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NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES T H A I L A N D ________________________________________________________ FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 AND AUDITOR'S REPORT ________________________________________________________ EXPRESSED IN THAI BAHT ________________________________________________________ AUDITOR'S REPORT To The Shareholders of Noble Development Public Company Limited We have examined the balance sheet of Noble Development Public Company Limited and consolidated subsidiaries as of December 31, 1997 and 1996, and the related statements of changes in shareholders' equity, the statements of income and unappropriated retained earnings (deficit) and cash flows for the years then ended. Our examinations were made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. The financial statements of Research & Consultance Co.,Ltd. which are presented for comparison, were examined by another auditor whose report date April 17, 1997 stated that the company was organized and registered as a limited company on November 14,1994 and has not been in operations, therefor it did not prepare the statement of income. In our opinion, the aforementioned financial statements present fairly the financial position of Noble Development Public Company Limited and consolidated subsidiaries as of December 31, 1997 and 1996 and the changes in its shareholders' equity, the results of operations and the cash flows for the years then ended, in conformity with generally accepted accounting principles applied on a consistent basis. KESREE NARONGDEJ Certified Public Accountant Registration No. 76 A.M.T. & ASSOCIATES Bangkok, Thailand February 20, 1998. NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF 31 DECEMBER B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1997 1996 1997 1996 ASSETS CURRENT ASSETS Cash on hand and at banks 14,444,291 27,074,107 7,292,464 10,366,646 Short-term investment - financial institutions 4 and 15 62,092,124 106,000,000 58,092,124 106,000,000 Accounts receivable 5 50,906,697 17,054,132 8,980,155 2,292,600 Unbilled completed work 6 821,243,946 1,240,875,342 305,926,667 373,302,568 Short-term loans and advance to related companies 7 - - 819,221,373 654,130,488 Inventories 8 5,173,028 35,575 - - Real estate development cost 9,15and 17 1,753,186,637 1,120,486,317 673,651,150 326,897,141 Construction in progress - net 10 4,759,427 - - - Other current assets Short-term loans to other company 11 64,799,344 56,512,505 64,799,344 56,512,505 Accrued management fee - related companies - - 41,890,005 36,465,803 Advance to contractors 6,623,319 34,732,539 7,398,426 17,314,748 Others 25,551,897 26,212,009 11,726,933 13,265,054 Total Other Current Assets 96,974,560 117,457,053 125,814,708 123,558,110 Total Current Assets 2,808,780,710 2,628,982,526 1,998,978,641 1,596,547,553 .../2 NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF 31 DECEMBER B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1997 1996 1997 1996 INVESTMENTS - Related companies 12 3,247,400 - 299,028,787 554,028,103 - Other company 12 5,000,000 5,000,000 5,000,000 5,000,000 LAND BANK 13 AND 15 748,184,254 920,422,229 120,960,989 337,319,159 PROPERTY, PLANT AND EQUIPMENT - NET 14 238,744,793 221,639,863 121,556,949 133,042,033 OTHER ASSETS Deposit - land 87,000,000 140,900,000 87,000,000 140,900,000 Goodwill 85,863,131 97,906,116 - - Pre - operating expenses 84,519,037 45,801,486 48,709,640 35,550,470 Others 55,653,214 49,112,156 32,476,549 31,450,829 Total Other Assets 313,035,382 333,719,758 168,186,189 207,901,299 TOTAL ASSETS 4,116,992,539 4,109,764,376 2,713,711,555 2,833,838,147 ============= ============= ============= ============= The accompanying notes to financial statements are an integral part of these statements. ............................. DIRECTOR ............................. DIRECTOR NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF 31 DECEMBER B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1997 1996 1997 1996 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Banks overdrafts and loans from financial institutions 9,13 and15 361,386,514 314,324,336 147,508,061 217,292,794 Accounts payable-construction - related company - - 6,399,500 - - others 149,797,502 125,988,045 24,686,317 37,385,867 Current portion of long-term loans 9 AND 17 906,789,035 323,267,000 244,741,961 - Current portion of long-term bond 19 500,000,000 - 500,000,000 - Deposit and received in advance from customers 57,691,909 109,004,531 14,782,055 41,520,201 Loan from related company - - 91,239,738 90,486,618 Other current liabilities Deferred income tax 16 106,515,315 96,030,869 38,231,398 38,231,398 Accrued expenses 83,120,243 30,731,233 44,154,020 13,380,453 Others 43,909,835 59,401,760 19,911,036 17,575,910 Total Other Current Liabilities 233,545,393 186,163,862 102,296,454 69,187,761 Total Current Liabilities 2,209,210,353 1,058,747,774 1,131,654,086 455,873,241 LONG - TERM LOANS 9 AND 17 614,948,000 940,871,000 234,500,000 261,240,000 LOAN PAYABLE EXPECTED TO BE REFINANCED IN 1997 18 - 59,630,000 - 59,630,000 BOND 19 - 500,000,000 - 500,000,000 .../2 NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF 31 DECEMBER B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1997 1996 1997 1996 OTHER LIABILITIES Liabilities occur from the investment in the related companies 12 - - 54,831,609 6,579,304 Others 464,750 - 464,750 - Total Other Liabilities 464,750 - 55,296,359 6,579,304 Total Liabilities 2,824,623,103 2,559,248,774 1,421,450,445 1,283,322,545 MINORITY INTERESTS 108,326 - - - SHAREHOLDERS' EQUITY Share Capital - Baht 10.00 par value 20 Authorized share capital 55,000,000 ordinary shares 550,000,000 550,000,000 550,000,000 550,000,000 ============= ============= ============= ============= B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1997 1996 1997 1996 Issued and fully paid up share capital 55,000,000 ordinary shares in 1997 and 44,000,000 ordinary shares in 1996 550,000,000 440,000,000 550,000,000 440,000,000 Premium on share capital 779,938,000 716,338,000 779,938,000 716,338,000 Retained earnings (Deficit) Appropriated - Legal reserve 21 8,174,869 8,174,869 8,174,869 8,174,869 Unappropriated (45,851,759) 386,002,733 (45,851,759) 386,002,733 Total Shareholders' Equity 1,292,261,110 1,550,515,602 1,292,261,110 1,550,515,602 TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY 4,116,992,539 4,109,764,376 2,713,711,555 2,833,838,147 ============= ============= ============= ============= The accompanying notes to financial statements are an integral part of these statements. .............................. DIRECTOR .............................. DIRECTOR NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND UNAPPROPRIATED RETAINED EARNINGS (DEFICIT) FOR THE YEARS ENDED 31 DECEMBER B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1997 1996 1997 1996 REVENUES Sales - net 477,678,545 1,054,574,412 86,401,513 246,267,674 Income from construction - net 36,258,332 3,888,757 17,350,590 - Sales and service 8,782,255 8,319,030 - - Sale - machinery 2,150,268 - - - Other income Management fee - - 4,937,179 18,238,830 Interest income 15,296,952 25,234,966 66,714,108 76,744,580 Others 6,483,395 5,527,489 2,838,463 1,007,712 Total Revenues 546,649,747 1,097,544,654 178,241,853 342,258,796 EXPENSES Cost of sales 372,014,801 794,348,073 72,104,822 183,008,731 Cost of construction 34,962,850 1,981,392 18,461,142 - Cost of sales and service 5,737,611 8,232,151 - - Cost of sale machinery 1,994,657 - - - Loss from cancelled the contracts 22 113,565,294 10,987,949 33,225,037 10,271,850 The previous year construction cost charges 11,975,354 - - - Loss (gain) from subsidiary companies under equity method - - 308,124,021 (84,848,340) Selling and administrative expenses 119,304,770 110,469,629 76,257,417 83,016,543 Interest expenses 59,554,946 34,613,115 72,579,271 56,044,652 Total Expenses 719,110,283 960,632,309 580,751,710 247,493,436 ..../2 NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND UNAPPROPRIATED RETAINED EARNINGS (DEFICIT) FOR THE YEARS ENDED 31 DECEMBER B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1997 1996 1997 1996 NET INCOME BEFORE INCOME TAX, EXTRAORDINARY ITEM AND MINORITY INTERESTS (172,460,536) 136,912,345 (402,509,857) 94,765,360 INCOME TAX 16 (25,627,407) (45,765,790) - (3,618,805) NET INCOME BEFORE EXTRAORDINARY ITEM AND MINORITY INTERESTS (198,087,943) 91,146,555 (402,509,857) 91,146,555 EXTRAORDINARY ITEM-FOREIGN CURRENCY TRANSACTION LOSS ARISING FROM THE MANAGED FLOAT SYSTEM (IN THE CONSOLIDATED FINANCIAL STATEMENTS, NET OF INCOME TAX OF BAHT 12,867,304) 24 (234,533,223) - (29,344,635) - NET INCOME (LOSS) BEFORE MINORITY INTERESTS (432,621,166) 91,146,555 (431,854,492) 91,146,555 MINORITY INTERESTS 766,674 - - - NET INCOME (LOSS) (431,854,492) 91,146,555 (431,854,492) 91,146,555 UNAPPROPRIATED RETAINED EARNINGS, BEGINNING OF YEAR 386,002,733 299,413,506 386,002,733 299,413,506 LESS APPROPRIATED - LEGAL RESERVE 21 - (4,557,328) - (4,557,328) UNAPPROPRIATED RETAINED EARNINGS (DEFICIT), END OF YEAR (45,851,759) 386,002,733 (45,851,759) 386,002,733 ============= ============= ============= ============= B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1997 1996 1997 1996 EARNINGS PER SHARE (BAHT) : Net income (loss) before extraordinary item (7.98) 2.10 (7.98) 2.10 Extraordinary item (0.58) - (0.58) - Net income (loss) per share (8.56) 2.10 (8.56) 2.10 ============= ============= ============= ============= (More)