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NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS 31 DECEMBER 2000 AUDITOR'S REPORT To the Shareholders of Noble Development Public Company Limited I have audited the accompanying consolidated and company balance sheets of Noble Development Public Company Limited as at 31 December 2000 and the related consolidated and company statements of income,changes in shareholders' equity, retained earnings and cash flows for the year then ended.These financial statements are the responsibility of the company's management.My responsibility is to express an opinion on these financial statements based on my audits. The consolidated and company financial statements of Noble Development Public Company Limited for the year ended 31 December 1999, before restatements, were audited by another independent auditor whose report dated 18 February 2000 expressed an unqualified audit opinion on those statements. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated and company financial statements referred to above present fairly, in all material respects, the consolidated and company financial position of Noble Development Public Company Limited as at 31 December 2000 and the consolidated and company results of operations and cash flows for the year then ended in accordance with generally accepted accounting principles. As explained in note 24 to the consolidated and company financial statements, the company has restated the consolidated and company financial statements for the year ended 31 December 1999, which are presented for comparative purpose, to reflect the results of correction of errors in prior years and certain reclassifications to comply with the classifications for the year ended 31 December 2000. I have examined the adjustments referred to in note 24, and in my opinion, such adjustments are appropriate and have been properly applied to restate the 1999 consolidated and company financial statements. SOONTORN DENTHAM Certified Public Accountant (Thailand) No. 3340 PricewaterhouseCoopers ABAS Limited Bangkok 20 February 2001 Noble Development Public Company Limited Consolidated and Company Balance Sheets As at 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Notes Baht Baht Baht Baht (Restated) (Restated) Assets Current Assets Cash on hand and at financial institutions 3 26,229,862 52,689,859 10,037,738 13,037,174 Unbilled completed work 4 49,594,700 31,901,279 48,561,450 26,494,477 Short-term loans and advances to subsidiaries 8 - - 55,853,240 55,015,639 Inventories 5 2,915,104 6,289,291 - - Real estate development cost 6 294,488,120 285,153,596 128,602,812 101,720,769 Other current assets 7 24,589,381 28,549,265 24,068,680 22,656,456 Total Current Assets 397,817,167 404,583,290 267,123,920 218,924,515 Non- Current Assets Long-term trade accounts receivable, net 4 8,351,269 35,534,755 1,995,758 28,549,237 Investments in and loans to subsidiaries and other investments 8 - - 8,596,088 6,270,133 Loans to other company 9 7,828,950 18,406,137 7,828,950 18,406,137 Land held for future development, net 10 91,834,082 296,587,179 91,834,082 81,034,782 Property and equipment, net 11 113,602,667 147,377,720 31,437,049 33,623,892 Other assets 12 49,168,055 57,890,064 43,173,323 48,355,849 Total Non Current Assets 270,785,023 555,795,855 184,865,250 216,240,030 Total Assets 668,602,190 960,379,145 451,989,170 435,164,545 Director Director The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. Noble Development Public Company Limited Consolidated and Company Balance Sheets As at 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Notes Baht Baht Baht Baht (Restated) (Restated) Liabilities and Shareholders' Equity Current Liabilities Bank overdrafts and loans from financial institutions 13 155,448,827 160,604,256 53,927,953 54,089,797 Accounts payable-construction - related companies 26 - - 185,991 185,991 - others 16,550,911 38,074,228 11,834,080 1,587,721 Current portion of long-term loans 14 206,111,876 251,460,394 50,171,000 - Bonds due within one year 15 30,000,000 30,000,000 30,000,000 30,000,000 Deposit and advance received from customers 17,007,124 16,271,214 15,774,824 10,595,221 Loan from subsidiary 26 - - - 8,034,808 Other current liabilities 16 42,115,115 146,060,125 30,204,607 22,984,150 Total Current Liabilities 467,233,853 642,470,217 192,098,455 127,477,688 Non-Current Liabilities Long-term loans 14 - 129,997,579 - - Liabilities arisen from investments in subsidiaries 8 - - 58,946,524 120,785,042 Other liabilities 198,654 956,651 198,654 956,651 Total Non-Current Liabilities 198,654 130,954,230 59,145,178 121,741,693 Total Liabilities 467,432,507 773,424,447 251,243,633 249,219,381 The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. Noble Development Public Company Limited Note to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Notes Baht Baht Baht Baht (Restated) (Restated) Shareholders' Equity Share capital Authorised share capital 17 6,937,500,000 6,937,500,000 6,937,500,000 6,937,500,000 Issued and paid-up share capital 17 913,565,130 913,565,130 913,565,130 913,565,130 Share premium 18 1,078,338,000 1,078,338,000 1,078,338,000 1,078,338,000 Share discount 17 (72,000,000) (72,000,000) (72,000,000) (72,000,000) Retained earnings (deficits) Appropriated - Legal reserve 8,174,869 8,174,869 8,174,869 8,174,869 Deficits (1,727,332,462) (1,742,132,835) (1,727,332,462)(1,742,132,835) Minority interest 424,146 1,009,534 - - Total Shareholders' Equity 201,169,683 186,954,698 200,745,537 185,945,164 Total Liabilities and Shareholders' Equity 668,602,190 960,379,145 451,989,170 435,164,545 The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. Noble Development Public Company Limited Note to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Notes Baht Baht Baht Baht (Restated) (Restated) Revenues Sales 71,072,257 254,892,194 40,828,411 53,273,754 Income from construction services - 7,816,360 - 2,054,800 Service income 8,611,426 8,759,610 - - Interest income 872,364 7,735,962 21,060,148 54,665,842 Gain (loss) from cancelled contracts 1,743,877 36,753,959 1,743,877 (1,178,338) Gain from debt forgiveness by construction contractor 4,708,353 - - - Gain from sale of investment in subsidiary, net 20 65,894,561 - 65,894,561 - Gain on extinguishment of debt - 29,406,350 - 29,406,350 Gain on bond conversion - 75,143,562 - 75,143,562 Other income 12,259,906 8,910,418 6,170,529 12,742,602 Total revenues 165,162,744 429,418,415 135,697,526 226,108,572 Expenses Cost of sales 34,028,193 339,227,224 37,094,904 95,308,795 Cost of construction services - 17,274,520 - 4,510,028 Cost of services 1,446,429 2,881,960 - - Selling and administrative expenses 78,617,190 248,639,503 58,560,862 141,391,526 Loss on cancellation of deposit for purchase of land - 58,940,000 - 58,940,000 Loss from disposition of real estate under debts restructuring agreeme - 644,285,839 - 262,389,882 Loss from impairment of assets - 420,312,128 - 142,468,249 Directors' remuneration 805,000 488,315 805,000 488,315 Interest expense 36,050,947 324,710,562 8,443,520 197,338,444 Total expenses 150,947,759 2,056,760,051 104,904,286 902,835,239 The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. Noble Development Public Company Limited Note to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Notes Baht Baht Baht Baht (Restated) (Restated) Operating profit (loss) 22 14,214,985 (1,627,341,636) 30,793,240 (676,726,667) Share of profit (loss) of subsidiaries - - (15,992,867) (456,486,157) Profit (loss) before tax and extraordinary item 14,214,985 (1,627,341,636) 14,800,373 (1,133,212,824) Income tax - 103,330,288 - 38,231,397 Profit (loss) before extraordinary item 14,214,985 (1,524,011,348) 14,800,373 (1,094,981,427) Extraordinary item Gain (loss) on restructured debts 21 - 407,998,009 - (20,793,024) Profit (loss) before minority interest 14,214,985 (1,116,013,339) 14,800,373 (1,115,774,451) Loss from subsidiaries attributable to minorities 585,388 238,888 - - Net profit (loss) for the year 14,800,373 (1,115,774,451) 14,800,373 (1,115,774,451) Basic earnings (loss) per share 23 Profit (loss) before extraordinary item 0.15 (24.79) 0.16 (17.81) Extraordinary item - Gain (loss) on restructured debts - 6.64 - (0.34) Net profit (loss) before minority interest 0.15 (18.15) 0.16 (18.15) Loss from subsidiaries attributable to minorities 0.01 - - - Net profit (loss) for the year 0.16 (18.15) 0.16 (18.15) The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. Noble Development Public Company Limited Note to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Note Baht Baht Baht Baht (Restated) (Restated) Share capital Beginning balance 913,565,130 550,000,000 913,565,130 550,000,000 Increase in during the year - 363,565,130 - 363,565,130 Decrease in during the year - - - - Ending balance 913,565,130 913,565,130 913,565,130 913,565,130 Share premium 18 Beginning balance 1,078,338,000 779,938,000 1,078,338,000 779,938,000 Increase in during the year - 298,400,000 - 298,400,000 Decrease in during the year - - - - Ending balance 1,078,338,000 1,078,338,000 1,078,338,000 1,078,338,000 Share discount Beginning balance (72,000,000) - (72,000,000) - Increase in during the year - (72,000,000) - (72,000,000) Decrease in during the year - - - - Ending balance (72,000,000) (72,000,000) (72,000,000) (72,000,000) The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements Noble Development Public Company Limited Note to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Note Baht Baht Baht Baht (Restated) (Restated) Retained earnings (deficits) Appropriated retained earnings Legal reserve Beginning balance 8,174,869 8,174,869 8,174,869 8,174,869 Increase during the year - - - - Decrease during the year - - - - Ending balance 8,174,869 8,174,869 8,174,869 8,174,869 Deficits Beginning balance - as previously reported (1,570,158,623) (626,358,384) (1,570,158,623) (626,358,384) - prior year adjustments 24 (171,974,212) - (171,974,212) - - as restated (1,742,132,835) (626,358,384) (1,742,132,835) (626,358,384) Net profit (loss) for the year 14,800,373 (1,115,774,451) 14,800,373 (1,115,774,451) Ending balance (1,727,332,462) (1,742,132,835) (1,727,332,462) (1,742,132,835) Minority interest Beginning balance 1,009,534 1,248,422 - - Decrease during the year (585,388) (238,888) - - Ending balance 424,146 1,009,534 - - Total Shareholders' Equity 201,169,683 186,954,698 200,745,537 185,945,164 The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. Noble Development Public Company Limited Note to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Note Baht Baht Baht Baht (Restated) (Restated) Deficits Beginning balance -as previously reported (1,570,158,623) (626,358,384) (1,570,158,623) (626,358,384) -prior year adjustments 4 (171,974,212) - (171,974,212) - -as restated (1,742,132,835) (626,358,384) (1,742,132,835) (626,358,384) Net profit (loss) for the year 14,800,373 (1,115,774,451) 14,800,373 (1,115,774,451) Ending balance (1,727,332,462) (1,742,132,835) (1,727,332,462) (1,742,132,835) Appropriated retained earnings: Legal reserve 8,174,869 8,174,869 8,174,869 8,174,869 Total (1,719,157,593) (1,733,957,966) (1,719,157,593) (1,733,957,966) The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. Noble Development Public Company Limited Note to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Notes Baht Baht Baht Baht Cash flows from (used in) operating activities 19 (44,531,287) 85,572,101 (46,459,504) 10,050,516 Cash flows from investing activities Decrease in guarantee deposits at banks 13,444,490 37,240,853 104,726 12,376,864 Proceeds from loans to subsidiaries - - 7,623,566 19,466,912 Loan to subsidiaries - - (2,210,442) (23,260,304) Proceeds from loans to other company 669,725 - 669,725 - Proceeds from sale of investment in subsidiary 20 200,000 - 200,000 - Deposit for investment - (36,000,000) - (36,000,000) Acquisition of property and equipment (4,506,492) (2,716,243) (4,461,489) (1,975,792) Proceeds from sale of property and equipment 39,584 428,695 35,378 427,200 Net cash (used in) from investing activities 9,847,307 (1,046,695) 1,961,464 (28,965,120) Cash flows from financing activities Proceed from (Repayment of) short-term loans from financial institutions (net) (5,155,428) 8,968,719 (161,843) 27,530,212 Proceed from borrowing from financial institutions 50,171,000 - 50,171,000 - Repayment of borrowing from financial institutions - (8,235,000) - (8,235,000) Proceed from increase in share capital - 113,400,000 - 113,400,000 Proceed from loan from subsidiary - - - 16,034,808 Repayments of long-term loans (23,347,098) (192,850,999) - (119,907,938) Repayments of loan from subsidiary - - (8,405,827) (5,446,828) Net cash from (used in) financing activities 21,668,474 (78,717,280) 41,603,330 23,375,254 Net (decrease) increase in cash and cash equivalents (13,015,506) 5,808,126 (2,894,710) 4,460,650 Beginning balance 26,695,532 20,887,406 12,811,390 8,350,740 Ending balance 13,680,026 26,695,532 9,916,680 12,811,390 The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. Noble Development Public Company Limited Note to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Note Baht Baht Baht Baht Supplementary cash flows information Cash and cash equivalents at beginning of year comprise: Cash and cash at financial institutions 52,689,859 58,354,043 13,037,174 20,953,388 Less: Cash at banks used as guarantee (25,994,327) (37,466,637) (225,784) (12,602,648) 26,695,532 20,887,406 12,811,390 8,350,740 Cash and cash equivalents at end of year comprise: Cash and cash at financial institutions 26,229,862 52,689,859 10,037,738 13,037,174 Less: Cash at banks used as guarantee 3 (12,549,836) (25,994,327) (121,058) (225,784) 13,680,026 26,695,532 9,916,680 12,811,390 Non cash transactions Operating activities Decrease in property development cost and in accounts payable-construction from an adjustment of project cost - 9,655,590 - 9,655,590 Cancelled sale and repossessed project units from customers 27,978,010 - 27,978,010 - Investment activities Land received for future development in settlement of loan to other company 10,799,300 39,271,000 10,799,300 39,271,000 The notes to the consolidated and company financial statements on pages 12 to 43 form an integral part of these financial statements. 1 General information Noble Development Public Company Limited ("the Company") is a listed company incorporated and domiciled in Thailand. The address of its registered office is as follows: 226 Moo 12 Sukhapibarn 6 (Rattanapisan) Bangpleeyai Bangplee Samutprakarn The Company is listed on the Stock Exchange of Thailand. The principal business operations of the Company and its subsidiaries (the Group) are real estate (more)