HAAD THIP PUBLIC COMPANY LIMITED 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 Haad Thip Public Company Limited I have reviewed the balance sheet as at September 30, 2000, and the related statements of income for the three-month and nine-month periods ended September 30, 2000, the statements of changes in shareholders' quity, retained earnings and cash flows for the nine-month period ended September 30, 2000 of Haad Thip Public Company Limited. 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 review. The interim financial statements of Haad Thip Public Company Limited for the three-month and nine-month periods ended September 30, 1999, which are presented for comparative purposes, were reviewed by Mr.Prasit Musikabhantu, who at that time was an auditor in my firm. I conducted my review in accordance with the 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 misstatements. 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. Based on my review, nothing has come to my attention that causes me to believe that the interim financial statements referred to above are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. I have previously audited the financial statements for the year ended December 31, 1999 of Haad Thip Public Company Limited in accordance with generally accepted auditing standards and issued my report dated February 10, 2000, expressing an unqualified opinion on those financial statements. The balance sheet as at December 31, 1999, presented herein for comparative purposes, is a part of such audited financial statements. I have not performed any auditing procedures subsequent to my report date. As discussed in Note 4 to the interim financial statements, the Company changed the method of recording of land from cost method to appraisal method in the second quarter of 2000. VICHIEN THAMTRAKUL C.P.A. (THAILAND) Registration No. 3183 Bangkok October 27, 2000 BALANCE SHEETS SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 A S S E T S In Thousand Baht September 30, December 31, 2000 1999 "Unaudited" Note "Reviewed" "Audited" CURRENT ASSETS Cash on hand and in banks 34,632 16,134 Accounts and notes receivable - trade 3 73,210 71,183 Less allowance for doubtful accounts ( 2,974) ( 2,680) Accounts and notes receivable - trade - net 70,236 68,503 Inventories - net 61,748 60,210 Other current assets Claim and other receivables - net 8,028 25,088 Prepaid expenses 10,531 5,849 Others 128 671 Total other current assets 18,687 31,608 Total Current Assets 185,303 176,455 ADVANCES AND LOANS TO DIRECTORS AND EMPLOYEES 2,403 1,902 INVESTMENT IN SHARES - Net 2,840 2,840 PROPERTY, PLANT AND EQUIPMENT - net of accumulated depreciation 4, 5, 6, 9 737,781 548,612 OTHER ASSETS Land not used in operations - At appraisal value 4 73,821 60,232 Assets under development for future project 9,651 9,587 Refundable deposits and others 2,338 2,599 Total Other Assets 85,810 72,418 TOTAL ASSETS 1,014,137 802,227 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 September 30, December 31, 2000 1999 "Unaudited" Note "Reviewed" "Audited" CURRENT LIABILITIES Bank overdraft and loans from financial institution 5 1,033 64,872 Accounts payable - trade 90,087 93,440 Current portion of long-term loans 6 13,551 1,495 Other current liabilities Accounts payable - others 10,327 10,713 Dividend payable 7 - 16,602 Income tax payable 9,959 20,148 Others 17,240 11,228 Total other current liabilities 37,526 58,691 Total Current Liabilities 142,197 218,498 DEPOSITS RECEIVED FROM CUSTOMERS AND OTHERS 139,332 143,198 LONG-TERM LOANS - Net of Current Portion 6 26,608 5,780 Total Liabilities 308,137 367,476 SHAREHOLDERS' EQUITY Share capital - common share Authorized - 25,000,000 shares; Baht 10 par value 250,000 250,000 Issued and fully paid up - 16,601,500 shares 166,015 166,015 Premium on share capital 154,728 154,728 Retained earnings Appropriated Legal reserve 7 16,457 16,457 General reserve 7 19,000 19,000 Unappropriated 121,464 78,551 Revaluation surplus on land 4 228,336 - Total Shareholders' Equity 706,000 434,751 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,014,137 802,227 The accompanying notes are an integral part of these financial statements. "UNAUDITED" "REVIEWED" STATEMENTS OF INCOME FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 In Thousand Baht Three-Month Periods Nine-Month Periods Ended September 30 Ended September 30 Note 2000 1999 2000 1999 REVENUES Net sales 356,926 296,448 1,071,969 933,139 Other income Reversal of unclaimed customers' deposits 3,183 4,462 9,548 13,388 Others 1,791 1,068 4,688 4,145 Total Revenues 361,900 301,978 1,086,205 950,672 COSTS AND EXPENSES Cost of goods sold 240,764 198,745 738,599 637,897 Selling and administrative expenses 4 90,456 77,540 257,000 257,496 Interest expense 756 772 2,839 3,519 Directors' remuneration - - - 200 Total Costs and Expenses 331,976 277,057 998,438 899,112 INCOME BEFORE INCOME TAX 29,924 24,921 87,767 51,560 INCOME TAX ( 9,923) ( 8,801) ( 28,253) ( 16,877) NET INCOME 20,001 16,120 59,514 34,683 Earnings per Share (Baht) 1.20 0.97 3.58 2.09 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 Note 2000 1999 SHARE CAPITAL Common shares Balance, beginning of period 166,015 166,015 Increase during the period - - Balance, end of period 166,015 166,015 PREMIUM ON SHARE CAPITAL Balance, beginning of period 154,728 154,728 Increase during the period - - Balance, end of period 154,728 154,728 RETAINED EARNINGS Appropriated Legal reserve Balance, beginning of period 16,457 14,707 Increase during the period - - Balance, end of period 16,457 14,707 General reserve Balance, beginning of period 19,000 16,000 Increase during the period 7 - - Balance, end of period 19,000 19,000 Unappropriated Balance, beginning of period 78,551 81,489 Increase during the period 59,514 34,683 Decrease during the period 7 ( 16,601) ( 19,602) Balance, end of period 121,464 96,570 REVALUATION SURPLUS ON LAND Balance, beginning of period - - Increase during the period 4 228,336 - Balance, end of period 228,336 - TOTAL SHAREHOLDERS' EQUITY 706,000 451,020 The accompanying notes are an integral part of these financial statements. "UNAUDITED" "REVIEWED" STATEMENTS OF RETAINED EARNINGS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 In Thousand Baht Note 2000 1999 UNAPPROPRIATED RETAINED EARNINGS: Beginning of period 78,551 81,489 Less appropriation of net income for previous year General reserve 7 - ( 3,000) Dividend 7 ( 16,601) ( 16,602) Net income for the period 59,514 34,683 Total Unappropriated Retained Earnings 121,464 96,570 APPROPRIATED RETAINED EARNINGS: Legal reserve 7 16,457 14,707 General reserve 7 19,000 19,000 Total Appropriated Retained Earnings 35,457 33,707 TOTAL RETAINED EARNINGS 156,921 130,277 The accompanying notes are an integral part of these financial statements. "UNAUDITED" "REVIEWED" STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 In Thousand Baht 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net income 59,514 34,683 Reconciliation of net income to net cash provided by (used in) operating activities: Bad debts expense and provision for doubtful accounts 294 224 Provision for obsolete inventories 705 20 Reversal of provision for impairment of land not used in operations ( 500) - Reversal of provision for decline in value of investment ( 1,140) - Loss on sales of investment in shares 1,129 - Loss on revaluation of land 4,418 - Depreciation and amortization 48,451 56,178 Gain on sales of fixed assets ( 223) ( 213) Amortization of promotion materials and book value of containers written off 11,958 17,728 Reversal of unclaimed customers' deposits ( 9,548) ( 13,388) Net cash provided by operating activities before changes in operational assets and liabilities 115,058 95,232 Decrease (increase) in operational assets: Accounts and notes receivable - trade ( 2,027) 14,302 Inventories ( 2,243) 2,048 Claim and other receivables 17,060 ( 6,313) Prepaid expenses ( 4,682) ( 820) Other current assets 543 49 Refundable deposits and others ( 149) ( 159) Increase (decrease) in operational liabilities: Accounts payable - trade ( 3,354) ( 7,806) Accounts payable - others ( 387) ( 2,173) Accrued bonus - ( 14,275) Income tax payable ( 10,189) ( 11,164) Other current liabilities 6,012 ( 1,856) Customers' deposits and others 5,683 ( 6,978) Net Cash Provided by Operating Activities 121,325 60,087 CASH FLOWS FROM INVESTING ACTIVITIES: Increase in property, plant and equipment ( 38,432) ( 41,380) Proceeds from sales of fixed assets 316 284 Proceeds from sales of investment 11 - Increase in assets under development for future project ( 64) - Net Cash Used in Investing Activities ( 38,169) ( 41,096) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in advances and loans to directors and employees ( 501) ( 134) Increase (decrease) in loans from banks ( 45,000) 5,000 Increase (decrease)in long - term loan 32,885 ( 359) Payment of dividends ( 33,202) ( 16,602) Net Cash Used in Financing Activities ( 45,818) ( 12,095) NET INCREASE IN CASH AND CASH EQUIVALENTS 37,338 6,896 Cash and Cash Equivalents, Beginning of Period ( 3,739) 6,193 CASH AND CASH EQUIVALENTS, END OF PERIOD 33,599 13,089 "UNAUDITED" "REVIEWED" STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 In Thousand Baht 2000 1999 ADDITIONAL INFORMATION FOR CASH FLOWS: 1. Cash and Cash Equivalents consisted of: Cash on hand and in banks 34,632 14,956 Bank overdraft ( 1,033) ( 1,867) Net 33,599 13,089 2. Cash Paid During the Period for: Interest expense 3,062 5,085 Income tax 38,442 28,041 The accompanying notes are an integral part of these financial statements. NOTES TO INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2000 AND 1999 (REVIEWED) AND DECEMBER 31, 1999 (AUDITED) 1. BASIS FOR INTERIM FINANCIAL STATEMENTS The accompanying interim financial statements have been prepared in accordance with the Accounting Standard No.41 "The Interim Financial Statements" and the announcements of the Stock Exchange of Thailand. The accompanying interim financial statements have been prepared to provide an update on the latest complete set of annual financial statements by focusing on new activities, events and circumstances and does not duplicate information previously reported. Accordingly, the accompanying interim financial statements should be read in conjunction with the financial statements for the year ended December 31,1999. The Company maintains its official accounting records in Thai Baht and prepares its interim financial statements in the Thai language in conformity with financial accounting standards in Thailand, which may not conform with generally accepted accounting principles in other countries. The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Thailand. Accordingly, these financial statements are not designed for those who are not informed about Thai accounting principles and practices. For the convenience of the reader, an English translation of interim financial statements has been prepared from the interim Thai language financial statements which are issued for domestic reporting purposes. 2. SIGNIFICANT ACCOUNTING POLICIES The accompanying interim financial statements have been prepared in accordance with the accounting standards issued by the Institute of Certified Accountants and Auditors of Thailand. The significant accounting policies applied by the Company for the preparation of the accompanying interim financial statements are the same as those adopted in the preparation of the Company's financial statements for the year ended December 31, 1999. The new accounting policy applied by the Company during the period ended September 30, 2000 is as follow: Valuation of Land During the second quarter of 2000, the Company recorded its land at appraisal value which were appraised by an independent appraiser (see Note 4). The Company has a policy to appraise the land whenever the fair value of the appraised land materially change from the accounting value. 3. ACCOUNTS AND NOTES RECEIVABLE - Trade Long-outstanding balances of the accounts and notes receivable as at September 30, 2000 were as follows: Amount (more)