RNS Number:2722N
Penna Consulting PLC
08 July 2003



                               PENNA CONSULTING PLC ANNOUNCES

                                     FULL YEAR RESULTS

            8 July 2003

            Penna Consulting Plc, (PNA), the leading international partner of
            choice in human capital management, today announced preliminary
            results for the year ended 31 March 2003.

            Highlights

      * Career Consulting remained strong
      * Continued challenging markets for Change Consulting and Resourcing
      * Diversification into other sectors progressing well
      * Costs reduced
      * Further investment in services, technology and geography
      * Group turnover: #48.8m (2002: #52.3m)
      * Profit before tax, goodwill and exceptional items: #4m (2002: #6.5m)
      * Loss before tax: #5.5m (2002: Profit #4.4m)
      * Diluted earnings per share, before goodwill and exceptional items:
        12.7p (2002: 23.5p)
      * Full year dividend held at 2002 level: 3.6p per share (2002: 3.6p per
        share)
      * #4.6m cash generated from operating activities (2002: #5.2m)
      * #5.4m cash at year end (2002: #8.5m)


            Commenting on the results, Michael Jolly, Chief Executive said:

            "The 2002/03 year was challenging. We continued to balance cost
            management with investing for the future as our performance improved
            through the year. Notwithstanding our satisfactory start to this
            year and the benefits to come from our restructuring, the markets
            for our services remain uncertain. What is more certain is that
            organisations have a growing need to improve performance through
            their people, and our expertise enables us to help our clients meet
            that need."

                               Preliminary Results - 2002/03

            The year 2002/03 was challenging. We continued to balance cost
            management with investing for the future as our performance improved
            through the year.

            We are disappointed to be reporting a fall in our diluted earnings
            per share from 23.5p to 12.7p before restructuring costs, goodwill
            amortisation and other exceptional costs. We are encouraged by the
            way our revenues have risen as we progressed through the year.

            Our total revenues were #48.8m (2001/02: #52.3m). Operating costs
            fell 2.8% to #44.8m, resulting in profit before tax, restructuring
            costs, goodwill amortisation and other exceptional costs of #4.0m
            (2001/02: #6.5m)

            Our Dividend

            The Board has recommended a final dividend of 2.1p (2001/02: 2.1p),
            making a total payment for the year of 3.6p (2001/02: 3.6p). The
            final dividend will be payable on 3rd October 2003 to shareholders
            on the register at close of business on 5th September 2003.

            Career Consulting

            Following a record 2001/02, widespread corporate downsizing
            continued in response to economic difficulties but at slightly more
            modest levels. Although our total revenues fell by #1.9m to #35.4m,
            our business within the banking community grew 15% to a new record
            high. Operating profits eased to #7.5m as margins softened from last
            year's 25% to 21% due to some price pressure and, most notably,
            additional short-term property costs incurred to meet the heavy
            demand from our banking clients.

            Change Consulting

            Demand for our services was hampered by many clients remaining
            cautious on spending in the light of ongoing uncertainty.

            Revenues fell by #1.7m to #6.5m and profits slipped from #0.7m in
            2002 to a loss of #0.7m. Our response was to develop and refine our
            business development processes and re-focus our efforts. As a
            consequence, the year saw our quarter on quarter revenues steadily
            rising and we ended the year trading profitably.

            Resourcing

            2002/03 remained a difficult year for the recruitment market. After
            last year's drop in our revenues of 47% to #7.6m, 2002/03 saw
            revenues level off at #7.3m. Our 2001/02 loss of #1.9m was reduced
            to a loss of #0.9m.

            In managing through this difficult time we have:

     i. taken great care to retain our core capability and coverage whilst
        keeping our overheads to a minimum;
    ii. generated improving revenues throughout each quarter of the year;
    iii. won new clients and broadened our business base.


            Our Interim Resourcing practice, providing experienced professional
            managers across a broad range of functions, often at short notice,
            has achieved 42% year on year growth in revenues and provides a
            substantial platform for further expansion.

            As organisations continue to seek ever more effective resourcing
            strategies, Penna Consulting continues to develop and widen its
            resourcing capabilities and expertise. During the year we invested a
            further #1.5m with this in mind, most significantly in our ability
            to offer a managed resourcing service using sophisticated
            technology. This enables us to offer improved effectiveness and
            efficiency in meeting our clients' recruitment needs.

            The Spread of our Business across Sectors

            Following our progress last year, 2002/03 saw further strides in
            spreading our revenues more evenly over our industry sectors. In
            particular, our business within a broad spread of public sector
            bodies grew 26% to over #5.5m. Our considerable and growing
            experience now means Penna Consulting is a preferred supplier to
            numerous local, regional and national bodies for many of our
            services.

            Serving our Clients Internationally

            As our clients continue to expand globally our strategy remains to
            serve them wherever they have need. Last year we reported an initial
            investment in a new, Canadian consultancy called Knightsbridge Human
            Capital Management. This year we have made a further investment of
            #1.5m to maintain our minority stake as this business has acquired
            Change Consulting and Resourcing capability to complement its Career
            Consulting business. Over the year it has grown to annualised
            revenues of over #10m and is building business across Canada with a
            similar strategy to ourselves. Penna Consulting has an option to
            acquire the business from 2004.

            Our People

            Despite the current challenges of our market place, our performance
            is a tribute to the commitment and capability of our people. We,
            like many of our clients, have continued to seek improved
            productivity. Lowering our cost base has required us to part company
            with some of our people. Whilst never easy, this has been achieved
            whilst improving our revenues through the year. A restructuring cost
            of #1.5m will reduce our people related costs by approximately #3m
            in 2004.

            The Quality of our Service

            The foundation stone of our success is the quality of our delivery
            in all that we do. Our commitment is as strong as ever, evidenced by
            our on-going Investors in People accreditation and our progress
            towards the new Matrix standard for quality service businesses.

            Goodwill

            In accordance with FRS 11 we have looked carefully at the carrying
            value of the goodwill attributed to acquisitions made since 1998. We
            have adjusted the valuation of these businesses in line with current
            market conditions and have recognised a goodwill impairment charge
            of #6m.

            Cash

            The group continues to generate cash, with #4.6m of cash generated
            from operating activities in the period. This cash has been used to
            continue to invest in the future of the business, most notably our
            investments in Canada and our managed recruitment capability
            described above.

            The effective tax charge of 40% for the group is distorted by the
            impact of disallowable charges and unrecovered losses from overseas
            operations. Going forward, a tax charge of approximately 32% can be
            expected on operating profits before goodwill amortisation.

            The Future

            Notwithstanding our satisfactory start to this year and the benefits
            to come from our restructuring, the markets for our services remain
            uncertain. What is more certain is that organisations have growing
            need to improve performance through their people, and our expertise
            enables us to help our clients meet that need.

            We will continue to exploit, and invest in, the opportunities
            technology offers for improving the quality and value we can offer
            our clients.

            We are committed to returning to profitable growth, continuing to
            generate cash and building shareholder value.

            We know our business model, culture and Penna-branded approach makes
            us an attractive employer of considerable talent. It is through just
            such talent we will succeed.

            Chairman             Suzie Mumme

            Chief Executive      Michael Jolly

            For further information please contact:

            Suzie Mumme, Chairman          Tel 020 7945 3505

            Michael Jolly, Chief Executive

            David Firth, Finance Director


GROUP PROFIT AND LOSS ACCOUNT

For the year ended 31 March 2003


                                               Results before Amortisation            Unaudited                  Audited
                                                                        of
                                              amortisation of   goodwill &
                                                   goodwill &  exceptional                TOTAL
                                                                     items
                                        Note      exceptional
                                                        items
                                                                      2003                 2003                     2002
                                                         2003
                                                                     #'000                #'000                    #'000
                                                        #'000

Turnover                                   3           48,782            -               48,782                   52,252
Operating costs before goodwill                      (44,737)      (1,992)             (46,729)                 (46,544)
amortisation
Amortisation & impairment of                                -      (7,467)              (7,467)                  (1,522)
goodwill
Operating profit/(loss)                    3            4,045      (9,459)              (5,414)                    4,186
Share of operating profit of               6               57         (34)                   23                        -
associate

Net interest (payable)/                                  (82)            -                 (82)                      189
receivable
Profit/(loss) on ordinary                               4,020      (9,493)              (5,473)                    4,375
activities before taxation
Taxation on profit/(loss) on                          (1,622)          437              (1,185)                  (2,012)
ordinary activities

Profit/(loss) on ordinary                               2,398      (9,056)              (6,658)                    2,363
activities after taxation
Dividends                                  4            (655)            -                (655)                    (649)
Retained profit/(loss) for the                          1,743      (9,056)              (7,313)                    1,714
year
Earnings/(loss) per share                  7
Basic
After amortisation of goodwill                              -            -              (37.0)p                    13.2p
Before amortisation of goodwill                         13.3p            -                 4.7p                    21.7p


Diluted
After amortisation of goodwill                              -            -              (37.0)p                    12.9p
Before amortisation of goodwill                         12.7p            -                 4.5p                    21.1p


Consolidated statement of total recognised gains and losses
For the year ended 31 March 2003

                                                                           2003                                     2002
                                                                          #'000                                    #'000

(Loss)/profit for the year                                              (6,658)                                    2,363
Gain/(loss) on foreign currency translation                                  38                                     (26)
Total recognised gains and losses for the year                          (6,620)                                    2,337





GROUP BALANCE SHEET

31 March 2003
                                                                                Unaudited                        Audited

                                                                                     2003                           2002
                                                  Note                              #'000                          #'000
Fixed assets
Intangible assets - goodwill                                                       18,353                         24,805
Tangible assets                                                                     2,317                          2,197
Investments                                          6                              2,517                          2,051
                                                                                   23,187                         29,053
Current assets
Debtors                                                                            13,473                         15,124
Cash at bank & in hand                               8                              5,407                          8,543
                                                                                   18,880                         23,667
Creditors: amounts falling due within one year                                   (17,363)                       (15,970)
Net current assets                                                                  1,517                          7,697
Total assets less current liabilities                                              24,704                         36,750

Creditors: amounts falling due after                                              (3,927)                        (7,213)
more than one year
Provisions for liabilities & charges                 9                              (457)                        (1,985)
Net assets                                                                         20,320                         27,552
Capital & reserves
Called up share capital                                                               901                            900
Share premium account                                                              10,234                         10,192
Merger reserve                                                                     10,170                         10,170
Profit and loss account                                                             (985)                          6,290
Shareholders' funds
Equity interests                                                                   20,320                         27,552



GROUP CASH FLOW STATEMENT

For the year ended 31 March 2003

                                                                                 Unaudited                       Audited
                                                                                      2003                          2002
                                                                                     #'000                         #'000
Operating (loss)/profit                                                            (5,448)                         4,185
Depreciation charges                                                                   834                           934
Amortisation & impairment of goodwill                                                7,501                         1,522
(Profit)/loss on disposal of tangible                                                  (9)                            62
fixed assets
Decrease/(Increase) in debtors                                                       1,818                         (624)
Decrease in creditors                                                                 (73)                         (875)

Net cash inflow from operating activities                                            4,623                         5,204
Returns on investments and servicing of finance                                       (78)                           189

Taxation paid                                                                      (2,226)                       (2,629)
Capital expenditure and financial investment
Purchase of tangible fixed assets                                                    (890)                       (1,435)
Increase in investments                                                            (1,456)                       (2,051)
Sale of tangible fixed assets                                                           13                             4

Net cash outflow from capital expenditure and financial investment                 (2,333)                       (3,482)

Acquisitions & disposals
Payment of deferred acquisition                                                      (266)                         (487)
consideration
Purchase of subsidiary undertakings                                                (1,583)                         (162)

Net cash outflow from acquisitions & disposals                                     (1,849)                         (649)

Equity dividends paid                                                                (649)                         (645)

Cash outflow before management of liquid resources and financing                   (2,512)                       (2,012)

Management of liquid resources
Cash withdrawn from short-term deposit                                               2,500                             9
Cash placed on restricted deposit                                                        -                         (500)
                                                                                     2,500                         (491)

Financing
Issue of ordinary share capital                                                         43                            62
Repayments of convertible loan notes                                                 (667)                             -
                                                                                     (624)                            62
Decrease in cash in the year                                                         (636)                       (2,441)


RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

For the year ended 31 March 2003
                                                                                      2003                          2002
                                                                                     #'000                         #'000
(Loss)/profit for the year                                                         (6,658)                         2,363
Dividends                                                                            (655)                         (649)
Adjustment to goodwill previously written off to reserves                                -                         1,169
Shares issued during the year                                                           43                           728
Gain/(loss) on foreign currency                                                         38                          (26)
translation
Net (reduction)/addition to shareholders' funds                                    (7,232)                         3,585
Opening shareholders' funds                                                         27,552                        23,967
Closing shareholder's funds                                                         20,320                        27,552

NOTES TO THE PRELIMINARY REPORT

1.     ACCOUNTING POLICIES

There have been no changes to the accounting policies set out in the 2002 Report
and Accounts.

2.     ACCOUNTS

The financial information set out in this document does not constitute statutory
accounts within the meaning of Section 240 of the Companies Act 1985. Statutory
accounts for the year ended 31 March 2002, on which the auditors gave an
unqualified audit report, have been delivered to the Registrar of Companies. The
Report and Accounts for 2003 will be posted to shareholders in August and copies
will be available from our Registered Office at 15 Welbeck Street, London W1G
9XT.

3.     SEGMENTAL ANALYSIS

The Group's turnover and operating profits were attributable to the following
activities:
                                                               Unaudited                            Audited

                                                             31 March 2003                       31 March 2002
                                                           Turnover          Operating         Turnover        Operating

                                                                                Profit                            Profit
                                                              #'000              #'000            #'000            #'000

Career Consulting                                            35,391              7,532           37,253            9,216
Resourcing                                                    7,315              (947)            7,642          (1,891)
Change Consulting                                             6,488              (744)            8,167              725
Intercompany sales                                            (412)                  -            (810)                -
Unallocated central overheads                                     -            (1,796)                -          (1,774)
                                                             48,782              4,045           52,252            6,276
Amortisation & impairment of goodwill                             -            (7,467)                -          (1,522)
Restructuring costs                                               -            (1,992)                -            (568)

                                                             48,782            (5,414)           52,252            4,186


                                                                             Unaudited                           Audited

                                                                         31 March 2003                     31 March 2002
                                                           Turnover   Operating Profit         Turnover Operating Profit

                                                              #'000              #'000            #'000            #'000

UK                                                           45,638              4,220           47,075            6,079
Rest of World                                                 3,144              (175)            5,177              197
Amortisation of goodwill & exceptional items                      -            (9,459)                -          (2,090)
                                                             48,782            (5,414)           52,252            4,186



 4. DIVIDENDS

    A final proposed dividend of 2.1p (2002: 2.1p) per ordinary share will be
    payable on 3 October 2003 to ordinary shareholders on the register at the
    close of business on 5 September 2003. During the year an interim dividend
    of 1.5p (2002: 1.5p) was paid.

 5. EXCEPTIONAL ITEMS

The exceptional items comprise:
                                                                          #'000s
Restructuring costs                                                        1,456
Write-down of investment in own shares                                       300
Write-off of call option & other aborted acquisition costs                   236
Goodwill impairment charge                                                 6,000
Amortisation of goodwill                                                   1,501
                                                                           9,493



6.     INVESTMENT IN ASSOCIATE

The investment at 31 March 2003 represents the Group's investment in 15% of the
ordinary equity of Knightsbridge Human Capital Management Inc. Since 1 October
2002, this has been accounted as an associate under the terms of FRS 9. Goodwill
arising on this investment is amortised in accordance with Group accounting
policy.
                                                                     Goodwill     Share of net assets              Total
                                                                        #'000                   #'000              #'000
Acquired 1 October 2002                                                 1,350                   1,148              2,498
Profits retained for the year                                               -                      53                 53
Amortisation for the year                                                (34)                       -               (34)
                                                                        1,316                   1,201              2,517



7.     EARNINGS PER SHARE

Earnings per share have been calculated by dividing the profit attributable to
shareholders for the financial year by the

weighted average number of ordinary shares in issue during the year. The
weighted average number of shares in issue is

based on the following information:
                                                                                 31 March 2003             31 March 2002
                                                                                     Unaudited                   Audited
                                                                                        number                    number
Weighted average number of shares in issue per basic earnings                       18,019,391                17,900,161

Dilutive effect of:

Share options                                                                          551,843                   196,435
                                                                                       
Convertible debt                                                                       249,128                   454,810

Weighted average number of shares in issue per diluted earnings                     18,820,362                18,551,406
                                                                                    


The profit attributable to shareholders used in the calculation of earnings per
share for the year is based on the following

information:
                                                                                   31 March 2003           31 March 2002
                                                                                       Unaudited                 Audited
                                                                                           #'000                   #'000
(Loss)/profit attributable to shareholders                                               (6,658)                   2,363
Interest on loan notes after tax                                                               -                      26
Exceptional items after tax                                                                1,555                     398
Goodwill amortisation                                                                      7,501                   1,522

Earnings per share before goodwill amortisation and exceptional items is
presented as an additional measure of the Group's

performance.

8.     CASH AT BANK AND IN HAND

The purchase consideration for certain acquisitions included the issue of loan
notes amounting to #3.6 million. An equivalent cash

amount was transferred into a restricted deposit account to guarantee the
payment of these loan notes. This is included within

cash at bank and in hand.

9.     PROVISIONS FOR LIABILITIES AND CHARGES

This item, amounting to #457,000, reflects the estimated deferred consideration
due under the acquisitions of Century Resources

Limited (#146,000), Fairchild International GmbH (#55,000) and The James Black
Partnership (#256,000).


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