ข่าวแจ้งตลาดหลักทรัพย์

global economic expansion of 4.20%. Against this backdrop, investments have not fully picked up and exports have increased at a decelerating pace. Meantime, interest rates are likely to decline and oil prices to steady. In 2007, the Thai government has continued to focus on injection of funds to stimulate the economy and also on acceleration of investment budget spending by pursuing several mega projects.The rail system project to materialize in 2007 is the Rangsit - Bang Sue and the Bang Sue-Taling Chan Red Line. Meanwhile, the Bang Yai - Bang Sue Purple Line, the Bang Sue Tha Phra- Bang Khae and Hua Lamphong - Tha Phra Blue Line will be included in the government'sinvestment plans for 2008-2012. CK has the potentiality and readiness to undertake those mega projects on a continuous basis. 2.3 Financial and operational performances 2.3.1 Summary of CK's financial status and performances audited by Ernst & Young as of 31 December 2004 - 2005, with Khun Rut Chaowanakavee, CPA no. 3247 as the auditor, and for 2006, reviewed consolidated financial statements ended 30 June 2007, with Khun Siraphorn Uaanantakul, CPA no. 3844 as the auditor: (Unit : Baht Million) Consolidated Audited Reviewed Financial Statements 31 Dec.04 31 Dec.05 31 Dec.06 30 Jun.07 Current assets Cash and cash equivalents 4,979.56 1,542.69 3,033.26 4,146.61 Trade accounts receivable, unrelated parties - net 4,939.33 5,045.96 5,489.45 5,837.08 Other current assets 4,533.94 10,619.76 10,120.03 9,973.14 Total current assets 14,452.83 17,208.41 18,642.72 19,956.83 Non-current asset Investments in associated companies 1,046.51 4,014.01 4,674.35 4,370.32 Investment in related and other companies -net 3,475.72 2,611.18 2,967.35 2,905.94 Other non-current assets 5,884.48 5,989.33 4,029.48 3,944.98 Total non-current assets 10,406.71 12,614.52 11,671.18 11,221.2 Total assets 24,859.54 29,822.93 30,313.91 31,178.08 Current liabilities Bank overdrafts and short-term loans 1,877.16 5,510.20 3,822.85 3,657.94 Trade accounts payable, related parties 564.44 515.34 445.59 391.51 Trade accounts payable, unrelated parties 1,451.54 1,804.11 2,151.75 1,661.72 Current portion of long-term loans 730.97 934.93 3,897.04 4,153.20 Current portion of debentures - - 2,200.00 2,000.00 Payables and loans from related companies 3,191.42 3,006.45 2,575.86 2,820.31 Other current liabilities 4,248.59 4,338.95 3,714.53 3,743.86 Total current liabilities 12,064.12 16,109.98 18,807.62 18,428.54 Non-current liabilities Long-term loans, net of current portion 4,663.96 2,430.55 450.00 350.00 Debentures, net of current portion 3,000.00 6,000.00 5,800.00 5,800.00 Other non-current liabilities 336.40 353.44 454.19 400.52 Total non-current liabilities 8,000.36 8,783.99 6,704.19 6,550.52 Total liabilities 20,064.48 24,893.97 25,511.81 24,979.06 Registered capital 1,312.50 1,450.00 1,450.00 1,450.00 Paid-up capital 1,058.68 1,081.16 1,247.19 1,446.01 Retained earning (loss) 336.86 913.98 (688.28) 469.65 Total shareholders' equity 4,795.06 4,928.95 4,802.09 6,1999.01 Total liabilities and shareholders' equity 24,859.54 29,822.93 30,313.91 31,178.08 Total revenues 7,772.79 14,954.97 21,605.29 8,702.78 Total costs and expenses 6,925.07 13,239.73 21,439.70 7,629.13 Interest expenses 393.81 652.25 980.55 421.21 Net profit (loss) 204.47 684.17 (1,212.84) 469.94 Net earning (loss) per share (Baht) 0.19 0.63 (1.08) 0.35 Book value per share (Baht) 4.53 4.56 3.85 4.29 Notes : Par value at Baht 1 per share According to the Company's and its group's performance for the 6-month period ended 30 June 2007, total assets accounted for Baht 31,178 million. Main assets were cash and cash equivalents, trade accounts receivable (unrelated parties), construction contracts in progress,etc. Major non-current assets were long-term loans to associated companies and accrued interest, investments in associated, related and other companies. Total liabilities accounted for Baht 24,979 million and shareholders' equity Baht 6,199 million. As of 31 December 2006, the CK group had total assets of Baht 30,314 million, total liabilities of Baht 25,512 million and shareholders' equity Baht 4,802 million, compared with Baht 29,823 million, Baht 24,894 million, and Baht 4,929 million, respectively, as of 31 December 2005. The group earned income from three core businesses, i.e. construction, construction material distribution, and project management. According to the Company's performance for the 6-month period ended 30 June 2007, income from these three businesses made up 87.31%, 0.42% and 0.22% respectively of total revenues, with the rest 12.05 % from other income. As of 31 December 31 2006, income from these three businesses made up 87.57%, 0.90% and 0.44% respectively of total revenues, with the rest 11.09% from other income. The group's total revenues for the 6-month period ended 30 June 2007 amounted to Baht 8,703 million and net profit Baht 470 million, compared with Baht 11,102 million and Baht 1,007 million,respectively, as of the corresponding period of 2006. The 3-month and 6-month periods ended 30 June 2007 saw a net profit growth of 122.64% and a net profit drop of 53.35% from the same period of the foregoing year respectively. This was mainly attributable to the Company's gains from divestment of investment in an associated company in quarter 2 of 2007 in the amount of around Baht 574.84 million, whereas in the same period of the previous year, the Company recorded loss sharing in the associated company in the amount of about Baht 149.39 million, in addition to the fact that the first half of the previous year saw its gains from sale of short-term investments totaling Baht 1,172 million. CK's consolidated revenues as of 31 December 2006 were Baht 21,605 million, compared with Baht 14,955 million in the same period of 2005. The group sustained a net loss of Baht 1,213 million, compared with a net profit earned in the corresponding period of 2005 of Baht 685 million, caused chiefly by a drastic plunge in the Company's profit from 2005 by Baht 1,897 million or 277.28%. On the expenses side, there were allowances for doubtful accounts on receivables from indemnity for incremental expenses and loss sharing from JV BBCD, which was a consequence of the Supreme Court's ruling to withhold the arbitrator's judgment for the Expressway and Rapid Transit Authority of Thailand ("ETA") to make payment to JV BBCD.However, such court ruling would not prejudice JV BBCD's legitimate right to claims for the incremental expenses of Baht 6,040 million plus interest of 7.50% p.a. JV BBCD's legal consultant is in preparation to take legal proceeding soon. According to the consolidated financial statements in 2006, the group's total revenues grew tremendously by 44.46% from 2005, thanks to progress on construction with soaring income from construction service, notably from the Nam Ngwn 2 dam project in Laos PDR, the ETA's Bang Phli - Suksawat (Bang Phli - Bang Khunthian) expressway project, the water discharge tunnel from Bung Makkasan to the Chao Phraya River project of Bangkok Metropolitan Administration, and the Ground Improvement for the 1st Midfield Satellite Aprons & 3rd Runway Project of Bangkok Airport Co., Ltd. The said revenue growth was also ascribed to gains from sale of short-term investments in ordinary shares of TTW to Mitsui Water Holding (Thailand) Co.,Ltd. and BECL, as well as to income from reversal of accrued interest payable under joint agreement among JV BBCD members to waive the entire interest payable on loans from JV members. The construction service revenues came from customers in the government and private sectors, in a proportion of 70 : 30. The Company still has a project under contract signing for the toll system and traffic safety control system of Bang Phli - Bang Khunthian Expressway, Suksawat - Bang Khunthian Section, with a construction value plus VAT of around Baht 2,619 million; and the water filtration plant expansion of PTW with a construction value plus VAT of some Baht 800 million. 2.3.2 Key financial ratios Consolidated Financial Statements Audited Reviewed 31 Dec.04 31 Dec.05 31 Dec.06 30 Jun.07 Liquidity ratios: Current ratio (times) 1.20 1.07 0.99 1.08 Quick ratio (times) 0.82 0.26 0.17 0.23 Receivables turnover (times) 2.53 5.07 3.13 1.11 Collection period (days) 143 72 116 323 Inventory turnover period (times) 68.88 44.53 89.60 25.58 Average sale period (days) 6 9 5 14 Repayment period (days) 109 228 204 486 Account payables turnover (times) 3.32 1.58 1.77 0.74 Cash cycle (days) 40 (149) (85) (149) Profitability ratios: Gross profit margin (%) 20.44 13.34 9.49 10.00 Net margin (%) 2.63 4.57 (5.61) 5.40 Return on equity (%) 4.49 14.07 (25.28) 8.54 Efficiency ratios: Return on assets (%) 1.02 2.50 (4.40) 1.53 Assets turnover (times) 0.39 0.55 0.78 0.28 Financial ratios: Debt to equity ratio (times) 4.18 5.05 5.31 4.03 Net debt to equity ratio (times) 1.11 2.28 1.85 1.13 Interest coverage (times) 2.15 (2.53) 1.39 (0.56) Contingent liabilities coverage ratio (times) (1.50) (0.87) 0.00 (0.15) Liquidity As regards CK group's liquidity based on the consolidated financial statements as of 30 June 2007, its net cash flow surged by Baht 1,113 million. Such increase stemmed from cash flow Far East Securities Co., Ltd. Page 12 provided from investing activity of around Baht 975 million from sale of short-term investments (TTW ordinary shares) and net cash flow provided from financing activity of Baht 969 million (exercise of warrants worth Baht 877 million), with cash flow used in operating activity of Baht 826 million. Due to the considerable project progress, trade receivables and projects under construction scaled up. Coupled with return to employers of advance from employers and installment construction payments, the Company's cash and cash equivalents for the 6-month period ended 30 June 2007 stood at Baht 4,147 million. The group's key financial ratios for the 6-month period ended 30 June 2007 overall improved from 2006. Although the profit posted for the period did not come from the core businesses (construction, distribution of construction materials and project management) but from the sale of investment in Pathum Thani Tap Water Co., Ltd. ("PTW"), an associated company, the group still exhibited efficient management and operations amid the persisting economic and political uncertainties and volatility that had affected all business sectors. Its liquidity ratio improved from 0.99 in 2006 to 1.08 and quick ratio from 0.17 to 0.23 respectively. Debt to equity ratio dropped from 5.31 in 2006 to 4.03, with the receipt of cash payment for the divestment of investment in an associated company as stated above. However, revenue collection period lengthened to 323 days from 116 days in 2006, due to receivables from the Bang Phli - Suksawat (Bang Phli - Bang Khunthian) expressway project, whereby the Company makes disbursement of installment payment from the employer (a state enterprise) for the work done in form of bank financing, the obligation of which would be transferred to the employer upon the whole project work delivery by the Company. In 2006, the group's financial status weakened from 2005, with liquidity ratio falling from 1.07 to just 0.99 and quick ratio from 0.26 to 0.17. Debt to equity ratio rose from 5.05 to 5.31 due to additional debenture issued. Revenue collection period was 116 days, compared with only 72 days in 2005, resulting from delayed government budget disbursement in the wake of political turmoil. However, the Company could better manage the net debt to equity ratio as per the debenture conditions, as evident from a drop in this ratio. Such debt was interest-bearing,consisting of overdraft loans, payabIes under hire-purchase contracts due within one year, long-term loans due within one year, debentures due within one year, payabIes and loans from related businesses, payables under hire-purchase contracts net of amount due within one year, long-term borrowings net of amount due within one year, debentures net of amount due within one year, deducted by cash and cash equivalents, encumbered deposits at banks, short-term investments, and trade receivables from public agencies or state enterprises under construction contracts bearing interest and with performance acceptance letters already issued by those agencies, i.e. receivables from the ETA's Bang Ph Ii - Suksawat (Bang Phli - Bang Khunthian) expressway project, which decreased in 2006. The Company had cash available from new share issue of Baht 1,442 million, which helped push cash and shareholders' equity up. In view Far East Securities Co., Ltd. Page 13 of the Supreme Court's ruling to withhold the arbitrator's judgment for ETA to make payment to JV BBCD, with such court ruling not prejudicing JV BBCD's legitimate right to claims for the incremental expenses of Baht 6,040 million plus interest of 7.50% p.a., the Company must in accounting terms state an allowance for doubtful accounts on receivables from indemnity for incremental expenses in the consolidated financial statements, thereby leading the shareholders' equity to decrease. According to the joint agreement among JV BBCD members to waive the entire interest payable on loans from JV members, the Company recorded reversal of accrued interest payable of Baht 443 million in the revenue item of the income statement under the consolidated financial statements and income from deferred accrued interest receivable of Baht 13 million as expense in the income statement under the consolidated financial statements, thereby leading the shareholders' equity to increase. In 2006, the net debt to equity ratio stood at 1.85, down from 2.28 in 2005. 2.4 Shareholders CK's list of shareholders as of 21 September 2007, the latest closing date of share register, is as follows: Name No. of shares % holding 1. Trivisvavet Group 1.1 Mr. Tavorn Trivisvavet 21,277,200 1.47 1.2 Mr. Plew Trivisvavet 21,047,620 1.46 1.3 Mr. Prasert Trivisvavet 11,600,048 0.80 1.4 Mrs. Saikasem Trivisvavet 2,990,000 0.21 1.5 Mr. Kamthorn Trivisvavet 1,000 0.00 1.6 Mahasiri Siam Co., Ltd. 1/ 293,784,788 20.32 1.7 CH. Karnchang Holding Co., Ltd. 2/ 151,707,400 10.49 1.8 CK. Office Tower Co., Ltd. 3/ 75,000,000 5.19 1.9 Bang Pa-in Land Development Co., Ltd. 4/ 18,935,000 1.31 Total 596,343,056 41.25 2. TMB Bank Plc. 92,914,200 6.43 3. Thai NVDR Co., Ltd. 78,673,800 5.44 4. Mrs. Pranee Thongkittikul 56,308,920 3.89 5. State Street Bank and Trust Company for London 32,617,700 2.26 6. Mr. Charnnarong Vongsrinil 27,000,000 1.87 7. SCB Securities Co., Ltd. 22,314,900 1.54 8. HSBC (Singapore) Nominees Pte Ltd. 19,023,100 1.32 9. Nortrust Nominees Ltd. 15,984,800 1.11 10. Morgan Stanley & Co International Limited 13,048,300 0.90 11. Gerlach & Co.-Charles Schwab FBO Customers 9,271,000 0.64 12. State Street Bank and Trust Company 8,409,200 0.58 Far East Securities Co., Ltd. Page 14 Name No. of shares % holding 13. M.L. Prasobchai Kasaemsarn 2,430,200 0.51 Total 974,339,176 67.38 Notes: 1/ Trivisvavet Group holds 91.71% of total shares, the remaining is held by minor shareholders Companies in which all directors come from Trivisvavet Group. 2/ Trivisvavet Group holds 87.50% of total shares, the remaining is held by minor shareholders Companies in which all directors come from Trivisvavet Group. 3/ Trivisvavet Group holds 75.00% of total shares, the remaining is held by minor shareholders. 4/ Trivisvavet Group holds 41.66% of total shares, the remaining is held by minor shareholder 2.5 The Board of Directors The Board of Directors of CK as of 13 September 2007 is as follows: Name Position 1. Mr. Aswin Kongsiri Chairman 2. Mr. Plew Trivisvavet Chairman of the Executive Board and President 3. Mr. Narong Sangsuriya Director 4. Mrs. Saikasem Trivisvavet Director 5. Mr. Ratn Santaannop Director 6. Mr. Prasert Marittanaporn Director 7. Dr. Sombat Kitjalaksana Director 8. Mr. Anukool Tuntimas Director 9. Mr. Vitoon Tejatussanasoontorn Chairman of Audit Committee 10. Mr. Don Pramudwinai Audit Committee Member 11. Mr. Thawansak Sukhawun Audit Committee Member 2.6 Profile of CK. Office Tower Co., Ltd. 2.6.1 Background and nature of business operations CK Office Tower Co., Ltd. ("CK Office") was incorporated on 30 October 1992 with a registration number 0105535147922 by Trivisvavet Group to engage in land trade and property management by procuring land and construction or undertaking construction on land for sales, rent and lease for residential, commercial, public-sector office and industrial purposes. At present, CK Office has a registered and paid-up capital of Baht 300 million, divided into 3,000,000 ordinary shares each of Baht 100 par value. Its office is located at No. 587 Sutthisarnvinitchai Road,Dindaeng Sub-district, Dindaeng District, Bangkok. Its manpower as of 30 June 2007 was 11. CK Office's revenues come principally from lease of space and provision of services in Viriyathavorn Building and its car park building. Far East Securities Co., Ltd. Page 15 2.6.2 Financial and operational performances Summary of CK Office's financial status and performances audited by V.P. Associates as of 31 December 2004 - 2006 and internal accounts ended 30 June 2007: (Unit : Baht million) Financial Statements Audited Internal Accounts 31 Dec. 04 31 Dec. 05 31 Dec. 06 30 Jun. 07 Current assets Cash and deposits at financial institutions 9.15 2.45 2.42 6.06 Trade accounts receivable 19.91 26.28 28.38 24.47 Receivables and loans to other companies - 669.96 - 101.48 Other current assets 13.63 3.25 5.31 5.31 Total current assets 42.69 701.94 36.11 137.32 Non-current assets Receivables and loans to subsidiaries 124.05 102.01 94.18 - Investment in securities for sales 967.50 907.50 671.25 675.50 Land, building and equipment - net 451.72 412.69 373.56 354.11 Other non-current assets 6.97 4.31 4.31 4.84 Total non-current assets 1,550.24 1,426.51 1,143.30 1,034.45 Total assets 1,592.93 2,128.45 1,179.41 1,171.77 Current liabilities (more)