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LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND REPORT OF CERTIFIED PUBLIC ACCOUNTANT EXPRESSED IN Thai Baht REPORT OF CERTIFIED PUBLIC ACCOUNTANT Translation of a report originally issued in Thailand To The Shareholders of Loxley Public Company Limited I have audited the balance sheets of Loxley Public Company Limited and the consolidated balance sheets of Loxley Public Company Limited and subsidiaries as at December 31, 1998 and 1997, and the related statements of income, deficit, changes in shareholders' equity and cash flows and the consolidated statements of income, deficit, changes in shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management as to their correctness and completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. I did not audit the financial statements of certain associated companies for the year ended December 31, 1997, the investments in which are reflected in the accompanying financial statements using the equity method of accounting. The balance of investments in the said associated companies as of December 31, 1997 amounting to Baht 563.2 million, which is equivalent to 3.6% of total assets in the consolidated balance sheet and 4.5% of total assets in the Company balance sheet. The equity in results of their operations included in the statement of income for the year ended December 31, 1997 amounted to net income of approximately Baht 15.4 million, which is equivalent to 0.4% of consolidated net income (loss) and the Company net income (loss) for the year then ended. The financial statements of those associated companies were audited by other auditors whose reports have been furnished to as , and my opinion, insofar as it relates to the amounts included for those entities, are based solely on the reports of other auditors. Except as discussed in the third paragraph, I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits and the reports of other auditors provide a reasonable basis for my opinion. - 2 - The Company accounts for the investments in subsidiaries and associated companies by the equity method. The financial statements of certain associated companies, which were used as a basis for accounting for the investments under the equity method, had not been audited. The investments in such associated companies at December 31, 1998 and 1997 amounted to approximately Baht 603 million and Baht 468 million, respectively, which is equivalent to 5% and 3% of total assets in the consolidated balance sheets and 6% and 4% in total assets of the Company balance sheets. The equity in results of operations of such associated companies which were included in the statements of income for the years ended December 31, 1998 and 1997, amounted to net income of approximately Baht 148 million and net loss of approximately Baht 202.7 million, respectively, which is equivalent to 12% and 5 % of consolidated net income (loss) and 11% and 5 % of the Company net income (loss). In my report dated March 25, 1998, my opinion on the 1997 financial statements was qualified as being except for the effects of non-provision for loss on decline in value of investments in listed securities. However, in 1998, the Company retroactively adjusted this provision of approximately Baht 1,068 million to the 1997 financial statements which presented in "Loss on Decline in Value of Long-Term Investments in Listed Securities" and shown as part of "Capital Deficiency" in the 1997 balance sheet to conform with generally accepted accounting principles. Accordingly, my present opinion on the 1997 financial statements, as expressed herein, is different from that expressed in my previous report. In my opinion, based on my audits and the reports of other auditors except for the effect of such adjustments, if any, as might have been required had the results of the audit of financial statements of associated companies as explained in the third paragraph been known, the financial statements referred to above present fairly, in all material respects, the financial positions of Loxley Public Company Limited and Loxley Public Company Limited and subsidiaries as of December 31, 1998 and 1997, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 4.2 to the financial statements, in 1997, the Company changed the method of accounting for income taxes. - 3 - As discussed in Note 1 to the financial statements, which summarizes the effect of the current economic environment in Thailand on the Company and subsidiaries, the operations of the Company and subsidiaries have been affected and will continue to be affected for the foreseeable future by the country's unstable economy and currency volatility in the Asia Pacific region. The accompanying financial statements do not include any adjustment that might result from these uncertainties. VICHIEN THAMTRAKUL C.P.A. (THAILAND) Registration No. 3183 Bangkok February 22, 1999 The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Thailand. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in Thailand. LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS DECEMBER 31, 1998 AND 1997 A S S E T S In Baht Consolidated The Company 1998 1997 1998 1997 CURRENT ASSETS Cash on hand and at banks 462,457,388 307,900,241 159,227,324 93,200,877 Short-term investments (Note 4.19) 1,512,306,683 1,050,161,361 1,366,887,264 914,849,513 Accounts receivable - trade and others - net (Note 4.3) -Related companies (Note 4.1) 134,536,007 178,470,871 324,929,552 310,313,195 -Other companies 1,709,639,199 2,576,214,230 755,176,420 1,001,594,202 Short-term loans to related companies (Notes 4.1 and 4.6) 358,123,947 472,345,198 374,374,981 406,845,973 Inventories - net (Note 4.4) 974,368,780 1,816,909,466 612,187,982 1,508,926,017 Other current assets (Note 4.1) 375,562,794 358,362,288 291,850,730 303,088,682 Total Current Assets 5,526,994,798 6,760,363,655 3,884,634,253 4,538,818,459 INVESTMENTS AND LOANS Investments in subsidiaries and associated companies - At equity (Notes 4.1 and 4.5) 1,122,692,051 1,570,145,840 2,243,553,073 2,560,391,426 Investments in other related companies - net (Note 4.5) 1,478,511,783 1,330,190,599 1,384,358,964 1,323,770,280 Investment in joint venture - At cost (Note 4.19) 4,108,706 5,850,285 - - Loans to related companies (Notes 4.1 and 4.6) 409,186,151 396,348,076 375,000,000 375,000,000 Total Investments and Loans 3,014,498,691 3,302,534,800 4,002,912,037 4,259,161,706 PROPERTY AND EQUIPMENT - net of accumulated depreciation (Notes 4.7 and 4.10) 2,046,778,270 2,173,329,081 668,428,495 745,025,355 OTHER ASSETS (Note 4.8) 2,065,458,550 2,507,381,804 1,458,532,464 1,917,040,023 TOTAL ASSETS 12,653,730,309 14,743,609,340 10,014,507,249 11,460,045,543 See accompanying Notes to Financial Statements. (With Mr. Vichien Thamtrakul's report dated February 22, 1999) LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS DECEMBER 31, 1998 AND 1997 LIABILITIES AND CAPITAL DEFICIENCY In Baht Consolidated The Company 1998 1997 1998 1997 CURRENT LIABILITIES Bank overdrafts and loans from financial institutions (Note 4.9) 1,588,762,381 2,300,731,573 742,661,726 965,994,154 Accounts payable - trade - Related companies (Note 4.1) 238,776,871 319,724,346 112,374,175 141,207,334 - Other companies 584,436,553 874,782,350 194,631,410 316,959,206 Current portion of advance received from customers 235,389,628 206,756,968 216,939,236 192,774,313 Current portion of long-term loans (Note 4.10) 61,664,000 112,731,524 - - Short-term loan and advance from directors 11,394,340 - - - Short-term loans and advance from related companies (Notes 4.1 and 4.11) 53,752,125 17,673,102 - - Other current liabilities 712,175,445 645,807,015 392,949,944 376,144,511 Total Current Liabilities 3,486,351,343 4,478,206,878 1,659,556,491 1,993,079,518 LONG-TERM LOANS - Net of Current Portion (Note 4.10) 309,584,524 303,396,382 - - EURO CONVERTIBLE BONDS (Note 4.12) 7,562,450,000 9,748,980,000 7,562,450,000 9,748,980,000 ADVANCE RECEIVED FROM CUSTOMERS - Net of Current Portion 227,641,208 185,890,804 - - EMPLOYEES' PROVIDENT FUND (Note 4.13) 75,119,250 106,121,581 56,548,084 82,878,135 OTHER LIABILITIES (Note 4.12) 1,145,136,140 1,037,892,603 1,139,555,464 1,015,445,832 Total Liabilities 12,806,282,465 15,860,488,248 10,418,110,039 12,840,383,485 - 2 - LIABILITIES AND CAPITAL DEFICIENCY (CONTINUED) In Baht Consolidated The Company 1998 1997 1998 1997 MINORITY INTEREST IN SUBSIDIARIES 399,968,837 366,717,001 - - SHAREHOLDERS' EQUITY Share capital - common share Baht 10 par value Authorized - 52,000,000 shares (Note 4.12) Issued and fully paid-up - 40,000,000 shares 400,000,000 400,000,000 400,000,000 400,000,000 Premium on share capital 1,485,000,000 1,485,000,000 1,485,000,000 1,485,000,000 Revaluation increment in land (Note 4.7) 205,481,500 205,481,500 205,481,500 205,481,500 Retained earnings (Deficit) Appropriated for reserve fund (Note 4.14) 52,000,000 52,000,000 52,000,000 52,000,000 Deficit ( 1,612,039,224) ( 2,876,178,982) ( 1,463,121,021) ( 2,772,921,015) Provision for unrealized loss on decline in value of long-term investments in listed securities (Note 4.5) ( 915,294,142) ( 1,067,985,326) ( 915,294,142) ( 1,067,985,326) Cumulative translation adjustment ( 167,669,127) 318,086,899 ( 167,669,127) 318,086,899 Capital Deficiency ( 552,520,993) ( 1,483,595,909) ( 403,602,790) ( 1,380,337,942) TOTAL LIABILITIES NET OF CAPITAL DEFICIENCY 12,653,730,309 14,743,609,340 10,014,507,249 11,460,045,543 See accompanying Notes to Financial Statements. (With Mr. Vichien Thamtrakul's report dated February 22, 1999) (More)