XLEY PCL.AND SUBSIDIARIES INTERIM FINANCIAL STATEMENTS

14 November 2000
Decrease in net loss for the three - month period ended September 30, 1999 309 0.01 0.01 Decrease in net loss for the nine - month period ended September 30, 1999 1,597 0.04 0.03 Decrease in deficit at January 1, 2000 9,304 0.23 0.18 Decrease in deficit at January 1, 1999 7,708 0.19 0.15 NOTES TO INTERIM FINANCIAL STATEMENTS (Continued) SEPTEMBER 30, 2000 AND 1999 (REVIEWED) DECEMBER 31, 1999 (AUDITED) 4. ACCOUNTING CHANGE 4.1 Starting from January 1, 1999, the Company adopted Statement No. 40 issued by the Institute of Certified Accountants and Auditors of Thailand, which prescribes that all available - for - sale securities classified as long- term investment be measured at fair value and the changes in the fair value of those investments will be reported as a separate component of shareholders' equity in the balance sheets. This accounting standard becomes effective for financial statements covering periods beginning on or after January 1, 1999. (Before January 1, 1999, the Company valued said investments at the lower than the aggregate cost or at the aggregate market value). 4.2 The Company and subsidiaries, in compliance with the Accounting Standard Interpretation No.4 governing the accounting for expenditures, previously recorded as assets, of pre-operating and operating enterprises, issued by the Institute of Certified Accountants and Auditors of Thailand dated January 20, 2000 (effective for financial statements covering periods ended on or after December 31, 1999), wrote-off certain deferred charges which were considered not asset items according to such interpretation, to their previous years' operations. These deferred charges include, among others, pre-operating expenses and deferred financing fees. The effects of the restatement are as follows: Per Share Data In Thousand Baht Baht Ordinary Diluted Increase net income for the three- month period ended September 30, 1999 5,864 0.15 0.12 Increase net income for the nine- month period ended September 30, 1999 17,593 0.44 0.35 Increase deficit at January 1, 1999 72,877 1.82 1.43 5. SIGNIFICANT ACCOUNTING POLICIES The interim financial statements have been prepared in accordance with the accounting standards issued by The Institute of Certified Accountants and Auditors of Thailand. The significant accounting policies used to prepare the interim financial statements for the quarter ended September 30, 2000 are consistent with those used to prepare the financial statements for the year ended December 31, 1999. 6. OTHER INFORMATION 6.1 Related Party Transactions A portion of sales of products and services, fees and other income, costs of sales and services and selling and administrative expenses are represented by transactions with their subsidiaries, associated and other related companies. These companies are related through common shareholdings and/or directorships. The accompanying financial statements and consolidated financial statements reflect the effects of these transactions which arose in the ordinary course of business. Account balances with these related companies at September 30, 2000 and 1999 were shown separately in the balance sheets. Significant transactions during the three-month and nine-month periods ended September 30, 2000 and 1999 which included in the interim financial statements were as follows: In Thousand Baht Three-month periods ended September 30 Consolidated The Company 2000 1999 2000 1999 (Restated) (Restated) Sales of products and services 26,702 47,063 26,545 79,915 Fees and other income 28,021 21,263 29,125 26,083 Purchases 35,668 21,279 40,930 30,262 Selling and Administrative Expenses 14,846 10,397 18,719 12,965 NOTES TO INTERIM FINANCIAL STATEMENTS (Continued) SEPTEMBER 30, 2000 AND 1999 (REVIEWED) DECEMBER 31, 1999 (AUDITED) In Thousand Baht Nine-month periods ended September 30 Consolidated The Company 2000 1999 2000 1999 (Restated) (Restated) Sales of products and services 83,126 121,086 85,461 176,949 Fees and other income 79,292 62,812 85,231 79,718 Purchases 96,492 94,504 123,495 110,030 Selling and administrative expenses 31,325 18,331 53,358 42,999 6.2 Earnings (Loss) per Share Basic loss per share is computed by dividing the net loss by the weighted average number of fully paid-up shares outstanding during the periods. The Company presents diluted earnings (loss) per share by dividing the net income (loss), adjusted for interest expense and other related expenses from convertible bonds, by the weighted average number of potential dilutive ordinary shares outstanding during the periods. Consolidated For three-month period ended September 30 Amount No. of Shares Earnings (loss) (In Thousand Baht) (Shares) per Share (In Baht) 2000 1999 2000 1999 2000 1999 (Restated) (Restated) (Restated) Basic loss per share Net loss attributable to ordinary shareholders (878,085) (802,721) 40,000,000 40,000,000 ( 21.95) ( 20.07) Effects of dilutive potential orignal shares - Euro convertible bonds 650,306 837,885 10,790,000 10,790,000 Diluted earnings (loss) per share Earnings (loss) of ordinary share deem to has been converted into ordinary shares (227,779) 35,164 50,790,000 50,790,000 ( 4.48) 0.69 For nine-month period ended September 30 Amount No. of Shares Earnings (loss) per Share (In Thousand Baht) (Shares) (In Baht) 2000 1999 2000 1999 2000 1999 (Restated) (Restated) (Restated) Basic loss per share Net loss attributable to ordinary shareholders (1,475,695) ( 725,951) 40,000,000 40,000,000 ( 36.89 ) ( 18.15 ) Effects of dilutive potential original shares - Euro convertible bonds 1,146,232 1,068,274 10,790,000 10,790,000 Diluted earnings (loss) per share Earnings (loss) of ordinary share deem to has been converted into ordinary shares ( 329,463) 342,323 50,790,000 50,790,000 ( 6.49 ) 6.74 The Company For three-month period ended September 30 Amount No. of Shares Earnings (loss) (In Thousand Baht) (Shares) per Share (In Baht) 2000 1999 2000 1999 2000 1999 (Restated) (Restated) (Restated) Basic loss per share Net loss attributable to ordinary shareholders ( 880,590) ( 759,223) 40,000,000 40,000,000 ( 22.01 ) ( 18.98 ) Effects of dilutive potential original shares - Euro convertible bonds 650,306 837,885 10,790,000 10,790,000 Diluted earnings (loss) per share Earnings (loss) of ordinary share deem to has been converted into ordinary shares ( 230,284) 78,662 50,790,000 50,790,000 ( 4.53 ) 1.55 NOTES TO INTERIM FINANCIAL STATEMENTS (Continued) SEPTEMBER 30, 2000 AND 1999 (REVIEWED) For nine-month period ended September 30 Amount No. of Shares Earnings (loss) per (In Thousand Baht) (Shares) Share (In Baht) 2000 1999 2000 1999 2000 1999 (Restated) (Restated) (Restated) Basic loss per share Net loss attributable to ordinary shareholders (1,428,950) ( 704,902) 40,000,000 40,000,000 ( 35.72 ) ( 17.62 ) Effects of dilutive potential original shares - Euro convertible bonds 1,146,232 1,068,274 10,790,000 10,790,000 Diluted earnings (loss) per share Earnings (loss) of ordinary share deem to has been converted into ordinary shares ( 282,718) 363,372 50,790,000 50,790,000 ( 5.57) 7.15 6.3 Short-Term Investments This account included the fixed deposit pledge as collateral of subsidiaries for the banks guarantees issued by the same banks amounting to approximately Baht 20.4 million. 6.4 Accounts Receivable - Trade and others These consist of : In Thousand Baht Consolidated The Company September 30, December 31, September 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) (Reviewed) (Restated) (Reviewed) (Restated) Receivables from related companies 273,164 383,025 258,341 454,291 Less allowance for doubtful accounts ( 54,289) ( 30,373) ( 53,815) ( 53,815) Receivables from Related companies - Net 218,875 352,652 204,526 400,476 Receivables from other companies 2,232,753 2,225,278 1,322,382 1,198,501 Less allowance for doubtful accounts ( 252,382) ( 249,130) ( 184,824) ( 184,824) Receivables from other companies - Net 1,980,371 1,976,148 1,137,558 1,013,677 As at September 30, 2000, the Company and subsidiaries had certain overdue accounts receivable-trade. The aging receivables were as follows: In Million Baht Consolidated The Company Over 3 months to 6 months 247 201 Over 6 months to 12 months 349 252 Over 12 months 432 258 Total 1,028 711 The Company and subsidiaries set up allowance for doubtful accounts for the period ended September 30, 2000 amounting to approximately Baht 306.7 million (Baht 238.6 million for the Company). Based on historical collection experience, the management believes that the allowance for doubtful accounts is adequate. NOTES TO INTERIM FINANCIAL STATEMENTS (Continued) SEPTEMBER 30, 2000 AND 1999 (REVIEWED) DECEMBER 31, 1999 (AUDITED) 6.5 Loans to Related Companies Consolidated These consist of: In Thousand Baht Interest Rate Amount September 30, December 31, September 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Objective (Reviewed) (Restated) (Reviewed) (Restated) Short - Term Loans L.B.L. Algamate Partnership Ltd. For operations MOR MOR 238,850 238,850 Multimedia Telephony, For operations PHIBOR + PHIBOR + Inc. (Philippines) 2.5% 2.5% 87,774 92,071 Loxley and Paka Joint Venture For operations MOR MOR 25,230 25,230 Poonsup Communication For operations MLR + MLR + Company Limited 1.25% 1.25% 102,000 90,000 Others 13,025 29,399 Total Short-Term Loans 466,879 475,550 Less Allowance for Doubtful Accounts ( 10,400) ( 10,400) Short-term Loans-Net 456,479 465,150 Long-Term Loans Thai Telephone and Telecommunication Public Company Limited For operations MLR+0.5% MLR+0.5% 375,000 375,000 LoxComm B.V. Co., Ltd. For operations 15.00% 15.00% 37,851 37,541 Total Long-Term Loans 412,851 412,541 The Company These consist of: In Thousand Baht Interest Rate Amount September 30, December 31, September 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Objective (Reviewed) (Restated) (Reviewed) (Restated) Short-Term Loans L.B.L Algamate Partnership Ltd. For operations MOR MOR 238,850 238,850 Multimedia Telephony, Inc. For operations PHIBOR + PHIBOR + (Philippines) 2.5% 2.5% 87,774 92,071 Loxley and Paka Joint Venture For operations MOR MOR 25,230 25,230 Poonsup Communication For operations MLR + MLR + Company Limited 1.25% 1.25% 102,000 90,000 Others 38,690 44,773 Total Short-Term Loans 492,544 490,924 Less Allowance for Doubtful Accounts ( 15,400) ( 15,400) Short-Term Loans - Net 477,144 475,524 Long-Term Loans Thai Telephone and Telecommunication Public Company Limited For operations MLR+0.5% MLR+0.5% 375,000 375,000 Total Long-Term Loans 375,000 375,000 NOTES TO INTERIM FINANCIAL STATEMENTS (Continued) SEPTEMBER 30, 2000 AND 1999 (REVIEWED) DECEMBER 31, 1999 (AUDITED) 6.6 Investments in Subsidiaries, Associated, Related and Other Companies These consisted of: Consolidated Percentage Of Holding September December Fully Paid - up 30, 31, Nature of Business Relationship Share Capital 2000 1999 Associated Companies - At Equity Saxon (Thailand) Company Limited Blending castrol lubricants Shareholders Baht 10,000,000 50 50 Castrol (Thailand) Company Limited Distribute lubricants Shareholders Baht 40,000,000 49 49 Loxley Pacific Company Limited Telecommunication service Shareholders Baht 450,000,000 49 63 Point Asia Dot Com (Thailand) Limited Internet Business Shareholders Baht 44,570,000 41 67 Thai Fiber Optic Company Limited Optic Cable Shareholders Baht 100,000,000 40 40 Ericsson Thai Network Company Limited Outside plant services Shareholders Baht 3,750,000 33 33 Lao Soft Drink Company Limited Produce and sale soft drink in Lao Shareholders Kip 2,448,000,000 30 30 Loxley Aluminium and Design and installation Engineering Company Limited glass and aluminium Shareholders Baht 54,000,000 - 30 Newspager Corporation Limited Sale and service of pager in USA Shareholders USD 4,896,895 27 27 Thai Cellulose Products Company Manufacturing of sodium Limited carboxy methyl cellulose Shareholders Baht 180,000,000 26 26 Lao Brewery Company Limited Produce and sale beer in Lao Shareholders Kip 14,400,000,000 26 26 BHP Steel Building Product Produce and distribute (Thailand) Company Limited lysaght metal sheet Shareholders Baht 83,500,000 25 25 Houay Ho Power Company Limited Hydropower in Lao Shareholders USD 50,000,000 20 20 Related and Other Companies Available - for - sale securities - at fair value Thai Telephone and Telecommunication Public Telephone service Company Limited Concession Shareholders Baht 11,250,000,000 13 13 Phatra Insurance Public Company Limited Insurance business Shareholders Baht 200,000,000 8 8 General Investments - at cost BHP Steel (Thailand) Produce and distribute Company Limited lysaght metal sheet Shareholders Baht 2,500,000,000 18 18 The Preferred Shares - Subordinated Debentures of Thai Farmers Bank Plc. Fund Fund manager Shareholders Baht 40,000,000,000 0.25 0.25 Space Imaging, Inc. Satellite photography Shareholders USD 216,116,127 2 2 NOTES TO INTERIM FINANCIAL STATEMENTS (Continued) SEPTEMBER 30, 2000 AND 1999 (REVIEWED) DECEMBER 31, 1999 (AUDITED) In Thousand Baht Investment - At Cost Investment - At Equity Dividend September 30, December September 30, December September 30, December 2000 31, 1999 2000 31, 1999 2000 31, 1999 (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited) (Reviewed) (Restated) (Reviewed) (Restated) (Reviewed) (Restated) Associated Companies - At Equity Saxon (Thailand) Company Limited 5,000 5,000 62,357 47,589 34,979 94,943 Castrol (Thailand) Company Limited 19,600 19,600 333,615 275,617 88,191 225,377 Loxley Pacific Company Limited 219,400 188,400 110,430 98,979 - - Point Asia Dot Com (Thailand) Limited 55,576 55,576 443,772 75,426 - - Thai Fiber Optic Company Limited 40,000 40,000 7,124 - - - Ericsson Thai Network Company Limited 1,250 1,250 2,658 2,734 - 3,998 Lao Soft Drink Company Limited 25,715 25,715 31,328 27,016 5,466 5,340 Loxley Aluminium and Engineering Company Limited - 16,135 - - - - Newspager Corporation Limited 98,746 98,746 - - - - Thai Cellulose Products Company Limited 46,800 46,800 - - - - Lao Brewery Company Limited 129,480 129,480 196,008 157,772 57,413 26,670 BHP Steel Building Product (Thailand) Company Limited 20,875 20,875 88,960 92,302 7,515 7,515 Houay Ho Power Company Limited 254,234 254,234 380,863 366,742 - - Others 86,476 91,140 17,905 19,827 - 780 Total 1,003,152 992,951 1,675,020 1,164,004 193,564 364,623 Related and Other Companies Available - for - sale securities - at fair value Thai Telephone and Telecommunication Public Company Limited 1,753,873 1,753,873 - - Phatra Insurance Public Company Limited 35,621 35,621 11,428 13,061 Others 13,787 13,787 60 360 Total 1,803,281 1,803,281 11,488 13,421 Add (Less) difference between book value and fair value (1,050,535) 357,847 Net 752,746 2,161,128 General Investments - at cost BHP Steel (Thailand) Company Limited 450,000 450,000 - - The Preferred Shares - Subordinated Debentures of Thai Farmers Bank Plc. Fund 100,000 100,000 8,258 10,699 Space Imaging, Inc. 84,000 84,000 - - Others 181,678 182,263 2,552 1,798 (more)