FACB RESORTS BERHAD (6461-P)
Unaudited Quarterly Report on the Consolidated Results For the Financial Quarter Ended 31 March 2003

Notes (In Compliance with MASB 26)

A1.	Accounting Policies
The Quarterly Report has been prepared in accordance with Malaysian Accounting Standards Board (“MASB”) 26 on ‘Interim Financial Reporting’ and Paragraph 9.22 of the Listing Requirements of Kuala Lumpur Stock Exchange (“KLSE”).

The same accounting policies and methods of computation are followed in the interim financial statements as compared with the annual financial statements for the previous financial year ended 31 March 2002. 

A2.	Audit report of previous annual financial report
The audit report of the preceding annual financial statement was not qualified.

A3.	Seasonal or Cyclical Factors
The Group’s operations are not affected significantly by any seasonal or cyclical factors for the current quarter and the financial year-to-date.

A4.	Unusual items
There were no items affecting assets, liabilities, equities, net income or cashflows that are unusual  because of their nature, size or incidence during the current quarter and the financial year-to-date.	

A5.	Nature and Amount of Changes in Estimates
There were no changes in estimates of amounts reported in the prior interim periods of the current financial year or changes in the estimates of amount reported in previous financial years which have a material effect in the current quarter under review.

A6.	Issuance and Repayment of Debt and Equity Securities
The following are the status of issuance and repayment of debt and equity securities undertaken by the Company for the current financial year-to-date:

a)	Repurchase and cancellation of RM300million nominal value 5-years 5.5% redeemable secured bonds 1997/2002(“Bonds 1997/2002”)

On 12 April 2001, the Company issued RM420million nominal value 4-year zero coupon redeemable secured bonds 2001/2005 for the repurchase and cancellation of RM250million nominal value of the Bonds 1997/2002. On 17 April 2002, the Company further repurchased and cancelled RM20million nominal value of the Bonds 1997/2002. On 27 June 2002, the Company settled the remaining RM30million nominal value of the Bonds 1997/2002.

b)	Employee’s Share Option Scheme (“ESOS”)

No employees of the Company exercised any of the Group’s ESOS for the current quarter as all outstanding unexercised ESOS have expired on 24 July 2002.
 
A7.	Segmental Information
	Segmental information is presented in respect of the Group’s business and geographical segments.

Segment revenue and results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. 
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FACB RESORTS BERHAD (6461-P)
Unaudited Quarterly Report on the Consolidated Results For the Financial Quarter Ended 31 March 2003

	The Group comprises the following main business segments :
(a) Property development	- Property development and construction of properties.
(b) Leisure & tourism		- Resorts, golf club and travel agency services.	    	 
(c) Manufacturing & trading	- Manufacturing and trading of wood products.				 
	(d) Investment holdings		- Investment holding, venture capital and management services.
	(e) Other			- Not of a sufficient size to be disclosed separately.

	Segment by activity

Current year ended   31/3/2003	Property 
development
RM’000	Leisure &
Tourism
RM’000	Manufacturing
& trading
RM’000	Investment
holdings
RM’000	
Other
RM’000	
Consolidated
RM’000	
							
Revenue							
External sales	17,057	   58,343	26,507	1,387	-	103,294	

Results							
Segment profit / (loss)	(22,355)	(2,196)	(1,537)	(7,625)		(33,713)	
Interest income						 345	
Interest expenses						(39,646)	
Share of associated results	(85)				(63)	(148)	
Taxation						(3,536)	
							
Loss after taxation						(76,698)	

Segment by geographical 

Current year ended   31/3/2003	
Malaysia
RM’000	
Singapore
RM’000	
Others
RM’000	
Consolidated
RM’000	
					
Revenue					
External sales	76,787	20,853   	5,654	103,294	

A8.	Valuations of property, plant and equipment
The valuations of property, plant and equipment have been brought forward without amendment from the previous annual financial statements.

A9.	Material subsequent events
There were no material subsequent events from 31 March 2003 to 26 May 2003 (the latest practicable date which is not earlier than 7 days from the date of issue of this Quarterly Report).
	
A10.	Changes in the Composition of the Group
Pursuant to the Proposed Scheme of Arrangement of SHB (details are disclosed in note B8. of  this report), the said Proposed Assets Injection by FACB Group into Hartamas Group Sdn. Bhd. (“HGB”) for an aggregate consideration of RM659,993,500 to be settled by way of issue of 659,993,500 new HGB’s ordinary shares to FACB Group at an issue price of RM1.00 each have been completed, representing an effective shareholdings of 99.99% of the issued and paid-up share capital of HGB. As such, HGB has now become a subsidiary of the Company. These changes would not have any significant effect on the consolidated financial statements for the current quarter and the financial year-to-date.

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FACB RESORTS BERHAD (6461-P)
Unaudited Quarterly Report on the Consolidated Results For the Financial Quarter Ended 31 March 2003

A11.	Changes in contingent liabilities or contingent assets
	Other than corporate guarantees extended by the Company in support of banking facilities of its subsidiaries, there were no contingent liabilities or contingent assets as at 31 March 2003 (31 March 2002 : nil). 

Notes (KLSE Revised Listing Requirements) 

B1. 	Review of the Performance of the Company and Its Principal Subsidiaries
For the three-month period ended 31 March 2003, the Group recorded a loss for the period of RM29.5million, mainly due to high finance cost coupled with weak demand in the property market and the leisure & tourism industry.

B2.	Material Changes in the Quarterly Results Compared to the Results of the Preceding Quarter 
The weak global economy coupled with the outbreak of Severe Acute Respiratory Syndrome (“SARS”) have resulted in a higher loss from operations as compared to RM16.4million loss in the preceding quarter. 

B3.	Current Year Prospects
With regards to the uncertainties in the current market conditions, the Group would re-evaluate and re-assess each critical areas with the view of ensuring that prudent spending and effective cashflow management are in place whilst continuing to implement appropriate marketing strategies and delivery of relevant products and services that appeals to current market demands.   

B4.	Profit Forecast / Profit Guarantee 
	Not applicable in this Quarterly Report.

B5.	Taxation
	Current    quarter	Comparative quarter 	Current  
year	Preceding       year					
	ended	ended	ended	ended					
	31/3/03	31/3/02	31/3/03	31/3/02					
	RM’000	RM’000	RM’000	RM’000					
									
Current year provision	3,106	492	3,106	1,029					
Deferred taxation	-	-	-	(6,752)					
Underprovision of taxation in previous years	464	-	430	4,436					
	3,570	492	3,536	(1,287)					

Although the operations of the Group for the current quarter and financial year to date resulted in losses, provision for income tax payable has been made due to profitable company.

B6.	Profit/(loss) on Sale of Unquoted Investments and/or Properties
There were no material sales of unquoted investment or properties for the current financial quarter and year-to-date.

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FACB RESORTS BERHAD (6461-P)
Unaudited Quarterly Report on the Consolidated Results For the Financial Quarter Ended 31 March 2003

B7.	Quoted Securities
	There were no purchases or sales of quoted securities for the current financial quarter and year-to-date and there was no investment in quoted securities at the end of the reported quarter.

B8.	Status of Corporate Proposals Announced But Not Completed as at 26 May 2003 (the latest practicable date which is not earlier than 7 days from the date of issue of this Quarterly Report)

	The Proposed Scheme of Arrangement of Sri Hartamas Berhad (“SHB”) (“SHB Exercise”).

The SHB Exercise includes the injection of certain of the Group’s business undertakings namely the operations and ownership of Nexus Resort Karambunai and the property development business of the Bukit 
Unggul Eco-Media City Project measuring approximately 915 acres into a special purpose vehicle (namely, 
Hartamas Group Sdn. Bhd (“HGB”) which would convert to a public company prior to the implementation of 
the SHB Exercise) which will assume the listing status of SHB. The said assets are proposed to be injected into HGB for a total consideration of RM660,000,000 to be satisfied by way of issue of 660,000,000 new ordinary shares of RM1.00 each by HGB to the FACB Group and FACB Marketing & Sales Services Sdn. Bhd. (“FMSS”) minority shareholders. (“Proposed Assets Injection by FACB”)

Pengurusan Danaharta Nasional Berhad (“PDNB”) has approved the Proposed Scheme of Arrangement of SHB on 28 January 2002 and further approval was obtained from the secured creditors of SHB on 29 January 2002 in accordance with Section 4(4) of the PDNB Act, 1998.

The Foreign Investment Committee and Securities Commission (“SC”) have approved the abovementioned SHB Exercise on 19 March 2002 and 9 July 2002 respectively. Subsequently, the SC have granted the approval vide its letter dated 13 January 2003 to SHB an extension of  time for a period of six (6) months up to and including 9 July 2003 to complete the implementation of the SHB Exercise. The Company had on 20 March 2003 entered into a second supplemental reconstruction agreement with SHB and HGB to facilitate the implementation of the said SHB Exercise. 

B9.	Borrowings and Debt Securities
	
(a)	Short Term Borrowings	RM’000	
			
	Secured		
	Term Loan (USD 5.42Million)	20,618	
	Term Loan	44,532	
	Revolving Credits	17,000	
	Bank Overdraft	24,754	
			
	Unsecured		
	Bank Overdrafts	170	
	Hire Purchase Creditors	2,432	
			
	Total	109,506	

		

			
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FACB RESORTS BERHAD (6461-P)
Unaudited Quarterly Report on the Consolidated Results For the Financial Quarter Ended 31 March 2003

(b)	Long Term Borrowings	RM’000	
			
	Secured		
	Term Loan	14,900	
			
	Unsecured		
	Hire Purchase Creditors	873	
			
	Total	15,773	

B10.	Off Balance Sheet Financial Instruments
As at 26 May 2003, the Group did not enter into any contract involving financial instruments with off balance sheet risk.

B11.	Material Litigation
The Group is engaged in the following material litigation as at the date of this report.

(i)	On 26 February 1998, the Company filed a claim against Ho See Sin, Halim Ismail & Co. and Sng & Co.. The claim against Ho See Sin is for the sum of RM61,260/- and the claim against Halim Ismail & Co. and Sng & Co. is for the sum of RM1,680,000/- which is due to the Company by reason of the failure of First Travel and Tours (M) Sdn. Bhd. (“FTT”) to meet its guaranteed aggregate pre-tax profit for the period of three (3) consecutive financial year from 1 April 1994 to 31 March 1997 of not less than RM5,040,000/- pursuant to a Profit Guarantee Agreement dated 8 February 1994. Ho See Sin is the director and substantial stakeholder (30%) of FTT. Halim Ismail & Co. is the original stakeholder. The full trial concluded on 8 April 2002. The Judge has yet to deliver his decision.

(ii)	A minority shareholder of a subsidiary, First Travel and Tours (M) Sdn. Bhd. (“FTT”), has presented a legal petition against FTT, the Company and a director of the Company (“Respondents”) to wind-up FTT pursuant to Section 181 of the Companies Act, 1965, on allegation that the affairs of FTT were conducted in a manner oppressive to him and in disregard of his interest as shareholder. The Court has now directed that the petitioner file his affidavit in reply (to FTT’s affidavit in opposition to the petition) by 9 December 2002. It is now up to the petitioner’s lawyers to file the necessary summons for directions to set the petition down for hearing.

No provision has been made for possible losses arising from the above legal proceedings as the legal proceedings are still pending.

B12.	Dividend
No dividend is recommended or paid in the current financial quarter and year to date.

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FACB RESORTS BERHAD (6461-P)
Unaudited Quarterly Report on the Consolidated Results For the Financial Quarter Ended 31 March 2003

B13.	(Loss)/ Earnings Per Share

 Basic (loss)/ earnings per share	Current quarter ended
31/3/2003
RM’000	Comparative quarter ended
31/3/2002 
RM’000	Current 
 year ended
31/3/2003
RM’000	Preceding 
year ended
31/3/2002
RM’000	
Group’s loss after tax used as numerator in the calculation of basic EPS	
(29,549)	
(19,162)	
(76,341)	
(78,668)	
					
Weighted average number of shares used as denominator in the calculation of basic EPS (‘000)	

2,030,060	

1,256,968	

2,030,060	

1,256,968	

	Fully diluted (loss)/ earnings per share

The effects on the diluted loss per share for the current financial quarter and year-to-date arising from the assumed conversion of outstanding Warrants is anti-dilutive.

By order of the Board

_______________________
LIM TIONG JIN
Executive Director, Group Finance

Kuala Lumpur             
30 May 2003

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