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Annual Report for the year ended 31 December 2009

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COVER SHEET<br />

A 2 0 0 1 0 1 6 3 1<br />

SEC Registration Number<br />

I - R E M I T , I N C . A N D S U B S I D I A R I E S<br />

(Company’s Full Name)<br />

2 6 / F D i s c o v e r y C e n t r e , 2 5 A D B A v e<br />

n u e , O r t i g a s C e n t e r , P a s i g C i t y<br />

(Business Address: No. Street City/Town/Province)<br />

Mr. HARRIS EDSEL D. JACILDO (02) 706 – 9999 Local 100/105/109<br />

(Contact Person) (Company Telephone Number)<br />

1 2 3 1 1 7 - A 0 7<br />

Month Day (Form Type) Month Day<br />

(Fiscal Year) (<strong>Annual</strong> Meeting)<br />

(Secondary License Type, If Applicable)<br />

Dept. Requiring this Doc. Am<strong>ended</strong> Articles Number/Section<br />

Total Amount of Borrowings<br />

Total No. of Stockholders Domestic Foreign<br />

To be accomplished by SEC Personnel concerned<br />

File Number LCU<br />

Document ID Cashier<br />

S T A M P S<br />

Remarks: Please use BLACK ink <strong>for</strong> scanning purposes.


I-REMIT, INC.<br />

AND SUBSIDIARIES<br />

(Company’s Full Name)<br />

26/F Discovery Centre, 25 ADB Avenue,<br />

Ortigas Center, Pasig City, 1605 Metro Manila<br />

(Company’s Address)<br />

(02) 706 – 9999 Local 100 / 105 / 109<br />

(Telephone Number)<br />

<strong>December</strong> <strong>31</strong><br />

(Fiscal Year Ending)<br />

(Month and Day)<br />

SEC FORM 17-A<br />

Form Type<br />

Amendment Designation (if applicable)<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong><br />

Period Ended Date<br />

(Secondary License Type and File Number)<br />

SEC Number A2001016<strong>31</strong><br />

PSE Code<br />

File Number


DOCUMENTS INCORPORATED BY REFERENCE<br />

Documents incorporated by reference in any part of this report:<br />

<strong>2009</strong> Audited Consolidated Financial Statements of I-Remit, Inc. and Subsidiaries<br />

(incorporated as reference <strong>for</strong> Items 1, 6, 7 and 8 of SEC Form 17-A)


TABLE OF CONTENTS<br />

PART I BUSINESS AND GENERAL INFORMATION<br />

Item 1 Business 1<br />

Item 2 Properties 30<br />

Item 3 Legal Proceedings 33<br />

Item 4 Submission of Matters to a Vote of Security Holders 34<br />

PART II OPERATIONAL AND FINANCIAL INFORMATION<br />

Item 5 Market <strong>for</strong> Issuer’s Common Equity and Related Stockholder Matters 35<br />

Item 6 Management’s Discussion and Analysis or Plan of Operation 39<br />

Item 7 Financial Statements 49<br />

Item 8 Changes in and Disagreements with Accountants on Accounting and Financial<br />

Disclosure<br />

49<br />

PART III CONTROL AND COMPENSATION INFORMATION<br />

Item 9 Directors and Executive Officers of <strong>the</strong> Issuer 53<br />

Item 10 Executive Compensation 66<br />

Item 11 Security Ownership of Certain Beneficial Owners and Management 68<br />

Item 12 Certain Relationships and Related Party Transactions 70<br />

PART IV CORPORATE GOVERNANCE<br />

Item 13 Corporate Governance 71<br />

PART V EXHIBITS AND SCHEDULES<br />

Item 14 a. Exhibit 76<br />

b. <strong>Report</strong>s on SEC Form 17-C 76<br />

SIGNATURES<br />

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES<br />

INDEX TO EXHIBIT


Item 1. Business<br />

(A) Description of Business<br />

(1) Business Development<br />

PART I. BUSINESS AND GENERAL INFORMATION<br />

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

engaged in <strong>the</strong> business of servicing <strong>the</strong> remittance needs of overseas Filipino workers<br />

(OFWs) and o<strong>the</strong>r migrant workers. The Parent Company was duly registered with <strong>the</strong><br />

Securities and Exchange Commission (SEC) on March 5, 2001 with SEC Registration No.<br />

A2001016<strong>31</strong>. It started commercial operations on November 11, 2001.<br />

The Parent Company and its subsidiaries (“Group”) are primarily engaged in <strong>the</strong> business of<br />

fund transfer and remittance services, from abroad into <strong>the</strong> Philippines or o<strong>the</strong>rwise, of any<br />

<strong>for</strong>m or kind of currencies or monies, ei<strong>the</strong>r by electronic, telegraphic, wire or any o<strong>the</strong>r mode<br />

of transfer; as well as in undertaking <strong>the</strong> delivery of such funds or monies, both in <strong>the</strong> domestic<br />

and international market, by providing courier or freight <strong>for</strong>warding services; and conducting<br />

<strong>for</strong>eign exchange transactions as may be provided by law and o<strong>the</strong>r allied activities relative<br />

<strong>the</strong>reto; provided that <strong>the</strong> <strong>for</strong>eign exchange transactions of <strong>the</strong> Parent Company shall be<br />

limited to ordinary money changing activity or “spot” <strong>for</strong>eign currency transaction; provided<br />

fur<strong>the</strong>r that <strong>the</strong> Parent Company shall not engage in <strong>the</strong> business of being a commodity future<br />

broker or o<strong>the</strong>rwise shall engage in financial derivatives activities such as <strong>for</strong>eign currency<br />

swaps, <strong>for</strong>wards, options or o<strong>the</strong>r similar instruments as defined under Bangko Sentral ng<br />

Pilipinas (BSP) Circular No. 102, Series of 1995.<br />

The Parent Company is duly registered as a Remittance Agent (RA) subject to applicable<br />

provisions of law and BSP rules and regulations, as well as <strong>the</strong> provisions of <strong>the</strong> Anti-Money<br />

Laundering Act of 2001 (Republic Act. No. 9160, as am<strong>ended</strong> by Republic Act. No. 9194) and<br />

<strong>the</strong> implementing rules and regulations, with Certificate No. FX-2005-000364 issued by <strong>the</strong><br />

BSP on May 10, 2005.<br />

The Parent Company’s list of services also includes auxiliary services such as liaising and<br />

coordinating with, and accepting and distributing membership contributions, loan amortization<br />

payments, and premium payments to various government and non-government entities such<br />

as <strong>the</strong> Social Security System (SSS), <strong>the</strong> Home Development Mutual Fund (HDMF or Pag-<br />

IBIG), <strong>the</strong> Philippine Retirement Authority (PRA) and <strong>the</strong> Philippine Health Insurance<br />

Corporation (PhilHealth), as well as various insurance, pre-need, and real estate companies.<br />

The Parent Company is to exist <strong>for</strong> fifty (50) <strong>year</strong>s from and after <strong>the</strong> date of incorporation.<br />

The registered office and principal place of business of <strong>the</strong> Parent Company is 26/F Discovery<br />

Centre, ADB Avenue, Ortigas Center, Pasig City, 1605 Metro Manila, Philippines.<br />

The Company also operates in various countries through subsidiaries, associates, or affiliates,<br />

and via tie-ups and strategic partnerships. Tie-up and partnership arrangements are utilized<br />

when <strong>the</strong> potential volume of remittances do not justify <strong>the</strong> investment of equity.<br />

1


I-Remit currently operates in 27 countries and territories worldwide.<br />

Lucky Star Management Limited, <strong>the</strong> first international office of I-Remit, opened in Hong Kong<br />

in May 2001. In <strong>the</strong> same <strong>year</strong>, I-Remit started its aggressive global expansion by <strong>for</strong>ging<br />

alliances in o<strong>the</strong>r countries with high concentrations of overseas Filipino workers (OFWs) and<br />

Filipino migrants. In July 2001, I-Remit <strong>for</strong>ged a tie-up with its Canadian partner International<br />

Remittance (Canada) Ltd., and established operations in three (3) major provinces of Canada:<br />

British Columbia, Alberta, and Ontario. In 2005, I-Remit acquired 65% ownership in <strong>the</strong> said<br />

company, and which was subsequently increased to 95% in 2006, and fur<strong>the</strong>r consolidated to<br />

100% by <strong>the</strong> end of June 2007. Also, in July 2001, I-Remit entered into its first European<br />

partnership in <strong>the</strong> United Kingdom (UK), and eventually started <strong>the</strong> operation of its subsidiary,<br />

IRemit Global Remittance Limited, in January 2003. It was sold by <strong>the</strong> Company in 2004 and<br />

was repurchased in June 2007. I-Remit started its second Asian operation in Singapore<br />

through IRemit Singapore Pte Ltd, which commenced its commercial operations in October<br />

2001. I-Remit acquired 49% ownership in <strong>the</strong> said company in June 2007. I-Remit fur<strong>the</strong>r<br />

expanded in Asia through a tie-up in Taiwan, Hwa Kung Hong & Co., Ltd., which became<br />

operational in 2001. I-Remit acquired 49% ownership in <strong>the</strong> said tie-up in July <strong>2009</strong>. I-Remit<br />

<strong>for</strong>ged a tie-up in Australia that began its operations in September 2002. I-Remit Australia Pty<br />

Ltd (“IAPL”) was incorporated in <strong>December</strong> 2002 and in June 2007 ownership has been<br />

consolidated to 100%. Worldwide Exchange Pty Ltd (“WEPL”) in Australia started commercial<br />

operations in September 2003. The Company acquired 20% ownership of WEPL in June 2007<br />

and additional 15% ownership in September 2007. With its 30% indirect voting interest<br />

through IAPL, I-Remit effectively owns 65.00% of WEPL. On July 25, 2007, <strong>the</strong> Financial<br />

Monetary Authority of Austria granted <strong>the</strong> remittance license of IREMIT EUROPE Remittance<br />

Consulting AG in which <strong>the</strong> Company has 74.9% equity interest. It started commercial<br />

operations on September 16, 2007. In November <strong>2009</strong>, IREMIT EUROPE Remittance<br />

Consulting AG was registered by Banca D’Italia Eurosistema in <strong>the</strong> general list of financial<br />

intermediaries as a provider of money transfer services under Article 106 of <strong>the</strong> legislative<br />

decree 385/1993 of Italy’s Banking Law. I-Remit New Zealand Limited, a wholly-owned<br />

subsidiary was incorporated and its registration was approved by <strong>the</strong> New Zealand Ministry of<br />

Economic Development on September 11, 2007. It started commercial operations on<br />

February 13, 2008. On November 28, 2008, I-Remit’s Board of Directors (“Board”) ratified <strong>the</strong><br />

acquisition of <strong>the</strong> 100.00% ownership interest in Power Star Asia Group Limited, a company<br />

based in Hong Kong which is engaged in <strong>for</strong>eign currency trading. On January 9, <strong>2009</strong>, <strong>the</strong><br />

Board of I-Remit authorized <strong>the</strong> acquisition of up to 49% of <strong>the</strong> outstanding capital stock of<br />

Hwa Kung Hong & Co., Ltd., a company engaged in <strong>the</strong> remittance business in Taiwan with<br />

offices in Taipei and Kaohsiung. The acquisition of <strong>the</strong> shares was completed on July 1, <strong>2009</strong>.<br />

The Company’s presence in various countries hosting overseas Filipino workers (OFWs) and<br />

Filipino migrants and several strategic partnerships and tie-ups with various local and<br />

international banks, pawnshops, couriers, and telecommunications companies makes it <strong>the</strong><br />

largest independent local remittance company.<br />

The Company was also <strong>the</strong> first remittance company registered with <strong>the</strong> Board of Investments<br />

(BOI) as a New In<strong>for</strong>mation Technology (IT) Service Firm in <strong>the</strong> Field of In<strong>for</strong>mation<br />

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

Omnibus Investments Code of 1987 which entitled <strong>the</strong> Company to Income Tax Holiday (ITH)<br />

Incentive <strong>for</strong> four (4) <strong>year</strong>s and which was later ext<strong>ended</strong> to two (2) <strong>year</strong>s and which expired<br />

on November 11, 2007.<br />

2


I-Remit’s vision is to become <strong>the</strong> ultimate choice remittance service provider globally and to<br />

capture a significant share of <strong>the</strong> huge annual inward remittances of OFWs around <strong>the</strong> world.<br />

It will achieve <strong>the</strong>se by using <strong>the</strong> latest in in<strong>for</strong>mation technology and communication<br />

technology through <strong>the</strong> Internet plat<strong>for</strong>m in delivering its products and services to its target<br />

customers.<br />

The Company was initially incorporated with a capital stock of two hundred million pesos (PHP<br />

200,000,000) divided into two million shares with a par value of one hundred pesos (PHP 100)<br />

per share.<br />

The subscribers at incorporation are <strong>the</strong> following:<br />

Name Nationality No. of Shares<br />

Subscribed<br />

3<br />

Amount of Capital<br />

Stock Subscribed<br />

(PHP)<br />

Amount Paid on<br />

Subscription (PHP)<br />

iVantage Corporation Filipino 999,993 99,999,300.00 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<br />

David R. de Leon Filipino 1 100.00 100.00<br />

Randolph C. de Leon Filipino 1 100.00 100.00<br />

TOTAL 1,000,000 100,000,000.00 50,000,000.00<br />

On August 15, 2001, iVantage Corporation sold all its titles, rights, interests and obligations in<br />

and to all its subscribed shares in <strong>the</strong> Company to <strong>the</strong> following:<br />

Name Nationality No. of Shares<br />

Subscribed<br />

Amount of Capital<br />

Stock Subscribed<br />

(PHP)<br />

Amount Paid on<br />

Subscription (PHP)<br />

JTKC Equities, Inc. Filipino 650,000 65,000,000.00 32,500,000.00<br />

Surewell Equities, Inc. Filipino 300,000 30,000,000.00 15,000,000.00<br />

JPSA Global Services Co. Filipino 50,000 5,000,000.00 2,500,000.00<br />

TOTAL 1,000,000 100,000,000.00 50,000,000.00<br />

The new shareholders assumed pro rata <strong>the</strong> subscription payable to I-Remit, Inc. of iVantage<br />

Corporation amounting to fifty million pesos (PHP 50,000,000).<br />

On February 8, 2005, JTKC Equities, Inc. assigned all of its rights, interests and obligations in<br />

and to its entire subscription consisting of 650,000 shares in <strong>the</strong> Company unto Deighton<br />

Limited, a corporation organized and existing under <strong>the</strong> laws of Hong Kong.<br />

On June 27, 2007, JTKC Equities, Inc. bought back <strong>the</strong> 650,000 shares in <strong>the</strong> Company from<br />

Deighton Limited.


On June 29, 2007, <strong>the</strong> Board and <strong>the</strong> stockholders of <strong>the</strong> Company approved <strong>the</strong> following<br />

amendments to <strong>the</strong> Articles of Incorporation and By-Laws:<br />

On <strong>the</strong> Articles of Incorporation<br />

1. Reduction of par value per share from PHP 100.00 to PHP 1.00 per share;<br />

2. Increase in authorized capital stock from PHP 200 million to PHP 1.0 billion;<br />

3. Denial of pre-emptive rights;<br />

4. Authority of <strong>the</strong> Board of Directors to grant stock options, issue warrants or enter into<br />

stock purchase or similar agreements;<br />

On <strong>the</strong> By-Laws<br />

1. Period <strong>for</strong> closing of stock and transfer book or fixing of record date;<br />

2. Period <strong>for</strong> notice of stockholders’ meeting;<br />

3. Deadline <strong>for</strong> <strong>the</strong> submission / revocation of proxies;<br />

4. Number, term of office, qualifications, and disqualifications;<br />

5. Additional requirements <strong>for</strong> independent directors;<br />

6. Election of directors;<br />

7. Place of meeting of <strong>the</strong> Board of Directors;<br />

8. Vacancies;<br />

9. Constitution of a Nomination Committee; and<br />

10. The addition of one or more Vice Chairmen to <strong>the</strong> list of officers of <strong>the</strong> Company.<br />

On July 20, 2007, <strong>the</strong> Board approved a Special Stock Purchase Program (“SSPP”) <strong>for</strong> its<br />

directors, <strong>the</strong> officers and employees of <strong>the</strong> Company who have been in service <strong>for</strong> at least<br />

one (1) calendar <strong>year</strong> as of June 30, 2007, and <strong>the</strong> Company’s resource persons and<br />

consultants. A total of fifteen million (15,000,000) shares of <strong>the</strong> Company, at a par value of<br />

one peso (PHP 1.00) per share, was allocated under <strong>the</strong> SSPP. The shares were allocated to<br />

those eligible to avail of <strong>the</strong> shares based on a <strong>for</strong>mula developed by <strong>the</strong> Company’s SSPP<br />

Committee and approved by <strong>the</strong> Board of Directors.<br />

The Board of Directors of <strong>the</strong> Company also declared stock dividends worth PHP<br />

43,000,000.00 to its shareholders on July 20, 2007, which declaration was subsequently<br />

ratified and confirmed by <strong>the</strong> Company’s shareholders during <strong>the</strong>ir annual meeting held on <strong>the</strong><br />

same day, immediately after <strong>the</strong> Board meeting. The Record Date was set on August 19,<br />

2007, thirty (30) days from <strong>the</strong> date of approval of <strong>the</strong> Company’s shareholders.<br />

On August 22, 2007, <strong>the</strong> Securities and Exchange Commission (“SEC”) approved <strong>the</strong><br />

Am<strong>ended</strong> Articles of Incorporation and By-Laws of <strong>the</strong> Company.<br />

The shares subscribed and paid-up subsequent to <strong>the</strong> increase in capital stock were as<br />

follows:<br />

Name Nationality No. of Shares<br />

Subscribed<br />

4<br />

Amount of Capital<br />

Stock Subscribed<br />

(PHP)<br />

Amount Paid on<br />

Subscription (PHP)<br />

Star Equities Inc. Filipino 158,418,225 158,418,225.00 158,418,225.00<br />

Surewell Equities, Inc. Filipino 119,100,000 119,100,000.00 119,100,000.00<br />

JTKC Equities, Inc. Filipino 99,6<strong>31</strong>,775 99,6<strong>31</strong>,775.00 99,6<strong>31</strong>,775.00<br />

JPSA Global Services Co. Filipino 19,850,000 19,850,000.00 19,850,000.00<br />

TOTAL 397,000,000 397,000,000.00 397,000,000.00<br />

On September 13, 2007, <strong>the</strong> SEC granted to <strong>the</strong> Company an exemption from registration of<br />

<strong>the</strong> SSPP shares under Section 10.2 of <strong>the</strong> SRC. On September 20, 2007, <strong>the</strong> Company<br />

issued to <strong>the</strong> directors, officers and employees eligible to avail of <strong>the</strong> SSPP <strong>the</strong>ir respective<br />

shares under <strong>the</strong> program. Notwithstanding <strong>the</strong> a<strong>for</strong>esaid confirmation of <strong>the</strong> exempt status of<br />

<strong>the</strong> SSPP shares, <strong>the</strong> SEC none<strong>the</strong>less required <strong>the</strong> Corporation to include <strong>the</strong> SSPP shares<br />

among <strong>the</strong> shares of iRemit which were registered with <strong>the</strong> Commission prior to <strong>the</strong> conduct of<br />

its Initial Public Offering (IPO) in October 2007. The registration of <strong>the</strong> I-Remit shares, toge<strong>the</strong>r<br />

with <strong>the</strong> SSPP shares, was rendered effective on October 5, 2007.


All 15,000,000 shares were subscribed. The shares subject of <strong>the</strong> SSPP were sold at par<br />

value or PHP 1.00 per share payable in full and in cash and subject to a lock-up period of two<br />

(2) <strong>year</strong>s from date of issue which <strong>ended</strong> on September 19, <strong>2009</strong>. The sale is fur<strong>the</strong>r subject<br />

to <strong>the</strong> condition that should an officer or an employee resign from <strong>the</strong> Company prior to <strong>the</strong><br />

expiration of <strong>the</strong> lock-up period, <strong>the</strong> shares purchased by such resigning employee or officer<br />

shall be purchased at cost by <strong>the</strong> Company’s Retirement Fund (“Retirement Fund”) <strong>for</strong> <strong>the</strong><br />

benefit of retiring employees or officers. Total share purchases amounting to PHP11.74 million<br />

were paid in full while <strong>the</strong> difference amounting to PHP3.26 million were paid by way of salary<br />

loan. The shares acquired through <strong>the</strong> SSPP were subject to a lock-up period of two (2) <strong>year</strong>s<br />

from <strong>the</strong> date of issue which <strong>ended</strong> on September 19, <strong>2009</strong>.<br />

On May 18, 2007, <strong>the</strong> Board of Directors of <strong>the</strong> Company approved <strong>the</strong> listing of its shares with<br />

<strong>the</strong> Philippine Stock Exchange (“PSE”) in an initial public offering (IPO).<br />

The Board of Directors of <strong>the</strong> PSE, in its regular meeting on September 27, 2007, approved<br />

<strong>the</strong> Company’s application to list its common shares with <strong>the</strong> PSE. On October 5, 2007, <strong>the</strong><br />

Securities and Exchange Commission declared <strong>the</strong> Company’s Registration Statement in<br />

respect of <strong>the</strong> IPO effective and issued <strong>the</strong> Certificate of Permit to Offer Securities <strong>for</strong> Sale in<br />

respect of <strong>the</strong> offer shares.<br />

The Company offered <strong>for</strong> subscription a total of 140,604,000 common shares each with par<br />

value of PHP 1.00 per share. Consisting of (i) 107,417,000 new common shares issued and<br />

offered by <strong>the</strong> Company by way of a primary offer and (ii) a total of 33,187,000 existing shares<br />

offered by selling shareholders, JTKC Equities, Inc. (21,571,550 common shares issued),<br />

Surewell Equities (9,956,100 common shares offered), and JPSA Global Services Co.<br />

(1,659,350 common shares offered) pursuant to a secondary offer.<br />

On October 17, 2007, <strong>the</strong> Company completed its IPO of 140,604,000 common shares,<br />

representing slightly above 25% of <strong>the</strong> total outstanding capital stock of 562,367,000 (net of<br />

50,000 treasury shares) at an offer price of PHP 4.68 per share <strong>for</strong> total gross proceeds of<br />

PHP 658,026,720.00.<br />

The net proceeds from <strong>the</strong> primary offer of PHP 466,198,457.05, determined by deducting<br />

from <strong>the</strong> gross proceeds of <strong>the</strong> primary offer <strong>the</strong> Company’s pro-rated share in <strong>the</strong> professional<br />

fees, underwriting and selling fees, listing and filing fees, taxes and o<strong>the</strong>r related fees and<br />

expenses, is int<strong>ended</strong> to be used by <strong>the</strong> Company to finance, in part, its expansion in o<strong>the</strong>r<br />

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

On August 16, 2008, <strong>the</strong> Board of <strong>the</strong> Company authorized <strong>the</strong> buy-back from <strong>the</strong> market of up<br />

to 10 million shares, representing approximately 1.78% of I-Remit’s outstanding common<br />

shares. The program was adopted with <strong>the</strong> objective of preserving <strong>the</strong> value of <strong>the</strong> Company’s<br />

shares, which was grossly undervalued at that time. The program also sought to boost<br />

investor confidence in <strong>the</strong> Company. A total of 9,329,000 shares have been purchased and<br />

lodged as treasury shares.<br />

As of March <strong>31</strong>, 2010, <strong>the</strong> Company’s capital structure is as follows:<br />

5<br />

Amount of Capital<br />

Stock Subscribed<br />

% to Total<br />

Number of<br />

Shares<br />

Name Nationality<br />

No. of Shares<br />

Subscribed<br />

(PHP)<br />

Star Equities Inc. Filipino 158,418,225 158,418,225.00 28.64<br />

Surewell Equities, Inc. Filipino 122,043,900 122,043,900.00 22.07<br />

JTKC Equities, Inc. Filipino 106,010,225 106,010,225.00 19.17<br />

JPSA Global Services Co. Filipino 20,340,650 20,340,650.00 3.68<br />

Public Various 146,275,000 146,275,000.00 26.44<br />

Total, March <strong>31</strong>, 2010 553,088,000 553,088,000.00 100.00<br />

The Company’s general expansion plans in 2010 include <strong>the</strong> opening of new and/or additional<br />

offices or <strong>the</strong> engagement of new tie-ups and partners in Australia, Canada, Italy, Ireland,<br />

Macau, Saudi Arabia, and Switzerland.


(2) Business of Issuer<br />

(a) Description of Registrant<br />

The Parent Company and its subsidiaries are primarily engaged in <strong>the</strong> business of fund<br />

transfer and remittance services of any <strong>for</strong>m or kind of currencies or monies, ei<strong>the</strong>r by<br />

electronic, telegraphic, wire or any o<strong>the</strong>r mode of transfer, as well as undertakes <strong>the</strong><br />

delivery of such funds or monies, both in <strong>the</strong> domestic and international market, by<br />

providing ei<strong>the</strong>r courier or freight <strong>for</strong>warding services; and conducts <strong>for</strong>eign exchange<br />

transactions as may be allowed by law and o<strong>the</strong>r allied activities relative <strong>the</strong>reto.<br />

The Company’s subsidiaries are as follows:<br />

International Remittance (Canada) Ltd., a wholly-owned subsidiary, was incorporated<br />

on July 16, 2001. It started initially as a tie-up and partner of I-Remit, establishing its<br />

operations in three (3) major provinces in Canada, namely: British Columbia, Alberta<br />

and Ontario. In 2005, I-Remit acquired 65% ownership in <strong>the</strong> company that<br />

subsequently increased to 95% in 2006, and eventually consolidated to 100% on June<br />

29, 2007. The Filipino community is <strong>the</strong> third largest minority group in Canada. There<br />

are 350,000 Filipino migrant families and about 500,000 Filipinos in Canada mostly in<br />

Toronto, Montreal, and Vancouver.<br />

I-Remit Australia Pty Ltd, a wholly-owned subsidiary, is a registered company under <strong>the</strong><br />

Australian Corporations Act 2001. It was incorporated on <strong>December</strong> 10, 2002 in<br />

Victoria, Australia and as of June 29, 2007, <strong>the</strong> Company’s ownership in I-Remit<br />

Australia has been consolidated to 100%. It has no regular employees and has not<br />

engaged, since incorporation, in any material activities o<strong>the</strong>r than those related to <strong>the</strong><br />

maintenance of a bank account with ANZ Bank (Australia and New Zealand Banking<br />

Group Limited) where I-Remit’s subsidiary and tie-ups in Australia deposit <strong>the</strong><br />

remittances that <strong>the</strong>y receive <strong>for</strong> purpose of eventually transferring <strong>the</strong> accumulated<br />

balance to I-Remit’s bank account in <strong>the</strong> Philippines.<br />

IREMIT EUROPE Remittance Consulting AG (74.9% owned) was incorporated on 20<br />

July 2005 in Vienna, Austria. It started commercial operations on September 16, 2007.<br />

There are about 30,000 Filipinos in Austria. In November <strong>2009</strong>, IREMIT EUROPE<br />

Remittance Consulting AG was registered by Banca D’Italia Eurosistema in <strong>the</strong> general<br />

list of financial intermediaries as a provider of money transfer services under Article 106<br />

of <strong>the</strong> legislative decree 385/1993 of Italy’s Banking Law.<br />

IRemit Global Remittance Limited, a wholly-owned subsidiary, is a private limited<br />

company in <strong>the</strong> United Kingdom and Wales (with company number 04239974) that was<br />

incorporated on June 22, 2001. It started commercial operations in July 2001. Initially,<br />

<strong>the</strong> Company had a 96% equity interest in <strong>the</strong> IRemit Global Remittance Limited until it<br />

was sold on January 18, 2004. I-Remit repurchased it on June 29, 2007 and acquired<br />

100% ownership interest. Filipinos are <strong>the</strong> fourth largest source of immigrants to <strong>the</strong><br />

United Kingdom. There were approximately 200,000 Filipinos living and working in <strong>the</strong><br />

United Kingdom as nurses, caregivers in public and private nursing homes, medical<br />

professionals and chambermaids.<br />

I-Remit New Zealand Limited, a wholly-owned subsidiary was incorporated on<br />

September 11, 2007. Its registration was approved by <strong>the</strong> New Zealand Ministry of<br />

Economic Development last September 11, 2007. The company started operating<br />

commercially on February 13, 2008. There are over 20,000 Filipinos in New Zealand.<br />

Lucky Star Management Limited, a wholly-owned subsidiary, was incorporated on<br />

March 16, 2001 as a limited liability company whose principal activity is <strong>the</strong> provision of<br />

remittance services under <strong>the</strong> Companies Ordinance of Hong Kong. It was <strong>the</strong> first<br />

international branch of I-Remit and, to date, it has three (3) branches in Hong Kong at<br />

<strong>the</strong> Central District, <strong>the</strong> Admiralty, and Tsuen Wan. Hong Kong is one of <strong>the</strong> top<br />

destinations of land-based OFWs in Asia. There are on average around 140,000<br />

Filipinos in Hong Kong, most of whom find work as domestic household helpers.<br />

6


Power Star Asia Group Limited is a company incorporated in Hong Kong that is<br />

engaged in <strong>for</strong>eign exchange trading activities. It was acquired by I-Remit on<br />

November 12, 2008 with <strong>the</strong> purchase of its 1,000,000 outstanding shares <strong>for</strong> a total<br />

consideration of HKD1,000,000 with <strong>the</strong> intention of outsourcing some of its <strong>for</strong>eign<br />

exchange activities to a company located in one of <strong>the</strong> regional financial centers in<br />

Asia.<br />

Worldwide Exchange Pty Ltd (consisting of direct voting interest of 35% and indirect<br />

voting interest through I-Remit Australia Pty Ltd of 30%) was incorporated on<br />

September 29, 2003 in Queensland, Australia. It started commercial operations in<br />

September 2002. It currently has three (3) branches located in Blacktown and in<br />

Liverpool in Sydney, New South Wales and in Perth, Western Australia. The Filipino-<br />

Australian community is composed of approximately 200,000 immigrants, many of<br />

whom moved to Australia from <strong>the</strong> Philippines in <strong>the</strong> early 1980’s.<br />

The Company’s associates are as follows:<br />

IRemit Singapore Pte Ltd (49% owned) (Company Reg. No. 200103087H) is a private<br />

limited company incorporated in Singapore whose principal business activity is to carry<br />

on <strong>the</strong> business of money remittance services. It was incorporated on May 11, 2001<br />

and started commercial operations in October 2001. There are about 136,000 Filipinos<br />

in Singapore who work as household workers, medical workers, IT professionals, and<br />

construction workers.<br />

Hwa Kung Hong & Co. Ltd. (49% owned) is a company engaged in <strong>the</strong> remittance<br />

business in Taiwan. It has offices in Taipei and Kaohsiung. On January 9, <strong>2009</strong>, <strong>the</strong><br />

Board of I-Remit authorized <strong>the</strong> acquisition of up to 49% of <strong>the</strong> outstanding capital<br />

stock of Hwa Kung Hong & Co. Ltd. The acquisition of <strong>the</strong> shares was completed on<br />

July 1, <strong>2009</strong>.<br />

7


Principal Products and Services<br />

Through <strong>the</strong> <strong>year</strong>s, I-Remit has developed products and services that cater specifically<br />

to <strong>the</strong> various remittance needs of OFWs and o<strong>the</strong>r migrant workers as follows:<br />

Bank-to-Bank A facility <strong>for</strong> “same-day” online crediting to a bank<br />

account in <strong>the</strong> Philippines. A remittance received<br />

be<strong>for</strong>e 12:00 noon Manila time may be withdrawn by<br />

<strong>the</strong> designated beneficiary from any BancNet,<br />

MegaLink, or ExpressNet automated teller machine<br />

(ATM) on <strong>the</strong> same day of <strong>the</strong> remittance transaction.<br />

BancNet has 59 member banks and subscribers and<br />

almost 4,000 ATMs nationwide. Megalink has 19<br />

member banks and 2,478 ATMs nationwide.<br />

ExpressNet has seven (7) member banks and 2,213<br />

ATMs nationwide.<br />

Door-to-Door Delivery of cash remittances to designated<br />

beneficiaries through third party couriers. I-Remit has<br />

<strong>the</strong> widest delivery reach nationwide, capable of<br />

delivering cash remittances within <strong>the</strong> day <strong>for</strong><br />

beneficiaries in Metro Manila and <strong>the</strong> province of Rizal.<br />

Next-day deliveries may be made in <strong>the</strong> following cities<br />

and provinces: Batangas, Bulacan, Cavite, Cebu,<br />

Davao, Laguna, La Union, Pampanga, Pangasinan,<br />

Tacloban, and Tarlac. Deliveries in o<strong>the</strong>r remote areas<br />

may be made in two (2) to three (3) days or more<br />

depending on <strong>the</strong> actual location of <strong>the</strong> beneficiary. I-<br />

Remit can deliver in 17 regions, 79 provinces, and 136<br />

cities and municipalities in <strong>the</strong> country.<br />

8


Notify-to-Pay Allows a beneficiary in <strong>the</strong> Philippines to pick-up a<br />

remittance in any of I-Remit’s 5,228 pay-out stations<br />

nationwide within 24 hours. These designated pay-out<br />

stations number 1,773 in Metro Manila, 1,644 in <strong>the</strong><br />

rest of Luzon, 1,018 in <strong>the</strong> Visayas, and 793 in<br />

Mindanao. I-Remit has tied-up with <strong>the</strong> following<br />

institutions whose branches serve as pay-out stations:<br />

Asiatrust Development Bank, Banco Filipino Savings<br />

and Mortgage Bank, Bank of <strong>the</strong> Philippine Islands,<br />

Bayad Center, Cebuana Lhuillier, China Banking<br />

Corporation, Land Bank of <strong>the</strong> Philippines, Philippine<br />

National Bank, Mindanao Capital Corporation, ML<br />

Kwarta Padala, One Network Rural Bank, Inc.,<br />

Philippine Savings Bank, Philippine Veterans Bank,<br />

Premiere Development Bank, Rural Bank of Malinao,<br />

Security Bank Corporation, Sterling Bank of Asia, Inc.<br />

(A Savings Bank), Tambunting Pawnshops, Union<br />

Bank of <strong>the</strong> Philippines, Maybank Philippines, Inc.,<br />

United Coconut Planters Bank, UCPB Savings Bank,<br />

Rural Bank of Malinao, and Wilmon Group.<br />

Visa Card I-Remit Visa Card is a “debit and ATM card in one”<br />

through which remitters can send money to <strong>the</strong>ir<br />

beneficiaries almost instantaneously. Cardholders may<br />

withdraw cash from more than 8,600 BancNet,<br />

MegaLink, or ExpressNet ATMs in <strong>the</strong> Philippines and<br />

any Visa ATM worldwide. As a debit card, cardholders<br />

may use <strong>the</strong> I-Remit Visa Card to pay <strong>for</strong> <strong>the</strong>ir<br />

purchases from any of <strong>the</strong> 12 million Visa-affiliated<br />

merchant establishments in over 170 countries<br />

worldwide. The I-Remit Visa Card is issued in<br />

partnership with Chinatrust (Philippines) Commercial<br />

Bank Corporation while <strong>the</strong> Visa Electron Card is<br />

issued in partnership with <strong>the</strong> Standard Chartered<br />

Bank Philippines. In 2008, I-Remit also introduced <strong>the</strong><br />

I-Remit Shop ‘N’ Pay Card in partnership with Sterling<br />

Bank of Asia (A Savings Bank). The I-Remit Shop ‘N’<br />

Pay Card utilizes <strong>the</strong> EMV (Europay, MasterCard,<br />

Visa) technology, <strong>the</strong> standard <strong>for</strong> <strong>the</strong> interoperation of<br />

IC cards (“chip cards”) and IC capable POS terminals<br />

and ATMs, <strong>for</strong> au<strong>the</strong>nticating credit and debit card<br />

payments.<br />

9


Auxiliary Services I-Remit is authorized to accept payments and/or<br />

contributions or premiums from Filipinos abroad <strong>for</strong> <strong>the</strong><br />

following government agencies and private companies:<br />

Social Security System (SSS); Overseas Workers<br />

Welfare Administration (OWWA); Home Development<br />

Mutual Fund (HDMF or Pag-IBIG Fund); Philippine<br />

Health Insurance Corporation (PhilHealth); Philippine<br />

Retirement Authority; Loyola Plans Consolidated, Inc. ;<br />

Platinum Plans Phil., Inc.; Confed Properties, Inc. ;<br />

Surewell Equities, Inc. ; Robinsons Homes, Inc.;<br />

Dynamic Realty and Resources Corporation; CHMI<br />

Land, Inc.; Firm Builders Realty Development<br />

Corporation; Regent Pearl; Earth+Style Corporation;<br />

Extraordinary Development Corporation; Earth Prosper<br />

Corporation; Earth Aspire Corporation; P.A. Alvarez<br />

Properties and Development Corporation; San Marco<br />

Realty and Development Corporation; PHINMA<br />

Property Holdings Corporation; NJR Realty and<br />

Development; R. J. Lhinet Development Corporation;<br />

Pueblo de Oro Development Corporation;<br />

Homeowners Development Corporation; Ledesco<br />

Development Corporation; Nippon Credit Co., Inc.; and<br />

Kabalikat ng OFW.<br />

SMS (Short Message<br />

Service) via Globe G-<br />

Cash and Smart Padala<br />

iRemit Direct Online<br />

Remittance System<br />

(iDOL)<br />

10<br />

Beneficiaries may encash remittances in more than<br />

5,000 Globe G-Cash and Smart Padala encashment<br />

centers and ATMs nationwide once received on <strong>the</strong>ir<br />

mobile phones. Beneficiaries may also use <strong>the</strong> facility<br />

<strong>for</strong> “cashless shopping” in G-Cash and Smart affiliated<br />

business establishments.<br />

iDOL is I-Remit’s Internet-based remittance service in<br />

<strong>the</strong> Philippines. The product aims to offer convenient<br />

and secure remittance services to Filipinos everywhere<br />

that have Internet access.


I-Remit derives its income from remittance transactions in <strong>the</strong> <strong>for</strong>m of: (i) service fees,<br />

and (ii) on <strong>the</strong> spread on <strong>the</strong> applicable <strong>for</strong>eign exchange rate <strong>for</strong> each conversion of<br />

any remittance to <strong>the</strong> Philippines. Service fees cover all logistical and operational<br />

expenses of <strong>the</strong> Company and its partner or tie-up company <strong>for</strong> each remittance<br />

transaction. These fees vary per country of operation depending on competition and<br />

<strong>the</strong> current <strong>for</strong>eign exchange situation. The timing of a remittance is also a<br />

consideration in applying a <strong>for</strong>eign exchange factor.<br />

Percentage of Sales or Revenues Contributed by Foreign Sales<br />

I-Remit operates in various countries through its subsidiaries and associates or through<br />

tie-ups. The <strong>for</strong>mer allows <strong>the</strong> Company to own up to 100% equity while <strong>the</strong> latter is<br />

through agent-partner agreements. Partnership arrangements are utilized when <strong>the</strong><br />

volume of remittances do not justify incorporating new companies.<br />

Due to <strong>the</strong> nature of its business, all of <strong>the</strong> Company’s sales or revenues are from<br />

<strong>for</strong>eign sales.<br />

The percentage shares of <strong>the</strong> Company’s major markets in terms of total value of<br />

inward remittances (in US dollar amounts) is as follows:<br />

Share in Value (in USD) of Remittances<br />

Region <strong>2009</strong> 2008 2007<br />

Asia-Pacific 33% 34% 34%<br />

Europe 12% 13% 18%<br />

Middle East 20% 21% 18%<br />

North America 17% 15% 17%<br />

O<strong>the</strong>rs 18% 17% 13%<br />

Total 100% 100% 100%<br />

The percentage shares of <strong>the</strong> Company’s major markets in terms of <strong>the</strong> volume<br />

(number of transactions) of inward remittance transactions is as follows:<br />

Share in Volume (in No. of Transactions) of Remittances<br />

Region <strong>2009</strong> 2008 2007<br />

Asia-Pacific 43% 42% 42%<br />

Europe 9% 10% 11%<br />

Middle East 28% 28% 24%<br />

North America 16% 15% 15%<br />

O<strong>the</strong>rs 4% 5% 8%<br />

Total 100% 100% 100%<br />

11


Distribution Methods of <strong>the</strong> Products or Services<br />

I-Remit operates globally through a combined network of branches and tie-ups<br />

worldwide offering its products and services to overseas Filipino workers (OFWs).<br />

Currently, I-Remit is present in <strong>the</strong> following 27 countries and territories:<br />

Asia Pacific Europe Middle East North America<br />

Australia Austria Bahrain Bermuda<br />

Brunei Greece Israel Canada<br />

Hong Kong Ireland Jordan USA<br />

Malaysia Italy Kuwait<br />

Marshall Islands Spain Lebanon<br />

New Zealand The Ne<strong>the</strong>rlands Qatar<br />

Saipan United Kingdom Syria<br />

Singapore United Arab Emirates<br />

Taiwan<br />

The following shows <strong>the</strong> number of branches or offices of I-Remit’s subsidiaries,<br />

associates, partners and tie-ups as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>:<br />

Region<br />

Branches or<br />

Offices of<br />

Subsidiaries<br />

and Associates<br />

12<br />

Agents of<br />

Subsidiaries<br />

and<br />

Associates<br />

Branches of<br />

Partners and<br />

Tie-Ups<br />

Agents of<br />

Tie-ups Total<br />

Asia Pacific 9 61 48 57 175<br />

Europe 2 10 7 0 19<br />

Middle East 0 0 326 0 326<br />

North America 4 83 0 0 87<br />

Total 15 154 381 57 607<br />

The Company’s general expansion plans in 2010 include <strong>the</strong> opening of new and/or<br />

additional offices or <strong>the</strong> engagement of new tie-ups and partners in Australia, Canada,<br />

Italy, Ireland, Macau, Saudi Arabia, and Switzerland.<br />

The distribution methods in <strong>the</strong> Philippines of <strong>the</strong> Company’s products or services are<br />

as described under “Principal Products and Services.”<br />

Remittances may be credited to any account maintained in over 4,500 branches of I-<br />

Remit’s partner banks in <strong>the</strong> Philippines. Remittances may also be withdrawn from any<br />

of over 8,600 ATMs of <strong>the</strong> member banks and subscribers of BancNet, Megalink, and<br />

ExpressNet.


I-Remit has <strong>the</strong> widest coverage in door-to-door delivery nationwide and is capable of<br />

delivering cash remittances within <strong>the</strong> day <strong>for</strong> beneficiaries in Metro Manila and <strong>the</strong><br />

province of Rizal. Next-day deliveries may be made in <strong>the</strong> following cities and<br />

provinces: Batangas, Bulacan, Cavite, Cebu, Davao, Laguna, La Union, Pampanga,<br />

Pangasinan, Tacloban, and Tarlac. Deliveries in o<strong>the</strong>r remote areas may be made in<br />

two (2) to three (3) days or 10 – 12 days depending on <strong>the</strong> specific location of <strong>the</strong><br />

beneficiary. I-Remit can deliver in 17 regions, 81 provinces, and 136 cities and<br />

municipalities in <strong>the</strong> country.<br />

Under <strong>the</strong> Company’s “Notify-to-Pay” services, remittances may be picked up by<br />

beneficiaries in any of I-Remit’s 5,228 designated pay-out stations nationwide.<br />

Beneficiaries may also encash remittances in more than 5,000 Smart Padala and Globe<br />

G-Cash encashment centers nationwide once notified by “text” on <strong>the</strong>ir mobile phones.<br />

New Products or Services<br />

In May <strong>2009</strong>, I-Remit implemented <strong>the</strong> Pag-IBIG Fund’s electronic collection system in<br />

all its offices and tie-ups worldwide. I-Remit is an accredited non-bank remittance agent<br />

of <strong>the</strong> Home Development Mutual Fund (also known as Pag-IBIG Fund). The new<br />

service was introduced in line with <strong>the</strong> Pag-IBIG Fund’s Overseas Program (POP) <strong>for</strong><br />

its members.<br />

In July <strong>2009</strong>, I-Remit <strong>for</strong>ged a partnership with Jollibee Foods Corporation <strong>for</strong> <strong>the</strong> “Salu-<br />

Salo Padala Treat” <strong>for</strong> <strong>the</strong> purchase by OFWs of Jollibee meals and teats <strong>for</strong> delivery to<br />

<strong>the</strong>ir families in <strong>the</strong> Philippines.<br />

In <strong>December</strong> 2008, I-Remit tied-up with <strong>the</strong> Home Shopping Network, Inc. (HSNi) that<br />

owns and operates Shop TV, a dedicated 24-hour TV shopping channel <strong>for</strong> <strong>the</strong><br />

purchase of various shopping items by OFWs <strong>for</strong> delivery to <strong>the</strong>ir families in <strong>the</strong><br />

Philippines.<br />

In <strong>December</strong> 2008, I-Remit became an accredited marketer of <strong>the</strong> Philippine<br />

Retirement Authority (PRA) that will conduct in<strong>for</strong>mation dissemination, promotion and<br />

collection activities in relation to PRA’s Retirement Program abroad.<br />

On September 22, 2008, I-Remit signed a remittance partnership agreement with <strong>the</strong><br />

Bank of China Ltd. Manila branch. The agreement is initially int<strong>ended</strong> to benefit<br />

Chinese customers in <strong>the</strong> United Kingdom. The remittance proceeds may be<br />

withdrawn by beneficiaries from any of Bank of China’s over 12,000 domestic branches<br />

in <strong>the</strong> Chinese mainland.<br />

On September 1, 2008, I-Remit introduced <strong>the</strong> I-Remit Shop ‘N’ Pay Card in<br />

partnership with Sterling Bank of Asia. The I-Remit Shop I-Remit Shop ‘N’ Pay Card<br />

utilizes <strong>the</strong> EMV (EuroPay, MasterCard, Visa) technology, <strong>the</strong> standard <strong>for</strong> <strong>the</strong><br />

interoperation of IC cards (“chip cards”) and IC capable POS terminals and ATMs, <strong>for</strong><br />

au<strong>the</strong>nticating credit and debit card payments.<br />

In May 2008, I-Remit signed a partnership agreement with <strong>the</strong> Land Bank of <strong>the</strong><br />

Philippines <strong>for</strong> <strong>the</strong> promotion and distribution of <strong>the</strong> Landbank OFW Cash Card, an<br />

electronic debit card that can be linked to a Smart mobile phone.<br />

On January 26, 2008, I-Remit introduced <strong>the</strong> I-Remit Electronic Overseas Collection<br />

Service that allows OFWs to remit <strong>the</strong>ir contributions to <strong>the</strong> Social Security System<br />

(SSS). I-Remit is <strong>the</strong> first non-bank remittance company authorized by <strong>the</strong> SSS to<br />

provide this electronic service.<br />

There are o<strong>the</strong>r services planned <strong>for</strong> launching in 2010. These products and services<br />

are int<strong>ended</strong> to improve product delivery and enhance I-Remit’s competitiveness in <strong>the</strong><br />

OFW remittance market. Among <strong>the</strong>se are various payment and collection services.<br />

13


Competition<br />

Players<br />

The overseas remittance industry has numerous players that are classified into two (2)<br />

general categories: <strong>the</strong> <strong>for</strong>mal and in<strong>for</strong>mal channels.<br />

Formal Channels<br />

Formal channels <strong>for</strong> remittances consist of organizations or institutions that transfer<br />

funds from one geographic location to ano<strong>the</strong>r and are operating within <strong>the</strong> regulated<br />

financial sector. These institutions are covered by laws and are supervised by<br />

government agencies that determine <strong>the</strong>ir establishment, and regulate <strong>the</strong>ir scope of<br />

operations. Formal channels are characterized by licensing and registration<br />

requirements and must also have in place mechanisms <strong>for</strong> customer identification,<br />

record keeping, on-going monitoring of accounts and transactions, and customer due<br />

diligence. Formal remittance channels consist of banks, money transfer agencies<br />

(domestic and international), and telecommunications companies.<br />

Banks. Presently, <strong>the</strong>re are over twenty (20) commercial and thrift banks that are<br />

active players in <strong>the</strong> overseas remittance business. Five (5) of <strong>the</strong>se banks have a hold<br />

on 80% to 90% of <strong>the</strong> banking sector’s remittance activities as <strong>the</strong>y are able to utilize<br />

<strong>the</strong>ir wide distribution overseas network and domestic branches to reach out to more<br />

remitters and <strong>the</strong>ir beneficiaries. The major commercial banks in <strong>the</strong> Philippines such<br />

as <strong>the</strong> Metropolitan Bank and Trust Company (Metrobank), Banco de Oro Unibank,<br />

Inc., Bank of <strong>the</strong> Philippine Islands, and <strong>the</strong> Rizal Commercial Banking Corporation<br />

(RCBC) have non-exclusive correspondent banking relationships with <strong>for</strong>eign banks<br />

and tie-ups with international money transfer companies. These banks also subscribe<br />

to <strong>the</strong> SWIFT system <strong>for</strong> bank-to-bank payments and have a combined international<br />

network of correspondent banks, overseas branches or offshore remittance centers<br />

located in key markets such as Canada, Italy, Austria, Spain, Singapore, Hong Kong,<br />

Taiwan, Japan, <strong>the</strong> United Kingdom, and <strong>the</strong> United States. Banks usually offer any of<br />

<strong>the</strong> following remittance services: over <strong>the</strong> counter or branch pick-up; door-to-door<br />

delivery; credit to a deposit account; use of credit cards, cash cards, debit cards; or<br />

pick-up from off-site payment centers.<br />

International Money Transfer Agencies. The major players include I-Remit, Inc.,<br />

Western Union, MoneyGram, Coinstar (that acquired Travelex), and <strong>the</strong> Omnex Group.<br />

US-based Western Union maintains <strong>the</strong> most extensive network among global money<br />

transfer agents in <strong>the</strong> country with over 6,000 agent locations in <strong>the</strong> Philippines and a<br />

presence in over 200 countries and territories. The strength of <strong>the</strong>se companies lies in<br />

<strong>the</strong>ir network coverage and, with <strong>the</strong>ir global presence, <strong>the</strong>y can easily address <strong>the</strong><br />

OFW recipients’ desire <strong>for</strong> accessibility and convenience.<br />

Domestic Money Transfer Agencies. The major domestic players include I-Remit, Inc.,<br />

Lucky Money, LBC Express, 2GO, and JRS Express. Most of <strong>the</strong> companies classified<br />

under this category are local logistics service providers and courier companies that<br />

branched out into <strong>the</strong> remittance business. There are currently 6,556 remittance<br />

agents (head offices and branches) registered with <strong>the</strong> Bangko Sentral ng Pilipinas as<br />

at <strong>December</strong> <strong>31</strong>, <strong>2009</strong>.<br />

Telecommunications Companies. The recent advances in in<strong>for</strong>mation and<br />

telecommunications technologies allowed companies such as Smart and Globe to offer<br />

innovative modes of sending and receiving remittances. Smart Communications, Inc.<br />

introduced Smart Padala in August 2004 while Globe introduced GCash in October<br />

2004. Both are cash remittance services via short messaging system (SMS) or “text.”<br />

Technology-Based Companies. The emerging new players in <strong>the</strong> industry are<br />

composed mostly of technology-based companies that utilize <strong>the</strong> Internet in offering<br />

remittance services. The online money transfer companies tapping <strong>the</strong> Philippine<br />

market are composed of Remit2Home (part of The Times of India group), San<br />

Francisco-based Xoom, Yahoo! Paydirect, PayPal, Billpoint, and Cashpin (based in<br />

South America). Microsoft Philippines also tied-up with a local commercial bank in<br />

offering <strong>the</strong> “Tele-OFW One Follow Me” system that allows users to manage <strong>the</strong>ir<br />

funds in a bank account by connecting to <strong>the</strong> Microsoft live communication server using<br />

Windows-based personal digital assistant (PDA) phones in a Wi-Fi area.<br />

14


In<strong>for</strong>mal Channels<br />

In<strong>for</strong>mal channels refer to methods of remittance or remittance activities conducted<br />

outside of <strong>the</strong> regulated financial sectors. Cash may be sent through <strong>the</strong> recruitment<br />

agency or through <strong>the</strong> local office of <strong>the</strong> employer; or through friends, relatives or coworkers<br />

traveling back to <strong>the</strong> Philippines. Alternatively, overseas Filipinos can bring <strong>the</strong><br />

cash <strong>the</strong>mselves upon <strong>the</strong>ir return or visit to <strong>the</strong> Philippines.<br />

“Padala” System. The literal meaning of <strong>the</strong> local word “padala” is to send through <strong>the</strong><br />

courtesy of ano<strong>the</strong>r person. In this practice, it is assumed that <strong>the</strong> person asked to<br />

bring <strong>the</strong> money to <strong>the</strong> Philippines is reliable and trustworthy, and <strong>the</strong> practice repeats<br />

as trust and confidence builds between <strong>the</strong> parties with each completed delivery.<br />

“Kaliwaan” System. This system, despite its lack of popularity, operates through a welltested<br />

network of currency exchanges. It involves <strong>the</strong> use of agents in <strong>the</strong> source and<br />

destination countries who do not impose regulatory restrictions as <strong>the</strong>y arrange<br />

currency transfers. It has been <strong>the</strong> subject of recent congressional inquiries because of<br />

its possible use in laundering monetary proceeds from various illegal activities.<br />

Hand-carry System. This method refers to <strong>the</strong> practice of overseas Filipinos in bringing<br />

home <strong>the</strong> cash <strong>the</strong>mselves when <strong>the</strong>y return to <strong>the</strong> Philippines on vacation or after <strong>the</strong><br />

expiration of <strong>the</strong>ir work contracts.<br />

15


OFW remittances continue to fuel <strong>the</strong> Philippine economy. The continuing upward<br />

trends in inward remittance flows are expected to be sustained by <strong>the</strong> increased<br />

deployment of OFWs. Likewise, <strong>the</strong>re is an observed overall shift from <strong>the</strong> utilization of<br />

unregulated, in<strong>for</strong>mal channels to <strong>the</strong> more <strong>for</strong>mal structured channels <strong>for</strong> remittances<br />

that emphasizes <strong>the</strong> growing need <strong>for</strong> reliability, efficiency and convenience.<br />

As competition among industry players intensifies, banks, money transfer agents, and<br />

o<strong>the</strong>r similar service providers are expected to become more aggressive in <strong>the</strong>ir<br />

marketing and promotional activities to lure potential clients and capture larger shares<br />

of <strong>the</strong> market.<br />

Advances in in<strong>for</strong>mation and communications technology have allowed new players to<br />

roll-out a growing variety of products and services catering to <strong>the</strong> evolving needs and<br />

requirements of OFWs. Such innovative approaches are expected to fuel fur<strong>the</strong>r<br />

industry growth, help reduce transaction costs, and improve service delivery. Due to<br />

rising competition from non-traditional players, banks and money transfer agents need<br />

to upgrade <strong>the</strong>ir technology, expand network coverage, and enhance <strong>the</strong>ir distribution<br />

structures.<br />

Industry players, particularly banks and remittance agents, will always be on <strong>the</strong> lookout<br />

and competing <strong>for</strong> new tie-up arrangements with overseas partners, particularly in<br />

untapped geographic markets. Banks and o<strong>the</strong>r financial institutions will continue to<br />

seek partnership opportunities with correspondent banks, money transfer agents, and<br />

o<strong>the</strong>r types of partners overseas to expand <strong>the</strong>ir coverage while also planning to<br />

establish <strong>the</strong>ir own offshore units in key overseas markets like <strong>the</strong> Middle East,<br />

Canada, and <strong>the</strong> United States, that have a growing concentration of OFWs and<br />

Filipino immigrants. While <strong>the</strong> industry remains highly-competitive, industry players<br />

often link-up and have overlapping or complementary offerings with o<strong>the</strong>r service<br />

providers under revenue-sharing schemes.<br />

I-Remit expects to encounter direct and indirect competition from domestic and <strong>for</strong>eign<br />

companies offering money remittance services locally and internationally.<br />

The Company competes mainly in terms of pricing and service efficiency against <strong>the</strong><br />

domestic commercial banks, Philippine-based money transfer agencies, international<br />

money transfer agencies, and telecommunications firms.<br />

I-Remit is able to compete effectively against <strong>the</strong> major players in <strong>the</strong> industry because<br />

of its network of branches and tie-ups abroad, its local tie-ups with local and <strong>for</strong>eign<br />

banks, its flexibility to expand in o<strong>the</strong>r markets, its relatively faster decision-making<br />

process, and its marketing strategies that are customized <strong>for</strong> <strong>the</strong> Filipino populations in<br />

each country that it operates in.<br />

The Company believes that its customer-centric model, complemented by its flexible<br />

and dynamic structure, will allow it to compete actively in <strong>the</strong> local and international<br />

markets by capitalizing on its strengths in its core business while offering value-added<br />

services to OFWs around <strong>the</strong> world. The Company similarly believes that with its<br />

relentless drive <strong>for</strong> innovation, its streamlined organization, and efficient cost structure<br />

in its local and <strong>for</strong>eign operations, it will be able to compete effectively in <strong>the</strong> global<br />

marketplace through <strong>the</strong> continuous establishment of <strong>for</strong>eign offices in strategic<br />

locations characterized by high-densities of OFW populations that will allow it to tap a<br />

broader market, and consequently, deliver potentially high-yield profits.<br />

Sources and Availability of Raw Materials and Names of Principal Suppliers<br />

The Company has a broad base of suppliers, both local and <strong>for</strong>eign. The Company is<br />

not dependent on one or a few suppliers in conducting its business.<br />

16


Dependence Upon a Single Customer or a Few Customers<br />

The Company serves a wide spectrum of overseas Filipino workers (OFWs) and<br />

Filipino immigrants of different occupational groups in 27 countries and territories<br />

around <strong>the</strong> world. It is not dependent on a single customer or a few customers. Nei<strong>the</strong>r<br />

is <strong>the</strong>re a single customer that accounts <strong>for</strong>, or will account <strong>for</strong>, 20% or more of <strong>the</strong><br />

Company’s sales.<br />

Over eight (8) million Filipinos, or around 10% of <strong>the</strong> Philippine population, work abroad<br />

as nurses, doctors, domestic helpers, engineers, educators, musicians, entertainers,<br />

seafarers, doctors, laborers, caregivers, manufacturing workers, electricians,<br />

in<strong>for</strong>mation technology professionals, and in o<strong>the</strong>r roles. The Philippine Overseas<br />

Employment Administration estimates that such Filipinos are in present in 194 countries<br />

and territories around <strong>the</strong> world, <strong>the</strong> largest groups being in <strong>the</strong> United States, Saudi<br />

Arabia, Canada, Japan, Malaysia, Australia, United Arab Emirates, Hong Kong,<br />

Taiwan, Italy, Singapore, and <strong>the</strong> United Kingdom.<br />

The global financial and economic crisis has had devastating consequences <strong>for</strong><br />

national economies and workers in industrialized and developing countries. The<br />

recession in <strong>the</strong> world’s biggest economies — including <strong>the</strong> United States, Western<br />

Europe and East Asia — resulted in massive retrenchments. It was projected that<br />

migrant workers of all nationalities will be drastically affected by <strong>the</strong> crisis. However,<br />

OFWs remained relatively unaffected as <strong>the</strong> number of deployed workers continued to<br />

increase. The total number of deployed overseas Filipino workers (OFWs) reached<br />

1,284,133 in various host countries from January to November <strong>2009</strong>, according to data<br />

from <strong>the</strong> Philippine Overseas Employment Authorities (POEA). This is more than <strong>the</strong><br />

1,149,429 OFWs who went abroad in 2008 or an increase of 11.7 per cent.<br />

The Bangko Sentral ng Pilipinas also reported that overseas Filipino remittances in<br />

<strong>2009</strong> reached USD 17.348 billion representing a 5.61% growth over <strong>the</strong> 2008<br />

remittances of USD 16.426 billion.<br />

As <strong>the</strong> global economy continues to recover, <strong>the</strong> Bangko Sentral ng Pilipinas is<br />

<strong>for</strong>ecasting a growth of 6% in OFW remittances in 2010.<br />

17


Transactions and/or Dependence on Related Parties<br />

The Company has transactions with its subsidiaries and associates abroad, i.e., <strong>the</strong><br />

remittance centers that accept transactions from its customers, mostly OFWs, in<br />

Australia, Austria, Canada, Hong Kong, New Zealand, Singapore, and <strong>the</strong> United<br />

Kingdom. These transactions primarily consist of delivery services <strong>for</strong> a fee.<br />

Pursuant to <strong>the</strong> Company’s usual course of business, it also advances funds to its<br />

subsidiaries, associates and affiliates. These are accounts receivable from subsidiaries,<br />

associates and affiliates pertaining to remittance transactions. It also consists of<br />

advances made to subsidiaries, associates, and affiliates <strong>for</strong> working capital to maintain<br />

cash balances in bank accounts and o<strong>the</strong>r financial and operating requirements. The<br />

account receivables are usually settled on <strong>the</strong> next banking day. On <strong>the</strong> o<strong>the</strong>r hand,<br />

advances <strong>for</strong> financial and operating requirements are due on demand.<br />

The Company leases office space from Oakridge Properties, a related party.<br />

The Company has office sharing arrangements with Surewell Enterprises, Ltd. in Hong<br />

Kong and Surewell Equities Pte. Ltd. in Singapore, both being related companies.<br />

The Company maintains peso deposit accounts and has a revolving credit facility with<br />

Sterling Bank of Asia, Inc. (A Savings Bank), a related party.<br />

Significant Agreements and/or Commitments<br />

The Company conducts its remittance and collection business internationally by<br />

organizing wholly-owned corporations, entering into joint ventures, and signing<br />

Memoranda of Agreements (MOA) with individuals and corporations in various<br />

countries and territories; <strong>the</strong>se include: Australia, Austria, Bahrain, Bermuda, Brunei,<br />

Canada, Greece, Hong Kong, Ireland, Israel, Italy, Jordan, Lebanon, Malaysia, Marshall<br />

Islands, <strong>the</strong> Ne<strong>the</strong>rlands, Qatar, Saipan, Singapore, Spain, Syria, Taiwan, <strong>the</strong> United<br />

Arab Emirates, and <strong>the</strong> United States of America.<br />

The Memoranda of Agreement entered into with individuals and corporations in various<br />

countries and territories follow a general <strong>for</strong>mat with minor variations. Generally, <strong>the</strong><br />

MOAs entered into on or after 2004 provide that I-Remit retain exclusive proprietary<br />

rights over its I-Remit Foreign Remittance System which <strong>the</strong> <strong>for</strong>eign parties will use to<br />

implement <strong>the</strong> remittance arrangement. MOAs entered into on or be<strong>for</strong>e 2003 do not<br />

contain this provision. All MOAs, however, are aimed at limiting I-Remit’s exposure by<br />

specifying that: (i) <strong>the</strong> <strong>for</strong>eign parties are not agents but independent contractors; (ii) <strong>the</strong><br />

<strong>for</strong>eign parties shall be shall be responsible <strong>for</strong> compliance with all applicable laws in<br />

<strong>the</strong>ir respective countries and territories; and (iii) funds must first be deposited to an I-<br />

Remit bank account be<strong>for</strong>e <strong>the</strong> Company shall release <strong>the</strong> same to <strong>the</strong> int<strong>ended</strong><br />

beneficiaries in <strong>the</strong> Philippines. Contracts executed on or after 2004 also stipulate<br />

amicable settlement or arbitration as <strong>the</strong> mode of settlement of disputes and provides<br />

<strong>for</strong> <strong>the</strong> exclusive jurisdiction of <strong>the</strong> Philippine courts. New contracts with tie-ups require<br />

bond or advanced payment cover in order to fulfill <strong>the</strong> delivery of any transaction. The<br />

bond or “advanced payment cover” is deposited to an I-Remit-designated bank account<br />

that serves as collateral.<br />

The bulk of <strong>the</strong> MOAs executed in <strong>the</strong> Philippines cover <strong>the</strong> arrangement between <strong>the</strong><br />

Company and various companies and institutions, such as commercial banks, thrift<br />

banks, and pawnshops <strong>for</strong> <strong>the</strong> appointment of <strong>the</strong> latter to provide pay-out stations<br />

through <strong>the</strong>ir branches <strong>for</strong> <strong>the</strong> Company’s notify-to-pay services.<br />

Certain MOAs also involve <strong>the</strong> appointment of <strong>the</strong> Company as a collection agent <strong>for</strong><br />

<strong>the</strong> remittance of amortization payments, loan payments, premiums, and contributions<br />

<strong>for</strong> government financial institutions and agencies consisting of <strong>the</strong> Social Security<br />

System (SSS), Overseas Workers Welfare Administration (OWWA), Home<br />

Development Mutual Fund (HDMF or Pag-IBIG Fund), Philippine Retirement Authority<br />

(PRA) and <strong>the</strong> Philippine Health Insurance Corporation (PhilHealth), and various preneed<br />

and real estate development companies.<br />

18


Principal Terms and Expiration Dates of All Patents, Trademarks, Copyrights, Licenses,<br />

Concessions, and Royalty Agreements Held<br />

The Company is duly registered as a Remittance Agent (RA) with <strong>the</strong> Bangko Sentral<br />

ng Pilipinas (BSP) subject to applicable provisions of law and BSP rules and<br />

regulations, as well as <strong>the</strong> provisions of <strong>the</strong> Anti-Money Laundering Act of 2001<br />

(Republic Act. No. 9160, as am<strong>ended</strong> by Republic Act. No. 9194) and its implementing<br />

rules and regulations, with Certificate No. FX-2005-000364 issued by <strong>the</strong> BSP on May<br />

10, 2005.<br />

Licenses are held by I-Remit’s subsidiaries and affiliates that are registered in <strong>the</strong>ir host<br />

countries in Australia, Austria, Canada, Hong Kong, New Zealand, Singapore, Taiwan,<br />

and <strong>the</strong> United Kingdom. The said licenses have no expiration dates but are subject to<br />

compliance with mandatory reportorial requirements. To secure <strong>the</strong>se licensing rights,<br />

I-Remit ensures compliance with all <strong>the</strong> reportorial requirements of <strong>the</strong> host countries.<br />

I-Remit offers its products and services through <strong>the</strong> “I-Remit” trademark and/or trade<br />

name. In addition, most of <strong>the</strong> Company’s subsidiaries and associate companies use<br />

<strong>the</strong> “I-Remit” name.<br />

19


I-Remit has registered <strong>the</strong> following patents, trademarks and/or trade names:<br />

Name/Trademark Date Filed Date Registered<br />

I-Remit Name and Logo January 20, 2004<br />

Application No. 4-2004-<br />

0000529<br />

I-Load June 16, 2004<br />

Application No. 4-2004-<br />

0005251<br />

I-Travel June 16, 2004<br />

Application No. 4-2004-<br />

0005252<br />

I-Pay June 16, 2004<br />

Application No. 4-2004-<br />

0005253<br />

iDol July 8, 2004<br />

Application No. 4-2004-<br />

0006066<br />

I-Serve February 14, 2008<br />

Application No. 4-2008-001818<br />

I-Value February 14, 2008<br />

Application No. 4-2008-001819<br />

I-Reward February 14, 2008<br />

Application No. 4-2008-001816<br />

I-Care February 14, 2008<br />

Application No. 4-2008-001817<br />

I-Remit Trademark<br />

I-Remit Trademark<br />

I-Remit Trademark<br />

June 23, 2006<br />

e-Filing No. 125586<br />

September 18, <strong>2009</strong><br />

Application No. 145s2333<br />

20<br />

<strong>December</strong> 11, 2006<br />

Registration No. 4-2004-000529<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

January 21, 2006<br />

Registration No. 4-2004-0005251<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

October 1, 2005<br />

Registration No. 4-2004-0005252<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

October 1, 2005<br />

Registration No. 4-2004-0005253<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

July 30, 2006<br />

Registration No. 4-2004-006066<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

<strong>December</strong> 15, 2008<br />

Registration No. 4-2008-001818<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

September 8, 2008<br />

Registration No. 4-2008-001819<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

<strong>December</strong> 1, 2008<br />

Registration No. 4-2008-001819<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

September 8, 2008<br />

Registration No. 4-2008-001819<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

June 23, 2006<br />

Trademark No. T06/12356G<br />

Registry of Trademarks, Property<br />

Office of Singapore<br />

November 1, 2007<br />

New Zealand Trademark Registration<br />

No. 778760<br />

Registered <strong>for</strong> a term of 10 <strong>year</strong>s<br />

from date of registration<br />

Registration pending; <strong>for</strong> publication<br />

in Trademarks Journal (Canada)


I-Remit has licenses to <strong>the</strong> following in<strong>for</strong>mation technology software and systems used<br />

in its operations:<br />

Software / System,<br />

Acquisition and License / Renewal of<br />

Version Purpose<br />

Effectivity Maintenance Service<br />

Enterprise Resource The General Ledger Version 3.2 acquired Support agreement is<br />

In<strong>for</strong>mation and Control module serves as <strong>the</strong> in 2002; upgraded to renewed every <strong>year</strong><br />

(ERIC) Financial Suite central financial data version 5.2 in 2006;<br />

(General Ledger & repository that allows <strong>for</strong> perpetual license<br />

Accounts Payable) convenient and accurate<br />

Version 5.2, Jupiter preparation of <strong>the</strong><br />

Systems, Inc.<br />

Company’s financial<br />

statements. The Accounts<br />

Payable module manages<br />

supplier payables and<br />

disbursements.<br />

Enterprise Resource The Payroll module is used Acquired in 2007; Support agreement is<br />

In<strong>for</strong>mation and Control <strong>for</strong> employees’ pay perpetual license renewed every <strong>year</strong><br />

(ERIC) Payroll, Human computation, payroll<br />

Resource Management, processing, and statutory<br />

Timecard, Version 5.2, reporting. The Human<br />

Jupiter Systems, Inc. Resource Management<br />

module is used <strong>for</strong><br />

capturing 201-file<br />

in<strong>for</strong>mation and recordkeeping.<br />

The Timecard<br />

module is used in<br />

recording and processing<br />

employee working hours.<br />

Microsoft SQL Server A relational data base Version 2000, Software assurance<br />

2000 (Standard Edition), management system used acquired on October will end on February<br />

Microsoft Corporation <strong>for</strong> <strong>the</strong> “back-end” data <strong>31</strong>, 2005;<br />

28, 2011<br />

base of I-Remit’s<br />

Version 2008,<br />

remittance system acquired on February<br />

27, <strong>2009</strong>;<br />

perpetual license<br />

Microsoft SQL Server – A relational data base Version 2008, Software assurance<br />

Enterprise Edition management system used acquired on February will end on February<br />

<strong>for</strong> <strong>the</strong> “back-end” data 27, <strong>2009</strong>; perpetual 28, 2011<br />

base of I-Remit’s<br />

remittance system<br />

license<br />

Microsoft Exchange A messaging and<br />

Version 2003,<br />

Server, 2003 and 2007 – collaborative software acquired on August<br />

Enterprise Edition used <strong>for</strong> <strong>the</strong> electronic mail 11, 2006; additional<br />

system of I-Remit, Inc. licenses acquired on<br />

September 27, 2007;<br />

perpetual license<br />

Internet Service<br />

Used as an internal firewall Acquired on August<br />

Accelerator 2004<br />

11, 2006<br />

21


Software / System,<br />

Version Purpose<br />

Microsoft Office – Small Software used in creating<br />

Business<br />

documents, files and<br />

reports<br />

Microsoft Windows<br />

Server – Enterprise and<br />

Standard Edition<br />

Operating system used in<br />

servers<br />

22<br />

Acquisition and<br />

Effectivity<br />

Version 2003,<br />

acquired on October<br />

<strong>31</strong>, 2005; version<br />

2007, acquired on<br />

November 20, 2008;<br />

perpetual license<br />

Version 2003,<br />

acquired on October<br />

<strong>31</strong>, 2005; additional<br />

licenses acquired on<br />

August <strong>31</strong>, 2006,<br />

September 30 &<br />

October <strong>31</strong>, 2007,<br />

March <strong>31</strong> & October<br />

<strong>31</strong>, 2008;<br />

Version2008,<br />

acquired February<br />

27, <strong>2009</strong><br />

Need <strong>for</strong> Any Government Approval of Principal Products or Services<br />

There are no new products or services that require government approval.<br />

Effect of Existing Probable Governmental Regulations on <strong>the</strong> Business<br />

License / Renewal of<br />

Maintenance Service<br />

The normal operations of <strong>the</strong> Company is not adversely affected by any existing<br />

governmental regulation nor is it expected that any probable governmental regulation<br />

would have an adverse effect on <strong>the</strong> operations of <strong>the</strong> Company.<br />

O<strong>the</strong>r than <strong>the</strong> reportorial requirements of <strong>the</strong> Securities and Exchange Commission<br />

(SEC), <strong>the</strong> Bangko Sentral ng Pilipinas (BSP), <strong>the</strong> Anti-Money Laundering Council<br />

(AMLC), <strong>the</strong> Bureau of Internal Revenue (BIR), and <strong>the</strong> local permits that are required<br />

by <strong>the</strong> City Government of Pasig, <strong>the</strong>re is no o<strong>the</strong>r governmental permit required of <strong>the</strong><br />

Company <strong>for</strong> its operation in <strong>the</strong> Philippines. The Company is in full compliance with<br />

<strong>the</strong> requirements of <strong>the</strong> SEC, BSP, AMLC, BIR and of <strong>the</strong> local government.<br />

Licenses are held by <strong>the</strong> Company’s subsidiaries and affiliates that are registered in<br />

<strong>the</strong>ir respective host countries in Australia, Austria, Canada, Hong Kong, Singapore,<br />

Taiwan and <strong>the</strong> United Kingdom. The said licenses have no expiration dates but are<br />

subject to compliance with mandatory reportorial requirements. The Company has<br />

complied with all such reportorial requirements.<br />

Amount Spent on Research and Development Activities<br />

There is no material amount spent <strong>for</strong> research and development.<br />

Costs and Effects of Compliance with Environmental Laws<br />

The Company has not been subject to any penalties or legal or regulatory action and<br />

has not incurred any costs <strong>for</strong> non-compliance with environmental laws or regulations of<br />

<strong>the</strong> Philippines.


Employees<br />

The Company has 345 employees including those directly employed by subsidiaries as<br />

of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>. These consist of 97 officers and 248 non-officers as follows:<br />

No. of Employees (<strong>December</strong> <strong>31</strong>, <strong>2009</strong>)<br />

Officers Non-Officers Total<br />

Parent Company 67 159 226<br />

Subsidiaries 30 89 119<br />

Total 97 248 345<br />

The Company projects no new additional personnel in 2010.<br />

Type No. of Employees<br />

Administrative 37<br />

Finance 61<br />

In<strong>for</strong>mation Technology 18<br />

Sales and Marketing 75<br />

Service and Operations 154<br />

Total 345<br />

None of <strong>the</strong> Company, its subsidiaries, affiliates and associate companies is subject to<br />

any collective bargaining agreement (CBA). There has been no strike, nor any attempt<br />

to protest against <strong>the</strong> Company, its subsidiaries and associates during <strong>the</strong>ir entire<br />

histories.<br />

The supplemental benefits that <strong>the</strong> Company grants to its employees include medical,<br />

dental and hospitalization benefits, per diem and travel allowances, group insurance,<br />

birthday bonuses, meal and overtime allowances, and bereavement assistance.<br />

Employees are also entitled to vacation, sick, maternity, paternity, and emergency<br />

leaves. The Company provides <strong>the</strong> health and medical insurance benefits to its<br />

employees through an independent health maintenance organization (HMO).<br />

The Parent Company has a noncontributory defined benefit retirement plan covering<br />

substantially all of its regular employees. Under this retirement plan, all qualified<br />

employees are entitled to cash benefits after satisfying age and service requirements.<br />

Under Republic Act No. 7641, also known as Retirement Pay Law, its applicability is<br />

effective on <strong>the</strong> fifth <strong>year</strong> of an employee’s tenure, provided that <strong>the</strong> employee is 60<br />

<strong>year</strong>s old but not more than 65 <strong>year</strong>s old.<br />

The Company continues to invest in its employees through various training programs<br />

strategically focused on <strong>the</strong> Company’s core values, team development, selling skills,<br />

customer service and product knowledge.<br />

23


Risk Management<br />

The Company’s goal in risk management is to ensure that it understands, measures,<br />

and monitors <strong>the</strong> various risks that arise from its business activities, and that it adheres<br />

strictly to its established risk management policies.<br />

Periodic strategic planning sessions and meetings by top management, and <strong>the</strong> various<br />

management and Board committees are being held to identify, assess and <strong>for</strong>mulate<br />

contingency plans to manage or minimize <strong>the</strong> adverse impact of risks to <strong>the</strong> Company.<br />

The Board per<strong>for</strong>ms an oversight role <strong>for</strong> <strong>the</strong> Company’s risk management activities<br />

and approves I-Remit’s risk management policies and any revisions <strong>the</strong>reto. The Chief<br />

Executive Officer, as <strong>the</strong> overall risk executive, oversees <strong>the</strong> risk management activities<br />

of <strong>the</strong> Company and ensures that <strong>the</strong> responsibilities <strong>for</strong> managing risk are clear, <strong>the</strong><br />

levels of risk taken on by <strong>the</strong> Company is acceptable, and that an effective control<br />

environment is in place.<br />

Risk management is an integral part of <strong>the</strong> day-to-day business management of <strong>the</strong><br />

Company and each operating unit has a responsibility to measure, manage, and<br />

controls <strong>the</strong> risks associated with <strong>the</strong> functions <strong>the</strong>y per<strong>for</strong>m.<br />

There are three (3) major risks involved in <strong>the</strong> business of <strong>the</strong> Company: credit risk,<br />

market risk, and operational risk.<br />

Credit risks are risks that arise when a counter-party in a transaction may default and<br />

cause a possible loss to <strong>the</strong> Company. The nature of its business exposes <strong>the</strong><br />

Company to potential risk from difficulties in recovering transaction money from its<br />

<strong>for</strong>eign partners. Accounts receivable from <strong>for</strong>eign offices and agents arise as a result<br />

of its remittance operations in various regions of <strong>the</strong> globe. In order to address this, <strong>the</strong><br />

Company has maintained <strong>the</strong> following credit policies: (i) en<strong>for</strong>ce a contract that<br />

incorporates a bond and advance payment cover such that <strong>the</strong> full amount of <strong>the</strong><br />

transactions will be credited to <strong>the</strong> Company prior to <strong>the</strong>ir delivery to <strong>the</strong> beneficiaries<br />

which applies generally to all new agents of <strong>the</strong> Company and in certain cases, to old<br />

agents, <strong>the</strong> advance funding equivalent to <strong>the</strong>ir average daily remittance transactions,<br />

to fulfill or deliver <strong>the</strong>ir remittance transactions; (ii) all <strong>for</strong>eign offices and agents must<br />

settle <strong>the</strong>ir accounts following <strong>the</strong> next banking day settlement policy, o<strong>the</strong>rwise, <strong>the</strong><br />

fulfillment or delivery of <strong>the</strong>ir remittance transactions will be put on hold; (iii) evaluation<br />

of individual potential partners and preferred associates’ credit worthiness, as well as a<br />

close look into <strong>the</strong> o<strong>the</strong>r pertinent aspects of <strong>the</strong>ir businesses which assures <strong>the</strong><br />

Company of <strong>the</strong> financial soundness of its partner firms; (iv) receivable balances are<br />

monitored daily by <strong>the</strong> Company’s regional managers with <strong>the</strong> result that <strong>the</strong><br />

Company’s exposure to bad debts is not significant.<br />

The Company’s accounts receivables from agents are highly collectible which have<br />

turnovers ranging from one (1) to five (5) days. The o<strong>the</strong>r receivables which include<br />

advances to related parties is also highly collectible which are due in less than one (1)<br />

<strong>year</strong>.<br />

24


Market risks, consisting of <strong>for</strong>eign exchange risk and interest rate risk, are <strong>the</strong> risks that<br />

<strong>the</strong> value of a currency position or financial instrument will fluctuate due to changes in<br />

<strong>for</strong>eign exchange rates and interest rates. The Company’s financial instruments<br />

consist of short-term loans from banks and advances from stockholders. The main<br />

purpose of <strong>the</strong>se financial instruments is to raise funds <strong>for</strong> <strong>the</strong> Company’s fulfillment or<br />

delivery of remittance transactions to beneficiaries. The Company also has various<br />

financial assets and liabilities such as accounts receivable from agents and accounts<br />

payable to beneficiaries, which arise directly from its remittance operations.<br />

I-Remit provides money transfer and remittance services in 25 countries and territories.<br />

Foreign exchange risk is managed through <strong>the</strong> structure of <strong>the</strong> business and an active<br />

risk management process. In <strong>the</strong> substantial majority of its transactions, I-Remit settles<br />

with its <strong>for</strong>eign offices, associates, and agents in <strong>the</strong>ir respective local currencies, and<br />

requires <strong>the</strong> <strong>for</strong>eign offices, associates, and agents to obtain settlement currency to<br />

provide to recipients. The <strong>for</strong>eign currency exposure that does exist is limited by <strong>the</strong><br />

fact that <strong>the</strong> majority of transactions are settled within a day or two (2) days after <strong>the</strong>se<br />

are initiated. In addition, in money transfer transactions involving different currencies<br />

received and paid in Philippine pesos, I-Remit generates revenue by receiving a <strong>for</strong>eign<br />

currency spread based on <strong>the</strong> difference between buying currencies at wholesale<br />

exchange rates and providing <strong>the</strong> currencies to its customers at retail exchange rates.<br />

This spread provides some protection against currency fluctuations. The Company’s<br />

policy is not to speculate in <strong>for</strong>eign currencies and it promptly trades <strong>for</strong>eign currencies<br />

as necessary to cover its payables and receivables.<br />

It is <strong>the</strong> Company’s policy that all daily <strong>for</strong>eign currencies, which arise as a result of its<br />

remittance transactions, must be traded daily with bank partners only at prevailing<br />

<strong>for</strong>eign exchange rates in <strong>the</strong> market. The daily closing <strong>for</strong>eign exchange rates are<br />

used as <strong>the</strong> guiding rates in providing wholesale rates to <strong>for</strong>eign offices and agents,<br />

respectively. The trading proceeds are used to pay out bank loans and o<strong>the</strong>r<br />

obligations of <strong>the</strong> Company.<br />

The Company is exposed to short-term interest rate risks on its peso-denominated<br />

bank credit facilities. The Company’s exposure to cash flow interest rate risk is<br />

minimal. It is <strong>the</strong> policy of <strong>the</strong> Company to manage its interest cost by entering into<br />

fixed short-term debt.<br />

25


Operational risks are risks of losses resulting from inadequate or failed internal<br />

processes, people and systems or from external events, such as those resulting from<br />

fraud or defalcations from internal or external sources, or actual financial losses arising<br />

from failed processes, systems and procedures.<br />

The Company’s main goal in managing operational risk is to create and maintain an<br />

operating environment that ensures and protects <strong>the</strong> integrity of its financial resources,<br />

assets, transactions, records, and in<strong>for</strong>mation resources. The Company attempts to<br />

mitigate operational risks by maintaining a comprehensive system of internal controls,<br />

establishing standard systems and procedures, implementing a system to monitor<br />

transactions, maintaining key back-up procedures, and undertaking regular contingency<br />

planning.<br />

The Company has operating manuals detailing <strong>the</strong> procedures <strong>for</strong> <strong>the</strong> processing of its<br />

remittance transactions, <strong>the</strong> implementation of its various business processes, and <strong>the</strong><br />

use of its in<strong>for</strong>mation technology resources. These operating manuals undergo<br />

periodic reviews and revisions, if needed. Amendments to <strong>the</strong>se manuals are<br />

implemented through circulars sent to all divisions and offices of <strong>the</strong> Company.<br />

Transactions and items of value are subject to a system of dual control whereby <strong>the</strong><br />

work of one person is verified by a second person to ensure that <strong>the</strong> transaction is<br />

properly authorized, recorded, and settled.<br />

Independent reviews are regularly conducted by <strong>the</strong> Internal Audit Department to<br />

ensure that risk controls are in place and functioning effectively. The Internal Audit<br />

Department undertakes a comprehensive audit of all divisions and departments in<br />

accordance with a risk-based audit plan. It conceptualizes and recommends <strong>the</strong><br />

implementation of an improved system of internal controls, to minimize operational<br />

risks. The Audit Plan <strong>for</strong> each fiscal <strong>year</strong> is approved by <strong>the</strong> Audit Committee of <strong>the</strong><br />

Board of Directors. These audits also include <strong>the</strong> area of in<strong>for</strong>mation security that<br />

covers application systems, databases, networks, and operating systems.<br />

Recognizing <strong>the</strong> importance of customer service in its operations, <strong>the</strong> Company has a<br />

Customer Support Team composed of a dedicated and highly-trained team of Country<br />

Customer Care Officers (3COs) who support <strong>the</strong> <strong>for</strong>eign offices, associates, and <strong>the</strong><br />

Company’s customers and <strong>the</strong>ir beneficiaries. The Company provides 24 x 7 customer<br />

service support and minimizes operational risks by ensuring accuracy and effectiveness<br />

in operations and in <strong>the</strong> delivery of services.<br />

The Company also has a Business Continuity Plan (BCP) that outlines <strong>the</strong> activities<br />

and <strong>the</strong> procedures to be undertaken in <strong>the</strong> event of abnormal or emergency<br />

conditions, or a disaster, to ensure that disruption to operations will be kept at a<br />

manageable level, financial losses will be minimized, <strong>the</strong> safety and security of<br />

employees, customers, and Company records will be maintained, and normal<br />

operations will be restored in <strong>the</strong> shortest time possible. I-Remit maintains a disaster<br />

recovery (DRP) site with Globe Telecom/Innove Communications in Makati City.<br />

26


The o<strong>the</strong>r risks identified are: regulatory risk, legal risk, and technology risk.<br />

Regulatory risk refers to <strong>the</strong> potential <strong>for</strong> <strong>the</strong> Company to suffer financial losses due to<br />

changes in <strong>the</strong> laws or monetary, tax or o<strong>the</strong>r governmental regulations of <strong>the</strong><br />

Philippines or of a country. Losses may be in <strong>the</strong> <strong>for</strong>m of regulatory sanctions <strong>for</strong> noncompliance,<br />

and in extreme cases, may involve not just mere loss in terms of reputation<br />

or financial penalties, but a revocation of <strong>the</strong> license, charter or franchise.<br />

The Company’s Compliance Program, <strong>the</strong> implementation of which is overseen and<br />

coordinated by <strong>the</strong> Compliance Officer, is <strong>the</strong> primary control process <strong>for</strong> regulatory risk<br />

issues. The Compliance Officer is responsible <strong>for</strong> communicating and disseminating<br />

new rules and regulations to all concerned units, analyzing and addressing compliance<br />

issues, and reporting compliance findings to <strong>the</strong> Management Committee, Executive<br />

Committee or <strong>the</strong> Board of Directors.<br />

I-Remit’s subsidiaries, associates, affiliates, tie-ups and agents have and maintain all<br />

licenses and permits necessary to provide remittance and money transfer services in<br />

<strong>the</strong>ir host countries. Compliance officers are appointed in each of <strong>the</strong> Company’s<br />

<strong>for</strong>eign offices whose primary responsibility is to ensure compliance with all local rules,<br />

regulations, laws, and licensing requirements.<br />

The Anti-Money Laundering Act (AMLA) of 2001 (Republic Act 9160) was passed into<br />

law on November 29, 2001 and was subsequently am<strong>ended</strong> on March 23, 2003<br />

(Republic Act 9194). The AMLA created <strong>the</strong> Anti-Money Laundering Council (AMLC)<br />

which is composed of <strong>the</strong> Governor of <strong>the</strong> Bangko Sentral ng Pilipinas (BSP) as<br />

Chairman, and <strong>the</strong> Commissioner of <strong>the</strong> Insurance Commission and <strong>the</strong> Chairman of<br />

<strong>the</strong> Securities and Exchange Commission as Members. The AMLC discharges <strong>the</strong><br />

functions enumerated in <strong>the</strong> AMLA, which basically regulates <strong>the</strong> transfer of funds via<br />

<strong>the</strong> route of covered institutions.<br />

As remittance agents are covered by <strong>the</strong> AMLA, <strong>the</strong> Bangko Sentral ng Pilipinas issued<br />

BSP Circular No. 471, Series of 2005 on January 24, 2005 that prescribed rules and<br />

regulations that govern <strong>the</strong> registration and operations of <strong>for</strong>eign exchange dealers,<br />

money changers, and remittance agents.<br />

The Company requires its subsidiaries, associates, and agents to validate <strong>the</strong> true<br />

identity of a customer based on official or o<strong>the</strong>r reliable identifying documents or<br />

records be<strong>for</strong>e accepting a transaction. The Company is required to submit a report on<br />

“covered” transactions and “suspicious” transactions involving a single transaction in<br />

cash or o<strong>the</strong>r monetary instruments in excess of PHP 500,000 within one (1) banking<br />

day from <strong>the</strong> date of said transaction or from <strong>the</strong> date <strong>the</strong> Company gained in<strong>for</strong>mation<br />

that <strong>the</strong> transaction was done <strong>for</strong> <strong>the</strong> purpose of laundering proceeds of criminal or<br />

o<strong>the</strong>r illegal activities or from <strong>the</strong> time <strong>the</strong> Company had reasonably suspected that said<br />

transactions were entered into <strong>for</strong> <strong>the</strong> purpose of laundering proceeds of criminal and<br />

o<strong>the</strong>r illegal activities.<br />

The Company is required to establish and record <strong>the</strong> identities of its clients based on<br />

official documents. The BSP requires all registered remittance agents to maintain<br />

accurate and meaningful originator in<strong>for</strong>mation on funds transferred or remitted by<br />

requiring <strong>the</strong> sender or remitter to fill-out and sign an application <strong>for</strong>m, which shall<br />

contain minimum data and in<strong>for</strong>mation, such as <strong>the</strong> printed name and signature of <strong>the</strong><br />

remitter, permanent address, nationality, amount and currency to be remitted and<br />

source of <strong>for</strong>eign currency <strong>for</strong> individuals. For corporate or juridical entities, in addition<br />

to a signed application <strong>for</strong>m containing <strong>the</strong> applicable in<strong>for</strong>mation <strong>for</strong> individual<br />

customers, <strong>the</strong> requirement includes a photocopy of <strong>the</strong> authority and identification of<br />

<strong>the</strong> person purporting to act in behalf of <strong>the</strong> client shall be required. In addition, all<br />

records of transactions are required to be maintained and stored <strong>for</strong> five (5) <strong>year</strong>s from<br />

<strong>the</strong> date of a transaction.<br />

27


The Company has adopted <strong>the</strong> anti-money laundering/counter-terrorism financing<br />

(AML/CFT) policies and guidelines that are part of its Compliance Program. These<br />

policies and guidelines cover areas such as <strong>the</strong> customer due diligence process (“Know<br />

Your Customer” rule), large cash transactions, record-keeping, large cash and<br />

suspicious transaction reporting, and AML/CFT training of employees. These policies<br />

and guidelines are based on <strong>the</strong> Financial Action Task Force (FATF) 40<br />

Recommendations and 9 Special Recommendations, and were <strong>for</strong>mulated to ensure<br />

compliance with <strong>the</strong> requirements of <strong>the</strong> AMLA and BSP Circular 471.<br />

I-Remit’s <strong>for</strong>eign subsidiaries, associates, and agents are required to comply with <strong>the</strong><br />

anti-money laundering regulations of <strong>the</strong>ir host countries to ensure that funds being<br />

sent through <strong>the</strong> I-Remit <strong>for</strong>eign system are of lawful and verifiable origin. Among<br />

o<strong>the</strong>rs, remitters are required to present documents such as proofs of identification,<br />

residency, and financial origin as required by local regulations of <strong>the</strong> host countries.<br />

Remitted amounts are also subject to <strong>the</strong> prescribed transmission limits of <strong>the</strong> monetary<br />

authorities or <strong>the</strong> financial intelligence units. I-Remit’s subsidiaries, associates, and<br />

agents are registered with <strong>the</strong> various financial and central monetary authorities<br />

globally such as <strong>the</strong> Office of <strong>the</strong> Superintendent of Financial Institutions (Canada), <strong>the</strong><br />

Hong Kong Monetary Authority, <strong>the</strong> Monetary Authority, etc. I-Remit’s subsidiaries,<br />

associates, and agents are registered with and submit periodic reports, when required,<br />

to <strong>the</strong> financial intelligence units (FIUs) of <strong>the</strong>ir host countries such as <strong>the</strong> Australian<br />

Transaction <strong>Report</strong>s and Analysis Centre (AUSTRAC), Financial Transactions and<br />

<strong>Report</strong>s Analysis Centre (FINTRAC) of Canada, <strong>the</strong> Joint Financial Intelligence Unit<br />

(JFIU) in Hong Kong, Her Majesty’s Customs and Excise (United Kingdom), etc. In<br />

ensuring compliance across <strong>the</strong> different locations, I-Remit’s Foreign System is linked<br />

to <strong>the</strong> databases of <strong>the</strong> Office of Foreign Assets Control (OFAC) of <strong>the</strong> US Department<br />

of <strong>the</strong> Treasury (Specially Designated Nationals and Blocked Persons List), Office of<br />

<strong>the</strong> Superintendent of Financial Institutions (OSFI) of Canada (Consolidated List of<br />

Names Subject to <strong>the</strong> Regulations Establishing a List of Entities Made Under<br />

Subsection 83.05[1] of <strong>the</strong> Criminal Code or <strong>the</strong> Regulations Implementing <strong>the</strong> United<br />

Nations Resolutions on <strong>the</strong> Suppression of Terrorism or <strong>the</strong> United Nations Al-Qaida<br />

and Taliban Regulations), and European Union (EU) (Consolidated List of Persons,<br />

Groups and Entities Subject to EU Financial Sanctions) to filter specially-designated<br />

nationals and blocked individuals.<br />

Regulatory risk also includes <strong>the</strong> strict monitoring or <strong>the</strong> limitation on <strong>the</strong> entry of <strong>for</strong>eign<br />

workers entering specific countries by <strong>the</strong>ir respective governments. Governments of<br />

some concerned nations have implemented strict monitoring measures on <strong>the</strong> number<br />

and types of <strong>for</strong>eign workers entering <strong>the</strong>ir respective countries because some of <strong>the</strong>ir<br />

citizens have incessantly blamed <strong>the</strong>ir inability to obtain jobs on <strong>the</strong> increasing<br />

competition from <strong>for</strong>eign migrant workers. By nature, <strong>the</strong> Philippine remittance industry<br />

relies heavily on <strong>the</strong> number of OFWs residing or working abroad, and sending money<br />

to <strong>the</strong> Philippines. Any decline in <strong>the</strong> growth of OFW deployment as a result of<br />

regulations or restrictions imposed by host countries may hamper <strong>the</strong> overall growth of<br />

<strong>the</strong> remittance industry.<br />

Legal risk refers to <strong>the</strong> uncertainty of <strong>the</strong> en<strong>for</strong>ceability of <strong>the</strong> obligations of <strong>the</strong><br />

Company’s business partners, agents, tie-ups, and suppliers. Changes in law and<br />

regulations could adversely affect <strong>the</strong> Company. Legal risk is higher in new areas of<br />

business where <strong>the</strong> law is often untested by <strong>the</strong> courts. The Company seeks to<br />

minimize its legal risks by using stringent legal documentation, employing procedures<br />

designed to ensure that transactions are properly authorized, and by constantly<br />

consulting its external legal counsels locally and in <strong>the</strong> countries it operates in.<br />

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

changing customer preferences, <strong>the</strong> introduction of new products and services, and <strong>the</strong><br />

emergence of new standards. The Company realizes <strong>the</strong> potential losses arising from<br />

<strong>the</strong> breakdown or malfunction of computer systems as well as from <strong>the</strong> misuse of its<br />

infrastructure and networks. The Company gives importance to computer security and<br />

has a comprehensive in<strong>for</strong>mation technology security policy. The Company defines<br />

and maintains in<strong>for</strong>mation security policies that follow industry standards, such as <strong>the</strong><br />

use of firewalls, secure socket layer (SSL) encryption, anti-virus measures, and userdefined<br />

access controls. The Company’s major application systems have multiple<br />

security features to protect <strong>the</strong> integrity of applications and data.<br />

28


Access to I-Remit’s Foreign System via <strong>the</strong> Internet has several security restrictions<br />

including firewalls, secure socket layers using 128-bit encryption, digital certificates and<br />

password identification. All remittance transactions are encrypted with hash totals / test<br />

keys to ensure au<strong>the</strong>nticity of transaction details. “Check and balance control” is<br />

implemented across <strong>the</strong> procedure cycle from <strong>for</strong>eign offices, associates, and agents to<br />

<strong>the</strong> I-Remit office in Manila.<br />

Most of <strong>the</strong> in<strong>for</strong>mation technology assets including critical servers are located in a<br />

centralized data center at <strong>the</strong> Company’s headquarters, which are subject to<br />

appropriate physical and logical access controls. Likewise, <strong>the</strong> systems are designed<br />

to be redundant to ensure continuity of business operations in <strong>the</strong> event of un<strong>for</strong>eseen<br />

events or disasters. The system also has parallel servers concurrently operating and<br />

connected to different ISP providers to ensure non-disruption of its operations.<br />

O<strong>the</strong>r In<strong>for</strong>mation<br />

No bankruptcy, receivership or similar proceedings have been instituted against <strong>the</strong><br />

Company and its subsidiaries, affiliates or associates. Fur<strong>the</strong>rmore, no material<br />

reclassification, merger, consolidation, or purchase or sale of a significant amount of<br />

assets not in <strong>the</strong> ordinary course of business has taken place.<br />

29


Item 2. Properties<br />

(B) Description of Property<br />

I-Remit and its subsidiaries do not own any real estate properties. I-Remit is leasing its headquarters<br />

located at <strong>the</strong> 25 th , 26 th , and 27 th floors of <strong>the</strong> Discovery Centre, a condominium office and residential<br />

building, located at 25 ADB Avenue, Ortigas Center, Pasig City from Oakridge Properties, Inc. In<br />

addition, certain departments of <strong>the</strong> Company are holding office at <strong>the</strong> 8 th floor of <strong>the</strong> Wynsum<br />

Corporate Plaza, a condominium office building located at 22 F. Ortigas Jr. Road, Ortigas Center,<br />

Pasig City. The contract of lease on one (1) condominium unit located at <strong>the</strong> New Divisoria Center<br />

Condominium in Sta. Elena, Binondo, Manila was cancelled in May <strong>2009</strong>.<br />

I-Remit and Oakridge Properties, Inc. are related to each o<strong>the</strong>r by virtue of JTKC Equities’ ownership<br />

of <strong>the</strong> Discovery Leisure Company, Inc. which in turn owns Oakridge Properties, Inc. JTKC Equities,<br />

Inc. is one of <strong>the</strong> Company’s major shareholders.<br />

The lease on <strong>the</strong> unit at <strong>the</strong> 25 th floor of <strong>the</strong> Discovery Centre (Unit 2503), consisting of an area of<br />

199.70 square meters, is covered by an operating lease agreement with a term of three (3) <strong>year</strong>s,<br />

commencing on February 1, 2007 and ending on January <strong>31</strong>, 2010, with a 10 percent escalation on<br />

<strong>the</strong> aggregate current monthly rental on <strong>the</strong> 13 th and 25 th month of <strong>the</strong> lease term. The lease may be<br />

renewed under terms and conditions mutually agreed upon by <strong>the</strong> parties 90 days prior to <strong>the</strong><br />

expiration of <strong>the</strong> contract of lease. I-Remit, as lessee, has been given a rent-free period from<br />

February 1, 2007 to March 15, 2007. At <strong>the</strong> start of <strong>the</strong> lease, <strong>for</strong> <strong>the</strong> use and occupancy of <strong>the</strong><br />

premises, <strong>the</strong> Company paid Oakridge Properties, Inc. <strong>the</strong> amount of PHP 450.00 per square meter<br />

every month, exclusive of 12 percent EVAT (which is borne by I-Remit) or its equivalent monthly rental<br />

of PHP89,865.00. Renewal of this contract was made <strong>for</strong> a period of two (2) <strong>year</strong>s, commencing on<br />

February 1, 2010 and expiring on January <strong>31</strong>, 2012, with a monthly rental of PHP598.95 per square<br />

meter or PHP119,610.32 and subject to a 10 percent escalation on <strong>the</strong> 13 th month of <strong>the</strong> lease term.<br />

The lease on <strong>the</strong> unit at <strong>the</strong> 26 th floor of <strong>the</strong> Discovery Centre (Unit 2603), consisting of an area of<br />

199.70 square meters, is covered by an operating lease agreement with a term of one (1) <strong>year</strong>,<br />

commencing on <strong>December</strong> 1, 2008 and ending on November 30, <strong>2009</strong>. The lease may be renewed<br />

under terms and conditions mutually agreed upon by <strong>the</strong> parties 90 days prior to <strong>the</strong> expiration of <strong>the</strong><br />

contract of lease. I-Remit, as lessee, pays Oakridge Properties, Inc. every month <strong>the</strong> amount of<br />

PHP660.00 per square meter or its equivalent monthly rental of PHP1<strong>31</strong>,802.00. Renewal of this<br />

contract was made <strong>for</strong> a period of two (2) <strong>year</strong>s, commencing on <strong>December</strong> 1, <strong>2009</strong> and expiring on<br />

November 30, 2011, with a 10 percent escalation on <strong>the</strong> 13th month of <strong>the</strong> lease term.<br />

The lease on <strong>the</strong> units at <strong>the</strong> 26 th floor of <strong>the</strong> Discovery Centre (Units 2604 and 2605) with an<br />

aggregate useable floor area of 278.00 square meters and 273.80 square meters, is covered by an<br />

operating lease agreement with a term of two (2) <strong>year</strong>s, commencing on <strong>December</strong> 1, 2008 and<br />

expiring on November 30, <strong>2009</strong>. The lease may be renewed under terms and conditions mutually<br />

agreed upon by <strong>the</strong> parties 90 days prior to <strong>the</strong> expiration of <strong>the</strong> contract of lease. At <strong>the</strong> start of <strong>the</strong><br />

lease, I-Remit, as lessee, paid Oakridge Properties, Inc. every month <strong>the</strong> amount of PHP683.65 per<br />

square meter or its equivalent monthly rental of PHP377,238.07. Renewal of this contract was made<br />

<strong>for</strong> a period of two (2) <strong>year</strong>s, commencing on <strong>December</strong> 1, <strong>2009</strong> and expiring on November 30, 2011,<br />

with a 10 percent escalation on <strong>the</strong> 13th month of <strong>the</strong> lease term.<br />

The lease on <strong>the</strong> unit at <strong>the</strong> 27 th floor of <strong>the</strong> Discovery Centre (Unit 2703) with an aggregate useable<br />

floor area of 199.70 square meters, is covered by an operating lease agreement with a term of thirty<br />

five (35) months, which commenced on February 1, 2006 and expires on January <strong>31</strong>, <strong>2009</strong>. Renewal<br />

of this contract was made <strong>for</strong> a period of two (2) <strong>year</strong>s, commencing on February 1, <strong>2009</strong> and expiring<br />

on January <strong>31</strong>, 2011, with an escalation rate of 10 percent on <strong>the</strong> 13 th month of <strong>the</strong> lease term. The<br />

lease may be renewed under terms and conditions mutually agreed upon by <strong>the</strong> parties 90 days prior<br />

to <strong>the</strong> expiration of <strong>the</strong> contract of lease. I-Remit, as lessee, pays Oakridge Properties, Inc. <strong>the</strong><br />

amount of PHP532.40 per square meter every month or its equivalent rental of PHP106,320.28<br />

monthly up to January <strong>31</strong>, 2010. Thereafter, <strong>the</strong> rental escalated by 10 percent to PHP585.64 per<br />

square meter every month or its equivalent rental of PHP116,952.<strong>31</strong> monthly.<br />

The above monthly rentals with respect to <strong>the</strong> lease contracts with Oakridge Properties, Inc. exclude<br />

charges <strong>for</strong> air-conditioning and electricity or generator set during brown-out, water, and o<strong>the</strong>r charges<br />

such as association dues, parking fees, overtime pay of janitors and technicians which are borne by<br />

I-Remit.<br />

30


The lease on <strong>the</strong> unit at <strong>the</strong> 8 th floor of <strong>the</strong> Wynsum Corporate Plaza with an aggregate useable floor<br />

area of 287 square meters and five (5) parking spaces, are covered by an operating lease agreement<br />

with a term of two (2) <strong>year</strong>s, commencing on September 1, 2008 and expiring on August <strong>31</strong>, 2010.<br />

The lease may be renewed under terms and conditions mutually agreed upon by <strong>the</strong> parties 90 days<br />

prior to <strong>the</strong> expiration of <strong>the</strong> contract of lease. I-Remit, as lessee, pays Wynsum Realty Developer,<br />

Inc. <strong>the</strong> rent on <strong>the</strong> condominium unit in <strong>the</strong> amount of PHP 115,762.50 every month and on <strong>the</strong> five<br />

(5) parking spaces in <strong>the</strong> amount of PHP20,258.45 every month, both subject to an escalation rate of<br />

5 percent on <strong>the</strong> second <strong>year</strong>. Starting September 1, <strong>2009</strong>, <strong>the</strong> rental escalated by 5 percent to<br />

PHP121,550.63 every month on <strong>the</strong> condominium unit and PHP21,271.40 every month on <strong>the</strong> five (5)<br />

parking spaces. The rentals are exclusive of 12 percent value-added tax (VAT) which is <strong>for</strong> <strong>the</strong><br />

account of I-Remit.<br />

The above monthly rentals with respect to <strong>the</strong> lease contract with Wynsum Realty Developer, Inc.<br />

exclude charges <strong>for</strong> air-conditioning, electricity, gas, telephone and o<strong>the</strong>r charges such as association<br />

dues, which are borne by I-Remit.<br />

The lease on <strong>the</strong> condominium unit at <strong>the</strong> New Divisoria Center Condominium was cancelled in May<br />

<strong>2009</strong>. It was covered by an operating lease agreement with a term of five (5) <strong>year</strong>s, commencing on<br />

October 1, 2008, and subject to an escalation rate of 10 percent <strong>year</strong>ly effective on <strong>the</strong> second <strong>year</strong><br />

up to <strong>the</strong> fifth <strong>year</strong> of <strong>the</strong> lease term. I-Remit, as lessee, paid Mary C. de Leon, Rhodora C. de Leon,<br />

and Rosemary C. de Leon, in <strong>the</strong>ir capacity as heirs of <strong>the</strong> late Tomas Y. de Leon, <strong>the</strong> rent on <strong>the</strong> unit<br />

in <strong>the</strong> amount of PHP100,000 every month, net of value-added tax and withholding tax.<br />

<strong>31</strong>


Current Rent<br />

per Month<br />

Contract Period<br />

exclusive of Term<br />

Unit & Location Address Area (sqm) VAT (PHP) (<strong>year</strong>s) Start End<br />

Unit 2503, 25/F 25 ADB Avenue, Ortigas 199.70 89,865.00 3 Feb. 1, Jan. <strong>31</strong>,<br />

Discovery Centre Center, Pasig City<br />

2007 2010<br />

119,610.32 2 Feb. 1, Jan. <strong>31</strong>,<br />

2010 2012<br />

Unit 2603, 26/F 25 ADB Avenue, Ortigas 199.70 1<strong>31</strong>,802.00 2 Dec. 1, Nov. 30,<br />

Discovery Centre Center, Pasig City<br />

<strong>2009</strong> 2011<br />

Unit 2604 & 2605, 25 ADB Avenue, Ortigas 551.80 377,238.07 2 Dec. 1, Nov. 30,<br />

26/F Discovery<br />

Centre<br />

Center, Pasig City<br />

<strong>2009</strong> 2011<br />

Unit 2703, 27/F 25 ADB Avenue, Ortigas 199.70 106,320.28 2 Feb. 1, Jan. <strong>31</strong>,<br />

Discovery Centre Center, Pasig City<br />

<strong>2009</strong> 2011<br />

8/F Wynsum 22 F. Ortigas Jr. Road, 287.00 115,762.50 2 Sep. 1, Aug. <strong>31</strong>,<br />

Corporate Plaza Ortigas Center, Pasig<br />

City<br />

2008 2010<br />

Five (5) parking 22 F. Ortigas Jr. Road, --- 20,258.45 2 Sep. 1, Aug. <strong>31</strong>,<br />

spaces, Wynsum Ortigas Center, Pasig<br />

2008 2010<br />

Corporate Plaza City<br />

Ground Floor & Sta. Elena, Binondo, 155.59 100,000 5 Oct. 1, Sep. 30,<br />

Mezzanine Floor, Manila<br />

2008 2013<br />

New Divisoria<br />

(Cancelled<br />

Center<br />

in May<br />

Condominium<br />

<strong>2009</strong>)<br />

Rent expense pertaining to <strong>the</strong> above leased office spaces by <strong>the</strong> Parent Company, from Oakridge<br />

Properties, Wynsum Realty, and Sta. Elena Divisoria Condo, amounted to PHP11.11 million in <strong>2009</strong>,<br />

PHP9.48 million in 2008 and PHP7.07 million in 2007.<br />

I-Remit has office sharing arrangements with Surewell Enterprises, Ltd. in Hong Kong and Surewell<br />

Equities (Singapore) Pte. Ltd. in Singapore. Mr. Bansan C. Choa, Chairman and Chief Executive<br />

Officer of I-Remit, is also a shareholder in both companies.<br />

I-Remit’s subsidiaries have <strong>the</strong>ir respective operating lease agreements <strong>for</strong> <strong>the</strong>ir office spaces. The<br />

lease contracts are <strong>for</strong> periods ranging from 1 to 10 <strong>year</strong>s and may be renewed under <strong>the</strong> terms and<br />

conditions mutually agreed upon by <strong>the</strong> subsidiaries and <strong>the</strong> lessors.<br />

The Group’s rent expense includes operating lease agreements entered into by <strong>the</strong> subsidiaries <strong>for</strong><br />

<strong>the</strong> use of its office spaces. Rent expense of <strong>the</strong> Group amounted to PHP39.33 million, PHP32.53<br />

million, and PHP30.15 million in <strong>2009</strong>, 2008 and 2007, respectively.<br />

32


Item 3. Legal Proceedings<br />

(C) Legal Proceedings<br />

The Parent Company is not involved in nor are any of its properties subject to, any material legal<br />

proceeding that could potentially affect its operations and financial capabilities.<br />

33


Item 4. Submission of Matters to a Vote of Security Holders<br />

Except <strong>for</strong> matters taken up during <strong>the</strong> annual meeting of stockholders, <strong>the</strong>re were no matters<br />

submitted to a vote of security holders during <strong>the</strong> period covered by this report.<br />

34


PART II. OPERATIONAL AND FINANCIAL INFORMATION<br />

Item 5. Market <strong>for</strong> Issuer’s Common Equity and Related Stockholder Matters<br />

(A) Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters<br />

(1) Market In<strong>for</strong>mation<br />

The common shares of <strong>the</strong> Parent Company are traded in <strong>the</strong> Philippine Stock Exchange<br />

(PSE).<br />

Quarter end stock price ranges <strong>for</strong> 2007 were as follows:<br />

Quarter Ending Date High Low Close<br />

Dec. <strong>31</strong>, 2007 PHP 5.90 PHP 4.60 PHP 4.70<br />

Quarter end stock price ranges <strong>for</strong> 2008 were as follows:<br />

Quarter Ending Date High Low Close<br />

Mar. <strong>31</strong>, 2008 PHP 4.70 PHP 3.00 PHP 3.55<br />

Jun. 30, 2008 PHP 3.55 PHP 2.50 PHP 3.00<br />

Sep. 30, 2008 PHP 4.70 PHP 2.55 PHP 4.30<br />

Dec. <strong>31</strong>, 2008 PHP 5.00 PHP 3.25 PHP 4.95<br />

Quarter end stock price ranges <strong>for</strong> <strong>2009</strong> were as follows:<br />

Quarter Ending Date High Low Close<br />

Mar. <strong>31</strong>, <strong>2009</strong> PHP 4.80 PHP 3.70 PHP 4.45<br />

Jun. 30, <strong>2009</strong> PHP 4.65 PHP 4.00 PHP 4.10<br />

Sep. 30, <strong>2009</strong> PHP 4.60 PHP 3.85 PHP 4.00<br />

Dec. <strong>31</strong>, <strong>2009</strong> PHP 7.00 PHP 3.70 PHP 6.10<br />

Quarter end stock price ranges <strong>for</strong> 2010 were as follows:<br />

Quarter Ending Date High Low Close<br />

Mar. <strong>31</strong>, 2010 PHP 6.20 PHP 4.70 PHP 4.90<br />

The closing price of <strong>the</strong> Company’s common shares as of <strong>the</strong> latest practicable trading date,<br />

i.e., April 13, 2010, is PHP 4.80 per share.<br />

35


(2) Holders<br />

There were fourteen (14) common shareholders of record as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>. Common<br />

shares amounted to 562,417,000* as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>.<br />

* Inclusive of 9,329,000 common shares purchased by <strong>the</strong> Company under its stock buy-back<br />

program.<br />

The top twenty (20) common shareholders as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>, <strong>the</strong> number of shares<br />

held and <strong>the</strong> percentage of total shares held by each are as follows:<br />

Name Citizenship Total Shares<br />

Percentage<br />

(%)<br />

1 PCD Nominee Corporation - Filipino Filipino * 220,508,325 39.2073<br />

2 Star Equities Inc. Filipino 158,418,225 28.1674<br />

3 Surewell Equities, Inc. Filipino 122,043,900 21.6999<br />

4 JTKC Equities, Inc. Filipino 43,428,450 7.7218<br />

5 JPSA Global Services Co. Filipino 17,000,000 3.0227<br />

6 PCD Nominee Corporation – Non-Filipino Foreign 987,000 0.1755<br />

7 Solar Securities, Inc. Filipino 17,000 0.0030<br />

8 GTS Insurance Brokers Inc. Filipino 5,000 0.0009<br />

9 Cruz, Napoleon D. Sr. and/or Luisa I. Cruz Filipino 3,000 0.0005<br />

10 Soriano, Victor Martin J. Filipino 2,000 0.0004<br />

11 Ona, Edgardo V. Filipino 2,000 0.0004<br />

12 Olayres, Norberto F. and/or Olayres, Felisa J. Filipino 1,000 0.0002<br />

13 Hapi Iloilo Corporation Filipino 1,000 0.0002<br />

14 Gaw, Gilbert C. Filipino 100 0.0000<br />

Total ** 562,417,000 100.0000<br />

* Inclusive of 62,581,775 lodged common shares held by JTKC Equities, Inc., thus, its total<br />

shareholdings is 106,010,225 representing 18.8490% ownership.<br />

** Inclusive of 9,329,000 common shares purchased by <strong>the</strong> Company under its stock buy-back<br />

program.<br />

There were fourteen (14) common shareholders of record as of March <strong>31</strong>, 2010. Common<br />

shares amounted to 562,417,000* as of March <strong>31</strong>, 2010.<br />

* Inclusive of 9,329,000 common shares purchased by <strong>the</strong> Company under its stock buy-back<br />

program.<br />

The top twenty (20) common shareholders as of March <strong>31</strong>, 2010, <strong>the</strong> number of shares held<br />

and <strong>the</strong> percentage of total shares held by each are as follows:<br />

Name Citizenship Total Shares<br />

Percentage<br />

(%)<br />

1 PCD Nominee Corporation - Filipino Filipino * 220,362,625 39.1814<br />

2 Star Equities Inc. Filipino 158,418,225 28.1674<br />

3 Surewell Equities, Inc. Filipino 122,043,900 21.6999<br />

4 JTKC Equities, Inc. Filipino 43,428,450 7.7218<br />

5 JPSA Global Services Co. Filipino 17,000,000 3.0227<br />

6 PCD Nominee Corporation – Non-Filipino Foreign 1,147,700 0.2041<br />

7 GTS Insurance Brokers Inc. Filipino 5,000 0.0009<br />

8 Cruz, Napoleon D. Sr. and/or Luisa I. Cruz Filipino 3,000 0.0005<br />

9 Soriano, Victor Martin J. Filipino 2,000 0.0004<br />

10 Ona, Edgardo V. Filipino 2,000 0.0004<br />

11 Simon, Dwight David M. and/or Corinne Jewel R. Simon Filipino 2,000 0.0004<br />

12 Olayres, Norberto F. and/or Olayres, Felisa J. Filipino 1,000 0.0002<br />

13 Hapi Iloilo Corporation Filipino 1,000 0.0002<br />

14 Gaw, Gilbert C. Filipino 100 0.0000<br />

Total ** 562,417,000 100.0000<br />

* Inclusive of 62,581,775 lodged common shares held by JTKC Equities, Inc., thus, its total<br />

shareholdings is 106,010,225 representing 18.8490% ownership.<br />

** Inclusive of 9,329,000 common shares purchased by <strong>the</strong> Company under its stock buy-back<br />

program.<br />

36


(3) Dividends<br />

The Company’s Board of Directors is authorized to declare dividends. Pursuant to Sections 43<br />

and 143 of <strong>the</strong> Corporation Code of <strong>the</strong> Philippines, Section 5 of <strong>the</strong> Securities Regulation<br />

Code, and SEC Memorandum Circular No. 11, Series of 2008 (Guidelines on <strong>the</strong><br />

Determination of Retained Earnings Available <strong>for</strong> Dividend Declaration), dividends may be<br />

declared and paid out of <strong>the</strong> unrestricted retained earnings which shall be payable in cash,<br />

property, or stock to all stockholders on <strong>the</strong> basis of outstanding stock held by <strong>the</strong>m, as often<br />

and at such time as <strong>the</strong> Board of Directors may determine and in accordance with law and<br />

applicable rules and regulations. Cash and property dividend declarations do not require any<br />

fur<strong>the</strong>r approval from <strong>the</strong> Company’s shareholders. Any stock dividend declaration requires<br />

<strong>the</strong> approval of shareholders holding at least two-thirds of <strong>the</strong> Company’s total outstanding<br />

capital stock.<br />

Pursuant to existing Philippine regulations, cash dividends declared by <strong>the</strong> Company must<br />

have a record date of not less than ten (10) days or more than thirty (30) days from <strong>the</strong> date<br />

<strong>the</strong> cash dividends are declared.<br />

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

than thirty (30) days from <strong>the</strong> shareholders’ approval, provided however, that <strong>the</strong> set record<br />

date is not to be less than ten (10) training days from receipt of <strong>the</strong> Philippine Stock Exchange<br />

of <strong>the</strong> notice of declaration of stock dividend. If no record date is set, under <strong>the</strong> Securities and<br />

Exchange Commission rules, <strong>the</strong> record date will be deemed fixed at fifteen (15) days from <strong>the</strong><br />

date of stock dividend declaration. In <strong>the</strong> event that a stock dividend is declared in connection<br />

with an increase in authorized capital stock, <strong>the</strong> corresponding record date is to be fixed by <strong>the</strong><br />

Securities and Exchange Commission.<br />

The Board of Directors of <strong>the</strong> Company declared stock dividends worth PHP 43,000,000.00 to<br />

its shareholders on July 20, 2007, which declaration was subsequently ratified and confirmed<br />

by <strong>the</strong> Company’s shareholders during <strong>the</strong>ir annual meeting held on <strong>the</strong> same day,<br />

immediately after <strong>the</strong> Board meeting. The Record Date was set on August 19, 2007, thirty (30)<br />

days from <strong>the</strong> date of approval of <strong>the</strong> Company’s shareholders.<br />

With <strong>the</strong> listing of <strong>the</strong> Company’s shares in <strong>the</strong> Philippine Stock Exchange, <strong>the</strong> Company<br />

intends to maintain an annual dividend payment ratio <strong>for</strong> its shares of up to 20 percent of its<br />

consolidated net income from <strong>the</strong> preceding fiscal <strong>year</strong>, subject to <strong>the</strong> requirements of<br />

applicable laws and regulations and <strong>the</strong> absence of circumstances which may restrict <strong>the</strong><br />

payment of dividends. Circumstances which may restrict <strong>the</strong> payment of dividends include, but<br />

are not limited to, situations when <strong>the</strong> Company undertakes major projects and developments<br />

requiring substantial cash expenditures or when it is restricted from paying dividends by its<br />

loan covenants. The Company’s Board, may, at any time, modify such dividend payout ratio<br />

depending upon <strong>the</strong> results of operations and future projects and plans of <strong>the</strong> Company.<br />

On April 25, 2008, <strong>the</strong> Board of Directors of <strong>the</strong> Parent Company declared cash dividends<br />

amounting to PHP 21.99 million or PHP 0.0391 per share, payable to shareholders-of-record<br />

as of May 15, 2008, which declaration was subsequently ratified and confirmed by <strong>the</strong> Parent<br />

Company’ shareholders during <strong>the</strong>ir annual meeting held on July <strong>31</strong>, 2008. The payment of<br />

dividends was made on June 10, 2008.<br />

On March 20, <strong>2009</strong>, <strong>the</strong> Board of Directors of <strong>the</strong> Parent Company declared cash dividends<br />

amounting to PHP 26 million, representing 20 percent of <strong>the</strong> Company’s consolidated net<br />

income <strong>for</strong> <strong>the</strong> period <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2008 or PHP 0.0471 per share, payable to<br />

shareholders-of-record as of April 7, <strong>2009</strong>. The payment of dividends will be on a date on or<br />

be<strong>for</strong>e May 6, <strong>2009</strong>.<br />

On March 19, 2010, <strong>the</strong> Board of Directors of <strong>the</strong> Parent Company declared cash dividends<br />

amounting to PHP 26,603,532, representing 20 percent of <strong>the</strong> Company’s consolidated net<br />

income <strong>for</strong> <strong>the</strong> period <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2009</strong> or PHP 0.0481 per share, payable to<br />

shareholders-of-record as of April 8, 2010. The payment of dividends will be on a date on or<br />

be<strong>for</strong>e May 5, 2010.<br />

O<strong>the</strong>r than statutory limitations, <strong>the</strong>re are no restrictions that prevent <strong>the</strong> Parent Company from<br />

paying dividends on common equity.<br />

37


(4) Recent Sales of Unregistered or Exempt Securities, Including Recent Issuances of Securities<br />

Constituting an Exempt Transaction<br />

On August 21, 2007, <strong>the</strong> Company distributed stock dividends worth PHP 43,000,000.00 to <strong>the</strong><br />

stockholders of record as of August 19, 2007.<br />

The stock dividend declaration was approved by <strong>the</strong> Company’s Board of Directors on July 20,<br />

2007 and was subsequently approved and ratified by <strong>the</strong> stockholders owning at least twothirds<br />

(2/3) of <strong>the</strong> total outstanding capital stock of <strong>the</strong> Company on <strong>the</strong> same date of July 20,<br />

2007 during <strong>the</strong> annual stockholders’ meeting. The issuance of <strong>the</strong> shares as stock dividend<br />

was exempt from <strong>the</strong> Securities Regulation Code (SRC) registration requirements pursuant to<br />

Section 10.1 (d). The shares were issued at <strong>the</strong> original par value of one hundred pesos (PHP<br />

100.00) per share.<br />

Thereafter, with <strong>the</strong> approval of <strong>the</strong> Securities and Exchange Commission (“SEC”) on August<br />

22, 2007 of <strong>the</strong> Company’s application to increase its authorized capital stock to one billion<br />

pesos (PHP 1,000,000,000.00) and to reduce its par value per share to one peso (P1.00), <strong>the</strong><br />

Company, on August 23, 2007, issued a total of two hundred ninety seven million<br />

(297,000,000) common shares at <strong>the</strong> reduced par value of one peso (PHP 1.00) out of <strong>the</strong><br />

increase in <strong>the</strong> Company’s authorized capital stock to <strong>the</strong> following: (1) JPSA Global Services<br />

Company; (2) JTKC Equities, Inc.; (3) Star Equities Inc.; (4) Surewell Equities, Inc.<br />

Since no expense was incurred, or no commission, compensation or remuneration was paid or<br />

given in connection with <strong>the</strong> issuance of <strong>the</strong> shares, <strong>the</strong> same was exempt from <strong>the</strong> SRC<br />

registration requirements pursuant to Section 10.1 (i).<br />

Subsequent to <strong>the</strong> increase in authorized capital stock, <strong>the</strong> Company issued a total of<br />

15,000,000 shares out of its unissued and authorized capital stock on September 20, 2007 to<br />

its Directors, key Officers, Employees, Consultants and Resource Persons under <strong>the</strong> Special<br />

Stock Purchase Plan (“SSPP”).<br />

The <strong>for</strong>egoing issuance of <strong>the</strong> 15,000,000 new shares under <strong>the</strong> SSPP was <strong>the</strong> subject of an<br />

application <strong>for</strong> exemption from registration of <strong>the</strong> shares under Section 10.2 of <strong>the</strong> SRC, which<br />

application was granted by <strong>the</strong> SEC on September 13, 2007. Notwithstanding <strong>the</strong> a<strong>for</strong>esaid<br />

confirmation by <strong>the</strong> Commission of <strong>the</strong> exempt status of <strong>the</strong> SSPP shares, <strong>the</strong> Commission<br />

none<strong>the</strong>less required <strong>the</strong> Corporation to include <strong>the</strong> SSPP shares among <strong>the</strong> shares of I-Remit<br />

which were registered with <strong>the</strong> Commission prior to <strong>the</strong> conduct of its Initial Public Offering in<br />

October 2007. The registration of <strong>the</strong> I-Remit shares, toge<strong>the</strong>r with <strong>the</strong> SSPP shares, was<br />

rendered effective on 5 October 2007. All 15,000,000 shares were subscribed and purchased.<br />

The shares subject of <strong>the</strong> SSPP were sold at par value or PHP1.00 per share. Total share<br />

purchases amounting to PHP11.74 million were paid in full, while <strong>the</strong> difference totaling<br />

PHP3.26 million were paid by way of salary loan. Shares acquired through <strong>the</strong> SSPP are<br />

subject to a lock-up period of two (2) <strong>year</strong>s from <strong>the</strong> date of issue which <strong>ended</strong> on September<br />

19, <strong>2009</strong>. No underwriter was engaged in connection with <strong>the</strong> <strong>for</strong>egoing share issuance.<br />

The sale is fur<strong>the</strong>r subject to <strong>the</strong> condition that should <strong>the</strong> officer or employee resign from <strong>the</strong><br />

Parent Company prior to <strong>the</strong> expiration of <strong>the</strong> lock-up period, <strong>the</strong> share purchased by such<br />

resigning employee or officer shall be purchased at cost by <strong>the</strong> Parent Company’s Retirement<br />

Fund <strong>for</strong> <strong>the</strong> benefit of <strong>the</strong> Parent Company’s retiring employees or officers. As of <strong>December</strong><br />

<strong>31</strong>, <strong>2009</strong>, twenty-two (22) employees had resigned (seven in <strong>2009</strong>, thirteen in 2008 and two in<br />

2007) and <strong>the</strong>ir shares totaling to 808,100 (130,900 in <strong>2009</strong>; 548,500 in 2008; and, 128,700 in<br />

2007) were bought back by <strong>the</strong> Parent Company on behalf of <strong>the</strong> Retirement Fund. The total<br />

cost of <strong>the</strong> shares acquired amounting to PHP808,100 was recognized as treasury stock.<br />

With <strong>the</strong> establishment of <strong>the</strong> I-Remit, Inc. Retirement Fund and after <strong>the</strong> expiration of <strong>the</strong> lock<br />

up period on September 19, <strong>2009</strong>, <strong>the</strong> Company transferred to <strong>the</strong> Retirement Fund on<br />

September 24, <strong>2009</strong> <strong>the</strong> 808,100 shares it has bought back from its resigned employees and<br />

officers upon reimbursement of <strong>the</strong> advances made by <strong>the</strong> Company in acquiring such shares<br />

on behalf of <strong>the</strong> Retirement Fund. With this transfer, <strong>the</strong> Company’s outstanding capital stock<br />

now stands at 553,088,000 shares from 552,279,900 shares. Issued capital stock still remains<br />

at 562,417,000 shares.<br />

Except <strong>for</strong> <strong>the</strong> above issuances, <strong>the</strong> Company has not issued or sold new shares within <strong>the</strong><br />

past three (3) <strong>year</strong>s which were not registered pursuant to <strong>the</strong> requirements of <strong>the</strong> Securities<br />

Regulation Code (“SRC”).<br />

38


Item 6. Management’s Discussion and Analysis or Plan of Operation<br />

(A) Management’s Discussion and Analysis (MD&A) or Plan of Operation<br />

(1) Plan of Operation<br />

The Company’s strategy is focused on creating a global brand <strong>for</strong> I-Remit by: (i) identifying<br />

and tapping a wider customer base and (ii) maintaining its status as <strong>the</strong> leading and preferred<br />

choice of OFWs <strong>for</strong> <strong>the</strong>ir remittance requirements. The Company will still continue to introduce<br />

alternative delivery channels and find ways to fur<strong>the</strong>r improve <strong>the</strong> speed and reliability of<br />

deliveries, develop a wider delivery network, and <strong>for</strong>ge strategic alliances with various banks.<br />

The key elements of <strong>the</strong> Company’s strategy is as follows:<br />

Utilize technological advances in increasing value <strong>for</strong> money of products and<br />

services;<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 />

The Company’s general expansion plans in 2010 include <strong>the</strong> opening of offices or <strong>the</strong><br />

engagement of tie-ups and partners in Australia, Canada, Italy, Ireland, Macau, Saudi Arabia,<br />

and Switzerland.<br />

39


(2) Management’s Discussion and Analysis<br />

<strong>2009</strong> compared to 2008<br />

I-Remit realized a consolidated net income of PHP 133.1 million in <strong>2009</strong>, an increase of PHP<br />

3.2 million or 2.4% over <strong>the</strong> consolidated net income of PHP 129.98 million in 2008.<br />

Revenues increased by PHP 16.6 million (2.2%) to PHP 778.6 million in <strong>2009</strong> from PHP 762.0<br />

million in 2008 mainly due to <strong>the</strong> 11.9% increase in transaction count (from 2,397,180 in 2008<br />

to 2,683,639 in <strong>2009</strong>) and a 1.9% increase in USD remittance volume (from USD 1,083.6<br />

million in 2008 to USD 1,104.0 million in <strong>2009</strong>). Of <strong>the</strong> total transaction count in <strong>2009</strong>, <strong>the</strong><br />

percentage contributions per region are as follows: Asia-Pacific, 43%; Middle East, 28%; North<br />

America, 16%; and Europe, 9%. In terms of USD remittance volume, <strong>the</strong> regional<br />

contributions are as follows: Asia-Pacific, 33%; Europe, 12%, Middle East, 20%, and North<br />

America, 17%. The Company’s market share in <strong>2009</strong> was 6.4% from 6.6% in 2008 based on<br />

<strong>the</strong> BSP-reported figure of total inward remittances to <strong>the</strong> Philippines of USD 17.3 billion.<br />

Accordingly, <strong>the</strong> Company’s gross income decreased by PHP 17.7 million or -3.1% from PHP<br />

565.4 million in 2008 to 547.7 million in <strong>2009</strong>.<br />

Total operating expenses was higher by PHP 15.0 million (3.8%) from PHP 397.4 million in<br />

2008 to PHP 412.4 million in <strong>2009</strong> mainly on account of higher salaries, wages and employee<br />

benefits, and rental expenses. O<strong>the</strong>r income increased by 156.7% or PHP 52.7 million from<br />

PHP 33.7 million in 2008 to PHP 86.4 million in <strong>2009</strong> mainly due to net trading gains on debt<br />

securities (listed overseas) held <strong>for</strong> trading and higher o<strong>the</strong>r income of subsidiaries such as<br />

rebates and sub-lease rental income. Interest expense was higher by PHP 35.2 million<br />

(260.4%) from PHP 13.5 million in 2008 to PHP 48.7 million in <strong>2009</strong> due to increased loans.<br />

The total assets of <strong>the</strong> Company increased by PHP 514.5 million or 26.1% to PHP 2.488<br />

billion as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> against PHP 1.974 billion as of <strong>the</strong> same period in 2008.<br />

Cash and cash equivalents increased by PHP 130.2 million or 15.6% from PHP 832.6 million<br />

in 2008 to PHP 962.8 million in <strong>2009</strong>. Financial assets at FVPL amounting to PHP 65.8<br />

million consist of investments in debt securities (listed overseas) held <strong>for</strong> trading. Receivables<br />

increased by PHP <strong>31</strong>0.6 million or 33.2% from PHP 936.9 million in 2008 to PHP 1,247.5<br />

million in <strong>2009</strong>. O<strong>the</strong>r current assets increased by PHP 2.0 million or 10.0% from PHP 20.3<br />

million to PHP 22.3 million mainly because of a higher level of Visa cards inventory. Property<br />

and equipment decreased by PHP 3.1 million or 9.9% from PHP 30.9 million in 2008 to PHP<br />

27.8 million in <strong>2009</strong> on account of higher depreciation and amortization expenses. Goodwill<br />

increased by PHP 6.1 million or 6.6% from PHP 91.5 million in 2008 to PHP 97.6 million in<br />

<strong>2009</strong> due to exchange adjustment. Deferred tax asset increased by PHP 2.5 million or<br />

305.1% from PHP 0.8 million in 2008 to PHP 3.3 million in <strong>2009</strong>. O<strong>the</strong>r noncurrent assets<br />

increased by PHP 4.6 million or 13.2% from PHP 34.7 million in 2008 to PHP 39.3 million in<br />

<strong>2009</strong>.<br />

Total liabilities increased by PHP 378.2 million or 44.1% from PHP 857.5 million in 2008 to<br />

PHP 1,235.7 million in <strong>2009</strong> mainly higher level of current liabilities. Current liabilities<br />

increased by PHP 380.0 million or 44.6% from PHP 852.1 million in 2008 to PHP 1,232.1<br />

million in <strong>2009</strong> due to <strong>the</strong> increase in interest-earning loans by PHP 350.0 million or 60.3%<br />

from PHP 580.0 million in 2008 to PHP 930.0 million in <strong>2009</strong>.<br />

The Company’s stockholders’ equity as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> stood at PHP 1.252 billion,<br />

higher by PHP 136.4 million or 12.2% against <strong>the</strong> <strong>year</strong>-end 2008 level of PHP 1.116 billion.<br />

40


Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company (Parent Company and<br />

subsidiaries):<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income* over average stockholders’<br />

equity during <strong>the</strong> period<br />

11% 12%<br />

Return on Assets<br />

(ROA)<br />

Net income* over average total assets<br />

during <strong>the</strong> period<br />

6% 8%<br />

Earnings per Share<br />

(EPS)<br />

Net income* over average number of<br />

outstanding shares<br />

PHP 0.24 PHP 0.23<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

2% 42%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

547.7 565.4<br />

* Net Income attributable to equity holders of <strong>the</strong> Parent Company and Minority Interest. EPS computed using<br />

Net Income attributable to equity holders of <strong>the</strong> Parent Company <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and<br />

<strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2008 are P 0.25 and P 0.23, respectively.<br />

Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company’s subsidiaries:<br />

International Remittance (Canada) Ltd.<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

33% 62%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

10% 9%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

18.18 26.60<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

11% 35%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

99.7 85.8<br />

Lucky Star Management Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

47% 61%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

14% 40%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

11.18 15.67<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

20% 7%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

21.4 20.9<br />

IRemit Global Remittance Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

60% 5%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

4.08% 0.2%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

10,021.79 666.34<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

-17% -4%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

46.9 42.2<br />

41


I-Remit Australia Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

176% 108%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

24% 17%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

1,859,480.93 1,623,710.00<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

0.2 0.4<br />

Worldwide Exchange Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

41% 91%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

11% 45%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

29.75 106.93<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

-5% 40%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

32.6 35.0<br />

I-Remit New Zealand Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

81% 104%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-25% -21%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-2,654.42 -1,721.28<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

595% -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

7.6 1.1<br />

IREMIT EUROPE Remittance Consulting AG<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

-189% 56%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-<strong>31</strong>% -34%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-243.17 -259.01<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

43% -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

9.1 6.8<br />

42


Power Star Asia Group Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, <strong>2009</strong> Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

89% 90%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

78% 76%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

86.35 49.87<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

55.5 59.8<br />

2008 compared to 2007<br />

I-Remit realized a consolidated net income of PHP 129.9 million in 2008, an increase of PHP<br />

16.7 million or 15% over <strong>the</strong> consolidated net income of PHP 113.3 million in 2007.<br />

Revenues increased by PHP 200.3 million (36%) to PHP 762.0 million in 2008 from PHP<br />

561.8 million in 2007 mainly due to <strong>the</strong> 29% increase in transaction count (from 1,864,869 in<br />

2007 to 2,397,180 in 2008 ) and a 42% increase in USD remittance volume (from USD 762.3<br />

million in 2007 to USD 1,083.6 million in 2008). Of <strong>the</strong> total transaction count in 2008, <strong>the</strong><br />

percentage contributions per region are as follows: Asia-Pacific, 42%; Middle East, 28%; North<br />

America, 15%; and Europe, 10%. In terms of USD remittance volume, <strong>the</strong> regional<br />

contributions are as follows: Asia-Pacific, 34%; Europe, 13% , Middle East, 20% , and North<br />

America, 15%. The Company’s market share in 2008 grew to 6.60% from 5.28% in 2007<br />

based on <strong>the</strong> BSP-reported figure of total inward remittances to <strong>the</strong> Philippines of USD 16.43<br />

billion. Accordingly, <strong>the</strong> Company’s gross income increased by PHP 158.9 million or 39%<br />

from PHP 406.4 million in 2007 to 565.4 million in 2008.<br />

Total operating expenses was higher by PHP 119.7 million (43%) from PHP 277.7 million in<br />

2007 to PHP 397.4 million in 2008 mainly on account of higher salaries, wages and employee<br />

benefits, and marketing expenses. O<strong>the</strong>r income increased by 99% or PHP 16.7 million from<br />

PHP 16.9 million in 2007 to PHP 33.7 million in 2008 mainly due to higher o<strong>the</strong>r income of<br />

subsidiaries such as sub-lease rental income. Interest expense was lower by PHP 10.8<br />

million (44.5%) from PHP 24.3 million in 2007 to PHP 13.5 million in 2008.<br />

The total assets of <strong>the</strong> Company increased by PHP 572.6 million or 41% to PHP 1.974 billion<br />

as of <strong>December</strong> <strong>31</strong>, 2008 against PHP 1.401 billion as of <strong>the</strong> same period in 2007. Cash and<br />

cash equivalents increased by PHP 151.0 million or 22% from PHP 681.7 million in 2007 to<br />

PHP 832.6 million in 2008. Receivables increased by PHP 390.7 million or 72% from PHP<br />

546.2 million in 2007 to PHP 936.9 million in 2008. O<strong>the</strong>r current assets increased by PHP<br />

15.0 million or 284% from PHP 5.3 million in 2007 to PHP 20.3 million in 2008 mainly because<br />

of a higher level of prepaid expenses and card inventory. Property and equipment increased<br />

by PHP 11.8 million or 62% from PHP 19.1 million in 2007 to PHP 30.9 million in 2008 mainly<br />

due to investments in office and communication equipment. Goodwill decreased by PHP 20.0<br />

million from PHP 111.4 million in 2007 to PHP 91.5 million in 2008 due to exchange<br />

adjustment. O<strong>the</strong>r noncurrent assets increased by PHP 15.2 million or 68% from PHP 22.49<br />

million in 2007 to PHP 37.7 million in 2008.<br />

Total liabilities increased by PHP 533.6 million or 165% from PHP 323.9 million in 2007 to<br />

PHP 857.5 million in 2008 mainly higher level of current liabilities. Current liabilities increased<br />

by PHP 533.7 million or 168% from PHP <strong>31</strong>8.4 million in 2007 to PHP 852.1 million in 2008<br />

due to <strong>the</strong> increase in interest-earning loans by PHP 405.0 million or 2<strong>31</strong>% from PHP 175<br />

million in 2007 to PHP 580 million in 2008.<br />

The Company’s stockholders’ equity as of <strong>December</strong> <strong>31</strong>, 2008 stood at PHP 1.116 billion,<br />

higher by PHP 38.9 million or 4% against <strong>the</strong> <strong>year</strong>-end 2007 level of PHP 1.077 billion.<br />

43


Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company (Parent Company and<br />

subsidiaries):<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income* over average stockholders’<br />

equity during <strong>the</strong> period<br />

12% 21%<br />

Return on Assets<br />

(ROA)<br />

Net income* over average total assets<br />

during <strong>the</strong> period<br />

8% 11%<br />

Earnings per Share<br />

(EPS)<br />

Net income* over average number of<br />

outstanding shares<br />

PHP 0.23 PHP 0.56<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

42% 37%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

565.4 406.4<br />

* Net Income attributable to equity holders of <strong>the</strong> Parent Company and Minority Interest. EPS computed using<br />

Net Income attributable to equity holders of <strong>the</strong> Parent Company <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2008 and <strong>for</strong><br />

<strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2007 are P 0.23 and P 0.53, respectively.<br />

Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company’s subsidiaries:<br />

International Remittance (Canada) Ltd.<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

62% 99%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

9% 7%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

26.60 21.74<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

35% 74%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

85.8 67.3<br />

Lucky Star Management Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

61% -48%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

40% 23%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

15.67 11.78<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

7% 20%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

20.9 19.6<br />

IRemit Global Remittance Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

5% 33%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

0.2% 1%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

666.34 4,193.47<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

-4% -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

42.2 43.6<br />

44


I-Remit Australia Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

108% 98%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

17% 7%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

1,623,710.00 1,167,012.29<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

0.4 0.3<br />

Worldwide Exchange Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

91% 58%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

45% 34%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

106.93 77.14<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

40% -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

35.0 20.4<br />

I-Remit New Zealand Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

104% -<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-21% -<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-1,721.28 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

1.1 -<br />

IREMIT EUROPE Remittance Consulting AG<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

56% -<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-34% -<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-259.01 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

6.8 -<br />

45


Power Star Asia Group Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

90% -<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

76% -<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

49.87 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

59.8 -<br />

2007 compared to 2006<br />

I-Remit realized a consolidated net income of PHP 113.3 million in 2007, an increase of PHP<br />

70.8 million or 167% over <strong>the</strong> consolidated net income of PHP 42.5 million in 2006.<br />

Revenues increased by PHP 203.0 million (57%) to PHP 561.8 million in 2007 from PHP<br />

358.8 million in 2006 mainly due to <strong>the</strong> 35% increase in transaction count (from 1,383,843 in<br />

2006 to 1,864,869 in 2007) and a 37% increase in USD remittance volume (from USD 555.6<br />

million in 2006 to USD 762.3 million in 2007). Of <strong>the</strong> total transaction count in 2007, <strong>the</strong><br />

percentage contributions per region are as follows: Asia-Pacific, 42%; Middle East, 24%; North<br />

America, 15%; Europe, 11%; and O<strong>the</strong>rs, 8%. In terms of USD remittance volume, <strong>the</strong><br />

regional contributions are as follows: Asia-Pacific, 34%; Europe and Middle East, 18% each;<br />

North America, 17%; and O<strong>the</strong>rs, 13%. The Company’s market share in 2007 grew to 5.28%<br />

from 4.35% in 2006 based on <strong>the</strong> BSP-reported figure of total inward remittances to <strong>the</strong><br />

Philippines of USD 14.45 billion. Accordingly, <strong>the</strong> Company’s gross income increased by PHP<br />

172.8 million or 74% from PHP 233.6 million in 2006 to PHP 406.4 million in 2007.<br />

Total operating expenses net of o<strong>the</strong>r income was higher by PHP 94.1 million (49%) from PHP<br />

191.0 million in 2006 to PHP 285.1 million in 2007 mainly on account of higher salaries, wages<br />

and employee benefits, and marketing expenses. Net o<strong>the</strong>r charges declined by 61% or PHP<br />

12.1 million from PHP 19.7 million in 2006 to PHP 7.7 million in 2007 mainly due to higher<br />

o<strong>the</strong>r income of subsidiaries such as rebates and sub-lease rental income.<br />

The total assets of <strong>the</strong> Company increased by PHP 655.8 million or 88% to PHP 1.401 billion<br />

as of <strong>December</strong> <strong>31</strong>, 2007 against PHP 745.2 million as of <strong>the</strong> same period in 2006. Cash and<br />

cash equivalents increased by PHP 321.4 million or 89% from PHP 360.3 million in 2006 to<br />

PHP 681.7 million in 2007. Receivables increased by PHP 205.2 million or 60% from PHP<br />

341.0 million in 2006 to PHP 546.2 million in 2007. O<strong>the</strong>r current assets increased by PHP<br />

1.2 million or 28% from PHP 4.1 million in 2006 to PHP 5.3 million in 2007 mainly because of<br />

a higher level of prepaid expenses. Property and equipment increased by PHP 6.9 million or<br />

56% from PHP 12.2 million in 2006 to PHP 19.1 million in 2007 due to investments in office<br />

and communication equipment. The increase in goodwill of PHP 106.4 million to PHP 111.4<br />

million in 2007 against only PHP 5.0 million in 2006 was a result of <strong>the</strong> acquisition of<br />

subsidiaries, associates, and minority interests. O<strong>the</strong>r noncurrent assets decreased by PHP<br />

186,329 or 0.8% from PHP 22.7 million in 2006 to PHP 22.5 million in 2007.<br />

Total liabilities declined by PHP 2<strong>31</strong>.2 million or 42% from PHP 555.1 million in 2006 to PHP<br />

323.9 million in 2007 mainly on account of a lower level of current liabilities. Current liabilities<br />

declined by PHP 234.4 million or 42% from PHP 552.7 million in 2006 to PHP <strong>31</strong>8.4 million in<br />

2007 due to <strong>the</strong> reduction in interest-earning loans by PHP 320.8 million or 65% from PHP<br />

495.8 million in 2006 to PHP 175 million in 2007.<br />

The Company’s stockholders’ equity as of <strong>December</strong> <strong>31</strong>, 2007 stood at PHP 1.077 billion,<br />

higher by PHP 887.0 million or 467% against <strong>the</strong> <strong>year</strong>-end 2006 level of PHP 190.1 million.<br />

46


Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company (Parent Company and<br />

subsidiaries):<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2007 Dec. <strong>31</strong>, 2006<br />

Return on Equity (ROE)<br />

Net income* over average stockholders’<br />

equity during <strong>the</strong> period<br />

21% 25%<br />

Return on Assets<br />

(ROA)<br />

Net income* over average total assets<br />

during <strong>the</strong> period<br />

11% 7%<br />

Earnings per Share<br />

(EPS)<br />

Net income* over average number of<br />

outstanding shares<br />

PHP 0.56 PHP 84.97<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

37% 40%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

406.4 233.6<br />

* Net Income attributable to equity holders of <strong>the</strong> Parent Company and Minority Interest. EPS computed using<br />

Net Income attributable to equity holders of <strong>the</strong> Parent Company <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2007 and <strong>for</strong><br />

<strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2006 are P 0.53 and P 83.42, respectively.<br />

Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company’s subsidiaries:<br />

International Remittance (Canada) Ltd.<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2007 Dec. <strong>31</strong>, 2006<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

99% -2%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

7% -0.2%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

21.74 (0.<strong>31</strong>)<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

74% 60%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

67.3 42.8<br />

Lucky Star Management Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2007 Dec. <strong>31</strong>, 2006<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

-48% 0.6%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

23% -0.7%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

11.78 (0.44)<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

20% -0.6%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

19.6 14.5<br />

IRemit Global Remittance Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2007 Dec. <strong>31</strong>, 2006<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

33% -<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

1% -<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

4,193.47 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

43.6 -<br />

47


I-Remit Australia Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2007 Dec. <strong>31</strong>, 2006<br />

Return on Equity (ROE)<br />

Net income* over average stockholders’<br />

equity during <strong>the</strong> period<br />

98% -<br />

Return on Assets<br />

(ROA)<br />

Net income* over average total assets<br />

during <strong>the</strong> period<br />

7% -<br />

Earnings per Share<br />

(EPS)<br />

Net income* over average number of<br />

outstanding shares<br />

1,167,012.29 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

0.3 -<br />

Worldwide Exchange Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2007 Dec. <strong>31</strong>, 2006<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

58% -<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

34% -<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

77.14 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

20.4 -<br />

The Company is not aware of any known trends, commitments, events or uncertainties that will have a<br />

material impact on <strong>the</strong> Company’s liquidity. The Company has not defaulted in paying its currently<br />

maturing obligations. In addition, obligations of <strong>the</strong> Company are guaranteed up to a certain extent by<br />

<strong>the</strong> Company’s majority stockholders.<br />

The Company is not aware of any events that will trigger a direct or contingent financial obligation that<br />

is material to <strong>the</strong> Company, including any default or acceleration of an obligation.<br />

There are no material off-balance sheet transactions, arrangements, obligations (including contingent<br />

obligations), and o<strong>the</strong>r relationships of <strong>the</strong> Company with unconsolidated entities or o<strong>the</strong>r persons<br />

created during <strong>the</strong> reporting period.<br />

The Company has no material commitments <strong>for</strong> capital expenditures.<br />

Except as discussed above, <strong>the</strong> Company is not aware of any trends, events or uncertainties that have<br />

had or that are reasonably expected to have a material favorable or unfavorable impact on sales,<br />

revenues or income from continuing operations.<br />

There are no significant elements of income or loss that did not arise from <strong>the</strong> Company’s continuing<br />

operations.<br />

There are no seasonal aspects that had a material effect on <strong>the</strong> financial condition or results of<br />

operations.<br />

The Company does not expect any purchase of significant equipment in <strong>the</strong> next twelve (12) months.<br />

The Company does not expect any significant changes in <strong>the</strong> number of employees in <strong>the</strong> next twelve<br />

(12) months.<br />

48


Item 7. Financial Statements<br />

The consolidated financial statements and schedules listed in <strong>the</strong> accompanying Index to Financial<br />

Statements and Supplementary Schedules are filed as part of this Form 17-A.<br />

Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure<br />

I-Remit and its subsidiaries had no disagreement with <strong>the</strong> auditors on any matter of accounting principles or<br />

practices, financial statements disclosure, or auditing scope or procedure as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and<br />

<strong>December</strong> <strong>31</strong>, 2008.<br />

Appointment of and Review of <strong>the</strong> Per<strong>for</strong>mance of <strong>the</strong> External Auditor<br />

The Board of Directors and <strong>the</strong> stockholders approve <strong>the</strong> Audit Committee’s recommendation <strong>for</strong> <strong>the</strong><br />

appointment and <strong>the</strong> review of <strong>the</strong> per<strong>for</strong>mance of <strong>the</strong> external auditors. In appointing its external auditors,<br />

<strong>the</strong> Company considers <strong>the</strong> technical competence, training, experience and professional reputation of <strong>the</strong><br />

audit firm’s partners and staff, its capacity to per<strong>for</strong>m <strong>the</strong> requirements of <strong>the</strong> audit engagement, its<br />

correspondent and o<strong>the</strong>r professional relationships with reputable firms in o<strong>the</strong>r jurisdictions, and <strong>the</strong> general<br />

reputation of <strong>the</strong> firm <strong>for</strong> integrity and efficiency.<br />

Pursuant to <strong>the</strong> General Requirements of SRC Rule 68, Par. 3 (Qualifications and <strong>Report</strong>s of Independent<br />

Auditors), I-Remit engaged <strong>the</strong> services of SyCip Gorres Velayo & Co. (SGV & Co.) (BOA/PRC Reg. No.<br />

0001; SEC Accreditation No. 0012-FR-1) <strong>for</strong> <strong>the</strong> audit of <strong>the</strong> Group’s and Parent Company’s financial<br />

statements which comprise <strong>the</strong> statements of condition as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, and <strong>the</strong><br />

statements of income, changes in equity, and cash flows <strong>for</strong> each of <strong>the</strong> three (3) <strong>year</strong>s in <strong>the</strong> period <strong>ended</strong><br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong>.<br />

SGV & Co. is <strong>the</strong> Philippines’ largest professional services firm with nine (9) offices across <strong>the</strong> country. It<br />

employs over 1,800 people. SGV professionals from various disciplines provide integrated solutions that<br />

draw on diverse and deep competencies in assurance, tax, and risk services. Upholding <strong>the</strong> highest<br />

standards of quality, <strong>the</strong> Assurance and Advisory Business Services division of SGV & Co. has been ISOcertified<br />

since 1996.<br />

SGV & Co.’s track record has remained unmatched in <strong>the</strong> region. It has accumulated invaluable resources in<br />

its more than 60 <strong>year</strong>s of operation --- highly qualified and competent staff, state-of-<strong>the</strong>-art facilities, and an<br />

enviable international network.<br />

SGV & Co. is a member practice of Ernst & Young Global, a leader in professional services with 114,000<br />

people serving as trusted advisors in more than 140 countries offering audit, tax, and transaction advisory<br />

services across all industries to many of today’s leading global corporations as well as emerging growth<br />

companies.<br />

SGV & Co. has served as <strong>the</strong> Company’s external auditors since 2002. Josephine Adrienne A. Abarca (CPA<br />

Certificate No. 92126; SEC Accreditation No. 0466-A) is <strong>the</strong> current audit partner <strong>for</strong> <strong>the</strong> Company. Aris C.<br />

Malantic (CPA Certificate No. 90190; SEC Accreditation No. 0326-AR-1) is <strong>the</strong> <strong>for</strong>mer audit partner <strong>for</strong> <strong>the</strong><br />

Company and he has served as such from 2005 to 2008.<br />

49


External Audit Fees and Services<br />

For <strong>the</strong> audit of <strong>the</strong> Group’s and Parent Company’s annual financial statements and services provided in<br />

connection with statutory and regulatory filings or engagements, <strong>the</strong> aggregate amounts to be billed/billed ,<br />

exclusive of value-added tax (VAT) and out-of-pocket expenses by SGV amounts/amounted to PHP 600,000,<br />

PHP 500,000 and PHP 450,000 <strong>for</strong> <strong>2009</strong>, 2008 and 2007, respectively.<br />

Additionally, in 2007, PHP 1,0<strong>31</strong>,250 in engagement fees were paid (exclusive of VAT and out-of-pocket<br />

expenses) in connection with <strong>the</strong> audit of <strong>the</strong> Company’s accounts as of June 30, 2007 relative to its initial<br />

public offering.<br />

The Company’s Executive Committee approves <strong>the</strong> audit fees as recomm<strong>ended</strong> by <strong>the</strong> Management<br />

Committee.<br />

50


Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of <strong>the</strong> previous financial <strong>year</strong> except <strong>for</strong> <strong>the</strong><br />

adoption of <strong>the</strong> following new and am<strong>ended</strong> Philippine Accounting Standards (PAS) and Philippine Financial<br />

<strong>Report</strong>ing Standards (PFRS) and Philippine Interpretations from <strong>the</strong> International Financial <strong>Report</strong>ing<br />

Interpretations Committee (IFRIC) which became effective on January 1, <strong>2009</strong>:<br />

New Standards<br />

• PAS 1, Presentation of Financial Statements (Revised)<br />

• PAS 23, Borrowing Costs (Revised)<br />

• PFRS 8, Operating Segments<br />

Amendments to Standards<br />

• PAS 32 and PAS 1 Amendments – Puttable Financial Instruments and Obligations Arising on<br />

Liquidation<br />

• PFRS 1 and PAS 27 Amendments – Cost of an Investment in a Subsidiary, Jointly Controlled<br />

Entity or Associate<br />

• PFRS 2, Amendment – Vesting Conditions and Cancellations<br />

• PFRS 7 Amendments – Improving Disclosures about Financial Instruments<br />

• PAS 39 Financial Instruments – Recognition and Measurement (<strong>for</strong> periods ending on or after<br />

June 30, <strong>2009</strong>)<br />

Philippine Interpretations<br />

• Philippine Interpretation from <strong>the</strong> International Financial <strong>Report</strong>ing Interpretations Committee<br />

(IFRIC) 13, Customer Loyalty Programmes<br />

• Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign Operation<br />

• Philippine Interpretation IFRIC 18, Transfers of Assets from Customers<br />

51


Adopted new standards, amendments and interpretations that are deemed to have an impact on <strong>the</strong><br />

financial statements or per<strong>for</strong>mance of <strong>the</strong> Group are described below:<br />

PAS 1, Presentation of Financial Statements<br />

The revised standard separates owner and non-owner changes in equity. The statement of changes<br />

in equity will include only details of transactions with owners, with all non-owner changes in equity<br />

presented in a reconciliation of each component of equity. In addition, <strong>the</strong> standard introduces <strong>the</strong><br />

statement of comprehensive income, which presents all items of income and expense recognized in<br />

profit or loss, toge<strong>the</strong>r with all o<strong>the</strong>r items of recognized income and expense, ei<strong>the</strong>r in one single<br />

statement, or in two linked statements. The revision also includes changes in titles of some of <strong>the</strong><br />

financial statements to reflect <strong>the</strong>ir function more clearly, although not mandatory <strong>for</strong> use in <strong>the</strong><br />

financial statements. The Group has elected to present two linked statement of comprehensive<br />

income and statement of income and also retained <strong>the</strong> title of its balance sheet.<br />

PFRS 8, Operating Segments<br />

PFRS 8 replaced PAS 14, Segment <strong>Report</strong>ing upon its effective date. The Group concluded that <strong>the</strong><br />

operating segments determined in accordance with PFRS 8 are <strong>the</strong> same as <strong>the</strong> business segments<br />

previously identified under PAS 14.<br />

PFRS 7 Amendments – Improving Disclosures about Financial Instruments<br />

The amendments to PFRS 7, Financial Instruments: Disclosures, require additional disclosures about<br />

fair value measurement and liquidity risk. Fair value measurements related to items recorded at fair<br />

value are to be disclosed by source of inputs using a three level fair value hierarchy, by class, <strong>for</strong> all<br />

financial instruments recognized at fair value. In addition, a reconciliation between <strong>the</strong> beginning and<br />

ending balance <strong>for</strong> level 3 fair value measurements is now required, as well as significant transfers<br />

between levels in <strong>the</strong> fair value hierarchy. The amendments also clarify <strong>the</strong> requirements <strong>for</strong> liquidity<br />

risk disclosures with respect to derivative transactions and financial assets used <strong>for</strong> liquidity<br />

management.<br />

Improvements to PFRSs 2008<br />

The omnibus amendments to PFRSs issued in 2008 and <strong>2009</strong> (with respect to PAS 18, Revenue)<br />

were issued primarily with a view to removing inconsistencies and clarifying wordings. There are<br />

separate transitional provisions <strong>for</strong> each standard. The adoption of <strong>the</strong>se amendments resulted in<br />

changes in accounting policies but did not have any impact on <strong>the</strong> financial position or per<strong>for</strong>mance of<br />

<strong>the</strong> Group.<br />

• PAS 18, Revenue<br />

The Amendment adds guidance (which accompanies <strong>the</strong> Standard) to determine whe<strong>the</strong>r an entity<br />

is acting as a principal or as an agent. The features to consider are whe<strong>the</strong>r <strong>the</strong> entity (a) has<br />

primary responsibility <strong>for</strong> providing <strong>the</strong> goods or service; (b) has inventory risk; (c) has discretion in<br />

establishing prices; and (d) bears <strong>the</strong> credit risk. The Group assessed its revenue arrangements<br />

against <strong>the</strong>se criteria and concluded that it is acting as principal in some arrangements and as an<br />

agent in o<strong>the</strong>r arrangements.<br />

52


PART III. CONTROL AND COMPENSATION INFORMATION<br />

Item 9. Directors and Executive Officers of <strong>the</strong> Issuer<br />

(A) Directors, Executive Officers, Promoters and Control Persons<br />

(1) Directors, Including Independent Directors and Control Persons<br />

Bansan C. Choa, 55, Filipino<br />

Director, Chairman and Chief Executive Officer<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. Choa has served as Chairman and Chief Executive Officer of since 2005 and has been a<br />

Director since 2002. He is involved in various businesses in <strong>the</strong> manufacturing, and<br />

construction and property development sectors. He currently holds <strong>the</strong> following positions:<br />

Chairman, Confed Properties, Inc. (1991 to date); Chairman, Surewell Equities, Inc. (2001 to<br />

date); Director, Sterling Bank of Asia, Inc. (A Savings Bank) (2007 to date); Chairman, Six Alps<br />

Corporation (1997 to date); Chairman, Lucky Star Management, Ltd. (Hong Kong) (2001 to<br />

date); Chairman, Surewell Enterprise Ltd. (Hong Kong) (1998 to date); Chairman, Surewell<br />

Equities (Singapore) Pte. Ltd. (2001 to date).<br />

Mr. Choa is a licensed real estate broker and is active in <strong>the</strong> real property development and<br />

property management field. He has served and continues to hold board and officer positions<br />

in housing and real property development organizations including <strong>the</strong> Organization of<br />

Socialized Housing Developers as Vice President (2001 to 2008), President(2008 to <strong>2009</strong>) and<br />

Board Member (2010); Subdivision and Housing Developers Association as First Vice<br />

President (2008), Chairman (2004), and Board Governor (2000 to date). He is also <strong>the</strong><br />

Chairman of <strong>the</strong> Board of Trustees of Kassel Condominium Corporation (2001 to date).<br />

He was one of <strong>the</strong> finalists of <strong>the</strong> 2006 Entrepreneur of <strong>the</strong> Year award of <strong>the</strong> Ernst & Young<br />

global accounting firm. He is also a member of <strong>the</strong> Board of Trustees and <strong>the</strong> treasurer of<br />

Kabalikat ng Migranteng Pilipino, Inc. (KAMPI), a non-stock non-profit organization serving<br />

overseas Filipino workers.<br />

Mr. Choa obtained his master in business administration degree from <strong>the</strong> Ateneo de Manila<br />

University Graduate School of Business in 1985 and his bachelor’s degree in commerce from<br />

<strong>the</strong> De La Salle University in 1974. He is a certified public accountant (CPA) and a member of<br />

<strong>the</strong> Philippine Institute of Certified Public Accountants (PICPA). He was connected with <strong>the</strong><br />

accounting firm of SyCip Gorres Velayo & Co. from 1974 to 1976.<br />

Armin V. Demetillo, 41, Filipino<br />

Director, Chairman of <strong>the</strong> Executive Committee<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such July 17, <strong>2009</strong> to date<br />

Mr. Demetillo has served as Director and Chairman of <strong>the</strong> Executive Committee of I-Remit,<br />

Inc. since July 17, <strong>2009</strong>. He is <strong>the</strong> Managing Director of Goldleaf Guard Services, Inc. (2002<br />

to date); Executive Vice President, Rapid Security (2002 to date); and vice president, St.<br />

Thomas Security Corporation (2002 to date). Mr. Demetillo is <strong>the</strong> Founding President/Charter<br />

President of <strong>the</strong> Rotary Club of Pasay EDSA, R.I. District 3810. He also served as a member<br />

of <strong>the</strong> Board of Trustees of <strong>the</strong> Rotary Street Children Foundation (2005 to 2007). In 2005 to<br />

2006, he assumed <strong>the</strong> position of Chairman of <strong>the</strong> Board of Virlanie Foundation, Inc. ( a street<br />

children foundation supported by Princess Caroline of Monaco, which received an award in<br />

Europe <strong>for</strong> its ef<strong>for</strong>t in protecting children’s rights).<br />

Mr. Demetillo obtained his bachelor of arts degree, major in philosophy cum laude from <strong>the</strong><br />

Saint Joseph Seminary College in 1990.<br />

53


Adolfo S. Suzara (+), Filipino<br />

Director and Chairman, Executive Committee<br />

Period Served as Such March 2002 to April 2, <strong>2009</strong><br />

Mr. Suzara served as Director and Chairman of <strong>the</strong> Executive Committee of I-Remit from 2001<br />

until he passed away on April 2, <strong>2009</strong>. He was also a Director <strong>the</strong> Chairman of <strong>the</strong> Bids and<br />

Awards Committee of Sterling Bank of Asia, Inc. (A Savings Bank) (2006 - <strong>2009</strong>). In addition,<br />

he concurrently held <strong>the</strong> following positions: Director and Member of <strong>the</strong> Executive<br />

Committee, Nexus Technologies, Inc. (1995 - <strong>2009</strong>); Director and Member of <strong>the</strong> Executive<br />

Committee, Wordtext Systems, Inc. (2003 - <strong>2009</strong>); Director and President, Webb Fontaine<br />

Pilipinas, Inc. (2005 - <strong>2009</strong>); Chairman, Microshop Subic, Inc. (2001 - <strong>2009</strong>); Director, WS<br />

Pacific Publications, Inc. (1996 - <strong>2009</strong>); Chairman and President, Philippine Microshop<br />

International, Inc. (1989 - <strong>2009</strong>); General Manager, Makati Microshop (1984 - <strong>2009</strong>);<br />

Chairman, Microshop Subic, Inc. (2001 - <strong>2009</strong>); Director, Zhangzhou Steel Works Co., Ltd.<br />

(2005 - <strong>2009</strong>); Chairman and President, Case Realty and Development Co., Inc. (1987 -<br />

<strong>2009</strong>).<br />

He was also a Director and a Member of <strong>the</strong> Executive Committee and Audit Committee,<br />

iVantage Corporation (2001 – 2006); Director, Yehey Corporation (2002 – 2005); Director, e-<br />

Business Services, Inc. (2002 – 2005); President, FCPI Group, Inc. (2002 – 2003).<br />

He also served in government initially in 1993 as a consultant to <strong>the</strong> Commissioner of <strong>the</strong><br />

Bureau of Customs, and subsequently, in 1998 as Deputy Commissioner in charge of <strong>the</strong><br />

Management In<strong>for</strong>mation System and Technology Group. He also served as a consultant to<br />

<strong>the</strong> Commissioner of <strong>the</strong> Bureau of Internal Revenue from 2003 to 2005.<br />

He was also active in several professional and civic associations, <strong>the</strong> most recent of which<br />

were as Chairman of <strong>the</strong> Board of Trustees, International Visitor Program – Philippines Alumni<br />

Foundation, Inc. (2005 - <strong>2009</strong>), an organization of <strong>the</strong> US government’s International Visitor<br />

Program whose members do volunteer work in <strong>the</strong> Philippines; as Trustee of <strong>the</strong> Public<br />

Finance Institute of <strong>the</strong> Philippines (2007 - <strong>2009</strong>); and as Trustee of <strong>the</strong> Foundation <strong>for</strong><br />

Revenue Enhancement (2004 - <strong>2009</strong>).<br />

Mr. Suzara obtained his bachelor of arts degree, major in economics, from <strong>the</strong> Ateneo de<br />

Manila University in 1972.<br />

54


Harris Edsel D. Jacildo, 48, Filipino<br />

Director, President & Chief Operating Officer<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 8, 2002 to date<br />

Mr. Jacildo joined I-Remit, Inc. as Executive Vice President and Chief Operating Officer in<br />

February 2002. He has been a Director and <strong>the</strong> President and Chief Operating Officer of <strong>the</strong><br />

Company since April 2003. He also currently holds <strong>the</strong> following positions: Director, Sterling<br />

Bank of Asia, Inc. (A Savings Bank) (2007 to date); Director, Lucky Star Management Ltd.<br />

(Hong Kong) (2002 to date); Director, Iremit Global Remittance Ltd. (United Kingdom) (2002 to<br />

date); Director, I-Remit Australia Pty Ltd (2002 to date).<br />

He is also a Trustee of <strong>the</strong> Kabalikat ng Migranteng Pilipino, Inc. (KAMPI) (2003 to date), a<br />

non-stock non-profit organization serving overseas Filipino workers and likewise serves as a<br />

Director of <strong>the</strong> Association of Philippine Private Remittance Services, Inc. (APPRISE) (2007 to<br />

2010), an organization of registered non-bank money remittance companies in <strong>the</strong> Philippines.<br />

Prior to joining I-Remit, he spent 20 <strong>year</strong>s in <strong>the</strong> banking industry where he was initially<br />

working in <strong>the</strong> field of in<strong>for</strong>mation technology while employed by <strong>the</strong> Pacific Banking<br />

Corporation (1982 – 1991). In 1991, he joined <strong>the</strong> remittance division of <strong>the</strong> Rizal Commercial<br />

Banking Corporation (RCBC) where he headed <strong>the</strong> domestic marketing unit until 2005 and<br />

was <strong>the</strong> head of its Asia-Pacific operations until 2002.<br />

Mr. Jacildo obtained his bachelor of science degree in applied economics from <strong>the</strong> De La Salle<br />

University in 1982. He also completed <strong>the</strong> basic management program of <strong>the</strong> Asian Institute of<br />

Management in 1991.<br />

Gilbert C. Gaw, 60, Filipino<br />

Director<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. Gaw has been a Director of I-Remit since 2002. He is a business engaged in steel<br />

manufacturing. He is currently a partner of JPSA Global Services (2003 to date), and a<br />

Director of Treasure Steelworks Corporation (2004 to date) and Zhangzhou Stronghold Steel<br />

Works Co., Ltd. (China) (2003 to date).<br />

He obtained his bachelor of science degree in electronics and communications engineering<br />

from <strong>the</strong> University of <strong>the</strong> East in 1973.<br />

55


A. Bayani K. Tan, 53, Filipino<br />

Director<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such May 18, 2007 to date<br />

Atty. Tan was <strong>the</strong> Corporate Secretary of I-Remit from 2001 until 2004 and has been a Director<br />

since May 2007. He is currently a Director, Corporate Secretary or both of <strong>the</strong> following<br />

reporting companies: Belle Corporation (1994 to date); First Abacus Financial Holdings<br />

Corporation (1994 to date); Sinophil Corporation (1993 to date); TKC Steel Corporation (2007<br />

to date); Pacific Online Systems Corporation (2007 to date); Tagaytay Highlands International<br />

Golf Club, Inc. (1993 to date); The Country Club at Tagaytay Highlands, Inc. (1995 to date);<br />

Tagaytay Midlands Golf Club, Inc. (1997 to date); The Spa and Lodge at Tagaytay Highlands,<br />

Inc. (1999 to date); Vantage Equities, Inc. (1993 to date); Destiny Financial Plans, Inc. (2003<br />

to date); Philequity Fund, Inc. (1997 to date); Philequity Peso Bond Fund, Inc. (2000 to date);<br />

Philequity PSE Index Fund, Inc. (1999 to date); and Philequity Dollar Income Fund, Inc. (1999<br />

to date).<br />

Mr. Tan has also been <strong>the</strong> Corporate Secretary and a Director of Sterling Bank of Asia, Inc. (A<br />

Savings Bank) since <strong>December</strong> 2006. He is also a Director, Corporate Secretary, or both <strong>for</strong><br />

<strong>the</strong> following private companies: City Cane Corporation, Destiny LendFund, Inc., Herway, Inc.,<br />

Monte Oro Grid Resources Corporation, and Highlands Gourmet Specialist Corp. He is<br />

Corporate Secretary <strong>for</strong> Good<strong>year</strong> Steel Pipe Corporation, Hella-Phil., Inc., JTKC Equities,<br />

Inc., Star Equities Inc., Metro Manila Turf Club, Inc., Oakridge Properties, Inc., Winstone<br />

Industrial Corp., Winsteel Manufacturing Corp., Discovery Country Suites, Inc., The Discovery<br />

Leisure Company, Inc., Yehey! Corporation, Belle Bay City Corporation and E-Business<br />

Services, Inc. He is also Director and Corporate Secretary <strong>for</strong> Monte Oro Resources &<br />

Energy, Inc., FHE Properties, Inc., Club Asia, Inc., and Yehey! Money, Inc. He is currently <strong>the</strong><br />

legal counsel of Xavier School, Inc. Atty. Tan is a Managing Partner of <strong>the</strong> law offices of Tan<br />

Venturanza Valdez (1989 to date) and <strong>the</strong> Managing Director/President of Shamrock<br />

Development Corporation.<br />

In <strong>the</strong> past, Atty. Tan has been a Director and Corporate Secretary of <strong>the</strong> APC Group, Inc. and<br />

Clearwater Country Club, Inc., Corporate Secretary of <strong>the</strong> International Exchange Bank and<br />

Eastern Telecommunications Philippines, Inc., and Assistant Corporate Secretary and Legal<br />

Counsel of <strong>the</strong> Philippine Stock Exchange, Inc.<br />

Atty. Tan holds a master of laws degree from <strong>the</strong> New York University, USA (class of 1988).<br />

He obtained his bachelor of laws degree from <strong>the</strong> University of <strong>the</strong> Philippines in 1980 where<br />

he was a member of <strong>the</strong> Order of <strong>the</strong> Purple Fea<strong>the</strong>r (<strong>the</strong> UP College of Law Honor Society)<br />

having ranked ninth in his class. Atty. Tan was admitted to <strong>the</strong> Philippine Bar in 1981 after<br />

placing sixth in <strong>the</strong> examinations. He also has a bachelor of arts degree (majored in political<br />

science) from <strong>the</strong> San Beda College (class of 1976) from where he graduated class<br />

valedictorian and was awarded <strong>the</strong> medal <strong>for</strong> academic excellence.<br />

56


Ben C. Tiu, 57, Filipino<br />

Director<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such May 18, 2007 to date<br />

Mr. Ben Tiu has been a Director of I-Remit, Inc. since 2001 and has also served as <strong>the</strong><br />

Chairman and Chief Executive Officer of I-Remit, Inc. from 2001 to 2004. He is also <strong>the</strong><br />

Chairman of <strong>the</strong> Boards of Sterling Bank of Asia, Inc. (A Savings Bank) (2007 to date), TKC<br />

Steel Corporation (2007 to date), and The Discovery Leisure Company (<strong>the</strong> group behind <strong>the</strong><br />

Discovery Suites Hotel, The Country Suites at Tagaytay City and Discovery Shores Boracay)<br />

(2001 to date). He is <strong>the</strong> Corporate Nominee in <strong>the</strong> Philippine Stock Exchange of Fidelity<br />

Securities, Inc. (1998 to date). He is also a Director of Iremit Singapore Pte Ltd (2001 to date).<br />

He also concurrently holds <strong>the</strong> following positions: Chairman, Tera Investments, Inc. (2001 to<br />

date); President, JTKC Equities, Inc. (1993 to date); President, Union Pacific Ace Industries,<br />

Inc. (1978 to date); President, Britishwire Industries Corporation (1976 to date); President,<br />

Goodway Marketing Corporation (1998 to date); Executive Vice President, Hotel System Asia,<br />

Inc. (1996 to date); Executive Vice President, JTKC Realty Corporation (1989 to date);<br />

Executive Vice President, Pan Asean Multi Resources Corporation (1976 to date); Executive<br />

Vice President and Treasurer, Aldex Realty Corporation (1982 to date); and Vice President,<br />

Good<strong>year</strong> Steel Pipe Corporation (1976 to date). Mr. Tiu was also <strong>for</strong>merly <strong>the</strong> Vice Chairman<br />

of <strong>the</strong> Board of <strong>the</strong> Executive Committee of <strong>the</strong> International Exchange Bank (1995 – 2006).<br />

He obtained his master in business administration degree from <strong>the</strong> Ateneo de Manila<br />

University Graduate School of Business in 1977 and his bachelor’s degree in mechanical<br />

engineering from <strong>the</strong> Loyola Marymount University, USA in 1975.<br />

John Y. Tiu, Jr., 33, Filipino<br />

Director<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. John Tiu has served as Director of I-Remit since 2002. He is also presently President of<br />

Tera Investments, Inc. (2003 to date); a Director of Sterling Bank of Asia, Inc. (A Savings<br />

Bank) (2007 to date), Director and Treasurer, JTKC Equities, Inc. (2003 to date), Director,<br />

Zhang Zhou Steelworks Co., Ltd. (2005 to date), Director and Treasurer, JTKC Land, Inc.<br />

(2003 to date), Star Equities Inc. (2006 to date), Director and Treasurer, The Discovery Leisure<br />

Company (2001 to date), Director, Oakridge Properties, Inc. (2003 to date), Director and<br />

Treasurer, Discovery Country Suites, Inc. (2004 to date), Director and President, Sou<strong>the</strong>rn<br />

Visayas Property Holdings, Inc. (2003 to date), and Director and First Vice President, JTKC<br />

Realty Corporation (2005 to date). He is also concurrently a Director and <strong>the</strong> Treasurer of Star<br />

Equities Inc. (2006 to date) and Touch Solutions, Inc. (2001 to date). He is also <strong>the</strong> President<br />

of Fidelity Securities, Inc. (2002 to date).<br />

Mr. John Tiu obtained his bachelor of science degree in electrical engineering (minor in<br />

ma<strong>the</strong>matics) from <strong>the</strong> University of Washington, USA in 1998.<br />

Ruben C. Tiu, 53, Filipino<br />

Director<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such May 18, 2007 to date<br />

Mr. Ruben Tiu has served as Director of I-Remit from 2002 to 2004 and was reappointed as<br />

such on May 18, 2007. He currently holds <strong>the</strong> following positions: Director, Sterling Bank of<br />

Asia, Inc. (A Savings Bank) (2007 to date); Director, Star Equities Inc. (2006 to date);<br />

President, JTKC Realty Corporation (1988 to date); President, Pan-Asean Multi Resources<br />

Corporation (1988 to date); President, Aldex Realty Corporation (1988 to date); President,<br />

Oakridge Properties, Inc. (1996 to date); Executive Vice President, JTKC Equities, Inc. (1993<br />

to date).<br />

Mr. Ruben Tiu obtained his bachelor of science in business administration degree from <strong>the</strong> De<br />

La Salle University in 1976.<br />

57


Calixto V. Chikiamco, 59, Filipino<br />

Director<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. Chikiamco has been a Director of I-Remit since 2002. He is a <strong>for</strong>mer columnist of <strong>the</strong><br />

Manila Standard and <strong>the</strong> Manila Times. He has authored two (2) books: “Re<strong>for</strong>ming <strong>the</strong><br />

System” (Orange Publications and Kalikasan Press, 1992) and “Why We Are Who We Are”<br />

(Foundation <strong>for</strong> Economic Freedom, 1998). In 2001, he was awarded by <strong>the</strong> Archdiocese of<br />

Manila <strong>for</strong> <strong>the</strong> Best Business Column (“Agriculture, Not IT”, Manila Standard) in <strong>the</strong> Catholic<br />

Mass Media Awards. He is <strong>the</strong> founder and president of MRM Studios, Inc., a company<br />

involved in mobile entertainment, digital musical services, and e-commerce (2001 to date). He<br />

also concurrently holds <strong>the</strong> following positions: Director, UPCC Securities (1999 to date); Vice<br />

Chairman, CBY, Inc. (1999 to date); Director, Golden Sunrise (1984 to date); Director, APMC<br />

(1985 to date); Director, Foundation <strong>for</strong> Economic Freedom (1996 to date). He is also involved<br />

in several professional and civic organizations such as <strong>the</strong> Foundation <strong>for</strong> Economic Freedom<br />

where he is a Director. He is also a member of <strong>the</strong> Philippine Internet Commerce Society and<br />

<strong>the</strong> Syracuse University Alumni Association.<br />

Mr. Chikiamco holds a Master’s degree in Professional Studies in Media Administration from<br />

<strong>the</strong> Syracuse University (New York, USA). He obtained his bachelor’s degree in economics<br />

summa cum laude from <strong>the</strong> De La Salle University.<br />

In accordance with <strong>the</strong> requirements of Section 38 of <strong>the</strong> Securities Regulation Code, <strong>the</strong><br />

Revised SRC Rules, and <strong>the</strong> Company’s Manual on Corporate Governance, <strong>the</strong> following<br />

Directors were nominated and elected as Independent Directors of <strong>the</strong> Company during <strong>the</strong><br />

<strong>Annual</strong> Stockholders’ Meeting held on July 17, <strong>2009</strong>.<br />

Jose Joel Y. Pusta, 57, Filipino<br />

Independent Director<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. Pusta has been a Director of I-Remit since 2002. He was a Director and Vice President of<br />

Confed Properties, Inc. (1997 to <strong>2009</strong>). He was also <strong>the</strong> Corporate Secretary and a Trustee<br />

of <strong>the</strong> Kabalikat ng Migranteng Pilipino, Inc. (KAMPI) (2003 to <strong>2009</strong>) and <strong>the</strong> President and a<br />

Trustee of <strong>the</strong> Kassel Condominium Corporation (2002 to <strong>2009</strong>).<br />

Mr. Pusta obtained his bachelor of science in commerce degree (majored in accounting) from<br />

<strong>the</strong> University of San Carlos in Cebu City in 1974. He has also earned units leading to <strong>the</strong><br />

master in business administration degree at <strong>the</strong> Ateneo de Manila University Graduate School<br />

of Business from 1985 to 1988. He is a certified public accountant (CPA) and a member of <strong>the</strong><br />

Philippine Institute of Certified Public Accountants (PICPA) and <strong>the</strong> Institute of Internal<br />

Auditors, Philippines.<br />

58


Gregorio T. Yu, 50, Filipino<br />

Director<br />

Director’s Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such May 18, 2007 to date<br />

Mr. Yu was a Director of I-Remit, Inc. from 2001 to 2004 and was re-elected as an<br />

Independent Director of <strong>the</strong> Company on May 18, 2007. He is currently <strong>the</strong> Chairman of CATS<br />

Automobile Corporation (2004 to date), Chairman of CATS Motors, Inc. (2000 to date),<br />

Chairman of CATS Asian Cars, Inc. (Mazda Greenhills) (2004 to date), Chief Executive Officer<br />

of Prople BPO, Inc. (<strong>for</strong>merly Summersault, Inc.) (2006 to date), Director and Treasurer of<br />

CMB Partners, Inc. (2003 to date), and President of <strong>the</strong> Domestic Satellite Corporation of <strong>the</strong><br />

Philippines (2001 to date). He is also <strong>the</strong> Vice Chairman of <strong>the</strong> Board and <strong>the</strong> Chairman of<br />

<strong>the</strong> Executive Committee Sterling Bank of Asia, Inc. (A Savings Bank) (2006 to date) and<br />

Chairman and President of Lucky Star Network Communications Corporation (1994 to date).<br />

He is also concurrently a Director of <strong>the</strong> following companies: Nexus Technologies, Inc. (2001<br />

to date); Jupiter Systems, Inc. (2001 to date); Wordtext Systems, Inc. (2001 to date); Yehey,<br />

Inc. (2001 to date); Philequity Money Market Fund, Inc. (2000 to date); Philequity Fund, Inc.<br />

(1994 to date) Philequity PSE Index Fund, Inc. (1999 to date); Philequity Dollar Income Fund,<br />

Inc. (1999 to date). He is also a Trustee of <strong>the</strong> Xavier School, Inc. (1998 to date) and a<br />

Trustee and <strong>the</strong> Chairman, Ways and Means Committee of <strong>the</strong> Xavier School Educational and<br />

Trust Fund, Inc. (1998 to date).<br />

Mr. Yu was <strong>for</strong>merly <strong>the</strong> President and Chief Executive Officer of Belle Corporation (1989 –<br />

2001). He was also a Director and a Member of <strong>the</strong> Executive Committee of The International<br />

Exchange Bank (1995 – 2006). He was also <strong>the</strong> President of <strong>the</strong> following organizations:<br />

Tagaytay Highlands International Golf Club (1991 – 2001); President, The Country Club and<br />

Tagaytay Highlands (1995 – 2001). He was also <strong>the</strong> President and Chief Executive Officer of<br />

Sinophil Corporation (1993 – 2001) and Pacific Online Systems Corporation (1994 – 2001).<br />

He was also <strong>the</strong> Vice Chairman of Philippine Global Communications (1996 – 2001) and <strong>the</strong><br />

APC Group, Inc. (1994 – 2001). He was also connected with <strong>the</strong> Chase Manhattan Asia<br />

Limited as Director of Corporate Finance (1988 – 1999) and with The Chase Manhattan Bank,<br />

NA Asia Pacific Regional Headquarters as Vice President – Area Credit. He was also a<br />

Second Vice President of <strong>the</strong> Chase Manhattan Bank, NA Manila Offshore Banking Unit from<br />

1983 to 1986.<br />

Mr. Yu obtained his Master of Business Administration degree from The Wharton School,<br />

Graduate of <strong>the</strong> University of Pennsylvania in 1983. He obtained his bachelor of arts degree in<br />

economics summa cum laude from <strong>the</strong> De La Salle University in 1978.<br />

The above directors shall hold office from <strong>the</strong>ir date of election until <strong>the</strong> next annual<br />

shareholders meeting or <strong>the</strong>ir resignation unless sooner terminated or removed in accordance<br />

with law.<br />

59


The names, ages, citizenship, present positions, previous positions, terms of office, and period<br />

served by <strong>the</strong> Corporate Secretary and <strong>the</strong> Assistant Corporate Secretary are as follows:<br />

Alma C. Santiago, 33, Filipino<br />

Corporate Secretary<br />

Term of Office July 17, <strong>2009</strong> to November 30, <strong>2009</strong><br />

Period Served as Such May 18, 2007 to November 30, <strong>2009</strong><br />

Atty. Santiago also served as <strong>the</strong> Corporate Secretary of Philequity Management, Inc. (2005 to<br />

<strong>2009</strong>) and as Assistant Corporate Secretary of <strong>the</strong> following companies: First Abacus<br />

Financial Holdings Corporation (2006 to <strong>2009</strong>); Vantage Equities (2007 to <strong>2009</strong>); Oakridge<br />

Properties, Inc. (2006 to <strong>2009</strong>); Tagaytay Highlands Community Condominium Association,<br />

Inc. (2005 to <strong>2009</strong>); Tagaytay Midlands Community Homeowners’ Association, Inc. (2005 to<br />

<strong>2009</strong>); Armi Corporation (2006 to <strong>2009</strong>); British Wire Industries Corporation (2006 to <strong>2009</strong>);<br />

Club Asia, Inc. (2006 to <strong>2009</strong>); Discovery Country Suite (2006 to <strong>2009</strong>); Sou<strong>the</strong>rn Visayas<br />

Property Holdings, Inc (2006 to <strong>2009</strong>); JTKC Equities, Inc. (2007 to <strong>2009</strong>); Star Equities Inc.<br />

(2006 to <strong>2009</strong>); Straightflush Corp. (2006 to <strong>2009</strong>); The Discovery Leisure Company, Inc.<br />

(2006 to <strong>2009</strong>); Good<strong>year</strong> Steel Pipe Corporation (2006 to <strong>2009</strong>); Philippine Calcium Industries<br />

Company, Inc. (2006 to <strong>2009</strong>); and Union Pacific Ace Industries, Inc. (2006 to <strong>2009</strong>).<br />

She obtained her bachelor of arts degree (majored in economics) from <strong>the</strong> Ateneo de Manila<br />

University in 1997 and her Juris Doctor graduate degree and professional doctorate in law<br />

from <strong>the</strong> Ateneo de Manila University School of Law in 2002. Atty. Santiago was admitted to<br />

<strong>the</strong> Philippine Bar in February 2003 and is currently an Associate of <strong>the</strong> law offices of Tan<br />

Venturanza Valdez.<br />

Nancy Joan M. Javier, 42, Filipino<br />

Corporate Secretary<br />

Term of Office <strong>December</strong> 1, <strong>2009</strong> until <strong>the</strong> next annual stockholders’<br />

meeting<br />

Period Served as Such <strong>December</strong> 1, <strong>2009</strong> to date<br />

Atty. Javier is <strong>the</strong> incumbent Corporate Secretary of I-Remit, Inc. She is also <strong>the</strong> Corporate<br />

Secretary of Jolliville Holdings Corporation (<strong>2009</strong> to date) and St. Patrick Mining and<br />

Development Corporation (<strong>2009</strong> to date). She was a Senior Associate of Mayer Brown JSM<br />

(<strong>for</strong>merly Johnson Stokes & Master) in Ho Chi Minh City, Vietnam (2007 to 2008) and SyCip<br />

Salazar Hernandez & Gatmaitan (1995 – 2007).<br />

She finished her preparatory course in veterinary medicine and obtained her bachelor of<br />

science in tourism degree cum laude degree in 1988 and bachelor of laws degree (Dean’s<br />

medalist <strong>for</strong> academic excellence) in 1995 from <strong>the</strong> University of <strong>the</strong> Philippines. She also<br />

obtained her master of laws, international law degree from <strong>the</strong> University of Michigan Law<br />

School in Ann Arbor, Michigan, USA in 2002. She was admitted to <strong>the</strong> Philippine Bar in 1996.<br />

She passed <strong>the</strong> New York State bar examination in <strong>2009</strong> and is licensed <strong>for</strong>eign practicing<br />

lawyer of Vietnam, 2008 – 2012. She is a Senior Associate of Tan Venturanza Valdez (<strong>2009</strong> to<br />

date).<br />

60


Atty. Michelle San Buenaventura-Dy, 30, Filipino<br />

Corporate Secretary<br />

Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such July 20, 2007 to date<br />

Atty. San Buenaventura-Dy is also currently <strong>the</strong> Assistant Corporate Secretary, having been<br />

elected during <strong>the</strong> respective stockholders’ meetings in 2007 of <strong>the</strong> following reporting<br />

companies: Belle Corporation, Sinophil Corporation and Sterling Bank of Asia Inc (A Savings<br />

Bank). Since 2007, she has also been <strong>the</strong> Corporate Secretary of private companies such as<br />

Metropolitan Leisure & Tourism Corporation, Highlands Gourmet Specialist Corporation,<br />

Highlands China Restaurant Corporation, Parallax Resources, Inc., Highland Gardens<br />

Corporation; Director and Corporate Secretary of and Subco Technology, Inc.; and Assistant<br />

Corporate Secretary of Fidelity Securities, Inc., Pan-Asean Multi-Resources Corporation,<br />

Demikk Holdings, Inc., JTKC Realty Corporation, Aldex Realty Corporation, Demikk Realty,<br />

Inc., JTKC Land, Inc., HotelSystems Asia, Inc., Donau Deli, Inc., JT Perle Corporation, Metro<br />

Manila Turf Club, Inc., Foundation Capital Resources, Inc.<br />

She is a member of <strong>the</strong> Philippine Bar and is an Associate of <strong>the</strong> Tan Venturanza Valdez law<br />

offices. She obtained her bachelor of laws degree in 2005 and her bachelor’s degree in public<br />

administration in 2000 from <strong>the</strong> University of <strong>the</strong> Philippines.<br />

61


The names, ages, citizenship, present positions, previous positions, terms of office, and period<br />

served of all Executive Officers are as follows:<br />

Bansan C. Choa, 55, Filipino<br />

Director, Chairman and Chief Executive Officer<br />

Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such 2005 to date<br />

(see above <strong>for</strong> business experience and positions held under “Directors”)<br />

Harris Edsel D. Jacildo, 48, Filipino<br />

Director, President and Chief Operating Officer<br />

Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such February 4, 2002 to date<br />

(see above <strong>for</strong> business experience and positions held under “Directors”)<br />

Ma. Elizabeth G. Yao, 39, Filipino<br />

Senior Vice President & Head, Service and Operations Division<br />

Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 12, 2002 to date<br />

Ms. Yao joined I-Remit in 2002 and has since been in charge of its Service and Operations<br />

Division. She was previously an equities sales officer of Belson Securities, Inc. (1997 – 2002).<br />

She was previously connected with <strong>the</strong> institutional sales group of Belson PrimeEast Capital<br />

(1996 – 1997) and was also a money market trader of <strong>the</strong> Security Bank Corporation (1995 –<br />

1996).<br />

She obtained her bachelor’s degree in business administration from <strong>the</strong> University of <strong>the</strong><br />

Philippines in 1994. She also att<strong>ended</strong> <strong>the</strong> business administration program of <strong>the</strong> University<br />

of New Mexico (USA) from 1988 to 1990.<br />

Ronald C. Santos, 38, Filipino<br />

First Vice President & Head, International Treasury<br />

Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such February 1, 2003 to date<br />

Mr. Santos joined I-Remit, Inc. in 2002 and headed <strong>the</strong> Company’s international treasury unit<br />

in charge of trading its <strong>for</strong>eign currencies. He was previously connected with <strong>the</strong> TeleMoney<br />

Division of <strong>the</strong> Rizal Commercial Banking Corporation (RCBC), <strong>the</strong> unit that handles OFW<br />

remittances, as a senior account officer and <strong>for</strong>eign exchange trader (1995 – 2000) and as <strong>the</strong><br />

head of its product and business development function (2000 – 2003).<br />

He obtained his master in business administration degree from <strong>the</strong> Ateneo de Manila<br />

University Graduate School of Business in 2001 and his bachelor’s degree in marketing from<br />

<strong>the</strong> San Beda College in 1993.<br />

Bernadette Cindy C. Tiu, 30, Filipino<br />

First Vice President & Chief Financial Officer; Head, Finance Division<br />

Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such April 1, 2005 to date<br />

Ms. Tiu has been <strong>the</strong> Chief Financial Officer of I-Remit since 2006. She was previously <strong>the</strong><br />

Finance Manager of IRemit Global Remittance Limited in <strong>the</strong> United Kingdom (2003) and<br />

International Remittance (Canada) Ltd. (2004), both wholly-owned subsidiaries of <strong>the</strong><br />

Company. She joined I-Remit, Inc. in Manila in 2005 as Treasurer and Corporate Governance<br />

Head.<br />

She obtained her bachelor’s degree in business administration (majored in accounting and<br />

finance) from <strong>the</strong> Boston University School of Management in 2001.<br />

62


Fitzgerald S. Duba, 45, Filipino<br />

Vice President & Compliance Officer; Head, Corporate Affairs and In<strong>for</strong>mation Division<br />

Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such November 16, 2007 to date<br />

Mr. Duba was a Vice President and <strong>the</strong> head of <strong>the</strong> Corporate Strategy Division of <strong>the</strong> Rizal<br />

Commercial Banking Corporation (RCBC) from 2002 to 2005, where he was employed <strong>for</strong> 12<br />

<strong>year</strong>s. He was also a management consultant in <strong>the</strong> Management Services Division of SyCip<br />

Gorres Velayo & Co (SGV) and later, <strong>the</strong> Manila office of Andersen Consulting.<br />

He obtained his bachelor’s degree in industrial engineering from <strong>the</strong> University of <strong>the</strong><br />

Philippines in 1987 and completed <strong>the</strong> basic banking course of <strong>the</strong> Asian Institute of<br />

Management in 1996. He also completed <strong>the</strong> corporate governance seminar of <strong>the</strong> Bangko<br />

Sentral ng Pilipinas (BSP) in 2000. He is a member of <strong>the</strong> Philippine Institute of Industrial<br />

Engineers.<br />

George S. Inocencio, 45, Filipino<br />

Vice President & Head, Customer Care and Support Department<br />

Term of Office July 17, <strong>2009</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such September 2008 to date<br />

Mr. Inocencio was a Managing Director and a member of <strong>the</strong> Board of Directors of Info<br />

Alchemy Corporation (2001 – 2008). He was <strong>for</strong>merly a Manager, and Chief Representative<br />

and Country Head of <strong>the</strong> Land Bank of <strong>the</strong> Philippines in Taipei, Taiwan and a Senior<br />

Specialist – Remittance Program from 1987 to 1992 of <strong>the</strong> Overseas Workers Welfare<br />

Administration (OWWA). He is concurrently, a Director of Morning Queen Laundry Ventures,<br />

Inc.<br />

He obtained his bachelor of arts degree in economics from <strong>the</strong> University of <strong>the</strong> Philippines in<br />

1986 and his master in management (with distinction) from <strong>the</strong> Asian Institute of Management<br />

in 2001.<br />

Dina M. Simbulan, 48, Filipino<br />

Vice President & Head, Sales<br />

Term of Office <strong>December</strong> 28, <strong>2009</strong> until <strong>the</strong> next annual stockholders’<br />

meeting<br />

Period Served as Such <strong>December</strong> 28, <strong>2009</strong> to date<br />

Ms. Simbulan was <strong>for</strong>merly <strong>the</strong> chief of human resources and administration of E-business<br />

Services, Inc – Western Union, a position she held from 2001 to 2002. She was appointed<br />

Chief <strong>for</strong> Operations of <strong>the</strong> same organization in 2002. She joined I-Remit, Inc. in 2005 and<br />

handled various positions in marketing and operations be<strong>for</strong>e joining Surewell Equities, Inc. as<br />

Chief Operations Officer.<br />

She obtained her bachelor of arts degree in development studies from <strong>the</strong> University of <strong>the</strong><br />

Philippines in 1987. She had also completed two <strong>year</strong>s of accountancy with <strong>the</strong> Polytechnic<br />

University of <strong>the</strong> Philippines.<br />

63


(2) Significant Employees<br />

There is no person o<strong>the</strong>r than <strong>the</strong> entire human resources as a whole, and <strong>the</strong> executive<br />

officers who are expected to make a significant contribution to <strong>the</strong> Company.<br />

(3) Family Relationships<br />

Directors Ben C. Tiu, John Y. Tiu, Jr. and Ruben C. Tiu are bro<strong>the</strong>rs. Bernadette Cindy C. Tiu,<br />

First Vice President and Chief Financial Officer of <strong>the</strong> Company, is a daughter of Director Ben<br />

C. Tiu.<br />

There are no o<strong>the</strong>r family relationships among <strong>the</strong> directors or <strong>the</strong> officers listed.<br />

(4) Involvement in Certain Legal Proceedings<br />

As a result of <strong>the</strong> delay in <strong>the</strong> delivery of <strong>the</strong> facilities of <strong>the</strong> Universal Leisure Club, Inc.<br />

(ULCI), some of its members have initiated legal actions against ULCI, <strong>the</strong> Universal Rightfield<br />

Property Holdings, Inc. (URPHI) and <strong>the</strong> Universal Leisure Corp. (ULCorp), as well as <strong>the</strong>ir<br />

respective incumbent and <strong>for</strong>mer officers and directors, including <strong>the</strong>ir <strong>for</strong>mer Corporate<br />

Secretary, A. Bayani K. Tan. The cases filed include:<br />

i. Civil actions <strong>for</strong> breach of contract and/or of contract, specific per<strong>for</strong>mance, quieting of<br />

title and reimbursement, damages with request <strong>for</strong> receivership and preliminary<br />

attachment (Civil Case Nos. MC03-075, MC03-077, and MC04-082) be<strong>for</strong>e <strong>the</strong> RTC 0f<br />

Mandaluyong City, which case have been settled and <strong>the</strong> RTC Mandaluyong has on 08<br />

February 2006, promulgated a Joint Decision approving <strong>the</strong> Settlement Agreement,<br />

Supplemental Agreement, and Second Supplemental Agreement re: Civil Case Nos.<br />

MC03-077 and MC04-082. RTC Mandaluyong, noting <strong>the</strong> settlement of Civil Case Nos.<br />

MC03-077 and MC04-082, likewise issued an Order dated 18 May 2006 re: Civil Case<br />

No. MC-075 holding that <strong>the</strong> a<strong>for</strong>ementioned settlement agreement likewise puts an end<br />

to Civil Case No. MC03-075, as it involves substantially similar factual antecedents, and<br />

holding fur<strong>the</strong>r that <strong>the</strong> complaint and counterclaims of <strong>the</strong> parties are withdrawn with<br />

prejudice. While <strong>the</strong> main cases have been settled, a group of ULCI members who were<br />

not included in <strong>the</strong> settlement and are not in favor of its terms have initiated suit to nullify<br />

<strong>the</strong> same. RTC Mandaluyong has rejected such moves to assail <strong>the</strong> settlement,<br />

prompting said group to elevate <strong>the</strong>ir complaint to <strong>the</strong> Court of Appeals, where <strong>the</strong> case<br />

is pending at present (docketed as CA G.R. No. 1007880)<br />

ii. A Complaint <strong>for</strong> Estafa (docketed as I.S. No. 08-K-19713) filed be<strong>for</strong>e <strong>the</strong> City Prosecutor<br />

of Manila. A Counter-Affidavit has already been filed be<strong>for</strong>e <strong>the</strong> City Prosecutor seeking<br />

to dismiss <strong>the</strong> Complaint <strong>for</strong> lack of cause of action.<br />

Except as provided above, <strong>the</strong> Company is not aware of any of <strong>the</strong> following events wherein<br />

any of its directors, executive officers, nominees <strong>for</strong> election as director, executive officers,<br />

underwriter or control persons were involved during <strong>the</strong> past five (5) <strong>year</strong>s up to <strong>the</strong> latest date.<br />

64


(1) Any bankruptcy petition filed by or against any business of which any of <strong>the</strong> above<br />

persons was a general partner or executive officer ei<strong>the</strong>r at <strong>the</strong> time of <strong>the</strong> bankruptcy or within<br />

two <strong>year</strong>s prior to that time;<br />

(2) Any order or judgment, or decree, not subsequently reversed, susp<strong>ended</strong> or vacated,<br />

of any court of competent jurisdiction, domestic or <strong>for</strong>eign, permanently or temporarily<br />

enjoining, barring, suspending or o<strong>the</strong>rwise limiting <strong>the</strong> involvement of any of <strong>the</strong> above<br />

persons in any type of business, securities, commodities or banking activities; and<br />

(3) Any findings by a domestic or <strong>for</strong>eign court of competent jurisdiction (in civil action),<br />

<strong>the</strong> SEC or comparable <strong>for</strong>eign body, or a domestic or <strong>for</strong>eign exchange or electronic<br />

marketplace or self-regulatory organization, that any of <strong>the</strong> above persons has violated a<br />

securities or commodities law, and <strong>the</strong> judgment has not been reversed, susp<strong>ended</strong>, or<br />

vacated.<br />

The Company and its major subsidiaries and associates are not involved in, nor are any of<br />

<strong>the</strong>ir properties subject to, any material legal proceedings that could potentially affect <strong>the</strong>ir<br />

operations and financial capabilities.<br />

65


Item 10. Executive Compensation<br />

(B) Executive Compensation<br />

(1) Summary Compensation Table<br />

The following table summarizes <strong>the</strong> aggregate compensation paid or accrued during <strong>the</strong> last<br />

two (2) calendar <strong>year</strong>s and to be paid in <strong>the</strong> ensuing calendar <strong>year</strong> to <strong>the</strong> Company’s Chief<br />

Executive Officer and four (4) o<strong>the</strong>r most highly compensated officers:<br />

Year Name Principal Position<br />

2010<br />

(Estimate)<br />

<strong>2009</strong><br />

(Actual)<br />

2008<br />

(Actual)<br />

(2) Compensation of Directors<br />

Bansan C. Choa Chairman & CEO<br />

Harris E. D. Jacildo President & COO<br />

Ma. Elizabeth G. Yao SVP<br />

Bernadette Cindy C. Tiu FVP & CFO<br />

Ronald C. Santos FVP<br />

66<br />

Aggregate<br />

Compensation<br />

8,668,189.90<br />

All o<strong>the</strong>r officers and directors as a group unnamed 8,036,447.52<br />

Bansan C. Choa Chairman & CEO<br />

Harris E. D. Jacildo President & COO<br />

Ma. Elizabeth G. Yao SVP<br />

8,226,256.76<br />

Bernadette Cindy C. Tiu FVP & CFO<br />

Ronald C. Santos FVP<br />

All o<strong>the</strong>r officers and directors as a group unnamed 5,285,433.45<br />

Bansan C. Choa Chairman & CEO<br />

Harris E. D. Jacildo President & COO<br />

Ismael S. Reyes SVP<br />

7,570,103.19<br />

Ma. Elizabeth G. Yao SVP<br />

Bernadette Cindy C. Tiu FVP & CFO<br />

All o<strong>the</strong>r officers and directors as a group unnamed 5,265,802.58<br />

The directors receive per diems <strong>for</strong> attendance in meetings of <strong>the</strong> Board but do not receive<br />

compensation from <strong>the</strong> Company <strong>for</strong> services rendered. There are no o<strong>the</strong>r standard<br />

arrangements, including consultancy contracts, pursuant to which any Director of <strong>the</strong> Company<br />

was compensated, or is to be compensated, directly or indirectly, <strong>for</strong> any services provided as<br />

a Director, including any additional amounts payable <strong>for</strong> committee participation, or special<br />

assignments, during <strong>the</strong> Company’s last completed fiscal <strong>year</strong>, and <strong>the</strong> ensuing <strong>year</strong>.<br />

(3) Employment Contracts and Termination of Employment and Change-in-Control Arrangements<br />

There was no compensatory plan or arrangement with respect to named Executive Officers<br />

that resulted or will result from <strong>the</strong> resignation, retirement or termination of such executive<br />

officer from a change-in-control of <strong>the</strong> Company.


(4) Warrants and Options Outstanding: Repricing<br />

No warrants or options on <strong>the</strong> Company’s shares of stock have been issued to <strong>the</strong> Directors or<br />

Executive Officers as a <strong>for</strong>m of compensation <strong>for</strong> services rendered.<br />

67


Item 11. Security Ownership of Certain Beneficial Owners and Management<br />

(1) Security Ownership of Certain Record and Owners<br />

The following are known to <strong>the</strong> registrant to be directly or indirectly <strong>the</strong> record or beneficial owner of<br />

more than five per cent (5%) of registrant’s voting securities (registrant has only one class of voting<br />

security, i.e., common shares) as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>:<br />

Class<br />

Name and Address of Record<br />

Owner and Relationship with<br />

Issuer<br />

Common PCD Nominee Corporation<br />

G/F Makati Stock Exchange<br />

Building, 6767 Ayala Avenue,<br />

Makati City<br />

(stockholder)<br />

Common Star Equities Inc.<br />

2/F JTKC Center<br />

2155 Pasong Tamo<br />

Makati City<br />

Common Surewell Equities, Inc.<br />

690-A Quirino Ave.<br />

Tambo, Paranaque City<br />

Common JTKC Equities, Inc.<br />

2/F JTKC Center<br />

2155 Pasong Tamo<br />

Makati City<br />

Name and Address of<br />

Beneficial Owner and<br />

Relationship with<br />

Number of Per cent<br />

Record Owner Citizenship Shares Held<br />

(Please see note below) Filipino 220,508,325¹ 39.2073%<br />

Same as record owner Filipino 158,418,225 28.1674%<br />

Same as record owner Filipino 122,043,900 21.6999%<br />

Same as record owner Filipino 43,428,450 7.7218%<br />

NOTE: PCD Nominee Corporation (“PCDNC”) is a wholly-owned subsidiary of <strong>the</strong> Philippine Central Depository, Inc. The<br />

beneficial owners of such shares of <strong>the</strong> Company registered under <strong>the</strong> name of PCDNC are PCD’s participants who hold <strong>the</strong><br />

shares in <strong>the</strong>re own behalf or in behalf of <strong>the</strong>ir clients. No PCD participant currently owns more than five per cent (5%) of<br />

<strong>the</strong> Corporation’s shares <strong>for</strong>ming part of <strong>the</strong> PCNDC account except Fidelity Securities, Inc., viz:<br />

Class<br />

Common<br />

Name and Address of Owner<br />

and Relationship with Issuer Citizenship Number of Shares Per cent Held<br />

Fidelity Securities, Inc.*<br />

2/F JTKC Centre<br />

2155 Pasong Tamo, Makati City<br />

Filipino 1<strong>31</strong>,528,205² 23.3862%<br />

* Fidelity Securities, Inc. (“Fidelity”) is a registered broker and dealer in securities and holds <strong>the</strong> shares of <strong>the</strong> Company in favor of beneficial<br />

owners who hold <strong>the</strong> shares in <strong>the</strong>ir own behalf or on behalf of <strong>the</strong>ir respective clients.<br />

1 Includes 9,329,000 Treasury shares purchased from <strong>the</strong> stock market under <strong>the</strong> Buy-back Program that was approved by <strong>the</strong> Board on<br />

August 15, 2008.<br />

2 Includes 62,581,775 shares in favor of beneficial owner JTKC Equities, Inc. which owns a total of 106,010,225 shares or per cent held of<br />

18.8490%.<br />

68


(2) Security Ownership of Management (Individual Directors and Executive Officers)<br />

Title of<br />

Nature of Legal &<br />

Per cent<br />

Class Name of Beneficial Owner Number of Shares Beneficial Ownership Citizenship of Class<br />

Common Bansan C. Choa 778,000 Direct Filipino 0.13833%<br />

500,000 Indirect 0.08890%<br />

Common Armin V. Demetillo 100 Direct Filipino 0.00002%<br />

Common Harris Edsel D. Jacildo 344,300 Direct Filipino 0.06122%<br />

Common Calixto V. Chikiamco 100 Direct Filipino 0.00002%<br />

Common Gilbert C. Gaw 874,555 Direct Filipino 0.15550%<br />

Common Jose Joel Y. Pusta 100 Direct Filipino 0.00002%<br />

Common A. Bayani K. Tan 520,040 Direct Filipino 0.09247%<br />

Common Ben C. Tiu 1,090,030 Direct Filipino 0.19381%<br />

Common Ruben C. Tiu 378,960 Direct Filipino 0.06738%<br />

Common John Y. Tiu, Jr. 522,150 Direct Filipino 0.09284%<br />

Common Gregorio T. Yu 100 Direct Filipino 0.00002%<br />

Common Michelle B. San<br />

8,000 Direct Filipino 0.00142%<br />

Buenaventura-Dy<br />

Common Bernadette Cindy C. Tiu 140,900 Direct Filipino 0.02505%<br />

424,500 Indirect 0.07548%<br />

The aggregate number of shares owned of record by all Directors and Executive Officers as a group<br />

named herein as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> is 5,581,835 common shares or approximately 0.99% of <strong>the</strong><br />

Company’s common shares. This includes <strong>the</strong> indirect ownership of 924,500 shares representing<br />

0.16% of total outstanding and issued common shares.<br />

(3) Voting Trust of 5% or More<br />

The Company is not aware of any voting trust agreement executed granting any person <strong>the</strong> right to<br />

exercise <strong>the</strong> voting rights of a holder of 5% or more of <strong>the</strong> securities.<br />

(4) Changes In Control<br />

There are no arrangements, existing or o<strong>the</strong>rwise, which may result in a change in control of <strong>the</strong><br />

Company.<br />

69


Item 12. Certain Relationships and Related Party Transactions<br />

In <strong>the</strong> ordinary course of business, <strong>the</strong> Company engages in transactions with its subsidiaries and associate<br />

consisting of delivery services <strong>for</strong> a fee.<br />

The Company, as Lessor, entered into four (4) Lease Agreements covering its occupancy of its offices at <strong>the</strong><br />

25 th , 26 th and 27 th floors of <strong>the</strong> Discovery Center, at No. 25 ADB Avenue, Ortigas Center, Pasig City with<br />

Oakridge Properties, Inc., a related party by virtue of JTKC Equities, Inc.’s ownership of <strong>the</strong> Discovery<br />

Leisure Company, Inc. which in turn owns Oakridge Properties, Inc.<br />

I-Remit has office sharing arrangements with Surewell Enterprises, Ltd. in Hong Kong and Surewell Equities<br />

Pte. Ltd. in Singapore. Mr. Bansan C. Choa, Chairman and Chief Executive Officer, is a shareholder in both<br />

companies.<br />

The Company maintains deposit accounts with <strong>the</strong> Sterling Bank of Asia, Inc. (A Thrift Bank). In <strong>2009</strong> and<br />

2008, <strong>the</strong> Company has funded its retirement plan amounting to PHP 4.8 million and PHP 3.17 million,<br />

respectively, and maintained with Sterling Bank of Asia. The said bank’s majority shareholders are: JTKC<br />

Equities, Inc., Surewell Equities, Inc. and Star Equities Inc.<br />

In <strong>the</strong> normal course of doing business, <strong>the</strong>re were occasions when <strong>the</strong> stockholders would be advancing<br />

funds <strong>for</strong> working capital requirements of <strong>the</strong> Company. Reciprocally, <strong>the</strong>re would also be occasions when<br />

<strong>the</strong> Company would have excess funds and would employ <strong>the</strong>se to advance funds to some of its affiliates,<br />

payable on demand. In prior <strong>year</strong>s, advances were made to <strong>for</strong>eign offices which, as <strong>the</strong>se still in <strong>the</strong><br />

process of starting <strong>the</strong>ir commercial operations, were <strong>the</strong>n owned by <strong>the</strong> stockholders or associates or<br />

companies owned by <strong>the</strong> stockholders. The funds were <strong>the</strong>n used ei<strong>the</strong>r as working capital, to maintain cash<br />

balances in bank accounts of <strong>for</strong> provision of cash bonds. Presently, <strong>the</strong>se <strong>for</strong>eign offices are ei<strong>the</strong>r<br />

subsidiaries or affiliates of I-Remit.<br />

Fur<strong>the</strong>r to <strong>the</strong> Company’s usual course of business, it also advances funds to its subsidiaries, associates,<br />

and affiliates. These are accounts receivable from subsidiaries, associates, and affiliates pertaining to<br />

remittance transactions. These also consist of advances made to subsidiaries, associates, and affiliates <strong>for</strong><br />

working capital to maintain cash balances in bank accounts and to cover o<strong>the</strong>r financial and operating<br />

requirements. The receivables are usually settled on <strong>the</strong> next banking day. On <strong>the</strong> o<strong>the</strong>r hand, advances<br />

made to cover financial and operating requirements are due on demand.<br />

The law firm of Tan Venturanza Valdez is among <strong>the</strong> firms engaged by <strong>the</strong> Company to render legal services.<br />

Atty. A. Bayani K. Tan, a Director of <strong>the</strong> Company, is a managing partner of this firm while Atty. Nancy Joan<br />

M. Javier, <strong>the</strong> current Corporate Secretary, Atty. Alma C. Santiago, <strong>for</strong>mer Corporate Secretary, and Atty.<br />

Michelle B. San Buenaventura-Dy, Assistant Corporate Secretary are associates. During <strong>the</strong> <strong>year</strong>, <strong>the</strong><br />

Company paid Tan Venturanza Valdez certain legal fees that <strong>the</strong> Company believes to be reasonable <strong>for</strong> <strong>the</strong><br />

services rendered.<br />

70


Item 13. Corporate Governance<br />

PART IV. CORPORATE GOVERNANCE<br />

I-Remit practices <strong>the</strong> principles of good corporate governance – transparency, accountability, fairness, and<br />

responsibility – in reporting financial and non-financial in<strong>for</strong>mation about its activities and in its manner of<br />

conducting business with its customers, investors, staff, stockholders, and its various publics.<br />

The basic foundation and framework <strong>for</strong> corporate governance of I-Remit, Inc. is contained in its Articles of<br />

Incorporation and its By-Laws and in <strong>the</strong>ir subsequent amendments.<br />

In ensuring adherence to <strong>the</strong> principles of good corporate governance, <strong>the</strong> Board establishes <strong>the</strong> vision,<br />

strategic direction, key objectives, and <strong>the</strong> major policies and procedures <strong>for</strong> <strong>the</strong> management of <strong>the</strong><br />

Company. The Board also ensures that internal control mechanisms are in place and adequate <strong>for</strong> good<br />

governance.<br />

Manual on Corporate Governance<br />

On June 22, 2007, <strong>the</strong> Board of Directors approved and adopted <strong>the</strong> Company’s Manual on Corporate<br />

Governance (“Manual”) pursuant to SEC Memorandum Circular No. 2, Series of 2002 issued by <strong>the</strong><br />

Securities and Exchange Commission on April 5, 2002. The Manual contains <strong>the</strong> principles of good<br />

corporate governance and best practices and is int<strong>ended</strong> to be kept updated with new governance-related<br />

regulatory issuances. The Manual also established and defined <strong>the</strong> responsibilities and functions of <strong>the</strong><br />

Board and various Board committees necessary <strong>for</strong> good corporate governance, i.e., Audit Committee;<br />

Compensation and Remuneration Committee; and <strong>the</strong> Nominations Committee. The Manual also defines <strong>the</strong><br />

functions of <strong>the</strong> Corporate Secretary and prescribes <strong>the</strong> roles of <strong>the</strong> Company’s external and internal<br />

auditors.<br />

In addition, <strong>the</strong> Company also has a Conduct, Discipline and Ethics (CODE) Manual that was first adopted on<br />

May 1, 2004 and subsequently revised on July 7, 2004. This manual contains guidelines on matters<br />

involving work per<strong>for</strong>mance; professionalism; behavior and dealings with employees, directors, customers,<br />

and business partners; and handling of assets, records and in<strong>for</strong>mation. This manual is in <strong>the</strong> process of<br />

being revised to include standards on matters of good corporate governance such as insider trading and <strong>the</strong><br />

avoidance of conflict of interest situations.<br />

Independent Directors<br />

In accordance with SEC Memorandum Circular No. 16 Series of 2002, Guidelines on <strong>the</strong> Nomination and<br />

Election of Independent Directors, two (2) of <strong>the</strong> eleven members of <strong>the</strong> Board of Directors are Independent<br />

Directors in <strong>the</strong> persons of Messrs. Jose Joel Y. Pusta and Gregorio T. Yu.<br />

As used in Section 38 of <strong>the</strong> SRC, an independent director is a person who, apart from his fees and<br />

shareholdings, is independent of management and free from any business or o<strong>the</strong>r relationship which could,<br />

or could reasonably be perceived to, materially interfere with his exercise of independent judgment in<br />

carrying out his responsibilities as a Director of <strong>the</strong> Company.<br />

In accordance with SEC Notice on Certificate of Qualification dated October 20, 2006, <strong>the</strong> Independent<br />

Directors of I-Remit have, on August 10, <strong>2009</strong>, executed sworn Certifications of Independent Directors stating<br />

that <strong>the</strong>y possess all <strong>the</strong> qualifications and none of <strong>the</strong> disqualifications to serve as Independent Directors of<br />

<strong>the</strong> Parent Company, as provided <strong>for</strong> in Section 38 of <strong>the</strong> Securities Regulation Code. The Certifications of<br />

Independent Directors have been submitted to <strong>the</strong> Securities and Exchange Commission on August 10,<br />

2008.<br />

71


Committees of <strong>the</strong> Board of Directors<br />

In aid of good corporate governance, <strong>the</strong> Company’s Board created each of <strong>the</strong> following committees and<br />

appointed Board members <strong>the</strong>reto during <strong>the</strong> organizational meeting of <strong>the</strong> Board on July <strong>31</strong>, 2008. Each<br />

member of <strong>the</strong>ir respective committees named below began holding office on July <strong>31</strong>, 2008 and will serve<br />

until his successor shall have been duly qualified and elected.<br />

Executive Committee<br />

Except as provided in Section 35 of <strong>the</strong> Corporation Code, <strong>the</strong> Executive Committee has and<br />

exercises all such powers as may be delegated to it by <strong>the</strong> Board. It acts on matters in accordance<br />

with <strong>the</strong> authorities granted to it in case a full Board meeting cannot be convened. The The actions<br />

and decisions of <strong>the</strong> Executive Committee are reported to and are ratified by <strong>the</strong> Board.<br />

The Executive Committee is composed of <strong>the</strong> following: Mr. Armin V. Demetillo as Chairman, and<br />

Messrs. Bansan C. Choa, Gilbert C. Gaw, Harris E. D. Jacildo, and Ben C. Tiu as Members.<br />

Audit Committee<br />

The Audit Committee is responsible in assisting <strong>the</strong> Board in its fiduciary responsibilities by providing<br />

an independent and objective assurance to I-Remit’s management and shareholders of <strong>the</strong><br />

continuous improvement of <strong>the</strong> Company’s risk management systems and business operations, and<br />

<strong>the</strong> proper safeguarding and use of <strong>the</strong> Company’s resources and assets. It also ensures that <strong>the</strong><br />

Board will take appropriate corrective action in addressing control and compliance issues of <strong>the</strong><br />

Company.<br />

I-Remit’s Audit Committee shall have no less than three (3) members at least two (2) of whom are<br />

Independent Directors, one of whom shall serve as <strong>the</strong> Committee’s Chairman. The Committee<br />

reports to <strong>the</strong> Board and meets at twice every month.<br />

The Audit Committee is composed of <strong>the</strong> following: Mr. Gregorio T. Yu (Independent Director) as<br />

Chairman, and Messrs. Bansan C. Choa, John Y. Tiu, and Harris D. Jacildo as Members.<br />

Compensation and Remuneration Committee<br />

The Remuneration and Compensation Committee is responsible <strong>for</strong> objectively recommending a<br />

<strong>for</strong>mal and transparent framework of remuneration and evaluation <strong>for</strong> <strong>the</strong> members of <strong>the</strong> Board and<br />

<strong>the</strong> Company’s Executive Officers. The committee is also responsible <strong>for</strong> providing oversight on <strong>the</strong><br />

remuneration of <strong>the</strong> Executive Officers and o<strong>the</strong>r key personnel and <strong>for</strong> ensuring that compensation is<br />

always consistent with <strong>the</strong> Company’s culture, corporate strategy and control environment.<br />

The Compensation and Remuneration Committee is composed of three (3) members of <strong>the</strong> Board,<br />

one of whom is an Independent Director. The committee is composed of <strong>the</strong> following: Messrs.<br />

Bansan C. Choa, Armin V. Demetillo, and Gregorio T. Yu (Independent Director).<br />

72


Nomination Committee<br />

The Nomination Committee is responsible <strong>for</strong> implementing a process that ensures that all Directors<br />

to be nominated <strong>for</strong> election at <strong>the</strong> <strong>Annual</strong> Stockholders’ Meeting are all qualified and have none of<br />

<strong>the</strong> disqualifications <strong>for</strong> Directors as provided in <strong>the</strong> Company’s By-Laws and Manual on Corporate<br />

Governance. The committee provides <strong>the</strong> shareholders with an independent and objective evaluation<br />

and assurance that <strong>the</strong> members of <strong>the</strong> Board will foster <strong>the</strong> Company’s long-term success and<br />

competitiveness. The Nomination Committee is also responsible <strong>for</strong> reviewing and evaluating <strong>the</strong><br />

qualifications of all persons nominated to positions requiring appointment by <strong>the</strong> Board and <strong>for</strong><br />

assessing <strong>the</strong> Board’s effectiveness in directing <strong>the</strong> process of reviewing and replacing Board<br />

members. The committee is also responsible <strong>for</strong> reviewing <strong>the</strong> qualifications of executives prior to<br />

movement, promotion, or hiring.<br />

The By-Laws of <strong>the</strong> Company require that all nominations <strong>for</strong> Directors shall be submitted to <strong>the</strong><br />

Nomination Committee by any stockholder of record on or be<strong>for</strong>e January 30 of each <strong>year</strong> to allow <strong>for</strong><br />

sufficient time to assess and evaluate <strong>the</strong> qualifications of <strong>the</strong> nominees. All nominations <strong>for</strong><br />

Independent Directors shall be signed by <strong>the</strong> nominating stockholder and shall bear <strong>the</strong> acceptance<br />

and con<strong>for</strong>mity of <strong>the</strong> persons nominated.<br />

The Company’s Nomination Committee is composed of three (3) members of <strong>the</strong> Board, including one<br />

(1) independent director and one non-voting member in <strong>the</strong> person of <strong>the</strong> Human Resources<br />

Manager. The Company’s Nomination Committee reports directly to <strong>the</strong> Board and meets whenever<br />

necessary to review and evaluate <strong>the</strong> qualifications of all persons nominated to <strong>the</strong> Board as well as<br />

those nominated to o<strong>the</strong>r positions requiring appointment by <strong>the</strong> Board.<br />

The Nomination Committee is composed of Messrs. Bansan C. Choa, Armin V. Demetillo, and<br />

Gregorio T. Yu (Independent Director), and Ms. Ca<strong>the</strong>rine M. Chan (Head, Human Capital<br />

Management Department).<br />

73


<strong>Report</strong> on Attendance of Corporate Governance Seminars by Members of <strong>the</strong> Board of Directors<br />

The following is an updated report on <strong>the</strong> attendance by <strong>the</strong> Directors of <strong>the</strong> Company of Corporate<br />

Governance Seminars:<br />

Name of Director Date/s Att<strong>ended</strong> Institution<br />

1 Chikiamco, Calixto V. Jan. 8, 2008 De La Salle Professional Schools, Inc.<br />

Graduate School of Business, Makati City<br />

2 Choa, Bansan C. Jun. 4 & 5, 2003 Rural Bankers’ Research and Development<br />

Foundation, Inc., Academy <strong>for</strong> Banking in <strong>the</strong><br />

Countryside, Manila (<strong>for</strong> <strong>the</strong> directors of GMA<br />

Rural Bank of Cavite)<br />

3 Gaw, Gilbert C. Jan. 8, 2008 De La Salle Professional Schools, Inc.<br />

Graduate School of Business, Makati City<br />

4 Jacildo, Harris E. D. May 24 & 25, 2007 Development Finance Institute, Makati City<br />

5 Pusta, Jose Joel Y. (Independent) Jan. 30 & <strong>31</strong>, 2003 De La Salle Professional Schools, Inc.<br />

Graduate School of Business, Makati City<br />

6 Demetillo, Armin V. July 30 & <strong>31</strong>, <strong>2009</strong> Development Finance Institute/Bangko Sentral<br />

ng Pilipinas, Makati City<br />

7 Tan, A. Bayani K. Oct. 17 & Dec. 17, 2001 Institute of Corporate Directors, Makati City<br />

(<strong>for</strong> <strong>the</strong> directors of The International<br />

Exchange Bank)<br />

8 Tiu, Ben C. Oct. 17 & Dec. 17, 2001 Institute of Corporate Directors, Makati City<br />

(<strong>for</strong> <strong>the</strong> directors of The International<br />

Exchange Bank)<br />

9 Tiu, John Jr. Y. Oct. 17 & Dec. 17, 2001 Institute of Corporate Directors, Makati City<br />

(<strong>for</strong> <strong>the</strong> directors of The International<br />

Exchange Bank)<br />

10 Tiu, Ruben C. Oct. 17 & Dec. 17, 2001 Institute of Corporate Directors, Makati City<br />

(<strong>for</strong> <strong>the</strong> directors of The International<br />

Exchange Bank)<br />

11 Yu, Gregorio T. (Independent) Dec. 17, 2002 Institute of Corporate Directors, Makati City<br />

74


Evaluation System<br />

The Company also adopted an evaluation system based on a self-assessment rating questionnaire to<br />

determine <strong>the</strong> extent of compliance with <strong>the</strong> provisions of <strong>the</strong> Manual.<br />

On <strong>December</strong> 11, 2007, <strong>the</strong> Board appointed a Compliance Officer to monitor and ensure compliance with<br />

<strong>the</strong> provisions of <strong>the</strong> Manual.<br />

The Company also adopted an evaluation system based on a self-assessment rating questionnaire to<br />

determine <strong>the</strong> extent of compliance with <strong>the</strong> provisions of <strong>the</strong> Manual.<br />

Results of Evaluation<br />

Based on <strong>the</strong> results of <strong>the</strong> evaluation per<strong>for</strong>med, <strong>the</strong>re has been no significant deviation and, in general, <strong>the</strong><br />

Company has complied with most of <strong>the</strong> provisions and requirements of <strong>the</strong> Manual, SEC Memorandum<br />

Circular No. 6 Series of <strong>2009</strong>: Revised Code of Corporate Governance, and <strong>the</strong> leading practices and<br />

principles of good corporate governance <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>2009</strong>.<br />

The Company’s Certificate of Compliance with <strong>the</strong> Manual on Corporate Governance (SEC Form MCG-2002)<br />

was submitted by <strong>the</strong> Compliance Officer to <strong>the</strong> Securities and Exchange Commission and disclosed to <strong>the</strong><br />

Philippine Stock Exchange on January 22, 2010.<br />

The Company accomplished and submitted <strong>the</strong> <strong>2009</strong> Corporate Governance Scorecard <strong>for</strong> Publicly-Listed<br />

Companies on September 17, <strong>2009</strong> pursuant to SEC Memorandum Circular No. 8 dated October 10, 2008.<br />

75


PART V. EXHIBITS AND SCHEDULES<br />

The o<strong>the</strong>r exhibits, as indicated in <strong>the</strong> Index to Exhibits, are ei<strong>the</strong>r not applicable to <strong>the</strong> Company or require no<br />

answer.<br />

(a) Exhibit<br />

A – Aging of Consolidated Receivables, Unaudited, <strong>December</strong> <strong>31</strong>, <strong>2009</strong><br />

(b) <strong>Report</strong>s on SEC Form 17-C<br />

<strong>Report</strong>s under SEC Form 17-C (Current <strong>Report</strong>) that were filed during <strong>the</strong> last six (6) moths covered<br />

by this report:<br />

Date <strong>Report</strong><br />

July 1, <strong>2009</strong> Completion of <strong>the</strong> acquisition of up to 49% of outstanding capital stock of Hwa Kung Hong & Co.,<br />

Ltd.<br />

July 10, <strong>2009</strong> Press release: I-Remit, Jollibee partner to foster family ties with <strong>the</strong> Salu-Salo Padala Treat<br />

July 17, <strong>2009</strong> Election of directors in <strong>the</strong> <strong>2009</strong> <strong>Annual</strong> Stockholders’ Meeting and <strong>the</strong> appointment of officers<br />

and committee members in <strong>the</strong> subsequent organizational meeting of <strong>the</strong> Board of Directors<br />

Elected members of <strong>the</strong> Board of Directors<br />

“Please be advised that during <strong>the</strong> annual shareholders’ meeting, <strong>the</strong> following were elected as<br />

members of <strong>the</strong> Board of Directors of <strong>the</strong> Company <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>2009</strong> – 2010 to hold office as<br />

such until <strong>the</strong>ir successors shall have been duly elected and qualified:<br />

Jose Joel Y. Pusta - Independent Director<br />

Gregorio T. Yu - Independent Director<br />

Calixto V. Chikiamco - Director<br />

Bansan C. Choa - Director<br />

Armin V. Demetillo - Director<br />

Gilbert C. Gaw - Director<br />

Harris Edsel D. Jacildo - Director<br />

A. Bayani K. Tan - Director<br />

Ben C. Tiu - Director<br />

John Y. Tiu, Jr. - Director<br />

Ruben C. Tiu - Director<br />

76


Fur<strong>the</strong>r, during <strong>the</strong> same meeting, <strong>the</strong> shareholders approved <strong>the</strong> audited financial statements of<br />

<strong>the</strong> Company as of <strong>year</strong>-end 2008, as well as <strong>the</strong> re-appointment of SyCip, Gorres and Velayo as<br />

<strong>the</strong> Company’s external auditor <strong>for</strong> <strong>the</strong> <strong>year</strong> 2010.<br />

In <strong>the</strong> organizational meeting, <strong>the</strong> following persons were elected as officers of <strong>the</strong> Company <strong>for</strong><br />

<strong>the</strong> <strong>year</strong> 2008-<strong>2009</strong>, to serve as such until <strong>the</strong>ir successors shall have been duly elected and<br />

qualified:<br />

Bansan Choa - Chairman and Chief Executive Officer<br />

Harris E. D. Jacildo - President and Chief Operating Officer<br />

Alma C. Santiago - Corporate Secretary<br />

Michelle B. San Buenaventura-Dy - Asst. Corporate Secretary<br />

Bernadette Cindy C. Tiu - First VP & Chief Finance Officer<br />

Fitzgerald S. Duba - Compliance Officer<br />

Also during <strong>the</strong> a<strong>for</strong>esaid organizational meeting of <strong>the</strong> Board, <strong>the</strong> following directors were elected<br />

as members of <strong>the</strong> various Board committees <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>2009</strong> – 2010, to serve as such until<br />

<strong>the</strong>ir successors shall have been duly elected and qualified:<br />

Executive Committee<br />

1. Armin V. Demetillo (Chairman)<br />

2. Bansan C. Choa<br />

3. Gilbert C. Gaw<br />

4. Harris E. D. Jacildo<br />

5. Ben C. Tiu<br />

Audit Committee<br />

1. Gregorio T. Yu (Chairman)<br />

2. Bansan C. Choa<br />

3. John Y. Tiu, Jr.<br />

4. Harris D. Jacildo<br />

Nomination Committee<br />

1. Bansan C. Choa<br />

2. Armin V. Demetillo<br />

3. Gregorio T. Yu<br />

Compensation & Remuneration Committee<br />

1. Bansan C. Choa<br />

2. Armin V. Demetillo<br />

3. Gregorio T. Yu”<br />

77


July 17, <strong>2009</strong> President’s <strong>Report</strong> during <strong>the</strong> <strong>2009</strong> <strong>Annual</strong> Stockholders’ Meeting<br />

July 17, <strong>2009</strong> Notarized undertaking of a new director, who was elected in <strong>the</strong> <strong>2009</strong> <strong>Annual</strong> Stockholders’<br />

Meeting of I-Remit, Inc. pursuant to Section 4.2 of <strong>the</strong> Corporation’s Manual on Corporate<br />

Governance.<br />

July 17, <strong>2009</strong> Press release: I-Remit eyes Italy <strong>for</strong> expansion<br />

August 7, <strong>2009</strong> Copy of <strong>the</strong> letter submitted to <strong>the</strong> Philippine Stock Exchange dated August 7, <strong>2009</strong> providing <strong>the</strong><br />

Exchange with a copy of <strong>the</strong> Certificate of Attendance to <strong>the</strong> Corporate Governance & Risk<br />

Management Program of Mr. Armin V. Demetillo, a new director who was elected in <strong>the</strong> July 17,<br />

<strong>2009</strong> <strong>Annual</strong> Stockholders’ Meeting of I-Remit, Inc.<br />

August 10, <strong>2009</strong> Certifications under oath executed and signed by <strong>the</strong> Company’s Independent Directors, Messrs.<br />

Jose Joel Y. Pusta and Gregorio T. Yu.<br />

August 14, <strong>2009</strong> Press release: I-Remit opens its newest branch in North America’s largest mall; to offer remittance<br />

services to Filipinos and Chinese in Canada<br />

August 27, <strong>2009</strong> Signing of a Memorandum of Agreement with Elite Exchange Remittance Services S.A., a tie-up<br />

in Ambelokipi, A<strong>the</strong>ns, Greece<br />

September 4, <strong>2009</strong> Release of shares under voluntary lock-up<br />

September 25, <strong>2009</strong> Transfer to <strong>the</strong> I-Remit Retirement Fund of 808,100 shares bought back from resigned employees<br />

and officers<br />

September 30, <strong>2009</strong> Press release: I-Remit waives remittance service fees to OFWs in all its overseas offices<br />

November 20, <strong>2009</strong> Resignation of <strong>the</strong> Corporate Secretary and <strong>the</strong> appointment of her replacement<br />

November 24, <strong>2009</strong> Letter from <strong>the</strong> Company’s subsidiary in Austria, IREMIT EUROPE Remittance Consulting AG,<br />

advising <strong>the</strong> registration of said subsidiary with <strong>the</strong> Banca D’Italia Eurosistema as a provider of<br />

money transfer services in Italy<br />

78


I-REMIT, INC. AND SUBSIDIARIES<br />

Aging of Consolidated Receivables<br />

Unaudited<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong><br />

Annex A<br />

Total Current 2-30 Days <strong>31</strong>-60 Days Over 60 Days<br />

Agents 1,085,228,800 1,085,228,800<br />

-<br />

-<br />

Couriers 54,252,087 - 54,252,087<br />

-<br />

Minority shareholder-IERCAG 25,014,743 25,014,743<br />

Related Parties 18,927,425 9,850,430 496,775<br />

- 8,580,220<br />

Bureau of Internal Revenue 13,160,535 13,160,535<br />

Dividend 7,186,578 -<br />

- 7,186,578<br />

O<strong>the</strong>rs 43,747,994 -<br />

- 43,747,994<br />

1,247,518,162 1,095,079,230 54,748,862 - 97,690,070


P<br />

A 2 0 0 1 0 1 6 3 1<br />

SEC Registration Number<br />

I - R E M I T , I N C . A N D S U B S I D I A R I E S<br />

(Company’s Full Name)<br />

2 6 / F D i s c o v e r y C e n t r e , 2 5 A D B A v e<br />

n u e , O r t i g a s C e n t e r , P a s i g C i t y<br />

(Business Address: No. Street City/Town/Province)<br />

Mr. Bansan Choa 706-9999<br />

(Contact Person) (Company Telephone Number)<br />

1 2 3 1 A A F S<br />

Month Day (Form Type) Month Day<br />

(Fiscal Year) (<strong>Annual</strong> Meeting)<br />

(Secondary License Type, If Applicable)<br />

Dept. Requiring this Doc. Am<strong>ended</strong> Articles Number/Section<br />

Total Amount of Borrowings<br />

Total No. of Stockholders Domestic Foreign<br />

To be accomplished by SEC Personnel concerned<br />

File Number LCU<br />

Document ID Cashier<br />

S T A M P S<br />

COVER SHEET<br />

Remarks: Please use BLACK ink <strong>for</strong> scanning purposes.<br />

*SGVMC113951*


- 2 -<br />

An audit involves per<strong>for</strong>ming procedures to obtain audit evidence about <strong>the</strong> amounts and disclosures<br />

in <strong>the</strong> financial statements. The procedures selected depend on <strong>the</strong> auditor’s judgment, including <strong>the</strong><br />

assessment of <strong>the</strong> risks of material misstatement of <strong>the</strong> financial statements, whe<strong>the</strong>r due to fraud or<br />

error. In making those risk assessments, <strong>the</strong> auditor considers internal control relevant to <strong>the</strong> entity's<br />

preparation and fair presentation of <strong>the</strong> financial statements in order to design audit procedures that are<br />

appropriate in <strong>the</strong> circumstances, but not <strong>for</strong> <strong>the</strong> purpose of expressing an opinion on <strong>the</strong> effectiveness<br />

of <strong>the</strong> entity’s internal control. An audit also includes evaluating <strong>the</strong> appropriateness of accounting<br />

policies used and <strong>the</strong> reasonableness of accounting estimates made by management, as well as<br />

evaluating <strong>the</strong> overall presentation of <strong>the</strong> financial statements.<br />

We believe that <strong>the</strong> audit evidence we have obtained and <strong>the</strong> reports of <strong>the</strong> o<strong>the</strong>r auditors are sufficient<br />

and appropriate to provide a reasonable basis <strong>for</strong> our audit opinion.<br />

Opinion<br />

In our opinion, based on our audits and <strong>the</strong> reports of <strong>the</strong> o<strong>the</strong>r auditors, <strong>the</strong> financial statements<br />

referred to above present fairly, in all material respects, <strong>the</strong> financial position of <strong>the</strong> Group and of <strong>the</strong><br />

Parent Company as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, and <strong>the</strong>ir financial per<strong>for</strong>mance and <strong>the</strong>ir cash<br />

flows <strong>for</strong> each of <strong>the</strong> three <strong>year</strong>s in <strong>the</strong> period <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2009</strong> in accordance with Philippine<br />

Financial <strong>Report</strong>ing Standards.<br />

SYCIP GORRES VELAYO & CO.<br />

Josephine Adrienne A. Abarca<br />

Partner<br />

CPA Certificate No. 92126<br />

SEC Accreditation No. 0466-AR-1<br />

Tax Identification No. 163-257-145<br />

PTR No. 2087359, January 4, 2010, Makati City<br />

March 19, 2010<br />

*SGVMC113951*


I-REMIT, INC. AND SUBSIDIARIES<br />

STATEMENTS OF COMPREHENSIVE INCOME<br />

Consolidated Parent Company<br />

Years Ended <strong>December</strong> <strong>31</strong><br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

Net Income P=133,148,358 P=129,977,514 P=113,289,849 P=72,074,196 P=78,429,342 P=91,043,147<br />

O<strong>the</strong>r Comprehensive<br />

Income (Loss):<br />

Cumulative translation adjustment 5,927,398 (22,848,594) (3,339,611) – – –<br />

Total Comprehensive Income <strong>for</strong><br />

<strong>the</strong> Year, net of tax P=139,075,756 P=107,128,920 P=109,950,238 P=72,074,196 P=78,429,342 P=91,043,147<br />

Total Comprehensive Income<br />

attributable to:<br />

Equity holders of <strong>the</strong> Parent<br />

Company P=141,585,184 P=109,061,406 P=103,025,590<br />

Minority interest (2,509,428) (1,932,486) 6,924,648<br />

See accompanying Notes to Financial Statements.<br />

P=139,075,756 P=107,128,920 P=109,950,238<br />

*SGVMC113951*


I-REMIT, INC. AND SUBSIDIARIES<br />

STATEMENTS OF CHANGES IN EQUITY<br />

Capital Stock<br />

(Note 16)<br />

Consolidated<br />

Equity Attributable to Equity Holders of <strong>the</strong> Parent Company<br />

Capital Paid-in<br />

Cumulative<br />

Excess of Retained Share-based Translation Treasury<br />

Par Value Earnings Payment Adjustment<br />

Stock<br />

(Note 16) (Note 16) (Notes 16 and 18) (Note 16) (Notes 16 and 18) Total<br />

Balance at January 1, <strong>2009</strong> P=562,417,000 P=424,830,173 P=196,578,702 P=3,155,626 (P=25,604,416) (P=40,792,350) P=1,120,584,735 (P=4,511,980) P=1,116,072,755<br />

Net income (loss) <strong>for</strong> <strong>the</strong> <strong>year</strong> – – 136,379,766 – – – 136,379,766 (3,2<strong>31</strong>,408) 133,148,358<br />

Translation adjustment during <strong>the</strong> <strong>year</strong> – – – 5,205,418 – 5,205,418 721,980 5,927,398<br />

Total comprehensive income and expenses recognized<br />

during <strong>the</strong> <strong>year</strong> – – 136,379,766 – 5,205,418 – 141,585,184 (2,509,428) 139,075,756<br />

Cash dividends – – (26,012,383) – – – (26,012,383) (3,928,755) (29,941,138)<br />

Purchase of own stock – – – – – (130,900) (130,900) – (130,900)<br />

Share-based payment – – – 1,527,702 – – 1,527,702 – 1,527,702<br />

Transfers at <strong>the</strong> end of <strong>the</strong> lock up period – 4,683,328 – (4,683,328) 808,100 808,100 808,100<br />

Additional minority interest in a consolidated subsidiary – – – – – – – 25,014,743 25,014,743<br />

Balance at <strong>December</strong> <strong>31</strong>, <strong>2009</strong> P=562,417,000 P=429,513,501 P=306,946,085 P=– (P=20,398,998) (P=40,115,150) P=1,238,362,438 P=14,064,580 P=1,252,427,018<br />

Balance at January 1, 2008 P=562,417,000 P=424,830,173 P=87,783,477 P=1,000,<strong>31</strong>3 (P=3,880,092) (P=128,700) P=1,072,022,171 P=5,068,381 P=1,077,090,552<br />

Net income (loss) <strong>for</strong> <strong>the</strong> <strong>year</strong> – – 130,785,730 – – – 130,785,730 (808,216) 129,977,514<br />

Translation adjustment during <strong>the</strong> <strong>year</strong> – – – – (21,724,324) – (21,724,324) (1,124,270) (22,848,594)<br />

Total comprehensive income and expenses recognized<br />

during <strong>the</strong> <strong>year</strong> – – 130,785,730 – (21,724,324) – 109,061,406 (1,932,486) 107,128,920<br />

Cash dividends – – (21,990,505) – – – (21,990,505) (4,616,908) (26,607,413)<br />

Purchase of own stock – – – – – (40,663,650) (40,663,650) – (40,663,650)<br />

Share-based payment – – – 2,155,<strong>31</strong>3 – – 2,155,<strong>31</strong>3 – 2,155,<strong>31</strong>3<br />

Minority interest in newly consolidated subsidiary – – – – – – – (3,030,967) (3,030,967)<br />

Balance at <strong>December</strong> <strong>31</strong>, 2008 P=562,417,000 P=424,830,173 P=196,578,702 P=3,155,626 (P=25,604,416) (P=40,792,350) P=1,120,584,735 (P=4,511,980) P=1,116,072,755<br />

Minority<br />

Interest<br />

Total<br />

Equity<br />

*SGVMC113951*


Capital Stock<br />

(Note 16)<br />

Capital Paid-in<br />

Excess of<br />

Par Value<br />

(Note 16)<br />

- 2 -<br />

Consolidated<br />

Equity Attributable to Equity Holders of <strong>the</strong> Parent Company<br />

Deposits on<br />

Cumulative<br />

Future Stock Retained Share-based Translation<br />

Subscriptions Earnings Payment Adjustment<br />

(Note 16) (Note 16) (Notes 16 and 18) (Note 16)<br />

Treasury<br />

Stock<br />

(Notes 16 and 18) Total<br />

Balance at January 1, 2007 P=50,000,000 P=60,000,000 P=53,000,000 P=24,418,276 P=– (P=540,481) P=– P=186,877,795 P=3,2<strong>31</strong>,119 P=190,108,914<br />

Net income <strong>for</strong> <strong>the</strong> <strong>year</strong> – – – 106,365,201 – – – 106,365,201 6,924,648 113,289,849<br />

Translation adjustment during <strong>the</strong> <strong>year</strong> – – – – – (3,339,611) – (3,339,611) – (3,339,611)<br />

Total comprehensive income and expenses recognized<br />

during <strong>the</strong> <strong>year</strong> – – – 106,365,201 – (3,339,611) – 103,025,590 6,924,648 109,950,238<br />

Addition to deposits on future stock subscription – – 294,000,000 – – – – 294,000,000 – 294,000,000<br />

Issuances of shares of stock 469,417,000 364,830,173 (347,000,000) – – – – 487,247,173 – 487,247,173<br />

Stock dividends 43,000,000 – – (43,000,000) – – – – – –<br />

Purchase of own stock – – – – – – (128,700) (128,700) – (128,700)<br />

Acquisition of minority interest – – – – – – – – (5,087,386) (5,087,386)<br />

Share-based payment – – – – 1,000,<strong>31</strong>3 – – 1,000,<strong>31</strong>3 – 1,000,<strong>31</strong>3<br />

Balance at <strong>December</strong> <strong>31</strong>, 2007 P=562,417,000 P=424,830,173 P=– P=87,783,477 P=1,000,<strong>31</strong>3 (P=3,880,092) (P=128,700) P=1,072,022,171 P=5,068,381 P=1,077,090,552<br />

Minority<br />

Interest<br />

Total<br />

Equity<br />

*SGVMC113951*


Capital Stock<br />

(Note 16)<br />

Capital Paid-in<br />

Excess of Par<br />

Value<br />

(Note 16)<br />

- 3 -<br />

Deposits on<br />

Future Stock<br />

Subscriptions<br />

(Note 16)<br />

Parent Company<br />

Retained<br />

Earnings<br />

(Note 16)<br />

Share-based<br />

Payment<br />

(Notes 16<br />

and 18)<br />

Treasury<br />

Stock<br />

(Notes 16 and 18)<br />

Balance at January 1, <strong>2009</strong> P=562,417,000 P=424,830,173 P=– P=147,622,281 P=3,155,626 (P=40,792,350) P=1,097,232,730<br />

Net income <strong>for</strong> <strong>the</strong> <strong>year</strong> – – – 72,074,196 – – 72,074,196<br />

Cash dividends – – – (26,012,383) – – (26,012,383)<br />

Purchase of own stock (Note 16) – – – – – (130,900) (130,900)<br />

Share-based payment (Note 16) – – – – 1,527,702 – 1,527,702<br />

Transfers at <strong>the</strong> end of <strong>the</strong> lock up period – 4,683,328 – – (4,683,328) 808,100 808,100<br />

Balance at <strong>December</strong> <strong>31</strong>, <strong>2009</strong> P=562,417,000 P=429,513,501 P=– P=193,684,094 P=– (P=40,115,150) P=1,145,499,445<br />

Balance at January 1, 2008 P=562,417,000 P=424,830,173 P=– P=91,183,444 P=1,000,<strong>31</strong>3 (P=128,700) P=1,079,302,230<br />

Net income <strong>for</strong> <strong>the</strong> <strong>year</strong> – – – 78,429,342 – – 78,429,342<br />

Cash dividends – – – (21,990,505) – – (21,990,505)<br />

Purchase of own stock – – – – – (40,663,650) (40,663,650)<br />

Share-based payment – – – – 2,155,<strong>31</strong>3 – 2,155,<strong>31</strong>3<br />

Balance at <strong>December</strong> <strong>31</strong>, 2008 P=562,417,000 P=424,830,173 P=– P=147,622,281 P=3,155,626 (P=40,792,350) P=1,097,232,730<br />

Balance at January 1, 2007 P=50,000,000 P=60,000,000 P=53,000,000 P=43,140,297 P=– P=– P=206,140,297<br />

Net income <strong>for</strong> <strong>the</strong> <strong>year</strong> – – – 91,043,147 – 91,043,147<br />

Addition to deposits on future stock subscription – – 294,000,000 – – – 294,000,000<br />

Issuances of shares of stock 469,417,000 364,830,173 (347,000,000) – – – 487,247,173<br />

Stock dividends 43,000,000 – – (43,000,000) – – –<br />

Purchase of own stock – – – – – (128,700) (128,700)<br />

Share-based payment – – – – 1,000,<strong>31</strong>3 – 1,000,<strong>31</strong>3<br />

Balance at <strong>December</strong> <strong>31</strong>, 2007 P=562,417,000 P=424,830,173 P=– P=91,183,444 P=1,000,<strong>31</strong>3 (P=128,700) P=1,079,302,230<br />

See accompanying Notes to Financial Statements<br />

Total<br />

Equity<br />

*SGVMC113951*


I-REMIT, INC. AND SUBSIDIARIES<br />

STATEMENTS OF CASH FLOWS<br />

Consolidated Parent Company<br />

Years Ended <strong>December</strong> <strong>31</strong><br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

CASH FLOWS FROM<br />

OPERATING ACTIVITIES<br />

Income be<strong>for</strong>e income tax<br />

Adjustments <strong>for</strong>:<br />

P=173,072,902 P=188,194,854 P=121,336,074 P=99,271,041 P=117,098,701 P=92,377,765<br />

Interest expense 48,675,188 13,505,275 24,330,618 48,675,188 13,249,551 24,330,547<br />

Dividend income (Note 22)<br />

Depreciation and amortization<br />

– – – (34,242,442) – –<br />

(Notes 11 and 13)<br />

Equity in net earnings of associates<br />

14,220,427 11,594,019 8,739,715 8,614,5<strong>31</strong> 7,560,896 5,887,896<br />

(Note 10) (6,146,792) (8,873,173) (2,226,752) – – –<br />

Interest income (Note 22)<br />

Unrealized <strong>for</strong>eign exchange gain<br />

(15,181,685) (7,213,676) (3,179,220) (7,670,526) (5,262,353) (1,986,501)<br />

(Note 22) (5,172,171) (4,722,355) (4,980,817) (5,172,171) (4,722,355) (2,325,050)<br />

Share-based payment (Note 18)<br />

Changes in operating assets and<br />

liabilities:<br />

Decrease (increase) in <strong>the</strong><br />

amounts of:<br />

1,527,702 2,155,<strong>31</strong>3 1,000,<strong>31</strong>3 1,527,702 2,155,<strong>31</strong>3 1,000,<strong>31</strong>3<br />

Receivables (303,449,017) (384,506,104) (246,814,504) (241,501,468) (336,781,484) (279,292,442)<br />

O<strong>the</strong>r current assets (2,037,167) (14,998,908) 6,820,250 1,051,219 (11,850,229) 8,429,518<br />

FVPL<br />

Increase (decrease) in <strong>the</strong><br />

amounts of:<br />

Beneficiaries and o<strong>the</strong>r<br />

(65,800,288) – – – – –<br />

payables 24,648,111 102,397,4<strong>31</strong> (44,615,828) (63,857,017) 178,526,320 (86,764,078)<br />

Retirement liability (1,782,591) (106,397) 3,168,050 (1,782,591) (106,397) 3,168,050<br />

Net cash used in operations (137,425,381) (102,573,721) (136,422,101) (195,086,534) (40,132,037) (235,173,982)<br />

Income taxes paid (27,201,880) (45,333,414) (2,717,933) (25,075,888) (29,475,389) –<br />

Interest received 15,181,685 7,213,676 3,179,220 7,670,526 5,262,353 1,986,501<br />

Interest paid (58,548,843) (1,584,754) (24,345,619) (48,736,988) (11,140,885) (24,345,547)<br />

Net cash used in operating activities<br />

CASH FLOWS FROM<br />

INVESTING ACTIVITIES<br />

Acquisitions of subsidiaries and<br />

(207,994,419) (142,278,213) (160,306,433) (261,228,884) (75,485,958) (257,533,028)<br />

associate (Note 10) (3,573,974) – 54,397,055 (78,219,561) (5,991,200) (3,433,072)<br />

Dividends received from associate<br />

Acquisitions of property and<br />

7,209,951 7,209,951<br />

equipment (Note 11)<br />

Proceeds from disposals of property<br />

(9,383,416) (22,656,248) (12,354,453) (1,914,351) (11,646,122) (8,847,207)<br />

and equipment (Note 11) 415,002 – – 415,002 – –<br />

Acquisition of software (Note 13)<br />

Decrease (increase) in o<strong>the</strong>r<br />

(2,177,447) (1,776,967) (667,493) (2,177,447) (1,776,967) (667,493)<br />

noncurrent assets<br />

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

(2,901,8<strong>31</strong>) (14,904,219) (9,586,732) (962,686) (14,977,022) (9,438,714)<br />

investing activities<br />

CASH FLOWS FROM<br />

FINANCING ACTIVITIES<br />

Proceeds from issuance of shares of<br />

(10,411,715) (39,337,434) <strong>31</strong>,788,377 (75,649,092) (34,391,<strong>31</strong>1) (22,386,486)<br />

stock<br />

Payment of transaction costs on initial<br />

– – 811,711,560 – – 811,711,560<br />

public offering – – (30,464,387) – – (30,464,387)<br />

Payment of cash dividends (Note 16)<br />

Proceeds from short-term loans<br />

(26,012,383) (26,607,413) – (26,012,383) (21,990,505) –<br />

payable 350,000,000 405,000,000 – 350,000,000 405,000,000 –<br />

Payment of short term loans payable<br />

Minority interest from consolidated<br />

– – (330,990,661) – – (<strong>31</strong>8,500,000)<br />

subsidiaries<br />

Payment of buy-back of shares<br />

18,576,560 (3,030,967) 5,087,386 – – –<br />

(Notes 16 and 18)<br />

Receipt from <strong>the</strong> retirement fund <strong>for</strong><br />

<strong>the</strong> transfer of shares acquired<br />

(130,900) (40,663,650) (128,700) (130,900) (40,663,650) (128,700)<br />

through SSPP (Notes 16 and 18)<br />

Net cash provided by financing<br />

808,100 – – 808,100 – –<br />

activities<br />

(Forward)<br />

343,241,377 334,697,970 455,215,198 324,664,817 342,345,845 462,618,473<br />

*SGVMC113951*


- 2 -<br />

Consolidated Parent Company<br />

Years Ended <strong>December</strong> <strong>31</strong><br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

INCREASE (DECREASE) IN<br />

TRANSLATION<br />

ADJUSTMENTS<br />

NET INCREASE (DECREASE)<br />

IN CASH AND CASH<br />

P=5,340,524 (P=2,123,904) (P=5,270,960) P=– P=– P=–<br />

EQUIVALENTS<br />

CASH AND CASH<br />

EQUIVALENTS AT<br />

130,175,767 150,958,419 321,426,182 (12,213,159) 232,468,576 182,698,959<br />

BEGINNING OF YEAR<br />

CASH AND CASH<br />

EQUIVALENTS AT END<br />

832,637,880 681,679,461 360,253,279 706,875,556 474,406,980 291,708,021<br />

OF YEAR P=962,813,647 P=832,637,880 P=681,679,461 P=694,662,397 P=706,875,556 P=474,406,980<br />

See accompanying Notes to Financial Statements.<br />

*SGVMC113951*


I-REMIT, INC. AND SUBSIDIARIES<br />

NOTES TO FINANCIAL STATEMENTS<br />

1. Corporate In<strong>for</strong>mation<br />

I-Remit, Inc. (<strong>the</strong> Parent Company) was incorporated in <strong>the</strong> Philippines and was registered with<br />

<strong>the</strong> Securities and Exchange Commission (SEC) on March 5, 2001 and started commercial<br />

operations on November 11, 2001.<br />

The Parent Company, which is domiciled in <strong>the</strong> Philippines, has its registered office and principal<br />

place of business at 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City. The<br />

Parent Company had its common shares publicly listed with <strong>the</strong> Philippine Stock Exchange on<br />

October 17, 2007.<br />

The Parent Company and its subsidiaries (<strong>the</strong> Group), except Power Star Asia Group Limited<br />

(PSAGL), are primarily engaged in <strong>the</strong> business of fund transfer and remittance services of any<br />

<strong>for</strong>m or kind of currencies or monies, ei<strong>the</strong>r by electronic, telegraphic, wire or any o<strong>the</strong>r mode of<br />

transfer; as well as undertake <strong>the</strong> delivery of such funds or monies, both in <strong>the</strong> domestic and<br />

international market, by providing ei<strong>the</strong>r courier or freight <strong>for</strong>warding services; and conduct<br />

<strong>for</strong>eign exchange transactions as may be allowed by law and o<strong>the</strong>r allied activities relative <strong>the</strong>reto.<br />

PSAGL, on <strong>the</strong> o<strong>the</strong>r hand, provides advisory and o<strong>the</strong>r services to <strong>the</strong> Parent Company.<br />

The Parent Company’s subsidiaries and associates are as follows:<br />

Country of Functional<br />

Effective Percentage of Ownership<br />

<strong>December</strong> <strong>31</strong><br />

Incorporation Currency <strong>2009</strong> 2008 2007<br />

Subsidiaries:<br />

International Remittance Canada Canadian Dollar 100.00 100.00 100.00<br />

(Canada) Ltd. (IRCL)<br />

(CAD)<br />

Lucky Star Management Hong Kong Hong Kong 100.00 100.00 100.00<br />

Limited (LSML)<br />

Dollar (HKD)<br />

IRemit Global Remittance United Great Britain 100.00 100.00 100.00<br />

Limited (IGRL)<br />

Kingdom Pound (GBP)<br />

I-Remit Australia Pty Ltd Australia Australian 100.00 100.00 100.00<br />

(IAPL)<br />

Dollar (AUD)<br />

Worldwide Exchange Australia Australian 65.00 65.00 65.00<br />

Pty Ltd (WEPL)*<br />

Dollar (AUD)<br />

IREMIT EUROPE<br />

Remittance Consulting<br />

AG (IERCAG)<br />

Austria Euro (EUR) 74.90 74.90 –<br />

I-Remit New Zealand New Zealand New Zealand 100.00 100.00 –<br />

Limited (INZL)<br />

Dollar (NZD)<br />

PSAGL<br />

Associates:<br />

Hong Kong Hong Kong<br />

Dollar (HKD)<br />

100.00 100.00 –<br />

IRemit Singapore Pte Ltd Singapore Singapore Dollar 49.00 49.00 49.00<br />

(ISPL)<br />

(SGD)<br />

Hwa Kung Hong & Co., Taiwan New Taiwan 49.00 – –<br />

Ltd.(HKHCL)<br />

Dollar (NTD)<br />

* Consists of direct voting interest of 35.00% and indirect voting interest through IAPL of 30.00%<br />

*SGVMC113951*


- 2 -<br />

The Parent Company is <strong>the</strong> ultimate parent company of <strong>the</strong> Group.<br />

On June 29, 2007, <strong>the</strong> board of directors (BOD) and <strong>the</strong> stockholders of <strong>the</strong> Parent<br />

Company approved <strong>the</strong> following amendments to <strong>the</strong> articles of incorporation and by-laws<br />

of <strong>the</strong> Parent Company:<br />

a) On <strong>the</strong> 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 <strong>the</strong> authorized capital stock of <strong>the</strong> 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 <strong>the</strong> BOD of <strong>the</strong> Parent Company to grant stock options, issue warrants or<br />

enter into stock purchase or similar agreements.<br />

b) On <strong>the</strong> By-Laws<br />

1. Period <strong>for</strong> closing of stock and transfer book or fixing of record date;<br />

2. Period <strong>for</strong> notice of stockholders’ meeting;<br />

3. Deadline <strong>for</strong> <strong>the</strong> submission/revocation of proxies;<br />

4. Number, term of office, qualifications and disqualifications;<br />

5. Additional requirements <strong>for</strong> independent directors;<br />

6. Election of directors<br />

7. Place of meeting of <strong>the</strong> BOD;<br />

8. Vacancies;<br />

9. Constitution of a nomination committee; and<br />

10. The addition of one or more Vice Chairmen to <strong>the</strong> list of officers of <strong>the</strong> Parent Company.<br />

On August 22, 2007, <strong>the</strong> SEC approved <strong>the</strong> am<strong>ended</strong> articles of incorporation and by-laws of <strong>the</strong><br />

Parent Company.<br />

2. Summary of Significant Accounting Policies<br />

Basis of Preparation<br />

The accompanying financial statements of <strong>the</strong> Group and of <strong>the</strong> Parent Company have been<br />

prepared on a historical cost basis except <strong>for</strong> financial assets at fair value through profit or loss<br />

(FVPL) that have been measured at fair value. The financial statements are presented in<br />

Philippine peso, <strong>the</strong> Parent Company’s functional currency, and all values are rounded to <strong>the</strong><br />

nearest peso except when o<strong>the</strong>rwise indicated.<br />

Each entity in <strong>the</strong> Group determines its own functional currency and items included in <strong>the</strong><br />

financial statements of each entity are measured using that functional currency. The respective<br />

functional currencies of <strong>the</strong> subsidiaries are presented under Note 1.<br />

Statement of Compliance<br />

The financial statements of <strong>the</strong> Group and of <strong>the</strong> Parent Company have been prepared in<br />

compliance with Philippine Financial <strong>Report</strong>ing Standards (PFRS).<br />

Basis of Consolidation<br />

The consolidated financial statements include <strong>the</strong> financial statements of <strong>the</strong> Parent Company and<br />

its wholly and majority-owned subsidiaries mentioned in Note 1. The financial statements of <strong>the</strong><br />

subsidiaries are prepared <strong>for</strong> <strong>the</strong> same reporting <strong>year</strong> as that of <strong>the</strong> Parent Company using uni<strong>for</strong>m<br />

accounting policies <strong>for</strong> like transactions and o<strong>the</strong>r events in similar circumstances.<br />

*SGVMC113951*


- 3 -<br />

Subsidiaries are all entities over which <strong>the</strong> Parent Company has <strong>the</strong> power to govern <strong>the</strong> financial<br />

and operating policies, generally accompanying a shareholding of more than one half of <strong>the</strong> voting<br />

rights. The existence and effect of potential voting rights that are currently exercisable or<br />

convertible are considered when assessing whe<strong>the</strong>r <strong>the</strong> Parent Company controls ano<strong>the</strong>r entity.<br />

Subsidiaries are consolidated from <strong>the</strong> date on which control is transferred to <strong>the</strong> Parent Company<br />

and cease to be consolidated from <strong>the</strong> date on which control is transferred out of <strong>the</strong> Parent<br />

Company. Control is achieved where <strong>the</strong> Parent Company has <strong>the</strong> power to govern <strong>the</strong> financial<br />

and operating policies of an entity so as to obtain benefits from its activities. The results of<br />

subsidiaries acquired or disposed of during <strong>the</strong> <strong>year</strong> are included in <strong>the</strong> consolidated statement of<br />

income from <strong>the</strong> date of acquisition or up to <strong>the</strong> date of disposal, as appropriate.<br />

All intra-group balances, transactions, income and expenses and profits and losses resulting from<br />

intra-group transactions are eliminated in full in <strong>the</strong> consolidation.<br />

Business Combination and Goodwill<br />

Business combinations are accounted <strong>for</strong> using <strong>the</strong> purchase accounting method. This involves<br />

recognizing identifiable assets (including previously unrecognized intangible assets) and liabilities<br />

(including contingent liabilities but excluding future restructuring) of <strong>the</strong> acquired business at fair<br />

value.<br />

Goodwill acquired in a business combination is initially measured at cost being <strong>the</strong> excess of <strong>the</strong><br />

cost of <strong>the</strong> business combination over <strong>the</strong> Group’s interest in <strong>the</strong> net fair value of <strong>the</strong> 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 <strong>for</strong> impairment<br />

annually (see accounting policy on Impairment of nonfinancial assets).<br />

When subsidiaries are sold, <strong>the</strong> difference between <strong>the</strong> selling price and <strong>the</strong> net assets plus<br />

cumulative translation differences is recognized in <strong>the</strong> statement of income.<br />

Minority Interests<br />

Minority interests represent <strong>the</strong> portion of net income or loss and <strong>the</strong> net assets not held by <strong>the</strong><br />

Group and are presented separately in <strong>the</strong> consolidated statement of income, consolidated<br />

statement of comprehensive income and within equity in <strong>the</strong> consolidated balance sheet, separate<br />

from <strong>the</strong> equity attributable to equity holders of <strong>the</strong> Parent Company. Acquisitions of minority<br />

interests are accounted <strong>for</strong> using <strong>the</strong> parent entity extension method, whereby <strong>the</strong> difference<br />

between <strong>the</strong> consideration and <strong>the</strong> book value of <strong>the</strong> share of <strong>the</strong> net assets acquired is recognized<br />

as an additional goodwill. Any deficiency of <strong>the</strong> cost of acquisition below <strong>the</strong> fair values of <strong>the</strong><br />

identifiable net assets acquired (i.e., a discount on acquisition) is recognized directly in <strong>the</strong><br />

statement of income in <strong>the</strong> <strong>year</strong> of acquisition.<br />

Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of <strong>the</strong> previous financial <strong>year</strong> except <strong>for</strong><br />

<strong>the</strong> adoption of <strong>the</strong> following new and am<strong>ended</strong> Philippine Accounting Standards (PAS) and<br />

PFRS and Philippine Interpretations from <strong>the</strong> International Financial <strong>Report</strong>ing Interpretations<br />

Committee (IFRIC) which became effective on January 1, <strong>2009</strong>:<br />

New Standards<br />

• PAS 1, Presentation of Financial Statements (Revised)<br />

• PAS 23, Borrowing Costs (Revised)<br />

• PFRS 8, Operating Segments<br />

*SGVMC113951*


- 4 -<br />

Amendments to Standards<br />

• PAS 32 and PAS 1 Amendments - Puttable Financial Instruments and Obligations Arising on<br />

Liquidation<br />

• PFRS 1 and PAS 27 Amendments - Cost of an Investment in a Subsidiary, Jointly Controlled<br />

Entity or Associate<br />

• PFRS 2, Amendment - Vesting Conditions and Cancellations<br />

• PFRS 7 Amendments - Improving Disclosures about Financial Instruments<br />

• PAS 39 Financial Instruments - Recognition and Measurement (<strong>for</strong> periods ending on or after<br />

June 30, <strong>2009</strong>)<br />

Philippine Interpretations<br />

• Philippine Interpretation International Financial <strong>Report</strong>ing Interpretations Committee<br />

(IFRIC) 13, Customer Loyalty Programmes<br />

• Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign Operation<br />

• Philippine Interpretation IFRIC 18, Transfers of Assets from Customers<br />

Adopted new standards, amendments and interpretations that are deemed to have an impact on <strong>the</strong><br />

financial statements or per<strong>for</strong>mance of <strong>the</strong> Group are described below:<br />

PAS 1, Presentation of Financial Statements<br />

The revised standard separates owner and non-owner changes in equity. The statement of changes<br />

in equity will include only details of transactions with owners, with all non-owner changes in<br />

equity presented in a reconciliation of each component of equity. In addition, <strong>the</strong> standard<br />

introduces <strong>the</strong> statement of comprehensive income, which presents all items of income and<br />

expense recognized in profit or loss, toge<strong>the</strong>r with all o<strong>the</strong>r items of recognized income and<br />

expense, ei<strong>the</strong>r in one single statement, or in two linked statements. The revision also includes<br />

changes in titles of some of <strong>the</strong> financial statements to reflect <strong>the</strong>ir function more clearly, although<br />

not mandatory <strong>for</strong> use in <strong>the</strong> financial statements. The Group has elected to present two linked<br />

statement of comprehensive income and statement of income and also retained <strong>the</strong> title of its<br />

balance sheet.<br />

PFRS 8, Operating Segments<br />

PFRS 8 replaced PAS 14, Segment <strong>Report</strong>ing upon its effective date. The Group concluded that<br />

<strong>the</strong> operating segments determined in accordance with PFRS 8 are <strong>the</strong> same as <strong>the</strong> business<br />

segments previously identified under PAS 14. PFRS 8 disclosures are shown in Note 27,<br />

including <strong>the</strong> related revised comparative in<strong>for</strong>mation.<br />

PFRS 7 Amendments - Improving Disclosures about Financial Instruments<br />

The amendments to PFRS 7, Financial Instruments: Disclosures, require additional disclosures<br />

about fair value measurement and liquidity risk. Fair value measurements related to items recorded<br />

at fair value are to be disclosed by source of inputs using a three level fair value hierarchy, by<br />

class, <strong>for</strong> all financial instruments recognized at fair value. In addition, a reconciliation between<br />

<strong>the</strong> beginning and ending balance <strong>for</strong> level 3 fair value measurements is now required, as well as<br />

significant transfers between levels in <strong>the</strong> fair value hierarchy. The amendments also clarify <strong>the</strong><br />

requirements <strong>for</strong> liquidity risk disclosures with respect to derivative transactions and financial<br />

assets used <strong>for</strong> liquidity management. The fair value measurement disclosures and liquidity risk<br />

disclosures are presented in Notes 4 and 5, respectively.<br />

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- 5 -<br />

Improvements to PFRSs 2008<br />

The omnibus amendments to PFRSs issued in 2008 and <strong>2009</strong> (with respect to PAS 18, Revenue)<br />

were issued primarily with a view to removing inconsistencies and clarifying wordings. There are<br />

separate transitional provisions <strong>for</strong> each standard. The adoption of <strong>the</strong>se amendments resulted in<br />

changes in accounting policies but did not have any impact on <strong>the</strong> financial position or<br />

per<strong>for</strong>mance of <strong>the</strong> Group.<br />

• PAS 18, Revenue<br />

The Amendment adds guidance (which accompanies <strong>the</strong> Standard) to determine whe<strong>the</strong>r an<br />

entity is acting as a principal or as an agent. The features to consider are whe<strong>the</strong>r <strong>the</strong> entity (a)<br />

has primary responsibility <strong>for</strong> providing <strong>the</strong> goods or service; (b) has inventory risk; (c) has<br />

discretion in establishing prices; and (d) bears <strong>the</strong> credit risk. The Group assessed its revenue<br />

arrangements against <strong>the</strong>se criteria and concluded that it is acting as principal in some<br />

arrangements and as an agent in o<strong>the</strong>r arrangements.<br />

Foreign Currency Translation<br />

The consolidated financial statements and <strong>the</strong> Parent Company’s financial statements are<br />

presented in Philippine pesos, which is <strong>the</strong> Parent Company’s functional and presentation<br />

currency. Each subsidiary in <strong>the</strong> Group determines its own functional currency and items included<br />

in <strong>the</strong> financial statements of each entity are measured using that functional currency.<br />

Transactions and balances<br />

Transactions in <strong>for</strong>eign currencies are initially recorded at <strong>the</strong> functional currency’s closing rate at<br />

<strong>the</strong> date of <strong>the</strong> transaction. For financial reporting purposes, <strong>for</strong>eign currency-denominated<br />

monetary assets and liabilities are translated in Philippine pesos based on <strong>the</strong> Philippine Dealing<br />

System (PDS) closing rate prevailing at <strong>the</strong> balance sheet date, and <strong>for</strong>eign currency-denominated<br />

income and expenses are translated at <strong>the</strong> PDS weighted average rate (PDSWAR) <strong>for</strong> <strong>the</strong> <strong>year</strong>.<br />

Exchange differences arising on translation are taken directly to <strong>the</strong> statement of income.<br />

Non-monetary items that are measured in terms of historical cost in a <strong>for</strong>eign currency are<br />

translated using <strong>the</strong> exchange rates as at <strong>the</strong> dates of <strong>the</strong> initial transactions. Non-monetary items<br />

measured at fair value in a <strong>for</strong>eign currency are translated using <strong>the</strong> exchange rates at <strong>the</strong> date<br />

when <strong>the</strong> fair value was determined. Any goodwill arising on <strong>the</strong> acquisition of a <strong>for</strong>eign<br />

operation and any fair value adjustments to <strong>the</strong> carrying amounts of assets and liabilities arising on<br />

<strong>the</strong> acquisition are treated as assets and liabilities of <strong>the</strong> <strong>for</strong>eign operation and translated at <strong>the</strong><br />

closing rate.<br />

Foreign subsidiaries<br />

As of <strong>the</strong> reporting date, <strong>the</strong> assets and liabilities of subsidiaries are translated into <strong>the</strong> Parent<br />

Company’s presentation currency (<strong>the</strong> Philippine peso) at <strong>the</strong> PDS closing rate prevailing at <strong>the</strong><br />

balance sheet date, and <strong>the</strong>ir income and expenses are translated using <strong>the</strong> PDSWAR <strong>for</strong> <strong>the</strong> <strong>year</strong>.<br />

Exchange differences arising on translation are taken directly to o<strong>the</strong>r comprehensive income<br />

under ‘Cumulative translation adjustment’. Upon disposal of a <strong>for</strong>eign entity, <strong>the</strong> deferred<br />

cumulative amount recognized in o<strong>the</strong>r comprehensive income relating to <strong>the</strong> particular <strong>for</strong>eign<br />

operation is recognized in <strong>the</strong> statement of income.<br />

Cash and Cash Equivalents<br />

Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid<br />

investments that are readily convertible to known amounts of cash, with original maturities of<br />

three months or less from <strong>the</strong> dates of placement and that are subject to an insignificant risk of<br />

changes in fair value.<br />

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Financial Instruments - Initial Recognition and Subsequent Measurement<br />

Date of recognition<br />

Purchases or sales of financial assets that require delivery of assets within <strong>the</strong> time frame<br />

established by regulation or market convention are recognized on <strong>the</strong> settlement date. Settlement<br />

date is <strong>the</strong> date on which <strong>the</strong> transaction is settled by delivery of <strong>the</strong> assets that are <strong>the</strong> subject of<br />

<strong>the</strong> agreement. Settlement date accounting refers to (a) <strong>the</strong> recognition of an asset on <strong>the</strong> day it is<br />

received by <strong>the</strong> Group, and (b) <strong>the</strong> derecognition of an asset and recognition of any gain or loss on<br />

disposal on <strong>the</strong> day that it is delivered by <strong>the</strong> Group. Any change in <strong>the</strong> fair value of <strong>the</strong> financial<br />

asset to be received is recognized in <strong>the</strong> statement of income <strong>for</strong> financial assets at FVPL.<br />

Receivables, beneficiaries and o<strong>the</strong>r payables, and interest-bearing loans are recognized when cash<br />

is received by <strong>the</strong> Group or advanced to <strong>the</strong> borrowers.<br />

The classification of financial instruments at initial recognition depends on <strong>the</strong> purpose <strong>for</strong> which<br />

<strong>the</strong> financial instruments were acquired and <strong>the</strong>ir characteristics. All financial assets and financial<br />

liabilities are recognized initially at fair value plus any directly attributable cost of acquisition or<br />

issue, except in <strong>the</strong> case of financial assets and financial liabilities at FVPL. The Group<br />

categorizes its financial assets as: financial assets at FVPL, differentiating those that are held <strong>for</strong><br />

trading (HFT) and those designated as such, loans and receivables, HTM investments and AFS<br />

investments. Financial liabilities are categorized into financial liabilities at FVPL and o<strong>the</strong>r<br />

financial liabilities carried at amortized cost. Management determines <strong>the</strong> classification of its<br />

instruments at initial recognition and, where allowed and appropriate, re-evaluates such<br />

designation at every balance sheet date.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> Group has no financial liabilities at FVPL, AFS<br />

investments and HTM investments.<br />

HFT investments<br />

Financial assets are classified as HFT if <strong>the</strong>y are acquired <strong>for</strong> <strong>the</strong> purpose of selling and<br />

repurchasing in <strong>the</strong> near term. Included in this classification are debt securities which have been<br />

acquired principally <strong>for</strong> trading purposes.<br />

HFT investments are recorded in <strong>the</strong> balance sheet at fair value. Changes in fair value are<br />

recognized as ‘Net trading gains’ in <strong>the</strong> statement of income. Interest earned is recorded as<br />

interest income included under ‘O<strong>the</strong>r Income’. Quoted market prices, when available, are used to<br />

determine <strong>the</strong> fair value of <strong>the</strong>se financial instruments. If quoted market prices are not available,<br />

<strong>the</strong>ir fair values are estimated based on inputs that are observable in <strong>the</strong> market.<br />

Classified under this category are <strong>the</strong> Group’s investments in debt securities.<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 carried at amortized cost<br />

using <strong>the</strong> effective interest rate (EIR) method less any allowance <strong>for</strong> credit losses. Amortized cost<br />

is calculated by taking into account any discount or premium on acquisition and fees and costs that<br />

are an integral part of <strong>the</strong> EIR. Gains and losses are recognized in <strong>the</strong> statement of income when<br />

<strong>the</strong> receivables are derecognized or impaired, as well as through <strong>the</strong> amortization process.<br />

Receivables are classified as current assets when <strong>the</strong> Group expects to realize or collect <strong>the</strong> asset<br />

within twelve months from <strong>the</strong> balance sheet date. O<strong>the</strong>rwise, <strong>the</strong>se are classified as non-current<br />

assets.<br />

Classified under this category are <strong>the</strong> Group's Cash and cash equivalents, Receivables and<br />

Refundable deposits included under ‘O<strong>the</strong>r noncurrent assets’.<br />

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O<strong>the</strong>r financial liabilities<br />

Issued financial instruments or <strong>the</strong>ir components, which are not designated as at FVPL, are<br />

classified as o<strong>the</strong>r financial liability accounts, where <strong>the</strong> substance of <strong>the</strong> contractual arrangement<br />

results in <strong>the</strong> Group having an obligation ei<strong>the</strong>r to deliver cash or ano<strong>the</strong>r financial asset to <strong>the</strong><br />

holder, or to satisfy <strong>the</strong> obligation o<strong>the</strong>r than by <strong>the</strong> exchange of a fixed amount of cash or ano<strong>the</strong>r<br />

financial asset <strong>for</strong> a fixed number of its own equity shares. These include liabilities arising from<br />

operations or borrowings. The components of issued financial instruments that contain both<br />

liability and equity elements are accounted <strong>for</strong> separately, with <strong>the</strong> equity component being<br />

assigned <strong>the</strong> residual amount after deducting from <strong>the</strong> instrument as a whole <strong>the</strong> amount separately<br />

determined as <strong>the</strong> fair value of <strong>the</strong> liability component on <strong>the</strong> date of issue.<br />

After initial measurement, o<strong>the</strong>r financial liabilities are subsequently measured at amortized cost<br />

using <strong>the</strong> EIR. Amortized cost is calculated by taking into account any discount or premium on<br />

<strong>the</strong> issue and fees that are an integral part of <strong>the</strong> EIR.<br />

O<strong>the</strong>r financial liabilities include Beneficiaries and o<strong>the</strong>r payables and Interest-bearing loans.<br />

Determination of fair value<br />

The fair value <strong>for</strong> financial instruments traded in active markets at <strong>the</strong> balance sheet date is based<br />

on <strong>the</strong>ir quoted market prices or dealer price quotations (bid price <strong>for</strong> long positions and ask price<br />

<strong>for</strong> short positions), without any deduction <strong>for</strong> transaction costs. When current bid and ask prices<br />

are not available, <strong>the</strong> price of <strong>the</strong> most recent transaction provides evidence of <strong>the</strong> current fair<br />

value as long as <strong>the</strong>re has not been a significant change in economic circumstances since <strong>the</strong> time<br />

of <strong>the</strong> transaction.<br />

For all o<strong>the</strong>r financial instruments not listed in an active market, <strong>the</strong> fair value is determined by<br />

using appropriate valuation methodologies. Valuation methodologies include net present value<br />

techniques, comparison to similar instruments <strong>for</strong> which market observable prices exist, option<br />

pricing models, and o<strong>the</strong>r relevant valuation models.<br />

Day 1 difference<br />

Where <strong>the</strong> transaction price in a non-active market is different from <strong>the</strong> fair value from o<strong>the</strong>r<br />

observable current market transactions in <strong>the</strong> same instrument or based on a valuation technique<br />

whose variables include only data from an observable market, <strong>the</strong> Group recognizes <strong>the</strong> difference<br />

between <strong>the</strong> transaction price and fair value (a Day 1 difference) in <strong>the</strong> statement of income unless<br />

it qualifies <strong>for</strong> recognition as some o<strong>the</strong>r type of asset. In cases where use is made of data which<br />

is not observable, <strong>the</strong> difference between <strong>the</strong> transaction price and model value is only recognized<br />

in <strong>the</strong> statement of income when <strong>the</strong> inputs become observable or when <strong>the</strong> instrument is<br />

derecognized. For each transaction, <strong>the</strong> Group determines <strong>the</strong> appropriate method of recognizing<br />

<strong>the</strong> ‘Day 1’ difference amount.<br />

Derecognition of Financial Assets and Liabilities<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 />

• <strong>the</strong> rights to receive cash flows from <strong>the</strong> asset have expired;<br />

• <strong>the</strong> Group retains <strong>the</strong> right to receive cash flows from <strong>the</strong> asset, but has assumed an obligation<br />

to pay <strong>the</strong>m in full without material delay to a third part under a ‘pass through’ arrangement;<br />

or<br />

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• <strong>the</strong> Group has transferred its rights to receive cash flows from <strong>the</strong> asset and ei<strong>the</strong>r (a) has<br />

transferred substantially all <strong>the</strong> risks and rewards of <strong>the</strong> asset, or (b) has nei<strong>the</strong>r transferred nor<br />

retained substantially all <strong>the</strong> risks and rewards of <strong>the</strong> asset, but has transferred control of <strong>the</strong><br />

asset.<br />

Where <strong>the</strong> Group has transferred its rights to receive cash flows from an asset or has entered into a<br />

pass-through arrangement, and has nei<strong>the</strong>r transferred nor retained substantially all <strong>the</strong> risks and<br />

rewards of <strong>the</strong> asset nor transferred control of <strong>the</strong> asset, <strong>the</strong> asset is recognized to <strong>the</strong> extent of <strong>the</strong><br />

Group’s continuing involvement in <strong>the</strong> asset. Continuing involvement that takes <strong>the</strong> <strong>for</strong>m of a<br />

guarantee over <strong>the</strong> transferred asset is measured at <strong>the</strong> lower of <strong>the</strong> original carrying amount of <strong>the</strong><br />

asset and <strong>the</strong> maximum amount of consideration that <strong>the</strong> Group could be required to repay.<br />

Financial liability<br />

A financial liability is derecognized when <strong>the</strong> obligation under <strong>the</strong> liability is discharged,<br />

cancelled or has expired. Where an existing financial liability is replaced by ano<strong>the</strong>r from <strong>the</strong><br />

same lender on substantially different terms, or <strong>the</strong> terms of an existing liability are substantially<br />

modified, such an exchange or modification is treated as a derecognition of <strong>the</strong> original liability<br />

and <strong>the</strong> recognition of a new liability, and <strong>the</strong> difference in <strong>the</strong> respective carrying amounts is<br />

recognized in <strong>the</strong> statement of income.<br />

Offsetting Financial Instruments<br />

Financial assets and financial liabilities are offset and <strong>the</strong> net amount reported in <strong>the</strong> balance sheet<br />

if, and only if, <strong>the</strong>re is a currently en<strong>for</strong>ceable legal right to offset <strong>the</strong> recognized amounts and<br />

<strong>the</strong>re is an intention to settle on a net basis, or to realize <strong>the</strong> asset and settle <strong>the</strong> liability<br />

simultaneously.<br />

Impairment of Financial Assets<br />

The Group assesses at each balance sheet date whe<strong>the</strong>r <strong>the</strong>re is an objective evidence that a<br />

financial asset or group of financial assets is impaired. A financial asset or a group of financial<br />

assets is deemed to be impaired if, and only if, <strong>the</strong>re is an objective evidence of impairment as a<br />

result of one or more events that has occurred after <strong>the</strong> initial recognition of <strong>the</strong> asset (an incurred<br />

‘loss event’) and that loss event (or events) has an impact on <strong>the</strong> estimated future cash flows of <strong>the</strong><br />

financial asset or <strong>the</strong> group of financial assets that can be reliably estimated. Evidence of<br />

impairment may include indications that <strong>the</strong> borrower or a group of borrowers is experiencing<br />

significant financial difficulty, default or delinquency in interest or principal payments, <strong>the</strong><br />

probability that <strong>the</strong>y will enter bankruptcy or o<strong>the</strong>r financial reorganization, and where <strong>the</strong>re are<br />

observable data that indicates that <strong>the</strong>re is a measurable decrease in <strong>the</strong> estimated future cash<br />

flows, such as changes in arrears or economic conditions that correlate with defaults.<br />

Financial assets carried at amortized cost<br />

For financial assets carried at amortized cost, <strong>the</strong> Group first assesses whe<strong>the</strong>r objective evidence<br />

of impairment exists individually <strong>for</strong> financial assets that are individually significant, or<br />

collectively <strong>for</strong> financial assets that are not individually significant.<br />

If <strong>the</strong>re is objective evidence that an impairment loss has been incurred, <strong>the</strong> amount of <strong>the</strong> loss is<br />

measured as <strong>the</strong> difference between <strong>the</strong> asset’s carrying amount and <strong>the</strong> present value of <strong>the</strong><br />

estimated future cash flows (excluding future credit losses that have not been incurred). The<br />

carrying amount of <strong>the</strong> asset is reduced through <strong>the</strong> use of an allowance account and <strong>the</strong> amount of<br />

loss is charged to <strong>the</strong> statement of income. Interest income continues to be recognized based on<br />

<strong>the</strong> original EIR of <strong>the</strong> asset. Receivables, toge<strong>the</strong>r with <strong>the</strong> associated allowance accounts, are<br />

written off when <strong>the</strong>re is no realistic prospect of future recovery and all collateral has been<br />

realized. If subsequently, <strong>the</strong> amount of <strong>the</strong> estimated impairment loss decreases because of an<br />

*SGVMC113951*


- 9 -<br />

event occurring after <strong>the</strong> impairment was recognized, <strong>the</strong> previously recognized impairment loss is<br />

reduced by adjusting <strong>the</strong> allowance account. If a future write-off is later recovered, any amounts<br />

<strong>for</strong>merly charged are credited to <strong>the</strong> ‘Provision <strong>for</strong> impairment and credit losses’ in <strong>the</strong> statement<br />

of income.<br />

If <strong>the</strong> Group determines that no objective evidence of impairment exists <strong>for</strong> an individually<br />

assessed financial asset, whe<strong>the</strong>r significant or not, it includes <strong>the</strong> asset in a group of financial<br />

assets with similar credit risk characteristics and collectively assesses <strong>for</strong> impairment. Those<br />

characteristics are relevant to <strong>the</strong> estimation of future cash flows <strong>for</strong> groups of such assets by<br />

being indicative of <strong>the</strong> debtors’ ability to pay all amounts due according to <strong>the</strong> contractual terms of<br />

<strong>the</strong> assets being evaluated. Assets that are individually assessed <strong>for</strong> impairment and <strong>for</strong> which an<br />

impairment loss is, or continues to be, recognized are not included in a collective assessment <strong>for</strong><br />

impairment.<br />

The present value of <strong>the</strong> estimated future cash flows is discounted at <strong>the</strong> financial asset’s original<br />

EIR. If a financial asset has a variable interest rate, <strong>the</strong> discount rate <strong>for</strong> measuring any<br />

impairment loss is <strong>the</strong> current EIR, adjusted <strong>for</strong> <strong>the</strong> original credit risk premium.<br />

For <strong>the</strong> purpose of a collective evaluation of impairment, financial assets are grouped on <strong>the</strong> basis<br />

of such credit risk characteristics as geographical classification. Future cash flows in a group of<br />

financial assets that are collectively evaluated <strong>for</strong> impairment are estimated on <strong>the</strong> basis of<br />

historical loss experience <strong>for</strong> assets with credit risk characteristics similar to those in <strong>the</strong> group.<br />

Historical loss experience is adjusted on <strong>the</strong> basis of current observable data to reflect <strong>the</strong> effects<br />

of current conditions that did not affect <strong>the</strong> period on which <strong>the</strong> historical loss experience is based<br />

and to remove <strong>the</strong> effects of conditions in <strong>the</strong> historical period that do not exist currently.<br />

Estimates of changes in future cash flows reflect, and are directionally consistent with changes in<br />

related observable data from period to period (such as changes in payment status, or o<strong>the</strong>r factors<br />

that are indicative of incurred losses in <strong>the</strong> group and <strong>the</strong>ir magnitude). The methodology and<br />

assumptions used <strong>for</strong> estimating future cash flows are reviewed regularly by <strong>the</strong> Group to reduce<br />

any differences between loss estimates and actual loss experience.<br />

A provision <strong>for</strong> credit losses is made when <strong>the</strong>re is an objective evidence based on specific and<br />

collective assessment (such as <strong>the</strong> probability of insolvency or significant financial difficulties of<br />

<strong>the</strong> debtor) that <strong>the</strong> Group will not be able to collect all of <strong>the</strong> amounts due under <strong>the</strong> original<br />

terms of <strong>the</strong> invoice. The carrying amount of <strong>the</strong> receivable is reduced through <strong>the</strong> use of an<br />

allowance account.<br />

Investments in Subsidiaries and Associates<br />

Subsidiaries<br />

Investments in subsidiaries in <strong>the</strong> Parent Company’s financial statements are accounted <strong>for</strong> under<br />

<strong>the</strong> cost method of accounting. Dividends received are reported as dividend income when <strong>the</strong><br />

right to receive <strong>the</strong> payment is established. Subsidiaries of <strong>the</strong> Parent Company are shown in<br />

Note 1.<br />

Associates<br />

The Group's investments in its associates are accounted <strong>for</strong> using <strong>the</strong> equity method of accounting.<br />

An associate is an entity in which <strong>the</strong> Group has significant influence. The Group's investments in<br />

associates include its 49% interest in ISPL and HKHCL, entities based in Singapore and Taiwan,<br />

respectively.<br />

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- 10 -<br />

Under <strong>the</strong> equity method, <strong>the</strong> investment in <strong>the</strong> associate is carried in <strong>the</strong> statement of financial<br />

position at cost plus post acquisition changes in <strong>the</strong> Group's share of net assets of <strong>the</strong> associate.<br />

The statement of income reflects <strong>the</strong> share in <strong>the</strong> results of operations of <strong>the</strong> associate. Where<br />

<strong>the</strong>re has been a change recognized directly in <strong>the</strong> equity of <strong>the</strong> associate, <strong>the</strong> Group recognizes its<br />

share of any changes and discloses this, when applicable, in <strong>the</strong> statement of changes in equity.<br />

Unrealized gains and losses resulting from transactions between <strong>the</strong> Group and <strong>the</strong> associate are<br />

eliminated to <strong>the</strong> extent of <strong>the</strong> interest in <strong>the</strong> associate.<br />

The Group’s share in <strong>the</strong> net income (loss) of its associates is shown in <strong>the</strong> statement of income.<br />

This is <strong>the</strong> profit attributable to equity holders of <strong>the</strong> associate and <strong>the</strong>re<strong>for</strong>e is profit after tax and<br />

minority interests in <strong>the</strong> subsidiaries of <strong>the</strong> associates.<br />

The financial statements of <strong>the</strong> associate are prepared <strong>for</strong> <strong>the</strong> same reporting period as <strong>the</strong> Parent<br />

Company.<br />

After application of <strong>the</strong> equity method, <strong>the</strong> Group determines whe<strong>the</strong>r it is necessary to recognize<br />

an impairment loss on <strong>the</strong> Group's investment in its associates. The Group determines at each<br />

balance sheet date whe<strong>the</strong>r <strong>the</strong>re is any objective evidence that <strong>the</strong> investment in <strong>the</strong> associate is<br />

impaired. If this is <strong>the</strong> case <strong>the</strong> Group calculates <strong>the</strong> amount of impairment as <strong>the</strong> difference<br />

between <strong>the</strong> recoverable amount of <strong>the</strong> associate and its carrying value and recognizes <strong>the</strong> amount<br />

in <strong>the</strong> statement of income.<br />

Upon loss of significant influence over <strong>the</strong> associate, <strong>the</strong> Group measures and recognizes any<br />

remaining investment at its carrying value.<br />

In <strong>the</strong> Parent Company’s financial statements, investments in associates are accounted <strong>for</strong> using<br />

<strong>the</strong> cost method of accounting. Under <strong>the</strong> cost method, <strong>the</strong> Parent Company recognizes income<br />

from <strong>the</strong> investment only to <strong>the</strong> extent that <strong>the</strong> investor receives distributions from accumulated<br />

profits of associates arising after <strong>the</strong> date of acquisition and is reported as dividend income.<br />

Distributions received in excess of such profits are regarded as recovery of investment and are<br />

recognized as a reduction in <strong>the</strong> cost of <strong>the</strong> investment.<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 <strong>the</strong> property and equipment to its working condition and location <strong>for</strong><br />

its int<strong>ended</strong> use.<br />

Expenditures incurred after <strong>the</strong> property and equipment have been put into operation, such as<br />

repairs and maintenance are normally charged to operations in <strong>the</strong> <strong>year</strong> in which <strong>the</strong> costs are<br />

incurred. In situations where it can be clearly demonstrated that <strong>the</strong> expenditures have resulted in<br />

an increase in <strong>the</strong> future economic benefits expected to be obtained from <strong>the</strong> use of an item of<br />

property and equipment beyond its originally assessed standard of per<strong>for</strong>mance, <strong>the</strong> expenditures<br />

are capitalized as an additional cost of property and equipment.<br />

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- 11 -<br />

Depreciation and amortization is calculated on a straight-line basis over <strong>the</strong> estimated useful life of<br />

<strong>the</strong> property and equipment as follows:<br />

Office and communication equipment 3 <strong>year</strong>s<br />

Transportation and delivery equipment 3 to 5 <strong>year</strong>s<br />

Furniture and fixtures 3 to 5 <strong>year</strong>s<br />

Leasehold improvements 5 <strong>year</strong>s or <strong>the</strong> term of <strong>the</strong> lease,<br />

whichever is shorter<br />

The carrying values of property and equipment are reviewed <strong>for</strong> impairment when events or<br />

changes in circumstances indicate <strong>the</strong> carrying value may not be recoverable. If any such<br />

indication exists and where <strong>the</strong> carrying values exceed <strong>the</strong> estimated recoverable amount, <strong>the</strong> asset<br />

or cash-generating units are written down to <strong>the</strong>ir recoverable amount (see policy on Impairment<br />

of nonfinancial assets).<br />

An item of property and equipment is derecognized upon disposal or when no future economic<br />

benefits are expected from its use or disposal. Any gain or loss arising on derecognition of <strong>the</strong><br />

asset (calculated as <strong>the</strong> difference between <strong>the</strong> net disposal proceeds and <strong>the</strong> carrying amount of<br />

<strong>the</strong> asset) is included in <strong>the</strong> statement of income in <strong>the</strong> <strong>year</strong> <strong>the</strong> asset is derecognized.<br />

The asset’s residual values, useful lives and methods of depreciation and amortization are<br />

reviewed, and adjusted if appropriate, at each financial <strong>year</strong>-end to ensure that <strong>the</strong>se are consistent<br />

with <strong>the</strong> expected pattern of economic benefits from <strong>the</strong> items of property and equipment.<br />

Intangible Assets<br />

Intangible assets acquired separately are measured on initial recognition at cost. Following initial<br />

recognition, intangible assets are carried at cost less any accumulated amortization and any<br />

accumulated impairment losses.<br />

The useful lives of intangible assets are assessed to be ei<strong>the</strong>r finite or indefinite.<br />

Intangibles assets with finite lives are amortized over <strong>the</strong> useful economic life and assessed <strong>for</strong><br />

impairment whenever <strong>the</strong>re is an indication that <strong>the</strong> intangible assets may be impaired. The<br />

amortization period and <strong>the</strong> amortization method <strong>for</strong> an intangible asset with a finite useful life are<br />

reviewed at least at each balance sheet date. Changes in <strong>the</strong> expected useful life or <strong>the</strong> expected<br />

pattern of consumption of future economic benefits embodied in <strong>the</strong> asset is accounted <strong>for</strong> by<br />

changing <strong>the</strong> 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 <strong>the</strong><br />

statement of income in <strong>the</strong> expense category consistent with <strong>the</strong> function of <strong>the</strong> intangible asset.<br />

Intangible assets with indefinite useful lives are tested <strong>for</strong> impairment annually ei<strong>the</strong>r individually<br />

or at <strong>the</strong> 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 whe<strong>the</strong>r indefinite life<br />

assessment continues to be supportable. If not, <strong>the</strong> change in <strong>the</strong> useful life assessment from<br />

indefinite to finite is made on a prospective basis.<br />

Gains or losses arising from <strong>the</strong> derecognition of an intangible asset are measured as <strong>the</strong> difference<br />

between <strong>the</strong> net disposal proceeds and <strong>the</strong> carrying amount of <strong>the</strong> asset and are recognized in <strong>the</strong><br />

statement of income when <strong>the</strong> asset is derecognized.<br />

*SGVMC113951*


- 12 -<br />

Software costs<br />

Software costs are carried at cost less accumulated amortization and any impairment in value. The<br />

cost of <strong>the</strong> asset is <strong>the</strong> amount of cash or cash equivalents paid or <strong>the</strong> fair value of <strong>the</strong> o<strong>the</strong>r<br />

considerations given up to acquire <strong>the</strong> asset at <strong>the</strong> time of its acquisition or production. Software<br />

costs are amortized on a straight-line basis over <strong>the</strong> estimated useful life of <strong>the</strong> assets of three (3)<br />

<strong>year</strong>s.<br />

Goodwill<br />

Any excess of <strong>the</strong> acquisition cost over <strong>the</strong> fair values of <strong>the</strong> identifiable net assets acquired is<br />

recognized as goodwill. Goodwill represents <strong>the</strong> excess of <strong>the</strong> acquisition cost of IRCL, IGRL,<br />

IAPL, IRCL, LSML, and WEPL (Notes 10 and 12) over <strong>the</strong> fair value of <strong>the</strong>ir identifiable net<br />

assets at <strong>the</strong> date of acquisition. Following initial recognition, goodwill is measured at cost less<br />

any accumulated impairment losses. Goodwill is reviewed <strong>for</strong> impairment annually (see<br />

accounting policy on Impairment of nonfinancial assets).<br />

Impairment of Nonfinancial assets<br />

Investment in Subsidiaries and Associates<br />

The Group assesses at each balance sheet date whe<strong>the</strong>r <strong>the</strong>re is any indication that its investment<br />

in subsidiaries and associates may be impaired. If any indication exists, <strong>the</strong> Group estimates <strong>the</strong><br />

asset’s recoverable amount. An asset’s recoverable amount is <strong>the</strong> higher of an asset’s or cashgenerating<br />

unit’s (CGU) fair value less cost to sell and its value in use. Where <strong>the</strong> carrying<br />

amount of an asset or CGU exceeds its recoverable amount, <strong>the</strong> asset is considered impaired and is<br />

written down to its recoverable amount.<br />

Property and equipment and software costs<br />

At each balance sheet date, <strong>the</strong> Group assesses whe<strong>the</strong>r <strong>the</strong>re is any indication that its property and<br />

equipment and software costs may be impaired. When an indicator of impairment exists or when<br />

an annual impairment testing <strong>for</strong> an asset is required, <strong>the</strong> Group makes a <strong>for</strong>mal estimate of<br />

recoverable amount. Recoverable amount is <strong>the</strong> higher of an asset’s (or cash-generating unit’s) fair<br />

value less costs to sell and its value in use and is determined <strong>for</strong> an individual asset, unless <strong>the</strong><br />

asset does not generate cash inflows that are largely independent of those from o<strong>the</strong>r assets or<br />

groups of assets, in which case <strong>the</strong> recoverable amount is assessed as part of <strong>the</strong> cash-generating<br />

unit to which it belongs. Where <strong>the</strong> carrying amount of an asset (or cash-generating unit) exceeds<br />

its recoverable amount, <strong>the</strong> asset (or cash-generating unit) is considered impaired and is written<br />

down to its recoverable amount. In assessing value in use, <strong>the</strong> estimated future cash flows are<br />

discounted to <strong>the</strong>ir present value using a pre-tax discount rate that reflects current market<br />

assessments of <strong>the</strong> time value of money and <strong>the</strong> risks specific to <strong>the</strong> asset (or cash-generating<br />

unit).<br />

An impairment loss is charged to operations in <strong>the</strong> <strong>year</strong> in which it arises, unless <strong>the</strong> asset is<br />

carried at a revalued amount, in which case <strong>the</strong> impairment loss is charged to <strong>the</strong> revaluation<br />

increment of <strong>the</strong> said asset.<br />

An assessment is made at each balance sheet date as to whe<strong>the</strong>r <strong>the</strong>re is any indication that<br />

previously recognized impairment losses may no longer exist or may have decreased. If such<br />

indication exists, <strong>the</strong> recoverable amount is estimated. A previously recognized impairment loss is<br />

reversed only if <strong>the</strong>re has been a change in <strong>the</strong> estimates used to determine <strong>the</strong> asset’s recoverable<br />

amount since <strong>the</strong> last impairment loss was recognized. If that is <strong>the</strong> case, <strong>the</strong> carrying amount of<br />

<strong>the</strong> asset is increased to its recoverable amount. That increased amount cannot exceed <strong>the</strong> carrying<br />

amount that would have been determined, net of depreciation and amortization, had no impairment<br />

loss been recognized <strong>for</strong> <strong>the</strong> asset in prior <strong>year</strong>s. Such reversal is recognized in <strong>the</strong> statement of<br />

income unless <strong>the</strong> asset is carried at a revalued amount, in which case <strong>the</strong> reversal is treated as a<br />

*SGVMC113951*


- 13 -<br />

revaluation increase. After such a reversal, <strong>the</strong> depreciation and amortization expense is adjusted<br />

in future <strong>year</strong>s to allocate <strong>the</strong> asset’s revised carrying amount, less any residual value, on a<br />

systematic basis over its remaining life.<br />

Goodwill<br />

Goodwill is reviewed <strong>for</strong> impairment annually or more frequently if events or changes in<br />

circumstances indicate that <strong>the</strong> carrying value may be impaired.<br />

Impairment is determined <strong>for</strong> goodwill by assessing <strong>the</strong> recoverable amount of <strong>the</strong> cash-generating<br />

unit (or group of CGUs) to which <strong>the</strong> goodwill relates. Where <strong>the</strong> recoverable amount of <strong>the</strong> cashgenerating<br />

unit (or group of CGUs) is less than <strong>the</strong> carrying amount of <strong>the</strong> cash-generating unit (or<br />

group of CGUs) to which goodwill has been allocated, an impairment loss is recognized<br />

immediately in <strong>the</strong> statement of income. Impairment losses relating to goodwill cannot be<br />

reversed <strong>for</strong> subsequent increases in its recoverable amount in future periods. The Group<br />

per<strong>for</strong>ms its annual impairment test of goodwill at <strong>the</strong> balance sheet date.<br />

Input Value Added Tax (VAT)<br />

Input VAT represents VAT imposed on <strong>the</strong> Parent Company by its suppliers <strong>for</strong> <strong>the</strong> acquisition of<br />

goods and services as required by Philippine taxation laws and regulations. This will be claimed<br />

as tax credits. Input VAT is stated at its estimated net realizable values.<br />

Revenue Recognition<br />

The Group assesses its revenue arrangements against specific criteria in order to determine if it is<br />

acting as principal or agent. Revenue is recognized to <strong>the</strong> extent that it is probable that <strong>the</strong><br />

economic benefits will flow to <strong>the</strong> Group and <strong>the</strong> revenue can be reliably measured. The<br />

following specific recognition criteria must also be met be<strong>for</strong>e revenue is recognized:<br />

Delivery fees<br />

Revenue from delivery fees is recognized when <strong>the</strong> service is rendered net of amounts payable to<br />

principals (i.e., partner remittance companies) <strong>for</strong> fees billed on <strong>the</strong>ir behalf.<br />

Interest income<br />

Interest on financial instruments measured at amortized cost and interest bearing HFT investments<br />

is recognized based on <strong>the</strong> EIR method of accounting.<br />

The EIR method is a method of calculating <strong>the</strong> amortized cost of a financial asset or a financial<br />

liability and allocating <strong>the</strong> interest income or interest expense over <strong>the</strong> relevant period. The EIR is<br />

<strong>the</strong> rate that exactly discounts estimated future cash payments or receipts throughout <strong>the</strong> expected<br />

life of <strong>the</strong> financial instrument or, when appropriate, a shorter period to <strong>the</strong> net carrying amount of<br />

<strong>the</strong> financial asset or financial liability. When calculating <strong>the</strong> EIR, <strong>the</strong> Group estimates cash flows<br />

from <strong>the</strong> financial instrument (<strong>for</strong> example, prepayment options) but does not consider future<br />

credit losses. The calculation includes all fees and points paid or received between parties to <strong>the</strong><br />

contract that are an integral part of <strong>the</strong> EIR, transaction costs and all o<strong>the</strong>r premiums or discounts.<br />

Once a financial asset or a group of financial assets has been written down as a result of an<br />

impairment loss, interest income is recognized <strong>the</strong>reafter using <strong>the</strong> rate of interest used to discount<br />

<strong>the</strong> future cash flows <strong>for</strong> <strong>the</strong> purpose of measuring <strong>the</strong> impairment loss.<br />

Net trading gains/loss<br />

Trading gains/loss represents results arising from trading activities, including all gains and losses<br />

from changes in fair value of HFT financial assets.<br />

*SGVMC113951*


- 14 -<br />

Dividends<br />

Dividend income is recognized when <strong>the</strong> Group’s right to receive payment is established.<br />

Cost and Expenses<br />

Costs and expenses encompass losses as well as those expenses that arise in <strong>the</strong> course of <strong>the</strong><br />

ordinary business activities of <strong>the</strong> Group. The following specific recognition criteria must also be<br />

met be<strong>for</strong>e costs and expenses are recognized:<br />

Cost of services<br />

This includes all expenses associated with <strong>the</strong> specific delivery fees. Such costs are recognized<br />

when <strong>the</strong> related delivery fees have been recognized.<br />

Operating expenses<br />

Operating expenses constitute costs incurred related to advertising and administering <strong>the</strong> business<br />

and are recognized when incurred.<br />

Retirement Benefits<br />

The Parent Company has a noncontributory defined benefit retirement plan administered by a<br />

trustee, covering its permanent employees.<br />

The retirement cost of <strong>the</strong> Parent Company is determined using <strong>the</strong> projected unit credit method.<br />

Under this method, <strong>the</strong> current service cost is <strong>the</strong> present value of retirement benefits payable in<br />

<strong>the</strong> future with respect to services rendered in <strong>the</strong> current period.<br />

The liability recognized in <strong>the</strong> balance sheet in respect of defined benefit retirement plan is <strong>the</strong><br />

present value of <strong>the</strong> defined benefit obligation at <strong>the</strong> balance sheet date less <strong>the</strong> fair value of plan<br />

assets, toge<strong>the</strong>r with adjustments <strong>for</strong> unrecognized actuarial gains or losses and past service costs.<br />

The defined benefit obligation is calculated annually by an independent actuary using <strong>the</strong><br />

projected unit credit method. The present value of <strong>the</strong> defined benefit obligation is determined by<br />

discounting <strong>the</strong> estimated future cash outflows using interest rates on government bonds that have<br />

terms to maturity approximating <strong>the</strong> terms of <strong>the</strong> 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 <strong>the</strong> net cumulative unrecognized actuarial gains and losses at <strong>the</strong><br />

end of <strong>the</strong> previous period exceeded 10.00% of <strong>the</strong> higher of <strong>the</strong> defined benefit obligation and <strong>the</strong><br />

fair value of plan assets at that date. These gains or losses are recognized over <strong>the</strong> expected<br />

average remaining working lives of <strong>the</strong> employees participating in <strong>the</strong> plan.<br />

Past-service costs, if any, are recognized immediately in income, unless <strong>the</strong> changes to <strong>the</strong><br />

retirement plan are conditional on <strong>the</strong> employees remaining in service <strong>for</strong> a specified period of<br />

time (<strong>the</strong> vesting period). In this case, <strong>the</strong> past-service costs are amortized on a straight-line basis<br />

over <strong>the</strong> vesting period.<br />

The defined benefit asset or liability comprises <strong>the</strong> present value of <strong>the</strong> defined benefit obligation<br />

less past service costs not yet recognized and less <strong>the</strong> fair value of plan assets out of which <strong>the</strong><br />

obligations are to be settled directly. The value of any asset is restricted to <strong>the</strong> sum of any past<br />

service cost not yet recognized and <strong>the</strong> present value of any economic benefits available in <strong>the</strong><br />

<strong>for</strong>m of refunds from <strong>the</strong> plan or reductions in <strong>the</strong> future contributions to <strong>the</strong> plan.<br />

*SGVMC113951*


- 15 -<br />

Leases<br />

The determination of whe<strong>the</strong>r an arrangement is, or contains a lease is based on <strong>the</strong> substance of<br />

<strong>the</strong> arrangement at <strong>the</strong> inception date of whe<strong>the</strong>r <strong>the</strong> fulfillment of <strong>the</strong> arrangement is dependent<br />

on <strong>the</strong> use of a specific asset or assets or <strong>the</strong> arrangement conveys a right to use <strong>the</strong> asset. A<br />

reassessment is made after inception of <strong>the</strong> lease only if one of <strong>the</strong> following applies:<br />

(a) <strong>the</strong>re is a change in contractual terms, o<strong>the</strong>r than a renewal or extension of <strong>the</strong> arrangement;<br />

(b) a renewal option is exercised or extension granted, unless <strong>the</strong> term of <strong>the</strong> renewal or extension<br />

was initially included in <strong>the</strong> lease term;<br />

(c) <strong>the</strong>re is a change in <strong>the</strong> determination of whe<strong>the</strong>r fulfillment is dependent on a specified asset;<br />

or<br />

(d) <strong>the</strong>re is a substantial change to <strong>the</strong> asset.<br />

When a reassessment is made, lease accounting shall commence or cease from <strong>the</strong> date when <strong>the</strong><br />

change in circumstances gave rise to <strong>the</strong> reassessment <strong>for</strong> scenarios (a), (c), or (d) and at <strong>the</strong> date<br />

of renewal or extension <strong>for</strong> scenario (b).<br />

Group as a lessee<br />

Leases where <strong>the</strong> lessor retains substantially all <strong>the</strong> risks and benefits of ownership of <strong>the</strong> asset are<br />

classified as an operating lease. Operating lease payments are recognized as an expense in <strong>the</strong><br />

statement of income on a straight-line basis over <strong>the</strong> lease term.<br />

Share-based Payment<br />

The Parent Company granted a stock purchase program to certain officers, employees and<br />

individuals (see Note 18) which is subject to a lock-up or vesting period of two (2) <strong>year</strong>s which<br />

<strong>ended</strong> on September 19, <strong>2009</strong> . The Parent Company accounted <strong>for</strong> <strong>the</strong> share-based payment as an<br />

equity-settled transaction. The cost of equity-settled transactions is measured by reference to <strong>the</strong><br />

fair value of <strong>the</strong> equity instrument at <strong>the</strong> date at which <strong>the</strong>y are granted. The expense is<br />

recognized as part of Salaries, wages and employee benefits in <strong>the</strong> statement of income, toge<strong>the</strong>r<br />

with a corresponding increase in equity, over <strong>the</strong> lock-up period of two (2) <strong>year</strong>s. The cumulative<br />

expense recognized <strong>for</strong> equity-settled transactions at each reporting date until <strong>the</strong> vesting date<br />

reflects <strong>the</strong> extent to which <strong>the</strong> vesting period has expired and <strong>the</strong> Group’s best estimate of <strong>the</strong><br />

number of equity instruments that will ultimately vest. The expense in <strong>the</strong> statement of income <strong>for</strong><br />

<strong>the</strong> period represents <strong>the</strong> movement in cumulative expense recognized at <strong>the</strong> beginning and end of<br />

<strong>the</strong> period.<br />

Income Taxes<br />

Current income tax<br />

Current income tax assets and liabilities <strong>for</strong> <strong>the</strong> current and prior periods are measured at <strong>the</strong><br />

amount expected to be recovered from or paid to <strong>the</strong> taxation authorities. The tax rates and tax<br />

laws used to compute <strong>the</strong> amount are those that are enacted or substantively enacted at <strong>the</strong> balance<br />

sheet date.<br />

Deferred income tax<br />

Deferred tax is provided, using <strong>the</strong> balance sheet liability method, on all temporary differences at<br />

<strong>the</strong> balance sheet date between <strong>the</strong> tax bases of assets and liabilities and <strong>the</strong>ir carrying amounts <strong>for</strong><br />

financial reporting purposes.<br />

Deferred tax liabilities are recognized <strong>for</strong> all taxable temporary differences, including asset<br />

revaluations. Deferred tax assets are recognized <strong>for</strong> all deductible temporary differences,<br />

carry<strong>for</strong>ward of unused tax credits from excess minimum corporate income tax (MCIT) over <strong>the</strong><br />

regular corporate income tax (RCIT), if any, and unused net operating loss carryover (NOLCO),<br />

*SGVMC113951*


- 16 -<br />

if any, to <strong>the</strong> extent that it is probable that taxable income will be available against which <strong>the</strong><br />

deductible temporary differences and carry<strong>for</strong>ward of unused tax credits from excess MCIT over<br />

RCIT and unused NOLCO can be utilized.<br />

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to<br />

<strong>the</strong> extent that it is no longer probable that sufficient taxable income will be available to allow all<br />

or part of <strong>the</strong> deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at<br />

each balance sheet date and are recognized to <strong>the</strong> extent that it has become probable that future<br />

taxable income will allow <strong>the</strong> deferred tax assets to be recovered.<br />

Deferred tax assets and deferred tax liabilities are measured at <strong>the</strong> tax rates that are applicable to<br />

<strong>the</strong> period when <strong>the</strong> asset is realized or <strong>the</strong> liability is settled, based on tax rates (and tax laws) that<br />

have been enacted or substantively enacted at <strong>the</strong> balance sheet date.<br />

Deferred tax assets and deferred tax liabilities are offset if a legally en<strong>for</strong>ceable right exists to set<br />

off current tax assets against current tax liabilities and <strong>the</strong> deferred taxes relate to <strong>the</strong> same taxable<br />

entity and <strong>the</strong> same taxation authority.<br />

Current tax and deferred tax relating to items recognized directly in equity are also recognized in<br />

equity and not in <strong>the</strong> statement of income.<br />

Borrowing Costs<br />

Borrowing costs are recognized as an expense when incurred.<br />

Equity<br />

Capital stock is measured at par value <strong>for</strong> all shares issued and outstanding. When <strong>the</strong> shares are<br />

sold at a premium, <strong>the</strong> difference between <strong>the</strong> proceeds and <strong>the</strong> par value is credited to ‘Capital<br />

paid-in excess of par value' account. Direct costs incurred related to equity issuance, such as<br />

underwriting, accounting and legal fees, printing costs and taxes are chargeable to ‘Capital paid-in<br />

excess of par value' account. If <strong>the</strong> ‘Capital paid-in excess of par value' is not sufficient, <strong>the</strong><br />

excess is charged against <strong>the</strong> 'Retained earnings'.<br />

When <strong>the</strong> Group issues more than one class of stock, a separate account is maintained <strong>for</strong> each<br />

class of stock and <strong>the</strong> number of shares issued.<br />

‘Retained earnings’ represents accumulated earnings of <strong>the</strong> Group less dividends declared.<br />

Treasury Stock<br />

Own equity instruments which are reacquired (treasury shares) are recognized at cost and<br />

deducted from equity. No gain or loss is recognized in <strong>the</strong> statement of income on <strong>the</strong> purchase,<br />

sale, issue or cancellation of <strong>the</strong> Group's own equity instruments. Any difference between <strong>the</strong><br />

carrying amount and <strong>the</strong> consideration is recognized in o<strong>the</strong>r capital reserves.<br />

Earnings Per Share<br />

Basic earnings per share (EPS) is computed by dividing net income <strong>for</strong> <strong>the</strong> <strong>year</strong> by <strong>the</strong> weighted<br />

average number of common shares issued and outstanding during <strong>the</strong> <strong>year</strong>, after giving retroactive<br />

effect to any stock dividends or stock splits, if any, declared during <strong>the</strong> <strong>year</strong>. Diluted EPS is<br />

computed by dividing net income applicable to common stockholders by <strong>the</strong> weighted average<br />

number of common shares issued and outstanding during <strong>the</strong> <strong>year</strong> after giving effect to assumed<br />

conversion of diluted potential common shares.<br />

*SGVMC113951*


- 17 -<br />

Using <strong>the</strong> weighted average number of ordinary shares outstanding during <strong>the</strong> period reflects <strong>the</strong><br />

possibility that <strong>the</strong> amount of shareholders' capital varied during <strong>the</strong> period as a result of a larger<br />

or smaller number of shares being outstanding at any time. The weighted average number of<br />

ordinary shares outstanding during <strong>the</strong> period is <strong>the</strong> number of ordinary shares outstanding at <strong>the</strong><br />

beginning of <strong>the</strong> period, adjusted by <strong>the</strong> number of ordinary shares bought back or issued during<br />

<strong>the</strong> period multiplied by a time-weighting factor. The time-weighting factor is <strong>the</strong> number of days<br />

that <strong>the</strong> shares are outstanding as a proportion of <strong>the</strong> total number of days in <strong>the</strong> period; a<br />

reasonable approximation of <strong>the</strong> weighted average is adequate in many circumstances.<br />

Dividends on Common Shares<br />

Dividends on common shares are recognized as a liability and deducted from equity when<br />

declared and approved by <strong>the</strong> respective BOD of <strong>the</strong> entities in <strong>the</strong> Group. Dividends <strong>for</strong> <strong>the</strong> <strong>year</strong><br />

that are approved after <strong>the</strong> balance sheet date are dealt with as an event after <strong>the</strong> balance sheet<br />

date.<br />

Provisions<br />

Provisions are recognized when <strong>the</strong> Group has a present obligation (legal or constructive) as a<br />

result of a past event, it is probable that an outflow of assets embodying economic benefits will be<br />

required to settle <strong>the</strong> obligation and a reliable estimate can be made of <strong>the</strong> amount of <strong>the</strong><br />

obligation. Where <strong>the</strong> Group expects a provision to be reimbursed, <strong>the</strong> reimbursement is<br />

recognized as a separate asset but only when <strong>the</strong> reimbursement is virtually certain. The expense<br />

relating to any provision is presented in <strong>the</strong> statement of income, net of any reimbursement.<br />

Contingencies<br />

Contingent liabilities are not recognized in <strong>the</strong> consolidated financial statements. These are<br />

disclosed unless <strong>the</strong> possibility of an outflow of resources embodying economic benefits is<br />

remote. A contingent asset is not recognized in <strong>the</strong> consolidated financial statements but disclosed<br />

when an inflow of economic benefits is probable. Where <strong>the</strong> Group expects some or all of a<br />

provision to be reimbursed, <strong>for</strong> example an insurance claim, <strong>the</strong> reimbursement is recognized as a<br />

separate asset but only when <strong>the</strong> reimbursement is virtually certain.<br />

Events After <strong>Report</strong>ing Date<br />

Post <strong>year</strong>-end events that provide additional in<strong>for</strong>mation about <strong>the</strong> Group’s position at <strong>the</strong> balance<br />

sheet date (adjusting events) are reflected in <strong>the</strong> financial statements. Post <strong>year</strong>-end events that are<br />

not adjusting events are disclosed in <strong>the</strong> notes to <strong>the</strong> financial statements when material.<br />

Segment <strong>Report</strong>ing<br />

The Group’s operating businesses are organized and managed separately within a particular<br />

economic environment or geographical areas, with each segment representing a strategic business<br />

unit which is subject to risk and rewards that are different from those of o<strong>the</strong>r segments. Financial<br />

in<strong>for</strong>mation on business segments is presented in Note 27.<br />

Future Changes in Accounting Policies<br />

The Group will adopt <strong>the</strong> following standards and interpretations enumerated below when <strong>the</strong>se<br />

become effective. Except as o<strong>the</strong>rwise indicated, <strong>the</strong> Group does not expect <strong>the</strong> adoption of <strong>the</strong>se<br />

new and am<strong>ended</strong> PFRS and Philippine Interpretations to have significant impact on its financial<br />

statements.<br />

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Effective in 2010<br />

PFRS 3, (Revised) Business Combinations and PAS 27, Consolidated and Separate Financial<br />

Statements (Am<strong>ended</strong>)<br />

The revised standards are effective <strong>for</strong> annual periods beginning on or after July 1, <strong>2009</strong>. PFRS 3<br />

(Revised) introduces significant changes in <strong>the</strong> accounting <strong>for</strong> business combinations occurring<br />

after this date. Changes affect <strong>the</strong> valuation of non-controlling interest, <strong>the</strong> accounting <strong>for</strong><br />

transaction costs, <strong>the</strong> initial recognition and subsequent measurement of a contingent<br />

consideration and business combinations achieved in stages. These changes will impact <strong>the</strong><br />

amount of goodwill recognized, <strong>the</strong> reported results in <strong>the</strong> period that an acquisition occurs and<br />

future reported results. PAS 27 (Am<strong>ended</strong>) requires that a change in <strong>the</strong> ownership interest of a<br />

subsidiary (without loss of control) is accounted <strong>for</strong> as a transaction with owners in <strong>the</strong>ir capacity<br />

as owners. There<strong>for</strong>e, such transactions will no longer give rise to goodwill, nor will it give rise to<br />

a gain or loss. Fur<strong>the</strong>rmore, <strong>the</strong> am<strong>ended</strong> standard changes <strong>the</strong> accounting <strong>for</strong> losses incurred by<br />

<strong>the</strong> subsidiary as well as <strong>the</strong> loss of control of a subsidiary. The changes by PFRS 3 (Revised) and<br />

PAS 27 (Am<strong>ended</strong>) will affect future acquisitions or loss of control of subsidiaries and<br />

transactions with non-controlling interests. PFRS 3 (Revised) will be applied prospectively while<br />

PAS 27 (Am<strong>ended</strong>) will be applied retrospectively with a few exceptions.<br />

PAS 39 Amendments, Eligible Hedged Items<br />

The amendment to PAS 39, Financial Instruments: Recognition and Measurement, effective <strong>for</strong><br />

annual periods beginning on or after July 1, <strong>2009</strong>, clarifies that an entity is permitted to designate<br />

a portion of <strong>the</strong> fair value changes or cash flow variability of a financial instrument as a hedged<br />

item. This also covers <strong>the</strong> designation of inflation as a hedged risk or portion in particular<br />

situations.<br />

PFRS 2 Amendments, Group Cash-settled Share-based Payment Transactions<br />

The amendments to PFRS 2, Share-based Payment, effective <strong>for</strong> annual periods beginning on or<br />

after January 1, 2010, clarify <strong>the</strong> scope and <strong>the</strong> accounting <strong>for</strong> group cash-settled share-based<br />

payment transactions.<br />

Philippine Interpretation IFRIC 17, Distribution of Non-cash Assets to Owners<br />

This Interpretation is effective <strong>for</strong> annual periods beginning on or after July 1, <strong>2009</strong> with early<br />

application permitted. It provides guidance on how to account <strong>for</strong> non-cash distributions to<br />

owners. The interpretation clarifies when to recognize a liability, how to measure it and <strong>the</strong><br />

associated assets, and when to derecognize <strong>the</strong> asset and liability.<br />

Improvements to PFRSs <strong>2009</strong><br />

The omnibus amendments to PFRSs issued in <strong>2009</strong> were issued primarily with a view to remove<br />

inconsistencies and clarify wordings. The amendments are effective <strong>for</strong> annual periods beginning<br />

January 1, 2010 except as o<strong>the</strong>rwise stated. The adoption of <strong>the</strong> following amendments will result<br />

in changes to accounting policies but will not have any impact on <strong>the</strong> financial position or<br />

per<strong>for</strong>mance of <strong>the</strong> Group.<br />

PFRS 2, Share-based Payment<br />

• Clarifies that <strong>the</strong> contribution of a business on <strong>for</strong>mation of a joint venture and combinations<br />

under common control are not within <strong>the</strong> scope of PFRS 2 even though <strong>the</strong>y are out of scope<br />

of PFRS 3, Business Combinations (Revised). The amendment is effective <strong>for</strong> financial <strong>year</strong>s<br />

on or after July 1, <strong>2009</strong>.<br />

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PFRS 5, Non-current Assets Held <strong>for</strong> Sale and Discontinued Operations<br />

• Clarifies that <strong>the</strong> disclosures required in respect of non-current assets and disposal groups<br />

classified as held <strong>for</strong> sale or discontinued operations are only those set out in PFRS 5. The<br />

disclosure requirements of o<strong>the</strong>r PFRSs only apply if specifically required <strong>for</strong> such noncurrent<br />

assets or discontinued operations.<br />

PFRS 8, Operating Segment In<strong>for</strong>mation<br />

• Clarifies that segment assets and liabilities need only be reported when those assets and<br />

liabilities are included in measures that are used by <strong>the</strong> chief operating decision maker.<br />

PAS 1, Presentation of Financial Statements<br />

• Clarifies that <strong>the</strong> terms of a liability that could result, at anytime, in its settlement by <strong>the</strong><br />

issuance of equity instruments at <strong>the</strong> option of <strong>the</strong> counterparty do not affect its classification.<br />

PAS 7, Statement of Cash Flows<br />

• Explicitly states that only an expenditure that results in a recognized asset can be classified as<br />

a cash flow from investing activities.<br />

PAS 17, Leases<br />

• Removes <strong>the</strong> specific guidance on classifying land as a lease. Prior to <strong>the</strong> amendment, leases<br />

of land were classified as operating leases. The amendment now requires that leases of land<br />

are classified as ei<strong>the</strong>r ‘finance’ or ‘operating’ in accordance with <strong>the</strong> general principles of<br />

PAS 17. The amendments will be applied retrospectively.<br />

PAS 36, Impairment of Assets<br />

• The amendment clarified that <strong>the</strong> largest unit permitted <strong>for</strong> allocating goodwill, acquired in a<br />

business combination, is <strong>the</strong> operating segment as defined in PFRS 8 be<strong>for</strong>e aggregation <strong>for</strong><br />

reporting purposes.<br />

PAS 38, Intangible Assets<br />

• Clarifies that if an intangible asset acquired in a business combination is identifiable only with<br />

ano<strong>the</strong>r intangible asset, <strong>the</strong> acquirer may recognize <strong>the</strong> group of intangible assets as a single<br />

asset provided <strong>the</strong> individual assets have similar useful lives. Also, it clarifies that <strong>the</strong><br />

valuation techniques presented <strong>for</strong> determining <strong>the</strong> fair value of intangible assets acquired in a<br />

business combination that are not traded in active markets are only examples and are not<br />

restrictive on <strong>the</strong> methods that can be used.<br />

PAS 39, Financial Instruments: Recognition and Measurement<br />

• The amendment clarifies <strong>the</strong> following:<br />

- Prepayment option is considered closely related to <strong>the</strong> host contract when <strong>the</strong> exercise<br />

price of a prepayment option reimburses <strong>the</strong> lender up to <strong>the</strong> approximate present value of<br />

lost interest <strong>for</strong> <strong>the</strong> remaining term of <strong>the</strong> host contract.<br />

- Scope exemption <strong>for</strong> contracts between an acquirer and a vendor in a business<br />

combination to buy or sell an acquiree at a future date applies only to binding <strong>for</strong>ward<br />

contracts, and not derivative contracts where fur<strong>the</strong>r actions by ei<strong>the</strong>r party are still to be<br />

taken.<br />

- Requires that gains or losses on cash flow hedges of a <strong>for</strong>ecast transaction that<br />

subsequently results in <strong>the</strong> recognition of a financial instrument or on cash flow hedges of<br />

recognized financial instruments should be reclassified in <strong>the</strong> period that <strong>the</strong> hedged<br />

<strong>for</strong>ecast cash flows affect profit or loss.<br />

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Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives<br />

• Clarifies that possible reassessment does not apply at <strong>the</strong> date of acquisition, to embedded<br />

derivatives in contracts acquired in a business combination between entities or businesses<br />

under common control or <strong>the</strong> <strong>for</strong>mation of joint venture.<br />

Philippine Interpretation IFRIC 16, Hedges of a Net Investment in a Foreign Operation<br />

• States that in a hedge of a net investment in a <strong>for</strong>eign operation, qualifying hedging<br />

instruments may be held by any entity or entities within <strong>the</strong> group, including <strong>the</strong> <strong>for</strong>eign<br />

operation itself, as long as <strong>the</strong> designation, documentation and effectiveness requirements of<br />

PAS 39 that relate to a net investment hedge are satisfied.<br />

Effective in 2012<br />

Philippine Interpretation IFRIC 15, Agreements <strong>for</strong> <strong>the</strong> Construction of Real Estate<br />

This Interpretation covers accounting <strong>for</strong> revenue and associated expenses by entities that<br />

undertake <strong>the</strong> construction of real estate directly or through subcontractors. This Interpretation<br />

requires that revenue on construction of real estate be recognized only upon completion, except<br />

when such contract qualifies as a construction contract to be accounted <strong>for</strong> under PAS 11,<br />

Construction Contracts, or involves rendering of services in which case revenue is recognized<br />

based on stage of completion. Contracts involving provision of services with <strong>the</strong> construction<br />

materials and where <strong>the</strong> risks and rewards of ownership are transferred to <strong>the</strong> buyer on a<br />

continuous basis will also be accounted <strong>for</strong> based on stage of completion.<br />

3. Significant Accounting Judgments and Estimates<br />

The preparation of <strong>the</strong> financial statements in compliance with PFRS requires <strong>the</strong> Group to make<br />

judgments and estimates that affect <strong>the</strong> 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 <strong>the</strong> assumptions used in arriving at <strong>the</strong> estimates to change. The effects of any<br />

change in estimates are reflected in <strong>the</strong> financial statements as <strong>the</strong>y become reasonably<br />

determinable.<br />

Judgments and estimates are continually evaluated and are based on historical experience and<br />

o<strong>the</strong>r factors, including expectations of future events that are believed to be reasonable under <strong>the</strong><br />

circumstances.<br />

Judgments<br />

a. Functional Currency<br />

PAS 21 requires management to use its judgment to determine <strong>the</strong> entity’s functional currency<br />

such that it most faithfully represents <strong>the</strong> economic effects of <strong>the</strong> underlying transactions,<br />

events and conditions that are relevant to <strong>the</strong> entity. In making this judgment, <strong>the</strong> Group<br />

considers <strong>the</strong> following:<br />

1) <strong>the</strong> currency that mainly influences sales prices <strong>for</strong> financial instruments and services (this<br />

will often be <strong>the</strong> currency in which sales prices <strong>for</strong> its financial instruments and services<br />

are denominated and settled);<br />

2) <strong>the</strong> currency in which funds from financing activities are generated; and<br />

3) <strong>the</strong> currency in which receipts from operating activities are usually retained.<br />

*SGVMC113951*


- 21 -<br />

b. Operating leases – Group as <strong>the</strong> lessee<br />

The Group has entered into commercial property leases as a lessee <strong>for</strong> its office premises. The<br />

Group has determined, based on an evaluation of <strong>the</strong> terms and conditions of <strong>the</strong> arrangements<br />

(i.e., <strong>the</strong> lease does not transfer ownership of <strong>the</strong> asset to <strong>the</strong> lessee by <strong>the</strong> end of <strong>the</strong> lease<br />

term, <strong>the</strong> lessee has no option to purchase <strong>the</strong> asset at a price that is expected to be sufficiently<br />

lower than <strong>the</strong> fair value at <strong>the</strong> date <strong>the</strong> option is exercisable, and <strong>the</strong> lease term ranges from<br />

one (1) - ten (10) <strong>year</strong>s only), that all significant risks and rewards of ownership of <strong>the</strong><br />

properties it leases are not transferable to <strong>the</strong> Group.<br />

c. Contingencies<br />

The Group is currently involved in various legal proceedings. The estimate of <strong>the</strong> probable<br />

costs <strong>for</strong> <strong>the</strong> resolution of <strong>the</strong>se claims has been developed in consultation with outside<br />

counsel handling <strong>the</strong> defense in <strong>the</strong>se matters and is based upon an analysis of potential<br />

results. The Group currently does not believe <strong>the</strong>se proceedings will have a material effect on<br />

<strong>the</strong> Group’s financial position. It is possible, however, that future results of operations could<br />

be materially affected by changes in <strong>the</strong> estimates or in <strong>the</strong> effectiveness of <strong>the</strong> strategies<br />

relating to <strong>the</strong>se proceedings (see Note 28).<br />

d. Determination of whe<strong>the</strong>r <strong>the</strong> Group is acting as a principal or an agent<br />

The Group assesses its revenue arrangements against <strong>the</strong> following criteria to determine<br />

whe<strong>the</strong>r it is acting as a principal or an agent:<br />

• whe<strong>the</strong>r <strong>the</strong> Group has primary responsibility <strong>for</strong> providing <strong>the</strong> goods and services;<br />

• whe<strong>the</strong>r <strong>the</strong> Group has inventory risk;<br />

• whe<strong>the</strong>r <strong>the</strong> Group has discretion in establishing prices; and<br />

• whe<strong>the</strong>r <strong>the</strong> Group bears <strong>the</strong> credit risk.<br />

If <strong>the</strong> Group has determined it is acting as a principal, revenue is recognized on a gross basis<br />

with <strong>the</strong> amount remitted to <strong>the</strong> o<strong>the</strong>r party being accounted <strong>for</strong> as part of costs and expenses.<br />

If <strong>the</strong> Group has determined it is acting as an agent, only <strong>the</strong> net amount retained is recognized<br />

as revenue.<br />

The Group assessed its revenue arrangements and concluded that it is acting as principal in<br />

some arrangements and as an agent in o<strong>the</strong>r arrangements.<br />

Estimates<br />

a. Credit losses on receivables<br />

The Group reviews its receivables at each balance sheet date to assess whe<strong>the</strong>r an allowance<br />

<strong>for</strong> credit losses should be recorded in <strong>the</strong> balance sheet. In particular, judgment by<br />

management is required in <strong>the</strong> estimation of <strong>the</strong> amount and timing of future cash flows when<br />

determining <strong>the</strong> level of allowance required. Such estimates are based on assumptions about a<br />

number of factors such as length of <strong>the</strong> Group’s relationship with counterparties (i.e. agents<br />

and couriers), current credit status, average age of accounts, collection and historical loss<br />

experience. Actual results may differ, resulting in future changes to <strong>the</strong> allowance.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, no allowance <strong>for</strong> credit losses on receivables are recorded<br />

since <strong>the</strong> Group assessed that <strong>the</strong>re was no objective evidence of impairment on <strong>the</strong><br />

receivables. Receivables are carried in <strong>the</strong> balance sheets at P=1,247.52 million and<br />

P=936.88 million as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, respectively, <strong>for</strong> <strong>the</strong> Group, and<br />

P=1,305.72 million and P=1,032.02 million as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, respectively, <strong>for</strong><br />

<strong>the</strong> Parent Company (see Note 8).<br />

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- 22 -<br />

b. Impairment of nonfinancial assets<br />

(i) Investment in subsidiaries and associates<br />

The Parent Company assesses impairment on its investments in subsidiaries and associates<br />

whenever events or changes in circumstances indicate that <strong>the</strong> carrying amount of <strong>the</strong><br />

assets may not be recoverable. Among o<strong>the</strong>rs, <strong>the</strong> factors that <strong>the</strong> Parent Company<br />

considers important which could trigger an impairment review on its investments in<br />

subsidiaries and associates include <strong>the</strong> following:<br />

• Deteriorating or poor financial condition;<br />

• Recurring net losses; and<br />

• Significant changes with an adverse effect on <strong>the</strong> subsidiary or associate have taken<br />

place during <strong>the</strong> period, or will take place in <strong>the</strong> near future, in <strong>the</strong> technological,<br />

market, economic, or legal environment in which <strong>the</strong> subsidiary operates.<br />

(ii) Goodwill<br />

The Group determines whe<strong>the</strong>r goodwill is impaired at least on an annual basis. This<br />

requires an estimation of <strong>the</strong> recoverable amount which is <strong>the</strong> net selling price or value in<br />

use of <strong>the</strong> CGUs to which <strong>the</strong> goodwill is allocated. When value in use calculations are<br />

undertaken, management must estimate <strong>the</strong> expected future cash flows from <strong>the</strong> asset or<br />

CGU and choose a suitable discount rate in order to calculate <strong>the</strong> present value of those<br />

cash flows. As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> Group has determined that <strong>the</strong>re are<br />

no indications that its goodwill may be impaired. Goodwill amounted to P=97.58 million<br />

and P=91.52 million as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, respectively (see Note 12).<br />

(iii) Property and equipment and software costs<br />

The Group assesses impairment on property and equipment and software cost whenever<br />

events or changes in circumstances indicate that <strong>the</strong> carrying amount of <strong>the</strong> asset may not<br />

be recoverable. The factors that <strong>the</strong> Group considers important which could trigger an<br />

impairment review include <strong>the</strong> following:<br />

• significant underper<strong>for</strong>mance relative to expected historical or projected future<br />

operating results;<br />

• significant changes in <strong>the</strong> manner of use of <strong>the</strong> acquired assets or <strong>the</strong> strategy <strong>for</strong><br />

overall business; and<br />

• significant negative industry or economic trends.<br />

The Group recognizes an impairment loss whenever <strong>the</strong> carrying amount of <strong>the</strong> asset<br />

exceeds its recoverable amount. The recoverable amount is computed using <strong>the</strong> value in<br />

use approach. Recoverable amounts are estimated <strong>for</strong> individual assets or, if it is not<br />

possible, <strong>for</strong> <strong>the</strong> CGU to which <strong>the</strong> asset belongs.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, no impairment losses were recognized on <strong>the</strong> Group and<br />

<strong>the</strong> Parent Company’s nonfinancial assets, including goodwill.<br />

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The carrying values of <strong>the</strong> Group and Parent Company’s nonfinancial assets as of<br />

<strong>December</strong> <strong>31</strong> follow:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Investments in subsidiaries and<br />

associates (Note 10) P=19,024,162 P=23,699,925 P=245,149,252 P=166,929,691<br />

Property and equipment (Note 11) 27,820,132 30,873,601 11,761,787 17,211,073<br />

Goodwill (Note 12) 97,582,106 91,517,043 – –<br />

Software costs (Note 13) 2,704,684 2,193,133 2,704,684 2,193,133<br />

c. Estimated useful lives of property and equipment and software costs<br />

The Group reviews <strong>the</strong> estimated useful lives of property and equipment and software costs<br />

annually based on <strong>the</strong> expected asset utilization after considering <strong>the</strong> expected future<br />

technological developments and market behavior. Significant changes in <strong>the</strong>se estimates<br />

resulting from changes in <strong>the</strong> factors a<strong>for</strong>ementioned could possibly affect <strong>the</strong> future results of<br />

operations. The decrease in <strong>the</strong> estimated useful life of <strong>the</strong> property and equipment and<br />

software costs would increase <strong>the</strong>ir respective balances and increase <strong>the</strong> recorded depreciation<br />

and amortization.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>the</strong> carrying values of Property and equipment and Software costs follow:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Property and Equipment (Note 11) P=27,820,132 P=30,873,601 P=11,761,787 P=17,211,073<br />

Software costs (Note 13) 2,704,684 2,193,133 2,704,684 2,193,133<br />

d. Recognition of deferred tax assets<br />

The Group reviews <strong>the</strong> carrying amounts of deferred tax assets at each balance sheet date and<br />

reduces it to <strong>the</strong> extent that it is no longer probable that sufficient taxable income will be<br />

available to allow all or part of <strong>the</strong> deferred tax assets to be utilized. Significant judgment is<br />

required to determine <strong>the</strong> amount of deferred tax assets that can be recognized, based upon <strong>the</strong><br />

likely timing and level of future taxable income toge<strong>the</strong>r with future tax planning strategies.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> Group’s recognized deferred tax assets amounted to<br />

P=4.83 million and P=0.81 million, respectively. As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> Parent<br />

Company did not recognize net deferred tax assets on existing deductible temporary<br />

differences amounting to P=5.05 million and P=13.64 million, respectively. Management<br />

believes that it is not highly probable that <strong>the</strong>se temporary differences will be realized in <strong>the</strong><br />

future (see Note 25).<br />

e. Present value of net retirement obligation<br />

The cost of defined benefit retirement plan and o<strong>the</strong>r 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 retirement increases. Due to <strong>the</strong> long-term nature of <strong>the</strong>se benefits, such estimates are<br />

subject to significant uncertainty.<br />

The assumed discount rates were determined using <strong>the</strong> market yields on Philippine<br />

government bonds with terms consistent with <strong>the</strong> expected employee benefit payout as of <strong>the</strong><br />

balance sheet date. Refer to Note 17 <strong>for</strong> <strong>the</strong> details of assumptions used in <strong>the</strong> calculation. As<br />

of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> present value of <strong>the</strong> net retirement obligation of <strong>the</strong><br />

Parent Company amounted to P=3.63 million and P=5.41 million, respectively (see Note 17).<br />

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- 24 -<br />

f. Share-based payment transactions<br />

The Group determined <strong>the</strong> cost of its equity-settled stock purchase program at grant date using<br />

<strong>the</strong> price earnings multiple model taking into account <strong>the</strong> terms and conditions upon which <strong>the</strong><br />

shares were granted. At <strong>year</strong> end, <strong>the</strong> Group estimates <strong>the</strong> number of equity instruments that<br />

will ultimately vest. The Group recognized cost of equity-settled share based payments<br />

amounting to P=1.53 million, P=2.16 million and P=1.00 million in <strong>2009</strong>, 2008 and 2007,<br />

respectively (see Note 18).<br />

4. Fair Value Measurement<br />

The following tables summarize <strong>the</strong> carrying amounts and fair values of <strong>the</strong> Group’s and Parent<br />

Company’s financial assets and financial liabilities:<br />

Consolidated<br />

<strong>2009</strong> 2008<br />

Carrying Value Fair Value Carrying Value Fair Value<br />

Financial Assets<br />

Financial assets at fair value through<br />

profit or loss<br />

Loans and receivables:<br />

P=65,800,288 P=65,800,288 P=– P=–<br />

Cash and cash equivalents<br />

Receivables:<br />

962,813,647 962,813,647 832,637,880 832,637,880<br />

Agents 1,085,228,800 1,085,228,800 712,559,<strong>31</strong>0 712,559,<strong>31</strong>0<br />

Couriers 54,252,087 54,252,087 74,418,358 74,418,358<br />

Minority shareholder - IERCAG 25,014,743 25,014,743 – –<br />

Related parties 18,927,425 18,927,425 119,883,243 119,883,243<br />

Dividend 7,186,578 7,186,578 – –<br />

O<strong>the</strong>rs<br />

O<strong>the</strong>r noncurrent assets:<br />

43,747,994 43,747,994 16,863,509 16,863,509<br />

Refundable deposits 11,299,173 11,299,173 7,601,892 7,601,892<br />

Total<br />

O<strong>the</strong>r Financial Liabilities<br />

Beneficiaries and o<strong>the</strong>r payables<br />

P=2,274,270,735 P=2,274,270,735 P=1,763,964,192 P=1,763,964,192<br />

Beneficiaries P=147,449,679 P=147,449,679 P=115,088,386 P=115,088,386<br />

Agents, couriers and trading clients 86,624,144 86,624,144 77,685,038 77,685,038<br />

Accrued expenses 16,219,826 16,219,826 35,903,494 35,903,494<br />

Dividends payable 3,915,372 3,915,372 – –<br />

Advances from related parties 2,489,351 2,489,351 10,367,597 10,367,597<br />

Payable to suppliers 2,243,487 2,243,487 3,648,632 3,648,632<br />

O<strong>the</strong>rs 6,497,933 6,497,933 8,152,2<strong>31</strong> 8,152,2<strong>31</strong><br />

Interest-bearing loans 930,000,000 930,000,000 580,000,000 580,000,000<br />

Total P=1,195,439,792 P=1,195,439,792 P=830,845,378 P=830,845,378<br />

*SGVMC113951*


- 25 -<br />

Parent Company<br />

<strong>2009</strong> 2008<br />

Carrying Value Fair Value Carrying Value Fair Value<br />

Financial Assets<br />

Loans and receivables<br />

Cash and cash equivalent<br />

Receivables<br />

P=694,662,397 P=694,662,397 P=706,875,556 P=706,875,556<br />

Agents 1,122,923,404 1,122,923,404 706,886,165 706,886,165<br />

Couriers 54,252,087 54,252,087 74,418,358 74,418,358<br />

Related parties 32,043,965 32,043,965 221,442,064 221,442,064<br />

Dividend 23,296,068 23,296,068 – –<br />

Minority shareholder - IERCAG 16,520,681 16,520,681 – –<br />

O<strong>the</strong>rs 43,527,627 43,527,627 16,111,115 16,111,115<br />

Refundable deposits 3,601,557 3,601,557 3,541,152 3,541,152<br />

Total<br />

O<strong>the</strong>r Financial Liabilities<br />

Beneficiaries and o<strong>the</strong>r payables<br />

P=1,990,827,786 P=1,990,827,786 P=1,729,274,410 P=1,729,274,410<br />

Beneficiaries 147,449,679 147,449,679 113,<strong>31</strong>3,646 113,<strong>31</strong>3,646<br />

Agents, couriers and trading clients 46,987,240 46,987,240 62,511,418 62,511,418<br />

Accrued expenses 6,996,450 6,996,450 15,015,751 15,015,751<br />

Dividends payable – – – –<br />

Payable to suppliers 2,243,487 2,243,487 3,648,632 3,648,632<br />

Advances from related parties 501,577 501,577 65,952,329 65,952,329<br />

O<strong>the</strong>rs 7,987,973 7,987,973 16,593,701 16,593,701<br />

Interest-bearing loans 930,000,000 930,000,000 580,000,000 580,000,000<br />

Total P=1,142,166,406 P=1,142,166,406 P=857,035,477 P=857,035,477<br />

The following methods and assumptions were used to estimate <strong>the</strong> fair value of <strong>the</strong> financial<br />

instruments:<br />

Cash and cash equivalents, Receivables, Beneficiaries and o<strong>the</strong>r payables, and Interest-bearing<br />

loans - carrying amounts approximate fair values due to <strong>the</strong> relatively short-term maturities of<br />

<strong>the</strong>se instruments.<br />

Financial assets at fair value through profit or loss - fair values are based on <strong>the</strong> quoted market<br />

prices.<br />

Refundable deposits - carrying amounts are deemed to approximate fair values since <strong>the</strong> fair value<br />

of certain deposits cannot be reasonably and reliably estimated.<br />

Fair Value Hierarchy<br />

The Group uses <strong>the</strong> following hierarchy <strong>for</strong> determining and disclosing <strong>the</strong> fair value of financial<br />

instruments by valuation technique:<br />

Level 1: quoted prices in active markets <strong>for</strong> identical assets or liabilities;<br />

Level 2: inputs o<strong>the</strong>r than quoted prices included in Level 1 that are observable <strong>for</strong> <strong>the</strong> asset or<br />

liability, ei<strong>the</strong>r directly (as prices) or indirectly (derived from prices); and<br />

Level 3: inputs that are not based on observable market data or unobservable inputs.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>, <strong>the</strong> financial instruments carried at fair value only pertain to <strong>the</strong><br />

Group’s financial assets at fair value through profit or loss, which consist of investments in debt<br />

securities. The fair values of <strong>the</strong>se debt securities are based on quoted prices (Level 1). There<br />

were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and<br />

out of Level 3 fair value measurements.<br />

*SGVMC113951*


- 26 -<br />

5. Financial Risk Management Objectives and Policies<br />

The Group’s principal financial instruments mainly comprise of short-term loans from banks. The<br />

main purpose of <strong>the</strong>se financial instruments is to raise funds <strong>for</strong> <strong>the</strong> Group’s fulfillment or delivery<br />

of remittance transactions to beneficiaries. The Group also has various o<strong>the</strong>r financial assets and<br />

liabilities such as cash and cash equivalents, receivables from agents and accounts payable to<br />

beneficiaries, which arise directly from its remittance operations.<br />

The main risks arising from <strong>the</strong> Group’s financial instruments are credit risk, <strong>for</strong>eign currency<br />

risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and approves policies <strong>for</strong><br />

managing each of <strong>the</strong>se risks and <strong>the</strong>se are summarized below:<br />

Credit Risk<br />

The nature of its business exposes <strong>the</strong> Group to potential risk from difficulties in recovering<br />

transaction money from <strong>for</strong>eign partners. Receivables from <strong>for</strong>eign offices and agents arise as a<br />

result of its remittance operations in various regions of <strong>the</strong> globe. In order to address this, <strong>the</strong><br />

Group has maintained <strong>the</strong> following credit policies: (a) implement a contract that incorporates a<br />

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

<strong>the</strong> Group prior to <strong>the</strong>ir delivery to <strong>the</strong> beneficiaries which applies generally to all new agents of<br />

<strong>the</strong> Group and in certain cases to old agents, <strong>the</strong> advance funding equivalent to <strong>the</strong>ir average daily<br />

remittance transactions, to fulfill or deliver <strong>the</strong>ir remittance transactions; (b) all <strong>for</strong>eign offices and<br />

agents must settle <strong>the</strong>ir accounts following <strong>the</strong> next banking day settlement policy, o<strong>the</strong>rwise, <strong>the</strong><br />

fulfillment or delivery of <strong>the</strong>ir remittance transactions will be put on hold; (c) evaluation of<br />

individual potential partners and preferred associates’ creditworthiness, as well as a close look into<br />

<strong>the</strong> o<strong>the</strong>r pertinent aspects of <strong>the</strong>ir partners’ businesses which assures <strong>the</strong> Group of <strong>the</strong> financial<br />

soundness of <strong>the</strong>ir partner firms; and (d) receivable balances are monitored daily by <strong>the</strong> regional<br />

managers with <strong>the</strong> result that <strong>the</strong> Group’s exposure to bad debts is not significant.<br />

The Group and <strong>the</strong> Parent Company’s receivables from agents and courier companies are highly<br />

collectible and have a turnover ranging from 1 to 5 days and 30 to 60 days, respectively. The<br />

o<strong>the</strong>r receivables which include advances to related parties are also highly collectible and are due<br />

in less than one <strong>year</strong>.<br />

The table below shows <strong>the</strong> maximum credit exposure of <strong>the</strong> Group and <strong>the</strong> Parent Company per<br />

account classification as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008 (see Notes 6, 8 and 13):<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Financial assets at fair value<br />

through profit or loss<br />

Loans and receivables:<br />

P=65,800,288 P=– P= – P=–<br />

Cash and cash equivalents*<br />

Receivables:<br />

913,862,163 780,628,699 652,582,294 660,717,625<br />

Agents 1,085,228,800 712,559,<strong>31</strong>0 1,122,923,404 706,886,165<br />

Couriers<br />

Minority shareholder -<br />

54,252,087 74,418,358 54,252,087 74,418,358<br />

IERCAG 25,014,743 – 16,520,681 –<br />

Related parties 18,927,425 119,883,243 32,043,965 221,442,064<br />

Dividend 7,186,578 – 23,296,068 –<br />

O<strong>the</strong>rs<br />

O<strong>the</strong>r noncurrent assets:<br />

43,747,994 16,863,509 43,527,627 16,111,115<br />

Refundable deposits 11,299,173 7,601,892 3,601,557 3,541,152<br />

Total<br />

* excludes cash on hand<br />

P=2,225,<strong>31</strong>9,251 P=1,711,955,011 P=1,948,747,683 P=1,683,116,479<br />

*SGVMC113951*


- 27 -<br />

The table below shows <strong>the</strong> maximum credit exposure of <strong>the</strong> Group and <strong>the</strong> Parent Company per<br />

geographical classification as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008 (see Notes 6, 8 and 13):<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Asia Pacific P=2,035,284,877 P=1,<strong>31</strong>5,158,643 P=1,601,347,252 P=1,299,660,770<br />

Middle East 68,374,702 – 68,374,703 –<br />

North America 61,943,096 255,634,263 206,577,577 228,718,795<br />

Europe 59,716,576 141,162,105 72,448,151 154,736,914<br />

Total P=2,225,<strong>31</strong>9,251 P=1,711,955,011 P=1,948,747,683 P=1,683,116,479<br />

There are no past due receivables as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008. The Group classifies its<br />

receivables as high grade. High grade consists of ratings such as excellent, strong, good, and<br />

satisfactory, wherein <strong>the</strong> borrower has low probability of default and could withstand <strong>the</strong> normal<br />

business cycle. Financial assets at FVPL which are issued by reputable companies are classified<br />

as high grade.<br />

Foreign Currency Risk<br />

It is <strong>the</strong> Group’s policy that all daily <strong>for</strong>eign currencies, which arise as a result of its remittance<br />

transactions, must be traded daily with bank partners only at prevailing <strong>for</strong>eign exchange rates in<br />

<strong>the</strong> market. The daily closing <strong>for</strong>eign exchange rates shall be <strong>the</strong> guiding rate in providing<br />

wholesale rates and retail rates to <strong>for</strong>eign offices and agents, respectively. The trading proceeds<br />

will be used to pay out bank loans and o<strong>the</strong>r obligations of <strong>the</strong> Group.<br />

The tables below summarize <strong>the</strong> Group’s and <strong>the</strong> Parent Company’s exposure to <strong>for</strong>eign exchange<br />

risk. Included in <strong>the</strong> tables are <strong>the</strong> Group and Parent Company’s <strong>for</strong>eign currency-denominated<br />

monetary assets and liabilities and <strong>the</strong>ir PHP equivalent.<br />

Consolidated<br />

<strong>2009</strong><br />

Cash and Cash<br />

PHP<br />

Currency<br />

Equivalents Receivables Payables Total Equivalent<br />

CAD 1,509,579 3,586,537 (242,276) 4,853,840 P=215,137,911<br />

USD 1,218,815 1,<strong>31</strong>1,537 – 2,530,352 116,902,262<br />

HKD 18,003,960 191,812 (762,940) 17,432,832 103,849,481<br />

AUD 961,220 1,775,058 (426,159) 2,<strong>31</strong>0,119 94,717,333<br />

NTD – 51,271,915 – 51,271,915 73,381,893<br />

GBP 116,626 725,619 (17,674) 824,571 60,967,497<br />

EUR 660,755 285,307 (56,025) 890,037 59,134,243<br />

SGD 5,654 1,443,109 – 1,448,763 47,645,815<br />

NZD 124,193 <strong>31</strong>0,706 (15,392) 419,507 13,722,212<br />

MYR – – – – –<br />

Net exposure P=785,458,647<br />

Consolidated<br />

2008<br />

Cash and Cash<br />

PHP<br />

Currency<br />

Equivalents Receivables Payables Total Equivalent<br />

CAD 1,153,730 5,289,296 – 6,443,026 P=251,828,185<br />

SGD 10,000 3,558,476 – 3,568,476 116,883,105<br />

AUD 492,067 2,886,525 (100,446) 3,278,146 105,697,837<br />

GBP 64,391 950,122 (103) 1,014,410 71,150,273<br />

USD 1,171,371 56,119 – 1,227,490 58,330,325<br />

EUR 736,856 255,263 (166,545) 825,574 54,7<strong>31</strong>,566<br />

NTD – 37,130,417 – 37,130,417 53,446,574<br />

HKD 1,122,246 2,264772 – 3,387,018 20,768,647<br />

NZD 204,782 186,453 (10,270) 380,965 10,244,718<br />

MYR 33 – – 33 452<br />

Net exposure P=743,081,682<br />

*SGVMC113951*


- 28 -<br />

Parent Company<br />

<strong>2009</strong> 2008<br />

Cash and Cash<br />

Php Cash and Cash<br />

Equivalents Receivables Total Equivalent Equivalents Receivables Total<br />

PHP<br />

Equivalent<br />

Currency<br />

CAD 20 4,372,293 4,372,<strong>31</strong>3 P=193,803,060 41 5,576,465 5,576,506 P=217,959,912<br />

USD 1,218,815 1,<strong>31</strong>1,537 2,530,352 116,902,262 1,171,371 56,119 1,227,490 58,330,325<br />

AUD 1 1,903,567 1,903,568 78,048,321 3 2,899,532 2,899,535 93,490,215<br />

NTD – 51,271,915 51,271,915 73,381,893 – 37,130,417 37,130,417 53,446,574<br />

GBP 14,752 721,629 736,381 54,446,892 3,366 642,532 645,898 45,302,976<br />

SGD 5,654 1,443,109 1,448,763 47,645,815 10,000 3,558,476 3,568,476 116,883,105<br />

HKD – 1,780,852 1,780,852 10,608,750 – 2,369,507 2,369,507 14,529,434<br />

NZD – 298,940 298,940 9,778,415 – 337,764 337,764 9,082,988<br />

EUR 13,298 203,192 216,490 883,522 10,775 245,382 256,157 16,981,967<br />

MYR – – – – 33 – 33 452<br />

Net exposure P=585,498,930 P=626,007,948<br />

The following tables set <strong>for</strong>th <strong>for</strong> <strong>the</strong> <strong>year</strong> indicated <strong>the</strong> impact of reasonably possible changes in<br />

<strong>the</strong> rates of o<strong>the</strong>r currencies on pretax income.<br />

Change in<br />

Consolidated<br />

<strong>2009</strong><br />

Change in<br />

nominal<br />

nominal<br />

<strong>for</strong>eign currency Effect on <strong>for</strong>eign currency Effect on<br />

Currency<br />

exchange rate pretax income exchange rate pretax income<br />

NTD +1.73 88,700,413 -4.08 (209,189,413)<br />

HKD +0.78 13,597,609 -0.97 (16,909,847)<br />

AUD +3.51 8,108,517 -11.67 (26,959,085)<br />

USD +3.00 7,591,056 -0.33 (835,016)<br />

CAD +1.36 6,600,950 -7.19 (34,897,672)<br />

GBP +7.52 6,200,771 -11.25 (9,276,419)<br />

EUR +4.75 4,227,675 -7.32 (6,515,070)<br />

SGD +1.38 1,999,293 -2.19 (3,172,791)<br />

NZD +1.73 725,748 -4.08 (2,961,052)<br />

MYR – – – –<br />

Change in<br />

Parent Company<br />

<strong>2009</strong><br />

Change in<br />

nominal<br />

nominal<br />

<strong>for</strong>eign currency Effect on <strong>for</strong>eign currency Effect on<br />

Currency<br />

exchange rate pretax income exchange rate pretax income<br />

NTD +1.73 88,700,413 -4.08 (209,189,413)<br />

USD +3.00 7,591,056 -0.33 (835,016)<br />

AUD +3.51 6,681,524 -11.67 (22,214,639)<br />

CAD +1.36 5,946,346 -7.19 (<strong>31</strong>,436,930)<br />

GBP +7.52 5,537,585 -11.25 (8,284,286)<br />

SGD +1.38 1,999,293 -2.19 (3,172,791)<br />

HKD +0.78 1,389,065 -0.97 (1,727,426)<br />

EUR +4.75 1,028,328 -7.32 (1,584,707)<br />

NZD +1.73 517,166 -4.08 (1,219,675)<br />

*SGVMC113951*


Currency<br />

Change in<br />

nominal<br />

<strong>for</strong>eign currency<br />

exchange rate<br />

- 29 -<br />

Consolidated<br />

2008<br />

Change in<br />

nominal<br />

Effect on <strong>for</strong>eign currency<br />

pretax income<br />

exchange rate<br />

Effect on<br />

pretax income<br />

NTD +1.73 64,235,621 -4.08 (151,492,101)<br />

CAD +3.78 24,354,638 -1.89 (12,177,<strong>31</strong>9)<br />

AUD +6.65 21,799,671 -2.75 (9,014,902)<br />

SGD +1.73 6,173,463 -4.08 (14,559,382)<br />

GBP +5.99 6,076,320 -6.14 (6,228,481)<br />

USD +2.48 3,044,175 -2.30 (2,823,227)<br />

HKD +0.78 2,641,874 -0.97 (3,285,408)<br />

EUR +1.73 1,428,243 -4.08 (3,368,343)<br />

NZD +1.73 659,069 -4.08 (1,554,336)<br />

MYR +1.73 57 -4.08 (135)<br />

Change in nominal<br />

Parent Company<br />

2008<br />

Change in nominal<br />

<strong>for</strong>eign currency Effect on <strong>for</strong>eign currency Effect on<br />

Currency<br />

exchange rate pretax income exchange rate pretax income<br />

NTD +1.73 64,235,621 -4.08 (151,492,101)<br />

CAD +3.78 21,079,193 -1.89 (10,539,596)<br />

AUD +6.65 19,281,908 -2.75 (7,973,721)<br />

SGD +1.73 6,173,463 -4.08 (14,559,382)<br />

GBP +5.99 3,868,929 -6.14 (3,965,814)<br />

USD +2.48 3,044,175 -2.30 (2,823,227)<br />

HKD +0.78 1,848,215 -0.97 (2,298,422)<br />

NZD +1.73 584,332 -4.08 (1,378,077)<br />

EUR +1.73 443,152 -4.08 (1,045,121)<br />

MYR +1.73 57 -4.08 (135)<br />

There is no o<strong>the</strong>r impact on <strong>the</strong> Group’s and <strong>the</strong> Parent Company’s equity o<strong>the</strong>r than those already<br />

affecting <strong>the</strong> profit or loss.<br />

Cash Flow Interest Rate Risk<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> Group’s exposure to cash flow interest rate risk is<br />

minimal. The Group’s policy is to manage its interest cost by entering only into fixed rate shortterm<br />

loans from banks.<br />

Fair Value Interest Rate Risk<br />

Fair value interest rate risk is <strong>the</strong> risk that <strong>the</strong> fair value of a financial instrument will fluctuate due<br />

to changes in market interest rates. The Group accounts <strong>for</strong> its debt investments at fair value.<br />

Thus, changes in <strong>the</strong> benchmark interest rate will cause changes in <strong>the</strong> fair value of quoted debt<br />

instruments.<br />

The following table demonstrates <strong>the</strong> sensitivity to a reasonably possible change in interest rates,<br />

with all o<strong>the</strong>r variables held constant, of <strong>the</strong> Group’s profit be<strong>for</strong>e tax as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>.<br />

There is no impact on <strong>the</strong> Group’s equity o<strong>the</strong>r than those already affecting <strong>the</strong> profit or loss.<br />

Consolidated<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong><br />

Increase in<br />

basis points<br />

Sensitivity of<br />

trading gains<br />

Currency PHP +50 (3,403,557)<br />

Currency PHP -50 3,963,733<br />

*SGVMC113951*


- 30 -<br />

The Group has no investments in debt securities in prior periods.<br />

Liquidity Risk<br />

The Group’s objective is to maintain a balance between continuity of funding and flexibility<br />

through <strong>the</strong> use of short-term debts. In addition, <strong>the</strong> Group maintains credit facilities with local<br />

banks. As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> Parent Company has unused credit facilities<br />

amounting to P=600.00 million and P=920.00 million, respectively (see Note 15).<br />

The tables below summarize <strong>the</strong> maturity profile of <strong>the</strong> Group’s and <strong>the</strong> Parent Company’s<br />

financial assets held <strong>for</strong> liquidity purposes and financial liabilities based on undiscounted<br />

contractual payments.<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong><br />

Consolidated<br />

Less than 5 days 5 to 30 days 30 to 60 days Total<br />

Financial assets<br />

Cash and cash equivalents<br />

Financial assets at fair value<br />

P=912,511,491 P=50,326,462 P=– P=962,837,953<br />

through profit or loss – – 65,800,288 65,800,288<br />

Receivables from agents 1,085,228,800 – – 1,085,228,800<br />

Financial liabilities<br />

Beneficiaries and o<strong>the</strong>r payables<br />

P=1,997,740,291 P=50,326,462 P=65,800,288 P=2,113,867,041<br />

Beneficiaries<br />

Agents, couriers and trading<br />

P=147,449,679 P=– P=– P=147,449,679<br />

clients 86,624,144 – – 86,624,144<br />

Accrued expenses – – 16,219,826 16,219,826<br />

Dividends payable – – 3,915,372 3,915,372<br />

Advances to related parties – – 2,489,351 2,489,351<br />

Payable to suppliers – – 2,243,487 2,243,487<br />

O<strong>the</strong>rs – – 6,497,933 6,497,933<br />

Interest-bearing loans – 833,145,972 150,979,514 984,125,486<br />

P=234,073,823 P=833,145,972 P=182,345,483 P=1,249,565,278<br />

<strong>December</strong> <strong>31</strong>, 2008<br />

Consolidated<br />

Less than 5 days 5 to 30 days 30 to 60 days Total<br />

Financial assets<br />

Cash and cash equivalents P=832,637,880 P=– P=– P=832,637,880<br />

Receivable from agents 712,559,<strong>31</strong>0 – – 712,559,<strong>31</strong>0<br />

Financial liabilities<br />

Beneficiaries and o<strong>the</strong>r payables<br />

P=1,545,197,190 P=– P=– P=1,545,197,190<br />

Beneficiaries<br />

Agents, couriers and trading<br />

P=115,088,386 P=– P=– P=115,088,386<br />

clients 77,685,038 – – 77,685,038<br />

Accrued expenses<br />

Advances from related<br />

– – 35,903,494 35,903,494<br />

parties – – 10,367,597 10,367,597<br />

Payable to suppliers – – 3,648,632 3,648,632<br />

O<strong>the</strong>rs – – 8,152,2<strong>31</strong> 8,152,2<strong>31</strong><br />

Interest-bearing loans – 291,099,236 293,462,014 584,561,250<br />

P=192,773,424 P=291,099,236 P=351,533,968 P=835,406,628<br />

*SGVMC113951*


- <strong>31</strong> -<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong><br />

Parent Company<br />

Less than 5 days 5 to 30 days 30 to 60 days Total<br />

Financial assets<br />

Cash and cash equivalents P=644,360,241 P=50,326,462 P=– P=694,686,703<br />

Receivables from agents 1,122,923,404 – – 1,122,923,404<br />

Financial liabilities<br />

Beneficiaries and o<strong>the</strong>r payables<br />

P=1,767,283,645 P=50,326,462 P=– P=1,817,610,107<br />

Beneficiaries<br />

Agents, couriers and trading<br />

P=147,449,679 P=– P=– P=147,449,679<br />

clients 46,987,240 – – 46,987,240<br />

Accrued expenses – – 6,996,450 6,996,450<br />

Advances to related parties – – 501,577 501,577<br />

Payable to suppliers – – 2,243,487 2,243,487<br />

O<strong>the</strong>rs – – 7,987,973 7,987,973<br />

Interest-bearing loans – 833,145,972 150,979,514 984,125,486<br />

P=194,436,919 P=833,145,972 P=168,709,001 P=1,196,291,892<br />

<strong>December</strong> <strong>31</strong>, 2008<br />

Parent Company<br />

Less than 5 days 5 to 30 days 30 to 60 days Total<br />

Financial assets<br />

Cash and cash equivalents P=706,875,556 P=– P=– P=706,875,556<br />

Receivable from agents 706,886,165 – – 706,886,165<br />

Financial liabilities<br />

Beneficiaries and o<strong>the</strong>r payables<br />

P=1,413,761,721 P=– P=– P=1,413,761,721<br />

Beneficiaries<br />

Agents, couriers and trading<br />

P=113,<strong>31</strong>3,646 P=– P=– P=113,<strong>31</strong>3,646<br />

clients 62,511,418 – – 62,511,418<br />

Accrued expenses<br />

Advances from related<br />

– – 15,015,751 15,015,751<br />

parties – – 65,952,329 65,952,329<br />

Payable to suppliers – – 3,648,632 3,648,632<br />

O<strong>the</strong>rs – – 16,593,701 16,593,701<br />

Interest-bearing loans – 291,099,236 293,462,014 584,561,250<br />

P=175,825,064 P=291,099,236 P=394,672,427 P=861,596,727<br />

6. Cash and Cash Equivalents<br />

This account consists of:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Cash on hand P=48,951,484 P=52,009,181 P=42,080,103 P=46,157,9<strong>31</strong><br />

Cash in banks (Note 24) 863,560,007 780,628,699 602,280,138 660,717,625<br />

Short-term deposits 50,302,156 – 50,302,156 –<br />

P=962,813,647 P=832,637,880 P=694,662,397 P=706,875,556<br />

Cash in banks earns interest at <strong>the</strong> respective bank deposit rates. Short-term deposits are made <strong>for</strong><br />

varying periods of up to three months and earn interest at <strong>the</strong> respective short-term deposit rates.<br />

In <strong>2009</strong> and 2008, interest income included in ‘O<strong>the</strong>r income’ amounted to P=7.90 million and<br />

P=7.21 million, respectively, <strong>for</strong> <strong>the</strong> Group and P=7.67 million and P=5.26 million, respectively, <strong>for</strong><br />

<strong>the</strong> Parent Company.<br />

*SGVMC113951*


- 32 -<br />

The Group’s and <strong>the</strong> Parent Company’s cash and cash equivalents denominated in <strong>for</strong>eign<br />

currency with Philippine peso (PHP) equivalent are as follows:<br />

Consolidated<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong> <strong>December</strong> <strong>31</strong>, 2008<br />

Amount PHP equivalent Amount PHP equivalent<br />

HKD 18,003,960 P=107,251,755 1,122,246 P=6,881,430<br />

CAD 1,509,579 66,912,202 1,153,730 45,093,987<br />

USD 1,218,815 56,309,253 1,171,371 55,663,550<br />

AUD 961,220 39,411,037 492,067 15,865,803<br />

EUR 660,755 43,900,727 736,856 48,849,961<br />

NZD 124,193 4,062,391 204,782 5,506,893<br />

GBP 116,626 8,623,157 64,391 4,516,370<br />

SGD 5,654 185,944 10,000 327,543<br />

MYR – – 33 452<br />

P=326,656,466 P=182,705,989<br />

Parent Company<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong> <strong>December</strong> <strong>31</strong>, 2008<br />

Amount PHP equivalent Amount PHP equivalent<br />

USD 1,218,815 P=56,309,253 1,171,371 P=55,663,550<br />

GBP 14,572 1,090,740 3,366 236,090<br />

EUR 13,298 883,522 10,775 714,330<br />

SGD 5,654 185,924 10,000 327,543<br />

CAD 20 887 41 1,603<br />

AUD 1 54 3 97<br />

MYR – – 33 452<br />

P=58,470,380 P=56,943,665<br />

Cash in banks earn interest rates ranging as follows:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

PHP 0.50% 0.50% 1.00% 1.00% 1.00% 1.00%<br />

to 2.00% to 2.00% to 2.00% to 2.00% to 2.00% to 2.00%<br />

Foreign Currency<br />

0.40% 0.40% 1.00% 1.00% 1.00% 1.00%<br />

Denominated<br />

to 2.00% to 2.00% to 4.00% to 2.00% to 2.00% to 2.00%<br />

7. Financial Assets at Fair Value Through Profit or Loss<br />

Financial assets at FVPL consist of investments in private debt securities (listed overseas) held <strong>for</strong><br />

trading with an aggregate face value of US $1.57 million. As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>, this includes<br />

net unrealized gain of P=0.14 million. Both realized and unrealized gains and losses on financial<br />

assets at FVPL are included in ‘Net trading gains’ in <strong>the</strong> statements of income . Interest income<br />

earned in <strong>2009</strong> amounts to P=7.28 million, which is included in ‘O<strong>the</strong>r income’ in <strong>the</strong> statements of<br />

income (see Note 22).<br />

*SGVMC113951*


8. Receivables<br />

This account consists of receivables from:<br />

- 33 -<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Agents P=1,085,228,800 P712,559,<strong>31</strong>0 P= 1,122,923,404 P 706,886,165<br />

Couriers 54,252,087 74,418,358 54,252,087 74,418,358<br />

Minority shareholder – IERCAG<br />

(Note 10) 25,014,743 – 16,520,681 –<br />

Related parties (Note 24) 18,927,425 119,883,243 32,043,965 221,442,064<br />

Bureau of Internal Revenue (BIR) 13,160,535 13,160,535 13,160,535 13,160,535<br />

Dividend 7,186,578 – 23,296,068 –<br />

O<strong>the</strong>rs 43,747,994 16,863,509 43,527,627 16,111,115<br />

P=1,247,518,162 P 936,884,955 P=1,305,724,367 P=1,032,018,237<br />

Receivables from agents pertain to <strong>the</strong> advances made to fund <strong>the</strong> remittance transactions to<br />

beneficiaries and are being settled within 1 to 5 days.<br />

Receivables from couriers pertain to <strong>the</strong> advances made to <strong>the</strong> courier companies to ease up <strong>the</strong><br />

door-to-door delivery of <strong>the</strong> remittances to <strong>the</strong> beneficiaries and are being liquidated within 30 to<br />

60 days.<br />

Receivable from <strong>the</strong> BIR pertains to <strong>the</strong> excess payments made <strong>for</strong> <strong>the</strong> Initial Public Offering<br />

(IPO) percentage tax amounting to P=13.16 million which had been outstanding since 2007.<br />

‘O<strong>the</strong>rs’ include advances to employees, contractors and trading clients <strong>for</strong> <strong>for</strong>eign exchange<br />

transactions. These outstanding receivables are due ei<strong>the</strong>r on demand or within one <strong>year</strong>.<br />

9. O<strong>the</strong>r Current Assets<br />

This account consists of:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Prepaid expenses P=10,376,432 P=10,092,465 P=3,929,033 P=5,286,805<br />

Visa cards inventory 9,308,037 8,277,444 9,308,037 8,277,444<br />

Office supplies 443,118 540,715 443,118 540,715<br />

Deferred input VAT 375,043 764,680 375,043 399,536<br />

Miscellaneous 1,811,793 601,952 – 601,952<br />

P=22,<strong>31</strong>4,423 P=20,277,256 P=14,055,2<strong>31</strong> P=15,106,452<br />

Prepaid expenses include prepayments <strong>for</strong> interest, rent, association dues, and advertisements.<br />

‘Miscellaneous’ mainly includes refundable deposits, which are due within one <strong>year</strong>.<br />

*SGVMC113951*


10. Investments in Subsidiaries and Associates<br />

- 34 -<br />

The Group and <strong>the</strong> Parent Company’s investments in subsidiaries and associates consist of <strong>the</strong><br />

following:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Acquisition cost:<br />

Subsidiaries:<br />

IERCAG P=– P=– P=78,200,341 P=3,554,754<br />

IGRL – – 71,200,000 71,200,000<br />

LSML – – 42,554,665 42,554,665<br />

IRCL – – 13,444,000 13,444,000<br />

WEPL – – 9,033,072 9,033,072<br />

IAPL – – 8,552,000 8,552,000<br />

PSAGL – – 5,958,800 5,958,800<br />

INZL<br />

Associates:<br />

– – 32,400 32,400<br />

ISPL 12,600,000 12,600,000 12,600,000 12,600,000<br />

HKHCL 3,573,974 – 3,573,974 –<br />

Accumulated equity in net<br />

income of ISPL and HKHCL<br />

16,173,974 12,600,000 245,149,252 166,929,691<br />

Beginning balance<br />

Equity in net earnings during<br />

11,099,925 2,226,752 – –<br />

<strong>the</strong> <strong>year</strong> 6,146,792 8,873,173 – –<br />

Dividends (14,396,529) – – –<br />

Ending balance 2,850,188 11,099,925 – –<br />

P=19,024,162 P=23,699,925 P=245,149,252 P=166,929,691<br />

Establishment of subsidiaries<br />

IERCAG, INZL and PSAGL<br />

The financial statements of IERCAG were consolidated with <strong>the</strong> financial statements of <strong>the</strong> Parent<br />

Company, representing 2.33% and 3.00% of <strong>the</strong> consolidated assets of <strong>the</strong> Group as of<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, respectively.<br />

The Parent Company’s BOD approved IERCAG’s incorporation on July 8, 2005 as a stock<br />

corporation to be organized and registered in Austria. Accordingly, <strong>the</strong> Parent Company made an<br />

investment of P=3.55 million on July 18, 2005.<br />

On <strong>December</strong> 21, <strong>2009</strong>, <strong>the</strong> shareholders of IERCAG made a non-refundable shareholders’<br />

contribution amounting to P=99.66 million (equivalent to EUR 1.50 million) to <strong>the</strong> entity to<br />

streng<strong>the</strong>n its equity. The additional investments were taken from <strong>the</strong> outstanding receivables of<br />

<strong>the</strong> Parent Company from IERCAG amounting to P=91.16 and were recognized by <strong>the</strong> latter as<br />

capital reserves to wipe out its accumulated deficit amounting to P=52.41 million (equivalent to<br />

GBP 0.56 million). As a result of <strong>the</strong> application of receivables, <strong>the</strong> Parent Company recognized a<br />

receivable amounting to 16.52 million from <strong>the</strong> minority shareholder. The remaining<br />

P=8.50 million was recognized as a receivable from <strong>the</strong> minority shareholder in <strong>the</strong> separate<br />

financial statements of IERCAG. The existing ownership ratio of 74.90% and 25.10% was<br />

maintained after <strong>the</strong> additional contribution was made.<br />

INZL, a subsidiary, started commercial operations on February 13, 2008 and was included in <strong>the</strong><br />

consolidated financial statements of <strong>the</strong> Group at that date. The Parent Company’s BOD approved<br />

its incorporation on August 17, 2007 as a stock corporation to be organized and registered in New<br />

Zealand. Accordingly, <strong>the</strong> Parent Company made an investment of NZD 1,000 (equivalent to<br />

P=32,400).<br />

*SGVMC113951*


- 35 -<br />

On November 28, 2008, <strong>the</strong> Parent Company’s BOD ratified <strong>the</strong> acquisition of 100.00%<br />

ownership interest in PSAGL <strong>for</strong> a consideration of P=5.96 million. PSAGL is based in Hong<br />

Kong and was incorporated on April 28, 2008 to engage in <strong>for</strong>eign currencies trading services.<br />

The acquisition of PSAGL did not result to any goodwill because <strong>the</strong> acquisition cost is<br />

approximately equal to <strong>the</strong> fair value of its identifiable net assets at <strong>the</strong> date of purchase.<br />

Acquisition of subsidiaries<br />

IGRL, IAPL and WEPL<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 100.00% ownership<br />

interest in both IGRL and IAPL <strong>for</strong> a 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 <strong>the</strong> remittance business, have <strong>the</strong> same operations as <strong>the</strong> Parent<br />

Company. Accordingly, on June 29, 2007, <strong>the</strong> Parent Company acquired 100.00% ownership<br />

interest in IGRL and IAPL through <strong>the</strong> execution of deeds of assignment by <strong>the</strong> previous<br />

stockholders (who are also <strong>the</strong> stockholders of <strong>the</strong> Parent Company) of <strong>the</strong> two entities. Under <strong>the</strong><br />

deeds of assignment, <strong>the</strong> existing advances by <strong>the</strong> Parent Company to certain stockholders were<br />

applied as payment <strong>for</strong> <strong>the</strong> purchase of IGRL and IAPL.<br />

Also, on June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 20.00% ownership<br />

interest in WEPL <strong>for</strong> a consideration of P=5.60 million. WEPL was incorporated and is based in<br />

Australia, and has <strong>the</strong> same operations as <strong>the</strong> Parent Company. Accordingly, on June 29, 2007,<br />

<strong>the</strong> Parent Company acquired 20.00% ownership interest in WEPL through <strong>the</strong> execution of a<br />

deed of assignment by <strong>the</strong> previous stockholders (who are also stockholders of <strong>the</strong> Parent<br />

Company) of <strong>the</strong> entity. Under <strong>the</strong> deed of assignment, <strong>the</strong> existing advances of <strong>the</strong> Parent<br />

Company to certain stockholders were applied as payment <strong>for</strong> <strong>the</strong> purchase of WEPL. On<br />

September 4, 2007, an additional 15.00% ownership interest in WEPL was acquired by <strong>the</strong> Parent<br />

Company <strong>for</strong> a consideration of P=3.43 million.<br />

As discussed in Note 1, WEPL is effectively 65.00% owned by <strong>the</strong> Parent Company through its<br />

direct interest of 35.00% and indirect interest of 30.00% through IAPL. Accordingly, <strong>the</strong> financial<br />

statements of WEPL have been included in <strong>the</strong> consolidated financial statements.<br />

The following is a summary of <strong>the</strong> fair values of <strong>the</strong> assets acquired and liabilities assumed (which<br />

approximate <strong>the</strong>ir respective carrying amounts) as of <strong>the</strong> date of <strong>the</strong> acquisition:<br />

IGRL IAPL WEPL Total<br />

(In thousands)<br />

Cash on hand and in banks P=19,332 P=17,011 P=21,486 P=57,829<br />

Receivables 25,827 – 2,174 28,001<br />

Investments – 1,993 – 1,993<br />

Property and equipment 2,049 – 379 2,428<br />

O<strong>the</strong>r noncurrent assets 3,814 – – 3,814<br />

51,022 19,004 24,039 94,065<br />

Accounts payable 29,890 15,910 9,720 55,520<br />

Due to related parties 19,915 1,956 – 21,871<br />

O<strong>the</strong>r liabilities – 265 4,469 4,734<br />

49,805 18,1<strong>31</strong> 14,189 82,125<br />

Net assets 1,217 873 9,850 11,940<br />

Ownership interest acquired 100% 100% 35%<br />

Net assets acquired 1,217 873 3,448 5,538<br />

Goodwill (Note 12) 69,983 7,679 5,585 83,247<br />

Consideration, satisfied by application of<br />

advances to stockholders 71,200 8,552 5,600 85,352<br />

Cash consideration – – 3,433 3,433<br />

Total considerations P=71,200 P=8,552 P=9,033 P=88,785<br />

*SGVMC113951*


- 36 -<br />

Net cash flow from <strong>the</strong> acquisition of subsidiaries amounted to P=54.40 million, which represents<br />

cash acquired from <strong>the</strong> subsidiaries amounting to P=57.83 million and cash outlay amounting to<br />

P=3.43 million.<br />

Acquisition of associates<br />

HKHCL<br />

On January 16, <strong>2009</strong>, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 49.00% ownership<br />

interest in HKHCL, <strong>for</strong> a consideration of P=3.57 million (equivalent to NTD 2.45 million).<br />

HKHCL is a remittance business based in Taiwan. Accordingly, on July 1, <strong>2009</strong> (acquisition<br />

date), <strong>the</strong> Parent Company remitted <strong>the</strong> cash payment to <strong>the</strong> existing stockholders of HKHCL.<br />

The fair value of <strong>the</strong> net assets of HKHCL at acquisition date is P=1.93 million and <strong>the</strong> fair value of<br />

<strong>the</strong> 49.00% ownership interest acquired is P=0.95 million. The difference of P=2.62 million between<br />

<strong>the</strong> consideration paid and <strong>the</strong> fair value of <strong>the</strong> interest acquired in HKHCL was recognized as part<br />

of <strong>the</strong> Parent Company’s investment in HKHCL.<br />

ISPL<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 49.00% ownership<br />

interest in ISPL <strong>for</strong> a consideration of P=12.60 million. ISPL is based in Singapore. ISPL, which is<br />

in <strong>the</strong> remittance business, has <strong>the</strong> same operations as <strong>the</strong> Parent Company. Accordingly on<br />

June 29, 2007, <strong>the</strong> Parent Company acquired 49.00% ownership interest in ISPL through <strong>the</strong><br />

execution of a deed of assignment by <strong>the</strong> previous stockholders (who are also stockholders of <strong>the</strong><br />

Parent Company) of <strong>the</strong> two entities.<br />

The fair value of <strong>the</strong> net assets of ISPL at acquisition date was P=9.35 million and <strong>the</strong> fair value of<br />

<strong>the</strong> 49.00% ownership interest acquired was P=4.58 million. The difference of P=8.02 million<br />

between <strong>the</strong> consideration paid and <strong>the</strong> fair value of <strong>the</strong> interest acquired in ISPL was recognized<br />

as part of <strong>the</strong> Parent Company’s investment in ISPL.<br />

The Monetary Authority of Singapore has yet to approve <strong>the</strong> sale of 49.00% equity interest in<br />

ISPL to <strong>the</strong> Parent Company. Management and its legal counsel believe that <strong>the</strong> Parent<br />

Company’s application <strong>for</strong> approval will merit favorable judgment and that any outcome will not<br />

affect <strong>the</strong> Parent Company’s purchase of 49.00% interest in ISPL.<br />

Minority interest in LSML and IRCL<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 49.00% ownership<br />

interest in LSML and 5.00% ownership interest in IRCL from <strong>the</strong>ir respective minority<br />

stockholders <strong>for</strong> a consideration of P=24.70 million and P=3.10 million, respectively, taking its<br />

ownership in both entities to 100%. Accordingly on June 29, 2007, <strong>the</strong> respective LSML minority<br />

stockholder (who is also a stockholder of <strong>the</strong> Parent Company) and IRCL minority stockholder<br />

executed deeds of assignment to transfer <strong>the</strong>ir respective ownership interest to <strong>the</strong> Parent<br />

Company. Under <strong>the</strong> deeds of assignment, <strong>the</strong> existing advances by <strong>the</strong> Parent Company to<br />

certain stockholders were applied as payment <strong>for</strong> <strong>the</strong> purchase of LSML and IRCL. The fair value<br />

of <strong>the</strong> net assets of LSML and IRCL at acquisition date was P=8.23 million and P=11.50 million,<br />

respectively and <strong>the</strong> fair value of <strong>the</strong> additional interest acquired was P=4.03 million and<br />

P=0.57 million, respectively. The difference of P=20.67 million and P=2.53 million between <strong>the</strong><br />

consideration paid and <strong>the</strong> minority interest acquired in LSML and IRCL, respectively, was<br />

recognized as goodwill (see Note 12).<br />

*SGVMC113951*


- 37 -<br />

The following tables present <strong>the</strong> summarized financial in<strong>for</strong>mation of subsidiaries and associates<br />

as of and <strong>for</strong> <strong>the</strong> <strong>year</strong>s <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008:<br />

<strong>2009</strong><br />

Balance Sheets Statements of Income<br />

Total<br />

Net Income<br />

Total Assets Liabilities Revenue<br />

(In thousands)<br />

Gross Income (Loss)<br />

Subsidiaries:<br />

PAGL P=156,824 P=19,388 P=55,647 P=55,480 P=86,354<br />

IRCL 81,580 60,602 112,284 99,665 6,725<br />

IERCAG 57,672 7,355 10,750 9,146 (17,022)<br />

IAPL 28,877 25,058 590 244 3,719<br />

WEPL 27,696 23,595 33,940 32,627 2,975<br />

LSML 21,719 17,771 21,404 21,392 2,236<br />

IGRL 16,217 14,018 62,353 46,910 1,003<br />

INZL 13,113 17,987 8,243 7,580 (2,654)<br />

Associates:<br />

403,698 185,774 305,211 273,044 83,336<br />

ISPL 74,159 42,914 38,046 37,708 13,027<br />

HKHCL <strong>31</strong>,970 30,572 21,096 14,295 (966)<br />

P=509,827 P=259,260 P=364,353 P=325,047 P=95,397<br />

2008<br />

Balance Sheets Statements of Income<br />

Net Income<br />

(Loss)<br />

Total Assets Total Liabilities Revenue<br />

(In thousands)<br />

Gross Income<br />

Subsidiaries:<br />

PAGL P=65,701 P=9,980 P=59,844 P=59,8<strong>31</strong> P=49,876<br />

IERCAG 53,027 85,290 7,387 6,752 (18,1<strong>31</strong>)<br />

IRCL 52,919 33,039 97,095 85,768 9,842<br />

IGRL 32,970 <strong>31</strong>,812 63,000 42,241 67<br />

WEPL 24,653 14,407 36,169 34,976 10,693<br />

LSML 9,348 3,825 20,951 20,939 3,134<br />

INZL 8,118 9,780 1,182 1,082 (1,721)<br />

IAPL 5,797 2,179 644 354 3,247<br />

Associate:<br />

252,533 190,<strong>31</strong>2 286,272 251,943 57,007<br />

ISPL 4,206 3,652 44,701 43,682 17,214<br />

P=256,739 P=193,964 P=330,973 P=295,625 P=74,221<br />

*SGVMC113951*


11. Property and Equipment<br />

- 38 -<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 />

<strong>2009</strong><br />

Consolidated<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of <strong>year</strong> P=34,525,351 P=6,455,478 P=9,479,976 P=20,007,390 P=70,468,195<br />

Additions 3,301,124 18,172 9,088 6,055,032 9,383,416<br />

Disposals – (415,002) – – (415,002)<br />

Exchange adjustments 710,270 25,860 (34,382) 1,023,659 1,725,407<br />

Balance at <strong>the</strong> end of <strong>the</strong> <strong>year</strong> 38,536,745 6,084,508 9,454,682 27,086,081 81,162,016<br />

Accumulated Depreciation and<br />

Amortization<br />

Balance at <strong>the</strong> beginning of <strong>the</strong> <strong>year</strong> 21,332,936 1,236,855 4,079,445 12,945,358 39,594,594<br />

Depreciation and amortization 5,866,750 1,160,534 1,667,444 3,859,803 12,554,5<strong>31</strong><br />

Exchange adjustments 732,788 25,209 (355,167) 789,929 1,192,759<br />

Balance at <strong>the</strong> end of <strong>the</strong> <strong>year</strong> 27,932,474 2,422,598 5,391,722 17,595,090 53,341,884<br />

Net Book Value at End of Year P=10,604,271 P=3,661,910 P=4,062,960 P=9,490,991 P=27,820,132<br />

Office and<br />

Communication<br />

Equipment<br />

Transportation<br />

and Delivery<br />

Equipment<br />

2008<br />

Consolidated<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of <strong>year</strong> P=25,536,540 P=3,428,323 P=4,886,733 P=17,015,596 P=50,867,192<br />

Additions 9,635,877 5,138,517 4,796,594 3,085,260 22,656,248<br />

Disposals – (2,111,362) – – (2,111,362)<br />

Exchange adjustment (647,066) – (203,351) (93,466) (943,883)<br />

Balance at end of <strong>year</strong> 34,525,351 6,455,478 9,479,976 20,007,390 70,468,195<br />

Accumulated Depreciation and<br />

Amortization<br />

Balance at beginning of <strong>year</strong> 16,083,892 2,461,263 2,804,793 10,459,574 <strong>31</strong>,809,522<br />

Depreciation and amortization 5,440,737 886,965 1,276,921 2,506,728 10,111,351<br />

Disposals – (2,111,362) – – (2,111,362)<br />

Exchange adjustment (191,693) (11) (2,269) (20,944) (214,917)<br />

Balance at end of <strong>year</strong> 21,332,936 1,236,855 4,079,445 12,945,358 39,594,594<br />

Net Book Value at End of Year P=13,192,415 P=5,218,623 P=5,400,5<strong>31</strong> P=7,062,032 P=30,873,601<br />

Office and<br />

Communication<br />

Equipment<br />

Transportation<br />

and Delivery<br />

Equipment<br />

<strong>2009</strong><br />

Parent Company<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of <strong>year</strong> P=21,070,345 P=6,335,961 P=3,683,857 P= 11,410,992 P=42,501,155<br />

Additions 1,553,412 – 9,088 351,851 1,914,351<br />

Disposals – (415,002) – – (415,002)<br />

Balance at end of <strong>year</strong> 22,623,757 5,920,959 3,692,945 11,762,843 44,000,504<br />

Accumulated Depreciation and<br />

Amortization<br />

Balance at beginning of <strong>year</strong> 13,967,073 1,222,924 2,155,720 7,944,365 25,290,082<br />

Depreciation and amortization 4,099,718 1,127,708 438,408 1,282,801 6,948,635<br />

Balance at end of <strong>year</strong> 18,066,791 2,350,632 2,594,128 9,227,166 32,238,717<br />

Net Book Value at End of Year P=4,556,966 P=3,570,327 P= 1,098,817 P= 2,535,677 P=11,761,787<br />

*SGVMC113951*


Office and<br />

Communication<br />

Equipment<br />

- 39 -<br />

Transportation<br />

and Delivery<br />

Equipment<br />

2008<br />

Parent Company<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of <strong>year</strong> P=15,775,911 P=3,428,323 P=2,932,080 P=10,830,081 P=32,966,395<br />

Additions 5,294,434 5,019,000 751,777 580,911 11,646,122<br />

Disposals – (2,111,362) – – (2,111,362)<br />

Balance at end of <strong>year</strong> 21,070,345 6,335,961 3,683,857 11,410,992 42,501,155<br />

Accumulated Depreciation and<br />

Amortization<br />

Balance at beginning of <strong>year</strong> 10,338,000 2,461,263 1,774,038 6,749,915 21,323,216<br />

Depreciation and amortization 3,629,073 873,023 381,682 1,194,450 6,078,228<br />

Disposals – (2,111,362) – – (2,111,362)<br />

Balance at end of <strong>year</strong> 13,967,073 1,222,924 2,155,720 7,944,365 25,290,082<br />

Net Book Value at End of Year P=7,103,272 P=5,113,037 P=1,528,137 P=3,466,627 P=17,211,073<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> gross amount of <strong>the</strong> fully depreciated property and<br />

equipment still in use <strong>for</strong> <strong>the</strong> Group and <strong>the</strong> Parent Company, amounted to P=18.28 million and<br />

P=15.34 million, respectively.<br />

Details of depreciation and amortization follow:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

Property and equipment P=12,554,5<strong>31</strong> P=10,111,351 P=7,413,<strong>31</strong>5 P=6,948,635 P=6,078,228 P=4,561,496<br />

Software cost (Note 13) 1,665,896 1,482,668 1,326,400 1,665,896 1,482,668 1,326,400<br />

P=14,220,427 P=11,594,019 P=8,739,715 P=8,614,5<strong>31</strong> P=7,560,896 P=5,887,896<br />

12. Goodwill<br />

The Parent Company has goodwill amounting to P=4.98 million from its acquisition of <strong>the</strong> 65.00%<br />

ownership in IRCL. Goodwill aggregating to P=106.46 million relate to <strong>the</strong> excess of <strong>the</strong><br />

acquisition cost over <strong>the</strong> ownership interest acquired by <strong>the</strong> Parent Company in IGRL, IAPL,<br />

IRCL, LSML and WEPL in 2007 (see Note 10).<br />

Movements in goodwill <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>2009</strong> and 2008 follow:<br />

<strong>2009</strong> 2008<br />

Balance at beginning of <strong>year</strong> P=91,517,043 P=111,441,191<br />

Exchange adjustment 6,065,063 (19,924,148)<br />

Balance at end of <strong>year</strong> P=97,582,106 P=91,517,043<br />

Goodwill acquired through business combination has been allocated to five individual CGUs as<br />

follows:<br />

<strong>2009</strong> 2008<br />

IGRL P=55,479,979 P=52,629,417<br />

LSML 20,804,330 21,421,483<br />

IAPL 7,930,154 6,236,043<br />

IRCL 7,525,<strong>31</strong>0 6,635,859<br />

WEPL 5,842,333 4,594,241<br />

Balance at end of <strong>year</strong> P=97,582,106 P=91,517,043<br />

*SGVMC113951*


- 40 -<br />

The recoverable amount of <strong>the</strong> cash generating unit (CGU) has been determined based on a valuein-use<br />

calculation using cash flow projections from financial budgets approved by senior<br />

management covering a five-<strong>year</strong> period. The discount rate applied to cash flow projections<br />

ranges from 7.41% to 9.13% in <strong>2009</strong> and 9.26% in 2008 and cash flows beyond <strong>the</strong> five <strong>year</strong>period<br />

are extrapolated using a steady growth rate of 1% in <strong>2009</strong> and 2008.<br />

The calculation of <strong>the</strong> value-in-use of <strong>the</strong> CGU is most sensitive to <strong>the</strong> following assumptions:<br />

• Growth rate - The <strong>for</strong>ecasted growth rate is based on a very conservative steady growth rate<br />

which does not exceed <strong>the</strong> long term average rate <strong>for</strong> <strong>the</strong> industry.<br />

• Pre-tax discount rates - Discount rates reflect management’s estimate of <strong>the</strong> risks specific to<br />

each CGU. This is <strong>the</strong> benchmark used by management to assess operating per<strong>for</strong>mance.<br />

With regard to <strong>the</strong> assessment of value-in-use of <strong>the</strong> CGU, management believes that no<br />

reasonably possible change in any of <strong>the</strong> above key assumptions would cause <strong>the</strong> carrying value<br />

of <strong>the</strong> goodwill to materially exceed its recoverable amount.<br />

13. Software Cost and O<strong>the</strong>r Noncurrent Assets<br />

Movements in software cost of <strong>the</strong> Group follow:<br />

<strong>2009</strong> 2008<br />

Cost<br />

Balance at beginning of <strong>year</strong> P=9,247,962 P=7,470,995<br />

Additions 2,177,447 1,776,967<br />

Balance at end of <strong>year</strong><br />

Accumulated Amortization<br />

11,425,409 9,247,962<br />

Balance at beginning of <strong>year</strong> 7,054,829 5,572,161<br />

Amortization (Note 11) 1,665,896 1,482,668<br />

Balance at end of <strong>year</strong> 8,720,725 7,054,829<br />

Net Book Value at end of <strong>year</strong> P=2,704,684 P=2,193,133<br />

O<strong>the</strong>r noncurrent assets consist of:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Input VAT P=27,821,193 26,918,912 P=27,821,193 P=26,918,912<br />

Refundable deposits 11,299,173 7,601,892 3,601,557 3,541,152<br />

O<strong>the</strong>rs 1<strong>31</strong>,008 162,844 44,000 44,000<br />

P=39,251,374 P=34,683,648 P=<strong>31</strong>,466,750 P=30,504,064<br />

The Parent Company has applied <strong>for</strong> tax credits on input VAT with <strong>the</strong> BIR and is awaiting <strong>for</strong> <strong>the</strong><br />

issuance of tax credit certificates (TCCs). Management believes that <strong>the</strong> Parent Company will be<br />

able to obtain <strong>the</strong>se TCCs <strong>for</strong> <strong>the</strong> outstanding input VAT.<br />

Refundable deposits pertain to <strong>the</strong> security deposit made by <strong>the</strong> Parent Company and some of its<br />

subsidiaries in relation to rental lease agreement <strong>for</strong> <strong>the</strong> office spaces in <strong>the</strong> Philippines, Hong<br />

Kong, United Kingdom and Canada.<br />

*SGVMC113951*


14. Beneficiaries and O<strong>the</strong>r Payables<br />

This account consists of:<br />

- 41 -<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Beneficiaries P=147,449,679 P=115,088,386 P=147,449,679 P=113,<strong>31</strong>3,646<br />

Agents, couriers and trading clients 86,624,144 77,685,038 46,987,240 62,511,418<br />

Accrued expenses 16,219,826 35,903,494 6,996,450 15,015,751<br />

Dividends payable 3,915,372 – – –<br />

Withholding tax payable 2,492,773 2,576,215 1,109,836 170,409<br />

Advances from related parties (Note 24) 2,489,351 10,367,597 501,577 65,952,329<br />

Payable to suppliers 2,243,487 3,648,632 2,243,487 3,648,632<br />

Payable to government agency 718,374 462,145 472,972 462,145<br />

O<strong>the</strong>rs 6,497,933 8,152,2<strong>31</strong> 7,987,973 16,593,701<br />

P=268,650,939 P=253,883,738 P=213,749,214 P=277,668,0<strong>31</strong><br />

Payable to beneficiaries, agents, couriers and trading clients are noninterest-bearing and are<br />

normally settled within 1 to 30 days.<br />

Accrued expenses include <strong>the</strong> Group’s accrual <strong>for</strong> various operating expenses such as vacation and<br />

sick leave benefits, courier charges, training and development, and professional fees and utilities.<br />

15. Interest-Bearing Loans<br />

This account pertains to <strong>the</strong> Parent Company’s unsecured, short-term interest-bearing pesodenominated<br />

bank loans.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> outstanding loans payable of <strong>the</strong> Parent Company<br />

amounted to P=930.00 million and P=580.00 million, respectively.<br />

In <strong>2009</strong>, 2008 and 2007, <strong>the</strong>se loans bear annual interest rates ranging from 7.00% to 8.00%,<br />

8.75% to 13.00%, and 7.75% to 9.00%, respectively. In <strong>2009</strong>, 2008 and 2007, <strong>the</strong> Parent<br />

Company recognized interest expense of P=48.68 million, P=13.25 million and P=24.33 million,<br />

respectively.<br />

The Parent Company has an unused credit facility amounting to P=600.00 million and<br />

P=920.00 million as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, respectively.<br />

The loans outstanding as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> were subsequently paid on various dates in<br />

January and February 2010.<br />

*SGVMC113951*


16. Equity<br />

- 42 -<br />

Capital Stock<br />

The Parent Company’s capital stock consists of:<br />

<strong>2009</strong> 2008<br />

Number of Shares Amount Number of Shares Amount<br />

Common stock<br />

Authorized - P=1 par value per share<br />

Issued:<br />

1,000,000,000 P=1,000,000,000 1,000,000,000 P=1,000,000,000<br />

Balance at beginning and end of <strong>year</strong> 562,417,000 P=562,417,000 562,417,000 P=562,417,000<br />

Less treasury stock (9,329,000) (40,115,150) (10,006,200) (40,792,350)<br />

Issued and outstanding 553,088,000 P=522,301,850 552,410,800 P=521,624,650<br />

Dividends<br />

On March 23, <strong>2009</strong>, <strong>the</strong> BOD of <strong>the</strong> Parent Company declared cash dividends amounting to<br />

P=26.01 million or P=0.0471 per share, payable to shareholders-of-record as of April 7, <strong>2009</strong>, which<br />

declaration was subsequently ratified and confirmed by <strong>the</strong> Parent Company’ shareholders during<br />

<strong>the</strong>ir annual meeting held on July 17, <strong>2009</strong>. The payment was made on May 6, <strong>2009</strong>.<br />

On April 25, 2008, <strong>the</strong> BOD of <strong>the</strong> Parent Company declared cash dividends amounting to<br />

P=21.99 million or P=0.0391 per share, payable to shareholders-of-record as of May 15, 2008, which<br />

declaration was subsequently ratified and confirmed by <strong>the</strong> Parent Company’ shareholders during<br />

<strong>the</strong>ir annual meeting held on July <strong>31</strong>, 2008. The payment of dividends was made on<br />

June 10, 2008.<br />

The Parent Company’s BOD declared a 10.83% stock dividend worth P=43.00 million to its<br />

shareholders on July 20, 2007, which declaration was subsequently ratified and confirmed by <strong>the</strong><br />

Parent Company’s shareholders during <strong>the</strong>ir annual meeting held on <strong>the</strong> same date. The record<br />

date was August 19, 2007. The stock dividends were distributed to <strong>the</strong> stockholders on August 21,<br />

2007.<br />

Treasury Stock<br />

On August 15, 2008, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> Buy-back Program to acquire up<br />

to ten million (10,000,000) of its shares, representing approximately 1.87% of <strong>the</strong> Parent<br />

Company’s total outstanding common shares, from <strong>the</strong> market. The Parent Company purchased<br />

9,329,000 shares (P=40.15 million) in 2008 under <strong>the</strong> Buy-back Program and same number of<br />

shares is outstanding as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>.<br />

In <strong>2009</strong>, 2008 and 2007, <strong>the</strong> Parent Company purchased 130,900 shares (P=0.13 million),<br />

548,500 shares (P=0.55 million) and 128,700 shares (P=0.13 million), respectively, under <strong>the</strong> SSPP<br />

(see Note 18). The 808,100 shares purchased under <strong>the</strong> SSPP (see Note 18), were subsequently<br />

transferred in September <strong>2009</strong> to <strong>the</strong> retirement fund of <strong>the</strong> Parent Company.<br />

Capital Management<br />

The Group’s capital is composed of its paid-up common stock, additional paid in capital and<br />

retained earnings which amounts to P=1,298.88 million and P=1,183.83 million as of <strong>December</strong> <strong>31</strong>,<br />

<strong>2009</strong> and 2008.<br />

The Group’s capital management activities seek to ensure that it maintains a healthy capital ratio<br />

in order to support its businesses and maximize shareholder value by optimizing <strong>the</strong> level and mix<br />

of its capital resources. Decisions on <strong>the</strong> allocation of capital resources are being per<strong>for</strong>med as part<br />

of <strong>the</strong> strategic planning review.<br />

*SGVMC113951*


- 43 -<br />

The Group manages its capital structure and makes adjustments to it, in light of changes in<br />

economic conditions. To maintain or adjust <strong>the</strong> capital structure, <strong>the</strong> Group may adjust <strong>the</strong><br />

dividend payment to shareholders, return capital to shareholders or issue new shares. No changes<br />

were made in <strong>the</strong> objectives, policies or processes during <strong>the</strong> <strong>year</strong>s <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and<br />

2008.<br />

The Group’s objective is to ensure that <strong>the</strong>re are no known events that may trigger direct or<br />

contingent financial obligation that is material to <strong>the</strong> Company, including default or acceleration<br />

of an obligation.<br />

The Group is not subject to externally imposed capital requirements.<br />

17. Retirement Plan<br />

The Parent Company has a noncontributory defined benefit retirement plan covering substantially<br />

all of its regular employees. Under this retirement plan, all qualified employees are entitled to<br />

cash benefits after satisfying age and service requirements.<br />

Provisions <strong>for</strong> pension obligations are established <strong>for</strong> benefits payable in <strong>the</strong> <strong>for</strong>m of retirement<br />

pensions. Benefits are dependent on <strong>year</strong>s of service and <strong>the</strong> respective employee’s latest monthly<br />

salary.<br />

The Parent Company determined its transitional liability <strong>for</strong> defined benefit retirement plan merely<br />

as <strong>the</strong> present value of <strong>the</strong> obligation since <strong>the</strong> Parent Company had no plan assets at <strong>the</strong> date of<br />

<strong>the</strong> adoption. Transitional liability is amortized prospectively over five (5) <strong>year</strong>s starting on<br />

January 1, 2005.<br />

The latest actuarial valuation report on <strong>the</strong> retirement plan is dated <strong>December</strong> <strong>31</strong>, <strong>2009</strong>.<br />

The principal actuarial assumptions used in determining retirement liability <strong>for</strong> <strong>the</strong> Parent<br />

Company as of January 1, <strong>2009</strong> and 2008 are as follows:<br />

<strong>2009</strong> 2008<br />

Discount rate 15.20% 10.15%<br />

Future salary increases 5.00% 8.00%<br />

Expected return on plan assets 5.00% –<br />

Average remaining working life (in <strong>year</strong>s) <strong>31</strong>.0 30.4<br />

The discount rate used to arrive at <strong>the</strong> present value of <strong>the</strong> obligation as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and<br />

2008 are 11.25% and 15.20%, respectively.<br />

The amounts recognized in <strong>the</strong> balance sheets follow:<br />

<strong>2009</strong> 2008<br />

Present value of obligation P=10,080,516 P=6,574,511<br />

Fair value of plan assets 12,421,022 3,168,050<br />

Funded Status (2,340,506) 3,406,461<br />

Unrecognized amortization:<br />

Actuarial gain 5,972,129 2,259,981<br />

Transitional liability – (252,228)<br />

Retirement liability P=3,6<strong>31</strong>,623 P=5,414,214<br />

*SGVMC113951*


- 44 -<br />

The movements in <strong>the</strong> fair value of plan assets in <strong>2009</strong> and 2008 are as follows:<br />

<strong>2009</strong> 2008<br />

Balance at January 1 P=3,168,050 P=–<br />

Contributions 4,800,000 3,168,050<br />

Actuarial gain 4,452,972 –<br />

Balance at <strong>December</strong> <strong>31</strong> P=12,421,022 P=3,168,050<br />

The actual return on <strong>the</strong> plan assets of <strong>the</strong> Parent Company in <strong>2009</strong> and 2008 amounted to a gain<br />

of P=4.45 million and nil, respectively.<br />

The movements in <strong>the</strong> present value of obligation are as follows:<br />

<strong>2009</strong> 2008<br />

Balance at January 1 P=6,574,511 P=7,770,113<br />

Current service cost 1,819,273 1,988,492<br />

Interest cost 999,326 788,666<br />

Actuarial loss (gain) 687,406 (3,972,760)<br />

Balance at <strong>December</strong> <strong>31</strong> P=10,080,516 P=6,574,511<br />

The amounts of retirement expense included in Salaries, wages and employee benefits in <strong>the</strong><br />

statements of income are as follows:<br />

<strong>2009</strong> 2008 2007<br />

Current service cost P=1,819,273 P=1,988,492 P=1,805,258<br />

Interest cost 999,326 788,666 886,071<br />

Actuarial (gain) losses recognized (53,418) 32,268 224,494<br />

Amortization of transitional liability 252,228 252,227 252,227<br />

P=3,017,409 P=3,061,653 P=3,168,050<br />

The movements in <strong>the</strong> retirement liability recognized in <strong>the</strong> balance sheets are as follows:<br />

<strong>2009</strong> 2008<br />

Balance at January 1 P=5,414,214 P=5,520,611<br />

Retirement expense 3,017,409 3,061,653<br />

Contributions (4,800,000) (3,168,050)<br />

Balance at <strong>December</strong> <strong>31</strong> P=3,6<strong>31</strong>,623 P=5,414,214<br />

Movements in <strong>the</strong> unrecognized actuarial (gains) losses are as follows:<br />

<strong>2009</strong> 2008<br />

Balance at January 1 (P=2,259,981) P=1,745,047<br />

Actuarial gain during <strong>the</strong> <strong>year</strong> (3,765,566) (3,972,760)<br />

Actuarial gain (loss) recognized 53,418 (32,268)<br />

Balance at <strong>December</strong> <strong>31</strong> (P=5,972,129) (P=2,259,981)<br />

*SGVMC113951*


- 45 -<br />

The major categories of plan assets are as follows:<br />

<strong>2009</strong> 2008<br />

Private equity securities* P=5,091,030 P=–<br />

Deposits in banks 4,843,861 3,168,050<br />

Government debt securities 1,764,648 –<br />

Due from BSP 700,000 –<br />

Interest receivable 32,842 –<br />

Trust fee payable (11,359) –<br />

Balance at <strong>December</strong> <strong>31</strong> P=12,421,022 P=3,168,050<br />

*This includes P=0.81 million of <strong>the</strong> Parent Company’s own equity securities bought under SSPP (see Note 18).<br />

The amounts of experience adjustments relating to <strong>the</strong> plan liabilities of <strong>the</strong> Parent Company are<br />

as follows:<br />

<strong>2009</strong> 2008 2007 2006<br />

Present value of obligation P=10,080,516 P=6,574,511 P=7,770,113 P=10,688,426<br />

Fair value of plan assets 12,421,022 3,168,050 – –<br />

Funded status (2,340,506) 3,406,461 7,770,113 10,688,426<br />

Changes in actuarial assumptions 1,070,082 (3,766,<strong>31</strong>2) (9,785,892) 205,718<br />

Experience adjustments on plan<br />

liabilities (382,676) (206,448) 4,176,250 6,424,574<br />

Experience adjustments on plan assets 4,452,972 – – –<br />

The Company expects to contribute P=3.82 million to <strong>the</strong> plan in 2010.<br />

18. Special Stock Purchase Program (SSPP)<br />

On July 20, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> proposal to set up a SSPP totaling<br />

15,000,000 shares <strong>for</strong> <strong>the</strong> employees of <strong>the</strong> Parent Company who have been in <strong>the</strong> service <strong>for</strong> at<br />

least one (1) calendar <strong>year</strong> as of June 30, 2007 as well as BOD, resource persons and consultants<br />

of <strong>the</strong> proponents (collectively referred to as “<strong>the</strong> Participants”) of <strong>the</strong> Parent Company. A<br />

Notice of Exemption under Section 10.2 of <strong>the</strong> Securities Regulations Code had been approved<br />

by <strong>the</strong> SEC on September 13, 2007. Notwithstanding <strong>the</strong> a<strong>for</strong>esaid confirmation by <strong>the</strong> SEC of<br />

<strong>the</strong> exempt status of <strong>the</strong> SSPP shares, <strong>the</strong> SEC none<strong>the</strong>less required <strong>the</strong> Corporation to include <strong>the</strong><br />

SSPP shares among <strong>the</strong> shares of <strong>the</strong> Parent Company which were registered with <strong>the</strong> SEC prior<br />

to <strong>the</strong> conduct of its Initial Public Offering in October 2007. The registration of <strong>the</strong> <strong>the</strong> Parent<br />

Company shares, toge<strong>the</strong>r with <strong>the</strong> SSPP shares, was rendered effective on 5 October 2007.<br />

All 15,000,000 shares were exercised. The shares subject to <strong>the</strong> SSPP were sold at par value or<br />

P=1.00 per share. Total shares amounting to P=11.74 million were paid in full, while <strong>the</strong> difference<br />

totaling P=3.26 million were paid by way of salary loan. Shares acquired through SSPP are subject<br />

to a lock-up period of two (2) <strong>year</strong>s from date of issue, which <strong>ended</strong> on September 19, <strong>2009</strong>.<br />

The sale is fur<strong>the</strong>r subject to <strong>the</strong> condition that should <strong>the</strong> officer or employee resign from <strong>the</strong><br />

Parent Company prior to <strong>the</strong> expiration of <strong>the</strong> lock-up period, <strong>the</strong> shares purchased by such<br />

resigning employee or officer shall be purchased at cost by <strong>the</strong> Parent Company as Treasury stock.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>, twenty two (24) employees resigned (nine (9) in <strong>2009</strong>, thirteen (13) in<br />

2008 and two (2) in 2007) and <strong>the</strong>ir shares totaling 808,100 (130,900 in <strong>2009</strong>, 548,500 in 2008<br />

and 128,700 in 2007) were bought back by <strong>the</strong> Parent Company.<br />

*SGVMC113951*


- 46 -<br />

As approved by <strong>the</strong> Parent Company’s BOD, <strong>the</strong> fair value of <strong>the</strong> shares issued under <strong>the</strong> SSPP<br />

was measured at <strong>the</strong> grant date using <strong>the</strong> price-earnings multiple model taking into account <strong>the</strong><br />

terms and conditions upon which <strong>the</strong> shares were granted. The fair value at grant date was<br />

P=1.33 per share. This transaction also resulted in an increase in equity by P=1.53 million,<br />

P=2.16 million and P=1.00 million recognized as ‘Share-based payment’ under equity in <strong>2009</strong>, 2008<br />

and 2007, respectively.<br />

On September 19, <strong>2009</strong>, which is <strong>the</strong> end of <strong>the</strong> lock up period, <strong>the</strong> 808,100 shares bought back at<br />

cost was transferred to <strong>the</strong> Parent Company’s retirement fund upon reimbursement of <strong>the</strong><br />

P=0.81 million paid by <strong>the</strong> Parent Company <strong>for</strong> those shares (see Note 17).<br />

The expense arising from <strong>the</strong> share-based payment plan is recognized over <strong>the</strong> two-<strong>year</strong> lock-up<br />

period. The expense recognized under Salaries, wages and employee benefits in <strong>the</strong> statements of<br />

income amounted to P=1.53 million in <strong>2009</strong>, P=2.16 million in 2008 and P=1.00 million in 2007.<br />

19. Operating Lease Commitments<br />

The Parent Company has entered into <strong>the</strong> following lease agreements <strong>for</strong> its office space:<br />

(a) On September 30, 2008, a lease agreement with Sta. Elena Divisoria Condo was made <strong>for</strong> a<br />

period of sixty (60) months commencing October 1, 2008 to September 30, 2013 with a<br />

10.00% escalation rate effective on <strong>the</strong> second <strong>year</strong> up to <strong>the</strong> fifth <strong>year</strong> of <strong>the</strong> lease term. The<br />

contract was cancelled in May <strong>2009</strong>.<br />

(b) A lease agreement with Wynsum Realty was entered into <strong>for</strong> a period of thirty six (36) months<br />

commencing on September 1, 2008 to August <strong>31</strong>, 2010 with a 5.00% escalation on <strong>the</strong><br />

monthly rental on <strong>the</strong> second <strong>year</strong> of <strong>the</strong> lease term.<br />

(c) On February 7, 2007, a lease agreement with Oakridge Properties (Unit 2503) was made <strong>for</strong> a<br />

period of thirty six (36) months commencing on February 1, 2007 to January <strong>31</strong>, 2010 with a<br />

10.00% escalation on <strong>the</strong> monthly rental payable every 13th and 25th month of <strong>the</strong> lease term.<br />

(d) Operating lease agreements with Oakridge Properties (Unit 2603) were entered into <strong>for</strong> a<br />

period of Twelve (12) months, which commenced on <strong>December</strong> 01, 2008 and expired on<br />

November 30, <strong>2009</strong>. The lease contract was renewed <strong>for</strong> a period of 2 <strong>year</strong>s commencing<br />

<strong>December</strong> 1, <strong>2009</strong> to November 30, 2011 with a 10.00% escalation on <strong>the</strong> aggregate monthly<br />

rental on <strong>the</strong> 13th month of <strong>the</strong> lease term.<br />

(e) In <strong>December</strong> 2005, a lease agreement with Oakridge Properties (Unit 2703) was entered into<br />

<strong>for</strong> a period of thirty five (35) months, which commenced on February 1, 2006 and expires on<br />

January <strong>31</strong>, <strong>2009</strong>. Renewal of this contract was made on January 6, <strong>2009</strong> <strong>for</strong> a period of<br />

twenty four (24) months commencing February 1, <strong>2009</strong> to January <strong>31</strong>, 2011 with a 10.00%<br />

escalation rate on <strong>the</strong> aggregate monthly rental on <strong>the</strong> 13th month of <strong>the</strong> lease term.<br />

Rent expense pertaining to <strong>the</strong>se leased office spaces by <strong>the</strong> Parent Company from Oakridge<br />

Properties, Wynsum Realty, and Sta. Elena Divisoria Condo, amounted to P=11.11 million in <strong>2009</strong>,<br />

P=9.48 million in 2008, and P=7.07 million in 2007 (see Note 24). Total rent expense of <strong>the</strong> Parent<br />

Company amounted to P=11.11 million, P=9.95 million and P=7.37 million in <strong>2009</strong>, 2008 and 2007,<br />

respectively.<br />

*SGVMC113951*


- 47 -<br />

The subsidiaries have <strong>the</strong>ir respective operating lease agreements <strong>for</strong> <strong>the</strong>ir office spaces. The<br />

lease contracts are <strong>for</strong> periods ranging from 1 to 10 <strong>year</strong>s and may be renewed under <strong>the</strong> terms and<br />

conditions mutually agreed upon by <strong>the</strong> subsidiaries and <strong>the</strong> lessors. Rent expense of <strong>the</strong> Group<br />

amounted to P=39.33 million, P=32.53 million, and P=30.15 million in <strong>2009</strong>, 2008 and 2007,<br />

respectively.<br />

Future minimum rentals payable under non-cancelable operating leases are as follows:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Within one <strong>year</strong> P=39,529,430 P=30,262,633 P=7,615,824 P=9,956,227<br />

After one <strong>year</strong> but not more than<br />

five <strong>year</strong>s 79,221,914 22,495,479 6,159,385 10,273,809<br />

More than five <strong>year</strong>s 6,145,388 1,0<strong>31</strong>,976 – –<br />

P=124,896,732 P=53,790,088 P=13,775,209 P=20,230,036<br />

20. Marketing Expenses<br />

This account consists of:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

Marketing and promotions P= 22,120,718 P=52,<strong>31</strong>1,765 P=29,342,343 P=11,465,823 P=38,6<strong>31</strong>,019 P=22,194,783<br />

Advertising and publicity 10,856,700 5,269,536 1,725,637 3,378,503 5,269,536 1,725,637<br />

P= 32,977,418 P=57,581,301 P=<strong>31</strong>,067,980 P=14,844,326 P=43,900,555 P=23,920,420<br />

21. O<strong>the</strong>r Operating Expenses<br />

This account consists of:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

Repairs and maintenance P= 4,634,302 P=3,785,376 P=3,754,837 P=508,566 P=585,834 P=670,218<br />

Taxes and licenses 4,5<strong>31</strong>,430 2,824,233 1,911,044 2,253,135 2,450,304 1,557,933<br />

Association dues 2,066,643 1,623,984 1,228,896 2,066,643 1,623,984 1,228,896<br />

Insurance 1,726,711 1,818,438 1,593,550 754,666 956,624 823,285<br />

Disallowance of input VAT<br />

by BIR 1,338,804 – – 1,338,804 – –<br />

Donations and contributions 1,209,115 – – 1,209,115 – –<br />

Miscellaneous 2,673,515 4,927,248 5,134,826 2,673,515 4,810,182 1,782,044<br />

P=18,180,520 P=14,979,279 P=13,623,153 P=10,804,444 P=10,426,928 P=6,062,376<br />

‘Miscellaneous’ includes various expenses incurred <strong>for</strong> <strong>the</strong> business development of potential<br />

<strong>for</strong>eign offices and o<strong>the</strong>r related expenses.<br />

22. Realized Foreign Exchange Gains - Net and O<strong>the</strong>r Income<br />

Realized <strong>for</strong>eign exchange gains - net represent currency exchange income (net of losses) arising<br />

primarily from trading third currencies to Philippine pesos. These third currencies are collected<br />

from <strong>the</strong> remittance transactions.<br />

*SGVMC113951*


O<strong>the</strong>r income consists of:<br />

- 48 -<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

Interest income P=15,181,685 P=7,213,676 P=3,179,220 P=7,670,526 P=5,262,353 P=1,986,501<br />

Rebates 14,608,204 – – 2,595,006 – –<br />

Unrealized <strong>for</strong>eign<br />

exchange gain - net 5,172,171 4,722,355 4,980,817 5,172,171 4,722,355 2,325,050<br />

Dividends – – – 34,242,442 11,124,039 –<br />

O<strong>the</strong>rs 12,488,020 12,847,617 6,532,055 2,594,154 3,197,424<br />

P=47,450,080 P=24,783,648 P=14,692,092 P=52,274,299 P=24,306,171 P=4,<strong>31</strong>1,551<br />

Interest income pertains to interest earned from deposits, short-term placements with banks, and<br />

financial assets at FVPL.<br />

Rebates pertain to <strong>the</strong> refund of bank service charges and <strong>for</strong>eign exchange special rates relating to<br />

<strong>the</strong> remittance transactions of WEPL.<br />

‘O<strong>the</strong>rs’ mainly include sub-lease rental income of subsidiaries and claims from insurance of loss<br />

due from <strong>the</strong>ft.<br />

23. O<strong>the</strong>r Charges<br />

O<strong>the</strong>r charges of <strong>the</strong> Group mainly include filing and regulatory fees paid by <strong>for</strong>eign offices,<br />

goods and services tax (GST) written off, and o<strong>the</strong>r various losses arising from ordinary activities.<br />

24. Related Party Transactions<br />

In <strong>the</strong> ordinary course of business, <strong>the</strong> Group transacts with its subsidiaries and with directors,<br />

officers, stockholders and o<strong>the</strong>r related interests. Under <strong>the</strong> Group’s existing policies, <strong>the</strong>se<br />

transactions are made substantially on <strong>the</strong> same terms and conditions as transactions with o<strong>the</strong>r<br />

individuals and businesses of comparable risks. The Group engages in transactions with related<br />

parties consisting primarily of <strong>the</strong> following:<br />

(a) Delivery fees in <strong>the</strong> Parent Company’s statements of income in <strong>2009</strong>, 2008 and 2007, include<br />

those arising from clients of subsidiaries and associates as follows:<br />

<strong>2009</strong> 2008 2007<br />

IRCL P=51,071,109 P=42,169,099 P=30,955,164<br />

IAPL and WEPL 30,787,242 27,782,207 18,582,064<br />

ISPL 27,016,303 22,103,338 15,216,110<br />

HKHCL 25,364,567 – –<br />

IGRL 22,736,884 27,348,257 27,819,528<br />

LSML 9,633,356 7,102,659 5,792,210<br />

IERCAG 4,368,628 2,737,852 –<br />

INZL 2,697,639 454,796 –<br />

P=173,675,728 P=129,698,208 P=98,365,076<br />

*SGVMC113951*


- 49 -<br />

(b) Fees paid to PSAGL, a subsidiary, <strong>for</strong> services rendered as advisor <strong>for</strong> various treasury needs<br />

and counsel in connection with issues on financial matters of <strong>the</strong> Parent Company amounted<br />

to P=47.59 million and P=59.84 million in <strong>2009</strong> and 2008, respectively. Advances from PSAGL<br />

representing <strong>the</strong> unpaid service fees amounted to P=0.49 million and P=64.03 million as of<br />

<strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, respectively.<br />

(c) The Parent Company leases office spaces from Oakridge Properties. Rent expense amounted<br />

to P=8.17 million, P=8.02 million and P=7.15million in <strong>2009</strong>, 2008, and 2007, respectively.<br />

Oakridge Properties is owned by JTKC, one of <strong>the</strong> stockholders of <strong>the</strong> Company.<br />

(d) In <strong>2009</strong>, <strong>the</strong> Parent Company subleased an office space in Singapore with Surewell Equities<br />

Pte Ltd., a stockholder. Rental income in <strong>2009</strong> amounted to P=1.03 million<br />

(e) In <strong>2009</strong> and 2008, <strong>the</strong> Parent Company has funded its retirement plan amounting to<br />

P=4.8 million and P=3.17 million, respectively. This is maintained with SBA, an affiliate, as<br />

trustee.<br />

(f) The Parent Company has deposits amounting to P=129.71 million and P=44.56 million with<br />

SBA, an affiliate, as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, respectively. These deposits earned<br />

P=1.16 million and P=0.11 million interest income in <strong>2009</strong> and 2008, respectively.<br />

In addition to <strong>the</strong> related in<strong>for</strong>mation disclosed elsewhere in <strong>the</strong> consolidated financial statements,<br />

<strong>the</strong> following are <strong>the</strong> <strong>year</strong>end balances in respect of transactions with related parties which were<br />

carried in terms that prevail in arm’s length transactions during <strong>the</strong> <strong>year</strong>:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Advances to related parties (Note 8):<br />

Affiliates<br />

Subsidiaries:<br />

P=4,338,803 P=92,463,778 P=3,743,285 P= 91,070,954<br />

IAPL 5,628,134 – 1,261,382 –<br />

I-Remit-USA 1,805,866 1,574,854 1,805,866 1,574,854<br />

INZL 1,261,266 3,575,<strong>31</strong>8 10,617,540 8,404,686<br />

LSML 285,849 – 2,791,720 1,4<strong>31</strong>,991<br />

IERCAG 265,126 – – 39,375,800<br />

PSAGL 2,452 – 878,984 75,973<br />

IGRL – – 5,548,649 12,671,874<br />

IRCL – – 56,610 7,034,622<br />

WEPL<br />

Associates<br />

– – – 3,238,711<br />

HKHCL 2,944,333 7,905,602 2,944,333 7,905,602<br />

ISPL 2,181,783 10,928,<strong>31</strong>4 2,181,783 10,928,<strong>31</strong>4<br />

O<strong>the</strong>rs 213,813 3,435,377 213,813 37,728,683<br />

Advances from related parties (Note 14):<br />

P=18,927,425 P=119,883,243 P=32,043,965 P=221,442,064<br />

Affiliates<br />

Subsidiaries<br />

P=2,489,351 P=2,888,071 P=– P=1,920,776<br />

PSAGL – – 494,322 64,0<strong>31</strong>,553<br />

WEPL – – 7,255 –<br />

IERCAG – 6,<strong>31</strong>9,822 – –<br />

IAPL – 883,528 – –<br />

INZL – 276,176 – –<br />

P=2,489,351 P=10,367,597 P=501,577 P=65,952,329<br />

*SGVMC113951*


- 50 -<br />

Advances to affiliates include cash advances to stockholders, officers, and associates.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, no provision <strong>for</strong> credit losses has been recognized <strong>for</strong> <strong>the</strong><br />

advances to related parties.<br />

In 2008, <strong>the</strong> Parent Company consolidated <strong>the</strong> financial statements of IERCAG and <strong>the</strong> advances<br />

of P=5.33 million were reclassified to receivables from a related party in <strong>the</strong> Parent Company’s<br />

financial statements, which was previously classified as part of ‘O<strong>the</strong>r Investments’ in 2007.<br />

In <strong>2009</strong>, <strong>the</strong> Parent Company’s dividend income includes dividends declared by ISPL<br />

(P=14.40 million), IRCL (P=9.54 million), WEPL (P=3.93 million), IAPL (P=3.30) and PSAGL<br />

(P=3.07 million). In 2008, <strong>the</strong> Parent Company’s dividend income includes dividends declared by<br />

LSML (P=2.55 million), and WEPL (P=13.91 million).<br />

The compensation of <strong>the</strong> key management personnel of <strong>the</strong> Parent Company in <strong>2009</strong>, 2008 and<br />

2007 are as follows:<br />

<strong>2009</strong> 2008 2007<br />

Short-term employee benefits P=17,836,472 P=16,227,206 P=12,723,344<br />

Post employee benefits 721,632 1,035,615 695,140<br />

Share-based program 435,303 618,250 166,817<br />

P=18,993,407 P=17,881,071 P=13,585,301<br />

25. Income Taxes<br />

The provision <strong>for</strong> income tax consists of:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

Current<br />

RCIT P=40,862,007 P=57,164,870 P=8,062,328 P=25,662,740 P=37,616,889 P=1,334,618<br />

Final 1,534,105 1,052,470 – 1,534,105 1,052,470 –<br />

Deferred (2,471,568) – (16,103) – – –<br />

P=39,924,544 P=58,217,340 P=8,046,225 P=27,196,845 P=38,669,359 P=1,334,618<br />

Republic Act (RA) No. 9337, An Act Amending National Internal Revenue Code, provides that <strong>the</strong><br />

RCIT rate shall be 35.00% until <strong>December</strong> <strong>31</strong>, 2008. Starting January 1, <strong>2009</strong>, <strong>the</strong> RCIT rate shall<br />

be 30.00%. It also provides that <strong>the</strong> interest allowed as a deductible expense is reduced by an<br />

amount equivalent to 42.00% until <strong>December</strong> <strong>31</strong>, 2008 and 33.00% starting January 1, <strong>2009</strong> of<br />

interest income subjected to final tax.<br />

In addition, current tax regulations provide <strong>for</strong> <strong>the</strong> ceiling on <strong>the</strong> amount of entertainment,<br />

amusement and recreation (EAR) expenses that can be claimed as a deduction against taxable<br />

income. The actual EAR expenses incurred by <strong>the</strong> Parent Company was P=2.62 million,<br />

P=4.08 million, and P=3.08 million in <strong>2009</strong>, 2008 and 2007, respectively. The allowed EAR limit<br />

was P=2.74 million, P=3.13 million, and P=2.56 million in <strong>2009</strong>, 2008 and 2007, respectively. Under<br />

<strong>the</strong> regulation, EAR expenses allowed as deductible expense <strong>for</strong> taxpayers engaged in <strong>the</strong> sale of<br />

services, including exercise of profession and use of lease properties, like <strong>the</strong> Company, it is<br />

limited to <strong>the</strong> actual EAR paid or incurred but not to exceed 1.00% of net revenue. An MCIT of<br />

2.00% on modified gross income is computed and compared with <strong>the</strong> RCIT. Any excess of <strong>the</strong><br />

MCIT over <strong>the</strong> RCIT is deferred and can be used as a tax credit against future income tax liability<br />

<strong>for</strong> <strong>the</strong> next three <strong>year</strong>s.<br />

*SGVMC113951*


- 51 -<br />

RA No. 9504, An Act Amending National Internal Revenue Code, provides that starting July 1,<br />

2008, <strong>the</strong> optional standard deduction (OSD) equivalent to 40.00% of gross income may be<br />

claimed as an alternative deduction in computing <strong>for</strong> <strong>the</strong> RCIT. For <strong>the</strong> <strong>2009</strong> RCIT computation,<br />

<strong>the</strong> Parent Company elected to claim itemized expense deductions instead of <strong>the</strong> OSD.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> and 2008, <strong>the</strong> deferred tax assets and liabilities recognized by <strong>the</strong> Group<br />

and <strong>the</strong> Parent Company relates to <strong>the</strong> tax effects of <strong>the</strong> following:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Deferred tax assets on:<br />

Unused tax losses P=2,848,750 P=723,6<strong>31</strong> P=– –<br />

Unused tax credits 321,002 – – –<br />

Accumulated depreciation 98,338 86,496 – –<br />

Capital allowances 13,605 – – –<br />

Retirement liability – – 1,143,728 –<br />

Accrued courier charges – – 407,923 –<br />

Subtotal<br />

Less deferred tax liability on:<br />

3,281,695 810,127 1,551,651 –<br />

Unrealized <strong>for</strong>eign exchange gain – – 1,551,651 –<br />

Net deferred tax assets P=3,281,695 P=810,127 P=– –<br />

The Parent Company did not set up deferred tax assets on <strong>the</strong> following temporary differences:<br />

<strong>2009</strong> 2008<br />

Temporary differences on<br />

Accrued courier charges P=2,085,271 P=4,<strong>31</strong>5,879<br />

Accrued interest 1,894,391 –<br />

Accrued leave benefits – 2,377,757<br />

Retirement liability – 5,414,214<br />

O<strong>the</strong>rs 1,068,597 1,529,7<strong>31</strong><br />

P=5,048,259 P=13,637,581<br />

The management of <strong>the</strong> Parent Company believes that it is not highly probable that <strong>the</strong>se<br />

temporary differences will be realized in <strong>the</strong> future.<br />

A reconciliation of <strong>the</strong> statutory income tax rates and <strong>the</strong> effective income tax rates in <strong>2009</strong>, 2008<br />

and 2007 follows:<br />

Consolidated Parent Company<br />

<strong>2009</strong> 2008 2007 <strong>2009</strong> 2008 2007<br />

Statutory income tax 30.00% 35.00% 35.00% 30.00% 35.00% 35.00%<br />

Tax effects of:<br />

Nondeductible interest expense 0.45 0.41 – 0.76 0.66 –<br />

Interest income subject to<br />

final tax (5.20) (0.42) – (0.77) (0.67) –<br />

Income tax holiday – – (29.96) – – (34.76)<br />

Unrecognized deferred tax asset (2.18) 1.26 1.59 (2.59) 2.02 1.20<br />

O<strong>the</strong>rs – (5.32) – – (3.98) –<br />

Effective income tax 23.07% 30.93% 6.63% 27.40% 33.03% 1.44%<br />

*SGVMC113951*


26. Earnings Per Share<br />

- 52 -<br />

The basis of calculation <strong>for</strong> EPS attributable to equity holders of <strong>the</strong> Parent Company follows:<br />

<strong>2009</strong> 2008 2007<br />

a. Net income attributable to equity holders<br />

of <strong>the</strong> Parent Company<br />

b. Weighted average number of outstanding<br />

P=136,379,766 P=130,785,730 P=106,365,201<br />

common shares of <strong>the</strong> Parent Company 552,569,950 558,695,875 201,633,775<br />

c. Basic/diluted earnings per share (a/b) P=0.25 P=0.23 P=0.53<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2009</strong>, 2008 and 2007, <strong>the</strong>re are no dilutive potential common shares.<br />

27. Segment <strong>Report</strong>ing<br />

The Group’s operating businesses are organized and managed separately according to<br />

geographical areas representing a strategic business unit. These segments are <strong>the</strong> bases on which<br />

<strong>the</strong> Group reports its segment in<strong>for</strong>mation. Transactions among segments are conducted at<br />

estimated market rates on an arm’s length basis. The Group only reports a geographical segment<br />

analysis and no secondary business segment was presented since all operations relate to <strong>the</strong><br />

remittance business.<br />

Segment assets are those operating assets that are employed by a segment in its operating activities<br />

that are ei<strong>the</strong>r directly attributable to <strong>the</strong> segment or can be allocated to <strong>the</strong> segment on a<br />

reasonable basis.<br />

Segment liabilities are those operating liabilities that result from <strong>the</strong> operating activities of a<br />

segment and that ei<strong>the</strong>r directly attributable to <strong>the</strong> segment or can be allocated to <strong>the</strong> segment on a<br />

reasonable basis.<br />

Segment in<strong>for</strong>mation as of and <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2009</strong>, 2008 and 2007 follow:<br />

<strong>2009</strong><br />

North Adjustments<br />

Philippines Asia Pacific Europe America and eliminations Total<br />

Financial Per<strong>for</strong>mance<br />

Revenue P=473,446 P=119,824 P=73,103 P=112,284 P=– P=778,657<br />

Cost of services (198,769) (2,502) (17,047) (12,619) – (230,937)<br />

Gross income 274,677 117,322 56,056 99,665 – 547,720<br />

Operating expenses (179,005) (69,321) (73,965) (90,068) – (412,359)<br />

O<strong>the</strong>r income (expense) 60,933 53,687 2,167 517 (79,592) 37,712<br />

Income be<strong>for</strong>e income tax 156,605 101,688 (15,742) 10,114 (79,592) 173,073<br />

Provision <strong>for</strong> income tax (27,198) (9,060) (278) (3,389) – (39,925)<br />

Net income 129,407 92,628 (16,020) 6,725 (79,592) 133,148<br />

Minority interest<br />

Net income attributable to equity<br />

– – – – 3,2<strong>31</strong> 3,2<strong>31</strong><br />

holders of <strong>the</strong> Parent Company<br />

Financial Position<br />

P=129,407 P=92,628 (P=16,020) P=6,725 (P=76,361) P=136,379<br />

Total assets P=2,404,902 P=248,228 P=73,889 P=81,580 (P=320,488) P=2,488,111<br />

Total liabilities<br />

O<strong>the</strong>r Segment In<strong>for</strong>mation<br />

P=1,160,025 P=103,799 P=21,373 P=60,602 (P=110,115) P=1,235,684<br />

Capital expenditures P=1,914 P=1,192 P=729 P=5,548 P=– P=9,383<br />

Depreciation and amortization P=8,615 P=1,755 P=1,574 P=2,276 P=– P=14,220<br />

*SGVMC113951*


- 53 -<br />

2008<br />

North Adjustments<br />

Philippines Asia Pacific Europe<br />

(In thousands)<br />

America and eliminations Total<br />

Financial Per<strong>for</strong>mance<br />

Revenue P=475,781 P=118,790 P=70,387 P=97,095 P=– P=762,053<br />

Cost of services (162,302) (1,608) (21,394) (11,327) – (196,6<strong>31</strong>)<br />

Gross income <strong>31</strong>3,479 117,182 48,993 85,768 – 565,422<br />

Operating expenses (207,181) (50,853) (67,519) (71,826) – (397,379)<br />

O<strong>the</strong>r income (expense) 10,802 13,707 496 606 (5,459) 20,152<br />

Income be<strong>for</strong>e income tax 117,100 80,036 (18,030) 14,548 (5,459) 188,195<br />

Provision <strong>for</strong> income tax (38,669) (14,808) (35) (4,705) – (58,217)<br />

Net income 78,4<strong>31</strong> 65,228 (18,065) 9,843 (5,459) 129,978<br />

Minority interest<br />

Net income attributable to equity<br />

– – – – 808 808<br />

holders of <strong>the</strong> Parent Company<br />

Financial Position<br />

P=78,4<strong>31</strong> P=65,228 (P=18,065) P=9,843 (P=4,651) P=130,786<br />

Total assets P=1,970,838 P=113,618 P=85,996 P=52,919 (P=249,793) P=1,973,578<br />

Total liabilities<br />

O<strong>the</strong>r Segment In<strong>for</strong>mation<br />

P=873,605 P=40,170 P=117,103 P=33,039 (P=206,412) P=857,505<br />

Capital expenditures P=11,646 P=2,787 P=7,148 P=1,075 P=– P=22,656<br />

Depreciation and amortization P=7,561 P=875 P=1,756 P=1,402 P=– P=11,594<br />

2007<br />

North Adjustments<br />

Philippines Asia Pacific Europe<br />

(In thousands)<br />

America and eliminations Total<br />

Financial Per<strong>for</strong>mance<br />

Revenue P=383,743 P=41,445 P=65,465 P=72,255 (P=1,154) P=561,754<br />

Cost of services (127,382) (1,114) (21,841) (4,962) – (155,299)<br />

Gross income 256,361 40,3<strong>31</strong> 43,624 67,293 (1,154) 406,455<br />

Operating expenses (143,965) (32,204) (43,284) (58,254) – (277,707)<br />

O<strong>the</strong>r income (expense) (20,018) 9,383 210 480 2,533 (7,412)<br />

Income be<strong>for</strong>e income tax 92,378 17,510 550 9,519 1,379 121,336<br />

Provision <strong>for</strong> income tax (1,334) (5,106) (130) (1,476) – (8,046)<br />

Net income 91,044 12,404 420 8,043 1,379 113,290<br />

Minority interest<br />

Net income attributable to equity<br />

– – – – (6,925) (6,925)<br />

holders of <strong>the</strong> Parent Company<br />

Financial Position<br />

P=91,044 P=12,404 P=420 P=8,043 (P=5,546) P=106,365<br />

Total assets P=1,356,661 P=61,963 P=37,205 P=158,888 (P=213,741) P=1,400,976<br />

Total liabilities<br />

O<strong>the</strong>r Segment In<strong>for</strong>mation<br />

P=277,359 P=41,530 P=35,921 P=147,148 (P=178,073) P=323,885<br />

Capital expenditures P=8,847 P=1,221 P=1,816 P=470 P=– P=12,354<br />

Depreciation and amortization P=5,888 P=538 P=944 P=1,370 P=– P=8,740<br />

The Group has no intersegment revenues and cost of services in <strong>2009</strong> and 2008.<br />

The Group has no significant customers which contributes 10% or more of <strong>the</strong> consolidated<br />

revenues.<br />

Segment assets as of <strong>December</strong> <strong>31</strong>, <strong>2009</strong> do not include investments in subsidiaries amounting to<br />

P=228.98 million and inter-segment receivables amounting to P=107.98 million which are eliminated<br />

on consolidation.<br />

Segment assets as of <strong>December</strong> <strong>31</strong>, 2008 do not include investments in subsidiaries amounting to<br />

P=154.33 million and inter-segment loans and receivables amounting to P=201.91 million which are<br />

eliminated on consolidation.<br />

Capital expenditures, which pertain to property, plant and equipment acquired, are disclosed<br />

according to <strong>the</strong> asset’s physical location.<br />

*SGVMC113951*


- 54 -<br />

The Group’s share in net income of associates amounting to P=6.15 million, P=8.87 million and<br />

P=2.23 million in <strong>2009</strong>, 2008 and 2007, respectively, are included under Asia Pacific.<br />

28. Contingencies<br />

The Group has various contingent liabilities arising in <strong>the</strong> ordinary conduct of business which are<br />

ei<strong>the</strong>r pending decision by <strong>the</strong> courts or being contested, <strong>the</strong> outcome of which are not presently<br />

determinable.<br />

In <strong>the</strong> opinion of management and its legal counsel, <strong>the</strong> eventual liability under <strong>the</strong>se lawsuits or<br />

claims, if any, will not have a material or adverse effect on <strong>the</strong> Group’s financial position and<br />

results of operations. The in<strong>for</strong>mation usually required by PAS 37 is not disclosed on <strong>the</strong> grounds<br />

that it can be expected to prejudice <strong>the</strong> outcome of <strong>the</strong>se lawsuits, claims and assessments.<br />

29. Approval of <strong>the</strong> Release of <strong>the</strong> Financial Statements<br />

The accompanying financial statements of <strong>the</strong> Group and <strong>the</strong> Parent Company were approved and<br />

authorized <strong>for</strong> issue by <strong>the</strong> BOD on March 19, 2010.<br />

*SGVMC113951*


INDEPENDENT AUDITORS’ REPORT<br />

The Stockholders and <strong>the</strong> Board of Directors<br />

I-Remit, Inc.<br />

26/F Discovery Centre, 25 ADB Avenue<br />

Ortigas Center, Pasig City<br />

We have audited <strong>the</strong> financial statements of I-Remit, Inc. and Subsidiaries (<strong>the</strong> Group) and of I-Remit,<br />

Inc. (<strong>the</strong> Parent Company), <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2009</strong>, on which we have rendered <strong>the</strong><br />

attached report dated March 19, 2010.<br />

In compliance with <strong>the</strong> Securities and Regulation Code Rule 68, we are stating that <strong>the</strong> above<br />

Company has 14 stockholders owning one hundred or more shares.<br />

SYCIP GORRES VELAYO & CO.<br />

Josephine Adrienne A. Abarca<br />

Partner<br />

CPA Certificate No. 92126<br />

SEC Accreditation No. 0466-AR-1<br />

Tax Identification No. 163-257-145<br />

PTR No. 2087359, January 4, 2010, Makati City<br />

March 19, 2010<br />

SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<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-2<br />

*SGVMC113951*<br />

A member firm of Ernst & Young Global Limited


INDEPENDENT AUDITORS’ REPORT<br />

ON SUPPLEMENTARY SCHEDULES<br />

The Stockholders and <strong>the</strong> Board of Directors<br />

I-Remit, Inc.<br />

26/F Discovery Centre, 25 ADB Avenue<br />

Ortigas Center, Pasig City<br />

We have audited in accordance with Philippine Standards on Auditing, <strong>the</strong> financial statements of<br />

I-Remit, Inc. and Subsidiaries (<strong>the</strong> Group), included in this Form 17-A and of I-Remit, Inc. (<strong>the</strong><br />

Parent Company) and have issued our report <strong>the</strong>reon dated March 19, 2010. Our audits were made <strong>for</strong><br />

<strong>the</strong> purpose of <strong>for</strong>ming an opinion on <strong>the</strong> basic financial statements taken as a whole. The<br />

accompanying Schedule of Retained Earnings Available <strong>for</strong> Dividend Declaration as of <strong>December</strong> <strong>31</strong>,<br />

<strong>2009</strong> is <strong>the</strong> responsibility of <strong>the</strong> Parent Company’s management. This schedule is presented <strong>for</strong> <strong>the</strong><br />

purpose of complying with <strong>the</strong> Securities Regulation Code Rule 68.1 and SEC Memorandum Circular<br />

No. 11, Series of 2008, and is not part of <strong>the</strong> basic financial statements. This schedule has been<br />

subjected to <strong>the</strong> auditing procedures applied in <strong>the</strong> audit of <strong>the</strong> basic financial statements and, in our<br />

opinion, fairly states in all material respects <strong>the</strong> financial data required to be set <strong>for</strong>th <strong>the</strong>rein in<br />

relation to <strong>the</strong> basic financial statements taken as a whole.<br />

SYCIP GORRES VELAYO & CO.<br />

Josephine Adrienne A. Abarca<br />

Partner<br />

CPA Certificate No. 92126<br />

SEC Accreditation No. 0466-AR-1<br />

Tax Identification No. 163-257-145<br />

PTR No. 2087359, January 4, 2010, Makati City<br />

March 19, 2010<br />

SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<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-2<br />

*SGVMC113951*<br />

A member firm of Ernst & Young Global Limited


I-REMIT, INC.<br />

26/F Discovery Centre, 25 ADB Avenue,<br />

Ortigas Center, Pasig City<br />

SCHEDULE OF RETAINED EARNINGS<br />

AVAILABLE FOR DIVIDEND DECLARATION<br />

DECEMBER <strong>31</strong>, <strong>2009</strong><br />

Unappropriated retained earnings, as adjusted to available <strong>for</strong> dividend<br />

distribution, beginning P=102,307,852<br />

Add: Net income earned during <strong>the</strong> <strong>year</strong><br />

Net income during <strong>the</strong> <strong>year</strong> 72,074,196<br />

Less: Unrealized <strong>for</strong>eign exchange gains - net (except those attributable<br />

to cash and cash equivalents) (5,172,171)<br />

Net income actually earned during <strong>the</strong> <strong>year</strong> 66,902,025<br />

Add: (Less):<br />

Treasury shares 677,200<br />

Dividend declarations during <strong>the</strong> <strong>year</strong> (26,012,383)<br />

Subtotal 41,566,842<br />

Retained earnings available <strong>for</strong> dividend distribution, ending P=143,874,694<br />

*SGVMC113951*

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