Investments at June 30, 1998 comprise investments in share capital of the following companies: Values (Million Baht) % Paid-up Cost Equity Recorded Dividend Holding Capital Method Method Values Income In the Company's separate financial statements Related Parties Subsidiary company Advanced Paging Company Limited 59.99 350.00 753.76 816.38 816.38 - Associated company Shinawatra Datacom Company Limited 13.77 457.52 62.37 68.00 68.00 - 884.38 Values (Million Baht) % Paid-up Cost Equity Recorded Dividend Holding Capital Method Method Values Income In the Company's separate financial statements Other Company Fonepoint (Thailand) Company Limited 17.80 15.00 - - - - In the consolidated financial statements Related Parties Associated company Shinawatra Datacom Company Limited 13.77 457.52 62.37 68.00 68.00 - Other Company Fonepoint (Thailand) Company Limited 17.80 15.00 - - - - Advanced Paging Company Limited is principally engaged in the operations of a DIGITAL DISPLAY PAGING SYSTEM network, trading pagers and providing pagers for rent. Advanced Wireless Marketing Company Limited is principally engaged in trading mobile phone, rendering repair services for mobile phones and providing mobile phones for rent. Shinawatra Datacom Company Limited is principally engaged in the operations of simultaneous voice and data transfer system known as DataNet. In December 1998, the Company acquired additional investment in common share capital of Shinawatra Datacom Company Limited (6,449,176 shares at the value of Baht 51,508,548), and the Company's shareholding in Shinawatra Datacom Company Limited therefore increased from 13.77% to 27.86%. Accordingly, the financial statements for the three-month and six-month periods ended June 30, 1998 have to be adjusted retroactively from the cost method to the equity method. As a result, investments in associated company and the Company's shareholders' equity as at June 30, 1998, were equally increased by approximately Baht 5.63 million. Net loss for the three-month period ended June 30, 1999 and net income for the six-month period then ended were decreased and increased by approximately Baht 2.09 million and Baht 3.59 million, respectively, while basic loss per share for the three-month period ended June 30, 1998 and basic earnings per share for the six-month period then ended were decreased and increased by approximately Baht 0.01 and Baht 0.01, respectively. Investment in the aforesaid associated company as at June 30, 1999, at the book value of approximately Baht 128.16 million, which is equivalent to 0.30% of the total consolidated assets and 0.30% of the Company's total assets at June 30, 1999, was recorded by using the equity method of accounting based on the related financial information of the financial statements for the three-month and six-month periods ended June 30, 1999 prepared by the management of the said company and had not been audited or reviewed by the auditors. The related unaudited or unreviewed net result of investment in the said associated company for the three-month and six-month periods ended June 30, 1999 were approximately Baht 2.46 million and Baht 6.04 million, respectively. Investment in an other company, Fonepoint (Thailand) Company Limited, as at June 30, 1999 and 1998, which do not represent marketable securities, are shown net of adjustment relating to the decline in value of investment, determined from its financial status in the amount of approximately Baht 17.20 million. The Company and its subsidiaries do not have significant influence in the management of this company. NOTE 11 - PROPERTY AND EQUIPMENT Land and buildings purchased by the Company's subsidiary from Pager Sales Company Limited in 1997, at the total net book value of approximately Baht 16.74 million at June 30, 1999, are in the process of transferring their ownership to the subsidiary. NOTE 12 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at June 30, comprise: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1999 1998 1999 1998 Related parties (Note 3) 127.56 126.36 69.86 120.65 Balances with other suppliers and accrued expenses 6,149.52 8,409.60 5,377.04 8,250.84 6,277.08 8,535.96 5,446.90 8,371.49 Add Value of purchased currency under contracted exchange rates, for future payments of above liabilities, over the current value of purchased currency under forward contracts 2.77 0.26 2.77 0.26 Total 6,279.85 8,536.22 5,449.67 8,371.75 NOTE 13 - UNUTILIZED LOAN FACILITIES Unutilized loan facilities of the Company and its subsidiaries as at June 30, 1999 are classified by type of currencies as follows: Million Consolidated Company's Separate Financial Statements Financial Statements Short-term Baht 300.00 - US dollar 5.00 5.00 Long-term US dollar 2.13 2.13 Deutschmark 63.48 63.48 Terms and conditions of unutilized long-term facilities are similar to those long-term loans described in Note 17, 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 14 - SHORT-TERM BONDS ISSUED BY ADVANCED INFO SERVICE PUBLIC COMPANY LIMITED Short-term bonds at June 30, 1999 represent unsecured bonds totaling 1,889,900 units, Baht 1,000 per unit. The said short-term bonds are repayable on October 11, 1999 with the fixed interest rate at 12% per annum. 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 June 30, 1998 represent unsecured bonds totaling 20,000 units, Baht 1,000 per unit, invested by executives of the parent company and directors of a subsidiary company. The said short-term bonds are repayable on January 26, 1999 with interest rate at the average rate of Minimum Loan Rate of the Thai Farmers Bank Public Company Limited and the Bangkok Bank Public Company Limited. 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. Short-term bondholders as at June 30, are summarized as follows: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1999 1998 1999 1998 Related parties (Note 3) 597.00 20.00 597.00 20.00 Other bondholders 1,292.90 - 1,292.90 - Total 1,889.90 20.00 1,889.90 20.00 Accrued interest on short-term bonds at June 30, included in Note 12 to the financial statements, are summarized by type of bondholders as follows: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1999 1998 1999 1998 Related parties (Note 3) 15.90 0.55 15.90 0.55 Others bondholders 34.43 - 34.43 - Total 50.33 0.55 50.33 0.55 NOTE 15 - LONG-TERM BONDS ISSUED BY ADVANCED INFO SERVICE PUBLIC COMPANY LIMITED Long-term bonds at June 30, 1999 represent unsecured bonds totaling 1,500,000 units, Baht 1,000 per unit. The said Long-term bonds are repayable from February 18, 2001 to March 5, 2002 with the fixed interest rate at 8.25% per annum. 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 Deutsche Bank 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. Long-term bonds at June 30, 1998 represent unsecured bonds totaling 3,000,000 units, Baht 1,000 per unit, invested by a major shareholder of the parent company. The said long-term bonds are repayable as from December 15, 2000 through June 12, 2001. Interest rate of the said bonds is at the average rate of Minimum Loan Rate of the Thai Farmers Bank Public Company Limited and the Bangkok Bank Public Company Limited. Under the agreements between the Company and the Thai Farmers Bank Public Company Limited, the Company authorizes the said bank to offer and sell the aforesaid unsecured bonds, and agrees to pay fees and other expenses to the said bank as prescribed in those agreements. Full repayments of the aforesaid long-term bonds were made during the third quarter of 1998 and the first quarter of 1999. Long-term bondholders as at June 30, are summarized as follows: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1999 1998 1999 1998 Related parties (Note 3) 270.00 3,000.00 270.00 3,000.00 Other bondholders 1,230.00 - 1,230.00 - Total 1,500.00 3,000.00 1,500.00 3,000.00 Accrued interest on long-term bonds at June 30, included in Note 12 to the financial statements, are summarized by type of bondholders as follows: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1999 1998 1999 1998 Related parties (Note 3) 7.20 46.38 7.20 46.38 Others bondholders 34.50 - 34.50 - Total 41.70 46.38 41.70 46.38 NOTE 16 - OTHER CURRENT LIABILITIES Other current liabilities at June 30, comprise: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1999 1998 1999 1998 Income tax payable 912.16 887.31 624.68 813.60 Other payables 174.85 87.85 172.66 84.47 Value added tax payable 129.26 - 138.01 - Equipment payables 126.73 24.83 125.69 24.63 Withholding income tax payable 22.06 23.16 19.87 22.21 Allowance for warranties on goods sold 19.32 - - - Others 23.42 24.02 2.77 9.46 Total 1,407.80 1,047.17 1,083.68 954.37 Other payables mainly comprise service costs charged by the Communications Authority of Thailand and International network operators, and share of service income payable to the Telephone Organization of Thailand. NOTE 17 - LONG-TERM LIABILITIES Long-term liabilities at June 30, comprise: Million Baht Consolidated Company's Separate Balance Sheets Balance Sheets 1999 1998 1999 1998 Loans from foreign banks 481.01 553.66 481.01 553.66 Syndicated loans from foreign banks - 8,560.53 - 7,453.20 Loans from foreign finance companies 3,506.63 2,140.60 3,506.63 2,140.60 Loans from a foreign company - 35.77 - 35.77 Liabilities under financial leases 2.16 3.25 2.16 3.25 3,989.80 11,293.81 3,989.80 10,186.48 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 69.21 1,567.49 69.21 1,123.16 3,920.59 9,726.32 3,920.59 9,063.32 Less Current portion of long-term liabilities 1,235.74 3,136.61 1,235.74 2,473.61 Long-term Liabilities - net 2,684.85 6,589.71 2,684.85 6,589.71 Outstanding long-term loans in foreign currencies at the end of each period 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 currency under forward contracts, for future repayments of above loans, over the value under contracted exchange rates. Loans From Foreign Banks Loans from foreign banks as at June 30, 1999 and 1998 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 June 30, 1999 and 1998, outstanding loan balances under the aforesaid two loan agreements amounted to approximately Baht 481.01 million and Baht 553.66 million, respectively. Syndicated Loans From Foreign Banks Syndicated loans from foreign banks as at June 30, 1998 represent loans in US dollars under four loan agreements. Loan under the first agreement represents loan obtained by a subsidiary from eight banks and is 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 loan under the first agreement was fully made by the subsidiary in the third quarter of 1998. Loan under the second agreement was obtained by the Company from fourteen banks and is 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 and fourth agreement were 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. Repayments of loans under the second, third and fourth agreement were fully made by the Company in the first and second quarter of 1999. (More)