SINARMAS LAND LIMITED (REG. NO. 199400619R)
Full Year Financial Statement And Dividend Announcement
PART I - INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR ANNOUNCEMENTS
1(a) An income statement and statement of comprehensive income for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year
UNAUDITED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2011
(Restated) (Restated) Full Year 2011 Full Year 2010 Change 4th Qtr 2011 4th Qtr 2010 Change S$’000 S$’000 % S$’000 S$’000 % Revenue 543,760 422,913 28.6 185,400 128,156 44.7 Cost of sales (243,572) (174,787) 39.4 (95,693) (57,089) 67.6 Gross profit 300,188 248,126 21.0 89,707 71,067 26.2 Operating expenses Selling expenses (47,628) (35,373) 34.6 (15,208) (11,630) 30.8 General and administrative
expenses (96,938) (89,375) 8.5 (22,184) (21,181) 4.7 Total operating expenses (144,566) (124,748) 15.9 (37,392) (32,811) 14.0
Operating profit 155,622 123,378 26.1 52,315 38,256 36.7
Other income/(expenses)
Finance income 37,556 19,272 94.9 10,145 6,248 62.4 Finance costs (29,066) (39,660) (26.7) (4,411) (8,845) (50.1) Foreign exchange gain/(loss), net 4,685 (40,030) n.m. (7,740) (21,834) (64.6) Share of results of associated
companies, net of tax 13,496 14,052 (4.0) 4,085 7,536 (45.8) Other operating income, net 11,181 10,602 5.5 2,126 640 232.2 Other income/(expenses), net 37,852 (35,764) n.m. 4,205 (16,255) n.m. Exceptional item
Negative goodwill - 16,612 (100.0) - - -
Profit before income tax 193,474 104,226 85.6 56,520 22,001 156.9
Income tax (26,791) (23,330) 14.8 (8,421) (6,576) 28.1
Profit from core business 166,683 80,896 106.0 48,099 15,425 211.8
Profit from BCI group (see note 3) - 13,561 (100.0) - - - Profit from FIH group (see note 4) - 224,784 (100.0) - 122,538 (100.0)
Total profit for the year/period 166,683 319,241 (47.8) 48,099 137,963 (65.1)
Attributable to:
Owners of the Company 88,841 262,571 (66.2) 19,131 118,728 (83.9) Non-controlling interests 77,842 56,670 37.4 28,968 19,235 50.6
166,683 319,241 (47.8) 48,099 137,963 (65.1)
Notes:
(1) n.m. – not meaningful
(2) Certain comparative figures have been restated and reclassified to account for retrospective adjustments arising from the adoption of INT FRS 115. Please refer to Note 5 for further details.
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECMBER 2011
(Restated) (Restated) Full Year 2011 S$’000 Full Year 2010 S$’000 4th Qtr 2011 S$’000 4th Qtr 2010 S$’000
Profit for the year/period 166,683 319,241 48,099 137,963
Other comprehensive income/(loss): Foreign currency translation differences on
consolidation 12,300 (27,356) (94,476) (62,183) Equity portion of bonds (2,003) (5,213) (1,335) -
Other comprehensive income/(loss), net of tax 10,297 (32,569) (95,811) (62,183) Total comprehensive income/(loss) for the
year/period 176,980 286,672 (47,712) 75,780
Total comprehensive income/(loss) attributable to:
Owners of the Company 98,328 259,033 (31,932) 85,509 Non-controlling interests 78,652 27,639 (15,780) (9,729)
176,980 286,672 (47,712) 75,780
ADDITIONAL INFORMATION
(A) Earnings before income tax, non-controlling interests, interest on borrowings, depreciation and amortisation, foreign exchange gain/(loss), exceptional items and share of results of associated companies (“EBITDA”)
(Restated) (Restated) Full Year 2011 Full Year 2010 Change 4th Qtr 2011 4th Qtr 2010 Change S$’000 S$’000 % S$’000 S$’000 %
Earnings before income tax, non-controlling interests, interest on borrowings, depreciation and amortisation, foreign exchange gain/(loss), exceptional items and share of results of associated companies (“EBITDA”)
221,658 171,142 29.5 68,886 49,982 37.8
Interest on borrowings (29,066) (39,660) (26.7) (4,411) (8,845) (50.1) Depreciation and amortisation (17,299) (17,890) (3.3) (4,300) (4,838) (11.1) Foreign exchange gain/(loss), net 4,685 (40,030) n.m. (7,740) (21,834) (64.6) Exceptional item, net - 16,612 (100.0) - - - Share of results of associated
companies, net of tax 13,496 14,052 (4.0) 4,085 7,536 (45.8) Profit before income tax from core
business 193,474 104,226 85.6 56,520 22,001 156.9
Profit before income tax from:
BCI group - 18,299 (100.0) - - - FIH group - 224,827 (100.0) - 122,538 (100.0)
Total profit before income tax 193,474 347,352 (44.3) 56,520 144,539 (60.9)
Notes:
(1) n.m. – not meaningful
ADDITIONAL INFORMATION (cont’d)
(B) Bund Center Investment Ltd (“BCI”) and its subsidiaries (“BCI group”)
During June 2010, the Company completed the distribution in specie of all the shares held in the share capital of BCI to its shareholders (the “Distribution”). The Distribution was effected through a capital reduction in the Company on 18 June 2010. Following the completion of the Distribution, the BCI group is no longer a subsidiary of the Company. Accordingly, the Company has consolidated the BCI group results up to 31 May 2010, being the latest monthly management accounts available then and thereafter ceased to consolidate the financial statements of BCI group. The BCI group results were presented separately in the Group’s comparative figures. An analysis of the results is as follows:
Jan to May 2010 S$’000 Revenue 53,853 Cost of sales (26,403) Operating expenses (9,302)
Other income, net 151
Profit before income tax 18,299
Income tax (4,738)
Profit for the period 13,561
Attributable to:
Owners of the Company 12,776
Non-controlling interests 785
13,561
(C) Florentina International Holdings Limited (“FIH”) and its subsidiaries (“FIH group”)
On 16 September 2010, the Company completed the divestment of the entire issued and paid-up share capital of its wholly-owned subsidiary, FIH (the “Divestment”). Following the completion of the Divestment, the FIH group is no longer a subsidiary of the Company. Accordingly, the Company has consolidated the FIH group results up to 30 September 2010, and thereafter ceased to consolidate the financial statements of FIH group. The FIH group results were presented separately in the Group’s comparative figures. An analysis of the results is as follows: Full Year 2010 4th Qtr 2010 S$’000 S$’000 Revenue 172,568 - Cost of sales (145,236) - Operating expenses (18,186) -
Other income, net 4,652 -
Gain on divestment of FIH group 88,491 - Write back of impairment loss on FIH group 122,538 122,538 Profit before income tax 224,827 122,538
Income tax (43) -
Profit for the year/period 224,784 122,538 Attributable to:
1(b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year
UNAUDITED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2011 Group Company (Restated) (Restated) As at 31/12/2011 As at 31/12/2010 As at 31/12/2009 As at 31/12/2011 As at 31/12/2010 S$’000 S$’000 S$’000 S$’000 S$’000 Assets Current Assets
Cash and cash equivalents 636,069 575,193 334,573 4,479 16,528
Short-term investments 1,442 1,531 1,196 - -
Trade receivables 12,355 14,774 10,067 -
-Other current assets 85,104 54,350 38,484 527,246 535,937
Inventories, at cost 1,133 1,040 1,702 - -
Properties held for sale 447,015 426,693 466,749 - -
1,183,118 1,073,581 852,771 531,725 552,465 Non-Current Assets Subsidiaries - - - 1,428,617 1,426,068 Associated companies 451,696 444,635 420,681 - - Joint venture 8,004 - - - - Long-term investments 12,184 11,976 13,504 - -
Properties under development
for sale 741,478 685,316 657,541 - -
Investment properties 187,417 171,670 178,988 - - Property, plant and equipment 158,062 144,755 164,591 66 269
Long-term receivables 218,460 204,342 202,208 -
-Deferred charges 356 176 151 - -
Deferred tax assets 165 343 5,412 - -
Goodwill 1,784 1,784 1,784 - -
1,779,606 1,664,997 1,644,860 1,428,683 1,426,337
Assets held by BCI group - - 625,453 - -
Total Assets 2,962,724 2,738,578 3,123,084 1,960,408 1,978,802
Note: Certain comparative figures have been restated and reclassified to account for retrospective adjustments arising from the adoption of INT FRS 115. Please refer to Note 5 for further details.
UNAUDITED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2011 (cont'd) Group Company (Restated) (Restated) As at 31/12/2011 As at 31/12/2010 As at 31/12/2009 As at 31/12/2011 As at 31/12/2010 S$’000 S$’000 S$’000 S$’000 S$’000
Liabilities and Equity
Current Liabilities Short-term borrowings 6,135 65,515 58,634 - - Trade payables 20,105 19,629 33,625 - - Bonds payables 69,860 83,712 8,283 - -Other payables 336,585 284,059 291,391 35,027 70,304 Obligations under finance
leases 91 124 126 85 118
Income taxes payable 133 436 563 - -
432,909 453,475 392,622 35,112 70,422 Non-Current Liabilities
Bonds payables 42,864 111,197 210,946 - -
Obligations under finance
leases 185 390 514 170 369
Long-term borrowings 109,812 55,002 258,277 - -
Long-term payables 283,291 189,623 166,785 - -
Deferred tax liabilities 21 - - - -
436,173 356,212 636,522 170 369
Liabilities incurred by BCI group - - 190,879 - -
Total Liabilities 869,082 809,687 1,220,023 35,282 70,791 Equity attributable to Owners of the Company
Issued capital 1,907,108 1,907,108 2,317,772 1,907,108 1,907,108 Foreign currency translation
deficit (890,273) (901,763) (814,462) - -
Goodwill on consolidation (62,122) (62,122) (105,023) - -
Option reserve 16,603 18,606 23,819 - -
Asset revaluation reserve 9,758 9,758 74,933 - -
Other reserve 17,303 17,518 - - - Retained earnings 458,573 369,732 (3,801) 18,018 903 Legal reserve - - 4,364 - 1,456,950 1,358,837 1,497,602 1,925,126 1,908,011 Non-Controlling Interests 636,692 570,054 405,459 - -Total Equity 2,093,642 1,928,891 1,903,061 1,925,126 1,908,011
1(b)(ii) Aggregate amount of group’s borrowings and debt securities
As at 31/12/2011 As at 31/12/2010
Secured Unsecured Total Secured Unsecured Total
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Amount repayable in one year or less, or on demand
76,086 - 76,086 149,351 - 149,351
Amount repayable after one year
109,997 42,864 152,861 124,972 41,617 166,589
Total 186,083 42,864 228,947 274,323 41,617 315,940
Details of any collateral
Certain time deposits, trade receivables, properties under development for sale and held for sale, investment properties, and property, plant and equipment have been pledged to the creditors to obtain the above secured borrowings.
1(c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2011
(Restated)
Full Year Full Year 2011 2010 S$’000 S$’000 Cash flows from operating activities
Profit before income tax 193,474 347,352
Adjustments for:
Depreciation 17,140 32,759
Amortisation expense 159 76
Interest expense 29,066 41,800
Gain on disposal of:
Property, plant and equipment (202) (2,185)
Investment properties - (164)
Available-for-sale financial assets - (161)
Gain on divestment of FIH group - (88,491)
Property, plant and equipment written off - 6
Inventories written off 117 -
Negative goodwill - (16,612)
Share of results of associated companies, net of tax (13,496) (14,052) Write back of allowance for impairment on:
FIH group - (122,538)
Available-for-sale financial assets (1,623) (2,954)
Changes in fair value of short-term investments (39) 260 Unrealised foreign exchange (gain)/loss, net (7,436) 100,480
Interest income (37,556) (19,496)
Operating cash flows before working capital changes 179,604 256,080 Changes in working capital:
Short-term investments 157 (659)
Trade receivables 2,419 (8,101)
Other current assets and receivables (20,225) (17,542)
Inventories (210) (2,748)
Trade payables 476 11,158
Other payables 145,843 23,613
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2011 (cont'd)
(Restated)
Full Year Full Year 2011 2010
S$’000 S$’000
Cash generated from operations 308,064 261,801
Interest paid (25,058) (44,748)
Interest received 36,332 18,759
Tax paid (37,771) (28,052)
Net cash generated from operating activities 281,567 207,760
Cash flows from investing activities
Proceeds from capital reduction in associated companies 1,988 750 Proceeds from divestment of FIH group, net of cash disposed - 166,972 Proceeds from disposal of property, plant and equipment 219 6,757
Proceeds from disposal of investment properties - 362
Proceeds from disposal of available-for-sale financial assets 1,427 2,281 Acquisition of interest in associated companies - (4,589)
Acquisition of interest in joint venture (8,004) -
Capital expenditure on investment properties (22,196) (2,825) Capital expenditure on property, plant and equipment (28,000) (8,434)
Payment for deferred expenditure (337) (95)
Capital expenditure on properties under development and held for sale (70,003) (42,684) Acquisition of subsidiary, net of cash acquired - 1,349 Cash flow effect arising from deconsolidation of BCI group - 12,130
Dividends from associated companies 4,800 117
Net cash (used in)/generated from investing activities (120,106) 132,091
Cash flows from financing activities
Acquisition of additional interest in a subsidiary (1,498) (3,000)
Repayment of borrowings, net (3,515) (207,613)
Repayment of bonds (88,200) (12,107)
Decrease/(Increase) in time deposits pledged 2,915 (526) Capital returned to non-controlling shareholders (2,520) (2,250) Cash subscribed by non-controlling shareholders - 179,958 Dividend payment to non-controlling shareholders (7,692) (5,498) Payments of obligations under finance leases (238) (126)
Net cash used in financing activities (100,748) (51,162)
Net increase in cash and cash equivalents 60,713 288,689
Cash and cash equivalents at the beginning of the year 570,778 321,200
Effect of exchange rate changes on cash and cash equivalent 3,078 (39,111)
Cash and cash equivalents at the end of the year (See Note) 634,569 570,778
Note:
Cash and cash equivalents consist of cash on hand and balances with banks and comprise the following:
As at
31/12/2011
As at 31/12/2010 S$’000 S$’000
Cash on hand and in banks 75,446 43,017
Time deposits 560,623 532,176
636,069 575,193
Less: Time deposits pledged (1,500) (4,415)
1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year
UNAUDITED STATEMENT OF CHANGES IN EQUITY
Issued capital Retained earnings Total The Company S$’000 S$’000 S$’000 Balance at 1 January 2011 1,907,108 903 1,908,011
Profit for the year, representing total comprehensive
income for the year - 17,115 17,115
Balance at 31 December 2011 1,907,108 18,018 1,925,126
Balance at 1 January 2010 2,317,772 (159,134) 2,158,638
Capital reduction (410,664) - (410,664)
Profit for the year, representing total
comprehensive income for the year - 160,037 160,037
Balance at 31 December 2010 1,907,108 903 1,908,011
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Attributable to Owners of the Company
Issued capital Foreign currency translation deficit Goodwill on consolidation Option reserve Asset revaluation reserve Other reserve Retained earnings Total Non-Controlling Interests Total Equity The Group S$'000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 Balance at 1.1.2011 as previously reported 1,907,108 (901,862) (62,122) 18,606 9,758 17,518 372,685 1,361,691 570,054 1,931,745 Effect of adoption of INT FRS 115 - 99 - - - - (2,953) (2,854) - (2,854) Balance at 1.1.2011 as restated 1,907,108 (901,763) (62,122) 18,606 9,758 17,518 369,732 1,358,837 570,054 1,928,891 Total comprehensive income/(loss) for the year - 11,490 - (2,003) - - 88,841 98,328 78,652 176,980 Adjustment to additional rights issue expenses in a subsidiary - - - (254) - (254) (265) (519) Dividend paid to non-controlling shareholders - - - - (7,692) (7,692) Capital returned to non-controlling shareholders - - - - (2,520) (2,520) Change in interest in a subsidiary - - - 39 - 39 (1,537) (1,498) Balance at 31.12.2011 1,907,108 (890,273) (62,122) 16,603 9,758 17,303 458,573 1,456,950 636,692 2,093,642
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 comparative statement for the corresponding period of the immediately preceding financial year
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (cont’d) Attributable to Owners of the Company
Issued capital Foreign currency translation deficit Goodwill on consolidation Option reserve Asset revaluation reserve Other reserve Retained earnings Legal reserve Total Non- Controlling Interests Total Equity The Group S$'000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 Balance at 1.1.2010 2,317,772 (814,467) (105,023) 23,819 74,933 - (3,649) 4,364 1,497,749 405,459 1,903,208 Effect of adoption of INT FRS 115 - 5 - - - - (152) - (147) - (147) Balance at 1.1.2010 as restated 2,317,772 (814,462) (105,023) 23,819 74,933 - (3,801) 4,364 1,497,602 405,459 1,903,061 Total comprehensive income/(loss) for the year, restated
- 1,675 - (5,213) - - 262,571 - 259,033 27,639 286,672 Capital reduction (410,664) - - - (410,664) - (410,664) Capital returned to non-controlling shareholders - - - - - - - - - (2,250) (2,250) Deconsolidation of BCI group - (53,145) (16,335) - (65,175) - 110,962 - (23,693) (16,242) (39,935) Divestment of FIH group - (35,831) 59,236 - - - - (4,364) 19,041 - 19,041 Dividend paid to non-controlling shareholders - - - - - - - - - (5,498) (5,498) Capital subscription pursuant to rights issue in a subsidiary, net - - - - - - - - - 179,958 179,958 Change in interest in subsidiaries - - - - - 17,518 - - 17,518 (19,012) (1,494) Balance at 31.12.2010 as restated 1,907,108 (901,763) (62,122) 18,606 9,758 17,518 369,732 - 1,358,837 570,054 1,928,891
1(d)(ii) Details of any changes in the company's 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 well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, 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
The Company did not have treasury shares as at 31 December 2011 and 2010.
There have been no changes to the number of issued shares of the Company since 31 December 2011.
As at 31 December 2011, the outstanding number of warrants was 1,520,978,744. Each warrant carries the right to subscribe for one new ordinary share at an exercise price of S$0.10 and may only be exercised on the fifth (5th) anniversary of the date of issuance (i.e. 18 November 2015). Assuming all the warrants are fully exercised, the number of new ordinary shares to be issued would be 1,520,978,744.
1(d)(iii) To show the number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year
The total number of issued shares excluding treasury shares as at 31 December 2011 and 2010 was 3,041,959,437 ordinary shares.
1(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
These figures have not been audited, or reviewed by the auditors.
3. Where the figures have been audited or reviewed, the auditors’ report (including any qualifications or emphasis of 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 Note 5 below, the Group has applied the same accounting policies and methods of computation consistent with those used in the most recent audited financial statements for the year ended 31 December 2010.
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/revised FRSs and Interpretations to FRS (“INT FRS”) that are relevant to its operations and effective for period beginning 1 January 2011. Except as disclosed below, the adoption of the new/revised FRSs and INT FRS has had no material financial impact on the Group’s financial statements.
INT FRS 115 Agreement for the Construction of Real Estate clarifies when revenue and related expenses from a sale of real estate unit should be recognised, if an agreement between a developer and a buyer is reached before the construction of the real estate is completed. It also determines that contracts which do not classify as construction in accordance with FRS 11 can only be accounted for using the percentage of completion method if the entity continuously transfers to the buyer control and the significant risk and rewards of ownership of the work-in-progress in its current state as construction progresses.
Prior to adoption of INT FRS 115, the Group’s accounting policy for properties under development for sale was to recognise revenue using completed contract method, except for revenue from sale of properties which are completed in more than one year, of which the percentage of completion method is used. The Group has considered the application of INT FRS 115 and concluded that certain “pre-completion” sale contracts were not, in substance, construction contracts, and the legal terms are such that the construction does not represent the continuous transfer of work-in-progress to the buyer. Consequently, the completed contract method of revenue recognition has applied to these contracts. The change in accounting policy has been applied retrospectively and the comparatives have been restated with the following impact:
As previously reported Restated for adoption of INT FRS 115 As previously reported Restated for adoption of INT FRS 115 FY2010 FY2010 4Q2010 4Q2010 S$’000 S$’000 S$’000 S$’000 Consolidated income statement
Revenue 440,631 422,913 134,498 128,156
Cost of sales (189,708) (174,787) (61,815) (57,089) Other expenses, net (35,760) (35,764) (16,251) (16,255) Profit before income tax 107,027 104,226 23,621 22,001
Profit from core business 83,697 80,896 17,045 15,425
Total profit for the year/period 322,042 319,241 139,583 137,963
Profit attributable to:
Owner of the Company 265,372 262,571 120,348 118,728 Non-controlling interests 56,670 56,670 19,235 19,235 As previously reported Restated for adoption of INT FRS 115 As at 31/12/2010 As at 31/12/2010 S$’000 S$’000
Consolidated statement of financial position
Properties under development for sale 668,147 685,316
Trade receivables 14,826 14,774
Other payables 264,088 284,059
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
- - The Group Full Year 2011 (Restated) Full Year 2010 4th Qtr 2011 (Restated) 4th Qtr 2010 Earnings/(Loss) per ordinary
share for the period after deducting any provision for preference dividends:- (i) Based on weighted average number of
ordinary shares
- Core Business SGD2.92cents SGD0.82cents SGD0.63cents (SGD0.13cents)
- BCI group - SGD0.42cents - -
- FIH group - SGD7.39cents - SGD4.03cents
Weighted average
numbers of shares 3,041,959,437 3,041,959,437 3,041,959,437 3,041,959,437 (ii) On a fully diluted basis
- Core Business SGD2.20cents SGD0.78cents SGD0.51cents (SGD0.10cents)
Weighted average
numbers of shares 4,047,352,166 3,188,970,138 3,778,928,519 3,630,002,239
7. Net asset value (for the issuer and group) per ordinary share based on issued shares excluding treasury shares of the issuer at the end of the (a) current financial period reported on and (b) immediately preceding financial year
The Group The Company
- - As at 31/12/2011 (Restated) As at 31/12/2010 As at 31/12/2011 As at 31/12/2010 Net asset value per ordinary
share based on existing issued share capital of 3,041,959,437 shares as at end of the period reported on
8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group’s business. The review must discuss 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. It must also discuss any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on
(in S$ million) PROPERTY BUSINESS
For the year ended Indonesia
China (see note 2) AFP Land Group (see note 3) Total Property Business Corporate & investment holding Total Core Business Revenue 31 December 2011 461.3 58.1 24.4 543.8 - 543.8 31 December 2010, restated 381.2 16.9 24.8 422.9 - 422.9 Increase/(Decrease) 80.1 41.2 (0.4) 120.9 - 120.9 Increase/(Decrease) % 21.0 243.8 (1.6) 28.6 - 28.6 Gross Profit 31 December 2011 279.8 8.0 12.4 300.2 - 300.2 31 December 2010, restated 230.6 4.8 12.7 248.1 - 248.1 Increase/(Decrease) 49.2 3.2 (0.3) 52.1 - 52.1 Increase/(Decrease) % 21.3 66.7 (2.4) 21.0 - 21.0 EBITDA (see note (1))
31 December 2011 214.3 5.9 2.1 222.3 (0.6) 221.7 31 December 2010, restated 173.6 1.6 2.7 177.9 (6.8) 171.1 Increase/(Decrease) in earnings 40.7 4.3 (0.6) 44.4 6.2 50.6 Increase/(Decrease) % 23.4 268.8 (22.2) 24.9 91.2 29.5 Interest on borrowings 31 December 2011 24.0 - 8.7 32.7 (3.6) 29.1 31 December 2010 28.5 - 8.5 37.0 2.7 39.7 Increase/(Decrease) (4.5) - 0.2 (4.3) (6.3) (10.6) Increase/(Decrease) % (15.8) - 2.4 (11.6) n.m. (26.7)
Depreciation and amortisation
31 December 2011 12.9 0.2 4.0 17.1 0.2 17.3 31 December 2010 13.4 0.1 3.8 17.3 0.6 17.9
Increase/(Decrease) (0.5) 0.1 0.2 (0.2) (0.4) (0.6) Increase/(Decrease) % (3.7) 100.0 5.3 (1.2) (66.7) (3.3)
Foreign exchange gain/(loss)
31 December 2011 0.4 - - 0.4 4.3 4.7 31 December 2010 6.3 - (1.8) 4.5 (44.5) (40.0) Increase/(Decrease) in gain (5.9) - 1.8 (4.1) 48.8 44.7 Increase/(Decrease) % (93.7) - 100.0 (91.1) n.m. n.m. Exceptional gain 31 December 2011 - - - 31 December 2010 16.6 - - 16.6 - 16.6 Increase/(Decrease) in gain (16.6) - - (16.6) - (16.6) Increase/(Decrease) % (100.0) - - (100.0) - (100.0) Share of associates’ profit, net of
tax 31 December 2011 13.5 - - 13.5 - 13.5 31 December 2010 14.1 - - 14.1 - 14.1 Increase/(Decrease) (0.6) - - (0.6) - (0.6) Increase/(Decrease) % (4.0) - - (4.0) - (4.0) Pre-tax profit/(loss) 31 December 2011 191.3 5.7 (10.6) 186.4 7.1 193.5 31 December 2010, restated 168.6 1.6 (11.5) 158.7 (54.5) 104.2 Increase/(Decrease) in profit 22.7 4.1 0.9 27.7 61.6 89.3 Increase/(Decrease) % 13.5 256.3 7.8 17.5 n.m. 85.6 Net profit/(loss) attributable to
owners of the Company
31 December 2011 78.7 4.7 (1.7) 81.7 7.1 88.8 31 December 2010, restated 89.9 0.9 (11.7) 79.1 (54.1) 25.0 Increase/(Decrease) in profit (11.2) 3.8 10.0 2.6 61.2 63.8
Increase/(Decrease) % (12.5) 422.2 85.5 3.3 n.m. 255.2
Notes:
(1) This refers to earnings before income tax, non-controlling interests, interest on borrowings, depreciation and amortisation, foreign exchange gain/(loss), exceptional items and share of associated companies’ results.
(2) This refers to certain mixed developments located in Chengdu and Shenyang, China.
PERFORMANCE FOR THE YEAR ENDED 31 DECEMBER 2011
The Group’s core business comprised the property business in Indonesia, AFP Land group and certain mixed developments located in Chengdu and Shenyang, China.
Revenue for the Group increased to S$543.8 million for the year ended 31 December 2011 (“FY2011”), representing an increase of 28.6% as compared to S$422.9 million in the previous year (“FY2010”). In line with higher revenue, EBITDA grew by 29.5% to S$221.7 million in FY2011, while net profit from core business was higher at S$88.8 million as compared to S$25 million in FY2010.
REVENUE
The Group’s revenue comprised mainly contribution from property developments and management, country club and hotel operations in Indonesia, Chengdu and Shenyang in China, Malaysia and Singapore. Following the adoption of INT FRS 115, which became effective on 1 January 2011, the previous year’s results were restated to be comparable to current year’s results (Please refer to Note 5 for details on the change in accounting policy).
BSD City, a satellite city project in West Java is the Group’s main revenue contributor, accounted for approximately 40.2% of the total revenue. Increase of S$80.1 million in revenue from Indonesia Property was mainly attributable to higher average selling prices and larger number of completed residential units recognised for our residential projects, as well as higher sales of land for commercial and industrial purposes in Indonesia.
During the year, the Group has completed the construction of certain apartment blocks of phase 1 of the mixed development project in Shenyang, China, which was launched in 2009. The recognition of revenue from sales of these residential apartments has resulted in increase in revenue from China Property.
COST OF SALES
Cost of sales increased by 39.4% to S$243.6 million in FY2011 in line with higher revenue recorded and additional infrastructure and landscaping cost incurred by BSD City during the current year.
GROSS PROFIT
Gross profit increased by 21% to S$300.2 million in FY2011 mainly as a result of higher sales of land and residential properties in Indonesia Property. However, the higher land cost for our Shenyang project has resulted in a decline in overall gross profit margin from 58.7% to 55.2% in FY2011.
OPERATING EXPENSES
SELLING EXPENSESSelling expenses of S$47.6 million comprised mainly advertising and marketing expenses, professional fees, and salaries and related expenses. Higher selling expenses were mainly due to increased advertising and marketing activities for our new housing clusters in BSD City, and higher salary and related expenses.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses of S$96.9 million comprised mainly salaries and related expenses, professional fees, repairs and maintenance, depreciation, rent, tax and licenses, office supplies and utilities. The increase of S$7.6 million or 8.5% was mainly due to higher professional fees, and salaries and related expenses in Indonesia Property.
FINANCE INCOME/(COST), NET
Net finance income comprised interest income after deducting interest expenses and amortisation of deferred bond and loan charges. The Group recorded a net finance income of S$8.5 million in FY2011 as compared to net finance costs of S$20.4 million in the previous year. This was mainly attributable to higher cash and bank balances resulting from higher advances received from customers for development properties and proceeds from rights issue in a subsidiary in the last quarter of 2010. Furthermore, the repayment of bank borrowings and maturing bonds has resulted in lower interest expenses for the year under review.
FOREIGN EXCHANGE GAIN/(LOSS), NET
Net foreign exchange gain of S$4.7 million in FY2011 mainly resulted from gain on translation of U.S. Dollar (“USD”) denominated monetary assets to SGD as USD strengthened against SGD from US$1 = S$1.29 as at end 2010 to US$1 = S$1.30 as at end 2011.
The similar translation of USD denominated monetary assets has resulted in net foreign exchange loss in the previous year as USD weakened against SGD from US$1 = S$1.40 as at end 2009 to US$1 = S$1.29 as at end 2010.
INCOME TAX
Income tax expense comprised final tax on revenue derived from sales of land and properties in Indonesia and corporate income tax derived by applying the varying statutory tax rates of the different countries in which the Group operates on its taxable profit and taxable temporary difference. No group relief is available for set-off of taxable profits against tax losses of companies within the Group.
Higher income tax expenses in FY2011 were primarily attributable to higher final tax paid on sales of development properties in Indonesia Property during the year.
NON-CONTROLLING INTERESTS
Non-controlling interests in profit were higher at S$77.8 million in FY2011 in line with higher profit reported in certain subsidiaries in Indonesia Property.
REVIEW OF FINANCIAL POSITION AS AT 31 DECEMBER 2011
AssetsThe Group’s total assets increased to S$2,962.7 million as at 31 December 2011 mainly contributed from higher cash and cash equivalents, additional capital expenditure on investment property and property, plant and equipment, as well as increases in properties under development and held for sale and other current assets.
The increases in properties under development and held for sale of S$56.2 million and S$20.3 million respectively, were mainly arising from additional land acquisition for future development in Indonesia. Cash and cash equivalents were higher at S$636.1 million mainly as a result of higher advances received from customers for development properties, coupled with cash flows generated from operations during the year.
Higher other current assets of S$30.8 million were mainly due to higher final tax paid in line with the increase in number of units sold, coupled with advance payment made for development properties in Indonesia Property.
Liabilities
Total liabilities of the Group increased by S$59.4 million to S$869.1 million mainly as a result of advances and deposits received in line with the increase in residential units sold, net off repayment of loans and bonds during the year.
REVIEW OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2011
Net cash generated from operating activities was higher at S$281.6 million in FY2011 mainly resulting from higher advances and deposits received on development properties, coupled with better operating performance.
Net cash used in investing activities of S$120.1 million mainly related to the capital expenditure incurred on property, plant and equipment and properties under development, as well as investment in property held for investment purpose.
Net cash used in financing activities of S$100.7 million was mainly for repayment of loans and bonds during the year.
9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results
Not applicable.
10. A commentary at the date of the announcement of the 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 outlook for the Indonesia property market is expected to remain stable, supported by positive domestic economic fundamentals. We will continue leveraging on the strength of our established brand name and long-standing good reputation, coupled with our large land banks in Jakarta and its surrounding area (Jabodetabek). Furthermore, we will continue monitoring the market conditions to ensure the timely launch of new clusters and property developments.
The operating environment in China remains challenging in view of the rising material costs and various measures by the government to stabilise the housing market. Nonetheless, given the stable domestic macro economy, the outlook of the China property remains favourable.
11. Dividend
(a) Current Financial Period Reported On
Any ordinary dividend declared for the current financial period reported on? Yes Name of Dividend: First and final
Dividend Type: Cash
Dividend Amount per share: S$0.0029 per ordinary share Number of shares: 3,041,959,437
Tax Rate: Tax exempt (one-tier)
(b) Corresponding Period of the Immediately Preceding Financial Year
Any ordinary dividend declared for the corresponding period of the immediately preceding financial year? No
(c) Date payable
If approved by shareholders at the forthcoming Annual General Meeting, the proposed final dividend will be paid on 28 June 2012.
(d) Books closure date
NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 12 June 2012 on which day no share transfer will be effected. Duly completed transfers received by the Company's Share Registrar, B.A.C.S. Private Limited, 63 Cantonment Road, Singapore 089758, up to the close of business at 5.00 p.m. on 11 June 2012 will be registered to determine shareholders' entitlements to the proposed first and final dividend.
12. If no dividend has been declared/recommended, a statement to that effect
Not applicable.
13. Interested persons transactions disclosure
Name of interested person
Aggregate value of all interested person transactions during the
financial year under review (excluding transactions less than
SGD100,000 and transactions conducted under shareholders’
mandate pursuant to Rule 920)
Aggregate value of all interested person transactions conducted
under shareholders’ mandate pursuant to Rule 920 (excluding
transactions less than SGD100,000)
FY2011 FY2011
S$ S$
PT Bank Sinarmas Nil 84,971,117 a
PT Bank Sinarmas Nil 75,600 b
PT Dian Swastatika Sentosa Tbk 11,169,912 Nil
PT Global Media Telekomindo Nil 118,801
PT Sinar Mas Agro Resources
and Technology Tbk Nil 797,732
PT Sinar Mas Tunggal 1,398,600 Nil
Total 12,568,512 85,963,250
Note: a
Principal amount of placements as at 31 December 2011 is approximately S$21.4 million. b
PART II - ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT
14. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuer’s most recently audited annual financial statements, with comparative information for the immediately preceding year
BUSINESS SEGMENT
The Group’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business unit requires different marketing strategies. Set out below are the Group’s reportable segments:
Indonesia Property - investment and development of commercial, industrial and residential properties and ownership and management of hotels and resorts in Indonesia.
Other Property - investment and development of commercial and residential properties and ownership and management of hotels and resorts in Malaysia and selected mixed developments in China. Indonesia Property Other Property Others Total Core Business S$’000 S$’000 S$’000 S$’000 Full Year 2011 Revenue Total Revenue 461,297 82,604 - 543,901 Inter-segment sales - (141) - (141)
Revenue from external customers 461,297 82,463 - 543,760
EBITDA 214,367 7,872 (581) 221,658
Other information
Depreciation and amortisation (12,947) (4,148) (204) (17,299)
Finance income 37,193 334 29 37,556
Finance costs (24,012) (8,733) 3,679 (29,066)
Share of results of associated companies,
net of tax 13,496 - - 13,496 Indonesia Property Other Property Others Total Core Business Non-Core Business Total S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 Full Year 2010 Revenue
Total Revenue, restated 381,190 41,864 - 423,054 226,421 649,475
Inter-segment sales - (141) - (141) - (141)
Revenue from external
customers, restated 381,190 41,723 - 422,913 226,421 649,334
EBITDA, restated 173,600 4,282 (6,740) 171,142 49,365 220,507
Other information
Depreciation and amortisation (13,488) (3,853) (549) (17,890) (14,945) (32,835)
Exceptional items 16,612 - - 16,612 - 16,612
Finance income 19,087 167 18 19,272 224 19,496
Finance costs (28,436) (8,520) (2,704) (39,660) (2,140) (41,800) Share of results of associated
GEOGRAPHICAL SEGMENT
The Group's core property business is located in Indonesia, China, Malaysia and Singapore. The following table provides an analysis of the Group's revenue from core business by geographical market, irrespective of the origin of the goods/services.
(Restated)
Full Year Full Year 2011 2010 S$'000 S$'000 Indonesia 464,121 384,036 China 58,038 16,945 Malaysia 16,305 16,315 Singapore 5,296 5,617 543,760 422,913
15. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments
Not applicable. 16. A breakdown of sales -
The Group
S$'000 % - Core Business 2011 (Restated) 2010 Increase/ (Decrease)(a) Sales reported for first half year 215,845 200,597 7.6 (b) Operating profit after tax before
deducting non-controlling interests reported for first half year
45,919 66,844 (31.3)
(c) Sales reported for second half year 327,915 222,316 47.5 (d) Operating profit after tax before
deducting non-controlling interests reported for second half year
120,764 14,052 759.4
17. A breakdown of the total annual dividend (in dollar value) for the issuer’s latest full year and its previous full year
2011 S$’000
2010 S$’000
18. Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholders of the issuer pursuant to Rule 704(13)
Name Age Family relationship with any Director, Chief
Executive Officer and/or Substantial Shareholder
Current position and duties, and the year the position was first held
Details of changes in duties and position held, if any, during the year
Franky Oesman Widjaja
54 Brother of Muktar Widjaja and Frankle (Djafar) Widjaja; uncle of Margaretha Natalia Widjaja, Directors of SML.
SML:
Chairman since 2000; Executive Chairman since 2006; Director since 1997. Formulate the goals and strategic direction of the SML Group.
No changes
Principal Subsidiaries: PT Paraga Artamida: Commissioner since 2008 PT Bumi Serpong Damai Tbk: Vice President Commissioner since 2007
PT Duta Pertiwi Tbk:
Vice President Commissioner since 2007 PT Royal Oriental: Commissioner since 2008 PT Ekacentra Usahamaju: Commissioner since 2008 No changes No changes No changes No changes No changes
Muktar Widjaja 57 Brother of Franky Oesman Widjaja and Frankle (Djafar) Widjaja; father of Margaretha Natalia Widjaja, Directors of SML.
SML:
Chief Executive Officer since 2006; Director since 1997. In consultation with the Executive Chairman, to implement measures to achieve the goals and strategic direction of the SML Group as formulated by the Executive Chairman; and manage the operations of the SML Group.
Name Age Family relationship with any Director, Chief
Executive Officer and/or Substantial Shareholder
Current position and duties, and the year the position was first held
Details of changes in duties and position held, if any, during the year
Principal Subsidiaries: PT Paraga Artamida:
President Commissioner since 2008
PT Bumi Serpong Damai Tbk: President Commissioner since 2007
PT Duta Pertiwi Tbk:
President Commissioner since 2007
PT Royal Oriental:
President Commissioner since 2008
PT Ekacentra Usahamaju: President Commissioner since 2008 No changes No changes No changes No changes No changes Frankle (Djafar) Widjaja
55 Brother of Franky Oesman Widjaja and Muktar Widjaja; uncle of Margaretha Natalia Widjaja, Directors of SML. SML: President since 2006; Director since 1997. No changes Margaretha Natalia Widjaja
30 Niece of Franky Oesman Widjaja and Frankle (Djafar) Widjaja; daughter of Muktar Widjaja, Directors of SML.
SML:
Director since 14 December 2010.
Responsible for assisting the Chief Executive Officer in the operations and strategic development of SML Group. No changes Michael Jackson Purwanto Widjaja 27 Nephew of Franky Oesman Widjaja and Frankle (Djafar) Widjaja; son of Muktar Widjaja; brother of Margaretha Natalia Widjaja, Directors of SML.
Principal Subsidiaries: PT Paraga Artamida: Director since 2008
PT Bumi Serpong Damai Tbk: Vice President Director since 2007
PT Duta Pertiwi Tbk:
Vice President Director since 2007 PT Royal Oriental: Director since 2008 PT Ekacentra Usahamaju: Director since 2008 No changes No changes No changes No changes No changes
BY ORDER OF THE BOARD
Rafael Buhay Concepcion, Jr. Director
27 February 2012
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ABOUT SINARMAS LAND LIMITED
Sinarmas Land Limited, listed on the Singapore Exchange and headquartered in Singapore, is engaged in the property business through its operations in Indonesia, China, Malaysia and Singapore.
The Group’s principal activities and core business comprises the development and construction of commercial, residential and industrial properties, townships, hotels and resorts and the long-term investments in major commercial buildings, hotels and resorts, as well as property sales, leasing and management of its real estate development with Indonesia as the major market for the Group’s business.
The Company was engaged in both the property and food businesses. Following the completion of divestment of its food business, the Company changed its name from Asia Food & Properties Limited to AFP Properties Limited on 16 September 2010. The Company changed to its current name on 28 April 2011.
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