VGI Global Media Public Company Limited and its ...vgi.listedcompany.com/misc/FS/20121101-VGI-FS2Q2012-EN.pdf · I have reviewed the accompanying consolidated statement of financial

VGI Global Media Public Company Limited and its subsidiaries Report and consolidated interim financial statements for the three-month and six-month periods ended 30 September 2012 and 2011

Independent Auditor’s Report on Review of Interim Financial Information To the Shareholders of VGI Global Media Public Company Limited

I have reviewed the accompanying consolidated statement of financial position of VGI Global

Media Public Company Limited and its subsidiaries as at 30 September 2012, the

consolidated statements of comprehensive income for the three-month and six-month

periods ended 30 September 2012 and 2011, and the related consolidated statements of

changes in shareholders’ equity, and cash flows for the six-month periods ended 30

September 2012 and 2011, as well as the condensed notes to the consolidated financial

statements, and have also reviewed the separate financial information of VGI Global Media

Public Company Limited for the same periods. Management is responsible for the

preparation and presentation of this interim financial information in accordance with Thai

Accounting Standard 34 Interim Financial Reporting. My responsibility is to express a

conclusion on this interim financial information based on my reviews.

Scope of review

I conducted my reviews in accordance with Standard on Review Engagements 2410,

Review of Interim Financial Information Performed by the Independent Auditor of the Entity.

A review of interim financial information consists of making inquiries, primarily of persons

responsible for financial and accounting matters, and applying analytical and other review

procedures. A review is substantially less in scope than an audit conducted in accordance

with Thai Standards on Auditing and consequently does not enable me to obtain assurance

that I would become aware of all significant matters that might be identified in an audit.

Accordingly, I do not express an audit opinion.

Conclusion

Based on my reviews, nothing has come to my attention that causes me to believe that the

accompanying interim financial information is not prepared, in all material respects, in

accordance with Thai Accounting Standard 34 Interim Financial Reporting.

2

Statements of financial position as at 31 March 2012 for comparative purposes

I have previously audited the consolidated financial statements of VGI Global Media

Company Limited and its subsidiaries and the separate financial statements of VGI Global

Media Company Limited for the year ended 31 March 2012 in accordance with Thai

Standards on Auditing, and expressed an unqualified opinion on those statements under my

report dated 16 May 2012. The consolidated and separate statements of financial position as

at 31 March 2012, as presented herein for comparative purposes, formed an integral part of

those financial statements. I have not performed any other audit procedures subsequent to

the date of the above report.

Siraporn Ouaanunkun

Certified Public Accountant (Thailand) No. 3844

Ernst & Young Office Limited

Bangkok: 1 November 2012

VGI Global Media Public Company Limited and its subsidiaries

Statements of financial position

(Unit: Thousand Baht)

Note 30 September 2012 31 March 2012 30 September 2012 31 March 2012

(Unaudited (Audited) (Unaudited (Audited)

but reviewed) but reviewed)

Assets

Current assets

Cash and cash equivalents 4 291,124 381,253 166,394 222,164

Trade and other receivables 5 726,080 484,264 635,826 305,801

Short-term loans to related parties 3 - - 95,000 130,000

Prepaid expenses 6 84,050 63,219 5,523 6,756

Other current assets 23,608 31,641 17,866 26,996

Total current assets 1,124,862 960,377 920,609 691,717

Non-current assets

Investment in subsidiaries 7 - - 244,199 225,443

Goodwill 78,656 78,656 - -

Equipment 8 272,434 227,859 226,935 166,206

Intangible assets 9 9,714 8,810 8,944 7,868

Other non-current assets 10 18,228 38,190 10,387 7,219

Total non-current assets 379,032 353,515 490,465 406,736

Total assets 1,503,894 1,313,892 1,411,074 1,098,453

The accompanying notes are an integral part of the financial statements.

Consolidated financial statements Separate financial statements


Statements of financial position (continued)





Liabilities and shareholders' equity

Current liabilities

Trade and other payables 11 136,803 468,518 130,700 450,201

Accrued expenses 12 306,825 340,177 249,585 259,673

Corporate income tax payable 107,532 55,628 88,191 35,500

Unearned revenues 32,640 64,731 27,965 39,519

Deposits received from renting spaces 45,934 34,874 45,934 34,874

Other current liabilities 56,791 40,985 38,587 26,803

Total current liabilities 686,525 1,004,913 580,962 846,570

Non-current liabilities

Provision for long-term employee benefits 17,232 15,835 15,601 14,393

Total non-current liabilities 17,232 15,835 15,601 14,393

Total liabilities 703,757 1,020,748 596,563 860,963




Statements of financial position (continued)





Shareholders' equity

Share capital 13

Registered

400,000,000 ordinary shares of Baht 1 each

(31 March 2012: 10,000,000 ordinary shares

of Baht 10 each) 400,000 100,000 400,000 100,000

Issued and fully paid

274,000,000 ordinary shares of Baht 1 each

(31 March 2012: 10,000,000 ordinary shares

of Baht 10 each) 274,000 100,000 274,000 100,000

Retained earnings

Appropriated - statutory reserve 17 21,606 10,000 21,606 10,000

Unappropriated 468,820 147,437 483,395 91,980

Other components of shareholders' equity 35,711 35,707 35,510 35,510

Total shareholders' equity 800,137 293,144 814,511 237,490

Total liabilities and shareholders' equity 1,503,894 1,313,892 1,411,074 1,098,453

- - - -


Directors


(Unaudited but reviewed)


Statements of comprehensive income

For the three-month periods ended 30 September 2012 and 2011

(Unit: Thousand Baht, except earnings per share expressed in Baht)

Note 2012 2011 2012 2011

Revenues

Service income 14 734,869 528,068 535,524 330,073

Dividend income 7 - - 132,798 -

Other income 3,084 6,979 3,466 4,675

Total revenues 737,953 535,047 671,788 334,748

Expenses

Costs of services 310,396 319,670 179,210 191,068

Selling expenses 16,334 9,293 16,439 7,497

Administrative expenses 77,554 61,710 60,998 55,472

Other expenses - 390 - 40

Total expenses 404,284 391,063 256,647 254,077

Profit before finance cost and

corporate income tax 333,669 143,984 415,141 80,671

Finance cost (58) (100) (20) (23)

Profit before corporate income tax 333,611 143,884 415,121 80,648

Corporate income tax 15 (80,512) (47,415) (65,685) (25,347)

Profit for the period 253,099 96,469 349,436 55,301

Other comprehensive income

Exchange differences on translation of

financial statements in foreign currency (349) 359 - -

Other comprehensive income for the period (349) 359 - -

Total comprehensive income for the period 252,750 96,828 349,436 55,301

Basic earnings per share 16

Profit attributable to equity holders of the Company 0.92 0.96 1.28 0.55





Statements of comprehensive income (continued)

For the six-month periods ended 30 September 2012 and 2011

(Unit: Thousand Baht, except earnings per share expressed in Baht)

Note 2012 2011 2012 2011

Revenues

Service income 14 1,385,172 999,321 967,761 625,088

Dividend income 7 - - 132,798 39,697

Other income 6,279 15,222 7,662 9,163

Total revenues 1,391,451 1,014,543 1,108,221 673,948

Expenses

Costs of services 655,966 620,866 367,085 362,861

Selling expenses 34,414 18,585 32,024 14,982

Administrative expenses 154,034 111,243 120,047 98,050

Other expenses 24 691 14 40

Total expenses 844,438 751,385 519,170 475,933

Profit before finance cost and

corporate income tax 547,013 263,158 589,051 198,015

Finance cost (116) (270) (48) (162)

Profit before corporate income tax 546,897 262,888 589,003 197,853

Corporate income tax 15 (133,908) (86,071) (105,982) (48,920)

Profit for the period 412,989 176,817 483,021 148,933

Other comprehensive income

Exchange differences on translation of

financial statements in foreign currency 4 915 - -

Other comprehensive income for the period 4 915 - -

Total comprehensive income for the period 412,993 177,732 483,021 148,933

Basic earnings per share 16

Profit attributable to equity holders of the Company 1.76 1.77 2.06 1.49





Cash flow statements




2012 2011 2012 2011

Cash flows from operating activities

Profit before tax 546,897 262,888 589,003 197,853

Adjustments to reconcile profit before tax

to net cash provided from (used in) operating activities

Depreciation 48,796 46,839 21,074 18,021

Amortisation 2,090 1,748 1,918 1,581

Gain on disposals of equipment (20) (323) (14) (146)

Loss on write-off of assets - 350 - 79

Provision for long-term employee benefits 1,397 1,268 1,208 1,100

Dividend income - - (132,798) (39,697)

Interest expenses - 55 - -

Income from operating activities before

changes in operating assets and liabilities 599,160 312,825 480,391 178,791

Decrease (increase) in operating assets

Trade and other receivables (241,816) (174,082) (216,027) (82,638)

Other current assets (12,263) (10,041) 10,363 (6,989)

Other non-current assets 19,962 1,168 (3,168) 515

Increase (decrease) in operating liabilities

Trade and other payables (346,435) (7,090) (333,526) (9,460)

Accrued expenses (33,352) (19,280) (10,088) 1,546

Unearned revenues (32,091) (4,487) (11,554) 3,468

Deposits received from renting spaces 11,060 823 11,060 823

Others 15,806 8,539 11,784 4,055

Cash flows from (used in) operating activities (19,969) 108,375 (60,765) 90,111

Cash paid for interest expenses - (55) - -

Cash paid for corporate income tax (82,539) (50,752) (53,292) (37,569)

Net cash flows from (used in) operating activities (102,508) 57,568 (114,057) 52,542




Cash flow statements (continued)




2012 2011 2012 2011

Cash flows from investing activities

Decrease (increase) in short-term loans to related parties - - 35,000 (80,000)

Decrease (increase) in investment in subsidiaries - - (18,756) 22,500

Proceeds from disposals of assets 733 291 580 146

Cash paid for acquisitions of intangible assets (840) (1,565) (840) (1,482)

Cash receipt from dividend income - - 18,800 39,697

Cash paid for acquisitions of equipment (81,590) (13,113) (70,497) (7,554)

Net cash flows used in investing activities (81,697) (14,387) (35,713) (26,693)

Cash flows from financing activities

Repayment of finance lease liabilities - (411) - -

Dividend payment (80,000) (250,000) (80,000) (250,000)

Proceeds from an issuance of share capital 174,000 - 174,000 -

Net cash flows from (used in) financing activities 94,000 (250,411) 94,000 (250,000)

Decrease in translation adjustments 76 857 - -

Net decrease in cash and cash equivalents (90,129) (206,373) (55,770) (224,151)

Cash and cash equivalents at beginning of period 381,253 497,597 222,164 379,334

Cash and cash equivalents at end of period 291,124 291,224 166,394 155,183

- -

Supplemental disclosures of cash flow information

Non-cash transactions

Receivable of disposals of equipment - 725 - -

Payable of acquisition of equipment (14,721) - (14,026) -

Transfer equipment to intangible assets 2,154 - 2,154 -




Statements of changes in shareholders' equity



income

Exchange differences

on translation of Surplus on

Issued and financial business Total other

fully paid-up statements in combination under components of Total

share capital Appropriated Unappropriated foreign currency common control shareholders' equity shareholders' equity

Balance as at 31 March 2011 100,000 10,000 268,984 (768) 35,510 34,742 413,726

Dividend payment (Note 17) - - (250,000) - - - (250,000)

Total comprehensive income for the period - - 176,817 915 - 915 177,732

Balance as at 30 September 2011 100,000 10,000 195,801 147 35,510 35,657 341,458

Balance as at 31 March 2012 100,000 10,000 147,437 197 35,510 35,707 293,144

Increase in share capital (Note 13) 174,000 - - - - - 174,000

Dividend payment (Note 17) - - (80,000) - - - (80,000)

Set aside to statutory reserve (Note 17) - 11,606 (11,606) - - - -

Total comprehensive income for the period - - 412,989 4 - 4 412,993

Balance as at 30 September 2012 274,000 21,606 468,820 201 35,510 35,711 800,137


Retained earnings

Consolidated financial statements

Other components of equity

Other comprehensive



Statements of changes in shareholders' equity (continued)



Surplus on Total other

Issued and business components of Total

fully paid-up combination under shareholders' shareholders'

share capital Appropriated Unappropriated common control equity equity

Balance as at 31 March 2011 100,000 10,000 259,856 35,510 35,510 405,366

Dividend payment (Note 17) - - (250,000) - - (250,000)

Total comprehensive income for the period - - 148,933 - - 148,933

Balance as at 30 September 2011 100,000 10,000 158,789 35,510 35,510 304,299

Balance as at 31 March 2012 100,000 10,000 91,980 35,510 35,510 237,490

Increase in share capital (Note 13) 174,000 - - - - 174,000

Dividend payment (Note 17) - - (80,000) - - (80,000)

Set aside to statutory reserve (Note 17) - 11,606 (11,606) - - -

Total comprehensive income for the period - - 483,021 - - 483,021

Balance as at 30 September 2012 274,000 21,606 483,395 35,510 35,510 814,511


Separate financial statements

Retained earnings

Other components of equity


1

VGI Global Media Public Company Limited and its subsidiaries Notes to consolidated interim financial statements For the three-month and six-month periods ended 30 September 2012 and 2011

1. General information

1.1 Corporate information

VGI Global Media Public Company Limited (“the Company”) registered the change of

its status to a public company limited on 2 April 2012. The Company is incorporated

and domiciled in Thailand. Its parent company is Bangkok Mass Transit System Public

Company Limited, which was incorporated in Thailand. The parent company of the

group is BTS Group Holdings Public Company Limited. The Company is principally

engaged in the provision of marketing and advertising services management on the

BTS stations, inside the BTS trains, and on the BTS trains’ body, and renting spaces

on the BTS stations for retails. Its registered address is at 21, 9th Floor, TST Tower,

Vipawadi-Rangsit Road, Jomphol, Chatuchak, Bangkok.

On 11 October 2012 the Company listed on the Stock Exchange of Thailand and

public trading of its ordinary shares started on the same day.

1.2 Basis for the preparation of interim financial statements

These interim financial statements have been prepared in accordance with Accounting

Standards No. 34 (revised 2009) “Interim Financial Reporting”, with the Company

choosing to present condensed interim financial statements. However, the Company

has presented the statements of financial position, comprehensive income, changes in

shareholders’ equity and cash flows in the same format as that used for the annual

financial statements.

The interim financial statements are intended to provide information additional to that

included in the latest annual financial statements. Accordingly, they focus on new

activities, events and circumstances so as not to duplicate information previously

reported. These interim financial statements should therefore be read in conjunction

with the latest annual financial statements.

The interim financial statements in Thai language are the official statutory financial

statements of the Company. The interim financial statements in English language have

been translated from the Thai language interim financial statements.


2

1.3 Basis of interim consolidation

The basis of interim consolidation is the same as that for the consolidated financial

statements for the year ended 31 March 2012, with no change in the shareholding

structure of the subsidiaries during the current period.

1.4 Significant accounting policies

The interim financial statements are prepared using the same accounting policies and

methods of computation as were used for the financial statements for the year ended

31 March 2012.

2. New accounting standards issued during the period and not yet effective

During the period, the Federation of Accounting Professions issued the financial

reporting standard TFRS 8: Operating Segments, which is effective for fiscal years

beginning on or after 1 January 2013.

The Company’s management believes that this financial reporting standard will not

have any significant impact on the financial statements when it is initially applied.

3. Related party transactions

During the periods, the Company had significant business transactions with related

parties. Such transactions, which are summarised below, arose in the ordinary course

of business and were concluded on commercial terms and bases agreed upon

between the Company and those related parties.

(Unit: Million Baht)

Relationship

Consolidated

financial statements

Separate

financial statements Pricing policy

For the three-month periods

ended 30 September

2012 2011 2012 2011

Transactions with subsidiaries

(eliminated from the consolidated financial statements)

Service income

VGI Advertising Media Co.,Ltd. Subsidiary - - 9.3 9.1 Contract price

888 Media Co.,Ltd. Subsidiary - - 0.7 0.6 Contract price

Point Of View (POV) Media Group Co.,Ltd. Subsidiary - - 2.3 0.3 Contract price

VGI Advertising China Company Limited Subsidiary - - 0.3 0.2 Contract price

Total - - 12.6 10.2

Interest income

VGI Advertising Media Co.,Ltd. Subsidiary - - 0.6 2.2 Contract rate

999 Media Co.,Ltd. Subsidiary - - 0.2 - Contract rate

Total - - 0.8 2.2


3


Relationship

Consolidated


Separate


For the three-month periods

ended 30 September

2012 2011 2012 2011

Other income

Point Of View (POV) Media Group Co.,Ltd. Subsidiary - - - 0.1 Contract rate

Costs of services

VGI Advertising Media Co.,Ltd. Subsidiary - - 0.1 - Contract price

999 Media Co.,Ltd. Subsidiary - - 3.8 - Contract price


Point Of View (POV) Media Group Co.,Ltd. Subsidiary - - 22.8 - Contract price

Total - - 27.4 0.1

Dividend income

VGI Advertising Media Co.,Ltd. Subsidiary - - 114.0 - Announce rate

888 Media Co.,Ltd. Subsidiary - - 6.8 - Announce rate

Point Of View (POV) Media Group Co.,Ltd. Subsidiary - - 12.0 - Announce rate

Total - - 132.8 -

Transactions with related parties

Service income

Bangkok Mass Transit System PLC. Parent company 4.8 4.7 4.8 4.7 Contract price

Bangkok Smartcard System Co., Ltd. Common directors 2.6 - 2.1 - Contract price

Carrot Rewards Co., Ltd. Common directors 2.6 - 2.1 - Contract price

Total 10.0 4.7 9.0 4.7

Concession fee and administrative expenses


Employee stock option

BTS Group Holdings PLC. Parent company of

the group 1.1 0.2 1.1 0.2 Announce rate

Selling expense


BTS Assets Co., Ltd. Common directors 2.1 - 2.1 - Contract price

Total 2.2 - 2.2 -

Rental expenses

Dnal Co.,Ltd. Common directors 4.9 3.2 4.9 3.2 Contract price


the group - 0.2 - 0.2

Contract price

Total 4.9 3.4 4.9 3.4

Service Expenses

Hwa Kay Thai (Thailand) Co.,Ltd. Common directors - 0.1 - 0.1 Contract price


4


Relationship

Consolidated


Separate


For the six-month periods

ended 30 September

2012 2011 2012 2011

Transactions with subsidiaries

(eliminated from the consolidated financial

statements)

Service income




VGI Advertising China Company Limited Subsidiary - - 0.5 0.2 Contract price

Total - - 25.1 19.1

Interest income

VGI Advertising Media Co.,Ltd. Subsidiary - - 1.6 3.7 Contract rate

999 Media Co.,Ltd. Subsidiary - - 0.3 - Contract rate

Total - - 1.9 3.7

Other income




Total - - 0.6 0.2

Dividend income

VGI Advertising Media Co.,Ltd. Subsidiary - - 114.0 - Announce rate

VGI Multi-Tech International Co.,Ltd. Subsidiary - - - 39.7 Announce rate

888 Media Co.,Ltd. Subsidiary - - 6.8 - Announce rate

Point Of View (POV) Media Group Co.,Ltd. Subsidiary - - 12.0 - Announce rate

Total - - 132.8 39.7

Costs of services




Point Of View (POV) Media Group Co.,Ltd. Subsidiary - - 25.4 - Contract price

Total - - 32.5 1.3

Transactions with related parties

Service income



Carrot Rewards Co., Ltd. Common directors 6.4 - 5.6 - Contract price


Total 23.1 9.0 21.5 9.0

Concession fee and administrative expenses



5


Relationship

Consolidated


Separate


For the six-month periods

ended 30 September

2012 2011 2012 2011

Employee stock option


the group 1.1 0.2 1.1 0.2

Announce rate

Selling expense



Total 2.2 - 2.2 -

Rental expenses

Dnal Co.,Ltd. Common directors 9.2 6.2 9.2 6.2 Contract price


the group - 0.2 - 0.2

Contract price

Total 9.2 6.4 9.2 6.4

Service Expenses

Hwa Kay Thai (Thailand) Co.,Ltd. Common directors 0.1 0.2 0.1 0.2 Contract price

As at the dates of the statements of finance position, the outstanding balances of the

accounts between the Company and those related parties were shown as follows:


Consolidated


Separate


30 September

2012

31 March

2012

30 September

2012

31 March

2012

(Audited) (Audited)

Trade and other receivables - related

parties (Note 5)

Bangkok Mass Transit System PLC. 3,387 3,387 3,387 3,387

Bangkok Smartcard System Co., Ltd. 1,284 - 1,284 -

Carrot Rewards Co., Ltd. 1,284 - 1,284 -

VGI Advertising Media Co.,Ltd. - - 117,739 3,977

999 Media Co.,Ltd. - - 121 74

888 Media Co.,Ltd. - - 218 223

Point of View (POV) Media Group Co.,Ltd. - - 958 719

Total 5,955 3,387 124,991 8,380

Short-term loans to related parties

VGI Advertising Media Co.,Ltd. - - 75,000 120,000

999 Media Co.,Ltd. - - 20,000 10,000

Total - - 95,000 130,000

Prepaid expenses - related party (Note 6)

BTS Group Holdings PLC. 1,608 2,153 1,608 2,153


6


Consolidated


Separate


30 September

2012

31 March

2012

30 September

2012

31 March

2012

(Audited) (Audited)

Deposits - related parties (Note 10)

Bangkok Mass Transit System PLC. 502 382 502 382

Dnal Co.,Ltd. 3,850 3,211 3,094 2,455

Total 4,352 3,593 3,596 2,837

Trade and other payables - related parties

(Note 11)

Bangkok Mass Transit System PLC. 39,231 420,083 39,231 420,083

Bangkok Smartcard System Co., Ltd. 71 - 71 -

BTS Assets Co., Ltd. 2,125 - 2,125 -

Dnal Co.,Ltd. 5,564 1,773 5,167 1,398

Hwa Kay Thai (Thailand) Co.,Ltd. 52 67 42 52

VGI Advertising Media Co.,Ltd. - - - 243

999 Media Co.,Ltd. - - 1,438 246

888 Media Co.,Ltd. - - 572 -

Point of View (POV) Media Group Co.,Ltd. - - 13,913 552

Total 47,043 421,923 62,559 422,574

During the six-month period ended 30 September 2012, movements of the short-term

loans to related parties account were summarised below.


Separate financial statements

Balance as at

31 March 2012

Movements

during the period

Balance as at

30 September 2012

(Audited) Increase Decrease

Short-term loans to related parties

VGI Advertising Media Co., Ltd. 120,000 37,000 (82,000) 75,000

999 Media Co., Ltd. 10,000 10,000 - 20,000

Total 130,000 47,000 (82,000) 95,000

As at 30 September 2012, the Company had short-term loan agreements in the form

of promissory notes with the subsidiaries with a total amount of Baht 95 million (31

March 2012: Baht 130 million). The loans carry interest at the higher of the fixed

deposit rate and bill of exchange rate, invested by the Company, announced by local

commercial banks, plus a certain spread. The loans are repayable not later than 3

months after draw down and are not collateralised.


7

Directors and management’s benefits

During the three-month and six-month periods ended 30 September 2012 and 2011,

the Company and its subsidiaries had employee benefit expenses of their directors and

management as below


Consolidated


Separate


For the three-month periods ended 30 September

2012 2011 2012 2011

Short-term employee benefits 13.8 13.2 13.7 13.2

Post-employment benefits 0.6 0.5 0.6 0.5

Share-based payment 0.5 0.1 0.5 0.1

Total 14.9 13.8 14.8 13.8


Consolidated


Separate


For the six-month periods ended 30 September

2012 2011 2012 2011

Short-term employee benefits 27.3 24.2 27.2 23.9

Post-employment benefits 1.2 1.1 1.2 1.0

Share-based payment 0.7 0.1 0.7 0.1

Total 29.2 25.4 29.1 25.0

4. Cash and cash equivalents

As at the dates of the statements of financial position, the balances of cash and cash

equivalents were comprised as follows:


Consolidated


Separate


30 September

2012

31 March

2012

30 September

2012

31 March

2012

(Audited) (Audited)

Cash 203 15 76 -

Current deposits and saving deposits 185,830 270,025 116,248 171,666

Fixed deposits with maturity date due

not more than 3 months 19 19 19 19

Certificates of Deposits 105,072 - 50,051 -

Bills of exchange - 111,194 - 50,479

Total 291,124 381,253 166,394 222,164


8

As at 30 September 2012, bank deposits in saving accounts, fixed deposits and Certificates of Deposits carried interests between 0.10 and 3.05 percent per annum (31 March 2012: 0.10 and 3.50 percent per annum).

5. Trade and other receivables

As at the dates of the statements of financial position, the balances of trade accounts receivable aged on the basis of due dates and the balances of other receivables were summarised below.


Consolidated


Separate


30 September

2012

31 March

2012

30 September

2012

31 March

2012

(Audited) (Audited)

Trade accounts receivable - related

parties

Age of receivables

Not yet due 4,486 3,387 8,133 6,120

Past due

Up to 3 months 1,469 - 2,651 1,881

Total trade accounts receivable -

related parties 5,955 3,387 10,784 8,001

Trade accounts receivable -

unrelated parties

Age of receivables

Not yet due 430,418 340,641 306,398 203,848

Past due

Up to 3 months 249,015 111,510 175,402 79,649

3 - 6 months 18,322 8,975 11,993 7,066

6 - 12 months 8,026 6,390 7,025 6,189

Over 12 months 5,937 3,906 5,840 3,457

Total 711,718 471,422 506,658 300,209

Less: Allowance for doubtful accounts (9,694) (9,694) (9,473) (9,473)

Total trade accounts receivable -

unrelated parties - net 702,024 461,728 497,185 290,736

Posted date cheques 17,452 18,161 13,205 6,087

Total trade accounts receivable - net 719,476 479,889 510,390 296,823

Other receivables

Interest receivable - related parties - - 209 379

Dividend receivable - related parties - - 113,998 -

Other receivables 649 988 445 598

Total other receivables 649 988 114,652 977

Total trade and other receivables 726,080 484,264 635,826 305,801


9

6. Prepaid expenses


Consolidated


Separate


30 September

2012

31 March

2012

30 September

2012

31 March

2012

(Audited) (Audited)

Prepaid expenses - related parties 1,608 2,153 1,608 2,153

Prepaid expenses - unrelated parties 82,442 61,066 3,915 4,603

Total prepaid expenses 84,050 63,219 5,523 6,756

7. Investment in subsidiaries

As at the dates of the statements of financial position, details of investment in

subsidiaries’ balances as presented in separate financial statements were as follows:


Company’s name Paid-up capital

Shareholding

percentage Cost

Dividend received for

six-month periods

ended 30 September

30

September

2012

31

March

2012

30

September

2012

31

March

2012

30

September

2012

31

March

2012 2012 2011

(Audited) (%) (%) (Audited)

VGI Advertising Media

Co.,Ltd. 10,000 10,000 100 100 10,000 10,000 113,998 -

VGI Multi-Tech

International Co.,Ltd. 22,500 22,500 100 100 22,500 22,500 - 39,697

999 Media Co.,Ltd. 7,500 7,500 100 100 3,000 3,000 - -

888 Media Co.,Ltd. 20,000 20,000 100 100 20,000 20,000 6,800 -

Point of View (POV) Media

Group Co.,Ltd. 40,000 40,000 100 100 90,000 90,000 12,000 -

VGI Advertising China

Co., Ltd. 63,189 44,433 100 100 63,189 44,433 - -

Total 208,689 189,933 132,798 39,697

Add: Surplus on business combination under common control 35,510 35,510 - -

Total investment in subsidiaries 244,199 225,443 132,798 39,697

The acquisitions of VGI Advertising Company Limited, VGI Multi-Tech International

Company Limited, and 999 Media Company Limited in 2008 and the acquisition of 888

Media Company Limited in 2009 were considered to be a business combination under

common control. The Company recorded the difference between the costs of business

combination under common control and the equity interest of the Company in net book

value of the acquired subsidiaries on the acquisition date total amounting to Baht 35.5

million as a “Surplus on business combination under common control” and presented in

other components of shareholders’ equity in the statements of financial position.


10

On 24 August 2012, the Company paid USD 0.6 million (approximately Baht 18.8

million) to acquire additionally issued share capital of the subsidiary (VGI Advertising

China Company Limited), in accordance with a resolution of meeting No.3/2011 of the

Company’s Board of Directors. As at 30 September 2012, the subsidiary had a

registered and paid-up capital of USD 2.0 million (approximately 63.2 million).

On 27 September 2012, a meeting of Board of Directors of a subsidiary (VGI

Advertising Media Co., Ltd.) passed a resolution to pay an interim dividend of

approximately Baht 114.0 million (at a rate of Baht 1,140.00 per share) to the

Company in respect of its past operating results. This interim dividend will be paid to

the shareholders within 29 October 2012.

On 17 July 2012, a meeting of Board of Directors of a subsidiary (Point of View (POV)

Media Group Co., Ltd.) passed a resolution to pay an interim dividend of approximately

Baht 12.0 million (at a rate of Baht 3.00 per share) to the Company in respect of its

past operating results. The subsidiary paid the dividend on 16 August 2012.

Subsequently, on 27 July 2012, the Annual General Meeting of the shareholders of the

subsidiary ratified the dividend payment.

On 17 July 2012, a meeting of Board of Directors of a subsidiary (888 Media Co., Ltd.)

passed a resolution to pay an interim dividend of approximately Baht 6.8 million (at a

rate of Baht 3.40 per share) to the Company in respect of its past operating results.

The subsidiary paid the dividend on 16 August 2012. Subsequently, on 27 July 2012,

the Annual General Meeting of the shareholders of the subsidiary ratified the dividend

payment.

On 9 June 2011, a meeting of Board of Directors of a subsidiary (VGI Multi-Tech

International Co., Ltd.) passed a resolution to pay an interim dividend of approximately

Baht 39.7 million (at a rate of Baht 4.41 per share) to the Company in respect of its

past operating results. The subsidiary paid the dividend on 30 June 2011.

Subsequently, on 20 July 2011, the Annual General Meeting of the shareholders of the

subsidiary ratified the dividend payment.


11

8. Equipment

Movements of equipment account during the six-month period ended 30 September

2012 was as follows:


Consolidated


Separate


Cost

Balance as at 31 March 2012 759,200 401,543

Additions during the period 96,311 84,523

Disposals during the period (775) (575)

Transfer out to intangible assets (2,154) (2,154)

Balance as at 30 September 2012 852,582 483,337

Accumulated depreciation


Depreciation for the period 48,796 21,074

Depreciation on disposals (62) (9)


Translation adjustment (73) -

Net book value

31 March 2012 227,859 166,206

30 September 2012 272,434 226,935

Depreciation for the three-month and six-month periods ended 30 September 2012

amounted approximately of Baht 22.7 million and Baht 43.9 million respectively

included in costs of services and the balance approximately of Baht 2.6 million and

Baht 4.9 million respectively included in administrative expenses (the Company only:

Baht 9.5 million and Baht 17.8 million, respectively and Baht 1.7 million and Baht 3.3

million, respectively (2011: Baht 22.4 million and Baht 44.0 million, respectively and

Baht 1.4 million and Baht 2.8 million, respectively (the Company only: Baht 8.1 million

and Baht 15.7 million, respectively and Baht 1.2 million and Baht 2.3 million,

respectively)).


12

9. Intangible assets

Movements of intangible assets account during the six-month period ended 30

September 2012 was as follows:


Consolidated


Separate


Cost


Addition during the period 840 840

Transfer in 2,154 2,154


Accumulated amortisation


Amortisation for the period 2,090 1,918


Net book value

31 March 2012 8,810 7,868

30 September 2012 9,714 8,944

The Company and its subsidiaries recorded an amortisation of intangible assets for the

three-month and six-month periods ended 30 September 2012 and 2011 in

administrative expenses in the statements of comprehensive income.

10. Other non-current assets


Consolidated


Separate


30 September

2012

31 March

2012

30 September

2012

31 March

2012

(Audited) (Audited)

Deposits - related parties 4,352 3,593 3,596 2,837

Deposits - unrelated parties 6,170 3,982 4,556 2,347

Prepaid of concession fees and

maintenance fees over one year 5,026 28,135 - -

Loans to employees 2,680 2,480 2,235 2,035

Total other non-current assets 18,228 38,190 10,387 7,219


13

Loans to employees

Given the flood situation in 2011, the Company arranged a special project to lend

money to employees of the Company and its subsidiaries at no interest, in order to

offer relief to those affected. The loans are to be repaid in installments within 3 years

after drawdown and were made under conditions and regulations defined by the

Company.

11. Trade and other payables


Consolidated


Separate


30 September

2012

31 March

2012

30 September

2012

31 March

2012

(Audited) (Audited)

Trade payables - related parties 47,043 421,923 62,559 422,574

Trade payables - unrelated parties 88,414 43,746 66,795 24,905

Other payables 1,346 2,849 1,346 2,722

Total trade and other payables 136,803 468,518 130,700 450,201

12. Accrued expenses

As at 30 September 2012, the Company had certain amount recorded as a part of

accrued expenses relating to the Company’s operations and provisions amounted to

Baht 90.7 million (31 March 2012: Baht 136.4 million). However, the management of

the Company believes that the actual expenses will be closed to their estimation as

recorded.

13. Share capital

On 30 March 2012, the Extraordinary General Meeting of the Company’s shareholders

No. 2/2012 approved a change in the par value of the ordinary shares from Baht 10

each to Baht 1 each. As a result, the Company’s registered and paid-up share capital

of Baht 100 million comprises 100 million ordinary shares of Baht 1 each. In addition,

the meeting also approved the increase of the Company’s registered share capital

from Baht 100 million (100 million ordinary shares of Baht 1 each) to Baht 400 million

(400 million ordinary shares of Baht 1 each). The Company registered the change in

the par value of its shares and the increase of its registered share capital with the

Ministry of Commerce on 2 April 2012.


14

Subsequently, on 8 May 2012 the Company has offered the issuance of 174 million

additional ordinary shares with a par value of Baht 1 each to its existing shareholders

at Baht 1 per share. The Company registered the increase of its capital with the

Ministry of Commerce on 11 May 2012.

In addition, on 14 August 2012, the Extraordinary General Meeting of the Company’s

shareholders No. 3/2012 approved an increase of the Company’s issued and paid-up

capital from Baht 274 million (274 million ordinary shares of Baht 1 each) to Baht 300

million (300 million ordinary shares of Baht 1 each), through the issuance of 26 million

additional ordinary shares with a par value of Baht 1 each, to be offered by private

placement to the existing shareholders of the parent company of the group and of the

parent company of the Company at a price of Baht 35 per share. The remaining

additional ordinary shares from the public placement will be offered to the public. The

Company has issued the new shares and registered the increase of its capital with the

Ministry of Commerce on 4 October 2012.

14. Service income

For the three-month and six-month periods ended 30 September 2012 and 2011,

service income was consisted of the following:


Consolidated


Separate



2012 2011 2012 2011

Advertising income 630,995 446,996 438,547 262,876

Income from renting of spaces 52,337 42,043 52,337 42,043

Other service income 51,537 39,029 44,640 25,154

Total 734,869 528,068 535,524 330,073


Consolidated


Separate



2012 2011 2012 2011

Advertising income 1,178,348 839,180 783,051 495,680

Income from renting of spaces 101,674 82,822 101,674 82,822

Other service income 105,150 77,319 83,036 46,586

Total 1,385,172 999,321 967,761 625,088


15

15. Corporate income tax

Corporate income tax of the Company and its subsidiaries for the three-month and

six-month periods ended 30 September 2012 and 2011, calculated from profit before

tax for the period of the Company and its subsidiaries, after adding back expenses

which are disallowable for tax computation purposes, using the estimated effective tax

rate for the year.

16. Earnings per share

Basic earnings per share is calculated by dividing profit for the period attributable to

equity holders of the Company (excluding other comprehensive income) by the

weighted average number of ordinary shares in issue during the period.

As discussed in Note 13 to the interim financial statements, the par value of the

Company’s ordinary shares has changed therefore the Company has adjusted the

number of ordinary shares in issue during the three-month and six-month periods

ended 30 September 2011 in proportion to the change in the number of shares as a

result of the change in par value from Baht 10 each to Baht 1 each. The number of

ordinary shares is adjusted as if the change in the par value of its ordinary shares had

occurred at the beginning of the earliest period reported. For comparative purposes,

earnings per share of the prior period have been recalculated to reflect the impact of

this change.

The following table sets forth the computation of basic earnings per share:

Consolidated


Separate



2012 2011 2012 2011

Profit for the period (Thousand Baht) 253,099 96,469 349,436 55,301

Weighted average number of ordinary

shares (Thousand shares) 274,000 100,000 274,000 100,000

Earnings per share (Baht/share) 0.92 0.96 1.28 0.55

Consolidated


Separate



2012 2011 2012 2011

Profit for the period (Thousand Baht) 412,989 176,817 483,021 148,933

Weighted average number of ordinary

shares (Thousand shares) 235,016 100,000 235,016 100,000

Earnings per share (Baht/share) 1.76 1.77 2.06 1.49


16

17. Dividend payment

On 8 May 2012, the meeting of the Company’s Board of Directors No. 4/2012 agreed

to pay interim dividend to the shareholders of Baht 80 million (at a rate of Baht 0.8 per

share) in respect of the Company’ operation results in the past and to set aside of

retained earnings to the statutory reserve in amounting approximately of Baht 11.6

million. The Company paid the dividend on 10 May 2012.

On 20 July 2011, the Annual General Meeting of the Company’s shareholders passed

a resolution to pay a dividend of Baht 250 million (at a rate of Baht 25 per share) in

respect of the Company’ operation results in the past. The Company paid the dividend

on 22 July 2011.

18. Segment information

The operations of the Company and its subsidiaries are mainly carried in Thailand and

divided into three major business segments, namely, the elevated mass transit system

segment (“BTS segment”), advertising spaces in modern trade (“Modern trade

segment”), advertising spaces in office buildings and other segments (“Office buildings

segment and others”). The financial information by business segments for the three-

month and six-month periods ended 30 September 2012 and 2011 were as follows:


BTS segment

Modern trade

segment

Office buildings

segment

and others

Elimination of

inter-segment

revenues

Consolidated

financial

statements


2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

Revenues from external

customers 372.2 293.1 310.7 215.3 52.1 19.7 - - 735.0 528.1

Inter-segment revenues 33.4 10.2 - - 12.6 0.1 (46.0) (10.3) - -

Total revenues 405.6 303.3 310.7 215.3 64.7 19.8 (46.0) (10.3) 735.0 528.1

Segment income 305.9 129.6 79.8 65.7 38.8 13.1 424.5 208.4

Unallocated income and

expenses:

Other income 3.1 7.0

Selling expenses (16.3) (9.3)

Administrative expenses (77.6) (61.7)

Other expenses - (0.4)

Finance cost (0.1) (0.1)

Corporate income tax (80.5) (47.4)

Profit for the period 253.1 96.5


17


BTS segment

Modern trade

segment

Office buildings

segment

and others

Elimination of

inter-segment

revenues

Consolidated

financial

statements


2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

Revenues from external

customers 679.7 585.3 617.9 376.4 87.5 37.6 - - 1,385.1 999.3

Inter-segment revenues 43.4 19.1 - - 25.1 1.3 (68.5) (20.4) - -

Total revenues 723.1 604.4 617.9 376.4 112.6 38.9 (68.5) (20.4) 1,385.1 999.3

Segment income 501.6 256.0 160.7 97.8 66.9 24.7 729.2 378.5

Unallocated income and

expenses:

Other income 6.2 15.2

Selling expenses (34.4) (18.6)

Administrative expenses (154.0) (111.2)

Other expenses - (0.7)

Finance cost (0.1) (0.3)

Corporate income tax (133.9) (86.1)

Profit for the period 413.0 176.8

19. Financial assets and liabilities denominated in foreign currencies

As at the dates of the statements of financial position, the Company and its

subsidiaries had financial assets and liabilities denominated in foreign currencies

which the Company does not use derivatives to manage its foreign currency risk as

follows;

30 September 2012 31 March 2012

Average exchange rate

as at 30 September 2012 Foreign currency

Financial

assets

Financial

liabilities

Financial

assets

Financial

liabilities

(Audited) (Audited) (Baht per 1 foreign currency unit)

(Million) (Million) (Million) (Million)

USD 0.6 0.1 0.3 0.2 30.8288

RMB 3.3 2.0 3.1 0.8 4.8997

20. Commitments and contingent liabilities

As at the dates of the statements of financial position, the Company and its

subsidiaries had outstanding commitments as follows:

20.1 Guarantees

As at 30 September 2012, the Company had outstanding bank guarantees of

approximately Baht 22.6 million issued by banks on behalf of the Company in respect

of certain performance bonds as required under the agreements. The Company has

not pledged of any assets as collateral of the guarantees.


18

20.2 Commitments under agreements

a) On 18 May 2012, the Company entered into an agreement with its parent company for

obtaining the license to manage and provide advertising spaces on the BTS stations,

the BTS trains and to manage the service of merchandising areas and marketing

activities on the BTS stations, including for commercial broadcasting through plasma

screens and LCD screens for a period of 17 years. Under this agreement, the

Company has to invest in all advertising equipment, construction and installation costs

of platform screen doors in the area of BTS’s stations and all related expenses as

stipulated in the agreement. In addition, the Company has to pay concession fee to its

parent company at the percentage of the Company’s total annual advertising income

generated from the provided areas (5 percent per annum in the first year to the fifth

year and the rate will be increased by 5 percent every 5 years till reached of 20

percent per annum in the sixteenth year and seventeenth year).

On 17 September 2012, the Company entered into the contracts with two

subcontractors in total amounting approximately of Baht 211.7 million and SGD 12.8

million for construction and installation of platform screen doors in the area of 9

stations of BTS.

b) As at 30 September 2012, the Company and its subsidiaries had outstanding

commitments with respect to minimum guarantee under the concession agreements

for managing and providing of advertising spaces in department stores, and other

related agreements. Fees payable within next 12 months as from the date on the

financial statements amounting to approximately Baht 601.6 million and RMB 1.9

million, while approximately Baht 899.5 million and RMB 11.3 million is payable within

2 and 5 years. These amounts will be adjusted in accordance with actual performance,

based on certain rates stipulated in the agreements.

c) As at 30 September 2012, the Company and its subsidiaries had outstanding

commitments which future payments are required amounting to Baht 154.0 million, and

RMB 0.1 million in respect of rental and services agreements.

21. Approval of financial statements

These interim financial statements were authorised for issue by the Company’s Board

of Directors on 1 November 2012.

Documents

VGI Global Media Public Company Limited and its ...vgi.listedcompany.com/misc/FS/20121101-VGI-FS2Q2012-EN.pdf · I have reviewed the accompanying consolidated statement of financial