SET Announcements

- Other related companies and related parties 12,076 27,216 23 17 Close to market price 112,575 87,938 44,693 10,110 Joint ventures - Other joint ventures 1,163 786 1,247 1,391 Close to market price Other Participants in joint ventures - Bilfinger and Berger Bauaktiengesellschaft 438,543 453,985 - - Close to market price - Tokyu Construction Company Limited 50,916 97,195 - - Close to market price - Kumagai Gumi Company Limited 32,673 79,466 - - Close to market price - Other participants in other joint ventures 14,604 25,436 - - Close to market price 536,736 656,082 - - Total accounts payable-trade 650,474 744,806 70,791 40,527 Accrued interests Joint Venture - The TWCK (Thames Water International (Thailand) Ltd. and CH. Karnchang Public Company Limited) Joint Venture 2,644 2,644 5,287 5,287 Market interest rate 2,644 2,644 5,287 5,287 Total accrued interests 2,644 2,644 5,287 5,287 653,118 747,750 76,078 45,814 (UNAUDITED/BUT REVIEWED) NOTE 10 - UNSECURED DEBENTURES On 1st June, 2000, the Company issued unsecured debentures of Baht 400 million (400,000 units of Baht 1,000 each) by private placement. These debentures are name registered and unsubordinated and a trustee is to be appointed. Maturity in one year, the debentures pay interest every three months at 7.5 percent per annum. NOTE 11 - LONG-TERM LOANS FROM RELATED COMPANIES Consolidated Pricing policy 30th June, 31st December, 2000 1999 Thousand Thousand Baht Baht Loans from participants Loans : - Thames Water International Company Limited 49,600 60,507 As loan agreement - Bilfinger + Berger Bauaktiengesellschaft 126,753 136,124 As loan agreement - Tokyu Construction Company Limited 145,799 154,021 As loan agreement - Kumagai Gumi Company Limited 145,799 154,021 As loan agreement Total loans 467,951 504,673 Accrued interests : - Thames Water International Company Limited 1,143 3,200 Interest rate 5% per annum - Bilfinger + Berger Bauaktiengesellschaft 8,787 7,622 Interest rate 6% per annum - Tokyu Construction Company Limited 4,221 3,575 Interest rate 2% per annum - Kumagai Gumi Company Limited 4,221 3,575 Interest rate 2% per annum Total accrued interests 18,372 17,972 486,323 522,645 (UNAUDITED/BUT REVIEWED) NOTE 12 - LONG - TERM LOANS CONSOLIDATED As at As at As at As at 30th June, 31st December, 30th June, 31st December, 2000 1999 2000 1999 Thousand Baht Thousand Baht Thousand Baht Thousand Baht Long -term loans from banks 1,088,085 995,019 500,000 240,000 Liabilities under discounted notes receivable - 2,897,163 - - 1,088,085 3,892,182 500,000 240,000 Current portion of long - term loans (696,685) (3,630,064) (108,600) - 391,400 262,118 391,400 240,000 Most of the loan agreements contain covenants and restrictions. These pertain to, among other things, the maintenance of certain financial ratios. As at 30th June, 2000, these financial ratios would not been maintained in compliance with the stipulations of the agreements. The long-term loans of the Company, its subsidiaries and its joint ventures were secured by the pledge of their investments in the ordinary shares of Bangkok Expressway Public Company Limited, and the transfer of the rights of certain joint ventures to receive of repayment from employers under construction contracts and were guaranteed by the Company's directors and the participants in certain joint ventures. NOTE 13 - SECURED DEBENTURES On 29th March, 2000, the Company issued secured debentures of Baht 500 million (500,000 units of Baht 1,000 each). These debentures are unsubordinated and beared interest at a rate of 8 percent per annum (semi- annual interest payment) with a maturity period of 3 years as from the issuance date. These debentures carry a call option giving the issuer the option to redeem them at the end of first or second year from the issuance date. (UNAUDITED/BUT REVIEWED) These debentures are secured by the pledge of certain bank deposit accounts and certain Company's investments in the ordinary shares of Bangkok Expressway Public Company Limited. NOTE 14 - CORPORATE INCOME TAX Corporate income tax for the six-month periods ended 30th June, 2000 and 1999 have been calculated after adding back certain expenses which are disallowable for tax computation purposes. NOTE 15 - RELATED PARTY TRANSACTIONS During the period, the Company, its subsidiaries and its joint ventures had significant business transactions with their related parties (related by the way of common shareholders, investing in joint ventures, common joint ventures' participants or common directors). Therefore, these financial statements reflect the results of these transactions on the basis agreed between the parties. The significant transactions are summarised below :- For the three-month period ended 30th June, 2000 Consolidated The Company Only Pricing policy Million Baht Million Baht Transactions with subsidiaries and joint ventures (excluded transactions being eliminated from the consolidated financial statements) Revenue from construction services 30.0 44.1 Based on construction contracts Sales of construction materials 24.5 58.7 Close to market price Revenue from project management 13.5 21.6 Based on contracts Rental, transportation income and others 5.9 20.3 Close to market price Interest income 1.3 5.0 Market interest rate Costs of construction materials and construction work - 17.1 Close to market price Other expenses - 0.4 By mutual agreement (UNAUDITED/BUT REVIEWED) For the three-month period ended 30th June, 2000 Consolidated The Company Only Pricing policy Million Baht Million Baht Transactions with associated and related companies Revenue from construction services 403.4 - Based on construction contracts Revenue from project management 1.3 1.3 Based on contracts Rental, transportation income and others 10.0 7.2 Close to market price Interest income 7.5 7.6 Market interest rate Costs of construction materials and construction work 37.2 - Close to market price Selling & administrative expenses 59.9 - By mutual agreement For the six-month period ended 30th June, 2000 Consolidated The Company Only Pricing policy Million Baht Million Baht Transactions with subsidiaries and joint ventures (excluded transactions being eliminated from the consolidated financial statements) Revenue from construction services 87.7 119.8 Based on construction contracts Sales of construction materials 117.0 146.7 Close to market price Revenue from project management 26.5 47.2 Based on contracts Rental and transportation income 2.8 16.0 Close to market price Interest income 2.6 9.9 Market interest rate Other income 16.8 33.5 Based on contracts Costs of construction materials and construction work 0.5 49.3 Close to market price Other expenses - 0.8 By mutual agreement Transactions with associated and related companies Revenue from construction services 698.3 - Based on construction contracts Sales of construction materials 0.5 - Close to market price Revenue from project management 3.8 3.8 Based on contracts Rental and transportation income 16.4 14.4 Close to market price (UNAUDITED/BUT REVIEWED) For the six-month period ended 30th June, 2000 Consolidated The Company Only Pricing policy Million Baht Million Baht Interest income 17.5 15.2 Market interest rate Other income 4.0 2.1 Based on contracts Costs of construction materials and construction work 214.1 - Close to market price Selling & administrative expenses 66.3 - By mutual agreement The outstanding balances of the above transactions are shown as separate items in the balance sheet. NOTE 16 - STATEMENTS OF CASH FLOWS For the purpose of the statements of cash flows, cash and cash equivalents include cash in hand and at banks and deposits with finance companies with an original maturity of 3 months or less, and not subject to restrictions. As at 30th June, 2000 and 1999, cash and cash equivalents as reflected in the statements of cash flows consist of the following :- Consolidated The Company Only 2000 1999 2000 1999 Thousand Thousand Thousand Thousand Baht Baht Baht Baht Cash in hand and at banks 5,582,311 5,218,051 2,800,133 2,288,483 Short-term investments 126,946 223,624 236 589 Total 5,709,257 5,441,675 2,800,369 2,289,072 Less : Deposits with maturity of more than 3 months or subject to restrictions (115,443) (31,520) (21,118) (20) Cash and cash equivalents 5,593,814 5,410,155 2,779,251 2,289,052 (UNAUDITED/BUT REVIEWED) NOTE 17 - BANK GUARANTEES As at 30th June, 2000 and 31st December, 1999, there were outstanding bank guarantees of approximately Baht 12,706.2 million and Baht 12,625.0 million respectively (the Company Only : Baht 2,868.6 million and Baht 2,969.1 million respectively) issued by banks on behalf of the Company, its subsidiaries and its joint ventures in respect of certain performance bonds as required in the normal course of business of the Company, its subsidiaries and its joint ventures. The details of bank guarantees are as follows :- Consolidated The Company Only 30th June 31st December 30th June 31st December 2000 1999 2000 1999 Million Million Million Million Baht Baht Baht Baht Guarantee of construction contract, bid, and debt repayment 6,607.7 6,210.5 2,147.4 1,582.3 Advance payment bond and retention 5,619.7 5,302.6 370.0 389.7 Guarantee of revenue loss due to damage caused by transportation, retention bond, rental equipment, electricity usage and letter of credit issuance 478.8 1,111.9 351.2 997.1 12,706.2 12,625.0 2,868.6 2,969.1 (UNAUDITED/BUT REVIEWED) NOTE 18 - GUARANTEES/COLLATERAL As at 30th June, 2000, the Company and its subsidiaries had guaranteed or secured the following credit facilities of joint ventures in proportion to the Company's holding : 18.1 For the Joint Venture CH. Karnchang Public Company Limited, Bilfinger + Berger Bauaktiengesellschaft, Tokyu Construction Co., Ltd. and CH. Karnchang - Tokyu Construction Co., Ltd., the Company has provided guarantees of Baht 2,250 million and Baht 5,199 million, respectively for bank loan and guarantee facilities. The Company has also pledged part of its investment in Bangkok Expressway Public Company Limited to secure a performance guarantee from a bank. 18.2 For the Joint Venture BBCD (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited and Dyckerhoff & Widmann AG), the Company has issued guarantees for credit facilities provided by banks and financial institutions totaling Baht 2,422 million. 18.3 For the Joint Venture BCKT (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited, Kumagai Gumi Co., Ltd. and Tokyu Construction Co., Ltd.), the Company has provided a guarantee for a Baht 500 million bank loan of which repayment is due in 2001, a Baht 125 million letter of credit facility, and a foreign exchange hedging facility of Yen 1,400 million. 18.4 The Company has pledged part of its investment in Pathum Thani Water Company Limited with two banks to secure the loans of Pathum Thani Water Company Limited from those banks. The outstanding balance of these as at 30th June, 2000 is approximately Baht 3,800 million. (UNAUDITED/BUT REVIEWED) 18.5 The Company has pledged part of its land with a bank and a financial institution to secure loan facilities from that bank and financial institution. NOTE 19 - COMMITMENTS AND CONTINGENT LIABILITIES As at 30th June, 2000, commitments and contingent liabilities are as follows : 19.1 The Company, its subsidiaries and its joint ventures have commitments totalling Baht 1,691 million in respect of project construction costs. (the Company only : Baht 252 million). 19.2 The Company, its subsidiaries and its joint ventures have commitments totalling approximately Baht 3,411 million from guarantees of loans, letters of credit, letters of guarantee issued by banks, and notes discounted to joint ventures in which the Company is one of the participants (31st December, 1999 : Baht 2,787 million). 19.3 The joint ventures have commitments from opening letters of credit with banks which have not been used. In 2000 and 1999 these totaled approximately Baht 1,013 million and Baht 72 million, respectively. 19.4 Joint Venture BBCD (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited and Dyckerhoff & Widmann AG) has entered into forward contracts for USD 10.76 million. These contracts will mature in 2000. 19.5 Joint Venture BCKT (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited, Kumagai Gumi Company limited and Tokyu Construction Company Limited) has entered into 10 forward exchange contracts with a bank, for a combined amount of Yen 1,400 million, which may give rise to exchange gains or loss in the future. These contracts are secured by the pledge of fixed deposits of Baht 90 million, and are guaranteed by the participants. They will mature in 2000. (UNAUDITED/BUT REVIEWED) 19.6 Joint Venture CH. Karnchang Public Company Limited, Bilfinger + Berger Bauaktiengesellschaft, Tokyu Construction Company Limited and CH. Karnchang - Tokyu Construction Company Limited has a contingent liability of approximately Baht 4.6 million as a result of being sued for damages and compensation for termination of employment. The case is currently before the courts. 19.7 Joint Venture BBCD (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited and Dyckerhoff & Widmann AG) has delayed repayments due on a loan from a bank, which could affect the business of the joint venture as the lender now has the right to call for immediate repayment of principal under the agreement. As at 30th June, 2000, the outstanding balance of principal was Baht 688 million. 19.8 Joint Venture BCKT (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited, Kumagai Gumi Company limited and Tokyu Construction Company Limited) has been sued for damages of Baht 197.4 million in regard to its termination of a former employee. The Joint Venture has already paid compensation in accordance with the law. The case is in the legal process, and the joint venture's counsel's opinion is that there is no precedent case in which a court has found that an employer must pay a compensation award of this size, and it is expected that the joint venture will eventually win the case. (UNAUDITED/BUT REVIEWED) NOTE 20 - CONTRACTS 20.1 Joint Venture BCKT (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited, Kumagai Gumi Co., Ltd. and Tokyu Construction Co., Ltd.) a) In 1999, the joint venture changed its method of operation for the tunnel boring from Rama IX station to Sirikit station from an arrangement where the joint venture was itself the constructor, to one where the work was subcontracted to Kumagai Gumi Co., Ltd.. This was in accordance with a resolution of the meeting of the joint venture's Board of Directors on 4th March, 1999 under which participants can be hired to conduct construction work by the joint venture, in accordance with the existing budget for that work. The subcontract pricing conditions are payment of sums of Baht 660.8 million and Yen 1,811.2 million (excluding value added tax) in accordance with schedule indicated in the agreement. b) Commitments of approximately Baht 12.3 million under vehicle rental agreements for the joint venture. c) Under an agreement to rent land on which to build a factory building for use in producing construction supplies, and for siting temporary offices, the joint venture is committed to payment of approximately Baht 5.0 million. 20.2 Joint venture BBCD (Bilfinger + Berger Bauaktiengesellschaft, CH. Karnchang Public Company Limited and Dyckerhoff + Widmann AG) The joint venture has entered into two agreements to lease land for periods of 3 years and 4 years. The rental charged are Baht 13,500 per month per rai, and Baht 618,000 per year, respectively. (UNAUDITED/BUT REVIEWED) NOTE 21 - FINANCIAL INFORMATION BY SEGMENT The Company, its subsidiaries and joint ventures' operations involve principally a single industry segment, construction service, and are carried on in the single geographic area of Thailand. As a result, all of the revenues, operating profits (loss) and assets as reflected in these financial statements pertain to the aforementioned industry segment and geographic area. NOTE 22 - RECLASSIFICATION Certain amounts in the balance sheet as at 31st December, 1999 and the statement of earnings for the three-month and six-month periods ended 30th June, 1999 have been reclassified to conform to the current periods classification, with no effect on previously reported net earnings or shareholders' equity. NOTE 23 - APPROVAL OF FINANCIAL STATEMENTS These financial statements have been approved by the Company's directors.