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LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES INTERIM FINANCIAL STATEMENTS AND CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2000 AND 1999 (With Comparative Figures Balance Sheet and Consolidated Balance Sheet As At December 31, 1999) AND REVIEW REPORT OF CERTIFIED PUBLIC ACCOUNTANT EXPRESSED IN Thai Baht REVIEW REPORT OF CERTIFIED PUBLIC ACCOUNTANT The Board of Directors of Loxley Public Company Limited I have reviewed of the balance sheet of Loxley Public Company Limited and the consolidated balance sheet of Loxley Public Company Limited and subsidiaries as at March 31, 2000, and the related statements of income, deficit, changes in shareholders' equity and cash flows of Loxley Public Company Limited and the consolidated statements of income, consolidated deficit, consolidated changes in shareholders' equity and consolidated cash flows of Loxley Public Company Limited and subsidiaries for the three-month periods ended March 31, 2000 and 1999. These financial statements are the responsibility of the Company's management as to their correctness and completeness of the presentation. My responsibility is to issue a report on these financial statements based on my reviews. I conducted my reviews in accordance with generally accepted auditing standards 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. A review is limited primarily to inquires of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit in accordance with generally accepted auditing standards. Accordingly, I do not express such an audit opinion. The Company accounts for the investments in subsidiaries and associated companies by the equity method. The interim financial statements of certain associated companies, most of which are incorporated and operating in foreign countries, which were used as a basis for accounting for the investments under the equity method, had not been reviewed by the auditors. The reviewed interim financial statements of such associated companies are not required by their management. The investments in such associated companies as at March 31, 2000 amounted to approximately Baht 625 million which equivalent to 4.7% and 5.9% of total assets in consolidated balance sheets and the Company balance sheets, 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 March 31, 2000 and 1999 reported net income amounted to approximately Baht 20.7 million and Baht 31.7 million, which equivalent to 9.5% and 23.1% of net loss in consolidated interim financial statements and 9.7% and 21% of net loss in the Company interim financial statements for each period, respectively. - 2 - Based on my review, except for the effects on the consolidated interim financial statements and the interim financial statements for the three-month periods then ended March 31, 2000 and 1999 of such adjustments, if any, as might have been disclosed had we been able to review the interim financial statements of the associated companies as explained in the third paragraph, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. I have previously audited, in accordance with generally accepted auditing standards, the financial statements for the year ended December 31, 1999 of Loxley Public Company Limited and consolidated financial statements of Loxley Public Company Limited and subsidiaries, and issues report dated February 18, 2000, expressing an qualified opinion on those statements that except for the effect of such adjustment, if any, as might have been required had the results of the audit of financial statements of certain associated companies been known. The investments in such associated companies at December 31, 1999 amounted to approximately Baht 207.3 million which is equivalent to 1.5% and 1.8% of total assets in the consolidated balance sheet and the Company balance sheet, respectively. The equity in results of operations of such associated companies which were included in the statement of income for the year ended December 31, 1999 amounted to net income of approximately Baht 94.3 million, which is equivalent to 11.6% and 12.2% of consolidated net loss and the Company net loss. The balance sheet as at December 31, 1999, presented herein for comparative purposes, are part of such audited financial statements. I have not performed any auditing procedures since that date. The financial statements and the consolidated financial statements for the three- month period then ended March 31, 2000 and for the year ended December 31, 1999 referred to above have been prepared in conformity with the accounting assumptions that the Company will continue as a going concern, which presumes the recoverability of assets and the repayment of liabilities in the ordinary course of business. However, because of certain events described in Note 2, there is substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern depends upon the success of the debt restructuring plan and the matters as described in Notes 2 and 6.13. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. VICHIEN THAMTRAKUL C.P.A. (THAILAND) Registration No. 3183 Bangkok May 8, 2000 LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS MARCH 31, 2000 AND DECEMBER 31, 1999 A S S E T S In Thousand Baht Consolidated The Company March 31, Decembr 31, March 31, December 31, 2000 1999 2000 1999 (Unaudited) (Unaudited) (Reviewed) (Audited) (Reviewed) (Audited) CURRENT ASSETS Cash on hand and at banks 489,569 449,751 96,775 101,443 Short-term investments (Note 6.3) 1,431,477 1,339,134 1,325,946 1,222,953 Accounts receivable - trade and others - net (Note 6.4) -Related companies (Note 6.1) 196,114 82,179 286,464 272,818 -Other companies 1,958,153 2,192,326 1,134,475 1,141,335 Short-term loans to related companies (Notes 6.1 and 6.5) 444,646 447,651 474,602 475,524 Inventories - net (Note 6.6) 663,986 772,904 335,042 416,436 Other current assets (Note 6.1) Accrued income 363,689 260,226 349,547 289,245 Others 156,897 171,124 51,944 62,946 Total Other current assets 520,586 431,350 401,491 352,191 Total Current Assets 5,704,531 5,715,295 4,054,795 3,982,700 INVESTMENTS AND LOANS Long-term investments in subsidiaries and associated companies (Notes 6.1 and 6.7) 952,563 991,804 1,716,661 1,871,921 Long-term investments in related and other companies (Notes 4.1, 6.1 and 6.7) Available - for - sale securities - net 1,421,753 2,161,128 1,421,753 2,161,128 General investments - net 796,462 794,713 661,130 665,380 Long-term loans to related companies (Notes 6.1 and 6.5) 412,849 412,541 375,000 375,000 Total Investments and Loans 3,583,627 4,360,186 4,174,544 5,073,429 PROPERTY AND EQUIPMENT - net of accumulated depreciation (Notes 6.8 and 6.12) 2,067,208 1,989,473 582,961 602,145 OTHER ASSETS (Note 4.2) Deferred income tax 1,696,988 1,696,988 1,696,988 1,696,988 Others (Note 3) 285,525 289,412 87,128 81,965 Total Other assets 1,982,513 1,986,400 1,784,116 1,778,953 TOTAL ASSETS 13,337,879 14,051,354 10,596,416 11,437,227 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated May 8, 2000) LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS MARCH 31, 2000 AND DECEMBER 31, 1999 LIABILITIES AND SHAREHOLDERS' EQUITY In Thousand Baht Consolidated The Company March 31, December 31, March 31, December 31, 2000 1999 2000 1999 (Unaudited) (Unaudited) (Reviewed) (Audited) (Reviewed) (Audited) CURRENT LIABILITIES Bank overdrafts and loans from financial institutions (Note 6.10) 1,467,720 1,530,315 670,731 742,269 Accounts payable - trade -Related companies (Note 6.1) 164,378 182,162 100,442 104,531 -Other companies 613,013 710,466 266,499 268,886 Current portion of advance received from customers 286,944 345,263 210,306 243,405 Euro convertible bonds (Note 6.13) 3,796,280 3,770,980 3,796,280 3,770,980 Current portion of long-term loans (Note 6.12) 72,000 70,000 - - Short-term loan and advance from directors 11,491 13,583 - - Short-term loans and advance from related companies (Note 6.11) 8,426 20,668 - - Other current liabilities Reserve for financial expense (Note 6.13) 1,165,078 1,098,864 1,165,078 1,098,864 Others 1,113,590 758,108 568,832 514,052 Total other current liabilities 2,278,668 1,856,972 1,733,910 1,612,916 Total Current Liabilities 8,698,920 8,500,409 6,778,168 6,742,987 LONG-TERM LOANS - Net of Current Portion (Note 6.12) 282,585 284,585 - - EURO CONVERTIBLE BONDS (Note 6.13) 3,986,094 3,959,529 3,986,094 3,959,529 ADVANCE RECEIVED FROM CUSTOMERS - Net of Current Portion 205,893 209,334 - - EMPLOYEES' PROVIDENT FUND (Note 6.14) 68,476 67,611 51,677 50,141 OTHER LIABILITIES Reserve for financial expense (Note 6.13) 693,244 645,465 693,244 645,465 Others 60,555 42,161 - - Total Other Liabilities 753,799 687,626 693,244 645,465 Total Liabilities 13,995,767 13,709,094 11,509,183 11,398,122 - 2 - LIABILITIES AND SHAREHOLDERS' EQUITY (CONTINUED) In Thousand Baht Consolidated The Company March 31, December 31, March 31, December 31, 2000 1999 2000 1999 (Unaudited) (Unaudited) (Reviewed) (Audited) (Reviewed) (Audited) SHAREHOLDERS' EQUITY Share capital - common share Baht 10 par value Authorized - 52,000,000 shares (Note 6.13) 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 3) 76,886 76,886 76,886 76,886 Revaluation increment in land (Note 6.8) 205,482 205,482 205,482 205,482 Retained earnings (Deficit) Appropriated for legal reserve (Note 6.15) 52,000 52,000 52,000 52,000 Deficit ( 2,717,681) ( 2,500,607) ( 2,525,152) ( 2,311,781) Minority interest in subsidiaries 447,408 491,981 - - Premium (Discount) from change in value of available - for -sale securities (Notes 4.1 and 6.7) ( 381,528) 357,847 ( 381,528) 357,847 Cumulative translation adjustment ( 225,455) ( 226,329) ( 225,455) ( 226,329) Shareholders' Equity - Net ( 657,888) 342,260 ( 912,767) 39,105 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 13,337,879 14,051,354 10,596,416 11,437,227 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated May 8, 2000) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2000 AND 1999 In Thousand Baht Consolidated The Company March 31, March 31, March 31, March 31, 2000 1999 2000 1999 (Restated) (Restated) REVENUES (Note 6.1) Sales of products and services 1,480,337 1,709,941 631,451 508,132 Fees and other income (Note 6.16) 68,615 105,799 64,728 86,035 Equity in results of operations of associated companies-net 96,745 85,343 96,875 85,343 Total Revenues 1,645,697 1,901,083 793,054 679,510 COSTS AND EXPENSES (Note 6.1) Cost of sales and services 1,091,918 1,285,739 483,216 401,144 Selling and administrative expenses 556,872 409,398 182,141 156,805 Equity in results of operations of subsidiaries-net - - 116,149 ( 6,813) Interest expense 96,589 111,188 72,872 74,115 Directors' remuneration 1,664 1,109 1,185 600 Other expenses (Notes 6.13 and 6.17) 106,296 91,766 102,210 89,295 Total Costs and Expenses 1,853,339 1,899,200 957,773 715,146 Gain (loss) Before Loss on Exchange Rates, Income Tax and Minority Interest in Net (Income) Loss of Subsidiaries ( 207,642) 1,883 ( 164,719) ( 35,636) Loss on exchange rates (Note 6.18) ( 48,139) ( 207,144) ( 48,652) ( 205,723) Income tax ( 5,525) 73,664 - 90,464 Less Minority Interest in Net (Income) Loss of Subsidiaries 44,232 ( 5,271) - - NET LOSS ( 217,074) ( 136,868) ( 213,371) ( 150,895) Earnings (Loss) per Share (Note 6.2) - Primary Loss per Share ( 5.43 ) ( 3.42 ) ( 5.33 ) ( 3.77 ) - Fully Diluted Earnings (loss) per Share ( 1.06 ) 2.43 ( 0.98 ) 2.15 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated May 8, 2000) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF DEFICIT FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2000 AND 1999 In Thousand Baht Consolidated The Company March 31, March 31, March 31, March 31, 2000 1999 2000 1999 (Restated) (Restated) APPROPRIATED RETAINED EARNINGS Legal reserve (Note 6.15) 52,000 52,000 52,000 52,000 DEFICIT Brought Forward ( 2,500,607) ( 1,612,039) ( 2,311,781) ( 1,463,121) Adjustment for the cumulative effect on prior years of applying retroactively the accounting interpretation for expenditures which were previously recorded as assets (Note 4.2) ( - ) ( 72,877) ( - ) ( 72,877) As adjusted ( 2,500,607) ( 1,684,916) ( 2,311,781) ( 1,535,998) Net loss for the period ( 217,074) ( 136,868) ( 213,371) ( 150,895) Deficit, end of period ( 2,717,681) ( 1,821,784) ( 2,525,152) ( 1,686,893) TOTAL ( 2,665,681) ( 1,769,784) ( 2,473,152) ( 1,634,893) See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated May 8, 2000) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2000 AND 1999 In Thousand Baht Consolidated The Company March 31, March 31, March 31, March 31, 2000 1999 2000 1999 (Restated) (Restated) Common Share Capital Balance, beginning of period 400,000 400,000 400,000 400,000 Addition - - - - Balance, end of period 400,000 400,000 400,000 400,000 Premium on Share Capital Balance, beginning of period 1,485,000 1,485,000 1,485,000 1,485,000 Addition - - - - Balance, end of period 1,485,000 1,485,000 1,485,000 1,485,000 Premium on capital in equity of subsidiary (Note 3) 76,886 - 76,886 - Revaluation increment in land (Note 6.8) 205,482 205,482 205,482 205,482 Retained Earnings (Deficit) Appropriated for: Reserve fund (Note 6.15) Balance, beginning of period 52,000 52,000 52,000 52,000 Addition - - - - Balance, end of period 52,000 52,000 52,000 52,000 Unappropriated (Deficit) Balance, beginning of period ( 2,500,607) ( 1,612,039) ( 2,311,781) ( 1,463,121) Adjustment for the cumulative effect on prior years of applying retroactively the accounting interpretation for expenditures which were previously recorded as assets (Note 4.2) ( - ) ( 72,877) ( - ) ( 72,877) As adjusted ( 2,500,607) ( 1,684,916) ( 2,311,781) ( 1,535,998) Net loss ( 217,074) ( 136,868) ( 213,371) ( 150,895) Balance, end of period ( 2,717,681) ( 1,821,784) ( 2,525,152) ( 1,686,893) (more)