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NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES T H A I L A N D ________________________________________________________ INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH AND THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 AND INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT ________________________________________________________ EXPRESSED IN THAI BAHT ________________________________________________________ "UNAUDITED" "REVIEWED" INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT To The Board of Director of Noble Development Public Company Limited We have reviewed the consolidated balance sheets of Noble Development Public Company Limited and its subsidiaries and the balance sheets of Noble Development Public Company Limited as of September 30, 1999 and December 31, 1998 and the statements of income and deficit for the three - month and nine - month periods ended September 30, 1999 and 1998 and the related statements of changes in shareholders' equity and cash flows for the nine - month periods ended September 30, 1999 and 1998 in accordance with standards established by the Institute of Certified Accountants and Auditors of Thailand. A review of such interim financial statements consists principally of obtaining an understanding, by enquiries, of the accounting system for preparation of the financial statements, making an analytical review of pertinent financial data and making enquiries of certain officials of the company who have responsibility for financial and accounting matters. Because it is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole, we do not express such an opinion on the financial statements referred to above. Based on our review we are not awared of any material modifications that should be made to the accompanying interim financial statements in order for them to be in conformity with generally accepted accounting principles. (KESREE NARONGDEJ) Certified Public Accountant Registration No. 76 A.M.T. & ASSOCIATES Bangkok, Thailand November 3, 1999. "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 ASSETS CURRENT ASSETS Cash on hand and at banks 70,637 20,887 31,869 8,351 Short-term investment - financial institutions 4 19,745 37,467 260 12,603 Trade accounts receivable 11,100 17,740 6,629 8,292 Unbilled completed work 154,443 435,076 113,190 205,111 Short-term loans and advance to related companies - - 820,007 800,536 Inventories 1,972 1,972 - - Real estate development cost 5,11,12 1,383,130 1,601,929 384,652 645,458 Construction in progress - net - 4,760 - - Other current assets Short-term loan to other company 77,491 73,238 77,491 73,238 Accrued management fee - related companies - - 59,875 53,285 Advance to contractors 1,302 1,376 1,216 1,289 Others 39,292 35,794 7,920 15,447 Total Other Current Assets 118,085 110,408 146,502 143,259 Total Current Assets 1,759,112 2,230,239 1,503,109 1,823,610 INVESTMENTS - Related companies 6 3,247 3,247 113,460 101,176 - Other company 6 5,000 5,000 5,000 5,000 LAND BANK 7,11,12 753,162 753,162 120,961 120,961 PROPERTY, PLANT AND EQUIPMENT - NET 8 207,385 220,375 98,975 108,873 .../2 "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF SEPTEMBERE 30, 1999 AND DECEMBER 31, 1998 - 2 - THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 OTHER ASSETS Deposit - land 9 26,000 58,940 26,000 58,940 Goodwill 64,788 73,820 - - Pre-operating expenses and deferred charges 1,551 3,238 1,296 2,898 Others 10 33,005 41,116 18,711 28,134 Total Other Assets 125,344 177,114 46,007 89,972 TOTAL ASSETS 2,853,250 3,389,137 1,887,512 2,249,592 ========= ========= ========= ========= The accompanying notes to interim financial statements are an integral part of these statements. ............................. DIRECTOR ............................. DIRECTOR "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Banks overdrafts and loans from financial institutions 11 304,355 363,857 113,658 140,744 Accounts payable-construction - related company - - 186 186 - others 39,543 69,915 2,432 9,656 Current portion of long-term loans 12 1,029,019 1,321,337 240,653 487,052 Current portion of long-term bond 13,14 470,000 500,000 470,000 500,000 Deposit and received in advance from customers 9,074 43,200 2,278 10,291 Loan from related company - - 21,495 17,944 Other current liabilities Restructured debts 46,530 - 46,530 - Deferred income tax 94,432 103,328 38,231 38,231 Accrued expenses 355,177 233,824 154,650 117,463 Others 46,215 39,315 11,553 7,610 Total Other Current Liabilities 542,354 376,467 250,964 163,304 Total Current Liabilities 2,394,345 2,674,776 1,101,666 1,329,177 OTHER LIABILITIES Liabilities occur from the investment in the related companies - - 328,071 207,302 Others 1,079 1,358 1,079 1,358 Total Other Liabilities 1,079 1,358 329,150 208,660 Total Liabilities 2,395,424 2,676,134 1,430,816 1,537,837 .../2 "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 - 2 - THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 MINORITY INTERESTS 1,130 1,248 - - SHAREHOLDERS' EQUITY Share Capital-Baht 10.00 par value 14,20 Authorized share capital 693,750,000 ordinary shares in 1999 and 55,000,000 shares in 1998 6,937,500 550,000 6,937,500 550,000 ========= ========= ========= ========= Issued and fully paid up 55,000,000 ordinary shares 550,000 550,000 550,000 550,000 Premium on share capital 779,938 779,938 779,938 779,938 Retained earnings (deficit) Appropriated - Legal reserve 8,175 8,175 8,175 8,175 Unappropriated (881,417) (626,358) (881,417) (626,358) Total Shareholders' Equity 456,696 711,755 456,696 711,755 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 2,853,250 3,389,137 1,887,512 2,249,592 ========= ========= ========= ========= The accompanying notes to interim financial statements are an integral part of these statements. .............................. DIRECTOR .............................. DIRECTOR "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 SHARE CAPITAL Beginning of period 550,000 550,000 550,000 550,000 End of period 550,000 550,000 550,000 550,000 PREMIUM ON SHARE CAPITAL Beginning of period 779,938 779,938 779,938 779,938 End of period 779,938 779,938 779,938 779,938 RETAINED EARNINGS (DEFICIT) APPROPRIATED LEGAL RESERVE Beginning of period 8,175 8,175 8,175 8,175 End of period 8,175 8,175 8,175 8,175 UNAPPROPRIATED Beginning of period (626,358) (45,852) (626,358) (45,852) Decrease during the period (255,059) (580,506) (255,059) (580,506) End of period (881,417) (626,358) (881,417) (626,358) TOTAL SHAREHOLDERS'EQUITY 456,696 711,755 456,696 711,755 ========== ========== ========== ========= The accompanying notes to interim financial statements are an integral part of these statements. "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND DEFICIT FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998 THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 REVENUES Sales 71,995 102,604 5,098 42,870 Income from construction 850 8,865 2,055 1,171 Sales and service 1,391 811 - - Other income Gain on extinguish of debt 13 29,406 - 29,406 - Management fee - - 2,018 5,072 Gain on exchange rate - 24,928 - - Interest income 1,774 3,885 14,427 16,769 Others 1,933 3,581 896 1,567 Total Revenues 107,349 144,674 53,900 67,449 EXPENSES Cost of sales 57,331 142,794 3,647 52,595 Cost of construction 11,863 14,131 5,160 3,421 Cost of sales and services 242 355 - - Selling and administrative expenses 22,345 28,115 14,586 17,972 Loss from the cancelled contracts 15 1,819 1,786 779 6,894 Loss from disposition of real estate under debts restructuring agreement 16 177,370 - 161,920 - Loss from subsidiary companies under equity method - - 56,445 28,901 Interest expenses 92,876 20,896 57,629 19,943 Total Expenses 363,846 208,077 300,166 129,726 .../2 "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND DEFICIT FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998 - 2 - THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 LOSS BEFORE INCOME TAX, MINORITY INTERESTS AND EXTRAORDINARY ITEM (256,497) (63,403) (246,266) (62,277) INCOME TAX - 408 - - LOSS BEFORE MINORITY INTERESTS AND EXTRAORDINARY ITEM (256,497) (62,995) (246,266) (62,277) MINORITY INTERESTS 38 718 - - LOSS BERORE EXTRAORDINARY ITEM (256,459) (62,277) (246,266) (62,277) EXTRAORDINARY ITEM-Gain on restructured debts 17 135,811 - 125,618 - NET LOSS (120,648) (62,277) (120,648) (62,277) DEFICIT, BEGINNING OF PERIOD (760,769) (108,777) (760,769) (108,777) DEFICIT, END OF PERIOD (881,417) (171,054) (881,417) (171,054) ========== ========== ========== ========= LOSS PER SHARE (BAHT) Loss before extraordinary item (4.66) (1.14) (4.47) (1.14) Extraordinary item 2.47 - 2.28 - Loss per share (2.19) (1.14) (2.19) (1.14) ========== ========== ========== ========= The accompanying notes to interim financial statements are an integral part of these statements. "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND DEFICIT FOR THE NINE - MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998 THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 REVENUES Sales 194,764 279,174 41,268 70,861 Income from construction 7,609 23,022 2,055 8,866 Sales and service 7,522 2,642 - - Other income Gain (loss) from the cancelled contracts 15 51,301 (12,601) 5,557 (12,982) Gain on extinguish of debt 13 29,406 - 29,406 - Management fee - - 6,101 7,587 Gain on exchange rate - 75,526 - - Interest income 6,340 12,321 44,075 55,445 Others 6,684 10,731 3,171 4,500 Total Revenues 303,626 390,815 131,633 134,277 EXPENSES Cost of sales 155,789 346,085 38,607 88,261 Cost of construction 22,629 34,712 5,160 13,323 Cost of sales and services 2,293 1,364 - - Selling and administrative expenses 76,722 79,110 50,438 50,784 Loss from cancellation of purchase agreement 32,940 - 32,940 - Loss form disposition of real estate under debts restructuring agreement 16 177,370 - 161,920 - Loss from subsidiary companies under equity method - - 108,484 43,974 Interest expenses 226,871 57,386 114,761 63,137 Total Expenses 694,614 518,657 512,310 259,479 .../2 "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND DEFICIT FOR THE NINE - MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998 - 2 - THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 LOSS BEFORE MINORITY INTERESTS AND EXTRAORDINARY ITEM (390,988) (127,842) (380,677) (125,202) MINORITY INERESTS 118 2,640 - - LOSS BEFORE EXTRAORDINARY ITEM (390,870) (125,202) (380,677) (125,202) EXTRAORDINARY ITEM-Gain on restructured debts 17 135,811 - 125,618 - NET LOSS (255,059) (125,202) (255,059) (125,202) DEFICIT, BEGINNING OF PERIOD (626,358) (45,852) (626,358) (45,852) DEFICIT, END OF PERIOD (881,417) (171,054) (881,417) (171,054) ========== ========== ========== ========= LOSS PER SHARE (BAHT) Loss before extraordinary item (7.11) (2.28) (6.92) (2.28) Extraordinary item 2.47 - 2.28 - Loss per share (4.64) (2.28) (4.64) (2.28) ========== ========== ========== ========= The accompanying notes to interim financial statements are an integral part of these statements. "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998 THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss (255,059) (125,202) (255,059) (125,202) Add (less) items not affecting cash Depreciation and amortization 33,922 22,768 20,995 18,395 Loss (gain) on sales property, plant and equipment (377) (245) (377) (240) Loss (gain) from the cancelled contracts (51,301) 12,601 (5,557) 12,982 Less (gain) on extinguish of debt (29,406) - (29,406) - Loss (gain) from cancellation of purchase agreement 32,940 - 32,940 - Loss (gain) from disposition of real estate under debts restructuring agreement 177,370 - 161,920 - Loss (gain) from subsidiary companies under equity method - - 108,484 39,099 Loss (gain) on restructured debts (135,811) - (125,618) - Decrease (increase) in accrued management fee-related companies - - (6,590) (8,342) Decrease (increase) in accrued interest receivable - related companies - - (39,169) (33,026) Decrease (increase) in accrued interest receivable - other company (4,253) (6,577) (4,253) (6,577) Increase (decrease) in accrued interest - related companies - - 963 6,201 Increase (decrease) in accrued interest expenses - other companies 226,871 57,386 113,798 56,936 .../2 "UNAUDITED" (more)