Financial Statements and Dividend Announcement For The Financial Year Ended 31 December 2014

Transcription

1 Financial Statements and Dividend Announcement For The Financial Year Ended 31 December 2014 Serrano Limited (the Company ) was listed on the Catalist of the Singapore Exchange Securities Trading Limited ( SGX- ST ) on 28 October The initial public offering ( IPO ) of the Company was sponsored by United Overseas Bank Limited (the Sponsor ). This announcement has been prepared by the Company and its contents have been reviewed by the Sponsor for compliance with the relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact persons for the Sponsor are Mr Khong Choun Mun, Managing Director, Corporate Finance and Mr David Tham, Senior Director, Corporate Finance, who can be contacted at 80 Raffles Place, #03-03 UOB Plaza 1, Singapore , Telephone: Background The Company was incorporated in the Republic of Singapore on 18 September 2012 under the Companies Act (Chapter 50) of Singapore as a private company limited by shares and was converted to a public company limited by shares on 14 October The group comprising the Company and its subsidiaries (the ) was formed pursuant to a restructuring exercise (the Restructuring Exercise ), which involved certain acquisitions, divestments and rationalisation of the s corporate and shareholding structure prior to the IPO. Please refer to the Company s offer document dated 15 October 2014 (the Offer Document ) for further details of the Restructuring Exercise. For the purpose of this announcement, the results of the for the financial year ended 31 December 2014 ( FY2014 ), and the comparative results of the for the financial year ended 31 December 2013 ( FY2013 ) represented a combination or aggregation of the financial statements of the Company and its subsidiaries after the Restructuring Exercise, and have been prepared on the assumption that the structure following the completion of the Restructuring Exercise has been in place since 1 January Page 1

2 PART I - INFORMATION REQUIRED FOR THE ANNOUNCEMENT OF FULL YEAR RESULTS 1(a)(i) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year. Unaudited Audited Increase/ FY2014 FY2013 (Decrease) S$ S$ % Revenue 85,222,077 82,951, Cost of sales (73,767,497) (71,928,376) 2.6 Gross profit 11,454,580 11,023, Other income 2,495,378 1,986, Expenses Selling and distribution costs (1,503,878) (1,781,324) (15.6) Administrative expenses (4,010,975) (3,849,983) 4.2 Other expenses (2,613,102) (750,445) Finance costs (3,611,289) (3,136,729) 15.1 Share of profit of associate 3,671 - NM Profit before income tax 2,214,385 3,491,410 (36.6) Income tax expense (877,160) (280,658) Profit for the financial year 1,337,225 3,210,752 (58.4) Other comprehensive income for the financial year Total comprehensive income for the financial year 1,337,225 3,210,752 (58.4) Profit attributable to owners of the Company 1,337,225 3,210,752 (58.4) 1(a)(ii) The net profit attributable to shareholders of the Company includes the following charges/(credits): Unaudited Audited Increase/ FY2014 FY2013 (Decrease) S$ S$ % Depreciation of property, plant and equipment 1,023,721 1,009, Amortisation of intangible asset 47,040 47,040 - IPO expenses charges, net 1 1,357,759 - NM Under/(over) provision of income tax expenses in 174,391 (28,639) NM respect of prior year Dividend income - (750,000) NM Government grants (45,835) (19,328) Interest income (162,103) (25,223) Rental income (339,536) (308,660) 10.0 Trade rebates (263,385) (742,777) (64.5) Advertisement sponsorship (148,000) - NM Labour costs charged to Sorrento Vietnam (258,000) - NM Shareholding Company ( Sorrento Vietnam ) Miscellaneous income (118,944) (53,185) Management fees payable by Sorrento Vietnam (1,062,992) - NM Interest on borrowings 3,611,289 3,136, Loss on disposal of available-for-sale financial assets 660,900 - NM Gain on disposal of plant and equipment (14,017) (20,103) (30.3) Foreign exchange gain, net (75,261) (67,118) Net IPO expenses is derived after deducting amount of S$410,391 which was capitalised in FY2014. NM denotes not meaningful Page 2

3 1(b)(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year. Company Unaudited Audited Unaudited Audited As at 31 December As at 31 December S$ S$ S$ S$ ASSETS Non-current assets Property, plant and equipment 7,721,452 8,720, Intangible assets 565, , Investments in subsidiaries ,268,138 - Investment in associate 62,737-59,066 - Available-for-sale financial assets 1,800,000 3,474,736 1,800,000-10,149,466 12,807,301 20,127,204 - Current assets Inventories 1,336,082 1,636, Trade and other receivables 20,832,561 11,408,120 4,704,145 - Prepayments 188, ,709 91,666 - Amounts due from contract customers 71,557,116 53,219, Cash and cash equivalents 7,515,265 7,966,001 1,625, ,429,247 74,391,199 6,421,202 2 Total assets 111,578,713 87,198,500 26,548,406 2 EQUITY AND LIABILITIES Share capital 24,802,397 7,550,002 24,802,397 2 Other reserves (6,801,123) 2,637, Retained earnings 8,789,618 7,452,393 1,649,804 (9,720) Equity attributable to owners of the Company 26,790,892 17,639,410 26,452,201 (9,718) Non-current liabilities Bank borrowings 672,384 1,196, Finance lease payables 954,627 1,544, Deferred tax liabilities 672, , ,299,986 3,481, Current liabilities Trade and other payables 21,090,935 18,430,384 96,205 9,720 Bank borrowings 59,881,213 46,806, Finance lease payables 557, , Current income tax payable 958, , ,487,835 66,077,819 96,205 9,720 Total liabilities 84,787,821 69,559,090 96,205 9,720 Total equity and liabilities 111,578,713 87,198,500 26,548,406 2 Page 3

4 1(b)(ii) In relation to the aggregate amount of the group s borrowings and debt securities, specify the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year: As at 31 December 2014 As at 31 December 2013 Secured Unsecured Secured Unsecured S$ S$ S$ S$ Amount repayable in one year or less, or on demand 60,438,266-46,451, ,629 Amount repayable after one year 1,627,011-2,741,065-62,065,277-49,192, ,629 Details of collaterals The s credit facilities are secured by one or several of(a) personal guarantees by Chia Wing Keong ( Winston Chia ) (Executive Chairman and Chief Executive Officer) and/or Chia Wing Hock ( Johnston Chia ) (Executive Director); (b) corporate guarantees by Serrano Limited and/or the Company s controlling shareholder, Wah Heng Design Corporation Pte Ltd ( Wah Heng ), and/or the Company s wholly-owned subsidiary, Serrano Holdings Pte Ltd ( Serrano Holdings ); (c) a mortgage over the Company s property at 49 Sungei Kadut Loop, Singapore ; (d) charges on fixed deposits; and (e) the assignment of proceeds in connection with the s interior fit-out contracts. The s hire purchase facilities are secured on the respective motor vehicles and machinery. 1(c) A cash flow statement (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year. Unaudited Audited FY2014 FY2013 S$ S$ Operating activities Profit before income tax 2,214,385 3,491,410 Adjustments for: Allowance for impairment loss on doubtful third parties trade receivables 24,444 48,172 Amortisation of intangible asset 47,040 47,040 Bad third parties trade receivables written off 1, Depreciation of property, plant and equipment 1,023,721 1,009,792 Dividend income - (750,000) Interest income (162,103) (25,223) Interest expenses 3,611,289 3,136,729 IPO expenses charged, net 1,357,759 - Share of profit of associate (3,671) - Loss on disposal of available-for-sale financial assets 660,990 - Gain on disposal of plant and equipment (14,017) (20,103) Plant and equipment written off - 7,911 Operating cash flows before working capital changes 8,761,590 6,946,228 Working capital changes: Decrease / (Increase) in inventories 300,182 (621,454) (Increase) in trade and other receivables (9,450,638) (2,338,935) (Increase) in prepayments (26,514) (55,685) (Increase) in amounts due from contract customers (18,338,011) (10,680,320) Increase in trade and other payables 2,660,551 7,440,491 Cash (used in) / generated from operations (16,092,840) 690,325 Income tax paid (279,151) (150,524) Net cash (used in) / from operating activities (16,371,991) 539,801 Page 4

5 Unaudited Audited FY2014 FY2013 S$ S$ Investing activities Dividend received - 300,000 Interest received 162,103 25,223 Loan to a former related company - (749,680) Proceeds from disposal of plant and equipment 51, ,073 Proceeds from disposal of available-for-sale financial assets 1,004,328 - Purchase of available-for-sale financial assets - (300,000) Purchase of plant and equipment (62,690) (526,227) Net cash from / (used in) investing activities 1,155,523 (1,007,611) Financing activities Increase in fixed deposits pledged (1,055,627) (219,724) Interest paid (3,611,289) (3,136,729) Proceeds from bank borrowings 64,786,706 7,362,706 Proceeds from finance leases - 652,393 Proceeds from issuance of ordinary shares 5,175,000 - Issue of redeemable convertible preference shares 3,000,000 - IPO share issue expenses paid (1,768,150) - Repayment of bank borrowings (27,258,111) (737,914) Repayment of finance leases (580,673) (660,335) Net cash from financing activities 38,687,856 3,260,397 Net change in cash and cash equivalents 23,471,388 2,792,587 Cash and cash equivalents at beginning of financial year (26,213,330) (29,005,917) Cash and cash equivalents at end of financial year* (2,741,942) (26,213,330) *Cash and cash equivalents consist of the following: As at 31 December S$ S$ Fixed deposits with bank 5,053,735 3,998,108 Cash and bank balances 2,461,530 3,967,893 Cash and cash equivalents on consolidated / combined statements of financial position 7,515,265 7,966,001 Bank overdrafts (5,203,472) (30,181,223) Fixed deposits pledged (5,053,735) (3,998,108) Cash and cash equivalents on consolidated / combined statements of cash flows (2,741,942) (26,213,330) Page 5

6 1(d)(i) A statement (for the issuer and the group) showing either (i) all changes in equity or (ii)changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year. Consolidated statement of changes in equity Total equity Share Capital Asset revaluation reserve Merger reserve Retained earnings attributable to owners of the Company S$ S$ S$ S$ S$ As at 1 January ,550,002 2,637,015-4,241,641 14,428,658 Total comprehensive income for ,210,752 3,210,752 the year As at 31 December ,550,002 2,637,015-7,452,393 17,639,410 Total comprehensive income for the ,337,225 1,337,225 year Adjustment pursuant to the share (7,550,000) - (9,438,138) - (16,988,138) swap undertaken in relation to the Restructuring Exercise Issuance of shares pursuant to 17,037, ,037,786 the Restructuring Exercise Issue of Pre-IPO Subscription 3,000, ,000,000 Shares (as defined in the Offer Document) Proceeds from issuance of 5,175, ,175,000 shares at IPO IPO share issue expenses (410,391) (410,391) As at 31 December ,802,397 2,637,015 (9,438,138) 8,789,618 26,790,892 Statement of changes in equity Company Total equity attributable to Share Capital Retained earnings owners of the Company S$ S$ S$ As at 1 January Total comprehensive income for the year - (9,720) (9,720) As at 31 December (9,720) (9,718) Total comprehensive income for the year - 1,659,524 1,659,524 Adjustment pursuant to the share swap undertaken in relation to the 17,037,786-17,037,786 Restructuring Exercise Issue of Pre-IPO Subscription Shares (as defined in the Offer 3,000,000 3,000,000 Document) Proceeds from issuance of shares at IPO 5,175,000-5,175,000 IPO share issue expenses (410,391) - (410,391) As at 31 December ,802,397 1,649,804 26,452,201 Page 6

7 1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buybacks, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. Resultant issued and paid-up capital Number of Shares S$ Issued and paid-up share capital as at 31 December Shares issued pursuant to the Restructuring Exercise 1 3,483,993 20,037,786 After the Share Split (as defined in the Offer Document) 1 127,500,000 20,037,788 New shares issued pursuant to the IPO 22,500,000 4,764,609 2 Post-IPO issued and paid-up share capital 150,000,000 24,802, Please refer to the sections entitled Share Capital and Restructuring Exercise of the Offer Document for further details. 2 This takes into account the actual IPO expenses incurred by the of which S$410,391 has been capitalised against share capital. The difference in the amounts disclosed in this announcement and as stated in the Offer Document is due to differences between the estimated and actual expenses incurred in relation to the IPO which have been capitalised against share capital. The Company had no treasury shares or securities convertible into shares that were outstanding as at 31 December 2014 and 31 December Pursuant to the Pre-IPO Subscription Agreements (as defined in the Offer Document) dated 15 May 2014 and 30 June 2014, the Company had issued 3,000,000 Pre-IPO Subscription Shares (as defined in the Offer Document) that were subsequently converted on 13 October 2014 as part of the Restructuring Exercise and the Share Split (as defined in the Offer Document) into an aggregate of 17,391,304 shares in the Company. Page 7

8 1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year. Number of ordinary shares as at 31 December Total number of issued shares excluding treasury shares 150,000, (d)(iv) A statement showing all sales, transfers, disposals, cancellation and/or use of treasury shares as at the end of the current financial period reported on. Not applicable. 2. Whether the figures have been audited, or reviewed and in accordance with which auditing standard or practice. The figures have not been audited or reviewed by the auditors of the Company. 3. Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of a matter). Not applicable. 4. Whether the same accounting policies and methods of computation as in the issuer s most recently audited annual financial statements have been applied. Save as disclosed in paragraph 5 below, the has applied the same accounting policies and methods of computation in the s financial statements for the financial year ended 31 December 2014 as its most recently audited financial statements for the financial year ended 31 December 2013, as set out in the Offer Document. 5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. The has adopted all the new and revised Financial Reporting Standards ( FRS ) and interpretations of FRS ( INT FRS ) that are relevant to the and effective for the financial year beginning on 1 January The adoption of these new and revised FRS and INT FRS does not result in changes to the s accounting policies and has no material effect on the amounts reported for the financial year ended 31 December 2014 or prior years. Page 8

9 6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends. Unaudited Audited FY2014 FY2013 Profit attributable to owners of the Company (S$) 1,337,225 3,210,752 Weighted average number of ordinary shares: (a) Basic earnings per share 131,506, ,500,000 2 (b) Diluted earnings per share 131,506, ,500,000 2 Earnings per ordinary share (cents) (a) Based on the weighted average number of ordinary shares in issue (b) On a fully diluted basis The weighted average number of shares of the Company has been computed using the pre-ipo share capital of 127,500,000 shares and the post- IPO share capital of 150,000,000 shares. 2 For comparative purposes, the issued and paid-up share capital of the Company as at 31 December 2013 (as adjusted for the Restructuring Exercise and the Share Split) of 127,500,000 shares is assumed to have been in issue throughout FY2013. The basic and diluted earnings per share are the same for FY2014 and FY2013 as there were no potentially dilutive instruments as at 31 December 2014 and 31 December Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the:- (a) current financial period reported on; and (b) immediately preceding financial year. As at 31 December Company As at 31 December Net asset value per share based on the number of shares in issue (0.01) at end of year (cents) 1 1 Net asset value per ordinary share as at 31 December 2014 and 31 December 2013 has been computed based on the post-ipo share capital of 150,000,000 shares and the pre-ipo share capital of 127,500,000 shares, respectively. Page 9

10 8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group s business. It must include a discussion of the following:- (a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and (b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on. Review of the s performance Revenue Revenue increased by approximately S$2.3 million or 2.7% from S$83.0 million in FY2013 to S$85.2 million in FY2014. Revenue from the Interior Fit-Out Business increased by approximately S$2.5 million or 3.2% from S$77.1 million in FY2013 to S$79.6 million in FY2014. Of the S$2.5 million; (a) S$5.0 million was attributable to 3 new projects which commenced interior fit-out works in FY2014; (b) S$14.1 million was attributable to 7 projects which were carried over from FY2013 and which had higher levels of projects activity in FY2014; and (c) Partially offset by S$16.6 million attributable to 6 projects which were carried over from FY2013 but which had lower levels of project activity as they neared completion in FY2014. Revenue from the Wholesale and Retail Furnishings Business decreased by approximately S$195,000 or 3.4% from S$5.8 million in FY2013 to S$5.6 million in FY2014. This was mainly due to a decrease in sales to customers in the retail furnishings market due to softer market conditions. Cost of sales Cost of sales increased by approximately S$1.8 million or 2.6% from S$71.9 million in FY2013 to S$73.8 million in FY2014, in line with the increase in revenue. Gross profit and gross profit margin Gross profit increased by approximately S$431,000 or 3.9% from S$11.0 million in FY2013 to S$11.5 million in FY2014. Gross profit margin was relatively stable at 13.4% in FY2014 as compared to 13.3% in FY2013. Other income Other income increased by approximately S$509,000 or 25.6%, from S$2.0 million in FY2013 to S$2.5 million in FY2014. This was mainly due to management fees payable by the s major supplier, Sorrento Vietnam pursuant to the Management and Technical Consultancy Agreement (as defined in the Offer Document) of approximately S$1.1 million, which was partially offset by the decrease in trade rebates of approximately S$479,000 assigned by SI Import & Export Pte Ltd ( SI Import & Export ) and Wah Heng receivable from suppliers of furnishings products in relation to the Wholesale and Retail Furnishings Business for purchases made by SI Import & Export and Wah Heng on behalf of the, as a result of lower sales volume of products with third party brands that the distributes through them. Please refer to the sections entitled General and Statutory Information Material Contracts of the Offer Document for further details on the Management and Technical Consultancy Agreement, Management s Discussion and Analysis of Results of Operation and Financial Condition Review of Results of Operations and Interested Person Transactions Past Interested Person Transactions for further details on the s transactions with SI Import & Export and Wah Heng. Selling and distribution costs Selling and distribution costs decreased by approximately S$277,000 or 15.6% from S$1.8 million in FY2013 to S$1.5 million in FY2014. This was mainly attributable to the decrease in advertisement and sponsorship expenses and exhibition expenses of approximately S$255,000 and S$157,000, respectively, partially offset by an increase in salary and allowance expenses of S$151,000. Page 10

11 Administrative expenses Administrative expenses increased by approximately S$161,000 or 4.2% from S$3.8 million in FY2013 to S$4.0 million in FY2014. This was mainly attributable to the increase in remuneration of the Company s directors and directors fees payable in conjunction with the IPO of approximately S$143,000. Other expenses Other expenses increased by approximately S$1.9 million or 248.2% from S$750,000 in FY2013 to S$2.6 million in FY2014. This was mainly due to the IPO expenses charged against the s profit of S$1.4 million and the loss on disposal of Sorrento Vietnam of approximately S$661,000 in relation to the Restructuring Exercise. The loss on disposal of Sorrento Vietnam arose because of (a) the difference between the s historical cost of investment in and the consideration for the disposal of Sorrento Vietnam arising from the currency exchange rate movements between the Vietnamese Dong (which was the transactional currency) and US$ (which was the reporting currency of Sorrento Vietnam) over the period of the s investment in Sorrento Vietnam; and (b) the currency exchange rate movement between the US$ and S$ over the period of the s investment in Sorrento Vietnam when these US$ amounts in (a) were converted and recorded in the s financial statements in S$. Finance costs Finance costs increased by approximately S$475,000 or 15.1% from S$3.1 million in FY2013 to S$3.6 million in FY2014 due to the increase in interest expenses incurred mainly on bank overdrafts and term loans to fund the working capital of the s Interior Fit-Out Business of approximately S$290,000 and S$256,000, respectively. This increase was in line with the increase in revenue contribution from the Interior Fit-Out Business. Income tax expense Income tax expenses increased by approximately S$597,000 or 212.5% from S$281,000 in FY2013 to S$877,000 in FY2014. This was mainly attributable to the non-deductible expenses incurred in relation to the IPO and the under-provision of income tax for prior year. Profit for the year As a result of the above, profit for the year decreased by S$1.9 million from S$3.2 million in FY2013 to S$1.3 million in FY2014. Review of the s financial position Non-current assets Non-current assets decreased by approximately S$2.7 million from S$12.8 million as at 31 December 2013 to S$10.1 million as at 31 December The decrease in non-current assets was mainly due to the disposal of available-for-sale financial assets, consisting of the s investments in Sorrento Vietnam of S$1.6 million, as well as the net decrease in property, plant and equipment of S$1.0 million primarily attributable to depreciation charges. Current assets Current assets increased by approximately S$27.0 million from S$74.4 million as at 31 December 2013 to S$101.4 million as at 31 December The increase in current assets was mainly due to the increase in amounts due from contract customers of approximately S$18.3 million and an increase in trade and other receivables of S$9.4 million mainly due to an increase in trade receivables of approximately S$3.1 million arising from an increase in sales made on credit terms to the s customers, and an increase in other receivables of approximately S$6.2 million. The increase in other receivables relate mainly to loan advances due from Sorrento Vietnam in relation to the purchases of raw materials of approximately S$4.7 million for the manufacture of panelling products and management fees payable by Sorrento Vietnam to the pursuant to the Management and Technical Consulting Agreement (as defined in the Offer Document) of approximately S$1.1 million. Current liabilities Current liabilities increased by approximately S$16.4 million from S$66.1 million as at 31 December 2013 to S$82.5 million as at 31 December The increase in current liabilities was mainly due to the increase in bank borrowings of approximately S$13.1 million for working capital to fund the s Interior Fit-Out Business, as well as an increase in trade and other payables of S$2.7 million. Non-current liabilities Non-current liabilities decreased by approximately S$1.2 million from S$3.5 million as at 31 December 2013 to S$2.3 million as at 31 December The decrease was mainly due to repayments of bank borrowings and finance lease payables of approximately S$524,000 and S$590,000, respectively. Page 11

12 Capital and reserves The increase in capital and reserves from S$17.6 million as at 31 December 2013 to S$26.8 million as at 31 December 2014 was due mainly to the net proceeds from the IPO and retained earnings arising from profits earned during the financial year. Review of the s cashflows Net cash used in operating activities In FY2014, net cash used in operating activities of approximately S$16.4 million consisted of operating cash flow before working capital changes of S$8.8 million, net of working capital outflow of S$24.9 million and income tax paid of S$280,000. The net working capital outflow arose mainly due to: (a) an increase in amounts due from contract customers of approximately S$18.3 million mainly due to the higher volume of unbilled interior fit-out work-in-progress arising from increased levels of project activity in FY2014; (b) an increase in trade and other receivables of approximately S$9.4 million mainly due to an increase in trade receivables of approximately S$3.1 million arising from an increase in sales made on credit terms to the s customers, and an increase in other receivables of approximately S$6.2 million. The increase in other receivables relate mainly to loan advances due from Sorrento Vietnam in relation to the purchases of raw materials of approximately S$4.7 million for the manufacture of panelling prodcuts and management fees payable by Sorrento Vietnam to the pursuant to the Management and Technical Consulting Agreement (as defined in the Offer Document) of approximately S$1.1 million; and (c) partially offset by an increase in trade and other payables of approximately S$2.7 million mainly due to an increase in purchases made by the on credit. Net cash used in investing activities Net cash from investing activities amounted to approximately S$1.2 million in FY2014 mainly due to: (a) proceeds from the s disposal of available-for-sale financial assets in relation to Sorrento Vietnam of approximately S$1.0 million undertaken in relation to the Restructuring Exercise; and (b) interest income received from fixed deposits of approximately S$162,000. Net cash from financing activities Net cash from financing activities amounted to approximately S$38.7 million in FY2014 mainly due to: (a) proceeds from bank borrowings of approximately S$64.8 million primarily in relation to term loans and trust receipts to finance the working capital of the s interior fit-out projects; (b) proceeds from issuance of ordinary shares by the Company of approximately S$5.2 million in relation to the IPO and the issuance of Pre-IPO Subscription Shares (as defined in the Offer Document) by the Company of S$3.0 million to new and certain of the Company s existing shareholders for general working capital purposes; (c) repayment of bank borrowings approximately S$27.3 million; and (d) partially offset by interest paid of approximately S$3.6 million, IPO share issue expenses paid of approximately S$1.8 million and an increase in fixed deposits pledged to secure the s bank borrowings of approximately S$1.1 million. 9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. The financial performance of the for FY2014 is generally in line with the information disclosed in the section entitled "General Information on our - Prospects and Trends" of the Offer Document. Page 12

13 10. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. The s operating environment is expected to remain challenging on the back of weakened private construction demand in Singapore arising from the property cooling measures implemented by the Singapore government, as well as the tightening in supply of foreign workers. In spite of the challenges, the has secured a total of nine new interior fit-out projects amounting to S$40.9 million since its IPO, bringing its total order book to S$93.4 million as at 31 December The Directors believe that the Company s public-listed status will stand the in good stead as it continues to explore new interior fit-out project opportunities locally and in other emerging Southeast Asian markets, in particular, Myanmar, Vietnam, Cambodia and Thailand. The will also seek to leverage on its track record and capabilities to secure more interior fit-out projects not only in the residential sector, but also in the commercial, hospitality and retail sectors. In November 2014, the exercised an option ( Option ) to purchase a JTC Corporation ( JTC ) property (the Property ) located at 16 Sungei Kadut Way, Singapore (the Proposed Acquisition ). The Property is located in the International Furniture Park, a dedicated zone by JTC. The International Furniture Park is envisioned as an epicentre for worldwide buyers and sellers, manufacturers and designers to come together to do business and steer the development of the furniture industry in Singapore. Subject to the terms of the Option, the Proposed Acquisition is expected to be completed in April The intends to relocate its production facilities for its Interior Fit-Out Business and showroom for furnishings products for its Wholesale and Retail Furnishings Business to the Property. This will allow the to utilise more space at its head office premises at 49 Sungei Kadut Loop, Singapore for office and warehousing purposes. Please refer to the Company s announcements dated 13 November 2014 and 27 November 2014 for further details on the purchase of the Property. 11. Dividend (a) Whether any interim (final) ordinary dividend has been declared (recommended) No. (b) Any dividend declared (recommended) for the corresponding period of the immediately preceding financial year? No. (c) Date payable Not applicable. (d) Books closure date Not applicable. 12. If no dividend has been declared (recommended), a statement to that effect. No dividend has been declared or recommended for FY If the group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect. The Company has not obtained an IPT general mandate. Page 13

14 PART II- ADDITIONAL INFORMATION REQUIRED FOR ANNOUNCEMENT OF FULL YEAR RESULTS 14. Segmented revenue and results for operating segments (of the group) in the form presented in the issuer s most recently audited annual financial statements, with comparative information for the immediately preceding year. The has two major business segments as disclosed in the Offer Document, namely:- a) Interior Fit-Out Business; and b) Wholesale and Retail Furnishings Business. Interior Fit-Out Wholesale and Retail 2014 Business Furnishings Business Total S$ S$ S$ Revenue 79,607,175 5,614,902 85,222,077 Results Segment results 5,982,694 (322,794) 5,659,900 Interest income 162, ,103 Finance costs (3,494,517) (116,772) (3,611,289) Profit before income tax 2,650,280 (439,566) 2,210,714 Income tax expense (877,160) Share of profit of associates 3,671 Profit for the financial year 1,337,225 Non-cash items Amortisation of intangible asset - (47,040) (47,040) Gain on disposal of property, plant and equipment 13, ,017 Depreciation of property, plant and equipment (973,291) (50,430) (1,023,721) Allowance for impairment loss on third parties trade receivables - (24,444) (24,444) Bad third parties trade receivables written off (1,485) (268) (1,753) Capital expenditure Property, plant and equipment 62,690-62,690 Assets and liabilities Segment assets 105,637,399 5,941, ,578,713 Segment liabilities 77,581,663 5,574,549 83,156,212 -Current income tax payable 895,474 63, ,634 -Deferred tax liabilities 672, ,975 79,150,112 5,637,709 84,787,821 Page 14

15 2013 Interior Fit-Out Business Wholesale and Retail Furnishings Business Total S$ S$ S$ Revenue 77,141,852 5,810,022 82,951,874 Results Segment results 6,504,308 98,608 6,602,916 Interest income 25,223-25,223 Finance costs (3,081,641) (55,088) (3,136,729) Profit before income tax 3,447,890 43,520 3,491,410 Income tax expense (280,658) Profit for the financial year 3,210,752 Non-cash items Amortisation of intangible asset - (47,040) (47,040) Gain on disposal of property, plant and equipment 19, ,103 Depreciation of property, plant and equipment (959,371) (50,421) (1,009,792) Plant and equipment written off - (7,911) (7,911) Allowance for impairment loss on third parties trade - (48,172) (48,172) receivables Bad third parties trade receivables written off (500) - (500) Capital expenditure Plant and equipment 541, , ,573 Assets and liabilities Segment assets 82,793,612 4,404,888 87,198,500 Segment liabilities 65,049,159 3,476,331 68,525,490 -Current income tax payable 271,390 22, ,394 -Deferred tax liabilities 684,692 55, ,206 66,005,241 3,553,849 69,559,090 Geographical information 2014 Singapore Vietnam Myanmar Others Total S$ S$ S$ S$ S$ Total revenue from external customers for FY ,922,222 14,223,116 7,807, ,935 85,222,077 Non-current assets (excluding available-for-sale financial assets and investment in associate) as at 31 December ,054, , ,286, Singapore Vietnam Myanmar Others Total S$ S$ S$ S$ S$ Total revenue from external customers for FY ,600,000 11,784,370 6,648, ,770 82,951,874 Non-current assets (excluding available-for-sale financial assets) as at 31 December ,585, , ,332,565 Page 15

16 15. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the operating segments. Please refer to paragraph 8 above. 16. A breakdown of sales. FY2014 FY2013 Increase/ (Decrease) S$ S$ % (a) Sales reported for first half year ended 30 June 41,511,123 37,598, (b) Operating profit after tax reported for first half 781,787 1,047,724 (25.4) year ended 30 June (c) Sales reported for second half year ended 31 43,710,954 45,353,762 (3.6) December (d) Operating profit after tax reported for second half year ended 31 December 555,438 2,163,028 (74.3) 17. A breakdown of the total annual dividend (in dollar value) for the issuer s latest full year and its previous full year. Not applicable. 18. Use of IPO Proceeds Amount allocated (as stated in Offer Document) Amount utilised as at the date of this announcement Balance of net proceeds as at the date of this announcement S$'000 S$'000 S$'000 To increase market penetration overseas 1,000-1,000 To explore investments, acquisitions, strategic alliances and/or joint ventures 1,000 (395) General working capital 1,412 2 (1,412) - Net proceeds 3,412 2 (1,807) 1,605 1 This pertains to the Option fee, the amount payable on the exercise of the Option and any applicable taxes and duties payable in relation to the Proposed Acquisition of the Property. 2 The difference in the amounts disclosed in this announcement and as stated in the Offer Document is due to differences between the estimated and actual expenses incurred in relation to the IPO. Please refer to the Company s announcements dated 13 November 2014, 27 November 2014 and 16 February 2015 for further details on the use of IPO proceeds. The Company will make periodic announcements on the use of proceeds as and when the funds are materially disbursed. Page 16

17 19. Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(10) in the format below. If there are no such persons, the issuer must make an appropriate negative statement. Name Age in 2015 Family relationship with any director and/or substantial shareholder Current position and duties, and the year the position was first held Details of changes in duties and position held, if any, during the year Chia Wing Heng ( Frank Chia ) 45 Son of Chia Ah Kau and Ng Wan who are the substantial shareholders of the Company, and brother of Winston Chia and Johnston Chia Production Director since Responsible for providing management and technical consulting services under the Management and Technical Consulting Agreement (as defined in the Offer Document) to Sorrento Vietnam. N.A. Chia Lay Kiong (Xie Lijuan) ( Karen Chia ) 42 Daughter of Chia Ah Kau and Ng Wan, and sister of Winston Chia and Johnston Chia Wholesale and Retail Furnishings Director since Responsible for the day-to-day operations of the s Wholesale and Retail Furnishings Business. N.A. How Choon Hiong ( Jaslin How ) 44 Daughter-in-law of Chia Ah Kau and Ng Wan, spouse of Winston Chia and sister-in-law of Johnston Chia Import and export manager of the Company s wholly-owned subsidiary, Serrano Holdings Pte Ltd ( Serrano Holdings ) since N.A. Responsible for overseeing all incoming and outgoing container shipments and shipping documentation flow. Tan Chee Keong ( Steven Tan ) 47 Nephew of Chia Ah Kau and Ng Wan, and cousin of Winston Chia and Johnston Chia Project director of Serrano Holdings since Assisting the Chief Operating Officer with the overall operation of the Interior Fit-Out Business. Responsible for liaison with various parties, vendors, subcontractors to ensure timely completion of projects and costs control to ensure projects keep within budget. Steven Tan was promoted to his current position on 1 January He previously held the position of senior procurement manager of Serrano Holdings. Tan Chee Meng 46 Nephew of Chia Ah Kau and Ng Wan, and cousin of Winston Chia and Johnston Chia Tan Chi Wah 43 Nephew of Chia Ah Kau and Ng Wan, and cousin of Winston Chia and Johnston Chia N.A.means not applicable. BY ORDER OF THE BOARD Factory manager of Serrano Holdings since Responsible for overseeing pre-production planning, process control and monitoring, costs control and timely delivery of goods. Planning manager of Serrano Holdings since Responsible for planning and preparing production schedules, manufacturing processes, tools, and human resource requirements. Tan Chee Meng was promoted to his current position on 1 January He previously held the position of production manager of Serrano Holdings. N.A. Winston Chia Wing Keong Executive Chairman and Chief Executive Officer 26 February 2015 Page 17