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"REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998 - 2 - THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Minority interests in loss of subsidiaries (118) (2,640) - - Operating profit (loss) before working capital changes (5,222) (41,909) (26,929) (39,774) Decrease(increase)in trade accounts receivable 6,640 30,948 1,664 382 Decrease(increase)in unbilled completed work 12,213 10,350 12,520 (25,230) Decrease(increase)in inventories - 1,809 - - Decrease(increase)in real estate development cost for sales 205,603 231,974 54,288 43,577 Decrease(increase)in construction in progress - net 4,759 73 - - Decrease(increase)in other current assets Advance to contractors 74 5,221 74 6,093 Others (3,498) (9,747) 7,526 (5,177) Decrease(increase)in other assets Deposit - land - 28,060 - 28,060 Pre-operating expense - (22,908) - (795) Others 354 (2,664) 1,666 (2,520) Increase(decrease)in accounts payable - construction Related companies - - (7,224) (6,399) Other companies (30,372) (64,538) - (14,250) .../3 "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 - 3 - THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Increase(decrease)in deposit and received in advance from customers (34,126) (133) (8,013) (750) Increase(decrease)in other current liabilities Deferred income tax (8,896) (10,357) - - Accrued expenses (41,087) 66,209 (20,888) 1,975 Others 6,900 (4,922) 3,942 (11,833) Increase(decrease)in other liabilities - others (279) 60 (279) 60 Cash flows from operating activities-Net 113,063 217,526 18,347 (26,581) CASH FLOWS FROM INVESTING ACTIVITIES: Decrease(increase)in short-term investment - financial institutions 17,722 1,163 12,342 45,494 Decrease(increase)in short-term loans and advance to related companies - - 17,199 58,071 Decrease(increase)in land bank - (60,582) - (2,327) Acquisition in property, plant and equipment (1,200) (6,693) (482) (286) Proceeds from sales of property,plant and equipment 379 392 379 362 Decrease(increase)in other assets - goodwill - 9,033 - Cash flows from investing activities - Net 16,901 (56,687) 29,438 101,314 .../4 "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 - 4 - THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 CASH FLOWS FROM FINANCING ACTIVITIES: Increase(decrease)in banks overdrafts and loans from finacial institutions (30,855) (685) 1,561 (11,788) Increase(decrease)in current portion of long-term loans (49,359) (111,848) (28,415) 16,820 Increase(decrease)in loans from related company - - 2,588 (80,088) Increase(decrease)in current portion of long - term bond - (39,730) - - Cash flows from financing activities - Net (80,214) (152,263) (24,266) (75,056) INCREASE(DECREASE)IN CASH AND CASH EQUIVALENTS 49,750 8,576 23,519 (323) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 20,887 14,444 8,350 7,292 CASH AND CASH EQUIVALENTS, END OF PERIOD 70,637 23,020 31,869 6,969 ========== ========== ========== ========== ACTIVITIES NOT AFFECTING CASH: Transfer from real estate development cost for sales to investment in land bank - 4,977 - - Decrease(increase)in investment in land bank - (4,977) - - Transfer from minority interests to other current assets - others - 2,625 - - Decrease (increase) in other current assets - others - (2,625) - - .../5 "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 - 5 - THOUSAND BAHT CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION Cash paid during the period for Interest expenses 104,212 119,018 73,921 64,740 Income tax - 8 - - The accompanying notes to interim financial statements are an integral part of these statements. "UNAUDITED" "REVIEWED" NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 1. GENERAL The Company was approved by The Stock Exchange of Thailand to be a listed company in The Stock Exchange of Thailand on November 22, 1996. The stock of the company began trading on June 12, 1997. 2. PRESENTATION OF INTERIM FINANCIAL STATEMENTS The interim financial statements were presented according to the Ministerial Regulation No. 7 (B.E. 2539) declared on October 25, 1996 as empowered under the Public Companies Limited ACT B.E. 2535. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1 Principles of consolidation The consolidated accounts incorporate the accounts of the Company and its majority own (over 50%) subsidiaries either directly or indirectly. Significant intercompany transaction are eliminated. The Company has eight subsidiaries with 64.9% and 99.9% holdings of which is treated 65% and 100% respectively in the consolidation, as follows : "UNAUDITED" "REVIEWED" Kind of Percentage business of shareholding Bang Plee View Co., Ltd. real estate 99.99 Ban Suk Sabai Co., Ltd. real estate 99.98 Bannsiam Co., Ltd. real estate 99.99 Wipa View Co., Ltd. real estate 99.99 Continental City Co., Ltd. real estate 99.99 World Time Holding Co., Ltd. real estate 99.99 S & P Property Management Co., Ltd. real estate 99.99 (Formerly Noble Property Management Co.,Ltd) Research & Consultant Co.,Ltd. real estate 64.99 The excess of the aggregated cost of the investments in subsidiary companies over the aggregated book value was presented as "Goodwill" in the Consolidated Balance Sheets and amortized on the straight-line method over a period of 10 years. 3.2 Revenue recognition Income on sales of Condominium, Property Development Projects and Income from construction are recognized when the contract was signed, calculated based on the percentage of completion method. Instalment payment due according to the contracts but not yet received is shown as "Accounts receivable". The excess or lower of revenue recognized under the percentage of completion method over or under the amount of instalment payment due according to the contracts is shown as "Unbilled completed work" or "Unearned income" respectively in consolidated balance sheets. Sales and service revenues are recognized when goods are delivered and services are rendered. 3.3 Cost of sales and Cost of construction Cost of sales and Cost of construction included the allocation of the cost of land, development cost and construction cost as expected to be incurred for the whole projects to units of the project calculated on the same basis of income recognition which based on the percentage of completion method. "UNAUDITED" "REVIEWED" 3.4 Inventories Inventories - machinery are stated at the lower of cost (FIFO) or net realisable value. Supplies for construction are stated at the lower of weighted average cost or net realisable value. 3.5 Real estate development cost Real estate development cost comprised of costs of land development, costs of construction, related interest cost, promotion expenses and other related cost, are stated at cost. As of December 31, 1998, due to the company has suspended the development for an indefinite period, the deferred promotion cost of Baht 86.80 million in the consolidated financial statements and Baht 22.61 million in the company's financial statements were amortized. 3.6 Construction in progress Construction in progress comprised of costs of construction , related interest cost, promotion expenses, project management cost and other related cost, are stated at cost. 3.7 Interest capitalization The Company capitalized, as part of the cost of land and land development for sales, interest on loans for the acquisition of the said items. The capitalization will be discontinued when the land is completed for sales. As of December 31, 1998, due to the company has suspended the property development for an indefinite period, the company has thus recorded the 1998 interest of Baht 201.45 million in the consolidated financial statements and Baht 65.65 million in the company's financial statements as expense. "UNAUDITED" "REVIEWED" 3.8 Investments in related and other companies Investments in related companies are recorded under equity method. Investment in other company is recorded under cost method. 3.9 Land bank Land bank comprised of costs of land development, related interest cost and other related cost, are stated at cost. 3.10 Property, plant and equipment Property, plant and equipment are stated at cost. Depreciation is calculated on the straight-line method based on the estimated useful lives of 5 - 20 years. 3.11 Pre-operating expenses and deferred charges Pre-operating expenses and deferred charges are amortized on the straight-line method over a period of 1 - 5 years. As of December 31, 1998, due to the company has suspended the development for an indefinite period, the pre-operating expense and deferred charges of Baht 84.16 million in the consolidated financial statements and Baht 42.99 million in the company's financial statements were amortized. 3.12 Deferred income tax The Company adopts the generally accepted practice of providing for deferred income tax resulting from time difference between accounting and taxable income. The time difference arise primarily from the accounting income being recognized on the percentage of completion method where as the taxable income are recognized according to the instalment payments dued. "UNAUDITED" "REVIEWED" 3.13 Foreign currency transaction Foreign currency transactions during the year are converted into Baht at the rates ruling on the transaction dates. Assets and liabilities in foreign currencies at the end of period are converted into Baht at the bank buying and selling rate on the consolidated balance sheet date. Gain or loss from translation are included in determining earnings. 3.14 Provident fund Under Provident Fund Act. (B.E. 2530) the Company set up a new employee provident fund scheme in October 1994. This fund is managed by an approved finance company. Each employee contributes a fixed percentage of the gross salary and the company contributes an amount depending on employee of services. The company had been approved to temporary stop the payment contribute into the provident fund from October 1, 1997 to December 31, 1999, by the registrar of the provident fund on November 26, 1997. 3.15 Loss per share Loss per share is determined by dividing net loss by the weighted average number of shares outstanding. 4. SHORT-TERM INVESTMENT - FINANCIAL INSTITUTIONS In the consolidated financial statements, short - term investment are consisted of fixed deposit at bank and short-term promissory notes of local financial institutions with interest at the rate of 2.00% - 5.00% per annum in 1999 and 4.50% - 6.00% per annum in 1998. In the company's financial statements, short-term investment are consisted of fixed deposit at banks with interest at the rate of 2.00%-3.00% per annum in 1999 and fixed deposit at bank and short-term promissory notes of local financial institutions with interest at the rate of 5.50% - 6.00% per annum in 1998. Fixed deposit at bank are used as guarantee for letter of guarantee from bank to the Metroprolitan Electricity Authority and for customers' housing loan. "UNAUDITED" "REVIEWED" 5. REAL ESTATE DEVELOPMENT COST In 1998 consolidated financial statement, to enable a subsidiary company to transfer the title deed to the individual customer when the payments are made, the Company has divided some of the big lots of land into small lots by using a middle man. All of the small divided lots which are not transferred are used to replace the previous mortgage with a local bank. The latest appraisal of the real estate development assets was on December 31, 1995 for Baht 2,175.50 million for the consolidated financial statements and Baht 986.40 million for the company's financial statements, the value is expected to be higher than the present market value. The company has not set up the allowance for the impairment in value of the said assets, because the management believe that it is temporary situation. The company is in the process to appraisal the real estate development assets. The company expects that the appraisal shall be finished in the fourth quarter of year 1999. 6. INVESTMENTS IN RELATED AND OTHER COMPANIES As of September 30, 1999 and December 31, 1998, the aggregated cost of investments in related and other companies was higher than the aggregated book value, based on the latest unaudited and reviewed the interim financial statement, by Baht 59.58 million and Baht 65.26 million respectively. 7. LAND BANK The latest appraisal of a part of land bank was on December 31, 1995 for Baht 788.90 million for the consolidated financial statements and Baht 37.40 million for the company's financial statements, the value is expected to be higher than the present market value. The company has not set up the allowance for the impairment in value of the said assets, because the management believe that it is temporary situation. The company is in the process to appraisal the real estate development assets. The company expects that the appraisal shall be finished in the fourth quarter of year 1999. "UNAUDITED" "REVIEWED" 8. PROPERTY, PLANT AND EQUIPMENT The latest appraisal of a part of property, plant and equipment was on December 31, 1995 for Baht 52.30 million for the consolidated and company's financial statements, the value is expected to be higher than the present market value. The company has not set up the allowance for the impairment in value of the said assets, because the management believe that it is temporary situation. The company is in the process to appraisal the real estate development assets. The company expects that the appraisal shall be finished in the fourth quarter of year 1999. 9. OTHER ASSETS - DEPOSIT - LAND Under other assets, in the consolidated financial statements and in the company's financial statements, as of September 30, 1999, the contracts to purchase land is dued, the payments has not been made and the company is in the process of getting further extension. 10. OTHER ASSETS - OTHERS Under the other assets, in the consolidated financial statements and in the company's financial statements, included promissory notes (amounted to Baht 3.93 million and Baht 2.64 million respectively) of a financial institution which was ordered to cease its operation on December 8,1997 by the Ministry of Finance. The said promissory notes are not able to change to the negotiable certificate of deposit and being hold for liquidation settlement. As of September 30, 1999, promissory notes of Baht 2.69 million and Baht 1.86 million and as of December 31, 1998, promissory notes of Baht 3.12 million and Baht 2.16 million respectively have been pledged to secure customers' housing loans. As of December 31, 1998, the company had the saving deposit at bank approximately Baht 1.58 million which are pledged to secure loan from bank. "UNAUDITED" "REVIEWED" 11. BANKS OVERDRAFTS AND LOANS FROM FINANCIAL INSTITUTIONS In the consolidated financial statements The company and its subsidiaries have credit lines with local banks amounted to Baht 42.73 million which are secured by the mortgage of land development. Notes payable are short - term and callable promissory notes of local financial institutions with interest at the rate of 9.75% - 15.00% per annum in 1999 and 14.25% - 21.00% per annum in 1998, which are secured by the mortgage of land bank, land development, together with the guarantee by a director. As of December 31, 1998, 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 September 30, 1999 and December 31, 1998, short-term promissory note of Baht 50.00 million and Baht 74.98 million respectively are overdued. The company and its subsidiaries are in the process to operate according to the debts restructuring agreements on September 29, 1999. Loans are loans from several local financial institutions. In 1999, interest are at the rate of 9.25% - 15.00% per annum and are secured by the mortgage of land development together with the guarantee by a director. In 1998, interest are at the rate of 12.25%-18.00% per annum and are secured by saving and fixed deposit at bank and the mortgage of land development together with the guarantee by a director. As of September 30, 1999 and December 31, 1998, loans of Baht 97.03 million are overdued. The company and its subsidiaries are in the process to operate according to the debts restructuring agreements on September 29 and 30, 1999. In the company's financial statements The company has credit lines with a local bank amounted to Baht 17.73 (more)