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GOLDEN HOPE PLANTATIONS BERHAD
(Incorporated in Malaysia)
(Company No : 29992-U)
QUARTERLY REPORT FOR THE THIRD QUARTER ENDED 31ST MARCH, 2003
The Directors have pleasure in announcing that the unaudited consolidated results for the third quarter ended 31st
March, 2003 were:
CONDENSED CONSOLIDATED INCOME STATEMENT
THIRD QUARTER CUMULATIVE QUARTER
CURRENT PRECEDING CURRENT PRECEDING
YEAR YEAR YEAR YEAR
31.03.03 31.03.02 31.03.03 31.03.02
RM'000 RM'000 RM'000 RM'000
Revenue 789,790 569,575 2,044,197 1,280,775
Operating expenses (715,418) (526,857) (1,844,236) (1,240,957)
Investment income - - 1,750 -
Interest income 2,086 3,051 6,276 11,928
Other income 1,697 991 8,643 3,143
Operating profit before finance cost 78,155 46,760 216,630 54,889
Finance cost (2,011) (2,480) (6,269) (4,809)
Operating profit after finance cost 76,144 44,280 210,361 50,080
Associated companies 9,534 8,687 29,302 23,085
Profit before taxation 85,678 52,967 239,663 73,165
Taxation (22,562) (13,389) (61,950) (20,706)
Profit after taxation 63,116 39,578 177,713 52,459
Minority interest (588) 792 3,641 4,297
Profit attributable to shareholders 62,528 40,370 181,354 56,756
Earnings per share (sen) :
- Basic 6.05 3.94 17.54 5.54
- Fully diluted 6.03 3.92 17.49 5.51
The Condensed Consolidated Income Statements should be read in conjunction with the Annual Financial Statements
for the year ended 30th June, 2002.
(6)
CONDENSED CONSOLIDATED BALANCE SHEET
AS AT AS AT
END OF PRECEDING
CURRENT FINANCIAL
QUARTER YEAR END
31.03.03 30.06.02
RM'000 RM'000
(unaudited) (audited)
Property, plant & equipment 2,599,256 2,582,870
Associated companies 169,511 152,113
Investments 50,686 50,686
Development properties 375,956 363,409
Current assets
Property development-in-progress 937,542 935,227
Amount due from customers 82,088 90,255
Inventories 261,649 236,373
Receivables, deposits and prepayments 474,022 425,842
Short term investments 303,865 256,005
Bank balances and cash 64,496 111,895
2,123,662 2,055,597
Current liabilities
Payables, accruals and provision 373,992 424,101
Amount due to customers 43,447 33,607
Borrowings 197,971 298,213
Taxation 118,958 64,776
734,368 820,697
Net current assets 1,389,294 1,234,900
4,584,703 4,383,978
Financed by:
Share capital 1,034,347 1,033,242
Reserves 2,959,213 2,880,165
Shareholders' funds 3,993,560 3,913,407
Minority interests 151,344 154,985
Long term borrowings 125,133 -
Long term payable 282,639 282,639
Deferred taxation 32,027 32,947
4,584,703 4,383,978
Net tangible assets per share (RM) 3.86 3.79
The Condensed Consolidated Balance Sheet should be read in conjunction with the Annual Financial
Statements for the year ended 30th June, 2002.
(7)
-
(9)
STATEMENT OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 31ST MARCH, 2003
________ Non-distributable __________ Distributable
Share Share Reserve on Exchange Retained
capital premium consolidation adjustment profit Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
At 1st July, 2002 1,033,242 797,227 71,371 13,415 1,998,152 3,913,407
Profit for the year - - - - 181,354 181,354
Dividends paid - - - - (110,047) (110,047)
Issue of shares 1,105 1,933 - - - 3,038
Translation of foreign
subsidiary companies - - - 5,808 - 5,808
At 31st March, 2003 1,034,347 799,160 71,371 19,223 2,069,459 3,993,560
At 1st July, 2001 1,020,671 775,076 71,371 4,222 1,962,345 3,833,685
Profit for the year - - - - 56,756 56,756
Dividends paid - - - - (42,594) (42,594)
Issue of shares 9,471 16,630 - - - 26,101
Translation of foreign
subsidiary companies - - - (109) - (109)
At 31st March,2002 1,030,142 791,706 71,371 4,113 1,976,507 3,873,839
The Consolidated Statement of Changes in Equity should be read in conjunction with the Annual Financial Statements for the
year ended 30th June, 2002.
( 10 )
-
( 11 )
3,994,560 1,000
( 13 )
CONDENSED CASH FLOW STATEMENT
FOR THE NINE MONTHS ENDED 31ST MARCH, 2003
FOR THE FOR THE
9 MONTHS 9 MONTHS
ENDED ENDED
31.03.03 31.03.02
RM'000 RM'000
Net Profit Before Taxation 239,663 73,165
Adjustment of non-cash flow :
Depreciation 59,578 41,510
Other non-cash items 9,169 10,369
Non-operating items (investing/financing) (12,007) (4,955)
Operating Profit Before Working Capital Changes 296,403 120,089
Working capital changes
Net change in current assets (45,449) (150,099)
Interest paid (9,861) (7,561)
Tax paid (7,811) (22,537)
Net change in current liabilities (60,109) 21,737
Net Cash Flows From Operating Activities 173,173 (38,371)
Cash Flow From Investing Activities
Purchase of property, plant and equipment (82,811) (225,490)
Proceeds from disposal of property, plant and equipment 3,671 366
Expenditure on property development (11,269) (81,652)
(90,409) (306,776)
Cash Flow From Financing Activities
Issue of shares and premium 3,038 26,101
Dividends paid (110,047) (42,594)
Bank borrowings 18,108 153,978
Net Cash (Deficit)/ Surplus From Financing Activities (88,901) 137,485
Net (Decrease) In Cash And Cash Equivalents (6,137) (207,662)
Cash And Cash Equivalents At Beginning Of Period 359,853 682,148
Effects Of Exchange Rate Changes (185) 95
Cash And Cash Equivalents At End Of Period 353,531 474,581
The cash and cash equivalents comprise:
Short term investments 303,865 428,040
Bank balance and cash 64,496 58,817
Bank overdraft (14,830) (12,276)
353,531 474,581
The Condensed Consolidated Cash Flow Statement should be read in conjunction with the Annual Financial
Statements for the year ended 30th June, 2002.
( 14 )
- -
( 16 )
NOTES
1) Accounting Policies
This interim financial report has been prepared in accordance with Malaysian Accounting Standard Board Standard 26 "Interim
Financial Reporting" and Chapter 9 Part K of the Listing Requirements of the Kuala Lumpur Stock Exchange. The accounting
policies and methods of computation used are consistent with those used in the preparation of the most recent annual audited financial
statements.
2) Annual Audit Report
The annual audit report of the preceding annual financial statements was not qualified.
3) Seasonal Or Cyclical Factors
The Group's operations were, to a certain extent affected by seasonal or cyclical factors. However, due to the diversity of its business,
any seasonal or cyclical factors would effectively mitigate each other and therefore would not have material adverse effects on the
earnings of the Group.
4) Extraordinary Items
There were no extraordinary items for the current quarter and financial period todate.
5) Changes In Estimated Amounts Reported In Prior Period Which Have Effect On The Current Period
There were no changes in estimated amounts reported in prior period, which have a material effect on the current period.
6) Changes In Debt And Equity Securities
There has been no issuance or repayment of debts and equity securities, share buy-back, share cancellations, shares held as treasury
shares and resale of treasury shares for the period ended 31st March, 2003, except for the issuance of 1,105,000 ordinary shares of
RM1.00 each pursuant to the Company's Employees' Share Option Scheme (ESOS).
7) Dividends Paid
The interim dividend of 7 sen per share less tax at 28% for the financial year ending 30th June, 2003 was declared on 17th February,
2003 and paid on 25th March, 2003.
The final dividend in respect of the financial year ended 30th June, 2002, of 7 sen per share comprising 2 sen tax exempt and 5 sen
less tax at 28% was paid on 25th October, 2002.
( 17 )
8) Segmental Reporting
Segmental information for the period ended 31st March, 2003 were as follows :
a) Analysis by industries :
Property
Agribusiness and development
other related and International
businesses management Industries business Elimination Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
3 Months ended
31st March, 2003
External sales 167,424 35,469 280,386 306,511 - 789,790
Intersegment sales 75,916 - 3,351 - (79,267) -
Total revenue 243,340 35,469 283,737 306,511 (79,267) 789,790
Operating profit 77,747 (80) (5,956) 650 - 72,361
Investment income -
Interest income 2,086
Other income 1,697
Associated companies 9,534
Profit before taxation 85,678
3 Months ended
31st March, 2002
External sales 107,846 29,906 228,256 203,567 - 569,575
Intersegment sales 24,897 - 8,466 - (33,363) -
Total revenue 132,743 29,906 236,722 203,567 (33,363) 569,575
Operating profit 26,419 16,363 (5,766) 3,222 - 40,238
Investment income -
Interest income 3,051
Other income 991
Associated companies 8,687
Profit before taxation 52,967
9 Months ended
31st March, 2003
External sales 448,678 99,240 620,787 875,492 - 2,044,197
Intersegment sales 184,789 - 10,109 - (194,898) -
Total revenue 633,467 99,240 630,896 875,492 (194,898) 2,044,197
Operating profit 194,097 18,213 (15,616) (3,002) - 193,692
Investment income 1,750
Interest income 6,276
Other income 8,643
Associated companies 29,302
Profit before taxation 239,663
( 18 )
8) Segmental Reporting (Cont'd)
Property
Agribusiness and development
other related and International
businesses management Industries business Elimination Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
9 Months ended
31st March, 2002
External sales 326,895 76,526 567,614 309,740 - 1,280,775
Intersegment sales 67,507 - 8,466 - (75,973) -
Total revenue 394,402 76,526 576,080 309,740 (75,973) 1,280,775
Operating profit 36,576 11,837 (12,759) (645) - 35,009
Investment income -
Interest income 11,928
Other income 3,143
Associated companies 23,085
Profit before taxation 73,165
b) Analysis by geographical location :
Profit
before
Revenue taxation
RM'000 RM'000
9 Months ended
31st March, 2003
Malaysia 1,168,705 242,665
Europe 794,532 3,935
Asia 12,838 (1,657)
South East Asia 68,122 (5,280)
2,044,197 239,663
9 Months ended
31st March, 2002
Malaysia 971,035 73,810
Europe 233,963 3,045
Asia 23,207 (1,548)
South East Asia 52,570 (2,142)
1,280,775 73,165
9) Valuation Of Property, Plant And Equipment
The Group did not carry out any valuation on its property, plant and equipment.
( 19 )
10) Material Events Subsequent To The End Of Financial Period
On 30th April, 2003, Aseambankers Malaysia Berhad, on behalf of the Directors of Golden Hope Plantations Berhad announced that
Golden Hope Development Sdn. Bhd. (Golden Hope Development), wholly-owned subsidiary, entered into four (4) separate
conditional Joint Venture Agreements (JVA) with Negara Properties Smarthome Sdn. Bhd. (NP Smarthome), Melawati Development
Sdn. Bhd. (Melawati) and Negara Properties Realty Sdn. Bhd. (NP Realty), all wholly-owned subsidiaries of Negara Properties (M)
Berhad, a subsidiary which is 62% held by the Golden Hope Group to set up the following:
a) Unincorporated Joint Venture (JV) between Golden Hope Development and NP Smarthome for the development of Bangi
Estate (Bangi Estate JV). The Bangi Estate JV involves the development of several parcels of lands with an estimated area of
722.63 acres, situated at approximately 20 Kilometres south of Kajang town. NP Smarthome will develop the land into a
new township.
N.P. Smarthome will undertake, bear the costs of the development and sell the units constructed thereon. In consideration,
NP Smarthome will pay Golden Hope Development, the land owner, a proportion of the revenue generated from the sale,
lease or tenancy of units and undeveloped lands in the follow manner:
For Units:
NP Smarthome's revenue sharing ratio 73%
Golden Hope Development's revenue sharing ratio 27%
For Undeveloped land:
NP Smarthome's revenue sharing ratio 60%
Golden Hope Development's revenue sharing ratio 40%
b) Unincorporated JV between Golden Hope Development and Melawati for the development of Old Lunderston Estate (Old
Lunderston Estate JV). The Old Lunderston Estate JV involves the development of several parcels of lands measuring
approximately 394.36 acres situated along the north-east side of the Klang-Banting road, opposite Kg. Sungai Jenjarom. The
land is planned for residential, commercial and industrial development.
Melawati will undertake, bear the costs of the development and sell the units constructed thereon. In consideration, Melawati
will pay Golden Hope Development, the land owner, a proportion of the revenue generated from the sale, lease or tenancy of
units and undeveloped lands in the follow manner:
For Units:
Melawati's revenue sharing ratio 83%
Golden Hope Development's revenue sharing ratio 17%
For Undeveloped land:
Melawati's revenue sharing ratio 60%
Golden Hope Development's revenue sharing ratio 40%
c) Unincorporated JV between Golden Hope Development and Melawati for the development of a part of Kota Bayuemas (Kota
Bayuemas JV). The Kota Bayuemas JV involves the development of several parcels of lands measuring approximately
154.37 acres, situated in Pandamaran and has frontages to Jalan Langat, Jalan Pandarmaran, Kesas Highway and Lebuhraya
Pelabuhan Barat. The land is planned for mixed development.
Melawati will undertake, bear the costs of the development and sell the units constructed thereon. In consideration, Melawati
will pay Golden Hope Development, the land owner, a proportion of the revenue generated from the sale, lease or tenancy of
units and undeveloped lands in the follow manner:
For Units:
Melawati's revenue sharing ratio 77%
Golden Hope Development's revenue sharing ratio 23%
For Undeveloped land:
Melawati's revenue sharing ratio 60%
Golden Hope Development's revenue sharing ratio 40%
( 20 )
10) Material Events Subsequent To The End Of Financial Period (Cont'd)
d) Unincorporated JV between Golden Hope Development and NP Realty for the development of a part of Kota Seriemas (Kota
Seriemas JV). The Kota Seriemas JV involves the development of several parcels of lands measuring approximately
1,330.75 acres situated in Negeri Sembilan, at the border of Selangor, within a few minutes drive from the Kuala Lumpur
International Airport (KLIA) and the Sepang International Circuit. The land is planned for a self-contained township.
NP Realty will undertake, bear the costs of the development and sell the units constructed thereon. In consideration, NP
Realty will pay Golden Hope Development, the land owner, a proportion of the revenue generated from the sale, lease or
tenancy of units and undeveloped lands in the follow manner:
For Units:
NP Realty's revenue sharing ratio 80%
Golden Hope Development's revenue sharing ratio 20%
For Undeveloped land:
NP Realty's revenue sharing ratio 60%
Golden Hope Development's revenue sharing ratio 40%
The proposed JV are subject to the following approvals:
a) the shareholders of Golden Hope Plantations Berhad; and
b) the shareholders of Negara Properties (M) Berhad.
Save for the above, there were no other material factors or events which has occurred between the end of the financial period and 12th
February, 2003 affecting the earnings of the Group.
11) Changes In The Composition Of The Group
There were no changes in the composition of the Group for the current quarter and financial period todate.
12) Contingent Liabilities
There were no contingent liabilities as at the date of issue of this report.
13) Review Of Performance
Group profit for the nine months improved substantially over the corresponding period last year. Higher surplus from agribusiness
and property contributed to the increase in profit whilst losses were incurred by industries and international business.
14) Material Changes In the Quarterly Results Compared To The Preceding Quarter
Group profit for the quarter just ended showed an increase of 20% compared to the previous quarter. This was largely attributable to
higher surplus from agribusiness. The performance of property and international business improved slightly over the previous
quarter. The industries division continued to show losses.
15) Current Year Prospects
Group profit for the current year is anticipated to be significantly higher than last year. This is mainly the result of the improved
performance of agribusiness and property. Industries will incur lower losses whilst international business will continue to record
losses.
16) Variance Of Actual Profit From Forecast Profit
No profit forecast or profit guarantee were made or issued during the period.
( 21 )
17) Taxation
The tax expense comprised:
THIRD QUARTER CUMULATIVE QUARTER
CURRENT PRECEDING CURRENT PRECEDING
YEAR YEAR YEAR YEAR
QUARTER QUARTER TODATE TODATE
RM'000 RM'000 RM'000 RM'000
Current 23,269 13,461 61,993 20,902
Deferred (797) (105) (920) (310)
Associated companies 90 33 877 114
22,562 13,389 61,950 20,706
The effective tax rate of the Group for the current quarter and current financial year is lower than the statutory tax rate due to the
utilisation of brought forward unutilised capital and agricultural allowances as well as tax incentives available to certain subsidiary
and associated companies.
18) Profit On Sale Of Investments And/Or Properties
There were no disposal of unquoted investments and/or properties outside the ordinary course of business of the Group for the current
quarter and financial period todate.
19) Quoted Securities
a) There were no purchases or disposal of quoted securities for the current quarter and financial period todate.
b) Investment in quoted shares as at 31st March, 2003 were as follows:
At At
At Book Market
Cost Value Value
RM'000 RM'000 RM'000
- Subsidiary company 113,995 113,995 136,218
- Associated company 11,873 1,867 21,304
- Other investment 27,930 14,390 5,145
153,798 130,252 162,667
20) Status Of Corporate Proposal
On 3rd September, 2002, the Directors of Golden Hope Plantations Berhad (Golden Hope) announced that Chermang Development
(Malaya) Sdn. Bhd. (Chermang Development), a subsidiary which is 84% held by the Golden Hope Group, proposed to undertake the
following exercises:
i) To dispose Lanchang Estate, measuring approximately 3,925 acres of agriculture land located in the Mukim of Semantan,
District of Termeloh, Pahang to Mentakab Rubber Company (Malaya) Berhad (Mentakab Rubber), an associated company of
Golden Hope, for a total consideration of RM55,500,000 to be satisfied by the issuance of 33,636,364 new stock units of RM1
each in Mentakab Rubber at an issue price of RM1.65 per new stock unit;
ii) To apply for an exemption from the Securities Commission from the obligation to undertake a mandatory offer under Practice
Note 2.9.1 of the Malaysian Code on Take-Over and Mergers 1998 as a result of the disposal; and
iii) To undertake a renounceable restricted offer for sale of the rights of allotment of 5,000,000 stock units at an offer price of
RM1.65 per stock unit by way of invitation to the following parties:
a) the existing shareholders of Mentakab Rubber, other than Golden Hope and Chermang Development on the basis of two (2)
offer stock units for each existing stock unit held before Mentakab Rubber's bonus issue and the proposed disposal; and
b) the shareholders of Golden Hope at a date to be determined later through balloting.
( 22 )
20) Status Of Corporate Proposal (Cont'd)
On the same day, Mentakab Rubber also made an announcement that it proposed to undertake the following exercise with the
objective to meet the minimum issued paid-up capital requirement of RM60 million for a company listed on the Main Board of Kuala
Lumpur Stock Exchange:
a) Incorporation of revaluation surplus of RM14,788,450 arising from the revaluation of the company's land and buildings into the
accounts of the company;
b) Bonus issue of 25,212,132 new stock units to be credited as fully paid-up on the basis of eighteen (18) Bonus Stock Units for
each existing stock unit held;
c) Acquisition of the Lanchang Estate for a purchase consideration of RM55,500,000 or approximately RM14,140 per acre to be
satisfied by the issuance of 33,636,364 new stock units at an issue price of RM1.65 per new stock unit from Chermang
Development; and
d) Increase in authorised share capital from RM2,000,000 comprising 2,000,000 stock units to RM100,000,000 comprising
100,000,000 stock units.
The Foreign Investment Committee (FIC) has approved the above proposal on 26th December, 2002 and the Securities Commission
(SC) has conditionally approved the proposal on 28th January, 2003. The approval of the Estate Land Board (ELB) was obtained on
4th April, 2003.
The proposals are subject to the following approvals:
a) Kuala Lumpur Stock Exchange for the listing and quotation of the new stock units arising from the disposal;
b) Shareholders of Mentakab Rubber at an Extraordinary General Meeting; and
c) Any other relevant parties.
The bonus issue by Negara Properties (M) Berhad, a subsidiary company of Golden Hope, of 11,776,527 new ordinary shares of RM1
each on the basis of one (1) new ordinary share for every five (5) existing ordinary shares of RM1 each held was issued and credited
as fully paid to shareholders on 22nd January, 2003.
21) Group Borrowings
The Group borrowings were as follows:
Period Year
ended ended
31.03.03 30.06.02
RM'000 RM'000
a) Total short term borrowings (unsecured) 197,971 298,213
b) Total long term borrowings (unsecured) 125,133 -
Total borrowings 323,104 298,213
c) Foreign borrowings in Ringgit equivalent were as follows:
Euro 178,240 166,987
Vietnamese Dong 5,950 -
Chinese renminbi 3,223 6,968
( 23 )
22) Off Balance Sheet Financial Instruments
As at 31st March 2003, the outstanding foreign exchange currency contracts entered into by the Group to hedge its trade receivable
and payable were as follows:
CONTRACT CARRYING CARRYING
CURRENCY AMOUNTS AMOUNTS AMOUNTS
'000 Euro '000 RM'000
equivalent
Trade Receivable
U.S Dollar 621,989 - 2,368,586
Euro 408,720 - 1,684,629
GB Pounds 175,000 275,851 1,141,472
Nor Kroner 12,487,806 1,647,052 6,815,503
U.S Dollar 11,410,000 10,726,026 44,384,295
Trade Payable
U.S. Dollar 54,301,750 51,032,408 211,172,106
The committed sales and purchases transactions that are hedged are recorded at the contracted foreign exchange rates. Other gains or
losses carrying from the forward contracts are dealt with in the income statement upon maturity.
All the contracts mature within six months.
23) Changes In Material Litigation
Since the last audited financial statements for the year ended 30th June, 2002, there were no changes in the Group's material
litigations.
24) Dividend
The Directors do not recommend the payment of any dividend for the current quarter.
The total dividend declared for the current financial year is 7 sen per share less tax at 28% (2002: 5 sen per share less tax at 28%).
( 24 )
25) Earnings Per Share
THIRD QUARTER CUMULATIVE QUARTER
CURRENT PRECEDING CURRENT PRECEDING
YEAR YEAR YEAR YEAR
QUARTER QUARTER TODATE TODATE
a) Basic
Profit attributable to shareholders RM'000 62,528 40,370 181,354 56,756
Weighted average number of
ordinary shares in issue '000 1,034,113 1,024,473 1,034,113 1,024,473
Basic earnings per share sen 6.05 3.94 17.54 5.54
b) Diluted
Profit attributable to shareholders RM'000 62,528 40,370 181,354 56,756
Weighted average number of
ordinary shares in issue '000 1,034,113 1,024,473 1,034,113 1,024,473
Adjustment for share options '000 2,911 5,945 2,911 5,945
Weighted average number of
ordinary shares for diluted
earnings per share '000 1,037,024 1,030,418 1,037,024 1,030,418
Diluted earnings per share sen 6.03 3.92 17.49 5.51
By Order of the Board
Norlin binti Abdul Samad
LS000981
Kuala Lumpur Secretary
19th May, 2003
( 25 )
( 26 )
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