MIDA ASSETS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

Transcription

1 MIDA ASSETS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES Interim Financial Statements For the Period Ended and Report of Independent Auditor BPR AUDIT AND ADVISORY CO., LTD. Independent Auditors

2 REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION BY INDEPENDENT AUDITOR To the Shareholders and Board of Directors of Mida Assets Public Company Limited I have reviewed the consolidated statement of financial position of Mida Assets Public Company Limited and its subsidiaries as at, and the related consolidated statements of comprehensive income, changes in shareholders equity and cash flows for the three-month periods ended 31,2012 and 2011 and condensed notes to financial statements. I have also reviewed the statement of financial position of Mida Assets Public Company Limited as at, and the related statements of comprehensive income, changes in shareholders equity and cash flows for the three-month periods ended and The management is responsible for the preparation and fair presentation of interim financial information in accordance with Accounting Standard No. 34 Interim Financial Reporting. My responsibility is to express a conclusion on this interim financial information based on my reviews. Scope of Review Except as discussed in the following paragraph, I conducted my reviews in accordance with standard on review engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matter, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable me to obtain assurance that I would become aware of all significant matters that might be identified in an audit. Accordingly, I do not express an audit opinion. As discussed in the Notes 15 and 27 to the interim financial statements, the Company has not yet assessed its possible loss on such long-term investments in Samui Peninsula Co.,Ltd., Hot Spring Co.,Ltd., and Phuket Peninsula Co.,Ltd. which their costs carried at Baht 650 million as shown in the separate statement of financial position of Mida Assets Public Company Limited and Baht 609 million as shown in the consolidated statement of financial position of Mida Assets Public Company Limited and its subsidiaries as at and 2011 due to the dispute between their shareholders has not yet finished. As a result, I am not able to review the correctness in valuation of such investments in accordance with generally accepted accounting principles.

3 Conclusion Based on my reviews, except for the effect to the financial statements for the three-month periods ended and 2011, which may occur, if I am able to review the correctness in valuation of such investments as discussed in the preceding paragraph, nothing has come to my attention that causes me to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with Accounting Standard No.34, Interim Financial Reporting. Statements of Financial Position as at for Comparative Purpose I have previously audited, in accordance with generally accepted auditing standards, the consolidated financial statements of Mida Assets Public Company Limited and its subsidiaries and the separate financial statements of Mida Assets Public Company Limited for the year ended, and in my report dated February 29, 2012, I expressed an qualified opinion that except for the effect to the financial statements for the year ended, as might have been determined to be necessary had I been able to examine the correctness in valuation of other long-term investments in accordance with the generally accepted accounting principles. The consolidated statement of financial position of Mida Assets Public Company Limited and its subsidiaries and the statement of financial position of Mida Assets Public Company Limited as at, presented for comparative purpose, are parts of those financial statements. I have not performed any auditing procedures subsequent to the date of that report. (Mr. Boonlert Kaewphanpurk) Certified Public Accountant Registration No BPR AUDIT AND ADVISORY CO., LTD. Bangkok May 14,

4 STATEMENTS OF FINANCIAL POSITION AS AT MARCH AND DECEMBER ASSETS "Unaudited" "Unaudited" Notes "Reviewed" "Audited" "Reviewed" "Audited" CURRENT ASSETS Cash and cash equivalents 52,797 58,383 16,642 13,973 Current investments 5 23,226 24,181 23,226 24,181 Trade accounts receivable - net 6 5,813 3,105 1, Current portion of hire-purchase contract receivables - net 7 1,405,734 1,391, , ,121 Short-term loans and accrued interest Related parties , ,523 Other parties 13 21,636 21,323 21,636 21,323 Current portion of long-term loans to other parties 13 22,465 15, Other receivable - related parties ,655 1,584 Receivables and advances to employee - net 8 5,711 6,119 5,711 6,119 Inventories - net 9 63,295 59,995 38,876 39,432 Property development costs 10 1,087,665 1,316,460 51,359 49,466 Assets foreclosed - net 11 45,301 45, Other current assets 69,661 56,627 15,571 14,371 Total Current Assets 2,803,636 2,999, , ,469 NON CURRENT ASSETS Deposits at financial institution pledged as collateral 12 88,048 87,765 4,401 4,357 Hire-purchase contract receivables - net of current portion 7 1,716,956 1,718, , ,472 Long-term loans and accrued interest Related parties , ,250 Other parties - net of current portion 13 25,339 25, Investments in subsidiary companies ,725,163 1,725,163 Other long-term investments , , , ,000 Property, plant and equipment - net 16 1,426,408 1,127, , ,325 Assets not used in operation 3,131 3,131 3,131 3,131 Rights to use of land 99,601 99, Land held for development 374, , , ,862 Assets foreclosed under buy back agreement - net 17 10,500 10, Other non-current assets 6,116 5,110 4,009 2,994 Total Non-Current Assets ######### ## ######### ## 3,242,707 3,235,554 TOTAL ASSETS 7,163,609 7,029,298 3,989,972 3,918,023 The accompanying notes are and integral parts of these financial statements. 3

5 STATEMENTS OF FINANCIAL POSITION AS AT MARCH AND DECEMBER LIABILITIES AND SHAREHOLDERS' EQUITY "Unaudited" "Unaudited" Notes "Reviewed" "Audited" "Reviewed" "Audited" CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions , , , ,404 Trade accounts payable 71,117 61,639 31,860 23,543 Construction payables 75,450 76,227 6,070 4,901 Advance received from purchase and sales agreements 152, , Short-term loan from related parties 4 111,374 79,519 55,449 61,327 Short-term loan and accured interest from others 392, , , ,784 Current portion of long-term loans , , Current portion of liabilities under hire-purchase contracts 20 7,372 3,059 7,372 2,966 Corporate income tax payable 70,232 50,560 24,957 19,199 Current portion of long-term payable for purchases of assets 5,247 8, ,367 Advance received for rent 719 1, Payables to related parties 4 12,325 13,717 4,909 6,419 Share subscription payable Related parties ,466 3,186 Other parties 52,000 52,000 52,000 52,000 Other current liabilities , ,207 65,521 65,800 Total Current Liabilities 2,002,448 1,843, , ,896 NON CURRENT LIABILITIES Long-term loans - net of current portion ,692 1,036, Liabilities under hire-purchase contracts - net of current portion 20 18,753 5,492 18,753 5,492 Long-term payable for purchase of assets- net of current portion 5,000 10, Liabilities of advance received for guarantee contract 73,060 73, Employee benefit obligations 22 30,347 29,064 17,842 17,309 Other non-current liabilities 1,280 1, Total Non-Current Liabilities 1,079,132 1,155,411 36,595 22,801 TOTAL LIABILITIES 3,081,580 2,998, , ,697 SHAREHOLDERS EQUITY Share capital- common shares, Baht 1 par value Authorized share capital -1,034,757,926 shares, Baht 1 par value 1,034,758 1,034,758 1,034,758 1,034,758 Issued and fully paid-up share capital - 1,034,757,926 shares, Baht 1 par value 1,034,758 1,034,758 1,034,758 1,034,758 Premium on share capital 1,377,567 1,377,567 1,377,567 1,377,567 Retained earnings Appropriated for legal reserve 92,264 92,264 92,264 92,264 Unappropriated 1,027, , , ,737 Other components of shareholders' equity (17,122) (17,122) - - Equity attributable to the equity holders of the Company 3,515,361 3,476,251 3,372,275 3,354,326 Non - controlling interests 566, , Total Shareholders' Equity 4,082,029 4,030,648 3,372,275 3,354,326 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 7,163,609 7,029,298 3,989,972 3,918,023 The accompanying notes are and integral parts of these financial statements. 4

6 Notes to Interim Financial Statements and 2011 (Reviewed) And (Audited) These notes form as integral part of the financial statements. The interim financial statements were authorized for issue by the directors on May 14, GENERAL INFORMATION Mida Assets Public Company Limited ( the Company ) was incorporated in Thailand and has its registered office at 267 Charansanitwong Road, Bang-Or, Bangplad, Bangkok and has a total of 81 branches ( : 78 branches) The Company was listed on the Stock Exchange of Thailand in The Company and its subsidiaries operate in Thailand principally engage in sales and hire purchase of electric equipment, mobile phones and motorcycles, hotel and golf course and real estate development business. Details of the Company s subsidiaries are as follows: Paid-up share capital Percentage of direct and indirect () holdings (%) Name of Companies Type of business Mida Leasing Public Company Limited Hire-purchase of cars 400, , Mida Property Co., Ltd. Real estate development 500, , Top Elements Co., Ltd. Hotel operations 150, , Turtle Party Co., Ltd. Real estate development 175, , and construction Mida Hotel and Resort Co., Ltd. Golf course and property 159, , development Max Real Estate Co., Ltd. Rental, sale, purchase 30,000 30, and property operation Mida Assets Sanadu Co., Ltd. Rental, sale, purchase 35,000 35, and Property operation Wipa Condominium Co., Ltd. Rental, sale, purchase 15,000 15, and property operation Max Condo Kaset Co., Ltd. Rental, sale, purchase 45,000 45, and operate of properties The Retreat Hua Hin Co., Ltd. Real estated development 199, , and hotel operations Mida (Lao) Financing Co., Ltd. Hire - purchase services 53,678 53, Max Hotel Co., Ltd. Hotel operations 45,000 45, Max Hotel Ramkumhang Co., Ltd. Rental, sale, purchase 27,000 27, and property operation Mida Development Co., Ltd. Real estate development 55,000 55, Subsidiaries operate their business in Thailand except Mida (Lao) Financing Co., Ltd. which operates its business in Lao. 2. BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION These interim financial statements are prepared in accordance with the Accounting Standard No. 34 Interim Financial Reporting and Regulations of The Stock Exchange of Thailand (SET) relating to accounting. 11

7 and 2011 (Reviewed) And (Audited) The interim financial statements are prepared as updated information to the financial statements for the year ended with an emphasis on the more current information about activities, events and situations, not a duplicate of information previously reported. These interim financial statements should therefore be read in conjunction with the financial statements for the year ended. The accompanying financial statements are prepared in Thai Baht and in the Thai language in conformity with generally accepted accounting principles in Thailand. The accompanying financial statements are intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in Thailand. For the convenience of the reader, an English translation of financial statements has been prepared from the statutory Thai language financial statements which are issued for domestic reporting purposes. The consolidated financial statements as at and, include the accounts of the Company and its subsidiaries which the Company has controlling power or directly and indirectly holdings on those subsidiaries. All significant intercompany transactions between the Company and its subsidiaries included in the consolidated financial statements have been eliminated. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying interim financial statements have been prepared in accordance with generally accepted accounting principles. Accounting policies that have been applied in the preparation of the interim financial statements for the three-month period ended are similar to those which have been applied to the financial statements for the year ended. 4. TRANSACTIONS WITH RELATED PARTIES A portion of the Company s assets, liabilities, revenues, costs and expenses arose from transactions with related parties. Related parties are those parties controlled by the Company, directly or indirectly or significant influence, to govern the financial and operating policies of the Company. Types of relationship of related companies are as follows: Name of Related parties Type of business Type of relationship Mida Leasing Public Company Limited Hire purchase of cars Subsidiary Mida Property Co., Ltd. Real estate development Subsidiary Top Elements Co., Ltd. Hotel operations Subsidiary Turtle Party Co., Ltd. Real estate development and construction Subsidiary Mida Hotel and Resort Co., Ltd. Golf course and property development Subsidiary Max Hotel Ramkumhang Co., Ltd. Rental, sale, purchase and operate of properties Subsidiary Max Real Estate Co., Ltd. Rental, sale, purchase and operate of properties Subsidiary Mida Assets Sanadu Co., Ltd. Rental, sale, purchase and operate of properties Subsidiary Wipa Condominium Co., Ltd. Rental, sale, purchase and operate of properties Subsidiary Max Condo Kaset Co., Ltd. Rental, sale, purchase and operate of properties Subsidiary The Retreat Hua Hin Co., Ltd. Real estate development and hotel operations Subsidiary Mida (Lao) Financing Co., Ltd. Hire purchase services Subsidiary Max Hotel Co., Ltd. Hotel operations Subsidiary Mida Development Co.,Ltd. Real estate development Subsidiary Aqua Corporation Public Company Limited (Formerly P Plus P Public Company Limited ) Hire - purchase and Investment holdings Shareholders & Co directors Mida-Medalist Entertainment Public Company Manufacture and distribute of game equipment Co directors Limited Mantra Assets Co., Ltd. Hire - purchase and Investment holdings Co directors 12

8 and 2011 (Reviewed) And (Audited) Name of Related parties Type of business Type of relationship Quality Vacation Club Co., Ltd. Accommodation services Co directors Pen Publishing Co., Ltd. Production and sale of magazine, printing media, and administration in advertising Co directors Pricing policies for each transaction are described as follows: Transactions Transactions with subsidiary companies Interest income Service income Interest expense Transactions with related parties Debt collection management fee Purchase of promotional goods Transactions with directors of the Company and its subsidiaries Building rental fee Interest expense Purchase land for development Pricing policies At rates of 6.13% - 8.0% p.a. (2011 : 6.27% % p.a.) Contract price At rates of % p.a. 6.0% of the amount collected Close to prices quoted to other parties Contract price At a rate of 12% p.a. At appraised value Significant revenues and expenses derived from transactions with related parties for the three-month periods ended and 2011 are as follows: In Million Baht The Company Transactions with subsidiaries Interest income Service income Interest expense Transactions with related parties Debt collection management fee Purchase of promotional goods Transactions with directors of the Company and its subsidiaries Building rental fee Interest expense Purchase land for development The balances of related parties as of and are as follows: Hire-purchase receivables-net Aqua Corporation Public Company Limited (Formerly P Plus P Public Company Limited) 2,226 2,

9 and 2011 (Reviewed) And (Audited) Short-term loan and interest receivable Subsidiary companies The Retreat Hua Hin Co., Ltd. Loan , ,652 Interest receivable - - 4,346 1,022 Max Hotel Co., Ltd. Loan ,660 3,580 Interest receivable Max Hotel Ramkamheang Co., Ltd. Loan - - 2,200 2,200 Interest receivable Max Real Estate Co., Ltd. Loan - - 2,100 2,100 Interest receivable Mida Property Co.,Ltd. Loan - - 3,000 - Interest receivable Mida Leasing Public Company Limited Interest receivable Mida Hotel and Resort Co., Ltd. Interest receivable Mida Assets Sanadu Co., Ltd. Loan - - 5,995 2,125 Interest receivable Wipa Condominium Co., Ltd. Loan - - 4,080 3,230 Interest receivable Max Condo Kaset Co., Ltd. Loan - - 3,800 1,600 Interest receivable Total , ,523 Other receivable - related parties Subsidiary companies Mida (Lao) Financing Co., Ltd Mida Hotel and Resort Co., Ltd Mida Property Co., Ltd Turtle Party Co., Ltd Top Elements Co., Ltd Max Real Estate Co., Ltd Max Hotel Ramkamheang Co., Ltd Mida Leasing Public Company Limited The Retreat Hua Hin Co., Ltd Others Related parties Director Aqua Corporation Public Company Limited 32 (Formerly P Plus P Public Company Limited ) Mantra Assets Co., Ltd Others Total ,655 1,584 14

10 and 2011 (Reviewed) And (Audited) Long-term loan and interest receivable Subsidiaries Mida Hotel and Resort Co., Ltd. Loan , ,950 Mida Leasing Public Company Limited Loan ,300 Total , ,250 Account payable-related parties Subsidiaries Top Elements Co., Ltd ,359 4,494 Mida Hotel and Resort Co., Ltd Mida Property Company Limited Related parties Pen Publishing Co., Ltd Related person Related person of the Company 9,999 9, Director of the Company 2,206 3, ,899 Total 12,325 13,717 4,909 6,419 Short-term loan and accrued - interest Director Loan 108,835 78,115 25,500 - Accrued interest 2,539 1, ,374 79,519 25, Subsidiaries Mida Property Co., Ltd. Loan ,550 Accrued interest Turtle Party Co., Ltd. Loan - - 1,640 1,640 Accrued interest Top Elements Co., Ltd. Loan ,750 25,750 Accrued interest ,468 61,295 Total 111,374 79,519 55,449 61,327 Shares subscription payable-related parties Subsidiaries Mida Development Co., Ltd - - 2,466 3,186 Total - - 2,466 3,186 15

11 and 2011 (Reviewed) And (Audited) Movement of loan to subsidiary and related parties and loans from subsidiary and related parties during the period, are as follows; Increase Decrease Short-term loan and accrued interest Director Director of related company Loan 78,115 30, ,835 Accrued interest 1,404 2,037 (902) 2,539 79,519 32,757 (902) 111,374 Increase Decrease Short-term loan and interest receivable Subsidiary The Retreat Hua Hin Co., Ltd. Loan 153,652 25, ,072 Interest receivable 1,022 3,324-4,346 Mida Property Co., Ltd. Loan - 8,500 (5,500) 3,000 Interest receivable - 24 (14) 10 Max Hotel Co., Ltd. Loan 3,580 24,080 (3,000) 24,660 Interest receivable (130) 161 Max Hotel Ramkamheang Co., Ltd. Loan 2, ,200 Interest receivable (58) 15 Max Real Estate Co., Ltd. Loan 2, ,100 Interest receivable (56) 14 Mida Leasing Public Company Limited Interest receivable (447) - Mida Hotel and Resort Co., Ltd. Interest receivable 636 1,928 (1,909) 655 Mida Assets Sanadu Co., Ltd Loan 2,125 3,870-5,995 Interest receivable (46) 36 Wipa Condominium Co., Ltd. Loan 3, ,080 Interest receivable

12 and 2011 (Reviewed) And (Audited) Increase Decrease Max Condo Kaset Co., Ltd. Loan 1,600 3,800 (1,600) 3,800 Interest receivable 4 76 (54) 26 Total 170,523 72,535 (12,814) 230,244 Long-term loan and interest receivable Subsidiary Mida Leasing Public Co., Ltd. Loan 34,300 - (34,300) - Mida Hotel and Resort Co., Ltd. Loan 120,950 7, ,250 Total 155,250 7,300 (34,300) 128,250 Short -term loan and accrued interest Director Loan - 25,500-25,500 Accrued interest Total 32 25,949-25,981 Subsidiary Mida Property Co., Ltd. Loan 33, (33,550) 500 Accrued interest Turtle Party Co., Ltd. Loan 1, ,640 Accrued interest Top Elements Co., Ltd. Loan 25,750 1,000-26,750 Accrued interest (400) ,295 2,123 (33,950) 29,468 Total 61,327 28,072 (33,950) 55, CURRENT INVESTMENTS and the Company only Fair value Unrealized loss Fair value Unrealized loss Cost Cost Investment in held-for-trade Related companies 43,635 23,226 (20,409) 43,635 24,181 (19,454) 17

13 and 2011 (Reviewed) And (Audited) Movement of held-for-trade securities for the three-month period ended are as follows: and the Company only Net carrying amount at beginning of period 24,181 Purchases of securities - Sales of securities - Less Unrealized loss (955) Net carrying amount at end of period 23, TRADE ACCOUNTS RECEIVABLE NET Trade accounts receivable 5,874 3,166 1, Less allowance for doubtful accounts (61) (61) (1) (1) Net 5,813 3,105 1, As at and, the trade accounts receivable are classified by aging as follows: Over due Less than 3 months 5,700 2,905 1, Over 3-6 months Over 6-12 months Over 12 months Total 5,874 3,166 1, Less allowance for doubtful accounts (61) (61) (1) (1) Net 5,813 3,105 1,

14 and 2011 (Reviewed) And (Audited) 7. HIRE-PURCHASE CONTRACT RECEIVABLES NET As at and the balances of hire-purchase contract receivables are as follows: Current portion Long-term portion Total Hire -purchase contract receivables 2,218,207 2,195,871 2,122,269 2,113,505 4,340,476 4,309,376 Less unearned hire-purchase interest income (721,451) (712,630) (364,897) (363,982) (1,086,348) (1,076,612) Total 1,496,756 1,483,241 1,757,372 1,749,523 3,254,128 3,232,764 Less allowance for doubtful accounts (91,022) (91,641) (40,416) (31,273) (131,438) (122,914) Net 1,405,734 1,391,600 1,716,956 1,718,250 3,122,690 3,109,850 Current portion Long-term portion Total Hire -purchase contract receivables 738, , , , , ,269 Less unearned hire-purchase interest income (346,401) (345,550) (56,630) (58,283) (403,031) (403,833) Total 392, , , , , ,436 Less allowance for doubtful accounts (51,535) (52,339) (3,125) (3,504) (54,660) (55,843) Net 340, , , , , ,593 As at and, the balances of hire-purchase contract receivables (net of unearned hire purchase interest income) and allowance for doubtful accounts are classified by aging as follows: Percentage of allowance Hire-purchase contract set up by the Allowance for doubtful Hire-purchase contract receivables subsidiary company Accounts receivables - net Hire purchase contract receivables The Company 528, ,436 54,660 55, , ,593 Subsidiary : Not yet due 1,843,598 1,791, ,481 18,001 1,825,117 1,773,758 19

15 and 2011 (Reviewed) And (Audited) Past due: Percentage of allowance Hire-purchase contract set up by the Allowance for doubtful Hire-purchase contract receivables subsidiary company Accounts receivables - net 1-3 months 737, ,138 4 months 85,652 37, months 40,180 46, months 12,106 9, months 3,018 2,830 Over 12 months 3,803 3, ,285 16, , ,663 17,219 7,499 68,433 29,905 10,045 11,520 30,135 34,559 8,927 6,948 3,179 2,372 3,018 2, ,803 3, Total 3,254,128 3,232, , ,914 3,122,690 3,109,850 Percentage of Hire-purchase contract allowance set up by the Allowance for doubtful Hire-purchase contract receivables subsidiary company Accounts receivables - net Hire purchase contract receivables Not yet due 288, , ,896 2, , ,855 Past due: 1-2 months 111, , ,238 2, , , months 83,652 89, ,913 22,399 62,739 67, months 31,171 30, ,586 15,240 15,585 15,240 Over 12 months 13,027 13, ,027 13, Total 528, ,436 54,660 55, , ,593 A subsidiary company has transferred the rights on receivables under hire-purchase contracts, with a total net book value as at and of approximately Baht 1,683 million, with banks to secure long-term loans from banks, as discussed in Note 19. On April 30, 2004, the Institute of Certified Accountants and Auditors of Thailand, with the approval of the Office of the Securities and Exchange Commission, stipulated an accounting guideline for the consumer finance business, whereby full allowance for doubtful accounts is to be recorded, and recognition of revenue is to cease, for accounts receivable which are overdue by more than 3 installments and general allowance is to be provided for accounts receivable which are overdue not more than 3 installments. If the Company and its subsidiary had followed this accounting guideline, without considering a general provision, as at, the Company and its subsidiary would have to increase their allowance for doubtful accounts by a total of Baht 109 million (The Company s financial statements: Baht 41.4 million) and reduce the amount of 20

16 and 2011 (Reviewed) And (Audited) revenue recognized during the three-month period ended, by approximately Baht 4.4 million (The Company s financial statements: Baht 1.6 million.) However, this accounting guideline provides an alternative whereby, in cases where a company believes that the guideline would not be appropriate, it is to disclose the method it uses, together with the reasons. The Company and its subsidiary have a policy to cease recognizing revenue from hire purchase receivables which are overdue by more than 4 installments and to set up allowance based on consideration of the current status of receivables, their ability to make payment, past experience and historical data on actual losses on collection. As at, allowance for doubtful accounts of the Company has been set aside at an average rate of 10.3 percent of hire purchase receivables before deducting collateral values, which exceeds the historical loss on collection rate of 5.1 percent (actual average rate of loss on collections for the past 3 years ( )). The subsidiary company s allowance for doubtful accounts have been set aside at an average rate of percent of hire purchase receivables before deducting collateral values, which is higher than the average actual percent of loss on collections for the past 3 years ( ) of the subsidiaries. As at and, there are outstanding hire-purchase contract receivable which has overdue more than 3 periods but the Company and a subsidiary are still realize their income amounting to approximately Baht million and Baht 61.1 million, respectively (The Company s only : Baht 22.4 million and Baht 23.6 million, respectively) TAS 17 Lease requires financial lease income, which is stated that net of initial direct costs, to be recognized using the effective interest rate method. This accounting standard applies to lease agreement with effective dates on or after January 1, The finance lease pre-existing before January 1, 2008, the Company has chosen to apply the existing sum-of-the-digits method until the lease expires. Detailed as at and as follows: Hire purchase receivables 10,284 14,848 5,537 5,328 Less unearned interest income (1,026) (837) (795) (346) Net 9,258 14,011 4,742 4, RECEIVABLES AND ADVANCES TO EMPLOYEES - NET Advance to sale-persons 49,189 49,580 49,189 49,580 Advance to employees 1,228 1,019 1,228 1,019 Fraud employees receivable 23,332 22,764 23,332 22,764 Total 73,749 73,363 73,749 73,363 Less allowance for doubtful accounts (68,038) (67,244) (68,038) (67,244) Net 5,711 6,119 5,711 6,119 21

17 and 2011 (Reviewed) And (Audited) 9. INVENTORIES NET Electric equipment 37,494 38,125 37,494 38,125 Motorcycles 947 1, ,034 Construction supplies 18,904 17, Others 9,153 6,381 3,638 3,360 Total 66,498 63,082 42,079 42,519 Less allowance for stock obsolescence (3,203) (3,087) (3,203) (3,087) Net 63,295 59,995 38,876 39, PROPERTY DEVELOPMENT COSTS Land 308, ,249 48,275 48,275 Development Cost 48,119 49,380 1, Construction cost 543, ,001 1,041 1,041 Public utilities 94, , Finance cost 45,557 66, Others 46,303 59, Total 1,087,665 1,316,460 51,359 49,466 As at, the subsidiaries have mortgaged its land and structures there on of property development projects at net book value totaling Baht million as collaterals for loans from banks. During 2012, the subsidiaries captured borrowing cost in property development cost totaling Baht 6.7 million. 11. ASSETS FORECLOSED - NET Land and construction 35,000 35, Motor vehicles 10,843 11, Total 45,843 46, Less allowance for decline in value of assets (542) (527) - - Net 45,301 45, Land and constructions included in assets foreclosed at amount-net of Baht 14 million are mortgaged to secure its credit facilities as described in note 18 to interim financial statements. 22

18 and 2011 (Reviewed) And (Audited) 12. DEPOSITS AT FINANCIAL INSTITUTIONS PLEDGED AS COLLATERALS As at and, the Company and its subsidiaries have pledged deposits totaling Baht 88.0 million and Baht 87.8 million at financial institution to secure bank guarantee facilities issued by the financial institutions on behalf of the Company and its subsidiaries. 13. LOANS TO AND ACCRUED INTEREST - OTHER PARTIES 13.1) Short-term Short-term loan 15,724 15,723 15,724 15,723 Accrued interest 5,912 5,600 5,912 5,600 Net 21,636 21,323 21,636 21,323 As at, the company has short-term loans and interest receivable-other parties bear interest at rate of 8% p.a., the Company has secured by the deposits of the borrower. 13.2) Long-term Long-term loan to other 172, , , ,634 Accrued interest 29,005 28,732 23,268 23,268 Total 201, , , ,902 Less Allowance for doubtful accounts (153,280) (153,280) (144,902) (144,902) Net 47,804 40, Less Current portion (22,465) (15,332) - - Net 25,339 25, The above loans are subject to interest at rate of 10%-18% p.a. As at, The Company and its subsidiaries have secured their loan by pledge car registration book, shares of investments, transferring the right of collection of hiring a building construction and personal guarantees. 14. INVESTMENTS IN SUBSIDIARIES Company's name Paid-up capital Thousand Baht Shareholding Percentage (%) Cost Mida Leasing Public Company Limited. 400, , , ,000 Mida Property Co., Ltd. 500, , , ,733 Top Elements Co., Ltd. 150, , , ,988 23

19 and 2011 (Reviewed) And (Audited) Company's name Paid-up capital Thousand Baht Shareholding Percentage (%) Cost Turtle Party Co., Ltd. 175, , , ,000 Mida Hotel and Resort Co., Ltd. 159, , , ,150 Max Real Estate Co., Ltd. 30,000 30, ,500 25,500 Mida Assets Sanadu Co., Ltd 35,000 35, ,749 29,749 Wipa Condominium Co., Ltd 15,000 15, ,250 8,250 Max Condo Kaset Co., Ltd. 45,000 45, ,750 24,750 Mida (Lao) Financing Co., Ltd. 53,678 53, ,207 32,207 The Retreat Hua Hin Co., Ltd. 199, , , ,637 Max Hotel Co., Ltd. 45,000 45, ,250 38,250 Max Hotel Ramkumhang Co., Ltd. 27,000 27, ,950 22,950 Mida Development Co., Ltd. 55,000 55, ,999 43,999 Total 1,725,163 1,725, OTHER LONG - TERM INVESTMENTS Net Book Value Incorporated Company s name Type of Business in Hot Spring Co.,Ltd. Not yet in operation Thailand 148, , , ,000 Samui Peninsula Co.,Ltd. Hotel Business Thailand 256, , , ,000 Phuket Peninsula Co.,Ltd. Hotel Business Thailand 204, , , , , , , ,000 As the unsettlement of the dispute since 2007, in relation to a court case between the Company and a director of a company (Samui Peninsula Co., Ltd.) that caused to the Company has not yet obtained the financial statements since 2007 to the present, of Samui Peninsula Co., Ltd., Hot Spring Co., Ltd., and Phuket Peninsula Co., Ltd to determine its correctness in valuation of such investments, which is a limitation of scope imposed by circumstance. Since January 1, 2009, the board of directors of the Company held on 10, 2009 approved a resolution to transfer these investments to investment held for sale due to unsettlement of dispute since 2007 between the Company and a director of Samui Peninsula Co., Ltd. which also is direct in Hot Spring Co., Ltd. and Phuket Peninsula Co., Ltd. that caused to the Company lost its control in the subsidiary and lost significant control of the associates. As at, as the progress of the case as discussed in Note 27 to interim financial statements, the Company had not yet assessed possible loss on such long-term investments due to the dispute between the Company and their shareholders has not yet finished. 24

20 and 2011 (Reviewed) And (Audited) 16. PROPERTY, PLANT AND EQUIPMENT - NET Movements of the property, plant and equipment account during the three-month period ended 31, 2012 are as follows : Net book value as at January 1, ,127, ,325 Acquisitions during the period - at cost 74,885 39,621 Transfer from property development costs 240,542 - Disposals during period - net book value at disposal date (19) - Written-off during period - net book value at written-off date (296) - Depreciation for the period (16,315) (6,151) Net book value as at 1,426, ,795 The Company and its subsidiaries mortgaged their land and structures there on at net book value as at totaling Baht 658 million in the consolidated financial statements and Baht 105 million in the separate financial statements, to secure their credit facilities obtained from financial institution and letter of guarantee issued by the banks. During 2012, the subsidiaries captured borrowing cost in property, plant and equipment totaling Baht 1.6 million. 17. ASSETS FORECLOSED UNDER BUY BACK AGREEMENT Land and buildings 10,500 10, In 2010 and 2009, the subsidiary s loan receivables transferred their land and buildings to the subsidiary for loans settlement at the agreed price referencing from an appraised value of an appraiser. The loan receivables also agreed to pay interest at rate 15% p.a. up to the buy back date. 18. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS Bank overdrafts 68,363 59,620 23,708 22,404 Short-term loans from financial institutions 110, ,000 90,000 90,000 Total 178, , , ,404 The Company has credit lines of bank overdrafts and short-term loans from financial institutions totaling Baht 115 million, bear interest at MOR and MMR p.a., secured by mortgage of land and structures thereon of the Company as discussed in Note 16 to interim financial statements. 25

21 and 2011 (Reviewed) And (Audited) The Subsidiaries have credit lines of bank overdrafts and short-term loans from financial institutions totaling Baht 46 million, bear interest at MOR p.a.,mlr+0.5 p.a. and SPR+1.0% p.a., secured by guarantee of the Company, directors of the Company and subsidiaries and its mortgage of land and structures, land and structures for real estate project and land and structure under assets foreclosed as described in note 11 to interim financial statements. 19. LONG - TERM LOANS Long-term loans 1,645,192 1,676, Less Current portion of long-term loans (694,500) (639,557) - - Net 950,692 1,036, Long-term loans of the Company and its subsidiaries are secured by the Company and the director of the Company and its subsidiaries and the mortgage of land with structures in real estate thereon of the Company and its subsidiaries. Mida Leasing Public Company Limited In August, 2010, the subsidiary entered into the Addendum agreement (Revise version) with a group of banks. The Changes in the condition under the addendum by the 1st repayment of the subsidiary will be started in April 2011 until September 2015.The subsidiary has to maintain the balance of loan from directors and/or the major shareholder not less than Baht 200 million until the subsidiary has settled the payment of all loan. If the subsidiary has supported credit line by other financial institution by 2011, the subsidiary will make repayment to the group of banks amounting to Baht 30 million. The subsidiary has to maintain certain loan covenents relating to among other thing, eg. the maintenance of certain financial ratios, dividend payments, making loan payment to the parent company and merger or consolidation with any other companies. As at, the subsidiary is still in process of negotiation with such financial institutions to define a new term of loan repayment. The above loans are secured by guarantees from the directors of the Company and subsidiary, the transfer of rights in receivables under hire-purchase contracts and the transfer of registration books of cars under hire - purchase contracts with a value of not less than 1.35 times the outstanding loan balance as mentioned in note 7 to the interim financial statements. On 18, 2011, the subsidiary entered into a loan agreement with a financial institution amounting to Baht 10 million, bearing interest at MRR p.a. Such loan is repayable since April 2011 to 2018 and secured by the mortgage of certain plot of land and building thereon of the Company. As at 30, 2011, a group of banks gave a consent to suspend a payment of interest starting from November 2011 to January 2012 and suspend a payment of principle of loan starting from November 2011 to April Max Hotel Company Limited A subsidiary entered into a memorandum of understanding with a financial institution to postpone its grace period from June 2011 to The financial institution approved for the postponement as request on August 4,

22 and 2011 (Reviewed) And (Audited) Max Condo Kaset Company Limited and Wipa Condominium Company Limited As at 23, 2011, a financial institution gave a consent to suspend a payment of principle of loan starting from October 2011 to February 2012 and suspend a payment of interest starting from 2011 to February LIABILITIES UNDER HIRE PURCHASE CONTRACTS As at and, the balance of liabilities under hire purchase contacts are follows : Current portion due 1 year The Thousand Baht Long-term portion over 1 year to 5 year Total Liabilities under hire-purchase contracts 8,370 3,353 19,880 5,701 28,250 9,054 Less deferred interest (998) (294) (1,127) (209) (2,125) (503) Net 7,372 3,059 18,753 5,492 26,125 8,551 Current portion due 1 year 31, 31, Long term portion over 1 year and 5 year Total 31, 31, 31, 31, Liabilities under hire-purchase contracts 8,370 3,259 19,880 5,701 28,250 8,960 Less deferred interest (998) (293) (1,127) (209) (2,125) (502) Net 7,372 2,966 18,753 5,492 26,125 8, OTHER CURRENT LIABILITIES Other payables 30,312 27,657 14,792 21,327 Accrued interest 32,068 17,224 2, Accrued bonus 47,021 39,132 30,753 25,158 Accrued expenses 29,328 33,511 11,867 12,445 VAT payables 12,437 12,271 2,825 2,874 Advance received for deposit 9,589 7, Retention 7,253 6, Other current liabilities 11,260 12,847 3,238 3,167 Total 179, ,207 65,521 65,800 27

23 and 2011 (Reviewed) And (Audited) 22. EMPLOYEE BENEFIT OBLIGATIONS The Company and its subsidiaries adopted TAS 19 Employee Benefits with effect from January 1, The Company operates post employment benefit and pension based on the requirement of Thai Labour Protection Act B.E to provide retirement benefits and other long term benefit to employees based on pensionable remuneration and length of service. Movement in the present value of the defined benefit obligations for the three-month period ended : Defined benefit obligations as at January 1, ,064 17,309 Benefits paid by the plan - - Current service costs and interest 1, Actuarial (gains) losses in profit or loss - - Defined benefit obligations as at 30,347 17,842 Expense recognized in statement of comprehensive income for the three-month period ended 31, 2012: Current service costs 1, Interest on obligation Total 1, The above expense recognized in statement of comprehensive income is recognized in the following line items for the three-month period ended. Administrative expenses 1, Principal actuarial assumptions at the reporting date for the three-month period ended : Percentage Discount rate 4.1 Salary increase rate Employee turnover rate (depend on employee age) Mortality rate TMO 97 (Thai Mortality Ordinary Table 1997) 28

24 and 2011 (Reviewed) And (Audited) 23. SEGMENT INFORMATION The Company and its subsidiaries business operations involve 4 principal segments: sale and hire purchase of electronic equipment, mobile phone, motorcycles and car segment, the real estate development segment, hotel operation segment and golf course. These operations are mainly carried on in Thailand. Below is the consolidated financial information for the three-month periods ended and 2011 of the Company and its subsidiaries by segment. In Million Baht For the three-month periods ended 31, Hire purchase business Real estate development Hotel operation Golf course Elimination of intersegment revenues Consolidation Revenues from external customers Intersegment revenues Unallocated income and expenses: Other income Selling expenses (47) (49) Administrative expenses (147) (153) Management benefits expense (9) (9) Bad debts and doubtful debts (20) 2 Unrealized loss from current investment (1) - Finance cost (38) (28) Income tax (21) (19) Profit for the period Other comprehensive income - - Total comprehensive income for the period Property, plant and equipment - net 1,426 1,128 Other assets 5,738 5,901 Total assets 7,164 7,029 29

25 and 2011 (Reviewed) And (Audited) 24. EXPENSES BY NATURE The significant expenses classified by nature for the three-month periods ended and 2011 are as follows: Changes in inventories 3,416 10,656 (441) (1,436) Cost of sale 70,173 65,868 70,173 65,867 Cost of Property sale 75,587 26, Cost of construction materials (617) Cost of sales and services from hotel operation 4,290 4,440 2,481 - Cost of sales and services from golf course 5,356 6, Employee benefits expenses 78,728 72,373 56,147 49,005 Commission expense 40,335 40,013 26,688 26,464 Fuel Charge 23,976 21,330 20,862 20,577 Depreciation and amortization 16,314 17,999 6,151 9,179 Loss on change in value of current investments Management benefit expenses 8,719 8,900 3,105 3,666 Repair and maintenance vehicles 8,572 5,749 6,061 5,089 Insurance premium 3,725 3, Bad debts and allowance for doubtful accounts (reversal) 19,517 (1,899) 5,587 2,860 Other expenses 34,019 32,703 12,440 19,739 Total 393, , , , EARNINGS PER SHARE The Calculation of basic earnings per share for the three-month periods ended and 2011, were based on the profit for the period attributable to equity holders of the Company and the number of common share outstanding during the period as follows: / Thousand shares Profit attributable to equity holders of the parent company 39,110 53,637 17,949 14,538 Weighted average number of common shares outstanding 1,034,758 1,034,758 1,034,758 1,034,758 Earnings per share (Baht) AGREEMENTS 26.1 A subsidiary entered into a Hotel Development Service Agreement the Parties agreed to provide a technical service for design, construction control and advise. The agreement is for the period expiring in the date of opening. The subsidiary is committed to pay a monthly compensation at USD 8,750 for 1st - 18th period and USD 4,375 onwards until the opening date. 30

26 and 2011 (Reviewed) And (Audited) 26.2 A subsidiary entered into a Hotel Development Service. The agreement is for the period of 10 years, automatic renewable for twice at 5 years each. The subsidiary was committed 1) to pay a technical fee and service fee before opening at Baht 2.34 million 2) management fee at rate of 1.4% of total revenues of the Company 3) Incentive fee at 4-7% of gross profit as described in the agreement and 4) marketing fee at rate of 1% of room service fee during 24 months A subsidiary entered into a Condominium management agreement. The agreement is for the period of 10 years and renewable for 5 years. The subsidiary was committed 1) to pay a technical fee at Baht 1.2 million 2) management fee at rate of 2% of total revenues of the Company 3) Incentive fee at 5%-9% of gross profit as described in the agreement 4) reservation fee at 1.25% of total revenue of the Company 5) flavours fee pay at start up EUR 750 and a transaction fee of 3.5% of the reservation value with a minimum EUR 800 per year. 27. LAWSUITS AND DISPUTES In 2007, 1) the Company was filed a lawsuit by a director of a company (the plaintiff) in relation to public dissemination of news in the public domain containing false information in relation to the subsidiary s provision of a loan to that director, causing damage to that director s reputation, and claiming damages of approximately Baht 3,501 million. The Company has countersued the plaintiff on January 25, 2008, in relation to the plaintiff s public dissemination of news that resulted in damage to the Company and its director. Total damages claimed under the suit are approximately Baht 1,000 million for the Company and Baht 592 million for a director. The court cases have not yet finished and the court has suspended the proceedings of the case until other related criminal court case as described in 2) will be concluded. 2) The Company was sued by such director mentioned in 1) in a criminal court case of counterfeiting the document for providing a loan to such director. However, the Company as a joint partner and shareholder of such company. 3) The Company filed a lawsuit to such director in relation to the director made for damages to the Company and ask for the claim of approximately Baht 274 million and also ask the court to temporary protect before judging in order that the court ordered to limit the right of the defendant during the case is proceed by ordering that all activities of such company has to have join signed by a director of the Company. Furthermore, 4) the Company also filed a case to such director in relation to the false in the joint venture agreement to transfer shares with amount of Baht 290 million. Subsequently, the Company withdrawn such case and the court had ordered as it but the defendant asked for appeal. The case is in the consideration of the court. In the fourth quarter of 2009, the Company had known that on October 9, 2009, the court-province Samui Judged that Samui Peninsula Co., Ltd. to repay its outstanding debt to the bank which included overdrafts of Baht 20.4 million and loan of Baht 725 million and interest. If the payment is not made, the bank can seize its land and constructions as described to be auction out and bring the money to settle such debt. In the first quarter of 2010, the Company was informed that Samui Peninsula received the notification of seized assets from the Legal Execution Department, Koh Samui, Suratthani, dated February 24, 2010, the estimated value is Baht million. According, in September 2010, both parties declared at court for the above criminal case in 2) that both agreed to negotiate to stop the disputes then the court ordered to re-examine the witnesses. For the civil case in 3) the court ordered an appointment to hear the result on November 29, 2010, and subsequently postpone to April 8, On 30, 2010, the Company and a director filed a request for objection an auction of assets of Phuket Penninsula Co.,Ltd. made by the officer of Legal Execution Department, Phuket execute instead and claim that the execution made is not correct and illegal and ask the court order to cancel such auction. The court accepted for the request. 31

27 and 2011 (Reviewed) And (Audited) On February 7, 2011, the Company and a director filed a request for objection an auction of assets of Samui Penninsula Co.,Ltd. made by the officer of Legal Execution Department, Surathani, Koh Samui Branch and claim that the execution made is not correct and illegal and ask the court order to cancel such auction. The court accepted for the request. The case is under the consideration of the court. Subsequently on 28, 2011, the officer of Legal Execution Department ordered to cancel the auction of such assets and bring such assets to re-auction because the buyer did not pay auction price in the condition and time as indicated. As at, the above dispute has not yet finished, however, the Company s management believe that the Company will not have any significant loss from the cases as described above. 28. COMMITMENTS AND CONTINGENT LIABILITIES As at, the Company and its subsidiaries had 28.1 Several lease agreements of land, office building space, related services and other services. Future minimum rentals and service charges payable under these leases and service agreements: In Million Baht Payable within: 1 year to 5 years 7.8 Thereafter Commitment related to long-term construction agreements remaining amount of Baht 103 million Outstanding bank guarantees of approximately Baht million issued by banks on behalf of the Company and its subsidiaries (The Company s only: Baht 12.3 million) in respect of certain commitments as required in the normal course of business. These included letters of guarantee amounting to Baht 6.0 million to guarantee payments due to creditors and Baht 94.9 million to guarantee for electricity usage and others. 32