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BEC WORLD PUBLIC COMPANY LIMITED CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 AUDITOR'S REPORT To The Shareholders BEC World Public Company Limited I have audited the consolidated balance sheets of BEC World Public Company Limited and its subsidiaries (the "Group") and the financial statements of BEC World Public Company Limited ("the Company") as at December 31, 1998 and 1997, and the related statements of income, changes in shareholders' equity, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on our audit. I conducted my audit 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 audit provides a reasonable basis for my opinion. In my opinion, the aforementioned financial statements present fairly, in all material respects, the financial position of the Group and the Company as of December 31, 1998 and 1997, and of the results of their operations, changes in shareholders' equity and their cash flows for the years then ended in accordance with generally accepted accounting principles. -2- I did not audit the balance sheet of B E C - TERO (YANGON) COMPANY LIMITED, the subsidiary in The Union of Myanmar as at December 31, 1998, of which its assets representing at Baht 3.83 million. The information in the financial statements related to the subsidiary in the consolidation based on the information provided by the management who is responsible for the correctness and completeness of the information. The subsidiary has not commenced operation. For 1998, the Company's portion in net loss of associate was calculated from the financial statements audited by other certified public accountant, representing 0.65% of total assets and representing 4.18% of net income in the financial statements of the Group and the Company. For 1997, the Company's portion in net loss of associate was calculated from the information provided by the associate company's management who is responsible for the correctness and completeness of the information, representing 0.07% of total assets and 0.30% of net income in the financial statements of the Group and the Company. (Dr. Virach Aphimeteetamrong) Certified Public Accountant Registration No. 1378 February 10, 1999 BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, ASSETS BAHT THE GROUP THE COMPANY ONLY 1998 1997 1998 1997 Current Assets Cash on hand and at banks 134,253,184 81,914,249 10,347,383 15,039,655 Short-term investments Deposits with financial institutions 1,069,883,909 210,400,064 177,334,330 20,119,672 Fixed deposits with banks 3,093,339,448 3,812,554,318 1,850,433,861 2,346,615,887 Trade accounts and notes receivable (Note 3.1) 277,380,565 343,819,240 39,298,259 40,492,513 Less : Allowance for doubtful accounts (Notes 2.2 and 3.1) (41,000,981) (31,151,529) (2,173,933) (1,711,862) Trade accounts and notes receivable-net 236,379,584 312,667,711 37,124,326 38,780,651 Short-term loans to related parties (Note 4) 47,475,038 42,450,034 1,090,597,794 991,891,922 Inventories (Notes 2.3 and 5) 4,137,978 2,930,237 - - Other current assets Interest receivable 51,129,139 99,063,812 93,172,770 118,485,342 Others 49,158,424 29,226,673 9,764,440 2,425,293 Total Other Current Assets 100,287,563 128,290,485 102,937,210 120,910,635 Total Current Assets 4,685,756,704 4,591,207,098 3,268,774,904 3,533,358,422 Investments Investments in subsidiaries (Notes 2.4 and 6) - - 3,791,983,333 3,292,536,979 Investments in associate (Notes 2.4 and 6) 265,383,587 323,207,375 265,383,587 323,207,375 Investments in other companies (Note 2.4) 3,060,000 4,061,673 - - Deposits with financial institutions (Note 3.2) 351,136,626 347,196,004 94,317,695 94,317,695 Investments in land (Notes 2.5 and 7) 60,000,000 60,000,000 - - Property, Plant and Equipments-net Equipments-net (Notes 2.6 and 8) 159,307,159 207,786,332 23,210,711 25,883,318 Deferred right to use property-net (Notes 2.7 and 9) 1,274,421,332 1,356,329,275 - - Deferred pictures rental, picture products, plays and copyright charges-net (Notes 2.8 and 10) 1,504,486,004 1,147,755,144 549,249,312 378,816,504 Other Assets Goodwill-net (Notes 1.3 and 2.10) 22,132,370 32,658,847 - - Deposit on pictures copyright 32,343,786 12,388,593 Others (Note 2.9) 67,672,589 34,458,259 7,532,831 6,551,294 Total Other Assets 122,148,745 67,117,106 19,921,424 6,551,294 TOTAL ASSETS 8,425,700,157 8,104,660,007 8,012,840,966 7,654,671,587 Notes to the financial statements form an integral part of these statements. BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, LIABILITIES AND SHAREHOLDERS' EQUITY BAHT THE GROUP THE COMPANY ONLY 1998 1997 1998 1997 Current Liabilities Bank overdrafts and loans from financial institutions - 763,993 - - Trade accounts payable 212,751,660 206,181,604 175,208,208 144,648,249 Current portion of long-term lease payable (Note 11) 222,388 203,855 - - Advance from directors 2,042,528 - - - Short-term loans from other companies 10,000,000 - - - Other current liabilities Income tax payable 576,076,164 336,087,168 226,543,003 100,626,491 Others 212,021,096 246,136,984 45,143,610 52,383,848 Total Other Current Liabilities 788,097,260 582,224,152 271,686,613 153,010,339 Total Current Liabilities 1,013,113,836 789,373,604 446,894,821 297,658,588 Long-Term Lease Payable (Note 11) 148,258 389,178 - - Investments deficiency (Note 6) - - 151,238,335 49,559,078 Total Liabilities 1,013,262,094 789,762,782 598,133,156 347,217,666 Minority Interest in Subsidiary Companies (2,094,994) 7,443,304 - - Shareholders' Equity Share capital Authorized share capital 200,000,000 ordinary shares of Baht 10 par value 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 Issued and paid-up share capital 200,000,000 ordinary shares at Baht 10 each 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 Premium on share capital 2,536,498,586 2,536,498,586 2,536,498,586 2,536,498,586 Retained earnings Appropriated Legal reserve (Note 12) 200,000,000 200,000,000 200,000,000 200,000,000 Unappropriated 2,678,209,224 2,570,955,335 2,678,209,224 2,570,955,335 Adjustment from the translation of subsidiary's financial statements (174,753) - - - Total Shareholders' Equity 7,414,533,057 7,307,453,921 7,414,707,810 7,307,453,921 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 8,425,700,157 8,104,660,007 8,012,840,966 7,654,671,587 Notes to the financial statements form an integral part of these statements. BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, BAHT THE GROUP THE COMPANY ONLY 1998 1997 1998 1997 REVENUES Advertising income 3,156,480,509 3,881,472,813 769,809,986 805,774,811 Income from sales 513,800 12,103,838 - - Income from rental, picture products and other services 33,766,254 37,567,314 40,619,000 10,747,500 Income from copyright 20,180,089 - - - Company's portion in net income of subsidiaries - - 789,649,873 1,251,089,446 Other income Interest income 598,603,371 557,007,355 408,062,829 453,369,907 Others 23,408,750 9,501,666 17,092,848 4,391,816 Total Revenues 3,832,952,773 4,497,652,986 2,025,234,536 2,525,373,480 EXPENSES Cost of sales 1,206,572,736 1,061,960,183 245,890,620 180,740,762 Selling and administrative expenses 614,511,713 707,536,172 157,820,645 190,441,619 Company's portion in net loss of associate 54,583,788 5,640,160 54,583,788 5,640,160 Interest expenses 133,561 1,256,473 - - Directors' remuneration (Note 13) 12,192,000 12,132,000 12,192,000 12,132,000 Total Expenses 1,887,993,798 1,788,524,988 470,487,053 388,954,541 Income before Income Taxes 1,944,958,975 2,709,127,998 1,554,747,483 2,136,418,939 Income Tax Expenses 651,239,527 840,497,537 247,493,594 268,457,339 Income Included Minority Interest 1,293,719,448 1,868,630,461 1,307,253,889 1,867,961,600 (Income) Loss of Minority Interest 13,534,441 (668,861) - - Net Income 1,307,253,889 1,867,961,600 1,307,253,889 1,867,961,600 Earnings Per Share (Note 2.11) 6.54 9.34 6.54 9.34 (Par value Baht 10) Notes to the financial statements form an integral part of these statements. BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, BAHT COMMON STOCK THE GROUP THE COMPANY ONLY 1998 1997 1998 1997 SHARE CAPITAL Common Stock 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 PAID-IN CAPITAL Premium on share capital 2,536,498,586 2,536,498,586 2,536,498,586 2,536,498,586 RETAINED EARNINGS Appropriated Legal reserve Balance brought forward 200,000,000 117,903,743 200,000,000 117,903,743 Increase during the year - 82,096,257 - 82,096,257 Balance carried forward 200,000,000 200,000,000 200,000,000 200,000,000 Unappropriated Balance brought forward 2,570,955,335 1,869,089,992 2,570,955,335 1,869,089,992 Increase during the year 1,307,253,889 1,867,961,600 1,307,253,889 1,867,961,600 Decrease during the year Dividends payment (1,200,000,000) (1,084,000,000) (1,200,000,000) (1,084,000,000) Legal reserve - (82,096,257) - (82,096,257) Balance carried forward 2,678,209,224 2,570,955,335 2,678,209,224 2,570,955,335 ADJUSTMENT FROM THE TRANSLATION OF SUBSIDIARY'S FINANCIAL STATEMENTS Balance brought forward - - - - Increase (decrease) during the year (174,753) - - - Balance carried forward (174,753) - - - TOTAL SHAREHOLDERS' EQUITY 7,414,533,057 7,307,453,921 7,414,707,810 7,307,453,921 Notes to the financial statements form an integral part of these statements. BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF RETAINED EARNINGS FOR THE YEARS ENDED DECEMBER 31, BAHT THE GROUP THE COMPANY ONLY 1998 1997 1998 1997 Unappropriated Retained Earnings : Balance brought forward 2,570,955,335 1,869,089,992 2,570,955,335 1,869,089,992 Less Appropriated previous net income : Dividends (Note 13) (1,200,000,000) (1,084,000,000) (1,200,000,000) (1,084,000,000) 1,370,955,335 785,089,992 1,370,955,335 785,089,992 Net income for the year 1,307,253,889 1,867,961,600 1,307,253,889 1,867,961,600 Less Legal reserve (Note 12) - (82,096,257) - (82,096,257) Total Unappropriated Retained Earnings 2,678,209,224 2,570,955,335 2,678,209,224 2,570,955,335 Appropriated Retained Earnings : Legal reserve 200,000,000 200,000,000 200,000,000 200,000,000 Total Appropriated Retained Earnings 200,000,000 200,000,000 200,000,000 200,000,000 Total Retained Earnings 2,878,209,224 2,770,955,335 2,878,209,224 2,770,955,335 (More)