General Capital Limited logo

General Capital (GEN:NZ) Announces Strong Growth

Half Year Results19 November 2019GENFinancials

General Capital Limited
Level 7, 12-26 Swanson Street,

PO Box 1314, Shortland Street,

Auckland, New Zealand. 1140.

Phone +64 9 304 0145

Fax +64 9 358 3858




General Capital (GEN:NZ) announces strong growth



General Capital Limited, the listed financial services group, released its results to 30

September 2019 today.


Mr. Rewi Bugo, Chairman said, “Since our listing just over one year ago we have been

strongly focussed on growing the business. This is critical due to the overhead costs of a

listed company. We are very pleased with the growth achieved in the recent 6 months and

also the 14 months since listing.


The key highlights were:


Total Assets increased to $35.1m, a 47% increase in 6 months and 96% over the 12 months

ended 30 September 2019. Revenue increased 74% compared to the six months ended 30

September 2018. The growth has been achieved whilst retaining very strong liquidity. We

held $7.7m in cash at 30 September 2019.


This is a pleasing and positive result for General Capital and we are working hard for an even

more positive result for the full year.”



For further information contact:


Brent King

Managing Director

General Capital Limited

+64 21 632 660

Brent.King@gencap.co.nz



19 November 2019

---

Name of issuer
Reporting Period

Previous Reporting Period

Currency

Revenue from continuing

operations

Total Revenue

Net profit/(loss) from continuing

operations

Total net profit/(loss)

Amount per Quoted Equity

Security

Imputed amount per Quoted

Equity Security

Record Date

Dividend Payment Date

Net tangible assets per Quoted

Equity Security

A brief explanation of any of the

figures above necessary to enable

the figures to be understood

Name of person authorised to

make this announcement

Contact person for this

announcement

Contact phone number

Contact email address

Date of release through MAP

Unaudited financial statements accompany this announcement.

Results for announcement to the market

Percentage change

74%

74%

-92% (decrease in loss)

General Capital Limited

New Zealand Dollars ($)

6 months to 30 September 2018

6 months to 30 September 2019

$1,425

Amount (000s)

Interim/Final Dividend

-92% (decrease in loss)($51)

($51)

$1,425

It is not proposed to pay dividends

Refer to Directors' Report

$0.0264

Prior comparable period

19 November 2019

Brent.King@gencap.co.nz

+64 21 632 660

Brent King

Managing Director

Jonathan Clark

Chief Financial Officer

Not applicable

Not applicable

Not applicable

Current period

$0.0369

Authority for this announcement

DIRECTORS' REPORT
BACKGROUND

FINANCIAL PERFORMANCE

6 month 6 month

period ended period ended

30 Sep30 Sep

20192018

Revenue$1,425,280$818,353

Net loss after tax($51,128) ($633,230)

Normalised loss before tax

1

($68,166)($65,972)

Earnings / (loss) per share

2

(0.03) cps(1.14) cps

30 Sep31 Mar30 Sep31 Mar

2019201920182018

Total assets

$35,084,345 $23,907,684 $17,937,877 $16,381,278

6 monthly increase

47%33%10%

Total liabilities

$25,833,825 $15,155,024 $11,269,126 $11,700,556

6 monthly increase

70%34%-4%

Net assets

$9,250,520 $8,752,660 $6,668,751 $4,680,722

6 monthly increase

6%31%42%

1

Normalised lossbefore taxiscalculated byadding backthe acquisitionexpensesof$103,857, thelossonacquiring

listed shell of $405,280, and the interest recognised on redeemable preference shares of $47,479 incurred in the

September 2018 period. However, as described in Note 1 and Note 4 of the financial statements, the listed shell

company was only acquired through a reverse acquisition on 3 August 2018. Accordingly only one month of its

expenses are included in the period ended 30 September 2018. Should it have been acquired at the start of the

period, expenses for that 6 month period would have been much higher (refer to note 4 in the financial statements).

74% increase

2

Cents per share. Refer to Note 1 (b) of financial statements for further information on the earnings per share

calculation.

The Directorsare pleased to presenta strongresult forthe sixmonthsended30 September2019.GeneralCapital's

totalassetshavegrownbyafurther47%since31March2019andrevenuehasgrownby74%comparedtotheprior

6 month period ended 30 September 2018.

Criticalinformationtoassistinunderstandingthefinancialstatementsandresultsisdetailedinnotes1and4ofthe

financial statements.

AstheCompany'sacquisition ofCorporateHoldingsLimitedon3August2018isdeemedtobea reverseacquisition

foraccounting purposes, theattached financialstatementsandresultsrepresenta continuationof theconsolidated

financial statements of Corporate Holdings Limited.

Corporate Holdings Limited purchased two businesses on 19 December 2017, General Finance Limited and

Investment Research Group Limited. The financial information presented for the period up to 19 December 2017

comprisesCorporateHoldingsLimitedonly. Fromthatdateupto3August2018thefinancialinformationpresented

comprises Corporate Holdings Limited and its two subsidiaries. From 3 August 2018, the financial information

comprises the consolidated results of the Company, Corporate Holdings Limited, and the two subsidiaries of

Corporate Holdings Limited.

Movement %

-92% (decrease in loss)

-97% (decrease in loss per share)

3% (increase in normalised

loss before tax)

DIRECTORS' REPORT (CONTINUED)
30 Sep31 Mar30 Sep31 Mar

2019201920182018

NTA per share

3

3.69 cps3.54 cps2.64 cps10.08 cps

Adjusted 2018 NTA per share

3

2.47 cps

NA per share

3

5.75 cps5.69 cps5.38 cps23.86 cps

Adjusted NA per share

3

5.86 cps

SEGMENT PERFORMANCE AND OUTLOOK

Refer to note 2 of financial statements for segmental results.

Finance - profit after tax of $155,683 (2018: $25,760 profit after tax)

Research and advisory - loss after tax of ($33,192) (2018: ($61,039) loss after tax)

Corporate and other - loss after tax of ($173,619) (2018: ($597,951) loss after tax)

Thenormalisedsegmentlossforthepriorperiodended30September2018was$41,335.Thisiscalculatedbyadding

backtheacquisitionexpensesof$103,857,thelossonacquiringthelistedshellof$405,280andtheinterestexpense

on redeemable preference shares of $47,479 (refer note 3 and note 4).

However,asdescribedinnote1andnote4,thelistedshellcompanywasonlyacquiredthroughareverseacquisition

on3August2018.Accordinglyonlyonemonthofitsexpensesareincludedintheperiodended30September2018.

Shouldithavebeenacquiredatthestartoftheperiod,operatingexpensesforthat6monthperiodwouldhavebeen

muchhigherandthesegmentresultswouldhavebeencomparabletothecurrentperiodended30September2019

(refer to note 4 for further details).

Thefinancesegmenthashadaverypositive6months.Theprofitabilitygrowthwaspredominantlydrivenfromyear

onyeargrowthintermdepositliabilitiesof134%andadditionalGroupcapitalinvestmentintothesegmentallowing

for an increase in the loan receivables book of 115% (since September 2019).

General FinanceLimited (Group subsidiary company /Non-bank Deposit Taker)holds significant cash reservesat30

September 2019 and is well positioned for further growth in the loan receivables book whilst continuing to have

conservative buffers above the minimum ratios required in its trust deed. In addition deposit liability growth is

forecast to continue into the second half of the March 2020 financial year, driving further asset and profit growth.

The research and advisory segment did not have any significant advisory revenue in the 6 month period ended 30

September 2019, nor did it haveany significant advisory revenuein the 6 month period ended30 September2018.

There were lower expenses incurred in the September 2019 period as well as a favourable tax benefit.

There is a current advisory project the Group is working on. Should this project be successful, it is expected to

generate revenue and net profit for the segment, which will be equal to or greater than the segment profit for the

2019 Financial year.

3

Cents per share. Refer to Note 1 (c) of financial statements for further information on NTA / NA per share and

adjusted NTA / NA per share calculations.

DIRECTORS' REPORT (CONTINUED)
Group Outlook for Financial Year ending 31 March 2020

Plan for the financial year to 31 March 2020:

- Increase total assets for the group to $50m.

- Increase total deposits to $38m

- Increase capital to $12m

- Achieve a NPBT of $300k for the year

- To consider an acquisition in the 2nd 6 months of the financial year.

SUMMARY

Rewi Bugo Brent King

ChairmanManaging Director

The Directors would like to thank General Capital's shareholders and General Finance's term deposit investors for

their support of the Group. We are working to build a profitable Group to reward investors for their continued

support.

General Capital reiterates the plan as detailed in General Capital's March 2019 Annual Report (page 8). Directors

howeveradvisethattheprofitabilitytargetiscontingentonthesuccessandtimingofadvisoryprojectsasdescribed

in the Research and Advisory segment commentary above.

Thesixmonthperiod toSeptember2019wasstrongandsawanaccelerationinthegrowth ofthe financebusiness.

This trend is expected to continue into the second half of the March 2020 financial year. Management will also be

focusing on generating revenue and profit in the advisory segment for the March 2020 financial year.

UnauditedUnaudited
SepSep

20192018

$$

NoteRestated

Interest income

1,181,872 654,554

Interest expense

(552,272) (309,281)

Net interest income

629,600 345,273

Fee and commission income

221,432 128,080

Fee and commission expense

(57,742) (44,625)

Net fee and commission income

163,690 83,455

Revenue from contracts with customers

16,137 21,769

Cost of sales

- -

Gross profit from contracts with customers

16,137 21,769

Other income

5,839 13,950

Net revenue

815,266 464,447

(Increase) / decrease of provision in respect of finance receivables

(20,072) 38,896

Personnel expenses

(308,909) (303,719)

Occupancy expenses

(58,012) (33,724)

Depreciation

(1,824) (1,463)

Amortisation of intangible assets

(11,206) (7,836)

Other expenses

(483,409) (270,052)

Acquisition expenses

- (103,857)

Loss on acquiring listed shell

- (405,280)

(883,432) (1,087,035)

Loss before income tax expense

(68,166) (622,588)

Income tax (expense) / benefit

17,038 (10,642)

Net loss after income tax expense

(51,128) (633,230)

Other comprehensive income for the year

- -

Total comprehensive income

(51,128) (633,230)

Earnings per share (cents per share)

1 (b) (0.03) (1.14)

Diluted earnings per share (cents per share)

1 (b) (0.03) (0.57)

The accompanying notes are an integral part of these financial statements.

GENERAL CAPITAL LIMITED

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

1

GENERAL CAPITAL LIMITED
UnauditedAuditedUnauditedAudited

SepMarSepMar

2019201920182018

$$$$

NoteRestatedRestated

Equity

Share capital

10,122,483 9,573,495 7,649,867 1,448,503

Redeemable preference shares

- - - 3,580,104

Retained earnings

(857,101) (805,973) (981,116) (347,885)

Other reserves

(14,862) (14,862) - -

Total equity

9,250,520 8,752,660 6,668,751 4,680,722


Assets

Cash and cash equivalents

7,656,089 2,949,317 3,398,007 4,950,129

Accounts receivables

5,720 19,246 6,998 8,070

Loan receivables

23,625,489 17,277,204 10,965,515 8,583,952

Other current assets

226,861 114,844 75,673 77,798

Income tax receivable

57,171 45,450 40,781 -

Deferred tax asset

63,724 38,408 25,506 40,373

Property, plant and equipment

7,940 6,176 7,931 7,040

190,483 190,483

50,800

50,800

Intangible assets and goodwill

3,250,868 3,266,556 3,366,666 2,663,116

Total assets

35,084,345 23,907,684 17,937,877 16,381,278

Liabilities

Accounts payable and other payables

212,262 246,624 224,112 183,265

Related party payables

14,707 7,942 116,471 141,342

Income tax payable

- - - 69,336

Term deposits

25,606,856 14,900,458 10,928,543 9,854,092

Other financial liabilities at amortised cost

- - - 1,452,521

Total liabilities

25,833,825 15,155,024 11,269,126 11,700,556

Net assets

9,250,520 8,752,660 6,668,751 4,680,722

1 (c) 3.69 3.54 2.64 10.08

1 (c) 2.47

1 (c) 5.75 5.69 5.38 23.86

1 (c) 5.86

The accompanying notes are an integral part of these financial statements.

AS AT 30 SEPTEMBER 2019

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Net tangible assets (NTA) per share (cents

per share)

Net assets (NA) per share (cents per share)

Adjusted 2018 NTA per share (cents per

share)

Adjusted 2018 NA per share (cents per

share)

Investments

2

GENERAL CAPITAL LIMITED
Note$$$$$

1,448,503 4,747,418 - (280,728) 5,915,193

3

- - - (19,119) (19,119)

3

- (1,167,314) - (48,038) (1,215,352)

1,448,503 3,580,104 - (347,885) 4,680,722

- - - (633,230) (633,230)

- - - - -

- - - (633,230) (633,230)

5,080,104 (3,580,104) - - 1,500,000

1,121,259 - - - 1,121,259

6,201,363 (3,580,104) - - 2,621,259

7,649,866 - - (981,115) 6,668,751


9,573,495 - (14,862) (805,973) 8,752,660

- - - (51,128) (51,128)

- - - (51,128) (51,128)

548,988 - - 548,988

548,988 - - - 548,988

10,122,483 - (14,862) (857,101) 9,250,520

The accompanying notes are an integral part of these financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

Redeemable

Preference

Shares

Restated total equity as at 1 April

2018

Balance at 30 September 2018

(Unaudited)

Total equity

Total transactions with owners in

their capacity as owners

Retained

earnings

Share capitalReserves

Conversion of redeemable

preference shares

Balance at 31 March 2018 as

originally presented

- Change in accounting policy

- Impact of finalisation of

acquisition accounting

Loss for the period

Transactions with owners in their

capacity as owners:

Issue of shares on acquisition of

subsidiary

Total comprehensive income for

the period

Other comprehensive income for

the period

Total comprehensive income for

the period

Transactions with owners in their

capacity as owners:

Total equity as at 1 April 2019

Loss for the period

Contributions of equity - exercise of

warrants - 30/09/19

Total transactions with owners in

their capacity as owners

Balance at 30 September 2019

(Unaudited)

3

GENERAL CAPITAL LIMITED
UnauditedUnaudited

SepSep

20192018

$$

Cash flow from operating activities

Interest received

1,089,718 658,668

Receipts from customers

155,837 150,148

Other income

5,839 -

Payments to suppliers and employees

(1,084,132) (793,087)

Interest paid

(491,191) (263,068)

Income tax paid

(20,000) (105,891)

Finance receivables (net advances)

(6,178,622) (2,330,016)

Net cash (used in) / provided by operating activities

(6,522,551) (2,683,246)

Cash flow from investing activities

Acquisition of subsidiaries (net of cash acquired)

- 85,736

Purchase of property, plant and equipment

(3,588) (2,354)

Purchase of software

(2,531) (30,118)

Net cash provided by / (used in) investing activities

(6,119) 53,264

Cash flow from financing activities

Issue of ordinary shares

548,988 -

Term deposits (net receipts)

10,686,454 1,077,860

Net cash provided by financing activities

11,235,442 1,077,860

Reconciliation of cash and cash equivalents

2,949,317 4,950,129

4,706,772 (1,552,122)

7,656,089 3,398,007


The accompanying notes are an integral part of these financial statements.

Cash and cash equivalents at end of the reporting period

Net (decrease) / increase in cash and cash equivalents held

during the reporting period

Cash and cash equivalents at beginning of the reporting

period

CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

4

NOTE 1: ABOUT THESE CONSOLIDATED FINANCIAL STATEMENTS
(b) Earnings per share

(c) Net tangible assets / net assets per share

GENERAL CAPITAL LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

The notes to the financial statements include information that is considered relevant and material to assist the reader in understanding

changes in General Capital Limited ('the Company') and its subsidiaries (together "the Group") financial position or performance.

The financial statements have been prepared on the same basis and should be read in conjunction with the consolidated financial

statements for the year ended 31 March 2019.

AsdescribedinNote4,astheCompany'sacquisitionofCorporateHoldingsLimitedon3August2018isdeemedtobeareverseacquisition

foraccountingpurposes,thesefinancialstatementsrepresentacontinuationoftheconsolidatedfinancialstatementsofCorporateHoldings

Limited.

Corporate Holdings Limited purchased two businesses on 19 December 2017, General Finance Limited and Investment Research Group

Limited. From that date up to 3 August 2018 the financial information presented comprises Corporate Holdings Limited and its two

subsidiaries.From3August2018,thefinancialinformationcomprisestheconsolidatedresultsoftheCompany,CorporateHoldingsLimited,

and the two subsidiaries of Corporate Holdings Limited.

The weighted average number of shares up to the date of the reverse acquisition on 3 August 2018 (refer note 4), is represented by the

weightedaveragenumberofCorporateHoldingsLimitedsharesonissueduringthisperiod,multipliedbytheconversionratioof16.27.The

conversionratioisthenumberofordinarysharesthatwereissuedbytheCompanyforeachCorporateHoldingsLimitedshareacquiredon

the acquisition date. Diluted earnings per share up to the date of the reverse acquisition reflects the dilutive impact of the Corporate

HoldingsLimitedredeemablepreferencessharesthatwereissuedduringtheyearended31March2018.Theredeemablepreferenceshares

converted to ordinary shares in Corporate Holdings Limited on 3 August 2018 before being acquired by the Company.

Nettangibleassets(NTA)/netassets(NA)persharereflectstheNTA/NAoftheGroupdividedbythenumberoftheCompany'sordinary

shares as at each reporting date. As at 31 March 2018, the NTA / NA per share is skewed because the net assets presented are the net

assetsofCorporateHoldingsandSubsidiariespriortothereverseacquisition,whereasthenumberofordinarysharesusedinthecalculation

are the Company's equity securities on issue prior to the reverse acquisition transaction and the issue of 104,323,240 shares on the

acquisitiondate(refertonote4).Tomakethismetricmorecomparableandrelevant,ManagementhavecalculatedanadjustedNTA/NA

pershareasat31March2018bydividingNTA/NAbythenumberofCorporateHoldingsLimitedequityinstruments(ordinarysharesand

redeemable preferences shares classified as equity) on issue as at that date multiplied by the conversion ratio (refer to Note 1 (b)).

5

GENERAL CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

NOTE 2: SEGMENT REPORTING

$$$$$$

1,181,842 - 30 1,181,872 - 1,181,872

221,432 - - 221,432 - 221,432

- 4,655 - 4,655 - 4,655

11,349 133 - 11,482 - 11,482

- 10,000 - 10,000 (10,000) -

5,839 - - 5,839 - 5,839

1,420,462 14,788 30 1,435,280 (10,000) 1,425,280

(552,272) - - (552,272) - (552,272)

(57,742) - - (57,742) - (57,742)

810,448 14,788 30 825,266 (10,000) 815,266

(20,072) - - (20,072) - (20,072)

(242,378) (34,865) (31,666) (308,909) - (308,909)

(12,961) - (69) (13,030) - (13,030)

(61,735) 12,667 66,106 17,038 - 17,038

155,683 (33,192) (173,619) (51,128) - (51,128)

32,913,286 1,249,972 1,090,117 35,253,375 (169,030) 35,084,345

25,795,894 114,594 92,367 26,002,855 (169,030) 25,833,825

Acquisition of property, plant and equipment, intangible assets, and other non-current assets*:

$$$$$$

2,531 - 3,588 6,119 - 6,119

*excludes non-current finance receivables

Consolidated

- Other fee income

Depreciation and

amortisation

Consolidated

ManagementhasdeterminedtheoperatingsegmentsbasedonthecomponentsoftheGroupthatengageinbusinessactivities,whichhave

discretefinancialinformationavailableandwhoseoperatingresultsareregularlyreviewedbytheGroup'schiefoperatingdecisionmaker.

The chief operating decision maker has been identified as the Board of Directors. The Board of Directors makes decisions about how

resources are allocated to the segments and assesses their performance.

Three reportable segments have been identified as follows:

- Finance

Deposit taking and residential mortgage lending.

- Research and Advisory

Provides investment advisory services and produces and sells investment research and publications.

- Corporate and Other

Corporate function and investment activities (the business of the Company was allocated to this reporting segment following the reverse

takeover transaction on 3 August 2018).

6 month period ended 30

September 2019Finance

Research and

Advisory

Corporate and

Other Total Segments Eliminations

(Increase) / decrease of

provision in respect of finance

Revenue - fee income

(finance receivables)

Revenue - interest income

Total Segments Eliminations

Corporate and

Other

6 month period ended 30

September 2019Finance

Research and

Advisory

Net Profit After Tax

Total Assets

Total Liabilities

Acquisitions

- Inter-segment revenue

Total revenue

Personnel expenses

Revenue from contracts with

customers

- Yearbook and research sales

Interest expense

Income tax (expense) /

benefit

Other income

Fee and commission expense

(finance receivables)

Net revenue

6

GENERAL CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

NOTE 2: SEGMENT REPORTING (CONTINUED)

$$$$$$

654,378 42 135 654,555 - 654,555

128,080 - - 128,080 - 128,080

- 8,500 - 8,500 - 8,500

- 4,161 - 4,161 - 4,161

9,108 - - 9,108 - 9,108

13,950 11,781 - 25,731 (11,781) 13,950

805,516 24,484 135 830,135 (11,781) 818,354

(261,802) - (47,479) (309,281) - (309,281)

(44,625) - - (44,625) - (44,625)

499,089 24,484 (47,344) 476,229 (11,781) 464,448

38,896 - - 38,896 - 38,896

(262,726) (36,200) (4,792) (303,719) - (303,719)

(9,299) - - (9,299) - (9,299)

- - (103,857) (103,857) - (103,857)

- - (405,280) (405,280) - (405,280)

(10,642) - - (10,642) - (10,642)

25,760 (61,039) (597,951) (633,230) - (633,230)

16,030,414 1,205,454 1,214,953 18,450,821 (512,944) 17,937,877

11,067,712 470,268 244,090 11,782,070 (512,944) 11,269,126

Acquisition of property, plant and equipment, intangible assets, and other non-current assets*:

Finance

Research and

Advisory

Corporate and

Other Total Segments Eliminations Consolidated

$$$$$$

- - 696,928 696,928 - 696,928

32,472 - - 32,472 - 32,472

6,924 (6,924) - - - -

39,396 (6,924) 696,928 729,400 - 729,400

*excludes non-current finance receivables

6 month period ended 30

September 2018

Business combinations

Other

Transfers / reallocations

between segments

- Yearbook and research sales

Revenue - fee income

(finance receivables)

- Advisory fee revenue

Revenue from contracts with

customers

Net revenue

Net Profit After Tax

Research and

AdvisoryFinance

Personnel expenses

Depreciation and

amortisation

(Increase) / decrease of

provision in respect of finance

Total revenue

Interest expense

- Other fee income

Corporate and

Other Total Segments Eliminations

Other income

Fee and commission expense

(finance receivables)

Total Assets

Total Liabilities

Income tax (expense) /

benefit

6 month period ended 30

September 2018

Consolidated

Revenue - interest income

Acquisition expenses

Loss on acquiring listed shell

7

GENERAL CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

NOTE 3: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES

3.1 Adjustments relating to the finalisation of the acquisition accounting

(a)

(b)

(c)

(d)

3.2 Impact of the adoption of new accounting standards

(i) Impact of the adoption of NZ IFRS 9




There has been no change to the classification of financial assets or financial liabilities.

No change has been reflected with regard to the allowance for lifetime expected credit losses as required by NZ IFRS 9. This was

previously the loan receivables impairment provision.

With respect to 12 month expected credit losses for loans without significant deterioration in credit risk, an increase to loss

allowances has been recognised in the prior period consolidated financial statements, and increases to loss allowances in the prior

period comparatives have been reflected as follows:

The fair value of identifiable net assets recognised on the acquisition of General Finance Limited (on 19 December 2017) was

revised(increased)by$15,159(includinga$12,000increasetointangibleassetsotherthangoodwill).Goodwillinitiallyrecognised

on the acquisition has accordingly been reduced by $15,159.

The fair value of identifiable net assets recognised on the acquisition of Investment Research Group Limited (on 19 December

2017) was revised (decreased) by $191,226 (including a $232,130 reduction in intangible assets other than goodwill). Goodwill

initially recognised on the acquisition has accordingly been increased by $191,226.

The impact of the above corrections are further illustrated in the financial statement extracts in note 3.3.

4,957,000redeemablepreferenceshareswithanominalvalueof$4,974,850wereissuedduringtheyearended31March2018.

These were originally classified as compound financial instruments with $4,747,418 being recognisedin equity,and thebalance

being recognised as a financial liability at amortised cost. Fair value on initial recognition of the liability was $227,432, with a

carryingvalueof$237,058asat31Mar2018afterinterestexpenseof$9,626recognisedduringtheyearended31March2018.

Followingafurtherreviewofthecontractualtermsoftheagreements,itwasdeterminedthat3,457,000redeemablepreference

shareswithafacevalueof$3,475,850shouldhavebeenrecognisedasequityinstrumentsasunderthesubscriptionagreement,

the Group did not have acontractual obligation(including contingent) to deliver cash or other financialassets tothe holdersof

theseredeemablepreferenceshares.1,500,000redeemablepreferenceshareswithafacevalueof$1,500,000shouldhavebeen

recordedasafinancialliabilityatamortisedcostasunderthesubscriptionagreementtherewasacontingentobligationtodeliver

cashiftheGroupdidnotcompleteitsobligationtocompletetheacquisitiondescribedinnote21.1within180daysfromtheissue

date(notethatthetimeframewaslaterextended).Thefinancialliabilityhadafairvalueoninitialrecognitionof$1,394,746,with

the balance of $105,254 being recognised in equity.

The Group has adopted NZ IFRS 9 Financial instruments in the prior period beginning 1 April 2018.

Asdisclosedinthe30September2018interimaccounts,theaccountingfortheacquisitionswereprovisionalastheGroupwasstillin

the process of completing its initial acquisition accounting. The following adjustments were reflected in the full year 31 March 2019

financial statements:

31 March 2018 impact:$1,167,314 reduction in redeemable preference share (equity)as at31 March2018, anincrease tothe

carrying value of other financial liabilities at amortised cost of $1,215,463 as at 31 March 2018 and an increase to interest

expense(andreductioninclosingretainedearnings)fortheyearended31March2018of$48,149.Adjustmentstogoodwilland

other assets were also reflected as described in (b) and (c) above.

30September2018impact:anincreaseininterestexpenseof$35,794,areductioninamortisationexpenseonintangibleassets

of $3,270, a decrease in acquisition expenses of $54,744, an increase in the loss on acquiring the listed shell of $48,024, an

increaseinotherexpensesof$58,144andminorrevenuereclassificationswerereflectedforthe6monthsended30September

2018. Adjustmentstogoodwillandother assetswerealsoreflectedasdescribedin(b) and(c)above.Asat30September2018

share capital was increased by $131,968 and retained earnings was decreased by $131,968 as a result of all of the changes

described above, and the flow on impact to the reverse acquisition accounting.

Theabovedifferenceshadaflowonimpactontheinitialaccountingforthereverseacquisitiontransactionon3August2018as

originallydisclosedinthe30September2018accounts.Thereverseacquisitiontransactionandassociatedaccountingisdescribed

in further detail in Note 4. The impact of the changes is detailed further below.

31 March 2018 impact: An increase to loss allowances for 12-month expected credit losses of $26,554 as at 31 March 2018 having

an impact (reduction) in net profit after tax of $2,116 for the year ended 31 March 2018 and an after tax impact on opening

retained earnings of $19,119 (decrease) as at 1 April 2018.

8

GENERAL CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

NOTE 3: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES (CONTINUED)

(ii) Impact of the adoption of NZ IFRS 15


(iii) Impact of the adoption of NZ IFRS 16


The Group adopted NZ IFRS 15 Revenue from Contracts with Customers in the prior period beginning 1 April 2018.

Revenue streams associated with financial instruments, including interest revenue and fee revenue associated with the

origination of loan receivables are scoped out of NZ IFRS 15 and are recognised in accordance with NZ IFRS 9.

The following revenue streams are recognised in accordance with NZ IFRS 15

- Advisory fee revenue

- Yearbook and research sales

- Other fee income

As at 31 March 2018, 30 September 2018, 31 March 2019 and 30 September 2019 no contract assets, contract liabilities or

capitalisedcontractcostshavebeenidentified.Accordingly, despitethechangeintherevenuerecognitionpolicyfor theGroup,

there have been no adjustments reflected in the consolidated financial statements in relation to the adoption of the standard.

The Group has adopted NZ IFRS 16 Leases in the current period beginning 1 April 2019.

NZIFRS16,‘Leases’,replacesNZIAS17.UnderNZIFRS16,acontractis,orcontains,aleaseif thecontractconveystherightto

control the use of an identified asset for a period of time in exchange for consideration.

UnderNZIAS17,alesseewasrequiredtomakeadistinctionbetweenafinancelease(onbalancesheet)andanoperatinglease

(offbalancesheet).NZIFRS16nowrequiresalesseetorecognisealeaseliabilityreflectingfutureleasepaymentsanda‘right-of-

use asset’ for virtually all lease contracts.

TheGrouphadnoleaseagreementsinplacefrom1April2019anduptothedateofsigningthesefinancialstatements.SinceJune

2018,theGrouphasbeenpayingashareofofficeleasecoststoMoneyonlineLimited,arelatedcompany,basedonanallocation

ofofficespaceutilisedbytheGroup.TheGroupisconsideringformalisingaleaseagreementwithMoneyonlineLimited,whichis

likely to mirror the term and other conditions of Moneyonline Limited’s lease agreement with an external party. As at 30

September2019,thetotalremainingtermofthatleasewas20months,andthecurrentmonthlyallocationoftheleasecostspaid

by the Group is $9,024, implying total undiscounted remaining payments of $180,480 as at 30 September 2019.

ShouldanagreementbeformalisedwithMoneyonlineLimited,aleaseliabilityandright-ofuseassetwouldneedtoberecognised

onthatdate,representedbythepresentvalueoffutureleasepayments.Depreciationexpensewouldberecordedonastraight-

line basis over the lease term, and interest will be recognised on the lease liability using the amortised cost method. This will

resultinhigher expensesbeingrecordedatthestart oftheleaseterm than at the end(due tothe liabilitybeing ‘wounddown’

over the lease term).

9

GENERAL CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

NOTE 3: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES (CONTINUED)

Only the affected balances and transactions are presented in the below extract financial statements.

(i) March 2018 Consolidated Statement of Financial Position (extract)

Adjustments

to acquisitionAdoption31 March

31 Marchaccountingof IFRS 92018

2018*Increase / Increase / $

$(Decrease)(Decrease)restated

Equity

Redeemable preference shares

4,747,418 (1,167,314) - 3,580,104

Retained earnings

(280,728) (48,038) (19,119) (347,885)

Total equity

5,915,193 (1,215,352) (19,119) 4,680,722


Assets

Loan receivables

8,610,506 - (26,554) 8,583,952

Other current assets

68,203 9,595 - 77,798

Deferred tax asset

32,938 - 7,435 40,373

- 50,800 - 50,800

Intangible assets and goodwill

2,707,179 (44,063) - 2,663,116

Total assets

16,384,065 16,332 (19,119) 16,381,278

Liabilities

Accounts payable and other payables

208,386 (25,121) - 183,265

Related party payables

100,000 41,342 - 141,342

Other financial liabilities at amortised cost

237,058 1,215,463 - 1,452,521

Total liabilities

10,468,872 1,231,684 - 11,700,556

Net assets

5,915,193 (1,215,352) (19,119) 4,680,722

(i) September 2018 Consolidated Statement of Financial Position (extract)

Adjustments

to acquisition30 September

30 Septemberaccounting2018

2018Increase / $

$(Decrease)restated

Equity

Share capital

7,517,899 131,968 7,649,867

Retained earnings

(849,148) (131,968) (981,116)

Total equity

6,668,751 - 6,668,751


Assets

82,576 (6,903) 75,673

- 50,800 50,800

Intangible assets and goodwill

3,407,459 (40,793) 3,366,666

Total assets

17,934,773 3,104 17,937,877

Liabilities

Accounts payable and other payables

221,008 3,104 224,112

Total liabilities

11,266,022 3,104 11,269,126

Net assets

6,668,751 - 6,668,751

3.3 Extract of consolidated financial statements illustrating the impact of the adjustments to interim accounting for acquisitions and

changes in accounting policies

*The 31 March 2018 comparatives disclosed in the 30 September interim accounts already reflected the impact of IFRS 9. The first column

above is prior to the adoption of IFRS 9.

Investments

Investments

Other current assets

10

GENERAL CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

NOTE 3: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES (CONTINUED)

(ii) Consolidated Statement of Comprehensive Income (extract)

Adjustments

Period endedto acquisitionPeriod ended

30 Sepaccounting30 Sep

2018Increase / 2018

$(Decrease)$

restated

Interest expense

(273,487) (35,794) (309,281)

Net interest income

381,067 (35,794) 345,273

Fee and commission income

145,745 (17,665) 128,080

Revenue from contracts with customers

4,085 17,684 21,769

Net revenue

500,222 (35,775) 464,447

Amortisation of intangible assets

(11,106) 3,270 (7,836)

Other expenses

(211,908) (58,144) (270,052)

Acquisition expenses

(158,601) 54,744 (103,857)

Loss on acquiring listed shell

(357,256) (48,024) (405,280)

Loss before income tax expense

(538,659) (83,929) (622,588)

Net loss after income tax expense

(549,301) (83,929) (633,230)

Total comprehensive income

(549,301) (83,929) (633,230)

NOTE 4: BUSINESS COMBINATIONS

Reverse acquisition of Corporate Holdings Limited

On 3 August 2018, General Capital Limited, acquired Corporate Holdings Limited through the issue of 104,323,240 ordinary shares to the

vendors of Corporate Holdings Limited.

Under thetermsoftheSaleandPurchaseagreement dated28May 2018, that wasapproved byshareholders ata Special Meeting on31

July 2018, the acquisition of Corporate Holdings Limited was settled by 104,323,240 ordinary shares in General Capital Limited.

For financial reportingpurposesthedirectorshavedeterminedthatduetothenatureof thetransactionandthepartiesinvolvedthatthe

acquisition should be classified as a "reverse acquisition" where Corporate Holdings Limited is treated as the acquirer of General Capital

Limited. The consolidated financial statements prepared following a "reverse acquisition" are issued under the name of the legal parent,

General Capital Limited (the accounting acquiree), but are a continuation of the financial statements of Corporate Holdings Limited (the

accounting acquirer), a company that was incorporated and domiciled in New Zealand on 16 March 2017.

Under reverse acquisition accounting, the cost of the business combination is deemed to have been the incurred by the legal subsidiary,

Corporate Holdings Limited (the accounting acquirer) in the form of equity instruments issued to the owners of the legal parent, General

CapitalLimited,(theaccountingacquiree).Theconsiderationof$1,121,259isthefairvalueofthesharesthatwereissuedinrelationtothe

transaction.ThefairvalueofsharesissuediscalculatedasthepercentageofownershipofCorporateHoldingsLimitedforgonebyitsoriginal

shareholdersdividedbythepercentageofownershipofGeneralCapitalLimitedobtainedbyCHL'sshareholdersinthetransactionmultiplied

bythefairvalueofCorporateHoldingsLimitedonacquisitiondate.Thedifferencebetweenthedeemedvalueofthesharesissuedandthe

fair value of net assets acquired of $405,280 is recorded as a loss in the Statement of Comprehensive Income.

11

GENERAL CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 6 MONTH PERIOD ENDED 30 SEPTEMBER 2019

NOTE 4: BUSINESS COMBINATIONS (CONTINUED)

Details of the transaction were:

$

Fair value of consideration transferred

Shares issued as consideration

1,121,259

Total Consideration

1,121,259

Identified assets acquired and liabilities assumed

- Cash and cash equivalents

85,735

- Other current assets

22,809

- Intangible assets - bartercard trade dollars

693,313

- Accounts and other payables

(85,878)

Net assets acquired

715,979

Loss on acquiring listed shell

405,280

1,121,259

Contribution to Group results

The Group has no other material commitments or contingent liabilities at reporting date.

NOTE 5: EVENTS SUBSEQUENT TO REPORTING DATE

-the operations, in financial years subsequent to reporting date, of the Group, or

-the results of those operations, or

-the state of affairs, in financial years subsequent to reporting date, of the Group.

The primary reason for the business combination was to effect the reverse listing of Corporate Holdings Limited and its subsidiaries.

There has been no matter or circumstance, which has arisen since reporting date that has significantly affected or may significantly affect:

Inthepriorsixmonthperiodended30September2018sincetheacquisitiondateGeneralCapitalLimitedhascontributedrevenueof$135

andalossaftertaxof$145,080whichisincludedwithinthelossfortheGroup.Hadthecombinationoccurredfromthebeginningofthesix

monthperiodended30September 2018, theoperatinglossfor General Capital Limited includedin theGroup wouldhave been$287,290

and revenue would have been $1,347.

12

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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