REVIEW REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS DUSIT THANI PUBLIC COMPANY LIMITED We have reviewed the consolidated balance sheet of Dusit Thani Public Company Limited and its subsidiaries and the balance sheet of Dusit Thani Public Company Limited as at September 30, 1999 and the related consolidated and the Companys statements of income and retained earnings and cash flows for the quarter and nine-month period then ended, in accordance with standards established by The Institute of Certified Accountants and Auditors of Thailand. The consolidated and the Companys interim financial statements for the quarter and nine-month period ended September 30, 1998 were reviewed by another auditor of the same firm whose report thereon dated November 6, 1998 stated that he was not aware of any other material modifications that should be made to such interim financial statements in order for them to be in conformity with generally accepted accounting principles, except that the interim financial statements of certain subsidiary and associated companies have not been reviewed. In addition, the consolidated and the Companys financial statements for the year ended December 31, 1998 were audited by such auditor of the same firm whose report thereon dated February 25, 1999 expressed a qualified opinion regarding the financial statements of certain subsidiary and associated companies in the financial statements which have not been audited. A review of interim 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. - 2 - In the consolidated interim financial statements for the quarter and nine-month period ended September 30, 1999, the financial statements of a subsidiary has not been reviewed. Total assets and total revenues for the quarter and nine-month period then ended of this company constituted 0.06%, 0.01% and 0.35% of the related consolidated totals, respectively. In the Companys interim financial statements for the quarter and nine- month period ended September 30, 1999, the financial statements of certain subsidiary and associated companies have not been reviewed. Equity in undistributed net income of these companies constituted 11.50% and 8.11% of net loss for the quarter and net income for the nine-month period ended September 30, 1999, respectively. Based on our review, with the exception of the matters described in the third paragraph, we are not aware of any material modifications that should be made to the consolidated and the Companys interim financial statements described in the first paragraph in order for them to be in conformity with generally accepted accounting principles. We draw attention to Note 1 to the interim financial statements. The countrys unstable economy has, to a certain level, affected and may continue to affect, the operations of the Company. Chongchitt Leekbhai Certified Public Accountant (Thailand) BANGKOK Registration No. 2649 November 3, 1999 DELOITTE TOUCHE TOHMATSU JAIYOS The above review report of independent certified public accountants and accompanying financial statements are English translations of such report and financial statements prepared for and used in Thailand. The accompanying financial statements were prepared using accounting principles, procedures and reporting practices generally accepted in Thailand and are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than those in Thailand. The standards, procedures and practices utilized to review such financial statements are those generally accepted and applied in Thailand. DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 ASSETS CURRENT ASSETS Cash in hand and at banks 273,087 283,910 113,584 85,223 Short-term investments 305,550 435,843 277,691 412,769 Trade accounts and notes receivable 132,180 142,894 70,231 68,066 Less Allowance for doubtful accounts (25,471) (28,410) (16,268) (12,741) Net trade accounts and notes receivable 106,709 114,484 53,963 55,325 Inventories 185,668 200,750 31,604 25,237 Other current assets Other receivables 27,300 28,468 34,489 24,664 Accrued interest receivable 1,592 7,175 1,325 7,880 Prepaid expenses 18,703 27,714 10,325 6,449 Prepaid income tax 17,825 13,527 14,830 10,396 Other 22,493 35,687 17,067 18,106 87,913 112,571 78,036 67,495 Total Current Assets 958,927 1,147,558 554,878 646,049 INVESTMENTS AND LOANS (Note 6) Related parties 217,741 218,848 1,124,776 1,277,542 Real estate 81,817 81,817 51,583 51,583 Other 64,268 65,785 8,362 26,314 363,826 366,450 1,184,721 1,355,439 PROPERTY, PREMISES AND EQUIPMENT 2,502,474 2,631,674 647,660 508,132 OTHER ASSETS 12,861 108,088 369,000 - TOTAL ASSETS 3,838,088 4,253,770 2,756,259 2,509,620 See notes to the interim financial statements The interim financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 373,373 393,461 12,616 14,878 Liabilities resulting from the recognition of subsidiaries loss in excess of investments - - 147,869 - Trade accounts and notes payable 156,750 165,698 40,723 33,553 Current portion of long-term liabilities 37,000 491,474 - - Long-term liabilities converted to current liabilities according to contracts (Note 7) 240,000 - - - Short-term loans and advance from related parties - - 125,736 115,024 Net payable per forward exchange contracts 13,419 15,112 - - Other current liabilities Accounts payable-construction 11,470 12,025 - - Accrued expenses 134,202 92,648 24,188 27,273 Deposit received in advance 24,506 15,343 15,072 9,690 Other 93,294 103,291 80,124 86,279 263,472 223,307 119,384 123,242 Total Current Liabilities 1,084,014 1,289,052 446,328 286,697 LONG-TERM LIABILITIES 277,169 756,771 - - TOTAL LIABILITIES 1,361,183 2,045,823 446,328 286,697 MINORITY INTERESTS IN SUBSIDIARY COMPANIES 164,264 179,920 - - DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 LIABILITIES AND SHAREHOLDERS EQUITY (CONTINUED) SHAREHOLDERS EQUITY SHARE CAPITAL Authorized share capital 85,000,000 ordinary shares of Baht 10.00 each 850,000 850,000 850,000 850,000 Issued and paid-up capital 85,000,000 ordinary shares of Baht 10.00 each, fully paid 850,000 850,000 850,000 850,000 PAID-IN CAPITAL Premium on share capital 1,643,000 1,643,000 1,643,000 1,643,000 RETAINED EARNINGS (DEFICIT) Appropriated Legal reserve 73,500 56,000 73,500 56,000 Other reserves 310,000 310,000 310,000 310,000 Unappropriated (deficit) (581,087) (799,059) (581,087) (604,163) Unrealized gain on securities available for sale 5,758 - 3,048 - Exchange differences on the translation of the financial statements of subsidiaries 11,470 (31,914) 11,470 (31,914) TOTAL SHAREHOLDERS EQUITY 2,312,641 2,028,027 2,309,931 2,222,923 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 3,838,088 4,253,770 2,756,259 2,509,620 See notes to the interim financial statements The interim financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE QUARTER ENDED SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 REVENUES Revenue from sales and services - Hotel 500,927 500,351 242,976 211,677 - Condominium 4,000 6,000 - - Other income Management service income 14,130 14,331 14,434 14,238 Interest income 4,493 37,549 3,852 26,222 Gain on exchange - - - 9,566 Other 30,952 24,854 19,589 15,033 Total Revenues 554,502 583,085 280,851 276,736 EXPENSES Cost of sales and services - Hotel 283,307 288,617 136,943 120,938 - Condominium 3,525 5,172 - - Selling and administrative expenses 99,180 175,842 64,062 71,787 Depreciation and amortization 133,788 96,891 40,553 31,171 Interest expenses 17,985 43,370 3,016 7,055 Directors remuneration 415 221 155 100 Loss on exchange 28,900 5,891 12,672 - Total Expenses 567,100 616,004 257,401 231,051 INCOME (LOSS) BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST (12,598) (32,919) 23,450 45,685 EQUITY IN UNDISTRIBUTED NET LOSS OF SUBSIDIARY AND ASSOCIATED COMPANIES - (809) (37,269) (61,806) MINORITY INTEREST IN NET LOSS OF SUBSIDIARY COMPANIES 8,806 13,944 - - LOSS BEFORE INCOME TAX (3,792) (19,784) (13,819) (16,121) INCOME TAX (10,027) (6,777) - - NET LOSS (13,819) (26,561) (13,819) (16,121) DEFICIT BROUGHT FORWARD As previously reported (568,186) (772,498) (296,940) (588,042) (Add) Less Adjustments for effect on prior year of applying retroactively the new method of accounting for recognition of subsidiariesloss and correction of errors 18,418 - (252,828) - ADJUSTED DEFICIT (549,768) (772,498) (549,768) (588,042) LESS APPROPRIATION FOR THE PRIOR YEAR Legal reserve (17,500) - (17,500) - NET LOSS (13,819) (26,561) (13,819) (16,121) DEFICIT CARRIED FORWARD (581,087) (799,059) (581,087) (604,163) LOSS FOR THE QUARTER PER SHARE BAHT (0.16) (0.31) (0.16) (0.19) See notes to the interim financial statements The interim financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 REVENUES Revenue from sales and services - Hotel 1,588,292 1,718,188 820,548 713,401 - Condominium 4,000 6,000 - - Other income Management service income 56,500 58,194 59,431 64,620 Interest income 16,106 77,426 13,523 62,476 Gain on sale of investments (Note 8) 30 468,177 15 375,771 Gain on exchange - 36,970 - 72,995 Other 83,529 77,198 56,529 44,572 Total Revenues 1,748,457 2,442,153 950,046 1,333,835 EXPENSES Cost of sales and services - Hotel 856,615 923,770 420,902 365,653 - Condominium 3,525 5,172 - - Selling and administrative expenses 351,866 508,045 194,478 206,948 Depreciation and amortization 313,633 271,140 122,309 93,172 Interest expenses 63,470 148,373 12,489 38,463 Directors remuneration 1,170 835 305 340 Loss on exchange 20,166 - 13,056 - Total Expenses 1,610,445 1,857,335 763,539 704,576 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 138,012 584,818 186,507 629,259 EQUITY IN UNDISTRIBUTED NET LOSS OF SUBSIDIARY AND ASSOCIATED COMPANIES - (93,185) (52,396) (101,736) MINORITY INTEREST IN NET LOSS OF SUBSIDIARIES 14,971 30,925 - - INCOME BEFORE INCOME TAX 152,983 522,558 134,111 527,523 INCOME TAX (18,872) (26,873) - - NET INCOME 134,111 495,685 134,111 527,523 DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME AND RETAINED EARNINGS (CONTINUED) FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 DEFICIT BROUGHT FORWARD As previously reported (730,400) (1,131,686) (458,659) (1,131,686) (Add) Less Adjustments for effect on prior year of applying retroactively the new method of accounting for recognition of subsidiaries loss and correction of errors 32,702 (163,058) (239,039) - ADJUSTED DEFICIT (697,698) (1,294,744) (697,698) (1,131,686) LESS APPROPRIATION FOR THE PRIOR YEAR Legal reserve (17,500) - (17,500) - NET INCOME 134,111 495,685 134,111 527,523 DEFICIT CARRIED FORWARD (581,087) (799,059) (581,087) (604,163) EARNINGS FOR THE NINE-MONTH PERIOD PER SHARE BAHT 1.58 5.83 1.58 6.21 See notes to the interim financial statements The interim financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE QUARTER ENDED SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net loss (13,819) (26,561) (13,819) (16,121) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 133,788 96,891 40,553 31,171 Allowance for doubtful accounts 241 15,685 22 3,434 Unrealized loss (gain) on exchange 13,577 5,891 12,672 (9,566) Minority interest in net loss of subsidiaries (8,806) (13,944) - - Equity in undistributed net loss of subsidiary and associated companies - 809 37,269 61,806 (Increase) Decrease in operating assets Net trade accounts and notes receivable (8,868) 8,703 (1,457) (536) Inventories 5,182 10,390 1,177 1,023 Other receivables 14,391 10,816 11,139 9,505 Other current assets 4,782 36,659 11,092 20,970 Other assets (1,752) 19,299 - - Increase (Decrease) in operating liabilities Trade accounts and notes payable 6,163 (49,455) 5,086 (7,036) Accrued expenses 10,173 14,303 (3,639) (5,302) Accounts payable-construction (75) (3,055) - - Other current liabilities 2,645 (3,460) 6,421 (801) Net cash provided (used) by operating activities 157,622 122,971 106,516 88,547 CASH FLOWS FROM INVESTING ACTIVITIES Cash received from loan to subsidiary company - 1,150 10,143 - Cash payment for investments in subsidiary and other companies (10,725) (10,728) - (10,728) Cash payment for loan to subsidiary - - (10,000) (100,600) Net (increase) decrease in property, premises and equipment (42,971) 35,610 (34,707) (22,503) Net cash provided (used) by investing activities (53,696) 26,032 (34,564) (133,831) DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE QUARTER ENDED SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in bank overdrafts and loans from financial institutions 1,222 (69,517) 4,037 9,224 Decrease in loans from subsidiaries - - (331) (554) Decrease in long-term liabilities (163,867) (290,246) (59,192) (269,160) Net cash provided (used) by financing activities (162,645) (359,763) (55,486) (260,490) Exchange differences on the translation of the financial statements of subsidiaries 15,437 (72,258) - - Net increase (decrease) in cash and cash equivalents (43,282) (283,018) 16,466 (305,774) Cash and cash equivalents as at July 1, 618,369 999,638 372,118 801,497 Cash and cash equivalents as at September 30, 575,087 716,620 388,584 495,723 See notes to the interim financial statements The interim financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net Income 134,111 495,685 134,111 527,523 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 313,633 271,140 122,309 93,172 Allowance for doubtful accounts 1,306 18,733 91 2,377 Allowance for diminution in value of securities 6,500 - 4,000 - Unrealized loss (gain) on exchange 15,953 (36,969) 13,048 (72,994) Loss on the liquidation of subsidiary 903 - 903 - Gain on sale of investments (30) (468,177) (15) (375,771) Minority interest in net loss of subsidiaries (14,971) (30,925) - - Equity in undistributed net loss of subsidiary and associated companies - 93,185 52,396 101,736 (Increase) Decrease in operating assets Net trade accounts and notes receivable 46,164 80,925 50,065 24,572 Inventories 10,073 15,153 3,963 649 Other receivables 15,291 23,380 6,845 8,237 Other current assets 6,420 31,667 12,524 20,163 Other assets (11,170) 14,931 - - Increase (Decrease) in operating liabilities Trade accounts and notes payable (30,133) (99,836) (12,361) (18,640) Accrued expenses 41,009 (20,473) (20,014) (20,138) Accounts payable-construction (79) (13,464) - - (more)