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BEC WORLD PUBLIC COMPANY LIMITED CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 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, 1999 and 1998, 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 my 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 at December 31, 1999 and 1998, and 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. I did not audit the balance sheets as at December 31,1999 and 1998, and the related statements of income for the year then ended December 31, 1999 of BEC - TERO (YANGON) COMPANY LIMITED which is located in The Union of Myanmar holding stocks by one subsidiary. The information in the consolidated financial statements relating to such subsidiary based on the report of the certified public accountant in the Union of Myanmar as at December 31, 1999 and 1998, of which its assets representing in the consolidated financial statements at 0.09% and 0.05% respectively, and its revenue for the period ended December 31, 1999 in the consolidated financial statements representing at 0.26%. (Dr.Virach Aphimeteetamrong) February 24, 2000 Certified Public Accountant Registration No. 1378 BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, ASSETS BAHT THE GROUP THE COMPANY ONLY 1999 1998 1999 1998 Current Assets Cash on hand and at banks 377,601,695 134,253,184 18,283,796 10,347,383 Short-term investments Deposits with financial institutions 30,020,342 1,069,883,909 - 177,334,330 Fixed deposits with banks 2,451,233,190 3,093,339,448 564,728,674 1,850,433,861 Investments in Open-end Fund (Notes 3.2 and 4) 851,133,263 - 328,608,633 - Trade accounts and notes receivable (Note 5.1) 411,119,632 277,380,565 65,243,915 39,298,259 Less : Allowance for doubtful accounts (Notes 3.3 and 5.1) (42,665,426) (41,000,981) (2,267,150) (2,173,933) Trade accounts and notes receivable-net 368,454,206 236,379,584 62,976,765 37,124,326 Short-term loans to related parties and other company (Note 6) 64,477,606 47,475,038 1,187,682,020 1,090,597,794 Inventories - net (Notes 3.4 and 7) 2,000,450 4,137,978 - - Other current assets Interest receivable 19,247,149 51,129,139 41,292,544 93,172,770 Others 47,936,825 49,158,424 1,382,736 9,764,440 Total Other Current Assets 67,183,974 100,287,563 42,675,280 102,937,210 Total Current Assets 4,212,104,726 4,685,756,704 2,204,955,168 3,268,774,904 Investments Investments in subsidiaries (Notes 3.5 and 8) - - 4,450,140,308 3,791,983,333 Investments in associate (Notes 3.5, 3.11 and 8) 193,088,849 265,383,587 193,088,849 265,383,587 Investments in other company (Note 3.5) 3,060,000 3,060,000 - - Deposits with financial institutions (Note 5.2) 351,136,626 351,136,626 94,317,695 94,317,695 Investments in land (Notes 3.6 and 9) 60,000,000 60,000,000 - - Property, Plant and Equipments-net Equipments-net (Notes 3.7 and 10) 230,511,587 159,307,159 48,726,054 23,210,711 Deferred right to use property-net (Notes 3.8 and 11) 1,182,639,454 1,274,421,332 - - Deferred pictures rental, picture products, plays and copyright charges-net (Notes 3.9 and 12) 1,727,187,094 1,504,486,004 666,677,898 549,249,312 Other Assets Goodwill-net (Notes 2.3 and 3.11) 9,374,424 22,132,370 - - Deposit on pictures copyright 27,075,238 32,343,786 22,458,205 12,388,593 Others (Note 3.10) 75,701,669 67,672,589 5,639,389 7,532,831 Total Other Assets 112,151,331 122,148,745 28,097,594 19,921,424 TOTAL ASSETS 8,071,879,667 8,425,700,157 7,686,003,566 8,012,840,966 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 1999 1998 1999 1998 Current Liabilities Bank overdrafts and loans from financial institutions 715,912 - - - Trade accounts payable 217,140,208 212,751,660 136,944,891 175,208,208 Current portion of long-term lease payable (Note 13) 143,026 222,388 - - Advance from directors 2,147,209 2,042,528 - - Short-term loans from other company 1,907,776 10,000,000 - - Other current liabilities Income tax payable 446,173,070 576,076,164 124,661,218 226,543,003 Others 191,771,727 212,021,096 45,036,091 45,143,610 Total Other Current Liabilities 637,944,797 788,097,260 169,697,309 271,686,613 Total Current Liabilities 859,998,928 1,013,113,836 306,642,200 446,894,821 Long-Term Lease Payable (Note 13) - 148,258 - - Investments deficiency (Note 8) - - 159,015,647 151,238,335 Total Liabilities 859,998,928 1,013,262,094 465,657,847 598,133,156 Minority Interest in Subsidiary Companies (7,230,172) (2,094,994) - - 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 200,000,000 200,000,000 200,000,000 200,000,000 Unappropriated 2,483,847,133 2,678,209,224 2,483,847,133 2,678,209,224 Adjustment from the translation of subsidiary's financial statements (1,234,808) (174,753) - - Total Shareholders' Equity 7,219,110,911 7,414,533,057 7,220,345,719 7,414,707,810 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 8,071,879,667 8,425,700,157 7,686,003,566 8,012,840,966 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 1999 1998 1999 1998 REVENUES Advertising income 3,473,985,298 3,156,480,509 773,721,626 769,809,986 Income from sales 6,018,526 513,800 - - Income from rental, picture products and other services 143,262,992 33,766,254 27,896,544 40,619,000 Income from copyright 21,808,223 20,180,089 - - Company's portion in net income of subsidiaries - - 850,379,130 789,649,873 Other income Interest income 190,147,672 598,603,371 159,413,136 408,062,829 Others 18,065,750 23,408,750 4,512,786 17,092,848 Total Revenues 3,853,288,461 3,832,952,773 1,815,923,222 2,025,234,536 EXPENSES Cost of sales 1,480,145,408 1,206,572,736 322,999,328 245,890,620 Selling and administrative expenses 663,585,547 614,511,713 160,869,377 157,820,645 Company's portion in net loss of associate 40,514,676 54,583,788 40,514,676 54,583,788 Loss on impaired assets (Notes 3.7, 3.11, 8 and 10) 34,071,774 - 31,780,062 - Interest expenses 1,859,320 133,561 - - Directors' remuneration (Note 14) 12,284,000 12,192,000 12,284,000 12,192,000 Total Expenses 2,232,460,725 1,887,993,798 568,447,443 470,487,053 Income before Income Taxes 1,620,827,736 1,944,958,975 1,247,475,779 1,554,747,483 Income Tax Expenses 520,324,472 651,239,527 141,837,870 247,493,594 Income Included Minority Interest 1,100,503,264 1,293,719,448 1,105,637,909 1,307,253,889 Loss of Minority Interest 5,134,645 13,534,441 - - Net Income 1,105,637,909 1,307,253,889 1,105,637,909 1,307,253,889 Earnings Per Share (Note 3.12) 5.53 6.54 5.53 6.54 (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 1999 1998 1999 1998 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 200,000,000 200,000,000 200,000,000 200,000,000 Unappropriated Beginning balance 2,678,209,224 2,570,955,335 2,678,209,224 2,570,955,335 Increase during the year 1,105,637,909 1,307,253,889 1,105,637,909 1,307,253,889 Decrease during the year Dividends payment (1,300,000,000) (1,200,000,000) (1,300,000,000) (1,200,000,000) Ending balance 2,483,847,133 2,678,209,224 2,483,847,133 2,678,209,224 ADJUSTMENT FROM THE TRANSLATION OF SUBSIDIARY'S FINANCIAL STATEMENTS Beginning balance (174,753) - - - Increase (decrease) during the year (1,060,055) (174,753) - - Ending balance (1,234,808) (174,753) - - TOTAL SHAREHOLDERS' EQUITY 7,219,110,911 7,414,533,057 7,220,345,719 7,414,707,810 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 1999 1998 1999 1998 Unappropriated Retained Earnings : Balance brought forward 2,678,209,224 2,570,955,335 2,678,209,224 2,570,955,335 Less Appropriated previous net income : Dividends (Note 14) (1,300,000,000) (1,200,000,000) (1,300,000,000) (1,200,000,000) 1,378,209,224 1,370,955,335 1,378,209,224 1,370,955,335 Net income for the year 1,105,637,909 1,307,253,889 1,105,637,909 1,307,253,889 Total Unappropriated Retained Earnings 2,483,847,133 2,678,209,224 2,483,847,133 2,678,209,224 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 2,683,847,133 2,878,209,224 2,683,847,133 2,878,209,224 Notes to the financial statements form an integral part of these statements. BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, BAHT THE GROUP THE COMPANY ONLY 1999 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net Income 1,105,637,909 1,307,253,889 1,105,637,909 1,307,253,889 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED FROM (USED IN) OPERATION Depreciation 63,004,375 64,710,275 8,539,509 8,334,875 Amortization of right to use property 131,780,293 132,120,037 - - Amortization of pictures rental, plays, picture products and copyright charges 663,545,029 484,781,094 252,220,452 204,768,267 Amortization of goodwill 12,757,946 12,651,685 - - Amortization of expenses 10,281,142 4,184,572 - - Bad debts 357,000 3,426,350 - - Allowance for doubtful debts 1,544,445 9,310,702 93,217 462,071 Allowance for diminution in value of inventories 2,173,306 - - - (Gain) loss on assets disposal 1,286,355 284,966 45,264 (4,544) Loss on unused assets 17,351,103 382,405 98,635 - Loss on permanent diminishing value of securities - 1,001,193 - - (Gain) loss on exchange rate (1,735,302) (10,224,510) 385,823 (8,533,800) Unrealized gain on Open-end Fund (1,133,263) - (608,633) - Company's portion in net income of subsidiaries - - (850,379,130) (789,649,873) Company's portion in net loss of associate 40,514,676 54,583,788 40,514,676 54,583,788 Loss on impaired assets 34,071,774 - 31,780,062 - Decrease in minority interest (5,134,645) (13,534,441) - - (INCREASE) DECREASE IN OPERATING ASSETS Trade accounts and notes receivable (134,145,162) 62,961,095 (25,945,656) 1,194,254 Inventories (35,778) (1,207,741) - - Interest receivable 31,881,990 47,934,673 51,880,226 25,312,572 Other current assets 1,341,599 (15,393,001) 8,381,704 (7,339,147) Deposit on pictures copyright charges 5,268,548 (32,343,786) (10,069,612) (12,388,593) Other assets (18,310,222) (37,398,422) 1,893,442 (981,537) Notes to the financial statements form an integral part of these statements. BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, BAHT THE GROUP THE COMPANY ONLY 1999 1998 1999 1998 INCREASE (DECREASE) IN OPERATING LIABILITIES Trade accounts payable 6,157,420 16,109,532 (38,613,667) 38,298,676 Income tax payable (129,903,094) 239,988,996 (101,881,785) 125,916,512 Other current liabilities (20,234,377) (33,380,690) (142,992) (6,445,155) Increase in minority interest - 3,159 - - ADJUSTMENT FROM THE TRANSLATION OF SUBSIDIARY'S FINANCIAL STATEMENTS (1,060,055) (174,753) - - NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,817,263,012 2,298,031,067 473,829,444 940,782,255 CASH FLOWS FROM INVESTING ACTIVITIES (Increase) decrease in deposits with financial institutions 1,039,863,567 (859,483,845) 177,334,330 (157,214,658) Decrease in fixed deposit with banks 642,106,258 719,214,870 1,285,705,187 496,182,026 Increase in investments in Open-end Fund (850,000,000) - (328,000,000) - Increase in investments in subsidiaries - (2,131,158) - (8,116,158) Increase in long-term deposit with financial institutions - (3,940,622) - - Purchase of equipments (162,322,458) (17,835,278) (34,869,312) (5,662,269) Proceeds from equipment disposal 7,184,485 936,805 670,561 4,545 Proceeds from copyright disposal - 184,593 - - Increase in pictures rental, picture products, plays and copyright charges (886,246,119) (841,696,547) (369,649,038) (375,201,075) Increase in short-term loans to related parties and other company (17,002,568) (5,025,004) (97,084,226) (98,705,872) Increase in right to use property (39,998,415) (50,212,094) - - Proceeds from dividends - 3,240,000 199,999,467 403,238,934 NET CASH (USED IN) PROVIDED FROM INVESTING ACTIVITIES (266,415,250) (1,056,748,280) 834,106,969 254,525,473 CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in bank overdrafts and loans from financial institutions 715,912 (763,993) - - Increase in advance from directors 104,681 2,042,528 - - Increase (decrease) in short- term loans from other company (8,092,224) 10,000,000 - - Repayment of long-term lease payable (227,620) (222,387) - - Dividends payment (1,300,000,000) (1,200,000,000) (1,300,000,000) (1,200,000,000) NET CASH USED IN FINANCING ACTIVITIES (1,307,499,251) (1,188,943,852) (1,300,000,000) (1,200,000,000) Notes to the financial statements form an integral part of these statements. BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, BAHT THE GROUP THE COMPANY ONLY 1999 1998 1999 1998 NET INCREASE (DECREASE) IN CASH ON HAND AND AT BANKS 243,348,511 52,338,935 7,936,413 (4,692,272) CASH ON HAND AND AT BANKS AS AT JANUARY 1 134,253,184 81,914,249 10,347,383 15,039,655 CASH ON HAND AND AT BANKS AS AT DECEMBER 31 377,601,695 134,253,184 18,283,796 10,347,383 ADDITIONAL DISCLOSURE ITEMS TO CASH FLOWS STATEMENTS : CASH PAID DURING THE YEARS FOR : Interest expenses 2,195,678 177,988 - - Income tax 656,484,689 415,236,582 243,719,655 121,577,082 Purchase of investments in subsidiaries (BEC-TERO Entertainment Company Limited) Cash on hand - 5,985,000 - - Share subscription receivable - 4,000,000 - - - 9,985,000 - - Goodwill - 2,125,208 - - Minority interest - (3,994,050) - - Investment in purchasing subsidiary - 8,116,158 - - Cash on hand of subsidiary as at (more)