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NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL STATEMENT (UNAUDITED) 30 June 2000 AUDITOR'S REPORT ON REVIEW OF INTERIM CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS To the Shareholders and the Board of Directors of Noble Development Public Company Limited I have reviewed the accompanying consolidated and company balance sheets of Noble Development Public Company Limited as at 30 June 2000 and the related consolidated and company statements of income for the three-month and six-month periods ended 30 June 2000 and the related consolidated and company statements of changes in shareholders' equity, retained earnings and cash flows for the six-month period ended 30 June 2000. These financial statements are the responsibility of the Company's management. My responsibility is to issue a report on these financial statements based on my review. I conducted my review in accordance with the standard of 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. I have not performed an audit, and, accordingly, I do not express an audit opinion. Based on my review,nothing has come to my attention that causes me to believe that the consolidated and company financial statements referred to in the first paragraph are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. The consolidated and company financial statements for the year ended 31 December 1999 were audited by another independent auditor whose report dated 18 February 2000 expressed an unqualified audit opinion on those financial statements. As explained in note 12 to the financial statements, the consolidated and the company balance sheets as at 31 December 1999 have been restated to reflect the results of correction of errors in prior years and certain reclassifications to comply with the classifications of the financial statements for the three-month and six-month periods ended 30 June 2000. The interim consolidated and company financial statements for the three-month and six-month periods ended 30 June 1999 were reviewed by another independent auditor whose report dated 4 August 1999 expressed that she was not aware of any material modifications that should be made to those interim financial statements for them to be in conformity with generally accepted accounting principles. The consolidated and company statements of income for the three-month and six-month periods ended 30 June 1999, the related consolidated and company statements of changes in shareholders' equity, retained earnings and cash flows for six-month period ended 30 June 1999, presented herewith for comparative purposes, are components of the financial statements which were reviewed by another independent auditor as stated above. The adjustments referred to in paragraph 4 may have an impact on the operating results in several accounting periods in the past. However, the management is of the opinion that the costs to be incurred in determining the correct periods to which those adjustments belong to would not outweigh the benefits to be derived from obtaining such information. Therefore, all adjustments have been made to the last quarter of 1999. SOONTHORN DENTHAM Certified Public Accountant (Thailand) No. 3340 PricewaterhouseCoopers ABAS Limited Bangkok 9 August 2000 Noble Development Public Company Limited Balance Sheet As at Consolidated Company Notes 30 June 31 December 30 June 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Baht'000 Baht'000 Baht'000 Baht'000 (Restated) (Restated) Assets Current Assets Cash on hand and at financial institutions 51,130 52,466 26,999 12,811 Short-term investments 308 226 308 226 Trade accounts receivable, net 1,479 1,626 949 996 Unbilled completed work 21,601 29,751 27,378 26,444 Short-term loans and advances to subsidiaries 13b - - 56,191 55,016 Inventories 3,439 6,289 - - Real estate development cost 292,047 305,777 96,572 101,720 Other current assets 32,980 28,549 22,139 22,657 Total Current Assets 402,984 424,684 230,536 219,870 Non- Current Assets Long-term trade accounts receivable, net 36,889 36,889 29,272 29,272 Investments in and loans to subsidiaries 13b - - 23,359 23,281 Loans to shareholder 18,374 18,406 18,374 18,406 Land held for development 81,035 296,587 81,035 81,035 Property and equipment, net 4 119,574 147,378 34,336 33,624 Other assets 5 50,304 57,888 44,074 48,356 Total Non Current Assets 306,176 557,148 230,450 233,974 Total Assets 709,160 981,832 460,986 453,844 Director Director The note to the interim consolidated and company financial statements on pages 14 to 27 form an interal part of these interim financial statements. Noble Development Public Company Limited Balance Sheet As at Consolidated Company Notes 30 June 31 December 30 June 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Baht'000 Baht'000 Baht'000 Baht'000 (Restated) (Restated) Liabilities and Shareholders' Equity Current Liabilities Bank overdrafts and loans from financial institutions 159,722 164,110 58,713 57,595 Accounts payable-construction - related companies - - 186 186 - others 9,040 38,074 1,588 1,588 Current portion of long-term loans 6 - 251,460 - - Current portion of long-term bond 7 30,000 30,000 30,000 30,000 Deposit and advance received from customers 15,268 16,270 11,312 10,595 Loan from subsidiary 13c - - 6,085 8,035 Other current liabilities 8 50,948 142,555 20,455 19,478 Total Current Liabilities 264,978 642,469 128,339 127,477 Non-Current Liabilities Long-term loans 6 193,263 129,998 30,000 - Liabilities arisen from investments in subsidiaries 13b - - 52,417 118,012 Other liabilities 383 957 383 957 Total Non-Current Liabilities 193,646 130,955 82,800 118,969 Total Liabilities 458,624 773,424 211,139 246,446 The note to the interim consolidated and company financial statments on pages 14 to 27 form an integral part of these interim financial statments. Noble Devleopment Public Company Limited Balance Sheets As at Consolidated Company Note 30 June 31 December 30 June 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Baht'000 Baht'000 Baht'000 Baht'000 (Restated) (Restated) Shareholders' Equity Share capital Authorised share capital 6,937,500 6,937,500 6,937,500 6,937,500 Issued and paid-up share capital 913,565 913,565 913,565 913,565 Share premium 9 1,078,338 1,078,338 1,078,338 1,078,338 Share discount (72,000) (72,000) (72,000) (72,000) Retained earnings (deficits) Appropriated Legal reserve 8,175 8,175 8,175 8,175 Deficits (1,678,231) (1,720,680) (1,678,231) (1,720,680) Minority interest 689 1,010 - - Total Shareholders' Equity 250,536 208,408 249,847 207,398 Total Liabilities and Shareholders' Equity 709,160 981,832 460,986 453,844 The note to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim fiancial statments. Noble Development Public Compnay Limited Statments of Income (Unaudited) For the Three-month periods ended 30 June Consolidated Company Notes 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 7,093 51,418 4,390 6,000 Income from construction services - 1,287 - - Service income 1,423 1,011 - - Interest income 388 2,488 7,435 14,837 Gain from sale of investment in subsidiary, net 2,11 65,895 - 65,895 - Gain (loss) from cancelled contracts - 35,642 - (3,523) Other income 2,159 2,217 1,195 2,988 Total revenues 76,958 94,063 78,915 20,302 Expenses Cost of sales 4,555 25,135 2,742 2,159 Cost of construction services - 1,506 - - Cost of services 411 714 - - Selling and administrative expenses 22,506 27,328 15,284 16,213 Loss on cancellation of land deposit - 32,940 - 32,940 Directors' remuneration 750 - 750 - Interest expenses 13,193 64,686 2,870 28,272 Total expenses 41,415 152,309 21,646 79,584 Operating profit (loss) 35,543 (58,246) 57,269 (59,282) Share of profit (loss) of subsidiaries - - (21,430) 1,074 Profit (loss) before tax 35,543 (58,246) 35,839 (58,208) Income tax - - - - Profit (loss) before minority interest 35,543 (58,246) 35,839 (58,208) Loss from subsidiaries attributable to minorities 296 38 - - Net profit (loss) for the period 35,839 (58,208) 35,839 (58,208) The note to the interim consolidated and company finacial statments on page 14 to 27 form an integral part of these interim financial statments. Noble Development Public Company Limited Statments of Income (Unaudited) For the three-month period ended 30 June Consolidated Company 2000 1999 2000 1999 Baht Baht Baht Baht Basic earnings (loss) per share Profit (loss) before minority interest 0.39 (1.06) 0.39 (1.06) Loss from subsidiaries attributable to minorities - - - - Net profit (loss) for the period 0.39 (1.06) 0.39 (1.06) The note to the interim consolidated and company financial statments on pages 14 to 27 form an integral part of these interim financial statements. Noble Development Public Company Limited Statments of Income (Unaudited) For the six-month period ended 30 June Consolidated Company Notes 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 29,639 122,769 11,856 36,170 Income from construction services - 6,759 - - Service income 6,057 6,131 - - Interest income 739 4,566 14,904 29,648 Gain from sale of investment in subsidiary, net 2,11 65,895 - 65,895 - Gain from cancelled contracts 2 - 53,120 - 6,336 Gain from debt forgiveness by construction contractor 2 1,818 - - - Other income 3,441 4,751 1,805 6,358 Total revenues 107,589 198,096 94,460 78,512 Expenses Cost of sales 2 (2,489) 98,458 8,162 34,961 Cost of construction services - 10,766 - - Cost of services 859 2,051 - - Selling and administrative expenses 39,416 54,377 29,002 35,851 Loss on cancellation of deposit for purchase of land - 32,940 - 32,940 Directors' remuneration 1,500 - 1,500 - Interest expense 26,175 133,995 5,203 57,132 Total expenses 65,461 332,587 43,867 160,884 Operating profit (loss) 42,128 (134,491) 50,593 (82,372) Share of profit (loss) of subsidiaries - - (8,144) (52,039) Profit (loss) before tax 42,128 (134,491) 42,449 (134,411) Income tax - - - - Profit (loss) before minority interest 42,128 (134,491) 42,449 (134,411) Loss from subsidiaries attributable to minorities 321 80 - - Net profit (loss) for the period 42,449 (134,411) 42,449 (134,411) The note to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statments. Noble Development Public Company Limited Statments Income (Unaudited) For the six-month period ended 30 June Consolidated Company 2000 1999 2000 1999 Baht Baht Baht Baht Basic earnings (loss) per share Profit (loss) before minority interest 0.46 (2.44) 0.46 (2.44) Loss from subsidiaries attributable to minorities - - - - Net profit (loss) for the period 0.46 (2.44) 0.46 (2.44) The notes to the interim consolidated and company financial statments on pages 14 to 27 form an integral part of these interim financial statments. Noble Development Public Company Limited Statments of Changes in Shareholders' Equity (Unaudited) Consolidated Company Note 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Share capital Beginning balance 913,565 550,000 913,565 550,000 Increase in during the period - - - - Decrease in during the period - - - - Ending balance 913,565 550,000 913,565 550,000 Share premium Beginning balance 9 1,078,338 779,938 1,078,338 779,938 Increase in during the period - - - - Decrease in during the period - - - - Ending balance 1,078,338 779,938 1,078,338 779,938 Share discount Beginning balance (72,000) - (72,000) - Increase in during the period - - - - Decrease in during the period - - - - Ending balance (72,000) - (72,000) - The note to the interim consolidated and company financial statments on pages 14 to 27 form an integral part of these interim financial statments. Noble Development Public Company Limited Statments of Changes in shareholders' Equity (Unaudited) For the six-month periods ended 30 June Consolidated Company Note 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Restated Restated Retained earnings (deficits) Appropriated retained earnings Legal reserve Beginning balance 8,175 8,175 8,175 8,175 Increase during the period - - - - Decrease during the period - - - - Ending balance 8,175 8,175 8,175 8,175 Deficits Beginning balance -as previously reported (1,570,158) (626,358) (1,570,158) (626,358) -prior year adjustments 12 (150,522) - (150,522) - -as restated (1,720,680) (626,358) (1,720,680) (626,358) Profit(loss) for the period 42,449 (134,411) 42,449 (134,411) Ending balance (1,678,231) (760,769) (1,678,231) (760,769) Minority interest Beginning balance 1,010 1,248 - - Decrease during the period (321) (80) - - Ending balance 689 1,168 - - Total Shareholders' Equity 250,536 578,512 249,847 577,344 The note to the interim consolidated and company financial statment on pages 14 to 27 form an integral part of these interim financial statments. Noble Development Public Company Limited Statments of Changes in Shareholders' Equity (Unaudited) For the six-month period ended 30 June Consolidated Company Note 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Restated Restated Deficits Beginning balance -as previously reported (1,570,158) (626,358) (1,570,158) (626,358) -prior year adjustments 12 (150,522) - (150,522) - -as restated (1,720,680) (626,358) (1,720,680) (626,358) Profit (loss) for the period 42,449 (134,411) 42,449 (134,411) Ending balance (1,678,231) (760,769) (1,678,231) (760,769) Appropriated retained earnings: Legal reserve 8,175 8,175 8,175 8,175 Deficits at end of period (1,670,056) (752,594) (1,670,056) (752,594) The nothes to interim consolidated and company financial statments on pages 14 to 27 form an integral part of these interim financial statments. Consolidated Company Notes 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Cash flows from (used in) operating activities 10 (7,478) 88,823 (16,612) 21,949 Cash flows from investing activities Decrease in guarantee deposits at banks 6,878 - - - Disposals of short-term investments (96) 3,477 (96) 10,000 Loan to subsidiaries - - (2,400) (2,109) Proceeds from repayment of loans by subsidiaries - - 7,722 10,991 Proceeds from repayment of loans by other company 670 - 670 - Proceeds from sale of investment in subsidiary 11 200 - 200 - Acquisition of property and equipment (4,230) (842) (4,202) (434) Proceeds from sale of property and equipment 11 379 7 379 Net cash (used in) from investing activities 3,433 3,014 1,901 18,827 Cash flows from financing activities Proceed from (repayment on) loans from financial institutions (4,388) (13,737) 1,118 2,299 Proceed from borrowing from financial institutions 30,000 - 30,000 - Repayments of long-term loans (16,025) (53,758) - (25,755) Repayments of loan from subsidiary - - (2,219) (5,412) Net cash from (used in) financing activities 9,587 (67,495) 28,899 (28,868) Net (decrease) increase in cash and cash equivalents 5,542 24,342 14,188 11,908 Beginning balance 26,696 20,887 12,811 8,350 Ending balance 32,238 45,229 26,999 20,258 Supplementary cash flow information Cash and cash equivalents at beginning of period comprise: Cash and cash at financial institutions 52,466 20,887 12,811 8,350 Less: Cash at banks used as guarantee (25,770) - - - 26,696 20,887 12,811 8,350 Cash and cash equivalents at end of period comprise: (more)