SET Announcements

FINANCIAL STATEMENTS AND AUDITORS' REPORT SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 As required by Thai law and regulatory requirements, the Company's financial statements and auditor's report thereon have been prepared in the Thai language. They have been translated into English for the convenience of the reader. Auditor's Report To the Shareholders of Sansiri Public Company Limited: I have audited the consolidated balance sheets of Sansiri Public Company Limited and subsidiaries as at December 31, 1999 and 1998, and the related consolidated statement of income, deficit, changes in shareholders' equity and cash flows for the years then ended and the separate financial statements of Sansiri Public Company Limited for the same periods. The Company's management is responsible for the correctness and completeness of information presented in these consolidated financial statements. My responsibility is to express an opinion on these financial statements based on my audit. Except as described in the third, the fourth, the sixth and the seventh paragraphs, I conducted my audit 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. I sent out letters requesting balance confirmation as at December 31,1999 and 1998 of bank overdraft and loans from financial institutions, almost of which were closed by the Ministry of Finance, amounting to Baht 770.72 million and 478.04 million respectively, and construction payable amounting to Baht 3.78 million and 5.90 million respectively, in the consolidated financial statements, and bank overdraft and loans from financial institutions amounting to Baht 302.15million and 281.04 million respectively, in the Company's financial statements. No confirmation replies were obtained. I was unable to satisfy myself regarding the correctness and completeness of these accounts by means of other auditing procedures. In addition, in 1998, the Company did not allow me to send a letter requesting confirmation of a construction payable balance of Baht 42.28 million in the consolidated and the Company's financial statements because it might be the subject of legal proceedings resulting form construction delay as described in Note 14 to the financial statements. In the consolidated and the Company's financial statements for the year ended December 31, 1999, the investments in two associated companies of Baht 6 million and Baht 178.93 million, which were calculated by using the equity method and to which the share of profit (loss) was attributable in the amount of Baht 0.40 million, according to the financial statements audited by other auditor and (7.75) million was based on financial statements for the nine-month period ended September 30,1999 prepared by the management did not audited by an auditor. I was unable to satisfy myself regarding the above transactions. As at December 31,1999, the Company has outstanding receivables, loans to subsidiaries with 99 percent of shareholding and interest receivable of Baht 340.53 million in the Company's financial statements that had the problem about the repayment. The Company did not set up allowance for doubtful receivables in accordance with generally accepted accounting principles. As at December 31, 1998, the value of property development and land under development in the consolidated and the Company's financial statements, which is presented at cost, less provision for known loss, in the amount of Baht 1,776.96 million and Baht 809.85 million, respectively, are excepted to be higher than net sales or net realizable value. Land under development in the consolidated statements was revalued in 1997 at Baht 785 million, which was above cost. However, current economic conditions in Thailand have affected the property business. In addition, the Company did not revalue property development and land under development in 1998 by an independent appraiser. I have not been able to satisfy myself on the value of the property development and land under development in the financial statements. The fair value may be lower than the value presented in the financial statements and, if so, this would require the values to be adjusted and disclosed in accordance with generally accepted accounting principles. This may also affect the collectability of receivables from subsidiaries. As at December 31,1998, the Company has long outstanding receivables, loans to subsidiaries with 99 percent of shareholding and interest receivable of Baht 398.40 million in the Company's financial statements. The Company did not set up allowance for doubtful receivables due to the fact that the Sansiri group was in the process of restructuring debts. The effects of the allowance for doubtful accounts on the financial statements were subject to the result of restructuring debts In my opinion, except for the effects of such adjustments, if any, as might have been necessary had I been able to satisfy myself from the matters as described in the third, the fourth, the sixth and the seventh paragraphs and except for the effects on the financial statements from the matters as discussed in the fifth paragraph, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sansiri Public Company Limited and subsidiaries as at December 31, 1999 and 1998, and the consolidated results of their operations, and cash flows for the years then ended and the separate financial position as at December 31, 1999 and 1998, and results of its operations and cash flows of Sansiri Public Company Limited, for the years then ended, in conformity with generally accepted accounting principles. I draw attention to Note 1, 2 and 3 to the financial statements as follows: 1) Although the various plans carried on by the management in 1999, for having the new investors, increased share capital and restructuring debts, decreased the debts of the Company from the period ended December 31, 1998, the operations of the Company, which still have been affected by the economic conditions in Thailand and the Asia Pacific Region in general, have resulted in a operating loss for year ended December 31, 1999. The Company is also in default of principal and interest on bank overdrafts, loans and interest payable as described in Note 20 to the financial statements, including the interest due, part of which being negotiated with certain financial institution. In addition, for the year ended December 31, 1999, certain subsidiaries have the problem regarding going concern. These uncertainties will further affect the companies' operations. The companies' ability to continue business as going concerns depends on the economic recovery and the success of improvement plans being implemented. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or classification of liabilities that might be necessary if the companies are not successful in implementing the improvement plans. 2) In 1999 and 1998, the Company has loans to subsidiaries resulting from converting interest payable into promissory notes amounting to Baht 91.44 million and Baht 96.07 million respectively, are without interest. 3) As at December 31, 1999, the Company is in the process of the negotiation to settle debt with two construction creditors.The results of the negotiation has still unknown. As at December 31, 1999, the Company did not record the said liability in the book of the Company. Supot Singhasaneh Certified Public Accountant Registration Number 2826 KPMG Audit (Thailand) Limited Bangkok, February 22, 2000 SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 1999 AND 1998 (Amounts in Baht) Consolidated The Company ASSETS 1999 1998 1999 1998 CURRENT ASSETS Cash on hand and at banks (Note 5) 135,702,986.53 69,384,330.49 128,900,153.95 17,935,091.74 Short - term investments - fixed deposits 12,200,380.52 7,860,167.77 2,426,860.56 1,970,081.27 - promissory notes (Note 5 ) 427,182,177.00 - 427,182,177.00 - Investments in securities - net (Notes 4 and 6) 19,944,998.41 430,400.00 16,503,038.02 330,400.00 Accounts, notes receivable and unbilled completed work - net (Notes 4 and 7) 6,174,945.02 27,669,915.95 22,729,538.47 21,682,771.11 Loans to related parties - net (Notes 2, 4 and 8) - - 304,871,595.32 556,260,079.03 Property development for sales - net (Notes 4, 9, 15 and 18) 10,387,700.00 119,371,192.86 10,387,700.00 22,087,860.26 Other receivable (Note 9) 5,000,000.00 - 5,000,000.00 - Advance payment for construction 11,901,204.43 61,627,403.97 11,550,000.00 29,309,185.15 Interest receivable 6,730,287.36 30,000.00 20,347,097.19 22,039,901.19 Prepaid expenses 1,792,184.96 1,158,886.65 1,636,793.55 1,147,420.65 Advance receivables - net 90,114.81 6,650,395.98 29,608.00 980,355.66 Other current assets 4,436,906.72 9,782,198.14 4,922,471.45 7,766,068.91 Total Current Assets 641,543,885.76 303,964,891.81 956,487,033.51 681,509,214.97 ADVANCE FOR LAND (Note 9) 20,000,000.00 - 20,000,000.00 - INVESTMENTS IN RELATED PARTIES - NET (Notes 3, 4 and 11) 177,576,905.95 - 719,077,326.16 1,957,135.17 PROPERTY DEVELOPMENT FOR RENT - NET (Notes 4, 9, 15 and 18) 872,592,385.29 2,048,664,127.75 53,700,000.00 779,565,812.63 LAND UNDER DEVELOPMENT FOR SALES AND RENT (Notes 4, 10, 15 and 18) 773,375,500.00 901,681,287.88 - 8,197,823.44 LEASEHOLD, BUILDING AND EQUIPMENT - NET (Notes 4 and 12) 433,260,664.29 483,778,016.83 427,457,781.80 476,652,784.95 OTHER ASSETS Deferred charges (Note 4) - 5,422,397.31 - 1,788,282.96 Deposits 30,212,039.20 42,641,919.45 26,323,268.81 27,365,087.00 Withholding tax 1,303,321.09 27,184,028.61 - 27,843,801.70 Total Other Assets 31,515,360.29 75,248,345.37 26,323,268.81 56,997,171.66 Total Assets 2,949,864,701.58 3,813,336,669.64 2,203,045,410.28 2,004,879,942.82 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 1999 AND 1998 (Amounts in Baht) Consolidated The Company LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998 1999 1998 CURRENT LIABILITIES Bank overdrafts and loans from financial institutions (Notes 13, 18 and 20) 757,787,579.78 923,404,644.18 627,550,526.64 724,180,122.64 Accounts payable - construction (Note 14) 4,223,413.70 129,397,528.24 194,728.53 24,299,104.66 Decoration payables 469,786.53 224,816.00 - - Margin loans for purchasing securities (Note 20) - 2,314,755.25 - - Current portion of long-term debts (Notes 16, 18 and 20) 338,697,000.00 752,792,448.80 - 414,095,448.80 Construction retention 103,607.90 80,477,879.80 42,873.84 41,209,669.85 Deposits and advances received from customers 9,025,820.52 13,061,947.12 7,123,200.00 8,705,463.00 Unearned income (Note 7) - 18,013,738.47 - 12,586,863.47 Interest payable (Note 20) 363,414,869.28 394,377,350.71 158,197,177.98 262,869,964.39 Accrued expenses 22,023,545.96 24,417,324.96 17,585,634.72 18,219,028.27 Provision for possible loss (Note 21) 34,108,995.13 - 20,716,563.08 - Other current liabilities 18,192,947.92 17,006,160.62 14,605,878.65 9,872,184.53 Total Current Liabilities 1,548,047,566.72 2,355,488,594.15 846,016,583.44 1,516,037,849.61 DEFERRED LEASEHOLD REVENUE - BANN SANSIRI (Notes 4 and 9) 760,712,499.80 792,630,580.52 - - DEPOSIT FOR BUILDING RENTAL 26,250,993.57 25,067,109.25 26,250,993.57 25,067,109.25 DEFICIT ON INVESTMENTS (Notes 4 and 11) - - 973,696,785.87 459,492,917.91 ALLOWANCE FOR LOSS ON SUBSIDIARIES (Note 2) 262,936,745.59 - - - OTHER LIABILITIES 5,036,122.68 5,112,846.68 4,310,398.68 3,660,398.68 Total Liabilities 2,602,983,928.36 3,178,299,130.60 1,850,274,761.56 2,004,258,275.45 SHAREHOLDERS' EQUITY Share capital (Note 17) Authorized share capital 1,329,414,381 and 331,299,126 ordinary shares, Baht 10 par value in 1999 AND 1998, respectively 13,294,143,810.00 3,312,991,260.00 13,294,143,810.00 3,312,991,260.00 Issued and paid-up share capital 254,934,878 and 69,737,506 ordinary shares, fully paid in 1999 and 1998, respectively 2,549,348,780.00 697,375,060.00 2,549,348,780.00 697,375,060.00 Premium on share capital 189,351,224.41 987,863,079.21 189,351,224.41 987,863,079.21 Surplus on land revaluation (Note 10) 592,240,157.64 641,220,157.64 592,240,157.64 - Retained earnings (Deficit) Appropriated - legal reserve 11,279,621.66 11,279,621.66 11,279,621.66 11,279,621.66 Unappropriated (2,989,449,134.99) (1,695,896,093.50) (2,989,449,134.99) (1,695,896,093.50) Equity in parent company held by subsidiaries (5,889,875.50) (6,804,285.97) - - Total Shareholders' Equity 346,880,773.22 635,037,539.04 352,770,648.72 621,667.37 Total Liabilities and Shareholders' Equity 2,949,864,701.58 3,813,336,669.64 2,203,045,410.28 2,004,879,942.82 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (Amounts in Baht) Consolidated The Company 1999 1998 1999 1998 REVENUES Revenues from project sales 76,633,320.65 1,488,068,705.69 15,481,587.00 903,424,543.52 Revenues from leasehold rights 31,918,080.72 31,918,080.72 - - Revenues from business management 85,535,312.12 77,905,444.95 51,336,818.73 72,492,536.78 Rental income 38,188,466.00 48,686,998.70 35,240,666.00 49,740,798.70 Interest and dividend income 18,791,483.56 19,493,501.93 19,307,951.47 99,456,722.22 Gain on investments 5,142,795.46 7,558,194.28 1,414,548.14 - Gain on exchange rate - 68,156,450.00 - 68,156,450.00 Revenues from construction contract cancellation 42,275,724.34 - 42,275,724.34 - Revenues from deposit rental seizing 2,294,050.00 - 2,294,050.00 - Revenues from contract cancellation 8,036,346.93 96,037,638.22 787,453.93 37,339,335.19 Other income 3,340,609.40 12,477,910.20 1,831,564.57 6,031,341.81 Total Revenues 312,156,189.18 1,850,302,924.69 169,970,364.18 1,236,641,728.22 EXPENSES Cost of sales and services 90,468,270.51 2,119,128,923.87 13,418,830.00 1,326,145,795.95 Leasehold and development costs written off 20,446,380.00 20,446,380.00 - - Selling and administrative expenses 814,600,124.67 447,102,740.42 330,158,740.64 295,627,688.25 Doubtful debt for loan to subsidiaries (Note 2) 250,000,000.00 - 250,000,000.00 - Loss on assets transferred in settlement of debts(Note 19) 231,528,225.92 502,871,781.03 198,079,958.60 406,839,201.03 Interest expenses 197,715,563.82 370,980,599.41 110,356,142.26 277,247,198.00 Directors' remuneration 330,000.00 - 330,000.00 - Total Expenses 1,605,088,564.92 3,460,530,424.73 902,343,671.50 2,305,859,883.23 Loss before net result from investments in associated and subsidiary companies and income taxes (1,292,932,375.74) (1,610,227,500.04) (732,373,307.32) (1,069,218,155.01) Net result from investments in associated and subsidiary companies (215,739.20) - (561,179,734.17) (540,998,669.44) Income tax (404,926.55) - - - Net loss before minority interest (1,293,553,041.49) (1,610,227,500.04) (1,293,553,041.49) (1,610,216,824.45) Add minority interest in net loss - 10,675.59 - - Net loss (1,293,553,041.49) (1,610,216,824.45) (1,293,553,041.49) (1,610,216,824.45) Basic loss per share (7.44) (24.00) (7.44) (24.00) See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF DEFICIT FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (Amounts in Baht) Consolidated The Company 1999 1998 1999 1998 DEFICIT Beginning balance (1,695,896,093.50) (85,679,269.05) (1,695,896,093.50) (85,679,269.05) Less Appropriation: - legal reserve - - - - - dividend - - - - Net loss for the year (1,293,553,041.49) (1,610,216,824.45) (1,293,553,041.49) (1,610,216,824.45) Total deficit (2,989,449,134.99) (1,695,896,093.50) (2,989,449,134.99) (1,695,896,093.50) APPROPRIATED RETAINED EARNINGS : Legal reserve 11,279,621.66 11,279,621.66 11,279,621.66 11,279,621.66 Total appropriated retained earnings 11,279,621.66 11,279,621.66 11,279,621.66 11,279,621.66 Total Deficit (2,978,169,513.33) (1,684,616,471.84) (2,978,169,513.33) (1,684,616,471.84) See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (Amounts in Baht) Consolidated The Company 1999 1998 1999 1998 Share capital Ordinary share capital Beginning balance 697,375,060.00 645,500,000.00 697,375,060.00 645,500,000.00 Addition during the years 1,851,973,720.00 51,875,060.00 1,851,973,720.00 51,875,060.00 Ending balance 2,549,348,780.00 697,375,060.00 2,549,348,780.00 697,375,060.00 Premium on share capital Beginning balance 987,863,079.21 987,863,079.21 987,863,079.21 987,863,079.21 Deduction during the year (798,511,854.80) - (798,511,854.80) - Ending balance 189,351,224.41 987,863,079.21 189,351,224.41 987,863,079.21 Surplus on land revaluation Beginning balance 641,220,157.64 641,220,157.64 - - Addition during the year - - 592,240,157.64 - Deduction during the year (48,980,000.00) - - - Ending balance 592,240,157.64 641,220,157.64 592,240,157.64 - Retained earnings (Deficit) Appropriated - legal reserve Beginning balance 11,279,621.66 11,279,621.66 11,279,621.66 11,279,621.66 Addition (Deduction) during the year - - - - Ending balance 11,279,621.66 11,279,621.66 11,279,621.66 11,279,621.66 Unappropriated: Beginning balance (1,695,896,093.50) (85,679,269.05) (1,695,896,093.50) (85,679,269.05) Deduction during the year - net loss (1,293,553,041.49) (1,610,216,824.45) (1,293,553,041.49) (1,610,216,824.45) Ending balance (2,989,449,134.99) (1,695,896,093.50) (2,989,449,134.99) (1,695,896,093.50) Equity in parent company held by subsidiaries Beginning balance (6,804,285.97) (3,076,440.00) - - (Addition) Deduction during the year 3,017,709.04 (3,727,845.97) - - Addition during the year : adjust securities to be fair value (2,103,298.57) - - - Ending balance (5,889,875.50) (6,804,285.97) - - Total shareholders' equity 346,880,773.22 635,037,539.04 352,770,648.72 621,667.37 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (Amounts in Baht) Consolidated The Company 1999 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES : Net loss (1,293,553,041.49) (1,610,216,824.45) (1,293,553,041.49) (1,610,216,824.45) Adjustments to reconcile net loss to net cash provided by (used in) operating activities : (more)