SET Announcements

NOTE 5 - CASH AND CASH EQUIVALENTS Cash and cash equivalents consisted of : (Amounts : Thousand Baht) Consolidated March 31, December 31, 1999 1998 1998 1997 Baht Baht Baht Baht Cash and cash at banks 56,910 44,263 69,384 11,113 Short term investments-fixed deposits 7,604 84,758 7,860 133,501 Less Bank overdrafts (90,230) (123,134) (95,623) (113,297) Short term investments-fixed deposits with commitment (7,539) - (7,858) - Cash and cash equivalents (33,255) 5,887 (26,237) 31,317 The Company March 31, December 31, 1999 1998 1998 1997 Baht Baht Baht Baht Cash and cash at banks 38,442 30,378 17,935 7,495 Short term investments-fixed deposits 2,427 50,665 1,970 95,001 Less Bank overdrafts (62,792) (76,898) (61,272) (67,170) Short term investments-fixed deposits with commitment (2,426) - (1,969) - Cash and cash equivalents (24,349) 4,145 (43,336) 35,326 NOTE 6 - ACCOUNTS, NOTE RECEIVABLES AND UNBILLED COMPLETED WORK NET Accounts, note receivables and unbilled completed work net as at March 31, 1999 classified by the aging receivable are as follows: (Amounts : Thousand Baht) Consolidated The Company Unbilled completed work 15,304 2,719 1 3 months 4,675 2,771 3 6 months 87 - 6 12 months 1,090 18,002 Over 12 months 4,299 5,456 Less Allowance for doubtful accounts (5,480) (3,736) Total 19,975 25,212 NOTE 7 - LOANS TO RELATED PARTIES - NET As at March 31, 1999, the Company has loans to related parties and interest receivable classified by the aging receivable as follows: (Amounts : Million Baht) Consolidated The Company Principal Interest receivable Principal Interest receivable At call 5.00 - - - 1 - 3 months - - 57.18 4.50 Over 3 - 6 months - - 392.43 5.45 Over 6 -12 months - - 102.85 16.59 Over 12 months - 0.48 - - Less Allowance for doubtful Accounts (5.00) - - - Net - 0.48 552.46 26.54 The Company charges interest to subsidiaries at the rate of 9 - 16.75 % per annum. As at March 31, 1999, the Company has loans to related parties and interest receivable, the repayment of which is uncertain, amounting to Baht 551.85 million in the Companys financial statements. The Company has not set up an allowance for doubtful debt against these amounts, as the management believe that the Company will not sustain any loss from these loans. However, the result is still not known. NOTE 8 LAND REVALUATION In 1999, the Company and subsidiaries revalued land under development using Market Approach method by an independent appraiser approved by the Stock Exchange Committee. Fixed assets revaluation is as follows: (Amounts : Baht) Original Revalued Revaluation Book value amount surplus Land under development : Baht Baht Baht Sansiri Public Company Limited 8,197,823.44 37,548,000.00 29,350,176.56 Land under development for rent: Sanpinyo Limited 110,406,452.36 609,600,000.00 499,193,547.64 Prakarn Limited 33,373,390.00 126,420,000.00 93,046,610.00 143,779,842.36 736,020,000.00 592,240,157.64 Grand Total 151,977,665.80 773,568,000.00 621,590,334.20 In 1999, a subsidiary company revalued land under development for rent which resulted in a decrease in value, as follows: Original Revalued Loss on appraisal Book value amount value Baht Baht Baht Land under development for rent of Chanachai Limited For which there is no debt settlement agreement 73,967,405.52 73,014,381.12 953,024.40 In 1997, land under development was revalued using fair market value method by an independent appraiser approved by the Stock Exchange Committee. Fixed assets revaluation is as follows: Original Revalued Revaluation Book value amount surplus Baht Baht Baht Land under development for rent: Sanpinyo Limited 110,406,452.36 650,167,115.00 539,760,662.64 Prakarn Limited 33,373,390.00 134,832,885.00 101,459,495.00 143,779,842.36 785,000,000.00 641,220,157.64 The additional value from fixed assets revaluation has been recorded as surplus on land revaluation presented in the balance sheet. NOTE 9 - INVESTMENTS IN RELATED PARTIES -NET Investments in related parties net as at March 31, 1999 and 1998 consisted of : ( Amounts inThousand Baht ) Investments Deficit on Paid up Percentage of Cost Method Equity Method investments Subsidiaries Capital shareholding 1999 1998 1999 1998 1999 1998 Sanpinyo Limited 11,000 99% 14,490 14,490 461,690 - - (17,329) Chanachai Limited 90,000 99% 101,524 101,524 - 97,738 (125,739) - Jainad Limited 30,000 99% 51,950 51,950 - - (313,218) (48,450) Prakarn Limited 1,000 99% 1,000 1,000 75,086 - - (12,630) Sansiri Property Plus Limited 3,000 100% 3,000 - 2,501 - - - Total investments in subsidiaries 171,964 168,964 539,277 97,738 (438,957) (78,409) Related company Regency One Co., Ltd 200,000 10% 20,000 20,000 - - - - Less Allowance for diminution in value (20,000) - - - - - Total investments in related company-net - 20,000 - - - - Total investments in related parties-net 171,964 188,964 539,277 97,783 (438,957) (78,409) The Company has relationship with its real estate subsidiaries through shareholding and directors. On February 16, 1999, Plus Property Management Limited registered the change of its company name to Sansiri Property Plus Limited. NOTE 10 LOAN FROM FINANCIAL INSTITUTION Parent Company As at March 31, 1999, the Company, as a debtor, and a subsidiary, as a guarantor, has entered into a debt restructuring agreement with a financial institution regarding the repayment of debt and accrued interest in the amount of approximately Baht 26.74 million as at February 28, 1999. The Company and the guarantor have agreed to repay by cash, in the amount of Baht 1.99 million, and a transfer of land under development of the guarantor in the amount of Baht 20.07 million, within 15 days after the financial institution is informed that the debt restructuring is approved by the Bank of Thailand. NOTE 11- CONSTRUCTION PAYABLE Parent Company As at March 31, 1999 and 1998 the Company was being sued by creditors for payment of construction costs, but the net lawsuit has been subsequently withdrawn. Originally, the creditors had submitted invoices requesting payment of approximately Baht 47 million, but the Company had recognized only Baht 21 million, due to the fact that the assessment value of the project was lower than the amounts charged by creditors. Subsidiary Company On March 23, 1999 a subsidiary entered into an agreement with two construction creditors regarding the repayment of debts in the amount of Baht 4.74 million. In summary, the construction payable, construction retention and advance payment for construction have been offset against each other. As a result, the Company has no debt to pay. NOTE 12 - SHARE CAPITAL Parent Company At the Ordinary Shareholders Meeting held on April 30, 1998 it was resolved to increase the share capital from Baht 645,500,000 to Baht 945,500,000 by issuing 30 million ordinary shares at Baht 10 par value totaling Baht 300 million, to be offered for sale in one or at several times to 17 institutional investors as announced by the SEC. As regards the selling price per share, date and time of booking purchase, and payment of shares, these will be at the discretion of the Board of Directors. After that, at the Board of Directors Meeting held on June 8, 1998, it was resolved to offer increased share capital for sale totaling Baht 29,280,450 divided into 2,928,045 ordinary shares of Baht 10 par value to a commercial bank in order to restructure the Companys debts. The Company registered the increased paid up share capital on June 12, 1998. At the Board of Directors Meeting held on July 6, 1998, it was resolved to offer increased share capital for sale totaling Baht 4 million divided into 400,000 ordinary shares of Baht 10 par value to a life insurance company in order to restructure the Companys debts. The Company registered the increased paid up share capital on July 17, 1998. At the Board of Directors Meeting held on July 31, 1998, it was resolved to offer increased share capital for sale totaling Baht 5 million divided into 500,000 ordinary shares of Baht 10 par value to a finance company and offer increased share capital for sale of 1,222,438 ordinary shares of Baht 10 par value to a life insurance company in order to restructure the Companys debts. The Company registered the increased paid up share capital on August 7, 1998. At the Board of Directors Meeting held on August 28, 1998, it was resolved to offer increased share capital for sale of 137,023 ordinary shares of Baht 10 par value to a company in order to restructure the Companys debts. The Company registered the increased paid up share capital on September 4, 1998. At the Extraordinary Shareholders Meeting held on December 17, 1998, it was resolved to decrease the share capital from Baht 945,500,000 to Baht 697,375,060 by cancelling 24,812,494 ordinary shares which had not been sold. It was also resolved to increase the share capital from Baht 697,375,060 to Baht 3,312,991,260 by issuing 261,561,620 ordinary shares at Baht 10 per value totaling Baht 2,615,616,200, and allotted as follows:- 1. 258,074,745 ordinary shares were offered for sale to not more than 35 specific investors in 12 months and/or offered for sale to 17 institutional investors as announced by the SEC. If any of these ordinary shares remain, then they were to be offered to the old shareholders in the portion of their previous holding. If any shares still remain they were to be offered to directors and the Companys staff. As regards date and time of booking purchase, and payment of shares, these will be at the discretion of the Board of Directors. 2. The remaining 3,486,875 shares were issued to support the rights of shares purchased according to warrants held by directors and the Companys staff. The Company registered the decrease and increase in share capital on December 30, 1998. In addition, it was resolved to offer increased share capital for sale at an amount lower than par value by discount in the amount of Baht 5 per share. At the Board of Directors Meeting held on January 11, 1999, it was resolved to offer increased share capital for sale totaling Baht 1,250,000 divided into 250,000 ordinary shares of Baht 5 par value to a domestic security company. The Company registered the increased paid up share capital on January 21, 1999. At the Board of Directors Meeting held on March 3, 1999, it was resolved to offer increased share capital for sale totaling Baht 30 million divided into 6 million ordinary shares of Baht 5 par value to specific investors as announced by the SEC. The Company registered the increased paid up share capital on March 18, 1999. Subsidiary At the Extraordinary Shareholders Meetings of Plus Property Management Limited held on December 9 and 24, 1998, it was resolved to increase the share capital in the amount of Baht 2 million by issuing 20,000 new ordinary shares at Baht 100 par value totaling Baht 3 million to be offered for sale to the parent company. The Company registered the increased share capital on December 30, 1998. NOTE 13 - ASSETS PLEDGED AS COLLATERAL 1. Land including existing construction and land under development of the parent company are pledged as collateral for loans from finance companies and banks. 2. Land including existing construction, leasehold of property development project and certain land under development of subsidiaries are pledged as collateral for loans from finance companies and banks 3. Certain land under development of subsidiaries is pledged with finance companies and banks as collateral for loans of the parent company and related parties. 4. Certain investments in securities of parent company are pledged to secure loans from financial institutions. 5. Most of fixed deposits are pledged to secure letters of guarantee issued by banks. NOTE 14 - LOSS ON ASSETS TRANSFERRED IN SETTLEMENT OF DEBTS Subsidiary In the first quarter of 1999 a subsidiary, Jainad Limited, transferred rights of condominium of Baht 38.03 million in settlement for net construction payable amounting to Baht 25.54 million, causing the subsidiary to recognize a loss of Baht 12.26 million. NOTE 15 - DEFAULT OF DEBTS As at March 31, 1999 and 1998 the parent and subsidiary companies were in default of bank overdrafts, loans and accrued interest as follows: (Amounts in Thousand Baht) Principal Interest Payable 1999 1998 1999 1998 Parent company 1,115,696 491,178 310,999 43,976 Subsidiaries 503,571 110,000 150,679 11,644 Total 1,619,267 601,178 461,678 55,620 The Company is in the process of negotiating the extension of the period of loan agreements, restructuring debts and conditions of interest payment (see Note 10 to the financial statements). NOTE 16 - COMMITMENTS AND CONTINGENCIES 1. As at March 31, 1999 commitments resulting from project construction agreements are Baht 225.19 million and Baht 122.90 million in the consolidated and the Companys financial statements, respectively, and those resulting from letters of guarantee issued by bank are Baht 7.08 million and Baht 1.97 million in the consolidated and the Companys financial statements, respectively. As at March 31, 1998 commitments resulting from project construction agreements are Baht 620.84 million and Baht 184.11 million in the consolidated and the Companys financial statements, respectively, and those resulting from letters of guarantee issued by banks are Baht 8.89 million and Baht 2.55 million in the consolidated and the Companys financial statements, respectively. 2. In 1999, the Company had a contingent liability arising from being sued by three customers who are demanding a refund of both principal and interest of approximately Baht 2.47 million, arising as a result of a delay in construction of the project. The litigation is under consideration of the court. As at March 31, 1999, no provision for any liability that may result from the lawsuit has been recognized in the financial statements. In 1998, the Company had a contingent liability arising from being sued by a debtor who is demanding a refund of principal and interest of approximately Baht 1.36 million, arising as a result of a delay in completion of construction of a project. The litigation is under consideration of the court. As at March 31, 1998, no provision for any liability that may result from the lawsuit had been recognized in the financial statements 3. The Company entered into a rental agreement with a related company for office accommodation and for rent for a period of 30 years from June 1, 1994 to May 31, 2024. At the date of signing the agreement the Company paid total rent in the amount of Baht 548.57 million. At the end of the contract, the Company must return the assets to the lessor. The Company can not request any refund from the lessor under the agreement. 4. A subsidiary entered into a land rental agreement with the Royal Palace Office for construction of condominium for the Baan Sansiri Project for a period of 30 years from November 1,1993. At the date of signing the agreement the Company made a lumpsum payment for rent in the amount of Baht 117.70 million. 5. As at March 31, 1999, the Company had commitments resulting from a subscription agreement for a private placement in the shares of Cathay Asset Management Company Limited, being 500,000 new ordinary shares of Baht 12 per share totaling Baht 6 million. 6. As at March 31, 1999, the Company had commitments resulting from a subscription agreement and a debt settlement agreement with Starwood Thailand Corporation. This company can subscribe, or nominate another related person, to subscribe for shares in the Company up to 51% of total issued shares, by December 31, 2002. NOTE 17 - SEGMENT INFORMATION The operations of the parent company and its subsidiaries are in the domestic real estate sector. No further segment information is necessary. NOTE 18 - RECLASSIFICATION Certain transactions in the 1998 financial statements have been reclassified to conform with the 1999 financial statements presentation. NOTE 19 - YEAR 2000 ISSUES AND COMPUTER REMEDIATION PLAN (BEING UNREVIEWED AND NOT FORMING PART OF ACCOUNTANTS REVIEW REPORT) The Year 2000 problem arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as some other date, resulting in errors when information using year 2000 dates is processed. Entities may experience the effects of the Year 2000 problem before, on, or after January 1, 2000, and the effects on operations and financial reporting, if not addressed and repaired properly and timely, may range from minor errors to significant systems failure which could affect an entitys ability to conduct normal business operations. In addition, it is not possible to be certain that all aspects of the Year 2000 problem affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. The Company has considered the impact of the Year 2000 problem on the computer systems (hardware and software) and finished the project last year. Total expenditures of the computer remedy project were approximately Baht 1.5 million. However, although the computer remedy project of the Company is completed, the Company still faces risk that other parties with which the Company does business may be unsuccessful in their own computer remedy projects within the time limit. NOTE 20 - SUBSEQUENT EVENT 1. At the Ordinary of Shareholders Meeting held on April 9, 1999, it was resolved to decrease the Companys share capital from Baht 3,312,991,260 to Baht 794,743,810 by cancelling 251,824,745 ordinary shares and to increase the share capital from Baht 794,743,810 to 13,294,143,810 by issuing 1,249,940,000 new ordinary shares of Baht 10 per value, with 478,840,000 ordinary shares offered for sale at a price not less than Baht 10 and 771,100,000 ordinary shares offered for sale at a price of Baht 5 per share, and with allocation of the increased share capital as follows: 1.1 8 million ordinary shares were offered for sale to Starwood Thailand Corporation at Baht 5 per share. 1.2 The remaining 1,241,940,000 shares were allotted as follows: (1) 478,840,000 ordinary shares at a sale price not less than Baht 10 per share (2) 763,100,000 ordinary shares at a price of Baht 5 per share, in one time or in portions for sale at several times, to 17 institutional investors and/or offered for sale to not more than 35 specific investors in 12 months under an announcement by the Stock Exchange Committee. (3) At the discretion of the Board of Directors The Company registered the increased paid up share capital totaling 40 million that were offered for sale to Starwood Thailand Corporation on April 30, 1999. 2. On April 9, 1999 a subsidiary entered into an agreement with a construction creditor, which parent company as guarantor, regarding the repayment of debt. The subsidiary will pay cash in the amount of Baht 20 million and the parent company will pay the remainder of debt. The creditor will then purchase new share capital of the parent company, being 4,000,000 ordinary shares at a price of Baht 5 totaling Baht 20 million, and the creditor will then cancel the remaining debt for the subsidiary. 3. The Company was negotiating the transfer of property development project for repayment of debts or repayment of debts by the subscription of companys ordinary shares