26th Oct 2011 13:56
26 October 2011
VinaLand Limited
Audited financial results for the twelve months ended 30 June 2011
VinaLand Limited ("the Company" or "VNL"), an AIM-quoted investment vehicle that targets key growth segments within Vietnam's emerging real estate market, today announces its full year results for the twelve months ended 30 June 2011 ("the Period").
Financial highlights
·; Net loss for the year attributable to the Group's shareholders of USD2.6 million (2010: net profit of USD48.5 million).
·; Losses per share of USD0.005 for the year (2010: earnings per share of USD0.10).
·; Net asset value per share at 30 June 2011 of USD1.34 (2010: USD 1.36).
Operational highlights
·; Construction and sales continued at Danang Beach Resort, World Trade Centre Danang, Ceana Villas and Resort, My Gia township, Dai Phuoc Lotus township, and The Garland. FY2011 saw USD84.1 million in total sales contracts signed (FY2010: 68.4 million).
·; Successful launch of 'VinaLiving', a sales brand for all VNL-invested residential assets.
·; One retail anchor tenant (Parkson Vietnam) was signed for the retail component of the World Trade Centre Danang. Negotiations are at an advanced stage with a hypermart operator and a cinema chain.
·; FY2011 saw three divestments: Mandarin Gardens, Quoc Te and Bai Dai, a small holding in Cam Ranh Bay. These divestments resulted in gross proceeds of USD57.5 million, resulting in a gross IRR of 27.7 percent. A fourth divestment was concluded shortly after the financial year ended, and several divestment and co-investment deals are under negotiation.
Commenting, David Henry, Managing Director of VNL's Investment Manager, said:
"The past year has been a challenging one for the real estate market in Vietnam, with high inflation forcing strict fiscal policies and limited government lending. The Company has worked hard to adapt to the adverse economic climate through market positioning and by making suitable adjustments to our portfolio. By doing so, we have been able maintain solid residential sales while continuing to strengthen our reputation through our 'VinaLiving' sales brand."
Notes to Editors:
VinaCapital is the leading investment management and real estate development firm in Vietnam, with a diversified portfolio of USD1.7 billion in assets under management. VinaCapital was founded in 2003 and boasts a team of managing directors who bring extensive international finance and investment experience to the firm. Our mission is to produce superior returns for investors by using our experience and knowledge to identify the key trends and opportunities that emerge as Vietnam continues to develop its economy. To achieve this, VinaCapital has industry-leading asset class teams covering capital markets, private equity, fixed income, venture capital, real estate and infrastructure. VinaCapital manages three closed-end funds trading on the AIM Market of the London Stock Exchange. These funds are: VinaCapital Vietnam Opportunity Fund Limited (VOF), VinaLand Limited (VNL), and Vietnam Infrastructure Limited (VNI). VinaCapital also co-manages the USD32 million DFJ VinaCapital L.P. technology venture capital fund with Draper Fisher Jurvetson.
VinaCapital has offices in Ho Chi Minh City, Hanoi, Danang, Nha Trang, Phnom Penh (Cambodia) and Singapore. More information about VinaCapital is available at www.vinacapital.com.
More information on VinaLand Limited is available at www.vinacapital.com/vnl
Enquiries:
Michael L. Gray
VinaCapital Investment Management Limited
Investor Relations/Communications
+84 8 821 9930
Philip Secrett
Grant Thornton Corporate Finance, Nominated Adviser
+44 (0)20 7383 5100
Hiroshi Funaki
LCF Edmond de Rothschild Securities, Broker
+44 (0)20 7845 5960
David Benda / Hugh Jonathan
Numis Securities Limited, Broker
+44 (0)20 7260 1000
Mark Walters
FTI Consulting, Public Relations (Hong Kong)
+852 3716 9802
Andrew Walton
FTI Consulting, Public Relations (London)
+44 (0)20 7269 7204
Chairman's Statement
The past year has seen Vietnam struggle to contain high inflation, with the government enacting strict fiscal and monetary tightening policies. These policies have cooled the real estate market and created a number of challenges for VinaLand, as for other real estate developers and funds. With the cost of Vietnam dong debt exceeding 20 percent and new government policies limiting the lending available to real estate projects, VNL has focused its development activities on residential townhouse and villa projects, where pre-construction sales result in minimal need for project financing.
Given the difficult economic environment and its impact on the performance on the Fund, the past year has been challenging, and some shareholders have expressed concerns. Both the Board and the Manager have, therefore, extended efforts to communicate to shareholders the Fund's financial position, the fundamentals of the investment portfolio, and the strategy for the next three years.
The Fund has also looked to divest from non-core holdings that require significant financing or future capital commitments. The Fund holds a diverse portfolio, and the process of licensing and master planning continues to add value to assets even without starting construction. Projects can be divested once regulatory milestones are reached and third-party investors can see the value in the cleared and licensed land. In a number of cases this licensing and planning phase, in particular land clearance, has taken longer than expected.
However, the Fund has now moved into a phase that will see exits from projects via both sales to end-users and project divestments, with negotiations underway on several potential disposals. The ongoing residential sales have been reassuring given the current market slowdown in Vietnam. While many other developers in 2011 have slowed or stopped construction, VinaLand, under its 'VinaLiving' sales brand, has continued to bring products to market and strengthen its reputation in the retail home-buying market.
The Board is keenly aware, however, that shareholders require clear evidence that the Fund will generate a return on their investment. One area of particular concern to shareholders has been the delay to the capital distribution programme that was announced in late 2010. Over the first half of 2011, delays in closing two divestment transactions meant insufficient cash was available to complete the distribution. However, with the closing of one of these transactions in August, the capital distribution programme will now go ahead.
In addition, the Board has focused on improving the level of reporting and transparency to ensure shareholders receive more information on the Fund's performance, assets and strategy. A new quarterly report format will provide increased information, and the Board and Manager will provide semi-annual investor update briefings in key financial centres in Europe and Asia. The Board will also look to restructure its composition and add new directors, to maintain the current high standard of corporate governance that reflects international best practice, and also to deepen the experience base of the existing Board.
Given the current stage of development of the Fund's projects, the opportunity now exists to demonstrate the Fund's long-term ability to generate returns for its shareholders by divesting assets and distributing capital. However, the current global macro economic conditions cannot be ignored and, while the Fund anticipates being in a position to release to the market several residential projects for sale to end users and investors over the next twelve months, timing of such releases is presently uncertain.
We will remain in close contact with our shareholders during the upcoming year, and thank you for your ongoing support.
Nicholas Brooke
Chairman
VinaLand Limited
24 October 2011
Consolidated Statement of Financial Position
| Note | 30 June 2011 | 30 June 2010 |
|
| USD'000 | USD'000 |
|
|
| (Reclassified) |
ASSETS |
|
|
|
Non-current |
|
|
|
Investment properties | 8 | 693,185 | 620,650 |
Property, plant and equipment | 9 | 130,697 | 111,569 |
Intangible assets | 10 | 12,653 | 13,400 |
Investments in associates | 11 | 83,994 | 71,789 |
Goodwill |
| 3,923 | 3,923 |
Prepayments for operating lease assets | 12 | 4,687 | 41,595 |
Prepayments for acquisitions of investments | 13 | 41,869 | 52,208 |
Other long-term financial assets | 14 | 2,556 | 9,980 |
Deferred tax assets | 15 | 16,301 | 18,268 |
Non-current assets |
| 989,865 | 943,382 |
|
|
| |
Current |
|
|
|
Inventories |
| 4,029 | 712 |
Properties developed for sale | 16 | 113,447 | 80,057 |
Trade and other receivables | 17 | 108,147 | 112,637 |
Receivables from related parties | 18 | 2,800 | 4,389 |
Short-term investments | 19 | 3,605 | 15,215 |
Financial assets at fair value through profit or loss | 20 | 17,831 | 32,796 |
Cash and cash equivalents | 21 | 49,017 | 79,979 |
Current assets |
| 298,876 | 325,785 |
|
|
| |
Assets classified as held for sale | 23 | 30,106 | - |
Total assets |
| 1,318,847 | 1,269,167 |
Equity attributable to shareholders of the parent |
|
|
|
Share capital | 24 | 4,999 | 4,999 |
Additional paid-in capital | 25 | 588,870 | 588,870 |
Revaluation reserve | 26 | 7,054 | 3,483 |
Translation reserve |
| (40,897) | (29,733) |
Retained earnings |
| 112,262 | 114,025 |
| 672,288 | 681,644 | |
|
|
| |
Non-controlling interests |
| 233,298 | 224,269 |
Total equity |
| 905,586 | 905,913 |
|
|
| |
LIABILITIES |
|
|
|
Non-current |
|
|
|
Long-term borrowings and debts | 27 | 105,541 | 70,995 |
Long-term trade and other payables | 28 | 6,435 | 879 |
Long-term payables to related parties | 31 | 71,545 | 76,856 |
Deferred tax liabilities | 29 | 51,056 | 50,823 |
Non-current liabilities |
| 234,577 | 199,553 |
|
|
| |
Current |
|
|
|
Short-term borrowings and debts | 27 | 12,030 | 21,090 |
Trade and other payables | 30 | 125,303 | 116,466 |
Payables to related parties | 31 | 41,021 | 26,145 |
Current liabilities |
| 178,354 | 163,701 |
|
|
| |
Liabilities included in disposal group held for sale | 23 | 330 | - |
Total liabilities |
| 413,261 | 363,254 |
Total equity and liabilities |
| 1,318,847 | 1,269,167 |
Net asset per share attributable to shareholders of the Company
of the parent (USD per share) |
41 | 1.34 | 1.36 |
Consolidated Statement of Changes in Equity
Equity attributable to shareholders of the parent | Non-controlling interests | Totalequity | |||||
Share capital | Additional paid-in capital | Revaluation reserve | Translation reserve | Retained earnings | |||
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
1 July 2009 | 4,999 | 588,870 | 10,799 | (16,147) | 72,008 | 166,445 | 826,974 |
Acquisition of non-controlling interests | - | - | - | - | 1,683 | (18,133) | (16,450) |
Transaction with owners | - | - | - | - | 1,683 | (18,133) | (16,450) |
Gain for the year ended 30 June 2010 | - | - | - | - | 48,451 | 27,541 | 75,992 |
Other comprehensive income | |||||||
-Revaluation gain (Note 26) | - | - | 439 | - | - | 1,387 | 1,826 |
-Currency translation | - | - | - | (13,586) | - | (13,081) | (26,667) |
Total other comprehensive income | - | - | 439 | (13,586) | - | (11,694) | (24,841) |
Total comprehensive income | - | - | 439 | (13,586) | 48,451 | 15,847 | 51,151 |
Acquisitions of subsidiaries | - | - | - | - | - | 44,119 | 44,119 |
Capital contributions in subsidiaries | - | - | - | - | - | 37,298 | 37,298 |
Disposals of subsidiaries | - | - | (7,755) | - | (8,117) | (20,685) | (36,557) |
Dividend distributions to non-controlling interests | - | - | - | - | - | (622) | (622) |
30 June 2010 | 4,999 | 588,870 | 3,483 | (29,733) | 114,025 | 224,269 | 905,913 |
1 July 2010 | 4,999 | 588,870 | 3,483 | (29,733) | 114,025 | 224,269 | 905,913 |
Acquisition of non-controlling interests | - | - | - | - | 840 | (2,048) | (1,208) |
Transaction with owners | - | - | - | - | 840 | (2,048) | (1,208) |
Profits for the year ended 30 June 2011 | - | - | - | - | (2,603) | 18,110 | 15,507 |
Other comprehensive income | |||||||
-Revaluation gains (Note 26) | - | - | 3,571 | - | - | 1,357 | 4,928 |
-Currency translation | - | - | - | (11,164) | - | (9,797) | (20,961) |
Total other comprehensive income | - | - | 3,571 | (11,164) | - | (8,440) | (16,033) |
Total comprehensive income | - | - | 3,571 | (11,164) | (2,603) | 9,670 | (526) |
Capital contributions in subsidiaries | - | - | - | - | - | 15,280 | 15,280 |
Reversal of non-controlling share premium capital in a subsidiary | - | - | - | - | (10,970) | (10,970) | |
Decrease in non-controlling interest due to change in corporate structure | - | - | - | - | - | (2,775) | (2,775) |
Dividend distributions to non-controlling interests | - | - | - | - | - | (128) | (128) |
30 June 2011 | 4,999 | 588,870 | 7,054 | (40,897) | 112,262 | 233,298 | 905,586 |
Consolidated Statement of Income
Note | Year ended 30 June 2011 | Year ended 30 June 2010 | |
USD'000 | USD'000 | ||
Revenue | 56,551 | 17,277 | |
Cost of sales | (46,822) | (10,235) | |
Gross profit | 9,729 | 7,042 | |
Net gains on fair value adjustments of investment properties and impairment of properties, plant and equipment | 33 | 67,499 | 95,487 |
Selling and administration expenses | 32 | (49,305) | (46,171) |
Other net changes in fair value of financial assets at fair value through profit or loss | 34 | (2,701) | 7,695 |
Gain (loss) on disposal of investments | 35 | (1,063) | 19,696 |
Other income | 36 | 16,597 | 25,451 |
Other expenses | 37 | (19,115) | (7,048) |
Operating profit from continuing operations | 21,641 | 102,152 | |
Finance income | 38 | 8,639 | 6,860 |
Finance expenses | 39 | (13,260) | (8,244) |
Finance expenses - net | (4,621) | (1,384) | |
Share of gains/(losses) of associates | 11 | 1,841 | (9,609) |
(2,780) | (10,993) | ||
Profit from continuing operations before tax | 18,861 | 91,159 | |
Tax expense | 40 | (3,354) | (15,167) |
Net profit for the year from continuing and total operations | 15,507 | 75,992 | |
Attributable to equity shareholders of the Company | (2,603) | 48,451 | |
Attributable to holders of non-controlling interests | 18,110 | 27,541 | |
15,507 | 75,992 | ||
(Losses)/earnings per share - basic and diluted (USD per share) | 41 | (0.005) | 0.10 |
Consolidated Statement of Comprehensive Income
Year ended 30 June 2011 | Year ended 30 June 2010 | ||
USD'000 | USD'000 | ||
(Reclassified) | |||
Net profits for the year after tax from continuing and total operations | 15,507 | 75,992 | |
Other comprehensive income/(losses) | |||
Gains on revaluation of buildings during the year | 4,928 | 1,826 | |
Exchange differences on translating foreign operations | (20,961) | (26,667) | |
Other comprehensive losses for the year | (16,033) | (24,841) | |
Total comprehensive (loss)/income for the year | (526) | 51,151 | |
Attributable to equity shareholders of the parent | (10,196) | 35,304 | |
Attributable to non-controlling interests | 9,670 | 15,847 | |
(526) | 51,151 |
Consolidated Statement of Cash Flows
Note | 30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | ||
Operating activities | |||
Net profits for the year before tax |
| 18,861 | 91,159 |
Adjustments | 42 | (45,071) | (92,186) |
Net losses before changes in working capital |
| (26,210) | (1,027) |
Change in trade and other assets |
| (9,941) | (38,972) |
Change in inventory |
| (3,317) | (566) |
Change in trade and other liabilities |
| (39,111) | 36,767 |
Corporate income tax paid |
| (874) | (1,224) |
Cash flow from operating activities |
| (79,453) | (5,022) |
|
|
| |
Investing activities |
|
|
|
Interest received |
| 8,098 | 6,877 |
Purchases of investment property, plant, equipment, and other non-current assets |
| (92,846) | (151,948) |
Proceeds from disposals of investments and residential properties |
| 74,739 | 41,438 |
Deposits for acquisitions of investments |
| - | (12,472) |
Proceeds from disposals of held for sale assets/liabilities and financial assets held at fair value through profit or loss |
| 25,828 | 30,600 |
Investments in associates |
| (22,835) | (3,768) |
Net proceeds from short-term investments |
| 11,611 | 27,405 |
Net cash receipts from related parties for real estate projects |
| 7,689 | 27,113 |
Cash flow from investing activities |
| 12,284 | (34,755) |
|
|
| |
Financing activities |
|
|
|
Additional capital contributions from non-controlling shareholders |
| 15,280 | 37,298 |
Acquisitions of non-controlling interest in subsidiary, net of cash | 7 | (1,200) | (18,524) |
Loan proceeds from banks |
| 49,939 | 76,866 |
Loan repayments to banks |
| (22,864) | (26,449) |
Dividends paid to non-controlling interest |
| (128) | (622) |
Debt proceeds/(repayments) from/to others |
| 1,403 | (278) |
Interest paid |
| (7,822) | - |
Cash flow from financing activities |
| 34,608 | 68,291 |
Net change in cash and cash equivalents |
| (32,561) | 28,514 |
Cash and cash equivalents at the beginning of the year |
| 79,979 | 50,274 |
Exchange differences on cash and cash equivalents |
| 1,599 | 1,191 |
Cash and cash equivalents at end of the year | 21 | 49,017 | 79,979 |
Notes to the Consolidated Financial Statements
1. General information
VinaLand Limited is a limited liability company incorporated in the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The Company's primary objective is to focus on key growth segments within Vietnam's emerging real estate market, namely residential, office, retail, industrial and leisure projects in Vietnam and the surrounding countries in Asia. The Company is listed on the AIM Market of the London Stock Exchange under the ticker symbol VNL.
The Company does not have a fixed life but the Board considers it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, the Board will convene an extraordinary general meeting of the Company in 2013 where a special resolution will be proposed that the Company continue as presently constituted. If the resolution is passed, the Board intends that a similar resolution will be proposed at an extraordinary general meeting to be convened each third subsequent year thereafter. If the resolution is not passed, the Directors will be required to formulate proposals to be put to Shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up.
The consolidated financial statements for the year ended 30 June 2011 were authorised for issue by the Board of Directors on 24 October 2011.
2. Statement of compliance with IFRS and adoption of new and amended standards and interpretations
2.1 Statement of compliance with IFRS
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
2.2 Changes in accounting policies
2.2.1 Overall considerations
The Group has adopted the following new interpretations, revisions and amendments to IFRS issued by the International Accounting Standards Board, which are relevant to and effective for the Group's financial statements for the annual periods beginning 1 July 2010:
- IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
- Annual Improvements 2009
·; IAS 17 Leases
- Annual Improvements 2010
·; IFRS 3 Business Combinations
·; IFRS 7 Financial Instruments: Disclosures
·; IAS 1 Presentation of Financial Statements
·; IAS 21 The Effects of Changes in Foreign Exchange Rates
·; IAS 28 Investments in Associates
Significant effects on current, prior or future periods arising from the first-time application of these new requirements in respect of presentation, recognition and measurement are described in note 2.2.2. An overview of standards, amendments and interpretations to IFRSs issued but not yet effective is given in note 2.2.3.
2.2.2 Adoptions of revised and amended standards
Adoption of Improvements to IFRSs 2009
The Improvements to IFRSs 2009 made several minor amendments to IFRSs. The only amendment relevant to the Group relates to IAS 17 Leases. The amendment requires that leases of land are classified as finance or operating by applying the general principles of IAS 17. Prior to this amendment, IAS 17 generally required a lease of land to be classified as an operating lease. The Group has reassessed the classification of the land elements of its unexpired leases at 1 July 2010 on the basis of information existing at the inception of those leases and has determined that none of its leases require reclassification.
Adoption of Annual Improvement 2010
The IASB has issued Improvements to IFRS 2010. Most of these amendments become effective in annual periods beginning on or after 1 July 2010 or 1 January 2011. The Group has applied the amendments to IFRS 3 Business Combinations, IFRS 7 Financial instruments: Disclosures, IAS 1 Presentation of Financial Statements, IAS 21 The Effects of Changes in Foreign Exchange Rates, and IAS 28 Investments in Associates to the current consolidated financial statements.
IFRS 3 Business Combinations is effective for the periods beginning on or after 1 July 2010. In respect of transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised IFRS, the improvements clarify that contingent consideration balances arising from business combinations that occurred before an entity's date of adoption of IFRS 3 (Revised 2008) shall not be adjusted on the adoption date. Guidance is also provided on the subsequent accounting for such contingent balances. In respect of measurement of non-controlling interests ("NCI"), the choice of measuring NCI either at fair value or at the proportionate share in the recognised amounts of an acquiree's identifiable assets, is now limited to NCI that are present ownership instruments and entitle their holders to a proportionate share of the acquiree's net assets in the event of liquidation. This clarifies that all other components of NCI shall be measured at their acquisition date fair values, unless another measurement basis is required by IFRS. The Group has applied IFRS 3 Business Combinations prospectively to all business combinations from 1 July 2010.
IFRS 7 Financial instruments: Disclosures is effective for the periods beginning on or after 1 January 2011. This clarifies the disclosure requirement of the standards to remove inconsistencies, duplicative disclosure requirements and specific disclosures that may be misleading. The Group has made sufficient disclosure in compliance with IFRS 7 in the consolidated financial statements.
IAS 1 Presentation of Financial Statements is effective for the periods beginning on or after 1 January 2011. This clarifies that entities may present the required reconciliations for each component of other comprehensive income either in the Consolidated Statement of Changes in Equity or in the notes to financial statements. The Group has presented the required reconciliations for each component of other comprehensive income in the Consolidated Statement of Changes in Equity.
IAS 21 The Effects of Changes in Foreign Exchange Rates and IAS 28 Investments in Associates are effective for the periods beginning on or after 1 July 2010. These amend the transition requirements to apply certain consequential amendments arising from the IAS 27 (2008) amendments prospectively, to be consistent with the related IAS 27 transition requirement. The adoptions have no impact on the consolidated financial statements.
2.2.3 Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Group.
Management anticipates that all of the pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's financial statements is provided below.
Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's financial statements.
IFRS 9 Financial Instruments (effective from 1 January 2015)
The IASB aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety. The replacement standard (IFRS 9) is being issued in phases. The chapters dealing with recognition, classification, measurement and derecognition of financial assets and liabilities have been issued. These chapters are effective for annual periods beginning 1 January 2015. IFRS 9 is the first part of Phase 1 of this project. The main phases are:
·; Phase 1: Classification and Measurement
·; Phase 2: Impairment methodology
·; Phase 3: Hedge accounting
Further chapters dealing with impairment methodology and hedge accounting are still being developed.
Management have yet to assess the impact that this amendment is likely to have on the consolidated financial statements of the Group. However, they do not expect to implement the amendments until all chapters of IFRS 9 have been published and they can comprehensively assess the impact of all changes.
IFRS 10 Consolidated Financial Statements (effective from 1 July 2013)
IFRS 10: "Consolidated Financial Statements" was issued by the IASB in May 2011 and replaces both the existing IAS 27: "Consolidated and Separate Financial Statements" and SIC 12: "Consolidation-Special Purpose Entities". The new standard revises the definition of control and related application guidance so that a single control model can be applied to all entities. This standard will apply to the Group from 1 July 2013 but is not expected to have a material impact on the Group's financial statements.
IFRS 12 Disclosure of Interests in other Entities (effective from 1 July 2013)
IFRS 12: "Disclosure of Interests in other Entities" was issued by the IASB in May 2011 and is a new and comprehensive standard on disclosure requirements for all forms on interests in other entities, including subsidiaries, joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. This standard is applicable from 1 July 2013 and management is currently assessing the impacts of the standard, which will be limited to disclosure impacts only. There have also been consequential amendments to IAS 28: "Investments in Associates" as a result of above new standard. These amendments are applicable from 1 July 2013.
Consequential amendments to IAS 27 and IAS 28 Investments in Associates and Joint Ventures (IAS 28)
IAS 27 now only deals with separate financial statements. IAS 28 brings investments in joint ventures into its scope. However, IAS 28'sequity accounting methodology remains unchanged.
IFRS 13 Fair Value Measurements (effective from 1 July 2013)
IFRS 13: "Fair Value Measurements" was issued by the IASB in May 2011 and provides a precise
definition of fair value, as a single source of fair value measurement and prescribes disclosure
requirements for use across IFRS. The requirements do not extend the use of fair value accounting,
but provide guidance on how it should be applied where its use is already required or permitted by
other standards within IFRS. The standard will apply to the Group from 1 July 2015 and at this stage
it is believed there will be no impact.
Amendments to IAS 1 Presentation of Financial Statements (IAS 1 Amendments)
The IAS 1 Amendments require an entity to group items presented in other comprehensive income into those that, in accordance with other IFRSs: (a) will not be reclassified subsequently to profit or loss and (b) will be reclassified subsequently to profit or loss when specific conditions are met. It is applicable for annual periods beginning on or after 1 July 2012. The Group's management expects this will change the current presentation of items in other comprehensive income; however, it will not affect the measurement or recognition of such items.
3. Summary of significant accounting policies
3.1 Presentation of consolidated financial statements
The consolidated financial statements are presented in United States Dollars (USD) and all values are rounded to the nearest thousand ('000) unless otherwise indicated.
The significant accounting policies that have been used in the preparation of these consolidated financial statements are summarised below. These policies have been consistently applied to all the years presented unless otherwise stated.
The consolidated financial statements have been prepared using the historical cost convention, as modified by the revaluation of investment property, leasehold land and certain financial assets and financial liabilities, the measurement bases of which are described in the accounting policies below.
The preparation of consolidated financial statements in accordance with IFRS requires the use of certain accounting estimates and assumptions. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4 to the consolidated financial statements.
3.2 Basis of consolidation
The consolidated financial statements of the Group for the year ended 30 June 2011 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interests in associates.
3.3 Subsidiaries
Subsidiaries are all entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from their activities. In assessing control, potential voting rights that presently are exercisable or convertible, along with contractual arrangements, are taken into account. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are excluded from consolidation from the date that the control ceases. The majority of the Group's subsidiaries have a reporting date of 30 June. For those subsidiaries with a different reporting date the Group consolidate management information which is subject to audit for the period to 30 June.
In addition, acquired subsidiaries are subject to application of the acquisition method. This involves the revaluation at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated reporting at their revalued amounts, which are also used as the basis for subsequent measurement in accordance with the Group's accounting policies. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Gain on bargain purchase is immediately allocated to the Consolidated Statement of Income as at the acquisition date. All acquisition related costs are expensed in the period in which the costs are incurred and not included in the cost of investment. All payments to purchase a business are recorded at fair value at the acquisition date. Some changes in the fair value of contingent consideration that the Group recognises after the acquisition date may be the result of additional information after that date, about facts and circumstances that existed at the acquisition date. Where the changes in fair value of the contingent consideration are not measurement period adjustments, contingent consideration classified as equity is not re-measured. Contingent consideration classified as an asset or a liability which is a financial instrument within the scope of IAS 39 is measured at fair value with gains and losses recognised either in the Consolidated Statement of Income or in other Comprehensive Income according to the requirements of IAS 39 and contingent consideration classified as an asset or a liability outside the scope of IAS 39 is accounted for in accordance with IAS 37 or other IFRSs as appropriate.
Contingent consideration balances arising from business combinations whose acquisition dates prior to 1 July 2010 are not adjusted retrospectively. If a business combination provides for an adjustment to the cost of the combination contingent on future events, the Group includes the amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
All inter-company balances and significant inter-company transactions and resulting unrealised profits or losses (unless losses provide evidence of impairment) are eliminated on consolidation.
A non-controlling interest represents the portion of the Consolidated Statement of Income and net assets of a subsidiary attributable to an equity interest that is not owned by the Group. For each business combination, the acquirer measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interest in the acquiree and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation either at fair value or at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. Non-controlling interest is based upon the non-controlling interest's share of post-acquisition fair values of the subsidiary's identifiable assets and liabilities. All other components of non-controlling interests shall be measured at their acquisition-date fair values, unless another measurement basis is required by other standards. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in ownership interests in a subsidiary that do not result in gaining or losing control of the subsidiary are accounted for as equity transactions whereby the difference between the consideration paid and the proportionate change in the parent entity's interest in the carrying value of the subsidiary's net assets is recorded directly in equity and attributable to the owners. No adjustment is made to the carrying value of the subsidiary's net assets as reported in the consolidated financial statements.
Where a business combination is achieved in stages, the Group re-measures its previously held equity interest in the acquiree at its acquisition-date fair value and recognises the resulting gain or loss, if any, in profit or loss or other comprehensive income, as appropriate. In prior reporting periods, the Group may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income. If so, the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the Group had disposed directly of the previously held equity interest.
3.4 Associate entities
Associates are those entities over which the Group is able to exert significant influence, generally accompanying a shareholding of between 20% to 50% of voting rights, but which are neither subsidiaries nor investments in joint ventures. In the consolidated financial statements, investments in associates are initially recorded at cost and subsequently accounted for using the equity method.
Under the equity method, the Group's interest in an associate is carried at cost and the carrying amount is then increased or decreased to recognise the Group's share of the profit or loss of the associate after the date of acquisition plus any changes in the associate's other comprehensive income less any identified impairment loss, unless it is classified as held for sale or included in a disposal group that is classified as held for sale. The Consolidated Statement of Income includes the Group's share of the post-acquisition, post-tax results of the associate entity for the year, including any impairment loss on goodwill relating to the investment in associate recognised for the year.
All subsequent changes to the Group's share of interest in the equity of the associate are recognised in the carrying amount of the investment. Changes resulting from the profit or loss generated by the associate are reported within "Share of profit/(loss) of associates" in the Consolidated Statement of Income. These changes include subsequent depreciation, amortisation or impairment of the fair value adjustments of assets and liabilities.
Adjustments to the carrying value of the associate are necessary for changes in the associate's other comprehensive income that have not been recognised in their Consolidated Statement of Income, primarily those arising on the revaluation of plant, property and equipment. The Group's share of such changes are recognised directly in the Consolidated Statement of Comprehensive Income.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has legal or constructive obligations, or made payments, on behalf of the associate.
Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill. Gain on bargain purchase is immediately allocated to the Consolidated Statement of Income as at the acquisition date. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group, plus any costs directly attributable to the investment.
Goodwill is included within the carrying amount of an investment and is assessed for impairment as part of the investment. After the application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group's investments in its associates.
At each reporting date, the Group determines whether there is any objective evidence that an investment in an associate is impaired. If such indications are identified, the Group calculates the amount of impairment as being the difference between the recoverable amount of the associate and its respective carrying amount.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in an associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
3.5 Functional and presentation currency
The consolidated financial statements are presented in United States Dollars (USD) ("the presentation currency"). The financial statements of each consolidated entity are initially prepared in the currency of the primary economic environment in which the entity operates which may be Vietnamese Dong or USD ("the functional currency"). The financial statements prepared using Vietnamese Dong are then translated into the presentation currency of USD. USD is used as the presentation currency because it is the primary basis for the measurement of the performance of the Group (specifically changes in the Net Asset Value of the Group) and a large proportion of significant transactions of the Group are denominated in USD.
3.6 Foreign currency translation
In the individual financial statements of entities, transactions arising in currencies other than the functional currency of the individual entityare translated at exchange rates in effect on the transaction dates. Monetary assets and liabilities denominated in currencies other than the functional currency of the individual entity are translated at the exchange rates in effect at the reporting date. Translation gains and losses and expenses relating to foreign exchange transactions are recognised in the Consolidated Statement of Income.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
In the consolidated financial statements all individual financial statements of subsidiaries, where the functional currency is different from the Group's presentation currency, are converted into USD. Assets and liabilities are translated into USD at the closing rate at the reporting date. Income and expenses are translated using the exchange rates at the dates of the transactions. Where the average rates approximate the exchange rates at the dates of the transactions, income and expenses are translated into the Group's presentation currency at the average rates. Any differences arising from this translation are recognised in other comprehensive income.
3.7 Revenue recognition
Sale of goods and revenues from hotel operations and other related services
Revenue from sale of goods is recognised in the Consolidated Statement of Income when the significant risks and rewards of ownership of goods have passed to the buyer. Revenue from hotel operations and other related services is recognised as and when the services are provided.
Sales of real estate
Deposits received from buyers to reserve rights to buy houses are recognised as a liability on the balance sheet. These amounts are recorded as unearned revenue when the house's foundation is completed and a sales and purchase agreement is signed with the buyer. Unearned revenue is recorded as revenue when the construction is completed and the house is handed over to the buyer.
Revenue on sales of apartments is recognised when the Company has transferred to the buyer the usual risks and rewards of the ownership in a transaction that is in substance a sale and does not have a substantial continuing involvement with the property.
Rental income
Rental income from investment property is recognised in the Consolidated Statement of Income on a straight-line basis over the term of the operating lease. Lease incentives granted are recognised as an integral part of the total rental income.
Interest income
Interest income is recognised on an accrual and effective yield basis.
Dividend income
Dividend income is recorded when the Group's right to receive the dividend is established.
3.8 Expense recognition
Borrowing costs
Borrowing costs, comprising interest and related costs, are recognised as an expense in the period in which they are incurred, except for borrowing costs relating to qualifying assets that need a substantial period of time to get ready for their intended use or sale to the extent that they are directly attributable to the acquisition, production or construction of such assets.
Operating lease payments
Payments made under operating leases are recognised in the Consolidated Statement of Income on a straight-line basis over the term of the lease. Lease incentives received are recognised in the Consolidated Statement of Income as an integral part of the total lease expense.
3.9 Goodwill
Goodwill represents the excess of the cost of acquisition of subsidiary companies and associated companies over the Group's share of the fair value of their identifiable net assets at the date of acquisition.
Goodwill is recognised at cost less any accumulated impairment losses. The carrying value of goodwill is subject to an annual impairment review and whenever events or changes in circumstances indicate that it may not be recoverable. An impairment charge will be recognised in the Consolidated Statement of Income when the results of such a review indicate that the carrying value of goodwill is impaired (see accounting policy 3.16).
A gain on bargain purchase represents the excess of the Group's interest in the fair value of identifiable net assets and liabilities, and contingent liabilities over the cost of acquisition. It is recognised directly in the Consolidated Statement of Income at the date of acquisition.
Gains and losses on disposal of an entity include the carrying amount of goodwill relating to the entity disposed of.
3.10 Investment property
Investment properties are properties owned or held under finance leases to earn rentals or for capital appreciation, or both, or held for a currently undetermined use. Property held under operating leases (including leasehold land) that would otherwise meet the definition of investment property is classified as investment property on a property by property basis. If a leased property does not meet this definition it is recorded as an operating lease.
Property under construction or development for future use as investment property is treated as investment property and is measured at fair value where the fair value of the investment property under construction or development for future use can be reliably determined.
Investment properties are stated at fair value. At the end of each quarter of the financial year, the fair values of a selection of investment properties are assessed by the Valuation Committee such that the fair values of all investment properties are assessed at least once each financial year. At the date of assessment, two independent valuation companies with appropriately recognised professional qualifications and recent experience in the location and category being valued undertake a valuation of each property selected. The fair value is estimated by the independent valuation companies assuming there is an agreement between a willing buyer and a willing seller in an arm's length transaction after proper marketing; wherein the parties have each acted knowledgeably, prudently and without compulsion. The valuations by the independent valuation companies are prepared based upon direct comparison with sales of other similar properties in the area and the expected future discounted cash flows of a property using a yield that reflects the risks inherent therein. The estimated fair values provided by the independent valuation companies are used by the Valuation Committee as the primary basis for estimating each property's fair value. In addition to the reports of the independent valuation companies the Valuation Committee considers information from other sources, including those sources referred to in Note 4, before recommending each property's estimated fair value to the Board for approval. Discount rates from 13% to 20% are considered appropriate for properties in different locations.
Any gain or loss arising from a change in fair value is recognised in the Consolidated Statement of Income. Rental income from investment property is accounted for as described in the accounting policy 3.7.
When an item of property, plant and equipment is transferred to investment property following a change in its use, any differences arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in other comprehensive income if it is a gain. Upon disposal of the item the gain is transferred to retained earnings. Any loss arising in this manner is recognised in the Consolidated Statement of Income immediately.
All costs directly associated with the purchase and construction of an investment property, and all subsequent capital expenditures for the development, which qualify as acquisition costs, are capitalised.
Borrowing costs for property under construction or development are capitalised if they are directly attributable to the acquisition, construction or production of that qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Capitalisation of borrowing costs continues until the assets are substantially ready for their intended use. If the resulting carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognised. The capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of the development cost financed out of general funds, to the average rate.
3.11 Property developed for sale
Property that is being constructed or developed for sale is classified as property developed for sale until construction or development is complete, at which time it is reclassified and subsequently accounted for as inventory.
3.12 Property, plant and equipment
All property, plant and equipment, except buildings and leasehold land improvements, are stated at cost less accumulated depreciation and impairment losses (see accounting policy 3.16). The cost of self-constructed assets includes the cost of materials, direct labour, overheads and the initial estimate of the costs of dismantling and removing the items and restoring the site on which they are located.
Buildings and leasehold land improvements including hotels and golf courses are revalued to fair value in accordance with the methods set out in accounting policy 3.10. Any surplus arising on the revaluation is recognised in a revaluation reserve within equity, except to the extent that the surplus reverses a previous revaluation deficit on the building charged to the Consolidated Statement of Income, in which case a credit to that extent is recognised in the Consolidated Statement of Income. Any deficit on revaluation is charged in the Consolidated Statement of Income except to the extent that it reverses a previous revaluation surplus on a building, in which case it is taken directly to the revaluation reserve. Any revaluation surplus remaining in equity on disposal of the asset is transferred to retained earnings.
If an investment property is reclassified as property, plant and equipment its fair value at the date of reclassification becomes its deemed cost for subsequent accounting.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
Subsequent expenditure
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. The carrying values of any parts replaced as a result of such replacements are expensed at the time of replacement. All other costs associated with the maintenance of property, plant and equipment are recognised in the Consolidated Statement of Income as incurred.
Depreciation
Depreciation is charged to the Consolidated Statement of Income on a straight-line basis over the estimated useful lives of property, plant and equipment, and major components that are accounted for separately. The estimated useful lives are as follows:
Buildings, hotels and golf courses 33 to 50 years
Machinery and equipment 4 to 20 years
Furniture and fixtures 3 to 5 years
Motor vehicles 5 to 10 years
Material residual value estimates and estimates of useful lives are reviewed at least annually, irrespective of whether assets are revalued.
Assets held under finance leases which do not transfer title to the assets to the Group at the end of the lease are depreciated over the shorter of the estimated useful lives shown above and the term of the lease.
3.13 Intangible assets
Intangible assets comprise software and hotel gaming licences. Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is the asset's fair value at the date of acquisition. Following initial acquisition, intangible assets are measured at cost less any accumulated amortisation and accumulated impairment losses. The carrying value of the assets is reviewed annually for impairment.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at each financial year-end. The estimated useful lives are as follows:
Gaming licences 13 to 22 years
Software 5 years
3.14 Leases
Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases and stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses.
Leases which do not transfer substantially all the risks and rewards of ownership to the Group are classified as operating leases. Where the Group has the use of an asset held under an operating lease, payments made under the lease are charged to the Consolidated Statement of Income on a straight line basis over the term of the lease. Prepayments for operating leases represent property held under operating leases where a portion, or all, of the lease payments have been paid in advance, and the properties cannot be classified as an investment property.
3.15 Financial assets
Financial assets are divided into the following categories:
·; Loans and receivables; and
·; Financial assets at fair value through profit or loss.
Management determines the classification of its financial assets at initial recognition depending on the purpose for which the financial assets were acquired. Where allowed and appropriate management re-evaluates this designation at each reporting date.
All financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the instrument.
Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. At each reporting date, financial assets are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists, any impairment loss is determined and recognised based on the classification of the financial assets.
The Group's financial assets consist primarily of unlisted equities, loans and receivables.
Loans and receivables
All loans and receivables, except trustee loans, are non-derivative financial assets with fixed or determinable pay-ments that are not quoted in an active market. After initial recognition these are measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value is recognised in the Consolidated Statement of Income. Discounting, however, is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.
Significant receivables are considered for impairment when they are overdue or when other objective evidence is received that a specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which are determined by reference to the industry and other available features of shared credit risk characteristics. The percentage of the write down is then based on recent historical counterparty default rates for each identified group. Impairment of trade and other receivables are presented within "other expenses".
Financial assets at fair value through profit or loss
Financial assets at fair value through Consolidated Statement of Income include financial assets that are either classified as held for trading or are designated by the entity to be carried at fair value through profit or loss upon initial recognition. Financial assets at fair value through profit or loss held by the Group include unlisted securities and trustee loans. Purchase or sale of financial assets is recognised using trade date accounting. The trade date is the date that an entity commits itself to purchase or sell an asset.
Trustee loans are loans provided to banks and other parties where the Group receives interest and other income on the loans calculated based on the proceeds from the sales of specific assets held by the counterparties. Fair value is determined based on the expected future discounted cash flows from each loan.
Net changes in fair value of financial assets at fair value through profit or loss include net unrealised gains in fair value of financial assets and net gains from realisation of financial assets during the year.
3.16 Impairment of assets
The Group's goodwill, operating lease prepayments, property, plant and equipment, intangible assets and interests in associates, trade and other receivables and other assets are subject to impairment testing.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill in particular is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management controls the related cash flows.
Goodwill and intangible assets with an indefinite life are tested for impairment annually, while other assets are tested when there is an indicator of impairment.
An impairment loss is recognised in the profit or loss immediately for the amount by which the asset's carrying amount exceeds its recoverable amount unless the relevant asset is carried at a revalued amount under the Group's accounting policy. An impairment loss on a revalued asset is treated as a revaluation decrease, but only to the extent of the revaluation surplus for that same asset. Further impairment losses are recognised in the profit or loss. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use. 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 assets.
3.17 Prepayments for acquisitions of investments
Prepayments for acquisition of investments are initially measured at cost until such times as approval is obtained or the conditions are met, at which point they are transferred to investment properties and accounted for accordingly. Such payments are made to vendors for land clearance and other related costs, professional fees directly attributed to the projects where the final transfer of the property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendor completing certain performance conditions. The prepayments are presented within Prepayments for acquisitions of investments in the Consolidated Statement of Financial Position.
3.18 Income taxes
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate based on the taxable profit for the year. Current and deferred tax shall be recognised as income or expense and included in profit or loss for the year. Current tax and deferred tax shall be charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly to equity, and if the tax relates to items recognised in other comprehensive income, it is recognised in other comprehensive income.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and associates is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against future taxable income. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date. Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Consolidated Statement of Income. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that is charged directly to other comprehensive income are charged or credited directly to other comprehensive income.
Current tax and deferred tax that relates to items recognised in other comprehensive income is recognised in other comprehensive income, and current tax and deferred tax that relates to items recognised directly in equity is recognised directly in equity.
3.19 Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand as well as short-term highly liquid investments such as money market instruments and bank deposits with an original maturity term of not more than three months.
3.20 Non-current assets and liabilities classified as held for sale
When the Group intends to sell a non-current asset or a group of assets (a disposal group), if the carrying amount will principally be recovered through the sale; they are available for immediate sale in their present condition subject only to terms that are usual and customary for sale of such assets and sale is highly probable at the reporting date, the asset or disposal group is classified as "held for sale" and presented separately in the consolidated financial statements in accordance with IFRS 5 "Non-current assets held for sale and discontinued operations".
Liabilities are classified as "held for sale" and presented as such in the consolidated financial statements if they are directly associated with a disposal group.
Assets classified as "held for sale" are measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair values less costs to sell. However, some "held for sale" assets such as financial assets or deferred tax assets, continue to be measured in accordance with the Group's accounting policy for those assets. No assets classified as "held for sale" are subject to depreciation or amortisation, subsequent to their classification as "held for sale".
3.21 Equity
Share capital is determined using the nominal value of shares that have been issued. Additional paid-in capital includes any premiums received on the initial issuance of the share capital. Any transaction costs associated with the issuing of shares are deducted from additional paid-in capital, net of any related income tax benefits.
Revaluation reserve represents the surplus arising on the revaluation of the Group's owned buildings which are classified under property, plant and equipment.
Currency translation differences on net investments in foreign operations are included in the translation reserve.
Retained earnings include all current and prior period results as disclosed in the consolidated statement of changes in equity.
Changes in ownership interests in a subsidiary that do not result in gaining or losing control of the subsidiary are accounted for as equity transactions and recorded in the Consolidated Statement of Changes in Equity.
3.22 Financial liabilities
The Group's financial liabilities include trade and other payables, borrowings and other liabilities.
Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest related charges are recognised as an expense in finance costs in the Consolidated Statement of Income.
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost, using the effective interest rate method.
Borrowings are raised for support of long term funding of the Group's investments and are recognised at fair value plus direct transaction costs on initial recognition and thereafter at amortised cost under the effective interest rate method.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
3.23 Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations will probably lead to an outflow of economic resources from the Group that can be reliably estimated. A present obligation arises from the presence of a legal or constructive obligation that has resulted from past events. Provisions are not re-cognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation and where there is uncertainty about the timing or amount of the future expenditure required in settlement. Where there are a num-ber of similar obligations, the likelihood that outflows will be required in settlement is determined by considering the class of obligations as a whole. Long-term pro-vi-sions are discounted to their present values, where the time value of money is material.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate of the Group's management.
The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably.
A contingent asset is a possible asset that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group. The Group does not recognise
contingent assets but discloses their existence when inflows of economic benefits are probable, but not virtually certain.
3.24 Related parties
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Parties are considered to be related to the Group if:
1. directly or indirectly, a party controls, is controlled by, or is under common control with the Group; has an interest in the Group that gives it significant influence over the Group; or has joint control over the Group;
2. a party is a jointly-controlled entity;
3. a party is an associate;
4. a party is a member of the key management personnel of the Group; or
5. a party is a close family member of the above categories.
3.25 Earnings per share and net asset value per share
The Group presents basic earnings per share ("EPS") for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
Net asset value ("NAV") per share is calculated by dividing the net asset value attributable to ordinary shareholders of the Company by the number of outstanding ordinary shares as at the reporting date. NAV is determined as total assets less total liabilities and non-controlling interests.
3.26 Segment reporting
An operating segment is a component of the Group:
1. that engages in investment activities from which it may earn revenues and incur expenses;
2. whose operating results are based on internal management reporting information that is regularly reviewed by the Investment Manager to make decisions about resources to be allocated to the segment and assess its performance; and
3. for which discrete financial information is available.
4. Critical accounting estimates and judgements
When preparing the consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and may not equal the estimated results. Information about significant judgements, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below.
Fair value of investment properties, leasehold land, hotels and golf courses
The investment properties, leasehold land, hotels and golf courses of the Group are stated at fair value in accordance with accounting policies 3.10, 3.11 and 3.12. The fair values of investment properties, leasehold land and buildings are based on valuations by independent professional valuers including: CB Richard Ellis, Savills, Jones Lang LaSalle, Colliers, Sallmanns and HVS. These valuations are based on certain assumptions, which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the independent valuation companies are used by the Valuation Committee as the primary basis for estimating each property' s fair value for recommendation to the Board.
In making its judgement, the Valuation Committee considers information from a variety of sources, including:
(i) current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;
(ii) recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices;
(iii) recent developments and changes in laws and regulations that might affect zoning and/or the Group's ability to exercise its rights in respect to properties and therefore fully realise the estimated values of such properties; and
(iv) discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of external evidence such as current market rents and sales prices for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.
Impairment
Investment properties, leasehold land, hotels and golf courses
Whenever there is an indication of impairment of an investment property or leasehold land and buildings the Valuation Committee and management will assess the need for an impairment adjustment. The estimation of impairment adjustments is based on the same principles used to adjust the periodic independent valuations mentioned above.
Trade and other receivables
The Group's management determines the provision for impairment of trade and other receivables on a regular basis. This estimate is based on the credit history of its customers and prevailing market conditions.
Other assets
The Group's goodwill, intangible assets, operating lease prepayments, other assets and interests in associates are subject to impairment testing in accordance with the accounting policy 3.16.
Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of financial position at their fair values. In measuring fair value management uses estimates about future cash flows and discount rates or independent valuations for investment properties and buildings.
Useful lives of depreciable assets
Management reviews the useful lives of depreciable assets at each reporting date. Management assesses that the useful lives represent the expected utility of the assets to the Group. The carrying amounts are analysed in Notes 9 and Note 10.
5. Segment reporting
In identifying its operating segments, management generally follows the Group's sectors of investment which are based on internal management reporting information for the Investment Manager's management, monitoring of investments and decision making. The operating segments by investment portfolio include Commercial, Residential, office buildings and undetermined use segments, Hospitality segment, Mixed-use segment and Cash and short-term investments.
The activities undertaken by the Commercial segment include the development and operation of investment properties. Apartments and villas properties which are developed for sales, land, office buildings and properties held for undetermined future use are included in the Residential, office buildings and undetermined use properties segment. The Hospitality segment includes the development and operation of hotels and related services. Strategic decisions are made on the basis of segment operating results.
Each of the operating segments are managed and monitored separately by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses segment profit or loss using a measure of operating profit or loss from the investment assets. Although IFRS 8 requires measurement of segmental profit, the majority of expenses are common to all segments and therefore cannot be individually allocated. There have been no changes from prior periods in the measurement methods used to determine reported segment profit.
There is no measure of segment liabilities regularly reported to the Investment Manager therefore liabilities are not disclosed in the sector analyses.
Segment information can be analysed as follows for the reporting periods under review:
Consolidated Statement of Income
| Year ended 30 June 2011 |
| ||||
| Commercial | Residential , office buildings and undetermined use | Hospitality | Mixed use | Total | |
| USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Revenue | - | 32,278 | 24,273 | - | 56,551 | |
Gain (loss) from disposal of investments | 7 | (1,559) | 278 | 211 | (1,063) | |
Other income | - | 8,730 | 7,866 | 1 | 16,597 | |
Finance income | 51 | 6,023 | 2,033 | 532 | 8,639 | |
Net gain on fair value adjustments of investment properties and impairment of property, plant and equipment | 299 | 63,703 | (10,537) | 14,034 | 67,499 | |
Net changes in fair value of financial assets at fair value through profit or loss | - | (2,024) | (677) | - | (2,701) | |
Share of profit/(losses) of associates | (12) | 3,338 | (1,454) | (31) | 1,841 | |
Total | 345 | 110,489 | 21,782 | 14,747 | 147,363 | |
Cost of sales | - | (34,048) | (12,774) | - | (46,822) | |
Profit before unallocated expenses | 345 | 76,441 | 9,008 | 14,747 | 100,541 | |
Selling and administration expenses |
|
|
|
| (49,305) | |
Other expenses |
|
|
|
| (19,115) | |
Finance expenses |
|
|
|
| (13,260) | |
Profit before tax |
|
|
|
| 18,861 | |
Income tax expenses |
|
|
|
| (3,354) | |
Net profit for the year |
|
|
|
| 15,507 | |
For the comparative year: | Year ended 30 June 2010 | ||||
| Commercial | Residential, office buildings and Undetermined use | Hospitality | Mixed used | Total |
| USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
Revenue | - | 2,830 | 14,295 | 152 | 17,277 |
Gain/(loss) from disposal of investments | - | 19,696 | - | - | 19,696 |
Other income | - | 11,594 | 1,485 | 12,372 | 25,451 |
Finance income | 16 | 4,257 | - | 2,587 | 6,860 |
Net gain/(loss) on fair value adjustments of investment properties | 6,704 | 27,868 | - | 60,915 | 95,487 |
Net changes in fair value of financial assets at fair value through profit or loss | - | 7,695 | - | - | 7,695 |
Share of ( losses) of associates | (3,305) | (5,913) | (391) | - | (9,609) |
Total | 3,415 | 68,027 | 15,389 | 76,026 | 162,857 |
Cost of sales | - | - | (10,235) | - | (10,235) |
Profit before unallocated expenses | 3,415 | 68,027 | 5,154 | 76,026 | 152,662 |
Selling and administration expenses |
|
|
|
| (46,171) |
Other expenses |
|
|
|
| (7,048) |
Finance expenses |
|
|
|
| (8,244) |
Profit before tax |
|
|
|
| 91,159 |
Income tax expenses |
|
|
|
| (15,167) |
Net profit for the year |
|
|
|
| 75,992 |
Consolidated Statement of Financial Position
| As at 30 June 2011 |
| ||||||
| Commercial | Residential, office buildings and undetermined use | Hospitality | Mixed use | Cash and short-term investments | Total | ||
| USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | ||
Investment properties | 7,758 | 494,637 | - | 190,790 | - | 693,185 | ||
Properties developed for sale | - | 100,095 | - | 13,352 | - | 113,447 | ||
Property, plant and equipment | - | 27,838 | 102,769 | 90 | - | 130,697 | ||
Goodwill and intangible assets | - | 4,002 | 12,571 | 3 | - | 16,576 | ||
Cash and cash equivalents | - | - | - | - | 49,017 | 49,017 | ||
Trade and other receivables | 45 | 89,317 | 15,695 | 3,090 | - | 108,147 | ||
Investment in associates | 18,529 | 32,901 | 32,564 | - | - | 83,994 | ||
Prepayments for acquisitions of investments | - | 29,821 | 1,860 | 10,188 | - | 41,869 | ||
Financial assets at fair value through profit or loss | - | 16,855 | 976 | - | - | 17,831 | ||
Short-term investments | - | - | - | - | 3,605 | 3,605 | ||
Assets and disposal group classified as held for sale |
- |
12,790 |
- |
17,316 |
- |
30,106 | ||
Other assets | 352 | 12,282 | 9,112 | 8,627 | - | 30,373 | ||
Total assets | 26,684 | 820,538 | 175,547 | 243,456 | 52,622 | 1,318,847 | ||
For the comparative year end:
| As at 30 June 2010 | ||||||
| Commercial | Residential, office building and undetermined use | Hospitality | Mixed use | Cash and short-term investments | Total | |
| USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Investment properties | 7,852 | 432,894 | - | 179,904 | - | 620,650 | |
Properties developed for sale | - | 73,521 | - | 6,536 | - | 80,057 | |
Property, plant and equipment | 23 | 6,914 | 90,601 | 14,031 | - | 111,569 | |
Goodwill and intangible assets | 1 | 3,996 | 13,230 | 96 | - | 17,323 | |
Cash and cash equivalents | - | - | - | - | 79,979 | 79,979 | |
Trade and other receivables | 578 | 88,401 | 16,224 | 7,434 | - | 112,637 | |
Investment in associates | 14,153 | 51,701 | 5,935 | - | - | 71,789 | |
Prepayments for acquisitions of investments | 20 | 42,512 | 5,952 | 3,724 | - | 52,208 | |
Financial assets at fair value through profit or loss | - | 13,859 | - | 18,937 | - | 32,796 | |
Short-term investments | - | - | - | - | 15,215 | 15,215 | |
Assets and disposal group classified as held for sale |
|
|
|
|
|
| |
Other assets | 412 | 19,694 | 11,408 | 43,430 | - | 74,944 | |
Total assets | 23,039 | 733,492 | 143,350 | 274,092 | 95,194 | 1,269,167 | |
The Group's revenues, investment income and its non-current assets (other than financial instruments, investments accounted for using the equity method, deferred tax assets and post-employment benefit assets) are attributable to the following geographic areas:
| Year ended 30 June 2011 | Year ended 30 June 2010 | ||
| Revenue and income | Non-current assets | Revenue and income | Non-current assets |
| USD'000 | USD'000 | USD'000 | USD'000 |
Vietnam | 153,953 | 885,647 | 127,254 | 849,402 |
Other countries | - | - | 65 | - |
Total | 153,953 | 885,647 | 127,319 | 849,402 |
Revenues and investment income include operating revenue, finance income, net gains/(losses) on fair value adjustments of investment properties and financial assets at fair value through profit or loss. These have been identified on the basis of the operation and investment location. Non-current assets are allocated based on their physical location.
The Group does not rely on major customers therefore information about major customers is excluded from this disclosure.
6. Subsidiaries and associates acquisitions and disposals
Additional acquisition of VinaCapital Hoi An Resort Limited (Hoi An Resort Project)
During the year, the Group acquired a further 20% equity interest of VinaCapital Hoi An Resort Limited, a subsidiary incorporated in Vietnam, for USD1.2 million which was settled in cash and brings the Group's total interest in the project to 100% at the reporting date. The difference of USD0.8 million between the book value and the consideration paid has been recognised directly in equity and attributed to the owners of the Group.
Acquisition of Kotobuki Holding (Hong Kong) Limited
On 19 January 2011, the Group acquired 38% of Kotobuki Holding (Hong Kong) Ltd., which is incorporated in Hong Kong. This company owns and manages the Legend Hotel, a five-star hotel located in District 1, Ho Chi Minh City, and an adjoining office building. The total cost of the acquisition was USD20.8 million, which was settled in cash. The acquisition was the culmination of negotiations that began in 2006 with the signing of a memorandum of understanding with the vendor. The acquisition resulted in a gain due to bargain purchase of USD6.3 million which has been recognised in the Consolidated Statement of Income.
Disposals of International Consultant Company Limited and VinaCapital Long Dien Company Limited (Quoc Te Project)
During the year, the Group disposed of its 100% equity interest in Quoc Te Project which was held by International Consultant Company Limited and VinaCapital Long Dien Company Limited (Quoc Te Project) for a total of USD11.9 million, of which USD5 million is outstanding as at year end. The book value of the net assets at the disposal date was USD10.8 million resulting in a gain on disposal which has been recognised in the Consolidated Statement of Income.
Particulars of principal subsidiaries of the Group at of 30 June 2011 are as follows:
Name | Place of incorporation/operations | Share capital (USD/ USD equivalents) | Percentage interest held by the Group | Principal activities |
| |||
Onshine Investments Limited | BVI | 1 | 100% | Property investment |
| |||
Vietnam Property Holdings Limited | BVI | 100 | 75% | Property investment |
| |||
Prosper Big Investment Limited | BVI | 50,000 | 75% | Property investment |
| |||
VinaCapital Danang Resorts Limited | BVI | 4 | 75% | Property investment |
| |||
VinaCapital Commercial Center Limited - Class A Shares (*) | BVI | 28,094,769 | 38.25% | Property investment |
| |||
Name |
Place of incorporation/operations |
Share capital (USD/ USD equivalents) |
Percentage interest held by the Group |
Principal activities |
| |||
VinaCapital Commercial Center Limited - Class B Shares | BVI | 1,623,702 | 75% | Property investment |
| |||
Bates Assets Limited | BVI | 4 | 100% | Property investment |
| |||
Proforma Asia Limited | BVI | 4 | 100% | Property investment |
| |||
Cypress Assets Limited | BVI | 10,000 | 77% | Property investment |
| |||
Roxy Assets Limited | BVI | 4 | 75% | Property investment |
| |||
VinaCapital Hoi An Resort Limited | Vietnam | 5,900,000 | 100% | Hospitality |
| |||
VinaCapital Danang Golf Course Limited | Vietnam | 18,083,192 | 75% | Property investment |
| |||
Maplecity Investments Limited | BVI | 4 | 75% | Property investment |
| |||
Henry Enterprise Group Limited | BVI | 11,460,100 | 61.5% | Property investment | ||||
VinaCapital Danang Resort Limited | Vietnam | 13,502,000 | 75% | Property investment |
| |||
VinaCapital Commercial Center Limited (Vietnam) | Vietnam | 27,428,535 | 38.25% | Property investment |
| |||
VinaCapital Commercial Center Limited (Vietnam) | Vietnam | - | 75% | Property investment |
| |||
VinaCapital Commercial Center Private Limited - Class A Shares (*) | Singapore | 23,601,177 | 38.25% | Property investment |
| |||
VinaCapital Commercial Center Private Limited - Class B Shares | Singapore | 1,623,600 | 75% | Property investment |
| |||
Tungshing International Investment Limited | BVI | 1,915,345 | 100% | Property investment |
| |||
Dien Phuoc Long Real Estate Company Limited | Vietnam | 2,474,482 | 100% | Property investment |
| |||
VinaCapital Phuoc Dien Co. Limited | Vietnam | 2,827,500 | 100% | Property investment |
| |||
East Ocean Real Estate and Tourism Joint Stock Company | Vietnam | 22,439,160 | 62.55% | Hospitality |
| |||
Vina Properties (Singapore) Pte. Limited | Singapore | 1 | 75% | Property investment |
| |||
Roxy Vietnam Co. Limited | Vietnam | 6,748,923 | 55.6% | Hospitality |
| |||
Top Star International Limited | Hong Kong | 13 | 75% | Hospitality |
| |||
A-1 International (Vietnam) Corporation Limited | Vietnam | 16,700,000 | 52.5% | Hospitality |
| |||
Dong Binh Duong Urban Development Co. Limited | Vietnam | 7,324,043 | 70% | Property investment |
| |||
Nam Phat Villas and Hotel Company Limited | Vietnam | 2,337,516 | 100% | Hospitality |
| |||
Orchid House Co. Limited | Vietnam | 565,206 | 55.56% | Hospitality |
| |||
Vina Dai Phuoc Corporation Limited | Vietnam | 73,046,074 | 54% | Property investment |
| |||
Prodigy Pacific Vietnam Co. Limited | Vietnam | 1,500,000 | 100% | Property investment |
| |||
Pavia Properties Limited | BVI | 1,896,462 | 100% | Property investment |
| |||
Nguyen Du Joint Venture Company | Vietnam | 2,324,834 | 65% | Hospitality |
| |||
SIH Investment Limited | Singapore | 8,379,168 | 63.75% | Property investment |
| |||
SAS Hanoi Royal Hotel Limited (**) | Vietnam | 12,000,000 | 44.63% | Hospitality |
| |||
Viet Land Development Corporation Limited | Vietnam | 2,500,000 | 90% | Property investment |
| |||
VinaLand Espero Limited | BVI | 100 | 75% | Property investment |
| |||
Vinh Thai Urban Development Corporation Limited |
Vietnam |
37,348,756 |
53.25% |
Property investment |
| |||
Thang Long Property Company Limited | Vietnam | 4,908,979 | 65% | Property investment |
| |||
Hoang Phat Investment Joint Stock Company | Vietnam | 2,985,075 | 60% | Hospitality |
| |||
AA VinaCapital Co. Limited | Vietnam | 8,102,160 | 80% | Property investment |
| |||
Vina Alliance Company Limited | Vietnam | 38,006,734 | 62% | Property investment |
| |||
Phu Hoi City Company Limited | Vietnam | 43,651,074 | 52.5% | Property investment |
| |||
(*) At the reporting date, the Group has a 38.25% of Class A Shares and 75% of Class B Shares of VinaCapital Commercial Center Limited. Management considers this company as a subsidiary holding as it has control through the majority voting rights in this company.
(**) At the reporting date, the Group has a 44.63% equity interest in SAS Hanoi Royal Hotel Ltd., but it does not lose control of the subsidiary because it still retains the power to govern the financial and operating policies of the company as it retains more than 50% of the voting rights on the Board. Therefore, the Group's management considers this company as a subsidiary.
7. Net cash for acquisitions of non-controlling interest in subsidiaries
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Cash payments for acquisitions of non-controlling interest in subsidiaries | ||
VinaCapital Hoi An Resort (Vietnam) (Note 6) | 1,200 | - |
Vina Alliance Company Limited | - | 7,181 |
Phu Hoi City Company Limited | - | 5,443 |
Vinh Thai Urban Development Corporation Limited | - | 2,800 |
Viet Land Development Corporation Limited | - | 13,500 |
SIH Investment Limited | - | 600 |
1,200 | 29,524 | |
Less: | ||
Acquisition costs not yet settled | - | (11,000) |
1,200 | 18,524 |
8. Investment properties
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Opening balance | 620,650 | 446,614 |
Acquisitions of subsidiaries | - | 84,097 |
Additions during the year | 46,527 | 79,133 |
Transferred from prepayments for operating lease (Note 12) | - | 5,391 |
Transferred from property, plant and equipment (Note 9) | 30,694 | - |
Net gains/(losses) on fair value adjustments of investment properties (Note 33) | 78,036 | 95,487 |
Disposals of investment properties | (13,041) | (23,052) |
Transferred from prepayments for acquisition of investment | - | 27,134 |
Transferred to properties developed for sale (Note 16) | (25,211) | (80,057) |
Transferred to property, plant and equipment (Note 9) | (9,879) | - |
Transferred to non-current assets classified as held for sale | (12,755) | - |
Translation differences | (21,836) | (14,097) |
Closing balance | 693,185 | 620,650 |
9. Property, plant and equipment
Buildings, hotels and golf courses | Machinery and equipment | Furniture and fixtures | Motor vehicles | Construction in progress | Total | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Gross carrying amount | ||||||
1 July 2010 | 104,278 | 23,990 | 2,390 | 1,672 | 44,826 | 177,156 |
Additions | 7,258 | 1,488 | 678 | 913 | 8,407 | 18,744 |
Reclassifications | 12,952 | 984 | (379) | - | (13,557) | - |
Transferred from investment | ||||||
properties (Note 8) | 9,879 | - | - | - | - | 9,879 |
Transferred from prepayments | ||||||
for operating lease assets (Note 12) | 34,532 | - | - | - | - | 34,532 |
Transferred to investment | ||||||
properties (Note 8) | (30,694) | - | - | - | - | (30,694) |
Disposals and written-off | - | (850) | (27) | (411) | - | (1,288) |
Revaluation gains | 9,030 | - | - | - | - | 9,030 |
Translation differences | (40) | (71) | (28) | (73) | - | (212) |
30 June 2011 | 147,195 | 25,541 | 2,634 | 2,101 | 39,676 | 217,147 |
Depreciation and impairment | ||||||
1 July 2010 | (30,984) | (8,428) | (706) | (424) | (25,045) | (65,587) |
Charge for the year | (38) | (2,407) | (478) | (240) | - | (3,163) |
Asset impairments | (17,730) | - | - | - | - | (17,730) |
Translation differences | 8 | - | 2 | 20 | - | 30 |
30 June 2011 | (48,744) | (10,835) | (1,182) | (644) | (25,045) | (86,450) |
Carrying amount 1 July 2010 | 73,294 | 15,562 | 1,684 | 1,248 | 19,781 | 111,569 |
Carrying amount 30 June 2011 | 98,451 | 14,706 | 1,452 | 1,457 | 14,631 | 130,697 |
Buildings which belong to East Ocean Real Estate and Tourism Joint Stock Company with a carrying value of USD36.2 million as at 30 June 2011 (30 June 2010: USD29.0 million) are pledged as security for bank borrowings disclosed in Note 27.
Buildings, equipment and construction in progress, which belong to Roxy Vietnam Co. Ltd. with a carrying value of USD18.5 million as at 30 June 2011 (30 June 2010: USD16.0 million), are pledged as security for bank borrowings disclosed in Note 27.
Prior year comparatives:
| Buildings, hotels and golf courses | Machinery and equipment | Furniture and fixtures | Motor vehicles | Construction in progress | Total |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Gross carrying amount | ||||||
1 July 2009 | 70,743 | 14,866 | 2,016 | 892 | 51,323 | 139,840 |
Additions | 72 | 1,869 | 186 | 814 | 34,602 | 37,543 |
Reclassifications | 32,563 | 9,613 | 708 | 2 | (42,886) | - |
Disposals | (3) | (2,356) | (507) | (23) | - | (2,889) |
Revaluation gains | 903 | - | - | - | 4,356 | 5,259 |
Translation differences | - | (2) | (13) | (13) | (2,569) | (2,597) |
30 June 2010 | 104,278 | 23,990 | 2,390 | 1,672 | 44,826 | 177,156 |
Buildings, hotels and golf courses | Equipment | Furniture and fixtures | Motor vehicles | Construction in progress | Total | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Depreciation and impairment | ||||||
1 July 2009 | (26,129) | (8,709) | (776) | (273) | (25,045) | (60,932) |
Charge for the year | (2,361) | (1,746) | (421) | (153) | - | (4,681) |
Asset impairments | (2,523) | - | - | - | - | (2,523) |
Disposals | 29 | 2,027 | 486 | 2 | - | 2,544 |
Translation differences | - | - | 5 | - | - | 5 |
30 June 2010 | (30,984) | (8,428) | (706) | (424) | (25,045) | (65,587) |
Carrying amount 1 July 2009 | 44,614 | 6,157 | 1,240 | 619 | 26,278 | 78,908 |
Carrying amount 30 June 2010 | 73,294 | 15,562 | 1,684 | 1,248 | 19,781 | 111,569 |
If the cost model had been used, the carrying amount of buildings would be as follows:
USD'000 | |
Buildings at 30 June 2011 | |
At cost | 117,057 |
Accumulated depreciation | (14,404) |
Net carrying amount | 102,653 |
Buildings at 30 June 2010 | |
At cost | 132,512 |
Accumulated depreciation | (13,345) |
Net carrying amount | 119,167 |
10. Intangible assets
Gaming licences | Software | Total | |
USD'000 | USD'000 | USD'000 | |
Gross carrying amount | |||
1 July 2010 | 14,450 | 500 | 14,950 |
Additions | - | 255 | 255 |
Translation differences | - | (104) | (104) |
30 June 2011 | 14,450 | 651 | 15,101 |
Amortisation and impairment | |||
1 July 2010 | (1,449) | (101) | (1,550) |
Charge for the year | (741) | (171) | (912) |
Translation differences | - | 14 | 14 |
30 June 2011 | (2,190) | (258) | (2,448) |
Carrying amount 1 July 2010 | 13,001 | 399 | 13,400 |
Carrying amount 30 June 2011 | 12,260 | 393 | 12,653 |
Prior year comparatives:
Gaming licences | Software | Total |
| ||
USD'000 | USD'000 | USD'000 |
| ||
Gross carrying amount |
| ||||
1 July 2009 | 12,700 | 239 | 12,939 |
| |
Additions | - | 182 | 182 |
| |
Revaluation gains | 1,750 | - | 1,750 |
| |
Reclassifications | - | 87 | 87 |
| |
Translation differences | - | (8) | (8) |
| |
30 June 2010 | 14,450 | 500 | 14,950 |
| |
| |||||
Amortisation and impairment |
| ||||
1 July 2009 | (796) | (52) | (848) | ||
Charge for the year | (653) | (49) | (702) | ||
30 June 2010 | (1,449) | (101) | (1,550) | ||
Carrying amount 1 July 2009 | 11,904 | 187 | 12,091 | ||
Carrying amount 30 June 2010 | 13,001 | 399 | 13,400 | ||
11. Investments in associates
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Opening balance | 71,789 | 104,764 |
Acquisitions during the year | 29,090 | 3,768 |
Transferred from prepayment for acquisition of investment (Note 13) | 1,345 | - |
Transferred to investment in subsidiary | - | (27,134) |
Disposals | (1,200) | - |
Write off of unqualified investment costs (note 37) | (3,216) | - |
Reclassification to assets held for sale | (15,655) | - |
Share of associates' profits/(losses) | 1,841 | (9,609) |
Closing balance | 83,994 | 71,789 |
Particulars of operating associates and their summarised financial information, extracted from their financial statements as at 30 June 2011 are as follows:
Incorpor- ation | Equity interest held | Principle activity | Assets | Liabilities | Revenue | Profit/ (loss) |
Share of (losses)/ profit to the Group | |
% | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |||
Long An S.E.A Industrial Park Development Co. Ltd. (*) | Vietnam | 9.38 | Property | 7,320 | 3,371 | - | (330) | (31) |
Aqua City Joint Stock Company (**) | Vietnam | 50 | Property | 79,087 | 1,725 | - | 5,976 | 2,988 |
Thang Loi Land Joint Stock Company | Vietnam | 49 | Property | 12,499 | 1,880 | - | (22) | (11) |
Danang Maria Co. Ltd. | Vietnam | 49 | Property | 2,953 | - | 2,953 | 2,953 | 1,447 |
Kotobuki Holding (Hong Kong) Ltd. (Note 7) | Hong Kong | 38 | Hospitality | 51,671 | 3,722 | 10,729 | (2,616) | (994) |
Romana Resort and Spa JSC (**) | Vietnam | 50 | Hospitality | 4,591 | 1,906 | 1,567 | (920) | (460) |
Savico-Vinaland Co. Ltd. | Vietnam | 49.5 | Property | 17,568 | 2,163 | - | (2,219) | (1,098) |
175,689 | 14,767 | 15,249 | 2,822 | 1,841 |
(*)At 30 June 2011 the Group held 18% equity interest in Long An S.E.A Industrial Park Development Co. Ltd. which was changed from a limited company to a joint stock company - Long An Industrial Park Joint Stock Company during the year. At the same time a local partner became a shareholder in this company. This resulted in the dilution of the Group's interest from 18% to 9.38%. However, the Group still has significant influence since it has power to participate in the financial and operating policies of this company, therefore it is considered appropriate to treat this interest as an associate.
(**) The Group has a 50% equity interest in Aqua City Joint Stock Company and Romana Resort and Spa JSC but does not have control or joint control due to its limited representation on the boards of these companies. Therefore it is considered appropriate to treat these interests as associates.
12. Prepayments for operating lease assets
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Opening balance | 41,595 | 53,041 |
Additions during the year | 8 | 210 |
Charge for the year | (1,592) | (2,417) |
Transferred to investment properties (Note 8) | - | (5,391) |
Transferred to property, plant and equipment (Note 9) | (34,532) | (1,688) |
Leasehold land exchanged | - | (1,335) |
Translation differences | (792) | (825) |
Closing balance | 4,687 | 41,595 |
Prepayments for operating leases relates to leasehold land occupied by subsidiaries of the Group.
Leasehold land held by Roxy Vietnam Co. Ltd. with a carrying value of USD0.4 million as at 30 June 2011 (30 June 2010: USD1.6 million) is pledged as security for bank borrowing disclosed in Note 27.
Leasehold land held by East Ocean Real Estate and Tourism Joint Stock Company with a carrying value of USD1.8 million as at 30 June 2011 (30 June 2010: USD2.5 million) is pledged as security for bank borrowing disclosed in Note 27.
13. Prepayments for acquisitions of investments
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Prepayments for acquisitions of investments | 51,904 | 61,648 |
Transferred to investments in subsidiary | (7,721) | (4,280) |
Transferred to investment in associates (Note 11) | (1,345) | - |
Reclassified as financial assets held at fair value through profit or loss | (969) | - |
| 41,869 | 57,368 |
Allowance for loss on prepayments for acquisitions of investments | - | (5,160) |
41,869 | 52,208 |
These prepayments are payments made by the Group to property/investment vendors where the final transfer of the property/investment is pending the approval of the relevant authorities and/or is subject to either the Group or the vendor completing certain performance conditions set out in agreements.
14. Other long-term financial assets
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Deposits in banks | 25 | 4,042 |
Loans receivable | - | 5,252 |
Others long-term financial assets | 2,531 | 1,050 |
2,556 | 10,344 | |
Allowance for impairment of long-term financial assets | - | (364) |
2,556 | 9,980 |
15. Deferred tax assets
| 30 June 2011 | 30 June 2010 |
USD'000 | USD'000 | |
Opening balance | 18,268 | 5,024 |
(Decrease)/increase in the year, net (*) | (1,967) | 13,244 |
Closing balance | 16,301 | 18,268 |
(*) The net change in the year mainly arose from changes for tax provision on fair value adjustments of investment properties, leasehold land and buildings during the year.
Unrecognised deferred tax assets relating to the accumulated tax losses as at 30 June 2011 of USD28.8 million (30 June 2010: USD26.5 million) relating to losses of the subsidiaries, which are established in Vietnam and are subject to corporate income tax in Vietnam, have not been recognised due to uncertainties as to their recoverability.
16. Properties developed for sale
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Opening balance | 80,057 | - |
Additions during the year | 43,066 | - |
Transferred from investment properties (Note 8) (*) | 25,211 | 80,057 |
Transferred to cost of sales | (34,350) | - |
Translation differences | (537) | - |
Closing balance | 113,447 | 80,057 |
(*) The amount represents the value of investment properties held by subsidiaries of the Group being developed for sale.
17. Trade and other receivables
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Trade receivables | 3,047 | 566 |
Loans to local partners (a) | 31,000 | 31,467 |
Receivable as compensation for property exchanged (b) | 46,659 | 27,004 |
Receivables from non-controlling interests | 104 | 10,752 |
Receivable from disposal of subsidiary | 7,542 | 18,227 |
Tax receivables | 3,594 | 5,394 |
Interest receivables | 6,264 | 6,482 |
Prepayment to suppliers | 8,616 | 9,665 |
Other receivables (c) | 7,804 | 4,584 |
Other current assets | 1,764 | 47 |
116,394 | 114,188 | |
Allowance for impairment (d) | (8,247) | (1,551) |
108,147 | 112,637 |
(a) Loans to local partners represent loans to co-investors of the Group's subsidiaries. These loans are short term, unsecured and interest earning.
(b) Receivable as compensation for property exchanged represents receivable from Vietnamese Government for a resettlement project and a suspended project under the Government's direction.
(c) Included in the other receivables, there was a loan to a director of the Group's subsidiary, amounts to USD4 million. The loan is secured and partly interest bearing.
(d) Provision for uncollected receivables mainly represents provision made for interest receivable.
All other trade and other receivables are short-term in nature. Their carrying value is considered a reasonable approximation of their fair value at the reporting date.
18. Receivables from related parties
|
|
| 30 June 2011 | 30 June 2010 |
Relationship | Transactions | USD'000 | USD'000 | |
VinaCapital Vietnam Opportunity Fund Ltd. | Under common management | Expenses paid for projects | 1,555 | 3,644 |
Romana Resort and Spa JSC | Associate | Shareholder loan | 710 | 710 |
VinaCapital Real Estate Vietnam Co. Ltd. | Under common management | Expenses paid for projects | 535 | 35 |
| 2,800 | 4,389 |
All receivables from related parties are short-term in nature. Their carrying value is considered a reasonable approximation of their fair value at the reporting date.
19. Short-term investments
| 30 June 2011 | 30 June 2010 |
USD'000 | USD'000 | |
Short-term deposits at banks | 3,605 | 10,466 |
Bank secured deposit | - | 4,749 |
3,605 | 15,215 |
As short-term deposits have terms to maturity between three months and one year, their carrying value is considered a reasonable approximation of their fair value as at the reporting date.
20. Financial assets held at fair value through profit or loss
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Designated at fair value through profit or loss: | ||
Financial assets in Vietnam | ||
Trustee loans | 2,785 | 16,690 |
Ordinary shares - unlisted | 15,046 | 16,106 |
Total financial assets designated at fair value through profit or loss | 17,831 | 32,796 |
These financial assets are denominated in the following currencies:
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
United States Dollars | 12,987 | 16,690 |
Vietnam Dong | 4,844 | 16,106 |
17,831 | 32,796 |
The carrying amounts disclosed above are the Group's maximum possible credit risk exposure in relation to these instruments. See Note 46 for further information on the Group's exposure to credit risk.
21. Cash and cash equivalents
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Cash on hand | 735 | 337 |
Cash at banks | 18,305 | 57,219 |
Cash equivalents | 29,977 | 22,423 |
49,017 | 79,979 |
22. Categories of financial assets and liabilities
The carrying amounts presented in the statement of financial position relate to the following categories of assets and liabilities:
Note | 30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | ||
Financial assets |
|
| |
Financial assets held for trading (carried at fair value through profit or loss) |
|
| |
- Ordinary shares - unlisted | 20 | 15,046 | 16,106 |
- Trustee loans | 20 | 2,785 | 16,690 |
17,831 | 32,796 | ||
Loans and receivables (carried at amortised costs) |
|
| |
Non-current: |
| ||
- Other long-term financial assets | 14 | 2,556 | 9,980 |
Current: |
| ||
- Trade and other receivables | 17 | 108,147 | 112,637 |
- Receivable from related parties | 18 | 2,800 | 4,389 |
- Short-term investments | 19 | 3,605 | 15,215 |
- Cash and cash equivalents | 21 | 49,017 | 79,979 |
166,125 | 222,200 | ||
183,956 | 254,996 |
Financial liabilities |
|
| |
Financial liabilities measured at amortised cost: |
|
| |
Non-current: |
|
| |
- Bank borrowings | 27 | 102,919 | 69,792 |
- Debts payable to non-controlling interests' shareholders | 27 | 2,622 | 1,203 |
- Payable to related parties | 31 | 71,545 | 76,856 |
- Long-term trade and other payables | 28 | 6,435 | 879 |
183,521 | 148,730 | ||
Current: |
|
| |
- Debts and borrowings | 27 | 12,030 | 21,090 |
- Trade and other payables | 30 | 125,303 | 116,466 |
- Payable to related parties | 31 | 41,021 | 26,145 |
178,354 | 163,701 | ||
361,875 | 312,431 |
The fair values are presented in the related notes. A description of the Group's risk management objectives and policies for financial instruments is given in Note 46.
23. Assets and liabilities classified as held for sale
Summary of the assets/(liabilities) held for sale at the reporting date:
30 June 2011 | |||||
Attributable to | |||||
Assets classified as held for sale | Liabilities classified as held for sale | Net assets classified as held for sale | Non-controlling interests | Equity shareholders of the parent | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Oriental Sea Co., Ltd. | 10,827 | - | 10,827 | - | 10,827 |
Savico - VinaLand Company Ltd. | 14,716 | - | 14,716 | - | 14,716 |
Glory Tourism Company Ltd. | 1,963 | (330) | 1,633 | - | 1,633 |
Danang Marina Co., Ltd. | 2,600 | - | 2,600 | - | 2,600 |
30,106 | (330) | 29,776 | - | 29,776 |
On 15 November 2010, the Group signed a Memorandum of Understanding to dispose of its 100% equity interest in Oriental Sea Co., Ltd, which is developing the Oriental Sea Villas and Hotel project on the land area of 12ha in Danang City, with a sale price of USD14 million.
On 14 December 2010, the Group signed a Memorandum of Understanding to dispose of its 49% equity interest in Savico - VinaLand Company Ltd., which is developing the Savico Plaza project on the 3,055 square metres of land in District 1, Ben Nghe Ward, Ho Chi Minh City, with a sale price of USD18.7 million.
On 27 April 2010, the Group entered into a Sales and Purchase Agreement with a local party to dispose of its 100% equity interest in Glory Tourism Company Ltd., which is developing the Vinh Quang Tourism project at Khanh Hoa Province on a land area of 10.74ha, with a sale price of USD1.8 million.
On 9 November 2010, the Group entered into a Sales and Purchase Agreement to dispose of its 49% equity interest in Danang Marina Co Ltd., which is developing the villas and marina project at Danang City, with a sale price of USD2.6million.
At the balance sheet date, the above sales transactions were not completed and assets and liabilities of the above entities were classified as Non-current Assets held for sale.
24. Share capital
| 30 June 2011 | 30 June 2010 | ||
| Number of shares | USD'000 | Number of shares | USD'000 |
Authorised: Ordinary shares of USD0.01 each |
500,000,000 |
5,000 |
500,000,000 |
5,000 |
Issued and fully paid: |
|
|
|
|
Opening balance | 499,967,622 | 4,999 | 499,967,622 | 4,999 |
Closing balance | 499,967,622 | 4,999 | 499,967,622 | 4,999 |
25. Additional paid-in capital
Additional paid-in capital represents the excess of consideration received over the par value of shares issued.
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Additional paid-in capital | 588,870 | 588,870 |
26. Revaluation reserve
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Opening balance | 3,483 | 10,799 |
Revaluation gains/(reversal) on buildings | 4,928 | 1,826 |
Share of revaluation (gain)/reversal attributable to non-controlling interests | (1,357) | (1,387) |
Disposal of subsidiary | - | (7,755) |
Closing balance | 7,054 | 3,483 |
The Group's share of valuation gains/(losses) resulting from the revaluation of subsidiaries' hospitality properties has been recorded directly in Other Comprehensive Income.
27. Borrowings and debts
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Non-current financial liabilities carried at amortised cost at the reporting date: | ||
Bank borrowings (*) | 112,125 | 79,204 |
Debts borrowed from non-controlling interests | 2,622 | 1,203 |
- | 114,747 | 80,407 |
Less: | ||
Current portions of long-term borrowings and debts | (9,206) | (9,412) |
105,541 | 70,995 | |
Current: | ||
Bank borrowings (*) | 2,824 | 11,678 |
Current portions of long-term borrowings (*) | 9,206 | 9,412 |
12,030 | 21,090 | |
Total borrowings and debts | 117,571 | 92,085 |
(*) Details of the bank borrowings at the reporting date are as follows:
Lenders | USD'000 | Loan period | Repayment term | Interest |
Non-current |
| |||
Eximbank - Ho Chi Minh City branch, Vietnam | 39,167 | Twelve to fifteen years, from September 2009 | Quarterly | 12-month lender saving rate plus a 4% margin for VND and 2% margin for USD |
SeAbank - Ho Chi Minh City branch, Vietnam | 31,580 | Five to six years, from June 2009 | Repayable in 7-12 semi-annual amounts | USD 12-month lender saving rate plus a 2.5% margin |
Dong A bank - Ho Chi Minh City branch, Vietnam | 13,729 | Five years, from July 2010 | Repayable quarterly from 5 October 2012 | 16.2 % per annum |
Vietinbank - Ho Chi Minh City branch, Vietnam | 1,626 | Six years, from June 2009 | Within six years after the first withdraw | Floating rate plus 3.2% for VND loan and 2.7% for USD loan |
Saigon - Hanoi Commercial bank - Da Nang branch, Vietnam | 16,745 | Three to five years, from September 2010 | Three to five years after the first withdraw | Saving interest rate for 12-month period plus 2.5% per annum for loan in USD and 3.5% for loan in VND |
BIDV - Ho Chi Minh branch, Vietnam | 9,278 |
Five years, from February 2010 | Repaid in twelve instalments from 27th month from the first drawdown | USD reference interest rate and 3% for loan in US Dollar and VND reference interest rate and fee loan in Vietnam Dong |
112,125 | ||||
Current Bank borrowings: | ||||
Saigon - Hanoi Commercial bank - Da Nang branch, Vietnam | 2,824 | One year | 20 October 2010 | 0.875%/month |
2,824 | ||||
Current portions of long-term borrowings: | ||||
Eximbank - Nha Trang branch, Vietnam | 45 | One year | Monthly | at base rate of State Bank of Vietnam |
BIDV - Da Nang branch, Vietnam | 750 | One year | Monthly | at base rate of State Bank of Vietnam |
Seabank - Ho Chi Minh City branch, Vietnam | 5,764 | One year | Monthly | 12-month lender saving rate plus a 2.5% margin |
Dong A bank - Ho Chi Minh City branch, Vietnam | 2,647 | One year | Quarterly by 12 December 2011 | at 19% per annum |
9,206 | ||||
12,030 |
For all borrowings, the lenders have security over the assets of the respective Group subsidiary. During the year, the Group's subsidiaries borrowed USD49.9 million (30 June 2010: USD76.9 million) from banks and non-controlling shareholders to finance working capital and property development activities.
28. Long-term trade and other payables
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Trade payables | 1,291 | - |
Deposit received from customers (*) | 2,543 | - |
Other payables | 2,601 | 879 |
| 6,435 | 879 |
(*) The amount represents the deposits received from customers for purchasing residential properties from subsidiaries of the Group.
29. Deferred tax liabilities
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Opening balance | 50,823 | 19,367 |
Increase during the year from fair value adjustments, net | 233 | 31,476 |
Decrease | - | (20) |
Closing balance | 51,056 | 50,823 |
On recognition of investment properties, leasehold land and buildings at their fair value, the future recovery of the carrying amount of these assets may result in a taxable flow of economic benefits to
the entity and the amount that will be deductible for tax purposes will differ from the amount of those economic benefits. The difference between the carrying amount of the revalued asset and its tax base is a temporary difference and gives rise to a deferred tax liability.
30. Trade and other payables
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Trade payables | 2,976 | 12,987 |
Payables for property acquisitions and land compensations | 35,999 | 41,873 |
Advances from property buyers | 16,410 | - |
Payables to non-controlling interests | 9,126 | 18,288 |
Tax payables | 4,245 | 12,346 |
Payable to suppliers | 6,863 | 238 |
Deposit received from customers (*) | 41,312 | 17,812 |
Other accrued liabilities | 3,349 | 7,207 |
Other payables | 5,023 | 5,715 |
| 125,303 | 116,466 |
(*) The amount represents the deposits received from customers for purchasing residential properties from subsidiaries of the Group.
All trade and other payables are short-term in nature. Their carrying values are considered a reasonable approximation of their fair values as at reporting date.
31. Payables to related parties
|
|
| 30 June 2011 | 30 June 2010 |
| Relationship | Transactions | USD'000 | USD'000 |
Non-current |
|
|
|
|
VinaCapital Investment Management Ltd. | Investment Manager | Performance fee | - | 13,000 |
VinaCapital Vietnam Opportunity Fund Ltd. | Under common management | Shareholder loans payable (*) | 71,545 | 63,856 |
|
|
| 71,545 | 76,856 |
Current |
|
|
| |
VinaCapital Vietnam Opportunity Fund Ltd. | Under common management | Dividends from a subsidiary | 613 | 613 |
|
| Payment on behalf | 299 | - |
VinaSecurities Co. Ltd. | Affiliate of Investment Manager | Professional fee | - | 55 |
VinaCapital Investment Management Ltd. | Investment Manager | Management fees | 7,979 | 981 |
| Performance fees | 28,218 | 20,218 | |
| Advances for real estate projects | 1,129 | 4,278 | |
VinaCapital Corporate Finance Vietnam Ltd. | Under common management | Loan | 2,433 | - |
| Under common management | Loan interest | 350 | - |
|
|
| 41,021 | 26,145 |
(*) This represents shareholder loans granted by VinaCapital Vietnam Opportunity Fund Ltd. (VOF) to subsidiaries of the Group. VOF is a non-controlling interest shareholder in these subsidiaries. The loans are to finance real estate projects which are co-invested with VOF. The loans bear interest at 6-month SIBOR plus 3%. The amount of each loan is based on the respective ownership of VOF and the Group in each subsidiary. The loans are carried at cost in the Consolidated Statement of Financial Position. Interest expenses incurred for the year have been waived by VOF.
32. Operation, selling and administration expenses
| Year ended 30 June 2011 | Year ended 30 June 2010 |
| USD'000 | USD'000 |
Management fees (Note 44) | 14,267 | 13,472 |
Professional fees | 9,873 | 11,804 |
Depreciation and amortisation (*) | 1,990 | 3,896 |
General and administration expenses (*) | 17,191 | 9,159 |
Staff costs (*) | 5,535 | 3,783 |
Outside service costs (*) | 449 | 4,057 |
| 49,305 | 46,171 |
(*) 75% of these costs relate to the operating activities of the Group's subsidiaries.
33. Net gains on fair value adjustments of investment properties and impairment of properties, plant and equipment
| Year ended 30 June 2011 | Year ended 30 June 2010 |
| USD'000 | USD'000 |
Investment Property |
| |
By real estate sector: |
| |
Commercial | 299 | 6,704 |
Office buildings and undetermined use (*) | 63,703 | 27,868 |
Mixed use | 14,034 | 60,915 |
| 78,036 | 95,487 |
Property, plant and equipment | ||
Hospitality | (10,537) | - |
Net gains on fair value adjustments of investment properties and impairment of properties, plant and equipment | 67,499 | 95,487 |
(*)USD41.2 million of the gain during the year was attributable to the increase in the land value of the Danang 220 hectare Project which received approval for its new master plan in November 2010. The new master plan increased the amount of land available for development and sale by 23.9 hectare.
34. Other net changes in fair value of financial assets at fair value through profit or loss
Year ended 30 June 2011 | Year ended 30 June 2010 | |
USD'000 | USD'000 | |
Unrealised gains (losses) from unlisted securities | (2,701) | 7,673 |
Unrealised gain/(loss) from other financial assets | - | 22 |
(2,701) | 7,695 |
35. Gain/(loss) from disposal of investments
| Year ended 30 June 2011 | Year ended 30 June 2010 |
| USD'000 | USD'000 |
Proceeds from disposals of investments and fixed assets | 9,704 | 20,358 |
Costs of investments disposed and fixed assets | (10,767) | (662) |
| (1,063) | 19,696 |
36. Other income
| Year ended 30 June 2011 | Year ended 30 June 2010 |
| USD'000 | USD'000 |
Gain on bargain purchase (Note 6) | 6,255 | 4,986 |
Gain on swap investment project/ transferred of compensation rights | 5,000 | 19,669 |
Other operating income | 5,342 | 796 |
| 16,597 | 25,451 |
37. Other expenses
| Year ended 30 June 2011 | Year ended 30 June 2010 |
| USD'000 | USD'000 |
Allowances for impairments of assets | 5,075 | 5,110 |
Provision for doubtful debts | 9,777 | - |
Write off of unqualified investment costs (Note 11) | 3,216 | - |
Other operating expenses | 1,047 | 1,938 |
| 19,115 | 7,048 |
38. Finance income
| Year ended 30 June 2011 | Year ended 30 June 2010 |
| USD'000 | USD'000 |
Interest income | 7,880 | 6,227 |
Realised gains on foreign exchange differences | 759 | 633 |
| 8,639 | 6,860 |
39. Finance expenses
| Year ended 30 June 2011 | Year ended 30 June 2010 |
| USD'000 | USD'000 |
Realised losses on foreign exchange differences | 2,434 | 1,490 |
Unrealised losses on foreign exchange differences | 2,452 | 3,309 |
Interest expense | 8,223 | 3,407 |
Other finance expenses | 151 | 38 |
| 13,260 | 8,244 |
40. Corporate income tax
VinaLand Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no income, state, corporation, capital gains or other taxes payable by the Company. The majority of the Group's subsidiaries are domiciled in the British Virgin Islands ("BVI") and under BVI rules are not subject to Corporate Income Tax. A number of subsidiaries are established in Vietnam and are subject to corporate income tax in Vietnam at the regular tax rate of 25% (30 June 2010: 25%). A current tax provision of USD1,117,000 has been made for these Vietnamese subsidiaries of the Group for the year ended 30 June 2011 (30 June 2010: USD1,372,000).
The relationship between the expected tax expense based on the applicable tax rate of 0% and the tax expense actually recognised in the Consolidated Statement of Income can be reconciled as follows:
Year ended 30 June 2011 | Year end 30 June 2010 | |
USD'000 | USD'000 | |
Group profits before tax | 18,861 | 91,159 |
Group profit/(loss) multiplied by applicable tax rate (0%) | - | - |
Current income tax expenses on Vietnamese subsidiaries | (1,117) | (1,372) |
Deferred income tax income/(expense), net (*) | (2,237) | (13,795) |
Tax expense | (3,354) | (15,167) |
(*) This amount represents the net deferred income tax income/(expense) which arose from the (losses)/gains on fair value adjustments of investment properties, leasehold land and buildings in the year.
Under the law of Vietnam, tax losses can be carried forward to offset against future taxable income for five years from the year a loss is incurred. Unrecognised deferred tax assets for the accumulated tax losses as at 30 June 2011 of USD28.8 million (30 June 2010: USD26.5 million) have not been recognised due to uncertainties as to their recoverability.
41. Earnings per share
(a) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to shareholders of the Group by the weighted average number of ordinary shares in issue during the year.
| Year ended 30 June 2011 | Year end 30 June 2010 |
(Loss)/profit attributable to equity shareholders of the Company from continuing and total operations (USD'000) | (2,603) | 48,451 |
Weighted average number of ordinary shares on issue | 499,967,622 | 499,967,622 |
Basic (losses)/earnings per share from continuing and total operations (USD per share) | (0.005) | 0.10 |
(b) Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has no category of potential dilutive ordinary shares. Therefore, diluted earnings per share are equal to basic earnings per share.
(c) Net asset value per share
Net asset value (NAV) per share is calculated by dividing the net asset value attributable to ordinary shareholders of the Company to the number of outstanding ordinary shares as at the reporting date. Net asset value is determined as total assets less total liabilities and non-controlling interests.
| 30 June 2011 | 30 June 2010 |
Net asset value attributable to ordinary shareholders of the Company (USD'000) | 672,288 | 681,644 |
Number of outstanding ordinary shares | 499,967,622 | 499,967,622 |
Net asset value per share (USD/share) | 1.34 | 1.36 |
42. Operating cash flows
The following non-cash flow adjustments have been made to the pre-tax result for the year to arrive at operating cash flow:
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Depreciation and amortisation | 4,499 | 7,856 |
Other net changes in fair value of financial assets at fair value through profit or loss | 2,701 |
(7,695) |
Gains on fair value adjustments of investment properties | (78,036) | (95,487) |
Net losses on disposal of fixed assets and written-off account balances | 1,449 | 660 |
Loss/(gains) from liquidations of investments and subsidiaries | 1,012 | (8,445) |
Allowances for impairments of assets | 15,612 | 5,813 |
Allowance for impairment of receivables and write off of expenses | 12,993 | - |
Gain on bargain purchase | (6,255) | (4,986) |
Share of associates (gains)/losses | (1,841) | 9,609 |
Unrealised losses on foreign exchange differences | 2,452 | 3,309 |
Interest expense | 8,223 | 3,407 |
Interest income | (7,880) | (6,227) |
(45,071) | (92,186) |
43. Directors and management remuneration
The directors' fees payable to members of the Board of Director during the year were as follows:
| 30 June 2011 | 30 June 2010 |
| USD | USD |
Short term benefits |
|
|
Nicholas Brooke | 37,500 | 40,000 |
Robert Gordon | 37,500 | 40,000 |
Michael Arnold | 37,500 | 40,000 |
Nicholas Allen | 37,500 | - |
| 150,000 | 120,000 |
The Board of Management and certain other individuals who act on behalf of the Group are remunerated by the Investment Manager. However it is not possible to specifically allocate their cost to the Group. Part of the management fees disclosed in Note 44 can be allocated to remuneration of these individuals.
44. Related party transactions
Management fees
The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), an investment management company incorporated in the British Virgin Islands ("BVI"), under a management agreement dated 16 March 2006 (the "Management Agreement"). From 1 January 2011, the Group is managed by VinaCapital Investment Management Limited (the "CI Investment Manager"), a 100% owned subsidiary company of the BVI Investment Manager incorporated and registered as a licenced fund manager in the Cayman Islands ("CI"), under the novation agreement between the BVI Investment Manager and the CI Investment Manager. The Investment Manager receives a fee based on the net asset value of the Group, payable monthly in arrears, at an annual rate of 2% (30 June 2010: 2%).
Total management fees for the year amounted to USD14, 267,168 (30 June 2010: USD13,472,000), with USD7,979,000 (30 June 2010: USD981,000) in outstanding accrued fees due to the Investment Manager at the reporting date.
Performance fees
In accordance with the Management Agreement, the Investment Manager is also entitled to a performance fee equal to 20% of the annual increase in net asset value over the higher of realised returns over an annualised hurdle rate of 8% (30 June 2010: hurdle rate of 8%) and a high water-mark.
There was no performance fee charged for the year (30 June 2010: nil). An amount of USD28,218,000 (30 June 2010: USD33,218,000) was in outstanding payable to the Investment Manager at this date.
Other related party transactions and balances
During the year, Mr Don Lam, a director and the CEO of the Investment Manager, purchased 100,000 shares on the open market and the Investment Manager purchased 50,000 shares from its staff. As a result of these transactions, Mr Don Lam has a direct and indirect interest of 2,557,250 and 1,174,710 shares bringing his total share holding to 0.75% at the reporting date.
Mr Michael Arnold, Mr Nicholas Allen, and Mr Robert Gordon, directors of the Company, purchased 64,500 shares, 95,627 shares, and 27,000 shares, respectively, bringing their total share holdings to 0.01%, 0.02%, and 0.005%, respectively, at the reporting date.
45. Commitments
At the reporting date, the Group was committed under non-cancellable operating lease agreements to paying the following future amounts:
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Within one year | 659 | 906 |
From two to five years | 2,390 | 3,440 |
Over five years | 8,253 | 12,463 |
| 11,302 | 16,809 |
As at 30 June 2011, subsidiaries of the Company were also committed under construction agreements to paying USD32.6 million (30 June 2010: USD14.1 million) for future construction works of the Group's properties held by subsidiaries.
The Company's subsidiaries and associates have a broad range of commitments relating to investment projects under agreements it has entered into and investment licences it has received. Further investment in any of these arrangements is at the Group's discretion. The Investment Manager has estimated that, based on the development plan for each project, approximately USD75.4 million will used for investment into these projects over the next three years.
46. Risk management objectives and policies
The Group invests in a diversified property portfolio in Vietnam with the objective to provide shareholders a potential capital growth.
The Group is exposed to a variety of financial risks: market risk (including price risk, currency risk and interest rate risk); credit risk; and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group's risk management is coordinated by its Investment Manager who manages the distribution of the assets to achieve the investment objectives. The most significant financial risks to which the Group is exposed are described below:
Foreign currency sensitivity
The Group's exposure to risk resulting from changes in foreign currency exchange rates is moderate as although transactions in Vietnam are settled in Vietnam Dong (VND), the value of the Vietnam Dong has historically been closely linked to that of USD, the presentation currency. The value of real estate in Vietnam is based on pricing that is a combination of VND, USD and gold. For this reason, a decline in the value of the VND against the USD does not necessarily mean proportionately lower prices will be obtained in USD.
The Group's financial assets and liabilities exposure to risk of fluctuations in foreign currency exchange rates at the reporting date are as follows:
Short-term exposure | Long-term exposure |
| |||
VND | Others | VND | Others | ||
USD'000 | USD'000 | USD'000 | USD'000 | ||
30 June 2011 | |||||
Financial assets | 147,376 | 34,024 | 2,556 | - | |
Financial liabilities | (60,804) | (102,586) | (53,459) | (145,037) | |
Net exposure | 86,572 | (68,562) | (50,903) | (145,037) | |
Short-term exposure | Long-term exposure | ||||
VND | Others | VND | Others | ||
USD'000 | USD'000 | USD'000 | USD'000 | ||
30 June 2010 | |||||
Financial assets | 144,252 | 100,764 | 9,980 | - | |
Financial liabilities | (54,823) | (108,878) | (44,400) | (103,451) | |
Net exposure | 89,429 | (8,114) | (34,420) | (103,451) | |
Sensitivity analysis to a reasonably possible change in exchange rates
Assets valuations in Vietnam are based on a combination of factors linked to both the USD and VND. Assuming all properties are valued based on VND cash flows, a 5% weakening of the VND against USD at the end of the year ended 30 June 2011 and 30 June 2010 would have impacted to the Group's Consolidated Statement of Comprehensive Income by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Net loss | Net loss (*) | |
5% devaluation of the Vietnam Dong | (32,854) | (31,768) |
(*) Prior year number has been restated.
A 5% strengthening of the VND against USD would have had the equal but opposite effect to the amount shown above, on the basis that all other variables remain constant.
Price risk sensitivity
Price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. As the majority of the Group's financial instruments are carried at fair value with fair value changes recognised in the Consolidated Statement of Income, all changes in market conditions will directly affect net investment income.
The Group invests in real estate projects and is exposed to market price risk. If the prices of the real estate were to fluctuate by 10%, the impact on the Consolidated Statement of Income and equity would amount to approximately USD63.0 million (2010: USD46.5 million).
Cash flow and fair value interest rate sensitivity
The Group's exposure to interest rate risk is related to interest bearing financial assets and financial liabilities. Cash and cash equivalents, bank deposits and bonds are subject to interest at fixed rates.
They are exposed to fair value changes due to interest rate changes. The Group currently has some financial liabilities with floating interest rates which are disclosed in Note 27 to the consolidated financial statements. This is the maximum exposure of the Group to cash flow interest rate risk.
Credit risk analysis
Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. Impairment provisions are provided for losses that have been incurred by the Group at the reporting date.
The Group's exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:
| 30 June 2011 | 30 June 2010 |
USD'000 | USD'000 | |
Classes of financial assets - carrying amounts: | ||
Ordinary shares - unlisted | 15,046 | 16,106 |
Trustee loans | 2,785 | 16,690 |
Other long-term financial assets | 2,556 | 9,980 |
Short-term investments | 3,605 | 15,215 |
Cash and cash equivalents | 49,017 | 79,979 |
Trade and other receivables, receivable from related parties | 110,947 | 117,026 |
183,956 | 254,996 |
The carrying amount of trade and other receivables and loans represent the Group's maximum exposure to credit risk in relation to its financial assets.
At 30 June 2011, the amounts of trade receivables that are overdue but not impaired are insignificant. The Group has no other significant concentrations of credit risk.
In accordance with the Group's policy, the Investment Manager continuously monitors the Group's credit position on a monthly basis, identified either individually or by group, and incorporates this information into its credit controls.
The Group's Investment Manager reconsiders the valuations of financial assets that are impaired or overdue at each reporting date based on the payment status of the counterparties, recoverability of receivables, and prevailing market conditions.
Liquidity risk analysis
Liquidity risk is the risk that the Group will experience difficulty in either realising assets or otherwise raising sufficient funds to satisfy commitments associated with investments and financial instruments. There is an inherent liquidity risk associated with the Company's primary business, being property investment. As a consequence, the value of the majority of the Company's investments cannot be realised as quickly as other investments such as cash or listed equities. Furthermore, the development and realisation of the Company's property investments will normally require access to debt financing at a reasonable cost or shareholder loans from the Company's surplus funds and its co-investors.
The Company seeks to minimise liquidity risk through:
·; Preparing and monitoring cash flow forecasts for each investment project and the Company on a consolidated basis;
·; Arranging financing to fund real estate developments as required; and
·; Providing ample lead times for the disposal of assets and realisation of cash.
At the reporting date, the Group's financial liabilities have contractual maturities which are summarised follows:
Current | Non-current | |||
30 June 2011 | Within 6 months | 6 to 12 months | From 1 to 5 years | Over 5 years |
USD'000 | USD'000 | USD'000 | USD'000 | |
Trade and other payables | 125,303 | - | 6,435 | - |
Short-term borrowings | 12,030 | - | - | - |
Payables to related parties (*) | 41,021 | - | 89,763 | - |
Long-term borrowings and debts | - | - | 71,545 | - |
Other liabilities | - | - | - | - |
178,354 | - | 167,743 | - |
This compares to the maturity of the Group's financial liabilities in the previous year as follows:
Current | Non-current | |||
30 June 2010 | Within 6 months | 6 to 12 months | From 1 to 5 years | Over 5 years |
USD'000 | USD'000 | USD'000 | USD'000 | |
Trade and other payables | 116,466 | - | - | - |
Short-term borrowings | 21,090 | - | - | - |
Payables to related parties (*) | 26,145 | - | 76,856 | - |
Long-term borrowings and debts | - | - | 39,603 | 31,392 |
Long-term payables to minority shareholders | - | - | - | - |
Other liabilities | - | - | 879 | - |
163,701 | - | 117,338 | 31,392 |
(*) Payables to related parties are primarily shareholder loans from related parties to jointly owned subsidiaries. These loans are not repayable until the respective subsidiaries have sufficient cash to repay these obligations.
The above contractual maturities reflect the gross cash flows, which may differ from the carrying value of the liabilities at the reporting date.
Capital management
The Group's capital management objectives are:
·; To ensure the Group's ability to continue as a going concern;
·; To provide investors with an attractive level of investment income; and
·; To preserve a potential capital growth level.
The Group considers the capital to be managed as equal to the net assets attributable to the holders of ordinary shares. The Group is not subject to externally imposed capital requirements. The Group has engaged the Investment Manager to allocate the net assets in such a way so as to generate a reasonable investment returns for its shareholders.
Capital for the reporting periods under audit is summarised as follows:
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Net assets attributable to the holders of ordinary shares | 672,288 | 681,644 |
47. Fair value hierarchy
The Group adopted the amendments to IFRS 7 Improving Disclosures about Financial Instruments effective from 1 January 2010. These amendments require the Group to present certain information about financial instruments measured at fair value in the Consolidated Statement of Financial Position. In the first year of application, comparative information need not be presented for the disclosures required by the amendment. Accordingly, the disclosure for the fair value hierarchy is only presented for the 30 June 2011 year end.
The following table presents financial assets and liabilities measured at fair value in the Consolidated Statement of Financial Position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:
- Level 1: quoted prices in active market for identical assets or liabilities;
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie. as prices) or indirectly (ie. derived from prices); and
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the financial assets or liability is classified is determined based on the lowest level of significant input to the fair value measurement.
The financial assets and liabilities measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows:
30 June 2011 | Level 1 | Level 2 | Level 3 | Total |
USD'000 | USD'000 | USD'000 | USD'000 | |
Financial assets held at fair value through profit or loss | ||||
- Ordinary share - unlisted | - | 15,046 | - | 15,046 |
- Trustee loans | - | 2,785 | - | 2,785 |
- | 17,831 | - | 17,831 |
30 June 2010 | Level 1 | Level 2 | Level 3 | Total |
USD'000 | USD'000 | USD'000 | USD'000 | |
Financial assets held at fair value through profit or loss | ||||
- Ordinary share - unlisted | - | 16,106 | - | 16,106 |
- Trustee loans | - | 16,690 | - | 16,690 |
- | 32,796 | - | 32,796 |
There have been no transfers between Level 1 and 2 during the year.
48. Comparative figures
Certain figures for the year ended 30 June 2010, which are included in this year's consolidated financial statements for comparative purposes, have been reclassified to conform to current year's presentation. The reclassification does not have any impact on net assets or net results.
Related Shares:
VNL.L