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, 2000, and the related consolidated and the Company's statements of income for the quarters and nine-month periods ended September 30, 2000 and 1999, and the consolidated and the Company's statements of changes in shareholders' equity, retained earnings and cash flows for the nine-month periods ended September 30, 2000 and 1999. These financial statements are the responsibility of the Company's 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 Company's 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 Company's 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 two subsidiaries which were 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 uncertainty regarding the company's 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 company's ability to continue as a going concern. The consolidated and the Company's 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 2.2 to the financial statements, for the quarter and nine-month period ended September 30, 2000, the financial statements of Korat Thani Corporation Limited, a subsidiary, were reviewed by another auditor of the same firm whose review report thereon dated November 1, 2000 stated that she cannot provide any assurance on the financial statements due to the material uncertainty on the company's ability to continue as a going concern. This resulted from the legal proceedings against this company for repayment of debts by the lender in December 1999. As at September 30, 2000, the Company had an indirect equity interest of 54.16% in Korat Thani Corporation Limited and this company had total assets of Baht 205.76 million and total revenues for the quarter and nine-month period ended September 30, 2000 of Baht 14.68 million and Baht 45.70 million, respectively, or 5.28%, 2.66% and 2.48% of the related consolidated totals. In addition, the financial statements of Supsinthanee Company Limited, another subsidiary, were reviewed by such auditor of the same firm whose review report thereon dated November 1, 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 September 30, 2000, the Company had an indirect equity interest of 79.64% in Supsinthanee Company Limited and this subsidiary had total assets of Baht 260.62 million and total revenues for the quarter and nine-month period ended September 30, 2000 of Baht 5.05 million and Baht 55.33 million, respectively, (included gain on debts restructuring amount of Baht 37.95 million), or 6.68%, 0.91% and 3.01% of the related consolidated totals. Management's 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 nine-month period ended September 30, 2000, the Company and its subsidiaries have adopted the new accounting standards in respect of the presentation of interim financial statements. Chongchitt Leekbhai Certified Public Accountant (Thailand) BANGKOK Registration No. 2649 November 6, 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 SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31, 2000 1999 2000 1999 ASSETS CURRENT ASSETS Cash in hand and at banks 157,503 196,218 57,160 73,586 Short-term investments (Note 5) 245,727 458,067 192,342 420,192 Trade accounts and notes receivable (Note 6) 134,166 162,715 71,903 101,699 Less Allowance for doubtful accounts (17,316) (20,610) (12,797) (12,202) Net trade accounts and notes receivable 116,850 142,105 59,106 89,497 Inventories 144,428 183,044 30,440 38,634 Other current assets Other receivables 25,639 33,317 23,969 48,813 Accrued interest receivable 4,625 4,419 3,821 3,793 Others 49,842 48,795 39,575 43,335 80,106 86,531 67,365 95,941 Total Current Assets 744,614 1,065,965 406,413 717,850 INVESTMENTS AND LOANS (Note 7) Related parties 217,742 218,967 945,664 936,012 Real estate 81,817 81,817 51,582 51,582 Others 508,501 61,490 418,893 7,866 808,060 362,274 1,416,139 995,460 PROPERTY, PREMISES AND EQUIPMENT-NET 2,333,391 2,444,428 647,901 651,849 OTHER ASSETS 13,213 11,228 328,000 358,750 TOTAL ASSETS 3,899,278 3,883,895 2,798,453 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 SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31, 2000 1999 2000 1999 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 135,211 378,123 14,127 14,600 Liabilities resulting from the recognition of subsidiaries' loss in excess of investments - - 47,120 140,323 Trade accounts and notes payable 154,913 187,704 43,035 63,390 Current portion of long-term liabilities (Note 9) 37,000 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 26,622 31,770 29,306 30,688 Accounts payable-construction 31,091 22,300 13,078 44 Accrued expenses 188,270 244,119 17,640 74,834 Others 80,347 103,916 54,765 81,163 326,330 402,105 114,789 186,729 Total Current Liabilities 901,151 1,299,351 219,071 405,042 LONG-TERM LIABILITIES (Note 9) 265,468 112,835 - - TOTAL LIABILITIES 1,166,619 1,412,186 219,071 405,042 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 SEPTEMBER 30, DECEMBER 31, SEPTEMBER 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) (275,856) (559,997) (275,856) (559,997) 2,612,144 2,328,003 2,612,144 2,328,003 Unrealized gain (loss) on securities available for sale (Note 7) (4,405) 9,197 (4,405) 9,197 Exchange differences on the translation of the financial statements of subsidiaries (28,357) (18,333) (28,357) (18,333) Total Company shareholders' equity 2,579,382 2,318,867 2,579,382 2,318,867 Minority interest in subsidiaries 153,277 152,842 - - TOTAL SHAREHOLDERS' EQUITY 2,732,659 2,471,709 2,579,382 2,318,867 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3,899,278 3,883,895 2,798,453 2,723,909 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE QUARTER ENDED SEPTEMBER 30, "UNAUDITED" Baht :'000 CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 REVENUES Revenue from sales and services - Hotel business 504,161 500,927 257,364 242,976 - Condominium business 5,600 4,000 - - Other income Management service income 14,218 14,130 - 14,434 Interest income 7,894 4,493 6,949 3,852 Gain on foreign exchange 36 - 39 - Profit on sales of investments - - 21 - Others 21,095 30,952 11,183 19,589 Total Revenues 553,004 554,502 275,556 280,851 EXPENSES Cost of sales and services - Hotel business 278,538 283,307 138,921 136,943 - Condominium business 5,178 3,525 - - Selling and administrative expenses 99,982 99,180 65,577 64,062 Depreciation and amortization 57,083 133,788 28,806 40,553 Interest expenses 22,428 17,985 22 3,016 Directors' remuneration 229 415 185 155 Loss on foreign exchange - 28,900 - 12,672 Total Expenses 463,438 567,100 233,511 257,401 INCOME (LOSS) BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 89,566 (12,598) 42,045 23,450 EQUITY IN UNDISTRIBUTED NET INCOME (LOSS) OF SUBSIDIARY AND ASSOCIATED COMPANIES - - 34,612 (37,269) MINORITY INTEREST IN NET (INCOME) LOSS OF SUBSIDIARIES (478) 8,806 - - INCOME (LOSS) BEFORE INCOME TAX 89,088 (3,792) 76,657 (13,819) INCOME TAX (18,269) (10,027) (5,838) - NET INCOME (LOSS) 70,819 (13,819) 70,819 (13,819) BASIC EARNINGS (LOSS) PER SHARE BAHT 0.83 (0.16) 0.83 (0.16) 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 NINE-MONTH PERIOD ENDED SEPTEMBER 30, "UNAUDITED" Baht :'000 CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 REVENUES Revenue from sales and services - Hotel business 1,642,459 1,588,292 881,672 820,548 - Condominium business 15,000 4,000 - - Other income Management service income 51,725 56,500 - 59,431 Interest income 19,673 16,106 17,663 13,523 Profit on sales of investment - 30 21 15 Others 73,978 83,529 40,122 56,529 Total Revenues 1,802,835 1,748,457 939,478 950,046 EXPENSES Cost of sales and services - Hotel business 858,613 856,615 430,832 420,902 - Condominium business 14,773 3,525 - - Selling and administrative expenses 313,449 333,207 206,835 193,575 Depreciation and amortization 171,766 313,633 87,667 122,309 Loss on the liquidation of subsidiary - 903 - 903 Interest expenses 96,917 81,226 44 12,489 Directors' remuneration 501 1,170 345 305 Loss on foreign exchange 3,595 20,166 122 13,056 Total Expenses 1,459,614 1,610,445 725,845 763,539 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 343,221 138,012 213,633 186,507 EQUITY IN UNDISTRIBUTED NET INCOME (LOSS) OF SUBSIDIARY AND ASSOCIATED COMPANIES - - 96,097 (52,396) MINORITY INTEREST IN NET (INCOME) LOSS OF SUBSIDIARIES (1,994) 14,971 - - INCOME BEFORE INCOME TAX 341,227 152,983 309,730 134,111 INCOME TAX (95,036) (18,872) (55,813) - INCOME BEFORE EXTRAORDINARY ITEM 246,191 134,111 253,917 134,111 EXTRAORDINARY ITEM Gain on debts restructuring of subsidiary (Note 10) 37,950 - 30,224 - NET INCOME 284,141 134,111 284,141 134,111 BASIC EARNINGS PER SHARE Income before extraordinary itemBAHT 2.89 1.58 2.99 1.58 Extraordinary item BAHT 0.45 - 0.35 - Net income BAHT 3.34 1.58 3.34 1.58 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 NINE-MONTH PERIOD ENDED SEPTEMBER 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 Addition - 17,500 - 17,500 Ending balance 85,000 73,500 85,000 73,500 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 284,141 134,111 284,141 134,111 Deduction - (17,500) - (17,500) Ending balance (275,856) (581,087) (275,856) (581,087) Unrealized gain (loss) on securities available for sale Beginning balance 9,197 - 9,197 - Addition (Deduction) (13,602) 5,758 (13,602) 5,758 Ending balance (4,405) 5,758 (4,405) 5,758 Exchange differences on the translation of the financial statements of subsidiaries Beginning balance (18,333) (19,021) (18,333) (19,021) Addition - 30,491 - 30,491 Deduction (10,024) - (10,024) - Ending balance (28,357) 11,470 (28,357) 11,470 Minority interest in subsidiaries Beginning balance 152,842 176,532 - - Addition (Deduction) 435 (12,268) - - Ending balance 153,277 164,264 - - TOTAL SHAREHOLDERS' EQUITY 2,732,659 2,476,905 2,579,382 2,312,641 See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF RETAINED EARNINGS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 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) Less Appropriation for the prior period Legal reserve - (17,500) - (17,500) Add Net income for the period 284,141 134,111 284,141 134,111 Total unappropriated retained earnings (deficit) (275,856) (581,087) (275,856) (581,087) APPROPRIATED RETAINED EARNINGS Legal reserve 85,000 73,500 85,000 73,500 Other reserves 310,000 310,000 310,000 310,000 Total appropriated retained earnings 395,000 383,500 395,000 383,500 TOTAL RETAINED EARNINGS (DEFICIT) 119,144 (197,587) 119,144 (197,587) See notes to the interim financial statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (more)