VGI Global Media Public Company Limited and its subsidiaries Report and consolidated interim For the three-month and six-month periods ended 30 September
Independent Auditor's Report on Review of Interim Financial Information To the Shareholders of VGI Global Media Public Company Limited I have reviewed the accompanying consolidated statement of financial position of VGI Global Media Public Company Limited and its subsidiaries as at 30 September, the related consolidated statements of comprehensive income for the three-month and six-month periods then ended, and the related consolidated statements of changes in shareholders equity and cash flows for the six-month period then ended, as well as the condensed notes to the consolidated. I have also reviewed the separate financial information of VGI Global Media Public Company Limited for the same periods. Management is responsible for the preparation and presentation of this interim financial information in accordance with Thai Accounting Standard 34 Interim Financial Reporting. My responsibility is to express a conclusion on this interim financial information based on my review. Scope of Review I conducted my review in accordance with Thai Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Thai Standards on Auditing and consequently does not enable me to obtain assurance that I would become aware of all significant matters that might be identified in an audit. Accordingly, I do not express an audit opinion. Conclusion Based on my review, nothing has come to my attention that causes me to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with Thai Accounting Standard 34 Interim Financial Reporting.
Other matter The consolidated statement of financial position of VGI Global Media Public Company Limited and its subsidiaries, and the separate statement of financial position of VGI Global Media Public Company Limited as at 31 March (before restatement) were audited by another auditor of our firm who expressed an unqualified opinion on those statements, under her report dated 15 May. The consolidated statements of comprehensive income for the three-month and six-month periods ended 30 September 2012 and the consolidated statements of changes in shareholders equity and cash flows for the six-month period then ended of VGI Global Media Public Company Limited and its subsidiaries and the separate of VGI Global Media Public Company Limited for the same periods (before restatement) were also reviewed by the aforementioned auditor who concluded, under her report dated 1 November 2012, that nothing had come to her attention that caused her to believe that the interim financial information was not prepared, in all material respects, in accordance with Thai Accounting Standard 34 Interim Financial Reporting. Supachai Phanyawattano Certified Public Accountant (Thailand) No. 3930 Ernst & Young Office Limited Bangkok: 30 October 2
VGI Global Media Public Company Limited and its subsidiaries Statement of financial position As at 30 September Note 30 September 31 March 1 April 2012 30 September 31 March 1 April 2012 (Unaudited (Audited) (Unaudited (Audited) but reviewed) but reviewed) Assets Current assets Cash and cash equivalents 652,925 1,253,816 381,253 479,157 1,133,877 222,164 Current investments 468,321 - - 468,321 - - Trade and other receivables 3 900,824 673,424 484,264 667,009 522,144 305,801 Short-term loans to subsidiaries 2 - - - 147,000 86,000 130,000 Prepaid expenses 33,244 53,929 63,219 5,740 3,796 6,756 Other current assets 17,185 13,891 31,641 10,198 5,971 26,995 Total current assets 2,072,499 1,995,060 960,377 1,777,425 1,751,788 691,716 Non-current assets Long-term investment - deposit at a financial institution 30,000 - - 30,000 - - Investments in subsidiaries 4 - - - 227,699 227,699 225,443 Equipment 5 735,255 473,445 227,859 717,246 445,586 166,206 Goodwill 78,656 78,656 78,656 - - - Intangible assets 6 11,255 13,131 8,810 10,685 12,524 7,869 Deferred tax assets 6,769 6,290 5,803 6,368 5,883 4,773 Other non-current assets 13,666 12,711 38,190 11,555 9,764 7,219 Total non-current assets 875,601 584,233 359,318 1,003,553 701,456 411,510 Total assets 2,948,100 2,579,293 1,319,695 2,780,978 2,453,244 1,103,226 The accompanying notes are an integral part of the.
VGI Global Media Public Company Limited and its subsidiaries Statement of financial position (continued) As at 30 September Note 30 September 31 March 1 April 2012 30 September 31 March 1 April 2012 (Unaudited (Audited) (Unaudited (Audited) but reviewed) but reviewed) Liabilities and shareholders' equity Current liabilities Trade and other payables 7 233,042 177,877 468,518 135,171 111,191 450,201 Accrued expenses 362,136 296,036 340,177 328,395 250,693 259,673 Income tax payable 121,611 108,327 55,627 105,893 94,232 35,500 Unearned revenues 47,065 47,429 64,731 40,863 35,016 39,519 Deposits received from renting spaces 51,107 47,100 34,874 51,107 47,100 34,874 Other current liabilities 72,424 60,078 40,985 53,113 44,001 26,803 Total current liabilities 887,385 736,847 1,004,912 714,542 582,233 846,570 Non-current liability Provision for long-term employee benefits 8 23,711 21,554 15,836 21,954 19,768 14,393 Total non-current liability 23,711 21,554 15,836 21,954 19,768 14,393 Total liabilities 911,096 758,401 1,020,748 736,496 602,001 860,963 Shareholders' equity Share capital 9 Registered 3,300,000,000 ordinary shares of Baht 0.1 each (31 March : 400,000,000 ordinary shares of Baht 1 each) 330,000 400,000 100,000 330,000 400,000 100,000 Issued and fully paid-up 3,299,989,230 ordinary shares of Baht 0.1 each (31 March : 300,000,000 ordinary shares of Baht 1 each 329,999 300,000 100,000 329,999 300,000 100,000 Share premium 862,536 862,536-862,536 862,536 - Retained earnings Appropriated - statutory reserve 40,000 40,000 10,000 40,000 40,000 10,000 Unappropriated 768,743 583,127 153,240 776,437 613,197 96,753 Surplus on business combination under common control 4 35,510 35,510 35,510 35,510 35,510 35,510 Other component of shareholders' equity 216 (281) 197 - - - Total shareholders' equity 2,037,004 1,820,892 298,947 2,044,482 1,851,243 242,263 Total liabilities and shareholders' equity 2,948,100 2,579,293 1,319,695 2,780,978 2,453,244 1,103,226 - - - - - - The accompanying notes are an integral part of the. Directors
VGI Global Media Public Company Limited and its subsidiaries Statement of comprehensive income For the three-month period ended 30 September (Unit: Thousand Baht, except earnings per share expressed in Baht) Note 2012 2012 Profit or loss: Revenues Service income 10 852,889 734,869 646,724 535,524 Dividend income 2 - - - 132,798 Other income 7,429 3,084 8,229 3,466 Total revenues 860,318 737,953 654,953 671,788 Expenses Costs of services 343,938 310,396 205,971 179,210 Selling expenses 18,660 16,334 17,901 16,439 Administrative expenses 86,231 77,554 73,224 60,998 Other expenses 2,166-124 - Total expenses 450,995 404,284 297,220 256,647 Profit before finance cost and income tax expenses 409,323 333,669 357,733 415,141 Finance cost (174) (58) (147) (20) Profit before income tax expenses 409,149 333,611 357,586 415,121 Income tax expenses 11 (81,349) (80,264) (71,451) (65,564) Profit for the period 327,800 253,347 286,135 349,557 Other comprehensive income: Exchange differences on translation of in foreign currency 65 (349) - - Other comprehensive income for the period 65 (349) - - Total comprehensive income for the period 327,865 252,998 286,135 349,557 Earnings per share Basic earnings per share 12 Profit attributable to equity holders of the Company 0.10 0.08 0.09 0.11 The accompanying notes are an integral part of the.
VGI Global Media Public Company Limited and its subsidiaries Statement of comprehensive income For the six-month period ended 30 September (Unit: Thousand Baht, except earnings per share expressed in Baht) Note 2012 2012 Profit or loss: Revenues Service income 10 1,702,097 1,385,172 1,279,755 967,761 Dividend income 2, 4 - - 83,699 132,798 Other income 19,603 6,279 20,035 7,662 Total revenues 1,721,700 1,391,451 1,383,489 1,108,221 Expenses Costs of services 711,544 655,966 452,319 367,085 Selling expenses 40,205 34,414 38,876 32,024 Administrative expenses 173,213 154,034 146,420 120,047 Other expenses 2,587 24 332 14 Total expenses 927,549 844,438 637,947 519,170 Profit before finance cost and income tax expenses 794,151 547,013 745,542 589,051 Finance cost (258) (116) (291) (48) Profit before income tax expenses 793,893 546,897 745,251 589,003 Income tax expenses 11 (158,277) (133,077) (132,011) (105,740) Profit for the period 635,616 413,820 613,240 483,263 Other comprehensive income: Exchange differences on translation of in foreign currency 497 4 - - Other comprehensive income for the period 497 4 - - Total comprehensive income for the period 636,113 413,824 613,240 483,263 Earnings per share Basic earnings per share 12 Profit attributable to equity holders of the Company 0.19 0.16 0.19 0.18 The accompanying notes are an integral part of the.
VGI Global Media Public Company Limited and its subsidiaries Cash flow statement For the six-month period ended 30 September 2012 2012 Cash flows from operating activities Profit before tax 793,893 546,897 745,251 589,003 Adjustments to reconcile profit before tax to net cash provided by (paid from) operating activities: Depreciation 36,866 48,796 29,210 21,074 Amortisation 2,522 2,090 2,354 1,918 Allowance for doubtful accounts (reversal) (175) - (175) - Loss (gain) on sales / write-off of assets 1,831 (20) (40) (14) Provision for long-term employee benefits 2,157 1,397 2,186 1,208 Dividend income - - (83,699) (132,798) Gain on sales of current investments (51) - (51) - Unrealised gain on changes in value of current investments in trading securities (46) - (46) - Interest income (15,885) (2,399) (16,185) (3,340) Interest expenses - - 82 - Profit from operating activities before changes in operating assets and liabilities 821,112 596,761 678,887 477,051 Operating assets (increase) decrease Trade and other receivables (228,266) (241,807) (145,888) (216,197) Other current assets 17,392 (12,263) (6,170) 10,363 Other assets (955) 19,962 (1,791) (3,168) Operating liabilities increase (decrease) Trade and other payables 29,422 (346,435) 3,168 (333,526) Accrued expenses 66,100 (33,352) 77,702 (10,088) Unearned revenues (364) (32,091) 5,847 (11,554) Deposits received from renting spaces 4,007 11,060 4,007 11,060 Other current liabilities 12,346 15,806 9,112 11,784 Cash flows from (used in) operating activities 720,794 (22,359) 624,874 (64,275) Cash paid for interest expenses - - (82) - Cash paid for corporate income tax (145,472) (82,539) (120,835) (53,292) Net cash flows from (used in) operating activities 575,322 (104,898) 503,957 (117,567) The accompanying notes are an integral part of the.
VGI Global Media Public Company Limited and its subsidiaries Cash flow statement (continued) For the six-month period ended 30 September 2012 2012 Cash flows from investing activities Purchase of current investments (1,325,645) - (1,325,645) - Proceeds from sales of current investments 857,421-857,421 - Increase in long-term investment - deposit at a financial institution (30,000) - (30,000) - Increase in short-term loans to subsidiaries - - (61,000) 35,000 Cash paid for investments in subsidiaries - - - (18,756) Acquisition of equipment (274,759) (81,590) (280,072) (70,497) Acquisition of intangible assets (502) (840) (502) (840) Dividend income - - 83,699 18,800 Interest income 16,925 2,390 17,383 3,510 Proceeds from sales of equipment 45 733 40 580 Net cash flows used in investing activities (756,515) (79,307) (738,676) (32,203) Cash flows from financing activities Proceeds from increase in share capital - 174,000-174,000 Dividend paid (420,001) (80,000) (420,001) (80,000) Net cash flows from (used in) financing activities (420,001) 94,000 (420,001) 94,000 Increase in translation adjustments 303 76 - - Net decrease in cash and cash equivalents (600,891) (90,129) (654,720) (55,770) Cash and cash equivalents at beginning of period 1,253,816 381,253 1,133,877 222,164 Cash and cash equivalents at end of period 652,925 291,124 479,157 166,394 - - - - Supplemental disclosures of cash flow information Non-cash transactions Payable of acquisition of equipment - not yet paid 25,552 14,721 20,798 14,026 The accompanying notes are an integral part of the.
VGI Global Media Public Company Limited and its subsidiaries Statement of changes in shareholders' equity For the six-month period ended 30 September Other component of shareholders' equity Other comprehensive income Exchange differences on Surplus on translation of Total other Issued and business financial component of Total fully paid-up Retained earnings combination under statements in shareholders' shareholders' share capital Share premium Appropriated Unappropriated common control foreign currency equity equity Balance as at 1 April 2012 - as previously reported 100,000-10,000 147,437 35,510 197 197 293,144 Cumulative effect of change in accounting policy for deferred tax (Note 1.3) - - - 5,803 - - - 5,803 Balance as at 1 April 2012 - as restated 100,000-10,000 153,240 35,510 197 197 298,947 Increase share capital 174,000 - - - - - - 174,000 Dividend paid (Note 14) - - - (80,000) - - - (80,000) Total comprehensive income for the period (restated) - - - 413,820-4 4 413,824 Retained earnings transferred to statutory reserve - - 11,606 (11,606) - - - - Balance as at 30 September 2012 - as restated 274,000-21,606 475,454 35,510 201 201 806,771 Balance as at 1 April - as previously reported 300,000 856,125 40,000 583,248 35,510 (281) (281) 1,814,602 Cumulative effect of change in accounting policy for deferred tax (Note 1.3) - 6,411 - (121) - - - 6,290 Balance as at 1 April - as restated 300,000 862,536 40,000 583,127 35,510 (281) (281) 1,820,892 Stock dividend paid (Note 14) 29,999 - - (29,999) - - - - Dividend paid (Note 14) - - - (420,001) - - - (420,001) Total comprehensive income for the period - - - 635,616-497 497 636,113 Balance as at 30 September 329,999 862,536 40,000 768,743 35,510 216 216 2,037,004 - The accompanying notes are an integral part of the.
VGI Global Media Public Company Limited and its subsidiaries Statement of changes in shareholders' equity (continued) For the six-month period ended 30 September Surplus on Issued and business Total fully paid-up Retained earnings combination under shareholders' share capital Share premium Appropriated Unappropriated common control equity Balance as at 1 April 2012 - as previously reported 100,000-10,000 91,980 35,510 237,490 Cumulative effect of change in accounting policy for deferred tax (Note 1.3) - - - 4,773-4,773 Balance as at 1 April 2012 - as restated 100,000-10,000 96,753 35,510 242,263 Increase share capital 174,000 - - - - 174,000 Dividend paid (Note 14) - - - (80,000) - (80,000) Total comprehensive income for the period (restated) - - - 483,263-483,263 Retained earnings transferred to statutory reserve - - 11,606 (11,606) - - Balance as at 30 September 2012 - as restated 274,000-21,606 488,410 35,510 819,526 Balance as at 1 April - as previously reported 300,000 856,125 40,000 613,725 35,510 1,845,360 Cumulative effect of change in accounting policy for deferred tax (Note 1.3) - 6,411 - (528) - 5,883 Balance as at 1 April - as restated 300,000 862,536 40,000 613,197 35,510 1,851,243 Stock dividend paid (Note 14) 29,999 - - (29,999) - - Dividend paid (Note 14) - - - (420,001) - (420,001) Total comprehensive income for the period - - - 613,240-613,240 Balance as at 30 September 329,999 862,536 40,000 776,437 35,510 2,044,482 - The accompanying notes are an integral part of the.
VGI Global Media Public Company Limited and its subsidiaries Notes to consolidated interim For the three-month and six-month periods ended 30 September 1. General information 1.1 Basis of preparation of interim These interim have been prepared in accordance with Thai Accounting Standard No. 34 (revised 2009) Interim Financial Reporting, with the Company choosing to present condensed interim. However, the Company has presented the statements of financial position, comprehensive income, changes in shareholders equity and cash flows in the same format as that used for the annual. The interim are intended to provide information additional to that included in the latest annual. Accordingly, they focus on new activities, events and circumstances so as not to duplicate information previously reported. These interim should therefore be read in conjunction with the latest annual. The interim in Thai language are the official statutory financial statements of the Company. The interim in English language have been translated from the Thai language interim. 1.2 Basis of consolidation These consolidated interim include the of VGI Global Media Public Company Limited ( the Company ) and the subsidiary companies ( the subsidiaries ) and have been prepared on the same basis as that applied for the consolidated for the year ended 31 March. There have been no changes in the composition of the Group during the current period. 1
1.3 New accounting standards Below is a summary of accounting standards that became effective in the current accounting period and those that will become effective in the future. a) Accounting standards that became effective in the current accounting period Accounting Standards: TAS 12 Income Taxes TAS 20 (revised 2009) Accounting for Government Grants and Disclosure of Government Assistance TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates Financial Reporting Standard: TFRS 8 Operating Segments Accounting Standard Interpretations: TSIC 10 Government Assistance - No Specific Relation to Operating Activities TSIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets TSIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders Accounting Treatment Guidance for Transfers of Financial Assets These accounting standards, financial reporting standard, accounting standard interpretations and accounting treatment guidance do not have any significant impact on the, except for the following accounting standard. TAS 12 Income Taxes This accounting standard requires an entity to identify temporary differences between the carrying amount of an asset or liability in the statement of financial position and its tax base and recognise the tax effects as deferred tax assets or liabilities subjecting to certain recognition criteria. The Company and its subsidiaries have changed this accounting policy in the first quarter of this current year and restated the prior year s, presented as comparative information, as though the Company and its subsidiaries had initially recognised the tax effects as deferred tax assets or liabilities. The cumulative effect of this change in accounting policy has been separately presented in the statements of changes in shareholders equity. 2
The amounts of adjustments affecting the statements of financial position are summarised below. As at 30 As at 31 As at 1 As at 30 As at 31 As at 1 September March April September March April 2012 2012 Statements of financial position Increase in deferred tax assets 6,769 6,290 5,803 6,368 5,883 4,773 Increase in share premium 6,411 6,411-6,411 6,411 - Increase (decrease) in unappropriated retained earnings 358 (121) 5,803 (43) (528) 4,773 However, the amounts of adjustments affecting the profit or loss do not have any significant impact on the statements of comprehensive income. b) Accounting standards that will become effective in the future Effective date Accounting Standard: TAS 12 (revised 2012) Income Taxes 1 January 2014 Financial Reporting Standard: TFRS 4 Insurance Contracts 1 January 2016 Accounting Standard Interpretations: TSIC 15 Operating Leases - Incentives 1 January 2014 TSIC 27 Evaluating the Substance of 1 January 2014 Transactions Involving the Legal Form of a Lease TSIC 29 Service Concession Arrangements: 1 January 2014 Disclosures TSIC 32 Intangible Assets - Web Site Costs 1 January 2014 Financial Reporting Standard Interpretations: TFRIC 1 Changes in Existing Decommissioning, 1 January 2014 Restoration and Similar Liabilities TFRIC 4 Determining whether an Arrangement 1 January 2014 contains a Lease TFRIC 5 Rights to Interests arising from 1 January 2014 Decommissioning, Restoration and Environmental Rehabilitation Funds 3
Effective date TFRIC 7 Applying the Restatement Approach 1 January 2014 under TAS 29 Financial Reporting in Hyperinflationary Economies TFRIC 10 Interim Financial Reporting and 1 January 2014 Impairment TFRIC 12 Service Concession Arrangements 1 January 2014 TFRIC 13 Customer Loyalty Programmes 1 January 2014 TFRIC 17 Distributions of Non-cash Assets to 1 January 2014 Owners TFRIC 18 Transfers of Assets from Customers 1 January 2014 The management of the Company and its subsidiaries has assessed the effect of the above accounting standard, financial reporting standard, accounting standard interpretations and financial reporting standard interpretations and believes that they do not have any significant impact on the, except TAS 12 (revised 2012) and TFRIC 1, for which the management is still evaluating the first-year impact to the and has yet to reach a conclusion. 1.4 Significant accounting policies The interim are prepared using the same accounting policies and methods of computation as were used for the for the year ended 31 March, except for the change in the accounting policy due to the adoption of TAS 12 Income Taxes as follows: Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation. Deferred tax Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period. 4
The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that they are probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised. At each reporting date, the Company and its subsidiaries review and reduce the carrying amounts of deferred tax assets to the extent that they are no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. The Company and its subsidiaries record deferred tax directly to shareholders' equity if the tax relates to items that are recorded directly to shareholders' equity. 2. Related party transactions During the periods, the Company and its subsidiaries had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company, its subsidiaries and those related parties. (Unit: Million Baht) Transfer pricing policy For the three-month periods ended 30 September 2012 2012 Transactions with subsidiaries (eliminated from the consolidated ) Service income - - 12 13 Contract rate Dividend income - - - 133 Announce rate Interest income - - 1 1 Contract rate Costs of services - - 16 27 Contract rate Transactions with parent company of the Group Investor relations expenses 1 2 1 2 Contract rate Employee stock option expenses 1 1 1 1 Announce rate Transactions with parent company Service income 2 4 2 4 Contract rate Concession fees and costs of services 28 23 28 23 Contract rate Transactions with related companies Service income 5 6 5 4 Contract rate Rental and service expenses 5 5 5 5 Contract rate 5
(Unit: Million Baht) Transfer pricing policy For the six-month periods ended 30 September 2012 2012 Transactions with subsidiaries (eliminated from the consolidated ) Service income - - 26 25 Contract rate Dividend income - - 84 133 Announce rate Interest income - - 2 2 Contract rate Other income - - 1 1 Contract price Costs of services - - 67 33 Contract rate Transactions with parent company of the Group Investor relations expenses 2 2 2 2 Contract rate Employee stock option expenses 1 1 1 1 Announce rate Transactions with parent company Service income 6 9 6 9 Contract rate Concession fees and costs of services 57 98 57 98 Contract rate Transactions with related companies Service income 11 14 11 12 Contract rate Rental and service expenses 11 9 11 9 Contract rate As at 30 September and 31 March, the balances of the accounts between the Company, its subsidiaries and those related companies are as follows: 30 31 30 31 September March September March (Audited) (Audited) Trade and other receivables - related parties (Note 3) Parent company 1,404 3,387 1,404 3,387 Subsidiaries - - 4,411 5,768 Related companies (related by common shareholders and directors) 4,092 2,097 4,093 2,097 Total trade and other receivables - related parties 5,496 5,484 9,908 11,252 6
30 September 31 March 30 September 31 March (Audited) (Audited) Short-term loans to subsidiaries Subsidiaries - - 147,000 86,000 Prepaid expenses - related party Parent company of the Group - 689-689 Deposits - related parties Parent company 514 508 514 508 Related company (related by common shareholders and directors) 4,252 4,252 3,496 3,496 Total deposits - related parties 4,766 4,760 4,010 4,004 Trade and other payables - related parties (Note 7) Parent company of the Group - 375-375 Parent company 32,591 23,489 32,591 23,489 Subsidiaries - - 6,795 23,902 Related companies (related by common shareholders and/or directors) 3,018 1,681 2,694 1,549 Total trade and other payables - related parties 35,609 25,545 42,080 49,315 Short-term loans to subsidiaries As at 30 September and 31 March, the balance of short-term loans between the Company and those subsidiaries and the movements are as follows: Balance as at Increase Decrease Balance as at 30 Short-term loans to subsidiaries 31 March during the period during the period September VGI Advertising Media Co., Ltd. 74,000 88,000 (20,000) 142,000 VGI Multi-Tech International Co., Ltd. - 1,700 (1,700) - 999 Media Co., Ltd. 12,000 - (7,000) 5,000 Total 86,000 89,700 (28,700) 147,000 7
Short-term loans from subsidiaries As at 30 September and 31 March, the balance of short-term loans between the Company and those subsidiaries and the movements are as follows: Balance as at Increase Decrease Balance as at 30 Short-term loans from subsidiaries 31 March during the period during the period September 888 Media Co., Ltd. - 18,000 (18,000) - Point of View (POV) Media Group Co., Ltd. - 20,000 (20,000) - Total - 38,000 (38,000) - Directors and management s benefits During the three-month and six-month periods ended 30 September and 2012, the Company and its subsidiaries had employee benefit expenses payable to their directors and management as detailed below. (Unit: Million Baht) For the three-month periods ended 30 September 2012 2012 Short-term employee benefits 20 13 20 13 Share-based payment - 1-1 Total 20 14 20 14 (Unit: Million Baht) For the six-month periods ended 30 September 2012 2012 Short-term employee benefits 36 27 36 27 Post-employment benefits 1 1 1 1 Share-based payment - 1-1 Total 37 29 37 29 8
3. Trade and other receivables 30 September 31 March 30 September 31 March (Audited) (Audited) Trade receivables - related parties Aged on the basis of due dates Not yet due 5,182 2,742 9,171 7,393 Past due Up to 3 months 314 2,742 314 3,449 Total trade receivables - related parties 5,496 5,484 9,485 10,842 Trade receivables - unrelated parties Aged on the basis of due dates Not yet due 546,398 446,487 411,667 337,319 Past due Up to 3 months 280,467 194,325 205,856 150,039 3-6 months 20,826 8,845 13,796 5,742 6-12 months 1,461 759 228 759 Over 12 months 9,630 9,630 9,472 9,472 Total 858,782 660,046 641,019 503,331 Less: Allowance for doubtful debts (9,719) (9,894) (9,472) (9,647) Net 849,063 650,152 631,547 493,684 Cheques awaiting for deposit 42,215 13,220 22,811 12,934 Total trade receivables - unrelated parties - net 891,278 663,372 654,358 506,618 Total trade receivables - net 896,774 668,856 663,843 517,460 Other receivables Other receivables 933 411 37 358 Interest receivables from financial institutions 3,117 4,157 2,706 3,916 Interest receivable - subsidiaries - - 423 410 Total other receivables 4,050 4,568 3,166 4,684 Total trade and other receivables - net 900,824 673,424 667,009 522,144 9
4. Investments in subsidiaries Details of investments in subsidiaries as presented in separate are as follows: Dividend received during the sixmonth periods ended 30 Company s name Cost September 30 September 31 March 2012 (Audited) VGI Advertising Media Co., Ltd. 10,000 10,000 42,599 113,998 VGI Multi-Tech International Co., Ltd. 6,000 6,000 2,700-999 Media Co., Ltd. 3,000 3,000 3,000-888 Media Co., Ltd. 20,000 20,000 1,800 6,800 Point of View (POV) Media Group Co., Ltd. 90,000 90,000 33,600 12,000 VGI Advertising China Co., Ltd. 63,189 63,189 - - Total 192,189 192,189 83,699 132,798 Add: Surplus on business combination under common control 35,510 35,510 Total 227,699 227,699 5. Equipment Movements of the equipment account during the six-month period ended 30 September are summarised below. Net book value as at 1 April 473,445 445,586 Acquisitions during the period - at cost 300,311 300,870 Disposals / write-off during the period - net book value at disposal date (1,829) - Depreciation for the period (36,866) (29,210) Translation adjustment 194 - Net book value as at 30 September 735,255 717,246 10
6. Intangible assets Movements of the intangible assets account during the six-month period ended 30 September are summarised below. Net book value as at 1 April 13,131 12,524 Acquisitions during the period - at cost 693 515 Write-off during the period - net book value at disposal date (47) - Amortisation for the period (2,522) (2,354) Net book value as at 30 September 11,255 10,685 7. Trade and other payables 30 September 31 March 30 September 31 March (Audited) (Audited) Trade payables - related parties 35,609 25,545 42,080 49,315 Trade payables - unrelated parties 194,831 151,077 90,489 60,621 Other payables 2,602 1,255 2,602 1,255 Total trade and other payables 233,042 177,877 135,171 111,191 8. Provision for long-term employee benefits Movements of the provision for long-term employee benefits account during the six-month period ended 30 September are summarised below. Balance as at 1 April 21,554 19,768 Add: Recognition during the period 2,157 2,186 Balance as at 30 September 23,711 21,954 11
9. Share capital On 4 July, the Annual General Meeting of the Company s shareholders passed the following significant resolutions. a) Decrease the Company s registered share capital from Baht 400 million (400 million ordinary shares with a par value of Baht 1 each) to Baht 300 million (300 million ordinary shares with a par value of Baht 1 each) by cancellation of 100 million unissued ordinary shares with a par value of Baht 1 each. The Company registered the corresponding decrease in its registered share capital with the Ministry of Commerce on 8 July. b) Increase the Company s registered share capital from Baht 300 million (300 million ordinary shares with a par value of Baht 1 each) to Baht 330 million (330 million ordinary shares with a par value of Baht 1 each) by issuing 30 million ordinary shares with a par value of Baht 1 each to accommodate the stock dividend payment. The Company registered the corresponding increase in its registered share capital with the Ministry of Commerce on 9 July. c) Pay to the shareholders a stock dividend as described in Note 14 to the interim financial statements. The stock dividend will be paid on 17 July. The Company paid a stock dividend of 29,998,923 ordinary shares on 17 July. The Company registered the issue of ordinary shares with the Ministry of Commerce on the same date. Subsequently, on 19 September, the Extraordinary General Meeting of the shareholders of the Company No. 1/ approved changes in the number and par value of the ordinary shares, whereby the number of the ordinary shares increased by 2,970 million ordinary shares, from 330 million ordinary shares to 3,300 million ordinary shares, and the par value of the ordinary shares was changed from Baht 1 each to Baht 0.1 each. As a result, the Company s registered share capital of Baht 330 million comprises 3,300 million ordinary shares of Baht 0.1 each. The Company registered the changes in the number and par value of its ordinary shares with the Ministry of Commerce on 23 September. 12
10. Service income Service income consists of the following: For the three-month periods ended 30 September 2012 2012 Advertising income 720,032 630,995 525,394 438,547 Income from renting of spaces 70,348 52,337 70,348 52,337 Other service income 62,509 51,537 50,982 44,640 Total 852,889 734,869 646,724 535,524 For the six-month periods ended 30 September 2012 2012 Advertising income 1,451,757 1,178,348 1,045,299 783,051 Income from renting of spaces 129,601 101,674 129,601 101,674 Other service income 120,739 105,150 104,855 83,036 Total 1,702,097 1,385,172 1,279,755 967,761 11. Income tax Interim corporate income tax was calculated on profit before income tax for the period, using the estimated effective tax rate for the year. 13
Income tax expenses for the three-month and six-month periods ended 30 September and 2012 are made up as follows: For the three-month periods ended 30 September 2012 2012 Current income tax: Interim corporate income tax charge 81,648 80,512 71,795 65,685 Deferred tax: Relating to origination and reversal of temporary differences (299) (248) (344) (121) Income tax expense reported in the statements of comprehensive income 81,349 80,264 71,451 65,564 For the six-month periods ended 30 September 2012 2012 Current income tax: Interim corporate income tax charge 158,757 133,908 132,496 105,982 Deferred tax: Relating to origination and reversal of temporary differences (480) (831) (485) (242) Income tax expense reported in the statements of comprehensive income 158,277 133,077 132,011 105,740 14
12. Earnings per share Basic earnings per share is calculated by dividing profit for the period attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the period, after adjusting the number of ordinary shares to reflect the impacts of the stock dividend as described in Note 14 to the interim and the change in the par value of the Company s ordinary shares as described in Note 9 to the interim. The prior period s basic earnings per share has been recalculated as if the stock dividend and the change in the par value had been distributed at the beginning of the earliest period reported. The following table sets forth the computation of basic earnings per share: For the three-month periods ended 30 September 2012 2012 Profit for the period attributable to equity holders of the Company (thousand Baht) 327,800 253,347 286,135 349,556 Weighted average number of ordinary shares (thousand shares) 3,299,989 3,039,989 3,299,989 3,039,989 Earnings per share (Baht) 0.10 0.08 0.09 0.11 For the six-month periods ended 30 September 2012 2012 Profit for the period attributable to equity holders of the Company (thousand Baht) 635,616 413,820 613,240 483,263 Weighted average number of ordinary shares (thousand shares) 3,299,989 2,650,153 3,299,989 2,650,153 Earnings per share (Baht) 0.19 0.16 0.19 0.18 15
13. Segment information The following table presents revenue and profit information regarding the Company and its subsidiaries operating segments for the three-month and six-month periods ended 30 September and 2012, which is provided to Chief Executive Officer, who is the chief operating decision maker of the Company and its subsidiaries. (Unit: Million Baht) BTS Modern trade Other segment segment segment For the three-month periods ended 30 September 2012 2012 2012 2012 Revenue External customers 431 372 367 311 55 52 853 735 Inter-segment - - 14 10 11 36 25 46 Total revenue 431 372 381 321 66 88 878 781 Adjustments and eliminations - - (14) (10) (11) (36) (25) (46) Total revenue - net 431 372 367 311 55 52 853 735 Results Segment profit 349 310 106 73 41 49 496 432 Adjustments and eliminations 8 (4) 7 7 (2) (11) 13 (8) Segment profit - net 357 306 113 80 39 38 509 424 Unallocated income and expenses: Other income 7 3 Selling expenses (19) (16) Administrative expenses (86) (78) Other expenses (2) - Income tax expenses (81) (80) Profit for the period 328 253 16
(Unit: Million Baht) BTS Modern trade Other segment segment segment For the six-month periods ended 30 September 2012 2012 2012 2012 Revenue External customers 845 680 756 618 101 87 1,702 1,385 Inter-segment - - 17 11 73 58 90 69 Total revenue 845 680 773 629 174 145 1,792 1,454 Adjustments and eliminations - - (17) (11) (73) (58) (90) (69) Total revenue - net 845 680 756 618 101 87 1,702 1,385 Results Segment profit 686 510 194 139 91 96 971 745 Adjustments and eliminations 11 (8) 27 21 (19) (29) 19 (16) Segment profit - net 697 502 221 160 72 67 990 729 Unallocated income and expenses: Other income 20 6 Selling expenses (40) (34) Administrative expenses (173) (154) Other expenses (3) - Income tax expenses (158) (133) Profit for the period 636 414 Transfer prices between operating segments are as set out in Note 2 to the interim financial statements. Inter-segment revenues are eliminated on consolidation. 17
14. Dividends Dividends Approved by Total dividends Dividend per share (Million Baht) (Baht) Interim dividends for 2012 Board of Directors meeting No. 4/2012 on 8 May 2012 80 0.08 (1) Total for the six-month period ended 30 September 2012 80 0.08 Final dividends for Annual General Meeting of the shareholders on 4 July Stock dividend 30 0.01 Cash dividend 420 0.14 Total for the six-month period ended 30 September 450 0.15 (1) For comparative purposes, the dividend per share for the six-month period ended 30 September 2012 was recalculated on the change of the par value of the Company s ordinary shares from Baht 1 to Baht 0.1 per share. 15. Commitments and contingent liabilities 15.1 Operating lease commitments The Company and its subsidiaries have entered into several lease agreements in respect of the lease of office building space, motor vehicles and equipment. The terms of the agreements are generally between 1 and 4 years. Future minimum lease payments required under these non-cancellable operating leases contracts were as follows. (Unit: Million Baht) 30 September 31 March 30 September 31 March Payable: In up to 1 year 21 17 18 14 In over 1 and up to 4 years 32 20 29 15 18
15.2 Long-term commitments a) On 18 May 2012, the Company entered into an agreement with its parent company to obtain a 17-year license to manage and provide advertising spaces on BTS stations, BTS trains and to manage the merchandising areas and marketing activities at BTS stations, including commercial broadcasting through plasma screens and LCD screens. Under this agreement, the Company has to invest in all advertising equipment, the fabrication and installation of platform screen doors at BTS stations, and pay all related expenses as stipulated in the agreement. In addition, the Company has to pay a concession fee to its parent company at percentages of the Company s total annual advertising income generated from the provided areas (5 percent per annum in the first year to the fifth year, with the rate then to be increased by 5 percent every 5 years until it reaches 20 percent per annum in the sixteenth year and seventeenth year). Subsequently, on 17 September 2012, the Company entered into contracts with two subcontractors for the fabrication and installation of platform screen doors at 9 BTS stations. As at 30 September, the Company had outstanding payment commitments of approximately Baht 112 million and SGD 10 million (31 March : Baht 140 million and SGD 10 million) under these contracts. In addition, as at 30 September, the Company had outstanding commitments of approximately Baht 96 million (31 March : Baht 234 million), relating to the investments in the advertising equipment on the BTS stations. b) As at 30 September, the Company and its subsidiaries had outstanding commitments with respect to minimum guarantees under concession agreements for the management and provision of advertising space in department stores, and other related agreements. Fees are payable as follows. (Unit: Million Baht) 30 31 30 31 September March September March Fees payable: In up to 1 year 632 642 246 239 In over 1 and up to 5 years 290 583 145 266 These amounts will be adjusted in accordance with actual performance, based on certain rates stipulated in the agreements. 19
c) The Company has entered into concession agreements for the installation and management of advertising media in buildings with a related company and unrelated companies, whereby it is to install, and manage the provision of advertising through, LCD screens in buildings. Under the conditions of the agreements, the Company is to pay the concession fees stipulated in the agreements. As at 30 September, minimum fees payable within 1 year amount to approximately Baht 11 million, while amounts of approximately Baht 16 million are payable more than 1 year but within 3 years from that date. These amounts will be adjusted in accordance with actual performance, based on certain rates stipulated in the agreements. d) As at 30 September, the Company and its subsidiaries had outstanding commitments which future payments are required in respect of service agreements as follows. (Unit: Million currency units) 30 31 30 31 September March September March Foreign currency Baht 79 80 61 46 Hong Kong dollar - 1-1 15.3 Guarantees As at 30 September, there were outstanding bank guarantees of approximately Baht 23 million and SGD 9 million (31 March : Baht 23 million and SGD 9 million) issued by banks on behalf of the Company to guarantee contractual performance in respect of certain performance bonds as required in the normal course of business. 16. Approval of interim These interim were authorised for issue by the Company s Board of Directors on 30 October. 20