This document provides the full year financial statement and dividend announcement for Hong Fok Corporation Limited for the year ended December 31, 2005. It includes:
1) An income statement showing a net loss of $9.038 million for 2005 compared to a net profit of $1.316 million in 2004, with revenue declining 3% and expenses declining 7%.
2) A balance sheet as of December 31, 2005 showing total assets of $1.1 billion and total equity and liabilities also of $1.1 billion for the group.
3) Details of the group's borrowings including $128.499 million repayable within one year and $367.572 million repay
This document provides the full year financial statement and dividend announcement for Hong Fok Corporation Limited for the year ended December 31, 2005. It includes:
1) An income statement showing a net loss of $9.038 million for 2005 compared to a net profit of $1.316 million in 2004, with revenue declining 3% and expenses declining 7%.
2) A balance sheet as of December 31, 2005 showing total assets of $1.1 billion and total equity and liabilities also of $1.1 billion for the group.
3) Details of the group's borrowings including $128.499 million repayable within one year and $367.572 million repay
This document provides the full year financial statement and dividend announcement for Hong Fok Corporation Limited for the year ended December 31, 2005. It includes:
1) An income statement showing a net loss of $9.038 million for 2005 compared to a net profit of $1.316 million in 2004, with revenue declining 3% and expenses declining 7%.
2) A balance sheet as of December 31, 2005 showing total assets of $1.1 billion and total equity and liabilities also of $1.1 billion for the group.
3) Details of the group's borrowings including $128.499 million repayable within one year and $367.572 million repay
Full Year Financial Statement And Dividend Announcement for the Year Ended 31 December 2005
PART I INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR RESULTS
1(a) An income statement (for the group), together with a comparati ve statement for the corresponding period of the immediately preceding financial year.
Full year financial statement on consolidated results for the year ended 31 December 2005. These figures have not been audited.
% Increase/ 2005 2004 (Decrease) Revenue (Note 1) 38,729 39,979 (3) Other income (Note 2) 327 419 (22) 39,056 40,398 (3) Allowance for diminution in value and foreseeable losses on - (400) NM development properties Impairment losses on other investments and remeasurement of (926) (865) 7 trading securities, net Allowance for doubtful receivables and bad debts written off, net (333) (122) 173 Amortisation of negative goodwill - 93 NM Cost of sales of development property - (434) NM Depreciation of fixed assets (428) (346) 24 Exchange gain/(loss), net 399 (734) NM Other operating expenses (23,679) (23,981) (1) Total expenses (24,967) (26,789) (7) Profi t from operations (Note 3) 14,089 13,609 4 Finance costs (18,782) (14,796) 27 Loss before share of resul ts of associ ated compani es (4,693) (1,187) 295
Share of results of associated companies (4,383) 2,087 NM (Loss)/Profit from ordinary acti viti es before taxation (9,076) 900 NM Income tax - current year (96) (206) (53) Income tax - overprovision in prior years 305 1,440 (79) Deferred taxation (171) (818) (79) Net (Loss)/Profit for the year (9,038) 1,316 NM $'000 The Group
Notes : (1) Included in Revenue is investment income of approximately $312,000 (2004 : $89,000). (2) Included in Other income is gain on disposals of fixed assets, net of approximately $97,000 (2004 : $64,000). (3) Included in Profit from operations is profit on sale of development property of approximately $Nil (2004 : $716,000). (4) NM Not Meaningful. (5) NA Not Applicable.
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1 (b)(i) A balance sheet (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year.
2005 2004 2005 2004 Non-current Assets Fixed assets 732 832 - - Subsidiaries - - 186,746 187,207 Associates 176,412 157,281 4,456 4,403 Investment properties 867,453 829,720 - - Other investments 375 918 - - Deferred tax assets 51 221 - - 1,045,023 988,972 191,202 191,610 Current Assets Trading securities 1,084 2,192 - - Development properties 50,038 40,357 - - Trade and other receivables 2,785 4,729 3 3 Derivative assets 241 - - - Cash and cash equivalents 967 392 51 40 55,115 47,670 54 43 Total Assets 1,100,138 1,036,642 191,256 191,653 Equity Attributable to Equity Holders of the Parent Share capital 149,899 149,899 149,899 149,899 Reserves 438,347 387,896 40,901 41,305 Total Equity 588,246 537,795 190,800 191,204 Non-current Liabilities Obligations under finance leases 215 303 - - Interest-bearing loans and borrowings 367,357 481,280 - - Deferred tax liability 498 498 - - 368,070 482,081 - - Current Liabilities Bank overdraft (secured) 123 709 - - Trade and other payables 15,091 14,433 456 449 Obligations under finance leases 145 134 - - Interest-bearing loans and borrowings 128,231 1,000 - - Tax payable 232 490 - - 143,822 16,766 456 449 Total Liabilities 511,892 498,847 456 449 Total Equity and Liabilities 1,100,138 1,036,642 191,256 191,653 The Group The Company $'000 $'000
1(b)(ii) Aggregate amount of groups borrowings and debt securities.
Amount repayable in one year or less, or on demand Secured Unsecured Secured Unsecured $128,499,000 - $1,843,000 - As at 31.12.2004 As at 31.12.2005
Amount repayable after one year Secured Unsecured Secured Unsecured $367,572,000 - $481,583,000 - As at 31.12.2004 As at 31.12.2005
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Details of any collateral
Included in the amount repayable in one year or less, or on demand (secured) of $128,499,000 is a principal amount of $110,000,000 bonds due J uly 2006 but was repaid in J anuary 2006 through refinancing of $70,000,000 Fixed Rate Notes due 2011 and $40,000,000 Floating Rate Notes due 2011. Included in the carrying value of the interest-bearing loans and borrowings is an amount of approximately $241,000 relating to the change in fair value of these bonds in line with the adoption of FRS 39.
The borrowings by the subsidiaries are generally secured by the Groups investment and development properties and are guaranteed by the Company.
1(c) A cash flow statement (for the group), together with a comparati ve statement for the corresponding period of the immediately preceding financial year. 2005 2004 Operating Acti viti es : (Loss)/Profit from ordinary activities before taxation (9,076) 900 Adjustments for : Share of results of associated companies 4,383 (2,087) Depreciation of fixed assets 428 346 Amortisation of negative goodwill - (93) Gain on disposal of development property - (716) Gain on disposals of fixed assets, net (97) (64) Gain on disposals of trading securities (225) (20) Impairment losses on other investments and remeasurement of 926 865 trading securities, net Interest income (252) (89) Interest expenses 18,782 14,796 Operating profit before working capital changes 14,869 13,838 Changes in working capital : Development properties (8,738) (353) Trade and other receivables 547 (1,864) Trade and other payables 516 (283) Cash generated from operations 7,194 11,338 Income tax paid (107) (502) Interest received 72 89 Income tax refund 58 77 Cash Flows from Operati ng Activi ti es 7,217 11,002 Investing Activiti es : Decrease in investment properties 50 152 Increase in trading securities (426) (2,288) Purchase of fixed assets (270) (105) Proceeds from disposal of development property - 1,150 Proceeds from disposals of fixed assets 97 67 Proceeds from disposals of trading securities 1,381 931 (Increase)/Decrease in interests in associated companies (400) 729 Cash Flows from Investi ng Activi ti es 432 636 Fi nancing Activiti es : Interest paid (19,583) (14,679) Dividend paid (1,199) (1,199) Repayment of interest bearing loans and borrowings (1,000) - Payment of finance lease rentals (136) (126) Proceeds from interest bearing loans and borrowings 15,429 4,500 Cash Flows from Fi nanci ng Activi ties (6,489) (11,504) Net Increase i n Cash and Cash Equi val ents 1,160 134 Cash and cash equivalents at 1 J anuary (317) (445) Effect of exchange rate changes on balances held in foreign currencies 1 (6) Cash and Cash Equi val ents at 31 December 844 (317) Cash and Cash Equi val ents at 31 December is represented by : Cash at banks and in hand 967 392 Bank overdraft (secured) (123) (709) 844 (317) The Group $'000 Page 3
1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparati ve statement for the corresponding period of the immediately preceding financial year.
Capital Share Share and Other Translation Revaluation Capital Premium Reserves Reserves Reserves Total The Group At 1 J anuary 2004 149,899 814 10,297 (19,916) 277,370 75,807 494,271 Exchange differences on translation - - - (1,259) - - (1,259) of financial statements of foreign subsidiaries and associated companies Exchange differences on translation - - (326) - (2,093) - (2,419) of balances at beginning of the year Net surplus on revaluation - - - - 932 - 932 Share of reserves of associated companies - - - - 46,153 - 46,153 Net profit for the year - - - - - 1,316 1,316 Dividend - - - - - (1,199) (1,199) At 31 December 2004 149,899 814 9,971 (21,175) 322,362 75,924 537,795 At 31 December 2004, as previously reported 149,899 814 9,971 (21,175) 322,362 75,924 537,795 Effects of adopting : FRS 21 - - - 70 - (79) (9) FRS 103 - - (7,600) (317) - 13,983 6,066 At 1 J anuary 2005, as restated 149,899 814 2,371 (21,422) 322,362 89,828 543,852 Exchange differences on translation - - - 903 - - 903 of financial statements of foreign subsidiaries and associated companies Exchange differences on translation - - - - 2,035 - 2,035 of balances at beginning of the year Net surplus on revaluation - - - - 37,783 - 37,783 Share of reserves of associated companies - - 772 - 13,324 (186) 13,910 Net loss for the year - - - - - (9,038) (9,038) Dividend - - - - - (1,199) (1,199) At 31 December 2005 149,899 814 3,143 (20,519) 375,504 79,405 588,246 The Company At 1 J anuary 2004 149,899 814 - - - 41,682 192,395 Net profit for the year - - - - - 8 8 Dividend - - - - - (1,199) (1,199) At 31 December 2004 149,899 814 - - - 40,491 191,204 Net profit for the year - - - - - 795 795 Dividend - - - - - (1,199) (1,199) At 31 December 2005 149,899 814 - - - 40,087 190,800 $'000 Retained Profit
1(d)(ii) Details of any changes in the companys share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.
Nil.
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2. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice.
The figures have not been audited nor reviewed by the Companys auditors.
3. Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of a matter).
NA.
4. Whether the same accounting policies and methods of computation as in the issuers most recently audited annual financial statements have been applied.
Except as disclosed in paragraph 5 below, the Group has applied the same accounting policies and methods of computation in the financial statements for the current reporting year compared with the Groups audited financial statements for the year ended 31 December 2004.
5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.
The Group adopted various new or revised Financial Reporting Standards (FRS) which became effective for the financial year beginning 1 J anuary 2005. The FRS that have a material financial impact on the Group are disclosed below :
FRS 21 The Effects of Changes in Foreign Exchange Rates
With the adoption of the revised FRS 21, the measurement currency of one of the subsidiaries was changed from S$ to US$. Consequently, comparatives were restated and opening retained profit was adjusted.
FRS 39 Financial Instruments : Recognition and Measurement
The adoption of FRS 39 resulted in the Group classifying certain of its financial assets as trading securities. It also requires derivatives to be recognised at fair value and sets out certain conditions in which hedge accounting can be applied. The Group has entered into an interest rate swap to manage the impact of interest rate risk of fixed rate bonds and the changes in the fair value of the fixed rate bonds and interest rate swap are dealt with in the profit and loss account.
FRS 102 Share-based Payment
In compliance with FRS 102, share options granted by an associated company to certain of its directors and employees are measured at fair value at the date of grant and recognised as an expense in the profit and loss account at the vesting date which is the same as the grant date.
FRS 103 Business Combinations
The adoption of FRS 103 resulted in the Group derecognising negative goodwill at 1 J anuary 2005 with a corresponding adjustment to the opening retained profit.
6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends. 2005 2004 (Loss)/Profit per ordinary share of the Group after deducting any provision for preference dividends : (a) Based on the average number of ordinary shares on issue; and (1.51) cts 0.22 cts (b) On a fully diluted basis (detailing any adjustments made to the earnings) (1.51) cts NA The Group
The (loss)/profit per ordinary share was calculated based on the loss for the year of approximately $9,038,000 (2004 : profit of $1,316,000) and the number of ordinary shares in issue of 599,595,180 (2004 : 599,595,180).
There is no dilutive potential ordinary shares in existence as at 31 December 2005.
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7. Net asset value (for the issuer and group) per ordinary share based on issued share capital of the issuer at the end of the :
(a) current financial period reported on; and (b) immediately preceding financial year. 2005 2004 2005 2004 Net asset value per ordinary share based on 98 cts 90 cts 32 cts 32 cts issued share capital The Group The Company
8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the groups business. It must include a discussion of the following :
(a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and (b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on.
The Groups revenue for 2005 decreased from approximately $40.0 million to $38.7 million. This was principally due to an absence in sale of development property in Singapore and the lower contribution of rental income from its investment properties although there was an increase in investment income from its trading securities.
The Groups other income for 2005 decreased mainly due to lower compensation income from the tenants of its investment properties.
The Groups expenses for 2005 decreased from approximately $26.8 million to $25.0 million due mainly to the absence of allowance for diminution in value and foreseeable losses on development properties, the absence of cost of sales of the development property and the recording of an exchange gain in 2005 as against an exchange loss in 2004.
However, in spite of a slight increase in profit from operations, the Groups loss before share of results of associated companies increased from approximately $1.2 million for 2004 to $4.7 million for 2005. This was attributed to increase in finance costs from higher interest rates and increase in bank borrowings.
In addition, the Groups share of loss from associated companies was approximately $4.4 million for 2005. This was principally due to the Groups share of impairment loss on property held for future development being higher than the Groups share of the profit from the completion of the sale of a property in Hong Kong.
Hence, the Group made a loss of approximately $9.0 million for 2005 as compared to a profit of approximately $1.3 million for 2004.
The increase in net tangible assets was principally due to an increase in reserves resulting from the net surplus arising from the revaluation of the Groups investment properties as of December 2005.
9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.
NA.
10. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.
The Group expects its operating environment to remain challenging and competitive, especially in light of the rising interest rates.
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11. Dividend
(a) Current Financial Period Reported On
Any dividend declared for the current financial period reported on ? None
(b) Corresponding Period of the Immediately Preceding Financial Year
Any dividend declared for the corresponding period of the immediately preceding financial year ? Yes
Name of Dividend Dividend Type Dividend Amount per Share (in cents) Optional : Dividend Rate (in %) Par value of shares Tax Rate $0.25 20% First & Final Cash 1% per ordinary share 0.25 cents per ordinary share (less tax)
(c) Date payable
NA.
(d) Books closure date
NA.
12. If no dividend has been declared/recommended, a statement to that effect.
No dividend has been declared nor recommended for the full year ended 31 December 2005.
PART II ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT (This part is not applicable to Q1, Q2, Q3 or Half Year Results)
13. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuers most recently audited annual financial statements, with comparati ve information for the immediatel y preceding year.
Property Property Property Other Business Segments Investment Development Management Operations Total 2005 Total revenue 37,122 399 896 312 38,729 Segment results 14,250 286 65 (512) 14,089 Finance costs (17,689) (629) - (464) (18,782) (4,693) Share of results of associated companies (4,383) Taxation 38 Net loss for the year (9,038) 2004 Total revenue 37,470 1,532 888 89 39,979 Segment results 14,789 393 86 (1,659) 13,609 Finance costs (14,194) (405) - (197) (14,796) (1,187) Share of results of associated companies 2,087 Taxation 416 Net profit for the year 1,316 $'000 The Group
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14. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments.
Please refer to paragraph 8 above.
15. A breakdown of sales.
% Increase/ 2005 2004 (Decrease) (a) Sales reported for first half year 19,616 19,191 2 (b) Operating profit/(loss) after tax before deducting minority 175 (817) NM interests reported for first half year (c) Sales reported for second half year 19,113 20,788 (8) (d) Operating (loss)/profit after tax before deducting minority (9,213) 2,133 NM interests reported for second half year The Group $'000
16. A breakdown of the total annual dividend (in dollar value) for the issuers latest full year and its previous full year.
Total Annual Dividend (Refer to Para 16 of Appendix 7.2 for the required details) Latest Full Year ('000) Previous Full Year ('000) Ordinary - 1,199 Preference - - Total : - 1,199
BY ORDER OF THE BOARD
Koh Chay Tiang Quek Sok Cher Company Secretaries 28 February 2006