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LOXLEY PUBLIC COMPANY LIMITED AND SUBSIDIARIES INTERIM FINANCIAL STATEMENTS FOR THE PERIODS ENDED SEPTEMBER 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 September 30, 2000, the statements of income for the three-month and nine-month periods ended September 30, 2000 and 1999, and the statements of changes in shareholders' equity and cash flows for the nine-month periods ended September 30, 2000 and 1999 of Loxley Public Company Limited. I have also reviewed the consolidated balance sheet as at September 30, 2000, the consolidated statements of income for the three-month and nine-month periods ended September 30, 2000 and 1999, and the consolidated statements of changes in shareholders' equity and cash flows for the nine-month periods ended September 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. My responsibility is to issue a report on these financial statements based on my review. 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 September 30, 2000 amounted to approximately Baht 635.9 million which equivalent to 5.2% and 6.3% 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 September 30, 2000 and 1999 reported net income amounted to approximately Baht 23.7 million and Baht 20.1 million, which equivalent to 2.7 % and 2.5% of net loss in consolidated interim financial statements and 2.7 % and 2.7% of net loss in the Company interim financial statements for each period, respectively and for the nine-month periods ended September 30, 2000 and 1999, reported net income amounted to approximately Baht 86.7 million and Baht 86 million, which equivalent to 5.9 % and 11.9% of consolidated net loss and 6.1 % and 12.2% of the Company net loss for each period, respectively. Based on my 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, 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 12% 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. The financial statements and the consolidated financial statements for the three-month and nine-month periods then ended September 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 November 6, 200 BALANCE SHEETS SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 A S S E T S In Thousand Baht Consolidated The Company September 30, December 31, September 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Note (Reviewed) (Restated) (Reviewed) (Restated) CURRENT ASSETS Cash on hand and at banks 481,562 361,801 246,326 101,443 Short-term investments 6.3 920,512 1,339,134 848,921 1,222,953 Accounts receivable - trade and others - net 6.4 - Related companies 6.1 218,875 352,652 204,526 400,476 - Other companies 1,980,371 1,976,148 1,137,558 1,013,677 Short-term loans to related companies 6.1, 6.5 456,479 465,150 477,144 475,524 Inventories - net 690,128 690,632 424,867 416,436 Short-term investments in related and Other companies Available - for - sale security - net 35,547 5,000 - - Other current assets 6.1 - Accrued income 321,260 260,226 305,291 281,434 - Others 73,675 133,310 41,178 70,757 Total Other Current Assets 394,935 393,536 346,469 352,191 Total Current Assets 5,178,409 5,584,053 3,685,811 3,982,700 INVESTMENTS AND LOANS Long-term investments in subsidiaries And associated companies 6.1, 6.6 1,675,020 1,164,004 2,375,542 1,880,861 Long-term investments in related and Other companies 4.1, 6.1, 6.6 Available - for - sale securities - net 752,746 2,161,128 752,746 2,161,128 General investments - net 794,128 794,713 656,796 665,380 Long-term loans to related companies 6.1, 6.5 412,851 412,541 375,000 375,000 Total Investments and Loans 3,634,745 4,532,386 4,160,084 5,082,369 PROPERTY AND EQUIPMENT - net of accumulated depreciation 1,444,738 1,527,091 526,375 602,145 OTHER ASSETS Deferred income tax 1,696,988 1,696,988 1,696,988 1,696,988 Others 3, 4.2 255,150 255,432 91,782 81,965 Total Other Assets 1,952,138 1,952,420 1,788,770 1,778,953 TOTAL ASSETS 12,210,030 13,595,950 10,161,040 11,446,167 The accompanying notes are an integral part of these financial statements. BALANCE SHEETS SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 LIABILITIES AND SHAREHOLDERS' EQUITY In Thousand Baht Consolidated The Company September 30, December 31, September 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Note (Reviewed) (Restated) (Reviewed) (Restated) CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 1,420,974 1,309,897 841,254 742,269 Accounts payable - trade - Related companies 6.1 165,622 190,563 107,456 105,542 - Other companies 475,874 622,774 187,022 267,875 Current portion of advance received from Customers 351,056 345,263 244,085 243,405 Euro convertible bonds 6.9 8,684,928 3,770,980 8,684,928 3,770,980 Current portion of long-term loans 6.8 74,000 70,000 - - Short-term loan and advance from directors 1,056 943 - - Short-term loans and advance from related companies 6.7 3,693 8,021 - - Other current liabilities - Reserve for financial expense 6.9 2,183,947 1,098,864 2,183,947 1,098,864 - Others 451,782 705,961 197,791 514,052 Total Other Current Liabilities 2,635,729 1,804,825 2,381,738 1,612,916 Total Current Liabilities 13,812,932 8,123,266 12,446,483 6,742,987 LONG-TERM LOANS - Net of Current Portion 6.8 278,585 284,585 - - EURO CONVERTIBLE BONDS 6.9 - 3,959,529 - 3,959,529 DEPOSITS AND ADVANCE RECEIVED FROM CUSTOMERS - Net of Current Portion 216,253 221,964 - - EMPLOYEES' PROVIDENT FUND 73,632 67,189 57,662 50,141 OTHER LIABILITIES Reserve for financial expense 6.9 - 645,465 - 645,465 Others 6,986 5,594 - - Total Other Liabilities 6,986 651,059 - 645,465 Total Liabilities 14,388,388 13,307,592 12,504,145 11,398,122 BALANCE SHEETS SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 LIABILITIES AND SHAREHOLDERS' EQUITY (CONTINUED) In Thousand Baht Consolidated The Company September 30, December 31, September 30, December 31, 2000 1999 2000 1999 (Unaudited) (Audited) (Unaudited) (Audited) Note (Reviewed) (Restated) (Reviewed) (Restated) SHAREHOLDERS' EQUITY Share capital - common share Baht 10 par value Authorized - 52,000,000 shares 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 subsidiaries 3 484,698 76,886 484,698 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 ( 3,880,963) ( 2,405,268) ( 3,731,427) ( 2,302,477) Minority interest in subsidiaries 314,283 343,104 - - Premium (Discount) from change in value of available - for - sale securities 4.1,6.6 ( 1,050,535) 357,847 ( 1,050,535) 357,847 Premium from change in available - for- sale securities - net - portion of subsidiaries 273 - 273 - Cumulative translation adjustment ( 188,596) ( 226,693) ( 188,596) ( 226,693) Shareholders' Equity- Net ( 2,178,358) 288,358 ( 2,343,105) 48,045 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 12,210,030 13,595,950 10,161,040 11,446,167 The accompanying notes are an integral part of these financial statements. "UNAUDITED" "REVIEWED" STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 In Thousand Baht Consolidated The Company September 30, September 30, September 30, September 30, 2000 1999 2000 1999 Note (Restated) (Restated) REVENUES 6.1 Sales of products and services 1,533,494 1,604,279 585,377 658,636 Fees and other income 68,898 72,451 60,250 67,752 Equity in results of operations of associated companies-net 72,193 82,129 79,251 80,794 Total Revenues 1,674,585 1,758,859 724,878 807,182 COSTS AND EXPENSES 6.1 Cost of sales and services 1,180,561 1,173,665 481,907 518,705 Selling and administrative expenses 419,210 447,473 179,382 195,542 Equity in results of operations of subsidiaries-net - - 26,031 ( 31,148) Interest expense 103,095 99,335 81,873 73,430 Directors' remuneration 1,830 998 1,215 578 Loss on exchange rates 788,781 1,092,863 787,292 1,090,962 Other expenses 6.9 51,698 95,499 47,768 92,750 Total Costs and Expenses 2,545,175 2,909,833 1,605,468 1,940,819 Loss Before Income Tax and Minority Interest in Net (Income) Loss of Subsidiaries ( 870,590) (1,150,974) ( 880,590) (1,133,637) Income tax ( 9,979) 360,220 - 374,414 Add (Less) Minority Interest in Net (Income) Loss of Subsidiaries 2,484 ( 11,967) - - NET LOSS ( 878,085) ( 802,721) ( 880,590) ( 759,223) Earnings (Loss) per Share (In Baht) 6.2 - Primary Loss per Share ( 21.95 ) ( 20.07 ) ( 22.01 ) ( 18.98 ) - Fully Diluted Earnings (loss) per Share ( 4.48 ) 0.69 ( 4.53 ) 1.55 The accompanying notes are an integral part of these financial statements. "UNAUDITED" "REVIEWED" STATEMENTS OF INCOME FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 In Thousand Baht Consolidated The Company September 30, September 30, September 30, September 30, 2000 1999 2000 1999 Note (Restated) (Restated) REVENUES 6.1 Sales of products and services 4,452,729 5,054,824 1,687,236 1,901,701 Fees and other income 229,312 284,714 200,561 245,957 Equity in results of operations of associated companies-net 227,330 257,184 267,246 254,066 Total Revenues 4,909,371 5,596,722 2,155,043 2,401,724 COSTS AND EXPENSES 6.1 Cost of sales and services 3,302,846 3,757,495 1,353,353 1,469,300 Selling and administrative expenses 1,311,128 1,227,397 549,443 533,529 Equity in results of operations of subsidiaries-net - - 31,181 ( 62,500) Interest expense 290,364 310,461 228,274 217,574 Directors' remuneration 5,300 3,058 3,600 1,718 Loss on exchange rates 1,168,635 1,104,631 1,164,677 1,107,569 Other expenses 6.9 266,256 273,462 253,465 270,657 Total Costs and Expenses 6,344,529 6,676,504 3,583,993 3,537,847 Loss Before Income Tax and Minority Interest in Net (Income) Loss of Subsidiaries (1,435,158) (1,079,782) (1,428,950) (1,136,123) Income tax ( 44,475) 383,362 - 431,221 Add (less) Minority Interest in Net (Income) Loss of Subsidiaries 3,938 ( 29,531) - - NET LOSS (1,475,695) ( 725,951) (1,428,950) ( 704,902) Earnings (loss) per Share (In Baht) 6.2 - Primary Loss per Share ( 36.89 ) ( 18.15 ) ( 35.72 ) ( 17.62 ) - Fully Diluted Earnings (loss) per Share ( 6.49 ) 6.74 ( 5.57 ) 7.15 The accompanying notes are an integral part of these financial statements. "UNAUDITED" "REVIEWED" STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 In Thousand Baht Consolidated The Company September 30, September 30, September 30, September 30, 2000 1999 2000 1999 Note (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 subsidiaries 3 484,698 87,597 484,698 87,597 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 years of: - change in reporting entities 3 95,339 67,729 9,304 7,708 - Applying retroactively The accounting interpretation for Expenditures which were (more)