SET Announcements

recorded the "Excess of Investment Over Net Assets" as part of "Other Assets" which is being amortized as expense over a period of 8 years. As at September 30, 1999, the unamortized balance amounted to approximately Baht 64.9 million. The Company has included the financial statements of Loxley Trading Company Limited, in which the Company invested 50% of the shareholding in May 1994, for consolidation since it had control over the investee. At the date of the acquisition of the shares in Loxley Trading Company Limited, the Company had to pay for the share capital exceeding the net assets value of that subsidiary. As a result, the Company recorded the "Excess of Investment Over Net Assets" as part of "Other Assets" which is being amortized as an expense over a period of 15 years. As at September 30, 1999, the unamortized balance amounted to approximately Baht 33.5 million. During the third quarter of 1996, the Company invested 90% in the share capital of Loxley Utilities Services Company Limited. In this connection, the Company had to pay for the share capital exceeding the net assets value of that subsidiary. As a result, the Company recorded the "Excess of Investment Over Net Assets" as part of "Other Assets" which is being amortized as expense over a period of 15 years. However, in the third quarter of 1999, the Company wrote-off the unamortized balance amounted to approximately Baht 47.6 million as expense in the consolidated interim financial statements because this excess of investment over net assets had no further benefit. During the third quarter of 1999, Loxley Information Holding Company Limited (LIH), a subsidiary of Loxley Business Information Technology Company Limited (LOXBIT), sold out its additional increase in share capital amounting to Baht 7.3 million to the third parties by Baht 138.4 million. Subsequently, LOXBIT sold a portion of investment in common shares of LIH to the third parties which effected the percertage of shareholding of LOXBIT in LIH reducing to 66.67%. As a result, the equity in net assets of LOXBIT in LIH was increased approximately of Baht 87.7 million. Since the Company directly hold 99.99% of share in LOXBIT, therefore, the Company recognized this affect and presented as "Premium on capital in equity of subsidiary" as part of "Capital Deficiency" in the balance sheets. - 5 - The Company accounts for its investments in shares of associated companies for the consolidated financial statements and investments in shares of subsidiaries and associated companies for the Company's financial statements by the equity method. In case of the subsidiary and/or associated company reports net loss, the Company will discontinue applying the equity method when the balance of investment in such subsidiary and/or associated company is reduced to zero and shall not recognize for additional losses because the Company did not have contingent liabilities or guarantees for subsidiaries and/or associated companies. The Company will resume applying the equity method only after the subsidiary and/or associated company subsequently reports net income, and its share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. 3. ACCOUNTING CHANGE Starting from January 1, 1999, the Company adopted Statement No. 40 issued by the Institute of Certified Accountants and Auditors of Thailand which prescribes that all available - for - sale securities classified as long-term investment be measured at fair value and the changes in the fair value of those investments will report as a separate component of shareholders' equity in the balance sheets. This accounting standard becomes operative for financial statements covering periods beginning on or after January 1, 1999. (Before January 1, 1999, the Company valued said investments at the lower of the aggregate cost or the aggregate market value). 4. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted average number of fully paid-up share capital outstanding during the periods. The Company presents diluted earnings per share for comparison purpose by dividing the net income (loss) adjusted with interest expense and related other expenses from convertible bonds by the weighted average number of dilutive potential ordinary shares outstanding during the periods. - 6 - Consolidated For three-month period ended September 30 Amount No. of Shares Earnings (loss) per Share (In Thousand Baht) (Shares) (In Baht) 1999 1998 1999 1998 1999 1998 Basic earnings (loss) per share Net income (loss) attributable to ordinary shareholders ( 814,481) 500,187 40,000,000 40,000,000 (20.36) 12.50 Effects of dilutive potential orignal shares - Euro convertible bonds 837,884 ( 394,412) 10,790,000 10,790,000 Diluted earnings per share Earnings of ordinary share deem to has been converted into ordinary shares 23,403 105,775 50,790,000 50,790,000 0.46 2.08 For nine-month period ended September 30 Amount No. of Shares Earnings (loss) per Share (In Thousand Baht) (Shares) (In Baht) 1999 1998 1999 1998 1999 1998 Basic earnings (loss) per share Net income (loss) attributable to ordinary shareholders ( 767,628) 1,258,225 40,000,000 40,000,000 (19.19) 31.46 Effects of dilutive potential orignial shares - Euro convertible bonds 1,068,274 ( 892,224) 10,790,000 10,790,000 Diluted earnings per share Earnings of ordinary share deem to has been converted into ordinary shares 300,646 366,001 50,790,000 50,790,000 5.92 7.21 - 7 - The Company For three-month period ended September 30 Amount No. of Shares Earnings (loss) per Share (In Thousand Baht) (Shares) (In Baht) 1999 1998 1999 1998 1999 1998 Basic earnings (loss) per share Net income (loss) attributable to ordinary shareholders ( 764,572) 521,318 40,000,000 40,000,000 (19.11) 13.03 Effects of dilutive potential orignial shares - Euro convertible bonds 837,884 ( 394,412) 10,790,000 10,790,000 Diluted earnings per share Earnings of ordinary share deem to has been converted into ordinary shares 73,312 126,906 50,790,000 50,790,000 1.44 2.50 For nine-month period ended September 30 Amount No. of Shares Earnings (loss) per Share (In Thousand Baht) (Shares) (In Baht) 1999 1998 1999 1998 1999 1998 Basic earnings (loss) per share Net income (loss) attributable to ordinary shareholders ( 724,092) 1,292,793 40,000,000 40,000,000 ( 18.10) 32.32 Effects of dilutive potential orignial shares - Euro convertible bonds 1,068,274 ( 892,224) 10,790,000 10,790,000 Diluted earnings per share Earnings of ordinary share deem to has been converted into ordinary shares 344,182 400,569 50,790,000 50,790,000 6.78 7.89 5. RELATED PARTY TRANSACTIONS A portion of sales of products and services, fees, other income, purchases and selling and administrative expenses are represented by transactions with their subsidiaries, associated and other related companies. These companies are related through common shareholdings and/or directorships. The accompanying interim financial statements reflect the effects of these transactions which arose in the ordinary course of business. Account balances with these related companies at September 30, 1999 and 1998 were shown separately in the balance sheets. - 8 - Significant transactions during the three-month and nine-month periods ended September 30, 1999 and 1998 which included in the accompanying interim financial statements were as follows: In Thousand Baht Three-month period ended September 30 Consolidated The Company 1999 1998 1999 1998 Sales of products and services 11,839 31,072 79,915 76,900 Fees and other income 18,022 4,590 26,083 6,101 Purchases 17,538 105,287 56,468 147,357 Selling and administrative Expenses 5,387 2,077 12,965 725 In Thousand Baht Nine-month period ended September 30 Consolidated The Company 1999 1998 1999 1998 Sales of products and services 80,410 119,338 176,949 211,229 Fees and other income 54,683 6,374 79,718 19,487 Purchases 30,468 179,076 110,030 276,482 Selling and administrative Expenses 8,561 6,611 42,999 3,791 6. ACCOUNTS RECEIVABLE - TRADE AND OTHERS As at September 30, 1999, the Company and subsidiaries had overdue accounts receivable-trade. The aging receivables were as follows: In Thousand Baht Consolidated The Company Over 3 months to 6 months 141,969 85,991 Over 6 months to 12 months 193,682 92,296 Over 12 months 545,392 315,387 Total 881,043 493,674 The Company and subsidiaries set up allowance for doubtful accounts for the period ended September 30, 1999 amounting to approximately Baht 313.7 million (Baht 230.1 million for the Company). Based on historical collection experience, the management believes that the allowance for doubtful accounts is adequate. - 9 - 7. INVESTMENTS IN SUBSIDIARIES, ASSOCIATED, RELATED AND OTHER COMPANIES These consisted of: Consolidated Percentage Fully Paid up Of Holding Nature of Business Relationship Share Capital 1999 1998 Associated Companies - At Equity Saxon (Thailand) Blending castrol Company Limited lubricants Shareholders Baht 10,000,000 50 50 Castrol (Thailand) Company Limited Distribute lubricants Shareholders Baht 40,000,000 49 49 Thai Fiber Optic Company Limited Optic Cable Shareholders Baht 100,000,000 40 40 Ericsson Thai Network Company Limited Outside plant services Shareholders Baht 15,000,000 33 33 Lao Soft Drink Company Limited Produce and sale soft drink in Lao Shareholders Kip 2,448,000,000 30 30 Loxley Aluminium and Design and installation Engineering Company Limited glass and aluminium Shareholders Baht 54,000,000 30 30 Newspager Corporation Limited Sale and service of pager in USA Shareholders USD 4,896,895 27 27 Thai Cellulose Products Company Manufacturing of sodium Limited carboxy methyl cellulose Shareholders Baht 180,000,000 26 26 Lao Brewery Company Limited Produce and sale beer in Lao Shareholders Kip 14,400,000,000 26 26 BHP Steel Building Product Produce and distribute (Thailand) Company Limited lysaght metal sheet Shareholders Baht 83,500,000 25 25 Houay Ho Power Company Limited Hydropower Shareholders USD 50,000,000 20 20 Thai Flying Service Company Limited Aviation business Shareholders Baht 50,000,000 - 25 Related and Other Companies Available - for - sale securities - at fair value in 1999 and at the lower of the aggregate cost or the aggregate market value in 1998 Thai Telephone and Telecommunication Public Telephone service Company Limited concession Shareholders Baht 11,250,000,000 13 13 Phatra Insurance Public Company Limited Insurance business Shareholders Baht 200,000,000 8 8 General Investments - at cost BHP Steel (Thailand) Produce and distribute Company Limited lysaght metal sheet Shareholders Baht 2,500,000,000 18 18 The Preferred Shares - Subordinated Debentures of Thai Farmers Bank Plc. Fund Fund manager Shareholders Baht 40,000,000,000 0.25 - Space Imaging, Inc. Satellite photography Shareholders USD 216,116,127 0.8 0.8 - 10 - In Thousand Baht Investment - At Cost Investment - At Equity Dividend 1999 1998 1999 1998 1999 1998 Associated Companies - At Equity Saxon (Thailand) Company Limited 5,000 5,000 78,439 126,274 54,967 39,976 Castrol (Thailand) Company Limited 19,600 19,600 316,214 339,416 142,086 19,598 Thai Fiber Optic Company Limited 40,000 40,000 - 1,234 - - Ericsson Thai Network Company Limited 5,000 5,000 6,528 10,644 3,998 5,922 Lao Soft Drink Company Limited 25,715 25,715 22,606 31,971 5,340 9,702 Loxley Aluminium and Engineering Company Limited 16,135 16,135 - - - - Newspager Corporation Limited 98,746 98,746 26,192 36,871 - - Thai Cellulose Products Company Limited 46,800 46,800 - - - - Lao Brewery Company Limited 129,480 129,480 116,520 128,560 26,670 63,146 BHP Steel Building Product (Thailand) Company Limited 20,875 20,875 89,342 92,075 7,515 - Houay Ho Power Company Limited 254,234 254,234 410,271 392,829 - - Thai Flying Service Company Limited - 16,875 - 13,429 - - Others 91,140 92,807 21,427 19,533 780 - Total 752,725 771,267 1,087,539 1,192,836 241,356 138,344 Related and Other Companies Available - for - sale securities - at fair value in 1999 and at the lower of the aggregate cost or the aggregate market value in 1998 Thai Telephone and Telecommunication Public Company Limited 1,753,873 1,753,873 - - Phatra Insurance Public Company Limited 35,621 35,621 13,061 14,530 Others 13,787 13,788 360 - Total 1,803,281 1,803,282 13,421 14,530 Less allowance for impairment in value of available - for - sale securities ( 726,952) ( 1,130,532) Net 1,076,329 672,750 General Investments - at cost BHP Steel (Thailand) Company Limited 450,000 450,000 - - The Preferred Shares - Subordinated Debentures of Thai Farmers Bank Plc. Fund 100,000 - 7,926 - Space Imaging, Inc. 51,133 51,133 - - Others 197,431 144,926 974 150 Total 798,564 646,059 8,900 150 Less allowance for impairment in value of general investments ( 20,000) ( 10,000) Net 778,564 636,059 - 11 - The Company Percentage Fully Paid up Of Holding Nature of Business Relationship Share Capital 1999 1998 Subsidiary Companies - At Equity Loxley Business Information Trading computer and Company Limited and subsidiaries banking information system Shareholders Baht 295,000,000 99 99 Loxley Myanmar Company Limited (not yet started principal commercial operations) International trading Shareholders Jad 1,000,000 99 99 Loxley Wireless Company Limited Sale and service of mobile phone Shareholders Baht 30,000,000 99 99 Jago Company Limited (not yet started principal commercial operations) Lottery on-line Shareholders Baht 330,000,000 99 99 Loxley Energy Company Limited (not yet started principal commercial operations) Electric power business Shareholders Baht 2,500,000 99 99 Loxley Utilities Services Sale and service waste Company Limited water treatment Shareholders Baht 15,000,000 90 90 Loxley Broadcast and Media Broadcast and Company Limited and subsidiary media/TV cable Shareholders Baht 79,000,000 74 60 Loxley Comware Company Limited Sale and service of network Shareholders Baht 7,000,000 70 70 Societed Commercial Lao Company Limited Commercial trading in Lao. Shareholders Kip 162,750,000 67 67 Loxley Newteck Company Limited Construction with polyurethane Shareholders Baht 20,000,000 67 67 Loxley Pacific Company Limited Telecommunication service Shareholders Baht 300,000,000 63 63 Loxley Infra Company Limited Projects consultant and construction utility Shareholders Baht 20,000,000 60 60 Loxley Pagephone Company Limited and subsidiary Sale of pager Shareholders Baht 230,000,000 55 55 Loxley Satellite Communications Company Limited (not yet started Satellite transmission principal commercial operations) services Shareholders Baht 10,000,000 51 51 Loxley Trading Company Limited Sale consumer product Shareholders Baht 50,000,000 50 50 Loxley Property Development Construction business and Company Limited building for rent Shareholders Baht 107,500,000 40 40 LoxData Company Limited Call center service Shareholders Baht 10,000,000 - 52 - 12 - In Thousand Baht Investment - At Cost Investment - At Equity Dividend 1999 1998 1999 1998 1999 1998 Subsidiary Companies - At Equity Loxley Business Information Company Limited and subsidiaries 294,200 279,200 417,290 314,753 - - Loxley Myanmar Company Limited (not yet started principal commercial operations) 4,197 4,197 1,810 1,993 - - Loxley Wireless Company Limited 30,000 30,000 31,852 24,579 - - Jago Company Limited (not yet started principal commercial operations) 330,000 330,000 330,000 330,000 - - Loxley Energy Company Limited (not yet started principal commercial operations) 2,499 2,499 1,032 2,104 - - Loxley Utilities Services Company Limited 2,000 2,000 - - - - Loxley Broadcast and Media Company Limited and subsidiary 58,600 30,600 - - - - Loxley Comware Company Limited 4,900 4,900 - - - - Societed Commercial Lao Company Limited 8,714 8,714 8,651 1,882 - - Loxley Newteck Company Limited 13,334 13,334 - - - - Loxley Pacific Company Limited 188,400 188,400 87,135 95,866 - - Loxley Infra Company Limited 12,000 12,000 10,902 5,244 - - Loxley Pagephone Company Limited and subsidiary 126,500 126,500 209,509 203,945 - - Loxley Satellite Communications Company Limited (not yet started principal commercial operations) 5,100 5,100 3,021 3,332 - - Loxley Trading Company Limited 25,000 25,000 143,358 115,056 - - Loxley Property Development Company Limited 43,000 43,000 30,964 30,539 - - LoxData Company Limited - 5,200 - 4,669 - - Total 1,148,444 1,110,644 1,275,524 1,133,962 - - - 13 - Percentage Fully Paid up Of Holding Nature of Business Relationship Share Capital 1999 1998 Associated Companies - At Equity Saxon (Thailand) Company Limited Blending castrol lubricants Shareholders Baht 10,000,000 50 50 Castrol (Thailand) Company Limited Distribute lubricants Shareholders Baht 40,000,000 49 49 Thai Fiber Optic Company Limited Optic Cable Shareholders Baht 100,000,000 40 40 Ericsson Thai Network Company Limited Outside plant services Shareholders Baht 15,000,000 33 33 Lao soft Drink Company Limited Produce and sale soft drink in Lao Shareholders Kip 2,448,000,000 30 30 Loxley Aluminium and Engineering Design and installation Company Limited glass and aluminium Shareholders Baht 54,000,000 30 30 Newspager Corporation Limited Sale and service of pager in USA Shareholders USD 4,896,895 27 27 Thai Cellulose Products Company Manufacturing of sodium Limited carboxy metholy cellulose Shareholders Baht 180,000,000 26 26 Lao Brewery Company Limited Produce and sale beer in Lao Shareholders Kip 14,400,000,000 26 26 BHP Steel Building Product Produce and distribute (Thailand) Company Limited lysaght metal sheet Shareholders Baht 83,500,000 25 25 Houay Ho Power Company Limited Hydropower Shareholders USD 50,000,000 20 20 Thai Flying Service Company Limited Aviation business Shareholders Baht 50,000,000 - 25 Related and Other Companies Available - for - sale securities - at fair value in 1999 and at the lower of the aggregate cost or the aggregate market value in 1998 Thai Telephone and Telecommunication Public Telephone service Company Limited concession Shareholders Baht 11,250,000,000 13 13 Phatra Insurance Public (more)