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FPF
FPF
FPF - Finbond - Posting of Annual Report, Abridged Consolidated Financial
Statements, Change Statement and Notice of Annual General Meeting ("AGM")
Finbond Property Finance Limited
(Previously Quantum Leap Investments 527 (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FPF ISIN: ZAE000097259
("Finbond" or "the Company")
Posting of Annual Report, Abridged Consolidated Financial Statements, Change
Statement and Notice of Annual General Meeting ("AGM")
1. Posting of Annual Report
Pursuant to paragraph 3.21 of the Listings Requirements of the JSE Limited,
the Company hereby informs shareholders that the Annual Report has been posted
to shareholders today, 14 July 2008.
2. Abridged Consolidated Financial Statements
INCOME STATEMENT
R`000
Group Group
Notes 2008 2007
Revenue 286,061 12,496
Other income 9,995 -
Operational expenses (209,000) (6,100)
Operating profit 87,056 6,396
Investment revenue 4,352 391
Fair value adjustments 1,328 1,651
Excess of acquirer interest in 1,381 -
net asset value
Finance charges (5,459) (89)
Profit before taxation 88,658 8,349
Taxation (25,989) (2,551)
Profit for the year 62,669 5,798
Attributable to:
Equity holders of the parent 60,266 5,798
Minority interest 2,403 -
62,669 5,798
Per share statistics
Basic earnings per share (cents) 32.5 3.1
Diluted earnings per share (cents) 23.8 2.3
Weighted number of shares in 1 184,742,104 184,742,104
issue
Diluted pro forma number of 2 252,329,987 252,329,987
shares
Reconciliation of headline
earnings per share
Profit attributable to ordinary 60,266 5,798
equity holders of the parent
Adjusted for:
Excess of acquirer interest in net asset (1,381) -
value
Loss on disposal of property, plant and 1,195 -
equipment
Revaluation of property, plant and equipment (67)
Headline earnings attributable to 60,013 5,798
ordinary shareholders
Per share statistics on headline
earnings
Headline earnings per share 32.5 3.1
(cents)
Diluted headline earnings per 23.8 2.3
share (cents)
1 The weighted number of shares in issue is also used for the
February 2007 figures to reflect a more meaningful comparison.
It takes into account the effect of the 65 000 000 ordinary
shares issued during the private placement in June 2007
2 The diluted pro forma number of shares in issue is also used
for the February 2007 figures to reflect a more meaningful
comparison. It takes into account the effect of the ordinary
shares that will be issued as further purchase consideration
for the acquisition of the subsidiaries where profit warrantees
have been met at 28 February 2008
BALANCE SHEET
R`000
Group Group
2008 2007
ASSETS
Non-Current assets 238,355 3,733
Investment property 8,150 3,200
Property, plant and equipment 8,660 533
Goodwill 115,703 -
Intangible Assets 101,002 -
Other Financial assets 4,840 -
Current Assets 208,886 12,240
Loans to group companies 3,798 5,053
Loans to directors, managers and 35 -
employees
Other financial assets 5,377 -
Trade and other receivables 150,397 6,086
STC prepayments 461
Expenses prepayments 819 -
Cash and cash equivalents 47,999 1,101
TOTAL ASSETS 447,241 15,973
EQUITY AND LIABILITIES
EQUITY
Equity Attributable to Equity
Holders of Parent
Share capital 142,059 1
Reserves 64,225 -
Accumulated profit 69,985 9,719
Minority interest 16,917 -
TOTAL EQUITY 293,186 9,720
LIABILITIES
Non-current liabilities 78,272 1,839
Other financial liabilities 48,703 1,439
Finance lease obligation 1,354 163
Deferred tax 28,215 237
Current liabilities 75,783 4,414
Other financial liabilities 15,963 24
Current tax payable 18,612 1,342
Finance lease obligation 140 34
Trade and other payables 30,115 408
Deferred income 5,882 -
Provisions 1,372 -
Dividend payable 3,699 2,606
TOTAL LIABILITIES 154,055 6,253
TOTAL EQUITY AND LIABILITIES 447,241 15,973
CASH FLOW STATEMENTS
R`000
Group Group
2008 2007
CASH FLOWS FROM OPERATING
ACTIVITIES
Cash receipts from customers 268,817 10,664
Cash paid to suppliers and (204,336) (5,668)
employees (1,598)
Cash generated by operating 64,481 4,996
activities 4,978
Interest paid (5,459) (89)
391
Interest received 4,352 391
- -
Taxation paid (20,428) (3,630)
(5,419) (89)
Dividends paid (3,017) (2,300)
(9,001) (3,630)
Net cash from operating 39,929 (632)
activities (28,523) 1,650
CASH FLOWS FROM INVESTING
ACTIVITIES
Property, plant and equipment (2,264) (147)
acquired
Proceeds on disposals of 584 1,128
property, plant and equipment 380
Investment properties acquired (7) -
(3,257)
Proceeds on financial 22,472 (3,121)
assets/loans (101,002)
Proceeds on loans to staff 178 -
members (157,701)
Subsidiaries acquired (164,578) -
Net cash from investing (143,615) (2,140)
activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital raised 146,250 -
Preference shares 36,500 -
Finance lease payments (949) (691)
Loans repaid (27,027) -
Share premium expenses (4,190) -
Net cash from financing 150,584 (691)
activities
Net increase in cash and cash 46,898 (3,463)
equivalents
Cash and cash equivalents at 1,101 4,564
beginning of year
Cash and cash equivalents at end 47,999 1,101
of year
Cash generated from operations
Profit before taxation 88,658 8,349
8,349
Adjustments for:
Depreciation and amortisation 1,991 180
Loss on sale of assets 1,195 -
Acquirer`s excess of net asset (1,381) -
purchased
Interest received (4,352) (391)
Finance costs 5,459 89
Fair value adjustments (1,328) (1,563)
Impairment reversals (67) -
Movements in provisions 1,540 -
Changes in working capital: - -
Trade and other receivables (18,360) (1,833)
Trade and other payables (8,874) 165
Changes in working capital 64,481 4,996
(1,598)
STATEMENT OF CHANGES IN EQUITY
R`000 Share Share Total Reserves for
share own
capital premium capital shares/share
Attributable to purchase
the equity reserve
holders of the
Group
Balance at 01
March 2006 1 - 1 -
Changes in equity
Profit for the - - - -
year
Dividends -
- - -
Total changes
- - - -
Balance at 01
March 2007 1 - 1 -
Changes in equity
Profit for the - - -
year -
Issue of shares 1 146,250 146,250
-
Share issue cost (4,191) (4,191)
- -
Business
combinations - - - 64,225
Total changes 1 142,059 142,059 64,225
Balance at 29 2 142,059 142,059
February 2008 64,225
STATEMENT OF CHANGES IN EQUITY
Total
attributed
R`000 to equity
Accumulated Holders of Minority
the
Attributable to profit/(loss) Group company Interest Total
the equity equity
holders of the
Group
Balance at 01
March 2006 6,527 6,527 - 6,527
Changes in equity
Profit for the 5,798 5,798 - 5,798
year
Dividends
(2,606) (2,606) - (2,606)
Total changes
3,192 3,192 - 3,192
Balance at 01
March 2007 9,719 9,719 - 9,719
Changes in equity
Profit for the 60,266 60,265 2,403 62,668
year
Issue of shares 146,250 146,250
- -
Share issue cost - (4,191) (4,191)
-
Business 64,225
combinations - 14,514 78,739
Total changes 60,266 266,550 283,467
16,917
Balance at 29 69,985 276,269 293,186
February 2008 16,917
The abridged consolidated annual financial statements are prepared in
accordance with, and containing the information required by, IAS 34: Interim
Financial Reporting, International Financial Reporting Standards (IFRS), the
International Financial Reporting Interpretations Committee (IFRIC)
interpretations adopted by Accounting Practices Board, JSE listing
requirements and the Companies Act of South Africa. The abridged consolidated
annual financial statements are prepared under the historical cost convention.
The abridged consolidated annual financial statements have been extracted from
the annual financial statements for the year ended 29 February 2008 on which
PKF(Pta) Inc. re-issued an unmodified audit report. This report is available
for inspection at the Company`s registered office.
3. Change Statement
The changes from the Audited Group results for the year ended 29 February
2008, released on SENS on Tuesday 6 May 2008, relate to:
- Reclassify money market and call account from other
financial assets to cash and cash equivalent. R 10 435
- Reclassify preference shares from share capital
to other financial liabilities. R 36 500
- Reclassify liabilities from other financial assets
to other financial liabilities in order not to
net off liabilities and assets to related parties. R 9 761
- Adjustment of dividend declared after year
end by subsidiary R 5 200
The Cash flow statement was restated due to the above changes and to reflect a
more fair presentation of the movement in cash and cash equivalents.
4. Accounting Policies and Methods
The same accounting policies and methods of computation were followed in this
report as compared with SENS released on Tuesday 6 May 2008.
5. Additional information
Business Combinations
The effective changes in the composition of the Group during the period
included:
The acquisition of 100% of ordinary shares and effectively gained control on 1
March 2007 of the following businesses:
Bondmaster Group (Pty) Ltd - contributed R14m to the after tax profit
of the Group.
EP Financial Services (Pty) Ltd - contributed R419k to the after
tax profit of the Group.
Dimension Home Loans (Pty) Ltd - contributed R5.7m to the after
tax profit of the Group.
Independent Bond Originators (Pty) Ltd - contributed R11.9m to the
after tax profit of the Group.
Blue Dot Finance (Pty) Ltd - contributed R1.5m to the after
tax profit of the Group.
The acquisition of 50% of ordinary shares and effectively gained control on 1
September 2007 of the following business:
Blue Chip Finance 1 (Pty) Ltd - contributed R5.5m to the after
tax profit of the Group.
The acquisition of 50% of ordinary shares on 1 September 2007 of the following
business:
BondExcel (Pty) Ltd - contributed R10.5m to the after tax profit of the Group.
(Joint Venture)
The acquisition of 100% of ordinary shares and effectively gained control on 1
September 2007 of the following businesses:
Blue Chip Finance Western Cape (Pty) Ltd - contributed R3.8m to the after tax
profit of the Group.
If acquisition of the above businesses had occurred on 1 March and not 1
September 2007 the revenue and profit after tax of the Group would have been
R371m and R66.6m respectively.
The total purchase consideration of the above acquisitions amounted to R242m
of which 71,361,067 shares, to the value of R64m will be issued after year
end.
Segment Results
Mortgage Origination and related activities contributed to R28.5m of after tax
profit, R196m of revenues from external customers and R2m of inter-segment
revenues. Term Lending together with investment income contributed to R34.2m
of after tax profit of the Group, R85.9m of revenues from external customers
and R8.3m of inter-segment revenues.
Dividends
Since the year end, an ordinary dividend of 8 cents per share (total dividend
amount R18m) was declared on 22 April 2008 and STC of R856k was paid.
Authorised and issued share capital
The following changes took place in the issued share capital of the Group
during the year under review.
100,000,000 ordinary shares were in issue on 1 March 2007
64,802,000 ordinary shares were issued on 17 April 2007
65,000,000 ordinary shares were issued on 9 June 2007
Preference shares
1,000 Cumulative redeemable floating rate preference shares with a par value
of R0.01 each were issued by Zevoli 182 (Pty) Ltd (wholly owned subsidiary) on
the 31st of January 2008 to the value of R36.5m.
6. Notice of AGM
Notice is hereby given that the first annual general meeting of the members of
Finbond will be held in the Jakaranda Ballroom, Sheraton Hotel, 643 cnr of
Church and Wessels Street, Pretoria on Monday, 25 August 2008 at 10:00.
Details of the proceedings, and resolutions, are contained in the
aforementioned Annual Report.
Pretoria
14 July 2008
Designated Advisor: Exchange Sponsors (Proprietary) Limited
Date: 14/07/2008 14:46:00 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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