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FINANCIAL STATEMENTS AND AUDITORS' REPORT CH. KARNCHANG PUBLIC CO., LTD, SUBSIDIARIES AND JOINT VENTURES DECEMBER 31, 1997 AND 1996 Auditors Report To the Shareholders of CH. Karnchang Public Co., Ltd. We have examined the consolidated balance sheets of CH. Karnchang Public Company Limited, subsidiaries and joint ventures as at December 31, 1997 and 1996, and the related consolidated statements of income and retained earnings, statement of changes in shareholdersequity and consolidated statements of cash flows for the years then ended and the financial statements of CH. Karnchang Public Co.,Ltd for the same years then ended. Our examinations were made in accordance with generally accepted auditing standards and accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In 1997 the Company had changed accounting method for the preparation of the consolidated financial statements for the joint venture, from the same method used with subsidiaries and associated companies, to be proportionate method for all joint ventures which the company had joint control, the previous years financial statements had been adjusted to the same basis to enable comparison of the financial statements. Without qualifying our opinion we draw attention to Note 1 to the financial statements. The opinions of CH. Karnchang Public Company Limited, Subsidiaries and joint ventures as from the year ended December 31, 1997 have been affected and will continue to be affected for the foreseeable future by the economic conditions in Thailand and the Asia Pacific Region in general. The ultimate effect that these uncertainties will have on stated values or classifications of assets and liabilities at balance sheet date cannot presently be determined and accordingly no provisions have been made. In our opinion, the consolidated financial statements referred to above presented fairly the consolidated financial position of CH. Karnchang Public Company Limited, subsidiaries and joint ventures as at December 31, 1997 and 1996, and the consolidated results of their operations, the changes in its shareholders equity and consolidated cash flows for the years then ended and those of CH.Karnchang Public Company Limited , in conformity with generally accepted accounting principles applied on a consistent basis after adjusting for change in accounting method for the preparation of the consolidated financial statements for the joint venture as referred to in the second paragraph which we concurred. Supot Singhasaneh Certified Public Accountant Peat Marwick Suthee Limited Bangkok, February 12 , 1998 CH. KARNCHANG PUBLIC COMPANY LIMITED, SUBSIDIARIES AND JOINT VENTURES BALANCE SHEETS AS AT DECEMBER 31, 1997 AND 1996 (Amounts : Baht) Consolidated CH. Karnchang Public Co., Ltd. ASSETS 1997 1996 1997 1996 CURRENT ASSETS Cash in hand and at banks (Note 5) 4,161,180,075 2,554,545,492 860,484,720 980,293,213 Notes receivable - finance companies 37,205,590 374,186,879 - 80,040,414 Investment in marketable securities (Note 4) 6,539,000 10,727,500 6,539,000 10,727,500 Accounts receivable - net (Note 6) 2,316,269,268 1,075,046,582 1,427,168,280 818,869,363 Accounts receivable and loan to subsidiary, related companies and joint ventures 311,162,036 315,198,186 799,667,301 685,504,619 Construction contract in progress (Note 4) 2,482,856,243 2,854,143,186 430,824,465 1,084,931,098 Supplies for construction and construction in progress (Notes 4 and 7) 197,380,165 95,711,818 64,006,227 56,022,400 Advance payment to subcontractors 440,940,627 171,795,498 88,614,333 34,610,635 Prepaid withholding tax 77,118,647 49,532,321 77,118,647 - Other current assets 485,529,236 382,291,216 103,884,258 58,839,416 Total Current Assets 10,516,180,887 7,883,178,678 3,858,307,231 3,809,838,658 Notes receivable-finance companies (Note 8) 147,821,517 - - - Investments in subsidiary companies and joint ventures (Notes 4 and 9) - - 1,268,482,693 928,998,706 Investments in associated, related and other companies (Notes 4 and 9) 2,893,855,527 2,695,236,467 2,753,416,489 2,538,297,428 Property, plant and equipment-net (Notes 4 and 10) 2,588,768,406 2,141,034,394 575,606,202 595,781,686 Land for construction-net (Note 11) 326,017,531 305,017,531 282,946,877 261,946,877 Other assets (Note 12) 488,739,007 454,630,507 67,751,111 70,593,462 Total Assets 16,961,382,875 13,479,097,577 8,806,510,603 8,205,456,817 See notes to financial statements CH. KARNCHANG PUBLIC COMPANY LIMITED, SUBSIDIARIES AND JOINT VENTURES BALANCE SHEETS AS AT DECEMBER 31, 1997 AND 1996 (Amounts : Baht) Consolidated CH. Karnchang Public Co., Ltd. LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996 1997 1996 CURRENT LIABILITIES Bank overdrafts and loans from banks (Note 13) 3,082,609,856 1,659,673,874 1,011,096,445 450,856,012 Notes payable - finance companies 500,000,000 815,000,000 500,000,000 800,000,000 Accounts and notes payable 1,927,291,879 674,577,837 534,772,007 383,424,265 Current portion of long-term liabilities (Notes 14 and 15) 1,629,790,855 1,848,642,372 256,675,000 126,613,873 Accounts payable and loans from related companies 967,792,922 489,669,612 19,710,205 2,265,170 Advance received from contractor and deferred construction revenue 1,569,900,558 1,223,129,618 366,649,115 233,706,324 Retentions for construction 115,079,240 103,576,560 38,511,434 15,225,549 Accrued interest expense 197,553,274 24,593,789 86,893,771 18,031,178 Other current liabilities 322,035,710 333,181,540 224,813,486 224,137,702 Total Current Liabilities 10,312,054,294 7,172,045,202 3,039,121,463 2,254,260,073 Liabilities under discounted notes receivable (Note 14) 347,991,000 84,311,500 - - Long-term loans (Note 15) 1,975,796,845 1,338,723,852 898,362,500 1,139,524,852 Other liabilities - - 684,473,506 52,960,665 Total Liabilities 12,635,842,139 8,595,080,554 4,621,957,469 3,446,745,590 MINORITY INTEREST IN SUBSIDIARY COMPANIES 140,987,602 125,305,796 - - SHAREHOLDERS' EQUITY Share capital (Note 16) Authorized 105,000,000 ordinary shares, Baht 10 par value 1,050,000,000 1,050,000,000 1,050,000,000 1,050,000,000 Issued and fully paid 105,000,000 ordinary shares, Baht 10 par value 1,050,000,000 1,050,000,000 1,050,000,000 1,050,000,000 Premium on share 2,436,000,000 2,436,000,000 2,436,000,000 2,436,000,000 Retained earnings Appropriated to legal reserve 78,046,679 78,046,679 72,546,679 72,546,679 Unappropriated 620,506,455 1,194,664,548 626,006,455 1,200,164,548 Total Shareholders' Equity 4,184,553,134 4,758,711,227 4,184,553,134 4,758,711,227 Total Liabilities and Shareholders' Equity 16,961,382,875 13,479,097,577 8,806,510,603 8,205,456,817 See notes to financial statements CH. KARNCHANG PUBLIC COMPANY LIMITED, SUBSIDIARIES AND JOINT VENTURES STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 Consolidated CH. Karnchang Public Co., Ltd. (Amounts : Baht) 1997 1996 1997 1996 REVENUES Construction activities income (Note 18) 10,798,872,549 7,682,815,570 2,597,699,156 3,174,430,079 Management income (Note 19) 141,022,148 267,942,710 181,585,758 336,548,843 Interest income (Note 19) 226,583,332 161,678,539 71,916,695 79,447,325 Rental income 154,835,674 22,186,140 202,104,582 32,089,980 Transportation income 174,390,369 22,165,743 193,912,084 23,143,105 Share of net profit (loss) by equity method - - (227,678,855) 154,505,267 Other income 115,180,443 145,839,016 125,365,716 116,814,440 Total Revenues 11,610,884,515 8,302,627,718 3,144,905,136 3,916,979,039 EXPENSES Cost of construction activities 9,127,166,288 6,366,975,073 2,656,693,966 2,608,130,023 Administrative expenses 944,139,991 806,493,371 462,028,495 504,489,242 Interest expense 838,683,884 364,801,555 378,875,825 160,724,372 Income tax 221,833,385 273,225,873 - 161,295,632 Total Expenses 11,131,823,548 7,811,495,872 3,497,598,286 3,434,639,269 Net profit (loss) from operation 479,060,967 491,131,846 (352,693,150) 482,339,770 Less Minority interest in subsidiaries (22,431,806) (8,792,076) - - Net profit (loss) before using the managed float system 456,629,161 482,339,770 (352,693,150) 482,339,770 Loss from using the managed float system (Note 20) (820,787,254) - (11,464,943) - Net profit (loss) (364,158,093) 482,339,770 (364,158,093) 482,339,770 Retained earnings at beginning of the year 1,194,664,548 998,941,766 1,200,164,548 1,004,441,766 Less Dividend (Note 21) (210,000,000) (262,500,000) (210,000,000) (262,500,000) Appropriated to legal reserve (Note 21) - (24,116,988) - (24,116,988) Unappropriated retained earnings at end of the year 620,506,455 1,194,664,548 626,006,455 1,200,164,548 Profit (loss) per share (Baht) (Note 4) Net profit (loss) before using the managed float system 4.35 5.03 (3.36) 5.03 Loss from using the managed float system (7.82) - (0.11) - Net profit (loss) per share (3.47) 5.03 (3.47) 5.03 CH. KARNCHANG PUBLIC COMPANY LIMITED, SUBSIDIARIES AND JOINT VENTURES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 Consolidated CH. Karnchang Public Co., Ltd. (Amounts : Baht) 1997 1996 1997 1996 ORDINARY SHARE CAPITAL Beginning balance 1,050,000,000 700,000,000 1,050,000,000 700,000,000 Increase during year - 350,000,000 - 350,000,000 Ending balance 1,050,000,000 1,050,000,000 1,050,000,000 1,050,000,000 PREMIUM ON SHARE CAPITAL Beginning balance 2,436,000,000 2,086,000,000 2,436,000,000 2,086,000,000 Increase during year - 350,000,000 - 350,000,000 Ending balance 2,436,000,000 2,436,000,000 2,436,000,000 2,436,000,000 APPROPRIATED RETAINED EARNINGS Beginning balance 78,046,679 53,929,691 72,546,679 48,429,691 Increase during year - 24,116,988 - 24,116,988 Ending balance 78,046,679 78,046,679 72,546,679 72,546,679 UNAPPROPRIATED RETAINED EARNINGS Beginning balance 1,194,664,548 998,941,766 1,200,164,548 1,004,441,766 Increase during year - Net profit (364,158,093) 482,339,770 (364,158,093) 482,339,770 Decrease during year - Transfer to legal reserve - (24,116,988) - (24,116,988) - Payment of dividend (210,000,000) (262,500,000) (210,000,000) (262,500,000) Ending balance 620,506,455 1,194,664,548 626,006,455 1,200,164,548 Total Shareholders' Equity 4,184,553,134 4,758,711,227 4,184,553,134 4,758,711,227 See notes to financial statements CH. KARNCHANG PUBLIC COMPANY LIMITED, SUBSIDIARIES AND JOINT VENTURES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 Consolidated CH. Karnchang Public Co., Ltd. (Amounts : Baht) 1997 1996 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net profit (loss) (364,158,093) 482,339,770 (364,158,093) 482,339,770 Adjustments to reconcile net profit (loss) by net cash provided by (used in) operating activities Depreciation and amortization 603,212,568 365,660,311 143,663,182 109,843,987 Amortization deferred expense 343,544,104 291,266,464 29,553,501 42,613,053 Write off prepaid withholding tax 721,372 2,758,623 721,372 2,340,776 Allowance for doubtful accounts 8,038,060 - - - Allowance for decline in value of marketable securities 4,131,700 1,272,750 4,131,700 1,272,750 Loss (Gain) from sale of investment 1,832,377 (6,767,744) 280,094 2,296,282 Loss (Gain) from exchange rate 1,031,321,073 6,140,302 28,414,458 1,138,725 Gain from sale of equipment (15,189,141) - (15,189,141) - Loss from devaluation of investment 17,100,000 - 600,000 - Share of net (profit) loss by equity method - - 227,678,855 (154,505,267) Change in Net Assets and Liabilities Increase in accounts receivable (1,203,209,190) (74,095,341) (608,298,917) (375,708,065) Decrease (Increase) in accounts receivable and loan to related companies and joint ventures 4,036,150 (56,020,668) (114,162,682) (481,943,800) Decrease (Increase) in construction contract in progress 371,286,943 (1,981,134,129) 654,106,633 (444,407,642) Decrease (Increase) in supplies for construction (101,668,347) 3,239,656 (7,983,827) 24,659,444 Increase in advance payments to subcontractor (209,993,752) (88,045,261) (54,003,698) - Increase in other current assets (130,824,346) (179,345,645) (122,163,489) (25,885,926) Increase in other assets (378,373,976) (355,219,011) (27,432,522) (35,154,147) Increase (Decrease) in accounts and notes payable 1,127,367,085 (335,086,508) 151,347,742 (42,366,387) Increase (Decrease) in accounts payable and loan from related companies 207,150,805 305,144,827 17,445,035 (2,259,367) Increase (Decrease) in advance received from contractor and deferred construction revenue 346,770,940 749,526,384 132,942,791 (86,158,159) Increase in other current liabilities 173,316,335 249,657,859 92,824,262 110,610,915 Increase (Decrease) in minority interest in subsidiaries 15,681,806 (9,001,222) - - Net Cash Provided by (used in) Operating Activities 1,852,094,473 (627,708,583) 170,317,256 (871,273,058) Consolidated CH. Karnchang Public Co., Ltd. (Amounts : Baht) 1997 1996 1997 1996 CASH FLOWS FROM INVESTING ACTIVITIES Dividend received - - 8,250,000 22,000,000 Profit sharing from joint venture - - 56,100,000 - Sales of investments 124,255,941 - 124,255,941 - Purchase of land and fixed assets (1,140,050,230) (1,469,117,455) (146,148,264) (360,697,938) Sales of fixed assets 66,271,273 36,124,408 1,380,472 1,903,037 Decrease (Increase) in notes receivable - finance companies 189,159,772 (48,483,659) 80,040,414 (50,040,414) Increase in investment in subsidiaries, associated, related, other companies and joint ventures (324,729,060) (425,485,202) (324,729,062) (444,010,355) Net Cash Used in Investing Activities (1,085,092,304) (1,906,961,908) (200,850,499) (830,845,670) CASH FLOWS FROM FINANCING ACTIVITIES Increase in share capital - 350,000,000 - 350,000,000 Increase in premium on share - 350,000,000 - 350,000,000 Dividend payment (210,000,000) (262,500,000) (210,000,000) (262,500,000) Cash received (paid) from long-term loans 1,283,702,461 1,532,710,726 (128,337,500) 1,265,000,000 Increase (Decrease) in bank overdrafts and loans from banks 728,618,953 830,674,154 549,062,250 (56,009,123) Increase (Decrease) in notes payable - finance companies (315,000,000) 474,500,000 (300,000,000) 518,000,000 Increase (Decrease) in liabilities and discounted notes receivable (647,689,000) 817,628,000 - - Net Cash Provided by (used in) Financing Activities 839,632,414 4,093,012,880 (89,275,250) 2,164,490,877 NET INCREASE (DECREASE) IN CASH IN HAND AND CASH AT BANKS 1,606,634,583 1,558,342,389 (119,808,493) 462,372,149 Cash and equivalent transaction-beginning balance before minus commitments 2,554,545,492 996,203,103 980,293,213 517,921,064 Cash and equivalent transaction-ending balance before minus commitments 4,161,180,075 2,554,545,492 860,484,720 980,293,213 Less-commitments - (5,000,000) - - Cash and Equivalent Transaction-ending balance after minus commitments 4,161,180,075 2,549,545,492 860,484,720 980,293,213 SUPPLEMENT DISCLOSURES OF CASH FLOWS INFORMATION Interest expenses 750,750,668 333,321,357 310,013,232 151,013,489 Income taxes and withholding taxes 392,312,868 273,825,530 149,102,923 113,452,570 See notes to financial statements