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LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES INTERIM FINANCIAL STATEMENTS FOR THE PERIODS ENDED JUNE 30, 2000 AND REVIEW REPORT OF CERTIFIED PUBLIC ACCOUNTANT EXPRESSED IN Thai Baht REVIEW REPORT OF CERTIFIED PUBLIC ACCOUNTANT To the Board of Directors of Loxley Public Company Limited I have reviewed the balance sheet as at June 30, 2000, the statements of income for the three-month and six-month periods ended June 30, 2000 and 1999, and the statements of changes in shareholders' equity and cash flows for the six-month periods ended June 30, 2000 and 1999 of Loxley Public Company Limited, I have also reviewed the consolidated balance sheet as at June 30, 2000, the consolidated statements of income for the three-month and six-month periods ended June 30, 2000 and 1999, and the consolidated statements of changes in shareholders' equity and cash flows for the six-month periods ended June 30, 2000 and 1999 of Loxley Public Company Limited and subsidiaries. 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 auditing standard 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 inquiries 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 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 management of such associated companies did not require the reviewed interim financial statements. This scope limitation is by circumstance. The investments in such associated companies as at June 30, 2000 amounted to approximately Baht 570.9 million which equivalent to 4.5% and 5.4% 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 June 30, 2000 and 1999 reported net income amounted to approximately Baht 46.1 million and Baht 34.3 million, which equivalent to (11.4) % and 17.1% of net income (loss) in consolidated interim financial statements and (11.4) % and 16.9% of net income (loss) in the Company interim financial statements for each period, respectively and for the six-month periods ended June 30, 2000 and 1999, reported net income amounted to approximately Baht 63.0 million and Baht 65.9 million, which equivalent to (10.1) % and 104.1% of consolidated net income (loss) and (10.2) % and 126.3% of the Company net income (loss) 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 June 30, 2000 and 1999 of such adjustments, if any, as might have been disclosed had the results of the review of interim financial statements of the associated companies as explained in the third paragraph been known, 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. As mentioned in Note 3, the Company has given retroactive effect to the deconsolidate certain subsidiaries in the consolidated financial statements. 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. However, the Company has given retroactive effect to the deconsolidate certain subsidiaries in the consolidated financial statements, as mentioned in Note 3. - 3 - The financial statements and the consolidated financial statements for the three- month and six-month periods then ended June 30, 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 6.9 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 August 7, 2000 LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS JUNE 30, 2000 AND DECEMBER 31, 1999 A S S E T S In Thousand Baht Consolidated The Company June 30, December 31, June 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) (Reviewed) (Restated) (Reviewed) CURRENT ASSETS Cash on hand and at banks 346,326 371,963 167,223 101,443 Short-term investments (Note 6.3) 1,564,662 1,339,134 1,478,219 1,222,953 Accounts receivable - trade and others - net (Note 6.4) -Related companies (Note 6.1) 224,601 222,199 213,034 272,818 -Other companies 1,889,667 2,106,634 1,045,823 1,141,335 Short-term loans to related companies (Notes 6.1 and 6.5) 455,853 454,651 480,770 475,524 Inventories - net 705,063 726,870 410,874 416,436 Other current assets (Note 6.1) Accrued income 283,904 260,226 283,839 289,245 Others 111,069 133,797 71,080 62,946 Total Other Current Assets 394,973 394,023 354,919 352,191 Total Current Assets 5,581,145 5,615,474 4,150,862 3,982,700 INVESTMENTS AND LOANS Long-term investments in subsidiaries and associated companies (Notes 6.1 and 6.6) 1,422,894 1,029,088 2,197,734 1,871,921 Long-term investments in related and other companies (Notes 4.1, 6.1 and 6.6) Available - for - sale securities - net 957,649 2,161,128 957,649 2,161,128 General investments - net 794,963 794,713 659,630 665,380 Long-term loans to related companies (Notes 6.1 and 6.5) 412,852 412,541 375,000 375,000 Total Investments and Loans 3,588,358 4,397,470 4,190,013 5,073,429 PROPERTY AND EQUIPMENT - net of accumulated depreciation 1,681,286 1,736,380 551,719 602,145 OTHER ASSETS (Note 4.2) Deferred income tax 1,696,988 1,696,988 1,696,988 1,696,988 Others (Note 3) 259,473 256,021 90,334 81,965 Total Other Assets 1,956,461 1,953,009 1,787,322 1,778,953 TOTAL ASSETS 12,807,250 13,702,333 10,679,916 11,437,227 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated August 7, 2000) LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS JUNE 30, 2000 AND DECEMBER 31, 1999 LIABILITIES AND SHAREHOLDERS' EQUITY In Thousand Baht Consolidated The Company June 30, December 31, June 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) (Reviewed) (Restated) (Reviewed) CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 1,321,727 1,312,808 770,891 742,269 Accounts payable - trade -Related companies (Note 6.1) 177,387 192,340 115,153 104,531 -Other companies 466,724 633,380 201,235 268,886 Current portion of advance received from customers 299,305 345,263 224,478 243,405 Euro convertible bonds (Note 6.9) 8,051,560 3,770,980 8,051,560 3,770,980 Current portion of long-term loans (Note 6.8) 74,000 70,000 - - Short-term loan and advance from directors 8,854 13,583 - - Short-term loans and advance from related companies (Note 6.7) 15,632 19,518 - - Other current liabilities Reserve for financial expense (Note 6.9) 1,979,727 1,098,864 1,979,727 1,098,864 Others 869,291 705,103 641,118 514,052 Total Other Current Liabilities 2,849,018 1,803,967 2,620,845 1,612,916 Total Current Liabilities 13,264,207 8,161,839 11,984,162 6,742,987 LONG-TERM LOANS - Net of Current Portion (Note 6.8) 280,585 284,585 - - EURO CONVERTIBLE BONDS (Note 6.9) - 3,959,529 - 3,959,529 DEPOSITS AND ADVANCE RECEIVED FROM CUSTOMERS - Net of Current Portion 217,828 221,964 - - - 2 - LIABILITIES AND SHAREHOLDERS' EQUITY (CONTINUED) In Thousand Baht Consolidated The Company June 30, December 31, June 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) (Reviewed) (Restated) (Reviewed) EMPLOYEES' PROVIDENT FUND 71,941 67,611 54,469 50,141 OTHER LIABILITIES Reserve for financial expense (Note 6.9) - 645,465 - 645,465 Others 84,881 28,834 - - Total Other Liabilities 84,881 674,299 - 645,465 Total Liabilities 13,919,442 13,369,827 12,038,631 11,398,122 SHAREHOLDERS' EQUITY Share capital - common share Baht 10 par value Authorized - 52,000,000 shares (Note 6.9) 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) 505,075 76,886 505,075 76,886 Revaluation increment in land 205,482 205,482 205,482 205,482 Retained earnings (Deficit) Appropriated for legal reserve 52,000 52,000 52,000 52,000 Deficit ( 3,072,340) ( 2,450,509) ( 2,929,709) ( 2,311,781) Minority interest in subsidiaries 389,154 432,129 - - Premium (Discount) from change in value of available - for -sale securities (Notes 4.1 and 6.6) ( 845,632) 357,847 ( 845,632) 357,847 Cumulative translation adjustment ( 230,931) ( 226,329) ( 230,931) ( 226,329) Shareholders' Equity - Net ( 1,112,192) 332,506 ( 1,358,715) 39,105 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 12,807,250 13,702,333 10,679,916 11,437,227 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated August 7, 2000) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999 In Thousand Baht Consolidated The Company June 30, June 30, June 30, June 30, 2000 1999 2000 1999 (Restated) (Restated) REVENUES (Note 6.1) Sales of products and services 1,485,266 1,822,761 470,408 734,933 Fees and other income 95,145 108,592 75,582 92,170 Equity in results of operations of subsidiaries-net - - 22,779 21,317 Equity in results of operations of associated companies-net 116,014 89,449 110,237 89,039 Total Revenues 1,696,425 2,020,802 679,006 937,459 COSTS AND EXPENSES (Note 6.1) Cost of sales and services 1,056,541 1,345,547 388,230 549,451 Selling and administrative expenses 477,804 410,987 187,921 181,172 Interest expense 97,020 108,979 73,528 70,029 Directors' remuneration 1,840 985 1,200 540 Loss (gain) on exchange rates 331,707 ( 195,500) 328,733 ( 189,116) Other expenses (Note 6.9) 109,658 86,197 103,486 88,623 Total Costs and Expenses 2,074,570 1,757,195 1,083,098 700,699 Income (Loss) Before Income Tax and Minority Interest in Net (Income) Loss of Subsidiaries ( 378,145) 263,607 ( 404,092) 236,760 Income tax ( 28,972) ( 50,521) - ( 33,656) Add (Less) Minority Interest in Net (Income) Loss of Subsidiaries 2,449 ( 12,163) - - NET INCOME (LOSS) ( 404,668) 200,923 ( 404,092) 203,104 Earnings (Loss) per Share (Note 6.2) - Primary Earnings (Loss) per Share ( 10.12 ) 5.02 ( 10.10 ) 5.08 - Fully Diluted Earnings (loss) per Share ( 1.42 ) 3.37 ( 1.41 ) 3.41 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated August 7, 2000) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999 In Thousand Baht Consolidated The Company June 30, June 30, June 30, June 30, 2000 1999 2000 1999 (Restated) (Restated) REVENUES (Note 6.1) Sales of products and services 2,923,672 3,455,892 1,101,859 1,243,065 Fees and other income 166,222 214,120 140,310 178,205 Equity in results of operations of associated companies-net 156,438 164,857 207,112 174,382 Total Revenues 3,246,332 3,834,869 1,449,281 1,595,652 COSTS AND EXPENSES (Note 6.1) Cost of sales and services 2,125,566 2,587,835 871,446 950,595 Selling and administrative expenses 939,708 787,815 370,062 337,987 Equity in results of operations of subsidiaries-net - - 93,835 ( 28,130) Interest expense 188,494 213,195 146,400 144,144 Directors' remuneration 3,470 2,060 2,385 1,140 Loss on exchange rates 379,846 11,643 377,385 16,607 Other expenses (Note 6.9) 214,557 177,963 205,696 177,908 Total Costs and Expenses 3,851,641 3,780,511 2,067,209 1,600,251 Income (Loss) Before Income Tax and Minority Interest in Net (Income) Loss of Subsidiaries ( 605,309) 54,358 ( 617,928) ( 4,599) Income tax ( 34,497) 23,143 - 56,808 Add (less) Minority Interest in Net (Income) Loss of Subsidiaries 17,975 ( 14,152) - - NET INCOME (LOSS) ( 621,831) 63,349 ( 617,928) 52,209 Earnings (loss) per Share (In Baht) (Note 6.2) - Primary Earnings (loss) per Share ( 15.55 ) 1.58 ( 15.45) 1.31 - Fully Diluted Earnings per Share ( 2.48 ) 5.78 ( 2.40) 5.56 See accompanying Notes to Interim Financial Statements. (With Mr. Vichien Thamtrakul's report dated August 7, 2000) "UNAUDITED" "REVIEWED" LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999 In Thousand Baht Consolidated The Company June 30, June 30, June 30, June 30, 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) 505,075 - 505,075 - Revaluation increment in land 205,482 205,482 205,482 205,482 Retained Earnings (deficit) Appropriated for Legal reserve 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 year of: -change in the reporting entities (Note 3) 50,098 45,332 - - - Applying retroactively the accounting interpretation for (more)