QUESTUS LIMITED (FORMERLY FINANCIAL RESOURCES LIMITED) ABN 23 100 460 035 HALF YEAR REPORT 31 DECEMBER 2007 LODGED WITH THE ASX UNDER LISTING RULE 4.2A THIS INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE 30 JUNE 2007 ANNUAL REPORT 4
FINANCIAL REPORT For the Half Year Ended 31 December 2007 ABN 26 100 460 035 INDEX PAGE Corporate Directory 5 Directors Report 6-8 Auditors Independence Declaration 9 Directors Declaration 10 Consolidated Income Statement 11 Consolidated Balance Sheet 12 Consolidated Statement of Changes in Equity 13 Consolidated Cash Flow Statement 14 Notes to the Financial Statements 15 18 Independent Auditor s Review Report 19-20 5
CORPORATE DIRECTORY DIRECTORS DJ Somerville (Executive Chairman) (Appointed 22 October 2007) RW Olde (Executive Director) (Appointed 7 November 2007) R Pollastri (Non-Executive Director) (Appointed 7 November 2007) RHC Turner AM (Executive Chairman) (Resigned 15 August 2007) JK Bryant (Non-Executive Director) (Resigned 7 November 2007) RL Andersen (Non-Executive Director) (Resigned 7 November 2007) COMPANY SECRETARY RL Andersen (Resigned 14 January 2008) KJ Kitney (Appointed 14 January 2008) REGISTERED AND PRINCIPLE OFFICE AUDITORS SOLICITORS SHARE REGISTRY STOCK EXCHANGE LISTING Level 3 / 47 Kishorn Road APPLECROSS WA 6153 Telephone: +61 8 6310 5040 Facsimile: +61 8 6310 5041 RSM Bird Cameron Partners Chartered Accountants 8 St George s Terrace PERTH WA 6000 Steinepreis Paganin Level 4, Next Building 16 Milligan Street PERTH WA 6000 Security Transfer Registrars Pty Ltd Alexandrea House Suite 1, 770 Canning Highway APPLECROSS WA 6153 Telephone: + 61 8 9315 2333 Facsimile: + 61 8 9315 2233 Questus Limited shares are listed on the Australian Stock Exchange Limited under the code QSS. Questus Limited options are listed on the Australian Stock Exchange Limited under the code QSSO. WEB SITE COMPANY DOMICILE AND LEGAL FORM www.questus.com.au Questus Limited is a public company limited by shares, incorporated and domiciled in Australia. 6
DIRECTORS REPORT The directors of Questus Limited submit herewith the consolidated financial report for the half year ended 31 December 2007 and the review report thereon. Directors The names of the directors of the company during or since the end of the previous financial period and up to the date of this report are: DJ Somerville (Executive Chairman) (Appointed 22 October 2007) RW Olde (Executive Director) (Appointed 7 November 2007) R Pollastri (Non-Executive Director) (Appointed 7 November 2007) RHC Turner AM (Executive Chairman) (Resigned 15 August 2007) JK Bryant (Non-Executive Director) (Resigned 7 November 2007) RL Andersen (Non-Executive Director) (Resigned 7 November 2007) Review of Operations The consolidated income statement shows a loss after tax attributable to members of 341,060.00 (Half-year to December 2006 a loss of 4,581,156.00). Revenue and expenses were significantly reduced during the period as a result of the administration and eventual relisting on the ASX. Current assets have significantly increased as a result of the acquisition of two new entities, Questus Funds Management Limited (QFML) and Questus Capital Solutions Pty Ltd (QCS) (formerly Solon Capital Pty Ltd). During the past 6 months, the Company has undergone a significant restructuring and the directors believe the Company is now positioned to capitalise on opportunities, broadening our local and national focus. The directors expect a turnaround in the profit for the next period arising from the effectuation of the DOCA, the restructure of the Company and the acquisition of new assets late in November 2007. This will provide the basis for an improved profit result in the second half of the financial year, supported by. The launch of the Questus Super Warrant product and the recovery of expenses incurred in the establishment of the product and generation of fees from new investment applications. The continued pursuance of the non-performing loans from the FRL (WA) loan book. The Company continues to work closely with HSBC to undertake legal recovery action on defaulting loans. The Company confirms that there is no liability on the loan book following the effectuation of the DOCA. The anticipated growth in annual management fees from our existing and new range of property based investment funds. 7
DIRECTORS REPORT Auditor s independence declaration A copy of the auditor s independence declaration as required under section 307C of the Corporations Act 2001 is set out on Page 9. Signed in accordance with a resolution of directors. On behalf of the Directors Dated 28 February 2008 8
DIRECTORS DECLARATION The directors of the Company declare that: 1. the attached financial statements and notes, as set out on pages 11 to 18: (a) (b) comply with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and give a true and fair view of the Consolidated entity s financial position as at 31 December 2007 and of the performance as represented by the results of its operations and its cash flows, for the half year ended on that date. 2. the financial statements and notes are in accordance with the Corporations Act 2001; and 3. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. On behalf of the Directors Director Perth, 28 February 2008 10
CONSOLIDATED INCOME STATEMENT For the Half Year Ended 31 December 2007 Note Half-Year Ended 31 December 2007 Half-Year Ended 31 December 2006 Continuing operations Revenue 1,285,168 9,235,989 Employee expenses (82,972) (2,086,381) Contracting expenses - (1,018,034) Other expenses (1,235,265) (4,597,298) Finance costs (206,249) (780,619) Amortisation and depreciation (3,673) (862,963) Impairment of goodwill - (1,702,972) Impairment of loan receivables - (1,015,710) Impairment of investment (17,519) - Impairment of intangible asset - (1,701,578) Share of loss of associate - (351,197) Loss before income tax expense (260,510) (4,880,763) Income tax (expense) / benefit (31,337) 227,296 Loss from continuing operations (291,847) (4,653,467) Discontinued Operations Loss for the period from discontinued operations 3 (49,213) - Income tax - - Loss from discontinued operations (49,213) - Net loss for the period (341,060) (4,653,467) Profit attributable to minority interests - 72,311 Net Loss attributable to members of Questus Limited (341,060) (4,581,156) Earnings Per Share: (cents per share) Continuing and discontinued operations Basic earnings per share (3.7)cents (6.71)cents Diluted earnings per share (3.7)cents (6.71)cents Continuing operations Basic earnings per share (3.1)cents (6.71)cents Diluted earnings per share (3.1)cents (6.71)cents The above Consolidated Income Statement should be read in conjunction with the accompanying notes 11
CONSOLIDATED BALANCE SHEET As at 31 December 2007 Note 31 December 2007 30 June 2007 CURRENT ASSETS Cash assets 2,230,612 198,900 Receivables 947,331 1,537,708 Other 8,262 1,883 TOTAL CURRENT ASSETS 3,186,205 1,738,491 NON-CURRENT ASSETS Financial assets 283,119 - Receivables 711,328 836,899 Plant and equipment 9,943 5,027 Deferred tax asset 87,237 15,208 Intangible assets 2,570,911 - TOTAL NON-CURRENT ASSETS 3,662,538 857,134 TOTAL ASSETS 6,848,743 2,595,625 CURRENT LIABILITIES Trade and other payables 420,465 438,078 Interest-bearing loans and borrowings 821,164 2,678,994 Provisions 21,263 3,317 Income tax payable 287,967 1,158 TOTAL CURRENT LIABILITIES 1,550,859 3,121,547 NON-CURRENT LIABILITIES Interest-bearing loans and borrowings 30,000 200,000 TOTAL NON-CURRENT LIABILITIES 30,000 200,000 TOTAL LIABILITIES 1,580,859 3,321,547 TOTAL ASSETS 5,267,884 (752,922) EQUITY Issued capital 2 18,269,832 11,934,967 Accumulated losses (13,001,948) (12,660,889) TOTAL EQUITY 5,267,884 (725,922) The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes 12
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the Half Year Ended 31 December 2007 Note Share Capital Retained Losses Total Parent Interests Minority Interests Total Balance at 1 July 2006 11,934,967 1,813,113 13,748,080 (38,912) 13,709,168 Loss attributable to members of parent entity - (4,581,156) (4,581,156) (72,312) (4,653,468) Dividends paid - (491,499) (491,499) - (491,499) Balance at 31 December 2006 11,934,967 (3,259,542) 8,675,425 (111,224) 8,564,201 Balance at 1 July 2007 11,934,967 (12,660,888) (725,921) - (725,921) Loss attributable to members of parent entity - (341,060) (341,060) - (341,060) Issue of ordinary shares 6,500,000-6,500,000-6,500,000 - Transaction costs on share issue (165,135) - (165,135) (165,135) Balance at 31 December 2007 2 18,269,832 (13,001,948) 5,267,884-5,267,884 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes 13
CONSOLIDATED CASH FLOW STATEMENT For the Half Year Ended 31 December 2007 Note Half Year Ended 31 December 2007 Half Year Ended 31 December 2006 Cash flows from operating activities Receipts from customers 1,555,474 10,839,000 Payments to suppliers and employees (2,307,367) (6,619,000) Interest received 265,320 1,154,000 Interest paid (209,146) (781,000) Income tax paid - (489,000) Net cash flows (used in)/from operating activities (695,719) 4,104,000 Cash flows from investing activities Proceeds from sale of property, plant and equipment - 86,000 Purchase of property, plant and equipment - (3,342,000) Funding of associates operations - (559,000) Proceeds from lease receivable 1,066,078 - Purchase of controlled entities, net of cash acquired 4 549,711 - Payment for investment (150,000) - Net cash flows from/(used in) investing activities 1,465,789 (3,815,000) Cash flows from financing activities Proceeds from borrowings 88,770 3,143,000 Repayment of investors loan (2,161,994) (3,557,000) Payment of dividends - (491,000) Proceeds from share issue 3,500,000 - Payment for expenses on issue of shares (165,134) - Net cash flows (used in)/ from financing activities 1,261,642 (905,000) Net increase/(decrease) in cash and cash equivalents 2,031,712 (616,000) Cash and cash equivalents at the beginning of the period 198,900 3,411,000 Cash and cash equivalents at the end of the period 2,230,612 2,795,000 The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes 14
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Half Year Ended 31 December 2007 1. Basis of preparation The half-year consolidated financial report is a general purpose financial report prepared in accordance with the requirements of Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting. Compliance with AASB134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The half-year report does not include full disclosures of the type normally included in an annual financial report. It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2007 and any public announcements made by Questus Limited and its controlled entities during the half-year in accordance with continuous disclosure requirements arising under Corporations Act 2001. The accounting policies have been consistently applied by the entities in the consolidated group and are consistent with those in the annual financial report for the year ended 30 June 2007. (a) Reporting basis and conventions The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. 15
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Half Year Ended 31 December 2007 31 December 2007 30 June 2007 2. Issued Capital a) Paid up capital Fully paid ordinary shares 18,269,832 11,934,967 b) Movements Date Details Number of securities Value 1 July 2007 Opening balance 68,197,660 11,934,967 28 November 2007 1 for 20 reconstruction (64,787,777) - 28 November 2007 Prospectus dated 23 Oct 2007 17,500,000 3,500,000 28 November 2007 Vendors of Solon Capital Pty 15,000,000 3,000,000 Ltd and Questus Funds Management Ltd. 28 November 2007 Issue costs - (165,135) 31 December 2007 Closing balance 35,909,883 18,269,832 There were no issues of equity shares in the comparative period. 3. Discontinued Operations In November 2007, the directors placed Quikcard (WA) Pty Ltd into liquidation the operations of Quikcard (WA) Pty Ltd included in the results for the Half Year Ended 31 December 2007 are as follows. Half-Year Ended Results of discontinued operation 31 December 2007 Revenue 27,480 Finance costs (2,897) Employee expenses (8,358) Other expenses (65,438) Loss for the period (49,213) Assets and liabilities of discontinued operation Half-Year Ended 31 December 2007 Trade and other payables (67,485) (67,485) Half-Year Ended Cash flow of discontinued operations 31 December 2007 Receipts from customers 29,638 Payments to suppliers and employees (91,701) Proceeds from borrowings 50,000 Net decrease in cash held (12,063) 16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Half Year Ended 31 December 2007 4. ACQUISITION OF SUBSIDIARIES The Company acquired Solon Capital Pty Ltd and Questus Funds Management Ltd on 28 November 2007, the acquisition had the following effect on the Company s assets and liabilities. Fair value of Assets and liabilities acquired Solon Capital Pty Ltd Questus Funds Management Ltd Total Plant and equipment 8,822-8,822 Financial assets 100,639 50,000 150,639 Trade and other receivables 279,122 583,505 862,627 Cash 531,852 17,859 549,711 Deferred tax asset 35,842 273 36,115 Borrowings (8,988) (36,406) (45,394) Trade and other payables (758,324) (148,828) (907,152) Provisions (8,516) - (8,516) Income tax payable - (219,557) (219,557) Net identifiable assets / (liabilities) 180,449 246,846 427,295 Intangibles (including goodwill) 539,551 2,033,154 2,572,705 Total consideration 720,000 2,280,000 3,000,000 Less: shares issued to vendors (720,000) (2,280,000) (3,000,000) Cash outflow - - - Cash acquired 531,852 17,859 549,711 Net cash inflow 531,852 17,859 549,711 Revenues contributed since acquisition 74,328 76,752 151,080 Net profit/(loss) contributed since acquisition (3,792) 30,329 26,537 The Company issued 15,000,000 shares at 20 cents as part of the consideration paid, to the vendors of Solon Capital Pty Ltd and Questus Funds Management Ltd. 17
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Half Year Ended 31 December 2007 5. CONTINGENT LIABILITIES There are no material contingent liabilities or contingent assets of the company at the half year ended 31 December 2007 6. SEGMENT REPORTING Business Segment The consolidated group predominantly operates in one business segment. Its activities include the provision of financial services products, services and solutions to its customer base. Geographical Segment The consolidated group s operations are based in Australia. 7. DIVIDENDS No dividends have been declared or paid during the half year ended 31 December 2007 or in the prior period, and the directors do not recommend the payment of a dividend in respect of the half year ended 31 December 2007. 8. EVENTS SUBSEQUENT TO BALANCE SHEET DATE On 1 February 2008, the Company changed its name to Questus Limited, with a new ASX Code (QSS) effective from 14 February 2008. The Company effected the change of name of Solon Capital Pty Ltd to Questus Capital Solutions Pty Ltd. 18