Interest June 30, December 31, rate p.a. 2000 1999 Loan of Supsinthanee Company Limited, per debt restructuring agreement 126,994 - Loan from financial institution by Royal Princess Public Company Limited Repayable annually through 2000 MLR+0.75% 19,000 78,000 through 2003 MLR 160,000 - Long-term loans by Philippine Hoteliers, Inc. SIBOR+1.60% 39,060 112,835 345,054 190,835 Less Current portion (78,060) (78,000) Total 266,994 112,835 Loan from financial institution by Royal Princess Public Company Limited, repayable annually through 2003, was collateralized by the mortgage of land, with the mortgage value increased from Baht 200.00 million to Baht 400.00 million. /11 - 11 - 10. GAIN ON DEBTS RESTRUCTURING Gain on debts restructuring represents a gain resulted from the reduction of accrued interest of Baht 37.95 million granted by the creditor to Supsinthanee Company Limited after the loan has been partially repaid by Royal Princess Public Company Limited, the guarantor on May 31, 2000. 11. TRANSACTIONS BETWEEN RELATED COMPANIES Transactions between related companies were as follows: 11.1 Investment in subsidiary, associated, and related companies June 30, 2000 Baht :000 The Company Only Companys Type of Relationship Issued and % of Cost Equity Consolidated name Business paid-up shareholding Subsidiaries 1. Dusit Hotels and Resorts Condominium Co., Ltd. (formerly Dusit and Resort Cha-am Co., Ltd.) management Subsidiary 225,000 97.41 404,212 0 0 2. Royal Princess Hotel and Public Co., Ltd. Management Subsidiary 600,000 79.65 780,047 311,217 0 3. Philippine Hoteliers, Inc. Hotel Subsidiary PESO 409,870 85.76 688,948 618,676 0 4. Dusit Thani Delaware, Inc. Holding Subsidiary US$ 850 100.00 0 0 0 5. Dusit Thani International Co., Ltd. Holding Subsidiary 4,000 99.99 4,000 3,160 0 6. Best Western Room (Thailand) Co., Ltd. reservation agent Subsidiary 25 99.30 25 26 26 7. Landmark Hotel Co., Ltd. Hotel Subsidiary 10,000 99.88 9,988 0 0 8. Dusit Thani College College Subsidiary - - - - 217,716 9. Devarana Spa Co., Ltd. Healthcare Subsidiary 2,000 99.99 2,000 1,545 0 Associated company 1. Worldclass Rent a Car Co., Ltd. Car rental Associated 100,000 20.00 20,000 0 0 Related companies 1. Acme Printing Co., Ltd. Printing house Director holds the shares 40,000 - - - - 2. Crown Property Bureau Land leasing Major shareholder - - - - - 1,909,220 934,624 217,742 /12 - 12 - December 31, 1999 Baht :000 The Company Only Companys Type of Relationship Issued and % of Cost Equity Consolidated name business paid-up shareholding Subsidiaries 1. Dusit Hotels and Resorts Co,Ltd. (formerly Dusit Resort Cha-am Co., Ltd.) Condominium Subsidiary 225,000 97.32 403,891 0 0 2. Royal Princess Hotel and Public Co., Ltd. management Subsidiary 600,000 79.65 780,047 327,684 0 3. Philippine Hoteliers, Inc. Hotel Subsidiary PESO 409,870 85.76 688,949 603,950 0 4. Dusit Thani Delaware, Inc. Holding Subsidiary US$ 850 100.00 0 0 0 5. Dusit Thani International Co., Ltd. Holding Subsidiary 4,000 99.99 4,000 3,127 0 6. Best Western (Thailand) Co., Ltd. Room reservation agent Subsidiary 25 99.30 25 26 26 7. Landmark Hotel Co., Ltd. Hotel Subsidiary 10,000 99.88 9,988 0 0 8. Dusit Thani College College Subsidiary - - - - 217,716 Associated companies 1. Worldclass Rent a Car Co., Ltd. Car rental Associated 100,000 20.00 20,000 0 0 2. Direct Commerce Technology Co., Ltd. E-Commerce Associated 2,500 49.00 1,225 1,225 1,225 Related companies 1. Acme Printing Co., Ltd. Printing house Director holds the shares 40,000 - - - - 2. Crown Property Bureau Land leasing Major shareholder - - - - - 1,908,125 936,012 218,967 On November 15, 1999, the Directors meeting of the Company passed a resolution to 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. As at June 30, 2000, this subsidiary was in the liquidation process and no balance has to be consolidated. For the quarter and six-month period ended June 30, 1999, Dusit Thani Delaware, Inc. has net income of Baht 1.67 million and Baht 9.28 million, respectively. /13 - 13 - 11.2 Significant business transactions with related parties The Company only For the quarter ended June 30, 2000 Baht :000 Company Revenue from Other Cost of Selling and Account Management Other Leasehold Goodwill on the Accounts Accrued Other 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. 104 203 - 3 109 23,803 13,735 - - - - - Dusit Hotels and Resorts Co., Ltd. (formerly Dusit Resort Cha-am Co., Ltd.) 994 803 12,250 18,595 68 - 1,758 146,000 338,250 140 1,047 2,875 Philippine Hoteliers, Inc. - - - - - 41 12 - - - - - Dusit Thani International Co., Ltd. - 15 - - - - 460 - - - - - Acme Printing Co., Ltd. - - - 437 - - - - - 79 - - Crown Property Bureau - - - 705 - - - - - - - - 1,098 1,021 12,250 19,740 177 23,844 15,965 146,000 338,250 219 1,047 2,875 The Company only For the quarter ended June 30, 1999 Baht :000 Company Management Other Cost of Selling and Interest Account Management Other Leasehold Goodwill on the Loans Accrued service income sales administrative expenses receivable receivable current acquisition of from expenses income expenses assets hotel business subsidiary from the subsidiary Royal Princess Public Co., Ltd. - 7,669 - 11 - 87 13,856 16,359 - - - - Dusit Hotels and Resorts Co., Ltd. (formerly Dusit Resort Cha-am Co., Ltd.) - 15 12,250 2,700 - - - 5 154,000 379,250 - - Philippine Hoteliers, Inc. 7,799 39 - - - - 5,064 11 - - - - Dusit Thani Delaware, Inc. - - - - 1,726 - - - - - 113,423 7,920 Dusit Thani International Co., Ltd. - 601 - - - - - 1,286 - - - - Acme Printing Co., Ltd. - - - 1,048 - - - - - - - - Crown Property Bureau - - - 705 - - - - - - - - 7,799 8,324 12,250 4,464 1,726 87 18,920 17,661 154,000 379,250 113,423 7,920 /14 - 14 - The Company only For the six-month period ended June 30, 2000 Baht :000 Company Revenue from Other Cost of Selling and Account Management Other Leasehold Goodwill on the Accounts Accrued Other 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. 190 401 - 3 109 23,803 13,735 - - - - - Dusit Hotels and Resorts Co., Ltd. (formerly Dusit Resort Cha-am Co., Ltd.) 1,941 1,484 24,500 47,188 68 - 1,758 146,000 338,250 140 1,047 2,875 Philippine Hoteliers, Inc. - - - - - 41 12 - - - - - Dusit Thani International Co., Ltd. - 30 - - - - 460 - - - - - Acme Printing Co., Ltd. - - - 982 - - - - - 79 - - Crown Property Bureau - - - 1,410 - - - - - - - - 2,131 1,915 24,500 49,583 177 23,844 15,965 146,000 338,250 219 1,047 2,875 The Company only For the six-month period ended June 30, 1999 Baht :000 Company Management Other Cost of Selling and Interest Account Management Other Leasehold Goodwill on the Loans Accrued service income sales administrative expenses receivable receivable current acquisition of from expenses income expenses assets hotel business subsidiary from the subsidiary Royal Princess Public Co., Ltd. - 7,879 - 11 - 87 13,856 16,359 - - - - Dusit Hotels and Resorts Co., Ltd. (formerly Dusit Resort Cha-am Co., Ltd.) - 30 24,500 5,400 - - - 5 154,000 379,250 - - Philippine Hoteliers, Inc. 14,264 39 - - - - 5,064 11 - - - - Dusit Thani Delaware, Inc. - - - - 3,351 - - - - - 113,423 7,920 Dusit Thani International Co., Ltd. - 1,201 - - - - - 1,286 - - - - Acme Printing Co., Ltd. - - - 1,858 - - - - - - - - Crown Property Bureau - - - 1,410 - - - - - - - - 14,264 9,149 24,500 8,679 3,351 87 18,920 17,661 154,000 379,250 113,423 7,920 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. /15 - 15 - 12. COMMITMENTS AND CONTINGENCIES As at June 30, 2000 and December 31, 1999, 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 June 30, 2000 and December 31, 1999, the Company and subsidiaries had contingent liabilities for bank guarantees totalling Baht 19.76 million. As at June 30, 2000 and December 31, 1999, the Company had contingent liabilities for bank guarantees totalling Baht 14.55 million. As at June 30, 2000 and December 31, 1999, 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 June 30, 2000 and December 31, 1999, the Company was a third defendant in a lawsuit claiming Baht 1,045.86 million 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. 13. SEASONALITY OF OPERATION The main business of the Company is the hotel. 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 incur. For supplementary financial information, total revenues and cost of sales for the twelve-month period ended June 30, 2000 and 1999 were shown as below : FOR THE TWELVE-MONTH PERIODS ENDED JUNE 30, CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 Revenue from sales and services 2,479,002 2,500,856 1,359,586 1,372,861 Cost of sales and services 2,159,018 2,264,146 1,013,404 1,055,057 Net income 232,093 222,730 232,093 222,730 /16 - 16 - 14. BUSINESS SEGMENT INFORMATION For the quarter and six-month period ended June 30, 2000, the Company and its subsidiaries have changed the method for presentation of segment information from business segment to geographical segment and have adjusted the disclosure of such information for the corresponding period of the previous years retroactively to provide comparison with the current year. Business segment information of the Company and subsidiaries classified by geographical segment are as follows: Million Baht Revenues Net Income (Loss) For the quarter ended June 30, 2000 Bangkok 196.64 49.25 Metropolitan 167.59 9.52 Overseas 150.00 19.11 Total 514.23 77.88 Add (Less) Inter-company transactions (1.10) 10.19 Total 513.13 88.07 Add Minority interest in net income of subsidiaries (4.93) Consolidated net income 83.14 Million Baht Revenues Net Income (Loss) For the quarter ended June 30, 1999 Bangkok 190.26 10.65 Metropolitan 141.59 (8.54) Overseas 157.11 18.67 Total 488.96 20.78 Add (Less) Inter-company transactions - 22.76 Total 488.96 43.54 Add Minority interest in net loss of subsidiaries 2.39 Consolidated net income 45.93 /17 - 17 - Million Baht Revenues Net Income (Loss) For the six-month period ended June 30, 2000 Bangkok 429.06 133.94 Metropolitan 420.52 23.03 Overseas 300.25 37.67 Total 1,149.83 194.64 Add (Less) Inter-company transactions (2.13) 20.20 Total 1,147.70 214.84 Add Minority interest in net income of subsidiaries (1.52) Consolidated net income 213.32 Million Baht Revenues Net Income (Loss) For the six-month period ended June 30, 1999 Bangkok 410.13 57.00 Metropolitan 371.24 30.94 (more)