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million, which are secured by the mortgage of 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, which are secured by the mortgage of land bank. "UNAUDITED" "REVIEWED" Loans are loans from a local financial institution. In 1999, interest are at the rate of 11.00% per annum and are secured by saving deposit at bank and the mortgage of land development, a related company's land development together with the guarantee by a director. In 1998, interest are at the rate of 15.75% per annum and are secured by saving deposit at bank and the mortgage of land development, a related company's 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 is in the process to operate according to the debts restructuring agreement on September 30, 1999. 12. CURRENT PORTION OF LONG - TERM LOANS In the consolidated financial statements Long-term loans are loans from local banks, local financial institutions and a foreign financial institution with interest at the rate of 9.25% - 15.00% per annum in 1999 and 12.25% - 18.00% per annum in 1998. These loans are repayable from 1998 to 2000. The repayable of these loans depends upon the release of mortgage by the company for transfer of land to the customers. These loans are secured by the mortgage of land, land development, land bank and plant. As of September 30, 1999 and December 31, 1998, long - term loans of Baht 963.47 million and Baht 699.29 million respectively 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 Long-term loans are loans from local financial institutions and a foreign financial institution with interest at the rate of 9.50%-10.00% per annum in 1999 and 12.50%-18.00% per annum in 1998. These loans are repayable from 1998 to 1999. The repayable of these loans depends upon the release of mortgage by the company for the transfer of land to the customers. These loans are secured by the mortgage of land development, a related company's land development. As of September 30, 1999 and December 31, 1998, long - term loans of Baht 240.65 million and Baht 255.66 million respectively are overdued. The company is in the process to aperate occording to the debts restructuring agreements on September 30, 1999. "UNAUDITED" "REVIEWED" 13. 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 8.00% non-convertible bond, totalling Baht 500 million, par value of Baht 1,000.00 each. Interest shall be paid semi-annully, the company has not made any payment when the bond became dued on June 15, 1998. On September 9, 1999, the company had offset its bond payable in the amount of Baht 30.00 million and the Baht 5.37 million accrued interest hold by a company with the investment in that company's bond, resulting a gain of Baht 29.41 million from the transaction. 14. SHARE CAPITAL At the extraordinary meeting of the shareholders on September 14, 1999, the shareholders had passed a resolution to increase the authorized share capital from Baht 550.00 million (55.00 million ordinary shares of Baht 10.00 each) to Baht 6,937.50 million (693.75 million ordinary shares of Baht 10.00 each), and it had been approved by the Ministry of Commerce on September 29, 1999. Also, the shareholders had approved to allot the increased capital as follows : 1) 18.00 million shares are to be offered to Lehman Brothers Holding Inc. at Baht 6.00 each. 2) 18.00 million shares for the option offer to Lehman Brothers's Group and other specific investors at Baht 6.00 each. 3) 2.75 million shares for the exercise of warrants according to project and to directors and employees of the company and its subsidiaries with the exercise price of Baht 6.00 each. 4) 16.50 million shares for the convertible bonds at Baht 1,000.00 per 30 ordinary common shares. 5) 583.50 million shares as follows :- 5.1 200.00 million shares to the existing shareholders at a minimum of Baht 10.00 per share. 5.2 200.00 million shares to the public at a minimum of Baht 10.00 per share. 5.3 183.50 million shares to specific investors at a minimum of Baht 10.00 per share. "UNAUDITED" "REVIEWED" In addition, the shareholders had approved a resolution to issue and offer 2.75 million units 5 years warrants to directors and employees of the company and it's subsidiaries with no exercise price being stated. One unit of warrant is entitled to buy one ordinary share at Baht 6.00 each. And the shareholders had approved a resolution for the company to issue new convertible bonds to exchange with the non - convertible bonds which had issued previously on June 6, 1994. The said convertible bonds are to be dued and converted within 1 month. The conversion price is Baht 1,000.00 per 30 ordinary common shares. The distribution of the convertible bonds shall be made within 3 months from the shareholders approved date. 15. LOSS FROM THE CANCELLED CONTRACTS As of September 30, 1999 and 1998, the company and its subsidiaries had cancelled some of the sale contracts, which the sales and cost of sales from those contracts had been recognized up to June 30, 1999 and 1998 and the company had recorded the amount seized from the cancelled contracts. 16. LOSS FROM DISPOSITION OF REAL ESTATE UNDER DEBTS RESTRUCTURING AGREEMENT THOUSAND BAHT THE COMPANY CONSOLIDATED ONLY Real estate development cost - Book value 331,660 292,720 - Transfered price-per debts restructuring agreement (154,290) (130,800) Loss from Disposition of Real Estate under Debts Restructuring Agreement 177,370 161,920 ============= ============= "UNAUDITED" "REVIEWED" 17. EXTRAORDINARY ITEM-GAIN FROM RESTRUCTURED DEBTS On September 17, 1999, the company and its subsidiaries had signed debts restructuring agreement with a financial institution as follows. THOUSAND BAHT THE COMPANY CONSOLIDATED ONLY Debts (principal and accrued interest) 336,631 302,948 Less Payment by transfer Real estate development cost, 1.1 million common shares at par value Baht 10.00 each and cash (200,820) (177,330) Gain from Restructured Debts 135,811 125,618 ============= ============= 18. RELATED PARTY TRANSACTIONS As of September 30, 1999 and 1998, the company and its subsidiaries have the related party transactions as follows : MILLION BAHT FOR THE THREE MONTH PERIOD FOR THE NINE MONTH PERIOD CONSOLIDATED THE COMPANY ONLY CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 1999 1998 1999 1998 Management fee - - 2.02 5.07 - - 6.10 7.59 Interest income - - 13.06 14.24 - - 39.17 45.24 Interest expense - - 0.30 0.79 - - 0.96 6.20 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 interim financial statements were not differed from the unrelated parties. "UNAUDITED" "REVIEWED" 19. COMMITMENT AND CONTINGENT LIABILITIES As of September 30, 1999 and December 31, 1998, the company and its subsidiaries have the commitment and contingent liabilities as follows : MILLION BAHT CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 19.1 Commitment under the contracts to invest in the development projects until completion 6.60 26.18 0.42 19.75 19.2 Commitment under the contracts to purchase of land 4.50 27.60 4.50 27.60 19.3 Contingent liabilities as a guarantor for customers' housing loans of the company and related companies 27.51 30.52 26.68 29.56 19.4 Contingent liabilities to bank for letters of guarantee 11.39 9.83 7.97 5.79 19.5 Contingent liabilities for guarantee of related companies's credit facilities - - 1,267.69 1,307.69 20. SUBSEQUENCE EVENT The company has registered with the Ministry of Commerce stated that on October 15, 1999 the Company's issued and paid-up share capital had increased and on November 1, 1999 had increased from Baht 550.00 million to Baht 812.50 million and from Baht 812.50 million to Baht 823.50 million. "UNAUDITED" "REVIEWED" 21. 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. 22. THE YEAR 2000 AFFECT TO THE COMPANY The company anticipate to have no problem with the Y2K because the company is upgrading the present system and replacing with the new system with the estimated cost of Baht 635,000. The company expects that the work shall be finished in 1999. By the year 2000, the company may face the uncertainty causing by the affect from the Y2K problem occur from other companies which the company deal business with. The company expects that the affect to the company will be immaterial. 23. RECLASSIFICATION OF ACCOUNTS Certain accounts in 1998 were reclassified to conform with the 1999 interim financial statements presentation.