28 Mar 2013 11:46
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VinaLand Limited
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Interim results for the six months ended 31 December 2012
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VinaLand Limited ("the Company" or "VNL"), the AIM-quoted investment vehicle established to target strategic segments within Vietnam's emerging real estate market, today announces its interim results for the six months ended 31 December 2012 ("the Period").
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Financial highlights
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Β·; Net loss for the Period of USD57.3 million (HY11, restated: USD98.5 million net loss).
Β·; Net loss per share of USD0.08 for the Period (HY11 restated: USD0.13 net loss).
Β·; Net asset value at 31 December 2012 of USD503.8 million representing USD1.04 per share.
Β·; Cash and cash equivalents at the end of the Period of USD23.9 million.
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Operational highlights
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Β·; On 21 November 2012 VNL held an extraordinary general meeting (EGM) whereby an ordinary resolution was passed by a significant majority to restructure the Company, including changes to its investment and distribution policies, a restructuring of the investment manager's remuneration, and corporate governance enhancements. Over the next three years VNL will make no new investments except within existing projects, and will adopt a realisation strategy whereby existing assets will be developed and divested in a controlled manner.
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Commenting, David Blackhall, Managing Director of VNL's Investment Manager, said:
"Our priority moving into 2013 is the implementation of our new strategy in accordance with the resolution passed at the EGM in November. In particular, we have been working hard on a number of measures to enhance our corporate governance. We remain committed to returning capital to shareholders, which will become evident as we make further progress in the execution of our strategy and the divestment of existing assets."
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Notes to Editors:
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VinaCapital is a leading investment management and real estate development firm in Vietnam, with a diversified portfolio of USD1.6 billion in assets under management. VinaCapital was founded in 2003 and boasts a team of managing directors who bring extensive international finance and investment experience to the firm. Our mission is to produce superior returns for investors by using our experience and knowledge to identify the key trends and opportunities that emerge as Vietnam continues to develop its economy. To achieve this, VinaCapital has industry-leading asset class teams covering capital markets, private equity, fixed income, venture capital, real estate and infrastructure.
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VinaCapital manages three closed-end funds trading on the AIM Market of the London Stock Exchange. These funds are: VinaCapital Vietnam Opportunity Fund Limited (VOF), VinaLand Limited (VNL), and Vietnam Infrastructure Limited (VNI). VinaCapital also co-manages the DFJ VinaCapital L.P. technology venture capital fund with Draper Fisher Jurvetson.
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VinaCapital has offices in Ho Chi Minh City, Hanoi, Danang, Nha Trang and Singapore. More information about VinaCapital is available at www.vinacapital.com
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More information on VinaLand Limited is available atΒ www.vinacapital.com/vnl
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Enquiries:
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David DropseyVinaCapital Investment Management LimitedInvestor Relations/Communications+84 8 821 9930david.dropsey@vinacapital.com
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Philip Secrett
Grant Thornton Corporate Finance, Nominated Adviser
+44 (0)20 7583 5100
philip.j.secrett@uk.gt.com
Β Hiroshi FunakiEdmond de Rothschild Securities, Broker+44 20 7845 5960funds@lcfr.co.uk
David Benda / Hugh JonathanNumis Securities Limited, Broker+44 (0)20 7260 1000
d.benda@numis.com
Andrew WaltonFTI Consulting, Public Relations (London)+44 (0)20 7269 7204andrew.walton@fticonsulting.com
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Chairman's Statement
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Dear Shareholders,
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We are pleased to present the interim financial statements of VinaLand Limited (the "Company" or "VNL") for the six month period ended 31 December 2012.
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VNL has undergone a number of significant changes over the past six months; most notably the approval of the resolution to restructure the Company at the extraordinary general meeting (EGM) held on 21 November 2012. The Board is very pleased that shareholders voted by a significant majority to approve the Board's proposals to restructure VNL by changing the Company's investment and distribution policies, restructuring the remuneration paid to the Investment Manager, and enhancing corporate governance. As a result, the Company will make no investment in new projects for a period of up to three years and has adopted a new realisation strategy whereby the existing properties will either be divested in a controlled, orderly and timely manner, or where appropriate the conversion process will continue with the view of enhancing their realisable value later.
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As committed to at the EGM, the Board is now working through a range of matters to enhance the Company's corporate governance. Whilst the future composition and membership of the Board will be one of the matters on the agenda of the inaugural Annual General Meeting which will be held in the fourth quarter of 2013, the reduction in the number of directors from seven to five has already been achieved with the resignation of Horst Geicke and Michael Arnold. I am very grateful for, and would like to put on record the Board's appreciation of, the contribution that these directors have made to the Company.
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In terms of the Vietnam property market, the ongoing challenges in real estate persisted throughout the second half of 2012, despite a stabilising macroeconomic environment. Although inflation and interest rates finished the year much lower than in 2011, a lack of liquidity and rising levels of non-performing loans have led to a major decline in credit growth. Banks have become very reluctant to provide new loans, especially for property development and residential mortgages, thus dampening any chance of a broad recovery of the real estate market. As a result, the Company's net asset value declined 6.3 per cent to USD503.8 million or USD1.04 per share as at 31 December 2012 compared to the audited NAV per share of USD1.11 as at 30 June 2012, due to these soft market conditions.
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However, more recently there has been a slight improvement in the number of local and international investors and developers expressing an interest in real estate assets.Β The Manager is, of course, working with these investors with the intention of divesting some of the Company's assets.
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During the period, the Board continued its established practice of revaluing assets to reflect current market conditions. As a point of note, recent changes in the valuation policies applied by the Company signify that every property has been revalued by an independent valuation expert at least once in the last six months and the results have been reflected in the interim financial statements.
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Returning capital to shareholders remains a priority for both the VNL Board and the Manager. While there has been some improvement in the share price since the EGM and the confirmation of the Company's direction for the next three years, the Board and Manager believe that as it becomes more apparent to investors that the new strategy will be successfully executed and cash begins to be returned to shareholders, the share price should respond accordingly.
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Thank you for your continued support.
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Nicholas Brooke
Chairman
VinaLand Limited
27 March 2013
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CONDENSED INTERIM CONSOLIDATED BALANCE SHEET
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Β | Β | 31 December 2012 | 30 June 2012 |
Β | Note | USD'000 | USD'000 |
Β | Β | Β | Β |
ASSETS | Β | Β | Β |
Β | Β | Β | |
Non-current | Β | Β | Β |
Investment properties | 6 | 562,232 | 606,971 |
Property, plant and equipment | 7 | 62,473 | 103,887 |
Goodwill | Β | 3,923 | 3,923 |
Intangible assets | Β | 11,766 | 11,843 |
Investments in associates | 8 | 53,538 | 55,332 |
Prepayments for operating lease assets | Β | 1,119 | 2,944 |
Prepayments for acquisitions of investments | 9 | 50,407 | 53,808 |
Other non-current financial assets | Β | 1,540 | 601 |
Deferred tax assets | 10 | 15,884 | 13,021 |
Β | Β | βββββββ | βββββββ |
Total non-current assets | Β | 762,882 | 852,330 |
Β | Β | βββββββ | βββββββ |
Β | Β | Β | |
Current | Β | Β | Β |
Inventories | 11 | 133,109 | 141,243 |
Trade and other receivables | 12 | 76,073 | 67,697 |
Tax receivables | Β | 2,463 | 4,472 |
Receivables from related parties | Β | 1,543 | 1,450 |
Short-term investments | Β | 2,825 | 949 |
Financial assets at fair value through profit or loss | Β | 3,036 | 3,036 |
Cash and cash equivalents (excluding bank overdrafts) | 13 | 23,856 | 40,076 |
Β | ββββββββ | ββββββββ | |
Total current assets | Β | 242,905 | 258,923 |
Β | βββββββββββ | ββββββββ | |
Assets classified as held for sale | 14 | 55,230 | 23,009 |
Β Total assets | Β | ββββββββ 1,061,017 ββββββββ | ββββββββ 1,134,262 ββββββββ |
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Β | Β Note | 31 December 2012 | 30 June 2012 |
Β | Β | USD'000 | USD'000 |
EQUITY AND LIABILITIES | Β | Β | Β |
Β | Β | Β | Β |
EQUITY | Β | Β | Β |
Equity attributable to equity shareholders of the parent | Β | Β | Β |
Share capital | 15 | 4,842 | 4,935 |
Additional paid-in capital | 16 | 570,360 | 580,835 |
Equity reserve | Β | 10,225 | 3,991 |
Revaluation reserve | 17 | 5,680 | 4,186 |
Translation reserve | Β | (86,757) | (87,509) |
(Accumulated losses)/retained earnings | Β | (507) | 39,910 |
Β | βββββββ | βββββββ | |
Β | 503,843 | 546,348 | |
Non-controlling interests | Β | 169,655 | 180,088 |
Β Total equity | Β | βββββββ 673,498 βββββββ | βββββββ 726,436 βββββββ |
LIABILITIES | Β | Β | Β |
Β | Β | Β | |
Non-current | Β | Β | Β |
Borrowings and debts | 18 | 50,924 | 95,153 |
Non-current trade and other payables | 19 | 31,397 | 30,015 |
Non-current payables to related parties | 31 | 64,230 | 44,882 |
Deferred tax liabilities | 20 | 40,547 | 50,360 |
Β | βββββββ | βββββββ | |
Total non-current liabilities | Β | 187,098 | 220,410 |
Β | βββββββ | βββββββ | |
Current | Β | Β | Β |
Trade and other payables | 21 | 109,591 | 119,784 |
Tax payables | Β | 3,361 | 2,662 |
Payables to related parties | 31 | 10,062 | 36,744 |
Borrowings and debts | 18 | 37,204 | 28,226 |
Β | βββββββ | βββββββ | |
Total current liabilities | Β | 160,218 | 187,416 |
Β | ββββββββββ | βββββββ | |
Liabilities classified as held for sale | 14 | 40,203 | - |
Β Total liabilities | Β | βββββββ 387,519 | ββββββββ 407,826 |
Β Total equity and liabilities | Β | ββββββββ 1,061,017 | ββββββββ 1,134,262 |
Β | ββββββββ | ββββββββ | |
Net assets per share attributable to equity shareholders of the parent (USD per share) | Β 28(c) | Β 1.04 | Β 1.11 |
Β | βββββ | βββββ |
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CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Β Equity attributable to equity shareholders of the parent | ||||||||
Β Β Share capital | Β Additional paid-in capital | Β Β Equity reserve | Β Β Revaluation reserve | Β Β Translation reserve | Retained earnings/ (Accumulated losses) | Β Non- controlling interests | Β Β Totalequity | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Restated | Restated | Restated | Restated | |||||
Balance at 1 July 2011 (Restated) | 4,999 | 588,870 | - | 7,054 | (81,259) | 143,675 | 220,565 | 883,904 |
Loss for the period from 1 July 2011 to 31 December 2011 (Restated) | Β - | Β - | Β - | Β - | Β - | Β (66,380) | (32,070) | Β (98,450) |
Currency translation (Restated) | - | - | - | - | (12,208) | - | (7,378) | (19,586) |
Revaluation losses on buildings | - | - | - | (2,255) | - | - | (821) | Β (3,076) |
Β Total comprehensive income/(loss) | βββββ - βββββ | βββββ - βββββ | βββββ - βββββ | βββββ (2,255) βββββ | βββββββ (12,208) βββββββ | ββββββ (66,380) ββββββ | ββββββ (40,269)Β ββββββ | βββββββ (121,112) βββββββ |
Repurchases of shares | (26) | (3,477) | 1,634 | - | - | - | - | (1,869) |
Capital contributions in subsidiaries | - | - | - | - | - | - | 188 | 188 |
Reversal of non-controlling interests in a subsidiary | - | - | - | - | - | 4,736 | (12,139) | (7,403) |
Β Balance at 31 December 2011 (Restated) | βββββ 4,973 βββββ | βββββββ 585,393 βββββββ | βββββ 1,634 βββββ | βββββ 4,799 βββββ | ββββββ (93,467) ββββββ | ββββββ 82,031 ββββββ | βββββββ 168,345 βββββββ | βββββββ 753,708 βββββββ |
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Balance at 1 July 2012 | 4,935 | 580,835 | 3,991 | 4,186 | (87,509) | 39,910 | 180,088 | 726,436 |
Loss for the period from 1 July 2012 to 31 December 2012 | Β - | Β - | Β - | Β - | Β - | Β (40,117) | Β (17,177) | Β (57,294) |
Currency translation | - | - | - | - | 752 | - | 173 | 925 |
Revaluation gains on buildings (Note 17) | - | - | - | 1,494 | - | - | 1,001 | 2,495 |
Β Total comprehensive loss | βββββ - βββββ | βββββ - βββββ | βββββ - βββββ | βββββ 1,494 βββββ | βββββ 752 βββββ | ββββββ (40,117) ββββββ | βββββ (16,003) βββββ | ββββββ (53,874) ββββββ |
Repurchases of shares | (93) | (10,475) | 6,234 | - | - | - | - | (4,334) |
Capital contributions in subsidiaries | - | - | - | - | - | - | 390 | 390 |
Transferred from shareholder loans | - | - | - | - | - | - | 8,537 | 8,537 |
Dividend distributions to non-controlling interests | (36) | (36) | ||||||
Disposals of subsidiaries | - | - | - | - | - | - | (636) | (636) |
Decrease due to capital reduction | - | - | - | - | - | - | (2,735) | (2,735) |
Acquisition of non-controlling interests in subsidiaries | - | - | - | - | - | (300) | 50 | (250) |
Β Balance at 31 December 2012 | βββββ 4,842 βββββ | ββββββ 570,360 ββββββ | ββββββ 10,225 ββββββ | βββββ 5,680 βββββ | ββββββ (86,757) ββββββ | ββββββ (507) ββββββ | βββββββ 169,655 βββββββ | βββββββ 673,498 βββββββ |
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CONDENSED INTERIM CONSOLIDATED INCOME STATEMENT
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Six months ended | |||
31 December 2012 | 31 December 2011 | ||
Note | USD'000 | USD'000 | |
Restated | |||
Revenue | 22 | 33,532 | 27,158 |
Cost of sales | 23 | (24,908) | (19,265) |
βββββββ | βββββββ | ||
Gross profit | 8,624 | 7,893 | |
Net losses on fair value adjustments of investment properties and revaluations of property, plant andequipment | Β Β 24 | Β Β (56,499) | Β Β (77,339) |
Selling and administration expenses | 25 | (16,857) | (19,088) |
Revaluation gain on investment classified as held for sale | Β 4,062 | Β - | |
(Losses)/gains on disposals of investments | (400) | 4,040 | |
Finance income | 1,607 | 3,517 | |
Finance expenses | (3,374) | (5,481) | |
Share of losses of associates | (1,794) | (137) | |
Other income | 624 | 1,476 | |
Other expenses | 26 | (4,521) | (12,534) |
βββββββ | βββββββ | ||
Loss before income tax from operations | (68,528) | (97,653) | |
Income tax | 27 | 11,234 | (797) |
βββββββ | βββββββ | ||
Loss from operations | (57,294) | (98,450) | |
Attributable to equity shareholders of the parent | (40,117) | (66,380) | |
Attributable to non-controlling interests | (17,177) | (32,070) | |
βββββββ | βββββββ | ||
Loss for the period | (57,294) | (98,450) | |
βββββββ | βββββββ | ||
Loss per share - basic and diluted (USD per share) | Β 28(a) | Β (0.08) | Β (0.13) |
βββββββ | βββββββ | ||
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CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
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Six months ended | |||
31 December 2012 | 31 December 2011 | ||
USD'000 | USD'000 | ||
Restated | |||
Loss for the period | (57,294) | (98,450) | |
Other comprehensive income | |||
Revaluation gain/(reversal) on buildings | 2,495 | (3,076) | |
Exchange differences on translating foreign operations | 925 | (19,586) | |
βββββββ | βββββββ | ||
Other comprehensive income/(loss) for the period | 3,420 | (22,662) | |
Total comprehensive loss for the period | (53,874)) | (121,112) | |
βββββββ | βββββββ | ||
Attributable to equity shareholders of the parent | (37,871) | (80,843) | |
Attributable to non-controlling interests | (16,003) | (40,269) | |
βββββββ (53,874) βββββββ | βββββββ (121,112) βββββββ | ||
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CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended | |||
Β Β | 31 December 2012 | 31 December 2011 | |
Note | USD'000 | USD'000 | |
Restated | |||
Operating activities | |||
Net loss before tax | (68,528) | (97,653) | |
Adjustments for: | |||
Depreciation and amortisation | 3,092 | 5,048 | |
Net losses on fair value adjustments of investment properties and revaluations of property, plant and equipment | Β Β 24 | Β Β 56,499 | Β Β 77,339 |
Gains from disposals of investments | (3,663) | (4,040) | |
Allowance for impairment of assets | 26 | 3,770 | 12,077 |
Losses from written-off account balances | 578 | 1,134 | |
Share of losses of associates | 1,794 | 137 | |
Losses on disposals of fixed assets | 26 | 139 | 229 |
Unrealised foreign exchange losses | 35 | 461 | |
Interest expense | 2,406 | 4,699 | |
Interest income | (1,288) | (2,567) | |
Β Net loss before changes in working capital | ββββββ (5,166) | ββββββ (3,136) | |
Β | ββββββ | ββββββ | |
Change in trade and other assets | 5,438 | 30,939 | |
Change in inventories | (831) | (13,365) | |
Change in trade and other liabilities | (5,107) | (11,680) | |
Income tax paid | (1,053) | (660) | |
Β Net cash (outflow)/inflow to/from operating activities | ββββββ (6,719) ββββββ | ββββββ 2,098 ββββββ | |
Investing activities | |||
Interest received | 1,293 | 2,893 | |
Purchases of investment properties, property, plant and equipment, and other non-current assets | Β (3,582) | Β (25,117) | |
Additional acquisitions of subsidiaries | (250) | - | |
(Deposits)/proceeds from short-term investments | (1,877) | 305 | |
Proceeds from disposals of investments | 930 | 22,833 | |
Cash received from related party for real estate investments | Β 664 | Β - | |
Β Net cash (outflow)/inflow from/to investing activities | βββββ (2,822) βββββ | βββββ 914 βββββ | |
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Six months ended | |||
Β Note | 31 December 2012 | 31 December 2011 | |
USD'000 | USD'000 | ||
Restated | |||
Financing activities | |||
Additional capital contributions from non-controlling interests | 390 | 188 | |
Loan proceeds from banks 18 | 6,610 | 9,774 | |
Loan repayments to banks | (3,854) | (7,378) | |
Ordinary shares acquired by the Company 15 | (4,334) | (1,718) | |
Dividend paid to non-controlling interests | (36) | - | |
Interest paid | (2,495) | (5,100) | |
Capital refunded to non-controlling interests | (2,735) | - | |
Β Net cash outflow to financing activities | ββββββ (6,454) ββββββ | ββββββ (4,234) ββββββ | |
Net changes in cash and cash equivalents for the period | (15,995) | (1,222) | |
Cash and cash equivalents at the beginning of the period | 40,076 | 49,017 | |
Exchange differences on cash and cash equivalents | (225) | (122) | |
Β Cash and cash equivalents at the end of the period | ββββββ 23,856 ββββββ | ββββββ 47,673 ββββββ | |
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Notes to the Condensed Interim Consolidated Financial Statements
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1. GENERAL INFORMATION
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VinaLand Limited ("the Company") is a limited liability company incorporated in the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The Company's primary objective is to focus on key growth segments within Vietnam's emerging real estate market, namely residential, office, retail, industrial and leisure projects in Vietnam and the surrounding countries in Asia. The Company is quoted on the AIM Market of the London Stock Exchange under the ticker symbol VNL.
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At the Extraordinary General Meeting ("EGM") held on 21 November 2012, the shareholders supported both recommendations put forth by the Board regarding the continuation of the Company. As a result, the Special Resolution which called for the continuation of the Company as presently constituted was not passed and the Ordinary Resolution to restructure the Company was passed with over a two-thirds approval rate.
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The Ordinary Resolution established the framework to restructure the Company including changes to the Company's investment strategy, distribution policy, the Investment Manager's remuneration and corporate governance. These changes are summarised as follows:
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Β·; During the three-year period until 21 November 2015 ("the Cash Return Period") the Company will make no new investments, save that it can invest in existing projects within its existing portfolio of assets. The Company will instead implement a realisation strategy whereby the Company's existing assets will be developed (if necessary) and/or divested in a controlled, orderly and timely manner.
Β·; Net proceeds of these realisations will be returned to shareholders, subject to the Board's discretion and consideration in respect of the Company's working capital requirements, the need to invest in existing projects, and the cost/tax efficiency of such transactions/distributions.
Β·; Once the Cash Return Period has ended, shareholders will be given the opportunity to reassess the strategy of the Company through another continuation resolution.
Β·; The fees payable to the Investment Manager have been amended as discussed in Note 31 to these condensed interim consolidated financial statements.
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The Company will implement a new system of corporate governance including publishing further details of its policies in respect of Board tenure and appointment, convening an annual general meeting in 2013 and every year thereafter, reducing the Board's membership from seven to five and reviewing its disclosure policies.
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The condensed interim consolidated financial statements for the six months ended 31 December 2012 were approved for issue by the Company's Board of Directors on 27 March 2013.
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These condensed interim consolidated financial statements have been reviewed, not audited.
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2. BASIS OF PREPARATION
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The Company and its subsidiaries herein are referred to as the Group.
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These condensed interim consolidated financial statements are for the six months ended 31 December 2012. They have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"). They do not include all of the information required in the annual consolidated financial statements which are prepared in accordance with International Financial Reporting Standards ("IFRS"). Accordingly, these financial statements are to be read in conjunction with the annual consolidated financial statements of the Group for the year ended 30 June 2012.
Following the shareholders' approval of the recommendations put forth by the Board regarding the continuation of the Company as disclosed above, these condensed interim consolidated financial statements have been prepared on a going concern basis.
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3. ACCOUNTING POLICIES
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3.1 Accounting policies
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These condensed interim consolidated financial statements (the "interim financial statements") have been prepared in accordance with the accounting policies, methods of computation and presentation adopted in the last annual consolidated financial statements for the year ended 30 June 2012.
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The AIM Rules for Companies require comparative figures for the balance sheet for the corresponding period end in the preceding financial year which differs to IAS 34 which requires comparative figures for the balance sheet for the immediately preceding financial year end. The Group continues to elect to report in accordance with IAS 34 and as such has agreed with the London Stock Exchange a derogation from the above requirement of the AIM Rules for Companies in order to comply with IAS 34.
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Realisation fee
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In accordance with the Amended Management Agreement, the Investment Manager is entitled to receive a share of any realisations of the Group, up to a total amount equalling the previously accrued performance fee payable. The Investment Manager may receive its share of these realisations on a deal-by-deal basis throughout the Cash Return Period. In accordance with the Amended Management Agreement, the amount of performance fees due to the Investment Manager, is re-assessed at each reporting date, taking into account the future expected realisation strategy of the Company. The change in performance fees due to the Investment Manager during the period is included as "realisation fee (expense)/recovery" the condensed interim consolidated income statement and is further described in Note 31 to these condensed interim consolidated financial statements. An expense results from an increase in the realisation fee liability to the Investment Manager, and a recovery of previously expensed realisation fees results from a decrease in the realisation fee liability to the Investment Manager at the reporting date.
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The realisation fee liability is initially recognised at fair value, and subsequently measured based on the realisable value of the investments of the Group on which the realisation fee would be ultimately crystalised, which is estimated using the fair values of those investments at the reporting date. Realisation fees are paid when the relevant investments are sold and proceeds distributed to the Company's shareholders.
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3.2 Restatements
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3.2.1 Foreign exchange differences on fair value adjustments of investment properties and revaluations of property, plant and equipment (Refer to Adjustment 1)
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Prior to 30 June 2011 and 31 December 2011, revaluation adjustments of investment properties and property, plant and equipment held by Vietnamese subsidiaries were recorded by adjusting their USD values translated from VND. These adjustments should have been recorded by adjusting the VND values of such assets before they were translated into USD. The impact of this treatment combined with the devaluation of the VND against USD has been to understate the Group's profit or loss and overstate its other comprehensive income. As a result, the Group's retained earnings and translation reserve as at 30 June 2011 and 31 December 2011 were understated and overstated, respectively, although this has no impact on the Group's total net assets (including the allocations to non-controlling interests) and total comprehensive income as previously reported.
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3.2.2 Adjustment of land costs (Refer to Adjustment 2)
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In 2007, the Group established a joint venture with a Vietnamese state-owned enterprise. Under the terms of the joint venture agreement, the subsidiary which was set up as the legal entity of the joint venture was required to pay to the Vietnamese joint venture partner any additional costs associated with procuring the land. The finalisation of the land costs was not completed until August 2011 when an annex to the joint venture agreement was signed which required the subsidiary to pay USD25.7 million of additional land costs. Having reviewed the original agreement and subsequent documentation and approvals, management has determined that the future land costs could be estimated and therefore recorded prior to 30 June 2010. As a consequence, as at 30 June 2010 and 30 June 2011, the Group's retained earnings, non-controlling interests and deferred tax liabilities were overstated and non-current trade and other payables were understated. The overstatement of this item on net assets attributable to equity shareholders of the Company was USD8.95 million for both years. Since the liability was recorded by 31 December 2011 while it should have been recognised prior to 30 June 2010, the Group's loss from operation and loss attributable to equity shareholders of the parent for the six months ended 31 December 2011 were overstated by USD8.95 million, respectively.
Β
The impact of the restatements on the selected line items of the condensed interim consolidated financial statements is presented below:
Β
Selected data extracted from the condensed interim consolidated balance sheet and/or condensed interim consolidated statement of changes in equity:
Β
Β | As previously reported | Β Adjustment (1) | Β Adjustment (2) | Β Β Restated |
Β | USD'000 | USD'000 | USD'000 | USD'000 |
As at 1 July 2011 | Β | Β | Β | Β |
Translation reserve | (40,897) | (40,362) | - | (81,259) |
Retained earnings | 112,262 | 40,362 | (8,949) | 143,675 |
ββββββ | ββββββ | ββββββ | ββββββ | |
Net assets attributable to equity shareholders of the parent | Β 672,288 | Β - | Β (8,949) | Β 663,339 |
Non-controlling interests | 233,298 | - | (12,733) | 220,565 |
ββββββ | βββββ | ββββββ | ββββββ | |
Total equity | 905,586 | - | (21,682) | 883,904 |
Β | Β | Β | Β | |
LIABILITIES | Β | Β | Β | Β |
Non-current | Β | Β | Β | Β |
Non-current trade and other payables | 6,435 | - | 25,659 | 32,094 |
Deferred tax liabilities | 51,056 | - | (3,977) | 47,079 |
Β | Β | Β | Β | |
Net assets per share attributable to equity shareholders of the parent (USD per share) | Β 1.34 | Β - | Β (0.01 | Β 1.33 |
ββββββ | ββββββ | ββββββ | ββββββ |
Β
Β | As previously reported | Β Adjustment (1) | Β Adjustment (2) | Β Β Restated |
Β | USD'000 | USD'000 | USD'000 | USD'000 |
As at 31 December 2011 | Β | Β | Β | Β |
Translation reserve | (46,610) | (46,857) | - | (93,467) |
Retained earnings | 35,174 | 46,857 | - | 82,031 |
ββββββ | ββββββ | ββββββ | ββββββ |
Β
Selected data extracted from the condensed interim consolidated income statement/ condensed interim consolidated statement of comprehensive income:
Β
Six months ended 31 December 2011 | ||||
As previously reported | Β Adjustment (1) | Β Adjustment (2) | Β Β Restated | |
USD'000 | USD'000 | USD'000 | USD'000 | |
Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment | Β Β (112,415) | Β Β 9,417 | Β Β 25,659 | Β Β (77,339) |
βββββββ | βββββ | ββββββ | ββββββ | |
Loss before income tax from operations | (132,729) | 9,417 | 25,659 | (97,653) |
Income tax | 3,180 | - | (3,977) | (797) |
βββββββ | βββββ | ββββββ | ββββββ | |
Loss from operations | (129,549) | 9,417 | 21,682 | (98,450) |
Attributable to equity shareholders of the parent | (81,824) | 6,495 | 8,949 | (66,380) |
Attributable to non-controlling interests | (47,725) | 2,922 | 12,733 | (32,070) |
βββββββ | βββββ | ββββββ | ββββββ | |
Loss for the period | (129,549) | 9,417 | 21,682 | (98,450) |
βββββββ | βββββ | ββββββ | ββββββ | |
Loss per share - basic and diluted (USD per share) | Β (0.16) | Β 0.013 | Β 0.018 | Β (0.13) |
ββββββ | βββββ | βββββ | βββββ | |
Β
Six months ended 31 December 2011 | ||||
As previously reported | Β Adjustment (1) | Β Adjustment (2) | Β Β Restated | |
USD'000 | USD'000 | USD'000 | USD'000 | |
Loss for the period | (129,549) | 9,417 | 21,682 | (98,450) |
Other comprehensive income | ||||
Exchange differences on translating foreign operations | Β (10,169) | Β (9,417) | Β - | Β (19,586) |
βββββββ | ββββββ | ββββββ | βββββββ | |
Other comprehensive loss for the period | (13,245) | (9,417) | - | (22,662) |
Total comprehensive loss for the period | (142,794) | - | 21,682 | (121,112) |
Β Attributable to equity shareholders of the parent | βββββββ (89,792) | ββββββ - | βββββ 8,949 | βββββββ (80,843) |
Attributable to non-controlling interests | (53,002) | - | 12,733 | (40,269) |
βββββββ (142,794) βββββββ | βββββ - βββββ | ββββββ 21,682 ββββββ | βββββββ (121,112) βββββββ | |
Β
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Β
When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and may not equal the estimated results.
Β
Information about significant judgements, estimates and assumptions that have the most effect on recognition and measurement of assets, liabilities, income and expenses were the same as those that applied to the last annual consolidated financial statements for the year ended 30 June 2012.
Β
As of the date of the Ordinary Resolution, management has assessed that the fair value of the realisation fee liability under the restructured terms is equivalent to the fair value of the derecognised performance fee liability of the Group, which was extinguished at that date (USD28.2 million).
Β
Payment of any realisation fees is contingent on the Group realising their portfolio investments and making distributions to the shareholders of the Company. Given that the Group is adopting a new realisation strategy during the Cash Return Period it is reasonable to assume that it is highly likely that the accrued realisation fees will be paid to the Investment Manager.
Β
5. SEGMENT ANALYSIS
Β
In identifying its operating segments, management generally follows the Group's sectors of investment which are based on internal management reporting information for the Investment Manager's management, monitoring of investments and decision making. The operating segments by investment portfolio include Commercial, Residential, office buildings and undetermined use, Hospitality, Mixed-use segments and Cash and short-term investments.
Β
The activities undertaken by the Commercial segment include the development and operation of investment properties. Apartments and villas properties which are developed for sales, land, office buildings and properties held for undetermined future use are included in Residential, office building and undetermined use properties segment. The Hospitality segment includes the development and operation of hotels and related services. Strategic decisions are made on the basis of segment operating results.
Β
The operating segments are managed and monitored separately by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses segment profit or loss using a measure of operating profit or loss from the investment assets. Although IFRS 8 requires measurement of segmental profit or loss, the majority of expenses are common to all segments and therefore cannot be individually allocated. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.
Β
There is no measure of segment liabilities regularly reported to the Investment Manager, therefore liabilities are not disclosed in the sector analyses.
Β
Segment information can be analysed as follows for the reporting periods under review:
Β
(a) Condensed Interim Consolidated Income Statement
Β
Β | Six months ended 31 December 2012 | ||||
Β | Β Β Β Β Commercial | Residential, office building and undetermined use | Β Β Β Β Hospitality | Β Β Β Β Mixed use | Β Β Β Β Total |
Β | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
Β | Β | Β | Β | Β | Β |
Revenue | - | 18,464 | 15,068 | - | 33,532 |
Other income | 6 | 370 | 202 | 46 | 624 |
Finance income | 9 | 1,034 | 91 | 473 | 1,607 |
Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment | (444) | (31,313) | (2,700) | (22,042) | (56,499) |
Losses on disposals of investments | - | (383) | 4,062 | (17) | 3,662 |
Share of profits/(losses) of associates | - | (1,642) | (157) | 5 | (1,794) |
Β Total | βββββββ (429) | βββββββ (13,470) | βββββββ 16,566 | βββββββ (21,535) | βββββββ (18,868) |
Cost of sales | - | (16,030) | Β (8,878) | - | (24,908) |
Β | βββββββ | βββββββ | βββββββ | βββββββ | βββββββ |
Profit/(loss) before unallocated expenses | (429) | (29,500) | 7,688 | (21,535) | (43,776) |
Selling and administration expenses | Β | Β | Β | Β | (16,857) |
Other expenses | Β | Β | Β | Β | (4,521) |
Finance expenses | Β | Β | Β | Β | (3,374) |
Β Loss before tax | Β | Β | Β | Β | βββββββ (68,528) |
Income tax | Β | Β | Β | Β | 11,234 |
Β Net loss for the period | Β Β | Β | Β | Β | βββββββ (57,294) βββββββ |
Β
Β | Six months ended 31 December 2011 (Restated) | ||||
Β | Β Β Β Β Commercial | Residential, office building and undetermined use | Β Β Β Β Hospitality | Β Β Β Β Mixed use | Β Β Β Β Total |
Β | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
Β | Β | Β | Β | Β | Β |
Revenue | - | 12,571 | 14,587 | - | 27,158 |
Other income | - | 3,054 | 250 | (1,828) | 1,476 |
Finance income | 26 | 1,442 | 1,020 | 1,029 | 3,517 |
Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment | Β Β (2,903) | Β Β (30,308) | Β Β (5,889) | Β Β (38,239) | Β Β (77,339) |
Gain on disposal of investments | - | 4,040 | - | - | 4,040 |
Share of profits/(losses) of associates | 21 | (840) | 694 | (12) | (137) |
Β Total | βββββββ (2,856) | βββββββ (10,041) | βββββββ 10,662 | βββββββ (39,050) | βββββββ (41,285) |
Cost of sales | - | (10,575) | (8,690) | - | (19,265) |
Β | βββββββ | βββββββ | βββββββ | βββββββ | βββββββ |
Profit/(loss) before unallocated expenses | (2,856) | (20,616) | 1,972 | (39,050) | (60,550) |
Selling and administration expenses | Β | Β | Β | Β | (19,088) |
Other expenses | Β | Β | Β | Β | (12,534) |
Finance expenses | Β | Β | Β | Β | (5,481) |
Β Loss before tax | Β | Β | Β | Β | βββββββ (97,653) |
Income tax | Β | Β | Β | Β | (797) |
Β Net loss for the period | Β Β | Β | Β | Β | βββββββ (98,450) βββββ |
Β
Β
(b) Condensed Interim Consolidated Balance Sheet
Β
Β | As at 31 December 2012 | |||||
Β | Β Β Β Β Commercial | Residential, office buildings and undetermined use | Β Β Β Β Hospitality | Β Β Β Mixed use | Β Β Cash and short-term investments | Β Β Β Β Total |
Β | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
Β | Β | Β | Β | Β | Β | Β |
Investment properties | 4,700 | 394,572 | - | Β 162,960 | - | Β 562,232 |
Property, plant and equipment | 1 | 16,492 | 45,788 | Β 192 | - | 62,473 |
Goodwill and intangible assets | - | 7,943 | 7,726 | 20 | - | 15,689 |
Investments in associates | 18,581 | 28,990 | 5,967 | - | - | 53,538 |
Prepayments for acquisitions of investments | - | 36,122 | 14,285 | - | - | 50,407 |
Inventories | - | 101,792 | Β 507 | 30,810 | - | Β 133,109 |
Cash and cash equivalents | - | - | - | - | Β 23,856 | 23,856 |
Trade and other receivables | Β 22 | 68,815 | Β 2,179 | 7,520 | - | 78,536 |
Financial assets at fair value through profit or loss | - | 2,287 | - | Β 749 | - | Β 3,036 |
Short-term investments | - | - | - | - | 2,825 | Β 2,825 |
Assets and disposal group classified as held for sale | - | - | 45,099 | 10,131 | - | 55,230 |
Other assets | 217 | 15,742 | Β 2,521 | Β 1,606 | - | 20,086 |
Β Total assets | ββββββ 23,521 ββββββ | βββββββ 672,755 βββββββ | βββββββ 124,072 βββββββ | βββββββ 213,988 βββββββ | βββββββ 26,681 βββββββ | βββββββ 1,061,017 βββββββ |
Β
Β | As at 30 June 2012 | |||||
Β | Β Β Β Β Commercial | Residential, office buildings and undetermined use | Β Β Β Β Hospitality | Β Β Β Mixed use | Β Β Cash and short-term investments | Β Β Β Β Total |
Β | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
Β | Β | Β | Β | Β | Β | Β |
Investment properties | 5,100 | 413,624 | - | 188,247 | - | 606,971 |
Property, plant and equipment | - | 13,068 | 90,737 | 82 | - | 103,887 |
Goodwill and intangible assets | - | 7,955 | 7,808 | 3 | - | 15,766 |
Investments in associates | 18,577 | 30,747 | 6,008 | - | - | 55,332 |
Prepayments for acquisitions of investments | Β - | Β 30,683 | Β 15,125 | Β 8,000 | Β - | Β 53,808 |
Inventories | - | 105,706 | 608 | 34,929 | - | 141,243 |
Cash and cash equivalents | - | - | - | - | 40,076 | 40,076 |
Trade and other receivables | 42 | 54,719 | 3,534 | 13,874 | - | 72,169 |
Financial assets at fair value through profit or loss | Β - | Β 2,287 | Β - | Β 749 | Β - | Β 3,036 |
Short-term investments | - | - | - | - | 949 | 949 |
Assets and disposal group classified as held for sale | Β - | Β 10,827 | Β - | Β 12,182 | Β - | Β 23,009 |
Other assets | 131 | 13,613 | 4,013 | 259 | - | 18,016 |
Β Total assets | ββββββ 23,850 ββββββ | βββββββ 683,229 βββββββ | βββββββ 127,833 βββββββ | βββββββ 258,325 βββββββ | βββββββ 41,025 βββββββ | βββββββ 1,134,262 βββββββ |
Β
6. INVESTMENT PROPERTIES
Β
31 December 2012 | 30 June 2012 | |
USD'000 | USD'000 | |
Β | ||
Opening balance (1 July 2012/1 July 2011) | 606,971 | 693,185 |
Additions during the period/year | 2,753 | 13,144 |
Transfers from property, plant and equipment (Note 7) | 497 | 689 |
Net losses from fair value adjustments of investment properties for the period/year (Note 24) | Β (53,799) | Β (81,795) |
Disposals | (3,000) | - |
Transfers from prepayments for operating lease assets | - | 1,568 |
Transfers from/(to) inventories (Note 11) | 8,871 | (10,687) |
Translation differences | (61) | (9,133) |
Β Closing balance | βββββββ 562,232 βββββββ | βββββββ 606,971 βββββββ |
Β
7. PROPERTY, PLANT AND EQUIPMENT
Β
Β Β | Buildings, hotels and golf courses | Machinery, plant and equipment | Furniture, fixtures and office equipment | Β Β Motor vehicles | Β Β Construction in progress | Β Β Β Total | Β | ||
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | Β | |||
Β | |||||||||
Gross carrying amount | Β | ||||||||
At 1 July 2012 | 152,975 | 25,553 | 3,466 | 2,021 | 37,352 | 221,367 | Β | ||
Additions | 25 | 706 | 54 | 6 | - | 791 | Β | ||
Reclassification | - | (310) | 310 | - | - | - | Β | ||
Transfers to investment properties (Note 6) | Β - | Β - | Β - | Β - |
(497) | Β (497) | Β | ||
Transfers to held for sale (Note 14) | (34,975) | (3,509) | (261) | (656) | Β - |
(39,401) | Β | ||
Disposals and written-off | (1) | (237) | (10) | (242) | - | (490) | Β | ||
Revaluation gains (Note 17) | 2,495 | - | - | - | - | 2,495 | Β | ||
Translation differences | (598) | (15) | (12) | (7) | (4) | (636) | Β | ||
Β At 31 December 2012 | βββββββ 119,921 βββββββ | βββββββ 22,188 βββββββ | βββββββ 3,547 βββββββ | βββββββ 1,122 βββββββ | βββββββ 36,851 βββββββ | βββββββ 183,629 βββββββ | Β | ||
Β | |||||||||
Depreciation and revaluations | Β | ||||||||
At 1 July 2012 | (76,613) | (13,191) | (1,838) | (793) | (25,045) | (117,480) | |||
Charge for the period | (1,571) | (1,021) | (356) | (60) | (3,008) | ||||
Disposals and written-off | - | 237 | 3 | 111 | - | 351 | |||
Transfers to held for sale (Note 14) | Β 161 | Β 85 | Β 137 | Β 27 | Β - | Β 410 | |||
Revaluation losses (Note 24) | Β (1,405) | - | - | - | - | (1,405) | |||
Translation differences | (10) | (12) | - | (2) | - | (24) | |||
Β At 31 December 2012 | βββββββ (79,438) βββββββ | βββββββ (13,902) βββββββ | βββββββ (2,054) βββββββ | βββββββ (717) βββββββ | βββββββ (25,045) βββββββ | βββββββ (121,156) βββββββ | |||
Carrying value | |||||||||
At 1 July 2012 | 76,362 | 12,362 | 1,628 | 1,228 | 12,307 | 103,887 | |||
Β At 31 December 2012 | βββββββ 40,483 βββββββ | βββββββ 8,286 βββββββ | βββββββ 1,493 βββββββ | βββββββ 405 βββββββ | βββββββ 11,806 βββββββ | βββββββ 62,473 βββββββ | |||
Buildings, equipment and construction in progress which belong to Roxy Vietnam Co. Ltd. with a total carrying value of USD15.6 million as at 31 December 2012 (30 June 2012: USD16.7 million) are pledged as security for bank borrowings disclosed in Note 18.
Β
For the comparative period:
Β
Β Β | Buildings, hotels and golf courses | Machinery, plant and equipment | Furniture, fixtures and office equipment | Β Β Motor vehicles | Β Β Construction in progress | Β Β Β Total | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | ||
Gross carrying amount | |||||||
At 1 July 2011 | 147,195 | 25,541 | 2,634 | 2,101 | 39,676 | 217,147 | |
Additions | 7,965 | 214 | 78 | 154 | - | 8,411 | |
Transfers from construction in progress | Β 1,424 | Β (19) | Β 787 | Β - | Β (2,192) | Β - | |
Transfers to inventories (Note 11) | Β (853) | Β - | Β - | Β - | Β - | Β (853) | |
Transfers to investment properties (Note 6) | Β (689) | Β - | Β - | Β - | Β - | Β (689) | |
Disposals and write-offs | (13) | (127) | (22) | (213) | - | (375) | |
Translation differences | (2,054) | (56) | (11) | (21) | (132) | (2,274) | |
Β At 30 June 2012 | ββββββ 152,975 ββββββ | βββββ 25,553 βββββ | ββββ 3,466 ββββ | ββββ 2,021 ββββ | βββββ 37,352 βββββ | ββββββ 221,367 ββββββ | |
Depreciation and revaluations | |||||||
At 1 July 2011 | (48,744) | (10,835) | (1,182) | (644) | (25,045) | (86,450) | |
Charge for the year | (449) | (2,488) | (663) | (245) | - | (3,845) | |
Reclassifications | - | 14 | (14) | - | - | - | |
Disposals and write-offs | 13 | 110 | 15 | 91 | - | 229 | |
Revaluation losses | (27,486) | - | - | - | - | (27,486) | |
Translation differences | 53 | 8 | 6 | 5 | - | 72 | |
Β At 30 June 2012 | βββββ (76,613) βββββ | βββββ (13,191) βββββ | ββββ (1,838) ββββ | ββββ (793) ββββ | ββββββ (25,045) ββββββ | ββββββ (117,480) ββββββ | |
Carrying value | |||||||
At 1 July 2011 | 98,451 | 14,706 | 1,452 | 1,457 | 14,631 | 130,697 | |
Β At 30 June 2012 | βββββ 76,362 ββββββ | βββββ 12,362 ββββββ | ββββ 1,628 βββββ | βββββ 1,228 βββββ | ββββββ 12,307 ββββββ | βββββββ 103,887 βββββββ | |
Β
8. INVESTMENTS IN ASSOCIATES
Β
31 December 2012 | 30 June 2012 | |
Β USD'000 | USD'000 | |
Opening balance (1 July 2012/1 July 2011) | 55,332 | 83,994 |
Disposals | - | (26,862) |
Transfers to assets classified as held for sale | - | (1,147) |
Share of losses of associates | (1,794) | (653) |
Β Closing balance | ββββββ 53,538 ββββββ | ββββββ 55,332 ββββββ |
Β
9. PREPAYMENTS FOR ACQUISITIONS OF INVESTMENTS
Β
Β Β | 31 December 2012 | 30 June 2012 |
USD'000 | USD'000 | |
Opening balance (1 July 2012/1 July 2011) | 60,869 | 71,188 |
Additions during the period/year | 370 | - |
Transfers to assets classified as held for sale | - | (10,319) |
ββββββ | ββββββ | |
61,239 | 60,869 | |
Allowance for impairment | (10,832) | (7,061) |
ββββββ | ββββββ | |
50,407 | 53,808 | |
| ββββββ | ββββββ |
As at 31 December 2012, impairment allowances of USD5.8 million (30 June 2012: USD2.7 million) and USD4.5 million (30 June 2012: USD4.4 million) have been made against the prepayments for acquisitions of investments of USD10.7 million for the Long Truong project and USD26.9 million for Truong Thinh Garden project, respectively.
Β
10. DEFERRED TAX ASSETS
Β
31 December 2012 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance (1 July 2012/1 July 2011) | 13,021 | 16,301 |
Net change in the period/year | 2,863 | (3,280) |
Β Closing balance | βββββββ 15,884 | βββββββ 13,021 |
βββββββ | βββββββ | |
Deferred tax asset to be recovered after more than 12 months | Β 15,292 | Β 10,122 |
Deferred tax asset to be recovered within 12 months | 592 | 2,899 |
βββββββ | βββββββ | |
15,884 | 13,021 | |
βββββββ | βββββββ |
Β
11. INVENTORIES
Β
31 December 2012 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance (1 July 2012/1 July 2011) | 141,243 | 117,476 |
Net additions during the period/year | 14,106 | 48,099 |
Transfers (to)/from investment properties (Note 6) | (8,871) | 10,687 |
Transfers from property, plant and equipment (Note 7) | - | 853 |
Transfers to cost of sales | (13,548) | (33,886) |
Reclassification to assets classified as held for sale | (94) | - |
Translation differences | 273 | (1,986) |
βββββββ 133,109 βββββββ | βββββββ 141,243 βββββββ |
Β
12. TRADE AND OTHER RECEIVABLES
Β
31 December 2012 | 30 June 2012 | |
USD'000 | USD'000 | |
Trade receivables | 5,388 | 5,621 |
Loans to non-controlling interests | 19,659 | 19,659 |
Compensation receivable for property exchanged | 22,437 | 23,248 |
Receivables from non-controlling interests | 573 | 573 |
Receivables from disposals of subsidiaries | 18,533 | 7,852 |
Interest receivables | 5,635 | 5,641 |
Prepayments to suppliers | 8,754 | 7,755 |
Short-term prepaid expenses | 1,122 | 1,066 |
Other receivables | 6,442 | 8,752 |
ββββββ | ββββββ | |
88,543 | 80,167 | |
Allowance for impairment | (12,470) | (12,470) |
ββββββ 76,073 ββββββ | ββββββ 67,697 ββββββ |
Β
All trade and other receivables are short-term in nature and their carrying values, after allowances for impairment, approximate their fair values at the date of the condensed interim consolidated balance sheet.
Β
13. CASH AND CASH EQUIVALENTS (EXCLUDING BANK OVERDRAFTS)
Β
Β Β | 31 December 2012 | 30 June 2012 |
USD'000 | USD'000 | |
Cash on hand | 2,772 | 6,151 |
Cash at banks | 5,103 | 12,242 |
Cash equivalents | 15,981 | 21,683 |
ββββββ | ββββββ | |
23,856 | 40,076 | |
ββββββ | ββββββ |
Β
At 31 December 2012, cash and cash equivalents held at the Company level amounted to USD4.0 million (30 June 2012: USD10.8 million). The remaining balance of cash and cash equivalents is held by subsidiaries in Vietnam. Cash held in Vietnam is subject to restrictions imposed by co-investors and the Vietnamese government and therefore it cannot be transferred out of Vietnam unless such restrictions are satisfied.
Β
14. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
Β
Summary of the assets/(liabilities) held for sale at the period end:
Β
31 December 2012 | |||||
Attributable to | |||||
Assets classified as held for sale | Liabilities classified as held for sale | Net assets classified as held for sale | Non-controlling interests | Equity shareholders of the parent | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
East Ocean Real Estate & Tourist Joint Stock Company Long An Projects | Β 45,099 7,531 | Β 40,203 - | Β 4,896 7,531 | Β 1,816 1,883 | Β 3,080 5,648 |
Danang Marina Co., Ltd. | 2,600 | - | 2,600 | - | 2,600 |
βββββββ 55,230 βββββββ | ββββββ 40,203 ββββββ | βββββββ 15,027 βββββββ | βββββ 3,699 βββββ | βββββββ 11,328 βββββββ | |
Β
Buildings, equipment and construction included in assets held for sale which belong to East Ocean Real Estate and Tourism Joint Stock Company with a total carrying value of USD41.6 million as at 31 December 2012 (30 June 2012: USD34.0 million) are pledged as security for bank borrowings as disclosed in Note 18.
Β
30 June 2012 | |||||
Attributable to | |||||
Assets classified as held for sale | Liabilities classified as held for sale | Net assets classified as held for sale | Non-controlling interests | Equity shareholders of the parent | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Oriental Sea Co., Ltd. | 10,827 | - | 10,827 | - | 10,835 |
Long An projects | 9,582 | - | 9,582 | 2,395 | 7,187 |
Danang Marina Co., Ltd. | 2,600 | - | 2,600 | - | 2,600 |
βββββ 23,009 βββββ | ββββββ - ββββββ | βββββ 23,009 βββββ | βββββ 2,395 βββββ | βββββ 20,622 βββββ | |
Β
At the consolidated balance sheet date, the above sale transactions were not completed and so the assets and liabilities of the above entities were classified as non-current assets and liabilities held for sale. East Ocean Real Estate and Tourism Joint Stock Company and Danang Marina Co., Ltd. continue to be classified as held for sale because certain conditions in the relevant sale and purchase agreements have not been fulfilled.
Β
15. SHARE CAPITAL
Β
The number of shares in issue and fully paid up of the Company is 493,487,622 ordinary shares of USD0.01 each. The Company deems investors holding more than a 10% beneficial interest in the ordinary shares of the Company as major shareholders. As at 31 December 2012, no investor held more than 10% of the ordinary shares in the Company (30 June 2012: nil).
Β
Β | 31 December 2012 | 30 June 2012 | ||
Β | Number of shares Β | Β USD'000 | Number of shares | Β USD'000 |
Authorised: Ordinary shares of USD0.01 each | Β 500,000,000 βββββββββ | Β 5,000 βββββ | Β 500,000,000 βββββββββ | Β 5,000 βββββ |
Issued and fully paid: | Β | Β | Β | Β |
Opening balance (1 July 2012/ 1 July 2011) | 493,487,622 | 4,935 | 499,967,622 | 4,999 |
Shares repurchased | (9,329,397) | (93) | (6,480,000) | (64) |
Β Closing balance | ββββββββββ 484,158,225 ββββββββββ | βββββ 4,842 βββββ | ββββββββββ 493,487,622 ββββββββββ | βββββ 4,935 βββββ |
Β
During the period, the Company repurchased and cancelled 9,329,395 of its ordinary shares (period ended 31 December 2011: 6,480,000 shares) for a total cash consideration of USD4.3 million (period ended 31 December 2011: USD4.1 million) at an average cost USD0.46 per share (period ended 31 December 2011: USD0.63 per share). The difference between the costs of the shares repurchased and their net asset value has been recorded in equity reserve.
Β
16. ADDITIONAL PAID-IN CAPITAL
Β
Additional paid-in capital represents the excess of consideration received over the par value of shares issued.
Β
Β | 31 December 2012 | 30 June 2012 |
Β | USD'000 | USD'000 |
Β | Β | Β |
Opening balance (1 July 2012/1 July 2011) | 580,835 | 588,870 |
Shares repurchased to be cancelled | (10,475) | (8,035) |
Β Closing balance | βββββββ 570,360 βββββββ | βββββββ 580,835 βββββββ |
Β
17. REVALUATION RESERVE
Β
Β Β | 31 December 2012 | 30 June 2012 |
USD'000 | USD'000 | |
Opening balance (1 July 2012/1 July 2011) | 4,186 | 7,054 |
Revaluation gains/(reversal) on buildings | 2,495 | (4,003) |
Transfer of share of revaluation gain/(reversal) attributable to non-controlling interests | Β (1,001) | Β 1,135 |
ββββββ | βββββ | |
5,680 | 4,186 | |
ββββββ | βββββ |
Β
18. BORROWINGS AND DEBTS
Β
31 December 2012 | 30 June 2012 | |
USD'000 | USD'000 | |
Long-term borrowings: | ||
Bank borrowings | 105,293 | 102,733 |
Loans from non-controlling interests Β Less: | 1,219 | 1,246 |
Current portion of long-term borrowings and debts | (18,582) | (8,826) |
Transfers to liabilities classified as held for sale (Note 14) | Β (37,006) | Β - |
ββββββ 50,924 ββββββ | ββββββ 95,153 ββββββ | |
Short-term borrowings: | ||
Bank borrowings | 19,623 | 19,400 |
Current portion of long-term borrowings and debts | 18,582 | 8,826 |
Transfers to liabilities classified as held for sale (Note 14) | Β (1,001) | Β - |
βββββββ 37,204 βββββββ | βββββββ 28,226 βββββββ | |
Β Total borrowings and debts | 88,128 βββββββ | 123,379 βββββββ |
Β
Bank borrowings mature at a range of dates until September 2015 and bear average annual interest rates of 21% for amounts in VND and 6% for amounts in USD (30 June 2012: 21% for amounts in VND and 6% for amounts in USD).
Β
All bank borrowings are secured by certain investment properties, property, plant and equipment and assets classified as held for sale of the Group (Notes 6, 7 and 14).
Β
The maturity of the Group's borrowings at the end of the reporting period is as follows:
Β
31 December 2012 | 30 June 2012 | |
USD'000 | USD'000 | |
6 months or less | 9,291 | 7,344 |
6-12 months 1-5 years | 27,913 50,924 | 20,882 81,468 |
Over 5 years | - | 13,685 |
βββββ 88,128 βββββ | βββββ 123,379 βββββ |
Β
The fair value of current borrowings equals their carrying amounts, as the impact of discounting is not significant. The fair value of long-term bank borrowings is USD97.7 million (30 June 2012: USD129.9 million).
Β
The Group's borrowings are denominated in the following currencies:
Β
31 December 2012 | 30 June 2012 | |
USD'000 | USD'000 | |
VND | 48,228 | 44,974 |
USD | 39,900 | 78,405 |
βββββ 88,128 βββββ | βββββ 123,379 βββββ |
Β
During the period, the Group's subsidiaries borrowed USD6.6 million (six months ended 31 December 2011: USD9.8 million) from banks to finance working capital and property development activities.
Β
19. NON-CURRENT TRADE AND OTHER PAYABLES
The balances as at 31 December 2012 and 30 June 2012 include VND535 billion, equivalent to USD25.7 million, due to a minority shareholder in a joint venture company representing the remaining amount payable to reimburse land acquisition costs incurred by that shareholder. The payable bears interest at a rate of 12% p.a. from the date a land used right certificate is issued under the name of the joint venture company. The principal and interest of the payable will be paid when the joint venture company obtains a credit facility. Payments will then be made based on the draw down schedule of the credit facility.
Β
20. DEFERRED TAX LIABILITIES
31 December 2012 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance (1 July 2012/1 July 2011) | 50,360 | 47,079 |
Net (decrease)/increase during the period/year from fair value adjustments of investment properties and property, plant and equipment | Β Β (9,813) | Β Β 3,281 |
Β Closing balance | ββββββ 40,547 ββββββ | ββββββ 50,360 ββββββ |
Deferred tax liability to be recovered after more than 12 months | Β 38,820 | Β 45,204 |
Deferred tax liability to be recovered within 12 months | 1,727 | 5,156 |
ββββββ | ββββββ | |
40,547 | 50,360 | |
ββββββ | ββββββ |
Β
Deferred tax liabilities are the amounts of income taxes for settlement in future periods in respect of temporary differences between the carrying amounts of revalued assets and their tax bases.
Β
21. TRADE AND OTHER PAYABLES
Β | 31 December 2012 | 30 June 2012 |
Β | USD'000 | USD'000 |
Β | Β | |
Trade payables | 2,981 | 4,765 |
Payables for property acquisitions and land compensation | Β 32,288 | Β 32,807 |
Deposits from property buyers | 4,750 | 7,859 |
Payables to non-controlling interests | 10,076 | 8,574 |
Deposits from customers of residential projects | 52,297 | 57,283 |
Interest payables | 80 | 169 |
Other accrued liabilities | 4,178 | 4,672 |
Other payables | 2,941 | 3,655 |
Β | βββββββ 109,591 βββββββ | βββββββ 119,784 βββββββ |
Β
All trade and other payables are short-term in nature. Their carrying values approximate their fair values as at the date of the condensed interim consolidated balance sheet.
Β
22. REVENUE
Β
Β | Six months ended | |
Β | 31 December 2012 | 31 December 2011 |
Β | USD'000 | USD'000 |
Β | Β | |
Residential and office buildings | 18,464 | 12,571 |
Hospitality | 15,068 | 14,587 |
Β | ββββββ 33,532 ββββββ | ββββββ 27,158 ββββββ |
23. COST OF SALES
Β
Β | Six months ended | |
Β | 31 December 2012 | 31 December 2011 |
Β | USD'000 | USD'000 |
Β | Β | |
Residential and office buildings | 16,030 | 10,575 |
Hospitality | 8,878 | 8,690 |
Β | ββββββ 24,908 ββββββ | ββββββ 19,265 ββββββ |
Β
24. LOSS ON FAIR VALUE ADJUSTMENTS OF INVESTMENT PROPERTIES AND REVALUATIONS OF PROPERTY, PLANT AND EQUIPMENT
Β
Β | Six months ended | |
Β | 31 December 2012 | 31 December 2011 |
Β | USD'000 | USD'000 |
Investment properties | (Restated) | |
By real estate sector: | Β | |
- Commercial | (444) | (2,903) |
- Residential, office buildings and undetermined use | (31,313) | (30,308) |
- Mixed use | (22,042) | (38,239) |
Β | βββββββ | βββββββ |
Β | (53,799) | (71,450) |
Property, plant and equipment | Β | |
Hospitality | (2,700) | (5,889) |
Β Net losses on fair value adjustments of investment properties and revaluations of property, plant and equipment Β | βββββββ Β Β (56,499) βββββββ | βββββββ Β Β (77,339) βββββββ |
Β
25. SELLING AND ADMINISTRATION EXPENSES
Β
Β | Six months ended | |
Β | 31 December 2012 | 31 December 2011 |
Β | USD'000 | USD'000 |
Β | Β | |
Management fees (Note 31) | 5,236 | 6,592 |
Professional fees (*) | 2,216 | 3,272 |
Depreciation and amortisation (*) | 1,824 | 1,191 |
General and administration expenses (*) | 2,656 | 1,956 |
Staff costs (*) | 2,772 | 2,546 |
Outside service costs (*) | 2,153 | 3,531 |
Β | ββββββ 16,857 ββββββ | ββββββ 19,088 ββββββ |
(*) These expenses primarily relate to the operating activities of the Group's subsidiaries.
Β
26. OTHER EXPENSES
Β
Β | Six months ended | |
Β | 31 December 2012 | 31 December 2011 |
Β | USD'000 | USD'000 |
Β | Β | |
Allowances for impairments of assets | 3,770 | 12,077 |
Losses on disposals of assets | 139 | 229 |
Other expenses | 612 | 228 |
Β | ββββββ 4,521 ββββββ | ββββββ 12,534 ββββββ |
Β
27. INCOME TAX
Β
VinaLand Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there are no income, corporation, capital gains or other taxes payable by the Company.
Β
The majority of the Group's subsidiaries are domiciled in the British Virgin Islands ("BVI") and so have a tax exempt status. A number of subsidiaries are established in Vietnam and are subject to corporate income tax in Vietnam. A provision of USD1.5 million has been made for corporate income tax payable by these subsidiaries for the period (period from 1 July 2011 to 31 December 2011: USD0.6 million).
Β
The relationship between the expected tax expense based on the applicable tax rate of 0% and the tax expense actually recognised in the condensed interim consolidated income statement can be reconciled as follows:
Β
Six months ended | ||
31 December 2012 | 31 December 2011 | |
USD'000 | Β USD'000 | |
Restated | ||
Β | ||
Group's loss before tax | (68,528) | (97,653) |
Group's profit multiplied by applicable tax rate (0%) | - | - |
Current income tax expenses for subsidiaries | (1,442) | (615) |
Deferred income tax (*) | 12,676 | (182) |
βββββ | βββββ | |
Income tax | 11,234 | (797) |
βββββ | βββββ | |
(*) This amount represents the net deferred income tax income/(expense) which arose from the gains/(losses) on fair value adjustments of investment properties and property, plant and equipment and the reversal of deferred tax assets/liabilitiesΒ as a resultΒ of changes to assumptions during the period.
Β
28. LOSS AND NET ASSET VALUE PER SHARE
Β
(a) Basic
Β
Β | Six months ended | |
Β | 31 December 2012 | 31 December 2011 |
Β | Β | Restated |
Loss attributable to owners of the Company from continuing and total operations (USD'000) | (40,117) | (66,380) |
Weighted average number of ordinary shares in issue | 489,101,025 | 499,397,622 |
Basic loss per share from continuing and total operations (USD per share) | Β (0.08) | (0.13) |
Β | βββββββββββ | βββββββββββ |
Β
(b) Diluted
Β
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has no category of potential dilutive ordinary shares. Therefore, diluted loss per share is equal to basic loss per share.
Β
(c) Net asset value per share
Β
Β | 31 December 2012 | 30 June 2012 |
Β | Β | Β |
Net asset value (USD'000) | 503,843 | 546,348 |
Number of outstanding ordinary shares in issue | 484,158,225 | 493,487,622 |
Net asset value per share (USD/share) | 1.04 | 1.11 |
Β | ββββββββββ | ββββββββββ |
Β
29. SEASONALITY
Β
The Group's management believes that the impact of seasonality on the interim financial information is not significant.
Β
30. COMMITMENTS
Β
As at 31 December 2012, the Group was committed under lease agreements to paying the following future amounts:
Β
Β | 31 December 2012 | 30 June 2012 |
Β | USD'000 | USD'000 |
Β | Β | Β |
Within one year | 501 | 547 |
From two to five years | 2,448 | 2,796 |
Over five years | 11,494 | 11,964 |
Β | ββββββ 14,443 ββββββ | ββββββ 15,307 ββββββ |
Β
As at 31 December 2012, the Group was also committed under construction agreements to pay USD22.1 million (30 June 2012: USD37.4 million) for future construction work of the Group's properties held by subsidiaries.
Β
The Company's subsidiaries and associates have a broad range of commitments relating to investment projects under agreements it has entered into and investment licences it has received. Further investment in many of these arrangements is at the Group's discretion. The Investment Manager has estimated that, based on the agreements signed and the development plan for each project, approximately USD49.2 million (30 June 2012: USD49.0 million) will be used to fund these commitments over the next three years.
Β
31. RELATED PARTY TRANSACTIONS AND BALANCES
Β
Management fees
Β
The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), an investment management company incorporated in the Cayman Islands, under a management agreement effective 21 November 2012 (the "Amended Management Agreement"). From 1 January 2012 until 20 November 2012, the Group was managed by the Investment Manager under agreements signed with VinaCapital Investment Management Limited, a company incorporated in the British Virgin Islands, and the Company (the "Former Management Agreement"). Under the Former Management Agreement the Investment Manager received a fee based on the net asset value of the Group, payable monthly in arrears, at an annual rate of 2%. Under the Amended Investment Management Agreement the management fee from 21 November 2012 is now fixed at USD8.25 million for the subsequent 12 months, USD7.5 million for the next 12 months and USD6.5 million for the next 12 months.
Β
Total management fees for the period amounted to USD5,235,915 (31 December 2011: USD6,592,254), with USD701,585 (30 June 2012: USD924,325) in outstanding accrued fees due to the Investment Manager at the date of the condensed interim consolidated balance sheet.
Β
Performance fees
Β
Under the Former Management Agreement prior to 21 November 2012, the Investment Manager was also entitled to a performance fee equal to 20% of the annual increase in net asset value over the higher of realised returns over an annualised hurdle rate of 8% (31 December 2011: hurdle rate 8%) and a high-water-mark. Under this arrangement no performance fee charged for the period (31 December 2011: nil), but USD28,218,000 (30 June 2012: USD28,218,000) of performance fees had been accrued as payable, which had been earned during prior years. On 21 November 2012, under the Amended Management Agreement, the Investment Manager's entitlement to the accrued performance fee and any future performance fees under the Former Management Agreement were cancelled and a new realisation fee, equivalent to the amount of accrued performance fees due and outstanding to the Investment Manager at 20 November 2012, was introduced.
Β
Realisation fees
Β
In accordance with the Amended Management Agreement, the Investment Manager is entitleto a realisation fee of up to USD28,218,000 based upon the level of distributions made to shareholders from contracted divestments of assets signed prior to 21 November 2015 . An amount of USD28,218,000 (30 June 2012: nil) was accrued as a liability for realisation fees payable to the Investment Manager as at 31 December 2012.
Β
Details of payables to related parties at the date of the condensed interim consolidated balance sheet are as below:
Β
Β | Β | Β | 31 December 2012 | 30 June 2012 | |
Β | Relationship | Balances | USD'000 | USD'000 | |
Non-current | Β | Β | Β | Β | |
VinaCapital Investment Management Limited | Investment Manager | Realisation fees | Β 28,218 | Β - | |
VinaCapital Vietnam Β Opportunity Fund Limited | Under common management | Shareholder loans payable (*) |
36,012 ββββββ | Β 44,882 ββββββ | |
Β | Β | Β | 64,230 | 44,882 | |
Β | Β | Β | ββββββ | ββββββ | |
Β | Β | Β | 31 December 2012 | 30 June 2012 | |
Β | Relationship | Balances | USD'000 | USD'000 | |
Current | Β | Β | Β | Β | |
VinaCapital Vietnam Opportunity Fund Limited | Under common management | Tax and others Disposal of investments | 2,198 Β 2,001 | 2,878 Β - | |
VinaCapital Investment Management Ltd. | Investment Manager | Management fees Performance fees | 702 - | 924 28,218 | |
Β | Advances for real estate projects | Β 1,755 | Β 1,545 | ||
VinaCapital Corporate Finance Vietnam Ltd. | Under common management | Loan Loan interest | 2,402 1,004 | 2,397 782 | |
Β | Β | Β | ββββββ 10,062 ββββββ | ββββββ 36,744 ββββββ | |
Β
(*) This represents shareholder loans granted by VinaCapital Vietnam Opportunity Fund Limited ("VOF") to subsidiaries of the Group. VOF is a non-controlling interest shareholder in these subsidiaries. The loans are to finance real estate projects which are co-invested with VOF. The loans bear interest at 6-month SIBOR plus 3%. The amount of each loan is based on the respective ownership of VOF and the Group in each subsidiary. The loans are carried at cost in the condensed interim consolidated balance sheet. Interest expense incurred for the period has been waived by both shareholders.
Β
As at 31 December 2012, receivable from related parties mainly comprises of amounts due from VOF as advances to jointly invested real estate projects.
Β
32 FINANCIAL RISK MANAGEMENT
Β
(a) Financial risk factors
Β
The Group invests in a diversified property portfolio in Vietnam with the objective to provide shareholders a potential capital growth.
Β
The Group is exposed to a variety of financial risks: market risk (including price risk, currency risk and interest rate risk); credit risk; and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group's risk management is coordinated by its Investment Manager who manages the distribution of the assets to achieve the investment objectives.
Β
The condensed interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Group's annual consolidated financial statements as at 30 June 2012. There have been no changes in the risk management department of the Investment Manager and risk management policies since the most recent year end.
Β
(b) Fair value estimation
Β
The table below analyses financial instruments carried at fair value by valuation method. The difference levels have been defined as follows:
Β
Β·; Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
Β·; Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and
Β·; Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
Β
The following table presents the Group's assets and liabilities that are measured at fair value at 31 December 2012:
Β
As at 31 December 2012 | Level 1 | Level 2 | Level 3 | Total |
USD'000 | USD'000 | USD'000 | USD'000 | |
Financial assets at fair value through profit or loss | ||||
- Ordinary shares - unlisted | - | 3,036 | - | 3,036 |
ββββββ | ββββββ | ββββββ | ββββββ | |
As at 30 June 2012 | Level 1 | Level 2 | Level 3 | Total |
USD'000 | USD'000 | USD'000 | USD'000 | |
Financial assets at fair value through profit or loss | ||||
- Ordinary shares - unlisted | - | 3,036 | - | 3,036 |
ββββββ | ββββββ | ββββββ | ββββββ |
Β
There have been no transfers between Levels 1 and 2 during the period.
Β
Β
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