KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
INTERIM REPORT ON CONSOLIDATED RESULTS
FOR THE THIRD QUARTER ENDED 30 SEPTEMBER 2005
I. UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS
Note
Revenue
Cost of sales
Gross profit
Operating expenses
Gain on disposal of
discontinuing operations
Unrealised exchange loss
Profit from operations
Finance expense
Finance income
Investment income
Share of results of associates
Profit before taxation
Taxation
Profit after taxation
Minority interest
Net profit attributable
to shareholders
Earnings per ordinary share (sen)
Basic
Diluted
Third Quarter
Current
Preceding
Year
Year
30/09/2005 30/09/2004
RM'000
RM'000
8
8
18
25
25
Cumulative Quarter
Current
Preceding
Year
Year
30/09/2005 30/09/2004
RM'000
RM'000
550,514
(378,059)
172,455
(61,810)
545,601
(371,751)
173,850
(85,691)
1,558,673
(1,020,915)
537,758
(227,475)
1,784,945
(1,182,215)
602,730
(227,257)
(37,135)
73,510
(37,896)
9,344
77
(144)
44,891
(25,606)
19,285
(17,693)
44
(18,653)
69,550
(29,758)
7,543
286
569
48,190
(17,855)
30,335
(22,317)
4,494
(75,907)
238,870
(115,845)
24,218
1,323
481
149,047
(82,850)
66,197
(59,861)
6,341
(74,949)
306,865
(85,266)
20,022
950
1,856
244,427
(70,594)
173,833
(74,066)
1,592
8,018
6,336
99,767
0.16
0.16
0.80
0.79
0.63
0.63
9.96
9.89
The Condensed Consolidated Income Statements should be read in conjunction with
the audited financial statements for the year ended 31 December 2004 and the
accompanying explanatory notes attached to the interim financial statements.
1
KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
II. CONDENSED CONSOLIDATED BALANCE SHEETS
Note
Property, plant and equipment
Land held for property development
Concession asset
Investment in associated companies
Other investments
Long-term trade receivables
Advances for plasma plantation projects
Advances for KKPA projects
Deferred tax assets
Goodwill on consolidation
9
Current assets
Property development costs
Inventories
Trade and other receivables
Short-term investments
Deposits, bank balances and cash
Current liabilities
Trade and other payables
Borrowings
Taxation
Deferred income
Net Current Assets
Financed by:
Capital and Reserves
Share capital
Reserves
Minority interest
Long-term and deferred liabilities
Borrowings
Deferred income
Deferred tax liabilities
Retirement benefits
Net tangible assets per share (RM)
Unaudited
as at
30/9/2005
RM'000
Audited
as at
31/12/2004
RM'000
5,264,264
347,002
694,769
13,400
2,550
23,068
17,170
19,107
210,390
263,783
6,855,503
5,583,147
343,790
657,193
14,141
2,550
61,968
18,552
16,659
219,616
276,696
7,194,312
388,093
201,710
564,685
29,084
765,355
1,948,927
336,825
204,550
611,730
35,690
851,289
2,040,084
582,826
689,216
23,293
8,124
618,552
804,257
40,852
5,687
1,303,459
645,468
7,500,971
1,469,348
570,736
7,765,048
1,006,802
1,798,891
2,805,693
1,530,180
1,005,419
1,944,130
2,949,549
1,541,987
2,447,554
2,204
705,063
10,277
3,165,098
7,500,971
2,502,855
9,922
750,797
9,938
3,273,512
7,765,048
2.52
2.66
The Condensed Consolidated Balance Sheets should be read in conjunction with
the audited financial statements for the year ended 31 December 2004 and the
accompanying explanatory notes attached to the interim financial statements.
2
KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
III. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE THIRD QUARTER ENDED 30 SEPTEMBER 2005
Share
Capital
RM'000
Nine Months Ended
30 September 2004
At 1 January 2004
Issue of shares pursuant to the Second
Employees' Share Option Scheme
Foreign exchange differences
Transfers (from)/to reserves
Profit for the period
Dividend paid/payable
At 30 September 2004
Nine Months Ended
30 September 2005
At 1 January 2005
Issue of shares pursuant to the Second
Employees' Share Option Scheme
Foreign exchange differences
Transfers (from)/to reserves
Profit for the period
Dividend paid/payable
At 30 September 2005
Share
Premium
RM'000
1,001,207
1,687
803
-
931
-
1,002,010
<----------------Non-distributable----------------->
Revaluation
Capital
Exchange
Reserve
Reserve
Reserve
RM'000
RM'000
RM'000
<-------Distributable---------->
Capital
Revenue
Reserve
Reserve
RM'000
RM'000
Total
RM'000
734,065
11,201
292,441
43,104
988,512
(10,143)
-
-
(132,999)
-
-
10,143
99,767
(72,142)
2,618
723,922
11,201
159,442
43,104
1,026,280
2,968,577
1,005,419
6,472
715,555
11,201
72,476
43,104
1,095,322
2,949,549
1,383
-
1,553
-
(13,001)
-
-
(87,899)
-
1,006,802
8,025
702,554
11,201
(15,423)
(445)
42,659
The Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the audited financial statements
for the year ended 31 December 2004 and the accompanying explanatory notes attached to the interim financial statements.
3
13,446
6,336
(65,229)
1,049,875
3,072,217
1,734
(132,999)
99,767
(72,142)
2,936
(87,899)
6,336
(65,229)
2,805,693
KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
IV. CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
Cumulative Quarter
Current
Preceding
Year
Year
30/09/2005
30/09/2004
RM'000
RM'000
Cash Flows from Operating Activities
Cash from operations
Interest paid
Tax paid
Tax refund
Net cash from operating activities
Cash Flows from Investing Activities
Property development activities
Concession asset
Property, plant and equipment
- purchases
- disposals
Investments
- purchases
- disposals
Proceeds from disposal of subsidiary companies
Dividend received from investments
Interest received
Interest paid
Net cash used in investing activities
Cash Flows from Financing Activities
Drawdown of borrowings
Repayment of borrowings
Payment to hire purchase and lease creditors
Dividends paid
Release of fixed deposits pledged
Proceeds from issuance of shares under the Second ESOS
Net cash (used in)/from financing activities
482,699
(70,893)
(116,050)
13,116
308,872
477,674
(53,700)
(109,967)
6,318
320,325
(12,092)
(45,041)
(3,430)
(68,471)
(99,542)
11,383
(168,808)
3,609
(7,709)
12,788
9,951
978
23,554
(38,531)
(144,261)
(21,797)
6,867
8,360
705
20,022
(25,785)
(248,728)
1,395,107
(1,521,428)
(852)
(93,668)
22,091
2,936
(195,814)
736,000
(117,187)
(1,421)
(109,555)
2,593
1,734
512,164
Net (decrease)/increase in cash and cash equivalents
(31,203)
583,761
Cash and cash equivalents at 1 January
795,426
252,921
Effects of Changes in Exchange Rates
(10,073)
Cash and cash equivalents at 30 September
754,150
(5,355)
831,327
The Condensed Consolidated Cash Flow Statements should be read in conjunction with
the audited financial statements for the year ended 31 December 2004 and the
accompanying explanatory notes attached to the interim financial statements.
4
KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
PART A - EXPLANATORY NOTES PURSUANT TO MASB 26
1. Basis of Preparation
The interim financial statements have been prepared in accordance with MASB 26, "Interim Financial
Reporting" and paragraph 9.22 of the Listing Requirements of Bursa Malaysia Securities Berhad.
The accounting policies and methods of computation adopted by the Group for the interim financial
statements are consistent with those adopted in the annual financial statements for the year ended 31
December 2004.
2. Auditors'
Report
Preceding
Annual
Financial
Statements
The The
Profit
For
Prior
other
before
the
change
change
to
income
1financial
finance
January
January
in
inon
ofaccounting
accounting
cost,
RM96.839
year
2001,
2001,
depreciation
ended
the
dividends
policy
policy
million
difference
31 on
December
has
and
is
proposed
dividends
mainly
been
amortisation,
between
applied
2001,
comprises
after
has
thebeen
the
cost
exceptional
retrospectively
balance
Directors
of
of
applied
unrealised
acquisition
sheet
items
retrospectively
have
in is
the
date
forex
ofadopted
arrived
subsidiary
financial
were
gainafter
in
the
accrued
ofthe
statements.
companies
RM78.693
change
deduction
financial
as in
a
The auditors' report on the financial statements for the year ended 31 December 2004 was not qualified.
3. Comments
About
Seasonal
Cyclicalhave
Factors
The valuation
of land
and or
buildings
been brought forward, without amendment from the
The businesses of the Group is affected by the seasonal production of fresh fruit bunches.
4. Material Items that Affect the Financial Statements
There were no material items that affect the financial statements for the nine months ended 30 September
2005 other than the disposal of the entire shareholdings of Guthrie Medicare Products (NS) Sdn. Bhd., a
wholly-owned subsidiary involved in the manufacturing of rubber gloves and Healthline Products Ltd., a
wholly-owned subsidiary in the United Kingdom involved in the trading of healthcare products. The
disposal resulted in a gain of RM4.49 million which is recognised in the income statement as a gain on
disposal of discontinuing operations.
5. Changes in Accounting Estimates
There were no changes in estimates of amounts reported in prior interim periods of the current financial
period or in prior financial years that have a material effect in the current quarter.
5
6. Debt and Equity Securities
There were no issuance and repayment of debt securities, share buy-backs, share cancellations or shares
held as treasury shares and resale of treasury shares for the current financial quarter ended 30 September
2005, except for the following:
The issuance of 1,383,500 new ordinary shares of RM1 each pursuant to the Company's Second
Employees' Share Option Scheme ("Second ESOS") at option prices between RM1.94 and RM2.41 per
share. The total cash proceeds arising from the exercise of options under the Second ESOS during the
current financial period amounted to RM2,937,000. The issued and paid-up share capital of the Company
was increased from 1,005,419,300 ordinary shares of RM1 each to 1,006,802,800 ordinary shares of
RM1 each. Share premium arising from the issue amounted to RM1,553,500.
7. Dividend Paid
a) A
2004
A final
final dividend of 5 sen per share, less tax in respect of the financial year ended 31 December 2002
(previous corresponding period: 5 sen per share, less tax) was approved by the shareholders at the
Annual General Meeting on 16 June 2005 and was paid on 29 July 2005.
b) An interim dividend of 4 sen per share, less tax (previous corresponding period: 5 sen per share, less
tax) amounting to RM28.99 million (2004: RM36.07 million) was declared on 29 August 2005 and
was paid on 13 October 2005.
8. Segment Information
Segment information is presented in respect of the Group's business segments.
Third
Quarter
The valuation of land and buildings have been
brought
forward, withoutCumulative
amendmentQuarter
from the
Current
Preceding
Current
Preceding
Year
Year
Year
Year
30/09/2005
30/09/2004
30/09/2005
30/09/2004
RM'000
RM'000
RM'000 net profit
RM'000
The purchase of the additional shares has no
significant impact
on the consolidated
for the
Revenue:
Plantation
- Malaysia
190,488
196,079
548,672
547,395
- Indonesia
216,997
165,890
590,946
627,726
407,485
361,969
1,139,618
1,175,121
Agricultural services
4,501
6,153
15,118
17,210
Property development
103,595
98,948
263,245
297,266
Manufacturing
28,302
30,388
84,067
91,266
General trading
39,788
38,709
183,472
Others
6,631
8,355
17,916
20,610
550,514
545,601
1,558,673
1,784,945
6
Third Quarter
Current
Preceding
Year
Year
30/09/2005
30/09/2004
RM'000
RM'000
Profit from Operations:
Plantation Malaysia
Plantation Indonesia
Agricultural services
Property development
Manufacturing
General trading
Group management
Others
Unrealised exchange loss
47,692
31,083
78,775
4,185
23,382
2,099
(1,758)
3,872
90
110,645
(37,135)
73,510
Cumulative Quarter
Current
Preceding
Year
Year
30/09/2005
30/09/2004
RM'000
RM'000
57,771
16,383
74,154
3,727
11,705
(677)
1,556
(881)
(1,381)
88,203
(18,653)
69,550
128,095
95,317
223,412
12,154
95,088
(10,585)
(2,663)
5,484
(8,113)
314,777
(75,907)
238,870
150,024
162,601
312,625
11,089
49,708
(7,815)
3,594
13,102
(489)
381,814
(74,949)
306,865
9. Carrying Amount of Revalued Assets
The valuation of property, plant and equipment in the financial statements have been brought forward
without amendment from the financial statements for the year ended 31 December 2004.
10. Material Events Subsequent to the End of the Financial Period
There were no material events subsequent to the end of the current quarter.
11. Changes in the Composition of the Group
On 7 July 2005, the Group completed the disposal of all the issued and outstanding shares in Guthrie
Medicare Products (NS) Sdn. Bhd. and Healthline Products Limited (HPL), two wholly-owned
subsidiary companies involved in the manufacturing of rubber gloves and trading in healthcare products
respectively.
Consequent upon the sale of the entire shareholding of HPL, the following companies, which are whollyowned subsidiaries of HPL, have also ceased to be subsidiaries of the Company:
a) Guthrie Medizinische Produkte Gmbh;
b) Guthrie SARL; and
c) Guthrie Medicare Products Limited
7
On 6 September 2005, the Registrar of the Companies House of United Kingdom ("UK") had dissolved
the following dormant subsidiaries of the Group:
a) GADSA Limited;
b) Guthrie Estates Limited; and
c) Guthrie Agricultural Development for Africa Limited.
Other than the above, there were no changes in the composition of the Group.
12. Changes in Contingent Assets and Contingent Liabilities
The valuation of land and buildings have been brought forward, without amendment from the
As at the date of this announcement, there were no material changes in contingent assets and contingent
liabilities since the last annual balance sheet date, as at 31 December 2004.
The valuation of land and buildings have been brought forward, without amendment from the
13. Capital Commitments
Capital commitments not provided for in the financial statements are as follows:
RM'000
Property, plant and equipment:
Approved and contracted for
Approved but not contracted for
Concession asset
19,999
162,679
40,187
222,865
PART B - EXPLANATORY NOTES PURSUANT TO APPENDIX 9B OF THE LISTING
REQUIREMENTS
BURSA
MALAYSIA
SECURITIES
BERHAD
The During
Write
interim
value
valuation
of
down
financial
the
property,
ofOF
nine
ofland
inventories
report
months
plant
andshould
and
buildings
period,
toequiment
be
netread
there
realisable
have
in
were
been
the
conjunction
financial
value
write
brought
of
down
with
statements
RM1.45
forward,
the
of assets
audited
million
without
is aamounting
financial
brought
attributable
amendment
forward
statements
to toof closure
balance,
RM8.827
from
of the
of
14. Review of Performance
The Group recorded a pre-tax profit of RM149.1 million for the nine months ended 30 September 2005,
compared to the pre-tax profit of RM244.4 million for the corresponding period of the previous year, a
reduction of RM95.4 million or 39%. The performance of the Group for the period under review was
affected by lower contributions from Plantation whilst the performance of property development has
improved significantly.
Plantation Indonesia registered a contribution of RM95.3 million, a drop of RM67.3 million as compared
to that for 2004. The lower performance for the current period was affected largely by lower realised
prices for palm oil at RM1,283 per tonne against RM1,465 per tonne in 2004. Production of fresh fruit
bunches (ffb) for Plantation Indonesia at 1,726,838 metric tonnes, increased by 8.2% as compared to that
of 2004.
Contributions from Plantation Malaysia declined by RM21.9 million or 14.6% due to lower realised
palm oil price at RM1,369 per tonne compared to RM1,646 per tonne in 2004 despite higher sales
volume. Production of ffb for Plantation Malaysia at 1,207,611 metric tonnes, also increased by 149,868
metric tonnes or 14.2% as compared to that of 2004.
8
Contributions from property development registered 91% increase from RM49.7 million in 2004 to
RM95.1 million in 2005. This is largely attributable to increased sales and progress billings as compared
to 2004.
The Group profit before tax was affected by an unrealised exchange loss of RM75.91 million attributable
to the depreciation of the Rupiah against US Dollar and higher interest cost by RM30.58 million
attributable to increased borrowings in late 2004 and the higher interest cost on higher US Dollar LIBOR
rates.
15. Comment on Material Changes in Profit before Taxation for the Current Quarter as Compared
with the Immediate Preceding Quarter
For the financial quarter ended 30 September 2005, the Group registered a pre-tax profit of RM44.9
million, as compared to that for the immediate preceding quarter ended 30 June 2005 of RM96.7 million.
In view
the Group's
to dispose
investments,
the associated
The
lowerofprofit
recorded intention
for the current
quarterthese
by RM51.8
millionthe
wasresults
mainly ofattributable
to lower
operating profit from both plantation and property development by RM20.2 million and RM32.7 million
respectively. The lower performance was also attributed to higher unrealised exchange loss by RM17.8
million which was offset by improved performance from manufacturing and other activities by RM17.1
million.
16. Current Year Prospects
For the year 2005, the plantation performance of the Group is expected to be affected by lower palm oil
prices notwithstanding the expected higher production of fresh fruit bunches. Earnings from property
development is however expected to be maintained.
In conjunction
Additional
provision
with closure
for assets
of operation,
write off of
the
RM1.654
provisionwas
for also
writemade
down during
of plantthe
and
period
machinery
in respect
and
The performance of the Group for the current year is expected to be lower than that of the previous year.
17. Profit
or with
Profit
Guarantee
In Forecast
Additional
conjunction
provision
closure
for
assets
write
off Group
of
the
RM1.654
was
forbut,
also
write
made
down
during
of plant
the
and
period
machinery
in
"Currently
Barring
unforeseen
prices
of circumstances,
palm
oil of
areoperation,
expected
the
toprovision
fluctuate
is expected
to
the
perform
Group's
satisfactorily
average
realised
forrespect
theand
price
year
Not applicable as no profit forecast was published.
There was no sale of unquoted investments and/ or properties outside the ordinary course
9
18. Taxation
Taxation comprises the following:
Third Quarter
Current
Preceding
Year
Year
30/09/2005
30/09/2004
RM'000
RM'000
Malaysian taxation:
Group Companies
Current period provision
Overprovision in prior years
Deferred tax liabilities
Deferred tax assets
Share of taxation of associates
Overseas taxation:
Group Companies
Current period provision
Under/(Over) provision in
prior years
Deferred tax liabilities
Deferred tax assets
TOTAL
15,590
(5,240)
7,192
666
18,208
18,208
6,700
(196)
370
941
7,815
(1)
7,814
Cumulative Quarter
Current
Preceding
Year
Year
30/09/2005
30/09/2004
RM'000
RM'000
55,105
(3,902)
5,051
3,788
60,042
(16)
60,026
33,861
(19)
5,512
974
40,328
(7)
40,321
16,120
18,891
32,877
31,799
52
(3,832)
(4,942)
7,398
(6)
(3,639)
(5,205)
10,041
653
(11,792)
1,086
22,824
306
(10,919)
9,087
30,273
25,606
17,855
82,850
70,594
The effective tax rate of the Group is higher than the statutory rate of tax applicable in Malaysia due to
certain expenses being non-allowable for income tax purposes and losses of certain subsidiary companies
not available for relief against Group profit.
19. Sale of Unquoted Investments and Properties
There were no sale of unquoted investments and/or properties outside the ordinary course of business of
the Group for the financial period ended 30 September 2005.
10
20. Quoted Securities
Capital commitments not provided for in the financial statements as at 30 September 2002
(a)
Total purchases and sales of quoted securities are as follows:
Third Quarter
Current
Preceding
Year
Year
30/09/2005
30/09/2004
RM'000
RM'000
Purchase consideration
Sale proceeds
Gain on disposals
(b)
1,415
3,025
147
1,836
1,036
390
Cumulative Quarter
Current
Preceding
Year
Year
30/09/2005
30/09/2004
RM'000
RM'000
3,745
5,001
345
6,149
2,094
736
Investments in quoted securities, other than securities in existing subsidiaries, as at 30 September
2005 are as follows:
At Cost
RM'000
Investments in quoted securities in Malaysia
21,127
At Book
Value
RM'000
12,917
At Market
Value
RM'000
14,194
The
segment
information
for
the
financial
period
ended
30
June
2002
are
as
follows:
Total
purchases
sales
of
quoted
securities
are
as
follows:
The
As
There
The
Based
There
The
at
view
results
general
Group
valua
operations
the
were
are
were
is
on
of
date
adate
no
an
of
no
plan
registered
the
trading
no
property,
the
dividend
approval
of
changes
of
this
issuance
Group's
to
Group
the
clear
announcement,
segment,
paid
aletter
plant
Group
in
for
profit
approximately
intention
the
and
during
the
(Surat
and
composition
are
particularly
before
repayment
period
equiment
the
not
Izin
to
the
period
affected
under
dispose
Peruntukan
1,500
contingent
of
in
of
reported.
the
review
the
overseas
debt
of
hectares
by
these
Group
financial
RM493.255
any
liabilities
Penggunaan
and
is
or
attributable
investments,
for
seasonal
operations,
of
equity
statements
land
ofexpected
million
financial
the
securities,
for
Tanah)
or
Group
largely
the
were
cyclical
the
for
is
period
next
a
the
dated
results
are
adversely
to
brought
share
factors,
the
period
3
as
ended
21
years,
follows:
gain
of
buy-backs,
September
forward
ended
affected
the
30
other
ofstarting
June
RM422.333
associated
than
balance,
30
by
2002.
share
1999
from
June
the
The
IIn
As
Not
The
There
During
Subsequent
n addition,
the
On
The
Highlands
at
Investments
applicable
results
Group's
Group
the
opinion
was
20
were
proposed
the
November
no
the
of
registered
nine
registered
to
performance
&
no
the
of
as
sale
results
Lowlands
30
in
months
this
the
no
issuance
sale
Group
quoted
September
ofand
profit
Directors,
announcement,
2002,
a
unquoted
of
a
of
profit
the
turnover
ended
Berhad,
for
securities,
forecast
shares,
for
and
Group
Kumpulan
the
before
2002
the
other
30
investments
repayment
period
and
awas
iftaxation
year
for
September
subsidiary
and
other
taxation
completed,
there
than
the
profit
published.
Guthrie
under
to
2002
current
than
stated
are
the
before
and/
of
of
no
is
2002,
securities
date
review
RM505.603
Berhad
debt
is
Kumpulan
above,
period
expected
or
changes
taxation
not
of
properties
the
securities,
is
this
announced
as
no
in
attributable
issued
report,
in
compared
existing
to
Guthrie
million
item,
for
contingent
be
outside
the
and
share
transaction
to
408,000
better
for
subsidiaries
third
Berhad,
that
largely
paid-up
make
to
the
the
the
assets
buy-backs,
quarter
its
than
period
ordinary
options
any
same
announced
to
wholly-owned
capital
or
that
the
or
and
event
significant
ended
period
liabilities
granted
gain
course
of
of
share
of
the
2001,
30
on
of
a
The
A
The
Duly
depositor
Malaysian
Shares
segment
completed
shall
transferred
deposited
bought
information
Central
transfers
qualify
on
into
Depository
the
into
for
for
received
Kuala
entitlement
the
the
Depositor's
financial
Lumpur
Sdn.
by
the
only
Bhd.
period
Company's
Stock
Securities
in
Securities
will
respect
ended
Exchange
not
be
Account
Share
of:
Account
30
accepting
June
on
Registrar,
before
aabefore
2002
cum
any
are
12:30
entitlement
12:30
Malaysian
request
as
follows:
p.m.
p.m.
for
on
basis
Share
on
deposit
35other
October
according
Registration
of
shares
2000
to
in
21. A
Status
of
Corporate
Proposals
Duly
The
For
A
If
Duly
The
The
During
depositor
approved
final
depositor
Malaysian
Shares
On
As
the
completed
Annual
Malaysian
Shares
operations
completed
dividend
at
the
24
third
24
the
shall
October
General
by
shall
bought
transferred
period,
deposited
bought
October
quarter
date
Central
members
Central
transfers
of
qualify
of
transfers
qualify
6of
the
on
sen
on
there
2001,
Meeting
this
ended
Depository
the
into
2001,
Depository
for
Group
the
into
for
per
received
at
announcement,
received
entitlement
was
Kuala
athe
the
Kuala
entitlement
the
share,
the
the
30
wholly-owned
ofare
aDepositor's
Depositor's
Depositor's
the
forthcoming
a
Depositor's
Depositor's
September
Depositor's
Lumpur
Sdn
wholly-owned
Lumpur
by
write
Sdn.
not
less
Company
bythe
only
Berhad
affected
the
only
tax,
Berhad
down
Company's
Stock
the
Stock
in
Company's
Securities
subsidiary
Securities
in
was
Annual
Securities
2001,
Securities
respect
will
transaction
will
respect
ofby
Exchange
will
declared
Exchange
subsidiary
be
inventories
not
there
any
General
not
held
Share
of:
Account
be
of:
Account
of
Account
Share
seasonal
be
Account
accepting
is
on
the
has
on
on
accepting
on
a
Registrar,
Thursday,
Wednesday,
Meeting
26
of
Company,
a
of
been
net
Registrar,
before
before
cum
before
February
before
cum
the
RM1.45
before
or
pre-acquisition
any
completed
cyclical
entitlement
of
any
12.30
entitlement
Company,
Malaysian
12:30
27
12:30
request
12.30
the
12.30
Haron
Malaysian
27
request
2002
million
June
Company
p.m.
June
factors,
p.m.
p.m.
p.m.
and
p.m.
and
Estate
2002.
for
basis
on
Share
due
basis
loss
for
Haron
2001.
on
on
deposit
the
Share
subject
on
on
2
4
deposit
26
to
28
October
to
according
of
Development
financial
2according
4Registration
be
June
closure
RM59.400
July
Estate
of
Registration
than
to
held
shares
of
approval
2002
2001
shares
effects
the
on
to
of
tothe
27
in
There were no outstanding corporate proposals at the date of this report.
22. Group Borrowings and Debt Securities
During the third quarter of the year, provision for warranties of RM3.1 million were reversed as a
The Group's borrowings as at 30 September 2005 are as follows:
RM'000
Short-term borrowings
Short-term borrowings denominated in Ringgit Malaysia
- Unsecured
Short-term borrowings denominated in foreign currencies
- Secured
Current portion of hire purchase and finance lease denominated in foreign currency
- Secured
- Secured (denominated in Ringgit Malaysia)
- Secured (denominated in foreign currencies)
Total short-term borrowings
572,579
10,671
127
4,000
101,839
105,839
689,216
11
RM'000
Long-term borrowings
- Secured (denominated in foreign currencies)
- Unsecured (denominated in Ringgit Malaysia)
- Unsecured (denominated in foreign currencies)
596,897
529,000
1,338,350
2,464,247
Borrowings denominated in foreign currencies, in Ringgit Malaysia
equivalent, are as follows:
US Dollar
Indonesian Rupiah
1,994,488
53,396
2,047,884
23. Off Balance Sheet Financial Instruments
(a) Interest Rate Option Contracts
As at 15 November 2005, the Group has entered into the following interest rate swap ("IRS")
agreements:
Underlying Loan
Derivative
Product
Notional
Amount
Effective
Period
Purpose
Weighted
Average Rate
Per Annum
USD Term Loan
IRS
USD140
million
28/02/06 to
29/08/12
To convert
floating rate
liabilities into
fixed rate
liabilities
4.8% - 4.97%
for the entire
tenor of the
liability
Ringgit 5-7 Year
Islamic Bond
IRS
RM250
million
19/03/04 to
18/03/11
To convert
fixed rate
liabilities
into floating
rate liabilities
4.34% 5.76%
Any differential to be paid or received on the interest rate swap agreements is recognised as a component
of interest expense over the period of the contracts. Gains or losses on early termination of interest rate
swap contracts or on repayment of the borrowings are taken to the income statement.
There is minimal credit risk as the interest rate swaps were entered into with creditworthy financial
institutions.
(b) Foreign Currency Contracts
The Group has entered into foreign currency contracts to hedge the purchases and sales in foreign
currencies and the contracted rates will be used to convert the foreign currency amounts into Ringgit
Malaysia.
12
As at 15 November 2005, the outstanding foreign exchange currency contract which has been entered
into by the Group is as follows:
The foreign currency contracts are entered into to hedge the Group's purchases and sales in foreign
Contract
Value Date
Currency
Amount
of Contract Equivalent in
USD '000
RM'000
US Dollar
3,000
01/11/05 to
27/01/06
11,310
The related accounting policies for the off balance sheet financial instruments are as disclosed in the
financial statements for the year ended 31 December 2004.
There is no unusual item which has a material impact on any asset, liability, equity, net income
24. Changes in Material Litigation
As at the date of this announcement, the
there
contingent
are no changes
liabilities
in of
contingent
the Groupassets
are asorfollows:
liabilities since the
As at the date of this announcement, other than as disclosed below, there have been no changes to the
status of the material litigations as disclosed in the financial statements for the year ended 31 December
2004:
a)
Breach
of
terms
pursuant
to
afiled
lease
The
The
There
Duly
There
In
A
following
Board
completed
legal
1994,
is
1994,
is
is
is
is
has
suit
is
suit
pending
unusual
pending
pending
apending
a
material
pending
pending
pending
pending
legal
was
declared
legal
was
transfers
filed
filed
suit
legal
item
legal
legal
suit
litigations
legal
legal
legal
on
an
in
against
was
against
received
inwas
action
which
action
1998
action
3interim
action
1998
action
action
May
filed
action
action
are
aagainst
has
a
against
against
2001
subsidiary
against
against
dividend
by
subsidiary
against
arising
against
against
aagreement
against
the
material
against
the
aagainst
acertain
aCompany's
subsidiary
the
subsidiary
the
from
the
of
subsidiary
Company
the
the
company
XX
the
Company
Company
the
Company
impact
the
Company
subsidiary
Company
Company
sen
Company
Group's
company
company
Share
for
in
per
company
on
claiming
1998
for
afor
to
share
any
breach
for
companies
for
to
Registrar,
alleged
recover
acquisitions
for
aCompany,
claiming
for
alleged
for
recover
asset,
an
breach
an
for
damages
(2002:
of
an
specific
alleged
amount
specific
infringement
a
early
liability,
Malaysian
amount
United
damages
claiming
infringement
3
of
early
of
sen),
for
a
performance
possession
breach
plantation
performance
of
United
alleged
Kingdom
possession
equity,
less
approximately
of
damages
for
Share
ofofapproximately
losses
tax
aof
Kingdom
contract
encroachment
net
United
companies
by
registered
aRegistration
absorbing
of
of
United
income
for
the
by
aallegedly
aSale
losses
by
the
the
a
No
In
dividend
1998,
is
two
declared
legal
for
suits
the
were
quarter
filed
ended
30
September
certain
subsidiary
2003.
An
interim
for
damages/losses
tax
exempt
dividend
suffered
offiled
3in
On
1 no
October
2001,
the
Company
and
acompany
director
of
the
as
the
plaintiffs,
had
There is a pending legal action against a sub-tenant of building premises for outstanding rental. On
27 May 2005, a winding-up order was obtained against the sub-tenant by a third party. Since the subtenant had been wound-up, the Company will proceed to file a Proof of Debt for its claim on the
outstanding rental and damages caused to the building premises.
b) Breach of contract
There is an outstanding legal suit against the Company and six subsidiary companies in Indonesia
for an alleged breach of contract. On 28 October 2004, the District Court of South Jakarta rejected
the plaintiff's claim in its entirety and decided in favour of the Company and the six Indonesian
subsidiary companies. On 20 January 2005, the plaintiff filed an appeal against the decision of the
District Court. On 25 May 2005, the Court of Appeal of Jakarta rejected the appeal by the plaintiff
and affirmed the decision of the District Court of South Jakarta.
The
The
Duly
There
In
A
following
Board
completed
legal
1994,
isis
has
suit
is
suit
pending
pending
amaterial
pending
pending
was
declared
legal
was
transfers
filed
filed
legal
legal
suit
litigations
legal
on
an
in
against
against
received
in
action
was
action
1998
3interim
1998
May
action
action
filed
are
aagainst
a
against
against
2001
subsidiary
dividend
by
subsidiary
arising
against
against
against
the
against
the
aacertain
Company's
subsidiary
subsidiary
from
of
Company
the
the
company
XX
the
the
the
Company
subsidiary
Company
sen
Company
Group's
company
company
Share
for
in
per
claiming
1998
athe
share
breach
for
companies
Registrar,
acquisitions
for
claiming
for
alleged
for
recover
an
damages
(2002:
of
an
specific
alleged
a
amount
United
damages
claiming
infringement
3early
of
sen),
for
performance
breach
plantation
Kingdom
possession
of
damages
for
Share
of
approximately
losses
tax
of
contract
encroachment
companies
registered
aRegistration
absorbing
of2003
United
for
by
aallegedly
Sale
losses
by
the
the
a
DulyOn
Shares
completed
deposited
bought
transferred
transfers
on
into
the
into
the
Kuala
received
the
Depositors'
Depositors'
Lumpur
by
the
Securities
Stock
Company's
Securities
Exchange
Account
Account
Share
on
before
ato
cum
before
12.30
entitlement
4 Malaysian
p.m.
on
onalleged
basis
8less
10
October
Share
October
according
2003
to
in
1 October
2001,
the
Company
and
acompany
director
of
Company,
as
the
plaintiffs,
had
filed
13
25. Earnings
Share
The
The
Duly
There
In
following
Board
completed
legal
1994,
isis
has
suit
is
suit
pending
pending
amaterial
pending
pending
was
declared
legal
was
transfers
filed
filed
legal
legal
suit
litigations
legal
on
an
in
against
against
received
in
action
was
action
1998
3interim
1998
May
action
action
filed
are
aagainst
a
against
against
2001
subsidiary
dividend
by
subsidiary
arising
against
against
against
the
against
the
aacertain
Company's
subsidiary
subsidiary
from
of
Company
the
the
company
XX
the
the
the
Company
subsidiary
Company
sen
Company
Group's
company
company
Share
for
in
per
claiming
1998
athe
share
breach
for
companies
Registrar,
acquisitions
for
claiming
for
alleged
for
recover
an
damages
(2002:
of
an
specific
alleged
a
amount
United
damages
claiming
infringement
3early
of
sen),
for
performance
breach
plantation
Kingdom
possession
of
damages
for
Share
of
approximately
losses
tax
of
contract
encroachment
companies
registered
aRegistration
absorbing
of2003
United
for
by
aallegedly
Sale
losses
by
the
the
a
DulyA
Shares
completed
deposited
bought
transferred
transfers
on
into
the
into
the
Kuala
received
the
Depositors'
Depositors'
Lumpur
by
the
Securities
Stock
Company's
Securities
Exchange
Account
Account
Share
on
before
ato
cum
before
12.30
entitlement
4 Malaysian
p.m.
on
onalleged
basis
8less
10
October
Share
October
according
2003
to
in
On
1 per
October
2001,
the
Company
and
acompany
director
of
Company,
as
the
plaintiffs,
had
filed
The
Duly
depositor
Malaysian
Shares
Total
completed
purchases
shall
transferred
deposited
bought
Central
transfers
qualify
on
and
Depository
the
into
for
sales
received
the
Kuala
entitlement
the
Depositor's
of
Depositor's
Lumpur
quoted
Sdn.
by
the
only
Bhd.
securities
Company's
Stock
Securities
in
Securities
will
respect
Exchange
not
are
be
Account
Share
of:
Account
as
accepting
follows:
on
Registrar,
abefore
cum
any
12:30
entitlement
12:30
Malaysian
request
p.m.
p.m.
for
on
basis
Share
on
deposit
35proposed
October
according
Registration
shares
2000
tothe
in
AA
Not
The
If
There
depositor
approved
applicable.
Investments
A
An
The
Shares
effective
Annual
final
special
was
interim
annual
total
dividend
shall
by
General
bought
transferred
no
deposited
annual
tax
tax
members
dividend
gross
profit
qualify
in
rate
exempt
quoted
on
of
Meeting
dividend
of
dividend
and/or
6into
into
the
for
into
of
sen
the
at
dividend
securities,
entitlement
2Kuala
the
the
Group,
the
sen
per
of
loss
net
per
Depositor's
forthcoming
the
Depositor's
share,
per
Lumpur
of
relating
share
of
Company
excluding
tax
share,
other
only
sen
less
is
is
Stock
RM57,617,000
per
in
than
to
8Securities
less
tax,
Annual
Securities
sen
respect
will
gain
the
share
Exchange
securities
has
tax
be
(2000
sale
on
General
was
been
held
has
of:
exceptional
Account
Account
-of
paid
11
(2000
been
on
recommended
in
on
unquoted
sen).
Wednesday,
existing
Meeting
on
abefore
recommended
before
-cum
before
RM87,626,000).
2 items,
November
subsidiaries
entitlement
of
investments
12:30
12:30
the
and
is
27higher
Company
June
p.m.
is
p.m.
2001
and
proposed
basis
and
2001.
than
on
is
and/or
on
(2000
associated
26
to
28
according
the
be
June
to
properties
-of
statutory
tax
held
be
to
2001
paid
exempt
on
to
be
on
27
in
Third Quarter
Cumulative Quarter
Current
Current
Preceding
The basic earnings per share have been
calculatedPreceding
based on profit
attributable to
ordinary
Year
Year
Year
Year
30/09/2005
30/09/2004
30/09/2005
30/09/2004
(a) Basic
Profit attributable to
shareholders (RM'000)
1,592
8,018
6,336
99,767
Weighted average number of
ordinary shares in issue ('000)
1,002,860
1,001,736
1,002,860
1,001,736
Basic earnings per share (sen)
0.16
0.80
0.63
9.96
The basic earnings per share have been calculated based on profit attributable to ordinary
(b) Diluted
Profit attributable to
shareholders (RM'000)
Weighted average number of
ordinary shares in issue ('000)
Adjustment for share options
Weighted average number of
ordinary shares for diluted
earnings per share ('000)
1,592
8,018
6,336
99,767
1,002,860
8,085
1,001,736
7,295
1,002,860
8,085
1,001,736
7,295
1,010,945
1,009,031
1,010,945
1,009,031
0.16
0.79
0.63
9.89
Diluted earnings per share (sen)
14
26. Authorised for Issue
The interim financial statements were authorised for issue by the Board of Directors in accordance with a
resolution of the directors on 21 November 2005.
The
Duly
depositor
Malaysian
Shares
completed
shall
transferred
deposited
bought
Central
transfers
qualify
on
into
Depository
the
into
for
received
the
Kuala
entitlement
the
Depositor's
Depositor's
Lumpur
Sdn.
by
only
Bhd.
Company's
Stock
Securities
in
Securities
will
respect
Exchange
not
be
Account
Share
of:
Account
accepting
on
Registrar,
before
abefore
before
cum
any
12:30
entitlement
12:30
Malaysian
request
p.m.
p.m.
for
on
basis
Share
on
deposit
35
5deposit
October
according
Registration
of
shares
2000
tothe
in
The
AA
Duly
The
A
If
depositor
approved
depositor
interim
Shares
Annual
Malaysian
completed
shall
shall
financial
by
transferred
bought
General
deposited
transferred
deposited
members
Central
qualify
transfers
qualify
on
Meeting
reports
into
the
into
for
into
Depository
into
for
at
received
entitlement
Kuala
the
entitlement
the
the
the
of
has
Depositor's
Depositor's
forthcoming
the
Depositor's
Lumpur
been
Sdn.
Company
bythe
only
only
the
prepared
Bhd.
Stock
Securities
in
Company's
Securities
in
Annual
Securities
respect
will
respect
will
Exchange
be
not
inGeneral
held
of:
Account
accordance
of:
Account
Account
be
Account
Share
on
accepting
on
Wednesday,
Meeting
aRegistrar,
before
before
cum
before
with
any
entitlement
of
12.30
12.30
12:30
12:30
MASB
the
Malaysian
request
27Company
p.m.
p.m.
June
p.m.
p.m.
26
basis
on
on
for
2001.
on
on
Interim
Share
3
26
to
28
October
according
be
June
Registration
Financial
held
of
2001
shares
on
to
27
in
21 November 2005
Kuala Lumpur
By Order of the Board
Moriami Mohd
Company Secretary
******************************
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