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 March 31, 2000, and the related consolidated and the Companys statements of income, changes in shareholders equity, retained earnings and cash flows for the quarters ended March 31, 2000 and 1999. These financial statements are the responsibility of the Companys anagement as to their correctness and completeness of the presentation. Our responsibility is to report on these financial statements based on our reviews. We conducted our reviews in accordance with the Standard on Auditing applicable to review engagements. This Standard requires that we plan and perform the reviews 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 in accordance with generally accepted auditing standards, and accordingly, we do not express an opinion. Based on our reviews, nothing has come to our attention that causes us to believe that the consolidated and the Companys financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated financial statements of Dusit Thani Public Company Limited and subsidiaries and the Companys financial statements of Dusit Thani Public Company Limited for the year ended December 31, 1999, and expressed an unqualified opinion, per our report dated February 22, 2000, with the explanatory paragraph regarding the financial statements of 2 subsidiaries which have been audited by another auditor of the same firm. For the financial statements of one subsidiary, the audit report disclaimed an opinion due to the material uncertainly regarding the companys ability to continue as a going concern. For those of another subsidiary, the audit report expressed an unqualified opinion with the explanatory paragraph regarding the uncertainty of the companys ability to continue as a going concern. The consolidated and the Companys balance sheet as at December 31, 1999, presented herein for comparison, have been derived from such financial statements which we have audited and reported. We have not performed any other audit procedures subsequent to such report date. - 2 - As described in Note 3.2 to the financial statements, in the consolidated and the Company s financial statements for the quarter ended March 31, 2000, the Company has changed its accounting procedure for the recognition of the net loss of subsidiaries which exceeded the Companys investments in those subsidiaries. The Company has recorded all of its share of loss of subsidiary plus the minority shareholders share of loss to the extent that they do not exceed the subsidiaries debt guaranteed by the Company. For the corresponding quarter of the previous year, the Company recorded the net loss of subsidiaries to the extent of the investment and the subsidiaries debt which is guaranteed by the Company according to the percentage of shareholding. The financial statements for the quarter ended March 31, 1999 have been adjusted to reflect the effect of the changes in accounting procedure retroactively. As described in Note 2.2 to the financial statements, for the quarter ended March 31, 2000, the financial statements of Korat Thani Corporation Limited, a subsidiary, which have been reviewed by another auditor of the same firm whose review report thereon dated May 6, 2000 stated that she can not provide any assurance on the financial statements due to the uncertainty on the companys ability to continue as a going concern and in December 1999, the lender began legal proceedings against this company for repayment of debts. As at March 31, 2000, this company had total assets of Baht 213.93 million, liabilities of Baht 535.71 million, capital deficiency of Baht 321.78 million, and net loss of Baht 12.28 million. In addition, the financial statements of Supsinthanee Company Limited, another subsidiary, which have been reviewed by such auditor of the same firm whose review report thereon dated May 4, 2000 stated that nothing has come to her attention that causes her to believe that the financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles, with an explanatory paragraph regarding the uncertainty on the ability of the company to continue as a going concern. As at March 31, 2000, this subsidiary had total assets of Baht 274.94 million, liabilities of Baht 343.42 million, capital deficiency of Baht 68.48 million, and net loss of Baht 36.57 million. Managements plans to resolve these matters are disclosed in Note 2.2 to the financial statements. In our previous review report, dated May 12, 1999, on the consolidated and the Companys financial statements for the quarter ended March 31, 1999, we referred to the financial statements of certain subsidiaries which have not been reviewed. However, one major subsidiarys financial statements have been reviewed during the quarter ended June 30, 1999 without material adjustments. Also discussed in Note 3 to the financial statements, in the quarter ended March 31, 2000, the Company and its subsidiaries have adopted the new accounting standards in respect to the presentation of interim financial statements and related party disclosures. Chongchitt Leekbhai Certified Public Accountant (Thailand) BANGKOK Registration No. 2649 May 10, 2000 DELOITTE TOUCHE TOHMATSU JAIYOS DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS Baht :000 CONSOLIDATED THE COMPANY ONLY UNAUDITED UNAUDITED AS AT AS AT AS AT AS AT MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31, 2000 1999 2000 1999 ASSETS CURRENT ASSETS Cash in hand and at banks 193,748 196,218 71,763 73,586 Short-term investments (Note 5) 589,403 458,067 548,225 420,192 Trade accounts and notes receivable (Note 6) 169,958 162,715 102,422 101,699 Less Allowance for doubtful accounts (20,939) (20,610) (12,846) (12,202) Net trade accounts and notes receivable 149,019 142,105 89,576 89,497 Inventories 172,509 183,044 32,906 38,634 Other current assets Other receivables 38,977 33,317 25,726 48,813 Accrued interest receivable 6,200 4,419 5,429 3,793 Other 50,355 48,795 45,747 43,335 95,532 86,531 76,902 95,941 Total Current Assets 1,200,211 1,065,965 819,372 717,850 INVESTMENTS AND LOANS (Note 7) Related parties 217,742 218,967 917,553 936,012 Real estate 81,817 81,817 51,582 51,582 Other 48,122 61,490 7,310 7,866 347,681 362,274 976,445 995,460 PROPERTY, PREMISES AND EQUIPMENT-NET 2,389,918 2,444,428 639,396 651,849 OTHER ASSETS 12,070 11,228 348,500 358,750 TOTAL ASSETS 3,949,880 3,883,895 2,783,713 2,723,909 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS Baht :000 CONSOLIDATED THE COMPANY ONLY UNAUDITED UNAUDITED AS AT AS AT AS AT AS AT MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31, 2000 1999 2000 1999 LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 132,319 378,123 11,076 14,600 Liabilities resulting from the recognition of subsidiaries loss in excess of investments - - 103,882 140,323 Trade accounts and notes payable 162,116 187,704 42,269 63,390 Current portion of long-term liabilities (Note 9) 205,235 78,000 - - Long-term liabilities converted to current liabilities according to contracts (Note 8) 240,000 240,000 - - Net payable per forward exchange contracts 7,697 13,419 - - Other current liabilities Other payables 40,916 44,009 31,409 30,732 Accounts payable-construction 4,774 10,061 - - Accrued expenses 260,505 244,119 109,281 74,834 Other 80,484 103,916 56,573 81,163 386,679 402,105 197,263 186,729 Total Current Liabilities 1,134,046 1,299,351 354,490 405,042 LONG-TERM LIABILITIES (Note 9) 238,323 112,835 - - TOTAL LIABILITIES 1,372,369 1,412,186 354,490 405,042 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS Baht :000 CONSOLIDATED THE COMPANY ONLY UNAUDITED UNAUDITED AS AT AS AT AS AT AS AT MARCH 31, DECEMBER 31, MARCH 31, DECEMBER 31, 2000 1999 2000 1999 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 85,000 85,000 85,000 85,000 Other reserves 310,000 310,000 310,000 310,000 Unappropriated (deficit) (429,817) (559,997) (429,817) (559,997) 2,458,183 2,328,003 2,458,183 2,328,003 Unrealized gain (loss) on securities available for sale (Note 7) (3,326) 9,197 (3,326) 9,197 Exchange differences on the translation of the financial statements of subsidiaries (25,634) (18,333) (25,634) (18,333) Total company shareholders Equity 2,429,223 2,318,867 2,429,223 2,318,867 Minority interests in subsidiaries 148,288 152,842 - - TOTAL SHAREHOLDERS EQUITY 2,577,511 2,471,709 2,429,223 2,318,867 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 3,949,880 3,883,895 2,783,713 2,723,909 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE QUARTER ENDED MARCH 31, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 REVENUES Revenue from sales and services - Hotel business 634,563 598,404 369,621 341,722 Other income Management service income 22,397 28,248 - 28,514 Interest income 5,276 5,521 4,822 4,621 Other 30,570 27,633 17,601 14,459 Total Revenues 692,806 659,806 392,044 389,316 EXPENSES Cost of sales and services - Hotel business 298,800 292,752 154,684 150,313 Selling and administrative expenses 103,676 129,428 77,864 67,803 Depreciation and amortization 57,297 100,021 28,888 43,007 Interest expenses 51,022 26,917 8 6,749 Directors remuneration 207 330 110 90 Loss on foreign exchange-net 1,617 2,783 - 2,783 Total Expenses 512,619 552,231 261,554 270,745 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 180,187 107,575 130,490 118,571 EQUITY IN UNDISTRIBUTED NET PROFIT (LOSS) OF SUBSIDIARY AND ASSOCIATED COMPANIES - - 38,247 (16,577) MINORITY INTEREST IN NET LOSS OF SUBSIDIARIES 3,411 3,773 - - INCOME BEFORE INCOME TAX 183,598 111,348 168,737 101,994 INCOME TAX (53,418) (9,354) (38,557) - NET INCOME 130,180 101,994 130,180 101,994 BASIC EARNINGS PER SHARE BAHT 1.53 1.20 1.53 1.20 NUMBER OF ORDINARY SHARES SHARES 85,000,000 85,000,000 85,000,000 85,000,000 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY FOR THE QUARTER ENDED MARCH 31, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 SHARE CAPITAL-ORDINARY SHARES Beginning balance 850,000 850,000 850,000 850,000 Ending balance 850,000 850,000 850,000 850,000 PAID-IN CAPITAL Premium on share capital Beginning balance 1,643,000 1,643,000 1,643,000 1,643,000 Ending balance 1,643,000 1,643,000 1,643,000 1,643,000 RETAINED EARNINGS Appropriated Legal reserve Beginning balance 85,000 56,000 85,000 56,000 Ending balance 85,000 56,000 85,000 56,000 Other reserves Beginning balance 310,000 310,000 310,000 310,000 Ending balance 310,000 310,000 310,000 310,000 Unappropriated (deficit) Beginning balance (559,997) (697,698) (559,997) (697,698) Addition 130,180 101,994 130,180 101,994 Ending balance (429,817) (595,704) (429,817) (595,704) Unrealized gain (loss) on securities available for sale Beginning balance 9,197 - 9,197 - Deduction (12,523) - (12,523) - Ending balance (3,326) - (3,326) - Exchange differences on the translation of the financial statements of subsidiaries Beginning balance (18,333) (19,021) (18,333) (19,021) Addition - 12,579 - 12,579 Deduction (7,301) - (7,301) - Ending balance (25,634) (6,442) (25,634) (6,442) Minority interests in subsidiaries Beginning balance 152,842 176,532 - - Deduction (4,554) (2,176) - - Ending balance 148,288 174,356 - - TOTAL SHAREHOLDERS EQUITY 2,577,511 2,431,210 2,429,223 2,256,854 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF RETAINED EARNINGS FOR THE QUARTER ENDED MARCH 31, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 UNAPPROPRIATED RETAINED EARNINGS (DEFICIT) Retained earnings brought forward (deficit) (559,997) (697,698) (559,997) (697,698) Add Net income for the period 130,180 101,994 130,180 101,994 Total unappropriated retained earnings (deficit) (429,817) (595,704) (429,817) (595,704) APPROPRIATED RETAINED EARNINGS Legal reserve 85,000 56,000 85,000 56,000 Other reserves 310,000 310,000 310,000 310,000 Total appropriated retained earnings 395,000 366,000 395,000 366,000 TOTAL RETAINED EARNINGS (DEFICIT) (34,817) (229,704) (34,817) (229,704) See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE QUARTER ENDED MARCH 31, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net income 130,180 101,994 130,180 101,994 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Bad debts and doubtful accounts 328 41 643 46 Depreciation and amortization 57,297 100,021 28,888 43,007 Gain on sale of property, premises and equipment (487) - (490) - Loss on fixed assets written off 1,119 - 1,034 - (Gain) loss on foreign exchange (279) 7,154 - 2,775 Allowance for diminution in value of securities 1,065 - - - Loss on the liquidation of subsidiary - 903 - 903 Minority interest in net loss of subsidiary companies (3,411) (3,773) - - Equity in undistributed net (profit) loss of subsidiary and associated companies - - (38,247) 16,577 (Increase) Decrease in operating assets Trade accounts and notes receivable (7,243) 21,691 (723) 21,391 Inventories 10,535 5,788 5,728 4,141 Other receivables (5,660) (4,655) 23,087 (6,086) Other current assets (3,387) (20,007) (4,671) 4,133 Other assets (903) (5,035) - - Increase (Decrease) in operating liabilities Trade accounts and notes payable (25,588) (24,287) (21,121) (8,179) Accrued expenses 92,904 33,497 34,173 (4,895) Accounts payable-construction (5,287) - - - Other current liabilities (26,525) (21,316) (21,967) (39,297) Net cash provided by (used in) (more)