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FINANCIAL STATEMENTS AND AUDITOR'S REVIEW REPORT SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES FIRST QUARTER ENDED MARCH 31, 2000 Auditor's Review Report To the Shareholders of Sansiri Public Company Limited: I have reviewed the consolidated balance sheet of Sansiri Public Company Limited and subsidiaries as at March 31, 2000, and the related consolidated statements of income, changes in shareholders' equity, deficit and cash flows for each of the three-month periods ended March 31, 2000 and 1999, and the separate financial statements of Sansiri Public Company Limited for the same periods. The Company's management are responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to issue a report on these financial statements based on my review. Except as described in the fourth paragraph, I conducted my review in accordance with the standard on auditing applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit in accordance with generally accepted auditing standards. I have not performed an audit and, accordingly, I do not express an audit opinion. As at March 31, 2000, the parent company has outstanding receivables, loans to subsidiaries with 99 percent of shareholding and interest receivable of Baht 364 million in the Company's financial statements that may have the problem about the repayment. The Company did not set up allowance for doubtful receivables in accordance with generally accepted accounting principles. As described in Note 3 to the financial statements, in the consolidated and the Company's financial statements for the three-month period ended March 31, 2000, investments by equity method in two associated companies of Baht 6.4 million and Baht 118.51 million, which were calculated by using the equity method and to which the share of profit (loss) was attributable in the amount of Baht 0.02 million, according to the financial statements reviewed by other auditor and Baht (0.05) million was based on the financial statements for the year ended December 31, 1999 audited by the other auditor, respectively. In addition, the Company recognized gain from capital reduction of this associated company amounting to Baht 9.9 million in the first quarter of 2000. Except for the effect on the financial statements for the three-month period ended March 31, 2000 from the matter as described in the third paragraph and except for the effects of such adjustments, if any, as might have been necessary as described in the fourth paragraph, based on my review, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in conformity with generally accepted accounting principles. I draw attention to Note 1, 2, 3 and 10 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 three-month period ended March 31, 2000. The Company is also in default of principal and interest on bank overdrafts, loans and interest payable as described in Note 16 to the financial statements, including the interest due, part of which being negotiated with certain financial institutions. 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 are not successful in implementing the improvement plans. 2) For the three-month period ended March 31, 2000, the parent company has loans to subsidiaries resulting from converting interest payable into promissory notes amounting to Baht 78.94 million, are without interest. 3) As at March 31, 2000, the parent company is in the process of the negotiation to settle debt with two construction creditors. The result of the negotiation has still unknown; the Company did not record the said liability in the book of the Company. I have audited the consolidated financial statements of Sansiri Public Company Limited and subsidiaries for the year ended December 31, 1999 and the separate financial statements of the Company for the year then ended in accordance with generally accepted auditing standards and my report dated February 22, 2000 expressed a qualified opinion on those statements that I was unable to satisfy myself regarding bank overdraft and loan from financial institutions of Baht 770.72 million, construction payable of Baht 3.78 million in the consolidated financial statements, bank overdraft and loan from financial institutions of Baht 302.15 million in the Company's financial statements and value of investments in two associated companies amounting to Baht 6 million and Baht 178.93 million in the consolidated and the Company's financial statements. In addition, the Company did not set up allowance for doubtful accounts of receivables and loans to subsidiaries with 99 percent of shareholding and interest receivable of Baht 340.53 million in the Company's financial statements in accordance with generally accepted accounting principles. The accompanying consolidated balance sheet of the Company and subsidiaries as at December 31, 1999 and the separate balance sheet of the Company as at the same date, which have been presented for comparision, are parts of the financial statements on which I have audited and reported. I have not conducted any other audit procedures subsequent to the date of my report. Supot Singhasaneh Certified Public Accountant Registration Number 2826 KPMG Audit (Thailand) Limited Bangkok, May 11, 2000 SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS (Amounts in Thousand Baht) Consolidated The Company March 31,2000 December 31, 1999 March 31,2000 December 31, 1999 ASSETS (Unaudited) (Audited) (Unaudited) (Audited) CURRENT ASSETS Cash on hand and at banks 263,449 135,703 253,654 128,900 Short - term investments : fixed deposits 112,465 12,200 102,685 2,427 Short - term investments : promissory notes - 427,182 - 427,182 Investments in securities - net 20,377 19,945 16,875 16,503 Accounts, notes receivable and unbilled completed work - net 15,101 6,175 31,145 22,729 Loans to related parties - net - - 328,667 304,872 Property development for sales - net 219,045 10,388 219,045 10,388 Other receivable - 5,000 - 5,000 Receivable from capital reduction of associated company 33,590 - 33,590 - Advance payment for construction 11,901 11,901 11,550 11,550 Interest receivable 3,320 6,730 16,850 20,347 Prepaid expenses 2,451 1,792 2,399 1,637 Advance receivables - net 1,379 90 4,051 3,221 Other current assets 5,089 4,437 2,486 1,731 Total Current Assets 688,167 641,543 1,022,997 956,487 ADVANCE FOR LAND - 20,000 - 20,000 INVESTMENTS IN RELATED PARTIES - NET 124,927 177,577 666,380 719,077 PROPERTY DEVELOPMENT FOR RENT - NET 867,481 872,592 53,700 53,700 LAND UNDER DEVELOPMENT FOR SALE AND RENT 773,376 773,376 - - LEASEHOLD, BUILDING AND EQUIPMENT - NET 436,991 433,261 431,617 427,458 OTHER ASSETS Deposits 29,018 30,212 25,418 26,323 Withholding tax 1,303 1,303 - - Total Other Assets 30,321 31,515 25,418 26,323 Total Assets 2,921,263 2,949,864 2,200,112 2,203,045 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS (Amounts in Thousand Baht) Consolidated The Company March 31,2000 December 31, 1999 March 31,2000 December 31, 1999 LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited) (Audited) (Unaudited) (Audited) CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 649,781 757,787 549,660 627,550 Accounts payable - construction 4,223 4,223 195 195 Decoration payables - 470 - - Current portion of long-term debts 280,605 338,697 - - Construction retention 104 104 43 43 Deposit and advance received from customers 9,516 9,026 7,157 7,123 Interest payables 314,371 363,415 137,706 158,197 Accrued expense 22,274 22,024 18,065 17,586 Provision for possible loss 34,109 34,109 20,717 20,717 Other current liabilities 15,734 18,193 11,936 14,606 Total Current Liabilities 1,330,717 1,548,048 745,479 846,017 DEFERRED LEASEHOLD REVENUE - BANN SANSIRI 752,733 760,712 - - DEPOSIT FOR BUILDING RENTAL 24,307 26,251 26,122 26,251 DEFICIT ON INVESTMENTS - - 877,239 973,697 ALLOWANCE FOR LOSS ON SUBSIDIARIES 262,937 262,937 - - OTHER LIABILITIES 7,237 5,036 4,331 4,310 Total Liabilities 2,377,931 2,602,984 1,653,171 1,850,275 SHAREHOLDERS' EQUITY Share capital Authorized share capital 1,329,414,381 and 1,329,414,381 ordinary shares, Baht 10 par value in 2000 and 1999, respectively 13,294,144 13,294,144 13,294,144 13,294,144 Issued and paid-up share capital 265,031,678 and 254,934,878 ordinary shares, fully paid in 2000 and 1999, respectively 2,650,317 2,549,349 2,650,317 2,549,349 Premium on share capital 138,225 189,351 138,225 189,351 Surplus on land revaluation 592,240 592,240 592,240 592,240 Retained earnings (Deficit) Appropriated to legal reserve 11,279 11,279 11,279 11,279 Unappropriated (2,845,120) (2,989,449) (2,845,120) (2,989,449) Equity in parent company held by subsidiaries (3,609) (5,890) - - Total Shareholders' Equity 543,332 346,880 546,941 352,770 Total Liabilities and Shareholders' Equity 2,921,263 2,949,864 2,200,112 2,203,045 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE - MONTH PERIODS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED) (Amounts in Thousand Baht Consolidated The Company Except Basic Earnings (Loss) per Share) 2000 1999 2000 1999 REVENUES Revenues from project sales - 65,829 - 15,734 Revenues from leasehold right 7,980 7,980 - - Revenues from business management 32,921 20,263 24,250 13,249 Rental income 10,033 9,206 9,128 8,759 Interest and dividend income 4,083 309 3,943 4,637 Gain on investments - 316 372 316 Gain (loss) on settlement of debts 155,758 (12,267) 49,201 - Gain from capital reduction of associated company 9,881 - 9,881 - Revenues from contract cancellation - 6,659 - - Other income 1,271 1,036 1,105 321 Total Revenues 221,927 99,331 97,880 43,016 EXPENSES Cost of sales and services 15,643 54,775 8,592 13,049 Leasehold and development cost written off 5,112 5,112 - - - Selling and administrative expenses 38,104 60,556 34,244 34,520 Interest expenses 18,558 67,479 6,950 49,653 Directors' remuneration 150 - 145 - Total Expenses 77,567 187,922 49,931 97,222 Profit (loss) before net result from investments in subsidiary and associated companies and income tax 144,360 (88,591) 47,949 (54,206) Net result from investments in subsidiary and associated companies (31) - 96,380 (34,385) Income tax - - - - Net profit (loss) 144,329 (88,591) 144,329 (88,591) Basic earning (loss) per share (Baht) (Note 4) 0.55 (1.25) 0.55 (1.25) See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY FOR THE THREE - MONTH PERIODS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED) (Amounts in Thousand Baht) Consolidated The Company 2000 1999 2000 1999 Share capital Ordinary share capital Beginning balance 2,549,349 697,375 2,549,349 697,375 Addition during the periods 100,968 62,500 100,968 62,500 Ending balance 2,650,317 759,875 2,650,317 759,875 Premium on share capital Beginning balance 189,351 987,863 189,351 987,863 Deduction during the periods (51,126) (31,250) (51,126) (31,250) Ending balance 138,225 956,613 138,225 956,613 Surplus on land revaluation Beginning balance 592,240 641,220 592,240 - Addition (Deduction) during the periods - (19,630) - 621,590 Ending balance 592,240 621,590 592,240 621,590 Retained earnings (Deficit) Appropriated - legal reserve Beginning balance 11,279 11,279 11,279 11,279 Addition(deduction) during the periods - - - - Ending balance 11,279 11,279 11,279 11,279 Unappropriated Beginning balance (2,989,449) (1,695,896) (2,989,449) (1,695,896) Addition (deduction) during the periods - net profit (loss) 144,329 (88,591) 144,329 (88,591) Ending balance (2,845,120) (1,784,487) (2,845,120) (1,784,487) Equity in parent company held by subsidiaries Beginning balance (5,890) (6,804) - - Addition during the periods - (103) - - Deduction during the periods - adjust securities to be fair value 2,281 498 - - Ending balance (3,609) (6,409) - - Total shareholders' equity 543,332 558,461 546,941 564,870 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF DEFICIT FOR THE THREE - MONTH PERIODS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED) (Amounts in Thousand Baht) Consolidated The Company 2000 1999 2000 1999 DEFICIT Beginning balance (2,989,449) (1,695,896) (2,989,449) (1,695,896) Less Appropriation: - legal reserve - - - - - dividend - - - - Net profit (loss) for the periods 144,329 (88,591) 144,329 (88,591) Total Deficit (2,845,120) (1,784,487) (2,845,120) (1,784,487) APPROPRIATED RETAINED EARNINGS: Legal reserve 11,279 11,279 11,279 11,279 Total Appropriated Retained Earnings 11,279 11,279 11,279 11,279 Total Deficit (2,833,841) (1,773,208) (2,833,841) (1,773,208) See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE THREE - MONTH PERIODS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED) (Amounts in Thousand Baht) Consolidated The Company 2000 1999 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES : (more)