SET Announcements

Deposits for investment 36,000 36,000 36,000 36,000 Other assets 41,014 56,123 16,796 18,434 Total 77,014 92,123 52,796 54,434 5 Long term loans and bonds Consolidated Company 31 March 31 December 31 March 31 December 2000 1999 2000 1999 Baht' 000 Baht' 000 Baht' 000 Baht' 000 Loan from financial institutions 368,877 381,458 - - Less Current portion of long -term loans (242,887) (251,460) - - Total 125,990 129,998 - - Maturity of long-term loan One year or less than one year 242,887 251,460 - - During one year to two years 125,990 129,998 - - 368,877 381,458 - - Long-term loans are loans from local financial institutions. The terms of repayment are based on the release of mortgage by the company for the transfer of land to the customers. The above schedule presented based on the longest repayment due for maturity. The loans bear interest at the rate of 5.00% - 14.50% per annum (1998: 5.00% - 14.50% per annum). These loans are secured by the mortgage of land held for development of a subsidiary. As at 31 March 2000, the current portion of long-term loans included loans of a subsidiary amounting to Baht 202.2 million which has been over due for repayment prior to the year 1998. The related interest payable of Baht 98.6 million is presented under other current liabilities.The loan is secured with land of the subsidiary. The Parent company has not provided any guarantee on the loan. Bonds Long-term bonds amounting to Baht 30 million are bonds which has been over due for repayment since 1998. 6 Other current liabilities Consolidated Company 31 March 31 December 31 March 31 December 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Accrued interest expenses 105,518 97,929 6,942 6,507 Accrued expenses 8,503 7,157 6,316 5,978 Others 35,277 37,469 5,709 6,994 Total 149,298 142,555 18,967 19,479 7 Share premium Share premium included the share premium of Baht 297.5 million incurred from the conversion of Convertible Debentures ("CD") to 12.75 million shares of the company between October 1999 to December 1999. In 1999, the company issued 425,000 units of the CD for the settlement of the non-convertible debentures totaling of Baht 425 million which were due for payment in 1998. The CD could be converted at the ratio of 1 debenture to 30 common shares (at a conversion price of Baht 33.33 per share). The Company recorded the issue and conversion of CD by presenting the difference between ordinary share par value and the conversion price totaling of Baht 297.5 million under "Share premium". Should the transactions be recorded under Thai Accounting Standards No. 34 - Accounting for debt restructuring based on the substance of this debt restructuring by recording common shares issued at the fair market value of the share, this would result in the decrease of share premium by Baht 297.5 million and an increase in share discount of Baht 25.3 million. These would be gain on debt restructuring in 1999 of Baht 322.8 million and the Company's deficits as at 1 January 2000 and 31 March 2000 would decrease by the same amount. However, the different accounting treatment have no impact on the total shareholders' equity. 8 Cash flows from operating activities Reconciliation of net profit (loss) to cash flows from operating activities: Consolidated Company 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Net profit (loss) for the period 6,610 (76,203) 6,610 (76,203) Interest expense 12,982 69,309 2,333 28,860 Minority interest (25) (42) - - Profit (loss) before interest expense and income tax 19,567 (6,936) 8,943 (47,343) Adjustments to reconcile net profit (loss) to net cash generated from operating activities: Gain from forgivingness of account payable construction (17,171) - - - Depreciation 3,467 14,708 2,157 10,401 Loss on sale of property and equipment (11) (375) (10) (375) Gain from cancelled contract (17,478) - (9,858) Share of (profit)/loss of subsidiaries - - (13,286) 53,113 Changes in operating assets and liabilities - short term investments 15 (3) 15 (3) - trade accounts receivable 35 1,410 47 699 - unbilled completed work 2,331 15,842 (1,114) 7,283 - loans and advances to related companies - - (6,132) (13,130) - Inventories 2,850 - - - - real estate development cost 7,094 84,459 2,407 35,639 - other current assets (7,771) 3,076 (2,412) 3,898 - other assets 14,678 (1,074) 1,206 (369) - accounts payable-construction (11,199) (2,954) - - - deposits and advance received from customers (1,401) (8,232) 199 (2,916) - other current liabilities 850 (4,363) (946) (1,395) - other liabilities (484) (93) (484) - Cash flows from operating activities before interest payable and income tax 12,850 77,987 (9,410) 35,644 Cash for interest payment (5,393) (19,401) (1,898) (7,450) Cash generated from (used in) operating activities 7,457 58,586 (11,308) 28,194 9 Prior year adjustments The company has adjusted financial statement as at 31 December 1999, to reflect the adjustments on prior year errors, for comparative purposes, as follows: Consolidated Company 1999 1999 Baht'000 Baht'000 a) Write off deferred tax liabilities 92,221 38,231 b) Impairment charge on fixed assets (82,898) (63,271) c) Adjustment on goodwill amortisation (61,777) - d) Provision for loss from breach to purchase to sell land contract (26,000) (26,000) e) Adjustment of share of results in subsidiaries resulting from the above prior year adjustments - (27,414) (78,454) (78,454) a) The Company and subsidiaries reversed their deferred tax liabilities because the timing differences between tax and accounting profit was mainly not existed since 31 December 1999 and the Company and subsidiaries had a substantial amount of taxable losses for several consecutive years. b) The Company and subsidiaries recorded the impairment charge of property and equipment amounting to Baht 82.9 million to reduce the book value of their property and equipment to the value appraised by an independent appraiser in June 1999. c) The adjustment on goodwill incurred on the acquisition of subsidiaries amounting to Baht 61.8 million between 1994 and 1995 which was calculated on the differences between purchase considerations and the subsidiaries' net book values, not the net fair values of the subsidiaries. d) The adjustment on the provision for loss from the forfeit the deposit from to purchase to sell land agreement since the company defaulted in payment of the remaining land costs which was due for payment since April 1998. The above adjustments would have impact on the Group's results for several periods in the past. The management is of the opinion that the determination of correct periods of adjustment would not give a meaningful information relating to costs to be incurred. Therefore, all adjustments would be made to the last quarter of 1999. 10 Related party transactions The following material transactions were carried out with related parties : i) Management fee income For the three-month period ended 31 March Company 2000 1999 Baht'000 Baht'000 World Time Holding Co.,Ltd. 108 1,563 Wipa View Co.,Ltd. 92 388 Bang Plee View Co.,Ltd. 80 45 Noble Property Management Co.,Ltd. 52 122 Total 332 2,118 ii) Short-term loan and advances to subsidiaries Company 31 March 31 December 2000 1999 Baht'000 Baht'000 Short-term loans to related companies Ban Suk Sabai Co., Ltd. 52,100 51,666 Research & Consultant Co., Ltd. 2,860 2,860 Total 54,960 54,526 Advances Ban Suk Sabai Co., Ltd. 125 - Research & Consultant Co., Ltd. 598 534 Total 723 534 55,683 55,060 10 Related party transactions (continued) iii) Investments in and loans to subsidiaries Investments in subsidiaries Company Percentage Paid-up of holding Share capital By the group 31 March 31 December 31 March 31 December 2000 1999 2000 1999 Principal Million Million Activities Baht Baht Percent Percent Wipa View Co., Ltd. Real Estate 200.0 200.0 100.00 100.00 Bannsiam Co., Ltd. Real Estate 102.0 102.0 100.00 100.00 Continental City Co.,Ltd. Real Estate 40.0 40.0 100.00 100.00 World Time Holding Co., Ltd. Real Estate 15.0 15.0 100.00 100.00 Blang Plee View Co., Ltd. Real Estate 10.0 10.0 100.00 100.00 Research & Consultant Co., Ltd. Real Estate 10.0 10.0 65.00 65.00 Ban Suk Sabai Co., Ltd. Real Estate 2.0 2.0 100.00 100.00 10 Related party transactions (continued) iii) Investments in and loans to subsidiaries (Cont'd) Company Investment Investment value at cost value at equity 31 March 31 December 31 March 31 December 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Investments in subsidiaries Research & Consultant Co., Ltd. 6,500 6,500 1,829 1,875 World Time Holding Co., Ltd. 60,000 60,000 1,269 - Total 3,098 1,875 Loans to subsidiaries Wipa View Co., Ltd. 28,345 23,479 Continental City Co., Ltd. 618 676 Total 28,963 24,155 32,061 26,030 Loans to subsidiaries are unsecured and denominated in Thai Baht. The loans have no fixed term of repayment and carry interest at rates varying from 5.00% to 12.75% per annum (1998 : 5.00% to 12.75% per annum). iv) Loan from subsidiary Company 31 March 31 December 2000 1999 Baht'000 Baht'000 Loans from subsidiary World Time Holding Co., Ltd. 7,066 8,035 Loan from subsidiary is unsecured and denominated in Thai Baht. The loan has no fixed term of repayment and carry interest at rate of 8.25% per annum. (1998 : 8.25% per annum). 10 Related party transactions (Cont'd) v) Liabilities arisen from investment in subsidiaries Company Investment Investment value at cost value at equity 31 March 31 December 31 March 31 December 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Wipa View Co., Ltd. 198,493 198,493 (79,185) (83,110) Less: Advances and loan to 79,185 83,110 Net - - Ban Siam Co., Ltd. 102,000 102,000 (337,976) (326,194) Less: Advances and loan to 254,541 250,538 Net (83,435) (75,656) World Time Holding Co., Ltd. 60,000 60,000 - (21,676) Less: Advances and loan to - - Net - (21,676) Continental City Co., Ltd. 42,783 42,783 (4,549) (4,428) Less: Advances and loan to 4,549 4,428 Net - - Bang Plee View Co., Ltd. 12,963 12,963 (85,380) (84,246) Less: Advances and loan to 61,735 65,352 Net (23,645) (18,894) Ban Suk Sabai Co., Ltd. 1,000 1,000 (24,217) (23,718) Less: Advances and loan to 24,217 23,718 Net - - Total liabilities arisen from investment in subsidiaries (107,080) (116,226) 11 Commitment and contingent liabilities The company and its subsidiaries have the commitment and contingent liabilities as follows: Consolidated Company 31 March 31 December 31 March 31 December 2000 1999 2000 1999 Million Million Million Million Baht Baht Baht Baht Commitment under the contracts to invest in the development project until completion 1.60 5.23 - - Commitment under the contracts to purchase land - 4.50 - 4.50 1.60 9.73 - 4.50 Contingent liabilities as a Guarantor for customers' housing loans of the company and subsidiaries 11.72 11.72 11.72 11.72 Contingent liabilities to bank and financial institutions for letters of guarantee 11.45 11.50 7.97 7.97 23.17 23.22 19.69 19.69