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, 1999 and the related consolidated and the Company's statements of income and retained earnings and cash flows for the quarter and six-month period then ended, in accordance with standards established by The Institute of Certified Accountants and Auditors of Thailand. The consolidated and the Company's interim financial statements for the quarter and six-month period ended June 30, 1998 were reviewed by another auditor of the same firm whose report thereon dated August 12, 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 had not been reviewed. In addition, the consolidated and the Company's 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 had 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 - Based on our review, we are not aware of any material modifications that should be made to the consolidated and the Company's interim financial statements described to 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 country's 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 August 4, 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 JUNE 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 ASSETS CURRENT ASSETS Cash in hand and at banks 278,089 250,458 75,818 73,097 Short-term investments 343,749 752,123 298,906 730,591 Trade accounts and notes receivable 123,311 151,597 68,774 67,530 Less Allowance for doubtful accounts (25,229) (28,871) (16,246) (11,851) Net trade accounts and notes receivable 98,082 122,726 52,528 55,679 Inventories 190,850 211,584 32,782 26,260 Net receivable per forward exchange contracts - 45,655 - - Other current assets Other receivables 41,690 55,431 45,628 36,713 Accrued interest receivable 2,015 24,868 1,722 24,842 Other 63,462 89,259 53,002 39,038 107,167 169,558 100,352 100,593 Total Current Assets 1,017,937 1,552,104 560,386 986,220 INVESTMENTS AND LOANS (Note 6) Related parties 217,742 220,807 1,251,968 1,312,462 Real estate 81,817 81,817 51,583 51,583 Other 65,330 65,785 10,430 26,314 364,889 368,409 1,313,981 1,390,359 PROPERTY, PREMISES AND EQUIPMENT 2,528,328 2,784,018 643,256 516,799 OTHER ASSETS 76,072 131,770 379,250 - TOTAL ASSETS 3,987,226 4,836,301 2,896,873 2,893,378 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 JUNE 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 372,151 533,653 8,579 5,654 Trade accounts and notes payable 150,586 215,153 35,637 40,589 Current portion of long-term liabilities 124,501 807,967 55,501 255,538 Long-term liabilities converted to current liabilities according to contracts (Note 7) 240,000 - - - Short-term loans and advance from related parties - - 113,423 124,679 Net payable per forward exchange contracts 17,104 - 3,685 13,909 Other current liabilities Accounts payable-construction 11,545 15,080 - - Accrued expenses 124,034 76,283 27,834 32,287 Other 115,155 121,922 88,775 96,770 250,734 213,285 116,609 129,057 Total Current Liabilities 1,155,076 1,770,058 333,434 569,426 LONG-TERM LIABILITIES (Note 8) 336,268 750,832 - - TOTAL LIABILITIES 1,491,344 2,520,890 333,434 569,426 MINORITY INTERESTS IN SUBSIDIARY COMPANIES 191,621 197,754 - - DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT JUNE 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 56,000 56,000 56,000 56,000 Other reserves 310,000 310,000 310,000 310,000 Unappropriated (deficit) (568,186) (772,497) (296,940) (566,202) Unrealized gain on securities available for sale 17,184 - 5,116 - Exchange differences on the translation of the financial statements of subsidiary companies (3,737) 31,154 (3,737) 31,154 TOTAL SHAREHOLDERS EQUITY 2,304,261 2,117,657 2,563,439 2,323,952 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 3,987,226 4,836,301 2,896,873 2,893,378 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 JUNE 30, UNAUDITED Baht :000 CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 REVENUES Revenue from sales and services 488,962 530,345 235,849 219,423 Other income Management service income 14,122 16,159 16,483 18,812 Interest income 6,091 31,597 5,050 29,635 Gain on sale of investments (Note 9) 30 92,406 15 - Gain on exchange 11,517 - 2,398 - Other 24,944 29,419 22,482 17,172 Total Revenues 545,666 699,926 282,277 285,042 EXPENSES Cost of sales and services 280,556 302,623 133,646 119,076 Selling and administrative expenses 123,258 172,159 62,612 66,093 Depreciation and amortization 79,823 77,708 38,749 32,543 Interest expenses 18,568 44,590 2,724 9,448 Directors remuneration 425 239 60 50 Loss on exchange - 61,636 - 10,647 Total Expenses 502,630 658,955 237,791 237,857 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 43,036 40,971 44,486 47,185 EQUITY IN UNDISTRIBUTED NET INCOME (LOSS) OF SUBSIDIARY AND ASSOCIATED COMPANIES - (5,324) 559 28,124 MINORITY INTEREST IN NET LOSS OF SUBSIDIARY COMPANIES 2,518 15,051 - - INCOME BEFORE INCOME TAX 45,554 50,698 45,045 75,309 INCOME TAX 509 (3,638) - - NET INCOME 46,063 47,060 45,045 75,309 DEFICIT BROUGHT FORWARD (614,249) (819,557) (341,985) (641,511) NET INCOME 46,063 47,060 45,045 75,309 DEFICIT CARRIED FORWARD (568,186) (772,497) (296,940) (566,202) EARNINGS FOR THE QUARTER PER SHARE BAHT 0.54 0.55 0.53 0.89 See notes to the interim financial statements (More)