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LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND REPORT OF CERTIFIED PUBLIC ACCOUNTANT EXPRESSED IN Thai Baht REPORT OF CERTIFIED PUBLIC ACCOUNTANT 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, 1999 and 1998, 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 an associated company for the year ended December 31, 1999, the investment in which is reflected in the accompanying financial statements using the equity method of accounting. The balance of investment in the said associated company as of December 31, 1999 amounted to approximately Baht 366.7 million, which is equivalent to 2.6% of total assets in the consolidated balance sheet and 3.2% of total assets in the Company balance sheet. The equity in results of its operations included in the statement of income for the year ended December 31, 1999 amounted to net loss of approximately Baht 8.5 million, which is equivalent to 1% of consolidated net loss and 1% of the Company net loss for the year then ended. The financial statements of that associated company was audited by other auditor whose report has been furnished to me , and my opinion, insofar as it relates to the amount included for that entity, is based solely on the report of other auditor. Except as discussed in the third paragraph, I conducted my audits in accordance with generally accepted auditing standards in Thailand. 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 report of other auditor 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, most of which are incorporated and operating in foreign countries, 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, 1999 and 1998 amounted to approximately Baht 207.3 million and Baht 235.6 million, respectively, which is equivalent to 1.5% and 1.9% of total assets in the consolidated balance sheets and 1.8% and 2.4% 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, 1999 and 1998, amounted to net income of approximately Baht 94.3 million and Baht 148.1 million, respectively, which is equivalent to (11.6)% and 11.6% of consolidated net income (loss) and (12.2)% and 11.2% of the Company net income (loss). In my opinion, based on my audits and the report of other auditor 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, 1999 and 1998, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles in Thailand. The accompanying financial statements have been prepared in conformity with the accounting assumptions that the Company will continue as a going concern, which presumes the recoverability of assets and the repayment of liabilities in the ordinary course of business. However, because of certain events described in Note 2, there is substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern depends upon the success of the debt restructuring plan and the matters as described in Notes 2 and 6.13. The accompanying financial statements do not include any adjustments that might be nessessary should the Company be unable to continue as a going concern. - 3 - As discussed in Note 4.2 to the financial statements, the Company and subsidiaries have given retroactive effect to the change in accounting for certain deferred charges, previously recorded as assets, to be expense, in order to comply with the newly effective Accounting Standard Interpretation No. 4, issued by the Institute of Certified Accountants and Auditors of Thailand. VICHIEN THAMTRAKUL C.P.A. (THAILAND) Registration No. 3183 Bangkok February 18, 2000 LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS DECEMBER 31, 1999 AND 1998 A S S E T S In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) CURRENT ASSETS Cash on hand and at banks 449,750,474 462,457,388 101,442,883 159,227,324 Short-term investments (Note 6.3) 1,339,134,334 1,512,306,683 1,222,952,726 1,366,887,264 Accounts receivable - trade and others - net (Note 6.4) Related companies (Note 6.1) 82,178,996 134,536,007 272,818,086 324,929,552 -Other companies 2,192,326,165 1,709,639,199 1,141,334,724 755,176,420 Short-term loans to related companies (Notes 6.1 and 6.5) 447,650,658 358,123,947 475,523,745 374,374,981 Inventories - net (Note 6.6) 772,903,648 974,368,780 416,435,916 612,187,982 Other current assets (Note 6.1) Accrued income 260,225,683 195,474,987 289,245,436 226,062,545 Other 171,124,637 180,087,807 62,946,364 65,788,185 Total Other current assets 431,350,320 375,562,794 352,191,800 291,850,730 Total Current Assets 5,715,294,595 5,526,994,798 3,982,699,880 3,884,634,253 INVESTMENTS AND LOANS Long-term investments in subsidiaries and associated companies (Notes 6.1 and 6.7) 991,803,893 1,122,692,051 1,871,920,772 2,210,087,577 Long-term investments in related and other companies (Notes 4, 6.1 and 6.7) Available - for - sale securities - net 2,161,127,918 887,987,196 2,161,127,918 887,987,196 General investments - net 794,712,717 594,633,293 665,380,492 496,371,768 Long-term loans to related companies (Notes 6.1 and 6.5) 412,541,565 409,186,151 375,000,000 375,000,000 Total Investments and Loans 4,360,186,093 3,014,498,691 5,073,429,182 3,969,446,541 PROPERTY AND EQUIPMENT - net of accumulated depreciation (Notes 6.8 and 6.12) 1,989,473,075 2,046,778,270 602,145,358 668,428,495 OTHER ASSETS (Note 4.2) Deferred income tax 1,696,988,141 1,358,845,791 1,696,988,141 1,356,894,545 Other (Note 3) 289,411,672 633,735,679 81,965,111 62,226,335 Total Other assets 1,986,399,813 1,992,581,470 1,778,953,252 1,419,120,880 TOTAL ASSETS 14,051,353,576 12,580,853,229 11,437,227,672 9,941,630,169 See accompanying Notes to Financial Statements. (With Mr. Vichien Thamtrakul's report dated February 18, 2000) LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS DECEMBER 31, 1999 AND 1998 LIABILITIES AND SHAREHOLDERS' EQUITY In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) CURRENT LIABILITIES Bank overdrafts and loans from financial institutions (Note 6.10) 1,530,314,631 1,588,762,381 742,268,620 742,661,726 Accounts payable - trade -Related companies (Note 6.1) 182,162,003 238,776,871 104,531,189 112,374,175 -Other companies 710,465,789 584,436,553 268,885,549 194,631,410 Current portion of advance received from customers 345,263,277 235,389,628 243,405,411 216,939,236 Euro convertible bonds (Note 6.13) 3,770,980,000 - 3,770,980,000 - Current portion of long-term loans (Note 6.12) 70,000,000 61,664,000 - - Short-term loan and advance from directors 13,583,302 11,394,340 - - Short-term loans and advance from related companies (Note 6.11) 20,667,952 53,752,125 - - Other current liabilities Reserve for financial expense (Note 6.13) 1,098,863,572 - 1,098,863,572 - others 758,108,629 712,175,445 514,052,505 392,949,944 Total other current liabilities 1,856,972,201 712,175,445 1,612,916,077 392,949,944 Total Current Liabilities 8,500,409,155 3,486,351,343 6,742,986,846 1,659,556,491 LONG-TERM LOANS - Net of Current Portion (Note 6.12) 284,584,524 309,584,524 - - EURO CONVERTIBLE BONDS (Note 6.13) 3,959,529,000 7,562,450,000 3,959,529,000 7,562,450,000 ADVANCE RECEIVED FROM CUSTOMERS - Net of Current Portion 209,334,344 227,641,206 - - EMPLOYEES' PROVIDENT FUND (Note 6.14) 67,611,003 75,119,250 50,141,748 56,548,084 OTHER LIABILITIES (Note 6.13) Reserve for financial expense 645,464,819 - 645,464,819 - Others 42,160,891 1,145,136,140 - 1,139,555,464 Total Other Liabilities 687,625,710 1,145,136,140 645,464,819 1,139,555,464 Total Liabilities 13,709,093,736 12,806,282,463 11,398,122,413 10,418,110,039 - 2 - LIABILITIES AND SHAREHOLDERS' EQUITY (CONTINUED) In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) MINORITY INTEREST IN SUBSIDIARIES 491,981,040 399,968,837 - - SHAREHOLDERS' EQUITY Share capital - common share Baht 10 par value Authorized - 52,000,000 shares (Note 6.13) 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 Premium on capital in equity of subsidiary (Note 3) 76,886,550 - 76,886,550 - Revaluation increment in land (Note 6.8) 205,481,500 205,481,500 205,481,500 205,481,500 Retained earnings (Deficit) Appropriated for legal reserve (Note 6.15) 52,000,000 52,000,000 52,000,000 52,000,000 Deficit ( 2,500,607,519) ( 1,684,916,302) ( 2,311,781,060) ( 1,535,998,101) Premium (Discount) from change in value of available - for -sale securities (Notes 4.1 and 6.7) 357,846,580 ( 915,294,142) 357,846,580 ( 915,294,142) Cumulative translation adjustment ( 226,328,311) ( 167,669,127) ( 226,328,311) ( 167,669,127) Shareholders' Equity - Net ( 149,721,200) ( 625,398,071) 39,105,259 ( 476,479,870) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 14,051,353,576 12,580,853,229 11,437,227,672 9,941,630,169 See accompanying Notes to Financial Statements. (With Mr. Vichien Thamtrakul's report dated February 18, 2000) LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) REVENUES (Note 6.1) Sales of products and services 7,169,580,162 8,107,990,682 2,534,731,743 3,466,821,389 Fees and other income (Note 6.16) 329,604,211 874,540,740 325,182,162 676,123,008 Equity in results of operations of associated companies-net 309,448,266 260,511,642 309,492,856 260,511,642 Total Revenues 7,808,632,639 9,243,043,064 3,169,406,761 4,403,456,039 COSTS AND EXPENSES (Note 6.1) Cost of sales and services 5,394,115,330 6,379,799,858 2,016,960,488 2,941,739,941 Selling and administrative expenses 1,900,275,315 2,134,218,882 806,782,591 1,023,816,401 Interest expense 426,774,997 564,975,192 291,906,806 342,250,262 Directors' remuneration 4,123,011 3,970,000 2,220,011 2,000,000 Other expenses (Notes 6.13 and 6.17) 887,695,363 643,401,762 592,234,948 568,941,268 Equity in results of operations of subsidiaries-net - - 282,552,683 21,323,014 Total Costs and Expenses 8,612,984,016 9,726,365,694 3,992,657,527 4,900,070,886 Loss Before Gain (Loss) on Exchange Rates, Income Tax and Minority Interest in Net Income of Subsidiaries ( 804,351,377) ( 483,322,630) ( 823,250,766) ( 496,614,847) Gain (Loss) on Exchange Rates (Note 6.18) ( 286,315,725) 2,247,319,413 ( 292,625,790) 2,241,767,604 Income tax 303,824,427 ( 472,424,988) 340,093,597 ( 427,625,597) Less Minority Interest in Net Income of Subsidiaries ( 28,848,542) ( 19,704,870) - - NET INCOME (LOSS) ( 815,691,217) 1,271,866,925 ( 775,782,959) 1,317,527,160 Earnings (Loss) per share (Note 6.2) - Basic earnings (loss) per share ( 20.39 ) 31.80 ( 19.39 ) 32.94 - Diluted earnings (loss) per share ( 4.84 ) 1.12 ( 4.06 ) 2.02 See accompanying Notes to Financial Statements. (With Mr. Vichien Thamtrakul's report dated February 18, 2000) LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF DEFICIT FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) APPROPRIATED RETAINED EARNINGS Legal Reserve (Note 6.15) 52,000,000 52,000,000 52,000,000 52,000,000 DEFICIT Balance, beginning of year (1,612,039,222) (2,876,178,981) (1,463,121,021) (2,772,921,015) Adjustment for the cumulative effect on prior years of applying retroactively the accounting interpretation for expenditures which were previously recorded as assets (Note 4.2) ( 72,877,080) ( 80,604,246) ( 72,877,080) ( 80,604,246) As adjusted (1,684,916,302) (2,956,783,227) (1,535,998,101) (2,853,525,261) Net income (loss) ( 815,691,217) 1,271,866,925 ( 775,782,959) 1,317,527,160 Balance, end of year (2,500,607,519) (1,684,916,302) (2,311,781,060) (1,535,998,101) Total (2,448,607,519) (1,632,916,302) (2,259,781,060) (1,483,998,101) See accompanying Notes to Financial Statements. (With Mr. Vichien Thamtrakul's report dated February 18, 2000) LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) Common Share Capital Balance, beginning of year 400,000,000 400,000,000 400,000,000 400,000,000 Addition - - - - Balance, end of year 400,000,000 400,000,000 400,000,000 400,000,000 Premium on Share Capital Balance, beginning of year 1,485,000,000 1,485,000,000 1,485,000,000 1,485,000,000 Addition - - - - Balance, end of year 1,485,000,000 1,485,000,000 1,485,000,000 1,485,000,000 Premium on capital in equity of subsidiary (Note 3) 76,886,550 - 76,886,550 - Revaluation increment in land (Note 6.8) 205,481,500 205,481,500 205,481,500 205,481,500 Retained Earnings (Deficit) Appropriated for: Legal Reserve (Note 6.15) Balance, beginning of year 52,000,000 52,000,000 52,000,000 52,000,000 Addition - - - - Balance, end of year 52,000,000 52,000,000 52,000,000 52,000,000 Unappropriated Balance, beginning of year (1,612,039,222) (2,876,178,981) (1,463,121,021) (2,772,921,015) Adjustment for the cumulative effect on prior years of applying retroactively the accounting interpretation for expenditures which were previously recorded as assets (Note 4.2) ( 72,877,080) ( 80,604,246) ( 72,877,080) ( 80,604,246) As adjusted (1,684,916,302) (2,956,783,227) (1,535,998,101) (2,853,525,261) Net income (loss) ( 815,691,217) 1,271,866,925 ( 775,782,959) 1,317,527,160 Balance, end of year (2,500,607,519) (1,684,916,302) (2,311,781,060) (1,535,998,101) Premium (Discount) from change in value of available-for-sale securities (Notes 4.1 and 6.7) 357,846,580 ( 915,294,142) 357,846,580 ( 915,294,142) Cumulative translation adjustment ( 226,328,311) ( 167,669,127) ( 226,328,311) ( 167,669,127) Shareholders' Equity - Net ( 149,721,200) ( 625,398,071) 39,105,259 ( 476,479,870) See accompanying Notes to Financial Statements. (With Mr. Vichien Thamtrakul's report dated February 18, 2000) LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ( 815,691,217) 1,271,866,925 ( 775,782,959) 1,317,527,160 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 273,049,279 277,167,025 113,254,702 116,907,250 Write - off withholding taxes deducted at source 18,437,420 35,826,948 72 20,364,448 Provision for bonds redemption 582,633,445 391,420,126 582,633,445 391,420,126 (Gain) Loss on foreign exchange rates 187,894,137 ( 2,421,781,238) 187,894,137 (2,421,781,238) Set up provision for doubtful accounts 334,471,530 44,139,015 64,981,631 32,000,000 Set up provision for decline in value of inventories 12,064,014 49,365,566 4,141,468 49,000,000 Provision for doubtful accounts on loans 3,449,705 14,192,723 9,018,086 14,192,723 Provision for declining value of investments 1,000,000 20,550,000 500,000 20,000,000 Excess of investments over net assets - amortization 66,724,871 21,596,998 - - Reserve for contribution to employees' provident fund - net 6,890,148 12,111,622 5,475,267 7,521,406 Gain on sales of investments - net ( 18,533,468) ( 132,775,846) ( 2,118,468) ( 188,399,765) Equity in results of operations of associated companies - net ( 309,448,266) ( 260,511,642) ( 309,492,856) ( 260,511,642) Equity in results of operations of subsidiaries - net - - 282,552,683 21,323,014 Translation adjustment 1,347,703 ( 5,656,928) - - - 2 - In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) Loss (gain) on sales of fixed assets 5,695,440 29,735,556 ( 4,188,943) 729,736 Decrease (increase) in collateralized fixed deposits ( 414,568) 5,071,706 - - Decrease (increase) receivables from related companies - trade and others 21,984,256 65,691,819 ( 1,703,818) 88,680,599 Decrease (increase) in accounts receivable-trade and others ( 477,046,205) 775,910,162 ( 387,585,116) 92,098,626 Decrease in inventories 189,401,118 793,175,120 191,610,599 847,738,035 Decrease (increase) in deferred income tax ( 340,093,596) 425,674,351 ( 340,093,596) 427,625,598 (Decrease) increase in other current assets ( 59,237,231) ( 20,993,229) ( 64,359,156) 7,445,229 Increase in withholding taxes deducted at sources ( 28,325,339) ( 48,469,067) ( 13,524,080) ( 22,404,030) (Increase) decrease in refundable deposits and others ( 10,561,697) 2,166,588 ( 6,214,767) 10,423,829 Increase (decrease) in payables to related companies-trade ( 56,614,868) 34,239,510 ( 7,842,986) ( 28,833,159) Increase (decrease) in accounts payable-trade 126,029,236 ( 290,345,797) 74,254,139 ( 122,327,796) Increase in advance received from customers 91,566,785 70,383,064 26,466,175 24,164,923 Increase (decrease) in income tax payable ( 10,260,539) 23,170,054 - - Decrease in employees' contribution to provident fund ( 14,398,395) ( 43,113,953) ( 11,881,604) ( 33,851,457) Increase in other current liabilities 54,468,928 55,609,420 119,377,768 29,216,477 Increase (decrease) in other liabilities 36,580,215 ( 13,266,867) - - Net Cash Provided by (Used in) Operating Activities ( 126,937,159) 1,182,149,731 ( 262,628,177) 440,270,092 - 3 - In Baht Consolidated The Company 1999 1998 1999 1998 (Restated) (Restated) CASH FLOWS FROM INVESTING ACTIVITIES: Increase in investments of subsidiaries, associated and other related companies ( 209,620,400) ( 14,438,421) ( 164,800,000) ( 166,562,900) Decrease (increase) in loans to related companies ( 94,966,721) 71,960,976 ( 108,233,360) ( 2,697,907) (more)