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The prospectus is being displayed in the website to make the<br />

prospectus accessible to more investors. The PSE assumes no<br />

responsibility for the correctness of any of the statements made or<br />

opinions or reports expressed in the <strong>Prospectus</strong>. Furthermore, the<br />

Stock Exchange makes no representation as to the completeness of<br />

the <strong>Prospectus</strong> and disclaims any liability whatsoever for any loss<br />

arising from or in reliance in whole or in part on the contents of the<br />

<strong>Prospectus</strong>.


<strong>Prospectus</strong> October 4, 2007<br />

Primary and Secondary Offer of 140,604,000 Common Shares<br />

Offer Price of P4.68 per Offer Share<br />

Sole Issue Manager and Lead Underwriter<br />

AB Capital and Investment Corporation<br />

RCBC Capital Corporation<br />

Participating Underwriters<br />

The Trading Participants of the Philippine Stock Exchange, Inc.<br />

Selling Agents


I-Remit, Inc.<br />

26/F Discovery Centre<br />

ADB Avenue, Ortigas Centre<br />

Pasig City, Philippines<br />

Telephone Number: (632) 6891121<br />

This <strong>Prospectus</strong> relates to the offer and sale of 140,604,000 Common Shares (the “Offer,” and such shares,<br />

the “Offer Shares”), with par value of P1.00 per share, of I-Remit, Inc. (“<strong>iRemit</strong>” or the “Company”), a<br />

corporation organized under Philippine law. The Offer Shares will comprise of (i) 107,417,000 new Common<br />

Shares to be issued and offered by <strong>iRemit</strong> by way of a primary offer (the “Primary Offer,” and such Shares,<br />

the “Primary Offer Shares”) as further described below and (ii) a total of 33,187,000 existing Shares offered<br />

by JTKC Equities, Inc. (offering 21,571,550 Common Shares), Surewell Equities, Inc. (offering 9,956,100<br />

Common Shares), and JPSA <strong>Global</strong> Services Co. (offering 1,659,350 Common Shares) (together, the “Selling<br />

Shareholders”) pursuant to a secondary offer (the “Secondary Offer,” and such Shares, the “Secondary Offer<br />

Shares”). <strong>iRemit</strong> will not receive any of the proceeds from the sale of the Secondary Offer Shares. The Offer<br />

Shares shall be offered at the offer price of P4.68 per Offer Share (the “Offer Price”). The determination of<br />

the Offer Price is further discussed on page 29 of this <strong>Prospectus</strong>.<br />

The Company has applied with the Securities and Exchange Commission for the registration of the<br />

140,604,000 Offer Shares and the 421,813,000 issued common shares with a par value/issue value of P1.00<br />

per share not covered by the Offer.<br />

The Company has an authorized capital stock of 1,000,000,000 Common Shares, each with a par value of<br />

P1.00, of which 455,000,000 Common Shares have been issued and 454,950,000 outstanding. 562,367,000<br />

Common Shares shall be outstanding after the Offer.<br />

All of the Common Shares of the Company in issue or to be issued pursuant to the Offer (collectively the<br />

“Shares”) are unclassified and have, or upon issue will have, identical rights and privileges. The Shares may<br />

be owned by any person or entity regardless of citizenship or nationality subject to the limits prescribed by<br />

Philippine laws on foreign ownership for certain types of domestic companies.<br />

The total gross proceeds expected to be raised by <strong>iRemit</strong> and the Selling Shareholders from the sale of the<br />

Offer Shares is estimated to be P658,026,720.00 based on the Offer Shares and Offer Price set forth above.<br />

The underwriting and selling fees to be paid by the Company in relation to the Offer shall be equivalent to<br />

two per cent (2%) of the gross proceeds from the Offer. The net proceeds from the Primary Offer, estimated<br />

to be approximately P475,775,072.00, determined by deducting from the gross proceeds of the Primary Offer<br />

the Company’s pro-rated share in the professional fees, underwriting and selling fees, listing and filing fees,<br />

taxes and other related fees and expenses, will be used by the Company to finance, in part, its expansion in<br />

other countries and to partially retire some of the Company’s short-term interest-bearing loans. Please see a<br />

more detailed discussion on proceeds from the Offer and the Company’s proposed use of proceeds under<br />

“Use of Proceeds” on page 26 of this <strong>Prospectus</strong>.<br />

Each holder of Shares will be entitled to such dividends as may be declared by the Company’s Board of<br />

Directors (the “Board”), provided that any stock dividend declaration requires the approval of shareholders<br />

holding at least two-thirds of the Company’s total outstanding capital stock. The Corporation Code of the<br />

Philippines, Batas Pambansa Blg. 68, has defined “outstanding capital stock” as the total shares of stock<br />

issued, whether paid in full or not, except treasury shares. Dividends may be declared only from the<br />

Company’s unrestricted retained earnings. See “Dividends and Dividend Policy” on page 28 of this<br />

<strong>Prospectus</strong>.<br />

2


140,604,000 of the Offer Shares are being offered in the Philippines at the Offer Price. First Metro Investment<br />

Corporation (“FMIC” or the “Lead Underwriter”) will act as the Lead Underwriter of the Offer. Details<br />

regarding the commission to be received by FMIC can be found under “Plan of Distribution” on page 32 of<br />

this <strong>Prospectus</strong>.<br />

Unless the context indicates otherwise, any references to the “Company” refer to <strong>iRemit</strong>. The information<br />

contained in this <strong>Prospectus</strong> relating to the Company and its operations has been supplied by the Company,<br />

unless otherwise stated herein. To the best of its knowledge and belief, the Company (which has taken all<br />

reasonable care to ensure that such is the case) confirms that the information contained in this <strong>Prospectus</strong><br />

relating to the Company and its operations is correct, and that there is no material misstatement or omission of<br />

fact which would make any statement in this <strong>Prospectus</strong> misleading in any material respect and that the<br />

Company hereby accepts full and sole responsibility for the accuracy of the information contained in this<br />

<strong>Prospectus</strong> with respect to the same. The Underwriters confirm that they have exercised the required due<br />

diligence in verifying that all material information in this <strong>Prospectus</strong> is true. The Underwriters assume no<br />

liability for any information supplied by the Company in relation to this <strong>Prospectus</strong>. Unless otherwise<br />

indicated, all information in this <strong>Prospectus</strong> is as of the date of this <strong>Prospectus</strong>. Neither the delivery of this<br />

<strong>Prospectus</strong> nor any sale made pursuant to this <strong>Prospectus</strong> shall, under any circumstances, create any<br />

implication that the information contained herein is correct as of any date subsequent to the date hereof or that<br />

there has been no change in the affairs of the Company since such date.<br />

No person is authorized in connection with any offering made hereby to give any information or to make any<br />

representation other than as contained in this <strong>Prospectus</strong>, and, if given or made, such information or<br />

representation must not be relied upon as having been authorized by the Company, the Selling Shareholders<br />

or the Underwriters.<br />

This <strong>Prospectus</strong> does not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered<br />

hereby by any person. Each investor in the securities offered hereby must comply with all applicable laws and<br />

regulations, and neither the Company, any of the Selling Shareholders nor the Underwriters shall have any<br />

responsibility therefore.<br />

In making an investment decision, investors must rely on their own examination of the Company and the<br />

terms of the Offer, including the material risks involved. The Offer is being made on the basis of this<br />

<strong>Prospectus</strong> only.<br />

Market data and certain industry forecasts used throughout this <strong>Prospectus</strong> were obtained from internal<br />

surveys, market research, publicly available information and industry publications. Industry publications<br />

generally state that the information contained therein has been obtained from sources believed to be reliable,<br />

but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys,<br />

industry forecasts and market research, while believed to be reliable, have not been independently verified,<br />

and neither the Company, the Selling Shareholders nor the Underwriters make any representation as to the<br />

accuracy of such information.<br />

This <strong>Prospectus</strong> includes forward-looking statements. The Company has based these forward-looking<br />

statements largely on its current expectations and projections about future events and financial trends<br />

affecting its business. Words including but not limited to, “believes”, “may”, “will”, “estimates”, “continues”,<br />

“anticipates”, “intends”, “expects” and similar words are intended to identify forward-looking statements. In<br />

light of these risks and uncertainties associated with forward-looking statements, investors should be aware<br />

that the forward-looking events and circumstances discussed in this <strong>Prospectus</strong> might not occur. The<br />

Company’s actual results could differ substantially from those anticipated in the Company’s forward-looking<br />

statements.<br />

3


See “Risk Factors” beginning on page 19 for a discussion of certain factors to be considered in connection<br />

with an investment in the Offer Shares.<br />

Approval has been obtained to list the Offer Shares on the Philippine Stock Exchange, Inc. (“PSE”). Such an<br />

approval for listing is permissive only and does not constitute a recommendation or endorsement by the PSE<br />

or the Philippine Securities and Exchange Commission (the “Philippine SEC”) of the Offer Shares. Prior to<br />

the Offer, there has been no public market for the Shares. Accordingly, there has been no market price for the<br />

Shares derived from day to day trading.<br />

Application has been made to the Philippine SEC to register the Offer Shares under the provisions of the<br />

Securities Regulation Code of the Philippines (Republic Act No. 8799).<br />

The Offer Shares are offered subject to receipt and acceptance of any order by the Underwriter and subject to<br />

its right to reject any order in whole or in part.<br />

Any inquiries regarding this <strong>Prospectus</strong> should be forwarded to the Company or to First Metro Investment<br />

Corporation.<br />

ALL REGISTRATION REQUIREMENTS HAVE BEEN MET AND ALL INFORMATION<br />

CONTAINED HEREIN IS TRUE AND CORRECT.<br />

I-Remit, Inc.<br />

(Original signed)<br />

Harris Edsel D. Jacildo<br />

President and Chief Operating Officer<br />

SUBSCRIBED AND SWORN to before me this __________, 2007 at __________ City, Metro Manila,<br />

affiant exhibited to me his __________ No. __________ issued on __________, 2007 in __________.<br />

Doc. No. ____________________;<br />

Page No. ____________________;<br />

Book No.____________________;<br />

Series of 2007.<br />

4


TABLE OF CONTENTS<br />

GLOSSARY OF TERMS ............................................................................................................................................ 7<br />

EXECUTIVE SUMMARY.......................................................................................................................................... 9<br />

TERMS AND CONDITIONS OF THE OFFER .....................................................................................................11<br />

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION .................................................................. 16<br />

RISK FACTORS ........................................................................................................................................................ 19<br />

USE OF PROCEEDS................................................................................................................................................. 26<br />

DIVIDENDS AND DIVIDEND POLICY................................................................................................................ 28<br />

DETERMINATION OF OFFER PRICE ................................................................................................................ 29<br />

DILUTION.................................................................................................................................................................. 30<br />

CAPITALIZATION ................................................................................................................................................... 31<br />

PLAN OF DISTRIBUTION...................................................................................................................................... 32<br />

DESCRIPTION OF THE OFFER SHARES .......................................................................................................... 34<br />

THE COMPANY........................................................................................................................................................ 37<br />

CORPORATE GOVERNANCE .............................................................................................................................. 55<br />

SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL SHAREHOLDERS .................... 57<br />

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT............................................................... 59<br />

MANAGEMENT AND SHAREHOLDERS ........................................................................................................... 60<br />

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF<br />

OPERATIONS............................................................................................................................................................ 73<br />

OVERVIEW OF THE PHILIPPINE REMITTANCE INDUSTRY .................................................................... 79<br />

DESCRIPTION OF PROPERTIES......................................................................................................................... 84<br />

CONTRACTS AND AGREEMENTS...................................................................................................................... 85<br />

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .................................................... 87<br />

LEGAL PROCEEDINGS.......................................................................................................................................... 89<br />

GENERAL CORPORATE INFORMATION......................................................................................................... 90<br />

5


REGULATORY FRAMEWORK............................................................................................................................. 94<br />

PHILIPPINE FOREIGN INVESTMENT, EXCHANGE CONTROLS AND FOREIGN OWNERSHIP ..... 96<br />

TAXATION ................................................................................................................................................................. 97<br />

PHILIPPINE STOCK MARKET .......................................................................................................................... 102<br />

INTERESTS OF NAMED EXPERT AND COUNSEL ....................................................................................... 106<br />

LEGAL MATTERS.................................................................................................................................................. 107<br />

PRINCIPAL ACCOUNTING SERVICES AND FEES........................................................................................ 108<br />

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ............................................................................... 109<br />

FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORTS...............................................110<br />

6


GLOSSARY OF TERMS<br />

AMLA Republic Act No. 9160, as amended by Republic Act No. 9194, otherwise<br />

known as the Anti-Money Laundering Act of 2001<br />

AMLC Anti-Money Laundering Council<br />

Application An application to subscribe to Offer Shares pursuant to the Offer<br />

BIR Bureau of Internal Revenue<br />

BOI Board of Investments<br />

BSP Bangko Sentral ng Pilipinas<br />

Common Shares The Company’s common shares of stock, par value Php1.00 per share<br />

Company, Corporation or<br />

<strong>iRemit</strong><br />

I-Remit, Inc.<br />

Corporation Code Batas Pambansa Blg. 68, otherwise known as “The Corporation Code of<br />

the Philippines.”<br />

Escrow Agent Philippine Depository & Trust Corporation<br />

IFS <strong>iRemit</strong> Foreign System<br />

<strong>IPO</strong> Initial Public Offering<br />

Lead Underwriter First Metro Investment Corporation<br />

Listing Date October 17, 2007<br />

LSI Local Small Investor, as defined in the PSE Revised Listing Rules, is a<br />

share subscriber or purchaser who is willing to subscribe or purchase up to<br />

a minimum board lot or whose subscription or purchase does not exceed<br />

Php25,000.<br />

MOA Memorandum of Agreement<br />

Offer The offer for subscription of 140,604,000 Common Shares of the<br />

Company<br />

Offer Period The period commencing at 9:00 am on October 5, 2007 and ending at<br />

12:00 nn on October 11, 2007 unless extended by agreement between the<br />

Company, the Selling Shareholders, the Underwriters and the PSE<br />

Offer Price P4.68<br />

Offer Shares The Common Shares to be offered pursuant to the Offer<br />

Participating Underwriters AB Capital and Investment Corporation and RCBC Capital Corporation<br />

PDTC The Philippine Depository and Trust Corp., the central securities<br />

depositary of, among others, securities listed and traded on the PSE.<br />

7


PFRS Philippine Financial Reporting Standards<br />

Philippine SEC The Securities and Exchange Commission of the Philippines<br />

Php or P The lawful currency of the Republic of the Philippines<br />

POEA Philippine Overseas Employment Agency<br />

Pricing Date October 3, 2007<br />

Primary Offer Shares 107,417,000 Common Shares offered on behalf of the Company<br />

PSE The Philippine Stock Exchange, Inc.<br />

Receiving Agent Professional Stock Transfer, Inc.<br />

Secondary Offer Shares 33,187,000 Common Shares offered on behalf of the Selling Shareholders<br />

Securities Regulation Code Republic Act No. 8799 otherwise known as the "The Securities Regulation<br />

Code of the Philippines", as amended from time to time, and including the<br />

rules and regulations issued thereunder<br />

Selling Agents The Trading Participants of the PSE<br />

Selling Shareholders Surewell Equities, Inc. JTKC Equities, Inc. and JPSA <strong>Global</strong> Services Co.<br />

SRC<br />

Securities Regulation Code (R.A. 8799)<br />

SSPP Special Stock Purchase Plan<br />

Stock Transfer Agent Professional Stock Transfer, Inc.<br />

Trading Day Any day on which trading is allowed in the PSE<br />

Trading Participants Duly licensed securities brokers who are trading participants of the PSE<br />

Underwriters The Lead Underwriter and Participating Underwriters<br />

Underwriting Agreement The agreement dated October 4, 2007, entered into between <strong>iRemit</strong>, the<br />

Selling Shareholders and the Underwriters relating to the underwriting of<br />

the Offer Shares.<br />

USD or $ The lawful currency of the United States of America<br />

8


EXECUTIVE SUMMARY<br />

The following information is derived from, and should be read in conjunction with the full text of this<br />

<strong>Prospectus</strong>.<br />

The Offer<br />

The Company is offering for subscription a total of 140,604,000 Common Shares, each with a par value of<br />

P1.00. The Offer Shares shall consist of 107,417,000 new Shares to be issued and offered by <strong>iRemit</strong> and<br />

33,187,000 existing Shares offered by the Selling Shareholders. The Offer Shares will represent slightly<br />

above 25% of the total outstanding capital stock of 562,367,000 (net of 50,000 treasury shares). Common<br />

Shares of the Company after completion of the Offer. The offer price is at P 4.68 per share.<br />

The Company estimates that its net proceeds from the Primary Offer based on an Offer Price of P4.68 per<br />

Offer Share, will be approximately P475,775,072.00 after deducting the applicable underwriting discounts<br />

and commissions and expenses for the Offer payable by the Company.<br />

The Company intends to use the majority of its net proceeds from the Offer to finance, in part, its expansion<br />

in other countries and to cover working capital requirements as well as partially retire some of the Company’s<br />

short-term interest-bearing loans.<br />

The Company<br />

I-Remit, Inc. (“<strong>iRemit</strong>” or the “Company”) is a duly registered company in the Philippines engaged in<br />

servicing the remittance needs of the Overseas Filipino Workers (OFWs). The Company was incorporated and<br />

registered with the Philippine SEC on March 5, 2001 and started commercial operations on November 11,<br />

2001. The Company is also the first remittance company registered with the BOI as a New IT Service Firm in<br />

the Field of Information Technology Services (<strong>Remittance</strong> Infrastructure System) on a Non-Pioneer Status<br />

under the Omnibus Investments Code of 1987 which entitles the Company to Income Tax Holiday incentive<br />

for four (4) years and which was later extended to two (2) years to expire on November 11, 2007. The<br />

Company is applying with the Board of Investments (BOI) for the registration of its business operations<br />

pertaining to expansion programs that it will be embarking in the succeeding years. This will entitle the<br />

Company to avail itself of income tax holiday (ITH) incentive on the said expanded portion of its operations<br />

for another three (3) years. The ITH will be based on the incremental values of the Company’s delivery fees<br />

and net foreign exchange gains over a base year to be prescribed by the BOI. The Company is also duly<br />

registered with the Bangko Sentral ng Pilipinas as a <strong>Remittance</strong> Agent and is Anti-Money Laundering Act<br />

(AMLA)-compliant in all of the countries it operates.<br />

As of September 30, 2007, <strong>iRemit</strong> currently operates through its 365 branches and tie-ups worldwide,<br />

operating on a 24/7 schedule doing multi-currency trading in 24 countries. The Company’s wide network<br />

coverage of OFW-host countries and several strategic partnerships and tie-ups with various local and<br />

international banks, pawnshops, couriers and mobile phone companies make <strong>iRemit</strong> the largest independent<br />

local remittance company.<br />

By the end of 2007, <strong>iRemit</strong> is expected to start business operations in Macau bringing to 25 countries where<br />

<strong>iRemit</strong> maintains operations.<br />

9


As of September 30, 2007, the Company’s general expansion plans provide for the opening of both additional<br />

and new branches, which include two (2) additional branches in Australia and one (1) new branch in Macau.<br />

On the other hand, its first venture into the Malaysian market through a tie-up arrangement with an authorized<br />

money remittance company will bring-in an additional ten (10) outlets.<br />

The Company operates in various countries via its company-owned branches or via tie-ups. The former<br />

allows for the Company to own up to 100% of equity while the latter is through agent-partners. Partnership<br />

arrangements are utilized when volume of remittances do not justify setting up a separate branch/es.<br />

<strong>iRemit</strong>’s vision is to become the ultimate choice remittance service provider globally and capture a significant<br />

chunk of the huge annual inward remittance by the OFWs all around the world.<br />

The OFW <strong>Remittance</strong> Industry<br />

By nature, the remittance industry relies heavily on the quantity of Overseas Filipino Workers (OFWs)<br />

residing abroad and sending money to the Philippines. Over the years, there had been a notable relationship<br />

between the increase in volume of remittances pouring in from the foreign countries and the volume of OFW<br />

deployment. The total number of OFWs deployed in 197 country destinations in 2006 hit a historic-high of<br />

1,062,567, surging by 7.5% from 988,615 recorded in 2005. OFW remittances for the same period similarly<br />

grew by a record-high of 19.4%, from US$10.7 billion in 2005 to US$12.8 billion in 2006.<br />

Risk of Investing<br />

Before making an investment decision, prospective investors are advised to consider carefully all the<br />

information contained in this <strong>Prospectus</strong> including the following key points characterizing the potential risks<br />

associated with an investment in the Offer Shares.<br />

• Risks relating to the Company’s Business/Growth<br />

• Risks relating to the Philippines<br />

• Risks relating to the Offer<br />

Please refer to the section entitled “Risk Factors” of this <strong>Prospectus</strong> which, while not intended to be an<br />

exhaustive enumeration of all risks, must be considered in connection with a purchase of the Offer Shares.<br />

10


TERMS AND CONDITIONS OF THE OFFER<br />

Issuer ............................................................. I-Remit, Inc. (“<strong>iRemit</strong>” or the “Company”)<br />

Selling Shareholders .................................... JTKC Equities, Inc., Surewell Equities, Inc., and JPSA <strong>Global</strong><br />

Services Co.<br />

The Offer....................................................... Offer of Offer Shares to the public in the Philippines,<br />

consisting of 107,417,000 new Shares to be issued and<br />

offered by <strong>iRemit</strong> and 33,187,000 existing Shares offered by<br />

the Selling Shareholders.<br />

Sole Issue Manager and Lead<br />

Underwriter………………………………..<br />

The Offer Shares have a par value of P1.00 per share and<br />

enjoy the same rights and privileges with the existing issued<br />

and outstanding Common Shares of the Company.<br />

The Offer Shares will represent slightly above 25% of the<br />

total outstanding capital stock of 562,367,000. Common<br />

Shares of the Company after completion of the Offer.<br />

First Metro Investment Corporation (“FMIC”)<br />

Offer Price..................................................... The Offer Price is at P4.68 per Offer Share.<br />

Minimum Subscription............................... The Offer Shares may be subscribed at a minimum of 1,000<br />

shares and, thereafter, in multiples of 1,000 shares.<br />

Applications for multiples of any other number of shares may<br />

be rejected or adjusted to conform to the required multiple, at<br />

the discretion of the Company.<br />

Use of Proceeds............................................. See “Use of Proceeds” for details of how the total net<br />

proceeds from the Offer will be applied.<br />

Eligible Investors…………………………. The Offer Shares may be subscribed to or held by any person<br />

of legal age or duly organized and existing corporations,<br />

partnerships or other corporate entities regardless of<br />

nationality or citizenship.<br />

Procedure for Application……………….. Application forms to purchase the Offer Shares may be<br />

obtained from the Underwriter mentioned in this <strong>Prospectus</strong>.<br />

All Applications shall be evidenced by the Application to<br />

Purchase form, duly executed in each case by an authorized<br />

signatory of the Applicant and accompanied by one<br />

completed signature card which, for corporate and<br />

11


institutional Applicants, should be authenticated by the<br />

corporate secretary, and the corresponding payment for the<br />

Offer Shares covered by the Application and all other required<br />

documents. The duly executed Application to Purchase form<br />

and required documents should be submitted during the Offer<br />

Period to the same office where it was obtained.<br />

Requirements for Corporate Applicants... If the Applicant is a corporation, partnership or trust account,<br />

the Application must be accompanied by the following<br />

documents:<br />

Requirements for Non-Resident<br />

Individual or Foreign Corporate and<br />

Institutional<br />

Applicants………………………………….<br />

- A certified true copy of the Applicant’s latest articles of<br />

incorporation and by-laws and other constitutive documents<br />

(each as amended to date) duly certified by its corporate<br />

secretary;<br />

- A certified true copy of the Applicant’s Philippine SEC<br />

certificate of registration duly certified by its corporate<br />

secretary; and<br />

- A duly notarized corporate secretary’s certificate setting<br />

forth the resolution of the Applicant’s board of directors or<br />

equivalent body authorizing the purchase of the Offer Shares<br />

indicated in the Application, identifying the designated<br />

signatories authorized for the purpose, including his or her<br />

specimen signature.<br />

Foreign corporate and institutional Applicants who qualify as<br />

eligible investors, in addition to the documents listed above,<br />

are required to submit a representation and warranty stating<br />

that the purchase of the Offer Shares to which their<br />

Application relates will not violate the laws of their<br />

jurisdiction of incorporation or organization, and that they are<br />

allowed, under such laws, to acquire, purchase and hold the<br />

Offer Shares.<br />

Payment Terms…………………………… The Offer Shares must be paid in full upon submission of the<br />

Application. Payment must be made by a personal, corporate<br />

or manager’s check drawn against a bank in Metro Manila<br />

and payable to the order of “I-Remit, Inc. <strong>IPO</strong>”. The check<br />

must be dated as of the date of submission of the Application<br />

and crossed for deposit.<br />

Acceptance or Rejection of Application… The actual number of Offer Shares that an Applicant will be<br />

allowed to subscribe for in the Offer is subject to the<br />

confirmation of the Underwriter with whom the Application is<br />

filed. The Issuer reserves the right to reject any Application,<br />

or scale down or reallocate any of the Offer Shares applied<br />

12


for. Applications where checks are dishonored upon first<br />

presentation and Applications which do not comply with the<br />

terms of the Offer shall be rejected. Moreover, any payment<br />

received pursuant to the Application does not mean approval<br />

or acceptance by the Company of the Application.<br />

An Application, when accepted, shall constitute an agreement<br />

between the Applicant and the Company for the subscription<br />

to the Offer Shares at the time, in the manner and subject to<br />

terms and conditions set forth in the Application and those<br />

described in this <strong>Prospectus</strong>. Notwithstanding the acceptance<br />

of any Application by the Underwriter or its duly authorized<br />

representatives acting for or on behalf of the Company, the<br />

actual subscription and purchase by the Applicant of the Offer<br />

Shares will become effective only upon listing of the Offer<br />

Shares on the PSE and upon the obligations of the<br />

Underwriter under the Underwriting Agreement becoming<br />

unconditional and not being suspended, terminated, cancelled<br />

on or before the Listing Date, in accordance with the<br />

provisions of such agreements. If such conditions have not<br />

been fulfilled on or before the period provided above, all the<br />

application payments will be returned to the Applicants<br />

without interest and, in the meantime, the said application<br />

payments will be held in a separate bank account with the<br />

Receiving Agent.<br />

Refunds…………………………………… In the event that the number of Offer Shares to be received by<br />

an Applicant, as confirmed by the Underwriter, is less than the<br />

number covered by his/her/its Application, or if an<br />

Application is rejected by the Company, then the Underwriter<br />

shall refund, without interest, within five Banking Days from<br />

the end of the Offer Period, all, or a portion of the payment<br />

corresponding to the number of Offer Shares wholly or<br />

partially rejected. All refunds shall be made through the<br />

Underwriter or Selling Agent with whom the Applicant has<br />

filed the Application, at the Applicant’s risk.<br />

Issuance and Transfer Taxes…………….. All standard taxes applicable to the issuance of the Offer<br />

Shares by the Company pursuant to the Primary Offer shall be<br />

for the sole account of the Company. The standard transfer<br />

taxes applicable to the sale of shares by the Selling<br />

Shareholder pursuant to the Secondary Offer shall be for the<br />

sole account of the Selling Shareholder.<br />

Registration and Lodgement of Shares<br />

with the PDTC............................................<br />

Offer Shares purchased by Applicants will be lodged with the<br />

Philippine Depository and Trust Corporation (the “PDTC”).<br />

The Applicant must indicate in the space provided in the<br />

13


Application and provide the information required for the<br />

PDTC - lodgement of the Offer Shares.<br />

Registration of Foreign Investments……. The BSP requires that investments in shares of stock funded<br />

by inward remittance of foreign currency be registered with<br />

the BSP if the foreign exchange needed to service capital<br />

repatriation or dividend remittance will be sourced from the<br />

domestic banking system, the registration with the BSP of all<br />

foreign investments in the Offer Shares shall be the<br />

responsibility of the foreign investor.<br />

Restriction on Issuance and Disposal of<br />

Shares ...........................................................<br />

Pursuant to Section 7, Article III, Part D (First Board Listing)<br />

of the Revised Listing Rules of the PSE, existing<br />

shareholders who own an equivalent of at least 10.0% of<br />

the issued and outstanding Common Shares of the<br />

Company after the Offer have agreed not to sell, assign or<br />

otherwise dispose of their Common Shares for a minimum<br />

period of 180 days after the Listing Date. Star Equities Inc.,<br />

Surewell Equities, Inc. and JTKC Equities, Inc. are covered<br />

by this lock-up requirement.<br />

Furthermore, according to the second paragraph of the<br />

abovementioned Section of the Revised Listing Rules,<br />

existing shareholders, owning shares issued to and fully paid<br />

for by said shareholders within 180 days prior to the start of<br />

the Offer Period and wherein the transaction price is lower<br />

than that of the offer price in the Offer, shall enter into an<br />

agreement with the PSE not to sell, assign, encumber or in<br />

any manner dispose of their shares for a period of three<br />

hundred sixty five (365) calendar days from full payment of<br />

the aforesaid shares. Subject to this further lock-up<br />

requirement are the shares or portion of shares held by Star<br />

Equities Inc., JTKC Equities, Inc., Surewell Equities, Inc,<br />

JPSA <strong>Global</strong> Services, Co. and the participants under the<br />

Company’s Special Stock Purchase Program. A more<br />

detailed discussion on the shares of the Company may be<br />

found on Page 90.<br />

Except for the issuance of Offer Shares pursuant to the<br />

Offer or under the Company’s stock option plans and for<br />

distribution of Common Shares by way of stock dividends,<br />

the PSE will require the Company, as a condition to the<br />

listing of the Offer Shares, not to issue new shares in its<br />

capital or grant any rights to or issue any securities<br />

convertible into or exchangeable for, or otherwise carrying<br />

rights to acquire or subscribe to, any shares in its capital<br />

or enter into any arrangement or agreement whereby any<br />

14


new shares or any such securities may be issued for a<br />

period of 180 days after the Listing Date.<br />

Listing and Trading ..................................... The Offer Shares shall be listed on the PSE under the symbol<br />

[“I”]. Approval has been obtained to list the Offer Shares on<br />

the PSE on September 27, 2007. See “Description of the<br />

Shares.” All of the Common Shares in issue or to be issued<br />

including the Offer Shares are expected to be listed on the<br />

PSE on October 17, 2007. Trading is expected to commence<br />

on the same date.<br />

Dividends....................................................... <strong>iRemit</strong> intends to maintain an annual dividend payment ratio<br />

of up to 20% of its consolidated net income from the<br />

preceding fiscal year, subject to the requirements of the<br />

applicable laws and regulations and the absence of<br />

circumstances which may restrict the payment of such<br />

dividends, such as where the Company undertakes major<br />

projects and developments. <strong>iRemit</strong>’s Board may, at any time,<br />

modify such dividend payout ratio depending upon the results<br />

of operations and future projects and plans of the Company.<br />

Tax Considerations ...................................... See “Taxation” for further information on the tax<br />

consequences of the purchase, ownership and disposition of<br />

the Offer Shares.<br />

Expected Timetable ..................................... The timetable of the Offer is expected to be as follows:<br />

• Start of Offer Period ……..……....9:00 am, October 5, 2007<br />

• Deadline for Submission of<br />

Applications….........................…12:00 nn, October 11, 2007<br />

• End of the Offer Period …......….12:00 nn, October 11, 2007<br />

• Listing Date and commencement of Trading on<br />

the PSE: ......................................................October 17, 2007<br />

The dates included above are subject to market and other<br />

conditions and may be changed.<br />

Risk Factors.................................................. Prospective investors should carefully consider the risks<br />

connected with an investment in the Offer Shares, certain of<br />

which are discussed in the section of this <strong>Prospectus</strong> titled<br />

“Risk Factors.”<br />

15


SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION<br />

The following tables present summary financial information for the Company and should be read in<br />

conjunction with the Auditor’s Reports and the Financial Statements and notes thereto contained in this<br />

<strong>Prospectus</strong> and the sections entitled “Management’s Discussion and Analysis of Financial Condition and<br />

Results of Operations” and “Business” in the <strong>Prospectus</strong>. The summary financial information for the year<br />

ended December 31, 2004, 2005 and 2006, and the six-month period ended June 30, 2007 were derived from<br />

the audited financial statements of the Company. Except for the financial information for the year ended<br />

December 31, 2004 which was prepared in accordance with the accounting principles generally accepted in<br />

the Philippines (GAAP), the financial information for the year ended December 31, 2005 and 2006, and the<br />

six-month period ended June 30, 2007 were prepared in accordance with PFRS, as audited by SGV & Co.<br />

BALANCE SHEET<br />

For the six-month period<br />

ending June 30,<br />

16<br />

Consolidated, as of December 31,<br />

2007 2006 2005 2004<br />

ASSETS<br />

Current Assets<br />

Cash on hand and in banks 633,279,146 360,253,279 177,337,450 145,376,634<br />

Receivables 339,280,100 340,981,899 220,267,386 247,898,232<br />

Other current assets 23,262,755 12,098,598 13,415,694 90,437,228<br />

Total Current Assets<br />

Noncurrent Assets<br />

Investments in subsidiaries and<br />

995,822,001 713,333,776 411,020,530 483,712,094<br />

associates<br />

20,192,954 - - 2,834,088<br />

Property and equipment 18,166,041 12,185,182 10,201,394 9,692,167<br />

Goodwill 105,855,876 4,983,052 - -<br />

Other noncurrent assets 19,090,376 14,690,483 13,309,810 6,850,688<br />

Total Noncurrent Assets 163,305,247 31,858,717 23,511,204 19,376,943<br />

LIABILITIES AND EQUITY<br />

Current Liabilities<br />

1,159,127,248 745,192,493 434,531,734 503,089,037<br />

Beneficiaries and other payables 320,407,662 56,915,129 143,972,116 110,805,469<br />

Interest-bearing loans 312,394,620 495,815,889 141,248,355 264,928,329<br />

Total Current Liabilities<br />

Noncurrent Liability<br />

632,802,282 552,731,018 285,220,471 375,733,798<br />

Retirement liability<br />

Equity Attributable to Equity Holders of<br />

Parent:<br />

4,282,406 2,352,561 1,353,089 -<br />

Capital stock 50,000,000 50,000,000 50,000,000 50,000,000<br />

Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000<br />

Deposits on future stock subscriptions 347,000,000 53,000,000 53,000,000 53,000,000<br />

Retained earnings (deficit) 64,306,234 24,418,276 (17,290,603) (39,730,810)<br />

Cumulative translation adjustment 736,326 (540,481) (1,774) 235,868<br />

522,042,560 186,877,795 145,707,623 123,505,058<br />

Minority interest - 3,231,119 2,250,551 3,850,181<br />

Total Equity 522,042,560 190,108,914 147,958,174 127,355,239<br />

1,159,127,248 745,192,493 434,531,734 503,089,037


STATEMENTS OF INCOME For the six-month<br />

period ending June 30,<br />

17<br />

Consolidated, as of December 31<br />

2007 2006 2005 2004<br />

REVENUE<br />

Delivery fees 142,910,483 233,069,634 164,066,018 86,925,862<br />

Foreign exchange gains - net 83,788,592 125,247,202 87,184,409 66,096,489<br />

Other fees 118,691 462,448 306,977 -<br />

COSTS OF SERVICES<br />

226,817,766 358,779,284 251,557,404 153,022,351<br />

Delivery charges 36,469,021 68,114,594 46,339,606 18,747,268<br />

Bank charges 35,531,369 57,095,938 37,344,574 27,759,761<br />

72,000,390 125,210,532 83,684,180 46,507,029<br />

GROSS INCOME 154,817,376 233,568,752 167,873,224 106,515,322<br />

Salaries, wages and employee benefits 54,539,543 79,519,764 61,848,104 36,330,297<br />

Rental 9,054,149 17,868,977 15,191,681 5,466,814<br />

Marketing 7,819,958 15,284,476 6,759,265 8,930,270<br />

Supplies 5,532,256 7,839,875 4,039,131 3,052,952<br />

Communication, light and water 5,513,871 9,122,963 6,535,352 6,414,853<br />

Professional fees 4,652,162 11,415,492 5,340,006 3,718,527<br />

Depreciation and amortization 3,493,232 6,892,014 4,937,766 4,790,294<br />

Entertainment, amusement and recreation 3,244,305 4,689,787 2,526,984 -<br />

Transportation and travel 2,221,027 7,204,722 3,097,420 -<br />

Bad debts 10,105 3,489,202 57,350 -<br />

Other operating expenses 4,105,451 7,922,891 6,208,173 12,393,642<br />

Other charges – net 11,165,662 19,766,351 21,526,768 10,045,097<br />

Total Operating Expenses 111,351,721 191,016,514 138,068,000 91,142,746<br />

Income Before Tax 43,465,655 42,552,238 29,805,224 -<br />

Provision for Income Tax - 66,098 (122,713) -<br />

NET INCOME<br />

Attributable to:<br />

43,465,655 42,486,140 29,927,937 15,372,576<br />

Equity holders of the Parent Company 39,887,958 41,708,879 31,591,625 14,536,065<br />

Minority interest 3,577,697 777,261 (1,663,688) 836,511<br />

43,465,655 42,486,140 29,927,937 15,372,576<br />

STATEMENTS OF CASH FLOWS<br />

2007 2006 2005 2004<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

Income before tax<br />

Adjustments for:<br />

43,465,655 42,552,238 29,805,224 15,372,576<br />

Interest expense 15,417,063 22,339,223 23,374,760 14,228,476<br />

Depreciation and amortization 3,493,232 6,892,014 4,937,766 4,790,294<br />

Write-off of receivables 3,394,615<br />

Unrealized foreign exchange gain (2,647,873)<br />

Interest income (956,749) (1,111,298) (587,869) (617,169)<br />

Equity in net earnings of an associate<br />

Changes in operating assets and liabilities:<br />

Decrease (increase) in:<br />

550,443<br />

Receivables (100,862,436) (120,714,513) 33,915,925 (78,334,057)<br />

Other current assets<br />

Increase (decrease) in:<br />

(11,164,157) 1,317,096 77,314,491 (87,184,127)<br />

Beneficiaries and other payables 247,937,807 (88,478,943) 15,645,337 34,413,213


Retirement liability 1,929,845 999,472 1,162,251<br />

Cash provided by (used in) operations 199,260,260 (136,204,711) 185,567,885 (99,428,224)<br />

Interest received 956,749 1,111,298 587,869 617,169<br />

Interest paid<br />

Net cash generated by (used in)<br />

(17,038,336) (20,917,267) (23,477,495) (13,375,556)<br />

operating activities 183,178,673 (156,010,680) 162,678,259 (112,186,611)<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

Acquisitions of subsidiaries 36,343,943<br />

Acquisitions of property and equipment (8,775,209) (8,688,361) (3,696,048) (5,482,437)<br />

Proceeds from disposal of property and<br />

equipment<br />

379,384<br />

76,620<br />

(1,249,739)<br />

Acquisition of software (405,215) (1,404,028) (2,081,105)<br />

Increase in other noncurrent assets (6,466,862) (5,944,289) (3,739,166) 584,191<br />

Net cash used in investing activities (20,696,657) (15,657,294) (9,439,699) (6,715,645)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Proceeds from (payment of)<br />

interest-bearing loans (226,073,806) 354,567,534 (123,679,974) 145,078,329<br />

Proceeds from capital infusion 294,000,000<br />

Deposit on future stock<br />

subscriptions 30,000,000<br />

Increase (decrease) in translation<br />

adjustments 16,269 (241,886)<br />

Net cash provided by (used in)<br />

financing activities 67,926,194 354,583,803 (123,921,860) 175,078,329<br />

Net Increase (Decrease) in Cash<br />

on Hand and in Banks 273,025,867 182,915,829 29,316,700 56,176,073<br />

Effects of Exchange Rate<br />

Changes on Cash on Hand and<br />

in Banks 148,383<br />

Increase in translation<br />

adjustments 1,224,343<br />

Cash on Hand and in Banks at<br />

beginning of Year 360,253,279 177,337,450 148,020,750 89,052,178<br />

Cash on Hand and in Banks at<br />

end of Year 633,279,146 360,253,279 177,337,450 145,376,634<br />

EBIT 57,925,969 63,780,163 52,582,099 28,983,883<br />

EBITDA 61,419,201 70,672,177 57,519,865 33,774,177<br />

EBITDA Margin 27% 20% 23% 22%<br />

Gross Margin 68% 65% 67% 70%<br />

DE Ratio (x) 1.22 2.97 1.97 3.04<br />

The 2004 financial information was prepared in accordance with Philippine GAAP and is not directly comparable to the 2005 financial information which<br />

was prepared in accordance with PFRS.<br />

EBIT represents net income after adding provisions for income tax and deducting net finance income (interest income less interest expense).<br />

EBITDA represents net income after adding provisions for income tax, depreciation and amortization and deducting net finance income (interest income<br />

less interest expense).<br />

EBITDA Margin is computed as EBITDA divided by gross revenues.<br />

Gross MarginRatio is computed by dividing Gross Income over Gross Revenue. .<br />

Debt-to-equity ratio is computed as total liabilities divided by total stockholders’ equity (excluding minority interest in a consolidated subsidiary).<br />

Net book value per share is computed as total stockholders’ equity (excluding minority interest in a consolidated subsidiary) divided by the total number of<br />

outstanding shares.<br />

18


RISK FACTORS<br />

Prospective investors should carefully consider the risks described below, in addition to the other information<br />

contained in this <strong>Prospectus</strong>, including the Company’s financial statements and notes relating thereto<br />

included herein, before making any investment decision relating to the Offer Shares. This section does not<br />

purport to disclose all the risks and other significant aspects of investing in the Offer Shares. The Company’s<br />

past performance is not an indication of its future performance. The occurrence of any of the events<br />

discussed below and any additional risks and uncertainties not presently known to the Company or that are<br />

currently considered immaterial could have a material adverse effect on the Company’s business, results of<br />

operations, financial condition and prospects and could cause the market price of the Common Shares to fall<br />

significantly and investors may lose all or part of their investment.<br />

The price of securities can, and do, fluctuate, and the price of an individual security may experience upward<br />

or downward movements, and may even lose all of their value. There is an inherent risk that losses may be<br />

incurred rather than profits made as a result of buying and selling securities. There is an extra risk of losses<br />

when securities are bought from smaller companies. There may be a significant difference between the<br />

buying price and the selling price of these securities.<br />

Investors should seek professional advice regarding any aspect of the securities such as the nature of risks<br />

involved in the trading of securities, and specifically those of high-risk securities. Investors should undertake<br />

independent research regarding the Company and the trading of securities before commencing any trading<br />

activity and may request all publicly available information regarding the Company and the Offer Shares from<br />

the Philippine SEC.<br />

The investment considerations and risks enumerated hereunder are considered to be each of equal<br />

importance.<br />

RISKS RELATING TO THE COMPANY’S BUSINESS/GROWTH<br />

Possible decline in the growth rate of Overseas Filipino Workers deployed<br />

By nature, the remittance industry relies heavily on the quantity of Overseas Filipino Workers (OFWs)<br />

residing abroad and sending money to the Philippines. Over the years, there had been a notable relationship<br />

between the increase in volume of remittances pouring in from the foreign countries and the volume of OFW<br />

deployment. The total number of OFWs deployed in 197 country destinations in 2006 hit a historic-high of<br />

1,062,567, surging by 7.5% from 988,615 recorded in 2005. OFW remittances for the same period similarly<br />

grew by a record-high of 19.4%, from US$10.7 billion in 2005 to US$12.8 billion in 2006. Nonetheless, we<br />

cannot discount any possibility of a decline in the growth rate of OFW deployment in the future which may<br />

hamper the future growth of the remittance industry. The Company has no control over this risk.<br />

Stricter policies on foreign workers in other countries<br />

Both technology and globalization have made possible the faster spread of knowledge and information, and<br />

have served as catalysts for development of many nations in the recent years. This increase in knowledge for<br />

people all over the world has resulted to the increase in the number of students pursuing studies outside their<br />

respective countries as well as in the rise in the number of workers going or being sent overseas for<br />

employment. As a result, some locals in countries flocked by foreign workers have incessantly blamed their<br />

19


inability to land jobs because of the increased number of competition pouring in from the international<br />

market. Following this, the governments of some concerned nations have implemented strict monitoring of<br />

the number of foreign workers entering their respective countries. The Company has no control over this risk.<br />

Intense competition with banks in the remittance business<br />

The Company expects to encounter direct and indirect competition from local and foreign firms offering<br />

remittances both locally and internationally. Some of these firms include banks, financial institutions, money<br />

remittance agencies, and other related institutions which integrate the remittance activity to its core business<br />

structure.<br />

<strong>iRemit</strong> believes that with its customer-centered business model complemented by a flexible and dynamic<br />

structure of the Company, <strong>iRemit</strong> will be able to compete actively in the local and international market by<br />

capitalizing on core business and presence with the high density population of OFWs worldwide. The<br />

Company similarly believes that with its innovative drive, streamlined organization, and efficient cost<br />

structure in its local and foreign operations, it will be able to compete in the global market through the<br />

continuous establishment of foreign offices in strategic and high traffic – high density areas which will in turn<br />

allow it to tap a wider market and consequently deliver high yields of potential profit.<br />

Credit Risks<br />

The nature of the business exposes the Company to potential risk from difficulties in recovering transaction<br />

money from foreign partners. In order to address this, <strong>iRemit</strong> has started to implement a contract that<br />

incorporates a bond and advance payment cover such that the full amount of the transaction will be credited to<br />

<strong>iRemit</strong> prior to their delivery to the beneficiaries.<br />

<strong>iRemit</strong>’s cornerstone of credit risk management is the evaluation of individual potential partners and preferred<br />

associates’ credit worthiness, as well as a close look into the other pertinent aspects of their partners’<br />

businesses which assures the Company of the financial soundness of their partner firms.<br />

Foreign Exchange Volatility<br />

The nature of the business exposes the Company to volatility of its funds and the value of assets, in the form<br />

of foreign currency portfolio, as a result of fluctuations in the foreign exchange rates. As such, the Company<br />

assumes a Value-at-Risk on all its currencies. The Company adopts an aggressive trading and forward<br />

exchange policy to counter foreign exchange rate fluctuations.<br />

The Company makes careful projections of its future asset-liability structures and profit and loss statements.<br />

The capacity for absorbing interest rates risk can also be enhanced by the Company’s capital infusion along<br />

with diligence management of its borrowings. The Company also implemented aggressive trading and<br />

forward exchange policy to counter foreign exchange rate fluctuations.<br />

Technology Risks<br />

The delivery of financial services is characterized by rapid technological change, varying customer<br />

requirements, the introduction of new products and services, and the emergence of new standards. The<br />

Company realizes the potential loss from a breakdown or malfunction of the computer systems as well as<br />

from their misuse of its infrastructure and networks, thus the Company focused heavy emphasis and greater<br />

20


eliance on information systems. In this context, it is important to give greater weight to information security<br />

through increased awareness on the part of the Company’s management and staff with respect to the internal<br />

management of <strong>iRemit</strong>. The Company has put in place resources that will protect its infrastructure and block<br />

illegal external access of appropriate firewalls and application of SSL Encryption technology. Likewise, the<br />

system is designed to be redundant to ensure business continuity of operations and compliance with the antimoney<br />

laundering policy. The system also has parallel servers concurrently operating connected to different<br />

ISP providers to ensure non-disruption of the operations. The Company drew up information security policy<br />

and created the Information Security Committee consisting of heads of relevant departments.<br />

Administrative and Operational Risks<br />

An effective customer service team is necessary to handle client needs and is critical to the Company’s<br />

success. However, the Company’s customer service capacity may be severely constrained at times from<br />

negligence of duty and misdeeds on the part of management and staff.<br />

Recognizing the importance of customer service, the Company has established a Customer Service Support<br />

Team to minimize the risk by ensuring accuracy in the delivery of service and operations. The Company<br />

likewise developed exhaustive examination on administrative and operational processes, the creation of<br />

operational manuals, the improvement of training progress, and in the streamlining and computerization of the<br />

procedures. In addition, the Company implemented a regular review of the administrative and operational<br />

checks by the Audit and Systems & Control Departments. The Company had also set operational direction,<br />

targets and performance measurement accordingly.<br />

The Company’s over-all framework includes the following:<br />

Operational Policies are set in the context of the Mission Statement which is based on the guiding principles<br />

of <strong>iRemit</strong>, explicitly describing the goal of providing excellent service and which includes the process on how<br />

to attain full responsibility and accountability for its people<br />

The Company conducts its operations in adherence to its Operational Policies and to ensure transparency.<br />

Operational Strategies are drawn up, describing specific tasks, objectives, and indicators.<br />

Operational Strategies consist of Basic Operational Strategies which refer to the over-all operations, finances<br />

and organizational capabilities which deals with strategic business areas having a perspective of achieving an<br />

excellent delivery of service<br />

To translate operational strategies into specific activities and preparation of an Annual Business Plan – all of<br />

which are continuously monitored, assessed and evaluated on a monthly basis. At the end of each fixed year,<br />

these strategies are interpreted through the creation of a strategy map which communicates to the people how<br />

they would be able to enhance the quality of operations which will bring about continuity in the delivery of<br />

excellent service.<br />

Dependence on Key Personnel<br />

The Company’s operations will largely depend on its ability to retain the services of existing senior officers<br />

and to attract qualified senior managers and key personnel. The Company ensures that the professional<br />

recruitment program and training will allow them to attract caliber-level professionals from the finance and<br />

information technology industries in addition to marketing and operations professionals. Target hires also<br />

include entrepreneurs with proven track record in the field of financial and consumer institutions. The<br />

separation from the service of any key personnel could have a material adverse effect on the Company’s<br />

21


usiness and financial performance. The Company has adopted a Special Stock Purchase Program to instill<br />

loyalty to reduce risk of key personnel leaving the Company.<br />

Critical positions are covered by employment and training contracts that will allow the Company to plan for<br />

unexpected attrition. The Company also owns the source codes for its operating software, giving it the ability<br />

to replace technical personnel at minimal disruption in operations.<br />

Risk of Power Interruption and Power Failure<br />

Power interruption and power failure can adversely affect the efficient execution of the Company’s<br />

transactions and operations. Currently, all servers and equipment are connected to UPS systems which<br />

provide up to ten (10) minutes of back-up power. This is enough to provide power to the machines until<br />

larger building generators are turned on.<br />

In the event of a total power failure or other disasters, a back-up site will be created which will provide<br />

technical operations. This is designed as part of the Business Continuity Program of the Company.<br />

Execution of Growth Strategy<br />

Some of the markets the Company targets to enter into are countries where it has limited or no operating<br />

experience. It is possible that it may face regulatory, operating and financial challenges which are different<br />

from that it encountered in its existing markets. These and other factors beyond its control may negatively<br />

affect its strategy to establish specific markets. To ensure the continuity of its growth strategy, the Company<br />

undertakes a comprehensive market study before entering into a particular market or expanding within an<br />

existing market.<br />

RISKS RELATING TO THE PHILIPPINES<br />

Economic Risks<br />

The Company’s business prospects and financial performance will largely depend on factors such as inflation,<br />

interest rates, foreign exchange rates, taxation, changes in legislation, among other economic factors that the<br />

Company has no control over.<br />

From mid-1997 to 1999, the economic crisis in Asia adversely affected the Philippine economy, causing a<br />

significant depreciation of the Peso, increases in interest rates, increased volatility and the downgrading of the<br />

Philippine local currency rating and the ratings outlook for the Philippine banking sector. These factors had a<br />

material adverse impact on the ability of many Philippine companies to meet their debt-servicing obligations.<br />

In particular, the significant depreciation of the Peso made it difficult for many Philippine companies with<br />

Peso revenue streams and significant U.S. dollar or other foreign currency-denominated loans or costs to meet<br />

their repayment obligations. While the Philippine economy registered positive economic growth in the period<br />

from 1999 to 2001 as it recovered from the Asian economic crisis, it continues to face a significant budget<br />

deficit, limited foreign currency reserves, a volatile Peso exchange rate and a relatively weak banking sector.<br />

At present, the Philippines is experiencing faster economic growth, bolstered by increased government efforts<br />

in tax administration and collection, higher foreign investment particularly in the mining and service sectors,<br />

and government plans to increase infrastructure spending. The year 2007 bore witness to a strengthening peso<br />

and a bullish stock market, although occasionally dampened by global investment behaviour.<br />

22


Any deterioration in economic conditions in the Philippines as a result of these or other factors, including a<br />

significant depreciation of the Peso or increase in interest rates, could materially adversely affect the<br />

Company’s financial condition and results of operation including its ability to implement the Company’s<br />

business strategy. The Company has no control over this risk.<br />

Political Risks<br />

The financial performance of the Company, as well as its business prospects, may also be influenced by the<br />

general political and peace and order situations in the countries wherein <strong>iRemit</strong> operates as well as the state of<br />

the Philippine economy.<br />

The Philippines has experienced political and military instability over years. From the time that the 21-year<br />

regime of President Ferdinand E. Marcos ended following a peaceful uprising by the Filipinos, the<br />

presidential post has always been ridden with controversies. Following Marcos, Corazon Aquino was<br />

installed as the new president in 1986. The first four (4) years of her term saw seven failed coup d’etat<br />

attempts. When Fidel Ramos took over in 1992, the general situation of the region largely influenced the<br />

relative stability of the country, both politically and economically. The presidential elections of 1998 was won<br />

by Joseph Estrada who, in 2000, faced allegations of corruption. Estrada was later ousted in 2001, resulting<br />

to then-Vice President Gloria Arroyo’s rise to the Presidency.<br />

One of the biggest displays of disapproval of Arroyo’s administration came in 2003 when a group of nearly<br />

300 members of the Armed Forces of the Philippines attempted a coup d’etat and occupied Oakwood<br />

Premiere, a luxury service apartment adjacent to Glorietta mall and situated in the heart of the Makati Central<br />

Business District. The mutineers accused the Arroyo administration of aiding the rebel forces by way of<br />

ammunition supply, masterminding airport and wharf bombings in Davao and planning to declare Martial<br />

Law.<br />

In the 2004 national elections, Gloria Arroyo was elected president for a six-year term. Her appointment as<br />

president was not free of controversy as there were countless allegations that massive fraud occurred during<br />

the election period. Moreover, this issue was intensified when records of Arroyo, military and government<br />

officials, as well as officials from the independent election body, Commission on Elections, went public. On<br />

June 27, 2005, Arroyo admitted her participation in a phone conversation with high-ranking officials from the<br />

government and military, although there was vehement denial that the taped conversations were real. As a<br />

result, numerous members of the Cabinet resigned their posts and, alongside other government officials,<br />

formed opposition groups. These groups led the call for resignation and impeachment of Arroyo. Complaints<br />

for Arroyo’s impeachments were filed with the House of Representatives in 2005 and 2006; however, due to<br />

the large number of pro-administration members of the House, the complaints were continuously rejected. On<br />

February of 2006, Arroyo declared a State of Emergency via Proclamation 107, after security forces thwarted<br />

what they claimed was a plot to overthrow the President. The purported coup d’etat coincided with<br />

demonstrations marking the 20 th anniversary of the “People Power” revolution that toppled former President<br />

Marcos. The President lifted the state of emergency in March 2006. On May 3, 2006, the Supreme Court<br />

ruled that certain acts committed by law enforcement officials in furtherance of Proclamation 1017 were<br />

unconstitutional. There have been media reports that opposition parties, including former members of the<br />

military, continue to call for Arroyo’s resignation. No assurance can be given that the political environment in<br />

the Philippines will stabilize and any political instability in the future may have an adverse effect on the<br />

Company’s business, results of operations and financial conditions.<br />

Further, the Philippines has been subject to an increasing number of terrorist attacks in the past three years.<br />

The Philippine Army has been in conflict with the Abu Sayyaf organization which has been identified as<br />

being responsible for kidnapping and terrorist activities in the Philippines. Recently, there has been a series<br />

23


of bombings in the southern part of the Philippines. Although no one has claimed responsibility for these<br />

attacks, it is believed that the attacks are the work of various separatist groups, including possibly the Abu<br />

Sayyaf organization, which has ties to the Al-Qaeda terrorist network. There can be no assurance that the<br />

Philippines will not be subject to further acts of terrorism in the future. The Company has no control over this<br />

risk.<br />

RISKS RELATING TO THE OFFER<br />

Trading and Liquidity<br />

The Company’s common stock will be traded in the PSE under the listing symbol “I”. Listing and trading of<br />

the Offer Shares, however, is not expected to commence until October 17, 2007, thereby making an<br />

investment in the Offer Shares illiquid before said date.<br />

There can be no assurance that a holder of the Offer Shares will be able to dispose of such Offer Shares in a<br />

timely manner or that a market for the Shares will develop. As a result, a holder of such Offer Shares may not<br />

be able to take full advantage of market gains during periods of share price increases and conversely, may not<br />

be able to limit losses during periods of sharp price declines. The Company has no control over this risk.<br />

Price Volatility<br />

The price of the securities of the Company can and does fluctuate, experiencing upward or downward<br />

movements and may even lose all of their value. There is an inherent risk that losses may be incurred rather<br />

than profits made as a result of buying and selling the securities.<br />

Historical price performance is not a guide of future price performance and there may be a big difference<br />

between the purchase price of the securities and the eventual price at which these securities are sold. The<br />

market price of the Offer Shares will be influenced by, among other things, the Company’s financial position,<br />

results of operations, and overall stock market conditions, as well as Philippine economic, political, and other<br />

factors.<br />

In addition, there will be no trading suspension during the Offer Period. As such, the shares’ price movement<br />

will be dictated by the market. This may result in the market price of the shares falling below that of the<br />

Offer Price. The Company has no control over this risk.<br />

Dividends and Foreign Exchange Fluctuations<br />

Fluctuations in the exchange rate between the Peso and foreign currencies will also affect the foreign currency<br />

equivalent of any cash dividend distributed by the Company, as such dividends will be declared and paid in<br />

Pesos. Under current BSP regulations, in order for a non-resident of the Philippines to obtain foreign<br />

currency from the Philippine banking system for the purpose of repatriating proceeds from the sale of, or<br />

dividends on, Shares, such non-resident’s investment in the Shares must be registered with the BSP or an<br />

authorized custodian bank in the Philippines. Absent such registration with the BSP, non-resident investors in<br />

the Shares are nonetheless freely allowed to obtain foreign exchange from sources other than the Philippine<br />

banking system.<br />

However, any potential restrictions which may be imposed by the BSP, with the approval of the President of<br />

the Philippines, on the availability of foreign exchange may unduly affect the trading of the Company’s<br />

24


Shares and any dividend distribution. As a result, although foreign investors will be able to sell their Shares<br />

on the Exchange, the repatriation of proceeds of sale or dividends, if coursed through the Philippine banking<br />

system, cannot be effected until registration with the BSP has been implemented. The Company will not be<br />

responsible for the registration with the BSP or custodian banks of such non-residents’ subscriptions or<br />

purchases of shares. The Company has no control over this risk.<br />

25


USE OF PROCEEDS<br />

The Company estimates that its net proceeds from the Primary Offer based on an Offer Price of P4.68 per<br />

Offer Share, will be approximately P475,775,072.00 after deducting the applicable underwriting discounts<br />

and commissions and expenses for the Offer payable by the Company. The Company will not receive any<br />

proceeds from the sale of the Secondary Offer Shares by the Selling Shareholders. Taxes, issue management,<br />

underwriting and selling fees and other fees and expenses pertaining to the Secondary Offer will be paid by<br />

the Selling Shareholders.<br />

The actual offer price may be lower than the assumed price. The actual underwriting commissions, discounts,<br />

fees and other Offer-related expenses may likewise vary from the estimated amounts. The assumed Offer<br />

Price and the estimated net proceeds are presented in this Offering document for convenience only.<br />

The Company intends to use the majority of its net proceeds from the Offer to finance, in part, its expansion<br />

in existing and new countries and to cover working capital requirements as well as partially retire some of the<br />

Company’s short-term interest-bearing loans. Further details of the Company’s planned expansion and<br />

increased working capital requirements are broken down as follows, in order of priority, assuming the<br />

maximum and minimum net proceeds to be obtained from the Primary Offer.<br />

Expansion<br />

At an Offer Price<br />

of P4.68 (amount<br />

in PhP)<br />

Expected Timetable<br />

Australia 26,500,000 2007<br />

Hong Kong 12,000,000 2007<br />

Austria 11,000,000 2008<br />

USA 25,200,000 2008<br />

Macau 16,200,000 2008<br />

New Zealand 9,600,000 2008<br />

Italy 20,600,000 2009<br />

Manila 175,170,000 2008-2012<br />

Subtotal 296,270,000<br />

Cash Bond Requirements to set up<br />

foreign offices<br />

83,850,000 2007-2012<br />

Working Capital 81,900,000 2007-2012<br />

Debt Retirement 13,755,072<br />

2007<br />

TOTAL 475,775,072<br />

The foregoing discussion represents a best estimate of the Company’s net proceeds from the Primary Offer<br />

based on current plans and anticipated expenditures. Actual allocation of net proceeds by the Company may<br />

vary from the foregoing discussion as management may find it necessary or advisable to reallocate the net<br />

proceeds within the categories described above.<br />

Net proceeds shall be used to retire debts only when there are surplus proceeds based on the schedule above.<br />

When such proceeds shall be used to pay off debts, the Company shall pay off loan payables, or portions of<br />

the same, to banks with which the Company has existing credit lines, such as: Asia United Bank, East West<br />

Bank, Union Bank of the Philipines and Asiatrust Bank. The retirement of the Company’s debts has the<br />

underlying intention of reducing debt service burden and consequently improving profitability.<br />

26


As of September 30, 2007, the amount of bank debt, interest rate and maturity of the Company’s debts are as<br />

follows:<br />

I-Bank<br />

East West Bank<br />

Particular Imterest Rate Amount (Php) Maturity Date<br />

9.75% 50,000,000.00 Oct. 30, 2007<br />

9.75% 55,000,000.00 Oct. 9, 2007<br />

9.75% 32,000,000.00 Oct. 16, 2007<br />

9.75% 18,000,000.00 Oct. 4, 2007<br />

9.75% 55,000,000.00 Oct. 23, 2007<br />

9.75% 40,000,000.00 Oct. 16, 2007<br />

9.75% 100,000,000.00 Oct. 5, 2007<br />

9.75% 50,000,000.00 Oct. 10, 2007<br />

Asiatrust Bank 9.50% 80,000,000.00 Oct. 4, 2007<br />

Asia United Bank 10.0% 150,000,000.00 Oct. 10, 2007<br />

Land Bank of the Philippines 9.0% 15,000,000.00 Nov. 22, 2007<br />

Total 645,000,000.00<br />

Aside from the proceeds of the offer, no material amount of other funds is necessary to accomplish the<br />

specified purpose/s for which the offering is made.<br />

No part of the proceeds is to be used to reimburse any officer, director, employee or shareholder for service<br />

rendered, assets previously transferred, money loaned or advance or otherwise to the Company.<br />

The Company has no plans of utilizing a material amount of proceeds to be used to acquire assets or finance<br />

the acquisition of other business.<br />

The Company estimates that its total expenses for the Offer will be approximately P26,936,488.00 which is<br />

its assumed expenses for the Offer based on an Offer Price of P4.68, consisting of 76.4% of the following:<br />

Underwriting and selling fees for Offer Shares<br />

<strong>IPO</strong> Tax<br />

Philippine SEC filing and legal research fee<br />

PSE listing and processing fee<br />

Estimated professional fees<br />

Estimated other expenses<br />

Total<br />

27<br />

At the Offer Price of P4.68<br />

(amount in PhP)<br />

P14,151,112.00<br />

P13,160,534.00<br />

P 843,297.00<br />

P 3,003,703.00<br />

P 2,500,000.00<br />

P 1,600,000.00<br />

P35,258,646.00


DIVIDENDS AND DIVIDEND POLICY<br />

The Company’s Board of Directors is authorized to declare dividends. Cash and property dividend<br />

declarations do not require any further approval from the Company’s shareholders. A stock dividend<br />

declaration requires the further approval of shareholders representing not less than two-thirds of the<br />

Company’s outstanding capital stock. Dividends may be declared only from unrestricted retained earnings.<br />

The Company is allowed under the Philippine laws to declare property and stock dividends, subject to certain<br />

requirements.<br />

Record Date<br />

Pursuant to existing Philippine regulations, cash dividends declared by the Company must have a record date<br />

not less than ten (10) days or more than thirty (30) days from the date the cash dividends are declared.<br />

With respect to stock dividends, the record date is to be not less than ten (10) days or more than thirty (30)<br />

days from the date of shareholders’ approval, provided however, that the set record date is not to be less than<br />

ten (10) trading days from receipt by the PSE of the notice of declaration of stock dividend. If no record date<br />

is set, under the Philippine SEC rules the record date will be deemed fixed at fifteen (15) days from the date<br />

of stock dividend declaration. In the event that a stock dividend is declared in connection with an increase in<br />

authorized capital stock, the corresponding record date is to be fixed by the Philippine SEC.<br />

Dividends<br />

The Board of <strong>iRemit</strong> has declared stock dividend worth P43,000,000.00 to its shareholders on July 20, 2007,<br />

which declaration was subsequently ratified and confirmed by the Company’s shareholders during their<br />

annual meeting held on the same date of July 20, 2007, immediately after the Board meeting. The record date<br />

was set on August 19, 2007, thirty (30) days from the date of the approval of the Company’s shareholders.<br />

Upon listing of the Company’s Shares on the PSE pursuant to the Offer, the Company intends to maintain an<br />

annual dividend payment ratio for its Shares of up to 20% of its consolidated net income from the preceding<br />

fiscal year, subject to requirements of the applicable laws and regulations and the absence of circumstances<br />

which may restrict the payment of dividends. Circumstances which could restrict the payment of dividends<br />

include, but not limited to, when the Company undertakes major projects and developments requiring<br />

substantial cash expenditures or when it is restricted from paying dividends by its loan covenants. The<br />

Company’s Board, may, at any time, modify such dividend payout ratio depending upon the results of<br />

operations and future projects and plans of the Company.<br />

28


DETERMINATION OF OFFER PRICE<br />

The Offer Price has been set at P4.68 per Offer Share and was determined through a book-building process<br />

and discussions between the Company, the Selling Shareholders and the Lead Underwriter. As the Offer<br />

Shares have not previously been listed on the PSE, no market price for the Offer Shares could be derived from<br />

day-to-day trading.<br />

The factors considered in determining the Offer Price were, among others, investor demand, the Company’s<br />

ability to generate earnings and cash flow, the Company’s prospects, over-all market conditions at the time of<br />

launch, and the market price of listed comparable regional companies. The Offer Price may not have any<br />

correlation to the actual book value of the Offer Shares.<br />

29


DILUTION<br />

After the completion of the Offer, the existing shareholders will, as a consequence of the dilution of their<br />

respective shareholdings in the Company, own an aggregate of approximately seventy five percent (75%) of<br />

the Company’s oustanding Shares.<br />

30<br />

Pre-Offer Post-Offer<br />

Name Citizenship Holdings Interest Holdings Interest<br />

Star Equities Inc. Filipino 158,418,225 34.81% 158,418,225 28.16%<br />

Surewell Equities, Inc. Filipino 132,000,000 29.00% 122,043,900 21.70%<br />

JTKC Equities, Inc Filipino 127,581,775 28.03% 106,010,225 18.85%<br />

JPSA <strong>Global</strong> Services Co. Filipino 22,000,000 4.83% 20,340,650 3.62%<br />

Others (subscribers under<br />

the SSPP)<br />

14,950,000 3.33% 14,950,000 2.67%<br />

Public (Offer Shares) - - 140,604,000 25.00%<br />

Total 454,950,000 100.00% 562,367,000 100.00%<br />

The dilutive effect of the issuance of the Offer Shares on the abovementioned shareholders prior to the Offer<br />

assumes that the existing shareholders will not subscribe to the Offer Shares.


CAPITALIZATION<br />

The following table sets forth, in accordance with PFRS, the Company’s short and long-term debts,<br />

stockholders’ equity and capitalization as of June 30, 2007 and on a pro-forma adjusted basis to reflect (i) the<br />

increase in authorized capital, (ii) the issuance of new shares, and (iii) the issuance of the Offer Shares at the<br />

Offer Price of P4.68 , after deducting estimated fees and expenses from the Offering.<br />

For purposes of making adjustments to the table below with respect to the Offer, the Company has estimated<br />

that it will receive net proceeds of approximately P475,775,072.00 from the sale of 107,417,000 Primary<br />

Offer Shares after deducting an estimated aggregate amount of underwriting commissions to be received by<br />

the Underwriters and certain other expenses the company expects to incur in connection with the Offering.<br />

This estimate is based on an assumed Offer Price of P4.68 per share.<br />

The actual Offer Price may be lower than the assumed price. The actual underwriting commission, discounts,<br />

fees and other Offer-related expenses may likewise vary from the estimated amounts. The assumed Offer<br />

Price and the estimated amounts used to determine the estimated net proceeds are presented in this document<br />

for convenience only.<br />

The table should be read in conjunction with the Company’s financial statements, including the notes thereto,<br />

included in this <strong>Prospectus</strong> beginning on page 111. Other than as described in this prospectus, there has been<br />

no material change in the Company’s capitalization since its incorporation.<br />

Liabilities:<br />

Beneficiaries and other payables<br />

Interest-bearing loans<br />

Retirement Liability<br />

Total Liabilities<br />

Equity:<br />

Capital Stock<br />

Additional paid-in capital<br />

Deposits on future stock subscriptions<br />

Retained earnings<br />

Cumulative translation adjustment<br />

Total Equity<br />

TOTAL CAPITALIZATION<br />

Note:<br />

Actual<br />

31<br />

As of June 30, 2007<br />

After Cash<br />

Equity Infusion,<br />

Stock Dividends<br />

and SSPP<br />

As Adjusted<br />

(in P) (in P) (in P)<br />

320,407,662<br />

312,394,620<br />

4,282,406<br />

637,084,688<br />

50,000,000<br />

60,000,000<br />

347,000,000<br />

64,306,234<br />

736,326<br />

522,042,560<br />

1,159,127,248<br />

320,407,662<br />

312,394,620<br />

4,282,406<br />

637,084,688<br />

455,000,000<br />

60,000,000<br />

-<br />

64,306,234<br />

736,326<br />

580,042,560<br />

1,217,127,248<br />

320,407,662<br />

312,394,620<br />

4,282,406<br />

637,084,688<br />

562,367,000<br />

428,358,072<br />

-<br />

64,306,234<br />

736,326<br />

1,055,817,632<br />

1,692,902,320<br />

There has not been any material change in our indebtedness or contingent liabilities since June 30, 2007, except as described<br />

in this <strong>Prospectus</strong>.


PLAN OF DISTRIBUTION<br />

Pursuant to the PSE Revised Listing Rules, the Company and the Selling Shareholders shall set aside 20% of<br />

the total Offer Shares for distribution to the PSE Trading Participants of the PSE. In addition, at least 10% of<br />

the total Offer Shares shall be made available to Local Small Investors (“LSI”). LSI is defined in the PSE<br />

Revised Listing Rules as a share subscriber or purchaser who is willing to subscribe or purchase a minimum<br />

board lot or whose subscription or purchase does not exceed P25,000. The Offer Shares to be distributed to<br />

the PSE Trading Participants and the LSI shall be subject to the underwriting commitments of the<br />

Underwriters.<br />

The remaining of the total Offer Shares, at most 70% of the same, shall be sold to the general public. No<br />

shares are designated to be sold to specified persons.<br />

The Offer Shares shall be offered domestically by the Company, initially to the PSE Trading Participants and<br />

LSI. The PSE shall allocate 28,121,000 of the Offer Shares among PSE Trading Participants Each PSE<br />

Trading Participant shall initially be allocated 211,000 Offer Shares and subject to reallocation as may be<br />

determined by the PSE. Prior to the closing of the Offer Period, any allocation of the Offer Shares not taken<br />

up by the PSE Trading Particiapnts and LSI shall be distributed by the Underwriters to their clients or the<br />

general public prior to the close of the Offer Period. All Offer Shares not taken up by the PSE Trading<br />

Participants, LSI, the Underwriters’ client or the general public shall be purchased by the Underwriters.<br />

The Underwriting Agreement is subject to certain conditions and is subject to termination by the Underwriters<br />

if certain circumstances, including force majeure, occur on or before the time the Offer Shares are listed on<br />

the PSE. In addition, the Underwriting Agreement is conditional on the Offer Shares being listed on the PSE<br />

on or before the Listing Date. Under the terms and conditions of the Underwriting Agreement, the Company<br />

and the Selling Shareholders have agreed to jointly and severally indemnify the Underwriters in respect of<br />

any breach of warranty by the Company as contained herein.<br />

To facilitate the Offer, the Company has appointed First Metro Investment Corporation who shall act as the<br />

Lead Underwriter and AB Capital and Investment Corporation and RCBC Capital Corporation as<br />

Participating Underwriters. The Company, the Selling Shareholders and the Underwriters have entered into an<br />

Underwriting Agreement dated October 4, 2007, whereby the Underwriters agreed to underwrite the Offer<br />

Shares on a firm commitment basis.<br />

In consideration of the underwriting commitment and selling effort of the Lead Underwriter, the Company<br />

and the Selling Shareholders shall compensate the Lead Underwriter for services rendered with an<br />

underwriting fee of two per cent (2%) of the gross proceeds of the Offer. All reasonable out-of-pocket<br />

expenses to be incurred by the Lead Underwriter in connection with the Offer shall be for the account of the<br />

Company and the Selling Shareholders.<br />

The Lead Underwriter’s compensation shall be inclusive of the fees to be paid for the services rendered by the<br />

Participating Underwriters and the Trading Participants of the PSE.<br />

The names of the Lead Underwriter and the Participating Underwriters as well as the principal amount and<br />

number of Offer shares subscribed by each are as set out below:<br />

32


Lead Underwriter<br />

33<br />

Principal Amount of<br />

Offer Shares<br />

First Metro Investment Corporation P 618,714,720<br />

Participating Underwriters<br />

Number of<br />

Offer Shares<br />

132,204,000<br />

AB Capital and Investment Corporation P 19,656,000 4.200,000<br />

RCBC Capital Corporation P 19,656,000 4.200,000<br />

First Metro Investment Corporation (“FMIC”), a 98% owned subsidiary of Metropolitan Bank and Trust Co.<br />

(“Metrobank”) is the investment banking arm of Metrobank. FMIC is a leading underwriter and arranger of<br />

loan syndications and issues of debt, equity-linked and equity securities in the Philippine domestic markets<br />

and is the only listed investment bank in the country. FMIC was incorporated in 1972, making it one of the<br />

country’s longest-established investment houses. It is duly licensed to operate as an investment house and was<br />

licensed by the Philippine SEC to engage in the underwriting and distribution of securities to the public on<br />

July 21, 1973. As of December 31, 2006, its total assets amounted to PhP3,900 million and its capital base<br />

amounted to approximately PhP8,300 million. It has an authorized capital stock of PhP8,000 million, with<br />

paid-up capital of approximately PhP4,200 million, as of December 31, 2006.<br />

AB Capital and Investment Corporation is a full-service domestic investment house with capabilities and<br />

strengths in four major areas: corporate finance, fixed-income securities dealership, stock brokerage and fund<br />

management. It is part of the AB Capital Group, a leading Philippine financial services institution focused on<br />

the capital markets. AB Capital was incorporated in the Philippines on January 18, 1980. It has over 25 years<br />

of experience in the management and underwriting of securities as well as in the arrangement of private<br />

placement transactions. It is owned 18.3% by Bacnotan Consolidated Industries, Inc. and 54.2% by<br />

PHINMA. AB Capital’s principal place of business is at 8/F Phinma Plaza, 39 Plaza Drive, Rockwell Center,<br />

Makati City.<br />

RCBC Capital Corporation (“RCBC Capital”) is a leading investment house that provides a wide range of<br />

capital raising and financial advisory services to corporations, financial institutions, and government<br />

institutions. It is a member of the Investment Houses Association of the Philippines. RCBC Capital was<br />

established in 1974 under the name Philippine Pacific Capital Corporation and has consistently been among<br />

the leading investment houses in the Philippines and has been an active participant in the debt and equity<br />

security markets. It is a wholly owned subsidiary of Rizal Commercial Banking Corporation (“RCBC”), one of<br />

the largest universal banks in the Philippines. In fiscal 2006, RCBC Capital’s assets amounted to PhP2,729<br />

million and its stockholders’ equity amounted to approximately PhP2,129 million.<br />

No relation exists between the Lead Underwriter and/or Participating Underwriters and the Company, other<br />

than as stated in the Underwriting Agreement entered into by the parties and as disclosed in this <strong>Prospectus</strong>.<br />

Mr. Ben C. Tiu, a director of the Company, is a member of the advisory board of First Metro Investment<br />

Corporation.<br />

No Underwriter has a contract or other arrangement with the Company by which the Underwriter may put<br />

back to the Company any unsold securities of the Offer.<br />

Interest of Named Experts and Independent Counsel<br />

There are no named experts and independent counsel whose interest exceeds P500,000.


DESCRIPTION OF THE OFFER SHARES<br />

The following is general information relating to the Company’s capital stock but does not purport to be<br />

complete or to give full effect to the provisions of the law and is in all respects qualified by reference to the<br />

applicable provisions of the Company’s amended articles of incorporation and by-laws.<br />

Share Capital<br />

As of the date of this <strong>Prospectus</strong>, the Company has an Authorized Capital Stock of One Billion Pesos<br />

(Php1,000,000,000.00) divided into One Billion (1,000,000,000) unclassified Common Shares with a par<br />

value of Php1.00 per share.<br />

Prior to the Offer, the Company has a total of 454,950,000 issued and unclassified Common Shares. The<br />

Offer Shares of 140,604,000 Common Shares will consist of 107,417,000 Common Shares to be issued out<br />

of the Company’s authorized and unissued capital stock. The Offer Price shall be at P4.68 per share. A total<br />

of 562,417,000 Common Shares will be issued after the completion of the Offer.<br />

The Company has no preferred shares.<br />

There is no provision in the Company’s charter or by-laws that would delay, deter, or prevent a change in<br />

control of the Company.<br />

Prior to the Offer, there has been no public trading market for the Company’s Common Shares.<br />

Pre-emption Rights<br />

The Amended Articles of Incorporation of the Company has denied pre-emptive rights to stockholders. No<br />

stockholder shall have a right to purchase or subscribe to any additional share of the capital stock of the<br />

Company whether such shares of capital stock are now or hereafter authorized, whether or not such stock is<br />

convertible into or exchangeable for any stock of the Company or of any other class, and whether out of the<br />

number of shares authorized by the Amended Articles of Incorporation of the Company, or by any amendment<br />

thereof, or out of shares of the capital stock of any class of the Company acquired by it after the issue thereof;<br />

nor shall any holder of any such stock of any class, as such holder, have any right to purchase or subscribe for<br />

any obligation which the Company may issue or sell that shall be convertible into, or exchangeable for, any<br />

shares of the capital stock of any class of the Company or to which shall be attached or appertain any warrant<br />

or warrants or any instrument or instruments that shall confer upon the owner of such obligation, warrant or<br />

instrument the right to subscribe for, or to purchase from the Company, any shares of its capital stock of any<br />

class.<br />

Recent Sale of Unregistered or Exempt Securities, Including Recent Issuance of Securities Constituting<br />

an Exempt Transaction<br />

On August 21, 2007, the Company distributed stock dividend worth PhP43,000,000.00 to the stockholders on<br />

record as of August 19, 2007. These stockholders were:<br />

JTKC Equities, Inc.<br />

Surewell Equities, Inc.<br />

JPSA <strong>Global</strong> Services Co.<br />

34


The stock dividend declaration was approved by the Board of Directors on July 20, 2007 and was<br />

subsequently approved and ratified by stockholders owning at least two-thirds of the total outstanding capital<br />

stock of the Company on the same date of July 20, 2007 during the annual stockholders’ meeting. The<br />

issuance of the shares as stock dividend was exempt from the SRC registration requirements pursuant to<br />

Section 10.1 (d). The shares were issued at the original par value of One Hundred Pesos (P100.00) per share.<br />

Thereafter, with the approval by the Philippine SEC on August 22, 2007 of the Company’s application to<br />

increase its authorized capital stock to One Billion Pesos (PhP1,000,000,000.00) and to reduce its par value<br />

par share to One Peso (PhP1.00), the Company, on August 23, 2007, issued a total of Two Hundred Ninety<br />

Seven Million (297,000,000) common shares at the reduced par value of One Peso (PhP1.00) out of the<br />

increase in the Company’s authorized capital stock to the following:<br />

JTKC Equities, Inc.<br />

Surewell Equities, Inc.<br />

JPSA <strong>Global</strong> Services Co.,<br />

Star Equities, Inc.<br />

Since no expense was incurred, or no commission, compensation or remuneration was paid or given in<br />

connection with the issuance of the shares, the same was exempt from the SRC registration requirements<br />

pursuant to Section 10.1 (i).<br />

Subsequent to the increase in authorized capital stock, the Company issued a total of 15,000,000 shares out of<br />

its unissued and authorized capital stock on September 20, 2007 to its Directors, key Officers, Employees,<br />

Consultants and Resource Persons under the Special Stock Purchase Plan (“SSPP”).<br />

The foregoing issuance of the 15,000,000 new shares under the SSPP was subject of an application for<br />

exemption from registration of the shares under Section 10.2 of the SRC, which application was granted by<br />

the Philippine SEC on September 13, 2007. The shares were issued at the par value of One Peso (P1.00) per<br />

share and were paid for in cash. One of the employees of the Company who was entitled to 50,000 shares<br />

under the SSPP resigned last September 27, 2007. Under the terms and conditions of the SSPP, should an<br />

officer or employee resign from the Company prior to the expiration of the lock-up period, the share<br />

purchased by such resigning officer or employee shall be purchased at cost by the Company’s Retirement<br />

Fund for the benefit of the Company’s retiring officers or employees. As the Company’s Retirement Fund has<br />

not yet been established, the Company has, in the meantime, bought back these shares and lodged these as<br />

treasury shares. Treasury shares do not form part of the total outstanding shares of the Company. No<br />

underwriter was engaged in connection with the foregoing share issuance. A more detailed discussion on the<br />

SSPP may be found on pages 68 and 69.<br />

Save for the above issuances, the Company has not issued or sold new shares within the past three (3) years<br />

which were not registered pursuant to the requirements of the SRC.<br />

Voting Rights<br />

At each meeting of the shareholders, every shareholder entitled to vote on a particular question or matter<br />

involved shall be entitled to one vote for each share of stock standing in his name in the books of the<br />

Company at the time of closing of the transfer books for such meeting.<br />

35


Dividend Rights of Common Shares<br />

The Company’s board of directors is authorized to declare cash, stock or property dividends or a combination<br />

thereof. A cash or property dividend declaration requires the approval of the Board and no shareholder<br />

approval is necessary. A stock dividend declaration requires the approval of the Board and shareholders<br />

representing at least two-thirds of the Company’s outstanding capital stock. Holders of outstanding shares on<br />

a dividend record date for such shares will be entitled to the full dividend declared without regard to any<br />

subsequent transfer of shares.<br />

Other than statutory limitations, there are no restrictions that limit the Company from paying dividends on<br />

common equity.<br />

Appraisal Rights<br />

As provided for by law, any stockholder shall have a right to dissent and demand payment of the fair value of<br />

his shares in the following instances:<br />

1. In case any amendment of the articles of incorporation has the effect of changing or restricting the rights<br />

of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of<br />

outstanding shares of any class, or of extending or shortening the term of corporate existence;<br />

2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all<br />

of the corporate property and assets as provided in the Corporation Code of the Philippines,<br />

3. In case the Company decides to invest its funds in another corporation or business outside of its primary<br />

purpose; and<br />

4. In case of merger or consolidation.<br />

Stock Transfer Agent<br />

Professional Stock Transfer Inc. shall act as the Stock Transfer Agent for the purpose of authenticating and<br />

registering transfer of the Offer Shares as set forth in the Stock Transfer Agreement.<br />

Debt Securities, Stock Options, Securities Subject to Redemption or Call, and Warrants<br />

There are no debt securities, stock options, securities subject to redemption or call, or warrants to be<br />

registered.<br />

36


Overview<br />

THE COMPANY<br />

I-Remit, Inc. (“<strong>iRemit</strong>” or the “Company”) is a duly registered company in the Philippines engaged in<br />

servicing the remittance needs of the Overseas Filipino Workers (OFWs). The Company was incorporated and<br />

registered with the Philippine SEC on March 5, 2001 and started commercial operations on November 11,<br />

2001. The Company is also the first remittance company registered with the BOI as a New IT Service Firm in<br />

the Field of Information Technology Services (<strong>Remittance</strong> Infrastructure System) on a Non-Pioneer Status<br />

under the Omnibus Investments Code of 1987 which entitles the Company to Income Tax Holiday incentive<br />

for four (4) years and which was later extended to two (2) years to expire on November 11, 2007. The<br />

Company is applying with the Board of Investments (BOI) for the registration of its business operations<br />

pertaining to expansion programs that it will be embarking in the succeeding years. This will entitle the<br />

Company to avail itself of income tax holiday (ITH) incentive on the said expanded portion of its operations<br />

for another three (3) years. The ITH will be based on the incremental values of the Company’s delivery fees<br />

and net foreign exchange gains over a base year to be prescribed by the BOI. The Company is also duly<br />

registered with the Bangko Sentral ng Pilipinas as a <strong>Remittance</strong> Agent and is Anti-Money Laundering Act<br />

(AMLA)-compliant in all of the countries it operates.<br />

The Company’s primary purpose is to engage in fund transfer and remittance services, from abroad into the<br />

Philippines or otherwise, of any form or kind of currencies or monies, either by electronic, telegraphic, wire<br />

or any mode of transfer, deliver such funds either domestically or internationally by providing courier or<br />

freight forwarding services, and to conduct foreign exchange transactions and other allied activities relative<br />

thereto as may be allowed by law. Included in its roster of services is to provide auxiliary services such as<br />

liaising and coordinating with, and accepting and distributing premium payments to various government and<br />

non-government entities such as the Social Security System (SSS), Home Development Mutual Fund<br />

(“HDMF” or “Pag-IBIG Fund”) and Philippine Health Insurance Corporation (“Philhealth”), as well as<br />

various insurance and pre-need companies and real estate companies. (See “Auxiliary Services” under<br />

“Products and Services”.) The Company’s website can be visited www.myiremit.com. The information on<br />

our website is not incorporated by reference into, and does not constitute part of this <strong>Prospectus</strong>.<br />

<strong>iRemit</strong>’s vision is to become the ultimate choice remittance service provider globally and capture a significant<br />

chunk of the huge annual inward remittance by the OFWs all around the world. It will achieve these while<br />

revolutionizing the remittance industry by employing the latest information technology utilizing the internet<br />

platform. Thus, it will be possible to cut down the usual remittance period to as short as minutes up to one (1)<br />

week depending on the area and the chosen service mode. (See “Products and Services”)<br />

37


History<br />

<strong>iRemit</strong>’s original incorporators include iVantage Corporation subscribing to 99.99% of the Company’s capital<br />

stock, while the balance of the company’s shares was subscribed to by several individuals. At present,<br />

beneficial and/or record holders the shareholders of the Company are as follows: Star Equities Inc. (34.82%),<br />

Surewell Equities, Inc. (29.01%), JTKC Equities, Inc. (28.04%), JPSA <strong>Global</strong> Services Co. (4.84%) and<br />

Others (including Directors, Officers and Employees of the Company) (3.33%).<br />

The following are the subsidiaries and affiliates of <strong>iRemit</strong> as of September 30, 2007:<br />

Name<br />

Date of<br />

Incorporation<br />

38<br />

Place of<br />

Incorporation<br />

% held by <strong>iRemit</strong><br />

Lucky Star Management Limited March 16, 2001 Hong Kong 100.00%<br />

International <strong>Remittance</strong> (Canada) Ltd. July 16, 2001 Canada 100.00%<br />

IRemit Singapore Pte Ltd May 11, 2001 Singapore 49.00%<br />

IRemit <strong>Global</strong> <strong>Remittance</strong> Limited June 22, 2001 England 100.00%<br />

IRemit Australia Pty Ltd. December 10, 2002 Australia 100.00%<br />

Worldwide Exchange Pty Ltd. September 29, 2003 Australia 65.00%<br />

IRemit Europe <strong>Remittance</strong> Consulting, AG July 20, 2005 Austria 74.90%<br />

The first international branch of <strong>iRemit</strong>, Lucky Star Management Limited, was opened in Hong Kong in May<br />

2001 and to-date, <strong>iRemit</strong> has four (4) branches located strategically within the territory. In that same year,<br />

<strong>iRemit</strong> started its aggressive global expansion by forging alliances in other major countries with high<br />

concentration of OFWs. In July 2001, <strong>iRemit</strong> forged a tie-up with its Canadian partner, International<br />

<strong>Remittance</strong> (Canada) Ltd, establishing its operations in three (3) major provinces in Canada, namely British<br />

Columbia, Alberta and Ontario. In 2005, <strong>iRemit</strong> acquired 65% ownership in the said company and<br />

subsequently increased to 95% in 2006, and further consolidated its ownership to 100% by the end of June<br />

2007. Also in July 2001, <strong>iRemit</strong> entered its first European partnership in the United Kingdom, and<br />

eventually started the operations of its UK subsidiary, International <strong>Global</strong> <strong>Remittance</strong> Ltd., in January 2003.<br />

It was sold by the Company in 2004 and was repurchased in June 2007. <strong>iRemit</strong> started its second Asian<br />

operations in Singapore through IRemit Singapore Pte. Ltd., which commenced its commercial operations in<br />

October 2001 followed by Taiwan through another tie-up which became operational within the same year.<br />

Australia through a tie-up began operations in September 2002. IRemit Australia Pty. Ltd. was incorporated<br />

in December 2002 and as of June 2007, ownership has been consolidated to 100%. Worldwide Exchange<br />

Pty Ltd. started commercial operations in September 2003. The latest addition to <strong>iRemit</strong>’s operations in<br />

Europe is IRemit Europe <strong>Remittance</strong> Consulting AG which was incorporated in July 2005 and where <strong>iRemit</strong><br />

holds 74.9% ownership


Operations<br />

As of September 30, 2007, <strong>iRemit</strong> currently operates through its 365 branches and tie-ups worldwide,<br />

operating on a 24/7 schedule doing multi-currency trading in 24 countries. The Company’s wide network<br />

coverage of OFW-host countries and several strategic partnerships and tie-ups with various local and<br />

international banks, pawnshops, couriers and mobile phone companies make <strong>iRemit</strong> the largest independent<br />

local remittance company. Please refer to the map below showing the countries where <strong>iRemit</strong> maintains<br />

operations.<br />

Currently, <strong>iRemit</strong> is present in the following countries:<br />

Asia Pacific Europe Middle East North America<br />

Australia Ireland Bahrain Canada<br />

Brunei Spain Israel USA<br />

Hong Kong The Netherlands Jordan Bermuda<br />

Saipan United Kingdom Kuwait<br />

Singapore Austria Lebanon<br />

Taiwan Italy Qatar<br />

Malaysia UAE<br />

New Zealand<br />

39


Development activities of the Company for the past years were worth PhP1.956 Million or 1.28% of the total<br />

Revenues of PhP153.022 Million in 2004 and PhP1.166 Million or 0.46% of the total Revenues of<br />

PhP251.557 Million in 2005. There was no amount expended for development activities in 2006.<br />

By the end of 2007, <strong>iRemit</strong> is expected to start business operations in Macau bringing to 25 countries where<br />

<strong>iRemit</strong> maintains operations.<br />

As of September 30, 2007, the Company’s general expansion plans provide for the opening of both additional<br />

and new branches, which include two (2) additional branches in Australia and one (1) new branch in Macau.<br />

On the other hand, its first venture into the Malaysian market through a tie-up arrangement with an authorized<br />

money remittance company will bring-in an additional ten (10) outlets.<br />

The Company operates in various countries via its company-owned branches or via tie-ups. The former<br />

allows for the Company to own up to 100% of equity while the latter is through agent-partners. Partnership<br />

arrangements are utilized when volume of remittances do not justify setting up a separate branch/es.<br />

The Company likewise operates through pay-out centers where the beneficiaries receive the remitted funds.<br />

These pay-out centers include pawnshops, mobile phone companies and other business establishments that<br />

allow for the Company to provide the widest local distribution network. Currently, pay-out centers of <strong>iRemit</strong><br />

total 2,186 establishments and are expected to grow to 3,000 by end-2007.<br />

Manpower complements per country depends on whether the Company operates as a full-branch or via tie-up.<br />

However, daily operation per branch can be handled through three (3) personnel.<br />

Control Procedures<br />

Foreign Currency<br />

All foreign currency transactions are traded daily with <strong>iRemit</strong>’s bank partners only at prevailing foreign<br />

exchange rates. The daily closing foreign exchange rates shall be the guiding rate in providing the wholesale<br />

and retail rates to foreign offices and agents, respectively.<br />

Credit<br />

All partner agents of <strong>iRemit</strong> are required to provide advance funding in order to fulfill the delivery of any of<br />

its transactions. Advance funding, equivalent to its average daily remittance volume, is deposited to an<br />

<strong>iRemit</strong>-designated bank account which serves as a collateral. All new agents of <strong>iRemit</strong> are required to deposit<br />

this, while existing agents are required to deposit such amount upon renewal of their contract. As a matter of<br />

policy, all foreign offices and agents of <strong>iRemit</strong> are required to settle its accounts within the next banking day,<br />

otherwise the fulfillment or delivery of their remittance transactions will be put on hold.<br />

For door to door deliveries, <strong>iRemit</strong> requires the courier companies to post a cash bond to cover its daily<br />

deliveries to the beneficiaries of the remittances.<br />

Please refer to the list of Products and Services described below.<br />

Products and Services<br />

Bank-to-bank <strong>Remittance</strong><br />

This is a same-day, online crediting to a local bank account in the Philippines. All remittance before 12:00<br />

noon Manila time can be withdrawn by the beneficiaries at any Bancnet, Megalink and Expressnet ATMs on<br />

the same day of remittance transaction.<br />

40


Door-to-Door Delivery<br />

<strong>iRemit</strong> has the widest coverage in delivery reach nationwide in delivering cash remittance to a designated<br />

address through messengers & third-party couriers. Delivery is within the same day for Metro Manila and<br />

Rizal, while next-day delivery is committed by <strong>iRemit</strong> for the following provinces: Batangas, Bulacan,<br />

Cavite, Cebu, Davao, Laguna, La Union, Pampanga, Pangasinan, Tacloban, Tarlac. Other remote areas take<br />

about 2-3 or 10-12 days depending on the location of the beneficiary. USD notes can also be delivered to the<br />

beneficiaries’ doorsteps within 24 hours in Metro Manila.<br />

Notify-to-Pay<br />

<strong>Remittance</strong> can be picked-up by the beneficiary in the Philippines in any of <strong>iRemit</strong>’s 2,186 Designated Pay<br />

Centers nationwide within 24 hours after remitter has sent the money. These designated pay centers number<br />

603 in Metro Manila, 667 in Luzon, 489 in Visayas and 421 in Mindanao. The following are <strong>iRemit</strong>’s<br />

designated pay centers: Union Bank of the Philippines, Tambunting Pawnshop, United Coconut Planters<br />

Bank, Cebuana Lhuillier Pawnshop, AsiaTrust Bank, M. Lhuillier Pawnshop, Sterling Bank of Asia Inc.,<br />

Mindanao Capital Corp., Banco Filipino, Security Bank, Wilmon, Premier Bank and One Network Bank.<br />

Visa Card<br />

<strong>iRemit</strong> Visa Card is a debit and an ATM card in one where remitters can send money in seconds to their<br />

beneficiary’s <strong>iRemit</strong> Visa card in the Philippines. Cardholders can withdraw cash in more than 4,000 Bancnet,<br />

Megalink and Expressnet ATMs in the Philippines as well as any Visa ATMs worldwide. As a debit card,<br />

cardholders can use the <strong>iRemit</strong> Visa card directly to pay for purchases in any of the 12 million Visa-affiliated<br />

business establishments worldwide. <strong>iRemit</strong> Visa Card is in partnership with Visa and Chinatrust Bank while<br />

Visa Electron Card is in partnership with Visa and Standard Chartered Bank.<br />

Auxiliary Services<br />

<strong>iRemit</strong> is authorized to accept from Filipinos from abroad their payments to the following government<br />

agencies and corporate entities: SSS, OWWA, Pag-IBIG Fund, Philhealth; Loyola Plans; Platinum plans;<br />

Confed Properties; Surewell Equities; Robinsons Homes; Dynamic Realty; Regent Pearl; PA Alvarez Realty;<br />

San Marco Realty; CHMI Land; Phinma Property; Film Builders; NJR Realty; RJLHINET Development;<br />

Pueblo de Oro Developers, Homeowners Development Corp.; Nippon Credit Co., Inc.; and Kabalikat ng<br />

OFW.<br />

SMS via Globe G-cash, Smart Padala<br />

Beneficiaries can encash remittances in more than 5,000 Smart & Globe encashment centers and ATMs<br />

nationwide once they receive it on their mobile phone. They can also go on cashless shopping in G-cash and<br />

Smart affiliated business establishments.<br />

<strong>iRemit</strong> Direct Online <strong>Remittance</strong> System (iDOL)<br />

iDOL is <strong>iRemit</strong>’s first internet-based remittance service to the Philippines. It aims to offer a convenient and<br />

secure remittance service to Filipinos everywhere who have access to a personal computer and the Internet.<br />

Through iDOL, customers can pay and send their money online (credit cards) or through any iDOL bank<br />

account.<br />

Aside from the above, The Company has no publicly-announced new product or service.<br />

41


Fees<br />

<strong>iRemit</strong> derives its income from its transaction in the form of (1) service fees, and on the (2) spread on the<br />

applicable foreign exchange rate for each conversion of any remittance to the Philippines. Service fees cover<br />

all logistics and operational expenses of the Company and its partner or tie-up company. These fees vary per<br />

country of operation depending on competition and existing foreign exchange situation. Timing of the<br />

remittance is likewise considered in applying a foreign exchange factor.<br />

Organization and Corporate Structure<br />

The following diagram sets forth the corporate structure of <strong>iRemit</strong>:<br />

Corporate Sales and<br />

Marketing<br />

Product and Brand<br />

Management<br />

Ads and<br />

Promo<br />

Product<br />

Development<br />

Graphic Design<br />

Corporate Sales<br />

Executive Office and<br />

Corporate Services<br />

Market Management Service Operations<br />

Division<br />

Asia Pacific<br />

Offices<br />

Middle East<br />

Offices<br />

North America<br />

Offices<br />

Europe Offices<br />

Call Center<br />

Processing<br />

Service Fulfillment<br />

Card Operations<br />

Auxiliary Services<br />

Customer Support<br />

Board of Directors<br />

Executive Committee<br />

Chairman and CEO<br />

President and COO<br />

42<br />

Corporate Planning,<br />

Budget and Compliance<br />

Finance Human Capital<br />

Management<br />

Corporate Treasury<br />

Cash Management<br />

Operations Liquidity<br />

Cash Operations<br />

Treasury Relationship<br />

Mgmt<br />

International Treasury<br />

Controllership<br />

Manila Accounting<br />

Foreign Office<br />

Accounting<br />

Systems and<br />

Methods<br />

Internal Audit<br />

Planning and<br />

Acquisition<br />

Compensation<br />

and Benefits<br />

People Relations<br />

Management<br />

Performance<br />

Management<br />

HRIS<br />

Training & Organization<br />

Development<br />

Training<br />

Development Mngt.<br />

Counseling Services<br />

OD Interventions<br />

Information<br />

Technology<br />

Software<br />

Development<br />

Network and<br />

Technical<br />

Support<br />

Internal Audit - conducts financial and operations audit, audit of foreign offices and provides an independent<br />

and objective assurance and consulting activity designed to add value and improve the Company's operations;<br />

Executive Office and Corporate Services - services the executive needs of the directors & top management,<br />

liaises with foreign offices and attends to corporate needs of the personnel in the organization e.g. the<br />

purchase of office equipment and supplies, liaison & messengerial assistance and security services;<br />

Corporate Planning, Budget & Compliance – handles all matters on corporate planning, budget management<br />

and expense monitoring, and AMLA/CDD (KYC) Compliance;<br />

Market Management – in-charge of foreign offices & agent management and the interactive customer support<br />

unit;


Corporate Sales & Marketing Division – handles product and brand management (corporate branding, ads and<br />

promotions, creatives) and corporate sales;<br />

Service Operations Division – composed of Processing (extracts remittance info from FOs, and prepares &<br />

distributes documents to departments.), Service Fulfillment (monitors & updates transactions, monitors<br />

remittances distributed to couriers), Card Operations (in-charge of co-branded Visa Debit Card services),<br />

Customer Support, Operations Support to Foreign Offices, and Auxiliary Services;<br />

Finance Division – composed of Corporate Treasury (operations liquidity, cash management, treasury<br />

relationship management, cash), International Treasury (trading operations, foreign currency administration),<br />

Controllership (records business financial transactions, provides the management with financial<br />

information/reports, composed of Manila Accounting Department, Foreign Office Department &<br />

Systems/Methods Department);<br />

Information Technology Department - Software Development & Network and Technical Support;<br />

Human Capital Management Department - HR Planning and Acquisition, Performance Management,<br />

Compensation and Benefits, People Relations Management, Performance Management, and HRIS;<br />

Training and Organization Development Department - Training, Development Management, OD Intervention,<br />

and Career Counselling Services<br />

Manpower<br />

As of September 30, 2007, the present number of employees and the anticipated increase in the number of<br />

employees of the Company within the ensuing twelve (12) months are as follows:<br />

Present Anticipated<br />

Administrative 24 0<br />

Sales & Marketing 25 4<br />

Finance 47 0<br />

Information<br />

Technology<br />

43<br />

10 2<br />

Service Operations 77 15<br />

Total No. of<br />

Employees 183 21<br />

There are no employees subject to Collective Bargaining Agreements (CBA) and there are no employees who<br />

have been on strike in the past three (3) years. <strong>iRemit</strong>’s supplemental benefits or incentive arrangements with<br />

its employees are: Profit-sharing based on performance and company income; Car Plan for Vice President


and up available every five (5) years or cash conversion equivalent less depreciation payable in equal monthly<br />

installments for five (5) years; and Non-Cash benefits in the form of Medicard coverage and Prulife Insurance<br />

coverage.<br />

Principal Shareholders and Management<br />

Below are the principal stockholders of <strong>iRemit</strong> as of September 30, 2007:<br />

Name of Stockholder Address Ownership in <strong>iRemit</strong> Owners<br />

Star Equities Inc. 2/F JTKC Center, 2155<br />

Pasong Tamo, Makati<br />

City, Metro Manila<br />

Surewell Equities, Inc. 690-A Qurino Avenue,<br />

Tambo, Parañaque City,<br />

Metro Manila<br />

JTKC Equities, Inc. 2/F JTKC Center, 2155<br />

Pasong Tamo, Makati<br />

City, Metro Manila<br />

JPSA <strong>Global</strong> Services Co. 919B Broadview Tower,<br />

Mayhaligue corner<br />

Masangkay Sts., Sta.<br />

Cruz, Manila<br />

44<br />

34.81% JTKC Equities, Inc. – 99.999998%<br />

Ruben C. Tiu – 1 share<br />

Dexter Y. Tiu – 1 share<br />

Alexander Y. Tiu – 1 share<br />

John Y. Tiu, Jr. – 1 share<br />

Evelyn T. Lim – 1 share<br />

29.00% Confed Properties, Inc. – 43.38%<br />

Bansan C. Choa – 28.90%<br />

Isabelita L. Choa – 25.60%<br />

Irwin Bryan L. Choa – 1.30%<br />

Yim Yim C. Cheng – 0.22%<br />

Siu Hoo D. Co – 0.60%<br />

28.03% Ben C. Tiu – 12.31%<br />

Ruben C. Tiu – 12.31%<br />

Jerry C. Tiu – 12.31%<br />

Dexter Y. Tiu – 12.31%<br />

Alexander Y. Tiu – 12.31%<br />

John Y. Tiu, Jr. – 12.31%<br />

Grace Y. Tiu – 7.69%<br />

Rosalinda T. Yap – 6.15%<br />

Evelyn T. Lim – 6.15%<br />

Manuela T. Tee – 6.15%<br />

4.83% Gilbert C. Gaw – 50%<br />

Mary Lou Tan Oliveros – 50%<br />

Others Various 3.33% Subscribers under the SSPP,<br />

inclusive of treasury shares.


Board of Directors and Senior Management<br />

Bansan C. Choa Chairman of the Board and Chief Executive Officer<br />

Harris Edsel D. Jacildo President and Chief Operating Officer<br />

Adolfo S. Suzara Independent Director and Chairman of the Executive Committee<br />

Gregorio T. Yu Independent Director and Chairman of the Audit Committee<br />

Calixto V. Chikiamco Independent Director<br />

Gilbert C. Gaw Director<br />

Jose Joel Y. Pusta Director<br />

A. Bayani K. Tan Director<br />

Ben C. Tiu Director<br />

Ruben C.Tiu Director<br />

John Y. Tiu, Jr. Director<br />

Ismael S. Reyes Senior Vice President and Head, Market Management<br />

Elizabeth G. Yao Senior Vice President and Head, Service & Operations<br />

Bernadette Cindy C. Tiu First Vice President and Chief Finance Officer<br />

Ronald C. Santos Vice President and Head, International Treasury<br />

Alma C. Santiago Corporate Secretary<br />

Michelle B. San Buenaventura Asst. Corporate Secretary<br />

Jose C.Maceda III Compliance Officer<br />

The Company’s Strategy<br />

The Company’s strategy is focused on creating a global brand for <strong>iRemit</strong> by (1) identifying and tapping a<br />

wider customer base and (2) maintaining its status in the country as the leading and preferred choice of OFWs<br />

for their remittance requirements. The Company will still continue to find alternative ways of delivery<br />

channels and improve speed and reliability through wider and faster delivery network, and will increase its<br />

strategic alliances with various banks and establishments in tapping a wider customer base.<br />

Key elements of the Company’s strategies are as follows:<br />

• Utilize technological advances in increasing value for money of products and services to customers<br />

• Implement product prioritization and differentiation;<br />

• Increase strategic alliances with banks with limited or no remittance business; and<br />

• Increase partnerships with various establishments to act as pay stations.<br />

45


The Company’s Strengths<br />

Customer service and extensive marketing campaigns in the foreign offices and tie-ups contributed to the<br />

growth of the Company. Being the Philippines’ biggest Filipino-owned non-bank remittance company<br />

utilizing advanced technologies to ensure fast, secure and efficient data transfer, the Company is able to<br />

provide the widest and most diversified remittance services to as much as 700,000 OFWs across the globe.<br />

Competition<br />

<strong>iRemit</strong> is engaged in the money remittance business which is a sunrise industry. The compounded annual<br />

growth rate (CAGR) of the OFW remittances from 2001 to 2006 is 16%. Per BSP data, the OFWs<br />

remittances in billion of USD were: 6.1 in 2001, 6.9 in 2002, 7.6 in 2003, 8.6 in 2004, 10.7 in 2005, and 12.8<br />

in 2006. It is projected to hit USD14.0 billion in 2007. <strong>iRemit</strong> offers diversified remittance services such as<br />

credit to bank account, Door-to-Door delivery, Notify & Pay or Pick-up, Visa Card (a debit and ATM card in<br />

one), SMS (Smart Padala & Globe G-Cash) and auxiliary services (i.e., premium &/or loan payments to SSS,<br />

Philhealth, Pag-IBIG Fund, real estate companies, other private companies). As of September 30, 2007,<br />

<strong>iRemit</strong> maintains operations in 24 countries (i.e., in Australia, Brunei, Hong Kong, Saipan, Singapore,<br />

Taiwan, Ireland, Spain, The Netherlands, United Kingdom, Austria, Italy, Bahrain, Israel, Jordan, Kuwait,<br />

Lebanon, Qatar, UAE, Canada, USA, Bermuda, Malaysia and New Zealand).<br />

The Company competes principally in terms of pricing and service efficiency with banks and other money<br />

remittance companies. Banks such as Bank of the Philippine Islands (BPI), Metrobank, Philippine National<br />

Bank (PNB), Banco de Oro (BDO) and Rizal Commercial Banking Corporation (RCBC) are very strong<br />

competitors financially with their huge working capital and are mostly present in the countries where <strong>iRemit</strong><br />

operates. Locally, the Company likewise competes with international remittance companies such as Western<br />

Union and Money Gram. Other competition comes from private local companies which are usually cargo<br />

companies or small players that are operating in few countries.<br />

<strong>iRemit</strong> is able to effectively compete against its competitors due to its various tie-ups with most local and<br />

foreign banks, its flexibility in expanding to other markets, its relatively faster decision-making process and<br />

its strategies which differ from country-to-country depending on who the competitors are.<br />

Dependence on a Single or Few Customers<br />

<strong>iRemit</strong> is not dependent upon a single customer or a few customers. It is in a retail business and there are no<br />

large corporate clients. <strong>iRemit</strong>’s major customers are the OFWs and Filipino migrants upon which the money<br />

remittance industry is entirely dependent. <strong>iRemit</strong> has a Memorandum of Agreement with each of its tie-ups<br />

abroad which are automatically renewed unless terminated by either party.<br />

Transactions with and/or Dependence on Related Parties<br />

The Company has transactions with four (4) of its subsidiaries and two (2) of its affiliates abroad (i.e.,<br />

remittance centers that accept remittance transactions from its customers, mostly OFWs, in Asia-Pacific,<br />

Europe and North America). These transactions primarily consist of delivery services for a fee.<br />

The Company is not dependent on any of these subsidiaries or affiliates.<br />

46


The <strong>Remittance</strong> Process – thru <strong>iRemit</strong> own branches<br />

47


The <strong>Remittance</strong> Process – thru <strong>iRemit</strong> tie-ups and agents<br />

48


Intellectual Property Rights<br />

Licenses are held by <strong>iRemit</strong>’s subsidiaries and affiliates which are registered in their host countries in Hong<br />

Kong, Singapore, Australia, Canada, England and Austria. The said licenses have no expiration dates but are<br />

subject to compliance with mandatory reportorial requirements. Licensing in Singapore, USA and Middle<br />

East are all restricted by the countries of operations.<br />

The following are <strong>iRemit</strong>’s Trademarks application, which, except for the “iREMIT” name and logo that are<br />

presently being used for its corporate identity, might have future effects in its operations if the number of<br />

transactions using the said trademarks would increase significantly:<br />

• iREMIT Name & Logo<br />

Dated Filed: 20 January 2004<br />

Application No.: 4-2004-0000529<br />

Status: Awaiting issuance of Certificate<br />

• iLOAD<br />

Dated Filed: 16 June 2004<br />

Application/Registration No.: 4-2004-0005251<br />

Date of Reg.: 21 January 2006<br />

Term of Reg.: 10 years<br />

Status: Certificate of Registration dated 21 January 2006 was issued<br />

• iTRAVEL<br />

Dated Filed: 16 June 2004<br />

Application/Registration No.: 4-2004-0005252<br />

Date of Reg.: 01 October 2005<br />

Term of Reg.: 10 years<br />

Status: Certificate of Registration dated 21 January 2006 was issued<br />

• iPAY<br />

Dated Filed: 16 June 2004<br />

Application/Registration No.: 4-2004-0005253<br />

Date of Reg.: 01 October 2005<br />

Term of Reg.: 10 years<br />

Status: Certificate of Registration dated 21 January 2006 was issued<br />

49


• iDOL<br />

Dated Filed: 08 July 2004<br />

Application No.: 4-2004-0006066<br />

Status: Awaiting issuance of Certificate<br />

To secure the licensing rights, <strong>iRemit</strong> ensures compliance with the reportorial requirements of the host<br />

countries.<br />

Government Regulation<br />

The Company does not need any government approval for its principal products or services.<br />

Governments of some concerned nations have implemented strict monitoring of the number of foreign<br />

workers entering their respective countries because some of their locals have incessantly blamed their<br />

inability to land jobs to the increased number of competition pouring in from the international market. By<br />

nature, the remittance industry relies heavily on the quantity of OFWs residing abroad and sending money to<br />

the Philippines. Any possibility of a decline in the growth rate of OFW deployment in the future which may<br />

hamper the future growth of the remittance industry cannot be discounted.<br />

Major Risks<br />

RISKS RELATING TO THE COMPANY’S BUSINESS/GROWTH<br />

Possible decline in the growth rate of Overseas Filipino Workers deployed<br />

By nature, the remittance industry relies heavily on the quantity of Overseas Filipino Workers (OFWs)<br />

residing abroad and sending money to the Philippines. Over the years, there had been a notable relationship<br />

between the increase in volume of remittances pouring in from the foreign countries and the volume of OFW<br />

deployment. The total number of OFWs deployed in 197 country destinations in 2006 hit a historic-high of<br />

1,062,567, surging by 7.5% from 988,615 recorded in 2005. OFW remittances for the same period similarly<br />

grew by a record-high of 19.4%, from US$10.7 billion in 2005 to US$12.8 billion in 2006. Nonetheless, we<br />

cannot discount any possibility of a decline in the growth rate of OFW deployment in the future which may<br />

hamper the future growth of the remittance industry. The Company has no control over this risk.<br />

Stricter policies on foreign workers in other countries<br />

Both technology and globalization have made possible the faster spread of knowledge and information, and<br />

have served as catalysts for development of many nations in the recent years. This increase in knowledge for<br />

people all over the world has resulted to the increase in the number of students pursuing studies outside their<br />

respective countries as well as in the rise in the number of workers going or being sent overseas for<br />

employment. As a result, some locals in countries flocked by foreign workers have incessantly blamed their<br />

inability to land jobs because of the increased number of competition pouring in from the international<br />

market. Following this, the governments of some concerned nations have implemented strict monitoring of<br />

the number of foreign workers entering their respective countries. The Company has no control over this risk.<br />

50


Intense competition with banks in the remittance business<br />

The Company expects to encounter direct and indirect competition from local and foreign firms offering<br />

remittances both locally and internationally. Some of these firms include banks, financial institutions, money<br />

remittance agencies, and other related institutions which integrate the remittance activity to its core business<br />

structure.<br />

<strong>iRemit</strong> believes that with its customer-centered business model complemented by a flexible and dynamic<br />

structure of the Company, <strong>iRemit</strong> will be able to compete actively in the local and international market by<br />

capitalizing on core business and presence with the high density population of OFWs worldwide. The<br />

Company similarly believes that with its innovative drive, streamlined organization, and efficient cost<br />

structure in its local and foreign operations, it will be able to compete in the global market through the<br />

continuous establishment of foreign offices in strategic and high traffic – high density areas which will in turn<br />

allow it to tap a wider market and consequently deliver high yields of potential profit.<br />

Credit Risks<br />

The nature of the business exposes the Company to potential risk from difficulties in recovering transaction<br />

money from foreign partners. In order to address this, <strong>iRemit</strong> has started to implement a contract that<br />

incorporates a bond and advance payment cover such that the full amount of the transaction will be credited<br />

to <strong>iRemit</strong> prior to their delivery to the beneficiaries.<br />

<strong>iRemit</strong>’s cornerstone of credit risk management is the evaluation of individual potential partners and preferred<br />

associates’ credit worthiness, as well as a close look into the other pertinent aspects of their partners’<br />

businesses which assures the Company of the financial soundness of their partner firms.<br />

Foreign Exchange Volatility<br />

The nature of the business exposes the Company to volatility of its funds and the value of assets, in the form<br />

of foreign currency portfolio, as a result of fluctuations in the foreign exchange rates. As such, the Company<br />

assumes a Value-at-Risk on all its currencies. The Company adopts an aggressive trading and forward<br />

exchange policy to counter foreign exchange rate fluctuations.<br />

The Company makes careful projections of its future asset-liability structures and profit and loss statements.<br />

The capacity for absorbing interest rates risk can also be enhanced by the Company’s capital infusion along<br />

with diligence management of its borrowings. The Company also implemented aggressive trading and<br />

forward exchange policy to counter foreign exchange rate fluctuations.<br />

Technology Risks<br />

The delivery of financial services is characterized by rapid technological change, varying customer<br />

requirements, the introduction of new products and services, and the emergence of new standards. The<br />

Company realizes the potential loss from a breakdown or malfunction of the computer systems as well as<br />

from their misuse of its infrastructure and networks, thus the Company focused heavy emphasis and greater<br />

reliance on information systems. In this context, it is important to give greater weight to information security<br />

through increased awareness on the part of the Company’s management and staff with respect to the internal<br />

management of <strong>iRemit</strong>. The Company has put in place resources that will protect its infrastructure and block<br />

illegal external access of appropriate firewalls and application of SSL Encryption technology. Likewise, the<br />

system is designed to be redundant to ensure business continuity of operations and compliance with the anti-<br />

51


money laundering policy. The system also has parallel servers concurrently operating connected to different<br />

ISP providers to ensure non-disruption of the operations. The Company drew up information security policy<br />

and created the Information Security Committee consisting of heads of relevant departments.<br />

Administrative and Operational Risks<br />

An effective customer service team is necessary to handle client needs and is critical to the Company’s<br />

success. However, the Company’s customer service capacity may be severely constrained at times from<br />

negligence of duty and misdeeds on the part of management and staff.<br />

Recognizing the importance of customer service, the Company has established a Customer Service Support<br />

Team to minimize the risk by ensuring accuracy in the delivery of service and operations. The Company<br />

likewise developed exhaustive examination on administrative and operational processes, the creation of<br />

operational manuals, the improvement of training progress, and in the streamlining and computerization of<br />

the procedures. In addition, the Company implemented a regular review of the administrative and operational<br />

checks by the Audit and Systems & Control Departments. The Company had also set operational direction,<br />

targets and performance measurement accordingly.<br />

The Company’s over-all framework includes the following:<br />

Operational Policies are set in the context of the Mission Statement which is based on the guiding principles<br />

of <strong>iRemit</strong>, explicitly describing the goal of providing excellent service and which includes the process on how<br />

to attain full responsibility and accountability for its people<br />

The Company conducts its operations in adherence to its Operational Policies and to ensure transparency.<br />

Operational Strategies are drawn up, describing specific tasks, objectives, and indicators.<br />

Operational Strategies consist of Basic Operational Strategies which refer to the over-all operations, finances<br />

and organizational capabilities which deals with strategic business areas having a perspective of achieving an<br />

excellent delivery of service.<br />

To translate operational strategies into specific activities and preparation of an Annual Business Plan – all of<br />

which are continuously monitored, assessed and evaluated on a monthly basis. At the end of each fixed year,<br />

these strategies are interpreted through the creation of a strategy map which communicates to the people how<br />

they would be able to enhance the quality of operations which will bring about continuity in the delivery of<br />

excellent service.<br />

Dependence on Key Personnel<br />

The Company’s operations will largely depend on its ability to retain the services of existing senior officers<br />

and to attract qualified senior managers and key personnel. The Company ensures that the professional<br />

recruitment program and training will allow them to attract caliber-level professionals from the finance and<br />

information technology industries in addition to marketing and operations professionals. Target hires also<br />

include entrepreneurs with proven track record in the field of financial and consumer institutions. The<br />

separation from the service of any key personnel could have a material adverse effect on the Company’s<br />

business and financial performance. The Company has adopted a Special Stock Purchase Program to instill<br />

loyalty to reduce risk of key personnel leaving the Company.<br />

52


Critical positions are covered by employment and training contracts that will allow the Company to plan for<br />

unexpected attrition. The Company also owns the source codes for its operating software, giving it the ability<br />

to replace technical personnel at minimal disruption in operations.<br />

Risk of Power Interruption and Power Failure<br />

Power interruption and power failure can adversely affect the efficient execution of the Company’s<br />

transactions and operations. Currently, all servers and equipment are connected to UPS systems which<br />

provide up to ten (10) minutes of back-up power. This is enough to provide power to the machines until<br />

larger building generators are turned on.<br />

In the event of a total power failure or other disasters, a back-up site will be created which will provide<br />

technical operations. This is designed as part of the Business Continuity Program of the Company.<br />

Execution of Growth Strategy<br />

Some of the markets the Company targets to enter into are countries where it has limited or no operating<br />

experience. It is possible that it may face regulatory, operating and financial challenges which are different<br />

from that it encountered in its existing markets. These and other factors beyond its control may negatively<br />

affect its strategy to expand within its existing markets or establish new markets. These may have a material<br />

adverse effect on its prospects and future results of operations.<br />

RISKS RELATING TO THE PHILIPPINES<br />

Economic Risks<br />

The Company’s business prospects and financial performance will largely depend on factors such as inflation,<br />

interest rates, foreign exchange rates, taxation, changes in legislation, among other economic factors that the<br />

Company has no control over.<br />

From mid-1997 to 1999, the economic crisis in Asia adversely affected the Philippine economy, causing a<br />

significant deprecation of the Peso, increases in interest rates, increased volatility and the downgrading of the<br />

Philippine local currency rating and the ratings outlook for the Philippine banking sector. These factors had a<br />

material adverse impact on the ability of many Philippine companies to meet their debt-servicing obligations.<br />

In particular, the significant depreciation of the Peso made it difficult for many Philippine companies with<br />

Peso revenue streams and significant U.S. dollar or other foreign currency-denominated loans or costs to meet<br />

their repayment obligations. While the Philippine economy registered positive economic growth in the period<br />

from 1999 to 2001 as it recovered from the Asian economic crisis, it continues to face a significant budget<br />

deficit, limited foreign currency reserves, a volatile Peso exchange rate and a relatively weak banking sector.<br />

At present, the Philippines is experiencing faster economic growth, bolstered by increased government efforts<br />

in tax administration and collection, higher foreign investments particularly in the mining and service sectors,<br />

and government plans to increase infrastructure spending. The year 2007 bore witness to a strengthening<br />

peso and a bullish stock market, although occasionally dampened by global investment behaviour.<br />

Any deterioration in economic conditions in the Philippines as a result of these or other factors, including a<br />

significant depreciation of the Peso or increase in interest rates, could materially adversely affect the<br />

Company’s financial condition and results of operation including its ability to implement the Company’s<br />

business strategy. The Company has no control over this risk.<br />

53


Political Risks<br />

The financial performance of the Company, as well as its business prospects, may also be influenced by the<br />

general political and peace and order situations in the countries wherein <strong>iRemit</strong> operates as well as the state of<br />

the Philippine economy.<br />

The Philippines has experienced political and military instability over years. From the time that the 21-year<br />

regime of President Ferdinand E. Marcos ended following a peaceful uprising by the Filipinos, the<br />

presidential post has always been ridden with controversies. Following Marcos, Corazon Aquino was<br />

installed as the new president in 1986. The first four (4) years of her term saw seven failed coup d’etat<br />

attempts. When Fidel Ramos took over in 1992, the general situation of the region largely influenced the<br />

relative stability of the country, both politically and economically. The presidential elections of 1998 was won<br />

by Joseph Estrada who, in 2000, faced allegations of corruption. Estrada was later ousted in 2001, resulting<br />

to then-Vice President Gloria Arroyo’s rise to presidency.<br />

One of the biggest displays of disapproval of Arroyo’s administration came in 2003 when a group of nearly<br />

300 members of the Armed Forces of the Philippines attempted a coup d’etat and occupied Oakwood<br />

Premiere, a luxury service apartment adjacent to Glorietta mall and situated in the heart of the Makati Central<br />

Business District. The mutineers accused the Arroyo administration of aiding the rebel forces by way of<br />

ammunition supply, masterminding airport and wharf bombings in Davao and planning to declare Martial<br />

Law.<br />

In the 2004 national elections, Gloria Arroyo was elected president for a six-year term. Her appointment as<br />

president was not free of controversy as there were countless allegations that massive fraud occurred during<br />

the election period. Moreover, this issue was intensified when records of Arroyo, military and government<br />

officials, as well as officials from the independent election body, Commission on Elections went public. On<br />

June 27, 2005, Arroyo admitted her participation in phone conversation with high-ranking officials from the<br />

government and military, although there was vehement denial that the taped conversations were real. As a<br />

result, numerous members of the Cabinet resigned their posts and, alongside other government officials,<br />

formed opposition groups. These groups led the call for resignation and impeachment of Arroyo. Complaints<br />

for Arroyo’s impeachments were filed with the House of Representatives in 2005 and 2006; however, due to<br />

the large number of pro-administration members of the House, the complaints were continuously rejected. On<br />

February of 2006, Arroyo declared a State of Emergency via Proclamation 107, after security forces thwarted<br />

what they claimed was a plot to overthrow the President. The purported coup d’etat coincided with<br />

demonstrations marking the 20th anniversary of the “People Power” revolution that toppled former President<br />

Marcos. The President lifted the state of emergency in March 2006. On May 3, 2006, the Supreme Court<br />

ruled that certain acts committed by law enforcement officials in furtherance of Proclamation 1017 were<br />

unconstitutional. There have been media reports that opposition parties, including former members of the<br />

military, continue to call for Arroyo’s resignation. No assurance can be given that the political environment in<br />

the Philippines will stabilize and any political instability in the future may have an adverse effect on the<br />

Company’s business, results of operations and financial conditions.<br />

Further, the Philippines has been subject to an increasing number of terrorist attacks in the past three years.<br />

The Philippine Army has been in conflict with the Abu Sayyaf organization which has been identified as<br />

being responsible for kidnapping and terrorist activities in the Philippines. Recently, there has been a series<br />

of bombings in the southern part of the Philippines. Although no one has claimed responsibility for these<br />

attacks, it is believed that the attacks are the work of various separatist groups, including possibly the Abu<br />

Sayyaf organization, which has ties to the Al-Qaeda terrorist network. There can be no assurance that the<br />

Philippines will not be subject to further acts of terrorism in the future. The Company has no control over this<br />

risk.<br />

54


CORPORATE GOVERNANCE<br />

On June 22, 2007, the Board approved and adopted the Company’s Manual on Corporate Governance<br />

(“Manual”) in order to monitor and assess the level of <strong>iRemit</strong>’s compliance with leading practices on good<br />

corporate governance as specified in Philippine SEC Memorandum Circular No.2 Series of 2002 or the Code<br />

of Corporate Governance.<br />

Together with the adoption of its Manual, the Company shall establish an evaluation system, which will<br />

ensure that directors, officers, and employees of the Company shall comply with all the leading practices and<br />

principles on good corporate governance as embodied in the Manual, in SEC Memorandum Circular No.2,<br />

Series of 2002, as well as in other relevant SEC Circulars and rules on good corporate governance. The<br />

Company shall further establish appropriate performance self-rating assessment and performance evaluation<br />

system to determine and measure compliance with its Manual of Corporate Governance.<br />

The Company is unaware of any non-compliance with or deviation from the leading practice on good<br />

corporate governance and its adopted Manual. The Company will monitor compliance with the SEC Rules on<br />

Corporate Governance, and shall remain committed in ensuring the adoption of other systems and practices of<br />

good corporate governance to enhance its value for its shareholders.<br />

Pursuant to principles of good corporate governance, the Company currently has three (3) independent<br />

directors. As used in Section 38 of the Securities Regulations Code, an independent director is a person who,<br />

apart from his fees and shareholdings, is independent of management and free from any business or other<br />

relationship which could, or could reasonably be perceived to, materially interfere with his exercise of<br />

independent judgment in carrying out his responsibilities as a director in the Company. Each independent<br />

director of <strong>iRemit</strong> shall submit to the Corporate Secretary a letter of confirmation stating that he holds no<br />

interest affiliated with the Company, management or the Company’s substantial shareholders at the time of his<br />

election or appointment and/or re-election as a director.<br />

The three current independent directors of <strong>iRemit</strong> are Messrs. Adolfo S. Suzara, Gregorio T. Yu and Calixto V.<br />

Chikiamco.<br />

Committees of the Board<br />

In aid of good corporate governance, the Company’s Board created each of the following committees and<br />

appointed board members thereto during the organizational meeting of the Board on July 20, 2007. Each<br />

member of the respective committees named below began holding office on July 20, 2007 and will serve until<br />

his successor shall have been duly elected and qualified.<br />

Audit Committee<br />

The Audit Committee is responsible for assisting the Board in its fiduciary responsibilities by providing an<br />

independent and objective assurance to <strong>iRemit</strong>’s management and shareholders of the continuous<br />

improvement of its risk management systems, business operations and the proper safeguarding and use of its<br />

resources and assets. It ensures that the Board is taking appropriate corrective action in addressing control and<br />

compliance functions with regulatory agencies.<br />

<strong>iRemit</strong>’s Audit Committee provides a general evaluation of and assistance in the overall improvement of its<br />

risk management, control and governance processes. The Audit Committee shall have no less than three (3)<br />

members and be composed of at least two (2) independent directors, one of whom shall serve as the<br />

55


Committee’s Chairman. <strong>iRemit</strong>’s Audit Committee reports to the Board and shall meet at least once every<br />

quarter. <strong>iRemit</strong>’s Audit Committee Chairman is Mr. Gregorio T. Yu (independent), who serves with Messrs.<br />

Bansan C. Choa, John Y. Tiu and Calixto V. Chikiamco (independent).<br />

Remuneration and Compensation Committee<br />

The Remuneration and Compensation Committee is responsible for objectively recommending a formal and<br />

transparent framework of remuneration and evaluation for the members of its Board and its key executives to<br />

enable them to run <strong>iRemit</strong> successfully. It will be responsible for providing oversight of remuneration of<br />

senior management and other key personnel and ensuring that compensation is consistent with our culture,<br />

strategy and control environment.<br />

<strong>iRemit</strong>’s Remuneration and Compensation Committee is composed of three (3) members from the Board, two<br />

of whom are independent directors. <strong>iRemit</strong>’s Remuneration and Compensation Committee reports directly to<br />

<strong>iRemit</strong>’s Board. <strong>iRemit</strong>’s Remuneration and Compensation Committee consists of Messrs. Adolfo S. Suzara<br />

(independent), Bansan C. Choa and Gregorio T. Yu (independent).<br />

Nomination Committee<br />

The Nomination Committee is responsible for providing its shareholders with an independent and objective<br />

evaluation and assurance that the membership of its Board is competent and will foster its long-term success<br />

and secure its competitiveness. It will likewise be responsible for the review and evaluation of the<br />

qualifications of all persons nominated to positions requiring appointment by the Board and the assessment of<br />

the Board’s effectiveness in directing the process of renewing and replacing Board members. .<br />

The By-laws of the Company requires that all nominations for directors shall be submitted to the Nomination<br />

Committee by any stockholder of record on or before January 30 of each year to allow the Nomination<br />

Committee sufficient time to assess and evaluate the qualifications of the nominees. All recommendations for<br />

the nomination of independent directors shall be signed by the nominating stockholders together with the<br />

acceptance and conformity by the would-be nominees.<br />

<strong>iRemit</strong>’s Nomination Committee is composed of three (3) members from the Board, including two<br />

independent directors and one non-voting director in the person of the HR Director/Manager. <strong>iRemit</strong>’s<br />

Nomination Committee reports directly to its Board and meets whenever necessary to review and evaluate the<br />

qualifications of all persons nominated to the Board as well as those nominated to other positions requiring<br />

appointment by the Board and provide assessment on the Board’s effectiveness in directing the process of<br />

renewing and replacing Board members. <strong>iRemit</strong>’s Nomination Committee consists of Messrs. Adolfo S.<br />

Suzara (independent), Bansan C. Choa, and Calixto V. Chikiamco (independent).<br />

56


Title of<br />

Class<br />

SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL SHAREHOLDERS<br />

As of September 30, 2007, the following table sets forth certain information regarding ownership of the<br />

Company’s outstanding capital stock before and after the <strong>IPO</strong>:<br />

Name and<br />

Address of<br />

Record Owner<br />

Common Star Equities Inc.<br />

2/F JTKC<br />

Center, 2155<br />

Pasong Tamo,<br />

Makati City,<br />

Metro Manila<br />

Common Surewell<br />

Equities, Inc.<br />

690-A Qurino<br />

Avenue,<br />

Tambo,<br />

Parañaque City,<br />

Metro Manila<br />

Common JTKC Equities,<br />

Inc.<br />

2/F JTKC<br />

Center, 2155<br />

Pasong Tamo,<br />

Makati City,<br />

Metro Manila<br />

Common JPSA <strong>Global</strong><br />

Services Co.<br />

919B<br />

Broadview<br />

Tower,<br />

Mayhaligue cor.<br />

Masangkay Sts.,<br />

Sta. Cruz,<br />

Manila<br />

Name of<br />

Beneficial<br />

Owner<br />

Citizenship<br />

57<br />

No. of<br />

Shares Held<br />

Pre-<strong>IPO</strong> Post-<strong>IPO</strong><br />

%<br />

No. of<br />

Shares Held<br />

Star Equities Inc. Filipino 158,418,225 34.821% 158,418,225 28.170%<br />

Surewell<br />

Equities, Inc.<br />

JTKC Equities,<br />

Inc.<br />

JPSA <strong>Global</strong><br />

Services Co.<br />

Common Others Includes<br />

subscribers<br />

under the SSPP<br />

and treasury<br />

shares.<br />

Filipino 132,000,000 29.014% 122,043,900 21.702%<br />

Filipino 127,581,775 28.043% 106,010,225 18.851%<br />

Filipino 22,000,000 4.836% 20,340,650 3.617%<br />

14,950,000 3.286% 14,950,000 2.658%<br />

Common Public 140,604,000 25.002%<br />

TOTAL 454,950,000 100.0% 562,367,000 100.0%<br />

%


SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL OWNERS OF MORE THAN<br />

10% OF THE COMPANY’S SECURITIES<br />

Title of<br />

Class<br />

Name and<br />

Address of<br />

Record Owner<br />

Common Star Equities Inc.<br />

2/F JTKC<br />

Center, 2155<br />

Pasong Tamo,<br />

Makati City,<br />

Metro Manila<br />

Common Surewell Equities,<br />

Inc.<br />

690-A Qurino<br />

Avenue, Tambo,<br />

Parañaque City,<br />

Metro Manila<br />

Common JTKC Equities,<br />

Inc.<br />

Voting Trust Holders<br />

2/F JTKC<br />

Center, 2155<br />

Pasong Tamo,<br />

Makati City,<br />

Metro Manila<br />

Name of<br />

Beneficial<br />

Owner<br />

Star Equities<br />

Inc.<br />

Surewell<br />

Equities, Inc.<br />

JTKC<br />

Equities, Inc.<br />

Citizenship<br />

58<br />

Pre-<strong>IPO</strong> Post-<strong>IPO</strong><br />

No. of Shares<br />

Held<br />

%<br />

No. of Shares<br />

Held<br />

Filipino 158,418,225 34.821% 158,418,225 28.170%<br />

Filipino 132,000,000 29.014% 122,043,900 21.702%<br />

Filipino 127,581,775 28.043% 106,010,225 18.851%<br />

There are no persons holding more than 5% of Common Shares under a voting trust or similar agreement.<br />

Changes in Control<br />

There are no arrangements which may result in a change in control of the Company.<br />

%


SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT<br />

The following table shows the shares beneficially owned by the directors and executive officers of the<br />

Company as of September 30, 2007:<br />

Title of Class Name of Beneficial<br />

Owner<br />

Amount and nature of<br />

beneficial ownership<br />

59<br />

Citizenship Percent<br />

of Class<br />

Common Bansan C. Choa 849,190 Direct Filipino 0.00<br />

Common Harris Edsel D. Jacildo 795,490 Direct Filipino 0.00<br />

Common Adolfo S. Suzara 1,245,490 Direct Filipino 0.00<br />

Common Gregorio T. Yu 520,040 Direct Filipino 0.00<br />

Common Calixto V. Chikiamco 520,040 Direct Filipino 0.00<br />

Common Gilbert C. Gaw 882,885 Direct Filipino 0.00<br />

Common Jose Joel Y. Pusta 100,100 Direct Filipino 0.00<br />

Common A. Bayani K. Tan 520,040 Direct Filipino 0.00<br />

Common Ben C. Tiu 450,150 Direct Filipino 0.00<br />

Common Ruben C.Tiu 450,150 Direct Filipino 0.00<br />

Common John Y. Tiu, Jr. 450,150 Direct Filipino 0.00<br />

Common Alma C. Santiago 50,000 Direct Filipino 0.00


Board of Directors and Executive Officers<br />

MANAGEMENT AND SHAREHOLDERS<br />

The overall management and supervision of the Company is undertaken by the Board. The Company’s<br />

executive officers and management team cooperate with the Board by preparing appropriate information and<br />

documents concerning the Company’s business operations, financial condition and results of operations for its<br />

review.<br />

The present members of the Board of Directors (“Board”) and Officers of the Company were elected during<br />

the annual stockholders’ meeting last July 20, 2007. The term of each director and/or officer shall be until the<br />

next stockholders’ meeting in July 2008.<br />

The table below sets forth the members of the Company’s Board and its executive officers as of the date of<br />

this <strong>Prospectus</strong>.<br />

Name Age Position Citizenship<br />

Bansan C. Choa 53 Director, Chairman and CEO Filipino<br />

Adolfo S. Suzara 58 Independent Director Filipino<br />

Chairman – Executive Committee<br />

Harris Edsel D. Jacildo 45 Director, President and COO Filipino<br />

Calixto V. Chikiamco 57 Independent Director Filipino<br />

Gilbert C. Gaw 57 Director Filipino<br />

Jose Joel Y. Pusta 54 Director Filipino<br />

A. Bayani K.Tan 52 Director Filipino<br />

Ben C. Tiu 55 Director Filipino<br />

Ruben C. Tiu 52 Director Filipino<br />

John Y. Tiu, Jr. 30 Director Filipino<br />

Gregorio T. Yu 49 Independent Director Filipino<br />

Chairman – Audit Committee<br />

Alma C. Santiago 32 Corporate Secretary Filipino<br />

Michelle B. San Buenaventura 28 Assistant Corporate Secretary Filipino<br />

60


The table below sets forth <strong>iRemit</strong>’s executive officers as of the date of this <strong>Prospectus</strong>:<br />

Name Position<br />

Bansan C. Choa Chairman and Chief Executive Officer<br />

Harris Edsel D. Jacildo President and Chief Operating Officer<br />

Elizabeth G. Yao Senior Vice President – Service and Operations<br />

Ismael S. Reyes Senior Vice President – Market Management<br />

Bernadette Cindy C. Tiu First Vice President and Chief Finance Officer<br />

Ronald C. Santos Vice President – International Treasury<br />

Bansan C. Choa<br />

Director, Chairman and CEO<br />

Mr. Choa, 53 years old, Filipino, has served as Chairman and CEO of <strong>iRemit</strong>, Inc. since 2005. He has served<br />

<strong>iRemit</strong> as a Director since 2002.<br />

He has been involved in various businesses in the areas of manufacturing, construction and property<br />

development. To date, Mr. Choa sits on the Board of several privately owned companies to wit: Confed<br />

Properties, Inc, as Chairman (1991 to the present), Surewell Equities, Inc. as Chairman (2001 to the present),<br />

Sterling Bank of Asia Inc. as Director and Chairman of the Loan Committee (2006 to present), GMA Rural<br />

Bank of Cavite as Shareholder (1997 to present), Banwood Construction Center as Treasurer (1976 to the<br />

present), Flexi Woodworks, Inc. as Chairman (1993 to the present), Sure Fortune Properties, Inc. as Chairman<br />

(2001 to present). He is also involved in several companies incorporated and operating overseas such as:<br />

Surewell Enterprises Ltd., and Lucky Star Management Ltd. in Hong Kong and Surewell Equities Singapore<br />

PTE Ltd. in Singapore.<br />

Mr. Choa, a licensed real estate broker, is also active in the real property development and property<br />

management field and continues to serve on the Board of several housing and real property development<br />

organizations such as the Organization of Socialized Housing Developers (Vice President, 2001 to the<br />

present) and the Subdivision and Housing Developers Association (Chairman, 2004, Board Member, 2000 to<br />

the present), an active member of the National Real Estate Association and sits as Chairman on the Ways and<br />

Means Committee of the Philippine Retirement, Inc. (2007). He is also involved in Kabalikat ng Migranteng<br />

Pilipino, Inc., a non-stock non-profit organization which serves the Filipino Overseas Worker Community, as<br />

Treasurer and member of the Board of Trustees (2003 to the present) and MILK Foundation as member of the<br />

Board of Trustees.<br />

He was also one of the finalists for the 2006 Entrepreneur of the Year, an award given out yearly to<br />

outstanding entrepreneurs by Ernst and Young.<br />

Mr. Choa holds a Masters of Business Administration Degree (Ateneo Graduate School of Business, 1985).<br />

He is a Bachelor of Science Major in Commerce graduate from the De LaSalle University (Class of 1974). He<br />

is a certified public accountant and a member of the Philippine Institute of Certified Public Accountants and<br />

was connected with the accounting firm of Sycip Gorres Velayo and Co. from 1974 to 1976.<br />

61


Adolfo S. Suzara<br />

Director (Independent), Chairman – Executive Committee<br />

Mr. Suzara, 58 years old, Filipino, has been serving as Director and Chairman of the Executive Committee of<br />

<strong>iRemit</strong>, Inc. since 2001. He served on the board of various companies engaged in diverse lines of business, to<br />

wit: Nexus Technologies, Inc. (Director and Member of the Executive Committee, 1995 to present), Wordtext<br />

Systems, Inc. (Director and Member of the Executive Committee, 2003 to present), Webb Fontaine Pilipinas,<br />

Inc. (Director and President, 2005 to present), iVantage Corporation (Director and Member of the Executive<br />

and Audit Committees, 2001-2006), Yehey Corporation (Director, 2002-2005), e-Business Services, Inc.<br />

(Director, 2002-2005), WS Pacific Publications, Inc. (Director, 1996 to present), Philippine Microshop<br />

International, Inc. (Chairman and President, 1989 to present), Microshop Subic, Inc. (Chairman, 2001 to<br />

present), Zhangzhou Stronghold Steel Works Co., Ltd. (Director, 2005 to present) and Sterling Bank of Asia<br />

Inc. (Director, Chairman – Bids and Awards Committee, 2006 to present).<br />

He also served with the government initially in 1993 as a consultant to the Commissioner of the Bureau of<br />

Customs and subsequently in 1998 as Deputy Commissioner in charge of the Management Information<br />

System and Technology Group. Mr. Suzara also served as a consultant to the Commissioner of the Bureau of<br />

Internal Revenue from 2003 to 2005.<br />

He has been active in several professional and civic associations the most recent of which are: International<br />

Visitor Program-Philippines Alumni Foundation, Inc. (Chairman, Board of Trustees, 2005 to present), an<br />

organization of past participants of the US government’s International Visitor Program whose members do<br />

volunteer work in the Philippines, Foundation for Revenue Enhancement (Trustee, 2004 to present) and the<br />

Public Finance Institute of the Philippines (Trustee, 2007 to present).<br />

Mr. Suzara holds a Bachelor of Arts, Major in Economics degree from the Ateneo de Manila University<br />

(Class of 1972) and a Master in Business Management (Candidate) from the Asian Institute of Management.<br />

Harris E. D. Jacildo<br />

Director, President and COO<br />

Mr. Jacildo, 45 years old, Filipino, has been serving as Director and President and COO of <strong>iRemit</strong>, Inc. since<br />

2002. He is also a Director of the Sterling Bank of Asia Inc. and the <strong>iRemit</strong> <strong>Global</strong> <strong>Remittance</strong> Ltd. (United<br />

Kingdom). Additionally, Mr. Jacildo is a Trustee of Kabalikat ng Migranteng Pilipino (KAMPI), a non-stock<br />

non-profit organization that serves the Filipino Overseas Workers Community. He also serves as a Director<br />

of the Association of Philippine Private <strong>Remittance</strong> Services, Inc. (APPRISE), an organization of registered<br />

non-bank money remittance companies in the Philippines.<br />

Prior to joining <strong>iRemit</strong> in 2002, Mr. Jacildo worked in the banking industry for 20 years. He was initially in<br />

the field of information technology from 1982 to 1991, first with the Pacific Banking Corporation and then<br />

with the Rizal Commercial Banking Corporation. In 1991, he transferred to the newly-formed overseas<br />

remittance division of RCBC where he headed the TeleMoney Domestic Marketing unit until 1995. After this,<br />

he was appointed Area Head for Asia Pacific Operations of the TeleMoney Division until 2002.<br />

Mr. Jacildo holds a BS Applied Economics degree from the De La Salle University (Class of 1982). He<br />

attended and completed in 1991 the Basic Management Program at the Asian Institute of Management.<br />

62


Calixto V. Chikiamco<br />

Director (Independent)<br />

Mr. Chikiamco, 57 years old, Filipino, has been a Director of <strong>iRemit</strong>, Inc. since 2002. A former columnist<br />

with the Manila Standard and Manila Times, Mr. Chikiamco has authored two books (“Reforming the<br />

System” and “Why We Are Who We Are”) and was the former Chairman of the Foundation for Economic<br />

Freedom, Inc. He won the Best Business Columnist Award in 2001 by the Catholic Mass Media Awards.<br />

He is President and Founder of MRM Studios, Inc., Director of UPCC Securities, Inc., Director for Golden<br />

Sunrise, Inc., Director for the Institute for Development Economics and Research (IDEA) and a Property<br />

Rights consultant with the Ateneo Center for Economic Research and Development.<br />

Mr. Chikiamco is involved in several professional and civic organizations such as the Foundation for<br />

Economic Freedom, where he sits on the board as one of the Directors, a member of the Philippine Internet<br />

Commerce Society and the Syracuse University Alumni Association. He is also an active member of the<br />

Rotary Club of Manila.<br />

He also holds a Master in Professional Studies in Media Administration from Syracuse University in<br />

Syracuse, New York and a Bachelor of Arts, Major in Economics degree from the De La Salle University<br />

where he graduated Summa Cum Laude.<br />

Gilbert C. Gaw<br />

Director<br />

Mr. Gaw, 57 years old, Filipino, has been a Director of <strong>iRemit</strong> since 2002. Mr. Gaw is a businessman<br />

engaged in the steel manufacturing industry and is Director of Treasure Steelworks Corp. (2004 to the<br />

present) and Zhangzhou Stronghold Steel Works Co., Ltd. (2005 to the present). He is also a partner in JPSA<br />

<strong>Global</strong> Services (2003 to the present), a courier service company.<br />

Mr. Gaw holds a Bachelor of Science in Electronics and Communication from the University of the East.<br />

Jose Joel Y. Pusta<br />

Director<br />

Mr. Pusta, 54 years old, Filipino, has been a Director of <strong>iRemit</strong> since 2002. To date, he is the Corporate<br />

Secretary and a member of the Board of Trustees of Kabalikat ng Migranteng Pilipino, a non-stock non-profit<br />

organization that serves the needs of the Filipino Overseas Community. Mr. Pusta also serves on the Board of<br />

Trustees as President of Kassel Condominium Corporation. He is a Director and Vice President of Confed<br />

Properties, Inc. and has worked mostly as auditor for firms like Universal Robina Corporation, Metro Media<br />

Times Corporation, Manila Midtown Hotel Inc., Robinson’s Inc., Litton Mills Inc., and CFC Corporation. He<br />

also worked as Semi-Senior Auditor for Sycip Gorres Velayo and Co.<br />

He holds a Bachelor of Science in Commerce, Major in Accounting from the University of San Carlos in<br />

Cebu City (Class of 1974). Mr. Pusta also has earned units in the Master in Business Administration program<br />

of the Ateneo Graduate School of Business.<br />

63


Atty. A. Bayani K. Tan<br />

Director<br />

Atty. Tan, 52 years old, Filipino, was the Corporate Secretary of <strong>iRemit</strong> from 2001 until 2004 and a Director<br />

since May 2007. He is currently a Director, Corporate Secretary or both of the following reporting<br />

companies: Belle Corporation (1994-present), First Abacus Financial Holdings Corp. (1994present),<br />

Sinophil Corporation (1993-present), TKC Steel Corporation (starting February 2007), Pacific<br />

Online Systems Corporation (since May 2007), Tagaytay Highlands International Golf Club, Inc. (1993present),<br />

The Country Club at Tagaytay Highlands, Inc. (1995-present), and Tagaytay Midlands Golf Club,<br />

Inc. (1997-present), The Spa and Lodge at Tagaytay Highlands, Inc. (1999-present), iVantage Corporation<br />

(1993-present), Destiny Financial Plans, Inc. (2003-present), Philequity Fund, Inc. (1997-present),<br />

Philequity Money Market Fund, Inc. (2000-present), Philequity PSE Index Fund, Inc. (1999-present), and<br />

Philequity Dollar Income Fund., Inc. (1999-present).<br />

Mr. Tan is also the Corporate Secretary and a Director of Sterling Bank of Asia Inc. since December 2006. He<br />

is also a Director, Corporate Secretary, or both for the following private companies: City Cane Corporation,<br />

Destiny LendFund, Inc., Herway, Inc., and Highlands Gourmet Specialist Corp. He is Corporate Secretary for<br />

Goodyear Steel Pipe Corporation, Hella-Phil., Inc., JTKC Equities, Inc., Star Equities Inc., Metro Manila Turf<br />

Club, Inc., Oakridge Properties, Inc., Winstone Industrial Corp., Winsteel Manufacturing Corp., Discovery<br />

Country Suites, Inc., The Discovery Leisure Company, Inc., Yehey! Corporation, Belle Bay City Corporation<br />

and E-Business Services, Inc. He is also Director and Corporate Secretary for Monte Oro Resources &<br />

Energy, Inc., FHE Properties, Inc., Club Asia, Inc., and Yehey! Money, Inc. Atty. Tan is Managing Partner of<br />

the law offices of Tan Venturanza Valdez (1989 to present) and Managing Director/President of Shamrock<br />

Development Corporation and Starmaker, Inc. He is currently the legal counsel of Xavier School, Inc.<br />

In the past, Atty. Tan was Director and Corporate Secretary of APC Group, Inc. and Clearwater Country Club,<br />

Inc. and Corporate Secretary for International Exchange Bank and Eastern Telecommunications Philippines,<br />

Inc. and Assistant Corporate Secretary and Legal Counsel of the Philippine Stock Exchange.<br />

Atty. Tan holds a Master of Laws degree from New York University USA (Class of 1988) and earned his<br />

Bachelor of Laws degree from the University of the Philippines (Class of 1980) where he was a member of<br />

the Order of the Purple Feather (U.P. College of Law Honor Society) and ranked ninth in his class. Atty. Tan<br />

passed the bar examinations in 1981 where he placed sixth. He has a Bachelor of Arts major in Political<br />

Science degree from the San Beda College (Class of 1976) from where he graduated Class Valedictorian and<br />

was awarded the medal for Academic Excellence.<br />

Ben C. Tiu<br />

Director<br />

Mr. Tiu, 55 years old, Filipino, served as Chairman and CEO of <strong>iRemit</strong> from 2001 till 2004 and as Director<br />

from May 2007 to the present. Mr. Tiu is also Chairman of the Board of Sterling Bank of Asia Inc. and TKC<br />

Steel Corporation, President of JTKC Equities, Inc., and Union Pacific Ace Industries Inc. Mr. Tiu is the<br />

Chairman of The Discovery Leisure Co., the group behind Discovery Suites Hotel, The Country Suites at<br />

Tagaytay and Discovery Shores Boracay. He is also Executive Vice President of Hotel System Asia, Inc.,<br />

JTKC Realties Corporation and Executive Vice President and Treasurer of Aldex Realty Corporation,<br />

Treasurer of TERA Investments, Inc.. Mr. Tiu is also the Chairman and Corporate Nominee in the Philippine<br />

Stock Exchange of Fidelity Securities, Inc. and formerly the Vice Chairman of the Board and Chairman of the<br />

Executive Committee of International Exchange Bank.<br />

64


He holds a Masters in Business Administration from the Ateneo de Manila University and a degree in<br />

Mechanical Engineering from Loyola Marymount University, USA.<br />

Ruben C. Tiu<br />

Director<br />

Mr. Tiu, 52 years old, Filipino, was Director of <strong>iRemit</strong> from 2002 till 2004 and again from May 2007 till the<br />

present. He is a Director of Sterling Bank of Asia Inc. and Star Equities Inc. (2006 to present). He is<br />

President of JTKC Realty Corporation (1988 to present), Pan-Asean Multi Resources Corporation (1988 to<br />

present), Aldex Realty Corporation (1988 to present), and Oakridge Properties, Inc (1996 to present). Mr. Tiu<br />

is also Executive Vice President for JTKC Equities, Inc. (1993 to present). He also held the position of<br />

Director with the International Exchange Bank which is now merged with the Unionbank of the Philippines.<br />

Mr. Tiu holds a Bachelor of Science in Business Administration degree from De La Salle University (Class of<br />

1976).<br />

John Y. Tiu, Jr.<br />

Director<br />

Mr. Tiu, 30 years old, Filipino, has served as Director of <strong>iRemit</strong>, Inc. since 2002. His directorships in various<br />

companies include: Sterling Bank of Asia Inc., JTKC Equities, Inc. (2003 to present), Star Equities Inc. (2006<br />

to present) and Touch Solutions, Inc. (2001 to present). He is also the Chairman and President of Tera<br />

Investments, Inc. (2003 to present) and President of Fidelity Securities, Inc. (2002 to present).<br />

He holds a Bachelor of Science in Electrical Engineering (minor in Mathematics) degree from the University<br />

of Washington, USA (class of 1998).<br />

Gregorio T. Yu<br />

Director (Independent)<br />

Mr. Yu, 49 years old, Filipino, held the position of Director of <strong>iRemit</strong>, Inc. from 2001 to 2004 and then again<br />

in May 2007. He is Chairman of CATS Motors, Inc. (2000 to present), CATS Asian Cars, Inc. (2004 to<br />

present), and CATS Automobile Corporation (2004 to present). Mr. Yu is also President of Domestic Satellite<br />

Corporation of the Philippines (2001 to present).<br />

He is Chief Executive Officer of Prople BPO Inc. (2006 to present) and Vice Chairman of the Board and<br />

Chairman of the Executive Committee of Sterling Bank of Asia Inc. (2007). He sits on the Board of Directors<br />

of Philequity Fund, Inc.(1994 to present), Philequity Money Market Fund, Inc. (2000-present), Philequity<br />

PSE Index Fund, Inc. (1999-present), and Philequity Dollar Income Fund., Inc. (1999-present), Filcredit<br />

Finance and Capital Development Corporation (2004 to present), CMB Partners, Inc. (2003 to present),<br />

Nexus Technologies, Inc. (2001 to present) Jupiter Systems, Inc., Wordtext Systems, Inc. (2001 to present),<br />

Yehey, Inc. (2001 to present), R.S. Lim and Co., Inc. (1979 to present). He also sits as Trustee of Xavier<br />

School and serves as Chairman of the Ways and Means Committee of the Xavier School Educational and<br />

Trust Fund, Inc. (1997 to present).<br />

Mr.Yu was President and Chief Executive Officer of Belle Corporation (1989 to 2001), President of Tagaytay<br />

Highlands International Golf Club (1991 to 2001) and The Country Club and Tagaytay Highlands (1995 to<br />

2001), Tagaytay Midlands Golf Club (1997 to 2001). He also served as Director at the International<br />

65


Exchange Bank from 1995 to 2006 and was a member of the Executive Committee and the Audit Committee<br />

of the said bank during this period. He was also President and Chief Executive Officer Sinophil Corporation<br />

(1993 to 2001) and Pacific Online Systems Corporation (1994 to 2001). He was Vice Chairman of Philippine<br />

<strong>Global</strong> Communications (1996 to 2001) and the APC Group, Inc. (1994 to 2001). Mr. Yu was also connected<br />

with Chase Manhattan Asia Limited as Director-Corporate Finance (1988 to 1999) and Vice President – Area<br />

Credit with The Chase Manhattan Bank, N.A. Asia Pacific Regional Headquarters (1986 to 1988). He was<br />

Second Vice President for Chase Manhattan Bank, N.A. Manila Offshore Banking Unit from 1983 to 1986.<br />

He has a Master of Business Administration degree from The Wharton School, Graduate Division (class of<br />

1983, Director’s Honor List). Mr. Yu holds a Bachelor of Arts (Honors Program) in Economics degree from<br />

the De La Salle University where he graduated Summa Cum Laude in 1978.<br />

Independent Directors<br />

In compliance with the requirements of Section 38 of the Securities Regulation Code, the Revised SRC Rules<br />

and the Company’s adopted Manual of Corporate Governance, Messrs. Gregorio T. Yu, Adolfo S. Suzara and<br />

Calixto V. Chikiamco were nominated and elected as independent directors of the Company for 2007-2008<br />

during the Annual Stockholders’ Meeting of the Company held on July 20, 2007.<br />

Alma C. Santiago<br />

Corporate Secretary<br />

Ms. Santiago, 32 years old, Filipino, is the Corporate Secretary of <strong>iRemit</strong>, Inc. and has served as such since<br />

2005. She serves also as Corporate Secretary of Philequity Management, Inc. (2005-present) and as<br />

Assistant Corporate Secretary for the following companies, to wit: First Abacus Financial Holdings<br />

Corporation (2006-present), iVantage Corporation (Since 2007), Oakridge Properties, Inc. (2006-present),<br />

Tagaytay Highlands Community Condominium Association, Inc. (2005-present), Tagaytay Midlands<br />

Community Homeowners’ Association, Inc. (2005-present), Redding, Inc. (2005-present), Armi Corporation<br />

(2006-present), British Wire Industries Corporation (2006-present), Club Asia, Inc. (2006-present), Discovery<br />

Country Suite (2006-present), Southern Visayas Property Holdings, Inc (2006-present), JTKC Equities, Inc.<br />

(since 2007), Star Equities, Inc. (2006-present), Straightflush Corp. (2006-present), The Discovery Leisure<br />

Company, Inc. (2006-present), Goodyear Steel Pipe Corporation (2006-present), Philippine Calcium<br />

Industries Company, Inc. (2006-present) and Union Pacific Ace Industries, Inc. (2006-present).<br />

She holds a Bachelor of Arts Major in Economics from the Ateneo de Manila University (Class of 1997) and<br />

a Juris Doctor from the Ateneo de Manila University School of Law (Class of 2002). Ms. Santiago was<br />

admitted to the Philippine Bar in February 2003 and is currently an Associate at the law offices of Tan<br />

Venturanza Valdez.<br />

Michelle B. San Buenaventura<br />

Assistant Corporate Secretary<br />

Ms. San Buenaventura, 28 years old, Filipino, was elected as Assistant Corporate Secretary of the <strong>iRemit</strong> on<br />

July 20, 2007. She is also currently the Assistant Corporate Secretary having been elected during the<br />

respective stockholders’ meetings for 2007 of the following reporting companies: Sinophil Corporation, Belle<br />

Corporation and Sterling Bank of Asia Inc (A Savings Bank). Since this year, 2007, she is also Corporate<br />

Secretary of private companies such as Metropolitan Leisure & Tourism Corporation, Highlands Gourmet<br />

66


Specialist Corporation, Highlands China Restaurant Corporation, Parallax Resources, Inc., Highland Gardens<br />

Corporation; Director and Corporate Secretary of Subco Technology, Inc.; and Assistant Corporate Secretary<br />

of Fidelity Securities, Inc., Pan-Asean Multi-Resources Corporation, Demikk Holdings, Inc., JTKC Realty<br />

Corporation, Aldex Realty Corporation, Demikk Realty, Inc., JTKC Land, Inc., HotelSystems Asia, Inc.,<br />

Donau Deli, Inc., JT Perle Corporation, Metro Manila Turf Club, Inc. and Foundation Capital Resources, Inc.<br />

She is a Member of the Philippine Bar and is an Associate of Tan Venturanza Valdez Law Offices. She holds<br />

Bachelor of Laws (Class of 2005) and Bachelor of Arts in Public Administration (Class of 2000) degrees from<br />

the University of the Philippines.<br />

Ismael S. Reyes<br />

Senior Vice President and Head, Market Management Division<br />

Mr. Reyes, 41 years old, Filipino, joined <strong>iRemit</strong>, Inc. in 2001 as Assistant Vice President and Deputy Head for<br />

the <strong>Global</strong> Sales and Marketing Division and was in charge of business development for the Middle East and<br />

Taiwan. He became Vice President and Head of <strong>Global</strong> Sales and Marketing in 2004 and was responsible for<br />

directing and supervising the Domestic Sales Officer, Regional Managers (Asia Pacific, Middle East, Europe<br />

and North America) and the Marketing Administration Officer. With the reorganization of the <strong>Global</strong> Sales<br />

and Marketing Division in 2006, Mr. Reyes became Senior Vice President in charge of the Market<br />

Management Division, the unit responsible for managing, directing, overseeing, and monitoring the<br />

implementation of business strategies and marketing plans of all <strong>iRemit</strong> Foreign Offices and tie-ups.<br />

Mr. Reyes has many years of experience in the banking industry, having worked for the Bank of the<br />

Philippine Islands as Operations Manager for the Funds Transfer Department of the said bank (1999-2001)<br />

and for the Far East Bank and Trust Company for its International Banking Group-<strong>Remittance</strong> Center as<br />

Project Officer for Middle East region (1995-1999).<br />

He holds a Bachelor of Science degree major in Economics from the University of Sto. Tomas (Class of<br />

1987).<br />

Elizabeth G. Yao<br />

Senior Vice President and Head, Service and Operations Division<br />

Ms. Yao, 37 years old, Filipino, joined <strong>iRemit</strong>, Inc. in 2002 and is in charge of the Service and Operations<br />

Division, the unit responsible for the development of service and operation objectives, programs, and<br />

monitoring procedures to achieve the highest service fulfillment. Prior to <strong>iRemit</strong>, Inc., Ms. Yao worked as an<br />

Equities Sales Officer for Belson Securities (1997-2002), was with the Institutional Sales Group of Belson<br />

PrimeEast Capital (1996-1997) and was with the Treasury Division of Security Bank Corporation as a money<br />

market trader (1995-1996).<br />

She holds a Bachelor of Science in Business Administration degree from the University of the Philippines<br />

(Class of 1994). Ms. Yao also attended the University of Mexico, USA from 1988 to 1990 and was enrolled<br />

under the said university’s Bachelor of Science in Business Administration program. She is a candidate for<br />

the De La Salle University’s Masters of Science in Computational Finance (2000-present).<br />

67


Bernadette Cindy C. Tiu<br />

First Vice President, Finance Division<br />

Ms. Tiu, 28 years old, Filipino, joined <strong>iRemit</strong>, Inc. first as Finance Manager for the company’s branch office<br />

in London, United Kingdom in 2003. In 2004, Ms. Tiu moved to the company’s branch in Vancouver, Canada<br />

wherein she was also the Finance Manager for entire Canada. She is currently the head of the company’s<br />

Finance Division wherein she oversees the operations of the Manila Accounting Department, the Foreign<br />

Office Accounting Department and the Corporate Treasury Department. Ms. Tiu is also involved in the<br />

supervision of the operations of the International Treasury Department.<br />

Ms. Tiu holds a Bachelor of Science in Business Administration majoring in Accounting and Finance from the<br />

Boston University School of Management, USA (Class of 2001).<br />

Ronald C. Santos<br />

Vice President, International Treasury<br />

Mr. Santos, Filipino, 35 years old, has over 12 years of experience in the banking/financial industry. Has<br />

been dynamically involved in multi-FX currency trading and corporate planning/business development. He<br />

joined the International Treasury Unit of <strong>iRemit</strong>, Inc. in 2002 where he handles and supervises the company’s<br />

major trading activities in several currencies. Prior to <strong>iRemit</strong>, Inc., Mr. Santos was connected with the Rizal<br />

Commercial Banking Corporation first as Research Analyst for the RCBC Corporate Planning Division<br />

(1993-1995), then as Senior Account Officer and Foreign Exchange Trader (1995-2000), and later as the Head<br />

of the Product and Business Development Unit for RCBC Telemoney.<br />

Mr. Santos holds a Masters in Business Administration degree from the Ateneo Graduate School of Business<br />

(2001) and has a Bachelor of Science major in Marketing degree from the San Beda College (Class of 1993).<br />

Significant Employees<br />

The Company is not dependent on the services of any particular employee. It does not have any special<br />

arrangements to ensure that any employee will remain with the Company and will not compete upon<br />

termination.<br />

Special Stock Purchase Program<br />

On July 20, 2007, the Company approved the proposal to set up a Special Stock Purchase Program (“SSPP”<br />

or, alternatively, the “Program”) for officers and employees of the Company who have been in the service for<br />

at least one (1) calendar year as of June 30, 2007 as well as, Directors, resource persons and consultants of the<br />

proponents of the Company who have been instrumental in the success of the Company, steering the<br />

Company, through the initial difficult years to the present, earning the Company the distinction of being the<br />

largest non-bank, Filipino-owned remittance company in the Philippines.<br />

The objectives of the SSPP are: (a) to encourage the sense of ownership on the part of the officers and<br />

employees of the company, thereby aligning their personal interests with the long-term viability and<br />

prosperity of the Company,; (b) to encourage long-term commitment from directors and key officers by<br />

aligning long-term incentives to that of the Company,; (c) to share the Company’s success with those who<br />

have been responsible for such success and thus continue to attract, retain and motivate such individuals; and<br />

68


(d) to complement existing compensation packages. A total of Fifteen Million (15,000,000) shares of the<br />

Company, have been allocated under the SSPP.<br />

The foregoing issuance of the 15,000,000 new shares under the SSPP was subject of an application for<br />

exemption from registration of the shares under Section 10.2 of the SRC, which application was granted by<br />

the Philippine SEC on September 13, 2007. The shares were issued at the par value of One Peso (P1.00) per<br />

share and were paid for in cash. One of the employees of the Company who was entitled to 50,000 shares<br />

under the SSPP resigned last September 27, 2007. Under the terms and conditions of the SSPP, should an<br />

officer or employee resign from the Company prior to the expiration of the lock-up period, the share<br />

purchased by such resigning officer or employee shall be purchased at cost by the Company’s Retirement<br />

Fund for the benefit of the Company’s retiring officers or employees. As the Company’s Retirement Fund has<br />

not yet been established, the Company has, in the meantime, bought back these shares and lodged these as<br />

treasury shares. Treasury shares do not form part of the total outstanding shares of the Company. No<br />

underwriter was engaged in connection with the foregoing share issuance. A more detailed discussion on the<br />

SSPP may be found on pages 68 and 69.<br />

The salient terms and conditions of the SSPP are as follows:<br />

1. Eligible officers and employees, as well as the Directors and resource persons (collectively, the<br />

“Participants”) shall avail themselves of the Program within five (5) days from approval by the Philippine<br />

SEC of the issuance of the shares subject of the Program (the “SSPP shares”);<br />

2. The purchase price will be at par value or P1.00 per share;<br />

3. Each Participant shall make full payment for the allocated SSPP shares immediately upon confirmation<br />

of the availment, however, upon the request of any employee-Participant, and for justifiable reasons, the<br />

Company may advance the full payment (100%) of the purchase price for the SSPP shares availed of by the<br />

Participants by way of salary loan, who shall pay the Corporation for such advance within 2 years in forty<br />

eight (48) equal semi-monthly installments by way of salary deduction. At the end of the 48 th semi-monthly<br />

installment, the Corporation shall transfer the shares so purchased in the name of the Participant;<br />

4. Shares of stock under the Program shall be locked up for two years commencing from the date of<br />

purchase or subscription of the shares.<br />

5. Employee-Participants for whom the Company has advanced payment of the purchase price for the<br />

SSPP shares shall have no right to cash dividends on the said shares until after he/she has fully paid the<br />

purchase price thereon. However, such Participants shall be entitled to stock dividends declared by the<br />

Corporation even during the payment period of shares on the shares covered by his/her subscription, but the<br />

right to receive the same from the Corporation shall be suspended until after the full payment of the purchase<br />

price.<br />

5. Participants shall not be entitled to vote for the SSPP shares, or alienate or encumber the same in any<br />

manner whatsoever during the Lock-Up Period.<br />

6. The rights granted to the Participant to acquire SSPP shares under the Program are personal and shall<br />

not be assignable or transferable. Unless the shares are fully paid by the Participant and the Lock-Up Period<br />

had lapsed, any assignment or transfer in violation thereof shall be null and void and shall be a ground for the<br />

Company to rescind the sale.<br />

7. The sale is further subject to the condition that should the officer or employee resign from the Company,<br />

prior to the expiration of the lock-up period, the share purchased by such resigning employee or officer shall<br />

69


e purchased at cost by the Company’s Retirement Fund for the benefit of the Company’s retiring employees<br />

or officers. The transaction costs for such purchase shall be for the account of the Retirement Fund.<br />

The distribution of allocable shares was based on formulas developed by the Special Stock Purchase Program<br />

Committee and approved by the Board. The Committee is composed of the Chairman of the Board, the<br />

President and the three (3) independent directors of the Board.<br />

The issuance of the 15,000,000 new shares under the SSPP was subject of an application for exemption from<br />

registration of the shares under Section 10.2 of the SRC, which application was granted by the Philippine<br />

SEC on September 13, 2007.<br />

Family Relationships<br />

Messrs. Ben C. Tiu, Ruben C. Tiu and John Y. Tiu, Jr. are siblings. Ms. Bernadette Cindy C. Tiu is the<br />

daughter of Mr. Ben C. Tiu.<br />

Involvement in Certain Legal Proceedings<br />

At present, the Company is not aware of any of the following events wherein any of its directors, executive<br />

officers, underwriters or control persons were involved during the past five (5) years.<br />

- any bankruptcy petition filed by or against any business of which the incumbent Directors or senior<br />

management of the Company was a general partner or executive officer, either at the time of the<br />

bankruptcy or within two years prior to that time;<br />

- any conviction by final judgment in a criminal proceeding, domestic or foreign, pending against any of the<br />

incumbent Directors or senior management of the Company;<br />

- any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of<br />

competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or<br />

otherwise limiting the involvement of any of the incumbent Directors or senior management of the<br />

Company in any type of business, securities, commodities or banking activities; and<br />

- any finding by domestic or foreign court of competent jurisdiction (in civil action), the SEC or<br />

comparable foreign body, or a domestic or foreign exchange or electronic marketplace or said regulatory<br />

organization, that any of the incumbent Directors or senior management of the Company has violated a<br />

securities or commodities law, and the judgment has not been reversed, suspended or vacated.<br />

Executive Compensation<br />

The following table shows the aggregate compensation received by the directors and officers of the Company for<br />

calendar years 2005 and 2006, as well as for the first half of 2007.<br />

Name and Principal Position Year<br />

Bansan C. Choa, Chairman and Chief<br />

Executive Officer<br />

70<br />

Salary (Basic/Rep/13 th<br />

month)<br />

Other Annual<br />

Compensation


Harris E. D Jacildo, President and Chief<br />

Operating Officer<br />

Adolfo S. Suzara, Independent Director<br />

Calixto V. Chikiamco, Independent Director<br />

Gregorio T. Yu, Independent Director<br />

Gilbert C. Gaw, Director<br />

Jose Joel Y. Pusta, Director<br />

A. Bayani K. Tan, Director<br />

Ben C. Tiu, Director<br />

Ruben C. Tiu, Director<br />

John Y. Tiu, Jr., Director<br />

Maria Elizabeth G. Yao, Senior Vice President<br />

Service & Operations<br />

Ismael S. Reyes, Senior Vice President –<br />

Market Management<br />

Bernadette Cindy C. Tiu, First Vice President<br />

and Chief Finance Officer<br />

Ronald C. Santos, Vice President –<br />

International Treasury Head<br />

Total for the Executive Officers as a group 2007 1<br />

Total for the Directors and Executive Officers<br />

as a group<br />

71<br />

3,538,976.10<br />

2006 5,480,255.13<br />

2005 5,311,062.28<br />

2004 5,178,718.66<br />

2007 1 4,725,642.78<br />

2006 7,643,588.33<br />

2005 7,254,896.21<br />

2004 7,023,718.66<br />

Other than those disclosed above, there are no other standard or other arrangements wherein directors of the<br />

Company are compensated, or are to be compensated, directly or indirectly, for any services provided as a<br />

director.<br />

There are no employment contracts or any compensatory plan or arrangements, as well, between the<br />

Company or any of its Executive Officers.


The Company’s Articles of Incorporation states that<br />

“The Board of Directors may, from time to time, grant stock options, issue warrants or enter into<br />

stock purchase reciprocal investments, private placements, joint ventures, or similar agreements for<br />

purposes necessary or desirable for the corporation and allocate, issue, sell or otherwise transfer,<br />

convey or dispose of shares of stocks of the corporation of a class or classes and to such persons or<br />

entities to be determined by the Board, including, but not limited, to employees, officers and<br />

directors of the corporation.”<br />

On July 20, 2007, the Company approved a Special Stock Purchase Program (“SSPP”) for its directors, as<br />

well as for officers and employees of the Company who have been in the service for at least one (1) calendar<br />

year as of June 30, 2007. A total of Fifteen Million (15,000,000) shares of the Company, at a par value of<br />

One Peso (PhP1.00) per share, was allocated under the SSPP. The shares were allocated to those eligible to<br />

avail themselves of the program based on formulas developed by the SSPP Committee and approved by the<br />

Board. With the grant by the Philippine SEC to the Company of an exemption from registration of the shares<br />

under Section 10.2 of the SRC on September 13, 2007, the Company, on September 20, 2007, issued to the<br />

directors, officers and employees eligible to avail of the SSPP their respective shares under the program.<br />

One of the employees of the Company who was entitled to 50,000 shares under the SSPP resigned last<br />

September 27, 2007. Under the terms and conditions of the SSPP, should an officer or employee resign from<br />

the Company prior to the expiration of the lock-up period, the share purchased by such resigning officer or<br />

employee shall be purchased at cost by the Company’s Retirement Fund for the benefit of the Company’s<br />

retiring officers or employees. As the Company’s Retirement Fund has not yet been established, the Company<br />

has, in the meantime, bought back these shares and lodged these as treasury shares. Treasury shares do not<br />

form part of the total outstanding shares of the Company.<br />

A more detailed discussion on the SSPP may be found on pages 68 and 69 of this <strong>Prospectus</strong>.<br />

72


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION<br />

AND RESULTS OF OPERATIONS<br />

<strong>iRemit</strong> has historically funded its operations and capital expenditures through equity and loans. <strong>iRemit</strong><br />

believes that it has sufficient resources to finance its working capital requirements and has ready access to<br />

sources of credit from financial institutions. The expected proceeds from the Primary Offer will be used<br />

principally to expand its market by opening up new branches and increase its working capital to meet the<br />

increasing volume of remittances while keeping low its interest cost. As of June 30, 2007, <strong>iRemit</strong> had<br />

PhP633.3 million in consolidated cash and cash equivalents, and consolidated working capital of PhP363.0<br />

million. For the same period, total liabilities amounted to PhP637.1 million.<br />

First Half 2007 Compared to Full Year 2006<br />

<strong>iRemit</strong> realized consolidated net income of PhP43.5 million in the first half of 2007 which is 102.3% of full<br />

year 2006 consolidated net income.<br />

Revenues from operating sources of P226.8 million in the first half of 2007 is 63.2% of full year 2006 of<br />

P358.8 million, mainly due to the high transaction count of 854,192 in the first half of 2007 which is 61.7%<br />

of full year 2006 of 1,383,843 and high USD remittance volume of USD337.1 million in the first half of 2007<br />

which is 60.7% of full year 2006 of USD555.6 million. Of the total transaction count in the first half of 2007,<br />

the percentage contributions per region are as follows: Asia-Pacific – 43%; Europe – 12%; North America –<br />

15%, Middle East – 22% and domestic sales – 8%. In terms of USD remittance volume, the regional<br />

contributions are as follows: Asia-Pacific – 33%; Europe – 20%; North America – 17%; Middle East – 17%<br />

and domestic sales – 14%. Higher revenues in the first half of 2007 were impacted by the growth in global<br />

market share based on inward USD volume of 4.75% in the first half of 2007 from 4.35% in 2006.<br />

Accordingly, the Company’s gross income of P154.8 million is 66.3% of full year 2006 of P233.6 million.<br />

Total operating expenses including depreciation and amortization of P111.4 million is high at 58.3% of full<br />

year 2006 of P191.0 million mainly due to higher salaries, wages and employee benefits and supplies<br />

expenses for 1H2007 which is 68.8% of full year 2006 level. Higher net other charges in 1H2007 resulted<br />

from high net interest expenses amounting to P14.5 million which is 68.1% of 2006 level.<br />

Total assets of the Company increased by P413.9 million (55.5%) to P1,159.1 million as of June 30, 2007,<br />

from P745.2 million as of December 31, 2006. Cash and cash equivalents increased by P273.0 million<br />

(75.8%), to P633.3 million from P360.3 million as of December 31, 2006. Receivables decreased by P1.7<br />

million (0.5%), to P339.3 million in 2007 from P341.0 million in 2006. Other current assets increased by<br />

P11.2 million (92.3%), to P23.3 million as of June 30, 2007, from P12.1 million in 2006, due mainly to higher<br />

input VAT claim and prepayments.<br />

Investments increased to P20.2 million, from zero in 2006 due to investments in IRemit Singapore Pte Ltd.<br />

for P12.6 million and Worldwide Exchange Pty Ltd. for P7.6 million. Net Property and equipment increased<br />

by P6.0 million (49.1%), from P12.2 million in 2006 to P18.2 million as of June 30, 2007 due to additional<br />

office unit on the 25th floor, IT equipment and transportation equipment. Goodwill increased by P100.87<br />

million, to P105.85 million as of June 30, 2007, from P4.98 million in 2006, due mainly to additions relating<br />

to the excess of the acquisition cost over the ownership interest in Iremit <strong>Global</strong> <strong>Remittance</strong> Limited, I-Remit<br />

Australia Pty Ltd., International <strong>Remittance</strong> (Canada) Ltd. and Lucky Star Management Limited. Other<br />

73


noncurrent assets increased by P4.4 million (30.0%), to P19.1 million as of June 30, 2007, from P14.7 million<br />

in 2006, due mainly to higher refundable deposits.<br />

Total liabilities increased by P82.0 million (14.8%) to P637.1 million as of June 30, 2007 from P555.1 million<br />

in 2006. Loans payable, comprised of peso loans from various local financial institutions with interest at an<br />

approximate range of 8.00% to 10.50% per annum, which are unsecured, decreased by P183.4 million<br />

(37.0%), from P495.8 million in 2006 to P312.4 million as of June 30, 2007. Long-term debt amounting to<br />

P4.3 million as of June 30, 2007, represents retirement liability. Accounts payable and other liabilities<br />

increased to P320.4 million as of June 30, 2007 compared to P56.9 million in 2006. Comprising accounts<br />

payable and other liabilities are principally advances from related parties of P197.7 million, payables to<br />

beneficiaries of P50.8 million, payables to agents, couriers and trading clients of P45.9 million, accrued<br />

expenses of P14.4 million and non-trade payables of P11.7 million.<br />

The Company’s stockholders’ equity as of June 30, 2007 of P522.0 million was higher by P331.9 (174.6%)<br />

compared to the 2006 level of P190.1 million due to additional deposits on future stock subscriptions for<br />

P294.0 million on account of the planned <strong>IPO</strong>.<br />

The additional investments totalling to P294 million in June 2007 in the form of additional deposits on future<br />

stock subscriptions by the shareholders resulted in the material increase in <strong>iRemit</strong>’s liquidity. The indicators<br />

of liquidity condition as of June 30, 2007 in the Balance Sheets are the Cash and Deposits on future stock<br />

subscriptions items while in the Statements of Cash Flows is the Proceeds from capital infusion item and in<br />

the Income Statements is the increasing net income item figure. <strong>iRemit</strong> does not anticipate having within the<br />

next twelve (12) months any cash flow or liquidity problems because of the aforesaid capital infusion and the<br />

planned Initial Public Offering (<strong>IPO</strong>) in October 2007. <strong>iRemit</strong> is not in default or breach of any note, loan,<br />

lease or other indebtedness or financing arrangement requiring it to make payments. There is no significant<br />

amount of <strong>iRemit</strong>’s trade payables which have not been paid within the stated trade terms. Other than the<br />

items discussed above, there are no other internal and external sources of liquidity or any sources of liquid<br />

assets used.<br />

Below are the comparative key performance indicators of the Company and its subsidiaries:<br />

74<br />

June 30, 2007<br />

(Half year)**<br />

Dec. 31,<br />

2006<br />

ROE Net income* over average stockholders’ equity during the period 16% 25%<br />

ROA Net income* over average total assets during the period 5% 7%<br />

Earnings per<br />

Share (EPS)<br />

Net income* over number of average number of outstanding shares 86.93 84.97<br />

Sales Growth Total transaction value in US$ in present year over same period in<br />

previous year<br />

33% 40%<br />

Gross Income Revenue less total cost of services P154.8Mn P233.6Mn<br />

* Net Income attributable to Equity holders of the Parent Company and Minority interest. EPS computed using Net Income attributable<br />

to Equity holders of the Parent company for the period ended June 30, 2007 and for the year ended December 31, 2006 is 79.78 and<br />

83.42, respectively.<br />

** covers the period from January to June 2007


2006 compared to 2005<br />

<strong>iRemit</strong> realized consolidated net income of P42.5 million in 2006, an increase of P12.6 million over<br />

consolidated net income of P29.9 million in 2005.<br />

Revenues from operating sources increased by P107.2 million (42.6%) to P358.8 million in 2006, from<br />

P251.6 million in 2005, mainly due to the 44% increase in transaction count (from 959,571 in 2005 to<br />

1,383,843 in 2006) and 40% increase in USD remittance volume (from USD396.1 million in 2005 to<br />

USD555.6 million in 2006). Of the total transaction count in 2006, the percentage contributions per region<br />

are as follows: Asia-Pacific – 44%; Middle East and Europe – 17% each; North America – 15% and domestic<br />

sales – 6%. In terms of USD remittance volume, the regional contributions are as follows: Asia-Pacific –<br />

32%; Europe – 28%; North America – 15%; Middle East – 12% and domestic sales – 12%. Higher revenues<br />

in 2006 were impacted by the growth in global market share based on inward USD volume from 3.71% in<br />

2005 to 4.35% in 2006. Accordingly, the Company’s gross income increased by P65.7 million (39.1%), to<br />

P233.6 million, from P167.9 million in 2005.<br />

Total operating expenses including depreciation and amortization was higher by P52.9 million (38.3%), to<br />

P191.0 million, from P138.1 million in 2005, with the increase mainly due to higher salaries, wages and<br />

employee benefits, marketing, professional fees and bad debts expenses for 2006. Higher net other charges in<br />

2005 resulted from higher net interest expenses amounting to P22.8 million.<br />

Total assets of the Company increased by P310.7 million (71.5%) to P745.2 million as of December 31, 2006,<br />

from P434.5 million as of December 31, 2005. Cash and cash equivalents increased by P182.9 million<br />

(103.1%), to P360.3 million from P177.3 million in 2005. Receivables increased by P120.7 million (54.8%),<br />

to P341.0 million in 2006 from P220.3 million in 2005. Other current assets decreased by P1.4 million<br />

(10.5%), to P12.1 million as of December 31, 2006, from P13.4 million as of December 31, 2005, due mainly<br />

to lower prepaid expenses. Property and equipment increased by P2.0 million (19.4%), from P10.2 million as<br />

of December 31, 2005 to P12.2 million as of December 31, 2006 due to additional office unit on the 27 th floor<br />

and IT equipment. Other noncurrent assets, inclusive of Goodwill, increased by P1.4 million (10.5%), to<br />

P14.7 million as of December 31, 2006, from P13.3 million as of December 31, 2005, due mainly to<br />

additional investment in IRemit Europe <strong>Remittance</strong> Consulting AG for P5.3 million.<br />

Total liabilities increased by P268.5 million (93.7%) to P555.1 million as of December 31, 2006 from P286.6<br />

million as of December 31, 2005. Loans payable, comprised of peso loans from various local financial<br />

institutions with interest at an approximate range of 10.25% to 10.75% per annum, which are unsecured,<br />

increased by P354.6 million (251%), from P141.2 million as of year-end 2005 to P495.8 million as of<br />

December 31, 2006. Long-term debt amounting to P2.4 million as of December 31, 2006, represents<br />

retirement liability. Accounts payable and other liabilities decreased to P56.9 million in 2006 compared to<br />

P144.0 million in 2005. Comprising accounts payable and other liabilities are principally payables to<br />

beneficiaries of P2.4 million, payables to agents, couriers and trading clients of P19.1 million, advances from<br />

related parties of P6.5 million, accrued expenses of P17.9 million, and non-trade payables of P11.0 million.<br />

The Company’s stockholders’ equity as of December 31, 2006 of P190.1 million was higher by P42.1 (28.5%)<br />

compared to the year-end 2005 level of P148.0 million due to higher net income.<br />

75


Below are the comparative key performance indicators of the Company and its subsidiaries:<br />

ROE Net income* over average stockholders’ equity during the<br />

period<br />

76<br />

Dec. 31, 2006 Dec. 31, 2005<br />

25% 22%<br />

ROA Net income* over average total assets during the period 7% 6%<br />

Earnings per<br />

Share (EPS)<br />

Net income* over number of average number of outstanding<br />

shares<br />

Sales Growth Total transaction value in US$ in present year over previous<br />

year<br />

84.97 59.86<br />

40% 43%<br />

Gross Income Revenue less total cost of services P233.6Mn P167.9Mn<br />

* Net Income attributable to Equity holders of the Parent Company and Minority interest. EPS computed using Net Income attributable<br />

to Equity holders of the Parent company for the year ended December 31, 2006 and for the year ended December 31, 2005 is 83.42 and<br />

63.18, respectively.<br />

2005 compared to 2004<br />

<strong>iRemit</strong> realized consolidated net income of P29.9 million in 2005, an increase of P14.5 million over<br />

consolidated net income of P15.4 million in 2004.<br />

Revenues from operating sources increased by P98.5 (64.4%), to P251.6 million in 2005 from P153.0 million<br />

in 2004, mainly due to the 38% increase in transaction count (from 693,182 in 2004 to 959,571 in 2005) and<br />

43% increase in USD remittance volume (from USD276.6 million in 2004 to USD396.1 million in 2005). Of<br />

the total transaction count in 2005, the percentage contributions per region are as follows: Asia-Pacific – 50%;<br />

Europe – 22%; North America – 14%; Middle East – 12% and domestic sales – 3%. In terms of USD<br />

remittance volume, the regional contributions are as follows: Asia-Pacific – 34%; Europe – 35%; North<br />

America – 13%; Middle East – 8% and domestic sales – 10%. Higher revenues in 2005 were impacted by<br />

the growth in global market share based on inward USD volume from 3.23% in 2004 to 3.71% in 2005.<br />

Accordingly, the Company's gross income increased by P61.4 million (57.6%), from P106.5 million in 2004<br />

to P167.9 million in 2005.<br />

Total operating expenses increased by P46.9 (51.5%), to P138.1 million in 2005 from P91.1 million in 2004.<br />

This was mainly due to higher salaries, wages and employee benefits, rental expenses for 2005. Higher net<br />

other charges in 2005 resulted from higher net interest expenses amounting to P22.8 million due to higher<br />

interest rates.<br />

Total assets of the Company decreased by P68.6 million (13.6%) to P434.5 million as of December 31, 2005<br />

compared to P503.1 million as of December 31, 2004. This is mainly attributable to lower other current<br />

assets. Cash and cash equivalents increased by P32.0 million (22.0%), to P177.3 million from P145.4 million<br />

in 2004. Receivables decreased by P27.6 (11.1%), from P247.9 million in 2004 to P220.3 million in 2005.<br />

Other current assets decreased by P77.0 million (85.2%), to P13.4 million as of December 31, 2005, from<br />

P90.4 million as of December 31, 2004, due mainly to the USD1.5 million (equivalent to P84.4 million)<br />

deposits in 2004 which was used as a hold-out security for the Company’s short-term interest-bearing dollardenominated<br />

loans. Property and equipment slightly increased by P0.5 million (5.2%), from P9.7 million in<br />

2004 to P10.2 million in 2005 due to office renovations and additional IT equipment during the period. Other<br />

noncurrent assets increased by P6.5 million (94.3%), to P13.3 million as of December 31, 2005, from P6.9


million as of December 31, 2004, due mainly to the initial investment in Iremit Europe <strong>Remittance</strong> Consulting<br />

AG for P3.6 million.<br />

Total liabilities decreased by P89.1 million (23.7%), to P286.6 million as of December 31, 2005 from P375.7<br />

million as of December 31, 2004 mainly due to lower total loan balance. Loans payable, comprised of peso<br />

loans from various local financial institutions with interest at an approximate range of 5.00% to 13.00% per<br />

annum, which are unsecured, decreased by P123.7 million (46.7%), from P264.9 million as of year-end 2004<br />

to P141.2 million as of December 31, 2005. Accounts payable and other current liabilities increased at<br />

P144.0 million as of December 31, 2005, compared to P110.8 million as of December 31, 2004. Comprising<br />

accounts payable and other current liabilities are principally payables to beneficiaries of P82.5 million,<br />

payables to agents, couriers and trading clients of P26.8 million, advances from related parties of P14.5<br />

million, accrued expenses of P7.7 million, and non-trade payables of P12.4 million.<br />

The Company’s Shareholders’ Equity as of December 31, 2005 of P148.0 million is P20.6 million (16.2%)<br />

higher than the 2004 level of P127.4 million, due higher net income for 2005.<br />

Below are the comparative key performance indicators of the Company and its majority-owned subsidiaries:<br />

ROE Net income* over average stockholders’ equity during<br />

the period<br />

77<br />

Dec. 31, 2005 Dec. 31, 2004<br />

22% 15%<br />

ROA Net income* over average total assets during the period 6% 4%<br />

Earnings per<br />

Share (EPS)<br />

Net income* over number of average number of<br />

outstanding shares<br />

Sales Growth Total transaction value in US$ in present year over<br />

previous year<br />

59.86 30.75<br />

43% 83%<br />

Gross Income Revenue less total cost of services P167.9Mn P106.5Mn<br />

* Net Income attributable to Equity holders of the Parent Company and Minority interest. EPS computed using Net Income attributable<br />

to Equity holders of the Parent company for the year ended December 31, 2005 and for the year ended December 31, 2004 is 63.18 and<br />

29.07, respectively.<br />

Key Performance Indicators<br />

The consolidated data on <strong>iRemit</strong> and its majority-owned subsidiaries’ top five (5) key performance indicators<br />

are shown below for the First Half of 2007, full year 2006 and full year 2005.<br />

1. Transaction Count – refers to the total number of remittance transactions that <strong>iRemit</strong>’s<br />

subsidiaries/affiliates/tie-ups in foreign countries received from the remitters and that <strong>iRemit</strong> delivered<br />

through various service modes to the remitters’ beneficiaries in the Philippines<br />

2. Transaction Amount in US$ - refers to the total value of remittance transactions in terms of US$ that the<br />

remitters abroad sent to their beneficiaries in the Philippines<br />

3. Delivery Fees – refers to the service income that <strong>iRemit</strong> earned for fulfilling the remittance commitments<br />

in accordance with the remitters’ instructions using its technologically advanced remittance system and<br />

through various payment channels


4. Net Foreign Exchange Gain – refers to the net differences in the agreed peso equivalent of the foreign<br />

currency-denominated remittances received from abroad and the actual peso conversions of the same<br />

5. Net Income After Tax – arrived at by deducting from operating revenues and other income items the cost<br />

and expense items including provision for income tax<br />

Material Events<br />

Jan-Jun 2007 2006 2005<br />

Transaction Count 854,192 1,383,843 959,571<br />

Transaction Amount (US$) 337,150,598 555,576,008 396,150,283<br />

Delivery Fees (PhP) 142,910,483 233,069,634 164,066,018<br />

Foreign Exchange Gains - net (PhP) 83,788,592 125,247,202 87,184,409<br />

Net Income After Tax (PhP) 43,465,655 42,486,140 29,927,937<br />

The Company does not foresee any event that will trigger direct or contingent financial obligation that is<br />

material to the Company, including any default or acceleration of an obligation.<br />

Seasonal Aspects<br />

There are historical peak seasons in the remittance business such as the start of school openings and during<br />

the holiday seasons. The Company’s projections have considered this seasonality aspect.<br />

78


OVERVIEW OF THE PHILIPPINE REMITTANCE INDUSTRY *<br />

Over the years, one of the main propellers of the Philippine economy has been the steady influx of funds<br />

remitted by the Overseas Filipino Workers. By definition, remittances pertain to the monetary funds sent by<br />

individuals working outside of their home countries to recipients in the country that they came from. Due to<br />

the growing volume of migrant Filipino workers, more and more industries have been developing products<br />

and services in order for them to tap the voluminous and under-tapped market. In the remittance industry,<br />

companies have continuously attempted to develop innovative products that OFWs and their relatives can<br />

utilize and enjoy.<br />

REMITTANCE INDUSTRY<br />

Players<br />

The remittance industry has numerous players which are classified into two (2) general categories – the<br />

formal and informal channels.<br />

Formal Channels<br />

Banks<br />

At present, there are currently over twenty commercial and thrift banks which are active players in the<br />

remittance business. Five of them have a hold of 80% to 90% of the banking sector’s remittance activity as<br />

they are able to utilize their wide distribution network overseas and within the Philippines to reach out to<br />

more people. Services added by the bank include the ability to use the banking channel despite not having an<br />

account with the bank remittance service provider, advice-and-pay mechanisms, and common debit cards to<br />

be issued to both the OFW and a relative in the Philippines.<br />

Philippine Money Transfer Agencies<br />

Major players include <strong>iRemit</strong>, Lucky Money, LBC Express, Aboitiz, and Pacific Ace. The estimated volume<br />

coursed through these companies is in the range of US$25 million to US$1 billion per annum. Some<br />

participants in this segment began as door-to-door delivery companies.<br />

International Money Transfer Agencies<br />

Major players include <strong>iRemit</strong> and Western Union, which is considered to be the largest money transfer agency<br />

in the country, and MoneyGram. The most obvious selling point of these companies is their network<br />

coverage. With their worldwide presence, they can easily address OFW remittance recipients’ desire for<br />

accessibility and convenience.<br />

* Sources: Bangko Sentral ng Pilipinas, Philippine Overseas Employment Agency and Asian Development Bank<br />

79


Telecommunications<br />

In the year 2000, Smart Telecommunications’ introduce SMART Money and was followed immediately by<br />

Globe Telecom’s G-Cash service. This mobile remittance service allows senders and recipients to go about a<br />

remittance transaction through the use of Short Message Service (SMS). Money can then either be directly<br />

used in stores (direct credit) or received upon encashment in various remittance centers. To date, this<br />

industry has successfully tapped OFWs in Hong Kong, China, Europe and the United States through<br />

partnership with international remittance centers. Locally, the service is now being enhanced via the use of<br />

the telecoms’ offices, fast food branches, department stores, and gasoline stations as remittance centers.<br />

Informal Channels<br />

“Padala” System<br />

The literal meaning of the local word “Padala” is sending via another person. In this process, the person<br />

asked to send the money is being selected through reliability and trustworthiness. Person tasked to bring and<br />

deliver the money may expect repeats as the trust builds with each completed delivery.<br />

This transaction, although unmonitored, still occurs under the regulatory framework authorities as the<br />

physical cross-border flows of currency notes are implemented within the legal regulatory limits allowed.<br />

“Kaliwaan” System<br />

The system, despite its lack of popularity, operates through a well-tested network of currency exchange. It<br />

involves the use of agents in the source and destination countries who do not impose regulatory restrictions as<br />

they arrange currency transfers. As a result, it has been the subject of recent congressional inquiries because<br />

of its possible use in laundering monetary proceeds from various illegal activities.<br />

Handcarry System<br />

Similar to the “padala” system, the handcarry system is a means of sending money through people who are en<br />

route to the destination country. However, the primary difference lies in the fact the people who are either on<br />

vacation or going home after the expiration of work contracts. As such, these are mostly one-time requests.<br />

80


METHOD DESCRIPTION<br />

Banks<br />

Money Transfer Agencies<br />

International Money Transfer<br />

Agencies<br />

Padala System<br />

Kaliwaan System<br />

Handcarry System<br />

Telecommunications<br />

System<br />

Psychology of Senders and Recipients<br />

Around 17 commercial banks involved in remittances; Five Major<br />

Players hold 80% to 90% of the market; Pricing is controlled by<br />

service providers<br />

Have established extensive networks nationwide; Approx. US$ 25<br />

million – US$1billion annually<br />

Extensive networks abroad; Locally, uses distribution networks of<br />

agents and sub-agents such as banks and pawnshops; Accessibility<br />

remains strongest selling point<br />

Informal channel; sending via another person; Built solely on trust;<br />

Occurs under purview of regulatory authorities<br />

Operates through well-tested network of currency exchange; Link<br />

between remittance operator’s agent at source country and operator<br />

at destination country; Possibly used in money laundering<br />

Workers returning home bring home cash to the country; Absence<br />

of measurement of actual transaction volume<br />

<strong>Remittance</strong> services supported by mobile phone lines; <strong>Remittance</strong><br />

centers include department stores, gas stations, pawnshops,<br />

convenience stores<br />

The activities in the remittance industry are largely dependent on the predisposition of OFW workers who<br />

send the money and their relatives who act as recipients. In a recent study conducted by the Asian<br />

Development Bank (ADB), the following attitudes and behavior of these participants in the remittance market<br />

were revealed:<br />

- The inclination to use banks is low. This may be attributable to the widespread concept of Filipinos<br />

that the banks are difficult to use as the transaction process is usually strict and complex (i.e.<br />

numerous requirements for transactions).<br />

- The OFW approaches money management of his remittance with a mind-set of “currency portfolio,”<br />

playing the currency exchange rates for private gain.<br />

- The OFW has a multi-channel approach in viewing the remittance of his earnings. There is no<br />

underlying interest to develop loyalty or preference to use a specific channel.<br />

Lack of remittance channels may not be the problem for the hesitance of the OFW in building brand loyalty;<br />

rather, lack of awareness, trial, and preference may serve as the main reason as to why loyalty is not<br />

cultivated.<br />

81


Purchase decisions relating to a choice of channel is based on a combination of factors. Minimum basic<br />

requirements include convenience, speed of remittance and fee-related attributes. Other important factors<br />

include company reputation and peer recommendation.<br />

The decision-making process in remittance channel preference involves both the remitter and the recipient.<br />

The use of alternative channels to formal channels can be traced primarily to the perception of both the<br />

remittance sender and receiver of following attributes of alternative channels that make them seem distinctive<br />

of unique:<br />

- Informal channels provide an easy, hassle-free service without the requirements for documentation<br />

and identification.<br />

- Informal channels operate on the basis of close community ties and established relationships of trust<br />

between the service provider and the remittance sender and remittance recipient. These connections<br />

develop through the years with the support of referrals/endorsements from users of the informal<br />

channel service.<br />

The remittance sender-informal channel relationship extends beyond a single type transaction and may<br />

include simple credit/lending-borrowing relationship secured only by a claim of future remittance flows.<br />

OFW PROFILE<br />

In 2006, Overseas Filipino Workers (OFWs) have been reported to number around 8,233,172, which<br />

translates to nearly 10% of the total population of Filipinos. These migrant workers have accepted jobs which<br />

include nursing, health care, and information technology related jobs, although a larger portion of OFWs still<br />

continue to be comprised of unskilled workers. The Household and related workers category topped the list,<br />

accounting for 29.7% of the total deployed landbased new hires. This was followed by Factory and related<br />

workers (14.0%), Construction workers (14.0%), Building Caretakers and related workers (5.8%), Hotel and<br />

Restaurant related workers (5.1%), Caregivers and Caretakers (4.7%), Medical Related workers (4.0%),<br />

Engineers and related workers (3.6%), Dressmakers, Tailors, and related workers (2.5%) and Overseas<br />

Performing Artists (2.4%).<br />

Deployment of Newly Hired OFWs by Skills Category (New Hires)<br />

For the periods indicated<br />

Skill Category 1998 2000 2002 2004 2006<br />

Professional, Medical and Technical Workers 55,456 78,685 99,688 93,006 41,258<br />

Administrative and Managerial Workers 385 284 374 490 817<br />

Clerical Workers 2,897 2,367 4,012 5,221 7,912<br />

Sales Workers 2,514 2,083 3,043 3,903 5,517<br />

Service Workers 80,675 91,206 97,374 112,856 144,321<br />

Agricultural Workers 388 526 612 665 807<br />

Production Workers 75,078 57,807 69,513 62,708 103,584<br />

For reclassification 1,822 20,072 11,512 1,626 3,906<br />

Total 219,215 253,030 286,128 280,475 308,122<br />

Source: POEA<br />

Another trend which can be observed in the OFW deployment is the shifting concentration in terms of<br />

geographical location. While the Middle East migrant population continues to rise, there has been a notable<br />

slowdown in deployment within Asia. A large jump, however, can be observed in the Americas and Europe<br />

82


The top 10 country destinations of landbased OFWs, both for new hires and rehires were (1) Saudi Arabia, (2)<br />

United Arab Emirates, (3) Hong Kong, (4) Kuwait, (5) Qatar, (6) Taiwan (7) Singapore, (8) Italy, (9) United<br />

Kingdom, and (10) South Korea. Except for Hong Kong and Taiwan, deployment of OFWs in al destinations<br />

went up by an average of 16.2% in 2006.<br />

Deployment of OFWs by Major World Group - New Hires and Rehires<br />

For the periods indicated<br />

World Group OFW Deployment Percentage Share to Total<br />

2005 2006 % Change 2005 2006<br />

Asia 259,209 222,940 -14.0% 35.0% 28.3%<br />

Middle East 394,419 462,545 17.3% 53.3% 58.7%<br />

Europe 52,146 59,313 13.7% 7.0% 7.5%<br />

Americas 14,886 21,976 47.6% 2.0% 2.8%<br />

Trust Territories 7,596 6,481 -14.7% 1.0% 0.8%<br />

Africa 9,103 9,450 3.8% 1.2% 1.2%<br />

Oceania 2,866 5,216 82.0% 0.4% 0.7%<br />

Others 135 8 -94.1% 0.0% 0.0%<br />

Landbased Total 740,632 788,160 6.4% 75.0% 74.2%<br />

Seabased Total 247,497 274,497 10.9% 25.0% 25.8%<br />

Total Deployed 988,129 1,062,657 7.5% 100.0% 100.0%<br />

Source: POEA<br />

OFW <strong>Remittance</strong> per Region<br />

While the annual average growth of deployed OFWs only hit 4%, the remittance industry has been moving<br />

relatively faster as the year-end 2006 figure of US$12 Billion is already twice the year-end 2001 total<br />

remittance of US$6 Billion. Annual remittance figures have been constantly increasing, although remittance<br />

growth in the Americas, Oceania, and Europe have been much faster than those in other regions.<br />

OFW REMITTANCE PER REGION (IN US$'000)<br />

REGION 2001 2002 2003 2004 2005 2006 Apr '07<br />

A S I A 1,049,551 1,116,336 894,310 918,329 1,172,373 1,496,119 518,241<br />

A M E R I C A S 3,300,327 3,537,768 4,370,705 5,023,803 6,605,231 7,198,220 2,539,267<br />

O C E A N I A 21,188 34,793 44,470 42,600 54,573 85,610 37,287<br />

E U R O P E 406,194 889,094 1,040,562 1,286,130 1,433,904 2,061,067 821,000<br />

M I D D L E E A S T 711,918 1,242,809 1,166,376 1,232,069 1,417,491 1,908,665 758,647<br />

A F R I C A 3,600 3,959 11,371 3,439 4,546 10,272 6,244<br />

O T H E R S 538,493 61,397 50,664 44,001 887 1,354 599<br />

TOTAL 6,031,271 6,886,156 7,578,458 8,550,371 10,689,005 12,761,307 4,681,285<br />

Note: Data are not truly reflective of the actual country of deployment of OFW's due to the common practice of remittance<br />

centers in various cities abroad to course remittances through correspondent banks mostly located in the U.S.<br />

Source: DER-BSP<br />

83


DESCRIPTION OF PROPERTIES<br />

The Company or any of its subsidiaries do not currently own any property.<br />

The Company is leasing from Oakridge Properties, Inc. (OPI) its office spaces located at Units 2503, 2603,<br />

2604, 2605, and 2703 Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City for a monthly rental of<br />

PhP601,848.85 for a period of one (1) year, renewable upon mutual agreement of the parties.<br />

The lease of the units in the 26 th floor is covered by two (2) operating lease agreements with OPI each for a<br />

period of fifty-and-a-half months, which commenced on September 16, 2002 and expired on November 30,<br />

2006. The agreements were subsequently renewed for a period of one year, expiring on November 30,<br />

2007. The monthly rental for the renewed period for both agreements is in the aggregate amount of Four<br />

Hundred Eleven Thousand Six Hundred Seventeen Pesos (PhP411,617.00) plus VAT. The lease may be<br />

further renewed under the terms and conditions mutually agreed upon by the parties ninety (90) days prior to<br />

the expiration of the Contract of Lease.<br />

For the unit in the 25 th floor, the term of the lease is three (3) years, commencing on February 1, 2007 to<br />

January 31, 2010, with a 10% escalation on the aggregate current monthly rental on the 13 th and 25 th month of<br />

the term. The lease may be renewed under the terms and conditions mutually agreed upon by the parties<br />

ninety (90) days prior to the expiration of the Contract of Lease. At the start of the lease, for the use and<br />

occupancy of the premises, the Company is to pay OPI every month the amount of Eighty Nine Thousand<br />

Eight Hundred Sixty Five Pesos (PhP89,865.00) plus VAT.<br />

The 27 th floor unit is covered by an operating lease with a term of three (3) years, commencing on February 1,<br />

2006 and to expire on January 31, 2009, and renewable under terms and conditions mutually agreed upon by<br />

the parties ninety (90) days prior to the expiration of the Contract of Lease. The Company shall pay OPI a<br />

monthly rent of Seventy Nine Thousand Eight Hundred Eighty Pesos (PhP79,880.00) plus VAT for the first<br />

year of the lease, with a 10% escalation on the aggregate current monthly rental on the 13 th and 25 th month of<br />

the term.<br />

<strong>iRemit</strong> and Oakridge Properties, Inc. are related to each other by virtue of JTKC Equities’ ownership of the<br />

Discovery Leisure Company, Inc. which in turn owns Oakridge Properties, Inc. JTKC Equities, Inc. is one of<br />

the Company’s major shareholders.<br />

All other <strong>iRemit</strong> foreign offices are on operating lease agreements that are not related party transactions in<br />

nature<br />

The Company has no plans or intention to acquire real properties in the next twelve (12) months.<br />

84


Memorandum of Agreement<br />

CONTRACTS AND AGREEMENTS<br />

The Company conducts its remittance and collection business internationally by organizing wholly-owned<br />

corporations, entering into a joint venture agreement and entering into Memorandum of Agreements (MOAs)<br />

with individuals and corporations in foreign territories. The operations include Hong Kong, Australia, Brunei,<br />

India, Singapore, Malaysia, Philippines, United Kingdom, Ireland, Netherlands, Spain, Italy, Austria, Saipan,<br />

United Arab Emirates, Qatar, Bahrain, Israel, Lebanon, Jordan, United States, Bermuda and Canada.<br />

The Memorandum of Agreements entered into with individuals and corporations in foreign territories follow a<br />

general format with some minor variations. Generally, the MOAs entered on or after 2004 provide that<br />

<strong>iRemit</strong> retain exclusive proprietary right over its IFS system which the foreign parties will use to implement<br />

the remittance arrangement. Those entered into on or before 2003 do not contain this provision. All MOAs<br />

however are aimed at limiting <strong>iRemit</strong>’s exposure by specifying that (a) the foreign parties are not agents but<br />

independent contractors (b) foreign parties shall be responsible for compliance with all applicable laws in<br />

their respective territories and (c) funds must first be deposited before <strong>iRemit</strong> Manila shall release the same to<br />

the intended beneficiary in the Philippines. Contracts executed on or after 2004 also stipulate amicable<br />

settlement or arbitration as the mode of settlement dispute and the exclusive jurisdiction of Philippine courts.<br />

New contracts with tie-ups require bond or advanced payment cover in order to fulfil the delivery of any of its<br />

transactions. The bond or advanced payment cover is deposited to an <strong>iRemit</strong>-designated bank account which<br />

serves as a collateral.<br />

The bulk of the MOAs in the Philippines cover the arrangement between the Company and various<br />

institutions, such as banks, credit companies, and pawnshops, for the appointment of the latter as payout<br />

stations of its Notify-to-Pay service. There are also MOAs that involve the appointment of <strong>iRemit</strong> as the<br />

collection agent for remittance of OFWs to real estate developers, pre-need and insurance companies<br />

including the SSS, Pag-IBIG Fund, Philhealth and OWWA. Likewise, contracts with couriers for door-todoor<br />

delivery service require mostly the payment of cash bond which is deposited to an <strong>iRemit</strong>-designated<br />

bank account but property as collateral or surety bond is also acceptable.<br />

Lease Contracts<br />

<strong>iRemit</strong> does not own any real estate but maintains its offices at the 25 th to the 27 th Floor of Discovery Center,<br />

No. 25 ADB Avenue, Ortigas Center, Pasig City. Said offices are covered by four lease agreements with the<br />

property owner, Oakridge Properties Inc. as follows:<br />

1) 25 th Floor. The lease is from February 1, 2007 to January 31, 2010. The area consists of 199 sq. m. with<br />

the monthly rental of Php 89,865.00 exclusive of VAT which shall be borne by <strong>iRemit</strong>.<br />

2) 26 th Floor. The lease is from December 1, 2006 to November 30, 2007. It covers units 2604 and 2605<br />

consisting of 551.80 sq. m. with the monthly rental of P311,767.00 exclusive of VAT which shall also be<br />

borne by <strong>iRemit</strong>. A separate lease agreement covers Unit 2603 but for the same lease period. It consists of<br />

199.70 sq. m. with a monthly rental of P99,850 exclusive of VAT which shall also be borne by <strong>iRemit</strong>. The<br />

use of the 37.31 sq. m. hallway for the 26 th floor is also covered by a separate lease agreement with <strong>iRemit</strong><br />

paying Php 12,498.85 a month.<br />

3) 27 th Floor. The lease is from February 1, 2006 to January 31, 2009 and covers Unit 2703. It consists of<br />

199.70 sq. m. with a monthly rent of Php 79,880.00 exclusive of VAT which shall also be borne by <strong>iRemit</strong>.<br />

85


Material Contracts of the Company<br />

Name of Contract Parties Description<br />

Contract of Lease <strong>iRemit</strong> and Oakridge Properties, Inc. A lease of the 25 th Floor office space of the<br />

Company in Discovery Suites. The lease is<br />

from February 1, 2007 to January 31, 2010.<br />

The area consists of 199 sq. m. with the<br />

monthly rental of Php 89,865.00 exclusive<br />

of VAT which shall be borne by <strong>iRemit</strong>.<br />

Contract of Lease <strong>iRemit</strong> and Oakridge Properties, Inc. A lease of Units 2604 and 2605 in<br />

Discovery Suites. The lease is from<br />

December 1, 2006 to November 30, 2007.<br />

The units consist of 551.80 sq. m. with a<br />

monthly rental of P311,767.00 exclusive of<br />

VAT which shall also be borne by <strong>iRemit</strong>.<br />

Contract of Lease <strong>iRemit</strong> and Oakridge Properties, Inc. A lease agreement covering Unit 2603 of<br />

the Discovery Suite. The lease is from<br />

December 1, 2006 to November 30, 2007.<br />

The unit consists of 199.70 sq. m. with a<br />

monthly rental of P99,850 exclusive of VAT<br />

which shall also be borne by <strong>iRemit</strong>.<br />

Contract of Lease <strong>iRemit</strong> and Oakridge Properties, Inc. The lease of the office space of the<br />

Company on the 27 th Floor of Discovery<br />

Suites. The lease is from February 1, 2006<br />

to January 31, 2009 and covers Unit 2703.<br />

It consists of 199.70 sq. m. with a monthly<br />

rent of Php 79,880.00 exclusive of VAT<br />

which shall also be borne by <strong>iRemit</strong>.<br />

86


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS<br />

Pursuant to the rationalization plan of <strong>iRemit</strong> in respect of its foreign operations, certain foreign offices which<br />

were erstwhile operating as <strong>iRemit</strong> affiliates under fee sharing schemes where folded in as direct subsidiaries<br />

of the Company. For this purpose, <strong>iRemit</strong> acquired from its shareholders and certain directors the equities of<br />

its foreign affiliates in the United Kingdom, Singapore, Australia and Hong Kong. The total consideration for<br />

these assets amounted to One Hundred Two Million Three Hundred Forty Nine Thousand Five Hundred<br />

Twenty Six Pesos (PhP102,349,526.00) as reflected in the several Deeds of Assignment dated June 30, 2007<br />

entered into by the Company with three of its directors, Messrs. Bansan C. Choa, Ben C. Tiu and Gilbert C.<br />

Gaw and Surewell Enterprises, Ltd. Transaction price was based on the par value of the shares acquired.<br />

<strong>iRemit</strong> executed four (4) Lease Agreements covering its occupancy of its offices at the 25 th to the 27 th Floor<br />

of Discovery Center, No. 25 ADB Avenue, Ortigas Center, Pasig City with Oakridge Properties Inc., a related<br />

party by virtue of JTKC Equities, Inc.’s ownership of the Discovery Leisure Company, Inc. which in turn<br />

owns Oakridge Properties, Inc. A further discussion on the Lease Agreements may be found on pages 84 and<br />

85 under “Description of Properties” and “Contracts and Agreements”, respectively.<br />

<strong>iRemit</strong> has office sharing arrangements with Surewell Enterprises, Ltd. in Hong Kong and Surewell Equities<br />

(S) PTE LTD. in Singapore. Mr. Bansan C. Choa is a shareholder in both companies.<br />

Aside from the foregoing, the Company engages in the following transactions with related parties in the<br />

ordinary course of business:<br />

- Transactions consisting of delivery services for a fee with subsidiaries, to wit:<br />

o International <strong>Remittance</strong> (Canada) Limited;<br />

o I-Remit <strong>Global</strong> <strong>Remittance</strong> Limited;<br />

o I-Remit Australia Pty. Limited; and<br />

o Lucky Star Management Ltd.<br />

- Transactions consisting of delivery services for a fee with associates, to wit<br />

o Worldwide Exchange Pty. Ltd.; and<br />

o I-Remit Singapore Pte. Ltd.<br />

- A Peso bank account maintained with Sterling Bank of Asia Inc (A Savings Bank). The Bank’s<br />

majority shareholders are JTKC Equities, Inc. Surewell Equities, Inc and Star Equities Inc.<br />

Advances to/from Stockholders<br />

In the normal course of <strong>iRemit</strong> doing business, there were occasions when the stockholders would be<br />

advancing funds for working capital requirements of the Company. Reciprocally, there would also be<br />

occasions when the Company would have excess funds and would employ these to advance funds to some of<br />

its affiliates, payable on demand. In prior years, advances were made to foreign offices which, as these were<br />

still starting commercial operations, were then owned by the stockholders or associates or companies owned<br />

by the stockholders. The funds were then used either as working capital, to maintain cash balances in bank<br />

87


accounts or for provision of cash bonds. Presently, these foreign offices are either affiliates or subsidiaries of<br />

<strong>iRemit</strong>.<br />

Advances to subsidiaries, associates and affiliates<br />

Further to the Company’s usual course of business, it also advances funds to its subsidiaries, associates and<br />

affiliates. These are accounts receivable from subsidiaries, associates and affiliates pertaining to remittance<br />

transactions. It also consists of advances made to subsidiaries, associates and affiliates for working capital to<br />

maintain cash balances in bank accounts and other financial and operating requirements. The accounts<br />

receivables are usually settled the next banking day. On the other hand, advances for financial and operating<br />

requirements are on demand.<br />

88


LEGAL PROCEEDINGS<br />

The Company and its major subsidiaries and associates are not involved in, nor are any of their properties<br />

subject to, any material legal proceedings that could potentially affect their operations and financial<br />

capabilities.<br />

89


GENERAL CORPORATE INFORMATION<br />

<strong>iRemit</strong> was incorporated on March 5, 2001 with SEC Registration No. A200101631.<br />

Summary of Articles of Incorporation<br />

The primary purpose of the Company is:<br />

To engage in the business of fund transfer and remittance services, from abroad into the Philippines or<br />

otherwise, of any form or kind of currencies or monies, either by electronic, telegraphic, wire or any other<br />

mode of transfer; as well as to undertake the delivery of such funds or monies, both in the domestic and<br />

international market, by providing courier or freight forwarding services; and to conduct foreign exchange<br />

transactions as may be allowed by law and other allied activities relative thereto; provided that the foreign<br />

exchange currency transactions of the Company shall be limited to ordinary money changing activity or<br />

“spot” foreign currency transaction; provided further that the Corporation shall not engage in the business of<br />

being a commodity future broker or otherwise engage in financial derivatives activities such as foreign<br />

currency swaps, forwards, options or other similar instruments as defined under BSP Circular No. 102, Series<br />

of 1995.<br />

Term<br />

The Company is to exist for fifty (50) years from and after the date of incorporation.<br />

Capitalization<br />

The Company was initially incorporated with a capital stock of Two Hundred Million Pesos<br />

(P=200,000,000.00), divided into Two Million shares at the par value of One Hundred Pesos (P=100.00) per<br />

share. Subscribers at incorporation are the following:<br />

NAME<br />

iVANTAGE<br />

CORPORATION<br />

NATIONALITY<br />

NO. OF<br />

SHARES<br />

SUBSCRIBED<br />

90<br />

AMOUNT OF<br />

CAPITAL<br />

STOCK<br />

SUBSCRIBED<br />

AMOUNT OF<br />

CAPITAL<br />

PAID-UP<br />

Filipino 999,993 P= 99,999,300.00 P= 49,999,300.00<br />

BEN C. TIU Filipino 1 100.00 100.00<br />

WILSON L. SY Filipino 1 100.00 100.00<br />

WILLY N. OCIER Filipino 1 100.00 100.00<br />

WILLIAM L. CHUA Filipino 1 100.00 100.00<br />

JUAN G. CHUA Filipino 1 100.00 100.00


DAVID R. DE LEON Filipino 1 100.00 100.00<br />

RANDOLPH C. DE<br />

LEON<br />

Filipino 1 100.00 100.00<br />

TOTAL 1,000,000 P= 100,000,000.00 P= 50,000,000.00<br />

On August 15, 2002, iVantage Corporation sold all its titles, rights, interests and obligations in and to all its<br />

subscribed shares in the Company to the following:<br />

NAME<br />

NATIONALITY<br />

NO. OF<br />

SHARES<br />

SUBSCRIBED<br />

91<br />

AMOUNT OF<br />

CAPITAL<br />

STOCK<br />

SUBSCRIBED<br />

AMOUNT OF<br />

CAPITAL<br />

PAID-UP<br />

JTKC Equities, Inc. Filipino 650,000 P=65,000,000.00 P= 32,500,000.00<br />

Surewell Equities, Inc. Filipino 300,000 30,000,000.00 15,000,000.00<br />

JPSA <strong>Global</strong> Services Co. Filipino 50,000 5,000,000.00 2,500,000.00<br />

The new shareholders assumed pro-rata the subscription payable to <strong>iRemit</strong> of iVantage Corporation<br />

amounting to Fifty Million Pesos (P50,000,000.00)<br />

On February 8, 2005, JTKC Equities, Inc. assigned all of its rights, interests and obligations in and to its<br />

entire subscription consisting of Six Hundred Fifty Thousand (650,000) shares in the Company unto Deighton<br />

Limited, a corporation organized and existing under the laws of Hong Kong.<br />

On June 27, 2007, JTKC Equities bought back the Six Hundred Fifty Thousand (650,000) shares in the<br />

Company from Deighton Limited.<br />

On August 22, 2007, the Philippine SEC approved the application of the Company to increase its capital stock<br />

from Two Hundred Million Pesos (P200,000,000.00) to One Billion Pesos (P1,000,000,000.00) and to reduce<br />

the par value of each share of the Company from PhP100.00 to PhP1.00.<br />

With the said approval by the Philippine SEC, the authorized capital stock of the Company is currently ONE<br />

BILLION PESOS (P=1,000,000,000.00), Philippine Currency, which said capital stock is divided into ONE<br />

BILLION (1,000,000,000) Common Shares with a par value of ONE PESO (P=1.00) each.<br />

Shares subscribed and paid-up subsequent to the increase in the capital stock are as follows:<br />

SUBSCRIBERS<br />

NUMBER OF<br />

SHARES<br />

SUBSCRIBED<br />

AMOUNT PAID UP<br />

Star Equities Inc. ……………………………………………...... 158,418,225 P 158,418,225<br />

Surewell Equities, Inc. …………………………………………. 119,100,000 119,100,000<br />

JTKC Equities, Inc. …………………………………………..... 99,631,775 99,631,775<br />

JPSA <strong>Global</strong> Services Co. ……………………………………... 19,850,000 19,850,000<br />

TOTAL 397,000,000 P 397,000,000


The Company’s Board of Directors and Stockholders have also approved the amendment of the Articles of<br />

Incorporation to deny pre-emptive rights. Upon approval by the Philippine SEC of said amendment, no<br />

stockholder shall have a right to purchase or subscribe to any additional share of the capital stock of the<br />

Company whether such shares of capital stock are now or hereafter authorized, whether or not such stock is<br />

convertible into or exchangeable for any stock of the Company or of any other class, and whether out of the<br />

number of shares authorized by the Articles of Incorporation of the Company as originally filed, or by any<br />

amendment thereof, or out of shares of the capital stock of any class of the Company acquired by it after the<br />

issue thereof; nor shall any holder of any such stock of any class, as such holder, have any right to purchase or<br />

subscribe for any obligation which the Company may issue or sell that shall be convertible into, or<br />

exchangeable for, any shares of the capital stock of any class of the Company or to which shall be attached or<br />

appertain any warrant or warrants or any instrument or instruments that shall confer upon the owner of such<br />

obligation, warrant or instrument the right to subscribe for, or to purchase from the Company, any shares of its<br />

capital stock of any class.<br />

Principal and Branch Offices<br />

The principal office of the Company shall be established or located in Metropolitan Manila, Philippines. The<br />

Company may also have a branch office or branch offices at such other place or places within or outside the<br />

Philippines as the Board of Directors may from time to time determine as the business of the Company may<br />

require.<br />

Stockholders’ Meeting<br />

All meetings of the stockholders shall be held at the principal office of the Company or at any place<br />

designated by the Board of Directors in the city or municipality where the principal office of the Company is<br />

located.<br />

Stockholders may vote in all meetings either in person or by proxy given in writing and signed by the<br />

stockholders concerned and presented to the Secretary at least seven (7) working days before the date of the<br />

stockholders' meeting for verification and record purposes. Revocation of proxies shall also be in writing and<br />

signed by the stockholders concerned and presented to the Secretary before the same deadline.<br />

At a stockholder’s meeting, every stockholder shall be entitled to one (1) vote for each share of voting.<br />

The annual meeting of the stockholders for the election of directors and for the transaction of such other<br />

business as may come before the meeting shall be held in the month of July of each year.<br />

The Board of Directors<br />

Unless otherwise provided by law, the powers, business and property of the Company shall be exercised,<br />

conducted and controlled by the Board of Directors.<br />

The Board of Directors shall compose of eleven (11) members. The Directors shall be elected at the annual<br />

stockholders meeting, and their term of office shall be one (1) year and until their successors shall have been<br />

elected at the next annual stockholders meeting and have qualified in accordance with the By-Laws and under<br />

pertinent laws and regulations of the Philippines.<br />

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The Officers<br />

The officers of the Company shall consist of the Chairman of the Board, one or more Vice Chairmen,<br />

President, one (1) or more Vice Presidents, Corporate Secretary, Treasurer and such other officers as may<br />

from time to time be elected or appointed by the Board of Directors.<br />

Fiscal Year and Dividends<br />

The fiscal year of the Company shall commence with the opening of business on the first day of January of<br />

each calendar year and shall close on the last day of December of the same calendar year.<br />

Dividends shall be declared and paid out of the unrestricted retained earnings which shall be payable in cash,<br />

property, or stock to all stockholders on the basis of outstanding stock held by them, as often and at such time<br />

as the Board of Directors may determine and in accordance with law and applicable rules and regulations.<br />

Any stock dividend declaration requires the approval of shareholders holding at least two-thirds of the<br />

Company’s total outstanding capital stock.<br />

Auditors<br />

At the regular stockholders' meeting, the external auditor or auditors of the Company for the ensuing year<br />

shall be appointed. The external auditor or auditors shall examine, verify and report on the earnings and<br />

expenses of the Company and shall certify the remuneration of the external auditor or auditors as determined<br />

by the Board of Directors.<br />

93


Securities and Exchange Commission<br />

REGULATORY FRAMEWORK<br />

Under the Securities Regulation Code (the “SRC”), the SEC has jurisdiction and supervision over all<br />

corporations, partnerships or associations who have been granted primary franchises and/or licenses or<br />

permits issued by the Government. It is also responsible for regulating the securities market. The SEC is an<br />

administrative government agency under the supervision of the Department of Finance of the Philippines.<br />

The SEC is headed by a chairperson and four associate commissioners who are appointed by the President for<br />

staggered terms of seven years. The SEC is responsible for the registration and regulation of securities<br />

exchanges, the regulation of securities markets, the licensing of securities brokers and dealers, the<br />

promulgation of rules and regulations on securities trading and the issuance of opinions and rulings pertaining<br />

to the proper application of the Corporation Code, the Securities Regulation Code and certain other statutes.<br />

The SRC provides that all securities which are to be offered or sold to the public in the Philippines must be<br />

registered with the SEC (except for exempt securities and securities to be sold in certain exempt transactions).<br />

As part of the SEC’s general reporting requirements, all corporations are required to file a General<br />

Information Sheet (“GIS”) within 30 days from the date of the annual meeting as specified in the<br />

corporation’s by-laws. The GIS contains information on names, nationalities and addresses of the current<br />

stockholders, directors and officers of the corporation.<br />

The SEC, as well as the Philippine Stock Exchange (“PSE”), also require all listed companies to submit,<br />

among other things, a quarterly report within 45 days from the end of each of the first three quarters, an<br />

annual report and financial statements within 105 days after the end of the fiscal year of the company and<br />

disclosure of material events affecting the company immediately after they occur. The annual report details<br />

the operations of the corporation for the preceding year and is required to include audited financial<br />

statements.<br />

The Board of Directors of the Corporation is required to present to stockholders at the yearly meeting the<br />

annual report. Stockholders, however, are entitled to request copies of the most recent financial statements of<br />

the corporation which include a balance sheet as of the end of the most recent tax year and a profit and loss<br />

statement for that year. Stockholders are also entitled to inspect and examine the books and records that the<br />

corporation is required by law to maintain.<br />

Bangko Sentral ng Pilipinas (Anti-Money Laundering Council)<br />

With the intention of preventing money laundering, the Anti-Money Laundering Act (Republic Act No. 9160<br />

as amended by Republic Act No. 9194, and hereinafter referred to as “AMLA”) was passed in 2001.<br />

The AMLA created as well the Anti-Money Laundering Council (AMLC) which is composed of the Governor<br />

of the Bangko Sentral ng Pilipinas as Chairman, the Commissioner of the Insurance Commission and the<br />

Chairman of the Securities and Exchange Commission as members. The AMLC discharges the functions<br />

enumerated in the AMLA, which basically regulates the transfer of funds via the route of the covered<br />

institutions. A “covered institution” refers to:<br />

1. Banks, non-banks, quasi-banks, trust entities, and all other institutions and their subsidiaries and affiliates<br />

supervised or regulated by the Bangko Sentral ng Pilipinas (BSP);<br />

2. Insurance companies and all other institutions supervised or regulated by the Insurance Commission; and<br />

94


3. (i) securities dealers, brokers, salesmen, investment houses and other similar entities managing securities<br />

or rendering services as investment agent, advisor, or consultant, (ii) mutual funds, closed-end investment<br />

companies, common trust funds, pre-need companies and other similar entities, (iii) foreign exchange<br />

corporations, money changers, money payment, remittance, and transfer companies and other similar<br />

entities, and (iv) other entities administering or otherwise dealing in currency, commodities or financial<br />

derivatives based thereon, valuable objects, cash substitutes and other similar monetary instruments or<br />

property supervised or regulated by Securities and Exchange Commission.<br />

As remittance agents are covered by the AMLA, BSP Circular No. 471 Series of 2005, for monitoring<br />

purposes, required said agents to register with the BSP before they could operate as such.<br />

The BSP requires all registered remittance agents to maintain accurate and meaningful originator information<br />

on funds transferred/ remitted by requiring the sender/remitter to fill up and sign an application form, which<br />

shall contain minimum data and information, such as, but not limited to, the printed name and signature of<br />

remitter, permanent address, nationality, amount and currency to be remitted and source of foreign currency<br />

for individuals. For corporate/juridical customers, in addition to a signed application containing the applicable<br />

information for individual customers, a photocopy of the authority and identification of the person purporting<br />

to act in behalf of the client shall be required.<br />

A remittance agent is required to submit to the AMLC a report on covered transactions and suspicious<br />

transactions within five (5) banking days from the date of said transaction or from date the remittance agent<br />

gained information that the transaction was done for the purpose of laundering proceeds of criminal or other<br />

illegal activities or from the time the remittance agent had reasonably suspected that said transactions were<br />

entered into for the purpose of laundering proceeds of criminal and other illegal activities.<br />

Covered transactions refer to transactions in cash or other equivalent monetary instrument involving a total<br />

amount in excess of five hundred thousand pesos (P500,000.00) within one (1) banking day while suspicious<br />

transactions are transactions, regardless of amount, where any of the following circumstances exists:<br />

1. There is no underlying legal or trade obligation, purpose or economic justification;<br />

2. The client is not properly identified;<br />

3. The amount involved is not commensurate with the business or financial capacity of the client;<br />

4. Taking into account all known circumstances, it may be perceived that the client’s transaction is<br />

structured in order to avoid being the subject of reporting requirements under the Anti-Money<br />

Laundering Act;<br />

5. Any circumstance relating to the transaction which is observed to deviate from the profile of the client<br />

and/or the client’s past transactions with the covered institution;<br />

6. The transaction is in any way related to an unlawful activity or any money laundering activity or offense<br />

under the Anti-Money Laundering Act that is about to be, is being or has been committed; or<br />

7. Any transaction that is similar, analogous or identical to any of the foregoing.<br />

95


PHILIPPINE FOREIGN INVESTMENT, EXCHANGE CONTROLS AND<br />

FOREIGN OWNERSHIP<br />

Under current Bangko Sentral ng Pilipinas (“BSP”) regulations, a foreign investment in listed Philippine<br />

securities (such as the Common Shares) must be registered with the BSP if the foreign exchange needed to<br />

service the repatriation of capital and the remittance of dividends, profits and earnings which accrue thereon<br />

will be sourced from the banking system. The application for registration must be filed by a<br />

stockbroker/dealer or an underwriter directly with the BSP or with a custodian bank designated by the<br />

investor. A custodian bank may be any commercial bank or offshore banking unit in the Philippines appointed<br />

by the investor to register the investment, hold shares for the investor, and represent the investor in all<br />

necessary actions in connection with his investments in the Philippines. Applications for registration must be<br />

accompanied by: (i) a purchase invoice, or subscription agreement and/or proof of listing in the PSE; and (ii)<br />

a credit advice or bank certification showing the amount of foreign currency inwardly remitted. Upon<br />

submission of the required documents, a Bangko Sentral Registration Document (“BSRD”) will be issued.<br />

Proceeds of divestments, or dividends of registered investments are repatriable or remittable immediately in<br />

full through the Philippine commercial banking system, net of applicable tax, without need of BSP approval.<br />

<strong>Remittance</strong> is allowed upon presentation of the BSRD, at the exchange rate applicable on the date of actual<br />

remittance. Pending repatriation or reinvestment, divestment proceeds, as well as dividends of registered<br />

investments, may be lodged temporarily in interest-bearing deposit accounts. Interest earned thereon, net of<br />

taxes, is also remittable in full. <strong>Remittance</strong> of divestment proceeds of dividends of registered investments<br />

may be reinvested in the Philippines if the investments are registered with the BSP.<br />

The foregoing is subject to the power of the BSP, with the approval of the President of the Philippines, to<br />

restrict the availability of foreign exchange during an exchange crisis, when an exchange crisis is imminent or<br />

in times of national emergency.<br />

The registration with the BSP of all foreign investments in the Offer Shares shall be the responsibility of the<br />

foreign investor.<br />

Under Philippine law, there are no foreign ownership restrictions for the type of business in which the<br />

Company is engaged in. Neither does the Company own land in the Philippines which is restricted to<br />

Philippine Nationals. Specifically, under Philippine law, only Philippine Nationals are permitted to own land in<br />

the Philippines. The term “Philippine National” as defined under Republic Act. No. 7042, as amended, shall<br />

mean a citizen of the Philippines; or a domestic partnership or association wholly owned by citizens of the<br />

Philippines; or a corporation organized under the laws of the Philippines of which at least sixty percent (60%)<br />

of the capital stock outstanding and entitled to vote is owned and held by citizens of the Philippines; or a<br />

corporation organized abroad and registered as doing business in the Philippines under the Corporation Code<br />

of which one hundred percent (100%) of the capital stock outstanding and entitled to vote is wholly owned by<br />

Filipinos or a trustee of funds for pension or other employee retirement or separation benefits, where the<br />

trustee is a Philippine national and at least sixty percent (60%) of the fund will accrue to the benefit of<br />

Philippine nationals.<br />

96


TAXATION<br />

The following is a general description of certain Philippine tax aspects of the investment in the Company.<br />

This discussion is based upon laws, rules and regulations, rulings, income tax conventions (treaties),<br />

administrative practices, and judicial decisions in effect at the date of this <strong>Prospectus</strong>. Subsequent legislative,<br />

judicial, or administrative changes or interpretations, which may be retroactive in nature, could affect tax<br />

consequences to the prospective investor.<br />

The tax treatment of a prospective investor may vary depending on such investor’s particular situation and<br />

certain investors may be subject to special rules not discussed below. This summary does not purport to<br />

address all tax aspects that may be applicable to an investor.<br />

This general description does not purport to be a comprehensive description of the Philippine tax aspects of<br />

the investment in shares and no information is provided regarding the tax aspects of acquiring, owning,<br />

holding, or disposing of the shares under applicable tax laws of other pertinent jurisdictions and the specific<br />

Philippine tax consequence in light of particular situations of acquiring, owning, holding, and disposing of<br />

the shares in such other jurisdictions.<br />

EACH PROSPECTIVE HOLDER SHOULD CONSULT WITH HIS/HER OWN TAX ADVISER AS<br />

TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF PURCHASING, OWNING<br />

AND DISPOSING OF THE OFFER SHARES, INCLUDING THE APPLICABILITY AND EFFECT<br />

OF ANY STATE, LOCAL AND NATIONAL TAX LAWS.<br />

The terms “resident alien,” “non-resident citizen,” “non-resident alien,” “resident foreign corporation,” and<br />

“non-resident foreign corporation” are used in the same manner as in the Tax Code.<br />

A “resident alien” is an individual whose residence is within the Philippines and who is not a citizen thereof.<br />

A “non-resident citizen” is a citizen of the Philippines who: (a) established to the satisfaction of the<br />

Commissioner of Internal Revenue the fact of his/her physical presence abroad with a definite intention to<br />

reside therein; (b) leaves the Philippines during the taxable year to reside abroad, either as an immigrant or for<br />

employment on a permanent basis; or (c) works and derives income from abroad and whose employment<br />

thereat requires him to be physically present abroad most of the time during the taxable year. A citizen of the<br />

Philippines who has been previously considered as a non-resident citizen and who arrives in the Philippines at<br />

any time during the taxable year to reside permanently in the Philippines shall be treated as a non-resident<br />

citizen for the taxable year in which he/she arrives in the Philippines with respect to his/her income derived<br />

from sources abroad until the date of his/her arrival in the Philippines.<br />

A “non-resident alien” is an individual whose residence is not within the Philippines and who is not a citizen<br />

thereof. A “non-resident alien” may either be engaged or not engaged in trade or business in the Philippines.<br />

A “non-resident alien” who stays in the Philippines for an aggregate period of more than 180 days during any<br />

calendar year is deemed a “non-resident alien doing business in the Philippines.”<br />

A “resident foreign corporation” refers to a foreign corporation engaged in trade or business in the<br />

Philippines, while a “non-resident foreign corporation” refers to a foreign corporation not engaged in trade or<br />

business in the Philippines.<br />

97


A resident citizen is taxed on income from all sources (other than certain passive income and capital gains) at<br />

progressive rates ranging from 5.00% to 32.00% of net taxable income. A non-resident alien engaged in trade<br />

or business in the Philippines is generally subject to tax on net income from Philippine sources (other than<br />

certain passive income and capital gains) at the same progressive tax rates imposed on resident aliens and<br />

citizens.<br />

A non-resident alien not engaged in trade or business in the Philippines is taxed on gross income from<br />

Philippine sources (other than certain passive income and capital gains) at the rate of 25.00% withheld at<br />

source.<br />

Corporate Income Tax<br />

A domestic corporation is subject to a tax of 35.00% (currently scheduled to be reduced to 30.00% beginning<br />

in 2009) of its taxable income (gross income less allowable deductions) from all sources within and outside<br />

the Philippines except those items of income that are subject to final withholding tax, such as: (a) gross<br />

interest income from Philippine currency bank deposits and yield or any other monetary benefit from deposit<br />

substitutes, trust funds, and similar arrangements as well as royalties from sources within the Philippines that<br />

are generally taxed at the lower final withholding tax rate of 20.00% of the gross amount of such income; and<br />

(b) interest income from a depository bank under the expanded foreign currency deposit system that is subject<br />

to a final tax at the rate of 7.50% of such income<br />

A resident foreign corporation (except certain types of corporations enumerated in the Tax Code) is subject to<br />

a tax of 35.00% (currently scheduled to be reduced to 30.00% beginning in 2009) of its taxable income (gross<br />

income less allowable deductions) from all sources within the Philippines except those items of income that<br />

are subject to final withholding tax, such as: (a) gross interest income from Philippine currency bank deposits<br />

and yield or any other monetary benefit from deposit substitutes, trust funds, and similar arrangements as well<br />

as royalties from sources within the Philippines that are generally taxed at the lower final withholding tax rate<br />

of 20.00% of the gross amount of such income; and (b) interest income from a depository bank under the<br />

expanded foreign currency deposit system that is subject to a final tax at the rate of 7.50% of such income.<br />

A minimum corporate income tax of 2.00% of the gross income as of the end of the taxable year is imposed<br />

on a domestic corporation, as well as on a resident foreign corporation (other than an international carrier, an<br />

offshore banking unit, or a regional or area headquarters or regional operating headquarters of a multinational<br />

company), beginning on the fourth taxable year immediately following the year in which such corporation<br />

commenced its business operations, when the minimum corporate income tax is greater than the regular<br />

income tax for the taxable year. Any excess of the minimum corporate income tax over the ordinary<br />

corporate income tax shall be carried forward and credited against the latter for the three (3) immediately<br />

succeeding taxable years. Further, subject to certain conditions, the minimum corporate income tax may be<br />

suspended with respect to a corporation that suffers from losses on account of a prolonged labor dispute, or<br />

because of force majeure, or because of legitimate business reverses.<br />

The President of the Philippines may, upon the recommendation of the Secretary of Finance and upon<br />

occurrence of certain macroeconomic conditions, allow domestic and resident foreign corporations the option<br />

to be taxed on a gross basis at the rate of 15.00%.<br />

A final withholding tax of 35.00% is imposed, as a general rule, upon the gross income received during each<br />

taxable year of a non-resident foreign corporation from all sources within the Philippines.<br />

98


Tax on Dividends<br />

Cash and property dividends received from a domestic corporation by individual stockholders who are either<br />

citizens or residents of the Philippines are subject to final withholding tax at the rate of 10.00%. Cash and<br />

property dividends received by non-resident alien individuals engaged in trade or business in the Philippines<br />

are subject to a 20.00% final withholding tax on the gross amount thereof, while cash and property dividends<br />

received by non-resident alien individuals not engaged in trade or business in the Philippines are generally<br />

subject to final withholding tax at the rate of 25.00% of the gross amount subject, however, to the applicable<br />

preferential tax rates under tax treaties executed between the Philippines and the country of residence or<br />

domicile of such non-resident foreign individuals. A non-resident alien who comes to the Philippines and<br />

stays in the country for an aggregate period of more than 180 days during any calendar year will be deemed a<br />

non-resident alien engaged in business in the Philippines.<br />

Cash and property dividends received from a domestic corporation by another domestic corporation or by<br />

resident foreign corporations are not subject to tax while those received by non-resident foreign corporations<br />

(i.e. foreign corporations not engaged in trade or business in the Philippines) are subject to final withholding<br />

tax at the rate of 35.00% until end-2008 (with a reduced final withholding tax at the rate of 30.00% from 2009<br />

onwards).<br />

The 35.00% rate for dividends paid to a non-resident foreign corporation may be reduced if the country of<br />

residence of such foreign corporation has an existing tax treaty with the Philippines and such treaty provides<br />

for a preferential tax rate. The 35.00% rate may also be reduced to 15.00% if the country in which the nonresident<br />

foreign corporation is domiciled imposes no tax on foreign-sourced dividends or allows a credit<br />

against the tax due from the non-resident foreign corporation, for taxes deemed to have been paid in the<br />

Philippines equivalent to 20.00%. Effective on January 1, 2009, the credit against the tax due shall be<br />

15.00%.<br />

Stock dividends distributed pro-rata to any holder of shares of stock are not subject to Philippine income tax.<br />

Philippine tax authorities have prescribed, through an administrative issuance, certain procedures for<br />

availment of tax treaty relief. Subject to the approval by the BIR of the Company’s application for tax treaty<br />

relief, the Company shall withhold taxes at a reduced rate on dividends to be paid to a non-resident holder, if<br />

such non-resident holder provides the Company with proof of residence and if applicable, individual or<br />

corporate status. Proof of residence for an individual consists of certification from his/her embassy,<br />

consulate, or other equivalent certification issued by the proper government authority, or any other official<br />

document proving tax residence. If the regular tax rate is withheld by the Company instead of the reduced<br />

rates applicable under the treaty, the non-resident holder of the shares may file a claim from refund from the<br />

BIR. However, because the refund process in the Philippines requires the filing of an administrative claim<br />

and the submission of supporting information, and may also involve the filing of a judicial appeal if the claim<br />

is denied by the BIR. , The filing of a claim for refund may therefore prove to be impractical.<br />

Sale, Exchange, or Disposition of Shares<br />

Taxes on Capital Gains<br />

Net capital gains realized by a resident or non-resident other than a dealer in securities during each taxable<br />

year from the sale, exchange, or disposition of shares outside the facilities of the PSE, unless an applicable<br />

treaty exempts such gains from tax or provides for preferential rates, are generally subject to tax as follows:<br />

99


Gains not exceeding PHP 100,000.00 Five percent (5.00%)<br />

Gains over PHP100, 000.00 Ten percent (10.00%)<br />

Taxes on Transfer of Shares Listed and Traded through the PSE<br />

A sale or other disposition of shares of stock listed and traded through the facilities of the Exchange by a<br />

resident or a non-resident holder, other than a dealer in securities, is generally subject to a stock transaction<br />

tax at the rate of one-half of one percent (1/2 of 1.00%) of the gross selling price or gross value in money of<br />

the shares of stock sold or otherwise disposed, unless an applicable treaty exempts such sale from said tax.<br />

The tax is borne by the seller or transferor. The broker who effected the sale shall collect the tax from the<br />

seller and remit the same to the BIR. Gains on any such sale or disposition are not subject to income tax.<br />

In addition, a VAT of 12.00% is imposed on the commission earned by the PSE registered broker, which is<br />

generally passed on to the client.<br />

Documentary Stamp Tax<br />

The original issue of shares of stock is subject to documentary stamp tax of PHP 1.00 for each PHP 200.00<br />

par value or a fraction thereof, of the shares of stock issued. On the other hand, the sale, transfer, or other<br />

disposition of shares of stock (including the re-issuance of previously redeemed shares of stock) is subject to<br />

a documentary stamp tax of PHP 0.75 for each PHP 200.00 par value or a fractional part thereof of the shares<br />

sold, transferred, or otherwise disposed of.<br />

However, for a period of five (5) years from March 20, 2004, the sale, barter, or exchange of stocks listed and<br />

traded at the Philippine Stock Exchange shall be exempt from documentary stamp tax.<br />

In addition, the borrowing and lending of securities that will be executed under the Securities Borrowing and<br />

Lending Program to be implemented by a registered exchange, or which are in accordance with regulations<br />

prescribed by the appropriate regulatory authority, will likewise be exempt from documentary stamp tax.<br />

However, the securities borrowing and lending agreement should be duly covered by a master securities<br />

borrowing and lending agreement acceptable to the appropriate regulatory authority, and should be duly<br />

registered and approved by the BIR. Otherwise, such agreement would be subject to the documentary stamp<br />

tax on debt instruments at the rate of PHP 1.00 on each PHP 200.00 or the fractional part thereof of the issue<br />

price of such debt instrument.<br />

Estate and Gift Taxes<br />

Shares issued by a corporation organized under Philippine laws are deemed to have a Philippine situs, and any<br />

transfer thereof by way of succession or donation even if made by a non-resident decedent or donor outside<br />

the Philippines, is subject to Philippine estate or donor’s tax.<br />

Subject to certain exceptions, the transfer of shares upon the death of an individual holder to his/her heirs by<br />

way of succession, whether such holder was a citizen of the Philippines or an alien, regardless of residence,<br />

will be subject to Philippine taxes at progressive rates ranging from 5.00% to 20.00%, if the net estate is over<br />

PHP 200,000.00. On the other hand, individual and corporate holders, whether or not citizens or residents of<br />

the Philippines, who transfer shares by way of gift or donation will be liable to Philippine donor’s tax on such<br />

transfers at progressive rates ranging from 2.00% to 15.00% of the net gifts during the year exceeding PHP<br />

100,000.00. The rate of tax with respect to net gifts made to a stranger (i.e. one who is not a brother, sister,<br />

100


spouse, ancestor, lineal descendant or relative by consanguinity within the fourth degree of relationship) is a<br />

flat rate of thirty percent (30.00%) of the net gifts.<br />

Estate and donor’s taxes, however, shall not be collected in respect of intangible personal property, such as<br />

shares of stock: (a) if the decedent at the time of his/her death or the donor at the time of the donation was a<br />

citizen and resident of a foreign country which at the time of his/her death or donation did not impose a<br />

transfer tax of any character, in respect of intangible personal property of citizens of the Philippines not<br />

residing in that foreign country; or (b) if the laws of the foreign country of which the decedent or donor was a<br />

citizen and resident at the time of his/her death or donation allows a similar exemption from transfer or death<br />

taxes of every character or description in respect of intangible personal property owned by citizens of the<br />

Philippines not residing in that foreign country.<br />

Taxation outside the Philippines<br />

Shares of stock in a domestic corporation are considered under Philippine law as situated in the Philippines<br />

and any gain derived from their sale is entirely from Philippine sources; hence, such gain is generally subject<br />

to Philippine income tax and the transfer of such shares by gift (donation), or succession, is generally subject<br />

to the donor’s or estate taxes as above stated.<br />

The tax treatment of a non-resident holder of shares of stock in jurisdictions outside the Philippines may vary<br />

depending on the tax laws applicable to such holder by reason of domicile or business activities and such<br />

holder’s particular situation. This <strong>Prospectus</strong> does not fully discuss the tax consideration on non-resident<br />

holders of shares of stock under laws other than those of the Philippines.<br />

101


PHILIPPINE STOCK MARKET<br />

The information presented in this section has been extracted from publicly available documents which have<br />

not been prepared or independently verified by the Company or the Sole Issue Manager or any of their<br />

respective affiliates or advisors in connection with sale of the Offer Shares.<br />

Brief History<br />

The Philippines initially had two stock exchanges, the Manila Stock Exchange, which was organized in 1927,<br />

and the Makati Stock Exchange, which began operations in 1963. Each exchange was self-regulating,<br />

governed by its respective Board of Directors elected annually by its members.<br />

Several steps initiated by the Government have resulted in the unification of the two bourses into the PSE.<br />

The PSE was incorporated in 1992 by officers of both the Makati and the Manila Stock Exchanges. In March<br />

1994, the licenses of the two exchanges were revoked. While the PSE maintains two trading floors, one in<br />

Makati City and the other in Pasig City, these floors are linked by an automated trading system which<br />

integrates all bid and ask quotations from the bourses.<br />

In June 1998, the Philippine SEC granted the PSE a Self-Regulatory Organization (‘‘SRO’’) status, allowing<br />

it to impose rules as well as implement penalties on erring trading participants and listed companies. On<br />

August 8, 2001, PSE completed its demutualization, converting from a non-stock member-governed<br />

institution into a stock corporation in compliance with the requirements of the SRC. The PSE has an<br />

authorized capital stock of 36.8 million, of which 15.3 million is subscribed and fully paid-up. Each of the<br />

184 member-brokers was granted 50,000 shares of the new PSE at a par value of P1.00 per share. In addition,<br />

a trading right evidenced by a ‘‘Trading Participant Certificate’’ was immediately conferred on each Trading<br />

Participant allowing the use of the PSE’s trading facilities. As a result of the demutualization, the composition<br />

of the PSE Board of Directors was changed, requiring the inclusion of seven brokers and eight non-brokers,<br />

one of whom is the President. On December 15, 2003, the PSE listed its shares by way of introduction at its<br />

own bourse as part of a series of reforms aimed at strengthening the Philippine securities industry.<br />

A listing committee comprised of representatives elected by the board of directors of the PSE deliberates on<br />

all applications for listing and, if the listing application is endorsed by the committee, forwards the application<br />

to the PSE board of directors for approval.<br />

Classified into financial, industrial, holding firms, property, services, mining and oil sectors, companies are<br />

listed either on the Exchange’s First Board, Second Board or the newly created Small and Medium<br />

Enterprises Board. Each index represents the numerical average of the prices of component stocks. The PSE<br />

has an index, referred to as the PHISIX, which as at the date hereof reflects the price movements of 34<br />

selected stocks listed on the PSE, based on traded prices of stocks from the various sectors. The PSE shifted<br />

from full market capitalization to free float market capitalization effective April 3, 2006 simultaneous with the<br />

migration to the free float index and the naming of the PHISIX to PSEI. The new PSEI includes 30 selected<br />

stocks listed on the PSE.<br />

With the increasing calls for good corporate governance, PSE has adopted an online daily disclosure system<br />

to improve the transparency of listed companies and to protect the investing public.<br />

The table below sets forth movements in the composite index from 1995 to 2005, and shows the number of<br />

listed companies, market capitalization, and value of shares traded for the same period:<br />

102


Selected Stock Exchange Data<br />

Composite<br />

Index at<br />

Closing<br />

103<br />

Number of<br />

Listed<br />

Companies<br />

Aggregate<br />

Market<br />

Capitalization<br />

Combined<br />

Value of<br />

Turnover<br />

Year (in billions) (in billions)<br />

1995 ……………………… 2,594.2 205 1,545.7 379.0<br />

1996 ……………………… 3,170.6 216 2,121.1 668.9<br />

1997 ……………………… 1,869.2 221 1,261.3 588.0<br />

1998 ……………………… 1,968.8 221 1,373.7 408.7<br />

1999 ……………………… 2,142.9 226 1,938.6 713.9<br />

2000 ……………………… 1,494.5 230 2,577.6 357.6<br />

2001 ……………………… 1,168.1 232 2,142.6 159.5<br />

2002 ……………………… 1,018.4 234 2,083.2 159.7<br />

2003 ……………………… 1,442.4 236 2,973.8 145.4<br />

2004 ……………………… 1,822.8 236 4,766.2 206.6<br />

2005 ……………………… 2,096.0 237 5,948.4 383.5<br />

2006 ……………………… 2,982.5 240 7,172.8 572.6<br />

Source: Philippine Stock Exchange, Inc.<br />

Trading<br />

The PSE is a double auction market. Buyers and sellers are each represented by stock brokers. To trade, bids<br />

or ask prices are posted on the PSE’s electronic trading system. A buy (or sell) order that matches the lowest<br />

asked (or highest bid) price is automatically executed. Buy and sell orders received by one broker at the same<br />

price are crossed at the PSE at the indicated price. For Small-Denominated Treasury Bonds, settlement is on<br />

the day the trade was made.<br />

Trading on the PSE starts at 9: 30 am and ends at 12: 00 pm with a 10-minute extension during which<br />

transactions may be conducted, provided that they are executed at the last traded price and are only for the<br />

purpose of completing unfinished orders. Trading days are Monday to Friday, except legal and special<br />

holidays.<br />

Minimum trading lots range from 10 to 5,000,000 shares depending on the price range and nature of the<br />

security traded. Odd-sized lots are traded by brokers on a board specifically designed for odd-lot trading.<br />

To maintain stability in the stock market, daily price swings are monitored and regulated. Under current PSE<br />

regulations, when the price of a listed security moves up by 50.0% or down by 40.0% in one day (based on<br />

the previous closing price or last posted bid price, whichever is higher), the price of that security is<br />

automatically frozen by the PSE, unless there is an official statement from the relevant company or a


government agency justifying such price fluctuation, in which case the affected security can still be traded but<br />

only at the frozen price. If the issuer fails to submit such explanation, a trading halt is imposed by the PSE on<br />

such company’s shares the following trading day. Resumption of trading shall be allowed only when the<br />

disclosure of the issuer is disseminated, subject again to the trading band.<br />

Settlement<br />

The Securities Clearing Corporation of the Philippines (SCCP) is a wholly-owned subsidiary of the Philippine<br />

Stock Exchange, Inc., and was organized primarily as a clearance and settlement agency for SCCP-eligible<br />

trades executed through the facilities of the PSE. It is responsible for (a) synchronizing the settlement of<br />

funds and the transfer of securities through Delivery versus Payment (DVP) clearing and settlement of<br />

transactions of Clearing Members, who are also Trading Participants of the Exchange; (b) guaranteeing the<br />

settlement of trades in the event of a Trading Participant’s default through the implementation of its Fails<br />

Management System and administration of the Clearing and Trade Guaranty Fund (CTGF), and; (c)<br />

performance of Risk Management and Monitoring to ensure final and irrevocable settlement.<br />

The SCCP settles PSE trades on a three-day rolling settlement basis, meaning that the settlement of trades<br />

takes place within three days after the date of the transaction. The deadline for settlement of trades is 12:00<br />

p.m. of the third day after the transaction date. Securities sold should be in scripless form and lodged under<br />

the PDTC’s book entry system. Each Trading Participant maintains a cash settlement account with one of the<br />

two SCCP settlement banks, Banco de Oro—EPCI, Inc. or Rizal Commercial Banking Corporation. Payment<br />

for securities should be final and irrevocable, using good, cleared funds. Presently, settlement occurs on a<br />

broker level.<br />

The SCCP implemented its new Central Clearing and Central Settlement system (“CCCS”) on May 29, 2006.<br />

The CCCS employs multilateral netting, whereby it automatically offsets “buy” and “sell” transactions on a<br />

per issue and a per flag basis to arrive at a net receipt or a net delivery security position for each Clearing<br />

Member. When novation of the original PSE trade contract occurs, the SCCP the central counterparty to each<br />

PSE-eligible trade cleared through it, ensuring delivery of shares and payments to all parties to the<br />

transaction.<br />

Scripless Trading<br />

In 1995, the Philippine Depository & Trust Corporation (formerly the Philippine Central Depository, Inc.),<br />

was organized to establish a central depository in the Philippines and introduce scripless or book-entry trading<br />

in the Philippines. On December 16, 1996, the PDTC was granted a provisional license by the Philippine SEC<br />

to act as a central securities depository.<br />

All listed securities at the PSE have been converted into book-entry settlement in the PDTC. The depository<br />

service of the PDTC provides the infrastructure for lodgment (deposit) and upliftment (withdrawal) of<br />

securities, pledge of securities, securities lending and borrowing and corporate actions including shareholders’<br />

meetings, dividend declarations and rights offerings. The PDTC also provides depository and settlement<br />

services for non-PSE trades of listed equity securities. For transactions on the PSE, the security element of<br />

the trade will be settled through the book-entry system, while the cash element will be settled through the<br />

current settlement banks, Rizal Commercial Banking Corporation and Banco de Oro – EPCI, Inc..<br />

In order to benefit from the book-entry system, securities must be immobilized into the PDTC system through<br />

a process called lodgment. Lodgment is the process by which shareholders transfer legal title (but not<br />

104


eneficial title) over their shares of stock in favor of PCD Nominee Corporation (‘‘PCD Nominee’’), a<br />

corporation wholly owned by the PDTC whose sole purpose is to act as nominee and legal title holder of all<br />

shares of stock lodged into the PDTC. ‘‘Immobilization’’ is the process by which the warrant or share<br />

certificates of lodging holders are canceled by the transfer agent and a new warrant or stock certificate<br />

covering all the warrants or shares lodged (‘‘Jumbo Certificate’’) is issued in the name of PCD Nominee. This<br />

trust arrangement between the participants and PDTC through PCD Nominee is established by and explained<br />

in the PDTC Rules and Operating Procedures approved by the Philippine SEC. No consideration is paid for<br />

the transfer of legal title to PCD Nominee. Once lodged, transfers of beneficial title of the securities are<br />

accomplished via book-entry settlement.<br />

Under the current the PDTC system, only participants (e.g. brokers and custodians) will be recognized by the<br />

PDTC as the beneficial owners of the lodged equity securities. Thus, each beneficial owner of shares through<br />

his participant, will be the beneficial owner to the extent of the number of shares held by such participant in<br />

the records of the PCD Nominee. All lodgments, trades and uplifts on these shares will have to be coursed<br />

through a participant. Ownership and transfers of beneficial interests in the shares will be reflected, with<br />

respect to the participant’s aggregate holdings, in the PDTC system, and with respect to each beneficial<br />

owner’s holdings, in the records of the participants. Beneficial owners are thus advised that in order to<br />

exercise their rights as beneficial owners of the lodged shares, they must rely on their participant-brokers<br />

and/or participant-custodians. Any beneficial owner of shares who wishes to trade his interests in the shares<br />

must course the trade through a participant. The participant can execute PSE trades and non-PSE trades of<br />

lodged equity securities through the PDTC system. All matched transactions in the PSE trading system will be<br />

fed through the SCCP, and into the PDTC system. Once it is determined on the settlement date (trading date<br />

plus three trading days) that there are adequate clear funds in the settlement bank account of the participantseller<br />

and adequate cash or an appropriate bank limit in the system cash account of the participant-buyer, the<br />

PSE trades are automatically settled in the SCCP Central Clearing and Settlement System (‘‘CCSS’’), in<br />

accordance with the SCCP and PDTC Rules and Operating Procedures. Once settled, the beneficial ownership<br />

of the securities is transferred from the participant-seller to the participant-buyer without the physical transfer<br />

of stock certificates covering the traded securities.<br />

If a stockholder wishes to withdraw his stockholdings from the PDTC System, the PDTC has a procedure of<br />

upliftment under which PCD Nominee will transfer back to the stockholder the legal title to the shares lodged<br />

by surrendering the jumbo certificate of PCD Nominee to a transfer agent which then issues a new stock<br />

certificate in the name of the shareholder and a new jumbo certificate of PCD Nominee for the balance of the<br />

lodged shares. The expenses for upliftment are for the account of the uplifting shareholder.<br />

The difference between the depositary and the registry would be on the recording of ownership of the shares<br />

in the issuing corporations’ books. In the depository set-up, shares are simply immobilized, wherein<br />

customers’ certificates are cancelled and a new jumbo certificate is issued in the name of PCD Nominee Corp.<br />

Transfers among/between broker and/or custodian accounts, as the case may be, will only be made within the<br />

book-entry system of PDTC. However, as far as the issuing corporation is concerned, the underlying<br />

certificates are in the nominee’s name. In the registry set-up, settlement and recording of ownership of traded<br />

securities will already be directly made in the corresponding issuing company’s transfer agents’ books or<br />

system. Likewise, recording will already be at the beneficiary level (whether it be a client or a registered<br />

custodian holding securities for its clients), thereby removing from the broker its current ‘‘de facto’’<br />

custodianship role.<br />

105


INTERESTS OF NAMED EXPERT AND COUNSEL<br />

There are no named experts and independent counsel whose interest exceeds P500,000.<br />

106


Legal Opinion<br />

LEGAL MATTERS<br />

Legal matters in connection with the Registration Statement are passed upon by Tan Venturanza Valdez with<br />

office address at 2704 East Tower, Philippine Stock Exchange Center, Exchange Road, Ortigas Center, Pasig<br />

City.<br />

Material Documents<br />

Copies of the following documents may be inspected during business hours on any business day at the<br />

Company’s principal office:<br />

• Articles of Incorporation and By-laws of the Company with SEC Certificate of Registration;<br />

• The Registration Statement and its supporting documents.<br />

107


PRINCIPAL ACCOUNTING SERVICES AND FEES<br />

The Board of Directors is responsible for the appointment of external auditors and the review of the<br />

performance of the external auditors. In appointing its external auditors, the Company considers the technical<br />

competence, training, experience and professional reputation of the audit firm’s partners and staff, its capacity<br />

to perform the requirements of audit engagement, its correspondent and other professional relationship with<br />

reputable firms in other jurisdictions, and the general reputation of the firm for integrity and efficiency.<br />

SGV & Co. has acted as the Company’s external auditors since 2002. Aris C. Malantic is the current audit<br />

partner for the Company and has served as such since 2005. The Company has not have any disagreements<br />

on accounting and financial disclosures with its current external auditors as of December 31, 2004, 2005,<br />

2006 and for each of the three years ended and as of June 30, 2007 and for the six months ended. SGV &<br />

Co. has neither shareholdings in the Company nor any right, whether legally enforceable or not, to nominate<br />

persons or to subscribe for the securities in the Company. SGV & Co. will not receive any direct or indirect<br />

interest in the Company or in any securities thereof (including options, warrants or rights thereto) pursuant to<br />

or in connection with the Offer. The foregoing is in accordance with the Code of Ethics for Professional<br />

Accountants in the Philippines set by the Board of Accountancy and approved by the Professional Regulation<br />

Commission.<br />

The following table sets out the aggregate fees billed for each of the years ended December 31, 2005 and<br />

2006 for professional services rendered by SGV & Co. for the audit of the Company’s annual financial<br />

statements and services provided in connection with statutory and regulatory filings or engagements<br />

(excluding out-of-pocket expenses and fees directly related to the Offer).<br />

108<br />

2005 2006<br />

Audit Fees…………………………………………. P=175,000 P=175,000<br />

Other Fees…………………………………………. – 15,000<br />

Total Fees………………………………………….. P=175,000 P=190,000<br />

Same as disclosed in this <strong>Prospectus</strong>, no other services were rendered and no other fees were billed by the<br />

Company’s external auditors for each of the years ended December 31, 2005 and 2006.<br />

The Board of Directors and the stockholders approve the Audit Committee’s recommendation for the<br />

appointment of the external auditors. It is the Executive Committee which approves the audit fees as<br />

recommended by the Management Committee.


INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS<br />

The financial statements of the Company as of and for the years ended December 31, 2004, 2005 and 2006<br />

and as of and for the six months ended June 30, 2007 included in this <strong>Prospectus</strong> have been audited by SGV<br />

& Co., independent auditors, as stated in their reports appearing herein.<br />

109


FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORTS<br />

Consolidated and Parent Company Financial Statements June 30, 2007 and December 31, 2006<br />

Independent Auditors’ Report<br />

Balance Sheets<br />

Statements of Income<br />

Statements of Changes in Equity<br />

Statements of Cash Flows<br />

Notes to Financial Statements<br />

Consolidated and Parent Company Financial Statements December 21, 2006 and December 31, 2005<br />

Independent Auditors’ Report<br />

Balance Sheets<br />

Statements of Income<br />

Statements of Changes in Equity<br />

Statements of Cash Flows<br />

Notes to Financial Statements<br />

Consolidated and Parent Company Financial Statements December 21, 2005 and December 31, 2004<br />

Independent Auditors’ Report<br />

Balance Sheets<br />

Statements of Income<br />

Statements of Changes in Equity<br />

Statements of Cash Flows<br />

Notes to Financial Statements<br />

110


I-REMIT, INC. AND SUBSIDIARIES<br />

Consolidated and Parent Company Financial Statements<br />

June 30, 2007 and December 31, 2006<br />

and<br />

Independent Auditors’ Report<br />

ASSURANCE AND ADVISORY<br />

BUSINESS SERVICES<br />

SGV & CO<br />

A MEMBER PRACTICE OF ERNST & YOUNG GLOBAL<br />

Quality In Everything We Do<br />

SYCIP GORRES VELAYO & CO.<br />

*SGVMC110092*


SGV & CO<br />

INDEPENDENT AUDITORS’ REPORT<br />

The Stockholders and the Board of Directors<br />

I-Remit, Inc.<br />

We have audited the accompanying consolidated balance sheets of I-Remit, Inc. and Subsidiaries (the<br />

Group) and the parent company balance sheets of I-Remit, Inc. (the Parent Company) as at June 30,<br />

2007 and December 31, 2006, and the related consolidated and parent company statements of income,<br />

consolidated and parent company statements of changes in equity and consolidated and parent<br />

company statements of cash flows for the six months ended June 30, 2007 and for the year ended<br />

December 31, 2006, and a summary of significant accounting policies and other explanatory notes.<br />

Management’s Responsibility for the Financial Statements<br />

Management is responsible for the preparation and fair presentation of these financial statements in<br />

accordance with Philippine Financial Reporting Standards. This responsibility includes: designing,<br />

implementing and maintaining internal control relevant to the preparation and fair presentation of<br />

financial statements that are free from material misstatement, whether due to fraud or error; selecting<br />

and applying appropriate accounting policies; and making accounting estimates that are reasonable in<br />

the circumstances.<br />

Auditors’ Responsibility<br />

SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<br />

Our responsibility is to express an opinion on these financial statements based on our audits. We<br />

conducted our audits in accordance with Philippine Standards on Auditing. Those standards require<br />

that we comply with ethical requirements and plan and perform the audit to obtain reasonable<br />

assurance whether the financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures<br />

in the financial statements. The procedures selected depend on the auditor's judgment, including the<br />

assessment of the risks of material misstatement of the financial statements, whether due to fraud or<br />

error. In making those risk assessments, the auditor considers internal control relevant to the entity's<br />

preparation and fair presentation of the financial statements in order to design audit procedures that are<br />

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness<br />

of the entity's internal control. An audit also includes evaluating the appropriateness of accounting<br />

policies used and the reasonableness of accounting estimates made by management, as well as<br />

evaluating the overall presentation of the financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for<br />

our audit opinion.<br />

SGV & Co is a member practice of Ernst & Young <strong>Global</strong><br />

Phone: (632) 891-0307<br />

Fax: (632) 819-0872<br />

www.sgv.com.ph<br />

BOA/PRC Reg. No. 0001<br />

SEC Accreditation No. 0012-FR-1<br />

*SGVMC110092*


Opinion<br />

- 2 -<br />

In our opinion, the financial statements present fairly, in all material respects, the financial position of<br />

the Group and of the Parent Company as at June 30, 2007 and December 31, 2006, and their financial<br />

performance and their cash flows for six months ended June 30, 2007 and for the year ended<br />

December 31, 2006 in accordance with Philippine Financial Reporting Standards.<br />

SYCIP GORRES VELAYO & CO.<br />

Aris C. Malantic<br />

Partner<br />

CPA Certificate No. 90190<br />

SEC Accreditation No. 0326-A<br />

Tax Identification No. 152-884-691<br />

PTR No. 0267364, January 2, 2007, Makati City<br />

August 7, 2007<br />

*SGVMC110092*


I-REMIT, INC.<br />

BALANCE SHEETS<br />

ASSETS<br />

June 30,<br />

2007<br />

Consolidated Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Current Assets<br />

Cash on hand and in banks (Note 6) P=633,279,146 P=360,253,279 P=482,046,822 P=291,708,021<br />

Receivables (Note 7) 339,280,100 340,981,899 461,578,699 398,972,347<br />

Other current assets (Note 8) 23,262,755 12,098,598 20,812,078 11,685,742<br />

Total Current Assets 995,822,001 713,333,776 964,437,599 702,366,110<br />

Noncurrent Assets<br />

Investments in subsidiaries and associates<br />

(Note 9) 20,192,954 – 155,066,280 35,540,754<br />

Property and equipment - net (Note 10) 18,166,041 12,185,182 11,767,605 7,357,468<br />

Goodwill (Note 11) 105,855,876 4,983,052 – –<br />

Other noncurrent assets (Note 12) 19,090,376 14,690,483 13,244,428 13,259,164<br />

Total Noncurrent Assets 163,305,247 31,858,717 180,078,313 56,157,386<br />

P=1,159,127,248 P=745,192,493 P=1,144,515,912 P=758,523,496<br />

LIABILITIES AND EQUITY<br />

Current Liabilities<br />

Beneficiaries and other payables (Note 13) P=320,407,662 P=56,915,129 P=297,154,551 P=56,530,638<br />

Interest-bearing loans (Notes 14 and 20) 312,394,620 495,815,889 310,000,000 493,500,000<br />

Total Current Liabilities 632,802,282 552,731,018 607,154,551 550,030,638<br />

Noncurrent Liability<br />

Retirement liability (Note 18) 4,282,406 2,352,561 4,282,406 2,352,561<br />

Equity Attributable to Equity Holders of<br />

Parent<br />

Capital stock (Note 15) 50,000,000 50,000,000 50,000,000 50,000,000<br />

Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000<br />

Deposits on future stock subscriptions<br />

(Note 15) 347,000,000 53,000,000 347,000,000 53,000,000<br />

Retained earnings 64,306,234 24,418,276 76,078,955 43,140,297<br />

Cumulative translation adjustment 736,326 (540,481) – –<br />

522,042,560 186,877,795 533,078,955 206,140,297<br />

Minority interest – 3,231,119 – –<br />

Total Equity 522,042,560 190,108,914 533,078,955 206,140,297<br />

P=1,159,127,248 P=745,192,493 P=1,144,515,912 P=758,523,496<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC110092*


I-REMIT, INC.<br />

STATEMENTS OF INCOME<br />

June 30,<br />

2007<br />

Consolidated Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

REVENUE<br />

Delivery fees (Note 20) P=142,910,483 P=233,069,634 P=94,458,179 P=158,532,479<br />

Foreign exchange gains - net 83,788,592 125,247,202 80,405,593 118,439,894<br />

Other fees 118,691 462,448 118,691 462,448<br />

226,817,766 358,779,284 174,982,463 277,434,821<br />

COSTS OF SERVICES<br />

Delivery charges (Note 20) 36,469,021 68,114,594 22,413,687 45,693,541<br />

Bank charges 35,531,369 57,095,938 34,590,528 55,489,345<br />

72,000,390 125,210,532 57,004,215 101,182,886<br />

GROSS INCOME 154,817,376 233,568,752 117,978,248 176,251,935<br />

OPERATING EXPENSES<br />

Salaries, wages and employee benefits<br />

(Notes 18 and 20) 54,539,543 79,519,764 36,788,032 49,258,526<br />

Rental (Note 19) 9,054,149 17,868,977 3,554,359 6,344,151<br />

Marketing 7,819,958 15,284,476 6,759,608 12,539,108<br />

Supplies 5,532,256 7,839,875 4,316,943 5,030,243<br />

Communication, light and water 5,513,871 9,122,963 4,579,104 7,381,658<br />

Professional fees 4,652,162 11,415,492 3,503,964 9,800,638<br />

Depreciation and amortization (Notes 10<br />

and 12) 3,493,232 6,892,014 2,736,636 4,929,781<br />

Entertainment, amusement and recreation 3,244,305 4,689,787 3,022,909 4,204,445<br />

Transportation and travel 2,221,027 7,204,722 1,786,384 5,051,087<br />

Bad debts 10,105 3,489,202 10,105 3,489,202<br />

Other operating expenses (Note 16) 4,105,451 7,922,891 2,801,887 4,087,641<br />

Other charges - net (Note 17) 11,165,662 19,766,351 15,179,659 21,447,080<br />

111,351,721 191,016,514 85,039,590 133,563,560<br />

INCOME BEFORE TAX 43,465,655 42,552,238 32,938,658 42,688,375<br />

PROVISION FOR INCOME TAX<br />

(Notes 21 and 22) – 66,098 – –<br />

NET INCOME P=43,465,655 P=42,486,140 P=32,938,658 P=42,688,375<br />

ATTRIBUTABLE TO:<br />

Equity holders of the Parent Company P=39,887,958 P=41,708,879 P=32,938,658 P=42,688,375<br />

Minority interest 3,577,697 777,261 – –<br />

P=43,465,655 P=42,486,140 P=32,938,658 P=42,688,375<br />

Basic/Dilutive Earnings Per Share<br />

attributable to Equity holders of<br />

the Parent Company (Note 23) P=79.78 P=83.42<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC110092*


I-REMIT, INC.<br />

STATEMENTS OF CHANGES IN EQUITY<br />

Consolidated<br />

For the Six Months Ended June 30, 2007<br />

Equity attributable to equity holders of the parent<br />

Additional<br />

Paid-in<br />

Deposits on<br />

Future Stock<br />

Subscriptions<br />

(Note 15)<br />

Retained<br />

Earnings<br />

Cumulative<br />

Translation<br />

Capital Stock<br />

Minority Total<br />

(Note 15) Capital<br />

(Deficit) Adjustment Total Interest Equity<br />

Balance at January 1, 2007 P=50,000,000 P=60,000,000 P=53,000,000 P=24,418,276 (P=540,481) P=186,877,795 P=3,231,119 P=190,108,914<br />

Net income for the period – – – 39,887,958 – 39,887,958 3,577,697 43,465,655<br />

Translation adjustment during the period<br />

Total income and expenses recognized<br />

– – – – 1,276,807 1,276,807 – 1,276,807<br />

during the period<br />

Addition to deposits on future stock<br />

–<br />

–<br />

– 39,887,958 1,276,807 41,164,765 3,577,697 44,742,462<br />

subscriptions<br />

–<br />

– 294,000,000<br />

–<br />

– 294,000,000<br />

– 294,000,000<br />

Acquisition of minority interest – – – – – – (6,808,816) (6,808,816)<br />

Balance at June 30, 2007 P=50,000,000 P=60,000,000 P=347,000,000 P=64,306,234 P=736,326 P=522,042,560 P=– P=522,042,560<br />

For the Year Ended December 31, 2006<br />

Balance at January 1, 2006 P=50,000,000 P=60,000,000 P=53,000,000 (P=17,290,603) (P=1,774) P=145,707,623 P=2,250,551 P=147,958,174<br />

Net income for the year – – – 41,708,879 – 41,708,879 777,261 42,486,140<br />

Translation adjustment during the year – – – – (538,707) (538,707) 203,307 (335,400)<br />

Total income and expenses recognized<br />

during the year – – – 41,708,879 (538,707) 41,170,172 980,568 42,150,740<br />

Balance at December 31, 2006 P=50,000,000 P=60,000,000 P=53,000,000 P=24,418,276 (P=540,481) P=186,877,795 P=3,231,119 P=190,108,914<br />

*SGVMC110092*


- 2 -<br />

Parent Company<br />

For the Six Months Ended June 30, 2007<br />

Deposits on<br />

Additional Future Stock<br />

Capital Stock<br />

Paid-in Subscriptions<br />

Retained<br />

Total<br />

(Note 15)<br />

Capital<br />

(Note 15)<br />

Earnings<br />

Equity<br />

Balance at January 1, 2007 P=50,000,000 P=60,000,000 P=53,000,000 P=43,140,297 P=206,140,297<br />

Net income for the period – – – 32,938,658 32,938,658<br />

Addition to deposits on future stock subscription – – 294,000,000 – 294,000,000<br />

Balance at June 30, 2007 P=50,000,000 P=60,000,000 P=347,000,000 P=76,078,955 P=533,078,955<br />

For the Year Ended December 31, 2006<br />

Balance at January 1, 2006 P=50,000,000 P=60,000,000 P=53,000,000 P=451,922 P=163,451,922<br />

Net income for the period – – – 42,688,375 42,688,375<br />

Balance at December 31, 2006 P=50,000,000 P=60,000,000 P=53,000,000 P=43,140,297 P=206,140,297<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC110092*


I-REMIT, INC.<br />

STATEMENTS OF CASH FLOWS<br />

June 30,<br />

2007<br />

Consolidated Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

CASH FLOWS FROM OPERATING<br />

ACTIVITIES<br />

Income before tax P=43,465,655 P=42,552,238 P=32,938,658 P=42,688,375<br />

Adjustments for:<br />

Interest expense (Note 17) 15,417,063 22,339,223 15,417,063 22,339,223<br />

Depreciation and amortization<br />

(Notes 10 and 12) 3,493,232 6,892,014 2,736,636 4,929,781<br />

Interest income (Note 17) (956,749) (1,111,298) (711,321) (987,985)<br />

Changes in operating assets and liabilities<br />

Decrease (increase) in:<br />

Receivables (100,862,436) (120,714,513) (122,382,072) (138,923,672)<br />

Other current assets (11,164,157) 1,317,096 (9,126,336) (2,771,121)<br />

Increase (decrease) in:<br />

Beneficiaries and other payables 247,937,807 (88,478,943) 224,440,435 (93,948,706)<br />

Retirement liability 1,929,845 999,472 1,929,845 999,472<br />

Cash generated by (used in) operations 199,260,260 (136,204,711) 145,242,908 (165,674,633)<br />

Interest received 956,749 1,111,298 711,321 987,985<br />

Interest paid (17,038,336) (20,917,267) (16,409,585) (20,917,267)<br />

Net cash provided by (used in) operating<br />

activities 183,178,673 (156,010,680) 129,544,644 (185,603,915)<br />

CASH FLOWS FROM INVESTING<br />

ACTIVITIES<br />

Acquisitions of subsidiaries (Note 9) 36,343,943 – – –<br />

Acquisitions of property and equipment<br />

(Note 10) (8,775,209) (8,688,361) (6,500,355) (4,987,284)<br />

Proceeds from disposals of property and<br />

equipment (Note 10) – 379,384 – 379,384<br />

Acquisition of software (Note 12) (405,215) (1,404,028) (405,215) (1,404,028)<br />

Increase in other noncurrent assets (6,466,862) (5,944,289) (226,467) (5,759,849)<br />

Net cash provided by (used in) investing<br />

activities 20,696,657 (15,657,294) (7,132,037) (11,771,777)<br />

CASH FLOWS FROM FINANCING<br />

ACTIVITIES<br />

Payment of interest-bearing loans (5,822,394,362) (8,157,738,150) (5,822,744,513) (8,157,267,350)<br />

Proceeds from interest-bearing loans 5,596,320,556 8,512,305,684 5,596,670,707 8,512,010,076<br />

Proceeds from capital infusion 294,000,000 – 294,000,000 –<br />

Net cash provided by financing activities 67,926,194 354,567,534 67,926,194 354,742,726<br />

INCREASE IN TRANSLATION<br />

ADJUSTMENTS 1,224,343 16,269 – –<br />

NET INCREASE IN CASH ON HAND<br />

AND IN BANKS 273,025,867 182,915,829 190,338,801 157,367,034<br />

CASH ON HAND AND IN BANKS AT<br />

BEGINNING OF PERIOD 360,253,279 177,337,450 291,708,021 134,340,987<br />

CASH ON HAND AND IN BANKS AT<br />

END OF PERIOD P=633,279,146 P=360,253,279 P=482,046,822 P=291,708,021<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC110092*


I-REMIT, INC.<br />

NOTES TO FINANCIAL STATEMENTS<br />

1. Corporate Information<br />

I-Remit, Inc. (the Parent Company) was incorporated in the Philippines. The Parent Company<br />

was registered with the Securities and Exchange Commission (SEC) on March 5, 2001 and started<br />

commercial operations on November 11, 2001. The ultimate parent company is JTKC Equities,<br />

Inc.<br />

The Parent Company, which is domiciled in the Philippines, has its registered office and principal<br />

place of business at 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City.<br />

The Parent Company and its subsidiaries (the Group) are primarily engaged in the business of<br />

fund transfer and remittance services of any form or kind of currencies or monies, either by<br />

electronic, telegraphic, wire or any other mode of transfer; as well as undertake the delivery of<br />

such funds or monies, both in the domestic and international market, by providing either courier or<br />

freight forwarding services; and conduct foreign exchange transactions as may be allowed by law<br />

and other allied activities relative thereto.<br />

The Parent Company’s subsidiaries and associates are as follow:<br />

Effective Percentage of<br />

Ownership<br />

Country of June 30, December 31,<br />

Incorporation<br />

2007<br />

2006<br />

Subsidiaries:<br />

International <strong>Remittance</strong> (Canada) Ltd. (IRCL) Canada 100.00 95.00<br />

Lucky Star Management Ltd. (LSML) Hong Kong 100.00 51.00<br />

I-Remit <strong>Global</strong> <strong>Remittance</strong> Ltd (IGRL) United Kingdom 100.00 –<br />

I-Remit Australia Pty. Ltd. (IAPL) Australia 100.00 –<br />

Associates:<br />

Worldwide Exchange Pty. Ltd. (WEPL)* Australia 50.00 –<br />

I-Remit Singapore Pte. Ltd. (ISPL) Singapore 49.00 –<br />

* Consists of direct voting interest of 20% and indirect voting interest through IAPL of 30%<br />

On June 29, 2007, the board of directors (BOD) and the stockholders of the Parent<br />

Company approved the following amendments to the Articles of Incorporation and By-<br />

Laws of the Parent Company:<br />

a) On the Articles of Incorporation:<br />

1. Reduction of par value per share from P=100.00 to P=1.00 per share;<br />

2. Increase in the authorized capital stock of the Parent Company from P=200.00 million to<br />

P=1.00 billion;<br />

3. Denial of pre-emptive rights; and<br />

4. Authority of the BOD of the Parent Company to grant stock options, issue warrants or<br />

enter into stock purchase or similar agreements.<br />

*SGVMC110092*


- 2 -<br />

b) On the By-Laws<br />

1. Period for closing of stock and transfer book or fixing of record date;<br />

2. Period for notice of stockholders’ meeting;<br />

3. Deadline for the submission/ revocation of proxies;<br />

4. Number, term of office, qualifications and disqualifications;<br />

5. Additional requirements for independent directors;<br />

6. Election of directors<br />

7. Place of meeting of the BOD;<br />

8. Vacancies;<br />

9. Constitution of a nomination committee; and<br />

10. The addition of one or more Vice Chairmen to the list of officers of the Parent Company.<br />

As of August 7, 2007, the Company is in the process of obtaining approval from the SEC of its<br />

amended Articles of Incorporation and By-Laws.<br />

2. Summary of Significant Accounting Policies<br />

Basis of Preparation<br />

The consolidated financial statements and parent company financial statements have been<br />

prepared on a historical cost basis and are presented in Philippine Peso, the Parent Company’s<br />

functional and reporting currency.<br />

The financial statements for the six months ended June 30, 2007 were prepared for submission to<br />

the Securities and Exchange Commission in connection with the Parent Company's initial public<br />

offering. The amounts presented for the prior period in the statement of income, statement of<br />

changes in equity and statement of cash flows and related notes are for twelve months and<br />

accordingly, are not comparable.<br />

Statement of Compliance<br />

The consolidated financial statements of the Group and the Parent Company’s financial statements<br />

have been prepared in accordance with Philippine Financial Reporting Standards (PFRS).<br />

Basis of Consolidation<br />

The consolidated financial statements include the accounts of the Parent Company and its<br />

subsidiaries mentioned in Note 1. The financial statement of the subsidiaries are prepared for the<br />

same reporting year of the Parent Company using uniform accounting policies for like transactions<br />

and other events in similar circumstances.<br />

Subsidiaries are all entities over which the Group has the power to govern the financial and<br />

operating policies generally accompanying a shareholding of more than one half of the voting<br />

rights. The existence and effect of potential voting rights that are currently exercisable or<br />

convertible are considered when assessing whether the Group controls another entity.<br />

*SGVMC110092*


- 3 -<br />

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease<br />

to be consolidated from the date on which control is transferred out of the Group. Control is<br />

achieved where the Group has the power to govern the financial and operating policies of an entity<br />

so as to obtain benefits from its activities. The results of subsidiaries acquired or disposed of<br />

during the year are included in the consolidated statement of income from the date of acquisition<br />

or up to the date of disposal, as appropriate.<br />

All intra-group balances, transactions, income and expense and profit and losses resulting from<br />

intra-group transactions are eliminated in full.<br />

Business Combination and Goodwill<br />

Business combinations are accounted for using the purchase accounting method. This involves<br />

recognizing identifiable assets (including previously unrecognized intangible assets) and liabilities<br />

(including contingent liabilities and excluding future restructuring) of the acquired business at fair<br />

value.<br />

Goodwill acquired in a business combination is initially measured at cost being the excess of the<br />

cost of the business combination over the Group’s interest in the net fair value of the acquiree’s<br />

identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is<br />

measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment<br />

annually (see accounting policy on Impairment of Non-Financial Assets).<br />

When subsidiaries are sold, the difference between the selling price and the net assets plus<br />

cumulative translation differences is recognized in the statement of income.<br />

PFRS 3 provides that if the initial accounting for a business combination can be determined only<br />

provisionally by the end of the period in which the combination is effected because either the fair<br />

values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or the<br />

cost of the combination can be determined only provisionally, the acquirer shall account for the<br />

combination using those provisional values. The acquirer shall recognize any adjustments to those<br />

provisional values as a result of completing the initial accounting within twelve months of the<br />

acquisition date as follows; (i) the carrying amount of the identifiable asset, liability or contingent<br />

liability that is recognized or adjusted as a result of completing the initial accounting shall be<br />

calculated as if its fair value at the acquisition date had been recognized from that date;<br />

(ii) goodwill or any gain recognized shall be adjusted by an amount equal to the adjustment to the<br />

fair value at the acquisition date of the identifiable asset, liability or contingent liability being<br />

recognized or adjusted; and (iii) comparative information presented for the periods before the<br />

initial accounting for the combination is complete shall be presented as if the initial accounting<br />

had been completed from the acquisition date.<br />

Minority Interests<br />

Minority interests represent the portion of net income or loss and the net assets not held by the<br />

Group and are presented separately in the consolidated statements of income and within equity in<br />

the consolidated balance sheet, separately from equity attributable to equity holders of Parent<br />

Company. In the acquisition of minority interest, identifiable assets and liabilities of the<br />

subsidiaries are not remeasured at their fair values and are apportioned between the majority and<br />

minority interests. The difference between the consideration and the book value of the share of<br />

the net assets acquired is recognized as goodwill, only as it relates to the majority interest. This<br />

policy is consistently applied for all purchases of minority interest.<br />

*SGVMC110092*


- 4 -<br />

Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of the previous financial year except as<br />

follows:<br />

The Group has adopted the following PFRS and Philippine Interpretation which became effective<br />

beginning January 1, 2007.<br />

PFRS 7, Financial Instruments: Disclosures introduces new disclosures to improve the<br />

information about financial instruments. It requires the disclosure of qualitative and quantitative<br />

information about exposure to risks arising from financial instruments, including specified<br />

minimum disclosures about credit risk, liquidity risk and market risk, as well as sensitivity<br />

analysis to market risk. It replaces Philippine Accounting Standard (PAS) 30, Disclosures in the<br />

Financial Statements of Banks and Similar Financial Institutions, and the disclosure requirements<br />

in PAS 32, Financial Instruments: Disclosure and Presentation. It is applicable to all entities that<br />

report under PFRS. Adoption of this standard resulted to inclusion of additional disclosures.<br />

Amendment to PAS 1, Presentation of Financial Statements, introduces disclosures about the level<br />

of an entity’s capital and how it manages capital. The required new disclosures are reflected in the<br />

financial statements of the Group where applicable. Adoption of this amendment resulted to<br />

inclusion of additional disclosures.<br />

Philippine Interpretation IFRIC-7, Applying the Restatement Approach under PAS 29, Financial<br />

Reporting in Hyperinflationary Economies provides guidance on how to apply this interpretation<br />

when an economy first becomes hyperinflationary, in particular the accounting for deferred<br />

income tax. This Interpretation has no significant impact on the financial statements of the Group.<br />

Philippine Interpretation IFRIC-8, Scope of PFRS 2 requires to be applied to any arrangements<br />

where equity instruments are issued for consideration which appears to be less than fair value.<br />

This Interpretation has no impact on the financial statements of the Group.<br />

Philippine Interpretation IFRIC-9, Reassessment of Embedded Derivatives establishes that the date<br />

to assess the existence of an embedded derivative is the date an entity first becomes a party to the<br />

contract, with reassessment only if there is a change to the contract that significantly modifies the<br />

cash flows. The Group assessed that adoption of this Interpretation has no significant impact on<br />

the financial statements.<br />

Philippine Interpretation IFRIC-10, Interim Financial Reporting and Impairment prohibits the<br />

reversal of impairment losses on goodwill and available-for-sale (AFS) equity investments<br />

recognized in the interim financial reports even if impairment is no longer present at the annual<br />

balance sheet date. This Interpretation has no significant impact on the financial statements of the<br />

Group.<br />

Foreign Currency Translation<br />

The consolidated financial statement and parent company financial statement are presented in<br />

Philippine Peso, which is the Parent Company’s functional and reporting currency. Each<br />

subsidiary in the Group determines its own functional currency and items included in the financial<br />

statements of each entity are measured using that functional currency.<br />

*SGVMC110092*


- 5 -<br />

Transactions and balances<br />

Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the<br />

date of the transaction. Monetary assets and liabilities denominated in foreign currencies are<br />

retranslated at the functional currency rate of exchange ruling at the balance sheet date. All<br />

differences are taken to the statement of income.<br />

Non-monetary items that are measured in terms of historical cost in a foreign currency are<br />

translated using the exchange rates as at the dates of the initial transactions. Non-monetary items<br />

measured at fair value in a foreign currency are translated using the exchange rates at the date<br />

when the fair value was determined. Any goodwill arising on the acquisition of foreign operation<br />

and any fair value adjustments to the carrying amounts of assets and liabilities arising on the<br />

acquisition are treated as assets and liabilities of the foreign operation and translated at the closing<br />

rate.<br />

Group companies<br />

As at the reporting date, the assets and liabilities of subsidiaries are translated into the Parent<br />

Company’s presentation currency (the Philippine peso) at the rate of exchange ruling at the<br />

balance sheet date, and their income and expenses are translated at the weighted average exchange<br />

rates for the period. Exchange differences arising on translation are taken directly to a separate<br />

component of equity. On disposal of a foreign entity, the deferred cumulative amount recognized<br />

in equity relating to the particular foreign operation is recognized in the statement of income.<br />

Financial instruments - initial recognition and subsequent measurement<br />

Date of recognition<br />

Purchases or sales of financial assets that require delivery of assets within the time frame<br />

established by regulation or market convention are recognized on the settlement date.<br />

Initial recognition of financial instruments<br />

All financial assets, including trading and investment securities and loans and receivables, are<br />

initially recognized at fair value. Except for securities at fair value through profit-or-loss (FVPL),<br />

the initial measurement of financial assets includes transaction costs. The Group classifies its<br />

financial assets in the following categories: securities at FVPL, AFS investments, held-to-maturity<br />

(HTM) investments, and receivables. Financial liabilities are classified as financial liabilities at<br />

FVPL carried at fair value or other financial liabilities carried at cost or amortized cost. The<br />

classification depends on the purpose for which the investments were acquired and whether they<br />

are quoted in an active market. Management determines the classification of its investments at<br />

initial recognition and, where allowed and appropriate, re-evaluates such designation at every<br />

reporting date.<br />

As of June 30, 2007 and December 31, 2006, the Group had no securities and financial liabilities<br />

at FVPL, AFS investments, and HTM investments. The Group’s financial instruments include<br />

receivable and other financial liabilities.<br />

*SGVMC110092*


- 6 -<br />

Receivables<br />

Receivables are non-derivative financial assets with fixed or determinable payments that are not<br />

quoted in an active market. After initial measurement, receivables are subsequently carried at<br />

amortized cost using the effective interest rate (EIR) method less any allowance for impairment.<br />

Amortized cost is calculated taking into account any discount or premium on acquisition and<br />

includes fees that are an integral part of the EIR and transaction costs. Gains and losses are<br />

recognized in the statement of income when receivables are derecognized or impaired, as well as<br />

through the amortization process.<br />

Other financial liabilities<br />

Issued financial instruments or their components, which are not designated at FVPL, if any, where<br />

the substance of the contractual arrangement results in the Group having an obligation either to<br />

deliver cash or another financial asset to the holder, or to satisfy the obligation other than by the<br />

exchange of a fixed amount of cash or another financial asset for a fixed number of own equity<br />

shares. The components of issued financial instruments that contain both liability and equity<br />

elements are accounted for separately, with the equity component being assigned the residual<br />

amount after deducting from the instrument as a whole the amount separately determined as the<br />

fair value of the liability component on the date of issue.<br />

After initial recognition, beneficiaries and other payables and interest-bearing loans are<br />

subsequently measured at amortized cost using the effective interest rate method. Amortized cost<br />

is calculated by taking into account any discount or premium on the issue and fees that are an<br />

integral part of the effective interest rate.<br />

Other financial liabilities include ‘Beneficiaries and other payables’ and ‘Interest-bearing loans’.<br />

Determination of fair value<br />

The fair value for financial instruments traded in active markets at the balance sheet date is based<br />

on their quoted market prices or dealer price quotations (bid price for long positions and ask price<br />

for short positions), without any deduction for transaction costs. When current bid and asking<br />

prices are not available, the price of the most recent transaction provides evidence of the current<br />

fair value as long as there has not been a significant change in economic circumstances since the<br />

time of the transaction.<br />

For all other financial instruments not listed in an active market, the fair value is determined by<br />

using appropriate valuation techniques. Valuation techniques include net present value<br />

techniques, comparison to similar instruments for which market observable prices exist, option<br />

pricing models, and other relevant valuation models.<br />

Derecognition of Financial Instruments<br />

Financial Asset<br />

A financial asset (or, where applicable a part of a financial asset or part of a group of similar<br />

financial assets) is derecognized when:<br />

• The rights to receive cash flows from the asset have expired;<br />

• The Group retains the right to receive cash flows from the asset, but has assumed an obligation<br />

to pay them in full without material delay to a third part under a ‘pass through’ arrangement;<br />

or<br />

*SGVMC110092*


- 7 -<br />

• The Group has transferred its rights to receive cash flows from the asset and either (a) has<br />

transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor<br />

retained substantially all the risks and rewards of the asset, but has transferred control of the<br />

asset.<br />

Where the Group has transferred its right to receive cash flows from an asset and has neither<br />

transferred nor retained substantially all the risks and rewards of the asset nor transferred control<br />

of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the<br />

asset.<br />

Financial Liability<br />

A financial liability is derecognized when the obligation under the liability is discharged,<br />

cancelled or has expired. Where an existing financial liability is replaced by another from the<br />

same lender on substantially different terms, or the terms of an existing liability are substantially<br />

modified, such an exchange or modification is treated as a derecognition of the original liability<br />

and the recognition of a new liability, and the difference in the respective carrying amounts is<br />

recognized in the statement of income.<br />

Offsetting Financial Instruments<br />

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet<br />

if, and only if, there is a currently enforceable legal right to offset the recognized amounts and<br />

there is an intention to settle on a net basis, or to realize the asset and settle the liability<br />

simultaneously.<br />

Impairment of Financial Assets<br />

The Group assesses at each balance sheet date whether a financial asset or group of financial<br />

assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and<br />

only if, there is objective evidence of impairment as a result of one or more events that has<br />

occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event (or<br />

events) has an impact on the estimated future cash flows of the financial asset or the group of<br />

financial assets that can be reliably estimated. Evidence of impairment may include indications<br />

that the borrower or a group of borrowers is experiencing significant financial difficulty, default or<br />

delinquency in interest or principal payments, the probability that they will enter bankruptcy or<br />

other financial reorganization, and where observable data indicate that there is measurable<br />

decrease in the estimated future cash flows, such as changes in arrears or economic conditions that<br />

correlate with defaults.<br />

Assets carried at amortized cost<br />

If there is objective evidence that an impairment loss on receivables carried at amortized cost has<br />

been incurred, the amount of the loss is measured as the difference between the asset’s carrying<br />

amount and the present value of estimated future cash flows (excluding future credit losses that<br />

have not been incurred) discounted at the financial asset’s original EIR (i.e. the EIR computed at<br />

initial recognition). The carrying amount of the asset is reduced through use of an allowance<br />

account. The amount of the loss shall be recognized in the statement of income.<br />

*SGVMC110092*


- 8 -<br />

In relation to trade receivables, a provision for impairment is made when there is objective<br />

evidence based or specific and collective assessment (such as the probability of insolvency or<br />

significant financial difficulties of the debtor) that the Group will not be able to collect all of the<br />

amounts due under the original terms of the invoice. The carrying amount of the receivable is<br />

reduced through use of an allowance account.<br />

Cash on Hand and in Banks<br />

Cash in banks include interest-bearing deposits.<br />

Investments in Subsidiaries and Associates<br />

Investments in Subsidiaries<br />

Subsidiaries pertain to all entities over which the Group has the power to govern the financial and<br />

operating policies generally accompanying a shareholding of more than one half of the voting<br />

rights. The existence and effect of potential voting rights that are currently exercisable or<br />

convertible are considered when assessing whether the Group controls another entity.<br />

Investments in Associates<br />

Associates pertain to all entities over which the Group has significant influence but not control,<br />

generally accompanying a shareholding of between 20% and 50% of the voting rights. In the<br />

consolidated financial statements, investments in associates are accounted for under the equity<br />

method of accounting<br />

Under the equity method, an investment in an associate is carried in the balance sheet at cost plus<br />

post-acquisition changes in the Group’s share of the net assets of the associate. Goodwill relating<br />

to an associate is included in the carrying value of the investment and is not amortized. The<br />

Group’s share in an associate’s post-acquisition profits or losses is recognized in the statement of<br />

income, and its share of post-acquisition movements in the associate’s equity reserves is<br />

recognized directly in equity. When the Group’s share of losses in an associate equals or exceeds<br />

its interest in the associate, including any other unsecured receivables, the Group does not<br />

recognize further losses, unless it has incurred obligations or made payments on behalf of the<br />

associate. Profits and losses resulting from transactions between the Group and an associate are<br />

eliminated to the extent of the interest in the associate. In the Parent Company financial<br />

statements, investments in subsidiaries and associates are carried at cost, less any impairment in<br />

value.<br />

Property and Equipment<br />

Property and equipment is stated at cost less accumulated depreciation and amortization and any<br />

impairment in value.<br />

The initial cost of property and equipment comprises its purchase price and any directly<br />

attributable costs of bringing the property and equipment to its working condition and location for<br />

its intended use.<br />

Expenditures incurred after the property and equipment have been put into operation, such as<br />

repairs and maintenance are normally charged to operations in the period in which the costs are<br />

incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in<br />

an increase in the future economic benefits expected to be obtained from the use of an item of<br />

property and equipment beyond its originally assessed standard of performance, the expenditures<br />

are capitalized as an additional cost of property and equipment.<br />

*SGVMC110092*


- 9 -<br />

Depreciation is calculated on a straight-line basis over the estimated useful life of the property and<br />

equipment, which are as follow:<br />

Office and communication equipment 3 years<br />

Transportation and delivery equipment 3 to 5 years<br />

Furniture and fixtures 3 to 5 years<br />

Leasehold improvements are amortized over the estimated useful life of the improvements of<br />

five years or the term of the lease, whichever is shorter.<br />

The useful life and depreciation and amortization method are reviewed periodically to ensure that<br />

the period and method of depreciation and amortization are consistent with the expected pattern of<br />

economic benefits from items of property and equipment.<br />

Intangible Assets<br />

Intangible assets acquired separately are measured on initial recognition at cost. The cost of<br />

intangible assets acquired in a business combination is fair value as at the date of acquisition.<br />

Following initial recognition, intangible assets are carried at cost less any accumulated<br />

amortization and any accumulated impairment losses. Internally generated intangible assets,<br />

excluding capitalized development costs, are not capitalized and expenditure is reflected in the<br />

statement of income in the year in which the expenditure is incurred.<br />

The useful lives of intangible assets are assessed to be either finite or indefinite.<br />

Intangibles assets with finite lives are amortized over the useful economic life and assessed for<br />

impairment whenever there is an indication that the intangible assets may be impaired. The<br />

amortization period and the amortization method for an intangible asset with a finite useful life are<br />

reviewed at least at each financial year-end. Changes in the expected useful life or the expected<br />

pattern of consumption of future economic benefits embodied in the asset is accounted for by<br />

changing the amortization period or method, as appropriate, and treated as changes in accounting<br />

estimates. The amortization expense on intangible assets with finite lives is recognized in the<br />

statement of income in the expense category consistent with the function of the intangible asset.<br />

Intangible assets with indefinite useful lives are tested for impairment annually either individually<br />

or at the cash generating unit level. Such intangibles are not amortized. The useful life of an<br />

intangible asset with an indefinite life is reviewed annually to determine whether indefinite life<br />

assessment continues to be supportable. If not, the change in the useful life assessment from<br />

indefinite to finite is made on a prospective basis.<br />

Gains or losses arising from the derecognition of an intangible asset are measured as the difference<br />

between the net disposal proceeds and the carrying amount of the asset and are recognized in the<br />

statement of income when the asset is derecognized.<br />

Software Costs<br />

Software costs included under the other noncurrent assets account in the Group’s balance sheets<br />

are carried at cost less accumulated amortization and any impairment in value. Software costs are<br />

amortized on a straight-line basis over the estimated useful life of the assets of three years.<br />

*SGVMC110092*


- 10 -<br />

Impairment of non-financial assets<br />

The Group assesses at each reporting date whether there is an indication that an asset may be<br />

impaired. If any such indication exists, or when annual impairment testing for an asset is required,<br />

the Group makes an estimate of the asset’s recoverable amount. An assets recoverable amount is<br />

the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use<br />

and is determined for an individual asset, unless the asset does not generate cash flows that are<br />

largely independent of those from other assets or groups of assets. Where the carrying amount of<br />

an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its<br />

recoverable amount. In assessing value in use, the estimated future cash flows are discounted to<br />

their present value using a pre-tax discount rate that reflects current market assessments of the<br />

time value of money and the risks specific to the asset. In determining fair value less costs to sell,<br />

an appropriate valuation model is used. These calculations are corroborated by valuation<br />

multiples, quoted share prices for publicly traded subsidiaries or other available fair value<br />

indicators.<br />

Impairment losses of continuing operations are recognized in the statement of income in those<br />

expense categories consistent with the function of the impaired asset, except for property<br />

previously revalued where the revaluation was taken to equity. In this case the impairment is also<br />

recognized in equity up to the amount of any previous revaluation.<br />

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is<br />

any indication that previously recognized impairment losses may no longer exist or may have<br />

decreased. If such indication exists, the Group makes an estimate of recoverable amount. A<br />

previously recognized impairment loss is reversed only if there has been a change in the estimates<br />

used to determine the asset’s recoverable amount since the last impairment loss was recognized. If<br />

that is the case the carrying amount of the asset is increased to its recoverable amount. That<br />

increased amount cannot exceed the carrying amount that would have been determined, net of<br />

depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is<br />

recognized in the statement of income unless the asset is carried at revalued amount, in which case<br />

the reversal is treated as a revaluation increase. Impairment losses recognized in relation to<br />

goodwill are not reversed for subsequent increases in its recoverable amount.<br />

Goodwill<br />

For the purpose of impairment testing, goodwill acquired in a business combination is, from the<br />

acquisition date, allocated to each of the Group’s cash-generating units, or group of<br />

cash-generating units, that are expected to benefit from the synergies of the combination,<br />

irrespective of whether other assets or liabilities of the Group are assigned to those units or groups<br />

of units. Each unit or group of units to which the goodwill is allocated represents the lowest level<br />

within the Group at which the goodwill is monitored for internal management purposes.<br />

Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating<br />

unit (or group of cash-generating units) to which goodwill relates. Where the recoverable amount<br />

of the cash-generating unit (or group of cash-generating units) is less than the carrying amount of<br />

the cash-generating unit (or group of cash-generating units) to which goodwill has been allocated,<br />

an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in<br />

future periods.<br />

*SGVMC110092*


- 11 -<br />

Provisions<br />

Provisions are recognized when the Group has a present obligation (legal or constructive) as a<br />

result of a past event, it is probable that an outflow of resources embodying economic benefits will<br />

be required to settle the obligation and a reliable estimate can be made of the amount of the<br />

obligation. Where the Group expects a provision to be reimbursed, the reimbursement is<br />

recognized as a separate asset but only when the reimbursement is virtually certain. The expense<br />

relating to any provision is presented in the statement of income net of any reimbursement. If the<br />

effect of the time value of money is material, provisions are discounted using a current pre tax rate<br />

that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the<br />

increase in the provision due to the passage of time is recognized as a finance cost.<br />

Contingent Liabilities and Contingent Assets<br />

Contingent liabilities are not recognized in the financial statements. They are disclosed unless the<br />

possibility of an outflow of resources embodying economic benefits is remote. A contingent asset<br />

is not recognized in the financial statements but disclosed when an inflow of economic benefits is<br />

probable.<br />

Retirement Costs<br />

The Parent Company has an unfunded and defined benefit retirement plan covering its permanent<br />

employees.<br />

The retirement cost of the Parent Company is determined using the projected unit credit method.<br />

Under this method, the current service cost is the present value of retirement benefits payable in<br />

the future with respect to services rendered in the current period. Under PAS 19, the liability<br />

recognized in the balance sheet in respect of defined benefit pension plans (see Note 18) is the<br />

present value of the defined benefit obligation at the balance sheet date less the fair value of plan<br />

assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.<br />

The defined benefit obligation is calculated annually by an independent actuary using the<br />

projected unit credit method. The present value of the defined benefit obligation is determined by<br />

discounting the estimated future cash outflows using interest rate on government bonds that have<br />

terms to maturity approximating the terms of the related retirement liability. Actuarial gains and<br />

losses arising from experience adjustments and changes in actuarial assumptions are credited to or<br />

charged against income when the net cumulative unrecognized actuarial gains and losses at the<br />

end of the previous period exceeded 10% of the higher of the defined benefit obligation and the<br />

fair value of plan assets at that date. These gains or losses are recognized over the expected<br />

average remaining working lives of the employees participating in the plan.<br />

Past-service costs, if any, are recognized immediately in income, unless the changes to the pension<br />

plan are conditional on the employees remaining in service for a specified period of time (the<br />

vesting period). In this case, the past-service costs are amortized on a straight-line basis over the<br />

vesting period.<br />

The defined benefit asset or liability comprises the present value of the defined benefit obligation<br />

less past service costs not yet recognized and less the fair value of plan assets out of which the<br />

obligations are to be settled directly. The value of any asset is restricted to the sum of any past<br />

service cost not yet recognized and the present value of any economic benefits available in the<br />

form of any economic benefits available in the form of refunds from the plan or reductions in the<br />

future contributions to the plan.<br />

*SGVMC110092*


- 12 -<br />

The Parent Company intends to set up a retirement plan qualified by the Bureau of Internal<br />

Revenue in 2007 at which time the Parent Company shall have been in operations for six years.<br />

Under Republic Act (RA) No. 7641, also known as Retirement Pay Law, its applicability is<br />

effective on the 5th year of an employee’s tenure, provided that the employee is 60 years old but<br />

not more than 65 years old.<br />

Leases<br />

The determination of whether an arrangement is, or contains a lease is based on the substance of<br />

the arrangement at the inception date of whether the fulfillment of the arrangement is dependent<br />

on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A<br />

reassessment is made after inception of the lease only if one of the following applies:<br />

a. There is a change in contractual terms, other than a renewal or extension of the arrangement;<br />

b. A renewal option is exercised or extension granted, unless the term of the renewal or<br />

extension was initially included in the lease term;<br />

c. There is a change in the determination of whether fulfillment is dependent on a specified asset;<br />

or<br />

d. There is a substantial change to the asset.<br />

Whether a reassessment is made, lease accounting shall commence or cease from the date when<br />

the change in circumstances gave rise to the reassessment for scenarios (a), (c), or (d) and at the<br />

date of renewal or extension for scenario (b).<br />

Group as a lessee<br />

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are<br />

classified as operating lease. Operating lease payments are recognized as expense in the statement<br />

of income on a straight-line basis over the lease term.<br />

Revenue Recognition<br />

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the<br />

Group and the revenue can be reliably measured. Revenue is measured at fair value of the<br />

consideration received, excluding discounts, rebates, and other indirect taxes or duty. The<br />

following specific recognition criteria must also be met before revenue is recognized:<br />

Rendering of services<br />

Revenue from delivery fees is recognized when the service is rendered.<br />

Interest income<br />

Revenue is recognized as interest accrues (using the effective interest method that is the rate that<br />

exactly discounts estimated future cash receipts through the expected life of the financial<br />

instrument to the net carrying amount of the financial asset).<br />

Taxes<br />

Current income tax<br />

Current income tax assets and liabilities for the current and prior periods are measured at the<br />

amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax<br />

laws used to compute the amount are those that are enacted or substantively enacted by the<br />

balance sheet date.<br />

*SGVMC110092*


- 13 -<br />

Current income tax relating to items recognized directly in equity is recognized in equity and not<br />

in the statement of income.<br />

Deferred income tax<br />

Deferred income tax is provided using the liability method on temporary differences at the balance<br />

sheet date between the tax bases of assets and liabilities and their carrying amounts for financial<br />

reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary<br />

differences, except:<br />

• Where the deferred income tax liability arises from the initial recognition of goodwill or of an<br />

asset or liability in a transaction that is not a business combination and, at the time of the<br />

transaction, affects neither the accounting profit nor taxable profit or loss; and<br />

• In respect of taxable temporary differences associated with investments in subsidiaries where<br />

the timing of the reversal of the temporary differences can be controlled and it is probable that<br />

the temporary differences will not reverse in the foreseeable future.<br />

Deferred income tax assets are recognized for all deductible temporary differences, carry forward<br />

of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will<br />

be available against which the deductible temporary differences, and the carry forward of unused<br />

tax credits and unused tax losses can be utilized except:<br />

• Where the deferred income tax asset relating to the deductible temporary difference arises<br />

from the initial recognition of an asset or liability in a transactions that is not a business<br />

combination and, at the time of the transaction, affects neither the accounting profit nor<br />

taxable profit or loss; and<br />

• In respect of deductible temporary differences associated with investments in subsidiaries and<br />

associates, deferred income tax assets are recognized only to the extent that is probable that<br />

the temporary differences will reverse in the foreseeable future and taxable profit will be<br />

available against which the temporary differences can be utilized.<br />

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and<br />

reduced to the extent that it is no longer probable that sufficient taxable profit will be available to<br />

allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income<br />

tax assets are reassessed at each balance sheet date and are recognized to the extent that it has<br />

become probable that future taxable profit will allow the deferred tax asset to be recovered.<br />

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply<br />

to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws)<br />

that have been enacted or substantively enacted at the balance sheet date.<br />

Deferred income tax relating to items recognized directly in equity is recognized in equity and not<br />

in the statement of income.<br />

Deferred income tax assets liabilities are offset, if a legally enforceable right exists to set off<br />

current tax assets against current income tax liabilities and the deferred income taxes related to the<br />

same taxable entity and the same taxation authority.<br />

Borrowing Costs<br />

Borrowing costs are recognized as an expense when incurred.<br />

*SGVMC110092*


- 14 -<br />

Earnings Per Share<br />

Basic earnings per share (EPS) is computed by dividing net income for the year by the weighted<br />

average number of common shares issued and outstanding during the year, after giving retroactive<br />

effect to any stock dividends or stock splits, if any, declared during the year. Diluted EPS is<br />

computed by dividing net income applicable to common stockholders by the weighted average<br />

number of common shares issued and outstanding during the year after giving effect to assumed<br />

conversion of diluted potential common shares.<br />

Subsequent Events<br />

Any post reporting period-end events that provide additional information about the Group’s<br />

position at balance sheet date (adjusting events) are reflected in the financial statements. Post<br />

reporting period-end events that are non-adjusting events when material are disclosed in the<br />

financial statements.<br />

Future Changes in Accounting Policies<br />

The Group has not applied the following PFRS and Philippine Interpretations which are not yet<br />

effective for the period ended June 30, 2007:<br />

PFRS 8, Operating Segments effective for annual periods beginning on or after January 1, 2009<br />

This PFRS adopts a management approach to reporting segment information. PFRS 8, will replace<br />

PAS 14, Segment Reporting, and is required to be adopted only by entities whose debt or equity<br />

instruments are publicly traded, or are in the process of filing with the SEC for purposes of issuing<br />

any class of instruments in a public market. The Group is presently assessing the impact of this<br />

interpretation on the financial statements.<br />

Philippine Interpretation IFRIC-11, PFRS 2 Company and Treasury Share Transactions effective<br />

for annual periods beginning on or after March 1, 2007<br />

This Interpretation requires arrangements whereby an employee is granted rights to an entity’s<br />

equity instruments to be accounted for as an equity-settled scheme by the entity even if (a) the<br />

entity chooses or is required to buy those equity instruments (e.g., treasury shares) from another<br />

party, or (b) the shareholder(s) of the entity provide the equity instruments needed. It also provides<br />

guidance on how subsidiaries, in their separate financial statements, account for such schemes<br />

when their employees receive rights to the equity instruments of the parent. The Group is<br />

presently assessing the impact of this interpretation on the financial statements.<br />

Philippine Interpretation IFRIC-12, Service Concession Arrangements effective for annual periods<br />

beginning on or after January 1, 2008<br />

This Interpretation covers contractual arrangements arising from private entities providing public<br />

services and is not relevant to the Group’s current operations.<br />

Philippine Interpretation IFRIC-13, Customer Loyalty Programmes effective for annual periods<br />

beginning on or after July 1, 2008<br />

This Interpretation specifies how these loyalty programmes should be accounted for. The Group<br />

is presently assessing the impact of this interpretation on the financial statements.<br />

*SGVMC110092*


- 15 -<br />

Philippine Interpretation IFRIC-14, The Limit on a Defined Benefit Asset effective for annual<br />

periods beginning on or after July 1, 2008<br />

This Interpretation provides general guidelines on how to assess the limit in PAS 19, Employee<br />

Benefits on the amount of the surplus that can be recognized as an asset. It also explains how this<br />

limit, also referred to as the ‘asset ceiling test’, may be influenced by a minimum funding<br />

requirement. This Interpretation standardizes current practice and ensures that companies<br />

recognize an asset in relation to a surplus on a consistent basis. This Interpretation has no impact<br />

on the financial statements of the Group as the retirement plan is not funded.<br />

3. Significant Accounting Judgments and Estimates<br />

The preparation of the financial statements in accordance with PFRS requires the Group to make<br />

judgments and estimates that affect the reported amounts of assets, liabilities, income and<br />

expenses and disclosure of contingent assets and contingent liabilities. Future events may occur<br />

which will cause the judgments and assumptions used in arriving at the estimates to change. The<br />

effects of any change in judgments and estimates are reflected in the financial statements as they<br />

become reasonably determinable.<br />

Judgments and estimates are continually evaluated and are based on historical experience and<br />

other factors, including expectations of future events that are believed to be reasonable under the<br />

circumstances.<br />

Judgments<br />

a. Operating Leases<br />

The Group has entered into a commercial property leases as a lessee for its office premises.<br />

The Group has determined that the lessor retained all the significant risks and rewards of<br />

ownership of these properties.<br />

b. Fair value measurement of financial assets and financial liabilities<br />

The fair values of financial instruments that are not quoted in active markets are determined<br />

using valuation techniques. The fair values of financial assets and financial liabilities of the<br />

Group approximate their market values since these are short-term in nature.<br />

Estimates<br />

a. Credit losses of receivables<br />

The Group reviews its problem receivables at each reporting date to assess whether an<br />

allowance for impairment should be recorded in the statement of income. In particular,<br />

judgment by management is required in the estimation of the amount and timing of future cash<br />

flows when determining the level of allowance required. Such estimates are based on<br />

assumptions about a number of factors and actual results may differ, resulting in future<br />

changes to the allowance.<br />

As of June 30, 2007 and December 31, 2006, no allowance for credit losses on receivables are<br />

recorded since the Group assessed that there were no objective evidence of impairment on the<br />

receivables. Receivables are carried at P=339.28 million and P=340.98 million as of June 30,<br />

2007 and December 31, 2006, for the Group, respectively, and P=461.58 million and<br />

P=398.97 million as of June 30, 2007 and December 31, 2006, for the Parent Company,<br />

respectively (see Note 7).<br />

*SGVMC110092*


- 16 -<br />

b. Recoverability of deferred income taxes<br />

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that<br />

taxable profit will be available against which the losses can be utilized. Significant<br />

management judgment is required to determine the amount of deferred tax assets that can be<br />

recognized, based upon the likely timing and level of future taxable profits together with<br />

future tax planning strategies.<br />

Management believes that it is not highly probable that certain temporary differences will be<br />

realized in the future (see Note 22).<br />

c. Present value of retirement obligation<br />

The cost of defined benefit pension plan and other post employment benefits is determined<br />

using actuarial valuations. The actuarial valuation involves making assumptions about<br />

discount rates, expected rates of return on assets, future salary increases, mortality rates and<br />

future pension increases. Due to the long term nature of these plans, such estimates are<br />

subject to significant uncertainty.<br />

The assumed discount rates were determined using the market yields on Philippine<br />

government bonds with terms consistent with the expected employee benefit payout as of<br />

balance sheet date. Refer to Note 18 for details of assumption used in the calculation.<br />

As of June 30, 2007 and December 31, 2006, the present value of the retirement obligation of<br />

the Group amounted to P=12.38 million and P=10.69 million, respectively, which also pertains to<br />

the Parent Company.<br />

d. Impairment of non-financial assets<br />

Property and equipment<br />

The Group assesses impairment on assets whenever events or changes in circumstances<br />

indicate that the carrying amount of an asset may not be recoverable. The factors that the<br />

Group considers important which could trigger an impairment review include the following:<br />

• significant underperformance relative to expected historical or projected future operating<br />

results;<br />

• significant changes in the manner of use of the acquired assets or the strategy for overall<br />

business; and<br />

• significant negative industry or economic trends.<br />

The Group recognizes an impairment loss whenever the carrying amount of an asset exceeds<br />

its recoverable amount. The recoverable amount is computed using the value in use approach.<br />

Recoverable amounts are estimated for individual assets or, if it is not possible, for the cashgenerating<br />

unit to which the asset belongs.<br />

As of June 30, 2007 and December 31, 2006, the carrying value of the property and equipment<br />

amounted to P=18.17 million and P=12.19 million, respectively, for the Group. As of June 30,<br />

2007 and December 31, 2006, the carrying value of the property and equipment amounted to<br />

P=11.77 million and P=7.36 million, respectively, for the Parent Company (see Note 10).<br />

*SGVMC110092*


- 17 -<br />

Goodwill<br />

The Group assesses impairment of assets whenever events or changes in circumstances<br />

indicate that the carrying amount of an asset may not be recoverable. An impairment loss is<br />

recognized whenever the carrying amount of an asset exceeds its recoverable amount. The<br />

recoverable amount is the value in use. The net selling price is the amount obtainable from<br />

the sale of an asset in an arm’s length transaction while value in use is the present value of<br />

estimated future cash flows expected to arise from the continuing use of an asset and from its<br />

disposal at the end of its useful life. Recoverable amounts are estimated for individual assets<br />

or, if it is not possible, for the cash-generating unit to which the asset belongs.<br />

Goodwill is written down for impairment where the net present value of the forecasted future<br />

cash flows of the subsidiaries is insufficient to support its carrying value.<br />

As of June 30, 2007 and December 31, 2006, goodwill amounted to P=105.86 million and<br />

P=4.98 million, respectively. No impairment losses on goodwill were identified by the Group<br />

(see Note 11).<br />

4. Fair Value Measurement<br />

The methods used by the Group in estimating the fair value of the financial instruments are:<br />

• The carrying amounts of cash on hand and in banks, receivables and other current assets<br />

maturing within 12 months are assumed to approximate their fair values. This assumption is<br />

applied to liquid assets and the short-term elements of all other financial assets; and<br />

• The carrying amounts of beneficiaries and other payables, and interest-bearing loans<br />

approximate their fair values due to either the demand feature or the relatively short-term<br />

maturities of these liabilities.<br />

5. Financial Risk Management Objectives and Policies<br />

The Group’s financial instruments mainly comprise of short-term loans from banks and advances<br />

from stockholders. The main purpose of these financial instruments is to raise funds for the<br />

Group’s fulfillment or delivery of remittance transactions to beneficiaries. The Group has also<br />

various other financial assets and liabilities such as Accounts receivable from agents and Accounts<br />

payable to beneficiaries, which arise directly from its remittance operations.<br />

The main risks arising from the Group’s financial instruments are credit risk, foreign currency<br />

risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and agrees policies for<br />

managing each of these risks and they are summarized below.<br />

Credit Risk<br />

The nature of the business exposes the Group to potential risk from difficulties in recovering<br />

transaction money from foreign partners. Accounts receivable from foreign offices and agents<br />

arises as a result of its remittance operations in various regions of the globe. In order to address<br />

*SGVMC110092*


- 18 -<br />

this, the Group has maintained the following credit policies: (a) implement a contract that<br />

incorporates a bond and advance payment cover such that the full amount of the transaction will<br />

be credited to the Group prior to their delivery to the beneficiaries which applies generally to all<br />

new agents of the Group and in certain cases to old agents, the advance funding equivalent to their<br />

average daily remittance transactions, to fulfill or deliver their remittance transactions; (b) all<br />

foreign offices and agents must settle their accounts following the next banking day settlement<br />

policy, otherwise, the fulfillment or delivery of their remittance transactions will be put on hold;<br />

(c) evaluation of individual potential partners and preferred associates’ credit worthiness, as well<br />

as a close look into the other pertinent aspects of their partners’ businesses which assures the<br />

Group of the financial soundness of their partner firms; and (d) receivable balances are monitored<br />

daily by the regional managers with the result that the Group’s exposure to bad debts is not<br />

significant.<br />

The Group and Parent Company’s accounts receivables from agents are highly collectible which<br />

has turnover ranging from 1 to 5 days. The other receivable which includes advances to related<br />

parties is also highly collectible which is due in less than one year.<br />

The table below shows the maximum credit exposure (includes cash in bank and receivables) of<br />

the Group and the Parent Company per geographical classification (see Note 7):<br />

Consolidated Parent Company<br />

June 30, December 31, June 30, December 31,<br />

2007<br />

2006<br />

2007<br />

2006<br />

Asia Pacific P=763,692,736 P=485,460,310 P=840,987,271 P=598,630,883<br />

Europe 42,919,692 93,952,907 44,911,279 45,379,070<br />

North America 137,451,048 91,348,482 29,231,280 16,196,936<br />

Total P=944,063,476 P=670,761,699 P=915,129,830 P=660,206,889<br />

Foreign Currency Risk<br />

It is the Group’s policy that all daily foreign currencies, which arise as a result of its remittance<br />

transactions, must be traded daily with bank partners only at prevailing foreign exchange rates in<br />

the market. The daily closing foreign exchange rates shall be the guiding rate in providing<br />

wholesale rates and retail rates to foreign offices and agents, respectively (see Note 6). The<br />

trading proceeds will be used to pay out bank loans and other obligation of the Group.<br />

The following table sets forth, the impact of changes in exchange rates on the Group and the<br />

Parent Company’s income before tax.<br />

Increase/<br />

decrease in<br />

US dollar rate<br />

Consolidated Parent Company<br />

Effect on<br />

income<br />

before tax<br />

Increase/<br />

decrease in<br />

US dollar rate<br />

Effect on<br />

income<br />

before tax<br />

2007 +0.20 P=971,909 +0.20 P=317,790<br />

-0.20 (971,909) -0.20 (317,790)<br />

2006 +0.20 517,188 +0.20 237,583<br />

-0.20 (517,188) -0.20 (237,583)<br />

*SGVMC110092*


- 19 -<br />

Cash Flow Interest Rate Risk<br />

The Group’s exposure to cash flow interest rate risk is minimal. The Group’s policy is to manage<br />

its interest cost by entering into a fixed short-term debt.<br />

Liquidity Risk<br />

The Group’s objective is to maintain a balance between continuity of funding and flexibility<br />

through the use of short-term debts and advances from stockholders. In addition, the Group<br />

maintains credit facility with local banks. As of June 30, 2007 and December 31, 2006, the Parent<br />

Company has unused credit facilities amounting to P=295.00 million and P=67.50 million,<br />

respectively (see Note 14).<br />

The Group’s policy is to maintain a debt to equity ratio of 3:1 in order to comply with one of the<br />

requirements of the Board of Investments (BOI).<br />

The table below summarizes the maturity profile of the financial liabilities of the Group and the Parent<br />

Company based on contractual undiscounted payments as of June 30, 2007 and December 31, 2006.<br />

June 30, 2007<br />

Consolidated<br />

Less than 5 days 5 to 30 days 30 to 60 days Total<br />

Interest-bearing loans P=150,208,333 P=110,916,667 P=53,267,864 P=314,392,864<br />

Advances from related parties – 200,286 198,077,539 198,277,825<br />

Beneficiaries 50,842,563 – – 50,842,563<br />

Agents, couriers and trading clients 42,532,706 – 3,322,067 45,854,773<br />

Accrued expenses 14,350,090 – – 14,350,090<br />

Others – – 11,683,270 11,683,270<br />

P=257,933,692 P=111,116,953 P=266,350,740 P=635,401,385<br />

December 31, 2006<br />

Consolidated<br />

Less than 5 days 5 to 30 days 30 to 60 days Total<br />

Interest-bearing loans P=248,252,261 P=174,981,691 P=75,611,923 P=498,845,875<br />

Advances from related parties – 6,546,698 – 6,546,698<br />

Beneficiaries 2,424,232 – – 2,424,232<br />

Agents, couriers and trading clients 15,814,708 – 3,266,906– 19,081,614<br />

Accrued expenses 17,878,789 – – 17,878,789<br />

Others – – 10,983,796 10,983,796<br />

P=284,369,990 P=181,528,389 P=89,862,625 P=555,761,004<br />

June 30, 2007<br />

Parent Company<br />

Less than 5 days 5 to 30 days 30 to 60 days Total<br />

Interest-bearing loans P=150,208,333 P=110,916,667 P=50,833,333 P=311,958,333<br />

Advances from related parties – 200,286 195,707,323 195,907,609<br />

Beneficiaries 50,842,563 – – 50,842,563<br />

Agents, couriers and trading clients 23,935,706 – 3,322,067 27,257,773<br />

Accrued expenses 13,914,365 – – 13,914,365<br />

Others – – 9,833,100 9,833,100<br />

P=238,900,967 P=111,116,953 P=259,695,823 P=609,713,743<br />

*SGVMC110092*


- 20 -<br />

December 31, 2006<br />

Parent Company<br />

Less than 5 days 5 to 30 days 30 to 60 days Total<br />

Interest-bearing loans P=247,092,708 P=174,164,375 P=75,258,750 P=496,515,833<br />

Advances from related parties – 13,467,059 – 13,467,059<br />

Beneficiaries 2,424,232 – – 2,424,232<br />

Agents, couriers and trading clients 15,675,471 – 3,266,906– 18,942,377<br />

Accrued expenses 12,661,303 – – 12,661,303<br />

Others – – 9,035,667 9,035,667<br />

P=277,853,714 P=187,631,434 P=87,561,323 P=553,046,471<br />

Capital Management<br />

The primary objective of the Group’s capital management is to ensure that the Group complies<br />

with externally imposed capital requirements and it brings strong credit rating and healthy capital<br />

ratios in order to support its business and maximize shareholder value.<br />

The Group manages its capital structure and makes adjustments to it, in light of changes in<br />

economic conditions. To maintain or adjust the capital structure, the Group may adjust the<br />

dividend payment to shareholders, return capital to shareholders or issue new shares. No changes<br />

were made in the objectives, policies or processes during six month ended June 30, 2007 and the<br />

year ended December 31, 2006.<br />

The Group monitors capital using a debt to equity ratio as required by the BOI, which is total<br />

liabilities divided by total equity. The Groups policy is to maintain a debt to equity ratio of 3:1, as<br />

required by the Board of Investments. The Group has complied with its debt-to-equity ratio<br />

requirement.<br />

Consolidated Parent Company<br />

June 30, December 31, June 30, December 31,<br />

2007<br />

2006<br />

2007<br />

2006<br />

Beneficiaries and other payables P=320,407,662 P=56,915,129 P=297,154,551 P=56,530,638<br />

Interest-bearing loans 312,394,620 495,815,889 310,000,000 493,500,000<br />

Retirement liability 4,282,406 2,352,561 4,282,406 2,352,561<br />

Total liabilities 637,084,688 555,083,579 611,436,957 552,383,199<br />

Capital stock 50,000,000 50,000,000 50,000,000 50,000,000<br />

Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000<br />

Deposits on future stock subscriptions 347,000,000 53,000,000 347,000,000 53,000,000<br />

Retained earnings 64,306,234 24,418,276 76,078,955 43,140,297<br />

Cumulative translation adjustment 736,326 (540,481) – –<br />

Minority interest – 3,231,119 – –<br />

Total equity 522,042,560 190,108,914 533,078,955 206,140,297<br />

Total liabilities and equity P=1,159,127,248 P=745,192,493 P=1,144,515,912 P=758,523,496<br />

Debt to equity ratio 1.21:1.00 2.92:1.00 1.15:1.00 2.68:1.00<br />

*SGVMC110092*


6. Cash on Hand and in Banks<br />

This account consists of:<br />

- 21 -<br />

Consolidated Parent Company<br />

June 30, December 31, June 30, December 31,<br />

2007<br />

2006<br />

2007<br />

2006<br />

Cash on hand P=28,495,770 P=30,473,479 P=28,495,691 P=30,473,479<br />

Cash in banks 604,783,376 329,779,800 453,551,131 261,234,542<br />

P=633,279,146 P=360,253,279 P=482,046,822 P=291,708,021<br />

Cash in banks include foreign currency-denominated units (FCDU) with Philippine peso (Php)<br />

equivalent as follow:<br />

Consolidated<br />

June 30, 2007 December 31, 2006<br />

FCDU amount Php equivalent FCDU amount Php equivalent<br />

Canadian Dollar 2,353,660 P=103,052,632 1,485,310 P=62,894,264<br />

Australian Dollar (AUD) 1,126,933 44,741,155 416,018 16,101,950<br />

United States Dollar (USD) 981,844 45,400,447 852,919 41,818,630<br />

Great Britain Pound 207,283 19,332,472 – –<br />

Others 2,011,938 12,178,593 903,973 5,973,870<br />

P=224,705,299 P=126,788,714<br />

Parent Company<br />

June 30, 2007 December 31, 2006<br />

FCDU amount Php equivalent FCDU amount Php equivalent<br />

USD 981,844 P=45,400,447 852,919 P=41,818,630<br />

AUD 698,453 27,729,763 416,018 16,101,950<br />

Others 11,372 342,844 10,083 322,876<br />

P=73,473,054 P=58,243,456<br />

Cash in banks earn interests at the respective bank deposit rates. As of June 30, 2007 and<br />

December 31, 2006, such deposits earned interest rates ranging as follow:<br />

Consolidated Parent Company<br />

June 30, December 31, June 30, December 31,<br />

2007<br />

2006<br />

2007<br />

2006<br />

PHP 1% to 2% 1% to 2% 1% to 2% 1% to 2%<br />

FCDU 1% to 4% 1% to 4% 1% to 2% 1% to 2%<br />

*SGVMC110092*


7. Receivables<br />

This account consists of receivables from:<br />

- 22 -<br />

Consolidated Parent Company<br />

June 30, December 31, June 30, December 31,<br />

2007<br />

2006<br />

2007<br />

2006<br />

Related parties (Note 20) P=255,096,513 P=109,123,978 P=403,725,720 P=233,361,661<br />

Agents 45,188,426 202,591,098 40,027,528 136,424,190<br />

Couriers 13,958,653 22,561,596 13,958,653 22,561,596<br />

Others 25,036,508 6,705,227 3,866,798 6,624,900<br />

P=339,280,100 P=340,981,899 P=461,578,699 P=398,972,347<br />

The carrying value of receivables from agents, related parties, couriers and others are due on<br />

demand or within one year. Their fair values approximate their respective carrying values due to<br />

short-term maturity (less than three months) of theses receivables.<br />

8. Other Current Assets<br />

This account consists of:<br />

Consolidated Parent Company<br />

June 30, December 31, June 30, December 31,<br />

2007<br />

2006<br />

2007<br />

2006<br />

Input VAT P=17,316,234 P=7,984,236 P=17,316,234 P=7,984,236<br />

Prepaid expenses 4,675,959 2,644,695 2,225,282 2,231,839<br />

Miscellaneous 1,270,562 1,469,667 1,270,562 1,469,667<br />

P=23,262,755 P=12,098,598 P=20,812,078 P=11,685,742<br />

Miscellaneous other current assets consist mostly of office supplies and card inventories.<br />

9. Investments in Subsidiaries and Associates<br />

The Group and the Parent Company’s investments in subsidiaries and associates consist of the<br />

following:<br />

Group Parent Company<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Acquisition cost:<br />

Wholly-owned subsidiaries:<br />

LSML P=– P=– P=43,670,280 P=25,196,754<br />

IRCL – – 13,444,000 10,344,000<br />

IGRL – – 71,200,000 –<br />

IAPL – – 8,552,000 –<br />

Associates:<br />

ISPL 12,600,000 – 12,600,000 –<br />

WEPL 7,592,954 – 5,600,000 –<br />

P=20,192,954 P=– P=155,066,280 P=35,540,754<br />

*SGVMC110092*


- 23 -<br />

Acquisition of subsidiaries<br />

IGRL and IAPL<br />

On June 2, 2007, the Parent Company’s BOD approved the acquisition of the 100.00% ownership<br />

interest in both IGRL and IAPL for consideration of P=71.20 million and P=8.55 million,<br />

respectively. IGRL and IAPL are based in United Kingdom and Australia, respectively. These<br />

two entities, which are in remittance business, have the same operations as the Parent Company.<br />

Accordingly on June 29, 2007, the Parent Company acquired 100.00% ownership interest in IGRL<br />

and IAPL through the execution of deeds of assignment by the previous stockholders (who are<br />

also the stockholders of the Parent Company) of the two entities. Under the deeds of assignment,<br />

the existing advances by the Parent Company to certain stockholders shall be applied as payment<br />

for the purchase of IGRL and IAPL, or if there are no existing advances then cash payment shall<br />

be made.<br />

The purchase price allocation has been prepared on a preliminary basis, and reasonable changes<br />

are expected as additional information becomes available. The following is a summary of the<br />

provisional fair values of the assets acquired and liabilities assumed as of the date of the<br />

acquisition:<br />

Fair value recognized on acquisition<br />

IGRL IAPL Total<br />

Cash on hand and in banks P=19,332,472 P=17,011,471 P=36,343,943<br />

Receivables 25,826,775 – 25,826,775<br />

Investments – 1,992,954 1,992,954<br />

Property and equipment 2,049,336 – 2,049,336<br />

Other noncurrent assets 3,814,397 – 3,814,397<br />

51,022,980 19,004,425 70,027,405<br />

Accounts payable 29,890,379 15,910,191 45,800,570<br />

Due to related parties 19,915,106 1,955,872 21,870,978<br />

Other liabilities – 264,927 264,927<br />

49,805,485 18,130,990 67,936,475<br />

Net assets acquired 1,217,495 873,435 2,090,930<br />

Goodwill 69,982,505 7,678,565 77,661,070<br />

Consideration, satisfied by application of<br />

advances from stockholders P=71,200,000 P=8,552,000 P=79,752,000<br />

Cash flow from acquisition of subsidiaries:<br />

Net cash acquired from subsidiaries P=36,343,943<br />

Cash paid –<br />

Net cash inflow P=36,343,943<br />

If the combination had taken place at the beginning of the year, total revenue and net income for<br />

the Group would have increased by P=40.5 million and P=1.3 million, respectively.<br />

*SGVMC110092*


- 24 -<br />

Acquisition of associates<br />

WEPL and ISPL<br />

On June 2, 2007, the Parent Company’s BOD approved the acquisition of the 20.00% and 49.00%<br />

ownership interest in WEPL and ISPL, respectively, for consideration of P=5.60 million and<br />

P=12.60 million, respectively. WEPL and ISPL are based in Australia and Singapore, respectively.<br />

These two entities, which are in remittance business, have the same operations as the Parent<br />

Company. Accordingly on June 29, 2007, the Parent Company acquired 20.00% and 49.00%<br />

ownership interest in WEPL and ISPL, respectively, through the execution of deeds of assignment<br />

by the previous stockholders (who are also stockholders of the Parent Company) of the two<br />

entities. Under the deeds of assignment, the existing advances of the Parent Company to certain<br />

stockholders shall be applied as payment for the purchase of IGRL and IAPL, or if there are no<br />

existing advances then cash payment shall be made.<br />

The fair value of the net assets of WEPL and ISPL at this date was P=9.71 million and<br />

P=9.35 million, respectively, and the fair value of the additional interest acquired was P=1.97 million<br />

and P=4.58 million, respectively. The difference of P=3.63 million and P=8.02 million between the<br />

consideration and the fair value of the interest acquired in WEPL and ISPL, respectively, has been<br />

recognized as part of investments in associates.<br />

WEPL and ISPL are not listed in any stock exchange. A summary of financial information of<br />

WEPL and ISPL as of June 30, 2007 follows:<br />

WEPL ISPL Total<br />

Total assets P=23,705,352 P=54,740,391 P=78,445,743<br />

Total liabilities 13,991,533 45,388,091 59,379,624<br />

Total revenue 8,905,437 6,335,956 15,241,393<br />

Total net income 3,251,948 4,504,763 7,756,711<br />

Minority interest in LSML and IRCL<br />

On June 2, 2007, the Parent Company’s BOD approved the acquisition of the 49.00% ownership<br />

interest in LSML and 5.00% ownership interest in IRCL from their respective minority<br />

stockholders for consideration of P=24.70 million and P=3.10 million, respectively, taking its<br />

ownership in both entities at 100.00%. Accordingly on June 29, 2007, the respective LSML<br />

minority stockholder (who is a stockholder of the Parent Company) and IRCL minority<br />

stockholder executed deeds of assignment to transfer their respective ownership interest to the<br />

Parent Company. Under certain deeds of assignment, the existing advances by the Parent<br />

Company to certain stockholders shall be applied as payment for the purchase of LSML and<br />

IRCL, or if there are no existing advances then cash payment shall be made.<br />

The fair value of the net assets of LSML and IRCL at acquisition date was P=8.23 million and<br />

P=11.50 million, respectively and the fair value of the additional interest acquired was<br />

P=4.03 million and P=0.57 million, respectively. The difference of P=20.67 million and P=2.54 million<br />

between the consideration and the fair value of the interest acquired in LSML and IRCL,<br />

respectively, has been recognized as goodwill (see Note 12).<br />

On July 1, 2006 the 30% ownership interest of a minority stockholder in IRCL was transferred to<br />

the Parent Company at no additional cost.<br />

*SGVMC110092*


10. Property and Equipment<br />

- 25 -<br />

The composition of and movements in this account follow:<br />

Office and<br />

Communication<br />

Equipment<br />

Transportation<br />

and Delivery<br />

Equipment<br />

June 30, 2007<br />

Consolidated<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at January 1 P=14,924,986 P=2,407,788 P=3,847,818 P=14,124,256 P=35,304,848<br />

Additions 4,073,180 1,020,535 1,091,017 2,590,477 8,775,209<br />

Exchange adjustment (142,568) – 1,799 72,143 (68,626)<br />

Balance at June 30 18,855,598 3,428,323 4,940,634 16,786,876 44,011,431<br />

Accumulated depreciation and<br />

amortization<br />

Balance at January 1 P=10,663,450 P=1,964,290 P=2,249,427 P=8,242,499 P=23,119,666<br />

Depreciation and amortization 1,141,540 246,440 286,477 1,172,357 2,846,814<br />

Exchange adjustment (135,567) – 16,924 (2,447) (121,090)<br />

Balance at June 30 11,669,423 2,210,730 2,552,828 9,412,409 25,845,390<br />

Net Book Value at June 30 P=7,186,175 P=1,217,593 P=2,387,806 P=7,374,467 P=18,166,041<br />

Office and<br />

December 31, 2006<br />

Consolidated<br />

Transportation<br />

Communication and Delivery Furniture Leasehold<br />

Equipment Equipment and Fixtures Improvements Total<br />

Cost<br />

Balance at January 1 P=11,349,247 P=3,107,788 P=2,926,453 P=10,761,167 P=28,144,655<br />

Additions 3,845,320 – 1,045,888 3,797,153 8,688,361<br />

Disposals – (700,000) – – (700,000)<br />

Exchange adjustment (269,581) – (124,523) (434,064) (828,168)<br />

Balance at December 31<br />

Accumulated depreciation and<br />

amortization<br />

14,924,986 2,407,788 3,847,818 14,124,256 35,304,848<br />

Balance at January 1 8,960,996 1,508,584 1,676,074 5,797,607 17,943,261<br />

Depreciation and amortization 1,900,565 776,322 638,162 2,658,471 5,973,520<br />

Disposals – (320,616) – – (320,616)<br />

Exchange adjustment (198,111) – (64,809) (213,579) (476,499)<br />

Balance at December 31 10,663,450 1,964,290 2,249,427 8,242,499 23,119,666<br />

Net Book Value at December 31 P=4,261,536 P=443,498 P=1,598,391 P=5,881,757 P=12,185,182<br />

Office and<br />

June 30, 2007<br />

Parent Company<br />

Transportation<br />

Communication and Delivery Furniture Leasehold<br />

Equipment Equipment and Fixtures Improvements Total<br />

Cost<br />

Balance at January 1 P=11,179,690 P=2,407,788 P=2,192,566 P=8,339,144 P=24,119,188<br />

Additions 2,355,064 1,020,535 675,391 2,449,365 6,500,355<br />

Balance at June 30<br />

Accumulated depreciation and<br />

amortization<br />

13,534,754 3,428,323 2,867,957 10,788,509 30,619,543<br />

Balance at January 1 8,038,871 1,964,290 1,381,720 5,376,839 16,761,720<br />

Depreciation and amortization 965,796 246,440 178,242 699,740 2,090,218<br />

Balance at June 30 9,004,667 2,210,730 1,559,962 6,076,579 18,851,938<br />

Net Book Value at June 30 P=4,530,087 P=1,217,593 P=1,307,995 P=4,711,930 P=11,767,605<br />

*SGVMC110092*


- 26 -<br />

Office and<br />

December 31, 2006<br />

Parent Company<br />

Transportation<br />

Communication and Delivery Furniture Leasehold<br />

Equipment Equipment and Fixtures Improvements Total<br />

Cost<br />

Balance at January 1 P=8,482,067 P=3,107,788 P=1,659,508 P=6,582,541 P=19,831,904<br />

Additions 2,697,623 – 533,058 1,756,603 4,987,284<br />

Disposals – (700,000) – – (700,000)<br />

Balance at December 31<br />

Accumulated depreciation and<br />

amortization<br />

11,179,690 2,407,788 2,192,566 8,339,144 24,119,188<br />

Balance at January 1 6,737,988 1,508,584 1,026,686 3,797,791 13,071,049<br />

Depreciation and amortization 1,300,883 776,322 355,034 1,579,048 4,011,287<br />

Disposals – (320,616) – – (320,616)<br />

Balance at December 31 8,038,871 1,964,290 1,381,720 5,376,839 16,761,720<br />

Net Book Value at December 31 P=3,140,819 P=443,498 P=810,846 P=2,962,305 P=7,357,468<br />

11. Goodwill<br />

Goodwill amounting to P=4.98 million in 2006 represents the excess of the acquisition cost of the<br />

65% ownership in IRCL by the Parent Company in 2004, over the fair value of its identifiable net<br />

assets at the date of acquisition. Additions to goodwill in 2007 amounting to P=100.87 million<br />

relates to the excess of the acquisition cost over the ownership interest acquired by the Parent<br />

Company in IGRL, IAPL, IRCL and LSML (see Note 9).<br />

Movements in goodwill of the Group follow:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Balance at January 1<br />

Acquisition of subsidiaries, affiliates and<br />

P=4,983,052 P=4,983,052<br />

minority interest (Note 9) 100,872,824 –<br />

Balance at December 31 P=105,855,876 P=4,983,052<br />

12. Other Noncurrent Assets<br />

This account consists of:<br />

June 30,<br />

2007<br />

Consolidated Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Other investments P=8,875,108 P=8,875,108 P=8,875,108 P=8,875,108<br />

Refundable deposits 7,722,156 3,161,467 2,008,782 1,782,315<br />

Software cost - net 2,316,538 2,557,741 2,316,538 2,557,741<br />

Others 176,574 96,167 44,000 44,000<br />

P=19,090,376 P=14,690,483 P=13,244,428 P=13,259,164<br />

*SGVMC110092*


- 27 -<br />

Other investments represent the Parent Company’s 74.9% equity interest in I-Remit Europe AG<br />

(I-Remit AG) amounting to P=8.88 million. The Parent Company’s BOD approved its<br />

incorporation on July 8, 2005 as a stock corporation to be organized and registered in Austria.<br />

Accordingly, the Parent Company made an investment of P=3.60 million in July 18, 2005 and an<br />

additional investment amounting to P=5.30 million in various dates in 2006. As of June 30, 2007,<br />

the I-Remit AG has yet to start its operations. The financial statements of I-Remit AG were not<br />

consolidated with the accounts of the Parent Company since the related accounts are not material<br />

to the consolidated financial statements as a whole. The total assets of I-Remit AG represent<br />

0.04% and 1.2% of the consolidated total assets of the Group as of June 30, 2007 and<br />

December 31, 2006, respectively.<br />

Movements in software cost - net of the Group and Parent Company follow:<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Cost<br />

Balance at beginning of period P=6,803,502 P=5,399,474<br />

Additions 405,215 1,404,028<br />

Balance at end of period 7,208,717 6,803,502<br />

Accumulated Amortization<br />

Balance at beginning of period 4,245,761 3,327,267<br />

Amortization 646,418 918,494<br />

Balance at end of period 4,892,179 4,245,761<br />

P=2,316,538 P=2,557,741<br />

13. Beneficiaries and Other Payables<br />

This account consists of:<br />

June 30,<br />

2007<br />

Consolidated Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Advances from related parties<br />

(Note 20) P=197,676,966 P=6,546,698 P=195,306,750 P=13,467,059<br />

Beneficiaries 50,842,563 2,424,232 50,842,563 2,424,232<br />

Agents, couriers and trading clients 45,854,773 19,081,614 27,257,773 18,942,377<br />

Accrued expenses 14,350,090 17,878,789 13,914,365 12,661,303<br />

Others 11,683,270 10,983,796 9,833,100 9,035,667<br />

P=320,407,662 P=56,915,129 P=297,154,551 P=56,530,638<br />

*SGVMC110092*


14. Interest-Bearing Loans<br />

- 28 -<br />

This account includes the Parent Company’s unsecured, short-term interest-bearing pesodenominated<br />

loans.<br />

As of June 30, 2007, the outstanding loans payable of the Parent Company amounted to<br />

P=310.00 million. These loans are guaranteed by two of the Group’s stockholders.<br />

As of December 31, 2006, the outstanding loans payable of the Parent Company amounted to<br />

P=493.50 million, wherein loans totaling P=393.50 million were guaranteed by two of the Group’s<br />

stockholders.<br />

As of June 30, 2007 and December 31, 2006, these loans bear annual interest rates ranging from<br />

8.00% to 10.50% and 10.25% to 10.75%, respectively (see Note 17).<br />

The Parent Company has unused credit facility amounting to P=295.00 million and P=67.50 million<br />

as of June 30, 2007 and December 31, 2006, respectively.<br />

15. Equity<br />

The Parent Company’s capital stock consists of:<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Common stock - P=100 par value<br />

Authorized - 2,000,000 shares<br />

Subscribed - 1,000,000 shares (net of<br />

subscription receivable of P=50,000,000) P=50,000,000 P=50,000,000<br />

Deposits on Future Stock Subscriptions<br />

Movements in Deposits on future stock subscriptions of the Group and Parent Company follow:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Balance at beginning of period P=53,000,000 P=53,000,000<br />

Additional deposits 294,000,000 –<br />

Balance at end of period P=347,000,000 P=53,000,000<br />

As discussed in Note 1, on June 29, 2007, the Parent Company’s BOD approved the increase in<br />

the Parent Company’s authorized capital stock from P=200.00 million divided into 2.00 million<br />

shares and the decrease in par value of P=100.00 per share to P=1.00 billion divided into 1.00 billion<br />

shares with par value of P=1.00 per share. As of August 7, 2007, the Parent Company is in the<br />

process of obtaining approval from the SEC of its amended articles of incorporation.<br />

*SGVMC110092*


- 29 -<br />

The Parent Company’s BOD also approved the subscription of the existing stockholders to<br />

P=294.00 million worth of shares of the Parent Company at par value of P=1.00 per share out of the<br />

P=800.00 million increase in the Parent Company’s capital stock. The said subscription was paid<br />

by the stockholders on various dates in June 2007. The payment was recorded as part of Deposits<br />

for future stock subscriptions.<br />

16. Other Operating Expenses<br />

This account consists of:<br />

June 30,<br />

2007<br />

Consolidated Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Repairs and maintenance P=1,105,752 P=976,201 P=306,014 P=353,487<br />

Taxes and licenses 1,034,219 1,037,702 853,136 860,475<br />

Insurance 688,055 1,242,301 423,352 1,013,369<br />

Association dues 605,465 1,020,310 605,465 1,020,310<br />

Miscellaneous 671,960 3,646,377 613,920 840,000<br />

P=4,105,451 P=7,922,891 P=2,801,887 P=4,087,641<br />

17. Other Charges<br />

This account consists of:<br />

June 30,<br />

2007<br />

Consolidated Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Interest expense (Notes 14 and 20) P=15,417,063 P=22,339,223 P=15,417,063 P=22,339,223<br />

Interest income (956,749) (1,111,298) (711,321) (987,985)<br />

Others (3,294,652) (1,461,574) 473,917 95,842<br />

P=11,165,662 P=19,766,351 P=15,179,659 P=21,447,080<br />

18. Retirement Plan<br />

The Parent Company has an noncontributory defined benefit retirement plan covering<br />

substantially all of its employees. Under this retirement plan, all covered employees are entitled to<br />

cash benefits after satisfying age and service requirements.<br />

Provisions for pension obligations are established for benefits payable in the form of retirement<br />

pensions. Benefits are dependent on years of service and the respective employee’s final<br />

compensation.<br />

*SGVMC110092*


- 30 -<br />

The Parent Company determined its transitional liability for defined benefit plan merely as the<br />

present value of the obligation since the Parent Company had no plan assets at the date of the<br />

adoption. Transitional liability is amortized prospectively over five years starting on January 1,<br />

2005.<br />

The latest actuarial valuation report on the retirement plans is dated December 31, 2006.<br />

The principal actuarial assumptions used in determining retirement liability for the Parent<br />

Company as of January 1, 2007 and 2006 are as follow:<br />

2007 2006<br />

Discount rate 8.29% 12.60%<br />

Future salary increases 10.00% 10.00%<br />

Average remaining working life (in years) 29.3 29.3<br />

Discount rate used to arrive at the present value of the obligation as of June 30, 2007 and<br />

December 31, 2006 is 8.29%.<br />

It is assumed that the average life expectancy beyond the retirement age of 60 is 30.7 years in<br />

2007 and 2006.<br />

The amounts recognized in the balance sheets are as follow:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Present value of unfunded obligation<br />

Unrecognized amortization:<br />

P=12,379,910 P=10,688,426<br />

Actuarial loss (7,466,936) (7,579,183)<br />

Transitional liability (630,568) (756,682)<br />

Retirement Liability P=4,282,406 P=2,352,561<br />

The movements in the present value of unfunded obligations recognized follow:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Balance at beginning of year P=10,688,426 P=2,957,502<br />

Current service cost 1,248,449 727,987<br />

Interest cost 443,035 372,645<br />

Actuarial loss – 6,630,292<br />

Balance at end of year P=12,379,910 P=10,688,426<br />

*SGVMC110092*


- 31 -<br />

The amount of retirement expense included in Salaries, wages and employee benefits in the<br />

statements of income for the six months period ended June 30, 2007 and year ended December 31,<br />

2006 is comprised of the following:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Current service cost P=1,248,449 P=727,987<br />

Interest cost 443,035 372,645<br />

Actuarial loss recognized 112,247 22,522<br />

Others – (375,909)<br />

1,803,731 747,245<br />

Amortization of transitional liability 126,114 252,227<br />

P=1,929,845 P=999,472<br />

The movements in the retirement liability recognized in the balance sheet follows:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Balance at beginning of year P=2,352,561 P=1,353,089<br />

Retirement expense 1,929,845 999,472<br />

Balance at end of year P=4,282,406 P=2,352,561<br />

The amounts of experience adjustments relating to the plan liabilities of the Parent Company are<br />

as follow:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Present value of unfunded obligation P=12,379,910 P=10,688,426<br />

Changes in assumption – 6,424,574<br />

Experience adjustments on plan liabilities – 205,718<br />

19. Operating Lease Commitments<br />

The Parent Company has operating lease agreements for its office space for a period of fifty-and-a<br />

half (50 ½) months, which commenced on September 16, 2002 and expires on November 30,<br />

2006. These leases have an escalation clause of 10% on the 13th month of the lease term and<br />

every year thereafter and may be renewed under the terms and conditions mutually agreed upon by<br />

the Parent Company and the lessor. On December 20, 2006, the lease contract was renewed for a<br />

period of one year commencing on December 1, 2006 and to expire on November 30, 2007. The<br />

Parent Company entered also into a lease agreement in December 2005 for additional office space<br />

for a period of thirty-five months, which commenced on February 1, 2006 and expires on<br />

January 31, 2009.<br />

*SGVMC110092*


- 32 -<br />

On February 7, 2007, the Parent Company entered into another lease agreement for additional<br />

office space for a period of thirty six (36) months commencing on February 1, 2007 to January 31,<br />

2010 with a 10% escalation on the aggregate current monthly rental on the 13th and 25th month of<br />

the lease term.<br />

Rent expense pertaining to these leased office spaces by the Parent Company amounted to<br />

P=3.42 million for the six months period ended June 30, 2007 and P=5.39 million for the year ended<br />

December 31, 2006 (see Note 20). Total rent expense of the Parent Company amounted to<br />

P=3.55 million and P=6.34 million for the six months ended June 30, 2007 and for the year ended<br />

December 31, 2006, respectively.<br />

The Group’s rent expense includes operating lease agreements entered into by the subsidiaries for<br />

the use of its office spaces. Rent expense of the Group amounted to P=9.05 million and<br />

P=17.87 million for the six months ended June 30, 2007 and for the year ended December 31, 2006,<br />

respectively.<br />

Future minimum rentals payable under non-cancelable operating leases are as follows:<br />

June 30,<br />

2007<br />

Group Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Within one year P=16,781,246 P=27,547,841 P=3,822,276 P=9,003,652<br />

After one year but not more than five years 17,579,000 22,015,060 2,632,076 1,247,726<br />

P=34,360,246 P=49,562,901 P=6,454,352 P=10,251,378<br />

20. Related Party Transactions<br />

In the ordinary course of business, the Group engages in transactions with related parties<br />

consisting primarily of the following:<br />

(a) Delivery services for a fee, for the six months ended June 30, 2007 and for the year ended<br />

December 31, 2006, with subsidiaries and associates are as follow:<br />

June 30, December 31,<br />

2007<br />

2006<br />

IRCL P=13,467,284 P=21,610,223<br />

IGRL 12,114,631 –<br />

IAPL & WEPL 9,883,584 –<br />

ISPL 8,197,862 –<br />

LSML 2,610,992 6,178,259<br />

P=46,274,353 P=27,788,482<br />

(b) The Parent Company leases office spaces from Oakridge Properties, a related party, wherein<br />

rent expense amounted to P=3.42 million and P=5.39 million for the six months ended June 30,<br />

2007 and for the year ended December 31, 2006, respectively.<br />

*SGVMC110092*


- 33 -<br />

(c) The Parent Company has office sharing arrangements with Surewell Enterprises, Ltd. in Hong<br />

Kong and Surewell Equities Pte Ltd. in Singapore, which are both related parties of the Parent<br />

Company.<br />

(d) In 2007, the Parent Company opened a Peso bank account with Sterling Bank, a related party.<br />

The balance of this account as of June 30, 2007 amounted to P=0.18 million.<br />

(e) Operating cash advances to/from stockholders, associates and companies owned by the<br />

stockholders. The following table shows the details of advances to/from related parties:<br />

June 30,<br />

2007<br />

Consolidated Parent Company<br />

December 31,<br />

2006<br />

June 30,<br />

2007<br />

December 31,<br />

2006<br />

Advances to related parties (Note 7):<br />

Stockholders* P=113,176,485 P=50,816,452 P=112,584,863 P=50,816,452<br />

Confed Properties, Inc. – 38,073,663 – 38,073,663<br />

Subsidiaries, associates and affiliates:<br />

ISPL 64,727,518 5,295,045 64,727,518 5,295,045<br />

I-Remit-USA 29,302,282 – 29,302,282 –<br />

IRCL 20,866,484 – 119,656,997 114,763,837<br />

IGRL 11,665,689 11,839,081 54,153,220 11,839,081<br />

WEPL 9,602,781 – 9,602,781 –<br />

I-Remit-Taiwan 3,621,708 3,099,737 3,621,708 3,099,737<br />

IAPL 1,896,634 – 1,896,634 –<br />

I-Remit-AG 236,932 – 236,932 –<br />

LSML – – 7,942,785 9,473,846<br />

P=255,096,513 P=109,123,978 P=403,725,720 P=233,361,661<br />

Advances from related parties (Note 13):<br />

Stockholders** P=121,881,966 P=6,546,698 P=119,511,750 P=–<br />

Confed Properties, Inc.*** 49,000,000 – 49,000,000 –<br />

Treasure Steel, Inc.*** 25,000,000 – 25,000,000 –<br />

LSML – – – 13,467,059<br />

Others*** 1,795,000 – 1,795,000 –<br />

P=197,676,966 P=6,546,698 P=195,306,750 P=13,467,059<br />

* The total consideration on the purchase of certain investments in subsidiaries and associates, amounting<br />

P=102.35 million, was applied by the Parent Company to offset the advances made by the Parent Company to<br />

the three directors and to Surewell Equities, Inc.<br />

** A portion, amounting to P=20.34 million, from the June 30, 2007 balance pertains to interest-bearing operating<br />

cash advances from one of the stockholders of the Group. Interest rate is 11.00%.<br />

*** These are interest-bearing operating cash advances. Interest rates range from 8.00% to 10.50%<br />

Compensation of Key Management Personnel of the Parent Company<br />

The remuneration of directors and other members of key management for the six months period<br />

ended June 30, 2007 and for year ended December 31, 2006 are as follow:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Short-term benefits P=5,971,499 P=4,763,482<br />

Post-employment benefits 2,162,180 336,879<br />

P=8,133,679 P=5,100,361<br />

*SGVMC110092*


21. Registration with the Board of Investments<br />

- 34 -<br />

The Parent Company is registered with the BOI as a New Information Technology Service Firm in<br />

the field of Information Technology Services (<strong>Remittance</strong> Infrastructure Systems) on a Non-<br />

Pioneer Status under the Omnibus Investments Code of 1987. The registration entitles the Parent<br />

Company to, among others, income tax holiday for four (4) years from November 12, 2001. On<br />

February 7, 2006, the BOI approved to extend the Parent Company’s income tax holiday until<br />

November 11, 2007.<br />

The Parent Company is applying with the BOI for the registration of its business operations<br />

pertaining to expansion programs that it will be embarking in the succeeding years. This will<br />

entitle the Parent Company to avail of income tax holiday (ITH) incentive on the said expanded<br />

portion of its operations for another three (3) years. The ITH will be based on the incremental<br />

values of the Parent Company’s delivery fees and net foreign exchange gains over a base year to<br />

be prescribed by the BOI.<br />

22. Provision for Income Tax<br />

Provision for income tax pertains to deferred tax expense or income relating to the origination and<br />

reversal of temporary differences between tax expenses and accounting profit of LSML.<br />

The Parent Company did not recognize any deferred tax asset on temporary difference pertaining<br />

to retirement liability amounting to P=4.28 million and P=2.35 million as of June 30, 2007 and<br />

December 31, 2006, respectively. Management of the Parent Company believes that it is not<br />

highly probable that this temporary difference will be realized in the future.<br />

A reconciliation of the Parent Company’s statutory income tax to the effective income tax follows:<br />

June 30, December 31,<br />

2007<br />

2006<br />

Statutory income tax<br />

Tax effects of:<br />

P=11,528,530 P=14,940,931<br />

Income tax holiday (12,203,976) (15,290,746)<br />

Unrecognized deferred tax assets 675,446 349,815<br />

Effective income tax P=– P=–<br />

*SGVMC110092*


23. Earnings Per Share<br />

- 35 -<br />

The basis for basic earnings per share is calculated as follows:<br />

June 30,<br />

2007<br />

Consolidated<br />

December 31,<br />

2006<br />

a. Net income attributable to equity holders of<br />

the Parent Company P=39,887,958 P=41,708,879<br />

b. Weighted average number of outstanding<br />

common shares 500,000 500,000<br />

c. Basic earnings/dilutive per share (a/b) P=79.78 P=83.42<br />

As of June 30, 2007, the proposed increase in capital stock and set up of Special Stock Purchase<br />

Program (SSPP) did not have any impact on the Group’s earnings per share.<br />

24. Subsequent Events<br />

Dividend Declaration<br />

The BOD has declared stock dividend worth P=43.0 million to its shareholders on July 20, 2007,<br />

which declaration was subsequently ratified and confirmed by the Parent Company’s shareholders<br />

during their annual meeting held on the same date. The record date is on August 19, 2007.<br />

Special Stock Purchase Program<br />

On July 20, 2007, the BOD approved the proposal to set up a SSPP totaling 15,000,000 shares for<br />

the employees of the Parent Company who have been in the service for at least one (1) calendar<br />

year as of June 30, 2007 (the Participants) as well as, BOD, resource persons and consultants of<br />

the proponents of the Parent Company.<br />

The shares subject of the SSPP shall be sold at par value or P=1.00 per share payable in full and in<br />

cash and subject to a lock-up period of two (2) years from date of issue. The sale is further subject<br />

to the condition that should the officer or employee resign from the Parent Company prior to the<br />

expiration of the lock-up period, the share purchased by such resigning employee or officer shall<br />

be purchased at cost by the Parent Company’s Retirement Fund for the benefit of the Parent<br />

Company’s retiring employees or officers.<br />

A Notice of Exemption under Section 10.2 of the Securities Regulations Code has been filed with<br />

the SEC on August 7, 2007, action thereon is expected shortly.<br />

<strong>Remittance</strong> License of I-Remit AG<br />

On July 25, 2007, the Financial Monetary Authority of Austria granted the remittance license of<br />

I-Remit AG.<br />

*SGVMC110092*


25. Reclassification of Accounts<br />

- 36 -<br />

Certain receivables in 2006 financial statements have been reclassified to conform to the June 30,<br />

2007 presentation of these receivables.<br />

26. Notes to Statements of Cash Flows<br />

The Parent Company’s principal noncash investing activity is the purchase of subsidiaries and<br />

associates, amounting to P=119. 53 million, wherein, P=102.35 million was applied by the to offset<br />

the advances from stockholders, and the P=17.18 million was recorded under advances to<br />

stockholders (see Notes 9 and 20).<br />

27. Approval of Financial Statements<br />

The accompanying financial statements were authorized for issue by the BOD on August 7, 2007.<br />

*SGVMC110092*


I-REMIT, INC. AND SUBSIDIARIES<br />

Financial Statements<br />

December 31, 2006 and 2005<br />

and<br />

Independent Auditors’ Report<br />

ASSURANCE AND ADVISORY<br />

BUSINESS SERVICES<br />

SGV & CO<br />

A MEMBER PRACTICE OF ERNST & YOUNG GLOBAL<br />

Quality In Everything We Do<br />

SYCIP GORRES VELAYO & CO.<br />

*SGVMC109599*


SGV & CO<br />

INDEPENDENT AUDITORS’ REPORT<br />

The Stockholders and the Board of Directors<br />

I-Remit, Inc.<br />

We have audited the accompanying consolidated financial statements of I-Remit, Inc. and Subsidiaries<br />

(the Group) and the parent company financial statements of I-Remit, Inc. (the Parent Company) which<br />

comprise the balance sheets as at December 31, 2006 and 2005, and the statements of income,<br />

statements of changes in equity and statements of cash flows for the years then ended, and a summary<br />

of significant accounting policies and other explanatory notes.<br />

Management’s Responsibility for the Financial Statements<br />

Management is responsible for the preparation and fair presentation of these financial statements in<br />

accordance with Philippine Financial Reporting Standards. This responsibility includes: designing,<br />

implementing and maintaining internal control relevant to the preparation and fair presentation of<br />

financial statements that are free from material misstatement, whether due to fraud or error; selecting<br />

and applying appropriate accounting policies; and making accounting estimates that are reasonable in<br />

the circumstances.<br />

Auditors’ Responsibility<br />

SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<br />

Our responsibility is to express an opinion on these financial statements based on our audits. We<br />

conducted our audits in accordance with Philippine Standards on Auditing. Those standards require<br />

that we comply with ethical requirements and plan and perform the audit to obtain reasonable<br />

assurance whether the financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures<br />

in the financial statements. The procedures selected depend on the auditor’s judgment, including the<br />

assessment of the risks of material misstatement of the financial statements, whether due to fraud or<br />

error. In making those risk assessments, the auditor considers internal control relevant to the entity’s<br />

preparation and fair presentation of the financial statements in order to design audit procedures that are<br />

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness<br />

of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting<br />

policies used and the reasonableness of accounting estimates made by management, as well as<br />

evaluating the overall presentation of the financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for<br />

our audit opinion.<br />

SGV & Co is a member practice of Ernst & Young <strong>Global</strong><br />

Phone: (632) 891-0307<br />

Fax: (632) 819-0872<br />

www.sgv.com.ph<br />

BOA/PRC Reg. No. 0001<br />

SEC Accreditation No. 0012-FR-1<br />

*SGVMC109599*


Opinion<br />

- 2 -<br />

In our opinion, the financial statements present fairly, in all material respects, the financial position of<br />

the Group and of the Parent Company as of December 31, 2006 and 2005, and its financial<br />

performance and its cash flows for the years then ended in accordance with Philippine Financial<br />

Reporting Standards.<br />

SYCIP GORRES VELAYO & CO.<br />

Aris C. Malantic<br />

Partner<br />

CPA Certificate No. 90190<br />

SEC Accreditation No. 0326-A<br />

Tax Identification No. 152-884-691<br />

PTR No. 0267364, January 2, 2007, Makati City<br />

March 23, 2007<br />

*SGVMC109599*


I-REMIT, INC.<br />

BALANCE SHEETS<br />

ASSETS<br />

Consolidated Parent Company<br />

December 31<br />

2006 2005 2006 2005<br />

Current Assets<br />

Cash on hand and in banks (Note 6) P=360,253,279 P=177,337,450 P=291,708,021 P=134,340,987<br />

Receivables (Note 7) 340,981,899 220,267,386 398,972,347 260,048,675<br />

Other current assets (Note 8) 12,098,598 13,415,694 11,685,742 8,914,621<br />

Total Current Assets 713,333,776 411,020,530 702,366,110 403,304,283<br />

Noncurrent Assets<br />

Investments in Subsidiaries (Note 9) – – 35,540,754 17,247,285<br />

Property and equipment - net (Note 10) 12,185,182 10,201,394 7,357,468 6,760,855<br />

Other noncurrent assets (Note 11) 19,673,535 13,309,810 13,259,164 7,013,781<br />

Total Noncurrent Assets 31,858,717 23,511,204 56,157,386 31,021,921<br />

P=745,192,493 P=434,531,734 P=758,523,496 P=434,326,204<br />

LIABILITIES AND EQUITY<br />

Current Liabilities<br />

Beneficiaries and other payables (Note 12) P=56,915,129 P=143,972,116 P=56,530,638 P=130,763,919<br />

Interest-bearing loans (Notes 13 and 19) 495,815,889 141,248,355 493,500,000 138,757,274<br />

Total Current Liabilities 552,731,018 285,220,471 550,030,638 269,521,193<br />

Noncurrent Liability<br />

Retirement liability (Note 17) 2,352,561 1,353,089 2,352,561 1,353,089<br />

Equity Attributable to Equity Holders of<br />

Parent<br />

Capital stock (Note 14) 50,000,000 50,000,000 50,000,000 50,000,000<br />

Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000<br />

Deposits on future stock subscriptions (Note 14) 53,000,000 53,000,000 53,000,000 53,000,000<br />

Retained earnings (deficit) 24,418,276 (17,290,603) 43,140,297 451,922<br />

Cumulative translation adjustment (540,481) (1,774) – –<br />

186,877,795 145,707,623 206,140,297 163,451,922<br />

Minority interest 3,231,119 2,250,551 – –<br />

Total Equity 190,108,914 147,958,174 206,140,297 163,451,922<br />

P=745,192,493 P=434,531,734 P=758,523,496 P=434,326,204<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC109599*


I-REMIT, INC.<br />

STATEMENTS OF INCOME<br />

Consolidated Parent Company<br />

Years Ended December 31<br />

2006 2005 2006 2005<br />

REVENUE<br />

Delivery fees (Note 19) P=233,069,634 P=164,066,018 P=158,532,479 P=110,438,218<br />

Foreign exchange gains - net 125,247,202 87,184,409 118,439,894 87,717,053<br />

Other fees 462,448 306,977 462,448 306,977<br />

358,779,284 251,557,404 277,434,821 198,462,248<br />

COSTS OF SERVICES (Note 19)<br />

Delivery charges 68,114,594 46,339,606 45,693,541 32,743,254<br />

Bank charges 57,095,938 37,344,574 55,489,345 34,210,150<br />

125,210,532 83,684,180 101,182,886 66,953,404<br />

GROSS INCOME 233,568,752 167,873,224 176,251,935 131,508,844<br />

Salaries, wages and employee benefits<br />

(Notes 17 and 19) 79,519,764 61,848,104 49,258,526 38,994,266<br />

Rental (Note 18) 17,868,977 15,191,681 6,344,151 5,101,327<br />

Marketing 15,284,476 6,759,265 12,539,108 5,053,271<br />

Professional fees 11,415,492 5,340,006 9,800,638 4,706,433<br />

Communication, light and water 9,122,963 6,535,352 7,381,658 5,084,366<br />

Supplies 7,839,875 4,039,131 5,030,243 2,993,375<br />

Transportation and travel 7,204,722 3,097,420 5,051,087 1,500,666<br />

Depreciation and amortization (Notes 10<br />

and 11) 6,892,014 4,937,766 4,929,781 3,364,396<br />

Entertainment, amusement and recreation 4,689,787 2,526,984 4,204,445 2,131,680<br />

Bad debts 3,489,202 57,350 3,489,202 –<br />

Other operating expenses (Note 15) 7,922,891 6,208,173 4,087,641 3,639,274<br />

Other charges - net (Note 16) 19,766,351 21,526,768 21,447,080 22,663,947<br />

TOTAL OPERATING EXPENSES 191,016,514 138,068,000 133,563,560 95,233,001<br />

INCOME BEFORE TAX 42,552,238 29,805,224 42,688,375 36,275,843<br />

PROVISION FOR INCOME TAX<br />

(Note 21) 66,098 (122,713) – –<br />

NET INCOME P=42,486,140 P=29,927,937 P=42,688,375 P=36,275,843<br />

ATTRIBUTABLE TO:<br />

Equitable holders of the Parent Company P=41,708,879 P=31,591,625 P=42,688,375 P=36,275,843<br />

Minority interest 777,261 (1,663,688) – –<br />

See accompanying Notes to Financial Statements.<br />

P=42,486,140 P=29,927,937 P=42,688,375 P=36,275,843<br />

*SGVMC109599*


I-REMIT, INC.<br />

STATEMENTS OF CHANGES IN EQUITY<br />

FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005<br />

Consolidated<br />

Equity attributable to equity holders of the parent<br />

Deposit<br />

Additional for Future<br />

Cumulative<br />

Capital Stock Paid-in Subscription Surplus Translation<br />

Minority<br />

(Note 14) Capital (Note 14) (Deficit) Adjustment Total Interest Total<br />

Balance at December 31, 2005 P=50,000,000 P=60,000,000 P=53,000,000 (P=17,290,603) (P=1,774) P=145,707,623 P=2,250,551 P=147,958,174<br />

Net income for the year – – – 41,708,879 – 41,708,879 777,261 42,486,140<br />

Translation adjustment during the year<br />

Total income and expenses recognized during<br />

– – – – (538,707) (538,707) 203,307 (335,400)<br />

the year – – – 41,708,879 (538,707) 41,170,172 980,568 42,150,740<br />

Balance at December 31, 2006 P=50,000,000 P=60,000,000 P=53,000,000 P=24,418,276 (P=540,481) P=186,877,795 P=3,231,119 P=190,108,914<br />

Balance at December 31, 2004 P=50,000,000 P=60,000,000 P=53,000,000 (P=48,882,228) P=297,405 P=114,415,177 P=3,909,304 P=118,324,481<br />

Net income for the year – – – 31,591,625 – 31,591,625 (1,663,688) 29,927,937<br />

Translation adjustment during the year – – – – (299,179) (299,179) 4,935 (294,244)<br />

Total income and expenses recognized during<br />

the year – – – 31,591,625 (299,179) 31,292,446 (1,658,753) 29,633,693<br />

Balance at December 31, 2005 P=50,000,000 P=60,000,000 P=53,000,000 (P=17,290,603) (P=1,774) P=145,707,623 P=2,250,551 P=147,958,174<br />

*SGVMC109599*


- 2 -<br />

Additional<br />

Parent Company<br />

Deposit<br />

for Future<br />

Capital Stock<br />

Paid-in Subscription<br />

Surplus<br />

(Note 14)<br />

Capital<br />

(Note 14)<br />

(Deficit) Total<br />

Balance at December 31, 2005 P=50,000,000 P=60,000,000 P=53,000,000 P=451,922 P=163,451,922<br />

Net income for the year – – – 42,688,375 42,688,375<br />

Balance at December 31, 2006 P=50,000,000 P=60,000,000 P=53,000,000 P=43,140,297 P=206,140,297<br />

Balance at December 31, 2004 P=50,000,000 P=60,000,000 P=53,000,000 (P=35,823,921) P=127,176,079<br />

Net income for the year – – – 36,275,843 36,275,843<br />

Balance at December 31, 2005 P=50,000,000 P=60,000,000 P=53,000,000 P=451,922 P=163,451,922<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC109599*


I-REMIT, INC.<br />

STATEMENTS OF CASH FLOWS<br />

Consolidated Parent Company<br />

December 31<br />

2006 2005 2006 2005<br />

CASH FLOWS FROM OPERATING<br />

ACTIVITIES<br />

Income before tax P=42,552,238 P=29,805,224 P=42,688,375 P=36,275,843<br />

Adjustments for:<br />

Interest expense (Note 16) 22,339,223 23,374,760 22,339,223 23,374,760<br />

Depreciation and amortization (Notes 10<br />

and 11) 6,892,014 4,937,766 4,929,781 3,364,396<br />

Provision for retirement expense (Note 17) 999,472 1,162,251 999,472 1,162,251<br />

Interest income (987,985) (587,869) (987,985) (461,007)<br />

Changes in operating assets and liabilities<br />

Decrease (increase) in:<br />

Receivables (120,714,513) 33,915,925 (138,923,672) (18,151,781)<br />

Other current assets 1,317,096 77,314,491 (2,771,121) 81,343,176<br />

Increase (decrease) in beneficiaries<br />

and other payables (88,478,943) 15,645,337 (93,948,706) 26,063,354<br />

Cash provided by (used in) operations (136,081,398) 185,567,885 (165,674,633) 152,970,992<br />

Interest received 987,985 587,869 987,985 461,007<br />

Interest paid (20,917,267) (23,477,495) (20,917,267) (23,477,495)<br />

Net cash provided by (used in) operating<br />

activities (156,010,680) 162,678,259 (185,603,915) 129,954,504<br />

CASH FLOWS FROM INVESTING<br />

ACTIVITIES<br />

Acquisition of property and equipment<br />

(Note 10) (8,688,361) (3,696,048) (4,987,284) (3,114,890)<br />

Proceeds from disposal of property and<br />

Equipment (Note 10) 379,384 76,620 379,384 –<br />

Acquisition of software (Note 11) (1,404,028) (2,081,105) (1,404,028) (2,081,105)<br />

Increase in other noncurrent assets (5,944,289) (3,739,166) (5,759,849) (3,784,513)<br />

Net cash used in investing activities (15,657,294) (9,439,699) (11,771,777) (8,980,508)<br />

CASH FLOWS FROM FINANCING<br />

ACTIVITIES<br />

Proceeds from (payment of) interest-bearing<br />

loans 354,567,534 (123,679,974) 354,742,726 (123,643,226)<br />

Increase (decrease) in translation adjustments 16,269 (241,886) – –<br />

Net cash provided by (used in) financing<br />

activities 354,583,803 (123,921,860) 354,742,726 (123,643,226)<br />

NET INCREASE (DECREASE) IN CASH<br />

ON HAND AND IN BANKS 182,915,829 29,316,700 157,367,034 (2,669,230)<br />

CASH ON HAND AND IN BANKS AT<br />

BEGINNING OF YEAR 177,337,450 148,020,750 134,340,987 137,010,217<br />

CASH ON HAND AND IN BANKS AT END<br />

OF YEAR P=360,253,279 P=177,337,450 P=291,708,021 P=134,340,987<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC109599*


I-REMIT, INC.<br />

NOTES TO FINANCIAL STATEMENTS<br />

1. Corporate Information<br />

I-Remit, Inc. (the Parent Company) was incorporated in the Philippines. The Parent Company<br />

was registered with the Securities and Exchange Commission on March 5, 2001 and started<br />

commercial operations on November 1, 2001. The Parent Company, which is domiciled in the<br />

Philippines, has its registered office and principal place of business at 26/F Discovery Centre,<br />

ADB Avenue, Ortigas Center, Pasig City.<br />

The Parent Company and its subsidiaries, International <strong>Remittance</strong> (Canada) Ltd. or IRC and<br />

Lucky Star Management Limited or LSML (collectively referred to as the Group) are primarily<br />

engaged in the business of fund transfer and remittance services of any form or kind of currencies<br />

or monies, either by electronic, telegraphic, wire or any other mode of transfer; as well as<br />

undertake the delivery of such funds or monies, both in the domestic and international market, by<br />

providing either courier or freight forwarding services; and conduct foreign exchange transactions<br />

as may be allowed by law and other allied activities relative thereto.<br />

2. Accounting Policies<br />

Basis of Preparation<br />

The consolidated financial statements and parent company financial statements have been<br />

prepared on a historical cost basis and are presented in Philippine Peso, the Parent Company’s<br />

functional and reporting currency.<br />

Statement of Compliance<br />

The consolidated financial statements of Group and the Parent Company’s financial statements<br />

have been prepared in accordance with Philippine Financial Reporting Standards (PFRS).<br />

Basis of Consolidation<br />

The consolidated financial statements include the financial statements of the Parent Company and<br />

the following majority-owned subsidiaries (mentioned in Note 1):<br />

Country of Effective Percentage of Ownership<br />

Subsidiary<br />

Incorporation 2006 2005<br />

International <strong>Remittance</strong> (Canada) Ltd. Canada 95.00 65.00<br />

Lucky Star Management Ltd. Hong Kong 51.00 51.00<br />

The financial statements of the subsidiaries are prepared for the same reporting year of the Parent<br />

Company using consistent accounting policies.<br />

All intra-group balances, transactions, income and expense and profit and losses resulting from<br />

intra-group transactions are eliminated in full.<br />

*SGVMC109599*


- 2 -<br />

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease<br />

to be consolidated from the date on which control is transferred out of the Group. Control is<br />

achieved where the Group has the power to govern the financial and operating policies of an entity<br />

so as to obtain benefits from its activities.<br />

The results of subsidiaries acquired or disposed of during the year are included in the consolidated<br />

statements of income from the date of acquisition or up to the date of disposal, as appropriate.<br />

Minority Interests<br />

Minority interests represent the portion of net income or loss and the net assets not held by the<br />

Group and are presented separately in the consolidated statements of income and within equity in<br />

the consolidated balance sheet, separately from equity attributable to equity holders of parent<br />

company. Acquisitions of minority interests are accounted for using the entity concept method,<br />

whereby the difference between the consideration and the book value of the share of the net assets<br />

acquired is recognized as an equity transaction.<br />

Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of the previous financial year except as<br />

follows:<br />

Amendments to PFRSs and Philippine Interpretation effective in 2006<br />

The Group has adopted the following amendments to PFRS and Philippine Interpretation during<br />

the year. The adoption of these revised standards and interpretations did not have any effect on<br />

the financial statements of the Group but gave rise to additional disclosures in the financial<br />

statements.<br />

• Philippine Accounting Standards (PAS) 19 Amendment-Employee Benefits<br />

• PAS 21 Amendment-The Effects of Changes in Foreign Exchange Rates<br />

• PAS 39 Amendments-Financial Instruments: Recognition and Measurement<br />

• Philippine Interpretation IFRIC-4, Determining whether an Arrangement contains a Lease<br />

Philippine Interpretation early adopted<br />

The Group has also early adopted Philippine Interpretation IFRIC–9, Reassessment of Embedded<br />

Derivatives.<br />

The principal effects of these changes, if any, are as follows:<br />

PAS 19, Employee Benefits<br />

Amendment for actuarial gains and losses, group plans and disclosures. As of January 1, 2006,<br />

the Group adopted the amendments to PAS 19. As a result, additional disclosures on the financial<br />

statements are made, starting in 2006, to provide information about trends in the assets and<br />

liabilities in the defined benefit plans and the assumptions underlying the components of the<br />

defined benefit cost. This change has no recognition nor measurement impact, as the Group chose<br />

not to apply the new option offered to recognize actuarial gains and losses outside of the<br />

statements of income.<br />

*SGVMC109599*


- 3 -<br />

PAS 21, The Effects of Changes in Foreign Exchange Rates<br />

Amendment for net investment in a foreign operation. As of January 1, 2006, the Group adopted<br />

the amendments to PAS 21. As a result, all exchange differences arising from a monetary item that<br />

forms part of the Group’s net investment in a foreign operation are recognized in a separate<br />

component of equity in the consolidated financial statements regardless of the currency in which<br />

the monetary item is denominated. This change has no significant impact on the financial<br />

statements.<br />

PAS 39, Financial Instruments: Recognition and Measurement<br />

Amendment for financial guarantee contracts. This amended the scope of PAS 39 to require<br />

financial guarantee contracts that are not considered to be insurance contracts to be recognized<br />

initially at fair value and to be remeasured at the higher of the amount determined in accordance<br />

with PAS 37, Provisions, Contingent Liabilities and Contingent Assets and the amount initially<br />

recognized less, when appropriate, cumulative amortization recognized in accordance with<br />

PAS 18, Revenue. This amendment did not have an effect on the financial statements.<br />

Amendment for cash flow hedge accounting of forecast intragroup transactions. This amended<br />

PAS 39 to permit the foreign currency risk of a highly probable intra-group forecast transaction to<br />

qualify as the hedged item in a cash flow hedge, provided that the transaction is denominated in a<br />

currency other than the functional currency of the entity entering into that transaction and that the<br />

foreign currency risk will affect the consolidated statements of income. As the Group currently has<br />

no such transactions, the amendment did not have an affect on the financial statements.<br />

Amendment for the fair value option. This amended PAS 39 to restrict the use of the option to<br />

designate any financial asset or any financial liability to be measured at fair value through the<br />

statement of income. As the Group has no financial asset and financial liability designated at<br />

FVPL, this amendment had no significant impact on the Group’s financial statements.<br />

Philippine Interpretation IFRIC-4, Determining Whether an Arrangement contains a Lease<br />

This Interpretation provides guidance in determining whether arrangements contain a lease to<br />

which lease accounting must be applied. This Interpretation had no impact on the financial<br />

statements.<br />

Philippine Interpretation IFRIC-9, Reassessment of Embedded Derivatives<br />

This Interpretation becomes effective for financial years beginning on or after June 1, 2006. It<br />

establishes that the date to assess the existence of an embedded derivative is the date an entity first<br />

becomes a party to the contract, with reassessment only if there is a change to the contract that<br />

significantly modifies the cash flows. The Group assessed that adoption of this interpretation had<br />

no impact on the financial statements.<br />

The following Philippine Interpretations are effective for annual periods beginning on or after<br />

January 1, 2006 but are not relevant to the Group:<br />

• Philippine Interpretation IFRIC-5, Rights to Interests Arising from Decommissioning<br />

Restoration and Environmental Rehabilitation Funds<br />

• Philippine Interpretation IFRIC-6, Liabilities arising from Participating in a Specific Market -<br />

Waste Electrical and Electronic Equipment<br />

*SGVMC109599*


Significant Accounting Policies<br />

- 4 -<br />

Foreign Currency Translation<br />

The consolidated financial statement and parent company financial statement are presented in<br />

Philippine Peso, which is the Parent Company’s functional and reporting currency. Each<br />

subsidiary in the Group determines its own functional currency and items included in the financial<br />

statements of each entity are measured using that functional currency.<br />

Transactions and balances<br />

Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the<br />

date of the transaction. Monetary assets and liabilities denominated in foreign currencies are<br />

retranslated at the functional currency rate of exchange ruling at the balance sheet date. All<br />

differences are taken to the statement of income.<br />

Non-monetary items that are measured in terms of historical cost in a foreign currency are<br />

translated using the exchange rates as at the dates of the initial transactions. Non-monetary items<br />

measured at fair value in a foreign currency are translated using the exchange rates at the date<br />

when the fair value was determined. Any goodwill arising on the acquisition of foreign operation<br />

and any fair value adjustments to the carrying amounts of assets and liabilities arising on the<br />

acquisition are treated as assets and liabilities of the foreign operation and translated at the closing<br />

rate.<br />

Group companies<br />

As at the reporting date, the assets and liabilities of subsidiaries are translated into the Parent<br />

Company’s presentation currency (the Philippine peso) at the rate of exchange ruling at the<br />

statement of condition date, and their income and expenses are translated at the weighted average<br />

exchange rates for the year. Exchange differences arising on translation are taken directly to a<br />

separate component of equity. On disposal of a foreign entity, the deferred cumulative amount<br />

recognized in equity relating to the particular foreign operation is recognized in the statement of<br />

income.<br />

Financial instruments - initial recognition and subsequent measurement<br />

Date of recognition<br />

Purchases or sales of financial assets that require delivery of assets within the time frame<br />

established by regulation or market convention are recognized on the settlement date.<br />

Initial recognition of financial instruments<br />

All financial assets, including trading and investment securities and loans and receivables, are<br />

initially recognized at fair value. Except for securities at FVPL, the initial measurement of<br />

financial assets includes transaction costs. The Group classifies its financial assets in the<br />

following categories: securities at FVPL, held-to-maturity (HTM) investments, AFS investments,<br />

and receivables. The classification depends on the purpose for which the investments were<br />

acquired and whether they are quoted in an active market. Management determines the<br />

classification of its investments at initial recognition and, where allowed and appropriate, reevaluates<br />

such designation at every reporting date.<br />

As of December 31, 2006 and 2005, the Group had no FVPL, HTM and AFS investments.<br />

*SGVMC109599*


- 5 -<br />

Determination of fair value<br />

The fair value for financial instruments traded in active markets at the statement of condition date<br />

is based on their quoted market prices or dealer price quotations (bid price for long positions and<br />

ask price for short positions), without any deduction for transaction costs. When current bid and<br />

asking prices are not available, the price of the most recent transaction provides evidence of the<br />

current fair value as long as there has not been a significant change in economic circumstances<br />

since the time of the transaction.<br />

For all other financial instruments not listed in an active market, the fair value is determined by<br />

using appropriate valuation techniques. Valuation techniques include net present value<br />

techniques, comparison to similar instruments for which market observable prices exist, option<br />

pricing models, and other relevant valuation models.<br />

Receivables<br />

Receivables are non-derivative financial assets with fixed or determinable payments that are not<br />

quoted in an active market. After initial measurement loans and receivables are subsequently<br />

carried at amortized cost using the effective interest rate (EIR) method less any allowance for<br />

impairment. Amortized cost is calculated taking into account any discount or premium on<br />

acquisition and includes fees that are an integral part of the EIR and transaction costs. Gains and<br />

losses are recognized in the statement of income when loans and receivables are derecognized or<br />

impaired, as well as through the amortization process.<br />

Derecognition of Financial Instruments<br />

Financial Asset<br />

A financial asset (or, where applicable a part of a financial asset or part of a group of similar<br />

financial assets) is derecognized when:<br />

• The rights to receive cash flows from the asset have expired;<br />

• The Group retains the right to receive cash flows from the asset, but has assumed an<br />

obligation to pay them in full without material delay to a third part under a ‘pass through’<br />

arrangement; or<br />

• The Group has transferred its rights to receive cash flows from the asset and either (a) has<br />

transferred substantially all the risks and rewards of the asset, or (b) has neither transferred<br />

nor retained substantially all the risks and rewards of the asset, but has transferred control<br />

of the asset.<br />

Where the Group has transferred its right to receive cash flows from an asset and has neither<br />

transferred nor retained substantially all the risks and rewards of the asset nor transferred control<br />

of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the<br />

asset. Continuing involvement that takes the form of a guarantee over the transferred asset is<br />

measured at the lower of the original carrying amount of the asset and the maximum amount of<br />

consideration that the Group could be required to repay.<br />

*SGVMC109599*


- 6 -<br />

Financial Liability<br />

A financial liability is derecognized when the obligation under the liability is discharged,<br />

cancelled or expires. Where an existing financial liability is replaced by another from the same<br />

lender on substantially different terms, or the terms of an existing liability are substantially<br />

modified, such an exchange or modification is treated as a derecognition of the original liability<br />

and the recognition of a new liability, and the difference in the respective carrying amounts is<br />

recognized in the statement of income.<br />

Offsetting Financial Instruments<br />

Financial assets and financial liabilities are offset and the net amount reported in the balance<br />

sheets if, and only if, there is a currently enforceable legal right to offset the recognized amounts<br />

and there is an intention to settle on a net basis, or to realize the asset and settle the liability<br />

simultaneously. This is not generally the case with master netting agreements, and the related<br />

assets and liabilities are presented gross in the balance sheets.<br />

Impairment of Financial Assets<br />

The Group assesses at each balance sheet date whether a financial asset or group of financial<br />

assets is impaired.<br />

Assets carried at amortized cost<br />

If there is objective evidence that an impairment loss on loans and receivables carried at amortized<br />

cost has been incurred, the amount of the loss is measured as the difference between the asset’s<br />

carrying amount and the present value of estimated future cash flows (excluding future credit<br />

losses that have not been incurred) discounted at the financial asset’s original EIR (i.e. the EIR<br />

computed at initial recognition). The carrying amount of the asset is reduced through use of an<br />

allowance account. The amount of the loss shall be recognized in the statement of income.<br />

The Group first assesses whether objective evidence of impairment exists individually for<br />

financial assets that are individually significant, and individually or collectively for financial<br />

assets that are not individually significant. If it is determined that no objective evidence of<br />

impairment exists for an individually assessed financial asset, whether significant or not, the asset<br />

is included in a group of financial assets with similar credit risk characteristics and that group of<br />

financial assets is collectively assessed for impairment. Assets that are individually assessed for<br />

impairment and for which an impairment loss is or continues to be recognized are not included in<br />

a collective assessment of impairment.<br />

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be<br />

related objectively to an event occurring after the impairment was recognized, the previously<br />

recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is<br />

recognized in the statement of income, to the extent that the carrying value of the asset does not<br />

exceed its amortized cost at the reversal date.<br />

In relation to trade receivables, a provision for impairment is made when there is objective<br />

evidence (such as the probability of insolvency or significant financial difficulties of the debtor)<br />

that the Group will not be able to collect all of the amounts due under the original terms of the<br />

invoice. The carrying amount of the receivable is reduced through use of an allowance account.<br />

Impaired debts are derecognized when they are assessed as uncollectible.<br />

*SGVMC109599*


- 7 -<br />

Beneficiaries and Other Payables and Interest-Bearing Loans<br />

Issued financial instruments or their components, which are not designated at FVPL, if any, are<br />

classified as liabilities under ‘Beneficiaries and other payables’ and ‘Interest-bearing loans’ or<br />

other appropriate financial liability accounts, where the substance of the contractual arrangement<br />

results in the Group having an obligation either to deliver cash or another financial asset to the<br />

holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another<br />

financial asset for a fixed number of own equity shares. The components of issued financial<br />

instruments that contain both liability and equity elements are accounted for separately, with the<br />

equity component being assigned the residual amount after deducting from the instrument as a<br />

whole the amount separately determined as the fair value of the liability component on the date of<br />

issue.<br />

After initial recognition, beneficiaries and other payables and interest-bearing loans not qualified<br />

as and not designated as FVPL, are subsequently measured at amortized cost using the effective<br />

interest rate method. Amortized cost is calculated by taking into account any discount or premium<br />

on the issue and fees that are an integral part of the effective interest rate.<br />

Cash and Cash Equivalents<br />

For purposes of reporting cash flows, cash and cash equivalents include cash on hand and in banks<br />

which are convertible to known amount of cash with original maturities of three months or less<br />

from dates of placements and that are subject to insignificant risk of changes in value.<br />

Investments in Subsidiaries<br />

Investments in subsidiaries in the Parent Company’s financial statements are accounted for<br />

similarly as investments in associates under the cost method. A subsidiary is an enterprise that is<br />

controlled by the Parent Company and whose accounts are included in the Group financial<br />

statements.<br />

Property and Equipment<br />

Property and equipment is stated at cost less accumulated depreciation and amortization and any<br />

impairment in value.<br />

The initial cost of property and equipment comprises its purchase price and any directly<br />

attributable costs of bringing the property and equipment to its working condition and location for<br />

its intended use.<br />

Expenditures incurred after the property and equipment have been put into operation, such as<br />

repairs and maintenance are normally charged to operations in the period in which the costs are<br />

incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in<br />

an increase in the future economic benefits expected to be obtained from the use of an item of<br />

property and equipment beyond its originally assessed standard of performance, the expenditures<br />

are capitalized as an additional cost of property and equipment.<br />

*SGVMC109599*


- 8 -<br />

Depreciation is calculated on a straight-line basis over the estimated useful life of the property and<br />

equipment as follows:<br />

Office and communication equipment 3 years<br />

Transportation and delivery equipment 3 to 5 years<br />

Furniture and fixtures 3 to 5 years<br />

Leasehold improvements are amortized over the estimated useful life of the improvements of<br />

5 years or the term of the lease, whichever is shorter.<br />

The useful life and depreciation and amortization method are reviewed periodically to ensure that<br />

the period and method of depreciation and amortization are consistent with the expected pattern of<br />

economic benefits from items of property and equipment.<br />

Intangible Assets<br />

Intangible assets acquired separately are measured on initial recognition at cost. The cost of<br />

intangible assets acquired in a business combination is fair value as at the date of acquisition.<br />

Following initial recognition, intangible assets are carried at cost less any accumulated<br />

amortization and any accumulated impairment losses. Internally generated intangible assets,<br />

excluding capitalized development costs, are not capitalized and expenditure is reflected in the<br />

statement of income in the year in which the expenditure is incurred.<br />

The useful lives of intangible assets are assessed to be either finite or indefinite.<br />

Intangibles assets with finite lives are amortized over the useful economic life and assessed for<br />

impairment whenever there is an indication that the intangible assets may be impaired. The<br />

amortization period and the amortization method for an intangible asset with a finite useful life is<br />

reviewed at least at each financial year-end. Changes in the expected useful life or the expected<br />

pattern of consumption of future economic benefits embodied in the asset is accounted for by<br />

changing the amortization period or method, as appropriate, and treated as changes in accounting<br />

estimates. The amortization expense on intangible assets with finite lives is recognized in the<br />

statement of income in the expense category consistent with the function of the intangible asset.<br />

Intangible assets with indefinite useful lives are tested for impairment annually either individually<br />

or at the cash generating unit level. Such intangibles are not amortized. The useful life of an<br />

intangible asset with an indefinite life is reviewed annually to determine whether indefinite life<br />

assessment continues to be supportable. If not, the change in the useful life assessment from<br />

indefinite to finite is made on a prospective basis.<br />

Gains or losses arising from the derecognition of an intangible asset are measured as the difference<br />

between the net disposal proceeds and the carrying amount of the asset and are recognized in the<br />

statement of income when the asset is derecognized.<br />

Software Costs<br />

Software costs included under the other noncurrent assets account in the Group’s balance sheets<br />

are carried at cost less accumulated amortization and any impairment in value. Software costs are<br />

amortized on a straight-line basis over the estimated useful life of the assets of 3 years.<br />

*SGVMC109599*


- 9 -<br />

Goodwill<br />

Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is<br />

recognized as goodwill. Goodwill represents the excess of the acquisition cost of the 65%<br />

ownership in International <strong>Remittance</strong> (Canada) Ltd. by the Parent Company in 2004, over the fair<br />

value of its identifiable net assets at the date of acquisition. Following initial recognition,<br />

goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for<br />

impairment annually (see accounting policy on Impairment of Non-Financial Assets).<br />

Impairment of non-financial assets<br />

The Group assesses at each reporting date whether there is an indication that an asset may be<br />

impaired. If any such indication exists, or when annual impairment testing for an asset is required,<br />

the Group makes an estimate of the asset’s recoverable amount. An assets recoverable amount is<br />

the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use<br />

and is determined for an individual asset, unless the asset does not generate cash flows that are<br />

largely independent of those from other assets or groups of assets. Where the carrying amount of<br />

an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its<br />

recoverable amount. In assessing value in use, the estimated future cash flows are discounted to<br />

their present value using a pre-tax discount rate that reflects current market assessments of the<br />

time value of money and the risks specific to the asset. In determining fair value less costs to sell,<br />

an appropriate valuation model is used. These calculations are corroborated by valuation<br />

multiples, quoted share prices for publicly traded subsidiaries or other available fair value<br />

indicators.<br />

Impairment losses of continuing operations are recognized in the statement of income in those<br />

expense categories consistent with the function of the impaired asset, except for property<br />

previously revalued where the revaluation was taken to equity. In this case the impairment is also<br />

recognized in equity up to the amount of any previous revaluation.<br />

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is<br />

any indication that previously recognized impairment losses may no longer exist or may have<br />

decreased. If such indication exists, the Group makes an estimate of recoverable amount. A<br />

previously recognized impairment loss is reversed only if there has been a change in the estimates<br />

used to determine the asset’s recoverable amount since the last impairment loss was recognized. If<br />

that is the case the carrying amount of the asset is increased to its recoverable amount. That<br />

increased amount cannot exceed the carrying amount that would have been determined, net of<br />

depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is<br />

recognized in the statement of income unless the asset is carried at revalued amount, in which case<br />

the reversal is treated as a revaluation increase. Impairment losses recognized in relation to<br />

goodwill are not reversed for subsequent increases in its recoverable amount.<br />

*SGVMC109599*


- 10 -<br />

The following criteria are also applied in assessing impairment of specific assets:<br />

Goodwill<br />

Goodwill is reviewed for impairment, annually or more frequently if events or changes in<br />

circumstances indicate that the carrying value may be impaired.<br />

Impairment is determined for goodwill by assessing the recoverable amount of the cash-generating<br />

unit (or group of cash-generating units), to which the goodwill relates. The impairment on<br />

goodwill is determined by comparing (a) the carrying value of goodwill plus the net tangible<br />

assets of the associate and (b) the recoverable amount which is the present value of the annual<br />

projected cash flows for five years and the present value of the terminal value of the movement of<br />

balance sheet accounts of the associate computed under the discounted cash flow method. Where<br />

the recoverable amount of the cash-generating unit (or group of cash-generating units) is less than<br />

the carrying amount of the cash-generating unit (or group of cash-generating units) to which the<br />

goodwill has been allocated, an impairment loss is recognized. Impairment losses relating to<br />

Goodwill cannot be reversed in future periods. The Group performs its annual impairment test of<br />

goodwill as at December 31.<br />

Provisions<br />

Provisions are recognized when the Group has a present obligation (legal or constructive) as a<br />

result of a past event, it is probable that an outflow of resources embodying economic benefits will<br />

be required to settle the obligation and a reliable estimate can be made of the amount of the<br />

obligation. Where the Group expects a provision to be reimbursed, the reimbursement is<br />

recognized as a separate asset but only when the reimbursement is virtually certain. The expense<br />

relating to any provision is presented in the statement of income net of any reimbursement. If the<br />

effect of the time value of money is material, provisions are discounted using a current pre tax rate<br />

that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the<br />

increase in the provision due to the passage of time is recognized as a finance cost.<br />

Contingent Liabilities and Contingent Assets<br />

Contingent liabilities are not recognized in the financial statements. They are disclosed unless the<br />

possibility of an outflow of resources embodying economic benefits is remote. A contingent asset<br />

is not recognized in the financial statements but disclosed when an inflow of economic benefits is<br />

probable.<br />

Retirement Costs<br />

The Company has an unfunded and defined benefit retirement plan covering its permanent<br />

employees.<br />

The retirement cost of the Company is determined using the projected unit credit method. Under<br />

this method, the current service cost is the present value of retirement benefits payable in the<br />

future with respect to services rendered in the current period. Under PAS 19, the liability<br />

recognized in the balance sheet in respect of defined benefit pension plans (Note 16) is the present<br />

value of the defined benefit obligation at the balance sheet date less the fair value of plan assets,<br />

together with adjustments for unrecognized actuarial gains or losses and past service costs.<br />

*SGVMC109599*


- 11 -<br />

The defined benefit obligation is calculated annually by an independent actuary using the<br />

projected unit credit method. The present value of the defined benefit obligation is determined by<br />

discounting the estimated future cash outflows using interest rate on government bonds that have<br />

terms to maturity approximating the terms of the related retirement liability. Actuarial gains and<br />

losses arising from experience adjustments and changes in actuarial assumptions are credited to or<br />

charged against income when the net cumulative unrecognized actuarial gains and losses at the<br />

end of the previous period exceeded 10% of the higher of the defined benefit obligation and the<br />

fair value of plan assets at that date. These gains or losses are recognized over the expected<br />

average remaining working lives of the employees participating in the plan.<br />

Past-service costs, if any, are recognized immediately in income, unless the changes to the pension<br />

plan are conditional on the employees remaining in service for a specified period of time (the<br />

vesting period). In this case, the past-service costs are amortized on a straight-line basis over the<br />

vesting period.<br />

The defined benefit asset or liability comprises the present value of the defined benefit obligation<br />

less past service costs not yet recognized and less the fair value of plan assets out of which the<br />

obligations are to be settled directly. The value of any asset is restricted to the sum of any past<br />

service cost not yet recognized and the present value of any economic benefits available in the<br />

form of any economic benefits available in the form of refunds from the plan or reductions in the<br />

future contributions to the plan.<br />

The Company intends to set up a retirement plan qualified by the Bureau of Internal Revenue in<br />

2004 at which time the Company shall have been in operations for six years. Under Republic Act<br />

(RA) No. 7541, its applicability is effective on the 5th year of an employee’s tenure, provided that<br />

the employee is 60 years old but not more than 65 years old.<br />

Leases<br />

The determination of whether an arrangement is, or contains a lease is based on the substance of<br />

the arrangement at the inception date of whether the fulfillment of the arrangement is dependent<br />

on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A<br />

reassessment is made after inception of the lease only if one of the following applies:<br />

a. There is a change in contractual terms, other than a renewal or extension of the<br />

arrangement;<br />

b. A renewal option is exercised or extension granted, unless the term of the renewal or<br />

extension was initially included in the lease term;<br />

c. There is a change in the determination of whether fulfillment is dependent on a specified<br />

asset; or<br />

d. There is a substantial change to the asset.<br />

Whether a reassessment is made, lease accounting shall commence or cease from the date when<br />

the change in circumstances gave rise to the reassessment for scenarios a, b, or d and at the date of<br />

renewal or extension for scenario b.<br />

*SGVMC109599*


- 12 -<br />

For arrangements entered into prior to January 1, 2006, the date of inception is deemed to be<br />

January 1, 2006 in accordance with the transitional requirements of Philippine Interpretations<br />

IFRIC 4.<br />

Group as a lessee<br />

Leases where the lesser retains substantially all the risks and benefits of ownership of the asset are<br />

classified as operating lease. Operating lease payments are recognized as expense in the<br />

statements of income on a straight-line basis over the lease term.<br />

Revenue Recognition<br />

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the<br />

Group and the revenue can be reliably measured. Revenue is measured at fair value of the<br />

consideration received, excluding discounts, rebates, and other indirect taxes or duty. The<br />

following specific recognition criteria must also be met before revenue is recognized:<br />

Rendering of services<br />

Revenue from delivery fees is recognized when the service is rendered.<br />

Interest income<br />

Revenue is recognized as interest accrues (using the effective interest method that is the rate that<br />

exactly discounts estimated future cash receipts through the expected life of the financial<br />

instrument to the net carrying amount of the financial asset).<br />

Taxes<br />

Current income tax<br />

Current income tax assets and liabilities for the current and prior periods are measured at the<br />

amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax<br />

laws used to compute the amount are those that are enacted or substantively enacted by the<br />

balance sheet date.<br />

Current income tax relating to items recognized directly in equity is recognized in equity and not<br />

in the statement of income.<br />

Deferred income tax<br />

Deferred income tax is provided using the liability method on temporary differences at the balance<br />

sheet date between the tax bases of assets and liabilities and their carrying amounts for financial<br />

reporting purposes.<br />

Deferred income tax liabilities are recognized for all taxable temporary differences, except:<br />

• Where the deferred income tax liability arises from the initial recognition of goodwill or<br />

of an asset or liability in a transaction that is not a business combination and, at the time of<br />

the transaction, affects neither the accounting profit nor taxable profit or loss; and<br />

• In respect of taxable temporary differences associated with investments in subsidiaries<br />

where the timing of the reversal of the temporary differences can be controlled and it is<br />

probable that the temporary differences will not reverse in the foreseeable future.<br />

*SGVMC109599*


- 13 -<br />

Deferred income tax assets are recognized for all deductible temporary differences, carry forward<br />

of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will<br />

be available against which the deductible temporary differences, and the carry forward of unused<br />

tax credits and unused tax losses can be utilized except:<br />

• Where the deferred income tax asset relating to the deductible temporary difference arises<br />

from the initial recognition of an asset or liability in a transactions that is not a business<br />

combination and, at the time of the transaction, affects neither the accounting profit nor<br />

taxable profit or loss; and<br />

• In respect of deductible temporary differences associated with investments in subsidiaries<br />

and associates, deferred income tax assets are recognized only to the extent that is<br />

probable that the temporary differences will reverse in the foreseeable future and taxable<br />

profit will be available against which the temporary differences can be utilized.<br />

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and<br />

reduced to the extent that it is no longer probable that sufficient taxable profit will be available to<br />

allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income<br />

tax assets are reassessed at each balance sheet date and are recognized to the extent that it has<br />

become probable that future taxable profit will allow the deferred tax asset to be recovered.<br />

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply<br />

to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws)<br />

that have been enacted or substantively enacted at the balance sheet date.<br />

Deferred income tax relating to items recognized directly in equity is recognized in equity and not<br />

in the statement of income.<br />

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable<br />

right exists to set off current tax assets against current income tax liabilities and the deferred<br />

income taxes related to the same taxable entity and the same taxation authority.<br />

Borrowing Costs<br />

Borrowing costs are recognized as an expense when incurred.<br />

Subsequent Events<br />

Any post year-end events that provide additional information about the Group’s position at<br />

balance sheet date (adjusting events) are reflected in the financial statements. Post year-end<br />

events that are non-adjusting events when material are disclosed in the financial statements.<br />

*SGVMC109599*


Future Changes in Accounting Policies<br />

- 14 -<br />

The Company has not yet applied the following PFRS and Philippine Interpretations which are not<br />

yet effective for the year ended December 31, 2006:<br />

PFRS 7, Financial Instruments: Disclosures, and the complementary amendment to PAS 1,<br />

Presentation of Financial Statements: Capital Disclosures (effective for annual periods beginning<br />

on or after January 1, 2007)<br />

PFRS 7 introduces new disclosures to improve the information about financial instruments. It<br />

requires the disclosure of qualitative and quantitative information about exposure to risks arising<br />

from financial instruments, including specified minimum disclosures about credit risk, liquidity<br />

risk and market risk, as well as sensitivity analysis to market risk. It replaces PAS 30, Disclosures<br />

in the Financial Statements of Banks and Similar Financial Institutions, and the disclosure<br />

requirements in PAS 32, Financial Instruments: Disclosure and Presentation. It is applicable to<br />

all entities that report under PFRS. The amendment to PAS 1 introduces disclosures about the<br />

level of an entity’s capital and how it manages capital. The Company is currently assessing the<br />

impact of PFRS 7 and the amendment to PAS 1 and expects that the main additional disclosures<br />

will be the sensitivity analysis to market risk and the capital disclosures required by PFRS 7 and<br />

the amendment to PAS 1. The Company will apply PFRS 7 and the amendment to PAS 1 in 2007.<br />

PFRS 8, Operating Segments (effective for annual periods beginning on or after January 1, 2009)<br />

This PFRS adopts a management approach to reporting segment information. PFRS 8, will replace<br />

PAS 14, Segment Reporting, and is required to be adopted only by entities whose debt or equity<br />

instruments are publicly traded, or are in the process of filing with the SEC for purposes of issuing<br />

any class of instruments in a public market. The Company is not required and will not adopt<br />

PFRS 8.<br />

Philippine Interpretation IFRIC–7, Applying the Restatement Approach under PAS 29, Financial<br />

Reporting in Hyperinflationary Economies (effective for annual periods beginning on or after<br />

March 1, 2006)<br />

This Interpretation provides guidance on how to apply PAS 29 when an economy first becomes<br />

hyperinflationary, in particular the accounting for deferred income tax. The Interpretation has no<br />

impact on the financial statements of the Company.<br />

Philippine Interpretation IFRIC–8, Scope PFRS 2 (effective for annual periods beginning on or<br />

after May 1, 2006)<br />

This Interpretation requires PFRS 2 to be applied to any arrangements where equity instruments<br />

are issued for consideration which appears to be less than fair value. As equity instruments are<br />

only issued to employees in accordance with the employee share scheme, the Interpretation has no<br />

impact on the financial position of the Company.<br />

Philippine Interpretation IFRIC–10, Interim Financial Reporting and Impairment (effective for<br />

annual periods beginning on or after November 1, 2006)<br />

This Interpretation prohibits the reversal of impairment losses on goodwill and AFS equity<br />

investments recognized in the interim financial reports even if impairment is no longer present at<br />

the annual balance sheet date. This Interpretation has no impact to the financial statements of the<br />

Company.<br />

*SGVMC109599*


- 15 -<br />

Philippine Interpretation IFRIC–11, PFRS 2 Company and Treasury Share Transactions (effective<br />

for annual periods beginning on or after March 1, 2007)<br />

This Interpretation requires arrangements whereby an employee is granted rights to an entity’s<br />

equity instruments to be accounted for as an equity-settled scheme by the entity even if (a) the<br />

entity chooses or is required to buy those equity instruments (e.g., treasury shares) from another<br />

party, or (b) the shareholder(s) of the entity provide the equity instruments needed. It also provides<br />

guidance on how subsidiaries, in their separate financial statements, account for such schemes<br />

when their employees receive rights to the equity instruments of the parent. The Company<br />

currently does not have any stock option plan and therefore, does not expect this interpretation to<br />

have significant impact to its financial statements.<br />

Philippine Interpretation IFRIC-12, Service Concession Arrangements, (effective for annual<br />

periods beginning on or after January 1, 2008).<br />

This Interpretation covers contractual arrangements arising from private entities providing public<br />

services and is not relevant to the Company’s current operations.<br />

3. Significant Accounting Judgments and Estimates<br />

The preparation of the financial statements in accordance with PFRS requires the Group to make<br />

judgments and estimates that affect the reported amounts of assets, liabilities, income and<br />

expenses and disclosure of contingent assets and contingent liabilities. Future events may occur<br />

which will cause the judgments and assumptions used in arriving at the estimates to change. The<br />

effects of any change in judgments and estimates are reflected in the financial statements as they<br />

become reasonably determinable.<br />

Judgments and estimates are continually evaluated and are based on historical experience and<br />

other factors, including expectations of future events that are believed to be reasonable under the<br />

circumstances.<br />

Judgments<br />

a. Operating Leases<br />

The Group has entered into a commercial property leases as a lessee for its office premises.<br />

The Group has determined that the lessor retained all the significant risks and rewards of<br />

ownership of these properties.<br />

b. Fair value measurement of financial assets and financial liabilities<br />

The fair values of financial instruments that are not quoted in active markets are determined<br />

using valuation techniques. The fair values of financial assets and financial liabilities of the<br />

Company approximate their market values since these are short-term in nature.<br />

*SGVMC109599*


- 16 -<br />

Estimates<br />

a. Impairment losses of receivables<br />

The Group reviews its problem receivables at each reporting date to assess whether an<br />

allowance for impairment should be recorded in the statements of income. In particular,<br />

judgment by management is required in the estimation of the amount and timing of future cash<br />

flows when determining the level of allowance required. Such estimates are based on<br />

assumptions about a number of factors and actual results may differ, resulting in future<br />

changes to the allowance.<br />

In addition to specific allowance against individually significant receivables, the Group also<br />

makes a collective impairment allowance against exposures which, although not specifically<br />

identified as requiring a specific allowance, have a greater risk of default than when originally<br />

granted. This collective allowance is based on any deterioration in the internal rating of the<br />

loan or investment since it was granted or acquired. These internal ratings take into<br />

consideration factors such as any deterioration in country risk, industry, and technological<br />

obsolescence, as well as identified structural weaknesses or deterioration in cash flows.<br />

As of December 31, 2006 and 2005, no allowance for impairment losses on receivables are<br />

recorded since the Company assessed that there were no objective evidence of impairment on<br />

the receivables. Receivables are carried at P=341.0 million and P=220.3 million as of December<br />

31, 2006 and 2005, for the Group, respectively, and P=399.0 million and P=260.1 million as of<br />

December 31, 2006 and 2005, for the Parent Company, respectively.<br />

b. Recoverability of deferred income taxes<br />

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that<br />

taxable profit will be available against which the losses can be utilized. Significant<br />

management judgment is required to determine the amount of deferred tax assets that can be<br />

recognized, based upon the likely timing and level of future taxable profits together with<br />

future tax planning strategies.<br />

The Company believes that it is not highly probable that certain temporary differences will be<br />

realized in the future since the Parent Company is currently under income tax holiday.<br />

c. Present value of retirement obligation<br />

The cost of defined benefit pension plan and other post employment benefits is determined<br />

using actuarial valuations. The actuarial valuation involves making assumptions about<br />

discount rates, expected rates of return on assets, future salary increases, mortality rates and<br />

future pension increases. Due to the long term nature of these plans, such estimates are<br />

subject to significant uncertainty.<br />

The assumed discount rates were determined using the market yields on Philippine<br />

government bonds with terms consistent with the expected employee benefit payout as of<br />

balance sheet date. Refer to Note 17 for details of assumption used in the calculation.<br />

As of December 31, 2006 and 2005, the present value of the retirement obligation of the<br />

Group amounted to P=10.7 million and P=3.0 million, respectively, which also pertains to the<br />

Parent Company.<br />

*SGVMC109599*


d. Impairment of non-financial assets<br />

- 17 -<br />

Property and equipment<br />

The Group assesses impairment on assets whenever events or changes in circumstances<br />

indicate that the carrying amount of an asset may not be recoverable. The factors that the<br />

Group considers important which could trigger an impairment review include the following:<br />

• significant underperformance relative to expected historical or projected future<br />

operating results;<br />

• significant changes in the manner of use of the acquired assets or the strategy for<br />

overall business; and<br />

• significant negative industry or economic trends.<br />

The Group recognizes an impairment loss whenever the carrying amount of an asset exceeds<br />

its recoverable amount. The recoverable amount is computed using the value in use approach.<br />

Recoverable amounts are estimated for individual assets or, if it is not possible, for the cashgenerating<br />

unit to which the asset belongs.<br />

As of December 31, 2006 and 2005, the carrying value of the property and equipment<br />

amounted to P=12.2 million and P=10.2 million, respectively, for the Group. As of<br />

December 31, 2006 and 2005, the carrying value of the property and equipment amounted to<br />

P=7.4 million and P=6.8 million, respectively, for the Parent Company.<br />

Goodwill<br />

The Group assesses impairment of assets whenever events or changes in circumstances<br />

indicate that the carrying amount of an asset may not be recoverable. An impairment loss is<br />

recognized whenever the carrying amount of an asset exceeds its recoverable amount. The<br />

recoverable amount is the value in use. The net selling price is the amount obtainable from<br />

the sale of an asset in an arm’s length transaction while value in use is the present value of<br />

estimated future cash flows expected to arise from the continuing use of an asset and from its<br />

disposal at the end of its useful life. Recoverable amounts are estimated for individual assets<br />

or, if it is not possible, for the cash-generating unit to which the asset belongs.<br />

Goodwill is written down for impairment where the net present value of the forecasted future<br />

cash flows of the subsidiaries is insufficient to support its carrying value.<br />

As of December 31, 2006 and 2005, goodwill amounted to P=5.0 million. No impairment<br />

losses on goodwill were identified by the Group.<br />

4. Fair Value Measurement<br />

The carrying amounts of financial instruments such as cash on hand and in banks, receivables,<br />

other current assets, and benefits and other payables approximate their fair values due to their<br />

short-term nature.<br />

*SGVMC109599*


5. Risk Management Policies<br />

- 18 -<br />

Financial Risk Management Objectives and Policies<br />

The Group’s financial instruments mainly comprise of short-term loans from banks and advances<br />

from stockholders. The main purpose of these financial instruments is to raise funds for the<br />

Group’s fulfillment or delivery of remittance transactions to beneficiaries. The Group has also<br />

various other financial assets and liabilities such as Accounts Receivable from Agents and<br />

Accounts Payable to Beneficiaries, which arise directly from its remittance operations.<br />

The main risks arising from the Group’s financial instruments are credit risk, interest rate risk<br />

foreign currency risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and agrees<br />

policies for managing each of these risks and they are summarized below.<br />

Credit Risk<br />

Accounts receivable from foreign offices and agents arises as a result of its remittance operations<br />

in various regions of the globe. It is the Group’s credit policy that all foreign offices and agents<br />

must settle its accounts following the next banking day settlement policy, otherwise, the<br />

fulfillment or delivery of their remittance transactions will be put on hold. For new Agents of the<br />

Group, it is a requirement to provide advance funding to the Group, which is equivalent to their<br />

average daily remittance transactions, to fulfill or deliver their remittance transactions.<br />

In addition, receivable balances are monitored daily by the regional managers with the result that<br />

the Group’s exposure to bad debts is not significant.<br />

Interest Rate Risk<br />

The Group follows a prudent policy on managing its resources and liabilities so as to ensure that<br />

exposure to fluctuations in interest rates is kept within acceptable limits.<br />

Foreign Currency Risk<br />

It is the Group’s policy that all daily foreign currencies, which arises as a result of its remittance<br />

transactions, must be traded daily with bank partners only at prevailing foreign exchange rates in<br />

the market. The daily closing foreign exchange rates shall be the guiding rate in providing<br />

wholesale rates and retail rates to foreign offices and agents, respectively. The trading proceeds<br />

will be used to pay out bank loans and other obligation of the Group.<br />

Cash Flow Interest Rate Risk<br />

The Group’s exposure to cash flow interest rate risk is minimal. The Group’s policy is to manage<br />

its interest cost using a fixed short-term rate of debts.<br />

Liquidity Risk<br />

The Group’s objective is to maintain a balance between continuity of funding and flexibility<br />

through the use of short-term bank loans and advances from stockholders. The Group’s policy is<br />

to maintain a debt to equity ratio of 3:1 in order to comply with one of the requirements of the<br />

Board of Investments (BOI).<br />

*SGVMC109599*


6. Cash on Hand and in Banks<br />

This account consists of:<br />

- 19 -<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Cash on hand P=30,473,479 P=16,750,806 P=30,473,479 P=16,750,806<br />

Cash in banks 329,779,800 160,586,644 261,234,542 117,590,181<br />

P=360,253,279 P=177,337,450 P=291,708,021 P=134,340,987<br />

Cash in banks earn interest at the respective bank deposit rates.<br />

7. Receivables<br />

This account consists of receivables from:<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Agents (Note 19) P=202,591,098 P=175,506,024 P=255,523,402 P=213,143,842<br />

Related parties (Note 19) 109,123,978 25,246,513 114,262,449 29,562,034<br />

Couriers 22,561,596 13,688,217 22,561,596 13,688,217<br />

Others 6,705,227 5,826,632 6,624,900 3,654,582<br />

P=340,981,899 P=220,267,386 P=398,972,347 P=260,048,675<br />

The carrying value of receivables from agents, related parties, couriers and others are due on<br />

demand or within one year. Their fair values approximate their respective carrying values due to<br />

short-term maturity (less than three months).<br />

8. Other Current Assets<br />

This account consists of:<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Input VAT P=7,984,236 P=7,329,562 P=7,984,236 P=7,329,562<br />

Prepaid expenses 2,644,695 5,687,337 2,231,839 1,186,263<br />

Others 1,469,667 398,795 1,469,667 398,796<br />

P=12,098,598 P=13,415,694 P=11,685,742 P=8,914,621<br />

Others consist mostly of office supplies and card inventories.<br />

*SGVMC109599*


9. Investments in Subsidiaries<br />

- 20 -<br />

The Parent Company’s investments in subsidiaries consist of:<br />

2006 2005<br />

Acquisition costs:<br />

International <strong>Remittance</strong> (Canada) Ltd. P=10,344,000 P=10,344,000<br />

Lucky Star Management Ltd. 25,196,754 6,903,285<br />

Balance at end of year P=35,540,754 P=17,247,285<br />

Equity interests in the above subsidiaries are as follows:<br />

2006 2005<br />

International <strong>Remittance</strong> (Canada) Ltd. 95.00% 65.00%<br />

Lucky Star Management Ltd. 51.00% 51.00%<br />

In 2006, the 30% ownership interest of a minority stockholder in IRC was transferred to the Parent<br />

Company at no additional cost.<br />

10. Property and Equipment<br />

This account consists of:<br />

Office and<br />

Communication<br />

Equipment<br />

Transportation<br />

and Delivery<br />

Equipment<br />

Consolidated<br />

2006<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements<br />

Cost<br />

January 1 P=11,349,247 P=3,107,788 P=2,926,453 P=10,761,167 P=28,144,655 P=24,728,790<br />

Additions 3,845,320 – 1,045,888 3,797,153 8,688,361 3,696,048<br />

Disposals – (700,000) – – (700,000) (95,680)<br />

Exchange differential (269,581) – (124,523) (434,064) (828,168) (184,503)<br />

December 31 14,924,986 2,407,788 3,847,818 14,124,256 35,304,848 28,144,655<br />

Accumulated Depreciation<br />

and Amortization<br />

January 1 8,960,996 1,508,584 1,676,074 5,797,607 17,943,261 13,594,525<br />

Depreciation and amortization 1,900,565 776,322 638,162 2,658,471 5,973,520 4,519,881<br />

Disposals – (320,616) – – (320,616) (19,060)<br />

Exchange differential (198,111) – (64,809) (213,579) (476,499) (152,085)<br />

December 31 10,663,450 1,964,290 2,249,427 8,242,499 23,119,666 17,943,261<br />

Net Book Value P=4,261,536 P=443,498 P=1,598,391 P=5,881,757 P=12,185,182 P=10,201,394<br />

Total<br />

2005<br />

*SGVMC109599*


Office and<br />

Communication<br />

Equipment<br />

- 21 -<br />

Transportation<br />

and Delivery<br />

Equipment<br />

Parent Company<br />

2006<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements<br />

Cost<br />

January 1 P=8,482,067 P=3,107,788 P=1,659,508 P=6,582,541 P=19,831,904 P=16,717,014<br />

Additions 2,697,623 – 533,058 1,756,603 4,987,284 3,114,890<br />

Disposals – (700,000) – – (700,000) –<br />

December 31 11,179,690 2,407,788 2,192,566 8,339,144 24,119,188 19,831,904<br />

Accumulated Depreciation<br />

and Amortization<br />

January 1 6,737,988 1,508,584 1,026,686 3,797,791 13,071,049 10,124,538<br />

Depreciation and amortization 1,300,883 776,322 355,034 1,579,048 4,011,287 2,946,511<br />

Disposals – (320,616) – – (320,616) –<br />

December 31 8,038,871 1,964,290 1,381,720 5,376,839 16,761,720 13,071,049<br />

Net Book Value P=3,140,819 P=443,498 P=810,846 P=2,962,305 P=7,357,468 P=6,760,855<br />

11. Other Noncurrent Assets<br />

This account consists of:<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Goodwill P=4,983,052 P=4,983,052 P=– P=–<br />

Other investments 8,875,108 3,554,754 8,875,108 3,554,754<br />

Software cost - net 2,557,741 2,072,207 2,557,741 2,072,207<br />

Refundable deposits 3,161,467 2,530,835 1,782,315 1,342,820<br />

Others 96,167 168,962 44,000 44,000<br />

P=19,673,535 P=13,309,810 P=13,259,164 P=7,013,781<br />

Movements in software cost - net follow:<br />

Total<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Cost<br />

January 1 P=5,399,474 P=3,318,369 P=5,399,474 P=3,318,369<br />

Additions 1,404,028 2,081,105 1,404,028 2,081,105<br />

December 31 6,803,502 5,399,474 6,803,502 5,399,474<br />

Accumulated Amortization<br />

January 1 3,327,267 2,909,382 3,327,267 2,909,382<br />

Amortization 918,494 417,885 918,494 417,885<br />

December 31 4,245,761 3,327,267 4,245,761 3,327,267<br />

P=2,557,741 P=2,072,207 P=2,557,741 P=2,072,207<br />

Other investments represent the Parent Company’s 74.9% equity interest in I-Remit Europe AG<br />

(I-remit AG). The Parent Company’s BOD approved its incorporation on July 8, 2005 as a stock<br />

corporation to be organized and registered in Austria. Accordingly, the Parent Company made an<br />

investment of P=3.6 million in 2005 and an additional investment amounting to P=5.3 million in<br />

2006. As of December 31, 2006, the I-Remit AG has yet to start its operations. The financial<br />

2005<br />

*SGVMC109599*


- 22 -<br />

statements of I-Remit AG were not consolidated with the accounts of the Parent Company since<br />

the related accounts are not material to the consolidated financial statements as a whole. The total<br />

assets of I-Remit AG represent 1.2% and 0.8% of the consolidated total assets of the Group as of<br />

December 31, 2006 and 2005, respectively.<br />

12. Beneficiaries and Other Payables<br />

This account consists of:<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Beneficiaries P=2,424,232 P=82,548,580 P=2,424,232 P=82,548,580<br />

Agents, couriers and trading clients 19,081,614 26,794,365 18,942,377 25,871,133<br />

Accrued expenses 17,878,789 7,722,793 12,661,303 7,605,047<br />

Advances from related parties (Note<br />

19) 6,546,698 14,500,510 13,467,059 2,778,296<br />

Others 10,983,796 12,405,868 9,035,667 11,960,863<br />

P=56,915,129 P=143,972,116 P=56,530,638 P=130,763,919<br />

13. Interest-Bearing Loans<br />

This account includes the Parent Company’s unsecured, short-term interest-bearing pesodenominated<br />

loans amounting to P=100.0 million in 2006 and P=85.5 million in 2005. Other loans<br />

includes short-term interest bearing peso denominated loans guaranteed by two of the Company’s<br />

stockholders amounting to P=393.5 million in 2006 and P=53.3 million in 2005. These loans bear<br />

annual interest rates ranging from 10.25% to 10.75% in 2006 and 5.00% to 13.00% in 2005 (see<br />

Note 16).<br />

The Parent Company has unused credit facility amounting to P=67.5 million and P=377.3 million as<br />

of December 31, 2006 and 2005, respectively.<br />

14. Equity<br />

The Company’s capital stock consists of:<br />

2006 2005<br />

Common stock - P=100 par value<br />

Authorized - 2,000,000 shares<br />

Issued and outstanding - 500,000 shares P=50,000,000 P=50,000,000<br />

There was no issuance of shares in 2006 and 2005.<br />

*SGVMC109599*


- 23 -<br />

Deposits on Future Stock Subscriptions<br />

On November 12, 2004, the Parent Company’s BOD approved an additional investment of P=30.0<br />

million thereby increasing the deposits on future stock subscriptions from existing stockholders to<br />

P=53.0 million. The stockholders who also make up the BOD committed to convert these into the<br />

common stock of the Parent Company.<br />

15. Other Operating Expenses<br />

This account consists of:<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Insurance P=1,242,301 P=1,240,038 P=1,013,369 P=1,062,873<br />

Taxes and licenses 1,037,702 1,663,348 860,475 552,929<br />

Association dues 1,020,310 760,391 1,020,310 760,391<br />

Repairs and maintenance 976,201 777,894 353,487 233,250<br />

Miscellaneous 3,646,377 1,766,502 840,000 1,029,831<br />

P=7,922,891 P=6,208,173 P=4,087,641 P=3,639,274<br />

16. Other Charges<br />

This account consists of:<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Interest expense (Note 13) P=22,339,223 P=23,374,760 P=22,339,223 P=23,374,760<br />

Interest income (1,111,298) (597,885) (987,985) (461,007)<br />

Others (1,461,574) (1,250,107) 95,842 (249,806)<br />

P=19,766,351 P=21,526,768 P=21,447,080 P=22,663,947<br />

17. Retirement Plan<br />

The Parent Company has separate unfunded noncontributory defined benefit retirement plan<br />

covering substantially all of its employees. Under this retirement plan, all covered employees are<br />

entitled to cash benefits after satisfying age and service requirements.<br />

Provisions for pension obligations are established for benefits payable in the form of retirement<br />

pensions. Benefits are dependent on years of service and the respective employee’s final<br />

compensation.<br />

The Parent Company determined its transitional liability for defined benefit plan as the present<br />

value of the obligation at the date of the adoption reduced by the fair value of plan assets and past<br />

service costs, if any. Transitional liability is amortized prospectively over five years starting on<br />

January 1, 2005.<br />

*SGVMC109599*


- 24 -<br />

The latest actuarial valuation report on the retirement plans is dated December 31, 2006.<br />

The principal actuarial assumptions used in determining retirement liability for the Parent<br />

Company as of January 1, 2006 and 2005 are as follow:<br />

2006 2005<br />

Discount rate 12.6% 14.5%<br />

Future salary increases 10.0 10.0<br />

Average remaining working life (in years) 29.3 29.6<br />

Discount rate used to arrive at the present value of the obligation as of December 31, 2006 is<br />

8.29%.<br />

It is assumed that the average life expectancy beyond the retirement age of 60 is 30.7 years and<br />

30.4 years in 2006 and 2005, respectively.<br />

The amounts recognized in the balance sheets are as follow:<br />

2006 2005<br />

Present value of unfunded obligation P=10,688,426 P=2,957,502<br />

Unrecognized amortization:<br />

Actuarial loss (7,579,183) (971,413)<br />

Transitional liability (756,682) (1,008,909)<br />

Others – 375,909<br />

Retirement Liability P=2,352,561 P=1,353,089<br />

The movements in the present value of unfunded obligations recognized follow:<br />

2006 2005<br />

Balance at beginning of year P=2,957,502 P=1,178,622<br />

Current service cost 727,987 368,231<br />

Interest cost 372,645 170,900<br />

Actuarial loss 6,630,292 1,239,749<br />

Balance at end of year P=10,688,426 P=2,957,502<br />

Retirement expense (included in Salaries, wages and employee benefits in the statements of<br />

income) is comprised of the following:<br />

2006 2005<br />

Current service cost P=727,987 P=368,231<br />

Interest cost 372,645 170,900<br />

Actuarial loss (gain) recognized 22,522 (5,016)<br />

Others (375,909) 375,909<br />

747,245 910,024<br />

Amortization of transitional liability 252,227 252,227<br />

P=999,472 P=1,162,251<br />

*SGVMC109599*


- 25 -<br />

The movements in the retirement liability recognized in the balance sheet follows:<br />

2006 2005<br />

Balance at beginning of year P=1,353,089 P=190,838<br />

Retirement expense 999,472 1,162,251<br />

Balance at end of year P=2,352,561 P=1,353,089<br />

Starting January 1, 2006, the Company is required to disclose the experience adjustments relating<br />

to the plan assets and liabilities. The amounts for 2006 and 2005 are as follows:<br />

2006 2005<br />

Present value of unfunded obligation P=10,688,426 P=2,957,502<br />

Changes in assumption 6,424,574 –<br />

Experience adjustments on plan liabilities 205,718 –<br />

18. Operating Lease Commitment<br />

The Parent Company has operating lease agreements for its office space for a period of fifty-and-a<br />

half (50 ½) months, which commenced on September 16, 2002 and expires on November 30,<br />

2006. These leases have an escalation clause of 10% on the 13th month of the lease term and<br />

every year thereafter and may be renewed under the terms and conditions mutually agreed upon by<br />

the Parent Company and the lessor. On December 20, 2006, the lease contract was renewed for a<br />

period of one year commencing on December 1, 2006 and to expire on November 30, 2007. The<br />

Parent Company entered into a lease agreement in December 2005 for additional office space for a<br />

period of thirty-six months, which commences on February 1, 2006 and expires on January 31,<br />

2009. Rent expense pertaining to these leased properties amounted to P=5.4 million in 2006 and<br />

P=4.0 million in 2005.<br />

On February 7, 2007, the Parent Company entered into another lease agreement for additional<br />

office space for a period of thirty six (36) months commencing on February 1, 2007 to January 31,<br />

2010 with a 10% escalation on the aggregate current monthly rental on the 13 th and 25 th month of<br />

the lease term.<br />

Future minimum rentals payable at December 31, 2006 and 2005 follows:<br />

2006 2005<br />

Within one year P=9,003,652 P=5,505,106<br />

After one year but not more than five years 1,247,726 10,251,378<br />

P=10,251,378 P=15,756,484<br />

*SGVMC109599*


19. Related Party Transactions<br />

- 26 -<br />

In the ordinary course of business, the Group engages in transactions with related parties<br />

consisting primarily of the following:<br />

(a) Delivery services for a fee with Lucky Star-Hongkong for which revenue amounted to P=6.18<br />

million and P=14.89 million, respectively in 2006 and 2005, while receivables amounted to<br />

P=9.47 million and P=9.02 million as of December 31, 2006 and 2005, respectively (see Note 7,<br />

Receivables from Agents);<br />

(b) Delivery service for a fee with IRL. Revenue from these transactions amounted to P=21.61<br />

million in 2006 and P=14.27 million in 2005, while receivables amounted to P=109.63 million<br />

and P=74.19 million as of December 31, 2006 and 2005, respectively (see Note 7, Receivables<br />

from Agents).<br />

(c) The Parent Company’s interest-bearing loans from stockholders, affiliated local bank,<br />

affiliated companies aggregating to P=138.76 million as of December 31, 2005 (see Note 13).<br />

Interest expense recognized on these loans amounted to P=19.02 million in 2005. In 2006, the<br />

Parent Company’s interest-bearing loans were obtained from third parties.<br />

(d) Non-interest bearing operating cash advances to/from stockholders, associate and companies<br />

owned by the stockholders. The following table shows the details of advances to/from related<br />

parties:<br />

Consolidated Parent Company<br />

2006 2005 2006 2005<br />

Advances to related parties (Note 7):<br />

Stockholders<br />

Subsidiaries and affiliates:<br />

P=50,698,359 P=– P=50,698,359 P=–<br />

Confed Properties, Inc. 38,073,663 – 38,073,663 –<br />

I-Remit UK Plc 11,839,081 16,648,184 11,839,081 16,648,184<br />

I-Remit Singapore Pte Ltd. 5,295,045 2,645,772 5,295,045 2,645,772<br />

Hwa Kung Hong<br />

International <strong>Remittance</strong><br />

3,099,737 4,193,961 3,099,737 4,193,961<br />

(Canada) Ltd. – – 5,138,471 1,456,605<br />

Lucky Star Management Ltd. – – – 2,858,916<br />

Others 118,093 1,758,596 118,093 1,758,596<br />

Advances from related parties (Note 12):<br />

P=109,123,978 P=25,246,513 P=114,262,449 P=29,562,034<br />

Stockholders<br />

Subsidiary:<br />

P=6,546,698 P=14,500,510 P= – P=2,778,296<br />

Lucky Star Management Ltd. – – 13,467,059 –<br />

P=6,546,698 P=14,500,510 P=13,467,059 P=2,778,296<br />

*SGVMC109599*


- 27 -<br />

Compensation of Key Management Personnel of the Parent Company<br />

The remuneration of directors and other members of key management are as follows:<br />

2006 2005<br />

Short-term benefits P=4,763,482 P=4,961,528<br />

Post-employment benefits 336,879 178,168<br />

P=5,100,361 P=5,139,696<br />

20. Registration with the Board of Investments<br />

The Company is registered with the Board of Investments (BOI) as a New Information<br />

Technology Service Firm in the field of Information Technology Services (<strong>Remittance</strong><br />

Infrastructure Systems) on a Non-Pioneer Status under the Omnibus Investments Code of 1987.<br />

The registration entitles the Company to, among others, income tax holiday for four (4) years from<br />

November 12, 2001. On February 7, 2006, the BOI approved to extend the Company’s income<br />

tax holiday until November 11, 2007.<br />

21. Provision for Income Tax<br />

Provision for income tax pertains to deferred tax expense or income relating to the origination and<br />

reversal of temporary differences between tax expense and accounting profit of LSML.<br />

22. Approval of Financial Statements<br />

The accompanying financial statements were authorized for issue by the Board of Directors<br />

(BOD) on March 23, 2007.<br />

*SGVMC109599*


I-REMIT, INC. AND SUBSIDIARY<br />

Financial Statements<br />

December 31, 2005 and 2004<br />

and<br />

Report of Independent Auditors<br />

ASSURANCE AND ADVISORY<br />

BUSINESS SERVICES<br />

SGV & CO<br />

A MEMBER PRACTICE OF ERNST & YOUNG GLOBAL<br />

Quality In Everything We Do<br />

SYCIP GORRES VELAYO & CO.<br />

*SGVMC108303*


SGV & CO<br />

Report of Independent Auditors<br />

The Stockholders and the Board of Directors<br />

I-Remit, Inc.<br />

We have audited the accompanying balance sheets of I-Remit, Inc. and Subsidiary (the Group) and of<br />

I-Remit, Inc. (the Parent Company) as of December 31, 2005 and 2004, and the related statements of<br />

income, changes in stockholders’ equity and cash flows for the years then ended. These financial<br />

statements are the responsibility of the Group’s management. Our responsibility is to express an<br />

opinion on these financial statements based on our audits.<br />

We conducted our audits in accordance with auditing standards generally accepted in the Philippines.<br />

Those standards require that we plan and perform the audit to obtain reasonable assurance about<br />

whether the financial statements are free of material misstatement. An audit includes examining, on a<br />

test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also<br />

includes assessing the accounting principles used and significant estimates made by management, as<br />

well as evaluating the overall financial statement presentation. We believe that our audits provide a<br />

reasonable basis for our opinion.<br />

In our opinion, the financial statements referred to above present fairly, in all material respects, the<br />

financial position of the Group and of the Parent Company as of December 31, 2005 and 2004, and the<br />

results of its operations and its cash flows for the years then ended in conformity with accounting<br />

principles generally accepted in the Philippines.<br />

SYCIP GORRES VELAYO & CO.<br />

Aris C. Malantic<br />

Partner<br />

CPA Certificate No. 90190<br />

SEC Accreditation No. 0326-A<br />

Tax Identification No. 152-884-691<br />

PTR No. 4180848, January 2, 2006, Makati City<br />

March 17, 2006<br />

SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<br />

SGV & Co is a member practice of Ernst & Young <strong>Global</strong><br />

Phone: (632) 891-0307<br />

Fax: (632) 819-0872<br />

www.sgv.com.ph<br />

BOA/PRC Reg. No. 0001<br />

SEC Accreditation No. 0012-F<br />

*SGVMC108303*


I-REMIT, INC.<br />

BALANCE SHEETS<br />

ASSETS<br />

2005<br />

Group Parent Company<br />

December 31<br />

2004<br />

2004<br />

(As restated -<br />

(As restated -<br />

Note 2) 2005<br />

Note 2)<br />

Current Assets<br />

Cash on hand and in banks (Note 5) P=169,298,419 P=145,376,634 P=134,340,987 P=137,010,217<br />

Receivables (Note 6 and 19) 278,092,488 247,898,232 260,890,788 241,896,894<br />

Other current assets (Note 7) 13,415,694 90,437,228 8,914,620 90,257,797<br />

Total Current Assets 460,806,601 483,712,094 404,146,395 469,164,908<br />

Noncurrent Assets<br />

Investments in Subsidiaries and an Associate<br />

(Note 8) 5,349,689 2,834,088 20,802,039 17,247,285<br />

Property and equipment - net (Note 9) 9,596,632 9,692,167 6,760,855 6,592,476<br />

Other noncurrent assets (Note 10) 8,853,152 6,850,688 3,459,028 1,566,048<br />

Total Noncurrent Assets 23,799,473 19,376,943 31,021,922 25,405,809<br />

P=484,606,074 P=503,089,037 P=435,168,317 P=494,570,717<br />

LIABILITIES AND STOCKHOLDERS’<br />

EQUITY<br />

Current Liabilities<br />

Beneficiaries and other payables<br />

(Notes 11 and 19) P=185,336,162 P=110,805,469 P=132,959,121 P=104,994,138<br />

Interest-bearing loans (Notes 12 and 19) 141,248,355 264,928,329 138,757,274 262,400,500<br />

Total Current Liabilities 326,584,517 375,733,798 271,716,395 367,394,638<br />

Stockholders’ Equity<br />

Capital stock (Note 16) 50,000,000 50,000,000 50,000,000 50,000,000<br />

Additional paid-in capital 60,000,000 60,000,000 60,000,000 60,000,000<br />

Deposits on future stock subscriptions (Note 13) 53,000,000 53,000,000 53,000,000 53,000,000<br />

Retained earnings (deficit) (6,772,544) (39,730,810) 451,922 (35,823,921)<br />

Cumulative translation adjustment (456,450) 235,868 – –<br />

Total equity 155,771,006 123,505,058 163,451,922 127,176,079<br />

Minority interest 2,250,551 3,850,181 – –<br />

Total Stockholders Equity 158,021,557 127,355,239 163,451,922 127,176,079<br />

P=484,606,074 P=503,089,037 P=435,168,317 P=494,570,717<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC108303*


I-REMIT, INC.<br />

STATEMENTS OF INCOME<br />

2005<br />

Group Parent Company<br />

Years Ended December 31<br />

2004<br />

2004<br />

(As restated -<br />

(As restated -<br />

Note 2) 2005<br />

Note 2)<br />

REVENUE<br />

Delivery fees (Note 19) P=149,684,526 P=86,925,862 P=110,438,218 P=75,722,298<br />

Foreign exchange gains – net 87,184,409 66,096,489 87,717,053 66,096,489<br />

Other fees 306,977 – 306,977 –<br />

237,175,912 153,022,351 198,462,248 141,818,787<br />

COSTS OF SERVICES (Note 19)<br />

Delivery charges 46,339,606 18,747,268 32,743,254 18,747,268<br />

Bank charges 37,323,698 27,759,761 34,210,150 26,252,393<br />

83,663,304 46,507,029 66,953,404 44,999,661<br />

GROSS INCOME 153,512,608 106,515,322 131,508,844 96,819,126<br />

GENERAL AND ADMINISTRATIVE<br />

EXPENSES<br />

Salaries, wages and employee benefits<br />

(Note 17 and 19) 52,637,657 36,330,297 37,832,015 31,352,408<br />

Communication, light and water 5,955,091 6,414,853 5,084,366 5,296,338<br />

Marketing 5,946,301 8,930,270 5,053,271 7,602,166<br />

Rental (Note 18) 8,934,939 5,466,814 5,101,327 4,091,403<br />

Professional fees 5,234,975 3,718,527 4,706,433 2,976,431<br />

Depreciation and amortization (Notes 9<br />

and 14) 4,132,849 4,790,294 3,364,396 4,327,535<br />

Supplies 3,682,852 3,052,952 2,993,375 3,052,952<br />

Other operating expenses (Note 14) 12,373,410 12,393,642 8,433,871 10,723,301<br />

Other charges - net (Note 15) 22,883,111 10,045,097 22,663,947 13,573,279<br />

121,781,185 91,142,746 95,233,001 82,995,813<br />

NET INCOME P=31,731,423 P=15,372,576 P=36,275,843 P=13,823,313<br />

ATTRIBUTABLE TO:<br />

Equitable holders of the Parent Company 32,958,266 14,536,065 36,275,843 13,823,313<br />

Minority interest (1,226,843) 836,511 – –<br />

See accompanying Notes to Financial Statements.<br />

P=31,731,423 P=15,372,576 P=36,275,843 P=13,823,313<br />

*SGVMC108303*


I-REMIT, INC.<br />

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY<br />

FOR THE YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31, 2004<br />

Additional<br />

Paid-in<br />

Deposit<br />

for Future<br />

Group<br />

Cumulative<br />

Translation<br />

Total<br />

Stockholders’<br />

Total<br />

Stockholders’<br />

Equity and<br />

Minority<br />

Interest<br />

Capital Stock<br />

Surplus<br />

Minority<br />

(Note 16) Capital Subscription (Deficit) Adjustment Equity Interest<br />

Balance at December 31, 2003 P=50,000,000 P=60,000,000 P=23,000,000 (P=54,266,875) – P=78,733,125 P=2,886,664 P=81,619,789<br />

Deposit for future stock subscription (Note 13) – – 30,000,000 – – 30,000,000 – 30,000,000<br />

Net income for the year – – – 14,536,065 – 14,536,065 836,511 15,372,576<br />

Translation adjustment during the year – – – – 235,868 235,868 127,006 362,874<br />

Total income recognized during the year – – – 14,536,065 235,868 14,771,933 963,517 15,735,450<br />

Balance at December 31, 2004 50,000,000 60,000,000 53,000,000 (39,730,810) 235,868 123,505,058 3,850,181 127,355,239<br />

Net income for the year – – – 32,958,266 – 32,958,266 (1,226,843) 31,731,423<br />

Translation adjustment during the year<br />

Total income and expenses recognized during<br />

– – – – (692,318) (692,318) (372,787) (1,065,105)<br />

the year – – – 32,958,266 (692,318) 32,265,948 (1,599,630) 30,666,318<br />

Balance at December 31, 2005 P=50,000,000 P=60,000,000 P=53,000,000 P=(6,772,544) P=(456,450) P=155,771,006 P=2,250,551 P=158,021,557<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC108303*


I-REMIT, INC.<br />

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY<br />

FOR THE YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31, 2004<br />

Additional<br />

Parent<br />

Deposit<br />

Total<br />

Capital Stock Paid-in for Future Surplus Stockholders’<br />

(Note 16) Capital Subscription (Deficit) Equity<br />

Balance at December 31, 2003, as previously reported<br />

Effect of change in accounting for investment in associate<br />

P=50,000,000 P=60,000,000 P=23,000,000 (P=54,266,875) P=78,733,125<br />

(Note 2) – – – 4,619,641 4,619,641<br />

Balance at December 31, 2003, as restated 50,000,000 60,000,000 23,000,000 (49,647,234) 83,352,766<br />

Deposit for future stock subscription (Note 13) – – 30,000,000 – 30,000,000<br />

Net income, as restated (Note 2) – – – 13,823,313 13,823,313<br />

Balance at December 31, 2004, as restated P=50,000,000 P=60,000,000 P=53,000,000 (P=35,823,921) P=127,176,079<br />

Balance at December 31, 2004, as previously reported P=50,000,000 P=60,000,000 P=53,000,000 (P=39,702,280) P=123,297,720<br />

Effect of change in accounting for:<br />

Retirement benefit (Note 2) – – – (190,838) (190,838)<br />

Investment in associate (Note 2) – – – 4,069,197 4,069,197<br />

Balance at December 31, 2004, as restated 50,000,000 60,000,000 53,000,000 (35,823,921) 127,176,079<br />

Net income for the year – – – 36,275,843 36,275,843<br />

Balance at December 31, 2005 P=50,000,000 P=60,000,000 P=53,000,000 P= 451,922 P=163,451,922<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC108303*


I-REMIT, INC.<br />

STATEMENTS OF CASH FLOWS<br />

Group Parent Company<br />

Years Ended December 31<br />

2005 2004 2005 2004<br />

CASH FLOWS FROM OPERATING<br />

ACTIVITIES<br />

Net income (loss) P=31,731,423 P=15,372,576 P=36,275,843 P=13,823,313<br />

Adjustments for:<br />

Interest expense (Note 15) 23,374,760 14,228,476 23,374,760 14,204,085<br />

Depreciation and amortization 4,132,849 4,790,294 3,364,396 4,327,535<br />

Write-off of receivables – 3,394,615 – 3,394,615<br />

Unrealized foreign exchange gain 3,238,408 (2,647,873) 3,238,408 (2,647,873)<br />

Interest income (587,869) (617,169) (461,007) (617,169)<br />

Equity in net earnings of an associate<br />

(Note 8) 1,039,153 550,443 – –<br />

Operating income before changes in<br />

working capital 62,928,724 35,071,362 65,792,400 32,484,506<br />

Changes in operating assets and<br />

liabilities<br />

Increase in:<br />

Receivables (33,432,664) (78,334,057) (22,232,302) (85,499,217)<br />

Other current assets 76,459,991 (87,184,127) 81,943,201 (86,941,869)<br />

Beneficiaries and other<br />

payables 74,718,984 34,413,213 28,153,273 25,752,825<br />

Cash used in operations 180,675,035 (99,428,224) 153,656,572 (114,203,755)<br />

Interest received 587,869 617,169 461,007 617,169<br />

Interest paid (23,798,920) (13,375,556) (23,477,495) (13,666,090)<br />

Net cash used in<br />

operating activities 157,463,984 (112,186,611) 130,640,084 (127,252,676)<br />

CASH FLOWS FROM INVESTING<br />

ACTIVITIES<br />

Proceeds from sale of (additions to):<br />

investments (Note 8) (3,554,754) (1,249,739) (3,554,754) 4,834,200<br />

Acquisition of property and equipment<br />

(Note 9) (3,696,048) (5,482,437) (3,114,890) (1,639,934)<br />

Disposal of property and equipment 76,620 - - -<br />

Decrease (increase) in other noncurrent<br />

assets (2,002,464) 584,191 (2,310,865) 38,066<br />

Net cash used in investing activities (9,176,646) (6,715,645) (8,980,509) 3,232,332<br />

CASH FLOWS FROM FINANCING<br />

ACTIVITIES<br />

Proceeds from (payment of):<br />

Interest-bearing loans (123,679,974) 145,078,329 (123,643,226) 141,830,000<br />

Deposits on future stock subscriptions<br />

(Note 13) – 30,000,000 – 30,000,000<br />

Cash provided by (used in)<br />

financing activities (123,679,974) 175,078,329 (123,643,226) 171,830,000<br />

(Forward)<br />

*SGVMC108303*


- 2 -<br />

Group Parent Company<br />

Years Ended December 31<br />

2005 2004 2005 2004<br />

NET INCREASE (DECREASE) IN<br />

CASH ON HAND AND IN BANKS P=24,607,364 P=56,176,073 (P=1,983,651) P=47,809,656<br />

EFFECTS OF EXCHANGE RATE<br />

CHANGES ON CASH ON HAND<br />

AND IN BANKS (685,579) 148,383 (685,579) 148,383<br />

CASH ON HAND AND IN BANKS<br />

AT BEGINNING OF YEAR 145,376,634 89,052,178 137,010,217 89,052,178<br />

CASH ON HAND AND IN BANKS AT<br />

END OF YEAR P=169,298,419 P=145,376,634 P=134,340,987 P=137,010,217<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC108303*


I-REMIT, INC.<br />

NOTES TO FINANCIAL STATEMENTS<br />

1. Corporate Information<br />

I-Remit, Inc. (the Parent Company) was incorporated and domiciled in the Philippines. The<br />

Parent Company was registered with the Securities and Exchange Commission on March 5, 2001<br />

and started commercial operations on November 1, 2001. The Parent Company’s registered office<br />

and principal place of business is at 26/F Discovery Centre, ADB Avenue, Ortigas Center, Pasig<br />

City. The Parent Company is a subsidiary of JTKC Equities, Inc., a company incorporated in the<br />

Philippines.<br />

The Parent Company and its subsidiary, International <strong>Remittance</strong> (Canada) Ltd. or IRC<br />

(collectively referred to as the Group) are primarily engaged in the business of fund transfer and<br />

remittance services of any form or kind of currencies or monies, either by electronic, telegraphic,<br />

wire or any other mode of transfer; as well as undertake the delivery of such funds or monies, both<br />

in the domestic and international market, by providing either courier or freight forwarding<br />

services; and conduct foreign exchange transactions as may be allowed by law and other allied<br />

activities relative thereto.<br />

The accompanying financial statements were authorized for issue by the Board of Directors<br />

(BOD) on March 17, 2006.<br />

2. Summary of Significant Accounting Policies<br />

Basis of Financial Statement Preparation<br />

The accompanying financial statements have been prepared in compliance with the accounting<br />

principles generally accepted in the Philippines (GAAP) as set forth in the Philippine Financial<br />

reporting Standards (PFRS) under the historical cost convention. These are the first annual<br />

financial statements of the Group and the Parent Company prepared in accordance with PFRS.<br />

Changes in Accounting Policies<br />

On January 1, 2005, the following new accounting standards became effective and were adopted<br />

by the Group:<br />

• PAS 19, Employees Benefits, prescribes the accounting and disclosures by employers for<br />

employee benefits, including short-term employees benefits, post-employment benefits, other<br />

long-term employee benefits and termination benefits. For post-employment benefits<br />

classified as defined benefit plans, the standard will require the use of the projected unit credit<br />

method in measuring the retirement benefit expense and will result in change in the manner of<br />

computing benefit expense relating to past service cost and actuarial gains and losses.<br />

The Company determined its transitional liability for defined benefit plan as the present value<br />

of the obligation at the date of the adoption reduced by the fair value of plan assets.<br />

Transitional liability will be amortized prospectively over five years starting January 1, 2004,<br />

decreasing income by P= 190,838 in 2005 and 2004.<br />

*SGVMC108303*


- 2 -<br />

• PAS 21, The Effects of Changes in Foreign Exchange Rates, prohibits the capitalization of<br />

foreign exchange losses. The standard also addresses the accounting for transactions in<br />

foreign currency and translating the financial statements of foreign operations that are<br />

included in those of the reporting enterprise by consolidation, proportionate consolidation, and<br />

equity method. The adoption of this standard did not result in any material adjustment on the<br />

financial statements.<br />

• PAS 32, Financial Instruments: Disclosure and Presentation, covers the disclosure and<br />

presentation of all financial instruments. The standard requires more comprehensive<br />

disclosures about the Group’s financial instruments, whether recognized or unrecognized in<br />

the financial statements. In accordance with this standard, new disclosures were included in<br />

the financial statements, where applicable.<br />

• PAS 39, Financial Instruments: Recognition and Measurement, establishes the accounting and<br />

reporting standards for the recognizing and measuring the Group’s financial assets and<br />

financial liabilities. The standard requires a financial asset or financial liability to be<br />

recognized initially at fair value. Subsequent to initial recognition, the Group should continue<br />

to measure financial assets at their fair values, except for loans and receivables and held-tomaturity<br />

investments, which are to be measured at cost or amortized costs using the effective<br />

interest rate method less impairment loss. Financial liabilities are subsequently measured at<br />

cost or amortized cost, except for liabilities classified as “at fair value through profit and loss”<br />

and derivatives, which are subsequently to be measured at fair value.<br />

PAS 39, also covers the accounting for derivative instruments. This standard has expanded the<br />

definition of a derivative instruments to include derivatives (and derivative-like provisions)<br />

embedded in non-derivatives.<br />

• PAS 40, Investment Property, prescribes the accounting treatment for investment property and<br />

related disclosure requirements. This standard permits the Group to choose either the fair<br />

value model or cost model in accounting for investment property. Fair value model requires<br />

an investment property to be measured at fair value with fair value changes recognized<br />

directly in the statement of income. Cost model requires that an investment property should<br />

be measured at depreciated cost less any accumulated impairment losses. The adoption of this<br />

standard did not have a material effect on the financial statements.<br />

• PFRS 1, First-Time Adoption of International Financial Reporting Standards, requires an<br />

entity to comply with PFRS effective at the reporting date for its first PFRS financial<br />

statements. In particular, PFRS 1 requires an entity to do the following in the opening PFRS<br />

statement of condition that it prepares as a starting point for its accounting under PFRS:<br />

(a) recognize all assets and liabilities whose recognition is required by PFRS; (b) not<br />

recognize items as assets and liabilities if PFRS do not permit such recognition; (c) reclassify<br />

items that it recognized under previous GAAP as one type of asset, liability or component of<br />

equity, but are a different type of asset, liability or component of equity under PFRS; and<br />

(d) apply PFRS in measuring all recognized assets and liabilities. New disclosure<br />

requirements were included as a result of the adoption of the new standard.<br />

*SGVMC108303*


- 3 -<br />

• PFRS 2, Share-Based Payments, results in a charge to net income for the cost of share options<br />

granted. Currently, the Group has no transaction involving share-based payments but will<br />

comply with the requirements of this standard in respect of future transactions.<br />

• PFRS 3, Business Combination, results in the cessation of the amortization of goodwill and a<br />

requirement for an annual test for goodwill impairment. Any negative goodwill remaining<br />

after performing reassessment of past combinations should have been credited to income in<br />

the period the combination was effected. Moreover, pooling of interests in accounting for<br />

business combination is no longer permitted. The adoption of this standard did not result in<br />

retroactive adjustment of prior year financial statements.<br />

• PFRS 5, Noncurrent Assets Held for Sale and Discontinued Operations, specifies the<br />

accounting for assets held for sale and the presentation and disclosure of discontinued<br />

operations. It requires assets that meet the criteria to be classified as held for sale to be<br />

measured at the lower of carrying amount and fair value less costs to sell, and the depreciation<br />

on such assets to cease. Furthermore, assets that meet the criteria to be classified as held for<br />

sale should be presented separately on the face of the statements of condition and the results of<br />

discontinued operations to be presented separately in the statements of income.<br />

• PAS 16, Property, Plant and Equipment, provides additional guidance and clarification on<br />

recognition and measurement of items of property, plant and equipment. It also provides that<br />

each part of an item of property, plant and equipment with a cost that is significant in relation<br />

to the total cost of the item shall be depreciated separately.<br />

• PAS 17, Leases, provides a limited revision to clarify the classification of a lease of land and<br />

buildings and prohibits expensing of initial direct costs in the financial statements of lessors.<br />

• PAS 24, Related Party Disclosures, provides additional guidance and clarity in the scope of<br />

the standard, the definitions and the disclosure requirements for related parties and related<br />

party transactions. It also requires disclosure of the compensation of key management and<br />

personnel by benefit type.<br />

• PAS 27, Consolidated and Separate Financial Statements, reduces alternatives in accounting<br />

for subsidiaries in consolidated financial statements and in accounting for investments in the<br />

separate financial statements of a parent, venturer or investor. Investments in subsidiaries are<br />

accounted for either at cost or in accordance with PAS 39 in the separate financial statements<br />

of an investor which presents consolidated financial statements. This standard also requires<br />

strict compliance with adoption of uniform accounting policies and requires the Parent<br />

Company to make appropriate adjustments to the subsidiary’s financial statements to conform<br />

them to the Parent Company’s accounting policies for reporting like transactions and other<br />

events in similar circumstances.<br />

*SGVMC108303*


- 4 -<br />

• PAS 28, Investments in Associates, reduces alternative in accounting for associates in the<br />

separate financial statements of an investor. Investments in associates will be accounted for<br />

either at cost or in accordance with PAS 39 in the separate financial statements of an investor<br />

which presents consolidated financial statements. This standards also requires strict<br />

compliance with adoption of uniform accounting policies and requires the investor to make<br />

appropriate adjustments to the associate’s financial statements to conform them to investor’s<br />

accounting policies for reporting like transactions and other events in similar circumstances.<br />

The adoption of this standard resulted in the reversal of P=4,069,197 accumulated equity in net<br />

loss of Lucky star at the Parent Company level, which decreased deficit by the same amount as<br />

of December 31, 2004 and decreased income by P=550,444 in 2004.<br />

• PAS 31, Interest in Joint Ventures, reduces the alternatives in accounting for interests in joint<br />

ventures in consolidated financial statements and in accounting for investments in the separate<br />

financial statements of a venturer. Interests in joint ventures are accounted for either at cost or<br />

in accordance with PAS 39 in the separate financial statements of an investor which prepares<br />

consolidated financials statements.<br />

• PAS 33, Earnings Per Share, prescribes principles for the determination and presentation of<br />

earnings per share for entities with publicly traded shares, entities in the process of issuing<br />

ordinary shares to the public, and entities that calculate and disclose earnings per share. The<br />

standard also provides additional guidance in computing earnings per share including the<br />

effects of mandatorily convertible instruments and contingently issuable shares, among others.<br />

• PAS 36, Impairment of Assets, requires the annual impairment test of intangible asset with an<br />

indefinite useful life or intangible asset not yet available for use and goodwill acquired in a<br />

business combination, whether or not there is an indication of impairment.<br />

• PAS 38, Intangible Assets, requires the assessment of the useful life of intangible assets at the<br />

individual asset level as having either a finite or indefinite life. Where an intangible asset has a<br />

finite life, it has been amortized over its useful life. Amortization years and methods for<br />

intangible assets with finite useful lives are reviewed at the earlier of annually or where an<br />

indicator of impairment exists. Intangibles assessed as having indefinite useful lives are not<br />

amortized, as there is no foreseeable limit to the year over which the asset is expected to<br />

generate net cash inflows for the Group. However, intangibles with indefinite useful lives are<br />

reviewed annually to ensure the carrying value does not exceed the recoverable amount<br />

regardless of whether an indicator of impairment is present.<br />

The effect of adopting the foregoing revised standards on the company financial statements was<br />

not material, except for PAS 19, PAS 21, PAS 27 and PAS 28. New disclosures were included in<br />

the financial statements, where applicable.<br />

The Group has yet to adopt the following standards and amendments that have been approved but<br />

are not yet effective:<br />

• Amendments to PAS 19, Employee Benefits - Actuarial Gains and Losses, Group Plans and<br />

Disclosures - The revised disclosures from the amendments will be included in the Group’s<br />

financial statements when the amendments are adopted in 2006.<br />

*SGVMC108303*


- 5 -<br />

• PFRS 7, Financial Instruments - Disclosures - The revised disclosures on financial<br />

instruments provided by this standard will be included in the Group’s financial statements<br />

when the standard is adopted in 2007.<br />

Basis of Consolidation<br />

The consolidated financial statements include the accounts of the Parent Company and of IRC.<br />

A subsidiary is consolidated from the date on which control is transferred to the Group and ceased<br />

to be consolidated from the date on which control is transferred out of the Group.<br />

Consolidated financial statements are prepared using uniform accounting policies for like<br />

transactions and other events in similar circumstances.<br />

Investments in Subsidiaries and in an Associate<br />

An associate is an entity in which the Parent Company has significant influence and which is not a<br />

subsidiary. A subsidiary is an entity in which a parent company directly or indirectly holds more<br />

than half of issued share capital, or controls more than half of the voting power, or exercises<br />

control over the operation and management of the subsidiary. The accounts of a subsidiary are<br />

included in the Group financial statements. In the Parent Company financial statements,<br />

investment in subsidiaries and in associates is carried in the balance sheet at cost less any<br />

accumulated impairment in value.<br />

Investment in subsidiary includes the Parent Company’s 65% equity interest in International<br />

<strong>Remittance</strong> (Canada) Ltd. (IRC) and a 74.9% equity interest in I-Remit Europe AG.<br />

Investment in an associate includes the Parent Company’s 51% equity interest in Lucky Star<br />

Management Limited (Lucky Star). The financial statements of Lucky Star were not consolidated<br />

on a line-by-line basis with the accounts of the Parent Company since the related accounts are not<br />

material to the consolidated financial statements as a whole. The total assets of Lucky Star<br />

represent 0.1% of the consolidated total assets.<br />

The Parent Company’s 96% equity interest in I-Remit <strong>Global</strong> <strong>Remittance</strong> Limited (I-Remit<br />

<strong>Global</strong>-United Kingdom), a foreign corporation which the Parent Company’s BOD approved for<br />

disposal in January 2004, was subsequently sold on June 18, 2004 (see Note 8).<br />

Financial Assets<br />

All financial assets are initially recognized at fair value. Except for FVPL investments, the initial<br />

measurement of financial assets includes transaction costs. Effective January 1, 2005 the Group<br />

classified its financial assets in the following categories: FVPL investments, receivables, HTM<br />

investments and AFS investments. Management determines the classification of its investments<br />

at initial recognition and re-evaluates this designation (except for HTM investments and FVPL<br />

investments) at every reporting date. The classification depends on the purpose for which the<br />

financial assets were acquired and whether they are quoted in an active market. As of December<br />

31, 2005 and 2004, the Company had no FVPL, HTM and AFS investments.<br />

*SGVMC108303*


- 6 -<br />

Loans and receivables<br />

Loans and receivables are non-derivative financial assets with fixed or determinable payments<br />

that are not quoted in an active market. They arise when the Group provides money, goods or<br />

services directly to a debtor with no intention of trading the receivable. These are carried at<br />

amortized cost using the effective interest rate method, less impairment in value.<br />

Prior to January 1, 2005, receivables are stated at the original invoice amount less allowance for<br />

doubtful accounts, if any. An estimate of doubtful accounts is provided when collection of the full<br />

amount is no longer probable or the amounts expected to be received in settlement of the<br />

receivables are less than the amounts due. The allowance for doubtful accounts is determined after<br />

evaluation of certain factors, such as aging of accounts and collection experience of the Group in<br />

relation to the particular receivable.<br />

Impairment of Assets<br />

An assessment is made at each statement of condition date to determine whether there is objective<br />

evidence that a specific financial or non-financial asset may be impaired. If such evidence exists,<br />

any impairment loss is recognized in the statement of income.<br />

Impairment of financial assets<br />

Impairment is determined as follows:<br />

(a) For assets carried at amortized cost, impairment is measured as the difference between the<br />

asset’s carrying amount and the present value of estimated future cash flows discounted at the<br />

financial asset’s original effective interest rate;<br />

(b) For assets carried at fair value, impairment is measured as the difference between the original<br />

cost and the fair value; and<br />

(c) For assets carried at cost, impairment is measured as the difference between the carrying<br />

amount and the present value of estimated future cash flows discounted at the current market<br />

rate of return for a similar financial asset.<br />

A previously recognized impairment loss is reversed by a credit to current operations (unless the<br />

asset is carried at a revalued amount in which case the reversal of the impairment loss is credited<br />

to the revaluation increment of the same asset) to the extent that it does not restate the asset to a<br />

carrying amount in excess of what would have been determined (net of any accumulated<br />

depreciation and amortization) had no impairment loss been recognized for the asset in prior years.<br />

Impairment of non-financial assets<br />

Impairment is determined based on the asset’s recoverable amount. An asset’s recoverable<br />

amount is the higher of the asset’s value in use or its net selling price.<br />

An impairment loss is recognized by a charge against current operations for the excess of the<br />

carrying amount of an asset over its recoverable amount. An impairment loss is charged to<br />

operations in the year in which it arises, unless the asset is carried at a revalued amount, in which<br />

case the impairment loss is charged to the revaluation increment of the said asset.<br />

*SGVMC108303*


- 7 -<br />

Derecognition of Financial Instruments<br />

Financial Asset<br />

The derecognition of a financial asset takes place when the Group has either (a) transferred<br />

substantially all the risks and rewards of the ownership or (b) when it has neither transferred nor<br />

retained substantially all the risk and rewards but it no longer has control over the asset or a<br />

portion of the asset.<br />

Financial Liability<br />

A financial liability is derecognized when the obligation under the liability is discharged,<br />

cancelled or expires.<br />

Goodwill<br />

The carrying amount of the investment in an associate includes goodwill which represents the<br />

excess of the acquisition cost of the investment over the Company’s interest in the fair market<br />

value of the net identifiable assets of the associate as of the acquisition date less accumulated<br />

impairment losses, if any. As of January 1, 2004, such goodwill which is carried at cost is no<br />

longer amortized and is tested annually for impairment. The impairment on goodwill is<br />

determined by comparing (a) the carrying value of goodwill plus the net tangible assets of the<br />

associate and (b) the present value of the annual projected cash flows for five years and the present<br />

value of the terminal value of the movement of balance sheet accounts of the associate computed<br />

under the discounted cash flow method.<br />

Property and Equipment<br />

Property and equipment is stated at cost less accumulated depreciation and amortization and any<br />

impairment in value.<br />

The initial cost of property and equipment comprises its purchase price and any directly<br />

attributable costs of bringing the property and equipment to its working condition and location for<br />

its intended use.<br />

Expenditures incurred after the property and equipment have been put into operation, such as<br />

repairs and maintenance are normally charged to operations in the period in which the costs are<br />

incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in<br />

an increase in the future economic benefits expected to be obtained from the use of an item of<br />

property and equipment beyond its originally assessed standard of performance, the expenditures<br />

are capitalized as an additional cost of property and equipment.<br />

Depreciation is calculated on a straight-line basis over the estimated useful life of the property and<br />

equipment as follows:<br />

Office and communication equipment 3 years<br />

Transportation and delivery equipment 3 to 5 years<br />

Furniture and fixtures 3 to 5 years<br />

*SGVMC108303*


- 8 -<br />

Leasehold improvements are amortized over the estimated useful life of the improvements of<br />

5 years or the term of the lease, whichever is shorter.<br />

The useful life and depreciation and amortization method are reviewed periodically to ensure that<br />

the period and method of depreciation and amortization are consistent with the expected pattern of<br />

economic benefits from items of property and equipment.<br />

Income Tax<br />

Deferred income tax is provided, using the balance sheet liability method, on all temporary<br />

differences at the balance sheet date between the tax bases of assets and liabilities and their<br />

carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized<br />

for all taxable temporary differences and, deferred income tax assets are recognized for all<br />

deductible temporary differences to the extent that it is probable that taxable income will be<br />

available against which the deferred tax asset can be used or when there are sufficient taxable<br />

temporary differences which are expected to reverse in the same period as the expected reversal of<br />

the deductible temporary differences. The carrying amount of deferred tax assets is reviewed at<br />

each balance sheet date and reduced to the extent that it is no longer probable that sufficient<br />

taxable income will be available to allow all or part of the deferred tax asset to be utilized.<br />

Deferred tax assets and liabilities are measured using the tax rate expected to apply to taxable<br />

income in the years in which those temporary differences are expected to be recovered or settled.<br />

Provisions<br />

Provisions are recognized when the Group has a present obligation (legal or constructive) as a<br />

result of a past event, it is probable that an outflow of resources embodying economic benefits will<br />

be required to settle the obligation and a reliable estimate can be made of the amount of the<br />

obligation. Where the Group expects a provision to be reimbursed, the reimbursement is<br />

recognized as a separate asset but only when the reimbursement is virtually certain.<br />

Software Costs<br />

Software costs included under the other noncurrent assets account in the Group’s balance sheets<br />

are carried at cost less accumulated amortization and any impairment in value. Software costs are<br />

amortized on a straight-line basis over the estimated useful life of the assets of 3 years.<br />

Revenue and Cost Recognition<br />

Revenue from delivery fees is recognized when the service is rendered. Delivery and bank<br />

charges are recorded when incurred.<br />

Foreign Currency Transactions<br />

Transactions in foreign currencies are recorded using the exchange rate at the date of the<br />

transaction. Foreign currency denominated assets and liabilities are restated using the rates of<br />

exchange approximating those ruling at the balance sheet dates. Foreign exchange differentials<br />

between transaction rate and rate at settlement date or balance sheet date of foreign currencydenominated<br />

monetary assets or liabilities are credited or charged to current operations.<br />

*SGVMC108303*


- 9 -<br />

Retirement Costs<br />

The Company has an unfunded and defined benefit retirement plan covering its permanent<br />

employees. Retirement cost is actuarially determined using the projected unit credit method. This<br />

method reflects service rendered by employees to the date of valuation and incorporate<br />

assumptions concerning employees’ projected salaries. Unrecognized experience adjustments and<br />

past service costs are amortized over the expected remaining working lives of employees.<br />

The liability recognized in the balance sheet in respect of defined benefit pension plans is the<br />

present value of the defined benefit obligation at the balance sheet date less the fair value of plan<br />

assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.<br />

The defined benefit obligation is calculated annually by independent actuaries using the projected<br />

unit credit method. The present value of the defined benefit obligation is determined by<br />

discounting the estimated future cash outflows using interest rates of high-quality corporate bonds<br />

that are denominated in the currency in which the benefits will be paid, and that have terms to<br />

maturity approximating to the terms of the related pension liability.<br />

Actuarial gains and losses arising from experience adjustments and changes in actuarial<br />

assumptions are credited to or charged against income over the employees’ expected average<br />

remaining working lives. Past-service costs are recognized immediately in income, unless the<br />

changes to the pension plan are conditional on the employees remaining in service for a specified<br />

period of time (the vesting period). In this case, the past-service costs are amortized on a straightline<br />

basis over the vesting period.<br />

The Company intends to set up a retirement plan qualified by the Bureau of Internal Revenue in<br />

2004 at which time the Company shall have been in operations for six years. Under Republic Act<br />

(RA) No. 7541, its applicability is effective on the 5th year of an employee’s tenure, provided that<br />

the employee is 60 years old but not more than 65 years old.<br />

Leases<br />

Leases where the lesser retains substantially all the risks and benefits of ownership of the asset are<br />

classified as operating lease. Operating lease payments are recognized as expense in the<br />

statements of income on a straight-line basis over the lease term.<br />

Contingencies<br />

Contingent liabilities are not recognized in the financial statements. They are disclosed unless the<br />

possibility of an outflow of resources embodying economic benefits is remote. A contingent asset<br />

is not recognized in the financial statements but disclosed when an inflow of economic benefits is<br />

probable.<br />

Cash and Cash Equivalents<br />

For purposes of reporting cash flows, cash and cash equivalents include cash on hand and in banks<br />

which are convertible to known amount of cash with original maturities of three months or less<br />

from dates of placements and that are subject to insignificant risk of changes in value.<br />

Subsequent Events<br />

Post year-end events that provide additional information about the Group’s position at balance<br />

sheet date (adjusting events) are reflected in the financial statements. Post year-end events that are<br />

non-adjusting events are disclosed in the notes to financial statements when material.<br />

*SGVMC108303*


- 10 -<br />

3. Significant Accounting Judgments and Estimates<br />

The preparation of the financial statements in accordance with Philippine GAAP requires the<br />

Group to make estimates and assumptions that affect the reported amounts of resources, liabilities<br />

income and expenses and the disclosures of the contingent resources and contingent liabilities.<br />

Future events may occur which can cause the assumptions used in arriving at the estimates to<br />

change. The effects of any change in estimates are reflected in the financial statements as they<br />

become reasonably determinable.<br />

The following are the critical judgments and key assumptions that have a significant risk of<br />

material adjustments to the carrying amounts of assets and liabilities within the next financial<br />

year:<br />

(a) Fair value measurement of financial assets and financial liabilities<br />

The fair values of financial instruments that are not quoted in active markets are determined<br />

using valuation techniques. The fair values of financial assets and financial liabilities of the<br />

Company approximate their market values since these are short-term in nature.<br />

(b) Recoverability of deferred income taxes<br />

The Company believes that it is not highly probable that certain temporary differences will be<br />

realized in the future. Accordingly, deferred tax assets of P=0.5 million is not recognized as of<br />

December 31, 2005 and 2004.<br />

(d) Present value of retirement obligation<br />

The assumed discount rates were determined using the market yields on Philippine<br />

government bonds with terms consistent with the expected employee benefit payout as of<br />

statement of condition date.<br />

The expected rate of return on assets of 8% was based on the average historical premium of<br />

the fund assets. The assumed discount rates were determined using the market yields on<br />

Philippine government bonds with terms consistent with the expected employee benefit<br />

payout as of statement of condition dates. The net pension liability of the Company amounted<br />

to P=1.4 million and P=0.2 million as of December 31, 2005 and 2004, respectively.<br />

4. Risk Management Policies<br />

Financial Risk Management Objectives and Policies<br />

The Group’s financial instruments mainly comprise of short-term loans from banks and advances<br />

from stockholders. The main purpose of these financial instruments is to raise funds for the<br />

Group’s fulfillment or delivery of remittance transactions to beneficiaries. The Group has also<br />

various other financial assets and liabilities such as Accounts Receivable from Foreign Offices and<br />

Agents and Accounts Payable to Beneficiaries, which arise directly from its remittance operations.<br />

*SGVMC108303*


- 11 -<br />

The main risks arising from the Group’s financial instruments are credit risk, interest rate risk<br />

foreign currency risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and agrees<br />

policies for managing each of these risks and they are summarized below.<br />

Credit Risk<br />

Accounts receivable from foreign offices and agents arises as a result of its remittance operations<br />

in various regions of the globe. It is the Group’s credit policy that all foreign offices and agents<br />

must settle its accounts following the next banking day settlement policy, otherwise, the<br />

fulfillment or delivery of their remittance transactions will be put on hold. For new Agents of the<br />

Group, it is a requirement to provide advance funding to the Group, which is equivalent to their<br />

average daily remittance transactions, to fulfill or deliver their remittance transactions.<br />

In addition, receivable balances are monitored daily by the regional managers with the result that<br />

the Group’s exposure to bad debts is not significant.<br />

Interest Rate Risk<br />

The Group follows a prudent policy on managing its resources and liabilities so as to ensure that<br />

exposure to fluctuations in interest rates is kept within acceptable limits.<br />

The method by which the Group measures the sensitivity of its assets and liabilities to interest rate<br />

fluctuations is by way of interest rate sensitivity gap analysis. This analysis provides the Group<br />

with a measure of the impact of changes in interest rates on the accrual portfolio i.e., the risk<br />

exposure of future accounting income. The repricing gap is calculated by distributing the balance<br />

sheet into tenor buckets according to the time remaining to maturity or next repricing date and<br />

then obtaining the difference between the total of the repricing (interest sensitive) assets and<br />

repricing (interest sensitive) liabilities.<br />

A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the<br />

amount of interest rate sensitive assets. A gap is considered positive when the amount of interest<br />

rate sensitive assets exceeds the amount on interest rate sensitive liabilities. Accordingly, during a<br />

period of rising interest rates, a company with a positive gap would be better positioned than one<br />

with a negative gap to invest in or hold higher yielding assets more quickly than it would need to<br />

refinance its interest-bearing liabilities. During a period of falling interest rates, a company with a<br />

positive gap would tend to see its assets repricing at a faster rate than one with a negative gap,<br />

which may restrain the growth of its net income or result in a decline in net interest income.<br />

The following table sets forth the asset-liability gap position of the Group as of December 31,<br />

2005:<br />

Up to 1<br />

month<br />

1 to 3<br />

months<br />

3 to 6<br />

months<br />

6 to 12Greater<br />

than<br />

months<br />

1 year<br />

Assets<br />

Accounts receivable P=– P=– P=– P=– P=– P=–<br />

Investments – – – – – –<br />

Placements with other banks – – – – – –<br />

Other resources – – – – – –<br />

Total resources P=– P=– P=– P=– P=– P=–<br />

Total<br />

*SGVMC108303*


Up to 1 month<br />

- 12 -<br />

1 to 3<br />

months<br />

3 to 6<br />

months<br />

6 to 12<br />

months<br />

Greater than<br />

1 year Total<br />

Liabilities and capital<br />

Accounts payable P=– P=– P=– P=– P=– P=–<br />

Interest bearing loans 72,653,674 – 4,755,000 12,770,250 48,578,350 138,757,274<br />

Other liabilities – – – – – –<br />

Total liabilities – – – – – –<br />

Capital funds – – – – – –<br />

Total liabilities and capital<br />

funds P=72,653,674 P=– P=4,755,000 P=12,770,250 P=48,578,350 P=138,757,274<br />

Asset-liability gap (P=72,653,674) P=– (P=4,755,000) (P=12,770,250) (P=48,578,350) (P=38,757,274)<br />

Foreign Currency Risk<br />

It is the Group’s policy that all daily foreign currencies, which arises as a result of its remittance<br />

transactions, must be traded daily with bank partners only at prevailing foreign exchange rates in<br />

the market. The daily closing foreign exchange rates shall be the guiding rate in providing<br />

wholesale rates and retail rates to foreign offices and agents, respectively. The trading proceeds<br />

will be used to pay out bank loans and other obligation of the Group.<br />

Cash Flow Interest Rate Risk<br />

The Group’s exposure to cash flow interest rate risk is minimal. The Group’s policy is to manage<br />

its interest cost using a fixed short-term rate of debts.<br />

Liquidity Risk<br />

The Group’s objective is to maintain a balance between continuity of funding and flexibility<br />

through the use of short-term bank loans and advances from stockholders. The Group’s policy is<br />

to maintain a debt to equity ratio of 3:1 in order to comply with one of the requirements of the<br />

Board of Investments (BOI).<br />

5. Cash on Hand and in Banks<br />

Details of this account follows:<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

Cash on hand P=16,750,806 P=41,498,897 P=16,750,806 P=41,498,897<br />

Cash in banks 152,547,613 103,877,737 117,590,181 95,511,320<br />

P=169,298,419 P=145,376,634 P=134,340,987 P=137,010,217<br />

Cash in banks earn interest at the respective bank deposit rates.<br />

*SGVMC108303*


6. Receivables<br />

This account consists of receivables from:<br />

- 13 -<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

Agents P=211,807,174 P=179,678,169 P=196,777,524 P=173,676,834<br />

Related parties 46,770,465 55,752,242 46,770,465 55,752,242<br />

Couriers 13,688,217 8,224,850 13,688,217 8,224,850<br />

Others 5,826,632 4,242,971 3,654,582 4,242,968<br />

P=278,092,488 P=247,898,232 P=260,890,788 P=241,896,894<br />

The carrying value of receivables from agents, couriers, related parties and others are due on<br />

demand or within one year. Their fair values approximate their respective carrying values.<br />

7. Other Current Assets<br />

This account consists of:<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

Cash in bank - FCDU (restricted) P=– P=84,400,500 P=– P=84,400,500<br />

Input VAT 7,329,562 4,790,055 7,329,562 4,790,055<br />

Prepaid expenses 6,086,132 1,246,673 1,585,058 1,067,242<br />

P=13,415,694 P=90,437,228 P=8,914,620 P=90,257,797<br />

In 2004, this account includes dollar deposits amounting to $1.50 million which was used as a<br />

hold-out security for the Company’s short-term interest-bearing dollar-denominated loans<br />

(Note 12).<br />

8. Investments in Subsidiaries and an Associate<br />

This account consists of:<br />

Acquisition cost:<br />

Balance at beginning of year<br />

P=6,903,285<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

P=6,903,285<br />

P=17,247,285<br />

P=6,903,285<br />

Additional investment 3,554,754 – 3,554,754 10,344,000<br />

Balance at end of year 10,458,039 6,903,285 20,802,039 17,247,285<br />

Accumulated equity in net earnings (loss) of<br />

associates:<br />

Balance at beginning of year (4,069,197) (4,619,641) – –<br />

Equity in net earnings (loss) during<br />

the year (see Note 15) (1,039,153) 550,444 – –<br />

Balance at end of year (5,108,350) (4,069,197) – –<br />

P=5,349,689 P=2,834,088 P=20,802,039 P=17,247,285<br />

*SGVMC108303*


- 14 -<br />

On October 1, 2004, the Parent Company acquired 240,500 shares of International <strong>Remittance</strong><br />

(Canada) Ltd (IRL) for P=10,344,000 for a premium of P4,983,052 (see Note 10).<br />

On July 8, 2005, the Parent Company’s BOD approved the incorporation of I-Remit Europe AG a<br />

stock corporation organized and registered in Austria. Accordingly, the Parent Company made on<br />

investment of P=3,554,754 in 2005. As of December 31, 2005, the investee has yet to start its<br />

operations.<br />

Investment account also includes the Parent Company’s 51% equity interest in Lucky Star<br />

Management Limited.<br />

9. Property and Equipment<br />

This account consists of:<br />

Cost<br />

Office and<br />

Communication<br />

Equipment<br />

Transportation<br />

and Delivery<br />

Equipment<br />

Group<br />

2005<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total 2004<br />

January 1 P=7,429,386 3,107,788 2,131,547 7,947,480 20,616,201 15,133,764<br />

Additions 1,822,064 – 377,404 1,496,580 3,696,048 5,482,437<br />

Disposals – – – 95,680 95,680 –<br />

December 31 9,251,450 3,107,788 2,508,9951 9,348,380 24,216,569 20,616,201<br />

Accumulated Depreciation and<br />

Amortization<br />

January 1 6,029,755 912,516 897,546 3,084,217 10,924,043 7,252,528<br />

Depreciation and amortization 1,100,363 596,068 428,644 1,589,888 3,714,963 3,671,506<br />

Disposals – – – 19,060 19,060 –<br />

December 31 7,130,118 1,508,584 1,326,190 4,655,045 14,619,937 10,924,034<br />

Net Book Value P=2,121,332 P=1,599,204 P=1,182,761 P=4,693,335 P=9,596,632 P=9,692,167<br />

Cost<br />

Office and<br />

Communication<br />

Equipment<br />

Transportation<br />

and Delivery<br />

Equipment<br />

Parent Company<br />

2005<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total 2004<br />

January 1 P=6,806,232 P=3,107,788 P=1,568,047 P=5,234,947 P=16,717,014 P=15,077,080<br />

Additions 1,675,835 – 91,461 1,347,594 3,114,890 1,639,934<br />

December 31 8,482,067 3,107,788 1,659,508 6,582,541 19,831,904 16,717,014<br />

Accumulated Depreciation and<br />

Amortization<br />

January 1 5,747,087 912,516 714,133 2,750,802 10,124,538 6,915,791<br />

Depreciation and amortization 990,901 596,068 312,553 1,046,989 2,946,511 3,208,747<br />

December 31 6,737,988 1,508,584 1,026,686 3,797,791 13,071,049 10,124,538<br />

Net Book Value P=1,744,079 P=1,599,204 P=632,822 P=2,784,750 P=6,760,855 P=6,592,476<br />

*SGVMC108303*


10. Other Noncurrent Assets<br />

This account consists of:<br />

- 15 -<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

Goodwill P=4,983,052 P=4,983,052 P=- P=-<br />

Software development cost - net 2,072,207 408,987 2,072,207 408,987<br />

Refundable deposits 1,753,893 1,414,649 1,342,821 1,113,061<br />

Others 44,000 44,000 44,000 44,000<br />

P=8,853,152 P=6,850,688 P=3,459,028 P=1,566,048<br />

Movements in software costs accounts follow:<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

(In Thousands)<br />

Balance at beginning of year P=408,987 P=1,125,919 P=408,987 P=1,125,919<br />

Additions 2,081,105 401,856 2,081,105 401,856<br />

Amortization (417,885) (1,118,788) (417,885) (1,118,788)<br />

Balance at end of year P=2,072,207 P=408,987 P=2,072,207 P=408,987<br />

11. Beneficiaries and Other Payables<br />

This account consists of:<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

Beneficiaries P=124,501,667 P=7,207,321 P=82,548,580 P=2,338,139<br />

Agents, couriers and trading clients 26,794,365 13,134,185 25,871,133 13,134,185<br />

Accrued expenses 7,605,047 8,212,762 7,605,047 8,212,762<br />

Advances from related parties<br />

(Note 19) 12,676,126 76,179,659 3,620,410 76,179,659<br />

Others 13,758,957 6,071,542 13,313,951 5,129,393<br />

P=185,336,162 110,805,469 P=132,959,121 P=104,994,138<br />

12. Interest-Bearing Loans<br />

This account includes unsecured, short-term interest-bearing peso-denominated loans amounting<br />

to P=85.5 million in 2005 and P=178.0 million in 2004 (see Note 15). These loans bear annual<br />

interest rates ranging from 5.00% to 13.00% in 2005 and 5.00% to 11.00% in 2004 (see Note 19).<br />

The Parent Company has unused credit facility amounting to P=377.3 million and P=122.0 million as<br />

of December 31, 2005 and 2004, respectively.<br />

*SGVMC108303*


13. Deposits on Future Stock Subscriptions<br />

- 16 -<br />

On November 12, 2004, the Parent Company’s BOD approved an additional P=30.0 million thereby<br />

increasing the deposits on future stock subscriptions from existing stockholders to P=53.0 million.<br />

The stockholders who also make up the BOD committed to convert these into the common stock<br />

of the Parent Company.<br />

14. Other Operating Expenses<br />

This account consists of:<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

Transportation and travel P=3,000,748 P= 3,367,386 P=1,500,666 P= 2,304,581<br />

Entertainment, amusement and<br />

recreation 2,353,424 2,351,489 2,131,680 2,351,489<br />

Taxes and licenses 1,614,491 430,908 552,929 359,644<br />

Insurance 1,207,311 853,919 1,062,873 853,919<br />

Retirement benefit expense 1,162,251 190,838 1,162,251 190,838<br />

Association dues 760,391 609,177 760,391 609,178<br />

Repairs and maintenance 558,112 228,778 233,250 228,778<br />

Write-off of receivables – 3,394,615 – 3,394,615<br />

Miscellaneous 1,716,682 966,532 1,029,831 430,259<br />

P=12,373,410 P=12,393,642 P=8,433,871 P=10,723,301<br />

15. Other Charges<br />

This account consists of:<br />

Group Parent Company<br />

2005 2004 2005 2004<br />

Interest expense (Notes 11 and 17) P=23,374,760 P=14,228,476 P=23,374,760 P=14,204,085<br />

Interest income (587,869) (617,169) (461,007) (617,169)<br />

Equity in net earnings of an associate<br />

(Note 8) 1,039,153 (550,444) – –<br />

Others (942,933) (3,015,766) (249,806) (13,637)<br />

P=22,883,111 P=10,045,097 P=22,663,947 P=13,573,279<br />

*SGVMC108303*


16. Common Stock<br />

This account consists of:<br />

- 17 -<br />

2005 2004<br />

Common stock - P=100 par value<br />

Authorized - 2,000,000 shares<br />

Issued – 500,000 shares P=50,000,000 P=50,000,000<br />

There was no issuance of shares in 2005 and 2004.<br />

17. Retirement Plan<br />

Provisions for pension obligations are established for benefits payable in the form of retirement<br />

pensions. Benefits are dependent on years of service and the respective employee’s final<br />

compensation.<br />

The Company determined its transitional liability for defined benefit plan as the present value of<br />

the obligation at the date of the adoption reduced by the fair value of plan assets. Transitional<br />

liability will be amortized prospectively over five years starting January 1, 2004. The following<br />

table shows the actuarial valuation results of the Company:<br />

Reconciliation between the unfunded obligation per actuarial report and the net liability<br />

recognized in the balance sheet follows:<br />

2005 2004<br />

Present value of unfunded obligations P=2,957,502 P=1,178,622<br />

Unrecognized amortization:<br />

Transitional liability (1,604,413) (714,432)<br />

Actuarial – (273,352)<br />

Net liability P=1,353,089 P=190,838<br />

Retirement expense is comprised of the following:<br />

2005 2004<br />

Current service cost P=368,231 P=380,421<br />

Interest cost 170,900 117,365<br />

Recognition of actuarial loss 623,120 –<br />

Nonrecognition of transitional liability – (306,948)<br />

Total pension expense P=1,162,251 P=190,838<br />

*SGVMC108303*


- 18 -<br />

The movements in the liability recognized in the balance sheet follows:<br />

2005 2004<br />

Net liability at beginning of year P=190,838 P=190,838<br />

Retirement expense recognized in the<br />

income statement 1,162,251 –<br />

Net liability at end of year P=1,353,089 P=190,838<br />

18. Operating Lease Commitment<br />

The Parent Company has operating lease agreements for its office space for a period of fifty-and-a<br />

half months (50 ½), which commenced on September 16, 2002 and expires on November 30,<br />

2006. These leases have an escalation clause of 10% on the 13th month of the lease term and<br />

every year thereafter and may be renewed under the terms and conditions mutually agreed upon by<br />

the Parent Company and the lessor. Rent expense pertaining to these leased properties amounted<br />

to P=3.87 million in 2005 and in 2004 (see Note 14).<br />

The Parent Company entered into a lease agreement in December 2005 for additional office space<br />

for a period of thirty-six months, which commences on February 1, 2006 and expires on<br />

January 31, 2009.<br />

19. Related Party Transactions<br />

In the ordinary course of business, the Group engages in transactions with related parties<br />

consisting primarily of the following:<br />

(a) Delivery services for a fee with Lucky Star-Hongkong for which revenue amounted to P=14.89<br />

million and P=16.85 million, respectively in 2005 and 2004, while receivables amounted to<br />

P=9.02 million and P=9.04 million as of December 31, 2005 and 2004, respectively (Note 6);<br />

(b) Delivery service for a fee with IRL. Revenue from these transactions amounted to P=14.27<br />

million in 2005 and P=13.68 million in 2004, while receivables amounted to P=74.19 million and<br />

P=59.17 million as of December 31, 2005 and 2004, respectively (Note 6).<br />

(c) Interest-bearing loans from stockholders, affiliated local bank, affiliated companies<br />

aggregating to P=138.76 million and P=262.40 million as of December 31, 2005 and 2004,<br />

respectively (see Note 8). Interest expense recognized on these loans amounted to<br />

P=19.02 million and P=10.67 million in 2005 and 2004, respectively; and<br />

*SGVMC108303*


- 19 -<br />

(d) Non-interest bearing operating cash advances to/from stockholders, associate and companies<br />

owned by the stockholders. The following table shows the details of advances to/from related<br />

parties:<br />

2005 2004<br />

Advances to related parties (Note 6):<br />

Stockholders P=– P=34,164,221<br />

Others 46,770,965 21,588,021<br />

P=46,770,965 P=55,752,242<br />

Compensation of Key Management Personnel of the Group<br />

The remuneration of directors and other members of key management are as follows:<br />

2005 2004<br />

Short-term benefits P=4,961,528 P=4,823,040<br />

Post-employment benefits 178,168 200,764<br />

P=5,139,696 P=5,023,804<br />

20. Registration with the Board of Investments<br />

The Company is registered with the Board of Investments (BOI) as a New Information<br />

Technology Service Firm in the field of Information Technology Services (<strong>Remittance</strong><br />

Infrastructure Systems) on a Non-Pioneer Status under the Omnibus Investments Code of 1987.<br />

The registration entitles the Company to, among others, income tax holiday for four (4) years from<br />

November 12, 2001. The Company’s income tax holiday has been extended until November 11,<br />

2007 as approved by BOI.<br />

*SGVMC108303*


PARTIES TO THE OFFER<br />

THE COMPANY<br />

I-Remit, Inc.<br />

26 th Floor Discovery Centre<br />

25 ADB Avenue, Ortigas Center<br />

1605 Pasig City, Philippines<br />

SOLE ISSUE MANAGER AND LEAD UNDERWRITER<br />

First Metro Investment Corporation<br />

20 th Floor GT Tower International<br />

6813 Ayala Avenue corner HV Dela Costa St.<br />

1227 Makati City, Philippines<br />

PARTICIPATING UNDERWRITERS<br />

AB Capital and Investment Corporation<br />

8 th Floor, PHINMA Plaza,<br />

39 Plaza Drive<br />

Rockwell Center<br />

1200 Makati City, Philippines<br />

RCBC Capital Corporation<br />

7 th Floor, Yuchengco Tower,<br />

RCBC Plaza,<br />

6819 Ayala Avenue,<br />

0727 Makati City, Philippines<br />

TRANSACTION COUNSEL<br />

Tan Venturanza Valdez<br />

2704 East Tower<br />

Philippine Stock Exchange Centre<br />

Exchange Road, Ortigas Center<br />

1605 Pasig City, Metro Manila, Philippines<br />

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS<br />

Sycip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City, Philippines

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