              ----------    ----------
                                                                                                 432,572       299,794
                                                                                              ----------    ----------
Current assets
Stocks                                                                                             3,886         2,697
Debtors                                                                                           17,322        12,313
Cash at bank and in hand                                                                           9,180        10,384
                                                                                              ----------    ----------
                                                                                                  30,388        25,394
Creditors: amounts falling due within one year                                                  (66,337)      (56,920)
                                                                                              ----------    ----------

Net current liabilities                                                                         (35,949)      (31,526)
                                                                                              ----------    ----------
Total assets less current liabilities                                                            396,623       268,268

Creditors: amounts falling due after more than
one year                                                                                       (139,673)     (104,277)
                                                                                               

Provisions for liabilities and charges
Deferred tax                                                                                    (16,785)      (12,940)

Minority interests
Equity minority interests                                                                        (3,233)         (965)
                                                                                              ----------    ----------
                                                                                                 236,932       150,086
                                                                                                ========      ========
Capital and reserves
Called up share capital                                                                           14,470        11,496
Shares to be issued                                                                                    -        27,010
Share premium account                                                                            201,361        99,893
Profit and loss account                                                                           21,101        11,687
                                                                                              ----------    ----------
Equity shareholders' funds                                                                       236,932       150,086
                                                                                                ========      ========



                                                                                                    2002          2001
                                                                                                    #000          #000

Net cash inflow from operating activities                                                         43,983        42,940

Returns on investments and servicing of
finance                                                                                          (5,094)       (2,650)
                                                                                                 

Taxation                                                                                         (3,139)       (1,896)

Capital expenditure                                                                            (135,623)     (119,627)

Acquisitions and disposals                                                                       (6,286)       (5,406)
                                                                                            ------------  ------------
Net cash outflow before management of liquid
resources and financing                                                                        (106,159)      (86,639)
                                                                                               

Management of liquid resources                                                                         -         3,188

Financing                                                                                        101,936        81,983

                                                                                            ------------  ------------
Decrease in cash in year                                                                         (4,223)       (1,468)
                                                                                                ========      ========





RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

Year ended 31 October 2002


                                                                                                    2002          2001
                                                                                                    #000          #000


Decrease in cash in the year                                                                     (4,223)       (1,468)
Cash outflow from decrease in liquid resources                                                         -       (3,188)
Cash inflow from increase in debt and lease financing                                           (25,365)      (82,011)
                                                                                              ----------    ----------
Movement in debt arising from cash flows                                                        (29,588)      (86,667)
Loans and finance leases acquired with subsidiaries                                              (3,211)       (1,856)
Loan notes issued on acquisition of subsidiary                                                   (1,609)             -
Amortisation of finance costs                                                                      (289)             -
Exchange differences                                                                               (628)          (40)
New finance leases and hire purchase contracts                                                   (8,527)         (584)
                                                                                              ----------    ----------
Movement in debt in the year                                                                    (43,852)      (89,147)
Net debt at beginning of year                                                                   (99,007)       (9,860)
                                                                                              ----------    ----------
Net debt at end of year                                                                        (142,859)      (99,007)
                                                                                                ========      ========



                                                                                                    2002          2001
                                                                                                         (Restated see
                                                                                                               note 4)

                                                                                                    #000          #000

Profit for the financial year                                                                     10,375        10,572
Currency translation differences on foreign currency net investments                                 408           435
Adjustment on acquisition of subsidiary                                                              402             -
                                                                                              ----------    ----------
Total recognised gains and losses in the year                                                     11,185        11,007
Prior year adjustment (see note 4)                                                              (12,940)             -
                                                                                              ----------    ----------
Total recognised gains and losses since last annual report                                       (1,755)        11,007
                                                                                                ========      ========





RECONCILIATION OF MOVEMENT IN CONSOLIDATED SHAREHOLDERS' FUNDS

Year ended 31 October 2002
                                                                                                    2002          2001
                                                                                                         (Restated see
                                                                                                               note 4)

                                                                                                    #000          #000

Profit for the financial year                                                                     10,375        10,572
Other recognised gains and losses relating to the year                                               810           435
Shares issued                                                                                     75,661           242
                                                                                              ----------    ----------
Net addition to shareholders' funds                                                               86,846        11,249
Opening shareholders' funds                                                                      150,086       138,837
                                                                                              ----------    ----------
Closing shareholders' funds                                                                      236,932       150,086
                                                                                                ========      ========




RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING
ACTIVITIES
                                                                                                    2002          2001
                                                                                                    #000          #000

Operating profit                                                                                  25,709        20,940
Depreciation                                                                                      23,366        11,555
Goodwill amortisation                                                                              2,654         2,441
Increase in stocks                                                                               (1,049)       (1,400)
Increase in debtors                                                                              (4,160)       (8,046)
(Decrease)/increase in creditors                                                                 (4,243)        17,450
Exceptional items - writedown of fixed assets                                                      1,706             -

                                                                                              ----------    ----------
Net cash inflow from operating activities                                                         43,983        42,940
                                                                                                ========      ========



ANALYSIS OF NET DEBT
                                                          At                                  Other               At
                                                       1 Nov        Cash       Debts       non cash           31 Oct
                                                        2001        flow    acquired        changes             2002
                                                        #000        #000        #000           #000             #000
Cash at bank and in hand - short term                      -           -           -              -                -
deposits
Cash at bank and in hand                              10,384     (1,302)           -             98            9,180
Bank overdrafts                                      (1,758)     (2,921)           -              -          (4,679)
                                                  ----------  ----------  ----------     ----------       ----------
                                                       8,626     (4,223)           -             98            4,501

Debt due after one year                            (100,083)    (29,816)     (1,923)            261        (131,561)
Debt due within one year                             (2,234)       (109)       (843)        (1,276)          (4,462)
Loan notes due within one year                         (712)       2,162           -        (1,609)            (159)
Other loan receivable after one year                     600           -           -              -              600
Finance leases and hire purchase contracts           (5,204)       2,398       (445)        (8,527)         (11,778)
                                                  ----------  ----------  ----------     ----------       ----------
Total net debt                                      (99,007)    (29,588)     (3,211)       (11,053)        (142,859)
                                                     =======     =======     =======        =======          =======






1.            FINANCIAL INFORMATION



The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 October 2002 or 2001, but is derived
from those accounts.  Statutory accounts for 2001 have been delivered to the
Registrar of Companies and those for 2002 will be delivered following the
Company's Annual General Meeting.  The auditors have reported on those accounts;
their reports were unqualified and did not contain statements under s237(2) or
(3) Companies Act 1985.



2.            ANALYSIS OF TURNOVER, OPERATING PROFIT, NET ASSETS AND EXCEPTIONAL
 ITEMS


Group turnover represents amounts derived from the provision of goods and
services, which fall within the Group's ordinary activities after deduction of
value added tax.


                                               Turnover*          Operating profit/(loss)           Net assets
                                           2002        2001         2002           2001         2002           2001
                                                                                                     (Restated note
Geographical analysis by location                                                                                4)
and destination                            #000        #000         #000           #000         #000           #000     
                                                              
                                           

United Kingdom                          105,063      73,856       21,281         19,214       73,282         40,987
Other European countries                 72,475      30,492        6,239          2,923       75,819         45,602
Far East and Australia                   46,682      28,711        6,161          3,267       27,109         16,131
Central                                       -           -      (2,401)        (2,023)       60,722         47,366
                                     ----------  ----------    ---------     ----------   ----------     ----------
                                        224,220     133,059       31,280         23,381      236,932        150,086
Goodwill amortisation                         -           -      (2,654)        (2,441)            -              -
Exceptional items                             -           -      (2,917)              -            -              -
                                     ----------  ----------   ----------     ----------   ----------     ----------
                                        224,220     133,059       25,709         20,940      236,932        150,086
                                        =======     =======      =======        =======      =======        =======



*    In addition, the Group's share of a joint venture, under the gross equity
method required by FRS 9, was #276,000 (2001: #293,000).



Central net assets include goodwill, other investments and net funds.



Exceptional items:


                                                                                              2002            2001
                                                                                              #000            #000

Fixed asset write offs                                                                       1,706               -
Reorganisation costs                                                                         1,211               -
                                                                                        ----------      ----------
                                                                                             2,917               -
                                                                                           =======         =======





As noted in the Chairman's Statement action has been taken to reduce excess
costs and restructure the management and operational teams in the UK which has
resulted in a #1.2m exceptional cost. A further exceptional charge of #1.7m has
been included in respect of the fixed asset write-offs arising primarily on the
removal of spa baths.





3.            ANALYSIS OF CONTINUING OPERATIONS

                                                             2002              2002        2002                2001
                                                       Continuing      Acquisitions       Total               Total
                                                             #000              #000        #000                #000

Turnover                                                  210,989            13,231     224,220             133,059
Cost of sales                                            (13,872)             (833)    (14,705)             (9,234)
                                                       ----------        ----------  ----------           ---------
Gross profit                                              197,117            12,398     209,515             123,825
Administrative expenses                                 (166,664)          (11,571)    (178,235)          (100,444)
                                                       ----------        ----------  ----------          ----------
Operating profit before goodwill and exceptional
items                                                      30,453               827     31,280               23,381
Goodwill amortisation                                     (2,482)             (172)     (2,654)             (2,441)
Exceptional items                                         (2,704)             (213)     (2,917)                   -
                                                       ----------        ----------   ---------          ----------
Group operating profit                                     25,267               442     25,709               20,940
                                                          =======           =======     =======             =======

4.         TAXATION AND PRIOR YEAR ADJUSTMENT

The Company has adopted FRS 19 during the year, which has given rise to a prior
period adjustment of #12,940,000 to shareholders' funds as at 31 October 2001,
the effect of which has been to reduce previously reported profit after tax for
the year ended 31 October 2001 by #4,154,000 and reduce current year profit
after tax by #4,081,000.



The effective tax rate for the Group on profits before goodwill amortisation and
exceptional items for the year ended 31 October 2002 is 36.4% (2001: 35.1% as
restated).  The effective tax rate has increased from 17.3% to 36.4% as a result
of applying FRS 19.

5.         EARNINGS AND DILUTED EARNINGS PER ORDINARY SHARE

The earnings and weighted average number of shares used in the calculation of
earnings and diluted earnings per share are as follows:


                                                                 2002                                    2001
                                                                                                   (Restated)
                                                 Earnings      Shares       EPS       Earnings         Shares       EPS
                                                     #000        '000     Pence           #000           '000     Pence
Adjusted basic                                     15,224     109,293      13.9         13,032         96,339      13.5
Goodwill amortisation and
 Exceptional items                                (5,571)           -     (5.1)        (2,460)              -     (2.5)
Tax credit on exceptional items                       722           -       0.7              -              -         -
                                               ----------  ----------  --------     ----------     ----------  --------
Basic                                              10,375     109,293       9.5         10,572         96,339      11.0
Effect of dilutive share options                        -       3,271     (0.3)              -          2,088     (0.3)
                                               ----------  ----------  --------     ----------     ----------  --------
Diluted                                            10,375     112,564       9.2         10,572         98,427      10.7
                                                 ========     =======      ====       ========       ========     =====



Earnings are calculated as profits after taxation and minority interests for the
year and incorporate the effects of adopting FRS 19 in the year (note 4).  The
weighted average number of shares used in the above calculation in 2001 includes
the effects of the 4,501,600 shares to be issued, which were issued on 31
January 2002.




6.         PASSAGE



On 2 January 2003 the Company increased its shareholding in Passage Invest NV
from 52% to 85% for a consideration of  #2.6m.



7.         PRELIMINARY RESULTS AND ANNUAL REPORT



Copies of the preliminary results announcement are available from the offices of
the Company's joint adviser-broker, Investec Investment Banking located at 2
Gresham Street, London, EC2V 7QP for a period of 14 days from the date of this
announcement.



The annual report and accounts will be posted to shareholders in due course.
Copies will then be available on request from the Company Secretary at 58 Fleets
Lane, Fleetsbridge, Poole, Dorset, BH15 3BT.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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