TE H M G R U P P C Cc 8 A L R E P O A E - The Gym Group

The Gym Group plcANNUAL REPORT AND ACCOUNTS 2018My Board colleagues and I continue to visitsites regularly; I have been pleased to visitformer Lifestyle and easyGym sites this yearto see the high quality of our conversionswith member gratitude obvious. We growfast but I have still visited the majority of oursites! Working out alongside members is themost fun, but also the most valuable way tosee the daily life of our operations.Our sites are often in some of the moreeconomically challenged locations or inareas that have not previously hadaffordable access to a gym and so we bringan important benefit to the community toengage in fitness, many for the first time.With a young membership we know thatadopting a healthy lifestyle can bring longterm benefits to individuals and society as awhole. We were also proud to support ‘Movefor Movember’, contributing over 100,000from member and staff activities anddonations to this important charity, in additionto member donations to other charitiescollected as part of the joining process.Of course, much is being written about theuncertain economic times and Brexit inparticular. We continue to expect to performwell; our high quality, outstanding valuefitness proposition will remain relevant evenif the economy becomes more subdued. Wedo not expect Brexit to impact our trading,having taken steps to ensure we have readyaccess to sufficient fitness equipment andfixtures to support our growth. We willremain focussed on delivering value for allstakeholders.Finally, let me extend thanks to my Boardcolleagues, particularly so in a year ofexecutive succession. Their support andchallenge are much appreciated. In turn, onbehalf of the Board, thank you to all ourcolleagues for their hard work, good nature andcommitment to delivering results for all.Penny HughesChairwoman19 March 2019FINANCIAL STATEMENTSOur initiativesIn order to codify the culture that we holddear at The Gym Group we haveestablished our values. We are committedto lead an organisation that helps membersand each other ‘Take The First Step’. We arecharacterised by ‘Realness’, being fair andhonest in all we do. We run gyms thataccentuate ‘Friendliness’ being welcoming,inclusive and not intimidating. ‘ChallengingYour Limits’ is a mindset we bring tomembers, to each other and to theCompany as a whole. We intend to live bythese values throughout the Company.During 2018 we worked on three keyinitiatives to build a stronger business. Webegan the rollout of LIVE IT, a class ofmembership that offers additional benefitsfor a small premium. This is developing well,with members enjoying the benefits of‘multiple sites’ and ‘bring a friend’ as well asthe FitQuest monitoring machines. We alsoundertook the implementation of a new ERPsystem, Workday, which will provide a farsuperior platform for our financial and HRsystems going forward and was animportant milestone. Finally, we continued totrial and refine our innovative new ways ofworking with Personal Trainers. This isperhaps the most important change to ourbusiness model since inception and sogetting it right was more important thangoing fast. Our trial phase is now completeand full rollout will run from April through toSeptember 2019. We are confident this makesus more attractive to Personal Trainers, whoin turn contribute significantly to highermember satisfaction. All of our colleaguesare supportive of this important change.GOVERNANCETransitioning a business from beingFounder-led requires some thought aboutthe unique qualities that Founders bring,particularly around culture and tone fromthe top. We have always been proud of theenthusiasm of our colleagues and ourstrong culture; the Board and executiveteam are determined to maintain this cultureand our values as we begin the nextchapter. Our purpose is to break downbarriers to fitness for all: Open 24/7,whenever members are ready; no contract,come and go as it suits; outstanding value;excellent quality gyms. This simple andinclusive approach has introducedhundreds of thousands of people to healthand fitness for the first time and we arepassionate about continuing withthis mission.STRATEGIC REPORTThe Nomination Committee engaged in athorough process to determine oursuccession plans. Further details areprovided in the Report of the NominationCommittee. Having considered externalcandidates, we were pleased to ask RichardDarwin to step up from CFO to CEO; thiscontinuity is welcome and Richard isambitious and committed to grow into theCEO role. We also undertook a thoroughsearch to find a successor CFO to Richardand were delighted to appoint Mark Georgeto the Board. Mark brings high quality,relevant experience and a good cultural fit;he is settling well into his role.OVERVIEWOur teamIt was also an important year for ourleadership team. John Treharne, Founder ofthe business in 2007, expressed his desireto step back from the CEO position havingled the business through more than tenyears of continued profitable growth,through our IPO in 2015 and beyond 100gyms; achievements he could barely havedreamed of in the early days. It has been areal privilege to work with such a successfulentrepreneur whose restless energy todeliver higher standards and whosepersonal style has created a culture ofwhich we are all proud. I am delighted thatJohn remains on the Board as FounderDirector, focussing on continued innovationand development and providing his greatexperience, network and wisdom to ourbusiness and to Board deliberations.5

6The Gym Group plcANNUAL REPORT AND ACCOUNTS 2018CHIEF EXECUTIVE’SSTATEMENTRESHAPINGFITNESSWE BELIEVE THAT OUR COREPROPOSITION PROVIDING A HIGHQUALITY, LOW COST OPERATIONWILL CONTINUE TO DRIVESTRONG DEMAND.AVE“ WE H PED ADEVELO IO OFLPORTFO DINGNOUTSTA”inGYMS.ard DarwRichIntroductionThis is my first report since becoming CEOof The Gym Group. It is a privilege to be thesecond CEO in the Company’s 11 yearhistory, succeeding our Founder, JohnTreharne. I am delighted that John remainsan integral part of the business and is onthe Board as Founder Director, enabling usto benefit from his experience, knowledgeand contacts. As the low cost gym marketcontinues to develop and grow, we will drawon his insight and ensure that we continueto develop the business reflecting theculture that John established.This has been another significant year ofgrowth for the business, and The GymGroup continues to build a strong marketshare in the low cost gym sector through acombination of acquisition and organicopenings. During the year we expanded ourestate by a further 30 sites, bringing thetotal to 158 at year end. We have doubledthe number of sites in two and a half years.17 new sites were opened during the year asa result of our organic opening programme(within our target of 15-20 sites), andadditionally we acquired 13 sites fromeasyGym – further strengthening ourposition in the South East. We financed thisacquisition principally through an equityplacing to maintain a relatively unleveragedbalance sheet and a strong covenant forlandlords; we are grateful for the support ofour shareholders which enabled us toaccelerate our growth in this way.This expansion continues to grow ourmembership base, with total year endmembers up 19.3% to 724,000 (2017:607,000) and average members up 31.3%to 693,000 (2017: 528,000). The ongoingexpansion of our business has led to anincrease in all our key metrics: revenue up35.6% to 123.9 million (2017: 91.4 million)and Group Adjusted EBITDA up by 31.6% to 36.8 million (2017: 28.0 million). AdjustedProfit before Tax increased by 19.4% to 14.4 million (2017: 12.0 million) and BasicAdjusted Earnings per Share up by 13.5%to 8.4p (2017: 7.4p). Our statutory Profitbefore Tax has increased to 10.0 million(2017: 9.2 million).

The Gym Group plcANNUAL REPORT AND ACCOUNTS 2018OVERVIEWStrategic progressDelivering performance from gymsOur primary financial goal is to develop sitesto maturity and achieve high levels of returnon capital. Overall this remains a businesswith significant potential, with a number ofsites that have been acquired or opened inThe 18 sites acquired as part of the Lifestyletransaction in September 2017 are stillmaturing. We took the decision during theyear to accelerate rebranding of all 18 sitesto The Gym brand, with 12 of theseconversions taking place in 2018. This willenable these gyms to benefit from ourbrand, marketing, systems and operatingmodel in 2019. Although it resulted in lowerrevenue and more weeks of site closuresthan initially expected in 2018, we wereprepared to make this decision in order tomaximise the best long term result for thebusiness. The consideration for the Lifestylebusiness was 20.5 million, alongside totalconversion costs of 9.0 million, an averageof 499,000 per site. We will target a 20%plus return on capital by 2020 on thisacquisition. This percentage is lower thanfor our organic openings, reflecting theacquisition premium incurred on such sites.Having integrated the Lifestyle sites aheadof schedule, we successfully completed ona second significant transaction with theacquisition of 13 sites branded easyGym inJuly 2018. This acquisition demonstrates ourfocus on quality as we purchased 13 out of16 sites, leaving behind three sites that failedto meet our location and financial criteria.The consideration for these 13 sites was 20.6 million, with contingent considerationof 4.1 million if two sites have leaseextensions agreed; discussions on the 4.1million remain ongoing. At December 2018we had successfully converted ten of thesesites to The Gym brand, enabling them tobenefit from our marketing and our platformduring the important January / Februarytrading period. The total cost of conversionhas been 312,000 per site. The easyGymacquisition further strengthens our networkin London (eight sites) and in four othercities where we already operate(Southampton, Cardiff, Liverpool andBirmingham). In particular, we expect strongtake-up of LIVE IT, our premium pricinginitiative, across the easyGym sites wherethere has not previously been a multi-siteoption for members. As with the Lifestyleacquisition, we are targeting a 20% returnon capital for this acquisition by 2020.One of the most significant changes in thepast year has been the overhaul of ourmarketing capability. This was facilitated bythe appointment of new agencies in mediaand creative, which has enabled us todeliver fresh and innovative marketingahead of the peak trading periods. During2018 our marketing plans used out of home,social media, performance marketing andlocal awareness. The marketing plan forJanuary / February 2019 introduced a freshnew campaign based on members’motivations for using The Gym – ‘So I can’– with the launch of our first ever TV advert.Improving operating efficienciesMature Site EBITDA margin in 2018 wasmarginally lower at 45.3% (2017: 47.0%), inline with our expectations and reflecting ourcontinued ability to apply our operatingmodel across a business of growing scale.The slight decrease in Mature Site EBITDAmargin does not impact our ability to meetreturn on capital targets. We have hadongoing success in being able to securenew sites with the appropriate level of fixedcost base to operate our businessefficiently, taking advantage of our everincreasing scale.FINANCIAL STATEMENTSIn a recent market report commissioned byus, PwC has evaluated the gym market inthe UK and estimated the potential size ofthe market to be 1,200 to 1,400 low costgyms, compared to 1,000 in previousassessments. This means that the market isforecast to double in size from where it istoday (654 low cost gyms at December2018). Penetration is estimated to increaseboth into new catchments that currently donot have a low cost gym, as well as othercatchments that can increase their numberof low cost gyms. Half of the future growth isforecast to come in the size of catchmentsin which we have opened to date (‘standardcatchments’) and half in smaller catchments.The PwC assessment implies that low costmember penetration could grow to 5-7% ofthe population by 2026 (2018: 3.7%penetration), a penetration growth rate wellbelow that achieved historically. With thestrength of our pipeline we are extremelywell placed to take advantage of the growthin standard catchments and are working onthe concept that can take advantage of thesmaller catchment opportunity; we intend toopen our first small box format gym later thisyear and expect to commence a rolloutthereafter.the last two years yet to reach maturity (interms of member numbers). At the year endwe had 89 sites that have been operatingfor more than two years (2017: 74 sites), just56% of the total estate. Of the remaining 69sites, 31 were acquired and 38 openedorganically in 2017 and 2018. These sitescontinue to increase profitability and arematuring as anticipated. Mature Site EBITDAwas 39.2 million, up 15.0% (2017: 34.1million), and Mature Site EBITDA per site was 440,000 (2017: 461,000). This reduction inMature EBITDA per site was expected andconsistent with our move to smaller sitesbuilt at lower capital cost; we continue totarget returns on capital of greater than 30%across our mature sites for organicopenings and in 2018 we achieved thattarget again with a return on capital in themature estate of 31% (2017: 32%). The returnon capital for mature sites opened between2008 and 2013 and for sites opened in 2014to 2016 is also consistent at 30%.GOVERNANCEThe low cost gym market continues to growrapidly, and our organic and acquisitionstrategy has enabled us to continue to buildmarket share. Low cost gyms remain themost attractive part of the health and fitnessmarket. Overall, our market share increasedfrom 22.4% in December 2017 to 24.2% inDecember 2018. The Gym Group achieved40% of the net growth in the market, as wecontinue to expand our market share, takingmembers from existing operators as well asthose who have never been a member of agym before.STRATEGIC REPORTDespite these metrics, a combinationof the acceleration of the rebranding ofthe Lifestyle Fitness sites and some delaysto the new opening schedule to be latersecond half weighted, caused lowerrevenue and fewer trading weeks. Despiterapid growth in both revenue and EBITDA,the Company delivered a less profitableresult than the Board’s high expectationsand below the EBITDA hurdle set for bonuses.These impacts on profits are expected tohave only a short term effect. We areextremely encouraged by the response ofthe Lifestyle sites, which have had morethan 20% membership growth sinceacquisition; and the gyms opened in 2018are maturing as we expect.7

8The Gym Group plcANNUAL REPORT AND ACCOUNTS 2018CHIEF EXECUTIVE’SSTATEMENT CONTINUED31%Return on Capital Employed55Sites within the M25We ended 2018 with an average headlineprice of 17.14 per month (2017: 17.50). Ourphilosophy remains to be a high qualityoperator charging the lowest price in anygiven market. As in previous years, we havesought to maximise revenue on a site-bysite basis by balancing volume and price, sotook the decision at the end of 2018 toreduce prices across approximately 30% ofthe estate. We are pleased with theresponse to this decision, with membershipvolumes growing by 1.5 times the growthrate of the rest of the estate (October 2018to February 2019).Some of these sites were the Lifestyle sitesthat had not gone through the same pricingchanges that one of our organic openingsexperiences. In other sites we continue toendeavour to increase yield where the localmarket allows – pricing decisions are madethrough a combination of data analytics andlocal market intelligence. Average Revenueper Member per Month increased by 3.3%across our estate and we expect furtherprogress in 2019 as sites become moreestablished and LIVE IT has been in placefor a whole year across the estate.LIVE IT, our premium pricing initiative, wasrolled out nationally by May 2018 and 85,000members had taken advantage of this offer byDecember 2018. We continue to beencouraged by the level of take-up andexpect further growth in absolute numbers asthose sites that have not had LIVE IT for awhole year go through their initial months ofmember acquisition. As expected, the mostsignificant take-up is from new membersjoining. We continue to monitor thecharacteristics of tenure and attrition of ourLIVE IT members and currently they matchthose of our DO IT members. LIVE IT will be animportant contributor to yield growth in 2019.Achieving our rollout strategyWe opened 17 sites organically in 2018. Ourprimary focus is choosing optimal locationsand we open the number of sites that isconsistent with that aim. Our strong, listedcompany covenant is highly attractive tolandlords, which results in winning the bestsites that come onto the market. Wecontinue to expect to open a geographicallydiverse range of sites to build on ourstrength in the South East, where 50% of ourgyms are currently located. In 2018 weopened a number of strong London sites;today 55 of the sites are located within theM25. Our new sites continue to trade wellwith strong opening profiles. We are veryencouraged by the performance of thegyms opened in 2017, which have deliveredan EBITDA margin that is consistent with thefirst year performance of previous cohorts,and expect to see strong returns on capital.The 2018 cohort opened later in the yearthan originally planned. This meant theywere earlier in their maturity profile andtherefore resulted in lower revenue in 2018than our original plans.The flexibility of our model allows us to takeadvantage of trends in the property market.Increasingly we are taking space in newdevelopments such as Tottenham WhiteHart Lane, Sutton and Stockport. In 2019 weanticipate opening 15 to 20 sites and thepipeline of new sites is encouraging for 2019and into 2020. As in previous years,openings are expected to be weightedtowards to the second half of 2019.In addition to the conversions of theLifestyle and easyGym sites, investmentcontinued across our existing estate with asubstantial refurbishment programme toensure that all our sites benefit from modernsignage along with the most up-to-datebranding and product mix. Our aim was toensure the estate matched a commonstandard by the end of 2018 and other thanin a handful of sites this was achieved. Ourrolling maintenance programme requiressites to be closed every six months for twodays and ensures sites are maintained to ahigh standard. In the future we will focus themore substantial refurbishments on sitesthat need a competitive boost in theirlocal market.In the past year we retendered our gymequipment supply contract, splitting thecontract into equipment and accessoriesand in the process achieving a further 10%reduction in capital costs across theseareas. As part of our Brexit planning we havestockpiled the capital requirements, includinggym equipment, sourced from Europe toensure we can continue to meet our rollouttarget in the first six months of 2019.Developing the member propositionOur new system of tracking membersatisfaction, which measures customerfeedback, has now been deployed at sitelevel for over a year. Detailed membersatisfaction feedback is available via an appfor General Managers, enabling them tofocus their time on activities that improvelevels of member satisfaction. This newsystem has enabled us to identify bestpractice and roll it out across the estate.The new Personal Trainer operating modelis another driver behind enhanced membersatisfaction and reflects the determinationof our business to put member service atthe heart of everything we do.

The Gym Group plcANNUAL REPORT AND ACCOUNTS 2018OVERVIEWGOVERNANCEWe believe it will deliver tangible benefitsand retain our competitive advantage byattracting and retaining the best PersonalTrainers operating in our gyms.The business has grown rapidly over thepast few years and in doing so it isimportant that we identify the features thathave made it a special place to work. As aresult of the transition of John Treharne fromCEO to Founder Director, we decided weneeded to consult with a number ofcolleagues to define the values and cultureassociated with The Gym Group. Thesevalues will drive our colleague engagementand member interaction in future years. Ouroverall brand purpose is that The Gymbreaks down barriers to fitness. This hasbeen central to The Gym’s purpose since itcreated the first low cost gym brand in theUK, and became the first to offer 24/7operation and online-only sign-ups. As wecontinue to develop we will ensure weremain true to our culture.I feel proud that our business has a strongsocial purpose in improving the health of thenation. We believe this conviction and ourcore low cost ethos will allow us to continueto drive demand, even with the uncertaineconomic environment caused by Brexit.We continue to build the central teams thatcan support the management at site level.Our intent remains to drive performance at alocal level while providing high qualitycentral support. In 2018, the focus has beento build strong teams that can support ourambition. Infrastructure developments willenable us to run a business of greater scaleand substance. I was delighted to welcomeMark George to the team and the Board asCFO. Mark brings a highly relevant set ofskills in digital businesses such as ASOSand Auto Trader as well as multi-siteexperience from a number of roles at Tesco.Ann-marie Murphy also joined as Director ofPeople and Development during the yearand already has made significant progressin supporting our front-line operations.The commitment of all our people remainskey to the success of this business, whetherit be in supporting new site openings,integrating acquisitions or in day-to-dayoperations. Over the past year we havewelcomed many employees from Lifestyleand easyGym and other new colleagues tosupport our growth. Additionally, during thecoming year we will bring on board a further1,500 Personal Trainers as part-timeemployees. I would like to welcome them allto the business and along with our existingdedicated colleagues, I thank them all fortheir ongoing commitment to this business.OutlookThe new financial year has started well andcurrent trading is in line with the Board’sexpectations. Membership numbers at theend of February show an increase to793,000, another record level, with a 9.5%increase since December 2018. Thesignificant levels of member growth arebeing reinforced by the performance ofour acquisitions from Lifestyle and easyGymthat have been fully integrated into theGroup. In 2019 we anticipate opening 15 to20 sites, with six in the first half of the year.We expect to maintain our ratio of havingover 50% of our sites in the South East andexpect LIVE IT to continue to increase inpenetration and underpin our yield growth.We have developed a portfolio ofoutstanding gyms and in 2019 we arecommitted to continue driving profitableprogress. We remain confident in our modeland its ability to drive value for colleaguesand shareholders as the business continuesits rapid development.Richard DarwinChief Executive Officer19 March 2019FINANCIAL STATEMENTSOur peopleDuring the ye

FOUNDED IN 2007, THE Gym IS THE ORIGINAl pROVIDER OF HIGH QUAlITy, lOW cOST Gym FATIES IN THE UK. WE OFFER cIlI 24/7, NO cONTRAcT Gym mERSHIEmB pS DElIVERING GREAT VAlUE-FOR-mONEy FOR All OUR mEmBERS. Our technology-led operating model enables us to improve our member . experience, to continually inform our business strategy with comprehensive