IFRS Statement

Microgen PLC 15 September 2005 microgen Information Management Solutions www.microgen.co.uk 15 September 2005 Adoption of International Financial Reporting Standards ('IFRS') Restatement of 2004 Financial Information Microgen plc, the Information Management Solutions company which provides software, services and consultancy, today announces the impact of the transition to IFRS on its 2004 financial results previously prepared in accordance with generally accepted accounting principles in the UK ('UK GAAP'). The impact on the key financial data for the year ended 31 December 2004 is summarised below: UK GAAP IFRS Year ended 31 Dec Year ended 31 Dec Comment on the impact and 2004 2004 £'000 £'000 adjustments of adopting IFRS Revenue 42,444 42,444 Profit before tax and goodwill 3,892 3,753 Share based payments and Amortisation amortisation of intangibles. Goodwill amortisation (2,774) - Goodwill no longer amortised but subject to annual impairment review Profit before tax 1,118 3,753 Share based payments, Amortisation of intangibles and goodwill no longer amortised. Profit after tax 173 2,840 Earnings per share Basic and diluted 0.2p 3.1p Adjusted Earnings per share Basic 4.3p 4.2p Diluted 4.2p 4.2p Total Equity 62,287 65,061 Net funds 14,600 14,600 Contact: Mike Phillips Group Finance Director Tel: 01252 772312 MICROGEN PLC Restatement of financial information under International Financial Reporting Standards ('IFRS') 15 September 2005 CONTENTS Introduction Summary of impact in 2004 Restated consolidated income statements Restated consolidated balance sheets Explanation of impact of adopting IFRS Appendices Appendix 1 Reconciliation of consolidated income statements for the six months ended 30 June 2004 and the year ended 31 December 2004 Appendix 2 Reconciliation of consolidated balance sheets as at 30 June 2004 and as at 31 December 2004 Appendix 3 Reconciliation of Net Assets/Total Equity as at 1 January 2004 Appendix 4 Significant accounting policies under IFRS Microgen plc Introduction Microgen plc is required to report its consolidated financial statements under IFRS, as adopted by the European Union, for all accounting periods beginning on or after 1 January 2005. Comparative information for 2004, previously reported under UK GAAP, must therefore be restated under IFRS. The first publicly available results to be prepared under IFRS are the interim results for the six months ended 30 June 2005 which are issued separately today. The purpose of this document is to explain the differences on the Group's consolidated results under IFRS, restate the comparative numbers accordingly and set out the significant accounting policies to be adopted under IFRS. The financial statements presented in this document are unaudited. Basis of preparation This document has been prepared on the basis of IFRS as issued by the International Accounting Standards Board (IASB), prior to the date of this document. IFRS are subject to amendment and therefore the restated financial information included in this document may be subject to change before its inclusion in the Group's 2005 Report and Accounts, which will contain the Group's first complete financial statements prepared in accordance with IFRS. IFRS 1 'First-Time Adoption of International Financial Reporting standards' details the rules for first time adoption of IFRS and the optional exemptions which may be used in applying the standards retrospectively to comparative periods. Microgen has used the following optional exemptions in adopting IFRS: 1. Financial Instruments - Implementation of IAS 32 'Financial Instruments: Disclosure and presentation' and IAS 39 'Financial Instruments: Recognition and measurement' has been deferred to the financial year ending 31 December 2005 therefore financial instruments will continue to be accounted for and presented in accordance with UK GAAP for the year ended 31 December 2004. 2. Business Combinations - IFRS 3 'Business Combinations' has only been applied to acquisitions completed after 1 January 2004. 3. Cumulative Translation Differences - The cumulative translation differences are deemed to be zero as at 1 January 2004. 4. Share based payments - Microgen has applied IFRS2 'Share Based Payments' only to share options issued after 7 November 2002 which had not vested by 31 December 2004. Summary of impact in 2004 The following table summarises the impact of the adoption of IFRS on the Group's operating profit for the six months ended 30 June 2004 and the year ended 31 December 2004. Reconciliation of operating profit Six months ended Year Ended 30 June 2004 31 Dec 2004 £'000 £'000 Operating profit - UK GAAP 1,187 86 Goodwill adjustment 1,317 2,774 Staff costs - holiday pay (147) - Staff costs - share based payments (44) (107) Amortisation of other intangible assets - (32) Reclassification of profit on sale of investment in another - 606 company Operating profit - IFRS 2,313 3,327 Restated consolidated income statements Unaudited for the six months ended 30 June 2004 Unaudited for the year ended 31 December 2004 Before Intangibles Total Before Intangibles Total intangibles amortisation intangibles amortisation and amortisation and and amortisation exceptional exceptional exceptional and exceptional items items items items £'000 £'000 £'000 £'000 £'000 £'000 Revenue 21,130 - 21,130 42,444 - 42,444 Operating costs (18,817) - (18,817) (37,452) (1,665) (39,117) Operating profit 2,313 - 2,313 4,992 (1,665) 3,327 Interest payable and similar charges (25) - (25) (53) - (53) Interest receivable 163 - 163 479 - 479 Profit on ordinary activities before tax 2,451 - 2,451 5,418 (1,665) 3,753 Tax on profit on ordinary activities (471) (913) Profit for the period 1,980 2,840 Profit attributable to equity shareholders 1,980 2,815 Profit attributable to minority interest - 25 1,980 2,840 Restated consolidated balance sheets Unaudited Unaudited as at as at 30 June 2004 31 Dec 2004 ASSETS £000 £000 Non-current assets Property, plant and equipment 3,762 3,774 Goodwill 44,775 53,272 Other intangible assets - 512 Deferred tax asset 1,185 1,972 Investments 2,678 - 52,400 59,530 Current assets Inventories 127 100 Trade and other receivables 7,456 8,164 Cash and cash equivalents 9,083 14,600 16,666 22,864 Non-current assets classified as held for sale 535 - 17,201 22,864 LIABILITIES Current liabilities Trade and other payables (11,111) (14,769) Current tax liabilities - (120) Provisions (701) (1,244) (11,812) (16,133) Net current assets 4,854 6,731 Non-current liabilities Provisions (1,683) (1,200) NET ASSETS 56,106 65,061 SHAREHOLDERS' EQUITY Ordinary shares 4,347 5,079 Share premium account 8,943 11,143 Merger reserve 31,075 36,389 Other reserves 334 334 Retained earnings 11,218 12,116 EQUITY SHAREHOLDERS' FUNDS 55,917 65,061 Minority interest 189 - TOTAL EQUITY 56,106 65,061 Explanation of impact of adopting IFRS The impact of adopting IFRS on the financial results of Microgen plc in 2004 is explained below: 1. Goodwill Under UK GAAP goodwill was capitalised and amortised over its useful economic life, which under Microgen's accounting policies was up to 20 years. Microgen has taken the exemption under IFRS 1 in respect of goodwill, and therefore the net book value of goodwill under UK GAAP at 31 December 2003 became the deemed cost of goodwill as at the date of transition (1 January 2004). Under IFRS this goodwill balance is no longer amortised but instead subject to an annual impairment review. The impact of adopting IFRS is to reverse the goodwill amortisation charged in 2004 and to increase the carrying value of goodwill in the balance sheets dated 30 June 2004 and 31 December 2004. 2. Other intangible assets Under UK GAAP research and development costs were expensed in the period they were incurred. IAS 38 requires that when activity is undertaken for a new or a substantially different product then this would be deemed to be development expenditure. This development expenditure is to be capitalised from the point in time that ALL of the following criteria are met: 1. the technical feasibility of completing an intangible asset so that it will be available for use or sale; 2. the intention to complete an intangible asset and use it or sell it 3. the ability to use or sell the intangible asset 4. how the intangible asset will generate probable future economic benefit. Among other things, the company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally the usefulness of the intangible asset. 5. the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset 6. the ability to measure reliably the expenditure attributable to the intangible asset during its development Once ALL of the criteria 1 - 6 above are satisfied then the applicable expenditure from that date until the date the new or substantially different product goes into maintenance and support mode would be capitalised and amortised over the useful life of the asset. Microgen has reviewed the Group's development expenditure against the IAS 38 capitalisation criteria and also reviewed best practice of international software and solutions companies and has determined that the amount to be capitalised is nil and so all costs have been expensed. 3. Employee benefits Holiday pay IAS 19 requires that a liability for holiday pay is recorded for all accrued entitlement at each balance sheet date; this was not a requirement under UK GAAP. It is not company policy to allow staff to carry forward annual leave or to pay any untaken annual leave; instead all staff are encouraged to take their full entitlement. Therefore, IAS 19 only impacts interim results in ensuring the correct cost has been allocated to each half year. 4. Share based payments The Group has applied IFRS 2 to all share options awarded after 7 November 2002 that had not vested before 31 December 2004. The standard requires that a cost is recognised in the income statement based on the fair value of the options and that this cost is spread over the vesting period of the scheme. The fair value is measured using an option pricing model. Microgen has used the Black Scholes model to determine the value of options awarded under the SAYE Scheme and the Monte Carlo pricing model for shares awarded under the executive share option schemes. Under UK GAAP no charge was recorded in the income statement for the award of share options as all awards were issued at market price. The impact of adopting IFRS is to expense a new cost in the income statement. The deferred tax impact of the IFRS 2 change has also been incorporated into the restatement under IFRS. 5. Business combinations Under UK GAAP the cost of an acquisition over and above the value of the net assets was deemed to be goodwill. IFRS 3 requires that each acquisition is considered separately and a value attributed to any identifiable other intangible assets such as software; customer lists and relationships; brand names and in progress research and development. The goodwill cost is therefore the difference between the consideration for the investment after deducting the value of net assets including other intangible assets. Microgen has considered the acquisition of AFA Systems plc in September 2004 and a value of £544,000 was attributed to customer contracts and related relationships. This intangible asset will be amortised over the useful life of the asset which in this case is deemed to be 5 years. 6. Presentational changes The primary financial statements contained in this document have been presented in accordance with IAS1 'Presentation of Financial Statements', IAS 7 'Cash Flow Statements' and IFRS 5 'Non-Current Assets Held for Sale and Discontinued Operations' a) Cash flows The Group has adopted IAS 7 'Cash Flow Statement'. None of the adjustments arising from IFRS restatement relate to cash and therefore there is no impact on the reported cash flows. Although there is no change to the cash flows of the Group, the format of the cash flow statement has changed and cash flows are now analysed between Operating, Investing and Financing activities. b) Non-current assets held for sale Under UK GAAP there is no requirement to separate tangible assets to be used within the business from those where the intention is to dispose of the assets. Microgen acquired two freehold properties as part of the MMT Computing plc acquisition in November 2003 which fall into this category as at 30 June 2004. IFRS 5 stipulates that such items are identified separately on the face of the balance sheet. The impact for Microgen is to separate out these items on the face of the balance sheet and to revise the Tangible Fixed Assets note. c) Provisions Under UK GAAP there is no requirement to separate provisions between current liabilities and non current liabilities. In adopting IFRS, Microgen has divided the provision for vacant properties between amounts due within one year, shown under current liabilities, and those due after more than one year which are shown in non-current liabilities on the face of the balance sheet. d) Reclassification of profit on investment in other company Under UK GAAP the profit on disposal of an investment in other company was an exceptional item in the income statement shown after Operating profit. Under IFRS this has been reclassified and although still an exceptional item it is included when arriving at operating profit. Appendix 1 Reconciliation of consolidated income statement for the six months ended 30 June 2004 UK GAAP IFRS Adjustments IFRS £'000 £'000 £'000 Revenue 21,130 - 21,130 Net operating expenses (19,943) 1,126 (18,817) Operating profit 1,187 1,126 2,313 Interest receivable 163 - 163 Interest payable (25) - (25) Profit before tax 1,325 1,126 2,451 Tax (484) 13 (471) Profit for the period 841 1,139 1,980 Reconciliation of consolidated income statement for the year ended 31 December 2004 UK GAAP IFRS Adjustments IFRS £'000 £'000 £'000 Revenue 42,444 - 42,444 Net operating expenses (42,358) 3,241 (39,117) Operating profit 86 3,241 3,327 Exceptional profit on disposal of investment in other 606 (606) - company Interest receivable 479 - 479 Interest payable (53) - (53) Profit before tax 1,118 2,635 3,753 Tax (945) 32 (913) Profit after tax 173 2,667 2,840 Minority Interest (25) - (25) Retained Profit 148 2,667 2,815 Appendix 1 - continued Analysis of IFRS income statement adjustments for the six months ended 30 June 2004 Share based Amortisation Amortisation Staff costs - Total IFRS impact payments of goodwill of intangibles holiday pay £'000 £'000 £'000 £'000 £'000 Revenue - - - - - Net operating expenses (44) 1,317 - (147) 1,126 Operating profit (44) 1,317 - (147) 1,126 Interest receivable - - - - - Interest payable - - - - - Profit before tax (44) 1,317 - (147) 1,126 Taxation 13 - - - 13 Profit for the period (31) 1,317 - (147) 1,139 Analysis of IFRS income statement adjustments for the year ended 31 December 2004 Share based Amortisation Amortisation Reclassification of Total IFRS impact payments of goodwill of intangibles profit on disposal of investment in other company £'000 £'000 £'000 £'000 £'000 Revenue - - - - - Net operating expenses (107) 2,774 (32) 606 3,241 Operating profit (107) 2,774 (32) 606 3,241 Exceptional profit on disposal - - - (606) (606) of investment in other company Interest receivable - - - - - Interest payable - - - - - Profit before tax (107) 2,774 (32) - 2,635 Taxation 32 - - - 32 Profit for the period (75) 2,774 (32) - 2,667 Appendix 2 Reconciliation of consolidated balance sheet as at 30 June 2004 UK GAAP IFRS impact IFRS £'000 £'000 £'000 ASSETS Non-current assets Property, plant & equipment 4,297 (535) 3,762 Goodwill 43,458 1,317 44,775 Other intangible assets - - - Deferred tax asset 1,172 13 1,185 Investments in other companies 2,678 - 2,678 51,605 795 52,400 Current assets Inventories 127 - 127 Trade and other receivables 7,456 - 7,456 Cash and cash equivalents 9,083 - 9,083 16,666 - 16,666 Non-current assets classified as held for sale - 535 535 16,666 535 17,201 LIABILITIES Current liabilities Trade and other payables (10,964) (147) (11,111) Current tax liabilities - - - Provisions (2,384) 1,683 (701) (13,348) 1,536 (11,812) Net current assets 3,318 2,071 5,389 Non-current liabilities Provisions - (1,683) (1,683) NET ASSETS 54,923 1,183 56,106 SHAREHOLDERS' EQUITY Ordinary shares 4,347 - 4,347 Share premium account 8,943 - 8,943 Merger reserve 31,075 - 31,075 Other reserves 334 - 334 Retained earnings 10,035 1,183 11,218 EQUITY SHAREHOLDERS' FUNDS 54,734 1,183 55,917 Minority interest 189 - 189 TOTAL EQUITY 54,923 1,183 56,106 Appendix 2 - continued Reconciliation of consolidated balance sheet as at 31 December 2004 UK GAAP IFRS Impact IFRS £'000 £'000 £'000 ASSETS Non-current assets Property, plant & equipment 3,774 - 3,774 Goodwill 51,042 2,230 53,272 Other intangible assets - 512 512 Deferred tax asset 1,940 32 1,972 Investments in other companies - - - 56,756 2,774 59,530 Current assets Inventories 100 - 100 Trade and other receivables 8,164 - 8,164 Cash and cash equivalents 14,600 - 14,600 22,864 - 22,864 Non-current assets classified as held for sale - - - 22,864 - 22,864 LIABILITIES Current Liabilities Trade and other payables (14,769) - (14,769) Current tax liabilities (120) - (120) Provisions (2,444) 1,200 (1,244) (17,333) 1,200 (16,133) Net current assets 5,531 1,200 6,731 Non-current liabilities Provisions - (1,200) (1,200) NET ASSETS 62,287 2,774 65,061 SHAREHOLDERS' EQUITY Ordinary shares 5,079 - 5,079 Share premium account 11,143 - 11,143 Merger reserve 36,389 - 36,389 Other reserves 334 - 334 Retained earnings 9,342 2,774 12,116 EQUITY SHAREHOLDERS' FUNDS 62,287 2,774 65,061 Minority Interest - - - TOTAL EQUITY 62,287 2,774 65,061 Appendix 2 - continued Analysis of IFRS balance sheet adjustments as at 30 June 2004 Amortisation Reclassification Staff Reclassification Deferred tax Total IFRS of goodwill of assets costs - of provision adjustment in impact holiday respect of pay Share based payments ASSETS £'000 £'000 £'000 £'000 £'000 £'000 Non-current assets Property, plant & equipment - (535) - - - (535) Goodwill 1,317 - - - - 1,317 Other intangible assets - - - - - - Deferred tax asset - - - - 13 13 Investments in other companies - - - - - - 1,317 (535) - - 13 795 Current assets Inventories - - - - - - Trade and other receivables - - - - - - Cash and cash equivalents - - - - - - - - - - - - Non-current assets classified as held for sale - 535 - - - 535 - 535 - - - 535 LIABILITIES Current Liabilities Trade and other payables - - (147) - - (147) Current tax liabilities - - - - - - Provisions - - - (1,683) - (1,683) - - (147) (1,683) - (1,830) Net current assets/(liabilities) - - (147) (1,683) - (1,830) Non-current liabilities Provisions - - - 1 ,683 - 1,683 NET ASSETS 1,317 - (147) - 13 1,183 SHAREHOLDERS' EQUITY Ordinary shares - - - - - - Share premium account - - - - - - Merger reserve - - - - - - Other reserves - - - - - - Retained earnings 1,317 - (147) - 13 1,183 EQUITY SHAREHOLDERS' FUNDS 1,317 - (147) - 13 1,183 Minority interest - - - - - - TOTAL EQUITY 1,317 - (147) - 13 1,183 Appendix 2 - continued Analysis of IFRS balance sheet adjustments as at 31 December 2004 Amortisation Reclassification Amortisation Deferred tax Reclassification Total IFRS of goodwill of intangibles of intangibles adjustment in of provision impact respect of share based payments ASSETS £'000 £'000 £'000 £'000 £'000 £'000 Non-current assets Property, plant & equipment - - - - - - Goodwill 2,774 (544) - - - 2,230 Other intangible assets - 544 (32) - - 512 Deferred tax asset - - - 32 - 32 Investments in other companies - - - - - - 2,774 - (32) 32 - 2,774 Current assets Inventories - - - - - - Trade and other receivables - - - - - - Cash and cash equivalents - - - - - - - - - - - - Non-current assets classified as - - - - - - held for sale - - - - - - LIABILITIES Current Liabilities Trade and other payables - - - - - - Current tax liabilities - - - - - - Provisions - - - - (1,200) (1,200) - - - - (1,200) (1,200) Net current assets/ (liabilities) - - - - (1,200) (1,200) Non-current liabilities Provisions - - - - 1,200 1,200 NET ASSETS 2,774 - (32) 32 - 2,774 SHAREHOLDERS' EQUITY Ordinary shares - - - - - - Share premium account - - - - - - Merger reserve - - - - - - Other reserves - - - - - - Retained earnings 2,774 - (32) 32 - 2,774 EQUITY SHAREHOLDERS' FUNDS 2,774 - - - Minority Interest - - - - - - TOTAL EQUITY 2,774 - (32) 32 - 2,774 Appendix 3 Reconciliation of Net Assets/Total Equity as at 1 January 2004 £'000 Total Net Equity/Total Assets under UK GAAP 54,081 IFRS adjustments - --------- Total Net Equity/Total Assets under IFRS 54,081 ===== Appendix 4 Significant accounting policies under IFRS Basis of preparation European law requires that the Group's financial statements for the year ended 31 December 2005 are prepared on the basis of IFRS as endorsed for use in the European Union. IFRS are subject to amendment or interpretation by the IASB and there is an ongoing process of review and endorsement by the European Commission. The financial information contained in this document has been prepared on the basis of IFRS and International Financial Reporting Interpretations Committee 'IFRIC' interpretations and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS that the Directors expect to be applicable as at 31 December 2005. For the reasons outlined above, it is possible that the restated information for 2004 presented in this document may be subject to change before its inclusion in the Group's 2005 Report and Accounts, which will contain the Group's first complete financial statements prepared in accordance with IFRS. The policies set out below have been consistently applied to all the periods presented except for those relating to classification and measurement of financial instruments. The Group has made use of the exemption available under IFRS 1 to only apply IAS 32 and IAS 39 from 1 January 2005. Basis of consolidation The financial statements consolidate the results of Microgen plc and its subsidiary undertakings (subsidiaries). The results of the subsidiaries acquired are included within the consolidated income statement from the date that control passes to the Group. They are de-consolidated from the date on which control ceases. Acquisitions are accounted for under the purchase method of accounting. Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at acquisition date, irrespective of the extent of any minority interest. The excess of cost of acquisition over the fair value of the Group's share of the identifiable net assets is recorded as goodwill. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Revenue Recognition Software revenues are recognised in accordance with the principles of US GAAP SOP 97 -2 which also complies with IAS 18 'Revenue'. Software licences are recognised as revenue when the software has been delivered, provided a signed agreement is in place, the licence fee is fixed and determinable, no specific vendor obligations remain and the collection of the fee is probable. Where the licence fee relates to a specific term, this is recognised on a straight line basis over the term of the licence. Revenue from consulting and other monthly services is recognised at the time the service is performed. Revenue from maintenance and support contracts are recognised over the term of the contract on a straight line basis. Segmental reporting A business segment is a group of assets and operations engaged in providing products and services that are subject to risks and returns that are different to those from other segments. A geographical segment is engaged in providing products and services within a particular economic environment that is subject to risks and returns that are different from those of segments in other economic environments. The primary segmental reporting is by business sector being Financial Services and Commercial. Leasing Leases where the lessor retains substantially all the risks and rewards are classified as operating leases. Operating lease rentals are charged to the profit and loss account on a straight line basis over the life of the lease. The Group has no finance leases. Inventories Inventories, which comprise raw materials and consumables have been valued at lower of cost and net realisable value. Property, plant and equipment Property, plant and equipment is shown at cost less subsequent depreciation and adjusted for any impairment or revaluation. Land is not depreciated. Costs include expenditure that is directly attributable to the acquisition of the items. Depreciation is provided on assets so as to write off the cost of tangible fixed assets over their estimated useful lives by equal annual instalments at the following rates. Freehold and long leasehold buildings 2 per cent Leasehold improvements 20 per cent (or the life of the lease if shorter) Plant and Machinery 20 - 50 per cent Fixtures and Fittings 20 per cent Estimation of the useful economic life includes an assessment of the expected rate of technological developments and the intensity at which the assets are expected to be used. Goodwill Goodwill arising on consolidation represents the excess of the fair value of the consideration given over the fair value of the identifiable net assets acquired. Goodwill is capitalised on the balance sheet and subject to an annual impairment test. The carrying value of goodwill is cost less accumulated impairment losses. Other intangibles assets Research and development Research expenditure is expensed to the profit and loss account as incurred. Costs incurred on development projects relating to new or substantially improved products are recognised as other intangible assets when there is evidence as to the commercial and technical feasibility of the project. Technical feasibility of software products is generally reached shortly before the product is released, costs incurred after technical feasibility is achieved are not material and accordingly development costs are expensed when occurred. Identification of other intangibles Other intangible assets that are acquired by the Group as part of an acquisition are stated at cost less accumulated amortisation and impairment losses. The useful life of each of these assets is assessed on an individual basis and can range from 1 to 20 years. Amortisation is charged on a straight line basis over the estimated useful life of the assets. Impairment of assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows. Investments Financial fixed assets include investments in companies other than subsidiaries, which are recorded at cost, including additional direct charges. Cash and cash equivalents Cash is defined as cash in hand and on demand deposits. Cash equivalents are defined as short term, highly liquid investments with original maturities of three months or less. Share options The cost of issuing share options is recognised in the income statement based on the fair value of the options and this cost is spread over the period of the options. The fair value is measured using an option pricing model. The option pricing models used are the Black Scholes pricing model for the save as you earn schemes and the Monte Carlo pricing model for the executive share option schemes. Foreign currency Items included within the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates. The consolidated financial statements are presented in sterling, which is the Group's functional and presentational currency. Foreign transactions are translated into the functional currency at the exchange rate ruling when the transaction is entered into. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. On consolidation, the balance sheet of each overseas subsidiary is translated at the closing rate at the date of the balance sheet, and the income and expenses for each income statement are translated at the average exchange rate for the period. Exchange gains and losses arising thereon are recognised in the cumulative translation adjustment within reserves. Exchange differences arising from the translation of the net investment in foreign subsidiaries and are taken to shareholders' equity on consolidation. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale. Financial instruments 1 January 2004 to 31 December 2004 The Group did not use derivatives to manage its exposure to interest rates. Financial instruments were recognised in the balance sheet at their historical cost with long term liabilities discounted to their present value. From 1 January 2005 onwards In order to manage exchange rate risk the company operates a policy of entering into forward contracts in respect of transactions with the group's overseas development operations. Outstanding forward contracts are recognised at their fair value at each reporting date with any movement in the fair value taken to the income statement. Pensions The Group operates money purchase pension schemes in respect of its UK employees. The schemes are defined contribution schemes and employee and employer contributions are based on basic earnings for the current year. The schemes are funded by payments to a trustee-administered fund completely independent of the Group's finances. The expense is recognised on a monthly basis as incurred Taxation Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred income tax. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement. Provisions Provisions are created for vacant properties when the Group has a legal obligation for future expenditure. The provision is measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the increases specific to the liability. This information is provided by RNS The company news service from the London Stock Exchange
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