30 August 2007
Restatement of Financial Information under IFRS
Just Car Clinics Group plc (“Just Car Clinics” or “the Group”), the independent collision repair
chain with eighteen vehicle repair centres, is required under AIM Rules to adopt International
Financial Reporting Standards (“IFRS”) as the primary basis of accounting for the year ended 31
December 2007. IFRS replaces UK Generally Accepted Accounting Practice (“UK GAAP”) under which the Group previously prepared its financial statements.
The most significant impacts of the adoption of IFRS on the Group‟s previously reported financial
information are as follows:
? Cessation of goodwill amortisation
? Provision for employee benefit liabilities in respect of holiday pay at interim accounting periods
? The calculation of deferred tax on share based payments. The primary impact of this change is
to increase the exceptionally low tax rate of 7% reported under UK GAAP for the year ended 31
December 2006 to an effective rate of 30% under IFRS.
A summary of the impact on the Group for the year ended 31 December 2006 is as follows:
Year to 31 December 2006
UK GAAP IFRS Change
?‟000 ?‟000 ?‟000 Profit before taxation 780 869 89 Profit after taxation 727 611 (116) Earnings per share 5.5p 4.6p (0.9p) Net Assets at period end 2,258 2,349 91
A full description of the impact of this change in accounting basis is presented below.
For further information, please contact:
Just Car Clinics:
Barry Whittles, Chief Executive 07850 268369 Chris Elton, Finance Director 07702 598344
Brewin Dolphin Securities:
Sandy Fraser 0131 529 0272
Tim Thompson 020 7466 5000
JUST CAR CLINICS GROUP PLC
RESTATEMENT OF FINANCIAL INFORMATION UNDER
INTERNATIONAL FINANCIAL REPORTING STANDARDS CONTENTS
2. Basis of Preparation
3. Summary of Impact
4. Explanation of Significant Adjustments 5. Summary of Significant Accounting Policies
RESTATED FINANCIAL INFORMATION
6. Consolidated Income Statement
7. Consolidated Balance Sheet
A. Adjustments to Net Assets at 1 January 2006 B. Adjustments to Profit and Net Assets for the six months ended 30 June 2006 C. Adjustments to Profit and Net Assets for the year ended 31 December 2006
Just Car Clinics Group plc (“the Group”) has for accounting periods up to 31 December 2006
prepared its consolidated financial statements under UK Generally Accepted Accounting Practice (UK GAAP). From 1 January 2007, the Group is required to prepare its consolidated financial
statements in accordance with International Financial Reporting Standards and International
Accounting Standards (collectively “IFRS”), as adopted by the European Union (EU).
The Group‟s first annual report under IFRS will be for the financial year ending 31 December 2007,
and its first interim IFRS results will be for the six months ending 30 June 2007. The Group‟s date
of transition to IFRS is 1 January 2006, being the start of the previous period which will be
presented as comparative information.
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 January 2006, the six months ended 31 June 2006 and the year ended 31 December 2006, which were previously published under UK
The adoption of IFRS represents an accounting change only and does not affect the operations or cash flows of the Group.
2. BASIS OF PREPARATION
The financial information in this document has been prepared in accordance with IFRS and the
accounting policies set out in Section 5 below. The accounting policies are based on current IFRS, International Financial Reporting Interpretation Committee („IFRIC‟) interpretations, and current International Accounting Standards Board („IASB‟) exposure drafts that are expected to be issued as final standards and adopted by the EU such that they are effective for the year ended 31
The UK GAAP financial information contained in this document does not constitute full accounts within the meaning of Section 240 of the Companies Act 1985. Full accounts for the year ended 31 December 2006 incorporating an unqualified audit report have been delivered to the Registrar of Companies.
The rules for first time adoption of IFRS are set out in IFRS 1 - First-time Adoption of International
Financial Reporting Standards, which in general requires IFRS accounting policies to be
determined and applied fully retrospectively to determine the opening balance sheet under IFRS.
However IFRS 1 allows a number of exceptions to this general principle, where the Group has
taken advantage of these exemptions they are noted in section 4 below.
3. SUMMARY OF IMPACT
Year to 31 December 2006 Six months to 30 June 2006
UK GAAP IFRS UK GAAP IFRS
?‟000 ?‟000 ?‟000 ?‟000 Profit before taxation 780 869 387 388 Profit after taxation 727 611 271 272 Earnings per share 5.5p 4.6p 2.1p 2.1p Net Assets at period end 2,258 2,349 1,691 1,756 4. EXPLANATION OF SIGNIFICANT ADJUSTMENTS
4.1 Goodwill and Business Combinations (IFRS 3)
The Group has elected to take the exemption available under IFRS 1 not to apply IFRS 3
retrospectively to business combinations occurring prior to the date of transition to IFRS. Goodwill
arising on such acquisitions has therefore been retained at its UK GAAP carrying value at 1 January
2006, having been satisfactorily tested for impairment at that date.
Under UK GAAP goodwill was amortised over its useful economic life, but under IFRS no
amortisation charge will be made. This increases reported profit before taxation by ?89,000 for the
year ended 31 December 2006 and ?44,000 for the six months ended 30 June 2006 with an
associated increase in the deferred tax charge.
Instead, goodwill recognised in the balance sheet will be subject to a review for impairment on at
least an annual basis, or more frequently if events or changes in circumstance indicate that the
carrying value may be impaired.
4.2 Employee benefits (IAS 19)
IAS 19 requires holiday pay to be accrued for when the corresponding services have been received
from employees. This has no impact on the reported profit or net assets for the year ended 31
December 2006 as the holiday entitlement for the Group‟s employees is based on a calendar year
and employees have no entitlement to carry forward unused holiday entitlement to subsequent years.
The impact on the reported results for the six months ended 30 June 2006 was to reduce profit by
?43,000 with an equivalent deferred tax credit.
4.3 Income taxes (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 tax rate to the temporary differences arising between the
carrying value of assets and liabilities and their tax base. This contrasts to UK GAAP (FRS 19),
which considers timing differences arising in the income statement.
The principal impact of this change is in respect of taxation of share based payments accounted for
in accordance with IFRS 2. Under UK GAAP a deferred tax asset on unexercised share options is
calculated on the basis of the amount of expense recognised in the period. Under IFRS deferred tax
is calculated on the basis of the intrinsic value of unexercised share options at the balance sheet date
calculated on a pro rata basis over the vesting period of the options, with the amount relating to the share option expense charged to the income statement in the period and the balance adjusted through equity. When share options are exercised and corporation tax relief obtained, the excess of the tax relief obtained over the cumulative deferred tax previously credited to the income statement is also adjusted through equity.
The impact of this is to increase profit and loss reserves by ?64,000 at 1 January 2006 and 30 June 2006 and by ?28,000 at 31 December 2006 with an equivalent reduction in the deferred tax liability. At 1 January 2006 this has also resulted in the creation of an overall deferred tax asset which has been reclassified within the balance sheet.
The taxation charge for the year ended 31 December 2006 has been increased by ?179,000 relating to the surplus of the tax relief obtained on the exercise of share options over the associated deferred tax charge, this credited to the profit and loss account under UK GAAP and transferred to equity under IFRS.
Adjustments made to the financial statements on the transition to IFRS result in related adjustments to deferred tax, particularly with regard to goodwill amortisation and employee benefits and these have been shown as part of the associated accounting adjustment.
4.4.1 Computer software (IAS 38)
IFRS requires computer software that is not an integral part of the hardware to be treated as an intangible asset. Under UK GAAP all capitalised software was included as property, plant and equipment. This has resulted in a reclassification from property, plant and equipment to intangible assets of ?34,000 at the date of transition; ?22,000 at 30 June 2006 and ?12,000 at 31 December 2006.
4.4.2 Cash flow statement
IFRS requires that the cash flow statement reconciles the movement in cash and cash equivalents rather than just cash under UK GAAP. There are also changes in the classification of certain items disclosed. For Just Car Clinics there is no difference between the value of cash and cash equivalents defined by IFRS and the value of cash under UK GAAP and extent of reclassification is not significant.
5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The Group‟s financial statements have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union as they apply to the financial statements of the Group for the year ended 31 December 2006 and applied in accordance with the Companies Act 1985.
The Group financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (?‟000) except when otherwise indicated.
The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. The nature of estimation means that actual outcomes could differ from those estimates.
Key sources of estimation uncertainty
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the measurement and impairment of goodwill. The Group determines whether indefinite life intangible assets are
impaired on an annual basis and this requires an estimation of the value in use of the cash generating units to which the intangible assets are allocated. This involves estimation of future cash flows and choosing a suitable discount rate.
Basis of consolidation
The Group financial statements consolidate the financial statements of Just Car Clinics Group plc and the entities it controls (its subsidiaries) drawn up to 31 December each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights; currently exercisable or convertible potential voting rights; or by way of contractual agreement. The financial statements of subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting year as the parent company and are based on consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them, are eliminated.
Business combinations on or after 1 January 2006 are accounted for under IFRS 3 using the purchase method. Any excess of the cost of the business combination over the Group‟s interest in
the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill and is not amortised. To the extent that the net fair value of the acquired entity‟s identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment, a gain is recognised immediately in the income statement. Goodwill recognised as an asset as at 31 December 2005 is recorded at its carrying amount under UK GAAP and is not amortised.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired.
For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitored by management, usually at business segment level. Where the recoverable amount of the cash-generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement.
The carrying amount of goodwill allocated to a cash-generating unit is taken into account when determining the gain or loss on disposal of the unit, or of an operation within it. Intangible assets
Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably. Expenditure on internally developed intangible assets, excluding development costs, is taken to the income statement in the year in which it is incurred.
Following initial recognition, the historic cost model is applied, with intangible assets being carried at cost less accumulated amortisation and accumulated impairment losses. Intangible assets with a finite life have no residual value and are amortised on a straight line basis over their expected useful lives with charges included in administrative expenses, as follows:
Computer software over 3 years to 5 years The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes costs directly attributable to making the asset capable of operating as intended. Borrowing costs attributable to assets under construction are recognised as an expense as incurred.
Depreciation is provided on all property, plant and equipment on a straight-line basis over its expected useful life as follows:
Leasehold properties over the remaining period of the lease
Motor vehicles over 5 years
Computer equipment over 3 years to 5 years
Other plant, fixtures and fittings over 3 years to 15 years
The carrying values of property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable, and are written down immediately to their recoverable amount. Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively.
Property, plant and equipment (continued)
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the derecognition of the asset is included in the income statement in the period of derecognition. Leases
Assets held under finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease, with a corresponding liability being recognised for the lower of the fair value of the leased asset and the present value of the minimum lease payments. Lease payments are apportioned between the reduction of the lease liability and finance charges in the income statement so as to achieve a constant rate of interest on the remaining balance of the liability. Assets held under finance leases are depreciated over the shorter of the estimated useful life of the asset and the lease term. Leases where the lessor retains a significant portion of the risks and benefits of ownership of the asset are classified as operating leases and rentals payable are charged in the income statement on a straight line basis over the lease term.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired.
If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset‟s recoverable amount. An asset‟s recoverable amount is the higher of an asset‟s or cash-generating unit‟s fair value less costs to sell and its value in use and is determined
for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses on continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset‟s recoverable amount since the
last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset‟s revised carrying
amount, less any residual value, on a systematic basis over its remaining useful life. Provisions
A provision is recognised when the Group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, expected future cash flows are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance policy, the reimbursement is recognised as a separate asset but only when recovery is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Where discounting is used, the increase in the provision due to unwinding the discount is recognised as a finance cost.
Inventories are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each product to its present location and condition, as follows:
Raw materials and consumables -purchase cost on a first-in, first-out basis;
Work in progress -cost of direct materials and labour plus attributable overheads
based on a normal level of activity.
Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion and disposal.
Trade and other receivables
Trade receivables, which generally have 30-60 day terms, are recognised and carried at the lower of their original invoiced value and recoverable amount. Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less.
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the Group becomes party to the related contracts and are measured initially at fair value less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:
- where the temporary difference arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss; and
- deferred income tax assets are recognised only to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, carried forward
tax credits or tax losses can be utilised. Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Income tax is charged or credited directly to equity if it relates to items that are credited or charged to equity. Otherwise income tax is recognised in the income statement.
Derivative financial instruments and hedging
Since 2007 the Group has used interest rate swaps to hedge its risks associated with interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
The fair value of interest rate swap contracts is determined by reference to market values for similar instruments.
The interest rate swaps match underlying floating rate interest liabilities and are designated and documented as hedges at their inception, with the expectation that the hedge will be highly effective. Theses hedges are classified as cash flow hedges for the purpose of hedge accounting and the effective portion of the gain or loss on the hedging instrument is recognised directly in equity, while the ineffective portion is recognised in profit or loss. Amounts taken to equity are transferred to the income statement when the underlying interest is expensed.
If a forecast transaction is no longer expected to occur, amounts previously recognised in equity are transferred to profit or loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognised in equity remain in equity until the forecast transaction occurs and are transferred to the income statement. If the related transaction is not expected to occur, the amount is taken to profit or loss.
Pensions and other post-retirement benefits
The Group contributes to personal pension plans of employees. Contributions are recognised within operating profit at an amount equal to contributions payable for the period. Any outstanding contributions are recognised as liabilities within accruals.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured. Revenue is measured at the fair value of the
consideration received, excluding discounts, rebates and VAT.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership
of the goods have passed to the buyer, usually on dispatch of the goods. Revenue from the repair of
motor vehicles is recognised when the profitability of the repair can be measured reliably, the
majority of repairs are of short duration and this is normally when the repair is complete or
Borrowing costs are recognised as an expense when incurred.
The cost of equity-settled transactions with employees is measured by reference to the fair value at
the date at which they are granted and is recognised as an expense over the vesting period, which
ends on the date on which the relevant employees become fully entitled to the award. Fair value is
determined using an appropriate pricing model. In valuing equity-settled transactions, no account is
taken of any vesting conditions, other than conditions linked to the price of the shares of the
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition, which are treated as vesting irrespective of whether or not the
market condition is satisfied, provided that all other performance conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense is calculated, representing the
extent to which the vesting period has expired and management‟s best estimate of the achievement
or otherwise of non-market conditions and of the number of equity instruments that will ultimately
vest or, in the case of an instrument subject to a market condition, be treated as vesting as described
above. The movement in cumulative expense since the previous balance sheet date is recognised in
the income statement, with a corresponding entry in equity.
6. CONSOLIDATED INCOME STATEMENT
Year ended Six months ended
31 December 2006 30 June 2006
UK UK Adj. IFRS Adj. IFRS GAAP GAAP
?‟000 ?‟000 ?‟000 ?‟000 ?‟000 ?‟000 Revenue from sales 27,813 - 27,813 13,559 - 13,559 Operating profit 892 89 981 458 1 459 Interest payable (112) - (112) (71) - (71) Profit before taxation 780 89 869 387 1 388 Taxation (53) (205) (258) (116) - (116) Profit for the year 727 (116) 611 271 1 272
Basic earnings per share 5.5p 4.6p 2.1p 2.1p Diluted earnings per share 5.4p 4.6p 1.9p 1.9p
7. CONSOLIDATED BALANCE SHEET
At At At
31 December 2006 30 June 2006 1 January 2006
IFRS UK UK UK Adj. Adj. IFRS Adj. IFRS GAAP GAAP GAAP
?‟000 ?‟000 ?‟000 ?‟000 ?‟000 ?‟000 ?‟000 ?‟000 ?‟000
Non current assets
Property, plant and 2,080 (12) 2,068 1,799 (22) 1,777 1,884 (34) 1,850 equipment Intangible assets 1,541 101 1,642 1,450 66 1,516 1,494 34 1,528 Deferred tax asset - - - - - - - 9 9
3,621 89 3,710 3,249 44 3,293 3,378 9 3,387
Inventories 565 - 565 475 - 475 437 - 437 Trade and other receivables 3,992 - 3,992 3,548 - 3,548 3,485 - 3,485 Cash and cash equivalent 381 - 381 126 - 126 2 - 2
- - 4,938 4,938 4,149 4,149 3,924 - 3,924
TOTAL ASSETS 8,559 89 8,648 7,398 44 7,442 7,302 9 7,311
EQUITY AND LIABILITIES
Share capital 145 - 145 129 - 129 129 - 129 Share premium account 2,451 - 2,451 2,374 - 2,374 2,371 - 2,371 Other reserves (89) - (89) (89) - (89) (89) - (89) Retained earnings (249) 91 (158) (723) 65 (658) (984) 64 (920)
2,258 91 2,349 1,691 65 1,756 1,427 64 1,491
Non current liabilities
Loans and borrowings 145 - 145 435 - 435 725 - 725 Deferred consideration 481 - 481 730 - 730 978 - 978 Corporation tax liability - - - 116 - 116 - - - Deferred tax 92 (2) 90 72 (64) 8 55 (55) -
718 (2) 716 1,353 (64) 1,289 1,758 (55) 1,703
Trade and other payables 4,216 - 4,216 3,250 43 3,293 2,995 - 2,995 Loans and borrowings 564 - 564 557 - 557 673 - 673 Deferred consideration 795 - 795 547 - 547 298 - 298 Corporation tax liability 8 - 8 - - - 151 - 151
- 5,583 5,583 4,354 43 4,397 4,117 - 4,117
TOTAL EQUITY AND 8,559 89 8,648 7,398 44 7,442 7,302 9 7,311 LIABILITIES