รายงานต่อตลาดหลักทรัพย์ฯ

April 1, 1998 - (5,985,000) - - Cash paid in purchasing - 2,131,158 - - Notes to the financial statements form an integral part of these statements. BEC WORLD PUBLIC COMPANY LIMITED AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 1. TYPE OF BUSINESS 1.1 General information Legal status A juristic person established under Thai law and listed in the Stock Exchange of Thailand. Company location 622 Emporium Tower, Floor 17/1-8 Sukumvit Road, Klongton District, Klongtoey, Bangkok 10110, Thailand. (The Company moved from the old location during 1999) Type of Business (1) Providing, producing TV programmes and sell air time. (2) Holding shares in subsidiaries and associate which jointly operate business as stated in the Notes to the financial statements No. 8. Number of employees as at December 31, (1) For the Group of 1,438 persons and 1,483 1999 and 1998 persons, respectively. (2) The Company only of 35 persons and 47 persons, respectively. 1.2 A subsidiary has made an agreement for joint operation of color TV transmission with the Mass Communication Organization of Thailand dated April 28, 1978 as amended the first time on September 13, 1982, the second time on July 16, 1987 and the third time on May 2, 1989. The subsidiary is granted the right for joint operation of Channel 3 color Thai TV station's transmission until March 25, 2020. All property created or procured for the operation under this agreement shall be transferred to the Mass Communication Organization of Thailand on the date the subsidiary creates or procures. The subsidiary has the right to use such property. -2- Under the above agreement, the subsidiary has to pay annual compensation to the Mass Communication Organization of Thailand as specified in the agreement 1.3 A subsidiary has made an agreement to lease air time for programme and advertisement with the Mass Communication Organization of Thailand dated January 25, 1990 as amended on September 22, 1994. The subsidiary is granted the right to operate programme and advertise through an MCOT FM radio station, at 105.5 MH frequency in Bangkok until January 31, 2020. To be consistent with the term of the agreement for joint operation of color TV transmission as amended, it is agreed that if the agreement for joint operation of color TV transmission is terminated before its term for whatever reason, this agreement shall be deemed terminated. Under the above agreement, the subsidiary has to pay the monthly air time and other expenses to the Mass Communication Organization of Thailand as specified in the agreement. 2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS 2.1 The consolidated financial statements included the financial statements of BEC World Public Company Limited and its subsidiaries as follows : % HOLDING 1999 1998 SUBSIDIARIES DIRECTLY HELD BY THE COMPANY 1. THE BANGKOK ENTERTAINMENT CO., LTD. 99.99 99.99 2. RUNGSIROJ VANIT CO., LTD. 99.99 99.99 3. NEW WORLD PRODUCTION CO., LTD. 99.99 99.99 4. ARIYAWATANA CO., LTD. 99.99 99.99 5. YOU & I CORPORATION CO., LTD. 99.99 99.99 6. 3 MEDIA CO., LTD. 99.99 99.99 7. BEC STUDIO CO., LTD. 99.99 99.99 8. BEC INTERNATIONAL DISTRIBUTION CO., LTD. 99.99 99.99 9. BEC NEWS BUREAU CO., LTD. 99.99 99.99 -3- % HOLDING 1999 1998 10.BANGKOK TELEVISION CO., LTD. (FORMER NAME : BANGKOK CABLE TELEVISION SYSTEM CO., LTD.) 99.99 99.99 11.BANGKOK SATELLITE & TELECOMMUNICATION CO., LTD. 99.99 99.99 12.SATELLITE BROADCASTING SYSTEM CO., LTD. 99.99 99.99 13.SATELLITE TV BROADCASTING CO., LTD. 99.99 99.99 14.BEC-TERO ENTERTAINMENT CO., LTD. 59.99 59.99 SUBSIDIARY HELD BY BEC INTERNATIONAL DISTRIBUTION CO., LTD. 1. TVB 3 NETWORK CO., LTD. 59.99 59.99 SUBSIDIARY HELD BY BEC-TERO ENTERTAINMENT CO., LTD. 1. B E C - TERO (YANGON) COMPANY LIMITED 99.80 99.80 2.2 Inter-company balances and transactions have been eliminated from the consolidated financial statements. 2.3 The difference between book value of subsidiaries and cost of investments was shown under goodwill. 3. SIGNIFICANT ACCOUNTING POLICIES 3.1 Revenues and expenses recognition Revenues and expenses are recorded on an accrual basis. -4- 3.2 Investments in Open - end Fund Investments in Open - end Fund are stated at fair value. 3.3 Allowance for doubtful accounts The Company provides allowance for doubtful accounts based on the percentage on aging of the outstanding receivables, of which the percentage on each group of accounts receivable is different. 3.4 Inventories Inventories for sale are stated at cost or net realizable value, whichever is the lower. Cost is calculated by the weighted average method. Programmes which are not on the air are stated at cost and will be treated as cost of sale after transmission. 3.5 Investments in subsidiary, associate and other companies Investments in subsidiaries and associate are stated by equity method and investments in other companies are stated at cost. 3.6 Investments in land Investments in land are stated at cost. 3.7 Equipments Equipments are stated at cost. Depreciation is calculated by the straight-line method based on the estimated useful lives of assets in 5-10 years and less allowance for impaired assets. -5- 3.8 Deferred right to use property Deferred right to use property is amortized by the remaining periods of concession or by the straight-line method based on the estimated useful lives of assets in 5-20 years. 3.9 Deferred pictures rental, picture products, plays and copyright charges Pictures rental are amortized by the straight-line method according to the period specified in the agreement or portion of pictures transmission as specified in the agreement or according to the right as obtained for transmission. Picture products are amortized to cost by the ratio of revenues received based on the estimated total revenues. Plays charges are amortized by the straight-line method in 5 years. Copyright charges are amortized by the straight-line method according to the period specified in the agreement. 3.10 Deferred expenses Other deferred expenses are amortized by the straight-line method according to the period specified in the agreement. 3.11 Goodwill Goodwill is amortized by the straight-line method in 5 years 3 and in the accounting period ended December 31, 1999, the deferred goodwill in investment in associate was totally amortized to expenses as shown under loss on impaired assets. -6- 3.12 Earnings per share Earnings per share are calculated by dividing the net income by the number of issued and paid-up share capital at the end of the year. 3.13 Foreign currency transactions Foreign currency transactions are recorded in Baht at the rate ruling on the date of transaction. Outstanding foreign currency assets and liabilities at the balance sheet date are converted to Baht at the rates of exchange in effect at that date. Gains or losses on exchange rates are credited or charged to operations during the year. For preparation of the consolidated financial statements, the financial statements of subsidiaries denominated in foreign currencies are converted to Baht based on the following exchange rates : - Assets and liabilities were translated by the average of exchange rates at the ended of the year. - Shareholders' equity and depreciation were translated by the exchange rates in effect at that date. - Revenues and expenses were translated by the average of exchange rates for the year. The adjustment from translation of financial statements in foreign currencies was shown under Shareholders' Equity. 4. INVESTMENTS IN OPEN-END FUND consist of following : (BAHT) THE GROUP THE COMPANY ONLY 1999 1998 1999 1998 Investments in Open-end Fund 850,000,000 - 328,000,000 - Unrealized Gain on Open-end Fund 1,133,263 - 608,633 - Investments in Open-end Fund - Net 851,133,263 - 328,608,633 - -7- Investments in Open-end Fund are available for sale securities which unrealized gain on Open-end Fund arises from the difference between fair value and cost value as recorded in the consolidated financial statements and financial statements of the Company only amount of Baht 1,133,263 and Baht 608,633 , respectively. Such gains were presented in statements of income. 5. QUALITY OF ASSETS The Company has invested and carried on business with the companies which become default as at December 31, 1999 and 1998 as follows : 5.1 Trade accounts receivable which become default can be classified according to the aging as follows: (BAHT) AGING THE GROUP THE COMPANY ONLY 1999 1998 1999 1998 Over 2 to 3 months 3,963,733 3,559,794 - 902,000 Over 3 to 6 months 17,185,079 9,643,691 - - Over 6 to 12 months 12,388,269 1,979,510 - - Over 12 months 29,348,226 23,643,964 763,980 796,950 Total 62,885,307 38,826,959 763,980 1,698,950 Allowance for doubtful accounts 42,665,426 41,000,981 2,267,150 2,173,933 5.2 Deposits with financial institutions are the exchange of promissory notes issued by the financial institutions which were ordered to close their operations permanently by the Finance Ministry. The promissory notes are replaced by promissory notes issued by Krung Thai Thanakit Public Company Limited and the certificates of deposit issued by Krung Thai Bank Public Company Limited. Such promissory notes and certificates of deposit are forbidden to redeem before 3-5 years of maturity. No provision is made due to the Government guarantee. -8- (BAHT) THE GROUP THE COMPANY ONLY 1999 1998 1999 1998 Promissory notes 280,093,786 280,093,786 94,317,695 94,317,695 Certificates of deposit 71,042,840 71,042,840 - - TOTAL 351,136,626 351,136,626 94,317,695 94,317,695 6. SHORT-TERM LOANS TO RELATED PARTIES AND OTHER COMPANIES (BAHT) CONSOLIDATED THE COMPANY ONLY INTEREST RATE ( % ) 1999 1998 1999 1998 1999 1998 LOANS TO -SUBSIDIARIES 1. THE BANGKOK ENTERTAINMENT CO., LTD. - - 800,000,000 800,000,000 5.75-12.25 10.00-12.25 2. YOU & I CORPORATION CO., LTD. - - 257,100,239 146,256,145 5.00-15.25 6.75-15.25 3. 3 MEDIA CO., LTD. - - 5,337,500 5,000,000 5.00-6.75 6.75-12.25 4. BEC INTERNATIONAL DISTRIBUTION CO., LTD. - - 1,683,220 1,421,367 5.00-12.25 6.75-12.25 5. BANGKOK TELEVISION CO., LTD (FORMER NAME : BANGKOK CABLE TELEVISION SYSTEMS CO., LTD.) - - 17,590,955 79,445,244 5.75-12.25 6.75-12.25 6. SATELLITE TV BROADCASTING CO., LTD. - - 100,000 - 5.75 - 7. BEC-TERO ENTERTAINMENT CO., LTD. - - 51,392,500 11,000,000 5.00-6.75 6.75-15.25 TOTAL SHORT-TERM LOANS TO SUBSIDIARIES - - 1,133,204,414 1,043,122,756 -RELATED PARTIES 1. INFO BIZ CO., LTD. 31,466,203 27,421,528 31,466,203 27,421,528 8.25-14.75 12.50-14.75 2. INFO PACIFIC CORPORATION LTD. 23,011,403 20,053,510 23,011,403 20,053,510 8.25-14.75 12.50-14.75 TOTAL SHORT-TERM LOANS TO RELATED PARTIES 54,477,606 47,475,038 54,477,606 47,475,038 TOTAL 54,477,606 47,475,038 1,187,682,020 1,090,597,794 LOANS FROM SUBSIDIARY COMPANY -OTHER COMPANY 1. FIVE STAR PRODUCTION CO.,LTD. 10,000,000 - - - 10 - TOTAL LOANS FROM SUBSIDIARY COMPANY TO OTHER COMPANY 10,000,000 - - - TOTAL 64,477,606 47,475,038 1,187,682,020 1,090,597,794 -9- 7. INVENTORIES consist of the following : (BAHT) THE GROUP THE COMPANY ONLY 1999 1998 1999 1998 Finished goods 3,973,997 3,941,641 - - Untransmitted programmes 182,383 182,092 - - Other goods 17,376 14,245 - - TOTAL 4,173,756 4,137,978 - - Less Allowance for diminution in value of inventories (2,173,306) - - - Net 2,000,450 4,137,978 - - 8. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATE AND INVESTMENTS DEFICIENCY (BAHT) % HOLDING COST METHOD EQUITY METHOD 1999 1998 1999 1998 1999 1998 SUBSIDIARIES 1. THE BANGKOK ENTERTAINMENT CO., LTD. 99.99 99.99 299,999,200 299,999,200 1,201,603,637 1,222,842,555 2. RUNGSIROJVANIT CO., LTD. 99.99 99.99 34,999,510 34,999,510 1,424,627,105 1,049,781,909 3. NEW WORLD PRODUCTION CO., LTD. 99.99 99.99 59,999,160 59,999,160 1,147,674,465 856,687,067 4. ARIYAWATANA CO., LTD. 99.99 99.99 42,996,990 42,996,990 625,366,252 601,620,007 5. YOU & I CORPORATION CO., LTD. 99.99 99.99 34,999,300 34,999,300 (144,825,290) (72,157,992) 6. 3 MEDIA CO., LTD. 99.99 99.99 29,999,930 29,999,930 (3,180,936) 12,044,116 7. BEC STUDIO CO., LTD. 99.99 99.99 4,999,930 4,999,930 6,482,570 6,290,963 8. BEC INTERNATIONAL DISTRIBUTION CO., LTD. 99.99 99.99 4,999,930 4,999,930 (3,299,400) 2,170,507 9. BEC NEWS BUREAU CO., LTD. 99.99 99.99 4,999,930 4,999,930 6,481,026 6,289,125 10. BANGKOK TELEVISION CO., LTD. (FORMER NAME : BANGKOK CABLE TELEVISION SYSTEMS CO., LTD.) 99.99 99.99 4,999,930 4,999,930 2,518,646 (74,044,092) 11. BANGKOK SATELLITE & TELECOMMUNICATION CO., LTD 99.99 99.99 24,999,930 24,999,930 33,541,552 32,393,625 12. SATELLITE BROADCASTING SYSTEM CO., LTD. 99.99 99.99 999,930 999,930 1,149,450 1,138,861 13. SATELLITE TV BROADCASTING CO., LTD. 99.99 99.99 999,930 999,930 695,605 724,598 14. BEC-TERO ENTERTAINMENT CO., LTD. 59.99 59.99 8,116,158 8,116,158 (7,710,021) (5,036,251) TOTAL INVESTMENTS IN SUBSIDIARIES 558,109,758 558,109,758 4,450,140,308 3,791,983,333 TOTAL INVESTMENTS DEFICIENCY - - (159,015,647) (151,238,335) ASSOCIATE 1. CVD ENTERTAINMENT PUBLIC COMPANY LIMITED 20.00 20.00 328,847,535 328,847,535 193,088,849 265,383,587 TOTAL INVESTMENTS IN SUBSIDIARIES AND ASSOCIATE 886,957,293 886,957,293 4,643,229,157 4,057,366,920 TOTAL INVESTMENTS DEFICIENCY - - (159,015,647) (151,238,335) -10- Due to some subsidiary companies have capital deficiency on December 31, 1999 and 1998, therefore, the amount of investments in subsidiaries by equity method were presented in liabilities under "Investments deficiency". For 1999 and 1998 financial statements of CVD Entertainment Public Company Limited are based on the report of other certified public accountant. The Company's portion amount recorded in the consolidated financial statements and the Company only is immaterial. The Company amortized deferred goodwill in the investments in associate for 1999, amount of Baht 31.78 million from the total investment. Due to it is expected there will be no economic benefit in the future, therefore, it was shown in the expenses under "Loss on impaired assets" The Company invested in stocks of CVD Entertainment Public Company Limited which is listed in the Stock Exchange of Thailand amount of 7.20 million shares. The market value as at December 31, 1999 and 1998 are equal to Baht 106.20 million and Baht 43.92 million, respectively. The Company invested in BEC-TERO Entertainment Company Limited of 599,995 ordinary shares at Baht 10 each with the acquisition expenses of Baht 2.12 million, totalling investments are Baht 8.12 million. The financial statements of BEC - TERO (YANGON) COMPANY LIMITED which is located in the Union of Myanmar held by one subsidiary and is included in the consolidated financial statements for the years ended December 31, 1999 and 1998 based on the report of certified public accountant in the Union of Myanmar. The amount of assets, liabilities and equity are immaterial to the consolidated financial statements and the Company's financial statements. -11- (BAHT) TYPE OF RELATIONSHIP PAID-UP CAPITAL DIVIDENDS BUSINESS 1999 1998 1999 1998 SUBSIDIARIES 1. THE BANGKOK ENTERTAINMENT Broadcasting Thai TV Common 300,000,000 300,000,000 199,999,467 399,998,933 CO., LTD. Channel 3 and radio shareholders/ directors 2. RUNGSIROJVANIT CO., LTD. Providing, producing Common 5,000,000 5,000,000 - - TV programs and shareholders/ sell air time directors 3. NEW WORLD PRODUCTION Providing, producing Common 5,000,000 5,000,000 - - CO., LTD. TV programs and shareholders/ sell air time directors 4. ARIYAWATANA CO., LTD. Providing, producing Common 1,000,000 1,000,000 - - TV programs and shareholders/ sell air time directors 5. YOU & I CORPORATION CO., LTD. Producing radio Common 35,000,000 35,000,000 - - programs, operating shareholders/ radio station and directors producing pictures 6. 3 MEDIA CO., LTD. Providing and Common 30,000,000 30,000,000 - - sell air time, sell shareholders/ equipment and directors electronics advertising media services 7. BEC STUDIO CO., LTD. ( * ) Producing programs Common 5,000,000 5,000,000 - - and studio equipment shareholders/ services directors 8. BEC INTERNATIONAL Providing, producing Common 5,000,000 5,000,000 - - DISTRIBUTION CO., LTD. TV programs shareholders/ directors 9. BEC NEWS BUREAU CO., LTD. Producing news Common 5,000,000 5,000,000 - - ( * ) programs shareholders/ directors 10. BANGKOK TELEVISION CO., LTD. Providing and Common 5,000,000 5,000,000 - - (FORMER NAME : BANGKOK producing TV programs shareholders/ CABLE TELEVISION sell air time directors SYSTEMS CO., LTD. ) 11. BANGKOK SATELLITE & Satellite uplink- Common 25,000,000 25,000,000 - - TELECOMMUNICATION downlink services shareholders/ CO., LTD. ( * ) directors 12. SATELLITE BROADCASTING Satellite uplink- Common 1,000,000 1,000,000 - - SYSTEM CO., LTD. ( * ) downlink services shareholders/ directors * NOT YET OPERATING -12- (BAHT) TYPE OF RELATIONSHIP PAID-UP CAPITAL DIVIDENDS BUSINESS 1999 1998 1999 1998 13. SATELLITE TV BROADCASTING Satellite uplink- Common 1,000,000 1,000,000 - - CO., LTD. ( * ) downlink services shareholders/ directors 14. BEC-TERO ENTERTAINMENT Providing and producing Common 10,000,000 10,000,000 - - CO., LTD. TV programs and sell shareholders/ air time for TV directors advertising producing and promoting songs for concert, producing (more)