XLEY PLC. AND SUBSIDIARIES INTERIM FINANCIAL STATEMENTS
16 พฤศจิกายน 2542
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.
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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.
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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
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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.
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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.
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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
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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
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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
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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 - -
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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)