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
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