Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
1
General information
Minor International Public Company Limited (“the Company”) is a public limited company which is listed on the
Stock Exchange of Thailand in October 1988 and is incorporated and domiciled in Thailand. The addresses of
the Company’s registered offices are as follows:
Bangkok: 16th Floor, Berli Jucker House, 99 Soi Rubia, Sukhumvit 42, Prakanong, Klongtoey, Bangkok
10110, Thailand.
Pattaya:
218/2-4, Moo 10, Beach Road, Nongprue, Banglamung, Chonburi, Thailand.
For the reporting purposes, the Company and its subsidiaries are referred to as the Group.
The Group engages in investment activities, hotel, restaurant operations, and distribution and manufacturing.
The Group mainly operates in Thailand and also has operations in other countries including Singapore, the
People’s Republic of China, Republic of Maldives, The United Arab Emirates, Sri Lanka and Australia, etc.
This interim consolidated and Company financial information was authorised for issue by the Audit Committee
on 13 November 2013.
This interim consolidated and Company financial information has been reviewed, not audited.
2
Basis of preparation
This interim consolidated and Company financial information was 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 information (i.e. statement of financial position,
income statement and statement of comprehensive 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 information are prepared in a condensed format according to Thai Accounting Standard 34, “Interim
Financial Reporting” and additional notes are presented as required by the Securities and Exchange
Commission under the Securities and Exchange Act.
The interim financial information should be read in conjunction with the annual financial statements for the
year ended 31 December 2012.
An English version of the interim consolidated and Company financial information has been prepared from the
interim financial information that is in the Thai language. In the event of a conflict or a difference in interpretation
between the two languages, the Thai language interim financial information shall prevail.
18
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
3
Accounting policies
The accounting policies used in the preparation of the interim financial information are consistent with those used
in the annual financial statements for the year ended 31 December 2012, except as described below.
New/revised accounting standards and related interpretations which are effective on 1 January 2013 and are
relevant to the Group are:
TAS 12
TAS 20
TAS 21 (Revised 2009)
TFRS 8
TSIC 10
TSIC 21
TSIC 25
Income taxes
Accounting for Government Grants and Disclosure of Government Assistance
The Effects of Changes in Foreign Exchange Rates
Operating Segments
Government Assistance - No Specific Relation to Operating Activities
Income Taxes - Recovery of Revalued Non-Depreciable Assets
Income Taxes - Changes in the Tax Status of an Entity or its Shareholders
The new accounting policies resulting from new/revised accounting standards and related interpretations are
described in Note 4. There is no material impact to the Group as a result of initial adoption, except for the
accounting policy related to income tax as described in Note 5.
A revised accounting standard which is effective on 1 January 2014 and is relevant to the Group is:
TAS 12 (Revised 2012)
Income taxes
The revised TAS 12 sets out the additional requirement on the measurement of the deferred tax liabilities and
deferred tax assets arising from investment property that is measured using the fair value model in TAS 40
(Revised 2009) “Investment Property” and from a non-depreciable asset measured using the revaluation model
under TAS 16 (Revised 2009) “Property, Plant and Equipment”. The revised TAS 12 withdraws TSIC 21 Income
Taxes - Recovery of Revalued Non-Depreciable Assets. There is no impact to the Group as a result of adoption
of the revised accounting standard.
New interpretations which are effective on 1 January 2014 and are relevant to the Group are:
TFRIC 1
TFRIC 4
TFRIC 5
TFRIC 7
TFRIC 10
TFRIC 12
TFRIC 13
TFRIC 17
TFRIC 18
TSIC 15
TSIC 27
TSIC 29
TSIC 32
Changes in Existing Decommissioning, Restoration and Similar Liabilities
Determining whether an Arrangement contains a Lease
Right to Interests arising from Decommissioning, Restoration and Environmental
Rehabilitation Funds
Applying the Restatement Approach under TAS 29 Financial Reporting in
Hyperinflationary Economics
Interim Financial Reporting and Impairment
Service Concession Arrangements
Customer Loyalty Programmes
Distributions of Non-cash Assets to Owners
Transfers of Assets from Customers
Operating Leases - Incentives
Evaluating the Substance of Transactions in the Legal form of a Lease
Service Concession Arrangements: Disclosure
Intangible assets - Web Site Costs
TFRIC 1 provides guidance on accounting for changes in the measurement of an existing decommissioning,
restoration and similar liability that result from changes in estimated timing or amount of the outflow of
resources embodying economic benefits required to settle the obligation, or a change in the discount rate. The
management is currently assessing the impact of applying this interpretation.
TFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based on the
substance of the arrangement. It requires an assessment of whether: (1 ) fulfilment of the arrangement is
dependent on the use of a specific asset or assets (the asset); and (2) the arrangement conveys a right to use the
asset. The management is currently assessing the impact of applying this interpretation.
19
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
3
Accounting policies (Cont’d)
TFRIC 5 provides guidance on accounting in the financial statements of a contributor for interests arising from
decommissioning funds that the assets are administered separately and a contributor’s right to access the assets
is restricted. TFRIC 5 is not relevant to the Group’s operations.
TFRIC 7 provides guidance on how to apply the requirements of TAS 29, Financial Reporting in
Hyperinflationary Economics, in a reporting period in which an entity identifies the existence of hyperinflation
in the economy of its functional currency, when the economy was not hyperinflationary in the prior period.
TFRIC 7 is not relevant to the Group’s operations.
TFRIC 10 prohibits reversal of impairment loss recognised in a previous interim period in respect of goodwill.
The management is currently assessing the impact of applying this interpretation.
TFRIC 12 applies to public-to-private service concession arrangements whereby a private sector operator
participates in the development, financing, operation and maintenance of infrastructure for public sector
services. TFRIC12 is not relevant to the Group’s operations.
TFRIC 13 clarifies that where goods or services are sold together with a customer loyalty incentive (for example,
loyalty points or free products), the arrangement is a multiple-element arrangement, and the consideration
received or receivable from the customer is allocated between the components of the arrangement using fair
values. The management is currently assessing the impact of applying this interpretation.
TFRIC 17 provides guidance on accounting for the distributions of non-cash assets to owners acting in their
capacity as owners. The interpretation addresses the issues on the dividend payable recognition and
measurement and the accounting for any difference between the carrying amount of the assets distributed and
the carrying amount of the dividend payable when an entity settles the dividend payable. This interpretation
has no impact to the Group.
TFRIC 18 sets out the accounting for transfers of items of property, plant and equity by entities that receive
such transfers from their customers. Agreements within the scope of this interpretation are agreements in
which an entity receives from a customer an item of property, plant and equipment that the entity must then
use either to connect to a network or to provide the customer with ongoing access to supply of goods or
services. The interpretation addresses the issues on the initial recognition and the accounting treatment of the
transferred assets. This interpretation has no impact to the Group.
TSIC 15 sets out the accounting for the recognition of incentive that a lessor provides to a lessee in an
operating lease. This interpretation has no impact to the Group.
TSIC 27 provides guidance on evaluating the substance of transactions in the legal form of a lease between the
entity and the investor whether a series of transactions is linked and should be accounted for as one transaction
and whether the arrangement meets the definition of a lease under TAS 17 “Leases”. The accounting shall
reflect the substance of the arrangement. This interpretation has no impact to the Group.
TSIC 29 contains disclosure requirements in respect of public-to-private service arrangements. This interpretation
has no impact to the Group.
TSIC 32 provides guidance on the internal expenditure on the development and operation of the entity web site
for internal or external access. The entity shall comply with the requirements described in TAS 38 “Intangible
Assets”. This interpretation has no impact to the Group.
20
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
3
Accounting policies (Cont’d)
New accounting standard which is effective on 1 January 2016 and is relevant to the Group:
TFRS 4
Insurance Contracts
TFRS 4 applies to all insurance contracts (including reinsurance contracts) that an entity issues and to
reinsurance contracts that it holds. TFRS 4 is not relevant to the Group’s operations.
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.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total
annual profit or loss.
4
New accounting policies
4.1
Current and deferred income taxes
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the end of reporting period in the countries where the subsidiaries and associates of the Group operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising from
differences between the tax base of assets and liabilities and their carrying amounts in the financial
statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the end of the reporting period and are expected to apply
when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised. Deferred income tax is provided
on temporary differences arising from investments in subsidiaries and associates, except where the timing
of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net basis.
The impact to the Group and the Company as a result of the initial adoption of the standard is shown in Note 5.
21
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
4
New accounting policies (Cont’d)
4.2
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial information of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (“the functional
currency”). The consolidated financial information are presented in Baht which is the Company’s
functional and the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation where items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the profit or loss.
When a gain or loss on a non-monetary item is recognised in other comprehensive income, any
exchange component of that gain or loss is recognised in other comprehensive income. Conversely,
when a gain or loss on a non-monetary item is recognised in profit and loss, any exchange
component of that gain or loss is recognised in profit and loss.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a
hyper-inflationary economy) that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:



Assets and liabilities for each statement of financial position presented are
translated at the closing rate at the date of that statement of financial position;
Income and expenses for each statement of comprehensive income are
translated at average exchange rates; and
All resulting exchange differences are recognised as a separate component
of equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation and translated at the closing rate.
The adoption of TAS 21 (Revised 2009) does not have the significant impact to the Group’s interim
financial information.
4.3
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The Chief Operating Decision-Maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the Company’s
Management Committee that makes strategic decisions (see Note 6).
22
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
5
Restatement
As described in Note 4, the Group has adopted the Accounting Standard No. 12 Income taxes, effective on
1 January 2013, and has accounted for the adoption retrospectively in accordance with the accounting standard.
The comparative financial statements and financial information have been restated accordingly. The effect of
the adoption on the statement of financial position as at 31 December 2012 and the effect on the income
statement and the statement of comprehensive income for the nine-month period ended 30 September 2012 are
summarised below.
Consolidated
Baht’000
Company
Baht’000
399,176
368,042
(22,726)
(1,861)
1,824,560
(799,902)
(100,962)
(261,822)
(14)
(16,468)
146,390
(184,316)
(146,379)
(11)
-
139,778
(139,778)
(32,582)
32,582
(139,785)
32,576
(0.0391)
(0.0383)
0.0090
0.0088
Statement of financial position as at 31 December 2012
Increase in intangible assets
Increase in deferred tax assets
Decrease in other non-current assets
Decrease in income tax payable
Increase in deferred tax liabilities
Decrease in non-current liabilities
Decrease in retained earnings at 1 January 2012
Decrease in retained earnings at 31 December 2012
Decrease in other components of equity
Decrease in non-controlling interests
Income statement
for the nine-month period ended 30 September 2012
Increase (decrease) in income tax
(Decrease) increase in profit for the period
Statement of comprehensive income
for the nine-month period ended 30 September 2012
(Decrease) increase in total comprehensive income for the period
Earnings per share
for the nine-month period ended 30 September 2012
(Decrease) increase in basic earnings per share
(Decrease) increase in diluted earnings per share
23
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
6
Segment information
The Group discloses four operating segments which include Hotel & Spa, Mixed use, Restaurant and Retail. The four segments are determined pursuant to business activities and
operating results that are regularly reviewed by Chief Operating Decision Makers and aggregation criteria as disclosed in Note 4.3.
6.1
Financial information by operating segments
Hotel & Spa
2013
2012
For the nine-month period ended 30 September (Baht Million)
Mixed use
Restaurant
Retail
Eliminated
2013
2012
2013
2012
2013
2012
2013
2012
Revenues
External
Related parties
9,500
545
9,106
440
3,240
65
2,707
68
11,041
9
9,484
20
2,714
-
2,511
-
(619)
(528)
26,495
-
23,808
-
Total revenues
10,045
9,546
3,305
2,775
11,050
9,504
2,714
2,511
(619)
(528)
26,495
23,808
Costs
External
Related parties
3,985
10
3,770
12
814
12
1,006
9
3,293
-
2,888
-
1,629
-
1,529
-
(22)
(21)
9,721
-
9,193
-
3,995
3,782
826
1,015
3,293
2,888
1,629
1,529
(22)
(21)
9,721
9,193
Gross profit
Selling and administrative expenses
6,050
(3,599)
5,764
(3,400)
2,479
(1,335)
1,760
(781)
7,757
(6,069)
6,616
(5,260)
1,085
(828)
982
(742)
(597)
314
(507)
285
16,774
(11,517)
14,615
(9,898)
EBITDA
Depreciation and amortisation
Financial costs
Sharing profit (loss) from associates
and joint ventures
2,451
(937)
(772)
2,364
(937)
(813)
1,144
(127)
(91)
979
(95)
(60)
1,688
(603)
(166)
1,356
(509)
(132)
257
(97)
(38)
240
(84)
(41)
(283)
283
(222)
222
5,257
(1,764)
(784)
4,717
(1,625)
(824)
59
50
-
-
298
281
(10)
(5)
-
-
347
326
Result before tax
Tax
801
(132)
664
(223)
926
(164)
824
(117)
1,217
(134)
996
(134)
112
(29)
110
(39)
-
-
3,056
(459)
2,594
(513)
669
441
762
707
1,083
862
83
71
-
-
2,597
2,081
Total costs
Net profit
Total
2013
2012
24
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
6
Segment information (Cont’d)
6.2
Financial information by geographical segments
Hotel & Spa
2013
2012
For the nine-month periods ended 30 September (Baht Million)
Mixed use
Restaurant
Retail
2013
2012
2013
2012
2013
2012
Revenues
Thailand
Singapore
Australia and New Zealand
The People’s Republic of China
Others
Eliminated
5,245
3,508
36
1,256
(545)
4,792
3,764
24
966
(440)
3,251
54
(65)
2,763
12
(68)
7,842
1,976
1,140
92
(9)
7,426
1,701
335
42
(20)
2,714
-
2,511
-
19,052
1,976
3,508
1,176
1,402
(619)
17,492
1,701
3,764
359
1,020
(528)
Total
9,500
9,106
3,240
2,707
11,041
9,484
2,714
2,511
26,495
23,808
Hotel & Spa
2013
2012
For the nine-month periods ended 30 September (Baht Million)
Mixed use
Restaurant
Retail
2013
2012
2013
2012
2013
2012
Total
2013
2012
Total
2013
2012
Net profit (loss)
Thailand
Singapore
Australia and New Zealand
The People’s Republic of China
Others
(74)
(1)
297
20
427
(244)
371
(5)
319
783
(41)
20
713
(6)
767
208
103
86
(81)
824
140
51
(109)
(44)
83
-
71
-
1,559
207
400
65
366
1,364
140
422
(114)
269
Total
669
441
762
707
1,083
862
83
71
2,597
2,081
25
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
7
Related party transactions
The Company is the ultimate parent company. The significant investments in subsidiaries, associates and joint
ventures are set out in Note 10.
The Minor Food Group Public Company Limited (“MFG”) and Minor Corporation Public Company Limited
(“MINOR”) are subsidiaries. Therefore, all companies under MFG and MINOR are considered related parties
of the Group.
The following material transactions were carried out with related parties:
For the nine-month periods ended 30 September
Consolidated
Company
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Sales of goods and services
Sales of food and beverage
Associates
84,179
78,333
-
-
Total sales of food and beverage
84,179
78,333
-
-
Management fee income
Subsidiaries
Associates
Joint ventures
Related parties
111,408
2,186
2,521
111,816
2,068
2,668
164,514
2,383
-
132,723
520
-
Total management fee income
116,115
116,552
166,897
133,243
Dividends income
Subsidiaries
Associates
Joint ventures
229,053
20,034
240,242
12,915
106,294
176,623
-
188,132
130,548
-
Total dividends income
249,087
253,157
282,917
318,680
Interest income
Subsidiaries
Associates
Joint ventures
13,491
50
9,753
-
663,526
-
519,191
-
Total interest income
13,541
9,753
663,526
519,191
Other income
Subsidiaries
Associates
Joint ventures
Related parties
2,854
89
371
3,666
49
424
32,860
-
35,631
20
-
Total other income
3,314
4,139
32,860
35,651
26
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
7
Related party transactions (Cont’d)
For the nine-month periods ended 30 September
Consolidated
Company
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Purchases of goods and services
Purchases
Associates
48,840
42,575
-
-
Total purchases
48,840
42,575
-
-
Rental expenses
Subsidiaries
Related parties
12,032
9,542
57,585
-
58,556
-
Total rental expenses
12,032
9,542
57,585
58,556
Management fee expenses
Subsidiaries
-
-
40,211
37,815
Total management fee expenses
-
-
40,211
37,815
Interest expenses
Subsidiaries
-
-
23,522
27,022
Total interest expenses
-
-
23,522
27,022
Other expenses
Subsidiaries
Related parties
18,668
17,329
129
1,560
52
11,812
Total other expenses
18,668
17,329
1,689
11,864
Management remuneration
Management benefit expenses of the Group and the Company for the nine-month period ended 30 September
2013 were Baht 163.7 million and Baht 59.9 million, respectively (30 September 2012: Baht 125.43 million
and Baht 59.78 million, respectively). Management remuneration comprised short-term benefits such as
salaries, bonus and other allowances.
27
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
7
Related party transactions (Cont’d)
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Outstanding balances arising from
sales/purchases of goods/services
a)
b)
Receivables from:
Subsidiaries
Associates
Joint ventures
Related parties
229,784
259
1,647
239,866
401
1,976
482,924
34,730
16
424,190
24,913
208
Total receivables from related parties
231,690
242,243
517,670
449,311
Subsidiaries
Associates
Joint ventures
803,503
25,431
627,571
1,964
19,447,000
-
17,724,255
-
Total long-term loans to related parties
828,934
629,535
19,447,000
17,724,255
Long-term loans to related parties:
Consolidated
Baht’000
Company
Baht’000
Subsidiaries
Opening amount
Additions
Unrealised gain on exchange rate
-
17,724,255
1,632,724
90,021
Closing amount
-
19,447,000
Associates
Opening amount
Additions
Translation adjustment
627,571
162,197
13,735
-
Closing amount
803,503
-
Joint ventures
Opening amount
Additions
Translation adjustment
1,964
23,626
(159)
-
Closing amount
25,431
-
For the nine-month period ended 30 September 2013
Long-term loans to related parties are unsecured and denominated in both Thai Baht and foreign
currencies. The loans are provided at the market rates of interest as referenced and quoted by commercial
banks. The loans are due for repayment at call but the Group has no intentions to call the loans for
settlement within the next 12 months.
28
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
7
Related party transactions (Cont’d)
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
c) Payables to:
Subsidiaries
Associates
Joint ventures
Related parties
5,973
2
8,298
7,122
18,259
41,191
257
24,461
52
184
14,273
25,381
41,448
24,697
Subsidiaries
-
-
1,643,090
1,448,554
Total short-term borrowings from
related parties
-
-
1,643,090
1,448,554
Consolidated
Baht’000
Company
Baht’000
Subsidiaries
Opening amount
Additions
-
1,448,554
194,536
Closing amount
-
1,643,090
Total payables to related parties
d) Short-term borrowings from
related parties:
For the nine-month period ended 30 September 2013
Short-term borrowings from subsidiaries are unsecured and denominated in Thai Baht. They are due at call
and carry a market rate of interest as referenced by the interest rates quoted by commercial banks.
8
Trade and other receivables
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Current
Trade receivables - third parties
Less Provision for impairment of
trade receivables
1,214,457
1,447,130
15,359
23,041
(91,479)
(92,780)
(41)
(12)
Trade receivables - third parties, net
Amounts due from related parties (Note 7)
Prepayments
Other receivables
1,122,978
231,690
393,082
959,561
1,354,350
242,243
479,464
878,762
15,318
517,670
18,872
16,648
23,029
449,311
12,428
14,602
Total trade and other receivables
2,707,311
2,954,819
568,508
499,370
29
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
8
Trade and other receivables (Cont’d)
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Non-current
Trade receivables long-term contracts
Less Deferred interest
Less Provision for impairment
of trade receivables
Trade receivables long-term contracts, net
9
2,807,231
(709,967)
1,402,508
(329,754)
-
-
(12,555)
(8,849)
-
-
2,084,709
1,063,905
-
-
Long-term investments
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Available-for-sale investments
Other companies
Related companies
691,355
112,945
238,505
116,913
213
-
161
-
Total available-for-sale investments
804,300
355,418
213
161
Held-to-maturity investments
General investments
100,000
27
100,000
14
100,000
-
100,000
-
Total other long-term investments
100,027
100,014
100,000
100,000
Total long-term investments
904,327
455,432
100,213
100,161
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
Change in fair value of investments
Translation adjustment
238,505
344,943
89,750
18,157
161
52
-
Closing net book amount
691,355
213
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Change in fair value of investments
116,913
(3,968)
-
Closing net book amount
112,945
-
a)
b)
Available-for-sale investments in other companies
Available-for-sale investments in related parties
30
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
9
Long-term investments (Cont’d)
c)
d)
10
Held-to-maturity investment
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
100,000
-
100,000
-
Closing net book amount
100,000
100,000
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
14
13
-
Closing net book amount
27
-
General investments
Investments in subsidiaries, associates and joint ventures
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Subsidiaries
Associates
Joint ventures
4,201,295
27,115
4,013,920
197,120
5,809,121
2,150,196
24,284
5,808,901
2,150,196
24,284
Total investments in subsidiaries,
associates and joint ventures
4,228,410
4,211,040
7,983,601
7,983,381
a) Investments in subsidiaries
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
5,808,901
220
Closing net book amount
5,809,121
31
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
a) Investments in subsidiaries (Cont’d)
The details of investments in subsidiaries at the date on the interim statements of financial position are
investments in ordinary shares of subsidiaries and units in property funds as follows:
Company
Company
Chao Phaya Resort Limited
Hua Hin Resort Limited
Maerim Terrace Resort Limited
Royal Garden Development Limited
Samui Resort and Spa Limited
Rajadamri Hotel Public Company
Limited
MI Squared Limited
Hua Hin Village Limited
Baan Boran Chiangrai Limited
Samui Village Limited
Coco Palm Hotel & Resort Limited
Coco Recreation Limited
Samui Beach Club Owner Limited
The Minor Food Group Public
Company Limited (“MFG”)
Royal Garden Plaza Limited
M Spa International Limited (“MST”)
Samui Beach Residence Limited
Coco Residence Limited
Minor Hotel Group Limited
RNS Holding Limited
Minor Global Solutions Limited
Chao Phaya Resort and
Residence Limited
Minor Corporation Public
Company Limited (“MINOR”)
RGR International Limited
R.G.E. (HKG) Limited
M&H Management Limited
Lodging Investment (Labuan) Limited
Minor International (Labuan) Limited
AVC Club Developer Limited
AVC Vacation Club Limited
Nature of
business
Investment portion (%)
Country of 30 September 31 December
incorporation
2013
2012
Hotel operation and
shopping mall
Management
Hotel operation
In liquidation process
Hotel operation
Hotel operation
Thailand
81.24
81.24
Thailand
Thailand
Thailand
Thailand
Thailand
100
45.30(1)
100
100
99.22
100
45.30(1)
100
100
99.22
Hotel operation
Hotel operation
Hotel operation
Hotel operation
Hotel operation
Hotel operation
Hotel operation &
rent of property
Sales of food
and beverage
Shopping mall
Spa services
Sales of property
Sales of property
Hotel management
Management
Management
Hotel operation
& sales of property
Distribution
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Thailand
99.73
99.72
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
100
51(2)
100
100
100
100
100
100
100
51(2)
100
100
100
100
100
100
Thailand
91.35(3)
91.35(3)
Management
British Virgin
Islands
Hong Kong
Republic of
Mauritius
Malaysia
Malaysia
Republic of
Mauritius
Republic of
Mauritius
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Management
Management
Holding investment
Hotel operation
Vacation club point
sales
Vacation club point
sales
32
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
a) Investments in subsidiaries (Cont’d)
Company
Company
Thai Project Property Fund
Phuket Beach Club Owner Limited
MHG Phuket Limited
Minor Sky Rider Limited
Nature of
business
Property investment
Management
Hotel operation
Entertainment
operation
Investment portion (%)
Country of 30 September 31 December
incorporation
2013
2012
Thailand
Thailand
Thailand
Thailand
99.90
100
100
49(4)
99.90
100
100
49(4)
(1) Investment portion of 45.30% represents direct holding in Maerim Terrace Resort Limited. Another
25.84% indirect holding is invested through subsidiary.
(2) Investment portion of 51% represents direct holding in MST. Another 49% indirect holding is invested
through subsidiary.
(3) Investment portion of 91.35% represents direct holding in MINOR. Another 8.57% indirect holding is
invested through subsidiary.
(4) Investment portion in Minor Sky Rider Limited is 49% but the Company has voting right at 66.67%.
Subsidiary companies under subsidiaries included in the preparation of the consolidated financial
information are:
Company
MFG’s subsidiaries
Swensen’s (Thai) Limited
Minor Cheese Limited
Minor Dairy Limited
Minor DQ Limited
Catering Associates Limited
Burger (Thailand) Limited
International Franchise Holding
(Labuan) Limited
SLRT Limited
Primacy Investment Limited
The Coffee Club (Thailand) Limited
Nature of
business
Sales of food and
beverage
Manufacturing and sales
of cheese
Manufacturing and sales
of ice-cream
Sales of food and
beverage
Catering service
Sales of food and
beverage
Franchise owner
Sales of food and
beverage
Holding investment
Sales of food and
beverage
Investment portion (%)
Country of 30 September
31 December
incorporation
2013
2012
Thailand
100
100
Thailand
100
100
Thailand
100
100
Thailand
100
100
Thailand
Thailand
51
95
51
95
Malaysia
100
100
Thailand
100
100
Republic of
Mauritius
Thailand
100
100
100
100
33
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
a) Investments in subsidiaries (Cont’d)
Company
Nature of
business
Investment portion (%)
Country of 30 September 31 December
incorporation
2013
2012
International Franchise Holding (Labuan) Limited’s subsidiaries
Franchise Investment Corporation
Franchise owner
British Virgin
of Asia Ltd.
Islands
The Minor (Beijing) Restaurant
Sales of food and
People’s
Management Co., Ltd. (formerly
beverage
Republic of
“The Minor Food Group (China)
China
Limited”)
Primacy Investment Limited’s subsidiaries
Delicious Foodstuff (Labuan) Limited
Delicious Beverage (Labuan) Limited
Delicious Food Holding (Singapore)
Pte. Ltd.
Minor Food Group (Singapore) Pte. Ltd.
(formerly “ThaiExpress Concepts Pte.
Ltd.”)
MFG International Holding (Singapore)
Pte. Ltd.
100
100
100
100
Holding investment
Holding investment
Holding investment
Malaysia
Malaysia
Singapore
100
100
100
100
100
100
Holding investment
Singapore
100
100
Holding investment
Singapore
100
100
MFG International Holding (Singapore) Pte. Ltd.’s subsidiary
Over Success Enterprise Pte. Ltd.
Holding investment
Singapore
49*
49*
*Investment portion in Over Success Enterprise Pte. Ltd. is 49% but the Group has voting right at 66.67%.
Delicious Food Holding (Singapore) Pte. Ltd.’s subsidiaries
Delicious Food Holding (Australia)
Holding investment
Pty. Ltd.
Delicious Food Australia Finance
Management
Pty. Ltd.
MHG Hotel Holding Australia Pty. Ltd.
Holding investment
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
British Virgin
Islands
People’s
Republic of
China
100
100
100
100
100
100
Management
British Virgin
Islands
Singapore
100
100
Management
Singapore
100
100
MHG Hotel Holding Australia Pty. Ltd.’s subsidiary
Oaks Hotels & Resorts Limited
Providing services for
(“OAKS”)
accommodation
M Spa International Limited’s subsidiaries
MSpa Ventures Limited
MSpa Enterprise Management
(Shanghai) Limited
Minor Hotel Group Limited’s subsidiaries
Hospitality Investment International
Limited
MHG International Holding (Singapore)
Pte. Ltd
MHG IP Holding (Singapore) Pte. Ltd.
Spa services
Spa services
Holding investment
34
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
a) Investments in subsidiaries (Cont’d)
Company
Nature of business
Hospitality Investment International Limited’s subsidiaries
Lodging Management (Labuan) Limited
Hotel management
Lodging Management (Mauritius) Limited
Hotel management
PT Lodging Management (Indonesia)
Limited
Jada Resort and Spa (Private) Limited
Elewana Investment Limited
100
100
100
100
93.3
93.3
Sri Lanka
Republic of
Mauritius
80.1
100
80.1
100
The Kingdom
of Cambodia
80
-
Sales of property
Hotel operation
Thailand
Thailand
100
100
100
100
Marketing services
Sales & marketing
services
Hong Kong
Singapore
100
100
100
100
Sales & marketing
services
Hotel and property
development
Indonesia
-*
-*
Indonesia
-*
-*
Hotel management
Hotel operation
Holding investment
Lodging Management (Mauritius) Limited’s subsidiary
Sothea Pte. Ltd. (Note 23)
Hotel operation
MI Squared Limited’s subsidiaries
Rajadamri Residence Limited
Rajadamri Lodging Limited
AVC Vacation Club Limited’s subsidiaries
Anantara Vacation Club (HK) Limited
AVC Vacation Club (Singapore) Pte. Ltd.
AVC Club Developer Limited’s subsidiaries
PT MHG Indonesia Limited
PT MHG Bali Limited
Investment portion (%)
Country of 30 September 31 December
incorporation
2013
2012
Malaysia
Republic of
Mauritius
Indonesia
* The Group provided loans to 2 directors of PT MHG Indonesia Limited and PT MHG Bali Limited. These
2 directors have used the companies’ ordinary shares as collateral and granted the share purchase option to the Group.
In substance, the Group has control over these companies; therefore, these companies are identified as the subsidiaries of
the Group.
Jada Resort and Spa (Private) Limited’s subsidiary
Paradise Island Resorts (Private) Limited
Hotel operation
Sri Lanka
80.1
80.1
People’s
Republic of
China
People’s
Republic of
China
100
100
100
100
The Kingdom
of the
Netherlands
100
-
Hotel operation
Hotel operation
Holding investment
Vietnam
Vietnam
Vietnam
100
91
100
-
Spa services
Arab Republic
of Egypt
100
-
Anantara Vacation Club (HK) Limited’s subsidiaries
Sanya Anantara Consulting Limited
Consulting services
Sanya Anantara Real Estate Limited
Hotel operation
MHG International Holding (Singapore) Pte. Ltd.’s subsidiary
Vietnam Hotel Projekt B.V. (Note 23)
Holding investment
Vietnam Hotel Projekt B.V.’s subsidiaries
Bai Dai Tourism Company Limited
Hoi An Riverpark Hotel Company Limited
Sapa Mountain Village Company Limited
MSpa Ventures Limited’s subsidiary
M SPA Cairo Limited
35
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
a) Investments in subsidiaries (Cont’d)
Company
Country of
Nature of business incorporation
Investment portion (%)
30 September
31 December
2013
2012
Minor Food Group (Singapore) Pte. Ltd.’s subsidiaries
BBZ Design International Pte. Ltd.
Sales of food and beverage
NYS Pte. Ltd.
Sales of food and beverage
PS07 Pte. Ltd.
Sales of food and beverage
TES07 Pte. Ltd.
Sales of food and beverage
XWS Pte. Ltd.
Sales of food and beverage
Shokudo Concepts Pte. Ltd.
Sales of food and beverage
Shokudo Heeren Pte. Ltd.
Sales of food and beverage
The Bund Pte. Ltd.
Sales of food and beverage
Lotus Sky Sdn Bhd.
Sales of food and beverage
Thai Express Malaysia Sdn Bhd.
Sales of food and beverage
TE International (China) Pte. Ltd.
Sales of food and beverage
Singapore
Singapore
Singapore
Singapore
Singapore
Singapore
Singapore
Singapore
Malaysia
Malaysia
Singapore
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
BBZ Design International Pte. Ltd.’s subsidiary
Element Spice Cafe Pte. Ltd.
Sales of food and beverage
Singapore
100
100
Distribution - kitchen
Thailand
utensils, garments and shoes
Manufacturing services
Thailand
- consumer products
Property development
Thailand
Distribution - cosmetics
Thailand
and luggage
Distribution - cosmetics
Thailand
and perfume
Distribution - garments
Thailand
Holding investment British Virgin
Islands
Holding investment
Singapore
100
100
100
100
100
100
100
100
100
100
90.8
100
90.8
100
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
Australia
100
100
MINOR’s subsidiaries
Armin Systems Limited
NMT Limited
Minor Development Limited
Minor Consultants &
Services Limited
Red Earth Thai Limited
Esmido Fashions Limited
Marvelous Wealth Limited
MCL International Holding
(Singapore) Pte. Ltd.
OAKS’s subsidiaries
Boathouse Management Pty. Ltd.
Calypso Plaza Management Pty. Ltd.
Concierge Apartments
Australia Pty. Ltd.
Goldsborough Management Pty. Ltd.
IMPROPERTY Pty. Ltd.
Oaks Hotels & Resorts (Qld) Pty. Ltd.
Oaks Hotels & Resorts (NSW) Pty. Ltd.
Oaks Hotels & Resorts (NSW)
No. 1 Pty. Ltd.
Oaks Hotels & Resorts (NSW)
No. 2 Pty. Ltd.
Oaks Hotels & Resorts (SA) Pty. Ltd.
Oaks Hotels & Resorts (VIC) Pty. Ltd
Queensland Accommodation
Corporation Pty. Ltd.
Seaforth Management Pty. Ltd.
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
Providing services for
accommodation
36
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
a) Investments in subsidiaries (Cont’d)
Company
OAKS’s subsidiaries (Cont’d)
183 on Kent Management Pty. Ltd.
187 Kent Pty. Ltd.
361 Kent Pty. Ltd.
Pacific Hotel Market Street Pty. Ltd.
Pacific Blue Management Pty. Ltd.
Queen Street Property Management
Pty. Ltd.
The Oaks Resort & Hotel Management
Pty. Ltd.
Furniture Services Australia Pty. Ltd.
Brisbane Apartment Management
Pty. Ltd.
Housekeepers Pty. Ltd.
Kent Street Sydney Pty. Ltd.
Oaks Hotels & Resorts NZ Ltd.
187 Cashel Apartments Ltd.
Cashel Management Ltd.
Oaks Hotels & Resorts JLT Ltd.
Oaks Hotels & Resorts Investments Pty. Ltd.
The Grand Hotel, Gladstone
Oaks Broome Sanctuary Resort Pty. Ltd.
(Note 23)
Mon Komo Management Pty. Ltd.
Oaks Oasis, Caloundra
Regis Tower, Sydney
Tidal Swell Pty. Ltd. (Note 23)
Oaks Hotels & Resorts (Hunter Valley)
Pty. Ltd.
Hunter Valley (CL) Management Pty.
Ltd.
Nature of business
Country of
incorporation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
Providing services for
Australia
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for New Zealand
accommodation
Providing services for New Zealand
accommodation
Providing services for New Zealand
accommodation
Providing services for
The United
accommodation Arab Emirates
Investment Holding
Australia
Hotel operation
Australia
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Providing services for
Australia
accommodation
Holding investment
Australia
Providing services for
accommodation
Australia
Investment portion (%)
30 September
31 December
2013
2012
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
80
80
100
80
80
80
80
80
80
80
80
100
-
100
-
80
-
37
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
a) Investments in subsidiaries (Cont’d)
Company
Nature of
business
Over Success Enterprise Pte. Ltd.’s subsidiaries
Beijing Qian Bai Ye Investment
Holding
Consultation Co., Ltd.
investment
Beijing Riverside & Courtyard
Holding
Investment Management Co., Ltd.
investment
Beijing Riverside & Courtyard Catering
Sales of food and
Management Co., Ltd.
beverage
Beijing Longkai Catering Co., Ltd.
Sales of food and
beverage
Beijing Three Two One Fastfood Co., Ltd.
Sales of food and
beverage
Beijing JiangShang Catering Co., Ltd.
Sales of food and
beverage
Beijing Red Matches Catering Co., Ltd.
Sales of food and
beverage
Beijing Yunyu Catering Co., Ltd.
Sales of food and
beverage
Beijing Jianshan Rundai Catering Co., Ltd.
Sales of food and
beverage
Beijing Xiejia Catering Co., Ltd.
Sales of food and
beverage
Beijing Dejianhua Catering Co., Ltd.
Sales of food and
beverage
Beijing Ba Shu Chun Qiu Restaurant
Sales of food and
beverage
Feng Sheng Ge Restaurant
Sales of food and
beverage
Beijing Bai Xing Shi Tang Restaurant
Sales of food and
beverage
Beijing Sanrenxing Huixin Restaurant
Sales of food and
beverage
Beijing Tiankong Catering Co., Ltd.
Sales of food and
beverage
Shanghai Riverside & Courtyard Co., Ltd.
Sales of food and
beverage
Shanghai Riverside & Courtyard &
Sales of food and
Gongning Catering Co., Ltd.
beverage
Shanghai Yi Ye Qing Zhou
Sales of food and
Catering Co., Ltd.
beverage
Shanghai Riverside & Courtyard Zhenbai
Sales of food and
Catering Co., Ltd.
beverage
Country of
incorporation
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
People’s Republic
of China
Investment portion (%)
30 September 31 December
2013
2012
49
49
49
49
49
49
49
49
49
49
49
49
49
49
49
49
49
49
49
49
24.75
49
49
49
49
49
49
49
49
49
49
-
49
49
49
49
49
49
49
49
38
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
a) Investments in subsidiaries (Cont’d)
Changes in investments in subsidiaries for the nine-month period ended 30 September 2013 comprise:
MHG International Holding (Singapore) Pte. Ltd.
During the first quarter of 2013, MHG International Holding (Singapore) Pte. Ltd., a subsidiary of the
Group, increased its share capital of 16 million shares with a par value of USD 1, totalling USD 16 million
or equivalent to Baht 475 million. The investment portion has still been 100% interest.
Later in the third quarter of 2013, this company increased its share capital of 2.6 million shares with a par
value of USD 1, totalling USD 2.6 million or equivalent to Baht 63.7 million. The investment portion has
still been 100% interest.
Hospitality Investment International Limited
During the second quarter of 2013, Hospitality Investment International Limited, a subsidiary of the
Group, increased its share capital of 10 million shares with a par value of USD 1, totalling USD 10 million
or equivalent to Baht 294 million. The investment portion has still been 100% interest.
The Minor Food Group Public Company Limited
During the second quarter of 2013, the Company acquired additional shares of 2,000 shares, totalling
Baht 220,000 from minority shareholders of The Minor Food Group Public Company Limited. The
investment portion in this company increased from 99.72% to 99.73% interest. The Company recognised
premium from additional investment in this subsidiary amounting to Baht 75,580 in the shareholders'
equity in consolidated financial information.
Oaks Hotels & Resorts (Hunter Valley) Pty. Ltd. and Hunter Valley (CL) Management Pty. Ltd.
During the third quarter of 2013, OAKS acquired ordinary shares of Oaks Hotels & Resorts (Hunter
Valley) Pty. Ltd., a new established company, of 100 shares with a par value of AUD 1, totalling AUD
100 or equivalent to Baht 2,859, representing 100% interest.
Oaks Hotels & Resorts (Hunter Valley) Pty. Ltd. then acquired ordinary shares of Hunter Valley (CL)
Management Pty. Ltd., a new established company, of 80 shares at a par value of AUD 1, totalling AUD
80 or equivalent to Baht 2,287, representing 80% interest.
M SPA Cairo Limited
During the third quarter of 2013, MSpa Ventures Limited, a subsidiary of the Group, acquired ordinary
shares of M SPA Cairo Limited, a new established company, of 5,000 shares at a par value of EGP 10,
totalling EGP 49,990 or equivalent to Baht 225,000, representing 99.98% interest.
The Coffee Club (Thailand) Limited
During the third quarter of 2013, The Coffee Club (Thailand) Limited, a subsidiary of the Group,
increased its share capital of 1.2 million shares with a par value of Baht 100, totalling Baht 120 million.
The investment portion has still been 100% interest.
39
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
b) Investments in associates
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
Share of profit of investments in associates
Dividends received
4,013,920
80,193
336,235
(229,053)
2,150,196
-
Closing net book amount
4,201,295
2,150,196
Details of associates are as follows:
Consolidated
Company
Arabian Spa (Dubai) (LLC)
Eutopia Private Holding Limited
Tanzania Tourism and Hospitality
Investment Limited
Zanzibar Tourism and Hospitality
Investment Limited
The Coffee Club Holdings Pty. Ltd.
Sizzler China Pte. Limited
Select Service Partner Limited
Harbour View Corporation Limited
Zuma Bangkok Limited
S&P Syndicate Public Company Limited
Indigo Bay Limited
Nature of business
Spa services
Hotel operation
Holding investment
Holding investment
Holding investment
Franchise owner
Sales of food and
beverage
Hotel operation
Sales of food and
beverage
Sales of food and
beverage
Hotel operation
Country of
incorporation
Investment portion (%)
30 September 31 December
2013
2012
The United Arab
Emirates
Republic of
Maldives
British Virgin
Islands
British Virgin
Islands
Australia
Singapore
Thailand
49
49
50
50
50
50
50
50
50
50
51
50
50
51
Vietnam
Thailand
30.4
51(1)
30.4
51(1)
Thailand
31.3
31.3
Republic of
Mozambique
25
-
(1) Investment portion in Zuma Bangkok Limited is 51% but the Group has voting right only at 35%.
40
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
b) Investments in associates (Cont’d)
Companies under associates comprise:
Consolidated
Company
Nature of business
Interests portion
as a Group (%)
Country of 30 September 31 December
incorporation
2013
2012
Tanzania Tourism and Hospitality Investment Limited’s subsidiaries
Elewana Afrika (T) Limited
Hotel operation
Elewana Afrika Limited
Holding Investment
Zanzibar Tourism and Hospitality Investment Limited’s subsidiaries
Elewana Afrika (Z) Limited
Hotel operation
The United
Republic of
Tanzania
Kenya
50
50
50
50
The United
Republic of
Tanzania
The United
Republic of
Tanzania
50
50
50
50
The Grande Stone Town Limited
Holding Investment
Elewana Afrika Limited’s subsidiaries
Flora Holding Limited
Rocky Hill Limited
Sand River Eco Camp Limited
Holding Investment
Hotel operation
Hotel operation
Kenya
Kenya
Kenya
50
50
50
50
50
50
Hotel operation
Kenya
50
50
The Grande Stone Town Limited’s subsidiary
Parachichi Limited
Hotel operation United Republic of
Tanzania
50
50
Select Service Partner Limited’s subsidiary
Select Service Partner (Cambodia)
Limited
The Kingdom
of Cambodia
51
51
Australia
Australia
Australia
50
50
50
50
50
50
Australia
Australia
Australia
Australia
50
50
50
50
50
50
50
50
Australia
50
50
Australia
Australia
Australia
Australia
Australia
50
50
50
50
50
50
50
50
50
50
Australia
50
50
Flora Holding Limited’s subsidiary
Parrots Limited
Sale of food and
beverage
The Coffee Club Holdings Pty. Ltd.’s subsidiaries
Expresso Pty. Ltd.
Property investment
The Coffee Club Investment Pty. Ltd.
Franchise owner
The Coffee Club Franchising
Franchise business
Company Pty. Ltd.
The Coffee Club (NSW) Pty. Ltd.
Property investment
The Coffee Club (Vic) Pty. Ltd.
Property investment
The Coffee Club (Properties) Pty. Ltd.
Property investment
The Coffee Club Properties (NSW)
Property investment
Pty. Ltd.
The Coffee Club Pty. Ltd. (as trustee for
Franchise owner
The Coffee Club Unit Trust)
The Coffee Club (International) Pty. Ltd.
Franchise owner
The Coffee Club (Korea) Pty. Ltd.
Franchise owner
The Coffee Club (Mena) Pty. Ltd.
Franchise owner
The Coffee Club (NZ) Pty. Ltd.
Franchise owner
First Avenue Company Pty. Ltd.
Sale of food and
beverage
Ribs and Rumps Holding Pty. Ltd.
Sale of food and
beverage
41
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
b) Investments in associates (Cont’d)
Consolidated
Company
Nature of business
Ribs and Rumps Holding Pty. Ltd.’s subsidiaries
Ribs and Rumps Operating
Sales of food and
Company Pty. Ltd.
beverage
Ribs and Rumps Property Pty. Ltd.
Sales of food and
beverage
Ribs and Rumps International Pty. Ltd.
Sales of food and
beverage
Interests portion
as a Group (%)
Country of 30 September 31 December
incorporation
2013
2012
Australia
50
50
Australia
50
50
Australia
50
50
Company
Company
S&P Syndicate Public Company Limited
Nature of business
Sales of food and
beverage
Investment portion (%)
Country of 30 September 31 December
incorporation
2013
2012
Thailand
31.3
31.3
Changes in investment in associate for the nine-month period ended 30 September 2013 comprise:
Indigo Bay Limited
During the third quarter of 2013, MHG International Holding (Singapore) Pte. Ltd., a subsidiary of the
Group, held 25% interest in Indigo Bay Limited, a new established company, in amount of USD 2.5
million or equivalent to Baht 80.2 million.
c) Investments in joint ventures
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
Share of profit of investments in joint ventures
Dividends received
Transfer to investment in subsidiary (Note 23)
Loss from change of investment in joint venture
to investment in subsidiary (Note 23)
Translation adjustment
Closing net book amount
Consolidated
Baht’000
Company
Baht’000
197,120
3,453
10,753
(20,034)
(142,554)
24,284
-
(4,255)
(17,368)
-
27,115
24,284
42
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
10
Investments in subsidiaries, associates and joint ventures (Cont’d)
c) Investments in joint ventures
The jointly controlled entities are:
Consolidated
Company
Maikhao Vacation
Villas Limited
Mysale.co.th Limited
(formerly “Thaisale.co.th
Limited”)
Tidal Swell Pty. Ltd.
(Note 23)
Harbour Residences
Oaks Ltd.
Per Aquum
Management JLT
Per Aquum Maldives
Private Limited
Nature of business
Country of
incorporation
Investment portion (%)
30 September 31 December
2013
2012
Sales of right-to-use in time
sharing resort
Distribution
Thailand
50
50
Thailand
50.1
50.1
Providing services for
accommodation
Providing services for
accommodation
Hotel management
Australia
-
50
New Zealand
50
50
The United Arab
Emirates
The Republic of the
Maldives
50
-
50
-
Hotel management
Company
Company
Nature of business
Maikhao Vacation
Villas Limited
Sales of right-to-use in time
sharing resort
Country of
incorporation
Thailand
Investment portion (%)
30 September 31 December
2013
2012
50
50
Changes in investments in joint ventures for the nine-month period ended 30 September 2013 comprise:
Per Aquum Management JLT and Per Aquum Maldives Private Limited
During the third quarter of 2013, Lodging Management (Mauritius) Limited, a subsidiary of the Group,
invested in the new joint venture companies, Per Aquum Management JLT and Per Aquum Maldives
Private Limited with the interest of 50% of each company amounting to USD 100,000 or equivalent to
Baht 3.1 million and USD 10,000 or equivalent to Baht 0.3 million respectively.
11
Investment properties
Consolidated
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
Disposals, net
Write-offs, net
Depreciation
Reversal of impairment charge
Translation adjustment
904,796
1,974
(11)
(53,846)
(54,689)
54,616
(13,794)
Closing net book amount
839,046
43
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
11
Investment properties (Cont’d)
During the third quarter of 2013, a subsidiary of the Group demolished building and building improvement.
As a result, the Group reversed impairment charge of Baht 54.6 million and recorded write-off of the
remaining balance of those assets.
A subsidiary of the Group has mortgaged freehold apartments amounting to AUD 5.3 million or equivalent to
Baht 156 million (31 December 2012: AUD 5.4 million or equivalent to Baht 172 million) to secure loans with
foreign banks (Note 16).
12
Property, plant and equipment
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
Acquisition from investment in subsidiaries
Disposals, net
Write-offs, net
Transfer from other accounts
Reallocation of the development costs
Depreciation
Reversal of impairment charge
Impairment charge
Translation adjustment
18,197,539
2,533,792
363,182
(157,994)
(48,038)
244,477
418,002
(1,508,275)
41,080
(31,696)
36,876
481,747
21,756
(69,778)
(20)
(60,786)
-
Closing net book amount
20,088,945
372,919
During the first quarter of 2013, the Group has finalised the allocation of the development costs of certain
mixed use hotel and residence properties. As a result of a review of the assumptions and estimates used in
determining the allocation of development costs between hotel and residence properties, certain costs
previously recognised as the cost of inventory of residence properties sold have now been recognised as a part
of capitalised hotel properties. This adjustment has been recognised as other income in the consolidated
financial information (Note 20).
A subsidiary of the Group has mortgaged land and building amounting to AUD 41.8 million or equivalent to
Baht 1,220 million (31 December 2012: AUD 40.5 million or equivalent to Baht 1,286 million) to secure loans with
foreign banks (Note 16).
Consolidated
Baht Million
AUD Million
Company
Baht Million
Commitments in respect of construction contracts
and purchases of assets as at 30 September 2013
216.0
20.9
-
Commitments in respect of construction contracts
and purchases of assets as at 31 December 2012
45.6
23.3
-
44
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
13
Intangible assets
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount - as previously reported
Retrospective adjustment (Note 5)
10,141,664
399,176
20,188
-
Opening net book amount - as restated
Additions
Acquisition from investment in subsidiaries
Disposals, net
Write-offs, net
Transfer from other accounts
Amortisation charge
Reversal of impairment charge
Translation adjustment
10,540,840
108,900
1,174,970
(367)
(21,503)
9,902
(153,653)
709
(89,775)
20,188
4,415
(2,447)
-
Closing net book amount
11,570,023
22,156
During the first quarter of 2013, the Group completed its assessment of fair value adjustment of assets acquired
through a business combination and as a result has an adjustment of goodwill in the amount of Baht 43 million
and additional intellectual property rights of Baht 45 million.
The Group has mortgaged management letting rights amounting to AUD 101.5 million or equivalent to Baht 2,963
million (31 December 2012: AUD 86.6 million or equivalent to Baht 2,752 million) to secure borrowings with
foreign banks (Note 16).
As at 30 September 2013, the Group has commitments for acquisition of management letting rights amounting to
AUD 5.1 million or equivalent to Baht 148 million (31 December 2012: AUD 5.1 million or equivalent to
Baht 161 million).
14
Prepaid rents
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening net book amount
Additions
Acquisition from investment in subsidiaries
Write-offs, net
Transfer to other accounts
Amortisation charge
Translation adjustment
2,150,809
9,826
1,402
(10,613)
(3,272)
(109,314)
8,798
3,738
(466)
-
Closing net book amount
2,047,636
3,272
45
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
15
Trade and other payables
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
16
Trade accounts payables - other companies
Trade accounts payables - related parties
(Note 7)
Amounts due to related parties (Note 7)
Accrued expenses
Accounts payables - construction
Other payables
1,439,238
1,549,781
7,555
8,775
9,043
5,230
1,934,588
192,169
691,904
14,569
10,812
2,057,671
227,727
779,305
35,384
6,064
220,416
152
27,068
17,668
7,029
289,292
199
28,573
Trade and other payables
4,272,172
4,639,865
296,639
351,536
Borrowings
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Current
Bank overdrafts
Short-term borrowings from financial
institutions
7,045
11,635
-
-
889,465
898,744
-
-
Sub-total
896,510
910,379
-
-
-
-
1,643,090
1,448,554
29,559
397,563
64,867
295,311
-
-
427,122
360,178
-
-
Current portion of debentures
2,060,000
2,000,000
2,060,000
2,000,000
Total current borrowings
3,383,632
3,270,557
3,703,090
3,448,554
Non-current
Finance lease liabilities
Borrowings from financial institutions
Debentures
14,766
6,652,648
12,300,000
34,912
6,497,325
14,360,000
12,300,000
14,360,000
Total non-current borrowings
18,967,414
20,892,237
12,300,000
14,360,000
Total borrowings
22,351,046
24,162,794
16,003,090
17,808,554
Short-term borrowings from
related parties (Note 7)
Current portion of long-term borrowings
Finance lease liabilities
Borrowings from financial institutions
Sub-total
46
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
16
Borrowings (Cont’d)
The movements in borrowings and debentures can be analysed as below:
Consolidated
Baht’000
Company
Baht’000
For the nine-month period ended 30 September 2013
Opening amount
Additions
Repayments
Acquisition from investment in subsidiary (Note 23)
Amortisation of underwriting fees
Translation adjustment
Unrealised loss on exchange
24,051,380
1,305,017
(3,040,826)
399,120
4,714
(424,401)
4,672
17,808,554
194,536
(2,000,000)
-
Closing amount
22,299,676
16,003,090
Borrowings from financial institutions
As at 30 September 2013, long-term borrowings from financial institutions in the interim consolidated financial
information totalling Baht 7,050.2 million comprise:
a) A subsidiary has unsecured loan from a foreign bank (Thailand Branch) of USD 2.24 million. The loan
carries interest rate of LIBOR plus a margin and is due for repayment in 9 semi-annual installments of
USD 2.22 million per installment with the first repayment in May 2009. The loan is subject to certain
conditions which the subsidiary has to comply throughout the loan period.
The Group has outstanding cross currency swap and interest rate swap contracts which convert the
above loan of USD 2.24 million into of AUD 2.56 million with a fixed interest rate. Moreover, the
Group also entered into a foreign currency forward contract to convert the AUD payment obligation into
THB of Baht 63.67 million.
During the second quarter of 2013, the subsidiary fully repaid this loan.
b)
A subsidiary has an unsecured loan from local bank of USD 25 million. The loan carries interest rate of
6 months SIBOR plus a margin and is due for repayment between 2012 and 2016. The loan is subject to
certain conditions which the subsidiary has to comply with throughout the loan period.
As at 30 September 2013, the Group has outstanding interest rate swap contracts with a financial
institution for the above loan of USD 18.13 million which converts floated interest rates of SIBOR to
fixed rate and which is effective from 15 June 2010 to 15 December 2016.
c)
A subsidiary has a secured loan from a local bank (Singapore Branch) of AUD 104.5 million. The loan
carries interest rate of Bank Bill Swap Reference Rate plus a margin and is due for repayment twice a year
between 2015 and 2019. The loan is subject to certain conditions which the subsidiary has to comply with
throughout the loan period.
d)
A subsidiary has secured loans from a foreign bank of AUD 92 million. The loans carry interest rates of Bank
Bill Swap Reference Rate plus a margin and are due for repayment in the limit of AUD 2 million per quarter
for 5 years. The loans are subject to certain conditions which the subsidiary has to comply with throughout
the loans period and use the subsidiary’s investment properties, building and management letting rights as
collateral (Note 11 to 13).
As at 30 September 2013, the Group has outstanding interest rate swap contract for the above loan from the
foreign bank of AUD 26.5 million which converts Bank Bill Swap Reference Rate to fixed interest rate which
is effective from 3 January 2012 to 30 August 2016.
47
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
16
Borrowings (Cont’d)
Borrowings from financial institutions (Cont’d)
e)
A subsidiary has secured a loan from a foreign bank of USD 4.2 million. The loans carry interest rates of
3 month LIBOR plus a margin and is due for repayment in 18 quarterly instalments of USD 0.27 million per
instalment with the first repayment in June 2013. The loan is subject to certain conditions which the
subsidiary has to comply with throughout the loan period.
f)
A subsidiary has secured loans from a foreign bank of AUD 13.9 million. The loans carry interest rates of
Bank Bill Swap Reference Rate plus a margin and are due for repayment in July 2016. The loans are subject
to certain conditions which the subsidiary has to comply with throughout the loans period and use the
subsidiary’s properties as collateral (Note 11 to 13).
As at 30 September 2013, the Group has outstanding interest rate swap contract for the above loan from the
foreign bank of AUD 13.9 million which converts Bank Bill Swap Reference Rate to fixed interest rate which
is due in October 2013.
Debentures
Debentures comprise:
Consolidated
and Company
30 September 31 December
2013
2012
Issued
date
Due date
Period
(Years)
Baht
Million
Baht
Million
Interest
rate
Condition
Sep 2007
Sep 2014
7
2,060
2,060
Fixed
Unsecured, senior and without a debenture holders’ representative
Jul 2009
Jul 2013
4
-
2,000
Fixed
Unsecured, senior and with a debenture holders’ representative
May 2010
May 2015
5
2,500
2,500
Fixed
Unsecured, senior and with a debenture holders’ representative
Dec 2010
Dec 2015
5
500
500
Fixed
Unsecured, senior and with a debenture holders’ representative
Dec 2010
Dec 2017
7
1,000
1,000
Fixed
Unsecured, senior and with a debenture holders’ representative
Mar 2011
Mar 2018
7
1,500
1,500
Fixed
Unsecured, senior and with a debenture holders’ representative
Oct 2011
Oct 2021
10
300
300
Fixed
Unsecured, senior and without a debenture holders’ representative
Oct 2011
Oct 2018
7
500
500
Fixed
Unsecured, senior and without a debenture holders’ representative
Aug 2012
Aug 2017
5
1,800
1,800
Fixed
Unsecured, senior and without a debenture holders’ representative
Aug 2012
Aug 2022
10
Unsecured, senior and without a debenture holders’ representative
Dec 2017
5
2,700
1,500
Fixed
Dec 2012
2,700
1,500
Fixed
Unsecured, senior and without a debenture holders’ representative
14,360
16,360
Total debentures
All of the above issued debentures have certain terms and conditions of the debentures holders’ rights and contain
certain covenants, including the maintenance of a certain debt to equity ratio, limits on the payment of cash
dividends and the disposal and transfer of certain operating assets of the Company which are used in its main
operations, etc.
In addition, at the annual general meeting of the shareholders of the Company held on 1 April 2011, the
shareholders passed a resolution to approve the issuance of an unsubordinated debentures not exceeding
fifteen-year and Baht 15,000 million to be used for working capital business expansion and refinance of
existing loans and debentures of the Company. As at 30 September 2013, total amount of Baht 14,700 million
debentures remain available for issuance under this shareholders’ resolution.
48
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
16
Borrowings (Cont’d)
Borrowing facilities
The Group and the Company have the following undrawn committed long-term borrowing facilities:
30 September 2013
Consolidated
Company
Baht
AUD
Baht
Million
Million
Million
Floating interest rate
- expiring within one year
- expiring beyond one year
3,000
14
3,000
3,000
14
3,000
31 December 2012
Consolidated
Baht
AUD
Million
Million
Floating interest rate
- expiring within one year
- expiring beyond one year
17
Company
Baht
Million
3,000
4
-
3,000
3,000
4
3,000
Share capital and share premium
Consolidated
Number of
ordinary
shares
Shares’000
Ordinary
shares
Baht’000
Share
premium
Baht’000
Total
Baht’000
For the nine-month period ended
30 September 2013
Opening balance
Issue of shares (Note 19)
3,686,767
312,878
3,686,767
312,878
3,995,898
3,325,774
7,682,665
3,638,652
Closing balance
3,999,645
3,999,645
7,321,672
11,321,317
Company
Number of
ordinary
shares
Shares’000
Ordinary
shares
Baht’000
Share
premium
Baht’000
Total
Baht’000
For the nine-month period ended
30 September 2013
Opening balance
Issue of shares (Note 19)
3,686,767
312,878
3,686,767
312,878
3,970,246
3,325,774
7,657,013
3,638,652
Closing balance
3,999,645
3,999,645
7,296,020
11,295,665
49
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
17
Share capital and share premium (Cont’d)
At the Annual General Meeting of the Shareholders of the Company held on 3 April 2013, the shareholders
passed a resolution to approve a decrease in the registered capital from Baht 4,063,046,327 to Baht
4,018,326,091 divided into 4,018,326,091 shares each at a par value of Baht 1, through reduction of unpaid
registered capital of Baht 44,720,236 divided into 44,720,236 ordinary shares each at a par value of Baht 1.
As at 30 September 2013, the authorised shares comprise 4,018.3 million ordinary shares with a par value of Baht 1
each. The issued and fully paid-up shares comprise 3,999.6 million ordinary shares (31 December 2012:
3,686.8 million ordinary shares).
18
Dividends
At the Annual General Meeting of the Shareholders of the Company held on 3 April 2013, the shareholders
passed a resolution to approve a dividend payment as cash dividend in the amount of Baht 0.30 per share for
existing shareholders and shareholders who convert the convertible securities to no more than 4,000,895,908
common shares, thus totalling the cash dividend to be paid in the amount of not exceeding Baht 1,200.27
million. The dividends totalling Baht 1,184.66 million were paid to shareholders on 28 April 2013.
50
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
19
Warrants
The Group had issued warrants to subscribe for ordinary shares to existing shareholders, directors and employees of the Company and its subsidiaries, which have been approved
by shareholders’ meeting.
The Group does not recognise warrant compensation costs for the fair value or intrinsic value of the warrant granted in this interim financial information.
As at
31 December
2012
Issued by
The Company
Allotted to
Approval date
Determined exercising date
First exercise
Last exercise
Outstanding
warrant
Unit
Expire
Unit
Exercise
Unit
Decrease during the period
Exercise
Issue of
ratio
ordinary
for ordinary
shares during
shares per
the period
1 warrant
Share
As at
30 September
2013
Exercise price
Baht
Amount
Baht’000
Outstanding
warrant
Unit
Directors and employees of the
Company and its subsidiary No. 5
6 March
2009
30 October
2009
21 October
2013
23,587,050
-
(11,023,150)
1.10
12,119,700
6.955
84,293
12,563,900
Directors and employees of the
Company and its subsidiary (MINT - W)
6 March
2009
30 June
2009
12 June
2014
1,109,355
-
-
1.10
-
7.346
-
1,109,355
Former shareholders (MINT - W4)
26 April
2010
30 June
2010
18 May
2013
274,245,419
(828,832)
(273,416,587)
1.10
300,758,074
11.818
3,554,359
-
298,941,824
(828,832)
(284,439,737)
3,638,652
13,673,255
Total issue by the Company
312,877,774
51
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
20
Other income
For the nine-month periods ended 30 September
Consolidated
Company
2013
2012
2013
2012
Baht’000
Baht’000
Baht’000
Baht’000
Rental income
Subsidy income
Premium sales income
Management income
Maintenance fee income
Freight charges
Gain from capital return from a subsidiary
Compensation from insurance claim
Reallocation of development costs
(Note 12)
Others
Total other income
21
65,640
30,872
94,340
34,838
36,362
84,787
11,030
44,205
36,162
56,127
29,156
18,996
68,546
15,573
143,033
30,076
-
30,084
-
295,429
383,605
246,765
4,535
6,755
1,036,903
658,563
34,611
36,839
Deferred income taxes and income taxes
Deferred income taxes
Deferred income taxes are calculated in full on temporary differences, using the liability method and using a
principal tax rate of 23% - 30% for 2012 and 20% - 30% for 2013. The deferred taxation related to the temporary
differences between the carrying amounts and the tax bases of assets and liabilities of the Group are summarised
below:
31 December
2012
Restated
Baht’000
Consolidated
Credit
(debit) Credit to other
to income comprehensive
Business
statement
income acquisition Reclassification
30 September
2013
Baht’000
Baht’000
Baht’000
Baht’000
Baht’000
Deferred income tax
assets
368,042
14,120
97
(226)
(940)
381,093
Deferred income tax
liabilities
(1,824,560)
(49,071)
58,845
(187,337)
(940)
(2,003,063)
31 December
2012
Restated
Baht’000
Company
Credit (debit)
Credit to other
to income
comprehensive
statement
income
30 September
2013
Baht’000
Baht’000
Baht’000
Deferred income tax assets
Deferred income tax liabilities
66,271
(212,661)
(3,642)
-
(5)
62,629
(212,666)
Deferred income taxes, net
(146,390)
(3,642)
(5)
(150,037)
52
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
21
Deferred income taxes and income taxes (Cont’d)
The presentation in the statements of financial position is as follows:
Consolidated
Company
30 September 31 December 30 September 31 December
2013
2012
2013
2012
Restated
Restated
Baht’000
Baht’000
Baht’000
Baht’000
Deferred income tax assets
Deferred income tax liabilities
381,093
(2,003,063)
368,042
(1,824,560)
(150,037)
(146,390)
Deferred income taxes, net
(1,621,970)
(1,456,518)
(150,037)
(146,390)
Income taxes
For the nine-month periods ended 30 September
Consolidated
Company
2013
2012
2013
2012
Restated
Restated
Baht’000
Baht’000
Baht’000
Baht’000
22
Current taxes
Deferred income taxes
424,076
34,951
373,709
139,778
3,642
(32,582)
Income taxes
459,027
513,487
3,642
(32,582)
Earnings per share for profit attributable to the equity holders of the parent
Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the parent for
the period by the weighted average number of paid-up ordinary shares in issue during the period.
For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Company has warrants in
issue (Note 19).
A calculation is done to determine the number of shares that could have been acquired at market price
(determined as the average share price of the Company’s shares during the period) based on the outstanding
warrants to determine the number of potential ordinary shares would have been additionally issued. The
potential shares are added to the ordinary shares outstanding but no adjustment is made to net profit.
For the calculation of the diluted earnings per share, the weighted average number of shares assuming
conversion of all dilutive potential ordinary shares for the three-month and nine-month periods ended
30 September 2013 are 10,536,343 shares and 10,660,589 shares, respectively (as at 30 September 2012:
94,822,068 shares and 68,879,139 shares, respectively).
53
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
22
Earnings per share for profit attributable to the equity holders of the parent (Cont’d)
Consolidated and Company
For the three-month
For the nine-month
periods ended 30 September periods ended 30 September
2013
2012
2013
2012
Shares’000 Shares’000 Shares’000 Shares’000
Weighted average number of ordinary shares
in issue, net*
3,980,995
3,640,283
3,902,172
3,622,455
Warrants
10,536
94,822
10,661
68,879
Dilutive potential ordinary shares
10,536
94,822
10,661
68,879
3,991,531
3,735,105
3,912,833
3,691,334
Effect of dilutive potential ordinary shares
Weighted average number of ordinary
shares for diluted earnings
* The Company included the effect of stock dividend payment during 2012 when calculating the weighted
average number of ordinary shares.
Consolidated
For the three-month
For the nine-month
periods ended 30 September periods ended 30 September
2013
2012
2013
2012
Restated
Restated
Profit for the period attributable to ordinary
shareholders (Baht’000)
706,780
537,843
2,545,013
2,083,245
Basic earnings per share (Baht)
0.1775
0.1477
0.6522
0.5751
Diluted earnings per share (Baht)
0.1771
0.1440
0.6504
0.5644
Company
For the three-month
For the nine-month
periods ended 30 September periods ended 30 September
2013
2012
2013
2012
Restated
Restated
Profit for the period attributable to ordinary
shareholders (Baht’000)
108,548
35,737
296,277
208,666
Basic earnings per share (Baht)
0.0273
0.0098
0.0759
0.0576
Diluted earnings per share (Baht)
0.0272
0.0096
0.0757
0.0565
54
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
23
Acquisitions
Oaks Broome Sanctuary Resort Pty. Ltd.
On 22 February 2012, OAKS acquired the business of Oaks Broome Sanctuary Resort Pty. Ltd. In the total
investment amount of AUD 3 million or equivalent to Baht 99 million, representing 80% interest.
During the first quarter of 2013, the Group completed the measurement of the fair value of identifiable assets
acquired and liabilities assumed of Oaks Broome Sanctuary Resort Pty. Ltd. As part of the consideration of fair
value of the asset acquired, the Group measured of the identifiable assets and considered whether the Group
received economic benefit reasonably.
Details of the acquisition were as follows:
Baht’000
Purchase price considerations
Net fair value of net assets acquired
Goodwill
99,274
(80,308)
18,966
The fair value of assets and liabilities acquired as a part of Oaks Broome Sanctuary Resort Pty. Ltd. acquisition
was as follows:
Baht’000
Other receivables
Property, plant and equipment, net
Management letting rights
Other liabilities
24
40,732
83,336
(23,707)
Net fair value of net assets
Non-controlling interest
100,385
(20,077)
Net fair value of net assets under interest acquired
80,308
Regis Towers, Sydney
On 1 August 2012, OAKS acquired the business of Regis Towers, Sydney in the total investment amount of
AUD 2.4 million or equivalent to Baht 79 million, representing 80% interest.
During the third quarter of 2013, the Group completed the measurement the fair value of identifiable assets
acquired and liabilities assumed of Regis Towers, Sydney. In consideration of fair value of asset, the Group
determined the measurement of the identifiable assets and considered the possibility that the Group received
economic benefit reasonably.
Details of the acquisition were as follows:
Baht’000
Purchase price considerations
Net fair value of net assets acquired
Goodwill
79,315
(62,897)
16,418
55
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
23
Acquisitions (Cont’d)
Regis Towers, Sydney (Cont’d)
The fair value of assets and liabilities acquired as part of Regis Towers, Sydney acquisition was as follows:
Baht’000
Property, plant and equipment, net
Management letting rights
Other liability
30,735
68,409
(20,523)
Net fair value of net assets
Non-controlling interest
78,621
(15,724)
Net fair value of net assets under interest acquired
62,897
Vietnam Hotel Projekt B.V. (Life Resorts)
On 8 February 2013, MHG International Holding (Singapore) Pte. Ltd., a subsidiary of the Group, acquired
100% of the issued shares in Vietnam Hotel Projekt B.V. for a consideration of USD 15.5 million or equivalent
to Baht 461 million.
Details of the acquisition were as follows:
Baht’000
Purchase price considerations
Net carrying value of net assets under interest acquired
460,619
(89,981)
Purchase price over net assets (presented in goodwill, included in intangible assets)
370,638
The carrying value at 100% interest of assets and liabilities acquired as a part of Life Resorts recognised as a result
of the acquisition was as follows:
Baht’000
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Property, plant and equipment, net
Prepaid rents
Deferred tax assets
Other assets
Liabilities
17,972
12,844
2,663
762
83,688
1,402
120
3,018
(25,921)
Net carrying value of net assets
Non-controlling interests
96,548
(6,567)
Net carrying value of net assets under interest acquired
89,981
56
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
23
Acquisitions (Cont’d)
Tidal Swell Pty. Ltd.
On 1 July 2013, OAKS acquired additional shares from the other shareholder of Tidal Swell Pty Ltd.
amounting to AUD 4.95 million or equivalent to Baht 142.5 million. The investment increased from AUD
4.95 million to AUD 9.9 million or equivalent to Baht 285.1 million. This made the investment portion
increase from 50% to 100% and change from investment in a joint venture to investment in a subsidiary.
Details of the acquisition were as follows:
a)
Recognition of loss from previously held 50% interest
Baht’000
Purchase price considerations of 50% as at 1 July 2013
Net fair value of net assets under interest acquired
Loss from change of investment in joint venture to investment in subsidiary
142,554
(138,299)
4,255
b) Recognition of goodwill from acquisition in the portion of 100% interest
Baht’000
Additional purchase price considerations
Purchase price considerations of previously held interest
Total purchase price considerations
Net fair value of net assets acquired
Goodwill
142,554
142,554
285,108
(111,702)
173,406
The fair value at 100% interest of assets and liabilities acquired as a part of Tidal Swell Pty. Ltd.
recognised as a result of the acquisition was as follows:
Baht’000
Cash and cash equivalents
Trade and other receivables
Other current assets
Property, plant and equipment, net
Management letting rights
Borrowing from financial institutions
Other liabilities
Net fair value of net assets under interest acquired
1,831
12,731
2,605
94,060
595,269
(399,120)
(195,674)
111,702
57
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
23
Acquisitions (Cont’d)
Sothea Pte. Ltd.
On 12 September 2013, Lodging Management (Mauritius) Limited, a subsidiary of the Group, acquired 80%
of the issued shares in Sothea Pte. Ltd. for a consideration of USD 6.4 million or equivalent to Baht 204
million.
Details of the acquisition were as follows:
Baht’000
Purchase price considerations
Net carrying value of net assets under interest acquired
Purchase price over net assets (presented in goodwill, included in intangible assets)
203,940
(168,283)
35,657
The carrying value at 80% interest of assets and liabilities acquired as a part of Sothea Pte. Ltd. as a result of the
acquisition was as follows:
Baht’000
Cash and cash equivalents
Other current assets
Property, plant and equipment, net
Liabilities
28,719
1,682
185,434
(5,481)
Net carrying value of net assets
Non-controlling interests
210,354
(42,071)
Net carrying value of net assets under interest acquired
168,283
The net assets from these acquisitions have been recognised based on to the book value as of the acquisition
date. The Group is currently in the process of identifying fair value of tangible assets and intangible assets
which will result in an adjustment fair value of the assets. The difference between the carrying value and fair
value will lead to an adjustment of goodwill recognised.
The goodwill recognised is attributable to the above companies strong position and profitability in hotel
business and synergies expected to arise after the Group’s acquisition of the new subsidiary. None of the
goodwill is expected to be deductible for tax purposes.
a)
Non-controlling interest
The Group has chosen to recognise the non-controlling interest at the NCI’s proportionate share of the
acquiree’s identifiable net assets.
b) Revenue and profit contribution
The acquired business contributed revenues of Baht 159.6 million and net profit of Baht 41.3 million to
the Group for the period from the acquisition date to 30 September 2013.
58
Minor International Public Company Limited
Condensed Notes to the Interim Financial Information (Unaudited)
For the nine-month period ended 30 September 2013
24
Commitments
The Group has commitments in respect of construction contract and purchases of assets for real estates project
for sales, and for land and project under development which have not yet recognised as liabilities as at
30 September 2013 and 31 December 2012 as follows:
Consolidated
Baht Million
Commitments as at 30 September 2013
Commitments as at 31 December 2012
25
29.9
166.3
Guarantees
The Group and the Company have given the following guarantees in the normal courses of business.
Baht
Million
Letters of guarantees issued by
bank on behalf of the Group
Guarantee given by the Group to
financial institution to
guarantee credit facilities
544.5
8.2
22.2
68.0
43.5
0.6
-
4,248.1
75.9
108.0
105.0
2,594.5
75.9
108.0
Baht
Million
Letters of guarantees issued by
bank on behalf of the Group
Guarantee given by the Group to
financial institution to
guarantee credit facilities
26
30 September 2013
Consolidated
Company
US$
AUD
Yuan
Baht
US$
AUD
Million Million Million Million Million Million
31 December 2012
Consolidated
Company
US$
AUD
Yuan
Baht
US$
AUD
Million Million Million Million Million Million
494.7
8.2
10.9
63.0
3.7
0.6
-
3,763.1
86.1
108.0
250.0
2,189.5
85.6
108.0
Post statement of financial position events
In October 2013, a subsidiary of the Group invested in PH Resorts (Private) Ltd. with the interest of 49.9% of
this company amounting to LKR 1,524.4 million or equivalent to Baht 364 million.
59