IFRS Restatement

Colefax Group PLC 24 January 2008 COLEFAX GROUP PLC ('Colefax' or 'the Group') Statement on the Impact of Adoption of International Financial Reporting Standards Colefax Group Plc currently prepares its financial statements in accordance with UK Generally Accepted Accounting Principles (UK GAAP). From 1st May 2007 Colefax Group Plc will be required to report its results in accordance with International Accounting Standards and International Financial Reporting Standards (collectively 'IFRS') as adopted by the European Union (EU). The Group's first accounting period under IFRS will be for the financial year ended 30th April 2008, and its first interim results will be for the six months ended 31st October 2007. The transition date to IFRS for the Group is 1st May 2006 (the Transition Date), being the start of the period of comparative information. This statement presents and explains how the Group's financial performance and position under IFRS differs from that reported under UK GAAP. Restated information is presented for: • The consolidated balance sheet as at 1st May 2006 (the transition date) • The consolidated income statement for the six month period ending 31st October 2006 • The consolidated balance sheet as at 31st October 2006 • The consolidated income statement for the year ended 30th April 2007 • The consolidated balance sheet as at 30th April 2007 The adoption of IFRS is a change to the accounting standards used by the Group and does not affect the Group's strategy, underlying business performance or its cash flows. A full restatement of these policies and reconciliation of the resultant changes will be disclosed in the financial statements for the year ended 30th April 2008. The financial information presented in this document is unaudited. The effect of the adoption of IFRS on the financial assets of the Group is minimal as can be seen from the table below: Six months to 31 October Year to 30 April 2007 2006 UK GAAP IFRS UK GAAP IFRS £'000 £'000 £'000 £'000 ----------------------------------------------------------------------------- Profit from operations 2,493 2,453 5,946 5,842 Profit before taxation 2,536 2,477 5,926 5,806 Profit for the year 1,661 1,626 3,971 3,899 Net assets 15,504 15,107 15,691 15,269 BASIS OF PREPARATION The key differences between UK GAAP and IFRS affecting the Group's accounting policies are set out below. It is important to note that the IFRS position as stated is the Group's interpretation based on the financial reporting standards currently in issue and changes may arise as new accounting pronouncements are developed and issued. Emerging industry consensus on the practical application of IFRS and further technical opinions may also result in amendments to the current views contained in this statement. As a result of this, the Group's first IFRS financial statements may be prepared on a different basis to that presented herein. DIFFERENCES BETWEEN UK GAAP AND IFRS The following represent the differences relevant to the Group of moving from UK GAAP to IFRS. Their financial effect on the results is set out in the Appendix. (a) Employee Benefits - Short-term benefits (IAS 19) IAS 19 'Employee Benefits' requires holiday pay to be accrued recognising the employee benefits to be paid in exchange for that service during the accounting period. This results in the recognition of a provision of £105,000 and deferred taxation of £31,000 on transition to IFRS and a reduction in pre-tax profit of £10,000 for the year ended 30th April 2007. Net assets at 1st May 2006 are reduced by £74,000, at 31st of October 2006 are reduced by £73,000 and at 30th April 2007 are reduced by £76,000. (b) Employee Benefits - Post-employment benefits (IAS 19) IAS 19 'Employee Benefits' requires retirement benefits to be accrued recognising the employee benefits to be paid on retirement. This results in the recognition of a provision of £149,000 and deferred taxation of £52,000 on transition to IFRS and an increase in pre-tax profit of £2,000 in the year ended 30th April 2007. Net assets at 1st May 2006 are reduced by £97,000, at 31st October 2006 are reduced by £94,000 and at 30th April 2007 are reduced by £94,000. (c) Leases (IAS 17) IAS 17 'Leases' requires operating lease payments to be recognised as an expense on a straight-line basis over the full length of the lease. This results in the recognition of a provision of £346,000 and deferred taxation of £141,000 on transition to IFRS and a reduction of £59,000 in pre-tax profit in the six months ending 31st October 2006 and reduction of £112,000 for the year ended 30th April 2007. Net assets at 1st May 2006 are reduced by £205,000, at 31st October 2006 are reduced by £230,000 and at 30th April 2007 are reduced by £252,000. (d) Deferred Tax Asset (IAS 12) Unlike FRS 17 'Retirement Benefits', IAS 19 'Employee Benefits' requires the pension deficit to be shown gross under long term liabilities rather than net of deferred tax. We will continue to recognise a deferred tax asset of £93,000 at 1st May 2006 and 31st October 2006 and £83,000 at 30th April 2007 but it will now be reported within current deferred tax assets. (e) Foreign Exchange Reserve (IAS 21) IAS 21 'The Effects of Changes in Foreign Exchange Rates' requires the exchange differences arising on consolidation on the translation of overseas subsidiaries to be recognised as a separate equity reserve. This results in an increase in the foreign exchange reserve of £392,000 at 1st May 2006, a reduction in the foreign exchange reserve of £370,000 at 31st October 2006 and a reduction in the foreign exchange reserve of £539,000 at 30th April 2007. (f) Reclass of profit/loss on disposal of property, plant and equipment (FRS 3) FRS 3 'Reporting Financial Performance' requires that profit or loss on disposal of property, plant and equipment be reported as part of the profit from operations. This results in an increase in profit from operations of £19,000 at 31st October 2006 and £16,000 at 30th April 2007. APPENDIX I Reconciliation of Group Balance Sheet at 1st May 2006 Short-term Long-term Lease Deferred Foreign employee employee payments tax a exchange benefits benefits sset reserve UK GAAP IAS 19 IAS 19 IAS 17 IAS 12 IAS 21 IFRS Note (a) (b) (c) (d) (e) £'000 £'000 £'000 £'000 £'000 £'000 £'000 Non-current assets Property, plant and equipment 5,403 - - - - - 5,403 Current assets: Inventories and contracts in progress 10,942 - - - - - 10,942 Trade and other receivables 11,498 31 52 141 93 - 11,815 Cash and cash equivalents 2,347 - - - - - 2,347 ------------------------------------------------------------------ 24,787 31 52 141 93 - 25,104 Trade and other payables: amounts falling due within one year 14,493 105 149 346 - - 15,093 ------------------------------------------------------------------ Net current assets 10,294 (74) (97) (205) 93 - 10,011 ------------------------------------------------------------------ Total assets less current liabilities 15,697 (74) (97) (205) 93 - 15,414 Non-current liabilities: Deferred taxation 57 - - - - - 57 Pension liability 134 - - - 93 - 227 ------------------------------------------------------------------ 191 - - - 93 - 284 ================================================================== Net assets 15,506 (74) (97) (205) - - 15,130 ================================================================== Capital and reserves: Called up share capital 1,709 - - - - - 1,709 Share premium account 11,087 - - - - - 11,087 Capital redemption reserve 1,157 - - - - - 1,157 ESOP share reserve (287) - - - - - (287) ESOP capital reserve 228 - - - - - 228 Foreign exchange reserve - - - - - 392 392 Profit and loss account 1,612 (74) (97) (205) - (392) 844 ------------------------------------------------------------------ Total equity 15,506 (74) (97) (205) - - 15,130 ================================================================== Total equity reported Note under UK GAAP 15,506 Holiday pay accrual (a) (74) Retirement benefits (b) accrual (97) Straight-line lease (c) adjustment (205) -------- Total adjustment to equity (376) -------- Total equity reported under IFRS 15,130 ======== APPENDIX II Reconciliation of Group Income Statement for the six months ended 31st October 2006 Lease Reclass payments profit on disposal of property, plant & equipment UK GAAP IAS 17 FRS 3 IFRS Note (c) (f) £'000 £'000 £'000s £'000 Revenue 33,764 - - 33,764 Cost of sales 14,870 - - 14,870 ----------------------------------------------- Gross profit 18,894 - - 18,894 Operating expenses 16,401 59 (19) 16,441 ----------------------------------------------- Profit from operations 2,493 (59) 19 2,453 Profit/loss on disposal of property, plant and equipment 19 - (19) - ----------------------------------------------- Profit on ordinary activities before interest and taxation 2,512 (59) - 2,453 Finance income 24 - - 24 ----------------------------------------------- Profit on ordinary activities before taxation 2,536 (59) - 2,477 Tax on profit on ordinary activities 875 (24) - 851 ----------------------------------------------- Profit for the period 1,661 (35) - 1,626 =============================================== Profit reported under UK Note GAAP 1,661 Straight-line lease (c) adjustment (35) -------- Profit reported under IFRS 1,626 ======== Basic earnings per share 10.31p 10.09p Diluted earnings per share 9.95p 9.74p APPENDIX III Reconciliation of Group Balance Sheet at 31st October 2006 Short-term Long-term Lease Deferred Foreign employee employee payments tax exchange benefits benefits asset reserve UK GAAP IAS 19 IAS 19 IAS 17 IAS 12 IAS 21 IFRS Note (a) (b) (c) (d) (e) £'000 £'000 £'000 £'000 £'000 £'000s £'000 Non-current assets: Property, plant and equipment 5,402 - - - - - 5,402 Current assets: Inventories and contracts in progress 11,878 - - - - - 11,878 Trade and other receivables 10,288 31 50 158 93 - 10,620 Cash and cash equivalents 4,366 - - - - 4,366 --------------------------------------------------------------- 26,532 31 50 158 93 - 26,864 Trade and other payables: amounts falling due within one year 16,263 104 144 388 - - 16,899 --------------------------------------------------------------- Net current assets 10,269 (73) (94) (230) 93 - 9,965 --------------------------------------------------------------- Total assets less current liabilities 15,671 (73) (94) (230) 93 - 15,367 Provision for liabilities: Deferred taxation 33 - - - - - 33 Pension liability 134 - - - 93 - 227 --------------------------------------------------------------- 167 - - - 93 - 260 --------------------------------------------------------------- Net assets 15,504 (73) (94) (230) - - 15,107 =============================================================== Capital and reserves: Called up share capital 1,664 - - - - - 1,664 Share premium account 11,087 - - - - - 11,087 Capital redemption reserve 1,202 - - - - - 1,202 ESOP share reserve (287) - - - - - (287) ESOP capital reserve 228 - - - - - 228 Foreign exchange reserve - 1 3 10 - (384) (370) Profit and loss account 1,610 (74) (97) (240) - 384 1,583 --------------------------------------------------------------- Total equity 15,504 (73) (94) (230) - 15,107 =============================================================== Total equity reported Note under IFRS 15,504 Holiday pay (a) accrual (73) Retirement benefits (b) accrual (94) Straight-line lease (c) adjustment (230) ------- Total adjustment to equity (397) ------- Total equity reported under IFRS 15,107 ======= APPENDIX IV Reconciliation of Group Income Statement for the year ended 30th April 2007 Short-term Long-term Lease Reclass employee employee payments profit in benefits benefits disposal of property, plant & equipment UK GAAP IAS 19 IAS 19 IAS 17 FRS 3 IFRS Note (a) (b) (c) (f) £'000 £'000 £'000 £'000 £'000s £'000 Revenue 71,013 - - - - 71,013 Cost of sales 31,602 - - - - 31,602 ---------------------------------------------------------- Gross profit 39,411 - - - - 39,411 Operating expenses 33,465 10 (2) 112 (16) 33,569 ---------------------------------------------------------- Profit from operations 5,946 (10) 2 (112) 16 5,842 Profit/loss on disposal of property, plant and equipment 16 - - - (16) - ---------------------------------------------------------- Profit on ordinary activities before interest and taxation 5,962 (10) 2 (112) - 5,842 Finance charge (36) - - - - (36) ---------------------------------------------------------- Profit on ordinary activities before taxation 5,926 (10) 2 (112) - 5,806 Tax on profit on ordinary activities 1,955 (4) 1 (45) - 1,907 ---------------------------------------------------------- Profit for the period 3,971 (6) 1 (67) - 3,899 ========================================================== Profit reported under UK Note GAAP 3,971 Holiday pay (a) accrual (6) Retirement (b) benefits accrual 1 Straight-line lease (c) adjustment (67) ------- Total adjustments to profit (72) ------- Profit reported under IFRS 3,899 ======= Basic earnings per share 25.3p 24.8p Diluted earnings per share 24.3p 23.9p APPENDIX V Reconciliation of Group Balance Sheet at 30th April 2007 Short-term Long-term Lease Deferred Foreign employee employee payments tax exchange benefits benefits asset reserve UK GAAP IAS 19 IAS 19 IAS 17 IAS 12 IAS 21 IFRS Note (a) (b) (c) (d) (e) £'000 £'000 £'000 £'000 £'000 £'000s £'000 Non-current assets: Property, plant and equipment 5,135 - - - - - 5,135 Current assets: Inventories and contracts in progress 12,045 - - - - - 12,045 Trade and other receivables 11,384 33 50 172 83 - 11,722 Cash and cash equivalents 4,113 - - - - - 4,113 ------------------------------------------------------------------ 27,542 33 50 172 83 - 27,880 Trade and other payables: amounts falling due within one year 16,831 109 144 424 - - 17,508 ------------------------------------------------------------------ Net current assets 10,711 (76) (94) (252) 83 - 10,372 ------------------------------------------------------------------ Total assets less current liabilities 15,846 (76) (94) (252) 83 - 15,507 Provision for liabilities: Deferred taxation 35 - - - - - 35 Pension liability 120 - - - 83 - 203 ------------------------------------------------------------------ 155 - - - 83 - 238 ------------------------------------------------------------------ Net assets 15,691 (76) (94) (252) - - 15,269 ================================================================== Capital and reserves: Called up share capital 1,565 - - - - - 1,565 Share premium account 11,141 - - - - - 11,141 Capital redemption reserve 1,308 - - - - - 1,308 ESOP share reserve (157) - - - - - (157) ESOP capital reserve 508 - - - - - 508 Foreign exchange reserve - 4 2 20 - (565) (539) Profit and loss account 1,326 (80) (96) (272) - 565 1,443 ------------------------------------------------------------------ Total equity 15,691 (76) (94) (252) - - 15,269 ================================================================== Total equity reported Note under UK GAAP 15,691 Holiday pay accrual (a) (76) Retirement benefits (b) accrual (94) Straight-line lease (c) adjustment (252) -------- Total adjustment to equity (422) -------- Profit reported under IFRS 15,269 ======== Enquiries: Colefax Group Plc Rob Barker, Finance Director and Company Secretary 020 7318 6000 KBC Peel Hunt David Anderson and Alina Savych 020 7418 8900 Biddicks Katie Tzouliadis 020 7448 1000 This information is provided by RNS The company news service from the London Stock Exchange
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