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Note to Financial.Indd l TTG Travel Awards The Best Local Hotel Chain By TTG Asia Media Pte., Ltd. l Best Hotel Award-Far East & Australasia Gold Award 2009 By Virgin Holiday l Thailand Tourism Awards By Tourism Authority of Thailand l IIDA New York Interior Design Award 2009 By IIDA New York, the US professional networking and education Association, under its 2009 Lester Dundes Interior Design Competition l Green Globe Benchmarked Silver Status 2009 l The Green Leaf (2-3 leaves) 2009-2011 By Green Leaf 2009-2011 l Green Accommodations - Gold Class Awards 2009-2011 By Department of Environmental Quality Promotion l Readers Choice Awards for Fifty Five Restaurant By Lifestyles + Travel’s Readers’ Choice Award 2009 l Thailand’s Best Restaurant 2009 By Thailand Tatler Magazine l Gold Spa Awards Thailand 2009 By Ministry of Public Health l Gold Awards Asia Spa & Wellness Festive 2009 l Smart Travel Asia Best in Travel Poll 2009 By www.smarttravelasia.com l A Smoke Free Hotel 2009-2011 By Green Leaf Foundation and Thai Health Promotion Foundation l Truehits.net Web Award, the Most Visited Hotel Sit By National Scienceand Technology Development Agency (NSTDA) and Ministry of Science and Technology (MOST) l Top Revenue Producer to Wotif Among Krabi Hotels By Wotif.com, Asia Web Direct, Late Stay.com l Best Newcomer Award Wotif Top Producer for Year 2008-2009 By Wotif.com, Asia Web Direct, Late Stay.com Contents 03 4-5 • Financial Highlights 6 • Message from The Chairman 7 • Message from The Chairman of Executive Board 8-9 • Board of Directors 10-11 • Group History 12 • Sustainability Vision and Corporate Social Responsibilities 13-17 • Overview Hotels & Resorts 18-19 • Perfermance of Central Restaurants Group 20-21 • Report of the Audit Committee 22 • Report of the Nomination and Compensation Committee 23 • Report of The Board of Directors’ Responsibilities for Financial Statements 24-65 • 2009 Audit Report and Financial Statements 66-72 • Analysis and Explanation of the Financial Statements and Operating Result 73-74 • Nature of Business 75 • Revenue Stucture 76 • Future Projects 77-78 • Risk Factors 79-83 • Policy on Corporate Governance 84-86 • Detail of Director 87 • List of Shareholders 88 • Directors and Management Remuneration 89 • Auditor’s Fee 90-93 • Good Corporate Governance 94-102 • Connected Transactions 103-104 • General Information of Business Held by the Company 10% Upward 105 • Company’s General Information 106 • Information of Debentures 107 • Other Reference Firm 108-109 • Corporate Management TOTAL CONSOLIDATED REVENUE (BAHT MILLIONS) NET PROFIT AFTER TAX (BAHT MILLIONS) 8,536 53.1 2009 2009 8,207 346.0 2008 2008 7,182 397.9 2007 2007 6,849 417.2 2006 2006 6,239 536.0 2005 2005 2006: Gain on sale of floating hotel 107.4 million 2006: Including gain on sale of floating hotel of 107.4 million 2009 and 2008: Various extra-ordinary loss totalling Baht 102.7 million and 111 million respectively* HOTEL AND FOOD REVENUE (BAHT MILLIONS) EARNINGS PER SHARE (BAHT) 4,575 0.04 2009 3,961 2009 0.26 4,701 2008 2008 3,506 0.29 2007 4,295 2007 0.38 2,887 2006 4,150 0.60 2006 2005 2,699 EPS of year 2005 are calculated using 900 million shares (equivalent to Baht 1 per share) for comparative to 3,864 year 2006 - 2009. 2005 2,375 Hotel Revenue Food Revenue SHAREHOLDERS EQUITY (BAHT BILLIONS) 2006: Including gain on sale of floating hotel of 107.4 million 6.3 2009 TOTAL CONSOLIDATED ASSETS (BAHT BILLIONS) 6.4 19.8 2008 2009 4.4 2007 17.6 2008 4.3 2006 11.8 2007 3.5 2005 9.9 2006 8.0 2005 *Details as shown in ANALYSIS AND EXPLANATION OF THE FINANCIAL STATUS AND OPERATING RESULT SECTION Financial Highlights 05 Unit : Million Baht 2009 2008 2007 Consolidated Separated Consolidated Separated Consolidated Separated(6) (Restated) (Restated)(5) Operating Results Revenues from sales 8,277.0 972.7 8,024.1 960.2 7,073.9 958.5 Total revenues 8,536.4 1,751.2 8,206.6 1,834.4 7,182.0 1,890.5 Gross profi t 4,437.1 474.0 4,363.1 518.5 3,962.7 530.2 Earnings before interest expenses and income tax 455.4 340.6 714.2 689.1 807.7 635.5 Net profi t 53.1 164.3 346.0 490.5 397.9 446.6 Financial Position Total assets 19,817.0 13,204.3 17,641.3 13,100.7 11,790.7 9,222.1 Total liabilities 13,540.4 9,149.5 11,208.7 9,075.3 7,372.0 5,464.6 Interest bearing debts(1) 8,251.9 6,298.2 6,244.2 6,663.4 5,762.8 4,725.8 Shareholders’ equity 6,276.6 4,054.8 6,432.6 4,025.4 4,418.7 3,757.5 Retained earnings(2) 1,735.5 1,733.9 1,817.4 1,704.6 1,656.6 1,389.7 Weighted Average Number of 1,350 1,350 1,350 1,350 1,350 1,350 ordinary shares (million shares) Key Financial Ratios Net profi t margin (%)(3), (4) 1.8% -0.8% 5.6% 10.5% 5.5% 6.1% Return on assets (%)(4) 0.8% 1.2% 2.6% 3.7% 3.4% 4.8% Return on equity (%)(4) 2.5% 4.1% 7.1% 12.2% 9.0% 11.9% Interest bearing debts / Equity (times) 1.3 1.6 1.0 1.7 1.3 1.3 Total liabilities / Equity (times) 2.2 2.3 1.7 2.3 1.7 1.5 Earnings per share (Baht) 0.04 0.12 0.26 0.36 0.29 0.33 Dividend per share (Baht) n/a TBA n/a 0.10 n/a 0.13 Book value per share (Baht) 4.65 3.00 4.76 2.98 3.27 2.78 (1) Interest bearing debts in Separated fi nancial statements include loans from subsidiaries. (2) Retained earnings include appropriated retained earnings for legal reserve. (3) Net profi t margin in Separated fi nancial statements exclude dividend income, land rental expenses payable to the property fund, loss from impairment of investment in subsidiary and loss from guarantee provision. (4) Net profi t margin, Return of assets and Return on equity in Consolidated fi nancial statements were excluded extra-ordinary items as follows: FY/2009 - loss from discontinuation of QSR trademarks, loss from guarantee provision and extra-gain from investment in property fund accounted for equity method, totaling Baht 102.7 million. FY/2008 - loss from impairment of assets, loss from written-off assets, loss from discontinuation of QSR trademark and income/ expenses relating to the property fund, totaling Baht 111 million. (Details of above extra-ordinary items of year 2009 and 2008 were shown in ANALYSIS AND EXPLANATION OF THE FINANCIAL STATUS AND OPERATING RESULTS section) FY/2006 - gain from sale of fl oating hotel of Baht 107.4 million in Q2/2006. (5) Consolidated fi nancial statements: Starting from 1 April 2007, the Company has changed its accounting policy for interest in joint ventures from proportionate method to equity method, according to TAS 46 (revised 2007) “Interest in Joint Venture”. The change in accounting policy has no effect on consolidated net profi t in the consolidated fi nancial statements, but has effects on each item of consolidated revenues and expenses, by decreasing revenues and expenses. The change in accounting policy has been applied retrospectively. (6) Separated fi nancial statements: Starting from 1 January 2007, the Company has changed its accounting policy for investments in subsidi- ary companies and jointly-controlled entities from equity method to cost method. To comply with the change, the Company has restated its fi nancial statements retrospectively. As a result, the Company’s profi t and retained earnings in separated fi nancial statements may differ from those in consolidated fi nancial statements. However, the change has just only the accounting adjustments which has no effect to the company’s operation factors. 06 Massage from The Chairman Rather than dwelling on the negative aspects of the international and domestic situation and the consequent downturn in the hospitality industry, I would like to take this opportunity to share with you the positive achievements that have caused CENTARA Hotels & Resorts (CHR) to perform significantly above the industry average in 2009. The opening of the Centara Grand Mirage Beach Resort Pattaya was a milestone in the development of our company, and the property has already proved to be immensely successful. As part of our branding strategy, we have launched the Centara Boutique Collection with Siripanna Villa Resort Chiang Mai. Initial indications are that the concept is very well received. Another highly significant development was the opening of our first two overseas properties; namely Centara Grand Island Resort & Spa Maldives and Moksha Himalaya Spa Resort in India, both in late 2009. Again, the feedback has been exceptionally encouraging. Our third overseas property will open in Egypt during 2010. During the course of 2010 there will be many more CENTARA properties opened, both in Thailand and abroad, spearheaded by our own 5-star Centara Grand Beach Resort Phuket scheduled to open in the third quarter of 2010. In accordance with our asset-light strategy, the Company has continued to focus on expanding its hotel management services, resulting in 30% increase in management fee income in 2009. During 2009, CHR has been able to sustain a satisfactory average occupancy rate of 60.5% and minimise the decline in its REVPAR to 9%; compared to the industry-wide drop of 7.1% points in occupancy and 17.3% decrease in REVPAR.
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