30th Jun 2015 17:18
30 June 2015
Resource Holding Management Limited
("Resource Holding Management" or "RHML" or the "Company")
Audited financial results for the year ended 31 December 2014
Resource Holding Management is pleased to announce its audited results for the 12 months ended 31 December 2014.
The annual report and accounts of the Company and its subsidiaries (the "Group") for the 12 months ended 31 December 2014 has been posted to shareholders today and will be available shortly on the Company's website (www.redhot.asia).
CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2014
Dear Shareholders,
On behalf of our Board of Directors (the "Board"), I am pleased to present to you the annual report and accounts of Resource Holding Management Limited ("RHML" or the "Company") for the financial year ended 31 December 2014 ("FYE 2014"). FYE 2014 was a year of significant change and development for the Company.
FYE 2014 was an intensive year for the media industry in the regions where RHML and its subsidiaries (the "Group") primarily operate, being Malaysia and China. Nevertheless, according to a PwC 14th annual Global Entertainment and Media Outlook: 2013-2017 report, Malaysia's entertainment and media industry is expected to experience an above average global growth rate over the next five years, forecast to grow at a compound annual growth rate ("CAGR") of 8.8% over 2013 to 2017 (compared to a CAGR of 5.6% globally). The Board believes that this regional growth should present opportunities for the Group to position itself strategically and capitalise on this trend.
The Group's media and advertising division specialises in media planning and execution to assist the advertisers to achieve their marketing objectives. The Company's media division works together with various media owners including conventional television, radio, newspaper and the emerging popular media of outdoor and indoor digital displays.
During FYE 2014, the Group also offered easy payment solutions, through its subsidiary EPP Solution Sdn Bhd ("EPP").These solutions are supported by ten Malaysian financial institutions and are designed to assist clients in increasing product sales and providing services to accommodate their underlying customers' demands. The solutions platform is based on newer technology that leverages the internet. EPP intends to launch mobile payment capabilities in the near future, to allow buyers and sellers to engage in business transactions with greater convenience.
During FYE 2014, the Company's wholly-owned subsidiary, MaxGreen Energy Sdn Bhd ("MESB") (formerly known as Ausscar Group Sdn. Bhd.) submitted an application for a Feed-in Tariff ("FiT") quota to Malaysia's Sustainable Energy Development Authority in January 2015. On 12 March 2015, MESB was granted FiT Approval Holder ("FiAH") status, to develop and operate a one Megawatt Power ("MWp") capacity solar photovoltaic ("PV") power plant, which will be stationed in Sungai Petani, Kedah, Malaysia. On 22 June 2015, MESB entered into a renewable energy power purchase agreement ("REPPA") with Tenaga Nasional Berhad ("TNB") for the supply and delivery of the renewable energy from solar PV for a FiT concession period of 21 years.
On 15 December 2014 the Company announced the proposed disposal of RedHot Media International (China) Co Ltd, one of RHML's media agencies operating in People's Republic of China ("PRC"), for a cash consideration of USD 146,790. Completion of the disposal remains subject only to approval of the Foreign Trade & Economy Commission of the PRC.
On 26 December 2014, the Company's then wholly-owned subsidiary, PUC Founder (MSC) Berhad ("PUCF") announced a bonus issue (the "Bonus Issue") of 132,791,321 new ordinary shares of RM0.10 each in PUCF ("Bonus Shares") and fixed the entitlement dates for the Bonus Issue. The Bonus Issue was completed in January 2015, on the basis of one (1) Bonus Share for every seven (7) existing PUCF shares and the issuance of 132,791,321 free warrants ("Warrants") on the basis of one (1) Warrant for every seven (7) existing PUCF shares.
Since September 2014 the Company has been reducing its equity interest in PUCF through on-market sales of PUCF shares. The Company's wholly owned subsidiary, RedHot Media International Limited ("RHI") sold, between 3 September 2014 and 25 June 2015, a total of 158,018,000 shares in PUCF generating gross cash proceeds of approximately GBP 4.15 million for the Company. Following the sale of PUCF shares that took place on 5 May 2015, RHM no longer held a controlling interest in PUCF and therefore RHML is deemed to be have substantially divested itself of its historical trading business. RHML has therefore been treated as an investing company pursuant to the AIM Rules since 5 May 2015 and has 12 months from that date to implement its previously announced investing policy. The net proceeds from the sale of PUCF shares are intended to be utilised by RHML to implement its investing policy and for general working capital purposes. As at the date of this announcement RHML is interested in, via RHI, 443,168,402 shares in PUCF which represents 41.58% of PUCF's current issued share capital and 36,215,840 warrants to subscribe for new PUCF shares.
The Board is cautiously optimistic about the diversifying economic environment and, assuming that there is no deterioration in market conditions, we aspire to enhance shareholder value by achieving sustainable and improved operational and financial performance throughout the remainder of 2015.
I would like to take this opportunity to express our sincere appreciation for our Board's strategic advice, the Group's management and all our employees' contributions and commitment, not forgetting our loyal business partners and all esteemed shareholders for your faith and support in the Group over FYE 2014.
DATUK OH CHONG PENG
Non-Executive Chairman
29 June 2015
OPERATIONS REVIEW BY GROUP MANAGING DIRECTOR
Dear Shareholders,
I would like to share our Group's business performance for the FYE 2014.
Financial highlights
· Transaction with PUCF completed on 2 January 2014 for the sale of the Company's operating subsidiaries in return for a 62.48% equity interest in PUCF, a company listed on the ACE Market in Malaysia.
· Total revenue for 2014 increased by 8.8% to RM53.4 million (12 months ended 31 December 2013: RM 49.1 million)
· Gross profit rose to RM22.4 million (12 months ended 31 December 2013: RM19.2 million)
· Gross profit margin increased to 42% (12 months ended 31 December 2013: 39%)
· Loss before taxation and extraordinary items stood at RM3.1million (12 months ended 31 December 2013: Profit before tax and extraordinary items of RM6.1 million)
· Net loss was RM15.6million (2013: Net profit of RM6.0 million)
· Basic loss per share increased to 40.75sen per share (2013: Basic earnings per share : 14.61sen per share)
· Cash balances available for usage after deduction of bank overdraft as at 31 December 2014 were RM3,090,605 (31 December 2013: RM2,297,692)
· Net assets were RM128.4 million as at 31 December 2014 (31 December 2013: RM72.1 million)
Business during the year
During FYE 2014, following the completion of the aforementioned sale of the Company's operating subsidiaries to PUCF, RHML incurred a one-off, non-recurring extraordinary expense of RM12.3million. These costs were a result of the accounting treatment of the transfer of shares in PUCF to holders of convertible securities in the subsidiaries of RHML, and also in respect of the transfer of shares in PUCF to introducers who facilitated the transaction, as disclosed in the circular to shareholders dated 18 October 2013. These costs led to a net loss of RM15.6 million in the FYE 2014. Without these costs, RHML generated a net loss of RM3.3 million.
Notable clients
In Malaysia, the Group has worked hard to drive the expansion and growth of its client database, which covers all divisions throughout the entire PUCF group's businesses. Customers of note with whom PUCF has executed successful advertising campaigns in 2014 include, amongst others, Acson Malaysia Sdn Bhd, Group Associated (C&L) Sdn Bhd (Daikin), Berjaya Group Berhad including, but not limited to Berjaya Corporation Berhad, Berjaya Land Berhad, Berjaya Higher Education Sdn Bhd.
Strategic corporate developments
PUCF
I am pleased that the disposal to PUCF of the entire issued share capital of the Company's subsidiary, Red Media Asia Limited, including all of its operating subsidiary, was successfully completed in January 2014. As at the date of this announcement we retain a 41.58% shareholding in PUCF.
I would like to take this opportunity to explain the vision for RHML's business portfolio outside of its core media and advertising offering:-
Investment in High Growth Business
Mobile Application Development and E-payment Services
The widespread use of e-commerce and related services has caused a surge in the use of e-commerce related payment systems. The Directors see great potential for e-content and online mobile applications, as people nowadays crave the convenience of having their experiences digitalised.
EPP is a wholly-owned subsidiary of PUCF that was established in 2007. It is listed as a Registered Business for the provision of 'Merchant Acquiring Services' under Malaysia's national bank, Bank Negara Malaysia. EPP is focused on improving e-payment services and on providing a better user experience, to enhance growth in the market. In the near future, EPP plans to offer additional services that assist with narrowing the 'digital divide' that is apparent in certain areas of e-Payment services. Specifically, EPP intends to launch a platform based on newer technology that leverages internet and mobile capabilities to provide greater convenience for users. The Board understands that PUCF will continue to expand its network of clients and hopes to benefit from enlarged market penetration, both locally and abroad.
Investments in Stable and Recurring Income Businesses
Renewable Energy
In order to diversify risk, the board of PUCF believes that businesses that generate stable and recurring income ought to be taken into account for investment purposes. In line with this, the board of PUCF has selected the renewable energy industry as a sector for potential investment, as this is seen as a sunrise industry with a considerable potential for growth. On 22 June 2015, MESB entered into the REPPA with TNB for the supply and delivery of the renewable energy from solar PV for a FiT concession period of 21 years. The solar PV plant of MESB is scheduled to come into operation by the fourth quarter of 2015. Pursuant to the REPPA, TNB has agreed to purchase the electricity generated by MESB for a period of 21 years.
2015
PUCF
The Directors believe that the Company has a well-diversified portfolio via its holding in PUCF, which the Board believe has good potential to deliver attractive returns for RHM's Shareholders. It is important, however, that the Directors and the management remain alert to the consequences of any potential deterioration in the prevailing economic conditions. With this caveat we remain optimistic about the Company's future prospects. The Company will continue to seek investment opportunities for the Company that we believe have the potential to deliver growth and will enable the Company to diversify its investment portfolio, which currently comprises its interest in PUCF, as it seeks to implement its investing policy.
PUCF continues to explore the promising renewable energy industry, with the intention and goal of developing and expanding the solar PV plant with the capacity of up to fifty (50) MW in the future but also seeking to widen our scope to include other renewable energy sources. We understand that PUCF will consider acquisitions of businesses in this sector that deliver recurring income and enlarge its market share, alongside ongoing investment.
Adoption of Investing Policy
The adoption of the Investing Policy, which was approved by the shareholders of RHML on 30 April 2015, became effective on 5 May 2015, being the date on which the Company reduced its interest in PUCF to below 50% of the voting rights in PUCF and RHM therefore ceased to have a controlling interest in PUCF.
The Company's Investing Policy is as laid out below:
"The Investing Policy of the Company is to invest in and/or acquire interests in projects and/or assets in the TMT (technology, media and telecommunications) sector. The Company will focus on investment opportunities in Southeast Asia and East Asia.
Investments may be by way of purchasing quoted shares in appropriate companies, outright equity acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements.
Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed or quoted on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company may be both an active and a passive investor depending on the nature of the individual investments.
Although the Company intends to be a medium to long-term investor, the Company will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out. The Company intends there to be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies. The Directors intend to mitigate risk by appropriate due diligence and transaction analysis. Any transaction constituting a reverse takeover under the AIM Rules will also require Shareholder approval. The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required.
The Investing Policy will allow investments to be in all types of assets and companies within the defined sectors and geographies and there will be no investment restrictions on the type of investment that the Company might make or the type of opportunity that may be considered.
The Company may offer new Ordinary Shares or convertible debt instruments by way of consideration as well as cash, subject to the cash resources available at the time of the investment. The Company may, in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. The Company does not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.
The Board will review the Investing Policy on an annual basis and will implement any non-material changes or variations as they consider fit. Any material change or variation of the Investing Policy will be subject to the prior approval of Shareholders."
The Company will focus on acquisitions of companies and/or projects in the sectors of technology, media and telecommunications in the region of Southeast Asia and East Asia.
As an Investing Company, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules for Companies or otherwise implement its Investing Policy to the satisfaction of the London Stock Exchange on or before the date falling twelve months from 5 May 2015, failing which, the Company's ordinary shares would then be suspended from trading on AIM. In the event that the Company's ordinary shares are so suspended, the admission to trading on AIM of the shares would be cancelled six months from the date of suspension.
Outlook for 2015
The Group remains optimistic about the outlook for 2015 and is confident that the Group will be able to capitalise on digital opportunities within the media and advertising business segment.
We are confident that 2015 will be an improved year for the Group as a whole.
CHEONG CHIA CHIEH
Group Managing Director
29 June 2015
For further information please contact:
Resource Holding Management Limited | |
Cheong Chia Chieh | Tel: +852 8192 6166
|
Allenby Capital Limited (Nominated Adviser and Broker) | Tel: +44 (0)203 328 5656 |
Nick Athanas / Alex Brearley |
RESOURCE HOLDING MANAGEMENT LIMITED
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2014
GROUP | COMPANY | |||||||
Notes | 2014 | 2013 | 2014 | 2013 | ||||
RM'000 | RM'000 | RM'000 | RM'000 | |||||
Restated | ||||||||
Revenue | 3 | 53,429 | 49,106 | - | - | |||
Cost of sales | (31,062) | (29,867) | - | - | ||||
Gross profit | 22,367 | 19,239 | - | - | ||||
Other income | 3,763 | 1,371 | - | - | ||||
Selling and distribution costs | (1,841) | (1,863) | - | - | ||||
Administrative expenses | (26,920) | (11,770) | (6,666) | (4,473) | ||||
Operating (loss)/profit | (2,631) | 6,977 | (6,666) | (4,473) | ||||
Finance income | 294 | 55 | - | - | ||||
Finance costs | (779) | (964) | - | (416) | ||||
(Loss)/profit before extraordinary items | (3,116) | 6,068 | (6,666) | (4,889) | ||||
Other gains/(losses) | 12 | - | 42,312 | - | ||||
Non-recurring expenses | (12,305) | - | (9,500) | - | ||||
(Loss)/profit for the year | (15,409) | 6,068 | 26,146 | (4,889) | ||||
Taxation | (223) | (64) | - | - | ||||
(Loss)/profit before taxation | (15,632) | 6,004 | 26,146 | (4,889) | ||||
Other comprehensive income | ||||||||
Items that may be reclassified subsequently to profit or loss | ||||||||
Exchange differences on translating foreign operations | 72 | 6 | - |
- | ||||
Total comprehensive income for the year | (15,560) | 6,010 | 26,146 | (4,889) | ||||
Profit attributable to: | ||||||||
Owners of the company | (19,557) | 6,075 | 26,146 | (4,889) | ||||
Non-controlling interests | 3,925 | (71) | - | - | ||||
(15,632) | 6,004 | 26,146 | (4,889) | |||||
Total comprehensive income attributable to: | ||||||||
Owners of the company | (19,485) | 6,081 | 26,146 | (4,889) | ||||
Non-controlling interests | 3,925 | (71) | - | - | ||||
(15,560) | 6,010 | 26,146 | (4,889) | |||||
(Loss)/Earnings per share (Sen): | 4 | |||||||
Basic | (40.75) | 14.44 | ||||||
Diluted | (40.45) | 13.46 | ||||||
The results shown above relate entirely to continuing and acquired operations.
RESOURCE HOLDING MANAGEMENT LIMITED
STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2014
GROUP | COMPANY |
| |||||||
Notes | 2014 | 2013 | 2014 | 2013 |
| ||||
RM'000 | RM'000 | RM'000 | RM'000 |
| |||||
Restated |
| ||||||||
| |||||||||
ASSETS |
| ||||||||
Non-current assets |
| ||||||||
Property, plant and equipment | 1,317 | 656 | - | - | |||||
Intangible assets | 10,912 | 3,348 | - | - |
| ||||
Investments in subsidiaries | - | - | 63,353 | 38,460 |
| ||||
Goodwill | 54,825 | 38,605 | - | - |
| ||||
Deferred tax assets | 142 | - | - | - |
| ||||
Trade receivables | 3,313 | - | - | - |
| ||||
70,509 | 42,609 | 63,353 | 38,460 |
| |||||
| |||||||||
Current assets |
| ||||||||
Inventories | 23 | 944 | - | - |
| ||||
Trade and other receivables | 48,218 | 45,496 | 210 | 9,525 |
| ||||
Tax recoverable | 39 | 9 | - | - |
| ||||
Fixed deposits | 5 | 18,259 | 1,777 | - | - |
| |||
Cash and cash equivalents | 5 | 7,322 | 4,354 | 77 | 568 |
| |||
73,861 | 52,580 | 287 | 10,093 |
| |||||
TOTAL ASSETS | 144,370 | 95,189 | 63,640 | 48,553 |
| ||||
| |||||||||
EQUITY AND LIABILITIES |
| ||||||||
Share capital | 16,365 | 15,275 | 16,365 | 15,275 |
| ||||
Share premium | 6,835 | 5,572 | 6,835 | 5,572 |
| ||||
Share-based payments | - | 2,165 | - | 2,165 |
| ||||
Other reserves | 4,810 | 477 | - | - |
| ||||
Retained earnings | 66,536 | 49,027 | 35,052 | 8,906 |
| ||||
Shareholders' equity | 94,546 | 72,516 | 58,252 | 31,918 |
| ||||
Non-controlling interests | 33,881 | (381) | - | - |
| ||||
Total Equity | 128,427 | 72,135 | 58,252 | 31,918 |
| ||||
| |||||||||
Current liabilities |
| ||||||||
Trade and other payables | 14,943 | 13,227 | 5,388 | 12,983 |
| ||||
Bank overdrafts | 594 | 1,264 | - | - |
| ||||
Preference shares liability | - | 1,643 | - | - |
| ||||
Hire purchase payable | 58 | 56 | - | - |
| ||||
Taxation payable | 236 | 12 | - | - |
| ||||
15,831 | 16,202 | 5,388 | 12,983 |
| |||||
| |||||||||
Non-current liabilities |
| ||||||||
Preference shares liability | - | 2,898 | - | - |
| ||||
Hire purchase payable | 103 | 161 | - | - |
| ||||
Loan | - | 3,652 | - | 3,652 |
| ||||
Deferred taxation | 9 | 141 | - | - |
| ||||
112 | 6,852 | - | 3,652 |
| |||||
Total Liabilities | 15,943 | 23,054 | 5,388 | 16,635 |
| ||||
TOTAL EQUITY AND LIABILITIES | 144,370 | 95,189 | 63,640 | 48,553 |
| ||||
| |||||||||
|
RESOURCE HOLDING MANAGEMENT LIMITED
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2014
GROUP | COMPANY |
| |||||||
2014 | 2013 | 2014 | 2013 |
| |||||
RM'000 | RM'000 | RM'000 | RM'000 |
| |||||
Restated |
| ||||||||
| |||||||||
Cash flows from operating activities |
| ||||||||
(Loss)/Profit before taxation | (15,409) | 6,068 | 26,146 | (4,889) |
| ||||
Adjustments for items not requiring an outflow of funds: | |||||||||
Gain on strike off subsidiary | - | (608) | - | - |
| ||||
(Gain)/Loss on disposal of property, plant & equipment | (1,007) | 2 | - | - |
| ||||
Gain on cancellation of RCCPS A & RCPS | (6,422) | - | - | - |
| ||||
Loss/(gain) on disposal of other investment | 15,728 | - | (32,813) | - |
| ||||
Inventory written off | 1,020 | 920 | - | - |
| ||||
Depreciation and amortization | 1,669 | 1,072 | - | - |
| ||||
Forgiveness of debts by supplier | - | (524) | - | - |
| ||||
Allowance for doubtful debts | 4,616 | 562 | - | - |
| ||||
Unrealised gain in foreign exchange | 73 | 215 | 22 | - |
| ||||
Interest expenses | 779 | 964 | - | 416 |
| ||||
Interest income | (294) | (55) | - | - |
| ||||
Operating profit/(loss) before changes in working capital | 753 | 8,616 | (6,645) | (4,473) |
| ||||
| |||||||||
| |||||||||
Changes in working capital: |
| ||||||||
Decrease in inventories | 3,085 | 5,681 | - | - |
| ||||
Decrease/(increase) in trade and other receivables | 7,670 | (12,056) | 9,324 | (568) |
| ||||
(Decrease)/Increase in trade and other payables | (918) | 3,973 | 293 | 6,237 |
| ||||
Interest received | 294 | 55 | - | - |
| ||||
Income taxes paid | (760) | (32) | - | - |
| ||||
Net cash from operating activities | 10,124 | 6,237 | 2,972 | 1,196 |
| ||||
| |||||||||
| |||||||||
Investing activities |
| ||||||||
Placement of fixed deposits | - | (35) | - | - |
| ||||
Deferred consideration | - | (4,114) | - | - |
| ||||
Net cash inflow on strike off subsidiary | - | 306 | - | - |
| ||||
Purchases and development of software | (8,604) | (432) | - | - |
| ||||
Proceeds from disposal of property, plant & equipment | 3,480 | 198 | - | - |
| ||||
Purchase of property, plant & equipment | (427) | (119) | - | - |
| ||||
Acquisition of subsidiaries, net of cash acquired | 5,383 | - | - | - |
| ||||
Net cash used in investing activities | (168) | (4,196) | - | - |
| ||||
| |||||||||
| |||||||||
Financing activities |
| ||||||||
Redemption of - RCCPS B | (1,718) | - | - | - |
| ||||
Shares issue net of shares issue costs | 16,316 | 57 | 189 | 57 |
| ||||
Repayment loan and hire purchase | (3,707) | (361) | (3,652) | (348) |
| ||||
Interest expenses | (779) | (964) | - | (416) |
| ||||
Net cash from/(used in) financing activities | 10,112 | (1,268) | (3,463) | (707) |
| ||||
| |||||||||
| |||||||||
Increase in cash and cash equivalents | 20,068 | 773 | (491) | 489 |
| ||||
Effects of foreign exchange rate changes | 2 | (7) | - | - |
| ||||
Cash and cash equivalents at 1 January | 3,090 | 2,324 | 568 | 79 |
| ||||
Cash and cash equivalents at 31 December (note 5) | 23,160 | 3,090 | 77 | 568 |
| ||||
|
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014
1 Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated below.
1.1 Basis of preparation
The financial statements are prepared under the historical cost convention and on a going concern basis.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS") and in accordance with applicable company law. The parent company's financial statements have also been prepared in accordance with IFRS.
The financial statements are presented in Malaysian Ringgits and all values are rounded to the nearest thousand Ringgits (RM'000) except when otherwise indicated. The exchange rate of Malaysian Ringgit to pounds sterling at 31 December 2014 was £1: RM5.44 (RM1: £0.18) (2013: £1: RM5.41 (RM1: £0.18).
1.2 Segmental reporting
The activities of the group are divided into operating segments in accordance with the requirements of IFRS 8 'Operating Segments'. Operating segments are identified on the same basis that is used internally to manage and report on performance and takes account of the organizational structure of the group based on the various services of the reportable segments. The activities of the group are broken down into four operating segments: advertising, biometrics, financial services and other entities. The advertising segment is involved in the advertising brokerage business. The biometric segments is involved in devices and applications incorporating fingerprint verification technology for commercial usage and the financial services segment focuses primarily on the provision of financial planning and insurance agency businesses. Holding companies are included in the other entities segment. Eliminations comprise the effects of eliminating business relationships between the operating segments.
Internal management and reporting segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the group financial statements. There was no change in accounting policies compared to previous periods. Inter-segment receivables and payables, provisions, income, expenses and profits are eliminated in the column "Eliminations". Inter-segment sales take place at arm's length prices.
Operating segments are reported in a manner consistent with the internal reporting provided to the 'chief operating decision-maker' who is responsible for allocating resources and assessing performance of the operating segments and which has been identified as the Board of Directors that make strategic decisions. In order to assist the decision making process, various measures of segment result and of segment assets have been set for the different operating segments. The advertising, biometrics, financial services and other entities segments are managed on the basis of the profit after taxation. Capital expenditure on non-current assets is the corresponding measure of segment assets used to determine how to allocate resources.
1.3 Basis of consolidation and comparative information presented
The consolidated financial statements incorporate the financial statements of the company and its subsidiary undertakings. The financial information of the subsidiaries is prepared for the same reporting period as the parent company using consistent accounting policies. Intra-group sales, transactions and results are eliminated on consolidation.
Subsidiary companies
Subsidiary companies are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary companies are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Business Combination - Acquisition Method
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
If the business combination is achieved in stages, previously held equity interest in the acquiree is re-measured at its acquisition date fair value and the resulting gain or loss is recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 Financial Instruments: Recognition and Measurement either in profit or loss or other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
Inter-company transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated. Unrealised losses are eliminated only if there is no indication of impairment. Where necessary, accounting policies of subsidiary companies have been changed to ensure consistency with the policies adopted by the Group.
In the Company's separate financial statements, investments in subsidiary companies are stated at cost less accumulated impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts are recognised in profit or loss. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. The policy of recognition and measurement of impairment losses is in accordance with Note 1.11.
Acquisition related costs are expensed off in profit or as incurred.
Change in ownership interests in subsidiary companies without change of control
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary company is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
Disposal of subsidiary companies
If the Group loses control of a subsidiary company, the assets and liabilities of the subsidiary company, including any goodwill, and non-controlling interests are derecognised at their carrying value on the date that control is lost. Any remaining investment in the entity is recognised at fair value. The difference between the fair value of consideration received and the amounts derecognised and the remaining fair value of the investment is recognised as a gain or loss on disposal in profit or loss. Any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.
1.4 Goodwill
Goodwill represents amounts arising on the acquisitions of subsidiaries and businesses and is stated at cost less any accumulated impairment losses. Goodwill represents the excess of the cost of an acquisition of a subsidiary/business over the fair value of the net identifiable assets of the acquired subsidiary/business at the date of acquisition. Goodwill on acquisition of subsidiaries and businesses is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Any impairment on goodwill is recognised immediately in the profit or loss and is not subsequently reversed. Gains and losses on the disposal of a subsidiary include the carrying amount of goodwill relating to the subsidiary sold.
Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash generating units or groups of cash generating units that are expected to benefit from the business combination in which the goodwill arose.
1.5 Investments in associated undertakings
Companies other than subsidiary undertakings, in which the group has an investment and over which it exerts significant influence but does not control, are treated as associated undertakings. Investments in associated undertakings are equity accounted and carried in the balance sheet at cost plus post-acquisition changes in the group's share of net assets of the associate, less any impairment in value.
When the group's associates commence trading, the consolidated statement of profit or loss will include the group's share of the associates' profit after tax. To the extent that losses of an associate exceed the carrying amount of the investment, the group discontinues including its share of further losses and the investment is reported at nil value. Additional losses are only provided if the group has an obligation to a third party.
1.6 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:
Freehold buildings | 50 years |
Computers | 5 years |
Office equipment | 10 years |
Furniture and fittings | 10 years |
Moulds, plant and machinery | 3 - 10 years |
Renovation | 5 years |
Motor vehicles | 5 years |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Profits or losses on disposals of property, plant and equipment are determined by comparing proceeds with the carrying amount and are included in the profit or loss.
Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset's net selling price and value in use.
1.7 Investments
Investments in subsidiary companies are included in the parent company's balance sheet at cost less provision for impairment in value.
1.8 Financial assets
Financial assets are recognised on the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument.
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss, which are recognised at fair value. Transaction costs for financial assets at fair value through profit or loss are recognised immediately in profit or loss.
The Group and the Company classify their financial assets depends on the purpose for which the financial assets were acquired at initial recognition, into the following categories:
i) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those maturing later than 12 months after the end of the reporting period which are classified as non-current assets.
After initial recognition, financial assets categorised as loans and receivables are measured at amortised cost using the effective interest method, less impairment losses. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.
ii) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the assets within 12 months after the end of the reporting period.
After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial asset are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends from an available-for-sale equity instrument are recognised in profit or loss when the Group's and the Company's right to receive payment is established.
Investment in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured as cost less impairment loss.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases or sales of financial assets are recognised and derecognised on the trade date i.e. the date that the Group and the Company commit to purchase or sell the asset.
A financial asset is derecognised when the contractual rights to receive cash flows from the financial asset has expired or has been transferred and the Group and the Company have transferred substantially all risks and rewards of ownership. On derecognition of a financial asset, the difference between the carrying amount and the sum of consideration received and any cumulative gains or loss that had been recognised in equity is recognised in profit or loss.
1.9 Intangible assets
Intangible assets include software purchase and development costs, copyrights and internet content providers licenses.
Expenditure on software development activities is capitalised if the product is technically and commercially feasible, clearly defined with costs separately identified and reliably measured, and the Group has sufficient resources and intention to complete the development. Such development expenditure is capitalised subsequent to the establishment of the technological and commercial feasibility and until the product is available for general release. Other software development expenditure is recognised in the profit or loss as an expense.
Capitalised software development expenditure is stated at cost less accumulated amortisation and impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 1.11.
The software development expenditure capitalised is amortised on a straight-line basis over the shorter of the estimated useful lives of the products or ten years, beginning with the initial release to customers.
1.10 Inventories
Inventories are valued at the lower of cost and net realisable value after adequate allowance has been made for all deteriorated, damaged, obsolete or slow-moving inventories.
Cost is determined using the first in, first out method. The cost of inventories comprises the original cost of purchase plus the cost of bringing the inventories to its present location and condition.
Net realisable value is the estimate of the selling price in the ordinary course of business less the costs of completion and selling expenses. Inventories are valued at the lower of cost and net realisable value.
1.11 Impairment of assets
i) Non-financial assets
The carrying amounts of non-financial assets (except for inventories) are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite useful lives, or that are not yet available for use, the recoverable amount is estimated each period at the same time.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units. Subject to operating segment ceiling test, for the purpose of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. The goodwill acquired in a business combinations, for the purpose of impairment testing, is allocated to a cash-generating unit or a group of cash-generating units that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or cash-generating unit is the greater of its value-in-use and its fair value less costs of disposal. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset of cash-generating unit exceeds its estimated recoverable amount. Impairment loss is recognised in profit or loss, unless the asset is carried at a revalued amount, in which such impairment loss is recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not exceed the amount in the revaluation surplus for that same asset. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (group of cash- generating units) and then to reduce the carrying amounts of the other assets in the cash-generating unit (group of cash-generating units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss had decreased or no longer exists. An impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised for asset in prior years. Such reversal is recognised in the profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
ii) Financial assets
All financial assets, other than those categorised as fair value through profit or loss investments in subsidiary companies, associates and joint ventures, are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the asset.
Financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group considers factors such as the probability of insolvency or significant financial difficulties of the receivable and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with defaults on receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference between the assets' carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of impairment loss is recognised in profit or loss. Receivables together with the associated allowance are written off when there is no realistic prospect of future recovery.
If, in as subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised in profit or loss, the impairment loss is reversed, to the extent that the carrying amount of the asset does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of reversal is recognised in profit or loss.
1.12 Cash and cash equivalents
Cash and cash equivalents are carried in the balance sheet at cost and comprise cash in hand, cash at bank, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are included within borrowings in current liabilities on the balance sheet. For the purposes of the cash flow statement, cash and cash equivalents also include the bank overdrafts but did not include cash at bank that has been pledged as security for bank facilities.
1.13 Trade receivables
Trade receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the assets' carrying amount and the recoverable amount. Provisions for impairment of receivables are included in the profit or loss.
1.14 Leasing
Leases where a significant portion of the risks and rewards of ownership are retained by the lease are classified as operating leases (e.g. property leases). Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease.
1.15 Borrowings
Borrowings are recognised initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in the profit or loss over the period of the borrowings.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the year end date.
1.16 Government Grant
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
Where the Group receives non-monetary government grants, the asset and the grant are recorded at nominal amount and transferred to profit or loss on a systematic basis over the life of the depreciable asset by way of a reduced depreciation charge.
When the grant relates to an expense item, it is recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Where the grant relates to an asset, it is recognised as deferred income and transferred to profit or loss on a systematic basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.
1.17 Income Taxes
Tax expense in profit or loss comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method for all temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognised for the temporary differences arising from the initial recognition of goodwill, the initial recognition of assets and liabilities in a transaction which is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary difference when they reverse, based on the laws that have been enacted or substantively enacted by the end of reporting period.
The measurement of deferred tax is based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities, at the end of the reporting period, except for investment properties carried at fair value model. Where investment properties measured using fair value model, the amount of deferred tax recognised is measured using the tax rates that would apply on sale of those assets at their carrying amounts at the end of the reporting period unless the property is depreciable and is held with the objective to consume substantially all of the economic benefits embodied in the property over time, rather than through sale. Deferred tax assets and liabilities are not discounted.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
1.18 Equity instruments
Ordinary shares are classed as equity. Costs directly attributable to the issue of new shares or share options are shown in equity as a deduction from the proceeds.
1.19 Financial instruments
Financial instruments (including redeemable preference shares) are recognised in the statement of financial position when the group has become a party to the contractual provisions of the instrument.
Financial instruments (including redeemable preference shares) are classified as liabilities or equity in accordance with the substance of the contractual agreement and in accordance with the requirements of IAS 32 'Financial Instruments: Presentation'. Interest, dividends, gains and losses relating to a financial instrument classified as liabilities, are reported as expenses or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the group has a legally enforceable right to offset and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Preference share capital is classified as equity if it is non-redeemable, or is redeemable but only at the Company's option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity. Preference share capital is classified as financial liability if it is redeemable on a specific date or at the option of the equity holders, or if dividend payments are not discretionary. Dividends thereon are recognised as interest expense in profit or loss as accrued.
1.20 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable net of any sales tax, returns, rebates or discounts and after eliminating sales with the group. Revenue is recognised as follows:
Sales of advertising space, data base management, internet related and other electronic commerce services - on the rendering of services
Revenue relating to goods sold - recognised net of sales taxes and discounts upon the delivery of products, transfer of risks and rewards and customers' acceptance
Commission income - on the accrual basis
Subscription fees - on the acceptance of services
Management fees - on the accruals basis
Financial planning, advisory fees and seminar fees - upon performance of services
Business loan application service fees - upon client acceptance of the letter of offer and the execution of all the requisite loan and security documents to the satisfaction of the banks
Insurance commission income - on the inception of insurance policies
1.21 Financial income and expenses
Financial income comprises interest receivable on cash balances and deposits. Interest income is recognised when the right to receive payments is established. Financial expenses comprise interest payable on bank loans, finance lease charges and other financial costs and charges. Interest payable is recognised on an accrual basis.
1.22 Foreign currency translation
i) Functional and presentational currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Malaysian Ringgit ("RM"), which is the Company's and the Group's functional and presentational currency.
ii) Transactions and balances
Transactions in foreign currency are recorded in the functional currency of the respective Group entities using the exchange rates prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing on that date.
Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date on which the fair value was determined. Non- monetary items that are measured in terms of historical cost in a foreign currency are translated using the rate at the date of transaction.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in profit or loss for the reporting period. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the reporting period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.
iii) Foreign operations
The assets and liabilities of foreign operations are translated into RM at the rate of exchange prevailing at the end of the reporting period. Income and expenses items are translated at the average rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rate at the dates of the transactions are used. Exchange differences arising on the translation are recognised in other comprehensive income.
On disposal of a foreign operation, the cumulative amount of exchange differences relating to that foreign operation, recognised in other comprehensive income and accumulated in equity shall be reclassified to profit or loss when the gain or loss on disposal is recognised.
1.23 New IFRS standards and interpretations
The group has adopted all relevant standards effective for accounting periods beginning on or after 1 January 2014.
As at end of the reporting year, the group has not adopted the following standard as it is either not effective or not applicable to the group's business.
Standard, amendments and interpretations
- Defined Benefit Plans; Employee Contributions (Amendments to IAS 19) - EU effective date 1 February 2015, early adoption is permitted effective date 1 July 2014;
- Annual Improvements to IFRSs 2010-2012 Cycle (2013) - EU effective date 1 February 2015, early adoption is permitted effective date 1 July 2014;
- Annual Improvements to IFRSs 2011-2013 Cycle (2013) - EU effective date 1 February 2015, early adoption is permitted effective date 1 July 2014.
Standard, amendments and interpretations (not yet endorsed by EU at 19 May 2015)
- IFRS 9, Financial Instruments (July 2014);
- IFRS 14 Regulatory Deferral Accounts (January 2014);
- IFRS 15 Revenue from Contracts with Customers (May 2014);
- Annual improvements to IFRSs 2012-2014 Cycle (September 2014);
- Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (September 2014);
- Amendments to IAS 27: Equity Method in Separate Financial Statements (August 2014);
- Amendments to IAS 16 and IAS 41: Bearer Plants (June 2014)
- Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation (May 2014);
- Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (May 2014);
- Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception (December 2014);
- Amendments to IAS 1: Disclosure Initiative (December 2014).
There are no other standards, amendments and interpretations in issue but not yet adopted that the directors anticipate will have material effect on the reported income or net assets of the group.
2 Significant accounting judgments and estimates
The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Judgments and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates may differ from the related actual results. The estimates and assumptions that have a risk of causing material adjustment to the carrying amounts of assets and liabilities within the future financial years are as follows:
Business combination
Note 13 to the full report and accounts for the year ended 31 December 2014 describes that the acquisition of PUCF was completed on 31 December 2013. However, the company did not obtain control until 2 January 2014 and at the meantime, the company did not lose control over RMA Group by disposal of 37.52% of interest in shares in RMA Group in exchange for 62.48% of interest in PUCF. Accordingly, control of RMA Group is not lost as a result of the exchange, any difference between the fair value of the consideration received and the book value of the assets and liabilities disposed of is recognised in equity.
Development costs
The group capitalises development costs for a project in accordance with the accounting policy. Initial capitalisation of development costs is based on management's judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generations of the project, discount rates to be applied and the expected period of benefits.
The carrying amount at the end of reporting period for product development expenditure is disclosed in Note 12 to the full report and accounts for the year ended 31 December 2014.
Impairment of investment in subsidiary companies
The carrying amounts of investment in subsidiary companies and the related goodwill are reviewed for impairment. In the determination of the value in use of the investment, the Company is required to estimate the expected cash flows to be generated by the subsidiary companies and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
The carrying amount at the end of reporting period for investment in subsidiary companies is disclosed in Note 13 to the full report and accounts for the year ended 31 December 2014.
Goodwill
The group follows the requirements of IAS 36 'Impairment of Assets' and tests goodwill annually to determine when goodwill is impaired. This determination requires significant judgment. In making this judgment, the group estimates the recoverable amount of the cash generating units to which goodwill has been allocated based on value-in-use calculations. The value-in-use calculations require the entity to estimate the future cash flows expected to arise from the cash generating units and a suitable discount rate in order to calculate present value. For the purpose of impairment testing, goodwill has been allocated to the company's subsidiaries. The recoverable amount was determined based on value in use and was determined at the cash generating unit which is based on financial budgets approved by the directors using the following key assumptions:
a) Cash flows are projected based on expected revenue to be generated from the existing business model;
b) Inflation rate of 3% per annum after the third year of forecasts;
c) A pre-tax discount rate of 15%
The above key assumptions represent the directors' assessment of the future outlook based on their best estimates and they believe that it is unlikely that any significant variation in the above assumptions would significantly affect the recoverable amount of goodwill.
The group has applied sensitivity analysis to the goodwill impairment test and this is disclosed in Note 14 to the full report and accounts for the year ended 31 December 2014.
Income taxes
The Group and the Company have exposure to income taxes in numerous jurisdictions. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. Significant judgement is involved especially in determining tax base allowances and deductibility of certain expenses in determining the Group-wide provision for income taxes. The Group and the Company recognise liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will have impact on the income tax and deferred tax provisions in the period in which such determination is made.
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses, unabsorbed capital allowances and other deductible temporary differences to the extent that it is probable that taxable profit will be available against which the unused tax losses, unabsorbed capital allowances and other deductible temporary differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. Details of deferred tax assets are disclosed in Note 7 to the full report and accounts for the year ended 31 December 2014.
Depreciation, amortisation, useful lives and residual values of property, plant and equipment and intangible assets
The directors estimate the useful lives and residual values of property, plant & equipment and intangible assets in order to calculate the depreciation and amortisation charges. Changes in these estimates could result in changes being required to the annual depreciation and amortisation charges in the profit or loss and the carrying values of these assets in the statements of financial position.
Impairment of loans and receivables
The group assesses at the end of each reporting period whether there is any objective evidence that a receivable is impaired. To determine whether there is objective evidence of impairment, the group considers factors such as the probability of insolvency or significant financial difficulties of the receivable and default or significant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amounts at the end of the reporting period for loans and receivables are disclosed in Note 16 to the full report and accounts for the year ended 31 December 2014.
Fair value of financial instruments
Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. Details of the assumptions used are given in the notes regarding financial assets and liabilities. In applying the valuation techniques management makes maximum use of market inputs, and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm's length transaction at the end of the reporting period.
3 Segmental reporting
For management purposes, the group is organised into business unit based on their products and services provided, as follows:
Biometrics | Fingerprint verification products, information technology solution provider of electronic publishing system |
Advertising and media | Advertising and media brokerage and consultancy |
Financial services | Provision of financial planning and advisory services, and related training and event management and agency of insurance and selling of software solution related to financial products |
Management monitors the operating results of its business units separately for the purpose of making decisions about response allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements.
Transactions between segments are carried out on agreed terms between both parties. The effects of such inter- segment transactions are eliminated on consolidation. The measurement basis and classification are consistent with those adopted in the previous financial year.
Information about segment assets and liabilities are neither included in the internal management reports nor provided regularly to the management. Hence, no disclosures are made on segment assets and liabilities.
The segment results for 2014 were as follows:
Advertising & Media | Financial Services |
Biometrics | Central & Others |
Total | |
RM'000 | RM'000 | RM'000 | RM'000 | RM'000 | |
Segment Revenue | |||||
Revenues from external customers | 37,406 | 699 | 15,324 | - | 53,429 |
Segment Results | |||||
Profit from operations | 10,495 | (1,329) | 2,439 | (26,529) | (14,924) |
Finance income | 294 | ||||
Finance costs | (779) | ||||
Profit before tax | (15,409) | ||||
Income tax expense | (223) | ||||
Profit for the year | (15,632) | ||||
Segment Assets Segment assets excluding goodwill and intangible assets | 49,388 | 10,680 | 15,681 | 2,884 | 78,633 |
Goodwill | 54,825 | ||||
Intangible assets | 10,912 | ||||
Total Assets | 144,370 | ||||
Segment Liabilities | 11,439 | 813 | 1,050 | 2,641 | 15,943 |
Other segment information | |||||
Capital expenditure | |||||
Property, plant and equipment | 7 | 40 | 588 | - | 635 |
Intangible assets | 8,604 | - | - | - | 8,604 |
8,611 | 40 | 588 | - | 9,239 | |
Depreciation and amortisation | 1,043 | 152 | 473 | - | 1,668 |
The Company regards the customers who contribute more than 10% of the segmental revenue as major customers. During the financial year 2014, 4 (2013: 1) major customers of advertising and media segment contributed approximate to 44% (2013: 26%) of the segment's total revenue.
The segment results for 2013 were as follows:
Advertising & Media | Financial Services | Central & Others |
Total | |
RM'000 | RM'000 | RM'000 | RM'000 | |
Segment Revenue | ||||
Revenues from external customers | 47,249 | 1,857 | - | 49,106 |
Segment Results | ||||
Profit from operations | 12,080 | (568) | (4,535) | 11,512 |
Finance income | 55 | |||
Finance costs | (964) | |||
Profit before tax | 10,603 | |||
Income tax expense | (64) | |||
Profit for the year | 10,539 | |||
Segment Assets Segment assets excluding goodwill and intangible assets | 37,068 | 2,473 | 13,695 | 39,541 |
Goodwill | 38,605 | |||
Intangible assets | 3,348 | |||
Total Assets | 81,494 | |||
Segment Liabilities | 16,154 | 937 | 5,963 | 17,091 |
Other segment information | ||||
Capital expenditure | ||||
Property, plant and equipment | 348 | - | - | 348 |
Intangible assets | 432 | - | - | 432 |
780 | - | - | 780 | |
Depreciation and amortisation | 884 | 187 | - | 1,071 |
Geographical information
The group's revenue from continuing operations from external customers by location of operation and information about its * non-current assets by location of assets are details below.
*non-current assets for this purpose consist of property, plant and equipment and intangible assets.
2014 | 2013 | |
RM'000 | RM'000 | |
Revenues from external customers | ||
Malaysia | 18,252 | 17,799 |
Asia (excluding Malaysia) | 33,041 | 31,307 |
North and South America | 707 | - |
Africa | 1,074 | - |
Europe | 303 | - |
Oceania | 52 | - |
53,429 | 49,106 | |
Non-current assets | ||
Malaysia | 11,732 | 3,254 |
China and Hong Kong | 217 | 398 |
Cayman & British Virgin Islands | 281 | 352 |
12,230 | 4,004 |
The addition of the Biometrics division resulted in the inclusion of North and South America, Africa, Europe, Oceania and parts of Asia (excluding Malaysia).
4. (Loss)/Earnings per share
(a) Basic
The basic earnings per ordinary share has been calculated using the profit for the financial year attributable to the Company's equity shareholders divided by weighted average number of ordinary shares in issue.
Group | ||
2014 RM'000 | 2013 RM'000 | |
Profit attributable to the ordinary equity holders of the Company (RM'000) | (19,557) | 6,075 |
Weighted average number of ordinary shares in issue ('000) | 47,997 | 42,067 |
Basic earnings per share (sen) | (40.75) | 14.44 |
(b) Diluted
The diluted basic earnings per ordinary share has been calculated using the profit for the financial year attributable to the Company's equity shareholders divided by weighted average number of ordinary shares in issue after adjustment for the effects of all dilutive potentials ordinary shares.
The commitment to issue share based payments to key management has dilution effects.
Group | ||
2014 RM'000 | 2013 RM'000 | |
Weighted average number of shares per basic earnings per share's computation ('000) | 47,997 | 42,067 |
Effects of dilution from the commitment to issue share based payments ('000) | 352 | 3,067 |
48,349 | 45,134 | |
Diluted earnings per share (sen) | (40.45) | 13.46 |
5. Cash and cash equivalents
Group | Company | ||||
2014 RM'000 | 2013 RM'000 | 2014 RM'000 | 2013 RM'000 | ||
Cash at bank and on hand | 7,322 | 4,354 | 77 | 568 | |
Fixed Deposit | 16,432 | - | - | - | |
Bank Overdraft | (594) | (1,264) | - | - | |
23,160 | 3,090 | 77 | 568 |
Fixed deposits with licenced Banks
Included in fixed deposits of RM1,826,641 (2013: RM1,776,621) pledged as security for bank facilities. As these are pledged accounts they are not included in the cash and cash equivalents in the consolidated statement cash flows and are shown separately on the consolidated statement of financial position.
The interest rates and maturities of deposits are 3.15% to 3.40% (2013: 3.30%) per annum and 365 days (2013: 365 days) respectively.
6. Subsequent Event
(a) On 30 April 2015, Shareholder approval for the Company to adopt an Investing Policy was obtained during an Extraordinary General Meeting. The adoption of the Investing Policy became effective on 5 May 2015, being the date on which the Company reduced its interest in PUCF to below 50% of the voting rights in PUCF and there RHM ceased to have a controlling interest in PUCF. As an Investing Company, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules for Companies or otherwise implement its Investing Policy to the satisfaction of the London Stock Exchange on or before the date falling twelve months from 5 May 2015, failing which, the Company's ordinary shares would then be suspended from trading on AIM. In the event that the Company's ordinary shares are so suspended, the admission to trading on AIM of the shares would be cancelled six months from the date of suspension.
(b) On 14 January 2015, the group's subsidiary, Founder Pay Sdn Bhd entered into a conditional sale and purchase agreement with KUB Malaysia Berhad to purchase a freehold office unit, known as Oasis Ara Damansara bearing a postal address at Unit C-2-01, Level 2, Capital 3, Oasis Square, No.2, Jalan PJU 1A/7A, Ara Damansara, PJU 1A, 47301 Petaling Jaya, Selangor Darul Ehsan for a total cash consideration of RM 5,500,000.
The acquisition of the property was completed as at the date of this report.
(c) On 16 March 2015, the group's subsidiary MaxGreen Energy Sdn Bhd been awarded as a Feed-in-Tariff ("FiT") Approval Holder by the Sustainable Energy Development Authority Malaysia ("SEDA") to develop and operate a solar photovoltaic ("PV") plant with 1 megawatt power ("MWp") capacity to produce electricity to be supplied to Tenaga Nasional Berhad ("TNB").
As at the date of this report, the subsidiary has signed the said agreement TNB. There were no other significant events after the year end date except for above.
--Ends--
Related Shares:
RHM.L