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LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 AND REPORT OF CERTIFIED PUBLIC ACCOUNTANT EXPRESSED IN Thai Baht REPORT OF CERTIFIED PUBLIC ACCOUNTANT The Board of Directors of Loxley Public Company Limited I have made a review of the balance sheets of Loxley Public Company Limited and the consolidated balance sheets of Loxley Public Company Limited and subsidiaries as at September 30, 1999 and 1998, the related statements of income, deficit, changes in shareholders' equity and cash flows of Loxley Public Company Limited and the consolidated statements of income, deficit, changes in shareholders' equity and cash flows of Loxley Public Company Limited and subsidiaries for the three-month periods and nine-month periods then ended. The review of such interim financial statements were made in accordance with standards established by the Institute of Certified Accountants and Auditors of Thailand. A review of interim financial statements consists principally of obtaining an understanding of the system for the preparation of interim financial statements, applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion. The Company accounts for its investments in subsidiaries and associated companies by the equity method. However, the interim financial statements of certain associated companies which were used as a basis for accounting for the investments under the equity method, had not been reviewed by the auditors. As at September 30, 1999 and 1998, the investments in such associated companies amounted to approximately Baht 603.5 million and Baht 633.8 million which equivalent to 4.5% and 4.9% of total assets in the consolidated balance sheets and 5.6% and 6.1% of total assets of the Company balance sheets, of each period, respectively. The equity in the results of operations of such associated companies which were included in the statements of income for the three-month periods ended September 30, 1999 and 1998, reported net income amounted to approximately Baht 20.1 million and Baht 27.9 million, which equivalent to (2.5)% and 5.6% of consolidated net income (loss) and (2.6)% and 5.4% of the Company net income (loss) for each period, respectively and for the nine-month periods ended September 30, 1999 and 1998, reported net income amounted to approximately Baht 86 million and Baht 117.2 million, which equivalent to (11.2)% and 9.3% of consolidated net income (loss) and (11.9)% and 9.1% of the Company net income (loss) for each period, respectively - 2 - Based on our review, except for the effects on the consolidated interim financial statements and the interim financial statements for the three-month and nine-month periods then ended September 30, 1999 and 1998 of such adjustments, if any, as might have been required had the result of the review of the interim financial statements of the associated companies discussed in the third paragraph been known, we are not aware of any other material modifications that should be made to the accompanying interim financial statements and the accompanying consolidated interim financial statements for them to be in conformity with generally accepted accounting principles. The accompanying interim financial statements have been prepared in conformity with the accounting assumptions that the Company and subsidiaries will continute as a going concern which presumes that the recoverability of their assets and the repayment of their liabilities are in the ordinary course of business. However, because of certain events described in Note 1 to the interim financial statements, along with the matter discussed in Note 10, the Company and subsidiaries' operations are uncertain that may raise an issue as to the Company and subsidiaries' ability to continue as a going concern which is dependent upon the success in debt restructuring plan and also matters as described in the said Notes. The accompanying interim financial statements do not include any adjustments that might be necessary should the Company and subsidiaries be unable to continue as a going concern. VICHIEN THAMTRAKUL C.P.A. (THAILAND) Registration No. 3183 Bangkok November 5, 1999 "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS SEPTEMBER 30, 1999 AND 1998 A S S E T S In Thousand Baht Consolidated The Company 1999 1998 1999 1998 CURRENT ASSETS Cash on hand and at banks 393,512 358,339 126,977 166,506 Short-term investments (Note 12) 1,380,352 1,329,920 1,166,719 1,135,379 Accounts receivable - trade and others - net (Note 6) -Related companies (Note 5) 132,592 229,491 320,115 378,974 -Other companies 2,113,337 1,917,381 1,041,325 1,013,463 Short-term loans to related companies (Notes 5 and 8) 358,746 301,617 389,211 319,288 Inventories - net 784,490 1,367,794 440,024 972,379 Other current assets (Note 5) 379,869 475,302 332,418 340,475 Total Current Assets 5,542,898 5,979,844 3,816,789 4,326,464 INVESTMENTS AND LOANS Long-term investments in subsidiaries and associated companies (Notes 5 and 7) 1,087,539 1,192,836 2,363,063 2,326,798 Long-term investments in related and other companies (Notes 3, 5 and 7) Available - for - sale securites - net 1,076,329 672,750 1,076,329 672,750 General investments - net 778,564 636,059 643,232 578,504 Long-term loans to related companies (Notes 5 and 8) 412,489 375,000 375,000 375,000 Total Investments and Loans 3,354,921 2,876,645 4,457,624 3,953,052 PROPERTY AND EQUIPMENT - Net of accumulated depreciation 1,982,830 2,053,965 621,028 671,995 OTHER ASSETS Deferred income tax 1,779,741 1,346,458 1,778,765 1,344,507 Others (Note 2) 702,733 747,839 110,455 144,146 Total Other Assets 2,482,474 2,094,297 1,889,220 1,488,653 TOTAL ASSETS 13,363,123 13,004,751 10,784,661 10,440,164 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated November 5, 1999) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS SEPTEMBER 30, 1999 AND 1998 LIABILITIES AND CAPITAL DEFICIENCY In Thousand Baht Consolidated The Company 1999 1998 1999 1998 CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 1,488,904 1,506,858 656,602 717,134 Accounts payable - trade -Related companies (Note 5) 184,872 205,420 94,819 117,083 -Other companies 513,583 813,779 179,719 305,706 Current portion of advance received from customers 331,530 399,616 212,457 300,921 Current portion of long-term loans 66,000 72,776 - - Short-term loans and advance from directors 11,442 11,971 - - Short-term loans and advance from related companies (Notes 5 and 9) 18,428 41,685 - - Other current liabilities (Note 5) 755,685 434,547 471,654 299,825 Total Current Liabilities 3,370,444 3,486,652 1,615,251 1,740,669 LONG-TERM LOANS - Net of Current Portion 288,584 309,584 - - EURO CONVERTIBLE BONDS (Note 10) 8,432,450 8,092,109 8,432,450 8,092,109 ADVANCE RECEIVED FROM CUSTOMERS - Net of Current Portion 211,823 219,341 - - EMPLOYEES' PROVIDENT FUND 68,072 76,691 50,552 56,285 OTHER LIABILITIES (Note 10) 1,583,073 1,135,999 1,564,903 1,125,243 Total Liabilities 13,954,446 13,320,376 11,663,156 11,014,306 "UNAUDITED" "REVIEWED" - 2 - LIABILITIES AND CAPITAL DEFICIENCY (CONTINUED) In Thousand Baht Consolidated The Company 1999 1998 1999 1998 MINORITY INTEREST IN SUBSIDIARIES 479,626 396,343 - - CAPITAL DEFICIENCY Share capital - common share Baht 10 par value Authorized - 52,000,000 shares (Note 10) Issued and fully paid-up - 40,000,000 shares 400,000 400,000 400,000 400,000 Premium on share capital 1,485,000 1,485,000 1,485,000 1,485,000 Premium on capital in equity of subsidiary (Note 2) 87,719 - 87,719 - Revaluation increment in land 205,482 205,482 205,482 205,482 Retained earnings (Deficit) Appropriated for reserve fund 52,000 52,000 52,000 52,000 Deficit ( 2,379,667) ( 1,617,954) ( 2,187,213) ( 1,480,128) Lower from change in value of available - for - sale securities (Notes 3 and 7) ( 726,952) ( 1,130,532) ( 726,952) ( 1,130,532) Cumulative translation adjustments ( 194,531) ( 105,964) ( 194,531) ( 105,964) Capital Deficiency ( 1,070,949) ( 711,968) ( 878,495) ( 574,142) TOTAL LIABILITIES NET OF CAPITAL DEFICIENCY 13,363,123 13,004,751 10,784,661 10,440,164 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated November 5, 1999) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 In Thousand Baht Consolidated The Company 1999 1998 1999 1998 REVENUES (Note 5) Sales of products and services 1,725,722 1,837,765 658,636 641,501 Fees and other income 85,982 252,520 67,752 233,581 Equity in results of operations of subsidiaries-net - - 31,879 36,732 Equity in results of operations of associated companies-net 80,578 69,830 80,578 69,830 Total Revenues 1,892,282 2,160,115 838,845 981,644 COSTS AND EXPENSES (Note 5) Cost of sales and services 1,252,875 1,514,859 518,706 638,330 Selling and administrative expenses 492,166 363,034 195,542 174,784 Interest expense 106,701 135,925 73,430 83,033 Directors' remuneration 1,032 1,645 578 495 Other expenses (Note 10) 109,842 180,014 101,127 114,737 Total Costs and Expenses 1,962,616 2,195,477 889,383 1,011,379 Loss Before Gain (loss) on Exchange Rates, Income Tax and Minority Interest in Net Income of Subsidiaries ( 70,334) ( 35,362) ( 50,538) ( 29,735) Gain (loss) on exchange rates (Note 11) ( 1,095,661) 671,743 ( 1,090,962) 669,170 Income tax 362,733 ( 128,159) 376,928 ( 118,117) Less Minority Interest in Net Income of Subsidiaries ( 11,219) ( 8,035) - - NET INCOME (LOSS) ( 814,481) 500,187 ( 764,572) 521,318 Earnings (Loss) per share (In Baht) (Note 4) - Basic earnings (loss) per share ( 20.36 ) 12.50 ( 19.11 ) 13.03 - Diluted earnings per share 0.46 2.08 1.44 2.50 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated November 5, 1999) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 In Thousand Baht Consolidated The Company 1999 1998 1999 1998 REVENUES (Note 5) Sales of products and services 5,376,256 6,066,484 1,901,701 2,683,078 Fees and other income 294,224 735,707 245,957 544,431 Equity in results of operations of subsidiaries-net - - 60,009 45,800 Equity in results of operations of associated companies-net 254,960 179,825 254,960 179,825 Total Revenues 5,925,440 6,982,016 2,462,627 3,453,134 COSTS AND EXPENSES (Note 5) Cost of sales and services 3,954,117 4,658,095 1,469,300 2,231,170 Selling and administrative expenses 1,350,546 1,429,462 533,529 559,343 Interest expense 333,314 441,836 217,574 265,343 Directors' remuneration 3,176 3,035 1,718 1,505 Other expenses (Note 10) 304,561 418,638 295,790 373,194 Total Costs and Expenses 5,945,714 6,951,066 2,517,911 3,430,555 Income (loss) Before Gain (Loss) on Exchange Rates, Income Tax and MinorityInterest in Net Income of Subsidiaries ( 20,274) 30,950 ( 55,284) 22,579 Gain (Loss) on exchange rates (Note 11) ( 1,107,304) 1,688,378 ( 1,107,569) 1,683,283 Income tax 390,902 ( 451,299) 438,761 ( 413,069) Less Minority Interest in Net Income of Subsidiaries ( 30,952) ( 9,804) - - NET INCOME (LOSS) ( 767,628) 1,258,225 ( 724,092) 1,292,793 Earnings (Loss) per share (In Baht) (Note 4) - Basic earnings (loss) per share ( 19.19 ) 31.46 ( 18.10 ) 32.32 - Diluted earnings per share 5.92 7.21 6.78 7.89 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated November 5, 1999) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF DEFICIT FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 In Thousand Baht Consolidated The Company 1999 1998 1999 1998 DEFICIT Brought Forward (1,565,186) ( 2,118,141) (1,422,641) ( 2,001,446) Net income (loss) for the periods ( 814,481) 500,187 ( 764,572) 521,318 Deficit, end of periods (2,379,667) ( 1,617,954) (2,187,213) ( 1,480,128) APPROPRIATED RETAINED EARNINGS Reserve fund 52,000 52,000 52,000 52,000 DEFICIT (2,327,667) (1,565,954) (2,135,213) ( 1,428,128) See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated November 5, 1999) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF DEFICIT FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 In Thousand Baht Consolidated The Company 1999 1998 1999 1998 DEFICIT Brought Forward ( 1,612,039) ( 2,876,179) ( 1,463,121) ( 2,772,921) Net income (loss) for the periods ( 767,628) 1,258,225 ( 724,092) 1,292,793 Deficit, end of periods ( 2,379,667) ( 1,617,954) ( 2,187,213) ( 1,480,128) APPROPRIATED RETAINED EARNINGS Reserve fund 52,000 52,000 52,000 52,000 DEFICIT ( 2,327,667) ( 1,565,954) ( 2,135,213) ( 1,428,128) See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated November 5, 1999) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 In Thousand Baht Consolidated The Company 1999 1998 1999 1998 Common Share Capital (Note 10) Balance, beginning of periods 400,000 400,000 400,000 400,000 Addition - - - - Balance, end of periods 400,000 400,000 400,000 400,000 Premium on Share Capital Balance, beginning of periods 1,485,000 1,485,000 1,485,000 1,485,000 Addition - - - - Balance, end of periods 1,485,000 1,485,000 1,485,000 1,485,000 Premium on capital in equity of subsidiary (Note 2) 87,719 - 87,719 - Revaluation increment in land 205,482 205,482 205,482 205,482 Retained Earnings (Deficit) Appropriated for: Reserve fund Balance, beginning of periods 52,000 52,000 52,000 52,000 Addition - - - - Balance, end of periods 52,000 52,000 52,000 52,000 Deficit Balance, beginning of periods ( 1,565,186) ( 2,118,141) ( 1,422,641) ( 2,001,446) Net income (loss) ( 814,481) 500,187 ( 764,572) 521,318 Balance, end of periods ( 2,379,667) ( 1,617,954) ( 2,187,213) ( 1,480,128) Lower from change in value of available - for - sale securities (Notes 3 and 7 ) ( 726,952) ( 1,130,532) ( 726,952) ( 1,130,532) Cumulative translation adjustments ( 194,531) ( 105,964) ( 194,531) ( 105,964) CAPITAL DEFICIENCY ( 1,070,949) ( 711,968) ( 878,495) ( 574,142) See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated November 5, 1999) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998 In Thousand Baht Consolidated The Company 1999 1998 1999 1998 Common Share Capital (Note 10) Balance, beginning of periods 400,000 400,000 400,000 400,000 Addition - - - - Balance, end of periods 400,000 400,000 400,000 400,000 Premium on Share Capital Balance, beginning of periods 1,485,000 1,485,000 1,485,000 1,485,000 Addition - - - - Balance, end of periods 1,485,000 1,485,000 1,485,000 1,485,000 Premium on capital in equity of subsidiary (Note 2) 87,719 - 87,719 - Revaluation increment in land 205,482 205,482 205,482 205,482 Retained Earnings (Deficit) Appropriated for: Reserve fund Balance, beginning of periods 52,000 52,000 52,000 52,000 Addition - - - - Balance, end of periods 52,000 52,000 52,000 52,000 Deficit Balance, beginning of periods ( 1,612,039) ( 2,876,179) ( 1,463,121) ( 2,772,921) Net income (loss) ( 767,628) 1,258,225 ( 724,092) 1,292,793 Balance, end of periods ( 2,379,667) ( 1,617,954) ( 2,187,213) ( 1,480,128) Lower from change in value of available - for - sale securities (Notes 3 and 7) ( 726,952) ( 1,130,532) ( 726,952) ( 1,130,532) Cumulative translation adjustments ( 194,531) ( 105,964) ( 194,531) ( 105,964) (more)