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18. BANK OVERDRAFTS AND LOANS FROM FINANCIAL INSTITUTIONS BAHT CONSOLIDATED THE COMPANY ONLY 1998 1997 1998 1997 Bank overdrafts 41,717,541 39,362,810 15,065,253 16,235,549 Loans from foreign banks (US$ 1,942,000 in 1997) - 92,353,752 - - Short-term loans - financial institutions - Notes payable 123,622,231 122,119,452 28,647,092 23,722,012 - Loans 198,517,618 107,550,500 97,031,599 107,550,500 Total 363,857,390 361,386,514 140,743,944 147,508,061 In the consolidated financial statements - The company and its subsidiaries have credit lines with local banks amounted to Baht 42.73 million in 1998, which are secured by the mortgage of land and land development and amounted to Baht 43.65 million in 1997, which are secured by the mortgage of land bank and land development. - The subsidiary company has credit line with foreign banks of US$ 1.94 million with interest at the rate of 0.70% per annum plus SIBOR in 1997 and aval by a local bank. - Notes payable are short - term promissory notes of local financial institutions with interest at the rate of 14.25% - 21.00% per annum in 1998 and 16.25% - 18.00% per annum in 1997, which are secured by the mortgage of land bank, land development together with the guaranteed by a director. The subsidiary company has short-term promissory notes of a local financial institution which was ordered to cease its operation on December 8,1997 by the ministry of Finance amounted to Baht 24.98 million. As of December 31, 1998, short-term promissory notes of subsidiary companies of Baht 74.98 million have not been paid and are overdued. The company is in the process of getting further payment extension. - Loans are loans from local financial institution with interest at the rate of 12.25% - 18.00% per annum in 1998, which are secured by saving and fixed deposit at bank and the mortgage of land development together with the guaranteed by a director and loans from a local financial institution with interest at the rate of 19.50% per annum in 1997, which are secured by the mortgage of land development together with the guaranteed by a director. As of December 31,1998, loans of Baht 97.03 million have not been paid and are overdued.The company is in the process of getting further payment extension. In the company's financial statements - The company has credit lines with local banks amounted to Baht 17.73 million in 1998 and Baht 18.65 million in 1997 which are secured by the mortgage of land and land development. - Notes payable are short-term promissory notes of a local financial institution with interest at the rate of 14.25% per annum in 1998 and 18.00% per annum in 1997,which are secured by the mortgage of land bank. - Loans are loans from a local financial institution with interest at the rate of 15.75% per annum in 1998, which are secured by saving deposit at bank and the mortgage of land development,a related company's land development together with the guaranteed by a director and 19.50% per annum in 1997,which are secured by the mortgage of land development,a related company's land development together with the guaranteed by a director. As of December 31,1998, loans of Baht 97.03 million have not been paid and are overdued.The company is in the process of getting further payment extension. 19. CURRENT PORTION OF LONG-TERM BOND According to the resolution of the extraordinary meeting of the shareholders on June 6,1994,the company had issued a 4 year 8% non-convertible bond,totalling Baht 500 million,par value of Baht 1,000.00 each.Interest shall be paid semi-annually.The company has not made any payment when the bond became dued on June 15, 1998, and is in the process to restructure the debts. 20. DEFERRED INCOME TAX AND INCOME TAX B A H T CONSOLIDATED THE COMPANY ONLY 1998 1997 1998 1997 Income tax for the year - Per tax 3,187,667 2,275,593 - - Income tax for the year - Per book - 12,760,103 - - Deferred income tax - Beginning 106,515,315 96,030,869 38,231,398 38,231,398 Adjustment for the year (3,187,603) 10,484,446 - - Deferred income tax - End of year 103,327,712 106,515,315 38,231,398 38,231,398 21. LONG-TERM LOANS In the consolidated financial statements,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 is dependent 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 is dependent upon the release of mortgage by the company for the transfer of land to the customers. BAHT CONSOLIDATED THE COMPANY ONLY 1998 1997 1998 1997 - Principle in Baht In the consolidated financial statements,bearing interest at the rate of 12.25%-18.00% p.a.in 1998 and 15.50%-18.00% p.a.in 1997 In the company's financial statements, bearing interest at the rate of 12.50%-15.75% p.a.in 1998 and 16.25%-18.00% p.a.in 1997 1,001,700,906 1,112,852,450 458,615,088 450,805,376 Loan, principle in US dollar were converted into Baht Loan in 1997 with no interest rate. 28,436,585 28,436,585 28,436,585 28,436,585 - Principle in US dollar US$ 8 million,bearing interest at the rate of 3.50% plus SIBOR in 1997, On December4,1998,a subsidiary Company's loan,principle in US dollar had converted into Baht Loan, bearing interest at the rate of 18.00% p.a. 291,200,000 380,448,000 - - Total 1,321,337,491 1,521,737,035 487,051,673 479,241,961 Less Current portion (1,321,337,491) (906,789,035) (487,051,673) (244,741,961) Long-term loans - Net - 614,948,000 - 234,500,000 In the consolidated financial statements These loans are secured by the mortgage of land,land development,land bank and plant. Long-term loans of Baht 699.29 million in 1998 and Baht 230.61 million in 1997 have not been paid and are overdued.The company is in the process of getting further payment extension. In the company's financial statements These loans are secured by the mortgage of land development,a related company's land development in 1998 and 1997. Long-term loans of Baht 255.66 million in 1998 and Baht 28.44 million in 1997 have not been paid and are overdued.The company is in the process of getting further payment extension. 22. SHARE CAPITAL In the consolidated financial statements,at the board of directors meeting No.3/1998 held on May 15,1998 a related company called up an other Baht 75.00 on each share. In the company's financial statements,at the 1997 ordinary general meeting held on April 24,1997 the shareholders approved to distribute the remaining 11 million ordinary shares by offer to sell to the public 10.4 million shares for Baht 16.00 each and to the company's staffs 0.6 million shares for Baht 12.00 each. 23. LOSS FROM THE CANCELLED CONTRACTS In 1998 and 1997,the company and its subsidiary had cancelled 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 1998 1997 1998 1997 Total value of the cancelled contracts 422,035,280 591,685,395 136,758,000 138,299,200 Sales 414,414,453 572,921,144 133,403,870 136,251,675 Cost of sales (314,197,648) (438,558,260) (95,430,454) (96,180,797) 100,216,805 134,362,884 37,973,416 40,070,878 Less the amount seized from the Cancelled contracts (54,384,063) (20,797,590) (24,594,959) (6,845,841) Loss from the cancelled contracts - net 45,832,742 113,565,294 13,378,457 33,225,037 24. 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 1998 1997 1998 1997 REVENUES Sales 65,784,846 26,084,246 10,529,251 (7,797,398) Income from construction 6,044,259 3,890,134 4,156,950 8,930,815 Sales and service 5,188,187 3,976,382 - - Sales - machinery 1,070,822 2,150,268 - - Other income - Management fee - - 2,775,986 2,040,402 - Gain on exchange rate 24,589,600 - - - - Interest income 4,274,355 4,697,785 16,454,766 19,806,070 - Others 3,095,628 1,605,958 1,755,448 1,526,527 Total Revenues 110,047,697 42,404,773 35,672,401 24,506,416 EXPENSES Cost of sales 89,753,927 38,180,997 2,102,184 (10,246,726) Cost of construction 8,347,541 3,842,927 7,559,173 9,730,562 Cost of sales and services 1,235,062 737,934 - - Cost of sales - machinery 993,329 1,994,657 - - The previous year construction cost charges - 11,975,354 - - Selling and administrative expenses 36,504,403 32,208,043 19,265,926 17,344,726 Loss from the cancelled contracts 33,231,476 32,509,432 396,855 4,348,226 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 method - - 311,224,021 172,283,919 Interest expenses 223,169,986 17,245,180 84,823,127 22,253,621 Total Expenses 564,197,041 138,694,524 490,976,599 215,714,328 LOSS BEFORE INCOME TAX, EXTRAORDINARY ITEM AND MINORITY INTERESTS (454,149,344) (96,289,751) (455,304,198) (191,207,912) INCOME TAX - 7,507,347 - - LOSS BEFORE EXTRAORDINARY ITEM AND MINORITY INTERESTS (454,149,344) (88,782,404) (455,304,198) (191,207,912) EXTRAORDINARY ITEM-FOREIGN CURRENCY TRANSACTION LOSS ARISING FROM THE MANAGED FLOAT SYSTEM (NOTE 25) - (103,046,698) - - NET LOSS (454,149,344) (191,829,102) (455,304,198) (191,207,912) MINORITY INTERESTS IN NET LOSS (1,154,854) 621,190 - - NET LOSS (455,304,198) (191,207,912) (455,304,198) (191,207,912) LOSS PER SHARE (BAHT): LOSS BEFORE EXTRAORDINARY ITEM (8.28) (1.67) (8.28) (3.64) EXTRAORDINARY ITEM - (1.97) - - NET LOSS (8.28) (3.64) (8.28) (3.64) 25. EXTRAORDINARY ITEM - FOREIGN CURRENCY TRANSACTION LOSS ARISING FROM THE MANAGED FLOAT SYSTEM On July 2,1997, the Ministry of Finance had announced to change the foreign currency exchange system from the Basket of Currencies to the Managed Float.This had affected the company and its subsidiary to incur the currency loss in 1997 of Baht 234.53 million in the consolidated financial statement (net of income tax of Baht 12.87 million) and Baht 29.34 million in the company's financial statement. 26. RELATED PARTY TRANSACTIONS MILLION BAHT CONSOLIDATED THE COMPANY ONLY 1998 1997 1998 1997 Management fee - - 10.36 4.94 Interest income - - 59.01 52.86 Interest expenses - - 6.79 11.43 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. 27. 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. 28. COMMITMENT AND CONTINGENT LIABILITIES As of December 31,1998 and 1997,the company and its subsidiaries have the commitment and contingent liabilities as follows: MILLION BAHT CONSOLIDATED THE COMPANY ONLY 1998 1997 1998 1997 28.1 Commitment under the contracts to invest in the development project until completion 26 63 20 21 28.2 Commitment under the contracts to purchase of land 28 28 28 28 28.3 Contingent liabilities as a guarantor for customer's housing loans of the company and related companies 31 22 30 21 28.4 Contingent liabilities to bank for letters of guarantee 10 9 6 7 28.5 Contingent liabilities for guarantee of related companies's credit facilities - - 1,308 1,388 28.6 The company had issue cheques to secure the payment of loan from a local bank 83 83 83 83 29. 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. 30. THE YEAR 2000 EFFECT TO THE COMPANY The company is in the process to improve the computer system to solve the year 2000 problem.The company expects that the work shall be finished in 1999.The cost of improving the system is underestimation. By the year 2000,the company may face the uncertainty causing by the affect from the Y2K problem occurfrom other companies which the company deal business with.The company expects that the affect to the company will be immaterial. 31. RECLASSIFICATION OF ACCOUNTS Certain accounts in 1997 were reclassified to conform with the 1998 consolidated financial statements presentation.