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NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS (UNAUDITED) 30 September 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 September 2000 and the related consolidated and company statements of income for the three-month and nine-month periods ended 30 September 2000 and the related consolidated and company statements of changes in shareholders' equity, retained earnings and cash flows for the nine-month period ended 30 September 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. As explained in note 13 to the financial statements, the consolidated and company balance sheets as at 31 December 1999, presented herewith for comparative purposes, 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 nine-month periods ended 30 September 2000. I have reviewed the adjustments which were adjusted to the consolidated and company financial statements as at 31 December 1999 and have found that such adjustment are appropiate and have been prperly applied for the restatment. The consolidated and company the financial statment (before restatements) are components of the consolidated and company financial statements for the year ended 31 December 1999 which were audited by another independent auditor whose report dated 18 February 2000 expressed an unqualified audit opinion on those financial statements. The consolidated and company statements of income for the three-month and nine-month periods ended 30 September 1999, the related consolidated and company statements of changes in shareholders' equity, retained earnings and cash flows for the nine-month period ended September 30 1999, presented herewith for comparative purposes, are components of the financial statements of the same period which were reviewed by another independent whose report dated 3 November 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. However, the adjustments referred to in paragraph 4 may have an impact on the operating results in several accounting periods in the past including the interim financial statements for the three-month and nine-month periods ended September 30 1999. 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 7 November 2000 Noble Development Public Company Limited Balance Sheets As at Consolidated Company 30 September 31 December 30 September 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Notes Baht'000 Baht'000 Baht'000 Baht'000 (Restated) (Restated) Assets Current Assets Cash on hand and at financial institutions 36,282 52,466 16,150 12,811 Short-term investments 333 226 333 226 Trade accounts receivable, net 1,479 1,626 949 996 Unbilled completed work 34,981 29,751 36,122 26,444 Short-term loans and advances to subsidiaries 14b - - 55,331 55,016 Inventories 3,439 6,289 - - Real estate development cost 290,568 305,777 98,465 101,720 Other current assets 35,774 28,549 25,782 22,657 Total current assets 402,856 424,684 233,132 219,870 Non Current Assets Long-term trade accounts receivable, net 36,839 36,889 29,222 29,272 Investments in and loans to subsidiaries 14b - - 29,582 23,281 Loans to shareholder 18,688 18,406 18,688 18,406 Land held for development 81,035 296,587 81,035 81,035 Property and equipment, net 4 115,936 147,378 32,583 33,624 Other assets 5 50,020 57,888 43,685 48,356 Total Non Current Assets 302,518 557,148 234,795 233,974 Total Assets 705,374 981,832 467,927 453,844 Director Director The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements. Noble Development Public Company Limited Balance Sheets As at Consolidated Company 30 September 31 December 30 September 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Notes Baht'000 Baht'000 Baht'000 Baht'000 (Restated) (Restated) Liabilities and Shareholders Equity Current Liabilities Bank overdrafts and loans from financial and loans 155,415 164,110 53,908 57,595 Accounts payable-construction - related companies - - 186 186 - others 24,023 38,074 18,373 1,588 Current portion of long-term loans 6 191,500 251,460 32,544 - Current portion of long-term bond 7 30,000 30,000 30,000 30,000 Deposit and advance received from customers 14,402 16,270 12,648 10,595 Loan from subsidiary 14c - - - 8,035 Other current liabilities 8 47,926 142,555 25,963 19,478 Total Non-Current Liabilities 463,266 642,469 173,622 127,477 Non-Current Liabilities Long-term loans 6 - 129,998 - - Liabilities arisen from Investments in subsidiaries 14b - - 52,865 118,012 Other liabilities 291 957 291 957 Total Non-Current Liabilities 291 130,955 53,156 118,969 Total liabilities 463,557 773,424 226,778 246,446 The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements. Noble Development Public Company Limited Balance Sheets As at Consolidated Company 30 September 31 December 30 September 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Notes 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 (1,686,929) (1,720,680) (1,686,929) (1,720,680) Minority interest 668 1,010 - - Total Shareholders' Equity 241,817 208,408 241,149 207,398 Total Liabilities and Shareholders' equity 705,374 981,832 467,927 453,844 The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements Noble Development Public Company Limited Statements of income (Unaudited) For the three-month period ended 30 September Consolidated Company 2000 1999 2000 1999 Notes Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 26,781 71,995 15,938 5,098 Income from construction services - 850 - 2,055 Service income 1,171 1,391 - - Gain from debt forgiveness by construction contractor 2 2,890 - - - Gain from extinguishment of debt 2 - 29,406 - 29,406 Interest income 359 1,774 3,380 14,427 Other income 2,520 1,933 1,268 2,914 Total revenues 33,721 107,349 20,586 53,900 Expenses Cost of sales 21,109 57,331 17,744 3,647 Cost of construction services - 11,863 - 5,160 Cost of services 330 242 - - Selling and administrative expenses 15,538 22,345 12,054 14,586 Loss from cancelled contracts - 1,819 - 779 Loss from disposition of real estate under debts restructuring agreements 2 - 177,370 - 161,920 Directors' remuneration 750 - 750 - Interest expenses 4,713 92,876 1,345 57,629 Total expenses 42,440 363,846 31,893 243,721 Operating loss (8,719) (256,497) (11,307) (189,821) Share of profit (loss) of subsidiaries - - 2,609 (56,445) Loss before tax (8,719) (256,497) (8,698) (246,266) Income tax - - - - Loss before minority interest and extraordinary item (8,719) (256,497) (8,698) (246,266) Loss from subsidiaries attributable to minorities 21 38 - - Loss before extraordinary item (8,698) (256,459) (8,698) (246,266) Extraordinary item Gain from debt restructuring 12 - 135,811 - 125,618 Net loss for the period (8,698) (120,648) (8,698) (120,648) The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements Noble Development Public Company Limited Statements of income (Unaudited) For the three-month period ended 30 September Consolidated Company 2000 1999 2000 1999 Baht Baht Baht Baht Basic earnings (loss) per share Loss before extraordinary item (0.09) (4.66) (0.09) (4.47) Extraordinary item - 2.47 - 2.28 Net loss for the period (0.09) (2.19) (0.09) (2.19) The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements. Noble Development Public Company Limited Statements of income (Unaudited) For the nine-month period ended 30 September Consolidated Company 2000 1999 2000 1999 Notes Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 56,420 194,764 27,794 41,268 Income from construction services - 7,609 - 2,055 Service income 7,228 7,522 - - Gain from sale of investment in subsidiary, net 2,11 65,895 - 65,895 - Gain from debt forgiveness by construction contractor 2 4,708 - - - Interest income 1,098 6,340 18,284 44,075 Gain from cancelled contracts 2 - 51,301 - 5,557 Gain from extinguishment of debt - 29,406 - 29,406 Other income 5,961 6,684 3,073 9,272 Total revenues 141,310 303,626 115,046 131,633 Expenses Cost of sales 2 18,620 155,789 25,906 38,607 Cost of construction services - 22,629 - 5,160 Cost of services 1,189 2,293 - - Selling and administrative expenses 54,954 76,722 41,056 50,438 Loss from deposition of real estate under debts restructuring agreements 2 - 177,370 - 161,920 Loss on cancellation of deposit for purchase of land 2 - 32,940 - 32,940 Directors' remuneration 2,250 - 2,250 - Interest expense 30,888 226,871 6,548 114,761 Total expenses 107,901 694,614 75,760 403,826 Operating profit (loss) 33,409 (390,988) 39,286 (272,193) Share of profit (loss) of subsidiaries - - (5,535) (108,484) Profit (loss) before tax 33,409 (390,988) 33,751 (380,677) Income tax - - - - Profit (loss) before minority interest and extraordinary item 33,409 (390,988) 33,751 (380,677) Loss from subsidiaries attributable to minorities 342 118 - - Net profit (loss) before extraordinary item 33,751 (390,870) 33,751 (380,677) Extraordinary item - Gain from debt restructuring 12 - 135,811 - 125,618 Net profit (loss) for the period 33,751 (255,059) 33,751 (255,059) Noble Development Public Company Limited Statements of income (Unaudited) For the nine-month period ended 30 September Consolidated Company 2000 1999 2000 1999 Baht Baht Baht Baht Basic earnings (loss) per share Profit (loss) before extraordinary item 0.37 (7.11) 0.37 (6.92) Extraordinary item - 2.47 - 2.28 Net profit (loss) for the period 0.37 (4.64) 0.37 (4.64) The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements. Noble Development Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited) For the nine-month period ended 30 September Consolidated Company 2000 1999 2000 1999 Note Baht'000 Baht'000 Baht'000 Baht'000 Share capital Beginning balance 913,565 550,000 913,565 550,000 Increase during the period - - - - Decrease 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 during the period - - - - Decrease during the period - - - - Ending balance 1,078,338 779,938 1,078,338 779,938 Share discount Beginning balance (72,000) - (72,000) - Increase during the period - - - - Decrease during the period - - - - Ending balance (72,000) - (72,000) - The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements. Noble Development Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited) For the nine-month period ended 30 September Consolidated Company 2000 1999 2000 1999 Note 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 13 (150,522) - (150,522) - -as restated (1,720,680) (626,358) (1,720,680) (626,358) Profit (loss) for the period 33,751 (255,059) 33,751 (255,059) Ending balance (1,686,929) (881,417) (1,686,929) (881,417) Minority interest Beginning balance 1,010 1,248 - - Decrease during the period (342) (118) - - Ending balance 668 1,130 - - Total Shareholders' Equity 241,817 457,826 241,149 456,696 The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements. Noble Development Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited) For the nine-month period ended 30 September Consolidated Company 2000 1999 2000 1999 Note Baht000 Baht000 Baht000 Baht000 (Restated) (Restated) Deficits Beginning balance -as previously reported (1,570,158) (626,358) (1,570,158) (626,358) -prior year adjustments 13 (150,522) - (150,522) - -as restated (1,720,680) (626,358) (1,720,680) (626,358) Profit (loss) for the period 33,751 (255,059) 33,751 (255,059) Ending balance (1,686,929) (881,417) (1,686,929) (881,417) Appropriated retained earnings: Legal reserve 8,175 8,175 8,175 8,175 Deficits at end of period (1,678,754) (873,242) (1,678,754) (873,242) The notes to the interim consolidated and company financial statements on pages 14 to 27 form an integral part of these interim financial statements. Noble Development Public Company Limited Statements of Cash Flows (Unaudited) For the nine-month period ended 30 September Consolidated Company 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Notes Cash flows from (used in) operating activities 10 (19,612) 113,054 (23,113) 18,338 (more)