29 กุมภาพันธ์ 2543

BJC SUBMITS ANNUAL F/S AND CONSOLIDATED F/S

for water and waste water systems Beston Food (Shanghai) Co., Ltd. Manufacture of 34.00% 24,225,890 30,896,164 23,686,004 37,336,004 24,225,890 30,896,164 snack foods O-I Pacific (Machinery and Sale of machinery 29.39% in 1999 5,523,631 2,850,817 - - - - Distribution) Ltd. for glass container and 29.37% in 1998 factories Pacific Leisure (Thailand) Ltd.Travel 23.67% 2,361,612 2,276,003 - - - - Total Investments in Related Parties 75,186,424 67,020,561 4,670,589,176 4,325,699,085 5,546,718,128 4,745,753,378 (Amounts in Baht) Consolidated Company Cost method Equity method Type of Business Group Shareholding 1999 1998 1999 1998 1999 1998 Other Companies Siam Industrial Products Ltd. (25.00% paid up) Import 20.00% 50,000 50,000 - - - - J.N.P.A. Co., Ltd. Property holding 17.24% 53,778,970 53,778,970 53,778,970 53,778,970 53,778,970 53,778,970 Pathum Thani Operations Co., Ltd. Rendering services for 17.00% 850,000 850,000 850,000 850,000 850,000 850,000 water treatment Pathum Thani Water Co., Ltd. Clean water supply 15.00% 165,300,000 145,500,000 165,300,000 145,500,000 165,300,000 145,500,000 Siam Cement Myanmar Trading Ltd. Cement distributor 15.00% 836,609 836,609 836,609 836,609 836,609 836,609 Thaiviet Invexim Co., Ltd. Import & export 1.00% 100,000 100,000 100,000 100,000 100,000 100,000 Total Investments in Other Companies 220,915,579 201,115,579 220,865,579 201,065,579 220,865,579 201,065,579 At December 31, 1999 and 1998 the Company had an excess loss over book value of investments in Agri- Systems (Thailand) Co., Ltd. and Berli Jucker (Myanmar) Ltd. totaling Baht 38.79 million and Baht 34.13 million respectively, which is shown as other liabilities in the Company's financial statements. The recording of investments in subsidiary and associated companies by using the equity basis in the financial statements for the years ended December 31, 1999 and 1998 is based on financial information obtained from audited financial statements and from management, which has not been audited or reviewed by the auditors in accordance with standards established by The Institute of Certified Accountants and Auditors of Thailand. NOTE 9 - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as at December 31, consisted of the following: (Amounts in Baht) Consolidated Excess of acquisition office Construction costs Machinery furniture, and Land and attributable to Building and equipment and fixtures and installation improvements land value construction tools equipment Vehicles inprogress Total Cost or valuation Beginning balance 349,890,029 1,637,923,127 2,286,328,746 5,671,308,684 634,418,524 193,003,336 1,489,858,345 12,262,730,791 Purchase 3,894,672 - 50,989,934 67,897,923 67,731,723 57,714,923 367,869,777 616,098,952 Disposal - - (2,423,431) (53,488,499) (9,324,116) (45,664,435) (6,846,388) (117,746,869) Disposal of subsidiary company (5,083,952) (6,343,000) (50,621,208) (33,325,313) (2,849,211) (3,066,304) (7,395,547) (108,684,535) Transfer 4,141,395 - 93,866,348 634,612,518 21,568,319 1,584,800 (746,059,392) 9,713,988 Ending balance 352,842,144 1,631,580,127 2,378,140,389 6,287,005,313 711,545,239 203,572,320 1,097,426,795 12,662,112,327 Provision for diminution in value of assets Beginning balance (17,000,000) - - - - - - (17,000,000) Transfer - - - - - - (165,071,281) (165,071,281) Ending balance (17,000,000) - - - - - (165,071,281) (182,071,281) Net Ending Balance 335,842,144 1,631,580,127 2,378,140,389 6,287,005,313 711,545,239 203,572,320 932,355,514 12,480,041,046 Accumulated depreciation Beginning balance 20,073,967 - 703,989,565 3,713,414,624 408,624,869 125,353,035 - 4,971,456,060 Depreciation 2,666,791 - 104,658,312 459,430,192 78,995,306 28,746,868 - 674,497,469 Disposal - - (2,047,990) (50,930,839) (9,083,657) (41,138,657) - (103,201,143) Disposal of subsidiary company (1,619,487) - (8,359,155) (17,026,226) (2,155,023) (2,261,757) - (31,421,648) Transfer - - - 5,249,807 - - - 5,249,807 Ending balance 21,121,271 - 798,240,732 4,110,137,558 476,381,495 110,699,489 - 5,516,580,545 Book value Beginning balance 312,816,062 1,637,923,127 1,582,339,181 1,957,894,060 225,793,655 67,650,301 1,489,858,345 7,274,274,731 Ending balance 314,720,873 1,631,580,127 1,579,899,657 2,176,867,755 235,163,744 92,872,831 932,355,514 6,963,460,501 (Amounts in Baht) Company office Construction Machinery furniture, and Land and Building and equipment and fixtures and installation improvements construction tools equipment Vehicles inprogress Total Cost or valuation Beginning balance 66,958,915 721,358,799 18,168,786 512,318,037 118,265,174 18,416,033 1,455,485,744 Purchase - - 626,594 46,445,960 37,483,048 25,870,766 110,426,368 Disposal - - (5,732,273) (19,081,813) (31,107,458) - (55,921,544) Transfer - - 12,771 18,730,674 - (18,743,445) - Ending balance 66,958,915 721,358,799 13,075,878 558,412,858 124,640,764 25,543,354 1,509,990,568 Accumulated depreciation Beginning balance 15,624,840 201,070,680 14,488,600 312,528,180 79,256,661 - 622,968,961 Depreciation 2,274,984 29,376,058 1,445,259 68,752,396 17,154,059 - 119,002,756 Disposal - - (4,390,352) (13,865,287) (24,357,646) - (42,613,285) Ending balance 17,899,824 230,446,738 11,543,507 367,415,289 72,053,074 - 699,358,432 Book value Beginning balance 51,334,075 520,288,119 3,680,186 199,789,857 39,008,513 18,416,033 832,516,783 Ending balance 49,059,091 490,912,061 1,532,371 190,997,569 52,587,690 25,543,354 810,632,136 Depreciation and amortization are included under cost of goods manufactured, cost of sales and selling and administrative expenses in the amount of Baht 674,497,469 in 1999 and Baht 717,077,780 in 1998, in the consolidated financial statements and in the amount of Baht 119,002,756 in 1999 and Baht 116,272,085 in 1998 in the Company's financial statements The excess of acquisition costs attributable to land value represents the difference between the fair value of land at the date of acquisition of subsidiaries and the original cost of this land to the subsidiaries concerned. The taxation that might become payable were the revaluation surpluses so arising realized through sale of these assets is included under deferred income tax-non-current in the consolidated financial statements. NOTE 10 - OTHER ASSETS - OTHERS Others items contained in other assets as at December 31, consisted of the following: (Amounts in Baht) Consolidated Company 1999 1998 1999 1998 Deposits 9,807,882 9,997,861 4,987,636 5,107,363 Property foreclosed 40,585,586 41,014,762 - - Deferred charges - net 1,520,478 48,026,186 1,520,478 2,110,005 Others 12,160,490 10,860,894 - - Total 64,074,436 109,899,703 6,508,114 7,217,368 NOTE 11 - LONG-TERM LIABILITIES Long-term liabilities as at December 31, consisted of the following: (Amounts in Baht) Consolidated Company 1999 1998 1999 1998 Baht loans from financial institutions 491,862,500 494,865,575 - - Foreign currency loans from financial institutions 2,202,072,826 2,212,084,708 1,940,839,388 1,940,768,965 Other loans 4,401,917 6,923,035 - - Total loans outstanding 2,698,337,243 2,713,873,318 1,940,839,388 1,940,768,965 Consolidated Company 1999 1998 1999 1998 Loan repayment within a period: Not exceeding one year 118,211,627 118,871,952 - - More than 1 year but not exceeding 2 years 179,706,550 112,100,771 - - More than 2 year but not exceeding 3 years 2,100,516,836 142,419,055 1,940,839,388 - More than 3 year but not exceeding 4 years 144,359,948 2,082,222,965 - 1,940,768,965 More than 4 year but not exceeding 5 years 138,172,448 117,009,000 - - More than five years 17,369,834 141,249,575 - - Total loans outstanding 2,698,337,243 2,713,873,318 1,940,839,388 1,940,768,965 Less : Amounts repayable within one year included in current liabilities (118,211,627) (118,871,952) - - Total long-term liabilities 2,580,125,616 2,595,001,366 1,940,839,388 1,940,768,965 The figures for foreign currency loans from financial institutions shown above disclose foreign currency borrowings at exchange rates prevailing on the balance sheets date or, where relevant, at exchange rates based on various foreign exchange contracts entered into to fix the exchange rate at which such foreign currency borrowings will be repaid in future. Loans are repayable in various annual installments at a weighted average rate of interest of 6.26% in 1999 (1998 : 6.13%) for foreign currency loans, and at a weighted average rate of 7.52% in 1999 (1998 : 10.47%) for Baht loans. Hedging costs for US dollar denominated loans vary between 7.23% and 7.25% in 1999 (1998 : 2.42% and 7.25%). In December 1997 the Company crystallized a gain on its long term principal only swaps, amounting to Baht 1,428,946,000, of which Baht 973,516,000 was received in cash and Baht 455,430,000 relating to loans due in 2002 will be received in 2002. NOTE 12 - LONG-TERM LEASE DEFERRED INCOME The long-term lease deferred income outstanding as at December 31, 1999 and 1998 represents the unamortized balance of lease premiums received in advance in respect of which the underlying lease had 25 years and 26 years, respectively, to expiry. NOTE 13 - OTHER LIABILITIES -OTHERS Others items contained in other liabilities as at December 31, consisted of the following: (Amounts in Baht) Consolidated Company 1999 1998 1999 1998 Deposits 13,672,548 13,207,948 13,672,548 13,207,948 Provision for loss on suspension of business segment - 200,000,000 - - Financial transaction payable - 37,865,496 - 37,865,496 Excess of loss over book value of investments in subsidiary companies - - 38,786,871 34,125,760 Others 200,000 413,950 - - Total 13,872,548 251,487,394 52,459,419 85,199,204 NOTE 14 - SHARE CAPITAL A special resolution was passed by the extraordinary general meeting of shareholders held on June 5, 1998 authorizing an increase in the authorized share capital of the Company by Baht 1,010,625,000 by issuing 101,062,500 new ordinary shares with a par value of Baht 10 each, thus increasing the authorized share capital from Baht 577,500,000 to Baht 1,588,125,000. The new ordinary shares were offered on a rights basis to all existing shareholders at a price per share of Baht 40 in the proportion of 7 new ordinary shares for every 4 existing shares held. On June 26, 1998, all rights had been fully subscribed and the Company received Baht 4,028.4 million in subscription monies (net of expenses of Baht 14.1 million). The Company registered the increase in share capital on July 7, 1998. NOTE 15 - DONATED SURPLUS The donated surplus of Baht 36,867,563 at December 31, 1999 and 1998 resulted from profits made by a director of the Company in 1994 on the sale of 397,104 rights issue shares not subscribed for by the shareholders and resold to the public on the Stock Exchange of Thailand. NOTE 16 - SHARE OF PROFITS LESS LOSSES OF SUBSIDIARY AND ASSOCIATED COMPANIES Share of profits less losses of subsidiary and associated companies included a provision in respect of the suspension of a subsidiary business segment in the amount of Baht 92.58 million in 1998. This has been classified as an extraordinary item in the consolidated accounts in conformity with generally accepted accounting principles. NOTE 17 - OTHER FINANCING EXPENSES (INCOME) In the normal course of business the Company undertakes financial transactions to minimise the cost of its foreign exchange hedging activities. For the years ended December 31, 1999 and 1998 these activities produced a net payment and net receipt, respectively which, under generally accepted accounting standards, has been accounted for as " other financing expenses (income) ". The payments or receipts were, in substance, an addition or a reduction in the cost of hedging US dollar denominated indebtedness. NOTE 18 - INCOME TAX Income tax consisted of the following: (Amounts in Baht) Consolidated Company 1999 1998 1999 1998 Accrued income tax 222,370,889 144,270,818 323,939 19,878,846 Income tax prepayment-half year 37,185,542 12,773,791 24,537,795 3,075,096 Income tax withheld 25,447,711 29,575,971 22,262,448 24,061,990 Adjustments to prior year- income tax provisions 8,727,174 106,380 - - Income tax payable 293,731,316 186,726,960 47,124,182 47,015,932 Deferred income tax (7,138,442) (68,271,958) (3,949,375) (15,158,807) Income tax of subsidiary disposed 876,736 - - - Income tax shown in the statements of income 287,469,610 118,455,002 43,174,807 31,857,125 NOTE 19 - EXTRAORDINARY ITEMS In 1998, Thai Glass Industries Public Company Limited suspended its Vietnam Glass Project as demand for new glass bottles in Vietnam was substantially below original projections due to a combination of lower than forecast beverage consumption and a higher than anticipated re-usage rate of second hand bottles. The Company made a provision amounting to Baht 200 million, in connection with the project, as approved by the Board of Directors Meeting held on August 13, 1998. NOTE 20 - CONTINGENCIES The Company was contingently liable as guarantor of credit facilities for related parties at December 31, 1999 to the extent of Baht 455.21 million. NOTE 21 - COMMITMENTS At December 31, 1999 subsidiary companies had commitments for capital expenditures in the approximate amount of Baht 137.43 million. NOTE 22 - BUSINESS DISPOSAL Assets and liabilities of a subsidiary company disposed of during 1999 are summarized below: (Amounts in Baht) Current assets 72,528,339 Property, plant and equipment - net 77,262,885 Other assets 10,900 Current liabilities (116,827,581) Deferred income tax - non-current (1,902,900) Long-term liabilities (13,481,936) Total 17,589,707 NOTE 23 - SEGMENT INFORMATION For financial accounting purposes the Group divides its core business into two areas: Packaging & Consumer products and Technical products & Imaging. Non-core operations are grouped as Others. The results of operations for the years ended December 31, 1999 and 1998 are summarized below: (Amounts in million Baht) Packaging Technical & Consumer products 1999 1998 products & Imaging Others Total Total Sales 1999 7,751.3 3,100.9 279.6 11,131.8 1998 6,900.6 3,047.5 498.7 10,446.8 Operating profit (loss) before interest excluding proportion attributable to minority interests 1999 1,222.9 130.3 (58.8) 1,294.4 1998 811.9 133.3 (10.6) 934.6 Minority interests proportion in operating profit before tax 84.7 150.8 Operating profit before interest 1,379.1 1,085.4 General corporate expenses (194.4) (192.4) (Loss) gain on disposal of investment (2.5) 59.3 Other financing (expenses) income (27.1) 142.2 Net interest expense (166.7) (210.2) Gain (loss) on foreign exchange 16.2 (148.3) Loss on diminution in value of assets - (17.0) Net income before income tax 1,004.6 719.0 Income tax (287.5) (118.4) Net income before minority interests and extraordinary items 717.1 600.6 Minority interests (24.0) (93.2) Net income after minority interests 693.1 507.4 Extraordinary items - (92.6) Net income 693.1 414.8 As at December 31, 1999 and 1998 property, plant and equipment, net of accumulated depreciation and amortization, were allocated as follows: (Amounts in million Baht) Packaging Technical & Consumer products 1999 1998 products & Imaging Others Total Total Property plant and equipment: 1999 5,643.6 306.6 236.0 6,186.2 1998 5,889.9 236.2 344.6 6,470.7 General assets used 777.3 803.6 Total Property Plant and Equipment - Net 6,963.5 7,274.3 NOTE 24 - YEAR 2000 ISSUES (UNAUDITED BY THE AUDITORS) As of the date of auditor's report, the Company has not experienced any significant disruptions to the financial or operating activities caused by failure of the Company's computerized systems resulting from Year 2000 issues. The Company's management do not expect Year 2000 issues to have a material adverse effect on the Company's operations or financial results in 2000.