FINANCIAL STATEMENTS AND AUDITORS' REPORT BERLI JUCKER PUBLIC COMPANY LIMITED AND SUBSIDIARIES DECEMBER 31, 1998 AND 1997 Auditors' Report To the Shareholders of Berli Jucker Public Company Limited: We have audited the consolidated balance sheet of Berli Jucker Public Company Limited and subsidiaries as at December 31, 1998 and 1997 and the related consolidated statements of income, changes in shareholders' equity, retained earnings and cash flows for each of the year then ended, and the separate financial statements of Berli Jucker Public Company Limited for each of the year then ended. The Companys management are responsible for the correctness and completeness of information presented in these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards in Thailand. Those standards require that we 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. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Berli Jucker Public Company Limited and subsidiaries at December 31, 1998 and 1997 and the consolidated results of their operations and their cash flows for each of the year then ended, and the separate financial position and results of its operations and cash flows of Berli Jucker Public Company Limited for each of the year then ended , in conformity with generally accepted accounting principles in Thailand. Without qualifying our opinion, we draw attention to Note 1 to the financial statements. The operations of Berli Jucker Public Company Limited and subsidiaries since 1997 have been affected and may continue to be influenced for the foreseeable future by the economic conditions in Thailand and the Asia Pacific Region in general. The ultimate effect that these uncertainties will have on the financial statements cannot presently be determined. Nirand Lilamethwat Certified Public Accountant Registration Number 2316 KPMG Audit (Thailand) Limited Bangkok, February 19,1999 BERLI JUCKER PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 1998 AND 1997 (Amounts in Baht) Consolidated Company ASSETS 1998 1997 1998 1997 CURRENT ASSETS Cash on hand and at banks 1,672,714,714 186,963,864 1,194,586,575 78,661,956 Short-term investments Deposits with financial institutions - 131,121,777 - 130,000,000 Accounts receivable 3,030,051,619 2,996,369,616 1,772,038,995 1,945,622,892 Less: Allowance for doubtful accounts (172,632,506) (164,627,730) (141,623,324) (142,430,324) Accounts receivable - net (Notes 4, 5 and 6) 2,857,419,113 2,831,741,886 1,630,415,671 1,803,192,568 Short-term loans and advances to related parties - net (Note 5) 116,611,849 228,063,464 815,825,557 502,588,540 Lease receivable from a related party current portion (Notes 4 and 5) - - 36,000,000 36,000,000 Inventories (Notes 4 and 7) 1,403,587,929 1,833,677,948 522,343,412 1,014,471,065 Other current assets Deferred income tax - current (Note 4) 145,968,804 105,947,347 122,626,843 109,702,115 Accrued income 12,967,034 38,894 71,126,351 120,000 Others 143,053,295 198,384,030 64,015,010 106,360,408 Total Current Assets 6,352,322,738 5,515,939,210 4,456,939,419 3,781,096,652 LEASE RECEIVABLE FROM A RELATED PARTY (Notes 4 and 5) - - 31,500,000 67,500,000 INVESTMENTS AND LOANS Loans to other companies - 4,300,000 - - Investments in related parties (Notes 2, 4 and 8) 67,020,561 108,721,660 4,745,753,378 3,313,603,729 Investments in other companies (Notes 2, 4 and 8) 201,115,579 179,661,766 201,065,579 179,611,766 PROPERTY, PLANT AND EQUIPMENT - NET (Notes 4 and 9) 7,274,274,731 6,680,819,006 832,516,783 876,665,501 OTHER ASSETS Terminated currency swap receivable (Note 11) 455,430,000 455,430,000 455,430,000 455,430,000 Deferred income tax (Note 4) - - 105,738,865 103,504,786 Others (Note 10) 109,899,703 83,992,228 7,217,368 8,712,614 Total Assets 14,460,063,312 13,028,863,870 10,836,161,392 8,786,125,048 See notes to financial statements BERLI JUCKER PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 1998 AND 1997 (Amounts in Baht) Consolidated Company LIABILITIES AND SHAREHOLDERS' EQUITY 1998 1997 1998 1997 CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 708,167,552 593,677,950 79,648,980 269,425,922 Accounts and notes payable 1,374,877,632 1,562,761,646 374,216,666 533,783,688 Accounts payable - related parties (Note 5) - - 196,031,690 415,140,860 Current portion of long-term liabilities (Note 11) 118,871,952 1,628,770,778 - 1,205,460,000 Short-term loans and advances from related parties (Note 5) 20,275,100 12,534,125 22,034,065 8,640,664 Other current liabilities Accrued expenses 521,614,016 502,197,646 237,593,218 291,664,786 Deferred income 108,286,130 96,393,489 64,347,586 95,939,489 Others 110,436,721 263,105,611 65,145,337 40,493,572 Total Current Liabilities 2,962,529,103 4,659,441,245 1,039,017,542 2,860,548,981 LOANS FROM DIRECTORS AND EMPLOYEES 7,846,404 9,992,720 7,776,404 7,634,383 LONG-TERM LIABILITIES (Note 11) 2,595,001,366 2,582,810,553 1,940,768,965 2,037,935,207 OTHER LIABILITIES Long-term lease deferred income (Notes 4 and 12) 123,005,756 128,615,089 123,005,756 128,615,089 Deferred income tax - non-current (Note 4) 315,314,896 404,485,497 - - Staff retirement benefits (Notes 4 and 20) 258,701,213 226,825,895 129,595,829 138,015,952 Others (Note 13) 251,487,394 17,829,995 85,199,204 47,292,230 Total Liabilities 6,513,886,132 8,030,000,994 3,325,363,700 5,220,041,842 MINORITY INTERESTS 435,379,488 1,432,779,670 - - SHAREHOLDERS' EQUITY Share capital (Note 14) Authorized share capital 158,812,500 ordinary shares in 1998 and 57,750,000 ordinary shares in 1997, Baht 10 par value 1,588,125,000 577,500,000 1,588,125,000 577,500,000 Issued and fully paid-up share capital 158,812,500 ordinary shares in 1998 and 57,750,000 ordinary shares in 1997 1,588,125,000 577,500,000 1,588,125,000 577,500,000 Paid-in capital Premium on share capital 3,751,379,641 733,580,249 3,751,379,641 733,580,249 Donated surplus (Note 15) 36,867,563 36,867,563 36,867,563 36,867,563 Retained earnings Appropriated Legal reserve 116,873,210 116,037,737 57,750,000 57,750,000 Reserve for business expansion 87,400,944 87,400,944 85,000,000 85,000,000 Unappropriated 2,036,926,265 2,021,021,426 2,098,450,419 2,081,710,107 Loss from translation of foreign currency financial statements (Note 4) (106,774,931) (6,324,713) (106,774,931) (6,324,713) Total Shareholders' Equity 7,510,797,692 3,566,083,206 7,510,797,692 3,566,083,206 Total Liabilities and Shareholders' Equity 14,460,063,312 13,028,863,870 10,836,161,392 8,786,125,048 See notes to financial statements BERLI JUCKER PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (Amounts in Baht) Consolidated Company 1998 1997 1998 1997 REVENUES (Notes 4 and 5) Sales 10,446,777,367 10,615,013,885 5,855,273,992 6,624,590,751 Otherincome Share of profits less losses of subsidiary and associated companies (Notes 2 and 16) 48,871,529 (6,051,632) 207,966,809 291,315,314 Interest income 126,389,233 94,542,330 214,421,535 79,637,332 Other financing income (Note 17) 142,202,541 - 142,202,541 - Gain (loss) on disposal of investment 59,273,351 67,675 (688,070) 67,675 Others 67,399,190 70,399,136 178,410,170 128,619,205 Total Revenues 10,890,913,211 10,773,971,394 6,597,586,977 7,124,230,277 EXPENSES Cost of sales (Note 5) 7,871,225,990 7,642,144,722 4,558,808,935 5,159,442,469 Selling and administrative expenses 1,612,008,128 1,646,316,230 1,020,087,097 1,087,316,594 Interest expense (Note 5) 336,561,402 386,674,095 228,297,144 305,415,828 Loss on foreign exchange (Note 4) 148,262,266 260,895,073 170,188,110 182,549,651 Directors' remuneration 4,375,000 1,725,000 3,775,000 1,125,000 Other expenses Currency swap cost 182,445,083 61,150,359 169,758,205 9,101,690 Loss on diminution in value of assets 17,000,000 - - - Total Expenses 10,171,877,869 9,998,905,479 6,150,914,491 6,744,951,232 Net income before income tax 719,035,342 775,065,915 446,672,486 379,279,045 Income tax (Notes 4 and 18) 118,455,002 220,822,016 31,857,125 (5,181,293) Net income before minority interest and extraordinary items 600,580,340 554,243,899 414,815,361 384,460,338 Less : Minority interests in net income (93,181,670) (169,783,561) - - Net income before extraordinary items 507,398,670 384,460,338 414,815,361 384,460,338 Extraordinary items: Provision for loss on suspension of subsidiary business segment (net of income tax of Baht 39.7 million) (Note 19) (92,583,309) - - - Net income 414,815,361 384,460,338 414,815,361 384,460,338 Earnings per share (Note 4) Net income before extraordinary items 4.69 6.66 3.83 6.66 Extraordinary items (0.86) - - - Net income 3.83 6.66 3.83 6.66 Exceptional item : Foreign exchange loss (Note 4) Foreign exchange loss (gain) - company 170,188,110 182,549,651 170,188,110 182,549,651 - related parties (21,925,844) 78,345,422 (13,247,835) 37,383,066 Foreign exchange loss before income tax 148,262,266 260,895,073 156,940,275 219,932,717 Income tax (60,700,013) (81,697,548) (51,056,433) (54,764,895) Minority interests 18,321,589 (14,029,703) - - Net foreign exchange loss 105,883,842 165,167,822 105,883,842 165,167,822 See notes to financial statements BERLI JUCKER PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 (Amounts in Baht) Consolidated Company 1998 1997 1998 1997 Share capital Ordinary shares Beginning balance 577,500,000 577,500,000 577,500,000 577,500,000 Increase in this year 1,010,625,000 - 1,010,625,000 - Ending balance 1,588,125,000 577,500,000 1,588,125,000 577,500,000 Paid-in capital Premium on share capital Beginning balance 733,580,249 733,580,249 733,580,249 733,580,249 Increase in this year 3,017,799,392 - 3,017,799,392 - Ending balance 3,751,379,641 733,580,249 3,751,379,641 733,580,249 Donated surplus Beginning balance 36,867,563 36,867,563 36,867,563 36,867,563 Increase in this year - - - - Ending balance 36,867,563 36,867,563 36,867,563 36,867,563 Retained earnings Appropriated Legal reserve Beginning balance 116,037,737 116,037,737 57,750,000 57,750,000 Increase in this year 835,473 - - - Ending balance 116,873,210 116,037,737 57,750,000 57,750,000 Reserve for business expansion Beginning balance 87,400,944 87,400,944 85,000,000 85,000,000 Increase in this year - - - - Ending balance 87,400,944 87,400,944 85,000,000 85,000,000 Unappropriated Beginning balance 2,021,021,426 2,074,943,418 2,081,710,107 2,135,632,099 Increase in this year 414,815,140 384,460,338 414,815,140 384,460,338 Decrease in this year (398,910,301) (438,382,330) (398,074,828) (438,382,330) Ending balance 2,036,926,265 2,021,021,426 2,098,450,419 2,081,710,107 Loss from translation of foreign currency financial statements Beginning balance (6,324,713) (110,727) (6,324,713) (110,727) Increase in this year (100,450,218) (6,213,986) (100,450,218) (6,213,986) Ending balance (106,774,931) (6,324,713) (106,774,931) (6,324,713) Total Shareholders' Equity 7,510,797,692 3,566,083,206 7,510,797,692 3,566,083,206 See notes to financial statements (More)