17th Jun 2005 06:00
17 June 2005 Keller Group plcRestatement of financial information for 2004 under International FinancialReporting Standards ('IFRS')Keller Group plc ('Keller' or 'the Group') is today presenting itsfinancial statements prepared in accordance with IFRS for the year ended 31December 2004 and the six months ended 30 June 2004.The impact of the transition on key performance measures is asfollows: 31 31 30 June 30 June December December 2004 2004 2004 2004 UK GAAP IFRS UK GAAP IFRS Operating profit (before goodwill ‚£33.7m* ‚£33.9m ‚£13.3m ‚£13.2mamortisation) Profit before tax (before goodwill ‚£29.5m* ‚£29.7m ‚£11.2m ‚£11.2mamortisation) Profit before tax (after goodwill ‚£26.6m ‚£29.7m ‚£9.8m ‚£11.2mamortisation) Basic earnings per share (after goodwill 20.5p 24.2p 7.0p 8.6pamortisation) Adjusted earnings per share (before 25.1p 24.2p 9.2p 8.6pgoodwill amortisation) Net assets ‚£101.4m ‚£91.0m ‚£97.0m ‚£85.2m* stated after ‚£0.1m of amortisation of other intangiblesThe decrease in the adjusted earnings per share is entirely due toa deferred tax charge arising under IFRS as a result of not amortisinggoodwill which is deductible for tax purposes. Were the Group not obtainingthis tax cash benefit, the 2004 adjusted earnings per share under IFRS wouldbe marginally higher than as reported under UK GAAP. This deferred tax chargeis an accounting adjustment only and will not change the cash tax paid by theGroup.The transition to IFRS will leave:- Cash flows unaffected- Dividend policy and ability to pay dividends unchanged- Banking arrangements unaffected- Keller's underlying financial and operating performance unaffectedThe changes in accounting policies which have the most significant effects onthe restated numbers for the year ended 31 December 2004 are:- The cessation of goodwill amortisation and the related deferred tax charge- The retranslation of goodwill at closing exchange rates- The recognition of pension scheme deficits and the related deferred taxassets on the balance sheet- The recognition of dividends only once declared or paidKeller will be publishing a half year trading update in advance of its AnnualGeneral Meeting on 23 June 2005, and intends to announce its 2005 interimresults, reported under IFRS, on 22 August 2005.Enquiries:Keller Group plc SmithfieldJames Hind, Group Finance Director Reg Hoare / Rupert Trefgarne020 8341 6424 020 7360 4900Restatement of financial information for 2004 under International FinancialReporting StandardsIntroductionFor all accounting periods up to and including the year ended 31December 2004 Keller has prepared its consolidated financial statements underUK Generally Accepted Accounting Principles (UK GAAP). For accounting periodsfrom 1 January 2005, the Group is required to prepare its consolidatedfinancial statements in accordance with International Financial ReportingStandards (IFRS) as adopted by the European Union.Keller's first results under this basis will be its interim resultsfor the six months ending 30 June 2005. The Group's first annual report underIFRS will be for the year ending 31 December 2005. As comparative figures areprovided, the effective date for transition to IFRS is 1 January 2004.This summary provides an analysis of the effects of the change fromUK GAAP to IFRS on Keller's financial statements, including:- Summary of the basis of preparation of the IFRS information- Summary of the impact of IFRS adoption on Keller- Significant changes in accounting policies- Accounting policies revised under IFRS (Appendix 1)- Restated primary statements for the 6 months ended 30 June 2004 and the yearended 31 December 2004 (Appendix 2)- Reconciliations of profit and equity for those periods (Appendix 3)The transition to IFRS will leave:- Cash flows unaffected- Dividend policy and ability to pay dividends unchanged- Banking arrangements unaffected- Keller's underlying financial and operating performance unaffectedSummary of the basis of preparation of the IFRS informationThis financial information has been prepared on the basis of theaccounting policies that are expected to be followed when the Group producesits first IFRS compliant financial statements for the year ended 31 December2005. These accounting policies are in accordance with IFRS published by 31December 2004 as endorsed by the EU, with the exception of IAS 19, andapplying to periods beginning on or after 1 January 2005. The Group hasadopted early the amendments to IAS 19 (Employee Benefits) published inDecember 2004. These amendments, if endorsed by the EU, will be effective foraccounting periods commencing on or after 1 January 2006, with earlieradoption encouraged by the IASB.A summary of the Group's revised accounting policies is detailed in Appendix 1.Transitional arrangementsThe rules for first time adoption of IFRS are set out in IFRS 1'First-time Adoption of International Financial Reporting Standards'. Ingeneral a company is required to define its IFRS accounting policies and applythese retrospectively to determine its opening balance sheet under IFRS. Thestandard allows a number of exceptions to this general principle to assistcompanies as they transition to reporting under IFRS. Where the Group hastaken advantage of these exemptions they are noted within the accountingpolicies section.No adjustments have been made for any changes in estimates made atthe time of approval of the UK GAAP financial statements on which thepreliminary IFRS financial statements are based, as required by IFRS 1.Subject to EU endorsement of IAS 19 (revised) and no furtherchanges from the IASB or changes in the interpretation of IFRS, thisinformation is expected to form the basis for comparatives when reportingfinancial results for 2005, and for subsequent reporting periods.Summary of the impact of IFRS adoption on KellerBased on the accounting policies detailed in Appendix 1, the impactof the transition on the key performance indicators is as follows: 31 31 30 June 30 June December December 2004 2004 2004 2004 UK GAAP IFRS UK GAAP IFRS Operating profit (before goodwill ‚£33.7m* ‚£33.9m ‚£13.3m ‚£13.2mamortisation) Profit before tax (before goodwill ‚£29.5m* ‚£29.7m ‚£11.2m ‚£11.2mamortisation) Profit before tax (after goodwill ‚£26.6m ‚£29.7m ‚£9.8m ‚£11.2mamortisation) Basic earnings per share (after goodwill 20.5p 24.2p 7.0p 8.6pamortisation) Adjusted earnings per share (before 25.1p 24.2p 9.2p 8.6pgoodwill amortisation) Net assets ‚£101.4m ‚£91.0m ‚£97.0m ‚£85.2m* stated after ‚£0.1m of amortisation of other intangiblesThe decrease in the adjusted earnings per share is entirely due toa deferred tax charge arising under IFRS as a result of not amortisinggoodwill which is deductible for tax purposes. This is an accountingadjustment only and will not change the cash tax paid by the Group.The detailed reconciliations of the movements for the incomestatements and balance sheets are given in Appendix 3.Key changes in accounting policy for Keller will be:- Goodwill frozen and subject to an annual impairment review (IFRS 3)- Goodwill retranslated each period end at closing exchange rates (IAS 21)- Pension scheme deficit included on balance sheet (IAS 19)- Recognition of deferred tax asset on pension scheme deficit andassets/liabilities disclosed gross (IAS 12)- Recognition of deferred tax liabilities on revalued fixed assets (IAS 12)- Recognition of fair value of financial instruments relating to interest rateand currency swaps (IAS 39)- Change in basis of recognition of the charge for share based payment (IFRS2)- Dividends not recognised until declared or paid (IAS 10)The transition to IFRS will also require some enhanced disclosurerequirements. These disclosures will be included in the financial statementsfor the year ending 31 December 2005.Significant changes in accounting policies and impact on thefinancial statements for the year ended 31 December 2004The following narrative covers the results for the year to 31December 2004 and the consolidated balance sheet as at that date, illustratingthe nature and magnitude of the changes as a result of restating to IFRS. Theappendices give full and detailed reconciliations for the six months to 30June 2004 and the year ended 31 December 2004.Business Combinations - IFRS 3IFRS 3 requires that goodwill be capitalised at cost and then besubject to an annual impairment review. Amortisation of goodwill isprohibited.Keller has chosen the option to apply IFRS 3 prospectively from thetransition date, rather than restate previous business combinations. Goodwillhas therefore been frozen at net book value on 1 January 2004, and goodwillwhich was amortised in 2004 under UK GAAP has been written back.The operating profit impact for 2004 is the elimination of thegoodwill amortisation charge of ‚£2.9m. There is an associated deferred taxcharge of ‚£0.7m as much of the goodwill continues to be written down for taxpurposes. As noted above, this deferred tax charge does not change the Group'scash tax payments.There is no goodwill impairment charge for 2004.The Effects of Changes in Foreign Exchange Rates - IAS 21Under UK GAAP, Keller chose to fix acquired overseas goodwill insterling at the rate of exchange ruling on the dates of the relevantacquisitions. IAS 21 requires goodwill to be denominated in local currenciesand retranslated into sterling at each reporting date at closing exchangerates. The impact of this change is to reduce the carrying value of goodwillon the Group's consolidated balance sheet as at 31 December 2004 by ‚£10.6m.Employee Benefits - IAS 19IAS 19 (as Keller has chosen to apply it - see below) is broadlysimilar to UK Financial Reporting Standard 17. However, it has a number offundamental differences from SSAP 24, the UK accounting standard on pensionswhich was applied in drawing up Keller's 2004 financial statements. The mostsignificant for Keller is that it requires surpluses or deficits on definedbenefit pension arrangements to be recognised on the balance sheet. Theaccounting for defined contribution schemes is unaffected by IAS 19.The standard permits a number of options for the recognition ofactuarial gains and losses. Keller has chosen to recognise any variations infull, via the statement of recognised income and expense, as would have beenrequired under FRS 17. The option to account for actuarial gains and losses inthis way is part of an amendment to IAS 19 which, as noted above, has yet tobe endorsed by the EU. The amendment is effective from 1 January 2006, withearlier adoption encouraged by the IASB. Assuming the EU endorses theproposals, Keller's policy will be to apply the revised standard voluntarilyfrom the date of transition.The impact on the Group balance sheet is to recognise a grosspensions deficit of ‚£9.5m and a related deferred tax asset of ‚£3.1m. Inaddition, a ‚£0.6m prepayment previously recognised under UK GAAP is released.The impact on the 2004 operating profit of applying IAS 19 is an increase of‚£0.1m. Actuarial losses in the year totalling ‚£1.8m net of tax are takendirectly to reserves.Income Taxes - IAS 12IAS 12 requires that full provision be made for temporarydifferences between the carrying amount and tax bases of assets andliabilities. In addition deferred tax assets and liabilities must be disclosedseparately on the balance sheet.The IFRS balance sheet as at 31 December 2004 includes anadditional ‚£3.1m deferred tax asset relating to the pension fund deficits. Italso includes additional liabilities of ‚£1.5m in respect of fixed assetsrevalued on acquisition where, as permitted under UK GAAP, no deferred tax hadpreviously been provided on the uplift, and ‚£0.7m relating to tax deductiblegoodwill amortisation not now being charged to the profit and loss account.Financial instruments: Recognition and Measurement - IAS 39IAS 39 addresses the accounting for financial instruments. TheGroup has retrospectively adopted the standard. As at 1 January 2004 there wasno material difference between the book value and fair value of the financialinstruments held by the Group. In October 2004, the Group issued US$100million of loan notes in a US Private Placement (USPP). The USPP was enteredinto to provide long term finance to the Group and to provide a partial hedgeagainst the Group's net investment in the dollar denominated assets. Toeliminate the US interest rate risk in relation to the loan fair values, allUSPP dollar fixed interest payments were swapped into floating on issue. Inaddition, $25m were swapped into euros to provide a partial hedge against theGroup's net investment in euro denominated net assets.The USPP loans are accounted for on an amortised cost basis,adjusted for the impact of hedge accounting, and retranslated at the spotexchange rate at each period end.IAS 39 has no impact on the net profit of the Group for the yearended 31 December 2004. The fair value of the USPP as at 31 December 2004results in a reduction in the loan liabilities of ‚£1.3m. The fair value of thehedges is included on the balance sheet as a liability of ‚£1.3m.Share-based Payment - IFRS 2In accordance with IFRS 2, Keller Group has recognised a charge foremployee share options granted after 7 November 2002. The fair value has beencalculated using a stochastic model with the resulting charge being spreadover the performance period and adjusted to reflect the actual and expectedlevel of vesting.The impact on the 2004 operating profit of applying IFRS 2 is acredit of ‚£0.1m.Events After the Balance Sheet Date - IAS 10Under IAS 10 only dividends declared before the balance sheet datecan be shown as a liability. Keller's final dividend is declared at the AnnualGeneral Meeting. Consequently, there is a requirement to remove the liabilityfor the final dividend for the year ended 31 December 2004. The impacttherefore is to increase the net assets as at 31 December 2004 by ‚£4.8m.ConclusionThe transition to IFRS has not had a significant effect on Keller'sconsolidated financial profit before tax. Adjusted earnings per share havedecreased by 4% to 24.2p entirely as a result of a non-cash deferred taxcharge.There is no impact on Keller Group's cash flows (including taxpayments) and ability to pay dividends. Keller's banking arrangements are alsounaffected, as is its underlying financial and operating performance.Appendix 1Appendix 1 provides a summary of Keller's new accounting policiesunder IFRS.Accounting PoliciesThe consolidated financial statements have been prepared inaccordance with International Financial Reporting Standards as endorsed by theEuropean Union, with the exception of IAS 19, and applying to periodsbeginning on or after 1 January 2005. A summary of the Group's accountingpolicies is set out below.Changes in accounting policyOn 1 January 2005 the Company adopted International FinancialReporting Standards (IFRS). These accounts have been prepared on a consistentbasis under applicable IFRS and the effects of this transition reported inaccordance with IFRS 1 (First-time Adoption of IFRSs).Basis of consolidationThe Group accounts consolidate the accounts of the parent companyand its subsidiary undertakings made up to 31 December each year. Wheresubsidiary undertakings are acquired or sold during the year, the accountsinclude the results for the part of the year for which they were subsidiaryundertakings using the acquisition method of accounting.RevenueRevenue represents the fair value of work done on contractsperformed during the year on behalf of customers or the value of goods andservices delivered to customers.These fair values are based upon estimates of the final expectedoutcome of contracts and the proportion of work which has been completed.Contract resultsIn the nature of the Group's business, the results for the yearinclude adjustments to the outcome of contracts, including jointly controlledoperations, completed in prior years arising from claims from customers orthird parties and claims on customers or third parties for variations to theoriginal contract.Prudent provision against claims from customers or third partiesare made in the year in which the Group becomes aware that a claim may arise.Income from claims on customers or third parties is not recognised until theoutcome is reasonably certain.Where it is reasonably foreseen that a loss will arise on acontract, full provision for this loss is made in the year in which the Groupbecomes aware that a loss may arise.Jointly controlled operationsFrom time to time the Group undertakes contracts jointly with otherparties. These fall under the category of jointly controlled operations asdefined by IAS 31. The Group accounts for its own share of sales, profits,assets, liabilities and cash flows measured according to the terms of theagreements covering the jointly controlled operations.DepreciationDepreciation is not provided on freehold land.Depreciation is provided to write off the cost less the estimatedresidual value of property, plant and equipment by reference to theirestimated useful lives using the straight line method. The rates ofdepreciation used are:Buildings - 2%Long life plant and equipment - 8.33%Short life plant and equipment - 12.5%Motor vehicles - 25%Computers - 33.33%The cost of leased properties is depreciated by equal instalmentsover the period of the lease or 50 years, whichever is the shorter.Capital work in progressCapital work in progress represents expenditure on property, plantand equipment in the course of construction. Transfers are made to otherproperty, plant and equipment categories when the assets are available foruse.InventoriesInventories are valued at the lower of cost and estimated netrealisable value with due allowance being made for obsolete or slow movingitems.LeasesAmounts payable under operating leases are charged to contract workin progress or net operating costs on a straight line basis over the leaseterm.Property, plant and equipment acquired under finance leases arecapitalised in the balance sheet at fair value and depreciated in accordancewith the Group's accounting policy. The capital element of the leasingcommitment is included as obligations under finance leases. The rentalspayable are apportioned between interest, which is charged to the incomestatement, and capital, which reduces the outstanding obligation.TaxationProvision is made for current tax on taxable profits for the year.Full provision is made for deferred tax on temporary differences inline with IAS 12 (Income Taxes).Retirement benefit costsThe Group operates a number of defined benefit pensionarrangements, and also makes payments into defined contribution schemes foremployees.The liability in respect of defined benefit schemes is the presentvalue of the defined benefit obligations at the balance sheet date, calculatedusing the projected unit credit method, less the fair value of the schemes'assets.In accordance with IFRS 1, the Group has recognised the pensionliability in full as at 1 January 2004.The Group has applied the requirements of IAS 19 (revised) for theyear ended 31 December 2004 recognising the current service cost and intereston scheme liabilities in the income statement, and actuarial gains and lossesin equity. This policy is subject to the endorsement of IAS 19 (revised) bythe EU.Payments to defined contribution schemes are accounted for on anaccruals basis.Share-based PaymentCharges for employee services received in exchange for share-basedpayment have been made for all options granted after 7 November 2002 inaccordance with IFRS 2.Options granted under the Group's employee share schemes are equitysettled. The fair value of such options has been calculated using a stochasticmodel, based upon publicly available market data, and is charged to the incomestatement over the performance period.Goodwill and intangible assetsGoodwill arising on consolidation, representing the differencebetween the fair value of the purchase consideration and the fair value of thenet assets of the subsidiary undertaking at the date of acquisition, iscapitalised as an intangible asset.In accordance with IFRS 3, goodwill has been frozen at its net bookvalue as at 1 January 2004 and will not be amortised. Instead, it will besubject to an annual impairment review, with any impairment losses beingrecognised immediately in the income statement. Goodwill arising prior to 1January 1998 was taken directly to reserves in the year in which it arose.Such goodwill has not been reinstated on the balance sheet.The fair value of net assets in excess of the fair value ofpurchase consideration it is credited to the income statement.Intangible assets, other than goodwill, which are purchased, suchas licences, patents and trademarks are capitalised and charged to the incomestatement over their useful economic lives.Foreign currenciesBalance sheet items in foreign currencies are translated intosterling at closing rates of exchange at the balance sheet date. Incomestatements and cash flows of overseas subsidiary undertakings are translatedinto sterling at average rates of exchange for the year.Exchange differences arising from the retranslation of opening netassets and income statements at closing rates of exchange are dealt with asmovements in equity. All other exchange differences are charged to the incomestatement.The Group has taken advantage of the option made available in IFRS1 to set cumulative translation differences taken to the translation reserveto zero at the date of transition to IFRS.Financial instrumentsThe Group uses currency swaps and interest rate swaps to managefinancial risk. Interest charges and financial liabilities are stated aftertaking account of these swaps.The Group has also entered into hedges to mitigate exposures toboth foreign currency and interest rates. Hedging instruments are held at fairvalue in the balance sheet.Hedges are accounted for in accordance with IAS 39 as follows:Fair value hedges: changes in fair value of the hedged item andhedging instrument are taken to the income statement.Cash flow hedges and net investment hedges: the effective portionof changes in the fair value of the hedging instrument is taken to equity,with the ineffective portion of changes in fair value being taken to theincome statement.DividendsDividends are recorded in the Group's financial statements in theperiod in which they are declared or paid.Appendix 2Consolidated Income Statement Six months to Year to 30 June 31 December 2004 2004 (restated) (restated) ‚£000 ‚£000 Revenue 294,124 595,856Operating costs (280,892) (561,961) ------------- -------------Operating profit 13,232 33,895Interest receivable 122 340Finance costs (2,156) (4,487) ------------- -------------Profit before tax 11,198 29,748Tax (4,718) (11,874) ------------- -------------Profit for the period 6,480 17,874 ======== ======== Attributable to:Equity holders of the parent 5,590 15,743Minority interests 890 2,131 ------------- ------------- 6,480 17,874 ======== ======== Basic earnings per share 8.6p 24.2pDiluted earnings per share 8.6p 24.1pConsolidated Statement of Recognised Income and Expense Six months to Year to 30 June 31 December 2004 2004 (restated) (restated) ‚£000 ‚£000 Exchange differences on translation of (3,173) (5,676)foreign operationsActuarial losses on defined benefit (1,833) (2,668)pensionsTax on items taken directly to or 554 856transferred from equity ------------ -------------Net expense recognised directly in equity (4,452) (7,488)Profit for the period 6,480 17,874 ------------ ------------Total recognised income and expense 2,028 10,386 ======= ======= Attributable to:Equity holders of the parent 1,138 8,255Minority interests 890 2,131 ------------ ------------ 2,028 10,386 ======= =======Consolidated Balance Sheet 30 June 31 December 2004 2004 (restated) (restated) ‚£000 ‚£000 ASSETS Non-current assetsIntangible assets 52,161 51,761Property, plant and equipment 79,298 80,937Deferred tax assets 2,862 3,146 ---------- ---------- 134,321 135,844 ---------- ----------Current assetsInventories 21,850 24,319Trade and other receivables 161,321 143,926Cash and cash equivalents 10,436 16,416 ---------- ---------- 193,607 184,661 ---------- ----------Total assets 327,928 320,505 ---------- ----------LIABILITIES Current liabilitiesLoans and borrowings (31,223) (9,787)Current tax liabilities (5,690) (5,538)Trade and other payables (129,984) (120,701) ------------ ------------ (166,897) (136,026) ------------ ------------Non-current liabilitiesLoans and borrowings (51,043) (65,286)Employee benefits (15,782) (17,211)Deferred tax liabilities (6,644) (8,138)Other liabilities (2,329) (2,875) ------------ ------------ (75,798) (93,510) ------------ ------------Total liabilities (242,695) (229,536) ------------ ------------Net assets 85,233 90,969 ======= =======EQUITY Issued share capital 6,535 6,536Share premium account 36,014 36,027Capital redemption reserve 7,629 7,629Translation reserve (3,191) (5,666)Retained earnings 33,486 40,832 ---------- ----------Equity attributable to equity holders of 80,473 85,358the parentMinority interests 4,760 5,611 ---------- ----------Total equity 85,233 90,969 ====== ======Consolidated Cash Flow Statement Six months to Year to 31 December 30 June 2004 2004 (restated) (restated) ‚£000 ‚£000 Cash flows from operating activitiesCash generated from operations 6,325 33,577Interest paid (2,264) (4,368)Income taxes paid (1,358) (7,339) ---------- ---------Net cash from operating activities 2,703 21,870 ---------- --------- Cash flows from investing activitiesProceeds from sale of property, plant & 333 2,063equipmentInterest received 122 339Acquisition of subsidiary, net of cash (2,835) (3,422)acquiredAcquisition of property, plant & (5,847) (13,887)equipmentAcquisition of intangible fixed assets - (15) ---------- ------------Net cash from investing activities (8,227) (14,922) ---------- ------------ Cash flows from financing activitiesProceeds from the issue of share capital 15 15New borrowings 16,815 55,982Repayment of borrowings (7,970) (52,498)Payment of finance lease liabilities (84) (373)Dividends paid (6,225) (9,345) ---------- -----------Net cash from financing activities 2,551 (6,219) ---------- ----------- Net (decrease)/increase in cash and cash (2,973) 729equivalentsCash and cash equivalents at beginning of 10,812 10,812periodEffect of exchange rate fluctuations (807) (432) ---------- -----------Cash and cash equivalents at end of 7,032 11,109period ====== ======Appendix 3Reconciliation of Profit12 months to 31 December 2004 Previously IAS19 IFRS3 IFRS2 IAS12 Effect of Restated reported transition under IFRS under UK Employee Business Share based Taxation to IFRS GAAP benefits combinations payment ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 Revenue 595,856 595,856Operating costs (565,071) 136 2,877 97 3,110 (561,961) ------------ ------------ ------------ ------------ ------------ ---------- ------------Operating profit 30,785 136 2,877 97 3,110 33,895Interest 340 340receivableFinance costs (4,487) (4,487) ------------ ------------ ------------ ------------ ------------ ------------ ------------Profit before 26,638 136 2,877 97 3,110 29,748taxTax (11,130) (34) (709) (29) 28 (744) (11,874) ------------ ------------ ------------ ------------ ------------ ------------ ------------Profit for the 15,508 102 2,168 68 28 2,366 17,874period ======= ======= ======= ======= ======= ======= ======= Attributable to:Equity holdersof the parent 13,377 102 2,168 68 28 2,366 15,743Minority 2,131 2,131interests ------------ ------------ ------------ ------------ ------------ ------------ ------------ 15,508 102 2,168 68 28 2,366 17,874 ======= ======= ======= ======= ======= ======= ======= Basic earnings 20.5p 24.2pper shareDiluted earningsper share 20.5p 24.1pReconciliation of Profit6 months to 30 June 2004 Previously IAS19 IFRS3 IFRS2 Share IAS12 Effect of Restated reported Business based transition under IFRS under UK Employee combinations payment Taxation to IFRS GAAP benefits ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 Revenue 294,124 294,124Operating costs (282,299) 54 1,411 (58) 1,407 (280,892) ------------ ------------ ------------ ------------ ------------ ------------ ------------Operating profit 11,825 54 1,411 (58) 1,407 13,232Interest 122 122receivableFinance costs (2,156) (2,156) ------------ ------------ ------------ ------------ ------------ ------------ ------------Profit before 9,791 54 1,411 (58) 1,407 11,198taxTax (4,378) (17) (356) 17 16 (340) (4,718) ------------ ------------ ------------ ------------ ------------ ------------ ------------Profit for the 5,413 37 1,055 (41) 16 1,067 6,480period ======= ======= ======= ======= ======= ======= ======= Attributable to:Equity holdersof the parent 4,523 37 1,055 (41) 16 1,067 5,590Minority 890 890interests ------------ ------------ ------------ ------------ ------------ ------------ ------------ 5,413 37 1,055 (41) 16 1,067 6,480 ======= ======= ======= ======= ======= ======= ======= Basic earnings 7.0p 8.6pper share Diluted earningsper share 6.9p 8.6pReconciliation of EquityAs at 31 December 2004 Previously IAS19 IAS39 IFRS3 IAS21 IAS10 IAS12 Effect of Restated reported Foreign transition under IFRS under UK Employee Financial Business exchange Dividend Taxation to IFRS GAAP benefits instruments combinations adjustment ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ASSETS Non-currentassetsGoodwill 57,679 3,012 (10,642) 1,501 (6,129) 51,550Other intangible 211 211assets --------- --------- --------- --------- --------- --------- --------- --------- ---------Intangible 57,890 3,012 (10,642) 1,501 (6,129) 51,761assetsProperty, plantand equipment 80,937 80,937Deferred tax 3,146 3,146 3,146assets --------- --------- --------- --------- --------- --------- --------- --------- --------- 138,827 3,146 3,012 (10,642) 1,501 (2,983) 135,844 --------- --------- --------- --------- --------- --------- --------- --------- ---------Current assetsInventories 24,319 24,319Trade and otherreceivables 144,518 (592) (592) 143,926Cash and cashequivalents 16,416 16,416 --------- --------- --------- --------- --------- --------- --------- --------- --------- 185,253 (592) (592) 184,661 --------- --------- --------- --------- --------- --------- --------- --------- --------- Total assets 324,080 2,554 3,012 (10,642) 1,501 (3,575) 320,505 --------- --------- --------- --------- --------- --------- --------- --------- --------- LIABILITIES CurrentliabilitiesLoans and (9,787) (9,787)borrowingsCurrent tax (5,538) (5,538)liabilitiesTrade and other (125,523) 51 4,771 4,822 (120,701)payables ----------- --------- --------- --------- --------- --------- --------- --------- ----------- (140,848) 51 4,771 4,822 (136,026) ----------- --------- --------- --------- --------- --------- --------- --------- ----------- Non-currentliabilitiesLoans and (66,588) 1,302 1,302 (65,286)borrowingsEmployee (7,687) (9,524) (9,524) (17,211)benefitsDeferred tax (5,957) (709) (1,472) (2,181) (8,138)liabilitiesOther (1,573) (1,302) (1,302) (2,875)liabilities ---------- --------- --------- --------- --------- --------- --------- --------- --------- (81,805) (9,524) (709) (1,472) (11,705) (93,510) ------------ --------- --------- --------- --------- --------- --------- --------- ---------Total (222,653) (9,473) (709) 4,771 (1,472) (6,883) (229,536)liabilities ------------ --------- --------- --------- --------- --------- --------- --------- --------- NET ASSETS 101,427 (6,919) 2,303 (10,642) 4,771 29 (10,458) 90,969 ====== ====== ====== ====== ====== ====== ====== ====== ====== EQUITY Issued share 6,536 6,536capitalShare premium 36,027 36,027account Capitalredemption 7,629 7,629reserve Translation (16) (5,651) 1 (5,666) (5,666)reserveRetained 45,624 (6,903) 2,303 (4,991) 4,771 28 (4,792) 40,832earnings --------- --------- --------- --------- --------- --------- --------- --------- ---------Equityattributable toequity holders 95,816 (6,919) 2,303 4,771 29 (10,458) 85,358of the parent (10,642)Minority 5,611 5,611interests --------- --------- --------- --------- --------- --------- --------- --------- ---------Total equity 101,427 (6,919) 2,303 (10,642) 4,771 29 (10,458) 90,969 ====== ====== ====== ====== ====== ====== ====== ====== ======Reconciliation of EquityAs at 30 June 2004 Previously IAS19 IFRS3 IAS21 IAS10 IAS12 Effect of Restated reported Foreign transition under IFRS under UK Employee Business exchange Dividend Taxation to IFRS GAAP benefits combinations adjustment ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ASSETS Non-currentassetsGoodwill 57,868 1,546 (8,913) 1,427 (5,940) 51,928Other intangible 233 233assets --------- --------- --------- ------- --------- --------- --------- ---------Intangible 58,101 1,546 (8,913) 1,427 (5,940) 52,161assetsProperty, plantand equipment 79,298 79,298Deferred tax 2,862 2,862 2,862assets --------- --------- --------- ------- --------- --------- --------- --------- 137,399 2,862 1,546 (8,913) 1,427 (3,078) 134,321 --------- --------- --------- ------- --------- --------- --------- ---------Current assetsInventories 21,850 21,850Trade and otherreceivables 161,940 (619) (619) 161,321Cash and cashequivalents 10,436 10,436 ----------- --------- --------- ------- --------- --------- --------- ----------- 194,226 (619) (619) 193,607 ----------- --------- --------- ------- --------- --------- --------- -----------Total assets 331,625 2,243 1,546 (8,913) 1,427 (3,697) 327,928 ----------- --------- --------- ------- --------- --------- --------- ----------- LIABILITIES CurrentliabilitiesLoans and (31,223) (31,223)borrowingsCurrent tax (5,690) (5,690)liabilitiesTrade and other (132,348) 11 2,353 2,364 (129,984)payables ------------ --------- --------- ------- --------- --------- --------- ------------ (169,261) 11 2,353 2,364 (166,897) ------------ --------- --------- ------- --------- --------- --------- ------------Non-currentliabilitiesLoans and (51,043) (51,043)borrowingsEmployee (7,150) (8,632) (8,632) (15,782)benefitsDeferred tax (4,877) (356) (1,411) (1,767) (6,644)liabilitiesOther (2,329) (2,329)liabilities ------------ --------- --------- ------- --------- --------- --------- --------- (65,399) (8,632) (356) (1,411) (10,399) (75,798) ------------ --------- --------- ------- --------- --------- --------- --------- Total (234,660) (8,621) (356) 2,353 (1,411) (8,035) (242,695)liabilities ------------ --------- --------- ------- --------- --------- --------- ------------ Net assets 96,965 (6,378) 1,190 (8,913) 2,353 16 (11,732) 85,233 ====== ====== ====== ====== ====== ====== ====== ====== EQUITY Issued share 6,535 6,535capitalShare premium 36,014 36,014accountCapitalredemption 7,629 7,629reserve Translation 28 (3,219) (3,191) (3,191)reserveRetained 42,027 (6,406) 1,190 (5,694) 2,353 16 (8,541) 33,486earnings --------- --------- ------- ------- -------- ----------- ----------- ----------Equity attributable toequity holders 92,205 (6,378) 1,190 (8,913 2,353 16 (11,732) 80,473of the parentMinority 4,760 4,760interests Total equity 96,965 (6,378) 1,190 (8,913) 2,353 16 (11,732) 85,233 ====== ====== ====== ====== ====== ====== ====== ======Reconciliation of EquityAs at 1 January 2004 Previously IAS19 IFRS 3 IAS21 IAS10 IAS 12 Effect of Restated reported Employee Business Foreign Dividend Taxation transition under IFRS under UK benefits combinations exchange adjustment to IFRS GAAP ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ‚£000 ASSETS Non-currentassetsGoodwill 56,759 135 (7,685) 1,495 (6,055) 50,704Other 287 287intangibleassets --------- --------- --------- --------- ---------- -------- --------- ---------Intangible 57,046 135 (7,685) 1,495 (6,055) 50,991assetsProperty, plantand equipment 82,169 82,169Deferred tax 2,324 2,324 2,324assets ---------- -------- -------- ---------- ---------- -------- ---------- ----------- 139,215 2,324 135 (7,685) 1,495 (3,731) 135,484 ---------- -------- -------- ---------- ---------- -------- ---------- -----------Current assetsInventories 16,885 16,885Trade and otherreceivables 137,855 (646) (646) 137,209Cash and cashequivalents 21,511 21,511 ---------- --------- --------- ---------- ---------- ---------- ---------- ----------- 176,251 (646) (646) 175,605 ---------- --------- --------- ---------- ---------- ---------- ---------- ----------- Total assets 315,466 1,678 135 (7,685) 1,495 (4,377) 311,089 ---------- --------- --------- ---------- ---------- ---------- ---------- ----------- LIABILITIES CurrentliabilitiesLoans and (26,679) (26,679)borrowingsCurrent tax (2,509) (2,509)liabilitiesTrade and other (117,859) 4,522 4,522 (113,337)payables ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ (147,047) 4,522 4,522 (142,525) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------Non-currentliabilitiesLoans and (55,496) (55,496)borrowingsEmployee (7,486) (6,860) (6,860) (14,346)benefitsDeferred tax (4,872) (1,495) (1,495) (6,367)liabilitiesOther (2,942) (2,942)liabilities ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ (70,796) (6,860) (1,495) (8,355) (79,151) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total (217,843) (6,860) 4,522 (1,495) (3,833) (221,676)liabilities ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------Net Assets 97,623 (5,182) 135 (7,685) 4,522 (8,210) 89,413 ======= ======= ======= ======= ======= ======= ======= =======EQUITY Issued share 6,507 6,507capitalShare capital 680 680to be issuedShare premium 35,374 35,374accountCapitalredemptionreserve 7,629 7,629Retained 41,849 (5,182) 135 (7,685) 4,522 (8,210) 33,639earnings ---------- ---------- ------- --------- --------- ---------- ---------- ---------Equityattributable toequity holders 92,039 (5,182) 135 (7,685) 4,522 (8,210) 83,829of the parentMinority 5,584 5,584interests ---------- ---------- ------- ---------- --------- ---------- ---------- ---------Total equity 97,623 (5,182) 135 (7,685) 4,522 (8,210) 89,413 ====== ====== ==== ====== ===== ====== ====== =====ENDKELLER GROUP PLCRelated Shares:
Keller