ANNUAL REPORT 2011/2012 (FOR JULY 1 TO DECEMBER 31, 2011) ANNUAL REPORT 2011/2012 (FOR JULY 1 TO DECEMBER 31, 2011) MBK PUBLIC COMPANY LIMITED บริษัท เอ็ม บี เค จำกัด (มหาชน) MBK PUBLIC COMPANY LIMITED 444, ชั้น 8, อาคาร เอ็ม บี เค เซ็นเตอร์ ถนนพญาไท แขวงวังใหม่ เขตปทุมวัน กรุงเทพฯ 10330 โทร : 0-2620-9000 แฟกซ์ : 0-2620-7000 444, 8th Floor, MBK Center Building, Phayathai Rd, Wang Mai, Pathumwan, Bangkok 10330 Tel : 0-2620-9000 Fax : 0-2620-7000 ICTORY E-mail : [email protected] www.mbk-center.co.th บริษัท เอ็ม บี เค จำกัด (มหาชน) MBK PUBLIC COMPANY LIMITED CONTENTS NET PROFIT 001 FINANCIAL HIGHLIGHTS 002 MESSAGE FROM CHAIRMAN YEAR OF THE BOARD OF DIRECTORS 2009 2,547 /2010 004 THE BOARD OF DIRECTORS EXECUTIVE MANAGEMENT 2010 1,294 006 /2011 008 MANAGEMENT TEAM 654 014 STRUCTURE OF MBK GROUP 2011 016 VISION OF MBK PUBLIC COMPANY LIMITED 018 NATURE OF BUSINESS OPERATIONS Million Baht 0 500 1,000 1,500 2,000 2,500 3,000 055 RISK FACTORS 064 TELEPHONE AND FAX NUMBERS OF TOTAL ASSETS & TOTAL LIABILITIES JURISTIC PERSONS WHICH MBK HOLDS MORE THAN 10% YEAR 26,682 068 SHAREHOLDING STRUCTURE 2009 14,605 AND MANAGEMENT /2010 GOOD CORPORATE GOVERNANCE 28,479 082 2010 15,839 102 PROFILES OF DIRECTORS AND EXECUTIVE /2011 MANAGEMENT OF THE COMPANY 14,205 27,065 111 CONNECTED TRANSACTION 2011 114 AUDIT COMMITTEE’S REPORT Million Baht 116 REPORT ON THE RESPONSIBLITY OF 0 5,000 10,000 15,000 20,000 25,000 30,000 THE BOARD OF DIRECTORS TOWARDS Total Assets Total Liabilities FINANCIAL REPORTS 117 REPORT OF THE NOMINATION REVENUE STRUCTURE OF AND REMUNERATION COMMITTE BUSINESS GROUP YEAR MANAGEMENT DISCUSSION AND ANALYSIS 2,529 118 2,437 OF THE FINANCIAL STATEMENTS 2009 770 2,798 REPORT OF INDEPENDENT AUDITOR /2010 131 393 3,311 225 GENERAL INFORMATION 3,150 2010 874 226 DISCLOSURE OF INFORMATION IN /2011 773 ANNUAL REPORT ACCORDING TO FROM 56-2 243242 3 1,817 227 CORPORATE SOCIAL RESPONSIBILITY 1,447 2011 489 4004 139 Million Baht 0 500 1,000 1,500 2,000 2,500 3,000 3,500 Revenue from Service and Rental Sales Revenue from Hotel Operations Other Revenue Revenue from Hire Purchase Annual Report 2011 / 2012 (For July 1 to December 31, 2011) MBK PUBLIC COMPANY LIMITED FINANCIAL HIGHLIGHTS Financial Highlights of MBK Public Company Limited and its subsidiaries (Unit : Thousand Baht) 30 JUN 2010 PERCENTAGE 30 JUN 2011 PERCENTAGE 31 DEC 2011 PERCENTAGE BALANCE SHEETS Total Assets 26,682,191 100.00 28,478,641 100.00 27,065,054 100.00 Total Liabilities 14,604,880 54.74 15,838,589 55.62 14,204,961 52.48 Total Shareholders’ Equity 12,077,311 45.26 12,640,052 44.38 12,860,093 47.52 FOR THE YEARS ENDED 30 JUNE FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2009/2010 PERCENTAGE 2010/2011 PERCENTAGE 2011 PERCENTAGE INCOME STATEMENTS Revenue from Service and Rental 2,529,007 29.50 3,311,389 39.65 1,816,694 42.33 Sales 2,436,745 28.42 3,150,364 37.72 1,446,831 33.71 Revenue from Hotel Operations 770,244 8.98 873,739 10.46 489,495 11.40 Revenue from hire purchase 39,101 0.46 242,603 2.91 138,877 3.24 Other Revenues 2,797,892 32.64 772,913 9.26 400,245 9.33 Total Revenues 8,572,989 100.00 8,351,008 100.00 4,292,142 100.00 Gross Profit 1,933,605 22.55 2,721,029 32.58 1,479,576 34.47 Net Profit attributable to equity holder of the parent 2,546,818 29.71 1,294,315 15.50 654,408 15.25 THE FINANCIAL RATIOS OF MBK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED 30 JUNE FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER UNIT 2009/2010 2010/2011 2011 Net Profit / Total Revenues % 29.71 15.50 15.25 Return on Average Equity * % 26.32 11.31 11.04**** Return on Average Assets % 10.82 4.69 4.72**** Earnings Per Share *** (THB) 16.82 8.55 4.32 Dividend Per Share (THB) 4.75 5.00 2.50** Book Value Per Share */ *** (THB) 73.60 77.50 79.10 Note * Shareholders’ equity represented equity attributable to the Company’s shareholders (excluding equity attributable to non- controlling interest of the subsidiaries). ** On 10 April 2012, the Board of Directors will propose to the Annual General Meeting of the shareholders to approve the dividend payment of Baht 2.50 per share from July 1 – December 31, 2011. *** Calculated from the number of ordinary shares which deducted by treasury stocks held by the Company and its subsidiaries. **** Annualized 001 Annual Report 2011 / 2012 (For July 1 to December 31, 2011) MBK PUBLIC COMPANY LIMITED IN THE SECOND HALF OF 2011 THAILANDTHAILAND HAD TO FACE THE CONTINUOUSUS RRECESSIONECESSION OF THE WORLD ECONOMY DUEE TTOO THE DEBDEBTT CRISIS IN EUROPE, THE UNEMPLOYMENTLOYMENT PROBLEM, THE FLUCTUATION OFOF THET OILL PRICEP THAT KEPT RISING IN THE GLOBALBALL MARKET, MARKMARRKET, THE PRESSURE FROM THE INCREASINGEASSINGNG INFLATION THAT CAUSED THE IINTERESTNTTETEREST RATE TO ADJUST UP, WHICH IN TTUTURN,URN, MADE THE PRICE OF CONSUMERR PRODUCTS AND COST OF LIVINGG TO GO UP AND SIGNIFICANTLY REDUCED THE PURCHASING POWER OF PEOPLE. MESSAGE FROM CHAIRMAN OF THE BOARD OF DIRECTORS Apart from the external factors, during the end of 2011, many parts of Thailand in the northern region, central region, Bangkok and its vicinity were also affected from the biggest flood in 50 years. There was a direct impact on the industrial production, consumption, investment, exportation and tourism industry. In addition, the political instability straightly affected the confidence of investors and consumers. Consequently, Thai economy in the fourth quarter of 2011 decreased by 9%. The performance of MBK and its subsidiaries (collectively “the Group”) from July 1 to December 31, 2011 was satisfactory. The total revenue amounted to THB 4,292.1 million, which was an increase of THB 222.4 million or 5.5% from the same period in the previous year. The net profit for equity holder of the Company was the total of THB 654.4 million, which increased from the previous year by THB 87.4 million or 15.4%. This was the result of the improving profit from the shopping center and hotel businesses, in comparison to the same period of the previous year. In terms of the financial status of the Group as at December 31, 2011, compared to the total balance as at June 30, 2011, the Group’s total assets accounted to THB 27,065.1 million, which was a decrease of THB 1,413.6 million or 5%. Its total liabilities amounted to THB 14,205.0 million, a decrease of THB 1,633.6 million or 10.3%. Its shareholders’ equity amounted to THB 12,860.1 million, an increase of THB 220.0 million or 1.7%. The Group’s total assets and liabilities decreased because the corporate bonds due during the 6-month period ending on December 31, 2011 were redeemed. Additionally, in order to have the accounting system meet the standard practice for the benefit of stakeholders who use the financial statement, the Company changed the fiscal year from July 1 – June 30 to January 1 – December 31 while the 6-month cycle will end on December 31, 2011. The new fiscal year began on January 1, 2012. Although the Group had to face unexpected events during the past year, the policy to invest in various types of business allowed the Group to grow continuously: In 2011/2012 (from July 1 – December 31, 2011) MBK continued to expand its investment, organized new marketing activities and renovated the interior of MBK Center to include, for example, the Muslim pray rooms or the 002 Annual Report 2011 / 2012 (For July 1 to December 31, 2011) MBK PUBLIC COMPANY LIMITED lobby area for tour guides. The internal facilities were also improved to increase its capacity to provide services for customers, local and foreign tourists. Paradise Park Shopping Center also consistently improved in order to become “the Greatest Shopping Paradise of Eastern Bangkok”. The floor plans and mix of stores were completely modified. The launching event taking place in August 2010. In addition, the Nine Neighborhood Center continued to offer new and impressive shopping experiences to customers. The flood situation also brought new group of customers who temporarily moved into the area near the shopping center. MBK assigned MBK Hospitality Management Company Limited to operate and manage its group of hotels. In addition, MBK had invested in 30% of equity shares of a joint venture project with Dusit Thani Group in the five-star resort hotel project in the Republic of Muldives under the name ‘Dusit Thani Maldives Hotel’. The total capital of the project approximately amounted to THB 2,400 million. The hotel is planned to operate in March 2012. As to other hotels in MBK Group, there were still developments and improvements to increase the convenience, modernity and satisfaction for customers. The improvements included the renovation of guestrooms and facilities within the hotels, and the installation of WIFI. Furthermore, there were also marketing campaigns to draw in both local and foreign tourists in different traveling seasons in each country. The golf business in Phuket is operated by MBK Resort Public Company Limited while the golf courses in Pathum Thani are operated by Riverdale Golf and Country Club Company Limited. The total space of all golf courses is approximately 1,400 Rai.