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Bangkok Medical CenterBANGKOK DUSIT MEDICAL SERVICES Public Company Limited
ANNUAL REPORT 2005
"Bangkok Medical Center is where advances in medicine meet with compassion"
Contents
2
4
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11
12
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18
29
31
34
38
41
49
54
57
59
62
ë Message from the Board of Directors
ë Board of Directors' Profile
ë Report of the Audit Committee
ë General Information
ë Juristic Persons in which the Company Holds 10% of Shares or Greater
ë Financial Overview
ë Nature of Business
ë Research and Development
ë Industry Outlook and Competitions
ë Future Projects
ë Risk Factors
ë Shareholders Structure and Management
ë Corporate Governance
ë Transactions with Related Parties
ë Explanation and Analysis of Operational Results and Financial Status
ë Responsibility of the Board of Directors to the Financial Statements
ë Financial Statements and Auditor Report
2
The Board of Directors is pleased to present our dear shareholders with the operational results of Bngkok
Dusit Medical Services Public Company Limited for 2005 as follows:
All countries have been affected by the gradually rising oil prices and cost of living in 2005, more serious
natural disasters, political instability in many countries and new epidemics, resulting in stagnant and receding
businesses. Nevertheless, people continue to have illnesses while medical advancements are still being made.
People have become more concerned about their health and private hospitals need to keep themselves abreast
of new medical developments. They could not afford to remain idle as before. Hospitals need the latest medical
equipments which allow early diagnosis, expert clinicians in each tract for the diagnosis and the treatment of
diseases involvingall systems of the body. Bangkok Hospital Group is trusted by patients for this very reason.
We have a very well established medical credibility and we continue to improve the quality of our services and
upgrade existing safety and environmental standard achievements, partly to celebrate our 34th Anniversary
in 2006.
The year 2005 has been a year of expansion for Bangkok Hospital Group. Firstly, Her Majesty Queen Sirikit
graciously presided over the grand opening ceremony of Bangkok Heart Hospital on Friday, the 26th of August
2005. Subsequently, the company has installed the Brilliance CT 64-Channel Configuration Equipment, the
latest medical innovation which allows unobtrusive inspection of cardiac vessel at Bangkok Heart Hospital.
It was the first to be installed in Thailand and South East Asia, in order to meet the demands and enhance
diagnosis efficiency.
In addition, the company expanded the new service building "Bangkok Rehabilitation Center" since an
increase in the number of patients. Additionally, Wattanosoth Hospital or Bangkok Cancer Hospital has been
operating unofficially since late 2005. It is fully equipped with the most efficient medical equipments in Asia
Pacific such as IMRT, PET/CT and Cyclotron which make it possible to detect cancer at any part of the body
at an early stage plus radioactive therapy equipments and clinicians with expertise in the diagnosis and
treatment of cancers.
As for regional services, Bangkok Trad Hospital Co., Ltd., the company's subsidiary, has launched "Koh Chang
International Clinic" on the 8th of December 2005. The clinic is an extension service of Bangkok Trad Hospital
providing medical services to Thai and foreign tourists as well as locals on Koh Chang.
Furthermore, the company still has a new hospital project in Cambodia and also constructed a hospital for
expatriates called "Bangkok International Hospital" which will be ready for operation in early 2006. These
have in line with the government's policy of promoting Thailand as the Healthcare and Medical Hub of Asia
by expanding the client base to cover more in South East Asia and bring our medical service capability to
neighbouring countries.
Message fromthe Board ofDirectors
3
With regard to academic promotion efforts, the company organized the Fifth BGH Annual Academic Meeting
during Monday, the 7th to Wednesday, the 9th of March 2005 with statesman Prof. Kasem Wattanachai, M.D.,
chairing the opening ceremony. In addition, the Sixth BGH Congress on Critical Care for Nurse was organized
on Friday, the 10th of March 2006. The mentioned academic conferences were well received and attended by
numerous doctors, dentists, pharmacists, nurses, medical and public health personnel from public and private
hospitals as like the preceding years.
Bangkok Hospital and Bangkok Heart Hospital have shown great interest in quality management and the
latest medical equipments, some of which were installed at Bangkok Hospital for the first time in Thailand.
A total of 1,250 practitioners from 52 medical institutions have visited us to view these devices so far.
In late 2005, the Extraordinary General Meeting of shareholders No.1/2005 approved the company's
restructuring planning by acquisition shares from all shareholders of the eastern hospital group, which
comprised of Bangkok Pattaya Hospital Co., Ltd., Bangkok Trad Hospital Co., Ltd., Wattanavej Co., Ltd.
(Bangkok Chantaburi Hospital), and Bangkok Rayong Hospital Co., Ltd. in accordance with the business
expansion plan. The Board of Directors has believed that this acquisition will enhance the company's
competitiveness and further fortify our position in the medical service industry.
Finally, the company would like to thank each of you, dear shareholders of Bangkok Hospital, for your
continued support. We are now a leading private hospital with great potentials to grow and capable of reaching
a broader range of patients. With the good deeds of yours in the treatment of financially distressed patients
through Vejchadusit Foundation under the Royal Patronage of HRH Princess Galyani Vadhana Krom Luang
Naradhiwas Rajanagarindra, you shall be graced with happiness and luck in all of your endeavours. May you
prosper and be in good health always.
4
Educationë Directors Accreditation Program Batch 45,
Thai Institute of Directors Associationë Certificated from National Defense Collegeë Medical Doctor, Faculty of Medicine
Siriraj Hospital, Mahidol University
Experienceë Resident/Professor in Department of Surgery,
Faculty of Medicine Siriraj Hospital ë Member of National Legislative
Council (Senator)
Educationë Directors Accreditation Program Batch 45,
Thai Institute of Directors Associationë Certificate in Pediatric Surgeryë Medical Doctor (Honour), Faculty of Medicine
Siriraj Hospital, Mahidol University
Experienceë Head , Department of Surgery, Faculty of
Medicine Siriraj Hospital, Mahidol Universityë General Secretary, Department of Medicine,
Siriraj Hospitalë School Director, School of Therapist Rehabilitationë President, Medical Society of Private Practionerë Chairman, Pediatric Association
Educationë Directors Accreditation Program Batch 45,
Thai Institute of Directors Association ë Facharzt fur Chirugie, The Medical Council of
Hamburg, German ë Certificate of Medical Clinic, Mahidol Universityë Medical Doctor, Faculty of
Medicine Siriraj Hospital, Mahidol University
Experienceë Secretary General, Royal College of Surgeons
of Thailandë Chairman of Scientific Session Medical,
The Medical Association of Thailandë Dean, Faculty of Medicine Siriraj Hospital,
Mahidol Universityë Director of the Medical Association
ProfessorArun Pausawasdi, M.D.Chairman ofthe Board of DirectorsAge 67 years old
Other Positionë Assistant to Ministry of Public Healthë Chairman, Centre for Continuing
Medical Education of Thailandë President, Royal College of Surgeons
of Thailandë Vice President, The Prince Mahidol
Award Foundationë Member of the Thai medical
registration license committeeë Vice President, Siriraj Foundation
Percentage of shareholdingë 0.03
Relationship among other managementë None
Prasert Prasarttong-Osoth,M.D.Vice Chairman/ Chairman ofCEO Committee Age 72 years old
ProfessorSnoe Indrasukhsri, M.D.Independent Director andChairman of Audit CommitteeAge 84 years old
Other Positionë President, Bangkok Airways Co., Ltd.
Percentage of shareholdingë 12.8
Relationship among other managementë None
Other Position
ë None
Percentage of shareholdingë 0.41
Relationship among other managementë None
Boardof Director'sProfile
5
Educationë Directors Accreditation Program Batch 45,
Thai Institute of Directors Association ë Diplomate of American Board of Surgery ë Medical Doctor, Faculty of Medicine
Siriraj Hospital, Mahidol University
Experienceë Head, Surgical Unit, National Cancer Instituteë Hospital Director, Karuna Pitak Hospitalë Hospital Director, Bangkok Hospital
Pongsak Viddayakorn,M.D.President/ 1st Vice Chairmanof CEO committee Age 71 years old
Other Positionë Vice President of Samitivej PLC.ë Chairman,
Bangkok Helicopter Services Co.,Ltd.ë Chairman,
Bangkok Phuket Hospital Co., Ltd.ë Chairman, B.D.M.S International
Medical Services Co., Ltd.ë Chairman,
S.R. Property Investment Co., Ltd.
Percentage of shareholding
ë 5.22
Relationship among other managementë None
Chuladej Yossundharakul,M.D.Director/ 2nd Vice Chairmanof CEO Committee Age 73 years old
Chirotchana Suchato,M.D.Director/Member of CEO CommitteeAge 69 years old
Other Positionë Chairman,
Bangkok Prapadaeng Hospital Co., Ltd.ë Director,
Bangkok Pattaya Hospital, Co., Ltd.
Percentage of shareholding
ë 2.31
Relationship among other managementë None
Other Positionë Chairman,
Bangkok Pattaya Hospital Co., Ltdë Director,
Bangkok Phuket Hospital Co., Ltd.
Percentage of shareholdingë 3.18
Relationship among other managementë None
Educationë Directors Accreditation Program Batch 45,
Thai Institute of Directors Association ë Diplomate of American Board of Radiology,
Downstate University of New Yorkë Graduated Course Radiobiology at M.D.
Anderson Hospital, Houston, Texasë Medical Doctor, Faculty of Medicine
Siriraj Hospital, Mahidol University
Experienceë School Director, School of X-Tray Technicianë Professor of Radiology division,
Faculty of Medicine, Ramathibodi Hospitalë Consultant to Radiology,
Clinic of The Teacher Council of Thailand
Educationë Directors Accreditation Program Batch 45,
Thai Institute of Directors Associationë Honorary Doctorate in Business Management,
Christian Universityë Certificate from National Defense Collegeë DTM & H Diploma, Faculty of Tropical Medicine
and Hygiene, Mahidol Universityë Post Graduate Study, University of Pennsylvania, USA.ë Medical Doctor, Faculty of Medicine Siriraj Hospital,
Mahidol University
Experienceë Member of consultation committee of the Bangkok
Metropolitan Administration Governor (Healthcare)
ë Director of the Medical Heath Care Centre ofthe Teacher Council of Thailand
ë Chairman, Private Hospital Associationë Director of Medical Association
6
Educationë Directors Accreditation Program Batch 43,
Thai Institute of Directors Association ë Ph.D. (Tropical Medicine),
Liverpool Universityë Medical Doctor, Faculty of Medicine
Siriraj Hospital, Mahidol University
Experienceë Vice President for Administration,
Mahidol Universityë Dean, Faculty of Tropical Medicine,
Mahidol Universityë Member, Expert Committee on
Food Borne Parasitic Diseases, WHO
Other Positionë Chairman,
The Medic Pharma Co., Ltd.
Percentage of shareholdingë 0.15
Relationship among other managementë None
Other Positionë Director,
Syn Mun Kong Insurance PLC.ë Director,
Bangkok Prapadaeng Hospital Co., Ltd.
Percentage of shareholdingë 0.01
Relationship among other managementë None
Yingdao Krairiksh, M.D.Director/ Member ofCEO committeeAge 54 years old
Educationë Directors Accreditation Program Batch 44,
Thai Institute of Directors Association ë Stanford Executive Program Graduate School
of Business, Stanford University ë Resident Training Program (Internal Medicine)
Siriraj Hospitalë Medical Doctor, Faculty of
Medicine Siriraj Hospital, Mahidol University
Experienceë Hospital Director, Bangkok Hospitalë Managing Director,
Bangkok Prapadaeng Hospital Co., Ltd.
Other Positionë Chairman of Executive committee,
Bangkok Samui Hospital Co., Ltdë Chairman of Executive committee,
Bangkok Pattaya Hospital Co., Ltd.
ProfessorSantasiri Sornmani, M.D.Independent Director/Audit CommitteeAge 72 years old
Mr. Anuchat ChaiprapaIndependent Director/Audit CommitteeAge 73 years old
Education ë Directors Accreditation Program Batch 14,
Thai Institute of Directors Association ë Certificate, National Defense Collegeë Certified Public Accountant ë Bachelor of Accounting, Chulalongkorn University
Experienceë Senior Executive General Manager,
Thai Military Bank PLC.ë Director, Nava Finance & Securities PLCë Director, Paiboon Insurance Co., Ltd.ë Director, Small Business Credit Guarantee Corporation
ë Chairman of Executive committee,Bangkok Rayong Hospital Co., Ltd.
ë Chairman of Executive committee,Wattanavej Co., Ltd.
ë Chairman of Executive committee,Bangkok Trat Hospital Co.,Ltd.
ë Consultation Director,Medical Association of Thailand
ë Consultation Director, Siriraj MedicalAlumni Association under Royal Patronage
ë Consultation Director, Thailand HospitalAdministrator Association
Percentage of shareholdingë 0.22
Relationship among other managementë None
Boardof Director'sProfile
7
ë Cardiac Surgeon,Minneapolis Heart Institute - AbbottNorthwestern Hospital, Minnesota, USA
ë Chief Heart Surgeon,John Nasseff Heart Hospital, USA
Other Positionë Head, Heart Institute Samitivej - Sukhumvitë President, Heart Association of Thailand
Percentage of shareholdingë 0.27
Relationship among other managementë None
Other Positionë Director,
Bangkok Helicopter Services Co., Ltd.ë Managing Director,
Thai Petroleum Service Co., Ltd.ë Director, Executive Vice President of
Finance, Bangkok Airways Co., Ltd.
Percentage of shareholdingë 0.18
Relationship among other managementë None
Education ë Directors Certification Program Batch 27,
Thai Institute of Directors Associationë Bachelor of Law, Thammasart University
Experienceë Managing Director
Air Lanka Catering Service Co., Ltd.ë Director and Manager Thai Petroleum Service Co., Ltd.
Education ë The Role of the Chairman, Batch 9,
Thai Institute of Directors Association ë Directors Certification Program Batch 20,
Thai Institute of Directors Association ë Senior Executive Program, Sasin Graduate
Institute of Business Administration ë MBA - Accounting, Roosevelt University, USA.
Experienceë Managing Director,
Thai Wah Resorts Development Co., Ltd.ë Managing Director, Thai Wah Plaza Co., Ltd.ë Financial Controller, Holiday Inn Crown Plazaë Assistant Director - Accounting and Finance,
Hostmark Hospitality Group
Other Positionë Chairman, Bangkok Rayong Hospital Co., Ltd.
Wallop AdhikomprapaDirector/ Member ofCEO Committee Vice President -Accounting& FinanceAge 62 years old
ë Director, Bangkok Pattaya Hospital Co., Ltd.ë Director, Bangkok Phuket Hospital Co., Ltd.ë Director, Samitivej PLC.ë Director, BNH Medical Centre Co., Ltd.ë Director, National Healthcare Systems Co., Ltd.ë Director, Bio Molecular Laboratory
(Thailand) Co., Ltd.ë Director, Bangkok Helicopter Services Co., Ltd.ë Director, First Health Food Co., Ltd.ë Director, Sodexho Support Services (Th) Co., Ltd.ë Director, B.D.M.S. International Medical
Services Co., Ltd.ë Director, S.R. Property Investment., Ltd.
Percentage of shareholdingë 1.46
Relationship among other managementë None
Kittipan Visudharom,M.DDirector/ Member ofCEO Committee/Vice Hospital Director ofBangkok Heart Hospital Age 67 years old
Thavatwong ThanasumitraDirectorAge 58 years old
Experienceë Diplomate American Board of Surgeryë Diplomate American Board of Thoracic Surgeryë Ph.D. (Surgery) University of Minnesota,
Graduate School, Minneapolis, Minnesota, USAë Residency Training, University of Minnesota,
School of Medicine, USAë Internship, University of Kentucky
Medical Center, USAë Medical Doctor, Faculty of Medicine
Siriraj Hospital, Mahidol University
Experienceë Cardiac Surgeon, Minessotta Hospital, USAë Associate Professor,
Department of Surgery, Uthsesa, USA
8
Education ë Director Certification Program Batch 22,
Thai Institute of Directors Associationë Advanced Management, Wharton's
Business School, University of Pennsylvaniaë Dermatologist, Medical School,
Chulalongkorn Universityë Medical Doctor, Faculty of Medicine,
Chulalongkorn University
Experienceë Hospital Director, Samitivej Hospital
Education ë Certified of National Defense College ë Fellow, American College of Medical Qualityë Certified, American Board of Quality Assurance &
Utilization Review Physiciansë Fellow, American Academy of Pediatricsë Certified, American Board of Pediatrics ë Medical Doctor, Chulalongkorn University
Experienceë Group Chief Medical Officer,
Bumrungrad Hospital, Bangkokë Chief Executive Administrator, Bangkok Hospital, ë Clinical Assistant Professor of Pediatrics,
College of Medicine, Pennsylvania State University,Pennsylvania, USA
ë Chairman of the Board, Jameson Physician HospitalOrganization, New Castle, Pennsylvania, USA
ë President, Lawrence Independent PhysicianAssociation, Lawrence County, Pennsylvania, USA
Other Positionë Managing Director,
Bangkok Pattaya Hospital Co., Ltd.ë Managing Director, BNH Medical Centre Co., Ltd.ë Director, Bangkok Rayong Hospital Co., Ltd.ë Director, National Healthcare Systems Co., Ltd. ë Director, Bio Molecular
Laboratory (Thailand) Co., Ltd.
Percentage of shareholdingë 0.04
Relationship among other managementë None
Chatree Duangnet, M.D.Member of CEO Committee/Chief Operating OfficerAge 61 years old
ë Director and Chairman of Executivecommittee, BNH Medical Centre Co., Ltd.
ë Director and Chairman of Executivecommittee, the Medic Pharma Co., Ltd.
ë Director, Bangkok Pattaya Hospital Co., Ltd. ë Director, National Healthcare Systems Co., Ltd.ë Director, Bio Molecular
Laboratory (Thailand) Co., Ltd.ë Director, First Health Food Co., Ltd.ë Director, Sodexho Healthcare
Support Services (Th) Co., Ltd.ë Director, Sodexho Support Services (Th)
Co., Ltd.
Percentage of shareholdingë 0.04
Relationship among other managementë None
Education ë Directors Certification Program Batch 23,
Thai Institute of Directors Associationë Post Graduate Studies in Health Administration,
Loma Linda University, CA, U.S.A.ë MPH (International Health),
Loma Linda University, CA, U.S.A.ë BA, MA (Philosophy & Counseling),
Philippine Adventist University, The Philippines
Experienceë Chief Executive Officer, Gleneagles
Oncology Center, Kuala Lumpur ë Company Director,
Gleneagles Oncology Center, Kuala Lumpur
Other Positionë Managing Director, CEO & Chairman of
Executive Committee, Samitivej PLC.ë Managing Director & Chairman of Executive
Committee, Samitivej Sriracha Hospital Co., Ltd.
Mr. Lee Khoe SoaMember of CEO CommitteeAge 61 years old
Krittavith Lertutsahakul,M.D.Member of CEO CommitteeAge 48 years old
ë Physician Executive, Jameson Health System,New Castle, Pennsylvania, USA
ë Training courses in QA/ UR/ RM. American Board ofQuality Assurance & Utilization Review Physicians, USA
Other Positionë Chairman of Executive Committee,
Bangkok Prapradaeng Hospital Co., Ltd. ë Chairman of Executive Committee,
Bangkok Had Yai Hospital Co., Ltd. ë Chairman of Executive Committee,
Bangkok Phuket Hospital Co., Ltd. ë Director, B.D.M.S International Medical Services Co., Ltd.
Percentage of shareholdingë 0
Relationship among other managementë None
Boardof Director'sProfile
9
Education ë Certificate in Advanced Management,
Harvard Business Schoolë Diplomat Board of Clinical Preventive
Medicine (Thailand Medical Council)ë Certificate in Health Economics,
Mahidol Universityë Doctor of Medicine, Mahidol University -
Ramathibodi Faculty of Medicine
Experienceë Managing Director, Wattanvej, Co., Ltd.ë Managing Director,
Bangkok Rayong Hospital Co., Ltd.ë Managing Director, Bangkok Trat Hospital Co., Ltd. ë Hospital Director, Bangkok Pattaya Hospital Co., Ltd.
Other Position ë Director, Bangkok Pattaya Hospital Co., Ltd.ë Director, Bangkok Samui Hospital Co., Ltd.ë Director, National Healthcare
Systems Co., Ltd. ë Director, Bio Molecular
Laboratory (Thailand) Co., Ltd.
Percentage of shareholdingë 0.06
Relationship among other managementë None
Other Positionë Managing Director,
Bangkok Phuket Hospital Co., Ltd.ë Director, Bangkok Samui Hospital Co., Ltd.
Percentage of shareholdingë 0.002
Relationship among other managementë None
Education ë Certificate in Advanced Management,
Harvard Business Schoolë Board of Internal Medicine,
Chulalongkorn Universityë Doctor of Medicine, Sonklanagarind University
Experienceë Hospital Director,
Bangkok Phuket Hospital, Co., Ltd.ë Hospital Director, Yaring Hospital ë Head of Dialysis Unit,
The Vachira Phuket Hospital
Education ë Stanford Executive Program,
Stanford Graduate School of Business (U.S.A.)ë MBA, Lehigh University of Virginia, USAë Bachelor of Economics,
University of West Virginia, USAë Bachelor of Business Administration
Major Marketing (Honour),Thammasat University
Experienceë Associate consultant to Minister of
Public Health ë Instructor, The Journal of Business
Administration, Faculty of Commerce &Accountancy - Thammasat University
Associate ProfessorAjjima SrethaputrMember of CEO Committee/Assistant to Chairman ofCEO Committee/Vice President - Marketing &Business Development Age 55 years old
Pichit Kangwolkij, M.D. Member of CEO Committee,Hospital Director ofBangkok HospitalAge 44 years old
SuraphongLookhanumanjao, M.D.Hospital Director ofWattanosoth Hospital Age 45 years old
Other Positionë Managing director, Cool & Joy Co., Ltd. ë Director, The Medic Pharma Co., Ltdë Member of the Academy of Standard
Committee, Dept. of Marketing &General Management, Faculty of BusinessAdministration, Thammasat University.
ë Committee & Secretary, Vej Dusit Foundationunder the Royal Patronage of H.R.HPrincess Galyani Vadhana Krom LuangNaradhiwas Rajanagarindra
ë Director, Institute for small and mediumenterprise Development
Percentage of shareholdingë 0
Relationship among other managementë None
Reportof the AuditCommittee
10
The Board of Directors of Bangkok Dusit Medical Services Public Company Limited has appointed an
Audit Committee comprising of three independent members; Prof. Snoe Indrasukhsri, M.D., as the chairman,
Prof. Santasiri Sornmani, M.D., and Mr. Anuchat Chaiprapa, as members.
The Audit Committee is entrusted with the duties of giving credibility to the financial statements prior to
submission to the Board of Directors, ensuring efficient internal control with respects to financial statements
and compliance with relevant regulations and laws, preventing conflict of interests, providing risk management
advices, promoting the observance of good practices of listed company and nominating auditors.
The Audit Committee has had twelve meetings with the auditors and the management in 2005 to review
financial statements, assess internal control measures, review compliance with regulations and laws as well as
the auditing practices of the auditor for 2005. It is the opinion of the Audit Committee that the consolidated
financial statements of the company and its subsidiaries is correct in significant details as per the generally
certified accounting standard and that the disclosure of information is adequate.
The Audit Committee shall nominate the auditors for 2006 to the Board of Directors for further submission
to and the approval from the shareholders' meeting.
11
GeneralInformation
General InformationType of business
Location
Company registration number
Web site
Registered capital
Security registrar
Auditor
Legal consultant
Health Care Business
2 Soi Soonvijai 7, New Petchaburi Road,
Huay Khwang, Bangkok 10310
Tel: 02-318-0066, 02-310-3000
Fax: 02-318-1546, 02-310-3327
Bor.Mor.Jor. 249
www.bangkokhospital.com
Baht 1,183.41 million of which is paid up and issued at
Baht 1,163.41 million with par value of Baht 1 each
Thailand Securities Depositor Co., Ltd.
4th Floor, Stock Exchange of Thailand Building,
62 Ratchadapisek Road, Klong Toey, Bangkok 10110
Tel: 02-229-2800, 02-654-5599
Fax: 0-2359-1259
Ernst & Young Office Company Limited
Mr. Ruth Chaowanagawi
Mrs. Saifon Inkaew
Ms. Ratana Jala
33rd Floor, Lake Rajada Office Complex,
193/136-137 Ratchadapisek Road, Klong Toey,
Bangkok 10110
Tel: 02-264-0777
Fax: 02-264-0789-90
Punyariddhi Law Office
Apichai Chandrasane, Ph.D.
22 Soi Soontornsaratoon (Onnut 21/1)
Sukhumvit 77 Road, Bangkok 10250
Tel: 02-760-6969-76
Fax: 02-760-6967-68
Reference information
12
(as of the 31st of December 2005)
B.D.M.S. International
Medical Services Co., Ltd.
Bangkok Helicopter
Services Co., Ltd.
Bangkok Samui
Hospital Co., Ltd.
New Petchburi Medical
Services Co., Ltd.
Bangkok Phuket Co., Ltd.
Bangkok Hatyai
Hospital Co., Ltd.
Bio Molecular Laboratory
(Thailand) Co., Ltd.
Samitivej Public
Company Limited
BNH Medical
Centre Co., Ltd.
Bangkok Rayong
Hospital Co., Ltd.
Bangkok Prapadang
Hospital Co., Ltd.
20 December 2005
29 June 1995
14 August 2003
20 December 2002
15 March 1994
27 July 1995
7 November 2001
28 December 1976
27 August 1991
13 July 2002
7 September 1992
61A Street 214,
Sangkat Beong Rang ,
Phnom Penh, Cambodia
1111 Ploenchit Rd.,
Pathumwan, Bangkok
57 Moo 3, Amphur
Kaosamui, Suratthani
2 Soi Soonvijai 7,
New Petchburi Rd.,
Huaykwang, Bangkok
2/1 Hongyok-utit Rd.,
Amphur Muang, Phuket
75 Soi 15 Petchkasem Rd.,
Hadyai, Sohgkhla
2 Soi Soonvijai 7,
New Petchburi Rd.,
Huaykwang, Bangkok
133 Sukhumvit 49,
Klongton, Wattana, Bangkok
9/1 Convent Rd., Silom,
Bangrak, Bangkok
8 Moo 2,
Soi Sangchanneramit,
Amphur Muang, Rayong
288 Suksawasdi,
Amphur Muang,
Samutprakarn
1,000
Par : KHR
9,200,000/share
3,000,000
Par : Baht
10/share
15,000,000
Par : Baht
10/share
10,000
Par : Baht
100/share
100,000,000
Par : Baht
5/share
100,000,000
Par : Baht
5/share
1,000,000
Par : Baht
10/share
100,000,000
Par : Baht
10/share
58,611,935
Par : Baht
10/share
40,000,000
Par : Baht
10/share
10,500,000
Par : Baht
10/share
100.0
100.0
100.0
100.0
99.5
98.5
95.0
92.9
87.6
81.0
79.0
100-bed
private hospital
Medical Evacuation
50-bed
private hospital
150-bed
private hospital
400-bed
private hospital
Biomolecular
laboratory
Private hospitals
• Samitivej
Sukhumvit Hospital
(275 beds)
• Samitivej
Srinakarindra
Hospital (400 beds)
225-bed
private hospital
200-bed
private hospital
145-bed
private hospital
1,000
2,999,992
14,999,993
9,993
99,467,500
98,533,300
949,993
92,919,772
51,326,179
32,399,993
8,295,000
Name Date ofregistration Location Type of business
Numberof issued and
paid-up shares
Number ofshares held
by thecompany
%Share
holding
Juristic personsin which thecompany holds10% of sharesor greater
13
(as of the 31st of December 2005)
National Healthcare
Systems Co., Ltd.
Bangkok Trad
Hospital Co., Ltd.
Wattanavej Co., Ltd.
S.R. Property
Investment Co., Ltd.
Medical Pharma Co., Ltd.
Bangkok Pattaya
Hospital Co., Ltd.
Cool & Joy Co., Ltd.
Ramkhamhang
Hospital Public Company Limited
Udon Pattana Co., Ltd.
25 July 2001
25 January 1994
28 October 1983
20 December 2005
26 August 1971
1 May 1989
20 May 2003
25 August 1986
9 June 1994
2 Soi Soonvijai 7,
New Petchburi Rd.,
Huaykwang, Bangkok
276 Sukhumvit Rd.,
Amphur Muang, Trad
25/14 Taluang Rd.,
Amphur Muang, Chantaburi
571 Road No. 6,
Phum Salakanseng,
Siem Reap, Cambodia
124 Thonburi-Pakthor Rd.,
Bangkok
301 Sukhumvit K.M.143 Rd.,
Amphur Muang, Chonburi
2 Soi Soonvijai 7,
New Petchburi Rd.,
Huaykwang, Bangkok
2138 Ramkhamhang,
Bangkapi, Bangkok
555/5 Phosri Rd.,
Amphur Muang, Udornthani
7,500,000
Par : Baht
10/share
40,000,000
Par : Baht
5/share
18,000,000
Par : Baht
10/share
1,000
Par : KHR
20,000/share
2,143,000
Par : Baht
10/share
28,000,000
Par : Baht
10/share
5,000,000
Par : Baht
10/share
12,000,000
Par : Baht
10/share
30,000,000
Par : Baht
10/share
74.0
63.4
62.0
49.0
49.0
49.0
30.0
19.0
10.0
Medical laboratory
150-bed
private hospital
200-bed
private hospital
Land Holding
Company
Sale and production
of medications
200-bed
private hospital
Public Relationship
and Marketing
300-bed
private hospital
350-bed
private hospital
5,551,793
25,341,034
11,158,324
490
1,050,000
13,720,000
1,500,000
2,280,000
3,000,000
Name Date ofregistration Location Type of business
Numberof issued and
paid-up shares
Number ofshares held
by thecompany
%Share
holding
14
SVH92.90%
BSH100%
BNH87.57%
BPH49%
RAM19%
BDMS International100%
BRH81%
MP49%
Udon Pattana10%
Bangkok Helicopter100%
BPD79%
S.R. Property Investment
49%
NPMS99.93%
NHS74.02%
Cool & Joy30%
BPK99.50%
BTH63.35%
BHH98.50%
BCH61.99%
BIO95%
SVH
BPK
BHH
BIO
NPMS
BSH
BDMS International
Bangkok Helicopter
BNH
Samitivej Public Company Limited
Bangkok Phuket Co., Ltd.
Bangkok Hatyai Hospital Co., Ltd.
Bio Molecular Laboratory
(Thailand) Co., Ltd.
New Petchburi Medical
Services Co., Ltd.
Bangkok Samui Hospital Co., Ltd.
B.D.M.S. International Medical
Services Co., Ltd.
Bangkok Helicopter Services Co., Ltd.
BNH Medical Centre Co., Ltd.
BRH
BPD
NHS
BTH
BCH
BPH
MP
S.R. Property
Cool & Joy
RAM
Udon Pattana
Bangkok Rayong Hospital Co., Ltd.
Bangkok Prapadang Hospital Co., Ltd.
National Healthcare Systems Co., Ltd.
Bangkok Trad Hospital Co., Ltd.
Wattanavej Co., Ltd.
Bangkok Pattaya Hospital Co., Ltd.
Medical Pharma Co., Ltd.
S.R.PROPERTY INVESTMENT
COMPANY LIMITED
Cool & Joy Co., Ltd.
Ramkhamhang Hospital Public Co., Ltd.
Udon Pattana Co., Ltd.
Juristic personsin which thecompany holds10% of sharesor greater
15
Operational Results
Total Revenues
Revenue from Patient Services
Gross Profit
EBITDA
Net Profit
EPS (Baht)
Weighted Average Shares
Total Assets
Total Liabilities
Minority Interest
Shareholders' Equity
Current Ratio (times)
Quick Ratio (times)
Days Receivable (day)
Days Inventory (day)
Debt to Equity Ratio (times)
Interest Coverage Ratio (times)
Patient Services Revenue Growth Rate
Net Profit Growth Rate
Gross Profit Margin
EBITDA Margin
Net Profit Margin
Return on Equity
Assets Growth Rate
Return on Assets
Assets Turnover (times)
(Unit : Million Baht)
(Unit : Million Baht)Financial status
Financial Ratio
5,635
5,274
2,275
1,102
623
0.71
875,129,812
14,598
6,711
362
7,887
0.92
0.86
22
10
0.85
12.84
71.0%
62.1%
43.1%
16.4%
11.8%
8.3%
99.8%
4.3%
0.39
10,724
10,254
4,319
1,865
832
0.72
1,163,410,108
17,677
9,260
528
8,418
0.51
0.45
18
8
1.10
8.18
94.4%
33.5%
42.1%
18.2%
8.1%
10.5%
21.1%
4.7%
0.61
3,899
3,679
1,634
889
623
0.71
875,129,812
10,142
2,616
0
7,525
1.33
1.28
15
6
0.35
15.30
34.0%
62.1%
44.4%
23.98%
16.9%
8.3%
64.3%
6.1%
0.38
4,696
4,243
1,878
955
832
0.72
1,163,410,108
11,664
3,775
0
7,890
0.38
0.33
17
8
0.48
10.34
15.3%
33.5%
44.3%
22.5%
19.6%
10.5%
15.0%
7.1%
0.40
2,957
2745
1,097
539
385
0.51
750,000,000
6,173
2,789
0
3,384
0.89
0.86
15
6
0.82
8.01
24.8%
25.7%
40.0%
19.64%
14.0%
11.4%
9.0%
6.2%
0.48
3,314
3,085
1,223
578
385
0.51
750,000,000
7,305
3,579
341
3,725
0.70
0.66
18
8
0.96
9.84
31.6%
25.7%
39.7%
18.7%
12.5%
11.4%
27.4%
5.3%
0.45
2005 2004 2003 2005 2004 2003
The Company and Subsidiaries The Company Only
FinancialOverview
BANGKOKHEARTHOSPITAL
BANGKOK MEDICAL CENTER
The grand opening ceremony MR.Adulkit Kitiyakara Minimally Invasive and Robotic Heart Center of which was
presided over by Her Majesty Queen Sirikit on Friday, the 26th of August 2005. This is the first private heart
hospital in Thailand.
1. Background
Bangkok Dusit Medical Services Public Company Limited was established
on the 30th of October 1969 as “Bangkok Dusit Medical Services Co., Ltd.”
with an initial registered capital of Baht 10 million with the objectives of
engaging in a private hospital business called “Bangkok Hospital”. The
operation officially commenced on the 26th of February 1972. Throughout
the thirty-three years of its operation, the company has gradually expanded
to the extent where it could become registered in the Stock Exchange of
Thailand on the 2nd of October 1991 and registered its conversion to limited
public company in 1994 with gradually increasing registered capital. The
company key business milestones are as follows:
2001
• Hospital Accreditation (HA) by Hospital Standard Certification and
Development Institution, Ministry of Public Health
• Prime Minister’s Export Award: Best Service Provider by Department
of Export Promotion, Ministry of Commerce, on the 20th of August 2001.
• Register of the change in paid up capital from Baht 356.25 million to
Baht. 500 million
2002
• The Asian Hospital Management Awards for Marketing PR or Brand
Management Project and Quality Management Program out of the ten prizes.
The awards were presented by International Hospital Association, John
Hopkins International Institute, Summa Foundation and Thai Private
Hospital Association.
• Register of the change in paid up capital from Baht 500 million to
Baht 750 million.
2003
• ISO 14001 certification, MorOrGor. 18001/ OHSAS 18001 for environmental
management standard, and, occupational hygiene and safety management
standard certification by the Industrial Standard Organization.
• Bangkok Hospital was pronounced by Superbrands as the preferred
hospital of consumers and one of the only two hospitals in Thailand
18
Nature ofBusiness
19
remembered by consumers for positive reputation and medical service
excellence.
2004
• ISO 14001 certification for environmental management, Mor Or Gor
18001/ OHSAS 18001 and occupational hygiene and safety management
standard certification by Japan Audit and Certification (JACO).
• Register of the change in paid up capital from Baht 750 million to
Baht 1,000 million. Including register of the change of par value from Baht
10 to Baht 1 per share.
• The company has made a tender offer for all shares in Samitivej Public
Company Limited, Bangkok Hadyai Hospital Co., Ltd. and Bangkok Phuket
Hospital Co., Ltd. and issued the new ordinary shares as the share price
payment to those shareholders. Following the completion of the said acquisition,
the shareholdings in the three companies are 92.9%, 98.5% and 99.5% of their
issued and paid up capital, respectively. The company has registered the
change of paid up capital from Baht 1,000 million to Baht 1,163.41 million
as well.
2. Important events in 2005
Officially Launch of Bangkok Heart Hospital and M.R. Adulkit Kitiyakara
Minimally Invasive and Robotic Heart Center
The company has officially launched Bangkok Heart Hospital and
M.R. Adulkit Kitiyakara Minimally Invasive and Robotic Heart Center. The
grand opening ceremony of which was presided over by Her Majesty Queen
Sirikit on Friday, the 26th of August 2005. During the ceremony, Her Majesty
also marked and blessed the plaque naming the M.R. Adulkit Kitiyakara
Minimally Invasive & Robotic Heart Center.
Bangkok Heart Hospital is the first private heart hospital in Thailand which
features three key readiness factors as follows :
1) Expertise of medical personnel in all tracts
2) Advanced technology such as the first Da Vinci heart surgery assisting
robot in Thailand, cardiac MRI, cardiac CT scanner and mobile CCU.
3) Cardiac rehabilitation and enhancement of international standard
for utmost satisfaction of the clients and a step towards medical excellence.
WATTANOSOTHHOSPITAL
BANGKOK MEDICAL CENTER
Her Royal Highness Princess Maha Chakri Sirindhorn gives the name Wattanosoth, which means Progressive
Medicine in Thai. This is the first private cancer hospital in Thailand.
Launch of Wattanosoth Hospital (Bangkok Cancer Hospital)
Wattanosoth Hospital has been operating unofficially since late 2005 in
order to treat cancer patients. The name Wattanosoth, which means Progressive
Medicine in Thai, was given by Her Royal Highness Princess Maha Chakri
Sirindhorn.
This is the first private cancer hospital in Thailand complete with
advanced medical technology and clinicians specialized in the diagnosis and
treatment of all cancers. Some of the featured equipment are:
• PET/CT (Positron Emulsion Tormography/ Computed Tomography)
PET/CT is a major advance in imaging technology and patient care. The
Wattanosoth PET/CT scanner (GEMINI, Philips) is the first to be installed
for medical services in Thailand. It is a functional imaging technology using
radioisotopes. The medical applications of PET primarily include early
detection of cancers of various organs, assessment of heart muscle viability
in heart diseases and evaluation of functional brain anatomy in dementia,
epilepsy and stroke.
• Cyclotron A radioactive pharmaceuticals producing equipment for
use with PET/CT in the detection of cancer. Most advanced and efficient,
this equipment is adopted by several cancer institutes in the United States
of America including Memorial Slone Kettering (MSKCC) and University
of California Los Angeles (UCLA).
• IMRT (Novalis) A medical equipment used for non-invasive stereotactic
radiosurgery. Novalis is the optimal tool to effectively and safely perform the
advanced techniques of 3-D CRT, high resolution ntensity Modulated
RadioSurgery (IMRS) and Intensity Modulated RadioTherapy (IMRT) on
tumors throughout the body. This provides the most accurate radioactive
treatment at the site of tumor with minimal effects on good tissues. Novalis
can be programmed for exposure of specific sites in four dimensions and
accurate tumor shape.
• Linear Accelerator
• Brachy Therapy System Equipment with components for cancer
treatment
22
23
It is an objective of Wattanosoth Hospital to strive for practical and academic
excellence. Moreover, Samitivej hospital, BNH hospital and Bangkok Hospital
group across the country can link up with Wattanosoth Hospital to obtain
expert consultation through VCD conference system. This saves patients from
having to visit Wattanosoth Hospital on every occasion.
Bangkok Dusit Medical Service Public Company Limited rated as one of
the best companies in Asia Pacific by Forbes.
Bangkok Dusit Medical Service Public Company Limited was rated as one
of the best companies in Asia Pacific in 2005 under “Best Under a Billion”
category by Forbes.
The annual evaluation of Forbes “200 Best Under a Billion” in Asia Pacific
is based on the performance of the region's listed companies with annual
revenue under One Billion United States Dollar. The criteria includes companies
which have displayed profitability, economic dynamism, entrepreneurial
effectiveness and an impressive track record of giving value to shareholders.
Including continuous growth during the past five years and a profit before tax of
at least 5% in the latest fiscal year. Bangkok Dusit Medical Services Plc. or BGH,
which made it to the elite list along with 11 top Thai companies selected by Forbes.
This ranking is a great pride of the company. Especially, BGH is only
hospital business firm among the two hundred companies in the Asia Pacific
selected by Forbes. This further reaffirms our leader-ship position in the Asia
Pacific region.
BANGKOKINTERNATIONALHOSPITAL
BANGKOK MEDICAL CENTER
Bangkok International Hospital has been operating since early 2006. In order to provide the International
standard high quality healthcare, advanced medical technology and services to foreign clients.
The Company’s Shareholding Restructuring
On the 17th of October 2005, the Extraordinary General Meeting of
Shareholders No.1/2005 has approved the company’s restructuring planning
by acquisition shares from all shareholders of the eastern hospital group, which
comprised of Bangkok Pattaya Hospital Co., Ltd., Bangkok Trad Hospital
Co., Ltd., Wattanavej Co., Ltd.(Bangkok Chantaburi Hospital), and Bangkok
Rayong Hospital Co., Ltd. Such purchase was subject to the condition that
those shareholders must purchase the company's shares by using all proceeds
received from the company as payment for the company's shares at the price
of Baht 14.59 each. The proposal and reservation of shares were scheduled
for the period from the 4th to the 20th of January 2006.
The company expects to hold at least 95% stake in each hospital in the
eastern group which will enhance the competitiveness and further fortify the
company’s position in the healthcare business, considering the fact that the
eastern region is one with unabated economic growth and a key economic
and industrial center of Thailand.
3. Operation
The company, the affiliates and the subsidiaries are related as may be
explained below:
Primary business Specialized private medical institutions operated under
the name of Bangkok Medical Center : BMC which is comprised of Bangkok
Hospital, Bangkok Heart Hospital, Wattanosoth Hospital, and, Bangkok
International Hospital which will be operational in early 2006.
Investment business In addition to the healthcare business operated
under Bangkok Dusit Medical Services Public Company Limited, the company
has invested in healthcare and many relevant businesses.
26
27
Investment in Healthcare Businesses
1. Inner Bangkok covering
Sukhumvit, Asoke, Silom
and Sathorn
2. Outer Bangkok and
Samutprakarn
3. Eastern region covering
Chonburi, Rayong,
Chantaburi and Trat
4. Northeastern region
covering Udon Thani
5. Southern region covering
Phuket, Songkla and
Surat Thani
6. Siem Reap, Cambodia
Samitivej Public Company Limited:
Samitivej Sukhumvit Hospital
BNH Medical Centre Co., Ltd.: BNH Hospital
Samitivej Public Company Limited:
Samitivej Srinakarindra Hospital
Bangkok Prapadang Hospital Co., Ltd.
Ramkhamhaeng Hospital Public Company Limited
(A general investment. not involved
with the management in this company).
Bangkok Pattaya Hospital Co., Ltd.
Bangkok Rayong Hospital Co., Ltd.
Wattanavej Co., Ltd.: Bangkok Chanthaburi Hospital
Bangkok Trad Hospital Co., Ltd.
Samitivej Sriracha Hospital Co., Ltd.
Udon Pattana Co., Ltd.: Ake Udon Hospital
(A general investment, not involved
with the management in this company)
Bangkok Phuket Hospital Co., Ltd.
Bangkok Hatyai Hospital Co., Ltd.
Bangkok Samui Hospital Co., Ltd.
B.D.M.S. International Medical
Services Co., Ltd. (Not in operation)
275
225
400
145
300
200
200
200
150
100
350
170
400
50
50
92.9
87.60
92.9
79.0
19.0
49.0
81.0
62.0
63.4
30.0
by Samitivej Plc.
10.0
99.5
98.5
100.0
100.0
Area of service Entity providing service Shareholdingpercentage
Numberof beds
For businesses, the company has invested in 14 subsidiaries and affiliates operating private
hospitals in different areas with profit center management. Patients are occasionally referred to
specialized clinicians at another hospital in the network where necessary.
With regard to relevant businesses, the company has invested in subsidiaries and affiliates
engaged in businesses such as pharmaceutical production, laboratory and medical evacuation.
These companies were established to cater to third parties and to support the company’s network
at market price.
Type of Revenue Entity providing serviceShareholding
percentage
(Unit : Million Baht)
2005
Amount %
2004
Amount %
2003
Amount %
88.9
4.9
2.1
0.7
2.0
98.6
1.2
0.2
1.4
100.0
From
medical service fees
From
laboratory fees
Total Revenue from core operations
Bangkok Dusit Medical Services Plc.
Bangkok Prapadang Hospital Co., Ltd.
Bangkok Rayong Hospital Co., Ltd.
Bangkok Trad Co., Ltd.
Bangkok Hatyai Hospital Co., Ltd.
Bangkok Samui Hospital Co., Ltd.
Bangkok Phuket Hospital Co., Ltd.
Samitivej Public Plc.
BNH Medical Centre Co., Ltd.
Wattanavej Co., Ltd.
Total
National Healthcare Systems Co., Ltd.
Bio Molecular Laboratory
(Thailand) Co., Ltd.
Total
79.0
81.0
63.4
98.5
100.0
99.5
92.9
87.6
62.0
74.0
95.0
3,678.2
189.2
334.2
124.7
446.3
50.3
368.0
5,190.9
69.4
13.9
83.3
5,274.2
69.7
3.6
6.3
2.4
8.5
1.0
7.0
98.4
1.3
0.3
1.6
100.0
4,238.2
134.8
474.9
144.2
540.6
159.8
787.5
2,776.6
720.6
209.8
10,187.0
42.7
21.1
66.8
10,253.8
41.3
1.3
4.6
1.4
5.3
1.6
7.7
27.1
7.0
2.1
99.4
0.4
0.2
0.6
100.0
2,743.6
150.2
63.3
22.5
62.6
3,042.1
37.2
5.3
42.5
3,084.6
Investment in Relevant Businesses
Type of business Entity providing service Shareholdingpercentage
Medical Pharma Co., Ltd.
National Healthcare Systems Co., Ltd.
Bio Molecular Laboratory (Thailand) Co., Ltd.
Cool & Joy Co., Ltd.
Bangkok Helicopter Services Co., Ltd.
S.R. Property Investment Co., Ltd.
1. Production and sale of medication
2. Medical laboratory
3. Bio Molecular laboratory
4. PR and marketing service
5. Medical Evacuation
6. Land lease for the operation of
hospital businesses in Cambodia.
49.0
74.0
95.0
30.0
100.0
49.0
28
4. Revenue structure of the company and subsidiary companies
The revenue structures of the company and subsidiary companies in 2003 through 2005 may becompared as below:
29
The company has regularly oganized academic seminars for Bangkok
Hospital doctors as well as those from other institutions in order to maximize
the capabilities of doctors in all tracts. Bangkok Hospital is currently certified
as the primary institution for continuous medical education project of the
Medical Practitioners Council. Doctors, nurses and medical practitioners
participating in seminars will be granted a Continuous Medical Education
(CME) credit for their renewal of medical professional practice license. The
notable medical seminars in 2005 were as follows :
• March 2005 : The Fifth BGH Annual Academic Congress and the First
Dental and Maxillofacial Academic Meeting held at the Medical Practitioners
of Thailand.
• August 2005 : The Sixth BGH Congress on Critical Care for Nurses was
held to further improve technical and managerial knowledge of nurses and
medical practitioners. The contents revolved around continuous care of
critical patients under the theme "For the Best in the Practical Knowledge
and Management of Critical Care".
ResearchandDevelopment
30
• The company has continuously provided its support to the activities of
Vejdusit Foundation under the Royal Patronage of HRH Princess Galyani
Vadhana Krom Luang Naradhiwas Rajanagarindra in order to help financially
distressed patients and to promote research efforts of doctors working
Bangkok Hospital Group and elsewhere for the development of Thai medical
community.
• Our contribution to research and development work over the past
three years may be summarized as follows:
2003 27.09 Million Baht
2004 40.72 Million Baht
2005 35.98 Million Baht
31
Industry Outlook and competition inthe international arena
In this age of globalization, several countries have made it an agenda to
turn the medical service industry into a foreign currency earner. Thailand is
one of such countries. We have a policy aimed at turning Thailand into the
Medical Hub of Asia within five years from 2004 to 2008 with three emphases
on health products and services: medical treatment service business, health
promotion service business and Thai herb and health product business. It is
expected that the total income in this five years space will be 210,815 Million
Baht. Asian, Middle Eastern and European countries are targeted.
Foreigners traveling to Thailand for treatments may be classified into
three groups:
1. Patients from countries with poorer medical advancement than Thailand
such as Bangladesh, Burma and Cambodia. These clients are well to do people
or country leaders.
2. Patients from countries with equivalent medical advancement as Thailand
such as Japan, Australia and Middle Eastern countries. These clients travel to
Thailand for treatments because their countries do not have sufficient medical
personnel to keep up with the demand of the clients.
3. Patients from countries with more advanced medical advancement than
Thailand such as the United States of America, England and European
countries. Most of the clients come to Thailand for the treatment of diseases
not covered by the health insurance they have in their country. They are less
well to do people who do not wish to pay high medical bills. The queues for
medical treatment in their country are usually long as well.
Most of the hospitals in Thailand which are capable of providing medical
service to foreign clients in Thailand are private hospitals with Bangkok
Hospital Group and Bamrungrad Hospital at the forefront. Other private
hospitals are also attempting to tap into this group of
Industry Outlook andCompetitions
32
clients. With the combined efforts of private institutions, medical colleges
and MOPH agencies, the objective of becoming Medical Hub of Asia is not
a far fetched one. Thailand has many strengths other countries do not.
Firstly, our South East Asian location is a regional hub for airlines and a
convenient destination, especially with the opening of Suwannabhumi Airport.
Secondly, we have a firmly established tourism industry that attracts foreigners
to come for our health and medical services. Thirdly, our private and public
hospitals are as capable as other countries in the region. We are generously
supplied with modern medical equipments and specialized doctors. The
quality of our service is unsurpassed as well.
Industry Outlook and competition in Thailand
Public and private institutions vie for the local medical service market and
all seek to increase their market share. Medical institutions may be classified
into three classes by their capability. Primary care: clinics, health centers and
small hospitals capable of treating outpatients and simple procedures. Secondary
care: medium-class public and private hospitals with a higher level of
capability, able to operate and care for patients with more serious conditions
and diseases. Tertiary care: large hospitals capable of treating nearly all
diseases and performing more complex surgeries or procedures.
All three classes of were greatly affected when the government announced
their 30 Baht medical treatment policy. Clients are then divided into two
groups. The first group being those who are covered by social security,
government officials and 30 Baht medical treatment plan. The second group
being those who are of better financial position and more capable of paying
for medical services or covered by private company insurance plans. Public
medical institutions, particularly those run by Ministry of Public Health, are
required to accommodate clients who are covered by these different forms
of health insurance plans. Many of these institutions are not allocated
adequate budget
33
by the government. This is the reason why they are not able to improve their
service and technology as quickly. With more people turning to them for
medical treatments, the workload on their personnel increase and so are the
number of complaints as more mistakes are made.
Small private medical institutions had to participate in the 30 Baht
medical treatment and social security plans. They are compensated for the
number of patients under their responsibility and as such they need to lower
their expenses which lead to complaints on service quality and drugs prescribed
for the users. They have difficulties expanding their services and competing
with public institutions with budget allocation.
Most medical institutions catering to financially capable people with high
purchase power or private health insurance plans are in the tertiary care group
with or without a network. Some of such institutions are public limited
companies. The competition in this class is considerably high and many
players have developed themselves into specific centers for diseases such as
heart disease, diabetes, and neurological diseases. As high-level medical
equipments and technologies are required for these centers, it is imperative
for these institutions to have access to such technology and become the industry
leader. Additionally, they need a network transferring patients from other areas
of the country in order for them to become a major disease-specific center.
To summarize, changes in the medical service industry are not as rapid
or significant as in other industries. We are partly affected by these changes.
Regardless of economic improvement or deterioration, people will continue
to have illnesses although their purchase power may vary from time to time.
Visionary entrepreneurs who keep themselves abreast of these changes should
be able to survive and evolve.
34
The Company is progressing into its fourth decade marked by the recovery
of the Thai economy, the possibility that Thai people will be more concerned
about their health, the promotion of Thailand as “the Asian Healthcare Hub”,
medical freedom under the FTA and the increasing interest of foreign patients
to be treated in Thailand for our international standard medical personnel
and lower service fees compared to other countries of a similar medical
standard.
Given the factors above, the company has altered the administration
of Bangkok Hospital at Soi Soonvijai so that it is presently known as
Bangkok Medical Center : BMC which is comprised of Bangkok Hospital,
Bangkok Heart Hospital, Wattanosoth Hospital and Bangkok International
Hospital. Further investment plans are as follows:
FutureProjects
35
1. Bangkok Dental and Maxilofacial Center located at the entrance of
Soi Soonvijai on New Petchaburi Road. Construction has been started since
late 2005 with approximately cost of Baht 250 million. It is expected to
become operational within 2007.
2. 100-bed private hospital in Siam Reap, Cambodia, to be operated
under a new subsidiary company which incorporated in Cambodia in
December 2005.
Expected benefits
1. To expand special tract medical services and accommodate the increasing
number of patients.
2. To tap into the South East Asian market and receive patients transferred
from other countries.
BANGKOKREHABILITATIONCENTER
BANGKOK MEDICAL CENTER
Bangkok Rehabilitation Center is located at Rehabilitation Building, 3rd floor. To complete medical expertise,
physiotherapist, activitor and stomatologist for service exclusively upgrade.
38
1. Risks from economic fluctuations
Private hospital business is one which may be affected by economic fluctuations. At a time of economic
recession when people earn less, they may cut down on their health expenses and opt for cheaper services of
public hospitals. On the contrary, people prefer private hospitals to public ones when the economy is rising
and they earn more as the services offered by private hospitals are superior. Fortunately, the majority of the
company’s clients are in the premium class. They are not greatly affected by economic situations and continue
to use our services even when the economy is in recess. In addition, the company’s constant investments in
modern medical equipments help build confidence in the clients as well. More importantly, the facts that the
company is a large company with strong financial position and experienced executives have shown their
capability in leading the company through several economic crises are clear evidence that the impact of
economic fluctuations on us can be mitigated.
2. Risks from the operation
Reputation and confidence are key decision factors for patients. Bangkok Hospital is backed by over thirty
years of experience, highly capable and attentive executives, careful selection of personnel and efficient
management system. The company has a quality assurance center dedicated to the implementation of systems,
standards, evaluations and supervisions that ensure quality. This is inclusive of risk management, medical
treatment quality control, infectious disease control and environmental issues for the safety of clients and
employees. The company has also published quality control manuals for the different departments as a
guideline for all staffs. Additionally, we have established a Medical Staff Organization to monitor and
evaluate the performance of doctors and nurses. All of these efforts greatly help boost the confidence
patients have in our services.
Risk Factors
39
3. Risks from the competition
The medical business has become increasingly competitive. In addition to public and private hospitals, it is
possible that foreign entrepreneurs will soon enter the scene with the government’s plan to liberate the medical
service industry. These foreign entrepreneurs with good reputation and experience will likely be interested in
setting up hospitals in Thailand. They are at an advantage because of their technological advancement,
network size and image as global players. Nevertheless, the hospital business is a complex one and varies from
one country to another so entrepreneurs need to understand consumers’ requirements well. This is where
foreign entrepreneurs are at a disadvantage. Further, medical personnel practicing in Thailand need to be
issued a proper license by the Thai authority therefore foreign entrepreneurs may not relocate their personnel
from foreign countries and have them practice in Thailand. Given the reasons above, foreign entrepreneurs
will face numerous obstacles even if Thai medical service industry is liberalized. As a strong local entrepreneurs,
the company has an extensive network of hospitals covering key locations across the country, a great state of
readiness, necessary equipments and standardized services. We believe that these factors help mitigate risks
from the competition. We will nevertheless continue to improve our services and remain at the top of the
industry.
4. Risks from medical personnel scarcity
Despite the effort of the government to encourage production of medical practitioners by educational
institutions, the actual process requires time and expertise. Consequently, with the rapid growth of the economy
and the medical service industry, it is possible that the supply of practitioners may not be sufficient in the
future. The company is not yet significantly affected because medical personnel are attracted by reputation of
the group. In spite of this, the company has prepared to accommodate the growth through compensations,
trainings, welfares and recreational activities which will attract the employees and retain them at the
same time.
40
5. Financial risks
Risks from loans to subsidiaries and joint ventures
The company deeply concerns with the provision of financial assistance to subsidiaries and affiliates. As of
the 31st of December 2005, the burden of loans to subsidiaries was only Baht 1.2 million. This amount is not
considered significant to our financial status. In addition, the company does not have a policy to provide
additional loans to subsidiaries and affiliates. Such companies will be encouraged to secure loans directly
from financial institutions.
Risks from rising interest rates
The rising interest rates may affect to financial costs as well as cash flows of the company and the subsidiaries.
Since the group still has an existing loans and also need the external sources of funds for the further expansion.
However, the group has a positive relationship with many financial institues, the higher in interest rate may
not significantly affect to the group performance as compared to the others.
Risks from debt collection
Patients are generally treated before payment is made. This practice poses risks from collection of service
fees in full amount. Nevertheless, the company has a strict policy of avoiding possible risks from debt collection.
No credit is granted to clients. The hospital prepares an estimate of treatment fees for the patients in advance
and informs them of the treatment fees incurred at intervals in order to minimize the burden of a single payment
of treatment fee upon their discharge from the hospital. As for clients who are party to agreements, the company
has a policy of carefully granting credits based upon the credit and financial status of the party company and
reviewing transactions made with the company on an annual basis. The said policy is effective in the reduction
of possible risks from debt collection.
41
Shareholders StructureandManagement
1. Shareholders structure
The major shareholders as of the 3rd of October 2005, which was the latest closing date of registrar book
in year 2005, were as follows:
Number of shares
149,235,707
110,841,869
89,608,758
69,266,790
60,722,757
40,027,446
39,183,026
36,953,748
31,985,000
27,777,900
655,603,001
Name
Prasert Prasartthong-osoth, M.D. *
Bangkok Airways Co., Ltd.*
Viriyah Insurance Co., Ltd.
Mr. Satit Viddayakorn and spouse
Pongsak Viddayakorn, M.D. and spouse
Raffles Nominees (PTE) Limited
Bangkok Pattaya Hospital Co., Ltd.
Chirotchana Suchato, M.D. and spouse
Miss Poramaporn Prasartthong-osoth
HSBC (Singapore) Nominees (PTE) Limited
Shareholding percentage
12.83%
9.53%
7.70%
5.95%
5.22%
3.44%
3.37%
3.18%
2.75%
2.39%
56.35%
No.
1
2
3
4
5
6
7
8
9
10
Total
Doctors
Nurses
General staffs
Total
(Unit: Person)
196
599
1,308
2,103
233
32
121
386
429
631
1,429
2,489
Source: Thailand Securities Depository Co., Ltd.* The first and the second ranking shareholders are considered as the same person under Section 258.of the SEC Act B.E.2535 (A.D.1992)
Permanent doctors,nurses and staffs
Temporary doctors,nurses and staffs
Type of employeeTotal
2. Management
2.1 Number of Employees
The company has a total of 2,489 employees as of the 31st of December 2005 as below:
42
2.2 Managerial structure
As of the 31st of December 2005, the company’s managerial structure is comprised of the Board of
Directors, the Audit Committee and the executives as follows:
Board of Director
Prof. Arun Pausawasdi, M.D.
Prasert Prasartthong-osoth, M.D.
Prof. Snoe Indrasukhsri, M.D.
Pongsak Viddayakorn, M.D.
Chirotchana Suchato, M.D.
Chuladej Yossundharakul, M.D.
Prof. Santasiri Sornmani, M.D.
Yingdao Krairiksh, M.D.
Mr. Anuchat Chaiprapa
Mr. Wallop Adhikomprapa
Mr. Thavatwong Thanasumitra
Kitipan Visudharom, M.D.
Chairman
Vice Chairman
Independent Director
Director
Director
Director
Independent Director
Director
Independent Director
Director
Director
Director
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Authorized directors
Two directors out of Pongsak Viddayakorn, M.D., Chuladej Yossundharakul, M.D., Chirotchana Suchato,
M.D., and, Mr. Wallop Adhikomprapa sign jointly and affix the company’s seal.
Duties and responsibilities
1. Perform duties using their knowledge and expertise for the benefit of the company in accordance with the
regulations of the company and resolutions of the shareholders meeting. Directors are authorized to perform
actions indicated in the articles of association, Public Company Act and relevant laws.
2. Comply with the provisions and the good practices of listed company directors of the Stock Exchange
of Thailand.
3. Establish policies, approve business plans, annual budget and investment; and, make financial decisions.
4. Monitor the operational results of the company in order to ensure consistency with the established
goals and plans.
43
5. Arrange for efficient internal control and audit systems for the purposes of auditing, operational oversight
and liaison with the audit committee.
6. Protect the interests of shareholders and practice standardized and transparent disclosure of information.
Audit Committee
1. Prof. Snoe Indrasukhsri, M.D.
2. Prof. Santasiri Sornmani, M.D.
3. Mr. Anuchat Chaiprapa
Duties and responsibilities
In order that the Audit Committee may perform the duties assigned by the Board of Directors, the Audit
Committee shall have the following duties and responsibilities:
1. Ensure the correct, complete and reliable issuance of reports and disclosure of information in financial
reports of the company by liaising with external auditors and executives responsible for the preparation of
quarterly and annual financial reports.
2. Ensure the use of proper and efficient internal control measures and engage in the joint revision with
independent external auditors and internal auditors in order to ensure consistency.
3. Review transactions with associated companies or individuals in order to prevent conflicts of interest.
4. Ensure compliance with the regulations of the Stock Exchange of Thailand and other relevant laws.
5. Review evidence for internal investigation in the case where fraud or abnormality is suspected or significant
defect is found in the internal control measures for further submission to the Board of Directors.
6. Order and review evidence in the case where violation of law or any regulation of the Stock Exchange
of Thailand with possible significant effects on the financial status and the operational results of the listed
company is suspected.
7. Nominate auditors and annual auditing fee to the Board of Directors for the approval of the shareholders
meeting.
8. Complete the other tasks assigned by the Board of Directors.
Chairman
Member
Member
44
CEO Committee
As of the 17th of September 2005, the Board of Directors has had a resolution at Meeting No. 9/2005 appointing
the CEO Committee as follows:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Prasert Prasartthong-osoth, M.D.
Pongsak Viddayakorn, M.D.
Chuladej Yossundharakul, M.D.
Chirotchana Suchato, M.D.
Mr. Wallop Adhikomprapa
Yingdao Krairiksh, M.D.
Chatri Duangnate, M.D., FAAP., FACMQ.
Kitipan Visudharom, M.D.
Mr.Lee Khoe Soa
Krittavith Lertutsahakul, M.D.
Pichit Kangwolkij, M.D.
Assoc.Prof. Ajjima Srethaputr
Chairman
First Vice Chairman
Second Vice Chairman
Member
Member
Member
Member
Member
Member
Member
Member
Member and Secretary
Duties and responsibilities
1. Establish strategies, policies, business and budget plans for the approval of Board of Directors.
2. Oversee and monitor the operation as authorized by Board of Directors in accordance with the regulation
approved by Board of Directors with utmost benefit of the company and the shareholders in mind to ensure
efficiency and favorable business environment.
3. Assign duties to, follow up on and oversee the operation of the management under the supervision of
Chairman of Executive Board as assigned by Board of Directors.
4. Review matters to be presented to Board of Directors for approval, identify solutions to the problems
of the company, and, propose administrative and personnel policies for the consideration of Board of Directors.
5. Propose the appointment and the removal of high level executives and specify duties and responsibilities
of high level executives in different areas.
6. Engage in other duties occasionally assigned by Board of Directors.
7. Legitimately and honestly proceed in accordance with the resolutions of shareholders meetings and
Board of Directors meetings while mindful of interests, objectives and regulations of the company.
45
The duties and the authorities above shall not allow the executives and Chairman of CEO Committee to approve
transactions relating to individuals with whom they have conflicts of interests or transactions which may lead to
conflicts of interests of other nature (according to the Notification of Securities and Exchange Commission)
with the company or subsidiaries. Such transactions or matter shall be presented to the Audit Committee and/
or Board of Directors whichever the case may be for approval.
Duties and responsibilities
The management is responsible for internal administration in accordance with established policies and
business goals.
2.3 Selection of directors
The appointment and the removal of directors shall be as prescribed in the articles of association as follows:
• The board of directors of the company shall be consisting of not less than five persons, not less than
one half of the number of such directors must reside within the Kingdom of Thailand
• The director must be an ordinary person and has the following qualifications:
(1) Having become sui juris;
(2) Not being a bankrupt, incompetent or quasi-incompetent;
(3) Having never been imprisoned by the final judgment of the court for an offence related to property
committed with dishonest intent;
(4) Having never been dismissed or removed from the position in a governmental authority or organization
or state unit on a charge of performance of duty in bad faith.
1.
2.
3.
4.
5.
6.
Name
Pongsak Viddayakorn, M.D.
Chatri Duangnate, M.D., FAAP., FACMQ.
Mr. Wallop Adhikomprapa
Assoc. Prof. Ajjima Srethaputr
Pichit Kangwolkij, M.D.
Surapong Lookhanumanjao, M.D.
Position
President and Acting Hospital Director of
Bangkok Heart Hospital
Chief Operating Officer
Vice President-Accounting & Finance
Vice President-Marketing and Business
Development, and, Assistant to Chairman
of CEO Committee
Hospital Director of Bangkok Hospital
Hospital Director of Wattanosoth Hospital
Management team (as definition of the Securities and Exchange Commission)
46
• The directors shall be elected at the shareholders meeting in accordance with the criteria and procedures
as follows:
(1) Each shareholder shall have one share for one vote multiplied by the number of the nominated
directors;
(2) Each shareholder may exercise all the votes, he or she has under (1) to elect one or several persons as
director or directors, but the shareholder cannot divide his or her votes to any particular person or
persons; and
(3) Persons who receive the highest votes arranged in order from higher to lower in a number equal to
that of the number of directors to be appointed are elected to be the directors of the Company. In the
event of a tie at a lower place, which would make the number of directors greater than that required,
it should be elected by a draw in order to get the number of directors who should be elected.
• At every annual general meeting of shareholders, all directors shall resign from the board of directors
of the company and the new board of directors shall be elected at the same time, but the former board of
directors may perform its duties as necessary until the new board of directors may take over its roles.
• A vacating director may be eligible for re-election.
• Apart from vacating at the end of his office term, directors shall vacate office upon.
(1) death;
(2) resignation;
(3) lack of qualifications or possession of prohibited characteristics under the laws;
(4) the shareholders meeting passed a resolution to resign with a vote not less than three-fourths (3/4) of
the total votes of shareholders who attend the meeting and are entitled to vote and must also have total
shares not less than one-half of the number of shares held by shareholders who attend the meeting
and are entitled to vote.
(5) removal by a court order.
• Any director wishing to resign from the director position shall submit a resignation letter to the Company.
The resignation shall take effect from the date on which the resignation letter reaches the Company.
• In the event that a position of director becomes vacant for any reason other than the end of his office
term, the board of directors shall on the next board meeting appoint a qualified person, not possessing
prohibited characteristics under the laws to be a new director, except if such office term remaining is less than
two (2) months. The substitute director shall hold office only for the remainder of the term of office of the
director whom he replaces.
The resolution of the board of directors pursuant to the first paragraph must be approved by the votes of
not less than three-fourths (3/4) of the number of the remaining directors.
47
• In the event that the vacancies in the vacancies in the board of directors resulting in the number of directors
being less than the number required for a quorum, the remaining directors shall perform and act in the name
of the board of directors only in matters relating to the calling of the shareholders meeting to elect directors to
replace all the vacancies.
In addition, the company has stipulated that the Board of Directors shall be comprised of at least three
independent directors of the qualifications specified by the Securities and Exchange Commission and the
Stock Exchange of Thailand.
3. Executives’ compensation
3.1 Monetary compensation in 2005
• The twelve members of the Board of Directors have been paid a compensation in the form of meeting
allowance and director’s remuneration for a total of Baht 15.61 million in 2005 as follows:
• Twelve members of CEO Committee were paid compensation in the form of meeting allowance for a
total of Baht 0.19 million in 2005. (CEO Committee was appointed by Board of Directors on the 17th of
September 2005.)
• Six executives were paid compensation in the form of monthly salary, bonus and meeting allowance for
a total of Baht 23.96 million in 2005.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
List of Directors' Name
Prof. Arun Pausawasdi, M.D.
Prasert Prasartthong-osoth, M.D.
Prof. Snoe Indrasukhsri, M.D.
Pongsak Viddayakorn, M.D.
Chirotchana Suchato, M.D.
Chuladej Yossundharakul, M.D.
Prof. Santasiri Sornmani, M.D.
Yingdao Krairiksh, M.D.
Mr. Anuchat Chaiprapa
Mr. Wallop Adhikomprapa
Mr. Thavatwong Thanasumitra
Kitipan Visudharom, M.D.
Total compensation
1.76
1.26
1.26
1.26
1.26
1.26
1.26
1.26
1.26
1.26
1.26
1.26
(Million Baht)
Year of operational results for which dividend is paid
2004
2003
2002
2001
Payment of dividend from the operational
results of January - December 2004.
Payment of dividend from the operational
results of January - December 2003.
Payment of dividend from the operational
results of January - December 2002.
1. Payment of dividend from the operational
results of July-December 2001.
2. Payment of interim dividend from the
operational results of January-June 2001.
Rate of dividend (Baht per share) Date of dividend payment
The 6th of May 2005.
The 21st of May 2004.
The 23rd of May 2003.
The 24th of May 2002.
The 17th of September 2001.
Remark: The company has registered the change of ordinary share par value from 10 Baht to 1 Baht on the 11th of May 2004.
0.50 Baht per share*
4 Baht per share
3 Baht per share
2 Baht per share
1 Baht per share
48
3.2 Other compensations
In addition to meeting allowances, directors’ rewards, salary and bonus, the company provides the directors
and executives with office cars, cellular phones and other items. They are also entitled to medical treatment
welfare as per the regulation of the company as like permanent employees.
4. Dividend payment policy
The company and the subsidiaries pay out dividends to the shareholders at the approval of the Board of
Directors, dependent upon the operational results and the dividend payment ability of the company in each
year. An approval of the shareholders meeting is required with the exception of interim dividend payment for
which approval is granted by the Board of Directors.
The payment of dividends during the past four years (2001-2005) may be summarized as follows:
49
The Board of Directors realizes its roles, duties and responsibilities of good corporate governance in order
to ensure continuous and stable growth of the business through efficient and transparent management for
the confidence of all parties involved and the utmost benefit of the company and the shareholders.
Therefore, the Board of Directors has had a resolution at the 9/2005 meeting on the 17th of September 2005
approving existing and future policies concerning good corporate governance which are consistent with the
fifteen principals of corporate governance.
1. Corporate governance policy (the first principal of corporate governance)
The company is operating under the governance of the Board of Directors with the policy of transparent
and effective management with responsibility to the greatest benefits of the organization and all interested
parties in order to prevent any conflict of interests and ensure the long-term benefit of the shareholders.
The company requires compliance with the articles of association of the company, laws on securities and
Security Exchange, requirements of the Security Exchange and laws relevant to the business of the company
as well as the criteria of company with good corporate governance stipulated by the Security Exchange.
2. Shareholders: Rights, equality and shareholders meeting (the second and the fourth principals of
corporate governance)
The company realizes and respects the equality of rights of all shareholders and is seriously concerned about
the receipt of accurate and complete information by the shareholders. Shareholders may exercise their right
and safeguard their interests by giving opinions and voting at shareholders meetings as well as taking part in
important decisions including Board of Directors appointment. For the past shareholders meetings, the
company has sent letter of notifications and accompanying information to the shareholders at least seven days
in advance and arranged for publication of shareholders meeting notification in newspapers for three
consecutive days at least three business days prior to the date of meeting. The opinion of the Board of
Directors and detailed documents associated with the meeting in Thai and English shall be provided to the
shareholders prior to the meeting. The company has granted an alternative to the shareholders in 2003 in that
they may assign their authority to the three independent directors in the event where they are unable to
participate in the meeting. Shareholders may prepare a petition requesting Board of Directors to call for an
extraordinary shareholders meeting at any reasonable time as specified in regulations of the company by
stating a clear reason. Board of Directors shall call for a shareholders meeting within one month from the day
on which the letter from the shareholders is received.
CorporateGovernance
50
The Board of Directors recognizes the importance of shareholders meeting and all twelve directors shall
participate in the meeting in order that the shareholders may equally exercise their rights in expressing their
opinions and direct questions to the board of directors. Correct and complete minutes are taken for later revision
by the shareholders and relevant parties.
3. Rights of stakeholders (the third and the seventh principals of the corporate governance)
The company recognizes the importance of rights of all interested parties and treats all employees with
equality and fairness. Purchases of product and service from trading partners are completed as per the trading
conditions and agreements entered into with them. Conditions of loan agreements are observed. Further, we
are seriously concerned with the confidentiality of clients and have established a unit to specifically monitor
quality. The company has a policy of operating with responsibility to the society, relevant parties and personnel
of the organization. The company has adopted the ISO 14001 environment management system and announced
the “Environment, Hygienic Profession and Safety Policy” for use within the hospital. Employees and relevant
parties are informed of this for determinedand continuous practice.
Further, the Company has established Wejchadusit Foundation to support the research efforts of doctors
nationwide. Other notable projects include “Rak Jai Khun Hospital” under which youths are encouraged to
creatively develop measures to prevent health problems and a healthcare preventive program called “Thai
Chuay Thai”.
4. Leadership and visions (the fifth principal of corporate governance)
The Board of Directors has a role of establishing the visions of the company in conjunction with the
executives, practicing good corporate governance and assessing the performance of executives while giving
them the freedom to make decisions for the utmost benefit of shareholders as well as all interested parties.
In practice, the Board of Directors has appointed the President as the person responsible for the management
of the company and established definite roles, duties and responsibilities for the Board of Directors and the
executives.
Additionally, the company encourages directors of the company and associated companies to participate
in the Director Certificate Program (DCP) and Director Accreditation Program (DAP) of Thai Institute of
Directors Association in order that they may attain better understanding on efficient governance and use the
knowledge gained to realize the corporate governance policies. Directors having completed the Director
Certificate Program are Mr. Wallop Adhikomprapa (20th Class) and Mr. Thavatwong Thanasumitra
(27th Class).
51
Prof. Santasiri Sornmani, M.D. (43rd Class), Yingdao Krairiksh, M.D. (44th Class), Prof. Snoe Indrasukhsri,
M.D. (45th Class), Prof. Arun Pausawasdi, M.D. (45th Class), Prasert Prasartthong-osoth, M.D. (45th Class),
Pongsak Viddayakorn, M.D. (45th Class), Chuladej Yossundharakul, M.D. (45th Class), and, Chirotchana
Suchato, M.D. (45th Class).
5. Conflicts of interest (the sixth principal of corporate governance)
The Board of Directors and the executives have proceeded strictly in accordance with the criteria of the
Stock Exchange of Thailand and the Securities & Exchange Commission in order to carefully, reasonably and
independently eliminate conflicts of interest in good faith for the benefit of the company. In order to ensure
transparency and prevent personal gaining of benefits, the company has established a policy on the use of
internal information preventing directors, executives and employees (including spouses and children not of
juristic age of the said individuals) from receiving vital internal information which may affect the stock trading
price or the use of vital, undisclosed internal information for the benefit of oneself or others. Directors and
executives are responsible for the preparation and the submission of shareholding report to the Securities &
Exchange Commission. They need to report any change in the shareholding to the Secretary of Board of
Directors on the monthly basis in order that the secretary may prepare a report of such for subsequent
presentation to the Board of Directors meeting.
6. Business ethics (the seventh principal of corporate governance)
The company seriously values operational ethics, particularly that concerning clients treated at the hospitals.
Therefore, all personnel are encouraged to constantly observe the rights of patients. A code of ethical conduct
for executives and personnel is being prepared as a guideline for practice with clients and all related parties.
7. Balance of non-executive directors (the eighth and the ninth principals of corporate governance)
The Board of Directors is comprised of 12 directors; 7 of which are executive directors, 3 of which are
independent directors and 2 of which are non-executive directors. The Chairman of the Board of Directors
shall be a non-executive director and not the same person as the President of the company in order that the
Chairman may be sufficiently independent from the management and that policy and management works
are appropriately separated for balance.
8. Compensation of directors and executives (the tenth principal of corporate governance)
The company does not currently have a subcommittee to specify compensations. However, an appropriate
consideration process is in place. That is, the compensation of directors shall be approved by the shareholders
meeting and the compensation of high-level executives shall be as per the criteria and the policy specified by
the Board of Directors and dependent upon the operational results of the company and the performance of
each executive.
Director
1. Prof. Arun Pausawasdi, M.D.
2. Prasert Prasartthong-Osoth, M.D.
3. Pongsak Viddayakorn, M.D.
4. Chirotchana Suchato, M.D.
5. Chuladej Yossundharakul, M.D.
6. Yingdao Krairiksh, M.D.
7. Mr. Wallop Adhikomprapa
8. Mr. Thavatwong Thanasumitra
9. Kitipan Visudharom, M.D.
10. Prof. Snoe Indrasukhsri, M.D.
11. Prof. Santasiri Sornmani, M.D.
12. Mr. Anuchat Chaiprapa
Title
Chairman
Vice Chairman
Director
Director
Director
Director
Director
Director
Director
Independent Director
Independent Director
Independent Director
15/16
9/16
16/16
15/16
16/16
15/16
15/16
16/16
12/16
16/16
16/16
15/16
Number of participation/number of all meetings
52
9. Board of Directors meetings (the eleventh principal of corporate governance)
The company has scheduled Board of Directors meetings in advance throughout the year on every third
Saturday of the month so that all directors may be aware of the schedule and allocate the time for their
participation on every occasion. Agendas for each meeting have been prepared in advance with continued agenda
for the follow up on the duty assigned. The secretary of the Board of Directors shall deliver a letter of
invitation with agendas at least seven business days in advance in order to grant the board of directors sufficient
time to study the data prior to the meeting. The Board of Directors has held a total of 16 meetings in 2005, 12
of which were ordinary meetings and 4 of which were extraordinary meetings. Directors present for these
meetings were as follows:
10. Subcommittees (the twelfth principal of corporate governance)
The Board of Directors of the company has appointed an Audit Committee to review financial reports of
the company to ensure correctness, complete and sufficient disclosure, availability of appropriate and efficient
internal control measures, compliance with relevant regulations and laws; to screen and nominate auditors,
to prevent conflicts of interest and to perform any other duty assigned by the Board of Directors.
53
11. Internal control measures and auditing (the thirteenth principal of corporate governance)
The Board of Directors has the roles, the duties and the responsibilities stated under the managerial
structure section. An Audit Committee comprising of three members, one of whom is of accounting and
financial knowledge, is appointed by the Board of Directors.
As for internal control, the company has arranged for an accounting office to serve as the internal auditor
who would periodically inspect the operations in order to ascertain that the internal control measures of the
company are sufficient for the prevention of possible risks and to report the results of such internal audit to
the executives and the Board of Directors meeting so that improvements can be made for greater efficiency.
12. Investor relations (the fifteenth principal of corporate governance)
The Board of Directors of the company recognizes the importance of disclosure of correct and complete
information including financial reports and general information to the shareholders and investors. However,
the company has yet to establish a unit specifically responsible for the provision of information to investors.
The Vice President for Accounting and Finance was assigned to communicate with institutional investors,
shareholders, analysts and relevant governmental agencies. Investors or other interested parties may request
for information at www.bangkokhospital.com
13. Internal information usage
The company has a policy prohibiting directors, executives and employees who have learned of internal
information from using such information to their own benefits. The individuals involved are required to
proceed as follows:
• The company educates directors and executives on their duties to report the stock trading conducted by
themselves, their spouses and minor children as well as the penalties under the Securities and Exchange Act
B.E. 2535 (A.D.1992), its amendments and the stipulations of the Stock Exchange of Thailand.
• Directors and executives are responsible for the preparation and the submission of the shares held
by themselves, their spouses and minor children to the Securities & Exchange Commission as follows:
(1) Report of the security holding of the company (Form 59-1) within thirty days from the day on which
they are appointed as a director or an executive.
(2) Report of change in security holding of the company (Form 59-2) as a result of acquisition, disposition
or transferring of securities within three business days from the day of such transactions and a copy
of such shareholding report shall be submitted to the company within the same day as the day on
which such report is submitted to the Securities & Exchange Commission.
54
1. Natures of transactions
Transactions between Bangkok Dusit Medical Services Public Company Limited and related companies
or individuals are disclosed in Note 4 to the financial statements and may be classified as follows:
1.1 Trading conventional to the course of business
The company has a policy of completing transactions with associated companies as those in the normal
course of business. Such transactions shall be necessary, reasonable, supportive of the business and for the
utmost benefit of the company. The trading conditions are not different from those used in transactions with
outsiders.
1.2 Financial assistance
As of the 31st of December 2005, the company has provided financial assistance to subsidiaries as follows:
Associated company Nature of relationshipShort-term
loan
(Unit: Million Baht)
Long-termloan
0 1.20
0 1.20
TransactionswithRelatedParties
Individuals involved as joint directors and executives include:
1. Chuladej Yossundharakul, M.D.
2. Mr. Anuchat Chaiprapa
Interested individuals holding more than 5% of shares with voting right in the subsidiaries or the joint
ventures.
- None -
Subsidiaries
Bangkok Prapadang Hospital Co., Ltd. The company holds 79% of its
shares and has installed joint directors.
55
2. Method of entering into the transactions
The company has related transactions like other businesses. These transactions are necessary and reasonable
for liquidity and utmost benefit of the company.
Small related transactions with conventional trading conditions are considered and approved by the
management. Medium to large transactions with conventional and unconventional trading conditions are
considered and approved by the Board of Directors. Large transactions with unconventional trading conditions
are considered and approved by the shareholders meeting. Transactions are categorized as follows:
• Small transactions: Transactions valued Baht 1 million or below, or, 0.03% of net tangible assets or
below, whichever is greater.
• Medium transactions: Transactions valued Baht 1 million to Baht 20 million , or, 0.03% to 3% of net
tangible assets or below, whichever is greater.
• Large transactions: Transactions valued Baht 20 million or greater, or, 3% of net tangible assets or greater,
whichever is greater.
Rules and regulations of Stock Exchange of Thailand are strictly observed in the case where the transaction
in question qualifies as a related transaction by the definition of Stock Exchange of Thailand.
As a concern for investors, the company has arranged for members of the audit committee to participate in
the Board of Directors meeting in order to ensure that related transactions are fair, appropriately priced
considering and of conventional trading conditions. In the case where the Audit Committee lacks expertise in
the matter of the transaction, the company shall arrange for an expert to give opinions on the transaction in
question for further consideration by the Audit Committee and/or Board of Directors and/or shareholders
meeting, whichever the case may be. Related transactions are disclosed in notes to the financial statements
audited by the auditors.
With regard to the provision of financial assistance to subsidiaries, the current outstanding debt is only
1.20 Million Baht. The said borrowing was approved by the 2001 annual ordinary shareholders meeting allowing
provision of financial assistance to subsidiaries, subsidiaried and associated companies within a credit line of
Baht 1,500 million. United Advisory Service Co., Ltd., the financial advisor, had an opinion at that time that
such lendings to subsidiaries and relevant companies were reasonable and fair.
56
3. Policy on the future related transactions
The company’s policy on the future related transactions are as follows:
Type of transaction Outlook and policy
The company observes conventional business practices
and charges a fair market price not unlike third parties.
The company conducts business as normal, gives and/
or is given similar repayment conditions as well as
repayment duration to third parties.
The company shall minimize the number of transactions
and restrict type and amount of transactions.
• At the present, the company has no any policy to provide
financial assistance to subsidiaries and affiliates as
they are capable of securing loans on their own such as
directly from a financial institution. But the company will
negotiate for the best conditions to the group.
• Nevertheless, the company might consider granting
financial assistance if any subsidiary company is unable to
borrow directly from a financial institution.
• However, the such loan will be considered from their
repayment ability. Conditions and interest rates are more
as that of the market but not lower than the companyís
cost of funds. In addition, the transactions shall comply
with rules and regulations according to the Notification of
Stock Exchange of Thailand.
Consultation and management services fee are charged
at appropriate market price not difference to the third parties
with proper service agreements made.
General business such as treatment
and laboratory services
Transactions arising from general trading
such as accounts receivable and
accounts payable
Advance payment
Financial assistance
Consultation and management
57
1. Operating results
In 2005, the revenues from operations of the Company and Subsidiaries rose by 94.4% YoY, from Baht 5,274.2
million to Baht 10,253.8 million. Compared to 71.0% growth in 2004 and 31.6% growth in 2003. A continuous
revenue growth was attributed by the following reasons:
• The increase in the Company’s operating revenues from Baht 2,743.6 million in 2003 to Baht 3,678.2
million and 4,238.2 million in 2004-2005. They grew by 34.0% YoY and 15.3% YoY, respectively. The growth
was supported by both increases in number of patients and service charges.
• An expansion of the group which acquired more subsidiaries over the period 2003-2005. Especially a
rising stake in Samitivej from 37% in 2004 to 92.9%.in 2005, made a 276.9% hike in subsidiaries’ operating
revenues which contributed to the group, from Baht 1,596.0 million in 2004 to Baht 6,015.6 million in 2005.
As a result of the significant increase in consolidated operating revenues over the past two years, the ratio
of patient service cost to operating revenues improved from 60.3% in 2003 to 56.9%-57.9% in 2004-2005,
respectively. In addition, the administrative expenses to consolidated operating revenues ratio decreased from
26.7% in 2004 to 23.9% in 2005.
However, a substantial expansion in buildings and medical equipment expenditure of the group during
2005 resulted to the group’s depreciation expenses rose from 7.0% of operating revenues in 2003-2004 to
9.7% in 2005.
Consequently, the consolidated net profit margin fell from 11.8%-12.5% in 2004-2003 to 8.1% in 2005.
Consolidated Operating Revenues Structure 2005 2004 2003
Operating Revenues from the Company
Operating Revenues from Subsidiries
Total Operating Revenues
4,238.2
6,015.6
10,253.8
3,678.2
1,596.0
5,274.2
2,743.6
341.1
3,084.6
Explanationand analysisof operatingresultsand financialstatus
58
2. Financial Status
2.1 Total Assets
By the end of 2005, the Company and subsidiaries posted total assets of Baht 17,677.2 million, a rise of
21.1%YoY. The components were broken down into current assets of 8.1%, investment in affiliates and
subsidiaries of 7.0%, net property, plant & equipment of 78.6% and other assets of 6.3%. As compared to the
end of 2004, the proportion was composed of 11.7% current assets, 10.5% investment in affiliates and
subsidiaries, 73.7% net property, plant & equipment, and 4.1% other assets.
2.2 Capital Structure
At the end of 2005, total liabilities of the company and subsidiaries totaled Baht 9,259.7 million, representing
52.4% of total liabilities and equity. A 38.0% rise from Baht 6,710.9 million in 2004. This was due to the group’s
business expansion which led to an increase in the group’s external sources of funds together with accounts
payable and accrued expenses.
While total equity was recorded at Baht 7,889.6 million by the end of 2005, representing 44.6% of total
liabilities and equity. A slight growth of 4.8% from Baht 7,525.0 million at the end of 2004.
3. Liquidity and Leverage ratio
As of 2005, the Company and subsidiaries had a current ratio of 0.5 times, lower from 0.9 and 0.7 times at
the end of 2004 and 2003, respectively.
However, the group still maintained the capital structure with debt to equity ratio of 0.9-1.1 times at the
end of 2003-2005 despite a 38.0% increase in the group’s liabilities during 2005. Also, the group had an impressive
interest coverage ratio at 8.2 times at the end of 2005 which was still acceptable in term of loan payment ability.
59
The Board of Directors is responsible for the financial statements and has assigned the Audit Committee
to review the financial statements for the past year. It was consequently informed that the financial statements
are carefully prepared in accordance with the generally accepted accounting principles, consistency with
appropriately selected accounting policies. The appropriateness of items shown in the consolidated financial
statement was evaluated and the disclosures of information in the notes to the financial statements was found
to be sufficient.
In addition, the Board of Directors has established efficient internal control measures in order to ensure that
all accounting data are recorded completely and precisely. The assets are also kept safe from fraudulently acts or
significantly damages.
It is the opinion of the Board of Directors that our internal control measures are satisfactory and capable of
instilling the credibility in the company’s separate financial statements and the consolidated financial statements
of the company and its subsidiaries for the year 2005.
Responsibilityof the Boardof Directorsto the financialstatements
FINANCIALSTATEMENT
BANGKOK MEDICAL CENTER
62
To The Board of Directors and Shareholders of Bangkok Dusit Medical Services Public
Company Limited
I have audited the accompanying consolidated balance sheet of Bangkok Dusit Medical Services Public
Company Limited and its subsidiaries as at 31 December 2005, the related consolidated statements of earnings,
changes in shareholders' equity and cash flows for the year then ended, and the separate financial statements
of Bangkok Dusit Medical Services Public Company Limited for the same period. These financial statements
are the responsibility of the Company's management as to their correctness and the completeness of the
presentation. My responsibility is to express an opinion on these financial statements based on my audit.
The consolidated financial statements of Bangkok Dusit Medical Services Public Company Limited and its
subsidiaries, and the separate financial statements of Bangkok Dusit Medical Services Public Company Limited
as at and for the year ended 31 December 2004, which are presented herein for comparative purpose, were
audited by another auditor who, under his report dated 25 February 2005 expressed an unqualified opinion
on those financial statements.
I conducted my audit in accordance with generally accepted auditing standards. Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statements
presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the aforementioned financial statements referred to above present fairly, in all material
respects, the financial position of Bangkok Dusit Medical Services Public Company Limited and its subsidiaries
and of Bangkok Dusit Medical Services Public Company Limited as at 31 December 2005 and the results of
their operations and cash flows for the year then ended in accordance with generally accepted accounting
principles.
Ernst & Young Office LimitedBangkok : 28 February 2006
Report ofIndependentAuditor
63
BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED AND SUBSIDIARIESAS AT 31 DECEMBER 2005 AND 2004
ASSETS
528,949,910
746,600
13,966,690
550,448,224
564,414,914
2,796,804
-
160,861,479
181,678,199
1,439,447,906
20,609,107
576,079,361
55,316,980
605,177,072
-
15,392,644
13,453,639,598
438,927,180
736,653,504
206,824,771
129,135,918
16,237,756,135
17,677,204,041
4
6
7
7
7
8
5
9
11
10
7
7
12
14
13
1,038,564,334
18,469,108
15,532,417
424,041,139
439,573,556
10,390,188
-
115,401,683
86,001,127
1,708,399,996
14,941,655
988,497,808
56,241,514
486,068,333
80,258,062
37,781,643
10,283,195,833
471,427,180
287,885,450
96,122,724
87,549,909
12,889,970,111
14,598,370,107
2005Note 2004
CONSOLIDATED
100,760,368
8,018
4,481,572
221,618,147
226,099,719
18,889,273
-
70,004,964
96,889,697
512,652,039
7,440,000
5,708,672,045
55,316,980
604,953,392
1,200,951
92,999,284
4,189,714,924
438,927,180
-
41,519,126
10,907,984
11,151,651,866
11,664,303,905
749,445,142
6,240,255
5,122,091
178,065,909
183,188,000
12,149,742
130,000,000
42,365,738
41,169,488
1,164,558,365
6,000,000
4,922,796,434
56,241,514
485,844,653
18,480,951
190,883,686
2,770,342,607
471,427,180
-
44,422,368
10,518,673
8,976,958,066
10,141,516,431
2005
THE COMPANY ONLY
(Unit : Baht)
The accompanying notes are an integral part of the financial statements.
2004
CURRENT ASSETS
Cash and cash equivalents
Short - term investments
Trade accounts receivable
Related parties
Other - net
Total accounts receivable - net
Other receivable - related parties
Short-term loans to related parties
Inventories
Other current assets-net
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Restricted bank deposit
Investments in subsidiary and associated
companies accounted for under equity method
Investmets in other companies - net
Other long-term investments - net
Long-term loans to related parties
Interest receivable - related parties - net
Property, plant and equipment - net
Land not used in operation
Goodwill - net
Other intangible assets - net
Other non-current assets - net
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
BALANCESHEETS
64
LIABILITIES AND SHAREHOLDERS' EQUITY
251,535,824
104,050,012
10,000,000
16,761,728
624,151,251
640,912,979
776,491,199
115,794,481
179,908,453
12,027,493
118,867,847
364,461,803
263,505,600
2,837,555,691
-
5,994,853,745
200,957,320
183,431,233
42,867,812
6,422,110,110
9,259,665,801
15
7
7
16
17
7
9
16
17
87,875,030
-
-
5,263,302
475,510,688
480,773,990
432,599,172
80,839,331
222,826,931
9,190,716
104,460,619
310,915,632
148,901,186
1,878,382,607
-
4,463,807,004
198,467,556
159,819,890
10,483,685
4,832,578,135
6,710,960,742
2005Note 2004
CONSOLIDATED
180,000,000
-
-
7,334,691
233,106,396
240,441,087
426,450,103
37,280,269
96,024,037
16,695,585
114,231,878
134,107,274
109,534,132
1,354,764,365
2,853,715
2,165,649,834
60,807,473
183,431,233
7,199,585
2,419,941,840
3,774,706,205
-
-
-
13,714,010
192,425,549
206,139,559
270,599,345
22,859,587
75,070,461
5,468,450
102,963,874
111,938,685
171,636,647
966,676,608
2,620,547
1,439,931,599
42,913,892
159,819,890
4,523,890
1,649,809,818
2,616,486,426
2005
THE COMPANY ONLY
(Unit : Baht)
The accompanying notes are an integral part of the financial statements.
2004
CURRENT LIABILITIES
Bank overdrafts and short-term loans from
financial institutions
Short-term loans
Short-term loans from related company
Trade accounts payable
Related parties
Others
Total trade accounts payable
Current portion of long-term loans
Current portion of liabilities under
hire purchase and financial lease
Accounts payable - construction and retention
Other payable - related parties
Corporate income tax payable
Accrued expenses
Other current liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Excess for loss over cost of investment
in subsidiarycompany accounted
for under equity method
Long - term loans - net of current portion
Long - term liabilities under hire purchase
and financial lease - net of current portion
Deferred income
Other non-current liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED AND SUBSIDIARIESAS AT 31 DECEMBER 2005 AND 2004
BALANCESHEETS
65
LIABILITIES AND SHAREHOLDERS' EQUITY (Continued)
1,183,410,108
1,163,410,108
4,322,607,094
254,659,742
963,796,488
118,341,011
1,066,783,257
7,889,597,700
527,940,540
8,417,538,240
17,677,204,041
18
10
20
1,180,500,000
1,163,410,108
4,322,607,094
135,551,004
968,741,516
90,157,544
844,562,739
7,525,030,005
362,379,360
7,887,409,365
14,598,370,107
2005Note 2004
CONSOLIDATED
1,183,410,108
1,163,410,108
4,322,607,094
254,659,742
963,796,488
118,341,011
1,066,783,257
7,889,597,700
-
7,889,597,700
11,664,303,905
1,180,500,000
1,163,410,108
4,322,607,094
135,551,004
968,741,516
90,157,544
844,562,739
7,525,030,005
-
7,525,030,005
10,141,516,431
2005
THE COMPANY ONLY
(Unit : Baht)
The accompanying notes are an integral part of the financial statements.
2004
SHAREHOLDERS' EQUITY
Share capital
Registered
1,183,410,108 ordinary shares of
Baht 1 each (2004 : 1,180,500,000 ordinary
shares of Baht 1 each)
Issued and fully paid-up
1,163,410,108 ordinary shares of Baht 1 each
Premium
Premium on ordinary shares
Revaluation surplus on investments
Revaluation surplus on land and buildings
Retained earnings
Appropriated - statutory reserve
Unappropriated
TOTAL EQUITY ATTRIBUTABLE TO
COMPANY'S SHAREHOLDERS
MINORITY INTEREST - Equity attributable to
minority shareholders of subsidiaries
TOTAL SHAREHOLDERS' EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED AND SUBSIDIARIESAS AT 31 DECEMBER 2005 AND 2004
BALANCESHEETS
66
10,253,785,357
133,357,756
4,603,882
172,943,122
310,904,760
159,043,698
10,723,733,815
5,934,640,660
3,422,215,207
23,995,510
9,380,851,377
1,342,882,438
(275,631,227)
(207,989,020)
859,262,191
(27,153,152)
832,109,039
0.72
1,163,410,108
7
7
7
7
7
5,274,182,052
37,496,629
13,833,329
87,315,552
138,645,510
222,505,847
5,635,333,409
2,998,851,154
1,753,166,705
21,429,225
4,773,447,084
861,886,325
(121,656,107)
(211,974,378)
528,255,840
94,895,036
623,150,876
0.71
875,129,812
2005Note 2004
CONSOLIDATED
4,243,154,894
36,381,860
7,009,730
74,509,797
117,901,387
334,813,148
4,695,869,429
2,364,868,347
1,179,507,094
19,378,000
3,563,753,441
1,132,115,988
(105,573,847)
(194,433,102)
832,109,039
-
832,109,039
0.72
1,163,410,108
3,679,026,532
36,120,537
21,628,856
60,668,803
118,418,196
101,772,915
3,899,217,643
2,044,651,422
932,501,983
18,938,100
2,996,091,505
903,126,138
(78,441,823)
(201,533,439)
623,150,876
-
623,150,876
0.71
875,129,812
2005
THE COMPANY ONLY
(Unit : Baht)
The accompanying notes are an integral part of the financial statements.
2004
REVENUES
Revenues from hospital operations
Other income
Revenue from sales of food and beverages
Interest income
Others
Total other Income
Share of profit from investments accounted
for under equity method
TOTAL REVENUES
EXPENSES
Cost of hospital operations and others
Administrative expenses
Directors' remuneration
TOTAL EXPENSES
EARNINGS BEFORE INTEREST EXPENSE
AND INCOME TAX
INTEREST EXPENSE
CORPORATE INCOME TAX
EARNINGS BEFORE MINORITY INTEREST
MINORITY INTEREST IN NET LOSS (EARNINGS)
NET EARNINGS FOR THE YEAR
BASIC EARNINGS PER SHARE
Net earnings
Weighted average number of ordinary shares (shares)
BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED AND SUBSIDIARIESAS AT 31 DECEMBER 2005 AND 2004
STATEMENTSOFEARNINGS
67
The accompanying notes are an integral part of the financial statements.
750,000,000
-
-
-
413,410,108
-
-
-
-
-
1,163,410,108
-
-
-
-
-
-
1,163,410,108
1,567,600,000
-
-
-
-
2,755,007,094
-
-
-
-
4,322,607,094
-
-
-
-
-
-
4,322,607,094
33,110
-
135,517,894
-
-
-
-
-
-
-
135,551,004
-
119,108,738
-
-
-
-
254,659,742
59,000,000
-
-
-
-
-
-
-
-
31,157,544
90,157,544
-
-
-
-
-
28,183,467
118,341,011
547,313,803
-
-
5,255,604
-
-
623,150,876
-
(300,000,000)
(31,157,544)
844,562,739
-
-
832,109,039
-
(581,705,054)
(28,183,467)
1,066,783,257
341,057,062
-
-
-
-
-
-
21,322,298
-
-
362,379,360
-
-
-
165,561,180
-
-
527,940,540
3,725,442,175
513,558,920
135,517,894
-
413,410,108
2,755,007,094
623,150,876
21,322,298
(300,000,000)
-
7,887,409,365
(4,945,028)
119,108,738
832,109,039
165,561,180
(581,705,054)
-
8,417,538,240
Total
Issued and
paid-up
share capital
Premium on
ordinary
shares
Revaluation
surplus
on investment
460,438,200
513,558,920
-
(5,255,604)
-
-
-
-
-
-
968,741,516
(4,945,028)
-
-
-
-
-
963,796,488
Revaluation
surplus on land
and buildings
Appropriated-
statutory
reserveUnappropriated
Minority
interest
Retained earnings
CONSOLIDATED
(Unit : Baht)
Balance - as at 1 January 2004
Increase in revaluation surplus on land and buildings
Adjustment of fair value of investment
Other premium
Increase in share capital
Increase in permium on share capital
Net earnings for the year
Minority interest
Dividend paid (Note 19)
Transfer to statutory reserve
Balance - as at 31 December 2004
Transfer revaluation surplus on land and buildings
Adjustment of fair value of investment
Net earnings for the year
Minority interest
Dividend paid (Note 19)
Transfer to statutory reserve
Balance - as at 31 December 2005
750,000,000
-
-
-
413,410,108
-
-
-
-
1,163,410,108
-
-
-
-
-
1,163,410,108
1,567,600,000
-
-
-
-
2,755,007,094
-
-
-
4,322,607,094
-
-
-
-
-
4,322,607,094
33,110
-
135,517,894
-
-
-
-
-
-
135,551,004
-
119,108,738
-
-
-
254,659,742
59,000,000
-
-
-
-
-
-
31,157,544
90,157,544
-
-
-
-
28,183,467
118,341,011
547,313,803
-
-
5,255,604
-
-
623,150,876
(300,000,000)
(31,157,544)
844,562,739
-
-
832,109,039
(581,705,054)
(28,183,467)
1,066,783,257
3,384,385,113
513,558,920
135,517,894
-
413,410,108
2,755,007,094
623,150,876
(300,000,000)
-
7,525,030,005
(4,945,028)
119,108,738
832,109,039
(581,705,054)
-
7,889,597,700
460,438,200
513,558,920
-
(5,255,604)
-
-
-
-
-
968,741,516
(4,945,028)
-
-
-
-
963,796,488
Retained earnings
THE COMPANY ONLY
Balance - as at 1 January 2004
Increase in revaluation surplus on land and buildings
Adjustment of fair value of investment
Other Premium
Increase in share capital
Increase in permium on share capital
Net earnings for the year
Dividend paid (Note 19)
Transfer to statutory reserve
Balance - as at 31 December 2004
Transfer revaluation surplus on land and buildings
Adjustment of fair value of investment
Net earnings for the year
Dividend paid (Note 19)
Transfer to statutory reserve
Balance - as at 31 December 2005
BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED AND SUBSIDIARIESAS AT 31 DECEMBER 2005 AND 2004
STATEMENTSOF CHANGESIN SHARE-HOLDERS'EQUITY
TotalIssued and
paid-upshare capital
Premium on ordinary
shares
Revaluationsurplus
on investment
Revaluation surplus on land and buildings
Appropriated-statutoryreserve
Unappropriated
Cash flows from operating activities
832,109,039
992,094,118
21,706,686
(24,388,657)
(159,043,698)
27,153,152
924,534
72,487,577
9,755,095
(5,712,407)
-
1,767,085,439
(102,126,467)
7,593,384
(34,925,236)
-
(73,578,834)
(11,074,262)
91,385,510
(7,338,271)
14,407,228
(2,218,325)
42,231,908
48,000,000
32,384,127
1,771,826,201
623,150,876
366,585,398
19,899,625
(16,383,123)
(222,505,847)
-
198,041,706
38,116,757
-
3,291,277
(789,327)
1,009,407,342
(124,245,401)
-
(18,965,041)
118,439,930
41,127,408
1,316,531
94,555,012
-
48,360,161
(68,985,827)
91,866,708
46,800,000
(10,842,052)
1,228,834,771
2005 2004
CONSOLIDATED
832,109,039
275,276,151
15,915,863
(24,388,657)
(334,813,148)
-
924,534
-
3,629,851
(1,782,842)
-
766,870,791
(58,827,582)
123,260,469
(27,639,226)
-
(55,720,209)
(389,311)
34,301,528
11,227,135
11,268,004
22,168,589
(85,127,916)
48,000,000
2,675,695
792,067,967
623,150,876
199,412,714
9,696,922
(16,383,123)
(101,772,915)
-
9,388,101
-
-
1,628,682
(789,327)
724,331,930
(58,670,338)
-
(14,536,339)
34,447,128
(13,327,238)
7,919,755
113,425,672
-
47,772,102
(21,166,613)
58,988,484
46,800,000
(5,893,515)
920,091,028
2005
THE COMPANY ONLY
(Unit : Baht)
2004
Net earnings
Adjustments to reconcile net earnings to net cash
provided by (paid from) operating activities: -
Depreciation and amortisation
Bad debts and allowance for doubtful accounts
Amortisation of deferred income
Share of profit from investments accounted for
under equity method
Minority interests in net earnings for the year
Loss on impairment of fixed assets
Amortisation of goodwill
Amortisation of deferred interest
Loss (gain) on disposal of fixed assets
Unrealize gain on foreign exchange rate
Earnings from operating activities before changes
in operating assets and liabilities
Decrease (increase) in operating assets
Trade accounts receivable
Other receivable and short - term loans to related parites
Inventories
Interest receivable
Other current assets
Other non-current asset
Increase (decrease) in operating liabilities
Trade accounts payable
Other payable - related parties
Corporate income tax payable
Accrued expenses
Other current liabilities
Deferred income
Other non-current liabilities
Net cash from operating activities
68
The accompanying notes are an integral part of the financial statements.
BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED AND SUBSIDIARIESAS AT 31 DECEMBER 2005 AND 2004
STATEMENTSOFCASH FLOWS
69
The accompanying notes are an integral part of the financial statements.
Cash flows from investing activities
12,189,299
99,715,000
-
(236,570,936)
-
125,925,110
(2,728,263,072)
102,647,061
(25,115,340)
-
(2,649,472,878)
267,710,806
10,000,000
-
1,335,073,474
(107,813,839)
-
(484,012,426)
(581,705,054)
-
(71,220,708)
368,032,253
(509,614,424)
1,038,564,334
528,949,910
285,061,568
232,609,749
135,503,658
(10,851,270)
-
(69,869,795)
(333,574,521)
2,840,040
9,177,272
(1,504,158,903)
265,636,822
-
1,229,150
(1,639,571,205)
(417,277,899)
(24,535,115)
16,951,150
-
-
477,400,000
(349,684,572)
(300,000,000)
1,500,000,000
21,322,298
924,175,862
513,439,428
525,124,906
1,038,564,334
123,287,420
170,838,499
98,896,000
2005 2004
CONSOLIDATED
4,792,237
99,715,000
-
(555,489,324)
-
4,185,329
(1,546,697,309)
115,164,402
(10,971,427)
-
(1,889,301,092)
180,000,000
-
-
1,166,505,600
(31,315,588)
-
(284,936,607)
(581,705,054)
-
-
448,548,351
(648,684,774)
749,445,142
100,760,368
104,787,426
183,344,203
60,000,000
(6,045,107)
44,758,750
-
(567,294,951)
-
3,899,326
(957,538,036)
177,522,904
-
7,755,000
(1,296,942,114)
(176,349,000)
(48,660)
-
-
-
-
(302,688,319)
(300,000,000)
1,500,000,000
-
720,914,021
344,062,935
405,382,207
749,445,142
72,742,046
153,665,286
27,743,919
2005
THE COMPANY ONLY
(Unit : Baht)
2004
Decrease (increase) in short - term investments
and restricted bank deposit
Cash from dividend received
Increase in goodwill
Cash paid for purchase of investments in
subsidiary and associated companies
Cash received from sales of investment
Cash received from disposal of fixed assets
Cash paid for purchase of fixed assets
Decrease in loans to and interest receivable
from related parties
Increase in intangible assets
Decrease in account receivables from
disposal of fixed assets
Net cash used in investing activities
Cash flows from financing activities
Increase (decrease) in bank overdraft and
short-term loans from financial institutions
Increase (decrease) in short-term loans from
related parties
Decrease in subcription receivables of
subsidiary company
Increase in long-term loan
Decrease in financial lease
Increase in other long - term liabilities
Repayment of long-term liabilities
Dividend paid
Cash received from increase of share capital
Increase (decrease) in minority interests
Net cash from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental cash flows information cash paid during the year for :-
Interest expense
Corporate income tax
Non-cash items :-
Fixed assets under financial lease and
hire-purchase agreements
BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED AND SUBSIDIARIESAS AT 31 DECEMBER 2005 AND 2004
STATEMENTSOFCASH FLOWS
Note to Financial Statements
70
1. GENERAL INFORMATION
Bangkok Dusit Medical Services Public Company Limited was incorporated as a limited company under Thai laws
and registered the change of the status of the Company to a public limited company on 3 January 1994. The Company
operates in Thailand and its principal activity is hospital with the registered office being located at 2, Soi Soonvijai 7,
New Petchburi Road Bang Kapi Huaykwang, Bangkok.
2. BASIS OF CONSOLIDATION
2.1 The consolidated financial statements include the financial statements for the years ended 31 December 2005
and 2004 of Bangkok Dusit Medical Services Public Company Limited (herein after called "the Company") and its
subsidiaries (herein after called "the subsidiaries") which were incorporated in Thailand except B.D.M.S. International
Medical Services Co., Ltd. which was incorporated in Cambodia as follows :-
2004
Subsidiary companies Type of business Registered capital
Percentage of shareholding by
the Company (percent)
2004
Held by the Company
Bangkok Prapradang Hospital Co., Ltd.
National Healthcare Systems Co., Ltd.
Bio Molecular Laboratories
(Thailand) Co., Ltd.
Bangkok Rayong Hospital Co., Ltd.
New Petchburi Medical Services Co., Ltd.
Bangkok Samui Hospital Co., Ltd.
Bangkok Hatyai Hospital Co., Ltd.
Bangkok Trat Hospital Co., Ltd.
Bangkok Phuket Hospital Co., Ltd.
BNH Medical Center Co., Ltd.
Wattanavej Co., Ltd.
Bangkok Helicopter Services Co., Ltd.
B.D.M.S. International Medical
Services Co., Ltd.
Samitivej Public Co., Ltd.
Hospital
Central lab
Central lab
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
Services
Hospital
Hospital
105 million Baht
75 million Baht
10 million Baht
400 million Baht
1 million Baht
150 million Baht
500 million Baht
200 million Baht
500 million Baht
-
-
-
-
1,000 million Baht
79
74
95
81
100
100
99
63
99
-
-
-
-
93
105 million Baht
75 million Baht
10 million Baht
400 million Baht
1 million Baht
150 million Baht
500 million Baht
200 million Baht
500 million Baht
586 million Baht
180 million Baht
30 million Baht
9,200 million Baht
1,000 million Baht
2005 2005
79
74
95
81
100
100
99
63
99
88
62
100
100
93
BANGKOK DUSIT MEDICAL SERVICES PUBLIC COMPANY LIMITED AND SUBSIDIARIES
71
2005 2004
Subsidiary companies Type of business Registered capital
Percentage of shareholding by
the Company (percent)
2005 2004
Held by the Company
Irving Sheridan SE Co., Ltd.
(held by a subsidiary at 95%)
First Health Food Co., Ltd.
(held by a subsidiary at 100%)
Phuket Health And Travel Co., Ltd.
(held by a subsidiary at 100%)
Sodexho Healthcare Support Services
Thailand Ltd.
(held by a subsidiary at 74%)
Management assets
for health care business
Restaurant and
distributing health
food products
Healthcare travel
service
Restaurant and
distributing health
food products
0.1
million Baht
14
million Baht
5
million Baht
15
million Baht
0.1
million Baht
7.1
million Baht
5
million Baht
7.5
million Baht
-
-
-
-
-
-
-
-
2005 2004
Subsidiary’s total assetsas a percentage to
the consolidated total
Subsidiary’s total revenues from patient service
as a percentage to the consolidated total
2005 2004
Subsidiaries
Bangkok Prapradang Hospital Co., Ltd.
National Healthcare Systems Co., Ltd.
Bio Molecular Laboratories (Thailand) Co., Ltd.
Bangkok Rayong Hospital Co., Ltd.
New Petchburi Medical Services Co., Ltd.
Bangkok Samui Hospital Co., Ltd.
Bangkok Hatyai Hospital Co., Ltd.
Bangkok Trat Hospital Co., Ltd.
Bangkok Phuket Hospital Co., Ltd.
BNH Medical Center Co., Ltd.
Wattanavej Co., Ltd.
Bangkok Helicopter Services Co., Ltd.
B.D.M.S. International Medical Services Co., Ltd.
Samitivej Public Co., Ltd.
1.00
0.70
0.16
4.73
0.01
1.68
6.43
2.06
4.96
6.66
3.79
0.19
0.53
27.61
1.40
0.82
0.18
5.28
0.81
2.01
7.49
2.27
6.17
-
-
-
-
31.79
1.31
0.42
0.23
4.63
-
1.56
5.27
1.41
7.68
7.03
2.05
-
-
27.08
3.6
1.3
0.3
6.3
-
1.0
8.5
2.4
7.0
-
-
-
-
-
2.2 Percentage of total assets and revenues of the subsidiary company to the consolidated financial statements
The percentage of total assets and revenues of the subsidiary company for the years ended 31 December 2005 and
2004 to the consolidated financial statements are as follow :-
72
2.3 Intercompany balances and significant intercompany transactions between the Company and its subsidiaries are
eliminated from the consolidated financial statements.
2.4 The differences between cost of investments over/under the fair value of identifiable assets and liabilities of the
subsidiary company to the extent of the Company's portion on acquisition date are shown under the caption of
"Goodwill/negative goodwill" in the consolidated balance sheets and subject to amortisation over the period of 10 - 20 years.
2.5 Results of operations of the subsidiary companies have been included in the consolidated financial statements
from their effective dates of acquisition of the investment.
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements have been prepared in accordance with accounting standards enunciated under under the
Accounting Profession Act B.E. 2547.
3.1 Revenue and expense recognition
Revenues from hospital operations, mainly consisting of medical fees, hospital room sales, and medicine sales, are
recognized as income when services have been rendered or medicine delivered.
Revenue from sales of food and beverages are recognised when food and beverages have been delivered.
Interest income, other income and expenses are recognized on an accrual basis.
3.2 Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and at financial institutions with an original maturity of three
months or less and are free from restrictions.
3.3 Trade accounts receivable and allowance for doubtful accounts
Trade accounts receivable are stated at the net realizable value. Allowance for doubtful accounts is provided to cover
the estimated losses that may incur in collection. The adequacy of the allowance is reviewed and evaluated in relation
to the collection experience, age of debt and payment ability. Debt will be written off when considered uncollectible.
3.4 Inventories
Inventories are valued at lower of cost (weighted average basis) and net realisable value. Net realizable value is the
estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.
3.5 Investments
Investments in subsidiary companies (in the Company's financial statements) and associated companies are stated
under the equity method
73
Other investments in non-marketable securities which the Company regards as other investment are stated at
cost. Allowance for impairment loss will be made when the net realizable value is lower than the cost of investments.
Investment in available for sales securities is determined at fair value, which is based on the latest bid price quoted
on the Stock Exchange of Thailand on the last working day of the year. Change in the value of the available for sales
securities is shown as a separate item in shareholder's equity as revaluation surplus on investments until securities are
sold, the change will be included in determining earnings.
3.6 Property, plant and equipment and depreciation
Land is stated at cost or revalued amount. Plant and equipment are stated at cost or revalued amount less
accumulated depreciation and provision for impairment. Depreciation of plant and equipment is calculated by reference
to their cost or revalued amount on a straight-line basis over the estimated useful lives of each item of property plant
equipment, except assets of the Company which were acquired before 1988 are depreciated on a declining balance
method.
The estimated useful lives of assets are as follows :-
Building, structures and building improvements
Medical tools and equipment, furniture and office equipment
Vehicles
No depreciation is provided on land and fixed assets under construction and installation.
Revalued assets
The Company and the subsidiary companies initially recorded land and buildings at cost on acquisition dates.
Land and buildings are subsequently revalued by independent professional valuer, to their fair values. Revaluations
are made with sufficient regularity to ensure that their carrying amounts do not differ materially from their fair value
at the balance sheet date.
The Company and subsidiary companies records the differences incurred from revaluation as follows :-
• When an asset's carrying amount is increased as a result of a revaluation, the increase should be credited directly
to equity under the heading of "Surplus on revaluation of land and buildings". However, a revaluation increase should
be recognised as income to the extent that it reverses a revaluation decrease of the same asset previously recognised
as an expense.
• When an asset's carrying amount is decreased as a result of a revaluation, the decrease should be recognised as an
expense in the earnings statement. However, a revaluation decrease should be charged directly against any related
"Surplus on revaluation of land and buildings" to the extent that the decrease does not exceed the amount held in the
revaluation surplus in respect of that same asset and the excess is recognised an expense in the earnings statement.
5 - 50 years
3 - 10 years
5 - 8 years
74
During the year 2005, a subsidiary company used accounting policy related to the recording of the revaluation
surplus on land and building, by being transferred through the earnings statements, as pemitted under the Institute of
Certified Accountants and Auditors of Thailand ("ICAAT")'s announcement No. 006/2544-2546.
Nevertheless, the ICAAT announcement is effective until 2006 and the subsidiary will again have to comply with
Accounting Standard No. 32 which requires such revaluation surplus to be transferred directly to retained earnings as
from 1 January 2007. The subsidiary has to retroactively restate all presented comparative figures when it changes its
accounting policy.
3.7 Hire-purchase and financial lease agreements
The Company and its subsidiary companies record medical tools and vehicles under hire-purchase and financial
lease agreements as assets and liabilities in the balance sheet at amount equal to the fair value of such assets at the inception
of the agreements or, if lower, at the present value of the minimum payments. In calculating the present value of the
minimum payments, the discount factor used is the interest rate implicit in the agreements. The interest charge is
recorded over the contract period based on the remaining balance of the liabilities for each period.
3.8 Other intangible assets and amortization
Other intangible assets, mainly leasehold right and computer software, are stated at cost less accumulated amortisation
and provision for impairment. The Company and the subsidiary companies amortise intangible assets on a straight-line
method over the period of 5 - 10 years or based on the period in the agreement and the amortisation is included in the
earnings statement.
3.9 Operating lease
Lease of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified
as operating leases. Payments made under operating leases are recognized as expenses in the statements of earnings
over the period of the lease.
3.10 Impairment of assets
The Company and its subsidiary companies review the impairment of assets whenever events indicate that carrying
value of an asset exceeds its recoverable amount or fair value (the higher of an assets net selling price or value in use).
The review is made for individual assets or for the cash generating unit, as the case may be.
The Company and its subsidiary companies recognises an impairment loss in the statements of earnings whenever
the book value of an asset exceeds its recoverable amount. The Company and its subsidiary companies will reverse
the impairment loss whenever there is any indication that an impairment loss recognized may no longer exist or may
have decreased.
3.11 Deferred income
Deferred income represents payments from Life Privilege holders and is amortized over 10 years.
75
3.12 Foreign currencies
Transactions in foreign currencies incurred during the year are translated into Baht at the rates ruling on the
transaction dates. Monetary assets and liabilities denominated in foreign currency outstanding at the balance sheet
date are translated into Baht at the rates ruling on the balance sheet date. Exchange gains and losses are included in
determining earnings.
3.13 Financial instruments
Financial instruments presented in the balance sheets consist of cash and cash at bank, short-term investments,
accounts receivable, accounts payable, loans and borrowings. The accounting policy is separately disclosed in the
related notes.
The Company and its subsidiary companies have no policy to engage in any off balance sheet derivative financial
instruments for speculative or trading purpose.
3.14 Corporate income tax
Corporate income tax has been calculated on the earnings before income tax, after adding back certain provisions
for expenses which are disallowable for tax computation purposes, deducting accumulated tax loss brought forward
from previous year (if any) and excluding share of profit (loss) from investments accounted for under equity method
and dividend received from subsidiaries.
3.15 Earnings per share
Earnings per share as presented in the statements of earnings is the basic earnings per share which is determined by
dividing the net earnings for the year by the weighted average number of ordinary shares in issue during the year.
3.16 Use of accounting estimates
Preparation of financial statements in conformity with generally accepted accounting principles requires management
to make estimates for certain accounting transactions, affecting amounts reported in the financial statements and notes
thereto. Subsequent actual results may differ from these estimates.
4. CASH AND CASH EQUIVALENTS
Cash and cash equivalents for the years ended 31 December 2005 and 2004, consist of the following :
The Company only
2005 2004
Consolidated
2005 2004
Cash and deposit at banks
Fixed deposit
Less : Fixed deposits more than 3 months and
restricted bank deposit
Cash and cash equivalents
449,604,359
100,701,257
550,305,616
(21,355,706)
528,949,910
1,070,504,016
1,471,081
1,071,975,097
(33,410,763)
1,038,564,334
108,208,386
-
108,208,386
(7,448,018)
100,760,368
760,214,316
1,471,081
761,685,397
(12,240,255)
749,445,142
(Unit : Baht)
5. RESTRICTED BANK DEPOSIT
As at 31 December 2005, the Company and its subsidiaries had placed their fixed deposits at bank over 3 months
and savings account of Baht 20.6 million and the Company only of Baht 7.4 million (2004 : Baht 14.9 million and the
Company only of Baht 6.0 million respectively) as a collateral against bank guarantees as discussed in Note 25 to the
financial statements.
6. TRADE ACCOUNTS RECEIVABLE
As at 31 December 2005 and 2004, the aging analysis of the outstanding trade accounts receivable is as follows :-
76
The Company Only
2005 2004
Consolidated
2005 2004
Related parties
• Less than 3 months
• 3 - 6 months
• 6 - 12 months
• over 12 months
Total accounts receivable - related parties
Others
• Less than 3 months
• 3 - 6 months
• 6 - 12 months
• over 12 months
Total accounts receivable - others
Less : Allowance for doubtful accounts
Total trade accounts receivable
Total trade accounts receivable -net
13,288
57
231
391
13,967
521,675
31,969
14,443
16,721
584,808
(34,360)
550,448
564,415
13,815
1,516
185
16
15,532
376,421
36,036
20,112
26,490
459,059
(35,017)
424,042
439,574
4,284
115
83
-
4,482
212,850
13,504
7,291
8,897
242,542
(20,924)
221,618
226,100
4,838
218
50
16
5,122
155,127
15,109
9,454
19,300
198,990
(20,924)
178,066
183,188
(Unit : Thousand Baht)
7. RELATED PARTY TRANSACTIONS
During the years, the Company had significant business transactions with its subsidiaries (eliminated from the
consolidated financial statements) and with its related companies (related by way of shareholding, common shareholders
and/or common directors). Such transactions which mainly consisted of revenue from hospital, loans, administration
and purchase of fixed assets have been concluded on the terms and basis agreed between the Company and those
companies, with the pricing policies as follow : -
77
The significant intercompany transactions are as follows :-
The Company Only
2005 2004
Consolidated
2005 2004
Transactions with subsidiaries
(eliminated from the consolidated financial statements)
Patient services income and lab services
Consulting and management fees income
Interest income
Gain on sales of fixed assets
Dividend income
Other income
Service cost
Other expenses
Purchase of investments in common shares
Purchase of medical instruments
Purchase of building and structure
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,907,174
5,546,578
4,539,411
395,665
-
26,855,260
117,118,326
3,603,631
-
38,200,000
127,000,000
796,718
5,962,435
7,110,840
716,912
2,073,750
9,621,174
119,231,317
2,802,798
1,843,292,244
-
-
(Unit : Baht)
Transaction
Revenue from hospital operation
Revenue from lab analysis service
Revenue from consulting and management
Interest rate charge of inter-company loan
Sales and purchase of fixed assets
Pricing and lending policy
Prices are based on the price charged to normal customers
Prices are based on the price charged to normal customers
Agreed prices and in accordance with normal course of business
Interest rate is close to rate charged by bank to normal customer
Agreed prices and in accordance with normal course of business
78
The outstanding balances of the above transactions have been separately shown in the balance sheets,
as follows :-
The Company Only
2005 2004
Consolidated
2005 2004
Trade accounts receivable - related parties
Subsidiary companies
Associated companies
Related companies
Total trade accounts receivable - related parties
Other receivable - related parties
Consulting and management fee receivable
Subsidiary companies
Associated companies
Total
-
5,775
8,192
13,967
-
-
-
-
10,328
5,204
15,532
-
8,395
8,395
1,369
2,056
1,057
4,482
15,760
-
15,760
523
809
3,790
5,122
330
8,395
8,725
(Unit : Thousand Baht)
The Company Only
2005 2004
Consolidated
2005 2004
Transactions with associated companies
Patient services income and lab services
Consulting and management fees income
Interest income
Dividend income
Other income
Service cost
Interest expense
Other expenses
Dividend payment
Purchase of investments in common shares
Transactions with related parties
Patient services income and lab services
Interest expense
Other expenses
Dividend payment
12,563,019
6,643,266
203,099
99,715,000
4,908,963
18,759,264
-
220,216
17,632,362
134,958,100
7,088,331
-
4,162,000
5,642,962
82,131,482
35,697,244
12,276,397
42,688,768
7,821,598
40,222,240
545,955
11,680,762
11,395,260
49,505,060
9,179,673
450,000
42,295
32,796,900
5,756,022
1,818,854
203,099
99,715,000
4,370,061
17,229,408
-
4,440
17,632,362
134,958,100
7,073,031
-
4,162,000
5,642,962
3,462,348
7,690,261
11,646,617
42,685,000
3,370,519
33,176,320
-
1,843,658
11,395,260
49,505,060
9,179,673
450,000
42,295
32,796,900
(Unit : Baht)
79
The Company Only
2005 2004
Consolidated
2005 2004
Other
Subsidiary companies
Associated companies
Total
Total other receivable - related parties
Short-term loans to related parties
Subsidiary companies
New Petchburi Medical Services Co., Ltd.
Bangkok Prapradang Hospital Co., Ltd.
Total short-term loans to related parties
-
2,797
2,797
2,797
-
-
-
-
1,995
1,995
10,390
-
-
-
2,977
152
3,129
18,889
-
-
-
1,784
1,641
3,425
12,150
115,000
15,000
130,000
(Unit : Thousand Baht)
The Company Only
2005 2004
Consolidated
2005 2004
Long-term loans to related parties
Subsidiary company
Bangkok Prapradang Hospital Co., Ltd.
Associated company
Bangkok Pattaya Hospital Co., Ltd.
Total long-term loans to related parties
Interest receivable - related parties
Subsidiary companies
Associated companies
Total interest receivable - related parties
Short-term loans from related party
Associated company
The Medic Pharma Co., Ltd.
Total short-term loans from related party
Trade accounts payable - related parties
Subsidiary companies
Associated companies
Related companies
Total trade accounts payable - related parties
-
-
-
-
15,393
15,393
10,000
10,000
-
16,098
664
16,762
-
80,258
80,258
-
37,782
37,782
-
-
-
5,023
240
5,263
1,201
-
1,201
77,606
15,393
92,999
-
-
4,582
2,753
-
7,335
1,201
17,280
18,481
157,607
33,277
190,884
-
-
10,949
2,525
240
13,714
(Unit : Thousand Baht)
80
Decrease 31 December 2005
The Company Only
31 December 2004 Increase
Short-term loan to related parties
Subsidiary companies
New Petchaburi Medical Services Co., Ltd.
Bangkok Prapadang Hospital Co., Ltd.
Long-term loan to related parties
Subsidiary company
Bangkok Prapadang Hospital Co., Ltd.
Associated company
Bangkok Pattaya Hospital Co., Ltd.
115,000
15,000
130,000
1,201
17,280
18,481
-
-
-
-
-
-
115,000
15,000
130,000
-
17,280
17,280
-
-
-
1,201
-
1,201
(Unit : Thousand Baht)
The Company Only
2005 2004
Consolidated
2005 2004
Other payable - related parties
Subsidiary companies
Associated companies
Related companies
Related persons
Total other payable - related parties
-
3,879
3,358
4,790
12,027
-
-
4,401
4,790
9,191
11,906
-
-
4,790
16,696
378
100
200
4,790
5,468
(Unit : Thousand Baht)
Decrease 31 December 2005
Consolidated
31 December 2004 Increase
Long-term loan to related parties
Associated company
Bangkok Pattaya Hospital
Short-term loans from related party
Associated company
The Medic Pharma Co., Ltd.
80,258
80,258
-
-
-
-
10,000
10,000
80,258
80,258
-
-
-
-
10,000
10,000
(Unit : Thousand Baht)
Movement of loans to and loans from related parties during the year are summarized as follow:-
81
The Company charges interest on loans to subsidiary and associated companies at the interest rate actually paid
by the Company plus 0.25-0.50% per annum, MLR+1-2% per annum, MLR-1% per annum, and fixed rate of 4%,
4.25%, 4.5%, 5% and 7% per annum.
Bangkok Phuket Hospital Co., Ltd. has an interest payable to the Company totalling Baht 4 million which it will
repay in two equal installments, in December 2009 and December 2010.
Bangkok Phuket Hospital Co., Ltd. has mortgaged its land, building and construction to be erected in the future as
collateral security against the loan.
As at 31 December 2005, the Company had long overdue loan interest receivable from Bangkok Hatyai Hospital
Co., Ltd. of Baht 83.19 million (2004 : Baht 83.19 million). The Company has provided allowance for doubtful accounts
of Baht 9.58 million (2004 : Baht 9.58 million). The management believes that the allowance for doubtful accounts
will be sufficient in respect of these loans because the Company expects that the outstanding balance will be collected
and the subsidiary has pledged its land as collateral for the loan.
Management Agreement
The Company
The Company has entered into the Hospital Managing Employment Agreement with B.N.H. Medical Centre
Limited, a subsidiary company, for a period of five years. The agreement is renewable. Remuneration rates for the
1st - 5th years are 2.5% - 5% gross margin before interest expense, income tax, depreciation, and amortization of
deferred expense per annum, and these rates rise to 8% per annum from the 6th year onward.
The employer requests to suspend the management remuneration of the 1st - 5th years until the 6th year.
The Subsidiary
The subsidiary company has entered into a Hospital Managing Employment Agreement with an associated company
for a period of ten years and is entitled to renew this agreement. The subsidiary company shall receive remuneration
at the certain percentage of total operation result as stated in the agreement. The payment shall be made on a monthly
basis, starting in September 2002.
Long Term Agreement
The Subsidiary
On 5 June 2003, the subsidiary company entered into the 3-year land lease agreement with another subsidiary
company for building construction. That subsidiary company has to pay a monthly rental fee at Baht 100,000,
commencing from 1 January 2004.
In 2005, the subsidiary company entered into the 3-year building rental agreement with another subsidiary
company for the hospital operation. That subsidiary company has to pay a monthly rental fee Baht 1,000,000,
commencing from May 2005.
82
The Company Only
2005 2004
Consolidated
2005 2004
Drugs and supplies
Medical supplies and others
Reagent
Total
134,225,375
17,683,268
8,952,836
160,861,479
98,700,041
8,930,075
7,771,567
115,401,683
55,121,268
14,883,696
-
70,004,964
35,388,089
6,977,649
-
42,365,738
(Unit : Baht)
8. INVENTORIES
As at 31 December 2005 and 2004, inventories consisted of :-
9. INVESTMENTS IN SUBSIDIARY AND ASSOCIATED COMPANIES ACCOUNTED FOR UNDER EQUITY METHOD / EXCESS OF LOSS OVER COST OF INVESTMENT IN SUBSIDIARY COMPANY ACCOUNTED FOR UNDER EQUITY METHOD
Equity Method
2004200520042005 2004200520042005
Company name Type of businessPaid-up Capital % Shareholding Investments Dividends
Cost Method
Associated companies
Associated companies held by
the Company
Bangkok Pattaya Hospital Co., Ltd.
Wattanavej Co.,Ltd.
The Medic Pharma Co., Ltd.
BNH Medical Center Co., Ltd.
Cool & Joy Co., Ltd.
S.R. Property Investment Co., Ltd.
Total investments in associated
companies held by the Company
Accociated companies held by the
subsidiary company
Samitivej Sriracha Co., Ltd. (Formerly
known as "Ruampat Sriracha Co., Ltd.")
Sodexho Support Services (Thailand) Ltd.
Total investments in associated
companies of the subsidiary company
Total investments in associated companies
accounted for under equity method in
consolidated financial statement
Hospital
Hospital
Pharmaceutical
Hospital
Production of Television and Radio Program
Real estate
280 million Baht
120 million Baht
21.4 million Baht
586 million Baht
5 million Baht
20 million Riel
49.00
-
49.00
-
30.00
49.00
49.00
48.00
49.00
48.45
30.00
-
223,489
-
52,500
-
1,500
101
277,590
223,489
132,480
52,500
284,000
1,500
-
693,969
432,908
-
69,413
-
567
101
502,989
396,939
175,032
66,931
291,743
566
-
931,211
96,040
-
3,675
-
-
-
99,715
34,300
5,760
2,625
-
-
-
42,685
(Unit : Thousand Baht)
Hospital
Management service
188 million Baht
5 million Baht
30.00
26.00
30.00
26.00
56,253
1,300
57,553
335,143
56,253
1,300
57,553
751,522
72,091
999
73,090
576,079
55,999
1,288
57,287
988,498
-
-
-
-
-
-
83
Subsidiary companies
Bangkok Prapadang Hospital Co., Ltd.
National Healthcare Systems Co., Ltd.
Bio Molecular Laboratories
(Thailand) Co., Ltd.
Bangkok Rayong Hospital Co., Ltd.
New Petchburi Medical Services Co., Ltd.
Bangkok Hatyai Hospital Co., Ltd.
Bangkok Trat Hospital Co., Ltd.
Bangkok Samui Hospital Co., Ltd.
Bangkok Phuket Hospital Co., Ltd.
Samitivej Public Co., Ltd.
BNH Medical Center Co., Ltd.
Wattanavej Co., Ltd.
Bangkok Helicopter Services Co., Ltd.
B.D.M.S. International Medical
Services Co., Ltd.
Total investments in
subsidiary companies
Total investments in subsidiary and
associated companies accounted
for under equity method in the
Company's financial statement
Presented as :
Investments in subsidiary and
associated companies accounted
for under equity method
Excess of loss over cost of
investment in subsidiary company
accounted for under equity method
Hospital
Central Lab
Central Lab
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
Hospital
105 million Baht
75 million Baht
10 million Baht
400 million Baht
1 million Baht
500 million Baht
200 million Baht
150 million Baht
500 million Baht
1,000 million Baht
586 million Baht
180 million Baht
30 million Baht
9,200 million Riel
79.00
74.02
95.00
81.00
100.00
98.53
63.35
100.00
99.47
92.92
87.57
61.99
100.00
100.00
79.00
74.02
95.00
81.00
100.00
98.53
63.35
100.00
99.47
92.92
-
-
-
-
96,775
56,768
9,502
323,288
999
572,465
122,897
150,000
607,014
1,453,948
576,325
267,438
33,843
94,208
4,365,470
4,643,060
96,775
56,768
9,502
323,288
999
572,465
122,897
150,000
607,014
1,453,948
-
-
-
-
3,393,656
4,087,625
112,415
81,992
19,807
355,654
(2,853)
750,749
125,528
133,369
562,088
2,008,568
588,789
338,669
33,847
94,208
5,202,830
5,705,819
5,708,672
(2,853)
5,705,819
128,565
75,327
15,761
328,629
(2,620)
717,930
125,434
133,055
517,583
1,949,301
-
-
-
-
3,988,965
4,920,176
4,922,796
(2,620)
4,920,176
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
99,715
2,074
-
-
-
-
-
-
-
-
-
-
-
-
-
2,074
44,759
(Unit : Thousand Baht)
As at 31 December 2005 and 2004, accumulated share of loss of New Petchaburi Medical Services Co., Ltd. exceeded
the cost of investment. The Company therefore recorded such excess as liabilities under the caption of "Excess of loss
over cost of investment in subsidiary company accounted for under equity method" in other non-current liabilities in
the balance sheets.
The calculation of investment under the equity method as at 31 December 2005 and share of profit from investment
in some associated companies for the year ended 31 December 2005 of Baht 7 million, or equivalent to 0.8 percent of
net earnings for the period, was based on financial statements prepared by the associated companies and have not yet
been audited by their auditors.
Equity Method
2004200520042005 2004200520042005
Company nameType of business
Paid-up Capital % Shareholding Investments Dividends
Cost Method
84
Investments in associated companies which change the status to be subsidiary companies
In April 2005, the Company purchased additional investments of 7.62 million shares at Baht 12.25 per share totally
Baht 93.35 million in BNH Medical Center Co., Ltd. from the former shareholders. As a result, the Company increases
the percentage of share holding in that Company from 48.45 percent to 61.45 percent and that company changes the
status from an associated company to be a subsidiary company.
In June 2005, the Company purchased additional investment in BNH Medical Center Co., Ltd. from former
shareholders of 15.3 million shares at Baht 13 per share totally Baht 198.98 million and the percentage of shareholding
increases to 87.57 percent.
In June 2005, the Company purchased additional investment from the former shareholders of Wattanavej Co., Ltd.
of 5.40 million shares at Baht 25 per share totally Baht 135 million. As a result the Company increases the percentage
of share holding in that company from 48 percent to 61.99 percent and that company changes the status from an
associated company to be a subsidiary company.
New investments
In June 2005, the Company purchased all shares of Bangkok Helicopter Services Co., Ltd. (formerly known as
Thai Cougar Helicopter and Petrolium Services Co., Ltd.) which consist of 0.75 million shares at Baht 7.63 per share
totally Baht 5.7 million. Subsequently, the subsidiary has increases its share capital from Baht 7.5 million (consist of
750,000 ordinary shares as at Baht 10 per share, paid up Baht 2.5 per share) to Baht 30 million which the Company
subscribed all of the shares.
In December 2005, the Company invested in S.R. Property Investment Co., Ltd. which was registered under the law
of Combodia of RIEL 20 million total investment was RIEL 9.8 million or Baht 0.1 million and the percentage of
holding is 49 percent.
In December 2005, the Company invested in of B.D.M.S. International Medical Services Co., Ltd. which was
registered under the law of Cambodia of RIEL 9,200 million or approximately Baht 94 million and the percentage of
holding is 100 percent.
Capital increase of a subsidiary company which is held by a subsidiary company
During the second quarter of 2005, First Health Food Company Limited, a subsidiary company of Samitivej Public
Co., Ltd., increased its registered capital by issuing additional ordinary shares totaling 690,000 shares with par value of
Baht 10 and offered all shares to the existing shareholders. Therefore, the registered capital increased from Baht
7,100,000 to Baht 14,000,000 and the subsidiary company had already paid the subscription for share capital increase
of subsidiary company in the year 2005.
During the second quarter of 2005, Sodexho Healthcare Support Services (Thailand) Limited, a subsidiary company
of First Health Food Company Limited, increased its registered capital by issuing additional ordinary shares totaling
75,000 shares with par value of Baht 100 and offered to the existing shareholders in proportion to the shares held by
them, called for the payment of Baht 100 per share. Therefore the registered capital
85
20042005
Company name Type or business Paid-up capital(Million Baht)
% shareholding
Investment(cost)
Other companies held by the Company
Investments in marketable securities
Ramkhamhaeng Hospital Public Co., Ltd.
Thai Military Bank Public Co., Ltd.
Krungdhon Hospital Public Co., Ltd.
Eakchon Hospital Public Co., Ltd.
Add : Revaluation surplus on investments
Investments in marketable securities
Investments in other companies
X-Ray Computer Urupong Co., Ltd.
Computer Center Co., Ltd.
Phyathai X-ray Co., Ltd.
Winstore Co., Ltd.
Thai Longstay Management Co., Ltd.
Truste Allergy Co., Ltd.
Less : Allowance for impairment of investments
Investments in other companies-net
Other long-term investments - net
(in the Company's financial statement)
Other company held by the subsidiary company
Thai Herbal Products Co., Ltd.
Less : Allowance for impairment of investments
Investment in other companies - net
Other long-term investment - net (Consolidated)
Hospital
Bank
Hospital
Hospital
X-ray lab
Rental of medical
instrument
Retail and wholesale
Travel business
Sales of herbal
products
120
133,143
150
125
80
-
130
142
25
-
80
19
-
0.13
0.2
5.11
-
-
0.36
2.12
-
0.6
342,915
1,770
208
350
345,243
254,659
599,902
4,520
25
3
226
531
-
5,305
(254)
5,051
604,953
290
(66)
224
605,177
342,915
1,770
208
350
345,243
135,550
480,793
4,520
25
3
226
531
1,249
6,554
(1,503)
5,051
485,844
290
(66)
224
486,068
(Unit : Thousand Baht)
increased from 75,000 shares to 150,000 shares with par value of Baht 100 totaling Baht 15,000,000. First Health Food
Company Limited subscribed the capital increase in according to the entitlement of shares of 55,497 shares with par
value of Baht 100 totaling Baht 5,549,700 so after the capital increase, First Health Food Company Limited had 110,994
ordinary shares with par value of Baht 100 totaling Baht 11,099,400, representing 73.996 percent of share capital of
that company.
10. OTHER LONG-TERM INVESTMENTS
(Unit : Thousand Baht)
86
20042005
Company nameDividendreceived
Related companies
Udon Pattana (1994) Co.,Ltd.
Bangkok Airways Co., Ltd
Total
Less : Allowance for impairment
of investments
Total other investment
-
-
-
-
-
-
7,762
7,762
-
7,762
20042005
Type ofbusiness
Paid upshare capital
% shareholding
Investment underCost method
Hospital
Airline
300,000
440,000
10.00
3.27
31,650
36,000
67,650
(12,333)
55,317
31,650
36,000
67,650
(11,408)
56,242
(Unit : Thousand Baht)
11. OTHER INVESTMENTS
12. PROPERTY, PLANT AND EQUIPMENT
Building underconstruction and
medical toolsand equipment
under installation
Total
Cost/reappraised value
31 December 2004
Increase from investments
in subsidiary
Purchase
Transfer in
Transfer out
Disposals
31 December 2005
Accumulated depreciation
31 December 2004
Increase from investments
in subsidiary
Depreciation for the year
Disposals
31 December 2005
Net book value
31 December 2004
31 December 2005
Depreciation charged (included in statement of earnings) for the year
2004
2005
14,509,859,776
2,121,555,765
2,881,285,197
1,239,759,541
(1,236,856,366)
(235,413,021)
19,280,190,892
4,226,663,943
762,556,788
952,530,880
(115,200,317)
5,826,551,294
10,283,195,833
13,453,639,598
354,884,462
952,530,880
Land and improvement
Building and structure
Medical tools and equipment
Vehicles
Consolidated
Assets which are stated at cost or reappraised value Assets which are stated at cost
2,672,876,435
122,743,480
49,140,000
32,500,000
-
-
2,877,259,915
15,221,439
-
-
-
15,221,439
2,657,654,996
2,862,038,476
6,127,951,256
1,271,910,461
89,304,535
1,027,477,432
(749,035)
(124,047,617)
8,391,847,032
1,502,611,943
376,470,126
389,555,292
(1,652,117)
2,266,985,244
4,625,339,313
6,124,861,788
4,480,528,420
561,830,642
628,746,218
176,334,905
(23,710,801)
(107,994,308)
5,715,735,076
2,618,230,347
376,460,448
528,558,116
(110,491,261)
3,412,757,650
1,862,298,073
2,302,977,426
183,632,131
18,037,396
61,721,001
3,447,204
-
(3,371,096)
263,466,636
90,600,214
9,626,214
34,417,472
(3,056,939)
131,586,961
93,031,917
131,879,675
1,044,871,534
147,033,786
2,052,373,443
-
(1,212,396,530)
-
2,031,882,233
-
-
-
-
-
1,044,871,534
2,031,882,233
(Unit : Baht)
87
The cumulative capitalized interest on loans recorded as part of the cost of the building amounted to approximately
Baht 87.48 million for the Company and Baht 436.12 million for the subsidiary companies.
In 1999, the Company and some subsidiary companies engaged an independent professional appraiser to appraise
all of the Company's and the subsidiary companies' land (including the land not used in operations) with carrying
cost value of approximately Baht 210 million and Baht 80 million, respectively. Based on the appraisal reports dated
July 14, 1999 and July 15, 1999, respectively, the Market Approach Method was applied to the revaluation, reflecting
the fair market value of the revalued land of approximately Baht 637 million and Baht 93 million, respectively, which
was higher than the cost by approximately Baht 427 million and Baht 13 million, respectively. The Company and the
subsidiary companies recorded the difference between the historical cost and appraisal value as "Revaluation surplus
of land" under shareholders' equity in the balance sheets.
Building underconstruction and
medical toolsand equipment
under installationTotal
Cost/reappraised value
31 December 2004
Purchase
Transfer in
Transfer out
Disposals
31 December 2005
Accumulated depreciation
31 December 2004
Depreciation for the year
Disposals
31 December 2005
Net book value
31 December 2004
31 December 2005
Depreciation charged (included in statement of earnings) for the year
2004
2005
3,978,626,843
1,661,665,804
503,338,066
(481,809,495)
(10,282,756)
5,651,538,462
1,208,284,236
261,379,507
(7,840,205)
1,461,823,538
2,770,342,607
4,189,714,924
192,635,057
261,379,507
Land and improvement
Building and structure
Medical tools and equipment
Vehicles
Consolidated
Assets which are stated at cost or reappraised value Assets which are stated at cost
478,575,242
48,975,000
32,500,000
-
-
560,050,242
-
-
-
-
478,575,242
560,050,242
1,251,733,221
6,970,051
303,496,584
-
-
1,562,199,856
294,783,102
55,350,923
-
350,134,025
956,950,119
1,212,065,831
1,585,802,964
284,920,678
136,926,444
(11,009,837)
(7,498,229)
1,989,142,020
859,098,175
186,595,257
(5,359,683)
1,040,333,749
726,704,789
948,808,271
102,846,624
48,385,587
-
-
(2,784,527)
148,447,684
54,402,959
19,433,327
(2,480,522)
71,355,764
48,443,665
77,091,920
559,668,792
1,272,414,488
-
(440,384,620)
-
1,391,698,660
-
-
-
-
559,668,792
1,391,698,660
(Unit : Baht)
88
In 2004, 3 subsidiaries engaged an independent professional appraiser to appraise all of their land and buildings.
Based on the appraisal reports dated December 15, 2004 and December 16, 2004, the Cost Approach Method was
applied to the revaluation, reflecting the fair values of the revalued land and buildings of approximately totaling Baht
1,972.02 million and Baht 2,699.04 million, respectively, which were higher than the former revalued cost by approximately
Baht 1,085.32 million and Baht 498.68 million, respectively. The Subsidiaries recorded the total revaluation surplus of
Baht 1,584 million as "Revaluation surplus on land and buildings" in shareholders' equity in the balance sheets of Baht
1,544.49 million and reversed the loss on valuation of and of a Subsidiary of Baht 228.05 million and recorded loss on
revaluation of land in another subsidiary of Baht 188.54 million.
Based on the appraisal of land and buildings of such Subsidiaries, the Company recognized the surplus on revaluation
of land and buildings of the Subsidiaries in the consolidated financial statements and the separate financial statements
of the Company by using equity method in the amount of Baht 513.56 million as "Revaluation surplus on land and
buildings" in shareholders' equity in the balance sheets.
For the year ended 31 December 2005, a subsidiary company calculated depreciation of buildings that had been
revalued and transferred revaluation surplus on land and buildings to reduce related depreciation in statement of
earnings of approximately Baht 74.07 million.
If the Company and the subsidiary companies record the land and buildings at cost, their net book value as at
31 December 2005 and 2004 would have been as follows :-
The Company and the subsidiary companies have mortgaged their land and buildings and constructions to be
created in the future as collateral for long-term loans as discussed in Note 16 to the financial statements.
A subsidiary company's building and equipment and inventories were damaged by flood in November 2005.
However, the subsidiary company has accident insurance with a domestic insurance company which covers property
damage as a result of the flood. The subsidiary company has not recorded loss on impairment of the fixed assets
destroyed and damaged by the flood and the amount of compensation for losses to be received under the insurance in
the financial statements for the year ended 31 December 2005 since the subsidiary company and the insurance company
are in the process of assessing the damage to the property. However, the subsidiary management believes that the
provision for impairment of fixed assets destroyed would be fully covered by the insurance or if any, the subsidiary
would have an insignificant loss from such accident.
Net book value :
As of 31 December 2005
As of 31 December 2004
5,397,684,364
3,919,695,625
1,476,058,123
1,348,186,994
237,172,790
155,697,790
-
-
(Unit : Baht)
LandBuilding structureand improvement
The Company only
LandBuilding structureand improvement
Consolidated
89
In 1999, the Company revalued such land based on the independent professional appraiser's value as described
in Note 12 to the financial statements.
The cumulative capitalized interest on loans recorded as a portion of cost of land not yet used in operations amounted
to approximately Baht 29 million.
15. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTION
As at 31 December 2005, the Company and its subsidiary companies have bank overdraft facilities with local
banks of Baht 158 million and the Company only of Baht 50 million with interest rate at MOR (Minimum
Overdraft Rate).
13. INTANGIBLE ASSETS
The Company only
2005 2004
Consolidated
2005 2004
Computer software
Leasehold right
Expenditure relating to certain rights
and benefits received from Bangkok Nursing Home
Less : Accumulated amortization
Intangible assets - net
Amortization for the year
153,266,241
46,268,019
113,723,076
313,257,336
(106,432,565)
206,824,771
39,563,238
112,324,408
40,468,019
-
152,792,427
(56,669,703)
96,122,724
11,700,934
40,472,572
38,218,019
-
78,690,591
(37,171,465)
41,519,126
13,874,670
12,982,006
38,218,019
-
51,200,025
(6,777,657)
44,422,368
6,777,657
(Unit : Baht)
2005 2004
Consolidated and The Company Only
Land at historical cost
Revaluation surplus
Transfer to land for operation
Total
367,181,670
104,245,510
(32,500,000)
438,927,180
367,181,670
104,245,510
-
471,427,180
(Unit : Baht)
14. LAND NOT USED IN OPERATIONS
Land not used in operations as at 31 December 2005 and 2004 consisted of:
90
16. LONG-TERM LOANS
As at 31 December 2005, long-term loans consist of : -
Non-Current
Portion Total
The Company only
1.
2.
3.
4.
5.
6.
7.
8.
Total loans of the Company
The Company only
1.
2.
3.
4.
5.
6.
7.
8.
1,430
10
71
119
87
350
45
480
2,592
Agreement dateNo. Lender Credit facility
Current
Portion
Outstanding long - term loan amount
17 December 2001
26 March 2002
19 November 2004
13 January 2005
13 January 2005
5 October 2005
29 September 2005
1 December 2005
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
2,300
20
85
139
102
350
45
600
290
3
21
29
21
53
9
-
426
1,140
7
50
90
66
297
36
480
2,166
(Unit : Million Baht)
Interestpayment Interest rate
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
Agreement dateNo. Lender Credit facilityPrincipal
repayment
Significant conditions of the loan agreements
17 December 2001
26 March 2002
19 November 2004
13 January 2005
13 January 2005
5 October 2005
29 September 2005
1 December 2005
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
2,300
20
85
139
102
350
45
600
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
LoanPeriod
9 years
7 years
5 years
5 years
5 years
7 years
5 years
9 years
(Unit : Million Baht)
91
Non- Current
Portion Total
Subsidiaries
Bangkok Phuket Hospital Co., Ltd.
1.
Bangkok Trat Co., Ltd
1.
Bangkok Hatyai Hospital Co., Ltd
1.
2.
Bangkok Rayong Hospital Co., Ltd.
1.
Bangkok Samui Hospital Co., Ltd.
1.
BNH Medical Centre Co., Ltd.
1.
2.
Wattanavej Co., Ltd.
1.
Samitivej Public Company Limited
1.
2.
3.
Irving Sheridan SE Co., Ltd.
1.
Total loans of subsidiary companies
Total loans of the Company and subsidiary companies
437
93
300
28
324
150
433
433
116
1,518
185
47
115
4,179
6,771
Agreement dateNo. Lender Credit facility
Curren
Portion
Outstanding long - term loan amount
18 December 2002
1 December 2003
9 May 2003
8 September 2004
29 March 2004
11 June 2004
20 October 1996
20 October 1990
27 Noember 2003
11 October 2001
26 December 2003
2 June 2005
26 December 2003
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Financial
Institution
Local Bank
Local Bank
Local Bank
Local Bank
500
140
400
37
330
150
679
679
135
1,700
185
165
115
50
7
-
8
-
-
22
22
26
160
19
25
11
350
776
387
86
300
20
324
150
411
411
90
1,358
166
22
104
3,829
5,995
(Unit : Million Baht)
92
Interest payment Interest rate
Principal repayment
Significant conditions of the loan agreements
Quarterly
Monthly
Monthly
Monthly
Monthly
Monthly
Quarterly
Quarterly
Quarterly
Monthly
Quarterly
Quarterly
Quarterly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Monthly
Quarterly
Monthly
Monthly
Monthly
Monthly
LoanPeriod
10 years
6 years
10 years
5 years
10 years
10 years
13 years
13 years
6 years
10 years
10 years
6 years
10 years
(Unit : Million Baht)
Subsidiaries
Bangkok Phuket Hospital Co., Ltd.
1.
Bangkok Trat Co., Ltd
1.
Bangkok Hatyai Hospital Co., Ltd
1.
2.
Bangkok Rayong Hospital Co., Ltd.
1.
Bangkok Samui Hospital Co., Ltd.
1.
BNH Medical Centre Co., Ltd.
1.
2.
Wattanavej Co., Ltd.
1.
Samitivej Public Company Limited
1.
2.
3.
Irving Sheridan SE Co., Ltd.
1.
Agreement dateNo. Lender Credit facility
18 December 2002
1 December 2003
9 May 2003
8 September 2004
29 March 2004
11 June 2004
20 October 1996
20 October 1990
27 Noember 2003
11 October 2001
26 December 2003
2 June 2005
26 December 2003
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local Bank
Local FinancialInstitution
Local Bank
Local Bank
Local Bank
Local Bank
500
140
400
37
330
150
679
679
135
1,700
185
165
115
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
At fixed rate or MLR less fixed
rate as stipulated in the agreement.
93
The Company and its subsidiaries have mortgaged certain plots of land and buildings, including construction to
be erected in the future and equipment with banks to secure long-term loan obtained from those banks.
During1998 - 2004, a subsidiary company, BNH Medical Center Co., Ltd. entered into 4 debt restructuring agreements
with 2 local financial institutions and the subsidiary company has to comply with the conditions as stipulatedin the
agreements.
The above long-term loans are secured by land lease agreements, buildings and equipment. In addition, the financial
institutions are named as beneficiaries of the insurance policies for that company's building and equipment.
17. LIABILITIES UNDER HIRE-PURCHASE AND FINANCIAL LEASEAGREEMENTS
THE COMPANY ONLY
2005 2004
CONSOLIDATED
2005 2004
Hire-purchase and financial lease payable
Less : Deferred interest
Total
Less: Current portion due within one year
Liabilities under hire-purchase and financial
lease agreement - net of current portion
352,907
(36,156)
316,751
(115,794)
200,957
319,029
(39,722)
279,307
(80,839)
198,468
108,493
(10,406)
98,087
(37,280)
60,807
74,459
(8,685)
65,774
(22,860)
42,914
(Unit : Thousand Baht)
Liabilities under hire-purchase agreements
Hire-purchase payable consists of amounts payable under various vehicle hire-purchase agreements, with payments
to be made in 32-60 monthly installments.
Liabilities under financial lease agreements
The Company and its subsidiaries have entered into various financial lease agreements with various leasing companies
to rent medical equipment and vehicle for use in their operations. Installments are paid on a monthlybasis over 36-60
periods and at the end of the agreements, the Company and the subsidiaries have the option to purchase the equipment
at prices specified in the agreements.
18. SHARE CAPITAL
On 22 April 2004, the Annual General Meeting of the Company's shareholders resolved to change the par value
of the Company's shares from Baht 10 each to Baht 1 each. The Company has subsequently registered the change in
par value of its shares with the Ministry of Commerce on 11 May 2004.
94
In addition, such Meeting also passed a resolution to approve the Company to increase its registered capital from
Baht 750 million to Baht 1,000 million, by issuing of 250 million new ordinary shares of Baht 1 each at the issue price
of Baht 6 per share by offering to the existing shareholders in the proportion of 3 existing shares to 1 newly issued
share, and have a right to exercise over right. The Company registered the increase of its registered share capital on
May 14, 2004. The shareholders subscribed and paid for the increased shares during 21st-25th June 2004 totalling
Baht 1,769 million. In July 2004, the Company repaid the shareholders who over paid the subscribed money in the
amount of Baht 269 million. The Company registered the paid-up share capital to be Baht 1,000 million on July 9, 2004
The Extraordinary General Meeting of the Company's Shareholders No 1/2547 held on August 3, 2004, passed a
resolution to approve the Company to further increase its registered capital by Baht 180.50 million by issuing 180.5
million new ordinary shares at the par value of Baht 1 per share, increasing share capital from Baht 1,000 million to
Baht 1,180.50 million, divided into 1,180.50 million ordinary shares at Baht 1 per share. The Company registered the
increase of its registered capital on August 5, 2004.
In addition, the Meeting also passed a resolution to approve the shareholding restructuring by offering to purchase
all the issued shares of Samitivej Public Company Limited, Bangkok Hatyai Hospital Company Limited and Bangkok
Phuket Hospital Company Limited not already held by the Company. The Company will pay the consideration for the
share in those companies in the form of new issued ordinary shares of the Company without offering any other
alternative in term of cash, and approved to purchase shares of Ramkhamhaeng Hospital Public Company Limited, in
a portion not more than 20% of the total issued shares of this company, at the price not higher than Baht 150 per share,
up to Baht 360 million in total. In July 2004, the Company purchased shares of Ramkhanhaeng Hospital Public
Company Limited in the amount of Baht 215.49 million.
Later in December 2004, the Company purchased additional shares of Ramkhamhang Hospital Public Company
Limited by Baht 127.42 million, totaling the investments in this company of Baht 342.91 million.
The Securities and Exchange Commission ("SEC") had approved the Company to start the tender offer period
during November 10, 2004 to December 16, 2004. After the share swap arrangement, the percentage of shareholding
in Samitivej Public Company Limited, Bangkok Hatyai Hospital Company Limited and Bangkok Phuket Hospital
Company Limited were 92.92%, 98.53% and 99.47%, respectively, and the Company's shares were allotted to these
companies of 112,251,510 shares, 18,528,904 shares and 32,629,694 shares, respectively or a total of 163,410,108 shares.
For the remaining 17,089,892 shares, the Extraordinary General Meeting of the Company's Shareholders No.1/2547
held on August 3, 2004 passed a resolution to approve the Company's Board of Directors to manage the remaining
shares by offering those shares by private placement according to SEC's Notification No. Kor Jor 12/2543.
The 163,410,108 shares issued for share swap arrangement with these three companies were recorded at fair value, a
ppraisal by an independent financial advisor, using discounted cash flows method, at Baht 10.21 per share, resulting in
the increase in issued and paid-up share capital by Baht 163.41 million, and increase in premium on share capital by
Baht 1,505 million. The Company registered the issued and paid-up share capital to be Baht 1,163.41 million on
December 21, 2004.
95
On 17 September 2005, the Board of Directors Meeting No. 9/2005 approved to decrease share capital of 17,089,892
shares remaining from the above allotment and on 17 October 2005 the Extraordinary General Meeting of the Company's
shareholders No. 1/2005 passed a resolution approving a capital reduction on such remaining share capital and approved
the increase in registered share capital of 20,000,000 ordinary shares. The increase and decrease in share capital is
registered on 28 October 2005 and the Company's registered share capital is now Baht 1,183,410,108.
In addition, such meeting approved the Company's restructuring planning by acquisition of shares from all other
shareholders of the eastern hospital group, which comprised Bangkok Pattaya Hospital Co., Ltd., Bangkok Trat Hospital
Co., Ltd., Wattanavej Co., Ltd., and Bangkok Rayong Co., Ltd.. Such purchase was subject to the condition that those
shareholders must purchase the Company's shares by using all proceeds received from the Company for such purchase
as payment for the Company's shares. The Company's shares to be offered to the shareholders of the eastern hospital
group would comprise of the above new 20 million ordinary shares and/or the shares of the Company held by Bangkok
Pattaya Hospital Co., Ltd. All of them would be offered to those shareholders in the same time at the price of Baht 14.59
each. For the purpose of eliminating cross shareholding between the Company and Bangkok Pattaya Hospital Co., Ltd.
the entire shares of Company which are held by Bangkok Pattaya Hospital Co., Ltd. would be offered to those
shareholders before the new ordinary shares of the Company.
19. DIVIDENDS
The 2005 Annual General Meeting of the Company's shareholders held on 7 April 2005, passed a resolution approving
a dividend payment of Baht 0.50, to the holders of the Company's 1,163,410,108 shares (par value of Baht 1 each), or
a total of Baht 582 million and the appropriation of net profit as statutory reserve in the amount of Baht 27.8 million.
The dividend payment was made on 6 May 2005.
On 22 April 2004, the Annual General Meeting of the Company's shareholders approved to pay a dividend for
75 million shares (at par value of Baht 10 each) at the rate of 4 Baht per share, totaling Baht 300 million which was the
rate before the Company change its par value from Baht 10 per share to be Baht 1 per share and the appropriation of
net profit as statutory reserve in the amount of Baht 16 million. The dividend payment was made on May 21, 2004.
20. STATUTORY RESERVE
Under the Public Companies Limited Act B.E. 2535, the Company is required to set aside as a statutory reserve at
least 5 percent of its net profit, after deducting accumulated deficit brought forward (if any), until the reserve reaches
10 percent of its registered share capital. The statutory reserve is not available for dividend payment.
Pursuant to Section 1202 of the Thai Civil and Commercial Code, a local subsidiary must appropriate to a reserve
fund, at each distribution of dividend, at least five percent of the profits arising from the business of the subsidiary
company, until the reserve fund reaches ten percent of the registered capital of the subsidiary company. The statutory
reserve is not available for dividend distribution.
96
21. PROVIDENT FUND
The Company, its subsidiaries and their employees jointly established a provident fund in accordance with the
Provident Fund Act B.E. 2530. The fund is contributed by both employees and the Company and its subsidiaries at the
agreed percentage rates based on their basic salaries and is managed by many financial institutions. The fund will be
paid to the employees upon termination in accordance with the rules of the fund.
During the year 2005, the Company and its subsidiaries contributed Baht 35.43 million (2004 : Baht 18.42 million)
to the fund and the Company only contributed Baht 11.50 million (2004 : Baht 9.28 million).
The Company only
2005 2004
Consolidated
2005 2004
Number of employees at end of year (persons)
Employee costs for the year (Thousand Baht)
7,817
2,511,711
5,972
1,846,365
2,256
968,765
1,964
828,048
22. NUMBER OF EMPLOYEES AND RELATED COSTS
23. FINANCIAL INSTRUMENTS
23.1 Financial risk management and policies
The Company and its subsidiaries are exposed to risk arising from changes in market interest rates and from
nonperformance of contractual obligations by counterparties in the future. The Company and its subsidiaries use
derivative instruments, as and when they consider appropriate, to manage such risks. They do not hold or issue
derivative financial instruments for speculative or trading purposes.
23.2 Interest rate risk
The interest rate risk is risk whereby future movement in market interest rates will affect the results of the Company
and its subsidiaries' operations and their cash flows. The Company's and its subsidiaries' exposure to the interest rate
risk relates primarily to deposits with and loans from banks. However, deposits with and loans from banks carry interest
at floating rates. The Company and its subsidiaries do not use derivative financial instruments to hedge such risk.
23.3 Credit risk
Credit risk is the risk that a counterparty is unable to meet a commitment entered into with the Company and the
subsidiaries. This risk is controlled by the application of credit approvals, limits and monitoring procedures. The
maximum credit risk exposure is the book value of assets after deduction of allowance for doubtful accounts as
presented in the balance sheets.
97
23.4 Fair value
As the majority of financial assets and liabilities are short-term or carry interest at the floating rate, their carrying
value do not materially differ from their fair value.
24. LONG-TERM LEASE AGREEMENTS
The Company
The Company has entered into a land lease agreement on which a garden is to be built. The lease agreement covers
a period of 30 years from 1 January 2005 to 31 December 2033 and the Company is obliged to payrental on a monthly
basis. The rental fee for the first 5 years is Baht 10,000 per month and this fee is to be increased by every 5 years. The
rental for the last 5 years will thus be Baht 25,000 per month.
The Company has entered into a land rental agreement for a parking building for 20 years from 26 February 2004
to 25 February 2024. The rental fee for the first 17 months is Baht 200,000 per month and this is to be increased by the
rate as stipulated in the agreement. The rental for the last 3 years will be Baht 560,000 per month.
The Company has entered into a land rental agreement whereby the land is to be used for construction of an OPD
building for a period of 30 years from 28 September 2004 to 27 September 2034. The first payment date is 10 October 2005
at the rental fee of Baht 50,000 per month, with this rate being increased by 10% of the latest rental every three years.
The Company has entered into a land rental agreement for a car park for a period of 7 years from 1 September 2005
to 31 August 2012 and the rental is paid on a monthly basis. The first payment date is 1 September 2005 and rental to
be paid at Baht 131,000 per month and from 1 September 2006 onward at Baht 175,000 per month.
Samitivej Public Company Limited
The subsidiary has entered into a rental agreement for a parking building dated 10 September 2003, for 30 years,
effective from 8 December 2004. The rental fee for the first year was Baht 3.39 million and is to be increased by 2.75%
every year. The total rental fee over the lease will thus be Baht 155.11 million. The subsidiary is committed to pay
Baht 38.78 million as prepaid rental as per the schedule. The remaining rental fee will be paid at 85% of rental. In
addition, the subsidiary has entered into a service agreement with the same company for provision of services in the
said parking building for 30 years totaling Baht 103.41 million.
As at 31 December 2005, the subsidiary company already paid an advance rental payment of Baht 38.78 million
(2004 : Baht 32.80 million) and amortised as an expense in the current year of Baht 0.85 million (2004 : Baht 0.08 million).
In 2005, the subsidiary company entered into the 3-year building rental agreement with another subsidiary company
for the hospital operation. The subsidiary has to pay a monthly rental fee of Baht 1,000,000 commencing from May 2005.
98
25.2 Litigations
As at 31 December 2005, a subsidiary company was named joint defendant with doctors in a case relatingto the
medical treatment of a patient in 1996, whereby the plaintiff claimed for a compensation amounting to approximately
Baht 659.6 million. On 9 February 2004, the Civil Court dismissed the case, and it is currently being heard by the Court
of Appeal. The management of the subsidiary, after consulting with the subsidiary's legal counsel, is of the opinion that
the Appeal Court will not reverse the judgement of the Civil Court to dismiss the case.
In addition, as at 31 December 2005, the said subsidiary was named joint defendant with doctors in a case relating
to the medical treatment of a patient in 2002, whereby the plaintiff claimed for a compensation amounting to
approximately Baht 39.40 million. The case is being considered by the Primary Court. The management of the subsidiary
and the subsidiary's legal counsel are of the opinion that the court will ultimately rule in favour of the subsidiary.
A subsidiary has a contingent liabilities as a defendant in a legal case related to the building construction retention
of Baht 14.37 million. The case is being considered by the Central Bankruptcy court.
26. PURCHASE OF SUBSIDIARY COMPANIES
During April to December 2005, the Company has invested in additional ordinary shares in subsidiaries companies,
BNH Medical Center Co., Ltd., Wattanavej Co., Ltd, and B.D.M.S. International Medical Services Co., Ltd. which have
fair values of assets purchased and liabilities as at purchased dates as follows :-
25. COMMITMENTS AND CONTINGENT LIABILITIES
As at 31 December 2005 commitments and contingent liabilities are as follows:-
25.1 Commitments
The Company onlyConsolidated
Contractual commitments
the land and building rental contracts (including long-term agreements in Note 24)
• the office equipment rental and maintenance contracts
• the medical equipment providing contracts
• the building decoration contracts
Contingent liabilities
• For letters of guarantee issued by banks 64 44
Total
320
37
178
444
64
1,043
83
19
133
248
44
527
(Unit : Million Baht)
99
27. SEGMENT INFORMATION
The Company and its subsidiary companies operate mainly in the hospital business in Thailand. As a result all
of the revenues, operating profits and assets as reflected in these financial statements pertain to the aforementioned
ndustry segment and geographic area.
28. DIRECTORS' REMUNERATION
Directors' remuneration of the Company represents the benefits paid to the Company's directors in accordance
with Section 90 of the Public Limited Companies Act, exclusive of salaries and related benefits payable to executive
directors.
(Unit : Baht)
318,868,431
134,243
44,421,577
10,534,578
22,098,220
19,060,010
1,349,530,584
125,149,945
11,451,737
(68,753,479)
(10,175,048)
(55,780,338)
(32,048,152)
(1,023,877,720)
710,614,588
(216,284,654)
(213,778,255)
280,551,679
75,810,560
356,362,239
198,976,310
555,338,549
(318,868,431)
236,470,118
Cash and cash equivalents
Short-term investments
Trade accounts receivable - net
Inventories - net
Other current assets
Investments
Property, plant and equipment - net
Intangible assets - net
Other non-current assets
Trade accounts payable
Other payable - related parties
Accrued expenses
Other current liabilities
Long-term loans
Net acquired assets
Changes in investment from change of the status from associated to subsidiary companies
Changes in minority interest from change of the status from associated to subsidiary companies
Net assets from acquisition of subsidiary companies
Add : Goodwill
Cash paid for investment which change of the status from associated to subsidiary companies
Cash paid for additional investment in subsidiaries
Cash flows used in acquisition of the subsidiary company
Less : Cash and cash equivalents of subsidiary companies
Net assets from acquisition of subsidiary companies
100
29. SUBSEQUENT EVENT
In January 2006, the Company has already acquired the shares from the shareholders of the eastern hospital group
according to the resolution of the Extraordinary General Meeting of the Company's shareholders No. 1/2005 which
will increase its percentage of shareholding in these group companies. On 30 January 2006 the Company has registered
an increase in its paid up share capital from Baht 1,163 million to Baht 1,181 million to allocate to shareholders of these
group companies.
The Board of Directors' Meeting No. 1/2006 hold on 21 January 2006 has passed a resolution to set up a subsidiary
company and an associated company in Cambodia with an investment amounting to Baht 84 million with the objectives
to hold land and operate the hospital in that country.
The Board of Directors' Meeting No. 2/2006 held on 28 February 2006 passed a resolution approving a dividend
payment of Baht 0.50 per share, to the holders of the Company's 1,181,037,800 shares (par value of Baht 1 each), or a
total of Baht 590.5 million and the appropriation of net profit as statutory reserve in the amount of Baht 0.29 million.
The resolution will be presented to the Annual General Meeting of the Company's shareholders for approval of dividend
payment which will be paid on 28 April 2006.
30. PRESENTATION AND RECLASSIFICATION
The presentation of the financial statements has been made in compliance with the stipulations of the Notification
of the Department of Business Development dated 14 September 2001 as empowered under the Accounting Act B.E. 2543.
Certain amounts in the financial statements for the year 2004 which are presented herein for the comparative
purpose have been reclassified to conform to the current year's classification, with no effect on previously reported net
earnings or shareholders' equity.
31. APPROVAL OF FINANCIAL STATEMENTS
These financial statements have been authorised for issue by the Company's authorised directors on 28 February 2006.
Bangkok Dusit Medical Services Public Company Limited 2 Soi Soonvijai 7 New Phetchburi Rd., Bangkok 10310 Tel. 02-310-3000 Fax 02-318-1546
www.bangkokhospital.com