NOTE 12 - PROPERTY AND EQUIPMENT Property and equipment at December 31, comprise: Million Baht Consolidated Company's Separate Estimated Useful Balance Sheets Balance Sheets Lives (Years) 1998 1997 1998 1997 Land 10.97 10.97 2.52 2.52 Buildings and improvements 5-20 66.13 62.85 26.06 24.10 Leasehold buildings improvements 5-15 129.37 101.97 86.65 61.10 Furniture, fixtures and office equipment 1-10 2,695.76 1,958.50 2,364.93 1,759.80 Tools and equipment - 22.10 - - - Pagers and mobile phone for rent 2-5 73.86 64.34 - - Vehicles 5 49.56 33.15 40.87 28.39 Vehicles under financial leases 5 4.77 4.77 4.77 4.77 Assets under construction and installation 128.02 84.36 128.02 84.36 3,180.54 2,320.91 2,653.82 1,965.04 Less Accumulated depreciation and amortization 1,235.02 683.79 903.75 487.57 1,945.52 1,637.12 1,750.07 1,477.47 Less Allowance for obsolete equipment 1.80 7.19 - - Property and Equipment - net 1,943.72 1,629.93 1,750.07 1,477.47 As at December 31, 1998, land purchased by the Company's subsidiary from Pager Sales Company Limited, at the value of approximately Baht 5.05 million, was in the process of transferring the ownership to the subsidiary. NOTE 13 - LOANS FROM BANKS At December 31, 1998, the Company had outstanding loan balance obtained from a foreign bank under a short-term loan agreement in the amount of US dollar 5 million and is repayable within December 1999. Shinawatra Computer and Communications Public Company Limited (" SC&C "), as stipulated under the said loan agreement, is required to have its shareholding in the Company for at least 51% of total issued shares of the Company. On January 6, 1999, the Board of Directors of SC&C passed a resolution to approve the sale of 14,300,000 common shares of the Comapny to Singapore Telecom International,and on the same day the Board of Directors of the company passed a resolution to approve the issuance of 36,000,000 common shares to sell specifically to Singapore Telecom International. SC&C's shareholding in the Company, after the completion of exercises which were approved by the Board of Directors of SC&C and the Company as discussed previously, will be lower than the levels stipulated in the aforesaid loan agreements.On january 21,1999, the aforesaid foreign bank had officially confirmed to the Companny that it agreed to make an allowance in respect of the required level of holding in the Company's share capital to be maintained by SC&C. NOTE 14 - ACCOUNTS AND NOTES PAYABLE AND ACCRUED EXPENSES Accounts and notes payable and accrued expenses at December 31, comprise: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1998 1997 1998 1997 Related parties (Note 3) 167.79 297.83 105.07 291.06 Notes payable to other supplier 1,418.23 - 1,418.23 - Balances with other suppliers and accrued expenses 6,805.52 7,379.63 6,074.97 7,247.25 8,391.54 7,677.46 7,598.27 7,538.31 Add (Less) Value of purchased currency under contracted exchange rates, for future payments of above liabilities, over (under) the current value of purchased currency under forward contracts 211.68 (3.30) 211.39 (3.32) Accounts and notes payable and accrued expenses - net 8,603.22 7,674.16 7,809.66 7,534.99 NOTE 15 - UNUTILIZED LOAN FACILITIES Unutilized loan facilities of the Company and its subsidiaries as at December 31, 1998 are classified by type of currencies as follows: Million Consolidated Company's Separate Financial Statements Financial Statements Short-term Baht 220.00 - US dollar 21.55 21.55 Long-term US dollar 41.69 41.69 Deutschmark 73.74 73.74 Terms and conditions of unutilized long-term facilities are similar to those long-term loans described in Note 18, while terms and conditions of unutilized short-term loans facilities are not currently specified and subject to mutual agreement between the Company, its subsidiaries and lenders if required. NOTE 16 - SHORT-TERM BONDS ISSUED BY ADVANCED INFO SERVICE PUBLIC COMPANY LIMITED Short-term bonds at December 31, 1998 represent unsecured bonds totaling 2,000,000 units, Baht 1,000 per unit. The said short-term bonds are repayable on October 11, 1999 with the fixed interest rate at 12%. The Company has entered into an agreement with Bangkok First Investment and Trust Public Company Limited to appoint the said company as bonds registrar and paying agent, and the Company has also entered into an agreement with Merrill Lynch Phatra Securities Company Limited to authorize the said company to offer and sell the aforesaid unsecured bonds. The Company agrees to pay fees and other expenses to both companies in accordance with terms and conditions prescribed in both agreements. Short-term bonds at December 31, 1997 represent unsecured bonds totaling 2,130,000 units, Baht 1,000 per unit. The said short-term bonds are repayable as from February 16, 1998 through March 27, 1998 with the fixed interest rate at 13% per annum. Under the agreements between the Company and the Thai Farmers Bank Public Company Limited, whereas the latter has been appointed as bonds registrar and has been authorized to offer and to sell the said short-term unsecured bonds, the Company agrees to pay fees and other expenses to the said bank as prescribed in those agreements. Bondholders as at December 31, are summarized as follow: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1998 1997 1998 1997 Related parties (Note 3) 122.90 2,130.00 122.90 2,130.00 Other bondholders 1,877.10 - 1,877.10 - Total 2,000.00 2,130.00 2,000.00 2,130.00 Accrued interest on short-term bonds at December 31, are summarized by type of bondholders as follow: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets Related parties (Notes 3 & 14) 3.27 118.78 3.27 118.78 Others bondholders 49.99 - 49.99 - Total 53.26 118.78 53.26 118.78 NOTE 17 - OTHER CURRENT LIABILITIES Other current liabilities at December 31, comprise: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1998 1997 1998 1997 Income tax payable 1,637.79 360.80 1,421.78 297.76 Other payables 171.20 135.88 169.09 132.25 Equipment payables 14.57 68.59 13.89 67.15 Withholding income tax payable 22.00 13.13 18.28 10.90 Others 17.81 35.11 4.44 22.44 Total 1,863.37 613.51 1,627.48 530.50 Other payables mainly comprise service costs to be charged by the Communications Authority of Thailand, and sharing of service income to be charged by the Telephone Organization of Thailand. NOTE 18 - LONG-TERM LIABILITIES Long-term liabilities at December 31, comprise: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1998 1997 1998 1997 Loans from foreign banks 479.57 618.23 479.57 618.23 Syndicated loans from foreign banks 5,976.18 8,417.41 5,976.18 7,180.96 Loans from foreign finance companies 2,188.29 1,868.25 2,188.29 1,868.25 Loans from a foreign company - 79.88 - 79.88 Liabilities under financial leases 2.88 3.59 2.88 3.59 8,646.92 10,987.36 8,646.92 9,750.91 Less Excess of the current value of purchased currency under forward contracts, for future repayments of above loans, over the value under contracted exchange rates 363.27 2,377.07 363.27 1,803.62 8,283.65 8,610.29 8,283.65 7,947.29 Less Current portion of long-term liabilities 3,799.92 2,025.94 3,799.92 1,362.94 Long-term Liabilities - net 4,483.73 6,584.35 4,483.73 6,584.35 Outstanding long-term loans in foreign currencies at the end of each year are translated into Baht at the exchange rate ruling on that date and are shown net of the excess of the current value of purchased foreign currency under forward contracts, in relation to future repayments of above loans, over the value under contracted exchange rates. Loans From Foreign Banks Loans from foreign banks as at December 31, 1998 and 1997 represent loans in US dollars obtained by the Company from two foreign banks under two loan agreements. Both loans are repayable in lump sum on December 26, 1999. Interest rates and interest payments are to be mutually agreed with the lenders at the 1 month LIBOR or 3 month LIBOR or 6 month LIBOR plus the rates as prescribed in each of the said agreements. As at December 31, 1998 and 1997, outstanding loan balances under the aforesaid two loan agreements amounted to approximately Baht 479.57 million and Baht 618.23 million, respectively. Syndicated Loans From Foreign Banks Syndicated loans from foreign banks as at December 31, 1997 represent loans in US dollars under four loan agreements. Loan under the first agreement represents loan obtained by the subsidiary from eight banks and are repayable in a lump sum on September 5, 1998, while interest rate and interest payments under the said loan agreement are to be mutually agreed with the lenders at the 1 month SIBOR or 3 month SIBOR or 6 month SIBOR plus the rate as prescribed in the said agreement. Repayment of the first agreement was fully made by the subsidiary in the third quarter of 1998. Loan under the second agreement obtained by the Company from fourteen banks and are repayable in five equal semi-annual installments commencing April 9, 1998, while interest rate and interest payments under the said loan agreement are to be mutually agreed with the lenders at the 1 month LIBOR or 3 month LIBOR or 6 month LIBOR plus the rate as prescribed in the said agreement. Loans under the third agreement and fourth agreement are obtained by the Company from twelve banks and three banks, respectively. Both loan agreements are repayable in four equal semi-annual installments commencing March 30, 1999 and April 2, 1999, respectively. Interest rates and interest payments under both loan agreements are to be mutually agreed with the lenders at the 3 month LIBOR or 6 month LIBOR plus the rate as prescribed in both loan agreements. Syndicated loans from foreign banks as at December 31, 1998 represent loans in US dollars under three loan agreements. Loans under the first, second and third agreement obtained by the Company from the same lenders and under the same second, third and forth loan agreement as at December 31, 1997. As at December 31, 1998 and 1997 outstanding loan balances under syndicated loan agreements in the consolidated balance sheets amounted to approximately Baht 5,976.18 million and Baht 8,417.41 million, respectively. As at December 31, 1998 and 1997 outstanding loan balances under syndicated loan agreements in the Company's separate balance sheets amounted to approximately Baht 5,976.18 million and Baht 7,180.96 million. Loans From Foreign Finance Companies Loans from foreign finance companies as at December 31, 1997 represent loans in US dollars obtained by the Company from two finance companies under seven loan agreements. Loans obtained from the first finance company comprise six loan agreements. Loans under the first and second agreement are repayable in fifteen equal semi-annual installments commencing March 15, 1993 and June 23, 1993, respectively. Interest under the said two loan agreements are payable semi-annually at the rates ranging from 6.78% - 7.40% per annum. Loan under the third agreement is repayable in four equal semi-annual installments commencing January 15, 1997. Interest rate and interest payments are at the 6 month LIBOR plus the rates as prescribed in the said agreement. Repayment of the third agreement was fully made by the Company in the third quarter of 1998. Loan under the fourth agreement is repayable in ten equal semi-annual installments commencing July 15, 1996. Interest under the said loan agreement is payable semi- annually at the rate of 6.88% per annum. Loan under the fifth agreement is repayable in nine equal semi-annual installments commencing January 15, 1997. Interest under the said loan agreement is payable semi-annually at the rate of 6.10% per annum. On June 22, 1998, the Company and the said finance company mutually agreed to change the interest rate prescribed in the said loan agreement to be 6.32% per annum. Loan under the sixth agreement is repayable in six equal semi-annual installments commencing September 15, 1999, while interest rate and interest payments under the said loan agreement are at the 6 month LIBOR plus the rate as prescribed in the said agreement. Loan under the seventh agreement represents loan in US dollars obtained from the second finance company and is repayable in six equal semi-annual installments commencing March 15, 2000. Interest rate and interest payments are at the 6 month LIBOR. Loans from foreign finance companies as at December 31, 1998 represent loans obtained by the Company from three finance companies under seven loan agreements. Loans in US dollars under first five loan agreements obtained from the first finance company represent the remaining loan balances under the first six loan agreements as at December 31, 1997. Loan under the sixth agreement represents additional loan in US dollars obtained from the second finance company represents the same loan under the same seventh loan agreement as at December 31, 1997. Loan under the seventh agreement represents loan in US dollars equivalent Deutschmark obtained from the third finance company and is repayable in ten equal semi-annual installments commencing March 31, 2000. Interest rate and interest payments are at the 6 month LIBOR plus the rate as prescribed in the said agreement. As at December 31, 1998 and 1997, outstanding loan balances obtained from those three finance companies amounted to approximately Baht 2,188.29 million and Baht 1,868.25 million, respectively. (More)