IFRS Restatement

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