01 มีนาคม 2543
NOTE OF FINANCIAL STATEMENT FOR YEAR 1999
transfer the hotel management service business of the Company to Dusit Resort Cha-am
Company Limited on January 1, 2000 and also to sell the equipment relating to this
business. Dusit Resort Cha-am Company Limited changed its name to Dusit Hotels and
Resorts Company Limited on December 23, 1999.
On November 15, 1999, the Directors meeting of the Company passed a resolution to close
Dusit Thani Delaware, Inc. which is a subsidiary included in the consolidated financial
statements. On December 31, 1999, this subsidiary in the liquidation process.
For the year ended December 31, 1999 and 1998, Dusit Thani Delaware, Inc. has net income
of Baht 2,663,121 and Baht 92,262,057, respectively.
The retained earnings of Philippine Hoteliers, Inc. as of December 31,1999 and 1998 are
restricted for dividend declaration to the extent of the accumulated deficit that was
wiped-out in connection with the companys quasi-reorganization and restructuring of
equity position, net of accumulated depreciation on appraisal increase charged to
operations. The net amount is Baht 9,950,373 and Baht 12,358,810 has to be accumulated
before the company can pay dividends as of December 31, 1999 and 1998, respectively.
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20.2 Loans to/from subsidiary, associated and related companies
CONSOLIDATED THE COMPANY ONLY
1999 1998 1999 1998
Baht Baht Baht Baht
Loans from subsidiary
Dusit Thani Delaware, Inc. - - - 107,199,580
- - - 107,199,580
The costs of borrowing are as follows :
December 31, 1999
- Loan to subsidiaries commercial bank deposit rate for the period from
January 1, 1999 to September 30, 1999 and MLR since October 1, 1999.
- Loans from subsidiaries in foreign currencies commercial bank loan
outside Thailand rate.
All inter company borrowings are not secured.
December 31, 1998
- Loan to subsidiaries commercial bank deposit rate
- Loans from subsidiaries in foreign currencies commercial bank loan
outside Thailand rate
All inter - company borrowings are not secured.
.../23
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20.3 Significant business transactions
The Company only
1999
Company Management Other Cost of Selling and Interest Interest Accounts Management Other Leasehold Goodwill on Bank
Trade Other
service income sales administrative income expense receivable accounts current the acquisition overdraft
accounts current
income expenses receivable assets of hotel payable
liabilities
business
from
the
subsidiary
Royal
Princess
Public Co., Ltd. - 25,427,656 - 21,582 15,904 - 88,742 23,975,574 13,620,130 - - 11,458
- -
Dusit Hotels
and
Resorts Co.,
Ltd.
(formerly Dusit
Resort
Cha-am Co., Ltd.) - 60,000 49,000,000 10,800,000 12,329 - - - 5,350 150,000,001 358,750,000 -
- -
Philippine
Hoteliers,
Inc. 28,081,088 1,166,076 - - - - - 7,524,457 11,400 - - -
- -
Dusit
Thani
Delaware, Inc. - - - - - 6,531,819 - - - - - -
- -
Dusit
Thani
International Co,Litd. - 1,801,200 - - 1,058 - - - 642,000 - - -
- -
Acme
Printing
Company Limited - - - 4,779,242 - - - - - - - - 1,481,040
258,338
Crown
Property
Bureau - - - 2,820,000 - - - - - - - -
- -
Baht 28,081,088 28,454,932 49,000,000 18,420,824 29,291 6,531,819 88,742 31,500,031 14,278,880 150,000,001 358,750,000 11,458 1,481,040
258,338
1998
Company Management Other Cost of Selling and Interest Interest Management Other Leaseshold Goodwill on Trade Loan from
Accrued Other
service income sales administrative income expense accounts current the acquisition accounts subsidiary
expenses current
income expenses receivables assets of hotel payable and
liabilities
business from
associated
the subsidiary
companies
Royal
Princess
Public Co., Ltd. - 20,467,594 - 53,850 - 1,199,537 11,919,031 17,093,954 - - 9,444 - -
1,242,300
Dusit Hotels
and
Resorts Co.,
Ltd.
(formerly Dusit
Resort
Cha-am Co., Ltd.) 8,580,478 859,151 12,249,999 2,700,000 3,072,245 327,945 - 16,500 158,000,001 399,750,000 - - -
17,100,000
Philippine Hoteliers,
-
Inc. 23,923,854 506,150 - - - - 4,851,683 14,136 - - - -
- -
Dusit
Thani
Delaware, Inc. - 736 - - - 4,555,640 - - - - - 107,199,580
4,564,307 -
Acme
Printing
Company Limited - - - 3,576,157 - - - - - - 444,620 -
- 128,700
Crown
Property
Bureau - - - 2,892,108 - - - - - - - -
- -
Baht 32,504,332 21,833,631 12,249,999 9,222,115 3,072,245 6,083,122 16,770,714 17,124,590 158,000,001 399,750,000 454,064 107,199,580 4,564,307
18,471,000
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Prices and terms are as follows :
Management fee 2% of total income
Incentive fee 5% of gross profit
Marketing fee 2.5% of room revenues
Technical fee 3% of room revenues
The aforemention fees are similar to the fee charged to other the Companys management
hotels.
Other income is calculated based on actual expenses incurred.
Goodwill on the acquisition of hotel business from the subsidiary is based on the price
agreed upon by the Company and the subsidiary.
21. COMMITMENTS AND CONTINGENCIES
As at December 31, 1999 and 1998, subsidiaries have various contracts for premises
construction totalling Baht 623,337,123, which were completed in 1998. As at December 31,
1999 and 1998, the portion of works which has to be paid by these subsidiaries in
subsequent years amounts to Baht 32,230,145.
As at December 31, 1999 and 1998, the Company and subsidiaries have contingent liabilities
for bank guarantees totalling Baht 19,763,943 and Baht 19,616,543, respectively.
As at December 31, 1999 and 1998, the Company has contingent liabilities for bank
guarantees totalling Baht 14,551,243 and Baht 14,766,243, respectively.
On April 2, 1999, the Company and a subsidiary entered into an agreement to sell
3,000,000 shares of DPMN Industries Company Limited to MBK Industry Company Limited at
Baht 0.01 per share (Baht 15,000 for each company). According to the agreement, the
Company and subsidiary agree at their option to buy the shares back within 3 years at the
net book asset value on the repurchase date.
As at December 31, 1999 and 1998, the Company was a third defendant in a lawsuit claiming
Baht 1,045,860,000 from the 4 defendants. Based on consultation with legal advisors,
management believes that such case will not have material effect on the operations and
financial position of the Company.
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22. INVESTMENT PROMOTION PRIVILEGES
Two subsidiaries, namely, Korat Thani Corporation Limited and Supsinthanee Company Limited
were granted investment promotion privileges for hotel business by virtue of the
provisions of the Investment Promotion Act B.E. 2520 (1977) such as exemption from customs
duty and/or business tax on equipment, etc. The companies also obtained exemption from
company income tax for hotel business for 8 years from the date of receiving income from
operations. Shareholders of these companies will also benefit from exemption of tax on
dividends from hotel business during the period in which the companies receive exemption
from company income tax.
The aforementioned two subsidiaries thus have to comply with certain terms and conditions
required of each promoted business.
23. REVENUES FROM PROMOTED BUSINESS
For the year ended December 31, 1999, revenue from 2 subsidiaries which are promoted
businesses included in the consolidated financial statements consist of the following :
Promoted Non-promote Total
business business Amount
Baht Baht Baht
Revenues from sales and services 78,465,286 181,500 78,646,786
Interest Income 132,289 772 133,061
Other Income 6,793,007 149,612 6,942,619
Total Revenues 85,390,582 331,884 85,722,466
24. PROVIDENT FUND
The Company and four subsidiaries, namely, Dusit Hotels and Resorts Company Limited
(formerly Dusit Resort Cha-am Company Limited), Royal Princess Public Company Limited,
Korat Thani Corporation Limited and Supsinthanee Company Limited, also have set up a
provident fund for its employees which has been registered in accordance with the
Provident Fund Act B.E. 2530 (1987).
During the year 1999, the Company and subsidiaries were granted permission from the
Ministry of Finance to temporarily cease the operation of the provident fund of the
Company and subsidiary companies until December 31, 1999.
Philippine Hoteliers, Inc. has a noncontributory retirement plan covering all of its
regular employees. Current and past service costs charged to operations are actuarially
determined. Past service costs are amortized over 10 years.
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25. BUSINESS SEGMENT INFORMATION
Business segment information of the Company and subsidiaries by industries is as
follows:
Million Baht
Revenues Profit Net Income Assets
(loss) (Loss) Employed
1999
Parent Company
Room 535.43 449.82
Food and beverage 515.71 193.00
Others 116.45 60.37
Total 1,167.59 703.19 254.67 3,845.95
Dusit Hotels and Resorts Company Limited
(formerly Dusit Resort Cha-am
Company Limited)
Room - -
Food and beverage - -
Condominium 7.80 0.66
Others - -
Total 7.80 0.66 (19.51) 381.83
Royal Princess Public
Company Limited and
Subsidiaries
Room 172.60 136.22
Food and beverage 219.76 74.95
Others 33.88 17.19
Total 426.24 228.36 (113.11) 1,332.86
Philippine Hoteliers, Inc.
Room 372.78
Food and beverage 213.82
Others 28.87
Total 615.47 498.88 (2.33) 753.43
Dusit Thani Delaware, Inc.
Total - - 2.66 88.58
Dusit Thani International Co., Ltd.
Total - - (1.67) 4.45
2,217.10 1,431.09 120.71 6,407.10
Add (Less) Inter-company transactions - - 22.30 (2,523.21)
Total 2,217.10 1,431.09 143.01 3,883.89
Add Minority interest in net
loss of subsidiaries 23.69
Consolidated net income 166.70
Consolidated Assets 3,883.89
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Million Baht
Revenues Profit Net Income Assets
(loss) (Loss) Employed
1998
Parent Company
Room 495.32 406.03
Food and beverage 442.97 161.85
Others 109.49 58.90
Total 1,047.78 626.78 348.95 3,899.27
Dusit Hotels and Resorts Company Limited
(formerly Dusit Resort Cha-am
Company Limited)
Room 82.30 70.11
Food and beverage 69.78 27.55
Condominium 10.27 1.38
Others 14.81 6.38
Total 177.16 105.42 354.63 402.74
Royal Princess Public
Company Limited and
Subsidiaries
Room 154.56 120.67
Food and beverage 213.30 71.21
Others 32.64 10.27
Total 400.50 202.15 (176.86) 1,439.40
Philippine Hoteliers, Inc.
Room 453.37
Food and beverage 217.38
Others 30.02
Total 700.77 374.72 54.06 984.17
Dusit Thani Delaware, Inc.
Total - - 92.26 113.36
Dusit Thani International Co., Ltd.
Total - - 0.98 6.60
2,326.21 1,309.07 674.02 6,845.54
Less Inter-company transactions (0.42) (0.42) (87.44) 2,616.36
Total 2,325.79 1,308.65 586.58 4,229.18
Add Minority interest in net
loss of subsidiaries 10.47
Consolidated net income 597.05
Consolidated Assets 4,229.18
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26. DISCLOSURE OF FINANCIAL INSTRUMENTS
According to a letter received from The Stock Exchange of Thailand dated October 21, 1998,
the Company is required to use the International Accounting Standard (IAS) No. 32 -
Presentations and Disclosure of Financial Instruments as a guideline for disclosure of the
Companys financial instruments both on-balance sheet and off-balance sheet.
26.1 Accounting policies
Details of significant accounting policies are disclosed in Note 4.7.
26.2 Credit risk
Credit risk refers to the risk that counterparty will default on its contractual
obligations resulting in a financial loss to the Company and its subsidiaries.
Concentrations of the credit risk with respect to trade receivables are limited due to the
large number of customers comprising the customer base, and dispersion across different
geographic regions in Thailand and the Philippines.
In the case of recognized financial assets, the carrying amount of the assets recorded in
the balance sheet, net of a portion of allowance for doubtful debts, represents the
Company and its subsidiaries maximum exposure to credit risk.
In addition, the Company still has credit risk of off balance sheet transactions as
disclosed in Note 26.4.
26.3 Interest risk
Interest rate risk in the balance sheet arises from the potential for a change in interest
rates to have an adverse effect on the net interest earnings of the Company and its
subsidiaries in the current reporting period and in future years.
Information related to interest rate and maturities of long-term loans are disclosed in
Note 14.
26.4 Fair value of financial instruments
The following methods and assumptions were used by the Company and its subsidiaries in
estimating fair value of financial instruments as disclosed herein:
Cash in hand and at banks, and short-term investments whose maturity is less than 90 days,
and trade accounts and notes receivable; the carrying values approximate their fair
values.
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As at December 31, 1999 and 1998, fixed deposits with maturity of 1 year and short-term
investments whose maturities is more than 90 days have carrying value of Baht 263,423,003
and Baht 1,976,306, respectively, and fair value of Baht 270,909,727 and Baht 2,075,986,
respectively. The fair value is estimated using the discounted cash flow analysis based
on the interest rate currently offered for deposits with similar terms.
The determination of fair value of investments and the presentation of such items are
described in Notes 4.4 and 9 to the financial statements.
Bank overdrafts and loans from banks, carrying variable rates of interest and trade
accounts and notes payable; the carrying amounts of these financial liabilities
approximate their fair values.
Short-term and long-term loan carrying variable rates of interest; the carrying values
approximate their fair values.
Forward exchange contract
As at December 31, 1998, the Company has a forward exchange contract with a bank to buy
US$ 1,750,000 at the rate of Baht 40.07 for US$ 1, for the remaining period of 15 days.
As at December 31, 1998, the exchange rate for US$ 1 is Baht 36.89.
27. YEAR 2000 PROBLEM (Unaudited Not Covered by the Report of Independent Certified
Public Accountants)
The Company and its subsidiaries had modified their computer systems to address the Year
2000 problems and evaluated its impact. To date, the Company and its subsidiaries have not
experienced any material impact on their operations.
28. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
28.1 On January 7, 2000, the Directors meeting of Royal Princess Public Company Limited
passed a resolution to purchase 480,003 ordinary shares of Supsinthanee Company Limited
from the existing shareholders at Baht 0.01 per share. On January 10, 2000, the 480,000
shares were purchased, as a result the percentage of shareholding of Royal Princess Public
Company Limited in Supsinthanee Company Limited increased from 77.46% to 99.99%.
28.2 On January 20, 2000, a subsidiary, Royal Princess Public Company Limited was a
defendant in a lawsuit claiming Baht 39,666,350. Based on consultation with legal advisors,
management believes that such case will not have material effect on the operations and
financial position of the company.