Holidaybreak PLC
12 May 2006
HOLIDAYBREAK PLC
IFRS RESTATEMENT
• Holidaybreak plc today publishes an analysis of the main impact of
International Financial Reporting Standards (IFRS) on its results for 2005
together with a detailed reconciliation from UK Generally Accepted Accounting
Principles (UK GAAP) to IFRS.
In Summary
IFRS UK GAAP
£m £m
Headline profit for the year ended 30 September 2005* 31.7 32.0
Headline (loss) for the six months ended 31 March 2005* (8.0) (0.7)
Statutory profit before tax for the year ended 30 September 2005 21.1 19.4
Statutory (loss) for the six months ended 31 March 2005* (8.6) (2.4)
Headline earnings per share for the year ended 30 September 2005
(pps)* 48.5p 48.8p
Basic earnings per share for the year ended 30 September 2005
(pps) 28.6p 25.1p
Net assets at 30 September 2005 48.5 38.4
Net assets at 30 September 2004 43.7 36.5
* Headline profit and headline EPS are stated before amortisation and impairment
of goodwill/ intangibles of £12.6m under UK GAAP and £10.7m under IFRS. Headline
loss for the six months ended 31 March 2005 is stated before amortisation and
impairment of goodwill/ intangibles of £1.7m under UK GAAP, £0.6m under IFRS.
Bob Baddeley, Finance Director, said:
"The changes resulting from the adoption of IFRS are accounting changes only and
do not affect the underlying operations or cash flows of the Group."
The attached information is unaudited and may be subject to change.
Enquiries:
Bob Baddeley Holidaybreak
+44 (0) 1606 787100
Craig Breheny Brunswick
+44 (0) 20 7404 5959
Note to Editors
Holidaybreak (HBR.L) is listed on the London Stock Exchange. The European
specialist holiday group sold 3m holidays in the year ended 30 September 2005
(2004: 2.3m). Holidaybreak has three operating divisions: Hotel Breaks,
Adventure Travel and Camping. Each is a market leader in its respective
specialist sector of the European holiday industry, has multi-channel
distribution and is recognised for providing high standards of product and
service quality.
Restatement of financial information for 2005 under International Financial
Reporting Standards (IFRS)
1. Introduction
Historically Holidaybreak plc has prepared its consolidated financial
statements in accordance with UK GAAP. As a result of changes in EU
legislation Holidaybreak plc will need in future to prepare consolidated
financial statements in accordance with IFRS.
This change applies to all accounting periods beginning on or after 1 January
2005. The Group's first Interim Report under IFRS will therefore be for the
six months ended 31 March 2006 and its first Annual Report under IFRS will be
for the year ended 30 September 2006. Prior period comparatives are restated
to comply with IFRS.
2. Basis of preparation and first time adoption
The unaudited financial information presented in this document has been
prepared on the basis of all IFRSs that are expected to be applicable for the
Group's 2006 reporting. Further standards and/or interpretations may be
issued that could apply to 2006. If any such amendments, new standards or new
interpretations are issued these may require the financial information
provided in this document to be changed.
The Group will also continue to review its accounting policies in the light
of emerging industry consensus on the practical application of IFRS. This
could also mean that the financial information provided in this document may
require modification until the first complete set of audited IFRS financial
statements are completed for the year ending 30 September 2006.
The rules of first time adoption of IFRS are set out in IFRS 1 - 'First time
Adoption of International Financial Reporting Standards'. In general an
entity is required to define its IFRS policies and apply them
retrospectively. IFRS 1, does however, allow the entity to take advantage of
a number of exemptions from restating historical data in certain instances.
These exemptions, which are designed to simplify the transition process, have
been described below to the extent that the Group has applied them.
a) IFRS 2 "Share Based Payments"
IFRS 2 has been applied to all options granted after 7 November 2002 and
which have not fully vested as at 1 January 2005.
b) IFRS 3 "Business Combinations"
Holidaybreak plc has opted to apply IFRS 3 prospectively from 1 October 2004.
Accordingly, acquisitions prior to this date have not been restated for the
effects of IFRS 3.
c) IAS 32 "Financial Instruments: Disclosure and Presentation" and IAS 39
"Financial Instruments: Recognition and Measurement"
The Group will not present comparative information that complies with IAS 32 and
IAS 39.
d) IAS 16 "Property, Plant & Equipment
The Group has taken advantage of the IFRS 1 exemption to elect to measure the
value of tangible fixed assets at 1 October 2004, at historic cost.
3. Review of the Changes Arising from the Transition from UK GAAP to IFRS
The following explains the adjustments arising from the transition to IFRS.
a) IFRS 2 "Share Based Payments"
IFRS 2 requires an expense to be recorded in the income statement for all
forms of share-based payments. The expense is based on the fair value of the
share award at the date the award is made. The expense is recorded over the
period for which the employee provides services in respect of the share
scheme.
The main impact for the Group is that executive share option awards are now
recorded as an expense in the income statement at fair value. The fair value
of the options has been calculated using the Black Scholes option-pricing
model. The expense is recognised over the period from the date of award to
the date of vesting.
As referred to in 2(a) (above), IFRS 2 has only been applied to options
awarded after 7 November 2002 that had not vested at 1 January 2005. The
impact of the expense is to reduce profit before tax by £0.3m for the year
ended 30 September 2005, and to reduce retained profits by £0.2m at
1 October 2004.
b) IFRS 3 "Business Combinations"
IFRS 3 prohibits the amortisation of goodwill. The standard requires goodwill
to be carried at cost. Impairment reviews are required annually and when
there are indications that the carrying value may not be recoverable.
Goodwill amortised under UK GAAP during the year ended 30 September 2005
included an amount of £0.5m that has been reclassified to goodwill impairment
under IFRS. The Group has reversed the remaining goodwill amortisation charge
for the year ended 30 September 2005, resulting in an increase in profit
before tax of £3.4m.
IFRS 3 requires that consideration paid in excess of the value of assets
acquired be held in the balance sheet. Whereby under UK GAAP, this balance
was all deemed to be goodwill, intangible assets acquired that meet the
definition of an intangible asset under IAS 38 (i.e. assets that are
'identifiable non-monetary assets without physical substance') must be
identified, recognised separately from goodwill and amortised over the period
to which benefits from such assets relate.
A review of material acquisitions made by the Group since 1 October 2004 for
items that meet the definition of an intangible asset to be recognised under
IFRS 3 has identified the following:
Intangible asset Fair value Fair value Amortisation in Useful economic life
under UK GAAP under IFRS 2005
£m £m £m
Goodwill 38.9 29.2 - Not amortised
Brands - 7.5 0.4 10-20 years
Customer lists - 0.3 - 5 years
Order book at
acquisition - 0.7 0.7 Period to departure
Internal use
software - 1.2 0.3 3 years
------------- ---------- --------- -------- -----------
Total 38.9 38.9 1.4
------------- ---------- --------- -------- -----------
Whilst the Group believes that the valuation and subsequent amortisation of
intangible assets will not have a sizeable impact on the income statement,
the annual amortisation charge going forward is extremely difficult to
forecast accurately. The valuation of brands of travel companies, whilst not
considered to be a significant proportion of the value of the majority of
travel businesses, will vary in value from entity to entity. The value of the
order book at acquisition date will also be dependant on the travel season in
which acquisition occurs. In Holidaybreak's case, all holidays pre-booked at
the date of acquisition had been completed by 30 September 2005, and hence
the value of the order book at acquisition had been fully amortised by that
date.
c) IAS 10 "Post Balance Sheet Events "
Under UK GAAP proposed dividends payable were shown as a liability at the
balance sheet date if they related to a period prior to that date. A
liability was recognised even where the dividends in question were not
approved until after the balance sheet date. Under IAS 10 the declaration of
a dividend is only recognised as a liability at the date it is approved.
Additionally dividends no longer appear on the face of the income statement
but are instead shown within the Statement of Changes in Shareholder Equity.
The impact is to increase net assets at 30 September 2005 by £9.2m.
d) IAS 38 "Intangible Assets"
Under IAS 38 the policy on intangible assets is to capitalise all such assets
where they meet the criteria specified within IAS 38.
The standard requires that all expenditure on advertising and promotional
activities should be written off as incurred. Under UK GAAP, the Group's
policy has been to charge brochure, other marketing costs and other sales
related costs to the profit and loss account in the season to which they
relate. Under IFRS, these costs will be charged to the income statement as
incurred.
The impact of this change after deferred tax is to reduce net assets by
£1.2m at 30 September 2005. This adjustment will have no impact on the timing
of cash flows for the Group. As the value of costs previously deferred has
been similar each year, any adjustment to profit is expected to be small.
However, approximately £7.3m of expenditure in relation to brochure costs
previously charged in the second half of the financial year will now be
written off as incurred, thereby increasing the first half trading loss.
Consolidated Income Statement
For the year ended 30 September 2005
Adjustments
UK GAAP IAS 38 IFRS 2 IFRS 3 IFRS
£m £m £m £m £m
Revenue 303.0 303.0
Net operating costs (279.8) (1.4) (0.3) 3.4 (278.1)
-------------------------------- ------- ------- ------- ------ -------
Profit from operations 23.2 (1.4) (0.3) 3.4 24.9
Profit from disposal of property 0.6 0.6
Investment income 1.2 1.2
Interest payable and similar
charges (5.6) (5.6)
--------------------------------- ------- ------- ------- ------ -------
Profit on ordinary activities
before tax 19.4 (1.4) (0.3) 3.4 21.1
--------------------------------- ------- ------- ------- ------ -------
Tax on profit on ordinary
activities (7.6) - 0.1 (0.1) (7.6)
--------------------------------- ------- ------- ------- ------ -------
Profit on ordinary activities
after tax 11.8 (1.4) (0.2) 3.3 13.5
--------------------------------- ------- ------- ------- ------ -------
Consolidated Income Statement
For the six months ended 31 March 2005
Adjustments
UK GAAP IAS 38 IFRS 2 IFRS 3 IFRS
£m £m £m £m £m
Revenue 85.3 85.3
Net operating costs (85.6) (7.8) (0.1) 1.7 (91.8)
---------------------------------- ------- ------- ------- ------ -------
(Loss) from operations (0.3) (7.8) (0.1) 1.7 (6.5)
Investment income 0.4 0.4
Interest payable and similar
charges (2.5) (2.5)
---------------------------------- ------- ------- ------- ------ -------
(Loss) on ordinary activities
before tax (2.4) (7.8) (0.1) 1.7 (8.6)
---------------------------------- ------- ------- ------- ------ -------
Tax on (loss) on ordinary
activities 0.7 1.7 2.4
---------------------------------- ------- ------- ------- ------ -------
(Loss) on ordinary activities
after tax (1.7) 6.1 (0.1) 1.7 (6.2)
---------------------------------- ------- ------- ------- ------ -------
Consolidated Balance Sheet
At 30 September 2005
Adjustments
UK GAAP IAS 10 IAS 38 IFRS 2 IFRS 3 IFRS
£m £m £m £m £m £m
Non-current assets
Goodwill 62.3 (9.7) 3.4 56.0
Other intangible assets - 8.3 8.3
Property, plant and
equipment 62.9 62.9
-------------------------- ------- ------ ------ ------ ------ ------
125.2 - (1.4) - 3.4 127.2
-------------------------- ------- ------ ------ ------ ------ ------
Current assets
Inventories - 0.5 0.5
Trade and other
receivables 23.7 (1.8) 21.9
Cash and cash equivalents 50.4 50.4
-------------------------- ------- ------ ------ ------ ------ ------
74.1 - (1.3) - - 72.8
-------------------------- ------- ------ ------ ------ ------ ------
Assets held for sale 3.3 3.3
-------------------------- ------- ------ ------ ------ ------ ------
Total assets 202.6 - (2.7) - 3.4 203.3
-------------------------- ------- ------ ------ ------ ------ ------
Current liabilities
Trade and other payables (82.2) 9.2 (0.4) (73.4)
Tax liabilities (2.7) (2.7)
Obligations under
finance leases (5.8) (5.8)
Bank overdrafts and
loans (55.8) (55.8)
-------------------------- ------- ------ ------ ------ ------ ------
(146.5) 9.2 (0.4) - - (137.7)
-------------------------- ------- ------ ------ ------ ------ ------
Net current liabilities (72.4) 9.2 (1.7) - - (64.9)
-------------------------- ------- ------ ------ ------ ------ ------
Non-current liabilities
Deferred tax liabilities (6.1) 0.5 0.2 (0.1) (5.5)
Obligations under
finance leases (11.6) (11.6)
-------------------------- ------- ------ ------ ------ ------ ------
(17.7) - 0.5 0.2 (0.1) (17.1)
-------------------------- ------- ------ ------ ------ ------ ------
Total liabilities (164.2) 9.2 0.1 0.2 (0.1) (154.8)
-------------------------- ------- ------ ------ ------ ------ ------
Net assets 38.4 9.2 (2.6) 0.2 3.3 48.5
-------------------------- ------- ------ ------ ------ ------ ------
Equity
Share capital 2.4 2.4
Share premium account 36.9 36.9
Other reserves (3.8) (3.8)
Share option reserve - 0.5 0.5
Retained earnings -
brought forward 3.6 (1.2) (0.1) 2.3
- current year (0.7) 9.2 (1.4) (0.2) 3.3 10.2
-------------------------- ------- ------ ------ ------ ------ ------
Total equity 38.4 9.2 (2.6) 0.2 3.3 48.5
-------------------------- ------- ------ ------ ------ ------ ------
Consolidated Balance Sheet
At 1 October 2004
UK GAAP IAS 10 IAS 38 IFRS 2 IFRS
£m £m £m £m £m
Non-current assets
Goodwill 36.2 36.2
Property, plant and equipment 70.6 70.6
------------------------------ ------- ------ ------ ------ ------
106.8 - - - 106.8
------------------------------ ------- ------ ------ ------ ------
Current assets
Inventories - 0.5 0.5
Trade and other receivables 20.8 (1.8) 19.0
Cash and cash equivalents 31.4 31.4
------------------------------ ------- ------ ------ ------ ------
52.2 - (1.3) - 50.9
------------------------------ ------- ------ ------ ------ ------
Assets held for sale 3.5 3.5
------------------------------ ------- ------ ------ ------ ------
Total assets 162.5 - (1.3) - 161.2
------------------------------ ------- ------ ------ ------ ------
Current liabilities
Trade and other payables (74.1) 8.4 (0.3) (66.0)
Tax liabilities (1.9) (1.9)
Obligations under finance leases (7.2) (7.2)
Bank overdrafts and loans (7.6) (7.6)
------------------------------ ------- ------ ------ ------ ------
(90.8) 8.4 (0.3) - (82.7)
------------------------------ ------- ------ ------ ------ ------
Net current liabilities (38.6) 8.4 (1.6) - (31.8)
------------------------------ ------- ------ ------ ------ ------
Non-current liabilities
Bank loans (11.7) (11.7)
Deferred tax liabilities (6.1) 0.4 (5.7)
Obligations under finance leases (17.4) (17.4)
------------------------------ ------- ------ ------ ------ ------
(35.2) - 0.4 - (34.8)
------------------------------ ------- ------ ------ ------ ------
Total liabilities (126.0) 8.4 0.1 - (117.5)
------------------------------ ------- ------ ------ ------ ------
Net assets 36.5 8.4 (1.2) - 43.7
------------------------------ ------- ------ ------ ------ ------
Equity
Share capital 2.4 2.4
Share premium account 34.4 34.4
Other reserves (3.7) (3.7)
Share option reserve - 0.2 0.2
Retained earnings 3.4 8.4 (1.2) (0.2) 10.4
------------------------------ ------- ------ ------ ------ ------
Total equity 36.5 8.4 (1.2) - 43.7
------------------------------ ------- ------ ------ ------ ------
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The company news service from the London Stock Exchange
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