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NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS (UNAUDITED) 31 MARCH 2000 AUDITOR'S REPORT ON REVIEW OF INTERIM CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS To the Shareholders and the Board of Directors of Noble Development Public Company Limited I have reviewed the accompanying interim consolidated and company balance sheets of Noble Development Public Company Limited as at 31 March 2000 and the related interim consolidated and company statements of income, changes in shareholders' equity, retained earnings and cash flows for the three-month period ended 31 March 2000. These financial statements are the responsibility of the Company's management. My responsibility is to issue a report on these financial statements based on my review. I conducted my review in accordance with the standard of auditing applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. An review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. I have not performed an audit, and, accordingly, I do not express an audit opinion. Based on my review, nothing has come to my attention that causes me to believe that the interim consolidated and company financial statements referred to in the first paragraph are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. The consolidated and company financial statements for the year ended 31 December 1999 were audited by another independent auditor whose report dated 18 February 2000 expressed an unqualified audit opinion on those financial statements. The consolidated and company balance sheets as at 31 December 1999, presented herewith for comparative purposes, are a component of the financial statements which were audited by another independent auditor as stated above. As explained in note 9 to the financial statements, the consolidated and the company balance sheets are restated, for comparative purposes, to reflect the results of correction of errors in prior years amounting to Baht 78.5 million and certain reclassifications to comply with the classifications of the financial statements for the three-month period ended 31 March 2000. The interim consolidated and company financial statements for the three-month period ended 31 March 1999 were reviewed by another independent auditor whose report dated 6 May 1999, expressedthat she was not aware of any material modifications that should be made to those interim financial statements for them to be in conformity with generally accepted accounting principles.The interim consolidated and company statements of income, changes in shareholders' equity,retained earnings and cash flows for the three-month period ended 31 March 1999, presented herewith for comparative purposes, are a component of the interim financial statements which were reviewed by another independent auditor as stated above. SOONTHORN DENTHAM Certified Public Accountant (Thailand) No. 3340 PricewaterhouseCoopers ABAS Limited Bangkok 11 May 2000 Noble Development Public Company Limited Balance Sheets As at Consolidated Company Notes 31 March 31 December 31 March 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Baht'000 Baht'000 Baht'000 Baht'000 (Restated) (Restated) Assets Current Assets Cash on hand and at banks 21,757 26,696 4,338 12,811 Short-term investments 307 226 307 226 Trade accounts receivable,net 6,804 6,839 6,162 6,209 Unbilled completed work 90,498 92,829 81,072 79,958 Short-term loans and advances to subsidiaries 10 - - 55,683 55,060 Inventories 3,439 6,289 - - Real estate development cost 299,447 309,140 102,262 105,083 Other current assets 36,670 29,225 25,173 23,088 Total Current Assets 458,922 471,244 274,997 282,435 Non- Current Assets Investments in and loans to Subsidiaries 10 - - 32,061 26,030 Investment in associate 3,247 3,247 3,247 3,247 Other long-term investment 5,000 5,000 5,000 5,000 Loans to shareholder 39,145 38,823 39,145 38,823 Land held for development 296,587 296,587 81,035 81,035 Property and equipment 3 144,987 147,378 32,544 33,624 Other assets 4 77,014 92,123 52,796 54,434 Total Non Current Assets 565,980 583,158 245,828 242,193 Total Assets 1,024,902 1,054,402 520,825 524,628 Director Director The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements. Noble Development Public Company Limited Balance Sheets As at Consolidated Company Notes 31 March 31 December 31 March 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Baht'000 Baht'000 Baht'000 Baht'000 (Restated) (Restated) Liabilities and Shareholders' Equity Current Liabilities Bank overdrafts and loans from financial institutions 164,604 164,110 58,093 57,595 Accounts payable-construction - related companies - - 186 186 - others 9,337 38,074 1,588 1,588 Current portion of long-term loans 5 242,887 251,460 - - Current portion of long-term bond 5 30,000 30,000 30,000 30,000 Deposit and advance received from customers 15,252 16,773 11,296 11,097 Loan from subsidiary 10 - - 7,066 8,035 Other current liabilities 6 149,298 142,555 18,967 19,479 Total Current Liabilities 611,378 642,972 127,196 127,980 Non-Current Liabilities Long-term loans 5 125,990 129,998 - - Liabilities arisen from investments in subsidiaries - - 107,080 116,226 Other liabilities 473 957 473 957 Total Non-Current Liabilities 126,463 130,955 107,553 117,183 Total Liabilities 737,841 773,927 234,749 245,163 The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements Noble Development Public Company Limited Balance Sheets As at Consolidated Company Note 31 March 31 December 31 March 31 December 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Baht'000 Baht'000 Baht'000 Baht'000 (Restated) (Restated) Shareholders' Equity Share capital Authorised share capital 6,937,500 6,937,500 6,937,500 6,937,500 Issued and paid-up share capital 913,565 913,565 913,565 913,565 Share premium 7 1,078,338 1,078,338 1,078,338 1,078,338 Share discount (72,000) (72,000) (72,000) (72,000) Retained earnings Appropriated Legal reserve 8,175 8,175 8,175 8,175 Deficits (1,642,002) (1,648,613) (1,642,002) (1,648,613) Minority interest 985 1,010 - - Total Shareholders' Equity 287,061 280,475 286,076 279,465 Total Liabilities and Shareholders' Equity 1,024,902 1,054,402 520,825 524,628 The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements Noble Development Public Company Limited Statements of Income (Unaudited) For the three-month period ended 31 March Consolidated Company Notes 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Revenues Sales 22,546 71,352 7,466 30,171 Income from construction services - 5,473 - - Service income 4,634 5,120 - - Gain from cancelled contracts 2 - 17,478 - 9,858 Interest income 351 2,077 7,469 14,811 Gain from forgivingness by account payable construction 2 1,818 - - - Other income 1,282 2,534 610 3,369 Total revenues 30,631 104,034 15,545 58,209 Expenses Cost of sales 2 (7,044) 73,324 5,420 32,801 Cost of construction services - 9,260 - - Cost of services 448 1,337 - - Selling and administrative expenses 16,910 27,049 13,718 19,638 Directors' remuneration 750 - 750 - Interest expenses 12,982 69,309 2,333 28,860 Total expenses 24,046 180,279 22,221 81,299 Operating profit (loss) 6,585 (76,245) (6,676) (23,090) Share of profit (loss) of subsidiaries - - 13,286 (53,113) Profit (loss) before tax 6,585 (76,245) 6,610 (76,203) Income tax - - - - Profit (loss) before minority interest 6,585 (76,245) 6,610 (76,203) Loss from subsidiaries to minorities 25 42 - - Net profit (loss) for the period 6,610 (76,203) 6,610 (76,203) The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements Noble Development Public Company Limited Statements of Income (Unaudited) For the three-month period ended 31 March Consolidated Company 2000 1999 2000 1999 Baht Baht Baht Baht Basic earnings (loss) per share Profit (loss) before minority interest 0.07 (1.39) 0.07 (1.39) Loss from subsidiaries to minorities - - - - Net profit (loss) for the period 0.07 (1.39) 0.07 (1.39) The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements Noble Development Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited) For the three-month period ended 31 March Consolidated Company Note 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Share capital Beginning balance 913,565 550,000 913,565 550,000 Increase in during the period - - - - Decrease in during the period - - - - Ending balance 913,565 550,000 913,565 550,000 Share premium Beginning balance 7 1,078,338 779,938 1,078,338 779,938 Increase in during the period - - - - Decrease in during the period - - - - Ending balance 1,078,338 779,938 1,078,338 779,938 Share discount Beginning balance (72,000) - (72,000) - Increase in during the period - - - - Decrease in during the period - - - - Ending balance (72,000) - (72,000) - The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements Noble Development Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited) For the three-month period ended 31 March Consolidated Company Note 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Retained earnings Appropriated retained earnings Legal reserve Beginning balance 8,175 8,175 8,175 8,175 Increase in during the period - - - - Decrease in during the period - - - - Ending balance 8,175 8,175 8,175 8,175 Deficits Beginning balance -as previously reported (1,570,158) (626,358) (1,570,158) (626,358) -prior year adjustments 9 (78,454) - (78,454) - -as restated (1,648,612) (626,358) (1,648,612) (626,358) Profit(loss) for the period 6,610 (76,203) 6,610 (76,203) Ending balance (1,642,002) (702,561) (1,642,002) (702,561) Minority interest Beginning balance 1,010 1,248 - - Decrease during the period (25) (42) - - Ending balance 985 1,206 - - Total Shareholders' Equity 287,061 636,758 286,076 635,552 The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements Noble Development Public Company Limited Statements of Retained Earnings (Unaudited) For the three-month period ended 31 March Consolidated Company Note 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Deficits Beginning balance -as previously reported (1,570,158) (626,358) (1,570,158) (626,358) -prior year adjustments 9 (78,454) - (78,454) - -as restated (1,648,612) (626,358) (1,648,612) (626,358) Profit (loss) for the period 6,610 (76,203) 6,610 (76,203) Ending balance (1,642,002) (702,561) (1,642,002) (702,561) Appropriated retained earnings: Legal reserve 8,175 8,175 8,175 8,175 Deficits at end of period (1,633,827) (694,386) (1,633,827) (694,386) The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements Noble Development Public Company Limited Statements of Cash Flows (Unaudited) For the three-month period ended 31 March Consolidated Company Note 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 Cash flows from (used in) operating activities 8 7,457 58,586 (11,308) 28,194 Cash flows from investing activities Disposals of short-term investments (96) 9,792 (96) 10,000 Loan to subsidiaries - - (3,405) (1,000) Repayment of loans to subsidiaries - - 7,023 5,914 Acquisition of property and equipment (224) (53) (222) (53) Proceeds from sales of property and equipment 11 375 7 375 Net cash (payments)/receipts from Investing activities (309) 10,114 3,307 15,236 Cash flows from financing activities Received (payment) of bank overdrafts and loans from financial institutions 494 (12,961) 497 316 Repayment of long-term loans (12,581) (32,505) - (20,960) Repayment of loan from subsidiary - - (969) (5,000) Net cash payment from financing activities (12,087) (45,466) (472) (25,644) Net (decrease) increase in cash on hand and at banks (4,939) 23,234 (8,473) 17,786 Beginning balance 26,696 20,887 12,811 8,350 Ending balance 21,757 44,121 4,338 26,136 The notes to the interim financial statements on pages 12 to 22 form an integral part of these interim financial statements Noble Development Public Company Limited Note to Interim Financial Statements (Unaudited) For the three-month period ended 31 March 2000 and 1999 1 Principal accounting policies The interim consolidated and company financial statements are prepared in accordance with the accounting principles generally accepted in Thailand. However, the primary statements i.e. balance sheets, statements of income, changes in shareholders' equity, retained earnings and cash flows are presented in the full format as prescribed by the Ministerial Regulation No. 7 (B.E. 2539) in accordance with the Securities and Exchange Commission's and the Stock Exchange of Thailand's requirements, rather than in the condensed format as required by Thai Accounting Standard No. 41, "Interim Financial Reporting." The accounting policies used in the preparation of the interim financial statements are consistent with those used in the annual financial statements for the year ended 31 December 1999. The Group has implemented the following new Thai Accounting Standards, effective 1 January 2000, in these interim financial statements: TAS 43 - Business Combination TAS 44 - Consolidated Financial Statements and Accounting for Investment in Subsidiaries TAS 45 - Accounting for Investment in Associates TAS 47 - Related Party Disclosures The Comparatives have been adjusted or extended to take into account the requirements of those newly effective standards and had been reclassified for comparative purpose. Costs that are incurred unevenly during the financial year are anticipated or deferred in the interim report only if it would be also appropriate to anticipate or defer such costs at the end of the financial year. These interim financial statements should be read in conjunction with the 1999 annual financial statements. 2 Significant unusual items charged to operating profit (loss) The following items of unusual nature have been charged to the operating profit (loss) during the interim period. Consolidated Company 31 March 31 March 31 March 31 March 2000 1999 2000 1999 Baht'000 Baht'000 Baht'000 Baht'000 a) Gain from cancelled contract - 17,478 - 9,858 b) Forgivingness debt by account payable construction 17,171 - - - a) In 1999, the Company and its subsidiary had cancelled certain sales contracts which the sales and cost of sales from these contracts were fully recognised. The deposits from these contracts were seized. b) During the first quarter of year 2000, a construction contractor payable of a subsidiary forgave the debt due to the contractor and also the construction retention amounting to Baht 19.86 million. The subsidiary recorded as a reduction of cost of sales totaling of Baht 15.36 million and recorded gain from forgiveness by account payable-construction amounting to Baht 1.81 million. This resulted in the presentation of cost of sales in consolidated statement of income for the three-month period ended 31 March 2000 having credit balance of Baht (7.0) million. 3 Property and equipment For the three-month period ended 31 March 2000 Consolidated Company Property and Property and equipment equipment Baht'000 Baht'000 Opening net book amount, as previously reported 230,276 96,895 -Prior year adjustment (Note 9) (82,898) (63,271) Opening net book amount, as restated 147,378 33,624 Additions 247 243 Disposals (22) (17) Depreciation charge (2,616) (1,306) Closing net book amount 144,987 32,544 4 Other assets Consolidated Company 31 March 31 December 31 March 31 December 2000 1999 2000 1999 Baht' 000 Baht' 000 Baht' 000 Baht' 000 (more)