CENTRAL PATTANA PUBLIC COMPANY LIMITED INTERIM FINANCIAL STATEMENTS (UNAUDITED) 30 JUNE 2000 AUDITOR'S REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS To the Shareholders and the Board of Directors of Central Pattana Public Company Limited I have reviewed the accompanying consolidated and company balance sheets of Central Pattana Public Company Limited as at 30 June 2000, and the related consolidated and company statements of income for the three-month and six-month periods, and statements of changes in shareholders' equity, retained earnings and cash flows for the six-month periods ended 30 June 2000 and 1999. These financial statements are the responsibility of the Company's management. My responsibility is to issue a report on these financial statements based on my review. I conducted my review in accordance with the standard of auditing 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. I have not performed an audit, and, accordingly, I do not express an audit opinion. Based on my review, nothing has come to my attention that causes me to believe that the consolidated and company financial statements referred in the first paragraph are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. I have audited the consolidated and company financial statements of Central Pattana Public Company Limited for the year ended 31 December 1999 in accordance with generally accepted auditing standards and expressed an unqualified opinion on those statements in my report dated 22 February 2000. The consolidated and company balance sheets as at 31 December 1999, presented for comparative purposes, are a component of the audited financial statements which I have audited and issued a report thereon as stated above, and I have not performed any other auditing procedures subsequent to the date of that report. As explained in Note 5 to the financial statements, the company has restated the consolidated balance sheet as at 31 December 1999 and the consolidated and company statements of income for the three-month and six-month periods ended 30 June 1999, changes in shareholders' equity, retained earnings and cash flows for the six-month period ended 30 June 1999 for comparative purposes to reflect the result of cumulative effects from the change in its accounting policy on pre-operating expenses to comply with the new accounting framework and prior year adjustment. I have reviewed the adjustments described in Note 5 to the financial statements, and in my opinion, such adjustments are appropriate for adjustment to the comparative financial statements and have been properly applied for the restatement. SOONTORN DENTHAM Certified Public Accountant (Thailand) No. 3340 PricewaterhouseCoopers ABAS Limited Bangkok 10 August 2000 Central Pattana Public Company Limited Balance Sheets As at Consolidated Company 30 June 31 December 30 June 31 December Notes 2000 1999 2000 1999 (unaudited) (audited) (unaudited) (audited) (restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 ASSETS Current Assets Cash on hand and at banks 1,183,015 220,994 1,060,649 106,546 Short-term investments 592,461 708,579 590,502 699,432 Trade accounts receivable, net 6 133,316 137,006 67,992 71,794 Short-term loans and advances to related parties 16e 9,006 9,017 141 64,659 Other account receivable 7 269,093 449,093 269,093 449,093 Other current assets 8 169,956 173,502 66,532 45,284 Total Current Assets 2,356,847 1,698,191 2,054,909 1,436,808 Non-Current Assets Loans to related parties 16f 38,840 38,840 743,977 744,894 Investments in subsidiaries 16g - - 2,972,027 2,938,316 Other long-term investments 16h 189,280 189,280 120,315 120,315 Deferred tax assets 235,592 207,614 241,587 207,614 Property and equipment, net 9 9,269,694 9,563,806 3,178,804 3,343,470 Other assets 10 527,303 542,375 170,802 174,846 Total Non-Current Assets 10,260,709 10,541,915 7,427,512 7,529,455 Total Assets 12,617,556 12,240,106 9,482,421 8,966,263 Director .......................... Director ......................... The notes to the interim consolidated and company financial statements on pages 11 to 26 are an integral part of these interim financial statements. Central Pattana Public Company Limited Balance CSheets (Cont'd) As at Consolidated Company 30 June 31 December 30 June 31 December Notes 2000 1999 2000 1999 (unaudited) (audited) (unaudited) (audited) (restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Bank overdrafts and loans from financial institutions 44,242 56,385 16,410 11,034 Trade accounts payable 3,565 3,121 3,479 3,543 Current portion of long-term borrowings 12 259,944 262,240 259,944 246,139 Euro convertible bonds due within one year 1,591,692 - 1,591,692 - Dividend payable 1,824 4,992 35,519 42,286 Income tax payable 76,651 275,081 63,427 268,778 Other current liabilities 11 411,805 471,259 202,124 205,729 Total Current Liabilities 2,389,723 1,073,078 2,172,595 777,509 Non-Current Liabilities Long-term borrowings 12 2,928,968 2,244,656 1,982,575 1,216,036 Euro convertible bonds - 1,697,690 - 1,697,690 Unearned rental and service income 2,411,904 2,444,436 1,313,356 1,344,839 Deposits received from customer 710,133 662,402 480,579 464,064 Guarantee for leasehold right 80,338 89,775 4,414 4,414 Total Non-Current Liabilities 6,131,343 7,138,959 3,780,924 4,727,043 Total Liabilities 8,521,066 8,212,037 5,953,519 5,504,552 The notes to the interim consolidated and company financial statements on pages 11 to 26 are an integral part of these interim financial statements. Central Pattana Public Company Limited Balance CSheets (Cont'd) As at Consolidated Company 30 June 31 December 30 June 31 December 2000 1999 2000 1999 (unaudited) (audited) (unaudited) (audited) (restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 LIABILITIES AND SHAREHOLDERS' EQUITY (CONT'D) Shareholders' Equity Share capital Authorised share capital 1,210,000 1,210,000 1,210,000 1,210,000 Issued and paid-up share capital 1,000,000 1,000,000 1,000,000 1,000,000 Premium on share capital 1,185,000 1,185,000 1,185,000 1,185,000 Unrealised loss of investment in available-for-sale securities (2,401) (2,356) (2,401) (2,356) Negative goodwill 112,594 112,594 112,594 112,594 Retained earnings Appropriated Legal reserve 121,000 121,000 121,000 121,000 Unappropriated 1,112,709 1,045,473 1,112,709 1,045,473 Minority interests 567,588 566,358 - - Total Shareholders' Equity 4,096,490 4,028,069 3,528,902 3,461,711 Total Liabilities and Shareholders' Equity 12,617,556 12,240,106 9,482,421 8,966,263 The notes to the interim consolidated and company financial statements on pages 11 to 26 are an integral part of these interim financial statements. Central Pattana Public Company Limited Statements of Income (Unaudited) For the Three-Month Period Ended 30 June Consolidated Company Notes 2000 1999 2000 1999 (Restated) (Restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 Revenues Rental and service income 594,121 534,871 365,577 339,319 Food and beverage sales 111,286 100,591 - - Other operating income 3 140,182 80,332 85,609 76,175 Total revenues 845,589 715,794 451,186 415,494 Expenses Cost of rental and service 272,989 250,393 120,858 113,034 Cost of food and beverage sales 84,983 73,675 - - Administrative expenses 94,120 101,668 58,762 60,692 Other operating expenses 3 208,497 43,492 151,933 43,492 Interest expenses 103,365 95,663 82,920 64,604 Total expenses 763,954 564,891 414,473 281,822 Operating profit 3 81,635 150,903 36,713 133,672 Share of profit of subsidiaries - - 34,217 8,228 Profit before tax 81,635 150,903 70,930 141,900 Income tax (20,755) (45,269) (5,790) (41,015) Profit before minority interests 60,880 105,634 65,140 100,885 Share of (profit)/loss in subsidiaries to minority interest 4,260 (4,749) - - Net profit for the period 65,140 100,885 65,140 100,885 Basic and diluted earnings per share 4 Profit before minority interest 0.61 1.02 0.65 0.97 Share of (profit)/loss in subsidiaries to minority interest 0.04 (0.05) - - Net profit for the period 0.65 0.97 0.65 0.97 The notes to the interim consolidated and company financial statements on pages 11 to 26 are an integral part of these interim financial statements. Central Pattana Public Company Limited Statements of Income (Unaudited) For the Six-Month Period Ended 30 June Consolidated Company Notes 2000 1999 2000 1999 (Restated) (Restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 Revenues Rental and service income 1,175,117 1,067,881 727,763 679,997 Food and beverage sales 219,333 188,290 - - Other operating income 3 173,821 150,211 124,333 149,164 Total revenues 1,568,271 1,406,382 852,096 829,161 Expenses Cost of rental and service 534,573 498,107 239,783 226,332 Cost of food and beverage sales 167,927 139,423 - - Administrative expenses 174,923 166,556 105,303 99,780 Other operating expenses 3 222,687 81,812 166,126 51,812 Interest expenses 192,871 199,287 150,916 131,036 Total expenses 1,292,981 1,085,285 662,128 508,960 Operating profit 3 275,290 321,097 189,968 320,201 Share of profit/(loss) of subsidiaries - - 53,872 (21,510) Profit before tax 275,290 321,097 243,840 298,691 Income tax (76,979) (104,566) (51,604) (96,692) Profit before minority interest 198,311 216,531 192,236 201,999 Share of profit in subsidiaries to minority interest (6,075) (14,532) - - Net profit for the period 192,236 201,999 192,236 201,999 Basic and diluted earnings per share 4 Profit before minority interests 1.98 2.15 1.92 2.02 Share of profit in subsidiaries to minority interests (0.06) (0.13) - - Net profit for the period 1.92 2.02 1.92 2.02 The notes to the interim consolidated and company financial statements on pages 11 to 26 are an integral part of these interim financial statements. Central Pattana Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited) For the Six-Month Period Ended 30 June Consolidated Company 2000 1999 2000 1999 (Restated) (Restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 Share Capital Beginning balance 1,000,000 1,000,000 1,000,000 1,000,000 Increase during the period - - - - Decrease during the period - - - - Ending balance 1,000,000 1,000,000 1,000,000 1,000,000 Premium on Share Capital Beginning balance 1,185,000 1,185,000 1,185,000 1,185,000 Increase during the period - - - - Decrease during the period - - - - Ending balance 1,185,000 1,185,000 1,185,000 1,185,000 Unrealised gain (loss) of investment in available-for-sale securities Beginning balance (2,356) - (2,356) - Increase during the period (45) (2,356) (45) (2,356) Decrease during the period - - - - Ending balance (2,401) (2,356) (2,401) (2,356) Negative goodwill Beginning balance 112,594 112,594 112,594 112,594 Increase during the period - - - - Decrease during the period - - - - Ending balance 112,594 112,594 112,594 112,594 The notes to the interim consolidated and company financial statements on pages 11 to 26 are an integral part of these interim financial statements. Central Pattana Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited) For the Six-Month Period Ended 30 June Consolidated Company Note 2000 1999 2000 1999 (Restated) (Restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 Retained Earnings Appropriated retained earnings Legal reserve Beginning balance 121,000 121,000 121,000 121,000 Increase during the period - - - - Decrease during the period - - - - Ending balance 121,000 121,000 121,000 121,000 Unappropriated retained earnings Beginning balance, as previously reported 1,045,473 838,998 1,045,473 838,998 Prior year adjustments 5 - (70,294) - (70,294) Beginning balance, as restated 1,045,473 768,704 1,045,473 768,704 Increase during the period 192,236 201,999 192,236 201,999 Decrease during the period (125,000) (100,000) (125,000) (100,000) Ending balance 1,112,709 870,703 1,112,709 870,703 Minority interests Beginning balance, as previously reported 685,703 662,885 - - Prior year adjustment 5 (119,346) (126,285) - - Beginning balance, as restated 566,357 536,600 - - Increase during the period 6,075 14,532 - - Decrease during the period (4,844) - - - Ending balance 567,588 551,132 - - Total 4,096,490 3,838,073 3,528,902 3,286,941 The notes to the interim consolidated and company financial statements on pages 11 to 26 are an integral part of these interim financial statements. Central Pattana Public Company Limited Statements of Retained Earnings (Unaudited) For the Six-Month Period Ended 30 June Consolidated Company Note 2000 1999 2000 1999 (Restated) (Restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 Unappropriated retained earnings: Beginning balance - As previously reported 1,045,473 838,998 1,045,473 838,998 - Prior year adjustments 5 - (70,294) - (70,294) - As restated 1,045,473 768,704 1,045,473 768,704 Less: Appropriation - Dividend (125,000) (100,000) (125,000) (100,000) Net profit for the period 192,236 201,999 192,236 201,999 Unappropriated retained earnings at end of the period 1,112,709 870,703 1,112,709 870,703 Appropriated retained earnings at end of the period Legal reserve 121,000 121,000 121,000 121,000 Retained earnings at end of the period 1,233,709 991,703 1,233,709 991,703 The notes to the interim consolidated and company financial statements on pages 11 to 26 are an integral part of these interim financial statements. Central Pattana Public Company Limited Statements of Cash Flows (Unaudited) For the Six-Month Period Ended 30 June Consolidated Company Notes 2000 1999 2000 1999 (Restated) (Restated) Baht' 000 Baht' 000 Baht' 000 Baht' 000 Cash flows from operating activities 14 495,797 303,657 307,012 224,271 Cash flows from investing activities Increase (decrease) in short-term investment 269,932 (225) 262,368 (225) Cash receipt from sales of marketable securities 3,780 - 3,780 - Loans made to related companies - (9,046) (139,868) (90,656) Loans received from related companies 59,586 - 200,294 - Investment in subsidiary - - - (130,000) Net proceeds on disposal of subsidiary 15 97,568 4,050 - 4,050 Dividend received - - 40,000 60,000 Purchases of property and equipment (148,018) (140,740) (15,362) (15,579) Net cash receipts/(payments) in investing activities 282,848 (145,961) 351,212 (172,410) Cash flows from financing activities Purchases of convertible bonds (201,303) (49,599) (201,303) (49,599) Proceeds from bonds issued 900,000 - 900,000 - Payments on long-term borrowings, net (230,060) (165,220) (114,280) - Loan repayment to related companies (1,110) (155) (6,768) (18,947) Dividend paid (125,000) (100,000) (125,000) (100,000) Net cash receipts/(payments) from financing activities 342,527 (314,974) 452,649 (168,546) Net increase /(decrease) in cash and (more)