wha corporation public company limited analyst meeting fy...
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FY 2015 Result
Analyst Meeting
WHA Corporation Public Company Limited
The information contained in this presentation is for information purposes only and does not constitute an offer or invitation to sell or the solicitation of an offer or invitation to purchase or subscribe for share in WHA Corporation Public Company Limited (“WHA” and shares in WHA, “shares”) in any jurisdiction nor should it or any part of it form the basis of, or be relied upon in any connection with, any contract or commitment whatsoever. In addition, this presentation contains projections and forward-looking statements that reflect the Company's current views with respect to future events and financial performance. These views are based on a number of estimates and current assumptions which are subject to business, economic and competitive uncertainties and contingencies as well as various risks and these may change over time and in many cases are outside the control of the Company and its directors. You are cautioned not to place undue reliance on these forward looking statements, which are based on the current view of the management of the Company on future events. No assurance can be given that future events will occur, that projections will be achieved, or that the Company's assumptions are correct. The Company does not assume any responsibility to amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events, or otherwise. These statements can be recognized by the use of words such as “expects,” “plans,” “will,” “estimates,” “projects,” or words of similar meaning. Such forward-looking statements are not guarantees of future performance and actual results may differ from those forecast and projected or in the forward-looking statements as a result of various factors and assumptions.
DISCLAIMERS
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A GREAT SPRING FORWARD • Acquisition of Hemaraj via conditional Voluntary
Tender Offer was completed on Apr 20, 2015 with 92.88% acquisition stake
• Establishment of WHA Venture Holding Co., Ltd. to conduct the VTO transaction
• Prior to Tender Offer, the capital increase was successfully completed via Right Offering with the right ratio of 2.75: 1 shares with free warrants—3 newly subscribed share to 1 warrant—raising up the registered capital to THB 1,431mm and paid-up capital to THB 1,314mm
• Establishment of WHABT, the first office REIT in Thailand, with the fund raising of THB 2,525 mm which divided into the fund size of THB 2,020 mm and debt of THB 505 mm
• Issuance and exercise of WHA-W2 from the existing shareholders with the 10:1 right ratio at the exercise price of THB 2.7. The paid-up capital was increased to THB 1,432.2 mm
GROWING PHASE • Monetization of the assets to
WHAPF with the value of THB 2,046mm (69,529 sqm) in the 1st quarter and injected another lot of THB 4,536mm worth of assets (173,367 sqm) in 4th Quarter which makes total fund size of THB 9,308mm
• This year WHA offered 2 stock dividends to existing shareholders on May, 2013 (5:1) and on September, 2013 (2:1)
• WHA is rated A- with stable outlook by Fitch Ratings (Thailand)
ESTABLISHMENT OF PUBLICLY LISTED FUND (WHAPF)
Establishment of WHAPF (initially known as M-WHA) with the total fund size of THB 1,283mm or USD 42.77mm with total leasable area of 39,808.80 sqm of 2 warehouses and 1 factory
ESTABLISHMENT OF WHA CORPORATION
WHA Corporation was founded on September 25, 2007 with a registered capital of THB 170mm by Mr.Somyos Anantaprayoon, founder, and Mrs.Jareeporn Jarukornsakul, cofounder. WHA Corporation focuses on developing high quality of warehouses, distribution centers, and factories to suitly serve the demand of the clients
WHA’S FIRST & THE BIGGEST DCs IN SEA
Establishment of Warehouse Asia Alliance (partner with GLOMAC, Malaysia) and WHA Alliance (partner with CWT, Singapore) to develop distribution centers for DKSH healthcare and consumer on Bangna-Trad km.19 and km.20 each with the leasable area of 53,000 sqm
KEY MILESTONES AND DEVELOPMENTS
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PRE-IPO RESTRUCTURING • WHA Corporation restructured
itself by acquiring 99.99% of WHA Alliance from CWT (Singapore) and co-founder, as well as 99.99% of Warehouse Asia Alliance from GLOMAC (Malaysia) and co-founder to become WHA Corporation’s subsidiaries.
• Development of first warehouse farm on Bangna-Trad km.18 with the leasable area of 72,179.48 sqm
2007
20
06
2010
20
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IPO AND LISTED COMPANY • Monetization of 3 warehouses and 1
factory to WHAPF with the value of THB 1,827mm (107,277 sqm)
• On Nov 8, 2012, WHA Corporation became to be listed Co. and first traded in SET, raising up the capital to THB 1,709mm or USD 56.97mm
• The post-IPO paid-up capital was THB 510mm
2013
20
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NEW OPPORTUNITIES • Establishment of WHA REM to pave the way to
set up new WHA REIT • Commence of solar energy sale revenue
recognition in May • More value-added services focus i.e. cold
storage, online warehouse, and other comprehensive services
• Tap into built-to-suit office and acquire a new office place on Vibhavadi-Rangsit Rd.
• Executed Share Purchase Agreement with major shareholders of Hemaraj
• Establishment of WHART with the fund raising of THB 4,603mm, divided into the fund size of THB 3,108mm, debt of THB 1,370mm and deposit of THB 125mm
2014
20
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WHA GROUP AT A GLANCE
Largest fully-integrated industrial and logistic facility developer in Thailand with full range of complement business supported by world-class customers
Thailand’s No.1 Industrial Developer with the largest market share since 2008.
Pioneer of the Built-to-Suit concept with the world-class standard and Industrial Clusters concept to the Thai market.
Exclusive Provider of Utilities in all Operating Estates and an active power investor to capture the growth in power business.
Our core competency lies in best-in-class quality, prime logistic location, and the integrated one-stop service solution.
WHA is a SET-50 listed company with a market capitalization of THB 41.0 billion/1.
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Remarks.: /1 information as of March 4, 2016
ABOUT WHA CORPORATION PCL.
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
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iv) Power Business
i) Industrial Estate Business
ii) Utilities Business ii) Logistics & Industrial Properties Business
BUSINESS OVERVIEW
• Gulf JP: Hemaraj holds 25.01% equity in GJP NLL, a 126 MW SPP project located in Hemaraj Rayong Industrial Land
• Dividend: Return from investment in WHART, WHAPF, HPF, and WHABT
• Property Fund Management Fee: Fee from acting as property manager for WHART, WHAPF, HPF, and WHABT
• REIT Manager Fee: Fee from acting as REIT manager for WHART and WHABT
• Current: 4 existing property funds
and REITs which are WHART, WHAPF, HPF, and WHABT with total fund raised of approx. THB 26,659.5 mm
• Future: 1 upcoming REIT i.e. HREIT will be established within Q2’16
• Built-to-Suit Office: Offices that are customized to customers’ specific requirements i.e. Multi-purpose offices
• Office Complex: Offices that serve both anchor clients and other small-scale clients on the same building
• Built-to-Suit (BTSW): World-class standard warehouses and factories for customers’ specific needs
• Built-to-Suit (BTSF): Premium quality factories for tenants with specific requirements
• Warehouse Farm: Combination of Built-to-Suit and Ready-Built Projects at the same site
• Built-to-Own (BTO):Warehouse or factory customized to client’s special needs then transfer the asset to the client
• Ready-Built Factory (RBF): Factories with size from 500 sq.m. to 9,900 sq.m. are proposed to manufacturers in order to fit their requirements with a quick entry
• Ready-Built Warehouse (RBW): Warehouses for tenants who need a smaller space to serve their immediate need. RBWs are located in both warehouse farm projects and logistic parks
• Other utilities and services
including communication access, mobile phone, security system, road system, flood control system, electricity supply, soil condition, natural and industrial gases
• Water supply business
including raw, potable and clarified, and waste water
• Water Treatment • Waste Water Treatment system
Small Power Producer (SPP)
Solar Roof
Renewable Energy e.g. Waste-to-Energy,
Wind Energy
• Thailand No.1 Industrial Estate
developer with full range of complement business to support world-class customers
• Target high-end infrastructure intensive industrial customers with various clusters i.e. automotive, petrochemical, steel/ metal power and electronics
• Recognition of quality by customers, communities, and authorities
Water/ Waste Water Treatment
Other Utilities and Services
Industrial Estates Management
Industrial/ Logistics Facility
Commercial Office
Growth Platform
Build-Up Recurring Income
• GHECO-ONE: Hemaraj holds
35% of a Glow (GDF Suez Energy International) Hemaraj joint venture IPP (660MW coal) in order to supply power to EGAT
• Houay Ho Hydro Power: Hemaraj holds 12.75% of the Houay Ho hydro power project (152 MW) that operates in Laos under a 30-year concession from the Laos government.
• Glow IPP: Hemaraj holds 5% equity in Glow IPP, a 713 MW IPP power project located in Hemaraj Chonburi Industrial Estate
Independent Power Producer (IPP)
Power Industrial Estate Properties Utilities
Rental Properties REIT/ Property Fund Platform
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The Group offers a Total Solution Package—comprehensive, customized, and best-in-class
COMPREHENSIVE ONE-STOP SERVICE
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INDUSTRIAL ESTATE
RENTAL PROPERTIES
POWER
UTILITIES (water)
8 operating and 3 developing industrial estates in Thailand’s most strategic location totaling 45,203 rai (18,081 acres) of land
Quality developed land with supporting infrastructure
3Yr (2012-2014) average land sale of 1,659 rai with 20 to 60 new contracts per annum of which 20% to 40% from existing customer expansions
Supply of raw, potable, and clarified water with total demand over 60 mm cubic meter/year
Industrial services e.g. facility management and waste water treatment with total demand of 30 mm cubic meter/year
Average daily water demand of ~261,000 m3 with increasing growth rate originated from power plants
Total ~538 equity MW with PPA signed 5 existing projects totaling ~318 operational equity MW (COD) Additional 7 new projects totaling ~220 equity MW (non-COD,
Negotiating SPA) Partner with international power experts i.e. Glow, Gulf JP and B-Grimm Total solar rooftop with COD approx. 4.1 MW and equipped with combined
capacity of 2 million sqm. of roof area which can generate up to 200 MW
Built-to-Suit or Ready-Built warehouse and factory both in prime logistic location and in industrial estate
Warehouse Farm Built-to-Suit office and Office
Complex
Clients can choose to buy developed land in the Industrial Estate and build their own factories or let us build the customized high-standard ones and lease them from us.
We provide both Built-to-Suit and Ready-Built warehouses in Industrial Estate and Industrial Park to support full chain of clients’ operation.
We offer Built-to-Suit warehouses and distribution centers in prime logistics location for warehousing and distribution operation.
We provide a wide range of complementary businesses such as water, power, waste management, and other industrial services to support clients’ operation in Industrial Estate.
REIT/ PROPERTY FUND PLATFORM
Asset Type Built-to-Suit warehouse/
factory Built-to-Suit warehouse/ factory Ready-Built factory/ warehouse Office building Ready-Built factory/ warehouse
Paid-up Capital THB 6,502.7mm /3 THB 9,390.6mm THB 4,700.0mm THB 2,020.0mm No more than [THB 6,750 mm]
Total Fund Raised THB 9,501.7 mm THB 9,932.8mm THB 4,700.0mm THB 2,525mm No more than [THB 9,500mm]
NAV per unit/2 THB 9.88 THB 10.32 THB 10.20 THB 10.09 -
Market Price per unit/4 THB 10.00 THB 11.80 THB 9.10 THB 10.10 -
Established Year 2014 2010 2013 2015 [2015]
Ownership WHA holds 18.28% WHA holds 15% Hemaraj holds 23% WHA holds 15% Hemaraj will hold 15%
Property Manager WHA Corporation PCL. WHA Corporation PCL. Hemaraj Land And Development PCL.
CBRE/ WHA Corporation PCL. Hemaraj Land And Development PCL.
REIT Manager WHA Real Estate Management Co., Ltd. /5 - - WHA Real Estate Management
Co., Ltd. /5 Hemaraj REIT Management
Co., Ltd. /6
WHART
Remarks: /1 Information as of 3 March 2016 /2 NAV per unit as of 31 December 2015 /3 Par value as of 25 December 2015
WHA has currently established 2 property funds and 2 REITs with the total fund raised c. THB 26,659.5 mm/1. It is planned to set up one more industrial REIT within mid Q3’16.
H-REIT/1 HPF WHABT WHAPF
EXISTING REIT & PROPERTY FUND UPCOMING REIT
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/4 Information as of 3 March 2016 /5 WHA holds 99.99% in WHA Real Estate Management Co., Ltd. /6 Hemaraj Land And Development PCL. holds 99.99% in Hemaraj REIT Management Co., Ltd.
(Registered Capital THB 1,567.8 mm and Paid-up Capital THB 1,432.2 mm)
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Group Structure
Remarks: /1 The company is 99.96% held by WHA Corporation (Hong Kong), which is 100% held by WHA Corporation PCL /2 NAV per unit as of 31 December 2015
Warehouse Asia Alliance
Registered and Paid-up Capital – THB 310 mm
WHA Alliance
Registered and Paid-up Capital – THB 260 mm
WHA Infonite Holding
Registered – THB 10 mm
Paid-up – THB 2.5 mm
WHA KPN Alliance
Registered and Paid-up Capital – THB 768mm
Central WHA Alliance
Registered – THB 10 mm
Paid-up – THB 2.5 mm
WHA Real Estate Management
Registered and Paid-up Capital – THB 10 mm
PT WHA International Indonesia/1
Registered and Paid-up
Capital – US 2.0 mm
Hemaraj Land and Development PCL.
Registered – THB 6,000mm
paid-up Cap – THB 3,882mm
WHAPF
NAV per unit –THB 10.32/2 Paid-Up Capital–THB
9,391 mm
WHART
NAV per unit –THB 9.88/2 Paid-Up Capital–THB 6,502.7
mm
WHABT
NAV per unit –THB 10.09/2 Paid-Up Capital–THB 2,020 mm
76%
24%
Acquisition ValueFreehold Leasehold
29%
71%
Acquisition valueFactory Warehouse & DC
67%
33%
Area (Sqm.)Freehold Leasehold
23%
77%
Area (Sqm.)Factory Warehouse & DC
70%
30%
Acquisition ValueFreehold Leasehold
100%
Acquisition valueFactory Warehouse & DC
61%
39%
Area (Sqm.)Freehold Leasehold
100%
Area (Sqm.)Factory Warehouse & DC
88%
12%
Acquisition Value Freehold Leasehold
72% 28%
Area (Sqm.) Freehold Leasehold
100%
Acquisition Value Office
100%
Area (Sqm.) Office
99.9% 99.9% 99.9% 99.9% 65% 50%
18.28%
98.54%
15.0% 15.0%
WHA Gunkul GSR
5 newly setup JVs with
Gunkul for solar roof proj.
75% 89.9%
Non-Listed Companies
Listed Companies
Shareholding Information
Major Shareholder/2
Shareholder No. of Share/3 %
1) WHA Holding Co., Ltd. 3,299,166,810 25.10
2) Ms. Jareeporn Jarukornsakul 1,696,764,930 12.91
3) Mr. Somyos Anantaprayoon 1,594,031,670 12.13
4) UBS AG Hong Kong Branch 1,002,272,720 7.63
5) STATE STREET BANK EUROPE LIMITED 918,276,440 6.99
6) Mr. Sompong Chonkadeedumrongkul 475,800,000 3.62
7) Mr. Sompong Chonkadeedumrongkul by Asset Plus 427,000,000 3.25
8) Mr. Wutt Jarukornsakul 193,820,000 1.47
9) Thai NVDR 132,375,092 1.01
10) Ms. Nalinrat Sae aeung 129,190,980 0.98
• Major shareholder 57.77 %
• Other pre-IPO shareholder /1 6.23%
• Post-IPO Investors 36.00%
Share Overview
Remarks: /1 Relatives and management directors are included in other pre-IPO shareholder portion . /2 Shareholder information as of September 14, 2015 /3 The Number of share adjusted impact of par split with new par value of THB 0.1 /4 Major shareholder holds 57.77% of the total outstanding shares. /5 Market capitalization are calculated based on market price on March 4, 2016 /6 The price is adjusted according to par split from THB 1 to THB 0.1 per share
Ticker Reuter WHA.BK
Ticker Bloomberg WHA TB
Par Value THB 0.1
Market Capitalization/5 THB 40,962.15 mm
Market Capitalization USD 1,107.44 mm
Average 1-Year Daily Turnover THB 135.37 mm
Share Issued (share) 13,143,978,660
12-Month High/Low Price /6 THB 4.20/2.56
Foreign Limit 49%
Dividend Policy ≥40% of Net profit
Major Shareholder /4
SHAREHOLDING INFORMATION
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Paid-up Capital (THB 1,432.2 mm)
WHA GROUP’S BUSINESS PLATFORM AND STRATEGIES
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Fully Integrated Industrial & Logistics Facility Developer to Provide Total Solution for Both Inbound And Outbound Investment Opportunities
Realignment of Recurring Income Base from Industrial, Logistic, Utility & Power, And Digital Hub
Asset-Light Model by Recycling Capital to Enhance Shareholder Value
New Product Initiatives by way of Partnership with Various Strategic Investors
1
2
3
4
Upward Integration Complementary Business
Industrial Estate
Built-to-suit
• Utilities (Water) • Power
Horizontal Integration
• Warehouses • Factories
Ready-built Factories
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Ready-built warehouses
• Move up value chain by immediately having land bank located in strategic locations (Central and Eastern region, all of which are non-flood area)
• Apart from 538 equity MW under IPP and SPP in our portfolio which will grow in line with the growth of IEs, we also focus on the high-value product from utilities and power business particularly renewable energy e.g. waste-to-energy and solar rooftop to generate stable income while serving the customers on the industrial estates
• Increase its product variety of Ready-Built warehouse and factory to cover full logistic value chain and expand its customer base
WHA Together with Hemaraj Becomes Fully-Integrated Industrial & Logistic Developer
• WHA together with Hemaraj would be renowned for its excellence in providing total solutions for industrial and trade inbound investments
• Increase our readiness to spearhead neighboring countries expansion i.e. Cambodia and Vietnam by leveraging on current Hemaraj’s effort to create IE platform in those countries
• Upon the opening of AEC in late 2015 and future infrastructure development among ASEAN countries, Thailand would be investment hub of increasing importance and thus we would be more than ready to tap these new opportunities
WHA is Well-Equipped for Both Inbound and Outbound Investment Opportunities
1) FULLY INTEGRATED INDUSTRIAL & LOGISTIC FACILITY DEVELOPER READY FOR INBOUND AND OUTBOUND INVESTMENT OPPORTUNITIES
Enhance WHA’s built-to-suit warehouse and factory business by increase product variety and move up value chain
2) REALIGNMENT OF RECURRING INCOME BASE FROM INDUSTRIAL, LOGISTICS, UTILITY & POWER, AND DIGITAL HUB
• To become one-stop service for Data Center developer and provider by way of business collaboration with reputable partners
• Be part of the Government Initiative to promote digital economy
• Existing 8 operating and 3 developing IEs in strategic cluster to serve key sectors in Thailand - total of 45,198 rais (18,079 acres)
• Net sellable area approx. 10,000 rais (3,950 acres) consisting of 3,300 rais of operating IE and 6,700 rais developing IE
• Potential geographical expansion in cross-border provinces and overseas investment
“Thailand No.1 Industrial Estate Developer with Largest Market Share since 2008”
“Proactive in Providing Comprehensive Data Solutions and Platform to Leading MNCs and Thai Companies”
• Exclusive utilities provider in the industrial estates with higher margin products and steady growth
• Active power investor with strategic partnership with reputable partners i.e. Suez Energy, Gulf-Mitsui, J-Power, and B-Grimm
• Focus more on renewable energy e.g. waste-to-energy and solar rooftop with secured feedstock
• Built-to-Suit distribution center and warehouse in prime location to help customers optimize long-term logistic cost
• Built-to-Suit factory with cross referral of customer base for Hemaraj in high value sectors e.g. automotive
• More Built-to-Suit sophisticated products i.e. cold storage, multi-temp DC and E-Commerce DC
• Ready-Built factory and warehouse in IEs and logistic park
• New geographical expansion e.g. Indonesia and Vietnam
“Thailand No.1 Built-to-suit Logistics Facilities Developer Who Pioneered This New Concept to Thai Market since 2006”
“Sole Supplier of Water and other Utilities Infrastructures for security to our customers in Industrial Estates & Strong Partnership with leading power operators”
Fully Integrated Business
Model
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Highly Stable CF from
Investment
Utilize Recurring
Income Stream
Well-balanced Portfolio and
Capital Structure
All Invested Assets Generate Revenue
Strong track record in terms of occupancy rate
To hold minimal non-income generating assets
Strong Stability of Rental Profit
Secured LT contract with growth in rental rate
Attractive EBITDA margin
Low maintenance cost
Capital Structure Optimization
Asset-Optimization Model
Optimization of return on equity (ROE) to shareholder through the asset monetization program via Property Fund/ REIT to optimize long-term capital structure and achieve return-enhancing strategy
Rental Business Developing Business
Expedited growth of investment
Earning from asset monetization
Recurring income from dividend and asset management fee
Complementary business model of property company with strong CF stability and Property Fund/ REIT leads to accelerated growth, high efficiency, and high margin business model capturing full value chain
Capital Recycling Model Through Property
Fund/REIT
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3) ASSET-LIGHT MODEL BY RECYCLING CAPITAL TO ENHANCE SHAREHOLDER VALUE
4) NEW PRODUCT INITIATIVES BY WAY OF PARTNERSHIP WITH VARIOUS STRATEGIC INVESTORS
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Built-to-Suit Logistics Facilities - Warehouse - Distribution Center
Built-to-Suit Factory
Warehouse Farm
Other Recurring Asset - Office
Other Potential Utilities
Products
Utility Business Industrial Estate Power
Business
Renewable Energy (VSPP) + +
Ready-built warehouse &
factory
+ Data Center Other Multi-
Modal Logistic Mode
- Right of use from gas and steam pipeline
- Revenue-sharing from telecommunication cable
- Waste-to-energy - Solar Rooftop
New product initiatives
Spearheading into new frontiers or entering into new business ventures, WHA will leverage on the business partnership with local partners and/or strategic investors to succeed in the new initiatives
Strategic Partnership
- Common Service - Advance Service - Platform as a
service
- Sea Port - Railway
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
15
iv) Power Business
i) Industrial Estate Business
ii) Utilities Business ii) Logistics & Industrial Properties Business
KEY BUSINESS PLAN 2016
Industrial Hub Logistics Hub Utilities & Power Hub Digital Hub
• Balancing growth of auto and non-auto segments
Automotive – gradually reap the benefit of AEC, as the CLMV home turf for auto makers. The ripple effect is magnified by supply chain of auto parts Non-Auto – Diversification of export processing industry, Consumer Product and Petrochemical
• Maintain No.1 Built-to-Suit logistics facilities developer
• Enhance recurring income from the best utilization of industrial estate to serve customer requirement
Utilities • Gradually change the product
mix to portable water (replacing raw water)
• To develop natural gas distribution and local loop fiber optic
Power • SPPs development is on plan
with new SPP targeted to COD in 2016-2019 of 7 SPPs
• To become one-stop service for Data Center developer
To differentiate the data center with the flexible locations in prime area and Tier-3 like technology as well as the comprehensive common facilities solution to capture wide range of customers
Continue to capitalize on the early stage of the modernized warehouse and distribution center Synergy with Hemaraj regarding the BTS factory customer base in high value sectors e.g. automotive Large scale of BTS factories are expected to finalized in strategic locations
Financial Perspective
• Pre-sale 1,000 rais • 50-50 Auto vs Non-Auto by
number of contract
• Pre-leased/ new contract area 250,000 sqm
• 10% growth in utilities revenue
• 10% growth in share of profit in power
• Realization of Revenue within 2016
To optimize the capital structure and minimize the interest cost by way of loan refinance
1 2 3 • Year-end Gearing Ratio 1.5-1.7x
• CAPEX approx. THB 6,500mm
Unlock value under Hemaraj assets at the right time • Monetization of RBF/RBW to H-REIT: THB
6,500mm (net proceed) during Q2 2016 • Listing of utility & power during Q4 2016
Free to mobilize the cash flow within the group after delisting
To issue the Bond and B/E to mainly refinance the high cost of loan and support business expansion
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KEY EARNING OUTLOOK
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Leader in Industrial & Logistics in the Region
with Comprehensive Utilities and Power
Business
Post-Merger Integration
Completion of Debt Take-Out
Plan
Solid Platform for Multi-Modal Expansions
• Substantial debt take-out to lower interest cost every year without significant impact on recurring earning/ cash flow
• Potential group restructuring to fully integrate the business platform e.g. share swap
• Expand to selected new frontiers • Recurring gain from monetization
program
Post-Merger Transition
• New business ventures to fulfill group policy
• Full realization of utility and power business
• Full business collaboration and synergy with in the group
• Full enhancement of productivity of human capital
Solid Geographical Expansion & Multi-Modal Effect
2015
onwards
2017
Total Consideration THB 43,258 mm /1
Equity THB 11,367 mm
Bank Loan (WHA)/2
THB 31,891 mm
LT Loan (7 Yr)
THB 6,037 mm
THB 8,000 mm
Remark: 1/ The amount already includes the up-front fees that are subjected to the loan arrangement. 2/ The amount of bank loan also covers all the up-front fees—arranger fee and commitment fee—under the bridging loan part with the
total amount of THB 275 mm
RECAP - OVERALL ACQUISITION FUNDING STRUCTURE
18
THB 25,854 mm
THB 23,891 mm
Bridging Loan (2 Yr)
19 Strictly Private & Confidential Remark: 1/ This amount is net off the set up cost, transaction cost, and reinvestment. THB 1,206 mm is used to repay acquisition loan and THB 2,454
mm is used to repay normal operating loan 19
Net Proceed (THB mm)
Entity Net Repayment Amount (THB mm)
Due date
1. Net proceeds for Repayment from Hemaraj Non-core asset 3,003 Hemaraj 2,789 Jul 2015
2. Dividend from Hemaraj’s Normal Operation (2H14 – 1Q15) 1,296 Hemaraj 1,204 Jul 2015
3. Net proceeds for Repayment from WHA office buildings 2,075/1 WHA 2,075 Nov 2015
4. Refinance by Other Financial Instruments 4,250 WHA 4,250 Dec 2015
5. Net proceeds for Repayment from WHA-W2 exercise 3,181 WHA 3,181 Dec 2015
6. Net proceeds for Repayment from WHA’s WH #1 3,729/1 WHA 1,206 Dec 2015
7. Additional Loan for Tender Offer to delist Hemaraj (2,419) WHA (2,419) Mar 2016
Total Interest Payment (Mar’15 – Feb’16) (1,350)
Net Loan Repayment 10,936
Completed
The Remaining Acquisition Loan THB 20,955 mm
ACTUAL REPAYMENT OF THE ACQUISITION LOAN
Remark: Excluding the proceeds from WHA’s asset monetization
EXPECTED REPAYMENT PLAN FOR ACQUISITION LOAN
20
Remaining Acquisition Loan
THB 20,955 mm
Internal Cash
THB 1,000 mm
(Q1’ 2016)
Net proceeds monetization from
HREIT
THB 6,500 mm (Q3’ 2016)
Sale of Existing Shares
Long-Term Loan Push Down
Hemaraj’s Utilities & Power Spin off
THB 13,000 mm (Q4’ 2016)
Net proceeds monetization from
HREIT (Cap 1) THB 2,000 mm
21 Strictly Private & Confidential
Consolidated Gearing Ratio 2.99x
3.42x 3.33x
2.22x 2.28x 2.23x 1.72x
1.33x
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
1Q'2015 2Q'2015F 3Q'2015F 4Q'2015F 1Q'2016F 2Q'2016F 3Q'2016F 4Q'2016F
GEARING RATIO
21
Projected Gearing Ratio - Excluding the impact of normal debt arising from normal CAPEX
WHA Office REIT
Proceed from Warrant Exercise
WHART Capital Increase
Utilities & Power Spin-Off
WHART Capital Increase Hemaraj REIT
Covenant 2.5x
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
22
iv) Power Business
i) Logistics & Industrial Properties Business
ii) Utilities Business ii) Industrial Estate Business
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
294,261
Remarks: These areas include leased area, pre-lease area, and area available for lease
Unit: Sqm.
88,913 141,619 141,619 169,433 192,341
298,139
505,051
1,108,740
891,286
Area of Group-Own Assets Area of Assets Under Management
LOGISTICS & INDUSTRIAL PROPERTIES BUSINESS - OVERVIEW
23
• Built-to-Suit distribution center and warehouse in prime location to help customers optimize long-term logistics cost
• Built-to-Suit factory with cross referral of customers from HEMRAJ esp. those in high value sectors e.g. automotive
• Sophisticated Built-to-Suit product e.g. cold storage, multi-temp DC, and E-Commerce DC
• Ready-Built factory and warehouse in IEs and logistic parks • Geographical expansion e.g. Indonesia and Vietnam • WHA Group Target for 2016 is 250,000 sqm.
OVERVIEW
Total
1,975,792 Sqm.
Ice
U-Tapao Airport
Bangkok Port
Laem Chabang Port
Map Ta phut Port
Bangna-Trad K.M.19
Bangna-Trad Km.18
Bangna-Trad Km.19
Lardkrabang
Chonburi
Bangna-Trad Km.20
Saraburi
Amata City
Bang pa-in Wang-Noi K.M.61
Outer East Bangkok Zone (Bangna-Trad Rd, K.M.18-23) (Chonburi) (Lardkrabang) - Convenient access to the City Center of Bangkok,
Suvannabhumi Airport, and Laemchabang Seaport
Industrial Estate Zone (Hemaraj, Saraburi) (Amata City, Rayong)
- Tax privileges from BOI
- Comfortable access to Suvannabhumi Airport and Laemchabang Seaport
2 Outer North Bangkok Zone (Bang Pa-in, Ayuthaya) (Wangnoi, Ayuthaya)
- A logistic hub to North and Northeast region of Thailand
Remark: Portfolio as of 30 September 2015
Built-to-Suit project
Warehouse Farm project
WHAPF/WHART Port
Airport
Bangna-Trad Km.23
3
1
Prachinburi
Bangna-Trad Km.18 Chonlaharnpichitl
Laemchabang 4
Rama II 140 rais
99 rais
11 rais
297 rais
75 rais
137 rais
79 rais
190 rais
200 rais
49 rais
30 rais
14 rais
35 rais
55 rais
69 rais
Total = 1,363 rais
Total = 211 rais
Total = 176 rais
Outer South Bangkok Zone (Samut Sakorn) - A logistic hub for cold storages
Total Land 2,144 Rais WHA Group 1,420 Rais WHAPF/WHART 724 Rais
135 rais
Up-Country (Khonkaen, Surathani, Lumpoon)
- To serve client’s business expansion 5
Total = 254 rais
Total = 140 rais
Conversion function: 1 rai = 0.4 acre = 0.16 hectare
Lardkrabang 35 rais
Bangna-Trad Km.23 65 rais
48 rais
Saraburi
Amata City 13 rais
Bangna-Trad Km.7 6 rais
Chonburi 120 rais
24
LOGISTICS PROPERTIES - LOCATIONS
Lam Luk Ka 79 rais
Amata City 25 rais
Bang Bua Thong 19 rais
Logistics & Industrial Properties Business
Remarks: 1) This area is calculated from the estimated ratio of 1-rai of land = 1,000-sqm leasable area; the actual constructed area is subject to change depending on actual design to suit with clients’ requirement
Key Takeaways
During 2015, WHA secured pre-lease area/ new contracts for 203,028 sqm. beat the target of 200,000 sqm. During 2015, WHA sold assets to WHART with total leasable area of 174,913.55 sqm. And sold office buildings to WHABT with total
leasable area of 31,328 sqm. Net completed The company has land bank for logistic properties approx. 742,000 sqm.
Developed/ Developing & Occupied area for 2006-2015
Area Completed– Area that currently generates revenue Area Available for Lease – Area that is available to serve immediate demand Area Pre-Leased – Area that is leased before the construction is finished Area Sold to WHAPF/WHART/WHABT – Area that is sold to the property fund or REIT
OR 100% 100% 100% 100% 100% 100% 100% 100% 80% 92%
IMPRESSIVE TRACK RECORD OF GROWTH
25
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
294,261
389,982
147,086
256,434
258,330 152,532
Unit: Sqm.
88,913 141,619 141,619
169,433 192,341
298,139
505,051
1,108,740
891,286
63,159 207,043
101,531
18,565
266,829
233,030
255,462
762,254
557,089
220,763
1,268,411
Logistics & Industrial Properties Business
WHA Group’s tenants are mainly the reputable MNCs
WELL – KNOWN TENANT PROFILE
26
Logistics & Industrial Properties Business
Remark: Portfolio as of 31 December 2015
WHA Group’s tenants are mainly the reputable MNCs
USA Europe Thai Japan Asia
WELL – KNOWN TENANT PROFILE
27 Remark: Portfolio as of 31 December 2015
Logistics & Industrial Properties Business
WHA Group’s tenants are mainly the reputable MNCs
Remark: The information, shown in charts above, are calculated from leasable area (sqm.) *FMCG means Fast Moving Consumer Goods **3PLs means Third Party Logistics
WHA WHAPF WHART
WHA
WELL – KNOWN TENANT PROFILE
28
Contract Term Nationality Industry
Contract Term Nationality Industry
Remark: Portfolio as of 31 December 2015
Logistics & Industrial Properties Business
19%
14%
24%
43% <3 Y
3-4 Y
5-8 Y
≥ 9 Y
12%
27%
25%
25%
11% Asia
EU
JP
TH
USA
27%
53%
20% 3PLS**
FMCG*&Healthcare
Manufacturing
35%
53%
12%
3PLS**
FMCG*&HealthcareManufacturing
23%
12%
11%
54%
<3 Y
3-4 Y
5-8 Y
≥ 9 Y
4% 4%
25%
61%
6% Asia
EU
JP
TH
USA
Our industrial properties performance remains of high stability despite slowdown of Thai economy and poor investment sentiment
159,038 235,809 175,274
192,252 193,608
- 122,094 109,818 105,978
152,144 155,132 161,117 164,937 164,937
159,038
235,809
297,368 302,070 299,586
0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
2011 2012 2013 2014 2015
RBF Rented Area
Cumulative Rent of RBF under HRD Cumulative Rent of RBF under HPF
Sold under HRD
sqm
16,820
72,145
82,435
100,082
0
20,000
40,000
60,000
80,000
100,000
120,000
2012 2013 2014 2015
sqm RBW Rented Area
RBW Cumulative Rent
INDUSTRIAL PROPERTIES - PERFORMANCE
29
Logistics & Industrial Properties Business
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
30
iv) Power Business
i) Logistics & Industrial Properties Business
ii) Utilities Business ii) Industrial Estate Business
No. 1 by Land Sale with more than 31% market share over the past decade
31
Industrial Estate Business INDUSTRIAL ESTATE BUSINESS - PERFORMANCE
1,670
2,317 2,200
665
1,043
-
500
1,000
1,500
2,000
2,500
2011 2012 2013 2014 2015
Year Market (rai) Hemaraj (rai) % Market
9M15 1,478 512 35%
2014 1,730 665 38%
2013 4,746 2,200 46%
2012 10,872 2,317 21%
2011 5,457 1,670 31%
2010 3,622 930 26%
2009 901 144 16%
2008 4,170 1,621 39%
Total 32,976 10,059 31%
Our Land Sales Record and Market Share
31% Market Share with 10,059 rai of Total Land Sales
from year 2008 until now
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
32
iv) Power Business
i) Logistics & Industrial Properties Business
ii) Utilities Business ii) Industrial Estate Business
A slight decrease in utility demand due to lower raw water consumption mainly as a result of Glow IPP Plant shut down
24.8 23.4 22.0 21.2 18.7
28.4 34.6 38.5
41.4 42.8
23.8 28.4 29.5
31.3 32.4
53.3 58.0
60.5 62.6 61.6
2011 2012 2013 2014 2015
Raw Water Potable & Clarified Water Waste Water
Water Type
5-Y CAGR (Latest)
Raw Water, Potable Water, Clarified Water
+3.7%
Waste Water +8.0%
(Million cubic meter/year)
Utilities Business UTILITIES BUSINESS - PERFORMANCE
33
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
34
iv) Power Business
i) Logistics & Industrial Properties Business
ii) Utilities Business ii) Industrial Estate Business
Project Type Fuel Location Ownership Total MW
Equity MW COD (Yr)
Operating Phase Glow IPP IPP Gas H-CIE 5.00% 713 35.7 2001 Houay Ho IPP Hydro Laos 12.75% 152 19.4 1999
Gheco-One IPP Coal Map Ta Phut IE 35.00% 660 231.0 2012
GJP NLL SPP Cogen Gas H-RIL 25.01% 126 31.5 2013
Gulf Solar VSPP Solar Rooftop RBF/HLP 25.01% 0.6 0.15 2014
Operating total 19.24% 1,652 317.8
We continue expanding our quality portfolio of power investment, with 538 MW of equity capacity in operation by 2019
Current Portfolio Committed Portfolio
Project Type Fuel Location Ownership Total MW
Equity MW COD (Yr)
Under Development Bowin Clean Energy w/B Grimm SPP Cogen
Gas H-CIE 25.01% 132 33.0 2016
GVTP w/Gulf Mitsui SPP Cogen Gas ESIE 25.01% 130 32.5 2017
GTS1 w/Gulf Mitsui SPP Cogen Gas ESIE 25.01% 130 32.5 2017
GTS2 w/Gulf Mitsui SPP Cogen Gas ESIE 25.01% 130 32.5 2017
GTS3 w/Gulf Mitsui SPP Cogen Gas H-ESIE 25.01% 120 30.0 2017
GTS4 w/Gulf Mitsui SPP Cogen Gas H-ESIE 25.01% 120 30.0 2018
GNLL2 w/Gulf Mitsui SPP Cogen Gas H-RIL 25.01% 120 30.0 2019
Development total 25.01% 882 220.5
318 Operating Equity MW in 2015 538 Operating Equity MW in 2019
Power Business
POWER BUSINESS - PERFORMANCE
35
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
36
iv) Power Business
i) Industrial Estate Business
ii) Utilities Business ii) Logistics & Industrial Properties Business
1
2
3
2 Projects to be injected in WHART with the total
leasable area of 161,000 sqm. Assets to be monetized to WHART (Second
capital increase) in 4Q2016
WHABT has been successfully set up on 4 Nov 2015 Asset transfer to WHABT was completed on 6 Nov 2015 Total net proceeds of THB 2,075 mm has been used to
repay acquisition loan
Three batches of debenture totaling
THB 2,750 mm were issued in 3Q2015 Another two batches of THB 450 mm have been
issued after 3Q2015 4
Completion of Office
Monetization
New Bond Issuance
Upcoming Asset
Monetization to WHART
Tender Offer result: additional shares acquisition of 5.66% of outstanding shares resulting in 98.54% stake in Hemaraj
Effective delisting: 2 March 2016
RECENT DEVELOPMENTS/KEY EVENTS
37
Completion of Delisting of HEMRAJ
Completion of Asset
Monetization
5 WHA-W2 Exercise
Joint Venture with CRC
6
7
WHART has an average asset age of 2 years Total net proceeds of THB 3,724 mm THB 2,454 mm was used to repay project financing
loan while THB 600 mm of the net proceeds was used to repay acquisition loan. The remaining amount is kept as working capital
Last exercise of warrants pursuant to WHA-W2 was
completed on December 14, 2015 Net proceed from WHA-W2 exercise of total THB 3,181
mm has been used to repay acquisition loan The newly issue shares are traded on January 14, 2016
JV agreement signed on 15 Dec 2015 To conduct rental business on land area of approx. 316 rai
located in Wangnoi Total leasable area of approx. 250,000 sq.m.
(approx. 85,000 sq.m. will be leased to CRC group)
COMPLETION OF OFFICE MONETIZATION
Office Monetization 1
RECENT DEVELOPMENTS/KEY EVENTS (CONT’D)
38
1
Asset SJ I Infinite Business Complex
Ownership Land: Freehold ownership
Building: Freehold ownership
Leasable Area
GFA: 42,905 sqm.
NLA: 21,993 sqm.
Completion Date 2014
Asset Bangna Business Complex
Ownership Land: Leasehold right (30 years)
Building: Freehold ownership
Leasable Area
GFA: 9,860 sqm.
NLA: 9,335 sqm.
Year Operate 2014
WHABT was set up on 4 Nov 2015 Transfer of assets to WHABT was
completed on 6 Nov 2015 Total net proceeds of THB 2,075 mm has
already been used to repay acquisition loan
COMPLETION OF ASSET MONETIZATION
Completion of Asset Monetization
2
RECENT DEVELOPMENTS/KEY EVENTS (CONT’D)
39
2
WHART has an average asset age of 2 years
Total net proceeds of THB 3,724 mm
THB 2,454 mm was used to repay project financing loan while THB 600 mm of the net proceeds was used to repay acquisition loan. The remaining amount is kept as working capital
Asset WHA Mega
Logistics Center Wangnoi 61
Ownership Leasehold right (30 years)
Leasable Area
Warehouse: 61,182 sqm
Roof: 26,472 sqm
Completion Date 2014
Asset
WHA Mega Logistics Center Chonlaharnpichit km 4
Ownership Freehold
Leasable Area
Warehouse: 80,746 sqm
Roof: 68,384 sqm
Completion Date 2014
Asset WHA Mega
Logistics Center Saraburi
Ownership Freehold
Leasable Area
Warehouse: 32,986 sqm
Roof: n/a
Completion Date 2014
NEW BOND ISSUANCE
New Bond Issuance 3
RECENT DEVELOPMENTS/KEY EVENTS (CONT’D)
40
3
8 Sep 2014 THB 2,000 mm
10 Oct 2015 THB 250 mm
12 Nov 2015 THB 200 mm
23 Jul 2015 THB 400 mm
2 yrs 3.95%
Type THB, unsecured and unsubordinated debentures
Placement PP to institutional and/or high-net-worth investors (except for the THB 2,000 mm issue, which is PO)
3 yrs 4.15%
2 yrs 3.70%
11 Sep 2014 THB 350 mm
2 yrs 3.70% 2 yrs 3.70%
PO
Delisting of HEMRAJ 4
4 COMPLETION OF DELISTING OF HEMRAJ
RECENT DEVELOPMENTS/KEY EVENTS (CONT’D)
41
Delisting Process Date
HEMRAJ submitted Delisting Application (Form 10-7) 4 Nov 2015
SET informs HEMRAJ the delisting result 13 Nov 2015
Tender Offer period (45 business days) 3 Dec 2015 – 9 Feb 2016
SET announces the delisting of HEMRAJ 24 Feb 2016
Effective delisting of HEMRAJ 2 March 2016
EXECUTED TIMELINE
Asset Approx. NLA Snapshot
WHA Mega Logistics Center Lardkrabang Lardkrabang, Bangkok
96,000
sqm
WHA Mega Logistics Center Chonlaharnpichit km 5 Chonlaharnpichit Rd, Samutprakarn
65,000
sqm
• Total net leasable area to monetize in this round of divestment is 161,000 sqm. • Expected total sale value to WHART of approx. THB 4,200 – 4,400 mm
* All the remaining buildings have already been monetized into WHAPF
Upcoming Asset Monetization 7
UPCOMING ASSET MONETIZATION TO WHART 7
RECENT DEVELOPMENTS/KEY EVENTS (CONT’D)
42
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
43
iv) Power Business
i) Industrial Estate Business
ii) Utilities Business ii) Logistics & Industrial Properties Business
PERFORMANCE AND LONG-TERM OUTLOOK BY BUSINESS
44
RENTAL PROPERTY BUSINESS SALE OF PROPERTY BUSINESS
1,300
380
1,680
2019
OUTLOOK
4,660
6,980
11,640
2019
OUTLOOK
Consist of monetization of assets and sale of industrial estate
Consist of monetization of assets
UTILITIES BUSINESS
OUTLOOK
60
1,750
1,810
2019
OUTLOOK
Consist of share of profit from power business WHA 2019 – based on the assumption that
solar rooftop business will be conducted under WHA itself rather than under JV, hence revenue instead of share of profit will be realized by then
470
280
750
2019
OUTLOOK
POWER BUSINESS PM RM DIVIDEND & OTHERS
Unit: THB mm
Growth
WHA HEMRAJ
Consist of property and REIT management fee, dividend from property fund and REIT, share of profit from property fund, and other income
TOTAL REVENUE & SHARE OF PROFIT
Rental property Sale of propertiesUtilities PowerPM RM Dividend & Others
OUTLOOK
Remark: The graphs shown include share of profit from JV’s and Associates in relation to each business
-
2,840
2,840
2019
1,562
1,562
2015
2 6
974
2
979
54,588%
2014 2015
500 551 1,409 1,680
6,585
4,337
8,466
11,640 -
-
1,562
2,840
-
2
979
1,810
82
160
686
750
7,168
5,050
13,102
18,720
2013 2014 2015 2019
7,169 5,058 12,064 Revenue
(1) (8) 1,038 Share of profit
Unit: THB mm
Unit: THB mm
360 500 551 735
675
360 500 551
1,409
2 0 1 2 A 2 0 1 3 A 2 0 1 4 A 2 0 1 5 A
1,809
6,585 4,337 4,502
3,964
1,809
6,585
4,337
8,466
2 0 1 2 A 2 0 1 3 A 2 0 1 4 A 2 0 1 5 A
45 82 160
239
447
45 82 160
686
2 0 1 2 A 2 0 1 3 A 2 0 1 4 A 2 0 1 5 A
2 0 1 4 A 2 0 1 5 A
2 0 1 5 A
OVERALL PERFORMANCE
45
HISTORICAL PERFORMANCE Unit: THB mm
Despite the increase in the interest expenses after the acquisition of HEMRAJ, the post-acquisition acquisition has proved to outperform, growing significantly from the previous year. Net income rose by THB 975 mm or 100% from 2014.
EBIT stood at THB 4,538 mm in 2015, increased by 203% from 2014. Remark: Net income attributable to the parent company
2,213
7,169
5,058
12,064
402
1,895 1,497
4,538
212
1,463 979 1,954
2012 2013 2014 2015
Toal revenue EBIT Net income
45 82 160
239
447
45 82 160
686
2012 2013 2014 2015
WHA HEMRAJ
2 6
974
2
979
2013 2014 2015
-
1,561
1,561
41%
2015
1,809
6,585 4,337 4,502
3,964
1,809
6,585 4,337
8,466
11%25% 30% 28%
2012 2013 2014 2015
WHA HEMRAJ Margin
REVENUE STRUCTURE
46
RENTAL PROPERTY BUSINESS
UTILITIES BUSINESS POWER BUSINESS OTHER REVENUES
SALE OF PROPERTIES BUSINESS
Consist of share of profit from power business Consist of property and REIT management fee, dividend income, share of profit from property fund, and other income
Unit: THB mm
360 500 551 735
675
360 500 551
1,409
65% 64% 60% 69%
2012 2013 2014 2015
WHA HEMRAJ Margin
Revenue figures referred to contribution of HEMRAJ’s performance to consolidated FS from the period of 17 Mar 2015 to 31 Dec 2015 (not full-year performance) Gross profit margin on consolidated FS is different from that on HEMRAJ stand-alone FS from the effect of PPA adjustment after the acquisition
2013 2014
HEMRAJ’s full-year performance: THB 869 mm Actual GPM of HEMRAJ’s contribution before PPA: 87%
HEMRAJ’s full-year performance: THB 1,923 mm Actual GPM of HEMRAJ’s contribution before PPA: 45%
HEMRAJ’s full-year performance: THB 1,232 mm
HEMRAJ’s full-year performance: THB 4,679 mm Actual GPM of HEMRAJ’s contribution before PPA: 38%
HEMRAJ’s full-year performance: THB 505 mm
2015 GROSS PROFIT BREAKDOWN 2015 REVENUE BREAKDOWN
REVENUE AND GROSS PROFIT BREAKDOWN
47
Unit: THB mm Unit: THB mm
TOTAL THB 13,102 mm
TOTAL THB 5,672 mm
Remark: Includes share of profit from JV’s and Associates Remark: Includes share of profit from JV’s and Associates Gross profits are based on consolidated financial statements, thus they are affected by PPA adjustment
Rental property1,409 11%
Sale of Industrial Estates
3,930 30%
Sale of IP's4,536 35%
Utilities1,561 12%Power
979 7%
Others686 5%
Rental property969 17%
Sale of Industrial Estates
1,275 23%
Sale of IP's1,118 20%
Utilities645 11%
Power979 17%
Others686 12%
Recurring vs Non-Recurring = 35:65 Recurring vs Non-Recurring = 57:43
1,095 983 2,186 4,070 - - -
15,425
1,862 2,225 3,305
3,987
- --
9,352
3,937 6,167
7,959
14,639
--
-
21,520
1,404 1,673
2,502
10,102
8,298
11,049
15,952
79,095
33%
44%
396%
0%
50%
100%
150%
200%
250%
300%
350%
400%
450%
0
10000
20000
30000
40000
50000
60000
70000
80000
2012 2013 2014 2015
Cash & ST investments
Cost of real estate developments
Non-current assets held for sale
Investment in associates
Investment properties
Intangible assets & goodwill
Others
growth
Unit: THB mm
CAPITAL STRUCTURE ASSETS Unit: THB mm
RETURN ON INVESTMENT
Remark: ROIC = NOPAT ÷ Average Invested Capital (IBD and Equity)
With Hemaraj, the IP’s has significantly increased to THB 14,639 mm in 2015. Intangible assets & goodwill of THB 21,520 mm resulted from the PPA after
the acquisition. Hemaraj contributed Cost of Real Estate Developments of THB 15,425 mm
and Investment in Associates of THB 9,352 mm to the consolidated balance sheet in 2015.
A drop in return on investment is partly due a significant increase in asset and equity base after acquisition of Hemaraj
BALANCE SHEET
48
5,410 6,895
11,472
57,436
2,887 4,154 4,480 21,659
1.87 1.66
2.56 2.65
1.46 1.25
2.34 2.20
1.08 1.01
1.86 2.01
-
1
2
3
0%
20%
40%
60%
80%
100%
2012 2013 2014 2015
Liabilities Equity D/E IBD/E Net IBD/E
11.2%
41.6%
22.7%
14.9%
3.2%
15.1%
7.2% 4.1%
6.6%
20.0%
10.5% 10.6%
0%5%
10%15%20%25%30%35%40%45%
2012 2013 2014 2015
ROE ROA ROIC
2.45%B/E
1,700
4.84%Term Loan
2,562
5.04%Bond24,338
5.53%Acquisition Loan
18,537
DEBT PROFILE
49
END OF 2014 Unit: THB mm
END OF 2015 Unit: THB mm
4.85%Term Loan
3,308
4.31%Bond7,200
2.45%B/E
1,700
4.91%Term Loan
1,554
4.22%Bond10,400
5.53%Acquisition
Loan18,537
Weighted Average Interest Rate
4.91%
4.72%Term Loan
1,008
5.65%Bond13,938
Weighted Average Interest Rate
4.48%
149 183 295
2,284
1,823
1,292
2012 2013 2014 2015
Consolidated WHA's Acquisition loan
CONSOLIDATED FINANCE COST Unit: THB mm
WHA HEMRAJ
Weighted Average Interest Rate
5.13%
Weighted Average Interest Rate
5.59%
Unit: THB mm As of 31 Dec 2015
DEBT MATURITY PROFILE – EXCLUDING ACQUISITION LOAN
1,630
3,535 2,860
1,495
-600
- - 280
401
108
126
136
154
176
190 148 115
1,500
2,300
-
638
-
2,000
1,000
2,500 2,500
1,008
-
-
2016F 2017F 2018F 2019F 2020F 2021F 2022F 2023F 2024F
Bond: WHA Term Loan: WHA Bond: HEMRAJ Term Loan: HEMRAJ
4,539
5,943
2,986
2,269
154
2,776
1,190
2,648 2,895
Remark: Does not include loan related to acquisition of HEMRAJ
DEBT MATURITY PROFILE
50
AGENDA
I. Business Overview
IV. Recent Developments & Key Events
VI. Appendix V. FY2015 Financial Performance
II. Key Business Plan 2016 III. Updated Business Performance
51
iv) Power Business
i) Industrial Estate Business
ii) Utilities Business ii) Logistics & Industrial Properties Business
Consolidated Income Statement
(Unit: THB, mm) 2012 2013 2014 2015 Increase (Decrease) Revenue
Rental, service, and utilities income 359.9 500.5 551.1 2,970.7 2,419.6 439.0%
Income from sales of real estate 1,808.9 6,585.0 4,336.8 8,466.3 4,129.5 95.2%
Other income 44.7 83.5 169.8 627.1 457.3 269.3%
Total revenues 2,213.4 7,169.0 5,057.7 12,064.1 7,006.4 138.5%
Share of profit (loss) from JVs - (1.3) (7.7) (8.9) (1.2) -
Share of profit (loss) from associates - - - 1,046.9 1,046.9 -
Expenses
Cost of rental and service 126.0 179.0 219.0 1,356.9 1,137.9 519.6%
Cost of real estate 1,617.1 4,961.8 3,050.1 6,073.7 3,023.6 99.1%
Selling expense - - - 230.5 230.5 -
Administrative expenses 68.1 131.8 283.3 902.8 619.5 218.6%
Total costs 1,811.2 5,272.5 3,552.5 8,563.9 5,011.5 141.1%
EBIT 402.3 1,895.2 1,497.5 4,538.2 3,040.7 203.1%
Finance costs 149.3 182.9 294.8 2,284.3 1,989.5 674.8%
EBT 253.0 1,712.3 1,202.7 2,253.9 1,051.3 87.4%
Income tax 40.6 248.9 224.1 87.0 (137.0) -61.2%
Net income 212.4 1,463.5 978.6 2,166.9 1,188.3 121.4%
Attributable to owners of the parent 212.4 1,463.5 978.6 1,953.7 975.1 99.6%
Attributable to non-controlling interest - - - 213.2 213.2 -
INCOME STATEMENT
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Consolidated Balance Sheet (Unit: THB, mm) 2012 2013 2014 2015 Increase (Decrease) Current assets Cash and cash equivalents 978.7 319.8 370.9 2,554.7 2,183.8 588.7% ST investment 116.7 663.5 1,815.0 1,515.2 (299.8) -16.5% Non-current assets held-for-sale 1,861.6 2,225.1 3,305.0 3,986.7 681.8 20.6% Cost of real estate developments (net) - - - 15,425.3 15,425.3 - Other current assets 473.6 123.4 191.2 2,750.7 2,559.4 1338.3% Total current assets 3,430.5 3,331.8 5,682.2 26,232.6 20,550.5 361.7% Non-current assets Investment in available-for-sale 653.2 1,387.5 1,851.3 2,286.3 435.0 23.5% Investment in associates - - - 9,352.2 9,352.2 - Investment properties (net) 3,936.6 6,167.2 7,958.6 14,638.6 6,679.9 83.9% Leasehold rights (net) 165.0 64.0 52.9 51.0 (1.9) -3.5% Property, plant, and equipment (net) 26.2 43.4 66.8 3,842.1 3,775.3 5648.2% Intangible assets (net) - - - 4,184.8 4,184.8 - Goodwills - - - 17,335.6 17,335.6 - Other non-current assets 86.0 55.0 340.1 1,171.8 831.7 244.5% Total non-current assets 4,867.0 7,717.0 10,269.9 52,862.5 42,592.6 414.7% Total assets 8,297.5 11,048.9 15,952.0 79,095.1 63,143.0 395.8% Liabilities Bank overdrafts and ST borrowings 4.3 198.7 250.0 1,693.2 1,443.2 577.3% Trade and other payables 645.4 1,123.1 597.4 3,381.1 2,783.6 465.9% Current portion of LT borrowings – FN institutions 981.1 87.0 391.2 11,714.1 11,322.9 2894.3% Current portion of LT borrowings – Debenture - - - 3,175.0 3,175.0 - Other current liabilities 755.0 1,120.9 1,692.4 938.7 (753.7) -44.5% LT borrowings – FN institutions (net) 2,603.6 1,501.9 1,175.7 9,227.9 8,052.2 684.9% Debenture (net) - 2,695.3 7,190.8 21,777.2 14,586.5 202.9% Other non-current liabilities 421.0 168.1 174.4 5,529.2 5,354.7 3070.1% Total liabilities 5,410.5 6,895.1 11,472.0 57,436.4 45,964.4 400.7% Equity attributable to owners of the parent 2,887.1 4,153.8 4,480.0 18,655.8 14,175.7 316.4% Non-controlling interest - - - 3,003.0 3,003.0 - Total shareholders’ equity 2,887.1 4,153.8 4,480.0 21,658.7 17,178.7 383.4% Total liabilities and Shareholders’ equity 8,297.5 11,048.9 15,952.0 79,095.1 63,143.0 395.8%
BALANCE SHEET
53
BOARD OF DIRECTORS
47
Director Director and Management
Ms. Jareeporn Jarukornsakul Vice Chairman of Board of Directors Vice Chairman of Executive Committee Group Chief Executive Officer
Mr. Jakrit Chaisanit Director Member of Executive Committee Chief Operating Officer Director of CM
Mr. Arttavit Chalermsaphayakorn Director, Member of Executive Committee Chief Finance Officer
Mr. Somsak Boonchoyruengchai Director, Member of Executive Committee Director of Accounting
Dr. Somyos Anantaprayoon Chairman of Board of Directors Chairman of Executive Committee
Mr.Surathian Chakthranont Director
Mr. Narong Kritchanchai Director Member of Executive Committee
Dr. Pichit Akrathit Independent Director Chairman of the Audit Committee
Dr. Somsak Pratomsrimek Independent Director Member of the Audit Committee
Dr. Apichai Boontherawara Independent Director Member of the Audit Committee
Dr. Kritsana Sukboonyasatit Independent Director
Independent Director
55
1121 Moo.3 Theparak Rd., Theparak, A. Muang, Samutprakarn 10270 Thailand
Tel. +66 (0) 2 753 3750
Fax. +66 (0) 2 753 2750
e-mail: [email protected] Website: www.wha.co.th
WHA Corporation PCL.