(Company registration No: Z)

Transcription

1 MATERIAL VARIANCES BETWEEN THE AUDITED FINANCIAL STATEMENTS AND THE UNAUDITED FINANCIAL RESULTS ANNOUNCEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 The Board of Directors (the Board ) of Top Global Limited (the Company, and together with its subsidiaries, the Group ) refers to the announcement released by the Company on the SGXNET on 27 February 2015 in relation to its unaudited financial statements for the financial year ended 31 December 2014 ( FY2014 ) ( ). Pursuant to Rule 704(5) of the Listing Manual Section B: Rules of Mainboard of the Singapore Exchange Securities Trading Limited, the Board wishes to announce that subsequent to the release of the, certain adjustments and reclassifications were made to the, which may be considered material. Accordingly, there are material discrepancies between the audited financial results of the Group for FY2014 ( ) and the. A comparison of the and the for FY2014 is set out as follows: Variances in Consolidated Statement of Comprehensive Income: (S) Change (S) Change Reason For Revenue 50,182 50,247 (65) 0% Immaterial Cost of sales (38,144) (37,311) (833) 2% Immaterial Gross profit 12,038 12,936 Other income 2,737 2,842 (105) -4% Immaterial Other losses, net (1,135) (1,218) 83-7% Immaterial Gain on bargain purchase 4,192 5,094 (902) -18% Note 1 Expenses - Distribution and marketing (2,502) (2,502) - - N.A. - Administrative (10,103) (9,946) (157) 2% Immaterial - Finance (1,160) (1,146) (14) 1% Immaterial Profit before income tax 4,067 6,060 Income tax expense (867) (586) (281) 48% Note 2 Profit for the year 3,200 5,474 Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss: Available-for-sale financial assets - Fair value gains N.A. Currency translation differences arising from consolidation - Gains 5,147 5,785 (638) -11% Note 3 Actuarial gains in respect of defined benefit pension plan - (708) % Note 4 5,659 5,589 Items that will not be reclassified subsequently to profit or loss: Remeasurement of postemployment benefits (678) - (678) -100% Note 4 4,981 5,589 Total comprehensive income for the year 8,181 11,063 1

2 Variances in Consolidated Statement of Comprehensive Income (cont d): Change Change (S) (S) Profit attributable to: Equity holders of the Company 2,819 5,152 (2,333) -45% Note 5 Non-controlling interests % Note 5 3,200 5,474 Reason For Total comprehensive income attributable to: Equity holders of the Company 6,548 10,574 (4,026) -38% Note 5 Non-controlling interests 1, , % Note 5 8,181 11,063 2

3 Variances in Statement of Financial Position (Group): Change Change (S) (S) Reason For ASSETS Current assets Cash and cash equivalents 74,007 74, N.A. Available-for-sale financial assets N.A. Trade and other receivables 13,606 13, % Immaterial Inventories 351 3,024 (2,673) (88%) Note 6 Development properties 339, ,880 21,592 7% Note 7 427, ,477 Non-current assets Available-for-sale financial assets 5,390 5, N.A. Development properties 168, ,973 22,247 15% Note 7 Investment in a joint venture * - * 0% Immaterial Investment properties 8,989 8, N.A. Held-to-maturity financial assets 8,845 8, N.A. Deferred tax assets - 11,771 (11,771) (100%) Note 8 Property, plant and equipment 43,928 6,661 37, % Note 9 235, ,629 Total assets 662, ,106 LIABILITIES Current liabilities Trade and other payables 84,007 82,067 1,940 2% Immaterial Current income tax payable N.A. Borrowings 13,632 19,557 (5,925) (30%) Note 10 Provisions N.A. 98, ,882 Non-current liabilities Trade and other payables 1,378 1, N.A. Derivative financial instrument N.A. Borrowings 160, ,244 5,890 4% Note 10 Deferred income tax liabilities 9,077-9, % Note 8 Post-employment benefits 2,824 2, N.A. Provisions N.A. 175, ,057 Total liabilities 273, ,939 NET ASSETS 388, ,167 EQUITY Capital and reserves attributable to equity holders of the Company Share capital 256, , N.A. Other reserves 9,014 10,241 (1,227) (12%) Note 11(a) Retained profits 7,336 10,137 (2,801) (28%) Note 11(b) 273, ,190 Non-controlling interests 115,679 55,977 59, % Note 12 Total equity 388, ,167 * Less than $1,000 3

4 Variance in Statement of Financial Position (Company): Change Change (S) (S) Reason For ASSETS Current assets Cash and cash equivalents 35,316 35, N.A. Trade and other receivables 104,688 50,705 53, % Note ,004 86,021 Non-current assets Investment in subsidiaries 141, , N.A. Property, plant and equipment N.A. 141, , N.A. Total assets 281, ,886 LIABILITIES Current liabilities Trade and other payables 59,884 5,901 53, % Note 13 Provisions N.A. 60,420 6,437 Non-current liabilities Provisions N.A N.A. Total liabilities 60,449 6,466 NET ASSETS 221, ,420 EQUITY Capital and reserves attributable to equity holders of the Company Share capital 256, , N.A. Other reserves 4,914 4, N.A. Accumulated losses (40,360) (40,360) - - N.A. Total equity 221, ,420 4

5 Variances in Statement of Cash Flow (Group): Change Change (S) (S) Reason For Cash flows from operating activities Profit/(loss) for the year 3,200 6,060 (2,860) (47%) Note 5 Adjustments for: - Income tax expense % Note 14 - Dividend income (18) - (18) (100%) Immaterial - Depreciation of property, plant and equipment 1, % Note 19 - Employee share option expense N.A. - Gain on disposal of property, plant and equipment (115) (115) - - N.A. - Gain on disposal of investment property (473) (473) - - N.A. - Gain on bargain purchase (4,192) (5,094) 902 (18%) Note 1 - Allowance for impairment on availablefor-sale 1,071 1,072 (1) n.m. Immaterial - Allowance for impairment on held-tomaturity 1,402 1, N.A. - Fair value gain on financial assets, at fair value through profit or loss (5) (5) - - N.A. - Net fair value gain on investment property (264) (264) - - N.A. - Interest income (2,321) (2,316) (5) n.m. Immaterial - Finance expense 1,160 1, % Immaterial - Unrealised currency translation gain 4,022 9,530 (5,508) (58%) Note 3 - Accretion expense - 13 (13) n.m. Immaterial 5,389 11,487 Changes in working capital, net of effects from acquisition of subsidiaries: - Trade and other receivables (3,156) 5,485 (8,641) (158%) Note 15 - Inventories (35) (2,643) 2,608 (99%) Note 6 - Development properties (18,971) (23,527) 4,556 (19%) Note - Financial assets, at fair value through profit or loss n.m. Note 14 - Trade and other payables 3,337 1,518 1, % Note 16 - Post-employment benefits n.m. Note 14 - Provision (181) (264) 83 (31%) Note 17 Cash used in operations (12,991) (7,944) - Interest received % Immaterial - Tax paid (215) (213) (2) 1% Immaterial Net cash used in operating activities (12,333) (7,309) 5

6 Variances in Statement of Cash Flow (Group) (cont d) Change Change (S) (S) Reason For Cash flows from investing activities - Acquisition of a subsidiary, net of cash acquired 24,075 24, n.m. Note 5 - Additions to property, plant and equipment (2,006) (474) (1,532) 323% Note 18 - Additions to investment properties (7,246) (7,585) 339 (4%) Immaterial - Incorporation of a joint venture * N.A. - Purchases of available-for-sale financial assets (2,498) (2,498) - - N.A. - Disposal of associated companies 8,600-8,600 n.m. Note 15 - Disposal of property, plant and equipment N.A. - Disposal of investment property 8,832 9,000 (168) (2%) Immaterial - Dividend n.m. Immaterial - Proceeds from disposal of financial assets, at fair value through profit or loss N.A. Net cash provided by investing activities 29,890 22,558 Cash flows from financing activities - Proceeds from issuance of ordinary shares N.A. - Proceeds from issuance of ordinary shares to non-controlling interest n.m. Note 14 - Proceeds from borrowings ,160 4,687 27% Note 18 - Repayment from borrowings (19,569) (14,071) (5,498) 39% Note 18 - Repayment of lease liabilities (6) - (6) n.m. Immaterial - Short-term bank deposits pledged to bank N.A. - Interest paid (3,350) (1,147) (2,203) 192% Note 18 Net cash used in financing acitivities (271) 2,129 Net increase in cash and cash equivalents 17,286 17,378 (92) (1%) Immaterial Effects of currency translation on cash and cash equivalents 524 (76) 600 (789%) Note 3 Cash and cash equivalents at beginning of the financial year 56,197 56, N.A. Cash and cash equivalents at end of the financial year 74,007 73,499 6

7 Background leading to material variances as explained in Notes 1 to 3, and Notes 7 to 9 and 12. The Group is required by the Financial Reporting Standards to appoint an independent valuer to conduct a Price Purchase Allocation ( PPA ) exercise for the acquisition of PT Suryamas Dutamakmur Tbk ( PT Suryamas ) on 16 October The provisional PPA report submitted to the Company after the announcement of the full year results led to certain adjustments for the, as set out in Notes 1 to 3, Notes 7 to 9 and 12 below: Note 1: Note 2: Note 3: Note 4: Note 5: Note 6: Note 7: The variance in the gain on bargain purchase is due to the valuation of PT Suryamas based on the provisional PPA report. The higher tax expense in the is due to higher deferred tax liabilities recorded to take into account the value of development properties and property, plant and equipment in the provisional PPA report. The lower currency translation gains is due to the differing exchange rates used used for PPA report (S$1:IDR9,554) as compared to the (S$1:IDR9,584). The variance in these two items (which relates to PT Suryamas post-employment benefit pension plans) is due to an inter-reclassification to comply with the relevant financial reporting standards and have no material impact on the net profit or total comprehensive income of the Group. Variance as a result of the net effects of Notes 1 to 4 above. The variance is due to a reclassification of an amount of S$2,673K to non-current development properties. Please see Note 7 below. The variance is due to the adjustment made to the current and non-current development properties as explained in the background above: Current Adjustment made to the fair value on developments properties 21,592 Non-current Effect of reclassification from inventories (see Note 6) 2,673 Adjustment made to the fair value on developments properties 19,574 22,247 Note 8: Note 9: The variance in the tax provision balances arose from the value of PT Suryamas as explained in the background above. The variance in the property, plant and equipment balances arose from the value of PT Suryamas as explained in the background above. Note 10: The variance arose from a reclassification of borrowings from current to non-current: Borrowings: Current Effect of reclassification to current trade and other payables (35) Effect of reclassification to non-current borrowings (5,890) (5,925) Non-current Effect of reclassification from current borrowings 5,890 7

8 Note 11 (a) : Other reserves The variance was due to the following: Effect of currency translation reserve allocated to non-controlling interest 519 Effect of remeasurement of post-employment reclassified from other reserves 468 Effect of remeasurement of post-employment allocated to non-controlling interest after re-computation 240 Note 11 (b) : Retained profit 1,227 The variance was due to the following: Profit attributable to equity holders of the Company (Note 5) 2,333 Effect of remeasurement of post-employment reclassified from other reserves 468 2,801 Note 12: The variance was due to the provisional PPA report taking into account the non-controlling interests of PT Suryamas as explained in the background above. Note 13: The variance is due to a re-gross of balances netted of in the. Note 14: Being additional disclosure made by the Company for the. Note 15: The variance was due to the following: Effect of reclassification to disposal of associated companies 8,600 Effect of reclassification to unrealised currency translation gain 41 Note 16: The variance was due to the following: Effect of reclassification to unrealised currency translation gain 1,819 Note 17: The variance was due to reclassification to trade and other payables. Note 18: The variance was due to changes made by the Company in which the respective disclosure item is re-computed. Note 19: The difference was due to adjustment made to the fair value on property, plant and equipment which affects the depreciation on the fair value on property, plant and equipment. By Order of the Board Hano Maeloa Chief Executive Officer and Executive Director Singapore, 31 March