FSA GROUP LIMITED — Interim / Quarterly Report 2012

Feb 23, 2012

Appendix 4D

Half yearly report

FSA Group Limited

ABN Half year ended (‘current reporting period’) 98 093 855 791 31 December 2011 2.0 Results for announcement to the market	Half year ended (‘current reporting period’)	‘Previous corresponding period’ 31 December 2010 $A'000
	31 December 2011	31 December 2010
2.1 Revenue from ordinary activities (net of finance expense) up 4.7% To 28,568 2.2 Profit from ordinary activities after tax attributable to members down 6.4% To 3,719 2.3 Net profit for the period attributable to members down 6.4% To 3,719 2.4 Dividends Interim dividend declared on 24 February 2012 and payable 20 March 2012 of 0.65 cents per share (fully franked) 2.5 Record date for determining entitlements to the interim dividend 6 March 2012 2.6 For an explanation of the figures in 2.1 to 2.4 above, refer to the “Results and Review of Operations” contained in the Directors’ Report which forms part of the financial statements.

3.0 Net tangible assets per ordinary security	Current reporting period	Previous corresponding period
Net tangible assets per ordinary security, after adjusting for Non- controllinginterests	36.4 cents	31.3 cents
		Notes
4. Details of the entities over which control has been gained or lost during the period		Not applicable
5. Dividends
Total dividends paid		See Note 7
6. Dividend reinvestment plans
There are no dividend reinvestment plans.
7. Associates and joint ventures		See Note 5
8. Foreign entities
There are no foreign entities
9. Independent audit report or review		See Page 14

FSA GROUP LTD

ABN 98 093 855 791

Interim Financial Statements

31 December 2011

FSA GROUP LIMITED DIRECTORS' REPORT 31 DECEMBER 2011

The directors submit their report for the half-year ended 31 December 2011, together with the half year financial statements for FSA Group Limited (“FSA Group”) consisting of FSA Group Limited and the entities it controlled for the half year ended 31 December 2011.

DIRECTORS

The names of the directors of FSA Group Limited (“FSA Group”) in office during the half-year and until the date of this report are shown below.

Sam Doumany (Non-Executive Chairman) Tim Odillo Maher (Executive Director) Deborah Southon (Executive Director) Stan Kalinko (Non-Executive Director) Sally Herman (Non-Executive Director)

RESULTS AND REVIEW OF OPERATIONS

Principal activities

The principal activities of FSA Group are the provision of debt solutions and direct lending services to individuals and businesses.

Operating Results

FSA Group’s profit after tax attributable to members (now termed “comprehensive income attributable to owners of the parent”) for the half year ended 31 December 2011 was $3.7m (31 December 2010: $4.0m).

The key indicators compared to the previous corresponding period are:

• Revenue and income (net of finance expense) of $28.6m up 4.7%

• Profit before income tax expense of $6.6m down 6.8%

• Profit after income tax expense attributable to members of $3.7m down 6.4%

• Net tangible asset backing per share of 36.4 cents up 16.3%

• Basic earnings per share of 2.69 cents down 6.9%

Dividends

The directors have declared on 24 February 2012 an interim fully franked dividend of 0.65 cents per share, with a record date of 6 March 2012 and payable on 20 March 2012.

Overview

FSA Group is Australia’s largest provider of debt solutions. The business operates across the following key segments, Services, Home Loans and Small Business. The profitability of each segment is as follows:

Profitability	31 Dec 10 31 Dec 11 %
Services	$3.9m $5.0m Up30%
Home loans	$2.2m $2.1m Down 4%
Small business	$1.2m ($0.6m) Down 151%
Other	($0.1m) $0.1m -
Profit before income tax expense	$7.1m $6.6m Down 7%
Profit after tax attributable to members	$4.0m $3.7m Down 6%

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FSA GROUP LIMITED DIRECTORS' REPORT 31 DECEMBER 2011 Continued

Operational Performance

Services

FSA Group offers a range of simple and convenient services to assist clients wishing to enter into a payment arrangement with their creditors. These services include informal arrangements, debt agreements, personal insolvency agreements and bankruptcy.

FSA Group is the largest provider of debt agreements with around 50% market share and is one of the largest providers of personal insolvency agreements and bankruptcy in the country.

New client numbers during the first half of the 2012 financial year were as follows:

New Client Numbers	31 Dec 10 vs. 31 Dec 11
Debt agreements	Down 2%
Personal insolvencyagreements and bankruptcy	Up40%

FSA Group’s arrears and risk management capabilities are a competitive advantage. FSA Group manages over $280m of unsecured debt under debt agreements. During the first half of the 2012 financial year FSA Group paid $34.6m in dividends to creditors which was an increase of 16% when compared to the previous corresponding period.

Home Loans

FSA Group offers a range of simple and convenient products to assist clients with property wishing to consolidate their debt. FSA Group offers solutions both as a lender and manager of home loans. The nonconforming home loan market consists of lenders who provide loan products to an individual who is unlikely to conform to the lending criteria of the major banks.

FSA Group has firmly established a track record in non-conforming home loan lending. We have originated a high quality loan pool of over $235m which is outperforming those of our competitors. Greater than 30 day arrears increased to 2.77% at December 2011 compared to 2.38% at June 2011. This compares with competitor arrears of 10.38% as reported by the Standard & Poors Index at September 2011.

In July 2011 FSA Group announced that Bendigo and Adelaide Bank Limited had approved a three year $50m home loan funding facility. This facility supplements the Westpac facility. In August 2011 FSA Group announced that Westpac had increased its non-recourse home loan funding facility from $235m to $260m. The facility was also renewed for a further term until 15 October 2013.

Small Business

FSA Group offers a range of simple and convenient products and services to assist small business with cash flow management.

During the first half of the year, FSA Group reviewed the operations of this division and concluded that the greatest potential for growth and opportunity was in the provision of factoring finance. As a consequence the division was restructured and consulting services will, going forward, have limited application. This restructuring has resulted in a loss as consulting services were wound down.

FSA Group has established a track record in factoring finance. We have originated a high quality loan pool of around $16m. In January 2012 FSA Group announced Westpac had renewed its $25m limitedrecourse factoring finance funding facility for a further term until 31 July 2013.

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FSA GROUP LIMITED DIRECTORS' REPORT 31 DECEMBER 2011 Continued

Outlook

The market environment remains uncertain and consumer confidence is low. Consumer debt levels are however at a record high and demand for our products and services is steady.

We are continuing with our vision to build a range of accessible solutions which support our clients throughout their entire financial lifecycle. To achieve this we will continue to invest in expanding FSA Group’s products and services. This will enable us to leverage our existing client base and grow the pool of clients we can assist going forward.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in the state of affairs of the FSA Group during the half-year ended 31 December 2011.

AUDITOR’S INDEPENDENCE DECLARATION

The auditor’s independence declaration under Section 307C is attached to this financial report on page 4.

Signed in accordance with a resolution of directors made pursuant to section 306(3) of the Corporations Act, on behalf of the board of directors.

Tim Odillo Maher Director Sydney 24 February 2012

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FSA Group Limited

Condensed consolidated statement of comprehensive income

For the six months ended 31 December 2011 Note Revenue and income Fees from services Finance income Finance expenses Net finance income Other (losses)/gains Total revenue and other income net of finance expense Share of profits of an associate using the equity accounting method 5 Marketing expenses Administrative expenses Operating expenses Profit before income tax expense Income tax expense Total comprehensive income for the period Profit for the period & total comprehensive income for the period attributable to: Non-controlling interest Owners of the parent Basic earnings per share (cents per share) 6 Diluted earnings per share (cents per share) 6

CONSOLIDATED 31-Dec-11 31-Dec-10 $ $ 21,549,193 20,212,932

15,669,758

The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

5

FSA Group Limited

Condensed consolidated statement of financial position

As at 31 December 2011

Note Current assets Cash and cash equivalents Trade and other receivables Other assets Total current assets Non-current assets Trade and other receivables Investment in associates Plant and equipment Investment property Other financial assets Deferred tax assets Intangible assets Total non-current assets Assets financed by non-recourse liabilities Cash and cash equivalents Mortgage finance assets Total assets financed by non-recourse financial liabilities Total assets Current liabilities Trade and other payables Current tax liabilities Borrowings Provisions Total current liabilities Non-current liabilities Borrowings Provisions Deferred tax liabilities Total non-current liabilities Non-recourse financial liabilities Borrowings Total non-recourse financial liabilities Total liabilities Net assets Equity Share capital 8 Reserves Retained earnings Non-controlling interest Total equity	CONSOLIDATED 31-Dec-11 30-Jun-11 $ $ 11,177,622 9,413,356 40,929,058 36,618,162 964,815 891,090 53,071,495 46,922,608 29,406,308 27,856,932 66,864 63,975 368,848 405,003 297,018 301,547 600,420 600,420 332,710 213,760 3,457,262 3,502,277 34,529,430 32,943,914 12,087,517 7,394,118 233,516,931 228,964,764 245,604,448 236,358,882 333,205,373 316,225,404 10,320,554 10,519,345 793,844 1,409,212 2,900,580 841,313 680,043 812,435 14,695,021 13,582,305 18,554,028 16,246,220 405,654 343,055 12,342,238 10,624,047 31,301,920 27,213,322 230,150,771 220,865,314 230,150,771 220,865,314 276,147,712 261,660,941 57,057,661 54,564,463 11,292,534 11,692,255 753,556 745,831 41,621,837 39,285,112 3,389,734 2,841,265 57,057,661 54,564,463	CONSOLIDATED 31-Dec-11 30-Jun-11 $ $ 11,177,622 9,413,356 40,929,058 36,618,162 964,815 891,090 53,071,495 46,922,608 29,406,308 27,856,932 66,864 63,975 368,848 405,003 297,018 301,547 600,420 600,420 332,710 213,760 3,457,262 3,502,277 34,529,430 32,943,914 12,087,517 7,394,118 233,516,931 228,964,764 245,604,448 236,358,882 333,205,373 316,225,404 10,320,554 10,519,345 793,844 1,409,212 2,900,580 841,313 680,043 812,435 14,695,021 13,582,305 18,554,028 16,246,220 405,654 343,055 12,342,238 10,624,047 31,301,920 27,213,322 230,150,771 220,865,314 230,150,771 220,865,314 276,147,712 261,660,941 57,057,661 54,564,463 11,292,534 11,692,255 753,556 745,831 41,621,837 39,285,112 3,389,734 2,841,265 57,057,661 54,564,463
		46,922,608
		27,856,932 63,975 405,003 301,547 600,420 213,760 3,502,277
		32,943,914
		7,394,118 228,964,764
		236,358,882
		316,225,404
		10,519,345 1,409,212 841,313 812,435
		13,582,305
		16,246,220 343,055 10,624,047
		27,213,322
		220,865,314
		220,865,314
		261,660,941
		54,564,463
		11,692,255 745,831 39,285,112 2,841,265
		54,564,463

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

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FSA Group Limited

Condensed consolidated statement of cash flows

For the six months ended 31 December 2011 Note Cash flows from operating activities Receipts from customers and debtors Payments to suppliers and employees Interest received Interest and other costs of finance paid Cashflow from operations Net cash payments for institutional creditor distributions Income taxes paid Net cash flows provided by operating activities Cash flows from investing activities Acquisition of property, plant and equipment Acquisition of intangible assets Net Increase in specialty finance assets Net Decrease in bridging finance assets Net Increase in factoring finance assets Net Increase in other loans Net cash flows used in investing activities Cash flows from financing activities Distributions paid to minority interests Dividends to shareholders 7 Share buy-back 8 Net Proceeds from borrowings Net cash flows provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the half-year Cash and cash equivalents at the end of half-year Cash and cash equivalents at the end of the half year is represented by: Current assets Cash and cash equivalents Assets financed by non-recourse financial liabilities Cash and cash equivalents Total cash and cash equivalents at the end of the half year	CONSOLIDATED 31-Dec-11 31-Dec-10 $ $ 20,849,681 19,244,310 (20,284,739) (19,504,779) 12,462,217 11,040,670 (8,465,025) (7,311,714) 4,562,134 3,468,487 (477,495) (311,066) (932,044) (373,414) 3,152,595 2,784,007 (71,443) (94,952) (21,322) (94,694) (7,411,407) (19,147,366) 285,516 7,000 (330,481) (3,634,776) (409,500) - (7,958,637) (22,964,788) (444,894) (375,072) (1,382,538) - (399,721) - 13,490,860 23,250,409 11,263,707 22,875,337 6,457,665 2,694,556 16,807,474 13,999,970 23,265,139 16,694,526 11,177,622 8,369,546 12,087,517 8,324,980 23,265,139 16,694,526	CONSOLIDATED 31-Dec-11 31-Dec-10 $ $ 20,849,681 19,244,310 (20,284,739) (19,504,779) 12,462,217 11,040,670 (8,465,025) (7,311,714) 4,562,134 3,468,487 (477,495) (311,066) (932,044) (373,414) 3,152,595 2,784,007 (71,443) (94,952) (21,322) (94,694) (7,411,407) (19,147,366) 285,516 7,000 (330,481) (3,634,776) (409,500) - (7,958,637) (22,964,788) (444,894) (375,072) (1,382,538) - (399,721) - 13,490,860 23,250,409 11,263,707 22,875,337 6,457,665 2,694,556 16,807,474 13,999,970 23,265,139 16,694,526 11,177,622 8,369,546 12,087,517 8,324,980 23,265,139 16,694,526
		3,468,487 (311,066) (373,414)
		2,784,007
		(94,952) (94,694) (19,147,366) 7,000 (3,634,776) -
		(22,964,788)
		(375,072) - - 23,250,409
		22,875,337
		2,694,556 13,999,970
		16,694,526
		8,369,546 8,324,980 16,694,526

The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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FSA Group Limited

Condensed consolidated statement of changes in equity

For the six months ended 31 December 2011

At 1 July 2010 Total comprehensive income for the period Transactions with owners in their capacity as owners Share based payments expense Distributions to non-controlling interests At 31 December 2010 At 1 January 2011 Total comprehensive income for the period Transactions with owners in their capacity as owners Share based payments expense Distributions to non-controlling interests At 30 June 2011 At 1 July 2011 Total comprehensive income for the period Transactions with owners in their capacity as owners Share buy-back Share based payments expense Dividends to shareholders Distributions to non-controlling interests At 31 December 2011	Share capital Reserves Retained earnings Non- controlling interest Total $ $ $ $ $
	11,692,255 664,374 30,289,397 2,103,464 44,749,490 - - 3,974,567 1,124,652 5,099,219 - 28,386 - - 28,386 - - - (509,743) (509,743)
	11,692,255 692,760 34,263,964 2,718,373 49,367,352
	11,692,255 692,760 34,263,964 2,718,373 49,367,352 - - 5,021,148 895,224 5,916,372 - 53,071 - - 53,071 - - - (772,332) (772,332)
	11,692,255 745,831 39,285,112 2,841,265 54,564,463
	11,692,255 745,831 39,285,112 2,841,265 54,564,463 - - 3,719,263 983,743 4,703,006 (399,721) - - - (399,721) - 7,725 - - 7,725 - - (1,382,538) - (1,382,538) - - - (435,274) (435,274)
	11,292,534 753,556 41,621,837 3,389,734 57,057,661

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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FSA Group Limited

Notes to the condensed consolidated interim financial statements

31 December 2011

1. REPORTING ENTITY

FSA Group Limited (the ‘Company’) is a company domiciled in Australia. The condensed consolidated interim financial statements of the Company as at and for the six months ended 31 December 2011 comprise the Company and its subsidiaries (together referred to as the ‘Group’) and the Group’s interests in the associates and jointly controlled entities.

The principal activities of FSA Group are the provision of debt solutions and direct lending services to individuals and businesses.

2. BASIS OF PREPARATION

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with Australia Accounting Standard AASB 134 “ Interim Financial Reporting ” and the Corporations Act 2001 and do not include all of the information and notes of the type normally required for full annual financial statements. Accordingly these half year financial statements are to be read in conjunction with the annual report for the year ended 30 June 2011 and any public announcement made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

These condensed consolidated interim financial statements were approved by the Board of Directors on 24 February 2012.

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2011.

4. SEGMENT INFORMATION

FSA Group Limited is an Australian entity whose principal activities are:

• Services include debt agreement proposal preparation and administration, trustee services and other related services.

• Home Loans includes the provision of mortgage finance, home loan broking and mortgage management.

• Small Business includes corporate consultancy services and the provision of bridging finance and factoring finance and other related services.

The Consolidated Entity operates in one geographic region – Australia.

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FSA Group Limited

Notes to the Consolidated Condensed Half-Year Financial Statements

31 DECEMBER 2011

4. SEGMENT INFORMATION continued

Business segment Revenue and Results

Half-year ended 31 December

Revenue and Income External sales Finance Income Finance expense Net Finance Income Other Income Internal sales and income Eliminations Total Revenue and Income Results Segment profit before tax Income tax (expense)/benefit Profit for the year Assets Segment assets Eliminations Total assets	Services	Services	Home Loans	Home Loans	Small B	usiness	Other/Unallocated	Other/Unallocated	Consolidated Total	Consolidated Total
	31/12/2011	31/12/2010	31/12/2011	31/12/2010	31/12/2011	31/12/2010	31/12/2011	31/12/2010	31/12/2011	31/12/2010
	$ 20,256,780 36,179 (3,179)	$ 17,566,983 76,068 (1,644)	$ 570,937 13,120,043 (8,091,869)	$ 595,044 12,305,151 (7,286,938)	$ 721,476 2,469,712 (553,936)	$ 2,050,905 2,514,340 (590,161)	$ - 43,824 -	$ - 14,062 -	$ 21,549,193 15,669,758 (8,648,984)	$ 20,212,932 14,909,621 (7,878,743)
	33,000 (2,197) 283,200 -	74,424 - 257,338 -	5,028,174 - - -	5,018,213 - - -	1,915,776 - - -	1,924,179 32,340 1,299 -	43,824 - 156,250 -	14,062 - - -	7,020,774 (2,197) 439,450 (439,450)	7,030,878 32,340 258,637 (258,637)
	20,570,783 5,015,801 (1,521,114)	17,898,745 3,861,966 (1,165,291)	5,599,111 2,115,644 (536,926)	5,611,957 2,197,535 (510,596)	2,637,252 (597,253) 184,150	4,010,023 1,165,541 (352,751)	200,074 83,161 (40,457)	14,062 (126,671) 29,486	28,567,770 6,617,353 (1,914,347)	27,276,150 7,098,371 (1,999,152)
	3,494,687	2,696,675	1,578,718	1,686,939	(413,103)	812,790	42,704	(97,185)	4,703,006	5,099,219
	Services		Home Loans		Small B	usiness	Other/Unallocated		Consolidated Total
	31/12/2011	30/06/2011	31/12/2011	30/06/2011	31/12/2011	30/06/2011	31/12/2011	30/06/2011	31/12/2011	30/06/2011
	85,660,324	78,448,069	260,870,153	247,427,248	23,188,323	24,004,362	17,001,105	17,751,840	386,719,905 (53,514,532)	367,631,519 (51,406,115)
									333,205,373	316,225,404

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FSA Group Limited

Notes to the Consolidated Condensed Half-Year Financial Statements

31 DECEMBER 2011

5. DETAILS OF ASSOCIATES

The consolidated entity has 50% shareholding in its associate, Huntingdale Smythe Lawyers Pty Limited. There was no change to this percentage shareholding in the current or the comparative period.

6. EARNINGS PER SHARE

(a) Reconciliation of earnings used to calculated basic and dilutive earnings per share Comprehensive income for the period - Owners ($) Basic earning per share (cents) Diluted earning per share (cents) (b) Weighted average number of ordinary shares outstanding during the year Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS	31 December 2011 31 December 2010 Value Value $ $ 3,719,263 3,974,567 2.69 2.89 2.69 2.89 Number Number 138,030,070 137,536,752
	138,030,070 137,536,752

7. DIVIDENDS

Dividends recognised in the current financial period by FSA Group Limited are:

Final - ordinary	Value per share Total Amount Franked Date of Payment
	$ 0.01 $1,382,538 100% 30 September 2011

Franked dividends declared or paid during the financial year were franked at a tax rate of 30%. There were no dividends paid during 2010.

On 24 February 2012, the directors declared a fully franked dividend of 0.65 cents to be paid on 20 March 2012, a total estimated distribution of $889,637 based on ordinary shares on issue as at 24 February 2012.

8. SHARE CAPITAL

The following movements in share capital are material to the understanding of the interim period:

Six months to 31 December 2011

Shares on issue at 1 July 2011 Shares buy back Shares on issue at 31 December 2011 Six months to 31 December 2010 Shares on issue at 1 July 2010 Shares on issue at 31 December 2010	Numbers Value $ 138,253,785 11,692,255 (1,386,566) (399,721)
	136,867,219 11,292,534
	Numbers Value $ 138,253,785 11,692,255 138,253,785 11,692,255

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FSA Group Limited

Notes to the Consolidated Condensed Half-Year Financial Statements

31 DECEMBER 2011

9. COMMITMENTS

At the reporting date loan applications accepted by the Group, but not yet settled amounted to $6,458,800 (2010: $6,010,000).

10. SUBSEQUENT EVENTS

There have been no events since 31 December 2011 that may significantly affect the group’s operations, the results of those operations or the group’s state of affairs in future financial years other than the dividends declared as disclosed in note 7.

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Directors’ Declaration

In the Directors' opinion:

1. the attached financial statements and notes thereto comply with the Corporations Act 2001 , Australian Accounting Standard AASB 134 ' Interim Financial Reporting' , the Corporate Regulations 2001 and other mandatory professional reporting requirements;

2. the attached financial statements and notes thereto give a true and fair view of the consolidated entity's financial position as at 31 December 2011 and of its performance for the financial half-year ended on that date; and

3. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5) of the Corporations Act 2001. On behalf of the Directors.

Tim Odillo Maher Director Sydney 24 February 2012

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