RNS Number:4759K
Gowrings PLC
29 April 2003

                                 PRESS RELEASE

FOR RELEASE                         7.00 AM                       29 APRIL 2003

                                  GOWRINGS PLC

                  RESULTS FOR THE YEAR ENDED 31 DECEMBER 2002

*        Successful sale of motor dealerships for #5.3m

*        Turnover reduced to #79.0m (2001: #119.1m)

*        Turnover of continuing operations #41.0m (2001: #41.0m)

*        Loss before tax and exceptional items #1.85m (2001: profit #1.0m)

*        Exceptional costs of impairment and redundancy amounted to #2.5m

*        Loss before tax #4.3m (2001: profit #1.0m)

*        Borrowings reduced from #10.1m to #6.2m

*        Final dividend 1p to give 2p in total (2001: 4.5p)

*        Net assets per share 117p

*        Focus on Restaurant Division following sale of Ford dealerships

*        Accounting irregularity under investigation but provided for

*        Fast food sector suffered challenging trading conditions in 2002

*        Burger King brand now under new owners

*        Strong start to 2003 in Restaurant Division


Derek Coulson, Chairman                                           01635 866055
David Gray, Finance Director                                      01635 866055
Brian Coleman Smith / Amanda Sheehy                              020 7398 3300
Beattie Financial

Background note:

Gowrings operates 41 Burger King restaurants in the locations listed below:

Aldershot              Central London (3)            Shirley
Banbury                Merryhill                     Southampton (3)
Birmingham (4)         Newbury                       Sutton Coldfield
Bournemouth (2)        Newton Abbot                  Thurrock
Coventry (2)           Plymouth (2)                  Torquay
Erdington              Poole (2)                     Wednesbury
Havant                 Portsmouth (2)                Willenhall
Hedge End              Reading (3)                   Wokingham
Hove                   Salisbury                     Yeovil

In addition, the Group has three accident repair centres at Wokingham, Oxford
and Swindon and a media training company based at Compton, Newbury.


2002 was a year of significant change for the Group as we successfully completed
the sale of our motor dealerships at the end of August, allowing us to focus on
our Restaurant Division and reduce borrowings to #6.2m (2001 : #10.1m).

We had been aware for some time of the minimal synergies derived from retaining
the Restaurant Division and Motor Division in the same group. We therefore were
pleased to announce the sale of our Ford dealerships in Wokingham, Newbury and
Bracknell and our accident repair centre in Newbury during 2002. By choosing our
timing carefully we achieved excellent prices for these businesses, particularly
in view of the reduced national market for car sales now being experienced in

I am pleased to report that since November we have seen an encouraging
improvement in our Burger King restaurants, although trading conditions were
difficult for the majority of the year. We have carried out an impairment review
of our restaurants and as a result decided to write down the carrying value of
some stores. This adjustment is shown as an exceptional item.

We recently announced the discovery of accounting irregularities within the sold
motor businesses relating to doubt as to the recoverability of certain balances.
Investigations continue into these balances, but have been provided for in the
accounts. It is emphasised that these irregularities relate to historic trading
and have no effect on continuing trading of the Group. Further details are set
out in the Financial Review.


The results for the year are split over a number of headings to reflect
continuing and discontinued operations, the sale of the motor businesses and
exceptional items.

Turnover for the group was #78,980,000 which includes sales for only part of the
year for our sold Motor businesses. Turnover in 2001 totalled #119,080,000.
Excluding the disposed businesses, total sales for continuing operations
remained static at #41.0 million although restaurant like-for-like sales were
down 6%.

Continuing operations showed a profit of #148,000 (2001: #1,420,000) before head
office costs of #690,000 (2001:#762,000). Discontinued operations show a loss of
#66,000 prior to a provision of #717,000 for the accounting irregularity.
Exceptional items include #2,000 profit on sale of businesses, #276,000 of
reorganisation costs and #2,205,000 in respect of asset write-downs in the
Restaurant Division. Interest charges are down at #522,000 (2001:#748,000).
Overall, we are reporting a loss before taxation, including the one-off items,
of #4,326,000 compared to a profit in 2001 of #1,005,000. After tax the loss is
#3,913,000 compared to a profit of #591,000.

Our Restaurant Division, in common with the fast food sector experienced tough
trading conditions for the majority of the year which put pressure on retained
margins. Also, the Burger King worldwide business, which was being sold by
Diageo, went through a transition due to a lack of investment in the brand, weak
marketing and management changes. We were delighted in December to see the sale
to a consortium led by the Texas Pacific Group which will allow management to
concentrate on the relaunch and growth of the brand in 2003 which gives greater
confidence for the future.


The directors are recommending a final dividend of 1p to give 2p for the full
year, compared to 4.5p in 2001. Subject to shareholder approval, the final
dividend will be paid on 10 July 2003 to shareholders on the register on 20 June

Board and employees

This is my first report as Chairman and Chief Executive. I would like to express
my thanks to John Fowles who was Chairman for 23 years and who is now President,
and also to all of our employees for their efforts during 2002, in what was a
very challenging year.


Trading for our restaurant business has started well. In the first 17 weeks of
2003, like-for-like sales are up 6% and we are now back to the sales levels of
two years ago. Currently we have 41 restaurants trading with a further two
contracted to open this year. We will continue to look at opportunities to
rationalise the estate in order to improve overall profitability. The three
remaining accident repair centres have made a slow start due to the
exceptionally dry weather reducing demand.

Our management teams are focused on improving both the short and the long-term
prospects of the Group and thereby improving shareholder value. We are
encouraged by Burger King's new owners' commitment to improving the brand which
will provide impetus for our own initiatives.

                                   Derek W. Coulson Chairman and Chief Executive
                                                                   28 April 2003


Motor Division

Total turnover for the business was #46,032,000, most of which was derived from
the businesses which have now been now sold. The three retained accident repair
centres traded well throughout the year, with turnover up 2% from #7,894,000 to
#8,035,000. Profit increased to #120,000 from #70,000, with all three locations
making good progress, particularly in the last quarter.

We have established a small central team to administer the repair centres. Much
has already been achieved to run a more efficient and focused business. We are
dependent on the insurance companies for the majority of our business and they
demand high standards in locations capable of high volume. All three of our
centres meet the criteria and are in a very good order, although the year has
started slowly due to the dry weather. The centres are well placed to gain more
work from the providers in a marketplace that continues to see a decline in the
number of bodyshops.

Turnover in the discontinued businesses was #37,997,000 and made a loss of
#66,000 before the one-off charges of #717,000 relating to the accounting
irregularity. The figure also includes extra costs which arose following the
sale and from the investigation into the accounting irregularity.

Restaurant Division

With more restaurants in operation, overall sales were down only 0.3% at
#32,948,000 from #33,050,000, despite a fall in like-for-like sales of 6%. This
put pressure on retained margins because of high semi-fixed costs of labour and
controllables. We did, however, see an improvement in the last quarter of the
year. In order to stimulate sales during the year, we increased expenditure on
local marketing initiatives to augment the national marketing programme which at
that time was proving largely ineffective.

The fast food sector has come under pressure in the last two years with the
consumer trend away from red meat and the growth in the cold sandwich market.
The introduction in the spring of the new Chicken Whopper helped address the
move towards chicken products, and this is now an important part of our overall
sales mix. With the trend towards healthier eating, new products and variety
will become an important part of our future business linking quality with value
for money.

Internally we have continued to review all aspects of our operations in order to
grow sales and improve costs. Several of our stores, particularly in the
Midlands, experienced low sales levels. We vacated one store in West Bromwich
which was on a management contract from Burger King. We also have signed a new
short-term lease at New Street, Birmingham on improved terms. This will be
vacated at the end of 2003. We successfully opened a new drive-thru restaurant
in Havant in May which is trading well.

We have contracted to open two new stores in the second half of 2003, the first
being a kiosk unit at the Broad Street shopping mall in Reading. We will open
the second store at the new Bull Ring shopping centre in Birmingham which will
be the largest indoor shopping centre in Europe replacing our New Street site.
We expect to have 41 stores open at the end of 2003 the same as now, with two
new stores opening and two existing ones being closed or sold.

Trading in the first 17 weeks of the year has improved. Like-for-like sales are
up 6% on 2002 and are virtually the same as 2001. It was important to see a
reverse in the downward trend and this improvement has come without significant
input from the new management team at Burger King. We now have a better balanced
marketing calendar and improved advertising from a new agency. We are offering
more better value menu items - the 'real deal' which, together with our own
initiatives to encourage and stimulate restaurant management, are showing
encouraging signs in increased volumes.


The administration cost base for the business had to be reduced following the
sale of the majority of our motor interests. We no longer needed the senior
management level in each division and I have taken direct control over the
operations in each division. As a result the managing directors, Mike Porter in
Motor and Charles Briggs in Restaurants, left the company. I would like to thank
them personally for their contribution to the growth and development of Gowrings
and give them our best wishes for the future.

We were delighted that all our operational staff working in the disposed
businesses transferred to the new owners. I would also like to thank them all
for their patience and understanding.

Head office costs were reduced by 9% in 2002. The full annual effect of the
savings referred to above will be reflected in the divisional results in 2003.

We are focused on maintaining the improvement in the Restaurant Division and
will continue to look at opportunities to rationalise the estate to achieve a
more profitable base. We look forward to new investment and initiatives into the
Burger King brand from the new owners, and will endeavour to improve the
long-term prospects of the Group.

                                   Derek W. Coulson Chairman and Chief Executive
                                                                   28 April 2003


The shape and structure of the Group's balance sheet has been transformed as a
result of the sale of our motor dealerships and Newbury accident repair centre.
Net assets have been reduced from #14.6m to #10.6m, largely due to the
exceptional costs and prior year adjustments. Bank debt has been reduced to
#6.2m from over #10m. Current assets now total #4.1m from nearly #12m and
current liabilities (excluding bank debt) are now #6.6m compared with #10.3m.
This results in net current liabilities (excluding bank debt) of #2.6m compared
with net current assets at 31 December 2001 of #1.5m. Net assets have reduced to
#10,565,000 which equates to 117p per share.

Disposals and accounting investigation

The sale of the majority of our motor business was completed during July and
August last year. The Newbury dealership and accident repair centre were sold to
City Motor Holdings Limited on 10 July 2002. Total consideration of #2,151,000
was received including goodwill of #250,000. Fixed assets and stock were sold at
book value with Gowrings being responsible for the collection of debts and
payment of liabilities up to the time of disposal. After costs of #153,000, the
Group made a profit of #97,000 on this transaction.

The Wokingham and Bracknell Ford dealerships were sold to the Inchcape Group on
29 August 2002. This was a similar deal with fixed assets and stocks sold at
book value. After goodwill of #110,000, the total consideration received was
#3,501,000. Gowrings was responsible for the collection of debts and payment of
liabilities up to the time of disposal. After costs of #205,000, higher because
the sale was a Class I transaction, the group made a loss of #95,000 on this

During the process of finalising the completion accounts, the collection of
debtors and the settlement of creditor balances it became apparent that there
was doubt as to the recoverability of a number of the retained balances. Our
trading statement on 19 March 2003 stated that the estimate of amounts under
investigation totalled #1.6m before tax. We have now established that #899,000
of this total dates back to 1999 when the balance first appeared in the books of
accounts. The origination of the entry, however, remains unresolved. This sum,
net of tax, has been treated as a prior year adjustment. Additional sums
totalling #717,000 have been identified as being unlikely to be recoverable and
have been provided for in the 2002 result. The existing cash position of the
Group and the underlying cash flows from the retained businesses are unaffected.

The investigation into the accounting irregularity continues. We have appointed
forensic accountants, Howarth Clark Whitehill, to carry out the investigation
supported by a security investigator, Zetec Limited.

Impairment review

The trading performance of the Restaurant Division experienced a difficult
period from 2001 through to the latter part of 2002. Most of the businesses are
in good order, trade at satisfactory levels and carry book values that are
acceptable given their trading record and future prospects. There are, however,
a number of restaurants which do not fall into this category. As a result, a
total of #1,842,000 has been written off tangible asset values, plus a further
#363,000 off goodwill.

Other exceptional items

Following the sale of the motor businesses it was apparent that there needed to
be a reorganisation of the senior management. The positions of managing director
of both the Motor Division and Restaurant Division were made redundant. The
costs of redundancy and for compensation for loss of office totalled #276,000,
including costs.

Trading results

Details of the operating results are reported in the operating review.

The operating profit of the continuing businesses was #148,000. An analysis of
the exceptional and one-off entries and reconciliation to the loss before tax is
as follows:

Operating profit from continuing businesses                                148
Head office costs                                                         (690)
Discontinued motor business - trading loss                                 (66)
Provision for motor accounting irregularity                               (717)

Operating loss                                                          (1,325)

Exceptional items:
profit on sale of businesses                                    2
reorganisation costs                                         (276)
impairment review                                          (2,205)      (2,479)
                                                             ------      -------

Loss before interest                                                    (3,804)

The interest cost for the year was #522,000 with the second half of the year
benefiting from the proceeds of disposal of the motor businesses.


The operating loss gives rise to a tax credit for the year plus further credits
relating to prior years' tax releases. As in previous years, we suffer from the
amount of permanently disallowed items including property depreciation and
goodwill amortisation. In addition the asset write-down is not an allowable
expense for tax purposes. The result is a net tax credit of #413,000. Excluding
the asset write-down, the effective tax rate (credit) is 19%.

Earnings and dividend

Basic losses per share were 43.32p. Excluding goodwill amortisation and the
exceptional items losses are 14.48p per share. 60,000 shares were issued during
the year. Also shown on the face of the profit and loss account is the loss
excluding goodwill amortisation of 41.01p per share.

The total dividend for the year is 2p per share. The final 1p dividend will be
paid on 10 July 2003 after it is approved at the Annual General Meeting.

Cash flow and capital expenditure

The major impact of the cash flow was the receipt of the proceeds from the motor
disposal totalling #5,294,000 net of costs. Net cash inflow from operating
activities was #2,137,000. This is after taking account of non-cash movements in
the profit and loss eg. depreciation, amortisation, asset write down and the
impact of movement on working capital mainly as a result of the motor disposals.
This is detailed in note 8(a). The Restaurant business is still a strong cash
flow generator - EBITDA for this Division in 2002 was #1,909,000.

Interest, tax and dividend payments totalled #1,160,000. Capital expenditure
totalled #2.4m; the major item of expenditure being for the new Havant Burger
King which opened in April 2002, which totalled #944,000. A further #950,000 was
spent in the other restaurants.

In 2003 we are committed to the new Burger Kings in Reading and Birmingham but
operating cash flow should cover this expenditure. It is a priority to improve
the level of interest cover and reduce our borrowings.

Net borrowings at the end of 2002 were #6,168,000, down from #10,136,000 the
year before.

Accounting policies

No new accounting standards have been adopted during the year although the
amended requirements of FRS17 on retirement benefits are detailed in the notes
to the Annual Report.

Bank facilities

The facilities were renegotiated during the year and again in March 2003. We now
have a total of #7m available from Royal Bank of Scotland unsecured at a margin
of 1.25% over base rate. The facility was reduced following the motor sale. The
term remains unchanged and the facility is due to be repaid in August 2004. It
is our intention to replace the current facility before the end of this year so
as to secure bank commitment beyond 2004.

                                                  David H. Gray Finance Director
                                                                   28 April 2003

Consolidated profit and loss account
for the year ended 31 December 2002

                                         2002       2002      2001        2001
                             Notes       #000       #000      #000        #000

Turnover: continuing              1    40,983               40,944
   discontinued operations        1    37,997               78,136
                                        -------               ------
                                                  78,980               119,080
Cost of sales                                    (76,981)             (114,579)

                                                    ------                ------
Gross Profit                                       1,999                 4,501
Administrative expenses                           (3,324)               (2,748)
                                                    ------                ------
Operating (loss)/profit:          1      (542)                 658
continuing operations
   discontinued operations        1      (783)               1,095
                                        -------               ------
                                                  (1,325)                1,753
Exceptional items: profit on      2         2
sale of businesses
   other exceptional              3    (2,481)
                                                  (2,479)                    -

                                                    ------                ------
(Loss)/profit on ordinary                         (3,804)                1,753
activities before interest
Interest payable and similar                        (522)                 (748)
charges                                             ------                ------

(Loss)/profit on ordinary                         (4,326)                1,005
activities before taxation
Taxation                          4                  413                  (414)
                                                    ------                ------

(Loss)/profit for the                             (3,913)                  591
financial year
Dividends                         5                 (183)                 (405)
                                                    ------                ------

Retained (loss)/profit for                        (4,096)                  186
the year                                            ------                ------

Dividend per share                5                 2.00p                 4.50p

Earnings per share
Basic                             6               (43.32p)                6.58p
Before goodwill                   6               (41.01p)                8.80p
Before goodwill amortisation      6               (14.48p)                8.80p
and exceptional items
Diluted                           6               (42.80p)                6.52p

Consolidated historical cost profits and losses
for the year ended 31 December 2002

                                                              2002       2001
                                                Notes         #000       #000

(Loss)/profit on ordinary activities before                 (4,326)     1,005
taxation                                                      ------     ------

Historical cost (loss)/profit on ordinary                   (4,326)     1,005
activities before taxation                                    ------     ------

Retained historical cost (deficit)/profit after             (4,096)       186
taxation and dividends                                        ------     ------

Consolidated statement of total recognised gains and losses
for the year ended 31 December 2002

                                               Notes          2002        2001
                                                              #000        #000

(Loss)/profit for the financial year                         (4096)        186
Prior year adjustment                               1            -        (767)
                                                              ------      ------

Total recognised gains and losses                            (4096)       (581)
                                                              ------      ------

Consolidated balance sheet
as at 31 December 2002

                                        2002      2002        2001        2001
                             Notes      #000      #000    restated    restated
                                                              #000        #000
Fixed assets
Intangible assets                                2,497                   3,053
Tangible assets                                 17,758                  21,239
Investments                                         34                      36
                                                  ------                  ------
                                                20,289                  24,328
Current assets

Stocks                            7      717                 6,144
Debtors                           7    3,328                 5,714
Cash at bank and in hand                 156                   141
                                        ------                ------
                                       4,201                11,999
Creditors: amounts falling        7   (6,944)              (13,588)
due within one year                     ------                ------
Net current liabilities                         (2,743)                 (1,589)
                                                  ------                  ------
Total assets less current                       17,546                  22,739

Creditors: amounts falling                      (6,000)                 (7,000)
due after more than one
Provisions for liabilities                        (981)                 (1,100)
and charges                                       ------                  ------
Net assets                                      10,565                  14,639
                                                  ------                  ------

Capital and reserves

Called up share capital                            905                     899
Share premium account                  3,939                 3,923
Capital redemption reserve                27                    27
Profit and loss account                5,694                 9,790
                                        ------                ------
                                                 9,660                  13,740
                                                  ------                  ------
Equity shareholders' funds                      10,565                  14,639
                                                  ------                  ------

Consolidated cash flow statement
for the year ended 31 December 2002

                                            2002      2002      2001      2001
                                Notes       #000      #000      #000      #000

Net cash inflow from operating       8               2,137               5,683
Returns on investment and            8                (558)               (735)
servicing of finance
Taxation                                              (240)               (370)
Capital expenditure
Purchase of tangible fixed                (2,338)             (4,138)
Purchase of intangible fixed                 (25)                (66)
Sale of tangible fixed assets                 44                  43
                                            ------              ------
Net cash outflow for capital                        (2,319)             (4,161)
Disposals                          2,8               5,288                   -
Equity dividends paid                                 (362)               (405)
                                                      ------              ------
Cash inflow before financing                         3,946                  12
Net movement on share capital                           22                   -
Decrease in debt                                    (3,000)                  -
                                                      ------              ------
                                                    (2,978)                  -

                                                      ------              ------
Increase in cash in year             8                 968                  12
                                                      ------              ------

Reconciliation of net cash flow to movement in net debt
for the year ended 31 December 2002

                                                              2002       2001
                                                 Notes        #000       #000

Increase in cash in year                              8        968         12
Cash outflow from movement in net debt                8      3,000          -
                                                              ------     ------
Change in net debt resulting from cash flows                 3,968         12
Net debt at 1st January                                    (10,136)   (10,148)
                                                              ------     ------
Net debt at 31st December                                   (6,168)   (10,136)
                                                              ------     ------

1         Segmental information

Turnover and operating (loss) / profit
                               2002              2002        2001         2001
                           Turnover         Operating    Turnover    Operating
                               #000     (loss)/profit        #000       profit
                                                 #000                     #000

Restaurants and Media        32,948                28      33,050        1,350

Motor continuing              8,035               120       7,894           70
                             --------           -------    --------      -------
                             40,983               148      40,944        1,420
Motor discontinued           37,997              (783)     78,136        1,095
                             --------           -------    --------      -------
                             78,980              (635)    119,080        2,515
                             --------                      --------
Head office costs                                (690)                    (762)
                                                -------                  -------
                                               (1,325)                   1,753
                                                -------                  -------

The Motor discontinued business incurred a charge for cost of sale of
#37,214,000 (2001:#76,050,000) and the administration costs were #1,566,000
(2001:#991,000). Included in the Motor discontinued figure for 2002 is a charge
of #717,000 relating to an accounting irregularity within the Motor Division.
This was discovered after the disposal of the Motor businesses and is detailed
in the Financial Review. An additional sum of #899,000 has similarly been
identified. It can be traced back to at least 1999 and consequently has been
treated as a prior year item. As a result the opening reserves as at 1st January
2001 have been restated by that amount, net of tax.

The Motor continuing profit for 2002 is after administration costs incurred
between September and December 2002 of #40,000. No administration costs were
charged in 2001.

Interest payable and similar charges are not attributed to individual

2   Disposal of motor businesses

During the year the three Motor dealerships and one accident repair centre were
sold, in two separate transactions. On 10th July 2002 the Newbury Ford
dealership and Newbury accident repair centre were sold to City Motor Holdings
Limited. The fixed assets and stocks were sold at book value plus #250,007 for

On 29th August 2002 the Wokingham and Bracknell Ford dealerships were
sold to the Inchcape Group. The fixed assets and stocks were sold at book value
plus #110,006 for goodwill. Details of the two transactions were as follows:

                                     Newbury         Wokingham and       Total
                                       #'000                             #'000
Tangible fixed assets                    606               1,097         1,703
Stock                                  1,227               2,316         3,543
Other                                     65                 (25)           40
Cash floats                                3                   3             6
                                     ---------          ----------      --------
Assets sold at book value              1,901               3,391         5,292
Goodwill                                 250                 110           360
                                     ---------          ----------      --------
Proceeds before costs                  2,151               3,501         5,652
Costs                                   (153)               (205)         (358)
                                     ---------          ----------      --------
Net proceeds                           1,998               3,296         5,294
                                     ---------          ----------      --------

Profit / (loss) on sale                   97                 (95)            2
                                     ---------          ----------      --------

The two transactions involved the sale of fixed assets and stock, with
debtors and creditors excluded and remaining the responsibility of Gowrings
Motor Holdings to collect and pay. The net profit on sale of the four businesses
is shown as an exceptional item.

3      Exceptional items

a) The profit on sale of the Motor businesses is detailed in note 2 above.

b) As a result of the sale of the Motor businesses the Group reorganised the 
senior management structure of the Group. The positions of Managing Director for 
each of the two main businesses, Motor and Restaurants, were discontinued. The 
compensation paid to the two Managing Directors in order to meet the Group's 
contractual obligations totalled #276,000, including costs.

c) The Group has undertaken a review of the asset values of the restaurant 
business. An impairment in value has been identified covering both tangible and 
intangible fixed assets. The asset write down is:


Tangible assets                                                          1,842
Intangible assets                                                          363

4       Taxation

                                                                  2002    2001
                                                                  #000    #000

UK corporation tax at 30% (2001 : 30%)                            (215)    398
Deferred taxation                                                 (100)    136
Adjustments in respect of earlier years:           corporation     (79)    (70)
deferred tax                                                       (19)    (50)
                                                                 -------  ------

                                                                  (413)    414
                                                                 -------  ------

5 Dividends

                                                                 2002     2001
                                                                 #000     #000
Ordinary shares

Interim dividend paid of 1.0 p per share (2001: 1.5 p)             92      135
Final dividend proposed of 1.0p per share (2001: 3.0p)             91      270
                                                                -------   ------
                                                                  183      405
                                                                -------   ------

6    Earnings per share

                                                                  2002    2001
                                                                  #000    #000
Basic and diluted earnings                                      (3,913)    591

Adjustment for amortisation of goodwill                            209     200
                                                                 -------  ------
Adjusted (loss)/profit for earnings before amortisation of      (3,704)    791
Adjustment for exceptional items                                 2,479       -
Tax on exceptional items                                           (83)      -
                                                                 -------  ------
Adjusted (loss)/profit for earnings before amortisation of      (1,308)    791
goodwill and exceptional items                                   -------  ------

Earnings per share

Basic                                                         (43.32p)    6.58p
Before goodwill amortisation                                  (41.01p)    8.80p
Before goodwill amortisation and exceptional items            (14.48p)    8.80p
Diluted                                                       (42.80p)    6.52p

Earnings per share is calculated by dividing the (loss)/profit after tax
by 9,031,857 ordinary shares (2001: 8,988,460 shares), being the weighted
average number of shares in issue during the year. The earnings per share before
amortisation of goodwill uses the (loss)/profit after tax, adjusted to exclude
the effect of the amortisation of goodwill divided by the weighted average
number of shares. The earnings before amortisation of goodwill and exceptional
items uses the (loss)/profit after tax, adjusted to exclude the effect of
amortisation of goodwill and exceptional items net of tax divided by the
weighted average number of shares. The diluted earnings per share uses the
(loss)/profit after tax divided by the weighted average number of shares plus
110,000 (2001: 76,734) shares representing the fair value of the weighted
average number of shares under option during the year.

7    Current assets and liabilities

As a result of the sale of the motor businesses (see note 2) the value of stock,
debtors and creditors have all reduced significantly.

8    Notes to accompany group cash flow statement

(a) Reconciliation of operating (loss)/profit to operating cash flows

                                                              2002        2001
                                                              #000        #000
Operating (loss)/profit                                     (3,804)      1,753
Depreciation and amortisation                                2,242       2,206
Asset write down                                             2,205           -
Loss on sale of fixed assets                                    44          21
Decrease/(increase) in stocks                                1,884      (1,146)
Decrease in debtors                                          2,701         822
(Decrease)/increase in creditors and provisions             (3,135)      2,027
                                                              ------      ------
Net cash inflow from operating activities                    2,137       5,683
                                                              ------      ------

(b) Analysis of cash flows for items netted in cash flow statement
                                                                  2002    2001
                                                                  #000    #000
Returns on investment and servicing of finance
Interest paid on bank loans and overdrafts                        (519)   (681)
Interest paid on finance leases and other credit arrangements      (39)    (54)
                                                                  ------  ------
Cash outflow for returns on investment and servicing of           (558)   (735)
finance                                                           ------  ------

Acquisitions and disposals

Sale of business                                                 5,294       -

Cash in hand disposed                                               (6)      -
                                                                  ------  ------
Net cash inflow for disposal                                     5,288       -
                                                                  ------  ------

Share capital issued                                             22          -

Net movement in bank loans and other loans                   (3,000)         -
                                                               ------     ------
Net cash outflow from financing                              (2,978)         -
                                                               ------     ------

(c) Analysis of net debt
                        1st January                              31st December
                               2002    Cash flow    Disposals             2002
                               #000         #000         #000             #000
Cash at bank                    141           21           (6)             156
Overdrafts                   (1,277)         953            -             (324)
                             --------     --------      -------         --------
                             (1,136)         974           (6)            (168)
                             --------     --------      -------         --------
Debt due within one          (2,000)       2,000            -                -
Debt due within two to       (7,000)       1,000            -            (6000)
five years                   --------     --------      -------         --------
                             (9,000)       3,000            -            (6000)
                             --------     --------      -------         --------
               Total        (10,136)       3,974           (6)           (6168)
                             --------     --------      -------         --------

9       The above is an abridged version of the group's full accounts for the
year ended 31 December 2002 on which the group's auditors have given an
unqualified opinion. These accounts will be filed with the Registrar of
Companies after the Annual General Meeting that is to be held on 3rd July 2002.

10     The figures for the year ended 31 December 2001 are not full accounts.
The annual report and accounts have been delivered to the Registrar of Companies
and the auditors have given an unqualified report on those accounts.

11     Copies of the 2002 annual report, which will be posted to shareholders in
June 2003, may be obtained from the registered office of the Company, The
Grange, 18-21 Church Gate, Thatcham, Berkshire RG19 3PN.

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