SET Announcements

FINANCIAL STATEMENTS AND AUDITOR'S REPORT SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 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, 2000 and 1999, 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 managements are responsible for the correctness and completeness of information presented in these 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 and fifth 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. In sending out letters requesting balance confirmation as at December 31, 2000 and 1999 of banks overdraft and loans from financial institutions, amounting to Baht 203.42 million and Baht 770.72 million respectively in the consolidated financial statements, and as at December 31, 1999 , banks overdraft and loans from financial institutions amounting to Baht 302.15 million in the Company's financial statements, and net construction payable amounting to Baht 3.78 million, in the consolidated 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, the Company did not allow me to send a letter requesting confirmation of an advance payable from a project customer as at December 31, 2000 amounting to approximately Baht 2.09 million in the consolidated financial statements on the reason that it might affect the business. As discussed in Note 3 to the financial statements, in the consolidated and the Company's financial statements for the year ended December 31, 2000, investments by equity method in an associated company of Baht 7.03 million, which were calculated based on the financial statements audited by other auditor and to which the share of profit was attributable in the amount of Baht 0.04 million, and the Company recognized unrealized gain on available securities for sale amounting to Baht 1.19 million. Investments by equity method in mutual fund in the amount of Baht 74.53 million was calculated based on the financial statements for the year ended December 31, 2000, prepared by the management and not audited by an auditor and to which the share of profit was attributable in the amount of Baht 96.02 million, The management informed me that the auditor of the fund had not yet finished audit work. I was unable to satisfy myself regarding the above transactions. 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 parent company had 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. 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 and the fifth paragraphs and except for the effects on the financial statements from the matters as discussed in the sixth 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, 2000 and 1999, and the consolidated results of their operations, and cash flows for the years then ended and the separate financial position as at December 31, 2000 and 1999, and results of their 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 Notes 1, 2, 3, 14 and 26 to the financial statements as follows: 1) Although the various plans carried on by the management, for having the new investors, increased share capital and restructuring debts, decreased the debts of the Company since1998, 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 the year ended December 31, 2000. In addition, 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 were not successful to continue its business. 2) In 2000 and 1999, the Company had loans to subsidiaries resulting from converting interest payable into promissory notes amounting to Baht 78.94 million and Baht 91.44 million respectively, are without interest. 3) The offsetting, forgiveness of debts between the parent company and its subsidiaries and dividend payment of the two subsidiaries. 4) As at December 31, 1999, the Company was in the process of the negotiation to settle debts with two construction creditors. The result of the negotiation had 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 20, 2001 SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 2000 AND 1999 (Amounts in Baht) Consolidated The Company ASSETS 2000 1999 2000 1999 CURRENT ASSETS Cash on hand and at banks (Note 5) 130,602,386.30 135,702,986.53 112,933,600.47 128,900,153.95 Short - term investments - fixed deposits 107,869,871.94 12,200,380.52 104,576,021.80 2,426,860.56 - promissory notes (Note 5 ) - 427,182,177.00 - 427,182,177.00 Investments in securities - net (Notes 4 and 6) 10,602,682.76 19,944,998.41 10,058,314.28 16,503,038.02 Accounts, notes receivable and unbilled completed work - net (Notes 4 and 7) 8,447,666.09 6,174,945.02 4,225,726.83 22,729,538.47 Loans to related parties - net (Notes 4 and 8) - - 25,026,541.10 304,871,595.32 Property development for sales - net (Notes 4, 9, 16 and 19) 388,411,072.37 10,387,700.00 388,720,371.45 10,387,700.00 Other receivable (Note 9) - 5,000,000.00 - 5,000,000.00 Accounts receivable from capital reduction (Note 11) 12,500,000.00 - 12,500,000.00 - Advance payment for construction 267,125.28 11,901,204.43 267,125.28 11,550,000.00 Interest receivable 447,357.14 6,730,287.36 643,733.40 20,347,097.19 Prepaid expenses 2,184,804.06 1,792,184.96 2,267,485.98 1,636,793.55 Advance receivables - net 773,425.65 90,114.81 500,688.80 29,608.00 Other current assets 5,437,133.86 4,436,906.72 3,167,786.62 4,922,471.45 Total Current Assets 667,543,525.45 641,543,885.76 664,887,396.01 956,487,033.51 ADVANCE FOR LAND (Note 9) - 20,000,000.00 - 20,000,000.00 INVESTMENTS IN RELATED PARTIES - NET (Notes 3, 4 and 11) 81,564,371.21 177,576,905.95 115,721,055.71 719,077,326.16 PROPERTY DEVELOPMENT FOR RENT - NET (Notes 4, 9, 16 and 19) 696,330,764.49 872,592,385.29 98,811,754.49 53,700,000.00 LAND UNDER DEVELOPMENT FOR SALES AND RENT (Notes 4, 10, 16 and 19) - 773,375,500.00 - - LEASEHOLD, BUILDING AND EQUIPMENT - NET (Notes 4 and 12) 457,345,389.30 433,260,664.29 441,519,148.94 427,457,781.80 OTHER ASSETS Deferred interest on hire purchase (Note 4) 2,522,595.39 - 1,872,572.00 - Deposits 27,502,162.77 30,212,039.20 24,248,866.85 26,323,268.81 Withholding tax 4,598,782.37 1,303,321.09 2,899,870.26 - Others 44,725.73 - 576,003.75 - Total Other Assets 34,668,266.26 31,515,360.29 29,597,312.86 26,323,268.81 Total Assets 1,937,452,316.71 2,949,864,701.58 1,350,536,668.01 2,203,045,410.28 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 2000 AND 1999 (Amounts in Baht) Consolidated The Company LIABILITIES AND SHAREHOLDERS' EQUITY 2000 1999 2000 1999 CURRENT LIABILITIES Bank overdrafts and loans from financial institutions (Notes 13, 19 and 21) 39,755,646.07 757,787,579.78 3,982,346.20 627,550,526.64 Accounts payable - construction (Note 14) 9,124,911.67 4,223,413.70 9,124,911.67 194,728.53 Accounts payable - trade and decoration 4,124,034.42 469,786.53 1,511,620.54 579,772.21 Current portion of long-term debts (Notes 17, 19 and 21) 174,438,668.00 338,697,000.00 4,840,188.00 - Construction retention 4,656,039.46 103,607.90 4,656,039.46 42,873.84 Loan from related company (Note 15) 3,000,000.00 - 20,228,830.11 - Advances received from customers 4,411,576.65 9,025,820.52 3,810,550.00 7,123,200.00 Unearned income (Note 7) 6,851,160.00 - 6,851,160.00 - Interest payable (Note 21) 116,564,421.62 363,414,869.28 4,987.93 158,197,177.98 Accrued income taxes 536,922.34 - - - Accrued expenses 25,825,520.17 22,023,545.96 21,323,223.49 17,585,634.72 Provision for possible loss (Note 22) 28,502,440.38 34,108,995.13 20,716,563.08 20,716,563.08 Other current liabilities 9,530,123.84 18,192,947.92 4,204,943.14 14,026,106.44 Total Current Liabilities 427,321,464.62 1,548,047,566.72 101,255,363.62 846,016,583.44 DEFERRED LEASEHOLD REVENUE - BANN SANSIRI (Notes 4 and 9) 728,794,419.08 760,712,499.80 - - LONG TERM LOAN (Notes 17, 19 and 21) 44,802,952.00 - 42,931,572.00 - DEPOSIT FOR BUILDING RENTAL 24,902,193.57 26,250,993.57 24,902,193.57 26,250,993.57 DEFICIT ON INVESTMENTS (Notes 4 and 11) - - 490,066,886.27 973,696,785.87 ALLOWANCE FOR LOSS ON SUBSIDIARIES 19,467,086.96 262,936,745.59 - - OTHER LIABILITIES 4,911,017.19 5,036,122.68 4,671,393.19 4,310,398.68 Total Liabilities 1,250,199,133.42 2,602,983,928.36 663,827,408.65 1,850,274,761.56 SHAREHOLDERS' EQUITY Share capital (Note 18) Authorized share capital 1,329,414,381 ordinary shares, Baht 10 par value 13,294,143,810.00 13,294,143,810.00 13,294,143,810.00 13,294,143,810.00 Issued and paid-up share capital 280,031,678 and 254,934,878 ordinary shares, fully paid in 2000 and 1999, respectively 2,800,316,780.00 2,549,348,780.00 2,800,316,780.00 2,549,348,780.00 Premium on share capital 113,225,224.41 189,351,224.41 113,225,224.41 189,351,224.41 Minority interest 2,198,101.73 - - - Surplus on land revaluation (Note 10) - 592,240,157.64 - 592,240,157.64 Unrealized gain on available securities for sales in associated company 1,190,000.00 - 1,190,000.00 - Retained earnings (Deficit) Appropriated - legal reserve 11,279,621.66 11,279,621.66 11,279,621.66 11,279,621.66 Unappropriated (2,239,302,366.71) (2,989,449,134.99) (2,239,302,366.71) (2,989,449,134.99) Equity in parent company held by subsidiaries (Note 4) (1,654,177.80) (5,889,875.50) - - Total Shareholders' Equity 687,253,183.29 346,880,773.22 686,709,259.36 352,770,648.72 Total Liabilities and Shareholders' Equity 1,937,452,316.71 2,949,864,701.58 1,350,536,668.01 2,203,045,410.28 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 (Amounts in Baht) Consolidated The Company 2000 1999 2000 1999 REVENUES Revenues from project sales - 76,633,320.65 - 15,481,587.00 Revenues from leasehold rights written off 31,918,080.72 31,918,080.72 - - Revenues from business management 110,909,912.56 85,535,312.12 66,680,414.55 51,336,818.73 Rental income 40,107,165.33 38,188,466.00 38,530,885.33 35,240,666.00 Interest and dividend income 11,082,500.38 18,791,483.56 29,882,683.57 19,307,951.47 Gain (loss) on investments (3,144,331.21) 5,142,795.46 1,008,851.03 1,414,548.14 Gain(loss) from construction contract cancellation (8,182,485.44) 42,275,724.34 (11,550,000.00) 42,275,724.34 Revenues from deposit rental seizing - 2,294,050.00 - 2,294,050.00 Revenues from contract cancellation and seizing - 8,036,346.93 - 787,453.93 Other income 2,040,719.03 3,340,609.40 1,528,957.60 1,831,564.57 Total Revenues 184,731,561.37 312,156,189.18 126,081,792.08 169,970,364.18 EXPENSES Cost of sales and services 97,981,949.56 90,468,270.51 53,570,831.31 13,418,830.00 Leasehold and development costs written off 20,446,380.00 20,446,380.00 - - Selling and administrative expenses 262,630,784.08 814,600,124.67 123,641,431.51 330,158,740.64 Doubtful debts for loan to subsidiaries - 250,000,000.00 - 250,000,000.00 Interest expenses 86,413,586.22 197,715,563.82 25,344,282.63 110,356,142.26 Directors' remuneration (Note 27) 5,210,000.00 330,000.00 5,205,000.00 330,000.00 Total Expenses 472,682,699.86 1,373,560,339.00 207,761,545.45 704,263,712.90 Loss before net result from investments in associated and subsidiary companies, income taxes and extraordinary items (287,951,138.49) (1,061,404,149.82) (81,679,753.37) (534,293,348.72) Net result from investments in associated and subsidiary companies 98,397,465.24 (215,739.20) 868,548,301.18 (561,179,734.17) Income tax (1,006,050.36) (404,926.55) - - Net profit (loss) before minority interest and extraordinary items (190,559,723.61) (1,062,024,815.57) 786,868,547.81 (1,095,473,082.89) Add minority interest in net loss 2,289,158.27 - - - Net profit (loss) before extraordinary items (188,270,565.34) (1,062,024,815.57) 786,868,547.81 (1,095,473,082.89) Extraordinary items - Settlement of debts : related parties (Note 2) 230,532,913.04 - (261,466,150.16) - - Gain (loss) on settlement of debts : others (Note 16) 723,912,869.35 (231,528,225.92) 224,744,370.63 (198,079,958.60) - Loss on sale of investment under debt settlement agreement(Note 16) (16,028,448.77) - - - Net profit (loss) 750,146,768.28 (1,293,553,041.49) 750,146,768.28 (1,293,553,041.49) Basic earnings (loss) per share (Baht) (Note 4) Basic earnings (loss) before extraordinary items (0.70) (6.11) 2.91 (6.30) Extraordinary items 3.47 (1.33) (0.14) (1.14) Basic earnings (loss) per share 2.77 (7.44) 2.77 (7.44) See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 Consolidated The Company (Amounts in Baht) 2000 1999 2000 1999 DEFICIT Beginning balance (2,989,449,134.99) (1,695,896,093.50) (2,989,449,134.99) (1,695,896,093.50) Less Appropriation: - legal reserve - - - - - dividend - - - - Net profit (loss) 750,146,768.28 (1,293,553,041.49) 750,146,768.28 (1,293,553,041.49) Total Deficit (2,239,302,366.71) (2,989,449,134.99) (2,239,302,366.71) (2,989,449,134.99) (more)