Page 1

Annual Report TPARK LOGISTICS PROPERTY FUND: TLOGIS For period from January 1, 2012 to December 31, 2012

This English version of this Annual Report is only for informational purposes. Interpretation and construction must still be base on the Thai Text.


Table of contents Page Messages from the Management Company

1

TPARK Logistics Property Fund

2

Details of the Property Manager

3

Details of Investment

4

Details of the lmmovable Properties

5

Details of the Purchase of lmmovable Properties

11

Details of Sale of Immovable Properties

13

Details of Loan of Funds

13

Ready-Built Factory Market Situation and Outlook

14

Total Expenses as called from Property Fund

15

List of Related Persons having transactions with the Mutual Funds

15

managed by BBL Asset Management Company Limited List of Soft commission

16

Mutual Fund Supervisor Report

17

Auditor Report and Financial Statements

18

Information for the Guarantor of Revenue for the Fund

47

BBL Asset Management Company Limited

52


Messages from the Management Company To

All Unitholders TPARK Logistics Property Fund

BBL Asset Management Company Limited (“the Management Company”) would like to submit the Annual Report for the performance of the TPARK Logistics Property Fund (“the Fund”) in 2012 to our Unitholders.

The 2012 performance improved from the year 2011 due to an increase in the income from rent and services. The Total Income for 2012 was Baht 260.2 million, the Net Investment Income was Baht 218.9 million and the Net Increase in Net Assets was Baht 204.3 million.

At the end of 2012, the Management Company offered and sold approximately Baht 2,000 million worth of additional Investment Units and had used the funds received to invest in 36 additional warehouse units. The income from the additional investment was realized for the first time in December of 2012. At the end of 2012, the Fund had a market asset value of approximately Baht 4,800 million. The current investments of the Fund include 63 units of warehouse on a total land area of 286 rais in 5 major projects in the northern and eastern parts of Bangkok with a total rentable area of 243,625 square meters.

The Management Company would like to offer our sincere appreciation to all our Unitholders who have entrusted us to manage your investments. We will continue to invest the assets under our management for the utmost interest of our Unitholders under the principle of good governance.

Your faithfully, BBL Asset Management Company Limited

1


TPARK Logistics Property Fund Abbreviation as “TLOGIS�

The Asset Management Company BBL Asset Management Company Limited

Type of the Fund Project Close - end Property Fund

Project Life Not Specified

Objectives The mobilize funds from Thai and foreign individuals include juristic investors. The mobilize funds will be used to purchase, lease and/or sublease immovable properties by taking a transfer of ownership of immovable properties, leasehold interests and/or sublease right. To derive benefits from immovable properties, the fund will lease, sublease, transfer and/or liquidate invested or acquired properties include, but not limit to renting or sublease properties to operators to finding benefits from and properties, fixing, improving, altering, changing, extending, constructing and developing properties. By applying for or taking a transfer of relevant and necessary licensable from the competent authorization. The purpose of this fund is to generate steady dividends and increase the Fund’s net asset value in the long-run and to invest in other properties and/or securities and/or finding interest by means as prescribed by securities law and/or any other relevant laws.

Dividend Payment Policy The Project has a policy to pay dividends to unitholders at least twice a year. (1)

In case that the Fund has net profits in each year, the Management Company shall pay dividends not less than 90% of annual net profits to unitholders. Provided that the aforementioned net profits are exclusive of unrealized profits from appraisal or reappraisal of the immovable properties, securities and/or assets of the Fund

(2)

In case that the Fund has retained earnings, the Management Company may pay dividends from retained earnings to unitholders. However, the dividend payment from the aforementioned net profits and retained earnings can be made only when such payment does not increase accumulated losses to the Fund.

2


The Management Company shall pay the said dividends to unitholders within 90 days from the end of the accounting period or any other operating period. Additional Condition In considering for making dividend payments, if the amount of interim dividends per unit to be paid is lower than or equal to Baht 0.10, the Management Company reserves the right not to pay dividends at that time and to combine such dividends together with next dividend payment. The Management Company shall proceed in accordance with dividend payment criteria as specified. However, if such criteria are otherwise amended, supplemented, announced, prescribed, instructed, approved and/or relaxed by the SEC, the Office of the SEC, and/or any other competent authority under law, the Management Company shall proceed accordingly. In such event, it shall be deemed that approval has been obtained from Unitholders and it shall not be deemed as an amendment to the Project. Project Capital

Baht 4,469,061,581

(Registration)

(Baht Four Billion, Four Hundred and Sixty-Nine Million, Sixty-One Thousand and Five Hundred and Eighty-One)

Number of Units

413,839,310 Units (Four Hundred and Thirteen Million, Eight Hundred and Thirty-Nine Thousand and Three Hundred and Ten Units)

Type of Investment units

Holder name specified

Trustee

Kasikornbank Public Company Limited Tel. 0-2470-3200-2

Investment Units Registrar

Bangkok Bank Public Company Limited Tel. 0-2230-1784

Property Fund Manager

Mrs. Voravan

Tarapoom

Mr. Sudhipongse

Phuaphanpraser

Ms. Warisara

Techakulwirot

Ms. Siriphen

Wangdumrongves

Mr. Apiched

Ritsuwan

Property Manager

TICON Industrial Connection Public Company Limited 175 Sathorn City Tower, 13th Floors, South Sathorn Road, Sathorn, Bangkok. Tel. 0-2679-6565

3


Details of Investment As of December 31, 2012

Assets

Market Value

% of Net

(Baht)

Asset Value

112,490,035

2.46

29,877,882

0.65

142,367,917

3.11

4,506,305,381

98.47

4,506,305,381

98.47

32,640,200

0.71

17,379

0.00

794,944

0.02

33,452,523

0.73

4,682,125,821

102.31

Accrued expenses

(13,156,867)

-0.29

Deposits for lease of assets

(92,416,276)

-2.02

Others debt

(79,199)

-0.00

Total liabilities

(105,652,342)

-2.31

Net assets value

4,576,473,479

100.00

1. Cash at banks 2. Investments in securities Bond Total 3. Investments in Properties Property Total 4. Other assets Accounts receivable from leases Accounts receivable from interest Others assets Total Total assets 5. Other liabilities

No. of units Net asset value per unit

4

413,839,310

Units

11.0585

Baht


Details of the Immovable Properties As of December 31, 2012 Purpose of use : Land and warehouse building for rent in Ticon Logistics Park - Wangnoi, Ticon Logistics Park - Bangna, Ticon Logistics Park – Laemchabang, Ticon Logistics Park - Rojana and Ticon Logistics Park - Eastern Seaboard 1 Rental income : For period from January 1, 2012 to December 31, 2012 amounted 247,003,569 Baht The Fund invests in lands and warehouse buildings with total 63 units are as follows;

No.

Project

Warehouse

Building

Land Title Deed No.

Location

Land Area (Rai-NganSquare Wah)

Warehouase Space (Square Meter)

1

W2/1

5,850

2

W2/2

5,850

W2

25513

24 - 2 - 96

3

W2/3

5,850

4

W2/4

5,850

5

Ticon Logistics Park - Wangnoi

SM1

SM1

24728

Phayom Sub-district, Wangnoi District, Ayuthaya Province

20 - 2 - 90

10,706

6

W3/1

5,850

7

W3/2

5,850

W3

28625

23 - 2 - 24

8

W3/3

5,850

9

W3/4

5,850

5

Appraisal Value by (Baht) Details of Factory Buildings

Cost (Baht)

Nexus Property Consultants as of 20 Apr. 2012

Nexus Property Consultants as of 2 Aug. 2012

Nexus Property Consultants as of 28 Dec. 2012

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 4 units

401,261,568.99

405,800,000.00

Single storey, reinforced concrete building with mezzanine floor

424,388,956.73

457,700,000.00

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 4 units

418,710,868.05


No.

Project

Warehouse

Building

Land Title Deed No.

Location

Land Area (Rai-NganSquare Wah)

Warehouase Space (Square Meter)

10

W5/1

2,450

11

W5/2

2,450

12

Ticon Logistics Park - Wangnoi

W5

28628 W5/3

Phayom Sub-district, Wangnoi District, Ayuthaya Province

2,450

W5/4

2,450

14

W3/1

11,250

W3 15

W3/2

5,775

16

FZ3/1

2,450

17

FZ3/2

2,450

FZ3 18 19

11 - 1 - 83

30844 FZ3/3

Ticon Logistics Park - Bangna

2,450 Bang Samak Sub-district, Bang Pakong District, Chacheongsao Province

FZ3/4

20

FZ5/1

21

FZ5/2 FZ5

11 - 1 - 93

FZ5/3

2,450

23

FZ5/4

2,450

FZ1

FZ1

30846

Nexus Property Consultants as of 20 Apr. 2012

Nexus Property Consultants as of 2 Aug. 2012

174,714,611.85

308,398,457.00

305,000,000.00

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 4 units

196,078,266.00

193,100,000.00

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 4 units

193,292,954.00

198,500,000.00

2,450 2,450

30845

Cost (Baht)

2,450

22

24

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 2 units

18 - 2 - 4

887

Details of Factory Buildings

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 4 units

11 - 3 - 91

13

Appraisal Value by (Baht)

15 - 0 - 11

Single storey, reinforced concrete building with mezzanine floor

13,700

6

343,896,835.04

329,000,000.00

Nexus Property Consultants as of 28 Dec. 2012


No.

Project

Warehouse

Building

Land Title Deed No.

Location

Land Area (Rai-NganSquare Wah)

Warehouase Space (Square Meter)

25

M1.1/1

1,250

26

M1.1/2

1,250

27

M1.1/3

28 29

M1.1/4 Ticon Logistics Park - Bangna

M1.1

M1.1/5

4681

1,250 13 - 1 - 49

Details of Factory Buildings

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 4 units

1,250 Bang Wua Sub-district, Bang Pakong District, Chacheongsao Province

Appraisal Value by (Baht) Cost (Baht)

192,488,173.23

1,250

30

M1.1/6

31

M1.1/7

1,250

32

M1.1/8

1,250

33

M1.1/9

1,250

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 5 units

1,250

34

A

A

5,310

Single storey, reinforced concrete building with mezzanine floor

76,352,094.00

35

B

B

5,310

Single storey, reinforced concrete building with mezzanine floor

77,186,798.00

36

C

C

5,310

Single storey, reinforced concrete building with mezzanine floor

76,352,094.00

5,310

Single storey, reinforced concrete building with mezzanine floor

77,052,507.00

Ticon Logistics Park Laemchabang

152508 130252 104395 112194 112195

Nong Kham Sub-district, Sriracha District, Chonburi Province

Nexus Property Consultants as of 20 Apr. 2012

48 - 2 - 60

478,000,000.00

37

D

D

38

E

E

5,220

Single storey, reinforced concrete building with mezzanine floor

75,514,041.00

39

F

F

5,220

Single storey, reinforced concrete building with mezzanine floor

75,746,532.00

7

Nexus Property Consultants as of 2 Aug. 2012

Nexus Property Consultants as of 28 Dec. 2012


No.

Project

Warehouse

Building

Land Title Deed No.

Location

Land Area (Rai-NganSquare Wah)

Warehouase Space (Square Meter)

Appraisal Value by (Baht) Details of Factory Buildings

Cost (Baht)

40

G

G

2,570

Single storey, reinforced concrete building with mezzanine floor

41

H

H

1,930

Single storey, reinforced concrete building with mezzanine floor

28,507,589.00

1,450

Single storey, reinforced concrete building with mezzanine floor

21,446,366.00

1,000

Single storey, reinforced concrete building with mezzanine floor

13,994,834.00

2,900

Single storey, reinforced concrete building with mezzanine floor

41,959,827.00

42

I

43

I

152508 130252 104395 112194 112195

48 - 2 - 60

J

J

K

K

45

L

L

1,700

46

M

M

1,700

47

N

N

48

O

O

1,700

49

P

P

1,700

44

Ticon Logistics Park – Laemchabang

Nong Kham Sub-district, Sriracha District, Chonburi Province

59659 172407

9 - 2 - 26.6 4 - 1 - 62

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 5 units

1,700

8

36,580,476.00

143,094,791.61

Nexus Property Consultants as of 20 Apr. 2012

139,000,000.00

Nexus Property Consultants as of 2 Aug. 2012

Nexus Property Consultants as of 28 Dec. 2012


No.

Project

Warehouse

Building

50

W1/1

51

W1/2

52 53

Ticon Logistics Park Laemchabang

W1

Location

Land Area (Rai-NganSquare Wah)

172406

Nong Kham Sub-district, Sriracha District, Chonburi Province

W1 Ticon Logistics Park - Rojana

21 - 0 - 31.7

6,612 3,378 2,688

W1 31975

Uthai Sub-district, Uthai District, Phra Nakorn Si Ayutthaya Province

19 - 0 - 65

W3

57

W2

W2

3,204

58

W1

W1

2,706

172584

61

62

63

Ticon Logistics Park - Eastern Seaboard 1

7 - 3 - 17.3

W2/1

1,761

W2/2

1,761

W4

W4

172588

W5

W5

172587

W6

W6

Total

Cost (Baht)

Nexus Property Consultants as of 20 Apr. 2012

Nexus Property Consultants as of 2 Aug. 2012

Nexus Property Consultants as of 28 Dec. 2012

172586

Bowin Sub-district, Sriracha District, Chonburi Province

330,195,511.38

308,142,197.27

Single storey, reinforced concrete building with mezzanine floor Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 2 units

W2 60

Details of Factory Buildings

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 3 units

15,120

W3

59

Appraisal Value by (Baht)

Single storey, reinforced concrete building with mezzanine floor, 1 building, separating into 5 units

3,288

W1/5

55

Warehouase Space (Square Meter)

3,408

W1/4

54

56

W1/3

Land Title Deed No.

4-2-6

3,300

Single storey, reinforced concrete building with mezzanine floor

5 - 1 - 59.1

5,010

Single storey, reinforced concrete building with mezzanine floor

14 - 2 - 38.4

12,478

Single storey, reinforced concrete building with mezzanine floor

286 - 0 - 7.1

243,625

9

432,859,227.11

4,468,215,576.27

946,000,000.00

696,600,000.00

863,500,000.00


Notes: 1.

Factory no. 6 - 13, 25 - 33 and 45 - 63 have been purchased on November 29, 2012 - used as investment price (before due date of appraisal review or appraisal) according to rules and regulations of the Office of SEC.

2.

Both independent appraisers utilized income approach in undertaking the assessments for the properties since such properties are income-producing assets. Investors may review the appraisal reports at the Management Company.

3.

For warehouse Buildimgs Nos. 10 - 13, 48 and 59, Ticon Logistics Park Co., Ltd. As the Property Manager, has agreed with Fund the Fund that it will guarantee the tenant occupancy for a period of 1 year from the date of transfer of rights.The rent that the Property Manager will be subsidizing to the Fund shall be at the same rate presently paid by tenants on the condition that such subsidy shall only be for vacant units and shall not include cases where the tenants miss or default on their rent payment.

4.

The Management Company appointed TICON Industrial Connection Public Company Limited and TICON Logistics Parks Company Limited to be the Property Manager of the properties that the Fund currently invested.

10


Details of Purchase of Immovable Properties For period from January 1, 2012 to December 31, 2012 Transaction Date

:

November 29, 2012

Seller

:

TICON Logistics Park Company Limited

Objective

:

For Investment Unit : Baht Appraisal Value by

No.

TICON Logistics Park Project

Warehouse Name

1

W3/1

2

W3/2

Nexus Property Consultants as of 1 Jun. 2012

Location

Knight Frank (Thailand) Chartered as of 1 Jun. 2012

W3/3

4

W3/4 Wangnoi

5

W5/1

6

W5/2

102,200,000

Phayom Sub-district, Wangnoi District, Phra Nakorn Si Ayutthaya Province

174,600,589.04

114,022.81

192,362,550.98

125,622.25

143,001,404.62

93,386.99

41,700,000 42,400,000

W5/3

42,400,000

8

W5/4

41,500,000

9

M1.1/1

22,900,000

10

M1.1/2

22,500,000

11

M1.1/3

22,700,000

12

M1.1/4 M1.1/5

273,260.44

100,700,000

7

Bangna km.39

418,437,607.61 100,600,000

179,000,000

13

Purchase Expenses

99,100,000

429,000,000 3

Purchase price

Bang Wua Sub-district, Bang Pakong District, Chachoengsao Provice

23,200,000 177,000,000

22,700,000

14

M1.1/6

23,000000

15

M1.1/7

22,600,000

16

M1.1/8

23,100,000

17

M1.1/9

22,600,000

18

L

19

M

56,200,000

20

Laemchabang

N

21

O

22

P

Nong Kham Subdistrict, Sriracha District, Chonburi Province

143,000,000

27,700,000 28,600,000 28,700,000

11


Appraisal Value by No.

TICON Logistics Park Project

Warehouse Name

23

W1/1

24

W1/2

25

Laemchabang

W1/3

26

W1/4

27

W1/5

28

W1

29

Rojana

W3

Nexus Property Consultants as of 1 Jun. 2012

Knight Frank (Thailand) Chartered as of 1 Jun. 2012

Nong Kham Subdistrict, Sriracha District, Chonburi Province

329,000,000

326,800,000

Uthai Sub-district, Uthai District, Phra Nakorn Si Ayutthaya Province

309,000,000

Location

307,941,096.51

W2

63,200,000

31

W1

45,700,000

32

W2/1

29,600,000

34

Eastern Seaboard 1

W2/2 W4

329,980,018.12

239,800,000

30

33

Purchase price

29,600,000

Bowin Sub-district, Sriracha District, Chonburi Province

424,000,000

Purchase Expenses

215,493.26

201,100.76

432,576,733.12

282,493.99

1,998,900,000.00

1,305,380.50

56,200,000

35

W5

84,700,000

36

W6

189,900,000 1,990,000,000

1,982,600,000

Remark •

Both independent appraisers utilized income approach in undertaking the assessments for the properties since such properties are income-producing assets.

•

For Warehouse Buildings No. 5 - 8, 21 and 32, Ticon Logistics Park Co., Ltd, as the Property Manager, has agreed with the Fund that it will guarantee the tenant occupancy for a period of 1 year from the date of transfer of rights. The rent that the Property Manager will be subsidizing to the Fund shall be at the same rate presently paid by tenants on the condition that such subsidy shall only be for vacant units and shall not include cases where the tenants miss or default on their rent payment.

12


Details of Sale of Immovable Properties For period from January 1, 2012 to December 31, 2012 - None -

Details of Loan of Funds For period from January 1, 2012 to December 31, 2012 - None -

13


Ready-Built Factory Market Situation and Outlook The current logistics management costs in Thailand are substantially higher than many other countries, thus, has affected the competitiveness of the operators in Thailand. Therefore, effective logistics management to reduce the costs of products will enhance the competitiveness of exporters in Thailand as well as help in reducing the price of domestic consumer products. In addition, effective logistics management is also an important factor in attracting foreign investments to the country. At present, the number of logistics management companies has increased significantly and this service has become more essential in the transportation of products. Manufacturers, wholesalers, retailers and operators are increasingly relying on the expertise of logistics service providers to lessen the burden of conducting logistics themselves. Nevertheless, most logistics service providers do not have a policy of investing on the projects on their own since they believe real estate is not their main business. These companies prefer to only invest in vehicles, tools and IT equipments as well as in human resources development to enhance their competitiveness. Having to invest in real estate or properties incurs large fixed costs which would increase the financial risks to the companies. Therefore, the logistics business sector prefers that the real estate sector invests and develops the warehouses for rent rather than the logistics operators having to invest on their own. At present, there is a number warehouse for rent operators in Bangkok and its vicinity with the majority situated on Asia Highway, Bangna-Trad Highway and Rama II Road. However, most warehouse for rent operators still offer sub-standard facilities such as small warehouses, warehouses that are unable to support heavy weights, the layouts of warehouses do not facilitate the loading and unloading of products, storage spaces are not well designed which means less space to store products or difficult to locate stocks as well as the lack of effective infrastructure such as extra-wide roads for trailers. Therefore, such expansion of the logistics service provider business will increase the need for high quality warehouse for rent projects which are well situated and offer international standard facilities.

14


Total Expenses as called from Property Fund For period from January 1, 2012 to December 31, 2012 Fund's Direct Expenses*

Amount

% of Total Asset

(Thousand Baht) Management fee

4,444.25

0.15

740.71

0.03

Registrar fee

1,629.56

0.06

Property Management fee

7,774.98

0.26

15,776.98

0.54

Fund’s Setting Up Expenses - Written Off

899.03

0.03

Auditing fee

374.63

0.01

Asset Appraisal Fee

218.90

0.01

9,458.30

0.33

41,317.34

1.42

Trustee fee

Property Operation and Maintenance Expenses

Other Expenses Total** *

Included VAT

** Not included brokerage fee and other fees related to the purchasing and selling of securities.

List of related persons having transactions with the Mutual Funds managed by BBL Asset Management Company Limited As of December 31, 2012 No.

List of related persons

1

TICON Industrial Connection Public Company Limited.

2

TICON Logistics Park Company Limited.

The investor can inspect the transactions entered into with the related persons of the Mutual Funds at the Management Company directly or at the website (www.bblam.co.th) and the Office of SEC (www.sec.or.th)

15


List of Soft commission As of December 31, 2012 COMPANY

BENEFIT

REASON

BANK OF AMERICA, NATIONAL ASSOCIATION

Research paper

For fund benefit

BANK OF AYUDHYA PUBLIC COMPANY LTD.

Research paper and Indicative Yield

For fund benefit

BANGKOK BANK PUBLIC COMPANY LIMITED

Research paper and Indicative Yield

For fund benefit

BNP PARIBAS

Research paper and Indicative Yield

For fund benefit

CIMB THAI BANK PUBLIC COMPANY LIMITED

Research paper and Indicative Yield

For fund benefit

CITIBANK, N.A.

Research paper and Indicative Yield

For fund benefit

DEUTSCHE BANK AG.

Research paper and Indicative Yield

For fund benefit

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Research paper and Indicative Yield

For fund benefit

KASIKORNBANK PUBLIC COMPANY LIMITED

Research paper and Indicative Yield

For fund benefit

KRUNG THAI BANK PUBLIC COMPANY LIMITED

Research paper and Indicative Yield

For fund benefit

THANACHART BANK PUBLIC COMPANY LTD.

Indicative Yield

For fund benefit

TISCO BANK PUBLIC COMPANY LIMITED

Research paper and Indicative Yield

For fund benefit

UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED

Research paper and Indicative Yield

For fund benefit

STANDARD CHARTERED BANK (THAI) PUBLIC COMPANY LIMITED

Research paper and Indicative Yield

For fund benefit

TMB BANK PUBLIC COMPANY LIMITED

Research paper and Indicative Yield

For fund benefit

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

Research paper and Indicative Yield

For fund benefit

SIAM COMMERCIAL BANK PUBLIC COMPANY LTD.

Research paper and Indicative Yield

For fund benefit

ASIA PLUS SECURITIES PLC.

Indicative Yield

For fund benefit

16


17


Auditor Report and Financial Statements 31 December 2012

18


19


20


21


22


23


24


25


26


27


28


29


30


31


32


33


34


35


36


37


38


39


40


41


42


43


44


45


46


Information for the Guarantor of Revenue for the Fund (assets invested before the 2nd Capital Increase) TICON Industrial Connection Public Company Limited as the Property Manager agrees and guarantees under the Lease and Service Payments Guarantee Agreement with the Fund (assets invested before the 2nd Capital Increase) that the Fund will earn the net revenue after deducting common area service fee of not less than Baht 187,500,000 annually. However, the said guarantee amount shall not apply to the business interruption or force majeure events including fire, flood, storm, riot, war, or other natural disasters which are beyond the control of Property Manager.

1. Financial highlight Unit : Million Baht

Financial Statements for the past 3 years Balance Sheet

31 Dec. 2010

31 Dec.2011

31 Dec. 2012

Assets Current assets Cash and cash equivalents

183.23

136.83

361.54

Current investments

847.37

950.00

731.12

Trade accounts receivable - Net

41.59

106.90

119.24

Other current assets

45.97

62.05

126.08

1,118.17

1,255.77

1,337.98

Pledged deposits at financial Institutions

10.86

40.44

2.02

Accounts receivable from operating leases that have not

16.68

18.15

53.84

Investment in associates - Net

1,820.96

1,898.14

2,755.33

Property under development and available for rent / sale - Net

4,742.16

4,674.39

7,805.28

Property for rent - Net

Total current assets Non - current assets

3,921.05

6,315.46

5,883.05

Property, plant, equipment, and computer software - Net

577.77

607.77

871.65

Deferred tax assets

258.46

202.13

270.82

5.08

261.13

743.50

13.44

15.35

16.39

Total non - current assets

11,366.46

14,032.96

18,401.87

Total Assets

12,484.63

15,288.73

19,739.85

Deposit for land Other non - current assets

47


Financial Statements for the past 3 years Balance Sheet

31 Dec. 2010

31 Dec. 2011

31 Dec. 2012

Liabilities And Shareholders' Equity Current liabilities Short-term loans from financial institutions and liabilities under

1.72

1,606.10

745.08

196.07

329.33

666.06

57.14

239.14

-

-

-

-

1,000.00

850.00

2,350

3.15

-

-

229.06

24.90

141.69

14.37

18.60

43.06

1,601.52

3,068.08

3,945.90

864.33

761.39

-

-

-

354.66

4,150.00

5,300.00

7,150

-

18.93

21.57

7.13

7.44

3.85

264.66

392.70

367.13

-

-

-

Total non-current liabilities

5,286.12

6,480.46

7,897.22

Total Liabilities

6,887.64

9,548.54

11,843.12

Issued and paid up

686.34

781.01

877.47

Cash receipts from shared subscription

105.59

-

56.84

2,857.91

3,510.09

4,378.27

(20.46)

(19.09)

(24.41)

1,967.61

1,468.18

2,608.56

5,596.99

5,740.19

7,896.73

12,484.63

15,288.73

19,739.85

trust receipts Trade accounts payable & Other payable Long-term loans from related parties are due within one year Long-term loans due within one year Debentures due within one year Obligations under finance leases due within one year Corporate income tax payable Other current liabilities Total current liabilities Non - current liabilities Long - term loans from related party - Net Long - term loans - Net Debentures - Net Reserve for long - term employee benefits Deferred income tax liabilities Customer deposits Other liabilities

Shareholders’ equity

Premium on ordinary shares Excess of investment over book value of a subsidiary Retained earnings Total Shareholders’ equity Total Liabilities And Shareholders’ Equity

48


Income statements for the years

2010

2011

2012

Revenues Rental and related service income

850.87

880.23

1,053.01

Revenues from construction service

20.63

21.57

117.21

Utility income

16.52

20.59

23.02

1,894.93

1,076.47

4,364.45

107.49

113.44

105.07

43.01

19.08

98.52

-

-

82.71

2,933.45

2,131.39

5,843.98

194.49

248.12

392.29

15.90

18.98

97.95

Sales of properties Management fee income from associates Other income Conpensation from the insurance Total revenues Expense Cost of rental and related services Cost of construction services Cost of utilities

16.52

20.59

23.02

1,054.92

700.59

2,691.07

13.72

19.04

41.57

148.11

214.09

274.18

94.80

92.91

116.26

-

15.42

(15.42)

4.92

0.13

1.44

1,581.45

1,329.88

3,622.34

1,352.01

801.52

2,221.63

168.59

160.80

169.22

38.90

3.52

355.29

Deferred gain on sales of properties to associates

(219.03)

(63.20)

(458.69)

Income before financial charges and corporate income tax

1,340.46

902.64

1,967.45

Finance cost

(261.44)

(267.15)

(410.83)

Profit before corporate income tax

1,079.03

635.49

1,556.62

Corporate income tax

(257.93)

(199.09)

(260.05)

821.10

436.39

1,296.57

Cost of sales of properties Selling expenses Administrative expenses Depreciation and amortization expenses Impairment of properties to be invested that are being developed Other expenses Total expenses Income before share of profit from investments in associates, finance cost and income tax Share of profit from investments in associates Realized additional gain on sales of properties to associates

Net income

2. Procedure in practice according to the Lease and Service Payments Guarantee Agreement Ticon Industrial Connection Public Company Limited as the Property Manager has entered into the Lease and Service Payments Guarantee Agreement with the Fund (assets invested before the 2nd Capital Increase) of which it guarantees the minimum revenue and service for 7 years and 1 month commencing from 1 December 2009 to 31 December 2016 as follows: (1) From 1 December 2009 to 31 December 2009, net revenue after deducting common area service shall not be less than Baht 9,875,000 and,

49


(2) From 1 January 2010 to 28 September 2011 (before the 1st additional investment in properties of the Fund), net revenue after deducting common area service shall not be less than Baht 118,500,000. (3) From 29 September 2011 (the 1st additional investment in properties of the Fund) to 31 December 2011, net revenue after deducting common area service shall not be less than Baht 47,916,666.67. (4) From 1 January 2012 to 31 December 2016, net revenue after deducting common area service shall not be less than Baht 187,500,000 per annum (calendar year). Ticon Industrial Connection Public Company agreed to deliver a letter of guarantee issued by a commercial bank to the Fund annually throughout the guarantees period for the minimum revenue and service for the Fund. In 2012, the Fund received rental revenue and service totaled Baht 247,003,569.

3. Management Company’s Opinion Financial Ratio

2010

2011

2012

1.23

1.66

1.50

5.97

3.62

5.91

0.99

0.51

1.65

Long-term debt to equity ratio (times): Long-term debt equity Earnings Before Interest and Taxes coverage (EBIT) ratio (times): Net Profit + Interest Expense + Corporate Income Tax + Deferred gain on sales of properties to associates Interest Expense Coverage obligations ratio (times): (Net cash from operating activities + Interest Expense) (Repayments of long-term loans and debentures + dividend + Interest Expense)

Management Company positively viewed to the financial capability of (assets invested before the 2nd Capital Increase) of TICON Industrial Connection Plc. as the Property Manager to guarantee the minimum lease rental of the Fund as follows: • D/E Ratio reduced from 1.66 in 2011 to 1.50 in 2012, this is due to the Shareholders’ Equity of the Company which has increased from Baht 5,740.19 million in 2011 to Baht 7,896.73 in 2012. The main reason is because the Premium on Share from the exercise of warrants No. 1/2012 and increased accumulated profits from the Statement of Comprehensive Income in 2012, at the same time the Company had total debt of Baht 11,843.12 million which increased from Baht 9,548.54 million in 2011. However, the Company still had a higher Shareholders’ Equity than the additional debt incurred.

50


• The Solvency Ratios for repayment of interest and long-term debts in 2012 were at 5.91 and 1.65 respectively. Both ratios had improved from 2011 since the Company’s performance improved significantly from 2011. The Company’s net profits in 2012 increased to Baht 1,296.57 million from Baht 436.39 million in 2011. • To create investors’ confidence, TICON Industrial Connection Plc. had placed the minimum collateral of Baht 187.5 million per year in the form of a Bank Guarantee issued by a Thai commercial bank, to be the guarantee for the Fund during the rent guarantee period which the minimum rent guarantee will end on 31 December 2016. • Moreover, on 5 February 2013, TRIS Rating Agency announced the credit rating of the Company at A which reflects the status of the Company as the leader in the Ready-Built Factories and Warehouses for rent as well as its stable cash flow from factory and warehouse rent incomes. However, uncertainty in the recovery of the economy which may have an impact on the amount of investment is still a risk factor on the operations of the Company.

4. Comparison of actual revenue from the Fund’s earnings Unit : Baht 2011 From

From

1 Jan. - 30 Sep. 2011

1 Oct. - 30 Dec. 2011

Revenue from rental and service (actual) Income according to the Lease and Service

2012

124,150,826

41,716,951

230,924,802

118,500,000

47,916,666.67

187,500,000

2,027,985

(6,199,715,.67)**

43,424,802

Rental Guarantee Agreement Actual revenue higher (lower) than revenue from the Lease and Service Rental Guarantee Agreement

Remark

**

Due to the floods in October 2011 in Ayutthaya and according to the Lease and Service Rental Guarantee Agreement by the Property Manager, this situation was concerned as a force majeure and beyond the control of the Property Manager therefore the guarantee will not apply for such period.

51


BBL Asset Management Company Limited. Background BBL Asset Management Co., Ltd. was registered on March 19, 1992 with a fully paid-up registered capital of Baht 100 million, the registered number 0105535049700. It was granted a license to operate asset management business from the Ministry of Finance under the license number LorKor0005-02 date January 15, 2010.

Location of the Office BBL Asset Management Company Limited 175 Sathorn City Tower, 7th, 21st and 26th floor South Sathorn Road, Sathorn, Bangkok 10120 Tel. 0-2674-6488 Fax : 0-2679-5995-6 Website: www.bblam.co.th

Compiled data as of February 12, 2013

52


BBL ASSET MANAGEMENT CO., LTD. th st th 175, Sathorn City Tower, 7 , 21 and 26 Floor

South Sathorn Road, Bangkok 10120 Tel: 0-2674-6488 Fax: 0-2679-5995-6 www.bblam.co.th

TLOGIS: Annual Report 2012  

Annual Report 2012

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