IVL: Indorama Ventures Public Company Limited | Annual Report
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PTA Vision EO/EG Indorama Ventures will be one of the leading global producers in the polyester space with our key focus on people and processes, thus making us one of the most admired companies in the world. PET Mission We will continuously upgrade the quality of our products and services through the involvement of stakeholders and by utilizing world-class processes to attain customer delight, Fibers and thus becoming a preferred supplier. We will institutionalize Yarns people learning as a key factor for business growth. Wool Value People First Social Responsibility We believe that people are our core strength, be it our We believe in being responsible and caring for society; employees, suppliers, customers, shareholders or other maintaining as well as enhancing the environment around us. stakeholders. Their involvement and satisfaction are the key drivers for our success and growth. Customer Delight Corporate Governance We believe we exist because of our customers. We focus We believe in transparency, accountability and ethics. our activities to achieve customer delight and loyalty for a We aim to achieve the highest degree of governance in long lasting relationship. accordance with best practice. “Investors can study the additional information of the Company from the Annual Registration Statement (Form 56-1) as shown in the SEC website, www.sec.or.th or the Company website, www.indoramaventures.com” CONTENTS INDORAMA VENTURES PUBLIC COMPANY LIMITED 2 70 Performance Highlights Strategy and Overview of Business Operation 4 82 Financial Highlights Nature of Business 8 101 • Message from the Chairman Management Discussion and Analysis • Message from the Group CEO • Message from the CEO - PET 121 p.08 and Feedstock Business Risk Factors • Message from the President - Polyester Business 128 • Message from the President - Wool Business Internal Control and Risk Management 22 132 IVL Group Corporate Structure Connected Transactions p.145 24 144 General Information Dividend Policy 25 145 Investment by IVL including in core subsidiaries Corporate Governance Report 2013 36 184 Board of Directors Corporate Social Responsibility and Sustainability p.61 50 Management Structure 198 60 Report of Sub-Committees Shareholders 204 Report of the Board of Directors’ 61 Responsibilities for the Financial Statements IVL Global Awards 2013 p.82 207 Independent Auditor’s Report and Financial Statements 2013 PERFORMANCE HIGHLIGHTS US$ Million Baht Million Yr’13 Yr’12 (R) Yr’13 Yr’12 (R) (1) Consolidated Sales 7,456 6,779 229,120 210,729 PET resins 4,765 4,292 146,418 133,422 Fibers & Yarns 1,561 1,359 47,968 42,236 Feedstock 2,291 2,210 70,391 68,693 (1)Consolidated (2)Core EBITDA (3)487 461 14,966 14,334 financials are based PET resins 248 208 7,636 6,469 upon elimination of Fibers & Yarns 95 72 2,910 2,233 intra-company (or intra Feedstock 145 177 4,456 5,500 business segment) Depreciation (229) (216) (7,051) (6,719) transactions Core EBIT 258 245 7,915 7,615 (2)Core EBITDA is Interest (118) (102) (3,627) (3,175) Consolidated EBITDA Core Profit before tax 140 143 4,287 4,440 less Inventory gain/ (loss) Current tax (10) (19) (302) (580) Effective current tax % 7% 13% 7% 13% (3)2013 Core EBITDA Deferred tax (32) (48) (991) (1,492) includes a business Core Profit before JV and NCI 97 76 2,994 2,368 interruption insurance Joint Ventures Income/(Loss) (24) (29) (741) (889) claim of US$ 5/tonne Non-controlling interests (6) (5) (191) (164) (US$ 29 MM) Core Net Profit after tax and NCI 67 42 2,062 1,315 (4)CAPEX and investment 224 1,357 6,885 42,183 (4)CAPEX and investment Net Operating Debt 2,224 2,320 72,991 71,061 are on a cash basis as Total Equity 1,876 1,847 61,568 56,565 per cash flow statement Net Operating Debt to Equity 1.2 1.3 1.2 1.3 Net Operating Long Term Debt to Equity 0.9 1.0 0.9 1.0 (5)Ottana partial Net Operating Core ROCE (before JV's) 6.4% 6.1% 6.0% 6.2% impairment US$ 12 million (IVLshare) Core Net Profit after tax and NCI 67 42 2,062 1,315 Add: Inventory gain/(loss) (30) 2 (928) 76 (6)Periods with (R) are Add: Non Operational/Extraordinary income/(expense) 6 43 192 1,349 restated numbers as Acquisition expenses 1 (12) 32 (387) per change in Thai Gain on bargain purchase 3 5 87 148 Accounting Standards Insurance claims (flood related) 26 60 791 1,853 (5)Impairment of assets (incl. Ottana) (13) - (385) - Restructuring expenses (Debt & Tax) (10) - (320) - Workington Mothball (3) - (94) - Other extraordinary gain/(loss) 3 (9) 81 (265) = Net profit after tax and NCI 43 88 1,326 2,740 2 INDORAMA VENTURES PUBLIC COMPANY LIMITED PERFORMANCE CHARTS 2012 (R) 2013 2012 (R) 2013 2012 (R) 2013 Consolidated Sales Core EBITDA Core Net Profit after tax and NCI (Baht Million) (Baht Million) (Baht Million) 1,315 2,062 14,334 14,966 210,729 229,120 2012 (R) 2013 2012 (R) 2013 2012 (R) 2013 Net Operating Debt to Equity Net Operating Long Term Net Operating Core ROCE (times) Debt to Equity (before JV’s) (times) (%) 6.2 1.3 1.0 6.0 1.2 0.9 3 2013 ANNUAL REPORT FINANCIAL HIGHLIGHTS The following table sets forth summary of the consolidated financial statements of Indorama Ventures Public Company Limited from 2011 to 2013 Statements of Financial Position (Consolidated Financial Statements) As of December 31 Unit: Baht million 2011 2012 Restated % Restated % 2013 % Assets Current assets Cash and cash equivalent 12,036.2 8.1 4,374.2 2.5 4,114.4 2.2 Current investments 5,688.5 3.8 227.6 0.1 262.6 0.1 Trade accounts receivable 24,445.7 16.5 25,596.9 14.8 28,827.2 15.2 Short-term loans to related parties - - 0.2 0.0 0.6 0.0 Inventories 21,441.4 14.5 24,679.5 14.3 28,939.6 15.3 Other current assets 4,220.6 2.8 5,106.1 3.0 6,278.3 3.3 Total current assets 67,832.4 45.8 59,984.5 34.8 68,422.6 36.2 Non-current assets Investment in jointly-controlled entity 5,278.6 3.6 5,124.4 3.0 2,887.5 1.5 Other long-term investments - - 105.0 0.1 99.0 0.1 Long-term loan to related parties - - 60.8 0.0 98.4 0.1 Property, plant and equipment 67,507.1 45.6 86,724.6 50.3 96,213.5 50.9 goodwill 463.8 0.3 7,485.4 4.3 8,018.7 4.2 Intangible assets 4,593.3 3.1 10,430.9 6.0 11,245.7 5.9 Defered tax assets 1,399.9 0.9 1,100.5 0.6 1,185.1 0.6 Other non-current assets 1,015.9 0.7 1,457.7 0.8 871.2 0.5 Total non-current assets 80,258.6 54.2 112,489.4 65.2 120,619.2 63.8 Total assets 148,091.1 100.0 172,473.9 100.0 189,041.8 100.0 Liabilities and equity Current liabilities Bank overdrafts and short-term loans from financial institutions 13,685.7 9.2 13,371.2 7.8 16,075.4 8.5 Trade account payable 17,979.9 12.1 22,305.1 12.9 25,663.2 13.6 Current portion of long-term loans from financial institutions 6,440.1 4.3 5,609.1 3.3 3,921.9 2.1 Current portion of finance lease liabilities 18.4 0.0 41.1 0.0 5.2 0.0 Income tax payable 875.5 0.6 1,016.7 0.6 700.9 0.4 Other current liabilities 4,213.1 2.8 4,932.2 2.9 6,613.9 3.5 Total current liabilities 43,212.7 29.2 47,275.4 27.4 52,980.5 28.0 Non-current liabilities Long-term loans from financial institutions 33,706.3 22.8 39,980.9 23.2 41,463.3 21.9 Debentures 7,468.7 5.0 21,623.8 12.5 23,795.7 12.6 Finance lease liabilities 40.1 0.0 3.3 0.0 4.6 0.0 Deferred tax liabilities 2,884.5 1.9 5,337.5 3.1 6,924.8 3.7 Employee benefit obligations 773.9 0.5 880.0 0.5 961.8 0.5 Other non-current liabilities 1,853.1 1.3 808.2 0.5 1,343.4 0.7 Total non-current liabilities 46,726.5 31.6 68,633.7 39.8 74,493.6 39.4 Total liabilities 89,939.2 60.7 115,909.2 67.2 127,474.1 67.4 Equity Share capital Authroized share capital 4,815.9 3.3 4,815.9 2.8 4,815.9 2.5 Issued and paid-up share capital 4,814.3 3.3 4,814.3 2.8 4,814.3 2.5 Reserve Share premium 29,774.6 20.1 29,774.6 17.3 29,774.6 15.8 Unrealised surpluses (deficits) Revaluation surplus 1,569.4 1.1 1,322.7 0.8 1,109.4 0.6 Hedging reserve (89.8) (0.1) (42.2) (0.0) (8.4) (0.0) 4 INDORAMA VENTURES PUBLIC COMPANY LIMITED As of December 31 Unit: Baht million 2011 2012 Restated % Restated % 2013 % Currency translation differences (752.5) (0.5) (1,971.9) (1.1) 2,499.8 1.3 Excess of cost over book value of acquired subsidiaries (3,295.0) (2.2) (3,295.0) (1.9) (3,295.0) (1.7) Differences arising from common control transactions (1,235.6) (0.8) (1,235.6) (0.7) (1,235.6) (0.7) Retained earnings Appropriated Legal reserve 1,326.2 0.9 1,739.5 1.0 1,832.7 1.0 Unappropriated 25,862.1 17.5 25,131.0 14.6 25,013.6 13.2 Equity attributable to owners of the Company 57,973.7 39.1 56,237.4 32.6 60,505.5 32.0 Non-controlling interests 178.2 0.1 327.3 0.2 1,062.2 0.6 Total equity 58,151.9 39.3 56,564.7 32.8 61,567.8 32.6 Total liabilities and equity 148,091.1 100.0 172,473.9 100.0 189,041.8 100.0 Statements of Income (Consolidated Financial Statements) For the year ended December 31 Unit: Baht million 2011 2012 Restated % Restated % 2013 % Income Revenue from sale of goods 186,119.5 100.0 210,729.0 100.0 229,120.4 100.0 Net foreign exchange gain - - 751.2 0.4 267.0 0.1 Interest income 488.1 0.3 272.6 0.1 152.6 0.1 Gain on a bargain purchase 7,472.8 4.0 147.5 0.1 - - Impact of flooding, net - - 1,873.0 0.9 1,690.2 0.7 Other income 823.8 0.4 949.6 0.5 1,126.3 0.5 Total income 194,904.2 104.7 214,723.0 101.9 232,356.6 101.4 Expenses Cost of sale of goods 165,781.1 89.1 193,483.5 91.8 211,779.0 92.4 Selling and administrative expenses 9,722.3 5.2 11,817.9 5.6 12,772.1 5.6 Net foreign exchange loss 248.9 0.1 - - - - Management benefit expenses 127.0 0.1 109.0 0.1 76.1 0.0 Impairment losses due to flood 1,644.7 0.9 - - - - Total expenses 177,524.1 95.4 205,410.4 97.5 224,627.2 98.0 Share of profit of jointly-controlled entity 1,166.5 0.6