/S FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

19 March 1998
CONSOLIDATED 1996 Company's name Type of Relationships Authorized Share Investments Book value**Dividend Business share capital holding Cost Equity (Million Baht) % method method Investments-other company: Khonkaenland Development Group Co., Ltd. Real Estate Hold shares 250.0 2.00 5,000,000 - 5,000,000 - ========= ========= ========= ========= ** As of December 31, 1997 and 1996, the aggregated book value, based on the latest audited financial statements of subsidiary compaies and the latest unaudited financial statements of associated and other companies. 1997 Company's name Type of Relationships Authorized Share Investments Book value** Dividend Business share capital holding Cost Equity (Million Baht) % method method Investments-related companies: Subsidiary companies: Bang Plee View Co., Ltd. Real Estate hold shares 10.0 99.99 12,963,000 (37,966,329) (29,055,008) - Ban Suk Sabai Co., Ltd. " " 2.0 99.98 1,000,000 (16,865,280) (16,865,280) - Total Liabilities occur from the investments in related companies 13,963,000 (54,831,609)*(45,920,288) - =========== =========== =========== ======= World time Holding Co., Ltd. Resl Estate hold shares 15.0 99.99 60,000,000 173,139,054 131,756,517 - Bannsiam Co., Ltd. " " 120.0 99.99 102,000,000 99,768,295 102,000,000 - Continental City Co., Ltd. " " 40.0 99.99 42,783,506 13,508,386 (8,189,416) - Wipa View Co., Ltd. " " 200.0 99.99 198,493,000 9,164,474 (11,325,381) - Research & Consultant Co., Ltd. " " 10.0 64.99 1,625,000 201,178 201,177 - Total 404,901,506 295,781,387 214,442,897 - Associated company: N.K. Energy Conservation Light weight Co., Ltd. wall panel hold shares 6.5 49.96 3,247,400 3,247,400 2,869,422 - Total Investments-related cumpanies 408,148,906 299,028,787 217,312,319 - =========== =========== =========== ======= B A H T THE COMPANY ONLY 1997 Company's name Type of Relationships Authorized Share Investments Book value** Dividend Business share capital holding Cost Equity (Million Baht) % method method Investment-other company: Khonkaenland Development Group Co., Ltd. Real Estate hold shares 250.0 2.0 5,000,000 - 4,760,436 - =========== =========== ============ ======== * These are liabilities of the parent company which has guaranteed on the amount of deficiency over the capital of the related companies. ** As of December 31, 1997 and 1996, the aggregated book value, based on the latest audited financial statements of subsidiary companies and the latest unaudited financial statements of associated and other companies. B A H T THE COMPANY ONLY 1996 Company's name Type of Relationships Authorized Share Investments Book value** Dividend Business share capital holding Cost Equity (Million Baht) % method method Investments- related companies: Subsidiary company: Ban Suk Sabai Co.,Ltd. Real Estate hold shares 2.0 99.98 1,000,000 (6,579,304)* (6,579,304) - Total Liabilities occur from the investment in related company 1,000,000 (6,579,304) (6,579,304) - =========== =========== =========== ======= World time Holding Co., Ltd. Real Estate hold shares 15.0 99.99 60,000,000 148,966,664 102,401,145 - Bannsiam Co., Ltd. " " 120.0 99.99 102,000,000 100,187,843 102,000,000 - Continental City Co., Ltd. " " 40.0 99.99 42,783,506 65,410,607 40,399,972 - Wipa View Co., Ltd. " " 200.0 99.99 198,493,000 229,464,729 205,529,772 - Bang Plee View Co., Ltd. " " 10.0 99.99 12,963,000 9,998,260 13,256,354 - Total Investments- related companies 416,239,506 554,028,103 463,587,243 - =========== =========== =========== ======= Investment-other Company: Khonkaenland Development Group Co., Ltd Real Estate hold shares 250.0 2.0 5,000,000 - 5,000,000 - =========== =========== =========== ======= * These are liabilities of the parent company which has guaranteed on the amount of deficiency over the capital of the related companies. ** As of December 31, 1997 and 1996, the aggregated book value, based on the latest audited financial statements of subsidiary companies and the latest unaudited financial statements of associated and other companies. 13. LAND BANK B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 Land cost 404,670,327 558,063,156 107,281,510 252,651,510 Capitalized interest 297,765,546 266,907,775 9,877,277 32,033,279 Other expenses 45,748,381 95,451,298 3,802,202 52,634,370 Total 748,184,254 920,422,229 120,960,989 337,319,159 ============= ============= ============= ============= 14. PROPERTY,PLANT AND EQUIPMENT - NET B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 Land 97,468,232 75,624,844 26,532,000 26,532,000 Building and building improvement 14,163,722 14,042,858 - - Infrastructure 93,922,130 88,597,266 68,971,428 68,971,428 Furniture and fixtures 23,954,581 21,681,108 19,430,602 18,994,072 Office equipment 18,752,984 17,281,199 14,254,802 13,445,590 Vehicles 6,849,793 6,329,957 5,567,200 5,567,200 Clubhouse and sport club 21,439,188 21,253,738 21,439,188 21,253,738 Construction in progress 28,657,557 24,310,098 11,031,314 9,657,302 Machinery and equipment 653,698 - - 164,421,330 Total 305,861,885 269,121,068 167,226,534 164,421,330 Less Accumulated depreciation (67,117,092) (47,481,205) (45,669,585) (31,379,297) Property,Plant and Equipment-Net 238,744,793 221,639,863 121,556,949 133,042,033 ============= ============= ============= ============= Depreciation charge for the year 19,405,887 19,443,289 14,112,895 14,995,277 ============= ============= ============= ============= Depreciation charge for the year 1997 and 1996 are included in determining earnings. 15. BANKS OVERDRAFTS AND LOANS FROM FINANCIAL INSTITUTIONS B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 Banks overdrafts 39,362,810 13,406,816 16,235,549 2,012,794 Loans from foreign banks (US$ 1,942,000 in 1997 and 1996) 92,353,752 49,637,520 - - Short-term loans - financial institutions - Notes payable 122,119,452 46,000,000 23,722,012 10,000,000 - Loans 107,550,500 205,280,000 107,550,500 205,280,000 Total 361,386,514 314,324,336 147,508,061 217,292,794 ============= ============= ============= ============= In the consolidated financial statements The company and its subsidiaries have credit lines with local banks of Baht 43.46 million which are secured by the mortgage of land bank and land development in 1997, and the amounts of Baht 45 million are secured by the mortgage of land bank and land development and guaranteed by a director and other persons in 1996. The company and its subsidiaries have credit line with foreign banks of US$ 1.94 million with interest rate at 0.70% plus SIBOR in 1997 and interest rate at 0.45% plus SIBOR in 1996 and aval by a local bank. Notes payable are promissory notes at term and callable promissory note with interest at the rate of 16.25% - 18.00% per annum in 1997, which are secured by the mortgage of land bank, land development, together with the guaranteed by a director and the rate of 14.25% - 15.00% per annum in 1996, which are guaranteed by a director. Loans are loans from a local financial institution with interest at the rate of 19.50% per annum in 1997 which are secured by the mortgage of land development, together with the guaranteed by a director and the rate of 8.625% - 10.50% per annum in 1996. These loans are secured by notes receivable and mortgaged land development. In the company's financial statements The company has credit lines with local banks the amounts of Baht 18.65 million in 1997 and Baht 20 million in 1996 which are secured by the mortgage of land development. Notes payable are promissory notes at term with interest at the rate of 18.00% per annum in 1997 which are secured by the mortgage of land bank and the rate of 14.25% - 15.00% per annum in 1996, which are guaranteed by a director. Loans are loans from a local financial institution with interest at the rate of 19.50% per annum in 1997, which are secured by the mortgage of land development, a related company's land development and guaranteed by a director and the rate of 8.625% - 10.50% per annum in 1996. These loans are secured by notes receivable and mortgaged land development. 16. DEFERRED INCOME TAX AND INCOME TAX B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 Income tax for the year - Per tax 2,275,593 - - - ============= ============= ============= ============= Income tax for the year - Per book 12,760,103 45,765,790 - 3,618,805 ============= ============= ============= ============= Deferred income tax - Beginning 96,030,869 48,965,720 38,231,398 33,313,234 Adjustment for the year 10,484,446 47,065,149 - 4,918,164 Deferred income tax - End of year 106,515,315 96,030,869 38,231,398 38,231,398 ============= ============= ============= ============= 17. LONG-TERM LOANS In the consolidated financial statements, long-term loans are loans from local banks and local financial institutions with interest at the rate of 9.5625%-18.00% per annum in 1997 and 9.525% - 15.00% per annum in 1996. These loans are repayable from 1996 to 1999. On April 2, 1997 the loan due in 1996 has been approved to extend the payment due date to November 30, 1997. However, on December 31, 1997 the loan has not been paid, and is in the process to get further payment extension. In the company' s financial statements, long-term loans are loans from local financial institutions comprised of four agreements in 1997 and three agreements in 1996. These loans are repayable 1998 - 1999. The repayable of these loans is dependent upon the release of mortgage by the Company for the transfer of land to the customers and interest are payable in every month. B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 Term of payment - To release the mortgaged title deeds for transfer of land to the customers 1,319,567,035 1,061,968,000 479,241,961 261,240,000 - All loans in 1996 202,170,000 202,170,000 - - Total 1,521,737,035 1,264,138,000 479,241,961 261,240,000 Less Current portion - long-term loans (847,519,235) (323,267,000) (185,472,161) - - long payable expected to be refinance in 1997 (Note 18) (59,269,800) - (59,269,800) - Total (906,789,035) (323,267,000) (244,741,961) - Long-term Loans - Net 614,948,000 940,871,000 234,500,000 261,240,000 ============= ============= ============= ============= In the consolidated financial statements, these loans are secured by the mortgage of land, land development, land bank and plant, together with the guaranteed of a related company in 1997, and are secured by the mortgage of land development, land bank and are guaranteed by a director and other persons in 1996. In the company's financial statements, these loans are secured by the mortgage of land development, a related company's land development in 1997 and secured by the mortgage of land bank, land development and a related company's land development in 1996. 18. LOAN PAYABLE EXPECTED TO BE REFINANCED IN 1997 On February 25, 1997, the company has arranged a financing agreement with its financier to extend the due date of its short-term loan (total Baht 90 million) to be dued in June 30, 1998 of which are secured by the same collaterals as the long term loans. B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 - Principle in Baht, bearing interest rate at 16.50% p.a. in 1997 and the rate of 13.75% in 1996 59,269,800 33,970,000 59,269,800 33,970,000 - US$ 1 million,bearing interest rate at 9.61875% p.a. - 25,660,000 - 25,660,000 Total 59,269,800 59,630,000 59,269,800 59,630,000 Less Current portion (Note 17) (59,269,800) - (59,269,800) - Loan payable expected to be refinanced in 1997 - 59,630,000 - 59,630,000 ============== ============ ============= ============= 19. CURRENT PORTION OF LONG-TERM BOND At the extraordinary meeting of the shareholders on June 6, 1994, the shareholders approved to issue the 4-year non-convertible bond of Baht 500 million at par value of Baht 1,000.00 each with interest at the rate of 8.00% per annum. Interest will be paid semi-annually. The bond is dued in 1998. In the case that, the company is not able to list in The Stock Exchange of Thailand before 1998, the bond interest rate shall be increased to 15.00% per annum retroactively from the bond issuing date. The rate used in the consolidated financial statements is 8.00% per annum. (More)