AUDITORS REPORT To the Shareholders of Central Pattana Public Company Limited I have audited the accompanying consolidated and company balance sheets of Central Pattana Public Company Limited as at 31 December 2000 and 1999, and the related consolidated and company statements of income, changes in shareholders equity, retained earnings, and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated and company financial statements referred to above present fairly, in all material respects, the consolidated and company financial position of Central Pattana Public Company Limited as at 31 December 2000 and 1999, and the consolidated and company results of operations and cash flows for the years then ended in accordance with generally accepted accounting principles. SOONTORN DENTHAM Certified Public Accountant (Thailand) No. 3340 PricewaterhouseCoopers ABAS Limited Bangkok 26 February 2001 Central Pattana Public Company Limited Balance Sheets As at 31 December 2000 and 1999 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) ASSETS Current Assets Cash on hand and at banks 3 755,718,396 208,635,780 645,151,644 106,546,491 Short-term investments 4 1,382,000,113 708,579,479 1,380,510,025 699,431,458 Trade accounts receivable,net 5 117,335,689 124,009,479 72,466,562 71,794,376 Loans to related parties 28 6,813,343 5,453,136 19,550,129 64,658,829 Other account receivable 6 - 449,092,605 - 449,092,605 Other current assets 7 132,408,650 152,834,361 69,767,644 45,284,067 Total Current Assets 2,394,276,191 1,648,604,840 2,187,446,004 1,436,807,826 Non-Current Assets Loans to related parties 28 38,839,833 38,839,833 918,577,766 744,894,683 Investments in subsidiaries and joint venture 28 - - 2,999,746,133 2,935,105,057 Investments in associates 28 113,876,907 113,876,907 20,312,500 72,497,644 Long-term investments 8 47,817,372 47,817,372 47,817,372 47,817,372 Deferred tax assets 9 210,156,290 207,613,511 210,156,290 207,613,511 Property and equipment, net 10 8,345,701,078 8,531,425,423 3,109,878,789 3,343,469,997 Other assets 11 459,561,787 526,709,122 128,293,212 174,846,031 Total Non-Current Assets 9,215,953,267 9,466,282,168 7,434,782,062 7,526,244,295 Total Assets 11,610,229,458 11,114,887,008 9,622,228,066 8,963,052,121 Director Director Central Pattana Public Company Limited Balance Sheets As at 31 December 2000 and 1999 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities Bank overdrafts 40,590,208 46,336,042 11,031,953 11,033,977 Trade accounts payable 4,227,026 3,044,308 2,822,706 3,542,462 Current portion of long-term borrowings 12 274,062,566 255,799,642 274,062,566 246,139,183 Current portion of Euro convertible bonds 13 1,628,829,505 - 1,628,829,505 - Loans from related parties 28 2,065,752 4,990,959 153,222,075 42,286,373 Income tax payable 77,091,645 275,081,275 56,546,493 268,778,410 Other current liabilities 14 525,240,746 411,325,743 276,161,755 205,728,813 Total Current Liabilities 2,552,107,448 996,577,969 2,402,677,053 777,509,218 Non-Current Liabilities Long-term borrowings 12 2,330,436,902 1,833,208,480 1,841,973,914 1,216,036,479 Euro convertible bonds 13 - 1,697,689,661 - 1,697,689,661 Unearned rental and service income 2,158,023,283 2,266,403,281 1,232,176,435 1,344,838,856 Deposits received from customer 699,070,760 606,470,112 499,238,411 464,063,772 Guarantee for leasehold right 52,955,827 59,930,263 4,413,843 4,413,843 Total Non-Current Liabilities 5,240,486,772 6,463,701,797 3,577,802,603 4,727,042,611 Total Liabilities 7,792,594,220 7,460,279,766 5,980,479,656 5,504,551,829 Central Pattana Public Company Limited Balance Sheets As at 31 December 2000 and 1999 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) LIABILITIES AND SHAREHOLDERS EQUITY (Contd) Shareholders Equity Share capital 15 Authorised share capital 1,210,000,000 1,210,000,000 1,210,000,000 1,210,000,000 Issued and paid-up share capital 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 Premium on share capital 1,185,000,000 1,185,000,000 1,185,000,000 1,185,000,000 Negative goodwill 112,594,465 112,594,465 112,594,465 112,594,465 Unrealised gain (loss) of investment in securities- available-for-sale 4 (2,227,406) (2,355,944) (2,227,406) (2,355,944) Retained earnings Appropriated-legal reserve 16 121,000,000 121,000,000 121,000,000 121,000,000 Unappropriated 1,225,381,351 1,042,261,771 1,225,381,351 1,042,261,771 Minority interest 175,886,828 196,106,950 - - Total Shareholders Equity 3,817,635,238 3,654,607,242 3,641,748,410 3,458,500,292 Total Liabilities and Shareholders Equity 11,610,229,458 11,114,887,008 9,622,228,066 8,963,052,121 Central Pattana Public Company Limited Statements of Income For the years ended 31 December 2000 and 1999 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) Revenues Rental and service income 2,270,484,550 2,002,226,146 1,533,227,550 1,364,627,520 Food and beverage sales 350,068,081 407,999,640 - - Interest income 81,663,849 33,749,250 82,277,292 72,761,583 Gain from redemption of convertible bonds 24,702,124 56,185,049 24,702,124 56,185,049 Gain on sale of investment 81,720,940 - 19,835,316 - Other operating income 17 106,644,343 100,769,412 116,017,202 89,135,309 Total revenues 2,915,283,887 2,600,929,497 1,776,059,484 1,582,709,461 Expenses Cost of rental and service 1,036,974,229 943,118,558 508,862,957 465,902,682 Cost of food and beverage sales 269,307,829 304,009,240 - - Cost of condominium leasehold right 18 - 1,044,503 - - Administrative expenses 333,545,975 328,749,119 202,096,908 201,941,496 Doubtful debt on loan to related company - 80,000,000 - 80,000,000 Impairment charge on property under development 10 147,785,637 30,000,000 91,225,654 - Loss on impairment in value of other asset 34,150,930 - 34,150,930 - Loss on foreign exchange 221,769,071 35,901,597 221,769,071 35,901,597 Interest expense 19 368,632,640 323,077,740 319,048,768 260,987,261 Directors remuneration 826,000 860,000 826,000 860,000 Total expenses 2,412,992,311 2,046,760,757 1,377,980,288 1,045,593,036 Central Pattana Public Company Limited Statements of Income (Cont'd) For the years ended 31 December 2000 and 1999 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) Operating profit 20 502,291,576 554,168,740 398,079,196 537,116,425 Share of profit of subsidiaries - - 73,738,882 1,243,489 Profit before tax 502,291,576 554,168,740 471,818,078 538,359,914 Income tax 9 (212,758,698) (183,786,396) (163,698,498) (169,584,580) Profit before minority interest 289,532,878 370,382,344 308,119,580 368,775,334 Share of (profit)/loss in subsidiaries to minority interest 18,586,702 (1,607,010) - - Net profit for the year 308,119,580 368,775,334 308,119,580 368,775,334 Basic and diluted earnings per share 21 Profit before minority interest 2.89 3.70 3.08 3.69 Share of (profit)/loss in subsidiaries to minority interest 0.19 (0.01) - - Net profit for the year 3.08 3.69 3.08 3.69 Central Pattana Public Company Limited Statements of Changes in Shareholders' Equity For the years ended 31 December 2000 and 1999 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) Share Capital 15 Beginning balance 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 Increase during the year - - - - Decrease during the year - - - - Ending balance 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 Premium on Share Capital Beginning balance 1,185,000,000 1,185,000,000 1,185,000,000 1,185,000,000 Increase during the year - - - - Decrease during the year - - - - Ending balance 1,185,000,000 1,185,000,000 1,185,000,000 1,185,000,000 Negative goodwill Beginning balance 112,594,465 112,594,465 112,594,465 112,594,465 Increase during the year - - - - Decrease during the year - - - - Ending balance 112,594,465 112,594,465 112,594,465 112,594,465 Unrealised gain (loss) of investment in securities- available-for-sale 4 Beginning balance (2,355,944) - (2,355,944) - Increase during the year 128,538 - 128,538 - Decrease during the year - (2,355,944) (2,355,944) Ending balance (2,227,406) (2,355,944) (2,227,406) (2,355,944) Central Pattana Public Company Limited Statements of Changes in Shareholders' Equity For the years ended 31 December 2000 and 1999 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) Retained Earnings Appropriated retained earnings Legal reserve 16 Beginning balance 121,000,000 121,000,000 121,000,000 121,000,000 Increase during the year - - - - Decrease during the year - - - - Ending balance 121,000,000 121,000,000 121,000,000 121,000,000 Unappropriated retained earnings Beginning balance, as previously reported 1,045,472,825 838,997,735 1,045,472,825 838,997,735 Prior year adjustments 22 (3,211,054) (65,511,298) (3,211,054) (65,511,298) Beginning balance, as restated 1,042,261,771 773,486,437 1,042,261,771 773,486,437 Dividend 23 (125,000,000) (100,000,000) (125,000,000) (100,000,000) Net profit 308,119,580 368,775,334 308,119,580 368,775,334 Ending balance 1,225,381,351 1,042,261,771 1,225,381,351 1,042,261,771 Minority interest Beginning balance - As previously reported 685,702,841 652,662,281 - - - Prior year adjustments 22 (489,595,891) (458,162,341) - - - As restated 196,106,950 194,499,940 - - Increase during the year - 1,607,010 - - Decrease during the year (18,586,702) - - - Sale of subsidiary (1,633,420) - - - Ending balance 175,886,828 196,106,950 - - Total 3,817,635,238 3,654,607,242 3,641,748,410 3,458,500,292 Central Pattana Public Company Limited Statements of Retained Earnings For the years ended 31 December 2000 and 1999 Consolidated Company Notes 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) Unappropriated retained earnings: Beginning balance - As previously reported 1,045,472,825 838,997,735 1,045,472,825 838,997,735 - Prior year adjustments 22 (3,211,054) (65,511,298) (3,211,054) (65,511,298) - As restated 1,042,261,771 773,486,437 1,042,261,771 773,486,437 Less: Appropriation - Legal reserve - - - - - Dividend 23 (125,000,000) (100,000,000) (125,000,000) (100,000,000) Net profit for the year 308,119,580 368,775,334 308,119,580 368,775,334 Unappropriated retained earnings at end of the year 1,225,381,351 1,042,261,771 1,225,381,351 1,042,261,771 Appropriated retained earnings at end of the year Legal reserve 16 121,000,000 121,000,000 121,000,000 121,000,000 Retained earnings at end of the year 1,346,381,351 1,163,261,771 1,346,381,351 1,163,261,771 Central Pattana Public Company Limited Statements of Cash flows For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) Cash flows from operating activities Cash generated from operations (Note 24) 2,105,750,900 766,811,077 1,552,426,891 584,808,296 Interest expense paid (250,317,522) (181,899,516) (200,764,331) (173,899,462) Income tax paid (351,348,435) (203,753,177) (331,765,270) (194,693,261) Net cash from operating activites 1,504,084,943 381,158,384 1,019,897,290 216,215,573 Cash flows from investing activities Increase in fixed deposits (495,321,555) (289,962,185) (503,026,201) (263,000,000) Purchases of short-term investments - (1,025,100) - (1,025,100) Loans made to related companies (1,360,207) (7,333) (397,708,681) (210,562,000) Purchases of property and equipment (418,073,033) (209,579,076) (34,661,815) (25,944,389) Purchases additional shares in subsidiaries - - - (235,552,500) Disposals of short-term investments 8,337,725 434,118 8,337,725 434,118 Loans payments from related companies - - 269,134,297 19,289,209 Disposal of subsidiary (Note 25) 111,924,186 3,822,371 24,999,940 76,050,000 Disposal of associate - - 16,121,126 - Dividend received - - 40,000,000 60,000,000 Net cash (used in) in investing activities (794,492,884) (496,317,205) (576,803,609) (580,310,662) Central Pattana Public Company Limited Statements of Cash flows For the years ended 31 December 2000 and 1999 Consolidated Company 2000 1999 2000 1999 Baht Baht Baht Baht (Restated) (Restated) Cash flows from financing activities Proceeds from long-term borrowings 900,000,000 1,500,000,000 900,000,000 1,500,000,000 Proceeds from loans from related companies 179,113 523,988 415,405,702 225,731,426 Payments on loans from related companies (3,104,320) - (304,470,000) (200,100,000) Payments on long-term borrowings (390,254,489) (1,229,094,603) (246,141,206) (996,430,999) Purchases of convertible bonds (358,021,471) (48,598,616) (358,021,471) (48,598,616) Dividends paid to the shareholders (125,000,000) (100,000,000) (125,000,000) (100,000,000) Net cash receipts from financing activities 23,798,833 122,830,769 281,773,025 380,601,811 Net increase in cash and cash equivalents 733,390,892 7,671,948 724,866,706 16,506,722 Beginning balance 634,981,345 627,309,397 532,277,056 515,770,334 Ending balance 1,368,372,237 634,981,345 1,257,143,762 532,277,056 Cash and cash equivalents : Cash on hand and at banks 755,718,397 208,635,780 645,151,644 106,546,491 Fixed deposits less or equal to 3 months 612,653,840 330,345,565 611,992,118 329,730,565 Promissory notes with financial institution less or equal to 3 months - 96,000,000 - 96,000,000 1,368,372,237 634,981,345 1,257,143,762 532,277,056 Central Pattana Public Company Limited Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 1. General Information Central Pattana Public Company (the Company) is a public limited company, which is incorporated and domiciled in Thailand. The address of its registered office is as follows: 1693 Phaholyothin Road, Lardyao, Chatuchak, Bangkok 10900. The Company is listed on the Stock Exchange of Thailand. The principal business operations of the Company and its subsidiaries (the Group) are summarised as follows: (1) Construction of shopping center building, condominium and shophouse for rent; (2) Provision of utility services in shopping center; and (3) Produce, sales of food and beverage and import of food, biscuits and beverage. 2. Significant Accounting Policies The principal accounting policies adopted in the preparation of these consolidated and company financial statements are set out below: 2.1 Basis for preparation The consolidated and company financial statements are prepared in accordance with and comply with generally accepted accounting principles in Thailand. The consolidated and company financial statements are prepared under the historical cost convention as modified by the certain revaluation of marketable securities. Central Pattana Public Company Limited Notes to the Consolidated and Company Financial Statements For the years ended 31 December 2000 and 1999 2.2 Consolidation Subsidiary undertakings, which are those companies in which the Group has power to exercise control over the financial and operating policies, have been consolidated. Subsidiaries are consolidated from the date on which effective control is transferred to the Group and are no longer consolidated from the date of disposal. All intercompany transactions, balances and unrealised surpluses and deficits on transactions between group companies have been eliminated. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Group. Separate disclosure is made for minority interests in the (more)