27 พฤศจิกายน 2541

FINANCIAL STATEMENT THIRD QUARTER ENDED SEPTEMBER 30,1998

Land under Development for Sales and Rent Land for development which is to be developed in the future for sales and rent is stated at cost including cost of land and related expenses and interest expenses. In the fourth quarter of 1997, land under development for rent of subsidiaries was revalued. In 1997, a subsidiary company entered into a lease agreement with a company for the period of one year which expired in January 1998. At present, the Company has not extended this lease agreement. Leasehold, Building and Equipment Leasehold, building and equipment are stated at cost. Leasehold right is amortized according to the period of leasehold agreement. Depreciation is computed by the straight-line method over the estimated useful lives of 5-20 years. Interest Capitalization Interest expenses related to financing the construction and project expenses have been capitalized as project costs up to the completion of construction or until the project development is suspended. Deferred Charges Deferred charges are presented in other assets which consists of deferred interest on hire - purchase of vehicles which are amortized by the straight-line method according to the period of contracts. Business taxes and promotion expenses are amortized by the percentage of completion method. Foreign Currency Transactions Foreign currency transactions during the periods are translated at the approximate rates of exchange ruling on the transaction dates. Foreign currency balances at the balance sheet date are translated at the exchange rates ruling on that date unless such assets or liabilities are covered by forward exchange contract for which, in that case, the forward exchange contract is used. Exchange gains and losses are included in determining income. Effect of Change to Managed Float System The Company recognized the total effect on exchange from change to the managed float system for the periods as loss from using the managed float system in the statement of income. Income Taxes Income taxes are calculated on accounting profit and income taxes are paid based on the installment method. The difference between the financial statements carrying amounts and income taxes paid each period is recognized as deferred income taxes or accrued income taxes in the balance sheets. Earnings (loss) per Share Earnings (loss) per share are computed by dividing the net income (loss) by the weighted average number of shares outstanding and fully paid for 1998 and by the number of shares outstanding at the end of the period for 1997. NOTE 5 - CASH AND CASH EQUIVALENTS Cash and cash equivalents consisted of : (Amounts : Thousand Baht) Consolidated September 30,1998 June 30,1998 December 31,1997 Baht Baht Baht Cash and cash at banks 56,909 161,513 11,113 Short term investments-fixed deposits 3,482 - 133,501 Less Bank overdrafts (117,467) (128,338) (113,297) Short-term investments-fixed deposits with commitment (3,482) - - Cash and cash equivalents (60,558) 33,175 31,317 The Company September 30,1998 June 30,1998 December 31,1997 Baht Baht Baht Cash and cash at banks 9,768 76,833 7,495 Short term investments-fixed deposits 1,970 - 95,001 Less Bank overdrafts (55,258) (80,833) (67,170) Short-term investment-fixed deposits with commitment (1,970) - - Cash and cash equivalents (45,490) (4,000) 35,326 NOTE 6 - ACCOUNT, NOTE RECEIVABLES AND UNBILLED COMPLETED WORK - NET Account, note receivables and unbilled completed work - net as at September 30, 1998 classified by the aging receivable are as follows: (Amounts : Thousand Baht) Consolidated The Company Unbilled completed work 102,558 8,522 1 - 3 months 17,162 8,011 3 - 6 months 2,255 4,398 6 -12 months 763 7,549 Over 12 months 5,104 5,605 Less Allowance for doubtful accounts ( 5,767) - Total 122,075 34,085 As at September 30, 1998 in the consolidated and the Company's financial statements, the Company has account receivables-related parties, the repayment of which in uncertain, amounting to Baht 3.86 million and Baht 18.90 million, respectively. 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 debts. However, the result is still not known. NOTE 7 - LOANS TO RELATED PARTIES As at September 30, 1998, 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 - 39.61 - 1 - 3 months - - 57.46 10.48 Over 3 - 6 months - - - - Over 6 -12 months - - - - Over 12 months - 0.33 462.23 - Total 5.00 0.33 559.30 10.48 As at September 30,1998, in the consolidated and the Company's financial statements, the Company has loans to related parties and interest receivable, the repayment of which is uncertain, amounting to Baht 5.33 million and 569.78 million, respectively. 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 - SURPLUS ON LAND REVALUATION In the fourth quarter of 1997, land under development for rent 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 Land under development for rent: Baht Baht Baht 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 September 30,1998 are as follows : ( Amounts in Thousand Baht ) Investments Deficit on Paid up Percentage of Cost Method Equity Method investments Subsidiaries Capital shareholding 1998 1998 1998 Sanpinyo Limited 11,000 99 % 14,490 - (6,055) Chanachai Limited 90,000 99 % 101,524 - (47,984) Jainad Limited 30,000 99 % 51,950 - (238,435) Prakarn Limited 1,000 99 % 1,000 - (16,414) Plus Property Management Limited 1,000 99 % 1,000 193 - Total investments in subsidiaries 169,964 193 (308,888) Related company Regency One Co., Ltd 200,000 10 % 20,000 - - Less Allowance for decline in value (1,357) - - Total investments in related companies-net 18,643 - - Total investments in related parties - net 188,607 193 (308,888) The Company's relationship with its related real estate subsidiaries is by shareholding and directors. NOTE 10 - ASSETS PLEDGED AS COLLATERAL 1. Land including existing construction and land for development of the parent company are pledged as collateral for loans from finance companies and banks. 2. Land including existing construction and leasehold of property development project of subsidiaries are pledged as collateral for loans from finance companies and banks 3. Certain land for development of subsidiaries are pledged with finance companies and banks as collateral for loans of the parent company and related parties. 4. Certain investments in securities of the parent company are pledged to secure loans from financial institutions NOTE 11 - LOSS ON TRANSFERRING ASSETS FOR DEBTS On June 8, 1998, the Company entered into an agreement with a domestic commercial bank regarding the repayment of debts. The bank agreed to transfer the credit facilities and the securities as described in the credit agreement, specifically in relation to a principal amount of Baht 187 million, including the pledged rights on land of Saladaeng 748 project, to a company which is a real estate credit management company under the Bank of Thailand policies. The Company transferred the guaranteed land totaling Baht 349 million to this company for repayment of debts. As a result, the Company has a loss on transfer of the real estate development projects for the debt payment in the amount of Baht 162.323 million. In the third quarter of 1998, the parent company, as guarantor, transferred certain rights of condominium, land under development, vehicle and furniture stated at Baht 690.64 million in settlement of the Company's debts amounting to Baht 446.12 million, causing, the Company to recognize a loss of to Baht 244.52 million. NOTE 12 - DEFAULT OF DEBTS As at September 30, 1998 and 1997 parent and subsidiary companies were in default of debts as follows; (Amounts in Thousand Baht) Principal Interest Payable 1998 1997 1998 1997 Parent company 1,085,744 84,698 212,067 60,257 Subsidiaries 70,000 - 59,704 18,594 Total 1,155,744 84,698 271,771 78,851 The Company is in the process of negotiating the extension of the period of loan agreements, restructuring debts and conditions of interest payment. NOTE 13 - COMMITMENTS AND CONTINGENCIES 1. As at September 30, 1998 the Company had commitments resulting from project construction agreements of Baht 472.63 million and Baht 138.03 million in the consolidated and the Company's financial statements, respectively, and from letters of guarantee issued by bank of Baht 9.01 million and Baht 1.97 million, in the consolidated and the Company's financial statements, respectively. 2. As at September 30, 1997 the Company had commitments resulting from project construction agreements of Baht 834 million and Baht 213 million in the consolidated and the Company's financial statements, respectively, and from letters of guarantee issued by bank of Baht 10.40 million and Baht 3.6 million, in the consolidated and the Company's financial statements, respectively. 3. The Company has a contingent liability arising from being sued by a customer who is demanding a refund of both principal and interest, of approximately Baht 1.36 million, as a result of a delay in completion of construction of a project being made later than what was stated in the contract. The litigation is under consideration of the court. As at September 30, 1998, no provision for any liability that may result from the lawsuit has been recognized in the financial statements. NOTE 14 - SHARE CAPITAL At the Ordinary Shareholders Meeting held on April 30, 1998, it was resolved to increase the share capital from 64,550,000 shares to 94,550,000 shares by issuing 30 million ordinary shares at Baht 10 par value totaling Baht 300 million to be totally 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 ofDirectors 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 Company's 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 the 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 Compan's 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 the increased share capital for sale totaling Baht 5 million divided into 500,000 ordinary shares of Baht 10 par value to a finance company. At the Board of Directors Meeting held on July 31, 1998, it was resolved to offer the 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 the increased share capital for sale in 1,222,438 ordinary shares of Baht 10 par value to a life insurance company in order to restructure the Company's debts. The Company registered the increased paid up share capital on August 7, 1998. And at the Board of Directors Meeting held on August 28, 1998, it was resolved to offer the increased share capital for sale in 137,023 ordinary shares of Baht 10 par value to a company in order to restructure the Company's debts. The Company registered the increased paid up share capital on September 4, 1998. NOTE 15 - RECLASSIFICATION Certain transactions in the 1997 financial statements are reclassified to conform with the 1998 financial statements. NOTE 16 - SEGMENT INFORMATION The operations of parent company and its subsidiaries were in the domestic real estate sector. No further segment information is necessary. NOTE 17 -YEAR 2000 COMPUTER COMPLIANCE (UNREVIEWED) In 1996, the Company commenced its plan to improve the computerized system in respect of resolving the Year 2000 compliance problem. The plan has been completed within the current period. The cost of remedying the problem has been approximately Baht 1.5 million and these cost have been recognized by the Company in the period in which they occur. Although the Company has remedied the problem before the time year 2000 occurs, the Company's operations would still remain at risk from other entities with which the Company undertakes business if those entities are unable to remedy their own problems in time.