02 มีนาคม 2541

FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31,1997

4 - 3. SHORT TERM INVESTMENTS Short term investments consist of the following: 1997 1996 Cash at banks 18,116,863 - Deposits at financial institution 35,000,000 14,464,252 Investments in listed securities 1,003,760 7,365,650 Baht 54,120,623 21,829,902 Investments in listed securities consist of the following: 1997 1996 Cost Market Cost Market Listed securities 17,487,568 1,003,760 24,903,894 7,365,650 Less Allowance for diminution in value of investments (16,483,808) - (17,538,244) - Baht 1,003,760 1,003,760 7,365,650 7,365,650 4. INVENTORIES Inventories consist of the following: 1997 1996 Finished goods 344,568,152 251,211,810 Work in process 17,935,214 23,280,933 materials 108,048,680 92,508,678 Supplies 40,216,596 46,603,525 Goods in transit 9,859,699 14,090,247 Baht 520,628,341 427,695,193 …/5 - 5 - DEPOSITS USED AS COLLATERAL Time deposits at bank of Baht 25,000,000 as at December 31, 1997 are used as collateral for bank overdraft (See note 9) 6. INVESTMENTS IN RELATED COMPANIES Investments in associated and other companies consist of the following: 1997 1996 Investments in associated companies 52,765,046 127,724,544 Investments in other companies 43,315,650 10,250,000 Baht 96,080,696 137,974,544 Investments in associated and other companies as at December 31, 1997 are as follows: TYPE OF PAID-UP COST EQUITY BUSINESS CAPITAL HOLDING METHOD METHOD BAHT % BAHT BAHT ASSOCIATED COMPANIES Cermas Co., Ltd. Sale of feld, spar and soil 8,000,000 21.55 1,224,500 619,635 Property Co., Ltd. Real estate 150,000,000 37.57 56,350,000 38,843,446 TEKNO CER S.r.l Co., Ltd. Supplier 428,000 45.00 192,600 192,600 Ruampat Ceramic Co., Ltd. Ceramic Agent 20,000,000 49.00 9,800,000 13,109,365 67,567,100 52,765,046 OTHER COMPANIES - Laufen Sanitaryware Ltd., Producer of Sanitarywares 430,000,000 13.97 33,065,650 - Siam Art Ceramic Co., Ltd. Seller of Ceramic 110,000,000 7.50 8,250,000 - Surf Dynamics Co., Ltd. Water Sports equipment 14,000,000 14.28 2,000,000 - 43,315,650 - investment in UMI - Laufen Sanitaryware Ltd., which for the year 1997 is included as other company, the value shown is after adjustment for equity in undistributed net profit (loss) in such company from the date of purchase to the date of part disposal such of the investment. For the year ended December 31, 1997, UMI - Laufen Sanitaryware Ltd. has incurred substantial accumulated losses, and there is a capital deficiency, the major shareholder agrees to provided additional financial support in the future, the company has plans to expand the operations. - Investments in associated and other companies as at December 31, 1996 are as follows: TYPE OF PAID-UP COST EQUITY BUSINESS CAPITAL HOLDING METHOD METHOD BAHT % BAHT BAHT ASSOCIATED COMPANIES Cermas Co., Ltd. Sale of feld, spar and soil 8,000,000 21.55 1,224,500 677,565 Mining Co., Ltd. Producer of feldspar 5,000,000 49.88 2,494,000 1,872,936 Property Co., Ltd. Real estate 150,000,000 37.57 56,350,000 55,684,830 TEKNO CER S.r.l Co., Ltd. Supplier 428,000 45.00 192,600 192,600 - Laufen Sanitaryware Ltd., Producer of Sanitaryware 200,000,000 34.00 67,999,900 57,207,922 Ruampat Ceramic Co., Ltd. Ceramic Agent 20,000,000 49.00 9,800,000 12,088,691 138,061,000 127,724,544 OTHER COMPANIES Siam Art Ceramic Co., Ltd. Seller of Ceramic 110,000,000 7.50 8,250,000 - Surf Dynamics Co., Ltd. Water Sports equipment 14,000,000 14.28 2,000,000 - 10,250,000 - For the years ended December 31, 1997 and 1996, equity in undistributed net profit (loss) of associated companies which are included in the financial statements are as follows: % Net profit (loss) 1997 1996 Cermas Co., Ltd. (0.05) (0.13) I Mining Co., Ltd. (0.10) (0.02) I Property Co., Ltd. (16.76) (12.61) I - Laufen Santitaryware Ltd. (9.82) (6.06) Ruampat Ceramic Co., Ltd. (1.01) (0.54) - 7 - For investment in TEKNO CER S.r.l. Co., LTD. which the Company has a 45% holding, Company has accounted for it by the cost method, because there is no adequate data adjustment of equity and the investment has no material effect on the financial position and the results of operations of the Company. For the years ended December 31, 1997 and 1996, equity in undistributed net profit (loss) of associated companies is computed from the financial statements for the same year which have not been audited. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are as follows: 1997 1996 Land 154,135,302 154,135,302 Land-appraisal increase 266,102,532 266,102,532 Buildings 616,521,252 616,078,552 Machinery 1,863,114,523 1,865,515,206 Tools 79,762,720 72,741,489 Office furniture and fixtures 47,240,839 44,664,095 Vehicles 25,244,426 21,330,419 Office improvement 28,953,087 24,348,123 3,081,074,681 3,064,915,718 Less Accumulated depreciation (1,698,805,482) (1,462,571,945) 1,382,269,199 1,602,343,773 Building under construction 186,335,869 130,106,528 Machinery, furniture and equipment under installation and in transit 146,578,284 53,236,055 Baht 1,715,183,352 1,785,686,356 Depreciation for the year Baht 240,968,241 245,161,489 .../8 - Part of land, buildings and machinery are mortgaged as collateral for bank overdrafts, loans from banks and long-term debt (see notes 9 and 10). The Company capitalized interest expense incurred from the purchase of machinery as part of the cost of fixed assets amounting to Baht 30,841,061 and Baht 8,068,835 for the years ended December 31, 1997 and 1996, respectively. 8. OTHER ASSETS Other assets consist of the following: 1997 1996 Advance for investment 1,251,900 1,251,900 Concession fee - net 875,710 1,020,076 Deferred charges - net 7,362,510 15,042,771 Baht 9,490,120 17,314,747 9. BANK OVERDRAFTS AND LOANS FROM FINANCIAL INSTITUTIONS Bank overdrafts and loans from financial institutions consist of the following: 1997 1996 Bank overdrafts 58,773,249 26,976,435 Loans from banks 386,446,000 297,450,000 Loans from financial institutions 826,555 63,662,782 Baht 446,045,804 388,089,217 The Company has available overdraft facilities of Baht 122,000,000 and Baht 129,000,000 as at December 31, 1997 and 1996 respectively. These bank overdrafts carry interest at 13.50-17.50% and 13.50-14.00% p.a. in 1997 and 1996, respectively. Loans from banks carry interest at 9.91-17.15% and 6.18 - 17.50% p.a. in 1997 and 1996, respectively. Bank overdrafts and loans from banks are secured by time deposits at bank, a mortgage part of land, building and machinery (see note 5 and 7). .../9 - 10. LONG-TERM DEBT 10.1 The long-term debt consists of the following: 1997 1996 Long-term loan due every 6 months 1997-2003 1,231,120,000 713,200,000 Less Current portion (351,380,800) (87,244,000) Baht 879,739,200 625,956,000 10.2 The Company has long-term loans with the banks and the financial institutions within the limit of Baht 1,500 million, carrying interest for Baht loans at 11.00- 13.75% p.a. and MLR+0.5% p.a. and for US$ loans at SIBOR+1.75% and LIBOR+2.5% p.a. Agreements for the long-term loans mentioned in note 9.1 above require the Company to mortgage part of land, buildings and machinery (see note 7) and to assign benefits from the insurance of the Company+s assets to borrowers and also have certain restrictive clauses. The long-term loan due in 1997 is guaranteed by a bank. The Company is in the course of amending the loan agreement for the credit line Baht 1000 million and for the interest to average standard interest rate + 3% or per year, the loan amount outstanding to be repayable six-monthly, at Baht million per installment commencing on September 30, 1998. 11. LEGAL RESERVE Under the Public Companies Act, the Company is required to set aside as a legal reserve at least 5% of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 10% of the authorized capital. 12. LOSS ON THE APPLICATION OF THE MANAGED FLOAT EXCHANGE SYSTEM For the year ended December 31, 1997, loss on the application of the managed float exchange system which was calculated by translating the assets and liabilities denominated in foreign currencies into Baht as described in note 2.10 to the financial statements is presented as an extraordinary item in the profit and loss statement amounted to Baht 530,312,404. .../10 - 10 - 13. PROVIDENT FUND The Company has a provident fund which is registered in accordance with the Provident Fund Act B.E. 2530 (1987). 14. TRANSACTIONS WITH RELATED COMPANIES portion of the Company's business is represented by transactions with its related companies and the financial statements reflect the effects of these transactions on the basis determined by the companies concerned. Main transactions and balances with related companies consist of the following: 1997 1996 Baht Baht Accounts receivable 116,500,818 89,133,475 Accounts payable 35,072,681 59,362,213 Purchases - net 203,143,281 199,958,490 Sales - net 410,812,044 339,093,936 15. INVESTMENT PROMOTION CERTIFICATE For the Company's production expansion, it is granted rights and privileges for the production of the fifth plant as a promoted industry under the Investment Promotion Act B.E. 2520 (1977), including exemption from custom duties and business tax for raw materials and supplies (for export for 5 years) and the Company is permitted to deduct of revenues from export which is an increase over the prior year for 10 years from date of the Company receiving operating revenues and such export revenues of each year must not be less than the average export revenues for 3 previous years except for the first 2 years. Moreover, for each type of products which is promoted in the fifth plant, from the date of Company receiving operating revenues, it will receive privilege for reduced business at 90% of normal rate for 5 years for sale of such products and is exempted from company income tax for 5 years (for export sales only) and 6 years, in accordance for each type of products. .../11 - 11 - After the end of such periods, the Company will receive a 50% reduction of the normal rate of company income tax for 5 years. Shareholders of the Company will be exempted from tax on dividend (for revenues subject to the above exemption) which will be received during the period in which the Company is granted exemption from company income tax. The Company thus has to comply with certain conditions contained in the promotion certificate. 16. CONTINGENCIES The Company has contingent liabilities to banks for letters of guarantee issued on its behalf amounting to approximately Baht 10.2 million as at December 31, 1997 and 1996.