24 February 2000

ANNUAL CONSOLIDATED FINANCIAL STATEMENTS 1999 - CPN

receivable (449,092,605) - (449,092,605) - - (Increase) decrease in other current assets (2,391,309) (34,503,588) 4,529,406 (6,840,299) - Decrease in unbilled completed work 4,207,972 - - - - (Increase) decrease in deferred income tax (25,754,243) 60,206,804 (21,293,954) 15,468,483 - (Increase) decrease in other assets (10,547,911) - 16,198,823 - - Increase (decrease)in bank overdrafts - (18,417,220) - 2,767,765 - Increase (decrease)in trade accounts payable (23,912,055) 46,873,771 (2,897,029) 13,828,719 - Increase (decrease) in other current liabilities 6,958,794 (23,552,666) (7,584,624) (6,262,748) - Increase (decrease) in unearned rental income 102,154,525 210,513,261 (12,962,155) (7,999,162) 27 Cash Flows from Operating Activities (continued) Consolidated Company 1999 1998 1999 1998 Baht Baht Baht Baht (Restated) (Restated) - Increase (decrease) in deposit from customers 23,806,592 8,011,678 13,605,718 5,810,298 - Increase (decrease) guarantee for leasehold (31,807,576) (91,290,221) 3,903,150 (4,047,991) Cash generated from operations 1,042,688,133 1,618,407,015 584,808,296 1,240,575,836 Interest expense paid (294,446,641) (654,758,663) (173,899,462) (387,051,668) Income tax paid (203,772,137) (65,666,242) (194,693,261) (38,846,434) Net cash generated from operations 544,469,355 897,982,110 216,215,573 814,677,734 28 Segment Information Financial information by business segments For the year ended 31 December 1999 Rental and Food and Consolidated services Beverage Baht'000 Baht'000 Baht'000 Revenues 2,158,342 408,000 2,566,342 Segment results 1,137,832 107,847 1,245,679 Interest income 45,448 Gain from redemption of Euro convertible bonds 56,185 Other income 109,712 Cost of condominium leasehold right (1,044) Unallocated costs (346,172) Doubtful debt on loan to related company (80,000) Provision for loss of property under development (30,000) Loss on foreign exchange (35,903) Operating profit 963,905 Interest expenses (381,101) Profit before tax 582,804 Income tax (183,786) Group profit 399,018 Minority interest (27,032) Net profit for year 371,986 Fixed assets by segment 9,519,733 104,695 9,624,428 (As at 31 December 1999) Total assets by segment 12,103,998 202,103 12,306,101 (As at 31 December 1999) 28 Segment Information (continued) Financial information by business segments For the year ended 31 December 1998 (Restated) Rental and Food and Consolidated services Beverage Baht'000 Baht'000 Baht'000 Revenues 1,961,341 295,472 2,256,813 Segment results 983,484 72,052 1,055,536 Interest income 183,230 Gain from redemption of convertible bonds 264,604 Gain on foreign exchange 598,218 Other income 120,006 Unallocated costs (352,667) Doubtful debt on loan to related company (59,912) Provision for loss of property under development (258,077) Impairment of investments (166,335) Loss on sale of investment (151,879) Operating profit 1,232,724 Interest expenses (592,170) Profit before tax 640,554 Income tax (330,972) Group profit 309,582 Minority interest 41,271 Net income for year 350,853 Fixed assets by segment 9,788,014 67,128 9,855,142 (As at 31 December 1998) Total assets by segment 11,693,019 126,740 11,819,759 (As at 31 December 1998) 29 Related Party Transactions The Group enters into transactions with related companies in the normal course of business. Significant transactions for the year ended 31 December can be summarised as follows: Consolidated 1999 1998 Baht'000 Baht'000 Rental and service income 246,014 260,332 Interest income 8,261 46,658 Management income 1,022 7,706 Other income 11,557 7,728 Rental charges and other expenses 27,810 11,702 Company 1999 1998 Baht'000 Baht'000 Subsidiaries Rental and service income 86,671 85,649 Interest income 38,815 133,469 Management income 29,956 30,073 Other income 6,589 5,943 Rental charges and other expenses 3,259 8,251 Other related companies Rental and service income 138,874 145,925 Interest income 4,534 - Management income 2,675 5,695 Other income 10,315 6,466 Rental charges and other expenses 26,623 8,536 Rental and service incomes are charged at market price. Management and consultant fees are charged at negotiated prices. Loans to and loans from subsidiaries and associates carry interest at the bank's lending rate, except for the wholly-owned subsidiaries which carry interest at fixed deposit rate. Rate of rental service and utilities service charged per square meter of Central Ladprao shopping center, Central Ramindra shopping center, Central Pinklao shopping center and Central Festival Pattaya, Airport Plaza shopping center, and Central Rama III shopping center for the years ended 31 December 1999 and 1998, which the Company and subsidiaries (Central Pattana Public Co., Ltd., Central Realty Service Co., Ltd., Central Pattana Chaimai Co., Ltd., Namsap Pattana Co., Ltd., and Namsap Pattana Realty Service Co., Ltd.) charge to the related companies are approximately the same rates when compared with other connected shops and/or nearby shops on the same floor. These are subjected to location, lease space, lease term, timing and type of lease. 30 Contingent Liabilities As of 31 December 1999, the Company and subsidiaries have contingent liabilities in respect of letter of guarantees issued by the banks in favor of a state enterprise for the consumption of electricity totaling of Baht 65.9 million (1998: Baht 60.0 million). In 1995, a local company filed a case with the court against the Company for breach of rental agreement amounting to Baht 85.8 million. First instance court gave the verdict in 1999 in favor of the Company. The plaintiff requested for appeal. The case is being tried in the appeal court. In addition, in 1996, the local company filed another case with the court against the Company for breach of rental agreement amounting to Baht 83.4 million. The Company filed a counter-claim with the court against that company in the offence of wrongful acts, causing injury to the property and claimed for damage of Baht 2.5 million. The case has been considered in the court of first instance which is expected to be concluded by the first instance court in the middle of 2000. The Company's independent lawyer anticipate that the result will be in favor of the Company. In 1998, a subsidiary filed a case with the court against a local company for breach of land lease agreement amounting to Baht 444 million. The defendant filed a counter-claim with the court against the subsidiary for the payment of land rental and damage amounting to Baht 1,249 million (consist of rental fee approximately Baht 349 million and claim loss for breach the agreement of approximately Baht 900 million). These cases are under the court consideration and the ultimate outcome cannot be determined at present. In 1999, a subsidiary has co-instituted the case to the Arbiter of Ministry of Justice and claimed for the compensation and damage from 2 local companies for breach of construction contract. Both parties claimed for the compensation, by the subsidiary claimed for compensation amounting to Baht 1,518 million while the other parties claimed for totaling of Baht 488 million. The case is under the Arbitration and the ultimate outcome cannot be determined at present. 31 Commitments At 31 December 1999, the Group has commitments in respect of further development costs to complete property development projects in progress of Bht 118.2 million (1998: Baht 140.5 million). 32 Year 2000 Issue (This note is unaudited) The Year 2000 problem arises because many computerised systems use two digits rather than four to identify year. Date-sensitive systems may recognise the Year 2000 as some other date, resulting in errors when information using Year 2000 dates is processed. Entities may recognise the effects of the Year 2000 problem before, on, or after 1 January 2000, and the effects on operations and financial reporting, if not addressed and rectified properly and on a timely basis, may range from minor errors to significant systems failure which could affect an entity's ability to conduct normal business operations. The total incremental costs associated with Year 2000 changes is approximately Baht 5 million of which were all incurred in 1999. Although the modification and implementation of the Group's computer system have been substantially completed as expected, the Group still remain exposed to the risk from the other companies that the Group deals with, which could not improve their computer system prior to the year 2000, and which might have an effect on the Group's operations. However, the Group is unable to estimate the amount of the loss that the Group might incur from such a situation at the present time. To date the Group has not experienced any Y2K problems related to the Group's own systems or third parties.