REPORT OF THE AUDITORS TO THE BOARD OF DIRECTORS DUSIT THANI PUBLIC COMPANY LIMITED We have made a review of the consolidated balance sheet of Dusit Thani Public Company Limited and its subsidiaries and the equity method balance sheet of Dusit Thani Public Company Limited as at March 31, 1998 and 1997, and the related consolidated and equity method statements of income for each quarter then ended respectively and the related consolidated and equity method statements of cash flows for the quarter ended March 31, 1998, in accordance with standards established by The Institute of Certified Accountants and Auditors of Thailand. In the interim consolidated financial statements, the financial statements of some subsidiaries have not been reviewed. Total assets and total revenues of these companies constituted 20.51% and 21.32%, respectively, of the related consolidated totals for the quarter ended March 31, 1998 and 16.73% and 19.53%, respectively, for the quarter ended March 31, 1997. In addition the financial statements of some subsidiary and associated companies have not been reviewed. Equity in undistributed net loss of these companies constituted 17.79% of consolidated net income for the quarter ended March 31, 1998 and (58.13)% of consolidated net loss for the quarter ended March 31, 1997 . In the interim equity method financial statements, the financial statements of some subsidiary and associated companies have not been reviewed. Equity in undistributed net loss of these companies constituted (6.78)% of net income for the quarter ended March 31, 1998 and (16.34)% of the net loss for the quarter ended March 31, 1997. - 2 - A review of interim consolidated and equity method financial statements consists principally of obtaining an understanding of the system for the preparation of interim financial statements, applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, with the exception of the matters described in the second paragraph, we are not aware of any material modifications that should be made to the consolidated interim and equity method financial statements referred to in the first paragraph in order for them to be in conformity with generally accepted accounting principles. Toemsakdi Krishnamra BANGKOK Certified Public Accountant May 12, 1998 DELOITTE TOUCHE TOHMATSU JAIYOS DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEET AS AT MARCH 31, +UNAUDITED" CONSOLIDATED EQUITY METHOD 1998 1997 1998 1997 ASSETS CURRENT ASSETS Cash in hand and at banks 1,372,124,638 99,040,762 1,201,053,643 40,487,636 Short-term investments 101,602,096 111,898,417 42,690,781 32,785,314 Trade accounts and notes receivable 180,678,978 225,779,452 76,156,321 109,147,818 Less Allowance for doubtful accounts (28,986,874) (18,369,662) (12,490,879) (12,310,310) Net trade accounts and notes receivable 151,692,104 207,409,790 63,665,442 96,837,508 Inventories 204,338,838 195,104,252 26,327,708 26,225,970 Other current assets Other receivables 57,652,621 60,918,426 33,600,544 39,898,251 Others 89,434,005 90,131,320 39,063,563 42,745,772 147,086,626 151,049,746 72,664,107 82,644,023 Total Current Assets 1,976,844,302 764,502,967 1,406,401,681 278,980,451 INVESTMENTS AND LOANS Related parties 325,455,685 1,283,074,859 1,309,501,804 2,709,333,670 Others 81,817,062 81,817,062 51,582,501 51,582,501 407,272,747 1,364,891,921 1,361,084,305 2,760,916,171 PROPERTY, PREMISES AND EQUIPMENT 2,847,102,390 2,934,344,575 534,219,258 606,491,551 OTHER ASSETS 128,052,809 231,991,679 - - TOTAL ASSETS BAHT 5,359,272,248 5,295,731,142 3,301,705,244 3,646,388,173 See notes to the interim consolidated and equity method financial statements The interim consolidated and equity method financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEET AS AT DECEMBER 31, +UNAUDITED" CONSOLIDATED EQUITY METHOD 1998 1997 1998 1997 LIABILITIES AND SHAREHOLDERS+ EQUITY CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 421,682,936 585,993,881 10,592,055 133,755,184 Trade accounts and notes payable 191,267,228 180,991,343 39,342,792 49,066,018 Current portion of long-term liabilities 1,029,017,500 455,350,000 410,347,350 455,350,000 Long-term liabilities converted to current liabilities according to contracts (Note 5) 146,552,625 - - - Short-term loans and advance from related parties - - 21,489,555 4,994,155 Account payable per forward exchange contracts -net 168,581,066 - 118,327,650 - Other current liabilities Accounts payable-construction 21,452,532 45,471,542 - - Accrued expenses 101,526,787 119,564,219 32,179,641 79,019,402 Others 113,505,077 92,476,595 85,521,733 67,063,740 236,484,396 257,512,356 117,701,374 146,083,142 Total Current Liabilities 2,193,585,751 1,479,847,580 717,800,776 789,248,499 LONG-TERM LIABILITIES 883,923,457 1,235,950,000 336,094,020 663,510,000 TOTAL LIABILITIES 3,077,509,208 2,715,797,580 1,053,894,796 1,452,758,499 MINORITY INTERESTS IN SUBSIDIARY COMPANIES 224,716,539 386,303,888 - - SHAREHOLDERS+ EQUITY SHARE CAPITAL Authorized share capital 85,000,000 ordinary shares of Baht 10.00 each 850,000,000 850,000,000 60,000,000 ordinary shares of Baht 10.00 each 600,000,000 600,000,00085,000,000 ordinary shares of Baht 10.00 each, fully paid 600,000,000 600,000,000 PAID-IN CAPITAL Premium on share capital 1,643,000,000 1,143,000,000 1,643,000,000 1,143,000,000 RETAINED EARNINGS (DEFICIT) Appropriated Legal reserve 56,000,000 48,000,000 56,000,000 48,000,000 Other reserves 310,000,000 310,000,000 310,000,000 310,000,000 Unappropriated (deficit) (832,275,488) 92,331,682 (641,511,541) 92,331,682 Exchange differences on the translation of the financial statements of subsidiary companies 30,321,989 297,992 - - Exchange differences on the translation of investments in subsidiary companies - - 30,321,989 297,992 TOTAL SHAREHOLDERS+ EQUITY 2,057,046,501 2,193,629,674 2,247,810,448 2,193,629,674 TOTAL LIABILITIES ANDSHAREHOLDERS+ EQUITY BAHT 5,359,727,248 5,295,731,142 3,301,705,277 3,646,388,173 See notes to the interim consolidated and equity method financial stateme The interim consolidated and equity method financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMEMT OF INCOME FOR THE QUARTHR ENDED MARCH 31, +UNAUDITED" CONSOLIDATED EQUITY METHOD 1998 1997 1998 1997 REVENUES Revenue from sales and services 687,492,357 550,464,840 282,300,727 266,840,998 Other income Management service income 27,704,820 24,459,728 31,569,768 15,005,967 Interest income 8,195,190 15,888,796 6,619,246 12,602,114 Profit on sale of investment (Note 6) 375,770,889 - 375,770,889 - Profit on exchange 104,496,666 - 74,076,653 - Others 20,558,758 13,867,419 12,366,655 18,881,728 Total Revenues 1,224,218,680 604,680,783 782,703,938 313,330,807 EXPENSES Cost of sales and services 415,210,758 368,281,887 154,235,458 163,941,900 Selling and administrative expenses 173,898,692 149,999,567 69,930,547 79,511,768 Interest expenses 60,413,969 50,627,710 21,959,320 31,018,689 Directors+ remuneration 375,000 267,000 190,000 90,000 Total Expenses 649,898,419 569,176,164 246,315,325 274,562,357 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 574,320,261 35,504,619 536,388,613 38,768,450 EQUITY IN UNDISTRIBUTED NET LOSS OF SUBSIDIARY AND ASSOCIATED COMPANIES (84,605,718) (33,590,990) (46,213,728) (35,879,325) MINORITY INTEREST IN NET (INCOME) LOSS OF SUBSIDIARY COMPANIES (638,583) 7,611,773 - - NET INCOME BEFORE INCOME TAX 489,075,960 9,525,402 490,174,885 2,889,125 INCOME TAX (16,457,502) (15,544,263) - (8,907,986) NET INCOME (LOSS) BAHT 472,618,458 (6,018,861) 490,174,885 (6,018,861) RETAINED EARNINGS (DEFICIT) BROUGHT FORWARD As previously reported (1,131,686,426) 98,350,543 (1,131,686,426) 98,350,543 Less Adjustments for effect on prior year of applying retroactively the new method of accounting for recognition of subsidiaries+ loss (Note 3) (173,207,520) - - - ADJUSTED RETAINED EARNINGS (DEFICIT) (1,304,893,946) 98,350,543 (1,131,686,426) 98,350,543 Net income (loss) 472,618,458 (6,018,861) 490,174,885 (6,018,861) RETAINED EARNINGS (DEFICIT) CARRIED FORWARD (832,275,488) 92,331,682 (641,511,541) 92,331,682 NET INCOME (LOSS) PER SHARE BAHT 5.56 (0.10) 5.77 (0.10) (More)