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Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 1 of 15
Natural Cool Holdings Limited. (Registration Number: 200509967G)
This announcement has been prepared by the Company and reviewed by the Company’s sponsor, CNP Compliance
Pte. Ltd. (“Sponsor”), for compliance with the Singapore Exchange Securities Trading Limited (“SGX-ST”)
Listing Manual Section B: Rules of Catalist. The Sponsor has not verified the contents of this announcement
including the accuracy or completeness of any of the information disclosed or the correctness of any of the
statements or opinions made or reports contained in this announcement. This announcement has not been
examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of
this announcement including the correctness of any of the statements or opinions made or reports contained in this
announcement.
The contact person for the Sponsor is Mr Thomas Lam at 36 Carpenter Street, Singapore 059915, telephone: (65)
6323 8383; email: tlam@cnplaw.com.
PART I – INFORMATION REQUIRED FOR ANNOUNCEMENTS OF HALF YEAR RESULT
1(a) (i) An income statement (for the group) together with a comparative statement for corresponding period
of the immediately preceding financial year
CONSOLIDATED INCOME STATEMENT
Group
Period Ended 30 June
2013 2012
Increase/
(Decrease)
S$’000 S$’000 %
Revenue 75,642 70,069 8
Cost of sales (64,274) (57,612) 12
Gross profit 11,368 12,457
Other income 554 860 (36)
Distribution expenses (3,020) (2,737) 10
Administrative expenses (7,871) (9,438) (17)
Other expenses (223) (79) NM
Results from operating activities
808
1,063
Finance costs (550) (687) (20)
Profit before income tax
258
376
Income tax expenses (55) (117) (53)
Profit for the period
203
259
Profit attributable to:
Owners of Company 257 271
Non-controlling interests (54) (12)
Profit for the period
203
259
Notes:
NM: Not meaningful
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 2 of 15
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Group
Period Ended 30 June
2013
2012
S$’000 S$’000
Profit for the period 203 259
Other comprehensive income:
Foreign currency translation
differences for foreign operations
(34) (38)
Total comprehensive income for the
period
169 221
Attributable to:
Owners of the Company 229 217
Non-controlling interests (60) 4
Total comprehensive income for the
period
169 221
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 3 of 15
1 (a) (ii) Other notes:
Profit from operations is arrived at after charging/(crediting) the following items:
Group
Period Ended 30 June
2013 2012
S$’000 S$’000
Amortisation of club memberships 68 136
Amortisation of deferred revenue (650) (650)
Amortisation of intangible assets 111 76
Bad debt written-off/(written-back) 111 (165)
Depreciation of property, plant and equipment 1,594 1,498
Depreciation of investment properties 144 166
Foreign exchange loss – net 112 77
Gain on disposal of property, plant and
equipment
- (66)
Interest income (2) (22)
Impairment loss on trade and other receivables
– net
- (209)
Plant and equipment written-off - 2
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 4 of 15
1 (b) (i) A balance sheet (for the issuer and group), together with a comparative statement as at the end of
immediately preceding financial year.
STATEMENTS OF FINANCIAL POSITION
Group Company
As at
30 Jun 2013
As at
31 Dec 2012
As at
30 Jun 2013
As at
31 Dec 2012
S$’000 S$’000 S$’000 S$’000
Non-current assets
Property, plant and equipment 19,126 20,324 - -
Intangible assets
4,898 4,187 - -
Club memberships 69 137 69 137
Investment properties 10,492 10,637 - -
Subsidiaries - - 15,007 15,007
Other investments 3,750 - 3,750 -
Deferred tax asset 1,593 1,686 - -
39,928 36,971 18,826 15,144
Current assets
Inventories 17,374 18,914 - -
Trade and other receivables 44,757 47,836 9,815 9,740
Cash and cash equivalents 16,565 11,966 126 820
78,696 78,716 9,941 10,560
Less:
Current liabilities
Trade and other payables 57,683 58,468 56 342
Loans & borrowings 2,984 2,690 - -
Current tax payable 1,659 1,873 - -
62,326 63,031 56 342
Net current assets 16,370 15,685 9,885 10,218
Less:
Non-current liabilities
Loans & borrowings 16,285 12,781 3,750 -
Deferred tax liabilities 255 286 - -
16,540 13,067 3,750 -
Net assets 39,758 39,589 24,961 25,362
Share capital 31,957 31,957 31,957 31,957
Reserves (3,600) (3,572) - -
Accumulated profits/(losses) 11,132 10,875 (6,996) (6,595)
Equity attributable to owners
of the Company 39,489 39,260 24,961
25,362
Non-controlling interests 269 329 - -
Total equity 39,758 39,589 24,961 25,362
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 5 of 15
1 (b) (ii) Aggregate amount of group’s borrowing and debt securities.
Group
Company
As at
As at
As at
As at
30-Jun-13 31-Dec-12
30-Jun-13 31-Dec-12
S$’000 S$’000
S$’000 S$’000
Amount repayable in one year or less, or on
demand
Unsecured
Bridging loan 553 801
- -
Term loan 315 -
- -
868
801
-
-
Secured
Bank overdrafts 378 225
- -
Current portion of bank loans 975 996
- -
Finance lease liabilities 763 668
- -
2,116
1,889
-
-
2,984
2,690
-
-
Amount repayable after one year
Unsecured
Bridging loan
-
138
-
-
Convertible loan notes
3,750
-
3,750
-
Term loan
535
-
-
-
4,285
138
3,750
-
Secured
Bank loans 10,219 10,666
- -
Finance lease liabilities 1,781 1,977
- -
12,000
12,643
-
-
16,285
12,781
3,750
-
Details of any collateral
The bank loans are secured on:-
(i) freehold land & property, leasehold properties, machineries and investment property with net book values
as at 30 June 2013 of S$5,380,659, S$4,174,685, S$334,973 and $10,492,330 (FY2012: S$5,426,943,
S$4,221,677, $385,858 and S$10,636,720) respectively;
(ii) fixed deposit pledged amounted to S$201,359 (FY2012: S$350,870);
(iii) fixed and floating charge on inventories amounted to S$268,519 (FY2012 : S$154,268); and
(iv) corporate guarantee by Natural Cool Holdings Limited.
In addition to the above securities, the Group has undertaken to deposit with a bank the insurance compensation of
S$4,500,000 received for the purpose of reinstatement of an investment property.
The finance lease liabilities are secured by motor vehicles, equipments and machines under the lease.
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 6 of 15
1 (c) A cash flow statement (for the group), together with a comparative statement for the corresponding
period of the immediately preceding financial year.
CONSOLIDATED STATEMENT OF CASH FLOWS
Group
Half year ended 30 June
2013 2012
S$’000 S$’000
Cash flows from operating activities
Profit/(Loss) for the period 203 259
Adjustments for:
Amortisation of deferred revenue (650) (650)
Amortisation of club memberships 68 136
Amortisation of intangible assets 111 76
Depreciation of property, plant and equipment 1,594 1,498
Depreciation of investment properties 144 166
Gain on disposal of plant and equipment - (66)
Plant and equipment written-off - 2
Income tax expenses 55 117
Interest expenses 550 687
Interest income (2) (22)
2,073 2,203
Changes in working capital:
Inventories 1,540 (1,691)
Trade and other receivables 3,081 1,580
Trade and other payables (176) 816
Cash flows generated from operations 6,518 2,908
Income taxes paid (206) (108)
Net cash from operating activities 6,312 2,800
Cash flows from investing activities
Acquisition of other investment (3,750) -
Interest received 2 22
Proceeds from disposal of property, plant and
equipment
-
160
Purchase of computer software (816) (89)
Purchase of property, plant and equipment (159) (5,479)
Net cash used in investing activities (4,723) (5,386)
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 7 of 15
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
Group
Half year ended 30 June
Note 2013 2012
S$’000 S$’000
Cash flows from financing activities
Fixed deposits released/(pledged) 150 (3)
Interest paid (550) (687)
Payment of listing expenses - (122)
Proceeds from issue of shares - 3,000
Proceeds from issue of convertible loan notes 3,750 -
Non-trade amounts due to subsidiary’s directors - 108
Proceeds from borrowings 1,015 4,940
Repayment of borrowings (1,003) (2,556)
Repayment of finance lease liabilities (362) (928)
Net cash from financing activities
3,000
3,752
Net increase in cash and cash equivalents
4,589
1,166
Effect on changes in foreign exchange rate
7
195
Cash and cash equivalents at beginning of period
6,890
9,795
Cash and cash equivalents at end of period
11,486
11,156
Cash and cash equivalents in the balance sheet
16,565
11,667
Fixed deposits pledged to banks (201) (353)
Cash restricted in use (i) (4,500) -
Bank overdrafts (378) (158)
Cash and cash equivalents in the statement of cash
flows
11,486
11,156
(i) Cash restricted in use relates to an undertaking by the Group to deposit with a bank the insurance
compensation of $4,500,000 which is restricted solely for the purpose of reinstatement of an
investment property.
Unaudited Half Year Financial Statements and Dividend Announcement for the financial period ended 30 June 2013
Page 8 of 15
1(d) (i) A statement (for issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and
distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
capital
Capital
reserve
Foreign
currency
translation
reserves
Accumulated
profits
Total
attributable
to equity
holders of
the
Company
Non-
controlling
interests
Total
equity
The Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
At 1 January 2012 28,957 (3,378) (147) 9,943 35,375 351 35,726
Total comprehensive income for the period
-Profit/(Loss) for the period
-
-
-
271
271
(12)
259
Other comprehensive income
-Foreign currency translation differences
-
-
(54)
-
(54)
16
(38)
Total comprehensive income for the year
-
-
(54) 271
217
4
221
Transactions with owners, recorded directly in
equity
Issuance of new shares
3,000
-
-
-
3,000 -
3,000
Total transactions with owners
3,000
-
-
-
3,000 -
3,000
30 June 2012
31,957
(3,378)
(201)
10,214
38,592
355
38,947
Unaudited Half Year Financial Statements and Dividend Announcement for the financial period ended 30 June 2013
Page 9 of 15
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
Share
capital
Capital
reserve
Foreign
currency
translation
reserves
Accumulated
profits
Total
attributable
to equity
holders of
the
Company
Non-
controlling
interests
Total
equity
The Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
At 1 January 2013
31,957
(3,378)
(194) 10,875
39,260 329
39,589
Total comprehensive income for the period
-Profit/(Loss) for the period - - - 257 257 (54) 203
Other comprehensive income
-Foreign currency translation differences - - (28) - (28) (6) (34)
Total comprehensive income for the year
-
-
(28) 257
229 (60)
169
30 June 2013
31,957
(3,378)
(222) 11,132
39,489 269
39,758
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 10 of 15
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
Share capital
Accumulated
profits/(losses)
Total equity
S$’000 S$’000 S$’000
The Company
At 1 January 2012 28,957 (6,627) 22,330
Total comprehensive
income for the period
-Profit for the period
- 193 193
Transactions with
owners, recorded
directly in equity
Issue of new shares
3,000 - 3,000
At 30 June 2012
31,957 (6,434) 25,523
At 1 January 2013 31,957 (6,595) 25,362
Total comprehensive
income for the period
-Loss for the period
- (401) (401)
At 30 June 2013
31,957
(6,996)
24,961
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 11 of 15
1. (d) (ii) Details of any changes in the company’s share capital arising from right 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 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 outstanding convertibles as at the end of the current financial period
reported on and as the end of the corresponding period of the immediately preceding financial year.
There were no changes to the share capital of the Company since the end of the previous period reported
on, up to 30 June 2013.
During the half year ended 30 June 2013, the Company has completed the subscription of the convertible
loan notes amounting to S$3,750,000. The Notes are convertible into 25,000,000 shares in the capital of
the Company. The Company does not have any outstanding convertibles as at 30 June 2012.
The Company does not have any treasury shares as at 30 June 2013 and 30 June 2012
(d) (iii) To show the total number of issued shares excluding treasury shares as at the end of current
financial period and as at end of immediately preceding year.
Group and Company
2013 2012
Fully paid ordinary shares, with
no par value
No. of shares No. of shares
At 1 January 205,447,985 165,447,985
Issue of new shares - 40,000,000
At 30 June 2013 / 31 December
2012
205,447,985 205,447,985
(d) (iv) A statement showing all sales, transfers, disposal, cancellation and/ or use of treasury shares
as at the end of the current financial period reported on.
Not applicable.
2. Whether the figures have been audited or reviewed and in accordance with which auditing standard
or practice.
The figures have neither been audited nor reviewed by the auditors.
3. Where the figures have been audited or reviewed, the auditors’ report (including any qualifications
or emphasis of a matter).
Not applicable.
4. Whether the same accounting policies and methods of computation as in the issuer’s 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 period as in those of the
audited financial statements for the year ended 31 December 2012.
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 12 of 15
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 has adopted the new and/or revised Financial Reporting Standards (FRSs) and interpretations
that are effective for annual periods beginning 1 January 2013. Presently, the Group does not expect the
adoption of the new and/or revised FRS and the interpretations to have any material impact on the
financial statements.
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.
Group
Half year ended 30 June
2013 2012
Net Profit / (loss) attributable to
shareholders (S$’000)
257
271
Weighted average number of ordinary share
in issue (No. of shares)-basic 205,447,985 205,447,985
Earnings per share (cents) - basic 0.12 0.16
Weighted average number of ordinary share
in issue (No. of shares)-diluted 205,447,985 205,447,985
Earnings per share (cents) - diluted 0.12 0.16
No dilutive effect in relation to the convertible loan notes as it have been classified as non-current
liabilities
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.
Group Company
As at
30 June
As at 31
December
As at
30 June
As at 31
December
2013 2012 2013 2012
Net assets
attributable to
shareholders
(S$’000)
39,489 39,260 24,961 25,362
Net asset value per
share as at respective
year (cents)
19.22 19.11 12.15 12.34
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 13 of 15
8. A review of the performance of the group, to the extent necessary for a reasonable understanding of
the group’s business. It must include a discussion of the following:-
(a) any significant factors that affected the turnover, cost, and earnings of the group for the current
financial period reported on including (where applicable) seasonal or cyclical factors.
(b) any material factors that affected the cash flow, working capital , assets or liabilities of the group
during the current financial reported on.
Review of Income Statement
The Group achieved revenue of S$75.64 million in HY2013, an increase of S$5.57 million, or 7.95% as
compared to HY2012. This was due mainly to higher revenue registered by our Aircon division.
Gross profit decreased by S$1.09 million or 8.74% to S$11.37 million in HY2013 and was due mainly to
higher sub-contractors costs.
Other income decreased by S$0.31 million or 35.58% to S$0.55 million and was due mainly to lower
rental income.
Administrative expenses decreased by S$1.57 million or 15.54% and were due mainly to lower salaries
and lower rental expenses.
Finance costs decreased by S$0.14 million or 19.94% and were due mainly to repayment of term loans.
Lower income tax expense rate was due mainly to tax savings derived from Productivity and Innovation
Credit Scheme.
Arising from the above, the Group reported a profit before income tax of S$0.26 million in HY2013.
Review of Statements of Financial Position
Other investments increased by S$3.75 million due to investment in HMK Energy Pte Ltd pursuant to a
subscription agreement.
Trade and other receivables decreased by S$3.08 million and were due mainly to faster collection.
Non-current liabilities increased by S$3.47 million to S$16.54 million in HY2013. The increase was due
mainly to convertible loan notes issued to HT Holdings (HK) Ltd pursuant to a convertible loan agreement.
Review of Statement of Cash Flows
Cash flow from operating activities was an inflow of S$6.31 million for HY2013 as compared to inflow of
S$2.80 million for HY2012. This was due mainly to better collections with reduced trade and other
receivables and better inventory management with lower inventories.
Cash flow from investing activities was an outflow of S$4.72 million and was due mainly to investment in
HMK Energy Pte Ltd.
Cash flow from financing activities was an inflow of S$3.00 million and was due mainly to proceeds from
issue of convertible loan notes for the purpose of investing in HMK Energy Pte Ltd.
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 14 of 15
9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any
variance between it and the actual results.
The current results are in line with the Company’s discussion presented in Note 10 of the unaudited results
announcement dated 21 February 2013.
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 Board expects the operating environment and conditions for the next 12 months to be challenging.
The Group will continue to enhance margins by improving operational efficiency and rationalising cost
structure in order to enhance our competitiveness.
11. Dividend
(a) Current Financial Period Reported On
Any dividend declared for the current financial period reported on?
No.
(b) Corresponding Period of the Immediately Preceding Financial Year
Any dividend declared for the corresponding period of the immediately preceding financial year?
No.
(c) Date payable
Not applicable.
(d) Books closure date
Not applicable.
12. If no dividend has been declared/recommended, a statement to that effect.
No dividend has been declared.
Unaudited Half Year Financial Statements and Dividend Announcement for the
financial period ended 30 June 2013
Page 15 of 15
PART II-ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT
(This part is not applicable to Q1, Q2, Q3 or Half Year Results)
13. Interested person transaction
During the year, there were following significant related party transactions carried out in the
normal course of business (excluding transaction less than S$100,000) on term agreed between the
parties.
No general mandate has been previously obtained and there are no IPTs disclosures for the current period.
14. Usage of proceeds from Shares Issue
In June 2012, the Company raised approximately S$2.99 million after deducting the placement shares
expenses from its placement shares exercise.
The proceeds of approximately S$1.5 million were earmarked to upgrade its switchgear products to meet
new international standards and the balance of approximately S$1.49 million for working capital purposes.
As at 30 June 2013, approximately S$626,700 of such proceeds earmarked to upgrade its switchgear
products to meet new international standards were utilized. Pending deployment of the remaining proceeds,
the Company has utilized this sum as working capital.
In 2013, the Company entered into a convertible loan note agreement with HT Holdings(HK) Ltd to
obtain a loan of $3,750,000. The convertible notes, comprising ten notes with a principal face value of
$375,000 and is convertible into new ordinary shares in the capital of the Company.
The agreement has been completed on 3 April 2013. The Company has used the entire proceeds of
S$3,750,000 to invest in HMK Energy Pte Ltd in which the principal activities are in the minerals oil and
gas industry in Indonesia.
15. Negative Assurance Confirmation on Interim Financial Result Pursuant to Rule 705 (5) of the
Listing Manual Section B: Rules of Catalist of the SGX-ST
We, the undersigned, hereby confirm to the best of our knowledge, nothing has come to the attention of
the Board of Directors of the Company which may render the unaudited interim financial results for the
half year ended 30 June 2013 to be false or misleading in any material aspect.
On behalf of the Board of Directors
Wu Chiaw Ching Joseph Ang Choon Cheng
Non-Executive Chairman and Independent Director Chief Executive Officer
BY ORDER OF THE BOARD
Wu Chiaw Ching
Non-Executive Chairman and Independent Director
Singapore
6 August 2013
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