Portion of the Company’ shareholders (76,262) (9.70) (105,420) (12.53) 80,044 7.70
Portion of non-controlling interests in subsidiary (20,898) (2.66) (22,324) (2.65) (43,057) (4.14)
(97,160) (12.35) (127,744) (15.18) 36,987 3.56
Basic Earnings (loss) per Share
Loss (Baht per share) (0.02) (0.02) 0.02
Weight average number of common shares
(Thousand Shares) 4,605,590 4,605,590 4,657,987
CASHFLOW
Particulars (Unit : Thousand Baht)
31 December 2013 31 December 2014 31 December 2015 (Audited) (Audited) (Audited) Cash Flows from Operating Activities (Audited)
Profit (loss) for the year (97,640) (126,206) 37,310
Adjustments to reconcile profit (loss) to net cash
Provided from (used in) operation activities
Depreciation and amortization 88,850 88,368 63,290
Loss (gain) on exchange rate 716 (2,078) 2,842
Loss (gain) on disposal of assets 60 (394) 2,160
Allowance for impairment of assets - 8,554 13,263
Allowance (reversal of allowance ) for doubtful accounts-
related companies (400) 19,946 (79,765)
Decline value of inventories (468) (614) (1,886)
Amortization of consumables - - (122)
Page 13/16 (Audited) (Audited) (Audited) Loss from the amortization of the right to use the pier - - 509,928
Decreased provision of gypsums relocation cost 28,511 (2,104) (30,965)
the reversing entry of the accrued compensation expense and debts under joint operating agreement
- - (250,665)
Deferred revenue - - -
Profit from the debt restructuring (3,680) (237) (258,290)
Interest income (145) (58) (39)
Interest paid 5,951 5,252 3,780
Provision for employee benefits
obligation (199) 310 511
Gain (loss) from operations before changes in operating
(35,467) (9,261) 11,352
Decrease (Increase) in Operating Assets
Trade accounts receivable and other receivables-related
companies (3,724) (16,090) (45,341)
Trade accounts receivable and other receivables-general 1,494 7,551 99,176
Inventories 69,729 (66,709) (10,880)
Other current assets (34,815) 27,511 7,877
Other non-current assets (3) 1 -
Increase (Decrease) in Operating Liabilities
Trade accounts payable and other payable-related
companies (1,592) (4,356) 19,744
Trade accounts payable and other payable-general (4,102) 32,468 (11,359)
Liabilities of guaranteed of debentures - - (46,956)
Advance received from customer –related companies (129) (900) (39,861)
Advance received from customer –others (22,471) 12,293 14,853
Accrued compensation expense and debts under joint
operating agreement 67,493 68,595 15,567
Other current liabilities 3,072 (849) 44,378
Other non-current liabilities 250 300 -
Page 14/16 Financial Ratios 31 December 2013 31 December 2014 31 December
2015
Liquidity(times) 0.34 0.33 1.03
Gross Profit 17.06% 15.74% 20.67%
Net Profit -11.87% -14.92% 3.34%
Yield per shareholder N/A N/A N/A
Yield from assets -11.99% -11.65% -4.48%
Debt to Portion of shareholders ratio(times) -6.08 -3.89 6.23
Financial Statements Analysis Business Overview
In 2015, the Company and the subsidiary had the assets in the amount of 392.90 Million Baht, which decreased from 2014 in the amount of 538.22 Million Baht. The liabilities in 2015 was in the amount of 338.53 Million Baht, decreased from 2014 in the amount of 915.21 Million Baht. The profit in 2015 was in the amount of 37.31 Million Baht, divided into the portion of shareholders in the amount of 80.37 Million Baht, and portion of non-controlling interests in subsidiary having loss in the amount of 43.06 Million Baht. After considering the operating result of this accounting period, the profit increased in the amount of 164.73 Million Baht, or increased by 128.95% when compared with the loss of the portion of shareholders. Because in 2015, the Company had the profit from debt restructuring and the reversing entry of the accrued compensation expense and debts under joint operating agreement.
With regard to the subsidiary, it was under the absolute receivership according to the order of Bankruptcy Court. Accordingly, the subsidiary was unable to operate its business as usual since 2011. The subsidiary had no revenue from operation while it had the cost and expenses according to agreement. Later, in March 2015, Central Bankruptcy Court had ordered to dismiss the request of the subsidiary which objected the order of the receiver, as a result, the joint agreement on the development of area of pier between the subsidiary and Industrial Estate Authority of Thailand had terminated. Such factor had material effect in the value of right to use the pier including other assets in the financial statements the subsidiary. During the accounting period, the subsidiary had the amortization of the right to use the pier in the amount of 509.93 Million Baht from the account, as a result, the subsidiary’s operation would be greatly and continuously affected upto the future. Therefore, the subsidiary suffered the net loss in 2015, the Company must record the loss due to the depreciation of investment in its subsidiary in the amount of 636.00 Million Baht. Accordingly. The Company’s financial statements had the net loss in the amount of 316.10 Million Baht in 2015.
On 3 November 2015, the Supreme Court ordered to dismiss the request for business rehabilitation plan according to the judgement of the Central Bankruptcy Court. The judgement was the consequence of the appeal of Industrial Estate Authority of Thailand having been filed to the Supreme Court in 2009. However, the Supreme Court’s order to dismiss the request for business rehabilitation plan did not affect any action having been taken by the receiver or the plan executive prior to the issuance of the Supreme Court’s order. At present, the Company has the status of a listed company in SET which has already passed the procedure of business rehabilitation through the Central Bankruptcy Court. Therefore, the authority, duty of management of Company’s properties belonged to the Company’s executives again, as a result, the shareholders have the right according to laws.
In December 2015, the Company increased its capital in the Private Placement in the amount of 340 Million Baht in order to bring the money to repay debt according to the request for the debt restructuring or the creditors under the previous business rehabilitation plan. As a result, the Company was able to restructure the debt exceeding 75%. Moreover, the Company had appointed the financial advisor to study the guideline for the amalgamation with a related company in order that the Company would be able to operate its businesses with sustainable profit. Accordingly, the Company forecasted that it would be able to take action to have the qualification and to have no cause of delisting within the period of time specified by SET.
Page 15/16 Operating Result
In 2015, the Company and the subsidiary had profit in the amount of 36.99 Million Baht, divided into the portion of shareholders in the amount of 80.37 Million Baht, and portion of non-controlling interests in subsidiary having loss in the amount of 43.06 Million Baht. After considering the operating result of this accounting period, the profit increased in the amount of 184.25 Million Baht, or increased by 177.36 % when compared with the loss of the portion of shareholders in 2014, in the amount of 103.88 Million Baht. The Company would like to summarize the items with material change as follows:-
-The Company and the subsidiary had the revenue from sale and service in the amount of 1,039.61 Million Baht, or increased in the amount of 198.28 Million Baht or representing 23.57 % when compared with 2014 where the revenue from sale and service was in the amount of 841.33 Million Baht. Because the Company was able to sell more chemical product and the price of sulfuric acid in the world market increased when compared with the previous year. Moreover, the Company had adjusted the method of sale and had fixed the structure of selling price of ammonia to the customers since August 2015. As a result, the revenue from sale of chemical product increased when compared with the revenue in the same period of previous year, in the amount of 176.64 Million Baht, or increased by 24.53%. In addition, the Company and the subsidiary also had the revenue from service in the amount of 142.83 Million Baht or increased in the amount of 21.64 Million Baht or representing 17.86% when compared with the revenue previous year, where the revenue from service was in the amount of 121.19 Million Baht.
-Cost of sale and service of the Company and the subsidiary of this year was in the amount of 824.77 Million Baht, increased in the amount of 115.86 Million Baht or representing 16.34% from the amount 708.91 Million Baht when compared with the previous year. Because the cost of chemical product sale increased in the amount of 113.59 Million Baht or representing 16.78%, and the cost of service increased in the amount of 2.27 Million Baht or representing 7.07%, when compared with the year 2014.
-The Company and the subsidiary had the gross profit in the amount of 214.84 Million Baht, or increased in the amount of 82.42 Million Baht or representing 62.24 % when compared with the same period of previous year where the gross profit was only in the amount of 132.42 Million Baht.
-The Company and the subsidiary had the profit before expenses in the amount of 802.43 Million Baht, or increased in the amount of 665.14 Million Baht or representing 484.48 % from the profit in the amount of 137.29 Million Baht of the previous year. Because the Company had other revenue in the amount of 78.64 Million Baht, or increased in the amount of 74.01 Million Baht or representing 1597.69 % when compared with 2014. In addition, the Company had the profit from the debt restructuring in the amount of 258.29 Million Baht, the reversing entry of the accrued compensation expense and debts under joint operating agreement in the amount of 250.67 Million Baht
-In this accounting period, the Company and the subsidiary had the gross expenses in the amount of 501.63 Million Baht, or increased in the amount of 501.63 Million Baht or representing 190.37 % when compared with the previous year. Because, this year, the Company had the loss from the amortization of the right to use the pier in the amount of 509.93 Million Baht, expenses of factory temporary suspension of product manufacture in the amount of 100.82 Million Baht, the expense from cessation of usage of pier in the amount of 40.97 Million Baht, Selling expenses in the amount of 20.60 Million Baht, Administrative expenses in the amount of 51.57 Million Baht, loss from the guarantee obligation in the amount of 35.20 Million Baht, doubtful debt in the amount of 51.57 Million Baht and Financial costs in the amount of 4.71 Million Baht.
Profitability
In 2015, the Company and the subsidiary had the gross profit in the amount of 20.67 Million Baht, while the net income was by 3.34% because the Company had more revenue from the sale of chemical product and sulfuric acid. Moreover, the Company had the profit from debt restructuring, decrease of provision for the gypsum relocation and the reversing entry of the accrued compensation expense and debts under joint operating agreement.
Page 16/16 Ability of Property Management
The Company and the subsidiary had the ratio of yield and the ratio of yield from the fixed assets by 12.14% and 34.14 respectively, which increased from the previous year. Because the Company and the subsidiary had more net profit as earlier mentioned. Additionally, the Company had recorded the depreciation of the parts of land, building and factory equipment which were impaired, amortization of the right to use the pier of the subsidiary.
Liquidity and Capital Adequacy
In 2015, if we considered the overall liquidity, the Company and the subsidiary’s liquidity ratio was at good level i.e. 1.03 ratios in 2015. The ratio increased due to the increase of current assets which was in the amount 100.04 or representing 52.34 (it mainly incurred from more cash and cash equivalents) and Trade accounts receivable and other receivables of the related companies when compared with the same period of 2014.
The current liabilities decreased in the amount of 295.52 Million Baht, or representing 51.01% , it mainly incurred from Accrued compensation expense and debts Under joint operating agreement which decreased in the amount of 235.10 Million Baht, Liabilities of guaranteed of debentures increased in the amount of 46.96 Million Baht, Liabilities under rehabilitation plan (which was due in year 1) increased in the amount of 440.1 Million Baht and Advance received from customer decreased in the amount of 25.01 Million Baht, other current liabilities increased 44.38 Million Baht and the trade accounts payable increased in the amount of 11.23 Million Baht.
However, the Company still needs the working capital to be used in business for the maintenance of factory and for business expansion, the source of fund would be from the bank’s loan and the capital increase in the near future.
Financial Status of the Company and the Subsidiary Financial Status
As of 31 December 2015, the Company and the subsidiary’s total assets were in the amount of 392.90 Million Baht, total liabilities were in the amount of 338.53 Million Baht, net portion of the Company’s shareholders was in the amount of 54.66 Million Baht or net share value was 0.02 Baht per share. The summary of financial status was as follows:-
Total assets decreased in the amount of 538.22 Million Baht or decreased by 57.80% when compared with the accounting period of 2014 year-end because the Company and the subsidiary’s current assets increased in the amount of 100.04 Million Baht or increased by 52.34%, while the Company and the subsidiary’s non-current assets of this accounting period decreased in the amount of 638.26 Million Baht or decreased by 86.25%;
The total liabilities decreased in the amount of 915.21 Million Baht or decreased by 73.00% when compared with the accounting period of 2014 year-end because the Company and the subsidiary’s current liabilities decreased in the amount of 295.52 Million Baht or decreased by 5101%, while non- current liabilities decreased in the amount of 619.69 Million Baht or decreased by 91.89%;
Moreover, the Company and the subsidiary’s portion of shareholders was in the amount of 54.37 Million Baht, or increased in the amount of 376.99 Million Baht or increased by 116.85% when compared with the accounting period of 2014 year-end where portion of shareholders was in the amount of (323) Million Baht, because the Company had increased the capital in the amount of 340 Million Baht and the subsidiary’s current retained loss decreased in the amount of 80.17 Million Baht and portion of non-controlling interests increased in the amount of 43.06 Million Baht. Accordingly, the Company and the subsidiary’s net book value was in the amount of 0.02 Baht per share.
Page 1/6 Overview of the Business Operation and the Performance of Chemicals and Aromatics (Thailand) Co.,Ltd.
(Source : Report of Study on the Guideline of the Merger & Acquisition of Finnara V Consultant Co.,Ltd. and the Audited Financial Statement of C&A (2012-2014) and Internal Financial Statement of 2015)
General Information
Company’s Name: Chemicals and Aromatics (Thailand) Co.,Ltd. English name: Chemicals and Aromatics (Thailand) Co.,Ltd. Registration date: 14 October 1988
Company’s registration number: 0105531081421 (previous Reg.No.8142/2531) Registered capital: 30,000,000 Baht
Paid-up capital: 30,000,000 Baht
Business category: To manufacture and distribute the petrochemical products
Head office location: No.88, SC Group Building, 4th Floor, the Parkland Road (Bangna- Trad Km.5), Bangna Sub-district, Bangna District, Bangkok 10260.
Tel.No.: 02-3480580-6
Branch Office 001 Location: No.9/25, Moo 4, Buengyeetho Sub-district, Thanyaburi District, Pathumthani Province
Branch Office 002 Location: No.105, Moo 2, Surat-Paknam Road, Bangkung Sub-district, Mueang Suratthani District, Suratthani Province
Tel.No.: 02-341-9000
Telefax: 02-341-9099
Policy and Business Operation Overview
Chemicals and Aromatics (Thailand) Co.,Ltd.(“C&A”) was firstly established under the name “CNA (Thailand) Co.,Ltd.” on 14 October 1988. The initial registered capital was in the amount of 10 Million Baht to operate the business as the dealer of the imported chemical products and to provide the service of product transport via the pipeline and the containers in various customers areas and also managed the chemical volume to be sufficient with the customers’ demand.
Later, in February 1993, the Company’s name was changed from CNA (Thailand) Co.,Ltd. to be Chemicals and Aromatics (Thailand) Co.,Ltd. and on 12 July 2004, the Company submitted the request to the Ministry of Commerce for increasing its capital from 10 Million Baht to be 30 Million Baht.
Business Operation Characteristics
C&A manufactures and distributes the petrochemical products which are as follows:-
1.Ammonia (NH3)
C&A sells the Ammonia to domestic customers and provides the service of product transport via the pipeline and the containers to customers. In this connection, C&A purchased the ammonia products from National Fertilizer Public Company Limited (“NFC”) which was permitted to lawfully import the hazardous chemicals. The ammonia distributed by C&A was used in various industries, for instance, industry of monosodium glutamate (MSG) manufacture, industry of latex manufacture and industry of cooling.
Page 2/6 Hydroxide in the power plant industry, gas separation plant, coal manufacture industry in order to reduce the air pollution arising out of the combustion.
Revenue Structure
Revenue 2013(audited) 2014(audited) 2013(internal) (Million Baht) % (Million Baht) % (Million Baht) % Revenue from sale 652.74 99.27 723.34 89.26 722.07 96.87 Other revenue 4.81 0.73 87.05 10.74 23.32 3.13 Total revenues 657.55 100.00 810.39 100.00 745.39 100.00
Products and Service Characteristics
The products distributed by C&A were divided into 2 categories as follows:-
1.Ammonia (NH3) which was much used in various industries, for instance, industry of monosodium glutamate (MSG) manufacture, industry of latex manufacture and industry of cooling.
2.Ammonium Hydroxide (NH4OH) comprised - Ammonium Hydroxide with 20% concentration; - Ammonium Hydroxide with 25% concentration; - Ammonium Hydroxide with 27% concentration;
Ammonium Hydroxide was mainly used in the power plant industry, gas separation plant, coal manufacture industry in order to reduce the air pollution arising out of the combustion.
Marketing and Competition
Ammonia was the raw material used in various industries, for instance, chemical industry, metal industry, cool tissue, etc. Generally, ammonia was imported by the operators who used ammonia in their production process, for instance, chemical fertilizer factory. The world’s major manufacturers were China, India, USA and Indonesia. In Thailand, there was no ammonia manufacture in the country because the construction of ammonia manufacture factory needed high investment. Moreover, as ammonia market in Thailand was still small, therefore, there was no operator investing in the construction of ammonia manufacture factory. The whole ammonia used in Thailand was mainly imported from foreign countries i.e. Indonesia, Malaysia and Saudi Arabia.
The 2 major distributors of ammonia in Thailand were Chemicals and Aromatics (Thailand) Co.,Ltd. and UNIGAS and Petrochemicals Public Company Limited. In addition, there were some retail distributors who imported ammonia from Malaysia by motorcars to be distributed to the rubber manufacture factory in bordering provinces in the South of Thailand.
Provision of Products or Services
C&A purchased ammonia from National Fertilizer Public Company Limited (“NFC”) which was permitted to lawfully import the hazardous chemicals. In transferring the products, C&A hired SC Carrier Co.,Ltd. who was the provider of hazardous chemicals transport service being permitted to transfer the ammonia. Moreover, SC Carrier Co.,Ltd. was proficient in management of transport and storage of hazardous substances, and had the safety standard at international level.
Board of Directors Name List 1. Mr.Nattaphob Ratanasuwantawee 2. Mr.Nattaphong Ratanasuwantawee
The director who has authority to sign on behalf of the Company is a director signs with the corporate seal’s affixed.
Page 3/6 Major Shareholders Name list
Major Shareholders as of 30 April 2015
No. Shareholders Name list Number of
shares % Total value of shares(Baht) 1 Mr.Nattaphob Ratanasuwantawee 274,996 91.67% 27,499,6000 2 Mr.Nattaphong Ratanasuwantawee 25,000 8.33% 2,500,000 3 Mrs.Bongkot Rungkornpaisarn 1 0.00% 100 4 Mrs.Cholruedee Ruentawin 1 0.00% 100 5 Mrs.Wimol Duncharoensukjit 1 0.00% 100 6 Mr.Wiboon Rasmeepaisarn 1 0.00% 100 Total of shareholders 300,000 100.00% 30,000,000 *Par value is 100 Baht per share
Financial Status and Operating Result Financial Status Statements
The reference information was based on the financial statements for the accounting period ended as of 31 December 2014 which had been audited by CPA (Miss Pornthip Tangpongbundit), License No.3707, P. Consultant Office, and the internal financial statements of C&A of 2015.
Particulars (Unit : Thousand Baht)
31 December 2013 % 31 December 2014 % 31 December 2015 %
(Audited) (Audited) (Internal)
ASSETS