ข่าวแจ้งตลาดหลักทรัพย์

joint venture or operation in state businesses, B.E. 2535 (1992). Under such concession, PTW is a sole authorized producer and distributor of tap water for PWA in Pathum Thani and Rangsit areas. PTW signed a BOT joint venture agreement with PWA on 31st August 31 1995 for a 25-year term commencing on the first date of tap water distribution. In this respect, PTW is to undertake the project investment and operation, as well as generation of benefits within the concession life, subject to the condition that it shall transfer the ownership over the assets it has invested in to the government, i.e. transfer to PWA the ownership over the tap water distribution system on the first commercial operation date (COD) and the ownership over the tap water production system within 30 days before the end of the concession period. The COD is 15th October 1998 and the end of the concession period falls on 14th October 2023. However, PTW may apply for a renewal of the contract, which is to be further negotiated between the two parties. PTW has engaged BJT, its subsidiary, to undertake the management and repair & maintenance of public utilities in PTW's tap water project, whereby BJT shall receive a service fee at the rate specified in the Operation and Maintenance Agreement signed between them on 26th January 2007. PWA is to purchase tap water from PTW on the COD in a minimum off-take quantity of 140,000 cubic meters per day, with the maximum authorized tap water supply by PTW set at 288,000 cubic meters per day throughout the contract life. On 15th September 2006, PTW concluded an additional agreement to supply additional tap water in the Pathum Thani - Rangsit areas. Under this agreement, PTW is to invest in the construction of a tap water production system and a water pressure boosting station, modify the tap water transmission system and distribution station, and conduct other operations concerned with the tap water production and supply to PWA on a continuous basis until the end of the agreement term, and then to hand over all assets invested in by PTW to PWA. The minimum off-take quantity to be purchased by PWA from PTW specified in the above agreement is as follows: - First purchase upon completion of construction, at 50,000 cubic meters per day; - Second purchase after a lapse of 12 months from the first purchase, at 60,000 cubic meters per day; and - Third & following purchases after a lapse of 12 months from the second purchase, at 70,000 cubic meters per day. Aside from the minimum off-take guarantee specified in the tap water supply concession agreement mentioned above, the selling price has been set to be revised up annually based on the country's Consumer Price Index produced by the Ministry of Commerce, with 1998 set as the base year. 3.3 Industry situation Of the country's total precipitation of 800,000 million cubic meters per year, only 219,000 million cubic meters fall into rivers, canals, and swamps, while as little as 36,000 million cubic meters or 4.5% flow into underground water sources, compared with the nationwide water consumption of 93,919 cubic meters. It is evident that such natural water supply is somewhat limited and the usable water is steadily declining in both quantity and quality, hence likely aggravating the problem of annual shortage of usable quality water. Presently, there are 81 private water suppliers across the country with a combined production capacity of 1.1 million cubic meters per day. They can be classified by either business size or location as follows: Regions No. of Entrepreneurs TotalCapacity Concession Period (years) Small Medium Large Total (cubic meters 5 10 15 25 Total per day) North 9 1 - 10 8,484 6 3 - 1 10 Middle 5 6 7 65 1,091,388 55 - 2 8 65 Northeast 1 - - 1 930 1 - - - 1 South 4 1 - 5 15,075 4 - - 1 5 Total 66 8 7 81 1,115,877 66 3 2 10 81 Source: Department of Water Resources as at 30th June 2006 Notes:1. Small water supply system means capacity not more than 3,000 cubic meters per day and number of user not more than 2,000. 2. Medium water supply system means capacity between 3,001 and 15,000 cubic meters per day and number of user between 2,001 and 8,000. 3. Large water supply system means capacity more than 15,000 cubic meters per day and number of user more than 8,000. Among the entire 81 private operators, TTW is the largest and has obtained the highest minimum off-take quantity from PWA, accounting for 93.8% of its total capacity. The second and the third are EGCOMP Tara Co., Ltd. (a subsidiary company of EGCOMP) and PTW, accounting for 89.7 and 83.3 of their total capacity, respectively. 3.4 Performances 3.4.1 Summary of financial status and the Company's performances audited by Ernst & Young as at 31st December 2004 and 2005 and internal account as at 31st December 2006 and 28th February 2007 which has not yet audited by its auditors (Unit : Baht Million) Financial Statements Audited Internal Account 31st Dec.04 31st Dec.05 31st Dec.06 28th Feb.07 Current assets Cash and cash equivalents 281.14 203.55 255.94 313.71 Trade account receivables 70.53 78.17 101.81 98.98 Other current assets 18.08 17.92 35.81 178.27 Total current assets 369.75 299.64 393.56 590.96 Non-current assets Fixed assets (net) 4,116.57 3,897.50 3,801.25 3,373.08 Other non-current assets 13.18 12.53 186.66 583.47 Total non-current assets 4,129.75 3,910.03 3,987.91 3,956.55 Total assets 4,499.50 4,209.67 4,381.47 4,547.51 Current liabilities Bank overdrafts and short-term loans 9.82 6.17 21.34 21.39 Current portion of long-term loans 0.00 200.00 260.00 260.00 Other current liabilities 75.68 59.55 179.20 169.84 Total current liabilities 85.50 265.72 460.54 451.23 Non-current liabilities Long-term loans form shareholders 934.00 934.00 934.00 0.00 Long-term loans, net of current portion 4,030.23 3,500.58 3,050.80 3,256.69 Other non-current liabilities 481.21 538.23 418.86 0.00 Total non-current liabilities 5,445.44 4,972.81 4,403.66 3,256.69 Total liabilities 5,530.93 5,238.53 4,864.20 3,707.92 Registered and paid-up capital 1,102.00 1,102.00 1,102.00 1/ 2,752.00 2/ Retained earnings (loss) (2,133.43) (2,130.86) (1,584.73) (1,912.41) Total shareholders' equity (1,031.43) (1,028.86) (482.73) 839.59 Total liabilities and shareholders' equity 4,499.50 4,209.67 4,381.47 4,547.51 Total revenues 738.05 853.44 1,460.02 197.92 Cost of goods sold 3/ 465.00 514.07 531.07 435.95 Selling and administration expenses 27.19 42.47 46.72 43.86 Interest expenses 301.51 294.33 336.10 45.79 Net profit (loss) (55.64) 2.58 546.13 (327.68) Net profit (loss) per share (Baht) (5.05) 0.23 49.56 (11.91) Book value per share (Baht) (93.60) (93.36) (43.80) 30.51 Notes : 1. On 25th January 2007, PTW has increased its capital in the amount of Baht 1,650 million from Baht 1,102 million. 2. As at 25th January 2007, the Company's registered and paid-up capital were Baht 2,752 million divided into 27.52 million ordinary shares (par value at Baht 100 per share). Subsequently, on 26th January 2007 the Board of Directors Meeting passed a resolution to decrease its registered capital by Baht 1,552.00 million from Baht 2,752.00 million by way of decrease of 15.52 million shares, thereby remaining the registered capital of Baht 1,200.00 million divided into 12.00 million ordinary shares. Such capital reduction was to decrease the number of shares according to its shareholding ratio in PTW as well as to reduce the accumulated loss. On 6th February 2007, the Extraordinary General Meeting of Shareholders of the Company resolved to approve such registered capital decrease which is currently in process. It is expected to complete the decrease of the registered capital in June 2007. 3. Termination fee (Baht 385 million) between PTW and OPCO is recognized as expenses in January 2007. 3.4.2 Key financial ratios Financial Statements Audited Internal Account 31st Dec.04 31st Dec.05 31st Dec. 06 Liquidity ratios:Current ratio (times) 4.32 1.13 0.85 Quick ratio (times) 4.11 1.06 0.78 Receivables turnover (times) 11.69 11.46 16.14 Collection period (days) 23 24 17 Inventory turnover period (times) 149.45 139.67 123.34 Average sale period (days) 2 2 2 Payment period (days) 28 28 45 Account payable turnover (times) 9.54 9.59 6.05 Cash cycle (days) (3) (3) (26) Profitability ratios:Gross profit margin (%) 36.84 39.69 63.43 Net margin (%) (7.54) 0.30 37.41 Return on equity (%) 5.54 (0.25) (72.26) Efficiency ratios:Return on assets (%) (1.23) 0.06 12.71 Return on fixed assets (%) 3.89 5.56 19.89 Assets turnover (times) 0.16 0.20 0.34 Financial ratios:Debt to equity ratio (times) (5.36) (5.09) (10.08) Interest coverage (times) 1.52 1.68 3.22 Contingent liabilities coverage ratio (times) 5.01 0.78 1.06 The Company's performances analysis Total assets PTW's total assets as at 31st December 2005 and 2006 were Baht 4,209.67 million and Baht 4,381.47 million, respectively. The total asset growth in 2006 was ascribed to increases of Baht 52.39 million in cash and deposits at financial institutions, Baht 23.64 million in trade receivables due to rising sales of tap water, and Baht 17.89 million in other current assets. The major non-current asset item significantly contributing to the total asset growth was encumbered cash at banks of Baht 183.42 million, which was a reserve account for principal and interest payment under the long-term loan agreement and also partly used as security against the letter of guarantee issued by banks to PTW. Moreover, PTW incurred additional expenses on procurement of equipment, fixtures and vehicles of Baht 2.07 million. Meantime, the assets used in tap water production (net) decreased by Baht 96.25 million and other current assets by Baht 11.31 million. Total liabilities and shareholders' equity Total liabilities as shown in the financial statements as at the end of 2005 and 2006 stood at Baht 5,238.53 million and Baht 4,864.20 million, respectively. The drop in total liabilities in 2006 stemmed from decreases of Baht 449.77 million in long-term borrowings from financial institutions net of the amount due within one year and of Baht 119.38 million in accrued interest payable to shareholders (according to Sponsors Support Agreement), despite a rise of Baht 194.82 million in the total current liabilities. Nonetheless, the said decrease resulted from a fall in the interest rates in 2006. The interest rate on long-term loans from shareholders was equivalent to MLR + 0.125% p.a. During the year, PTW paid the accrued interest on such loans as well as on the long-term loans in baht and US dollar borrowed from two local banks. The interest on these loans was charged at MLR + 0.5% p.a. on baht portion and LIBOR + 2.75% p.a. on USD portion during the period when PTW began to earn income. The said loans are repayable in semi-annual installments, starting in July 2001 with the last installment due in January 2010. Overall, the total liabilities as at 31st December 2006 dropped significantly. On the side of shareholders' equity presented in the financial statements as at the end of 2005 and 2006, there were retained losses of Baht 2,130.86 million and Baht 1,584.73 million respectively. The decrease in retained losses in 2006 came from PTW making the net profit of Baht 546.13 million in that year. Revenues PTW recorded total revenues during the year 2005 and 2006 of Baht 853.44 million and Baht 1,460.02 million respectively. The revenues came principally from sales of tap water of Baht 852.41 million and Baht 1,452.07 million respectively. Sharp growth in revenues from sales of tap water sprang from surging sales volume. Another factor contributing to such growth was the fact that on 9th December 2005 the arbitrator passed a final decision ordering PWA to pay to PTW an extra amount for the minimum off-take between October 1998 and October 2001 and the accrued amount arising from upward adjustment on tap water price and interest rate from January 1999 to April 2006. PTW received the said payment from PWA in May 2006 and recognized it as income from tap water charge of Baht 427 million, which was recorded as a part of the revenues from sales of tap water in the income statement for 2006. PTW also earned other revenues during the year 2005 and 2006 in the amount of Baht 1.025 million and Baht 7.95 million respectively, mainly coming from interest receivable from banks. Net profit PTW posted a net profit of Baht 2.58 million and Baht 546.13 million during the year 2005 and 2006 respectively, with a net profit margin of 0.30% and 37.41%. The drastic profit growth was attributable partly to rising sales of tap water and partly to PWA's payment of the extra amount for the minimum off-take between October 1998 and October 2001 and the accrued amount arising from upward adjustment on tap water price and interest rate from January 1999 to April 2006 (as described in "Revenues" above). With the quite slight change in cost of tap water sales and selling & administrative expenses, the working results in 2006 were dramatically better than in 2005. 3.5 Shareholdings The shareholders of PTW as at 25th January 2007 are as follows: Before Capital Decrease After Capital Decreased Name No. of % of No. of % of shares holding shares holding 1. CH. Karnchang Plc. 12,767,838 46.39 5,567,371 46.39 2. Maharisi Siam Co., Ltd. 8,399,396 30.52 3,662,528 30.52 3. Capital Rice Co., Ltd. 4,320,453 15.70 1,883,919 15.70 4. CH. Karnchang Holding Co., Ltd. 599,710 2.18 261,502 2.18 5. The Provincial Waterworks Authority 551,000 2.00 240,262 2.00 6. TMB Bank Plc. 440,800 1.60 192,209 1.60 7. Krung Thai Bank Plc. 440,800 1.60 192,209 1.60 8. Thames Water International (Thailand) Ltd. 1 0.00 0 0.00 9. Berli Jucker Plc. 1 0.00 0 0.00 10. BovisLimited 1 0.00 0 0.00 Total 27,520,000 100.00 12,000,000 100.00 3.6 The Board of Directors The Board of Directors of PTW as at 25th January 2007 is as follows: Name Position 1. Mr. Kamthorn Trivisvavet Chairman 2. Mr. Ratn Santaannop Director 3. Mr. Vorapot Uchupiboonvong Director 4. Mr. Suphon Jiraphan Director 5. Mrs. Sunantha Khemaprapa Director 6. Mr. Vorapong Phitphongsa Director 7. Mr. Dhosaphon Thiparos Director 3.7 Background of BJT BJT was established on 14th December 1993 with a registration number 0105536139834. Its Head Office located at 20th Floor, 587 Viriyathavorn Sutthisarnvinitchai Road, Dindaeng District, Bangkok 10400. Details of changes in shareholding structure of BJT from 26th August 2005 to date are as follows: 26th August 2005 12th July 2006 13th December 2006 Major Shareholders No.of % No.of % No.of % shares shares shares 1. Mahasiri Siam Co., Ltd 1/ 450,439 90.09 - - - - 2. Capital Rice Co.,Ltd. 49,555 9.91 49,555 9.91 - - 3. Rayong Real Estate Co., Ltd. 2/ - - 450,439 90.09 450,439 90.09 4. Capital Cereals Co., Ltd. 3/ - - - - 49,555 9.91 5. Minority shareholders 5 - 5 - 5 - Total 500,000 100.00 500,000 100.00 500,000 100.00 Notes : 1. Trivisvavet Group is major shareholder of Mahasiri Siam which holds 91.71 per cent of paid-up capital (as at 10th January 2007). 2. Rayong Real Estate Co., Ltd. was incorporated on 19th April 1994 for operating businesses of investments in various businesses, acceptance of any engagement and management of projects, development of immovable property. Its registered and paid-up capital is Baht 2 million. Mrs. Piyaphon Setha-olan is major shareholder which holds 99.97 per cent of paid-up capital (as at 27th April 2006). 3. Capital Cereals Co., Ltd. was incorporated on 14th April 1981 for operating import business. Its registered and paid-up capital is Baht 400 million. Major shareholders includes STC Capital Holding Co., Ltd. and Wanitchakwong Family which hold 40.00 and 20.42 per cent of paid-up capital, respectively (as at 28th April 2006). BJT current registered and paid-up capital is Baht 50 million, of which divided into 500,000 shares at Baht 100 par value per share. On 26th January 2007, PTW has purchased all existing shares of BJT from the existing shareholders. At this result, BJT is a subsidiary company of PTW. 3.8 Description of business BJT provides services of maintenance and quality control of public utilities, namely, wastewater treatment system, tap water production and distribution system, as well as providing engineering services and services for projects in relation to tap water production and wastewater treatment for public and private sectors such as provision of services of wastewater treatment and production of tap water for Amata Corporation Plc. Following the payment of early termination fee of O&M Agreement to OPCO. On 26th January 2007, PTW has signed a new O&M Agreement with BJT for the purpose of operating and maintenance activities of the infrastructure, utilities equipment and other Facilities of the Pathum Thani-Rangsit Water Treatement Plant Project. 3.9 Performances 3.9.1 Summary of financial status and the Company's performances audited by Dharmniti as at 31st December 2004 and 2005 and internal account as at 31st December 2006 which has not yet audited by its auditors (Unit : Baht Million) Financial Statements Audited Internal Account 31st Dec. 04 31st Dec. 05 31st Dec. 06 Total current assets 114.20 65.80 59.56 Total non-current assets 7.03 9.78 9.98 Total assets 121.23 75.58 69.53 Total liabilities 40.73 11.57 14.06 Registered and paid-up capital 50.00 50.00 50.00 Total shareholders' equity 80.50 64.01 55.47 (more)