IFRS

Restaurant Group PLC 28 June 2005 The Restaurant Group plc Impact of the adoption of International Financial Reporting Standards The Restaurant Group plc ('TRG', or 'the Company' or 'the Group') today announces that it has completed preparations to adopt International Financial Reporting Standards ('IFRS'). For accounting periods commencing from 1 January 2005, TRG will prepare consolidated accounts in line with IFRS. As part of the transition to IFRS, TRG today presents its comparative information for the full year to 31 December 2004 under IFRS. Results for the full year to 31 December 2004 under UK GAAP are available from the company's website, www.trgplc.com. This announcement provides explanations and reconciliations from UK GAAP to IFRS for the year to 31 December 2004. The primary changes to TRG's reported financial information were highlighted at the time of the preliminary announcement made on 9 March 2005: • Consolidation of the results of DPP Restaurants Limited with effect from 31 December 2004 • Recognition of a relatively small number of building leases as finance leases • Recognition of the expense of share based payments For the year ended 31 December 2004, the impact on profit from the adoption of IFRS would be to reduce profit before tax by £0.9m, or 4% and reduce profit after tax by £0.8m, or 5%. Net assets would be increased by £5.0m, or 7%. The main item impacting on profit is a one-off goodwill impairment charge arising as a result of the requirement to consolidate the balance sheet of DPP. Excluding this the effect would be to reduce profit before tax by 1.5%. Stephen Critoph, Finance Director, said of the transitional adjustments; 'The Restaurant Group plc has concluded its transitional arrangements to IFRS. There is no change to the operating fundamentals and strong cash flow characteristics of the business. These accounting changes have only a minor impact on previously reported profit after tax.' A CONFERENCE CALL FOR ANALYSTS WILL BE HELD AT 3.00 PM ON 28 JUNE 2005. PLEASE CONTACT JAMIE RAMSAY AT COLLEGE HILL FOR DETAILS. 28 June 2005 Enquiries: The Restaurant Group plc Stephen Critoph (Finance Director) 020 7747 7750 Robert Morgan (Group Finance Manager) College Hill Matthew Smallwood 020 7457 2020 Introduction The Restaurant Group plc has historically prepared its accounts under UK Generally Accepted Accounting Practice ('UK GAAP'). For accounting periods commencing after 1 January 2005, TRG will prepare consolidated accounts under International Financial Reporting Standards ('IFRS'). The first results to be issued under IFRS will be the interim financial statements for the six months to 30 June 2005. The first full set of financial statements to be issued under IFRS will be for the year to 31 December 2005. This announcement provides the adjusted consolidated balance sheet and profit and loss account for TRG for the comparative periods to 31 December 2004, together with the reconciliation from UK GAAP to IFRS. It also sets out the material accounting policy changes from those set out in the UK GAAP financial statements for the year ended 31 December 2004. The figures in this document are based on those IFRS expected to be applicable at 31 December 2005 and the interpretation of those standards. IFRS are subject to possible amendment by and interpretive guidance from the International Accounting Standards Board ('IASB') as well as on-going endorsement and review by the EU and are, therefore, still subject to further change. Therefore these figures may require amendment before their inclusion in the IFRS financial statements for the six months to 30 June 2005 and year to 31 December 2005. Relationship to statutory accounts The financial information presented in this document is unaudited and does not comprise statutory accounts within the meaning of section 240 of the Companies Act 1985. The statutory accounts for the year ended 31 December 2004, on which the auditors have issued an unqualified report, have been delivered to the Registrar of Companies. IFRS 1: First time adoption choices IFRS 1, 'First-time Adoption of International Financial Reporting Standards' sets out the procedures that the Group must follow when it adopts IFRS for the first time as the basis for preparing its consolidated financial statements. The Group is required to establish its IFRS accounting policies as at 31 December 2005 and, in general, apply these retrospectively to determine the IFRS opening balance sheet at its date of transition, 1 January 2004. This standard provides a number of optional exceptions to this general principle. Set out below is a description of the significant first time adoption choices made by the Group. a) Business combinations before the date of transition (IFRS 3, 'Business Combinations') The Group has elected not to apply IFRS 3 retrospectively to business combinations that took place before the date of transition. As a result, in the opening balance sheet, goodwill arising from past business combinations (£50.4 million) remains written off to reserves as stated at 1 January 2004. b) Share-based Payments (IFRS 2, 'Share-based Payment') The Group has elected to apply IFRS 2 only to relevant share based payment transactions granted after 7 November 2002. As further share options are granted this will have an impact on the level of charge under IFRS 2. c) Financial Instruments (IAS 39, 'Financial Instruments: Recognition and Measurement' and IAS 32, 'Financial Instruments: Disclosure and Presentation') In accordance with the permitted transition arrangements, TRG will adopt IAS 32 and IAS 39 from 1 January 2005. These standards set out the accounting rules surrounding the recognition, measurement, disclosure and presentation of financial instruments. TRG holds two interest rate swaps to assist management of risk, which are detailed below. Presentation of Financial Information The primary statements within the financial information contained in this announcement have been presented in accordance with IAS 1, 'Presentation of Financial Statements'. However, this format and presentation may require modification as practice develops and in the event that further guidance is issued. Key impacts a) Deep Pan Pizza - consolidation as a subsidiary under IFRS In December 2001 TRG disposed of the Deep Pan Pizza business for a consideration of £3.3 million of which £1 million was paid on completion with the balance to be paid on a deferred basis. Since then, a further £1.8 million has been received, leaving an outstanding balance of £0.5 million. The business was sold to a new company, DPP Restaurants Limited ('DPP'), which has traded as Deep Pan Pizza. DPP faced a challenging trading environment during the latter part of 2004 and sought to counter this through a programme of estate rationalisation, and in so far as its financial resources have permitted, by investing in and refreshing some restaurants. On 17 November 2004 TRG announced that it had deferred settlement of the outstanding consideration due from DPP and had taken a warrant which incorporates an option (exercisable in certain specified circumstances) to convert its outstanding £0.5 million deferred consideration balance into new DPP ordinary shares at par. The option became exercisable on 31 December 2004 but TRG has currently chosen not to convert the warrant. If TRG were to exercise its option it would gain full control of DPP. As the option became exercisable on 31 December 2004, under IFRS the balance sheet for DPP is required to be consolidated although TRG does not have control of that company. Under IAS 27, the Group is required to consolidate the results and balance sheet of DPP, regardless of whether the option has been exercised or not. Under IFRS, there is a requirement that if a company can exercise theoretical control over another entity through an option, it should consolidate the entity concerned. IAS 27 specifically notes that the intentions of management and the financial ability to exercise control are not considered in assessing whether potential voting rights constitute control. Following the consolidation of DPP, goodwill of £0.6m has been written off through the profit and loss account. This is a one-off charge, recognised at the theoretical time of acquisition under IFRS. TRG's 2005 results will be impacted by this requirement of IFRS, with the results of DPP consolidated as a subsidiary. Under IAS 27, TRG will be required to consolidate 100% of the result of DPP, despite only holding a 19.9% stake in that company. b) Share-based payments IFRS 2, 'Share-based Payment' requires that an expense for equity instruments granted is recognised in the financial statements based on their fair value at the date of grant. This expense, which is primarily in relation to employee option and performance share schemes, is recognised over the vesting period of the scheme. As previously mentioned, IFRS 2 allows the measurement of this expense to be calculated only on options granted after 7 November 2002. The Group has principally adopted the Stochastic model for the purposes of computing fair value under IFRS. The additional pre-tax charge arising from the adoption of IFRS 2 on the Group's income statement is £0.2m for the year ended 31 December 2004. Following the grant of further options to employees and directors of the Group there will be a higher charge in the results of 2005. c) Leases IAS 17, 'Leases' requires that the land element of leases on land and buildings is considered separately for the purposes of determining whether the lease is a finance or operating lease. A majority of the Group's buildings are on leases of 25 years or less which may be classified as operating leases under IFRS. This treatment is consistent with UK GAAP. There are a small number of leases greater than 25 years and where there is an element of financing built into the rental payment cycle where the buildings elements of the leases have been reclassified as finance leases based on the criteria set out in IAS 17. As a result, the Group's IFRS balance sheet at 31 December 2004 includes additional tangible fixed assets of £2.8m and additional finance lease obligations of £4.4m included within current and non-current borrowings. The main impact on the income statement is that the operating lease payment charged to operating profit under UK GAAP is replaced with a depreciation charge of the asset (in operating profit) and a financing charge (interest expense). Whilst the total charge for a lease over the life of the lease will be the same under UK GAAP and IFRS, the profile of the charge is different, with the charge being more front loaded under IFRS. The net pre-tax impact on the income statement is a further charge of £0.1m for the year ended 31 December 2004. d) Dividends - period of recognition IAS 10, 'Events after the Balance Sheet Date' requires that dividends declared after the balance sheet date should not be recognised as a liability at that balance sheet date as the liability does not represent a present obligation as defined by IAS 37, 'Provisions, Contingent Liabilities and Contingent Assets'. Accordingly TRG has reversed dividends provided for at each respective balance sheet date. The proposed final dividend accrued for the year ended 31 December 2004 of £7.3m has been reversed in the IFRS balance sheet as at 31 December 2004 and, following approval by shareholders at the Annual General Meeting held on 25 May 2005, will be charged against reserves in 2005. e) Financial instruments IAS 32, 'Financial Instruments: Disclosure and Presentation' and IAS 39 'Financial Instruments: Recognition and Measurement' address the accounting for, and reporting of, financial instruments. IAS 39 sets out detailed accounting requirements in relation to financial assets and liabilities. All derivative financial instruments are accounted for at fair market value whilst other financial instruments are accounted for either at amortised cost or at fair value depending on their classification. As noted above, in the transition to IFRS the implementation of IAS 32 and IAS 39 has been deferred to 1 January 2005. The Group currently holds two interest rate swaps, both of which were entered into on 16 January 2003 for a period of three years, terminating on 15 January 2006. One interest rate swap is for a notional amount of £20,000,000, fixed at 4.55% per annum for a period of three years. The second interest rate swap is for a further notional amount of £20,000,000, fixed at 4.395% per annum for a period of three years. The second interest rate swap also provides the counterparty with the right, but not the obligation, to enter into a further transaction to renew the interest rate swap on £20,000,000 at 4.395% for a further two years, terminating on 15 January 2008. The fair value of these swaps is required to be recognised on the balance sheet. Movements in fair value will be recognised in the profit and loss account. In accordance with the transitional arrangements under IFRS, the opening balance sheet will include the market value of the swaps, which results in an asset of £127,000 as at 1 January 2005, with a resultant increase in reserves. f) Deferred taxation Under IFRS, TRG has included a deferred tax liability in respect of capital gains that have been rolled over into replacement assets. Under UK GAAP it was not necessary to provide for this. The Group has also accounted for deferred tax for the share option charge. This has resulted in the recognition of a deferred tax asset. Where the deferred tax credit to be recorded in the profit and loss account has exceeded 30% of the cumulative share option charge under IFRS 2, the remaining deferred tax credit has been taken directly to equity. The deferred tax asset has been recognised in full. The Restaurant Group plc International Financial Reporting Standards Consolidated income statement reconciliation at 31 December 2004 (unaudited) UK GAAP UK GAAP UK GAAP IFRS Before Exceptional Total (IFRS Total Results exceptional items format) adjustments items £000 £000 £000 £000 £000 Revenue 255,446 - 255,446 - 255,446 Cost of sales Excluding pre-opening costs (212,357) - (212,357) 356 (212,001) Pre-opening costs (948) - (948) - (948) (213,305) - (213,305) 356 (212,949) Gross profit 42,141 - 42,141 356 42,497 Administration costs Excluding one-off items (16,237) - (16,237) (190) (16,427) Recovered aborted bid costs - 457 457 - 457 (16,237) 457 (15,780) (190) (15,970) Trading profit 25,904 457 26,361 166 26,527 Loss on sale of business - (500) (500) - (500) Impairment of goodwill - - (588) (588) Loss and provision for loss on disposal of tangible - (2,554) (2,554) - (2,554) fixed assets Operating profit 25,904 (2,597) 23,307 (422) 22,885 Net finance charges (1,179) - (1,179) (488) (1,667) Profit before tax 24,725 (2,597) 22,128 (910) 21,218 Tax on profit on ordinary activities (7,747) 708 (7,039) 97 (6,942) Profit for the financial period 16,978 (1,889) 15,089 (813) 14,276 Attributable to: Equity shareholders 16,978 (1,889) 15,089 (813) 14,276 Minority interests - - - - - 16,978 (1,889) 15,089 (813) 14,276 The Restaurant Group plc International Financial Reporting Standards Consolidated balance sheet reconciliation at 31 December 2004 (unaudited) UK GAAP IFRS Total adjustments balance sheet £000 £000 £000 Non-current assets Intangible assets - - - Property, plant and equipment 149,683 5,167 154,850 Investment property - - - Investment in associates - - - Trade and other receivables - - - 149,683 5,167 154,850 Current assets Stocks 2,437 184 2,621 Trade and other receivables 4,459 (728) 3,731 Prepayments 10,065 547 10,612 Income tax - - - Financial assets - derivative financial - - - instruments Cash and cash equivalents 482 - 482 17,443 3 17,446 Total assets 167,126 5,170 172,296 Current liabilities Short-term borrowings (4,776) (358) (5,134) Income tax liabilities (5,531) - (5,531) Trade and other payables (62,247) 4,535 (57,712) Provisions (72,554) 4,177 (68,377) Net current liabilities (55,111) 4,180 (50,931) Non-current liabilities Long-term borrowings (7,000) (4,431) (11,431) Other payables - - - Deferred tax liabilities (16,092) 367 (15,725) Post employment benefits - - - Provisions (625) - (625) (23,717) (4,064) (27,781) Net assets 70,855 5,283 76,138 Equity Share capital 54,087 - 54,087 Share premium 19,422 - 19,422 Foreign currency reserve 245 - 245 Other reserves - 256 256 Retained earnings (2,899) 5,027 2,128 Total equity shareholders' interests 70,855 5,283 76,138 Minority interests - - - Total equity 70,855 5,283 76,138 The Restaurant Group plc International Financial Reporting Standards Consolidated income statement reconciliation at 31 December 2004 (unaudited) UK GAAP UK GAAP UK GAAP IAS 27 IFRS 2 IAS 17 IAS 10 IAS 12 IFRS Reclassify (IFRS DPP Share Leases Dividend Deferred Deferred Total Total detail format) adjustment based tax - tax - adjustments payments rolled share over options gains £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 Revenue 255,446 255,446 - 255,446 Cost of sales Excluding (212,357) (212,357) 356 356 (212,001) pre-opening costs Pre-opening (948) (948) - (948) costs (213,305) - (213,305) - - 356 - - - 356 (212,949) Gross profit 42,141 - 42,141 - - 356 - - - 356 42,497 Administration costs Excluding (16,237) (16,237) (190) (190) (16,427) one-off items Recovered 457 457 - 457 aborted bid costs (15,780) - (15,780) - (190) - - - - (190) (15,970) Trading profit 26,361 - 26,361 - (190) 356 - - - 166 26,527 Loss on sale (500) (500) - (500) of business Impairment of - (588) (588) (588) goodwill Loss and (2,554) (2,554) - (2,554) provision for loss on disposal of tangible fixed assets Operating 23,307 - 23,307 (588) (190) 356 - - - (422) 22,885 profit Net finance (1,179) (1,179) (488) (488) (1,667) charges Profit before 22,128 - 22,128 (588) (190) (132) - - - (910) 21,218 tax Tax on profit (7,039) (7,039) 40 57 97 (6,942) on ordinary activities Profit for the 15,089 - 15,089 (588) (190) (92) - - 57 (813) 14,276 financial period Attributable to: Equity 15,089 - 15,089 (588) (190) (92) - - 57 (813) 14,276 shareholders Minority - interests 15,089 - 15,089 (588) (190) (92) - - 57 (813) 14,276 The Restaurant Group plc International Financial Reporting Standards Consolidated balance sheet reconciliation at 31 December 2003 (unaudited) UK GAAP UK GAAP UK GAAP IAS 27 IFRS 2 IAS 17 IAS 10 IAS 12 IFRS Reclassify (IFRS DPP Share Leases Dividend Deferred Deferred Total balance detail format) adjustment based tax - tax - adjustments sheet payments rolled share over options gains £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 Non-current assets Intangible - - - - assets Property, plant 146,220 146,220 2,846 2,846 149,066 and equipment Investment - - - - property Investment in - - - - associates Trade and other - - - - receivables 146,220 - 146,220 - - 2,846 - - - 2,846 149,066 Current assets Stocks 2,508 2,508 - 2,508 Trade and other 15,999 (10,331) 5,668 - 5,668 receivables Prepayments - 10,331 10,331 - 10,331 Income tax - - - - Financial assets - - - - - derivative financial instruments Cash and cash 526 526 - - 526 equivalents 19,033 - 19,033 - - - - - - - 19,033 Total assets 165,253 - 165,253 - - 2,846 - - - 2,846 168,099 Current liabilities Short-term (3,689) (3,689) - (3,689) borrowings Income tax (4,565) (4,565) - (4,565) liabilities Trade and other (62,650) 8,254 (54,396) 6,198 6,198 (48,198) payables Provisions - - - (62,650) - (62,650) - - - 6,198 - - 6,198 (56,452) Net current (43,617) - (43,617) - - - 6,198 - - 6,198 (37,419) liabilities Non-current liabilities Long-term (35,000) (35,000) (4,368) (4,368) (39,368) borrowings Other payables - - - Deferred tax (16,772) (16,772) 457 (520) 78 15 (16,757) liabilities Post employment - - - benefits Provisions (687) (687) - (687) (52,459) - (52,459) - - (3,911) - (520) 78 (4,353) (56,812) Net assets 50,144 - 50,144 - - (1,065) 6,198 (520) 78 4,691 54,835 Equity Share capital 48,576 48,576 - 48,576 Share premium 10,192 10,192 - 10,192 Foreign currency 281 281 - 281 reserve P&L reserve - - 66 66 66 share based payments Retained (8,624) (281) (8,905) (66) (1,065) 6,198 (520) 78 4,625 (4,280) earnings Total equity 50,144 - 50,144 - - (1,065) 6,198 (520) 78 4,691 54,835 shareholders' interests Minority - - - interests Total equity 50,144 - 50,144 - - (1,065) 6,198 (520) 78 4,691 54,835 The Restaurant Group plc International Financial Reporting Standards Consolidated balance sheet reconciliation at 31 December 2004 (unaudited) UK GAAP UK GAAP UK GAAP IAS 27 IFRS 2 IAS 17 IAS 10 IAS 12 IFRS Reclassify (IFRS DPP Share Leases Dividend Deferred Deferred Total balance detail format) adjustment based tax - tax - adjustments sheet payments rolled share over options gains £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 Non-current assets Intangible assets - - - - Property, plant 149,683 149,683 2,390 2,777 5,167 154,850 and equipment Investment - - - - property Investment in - - - - associates Trade and other - - - - receivables 149,683 - 149,683 2,390 - 2,777 - - - 5,167 154,850 Current assets Stocks 2,437 2,437 184 184 2,621 Trade and other 14,524 (10,065) 4,459 (728) (728) 3,731 receivables Prepayments - 10,065 10,065 547 547 10,612 Income tax - - - - Financial assets - - - - - derivative financial instruments Cash and cash 482 482 - - 482 equivalents 17,443 - 17,443 3 - - - - - 3 17,446 Total assets 167,126 - 167,126 2,393 - 2,777 - - - 5,170 172,296 Current liabilities Short-term (4,776) (4,776) (358) (358) (5,134) borrowings Income tax (5,531) (5,531) - (5,531) liabilities Trade and other (72,554) 10,307 (62,247) (2,769) 7,304 4,535 (57,712) payables Provisions - - - (72,554) - (72,554) (3,127) - - 7,304 - - 4,177 (68,377) Net current (55,111) - (55,111) (3,124) - - 7,304 - - 4,180 (50,931) liabilities Non-current liabilities Long-term (7,000) (7,000) (4,431) (4,431) (11,431) borrowings Other payables - - - Deferred tax (16,092) (16,092) 496 (520) 391 367 (15,725) liabilities Post employment - - - benefits Provisions (625) (625) - (625) (23,717) - (23,717) - - (3,935) - (520) 391 (4,064) (27,781) Net assets 70,855 - 70,855 (734) - (1,158) 7,304 (520) 391 5,283 76,138 Equity Share capital 54,087 54,087 - 54,087 Share premium 19,422 19,422 - 19,422 Foreign currency 245 245 - 245 reserve P&L reserve - - 256 256 256 share based payments Retained earnings (2,654) (245) (2,899) (734) (256) (1,158) 7,304 (520) 391 5,027 2,128 Total equity 70,855 - 70,855 (734) - (1,158) 7,304 (520) 391 5,283 76,138 shareholders' interests Minority - - - interests Total equity 70,855 - 70,855 (734) - (1,158) 7,304 (520) 391 5,283 76,138 The Restaurant Group plc International Financial Reporting Standards Consolidated statement of recognised income and expense for the year ended 31 December 2004 (unaudited) Reserves as at 31/12/2003 (3,933) Profit for the period 14,276 Final dividend in respect of 2003 (6,198) Interim dividend in respect of 2004 (1,779) Foreign exchange translation differences (36) Share of pre-acquisition losses of DPP taken directly to reserves (146) Share based payments - credit to equity 190 Deferred tax credit on share based payments taken directly to 255 equity Reserves as at 31/12/2004 2,629 Reconciliation of net debt Cash and Short term Long term Net cash & Finance Finance lease Total net cash liabilities debt bank debt lease payments: due debt equivalents payments: more than one due less year than one year Under UK GAAP 482 (4,776) (7,000) (11,294) (11,294) Inclusion of DPP (358) (358) (358) Inclusion of finance - - (4,431) (4,431) leases Under IFRS 482 (5,134) (7,000) (11,652) - (4,431) (16,083) This information is provided by RNS The company news service from the London Stock Exchange ARVIDFIE
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