v
Thailand
Amata Corporation PCL. Amata Nakorn Industrial Estate 700 Moo 1 Klong Tamru, Muang 20000 Chonburi, Thailand Tel : +66 38 213 007 Fax : +66 38 213 700
Vietnam
Amata City Co., Ltd. Amata City Industrial Estate Moo 3 Bowin, Sriracha 20230 Chonbutn, Thailand Tel : +66 38 346 007 Fax : +66 38 345 771
Amata (Vietnam) Co., Ltd. Liaison Office 165 Nguyen Van Troi, Phu Nhuan Dist., Ho Chi Minh City, Vietnam Tel : (84 - 8) 845 0007 / 844 3709 Fax : (84 - 8) 844 3713 E-mail : amata-mktg@hcm.vnn.vn
Bangkok Office 2126 Kromadit Building New Petchburi Road Bangkapi, Huay Kwang 10320 Bangkok, Thailand Tel : +66 2 792 0000 Fax : +66 2 318 1096
A Year of Transition Annual Report 2006
Amata Corporation Public Company Limited
Contents Executives’ Messages 2
Chairman’s Statement
3
CEO’s Report
Performance at a Glance 6
Performance at a Glance
7
Amata Consolidated Results 2003 - 2006
About Amata 9
About Amata
Responsibilities for community and environment 11
Amata’s Responsibilities for community and environment
Corporate Governance 13
Report
17
Risk Factors
18
Shareholding & Dividend Policy
Board of Directors 20
Biographies
25
Structure
26
Meetings Attendance
27
Remuneration
Committees and working Groups 29
Committees Overview and Responsibilities
32
Working Groups
33
Remuneration Policies
34
Income Structures and Internal Information Management
Financial Assessment 36
Management Analysis
37
Responsibility for Financial Assessment
38
Report of The Audit Committee
39
Report of Independent Auditor
Financial Statements 41
Balance Sheet
44
Statements of Income
45
Statement of Changes
47
Statement of Cash Flows
49
Explanations on the Financial Statements
Executives 66
Organization Chart
67
Biographies
71
Executives’ Shareholdings
Amata Group of Companies Information 73
Shareholding Structures
74
Directors in Amata Subsidiary Companies
75
Profile & Contacts
80
Other Information
Executives’ Messages
Chairman’s Statement
A Year of Transition 2006 was a transitional year for both Thailand and Amata Corp. It was difficult in many ways, but also had positive developments. For Amata’s existing clients - the manufacturers already operating in our estates - it was largely a good year. Many of them expanded their exports, part of Thailand’s overall 20% year-on-year estimated growth in exports. Other clients completed building their facilities and started up successfully, while still others expanded. All of these clients benefited from new and improved infrastructure and services, some of it supplied by Amata, some of it part of Thailand’s ongoing industrial upgrades. Close to both of Amata’s Thai estates in the nation’s Eastern Seaboard development region near Bangkok, Suvarnabhumi Airport opened successfully in September, while Laem Chabang deep sea port added capacity and technology. But for Amata’s core operations developing industrial land in Thailand, it was a challenging time, as it was for our entire industry. Many potential new investors, especially newcomers to the region and Western firms, were forced to take a wait-and-see approach amid the nation’s political stalemate, which lasted from April until it was broken by the non-violent coup on September 19. The impact is reflected in Amata’s decline in land sales to 546.61 rai (87.46 hectares or 218.64 acres), following two straight record years. Fortunately, this delay in land sales was partly offset by our recurring revenues from sources like sales of utilities and services to existing clients, rental factory income and income from our Bien Hoa estate near Ho Chi Minh City in Vietnam. As a result, despite a 31% decline in land sales, our revenues were down by only 23%. As for political developments, we note that the coup was peaceful and widely supported within Thai society. As noted by many Thais as well as foreigners like the head of the Joint Foreign Chambers of Commerce in Thailand, the interim government includes some of Thailand’s most highly regarded and capable individuals, who have made clear their commitment to a restoration of full democracy via political reforms and a new election in 2007.
Police General
Chavalit Yodmani
Foreign direct investment interest resumed shortly after the coup, when major projects were announced by several Japanese corporations and others. Thailand’s advantages in terms of costs, human resources, infrastructure and ease of doing business are as strong as ever. Investors continue to want to come here, as we are confident this year’s results will prove. We expect to show increased sales and profits in 2007. Sincerely, Police General Chavalit Yodmani Chairman of the Board of Directors
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Annual Report 2006
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AMATA Corporation Public Company Limited
Message from CEO Vikrom Kromadit
Opportunities to build Amata’s business In a year when factory investment momentum slowed in Thailand, Amata took action, emphasizing cost control and service to existing clients. Our balanced growth strategy helped stabilize our performance. The logic of this strategy has always been airtight; now we find that the company is benefiting from it sooner than expected. The plan calls for Amata to balance income from Thailand land sales with an increasing share of recurring income from rents, utilities and our profitable Vietnam operations. As our industrial parks fill up with factories, the customers who first turn to us to buy land soon rely on us for quality support like electricity, water and other commercial services, on an ongoing basis. Under the balanced growth strategy, this other income is planned to equal 50% of total revenues by 2010; in 2006, the share of revenue from our recurring income and Vietnam operations was 36%, up almost 13 percentage points from 2005.
While the political uncertainties of 2006 slowed investments mostly from American and European companies, new investments continued to arrive from sources in Asia like Japan, Singapore and Malaysia. Helping reinforce Amata’s leadership in hosting Japanese factories, we innovated a new service for their important suppliers - the parts makers, mould makers and other SMEs that until now have been too small in size to establish facilities in an industrial estate. Amata Nakorn now serves even the smallest of these firms at a new rental facility called Ota Techno Park. This building, already fully occupied and slated for expansion, serves as a kind of “factory apartment” where multiple Japanese firms can work side-by-side with convenient shared facilities like meeting rooms, display space and secretarial services. In 2007 we hope to create an international version of this facility for firms from all over the world.
Vikrom Kromadit
Amata is also reaching out to the many Chinese manufacturers that Beijing is encouraging to invest overseas in order to help reduce China’s huge trade surplus. China’s Holley Group has agreed to market land at Amata City, Rayong to companies in China. Beijing has designated this project as an official Chinese Overseas Industrial Zone, one of only ten in the world. Amata Facility Services is offering Amata Nakorn clients a new “total service” approach to waste disposal that emphasizes environmentally sustainable methods. The service, which includes consultancy, waste transportation and disposal of all waste streams, helps clients save cost while eliminating the need to rely on multiple vendors. AFS’s partner Eco Siam safely disposes of hazardous wastes by using them as fuel and raw materials in cement kilns. At Amata Nakorn, the popular new Amata Medical Center will expand to become a modern hospital. Scheduled for completion in 2009, this new hospital will provide quality service for employees working at the estate, while helping Amata’s corporate clients comply with occupational health regulations affordably and improve care for their employees. Joint ventures like this hospital are not only a source of new revenues for Amata; they are part of the full-service approach that has made us the leader in Thai factory estates.
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AMATA Corporation Public Company Limited
Annual Report 2006
We expect Thailand’s incoming foreign direct investment to rebound in 2007. The structural advantages manufacturers enjoy in Thailand - costs, human resources, infrastructure, location, pro-business governance - are stronger than ever, thanks to upgrades like the new Suvarnabhumi Airport, opened in September, and the expansion of Laem Chabang Deep Sea Port. Because both of Amata’s estates are situated near these two key transport centers, our firm is especially well positioned to benefit from investors’ return. At Amata Nakorn, we opened Phase 8 of the park, with 1,000 rai of land for new factories. Amata foresees new opportunities. We devoted time and effort in 2006 to an important new marketing initiative to reach out to Western investors, especially in the United States. While the US and EU GNP represents some 30% of the global economy, American investors still account for just 10% of clients with investments at Amata. We see tremendous room for growth in hosting American and European firms as more and more of them launch or expand operations in Asia to benefit from the region’s attractive costs, human resources and markets. With that in mind, Amata is working with new sales and marketing partners in North America and Europe. Vietnam is another bright spot. Its booming economy, talented human resources and increasingly open governance are attracting investors to industrial estates like Amata City, Bien Hoa, near Ho Chi Minh City. Amata’s estate there attracted approximately 20 new or expanded projects. Sincerely, Vikrom Kromadit CEO
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AMATA Corporation Public Company Limited
Performance at a Glance
Performance at a Glance
Financial summary: Amata Corporation PCL. and its subsidiary companies
2006
2005
2004
2003
Profit and loss (million baht) Total revenue Income from sales Gross profit Net profit
3,421.90 3,345.81 1,802.41 780.87
4,443.89 4,344.13 2,090.66 1,057.58
3,005.66 2,878.75 1,280.07 927.07
2,972.52 2,952.09 1,271.38 786.33
Balance sheet (million baht) Total assets Total liabilities Total shareholdersâ&#x20AC;&#x2122; equity
9,230.52 4,923.64 4,306.88
7,819.04 3,608.33 4,210.70
6,630.77 3,000.51 3,630.26
5,317.56 2,090.45 3,227.10
0.73 633.20
0.99 640.20
0.87 586.85
0.74 480.15
22.82 21.19 15.39 1.14
23.80 30.91 22.17 0.86
30.84 30.60 15.85 0.83
26.45 28.69 18.12 0.65
Per ordinary shares (baht) at Par 1 Earning (loss) per share (baht) Dividend payout (million baht) Selected ratios (%) Net profit margin (%) Return on equity (%) Return on total assets (%) Debt to equity ratio (Time)
Business Performance of Amata Corporation PCL. and its subsidiary companies Sales of industrial land Amata Nakorn Amata City Amata Nakorn & Amata City
345 202 547
826 653 1,479
611 396 1,007
546 296 842
Number of contracts signed to year (accumulated) Amata Nakorn Amata City Amata Vietnam
458 113 87
398 103 78
341 85 66
285 69 44
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Annual Report 2006
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AMATA Corporation Public Company Limited
Amata Consolidated Results 2003 - 2006
Total Total Revenue Revenue (Million (Million Baht) Baht)
Gross Gross Profit Profit Margin Margin (Million (Million Baht) Baht) 2,090.66 2,090.66
4,443.89 4,443.89
2,972.52 2,972.52
3,005.66 3,005.66
2003 2003
2004 2004
1,802.41 1,802.41 3,421.90 3,421.90
2005 2005
2006 2006
Net Income (Million Baht) Net Income (Million Baht)
1,057.58 1,057.58
0.74 0.74
2003 2003
2004 2004
2004 2004
2005 2005
2006 2006
1.14 1.14
2005 2005
2006 2006
Earning Earning Per Per Share Share (Baht) (Baht)
0.87 0.87
2003 2003
927.07 927.07 786.33 786.33
2004 2004
1,280.07 1,280.07
Dept to Equity (Times) Dept to Equity (Times)
780.87 780.87
2003 2003
1,271.38 1,271.38
0.83 0.83
0.86 0.86
2004 2004
2005 2005
2006 2006
0.6 0.6
0.6 0.6
2005 2005
2006 2006
0.65 0.65
2003 2003
Dividend Dividend Per Per Share Share (Baht) (Baht)
0.99 0.99
2005 2005
0.55 0.55 0.73 0.73
0.45 0.45
2006 2006
2003 2003
2004 2004
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AMATA Corporation Public Company Limited
Annual Report 2006
About Amata
About Amata
Full-service industrial estates that save you both money and time Amata Corp. PCL is Thailand’s leading developer and manager of factory estates. Both our Thai estates are situated in the nation’s Eastern Seaboard region, today Southeast Asia’s preferred location for manufacturing. We also operate in booming Vietnam. Known for going beyond the basics to offer a quality, full-service approach, Amata helps factories succeed by saving them time and money. Our 14 subsidiaries and dozens of joint ventures offer support like Ready-Built Factories, power, water, waste water treatment, broadband internet, vehicle leasing, housing, shopping, a health clinic, schools, restaurants and more. We are building an industrial estate that functions as a complete town, where people can both earn a living and live well. Amata Nakorn, Chonburi is our biggest estate, with 2,480 hectares (15,500 rai or 6,200 acres), where some 458 manufacturing projects will soon be operating, including 405 already online or under construction. Located in Chonburi province, in Board of Investment (BOI) Zone 2, the estate is just 57 km from Bangkok, and 42 km from Suvarnabhumi Airport. Amata City, Rayong has 1,120 hectares (7,000 rai or 2,500 acres), with 113 manufacturing projects soon in operation, including 93 already operating or under construction. Its location in Rayong province is just 27 km from the expanding deep-sea port at Laem Chabang and 99 km from Suvarnabhumi Airport. It offers BOI Zone 3 investment privileges. In Vietnam, Amata has one major project serving investors at the most advanced standards there. Amata City, Bien Hoa, established in 1994, has 87 factories and more than 700 hectares (4,375 rai or 1,750 acres) of land in Dong Nai province near Ho Chi Minh City. The project’s new phase will add villas, apartments and lifestyle facilities, all in great demand there. Amata was established in 1989 and listed on The Stock Exchange of Thailand in 1997. Our global clients include such names as Sumitomo Rubber, Yokohama Tire Manufacturing, Canadoil, Triumph Motorcycles, BMW, Daikin, Sony Mobile, Pepsi-Cola, Bridgestone, Toyota, Colgate Palmolive, Kao, Mitsubishi Electric, Mitsubishi Elevator, Hino Motors and many more. Dozens of the most dynamic Thai manufacturers also make their home at Amata. Information as of 31 December 2006
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AMATA Corporation Public Company Limited
Annual Report 2006
Amataâ&#x20AC;&#x2122;s Responsibilities for community and environment
Amata’s responsibilities for community and environment
Amata’s vision of the future is not just building more sites for factories. We plan for our industrial estates to become complete and balanced communities, where business, people and nature can all thrive together. We call this concept “The Perfect City”, a set of goals and ideals that is guiding us toward better results. For industry, it means world-class services and facilities in prime locations. For the people who working our estates, it means restaurants, shopping, recreation, housing and schools even a world-class golf course and club. In concrete terms, it means we keep investing in our estates to add value to our clients’ investments. With new “Perfect City” projects being added every month, we are proud to already host Satit Kaset multilingual school, Suan Kularb School, ThaiGerman Institute for technical training, YWCA fitness and community center, Amata Mansion condominiums, shopping plazas, the Amata Spring Country Club and more. Amata creates a value chain for its customers and communities by continuously adding new support businesses and services. Manufacturers thereby gain efficiency and competitiveness every year for as long as they operate at Amata. People gain quality of life factors not only for working, but for living, education and recreation. Amata hosts every year Thailand’s largest soccer league. For several months each year more than 100 company teams compete in football (soccer) to win the Amata Cup. Other sports popular at the estates are volleyball, badminton and sepak takraw. Education is equally important. Throughout the year, Amata receives numerous student delegation and learning groups for the purpose of knowledge transfer and education. On the national childrens’ day, the company visits sorrounding schools donating books, sport- and education equipments. Amata realizes on the importance of natural resources including the evnironmental impact – both Amata estates were accredited the ISO 14001 certification by TUV Rheinland. Since establishment of the industrial site, the company has implemented the Zero-Discharge Waste Management principles. The concept of Zero-Discharge regulates the management of liquid and solid waste. Waste Water is treated and completely reused in the estate either for watering of green areas or cleaning purposes. Every year, an environmental policy is handed to all staff, suppliers and contractors. It clarifies the focus of the company in regards to good environmental practice in following points: n n n n n n n
Strict implementation of environmental laws & regulations Emphasize on prevention of problem rather than solving problems Recycling system according the company policy of Zero-Discharge Economical and efficient use of natural resources and power Maintanence of waste traetment plants and systems to achieve maximum efficiency “Green and Clean” mind and attitude among staff members More efficient “Way-Finding” for traffic to ensure safety.
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AMATA Corporation Public Company Limited
Annual Report 2006 11
Corporate Governance Corporate Governance
Corporate Governance Report 1. Corporate Governance Policies Amata Corporation Public Co., Ltd. is committed to fair and responsible business ethics in an economic and social environment of constant change, while striving to serve the interests of all stakeholders. The Company’s Board of Directors firmly believes in the importance of good corporate governance as an effective approach to corporate management. With such principles, the constitution, duties, independence, and functions of the Board of Directors are clearly defined, along with transparency in disclosure of corporate information and comprehensive systems of auditing and risk management. In all these ways, the Company gains in credibility and enhances the value of shareholders’ equity. The Company made a constant effort to impress upon directors, employees, and stakeholders alike how vital good corporate governance is to the Company, and to encourage its implementation with all due seriousness. For this reason, a Corporate Governance Working Group was established, with a Vice Chairman as head. This working group held regular meetings and reported on its activities to all levels of the Company, including directors, executives, and staff of the Company and its subsidiaries.
2. Shareholders : Rights and Equal Status The Company has determined that there shall be a General Meeting of Shareholders once a year, no later than four months after the end of the Company’s fiscal year. If there occurs some event affecting the interests of shareholders, or a change in conditions or laws pertaining to the business requiring the assent of shareholders, the Company may call an extraordinary meeting as such a case may arise. The rights of shareholders are constantly kept in mind by the Board of Directors when organizing a meeting of shareholders. The meeting’s prospectus must be sent no less than seven days (or fourteen days in some cases) in advance of the proposed date of meeting, together with all relevant documents, and an announcement to the same effect must be posted in one Thai-language and one English-language newspaper for three consecutive days, and at least three days in advance of the proposed date of meeting. The meeting itself is arranged in such a way as to ensure that all shareholders are treated equally. Each shareholder is afforded an equal opportunity to express his or her views, suggestions, and questions at each stage of the meeting, and with sufficient time. The Chairman and executives consider each question to be important, and answer each clearly and to the point. The minutes of the meeting are recorded accurately and completely, and are concluded with the motions that were passed and the votes on each motion. Each meeting lasts for about two hours. The Company also has an Investor Relations Office that serves as a centre for supplying information to investors. Included in such data are results of operations, financial statements, and announcements made by the Company to the Stock Exchange of Thailand. Investors may contact this office directly or through the Company’s website and obtain information in either Thai or English.
3. Rights of Stakeholders The Company regards the rights of all stakeholder groups to be important, no matter if they are inside the Company or outside. While seeking to satisfy the rights of customers, shareholders, and employees, among others, we strive to fulfill our responsibilities to society and the environment as well. n Shareholders : The Company is devoted to being a good agent of our
shareholders as we work to grow corporate value over the long term and provide good returns. We are committed to transparency in operations and equality to all in providing information.
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AMATA Corporation Public Company Limited
Annual Report 2006 13
n Employees : The Company is convinced that employees are the key to
corporate success. We support the development of our staff as a professional work force by offering a good working environment, equality in work conditions, and a fair level of remuneration. n Business Partners : The Company maintains good relations with our
business partners, working together for mutual benefit, and strictly adhering to the conditions of our contracts with them. n Competitors : The Company operates within a framework of fair
competition. We do not try to damage the reputation of our rivals in the business by mentioning anything for which we have no evidence. n Creditors : The Company is seriously committed to fulfilling all our
obligations to our creditors. n Customers : The Company is determined to provide the utmost satisfaction
and confidence to our clientele. We aim to give them the finest products and service we can provide at reasonable prices. n The Community and Society : The Company is concerned for the integrity
and quality of our environment, society, and local communities, and consequently pays constant attention to social and community-based activities. We strictly operate, moreover, within the parameters of the law and all relevant regulations.
4. Meetings of Shareholders In 2006, the Company hosted one General Meeting of Shareholders on April 28 at the Company’s head office, at which shareholders were able to consider and vote on the Company’s activities, in keeping with legal requirements. The Company had sent a prospectus of the meeting and all relevant documents to shareholders seven days in advance of the meeting date, allowing them enough time to peruse information related to the meeting. All shareholders whose names were registered in the Registry of Shareholders on the date of shareholder registration were sent this information, along with an agenda of the meeting, the Company’s annual report and financial statements, and letters of authorization. These documents were sufficient to enable shareholders to decide on items as they were dealt with during the meeting, and the letters of authorization permitted such shareholders as could not attend to appoint representatives or independent directors of the Company to act on their behalf.
5. Leadership and Vision The Board of Directors consists of knowledgeable, competent, and skilled individuals with experience in a wide variety of fields. As a result, the Company’s operations manage to proceed smoothly. The performance of the Board of Directors is guided by law, regulations, and resolutions of shareholders’ meetings, as well as principles of honesty, morality, and business ethics. The Board of Directors supervises the Company’s management to ensure that all executive decisions conform to the objectives and directions that will maximize the interests of shareholders. The Board of Directors is primarily responsible for formulating a corporate vision and, with the assistance of senior management, making short-term and long-term plans related to financial policy, risk management, and corporate image. The Board has a vital role to play, moreover, in independently monitoring, investigating, and assessing the Company’s operations and the performance of senior management so that the results achieved conform to planned targets and provide optimum benefits to shareholders.
6. Conflicts of Interest The Board of Directors has established a policy on conflicts of interest, namely that any business decision made by personnel at any level of the organization must be conducted solely on the basis of the corporate interest. All personnel must avoid financial or other relationships with outside parties that could have a negative impact
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AMATA Corporation Public Company Limited
upon corporate interests, loyalty to the organization, or its efficient operation. Any person involved in a decision that could affect his or her interest must notify the Company concerning the relationship or involvement with the decision in question and must exclude him / her from considering the said decision, nor must he / she have any authority to approve it. Such matters, moreover, must conform to the rule that no conditions attached to them shall differ from conditions common to such transactions in any way. It is the duty of the Audit Committee to advise the Board of Directors on the suitability of related-party transactions and conflicts of interest, and on how to comply with regulations of the Stock Exchange of Thailand. All such matters are disclosed in the Annual Report and the Annual Transaction Report (Form 56-1). Directors of the Board, senior executives, and their spouses and under-age children must notify the Securities Exchange Commission and the Stock Exchange of Thailand of any change in their ownership of securities within three days of any purchase, sale, transfer, or receipt of such securities, in accordance with the Securities and Stock Exchange Act of 1990, Section 59. Executives and officials with knowledge of inside corporate information are, furthermore, prohibited from disclosing such information to outside or unauthorized parties in order to prevent the misuse of such information.
7. Ethics in Business The Board of Directors believes that ethical business dealings should be promoted constantly among all staff, and that senior executives should serve as role models. Good ethical conduct enables the Company to progress, gain stability and credibility, and achieves respectability in various sectors of society.
8. The Balance Provided by Non-Executive Directors
The Board of Directors consists of thirteen directors, of whom -
eight, or more than half, are independent directors
-
one is non-executives directors
-
five are also corporate executives
Consequently, the Board of Directors is a balanced, autonomous entity that can be trusted to represent the interests of shareholders.
9. Uniting or Dividing Separate Functions The Chairman’s function is to provide policy leadership, determine the Company’s vision, and direct and oversee the work of senior executives, while the President is to provide managerial leadership in implementing the Board’s policies. The Company has, therefore, decided that these two positions will not be held by the same person. In this way, the two roles will be clearly distinguished, and the authority proper to each will be balanced.
10. Remuneration for Directors The remuneration given to directors is determined and approved by a meeting of shareholders. For further details, please look under “Remuneration Policy”.
11. Meetings of the Board of Directors The Board of Directors regards attendance at Board meetings as an essential duty of directors, whereby each director may be informed of and make decisions concerning the Company’s circumstances. There are at least five meetings per year, besides which special meetings may be called for important or urgent circumstances. In 2006, the Board of Directors met five times. A prospective agenda for each meeting was sent out in advance, allowing enough time to directors to study all relevant information and be prepared for the actual meeting. Each item on the agenda required consideration of the corporate interest and the interests of stakeholders, ensuring thereby the long-term growth of the organization. For each item, every director was < Previous Page
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AMATA Corporation Public Company Limited
Annual Report 2006 15
given the opportunity to express his or her independent opinion. The Chairman controlled the discussion in such a way as to allot an appropriate amount of time to each issue. For the purposes of decision-making, a simple majority of those in attendance sufficed. Each director had one vote, unless the said director was personally involved in some way in the matter under consideration, in which case that director could not participate in the discussion or voting. If votes for and against a motion were equal, the Chairman cast the deciding vote.
12. Special Committees The Board of Directors appoints special committees to deal with particular issues, thus assuring shareholders that deliberation and implementation of various matters are as comprehensive as possible. Each special committee has a clear policy, scope of authority, and list of responsibilities, as well as a defined period in which to report on its activities to the Board of Directors. These two committees are the Audit Committee and the Nomination Committee.
13. Internal Control and Audit Systems The Company believes that it should have adequate and appropriate systems of internal control and auditing in place. For 2006, The Company has an audit committee to monitor the Internal Control System together with the external auditor in order to identify and correct weak points. The audit committee, as part of the board of directors, has regularly had meetings with the board of directors to report on the effectiveness and efficiency of the internal control system. For the year 2006, the audit committee has made a report to the board of directors meeting No.1/ 2007 dated February 23, 2007, that the company and its subsidiaries have conducted internal control efficiently to protect the misuse of the companyâ&#x20AC;&#x2122;s assets and as of today date, no irregular transaction has been detected.
14. The Report of the Board of Directors The Audit Committee is responsible for examining the Companyâ&#x20AC;&#x2122;s financial reports and submitting them to the Board of Directors every quarter. The Board of Directors is responsible for the financial statements of the Company itself, and of the consolidated financial statements of the Company and its subsidiaries. These statements were prepared, approved, and audited according to the accounting standards of Mr. Narong Puntawong of Ernst & Young Office Limited. All information, both financial and non-financial, is disclosed on the basis of total and consistent accuracy.
15. Investor Relations The Company takes a pro-active stance with regard to investor relations. An Investor Relations Office is directly responsible for enhancing the effectiveness of publicizing corporate information and news and ensuring that all investors receive equal, accurate, complete, and prompt access to what they need to know. In 2005, the Company participated in various activities by which analysts, investors, and stakeholders could learn about corporate operations, including conferences, company visits, and meetings with executives. Road Shows :
9 times
Opportunity Days :
4 times
Small Investors Visits to the Ind. Estates :
1 times
Company Visits/ Conference Calls :
170 times
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AMATA Corporation Public Company Limited
Risk Factors Amata’s core business is focused on developing and managing industrial estates in Thailand and Vietnam and is driven mainly by foreign direct investment (FDI). In order to diversify its income sources, Amata has a balanced growth strategy that targets balancing revenues from Thailand industrial land sales, Vietnam land sales, and recurring revenues, which are derived from utilities and rental management.
1. Global Economic Risk A major potential risk to Amata’s strategy and business is a global economic slowdown, or a serious economic recession such as Asia experienced during the 19971998 financial crisis. Such a crisis would likely curtail foreign direct investment into Asia and impact the sale of industrial land in Thailand and Vietnam.
2. Natural Disasters Additionally, a major natural crisis such as pestilence and/or environmental disaster could slow investment in Thailand and Vietnam, thus damaging Amata’s core business. Such occurrence might well inhibit economic growth and lead to a recession which could depress Amata’s business of industrial and site sales for foreign investors.
3. Political Risk It is important that Thailand and Vietnam present a stable and attractive destination for foreign direct investment. A risk to Amata’s core business would be destabilizing political events in Thailand and/or Vietnam. A sudden change of policy or in the investment environment could create uncertainty or otherwise discourage foreign direct investment. Such political turbulence did occur in Thailand in 2006 with the result that incoming FDI and industrial estate land sales fell dramatically. Fortunately, political stability has largely returned and it appears that FDI is rebounding. As a result Amata expects increased Thailand land sales in 2007.
4. New Entrants Amata industrial estates do run the risk of increased competition from new entrants, especially as Thailand and Vietnam have become preferred Asian investment destinations outside of India and China. Amata’s record results and earnings in recent years might attract competitors to the industrial estate sector. In Thailand, the opening of the new Suvarnabhumi Airport (SA) will attract new entrants that will want to capitalize on the increased activity in the surrounding airport area. A mitigating factor for Amata is the period of time that it requires to start up a new industrial estate and match the infrastructure quality, client facilities and services of Amata Nakorn, Amata’s flagship industrial estate.
5. Disruption in Utilities and Services Supply A potential operational risk to Amata’s business would be any serious disruption in the supply of industrial utilities such as natural gas, power, telecommunications, water, etc. that Amata clients require for their manufacturing activities. Amata has sought to provide utility redundancy for its clients to mitigate any utility disruption to their manufacturing operations. Amata Power and the Provincial Electric Authority have cooperated to ensure back up power in case of power outages. Natural Gas can be provided by Amata Natural Gas Distribution, or directly from PTT. Amata Water (AW), an Amata subsidiary company, has multiple sources of water and was not affected by drought that afflicted other industrial estates in Thailand’s Eastern Seaboard development region in mid-2005. AW continues to develop water resources to guard against any future shortage. AW is developing a water recycling project that will recycle industrial waster water for reuse as industrial water. Such conservation measures make the most of the AW water resources.
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AMATA Corporation Public Company Limited
Annual Report 2006 17
SHAREHOLDING STRUCTURE & DIVIDEND POLICY Major shareholders as at December 31, 2006
Major Shareholders 1.
Kromadit Family Mr. Vikrom Kromadit
245,000,000
Mr. Vitoon Kromadit
36,581,710
Mr. Visut Kromadit
No. of Shares
% of Shareholding
291,159,710
27.29
102,436,600
9.60
9,377,930
Mr. Vitit Kromadit
200,070
2.
The Bank of New York (Nominees) Limited
3.
Chase Nominees Limited 42
62,789,900
5.88
4.
Thai NVDR Co., Ltd.
53,178,776
4.98
5.
State Street Bank and Trust Company
50,725,653
4.75
6.
Itochu Management (Thailand) Co., Ltd.
50,000,000
4.69
7.
Chase C.S. Central Nominees Limited
49,205,900
4.61
8.
Somers (U.K.) Limited
40,316,300
3.78
9.
Yodmani Family
38,486,970
3.61
35,892,400
3.36
Police General Chavalit Yodmani Mr. Piya Yodmani
38,451,170 35,800
10. STATE STREET BANK AND TRUST COMPANY FOR AUSTRALIA Dividend Policy
Amata Corporation PCL and its subsidiary companies have a policy to pay a dividend not less than 40% of the net profit each year since 1995/1996 depending on the economic situation of Thailand, industrial estates market situation, and the companyâ&#x20AC;&#x2122;s liquidity.
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18 Annual Report 2006
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AMATA Corporation Public Company Limited
Board of Directors
Biographies Police General Chavalit Yodmani
Age 72
Position in Amata Corporation PCL.
Chairman of the Board of Directors Education - Vajiravudh College, Thailand - Worksop College, U.K. - The Nation Defense Course for Joint State - Private Sectors Training with the Thai Institute of Directors Association (IOD) Chairman 2000, 2003 Other Current Positions - Chairman Thai Orchids Lab Co., Ltd. - Chairman Amata Facility Services Co.,Ltd. - Director Norske Skog (Thailand) Co., Ltd. - Director Amata City Co., Ltd. - Director Amata Holding Co., Ltd. Previous Experience
Secretary General of the Narcotics Control Board, Ministry of Justice
Chira Panupong
Age 74
Position in Amata Corporation PCL.
Vice Chairman of the Board of Directors Education Master degree in economics, London School of Economics, U.K. Training with the Thai Institute of Directors
Association (IOD) Director Accreditation Program DAP, 2003 Other Current Positions - Chairman Amata (Vietnam) Co., Ltd. - Chairman Somboon Advance Technology PCL. - Vice Chairman Tuntex (Thailand) PCL. - Vice Chairman TPT Petrochemicals PCL. - Vice Chairman TPT Utilities Co., Ltd. - Director Precious Shipping PCL. Previous Experience
Secretary General to the Office of the Board of Investment at the Prime Ministerâ&#x20AC;&#x2122;s Office
Vikrom Kromadit
Age 54
Position in Amata Corporation PCL.
Director, Chairman of the Executive Board, Member of Nomination Committee, CEO Education Bachelor degree in mechanical engineering, National Taiwan University, Taiwan Training with the Thai Institute of Directors Association (IOD) None Other Current Positions - President Amata Holding Co., Ltd. - Director Amata Development Co., Ltd. - Director Amata Mansion Services Co., Ltd. - Director Amata City Co., Ltd. - Chairman Amata Foundation - Director and Chairman of the Advisory Board of Amata (Vietnam) Co., Ltd. - Vice Chairman Thailand-China Business Council - Director National Taiwan University Alumni < Previous Page
20 Annual Report 2006
AMATA Corporation Public Company Limited
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General Yuthasak Sasiprapha
Age 69
Position in Amata Corporation PCL.
Director Education
The National Defense Course for Joint State-Private Sectors Training with the Thai Institute of Directors Association (IOD)
Director Accreditation Program DAP, 2006 Other Current Positions - President The National Olympic Committee of Thailand - Director PTT Chemical PCL. Previous Experience - Member of Parliament - Deputy Minister of Defense - Advisor to The Prime Minister for Security - Vice Minister for Defence
Mr. Staporn Kavitanon
Age 67
Position in Amata Corporation PCL.
Director Education Mater’s degree in economics, Vanderbilt University, U.S.A. Training with the Thai Institute of Directors Association (IOD)
Director Accreditation Program DAP, 2004 Other Current Positions
Vice Chairman Bangkok Bank PCL. Previous Experience
Secretary General to the Office of the Board of Investment at the Prime Minister’s Office
Mr. Thomas Hamlin Reese
Age 68
Position in Amata Corporation PCL.
Director, Executive Director, Member of Nomination Committee, President & COO Education - Master’s degree in Economics , University of Pittsburgh - Bachelor’s degree in Economics(Honors), University of Maryland Training with the Thai Institute of Directors Association (IOD) - Director Certification Program DCP, 2003 - Finance for Non-Finance Director FN, 2004 - Director Diploma Examination, 2003 Other Current Positions - Director Amata City Co., Ltd. - Director Amata (Vietnam) Co., Ltd. - Director Amata Water Co., Ltd. - Trustee Kenan Institute Asia - Director Development Committee Kenan Institute Asia Previous Experience Director USAID Thailand Mission, Amercian Embassy, Bangkok < Previous Page
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AMATA Corporation Public Company Limited
Annual Report 2006 21
Mr. Toshihide Hashima
Age 56
Position in Amata Corporation PCL.
Director Education
Bachelorâ&#x20AC;&#x2122;s degree in economics, Kyushu University, Japan Training with the Thai Institute of Directors Association (IOD) None Other Current Positions - General Manager for Indo-China Region of ITOCHU Corporation - President ITOCHU (Thailand) Ltd. and ITOCHU Management (Thailand) Co.,Ltd. - Director Japan Chamber of Commerce in Bangkok - Member of the Executive Committee of Thai-Japanese Association - Director Board of Thai-Japanese Association School in Bangkok Previous Experience
General Director for ITOCHU Corporation, Vietnam
Mr. Chai Sophonpanich
Age 63
Position in Amata Corporation PCL.
Director, Chairman Nomination Committee Education
B. Sc. University of Colorado, U.S.A. Training with the Thai Institute of Directors Association (IOD) - Director Certification Program DCP, 2002 - Chairman 2000, 2004 Other Current Positions - Chairman and President Bangkok Insurance PCL. - Chairman Bumrungrad Hospital PCL. - Chairman Furukawa Metal (Thailand) PCL. - Chairman Charoong Thai Wire & Cable PCL. - Vice Chairman Thai Reinsurance PCL.
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22 Annual Report 2006
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AMATA Corporation Public Company Limited
Mr. Chackchai Panichapat
Age 68
Position in Amata Corporation PCL.
Director and Executive Director Education - Master’s degree in Science in Electrical Engineering, University of Texas - Bachelor’s degree in Science in Electrical Engineering (Honors), Chulalongkorn University Training with the Thai Institute of Directors Association (IOD) - Director Accreditation Program DAP, 2003 - Finance for Non-Finance Director FN, 2005 - Director Certification Program DCP, 2006 Other Current Positions - Chairman of the Board and Independent Director, Chairman of the Nominating Committee and Member of the Audit Committee, Magnecomp Precision Technology PCL. - Independent Director, Chairman of the Remuneration Committee and Member of the Audit Committee, Central Pattana PCL. - Independent Director and Member of the Audit Committee, Kang Yong Electric PCL. - Independent Director and Chairman of the Audit Committee, City Sports and Realty PCL. - Independent Director, Saha Union PCL. Previous Experience
Deputy Secretary General to the Office of the Board of Investment at the Prime Minister’s Office
Mr. Viboon Kromadit
Age 46
Position in Amata Corporation PCL.
Director & Senior Vice President Education
Bachelor’s degree in business administration (computer), Assumption University Bangkok Training with the Thai Institute of Directors Association (IOD) None Other Current Positions - Director, Executive Director Amata City Co., Ltd. - Director Amata Water Co., Ltd. - Director Amata Facility Services Co., Ltd. - President Amata Summit Ready Build Co., Ltd.
Mr. Wikrom Soukavanitch
Age 70
Position in Amata Corporation PCL.
Director, Chairman of the Audit Committee Education
Bachelor’s degree in accounting, Thammasat University Training with the Thai Institute of Directors Association (IOD)
Director Accreditation Program DAP, 2005 Other Current Positions
None
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AMATA Corporation Public Company Limited
Annual Report 2006 23
Mr. Noppun Muangkote
Age 59
Position in Amata Corporation PCL.
Director, Member of the Audit Committee Education - LL.M. corporations degree, New York University, U.S.A. Fulbright and Asia Foundation scholarships Training with the Thai Institute of Directors Association (IOD)
Director Accreditation Program DAP, 2005 Other Current Positions - President of International Business Lawyers Co., Ltd. - Director Sahakol Engineer Co., Ltd. - Director Siam Jusco Co., Ltd. - Director AEON Thanasinsup PCL.
Dr. Somchet Thinaphong
Age 57
Position in Amata Corporation PCL.
Director, Member of the Audit Committee Education
- Ph.D. in engineering (King’s Scholarship), Asian Institute of Technology Training with the Thai Institute of Directors Association (IOD)
Director Accreditation Program DAP, 2006 Other Current Positions
Advisor Preecha Group Previous Experience - President of New Bangkok International Airport Co., Ltd. - Governor of the Industrial Estate Authority of Thailand (IEAT)
Mrs. Varaporn Vatcharanukroh
Age 48
Position in Amata Corporation PCL. - Secretary to the BOD and Audit Committee - Treasurer Education
Bachelor’s degree in accounting, Thammasat University Training with the Thai Institute of Directors Association (IOD) - Company Secretary Program, 2003 - Effective Minute Taking, 2006 Other Current Positions - Director Amata (Vietnam) Co., Ltd. - Director Amata Development Co., Ltd. - Director Amata Mansion Service Co.,Ltd. Previous Experience
Assistant Vice President of Amata Finance
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24 Annual Report 2006
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AMATA Corporation Public Company Limited
Structure The Board of Directors consists of 13 Directors Executive Directors as Directors of the Board ■ Mr. ■
■
Vikrom Kromadit,
Police
General Chavalit Yodmani,
Non Executive Directors
Independent Directors (*)
Secretary to the Board of Directors
■
■
■
Mr. Toshihide Hashima
Mr. Chackchai
■ ■
Mr. Chira Panupong
Mr. Staporn Kavitanon General Yuthasak Sasiprapha
Mr. Chai Sophonpanich ■ Mr. Wikrom
Panichapat
■
Mr. Thomas H. Reese ■ Mr. Viboon Kromadit
Soukavanitch
■
Mr. Noppun Muangkote ■ Dr. Somchet Thinaphong ■
Mrs. Varaporn
Vatcharanukroh
(*) Definition of Independent Director
An independent director shall possess the following qualifications : A. Holding shares not more than 5 per cent of paid-up capital of the company, affiliated company, associated company or related company, which shall be inclusive of the shares held by related persons B. Being a director who does not take part in the management of the company, affiliated company, associated company, related company or majority shareholder of the company, and is not an employee, staff member or advisor who receives a regular salary from the company, affiliated company, associated company, related company or majority shareholder of the company C. Being a director who has no direct or indirect benefit or interest in finance and management of the company, affiliated company, associated company or majority shareholder of the company, including the benefit or interest of the said nature during the period of 1 year before his appointment as a member of the audit committee except where the board of directors has carefully considered that such previous benefit or interest does not affect the performance of duties and the giving of independent opinions D. Being a director who is not a related person or close relative of any management member or majority shareholder of the company E. Being a director whom is not appointed as a representative to safeguard interests of the company’s directors, majority shareholders or shareholders who are related to the company’s majority shareholders F. Being capable of performing duties, giving opinions or reporting the results of performance of work according to the duties delegated by the board of directors free and clear of the control of the management or the majority shareholders of the company including related persons or close relatives of the said persons
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AMATA Corporation Public Company Limited
Annual Report 2006 25
Meeting Attendance In 2006, Amata held 5 Board of Directors Meetings.
Meeting Attendance
Name
1/2006
2/2006
3/2006
4/2006
5/2006
Police General Chavalit Yodmani
1
1
1
1
1
5
Mr. Chira Panupong
1
1
1
1
1
5
Mr. Vikrom Kromadit
1
1
1
1
1
5
Mr. Staporn Kavitanon
0
1
0
1
0
2
General Yuthasak Sasiprapha
1
1
1
0
1
4
Mr. Thomas Hamlin Reese
1
1
1
1
1
5
Mr. Chai Sophonpanich
1
0
1
0
1
3
Mr. Tetsushi Ishizuka (Resinged on August 11, 2006)
1
0
0
0
-
1
Mr. Toshihide Hashima (Was appointed on August 11, 2006)
-
-
-
-
1
1
Mr. Viboon Kromadit (Was appointed on April 28, 2006)
-
-
1
1
1
3
Mr. Chackchai Panichapat
0
1
1
1
1
4
Mr. Wikrom Soukavanitch
1
1
1
1
1
5
Dr. Somchet Thinaphong
1
1
1
1
1
5
Mr. Noppun Muangkote
1
0
1
1
1
4
10
9
11
10
12
Total
Total
Remarks “1” Attended, “0” Absence, “-” Non-perform as an appointed director
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26 Annual Report 2006
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AMATA Corporation Public Company Limited
Remuneration The Company policy on remuneration of Directors requires approval from a meeting of the Shareholders, which is disclosed in this Annual Report : Directors received meeting allowances from meetings of the Board of Directors and the Audit Committee benefit. In 2006, Amata paid a total remuneration of Baht 4,563,000.- as listed below :
Annual Remuneration
Monthly Allowance & Attendance Fee
Bonus
Total
Police General Chavalit Yodmani
580,000
180,000
760,000
Mr. Chira Panupong
465,000
120,000
585,000
Mr. Vikrom Kromadit
230,000
60,000
290,000
Mr. Staporn Kavitanon
164,000
60,000
224,000
General Yuthasak Sasiprapha
208,000
60,000
268,000
Mr. Thomas H. Reese
230,000
60,000
290,000
Mr. Chai Sophonpanich
186,000
60,000
246,000
92,000
60,000
152,000
Mr. Tetsushi Ishizuka (Resinged on August 11, 2006) Mr. Toshihide Hashima (Was appointed on August 11, 2006)
72,000
-
72,000
146,000
-
146,000
Mr. Chackchai Panichapat
88,000
-
88,000
Mr. Wikrom Soukavanitch
538,000
60,000
598,000
Dr. Somchet Thinaphong
362,000
60,000
422,000
Mr. Noppun Muangkote
362,000
60,000
422,000
3,723,000
840,000
4,563,000
Mr. Viboon Kromadit (Was appointed on April 28, 2006)
Total
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AMATA Corporation Public Company Limited
Annual Report 2006 27
Committees and Working Groups
Committees Overview and Responsibilities The company management structure consists of four committees :
The Board of Directors
Chairman of the Board
Police General Chavalit Yodmani
Vice Chairman
Mr. Chira Panupong
Directors
Mr. Vikrom Kromadit, Mr. Staporn Kavitanon, General Yuthasak Sasiprapha, Mr. Thomas Hamlin Reese, Mr. Chai Sophonpanich, Mr. Toshihide Hashima, Mr. Chackchai Panichapat, Mr. Viboon Kromadit, Mr. Wikrom Soukavanitch, Dr. Somchet Thinaphong and Mr. Noppun Muangkote
The Executive Committee
Chairman
Mr. Vikrom Kromadit
Directors
Police General Chavalit Yodmani, Mr. Thomas Hamlin Reese and Mr. Chackchai Panichapat.
The Nomination Committee
Chairman
Mr. Chai Sophonpanich
Directors
Mr. Vikrom Kromadit and Mr. Thomas Hamlin Reese
The Audit Committee
Chairman
Mr. Wikrom Soukavanitch
Directors
Mr. Noppun Muangkote and Dr. Somchet Thinaphong
Responsibilities of each Committee The Board of Directors
The Board of Directors has the following responsibilities and duties :
1. To understand the Company’s vision, strategy and objectives, to use time and knowledge to help the Company achieve those objectives.
2. To oversee the Company’s operation.
3. To monitor so that the Company conducts business faithfully and in compliance with the articles of association and the resolutions of the shareholders into favorable circumstances.
4. To implement and supervise the Company’s policies in compliance with all laws.
5. To appoint and understand the roles of the Executive Board, the Nomination Committee and Audit Committee and to monitor their performances.
6. To disclose true and detailed documents to shareholders and the general public.
7. To understand and monitor so that Corporate Governance Principles of the Company are applied and met.
Appointment of Directors and Executive Directors The number of directors shall be set by a general meeting, Directors may be with drawn with the consensus of those present at the general shareholders meeting. The consensus must have at least 3/4 the number of shareholders who attend the meeting and have the right to vote. In addition, the number of shares must not be less than half the number of shares present and eligible to be cast.
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AMATA Corporation Public Company Limited
Annual Report 2006 29
If a directorship is or becomes vacant for any reason, except term expiration, the committee can select any qualified candidate in the next meeting, provided the term is not longer than two months, The selected director has his or her own term equal to the term of the director whom he or she replaces or represents. The consensus must be at least 3/4 of the remaining directors. If the term of any director expires for any reason, the appointment of a new director will be decided by the meeting of shareholders after the screening consideration of the Nomination Committee. In this regard, the meeting of shareholders must consider and abide by the following regulation :-
1. Each shareholder has only one vote per one share 2. Each shareholder must use all his or her votes (shares) as stipulated in clause I to elect one candidate per vacancy to become a director. In addition, he or she shall not split his or her voting right between or among candidates for a single directorship. 3. The persons elected to be the director must have the highest tally. In case of equality of vote, the Chairman shall cast the deciding vote. Retirement system : At each ordinary general meeting of shareholders, such number of the Directors or nearest to one-third (1/3) of the total number of directors shall retire from the office. The Directors who have been longest in the office shall retire. The Directors to retire during the first and second year following the registration of the Company shall be drawn by lots. In every subsequent year the Directors who have been longest in office shall retire.
The retiring Director shall be re-elected to be a Director for another term.
Meeting schedules : The Directors of the Board meet at least five times a year; the secretary to the Board of Directors is responsible for the accurate keeping and reporting of resolutions that had been discussed in each meeting.
The Executive Board The Executive Board shall have authority to convene the meeting to decide on the following matters : 1. Raw land procurement for the implementation of the industrial estate business 2. Acquisition of assets (excluding raw land in No.1) worth not more than 10 million baht for use of the Company. 3. Registration of transferring, leasing, mortgaging and subdividing of land title deeds, application for licenses, permits, and other official amendments etc. with the authorities concerned in relation to operation of the companyâ&#x20AC;&#x2122;s business. 4. Opening new bank accounts, making money deposits with financial institutes other than existing banks/ financial institutes on regular transactions, securing new loans, giving loans to third parties. 5. Providing loan guarantees for subsidiary companies at a total limit of 1 billion baht. 6. Securing a new loan of up to 500 million baht per time to be used for business operation of the company.
Meeting schedules : Meetings are scheduled periodically whenever issues arise that need immediate attention.
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30 Annual Report 2006
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AMATA Corporation Public Company Limited
The Nomination Committee Their scope of authority and responsibility is as follows : 1. To produce a plan of succession and a means whereby to replace directors whose terms have expired. 2. To consider candidates to succeed directors whose terms have expired and propose their names for deliberation by the Board of Directors and approval by a meeting of shareholders. 3. To prepare plans of succession for the President and other senior executives and propose them to the Board of Directors for consideration. 4. To propose methods to evaluate the performance of directors and the Board of Directors and monitor the results of such evaluations. Term of service :
They serve for a term of three years.
Meeting schedules :
The Nomination Committee holds a meeting once a year.
The Audit Committee The Audit Committee of the Company has the scope of duties and responsibilities, and shall report to the Board of Directors, to : 1. Oversee the reporting process and the disclosure of the financial information that it should be correct, sufficient and accurate. 2. Ensure that the Company has adequate and effective internal control systems. 3. Ensure that the Company follows all the relevant regulations and laws. 4. Consider the appointment and remuneration of Auditors. 5. Ensure that the Company discloses sufficient and correct information on related or conflict of interest transactions. 6. Review and prepare the information which must be signed by the Chairman of the Audit Committee to be disclosed in the annual report. 7. Consider and review other matters as specified by the Board of Directors. Term of service :
The term of service is three years.
Meeting schedules :
The Audit Committee meets four times a year.
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AMATA Corporation Public Company Limited
Annual Report 2006 31
Committees and Working Group Working Groups The Companyâ&#x20AC;&#x2122;s Management Meeting Management of the Company and its subsidiaries, Amata City Co., Ltd., Amata Facility Service Co., Ltd. and Amata Water Co., Ltd., meet twice a month throughout the year. The meeting has the objective to discuss issues that relate to daily operations, achievement of targets, leading projects to result, improve or refine services, change or implement working systems as well as to maintain good relations with employees and customers. The members of the meeting represent every department of the Company, therefore, the meeting can lower the operational risks and prevent problems or situations from intensifying; it improves cross-departmental communications and understanding; it also provides a platform for ideas or suggestions for improvements in any field of the Companyâ&#x20AC;&#x2122;s business.
The meeting is headed by the Chairman of the Company.
The Corporate Governance Working Group The Company has established the Corporate Governance Working Group in 2005 with the objective to improve good corporate governance of the Company and to encourage its implementation. The working group is headed by the Deputy Chairman of the Board of Directors and Company executives are its members. Meetings are held on a regular basis; with a tendency to increase and intensify.
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32 Annual Report 2006
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AMATA Corporation Public Company Limited
REMUNERATION POLICY Remuneration for Directors The Company policy on remuneration of Directors requires approval from a meeting of the Shareholders, which is disclosed in this Annual Report: Thirteen Directors received meeting allowances from meetings of the Board of Directors and the Audit Committee benefit. In 2006, Amata paid a total remuneration of Baht 4,563,000.(for details please see section on Board of Directors, page 27). Remuneration for Executive Directors
In 2006, the Company did not pay any remuneration to members of the Executive Board.
Remuneration for Company Executives The Board of Directors stipulates policy and standards for the remuneration of the Executives, which is related to performance of the company and each executive. The Directors and the working group in the management team consider performance in approving executive remuneration.
In 2006, the Executives received remuneration including salaries and success fees from
Amata totaling Baht 34,129,917.80 and Executivesâ&#x20AC;&#x2122; provident fund of Baht 1,463,112.84. Remuneration for the Auditor
1. Audit fee
The company and its subsidiaries have paid audit fee to following auditors:
-
-
An auditor for the past year audit for Baht 2,700,000 An office where the company auditor engaged or personnel involved in the past year audit for Baht 0.-
2. Non- Audit fee
The company and its subsidiaries have paid service fees in connection with preparing the consolidated financial statement and cash flow statement, and translating the financial statement, to: -
An auditor for the past year services for Baht 0.-, and payable for continuing services for current year for Baht 0.-.
-
An office where the company auditor engaged or personnel involved in the past year service for Baht 0.- and payable for continuing service for Baht 0.-
Employee Remuneration Amata has a corporate pay system with pay levels from L-1 for support staff, to L-11 for top executives. Since 2002, Amata has supplemented the basic pay system with a performancebased system designated the Success Fee, or SF. The principle of the SF system is that employees at all levels receive, in addition to their salary, this annual SF, which is based on the companyâ&#x20AC;&#x2122;s annual performance. During the period that Amata has implemented the SF system, management has noted that, as SF is distributed to all permanent employees, there is a tendency for employees to improve their individual productivity. This has resulted in reduced requests for additional personnel and very few additional new hires over the past years. Teamwork has also been enhanced. Additionally, as the SF distribution is based on annual performance, there has been a continual process of striving to reduce development and operating costs allowing the Company to limit and control development and operating costs. Finally, the SF system encourages all employees at all levels to identify and assist poor performing employees with counseling, skill training and at times job reassignment to improve individual productivity and teamwork.
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AMATA Corporation Public Company Limited
Annual Report 2006 33
INCOME STRUCTURE AND INTERNAL
INFORMATION MANAGEMENT Income Structure Refer to Note 24 of the Financial Statements on page 62, which presents financial data categorized by the various business units, where it may be seen that revenue from sales and infrastructure – which represents the company and its subsidiaries’ core income – in 2006 reached 3,346 million baht. The principal share of revenue (76.45% of total revenue) was contributed by the real estate development business; while revenues from water production accounted for 18.02% and 5.53% from ready-built factories rental. Internal Information Management The company has its own policy and methods to prevent the misuse of internal information for personal gain. In addition, Thailand Securities Depository Co., Ltd. has been assigned to provide the Company a monthly list of shareholders, and the Company incurs penalty if there is evidence of illegal, inappropriate, or unethical use of internal information, Ethics seminars have also been arranged to inform and educate the management and employees in such matters.
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34 Annual Report 2006
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AMATA Corporation Public Company Limited
Financials Assessment
Management Analysis
Amata is focusing company management on the successful execution of the new 2006-2010 balanced growth plan. The minimum expectation is that total revenue will grow at 15% a year. We will strive to balance our total revenues in order to obtain 50% from land sales and 50% from recurring revenue by the year 2010. As long as there are no global economic or natural disasters, we believe Thailand and Vietnam will continue to offer attractive investment destinations in Southeast Asia. Amata has prime industrial estate locations in both countries and should be attractive and competitive sites for continued foreign direct investment in manufacturing and assembly. In Thailand, Amata will benefit from the opening of the new Suvarnabhumi International Airport, as well as the planned expansions at Leam Chabang Seaport, which is Thailandâ&#x20AC;&#x2122;s major container port. In Vietnam, our industrial estate is located in Dong Nai Province at Amata City Bien Hoa, just outside of Ho Chi Minh City. Amata Vietnam is prospering as Dong Nai Province is the number one recipient of foreign direct investment in Vietnam. Additionally, the new Ho Chi Minh International Airport will be located in Dong Nai Province and is expected to begin construction in 2008-2009. This new airport will be a magnet for expanded foreign direct investment. Amata Management executed in 2006 a three-pronged management approach with an emphasis on: (1) expanding the existing Amata industrial estates. (2) Striving for improved operating efficiency and results. (3) New business opportunities to build our recurring revenues. As the Amata industrial estates are located in prime locations and will benefit from foreign direct investments into Thailand and Vietnam, our focus will be to expand our existing industrial estates through the acquisition of additional land in Thailand and Vietnam. We believe Amata is in an excellent position in Thailand and Vietnam to leverage our brand name (Amata), as well as our prime locations and existing infrastructure, thereby improving our profitability. In terms of sales results, Amata will launch new marketing and sales initiatives to further attract new investment to Thailand and Vietnam. Special efforts will be made to deepen Japanese investment, attracting second- and third-level suppliers to Thailand and Vietnam. We will also seek consulting partnerships in the U.S. to attract small and medium-size firms to Thailand and Vietnam. These partnerships are reimbursed based on results, or successful land sales. Finally, our Business Development will continue to seek to identify attractive facility and service opportunities to provide value to our existing and new clients in our industrial estates in Thailand and Vietnam. These new businesses will help build our recurring revenue, providing Amata with sustainability. The target is that by 2010 our recurring revenue will approach 50% of total revenue. To enable the Amata staff to meet the 2006 challenges, execute our management plan going forward and produced the desired results, Amata HR will be providing a tailored range of skill broadening training opportunities for Amata staff. For example, we are planning training courses in information and communications technology (ICT), English improvement, and financial management for selected staff
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36 Annual Report 2006
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AMATA Corporation Public Company Limited
Responsibility for Financial Assessments
The consolidated and the company balance sheets of Amata Corporation Public Company Limited and its subsidiary companies have been made in accordance with the generally accepted accounting principles for the benefits of the shareholders and to reflect the real results. The Board of Directors has appointed an Audit Committee with full qualifications as required by the Stock Exchange of Thailand to examine the preparation of the financial statements to reflect their correctness and to disclose any related transactions or conflicts of interest, if any, by major shareholders. The responsibilities of the Audit Committee include an evaluation of internal controls and internal audit for their efficiency in connection with rules and regulations of the Stock Exchange of Thailand and include the nomination of Auditor and audit fee for appointment by shareholders. The structure of management and internal controls in connection with the Auditorâ&#x20AC;&#x2122;s report ensure the Board of Directors that the financial statements of Amata Corporation Public Company Limited and its subsidiary companies as of December 31, 2006, represent fairly the financial results and cash flow statements prepared in accordance with the generally accepted accounting principles.
(Police General Chavalit Yodmani) Chairman
(Mr. Thomas H. Reese) Director
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AMATA Corporation Public Company Limited
Annual Report 2006 37
Report of the Audit Committee
The Board of Directors of the Amata Corporation Public Company Limited appoints an Audit Committee consisting of Mr. Wikrom Soukavanitch as Chairman and Dr. Somchit Thinaphong and Mr. Noppun Muangkote as Members. Neither the Chairman nor the Members are officers or employees of the company. The Chairman of the Audit Committee member has direct knowledge and experience in auditing. The Audit Committee performs its duties to ensure good corporate governance, enhancement of the efficiency of operations and to add value to the company. In order for the Audit Committee to function effectively, the company has fully provided it with all necessary information and it is empowered to freely discuss all matters with the management, and external auditors. During 2006 the Audit Committee has rigorously complied with the Audit Committee Charter regarding its duties and responsibilities, as described in the regulations of the Stock Exchange of Thailand. These can be summarized, as follows: 1. Timely review and verification of the Quarterly and Annual Financial Statements before submission to the Board of Directors for final approval and offering advice and observations on the audit plan, and the findings of the external auditor. Key considerations were ensuring that the preparation of all reports was in accordance with generally accepted accounting principles and disclosure of all important information, particularly with regards to related transactions and the identification of any potential conflicts of interest. 2. Review to ensure that management effectively supervises all responsible departments and employees to strictly and regularly comply with the rules and regulations of the Stock Exchange of Thailand and all applicable laws and regulations. 3. Review of disclosure of related transactions and all possible conflicts-ofinterest transactions. 4. Promotion and enhancement of good corporate governance and risk management processes within the company. 5. Comparison of the proposals for services and fees from certain auditing firms and giving advice on selection criterions. This will be officially proposed to the General Meeting of the Shareholders for approval. The Audit Committee is of the opinion that the preparation and disclosures made in the companyâ&#x20AC;&#x2122;s financial reports are sufficient and reliable, and the internal control systems are adequate.
(Dr. Somchet Thinaphong) Audit Committee
(Mr. Noppun Muangkote) Audit Committee February 26th, 2007
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38 Annual Report 2006
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AMATA Corporation Public Company Limited
Report of Independent Auditor To The Board of Directors and Shareholders of Amata Corporation Public Company Limited
I have audited the accompanying consolidated balance sheet of Amata Corporation Public Company Limited and its subsidiaries as at 31 December 2006, the related consolidated statements of income, changes in shareholdersâ&#x20AC;&#x2122; equity and cash flows for the year then ended, and the separate financial statements of Amata Corporation Public Company Limited for the same period. These financial statements are the responsibility of the Companyâ&#x20AC;&#x2122;s managements as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audit. The consolidated financial statements include the financial statements of an overseas subsidiary and a local subsidiary which were audited by other auditors. The financial statements as at 31 December 2006 and for the year ended of those subsidiaries showed total assets of Baht 1,523 million, total revenues of Baht 690 million and total net income of Baht 249 million. The Companyâ&#x20AC;&#x2122;s share of profits of these subsidiaries under the equity method amounted to Baht 151 million. The audit reports of the other auditors have been furnished to me, and my report, insofar as it relates to the amounts included in the consolidated financial statements in respect of those subsidiaries, is based solely on the reports of those auditors. The consolidated financial statements of Amata Corporation Public Company Limited and its subsidiaries for the year ended 31 December 2005 and the separate financial statements of Amata Corporation Public Company Limited for the same period, as presented herein for comparative purposes, were audited by another auditor who, under his report dated 20 February 2006, expressed an unqualified opinion on those financial statements. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, based on my audit and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Amata Corporation Public Company Limited and its subsidiaries and of Amata Corporation Public Company Limited as at 31 December 2006 and the results of their operations, and cash flows for the year then ended in accordance with generally accepted accounting principles. Narong Puntawong Certified Public Accountant (Thailand) No. 3315 Ernst & Young Office Limited Bangkok: 23 February 2007
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AMATA Corporation Public Company Limited
Annual Report 2006 39
Financial Statement
Balance Sheets
AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AS AT 31 DECEMBER 2006 AND 2005
(Unit : Baht)
2005
2006
2005
(Restated)
(Restated)
ASSET
CURRENT ASSETS
582,211,542
701,857,190
46,714,589
310,313,359
Trade accounts receivable - net
7
95,818,152
62,132,816
-
-
Other accounts receivable - related party
8
-
-
1,240,358
1,000,000
Unbilled receivables
9
536,015,706
592,160,354
295,622,430
252,814,758
Real estate development cost - net
10
3,602,740,135
2,397,852,505
1,984,839,316
1,475,092,231
Note
The Company only
2006
Cash and cash equivalents
Consolidated
Deposit for land purchases
158,063,875
177,898,468
158,063,875
158,960,635
Other current assets
59,809,504
49,325,408
17,686,692
14,165,976
TOTAL CURRENT ASSETS
5,034,658,914
3,981,226,741
2,504,167,260
2,212,346,959
NON-CURRENT ASSETS
Investments accounted for under the equity method - subsidiary companies
11
-
-
1,753,193,399
1,617,953,647
Investments accounted for under the equity method - associated companies
12
32,752,334
31,635,811
26,660,383
27,838,911
Investments in other companies
13
255,497,483
254,325,501
242,774,034
242,774,034
Property, plant and equipment - net
14
1,799,334,270
1,472,326,108
735,842,871
756,511,104
2,029,380,295
2,001,643,621
2,029,380,295
1,315,714,777
15
35,515,984
15,166,342
-
-
Other non-current assets
43,379,334
62,712,643
19,077,391
18,720,424
TOTAL NON-CURRENT ASSETS
4,195,859,700
3,837,810,026
4,806,928,373
3,979,512,897
9,230,518,614
7,819,036,767
7,311,095,633
6,191,859,856
Land held for future development Land use rights
TOTAL ASSETS
The accompanying notes are an integral part of the financial statements.
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AMATA Corporation Public Company Limited
Annual Report 2006 41
Balance Sheets (Continued) AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AS AT 31 DECEMBER 2006 AND 2005
(Unit : Baht)
Consolidated
Note
The Company only
2006
2005
2006
2005
(Restated)
(Restated)
16
280,044,414
339,310,133
266,408,186
303,912,950
Trade accounts payable
232,314,535
42,994,975
75,841,298
14,794,923
Other accounts payable - related party
8
-
-
1,801,470
1,108,030
Unearned revenues from real estate sales
9
50,714,226
333,909,556
51,751,233
323,967,427
Current portion of long-term loans
17
860,604,111
490,334,666
655,361,111
236,666,666
Deposit from real estate sales agent
18
88,212,780
-
-
-
Deposit received from customers
86,750,644
204,838,000
-
54,604,212
Accrued expenses
122,863,848
125,041,193
68,400,503
45,334,339
Corporate income tax payable
155,346,839
179,826,001
45,090,296
73,396,841
Retention
19,936,758
40,412,284
10,531,966
21,423,989
Other current liabilities
208,683,869
135,719,844
32,663,616
39,747,789
TOTAL CURRENT LIABILITIES
2,105,472,024
1,892,386,652
1,207,849,679
1,114,957,166
NON-CURRENT LIABILITIES
2,728,465,333
1,638,508,334
2,319,083,333
1,363,333,334
LIABILITIES AND SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY
CURRENT LIABILITIES
Bank overdrafts and short-term loans from financial institutions
Long-term loans, net of current portion
17
Land rental received in advance
4,054,167
10,435,886
4,054,167
6,969,219
8
43,650,000
45,255,890
43,650,000
45,255,890
Hire purchase payable
5,001,468
7,614,916
5,001,468
7,614,916
Other non-current liabilities
36,995,007
14,130,406
7,748,086
6,595,886
TOTAL NON-CURRENT LIABILITIES
2,818,165,975
1,715,945,432
2,379,537,054
1,429,769,245
TOTAL LIABILITIES
4,923,637,999
3,608,332,084
3,587,386,733
2,544,726,411
Land rental received in advance - related parties
The accompanying notes are an integral part of the financial statements.
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42 Annual Report 2006
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AMATA Corporation Public Company Limited
Balance Sheets (Continued)
AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AS AT 31 DECEMBER 2006 AND 2005
(Unit : Baht)
Note
Consolidated
The Company only
2006
2005
2006
2005
(Restated)
(Restated)
SHAREHOLDERS’ EQUITY
Share capital
Registered
1,067,000,000 ordinary shares of Baht 1 each
1,067,000,000
1,067,000,000
1,067,000,000
1,067,000,000
Issued and fully paid up 1,067,000,000 ordinary shares of Baht 1 each
1,067,000,000
1,067,000,000
1,067,000,000
1,067,000,000
Share premium
173,600,000
173,600,000
173,600,000
173,600,000
Translation adjustment
92,870,379
163,966,597
92,870,379
163,966,597
Retained earnings
106,700,000
106,700,000
106,700,000
106,700,000
Appropriated - statutory reserve
19
Unappropriated
2,283,538,521
2,135,866,848
2,283,538,521
2,135,866,848
EQUITY ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS
3,723,708,900
3,647,133,445
3,723,708,900
3,647,133,445
MINORITY INTEREST
583,171,715
563,571,238
-
-
TOTAL SHAREHOLDERS’ EQUITY
4,306,880,615
4,210,704,683
3,723,708,900
3,647,133,445
9,230,518,614
7,819,036,767
7,311,095,633
6,191,859,856
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
The accompanying notes are an integral part of the financial statements.
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AMATA Corporation Public Company Limited
Annual Report 2006 43
Statements of Income AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005
(Unit : Baht)
Note
Consolidated
The Company only
2006
2005
2006
2005
(Restated)
(Restated)
REVENUES
2,557,562,371
3,718,871,533
1,792,708,272
2,038,742,277
Revenues from utility services
602,818,980
503,637,940
42,987,432
23,312,773
185,424,314
121,621,372
32,725,728
26,054,045
Other income
76,091,332
99,756,879
31,995,704
55,073,966
Share of income from investments accounted for under equity method
-
-
307,524,959
524,485,171
TOTAL REVENUES
3,421,896,997
4,443,887,724
2,207,942,095
2,667,668,232
EXPENSES
1,001,404,273
1,798,131,711
713,772,804
995,771,970
Cost of utility services
447,238,768
370,577,230
33,425,941
22,686,758
Cost of rental
94,748,840
84,760,236
15,113,680
15,720,033
Selling and administrative expenses
566,584,184
579,716,018
419,313,401
365,882,487
Share of loss from investments accounted for under equity method
883,477
9,186,534
1,178,528
9,411,089
TOTAL EXPENSES
2,110,859,542
2,842,371,729
1,182,804,354
1,409,472,337
INCOME BEFORE INTEREST EXPENSES AND CORPORATE INCOME TAX
1,311,037,455
1,601,515,995
1,025,137,741
1,258,195,895
INTEREST EXPENSES
(201,895,980)
(98,148,445)
(160,950,129)
(61,749,863)
21
(210,323,329)
(300,841,224)
(83,317,484)
(138,865,464)
898,818,146
1,202,526,326
780,870,128
1,057,580,568
(117,948,018)
(144,945,758)
-
-
Revenues from real estate sales
Revenues from rental
Cost of real estate sales
CORPORATE INCOME TAX INCOME BEFORE MINORITY INTEREST
NET INCOME ATTRIBUTABLE TO MINORITY INTEREST NET INCOME FOR THE YEAR
780,870,128
1,057,580,568
780,870,128
1,057,580,568
23
0.73
0.99
0.73
0.99
BASIC EARNINGS PER SHARE
Net income
The accompanying notes are an integral part of the financial statements.
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44 Annual Report 2006
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AMATA Corporation Public Company Limited
Statements of Changes in Shareholdersâ&#x20AC;&#x2122; Equity
AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005
(Unit : Baht)
Consolidated
Issued and fully paid up share capital
Balance as at 1 January 2005 Translation adjustment Decrease in minority shareholderâ&#x20AC;&#x2122;s interest
Share premium
Retained earnings Appropriated Minority Translation - statutory interest of adjustment reserve Unappropriated subsidiaries
Total
1,067,000,000 173,600,000
130,646,133
106,700,000
1,718,486,280
433,828,428 3,630,260,841
-
-
33,320,464
-
-
17,092,977
50,413,441
(32,295,925)
(32,295,925)
-
-
-
-
-
Net income for the year - Restated (Note 4)
-
-
-
-
1,057,580,568
144,945,758 1,202,526,326
Dividend paid (Note 26)
-
-
-
-
(640,200,000)
- (640,200,000)
1,067,000,000 173,600,000
163,966,597
106,700,000
2,135,866,848
563,571,238 4,210,704,683
Translation adjustment
-
-
(71,096,218)
-
-
(43,893,316) (114,989,534)
Decrease in minority interest due to dividend payment by subsidiary
-
-
-
-
-
(81,214,225)
(81,214,225)
Net income for the year
-
-
-
-
780,870,128
117,948,018
898,818,146
-
-
-
-
(633,198,455)
-
-
-
-
-
Balance as at 31 December 2006 1,067,000,000 173,600,000
92,870,379
106,700,000
2,283,538,521
Balance as at 31 December 2005 as restated
Dividend paid (Note 26) Addition investment in subsidiaries
- (633,198,455) 26,760,000
26,760,000
583,171,715 4,306,880,615
The accompanying notes are an integral part of the financial statements.
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AMATA Corporation Public Company Limited
Annual Report 2006 45
Statements of Changes in Shareholdersâ&#x20AC;&#x2122; Equity (Continued) AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005
(Unit : Baht) The Company only
Retained earnings Issued and fully paid up share capital
Appropriated - statutory reserve Unappropriated
Share premium
Translation adjustment
Balance as at 1 January 2005 1,067,000,000 173,600,000
130,646,133
106,700,000
Total
1,718,486,280 3,196,432,413
Translation adjustment
-
-
33,320,464
-
Net income for the year Restated (Note 4)
-
-
-
-
1,057,580,568 1,057,580,568
Dividend paid (Note 26)
-
-
-
-
(640,200,000) (640,200,000)
1,067,000,000 173,600,000
163,966,597
106,700,000
2,135,866,848 3,647,133,445
Translation adjustment
-
-
(71,096,218)
-
-
(71,096,218)
Net income for the year
-
-
-
-
780,870,128
780,870,128
Dividend paid (Note 26)
-
-
-
-
(633,198,455) (633,198,455)
Balance as at 31 December 2006 1,067,000,000 173,600,000
92,870,379
106,700,000
2,283,538,521 3,723,708,900
Balance as at 31 December 2005 as restated
The accompanying notes are an integral part of the financial statements.
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46 Annual Report 2006
-
33,320,464
-
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AMATA Corporation Public Company Limited
Statements of Cash Flows
AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005
(Unit : Baht)
Consolidated
The Company only
2006
2005
2006
2005
(Restated)
(Restated)
780,870,128
1,057,580,568
780,870,128
1,057,580,568
Cash flows from operating activities Net income for the year Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation Amortisation of deferred expenses Doubtful accounts
117,007,231
81,684,061
32,222,053
27,583,092
29,168,343
15,981,045
17,249,621
184,480
1,374,126
10,950,592
-
2,515,150
-
726,000
-
726,000
(7,987,610)
(1,658,224)
(4,520,943)
(1,524,890)
883,477
9,186,534
(306,346,431)
(515,074,082)
(1,377,731)
(3,615,885)
(615,554)
(1,015,691)
Loss from impairment of asset Amortisation of land rental received in advance
Share of loss (income) from investments accounted for under equity method Gain from sale property, plant and equipment Loss from disposal of investments
-
-
2,526,727
-
Loss from exchange of assets
-
1,887,331
-
-
Unrealised gain on exchange
(6,352,738)
-
-
-
Reversal of liabities as revenues
-
(970,950)
-
(970,950)
Recognised the goodwill
-
-
-
(7,570,365)
117,948,018
144,945,758
-
-
1,031,533,244
1,316,696,830
521,385,601
562,433,312
(35,059,461)
69,112,382
-
58,815,615
-
-
(240,358)
-
Net income attributable to minority interest Income from operating activities before changes in operating assets and liabilities Decrease (increase) in operating assets Trade accounts receivable
Other accounts receivable - related party Unbilled receivables Real estate development cost Deposit for land purchases Other current assets Other non-current assets
56,144,648
(381,929,835)
(42,807,672)
(129,392,686)
(289,476,613)
521,229,451
(483,192,464)
33,956,013
19,834,593
(112,912,558)
896,760
(93,974,725)
(39,652,439)
11,557,750
(20,770,337)
14,565,084
(1,016,334)
1,750,357
(356,967)
(1,866,347)
189,319,560
(42,960,070)
61,046,375
(26,410,580)
Increase (decrease) in operating liabilities Trade accounts payable Other accounts payable - related party Unearned revenues from real estate sales Deposit from real estate sales agent
-
-
693,440
-
(283,195,330)
110,361,021
(272,216,195)
148,227,202
94,565,518
-
-
-
-
(65,000,000)
-
(65,000,000)
(118,087,355)
50,490,259
(54,604,212)
48,585,648
Accounts payable for purchase Deposit received from customers Accrued expenses
(2,177,345)
49,975,631
23,066,164
21,629,888
Corporate income tax payable
(24,479,162)
123,855,581
(28,306,545)
30,366,598
Retention
(20,475,526)
(2,411,605)
(10,892,023)
(3,945,531)
-
42,791,753
-
42,791,754
72,586,917
63,594,312
(7,084,173)
740,838
20,628,262
6,346,720
(1,461,247)
(650,542)
670,993,177
1,762,547,979
(314,843,853)
640,871,541
Land rental received in advance - related parties Other current liabilities Other non-current liabilities
Net cash flows from (used in) operating activities
The accompanying notes are an integral part of the financial statements.
AMATA Corporation Public Company Limited
Annual Report 2006 47
Statements of Cash Flows (Continued) AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005
(Unit : Baht) Consolidated
The Company only
2006
2005
2006
2005
(Restated)
(Restated)
Increase in investments in subsidiary companies
-
-
(37,240,000)
(86,684,800)
Increase in investments in associated companies
-
(37,250,000)
-
(37,250,000)
Decrease in investments in other companies
-
150,855
-
-
Proceeds from investment capital returned by a subsidiary under dissolution
-
-
9,333,167
-
Dividend received from subsidiary company
-
-
126,569,095
93,815,181
(531,357,092)
(308,784,926)
(38,257,551)
(76,467,414)
Proceeds from disposal of property, plant and equipment
14,081,820
38,404,607
764,665
22,960,082
Purchases of land held for future development
(917,660,965)
(587,567,198)
(713,665,518)
(350,006,328)
Dividend paid to minority shareholderâ&#x20AC;&#x2122;s interest of subsidiary company
(81,214,225)
-
-
-
-
(15,202,948)
-
-
(1,516,150,462)
(910,249,610)
(652,496,142)
(433,633,279)
(59,265,719)
(202,868,718)
(37,504,764)
(199,867,042)
Cash received from long-term loans
2,110,000,000
1,050,000,000
1,650,000,000
1,000,000,000
Repayment of long-term loans
(649,773,556)
(569,293,000)
(275,555,556)
(100,000,000)
26,760,000
-
-
-
(69,010,633)
(23,588,174)
-
-
(633,198,455)
(640,200,000)
(633,198,455)
(640,200,000)
Net cash flows from (used in) financing activities
725,511,637
(385,949,892)
703,741,225
59,932,958
Net increase (decrease) in cash and cash equivalents
(119,645,648)
466,348,477
(263,598,770)
267,171,220
Cash and cash equivalents at beginning of year
701,857,190
235,508,713
310,313,359
43,142,139
Cash and cash equivalents at end of year
582,211,542
701,857,190
46,714,589
310,313,359
Supplemental cash flows information :-
Cash paid during the year for :-
Interest expenses
197,954,138
96,024,186
157,400,437
60,245,677
Corporate income tax
256,047,462
178,855,999
133,187,825
108,671,368
2,000,000
-
-
-
Cash flows from investing activities
Acquisitions of property, plant and equipment
Increase in minority shareholdersâ&#x20AC;&#x2122; interest Net cash flows used in investing activities Cash flows from financing activities Decrease in bank overdrafts and short-term loans from financial institutions
Increase in capital received from minority shareholders Translation adjustment Dividend paid
Investment in associated company by transfer of land
The accompanying notes are an integral part of the financial statements.
48 Annual Report 2006
AMATA Corporation Public Company Limited
Notes to Consolidated Financial Statements
AMATA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED 31 DECEMBER 2006 AND 2005
1. GENERAL INFORMATION Amata Corporation Public Company Limited (“The Company”) is a public company incorporated and domiciled in Thailand. The Company is principally engaged in industrial estate development. Its registered office is at 2126, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok.
2. BASIS OF PREPARATION The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Profession Act B.E. 2547. The presentation of the financial statements has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 14 September 2001, issued under the Accounting Act B.E. 2543. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies.
3. BASIS OF CONSOLIDATION 3.1
The consolidated financial statements include the financial statements of the Company and the following subsidiary companies:
Company’s name
Nature of business
Percentage of shareholding
2006 2005 Amata (Vietnam) Co., Ltd. Industrial estate development 60.78% 60.78% - 70.59% Amata Dung Quat Co., Ltd. Industrial estate development Amata City Co., Ltd. Industrial estate development 83.67% 83.67% Amata Water Co., Ltd. Production, distribution and 100.00% 100.00% treatment of water for using in industry Amata Facility Service Utilities management service 91.00% 91.00% Co., Ltd. 49.00% 49.00% Amata Summit Ready Factory construction for rent Built Co., Ltd.
Revenues as a Assets as a percentage to the percentage of the consolidated total consolidated revenues for the Country of total assets as at year ended 31 incorporation 31 December December 2006 2005 2006 2005 Percent Percent Percent Percent Vietnam 10.21 11.90 19.21 12.59 Vietnam - 0.11 - - Thailand 16.80 18.55 10.64 29.99 Thailand 3.85 3.89 11.87 7.61
Thailand
0.55
0.37
3.20
2.29
Thailand
3.38
1.12
0.59
0.06
3.2
The financial statements of the subsidiary companies incorporated in overseas are translated to Thai Baht at the closing exchange rate as to assets and liabilities, and at the average exchange rate as to revenues and expenses. The resultant difference has been shown under the caption of “Translation adjustments” in the shareholders’ equity.
3.3
Material balances and transactions between the Company and its subsidiary companies have been eliminated from the consolidated financial statements.
3.3
Investments in the subsidiary companies as recorded in the Company’s books of account are eliminated against the equity of the subsidiary companies.
4. PRIOR YEARS’ ADJUSTMENT During 2006, the overseas subsidiary discovered that its income tax provision for 2005 had been under-accrued by Baht 37 million. The subsidiary has therefore restated its 2005 financial statements, resulting in a decrease in the previously reported net consolidated income by the same amount.
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AMATA Corporation Public Company Limited
Annual Report 2006 49
5. CHANGE IN ACCOUNTING POLICY/ADOPTION OF NEW ACCOUNTING STAMDARDS In October 2006, the Federation of Accounting Professions issued Notification No. 26/2006 regarding Accounting Standard No. 44 “Consolidated Financial Statements and Accounting for Investments in Subsidiaries” (Amendment No. 1), under which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate financial statements under the cost method rather than the equity method. Entities which are not ready to adopt the cost method in 2006 can continue to use the equity method through the end of 2006 and adopt the cost method as from 1 January 2007. In this regard, the Company has elected to adopt the change in 2007. Adoption of the change in 2007 will necessitate the restatement of the Company’s 2006 separate financial statements to be presented for comparative purposes along with the financial statements for 2007. The restatement will have the effect of decreasing net income in the separate income statement for 2006 by approximately Baht 180 million (Baht 0.17 per share) and decreasing net worth in the balance sheet at 31 December 2006 by approximately Baht 956 million.
6. SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies adopted by the Company and its subsidiaries are summarized below:- 6.1
Revenue recognition a) Revenue from sales of real estate The Company and its local subsidiaries recognize revenue from sales of real estate on the percentage of completion method. The completion percentage is determined by their engineers. Recognition begins when the conditions stipulated in the relevant accounting standard are met, such as when a contract to sell land has been executed and at least 20% of the contract price has been received from the customer.
Amata Vietnam Company Limited, which develops the land leased from the Vietnamese government and leases it out to customers on a finance-lease basis, recognises the lease revenues as sales on the installment due method. Recognition begins when the conditions stipulated in the relevant accounting standard are met. During 2006, that company’s revenue from such sales amounted to Baht 488 million (2005: 397 million).
b) Sales of water Sales of tap water and raw water, which are included in revenues from utility services, are recognized when water is delivered to the customer. Sales are the invoiced value, excluding valued added tax, of water supplied after deducting discounts and allowances. c) Revenue from service Revenues from services, which include waste water treatment and management of common areas of the industrial estates, are recognised when services have been rendered, taking into account stage of completion. d) Rental income Rental income which consists of land rental, rental of office building and factory building is recognised on a time proportion basis. 6.2
Cost of real estate sale / and cost of sales In determining the costs of sales of land, anticipated total development costs (after recognising the costs incurred to date) are attributed to units already sold on the basis of the salable area and then recognised as costs in the income statement on a completion basis.
Costs of construction incurred but not yet recognized as cost of sales in the income statements are presented as “Real estate development cost” in the balance sheet.
6.3
Selling expenses Selling exspenses directly associated with projects, such as specific business tax and transfer fees are charged to income statements in proportion to the percentage of total revenue recognised.
6.4
Cash and cash equivalents Cash and cash equivalents consist of cash in hand and cash at bank, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.
6.5
Trade accounts receivable Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experiences and analysis of debtor aging.
6.6
Investments Investments in subsidiary and associated companies are accounted for under the equity method.
Investments in non-marketable equity securities, which the Company classifies as other investments, are stated at cost net of allowance for loss on diminution in value (if any).
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AMATA Corporation Public Company Limited
6.7
Property, plant and equipment/depreciation Land is stated at cost. Plant and equipment are stated at cost less accumulated depreciation. Depreciation of plant and equipment is calculated by reference to their costs on a straight-line basis over the estimated useful lives, which are as follows:
Land improvements Buildings Power sub-station Fixtures and equipment Utilities systems Motor vehicles Other assets
No depreciation is provided for land and assets under construction.
6.8
Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company, whether directly or indirectly, or which are under common control with the Company.
They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors and officers with authority in the planning and direction of the Companyâ&#x20AC;&#x2122;s operations.
6.9
Foreign currencies Foreign currency transactions are translated into Baht at the exchange rates ruling on the transaction dates. Assets and liabilities denominated in foreign currencies outstanding at the balance sheet date are translated into Baht at the exchange rates ruling on the balance sheet date.
Gains and losses on exchange are included in determining income.
5, 20 5, 20, 50 50 4, 5 5 4, 5 3 - 20
years years years years years years years
6.10 Impairment of assets The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, the Company makes an estimate of the assetâ&#x20AC;&#x2122;s recoverable amount. Where the carrying amount of the asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the income statement. An assetâ&#x20AC;&#x2122;s recoverable amount is the higher of fair value less costs to sell and value in use. 6.11 Employee benefits Salaries, wages, bonuses and contributions to the social security fund and provident fund are recognised as expenses when incurred. 6.12 Income tax Income tax is provided for in the accounts based on the taxable profits determined in accordance with tax legislation. 6.13 Use of accounting estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions in certain circumstances, affecting amounts reported in these financial statements and related notes. Actual results could differ from these estimates.
7. TRADE ACCOUNTS RECEIVABLE The outstanding balances of trade accounts receivable as at 31 December 2006 and 2005 are aged, based on due date, as follows:
(Unit : Baht)
Consolidated
2006
Trade accounts receivable - Industrial estate development Not yet due Overdue
- Less than 3 months
- 3 - 9 months
- 9 - 12 months
- Over 12 months Total
The Company only
2005
2006
2005
7,414,508
6,879,762
-
-
37,069,942
11,230,183
-
-
1,408,932
113,131
-
-
127,409
38,778
-
-
7,471
701,787
-
-
46,028,262
18,963,641
-
-
AMATA Corporation Public Company Limited
Annual Report 2006 51
(Unit : Baht)
Consolidated
2006
2005
2006
2005
47,785,480
40,048,594
-
-
1,852,391
2,552,418
-
-
Trade accounts receivable - Utility services Not yet due
The Company only
Overdue
- Less than 3 months
- 3 - 9 months
495,065
255,736
-
-
- 9 - 12 months
98,490
212,427
-
-
- Over 12 months
806,989
174,101
-
-
Total
51,038,415
43,243,276
-
-
Less : Allowance for doubtful accounts
(1,248,525)
(74,101)
-
-
Net
49,789,890
43,169,175
-
-
Total trade accounts receivable - net
95,818,152
62,132,816
-
-
8. RELATED PARTY TRANSACTIONS During the years, the Company had significant business transactions with its subsidiaries, associated companies and other related companies. These transactions arose in the ordinary course of business and were based on commercial terms and conditions agreed upon between the Company and those companies. Below is a summary of those transactions. (Unit : Million Baht)
Transfer Pricing Policy
For the years ended 31 December Consolidated The Company only
2006
2005
2006
2005
Transactions with subsidiary companies
(Eliminated in consolidated financial statements)
Management income
Contract price
-
-
6.0
6.0
Contract price
-
-
0.2
0.2
Contract price
-
-
12.7
12.8
Market price
-
-
2.0
1.0
Amata City Co., Ltd.
Amata Summit Ready Built Co., Ltd
Revenue from rental assets and utility services
Amata Water Co., Ltd.
Other affiliated companies
Revenue from sale of real estate Amata Water Co., Ltd.
Market price
-
-
-
32.3
Amata Summit Ready Built Co., Ltd.
Market price
-
-
28.9
59.6
Market price
-
-
6.5
5.2
Transactions with associated companies
Revenue from land rental and utility services
Contract price
1.4
1.1
1.4
1.1
Transactions with related companies
Revenue from land rental and utility services
Contract price
1.1
1.2
1.1
1.2
Kromadit Corp. Co., Ltd
Market price
37.6
0.5
2.4
-
Mr. Vitoon Kromadit
Market price
2.7
0.6
2.7
0.6
Utility system maintenance expenses
Amata Facility Service Co., Ltd.
Via Logistics Co., Ltd.
Amata Natural Gas Distribution Co., Ltd. Revenue from sale of real estate
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AMATA Corporation Public Company Limited
The balances of the accounts as at 31 December 2006 and 2005 between the Company and those related companies are as follows:
Consolidated
(Unit : Baht) The Company only
2006
2005
2006
2005
Transactions with subsidiary companies
(Eliminated in consolidated financial statements)
Other accounts receivable
Amata Water Co., Ltd.
-
-
1,036,158
1,000,000
Amata Summit Ready Built Co., Ltd.
-
-
204,200
-
-
-
1,240,358
1,000,000
Other accounts payable
Amata Facility Service Co., Ltd.
-
-
1,801,470
1,108,030
-
-
1,801,470
1,108,030
Transactions with associated and related companies
Land rental received in advance
Via Logistics Co., Ltd.
33,650,000
34,855,890
33,650,000
34,855,890
Amata Natural Gas Distribution Co., Ltd.
10,000,000
10,400,000
10,000,000
10,000,000
43,650,000
45,255,890
43,650,000
45,255,890
The Company has outstanding guarantee obligations with its related parties, as described in Note 17 to the financial statements.
9. UNBILLED RECEIVABLES / UNEARNED REVENUES FROM REAL ESTATE SALES The balances of unbilled receivable and unearned revenue from real estate sales as at 31 December 2006 and 2005 are as follows: (Unit : Baht)
Consolidated
2006
The Company only
2005
Work already recognised as income from beginning of 21,791,992,182 19,950,432,981 project up to present Less : Installment sales due
2006
2005
17,841,759,227 16,327,419,940
(21,306,690,702) (19,692,182,183) (17,597,888,030) (16,398,572,609)
Unbilled receivables and unearned revenues from real estate sales - net The outstanding balance consists of
485,301,480
258,250,798
243,871,197
(71,152,669)
- Unbilled receivables
536,015,706
592,160,354
295,622,430
252,814,758
- Unearned revenues from real estate sales
(50,714,226)
(333,909,556)
(51,751,233)
(323,967,427)
485,301,480
253,250,798
243,871,197
(71,152,669)
Total
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AMATA Corporation Public Company Limited
Annual Report 2006 53
10. REAL ESTATE DEVELOPMENT COSTS The balance of real estate development costs as at 31 December 2006 and 2005 is as follows: (Unit : Baht)
Consolidated
2006
The Company only
2005
2006
2005
(Reclassified)
(Reclassified)
Land
8,315,821,878
6,843,845,532
6,473,345,857
5,765,592,228
Land development cost
6,944,085,675
6,404,736,943
4,805,981,262
4,300,980,408
Fee to The Industrial Estate Authority of Thailand
488,305,357
473,781,201
390,692,817
379,927,411
Financial cost
418,727,923
418,727,923
297,690,594
297,690,594
97,756,006
87,132,780
65,987,276
65,987,276
16,264,696,839
14,228,224,379
12,033,697,806
10,810,177,917
Land related expenses Total
Less - Accumulated amount already transferred to cost from the beginning of project up to present (12,499,657,546) (11,668,072,716) (9,886,559,332) (9,172,786,528)
- Land donated and transferred to asset
- Land transferred to The Industrial Estate Authority of Thailand as settlement under debt restructuring Real estate development costs - net
(92,811,762)
(92,811,762)
(92,811,762)
(92,811,762)
(69,487,396)
(69,487,396)
(69,487,396)
(69,487,396)
3,602,740,135
2,397,852,505
1,984,839,316
1,475,092,231
Included in the balance as at 31 December 2006 is a part of the real estate development costs of Amata City Co., Ltd. amounting to Baht 120.81 million (31 December 2005: Baht 101.04 million), of which ownership has yet to be transferred from the seller to the Company. Amata City Co., Ltd. has mortgaged its project land with an approximate value of Baht 445.66 million (31 December 2005 : Baht 261.75 million) to secure long-term loans as described in the Note 17.
11. INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD â&#x20AC;&#x201C; SUBSIDIARY COMPANIES
These represent investments in ordinary shares in the following subsidiary companies. (Unit : Baht)
Company Name
The Company only
Investment
Paid up capital 2006
Amata (Vietnam) Co., Ltd.
2005
2005
2006
2005
2006
2005
(Thousand (Thousand Baht) Baht) Percent Percent
60.78 257,862,476 257,862,476
491,620,239
540,627,629 126,569,095
98,815,181
17,000
- 414 (Thousand USD)
Amata City Co., Ltd.
450,000
450,000
60.78
-
70.59
-
18,349,395
-
11,859,894
-
-
83.67 371,385,417 371,385,417 1,019,563,644
919,843,721
-
-
83.67
Amata Water Co., Ltd.
80,000
Amata Facility Service Co., Ltd.
15,000
1,000
91.00
150,000
100,000
49.00
Amata Summit Ready Built Co., Ltd
Dividend
2006
17,000
2006
Carrying amounts based an equity method
Cost
2005
(Thousand USD)
Amata Dung Quat Co., Ltd.
Shareholding percentage
80,000 100.00 100.00
79,999,400
79,999,400
167,237,694
106,161,271
-
-
91.00
13,650,000
910,000
22,340,693
8,173,836
-
-
49.00
73,500,000
49,000,000
52,431,129
31,287,296
-
-
796,397,293 777,506,688 1,753,193,399 1,617,953,647 126,569,095
98,815,181
During the year, Amata Dung Quat Co., Ltd. ceased its operations and returned cash amounting to Baht 9 million to the Company. The subsidiary is in the process of dissolution.
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AMATA Corporation Public Company Limited
12. INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD - ASSOCIATED COMPANIES These represent investments in ordinary shares in the following associated companies: Company Name (Nature of business)
Shareholdings percentage 2006 2005 (Thousand (Thousand Percent Percent
Via Logistics Co., Ltd. (Logistic services) Amata Health service Co., Ltd. (Medical services)
(Unit : Baht) Consolidated
Paid up capital 2006 2005
Amata Development Co., Ltd. (Rental condominium unit)
Cost 2006
2005
196,000
196,000
The Company Only
Carrying amounts based on equity method 2006 2005 2006 2005
Baht)
Baht)
68,000
68,000
43.49
43.49
120,000 120,000
30.00
30.00 36,000,000 36,000,000 26,660,383 26,830,814 26,660,383 26,830,814
-
-
-
-
5,000
5,000
25.00
25.00 1,250,000 1,250,000
- 1,008,097
- 1,008,097
Amata Mansion Service Co., Ltd. (Management condominium)
10,000
10,000
12.65
12.65
-
-
-
-
Amata Condotown Rayong Co., Ltd. (Rental condominium unit)
30,000
20,000
16.73
16.73 6,000,000 4,000,000 6,091,951 3,796,900
-
-
Total
-
-
43,446,000 41,446,000 32,752,334 31,635,811 26,660,383 27,838,911
13. INVESTMENTS IN OTHER COMPANIES (Unit : Baht) Company Name Shareholdings Investment (Nature of business) Paid up capital percentage Consolidated The Investment only Dividend
2006
2005
2006
2005
2006
2005
2006
2005
2006
2005
(Thousand (Thousand Percent Percent Baht) Baht)
Amata Power Co., Ltd. (Produce and distribution for electricity) Amata Natural Gas Distribution Co., Ltd (Produce and distribution the natural gas) Amata Power (Bien Hoa) Ltd. (Power station in Vietnam)
Total
13.77
13.77 226,774,034
160,000 160,000
10.00
10.00
16,000,000
16,000,000
443
10.00
10.00
19,363,928
18,191,946
(Thousand USD)
262,137,962
443
Less : allowance for diminution in investment
1,700,000 1,700,000
(6,640,479)
255,497,483
226,774,034 226,774,034 226,774,034 12,000,000 27,541,174
16,000,000 16,000,000 -
-
5,723,743
-
-
-
260,965,980 242,774,034 242,774,034 17,723,743 27,541,174 (6,640,479)
-
-
-
-
254,325,501 242,774,034 242,774,034 17,723,743 27,541,174
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AMATA Corporation Public Company Limited
Annual Report 2006 55
56 Annual Report 2006
AMATA Corporation Public Company Limited
-
Disposals
-
-
Translation adjustment
31 December 2006
Net book value
2005
2006
Depreciation for the year
643,588,684
-
Depreciation on disposals
31 December 2006
-
Depreciation for the year
574,332,763
-
31 December 2005
31 December 2005
643,588,684
-
Accumulated depreciation
31 December 2006
Translation adjustment
Transferred in/(Transferred out) (30,721,860)
99,977,781
574,332,763
Land
Additions
31 December 2005
Cost
Buildings
85,956,609
(4,303,642)
(1,921,381)
42,980,716
77,753,370
7,049,964 645,140,028
694,051 426,017,026
1,081,008 114,509,063
-
-
980,837
100,171
8,130,972 759,649,091
- (27,457,280)
4,167,239
- (13,997,645)
3,169,511 211,377,011
794,222 503,770,396
Land improvement
14. PROPERTY, PLANT AND EQUIPMENT
117,398,313
127,863,181
29,704,698
(4,109,320)
-
6,722,558
27,091,460
147,103,011
(18,805,865)
10,954,235
-
-
154,954,641
62,468,771
68,098,033
83,056,475
(2,800,055)
(12,363,940)
21,859,676
76,360,794
145,525,246
(5,268,170)
2,723,336
(12,857,384)
16,468,637
144,458,827
Power Furniture and Sub-station equipment
192,929,987
141,283,132
59,320,446
(1,205,685)
-
33,278,599
27,247,532
252,250,433
(3,005,189)
81,457,499
-
5,267,459
168,530,664
Utility system
Consolidated
17,802,487
28,568,414
39,010,819
-
(5,282,423)
10,673,882
33,619,360
56,813,306
-
-
(5,374,468)
-
62,187,774
Vehicles
2,500,488
1,701,969
14,514,516
-
-
510,963
14,003,553
17,015,004
-
-
(42,337)
1,351,819
15,705,522
Other assets
110,455,548
103,767,539
-
-
-
-
-
110,455,548
(5,033,081)
(182,023,784)
-
193,744,874
103,767,539
Construction in progress
117,007,231
81,684,061
1,799,334,270
1,472,326,108
341,197,025
(12,418,702)
(19,567,744)
117,007,231
256,176,240
2,140,531,295
(59,569,585)
(27,486,726)
(32,271,834)
531,357,092
1,728,502,348
Total
(Unit : Baht)
AMATA Corporation Public Company Limited
Annual Report 2006 57
4,167,239
517,392,420
31 December 2006
3,333,791
517,392,420
31 December 2006
2006
-
548,114,280
31 December 2005
Net book value
2005
833,448
-
31 December 2006
-
-
Depreciation on disposals
833,448
-
Depreciation for the year
Depreciation for the years
-
-
31 December 2005
Accumulated depreciation
4,167,239
(30,721,860)
-
Transferred in / (Transferred out)
-
Disposals
-
548,114,280 -
Land Land improvement
-
Additions
31 December 2005
Cost
107,906,778
107,194,203
30,836,765
-
6,793,946
33,248,445
38,695,032
44,572,625
(7,211,156)
12,382,947
39,400,834
24,042,819
77,821,070
-
(7,311,854)
7,037,058
78,095,866
138,743,543
-
-
7,506,521
131,237,022
Building
Furniture and equipment
47,488,339
12,150,980
6,673,580
-
3,635,835
3,037,745
54,161,919
34,287,809
-
4,685,385
15,188,725
Utility system
The Company Only
12,653,185
20,886,746
31,050,648
(3,975,598)
8,185,149
26,841,097
43,703,833
-
(4,024,010)
-
47,727,843
Vehicles
1,744,034
1,350,329
14,382,121
-
390,728
13,991,393
16,126,155
-
-
784,433
15,341,722
Other assets
Total
38,257,551
32,222,053
756,511,104
32,222,053
27,583,092
12,075,879 735,842,871
28,119,534
- 128,349,187
- (11,186,754)
-
- 107,313,888
12,075,879 864,192,058
(34,287,809) (26,554,621)
- (11,335,864)
18,244,154
28,119,534 863,824,992
Construction in progress
(Unit : Baht)
The subsidiaries have mortgaged land with structures thereon and machinery with a total net book value as at 31 December 2006 of Baht 393.14 million as collateral for long-term credit facilities granted by financial institutions.
15. LAND USE RIGHTS The balance represents Amata (Vietnam) Co., Ltd.â&#x20AC;&#x2122;s unamortized cost of rights to use land under the agreement entered into with the Vietnamese government. According to the agreement, the subsidiary company has been granted the right to use 100 hectares of land, valued at USD 5 million, for a period of 50 years for development of an industrial park. The company amortises the cost of these rights to cost of real estate development on the basis of the area leased to the customers. The costs of rights attributed to the area that has not been leased are amortised to expenses on a straight-line basis over the term of the rights.
16. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS
Consolidated
(Unit : Baht) The Company only
2006
2005
2006
2005
30,044,414
39,310,133
16,408,186
3,912,950
Short-term bank loans
250,000,000
300,000,000
250,000,000
300,000,000
Total
280,044,414
339,310,133
266,408,186
303,912,950
Bank overdrafts
The Company and its subsidiaries have bank overdraft facilities from a financial institution, carrying interest at the rate MOR-1 percent to MOR+0.5 percent per annum. The Company obtained the short-term bank loans of Baht 250 million from a financial institution through the issuance of shortterm promissory notes, carrying interest at the rate of 6.5 percent per annum. The loans are repayable in February 2007.
17. LONG-TERM LOANS These represent various long-term loans which the Company and its subsidiaries have obtained from banks. (Unit : Baht) Loan facility
Consolidated
The Company only
2006
2005
2006
2005
1. Baht
11 million loan
7,450,000
-
-
-
2. Baht
55 million loan
11,800,000
20,968,000
-
-
3. Baht 210 million loan
122,000,000
-
-
-
4. Baht 500 million loan
164,000,000
276,000,000
-
-
5. Baht 530 million loan
9,375,000
231,875,000
-
-
6. Baht 300 million loan
300,000,000
-
-
-
7. Baht 500 million loan
275,000,000
375,000,000
275,000,000
375,000,000
8. Baht 500 million loan
375,000,000
475,000,000
375,000,000
475,000,000
9. Baht 100 million loan
80,000,000
100,000,000
80,000,000
100,000,000
10. Baht 500 million loan
500,000,000
500,000,000
500,000,000
500,000,000
11. Baht 500 million loan
444,444,444
150,000,000
444,444,444
150,000,000
12. Baht 500 million loan
500,000,000
-
500,000,000
-
13. Baht 500 million loan
500,000,000
-
500,000,000
-
14. Baht 300 million loan
300,000,000
-
300,000,000
-
3,589,069,444
2,128,843,000
2,974,444,444
1,600,000,000
(860,604,111)
(490,334,666)
(655,361,111)
(236,666,666)
2,728,465,333
1,638,508,334
2,319,083,333
1,363,333,334
Total Less : Current portion of long -term loans Long-term loans -net
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AMATA Corporation Public Company Limited
Pertinent terms and conditions of the above loan facilities are summarised below:
17.1 A Baht 11 million loan facility has been obtained by Amata Facility Service Co., Ltd. from a local bank for use in the construction of its garbage warehouse. The loan carries interest at MLR less 0.5 percent per annum, payable every month end. The loan is repayable in 20 quarterly installments, with the last installment due in August 2011. The loan is unsecured. 17.2 A Baht 55 million loan facility has been obtained by Amata Water Co., Ltd. from a local bank for use as working capital. The loan carries interest at MLR less 1 percent per annum for the first 3 years and at MLR per annum thereafter. The loan principal and interest are to be repaid in monthly installments with the last installment due in October 2008
The loan is secured by the mortgage of the subsidiary’s land and buildings with a net value of approximately Baht 59.1 million and is guaranteed by the parent company.
17.3 A Baht 210 million loan facility has been obtained by Amata Summit Ready Built Co., Ltd. from a local bank for use in the purchase of land and construction thereon. The loan carries interest at MLR less 1.75 percent per annum for the first 3 years and then at MLR less 1.5 percent per annum, payable every month-end. The loan principal is to be paid in quarterly installments, with the last installment due in March 2014.
The loan is secured by the mortgage of the subsidiary’s land and buildings having a net value of to Baht 333.99 million.
17.4 A Baht 500 million loan facility has been obtained by Amata City Co., Ltd. from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1.25 percent per annum for the first 2 years and then MLR less 1 percent per annum. Interest is payable every month-end and principal is to be paid in quarterly installments, with the last installment due in April 2008. The loan is guaranteed by the parent company. 17.5 A Baht 530 million loan facility has been obtained by Amata City Co., Ltd. from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1 percent per annum, payable every month-end. The loan principal is repayable in 16 quarterly installments, with the last installment due in December 2008.
The loan is secured by the mortgage of the subsidiary’s project land having a net book value of Baht 445.66 million. Under the loan agreement, the subsidiary agreed not to mortgage or otherwise encumber the land with any other parties throughout the loan period.
17.6 A Baht 300 million loan facility has been obtained by Amata City Co., Ltd. from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1 percent per annum, payable every month-end. The loan principal is repayable in 12 quarterly installments, with the last installment due in September 2010.
The loan is secured by the mortgage of the subsidiary’s project land having a net value of Baht 445.66 million. Under the loan agreement, that subsidiary agreed not to mortgage or otherwise encumber the land with any other parties throughout the loan period.
17.7 A Baht 500 million loan facility has been obtained by the Company from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1.25 percent per annum, payable is every month-end. The loan principal is to be repaid in 18 quarterly installments, with the last installment due in August 2009.
Under the loan agreement, the Company agreed not to mortgage or otherwise encumber the project land with any other parties throughout the loan period.
17.8 A Baht 500 million loan facility has been obtained by the Company from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1.50 percent per annum, payable every month-end. The loan principal is to be repaid in 20 quarterly installments, with the last installment due in September 2010.
Under the loan agreement, the Company agreed not to mortgage or otherwise encumber the project land with any other parties throughout the loan period.
17.9 A Baht 100 million loan facility obtained by the Company from a local bank for use in the purchase of land and as working capital. The loan carries interest at the one-year time deposit interest rate plus 2.75 percent per annum, payable every month-end. The loan principal is to be repaid in 20 quarterly installments, with the last installment due in November 2010.
Under the loan agreement, the Company agreed not to mortgage or otherwise encumber the project land with any other parties throughout the loan period.
17.10 A Baht 500 million loan facility has been obtained by the Company from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1.50 percent per annum, payable every month-end. Principal is to be repaid in 12 quarterly installments, with the last installment due in December 2009. The loan is unsecured. 17.11 A Baht 500 million loan facility has been obtained by the Company from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1 percent per annum, payable every month-end. The loan principal is repayable in 18 quarterly installments, with the last installment due in December 2010.
AMATA Corporation Public Company Limited
Annual Report 2006 59
Under the loan agreement, the Company agreed not to mortgage or otherwise encumber the project land with any other parties throughout the loan period.
17.12 A Baht 500 million loan facility has been obtained by the Company from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1.50 percent per annum, payable every month-end. The loan principal is repayable in 16 quarterly installments, with the last installment due in March 2011. The loan is unsecured. 17.13 A Baht 500 million loan facility has been obtained by the Company from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1.50 percent per annum payable is every month-end, while the loan principal is repayable in 16 quarterly installments, with the last installment due in March 2011.
Under the loan agreement, the Company agreed not to mortgage or otherwise encumber the project land with any other parties throughout the loan period.
17.14 A Baht 300 million loan facility has been obtained by the Company from a local bank for use in the purchase of land and as working capital. The loan carries interest at MLR less 1.50 percent per annum, payable every month-end. The loan principal is repayable in 20 quarterly installments, with the last installment due in September 2012. The loan is unsecured Some of the loan agreements mentioned above contain covenants which, among other things, require the Company to maintain certain debt to equity and debt service coverage ratios so long as the loans remain outstanding. As at 31 December 2006, the long-term credit facilities of the Company and its subsidiaries which have not yet been drawn down amounted to Baht 96 million.
18. DEPOSIT FORM REAL ESTATE SALES AGENT This represents a deposit placed by a land sale agent with Amata City Co., Ltd. The deposit will be returned to the agent based on the area of the land sold, with the remaining to be returned upon termination of the agreement.
19. STATUTORY RESERVE Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory reserve at least 5 percent of its net income after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution.
20. NUMBER OF EMPLOYEE AND RELATED COSTS
Consolidated
2006
Number of employees at end of year (persons) Employee costs for the year (Thousand Baht)
The Company Only
2005
2006
2005
228
237
78
81
108,705
111,564
79,500
79,855
21. CORPORATE INCOME TAX Corporate income tax for the years is calculated on the net profit from operations without BOI promotional privileges after adding back expenses which are disallowed for tax computation purposes.
22. PROMOTIONAL PRIVILEGES Amata Corporation Public Co., Ltd. The Company has been granted promotional privileges by the Board of Investment to carry on the industrial estate, land allocation and land development businesses. Subject to certain imposed conditions, the privileges include exemption from corporate income tax for periods of 5-7 years from the date the promoted operations commenced generating revenues. Details of the promotional privileges as follows: Promotion Certificate No.
Date of the Certificate
Land Area Covered (Rai)
Date First Income Earned
Expiry Date
1548/2543
16 August 2000
1,050
August 2000
August 2007
1659(2)/2546
8 October 2003
1,035
October 2003
October 2008
1864(2)/2547
4 August 2004
1,200
August 2004
August 2011
1165(2)/2549
14 December 2005
650
December 2005
December 2012
1817(2)/2549
26 July 2006
1,000
July 2006
July 2013
60 Annual Report 2006
AMATA Corporation Public Company Limited
Amata City Co., Ltd. This Company has received promotional privileges from the Board of Investment to carry on the industrial estate, land allocation and land development businesses, pursuant to the promotion certificate No. 1694/2539 issued on 16 August 1996. Subject to certain imposed conditions, the privileges include an exemption from corporate income tax for a period of 8 years from the date the promoted operations commenced generating revenues (October 1996) and a 50% reduction of corporate income tax on income derived from the promoted operations for a period of 5 years after the tax-exemption period ends. Amata Water Co., Ltd. This Company has received promotional privileges from the Board of Investment for its water works, industrial water supply and waste water treatment businesses, pursuant to the promotion certificate No. 1628/2543 issued on 16 August 2000. Subject to certain imposed conditions, the privileges include an exemption from corporate income tax for a period of 8 years from the date the promoted operations commenced generating revenues (February 2004). Amata Summit Ready Built Co., Ltd. This Company has received promotional privileges from the Board of Investment for building development for industrial factory projects. These are pursuant to the promotion certificate No. 1758(2)/2548 issued on 20 July 2005 whereby, subject to certain imposed conditions, the privileges include an exemption from corporate income tax for a period of 7 years from the date the promoted operations commenced generating revenues (September 2005); and the promotion certificate No. 2152(2)/2549 authorised on 25 October 2006 for which an application to commence operations is being made. The Companyâ&#x20AC;&#x2122;s operating revenues for the years, divided according to promoted and non-promoted operations, are shown below. (Unit : Baht)
Consolidated
Promoted operations
2006
REVENUES
Non-promoted operations
2005
Total
2006
2005
2006
2005
736,607,446 2,308,619,771 1,820,954,925 1,410,251,762 2,557,562,371 3,718,871,533
Revenues from real estate sales
Revenues from utility services
47,030,032
45,436,325
555,788,948
458,201,615
602,818,980
503,637,940
Revenues from rental
18,772,983
2,414,000
166,651,431
119,207,372
185,424,414
121,621,372
Other income
168,010
44,372,487
75,923,222
55,384,392
76,091,232
99,756,879
Total
802,578,471 2,400,842,583 2,619,318,526 2,043,045,141 3,421,896,997 4,443,887,724
(Unit : Baht) The Company Only
Promoted operations Non-promoted operations
REVENUES Revenues from real estate sales
Total
2006
2005
2006
2005
2006
2005
575,708,590 1,657,965,846 1,216,999,682 380,776,431 1,792,708,272 2,038,742,277
Revenues from utility services
-
-
42,987,432
23,312,773
42,987,432
23,312,773
Revenues from rental
-
-
32,725,728
26,054,045
32,725,728
26,054,045
Other income
-
27,541,175
31,995,704
27,532,791
31,995,704
55,073,966
Share of profit from investments accounted for under equity method subsidiaries and associated companies
-
-
307,524,959 524,485,171
307,524,959
524,485,171
Total
575,708,590 1,685,507,021 1,632,233,505 982,161,211 2,207,942,095 2,667,668,232
23. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the net income for the year by the weighted average number of ordinary shares in issue during the year.
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AMATA Corporation Public Company Limited
Annual Report 2006 61
24. FINANCIAL INFORMATION BY SEGMENT The Company and its subsidiariesâ&#x20AC;&#x2122; business operations involve three principal segments i.e. real estate development, utility service and rental. These operations are carried on both in Thailand and overseas. Below is the consolidated financial information for the years ended 31 December 2006 and 2005 of the Company and its subsidiaries by segment. Business segments : (Unit : Million Baht)
Consolidated
For the years ended 31 December
Industrial Estate Development
Utility service
Rental
Total
2006
2005
2006
2005
2006
2005
2006
2005
Net revenues
2,558
3,719
603
504
185
122
3,346
4,345
Segment income
1,556
1,921
156
133
91
37
1,803
2,091
Unallocated income and expenses :
Other income
76
100
Selling and administration expenses
(568)
(589)
Interest expenses
(202)
(98)
Corporate income tax
(210)
(301)
Net income before minority interest
899
1,203
Less : Net income minority attributed to shareholders
(118)
(145)
Net income
781
1,058
Other information:-
165
195
426
346
1,208
931
1,799
1,472
Unallocated assets
7,432
6,347
Total assets
9,231
7,819
Property, plant and equipment
Geographical segment:
(Unit : Million Baht)
For the years ended 31 December Segment in Thailand
Segment in Overseas
Total
2006
2005
2006
2005
2006
2005
Net revenues
2,682
3,793
664
552
3,346
4,345
Segment income
1,449
1,821
354
270
1,803
2,091
Property, plant and equipment
1,385
1,072
414
400
1,799
1,472
25. PROVIDENT FUND The Company, subsidiaries and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. Both employees and the Company contributed to the fund monthly at the rate of 5-15 percent of basic salary. The fund, which is managed by Kasikorn Asset Management, will be paid to employees upon termination in accordance with the fund rules. During the year 2006, the Company and its subsidiaries contributed Baht 3.4 million (2005: Baht 2.7 million) to the fund.
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AMATA Corporation Public Company Limited
26. DIVIDEND
(Unit : Baht)
Dividends
Approved by
Total dividends
Dividend per share
Final dividends for 2004
Annual General Meeting of the shareholders on 29 April 2005
320,100,000
0.30
Interim dividends for 2005
Board of Directorsâ&#x20AC;&#x2122; meeting on 10 November 2005
320,100,000
0.30
Total dividends for 2005
640,200,000
0.60
Final dividends for 2005
Annual General Meeting of the shareholders on 28 April 2006
373,450,000
0.35
Interim dividends for 2006
Board of Directorsâ&#x20AC;&#x2122; meeting on 10 November 2006
266,750,000
0.25
Total dividends for 2006
640,200,000
0.60
However, since dividend of Baht 7,001,545 was for the shareholders who have no right to receive dividend, only Baht 633.2 million has actually been paid to the shareholders.
27. BANK GUARANTEES 27.1 As at 31 December 2006, there were outstanding letters of guarantee for a total of Baht 8.9 million (31 December 2005: Baht 7.2 million) issued by the banks on behalf of the Company and its subsidiaries as guarantee for the use of electricity and in the normal course of business. 27.2 There were outstanding letters of guarantee for a total of Baht 555.9 million (31 December 2005 : Baht 480.8 million) issued by banks to the Industrial Estate Authority of Thailand to guarantee performance of the Company under the agreement to jointly develop the Amata Nakorn Industrial Estate in Chonburi and the Amata City Industrial Estate in Rayong.
28. COMMITMENTS AND CONTINGENT LIABILITIES Amata Corporation Public Company Limited The Company has guaranteed bank credit facilities of its subsidiary companies up to the amount of Baht 587 million (31 December 2005: Baht 571 million). The Company had outstanding commitments to pay certain remuneration to the Industrial Estate Authority of Thailand in accordance with an agreement to collaborate in the development of Amata Nakorn Industrial Estate in Chonburi. This remuneration consists of sales promotion expenses at a rate of Baht 10,000 per rai, contributions to the Amata Nakorn Industrial Estate Maintenance Fund of up to Baht 60 million, (31 December 2006 : the Company had paid Baht 51 million) and fees for supervision of services within the Industrial Estate of not less than Baht 2.6 million per annum. On 19 December 2005, the Company entered into an agreement with Amata Spring Development Company Limited (ASDL) to lease and sell land in Amata Nakorn Industrial Estate to the latter for development of its golf course project. Pertinent terms of this agreement are summarized below. 1.
The Company agrees to lease 274,653 square wah (approximately 687 rais) of land to ASDL for an annual rental of Baht 2 million, commencing from 1 January 2010. The lease is for a period of 30 years and can be renewed on the same terms for another 30 years after the expiration of the initial lease term.
2.
The Company agrees to sell 46,443 square wah (approximately 116 rais) of land to ASDL at Baht 7,300 per square wah. ASDL is to pay a deposit of Baht 30 million in 5 equal annual installments commencing from the date ASD obtains a land subdivision permit from the authorities. The balance is to be paid within 2 years after the transfer of the land to ASDL.
Amata (Vietnam) Company Limited The subsidiary company had outstanding commitments to pay remuneration to the Vietnamese government agency pursuant to the agreement to lease land of 29.18 hectare in phase I and 97.75 hectare in phase II at the rate of USD 1,000 per hectare per annum over the period of 40 years.
Amata City Company Limited This subsidiary company had outstanding commitments to pay certain remuneration to the Industrial Estate Authority of Thailand (IEAT) in accordance with an agreement to collaborate on the development of Amata City Industrial Estate in Rayong. This remuneration consists of promotion expenses of Baht 10,000 per rai, contributions to the Amata City
AMATA Corporation Public Company Limited
Annual Report 2006 63
Industrial Estate Maintenance Fund of up to Baht 60 million. (31 December 2006: the Company has paid Baht 29 million) and fees for supervision of services within the Industrial Estate of not less than Baht 2.3 million per annum.
Amata Water Company Limited In order to facilitate the supply of sufficient water to meet consumer demand in Amata Nakorn Industrial Estate and Amata City Industrial Estate, the subsidiary company has entered into several long-term agreements with other companies to purchase raw water and produce to tap water at prices and in quantities stipulated in the agreements, with the prices subject to increase based on the Consumer Price Index. The agreements will expire between 2022 and 2026.
29. FINANCIAL INSTRUMENTS 29.1 Financial risk management The Company and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No. 48 “Financial Instruments: Disclosure and Presentation”, principally comprise cash and cash equivalents, trade accounts receivable, loans, investments, and short-term and long-term loans. The financial risks associated with these financial instruments and how they are managed is described below.
Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable, loans, notes and other receivable. The Company and its subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore does not expect to incur material financial losses. In addition, the Company and its subsidiaries do not have high concentrations of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of receivables, loans, other receivables and notes receivable as stated in the balance sheet.
Interest rate risk The Company and its subsidiaries is exposed to interest rate risk relates primarily to its cash at banks, bank overdrafts, short-term loans and long-term borrowings. However, since most of the Company and its subsidiaries’ financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the market rate, the interest rate risk is expected to be minimal.
Foreign currency risk The Company’s and its subsidiaries’ exposure to foreign currency risk is considered to be low since the majority of their business transactions are denominated in local currency.
29.2 Fair values of financial instruments Since the majority of the Company and its subsidiaries’ financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in the balance sheets.
A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.
30. APPROVAL OF FINANCIAL STATEMENTS
These financial statements were authorised for issue by the Board of Directors on 23 February 2007.
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AMATA Corporation Public Company Limited
Information on Executives
Organization Chart
Nomination Committee
CBDO Business Development Mrs. Somhatai Panichewa
Board of Directors
Executive Board
CEO Mr. Vikrom Kromadit
CFO Mr. Thomas H. Reese
Audit Committee
COO Industrial Estates Mr. Viboon Kromadit
Industrial Support Project
Treasurer & Investor Relationship
Marketing & Sales
Residential & Commercial Project
Controller
Legal
Education Health & Recreation Project
HRD & General Affairs
Engineering
SMEs, Investment Consult, Vietnam and Franchise System
Land & Government Affairs
Project Management Amata City
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AMATA Corporation Public Company Limited
Executives’ Biographies
Mrs. Somhatai Panichewa
Age 41
Position in Amata Corporation PCL.
Senior Vice President Business Development Education
- Master’s degree in management, Sasin Graduate Institute of Business Administration, Chulalongkorn University Other Current Positions
- Director (Amata Vietnam) Co.,Ltd. Years of service in Amata Corporation PCL.
- 2 years
Mr. Kamjorn Vorawongsakul
Age 51
Position in Amata Corporation PCL.
Vice President Business Development Education
- Master’s degree in business administration, Kasetsart University Other Current Positions
None Years of service in Amata Corporation PCL.
- 18 years
Mr. Paradorn Songsuwan
Age 52
Position in Amata Corporation PCL.
Vice President Engineering Division Education
- Bachelor’s degree in civil engineering, Chiangmai University Other Current Positions - Director Amata Water Co.,Ltd - Director Amata Facility Services Co.,Ltd - Director Amata Condotown Rayong Co.,Ltd - Director Amata Summit Ready Built Co.,Ltd Years of service in Amata Corporation PCL.
- 14 years
Ms. Songchom Tangnawapa
Age 45
Position in Amata Corporation PCL.
Vice President - Land and Sales Operations Education
- Bachelor’s degree in English, Thammasat University Other Current Positions
- Director Amata Water Co.,Ltd - Director VIA Logistics Co.,Ltd - Director Via Trans Co.,Ltd Years of service in Amata Corporation PCL.
- 17 years
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AMATA Corporation Public Company Limited
Annual Report 2006 67
Mr. Chulanond na Lampoon
Age 55
Position in Amata Corporation PCL.
Vice President Business Development Education
- Diploma, International Hotel School of Business, Tokyo Japan Other Current Positions
None Years of service in Amata Corporation PCL.
- 6 years
Mr. Chairat Suwanvijarn
Age 45
Position in Amata Corporation PCL.
Land & Government Affairs Division Manager Education
- Bachelorâ&#x20AC;&#x2122;s degree in law, Ramkhamhaeng University Other Current Positions
None Years of service in Amata Corporation PCL. - 17 years
Mr. Thanapat Sornkul
Age 58
Position in Amata Facility Services Co., Ltd.
Managing Director Education
- Masterâ&#x20AC;&#x2122;s degree in agriculture, Chiangmai University Other Current Positions
- Director Amata Water Co., Ltd. Years of service in Amata Facility Services Co., Ltd.
- 8 years
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AMATA Corporation Public Company Limited
Mr. Chuchat Saitin
Age 46
Position in Amata Water Co., Ltd.
General Manager Education - Master’s degree in business administration, Burapha University - Bachelor’s degree in civil engineering, Chiangmai University Other Current Positions
None Years of service in Amata Water Co., Ltd.
- 5 years
Ms. Janjira Yamyim
Age 39
Position in Amata Summit Ready Built Co., Ltd.
General Manager Education
- Master’s degree in business administration, Boston University U.S.A. Other Current Positions
None Years of service in Amata Summit
Ready Built Co., Ltd.
- 2 years
Ms. Dendao Komolmas
Age 45
Position in Amata Corporation PCL.
Controller Education - Master’s degree in business administration, National Institute of Development Administration NIDA Other Current Positions
None Years of service in Amata Corporation PCL.
- 16 years
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AMATA Corporation Public Company Limited
Annual Report 2006 69
Mr. Yasuo Tsutsui
Age 35
Position in Amata Corporation PCL.
Manager Amata Nakorn Education - Bachelor’s degree in English, Kansai Gaidai University Japan Other Current Positions
None Years of service in Amata Corporation PCL.
- 8 years
Mr. Aukkares Choochouy
Age 39
Position in Amata Corporation PCL.
Manager Amata City Education - Master’s degree in business administration, Southwest Missouri State University U.S.A. - Bachelor’s degree in economics, Thammasat University Other Current Positions
- Director Amata Natural Gas Distribution Co., Ltd. - Director Amata Condotown Rayong Co., Ltd. Years of service in Amata Corporation PCL.
- 7 years
Mr. Chaichana Chanpattananun
Age 34
Position in Amata Corporation PCL.
Acting HR Development and GA Division Manager Education - Bachelor’s degree in Political Sciences, Chulalongkorn University Other Current Positions
None Years of service in Amata Corporation PCL.
- 4 years
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AMATA Corporation Public Company Limited
Executivesâ&#x20AC;&#x2122; Shareholdings Number of stock which executive held in 2006
Shares As of Dec.31,2006
Name
1. Police General Chaavalit Yodmani 2. Mr. Chira Panupong
Position
No.of Share
(4,000,000)
-
0.0000%
7,987,100
0.7486%
(7,987,100)
245,000,000
22.9616%
235,000,000
22.0244%
10,000,000
-
-
-
-
-
-
-
-
-
-
President and Chief Operating Officer, Director, Executive Director and Member of the Nomination Committee Director
1,463,720
0.1372%
2,063,720
0.1934%
(600,000)
-
-
-
-
-
Director and Chairman of the Nomination Committee Director and Executive Director
4,168,900
0.3907%
7,053,500
0.6611%
(2,884,600)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500,000
0.0469%
2,000,000
0.1874%
(1,500,000)
240,000
0.0225%
140,000
0.00
-
-
-
-
-
Director
6. Mr. Thomas H. Reese
10. Mr. Wikrom Soukavanitch
3.9786%
5. Mr. Staporn Kavitanon
9. Mr. Chackchai Panichapat
% of Shareholding
42,451,170
8. Mr. Chai Sophonpanich
No.of Share
3.6037%
4. General Yuthasak Sasiprapha
7. Mr. Toshihide Hashima
% of Shareholding
38,451,170
Chairman of the Board of Directors, Executive Director Vice Chairman of the Board of Directors Director, Chairman of the Executive Board, Member of the Nomination Committee and Chief Executive Officer Director
3. Mr. Vikrom Kromadit
Increase(+) / Decrease (-)
As of Dec.31,2005
15. Mr. Chulanond na Lampoon
Director and Chairman of the Audit Committee Director and Member of the Audit Committee Director and Member of the Audit Committee Director and Senior Vice President(Marketing and Sales) Senior Vice President Business Development Vice President Business Development
16. Mr. Kamjorn Vorawongsakul
Vice President Business Development
-
-
60,500
0.0057%
(60,500)
17. Mr. Paradorn Songsuwan
Vice President Engineering Division
-
-
-
-
-
18. Mrs.Varaporn Vatcharanukroh
Vice President (Treasurer)
232,840
0.0218%
317,840
0.0298%
(85,000)
19. Ms. Songchom Tangnawapan
Vice President (Land and Sales Operations) Controller
-
-
-
-
-
-
-
100,000
0.0094%
(100,000)
Land & Government Affairs Division Manager
-
-
-
-
-
11. Mr. Noppun Muangkote 12. Dr. Somchet Thinaphong 13. Mr. Viboon Kromadit 14. Mrs. Somhatai Panichewa
20. Ms. Dendao Komolmas 21. Mr. Chairat Suwanvijarn
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100,000
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AMATA Corporation Public Company Limited
Annual Report 2006 71
Amata Group of company
Shareholding Structures
Amata Corporation PCL and its subsidiariesâ&#x20AC;&#x2122; main businesses are in the development and management of industrial estates and related supporting businesses. Amataâ&#x20AC;&#x2122;s businesses are divided into 3 main groups: Industrial Estate Group, Service Group and Utilities Group.
83.67%
Amata Corporation PCL. March 6, 1989
60.78%
13.77%
100.00%
10.00%
91%
43.49%
49%
30%
25%
Amata City Co., Ltd. June 5, 1995
Amata (Vietnam) Co., Ltd. Dec. 31, 1994
Amata Power Ltd. March 2, 1995
Amata Water Co., Ltd. March 5, 1999
Amata Natural Gas Distribution
Co., Ltd. Nov. 27, 2001
Amata Facility Service Co., Ltd. Nov. 29, 2002
Amata Develop ment Co., Ltd. June 15, 1990
Amata Summit Ready Built Co., Ltd. Dec. 15, 2004
VIA Logistics Co., Ltd. Dec. 27, 2004
Amata Health Service Co., Ltd. Sep. 27, 2005
10%
Amata Power (Bien Hoa) Ltd. June 29, 1996
29.10%
Amata Condotown Rayong Co., Ltd. Dec. 13, 2000
Amata Mansion Service Co., Ltd. Nov. 15, 1991
Via Trans Co., Ltd. June 9, 2005
20.00%
69.975%
Industrial Estate Utilities Services
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AMATA Corporation Public Company Limited
Annual Report 2006 73
Directors in Amata Subsidiary Companies
Name
Subsidiary Companies City
VN
AW
X
Police General Chavalit Yodmani
/, //
X
Mr. Vikrom Kromadit
/, //
/
Mr. Chira Panupong
/
X
Mr. Boonsithi Chokwatana
/
/
Mr. Sukit Pachimsawat
/
Mr. Arsa Sarasin
Mr. Harald Link
Facility
/
Mr. Thomas H. Reese
/, //
/
/
/
Mr. Chackchai Panichapat
/, //
x
Mrs. Somhatai Panichewa
/
Mr. Paradorn Songsuwan
/
/
/, //
/
/
Mr.Kamolchai Pattarodom
/
Mr.Thanapat Sornkul
/
/
Mrs. Varaporn Vatcharanukroh
/
Ms. Songchom Tangnawapan
/
Mr. Nguen Van Tuan
/
Ms. Nguyen Mai Anh
/
Mr. Huynh Ngoc Phien
/
Mr. Nguyen Minh Huy
/
Mr. Viboon Kromadit
Remark
Ctiy
= Amata City Co., Ltd
X = Chairman
VN
= Amata (Vietnam) Co., Ltd.
/ = Director
AW
= Amata Water Co., Ltd.
// = Executive Director
Facility
= Amata Facility Service Co., Ltd.
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74 Annual Report 2006
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AMATA Corporation Public Company Limited
Amata Group of Companies
Profile & Contacts Amata Corporation Public Company Limited Business Activity
: Industrial Estate Development
Company Registration Date
: 6th March 1989
Company Registration No.
: 0107537002761
Registered and paid up share capital
: 1,067,000,000 ordinary shares at Baht 1 each
Head Office
: 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang Bangkok 10320, Thailand
Phones
: (02) 792-0000, (038) 213-007
Fax
: (02) 318-1096, (038) 213-700
: treese@amata.com
Management
: Mr. Thomas H. Reese, President & COO
Site Office
: Amata Nakorn Industrial Estate, 700 Moo 1 Klongtamru, Muang Chonburi 20000, Thailand
Phones
: (038) 213-007
Fax
: (038) 213-700
: tsutsui@amata.com
Management
: Mr. Yasuo Tsutsui, Manager
Juristic persons, in which the company holds at least 10% interest: 1. Amata City Co., Ltd. Business Activity
: Industrial Estate Development
Company Registration Date
: 5th June 1995
Company Registration No.
: 0105538066591
Registered and paid up share capital
: 4,500,000 ordinary shares at Baht 100 each
Percentage owned by Amata Corporation
: 83.67%
Head Office
: 2126 Kromadit Building, New Petchburi Road, Bangkapi, Huay Kwang Bangkok 10320, Thailand
Phones
: (02) 792-0000
Fax
: (02) 318-1096
Site Office
: Amata City Industrial Estate, 7 Moo 3 Bowin, Sriracha, Chonburi 20230, Thailand : Highway 331 KM. 95 Mabyangporn, Pluakdaeng, Rayong
Project Location Phones
: (038) 346-007
Fax
(038) 345-771
: aukkares@amata.com
Management
: Mr. Aukkares Choochouy, Manager
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AMATA Corporation Public Company Limited
Annual Report 2006 75
2. Amata (Vietnam) Co., Ltd. Business Activity
: Industrial Estate Development for Lease
Company Registration Date
: 31st December 1994
Company Registration No.
: 1100/GP
Registered and paid up share capital
: US$ 17,000,000.00
Percentage owned by Amata Corporation : 60.78% Head office Phones
: 165 Nguyen Van Troi, Phu Nhuan Dist., Ho Chi Minh City, Vietnam : (84) 8-845-0007 / 844-3709
Fax
: (84) 8-844-3713
: amata-mktg@hcm.vnn.vn
Site Office
: Long Binh Ward, Bien Hoa City Dong Nai Province, Vietnam
Phones
: (84) 61-991-007 / 891-748-49
Fax
(84) 61-892-859 / 891-251
: phien@amata.com.vn
Management 3. Amata Water Co., Ltd.
: Dr. Huynh Ngoc Phien, President Vietnam Projects
Business Activity
: Production and sale of water products for use in industry
Company Registration Date
: 5th March 1999
Company Registration No.
: 0105542016421
Registered and paid up share capital
: 800,000 ordinary shares at Baht 100 each
Percentage owned by Amata Corporation : 100% Head Office
: Amata Nakorn Industrial Estate, 700 / 2 Moo 1 Klongtamru, Muang Chonburi 20000, Thailand
Phones
: (038) 213-213
Fax
: (038) 214-214
: chuchat@amata.com
Management
: Mr. Chuchat Saitin, General Manager
4. Amata Facility Service Co., Ltd. Business Activity
: Service Center Area
Company Registration Date
: 29th November 2002
Company Registration No.
: 0205545012590
Registered and paid up share capital
: 150,000 ordinary shares at Baht 100 each
Percentage owned by Amata Corporation : 91% Head office
: Amata Nakorn Industrial Estate, 700/ 2 Moo 1 Klongtamru, Muang Chonburi 20000, Thailand
Phones
: (038) 215-007 to 009
Fax
: (038) 215-006
: thanapat@amata.com
Management
: Mr. Thanapat Sornkul, Managing Director
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76 Annual Report 2006
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AMATA Corporation Public Company Limited
5. Amata Mansion Service Co., Ltd. Business Activity
: Operate the Amata Mansion Serviced Apartment and Services in Amata Nakorn
Company Registration Date
: 15th November 1991
Company Registration No.
: 0105534108753
Registered and paid up share capital
: 100,000 ordinary shares at Baht 100 each
Percentage owned by Amata Corporation : 12.65% Head office
: Amata Nakorn Industrial Estate, 700/ 1001 Moo 1 Klongtamru, Muang Chonburi 20000, Thailand
Phones
: (038) 213-138 to 142
Fax
: (038) 213-143
Management 6. Amata Development Co., Ltd.
: Mr. Kongdeasthe Sanguansataya, Assistant General Manager
Business Activity
: Sales and Lease of the 198 Units Apartment in Amata Nakorn
Company Registration Date
: 15th June, 1990
Company Registration No.
: 0105533068758
Registered and paid up share capital
: 68,000 ordinary shares at Baht 1,000 each
Percentage owned by Amata Corporation : 43.49% Head office : Amata Nakorn Industrial Estate, 700/ 1000 Moo 1 Klongtamru, Muang Chonburi 20000, Thailand Phones : (038) 213-138 to 142 Fax
: (038) 213-143
Management
: Mr. Kongdeasthe Sanguansataya, Assistant General Manager
7. Amata Condotown Rayong Co., Ltd. Business Activity
: Development and management of labor accommodation in Amata City
Company Registration Date
: 13th December 2000
Company Registration No.
: 0105543114205
Registered and paid up share capital
: 3,000,000 ordinary shares at Baht 10 each
Percentage owned by Amata Corporation : 16.73% Head office : 133/ 23-28 Moo 7 Sukhumvit Road Bangpoo Mai, Muang Samutprakan 10280, Thailand Phones : (02) 709-1100 Fax
: (02) 709-1075
Site office Phones
: Amata City Industrial Estate, 7 Moo 3 Bowin, Sriracha Chonburi 20230, Thailand : (038) 650-130 to 133
Management
: Ms. Nutnapa Wongcharoensin, Managing Director
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AMATA Corporation Public Company Limited
Annual Report 2006 77
8. Amata Power Ltd. Business Activity
: Production of electricity and steam for sale
Company Registration Date
: 2nd March 1995
Company Registration No.
: 0105538027863
Registered and paid up share capital
: 17,000,000 ordinary shares at Baht 100 each
Percentage owned by Amata Corporation : 13.77% Head office : 88 Krungthepkreetha Road Huamark Bangkok 10240, Thailand Phones : (02) 379-4246, 710-3400 Fax
: (02) 379-4245, 379-4251
: pote.j@amatapower.com
Management : Mr. Pote Jinphiphadhana, President 9. Amata Natural Gas Distribution Co., Ltd. Business Activity
: Distribution of natural gas
Company Registration Date
: 27th November 2001
Company Registration No.
: 0105544114560
Registered and paid up share capital
: 16,000,000 ordinary shares at Baht 10 each
Percentage owned by Amata Corporation : 10% Head office Phones
: Amata Nakorn Industrial Estate, 700 / 2 Moo 1 Klongtamru, Muang Chonburi 20000, Thailand : (038) 458-601 to 602
Fax
: (038) 214-255
: smattachai@amatangd.com
Management 10. Amata Summit Ready Built Co., Ltd.
: Mr. Smattachai Penroaj, Sales Engineer
Business Activity
: Ready built factories for lease or sale
Company Registration Date
: 15th December 2004
Company Registration No.
: 0205547025176
Registered and paid up share capital
: 1,000,000 ordinary shares at Baht 100 each, 100% paid 1,000,000 ordinary shares at Baht 100 each, 50% paid
Percentage owned by Amata Corporation : 49% Head office : Amata Nakorn Industrial Estate, 700 Moo 1 Klongtamru, Muang Chonburi 20000, Thailand Phones : (038) 213-007 Fax
: (038) 213-700
: janjira@amata.com
Management
: Ms. Janjira Yamyim, General Manager
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78 Annual Report 2006
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AMATA Corporation Public Company Limited
11. VIA Logistics Co., Ltd. Business Activity
: Warehousing, Transportation, Delivery, Customs Clearance
Company Registration Date
: 27th December 2004
Company Registration No.
: 0205547025907
Registered and paid up share capital
: 1,200,000 ordinary shares at Baht 100 each
Percentage owned by Amata Corporation : 30% Head office : Amata Nakorn Industrial Estate, 700 / 616 Moo 4 Bankao, Panthong Chonburi 20160, Thailand Phones : (038) 210-228 to 230 Fax
: (038) 210-245
: suzuki-y@vialogi.com
Management
: Yoshimi Suzuki, Managing Director
12. Amata Health Service Co., Ltd. Business Activity
: To provide injury and illness treatment, physical check up service, consultation and safety & health training on occupational health
Company Registration Date
: 27th September 2005
Company Registration No.
: 0205548026371
Registered and paid up share capital
: 500,000 ordinary shares at Baht 10 each
Percentage owned by Amata Corporation : 25% Head office : Amata Nakorn Industrial Estate, 700 / 2 Moo 1 Klongtamru, Muang, Chonburi 20000, Thailand Phones : (038) 468-900 to 903 Fax
: (038) 468-904
: charubongse@amata.com
Management
: Charubongse Brohmwitak MD., MPH. (Occ. Health)
13. VIA Trans Co., Ltd. Business Activity
: Transportation
Company Registration Date
: 9th June 2005
Company Registration No.
: 0205548015697
Registered and paid up share capital
: 20,000 ordinary shares at Baht 100 each
Percentage owned by Amata Corporation : 20.99% Head office Phones
: Amata Nakorn Industrial Estate, 700 / 616 Moo 4 Bankao, Panthong Chonburi 20160, Thailand : (038) 210-228 to 230
Fax
: (038) 210-245
: suzuki-y@vialogi.com
Management
: Yoshimi Suzuki, Managing Director
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AMATA Corporation Public Company Limited
Annual Report 2006 79
Other Information
Share Registar The Thailand Securities Depository Co., Ltd. Address
: The Stock Exchange of Thailand Building, 4th and 8th Floor 62 Ratchadapisek Road, Klongtoey Bangkok 10110, Thailand
Phones
: (02) 229-2800
Fax
: (02) 654-5599
Auditor Mr. Narong Puntawong Auditor No
: 3315
Company Name
: Ernst & Young Office Limited
Address
Phones
: 33rd Floor, Lake Rajada Office Complex 193 / 136-137 Rajadapisek Road Klongtoey, Bangkok 10110, Thailand : (02) 264-0777, (02) 661-9190
Fax
: (02) 264-0789-90, (02) 661-9192
Legal Counselor International Business Lawyers Co., Ltd. Address
Phones
: 23rd Floor, Wall Street Tower 33 / 118-119, Surawongse Road, Suriyawong, Bangrak Bangkok 10500, Thailand : (02) 233-1001, (02) 233-1008
Fax
: (02) 236-6100
Financial Institutes Sumitomo Mitsui Banking Corporation KASIKORNBANK PUBLIC COMPANY LIMITED Bank Thai Public Company Limited BANK OF AYUDHYA Public Company Limited Bangkok Bank Public Company Limited Siam Commercial Bank Public Company Limited Thai Military Bank Public Company Limited Siam City Bank Public Company Limited TISCO Bank Public Company Limited ACL BANK Public Company Limited
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80 Annual Report 2006
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AMATA Corporation Public Company Limited
Contact Information Amata Corporation Public Company Limited Investor Relations Name
: Mr. Thomas H. Reese, President & COO Mrs. Varaporn Vatcharanukroh, VP Treasurer
Address
: 2126 Kromadit Building, New Petchburi Road Bangkapi, Huay Kwang Bangkok 10320, Thailand
Phones
: (02) 792-0000, Ext. 206 and 108
Fax Email
: (02) 318-1096 : treese@amata.com varaporn@amata.com
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AMATA Corporation Public Company Limited
Annual Report 2006 81
Thailand
Amata Corporation PCL. Amata Nakorn Industrial Estate 700 Moo 1 Klong Tamru, Muang 20000 Chonburi, Thailand Tel : +66 38 213 007 Fax : +66 38 213 700
Vietnam
Amata City Co., Ltd. Amata City Industrial Estate Moo 3 Bowin, Sriracha 20230 Chonbutn, Thailand Tel : +66 38 346 007 Fax : +66 38 345 771
Amata (Vietnam) Co., Ltd. Liaison Office 165 Nguyen Van Troi, Phu Nhuan Dist., Ho Chi Minh City, Vietnam Tel : (84 - 8) 845 0007 / 844 3709 Fax : (84 - 8) 844 3713 E-mail : amata-mktg@hcm.vnn.vn
Bangkok Office 2126 Kromadit Building New Petchburi Road Bangkapi, Huay Kwang 10320 Bangkok, Thailand Tel : +66 2 792 0000 Fax : +66 2 318 1096
A Year of Transition Annual Report 2006
Amata Corporation Public Company Limited