HAAD THIP PUBLIC COMPANY LIMITED INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1997 AND AUDITORS, REPORT EXPRESSED IN Thai Baht The Board of Directors Haad Thip Public Company Limited We have made a review of the balance sheets of Haad Thip Public Company Limited as at March 31, 1998 and 1997, the related statements of income, retained earnings and changes in shareholders, equity for the three - month periods then ended and the statement of cash flows for the three - month period ended March 31, 1998, in accordance with standards established by the Institute of Certified Accountants and Auditors of Thailand. A review of interim financial statements consists principally of obtaining an understanding of the system for the preparation of interim financial statements, applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially lessin scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with generally accepted accounting principles. PRASIT MUSIKABHANTU C.P.A. (THAILAND) Registration No. 2675 May 6, 1998 "UNAUDITED" "REVIEWED" HAAD THIP PUBLIC COMPANY LIMITED BALANCE SHEETS MARCH 31, 1998 AND 1997 A S S E T S In Thousand Baht 1998 1997 CURRENT ASSETS Cash on hand and in banks 25,896 21,531 Accounts and notes receivable - trade 70,720 49,437 Less allowance for doubtful accounts ( 1,128) ( 619) Accounts and notes receivable - trade - net 69,592 48,818 Inventories 58,541 55,518 Other current assets Claim and other receivables - net 33,038 9,903 Prepaid expenses 4,162 10,360 Others 273 595 Total other current assets 37,473 20,858 Total Current Assets 191,502 146,725 ADVANCES AND LOANS TO DIRECTORS AND EMPLOYEES 2,343 1,800 INVESTMENT IN SHARES - Net (Note 2) 3,850 3,850 PROPERTY, PLANT AND EQUIPMENT - At Cost; net of accumulated depreciation 675,713 687,839 OTHER ASSETS Promotion materials - net 21,485 22,769 Deferred charges and others 5,471 2,322 Total Other Assets 26,956 25,091 TOTAL ASSETS 900,364 865,305 See accompanying Notes to Interim Financial Statements. "UNAUDITED" "REVIEWED" HAAD THIP PUBLIC COMPANY LIMITED BALANCE SHEETS MARCH 31, 1998 AND 1997 LIABILITIES AND SHAREHOLDERS, EQUITY In Thousand Baht 1998 1997 CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 55,053 144,394 Accounts payable - trade 139,496 97,880 Current portion of long-term loan - 12,500 Other current liabilities Accounts payable - others 12,870 13,617 Accrued bonus 18,815 6,568 Dividend payable 24,902 - Income tax payable 24,559 5,590 Others 17,765 13,756 Total other current liabilities 98,911 39,531 Total Current Liabilities 293,460 294,305 DEPOSITS RECEIVED FROM CUSTOMERS AND OTHERS 170,074 164,160 LONG-TERM LOAN 7,997 - Total Liabilities 471,531 458,465 SHAREHOLDERS EQUITY Share capital Authorized - 25,000,000 shares; Baht 10 par value 250,000 250,000 Issued and fully paid up - 16,601,500 shares 166,015 166,015 Premium on share capital 154,728 154,728 Retained earnings Appropriated Legal reserve (Note 3) 11,529 7,737 General reserve 16,000 13,000 Unappropriated 80,561 65,360 Total Shareholders Equity 428,833 406,840 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 900,364 865,305 See accompanying Notes to Interim Financial Statements. "UNAUDITED" "REVIEWED" HAAD THIP PUBLIC COMPANY LIMITED STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1997 In Thousand Baht 1998 1997 REVENUES Net sales 414,911 329,342 Other income Reversal of unclaimed customers deposits 2,398 998 Others 1,852 2,422 Total other income 4,250 3,420 Total Revenues 419,161 332,762 COSTS AND EXPENSES Cost of sales 278,507 214,988 Selling and administrative expenses 88,358 94,376 Interest expense 2,904 4,530 Total Costs and Expenses 369,769 313,894 INCOME BEFORE INCOME TAX 49,392 18,868 INCOME TAX ( 14,848) ( 5,591) NET INCOME 34,544 13,277 Earnings per Share (Baht) 2.08 0.08 See accompanying Notes to Interim Financial Statements. "UNAUDITED" "REVIEWED" HAAD THIP PUBLIC COMPANY LIMITED STATEMENTS OF CHANGES IN SHAREHOLDERS, EQUITY FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1997 In Thousand Baht 1998 1997 SHARE CAPITAL Common shares Balance, beginning of period 166,015 166,015 Increase during the period - - Balance, end of period 166,015 166,015 PREMIUM ON SHARE CAPITAL Balance, beginning of period 154,728 154,728 Increase during the period - - Balance, end of period 154,728 154,728 RETAINED EARNINGS Appropriated Legal reserve Balance, beginning of period 11,529 7,737 Increase during the period - - Balance, end of period 11,529 7,737 General reserve Balance, beginning of period 13,000 13,000 Increase during the period (Note 3) 3,000 - Balance, end of period 16,000 13,000 Unappropriated Balance, beginning of period 73,919 52,083 Increase during the period 34,544 13,277 Decrease during the period ( 27,902) - Balance, end of period 80,561 65,360 TOTAL SHAREHOLDERS EQUITY 428,833 406,840 See accompanying Notes to Interim Financial Statements. "UNAUDITED" "REVIEWED" HAAD THIP PUBLIC COMPANY LIMITED STATEMENTS OF RETAINED EARNINGS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1997 In Thousand Baht 1998 1997 UNAPPROPRIATED RETAINED EARNINGS: Beginning of period 73,919 52,083 Less appropriation of net income for previous year: (Note 3) General reserve ( 3,000) - Dividend ( 24,902) - Net income for the period 34,544 13,277 Total Unappropriated Retained Earnings 80,561 65,360 APPROPRIATED RETAINED EARNINGS: Legal reserve 11,529 7,737 General reserve 16,000 13,000 Total Appropriated Retained Earnings 27,529 20,737 TOTAL RETAINED EARNINGS 108,090 86,097 See accompanying Notes to Interim Financial Statements. "UNAUDITED" "REVIEWED" HAAD THIP PUBLIC COMPANY LIMITED STATEMENT OF CASH FLOWS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 1998 In Thousand Baht CASH FLOWS FROM OPERATION ACTIVITIES: Net income 34,544 Reconciliations of net income to net cash provided by (used in) operating activities: Depreciation and amortization 19,860 Promotion materials amortized and book value of containers written off 5,710 Reversal of unclaimed customers deposits ( 2,398) Increase in accounts and notes receivable - trade ( 4,665) Decrease in inventories 1,622 Increase in claim and other receivables ( 6,527) Decrease in prepaid expenses 2,112 Increase in other current assets ( 55) Increase in deferred charges and others ( 1,675) Increase in accounts payable - trade 17,020 Increase in accounts payable - others 923 Increase in accrued bonus 3,466 Increase in income tax payable 14,847 Increase in other current liabilities 4,312 Increase in customers deposits and others 3,158 Net Cash Provided by Operating Activities 92,254 CASH FLOWS FROM INVESTING ACTIVITIES: Increase in property, plant and equipment ( 30,399) Net Cash Used in Investing Activities ( 30,399) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in advances and loans to directors and employees ( 482) Decrease in loans from banks ( 25,000) Payment of dividend ( 16,601) Net Cash Used in Financing Activities ( 42,083) "UNAUDITED" "REVIEWED" - 2 - In Thousand Baht NET INCREASE IN CASH AND CASH EQUIVALENTS 19,772 Cash and Cash Equivalents, Beginning of Period 6,071 CASH AND CASH EQUIVALENTS, END OF PERIOD 25,843 ADDITIONAL INFORMATION FOR CASH FLOWS: 1. Cash and Cash Equivalents These consisted of: Cash on hand and in banks 25,896 Bank overdrafts ( 53) Net 25,843 2. Cash Paid During the Period for: Interest expense 3,385 See accompanying Notes to Interim Financial Statements. HAAD THIP PUBLIC COMPANY LIMITED NOTES TO INTERIM FINANCIAL STATEMENTS MARCH 31, 1998 AND 1997 1. EARNINGS PER SHARE Earnings per share for the three-month periods ended March 31,1998 and 1997 is determined by dividing the net income by the number of shares outstanding at the end of periods. 2. INVESTMENT IN SHARES These consist of: In Thousand Baht 1998 1997 Listed securities 40 40 Less allowance for decline in value ( 38) ( 38) Net 2 2 Other securities 4,990 4,990 Less allowance for decline in value (1,142) (1,142) Net 3,848 3,848 Investment - Net 3,850 3,850 3. RETAINED EARNINGS APPROPRIATION At the ordinary meeting held on April 30, 1997, the shareholders approved the appropriation of legal reserve at 5% of 1996 net income amounting to Baht 849,668. In addition, as at December 31, 1997, the Management proposed the appropriation of legal reserve at 5% of 1997 net income amounting to Baht 2,942,000, which was subsequently approved by the shareholders at the meeting on April 30, 1998. Under the provisions of the Limited Public Company Act B.E. 2535, the Company is required to appropriate at least 5% of its annual net income after deduction of the deficit brought forward (ifany) as legal reserve until the reserve reaches 10% of authorized share capital. - 2 - At the Board of Directors meeting held on March 26, 1998, the Board of Directors approved to pay dividends out of earnings during July 1, 1997 to December 31, 1997 at Baht 1.50 per share for 16,601,500 shares and approved the appropriation of general reserve amounting to Baht 3,000,000. Payment of dividends (including the interim dividends at Baht 1 per share for 16,601,500 shares approved by the Board of Directors during 1997) and the appropriation of general reserve were approved by the shareholders at the ordinary meeting held on April 30, 1998. 4. AGREEMENTS As at March 31, 1998, the Company had: a. Long-term land lease agreement for a period of 30 years which can be extended for another period of 30 years. The Company is committed to pay the rental at Baht 60,000 per annum. b. Long-term lease agreements with three lessors covering vehicles for a period of 36 months. The Company has to pay the rental of approximately Baht 15.4 million per annum. c. Lease agreements for posting advertising billboards, which the Company is committed to pay the rental of approximately Baht 0.5 million per annum. 5. CONTINGENT LIABILITY As at March 31, 1998, the Company was contingently liable for letters of guarantee issued by a local bank in favour of certain Government agencies and State Enterprises totalling approximately Baht 41 million. 6. RECLASSIFICATION OF ACCOUNTS Certain accounts in 1997 interim financial statements have been reclassified to conform with the 1998 interim financial statements presentation