General Capital (GEN:NZ) Announces Strong Growth
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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