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FINANCIAL STATEMENTS AND AUDITOR'S REVIEW REPORT SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES SECOND QUARTER ENDED JUNE 30, 2000 Auditor's Review Report To the Shareholders of Sansiri Public Company Limited: I have reviewed the consolidated balance sheet of Sansiri Public Company and subsidiaries as at June 30, 2000, and the related consolidated statements of income for each of the three- month and six-month periods ended June 30, 2000 and 1999, changes in shareholders' equity, deficit and cash flows for each of the six-month periods ended June 30, 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 and sixth paragraphs, 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 June 30, 2000, the parent company has outstanding receivables, accrued interest income and loans to subsidiaries with 99 percent of shareholding in the amount of 275.5 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 six-month period ended June 30, 2000, investment by equity method in an associated company of Baht 11.88 million, which was calculated based on the financial statements reviewed by other auditor and to which the share of profit was attributable in the amount of Baht 0.13 million, and the Company recognized unrealized gain on available securities for sale amounting to Baht 5.95 million. Investments in a fund of Baht 94.98 million was calaulated based on the financial statements for the year ended December 31, 1999 examined by the other auditor. The management informed me that the fund will arrange the financial statements at the year end only. The Company recognized loss of Baht 0.05 million and gain from capital reduction of this fund amounting to Baht 9.9 million and Baht 1.4 million in the first and second quarter of 2000, respectively. As at June 30, 1999, the net cost of property development which is expected to be higher than net sales or net realizable value in the amount of Baht 811.51 million and Baht 88.50 million in the consolidated and the Company's financial statements, respectively. The net realizable value of property development is expected to 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 . In addition, the Company has outstanding receivables, loans to subsidiaries with 99 percent of shareholding and interest receivable of Baht 593.12 million in the Company's financial statements which may not be collectible. The Company did not set up allowance for doubtful receivables in accordance with generally accepted accounting principles. In the consolidated and the Company's financial statements for the six - month period ended June 30, 1999, a share of profit in an associated company amounting to Baht 0.58 million, was based on financial information reviewed by other auditor. Except for the effect on the financial statements for the six-month period ended June 30, 2000 and 1999 from the matters as described in the third and fifth paragraphs and except for the effects of such adjustments, if any, as might have been necessary as described in the fourth and sixth paragraphs, 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, 10 and 21 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 six-month period ended June 30, 2000. The Company is also in default of principal and interest on bank overdrafts, loans and interest payable as described in Note 15 to the financial statements, including the interest due, part of which being negotiated with a financial institution. 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) For the six-month period ended June 30, 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 June 30, 2000, the parent company is in the process of the negotiation to settle debt with two construction creditors. The result of the negotiation is still unknown; the Company did not record the said liability in the book of the Company. 4) As described in Note 21 regarding subsequent event, the Company entered into an agreement to buy and sell land with the landowner that proceeds with sale of the land in the vicinity too. 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 comparison, 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, August 7, 2000 SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS (Amounts in Thousand Baht) Consolidated The Company June 30, 2000 December 31, 1999 June 30, 2000 December 31, 1999 ASSETS (Unaudited) (Audited) (Unaudited) (Audited) Cash on hand and at banks 156,720 135,703 134,738 128,900 Short - term investments : fixed deposits 183,629 12,200 173,757 2,427 Short - term investments : promissory notes - 427,182 - 427,182 Investments in securities - net 20,671 19,945 17,131 16,503 Accounts, notes receivable and unbilled completed work - net 11,495 6,175 23,020 22,729 Loans to related parties - net - - 436,767 304,872 Property development for sales - net 241,834 10,388 241,834 10,388 Other receivable - 5,000 - 5,000 Advance payment for construction 11,901 11,901 11,550 11,550 Interest receivable 971 6,730 14,604 20,347 Prepaid expenses 3,821 1,792 3,666 1,637 Advance receivables - net 7,517 90 4,256 3,221 Other current assets 5,253 4,437 2,692 1,731 Total Current Assets 643,812 641,543 1,064,015 956,487 ADVANCE FOR LAND - 20,000 - 20,000 INVESTMENTS IN RELATED PARTIES - NET 106,859 177,577 367,502 719,077 PROPERTY DEVELOPMENT FOR RENT - NET 709,342 872,592 55,053 53,700 LAND UNDER DEVELOPMENT FOR SALE AND RENT 11,184 773,376 - - LEASEHOLD, BUILDING AND EQUIPMENT - NET 434,492 433,261 429,260 427,458 OTHER ASSETS Deposits 27,205 30,212 23,944 26,323 Withholding tax 1,303 1,303 - - Total Other Assets 28,508 31,515 23,944 26,323 Total Assets 1,934,197 2,949,864 1,939,774 2,203,045 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS (Amounts in Thousand Baht) Consolidated The Company June 30, 2000 December 31, 1999 June 30, 2000 December 31, 1999 LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited) (Audited) (Unaudited) (Audited) CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 117,239 757,787 17,031 627,550 Accounts payable - construction 5,007 4,223 978 195 Decoration payables - 470 - - Current portion of long-term debts 227,605 338,697 - - Construction retention 219 104 158 43 Loan from related companies - - 455,865 - Deposits and advance received from customers 13,021 9,026 7,530 7,123 Interest payables 200,350 363,415 - 158,197 Accrued expense 19,155 22,024 15,296 17,586 Provision for possible loss 34,109 34,109 20,717 20,717 Other current liabilities 16,255 18,193 9,242 14,606 Total Current Liabilities 632,960 1,548,048 526,817 846,017 DEFERRED LEASEHOLD REVENUE - BANN SANSIRI 744,753 760,712 - - DEPOSIT FOR BUILDING RENTAL 24,564 26,251 24,564 26,251 DEFICIT ON INVESTMENTS - - 1,127,797 973,697 ALLOWANCE FOR LOSS ON SUBSIDIARIES 268,999 262,937 - - OTHER LIABILITIES 4,612 5,035 3,886 4,309 Total Liabilities 1,675,888 2,602,983 1,683,064 1,850,274 SHAREHOLDERS' EQUITY Share capital Authorized share capital 1,329,414,381 ordinary shares, Baht 10 par value 13,294,144 13,294,144 13,294,144 13,294,144 Issued and paid-up share capital 275,031,678 and 254,934,878 ordinary shares, fully paid in 2000 and 1999, respectively 2,750,317 2,549,349 2,750,317 2,549,349 Premium on share capital 138,225 189,351 138,225 189,351 Minority interest 4,273 - - - Surplus on land revaluation - 592,240 - 592,240 Unrealized gain on available securities for sales 5,950 - 5,950 - Retained earnings (Deficit) Appropriated to legal reserve 11,280 11,280 11,280 11,280 Deficit (2,649,062) (2,989,449) (2,649,062) (2,989,449) Equity in parent company held by subsidiaries (2,674) (5,890) - - Total Shareholders' Equity 258,309 346,881 256,710 352,771 Total Liabilities and Shareholders' Equity 1,934,197 2,949,864 1,939,774 2,203,045 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE- MONTH PERIODS ENDED JUNE 30, 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 - 8,633 - - Revenues from leasehold right 7,979 7,979 - - Revenues from business management 25,010 18,773 14,691 11,109 Rental income 9,962 9,296 9,057 8,545 Interest and dividend income 3,008 1,204 2,934 7,140 Gain (loss) on investments (49,489) 2,140 256 - Income from capital reduction of associated company 1,369 - 1,369 - Revenues from contract cancellation - 590 - - Other income 83 7,128 1 667 Total Revenues (2,078) 55,743 28,308 27,461 EXPENSES Cost of sales and services 26,219 13,901 16,362 386 Leasehold and development cost written off 5,111 5,111 - - Selling and administrative expenses 210,723 94,114 29,522 40,656 Interest expenses 41,186 36,452 17,524 16,138 Directors' remuneration 970 - 970 - Total Expenses 284,209 149,578 64,378 57,180 Loss before net result from investments in subsidiary and associated companies, income tax and extraordinary items (286,287) (93,835) (36,070) (29,719) Net result from investments in subsidiary and associated companies 116 583 61,550 (75,518) Income tax (662) - - - Net profit (loss) before minority interest and extraordinary items (286,833) (93,252) 25,480 (105,237) Add minority interest in net loss 227 - - - Net profit (loss) before extraordinary items (286,606) (93,252) 25,480 (105,237) Extraodinary items - Gain (loss) on settlement of debts 482,664 (226,196) 170,578 (214,211) Net profit (loss) 196,058 (319,448) 196,058 (319,448) Basic earnings (loss) per share (Baht) (Note 4) Basic earnings (loss) before extraordinary items (1.07) (0.75) 0.10 (0.84) Extraordinary items 1.81 (2.39) 0.64 (2.30) Basic earnings (loss) per share 0.74 (3.14) 0.74 (3.14) See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE SIX - MONTH PERIODS ENDED JUNE 30, 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 - 74,462 - 15,734 Revenues from leasehold right 15,959 15,959 - - Revenues from business management 57,931 39,036 38,941 24,358 Rental income 19,995 18,502 18,185 17,304 Interest and dividend income 7,091 1,513 6,877 11,777 Gain (loss) on investments (49,489) 2,456 628 316 Income from capital reduction of associated company 11,250 - 11,250 - Revenues from contract cancellation - 7,249 - - Other income 1,354 8,164 1,106 988 Total Revenues 64,091 167,341 76,987 70,477 EXPENSES Cost of sales and services 41,862 68,676 24,954 13,435 Leasehold and development cost written off 10,223 10,223 - - Selling and administrative expenses 248,827 154,670 63,766 75,176 Interest expenses 59,744 103,931 24,474 65,791 Directors' remuneration 1,120 - 1,115 - Total Expenses 361,776 337,500 114,309 154,402 Loss before net result from investments in subsidiary and associated companies, income tax and extraordinary items (297,685) (170,159) (37,322) (83,925) Net result from investments in subsidiary and associated companies 85 583 157,930 (109,903) Income tax (662) - - - (more)