ELECTRICITY GENERATING PUBLIC COMPANY LIMITED
INTERIM CONSOLIDATED AND COMPANY
FINANCIAL STATEMENTS
(UNAUDITED)
30 JUNE 2009
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
1
General information
Electricity Generating Public Company Limited (“the Company”) is a public limited company incorporated and
resident in Thailand. The address of its registered office is 15th Floor EGCO Tower, 222 Moo 5, Vibhavadi
Rangsit Road, Tungsonghong, Laksi, Bangkok 10210.
The Company is listed on the Stock Exchange of Thailand. For reporting purposes, the Company and its subsidiaries and
joint ventures are referred to as “the Group”.
The principal business operation of the Group is the generation of electricity for sales to the government sector
and industrial users both in Thailand and overseas.
These interim consolidated and company financial statements were authorised for issue by the President on
10 August 2009.
These interim consolidated and company financial statements have been reviewed, not audited.
2
Basis of preparation
These interim consolidated and company financial statements are prepared in accordance with Thai generally
accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards
issued under the Accounting Professions Act B.E. 2547 and the financial reporting requirements of the
Securities and Exchange Commission. The primary financial statements (i.e. balance sheets, statements of
income, changes in shareholders’ equity and cash flows) are prepared in the full format as required by the Securities
and Exchange Commission. The notes to the interim financial statements are prepared in a condensed format
according to Thai Accounting Standard No. 41 “Interim Financial Reporting” and additional notes are presented as
required by the Securities and Exchange Commission under the Securities and Exchange Act B.E. 2535.
An English version of the interim consolidated and company financial statements has been prepared from the
interim financial statements that are in the Thai language. In the event of a conflict or a difference in interpretation
between the two languages, the Thai language interim financial statements shall prevail.
Comparative figures have been adjusted to conform with changes in the presentation in the current period. The
statement of income for the three-month and six-month periods ended 30 June 2009 presents directors and
managements’ remuneration and finance costs. The changes are made to conform with the announcement of the
Department of Business Development dated 30 January 2009 in relation to the format of financial statements B.E.
2552, effective from 1 January 2009.
3
Summary of significant accounting policies
The accounting policies used in the preparation of the interim financial statements are consistent with those used in
the annual financial statements for the year ended 31 December 2008.
Thai Accounting Standards were renumbered with an effect on 26 June 2009 following an announcement by
the Federation of Accounting Professions in order to conform with the number used in the International
Financial Reporting Standards.
The amendments to accounting standards which are effective for the period beginning on or after 1 January 2009
are as follows:
TAS 36 (revised 2007) Impairment of Assets
TFRS 5 (revised 2007) Non-current Assets Held for Sale and Discontinued Operations (formerly TAS 54)
Accounting Framework (revised 2007)
The Group’s management has assessed and determined that those two standards and accounting framework do
not have significant impacts the interim financial statements being presented.
11
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
3
Summary of significant accounting policies (continued)
The revised accounting standard and new accounting standards which are effective for the period beginning on or
after 1 January 2011 and 1 January 2012 and which are not early adopted by the Group are as follows:
Effective for the period beginning on or after 1 January 2011
TAS 24 (revised 2007) Related Party Disclosure (formerly TAS 47)
TAS 40
Investment Property
Effective for the period beginning on or after 1 January 2012
TAS 20 Accounting for Government Grants and Disclosure for Government Assistance
The Group’s management has assessed and determined that the revised standard and the new standards will not
significantly impact the interim financial statements being presented, except TAS 40 Investment Property.
Some part of the Group’s building is rented out to others. Such building is currently recorded in Property, Plant
and Equipment. In applying TAS 40, some part of building which is rented out should be recorded as
investment property.
Costs that are incurred unevenly during the financial year are anticipated or deferred in the interim report only
if it would also be appropriate to anticipate or defer such costs at the end of the financial year.
4
Corporate income tax
The Group records corporate income tax on an accrual basis. The Group does not recognise corporate income
tax payable or receivable in future periods in respect of temporary differences. Corporate income tax expense is
recognised based on the best estimate of the weighted average annual income tax rate expected for the full
financial year. The estimated average annual tax rate used is 6.30% (2008: 7.61%).
5
Segment information
Financial information by geographical segments
For the three-month period ended 30 June 2009
Sales and service income
Share of profit (loss) from interests in joint ventures
Segment result
For the three-month period ended 30 June 2008
Sales and service income
Share of profit from interests in joint ventures
Segment result
For the six-month period ended 30 June 2009
Sales and service income
Share of profit (loss) from interests in joint ventures
Segment result
For the six-month period ended 30 June 2008
Sales and service income
Share of loss exceed interest in a joint venture
Share of profit from interests in joint ventures
Segment result
Thailand
Baht’000
The Lao
People’s
Democratic
Republic
Baht’000
The
Philippines
Baht’000
Consolidation
eliminations
Baht’000
Consolidated
Baht’000
2,209,781
2,069,180
2,611,636
(221,961)
(221,961)
111,896
111,896
(58,259)
(78,257)
2,151,522
1,959,115
2,423,314
141,338
-
31,002
-
(192,475)
(192,475)
267,283
267,283
2,616,999
672,355
1,467,228
4,606,970
3,500,835
4,704,240
5,397,628
2,784,295
4,327,597
(110,091)
-
45,777
-
(41,933)
(3,448)
(86,247)
(81,706)
(75,320)
(6,897)
2,575,066
844,695
1,463,780
4,520,723
3,575,643
4,697,342
5,322,308
(110,091)
2,830,072
4,320,700
12
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
6
Basic earnings per share
Basic earnings per share is calculated by dividing the net profit for the period attributable to shareholders by
the weighted average number of ordinary shares in issue during the period (2009 and 2008: 526,465,000 shares).
There are no dilutive potential ordinary shares in issue during the periods presented, so no diluted earnings
per share is presented.
7
Short-term and long-term investments used as collateral
The Company
As at 30 June 2009 and 31 December 2008, a deposit at a financial institution used as collateral of the
Company that amounted to Baht 450 million represented a collaterised deposit under a Standby Letter of Credit
issued on behalf of the Company to a subsidiary for the investment in Quezon Project.
Subsidiaries
Deposits at financial institutions used as collateral are those of three subsidiaries which are Khanom Electricity
Generating Company Limited, EGCO Cogeneration Company Limited and Roi-Et Green Company Limited.
Under terms and conditions of the loan and debenture agreements, the three subsidiaries are required to
maintain cash reserves for the purpose of repayment of principal and payment of interest due within one year.
These cash reserves are provided from the proceeds of sale of electricity (referred to in Notes 12 and 13). As at
30 June 2009, cash reserves for the purpose of repayment of principal and payment of interest due within one
year amounted to Baht 206 million (31 December 2008: Baht 223 million). The remaining balance of deposits
at financial institutions used as collateral of Baht 519 million (31 December 2008: Baht 493 million)
represented collateralised deposits maintained in accordance with the loan agreements but which can be used
subject to certain lender approvals.
8
Trade receivables, net
Trade receivables can be analysed as follows:
As at
Not overdue
Overdue below 3 months
Overdue 3 - 6 months
Overdue 6 - 12 months
Overdue over 12 months
Less Allowance for doubtful
receivables
Total trade receivables, net
30 June
2009
Baht’000
Consolidated
31 December
2008
Baht’000
30 June
2009
Baht’000
Company
31 December
2008
Baht’000
148,644
5,869
32
1,167
2,033
133,180
7,618
1,825
170
2,033
-
-
157,745
144,826
-
-
(813)
(813)
-
-
156,932
144,013
-
-
13
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
9
Investments in subsidiaries and interests in joint ventures
30 June
2009
Baht’000
Consolidated
31 December
2008
Baht’000
30 June
2009
Baht’000
Company
31 December
2008
Baht’000
-
-
16,652,920
16,110,372
Interests in joint ventures
27,289,143
24,494,258
18,790,996
18,214,188
Investments in subsidiaries
and interests in joint ventures
27,289,143
24,494,258
35,443,916
34,324,560
As at
Investments in subsidiaries
The movements of investments in subsidiaries and interests in joint ventures can be analysed as follows:
Consolidated
Baht’000
Company
Baht’000
For the six-month period ended 30 June 2009
Opening net book value
Share of profit from interests in joint ventures
Increase in share capital of a joint ventures (Note 9.3)
The transfer of net liabilities to interests in a joint venture (Note 9.3)
Increase in share capital of subsidiaries
Dividend received from joint ventures
Acquisition of a joint venture (Note 16)
Translation adjustments
24,494,258
3,768,118
322,429
(1,605,869)
483,336
(173,129)
34,324,560
576,808
542,548
-
Closing net book value
27,289,143
35,443,916
14
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
9
Investments in subsidiaries and interests in joint ventures (continued)
9.1
Investments in subsidiaries
The principal subsidiaries are as follows:
Company
30 June 2009
Business
Subsidiaries incorporated in Thailand
Rayong Electricity Generating Co., Ltd.
Khanom Electricity Generating Co., Ltd.
EGCO Engineering and Service Co., Ltd. and
its subsidiaries
Electricity generating
Electricity generating
Power plant operation
and maintenance
services
- Agro Energy Co., Ltd.
Trading / delivery
services of natural
scrap
- Egcom Tara Co., Ltd.
Tap water business
EGCO Green Energy Co., Ltd. and its subsidiary Investing in biomass
fueled electricity
generating plant
- Roi-Et Green Co., Ltd.
Husk fueled electricity
generating plant
EGCO Cogeneration Co., Ltd.
Electricity generating
Sustainable Energy and Environmental
Investing in recycle
Development Co., Ltd. (SEED)
fueled electricity
Subsidiary incorporated in British Virgin Islands
EGCO International B.V.I and its joint ventures Investing in power
energy business
- Conal Holdings Corporation (Conal)
Investing in power
(incorporated in the Philippines)
energy projects
- Quezon Power (Philippines), Limited Co.
Electricity generating
(QPL) (incorporated in the Philippines)
Total investments in subsidiaries
Paid-up
Share
Portion of
Cost
capital
investment
method
Baht’000
(%)
Baht’000
(including indirect holding)
4,702,200
4,850,000
400,000
99.99
99.99
99.99
Dividend
Baht’000
4,702,200
4,850,000
400,000
685,578
283,454
40,074
129,500
22,200
99.99
175,000
70.00
74.00
95.00
1,060,000
11,000
80.00
99.99
891,894
11,000
-
-
99.99
5,668,326
-
729,320
40.00
7,340,472
26.00
16,652,920
1,031,306
As at 30 June 2009, dividend receivable from subsidiaries amounting to Baht 3,472 million was recognised in
the interim company financial statements.
15
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
9
Investments in subsidiaries and interests in joint ventures (continued)
9.1
Investments in subsidiaries (continued)
The principal subsidiaries are as follows: (continued)
Company
31 December 2008
Business
Subsidiaries incorporated in Thailand
Rayong Electricity Generating Co., Ltd.
Khanom Electricity Generating Co., Ltd.
EGCO Engineering and Service Co., Ltd.
and its subsidiaries
- Agro Energy Co., Ltd.
- Egcom Tara Co., Ltd.
EGCO Green Energy Co., Ltd.
and its subsidiary
- Roi-Et Green Co., Ltd.
EGCO Cogeneration Co., Ltd.
Sustainable Energy and Environmental
Development Co., Ltd. (SEED)
Electricity generating
Electricity generating
Power plant operation
and maintenance
services
Trading / delivery
services of natural
scrap
Tap water business
Investing in biomass
fueled electricity
generating plant
Husk fueled electricity
generating plant
Electricity generating
Investing in recycle
fueled electricity
Subsidiary incorporated in British Virgin Islands
EGCO International B.V.I and its joint ventures Investing in power
energy business
- Conal Holdings Corporation (Conal)
Investing in power
(incorporated in the Philippines)
energy projects
- Quezon Power (Philippines), Limited Co.
Electricity generating
(QPL) (incorporated in the Philippines)
Total investments in subsidiaries
Paid-up
share
Portion of
Cost
capital Investment
Method
Baht’000
(%)
Baht’000
(including indirect holding)
4,702,200
4,850,000
400,000
99.99
99.99
99.99
Dividend
Baht’000
4,702,200
4,850,000
400,000
1,272,804
1,052,057
214,893
129,500
41,576
99.99
175,000
70.00
74.00
95.00
1,060,000
11,000
80.00
90.91
891,894
10,000
-
-
99.99
5,126,778
132,858
729,320
40.00
7,340,472
23.40
16,110,372
2,714,188
16
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
9
Investments in subsidiaries and interests in joint ventures (continued)
9.2
Interests in joint ventures
The principal joint ventures are as follows:
Consolidated
30 June 2009
Business
Portion of
investment
(%)
(including indirect holding)
Joint ventures incorporated in Thailand
Gulf Electric Public Co., Ltd.
Investing in power
(Gulf) and its subsidiaries
energy business
BLCP Power Ltd. (BLCP)
Electricity generating
Joint venture incorporated in the Lao People’s Democratic Republic
Nam Theun 2 Power Company Limited
Electricity generating
(construction phase)
Joint ventures incorporated in the Philippines
Conal Holdings Corporation (Conal)
Investing in power
and its subsidiaries
energy projects
Quezon Power (Philippines),
Electricity generating
Limited Co. (QPL)
Cost
method
Baht’000
Equity
method
Baht’000
dividend
Baht’000
50.00
6,672,769
10,516,894
151,628
50.00
9,902,800
10,927,329
1,298,311
25.00
2,215,427
322,429
-
40.00
954,647
615,373
87,849
26.00
4,833,293
4,907,118
68,081
24,578,936
27,289,143
1,605,869
Total interests in joint ventures
As at 30 June 2009, under terms and conditions of the loan agreement of BLCP, the common shares of BLCP
were pledged as collateral for its long-term loans.
As at 30 June 2009, dividend receivable from joint ventures amounting to Baht 4,376 million was recognised in
the consolidated interim financial statements.
Cost
method
Baht’000
Consolidated
31 December 2008
Equity
method
Dividend
Baht’000
Baht’000
50.00
6,672,769
9,255,247
100,626
50.00
9,902,800
10,138,080
3,640,365
40.00
954,647
734,744
81,544
23.40
4,349,957
4,366,187
-
21,880,173
24,494,258
3,822,535
Portion of
investment
Business
(%)
(including indirect holding)
Joint ventures incorporated in Thailand
Gulf Electric Public Co., Ltd. (Gulf)
Investing in power
and its subsidiaries
energy business
BLCP Power Ltd. (BLCP)
Electricity generating
Joint ventures incorporated in the
Philippines
Conal Holdings Corporation (Conal)
and its subsidiaries
Quezon Power (Philippines),
Limited Co. (QPL)
Total interests in joint ventures
Investing in power
energy projects
Electricity generating
17
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
9
Investments in subsidiaries and interests in joint ventures (continued)
9.2
Interests in joint ventures (continued)
The principal joint ventures are as follows: (continued)
Company
30 June 2009
Business
Joint ventures incorporated in Thailand
Gulf Electric Public Co., Ltd. (Gulf) and its subsidiaries
BLCP Power Ltd. (BLCP)
Joint venture incorporated in the Lao People’s
Democratic Republic
Nam Theun 2 Power Company Limited
Investing in power
energy business
Electricity generating
Electricity generating
(construction phase)
Portion of
investment
(%)
Cost
method
Baht’000
Dividend
Baht’000
50.00
6,672,769
151,628
50.00
9,902,800
1,298,311
25.00
2,215,427
-
18,790,996
1,499,939
Total interests in joint ventures
As at 30 June 2009, dividend receivable from a joint venture amounting to Baht 4,288 million was recognised in
the interim company financial statements.
Business
Joint ventures incorporated in Thailand
Gulf Electric Public Co., Ltd. (Gulf)
and its subsidiaries
BLCP Power Ltd. (BLCP)
Joint venture incorporated in the Lao People’s
Democratic Republic
Nam Theun 2 Power Company Limited
Total interests in joint ventures
Portion of
investment
(%)
Company
31 December 2008
Cost
method
Dividend
Baht’000
Baht’000
Investing in power
energy business
Electricity generating
50.00
6,672,769
100,626
50.00
9,902,800
3,640,365
Electricity generating
(construction phase)
25.00
1,638,619
-
18,214,188
3,740,991
18
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
9
Investments in subsidiaries and interests in joint ventures (continued)
9.3
Net liabilities in a joint venture
The movements in net liabilities arising from an interest in a joint venture for the six-month period ended
30 June 2009 are as follows:
Consolidated
Baht’000
Opening net book amount
Capital increase of a joint venture
Share of loss for the period
Translation adjustment
Transfer net liabilities to interest in a joint venture
(39,667)
576,808
(192,475)
(22,237)
(322,429)
Closing net book amount
-
The balances of net liabilities in a joint venture incorporated in the Lao People’s Democratic Republic are as
follows:
Business
Nam Theun 2 Power Co., Ltd.
Electricity generating
(construction phase)
Business
Nam Theun 2 Power Co., Ltd.
Electricity generating
(construction phase)
Portion of
investment
(%)
Cost
method
Baht’000
Consolidated
30 June 2009
Equity
method
Dividend
Baht’000
Baht’000
25.00
2,215,427
(transfer net liabilities to interest in a joint venture)
Portion of
investment
(%)
Cost
method
Baht’000
25.00
1,638,619
Consolidated
31 December 2008
Equity
method
Dividend
Baht’000
Baht’000
(39,667)
-
Principal movements in interests in joint ventures during the six-month period ended 30 June 2009
Nam Theun 2 Power Company Limited (“NTPC”)
During the first quarter of 2009, NTPC called for additional paid-up share capital at US Dollars 16.31 million.
The Group paid for additional paid-up shares in the same portion as its original investment, totalling US Dollars 5.44
million which equals Baht 194.39 million.
During the second quarter of 2009, NTPC called for additional paid-up share capital at US Dollars 32.31 million. The
Group paid for additional paid-up shares in the same portion as its original investment, totalling US Dollars 10.77
million which equals Baht 382.42 million.
19
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
10
Property, plant, equipment and intangible assets, net
Property,
plant and
equipment
Baht’000
Consolidated
Right in
long-term power
and tap water
purchase
agreements
Baht’000
Company
Property,
plant and
equipment
Baht’000
For the six-month period ended 30 June 2009
Opening net book value
Additions
Capitalisation of capital spare parts
Transfer capital spare parts out
Disposals, net
Write off, net
Depreciation and amortisation
17,040,713
70,789
133,852
(84,845)
(1,586)
(22)
(1,095,145)
196,172
(7,263)
567,816
4,078
(1,071)
(22)
(25,223)
Closing net book value
16,063,756
188,909
545,578
As at 30 June 2009, land, buildings and equipment of subsidiaries amounting to Baht 9,089 million were mortgaged
and pledged as collateral in accordance with the loan and debenture agreements, as described in Notes 12 and 13
(31 December 2008: Baht 9,567 million).
As at 30 June 2009, the Group had no capital commitments in respect of construction of power plants and purchase of
equipment but had not yet recognised in the interim consolidated and company financial statements (31 December 2008:
Nil).
Right in long-term power and tap water purchase agreements represents the excess of the cost of an acquisition
over the fair value of the Group’s share of the net assets of the acquired subsidiaries at the date of acquisition
which was previously presented under goodwill.
11
Short-term loan from financial institutions
Short-term loan from financial institutions in the company financial statements.
On 30 April 2008, the Company entered into a long-term promissory note agreement with a local bank to obtain a
credit facility of Baht 4,000 million. The interest rate of such facility is equal to 3-month THBFIX rate plus a
certain margin per annum. Interest is payable on a semi-annual basis and the principal is to be paid upon the final
maturity date which is three years from the date of this agreement. The Company commits to pay a commitment
fee at 0.25% per annum for the credit facility portion that is not drawn or cancelled. During 2008, the Company
drew down six-month promissory note that amounted to Baht 3,500 million which was rolled over on 25 May
2009. Consequently, the Company has outstanding credit facility of Baht 500 million.
20
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
12
Long-term loans, net
The long-term loans are as follows:
As at
Current portion of long-term loans, net
US Dollars
Japanese Yen
Thai Baht
Less Deferred financing fee
Long-term loans, net
US Dollars
Japanese Yen
Thai Baht
Less Deferred financing fee, net
Total long-term loans, net
Consolidated
30 June 31 December
2009
2008
Baht’000
Baht’000
30 June
2009
Baht’000
Company
31 December
2008
Baht’000
77,838
36,104
81,005
(3,755)
79,918
39,293
81,005
(3,755)
-
-
191,192
196,461
-
-
494,498
222,400
4,514,620
(16,271)
547,671
261,689
4,555,123
(18,134)
4,000,000
-
4,000,000
-
5,215,247
5,346,349
4,000,000
4,000,000
5,406,439
5,542,810
4,000,000
4,000,000
Long-term loans of subsidiaries are secured liabilities. The long-term loans are secured over land, buildings,
power plants and equipment of subsidiaries. The subsidiaries have to maintain cash reserves which are provided from
the proceeds of sales of electricity for the purpose of repayment of principal and payment of interest due within
one year (referred to in Note 7). In addition, the Power Purchase Agreements, the Major Maintenance
Agreements and insurance policies have been assigned as collateral in accordance with the conditions under the Loan
and Debenture Agreements.
The movements of the long-term loans can be analysed as follows:
Consolidated
Baht’000
Company
Baht’000
For the six-month period ended 30 June 2009
Opening net book value
Repayments of long-term loans
Amortisation of deferred financing fee
Unrealised exchange gains
5,542,810
(100,108)
1,863
(38,126)
4,000,000
-
Closing net book value
5,406,439
4,000,000
Credit facilities
As at 30 June 2009, the Group had available credit facilities from financial institutions amounting to Baht
4,833 million (31 December 2008: Baht 833 million).
21
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
13
Debentures
The debentures are debentures in Thai Baht of a subsidiary as follows:
As at
Debentures due within one year
Debentures, net
Total debentures
30 June
2009
Baht’000
Consolidated
31 December
2008
Baht’000
863,677
966,345
816,480
1,410,357
1,830,022
2,226,837
The movements of debentures can be analysed as follows:
Consolidated
Baht’000
For the six-month period ended 30 June 2009
Opening net book value
Repayments of debentures
2,226,837
(396,815)
Closing net book value
1,830,022
Debentures of subsidiary are secured liabilities. The subsidiary is required to maintain reserves for the purpose of
repayment of principal and payment of interest due within one year from the proceeds of sales of electricity (as
described in Note 7) and to pledge the relevant assets and agreements as collateral (as described in Note 12).
14
15
Retirement benefits obligation
Consolidated
Baht’000
Company
Baht’000
For the six-month period ended 30 June 2009
Opening net book value
Retirement benefit expenses
Retirement benefit paid
158,487
10,940
(9,198)
45,171
2,600
(9,198)
Closing net book value
160,229
38,573
Dividends
At the Annual General Shareholders’ meeting on 24 April 2009, it was unanimously resolved to pay dividends
in respect of the operating results for the year ended 2008 as follows:
(a) Interim dividends for 526,465,000 shares of Baht 2.50 per share, totaling Baht 1,316 million. These dividends
were paid to shareholders in September 2008.
(b) Dividends for 526,465,000 shares of Baht 2.50 per share, totaling Baht 1,316 million. These dividends were paid
to shareholders in May 2009 (2008: Dividends for 526,465,000 shares of Baht 2.50 per share, totalling Baht
1,316 million).
In addition, during the six-month period ended 30 June 2009 the Company reversed dividend payable to
foreign investors of Baht 8 million approximately (2008: Baht 20 million) as they were unable to exercise their
rights in receiving such dividends.
22
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
16
Business acquisition
On 29 November 2008, EGCO International (B.V.I.) Ltd. (“EGCO BVI”), a 99.99% owned subsidiary of the
Company, purchased 90% of the registered share capital of GPI Quezon Ltd (“GPIQ”) from Global Power
Investment, L.P. which represented the amount of US Dollars 123.30 million. The holding of 90% of GPIQ
share capital provides EGCO BVI with a 23.40% indirect share holding in Quezon Power (Philippines),
Limited Co. (“QPL”) which is a coal-fired power plant with a net capacity of 460 Megawatt and related
transmission line in the Philippines.
On 30 March 2009, EGCO BVI purchased 100% of the outstanding shares of GPI-I, Ltd. (GPI-I) from GPSF
Cayman I LDC (GPSF). Where GPI-I had 10% ownership in GPI Quezon Ltd (“GPIQ”) and GPIQ had indirect
interest in Quezon Power (Philippines), Limited Co. (“QPL”). This transaction provides EGCO BVI with the
increase in aggregated indirect share holding in QPL from 23.40% to 26.00%.
The subsidiary calculated the fair value of the net identifiable assets at the date of acquisition amounting to Baht
4,291 million. The difference between total purchase consideration and fair values of net assets is the right in the
long-term power purchase agreement, which amounting to Baht 542 million. The right in the long-term power
purchase agreement will be amortised on a straight-line basis over the remaining life of the power purchase
agreement. The right in long-term power purchase agreement is included in interest in joint ventures.
Details of the net acquired assets and the right in the long-term power purchase agreement are as follows:
29 November
2008
Baht’000
30 March
2009
Baht’000
Total
Baht’000
5,070,116
1,376,072
(3,387,243)
784,792
555,398
152,416
(371,840)
110,814
5,625,514
1,528,488
(3,759,083)
895,606
Fair value of net assets
Right in long-term power purchase agreement
3,843,737
506,220
446,788
36,548
4,290,525
542,768
Total purchase consideration
4,349,957
483,336
4,833,293
Property, plant and equipment
Fair value adjustment of property, plant and equipment
Loans from financial institution, net
Other assets less other liabilities
23
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
17
Related party transactions
The major shareholders of the Company are the Electricity Generating Authority of Thailand (EGAT) and One
Energy Thailand Limited, holding 25.41% and 22.42% of the Company’s shares, respectively. The remaining
Company’s shares are widely held.
The information of the Company’s subsidiaries and joint ventures is stated in Note 9.
The following material transactions were carried out with related parties:
(a) Sales of electricity
For the three-month and six-month periods ended 30 June 2009
Sales of electricity
- Major shareholder
Three-month
period
Baht’000
Consolidated
Six-month
period
Baht’000
Three-month
period
Baht’000
Company
Six-month
period
Baht’000
1,820,659
3,788,041
-
-
Three-month
period
Baht’000
Consolidated
Six-month
period
Baht’000
Three-month
period
Baht’000
Company
Six-month
period
Baht’000
2,119,905
4,343,189
-
-
For the three-month and six-month periods ended 30 June 2008
Sales of electricity
- Major shareholder
Sales of electricity are calculated based on “Cost plus basis” according to the terms set out in the Power
Purchase Agreements.
The sales of electricity for the three-month and six-month periods ended 30 June 2009 included the compensation
from exchange rate effects approximately Baht 56 million and Baht 120 million, respectively. (Baht 71 million
and Baht 136 million for the three-month and six-month periods ended 30 June 2008, respectively).
(b) Service income and major maintenance expenses
For the three-month and six-month periods ended 30 June 2009
Service income
- Major shareholder
Major maintenance expenses
- Major shareholder
Three-month
period
Baht’000
Consolidated
Six-month
period
Baht’000
Three-month
period
Baht’000
Company
Six-month
period
Baht’000
470
17,852
-
-
3,935
51,401
-
-
24
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
17
Related party transactions (continued)
The following material transactions were carried out with related parties: (continued)
(b) Service income and major maintenance expenses (continued)
For the three-month and six-month periods ended 30 June 2008
Service income
- Major shareholder
Major maintenance expenses
- Major shareholder
Three-month
period
Baht’000
Consolidated
Six-month
period
Baht’000
Three-month
period
Baht’000
Company
Six-month
period
Baht’000
26,731
34,340
-
-
110,319
135,784
-
-
The service income and major maintenance expenses are calculated based on “Cost plus basis”.
(c) Trade receivable from and trade payable to a related party
As at
Trade receivable from a related party
- Major shareholder
Consolidated
30 June 31 December
2009
2008
Baht’000
Baht’000
1,346,458
1,372,876
Company
30 June 31 December
2009
2008
Baht’000
Baht’000
-
-
Trade receivable from a related party as at 30 June 2009 and 31 December 2008 can be analysed as follow:
As at
Not overdue
Overdue below 3 months
Overdue 3 - 6 months
Overdue 6 - 12 months
Overdue over 12 months
Trade payable to a related party
- Major shareholder
Consolidated
30 June 31 December
2009
2008
Baht’000
Baht’000
Company
30 June 31 December
2009
2008
Baht’000
Baht’000
1,344,745
1,700
7
6
1,329,669
17,410
16,972
5,482
3,343
-
-
1,346,458
1,372,876
-
-
20,280
71,932
-
-
25
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
17
Related party transactions (continued)
The following material transactions were carried out with related parties: (continued)
(d) Amounts due from and amounts due to related parties
30 June
2009
Baht’000
Consolidated
31 December
2008
Baht’000
30 June
2009
Baht’000
Company
31 December
2008
Baht’000
290
7,985
8,034
8,196
1,833
5,350
1,854
8,275
8,034
10,029
7,204
223,378
220,620
223,378
220,620
8,082
7,441
-
23
30 June
2009
Baht’000
Consolidated
31 December
2008
Baht’000
30 June
2009
Baht’000
Company
31 December
2008
Baht’000
Current portion of long-term loan to
related parties
- Subsidiaries
-
-
506,082
966,282
Long-term loan to a related party, net
- Subsidiary
-
-
734,118
734,118
-
-
1,240,200
1,700,400
-
-
1,758
3,658
As at
Amounts due from related parties
- Subsidiaries
- Joint ventures
Amounts due from a related party
due over one year
Amounts due to related parties
- Other related parties
(e) Long-term loan to related parties and related interests
As at
Interest receivables
- Subsidiaries
The movements of long-term loan to a related party can be analysed as follows:
For the six-month periods ended
30 June
Subsidiaries
Opening net book value
Loan repayments received during
the period
Closing net book value
2009
Baht’000
Consolidated
2008
Baht’000
2009
Baht’000
Company
2008
Baht’000
-
-
1,700,400
2,567,240
-
-
(460,200)
(433,420)
-
-
1,240,200
2,133,820
26
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
17
Related party transactions (continued)
The following material transactions were carried out with related parties: (continued)
(e) Long-term loan to a related party and related interests (continued)
The movements of long-term loan to a related party can be analysed as follows: (continued)
For the three-month and six-month periods ended 30 June 2009
Three-month
period
Baht’000
Consolidated
Six-month
period
Baht’000
Three-month
period
Baht’000
Company
Six-month
period
Baht’000
-
-
24,790
51,046
Three-month
period
Baht’000
Consolidated
Six-month
period
Baht’000
Three-month
period
Baht’000
Company
Six-month
period
Baht’000
-
-
36,909
75,476
30 June
2009
Baht’000
Consolidated
31 December
2008
Baht’000
30 June
2009
Baht’000
Company
31 December
2008
Baht’000
Investment in debentures
- Subsidiary
-
-
18,306
22,275
Interest receivable
- Subsidiary
-
-
159
206
Three-month
period
Baht’000
Consolidated
Six-month
period
Baht’000
Three-month
period
Baht’000
Company
Six-month
period
Baht’000
-
-
1,008
2,039
Interest income
- Subsidiaries
For the three-month and six-month periods ended 30 June 2008
Interest income
- Subsidiaries
(f) Investments in debentures issued by a subsidiary and related interests
As at
For the three-month and six-month periods ended 30 June 2009
Interest income
- Subsidiary
27
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
17
Related party transactions (continued)
The following material transactions were carried out with related parties: (continued)
(f) Investments in debentures issued by a subsidiary and related interests (continued)
For the three-month and six-month periods ended 30 June 2008
Interest income
- Subsidiary
Three-month
period
Baht’000
Consolidated
Six-month
period
Baht’000
Three-month
period
Baht’000
Company
Six-month
period
Baht’000
-
-
1,346
2,723
Investment in debentures of a subsidiary was included in short-term and long-term investments in the
company balance sheets as at 30 June 2009 and 31 December 2008.
18
Commitments and significant agreements
For the six-month period ended 30 June 2009, there were no significant changes in commitments and other
agreements from the year ended 31 December 2008; however, there were changes in the amount of the
commitments as follows:
Commitments of the Company
(a) As at 30 June 2009, the Company had commitments under Sponsor Support Agreements, which were made
in respect of loans of subsidiaries totaling Baht 420 million (31 December 2008: Baht 463 million).
(b) As at 30 June 2009, the Company had commitments under Counter Guarantee and Standby Letters of Credit
issued on behalf of the Company to a subsidiary and joint ventures of Baht 2,570 million (31 December
2008: Baht 3,290 million).
Significant agreements
(c) On 30 June 2009, the Company entered into a long-term loan agreement with a local bank to obtain a
credit facility of Baht 4,000 million. The facility has a fixed interest rate. Interest is payable on a monthly
basis and the principal is to be paid upon the final maturity date which is seven years from the date of the
agreement. Any part of the Facility which is not utilised or drawn down by 30 September 2009 shall be
automatically cancelled without any fee.
(d) A subsidiary of the Company entered into a Parts Supply Agreement with a third party company to purchase
spare parts for use in the maintenance of power plants. The total commitment amount is US Dollars 14.49
million which equals Baht 516.74 million. This agreement is effective from 2 February 2009 till 15 December
2012.
19
Business transfer
At the Annual General Shareholders’ Meeting dated 21 April 2008, shareholders approved the acquisition of
the entire business of Rayong Electricity Generating Co., Ltd. (REGCO), a wholly owned subsidiary of the
Company, on 1 July 2008 or any other date that would be determined by the president, and REGCO’s
dissolution and liquidation in the same year.
Under the new Energy Industry Act B.E. 2550, REGCO has to carry out certain required processes which are then
subject to a public hearing conducted by the Energy Regulatory Commission in order to get an approval of
business transfer. Currently the process of public hearing has not been completed.
28
Electricity Generating Public Company Limited
Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements
For the six-month periods ended 30 June 2009 and 2008
20
Discontinued operation
During the period ended 30 June 2009, the Group had the discontinued operation which is Sustainable Energy
and Environmental Development Co., Ltd. (“SEED”), registered and resident in Thailand and is a wholly-owned
subsidiary of the Company. SEED registered for the liquidation with the Ministry of Commerce on 19 June 2009.
As at 30 June 2009, SEED is in the process of accounting dissolution. However, the financial statements of
a subsidiary is not material to the interim consolidated financial statements being presented.
21
Post balance sheet event of the Company
(a) Natural Energy Development Co., Ltd. (NED)
On 9 July 2009, the Executive Committee approved the joint investment with CLP Thailand Renewables Limited
and Diamond Generating Asia, Limited in Natural Energy Development Co., Ltd. (“NED”) which will be
dedicated to development of renewable energy projects in Thailand. Each of the parties will hold equal 33.33%
stake in NED.
In July 2009, NED issued additional ordinary shares of 1.4 million shares at par value of Baht 10 per share.
EGCO exercised its right to subscribe to the newly issued shares with a value totaling Baht 8 million to secure its
initial capital contribution for a 33.33% stake in NED.
(b) Additional paid-up shares of a joint venture
In July and August 2009, NTPC, a joint venture, called for addition paid-up share capital, totalling US Dollars
8.61 million and US Dollars 5.7 million, respectively. The Group has committed to pay for additional paid-up
share in the same proportion as its original investment, totalling US Dollars 4.77 million.
29