ANNUAL CONSOLIDATED FINANCIAL STATEMENTS

01 มีนาคม 2544

METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORT JANUARY 1, 2000 TO DECEMBER 31, 2000 Report of the Auditor To Shareholders and Board of Directors of METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED I have audited the consolidated balance sheets of METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES as at December 31, 2000 and 1999, and the related consolidated statements of income, changes in shareholders' equity, retained earnings and cash flows for the years then ended, and also audited the sole financial statements of METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED for the same accounting periods. These consolidated financial statements are the responsibility of the Company's management as to their correctness and completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. I did not audit the financial statements of MIP INTERNATIONAL PTE LTD., a foreign subsidiary company, which the statements reflect total assets of 0.24% as at December 31, 1999 and net loss of 31.93% for the year ended. Those statements were audited by other auditors of our affiliated office located abroad, whose report has been furnished to me, and my opinion, insofar as it relates to the amounts included for MIP INTERNATIONAL PTE LTD. is based solely on the report of the other auditors. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, based on my audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES, and the sole financial statements of METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED as at December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. (Pornchai Kittipanya-ngam) Authorized Auditor No. 2778 Bunchikij Co., Ltd. Bangkok February 19, 2001 METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS As at December 31, 2000 and 1999 Unit : Baht ASSETS Consolidated The company Note 2000 1999 2000 1999 CURRENT ASSETS Cash on hand and at banks 4 29,906,469.48 20,095,207.60 12,990,376.39 11,560,485.04 Short-term investments 5, 17 Fixed a/c at banks 6,047,787.92 1,636,835.00 500,000.00 500,000.00 Others 228,502.50 531,020.00 228,502.50 531,020.00 Trade accounts receivable, net 6 591,163,354.26 464,981,430.48 563,119,918.42 459,704,769.60 Short-term loans to related parties Subsidiary companies 7 0.00 0.00 11,271,000.00 13,229,000.00 Inventories, net 8 239,827,947.22 288,398,296.98 229,092,913.66 280,197,583.22 Accounts receivable from forward exchange contract 3.9 34,458,109.88 0.00 34,458,109.88 0.00 Other current assets Accrued income 55,541,460.17 52,396,060.79 46,928,067.21 43,101,411.08 Deposits 865,228.89 186,340.98 6,700.00 73,540.98 Others 39,268,000.57 22,125,364.27 26,918,832.49 15,366,519.96 Total current assets 997,306,860.89 850,350,556.10 925,514,420.55 824,264,329.88 INVESTMENT AND LOANS 9 Investment in : Related parties 28,213,767.17 28,046,561.35 73,252,408.57 73,904,679.45 Others 49,874,040.00 67,659,759.80 39,874,040.00 50,159,759.80 Loans to others 9.3 389,351.00 395,351.00 389,351.00 395,351.00 PROPERTY, PLANT AND EQUIPMENT, NET 10, 17 849,757,213.64 768,544,679.02 751,581,634.08 753,729,558.01 OTHER ASSETS Deposit and guarantee 5,689,202.54 5,797,753.98 5,512,504.17 5,752,055.61 Deferred developed system and copyright charge 3.7 14,591,246.59 19,758,290.06 14,591,246.59 19,758,290.06 Others 26,464,129.58 20,997,248.25 26,243,435.62 20,997,248.25 Total assets 1,972,285,811.41 1,761,550,199.56 1,836,959,040.58 1,748,961,272.06 Notes to financial statements are an integral part of these statements. METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS As at December 31, 2000 and 1999 Unit : Baht LIABILITIES AND SHAREHOLDERS' EQUITY Consolidated The company Note 2000 1999 2000 1999 CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 11, 17 285,493,752.03 348,407,326.93 255,927,386.59 283,080,360.42 Trade accounts payable 498,409,136.01 358,752,702.89 470,592,274.66 373,911,601.81 Accounts payable to forward exchange contract 3.9 34,333,344.38 0.00 34,333,344.38 0.00 Current portion of long-term liabilities 15 181,823,148.99 53,498,400.00 145,203,125.34 46,116,000.00 Short-term loans from related parties 12 Subsidiary companies 0.00 0.00 30,970,000.00 72,580,000.00 Short-term loans from other companies 13 111,487,037.97 161,612,782.15 111,487,037.97 161,612,782.15 Loans from related persons 14 175,960,000.00 116,210,000.00 175,960,000.00 116,210,000.00 Other current liabilities Accrued expenses 10,560,791.62 27,804,078.89 8,931,477.09 21,190,105.16 Deferred purchased tax 15,902,616.38 0.00 15,902,616.38 0.00 Others 31,250,190.82 23,684,913.05 21,178,328.91 18,317,518.21 Total current liabilities 1,345,220,018.20 1,089,970,203.91 1,270,485,591.32 1,093,018,367.75 LONG-TERM LIABILITIES, NET 15 171,601,759.60 242,794,420.90 117,476,478.31 224,657,042.88 OTHER LIABILITIES 9.1.1 0.00 0.00 0.00 297,916.92 Total liabilities 1,516,821,777.80 1,332,764,624.81 1,387,962,069.63 1,317,973,327.55 SHAREHOLDERS' EQUITY Share capital Authorized share capital 18,000,000 Common shares of Baht 10 each, 180,000,000.00 180,000,000.00 180,000,000.00 180,000,000.00 Issued and paid-up share capital 18,000,000 Common shares of Baht 10 each, fully paid 180,000,000.00 180,000,000.00 180,000,000.00 180,000,000.00 Paid-in capital Premium on share capital 234,000,000.00 234,000,000.00 234,000,000.00 234,000,000.00 Retained earnings Appropriated Legal reserve 24 12,564,806.88 11,962,880.07 12,564,806.88 11,962,880.07 Unappropriated 22,676,934.07 405,747.22 22,676,934.07 4,964,676.94 Minority Interest 6,467,062.66 1,988,200.47 0.00 0.00 Unrealized gain (loss) on marketable equity securities-available for sales 3.5.2 (244,770.00) 60,387.50 (244,770.00) 60,387.50 Gain (loss) on translation of foreign financial statements 3.10 0.00 368,359.49 0.00 0.00 Total shareholders' equity 455,464,033.61 428,785,574.75 448,996,970.95 430,987,944.51 Total liabilities and shareholders' equity 1,972,285,811.41 1,761,550,199.56 1,836,959,040.58 1,748,961,272.06 Notes to financial statements are an integral part of these statements. METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME For the years ended December 31, 2000 and 1999 Unit : Baht Consolidated The company Note 2000 1999 2000 1999 REVENUES : Sales 2,475,477,426.27 2,806,823,527.86 2,399,154,506.17 2,443,920,994.44 Service income 108,018,615.67 81,080,556.16 64,360,096.87 79,261,937.19 Rent income 21,640,758.26 14,928,868.76 26,401,022.70 13,629,406.56 Interest income 2,002,552.85 6,806,718.29 2,486,050.37 4,018,902.56 Other income 16,109,064.12 41,419,585.35 21,322,341.81 55,719,196.20 Total revenues 2,623,248,417.17 2,951,059,256.42 2,513,724,017.92 2,596,550,436.95 EXPENSES : Cost of sales 2,117,532,787.93 2,407,272,117.63 2,059,736,167.52 2,093,922,530.21 Cost of services 22,483,065.39 21,786,235.41 6,745,728.28 20,641,011.76 Cost of rent 1,770,334.74 1,621,439.71 1,440,958.13 1,364,203.11 Selling and administrative expenses 396,345,641.57 428,450,958.42 342,900,331.46 390,832,112.20 Interest expenses 71,845,964.63 116,683,471.88 71,832,215.60 107,368,605.26 Directors' remuneration 510,000.00 150,000.00 430,000.00 150,000.00 Total expenses 2,610,487,794.26 2,975,964,223.05 2,483,085,400.99 2,614,278,462.54 INCOME (LOSS) BEFORE INCOME TAX 12,760,622.91 (24,904,966.63) 30,638,616.93 (17,728,025.59) INCOME TAX 3.12, 19 (2,029,045.89) (236,015.05) 0.00 0.00 INCOME (LOSS) BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES 10,731,577.02 (25,140,981.68) 30,638,616.93 (17,728,025.59) Add (less) Equity in net income (loss) of subsidiary companies 0.00 0.00 (21,545,180.57) 622,125.36 Equity in net income (loss) of associated companies 3,591,080.02 2,967,140.90 3,591,080.02 2,967,140.90 Amortization of excess of cost over book value-subsidiary companies (529,665.93) (905,446.85) (529,665.93) (905,446.85) Amortization of excess of cost value over book value -associated companies (116,314.32) (199,525.61) (116,314.32) (199,525.61) INCOME (LOSS) BEFORE MINORITY INTEREST 13,676,676.79 (23,278,813.24) 12,038,536.13 (15,243,731.79) Less Net income (loss) of minority interest 1,638,140.66 (767,711.90) 0.00 0.00 Income (loss) before extraordinary item 12,038,536.13 (22,511,101.34) 12,038,536.13 (15,243,731.79) Extraordinary item Gain on debt restructuring 11 0.00 8,453,232.57 0.00 5,744,792.74 NET INCOME (LOSS) 22 12,038,536.13 (14,057,868.77) 12,038,536.13 (9,498,939.05) EARNINGS PER SHARE OF METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED Basic earnings per share 3.13 Income (loss) before extraordinary item 0.67 (1.25) 0.67 (0.85) Extraordinary item 0.00 0.47 0.00 0.32 Net income (loss) 0.67 (0.78) 0.67 (0.53) Notes to financial statements are an integral part of these statements. METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF RETAINED EARNINGS For the years ended December 31, 2000 and 1999 Unit : Baht Consolidated The company Note 2000 1999 2000 1999 Unappropriated retained earnings Beginning balance, as at January 1, 405,747.22 17,786,234.83 4,964,676.94 17,786,234.83 Cumulative effect on change of accounting policies -deferred charges - w/off 16.1 0.00 (3,763,644.84) 0.00 (3,763,644.84) Retained earnings after adjustment cumulative effect on change of accounting policies 405,747.22 14,022,589.99 4,964,676.94 14,022,589.99 Add (Less) Adjustment entries Cumulative entry from sales of investment in foreign subsidiary company 9.1.3 4,450,550.51 0.00 (108,379.21) 0.00 Adjusted the hire purchase assets 16.2 6,392,307.52 0.00 6,392,307.52 0.00 Unreceived dividend paid (8,280.50) 441,026.00 (8,280.50) 441,026.00 Appropriation for legal reserve 24 (601,926.81) 0.00 (601,926.81) 0.00 Retained earnings after adjustment entries 10,638,397.94 14,463,615.99 10,638,397.94 14,463,615.99 Net income (loss) for the period 12,038,536.13 (14,057,868.77) 12,038,536.13 (9,498,939.05) Total unappropriated retained earnings 22,676,934.07 405,747.22 22,676,934.07 4,964,676.94 Appropriated retained earnings Legal reserve 12,564,806.88 11,962,880.07 12,564,806.88 11,962,880.07 Total appropriated retained earnings 12,564,806.88 11,962,880.07 12,564,806.88 11,962,880.07 Total retained earnings 35,241,740.95 12,368,627.29 35,241,740.95 16,927,557.01 Notes to financial statements are an integral part of these statements. METRO SYSTEMS CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY For the years ended December 31, 2000 and 1999 Unit : Baht Consolidated The company Note 2000 1999 2000 1999 SHAREHOLDERS' EQUITY Share capital Common share Beginning balance 180,000,000.00 180,000,000.00 180,000,000.00 180,000,000.00 Increase 0.00 0.00 0.00 0.00 Decrease 0.00 0.00 0.00 0.00 Ending balance 180,000,000.00 180,000,000.00 180,000,000.00 180,000,000.00 Paid-in capital Premium on share capital Beginning balance 234,000,000.00 234,000,000.00 234,000,000.00 234,000,000.00 Increase 0.00 0.00 0.00 0.00 Decrease 0.00 0.00 0.00 0.00 Ending balance 234,000,000.00 234,000,000.00 234,000,000.00 234,000,000.00 Retained earnings Appropriated Legal reserve 24 Beginning balance 11,962,880.07 11,962,880.07 11,962,880.07 11,962,880.07 Increase 601,926.81 0.00 601,926.81 0.00 Decrease 0.00 0.00 0.00 0.00 Ending balance 12,564,806.88 11,962,880.07 12,564,806.88 11,962,880.07 Unappropriated Beginning balance 405,747.22 17,786,234.83 4,964,676.94 17,786,234.83 Increase 22,989,773.37 441,026.00 18,430,843.65 441,026.00 Decrease 718,586.52 17,821,513.61 718,586.52 13,262,583.89 Ending balance 22,676,934.07 405,747.22 22,676,934.07 4,964,676.94 Minority Interest Beginning balance 1,988,200.47 755,912.37 0.00 0.00 Increase 4,478,862.19 1,232,288.10 0.00 0.00 Decrease 0.00 0.00 0.00 0.00 Ending balance 6,467,062.66 1,988,200.47 0.00 0.00 Unrealized gain (loss) on marketable equity securities -available for sales Beginning balance 60,387.50 (66,120.00) 60,387.50 (66,120.00) Increase 0.00 0.00 0.00 0.00 Decrease 305,157.50 126,507.50 305,157.50 126,507.50 Ending balance (244,770.00) 60,387.50 (244,770.00) 60,387.50 Gain (loss) on translation of foreign financial statements 3.10 Beginning balance 368,359.49 390,069.97 0.00 0.00 Increase 0.00 0.00 0.00 0.00 Decrease 368,359.49 21,710.48 0.00 0.00 Ending balance 0.00 368,359.49 0.00 0.00 (more)