2012 fourth quarter and twelve months financial statement...

Centurion Corporation Limited (formerly known as SM Summit Holdings Ltd)(Company Registration No. 198401088W)

2012 Fourth Quarter and Twelve Months Financial Statement Announcement

Financial statements on consolidated results for the Fourth Quarter and Twelve Months ended 31 December 2012

These figures have not been audited.

1(a)(i)

2012 2011 Change 2012 2011 Change

$ '000 $ '000 % $ '000 $ '000 %

Revenue 17,560 13,930 26 65,231 30,044 117

Cost of sales (10,451) (8,113) 29 (39,495) (15,381) 157

Gross profit 7,109 5,817 22 25,736 14,663 76

Other gains / (loss) (net)

- Miscellaneous 669 266 152 2,238 648 245

Expenses

- Distribution (443) (633) (30) (2,013) (1,062) 90

- Administrative (3,113) (2,644) 18 (11,031) (4,431) 149

- Finance (444) (133) N/M (1,980) (847) 134

- Others 30 - N/M 30 (12,967) N/M

3,808 2,673 42 12,980 (3,996) N/M

(54) (627) (91) (318) (673) (53)

Profit / (loss) before income tax 3,754 2,046 83 12,662 (4,669) N/M

Income tax expense (844) (330) 156 (3,166) (1,493) 112

Net profit / (loss) 2,910 1,716 70 9,496 (6,162) N/M

Attributable to:

Equity holders of the Company 2,856 1,724 66 9,141 (6,154) N/M

Non-Controlling Interest 54 (8) N/M 355 (8) N/M

2,910 1,716 70 9,496 (6,162) N/M

Profit / (loss) before share of loss of

associated companies and joint venture

Share of loss of associated companies and joint venture (net)

Twelve months ended 31 December

GroupGroup

Fourth Quarter ended 31 December

Income statement

PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY, HALF-YEAR AND FULL YEAR RESULTS

Centurion

of 21

1(a)(ii) Statement of Comprehensive Income

2012 2011 Change 2012 2011 Change

$ '000 $ '000 % $ '000 $ '000 %

2,910 1,716 70 9,496 (6,162) N/M

(145) 185 N/M (1,658) 110 N/M

28 71 (61) (31) (34) (9)

(117) 256 (146) (1,689) 76 (2,322)

2,793 1,972 42 7,807 (6,086) N/M

Attributable to:

Equity holders of the Company 2,739 1,980 38 7,452 (6,078) N/M

Non-Controlling Interest 54 (8) N/M 355 (8) N/M

2,793 1,972 42 7,807 (6,086) N/M

1(a)(iii) Notes to Income Statement

2012 2011 Change 2012 2011 Change

$ '000 $ '000 % $ '000 $ '000 %

After (charging) / crediting:

Interest expense (444) (133) 234 (1,980) (847) 134

Depreciation and amortisation (3,981) (1,240) 221 (13,170) (3,034) 334

(82) (2) 4,000 (299) (14) 2,036

Currency exchange (loss) / gains (net) (48) 136 N/M (399) 373 N/M

64 62 3 64 62 3

(25) (83) (70) (32) (34) (6)

(Negative goodwill) / goodwill written off 30 - N/M 30 (12,967) N/M

The miscellaneous gains (net) comprise the following:

2012 2011 Change 2012 2011 Change

$ '000 $ '000 % $ '000 $ '000 %

Other rental income 304 274 11 1,159 460 152

Interest income 61 19 221 353 94 276

Dividend income 53 54 (2) 206 91 126

Currency exchange (loss) / gain (net) (48) 136 N/M (399) 373 N/M

Impairment of property, plant and equipment - (14) N/M - (214) N/M

Impairment of financial assets, available-for-sale - (250) N/M - (250) N/M

Others 299 47 536 919 94 878

Other miscellaneous gains - net669 266 152 2,238 648 245

N/M : Not meaningful


Net (loss) / gain on sale of property, plant & equipment

Total comprehensive income / (expense) for the period

Allowance for doubtful debts (net)

Adjustments for overprovision of prior year tax

Financial assets, available-for-sale

- Fair value gain / (loss)


Net profit / (loss) for the year

Currency translation differences





Centurion

of 21

ACQUISITION OF WESTLITE DORMITORY (TEBRAU) SDN BHD ( FORMERLY KNOWN AS ALPHA SUNSHINE SDN BHD)

a) Identifiable assets acquired and liabilities assumed :

At fair value

$ '000

Cash and cash equivalents 16

Investment property 6,555

Property, plant & equipment 409

Trade receivables 17

Other current assets 57

Total assets 7,054

Trade and other payables (204)

Loans from shareholders (2,898)

Borrowings (4,126)

Deferred income tax liabilities (33)

Total liabilities (7,261)

Net identifiable assets (207)

Goodwill [ Note (i) ] 207

Consideration paid for 100% equity interest - *

* Less than $1,000

Note (i)

$ '000

Cash paid 2,898

Less: cash and cash equivalents in subsidiary acquired (16)

Cash outflow on acquisition 2,882

On 10 February 2012, the Group acquired 100% equity interest in Westlite Dormitory (Tebrau) Sdn Bhd. Westlite Dormitory (Tebrau) Sdn Bhdoperates a newly built and operational dormitory with a capacity of 2,600 beds in Tebrau IV located in Johor, Malaysia.

In accordance with FRS 103, “Business Combinations”, a purchase price allocation (“PPA”) exercise is being carried out to assess the fair

values of the net identifiable assets of Westlite Dormitory (Tebrau) Sdn Bhd. The excess of the cost of acquisition over the fair values of the netidentifiable assets is recorded as goodwill of $207,000 in the balance sheet and subject to an annual impairment test.

b) Subsequent to the acquisition, the Group repaid the loan to the previous shareholders. The effects of the acquisition of Westlite Dormitory(Tebrau) Sdn Bhd on the cash flows of the Group for the financial year ended 31 December 2012 were as follows:

Centurion

of 21

ACQUISITION OF DORMITORY INVESTMENTS PTE LTD ("DIPL")

a) Effect on cash flows of the Group :

$ '000

Cash paid 39,543

Less: cash and cash equivalents in subsidiary acquired (7,625)


b) Identifiable assets acquired and liabilities assumed :

At fair value

$ '000

Cash and cash equivalents 7,625


Property, plant & equipment 2,148

Trade receivables 2,146

Inventories 34


Intangible assets 25,521

Total assets 61,742

Trade and other payables (10,670)

Loans and borrowings (28)

Current income tax liabilities (2,703)

Deferred income tax liabilities (4,371)


Net identifiable assets 43,970

Less: Non-controlling interest (4,397)

Net identifiable assets purchased 39,573

Goodwill [ Note (ii) ] (30)

Consideration paid for 90% equity interest [Note (iii)] 39,543

Note (ii)

On 29 February 2012, the Group acquired 90% equity interest in Dormitory Investments Pte Ltd, a company which operates a foreign workers'dormitory with a capacity of 8,600 beds in Tuas, Singapore.

In accordance with FRS 103, “Business Combinations”, a purchase price allocation (“PPA”) exercise is being carried out to assess the fair valuesof the net identifiable assets of Dormitory Investment Pte Ltd. The excess of the cost of acquisition over the fair values of the net identifiableassets is recorded as goodwill in the balance sheet and subject to an annual impairment test.

In Q1 FY2012, the PPA exercise was at a preliminary stage, and the Group had assumed, on a provisional basis, that the fair values of thenet identifiable assets of Dormitory Investment Pte Ltd are equal to the carrying amounts on the acquisition of Dormitory Investment Pte Ltd.As a result, the provisional goodwill on acquisition amounted to $22,261,000, as at 31 March 2012. Of the provisional goodwill, none had beenprovisionally identified as relating to items that require classification as intangible assets at that time.

In Q2 FY2012, new information was obtained about facts and circumstances that existed as of the acquisition date and if known, would haveaffected the measurement of the amounts recognized as of that date. Hence, the provisional amounts of the identified assets and liabilitieswere adjusted retrospectively to reflect the new information obtained. As a result, intangible assets relating to land and dormitory use rightsamounting to $25,521,000 were recognized as at 30 June 2012, with a corresponding amortization charge of $1,235,000 included in theincome statement for the period from 1 April to 30 June 2012, and $412,000 for the period from 1 January to 31 March 2012. The provisionalgoodwill on acquisition amounted to $3,108,000.

In Q3 FY2012, the PPA exercise is in the finalisation stage and the Group has revised the provisional amount of identifiable assets and liabilitiesto reflect the latest development. Following the revision of the provisional fair value of the identifiable assets acquired and liabilities assumed andthe subsequent adjustment to the purchase consideration, the provisional negative goodwill on acquisition amounted to $28,000 as of 30 Sep2012.

In Q4 FY2012, the PPA exercise was finalised. The above results show the finalised position of DIPL.

Centurion

of 21

ACQUISITION OF WESTLITE DORMITORY (CEMERLANG) SDN BHD (FORMERLY KNOWN AS GALLERY CONNECTION SDN BHD)


$ '000

Cash and cash equivalents - *



Total assets 1,019


Loans from shareholders (949)

Total liabilities (958)

Identifiable net assets 61

Consideration paid for 100% equity interest 61

* Less than $1,000

$ '000

Cash paid 1,010

Less: cash and cash equivalents in subsidiary acquired -

Net cash outflow on acquisition 1,010

On 12 Apr 2012, the Group acquired 100% equity interest in Westlite Dormitory (Cemerlang) Sdn Bhd which is the registered proprietor of apiece of land located at Ulu Tiram, Johor Bahru, Malaysia and a dormitory under renovation. It has a capacity of 1,600 beds. Consequently,Westlite Dormitory (Cemerlang) Sdn Bhd became a subsidiary of the Group.

The acquisition was accounted for as an acquisition of assets. The total consideration was allocated to the identifiable assets acquired andliabilities assumed based on their relative fair values as follows :

b) Subsequent to the acquisition, the Group repaid the loan to the previous shareholders. The effects of the acquisition of subsidiaries on thecash flows of the Group for the financial year ended 31 December 2012 were as follows :

Centurion

of 21

ACQUISITION OF WESTLITE DORMITORY (TAMPOI) SDN BHD (FORMERLY KNOWN AS APPROACH IMPACT SDN BHD)


$ '000



Total assets 4,879




Net identifiable assets 74


$ '000

Cash paid 4,872



On 30 May 2012, the Group acquired 100% equity interest in Westlite Dormitory (Tampoi) Sdn Bhd which is the owner of a piece of land atTampoi, Malaysia. Consequently, Westlite Dormitory (Tampoi) Sdn Bhd became a subsidiary of the Group.



Centurion

of 21

ACQUISITION OF WESTLITE DORMITORY (PASIR GUDANG) SDN BHD (FORMERLY KNOWN AS DUKE DORMITORY

MANAGEMENT SDN BHD)


$ '000




Investment property 978

Total assets 1,334




Net identifiable assets 40


$ '000

Cash paid 1,104



On 22 October 2012, the Group acquired 100% equity interest in Westlite Dormitory (Pasir Gudang) Sdn Bhd which is the owner of two adjacentplots of land with the buildings erected thereon within the residential enclove of Pasir Gudang in Johor Bahru, Malaysia. Consequently, WestliteDormitory (Pasir Gudang) Sdn Bhd became a subsidiary of the Group.



Centurion

of 21

ACQUISITION OF WESTLITE DORMITORY (SENAI) SDN BHD (FORMERLY KNOWN AS BRAVE PRIVILEGE SDN BHD)


$ '000

Cash and cash equivalents -


Total assets 1,641




Net identifiable assets -

Consideration paid for 100% equity interest -

* Less than $1,000

$ '000

Cash paid 1,639

Less: cash and cash equivalents in subsidiary acquired -


On 11 December 2012, the Group acquired 100% equity interest in Westlite Dormitory (Senai) Sdn Bhd which is the owner of a piece of land atSenai, Malaysia. Consequently, Westlite Dormitory (Senai) Sdn Bhd became a subsidiary of the Group.



Centurion

of 21

1(b)(i)

31 Dec 12 31 Dec 11 31 Dec 11

$ '000 $ '000 $ '000

Current assets

Cash and cash equivalents 41,027 38,584 18,644

Trade and other receivables 14,065 18,829 13,404

Current income tax recoverable 203 - -

Inventories 1,592 2,497 -

Other current assets 1,651 1,868 778

58,538 61,778 32,826

Non-current assets

Trade and other receivables - 9,550 152,620

Financial assets, available-for-sale 4,250 4,281 4,281

Investments in associated companies 1,363 1,364 1,298

Investments in joint venture 4,255 4,614 -

Investments in subsidiaries - - 11,326

Investment properties 120,534 70,190 -

Deferred income tax assets 91 - - -

Property, plant & equipment 12,983 10,681 112

Intangible assets 21,676 64 -

165,152 100,744 169,637

Total assets 223,690 162,522 202,463

Current liabilities

Trade and other payables (26,186) (18,392) (2,058)

Current income tax liabilities (6,253) (2,652) (375)

Borrowings (11,877) (3,697) (3)

(44,316) (24,741) (2,436)

Non-current liabilities

Borrowings (64,123) (34,022) -

Other payables (929) (1,940) (511)

Deferred income tax liabilities (4,399) (807) (59)

(69,451) (36,769) (570)

Total liabilities (113,767) (61,510) (3,006)

Net assets 109,923 101,012 199,457

Equity

Share capital 89,431 89,431 200,742

Other reserves 15,482 17,171 269

Accumulated (losses) / retained earnings 1,308 (5,565) (1,554)

106,221 101,037 199,457

Non-Controlling Interest 3,702 (25) -

Total equity 109,923 101,012 199,457

Total borrowings 76,000 37,719

Gearing ratio * 41% 27%

Gearing ratio (adjusted)** 28% 17%

*

**

-

(2,198)

-

-

9,946

116

176,353

4,250

1,298

12,085

-

206,080

(29)

-

-

-

(1,904)

191,963

(29)

-

200,742

238

5,100

206,080

(2,227)

24

Group

31 Dec 12

$ '000

Company

16,344

4,235

-

206,080

208,307

(294)

The gearing ratio (adjusted) is computed as total borrowings divided by total capital. Total capital is calculated as total borrowings plusrevalued net asset value (“RNAV”). RNAV is the aggregate of net assets of the Group as at 31 December 2012 and the notional surplus arisingfrom the revaluation of the investment property located at Toh Guan Road East on a redevelopment basis of $140 million (2011: $138 million) asat 31 December 2012 based on valuation made by external independent professional valuer. The notional surplus is not recorded in the financialstatements but is used only for the computation of the gearing ratio (adjusted).

The gearing ratio is computed as total borrowings divided by total capital. Total capital is calculated as total borrowings plus net assets.

Centurion

of 21

1(b)(ii) Group's borrowings and debt securities

(a) Amount repayable in one year or less, or on demand

As at

31 Dec 12

As at

31 Dec 11

$'000 $'000

Secured 11,874 3,587

Unsecured 3 110

Sub-Total 11,877 3,697

(b) Amount repayable after one year

As at

31 Dec 12

As at

31 Dec 11

$'000 $'000

Secured 64,123 34,022

Unsecured - -

Sub-Total 64,123 34,022

Total Debt 76,000 37,719

(c) Details of any collateral

The Group's secured borrowings includes bank borrowings and lease liabilities. The borrowings are secured by fixed charges over theinvestment properties and certain property, plant and equipment of the subsidiaries.

Centurion

of 21

1 (c) Consolidated Cash Flow Statement

2012 2011 2012 2011

$ '000 $ '000 $ '000 $ '000

Cash flows from operating activities

Net profit 2,910 1,716 9,496 (6,162)

Adjustment for:

Tax expense 844 330 3,166 1,493

Depreciation and amortisation 3,981 1,240 13,170 3,034

Allowance for impairment of trade and other receivables 82 2 299 14

Net loss from sale of property, plant and equipment 25 83 32 71

Impairment of property, plant and equipment - 14 - 214

Interest income (61) (19) (353) (94)

Dividend income (53) (54) (206) (91)

Interest expense 444 133 1,980 847

Share of loss of associated companies and joint venture (net) 54 627 318 673

(Negative goodwill) / goodwill written off (30) - (30) 12,967

Impairment of financial assets, available-for-sale - 250 - 250

Currency translation differences (185) 83 (26) 4

Operating cash flow before working capital changes 8,011 4,405 27,846 13,220

Changes in operating assets and liabilities,

Inventories 399 1,170 939 867

Trade and other receivables 2,654 (967) 6,639 (2,936)

Other current assets 871 (41) 290 (70)

Trade and other payables (1,060) 766 (445) 1,100

Cash generated from operations 10,875 5,333 35,269 12,181

Income tax paid - net (268) (156) (3,351) (1,528)

Net cash provided by operating activities 10,607 5,177 31,918 10,653

Cash flows from investing activities

Proceeds from sale of property, plant and equipment - 368 67 434

Proceeds from disposal of shares in an associated company - 2 - 2

Purchase of investment property (3,629) (2,696) (17,251) (9,948)

Purchase of property, plant and equipment (368) (213) (3,338) (267)

Acquisition of interest in subsidiaries, net of cash acquired 465 (2,320) (43,408) (2,320)

Acquisition of additional interest in a subsidiary - - (3,328) -

Loan repaid from / (disbursed to) joint venture 9,550 (2,158) 9,550 (2,158)

Interest received 61 19 353 94

Dividend received 53 54 206 91

Net cash received from reverse acquisition - - - 16,935

Short term deposits (charged) / released as security from bank - (13) 1,568 (13)

Short term deposits charged - - (3,744) -

Net cash provided by / (used in) investing activities 6,132 (6,957) (59,325) 2,850

Cash flows from financing activities

Proceeds from borrowings 4,693 (25) 44,389 6,723

Repayment of borrowings (2,363) (914) (9,951) (3,527)

Interest paid (444) (133) (1,980) (847)

Dividends paid to shareholders - (2,500) (2,268) (2,500)

Dividends paid in relation to pre-completion dividends - - (1,095) -

Dividends paid to non-controlling interest of a subsidiary (1,050) - (1,050) -

Proceeds from issuance of compliance placement shares - 21,000 - 21,000

Share issue expense - (1,008) - (1,008)

Cash provided by non-controlling Interest - 622 - 622

Net cash provided by financing activities 836 17,042 28,045 20,463

Net (decrease) / increase in cash and cash equivalents held 17,575 15,262 638 33,966

Cash and cash equivalents at beginning of the period 19,739 21,607 36,906 2,903

Effects of exchange rate changes on cash and cash equivalents (34) 37 (264) 37

Cash and cash equivalents at end of the year 37,280 36,906 37,280 36,906

Twelve Months

ended 31 December

Fourth Quarter

ended 31 December

Centurion

of 21

* The consolidated cash and cash equivalents comprise the following:

Cash and bank balances 41,027 38,584 41,027 38,584

Bank overdraft (3) (110) (3) (110)

Short-term bank deposits charged as security to bank - (1,568) - (1,568)

Short-term bank deposits charged (3,744) - (3,744) -

37,280 36,906 37,280 36,906

1(d)(i) Statement of Changes in Equity

As at 31 December 2012 vs 31 December 2011

Share Capital Retained Total

GROUP Capital Reserves Earnings Equity

2012 $'000 $'000 $'000 $'000 $'000

89,431 17,171 (5,565) 101,012

- - (2,268) (2,268)

- - - (1,050)

- - - 4,397

- - - 25

- (1,689) 9,141 7,807

89,431 15,482 1,308 109,923

Share Other Retained Total

GROUP Capital Reserves Earnings Equity

2011 $'000 $'000 $'000 $'000 $'000

1,000 - 4,184 5,184

53,639 - - 53,639

14,800 - - 14,800

Compliance placement of new shares 21,000 21,000

- - (3,595) (3,595)

(1,008) - - (1,008)

- 17,095 - 17,095

(17) (17)

- 76 (6,154) (6,086)

89,431 17,171 (5,565) 101,012

Reverse acquisition of the Centurion Corp Group 53,639

Issuance of shares to acquire LBCM Group

Pre-completion dividends payable to former shareholders of Westlite

(6,078)

101,037

(3,595)

14,800

(1,008)

17,095

5,184

Equity

$'000

Total

Balance as at 31 Dec 2011

Total comprehensive income / (expense) for the year

Total comprehensive (expense) / income for the year

Adjustment on acquisition of additional shares in a subsidiary from minority shareholder

Acquisition of a subsidiary

Share issuance expenses

Shareholders' contributions

Balance as at 1 Jan 2012

Dividends relating to FY2012 interim paid

Non-controlling interest share in a subsidiary

Dividends paid to non-controlling interest of a subsidiary


Attributable to equity holders of the Company


7,452

-

(25)

-

-

(8)

-

-

(25)

Equity

Non-Controlling

Interest

Total

4,397

-

25

(2,268)

-

101,037

$'000

Non-Controlling

Interest

21,000

3,702

- (1,050)

-

355

-

106,221

Centurion

of 21

Share Other Retained

COMPANY Capital Reserves Earnings

2012 $'000 $'000 $'000

200,742 269 (1,553)

- - (2,268)

- (31) 8,921

200,742 238 5,100

Share Other Retained

COMPANY Capital Reserves Earnings

2011 $'000 $'000 $'000

40,194 11 3,898

Dividends relating to 2010 paid - - (1,812)

125,756 - -

14,800 - -

21,000

(1,008) - -

- 258 (3,640)

200,742 269 (1,554)

1(d)(ii)

1(d)(iii)

31 Dec 12

Total number of issued shares excluding treasury shares 756,060,841

1(d)(iv)

2

The figures have not been audited or reviewed by the Company's auditors.

Share issuance expenses (1,008)

Issuance of shares to acquire Westlite 125,756

Issuance of shares to acquire LBCM Group 14,800

Compliance placement of new shares

31 Dec 11

756,060,841

(3,382)

199,457

(1,812)

21,000


(2,268)

$'000

Total

199,458

44,103

Total

8,890

$'000

206,080



Total comprehensive income / (expense) for the year

Dividends relating to interim paid

Total comprehensive (expense) / income for the year


Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, 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.

Whether the figures have been audited, or reviewed and in accordance with which auditing standard or practice.

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.

A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial

period reported on.

Not applicable. There were no treasury shares during the current financial year reported on.

There were no changes in the Company's issued share capital.

The Company does not have any outstanding convertibles and treasury shares as at 31 December 2012 and 31 December 2011.

Centurion

of 21

3

Not applicable.

4

5

6

2012 2011 2012 2011

(a) 0.38 cent 0.23 cent 1.21 cent (1.14) cent

(b) On a fully diluted basis 0.38 cent 0.23 cent 1.21 cent (1.14) cent

Note:

7

31 Dec 12 31 Dec 11 31 Dec 11

Net asset value per ordinary share 14.05 cents 13.36 cents 26.38 cents

Revalued net asset value* per ordinary share 25.4 cents 24.24 cents - -

Note

*

Based on weighted average number of ordinary shares on issue

Fourth Quarter ended

31 December

Twelve Months ended

31 December

27.26 cents

Group

31 Dec 12

Company

Group

The Group has applied the same accounting policies and methods of computation in the preparation of the financial statements for the currentreporting year compared with the audited financial statements as at 31 December 2011.

The Group and Company net asset per ordinary share is calculated based on existing issued share capital of 756,060,841 (2011: 756,060,841)ordinary shares.

Revalued net asset value ("RNAV") is the aggregate of net assets of the Group as at 31 December 2012 and the surplus arising from therevaluation of the investment property located at Toh Guan Road East on a redevelopment basis of $140 million (2011: $138 million) as at 31December 2012 based on valuation made by external independent professional valuer.

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.

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.

Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial

statements have been applied.

Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of matter).

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 period reported on; and

(b) immediately preceding financial year.

There are no significant changes in the Group's accounting policies and method of computation.

The earnings / (loss) per share for twelve months ended 31 December 2012 is calculated based on weighted average number of ordinary sharesin issue of 756,060,841 (2011 : 542,022,099) ordinary shares.

The earnings / (loss) per share for fourth quarter ended 31 December 2012 is calculated based on weighted average number of ordinary sharesin issue of 756,060,841 (2011 : 739,394,453) ordinary shares.

Centurion

of 21

8 Group Performance Review

On 1 August 2011, the Company completed its acquisition of Westlite Dormitory (Toh Guan) Pte Ltd, formerly known as Centurion Dormitory(Westlite) Pte Ltd, (“Westlite”) via a reverse acquisition exercise. In accordance with FRS 103, the Group’s consolidated financial statementswere prepared as a continuation of Westlite’s financial statements. As such, FY 2011 financial results comprised the financial results of Westlitefor the period from 1 January to 31 December 2011 and results of Centurion Corp Group and LBCM Group for the period 1 August to 31December 2011, while FY 2012 financial results included twelve months financial results of the enlarged group (“the Group”) respectively.

Fourth quarter review - Q4 FY2012 vs Q4 FY2011

In Q4 2012, the Group recorded a revenue of S$17.56 million, an increase of S$3.63 million or 26% from Q4 2011. The Group’s DormitoryBusiness turnover grew by approximately S$7.2 million or 209% quarter-on-quarter due to the expansion and acquisition of dormitory assets inFY2012. The turnover attributable to the Group’s Optical Disc Business however decreased by S$3.5 million or 34% due to weaker demand formedia storage products as compared to the corresponding quarter last year.

The Group’s overall gross profit improved by 22% or S$1.29 million from S$5.82 million in Q4 2011 to S$7.11 million in Q4 2012. Gross profit forthe Dormitory Business has accordingly improved by S$1.87 million due to the increase in turnover. Despite a 34% reduction in turnover for theGroup’s Optical Disc Business, gross profits fell by only S$0.58 million or 16% due to the sales of higher margin products, reduced depreciationand better-managed direct labour cost. Gross profits for the Dormitory and Optical Disc Businesses for Q4 2012 stood at S$4.47 million andS$2.64 million respectively.

Miscellaneous gains of S$0.70 million for Q4 2012 consisted mainly of other rental, interest and dividend income.

The Group’s distribution cost for Q4 2012 was reduced by S$0.19 million. This was in line with the reduction in optical disc sales in Q4 2012. The Group’s administrative expenses for Q4 2012 increased by S$0.47 million, primarily due to an increase in salary costs and professional feesassociated with the expansion of its Dormitory Business.

Finance expenses increased on higher borrowings for the acquisition of new dormitories during the year.

The Group’s net profit grew by 70% from S$1.72 million for Q4 2011 to S$2.91 million for Q4 2012. The Group’s Dormitory and Optical DiscBusinesses account for S$1.81 million and S$1.10 million of the net profit respectively.

Twelve Months Review - 12M FY2012 vs 12M FY2011

The Group’s revenue doubled from S$30.04 million in FY2011 to S$65.23 million in FY2012. This increase of S$35.19 million was attributable tothe following:

(a) an increase of S$10.80 million due to the inclusion of twelve months’ revenue from the Group’s Optical Disc Business in FY2012 as opposedto only five months’ revenue inclusion in FY2011; and

(b) an increase of S$24.39 million due to the contributions from the new dormitories acquired during the year and an increase in dormitory rentalrates at Westlite Dormitory (Toh Guan) Pte Ltd.

Accordingly, gross profit for FY2012 improved by S$11.07 million or 76% in comparison with FY2011. Miscellaneous gains of S$2.24 million for FY2012, which include twelve months results from the Group Optical Business, consisted mainly ofother rental, interest and dividend income. The $0.65 million for FY2011 included only five months of the Optical Disc Business.

The other expenses in FY2011 was largely due to the one-off impairment charge of S$12.97 million made on goodwill that arose as a result of thefull impairment of the reverse acquisition accounting recognised in Q3 2011.

Distribution cost of S$2.01 million for FY2012 was mainly attributable to the sales and marketing expenses of the Group’s Optical Disc Businessfor twelve months’ of operation as compared to only five months of the Group’s Optical Disc Business distribution cost of S$1.06 million includedfor FY2011. Distribution cost incurred has effectively reduced which is in line with the reduction in sales.

Administrative cost for FY2012 rose by S$6.6 million. The additional 7 months of optical disc operations accounted in FY2012 accounts for$3.89 million of this increase compared to FY2011. The remaining administrative cost increase was attributed to expenses incurred in theacquisition of new dormitories and expansion of the Group’s Dormitory Business.

Finance expenses grew in line with the increased borrowings made by the Group to finance its acquisitions.

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.

Centurion

of 21

The share of losses from associated companies and joint venture activities of S$0.32 million was mainly due to the marketing costs incurred inthe sales of factory units by Lian Beng-Centurion (Mandai) Group (“Joint Venture”). Revenue from the sales of these factory units will berecognised by the Joint Venture when the development is completed.

As a result of the above, the Group posted net profit of S$9.50 million for FY2012, compared to a loss of S$6.16 million (or adjusted net profit ofS$6.91 million, excluding the one-off goodwill impairment amounting to S$12.97 million and one-off reverse acquisition expense of S$0.1 million)in FY2011. The Group’s Dormitory and Optical Disc Businesses contributed approximately S$7.95 million and S$1.55 million to the overall netprofit respectively.

Review of Group balance sheet

Trade and other receivables (current and non-current) were reduced to S$14.07 million. This is mainly due to a S$9.55 million loan repaymentcarried out by the Joint Venture during the year. The sales decline in the Optical Disc Business for Q4 2012 accounts for the remaining decreasein trade receivables for FY2012.

The increase of S$50.34 million in investment property and S$2.30 million in property, plant and equipment were mainly attributed to theacquisition and development of dormitory projects in Singapore, Malaysia and Australia.

Intangible assets of S$21.67 million arose primarily from the purchase price allocation exercise carried out to assess the fair values of the netidentifiable assets of acquisitions in accordance with FRS 103, “Business Combinations”.

The increases in trade and other payables, current, and deferred income tax liabilities were largely due mainly to the acquisition of WestliteDormitory (Tuas) in Singapore and commencement of operations at the Group’s dormitories located in Malaysia.

Increase in borrowings of S$38.28 million in FY2012, was due mainly to bank loans obtained to finance the Group’s dormitory acquisitions duringthe year. The gearing ratio, adjusted for the revaluation of the investment property located at Toh Guan Road East, stood at a comfortable 28%as at 31 December 2012.

Review of Company Balance Sheet

Trade and other receivables (current and non-current) at the company level increased by S$22.41 million due to the loans made to a subsidiary toacquire dormitory assets. This caused a corresponding fall in cash and cash equivalents as at 31 December 2012.

Review of Cash Flow Statement

The Group generated positive net cash of S$31.92 million from its operating activities for FY2012. This is an improvement of S$21.27 million fromS$10.65 million in FY2011.

The net cash used in investing activities of S$59.33 million for FY2012 is mainly attributable to the acquisition of interest in subsidiaries.

Net cash of S$28.05 million generated for FY2012 from financing activities stemmed mainly from proceeds obtained from borrowings.

As a result of the above, the Group recorded a net gain in cash and cash equivalents of S$0.64 million for FY2012.

Centurion

of 21

9

Allocated Utilization Remarks

$2.2 million $2.2 million



10

Total Proceeds

Dormitories in Malaysia & Australia (b) Dormitory acquisition / Development

(a) Mandai Land

Intended of Use

The Company has disclosed in the Circular dated 30 June 2011 on Page 24 that the Westlite Vendors have provided a Profit Warranty that theaggregate Net Profit After Tax (“NPAT”) of Westlite for FY2011 and FY2012, after adjusted for the Excluded NPAT (as defined in the Circular),shall be at least $10.2 million. The aggregate NPAT of Westlite for FY2011 and FY2012 has exceeded $10.2 million, in line with the prospectstatement disclosed in the Circular.

Compliance Placement Proceeds Updates

The Company had disclosed in its Offer Information Statement (“OIS”) dated 13 September 2011, on page 13 item 3, the intended use of the netproceeds from the Placement of 100 million shares. On 11 May 2012, the Company had made an announcement for the change of use of theproceeds from the said Placement.

The following table provides a status update on the utilization of the net proceeds as at 31 December 2012.

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.

Dormitory Business

The Group’s Dormitory Business is expected to remain robust. Backed by the strong demand for workers accommodation in Singapore, the twooperating dormitories in Tuas and Toh Guan (in aggregate of approximately 13,000 beds) are expected to retain their high occupancy rates. Theyare also expected to benefit from market adjustments in rental rates. The upgrading works at Toh Guan dormitory to enhance its facilities andincrease its bed capacity to 8,000 beds is on track with completion expected at the end of FY2013.

The Group’s third dormitory in Singapore at Mandai, in which the Group has a 45% interest, is expected to complete construction anddevelopment works within FY2013 over two phases. The dormitory is expected to commence operations in Q2 2013 with an initial capacity of4,750 beds for phase 1. Capacity is expected to increase to 6,290 beds in Q4 2013 for phase 2.

Revenue from the sales of factory units at Mandai will be recognised by the Joint Venture when development of the units are completed. Thedevelopment expects to receive a temporary occupancy permit towards the end of FY2013.

In Malaysia, the Group currently has four operational dormitories in Johor with two having only commenced operations in Q4 2012. The Groupexpects a steady growth in occupancy levels, contributing positively to profitability in FY2013. The Group’s dormitory in Senai, Johor, is currentlyundergoing construction, and is expected to commence operations in Q2 2013.

The Group had announced on 6 September 2012 that it had acquired land (“Land”) in Port Hedland, Western Australia with the intent to developaccommodation for workers, business executives and visitors in the Pilbara region’s mining industry. The Land is within an Rezoning AmendmentScheme which the Port Hedland Councils (“TOPH”) had adopted to rezone the Land to “Mixed Business” and for use as short-stayaccommodation ("Rezoning"). This Rezoning, as announced, is subject to further approvals from the relevant authorities. Recently, TOPH hadreceived an objection from the Australian Environment Protection Authority (“EPA”) with regards to the Rezoning. Despite an objection from theEPA, the Group understands that local planning authorities at Port Hedland will be reiterating its support for the project, and present its argumentsto the relevant authority. This is part of the due process in re-zoning the Land which is currently ongoing and the Group will provide furtherupdates as they develop.

In accordance with its expansion plans, the Group continues to actively seek and explore acquisition opportunities both in Singapore andoverseas.

Optical Disc Business

The operating environment for the Group’s Optical Disc Business is likely to remain challenging with reduced market demand for physical storagemedia. The Group will carefully calibrate its factory capacity according to demand, and exercise prudent cost management strategies to ensurethat the business continues to contribute positively to overall profitability and generate healthy cash flows to meet the Group’s expansion needs.

Where a forecast, or a prospect statement has been previously disclosed to shareholders, any variance between it and the actual

results.

Centurion

of 21

11 Dividend

(a) Current Financial Period Reported On

Any dividend declared for the current financial period reported on ?

Name of Dividend: Interim dividend Proposed 2nd and final dividend

Dividend Type: Cash Cash

Dividend Amount per Share (in cents) 0.3 cent per ordinary share 0.4 cent per ordinary share

Tax Rate: 1-tier Tax-exempt 1-tier Tax-exempt

(b) Corresponding Period of the Immediately Preceding Financial Year

Any dividend declared for the corresponding period of the immediately preceding financial year ?

None

(c) Date Payable

To be advised

(d) Books Closure Date

To be advised

12

Not applicable

If no dividend has been declared / recommended, a statement to that effect.

Centurion

of 21

13

Primary reporting format - geographical segments by location of assets

Dormitory Intersegment

Asia Australia eliminations Group

Year ended 31 December 2012 $'000 $'000 $'000 $'000 $'000

External sales 12,683 15,167 37,381 - 65,231

Inter-segment sales 1,391 - 2 (1,393) -

14,074 15,167 37,383 (1,393) 65,231

Segment results / operating profit / (loss) (224) 1,051 13,574 - 14,401

Finance expense (17) (5) (1,958) - (1,980)

Interest income 353

Dividend income 206

Share of loss of associated companies / joint venture (318)

Profit before tax 12,662

Income tax expense (3,166) Net profit 9,496

Segment assets 18,838 11,935 156,452 - 187,225

Short-term bank deposits 26,303

Financial assets, available-for-sale 4,250

Tax recoverable 203

Deferred income tax assets 91

Investments in associated companies 1,363

Investments in joint venture 4,255

Consolidated total assets 223,690

Segment liabilities 5,908 3,957 17,250 - 27,115

Borrowings 22 - 75,978 - 76,000

Current income tax liabilities 6,253

Deferred income tax liabilities 4,399

Consolidated total liabilities 113,767

Capital expenditure 1,521 371 18,697 - 20,589

Depreciation 1,667 950 6,437 - 9,054

Amortisation - - 4,116 4,116

Optical

PART II - ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT

Segmented revenue and results for business or geographical 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.

Centurion

of 21

Dormitory Intersegment

Asia Australia eliminations Group

Year ended 31 December 2011 $'000 $'000 $'000 $'000 $'000

External sales 7,996 9,887 12,987 - 30,870

Inter-segment sales (826) - - - (826)

7,170 9,887 12,987 - 30,044

Segment results / operating profit 165 1,096 8,483 - 9,744

Finance expense (10) (3) (834) - (847)

Impairment of goodwill (12,967)

Cost relating to RTO Exercise (111)

Interest income 94

Dividend income 91

Share of loss of associated companies / joint venture (673)

Loss before tax (4,669)

Income tax expense (1,493) Net loss (6,162)

Segment assets 24,953 16,418 83,716 - 125,087

Short-term bank deposits 27,170

Financial assets, available-for-sale 4,281

Current income tax recoverable 6

Investments in associated companies 1,364

Investments in joint venture 4,614

Consolidated total assets 162,522

Segment liabilities 7,889 5,003 7,440 - 20,332

Borrowings 260 - 37,459 - 37,719

Current income tax liabilities 2,652

Deferred income tax liabilities 807

Consolidated total liabilities 61,510

Capital expenditure 138 76 14,349 - 14,563

Depreciation 794 669 1,571 - 3,034

Amortisation - -

14

As explained in note 8

15 Sales and Profit Breakdown

2012 2011 + /( - )

$ '000 $ '000 %

Group Group Group

15 (a) Sales reported for first half year 30,005 6,258 379

15 (b) Profit after tax before minority interest 3,850 3,084 25

reported for first half year

15 (c) Sales reported for second half year 35,226 23,786 48

15 (d) Profit / (loss) after tax before minority interest 5,646 (9,246) N/M

reported for second half year

Optical

In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or

geographical segments.

Centurion

of 21

16

2012 2011

$'000 $'000

Ordinary shares 5,292 -

Preference - -

Total 5,292 -

17 Interested Person Transactions ("IPTs")

18

Age

50

53

BY ORDER OF THE BOARD

Kong Chee Min

Executive Director

26 February 2013

Name

Human Resources / Admin Manager.

Responsible for personnel issues and admin aspects since 1995.

Family relationship with any

director and/or substantial

shareholder

Current position and duties,

and the year the position was

held

NilTony Bin Hee Din

Sister of Lee Kerk Chong, Executive Director of the Company.

Brother-in-law of Loh Kim Kang, David, a Substantial Shareholder of the Company.

Appointed as Executive Director on 1 August 2011.

NilLee Geok Ing

Details of changes in

duties and position held,

if any during the year

A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year.

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(13) in the format below. If there are no such

persons, the issuer must make an appropriate negative statement.

The Company does not have a shareholders' mandate for interested person transactions.

Centurion

of 21

2012 fourth quarter and twelve months financial statement...

Documents