Minority interests (19.26) Net income 2,750.06 Consolidated total assets 36,071.18 1,309.43 1,896.55 587.00 39,864.16 Consolidated total liabilities 16,617.45 371.16 1,250.14 100.03 18,338.78 Depreciation charge 515.80 46.87 32.57 4.00 599.24 Amortisation charge 3,715.66 130.15 6.44 54.25 3,906.50 37 Financial information by segment (continued) Consolidated 1998 Mobile phone Pager sales & Mobile phone Datanet services services sales service Group Million Baht Million Baht Million Baht Million Baht Million Baht Revenue - services 13,323.79 1,394.47 - 162.86 14,881.12 Revenue - sales - 224.98 - - 224.98 Total revenues 13,323.79 1,619.45 - 162.86 15,106.10 Segment result 4,133.30 1,088.87 - 67.09 5,289.26 Selling and administrative expenses (3,253.35) Operating income 2,035.91 Other income 1,896.89 Finance cost Interest income 446.48 Interest expenses (1,216.86) Income before tax 3,162.42 Income tax (1,591.29) Group income 1,571.13 Minority interests (124.61) Net income 1,446.52 Consolidated total assets 34,703.64 1,425.35 1,400.10 550.30 38,079.39 Consolidated total liabilities 25,882.50 417.27 626.26 74.51 27,000.54 Depreciation charge 418.73 63.54 - 2.71 484.98 Amortisation charge 3,133.95 119.56 - 39.43 3,292.94 38 Acquisitions In December 1998, the Group acquired an additional 14.10% of share capital of Shinawatra Datacom Co., Ltd. Consolidated 1998 Million Baht Purchase consideration 51.51 Fair value of net assets acquired (66.63) Negative goodwill (15.12) No fair value adjustments were made to the book value of net assets acquired. The Group's management is of the opinion that the book value approximated fair value at the date of acquisition. The book value of assets and liabilities acquired on the additional acquisition of Shinawatra Datacom Co., Ltd. were as follows: Restated Million Baht Cash on hand and at banks 36.38 Short-term investments 32.00 Trade accounts receivable, net 9.06 Amounts due from related companies 5.29 Inventories, net 0.13 Other current assets 1.53 Equipment, net 10.42 Other assets 452.36 Trade accounts payable (15.27) Amounts due to related companies (0.34) Accrued expenses (41.35) Deposits from customers (17.66) Fair value of net assets 472.55 Interest acquired 14.10% Fair value of net assets acquired 66.63 38 Acquisitions (continued) In December 1998, the Group acquired 99.99% of the share capital of Advanced Wireless Marketing Co., Ltd. Consolidated 1998 Million Baht Purchase consideration 600.00 Fair value of net assets acquired (621.99) Negative goodwill (21.99) Purchase consideration 600.00 Less: Cash and cash equivalents of subsidiary (327.84) Cash flow on acquisition, net of cash and cash equivalents acquired 272.16 No fair value adjustments were made to the book value of net assets acquired. The Group's management is of the opinion that the book value approximated fair value at the date of acquisition. The book value of assets and liabilities acquired on the acquisition of Advanced Wireless Marketing Co., Ltd. were as follows: Million Baht Cash on hand and at banks 327.32 Short-term investments 0.52 Trade accounts receivable, net 234.39 Amounts due from related companies 1.80 Inventories, net 637.54 Other current assets 93.23 Equipment, net 87.24 Deferred charges, net 59.05 Other assets 311.52 Loans from banks (187.56) Trade accounts payable and accrued expenses (638.77) Short-term loans and advances from related companies (213.74) Other current liabilities (90.55) Fair value of net assets acquired 621.99 In February 1999 the Group acquired an additional 40% of share capital of Advanced Paging Co., Ltd. Consolidated 1999 Million Baht Purchase consideration 949.60 Fair value of net assets acquired (418.20) Positive goodwill 531.40 No fair value adjustments were made to the book value of net assets acquired. The Group's management is of the opinion that the book value approximated fair value at the date of acquisition. 38 Acquisitions (continued) The book value of assets and liabilities acquired on the additional acquisition of Advanced Paging Co., Ltd. were as follows: Million Baht Cash on hand and at banks 42.83 Short-term investments 220.00 Trade accounts receivable, net 130.47 Amounts due from related companies 11.97 Inventories, net 43.28 Other current assets 54.14 Equipment, net 514.58 Other assets 360.17 Trade accounts payable (25.39) Amounts due to related companies (4.68) Deposits from customers (56.07) Accrued expenses (117.12) Other current liabilities (128.69) Fair value of net assets 1,045.49 Interest acquired 40% Fair value of net assets acquired 418.20 In October 1999, the Group acquired an additional 40.08 % of share capital of Shinawatra Datacom Co., Ltd. Consolidated 1999 Million Baht Purchase consideration 273.00 Fair value of net assets acquired (191.34) Positive goodwill 81.66 No fair value adjustments were made to the book value of net assets acquired. The Group's management is of the opinion that the book value approximated fair value at the date of acquisition. The book value of assets and liabilities acquired on the acquisition of Shinawatra Datacom Co., Ltd. were as follows: Million Baht Cash on hand and at banks 64.18 Trade accounts receivable, net 8.88 Other current assets 6.25 Equipment, net 13.31 Other assets 479.45 Trade accounts payable (17.10) Deposits from customers (14.96) Accrued expenses (62.61) Fair value of net assets 477.40 Interest acquired 40.08% Fair value of net assets acquired 191.34 38 Acquisitions (continued) In October 1999, the Group acquired 49% of share capital of Data Network Solutions Co., Ltd. Consolidated 1999 Million Baht Purchase consideration 8.00 Fair value of net assets acquired (6.35) Positive goodwill 1.65 Purchase consideration 8.00 Less: Cash on hand and at banks of subsidiary (2.56) Cash flow on acquisition, net of cash on hand and at banks acquired 5.44 No fair value adjustments were made to the book value of net assets acquired. The Group's management is of the opinion that the book value approximated fair value at the date of acquisition. The book value of assets and liabilities acquired on the acquisition of Data Network Solutions Co., Ltd. were as follows: Million Baht Cash on hand and at banks 2.56 Trade accounts receivable, net 12.64 Other current assets 1.48 Equipment, net 5.56 Other assets 0.84 Other current liabilities (5.51) Other liabilities (4.61) Fair value of net assets 12.96 Interest acquired 49% Fair value of net assets acquired 6.35 39 Related company transactions During the year, the Group has entered into a number of transactions with related companies. The terms of such transactions are negotiated on an arms length market value basis in the ordinary course of business and according to normal trade conditions. On 19 February 1999 Shin Corporation Public Company Limited ceased to hold in excess of 50% of the share capital of the Company. Therefore, Shin Corporation Public Company Limited ceased to be treated as the parent company in the first quarter ended 31 March 1999. 39 Related company transactions (continued) Significant related company transactions are summarised as follows: a) Sales of goods and services Consolidated Company 1999 1998 1999 1998 Restated Restated Million Baht Million Baht Million Baht Million Baht Service income Subsidiaries Advanced Wireless Marketing Co., Ltd. - - 12.50 - Others - - 0.83 0.31 - - 13.33 0.31 Related companies Singapore Telecom Mobile Pte Ltd. 153.94 - 153.94 - Others 7.42 12.45 6.06 10.39 161.36 12.45 160.00 10.39 Total service income 161.36 12.45 173.33 10.70 Sales of prepaid cards Subsidiary Advanced Wireless Marketing Co., Ltd. - - 86.57 - 39 Related company transactions (continued) b) Purchases of services Consolidated Company 1999 1998 1999 1998 Restated Restated Million Baht Million Baht Million Baht Million Baht Rental and other service expenses Parent company - 101.99 - 101.82 Subsidiaries Advanced Wireless Marketing Co., Ltd. - - 43.96 - Others - - 4.76 2.35 - - 48.72 2.35 Related companies Shin Satellite Public Co., Ltd. 114.63 127.08 114.63 127.08 SC Asset Co., Ltd. 35.86 12.33 27.27 12.33 Tele Info Media Co., Ltd. 17.83 - 17.83 - Upcountry Land Co., Ltd. 83.65 82.44 83.65 82.44 OAI Leasing Co., Ltd. 34.73 29.53 28.13 29.53 OAI Asset Co., Ltd. 134.68 102.35 108.37 102.35 Others 87.22 332.83 49.56 270.44 508.60 686.56 429.44 624.17 Total rental and other service expenses 508.60 788.55 478.16 728.34 Advertising expenses Related companies SC Matchbox Co., Ltd. 446.72 21.53 47.75 7.62 Others 13.23 - - - Total advertising expenses 459.95 21.53 47.75 7.62 Consulting and management fees Parent company - 150.34 - 150.34 Related companies Shin Corporation Public Co., Ltd. 75.00 - 75.00 - Singapore Telecom International Pte Ltd. 15.30 10.00 - - Shinawatra Information Technology Co., Ltd. 17.64 - 8.90 - 107.94 10.00 83.90 - Total consulting and management fees 107.94 160.34 83.90 150.34 Interest expenses Parent company - 16.58 - 16.58 Subsidiaries - - 3.66 - Related companies Shin Corporation Public Co., Ltd. 41.59 - 41.59 - A major shareholder of related companies 79.09 387.31 79.09 387.31 Directors of related companies 4.61 2.72 4.61 2.72 125.29 390.03 125.29 390.03 Total interest expenses 125.29 406.61 128.95 406.61 39 Related company transactions (continued) c) Purchases of property, equipment and computer software Consolidated Company 1999 1998 1999 1998 Restated Restated Million Baht Million Baht Million Baht Million Baht Parent company - 65.00 - 65.00 Subsidiaries - - 4.76 19.07 Related companies 25.22 5.19 24.31 3.99 25.22 70.19 29.07 88.06 d) Purchases of cost of mobile phone and pager service networks and Datanet tools and equipment under concession agreements Consolidated Company 1999 1998 1999 1998 Restated Restated Million Baht Million Baht Million Baht Million Baht Related companies Shinawatra Information Technology Co., Ltd. - 138.17 - 137.74 Others - 4.63 - 4.63 - 142.80 - 142.37 e) Outstanding balance arising from sales/purchases of goods/services and loan to/from related companies Consolidated Company 1999 1998 1999 1998 Restated Restated Million Baht Million Baht Million Baht Million Baht Trade accounts receivable Parent company - 0.42 - - Subsidiaries - - 46.72 0.38 Related companies Singapore Telecom Mobile Pte Ltd. 37.50 23.13 37.50 23.13 Others 4.84 6.51 0.13 0.36 42.34 29.64 37.63 23.49 Total trade accounts receivable 42.34 30.06 84.35 23.87 39 Related company transactions (continued) Consolidated Company 1999 1998 1999 1998 Restated Restated Million Baht Million Baht Million Baht Million Baht Amounts due from and loan to related companies Amounts due from related companies Parent company - 5.69 - 5.69 Subsidiaries - - 1.98 158.16 Related companies 0.55 11.96 0.11 0.43 0.55 17.65 2.09 164.28 Loan to related company Subsidiary Advanced Wireless Marketing Co., Ltd. - - - 50.00 Total amounts due from and loan to related companies 0.55 17.65 2.09 214.28 Loan to a subsidiary represented loan with interest at the approximate minimum rate of bank overdraft and minimum rate of bank lending of 5 major commercial banks in Thailand. The rates were determined by Group Finance and were applied to the Group. The intercompany borrowing rate would be vary by adding margin which would be different according to the tenor of each borrowing. Consolidated Company 1999 1998 1999 1998 Restated Restated Million Baht Million Baht Million Baht Million Baht Trade accounts payable Parent company - 31.46 - 11.95 Subsidiaries - - 2.39 44.24 Related companies SC Matchbox Co., Ltd. 3.10 74.80 - - Shin Satellite Public Co., Ltd. 1.31 11.14 1.31 11.14 Others 8.53 13.11 6.44 0.23 12.94 99.05 7.75 11.37 Total trade accounts payable 12.94 130.51 10.14 67.56 39 Related company transactions (continued) Consolidated Company 1999 1998 1999 1998 Restated Restated Million Baht Million Baht Million Baht Million Baht Amounts due to and loans from related companies Amounts due to related companies Parent company - 13.00 - 12.98 Subsidiaries Advanced Paging Co., Ltd. - - 11.12 - Others - - 8.69 - - - 19.81 - Related companies Singapore Telecom International Pte Ltd. 20.29 - 6.20 - SC Matchbox Co., Ltd. 106.67 1.92 10.58 - Pager Sales Co., Ltd. - 13.14 - - Others 8.09 2.83 6.89 1.38 135.05 17.89 23.67 1.38 135.05 30.89 43.48 14.36 Loans from related companies Subsidiaries Advanced Paging Co., Ltd. - - 250.00 - Advanced Wireless Marketing Co., Ltd. - - 400.00 - - - 650.00 - Total amounts due to and loans from related companies 135.05 30.89 693.48 14.36 The loans from Advanced Paging Co., Ltd. and Advanced Wireless Marketing Co., Ltd. were provided interest rate at the short-term market rate quoted by the Banks that approved short-term credit line for the Company. The applied borrowing rate would be the rate that the Company would get if the Company borrowed from the commercial banks at that specific period. Consolidated Company 1999 1998 1999 1998 (more)