11th Oct 2005 16:43
Ocean Wilsons Holdings Ld11 October 2005 Ocean Wilsons Holdings Limited Press Release Restatement of 2004 Results under International Financial Reporting Standards For 2004 and previous years, Ocean Wilsons Holdings Limited has prepared itsGroup financial statements under UK Generally Accepted Accounting Principles (UKGAAP). In accordance with EU regulations, the Group is required to adoptInternational Financial Reporting Standards (IFRS) from 1 January 2005 andprepare its Group financial statements on an IFRS basis. Ocean Wilsons Holdings Limited will report under IFRS, for the first time, inits interim results for the six months to 30 June 2005 (due for release on 25October 2005). The first full year results to be reported under IFRS will be forthe year ended 31 December 2005. The IFRS results for the 2005 half year and the2005 full year will include comparative IFRS information for the relevantcorresponding periods in 2004. The principal adjustments to profit for the year and equity are as follows: 2004 Full year Profit for the year Equity UK GAAP 25.6 147.7 Unrealised gains taken to the income statement 6.4 - Adjustments to finance leases capitalised 1.8 2.6 Change in functional currency 0.8 (5.9) Reversal of proposed dividend - 6.4 Borrowing costs previously capitalised (0.1) (5.0) Other(0.2) 1.6 IFRS34.3 147.4 The principal adjustments to the Group's reported financial information from theadoption of IFRS are: Unrealised gains taken to the income statement Under IFRS there is no distinction between unrealised and realised gains forfinancial reporting. As such, all unrealised gains except exchange differenceson translation of foreign operations and gains on available-for-sale investmentswill be recorded through the income statement rather than through the UK GAAPstatement of total recognised gains and losses. The major impact is that allunrealised gains on the investment portfolio are now recorded through the incomestatement. Adjustments to finance leases capitalised Under UK GAAP assets held under finance leases were depreciated over the livesof the respective leases which were generally shorter than the equivalentdepreciable lives of owned assets under the Group's normal depreciation policy.IAS 17 requires the depreciation policy for the Group's depreciable leasedassets to be consistent with that for equivalent owned depreciable assets. Theaccounting change has reduced the Group's depreciation charge. Change in functional currency As part of the IFRS restatement, the Group's functional currency was re-examinedin accordance with the requirements of IAS 21. IFRS is more prescriptive in itsdefinition of functional currency than UK GAAP. From 1 January 2004 thefunctional currencies of the Group's operations are the local currency with theexception of the following businesses, all of which are located in Brazil: thetowage division, the ship agency division and Tecon Rio Grande whose functionalcurrency has changed to US Dollars. The major impact of the change is that exchange gains or losses on US Dollarborrowings in US Dollar functional currency businesses no longer arise.Exchange gains or losses on $Real denominated bank accounts held by businesseswith a US Dollar functional currency will be recorded through the incomestatement. Additionally property, plant and equipment, retained earnings andinventories in US Dollar functional currency businesses are fixed in US Dollarsat historical exchange rates. Reversal of proposed dividend Dividends proposed are recognised in the period in which they are formallyapproved for payment. Under UK GAAP dividends were recognised in the financialstatements as a liability and an expense if declared before the financialstatements were signed. The change in timing of proposed dividends increases netassets. Borrowing costs previously capitalised As permitted by IAS 23, the Group has chosen not to capitalise directlyattributable finance costs and foreign exchange movements which were previouslycapitalised under UK GAAP. The impact of this accounting change decreases thevalue of property, plant and equipment and the associated depreciation chargewhile increasing finance costs in the income statement. Other adjustments Explanations of other adjustments are given in the detailed IFRS Restatementbelow. Enquiries Mr Keith Middleton Ocean Wilsons Holdings Limited Tel + 55 21 2126 4160 Mr Peter Gardner Hansa Capital Partners Tel + 44 20 7647 5750 10 October 2005 OCEAN WILSONS HOLDINGS LIMITED ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS 1. INTRODUCTION The Council of the European Union announced in June 2002 that listed companiesin Europe would be required to adopt International Financial Reporting Standards(IFRS) for accounting periods beginning on or after 1 January 2005. In line withthis requirement, the Group has adopted IFRS as its accounting basis from thebeginning of 2005. The first full year for which IFRS will be applicable will be31 December 2005. The Group will therefore prepare comparative IFRS financialinformation for the year ended 31 December 2004. In order to explain how the Group's reported performance and financial positionare affected by this change, the following financial information is providedbelow: - A summary of the most significant adjustments arising from theadoption of IFRS. - Basis of preparation of the financial statements under IFRS. - Significant accounting policies adopted under IFRS. - Consolidated IFRS balance sheet as at 1 January 2004 andreconciliation of net equity from UK GAAP to IFRS. - Consolidated financial information (income statement, balance sheet,cash flow statement and statement of changes in equity) for the year ended 31December 2004 and reconciliations of profit for the year and equity from UK GAAPto IFRS. 2. IMPACT OF IFRS ON GROUP RESULTS The main impacts on the Group's financial statements of the move to IFRS are: Presentational impacts: - IAS 31 Interests in Joint Ventures The Groups share of joint venture entities are consolidated on a line by linebasis in the Group's financial statements. Under UK GAAP joint ventures wereaccounted for on a gross equity basis. - IAS 1 Presentation of Financial Statements & IAS 39 FinancialInstruments: Recognition and Measurement Under IFRS there is no distinction between unrealised and realised gains forfinancial reporting. As such, all unrealised gains except exchange differenceson translation of foreign operations and gains on available-for-sale investmentswill be recorded through the income statement rather than through the UK GAAPstatement of total recognised gains and losses. - IAS 28 Investment in associates Share of profit from associates is reported on a single line in the consolidatedincome statement. Previously under UK GAAP, the Group's share of operatingprofits in associates was shown separately on the face of the income statementwith interest, exchange gains on loans and tax included within their respectiveheadings in the income statement. - IAS 21 Exchange gains/losses on foreign currency borrowings Exchange gains/losses on foreign currency borrowings are now included in financecosts. Previously under UK GAAP exchange gains/losses on foreign currencyborrowings were shown separately on the face of the income statement. Exchange gains and losses on monetary assets are now recorded in investmentrevenues. Previously these were included in other operating expenses. Accounting impacts: - IAS 21 Change of functional currency As part of the IFRS restatement, the Group's functional currency was re-examinedin accordance with the requirements of IAS 21. IFRS is more prescriptive in itsdefinition of functional currency than UK GAAP. From 1 January 2004 thefunctional currencies of the Group's operations are the local currency with theexception of the following businesses, all of which are located in Brazil: thetowage division, the ship agency division and Tecon Rio Grande whose functionalcurrency has changed to US Dollars. The major impact of the change is that exchange gains or losses on US Dollarborrowings in US Dollar functional currency businesses no longer arise. Exchangegains or losses on $Real denominated bank accounts held by businesses with a USDollar functional currency will be recorded through the income statement.Additionally property, plant and equipment, retained earnings and inventories inUS Dollar functional currency businesses are fixed in US Dollars at historicalexchange rates. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 822 Total equity at 31 December 2004(5,916) - IAS 31 Interests in Joint Ventures Under UK GAAP, Dragaport and Brasco were classified as associate companies andwere accounted for under the gross equity method. Under IFRS these companieshave been reclassified as jointly controlled entities and consolidated on a lineby line basis. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 - Total equity at 31 December 2004 - - IAS 39 Financial Instruments: Recognition and Measurement In accordance with IAS 39 the Group's investment portfolio has been designatedas fair value through profit or loss ("FVTPL"). As a result all gains and losseson the investment portfolio are recognised through the income statement. UnderUK GAAP, current year realised gains were included in the profit and lossaccount and unrealised gains were recognised in the statement of totalrecognised gains and losses. These unrealised gains were recognised in therevaluation reserve until the corresponding asset was sold, at which point thehistorical gain was transferred to the profit and loss account. The Group hasnot availed itself of the IAS 32/39 optional exemption available under IFRS 1and accordingly IAS 32/39 have been applied retrospectively. This has alsoresulted in the reclassification of the revaluation reserve to retainedearnings. Under UK GAAP the Group's investment in Barcas was held at cost less anyprovision for impairment. Under IAS 39, the investment is classified asavailable-for-sale and therefore is held at fair value with changes in fairvalue recognised in an investment revaluation reserve. When the investment isdisposed of or if it is determined to be impaired, the cumulative gain or losspreviously recognised in the investment revaluation reserve is included in theincome statement for the period. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 6,351 Total equity at 31 December 2004 - IAS 17 - Leases Under UK GAAP assets held under finance leases were depreciated over the livesof the respective leases which were generally shorter than the equivalentdepreciable lives of owned assets under the Group's normal depreciation policy.IAS 17 requires the depreciation policy for the Group's depreciable leasedassets to be consistent with that for equivalent owned depreciable assets. Theaccounting change has reduced the Group's depreciation charge. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 1,826 Total equity at 31 December 20042,631 IAS 23 - Borrowing costs As permitted by IAS 23, the Group has chosen not to capitalise directlyattributable finance costs and foreign exchange movements which were previouslycapitalised under UK GAAP. The impact of this accounting change decreases thevalue of property, plant and equipment and the associated depreciation chargewhile increasing finance costs in the income statement. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 (62) Total equity at 31 December 2004(4,973) IAS 16 - Property, plant & equipment Under IFRS dry docking costs are capitalised as overhaul expenditure anddepreciated over the period in which the related economic benefits are received.The impact on the balance sheet is an increase in the book value of property,plant and equipment. The effect on the income statement is to increasedepreciation and reduce other external charges. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 (80) Total equity at 31 December 20041,403 IAS 10 - Events after the balance sheet date Dividends proposed are recognised in the period in which they are formallyapproved for payment. Under UK GAAP dividends were recognised in the financialstatements as a liability and an expense if declared before the financialstatements were signed. The change in timing of proposed dividends increases netassets. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 - Total equity at 31 December 20046,365 IAS 39 - Fair value of available for sale investment Under IAS 39 the investment is classified as 'available-for-sale'. Theinvestment has therefore been measured at fair value with changes in fair valuerecognised in equity. This is then recycled into the income statement on sale or impairment of theasset at which time the cumulative gain or loss previously recognised in equityis recognised in profit or loss for the period. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 - Total equity at 31 December 20041,100 IAS 31 - Reclassification of subsidiary as jointly controlled entity A subsidiary of a joint venture has been reclassified as a jointly controlledentity. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 (309) Total equity at 31 December 2004(691) IAS 16 - Pre operating previously capitalised now expensed Pre-operating expenses previously capitalised under UK GAAP are expensed underIAS 16. Net impact on financial statements US$000's Profit for the year ended 31 December 2004 131 Total equity at 31 December 2004(239) 3. BASIS OF PREPARATION For the year ended 31 December 2005 the Company will be required to prepareconsolidated financial statements under International Financial ReportingStandards as adopted by the European Commission. These will be thoseInternational Accounting Standards, International Financial Reporting Standards("IFRS") and related Interpretations (SIC-IFRIC interpretations), subsequentamendments to those standards and related interpretations, future standards andrelated interpretations issued or adopted by the International AccountingStandards Board (IASB) that have been endorsed by the European Commission. Thisprocess is ongoing and the Commission has yet to endorse certain standardsissued by the IASB. In particular the Commission: • endorsed a version of IAS 39 Financial instruments -recognition and measurement that differed from that issued by the IASB in tworespects (the so-called 'carve-out'): • the endorsed version of IAS 39 removes the option in theIASB version to fair value certain financial liabilities; and • the endorsed version of IAS 39 widens the range ofcircumstances in which hedge accounting may be applied. The company has nottaken advantage of these provisions and therefore will comply with both versionsof IAS 39;. • have not given a final approval to IAS 39 amendmentsrelating to the Fair Value Option however the Accounting Regulatory Committee(ARC) has recommended endorsement. The preliminary opening balance sheet as at 1 January 2004, IFRS comparativesfor 2004 and the GAAP reconciliation between UK and IFRS have been prepared bymanagement using its best knowledge of the expected standards andinterpretations of the IASB, facts and circumstances, and accounting policiesthat will be applied when the Company prepares its first complete set of IFRSfinancial statements as at 31 December 2005. It is thus possible that theaccompanying preliminary opening balance sheet may require adjustment beforeconstituting the final opening balance sheet. Moreover, under IFRSs, only acomplete set of financial statements comprising a balance sheet, incomestatement, statement of changes in equity, cash flow statement, together withcomparative financial information and explanatory notes, can provide a fairpresentation of the Group's financial position, results of operations and cashflow. IFRS 1 - First time adoption choices The Group's transition date to IFRS is 1 January 2004. In preparing the 2004IFRS financial information the Group has applied the rules for first timeadoption as set out in IFRS 1 'First time adoption of International FinancialReporting Standards'. IFRS 1 generally requires full retrospective application of IFRSs at the firstreporting date. However IFRS 1 allows certain exemptions in the application ofcertain standards to prior periods. The Group has made the following first-timeadoption choices: - IFRS 3 - business combinations prior to 1 January 2004 have not beenrestated. - Cumulative translation differences - the Group has deemed cumulativetranslation differences for foreign operations to be zero at the date oftransition. Any gains or losses on subsequent disposals of foreign operationswill not therefore include translation differences arising prior to thetransition date. UK GAAP financial information The formats of the balance sheet, income statement and cashflow statement havebeen modified to align them with the IFRS formats to simplify presentation ofthe adjustments required to arrive at the IFRS figures. 4. SIGNIFICANT ACCOUNTING POLICIES ADOPTED UNDER IFRS The financial statements have been prepared in accordance with InternationalFinancial Reporting Standards. The financial statements have been prepared on the historical cost basis, exceptfor the revaluation of certain properties and financial instruments. Theprincipal accounting policies adopted are set out below. Basis of consolidation The consolidated financial statements incorporate the financial statements ofthe Company and entities controlled by the Company. Control is achieved wherethe Company has the power to govern the financial and operating policies of anentity so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of during the year are includedin the consolidated income statement from the effective date of acquisition orup to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements ofsubsidiaries to bring their accounting policies into line with those used byother members of the Group. All intra-group transactions, balances, income and expenses are eliminated onconsolidation. Minority interests in the net assets of consolidated subsidiaries are identifiedseparately from the Group's equity therein. Minority interests consist of theamount of those interests at the date of the original business combination andthe minority's share of changes in equity since the date of the combination. Currency translation The functional currency for each Group entity is determined as the currency ofthe primary economic environment in which it operates. Transactions other thanthose in the functional currency of the entity are translated at the exchangerate ruling at the date of the transaction. Monetary assets and liabilitiesdenominated in foreign currencies are retranslated at year end exchange rates. On consolidation, the Group's foreign entities' income statement items aretranslated into US Dollars, the Group's presentational currency, at averagerates of exchange. Balance sheet items are translated into US Dollars at yearend exchange rates. Exchange differences arising on consolidation of entitieswith functional currencies other than US Dollar are classified as equity and arerecognised in the Group's translation reserve. Investments in associates An associate is an entity over which the Group has significant influence andthat is neither a subsidiary nor an interest in a joint venture. Significantinfluence is the power to participate in the financial and operating policydecisions of the investee but is not control or joint control over thosepolicies. The results, assets and liabilities of associates are incorporated in thesefinancial statements using the equity method of accounting. Under this method,investments in associates are carried in the consolidated balance sheet at costas adjusted for post- acquisition changes in the Group's share of the net assetsof the associate, less any impairment in the value of individual investments.Losses of an associate in excess of the Group's interest in that associate(which includes any long-term interests that, in substance, from part of theGroup's net investment in the associate) are not recognised. Where a Group entity transacts with an associate of the Group, profits andlosses are eliminated to the extent of the Group's interest in the relevantassociate. Interests in joint ventures A joint venture is a contractual arrangement whereby the Group and other partiesundertake an economic activity that is subject to joint control, that is whenthe strategic financial and operating policy decisions relating to theactivities require the unanimous consent of the parties sharing control. Where a Group entity undertakes its activities under joint venture arrangementsdirectly, the Group's share of jointly controlled assets and any liabilitiesincurred jointly with other ventures are recognised in the financial statementsof the relevant entity and classified according to their nature. Joint venture arrangements that involve the establishment of a separate entityin which each venturer has an interest are referred to as jointly controlledentities. The Group reports its interests in jointly controlled entities usingproportionate consolidation. The Group's share of the assets, liabilities,income and expenses of jointly controlled entities are combined with theequivalent items in the consolidated financial statements on a line-by-linebasis. Where the Group transacts with its jointly controlled entities, unrealisedprofits and losses are eliminated to the extent of the Group's interests in thejoint venture. Retirement benefit costs Payments to defined contribution retirement benefit plans are charged as anexpense as they fall due. Payments made to state-managed retirement benefitschemes are dealt with as payments to defined contribution plans where theGroup's obligations under the plans are equivalent to those arising in a definedcontribution retirement benefit plan. Taxation Tax expense for the period comprises current tax and deferred tax. Current tax is based on taxable profit for the year. Taxable profit differs fromprofit as reported in the income statement because it excludes items of incomeor expense that are taxable or deductible in other years and it further excludesitems that are never taxable or deductible. The Group's liability for currenttax is calculated using tax rates that have been enacted or substantivelyenacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on temporarydifferences (i.e. differences between the carrying amount of assets andliabilities in the financial statements and the corresponding tax basis used inthe computation of taxable profit). Deferred tax is accounted for using thebalance sheet liability method and is provided on all temporary differences withcertain limited exceptions as follows. Deferred tax is not provided : • in respect of tax payable on undistributed earnings of subsidiaries,associates and joint ventures where the Group is able to control the remittanceof profits and it is probable that there will be no remittance of past profitsearned in the foreseeable future; • on the initial recognition of an asset or liability in a transactionthat does not affect accounting profit or taxable profit and is not a businesscombination; nor is deferred tax provided on subsequent changes in the carryingvalue of such assets and liabilities, for example where they are depreciated;and • on the initial recognition of any goodwill. Deferred tax assets are recognised only to the extent that it is probable thatthey will be recovered through sufficient future taxable profit. The carryingamount of deferred tax assets is reviewed at each balance sheet date. Deferred tax is calculated at the tax rates that are expected to apply in theperiod when the liability is settled or the asset is realised, based on taxrates and laws that have been enacted or substantively enacted by the balancesheet date. Deferred tax is charged or credited in the income statement, exceptwhen it relates to items charged or credited directly to equity, in which casethe deferred tax is also taken directly to equity. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciationand any accumulated impairment losses. Depreciation is charged so as to write off the cost or valuation of assets,other than land and assets under construction, over their estimated usefullives, using the straight-line method as follows. Freehold Buildings: 25 years Leasehold Buildings: Period of the lease Floating Craft: 20 years Vehicles: 5 years Plant & Equipment: 10 to 20 years Assets held under finance leases are depreciated over their expected usefullives on the same basis as owned assets. Overhaul costs are capitalised and depreciated over the period in which theeconomic benefits are received. The gain or loss arising on the disposal or retirement of an item of property,plant and equipment is determined as the difference between the sales proceedsand the carrying amount of the asset and is recognised in the income statement. Impairment of tangible and intangible assets Assets that have an indefinite useful life are not subject to amortisation andare tested at least annually for impairment. Assets that are subject toamortisation or depreciation are reviewed for impairment whenever events orchanges in circumstances indicate that their carrying amounts may not berecoverable. An impairment loss is recognised for the amount by which theasset's carrying amount exceeds its recoverable amount. The recoverable amountis the higher of fair value less costs to sell and value in use. For thepurposes of assessing impairment, assets are grouped at the lowest levels forwhich there are separately identifiable cash inflows. Inventories Inventories are stated at the lower of cost and net realisable value. Costcomprises direct materials and, where applicable, direct labour costs and thoseoverheads that have been incurred in bringing the inventories to their presentlocation and condition. Net realisable value represents the estimated sellingprice less all estimated costs of completion and costs to be incurred inmarketing, selling and distribution. Financial instruments Financial assets and financial liabilities are recognised on the Group's balancesheet when the Group becomes a party to the contractual provisions of theinstrument. • Trade Receivables: Trade receivables, loans and other amountsreceivable are stated at the fair value of the amounts due, less provision forimpairment. A provision for impairment is established when there is objectiveevidence that the Group will not be able to collect all amounts due according tothe original terms of receivables. The amount of the provision is recognised inthe income statement. • Investments: Investments are recognised and derecognised on a tradedate basis where the purchase or sale of an investment is under a contract whoseterms require delivery of the investment within the timeframe established by themarket concerned, and are initially measured at the fair value, plus directlyattributable transaction costs. Where securities are held for trading purposes,gains and losses arising from changes in fair value are included in the incomestatement for the period. For available-for-sale investments, gains and lossesarising from changes in fair value are recognised directly in equity, until thesecurity is disposed of or is determined to be impaired, at which time thecumulative gain or loss previously recognised in equity is included in theprofit or loss for the period. • Cash and Cash Equivalents: Cash and cash equivalents comprise cash onhand and other short-term highly liquid investments that are convertible to aknown amount of cash and are subject to an insignificant risk of changes invalue. • Bank Borrowings: Interest-bearing bank loans and overdrafts arerecorded at the proceeds received, net of direct issue costs. Finance charges,including premiums payable on settlement or redemption and direct issue costs,are accounted for on an accruals basis to the income statement using effectiveinterest method and are added to the carrying amount of the instrument to theextent that they are not settled in the period in which they arise. Provisions Provisions are recognised when the Group has a present obligation as a result ofa past event, and it is probable that the Group will be required to settle thatobligation. Provisions are measured at the directors' best estimate of theexpenditure required to settle the obligation at the balance sheet date. Construction contracts Where the outcome of a construction contract can be estimated reliably, revenueand costs are recognised by reference to the stage of completion of the contractactivity at the balance sheet date. This is normally measured by the proportionthat contract costs incurred for work performed to date bear to the estimatedtotal contract costs, except where this would not be representative of the stageof completion. Variations in contract work, claims and incentive payments areincluded to the extent that they have been agreed with the customer. Where the outcome of a construction contract cannot be estimated reliably,contract revenue is recognised to the extent of contract costs incurred that itis probable will be recoverable. Contract costs are recognised as expenses inthe period in which they are incurred. When it is probable that total contract costs will exceed total contractrevenue, the expected loss is recognised as an expense immediately. Share-based payments The Group operates a cash settled long-term incentive plan. A liability equalto the portion of the services received is recognised at the current fair valuedetermined at each balance sheet date. Any increase or decrease in theliability is recognised in the income statement. Revenue Revenue represents amounts receivable for goods and services provided in thenormal course of business net of trade discounts, VAT and other sales relatedtaxes. If the Group is acting solely as an agent, amounts billed to customersare offset against relevant costs. Leasing Leases are classified as finance leases whenever the terms of the lease transfersubstantially all the risks and rewards of ownership to the lessee. All otherleases are classified as finance leases. Assets held under finance leases are recognised as assets of the Group at theirfair value at the inception of the lease, or if lower the present value of heminimum lease payments. The corresponding liability to the lessor is included inthe balance sheet as a finance lease obligation. Finance charges are charged tothe income statement. 5. GROUP FINANCIAL INFORMATION RESTATED FOR IFRS Group income statement Year ended 31 December 2004 UK GAAP (IFRS Format) IFRS year to year to 31 December IFRS 31 December 2004 Adjustment 2004 US$'000 US$'000 US$'000 Revenue 194,419 23,294 217,713 Raw materials and consumables used (26,183) (844) (27,027)Employee benefits expense (53,062) (3,439) (56,501)Depreciation and amortisation expense (11,238) (285) (11,523)Other operating expenses (76,277) (12.779) (89,056)Operating profit 27,659 5,947 33,606Share of operating profit in joint ventures 6,193 (6,193) -Share of profit of associate (229) 744 515Investment revenues 6,690 12,241 18,931Finance costs (7,343) 844 (6,499)Profit on disposals of property, plant and equipment 1,655 (20) 1,635Exchange gain on foreign currency borrowings 6,871 (6,871) -Profit before tax 41,496 6,692 48,188Income tax expense (15,913) 1,987 (13,926)Profit for the year 25,583 8,679 34,262Attributable to :Equity holders of parent 23,043 8,556 31,599Minority interests 2,540 123 2,663 25,583 8,679 34,262 Earnings per shareBasic and diluted 65.2c 89.4c Group balance sheet At 31 December 2004 UK GAAP (IFRS Format) IFRS 31 December IFRS 31 December 2004 Adjustments 2004 US$'000 US$'000 US$'000 Non current assetsIntangible assets 2,314 - 2,314Property, plant & equipment 127,716 (3,887) 123,829Deferred tax assets 7,921 4,677 12,598Investments in joint ventures 2,313 (2,313) -Investments in associates 1,246 (678) 568Available for sale investments 3,172 1,100 4,272 144,682 (1,101) 143,581 Current assetsInventories 4,921 110 5,031Investments held for trading 57,938 - 57,938Trade and other receivables 49,192 1,894 51,086Cash and cash equivalents 68,577 2,338 70,915 180,628 4,342 184,970 Total assets 325,310 3,241 328,551 Current liabilitiesTrade and other payables (52,274) 2,991 (49,283)Current tax liabilities (10,348) (156) (10,504)Obligations under finance leases (2,211) (823) (3,034)Bank overdrafts and loans (11,429) (2,073) (13,502) (76,262) (61) (76,323) Net current assets 104,366 4,281 108,647 Non-current liabilitiesBank loans (83,406) (2,765) (86,171)Deferred tax liabilities (12,839) (926) (13,765)Provisions (2,377) 644 (1,733)Obligations under finance leases (2,679) (453) (3,132) (101,301) (3,500) (104,801) Total liabilities (177,563) (3,561) (181,124) Net assets 147,747 (320) 147,427 Capital and reservesShare capital 11,930 - 11,390Retained earnings 87,665 13,472 101,137Capital reserves 25,327 (2,205) 23,122Investment revaluation reserve 13,083 (11,730) 1,353Hedging and translation reserve - 1,406 1,406Equity attributable to equity holders of the parent 137,465 943 138,408Minority interests 10,282 (1,263) 9,019 Total equity 147,747 (320) 147,427 Group cash flow statement Year ended 31 December 2004 UK GAAP (IFRS Format) IFRS year to year to 31 December IFRS 31 December 2004 Adjustments 2004 US$'000 US$'000 US$'000 Net cash inflow from operating activities 23,865 5,277 29,142 Investing activitiesInterest received 4,396 6,689 11,085Dividends received from associates 5,713 (5,713) -Dividends received from trading investments 597 - 597Proceeds on disposal of trading investments 9,171 - 9,171Income from underwriting activities 324 - 324Proceeds on disposal of property, plant and equipment 3,873 - 3,873Purchase of property, plant and equipment (18,707) (1,483) (20,190)Acquisition of investment in an associate (17) - (17)Purchase of trading investments (15,669) - (15,669)Acquisition of subsidiary (1,174) - (1,174)Net cash used in investing activities (11,493) (507) (12,000) Financing activitiesDividends paid (6,365) - (6,385)Repayments of borrowings (10,863) (161) (11,024)Repayments of obligations under finance leases (785) (312) (1,097)New bank loans raised 9,413 - 9,413Increase in bank overdrafts 289 - 289Net cash used in financing activities (8,311) (473) (8,784) Net increase in cash and cash equivalents 4,061 4,297 8,358 Cash and cash equivalent at beginning of year 60,302 1,432 61,734 Effect of foreign exchange rate changes 4,214 (3,391) 823 Cash and cash equivalent at end of year 68,577 2,338 70,915 Statement of changes in equity under IFRS Year ended 31 December 2004 Attributable Investment Hedging and To equity translation Share Retained Capital revaluation holders of Minority reserve capital earnings reserve reserve the parent interests Total US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 Balance at 1 January 11,390 76,360 22,665 1,353 - 111,768 6,306 118,0742004 Transfer to reserves (457) 457 - -Currency translation 1,406 1,406 50 1,456adjustmentTotal recognisedincome for the period 31,599 31,599 2,663 34,262Dividends (6,365) (6,365) (6,365) Balance at 31 11,390 101,137 23,122 1,353 1,406 138,408 9,019 147,427December 2004 Group balance sheet At 1 January 2004 UK GAAP (IFRS Format) IFRS 1 January IFRS 1 January 2004 Adjustments 2004 US$'000 US$'000 US$'000 Non current assetsIntangible assets 1,190 - 1,190Property, plant & equipment 111,882 2,217 114,099Deferred tax assets 7,238 2,854 10,092Investments in joint ventures 1,552 (1,552) -Investments in associates 718 (718) -Available for sale investments 2,919 1,353 4,272 125,499 4,154 129,653 Current assetsInventories 3,166 254 3,420Investments held for trading 42,901 - 42,901Trade and other receivables 37,914 2,654 40,568Cash and cash equivalents 60,302 1,432 61,734 144,283 4,340 148,623 Total assets 269,782 8,494 278,276 Current liabilitiesTrade and other payables (33,467) 1,970 (31,497)Current tax liabilities (10,390) (166) (10,556)Obligations under finance leases (793) (312) (1,105)Bank overdrafts and loans (11,673) - (11,673) (56,323) 1,492 (54,831) Net current assets 144,283 5,832 150,115 Non-current liabilitiesBank loans (83,890) (4,677) (88,567)Deferred tax liabilities (8,958) (891) (9,849)Provisions (1,522) (147) (1,669)Obligations under finance leases (4,501) (746) (5,247) (98,871) (6,461) (105,332) Total liabilities (155,194) (4,969) (160,163) Net assets 114,588 3,525 118,113 Capital and reservesShare capital 11,390 - 11,390Retained earnings 66,239 10,160 76,399Capital reserves 22,665 - 22,665Investment revaluation reserve 7,411 (6,058) 1,353Equity attributable to equity holders of the parent 107,705 4,102 111,807Minority interests 6,883 (577) 6,306 Total equity 114,588 3,525 118,113 INDEPENDENT AUDITORS' REPORT TO THE BOARD OF DIRECTORS OF OCEAN WILSONS HOLDINGSLIMITED ON THE PRELIMINARY IFRS FINANCIAL INFORMATION We have audited the accompanying non-statutory preliminary consolidated balancesheet of Ocean Wilsons Holdings Limited ("the Company") and its subsidiaries(together the "Group") prepared in accordance with International FinancialReporting Standards ("IFRS") as at 1 January 2004 (the "opening balance sheet")and the non-statutory preliminary comparative financial information for the yearended 31 December 2004 prepared under IFRS, which comprises the consolidatedincome statement, balance sheet, cash flow statement, statement of changes inequity and certain information set out in Section 5 (the "comparative IFRSfinancial information") (together "the preliminary IFRS financial information"). This report is made solely to the board of directors, in accordance with ourengagement letter dated 15 August 2005 and solely for the purpose of assistingwith the transition to IFRS. Our audit work was undertaken so that we mightstate to the Company's board of directors those matters we are required to stateto them in an auditors' report and for no other purpose. To the fullest extentpermitted by law, we will not accept or assume responsibility to anyone otherthan the Company for our audit work, for our report, or for the opinions we haveformed. Respective responsibilities of directors and auditors The Company's directors are responsible for ensuring that the Company and theGroup maintains proper accounting records and for the preparation of thepreliminary IFRS financial information on the basis set out in Section 3, whichdescribes how IFRS will be applied under IFRS 1, including the assumptions thedirectors have made about the standards and interpretations expected to beeffective, and the policies expected to be adopted, when the Company preparesits first complete set of IFRS financial statements as at 31 December 2005. Our responsibility is to audit the the preliminary IFRS financial information inaccordance with relevant Bermudian legal and regulatory requirements and UnitedKingdom auditing standards and report to you our opinion as to whether thepreliminary comparative IFRS financial information is prepared, in all materialrespects, on the basis set out in Section 3. Basis of audit opinion We conducted our audit in accordance with United Kingdom auditing standardsissued by the Auditing Practices Board. An audit includes examination, on a testbasis, of evidence relevant to the amounts and disclosures in the preliminaryIFRS financial information. It also includes an assessment of the significantestimates and judgements made by the directors in the preparation of the thepreliminary IFRS financial information and of whether the accounting policiesare appropriate to the circumstances of the group, consistently applied andadequately disclosed. We planned and performed our audit so as to obtain all the information andexplanations which we considered necessary in order to provide us withsufficient evidence to give reasonable assurance that the the preliminary IFRSfinancial information is free from material misstatement, whether caused byfraud or other irregularity or error. In forming our opinion, we also evaluatedthe overall adequacy of the presentation of information in the preliminary IFRSfinancial information. Without qualifying our opinion, we draw attention to Section 3 "Basis ofpreparation" which explains why there is a possibility that the preliminary IFRSfinancial information may require adjustment before constituting the final IFRSfinancial information. Moreover, we draw attention to the fact that, underIFRSs, only a complete set of financial statements comprising a balance sheet,income statement, statement of changes in equity, cash flow statement, togetherwith comparative financial information and explanatory notes, can provide a fairpresentation of the Group's financial position, results of operations and cashflows in accordance with IFRSs. Opinion In our opinion the preliminary IFRS financial information is prepared, in allmaterial respects, on the basis set out in Section 3 "Basis of preparation",which describes how IFRS will be applied under IFRS 1, including the assumptionsthe directors have made about the standards and interpretations expected to beeffective, and the policies expected to be adopted, when the Company preparesits first complete set of IFRS financial statements as at 31 December 2005. Deloitte & Touche LLP Chartered Accountants London 10 October 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ocean Wilsons