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FINANCIAL STATEMENTS AND AUDITOR'S REVIEW REPORT SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES THIRD QUARTER ENDED SEPTEMBER 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 September 30, 2000, and the related consolidated statements of income for each of the three-month and nine-month periods ended September 30, 2000 and 1999, changes in shareholders' equity, deficit and cash flows for each of the nine-month periods ended September 30, 2000 and 1999, 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 financial statements. My responsibility is to issue a report on these financial statements based on my review. Except as described in the third and fifth 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 provide 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 discussed in Note 3 to the financial statements, in the consolidated and the Company's financial statements for the nine-month period ended September 30, 2000, investments by equity method in an associated company of Baht 11.72 million, which were calculated based on the financial statements reviewed by other auditor and to which the share of loss was attributable in the amount of Baht 0.03 million, and the Company recognized unrealized gain on available securities for sale amounting to Baht 5.95 million. Investments in mutual fund in the amount of Baht 62.74 million was calculated based on the financial statements for the nine-month period ended September 30, 2000, prepared by the management and not reviewed by an auditor and to which the share of profit was attributable in the amount of Baht 54.06 million, The management informed me that the fund will arrange the audited financial statements at the year end only. As at September 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 805.62 million and Baht 88.51 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 609.8 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 nine-month period ended September 30, 1999, the investments in two associated companies at cost value 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 0.49 million, according to the financial statements reviewed by other auditor and (7.75) million derived from operations amounting to Baht (0.61) million, and the higher actual paid value than book value, amounting to Baht (7.14) million, was based on financial statements prepared by the management and not reviewed by an auditor, respectively. Except for the effect on the financial statements for the nine-month period ended September 30, 2000 and 1999 from the matters as described in the fourth paragraph and 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 and fifth 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 Notes 1, 2, and 3 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 nine-month period ended September 30, 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) For the nine-month period ended September 30, 2000, the parent company has loans to subsidiaries resulting from converting interest payable into promissory notes amounting to approximately Baht 78.94 million, are without interest. 3) The offsetting and forgiveness of debts between the parent company and its subsidiaries. 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 loans from financial institutions of Baht 770.72 million, construction payable of Baht 3.78 million in the consolidated financial statements, bank overdraft and loans 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, November 3, 2000 SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS (Amounts in Thousand Baht) Consolidated The Company September 30, 2000 December 31, 1999 September 30, 2000 December 31, 1999 ASSETS (Unaudited) (Audited) (Unaudited) (Audited) CURRENT ASSETS Cash on hand and at banks 141,262 135,703 124,959 128,900 Short - term investments : fixed deposits 144,307 12,200 133,520 2,427 Short - term investments : promissory notes - 427,182 - 427,182 Investments in securities - net 20,774 19,945 17,382 16,503 Accounts, notes receivable and unbilled completed work - net 9,792 6,175 4,401 22,729 Loans to related parties - net - - 3,000 304,872 Property development for sales - net 333,771 10,388 333,891 10,388 Accounts receivable from capital reduction 25,000 - 25,000 - Other receivable - 5,000 - 5,000 Advance payment for construction 1,604 11,901 1,604 11,550 Interest receivable 1,706 6,730 1,696 20,347 Prepaid expenses 1,786 1,792 1,654 1,637 Advance receivables - net 6,280 90 3,325 3,221 Other current assets 6,690 4,437 3,635 1,731 Total Current Assets 692,972 641,543 654,067 956,487 ADVANCE FOR LAND - 20,000 - 20,000 INVESTMENTS IN RELATED PARTIES - NET 74,455 177,577 333,626 719,077 PROPERTY DEVELOPMENT FOR RENT - NET 668,759 872,592 71,632 53,700 LAND UNDER DEVELOPMENT FOR SALE AND RENT - 773,376 - - LEASEHOLD, BUILDING AND EQUIPMENT - NET 436,715 433,261 426,376 427,458 OTHER ASSETS Deposits 26,989 30,212 23,784 26,323 Others 1,931 1,303 628 - Total Other Assets 28,920 31,515 24,412 26,323 Total Assets 1,901,821 2,949,864 1,510,113 2,203,045 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS (Amounts in Thousand Baht) Consolidated The Company September 30, 2000 December 31, 1999 September 30, 2000 December 31, 1999 LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited) (Audited) (Unaudited) (Audited) CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 95,728 757,787 2,176 627,550 Accounts payable - construction 7,307 4,223 7,307 195 Decoration payables - 470 - - Current portion of long-term debts 196,052 338,697 - - Construction retention 2,149 104 2,149 43 Loan from subsidiaries - - 240,033 - Deposits and advance received from customers 9,408 9,026 7,429 7,123 Other payables 18,610 - 18,610 - Interest payables 216,742 363,415 470 158,197 Accrued expense 32,573 23,779 26,156 20,539 Provision for possible loss 28,502 34,109 20,717 20,717 Other current liabilities 12,297 16,438 4,180 11,653 Total Current Liabilities 619,368 1,548,048 329,227 846,017 DEFERRED LEASEHOLD REVENUE - BANN SANSIRI 736,774 760,712 - - DEPOSIT FOR BUILDING RENTAL 24,696 26,251 24,696 26,251 DEFICIT ON INVESTMENTS - - 656,707 973,697 ALLOWANCE FOR LOSS ON SUBSIDIARIES 19,467 262,937 - - OTHER LIABILITIES 4,901 5,035 4,156 4,309 Total Liabilities 1,405,206 2,602,983 1,014,786 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 3,343 - - - 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 (2,410,445) (2,989,449) (2,410,445) (2,989,449) Equity in parent company held by subsidiaries (2,055) (5,890) - - Total Shareholders' Equity 496,615 346,881 495,327 352,771 Total Liabilities and Shareholders' Equity 1,901,821 2,949,864 1,510,113 2,203,045 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE- MONTH PERIODS ENDED SEPTEMBER 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 - 2,059 - (365) Revenues from leasehold right 7,980 7,980 - - Revenues from business management 25,601 22,144 14,141 13,537 Rental income 8,752 9,638 8,905 8,954 Interest and dividend income 2,422 8,441 21,296 10,909 Gain (loss) on investments (5,955) (520) 251 439 Income from capital reduction of associated company (11,250) - (11,250) - Gain (loss) from construction contract cancellation (8,182) 42,276 (11,550) 42,276 Other income 375 (3,339) 190 1,077 Total Revenues 19,743 88,679 21,983 76,827 EXPENSES Cost of sales and services 15,793 13,779 11,798 (16) Leasehold and development cost written off 5,112 5,112 - - Selling and administrative expenses (24,990) 23,532 17,673 41,215 Interest expenses 16,392 39,669 471 22,261 Directors' remuneration 485 150 485 150 Total Expenses 12,792 82,242 30,427 63,610 Loss before net result from investments in subsidiary and associated companies, income tax and extraordinary items 6,951 6,437 (8,444) 13,217 Net result from investments in subsidiary and associated companies 53,943 (709) 503,562 (16,723) Income tax (497) - - - Net profit (loss) before minority interest and extraordinary items 60,397 5,728 495,118 (3,506) Add minority interest in net loss 930 - - - Net profit (loss) before extraordinary items 61,327 5,728 495,118 (3,506) Extraodinary items - Settlement of debts - related parties 230,533 - (261,466) - - Gain (loss) on settlement of debts - others (53,243) 6,897 4,965 16,131 Net profit (loss) 238,617 12,625 238,617 12,625 Basic earnings (loss) per share (Baht) (Note 4) Basic earnings (loss) before extraordinary items 0.24 0.71 1.83 0.74 Extraordinary items 0.63 0.98 (0.96) 0.95 Basic earnings (loss) per share 0.87 1.69 0.87 1.69 See notes to financial statements SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE NINE - MONTH PERIODS ENDED SEPTEMBER 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 - 76,521 - 15,369 Revenues from leasehold right 23,939 23,939 - - Revenues from business management 83,532 61,180 53,082 37,895 Rental income 28,747 28,140 27,090 26,258 Interest and dividend income 9,513 9,954 28,173 22,686 Gain (loss) on investments (55,444) 1,936 879 755 Revenues from contract cancellation - 7,249 - - Gain (loss) from construction contract cancellation (8,182) 42,276 (11,550) 42,276 Other income 1,729 4,825 1,296 2,065 Total Revenues 83,834 256,020 98,970 147,304 EXPENSES Cost of sales and services 57,655 82,455 36,752 13,419 Leasehold and development cost written off 15,335 15,335 - - Selling and administrative expenses 223,837 178,202 81,439 116,391 Interest expenses 76,136 143,600 24,945 88,052 Directors' remuneration 1,605 150 1,600 150 Total Expenses 374,568 419,742 144,736 218,012 Loss before net result from investments in subsidiary and associated companies, income tax and extraordinary items (290,734) (163,722) (45,766) (70,708) Net result from investments in subsidiary and associated companies 54,028 (126) 661,492 (126,626) Income tax (1,159) - - - Net profit (loss) before minority interest and extraordinary items (237,865) (163,848) 615,726 (197,334) Add minority interest in net loss 1,157 - - - Net profit (loss) before extraordinary items (236,708) (163,848) 615,726 (197,334) Extraordinary items - Settlement of debts - related parties 230,533 - (261,466) - - Gain (loss) on settlement of debts - others 585,179 (231,566) 224,744 (198,080) Net profit (loss) 579,004 (395,414) 579,004 (395,414) Basic earnings (loss) per share (Baht) (Note 4) (more)