9.2 Significant business transactions with related parties The Company's financial statements For the quarter ended March 31, 2001 Baht :'000 Company Revenue from Other Cost of Selling and Account Management Other Leasehold Goodwill on the sales and income sales administrative receivables receivable current acquisition of payable expenses current services expenses assets hotel business liabilities from the subsidiary Royal Princess Public Co., Ltd. 119 216- - 42 23,729 7,991- - - - - Dusit Hotels and Resorts Co., Ltd. 977 397 12,250 28,168 72- 293 140,000 307,500 114 3,058 4,231 Philippine Hoteliers, Inc. - - - - - - 11- - - - - Dusit Thani International Co., Ltd. - 15- - - - - - - - - - Acme Printing Co., Ltd. - - - 503- - - - - 87- 10 Crown Property Bureau - - - 723- - - - - - - - 1,096 628 12,250 29,394 114 23,729 8,295 140,000 307,500 201 3,058 4,241 The Company's financial statements For the quarter ended March 31, 2000 Baht :'000 Company Revenue from Other Cost of Selling and Account Management Other Leasehold Goodwill on the sales and income sales administrative receivables receivable current acquisition of payable expenses current services expenses assets hotel business liabilities from the subsidiary Royal Princess Public Co., Ltd. 86 198- - 116 23,820 13,735- - - - - Dusit Hotels and Resorts Co., Ltd. 947 681 12,250 28,593 380- 768 148,000 348,500 246 2,261 5,704 Philippine Hoteliers, Inc. - - - - - 41 11- - - - - Dusit Thani International Co., Ltd. - 15- - - - 658- - - - - Acme Printing Co., Ltd. - - - 545- - - - - 265- 24 Crown Property Bureau - - - 705- - - - - - - - 1,033 894 12,250 29,843 496 23,861 15,172 148,000 348,500 511 2,261 5,728 Prices and terms are as follows : Management fee 2%-3% of total revenues Incentive fee 2.5%-6% of gross profit Marketing fee 2.5% of room revenues Technical fee 3% of room revenues Management fees are based on the same rates as the fees charged to other hotels. Other income is calculated based on actual expenses incurred. Leasehold and goodwill on the acquisition of hotel business from the subsidiary is based on the price agreed upon by the Company and the subsidiary. …/12 - 12 - 10. COMMITMENTS AND CONTINGENCIES As at March 31, 2001 and December 31, 2000, subsidiaries have contingent liability for a portion of buildings construction in the amount of Baht 32.23 million, based on the original terms of the contracts. The construction has been completed but the subsidiaries have not yet signed the final engineering approval, as the contractors did not comply with all the conditions in the contract. The subsidiaries have not accrued for this amount. As at March 31, 2001 and December 31, 2000, the Company and subsidiaries had contingent liabilities for bank guarantees totalling Baht 25.26 million. As at March 31, 2001 and December 31, 2000, the Company had contingent liabilities for bank guarantees totalling Baht 19.36 million. As at March 31, 2001 and December 31, 2000, the Company and subsidiary entered into an agreement to sell the 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 such agreement, the Company and subsidiary agree at their option to buy the shares back within April 2, 2002 at the net book asset value on the repurchase date. As at March 31, 2001, and December 31, 2000, a subsidiary, Royal Princess Public Company Limited was a defendant in a lawsuit claiming Baht 1.40 million. 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. As at March 31, 2001, and December 31, 2000, the Company submitted the dispute to the arbitrators for claiming the management fee and incentive fee from a contracting company, totalling Baht 50.05 million, included claim for damage of failing to perform according to the agreement of Baht 27.57 million. The contracting company rejected all claims and filed a counter claim against the Company totalling Baht 42.22 million. The disputed matter is under the consideration of arbitrators and currently, there is no resolution. …/13 - 13 - 11. SEASONALITY OF OPERATION The main business of the Company is hotel operation. The main revenues of the Company are received seasonally within a financial year especially in the first and fourth quarters of each year. Such revenues are recognized when incurred. For supplementary financial information, revenue from sales and services, cost of sales and services and net income for the twelve-month periods ended March 31, 2001 and 2000 were shown as below : Baht :'000 FOR THE TWELVE-MONTH PERIOD ENDED MARCH 31, CONSOLIDATED THE COMPANY ONLY 2001 2000 2001 2000 Revenue from sales and services 2,233,969 2,220,233 1,196,381 1,169,456 Cost of sales and services 1,156,438 1,165,975 567,295 576,072 Net income 467,379 194,887 467,379 194,887 12. BUSINESS SEGMENT INFORMATION Business segment information of the Company and subsidiaries classified by geographical segment are as follows: Million Baht Revenues Net Income Assets (Loss) Employed For the quarter ended March 31, 2001 Bangkok 238.67 102.91 4,373.46 Provincial 274.59 48.28 1,498.45 Overseas 142.39 19.82 748.93 Total 655.65 171.01 6,620.84 Add (Less) Inter-company transactions -1.1 10.31 -2,340.21 Total 654.55 181.32 4,280.63 Add Minority interest in net income of subsidiaries -7.38 Consolidated net income 173.94 Consolidated assets 4,280.63 …/14 - 14 - Million Baht Revenues Net Income Assets (Loss) Employed For the quarter ended March 31, 2000 Bangkok 232.41 84.69 4,068.80 Provincial 252.93 13.5 1,569.08 Overseas 150.25 18.57 730.12 Total 635.59 116.76 6,368.00 Add (Less) Inter-company transactions -1.03 10.01 -2,413.27 Total 634.56 126.77 3,954.73 Add Minority interest in net loss of subsidiaries 3.41 Consolidated net income 130.18 3,954.73 Consolidated assets 13. DISCLOSURE OF FINANCIAL INSTRUMENTS Fair value of financial instruments As at March 31, 2001 and December 31, 2000, fixed deposits with maturity of 1 year, short-term investments whose maturities is more than 90 days and investments in debt securities-held to maturity have carrying value of Baht 701.60 million and Baht 673.30 million, respectively, and fair value of Baht 709.39 million and Baht 679.53 million, respectively. The fair value is estimated by using the discounted cash flow analysis based on the interest rate currently offered for deposits with similar terms. 14. OTHERS 14.1 Royal Princess Hotel-Srinakarin which is owned by Royal Princess Public Company Limited is currently in the process of applying for a hotel operating license from the related government agency. 14.2 On March 2, 2001, the shareholders' meeting of Supsinthanee Company Limited, a subsidiary, passed a special resolution to decrease the number of authorized share capital of the company from 2,130,000 shares, consisting of 930,000 preferred shares of Baht 10 per share and 1,200,000 ordinary shares of Baht 10 per share to 532,500 shares, consisting of 232,490 preferred shares of Baht 10 per shares and 300,010 ordinary shares of Baht 10 per share. The resolution will be registered with the Registrar of Partnerships and Companies at a later date.