PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR RESULTS
1(a) An income statement (for the group) together with a comparative statement for the corresponding period of the immediately preceding financial year
Group | ||||||
S$'000 |
% |
S$000 |
% | |||
3 months to 31.12.02 |
3 months to 31.12.01 |
Change |
9 months to 31.12.02 |
9 months to 31.12.01 |
Change | |
Revenue |
12,063 |
11,363 |
6 |
35,276 |
32,655 |
8 |
Investment income |
43 |
0 |
n/m |
43 |
0 |
n/m |
Other income including interest income (Note A) |
126 |
43 |
193 |
355 |
180 |
97 |
12,232 |
11,406 |
7 |
35,674 |
32,835 |
9 | |
Cost of sales (Note B) |
(7,885) |
(7,185) |
10 |
(23,275) |
(20,908) |
11 |
4,347 |
4,221 |
3 |
12,399 |
11,927 |
4 | |
Staff costs |
(2,051) |
(2,058) |
0 |
(6,040) |
(6,012) |
0 |
Other operating expenses (Note C, D) |
(1,236) |
(1,421) |
(13) |
(794) |
(4,392) |
(82) |
Profit from operating activities |
1,060 |
742 |
43 |
5,565 |
1,523 |
265 |
Interest on borrowings (Note E) |
(184) |
(94) |
96 |
(433) |
(277) |
56 |
Profit from operations before taxation |
876 |
648 |
35 |
5,132 |
1,246 |
312 |
Taxation (Note F) |
(160) |
(70) |
129 |
(395) |
(512) |
(23) |
Net profit from operations |
716 |
578 |
24 |
4,737 |
734 |
545 |
Minority interests |
62 |
46 |
35 |
(123) |
125 |
n/m |
Profit before extraordinary items |
778 |
624 |
25 |
4,614 |
859 |
437 |
Extraordinary items, net |
0 |
0 |
n/m |
0 |
0 |
n/m |
Net profit attributable to shareholders |
778 |
624 |
25 |
4,614 |
859 |
437 |
n/m: not meaningful
Note A - Other income (including interest income) comprises:
Group | ||||||
S$'000 |
% |
S$'000 |
% | |||
3 months to 31.12.02 |
3 months to 31.12.01 |
Change |
9 months to 31.12.02 |
9 months to 31.12.01 |
Change | |
Interest income |
35 |
9 |
289 |
58 |
53 |
9 |
Profit on sales of quoted investments |
0 |
0 |
n/m |
0 |
2 |
n/m |
Commission received |
0 |
3 |
n/m |
0 |
31 |
n/m |
Government grant |
79 |
0 |
n/m |
262 |
0 |
n/m |
Other income |
12 |
31 |
(61) |
35 |
94 |
(63) |
126 |
43 |
193 |
355 |
180 |
97 |
Note B - Cost of sales includes:
Group | ||||||
S$'000 |
% |
S$'000 |
% | |||
3 months to 31.12.02 |
3 months to 31.12.01 |
Change |
9 months to 31.12.02 |
9 months to 31.12.01 |
Change | |
Depreciation of property, plant and equipment |
541 |
313 |
73 |
1,311 |
800 |
64 |
Note C - Other operating expenses includes:
Group | ||||||
S$'000 |
% |
S$'000 |
% | |||
3 months to 31.12.02 |
3 months to 31.12.01 |
Change |
9 months to 31.12.02 |
9 months to 31.12.01 |
Change | |
Depreciation of property, plant and equipment |
205 |
258 |
(21) |
598 |
728 |
(18) |
Amortisation of goodwill |
23 |
0 |
n/m |
35 |
0 |
n/m |
Foreign exchange gain |
(48) |
(196) |
(76) |
(353) |
(117) |
202 |
Allowance for doubtful debts and bad debts written (back)/off |
(16) |
95 |
n/m |
106 |
144 |
(26) |
Allowance for stock obsolescence and stocks written off |
26 |
177 |
(85) |
74 |
244 |
(70) |
Loss/(Gain) on sale of property, plant & equipment |
2 |
0 |
n/m |
(25) |
(7) |
257 |
Exceptional items (Note D) |
0 |
(4) |
n/m |
2,799 |
(221) |
n/m |
Note D - Exceptional items comprises:
Group | ||||||
S$'000 |
% |
S$'000 |
% | |||
3 months to 31.12.02 |
3 months to 31.12.01 |
Change |
9 months to 31.12.02 |
9 months to 31.12.01 |
Change | |
Gain on sale of business assets of a subsidiary company |
0 |
0 |
n/m |
3,484 |
0 |
n/m |
Provision for diminution in value of investment |
0 |
0 |
n/m |
(685) |
0 |
n/m |
Insurance claim in relation to property, plant and equipment written off* |
2,007 |
0 |
n/m |
2,007 |
0 |
n/m |
Property, plant and equipment written off* |
(2,007) |
0 |
n/m |
(2,007) |
0 |
n/m |
Severance pay arising from streamlining of operations |
0 |
(4) |
n/m |
0 |
(222) |
n/m |
Gain on disposition of discontinuing operation |
0 |
0 |
n/m |
0 |
1 |
n/m |
0 |
(4) |
n/m |
2,799 |
(221) |
n/m |
*This relates to the loss of a submersible remotely operated vehicle ("ROV") unit belonging to MTQ Subsea Technology Pte Ltd, a 72.73% owned subsidiary of the Metalock (Singapore) Limited, during an undersea operation. The ROV unit is part of a complete ROV system which was engaged for the operation. Save for the ROV unit, the rest of the ROV system remains intact. The ROV unit is fully insured and the claim has been submitted to the insurers. As of today's date, we have not received confirmation of the acceptance of the claim from the underwriters but the Directors have no reason to believe that the claim will not be paid.
Note E - Interest on borrowings comprises:
Group | ||||||
S$'000 |
% |
S$'000 |
% | |||
3 months to 31.12.02 |
3 months to 31.12.01 |
Change |
9 months to 31.12.02 |
9 months to 31.12.01 |
Change | |
Interest on bank loans and overdrafts |
181 |
90 |
101 |
423 |
264 |
60 |
Interest on finance leases |
3 |
4 |
(25) |
10 |
13 |
(23) |
184 |
94 |
96 |
433 |
277 |
56 |
Note F - Amount of any adjustment for under or overprovision of tax in respect of prior years:
Group | ||||||
S$'000 |
% |
S$'000 |
% | |||
3 months to 31.12.02 |
3 months to 31.12.01 |
Change |
9 months to 31.12.02 |
9 months to 31.12.01 |
Change | |
Underprovision/(overprovision) in respect of previous years: | ||||||
- current taxation |
3 |
(39) |
n/m |
32 |
(39) |
n/m |
- deferred taxation |
0 |
0 |
n/m |
0 |
0 |
n/m |
3 |
(39) |
n/m |
32 |
(39) |
n/m |
1(b)(i) A balance sheet (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year
Group |
Group |
Company |
Company | |
31.12.02 |
31.03.02 |
31.12.02 |
31.03.02 | |
S$'000 |
S$'000 |
S$'000 |
S$'000 | |
Share capital |
19,800 |
19,800 |
19,800 |
19,800 |
Reserves |
10,632 |
8,134 |
13,672 |
15,597 |
Shareholders' funds |
30,432 |
27,934 |
33,472 |
35,397 |
Minority interests |
1,329 |
894 |
- |
- |
Capital employed |
31,761 |
28,828 |
33,472 |
35,397 |
Represented by: | ||||
Non-current assets | ||||
Goodwill |
1,880 |
0 |
0 |
0 |
Property, plant and equipment, net |
23,108 |
21,773 |
2,424 |
4,307 |
Subsidiary companies |
0 |
0 |
25,127 |
27,584 |
Investments |
2,636 |
685 |
0 |
685 |
Other receivables |
341 |
290 |
82 |
98 |
27,965 |
22,748 |
27,633 |
32,674 | |
Current assets | ||||
Inventories and work-in-progress |
5,999 |
6,510 |
0 |
0 |
Receivables |
13,474 |
10,504 |
450 |
987 |
Fixed deposits |
6,223 |
2,032 |
6,220 |
2,029 |
Cast at bank and in hand |
2,285 |
5,849 |
267 |
1,419 |
27,981 |
24,895 |
6,937 |
4,435 | |
Current liabilities | ||||
Payables: amounts falling due within one year |
(20,216) |
(14,693) |
(863) |
(987) |
(20,216) |
(14,693) |
(863) |
(987) | |
Net current assets |
7,765 |
10,202 |
6,074 |
3,448 |
Non-current liabilities | ||||
Payables: amounts falling due after one year |
(3,916) |
(3,628) |
0 |
0 |
Deferred taxation |
(53) |
(494) |
(235) |
(725) |
(3,969) |
(4,122) |
(235) |
(725) | |
Net assets |
31,761 |
28,828 |
33,472 |
35,397 |
The goodwill arose from the Group's two recent acquisitions of fuel injection business from RM Diesel Pty Ltd as well as a turbocharger business from Turbo Torque Pty Ltd.
Property, plant and equipment also increased considerably as of 31 December 2002, in tandem with the progression of the Subsea Robotics division's ROV build program. This was offset by the current year depreciation charges, coupled with the sale of property, plant and equipment as part of the divestment of the Marine Repairs Services business.
Net Investment also closed higher with the Group's purchase of a 19.99% stake in RCR Tomlinson Ltd.
Net current assets was relatively lower compared to 31 March 2002 due to higher current liability as fresh loans were taken to finance the Group's new invesments and the building of new ROVs. Decrease in net current assets arising from the divestment of the Marine Repairs Services business was mitigated by proceeds from the sale.
1(b)(ii) Aggregate amount of group's borrowings and debt securities
Amount repayable in one year or less, or on demand
As at 31/12/2002 |
As at 31/03/2002 |
Secured |
Unsecured |
Secured |
Unsecured |
S$'000 8,872 |
S$'000 0 |
S$'000 3,593 |
S$'000 0 |
Amount repayable after one year
As at 31/12/2002 |
As at 31/03/2002 |
Secured |
Unsecured |
Secured |
Unsecured |
S$'000 3,907 |
S$'000 0 |
S$'000 3,562 |
S$'000 0 |
Details of any collateral
The Group's borrowings consist of secured bank overdraft and bank loans of two subsidiary companies.
The bank overdraft and bank loans of one subsidiary are secured by a floating charge over its assets, corporate guarantees from its wholly owned subsidiary company as well as the Company, and personal guarantee from a minority shareholder of the subsidiary company.
The loan of another subsidiary company is secured by a mortgage over its freehold land and buildings and a fixed and floating charge over its assets.
1(c) A cash flow statement (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year
Group | ||
S$'000 | ||
3 months to 31.12.02 |
3 months to 31.12.01 | |
Cash flows from operating activities: | ||
Profit before taxation |
876 |
648 |
Add/(Less): | ||
Amortisation of goodwill |
23 |
- |
Depreciation of property, plant and equipment |
746 |
571 |
Loss on sale of property, plant and equipment |
2 |
- |
Investment and interest income |
(78) |
(9) |
Interest expense |
184 |
94 |
Goodwill written off for acquisition of additional interest in a subsidiary company |
6 |
- |
Operating income before reinvestment in working capital |
1,759 |
1,304 |
Increase in receivable |
(150) |
(312) |
(Increase) / decrease in inventories and work-in-progress |
(219) |
326 |
Decrease in payable |
(112) |
(1,190) |
Currency re-alignment |
(19) |
92 |
Cash generated from operations |
1,259 |
220 |
Investment and interest income received |
78 |
9 |
Interest expense paid |
(184) |
(94) |
Income taxes paid |
(85) |
(317) |
Net cash provided by/(used in) operating activities |
1,068 |
(182) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment |
(3,233) |
(2,471) |
Proceeds from sale of property, plant and equipment |
27 |
29 |
Investment in new business |
(613) |
- |
Purchase of quoted equity investments |
(22) |
- |
(New staff loans)/repayment of staff loans, net |
(33) |
224 |
Subscription for shares in a subsidiary company by minority shareholders |
300 |
- |
Net cash used in investing activities |
(3,574) |
(2,218) |
Cash flows from financing activities: | ||
Dividend paid |
(618) |
- |
Repayment of finance leases |
(22) |
(36) |
Proceeds from bank overdraft, secured |
105 |
105 |
Proceeds from term loans, secured |
295 |
576 |
Repayment of term loans, secured |
- |
(900) |
Proceeds from long-term loans, secured |
884 |
860 |
Repayment of long-term loans |
(767) |
(295) |
Proceeds from finance leases |
- |
7 |
Net cash (used in)/provided by financing activities |
(123) |
317 |
Net change in cash and cash equivalents |
(2,629) |
(2,083) |
Cash and cash equivalents at beginning of financial period |
11,137 |
8,206 |
Cash and cash equivalents at end of financial period |
8,508 |
6,123 |
Net increase in cash generated by the operating activities was mainly due to working capital movements. Cash used in investing activities increased correspondingly with the acquisition of the business assets of Turbo Torque Pty Ltd in November 2002 as well as continuing build program undertaken by the Subsea Robotics division. Cash used in financing activities rose with the payment of an interim dividend of 4%, less tax.
1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year
Group |
Share Capital |
Share Premium |
Foreign Currency Translation Reserve |
Retained Earnings |
Share Capital & Reserves |
S$'000 |
S$'000 |
S$'000 |
S$'000 |
S$'000 | |
Balance as at 1 October 2002 |
19,800 |
1,944 |
606 |
7,914 |
30,264 |
Exchange difference on translation of overseas subsidiary companies |
8 |
8 | |||
Net profit attributable to shareholders |
778 |
778 | |||
Interim dividend paid in respect of current financial year, less tax |
(618) |
(618) | |||
Balance as at 31 December 2002 |
19,800 |
1,944 |
614 |
8,074 |
30,432 |
Balance as at 1 October 2001 |
19,800 |
1,944 |
519 |
4,376 |
26,639 |
Exchange difference on translation of overseas subsidiary companies |
52 |
52 | |||
Net profit attributable to shareholders |
624 |
624 | |||
Balance as at 31 December 2001 |
19,800 |
1,944 |
571 |
5,000 |
27,315 |
Company |
Share Capital |
Share Premium |
Retained Earnings |
Share Capital & Reserve |
S$'000 |
S$'000 |
S$'000 |
S$'000 | |
Balance as at 1 October 2002 |
19,800 |
1,944 |
12,351 |
34,095 |
Net profit attributable to shareholders |
(5) |
(5) | ||
Interim dividend paid in respect of current financial year, less tax |
(618) |
(618) | ||
Balance as at 31 December 2002 |
19,800 |
1,944 |
11,728 |
33,472 |
Balance as at 1 October 2001 |
19,800 |
1,944 |
13,531 |
35,275 |
Net loss attributable to shareholders |
(198) |
(198) | ||
Balance as at 31 December 2001 |
19,800 |
1,944 |
13,333 |
35,077 |
1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares or cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year
There have been no changes in the company's issued share capital.
31.12.02 ('000) |
31.12.01 ('000) | |
Number of shares that may be issued upon exercising all outstanding options |
1,465 |
2,135 |
2. Whether the figures have been audited, or reviewed and in accordance with which standard (e.g. the Singapore Standard on Auditing 910 (Engagements to Review Financial Statements), or an equivalent standard)
The figures have not been audited or reviewed in accordance with the Singapore Standard on Auditing 910 (Engagements to Review Financial Statements).
3. Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of matter)
Not Applicable
4. Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied
The Company has adopted the same accounting policies and methods of computation for the current financial period as those for the financial year ended 31 March 2002.
The presentation and classification of certain items in the financial statements have been changed to provide proper comparisons with the current year's presentation.
5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change
No changes in the accounting policies and methods of computation.
6. Earnings per ordinary share of the group for the current period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends
Group | ||
3 months ended 31.12.02 (cents) |
3 months ended 31.12.01 (cents) | |
Earnings per ordinary share: | ||
- Based on weighted average number of ordinary shares on issue |
0.98 |
0.79 |
- On a fully diluted basis (Detailing any adjustments made to the earnings |
0.98 |
0.79 |
Note B: | The earnings per share based on existing share capital is calculated on the profit set out in 1(a) above and the weighted average number of ordinary shares in issue of 79.20m (YTD December 2001: 79.20m) during the period under review. |
Note C: | The earnings per share on a fully diluted basis is calculated on the profit set out in 1(a) above and the weighted average number of ordinary shares of 79.39m (YTD December 2001: 79.26m) in issue during the period under review (adjusted for the effects of dilutive potential ordinary shares being the share options granted to employees). |
7. Net asset value (for the issuer and group) per ordinary share based on issued share capital of the issuer at the end of the (a) current period reported on and (b) immediately preceding financial year
Group |
Company | |||
31.12.02 (cents) |
31.03.02 (cents) |
31.12.02 (cents) |
31.03.02 (cents) | |
Net asset value per ordinary share based on issued share capital |
38.42 |
35.27 |
42.26 |
44.69 |
8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. The review must discuss any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors. It must also discuss any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on
Turnover
Turnover for 3Q2003 was S$12,063,000, 6% above that achieved over the corresponding period last financial year. The increase was led by growing business activities experienced across the Group's key operating units. The growth was achieved notwithstanding the sale of the Marine Repair Services division in May 2002.
During 3Q2003, the Group's Oilfield division continued to benefit from buoyant oil exploration activities and continuous efforts to expand its scope of services.
The turbocharger & fuel injection division also achieved an improved turnover mainly from the newly acquired businesses of RM Diesel Pty Ltd (for its fuel injection business) and Turbo Torque Pty Ltd (as an extension of the turbocharger business).
Meanwhile, 3Q2003 also saw a higher turnover contribution from the Subsea Robotics division supported by its enlarged fleet of remotely-operated vehicles (ROVs). The division also introduced a new mid-range Swift ROV system in December 2002.
Year-to-date, the Group achieved a turnover of S$35,276,000 for the nine months ended 31 December 2002, representing an 8% improvement over the corresponding period last financial year notwithstanding the absence of revenue contributions from the Marine Repair Services division since its divestment in May 2002.
Profitability
The Group posted a higher profit before tax of S$876,000 for the quarter under review, principally due to the absence of losses from the Marine Repair Services division. The result is 35% above the profit of S$648,000 in the last financial year.
The Turbocharger & Fuel Injection division performed close to expectation.
While the Oilfield division enjoyed healthy turnover growth, competition experienced in first half of the financial year did not ease and the division saw a downward pressure on its profit margins.
Performance of the Subsea Robotics division weakened in the current quarter as its North Sea operations experienced unusually severe winter conditions. In addition, the division suffered the loss of a heavy work class ROV unit during an operation in November 2002. The ROV unit is fully insured and construction of the replacement unit has since been undertaken. The replacement unit is expected to be commissioned early in the next financial year.
The Group registered a profit before tax of S$5,132,000 for the nine months ended 31 December 2002 as a result of stronger revenue contributions from its key operations as well as the absence of losses from the divested business units. The profit included an exceptional gain of S$2,799,000 arising from the sale of the Marine Repair Services division.
9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results
No variance noted.
10. A commentary at the date of the announcement of the competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months
The Turbocharger & Fuel Injection division will commence its planned expansion and integration of the fuel injection business into its other branches in 4Q2003. This, together with a full quarter contribution from the newly acquired business of Turbo Torque, is likely to enhance the earnings of the division in the 4th quarter. The adverse impact of the on-going drought in various parts of Australia may, however, dampen any significant potential growth arising therefrom.
While contribution from the Oilfield division is likely to remain healthy, performance of the division remains susceptible to any negative effects resulting from the impending threat of war in the Middle East as well as the mounting competition which is unlikely to abate within the short term.
The 4th quarter of the financial year will also see the Subsea Robotics division gradually taking off from the winter months of its North Sea operations. Its existing fleet of 6 ROVs will also be boosted by the addition of two mid-range Swift ROV systems early in the next financial year.
Looking ahead, barring unforeseen circumstances, the Group is expected to post a comparable profit in the 4th quarter.
11. Dividend
(a) Current Financial Period Reported On
Any dividend declared for the current financial period reported on? None
(b) Corresponding Period of the Immediately Preceding Financial Year
Any dividend declared for the corresponding period of the immediately preceding financial year? None
(c) Date payable
Not applicable
(d) Books closure date
Not applicable
12. If no dividend has been declared/recommended, a statement to that effect
An interim dividend of 4% less tax has been declared on 30 October 2002 for the current financial year. However, no dividend has been declared or recommended for this quarter reported on.
PART II - ADDITIONAL INFORMATION REQUIRED FOR FULL YEAR ANNOUNCEMENT
(This part is not applicable to Q1, Q2, Q3 or Half Year Results)
13. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuer's most recently audited annual financial statements, with comparative information for the immediately preceding year
<Place tabular results and/or notes here>
14. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments
15. A breakdown of sales
<Refer to Para 15 of Appendix 7.2 for the required details. Place tabular results and/or notes here>
16. A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year
Total Annual Dividend (Refer to Para 16 of Appendix 7.2 for the required details)
Latest Full Year () |
Previous Full Year () | |
Ordinary | ||
Preference |
0 |
0 |
Total: |
BY ORDER OF THE BOARD
Fong Choon Seng
Company Secretary
27/01/2003