SET Announcements

92,221,977 103,327,712 38,231,398 38,231,398 ============= ============= ============= ============= 24. LONG-TERM LOANS In the consolidated financial statements, in 1999, long - term loans are loans from local banks.these loans are repayable from 1997-2001. and in 1998, long-term loans are loans from banks, local financial institutions and a foreign financial institution.These loans are repayable from 1996 to 1999. The repayable of these loans depends upon the release of mortgage by the company for the transfer of land to the customers. In the company' s financial statements, long-term loans are loans from local financial institutions and a foreign financial institution comprised of four agreements. These loans are repayable from 1998 to 1999. The repayable of these loans depends upon the release of mortgage by the Company for the transfer of land to the customers. B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 - Principal in Baht In the consolidated financial statements, bearing interest at the rate of 5.00%- 14.50% in 1999 and 12.25%-18.00% p.a. in 1998 In the company's financial statements, bearing interest at the rate of 12.50%- 15.75% p.a. in 1998 381,457,973 1,001,700,906 - 458,615,088 Loan, principal in US dollar were coverted into Baht Loan in 1997 with no interest rate - 28,436,585 - 28,436,585 - Principal in US dollar US$ 8 million bearing interest at the the rate of 3.50% plus SIBOR in 1997, on December 4, 1998, a subsidiary company's loan, principal in US dollar had converted into Baht Loan, bering interest at the rate of 18.00% p.a - 291,200,000 - - Total 381,457,973 1,321,337,491 - 487,051,673 Less Current portion (49,290,394) (622,046,048) - (231,393,230) Overdue current portion (202,170,000) (699,291,443) - (255,658,443) Long-term Loans - Net 129,997,579 - - - ============= ============= ========= ============= In the consolidated financial statements These loans are secured by the mortgage of land, land development, land bank and plant. In 1999, a portion of the decrease overdued loans, amounted to Baht 497.12 million was included in the debts restructuring. In the company's financial statements These loans are secured by the mortgage of land development, a related company's land development in 1998. In 1999, the total overdued amount of Baht 255.66 million was included in the debts restrueturing. 25. SHARE CAPITAL AND CONVERTIBLE BONDS At the extraordinary meeting of the shareholders on September 14, 1999 and the board of directors meeting on February 16, 2000, the meeting had passed the resolutions to increase the authorized share capital from Baht 550.00 million(55.00 million ordinary shares of Baht 10.00 each) to Baht 6,937.50 million (693.75 million ordinary shares of Baht 10.00 each),of which had been approved by the Ministry of Commerce on September 29, 1999. The meeting had also approved the following. 1) 36.00 million shares are to be offered to Lehman Brothers Holding Inc. and/or other person who has been decided by Lehman Brothers Holding Inc.at Baht 6.00 each. 2) 2.75 million shares for the exercise of warrants to the directors and employees of the company and its subsidiaries at Baht 6.00 each. 3) 66.50 million shares for the conversion of bonds. 4) 533.50 million shares are to be offered to the shareholders, public,and specific investors at a minimum price of Baht 10.00 per share. In addition, the shareholders had approved a resolution to issue and offer 2.75 million units 5 years warrants to directors and employees of the company and it's subsidiaries with no exercise price being stated. One unit of warrant is entitled to buy one ordinary share at Baht 6.00 each. The board of directors had also approved a resolution for the company to issue 0.75 million new convertible bonds to specific investors and/or institution and foreign investors at Baht 1,000.00 with the minimum interest rate of MLR per annum. The said convertible bonds are to be dued and converted within 5 years. The minimum conversion price is Baht 15.00 per 1 ordinary common share. During the year 1999, the Company had registered with the Ministry of commerce stated that the company had issued the additional share capital as follow : ISSUED AND FULLY PAID SHARE CAPITAL During October - December, 1999 SHARES BAHT - Issued to shareholders 78,606,513 786,065,130 - Issued to convertible bonds holder 12,750,000 127,500,000 Total 91,356,513 913,565,130 ============= ============= 26. GAIN (LOSS) FROM THE CONCELLED CONTRACTS In 1999 and 1998, the company and its subsidiary had concelled some of the sale contracts, the sales and cost of sales from these contracts had been recognized. The Company had recorded the amount seized from the cancelled contract as follow : B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Total value of the cancelled contracts 472,472,243 422,035,280 151,694,450 136,758,000 ============= ============= ============= ============= Sales (457,661,177) (414,414,453) (149,219,615) (133,403,870) Cost of sales 381,651,457 314,197,648 122,581,246 95,430,454 (76,009,720) (100,216,805) (26,638,369) (37,973,416) Less the amount seized from the cancelled contracts 112,763,679 54,384,063 25,460,031 24,594,959 Ggain (loss) from the caancelled contracts - net 36,753,959 (45,832,742) (1,178,338) (13,378,457) ============= ============= ============= ============= 27. LOSS FROM DISPOSITION OF REAL ESTATE UNDER DEBTS RESTRUCTURING AGREEMENTS B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 Book value - Real estate development cost 9 1,066,660,507 - 557,428,795 - - Land bank 15 404,530,190 - - - 1,471,190,697 - 557,428,795 - Transfered price-per debts Restructuring agreement - Real estate development cost (709,974,876) - (295,038,913) - - Land bank (116,929,982) - - - 30 (826,904,858) - (295,038,913) - Loss from Disposition of Real Estate under Debts Restructuring Agreements 644,285,839 - 262,389,882 - ============= =========== ============= ============ 28. LOSS FROM IMPAIRMENT OF ASSETS B A H T CONSOLIDATED APPRAISAL VALUE LOSS FROM BOOK VALUE BY INDEPENDENE* IMPAIRMENT VALUE IN 1999 LAND 53,975,330 24,000,422 29,974,908 LAND BANK 539,316,470 254,670,577 284,645,893 593,291,800 278,670,999 314,620,801 ============= =============== ============ B A H T THE COMPANY ONLY APPRAISAL VALUE LOSS FROM BOOK VALUE BY INDEPENDENT IMPAIRMENT VALUE IN 1999 LAND BANK 159,068,207 79,871,000 79,197,207 29. CONSOLIDATED INCOME STATEMENTS FOR FOURTH QUARTER The operating results for last quarters of the years are as follows : B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 REVENUES Sales 60,128,489 65,784,846 12,005,297 10,529,251 Income from construction 207,512 6,044,259 - 4,156,950 Sales and service 1,237,043 5,188,187 - - Sales - machinery - 1,070,822 - - Other income - Deferred income tax write off11,108,311 - - - - Gain on convertible bonds 75,143,562 - 75,143,562 - - Management fee - - 2,415,546 2,775,986 - Gain on exchange rate - 24,589,600 - - - Interest income 1,396,213 4,274,355 10,591,434 16,454,766 - Others 2,226,763 3,095,628 1,055,205 1,755,448 Total Revenues 151,447,893 110,047,697 101,211,044 35,672,401 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 EXPENSES Cost of sales 185,607,890 89,753,927 56,702,041 2,102,184 Cost of construction (586,706) 8,347,541 (649,484) 7,559,173 Cost of sales and services 588,840 1,235,062 - - Cost of sales - machinery - 993,329 - - Selling and administrative expenses 32,964,003 36,504,403 22,284,832 19,265,926 Loss from the cancelled contracts 14,547,447 33,231,476 6,735,699 396,855 Loss from disposition of real estate under debts restructuring agreement 466,915,496 - 100,469,714 - Loss on impairment of assets 314,620,801 - 79,197,207 - Promotion expenses write off - 86,804,176 - 22,614,751 Pre-operating expenses and deferred charges write off - 84,157,141 - 42,990,562 Loss from subsidiary companies under equity mentod - - 296,224,630 311,224,021 Interest expenses 97,839,182 223,169,986 82,577,152 84,823,127 Total Expenses 1,112,496,953 564,197,041 643,541,791 490,976,599 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 LOSS BEFORE EXTRAORDINARY ITEM AND MINORITY INTERESTS (961,049,060) (454,149,344) (542,330,747) (455,304,198) EXTRAORDINARY ITEM - Gain(loss)from restructures debts 272,186,787 - (146,411,336) - NET LOSS (688,862,273) (454,149,344) (688,742,083) (455,304,198) MINORITY INTERESTS IN NET LOSS 120,190 (1,154,854) - - NET LOSS (688,742,083) (455,304,198) (688,742,083) (455,304,198) ============= ============= ============= ============= LOSS PER SHARE : LOSS BEFORE EXTRAORDINARY ITEM (15.63) (8.28) (8.82) (8.28) EXTRAORDINARY ITEM - Gain(loss)from restructures debts 4.43 - (2.38) - NET LOSS (11.20) (8.28) (11.20) (8.28) ============= ============= ============= ============= 30. EXTRAORDINARY ITEM-GAIN (LESS) FROM RESTRUCTURED DEBTS For the period September 17, 1999 to November 11, 1999 the company and its subsidiaries had restructured its debts with several financial institutions and the company had restructured debts with related companies and a other company as follows. B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 Financial institutions Debts - Bank overdrafts and loans 223,716,186 - 125,678,691 - - Current portion of long-term bond 15,000,000 - 15,000,000 - - Long-term loans 836,966,810 - 457,082,027 - - Accrued interest 320,898,792 - 202,438,743 - Total debts 1,396,581,788 - 800,199,461 - Less Payment by transfer Real estate development cost, 27 (826,904,858) - (295,038,913) - Payment made by related companies - - (39,145,945) - Payment by issuing 5.16 million common shares at par value Baht 10.00 each (51,565,130) - (51,565,130) - Payment by cash (109,438,293) - (109,438,293) - Gain from Restructured Debts 408,673,507 - 305,011,180 - B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Related companies Accounts receivalbe Principal - - (313,739,981) - Accrued interest - - (110,780,125) - Accrued management fee - - (49,103,481) - Total - - (473,623,587) - Less off-set with payable amount - - 20,000,000 - Accrued interest - - 1,681,137 - Real estatc development cost and cash - - 41,645,946 - Loans balance - - 80,593,807 - Accrued management balance - - 4,573,991 - Loss from restructured debts - related companies - - (325,128,706) - Other company Accounts receivable Principal (39,271,000) - (39,271,000) - Accrued interest (654,158) - (654,158) - Advance (21,340) - (21,340) - Total (39,946,498) - (39,946,498) - Less land bank transfered 39,271,000 - 39,271,000 - Loss from restructured debts - Other commpany (675,498) - (675,498) - Total gain(loss)from restructured debts 407,998,009 - (20,793,024) - ============= ============= ============= ============ 31. RELATED PARTY TRANSACTIONS B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Management fee - - 8.52 10.36 Interest income - - 48.46 59.01 Interest expenses - - 1.19 6.79 Management fee income was management and administration fee income from certain related companies which engage in real estate business. The business transactions as reflected in the financial statements were not differed from the unrelated parties. 32. MANAGEMENT AGREEMENT The company had entered into the management and administrative agreement with related companies to receive the management fee at the rate specified in the agreement. The period of the agreement depend on the completion of each project. 33. COMMITMENT AND CONTINGENT LIABILITIES As of December 31, 1999 and 1998, the company and its subsidiaries have the commitment and contingent liabilities as follows: MILLION BAHT CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 33.1 Commitment under the contracts to invest in the development project until completion 5.23 26.18 - 19.75 33.2 Commitment under the contracts to purchase of land 4.50 27.60 4.50 27.60 33.3 Contingent liabilities as a guarantor for customers' housing loans of the company and related companies 11.72 20.52 11.72 29.56 33.4 Contingent liabilities to bank and financial institution for letters of guarantee 11.50 10.00 7.97 5.79 33.5 Contingent liabilities for guarantee of related companies's credit facilities - - - 1,307.69 34. CHANGE OF THE COMPANY'S NAME In the consolidated financial statements, on July 3, 1998 and July 20, 1998, the shareholders had resolution to change the company's name from Noble Property Management Company Limited to S&P Property Management Company Limited. These special resolution were registered with the Ministry of Commerce on July 29, 1998. 35. THE YEAR 2000 AFFECT TO THE COMPANY On December 31, 1999 and January 1, 2000, there was no Y2K problem occurred to the company's computer system. 36. RECLASSIFICATION OF ACCOUNTS Certain accounts in 1998 were reclassified to conform with the 1999 consolidated financial statements presentation.