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 June 30, 2000, and the related consolidated and the Companys statements of income for the quarters and six-month periods ended June 30, 2000 and 1999, and the consolidated and the Companys statements of changes in shareholders equity, retained earnings and cash flows for the six-month periods ended June 30, 2000 and 1999. These financial statements are the responsibility of the Companys management 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 dates. - 2 - As described in Note 3.2 to the financial statements, in the consolidated and the Company s financial statements, the Company has changed its accounting procedure for the recognition of the net loss of subsidiaries which exceeded the Companys investments in those subsidiaries. Since September 30, 1999, 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 quarter and six- month period ended June 30, 1999, 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. Accordingly, the financial statements for such quarter and six-month period presented here for comparison 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 and six-month period ended June 30, 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 July 27, 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 June 30, 2000, the Company had an indirect equity interest of 54.16% of Korat Thani Corporation Limited and this company had total assets of Baht 210.60 million and total revenues for the quarter and six-month period ended June 30, 2000 of Baht 13.72 million and Baht 31.02 million, respectively, or 5.42%, 2.31% and 2.41% of the related consolidated totals. In addition, the financial statements of Supsinthanee Company Limited, another subsidiary, have been reviewed by such auditor of the same firm whose review report thereon dated August 3, 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 June 30, 2000, the Company had an indirect equity interest of 79.65% of Supsinthanee Company Limited and this subsidiary had total assets of Baht 260.47 million and total revenues for the quarter and six-month period ended June 30, 2000 of Baht 42.05 million and Baht 50.29 million, respectively , which included gain on debts restructuring amount of Baht 37.95 million, or 6.71%, 7.07% and 3.91% of the related consolidated totals. Managements plans to resolve these matters have been disclosed in Note 2.2 to the financial statements. Also discussed in Note 3 to the financial statements, in the quarter and six-month period ended June 30, 2000, the Company and its subsidiaries have adopted the new accounting standards in respect of the presentation of interim financial statements and related party disclosures. Chongchitt Leekbhai Certified Public Accountant (Thailand) BANGKOK Registration No. 2649 August 7, 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 JUNE 30, DECEMBER 31, JUNE 30, DECEMBER 31, 2000 1999 2000 1999 ASSETS CURRENT ASSETS Cash in hand and at banks 168,140 196,218 60,873 73,586 Short-term investments (Note 5) 668,508 458,067 595,829 420,192 Trade accounts and notes receivable (Note 6) 122,323 162,715 60,841 101,699 Less Allowance for doubtful accounts (17,527) (20,610) (12,872) (12,202) Net trade accounts and notes receivable 104,796 142,105 47,969 89,497 Inventories 149,618 183,044 30,854 38,634 Other current assets Other receivables 31,394 33,317 24,119 48,813 Accrued interest receivable 5,855 4,419 5,593 3,793 Others 51,368 48,795 44,543 43,335 88,617 86,531 74,255 95,941 Total Current Assets 1,179,679 1,065,965 809,780 717,850 INVESTMENTS AND LOANS (Note 7) Related parties 217,742 218,967 934,624 936,012 Real estate 81,817 81,817 51,582 51,582 Others 57,539 61,490 8,159 7,866 357,098 362,274 994,365 995,460 PROPERTY, PREMISES AND EQUIPMENT-NET 2,333,371 2,444,428 627,147 651,849 OTHER ASSETS 12,145 11,228 338,250 358,750 TOTAL ASSETS 3,882,293 3,883,895 2,769,542 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 JUNE 30, DECEMBER 31, JUNE 30, DECEMBER 31, 2000 1999 2000 1999 LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 134,339 378,123 13,024 14,600 Liabilities resulting from the recognition of subsidiaries loss in excess of investments - - 72,921 140,323 Trade accounts and notes payable 151,853 187,704 37,330 63,390 Current portion of long-term liabilities (Note 9) 78,060 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 42,397 44,009 28,247 30,732 Accounts payable-construction 4,774 10,061 - - Accrued expenses 225,900 244,119 62,556 74,834 Others 72,539 103,916 49,774 81,163 345,610 402,105 140,577 186,729 Total Current Liabilities 957,559 1,299,351 263,852 405,042 LONG-TERM LIABILITIES (Note 9) 266,994 112,835 - - TOTAL LIABILITIES 1,224,553 1,412,186 263,852 405,042 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 JUNE 30, DECEMBER 31, JUNE 30, 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) (346,675) (559,997) (346,675) (559,997) 2,541,325 2,328,003 2,541,325 2,328,003 Unrealized gain (loss) on securities available for sale (Note 7) (2,851) 9,197 (2,851) 9,197 Exchange differences on the translation of the financial statements of subsidiaries (32,784) (18,333) (32,784) (18,333) Total Company shareholders equity 2,505,690 2,318,867 2,505,690 2,318,867 Minority interest in subsidiaries 152,050 152,842 - - TOTAL SHAREHOLDERS EQUITY 2,657,740 2,471,709 2,505,690 2,318,867 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 3,882,293 3,883,895 2,769,542 2,723,909 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE QUARTER ENDED JUNE 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 REVENUES Revenue from sales and services - Hotel business 503,734 488,961 254,687 235,849 - Condominium business 9,400 - - - Other income Management service income 15,109 14,122 - 16,483 Interest income 6,503 6,092 5,891 5,050 Gain on foreign exchange - 11,517 - 2,399 Others 22,312 24,974 11,338 22,496 Total Revenues 557,058 545,666 271,916 282,277 EXPENSES Cost of sales and services - Hotel business 281,293 280,557 137,226 133,646 - Condominium business 9,596 - - - Selling and administrative expenses 109,790 123,258 63,394 62,612 Depreciation and amortization 57,367 79,823 29,972 38,749 Interest expenses 23,465 18,568 15 2,724 Directors remuneration 65 425 50 60 Loss on foreign exchange 2,014 - - - Total Expenses 483,590 502,631 230,657 237,791 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 73,468 43,035 41,259 44,486 EQUITY IN UNDISTRIBUTED NET PROFIT OF SUBSIDIARY AND ASSOCIATED COMPANIES - - 53,462 1,450 MINORITY INTEREST IN NET (INCOME) LOSS OF SUBSIDIARIES (4,926) 2,392 - - INCOME BEFORE INCOME TAX 68,542 45,427 94,721 45,936 INCOME TAX (23,349) 509 (11,578) - INCOME BEFORE EXTRAORDINARY ITEM 45,193 45,936 83,143 45,936 EXTRAORDINARY ITEM Gain on debts restructuring (Note 10) 37,950 - - - NET INCOME 83,143 45,936 83,143 45,936 BASIC EARNINGS PER SHARE Income before extraordinary itemBAHT 0.53 0.54 0.98 0.54 Extraordinary item BAHT 0.45 - - - Net income BAHT 0.98 0.54 0.98 0.54 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 INCOME FOR THE SIX-MONTH PERIOD ENDED JUNE 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 REVENUES Revenue from sales and services - Hotel business 1,138,298 1,087,365 624,308 577,572 - Condominium business 9,400 - - - Other income Management service income 37,507 42,370 - 44,997 Interest income 11,778 11,613 10,713 9,671 Gain on foreign exchange - 8,734 - - Others 52,882 52,607 28,939 36,955 Total Revenues 1,249,865 1,202,689 663,960 669,195 EXPENSES Cost of sales and services - Hotel business 580,070 573,308 291,911 283,959 - Condominium business 9,596 - - - Selling and administrative expenses 213,472 252,687 141,258 130,415 Depreciation and amortization 114,682 179,844 58,861 81,756 Interest expenses 74,488 45,485 22 9,473 Directors remuneration 272 755 160 150 Loss on foreign exchange 3,632 - 161 384 Total Expenses 996,212 1,052,079 492,373 506,137 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 253,653 150,610 171,587 163,058 EQUITY IN UNDISTRIBUTED NET PROFIT (LOSS) OF SUBSIDIARY AND ASSOCIATED COMPANIES - - 91,709 (15,127) MINORITY INTEREST IN NET (INCOME) LOSS OF SUBSIDIARIES (1,515) 6,165 - - INCOME BEFORE INCOME TAX 252,138 156,775 263,296 147,931 INCOME TAX (76,766) (8,844) (49,974) - INCOME BEFORE EXTRAORDINARY ITEM 175,372 147,931 213,322 147,931 EXTRAORDINARY ITEM Gain on debts restructuring (Note 10) 37,950 - - - NET INCOME 213,322 147,931 213,322 147,931 BASIC EARNINGS PER SHARE Income before extraordinary itemBAHT 2.06 1.74 2.51 1.74 Extraordinary item BAHT 0.45 - - - Net income BAHT 2.51 1.74 2.51 1.74 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 SIX-MONTH PERIOD ENDED JUNE 30, 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 213,322 147,931 213,322 147,931 Ending balance (346,675) (549,767) (346,675) (549,767) Unrealized gain (loss) on securities available for sale Beginning balance 9,197 - 9,197 - Addition (Deduction) (12,048) 17,546 (12,048) 17,546 Ending balance (2,851) 17,546 (2,851) 17,546 Exchange differences on the translation of the financial statements of subsidiaries Beginning balance (18,333) (19,021) (18,333) (19,021) Addition - 15,284 - 15,284 Deduction (14,451) - (14,451) - Ending balance (32,784) (3,737) (32,784) (3,737) Minority interest in subsidiaries Beginning balance 152,842 176,532 - - Deduction (792) (3,691) - - Ending balance 152,050 172,841 - - TOTAL SHAREHOLDERS EQUITY 2,657,740 2,495,883 2,505,690 2,323,042 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF RETAINED EARNINGS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 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 213,322 147,931 213,322 147,931 Total unappropriated retained earnings (deficit) (346,675) (549,767) (346,675) (549,767) 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) 48,325 (183,767) 48,325 (183,767) See notes to the interim financial statements (more)