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Adoption of IFRS

24th Jul 2008 07:01

RNS Number : 7575Z
Travelzest plc
24 July 2008
 



Date: 24 July 2008

On behalf of: Travelzest plc ("Travelzest" or the "Company")

 TRAVELZEST PLC

ADOPTION OF INTERNATIONAL REPORTING STANDARDS

Travelzest Plc has adopted International Financial Reporting Standards ("IFRS) in its financial statements for the year ended 31 October 2008 and reports its results for the period ending 30 April 2008 and subsequent reporting periods in accordance with the standards. The date of transition is 1st November 2006.

The purpose of this document is to outline the changes in accounting policy arising from the adoption of IFRS and selected options or exemptions taken advantage of. It also provides restated consolidated income statements for the periods ended 30 April 2007 and 31 October 2007 together with consolidated balance sheets as at those dates along with reconciliations between those previously provided UK GAAP and restated IFRS statements.

The changes resulting from the adoption of IFRS are accounting changes only and do not affect the underlying operations and cash flows of the Group.

BASIS OF PREPARATION

The financial information presented in this document is prepared in accordance with IFRS. 

The Group has adopted Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for accounting periods beginning on 1 November 2006.

Travelzest Plc financial statements were prepared in accordance with United Kingdom Generally Accepted Accounting Principles (UK GAAP) until 31 October 2007. In preparing Travelzest Plc interim financial statements for the period ended 30 April 2008 management has amended certain accounting, valuation and consolidation applied in UK GAAP in order to comply with recognition and measurement criteria of IFRS. The specific accounting policies applied are set out in Appendix II. It is possible that further standards or interpretations may be issued that may affect the financial statements year ending 31 October 2008. In this event, the financial results and their presentation may differ from that set out in this document.

IFRS 1 "First time Adoption of International Accounting Standards" provides guidance for entities applying IFRS in their annual financial statements for the first time. Its also provides a number of exemptions from the requirements of other standards when IFRS is adopted for the first time. The exemptions granted by IFRS 1 that have been adopted by the Group are set out below:

Business Combinations

The Group has elected not to restate the accounting for business combinations completed before the date of transition. Consequently, the amount of goodwill carried on the Group's IFRS balance sheet at the date of transition will be the same as that carried on the Group's UK GAAP's Balance Sheet at that date. Extensive review and documentation has been undertaken of those business combinations occurring after the date of transition and we have concluded no material adjustment is required.

Restatement of comparative information for IAS 32 and IAS 39 

The Group has elected to adopt IAS 32 and IAS 39 "Financial Instruments: Disclosure and Presentation" and IAS 39 "Financial Instruments: Recognition and Measurement" from 1 November 2006. Therefore the comparative financial information in respect of financial instruments set out in these financial statements is presented in accordance with UK GAAP. 

Cumulative translation differences

The Group has elected that the cumulative translation differences that existed for all foreign operations under UK GAAP will be deemed to be zero at the date of transition to IFRS, 1 November 2006.

The financial information provided in this document does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The UK GAAP audited results in respect of the years ended 31 October 2007 and 31 October 2006 have been delivered to the Registrar of Companies without qualification.

SIGNIFICANT CHANGES IN ACCOUNTING POLICY

Goodwill Amortisation

IFRS 3 "Business Combinations" prohibits the amortisation of goodwill but requires annual tests of impairment. Goodwill charged under UK GAAP for the financial statements year ended 31 October 2007 was £1.9m with a corresponding increase in net assets as at that date. IFRS 3 also provides for a consideration of any separable intangible assets and for these to be valued and disclosed separate to good will. 

Brochure and Promotional Costs

IAS 38 "Intangible Assets" requires that expenditure on advertising and promotion is written off as incurred. The Group's previous accounting policy, in accordance with UK GAAP, was to charge such expenses to the profit and loss account over the season to which they relate. The change in accounting policy will lead to a reduction in net assets as at 31 October 2007 of £0.5 million and a corresponding charge to the profit and loss account.

Computer Software

IAS 38 "Intangible Assets" requires that all computer software that is not an integral part of computer hardware be treated as an intangible asset. Consequently, there is a reclassification between other intangible assets and property, plant and equipment on the balance sheet and between depreciation and amortisation in the profit and loss account. There is no net effect on the profit the year ended 31 October 2007.

Derivative Financial Instruments

IAS 39 - Financial Instruments: Recognition and Measurement requires derivatives are measured at their fair value. When a derivative does not qualify for hedge accounting, changes in fair value are recognised immediately in the income statement. When a derivative qualifies for hedge accounting, changes in fair value that are determined to be an effective hedge are recognised in the hedging reserve. Any ineffective portion of the change in fair value is recognised immediately in the income statement. 

If a hedged transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated cumulative gain or loss is removed from the hedging reserve and is included in the initial cost or carrying amount of the asset or liability. For all other cash flow hedges, the associated cumulative gain or loss is removed from the hedging reserve and recognised in the income statement in the same period or periods during which the hedged or forecast transaction affects profit or loss.

SUMMARY FINANCIAL IMPACTS

The financial impacts the accounting policy changes outlined above on net assets as at 31 October 2007 and the profit before taxation for year then ended are summarised below:

Net assets as at 31 October 2007

£'000s

Net assets as reported under UK GAAP

29,497

Goodwill amortisation

1,883

Brochure and promotional costs

(492)

Derivative Financial Instruments

250

Website development costs 

(30)

Taxation

(131)

Total IFRS adjustments

1,480

Net Assets under IFRS

30,977

Profit before taxation for the year ended 31 October 2007

£'000s

Profit before tax as reported under UK GAAP

874

Goodwill amortisation

1,883

Brochure and promotional costs

(399)

Website development costs 

(30)

Total IFRS adjustments

1,454

Profit before tax as reported under IFRS

2,328

  RESTATED FINANCIAL STATEMENTS

GROUP INCOME STATEMENTS

Six months ended 30 April

Six months ended 30 April

Year ended 31 October

Year ended 31 October

2007

2007

2007

2007

£'000s

£'000s

£'000s

£'000s

UK GAAP

IFRS

UK GAAP

IFRS

Continuing operations

Revenue*

13,589

13,589

38,467

38,467

Cost of sales

(4,392)

(4,392)

(17,903)

(17,903)

Gross profit

9,197

9,197

20,564

20,564

Administrative expenses

(8,458)

(8,056)

(19,113)

(17,659)

Operating profit

739

1,141

1,451

2,905

Finance income

111

111

382

382

Finance costs

(445)

(445)

(959)

(959)

Profit on ordinary activities before taxation

405

807

874

2,328

Income tax expense

(346)

(1,050)

(1,000)

(1,158)

Profit for the financial year

59

(243)

(126)

1,170

Earnings/(loss) per share

Basic

0.25p

(1.00)p

(0.52)p

4.83p

Fully diluted

0.20p

-

-

3.82p

Normalised

3.10p

(0.24)p

8.10p

6.70p

  GROUP BALANCE SHEETS

30 April

31 October

2007 £'000s

2007 £'000s

IFRS

IFRS

ASSETS

Non-current assets

Intangible assets - goodwill

37,300

38,754

Intangible assets - other

1,416

1,684

Property, plant & equipment

733

1,021

39,449

41,459

Current assets

Inventories

7

2

Tax assets

-

27

Derivative financial instruments

244

295

Trade and other receivables

6,160

7,123

Cash and cash equivalents

10,343

10,480

16,754

17,927

Total assets

56,203

59,386

EQUITY AND LIABILITIES

Equity attributable to equity holders of the parent

Share capital

313

350

Share premium

11,632

14,233

Exchangeable shares

10,365

10,365

Merger reserve

2,320

2,320

Translation and hedge reserve

539

598

Retained earnings

39

3,111

Total equity

25,208

30,977

Non-current liabilities

Trade and other payables

7,476

4,976

Borrowings

10,701

9,860

Deferred tax liabilities

241

-

18,418

14,836

Current liabilities

Trade and other payables

4,715

8,832

Borrowings

1,977

1,870

Derivative financial instruments

50

45

Current tax liabilities

977

1,230

Revenue received in advance

4,858

1,596

12,577

13,573

Total liabilities

30.995

28,409

Total equity and liabilities

56,203

59,386

  APPENDICES

APPENDIX I: RECONCILIATIONS

Group Balance Sheet as at 30 April 2007

UK GAAP (IFRS Format)

Goodwill Amortisation

Taxation

Website Costs

Computer Software

Brochure & Promotional Costs

£'000

£'000

£'000

£'000

£'000

£'000

Non-current assets

Intangible assets

36,560

741

832

630

Property, Plant

2,195

(832)

(630)

Trade and other receivables

Current assets

Inventories

8

Tax assets

Trade and other receivables

6,545

(385)

Derivative financial instruments

Cash and cash equivalents

10,343

Total assets

55,651

741

0

0

0

(385)

Current liabilities

Trade and other payables

(4,715)

Short term borrowings

(1,977)

Obligations under finance leases

Derivative financial instruments

Tax liabilities

(299)

(704)

0

Revenue received in advance

(4,858)

Net current assets

43,801

741

(704)

0

0

(385)

Non-current liabilities

Trade and other payables

(7,476)

Long term borrowings

(10,701)

Obligations under finance leases

Tax liabilities

Deferred tax liabilities

(241)

Long term provisions

Total liabilities

(30,268)

0

(704)

0

0

0

Net assets

25,383

741

(704)

0

0

(385)

Equity

Called up share capital

313

Share premium account

11,632

Exchangable shares

10,365

Merger Reserve

2,320

Hedge Reserve

Equity Reserve

Share based payments

P&L Account

753

741

(704)

(385)

Total equity

25,383

741

(704)

0

0

(385)

  

Group Balance Sheet as at 30 April 2007 (continued)

Web Costs to be Expensed

Interest Rate Swap

Forward Contracts

TZ Net Investment Hedge

Total IFRS Adjustment

Restated under IFRS

£'000

£'000

£'000

Non-current assets

Intangible assets

(47)

2,156

38,716

Property, Plant

(1,462)

733

Trade and other receivables

0

0

Current assets

Inventories

0

8

Tax assets

0

0

Trade and other receivables

(385)

6,160

Derivative financial instruments

132

112

244

244

Cash and cash equivalents

0

10,343

Total assets

(47)

0

132

112

553

56,204

Current liabilities

Trade and other payables

0

(4,715)

Short term borrowings

0

(1,977)

Obligations under finance leases

0

0

Derivative financial instruments

(50)

(50)

(50)

Tax liabilities

(704)

(1,004)

Revenue received in advance

0

(4,858)

Net current assets

(47)

(50)

132

112

(202)

43,600

Non-current liabilities

Trade and other payables

0

(7,476)

Long term borrowings

0

(10,701)

Obligations under finance leases

0

0

Tax liabilities

0

0

Deferred tax liabilities

0

(241)

Long term provisions

0

0

Total liabilities

0

(704)

(30,972)

Net assets

(47)

(50)

132

112

(202)

25,181

Equity

0

Called up share capital

0

313

Share premium account

0

11,632

Exchangable shares

0

10,365

Merger Reserve

0

2,320

Hedge Reserve

(50)

132

112

194

194

Equity Reserve

Share based payments

P&L Account

(47)

(396)

357

Total equity

(47)

(50)

132

112

(202)

25,181

 

  

Group Income Statement for the period ended 30 April 2007

UK GAAP (IFRS Format)

Goodwill Amortisation

Brochure & Promotional Costs

Web Costs to be Expensed

Tax

Total IFRS Adjustment

Restated under IFRS

£'000

£'000

£'000

£'000

 

£'000

£'000

 

 

TOTAL

TOTAL

 

 

 

 

 

 

 

 

 

 

Revenue (TTV)

86,326

 

 

 

 

0

86,326

 

 

 

 

 

 

 

Cost of Sales

(77,129)

 

 

 

 

 

 

 

 

 

0

 

(77,129)

 

 

 

 

 

 

 

Gross Profit

9,197

0

 

 

 

0

9,197

 

 

 

 

 

 

 

Operating Expenses

(8,458)

 

741

 

(292)

 

(47)

 

 

 

402

 

(8,056)

 

 

 

 

 

 

 

Profit from Operations

739

 

 

 

 

 

1,141

 

 

 

 

 

 

 

Finance Income

111

 

 

 

 

0

111

 

 

 

 

 

 

 

Finance Costs

(445)

 

 

 

 

 

 

 

 

 

0

 

(445)

 

 

 

 

 

 

 

Profit before tax

405

 

 

 

 

 

807

 

 

 

 

 

 

 

Tax

(346)

 

 

 

(704)

(704)

(1,050)

 

 

 

 

 

 

 

Profit for Period

59

741

(292)

(47)

(704)

402

(243)

Attributable to:

Equity holders of the parent

59

(243)

Minority interests

0

0

59

(243)

  

Group Balance Sheet as at 31 October 2007

UK GAAP (IFRS Format)

Goodwill Amortisation

Taxation

Website Costs

Reclassification 

of Loan Notes

Computer Software

£'000

£'000

£'000

£'000

£'000

Non-current assets

Intangible assets

36,871

1,883

891

794

Property, Plant

2,735

(891)

(794)

Trade and other receivables

Current assets

Inventories

2

Tax assets

Trade and other receivables

7,616

Derivative financial instruments

Cash and cash equivalents

10,480

Total assets

57,704

1,883

0

0

0

Current liabilities

Trade and other payables

(9,952)

1,120

Short term borrowings

(750)

(1,120)

Obligations under finance leases

Derivative financial instruments

Tax liabilities

(849)

(382)

Revenue received in advance

(1,596)

Net current assets

44,557

1,883

(382)

0

0

Non-current liabilities

Trade and other payables

(4,976)

Long term borrowings

(9,860)

Obligations under finance leases

Tax liabilities

Deferred tax liabilities

(224)

251

Long term provisions

Total liabilities

(28,207)

0

(131)

0

0

Net assets

29,497

1,883

(131)

0

0

Equity

Called up share capital

350

Share premium account

14,233

Exchangable shares

10,365

Merger Reserve

2,320

Hedge Reserve

Equity Reserve

Share based payments

696

P&L Account

1,533

1,883

(131)

Total equity

29,497

1,883

(131)

0

0

  

Group Balance Sheet as at 31 October 2007 (continued)

Brochure & Promotional Costs

Web Costs to be Expensed

Interest Rate Swap

Forward Contracts

TZ Net Investment Hedge

Total IFRS Adjustment

Restated under IFRS

£'000

£'000

£'000

£'000

Non-current assets

Intangible assets

3,567

40,438

Property, Plant

(30)

(1,714)

1,021

Trade and other receivables

0

0

Current assets

Inventories

0

2

Tax assets

0

0

Trade and other receivables

(492)

(492)

7,123

Derivative financial instruments

173

122

295

295

Cash and cash equivalents

0

10,480

Total assets

(492)

(30)

0

173

122

1,656

59,359

Current liabilities

Trade and other payables

1,120

(8,832)

Short term borrowings

(1,120)

(1,870)

Obligations under finance leases

0

0

Derivative financial instruments

(45)

(45)

(45)

Tax liabilities

(382)

(1,231)

Revenue received in advance

0

(1,596)

Net current assets

(492)

(30)

(45)

173

122

1,229

45,786

Non-current liabilities

Trade and other payables

0

(4,976)

Long term borrowings

0

(9,860)

Obligations under finance leases

0

0

Tax liabilities

0

0

Deferred tax liabilities

251

27

Long term provisions

0

0

Total liabilities

0

0

(131)

(28,338)

Net assets

(492)

(30)

(45)

173

122

1,480

30,977

Equity

0

Called up share capital

0

350

Share premium account

0

14,233

Exchangable shares

0

10,365

Merger Reserve

0

2,320

Hedge Reserve

(45)

173

122

250

250

Equity Reserve

Share based payments

696

P&L Account

(492)

(30)

1,229

2,763

Total equity

(492)

(30)

(45)

173

122

1,480

30,977

 

  APPENDIX II: SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

1 Basis of Consolidation

The Group's financial statements consolidate those of the Company and its subsidiary undertakings. The results of subsidiaries acquired or disposed of are consolidated for the periods from or to the date on which control passed. Acquisitions are accounted for under the purchase method.

Estimates

The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

Determining whether goodwill is impaired requires an estimate of value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the Group to estimate future cash flows from the cash-generating units and a suitable discount rate in order to calculate a fair value.

2 Goodwill

Goodwill arising on acquisition represents any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired. Goodwill is recognised as an asset, and is reviewed for impairment at least annually. Any impairment is recognised immediately in the Group's income statement and is not subsequently reversed.

Goodwill arising on acquisitions before the date of transition to IFRS has been retained at previous UK GAAP amounts subject to being tested for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated and is not included in determining any subsequent profit or loss on disposal.

3 Property, plant and equipment

Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment.

Where costs are incurred as part of the start-up or commissioning of an item of property, plant or equipment, and that item is available for use but incapable of operating in the manner intended by management without such a start-up or commissioning period, then such costs are included within the cost of the item. Costs that are not directly attributable to bringing an asset to the location and condition necessary for it to be capable of operating in the manner intended by management are charged to the income statement as incurred.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. 

Property improvements

- 5 years

Fixtures and fittings

- 3 to 5 years

Office equipment and computer equipment

- 3 to 5 years

Motor vehicles

- 3 to 5 years

4.  Revenue recognition

Revenue represents the aggregate amount of gross revenue receivable from inclusive tours, travel agency commissions receivable and other services supplied to the customers in the ordinary course of business. Revenue and direct expenses relating to the inclusive tours arranged by the Group's leisure travel providers are taken to the income statement on holiday departure. Revenue relating to travel agency commission receivable on third party leisure travel products is recognised when earned, which is on receipt of the full payment from the customer. Other revenue and associated expenses are taken to the income statement as earned or incurred. Revenue and expenses exclude intra-group transactions.

5 Income statement presentation

Profit or loss from operations includes the results from operating activities of the Group, before its share of the results of any associates and joint ventures. It is stated before the results of investing activities such as disposal of subsidiaries or joint ventures and the disposals of items of property, plant and equipment.

Separately disclosed items are those that are unusual because of their size, nature or incidence which the Group's management consider should be disclosed separately to enable a full understanding of the Group's results.

6 Tax

Tax represents the sum of tax currently payable and deferred tax. Tax is recognised in the income statement unless it relates to an item recognised directly in equity, in which case the associated tax is also recognised directly in equity.

Tax currently payable is provided on taxable profits based on the tax rates and laws that have been enacted and or substantively enacted at the balance sheet date that result in an obligation to pay more tax, or a right to pay less tax, in the future, except as set out below. This is calculated on a non-discounted basis by reference to the average tax rates that are expected to apply in the relevant jurisdictions and for the periods in which the temporary differences are expected to reverse.

Deferred tax assets are assessed at each balance sheet date and are only recognised to the extent that their recovery against future taxable profits is probable. Deferred tax liabilities are recognised for the retained earnings of overseas subsidiaries, joint ventures and associates unless the Group is able to control the timing of the distribution of those earnings and it is probable that they will not be distributed in the foreseeable future.

7 Pensions

Pension costs charged against profits in respect of the Group's defined contribution schemes represent the amount of the contributions payable to the schemes in respect of the accounting period.

8 Foreign currency

Average exchange rates are used to translate the results of all subsidiaries, associates and joint ventures that have a functional currency other than sterling. The balance sheets of such entities are translated at period end exchange rates. The resulting exchange differences are dealt with through a separate component of equity.

Transactions in currencies other than the functional currency of an entity are translated at the exchange rate at the date of transaction. Foreign currency monetary assets and liabilities held at the period end are translated at the period end exchange rates. The resulting exchange gain or loss is dealt with in the income statement.

9 Derivative financial instruments

Derivatives are recognised at their fair value. When a derivative does not qualify for hedge accounting as a cash flow hedge, changes in fair value are recognised immediately in the income statement. When a derivative qualifies for hedge accounting as a cash flow hedge, changes in fair value that are determined to be an effective hedge are recognised directly in the hedging reserve. Any ineffective portion of the change in fair value is recognised immediately in the income statement.

If a hedged transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated cumulative gain or loss is removed from the hedging reserve and is included in the initial cost or carrying amount of the asset or liability. For all other cash flow hedges, the associated cumulative gain or loss is removed from the hedging reserve and recognised in the income statement in the same period or periods during which the hedged or forecast transaction affects profit or loss.

10 Share-based payments

The Group issues share-based instruments to certain employees as part of their total remuneration. The fair values of these instruments are calculated at the date of grant, using the Black-Scholes pricing model. These fair values are charged to the income statement on a straight-line basis over the expected vesting periods of the instruments, with a corresponding increase in equity reserves.

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