Earnings Can Be Dressed Up. The Cash Has to Land Somewhere — 216 Disclosures Companies Wrote Themselves, on Pages Nobody Reads
Retail sees a clean auditor's opinion and stops worrying. But money does not leave a company through the profit line. It leaves through the related-party transactions and legal disputes sections, which management is required to write up itself under SEC rules — buried in 200 pages of text. This piece hands you a Thai search-term set you can Ctrl+F immediately, opens a real FY2021 case where the auditor signed a clean opinion 8 months before the crisis while the company itself disclosed lending to an entity with no operations, and counts how many listed companies market-wide have cash flowing out to related entities. Every line carries a page number and an SEC link.
Earnings Can Be Dressed Up. The Cash Has to Land Somewhere — 216 Disclosures Companies Wrote Themselves, on Pages Nobody Reads
Retail sees a clean auditor's opinion and stops worrying. But money does not leave a company through the profit line. It leaves through the related-party transactions and legal disputes sections, which management is required to write up itself under SEC rules — buried in 200 pages of text. This piece hands you a Thai search-term set you can Ctrl+F immediately, opens a real FY2021 case where the auditor signed a clean opinion 8 months before the crisis while the company itself disclosed lending to an entity with no operations, and counts how many listed companies market-wide have cash flowing out to related entities. Every line carries a page number and an SEC link.
Picture a morning.
You open your broker app and two letters are sitting beside a name you hold — SP
Trading suspended. No sell button. No price. No exit. Then the headlines start landing: management accused, money gone from the company, the SEC (Thailand's Securities and Exchange Commission) in the door.
I can guess the sentence you say to yourself in that minute:
"The financials looked fine. There was profit. The auditor signed off."
And here is the hardest thing in this article — you are right on every count. The financial statements did look fine. The profit was there. The auditor did sign an unqualified opinion.
Nothing was concealed. It was written on a page you never opened.
Retail is asking the wrong question
When a case like this breaks, the first question in the group chat is almost always "how did they cook the books?"
I understand why people ask it. It is still the wrong question, because it sends you to the profit line — the single most malleable number in the entire set. Recognise revenue a little earlier, provision a little less, stretch asset lives a little further, and profit moves without one baht of cash moving.
The institutional question is different, and much shorter:
"If the profit is fiction, where did the actual cash go?"
That is the whole difference. Profit is an accounting opinion. Cash is a fact. Money that leaves the company's account has to land somewhere, and no matter how hard anyone wants to bury it, it has to be recorded — the law forces the disclosure.
One question is left: do you know where it gets recorded?
The legal pipe: related-party transactions
Form 56-1 (One Report) carries a section that never makes it into an earnings-summary clip — Section 9, Internal Control and Related-Party Transactions. (I mapped the whole filing in the article on Form 56-1 structure.)
A related-party transaction is a deal the company does with an insider — a director, a major shareholder, a subsidiary, an associate, or an entity the same group of people controls.
The line, drawn before anyone misreads it: most related-party transactions are normal and completely legal. A parent lends to a subsidiary to expand a plant. A group runs a shared services centre. This happens every day in every sector, and disclosing it is an obligation, not an admission of anything.
But it is the one channel through which company cash reaches insiders legally. Misused, it is a highly efficient siphon, precisely because every step is fully documented.
The question is not whether related-party transactions exist. It is direction
This is the core, and the point self-directed readers miss most often — I nearly missed it myself while counting the numbers for this article.
| What you see | Money direction | How to read it |
|---|---|---|
| Loans from related parties | 💰 IN to the company | Normal. Usually a liquidity injection from a major shareholder. Sometimes it is good news. |
| Loans to directors / related parties | 🚨 OUT of the company | This is the line to read. Shareholder money has gone to sit with insiders. |
| Advances to related parties | 🚨 OUT | Paid out, not yet returned — the name sounds small, the cumulative balance is not. |
| Receivables from related parties (that never come down) | 🚨 OUT AND NEVER BACK | Sold to your own people, revenue booked, cash never collected. |
The bottom row is the dangerous one, because it is "phantom profit" in its purest form — the company books revenue on a sale to a related party, reported profit improves on the spot, and the cash never arrives. All that grows is the receivable sitting on the balance sheet.
Three questions I run on any outbound item — lifted straight from the counterparty risk work I did inside a bank:
- Is it secured? An outside borrower has to post collateral. Why does an insider not?
- What is the rate, against what the company itself borrows at? Borrow from a bank at 6%, on-lend to a related party at 3%, and the spread is paid by shareholders.
- What was last year's balance? A balance that never comes down means nobody intends to repay.
How many across Thai equities — I counted
I scanned the entire Boom Leverage Terminal archive (index built 14 Aug 2026 · counted 15 Aug 2026 · covering FY2021–FY2025), counting only the items the system actually serves for search today, not everything sitting in the archive. That distinction gets explained at the end, and it is the part I most want you to remember.
Cash moving out to insiders + legal disputes — market-wide
910 companies with documents in the archive · FY2021–FY2025 · counted 15 Aug 2026
Outbound items — loans / advances / receivables to insiders
216 items
71 companies ≈ 7.8% of 910
All searchable related-party transactions
906 items
202 companies — mostly routine; use as the baseline
Legal disputes / named as defendant
1,094 items
176 companies ≈ 19.3% of 910
Of those 216 — written by the company itself
191 items
risk factors 122 · MD&A 69
Of those 216 — raised by the auditor
25 items
12 companies · mostly KAM (22 items)
Sitting in pipes we still keep locked
2,480 items
1,141 related-party + 1,339 disputes — reason at the end of this article
The numbers to stop on are 191 and 25.
Of the 216 items where cash moved out to insiders, the auditor raised 25. The other 191 — the company wrote them down itself, in the risk factors and the management discussion and analysis (MD&A).
Read that again: none of this came from an investigation. None of it came from a source. It came from what companies wrote about themselves in documents filed with the SEC.
That is the real asymmetry in this market. Nobody holds better information — everyone holds the identical dataset. The only difference is who has the time to read it.
The case to read slowest: "Company M", FY2021
This case is the answer to the whole article. Three ground rules first, so nobody reads past what the evidence supports.
Ground rules for this case
1. Every line below comes from a document filed with the SEC before the event. This auditor's report was signed in Bangkok on 25 February 2022 — roughly eight and a half months before the November 2022 event. I took the date the auditor signed inside the document, not the file creation date (which is the date we downloaded it and proves nothing).
2. This is not a claim that anyone should have known in advance. No line in this document predicts what came later, and I am not telling you that reading it shows you the future.
3. The case is here to teach a reading method, not to recommend a security or accuse anyone. Every passage is the company's own words or the auditor's.
4. I stripped the company name myself and call it "Company M" — even though every document is public and ordinarily citable — because what I want you to walk out with is the method, not a ticker · Every figure, fiscal year, page number and passage below is real and unedited. To verify it yourself, copy the English sentence out of the box and search it in the SEC's disclosure system or in the Terminal. It comes straight up.
The first thing to know, and it is the entire twist
Company M · real case study
Type of auditor's opinion by fiscal year (name removed by the author)
- FY FY2021✅ Clean — unqualified
- FY FY2022✅ Clean — unqualified
- FY FY2023✅ Clean — unqualified
- FY FY2024✅ Clean — unqualified
- FY FY2025✅ Clean — unqualified
Company M's auditor's opinion is clean every year from FY2021 through FY2025. No qualification. No disclaimer of opinion. Including FY2022, the year the event happened.
I wrote an entire article on the auditor's opinion and I stand behind every word of it: it is the highest-value first gate you have. This case is exactly why it has to be the first gate and not the only one.
What the same document says
The auditor signed clean. And in the key audit matters (KAM) section — where the auditor sets out what took the most work that year — this is what got written:
Company M · FY2021 — what sits inside the document the auditor signed clean
Auditor's report signed in Bangkok, 25 Feb 2022
“Impairment of investment in subsidiaries and Allowance for expected credit loss of trade and other current receivables - related parties and Allowance for expected credit loss for doubtful accounts for loans to and interest receivable from subsidiaries in the separate financial statements”
A KAM is not a warning and not a prediction of fraud — I hammered this in the last article and I will hammer it again. A KAM is part of a clean report. It is the auditor saying "this is what cost me the most work this year."
Which is precisely what makes it useful — it is a treasure map to where the accounts lean hardest on judgement. Here the map points at receivables and loans to related parties and at financial assets worth 66% of the entire company's assets.
The question to leave sitting in your head: if the one party with authority to open the actual books says related-party debt was the hardest thing on the desk that year, why has the shareholder never once opened that page?
And this is the part the company wrote down itself
This is the core of the article. Management wrote every passage below, in that same document — quoted unedited, except the counterparty names, which I replaced with [บริษัท D] / [บริษัท S] / [บริษัท P] under this article's anonymisation policy. Every other word and every figure is real:
| What the company wrote | How to read it |
|---|---|
"[บริษัท D] has no plan of payment because of no operation. The loan has been fully set up for allowance for doubtful accounts." | Lent to an entity with no operations and no repayment plan — a full allowance is the company conceding the cash is not coming back |
"The loan is not in proportion to their shareholding because the Company is a major shareholder and provide financial support to [บริษัท D]…" | Funded beyond its ownership share — the other shareholders of Company D did not put money in pro rata. Company M did. |
"Such loans have not yet been set up for allowance for doubtful accounts because the management has already considered that [บริษัท S] will start in 2020." | No allowance booked, because management believed the other entity would begin operating — written into the FY2021 accounts on the strength of a 2020 plan |
| Film licence receivables of ฿6.37 million, due since Nov 2018 / Dec 2018 / Dec 2019 | Three years past due, and the balance has not moved against end-2020 |
Guarantee for [บริษัท P], named as second defendant — a financial institution filed in civil court on 12 Oct 2017 over a debt of ฿81.70 million plus interest · outstanding ฿77.85 million + interest ฿44.32 million = ฿122.17 million | An obligation living outside the income statement — it never touches the net profit line you look at, and it hits cash the day the case is lost |
All of it sits in a public document, free to download, filed eight and a half months before the event, inside a report the auditor certified as "ถูกต้องตามที่ควรในสาระสำคัญ" [the numbers tie and the disclosures are all there — nobody said a word about whether the business is sound].
These two facts do not conflict. The auditor certified that the figures are right and the disclosure is complete — and it was complete, which is the only reason you are reading it now. It is not the auditor's job to tell you whether the business is good or bad. That job is yours, and the raw material has already been laid out for you.
Arsenal: the Thai search terms, ready to Ctrl+F
As in the last piece, every term is lifted from real Thai-language One Report filings sitting on my disk, not translated by me — the figure in brackets is the hit count in that filing, proof the term exists and searches cleanly.
Group 1 — related-party transactions
| Search this | What to do when you hit it |
|---|---|
รายการระหว่างกัน | Starting point (SELIC 50 hits · PCC 31 · IFEC 14) — takes you to Section 9 |
บุคคลที่อาจมีความขัดแย้ง | The table naming who the insiders are (PCC 9 · SELIC 9 · IFEC 3) — read every name before you look at a single figure |
รายการธุรกิจกับกิจการที่เกี่ยวข้องกัน | The heading inside the notes to the financial statements — real figures and prior-year balances live here |
บุคคลหรือกิจการที่เกี่ยวข้องกัน | The wording used in the notes differs from the wording in the body of Form 56-1 — search both |
เงินให้กู้ยืม · เงินให้กู้ยืมระยะสั้น | 🚨 Outbound (PCC 16 / 9 hits) — read straight on: to whom, secured or not, at what rate |
เงินทดรองจ่าย | 🚨 Outbound (IFEC 5 · PCC 1) — the cumulative balance compounds faster than the name suggests |
Group 2 — disputes and obligations that never reach the income statement
| Search this | What to do when you hit it |
|---|---|
ข้อพิพาททางกฎหมาย | Standard heading in Part 1 of the filing (PCC 4 · IFEC 4 · SELIC 3) |
ถูกฟ้องร้อง | Turns up in running text (IFEC 11 hits) — catches cases that never sit under the standard heading |
ภาระผูกพันและหนี้สินที่อาจเกิดขึ้น | The most important heading in this group — guarantees, litigation, obligations not yet recognised as liabilities. It was in every filing I opened |
หนี้สินที่อาจเกิดขึ้น | Short form of the above; some filings use it instead |
⚠️ Same warning as the last article: a hit is not a problem. Every listed company has a
รายการระหว่างกันsection and almost every one hasภาระผูกพันและหนี้สินที่อาจเกิดขึ้น— the search term gets you to the page; it does not read the page for you. What decides is direction · collateral · interest rate · and the prior-year balance
Why knowing the search terms still is not enough
The tables above are free and I mean it — you can do this yourself, and every piece of the data is public.
But run the arithmetic, the way I did in the last article, and you see the problem was never finding it:
10 positions × 5 fiscal years back = 50 filings
~200–300 pages each ≈ 12,500 pages
Each filing needs 3 openings, not one:
Section 9, related-party transactions
+ notes to the financial statements (real figures + prior year)
+ commitments and contingent liabilities
= 150 places to open
And you still have to line them up across years yourself
The brutal part is not the opening — it is the remembering. The signal from a siphon never sits in one year's number. It sits in a balance that never comes down. You write down the FY2021 related-party receivable, open the FY2022 filing to compare, then FY2023 — per company, per line item.
This is not analysis. This is manual labour. And it is the only reason the institutional side has an edge — not because they are smarter, but because they pay people to sit and do this as a full-time job. You have the window at 10pm after work.
What I built to fix this — and what I still refuse to ship
Ask by meaning, instead of opening one file at a time
Type "เงินให้กู้ยืมแก่กิจการที่เกี่ยวข้องกัน" [cash lent out to entities the same people control] or "ถูกฟ้องร้องคดี" [the company is a defendant somewhere and had to write it down] once, and the system sweeps the MD&A, the risk factors and the auditor's reports of 916 companies across FY2021–FY2026 at the same time — INGRS, EASON, BCT, ADD, CRANE in the table below all came out of a search like this, not out of opening filings one at a time.
Why you can check it: Every result is verbatim text from a real document, carrying the company name, fiscal year, page number and a link to the source file at the SEC — no summarising, no fabricated figures. If the system cannot point to which page a sentence sits on, it never reaches the screen at all.
Here is what the system actually returned on a query about loans to related parties — every line clicks through to the original:
| Company | Fiscal year | What the document says |
|---|---|---|
| INGRS | FY2025 | The auditor added an emphasis-of-matter paragraph specifically on short-term loans to related parties (page 2) — "…regarding the short-term loans to related parties. The Company and the subsidiaries in Malaysia have provided short-term loans to the parent company." · In the same year the company reported an expected credit loss allowance on group trade receivables of ฿300.5 million |
| EASON | FY2024 → FY2025 | Loans to related parties of ฿169.60 million (net of expected credit loss allowance), then ฿42.35 / ฿165.60 million the following year on the consolidated / separate statements — a KAM two years running, because the allowance assessment leans hard on judgement |
| BCT | FY2022 · FY2023 | Long-term loan to an overseas associate, unsecured, at SOFR+3.5%, full repayment due Jun 2026 — KAM two years running |
| ADD | FY2025 | Loan to an associate of ฿29,550,000, ECL allowance of ฿10,353,923 (page 239) · The company states itself that the associate it holds 15% of missed three consecutive principal instalments |
| CRANE | FY2022 | KAM on the expected credit loss allowance for loans to related parties, plus impairment of investments in subsidiaries |
| 3K-BAT | FY2021–FY2024 | Emphasis of matter on a former-employee lawsuit, four years in a row — the dispute-side example that reads as a direction, not an incident |
And this is the part of the article I most want to talk about
Our archive holds two specialist pipes, Forensic and Governance. Between them sit 116,138 extracted items — including 1,031 in the related-party category alone, plus litigation items in the tens of thousands.
They are locked. Not one customer can open them.
Pipe status — why some pipes are still closed
Measured 15 Aug 2026 · index built 14 Aug 2026
Risk factors
Live
page coordinates provable 99.24%
MD&A / financial statements
Live
page coordinates provable 99.03%
Auditor's report
Live
page coordinates provable 99.48%
Forensic
102,641 items
extracted · has not cleared the coordinate proof gate · locked
Governance
13,497 items
includes related-party 1,031 · has not cleared the coordinate proof gate · locked
What the locked pipes return to customers today
0 items
cut at the request layer, fail-closed
There is one reason for the lock: neither pipe has cleared the page-coordinate proof gate.
The Terminal has a single hard rule I will not bend — if we cannot draw a box back to where a sentence sits on which page of the source file, we do not display it at all. Not with a warning attached. Not flagged as beta. We do not display it.
Unlock it today and the number on the sales page jumps from thousands to hundreds of thousands overnight. It would be paid for with the only thing a tool like this actually sells — confidence that everything on your screen clicks back to the real document.
Years on the model validation side inside a bank taught me that "less data, every line provable" beats "more data, take our word for it" every single time — because data you cannot prove is not evidence. It is opinion, and I am not in the business of selling opinion. (Same principle I set out in the three gates that stop an AI from inventing numbers.)
When these two pipes clear the same gate the other three cleared, they open on their own, and I will write it up — with numbers you can measure, the way I always have.
Update 27 Aug 2026 — the first pipe is open
The paragraphs above were written on 15 Aug 2026 and are left character-for-character as they stood, because that was the real state on that day — but what was promised in the last line has happened.
The pipe this article calls Forensic cleared the page-coordinate proof gate and went live for customers on 25 Aug (inside the per-company health check) and 27 Aug (as a full search category) — under the name "Operating Quality", not the old one. In finance, forensic means fraud investigation, and that is not what this pipe does. It reads what a company writes about itself in the MD&A, through 6 lenses.
The numbers I promised, measured on the index actually being served (built 26 Aug 2026) before the search category opened: 103,246 of 104,153 items proved out = 99.13% — above the average of the three pipes already live (99.07%). Rows that still fail proof stay held back, exactly as before. Nothing was waved through to hit a launch date.
The Governance pipe stays locked, on precisely the same condition.
What this tool cannot do — read before you act
1. We read what was disclosed. We do not audit. If a transaction was kept off the books or hidden from the auditor as well, it is not in the document, and no search tool on earth will find it. Anyone telling you they have a system that catches every kind of fraud is selling something that does not exist.
2. Most related-party transactions are normal. The 216 items counted are not 216 accusations. They are 216 places worth reading further, and most of them end with "fine, nothing here".
3. The case in this article is here to teach a reading method. Every passage is what the company or the auditor wrote in a document filed with the SEC, with the fiscal year and page number attached so you can check — it is not a claim that anyone broke the law.
4. Current data scope 916 companies in the index · 910 companies with an auditor's report in the archive · FY2021–FY2026 · The pre-FY2021 archive is still being built in the back office and is not searchable yet
Run it yourself — 6 steps
| Step | Do this | Ctrl+F this (Thai filing) |
|---|---|---|
| 1 | Open the related-party transactions section | รายการระหว่างกัน |
| 2 | Read who the insiders are first | บุคคลที่อาจมีความขัดแย้ง |
| 3 | Find the outbound direction | เงินให้กู้ยืม · เงินทดรองจ่าย — then ask: to whom · secured or not · at what rate |
| 4 | Go to the notes and pull the prior-year balance to compare | บุคคลหรือกิจการที่เกี่ยวข้องกัน — a balance that never comes down is the signal |
| 5 | Check the obligations that never reach the income statement | ภาระผูกพันและหนี้สินที่อาจเกิดขึ้น · ข้อพิพาททางกฎหมาย · ถูกฟ้องร้อง |
| 6 | Repeat on the prior-year filings, at least 3 years back | The most expensive step, and the one no search term helps with |
Try it on your own book
You can do this by hand. Use the 6-step table above. The documents are public and free to download from the SEC.
To skip the grunt work — Boom Leverage Terminal. Type "เงินให้กู้ยืมแก่กิจการที่เกี่ยวข้องกัน" [money going out the door to entities the same people control] or a ticker you hold, and see who in this market has written it down, in the company's own words, with page numbers and SEC links to check every line.
Start with the position you have held longest without ever reopening the filings.
Log in today and the DELTA pack is free through 30 Sep 2026 — a full 4 years of history (deep enough to see whether the related-party receivable comes down or never moves) · 150 credits/day · no card required. Billing is switched off entirely for the duration, and when the entitlement expires the account drops back to the free pack with nothing charged — why we are giving it away, and the full terms · For a straight pack comparison, read the pack selection guide · Team and institutional (seats · Excel export · API) at the Enterprise page or contact@boomleverage.com
Read alongside: The auditor's opinion — the first gate to clear before this article · The full Form 56-1 map: 4 parts, 9 sections · The early-warning system I built inside a bank
Disclaimer: This article exists to educate and to explain how to read documents that listed companies disclose publicly. It is not investment advice, it recommends no security, and it guarantees no outcome. All company information cited is taken from documents filed with the SEC, with fiscal year and page number given so it can be checked · The presence of related-party transactions, loans to related parties, or legal disputes is not an indication that a company broke the law or dressed its accounts — most such items are ordinary business that the rules require to be disclosed · All statistics are measured on an index built 14 Aug 2026 and counted 15 Aug 2026, and they change as new documents enter the archive · Investment carries risk. Past results do not guarantee future ones
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