20 November 2000

CONSOLIDATED FINANCIAL STATEMENTS QUARTER 3/2000

THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED AUDITOR'S REPORT AND FINANCIAL STATEMENTS AS AT SEPTEMBER 30, 2000 AND 1999 (UNAUDITED/REVIEWED ONLY) AND AS AT DECEMBER 31, 1999 (AUDITED) AUDITOR'S REPORT To The Shareholders of THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED I have reviewed the consolidated balance sheets as at September 30, 2000, the related consolidated statements of income for the three and nine months ended September 30, 2000, related consolidated statements of changes in shareholders' equity and consolidated statements of retained earnings for the nine months ended September 30, 2000 of THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED AND SUBSIDIARIES and the parent financial statements of THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED for the period ended September 30, 2000 and 1999, and reviewed the statements of cash flows for the nine months then ended. 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. I conducted my review in accordance with auditing standards 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. Accordingly, I do not express an opinion on these financial statements. As mentioned in note to the financial statement no. 7.1, as at September 30, 2000 and 1999 investments in five and four associated and other companies, respectively, are recognized as investments in subsidiaries. In accordance with the Thai Accounting Standard No. 44 Consolidated Financial Statement and Accounting for Investments in Subsidiaries. Since the company is able to control such companies through the majority committee thereof, the company recognized the investments in subsidiaries of which invested in subsidiaries under the equity method. Equity gains/losses of four subsidiaries as mentioned in 7.1.2, for the three and nine months ended September 30, 2000, were calculated from the financial statements reviewed by other auditors and a subsidiary as mentioned in 7.1.1 calculated from the financial statements prepared by the management which were not reviewed by other auditors. The consolidated balance sheets as of September 30, 2000 include the total assets of subsidiaries and investments in subsidiaries under equity method equivalent to 17.16 per cent of total assets of consolidated balance sheets 3.80 percent of total assets of the parent balance sheet. - 2 - Gains from investments in such subsidiaries under equity method for the three and nine months in 2000 amounting to Baht 1.42 million and Baht (0.82) million, respectively, were shown in the consolidated statements of income which include equity (gain) loss in the parent financial statements for the three and nine months of the year 2000 amounting to Baht 2.25 million and Baht 4.92 million, respectively, and for the year in 1999 amounting to Baht (7.83) million and Baht 10.35 million, respectively. Except for scope limitation by the circumstance for reviewing the investments in such subsidiaries mentioned in the third paragraph, nothing has come to my attention that causes me to believe that the financial statements do not present fairly in all material respect in accordance with generally accepted accounting principles based on my review. I draw your attention to the following notes to financial statements: (1) As stated in notes to financial statements no. 9, the company has temporarily suspended the project under construction - factory expansion having the investment value amount of Baht 157.75 million as at September 30, 2000 due to the economic fluctuation and slowdown in the real estate business. However,the company expects to take benefit in the future when the economic is recovered. (2) As shown in the financial statements, the result of the company's operations incurred loss for many consecutive years, having the total deficit of Baht 733.52 million as at September 30, 2000. The shareholders' equity showed the outstanding balance of Baht 324.65 million, but the management expects that the company's operation will be recovered in the future. (3) As stated in notes to financial statements no. 13, regarding to long - term liabilities, the company entered into additional memorandum of understanding on such agreement and the company has defaulted on debt repayment. The company was sued for defaulted on debt repayment divided into the principal amount of Baht 1,120.24 million and the consolidated accrued interest expense approximately amount of 88.82 million as at September 30, 2000. The lawsuit has not been finalized yet and the management expects that the case is negotiable. (4) As stated in note 20.2 the company was sued for defaulted on debt repayment by six financial institutions of Baht 1,603.24 million. The lawsuit has not been finalized yet and the management expects that the case is negotiable. I have audited the financial statements of THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED for the year ended December 31, 1999, in accordance with generally accepted auditing standards in my report dated February 25, 2000 included the conditions regarding the recognization on equity gain (loss) of the three associated companies. Those financial statements have been taken from unaudited financial statements by other auditors. Investment in associated companies represented the holding of 0.72 per cent of total assets and the equity gain represented at 0.09 per cent. Moreover, the notes to financial statements stated the effect of economic - 3 - crisis that caused to temporarily suspend the invested project under construction - factory amount of Baht 367.95 million, incurring loss for three consecutive years and the deficit of Baht 599.74 million. The shareholders' equity, therefore, shown the outstanding balance of Baht 459.74 million. However, the management expects that the company's operation will be recovered in current portion of long term debt of Baht 781.07 million, which has not been settled. The current repayment of principle upon the new agreement, has been under debt restructuring process. The balance sheet as at December 31, 1999, presented for comparison purpose, is a partial of the audited and reported financial statements. I have not performed any auditing procedures since that date. Office of D I A International Auditing (Mrs. Vilairat Rojnuckarin) C.P.A. (Thailand) Registration No. 3104 November 14, 2000 THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED BALANCE SHEETS AS AT SEPTEMBER 30, 2000 (UNAUDITED/REVIEWED ONLY) AND AS AT DECEMBER 31, 1999 (AUDITED) Consolidated (Baht) Parent Company Note September 30, 2000 September 30, 2000 December 31, 1999 Assets (Adjustment) Current assets Cash in hand and at banks 36,599,181.86 12,055,488.23 7,997,908.06 Short - term investments 4 56,171,185.66 803,850.00 36,461,954.47 Accounts and notes receivable 5 438,057,989.77 428,995,155.02 327,557,947.50 Less Allowance for doubtful accounts (28,131,933.79) (28,131,933.79) (28,131,933.79) Accounts and notes receivable - net 409,926,055.98 400,863,221.23 299,426,013.71 Inventories 6 572,041,486.23 484,343,376.98 463,353,379.60 Other current assets Advance for share subscribtion 0.00 10,000,000.00 0.00 Advance 4,402,663.57 4,402,663.57 3,746,036.11 Share receivable 14,634,950.00 0.00 0.00 Revenue Department - receivable 584,485.89 491,628.87 4,461,477.17 Refundable custom tax 3,172,084.32 3,172,084.32 2,510,522.67 Prepaid expenses 3,887,043.87 3,887,043.87 6,002,569.43 Other 6,669,201.86 2,908,620.82 1,381,056.86 Total current assets 1,108,088,339.24 922,927,977.89 825,340,918.08 Investments : Investments in subsidiaries 7.1 0.00 86,660,992.02 81,581,564.92 Investments in associated companies 7.2 192,600.00 192,600.00 192,600.00 Investments in other companies 7.3 2,000,000.00 2,000,000.00 2,000,000.00 Investment in debt securities 7.4 65,508,306.79 45,460,306.79 0.00 Deposits with commitment 8 30,000,000.00 30,000,000.00 30,000,000.00 Property, plant and equipment - net 9 1,531,620,813.94 1,183,240,204.79 1,287,803,854.97 Deposit 10 4,263,150.28 4,263,150.28 773,400.00 Other assets 11 8,046,185.18 3,171,502.83 3,967,212.42 Total assets 2,749,719,395.43 2,277,916,734.60 2,231,659,550.39 The consolidated financial statements for the year ended December 31, 1999 have not been prepared due to insufficient information. Notes to financial statements are parts of these financial statements. THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED - 2 - Consolidated (Baht) Parent Company Note September 30, 2000 September 30, 2000 December 31, 1999 Liabilities and shareholders' equity (Adjustment) Current liabilities Bank overdrafts and loans from bank 12 517,964,094.99 459,788,128.12 421,620,545.53 Accounts payable 263,395,283.01 238,646,426.69 213,119,369.51 Current portion of long - term debt due at call 13 1,120,244,000.00 1,120,244,000.00 0.00 Current portion of long - term debt 13 2,412,108.85 0.00 781,066,600.00 Accrued expenses 138,302,530.51 133,348,536.20 33,970,795.22 Other loan payables 61,429,770.00 0.00 10,000,000.00 Other current liabilities 8,710,338.58 1,241,123.81 1,072,936.84 Total current liabilities 2,112,458,125.94 1,953,268,214.82 1,460,850,247.10 Payable and loan from director 50,200,000.00 0.00 0.00 Long - term liabilities 13 34,088,113.77 0.00 253,129,400.00 Other liabilities 6,269,071.38 0.00 0.00 Total liabilities 2,203,015,311.09 1,953,268,214.82 1,713,979,647.10 THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED - 3 - Consolidated (Baht) Parent Company Note September 30, 2000 September 30, 2000 December 31, 1999 (Adjustment) Shareholders' equity Share capital Authorized share capital 50,000,000 common shares of Baht 10 each 500,000,000.00 500,000,000.00 500,000,000.00 Issued and paid-up capital 32,000,000 common shares of Baht 10 each 320,000,000.00 320,000,000.00 320,000,000.00 Premium on share capital 498,800,000.00 498,800,000.00 498,800,000.00 Appraisal surplus of land 207,515,676.00 207,515,676.00 207,515,676.00 Unrealized gain (loss) from changing fair value of investments 14 224,210.66 (143,125.00) 1,173,000.00 Retained earnings (Deficit) Appropriated Legal reserve 32,000,000.00 32,000,000.00 32,000,000.00 Unappropriated (733,524,031.22) (733,524,031.22) (541,808,772.71) Total shareholders' equity 325,015,855.44 324,648,519.78 517,679,903.29 Minority interest of subsidiaries 221,688,228.90 0.00 0.00 Total shareholders' equity and minority interest of subsidiaries 546,704,084.34 324,648,519.78 517,679,903.29 Total liabilities and shareholders' equity 2,749,719,395.43 2,277,916,734.60 2,231,659,550.39 The consolidated financial statements for the year ended December 31, 1999 have not been prepared due to insufficient information. Notes to financial statements are parts of these financial statements. THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 UNAUDITED/REVIEWED ONLY Consolidated (Baht) Parent Company 2000 2000 Baht 1999 (Adjustment) Revenues Sales 427,665,896.00 398,658,170.39 332,931,984.60 Other income 30,017,277.67 12,335,118.18 11,775,268.46 Total revenues 457,683,173.67 410,993,288.57 344,707,253.06 Expenses Cost of sales 324,416,547.16 288,878,627.23 278,619,476.14 Unappropriated net (gain) loss of subsidiaries 0.00 2,250,061.19 (7,832,820.70) Selling and administrative expenses 73,566,527.47 61,890,375.71 53,204,265.11 Loss on foreign exchange rate 64,016,607.70 63,797,924.55 101,194,914.71 Interest expenses 63,025,285.09 59,985,510.80 35,760,572.41 Corporate income tax (116,257.91) 0.00 0.00 Total expenses 524,908,709.51 476,802,499.48 460,946,407.67 Profit (Loss) and minority interest (67,225,535.84) (65,809,210.91) (116,239,154.61) Loss (Profit) of minority interest 1,416,324.93 0.00 0.00 Net profit (loss) (65,809,210.91) (65,809,210.91) (116,239,154.61) Earnings (Loss) per share (2.06) (2.06) (3.63) The consolidated financial statements for the year ended September 30, 1999 have not been prepared due to insufficient information. Notes to financial statements are parts of these financial statements. THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 UNAUDITED/REVIEWED ONLY Consolidated (Baht) Parent Company 2000 2000 Baht 1999 (Adjustment) Revenues Sales 1,314,361,233.47 1,176,321,703.24 905,172,921.25 Other income 48,150,848.49 32,344,523.46 27,470,942.40 Total revenues 1,362,512,081.96 1,208,666,226.70 932,643,863.65 Expenses Cost of sales 1,069,914,049.90 965,827,631.05 846,803,873.37 Unappropriated net (gain) loss of subsidiaries 0.00 4,920,572.90 10,354,780.58 Selling and administrative expenses 222,500,081.59 178,327,892.06 142,479,119.09 Loss on foreign exchange rate 100,690,485.13 100,765,242.28 102,417,308.20 Interest expenses 160,066,669.66 150,540,146.92 109,855,507.84 Corporate income tax 240,000.00 0.00 0.00 Total expenses 1,553,411,286.28 1,400,381,485.21 1,211,910,589.08 Profit (Loss) and minority interest (190,899,204.32) (191,715,258.51) (279,266,725.43) Loss (Profit) of minority interest (816,054.19) 0.00 0.00 Net profit (loss) (191,715,258.51) (191,715,258.51) (279,266,725.43) Earnings (Loss) per share (5.99) (5.99) (8.73) The consolidated financial statements for the year ended September 30, 1999 have not been prepared due to insufficient information. Notes to financial statements are parts of these financial statements. THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 UNAUDITED/REVIEWED ONLY Consolidated (Baht) Parent Company Note 2000 2000 Baht 1999 Share capital (Adjustment) Common shares Beginning of the period 320,000,000.00 320,000,000.00 320,000,000.00 End of the period 320,000,000.00 320,000,000.00 320,000,000.00 Paid-in capital Premium on share capital Beginning of the period 498,800,000.00 498,800,000.00 498,800,000.00 End of the period 498,800,000.00 498,800,000.00 498,800,000.00 Appraisal surplus of land Beginning of the period 207,515,676.00 207,515,676.00 266,102,532.00 End of the period 207,515,676.00 207,515,676.00 266,102,532.00 Unrealized gain (loss) from changing fair value of investments 14 224,210.66 (143,125.00) (906,000.00) Retained earnings (Deficit) Appropriated Legal reserve Beginning of the period 32,000,000.00 32,000,000.00 32,000,000.00 End of the period 32,000,000.00 32,000,000.00 32,000,000.00 Unappropriated Beginning of the period (541,808,772.71) (541,808,772.71) (291,099,582.04) Net profit (loss) (191,715,258.51) (191,715,258.51) (279,266,725.43) End of the period (733,524,031.22) (733,524,031.22) (570,366,307.47) Total shareholders' equity 325,015,855.44 324,648,519.78 545,630,224.53 The consolidated financial statements for the year ended September 30, 1999 have not been prepared due to insufficient information. Notes to financial statements are parts of these financial statements. THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED STATEMENTS OF RETAINED EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 UNAUDITED/REVIEWED ONLY Consolidated (Baht) Parent Company Note 2000 2000 Baht 1999 (Adjustment) Unappropriated retained earnings (deficit) Beginning balance (599,743,787.68) (599,743,787.68) (297,326,951.45) Cumulative effects from change in accounting policy 23.1 0.00 0.00 (4,860,947.06) Cumulative effects from change in accounting policy 23.2 57,935,014.97 57,935,014.97 11,088,316.47 Beginning retained earnings (deficit) after adjustments (541,808,772.71) (541,808,772.71) (291,099,582.04) Less Net profit (loss) for the period (191,715,258.51) (191,715,258.51) (279,266,725.43) Total unappropriated retained earnings (deficit) (733,524,031.22) (733,524,031.22) (570,366,307.47) Appropriated retained earnings (deficit) 32,000,000.00 32,000,000.00 32,000,000.00 Total retained earnings (deficit) (701,524,031.22) (701,524,031.22) (538,366,307.47) (more)