Revenue 213,511, ,474, ,421, ,101,880 Cost of sales (222,471,990) (183,085,688) (766,760,310) (520,471,106)

Transcription

1 TRC SYNERGY BERHAD Condensed Consolidated Statement of Comprehensive Income for the quarter ended 31 December 2013 Comparative 12 months 12 months Current quarter quarter ended cumulative to cumulative to ended 31/12/13 31/12/12 31/12/13 31/12/12 RM RM RM RM Revenue 213,511, ,474, ,421, ,101,880 Cost of sales (222,471,990) (183,085,688) (766,760,310) (520,471,106) Gross (Loss)/Profit (8,960,816) 11,389,227 34,661,230 45,630,774 Other income 9,374,577 2,748,532 14,570,215 5,211,195 Administrative expenses (11,309,914) (8,818,326) (34,083,921) (32,603,674) Operating (Loss)/Profit (10,896,153) 5,319,433 15,147,524 18,238,295 Finance income 821,966 2,251,664 5,306,076 5,936,178 Finance costs (1,843,236) (652,061) (4,732,864) (1,506,205) Share of results of associated company 45,510 (282,201) (33,834) 175,753 (Loss)/Profit before taxation (11,871,913) 6,636,835 15,686,902 22,844,021 Taxation 4,332,394 (3,380,604) (4,996,486) (13,613,299) (Loss)/Profit for the year (7,539,519) 3,256,231 10,690,416 9,230,722 Other comprehensive income, net of tax Foreign currency translation differences for foreign operations (266,348) (430,307) (427,509) (593,477) Fair value of available-for-sale financial asset ,730 Realisation of profit on disposal of investment (1,105,638) Revaluation of property, plant & qeuipment 3,164,105-3,164,105 - Other comprehensive Income/(Loss) for the year, net of tax 2,897,757 (430,307) 2,736,596 (1,672,385) Total comprehensive (Loss)/Income for the year (4,641,762) 2,825,924 13,427,012 7,558,337 Profit attributable to: Owners of the parent (7,619,300) 3,256,231 10,344,332 9,230,722 Non-controlling interests 79, ,084 - (Loss)/Profit for the year (7,539,519) 3,256,231 10,690,416 9,230,722 Total comprehensive income attributable to: Owners of the parent (4,727,556) 2,825,924 13,053,480 7,558,337 Non-controlling interests 85, ,532 - Total comprehensive (Loss)/Income for the year (4,641,762) 2,825,924 13,427,012 7,558,337 (LPS)/EPS attributable to owners of the parent: Basic (sen) (1.60) Diluted (sen) (1.58) (The Condensed Consolidated Statement of Comprehensive Income should be read in conjunction with the Audited Financial Statements for the year ended 31st December 2012)

2 TRC SYNERGY BERHAD Condensed Consolidated Statement of Financial Position as at 31 December 2013 As at 31/12/13 As at 31/12/12 RM RM ASSETS NON-CURRENT ASSETS Investment properties 18,024,146 17,089,674 Property, Plant & Equipment 67,199,288 38,744,912 Properties held for development 49,338,771 12,068,603 Intangible assets 9,177 9,177 Investment in Associate 11,882,647 11,845,933 Other investments 26,494,115 28,988,934 Other receivables - 33,985,664 Deferred tax assets 379, , ,327, ,329,570 CURRENT ASSETS Property development costs 26,921,417 22,936,820 Inventories 1,316,796 1,914,420 Trade & other receivables 283,062, ,404,304 Other current assets 129,518,858 87,503,040 Cash & bank balances 152,916, ,982, ,735, ,741,536 TOTAL ASSETS 767,063, ,071,106 EQUITY AND LIABILITIES Equity attributable to equity holders of the Company Share Capital 238,537, ,125,452 Share premium 139, ,187 Other reserves 3,126, ,171 Retained earnings 83,190,386 74,563,048 Equity attributable to owners of the Parent 324,994, ,228,858 Non-controlling Interests 623,162 - Total Equity 325,617, ,228,858 NON-CURRENT LIABILITIES Borrowings 39,849,576 27,604,012 Deferred tax liabilities 2,939,580 1,991,287 42,789,156 29,595,299 CURRENT LIABILITIES Borrowings 170,353,929 87,252,047 Trade & other payables 175,382, ,220,630 Other current liabilities 50,627,710 56,570,220 Taxation 2,292,461 3,204, ,656, ,246,949 Total Liabilities 441,445, ,842, ,063, ,071,106 Net assets per share (RM) (The Condensed Consolidated Statement of Financial Position should be read in conjunction with the Audited Financial Statements for the year ended 31st December 2012)

3 TRC SYNERGY BERHAD Condensed Consolidated Statement of Changes in Equity for the year ended 31 December 2013 Attributable to owners of the parent Non-contro Interests Total Equity Non-distributable Foreign ICULS Asset Currency (Equity Share Fair Value Revaluation Translation Retained Sub- Share Capital componen Premium Reserve Reserve Reserve Profits Total RM RM RM RM RM RM RM RM RM RM At 1 January ,125, , ,023 (230,852) 74,563, ,228, ,228,858 Issuance of shares to non-controlling interests , ,630 Exercise of Warrants A Exercise of Warrants B Exercise of ESOS 412,250-16, , ,740 Dividend (1,716,994) (1,716,994) - (1,716,994) Revaluation during the year 3,164,105 3,164,105 3,164,105 Foreign currency translation difference for foreign operations (454,957) - (454,957) 27,448 (427,509) Other comprehensive income for the year ,164,105 (454,957) - 2,709,148 27,448 2,736,596 Profit for the year ,344,332 10,344, ,084 10,690,416 Total comprehensive income for the year ,164,105 (454,957) 10,344,332 13,053, ,532 13,427,012 At 31 December ,537, ,677-3,812,128 (685,809) 83,190, ,994, , ,617,246 At 1 January ,870, ,554 5,020 1,078, , ,625 72,873, ,575, ,575,107 Dividend (7,142,992) (7,142,992) - (7,142,992) Bonus Issue of shares Conversion of ICULS 904, , ,116 ICULS adjustment 397,808 (397,808) Equity components of ICULS - ####### (736,554) - (736,554) Exercise of Warrants A Exercise of Warrants B Exercise of ESOS 2,951, , ,069,706-3,069,706 Total comprehensive income for the year (1,078,908) - (593,477) 9,230,722 7,558,337-7,558,337 *** At 31 December ,125, ,187 (0) 648,023 (230,852) 74,563, ,228, ,228,858 *** Inclusive of fair value reserve realised upon disposal of investment amounting to RM1,097,554. The Foreign Currency Translation Reserve represents currency translation differences on foreign currency net investments. (The Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the Audited Financial Statements for the year ended 31st December 2012)

4 TRC SYNERGY BERHAD Condensed Consolidated Statement of Cash Flows for the year ended 31 December months 12 months ended ended 31/12/ /12/2012 RM RM Cash flows from operating activities Profit before tax 15,686,902 22,844,021 Adjustments for : Depreciation of property, plant & equipment 8,317,932 5,603,378 Interest expense 6,391,059 1,150,275 Interest income (5,306,076) (5,928,313) Finance cost on ICULS - 166,324 Share of results of associates 33,834 (175,753) Exchange reserve arising due to retranslation of financial statements in foreign currency (427,509) (592,466) Loss/(Gain) on disposal of property, plant & equipment 10,165 (407,053) Unrealised (gain)/loss on foreign exchange 2,628,951 1,244,013 Negative goodwill on acquisition of subsidiary company (63) (1,943) Gain on disposal of other investment - (12,310) Realised gain on disposal of other investment - (1,105,638) Loss on disposal of investment properties (1,642,389) 10,400 Property, plant & equipment written off Revaluation surplus on revaluation of investment properties (5,587,471) - Operating profit before working capital changes 20,105,358 22,795,609 Working capital changes :- Inventories 597,624 29,201 Receivables (67,841,851) (167,332,813) Payables 24,811,615 69,067,353 Property development project costs (3,984,597) (12,585,249) Cash used in operating activities (26,311,851) (88,025,899) Interest paid (6,391,059) (1,150,275) Taxation paid (11,414,943) (7,686,837) Interest received 5,306,076 5,928,313 Net cash used in operating activities (38,811,777) (90,934,698) Cash flows from investing activities Purchase of property, plant & equipment (41,327,332) (21,092,425) Proceeds from disposal of property, plant & equipment 7,816, ,656 Proceeds from disposal of investment - 24,419,690 Proceeds from disposal of investment properties 6,295, ,600 Land held for development 2,647,057 7,873,639 Other receivables 33,985,664 (33,985,664) Associate company (70,548) 364,570 Purchase of investment 2,494,820 - Net cash outflow from acquisition of subsidiary company (20,376,597) 1,943 Net cash used in investing activities (8,535,400) (21,125,991) Cash flows from financing activities Fixed deposits (9,313,838) (5,581,017) Proceeds from short term borrowings 48,788,878 73,493,107 Repayment of long term borrowings 12,245,564 27,604,012 Procees on share premium from ESOS and warrants exercised 16, ,167 Dividend paid (1,716,994) (7,142,992) Proceeds from ESOS exercised 412,250 2,951,640 Proceeds from Warrants exercised - 1,037 Proceeds from issuance of shares to non-controlling interests 249,630 - Net cash generated from financing activities 50,681,980 91,443,954 Net increase/(decrease) in cash and cash equivalents 3,334,803 (20,616,735) Effects of foreign exchange rate changes 169, ,355 Cash and cash equivalents at beginning of year 41,988,420 62,023,800 Cash and cash equivalents at end of year 45,492,687 41,988,420 Cash and cash equivalents at end of year comprise : Cash and bank balances 61,423,586 45,316,885 Fixed deposits with licensed banks 11,730,444 8,217,475 Bank overdrfts (27,661,343) (11,545,940) 45,492,687 41,988,420 (The Condensed Consolidated Statement of Cash Flows should be read in conjunction with the Audited Financial Statements for the year ended 31st December 2012)

5 TRC SYNERGY BERHAD (Company No D) (Incorporated in Malaysia) QUARTERLY REPORT ON CONSOLIDATED RESULTS FOR THE FOURTH QUARTER ENDED 31 ST DECEMBER 2013 (The figures have not been audited) Explanatory Notes 1. Accounting policies The unaudited interim financial statements have been prepared in accordance with the requirements of MFRS 134: Interim Financial Reporting and paragraph 9.22 of the Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Malaysia ). The interim financial statements have been prepared under the historical cost convention except as disclosed in the summary of significant accounting policies and comply with the approved Malaysian Financial Reporting Standards ( MFRS ) in Malaysia. The unaudited interim financial statements should be read in conjunction with audited financial statements of the Group for the financial year ended 31 December These explanatory notes attached to the interim financial statements provide an explanation of events and transactions that are significant to an understanding of the changes in the financial position and performance of the Group since the year ended 31 December 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 31 December 2012 except for the adoption of new MFRSs, amendments and IC Interpretations that are mandatory for the Group for the financial year beginning 1 January The adoption of these MFRSs, amendments and Interpretations do not have a material impact on the interim financial information of the Group. The following are accounting standards, amendments and interpretations of the MFRS framework that have been issued by the Malaysian Accounting Standards Board but have not been adopted by the Group:- 1

6 MFRSs, Amendments to MFRSs and IC Interpretations Effective for annual period beginning on or after MFRS 9 Financial Instruments 1 January 2015 Amendments to MFRS 7 Disclosures Mandatory Effective Date of MFRS 9 and Transition Disclosures 1 January 2015 Amendments to MFRS 10, MFRS 12 & MFRS 127 Consolidated Financial Statements, Disclosure of Interests in Other Entities and Separate Financial Statements for Investment Entities 1 January 2014 Amendments to MFRS 132 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities 1 January Status of Financial Statements Qualification The auditors report on the financial statements for the year ended 31 December 2012 was not qualified. 3. Seasonal or Cyclical Factors The Group s operations were not significantly affected by seasonal and cyclical factors. 2

7 4. Items affecting assets, liabilities, equity, net income or cash flows that are unusual to the nature, size or incidence There were no unusual items affecting the assets, liabilities, equity, net income or cash flows for the current quarter and financial year to date other than the following which were included in administration expenses and other operating income:- Fourth quarter Cumulative 12 months 31/12/ /12/ /12/ /12/2012 RM RM RM RM Revaluation surplus on revaluation of : - Freehold buildings 3,164,105-3,164, Investment properties 5,587,471-5,587,471 - Unrealised loss/(gain) on foreign exchange 1,522,787 (523,936) 2,628,951 1,244, Changes in Estimates There were no changes in estimates that have a material effect in the current quarter. 6. Changes in Share Capital and Loan Stocks Employee Share Options Scheme During the quarter under review, the Company issued 10,000 ordinary shares of RM0.50 each for cash pursuant to the Company s Employee Share Options Scheme ( ESOS ) at exercise price of RM0.52 per ordinary share. Total number of ordinary shares issued by the Company pursuant to the ESOS Scheme as at 31 December 2013 totalling 16,261,780 shares. As at 31 December 2013, 9,110,420 ESOS have not been exercised. 3

8 Warrants A (2007/2017) No warrants were exercised during the quarter ended 31 December As at 31 December 2013, 86,738,717 Warrants A have not been exercised. Warrants B (2011/2016) No warrants were exercised during the quarter ended 31 December As at 31 December 2013, 93,495,074 Warrants B have not been exercised. 7. Dividend paid The Company paid a first and final dividend of 0.48 sen per share less 25% taxation amounting to RM1,716,994 in respect of the financial year ended 31 December 2012 on 15 July

9 8. Segment Reporting Segment revenue and profit before taxation were as follows: CURRENT FINANCIAL YEAR-TO-DATE GROUP (BY ACTIVITIES) TURNOVER PROFIT/(LOSS) BEFORE TAX RM 000 RM 000 Investment holding and the provision of corporate, administrative and 8,600 ( 6,194) financial support services. Construction works 804,333 13,024 Project development management services and property development 26,586 6,857 Manufacturing and dealing in concrete piles and ready-mixed 30,606 1,443 concrete Energy ,125 15,130 Group s share of results of associated company - ( 34 ) 870,125 15,096 Intra-group items ( 68,703) ,422 15,687 5

10 9. Valuation of property, plant & equipment The Group had revalued its freehold buildings and investment properties during the current quarter based on independent professional valuations on an open market basis and the resulting revaluation surplus have been incorporated into the financial statements. Valuation of freehold buildings The revaluation of the Group s freehold buildings is as follows:- RM Carrying value 3,299,749 Current market value 6,463, Revaluation surplus 3,164,105 ======== Valuation of investment properties The revaluation of the Group s investment properties is as follows:- RM Carrying value 11,873,675 Current market value 17,461, Revaluation surplus 5,587,471 ======== 10. Subsequent Events Employee Share Options Scheme The Company issued 25,000 ordinary shares of RM0.50 each for cash pursuant to the Company s ESOS at exercise price of RM0.52 per ordinary share. 6

11 11. Changes in the composition of the Group On 1 April 2013, TRC (B) Sdn Bhd, a subsidiary company of the Group, increased its paid up share capital from BND500,000 to BND1,000,000 ordinary shares by issuance of 500,000 ordinary shares of BND1 each, fully paid by cash. 99,999 of the shares allotted was subscribed by the non-controlling interests resulting the above mentioned subsidiary company became a 90% owned subsidiary company of the Group. 12. Contingent Liabilities There were no material changes in contingent liabilities for the Group as at the date of this announcement. 13. Capital Commitment RM Approved and contracted for 5,520,068 ======= This is in respect of purchase of a piece of land amounting to RM6,133, Related Party Transactions There was no related party transactions during the quarter ended 31 December Review of performance of the Company and its Principal Subsidiaries The Group recorded a loss before tax of RM11,871,913 in the current quarter as compared with a profit before tax of RM6,636,835 in the corresponding quarter. Substantial loss reported in the current quarter is attributable to the revision of budgeted costs and costs over run for some of the on-going construction projects that have resulted in a lower gross margin. 7

12 16. Material changes in the Profit Before Taxation for the Current Quarter as compared with the Immediate Preceding Quarter The Group recorded a loss before tax of RM11,871,913 in the current quarter as compared with a profit before tax of RM9,386,578 recorded in the immediate preceding quarter. The loss reported in the current quarter is attributable to lower gross margin recorded as mentioned in note 15 above. 17. Prospects for the current financial year With the progress of the Group s major on-going projects, the Group expects these projects will contribute positively to the performance of the Group. 18. Variance of Actual Profit against Estimated Profit The disclosure requirement for this section is not applicable to the Group. 19. Income tax The tax expenses comprise the following: Individual Quarter Cumulative Quarter Current Preceding Year Current Preceding Year Year Corresponding Year Corresponding Quarter Quarter To Date Period RM 000 RM 000 RM 000 RM 000 Current taxation ( 5,816) 1,608 2,191 5,240 Foreign taxation 446 ( 640) 1,370 ( 91) Prior year under provision - 1, ,135 Defer red taxation 1, ,151 1,329 ( 4,332) 3,380 4,996 13,613 ======= ====== ====== ====== The effective tax rate is higher than the statutory tax rate due to certain expenses being disallowed for tax purposes. 8

13 20. Profit on sale of investments and properties During the year, certain subsidiary companies of the Group disposed off their investment properties for a total consideration of RM6,313,365 and a gain of RM1,642, Quoted Securities The Company did not hold any quoted securities for the quarter ended 31 December Status of Corporate Proposal There was no outstanding corporate proposal. 23. Group Borrowings and Debt Securities Total borrowings of the Group as at 31 December 2013 are as follows:- Security Type Amount ( 000) Currency Secured Short Term 170,354 RM Secured Long Term 39,850 RM Unsecured Long Term - RM 24. Off Balance Sheet Financial Instruments There were no off balance sheet financial instruments as at the date of this announcement. 9

14 25. Realised and Unrealised Profits/Losses Disclosure As at As at 31/12/13 31/12/12 RM 000 RM 000 Total retained earnings of TRC Synergy Bhd and its subsidiaries: - Realised 129, ,689 - Unrealised 1,151 1, , ,376 Total share of retained earnings from associated companies: - Realised ( 1,184 ) ( 2,989 ) - Unrealised 66 38_ 129, ,425 Less: Consolidation adjustments ( 46,645 ) ( 48,862 ) Total group retained earnings as per consolidated accounts 83,190 74,563_ 26. Material Litigation Save as disclosed below, the Company and its subsidiary companies are not involved in any material litigation, either as plaintiff or defendant, claims or arbitration and the Board does not have any knowledge of any proceedings, pending or threatened against the Company and its subsidiary companies, or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position and business of the Company and/or its subsidiaries companies:- i) Arbitration between the Company s subsidiary, Trans Resources Corporation Sdn Bhd ( TRC ) and Carmichael Asia Sdn Bhd On 18 August 2008, TRC entered into a contract with Carmichael Sdn Bhd ( Carmichael ) whereby TRC employed Carmichael for the manufacturer/ procurement of two (2) units of fire-fighting engines ( Fire Fighting Units ) for the Sultan Mahmud Airport situated in Kuala Terengganu ( the Agreement ). Carmichael was to deliver the Fire Fighting Units by January However, they were only able to supply one (1) Fire Fighting Unit. This has caused TRC to source and obtain supply from another supplier, CME Edaran Sdn Bhd, at a higher cost. TRC is claiming an amount of RM2,209, from Carmichael for breach of contract due to Carmichael s failure to deliver the remaining Fire Fighting Unit within the prescribed date, resulting in TRC incurring 10

15 additional cost for engaging another supplier. Carmichael is disputing the amount and both parties have agreed to proceed with the matter by way of arbitration as provided for in clause 25 of the contract. The arbitration process has been completed whereby the Arbitrator has handed down an award in favour of TRC. The Defendant was requested to pay TRC RM2,209,335 million together with cost of RM46, In relation thereto, the necessary legal actions have been initiated in the High Court of Kuala Lumpur since early 2013 against Carmichael for the recovery of the abovementioned outstanding amount. The proceedings are ongoing. ii) Calling for the Performance Bond from Al-Hidayah Investment Bank (Labuan) Limited On July 2006, TRC entered into a sub-contract with Syarikat Elektrik RBA Sdn Bhd (the Sub Contractor ) whereby the Sub-Contractor was entrusted to design, construct, install, test, commission and maintain the general Mechanical and Engineering works for the Kompleks Penjara Baru Bentong in Pahang Darul Makmur (the Contract ). The Sub- Contractor has provided TRC with a performance bond dated 7 July 2006 from Al-Hidayah Investment Bank (Labuan) Limited (the Bank ) ( Performance Bond ) whereby the Bank will pay TRC an amount of RM2,321, if the Sub-Contractor is unable to perform the contract. Due to the non-performance of the contract on the part of the Sub- Contractor, TRC has called on the Performance Bond of an amount of RM2,321, The Bank disputed liability. The necessary legal action has been initiated and TRC has obtained Judgment In Default against the Bank. Since there was no payment made, TRC had initiated the Writ of Seizure and Sale against the Bank. The Bank, at the same time had filed an application to set aside judgment and stay the execution of judgment to the Court. Ultimately, TRC agreed to the proposal from the Bank to settle the dispute out of Court and RM1.0 million was offered to and accepted by TRC as full and final payment excluding the legal costs which need to be borne by the Bank. 27. Dividends The directors have not recommended the payment of any dividend for the quarter ended 31 December

16 28. Earnings/(Loss) per share The basic earnings per share was calculated based on the net profit for the year attributable to owners of the parent of RM10,344,332 (2012: RM9,230,722) and on the weighted average number of ordinary shares in issue of 476,735,525 (2012: 475,118,467) shares. The fully diluted earnings per share for the year have been computed using a weighted average number of shares of 483,508,038 (2012: 485,121,538) after adjusting for the dilutive effects of the share options granted to employees and directors and warrants outstanding. 12