Further re IFRS Conversion

Artisan (UK) PLC 19 October 2006 ARTISAN (UK) PLC IFRS Conversion Restatement of financial information for the 6 months ended 30 September 2005 and the year ended 31 March 2006 under International Financial Reporting Standards Introduction For all accounting periods up to and including the year ended 31 March 2006 Artisan has prepared its financial statements under UK Generally Accepted Accounting Principles (UK GAAP). For accounting periods from 1 April 2006, the Group has decided to prepare its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS). Artisan's first results on this basis will be its interim results for the six months ended 30 September 2006. The Group's first annual report under IFRS will be for the fifteen month period ended 30 June 2007. As comparative figures are provided when results are reported, the effective date for transition to IFRS is 1 April 2005. This summary provides an analysis of the effects of the change from UK GAAP to IFRS on Artisan's financial statements, including: • Summary of the basis of preparation of the IFRS information • Summary of the impact of IFRS adoption on Artisan's key financial performance indicators • Summary of the significant changes in accounting policies • Accounting policies revised under IFRS (Appendix 1) • Restated Income Statement and Balance Sheets for the 6 months ended 30 September 2005 and the year ended 31 March 2006 (Appendix 2) • Reconciliations of profit and equity for those periods (Appendix 3) The transition to IFRS will leave: • Cash flows unaffected • Banking arrangements unaffected Basis of preparation of IFRS information This financial information has been prepared in accordance with IFRS as endorsed by the EU. A summary of the Group's significant accounting policies is detailed in Appendix 1. The endorsed IFRS that will be effective (or available for early adoption) in the financial statements for the fifteen month period to 30 June 2007 are still subject to change and to additional interpretation and therefore cannot be determined with certainty. Accordingly, the accounting policies for the period will only be determined finally when the consolidated financial statements are prepared for the period ended 30 June 2007. Transitional arrangements The rules for first time adoption of IFRS are set out in IFRS 1 'First Time Adoption of International Financial Reporting Standards'. In general a company is required to define its IFRS accounting policies and apply these retrospectively to determine its opening balance sheet under IFRS. The standard allows a number of exceptions to this general principle to assist companies as they transition to reporting under IFRS. Where the Group has taken advantage of these exemptions they are noted within the accounting policies section. No adjustments have been made for any changes in estimates made at the time of approval of the UK GAAP financial statements on which the preliminary IFRS financial statements are based, as required by IFRS 1. Subject to there being no further changes from the IASB or changes in the interpretation of those standards, this information is expected to form the basis for comparatives when reporting financial results for 2006/7, and for subsequent reporting periods. Summary of the impact of IFRS adoption on Artisan's key financial performance indicators Based on the accounting policies detailed in Appendix 1, the impact of the transition on the key performance indicators is as follows: 31 March 2006 30 September 2005 UK GAAP IFRS UK GAAP IFRS £ £ £ £ Revenue 26,927,485 28,664,400 12,860,211 16,320,848 Operating profit 2,574,646 3,684,142 1,039,758 2,276,165 Retained profit 2,257,521 2,787,476 1,095,899 1,720,623 Basic and diluted eps 0.77p 0.96p 0.38p 0.60p Net assets 19,072,663 18,813,782 16,811,041 16,625,062 The detailed reconciliations of the movements for the Income Statement and Balance Sheet are given in Appendix 3. The changes in accounting policies which have the most significant effects on the restated numbers for the year ended 31 March 2006 are: • The move from an exchange to a completions basis for revenue recognition • The recognition of deferred tax assets as a result of the above adjustments • The cessation of goodwill amortisation • The recognition of a fair value charge for share based payments Significant changes in accounting policies and impact on the financial statements for the year ended 31 March 2006 The following narrative covers the year to 31 March 2006 illustrating the nature of the changes and providing an analysis of their magnitude. The appendices give full and detailed reconciliations for the six months to 30 September 2005 and the year ended 31 March 2006. Revenue - IAS18 IAS18 provides that revenue from the sale of goods shall be recognised only when a number of conditions have been satisfied. These conditions include the requirements that: (a) the significant risks and rewards of ownership of the goods have been transferred to the buyer; and (b) we retain neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. IAS 18 also states that, in most cases, the transfer of risks and rewards of ownership coincides with the transfer of legal title or the passing of possession to the buyer. We have, therefore, changed the point at which we recognise revenue from exchange to completion to fall in line with IFRS. The impact on the Opening Balance Sheet at 1 April 2005 is to reduce net assets by £1,165,376 and debtors by £6,037,750 and to increase inventories by £4,872,374, as sales originally recognised in the profit and loss account on an exchange basis in the year ended 31 March 2005 would not have been recognised in the Income Statement under IFRS until the following year. For the year ended 31 March 2006 the net effect on revenue and profit before tax is an increase of £1,736,915 and £594,777 respectively. The change to IFRS affects the timing of revenue and hence profit recognition. Over the lifecycle of a development there will be no effect on the total amount of profit recognised in the Income Statement. Income Taxes - IAS 12 IAS 12 requires that full provision be made for temporary differences between the carrying amount and tax bases of assets and liabilities. The Opening Balance Sheet includes an additional deferred tax asset of £349,613 in respect of the change in the timing of revenue recognition on speculative housing and commercial sales in line with IAS 18. At 30 September 2005 and 31 March 2006 the corresponding values are £106,296 and £171,180 respectively. Business Combinations - IFRS 3 IFRS 3 requires that goodwill be capitalised at cost and then be subject to an annual impairment review. Amortisation of goodwill is prohibited. The goodwill carried by Artisan relates to the acquisition of Rippon Homes Ltd in December 2000. Artisan has chosen the option allowed by IFRS 1 to apply IFRS 3 prospectively from the transition date, rather than restate previous business combinations. Goodwill has therefore been frozen at net book value on 1 April 2005, and goodwill, which was amortised in the year ended 31 March 2006 under UK GAAP, has been written back. The operating profit impact for the year ended 31 March 2006 is the elimination of the amortisation charge of £156,984 with a corresponding increase in net assets. There is no associated tax impact. There is no impairment charge for the year ended 31 March 2006. Share-based Payment - IFRS 2 In accordance with the transitional provisions of IFRS 2 and as allowed by IFRS 1, Artisan has recognised a charge for employee share options granted after 7 November 2002 that had not vested by 1 April 2005. As the options in existence are equity settled with market based performance conditions their fair value has been calculated using the Monte Carlo simulation model. The resulting charge is spread over the vesting period of the options, adjusted to reflect any options lapsing as a result of termination of employment. The operating profit impact of share options for the year ended 31 March 2006 is a charge to the income statement of £43,373. Employee services relating to share options are expensed and their accounting carrying value is therefore nil at the end of a reporting period. Conclusion The principal impact of transition to IFRS on the consolidated financial results of Artisan (UK) plc has been to defer the recognition of revenue and hence profit on speculative housing and commercial sales, resulting in a reduction in net assets. The period by which revenue and profit is deferred will vary for each property sold dependant on the gap between exchange and completion. Over the lifecycle of a development there will be no effect on the total amount of profit recognised. The financial statements for the fifteen months ended 30 June 2007 will include some enhanced disclosures as required by IFRS. There is no material impact on Artisan's cash flows and Artisan's banking arrangements are unaffected. Artisan (UK) plc 01480 436666 Chris Musselle, Chief Executive Brewin Dolphin Ifor Williams 0121 236 7000 Bankside Consultants 020 7367 8888 Simon Rothschild/Louise Mason Mobile: 07703 167065 Appendix 1 - Summary of Artisan's significant accounting policies under IFRS. Accounting Policies The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board as endorsed by the European Union and those parts of the Companies Act 1985 applicable to companies preparing their financial statements in accordance with IFRS. A summary of the more important Group accounting policies is set out below. Basis of consolidation The Group's financial statements consolidate the financial statements of the Company and its subsidiary undertakings. The results of any subsidiaries sold or acquired are included in the Group income statement up to, or from, the date control passes. Intra-group sales and profits are eliminated fully on consolidation. On acquisition of a subsidiary, all of the subsidiary's separable, identifiable assets and liabilities existing at the date of acquisition are recorded at their fair values reflecting their condition at that date. All changes to those assets and liabilities, and the resulting gains and losses, that arise after the Group has gained control of the subsidiary are charged to the post acquisition income statement. Goodwill Goodwill arising on consolidation represents the excess of the fair value of the consideration given over the fair value of the separable identifiable net assets acquired. Goodwill arising on acquisition of subsidiaries and businesses is capitalised as an asset. In accordance with IFRS 3 and as allowed by IFRS 1, goodwill has been frozen at its net book value as at 1 April 2005 and will not be amortised. Instead, it will be subject to an annual impairment review, with any impairment losses being recognised immediately in the income statement. Property, plant and equipment Property, plant and equipment is stated at cost less depreciation. Depreciation on property, plant and equipment is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life. It is calculated at the following rates: Freehold buildings - 2% per annum on the straight line basis Leasehold improvements - 25% per annum on the straight line basis Motor vehicles - 20-25% per annum on the straight line or reducing balance basis Fixtures and fittings - 15-25% per annum on the straight line or reducing balance basis Plant and machinery - 15-25% per annum on the straight line or reducing balance basis Leases Where assets are financed by hire purchase or by way of finance leases, the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments. The corresponding hire purchase and finance lease commitments are shown in creditors. Depreciation on the relevant assets is charged to the income statement. Hire purchase and finance lease payments are analysed between capital and interest components so that the interest element of the payment is charged to the income statement over the period of the agreement and represents a constant proportion of the lease liability. The capital part reduces the outstanding capital amounts. When assets are financed by operating leases, their annual rentals are charged to the income statement on a straight-line basis over the term of the lease. Inventories Inventories are valued at the lower of cost and net realisable value. Cost is determined on a purchase cost basis. Work in progress includes materials and labour costs and an appropriate proportion of overheads incurred on developments in progress or awaiting sale at the year end. Land held for building is stated at the lower of cost and net realisable value. Cost comprises land cost and direct materials and labour. Net realisable value is the actual or estimated net selling price. Revenue recognition Revenue is stated exclusive of VAT and represents the value of work done and properties sold, excluding part exchange properties which are included within cost of sales. In respect of sales of property, revenue and profit are recognised upon legal completion of the transfer of title to the customer. Profit or loss is calculated with reference to each site or phase within a site. Profit is recognised on long term work in progress contracts if the final outcome can be assessed with reasonable certainty, by including in the income statement revenue and related costs as contract activity progresses. Revenue is calculated as that proportion of total contract value which costs to date bear to total expected costs for that contract. Losses are recognised as soon as they are foreseen. Dividends Dividends are recorded in the group's financial statements in the period in which they become legally payable. Sales and marketing costs In accordance with IAS 2 'Inventories' costs relating to sales and marketing activities are written off through cost of sales as incurred. Exceptional items Exceptional items are material items which derive from events or transactions that fall within the ordinary activities of the group and which, individually or, if of a similar type, in aggregate, need to be disclosed by virtue of their size or incidence if the financial statements are to give a true and fair view. Deferred tax Deferred tax expected to be payable or recoverable on differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that at the time of the transaction, affects neither the taxable profit nor the accounting profit. Deferred tax is calculated at the rates of taxation enacted or substantively enacted at the balance sheet date, and is not discounted. Retirement benefit costs The Group operates defined contribution pension schemes for employees. Contributions are charged to the income statement in the year in which they become payable. Share-based payments Charges for employee services received in exchange for share-based payment have been made for all options granted after 7 November 2002 and not vested by 1 April 2005 in accordance with IFRS 2 and IFRS 1. Calculation of the fair value of share options at the date of grant is undertaken using an appropriate method of calculation and charged to the income statement over the vesting period. Market vesting conditions are factored into the calculation of the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market condition. The fair value of options currently in existence has been calculated using the Monte Carlo simulation model, based upon publicly available market data at the point of grant. Appendix 2 Unaudited Consolidated Income Statement Six months to Year to 30 September 31 March 2005 2006 (restated) (restated) £ £ Revenue 16,320,848 28,664,400 Cost of sales (13,272,884) (23,503,665) Gross profit 3,047,964 5,160,735 Net operating expenses (1,309,977) (2,214,052) Other operating income 169,812 336,351 Exceptional items: (Provision) arising on current asset investments and loan notes - (4,000) Exceptional release of provision in respect of sale of group undertakings in previous years 368,366 405,108 Operating profit before exceptional items 1,907,799 3,283,034 Exceptional items (net) 368,366 401,108 Operating profit 2,276,165 3,684,142 Finance expense (208,911) (448,686) Finance income 94,082 119,425 Profit before taxation 2,161,336 3,354,881 Taxation (440,713) (567,405) Profit after taxation 1,720,623 2,787,476 Earnings per share Basic and diluted 0.60p 0.96p Unaudited Consolidated Balance Sheet 30 September 31 March 2005 2006 (restated) (restated) £ £ ASSETS Non-current assets Intangible assets 2,454,760 2,454,760 Property, plant and equipment 350,040 352,779 Deferred tax assets 106,296 171,180 2,911,096 2,978,719 Current assets Inventories 26,737,279 30,167,798 Trade and other receivables 1,653,052 1,243,085 Cash and cash equivalents 3,005 3,350 28,393,336 31,414,233 Total assets 31,304,432 34,392,952 LIABILITIES Non-current liabilities Interest bearing loans and borrowings (5,370,196) (6,563,065) (5,370,196) (6,563,065) Current liabilities Trade and other payables (8,228,737) (8,058,660) Current tax liabilities (606,106) (509,700) Provisions (474,331) (447,745) (9,309,174) (9,016,105) Total liabilities (14,679,370) (15,579,170) Net assets 16,625,062 18,813,782 EQUITY Called up share capital 1,442,647 1,642,647 Share premium account 9,456,668 10,356,668 Merger reserve 515,569 515,569 Capital redemption reserve 91,750 91,750 Retained earnings 5,118,428 6,207,148 Total equity 16,625,062 18,813,782 Appendix 3 Reconciliation of Profit - 6 months to 30 September 2005 Previously Reclassif- IFRS 2 IFRS 3 IAS 18 Effect of Restated reported ications Share-based Business Revenue IFRS under IFRS under UK GAAP payments combinations recognition transition (restated) £ £ £ £ £ £ £ Revenue 12,860,211 - - - 3,460,637 3,460,637 16,320,848 Cost of sales (10,623,302) - - - (2,649,582) (2,649,582) (13,272,884) Gross profit 2,236,909 - - - 811,055 811,055 3,047,964 Net operating expenses (1,366,963) - (21,506) 78,492 - 56,986 (1,309,977) Other operating income 169,812 - - - - - 169,812 Exceptional release of provision in respect of sale of group undertakings in previous years - 368,366 - - - 368,366 368,366 Operating profit before exceptional items 1,039,758 - (21,506) 78,492 811,055 868,041 1,907,799 Exceptional operating items (net) - 368,366 - - - 368,366 368,366 Operating profit 1,039,758 368,366 (21,506) 78,492 811,055 1,236,407 2,276,165 Exceptional release of provision in respect of sale of group undertakings in previous years 368,366 (368,366) - - - (368,366) - 1,408,124 - (21,506) 78,492 811,055 868,041 2,276,165 Finance expense (208,911) - - - - - (208,911) Finance income 94,082 - - - - - 94,082 Profit before tax 1,293,295 - (21,506) 78,492 811,055 868,041 2,161,336 Taxation (197,396) - - - (243,317) (243,317) (440,713) Profit after taxation 1,095,899 - (21,506) 78,492 567,738 624,724 1,720,623 Earnings per share Basic and diluted 0.38p 0.60p Reconciliation of Profit - year ended 31 March 2006 Previously Reclassif IFRS 2 IFRS 3 IAS 18 Effect of Restated reported -ications Share-based Business Revenue IFRS under IFRS under UK GAAP payments combinations recognition transition £ £ £ £ £ £ £ Revenue 26,927,485 - - - 1,736,915 1,736,915 28,664,400 Cost of sales (22,361,527) - - - (1,142,138) (1,142,138) (23,503,665) Gross profit 4,565,958 - - - 594,777 594,777 5,160,735 Net operating expenses (2,327,663) - (43,373) 156,984 - 113,611 (2,214,052) Other operating income 336,351 - - - - - 336,351 Exceptional (provision) arising on current asset investments and loan notes - (4,000) - - - (4,000) (4,000) Exceptional release of provision in respect of sale of group undertakings in previous years - 405,108 - - - 405,108 405,108 Operating profit before exceptional items 2,574,646 - (43,373) 156,984 594,777 708,388 3,283,034 Exceptional operating items (net) - 401,108 - - - 401,108 401,108 Operating profit 2,574,646 401,108 (43,373) 156,984 594,777 1,109,496 3,684,142 (Provision) arising on current asset investments and loan notes (4,000) 4,000 - - - 4,000 - Exceptional release of provision in respect of sale of group undertakings in previous years 405,108 (405,108) - - - (405,108) - 2,975,754 - (43,373) 156,984 594,777 708,388 3,684,142 Finance expense (448,686) - - - - - (448,686) Finance income 119,425 - - - - - 119,425 Profit before tax 2,646,493 - (43,373) 156,984 594,777 708,388 3,354,881 Taxation (388,972) - - - (178,433) (178,433) (567,405) Profit after taxation 2,257,521 - (43,373) 156,984 416,344 529,955 2,787,476 Earnings per share Basic and diluted 0.77p 0.96p Reconciliation of Equity - As at 1 April 2005 Previously IFRS 3 Business IAS 18 Revenue Effect of Restated under reported under UK combinations recognition IFRS IFRS GAAP transition £ £ £ £ £ ASSETS Non-current assets Intangible assets 2,471,206 (16,446) - (16,446) 2,454,760 Property, plant and equipment 340,199 - - - 340,199 Deferred tax assets - - 349,613 349,613 349,613 2,811,405 (16,446) 349,613 333,167 3,144,572 Current assets Inventories 21,786,214 - 4,872,374 4,872,374 26,658,588 Trade & other receivables 6,796,533 - (6,037,750) (6,037,750) 758,783 Cash & cash equivalents 5,207 - - - 5,207 28,587,954 - (1,165,376) (1,165,376) 27,422,578 Total assets 31,399,359 (16,446) (815,763) (832,209) 30,567,150 LIABILITIES Non-current liabilities Interest bearing loans and borrowings (7,060,746) - - - (7,060,746) (7,060,746) - - - (7,060,746) Current liabilities Trade and other payables (7,290,888) - - - (7,290,888) Current tax liabilities (803,740) - - - (803,740) Provisions (528,843) - - - (528,843) (8,623,471) - - - (8,623,471) Total liabilities (15,684,217) - - - (15,684,217) Net assets 15,715,142 (16,446) (815,763) (832,209) 14,882,933 EQUITY Called up share capital 1,442,647 - - - 1,442,647 Share premium account 9,456,668 - - - 9,456,668 Merger reserve 515,569 - - - 515,569 Capital redemption reserve 91,750 - - - 91,750 Retained earnings 4,208,508 (16,446) (815,763) (832,209) 3,376,299 Total equity 15,715,142 (16,446) (815,763) (832,209) 14,882,933 Reconciliation of Equity - As at 30 September 2005 Previously Opening balance IFRS 3 IAS 18 Effect of Restated under reported under sheet Business Revenue IFRS IFRS UK GAAP adjustments combinations recognition transition £ £ £ £ £ £ ASSETS Non-current assets Intangible assets 2,392,714 (16,446) 78,492 - 62,046 2,454,760 Property, plant and equipment 350,040 - - - - 350,040 Deferred tax assets - - - 106,296 106,296 106,296 2,742,754 (16,446) 78,492 106,296 168,342 2,911,096 Current assets Inventories 24,514,487 - - 2,222,792 2,222,792 26,737,279 Trade & other receivables 4,230,165 - - (2,577,113) (2,577,113) 1,653,052 Cash & cash equivalents 3,005 - - - - 3,005 28,747,657 - - (354,321) (354,321) 28,393,336 Total assets 31,490,411 (16,446) 78,492 (248,025) (185,979) 31,304,432 LIABILITIES Non-current liabilities Interest bearing loans and borrowings (5,370,196) - - - - (5,370,196) (5,370,196) - - - - (5,370,196) Current liabilities Trade and other payables (8,228,737) - - - - (8,228,737) Current tax liabilities (606,106) - - - - (606,106) Provisions (474,331) - - - - (474,331) (9,309,174) - - - - (9,309,174) Total liabilities (14,679,370) - - - - (14,679,370) Net assets 16,811,041 (16,446) 78,492 (248,025) (185,979) 16,625,062 EQUITY Called up share capital 1,442,647 - - - - 1,442,647 Share premium account 9,456,668 - - - - 9,456,668 Merger reserve 515,569 - - - - 515,569 Capital redemption reserve 91,750 - - - - 91,750 Retained earnings 5,304,407 (16,446) 78,492 (248,025) (185,979) 5,118.428 Total equity 16,811,041 (16,446) 78,492 (248,025) (185,979) 16,625,062 Reconciliation of Equity - As at 31 March 2006 Previously Opening balance IFRS 3 IAS 18 Effect of Restated under reported under sheet Business Revenue IFRS IFRS UK GAAP adjustments combinations recognition transition £ £ £ £ £ £ ASSETS Non-current assets Intangible assets 2,314,222 (16,446) 156,984 - 140,538 2,454,760 Property, plant and equipment 352,779 - - - - 352,779 Deferred tax assets - - - 171,180 171,180 171,180 2,667,001 (16,446) 156,984 171,180 311,718 2,978,719 Current assets Inventories 26,437,562 - - 3,730,236 3,730,236 30,167,798 Trade & other receivables 5,543,920 - - (4,300,835) (4,300,835) 1,243,085 Cash & cash equivalents 3,350 - - - - 3,350 31,984,832 - - (570,599) (570,599) 31,414,233 Total assets 34,651,833 (16,446) 156,984 (399,419) (258,881) 34,392,952 LIABILITIES Non-current liabilities Interest bearing loans and borrowings (6,563,065) - - - - (6,563,065) (6,563,065) - - - - (6,563,065) Current liabilities Trade and other payables (8,058,660) - - - - (8,058,660) Current tax liabilities (509,700) - - - - (509,700) Provisions (447,745) - - - - (447,745) (9,016,105) - - - - (9,016,105) Total liabilities (15,579,170) - - - - (15,579,170) Net assets 19,072,663 (16,446) 156,984 (399,419) (258,881) 18,813,782 EQUITY Called up share capital 1,642,647 - - - - 1,642,647 Share premium account 10,356,668 - - - - 10,356,668 Merger reserve 515,569 - - - - 515,569 Capital redemption reserve 91,750 - - - - 91,750 Retained earnings 6,466,029 (16,446) 156,984 (399,419) (258,881) 6,207,148 Total equity 19,072,663 (16,446) 156,984 (399,419) (258,881) 18,813,782 This information is provided by RNS The company news service from the London Stock Exchange
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