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FAN Volution Group Plc

503.00
0.00 (0.00%)
16 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Volution Group Plc LSE:FAN London Ordinary Share GB00BN3ZZ526 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 503.00 501.00 502.00 505.00 498.50 501.00 712,453 16:35:07
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Equip Rental & Leasing, Nec 328.01M 37.37M 0.1889 26.52 994.9M

IFRS Re-statement

28/01/2008 7:01am

UK Regulatory


RNS Number:6132M
First Artist Corporation PLC
28 January 2008



Date:              28 January 2008
On behalf of:      First Artist Corporation plc ("First Artist" or "the Group")
Embargoed for:     0700hrs


FIRST ARTIST CORPORATION PLC

RESTATEMENT OF FINANCIAL INFORMATION UNDER INTERNATIONAL FINANCIAL REPORTING
STANDARDS

First Artist Corporation plc (AIM: FAN), the media, entertainment, and events
group, is preparing for the adoption of International Financial Reporting
Standards as adopted in the EU ("IFRS") for the year ending 31 August 2008. As
part of this transition, the Group today presents its results and accounting
policies prepared under IFRS for the year ended 31 August 2007 and the half year
ended 28 February 2007, together with explanations and reconciliations of the
changes. This announcement is intended to assist readers of the Group's
financial statements to understand the impact of IFRS in advance of the
publication of the Group's Interim Report for the period ended 28 February 2008
in April 2008.

The primary changes to the Group's previously reported financial information at
31 August 2007 and 28 February 2007 resulting from the adoption of IFRS are as a
result of the following:

*    Reclassification of certain purchased goodwill as other intangible assets
     and the related amortisation adjustments;

*    The reclassification of deferred consideration between current liabilities
     and non-current liabilities;

*    The reclassification of reserves from accumulated profit and loss reserves
     to foreign exchange reserves; and

*    Related deferred taxation adjustments.


The adoption of IFRS represents an accounting change only and does not affect
the cash flows of the Group or its operations.

For the year ended 31 August 2007, the impact of adoption of IFRS is to increase
the profit after taxation from £0.85m to £1.12m, principally being £0.16m credit
related to amortisation adjustments and £0.11m related to a deferred taxation
movement. As at 31 August 2007, net assets after the adoption of IFRS decreased
to £6.39m from £7.27m, the principal difference relating to the amortisation
adjustments of £0.16m and recognition of deferred tax liabilities of £1.04m.

Please find a summary of changes from the adoption of IFRS below:

*    A 6% rise in operating profit to £2.87m;

*    A 32% rise in retained profit for the period to £1.12m; and

*    A 32% rise in basic earnings per share from 6.81p to 9.00p.


Full reconciliations between UK GAAP and IFRS of the balance sheets at the date
of transition being 1 September 2006, 28 February 2007 and 31 August 2007 and
the income statements for the half year ended 28 February 2007 and the year
ended 31 August 2007 are set out in the attached announcement.

The Group is monitoring future developments in IFRS on an ongoing basis. Such
developments may result in the inclusion of additional adjustments in the year
end financial statements.

The interim results for the half year ended 28 February 2008 will be announced
in April 2008.

 - ends -



Enquiries:


Jon Smith, Chief Executive
Richard Hughes, Group Managing Director                     www.firstartist.com
First Artist Corporation plc                                 Tel: 020 7993 0000

Emma Kane / Samantha Robbins / Sanna Lehtinen                  sr@redleafpr.com
Redleaf Communications                                       Tel: 020 7822 0200

David Floyd
Dawnay Day, NOMAD                                            Tel: 020 7509 4570

Katie Shelton
Daniel Stewart, Broker                                       Tel: 020 7776 6550



Notes to Editors:



*  First Artist Corporation plc floated on AIM in 2002

*  First Artist's group companies are among the leading brands
   in their fields under the following categories:

   o  Media - advertising, marketing and signage for West End, Broadway and
   Las Vegas shows via the Dewynters and Newman Displays brands, and strategic
   sponsorship consulting via Sponsorship Consulting and First Rights

   o  Entertainment - representation of media personalities and football 
      players/clubs across UK, Europe and the US via its First Artist Sport and 
      First Artist Entertainment companies together with wealth management 
      under its Optimal Wealth Management arm

   o  Events - offers a broad range of events such as conferences, company
      activity days, venue finding, delegate  management and client events for 
      private and public sector clients such as the Training & Development 
      Agency, under its Finishing Touch business

*  First Artist is acting as a consolidator in the fragmented media, 
   entertainment and events sectors focusing on high quality brands with the
   potential to cross sell to other Group companies

*  First Artist has strong visibility of earnings across a diverse and 
   non-cyclical range of activities in both live and digital formats

*  The Group benefits from a strong, experienced management team with 
   extensive expertise across all the sectors in which it operates


1.             INTRODUCTION

Companies listed on the AIM market are required to adopt IFRS for financial
periods commencing on or after 1 January 2007.

The Group's first annual report under IFRS will be for the year ending 31 August
2008 and these financial statements will include restated figures under IFRS for
the year ended 31 August 2007. The Group's date of transition to IFRS is 1
September 2006, being the start of the previous period that will be presented as
comparative information. The first IFRS results to be announced will be for the
half-year ended 28 February 2008.

This document sets out the changes in accounting policies arising from the
adoption of IFRS and presents restated information for the opening balance sheet
at 1 September 2006, the half year ended 28 February 2007 and the year ended 31
August 2007, which were previously published under UK GAAP.

Conversion to IFRS affects the Group's reporting particularly in the areas of
accounting for goodwill, other intangible assets, deferred consideration,
foreign exchange reserves and deferred taxation. This said, the adoption of IFRS
represents an accounting change only and does not change the cash flows of the
group or its operations. There is also no impact on the Group's reportable
segments from those reported under UK GAAP.


2.             BASIS OF PREPARATION

The financial information in this document, which is unaudited, has been
prepared in accordance with the accounting policies set out in Section 5 below.

The accounting policies are based on current IFRS and International Financial
Reporting Interpretation Committee ("IFRIC") interpretations. These standards
are subject to ongoing review and endorsement by the EU and further IFRIC
interpretations and may therefore be subject to change. The Group's first IFRS
financial statements may consequently be prepared on the basis of accounting
policies or presentations that are different to those set out in this document.

In implementing the transition to IFRS, the Group has followed the requirements
of IFRS 1, the general principle being to establish accounting policies under
IFRS and then to apply these retrospectively at the transition date to determine
the opening balance sheet. Significant accounting policy changes, together with
the relevant transitional provisions, are set out in Section 4 below.

In accordance with IFRS 1 'First Time Adoption of International Financial
Reporting Standards' there are a number of first time adoption exemptions
available, some of which are mandatory and some optional. The Group has applied
the following optional exemptions:


*  Business combinations - the Group has not restated any business combinations 
   that occurred before 1 September 2006 under IFRS 3. As a result the carrying
   value of goodwill is frozen at 1 September 2006; and

*  Share based payment transactions - the Group will only apply the provisions 
   of IFRS 2, Share Based Payments, to all options issued after 7 November 2002 
   which had not vested at 1 September 2006.


The following mandatory exceptions to full retrospective application of IFRS
were applicable to the Group:

*  Estimates - estimates under IFRS at 1 September 2006 are consistent with 
   estimates made at the same date under UK GAAP.


The UK GAAP financial information contained in this document does not constitute
full financial statements within the meaning of Section 240 of the Companies Act
1985. Full financial statements for the year ended 31 August 2007, which were
prepared under UK GAAP, have been delivered to the Registrar of Companies. The
auditor's report on those financial statements was unqualified, did not include
references to any matters to which the auditor drew attention by way of emphasis
without qualifying their report, and did not contain a statement under section
237(2)-(3) of the Companies Act 1985.


3.             OVERVIEW OF THE IMPACT OF IFRS ADOPTION

The adoption of IFRS represents an accounting change only and does not affect
the cash flows of the Group or its operations. The analysis below sets out the
most significant adjustments made at arriving at the income statements and
balance sheets in accordance with IFRS, the impact of which can be seen in the
reconciliations in Sections 6 to 10.

Based on the accounting policies detailed in Section 5, the effect of the
transition on key reported results is as follows:

                                Half year to                     Year to
                              28 February 2007                 31 August 2007
                                UK GAAP IFRS                    UK GAAP IFRS
                           £'000             £'000          £'000          £'000

Operating profit             375               242          2,711          2,872
Profit for the period                         76 8            852          1,125
Basic earnings per share    0.64              0.07           6.81           9.00
Net assets                 6,383             5,143          7,267          6,390


The key impacts on reported results are:

*    Reclassification of certain purchased goodwill as other intangible assets
     and the related amortisation adjustments;

*    The reclassification of deferred consideration between current liabilities
     and non-current liabilities;

*    The reclassification of reserves from accumulated profit and loss reserves
     to foreign exchange reserves; and

*    Related deferred taxation adjustments.


Each of these is discussed in further detail in the following section, and full
reconciliations of the UK GAAP to IFRS figures are shown in Sections 6 to 10.



4.         EXPLANATION OF SIGNIFICANT ADJUSTMENTS


Goodwill amortisation
(IFRS 3 - Business combinations)


In accordance with IFRS 3 goodwill is no longer amortised but is subject to
annual impairment reviews. An adjustment has been made to remove the goodwill
amortisation charged under UK GAAP.


Intangible assets
(IFRS 3 - Business combinations)

In accordance with IFRS 3 customer relationships and customer contracts are
recognised on any businesses purchased since the date of transition. The value
of these relationships is included at fair value and amortised over the
estimated useful economic life. Provision is made for impairment.

Brand intangibles have been recognised at fair value and are deemed to have an
indefinite life and are not amortised. These are subject to an annual impairment
review.


Deferred consideration

(IAS 1 - Presentation of Financial Statements)


Under IAS 1 provisions are required to be split between current liabilities and
non-current liabilities, and as a result the provision for deferred
consideration has been allocated between these two classifications.


Cumulative translation differences

(IAS 21 - The effects of changes in foreign exchange rates)


Under IFRS, exchange rate differences arising on consolidation from the
translation of overseas subsidiary companies are required to be recognised in a
separate equity reserve.


Deferred taxation (IAS 12)

IAS 12 takes a balance sheet approach to deferred tax whereby deferred tax is
recognised in the balance sheet by applying the appropriate rate of tax to the
temporary differences arising between the carrying value of assets and
liabilities and their tax base. This contrasts to UK GAAP (FRS 19) that
considers timing differences arising in the profit and loss account.
Accordingly, an adjustment has been made to recognise a deferred tax asset/
liability, principally in relation to share options and recognition of Other
intangibles, with a corresponding adjustment to retained earnings.

Adjustments made to the financial statements on the transition to IFRS result in
related adjustments, which are detailed in the full balance sheet and income
statement reconciliations between UK GAAP and IFRS as shown in Sections 6 to 10.


5.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The IFRS restatement information (the financial information) has been prepared
in accordance with the recognition and measurement requirements of the
International Financial Reporting Standards ('IFRS') as adopted by the European
Union.

A summary of the more significant accounting policies adopted and consistently
applied, in the preparation of the group financial information is shown below:


Basis of preparation

The consolidated information has been prepared on a basis consistent with
International Financial Reporting Standards as adopted by the European Union.
IFRIC interpretations and the Companies Act 1985 applicable to companies
reporting under IFRS. The consolidated financial information has been prepared
under the historical cost convention.


Basis of consolidation

Consolidated financial information includes the financial information of First
Artist Corporation plc and all its subsidiary undertakings and are made up to
the year ended 31 August. The results of subsidiary undertakings acquired or
disposed of during the period are accounted for in the income statement from or
up to the date that control passes. Inter-company sales and profits are
eliminated on consolidation.

Subsidiaries are entities that are directly or indirectly controlled by the
group. Control exists where the group has the power to govern the financial and
operating policies of the entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that are currently exercisable or
convertible are taken into account.

The purchase method of accounting is used to account for the acquisition of
subsidiaries by the group. The cost of an acquisition is measured as the fair
value of the assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange, plus costs directly attributable to the
acquisition. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured initially at their
fair values at the acquisition date, irrespective of the extent of any minority
interest. The excess of the cost of acquisition over the fair value of the
group's share of the identifiable net assets acquired is recorded as goodwill.
If the cost of acquisition is less than the fair value of the net assets of the
subsidiary acquired, the difference is recognised directly in the income
statement.


Revenue

Revenue and profit for football representation services is recognised on
provision of the service and in accordance with the terms and conditions of the
contract.

Revenue for sponsorship, rights and entertainment services represents the
commission earned when the service is provided.


Revenue and profit for events is recognised when the event takes place.

Revenue for wealth management represents commission income which is recognised
when an insurance or pension proposal is accepted and placed 'on risk' by an
insurance company.


Revenue for media represents the value of services provided and goods sold.

Revenue is net of VAT and other sales related taxes.


Invoices raised by the Group but not yet recognised as revenue, in line with the
profit recognition policy above, are credited to accruals and deferred income.
Similarly invoices received by the Group but not yet recognised as costs, in
line with the profit recognition policy above, are debited to prepayments and
accrued income.


Intangible assets - Goodwill

Goodwill arising on the acquisition of subsidiary undertakings and businesses,
representing any excess of the fair value of the consideration given over the
fair value of the identifiable assets and liabilities acquired, is recognised as
an asset. Goodwill is reviewed for impairment at least annually and any
impairment will be recognised in the income statement and is not subsequently
reversed. As such it is stated at cost less provision for impairment in value.


Other intangible assets

Customer relationships and customer contracts acquired through business
combinations are included at fair value and amortised over their estimated
useful economic life. Provision is made for impairment.


Brands

Brand intangibles have been recognised at fair value and are deemed to have an
indefinite life and are not amortised. These are subject to an annual impairment
review.


Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated
depreciation.

Depreciation is provided on all property, plant and equipment other than
freehold land at rates calculated to write each asset down to its estimated
residual value over its expected useful life, as follows:-


Freehold buildings                                 2% straight line
Short leasehold improvements                       over period of the lease
Plant and machinery                                25% straight line
Fixtures and fittings                              20% straight line
Motor vehicles                                     25% straight line


The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each balance sheet date.

An asset's carrying amount is written down immediately to its recoverable amount
if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other (losses)/gains - net' in the
income statement.


Inventories

Inventories are valued at the lower of cost and net realisable value, with cost
determined on a first in first out basis.  Provision is made where necessary for
obsolete, slow-moving and damaged stocks.


Contingent deferred consideration

Where the deferred consideration is dependent upon future trading performance,
an estimate of the present value of the likely consideration payable is made.
This contingent deferred consideration is re-assessed annually and a
corresponding adjustment is made to the goodwill arising on acquisition. The
difference between the present value and the total amount payable at a future
date gives rise to a finance charge which is charged to the income statement and
credited to the liability over the period in which the consideration is
deferred. The discount used approximates to the group's weighted average cost of
capital.


Accounting estimation techniques

Estimation techniques have been used where necessary if the exact monetary value
of an asset or liability has not been readily available. The principal area
where estimation techniques were applied was:


  * Valuation of intangible assets
  * Valuation of deferred consideration payable


Although these estimates are based on management's best knowledge of the amount,
actual results may ultimately differ from these estimates.


Leased assets

Assets held under finance leases and other similar contracts, which confer
rights and obligations similar to those attached to owned assets, are
capitalised in the balance sheet and are depreciated over the shorter of the
lease terms and their useful lives. The capital elements of future lease
obligations are recorded as liabilities, while the interest elements are charged
to the income statement over the period of the leases to produce a constant rate
of charge on the balance of capital repayments outstanding.

Rentals under operating leases are charged on a straight-line basis over the
lease term, even if the payments are not made on such a basis. Benefits received
and receivable as an incentive to sign an operating lease are similarly spread
on a straight-line basis over the lease term.


Deferred taxation

Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However,
the deferred income tax is not accounted for, if it arises from initial
recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the temporary differences
can be utilised.

Deferred income tax is provided on temporary differences arising on investments
in subsidiaries and associates, except where the timing of the reversal of the
temporary difference is controlled by the group and it is probable that the
temporary difference will not reverse in the foreseeable future.


Pension obligations

For defined contribution plans, the group pays contributions to publicly or
privately administered pension insurance plans on a mandatory, contractual or
voluntary basis. The group has no further payment obligations once the
contributions have been paid. The contributions are recognised as employee
benefit expense when they are due. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in the future payments is
available.


Foreign currency translation

a) Functional and presentation currency

Items included in the financial statements of each of the group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency'). The consolidated financial
statements are presented in 'sterling' ('£'), which is the company's functional
and presentation currency.


b) Transactions and balances

Foreign currency transactions are translated into the functional currency using
the exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement, except
when deferred in equity as qualifying cash flow hedges and qualifying net
investment hedges.


c) Group companies

The results and financial position of all the group entities (none of which has
the currency of a hyper-inflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:


*  assets and liabilities for each balance sheet presented are translated
   at the closing rate at the date of that balance sheet;

*  income and expenses for each income statement are translated at average 
   exchange rates (unless this average is not a reasonable approximation of the 
   cumulative effect of the rates prevailing on the transaction dates, in which
   case income and expenses are translated at the rate on the dates of the
   transactions); and

*  all resulting exchange differences are recognised as a separate component 
   of equity.


On consolidation, exchange differences arising from the translation of the net
investment in foreign operations, and of borrowings and other currency
instruments designated as hedges of such investments, are taken to shareholders'
equity. When a foreign operation is partially disposed of or sold, exchange
differences that were recorded in equity are recognised in the income statement
as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate.



Share based payment

The group operates a number of equity-settled, share-based compensation plans.
The fair value of the employee services received in exchange for the grant of
the options is recognised as an expense. The total amount to be expensed over
the vesting period is determined by reference to the fair value of the options
granted, excluding the impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting conditions are
included in assumptions about the number of options that are expected to vest.
At each balance sheet date, the entity revises its estimates of the number of
options that are expected to vest. It recognises the impact of the revision to
original estimates, if any, in the income statement, with a corresponding
adjustment to equity.

The proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium when the options are
exercised.


Deferred financing costs

Bank arrangement fees and associated legal costs are amortised over the term of
the debt facility.


6  RECONCILIATION OF NET ASSETS AT 1 SEPTEMBER 2006

                                             UK GAAP      Deferred Deferred  Cumulative      Total Restated
                                                     Consideration Taxation Translation  Effect of    Under
                                                                            Differences Transition     IFRS
                                                                                           to IFRS
                                                £000          £000     £000        £000       £000     £000             
     
   Non-current assets
   Goodwill                                    9,517             -        -           -          -    9,517
   Property, plant and equipment                 835             -        -           -          -      835
   Investments in associates                     118             -        -           -          -      118
   Deferred tax assets                             -             -        6           -          6        6

                                              10,470             -        6           -          6   10,476
   Current assets
   Inventories                                     -             -        -           -          -        -
   Trade and other receivables                 6,895             -        -           -          -    6,895
   Cash and cash equivalents                   1,108             -        -           -          -    1,108

                                               8,003             -        -           -          -    8,003
   Current liabilities
   Trade and other payables                  (4,569)             -        -           -          -  (4,569)
   Tax liabilities                             (670)             -        -           -          -    (670)
   Obligations under finance leases             (16)             -        -           -          -     (16)
   Bank loans and overdrafts                 (2,454)             -        -           -          -  (2,454)
   Provisions                                      -       (1,903)        -           -    (1,903)  (1,903)

                                             (7,709)       (1,903)        -           -    (1,903)  (9,612)

   Net current assets                            294       (1,903)        -           -    (1,903)  (1,609)

   Non-current liabilities
   Bank loans                                (2,220)             -        -           -          -  (2,220)
   Obligations under finance leases             (32)             -        -           -          -     (32)
   Provisions                                      -       (1,520)        -           -    (1,520)  (1,520)

                                             (2,252)       (1,520)        -           -    (1,520)  (3,772)

   Provisions for liabilities                (3,423)         3,423        -           -      3,423        -

   Net assets                                  5,089             -        6           -          6    5,095



The adjustments above are explained fully in Section 4.


6   RECONCILIATION OF NET ASSETS AT 1 SEPTEMBER 2006

                                             UK GAAP      Deferred Deferred  Cumulative      Total Restated
                                                     Consideration Taxation Translation  Effect of    Under
                                                                            Differences Transition     IFRS
                                                                                           to IFRS
                                                £000          £000     £000        £000       £000     £000             
                                                                    
    Equity
    Share capital                                270             -        -           -          -      270
    Share premium                              8,849             -        -           -          -    8,849
    Capital redemption reserve                    15             -        -           -          -       15
    Share capital to be issued                     5             -        -           -          -        5
    Share option reserves                        133             -        -           -          -      133
    Retained earnings                        (4,183)             -        6        (56)       (50)  (4,233)
    Exchange reserve                               -             -        -          56         56       56

    Total equity                               5,089             -        6           -          6    5,095




The adjustments above are explained fully in Section 4.



7 RECONCILIATION OF PROFIT FOR THE PERIOD TO 28 FEBRUARY 2007

                      UK      De-      De-    Split Intangi- Deferred Deferred  Net off  Cumula-    Total  Restated
                    GAAP   ferred   ferred       of     bles Taxation Taxation Deferred     tive   Effect     Under
                          Consid- Taxation Goodwill  Amorti-       on       on      Tax   Trans-       of      IFRS
                          eration       on            sation Intangi-   Brands            lation  Transi-
                                     Share                       bles                    Differ-     tion  
                                   Options                                                 ences       to            
                                                                                                    IFRS                
                    £000     £000     £000     £000     £000     £000     £000     £000     £000     £000      £000 

Revenue           18,480        -        -        -        -        -        -        -        -        -    18,480
Cost of Sales   (11,352)        -        -        -        -        -        -        -        -        -  (11,352)

Gross Profit       7,128        -        -        -        -        -        -        -        -        -     7,128

Administrative
expenses         (6,441)        -        -        -        -        -        -        -        -        -   (6,441)

EBITA before
exceptional
administrative
expenses             687        -        -        -        -        -        -        -        -        -       687

Exceptional
administrative
expenses           (312)        -        -        -        -        -        -        -        -        -     (312)
Amortisation
of intangibles         -        -        -        -    (133)        -        -        -        -    (133)     (133)

Operating profit     375        -        -        -    (133)        -        -        -        -    (133)       242

Finance income        66        -        -        -        -        -        -        -        -        -        66
Finance costs      (488)        -        -        -        -        -        -        -        -        -     (488)
                                                        
Profit on ordinary
activities before   
taxation            (47)        -        -        -    (133)        -        -        -        -    (133)     (180)

Taxation             123        -       28        -        -       37        -        -        -       65       188

Retained
profit for            
the period /
year                  76        -       28        -    (133)       37        -        -        -     (68)         8

Earnings per
share
Basic earnings
per share (pence)   0.64                                                                                       0.07

Fully diluted
earnings per
share (pence)       0.62                                                                                       0.07


The adjustments above are explained fully in Section 4.


8 RECONCILIATION OF NET ASSETS AT 28 FEBRUARY 2007

                     UK      De-      De-    Split Intangi- Deferred Deferred  Net off  Cumula-    Total  Restated
                   GAAP   ferred   ferred       of     bles Taxation Taxation Deferred     tive   Effect     Under
                         Consid- Taxation Goodwill  Amorti-       on       on      Tax   Trans-       of      IFRS
                         eration       on            sation Intangi-   Brands            lation  Transi-
                                    Share                       bles                    Differ-     tion  
                                  Options                                                 ences       to            
                                                                                                    IFRS                
                   £000     £000     £000     £000     £000     £000     £000     £000     £000     £000      £000 

Non-current
assets
Goodwill         22,143        -        -  (4,371)        -        -        -        -        -  (4,371)    17,772
Brands                -        -        -    2,265        -        -        -        -        -    2,265     2,265
Other intangible
assets                -        -        -    2,106    (133)        -        -        -        -    1,973     1,973
Property, plant 
and equipment     2,012        -        -        -        -        -        -        -        -        -     2,012
Investments in
associates          123        -        -        -        -        -        -        -        -        -       123
Deferred tax          
assets                -        -       72        -        -        -        -     (72)        -        -         -

                 24,278        -       72        -    (133)        -        -     (72)        -    (133)    24,145
Current assets
Inventories       1,133        -        -        -        -        -        -        -        -        -     1,133
Trade and other
receivables       9,659        -        -        -        -        -        -        -        -        -     9,659
Cash and cash     
equivalents       2,471        -        -        -        -        -        -        -        -        -     2,471

                 13,263        -        -        -        -        -        -        -        -        -    13,263
Current
liabilities
Trade and other 
payables        (9,086)        -        -        -        -        -        -        -        -        -   (9,086)
Tax               
liabilities       (583)        -        -        -        -        -        -        -        -        -     (583)
Obligations
under finance      
leases             (27)        -        -        -        -        -        -        -        -        -      (27)
Bank loans
and overdrafts  (1,597)        -        -        -        -        -        -        -        -        -   (1,597)
Provisions            -  (3,037)        -        -        -        -        -        -        -  (3,037)   (3,037)

               (11,293)  (3,037)        -        -        -        -        -        -        -  (3,037)  (14,330)

Net current
assets            1,970  (3,037)        -        -        -        -        -        -        -  (3,037)   (1,067)

Non-current
liabilities
Bank loans     (11,970)        -        -        -        -        -        -        -        -        -  (11,970)
Deferred
tax liabilities       -        -        -        -        -    (545)    (634)       72        -  (1,107)   (1,107)
Obligations
under finance      
leases             (14)        -        -        -        -        -        -        -        -        -      (14)
Provisions            -  (4,844)        -        -        -        -        -        -        -  (4,844)   (4,844)

               (11,984)  (4,844)        -        -        -    (545)    (634)       72        -  (5,951)  (17,935)

Provisions
for liabilities (7,881)    7,881        -        -        -        -        -        -        -    7,881         -

Net assets        6,383        -       72        -    (133)    (545)    (634)        -        -  (1,240)     5,143


The adjustments above are explained fully in Section 4.



8       RECONCILIATION OF NET ASSETS AT 28 FEBRUARY 2007

                     UK      De-      De-    Split Intangi- Deferred Deferred  Net off  Cumula-    Total  Restated
                   GAAP   ferred   ferred       of     bles Taxation Taxation Deferred     tive   Effect     Under
                         Consid- Taxation Goodwill  Amorti-       on       on      Tax   Trans-       of      IFRS
                         eration       on            sation Intangi-   Brands            lation  Transi-
                                    Share                       bles                    Differ-     tion  
                                  Options                                                 ences       to            
                                                                                                    IFRS                
                   £000     £000     £000     £000     £000     £000     £000     £000     £000     £000      £000 

Equity
Share capital       326        -        -        -        -        -        -        -        -        -       326
Share premium     9,945        -        -        -        -        -        -        -        -        -     9,945
Capital 
redemption           
reserve              15        -        -        -        -        -        -        -        -        -        15
Share option        
reserves            175        -        -        -        -        -        -        -        -        -       175
Retained 
earnings        (4,078)        -       72        -    (133)    (545)    (634)        -     (84)  (1,324)   (5,402)
Exchange 
reserve               -        -        -        -        -        -        -        -       84       84        84

Total equity      6,383        -       72        -    (133)    (545)    (634)        -        -  (1,240)     5,143
  

The adjustments above are explained fully in Section 4.


9 RECONCILIATION OF PROFIT FOR THE YEAR TO 31 AUGUST 2007

                   UK      De-     De-   Split    Good-  Intangi-      Def-     Def-    Net  Cumula-    Total        Re-
                 GAAP   ferred  ferred      of     will      bles     erred    erred    off     tive   Effect     stated
                       Consid-   Taxa-   Good-  Amorti-   Amorti-     Taxa-    Taxa-   Def-    Trans-      of      Under
                       eration    tion    will   sation    sation      tion     tion  erred    lation  Transi-      IFRS
                                    on                                   on       on    Tax   Differ-     tion
                                 Share                             Intangi-   Brands            ences       to
                               Options                                 bles                               IFRS
      
                 £000     £000    £000    £000     £000      £000      £000     £000   £000      £000     £000      £000

Revenue        48,607        -       -       -        -         -         -        -      -         -        -    48,607
Cost of Sale (28,913)        -       -       -        -         -         -        -      -         -        -  (28,913)

Gross Profit   19,694        -       -       -        -         -         -        -      -         -        -    19,694

Administrative
expenses     (16,161)        -       -       -        -         -         -        -      -         -        -  (16,161)

EBITA before
exceptional
administrative
expenses        3,533        -       -       -        -         -         -        -      -         -        -     3,533

Exceptional
administrative
expenses        (322)        -       -       -        -         -         -        -      -         -        -     (322)
Amortisation
of intangibles  (500)        -       -       -      500     (339)         -        -      -         -       161    (339)

Operating
profit          2,711        -       -       -      500     (339)         -        -      -         -       161    2,872

Finance income     61        -       -       -        -         -         -        -      -         -         -       61
Finance costs (1,281)        -       -       -        -         -         -        -      -         -         -  (1,281)

Profit on
ordinary
activities
before
taxation        1,491        -       -       -      500     (339)         -        -      -         -       161    1,652

Taxation        (639)        -      19       -        -         -        93        -      -         -       112    (527)

Retained
profit for the
period / year     852        -      19       -      500     (339)        93        -      -         -       273    1,125

Earnings per 
share
Basic earnings
per share
(pence)          6.81                                                                                               9.00

Fully diluted
earnings per
share (pence)    6.26                                                                                               8.27


The adjustments above are explained fully in Section 4.


10 RECONCILIATION OF NET ASSETS AT 31 AUGUST 2007

                   UK      De-     De-   Split    Good-  Intangi-      Def-     Def-    Net  Cumula-    Total        Re-
                 GAAP   ferred  ferred      of     will      bles     erred    erred    off     tive   Effect     stated
                       Consid-   Taxa-   Good-  Amorti-   Amorti-     Taxa-    Taxa-   Def-    Trans-      of      Under
                       eration    tion    will   sation    sation      tion     tion  erred    lation  Transi-      IFRS
                                    on                                   on       on    Tax   Differ-     tion
                                 Share                             Intangi-   Brands            ences       to
                               Options                                 bles                               IFRS
      
                 £000     £000    £000    £000     £000      £000      £000     £000   £000      £000     £000      £000

Non-current
assets
Goodwill       21,847        -       - (4,371)      500         -         -        -      -         -  (3,871)    17,976
Brands              -        -       -   2,265        -         -         -        -      -         -    2,265     2,265
Other
intangible
assets              -        -       -   2,106        -     (339)         -        -      -         -    1,767     1,767
Property,
plant and
equipment       2,157        -       -       -        -         -         -        -      -         -        -     2,157
Investments
in associates     118        -       -       -        -         -         -        -      -         -        -       118
Deferred
tax assets          -        -     123       -        -         -         -        -  (123)         -        -         -

               24,122        -     123       -      500     (339)         -        -  (123)         -      161    24,283
Current
assets                                                                                                    
Inventories     1,074        -       -       -        -         -         -        -      -         -        -     1,074
Trade and
other
receivables    11,832        -       -       -        -         -         -        -      -         -        -    11,832
Cash and
cash            
equivalents     3,914        -       -       -        -         -         -        -      -         -        -     3,914

               16,820        -       -       -        -         -         -        -      -         -        -    16,820
Current
liabilities
Trade and
other        
payables     (11,269)        -    (38)       -        -         -         -        -      -         -     (38)  (11,307)
Tax             
liabilities     (970)        -       -       -        -         -         -        -      -         -        -     (970)
Obligations
under finance    
leases           (39)        -       -       -        -         -         -        -      -         -        -      (39)
Bank loans
and           
overdrafts    (2,331)        -       -       -        -         -         -        -      -         -        -   (2,331)
Provisions          -  (3,397)       -       -        -         -         -        -      -         -  (3,397)   (3,397)

             (14,609)  (3,397)    (38)       -        -         -         -        -      -         -  (3,435)  (18,044)

Net current
assets          2,211  (3,397)    (38)       -        -         -         -        -      -         -  (3,274)   (1,224)

Non-current
liabilities
Trade and
other 
payables        (245)        -       -       -        -         -         -        -      -         -        -     (245)

Bank loans   (11,238)        -       -       -        -         -         -        -      -         -        -  (11,238)
Deferred
tax                 
liabilities         -        -       -       -        -         -     (489)    (634)    123         -  (1,000)   (1,000)
Obligations
under finance    
leases           (11)        -       -       -        -         -         -        -      -         -        -      (11)
Provisions          -  (4,175)       -       -        -         -         -        -      -         -  (4,175)   (4,175)

             (11,494)  (4,175)       -       -        -         -     (489)    (634)    123         -  (5,175)  (16,669)

Provisions
for           
liabilities   (7,572)    7,572       -       -        -         -         -        -      -         -    7,572         -

Net assets      7,267        -      85       -      500     (339)     (489)    (634)      -         -    (877)     6,390


The adjustments above are explained fully in Section 4.




10 RECONCILIATION OF NET ASSETS AT 31 AUGUST 2007

                   UK      De-     De-   Split    Good-  Intangi-      Def-     Def-    Net  Cumula-    Total        Re-
                 GAAP   ferred  ferred      of     will      bles     erred    erred    off     tive   Effect     stated
                       Consid-   Taxa-   Good-  Amorti-   Amorti-     Taxa-    Taxa-   Def-    Trans-      of      Under
                       eration    tion    will   sation    sation      tion     tion  erred    lation  Transi-      IFRS
                                    on                                   on       on    Tax   Differ-     tion
                                 Share                             Intangi-   Brands            ences       to
                               Options                                 bles                               IFRS
      
                 £000     £000    £000    £000     £000      £000      £000     £000   £000      £000     £000      £000

Equity
Share capital     328        -       -       -        -         -         -        -      -         -        -       328
Share premium  10,011        -       -       -        -         -         -        -      -         -        -    10,011
Capital
redemption
reserve            15        -       -       -        -         -         -        -      -         -        -        15
Share option
reserves          210        -       -       -        -         -         -        -      -         -        -       210
Retained
earnings      (3,297)        -      85       -      500     (339)     (489)    (634)      -      (90)    (967)   (4,264)
Exchange
reserve             -        -       -       -        -         -         -        -      -        90       90        90

Total equity    7,267        -      85       -      500     (339)     (489)    (634)      -         -    (877)     6,390
 



The adjustments above are explained fully in Section 4.






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