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PART I INFORMATION REQUIRED FOR ANNOUNCEMENT OF SECOND QUARTER AND HALF YEAR RESULTS 1(a)(i) Income Statement for the second quarter ended:
Note
Group 3 months ended 30/06/2012 30/06/2013 1 (Restated) $000 $000 Change % 12 75 6 months ended 30/06/2012 30/06/2013 1 (Restated) $000 $000 192,872 (156,900) 35,972 154,662 (130,172) 24,490
Cha
Revenue Cost of sales Gross profit Other items of income Interest income Other income Other items of expense Distribution expenses Administrative expenses Finance costs Other expenses Operating profit Share of results of associates and joint ventures Profit before tax Income tax expense Profit net of tax Profit attributable to: Owners of the Company Non-controlling interests
3 4
1,682 1,323
957 460
76 188
2,903 2,880
1,882 684
5 6 7 8
( (
NM 161 89 177
10
11
19,667 77 19,744
NM : Not meaningful
1
The Q2 2012 and H1 2012 comparative figures have been restated to take into account the retrospective adjustments arising from the acquisition of a subsidiary under common control. The Group applied the pooling of interests method of accounting for the business combination of an entity under common control. The Q2 2012 and H1 2012 comparative figures reflect the results and cash flows of the Group as if the subsidiary had always been combined since the date the subsidiary had come under common control.
Group 3 months ended 6 months ended 30/06/2012 30/06/201 30/06/2013 30/06/2013 (Restated) (Restate $000 $000 $000 $00 Profit net of tax Other comprehensive income: Net effect of exchange differences arising from translation of financial statements of foreign operations Other comprehensive income for the period, net of tax Total comprehensive income for the period Total comprehensive income attributable to: Owners of the Company Non-controlling interests 19,744 7,117 24,722
11,490
30
(15)
107
(78
30
(15)
107
(78
19,774
7,102
24,829
11,412
19,690 84 19,774
10,944 468
11,412
Group 3 months ended 6 months ended 30/06/2012 30/06/2012 30/06/2013 30/06/2013 (Restated) (Restated) $000 $000 $000 $000 Revenue comprises: Construction M&E Engineering Building Materials and Equipment Gross revenue Less : Inter-segment sales Net revenue
1(a)(iv)Other information:
Group 3 months ended 6 months ended 30/06/2012 30/06/2012 30/06/2013 30/06/2013 (Restated) (Restated) $000 $000 $000 $000 Allowance for doubtful trade receivables Write back of allowance for doubtful trade receivables Allowance for doubtful other receivables Write back of allowance for doubtful other receivables Write back of allowance for inventory obsolescence Amortisation of receivables and payables Depreciation of property, plant and equipment Foreign exchange gain/(loss), net Gain/(Loss) on disposal of property, plant and equipment Gain/(Loss) on fair value adjustment on held-for-trading investments Gain on disposal of held-for-trading investments (108) 51 (17) 22 19 64 (2,575) 201 172 160 507 (305) (51) 42 (2,262) (38) (15) (897) (301) 165 (17) 22 19 164 (5,075) 540 189 1,515 507 (305) 90 (51) 42 (4,395) (62) (15) (118)
1(b)(i) Statements of Financial Position: Note 30/06/2013 $000 Assets Non-current assets Property, plant and equipment Investment properties Goodwill Investments in subsidiaries Investments in associates Investments in joint ventures Trade and other receivables Total non-current assets Current assets Inventories Income tax receivable Trade and other receivables Other investments Gross amount due from customers for contract work Prepayments Properties held for sale Cash and bank balances Total current assets Total assets Equity and liabilities Equity Share capital Retained earnings Other reserves Equity, attributable to owners of the Company Non-controlling interests Total equity Non-current liabilities Deferred tax liabilities Trade and other payables Borrowings Finance leases Total non-current liabilities Current liabilities Income tax payable Trade and other payables Borrowings Finance leases Gross amount due to customers for contract work Total current liabilities Total liabilities Total equity and liabilities Group 31/12/2012 $000 Company 31/12/2012 30/06/2013 $000 $000
1 2
3a 3b 4
5 6 7 8 9
1,218 421 157,476 260 21,237 512 206 96,192 277,522 468,031
2,006 329 150,115 7,427 18,739 367 204 105,708 284,895 462,990
10 12
11 12
13
1(b)(ii) Aggregate amount of Groups borrowings and debt securities: (a) Amount repayable in one year or less, or on demand As at 30/06/2013 $000 $000 Secured Unsecured 1,467 13,429 (b) Amount repayable after one year As at 30/06/2013 $000 $000 Secured Unsecured 3,319 Details of any collaterals As at 31/12/2012 $000 $000 Secured Unsecured 1,512 11,550
(c)
A term loan facility of a subsidiary is secured by a first party registered charge as well as assignment of rental proceeds in respect of its investment property. Bank borrowings of a subsidiary are secured by a fixed and floating charge over the assets of that subsidiary. Finance leases of subsidiaries are secured by a fixed and floating charge over the assets of respective subsidiaries.
1(c) Statement of Cash Flows: Group 3 months ended 30/06/2012 30/06/2013 (Restated) $000 $000 Cash flows from operating activities Profit before tax Adjustments: Allowance for doubtful trade receivables Write back of allowance for doubtful trade receivables Allowance for doubtful other receivables Write back of allowance for doubtful other receivables Write back of allowance for inventory obsolescence Amortisation of receivables and payables Depreciation of property, plant and equipment Dividend income from investment securities (Gain)/Loss on disposal of property, plant and equipment (Gain)/Loss on fair value adjustment on held-for-trading investments Gain on disposal of held-for-trading investments Finance costs Interest income Share of results of associates and joint ventures Operating cash flows before changes in working capital Decrease in inventories (Increase)/Decrease in gross amount due from customers for contract work (Decrease)/Increase in gross amount due to customers for contract work Decrease/(Increase) in trade and other receivables and prepayments Increase/(Decrease) in trade and other payables and provisions 22,863 8,768 6 months ended 30/06/2012 30/06/2013 (Restated) $000 $000 29,786 14,218
1 2 3 4
301 (165) 17 (22) (19) (164) 5,075 (2) (189) (1,515) (507) 384 (2,903) (724)
6 7 8 9 10 11
Cash flows from operations Interest received Interest paid Income tax paid Net cash flows from operating activities
14
1(c) Statement of Cash Flows (continued): Group 3 months ended 30/06/2012 30/06/2013 (Restated) $000 $000 Cash flows from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Proceeds from disposal of held-for-trading investments Dividends received from an associate Dividends received from investment securities Investment in an associate Loans to associates Repayment of loans from associates Loans to a joint venture Net cash flows from/(used in) investing activities Cash flows from financing activities Dividends paid Contribution from non-controlling interests (Repayment of)/Proceeds from trust receipts and bills payable Repayment of obligations under finance leases Proceeds from bank loan Repayment of bank loans Decrease in revolving bank loans Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of period Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of period
15 16 17
(7,735
1,438
18 19 20 21
(1,299 (3,682
1,145
(4,490)
(16,807)
(11,278
22
(16,200 150
23 24 25 26
(17,616
(9,633
128,111
(46
90,676
118,432
90,676
118,432
Cash and cash equivalents comprise: Group 30/06/2012 30/06/2013 (Restated) $000 $000 Cash and bank balances Bank overdrafts Cash and cash equivalents 96,192 (5,516) 90,676 122,926 (4,494) 118,432
199,36
4,97
Net effect of exchange differences arising from translation of financial statements of foreign operations Other comprehensive income for the period, net of tax Total comprehensive income for the period
77
77
77
77
4,774
77 77
77 4,851
77 4,851
204
77
5,055
138,774
123,945 19,667
(60,360)
63,585 19,667
202,359 19,667
2,057 77
204,416
19,74
Net effect of exchange differences arising from translation of financial statements of foreign operations Other comprehensive income for the period, net of tax Total comprehensive income for the period Distributions to owners Dividends on ordinary shares Total transactions with owners in their capacity as owners At 30 June 2013
23
23
23
30
23
23
23
30
19,667
23
19,690
19,690
84
19,77
(13,500)
(13,500)
(13,50
138,774
(13,500) 130,112
(60,337)
(13,500) 69,775
2,141
(13,50
210,690
Group At 1 January 2012, as previously reported Effect of acquisition of subsidiary under common control At 1 January 2012, restated Profit net of tax, restated Other comprehensive income
138,774 138,774
165,17
6,253 171,42
4,37
Net effect of exchange differences arising from translation of financial statements of foreign operations Other comprehensive income for the period, net of tax, restated Total comprehensive income for the period, restated Changes in ownership interests in subsidiary that do not result in a loss of control Incorporation of subsidiary company Total transactions with owners in their capacity as owners At 31 March 2012, restated
(73)
(73)
(73)
10
(63)
(73)
(73)
(73)
10
(63)
4,197
(73)
4,124
4,124
186
4,310
150
150
138,774
91,625
(57,748)
33,877
172,651
150 3,237
150
175,888
7,11
Net effect of exchange differences arising from translation of financial statements of foreign operations Other comprehensive income for the period, net of tax, restated Total comprehensive income for the period, restated Distributions to owners Dividends on ordinary shares Total transactions with owners in their capacity as owners At 30 June 2012, restated
49
49
49
(64)
(15)
49
49
49
(64)
(15)
6,771
49
6,820
6,820
282
7,102
(16,200)
(16,200)
(16,20
138,774
(16,200) 82,196
(57,699)
(16,200) 24,497
3,519
(16,20
166,790
Company At 1 January 2013 Profit net of tax, representing total comprehensive income for the period At 31 March 2013 Profit net of tax, representing total comprehensive income for the period Distributions to owners Dividends on ordinary shares Total transactions with owners in their capacity as owners At 30 June 2013
138,774
9,256 31,496
9,256 31,496
9,256 170,270
9,256 170,270
58
58
58
58
138,774
At 1 January 2012 Loss net of tax, representing total comprehensive income for the period At 31 March 2012 Loss net of tax, representing total comprehensive income for the period Distributions to owners Dividends on ordinary shares Total transactions with owners in their capacity as owners At 30 June 2012
138,774
18,232
18,232
157,006
157,006
138,774
138,774
1(d)(ii) Details of any changes in the Companys issued share capital There were no changes in the Companys share capital for the period ended 30 June 2013.
1(d)(iii) Total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year. 30/06/2013 270,000,000 31/12/2012 270,000,000
1(d)(iv) A statement showing all sales, transfer, disposal, cancellation and/or use of treasury shares as at the end of the current period reported on. Not applicable. There were no treasury shares during and as at the end of the current financial period reported on. 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 by the auditors.
Where the figures have been audited or reviewed, the auditors report (including any qualifications or emphasis of matter) Not applicable.
Whether the same accounting policies and methods of computation as in the issuers most recently audited annual financial statements have been applied
Other than as mentioned in Paragraph 5 regarding the adoption of amendments to Financial Reporting Standards (FRS), there were no further changes in accounting policies and methods of computation adopted in the financial statements of the current reporting period as compared to the most recently audited annual financial statements as at 31 December 2012. 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 effect of, the change.
The Group adopted the amendments to the Financial Reporting Standards (FRS) that are effective for annual financial periods beginning on or after 1 July 2012/1 January 2013. Amendments to FRS 1 Presentation of Items of Other Comprehensive Income Revised FRS 19 Employee Benefits FRS 113 Fair Value Measurement Amendments to FRS 107 Disclosures Offsetting Financial Assets and Financial Liabilities Improvements to FRSs 2012 Amendment to FRS 1 Presentation of Financial Statements Amendment to FRS 16 Property, Plant and Equipment Amendment to FRS 32 Financial Instruments: Presentation
The adoption of the above amendments to FRS did not result in any substantial change to the Groups accounting policies or any significant impact on the financial statements. 6 Earnings per ordinary share (cents) Group 3 months ended 30/06/2012 30/06/2013 6 months ended 30/06/2012 30/06/2013
(a) Basic and fully diluted (Restated) (b) Based on weighted average number of shares applicable to basic and fully diluted earnings per share
7.3
2.5
9.1
4.1
270,000,000
270,000,000
270,000,000
270,000,000
Net asset value per ordinary share Group 31/12/2012 30/06/2013 Net asset per ordinary share ($) 0.77 0.73 Company 31/12/2012 30/06/2013 0.58 0.60
A review of the performance of the group, to the extent necessary for a reasonable understanding of the groups 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 period reported on. Overview Q2 2013 compared with Q2 2012 (Restated) Performance
Revenue increased to $105.2 million in Q2 2013 compared with $93.6 million in Q2 2012 mainly due to higher contributions from new and on-going projects offset by completed projects. Gross Profit increased substantially to $26.5 million from $15.1 million in Q2 2012 due to higher revenue and cost savings arising mainly from write back of provisions upon the finalisation of accounts on completed projects. As a result, Gross Profit Margin increased to 25.2% compared with 16.1% in Q2 2012.
Other income increased substantially to $1.3 million from $0.5 million in Q2 2012 mainly due to gain on disposal of held-for-trading investments.
Other expenses was lower at $1.2 million from $2.4 million in Q2 2012 mainly due to loss on fair value adjustment on held-for-trading investments in the corresponding period last year.
Share of results of associates and joint ventures was lower in Q2 2013 mainly due to reduced contribution from the Ascentia Sky project which was completed in Q1 2013. Income tax expense was higher at $3.1 million mainly due to higher profit before tax. H1 2013 compared with H1 2012 (Restated) Performance
Revenue increased to $192.9 million in H1 2013 compared with $154.7 million in H1 2012 mainly due to higher contributions from new and on-going projects offset by completed projects. Gross Profit increased substantially to $36.0 million from $24.5 million in H1 2012 due to higher revenue and cost savings arising mainly from write back of provisions upon the finalisation of accounts on completed projects. As a result, Gross Profit Margin increased to 18.7% compared with 15.8% in H1 2012.
Other income increased substantially to $2.9 million from $0.7 million in H1 2012 mainly due to gain on fair value adjustment on held-for-trading investments as well as gain on disposal of held-for-trading investments.
Other expenses was lower at $1.9 million from $2.6 million in H1 2012 mainly due to gain on foreign exchange.
Share of results of associates and joint ventures was lower in H1 2013 mainly due to reduced contribution from the Ascentia Sky project which was completed in Q1 2013. Income tax expense was higher at $5.1 million mainly due to higher profit before tax.
The Groups attributable profit for Q2 2013 increased to $19.7 million compared with $6.8 million in Q2 2012 (Restated). For H1 2013, the attributable profit was $24.4 million compared with $11.0 million in H1 2012.
Earnings per ordinary share (EPS) were 7.3 cents for Q2 2013 and 2.5 cents for Q2 2012 (Restated) respectively. EPS for H1 2013 and H1 2012 (Restated) were 9.1 cents and 4.1 cents respectively.
Net asset per ordinary share was $0.77 as at 30 June 2013 compared with $0.73 as at 31 December 2012.
Investments in associates decreased by $4.0 million mainly due to the payment of a dividend of $5.0 million from an associate.
Non-current trade and other receivables increased by $14.4 million mainly due to the increase in loan receivable from associates and joint ventures for property development projects.
Current trade and other receivables increased by $7.3 million mainly due to the reclassification of noncurrent retention sums to current receivables for projects achieving completion or TOP (as mentioned above); increase in loan receivable from associates for property developments projects offset by decrease in trade receivables. Other investments decreased by $7.2 million due to disposal of held-for-trading investments.
Gross amount due from customers for contract work increased by $2.5 million mainly due to higher cost recognised for on-going projects. Non-current trade and other payables decreased by $1.8 million mainly due to the reclassification of noncurrent retention sums to current payables for projects achieving completion or TOP (as mentioned above) offset by increase in retention sums for other on-going projects. Current trade and other payables decreased by $1.8 million mainly due to decrease in accruals for staff costs and construction job costs offset by reclassification of non-current retention sums to current payables retention sums. Gross amount due to customers for contract work decreased by $4.5 million mainly due to lower certification of work done. Cash Flow Review
As at 30 June 2013, the Group had cash of $96.2 million. The Group generated net cash of $20.3 million from operating activities, of which $4.6 million was deployed in fixed assets and $28.4 million in loans to associates and a joint venture for property development projects. The Groups components of cash flow and changes in these components from 31 December 2012 to 30 June 2013 were due to the Groups other ongoing operations.
As at the date of this report, the Company has utilised $5.0 million of the IPO proceeds for capital injection into its wholly-owned subsidiary UE Power & Resources Pte Ltd to expand its power solution business; and $13.2 million for the property development project in Pasir Ris Drive 3/Pasir Ris Link.
The Company will make periodic announcements via SGXNET as and when the remaining net proceeds from the Companys IPO are materially disbursed. 9
Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. The Company did not make any forecast or a prospect statement previously.
10
A commentary at the date of this 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.
Against a backdrop of a strong construction demand in 2013 projected by the Building and Construction Authority of Singapore at between $26 to $32 billion, we remain optimistic about our construction and engineering businesses. The construction industry is experiencing a labour crunch due to more stringent foreign manpower quota and other restrictions. The Group has made headway and will continue to focus on productivity enhancements through continuous manpower training and deployment of technology and machinery.
The demand for private residential properties is likely to be affected by the new Total Debt Servicing Ratio framework for property loans implemented by the Monetary Authority of Singapore in June this year, as well as the seventh round of property cooling measures introduced by the Singapore Government in January.
11 (a)
Dividend Current Financial Period Reported on Any dividend recommended for the current financial period reported on? No.
(b)
Corresponding Period of the Immediately Preceding Financial Year Any dividend declared for the corresponding period of the immediately preceding financial year? No.
(c)
(d)
12
If no dividend has been declared/recommended, a statement to that effect No dividend is declared for the period ended 30 June 2013.
13
Interested Person Transactions Aggregate value of all interested person transactions during the financial period under review (excluding transactions less than $100,000 and transactions conducted under shareholders mandate pursuant to Rule 920 of the SGX Listing Manual) Group 30/06/2013 $000 Aggregate value of all interested person transactions conducted under the shareholders mandate pursuant to Rule 920 of the SGX Listing Manual (excluding transactions less than $100,000) Group 30/06/2013 $000
128,391 31,194
BY ORDER OF THE BOARD Tan Ching Chek Company Secretary 12 August 2013
We, Dr Tan Eng Liang and Chua Hock Tong, being two directors of UE E&C Ltd. (the Company), do hereby confirm on behalf of the directors of the Company that, to the best of their knowledge, nothing has come to the attention of the board of directors of the Company which may render the Q2 2013 and half year 2013 financial results to be false or misleading in any material aspect.