R4E.L Regulatory News (R4E)

28 Jan 2008 07:00

First Artist Corporation PLC28 January 2008 Date: 28 January 2008On 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 REPORTINGSTANDARDS First Artist Corporation plc (AIM: FAN), the media, entertainment, and eventsgroup, is preparing for the adoption of International Financial ReportingStandards as adopted in the EU ("IFRS") for the year ending 31 August 2008. Aspart of this transition, the Group today presents its results and accountingpolicies prepared under IFRS for the year ended 31 August 2007 and the half yearended 28 February 2007, together with explanations and reconciliations of thechanges. This announcement is intended to assist readers of the Group'sfinancial statements to understand the impact of IFRS in advance of thepublication of the Group's Interim Report for the period ended 28 February 2008in April 2008. The primary changes to the Group's previously reported financial information at31 August 2007 and 28 February 2007 resulting from the adoption of IFRS are as aresult 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 affectthe cash flows of the Group or its operations. For the year ended 31 August 2007, the impact of adoption of IFRS is to increasethe profit after taxation from £0.85m to £1.12m, principally being £0.16m creditrelated to amortisation adjustments and £0.11m related to a deferred taxationmovement. As at 31 August 2007, net assets after the adoption of IFRS decreasedto £6.39m from £7.27m, the principal difference relating to the amortisationadjustments 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 dateof transition being 1 September 2006, 28 February 2007 and 31 August 2007 andthe income statements for the half year ended 28 February 2007 and the yearended 31 August 2007 are set out in the attached announcement. The Group is monitoring future developments in IFRS on an ongoing basis. Suchdevelopments may result in the inclusion of additional adjustments in the yearend financial statements. The interim results for the half year ended 28 February 2008 will be announcedin April 2008. - ends - Enquiries: Jon Smith, Chief ExecutiveRichard Hughes, Group Managing Director www.firstartist.comFirst Artist Corporation plc Tel: 020 7993 0000 Emma Kane / Samantha Robbins / Sanna Lehtinen sr@redleafpr.comRedleaf Communications Tel: 020 7822 0200 David FloydDawnay Day, NOMAD Tel: 020 7509 4570 Katie SheltonDaniel 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 financialperiods commencing on or after 1 January 2007. The Group's first annual report under IFRS will be for the year ending 31 August2008 and these financial statements will include restated figures under IFRS forthe year ended 31 August 2007. The Group's date of transition to IFRS is 1September 2006, being the start of the previous period that will be presented ascomparative information. The first IFRS results to be announced will be for thehalf-year ended 28 February 2008. This document sets out the changes in accounting policies arising from theadoption of IFRS and presents restated information for the opening balance sheetat 1 September 2006, the half year ended 28 February 2007 and the year ended 31August 2007, which were previously published under UK GAAP. Conversion to IFRS affects the Group's reporting particularly in the areas ofaccounting for goodwill, other intangible assets, deferred consideration,foreign exchange reserves and deferred taxation. This said, the adoption of IFRSrepresents an accounting change only and does not change the cash flows of thegroup or its operations. There is also no impact on the Group's reportablesegments from those reported under UK GAAP. 2. BASIS OF PREPARATION The financial information in this document, which is unaudited, has beenprepared in accordance with the accounting policies set out in Section 5 below. The accounting policies are based on current IFRS and International FinancialReporting Interpretation Committee ("IFRIC") interpretations. These standardsare subject to ongoing review and endorsement by the EU and further IFRICinterpretations and may therefore be subject to change. The Group's first IFRSfinancial statements may consequently be prepared on the basis of accountingpolicies or presentations that are different to those set out in this document. In implementing the transition to IFRS, the Group has followed the requirementsof IFRS 1, the general principle being to establish accounting policies underIFRS and then to apply these retrospectively at the transition date to determinethe opening balance sheet. Significant accounting policy changes, together withthe relevant transitional provisions, are set out in Section 4 below. In accordance with IFRS 1 'First Time Adoption of International FinancialReporting Standards' there are a number of first time adoption exemptionsavailable, some of which are mandatory and some optional. The Group has appliedthe 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 IFRSwere 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 constitutefull financial statements within the meaning of Section 240 of the Companies Act1985. Full financial statements for the year ended 31 August 2007, which wereprepared under UK GAAP, have been delivered to the Registrar of Companies. Theauditor's report on those financial statements was unqualified, did not includereferences to any matters to which the auditor drew attention by way of emphasiswithout qualifying their report, and did not contain a statement under section237(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 affectthe cash flows of the Group or its operations. The analysis below sets out themost significant adjustments made at arriving at the income statements andbalance sheets in accordance with IFRS, the impact of which can be seen in thereconciliations in Sections 6 to 10. Based on the accounting policies detailed in Section 5, the effect of thetransition 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 2,872Profit for the period 76 8 852 1,125Basic earnings per share 0.64 0.07 6.81 9.00Net 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 fullreconciliations 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 toannual impairment reviews. An adjustment has been made to remove the goodwillamortisation charged under UK GAAP. Intangible assets(IFRS 3 - Business combinations) In accordance with IFRS 3 customer relationships and customer contracts arerecognised on any businesses purchased since the date of transition. The valueof these relationships is included at fair value and amortised over theestimated useful economic life. Provision is made for impairment. Brand intangibles have been recognised at fair value and are deemed to have anindefinite life and are not amortised. These are subject to an annual impairmentreview. Deferred consideration (IAS 1 - Presentation of Financial Statements) Under IAS 1 provisions are required to be split between current liabilities andnon-current liabilities, and as a result the provision for deferredconsideration 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 thetranslation of overseas subsidiary companies are required to be recognised in aseparate equity reserve. Deferred taxation (IAS 12) IAS 12 takes a balance sheet approach to deferred tax whereby deferred tax isrecognised in the balance sheet by applying the appropriate rate of tax to thetemporary differences arising between the carrying value of assets andliabilities and their tax base. This contrasts to UK GAAP (FRS 19) thatconsiders 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 Otherintangibles, with a corresponding adjustment to retained earnings. Adjustments made to the financial statements on the transition to IFRS result inrelated adjustments, which are detailed in the full balance sheet and incomestatement 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 preparedin accordance with the recognition and measurement requirements of theInternational Financial Reporting Standards ('IFRS') as adopted by the EuropeanUnion. A summary of the more significant accounting policies adopted and consistentlyapplied, in the preparation of the group financial information is shown below: Basis of preparation The consolidated information has been prepared on a basis consistent withInternational Financial Reporting Standards as adopted by the European Union.IFRIC interpretations and the Companies Act 1985 applicable to companiesreporting under IFRS. The consolidated financial information has been preparedunder the historical cost convention. Basis of consolidation Consolidated financial information includes the financial information of FirstArtist Corporation plc and all its subsidiary undertakings and are made up tothe year ended 31 August. The results of subsidiary undertakings acquired ordisposed of during the period are accounted for in the income statement from orup to the date that control passes. Inter-company sales and profits areeliminated on consolidation. Subsidiaries are entities that are directly or indirectly controlled by thegroup. Control exists where the group has the power to govern the financial andoperating policies of the entity so as to obtain benefits from its activities.In assessing control, potential voting rights that are currently exercisable orconvertible are taken into account. The purchase method of accounting is used to account for the acquisition ofsubsidiaries by the group. The cost of an acquisition is measured as the fairvalue of the assets given, equity instruments issued and liabilities incurred orassumed at the date of exchange, plus costs directly attributable to theacquisition. Identifiable assets acquired and liabilities and contingentliabilities assumed in a business combination are measured initially at theirfair values at the acquisition date, irrespective of the extent of any minorityinterest. The excess of the cost of acquisition over the fair value of thegroup'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 thesubsidiary acquired, the difference is recognised directly in the incomestatement. Revenue Revenue and profit for football representation services is recognised onprovision of the service and in accordance with the terms and conditions of thecontract. Revenue for sponsorship, rights and entertainment services represents thecommission 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 recognisedwhen an insurance or pension proposal is accepted and placed 'on risk' by aninsurance 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 theprofit recognition policy above, are credited to accruals and deferred income.Similarly invoices received by the Group but not yet recognised as costs, inline with the profit recognition policy above, are debited to prepayments andaccrued 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 thefair value of the identifiable assets and liabilities acquired, is recognised asan asset. Goodwill is reviewed for impairment at least annually and anyimpairment will be recognised in the income statement and is not subsequentlyreversed. As such it is stated at cost less provision for impairment in value. Other intangible assets Customer relationships and customer contracts acquired through businesscombinations are included at fair value and amortised over their estimateduseful economic life. Provision is made for impairment. Brands Brand intangibles have been recognised at fair value and are deemed to have anindefinite life and are not amortised. These are subject to an annual impairmentreview. Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulateddepreciation. Depreciation is provided on all property, plant and equipment other thanfreehold land at rates calculated to write each asset down to its estimatedresidual value over its expected useful life, as follows:- Freehold buildings 2% straight lineShort leasehold improvements over period of the leasePlant and machinery 25% straight lineFixtures and fittings 20% straight lineMotor vehicles 25% straight line The assets' residual values and useful lives are reviewed, and adjusted ifappropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amountif the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with thecarrying amount and are recognised within 'Other (losses)/gains - net' in theincome statement. Inventories Inventories are valued at the lower of cost and net realisable value, with costdetermined on a first in first out basis. Provision is made where necessary forobsolete, 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 acorresponding adjustment is made to the goodwill arising on acquisition. Thedifference between the present value and the total amount payable at a futuredate gives rise to a finance charge which is charged to the income statement andcredited to the liability over the period in which the consideration isdeferred. The discount used approximates to the group's weighted average cost ofcapital. Accounting estimation techniques Estimation techniques have been used where necessary if the exact monetary valueof an asset or liability has not been readily available. The principal areawhere 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 conferrights and obligations similar to those attached to owned assets, arecapitalised in the balance sheet and are depreciated over the shorter of thelease terms and their useful lives. The capital elements of future leaseobligations are recorded as liabilities, while the interest elements are chargedto the income statement over the period of the leases to produce a constant rateof charge on the balance of capital repayments outstanding. Rentals under operating leases are charged on a straight-line basis over thelease term, even if the payments are not made on such a basis. Benefits receivedand receivable as an incentive to sign an operating lease are similarly spreadon a straight-line basis over the lease term. Deferred taxation Deferred income tax is provided in full, using the liability method, ontemporary differences arising between the tax bases of assets and liabilitiesand their carrying amounts in the consolidated financial statements. However,the deferred income tax is not accounted for, if it arises from initialrecognition of an asset or liability in a transaction other than a businesscombination that at the time of the transaction affects neither accounting nortaxable profit or loss. Deferred income tax is determined using tax rates (andlaws) that have been enacted or substantially enacted by the balance sheet dateand are expected to apply when the related deferred income tax asset is realisedor the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable thatfuture taxable profit will be available against which the temporary differencescan be utilised. Deferred income tax is provided on temporary differences arising on investmentsin subsidiaries and associates, except where the timing of the reversal of thetemporary difference is controlled by the group and it is probable that thetemporary difference will not reverse in the foreseeable future. Pension obligations For defined contribution plans, the group pays contributions to publicly orprivately administered pension insurance plans on a mandatory, contractual orvoluntary basis. The group has no further payment obligations once thecontributions have been paid. The contributions are recognised as employeebenefit expense when they are due. Prepaid contributions are recognised as anasset to the extent that a cash refund or a reduction in the future payments isavailable. Foreign currency translation a) Functional and presentation currency Items included in the financial statements of each of the group's entities aremeasured using the currency of the primary economic environment in which theentity operates ('the functional currency'). The consolidated financialstatements are presented in 'sterling' ('£'), which is the company's functionaland presentation currency. b) Transactions and balances Foreign currency transactions are translated into the functional currency usingthe exchange rates prevailing at the dates of the transactions. Foreign exchangegains and losses resulting from the settlement of such transactions and from thetranslation at year-end exchange rates of monetary assets and liabilitiesdenominated in foreign currencies are recognised in the income statement, exceptwhen deferred in equity as qualifying cash flow hedges and qualifying netinvestment hedges. c) Group companies The results and financial position of all the group entities (none of which hasthe currency of a hyper-inflationary economy) that have a functional currencydifferent from the presentation currency are translated into the presentationcurrency 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 netinvestment in foreign operations, and of borrowings and other currencyinstruments designated as hedges of such investments, are taken to shareholders'equity. When a foreign operation is partially disposed of or sold, exchangedifferences that were recorded in equity are recognised in the income statementas part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreignentity are treated as assets and liabilities of the foreign entity andtranslated 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 ofthe options is recognised as an expense. The total amount to be expensed overthe vesting period is determined by reference to the fair value of the optionsgranted, excluding the impact of any non-market vesting conditions (for example,profitability and sales growth targets). Non-market vesting conditions areincluded 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 ofoptions that are expected to vest. It recognises the impact of the revision tooriginal estimates, if any, in the income statement, with a correspondingadjustment to equity. The proceeds received net of any directly attributable transaction costs arecredited to share capital (nominal value) and share premium when the options areexercised. Deferred financing costs Bank arrangement fees and associated legal costs are amortised over the term ofthe 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 - - - - - - - - - 18,480Cost of Sales (11,352) - - - - - - - - - (11,352) Gross Profit 7,128 - - - - - - - - - 7,128 Administrativeexpenses (6,441) - - - - - - - - - (6,441) EBITA beforeexceptionaladministrativeexpenses 687 - - - - - - - - - 687 Exceptionaladministrativeexpenses (312) - - - - - - - - - (312)Amortisationof intangibles - - - - (133) - - - - (133) (133) Operating profit 375 - - - (133) - - - - (133) 242 Finance income 66 - - - - - - - - - 66Finance costs (488) - - - - - - - - - (488) Profit on ordinaryactivities before taxation (47) - - - (133) - - - - (133) (180) Taxation 123 - 28 - - 37 - - - 65 188 Retainedprofit for the period /year 76 - 28 - (133) 37 - - - (68) 8 Earnings pershareBasic earningsper share (pence) 0.64 0.07 Fully dilutedearnings pershare (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-currentassetsGoodwill 22,143 - - (4,371) - - - - - (4,371) 17,772Brands - - - 2,265 - - - - - 2,265 2,265Other intangibleassets - - - 2,106 (133) - - - - 1,973 1,973Property, plant and equipment 2,012 - - - - - - - - - 2,012Investments inassociates 123 - - - - - - - - - 123Deferred tax assets - - 72 - - - - (72) - - - 24,278 - 72 - (133) - - (72) - (133) 24,145Current assetsInventories 1,133 - - - - - - - - - 1,133Trade and otherreceivables 9,659 - - - - - - - - - 9,659Cash and cash equivalents 2,471 - - - - - - - - - 2,471 13,263 - - - - - - - - - 13,263CurrentliabilitiesTrade and other payables (9,086) - - - - - - - - - (9,086)Tax liabilities (583) - - - - - - - - - (583)Obligationsunder finance leases (27) - - - - - - - - - (27)Bank loansand overdrafts (1,597) - - - - - - - - - (1,597)Provisions - (3,037) - - - - - - - (3,037) (3,037) (11,293) (3,037) - - - - - - - (3,037) (14,330) Net currentassets 1,970 (3,037) - - - - - - - (3,037) (1,067) Non-currentliabilitiesBank loans (11,970) - - - - - - - - - (11,970)Deferredtax liabilities - - - - - (545) (634) 72 - (1,107) (1,107)Obligationsunder finance leases (14) - - - - - - - - - (14)Provisions - (4,844) - - - - - - - (4,844) (4,844) (11,984) (4,844) - - - (545) (634) 72 - (5,951) (17,935) Provisionsfor 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 EquityShare capital 326 - - - - - - - - - 326Share premium 9,945 - - - - - - - - - 9,945Capital redemption reserve 15 - - - - - - - - - 15Share option reserves 175 - - - - - - - - - 175Retained 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 - - - - - - - - - - 48,607Cost of Sale (28,913) - - - - - - - - - - (28,913) Gross Profit 19,694 - - - - - - - - - - 19,694 Administrativeexpenses (16,161) - - - - - - - - - - (16,161) EBITA beforeexceptionaladministrativeexpenses 3,533 - - - - - - - - - - 3,533 Exceptionaladministrativeexpenses (322) - - - - - - - - - - (322)Amortisationof intangibles (500) - - - 500 (339) - - - - 161 (339) Operatingprofit 2,711 - - - 500 (339) - - - - 161 2,872 Finance income 61 - - - - - - - - - - 61Finance costs (1,281) - - - - - - - - - - (1,281) Profit onordinaryactivitiesbeforetaxation 1,491 - - - 500 (339) - - - - 161 1,652 Taxation (639) - 19 - - - 93 - - - 112 (527) Retainedprofit for theperiod / year 852 - 19 - 500 (339) 93 - - - 273 1,125 Earnings per shareBasic earningsper share(pence) 6.81 9.00 Fully dilutedearnings pershare (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-currentassetsGoodwill 21,847 - - (4,371) 500 - - - - - (3,871) 17,976Brands - - - 2,265 - - - - - - 2,265 2,265Otherintangibleassets - - - 2,106 - (339) - - - - 1,767 1,767Property,plant andequipment 2,157 - - - - - - - - - - 2,157Investmentsin associates 118 - - - - - - - - - - 118Deferredtax assets - - 123 - - - - - (123) - - - 24,122 - 123 - 500 (339) - - (123) - 161 24,283Currentassets Inventories 1,074 - - - - - - - - - - 1,074Trade andotherreceivables 11,832 - - - - - - - - - - 11,832Cash andcash equivalents 3,914 - - - - - - - - - - 3,914 16,820 - - - - - - - - - - 16,820CurrentliabilitiesTrade andother payables (11,269) - (38) - - - - - - - (38) (11,307)Tax liabilities (970) - - - - - - - - - - (970)Obligationsunder finance leases (39) - - - - - - - - - - (39)Bank loansand overdrafts (2,331) - - - - - - - - - - (2,331)Provisions - (3,397) - - - - - - - - (3,397) (3,397) (14,609) (3,397) (38) - - - - - - - (3,435) (18,044) Net currentassets 2,211 (3,397) (38) - - - - - - - (3,274) (1,224) Non-currentliabilitiesTrade andother payables (245) - - - - - - - - - - (245) Bank loans (11,238) - - - - - - - - - - (11,238)Deferredtax liabilities - - - - - - (489) (634) 123 - (1,000) (1,000)Obligationsunder finance leases (11) - - - - - - - - - - (11)Provisions - (4,175) - - - - - - - - (4,175) (4,175) (11,494) (4,175) - - - - (489) (634) 123 - (5,175) (16,669) Provisionsfor 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 EquityShare capital 328 - - - - - - - - - - 328Share premium 10,011 - - - - - - - - - - 10,011Capitalredemptionreserve 15 - - - - - - - - - - 15Share optionreserves 210 - - - - - - - - - - 210Retainedearnings (3,297) - 85 - 500 (339) (489) (634) - (90) (967) (4,264)Exchangereserve - - - - - - - - - 90 90 90 Total equity 7,267 - 85 - 500 (339) (489) (634) - - (877) 6,390 The adjustments above are explained fully in Section 4. 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