SEC Form 20-IS - iRemit Global Remittance
SEC Form 20-IS - iRemit Global Remittance
SEC Form 20-IS - iRemit Global Remittance
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COVER SHEET<br />
A 2 0 0 1 0 1 6 3 1<br />
<strong>SEC</strong> 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 />
Ms. Nancy Joan M. Javier (632) 632-0905<br />
(Contact Person) (Company Telephone Number)<br />
PRELIMINARY<br />
1 2 3 1 2 0 - I S 0 7<br />
Month Day (<strong>Form</strong> Type) Month Day<br />
(Fiscal Year) (Annual Meeting)<br />
(Secondary License Type, If Applicable)<br />
Dept. Requiring this Doc. Amended Articles Number/Section<br />
Total Amount of Borrowings<br />
Total No. of Stockholders Domestic Foreign<br />
To be accomplished by <strong>SEC</strong> Personnel concerned<br />
File Number LCU<br />
Document ID Cashier<br />
S T A M P S<br />
Remarks: Please use BLACK ink for scanning purposes.
<strong>SEC</strong>URITIES AND EXCHANGE COMM<strong>IS</strong>SION<br />
<strong>SEC</strong> FORM <strong>20</strong>-<strong>IS</strong><br />
INFORMATION STATEMENT PURSUANT TO <strong>SEC</strong>TION <strong>20</strong><br />
OF THE <strong>SEC</strong>URITIES REGULATION CODE<br />
1. Check the appropriate box:<br />
[√] Preliminary Information Statement<br />
[ ] Definitive Information Statement<br />
2. Name of Registrant as specified in its charter I-REMIT, INC.<br />
3. Province, country or other jurisdiction of incorporation or organization<br />
Metro Manila, PHILIPPINES<br />
4. <strong>SEC</strong> Identification Number A<strong>20</strong>0101631<br />
5. BIR Tax Identification Number 210-407-466-000<br />
6. Address of Principal Office Postal Code<br />
26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City 1605<br />
7. Registrant’s telephone number, including area code (632) 706 – 9999 Loc. 100,105 and109<br />
8. Date, time, and place of meeting of security holders<br />
Date : July 29, <strong>20</strong>11<br />
Time : 8:00 a.m.<br />
Venue : 42 nd Floor, Discovery Centre, 25 ADB Avenue, Ortigas Center,<br />
Pasig City<br />
9. Approximate date on which the Information Statement is first to be sent or given to security holders<br />
July 8, <strong>20</strong>11<br />
10. Securities registered pursuant to Sections 8 and 12 of the Code (information on number of shares<br />
and amount of debt is applicable only to corporate registrants<br />
Title of Each Class<br />
Number of Shares of Common Stock<br />
Outstanding (as of May 31, <strong>20</strong>11)<br />
Common Stock, Par Value PHP 1.00 553,088,000<br />
11. Are any or all of Registrant’s securities listed on a Stock Exchange<br />
[√] Yes [ ] No<br />
If yes, disclose the name of such Stock Exchange and the class of securities listed therein:<br />
The Philippine Stock Exchange, Inc., Common Shares<br />
WE ARE NOT ASKING YOU FOR A PROXY<br />
AND YOU ARE REQUESTED NOT TO SEND US A PROXY<br />
1
GENERAL INFORMATION<br />
Date, time and place of meeting of security holders:<br />
Date : July 29, <strong>20</strong>11<br />
Time : 8:00 a.m.<br />
Place : 42 nd Floor, Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City<br />
Registrant’s Mailing Address: 26 th Floor, Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City<br />
The approximate date on which the Information Statement is first to be sent to security holders is<br />
July 8, <strong>20</strong>11.<br />
Dissenters’ Right of Appraisal<br />
The matters to be voted upon in the Annual Stockholders’ Meeting of I-Remit, Inc. (hereinafter, the<br />
“Company”) on July 29, <strong>20</strong>11 are not among the instances enumerated in Sections 42 and 81 of the<br />
Corporation Code of the Philippines whereby the right of appraisal, defined to be the right of any stockholder to<br />
dissent and demand payment for the fair value of his shares, may be exercised. The instances where the right<br />
of appraisal may be exercised are as follows:<br />
1. In case any amendment to the Articles of Incorporation has the effect of changing or<br />
restricting the rights of any stockholder or class of shares, or of authorizing preferences<br />
in any respect superior to those outstanding shares of any class, or of extending or<br />
shortening the term of corporate existence;<br />
2. In case of sale, lease, exchange, transfer, mortgage, pledge, or other disposition of all or<br />
substantially all of the corporate property and assets as provided in the Corporation<br />
Code;<br />
3. In case the Company decides to invest its funds in another corporation or business<br />
outside of its primary purpose;<br />
4. In case of merger or consolidation.<br />
Under Section 82 of the Corporation Code, the appraisal right may be exercised by any stockholder who shall<br />
have voted against the proposed corporate action, by making a written demand on the Company within thirty<br />
(30) days after the date on which the vote was taken for payment of the fair value of his shares. However,<br />
failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed<br />
corporate action is implemented or effected, the Company shall pay to such stockholder, upon surrender of the<br />
certificate or certificates of stock representing his shares, the fair value thereof as of the day prior to the date<br />
on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate<br />
action.<br />
If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the<br />
withdrawing stockholder and the Company cannot agree on the fair value of the shares, it shall be determined<br />
and appraised by three (3) disinterested persons, one (1) of whom shall be named by the stockholder, another<br />
by the Company, and the third by the two (2) thus chosen. The findings of the majority of the appraisers shall<br />
be final, and their award shall be paid by the Company within thirty (30) days after such award is made,<br />
provided that no payment shall be made to any dissenting stockholder unless the Company has unrestricted<br />
retained earnings in its books to cover such payment, and that upon payment by the Company of the agreed<br />
or awarded price, the stockholder shall forthwith transfer his shares to the Company.<br />
Interest of Certain Persons in or Opposition to Matters to be Acted Upon<br />
a. No person who has been a Director or officer or a nominee for election as Director of the<br />
Company, or an associate of such persons, has a substantial interest, direct or indirect,<br />
in any manner to be acted upon other than the election of Directors for the period <strong>20</strong>11 –<br />
<strong>20</strong>12;<br />
b. No Director of the Company has informed the Company in writing that he intends to<br />
oppose any action to be taken by the Company at the meeting.<br />
2
Voting Securities and Principal Holders Thereof<br />
CONTROL AND COMPENSATION INFORMATION<br />
A. As of May 31, <strong>20</strong>11, the Company has 553,088,000 outstanding common shares. Each<br />
common share shall be entitled to one (1) vote with respect to all matters to be taken up<br />
during the Annual Stockholders’ Meeting.<br />
B. The record date for purposes of determining stockholders entitled to vote in the Annual<br />
Stockholders’ Meeting to be held on July 29, <strong>20</strong>11 is set on July 4, <strong>20</strong>11.<br />
C. In the forthcoming Annual Stockholders’ Meeting, stockholders shall be entitled to elect<br />
eleven (11) members of the Board of Directors. Each stockholder may vote such<br />
number of shares for as many as eleven (11) persons he may choose to be elected from<br />
the list of nominees, or he may cumulate said shares and give one (1) candidate as<br />
many votes as the number of his shares multiplied by eleven (11) shall equal, or he may<br />
distribute them on the same principle among as many candidates as he shall see fit,<br />
provided that the total number of votes cast by him shall not exceed the number of<br />
shares owned by him multiplied by eleven (11).<br />
D. Security Ownership of Beneficial Owners and Management<br />
(1) Security Ownership of Certain Record and Beneficial Owners<br />
As of May 31, <strong>20</strong>11, the Company knows of no one who beneficially owns in<br />
excess of 5% of its common stock except as set forth in the following:<br />
Class<br />
Name and<br />
Address of<br />
Record Owner<br />
and Relationship<br />
with Issuer<br />
Common Stockholder on<br />
record of Issuer:<br />
PCD Nominee<br />
Corporation<br />
G/F Makati Stock<br />
Exchange<br />
Building<br />
6767 Ayala<br />
Avenue, Makati<br />
City (stockholder)<br />
Common Stockholder on<br />
record of Issuer:<br />
Star Equities, Inc.<br />
2/F JTKC Center<br />
2155 Pasong<br />
Tamo, Makati City<br />
Common Stockholder on<br />
Record of Issuer:<br />
Surewell Equities,<br />
Inc.<br />
690-A Quirino<br />
Avenue, Tambo,<br />
Paranaque City<br />
Common Stockholder on<br />
record of Issuer:<br />
JTKC Equities,<br />
Inc.<br />
2/F JTKC Center<br />
2155 Pasong<br />
Tamo, Makati City<br />
3<br />
Name and<br />
Address of<br />
Beneficial Owner<br />
and Relationship<br />
with Record<br />
Number of Per Cent<br />
Owner Citizenship Shares Held<br />
(Please see Note<br />
below)<br />
Filipino 219,998,625 39.1166%<br />
Same as Record<br />
Owner<br />
Same as Record<br />
Owner<br />
Same as Record<br />
Owner<br />
Filipino 158,418,225 28.1674%<br />
Filipino 122,043,900 21.6999%<br />
Filipino 43,428,450 7.7218%
Note: The PCD Nominee Corporation (“PCDNC”) is a wholly-owned subsidiary of the Philippine Central<br />
Depository, Inc. The Beneficial Owners of such shares of the Company registered under the name of<br />
PCDNC are PCD’s Participants who hold the shares in their own behalf or in behalf of their clients. No PCD<br />
Participant currently owns more than five per cent (5%) of the Company’s shares except Fidelity Securities,<br />
Inc., viz:<br />
Class<br />
Common<br />
Name and Address of Owner<br />
and Relationship with Issuer Citizenship<br />
Fidelity Securities, Inc.* Filipino<br />
2/F JTKC Centre<br />
2155 Pasong Tamo, Makati<br />
City<br />
4<br />
Number of<br />
Shares Per cent Held<br />
130,176,995 23.1460%<br />
* Fidelity Securities, Inc. (“Fidelity”) is a registered broker and dealer in securities and holds the shares of the<br />
Company in favor of beneficial owners who hold the shares in their own behalf or on behalf of their respective<br />
clients.<br />
The PCD shares of Fidelity include 62,581,775 shares lodged by JTKC Equities, Inc.; thus, the latter’s total<br />
shareholdings is 106,010,225 representing 18.8490% ownership.<br />
The shares of Star Equities, Inc. and JTKC Equities, Inc. shall be voted by<br />
John Y. Tiu, Jr. The shares of Surewell Equities, Inc. shall be voted by<br />
Bansan C. Choa.<br />
(2) Security Ownership of Management<br />
The following are the shares beneficially-owned by the Directors and Executive<br />
Officers of the Company as of May 31, <strong>20</strong>11:<br />
Number<br />
Nature of<br />
Legal and<br />
Beneficial<br />
Per Cent<br />
Class Name of Beneficial Owner of Shares Ownership Citizenship of Class<br />
Common Bansan C. Choa<br />
778,000<br />
500,000<br />
Direct<br />
Indirect<br />
Filipino<br />
0.13833%<br />
0.08890%<br />
Common Harris Edsel D. Jacildo 316,300 Direct Filipino 0.05624%<br />
Common Armin V. Demetillo 50,100 Direct Filipino 0.00891%<br />
Common Calixto V. Chikiamco 100 Direct Filipino 0.00002%<br />
Common Gilbert C. Gaw 8<strong>20</strong>,695 Direct Filipino 0.14592%<br />
Common Jose Joel Y. Pusta 100 Direct Filipino 0.00002%<br />
Common A. Bayani K. Tan 5<strong>20</strong>,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. 151,290 Direct Filipino 0.02690%<br />
Common Gregorio T. Yu 100 Direct Filipino 0.00002%<br />
Common Bernadette Cindy C. Tiu<br />
140,900<br />
424,500<br />
Direct<br />
Indirect<br />
Filipino<br />
0.02505%<br />
0.07548%<br />
(3) Voting Trust Holders of 5% or More<br />
The Company is not aware of any party which holds any voting trust or any<br />
other similar agreement for 5% or more of the Company’s voting securities.<br />
(4) Changes in Control<br />
Pending Material Legal Proceedings<br />
The Company is not aware of any arrangement that may result in a change in<br />
control of the Company.<br />
Except as disclosed herein, the Company is not aware of any pending legal proceedings involving the<br />
members of its Board of Directors and its Executive Officers material to an evaluation of their ability and<br />
integrity.
Directors, Executive Officers, Promoters and Control Persons<br />
The following are the incumbent Directors and Executive Officers of the Company who serve as such for a<br />
term of one (1) year from the date of their election or until their successors shall have been duly elected and<br />
qualified:<br />
Name Age Position Period Served<br />
Bansan C. Choa 57 Director; Chairman & Chief Executive Officer Aug <strong>20</strong>02 to date<br />
Harris Edsel D. Jacildo 49 Director; President & Chief Operating Officer Aug <strong>20</strong>02 to date<br />
Armin V. Demetillo 42 Director and Chairman, Executive Committee July <strong>20</strong>09 to date<br />
Gregorio T. Yu 52 Independent Director and Chairman, Audit Committee May <strong>20</strong>07 to date<br />
Jose Joel Y. Pusta 58 Independent Director Aug <strong>20</strong>02 to date<br />
Calixto V. Chikiamco 61 Director Aug <strong>20</strong>02 to date<br />
Gilbert C. Gaw 61 Director Aug <strong>20</strong>02 to date<br />
A. Bayani K. Tan 55 Director May <strong>20</strong>07 to date<br />
Ben C. Tiu 59 Director May <strong>20</strong>07 to date<br />
John Y. Tiu, Jr. 34 Director Aug <strong>20</strong>02 to date<br />
Ruben C. Tiu, Jr. 54 Director May <strong>20</strong>07 to date<br />
Nancy Joan M. Javier 43 Corporate Secretary Dec <strong>20</strong>09 to date<br />
Maria Cecilia V. Soria 35 Assistant Corporate Secretary July <strong>20</strong>10 to date<br />
Ma. Elizabeth G. Yao 41 Senior Vice President Aug <strong>20</strong>02 to date<br />
Ronald A. Benito 41 Senior Vice President Nov <strong>20</strong>10 to date<br />
Bernadette Cindy C. Tiu 32 First Vice President & Chief Financial Officer Apr <strong>20</strong>05 to date<br />
Fitzgerald S. Duba 47 Vice President & Compliance Officer Nov <strong>20</strong>07 to date<br />
Edwin H. Monzon 56 Vice President May <strong>20</strong>11 to date<br />
The business experience for at least the last five (5) years of the Company’s incumbent Directors and<br />
Executive Officers, and those who are also nominated for election as members of the Board of Directors for<br />
<strong>20</strong>11 – <strong>20</strong>12, to serve for a period of one (1) year until successors shall have been qualified, follows:<br />
Bansan C. Choa<br />
Mr. Choa has served as Chairman and Chief Executive Officer of the Company since <strong>20</strong>05 and has been a<br />
Director since <strong>20</strong>02. He is involved in various businesses in the manufacturing, construction and property<br />
development sectors. He currently holds the following positions: Chairman, Confed Properties, Inc. (1991 to<br />
date); Chairman, Surewell Equities, Inc. (<strong>20</strong>01 to date); Director, Sterling Bank of Asia, Inc. (<strong>20</strong>07 to date);<br />
Board Member, Professional Regulatory Board of Real Estate Service (<strong>20</strong>10 to date); President, Philippine<br />
Retirement, Inc. (<strong>20</strong>09 to date); Chairman, Six Alps Corporation (1997 to date); Chairman, Lucky Star<br />
Management, Ltd. (Hong Kong) (<strong>20</strong>01 to date); Chairman, Surewell Enterprise Ltd. (Hong Kong) (1998 to<br />
date); Chairman, Surewell Equities (Singapore) Pte. Ltd. (<strong>20</strong>01 to date).<br />
Mr. Choa is a licensed real estate broker (Professional Regulation Commission License No. 00002), appraiser<br />
(Professional Regulation Commission License No. 00002), and real estate consultant (Professional Regulation<br />
Commission License No. 00002). He is a certified public accountant (Professional Regulation Commission<br />
License No. 030924). He is active in the real property development and property management field and has<br />
served and continues to hold board and officer positions in housing and real property development<br />
organizations including the Organization of Socialized Housing Developers as Vice President (<strong>20</strong>01 to <strong>20</strong>08),<br />
President(<strong>20</strong>08 to <strong>20</strong>09) and Board Member (<strong>20</strong>10); Subdivision and Housing Developers Association as First<br />
Vice President (<strong>20</strong>08), Chairman (<strong>20</strong>04) and Board Governor (<strong>20</strong>00 to date). He is also the Chairman of the<br />
Board of Trustees of Kassel Condominium Corporation (<strong>20</strong>01 to date).<br />
He was one of the finalists of the <strong>20</strong>06 Entrepreneur of the Year award of the Ernst & Young global accounting<br />
firm. He is also a member of the Board of Trustees and the treasurer of Kabalikat ng Migranteng Pilipino, Inc.<br />
(KAMPI), a non-stock non-profit organization serving overseas Filipino workers.<br />
Mr. Choa obtained his master in business administration degree from the Ateneo de Manila University<br />
Graduate School of Business in 1985 and his bachelor’s degree in commerce from the De La Salle University<br />
in 1974. He is a certified public accountant (CPA) and a member of the Philippine Institute of Certified Public<br />
Accountants (PICPA). He was connected with the accounting firm of SyCip Gorres Velayo & Co. from 1974 to<br />
1976.<br />
5
Harris Edsel D. Jacildo<br />
Mr. Jacildo joined I-Remit, Inc. as Executive Vice President and Chief Operating Officer in February <strong>20</strong>02. He<br />
has been a Director, President and Chief Operating Officer of the Company since April <strong>20</strong>03. He also<br />
currently holds the following positions: Director, Sterling Bank of Asia, Inc. (A Savings Bank) (<strong>20</strong>07 to date);<br />
Director, Lucky Star Management Ltd. (Hong Kong) (<strong>20</strong>02 to date); Director, Iremit <strong>Global</strong> <strong>Remittance</strong> Ltd.<br />
(United Kingdom) (<strong>20</strong>02 to date); Director, I-Remit Australia Pty Ltd (<strong>20</strong>02 to date).<br />
He is also a Trustee of the Kabalikat ng Migranteng Pilipino, Inc. (KAMPI) (<strong>20</strong>03 to date), a non-stock nonprofit<br />
organization serving overseas Filipino workers and likewise serves as a Director of the Association of<br />
Philippine Private <strong>Remittance</strong> Services, Inc. (APPR<strong>IS</strong>E) (<strong>20</strong>07 to <strong>20</strong>10), an organization of registered nonbank<br />
money remittance companies in the Philippines.<br />
Prior to joining I-Remit, he spent <strong>20</strong> years in the banking industry where he was initially working in the field of<br />
information technology while employed by the Pacific Banking Corporation (1982 – 1991). In 1991, he joined<br />
the remittance division of the Rizal Commercial Banking Corporation (RCBC) where he headed the domestic<br />
marketing unit until <strong>20</strong>05 and was the head of its Asia-Pacific operations until <strong>20</strong>02.<br />
Mr. Jacildo obtained his bachelor of science degree in applied economics from the De La Salle University in<br />
1982. He also completed the basic management program of the Asian Institute of Management in 1991.<br />
Armin V. Demetillo<br />
Mr. Demetillo has served as Director and Chairman of the Executive Committee of I-Remit, Inc. since July 17,<br />
<strong>20</strong>09. He is the Managing Director of Goldleaf Guard Services, Inc. (<strong>20</strong>02 to date); Executive Vice President,<br />
Rapid Security (<strong>20</strong>02 to date); and Vice President, St. Thomas Security Corporation (<strong>20</strong>02 to date). Mr.<br />
Demetillo is the Founding President/Charter President of the Rotary Club of Pasay EDSA, R.I. District 3810.<br />
He also served as a member of the Board of Trustees of the Rotary Street Children Foundation (<strong>20</strong>05 to<br />
<strong>20</strong>07). In <strong>20</strong>05 to <strong>20</strong>06, he assumed the position of Chairman of the Board of Virlanie Foundation, Inc. ( a<br />
street children foundation supported by Princess Caroline of Monaco, which received an award in Europe for<br />
its effort in protecting children’s rights).<br />
Mr. Demetillo obtained his bachelor of arts degree, major in philosophy cum laude from the Saint Joseph<br />
Seminary College in 1990.<br />
Gregorio T. Yu<br />
Mr. Yu was a Director of I-Remit, Inc. from <strong>20</strong>01 to <strong>20</strong>04 and was re-elected as an Independent Director of the<br />
Company on May 18, <strong>20</strong>07. He is currently the Chairman of CATS Automobile Corporation (<strong>20</strong>04 to date);<br />
Chairman of CATS Motors, Inc. (<strong>20</strong>00 to date); Chairman of CATS Asian Cars, Inc. (Mazda Greenhills) (<strong>20</strong>04<br />
to date); Director, Prople BPO, Inc. (formerly Summersault, Inc.) (<strong>20</strong>06 to date); Director and Treasurer of<br />
CMB Partners, Inc. (<strong>20</strong>03 to date); and, President of the Domestic Satellite Corporation of the Philippines<br />
(<strong>20</strong>01 to date). He is also the Vice Chairman of the Board and the Chairman of the Executive Committee<br />
Sterling Bank of Asia, Inc. (<strong>20</strong>06 to date) and Chairman and President of Lucky Star Network<br />
Communications Corporation (1994 to date). He is also concurrently a Director of the following companies:<br />
Ripple E-Business International, Inc. (<strong>20</strong>10 to date); Nexus Technologies, Inc. (<strong>20</strong>01 to date); Jupiter Systems,<br />
Inc. (<strong>20</strong>01 to date); Wordtext Systems, Inc. (<strong>20</strong>01 to date); Yehey, Inc. (<strong>20</strong>01 to date); Philequity Money<br />
Market Fund, Inc. (<strong>20</strong>00 to date); Philequity Fund, Inc. (1994 to date); Philequity PSE Index Fund, Inc. (1999<br />
to date); and, Philequity Dollar Income Fund, Inc. (1999 to date). Mr. Yu is also a Trustee of the Government<br />
Service Insurance System (<strong>20</strong>10 to date). He is also a Board Member of the Ballet Philippines (<strong>20</strong>09 to date)<br />
and Manila Symphony Orchestra (<strong>20</strong>09 to date), and a Trustee of the Xavier School, Inc. (1998 to date) and a<br />
Trustee and the Chairman, Ways and Means Committee of the Xavier School Educational and Trust Fund,<br />
Inc. (1998 to date).<br />
Mr. Yu was formerly the President and Chief Executive Officer of Belle Corporation (1989 – <strong>20</strong>01). He was<br />
also a Director and a Member of the Executive Committee of The International Exchange Bank (1995 – <strong>20</strong>06).<br />
He was also the President of the following organizations: Tagaytay Highlands International Golf Club (1991 –<br />
<strong>20</strong>01); President, The Country Club and Tagaytay Highlands (1995 – <strong>20</strong>01). He was also the President and<br />
Chief Executive Officer of Sinophil Corporation (1993 – <strong>20</strong>01) and Pacific Online Systems Corporation (1994 –<br />
<strong>20</strong>01). He was also the Vice Chairman of Philippine <strong>Global</strong> Communications (1996 – <strong>20</strong>01) and the APC<br />
Group, Inc. (1994 – <strong>20</strong>01). He was also connected with the Chase Manhattan Asia Limited as Director of<br />
Corporate Finance (1988 – 1999) and with The Chase Manhattan Bank, NA Asia Pacific Regional<br />
Headquarters as Vice President – Area Credit. He was also a Second Vice President of the Chase Manhattan<br />
Bank, NA Manila Offshore Banking Unit from 1983 to 1986.<br />
6
Mr. Yu obtained his Master of Business Administration degree from The Wharton School, Graduate of the<br />
University of Pennsylvania in 1983. He obtained his bachelor of arts degree in economics summa cum laude<br />
from the De La Salle University in 1978.<br />
Jose Joel Y. Pusta<br />
Mr. Pusta has been a Director of I-Remit since <strong>20</strong>02. He was a Director and Vice President of Confed<br />
Properties, Inc. (1997 to <strong>20</strong>09). He was also the Corporate Secretary and a Trustee of the Kabalikat ng<br />
Migranteng Pilipino, Inc. (KAMPI) (<strong>20</strong>03 to <strong>20</strong>09) and the President and a Trustee of the Kassel Condominium<br />
Corporation (<strong>20</strong>02 to <strong>20</strong>09).<br />
Mr. Pusta obtained his bachelor of science in commerce degree (majored in accounting) from the University of<br />
San Carlos in Cebu City in 1974. He has also earned units leading to the master in business administration<br />
degree at the Ateneo de Manila University Graduate School of Business from 1985 to 1988. He is a certified<br />
public accountant (CPA) and a member of the Philippine Institute of Certified Public Accountants (PICPA) and<br />
the Institute of Internal Auditors, Philippines.<br />
Calixto V. Chikiamco<br />
Mr. Chikiamco has been a Director of I-Remit since <strong>20</strong>02. He is a former columnist of the Manila Standard and<br />
the Manila Times. He has authored two (2) books: “Reforming the System” (Orange Publications and<br />
Kalikasan Press, 1992) and “Why We Are Who We Are” (Foundation for Economic Freedom, 1998). In <strong>20</strong>01,<br />
he was awarded by the Archdiocese of Manila for the Best Business Column (“Agriculture, Not IT”, Manila<br />
Standard) in the Catholic Mass Media Awards. He is the founder and CEO of Mobilemoco, Inc. ; founder and<br />
president of MRM Studios, Inc., a company involved in mobile entertainment, digital musical services, and ecommerce<br />
(<strong>20</strong>01 to date). He also concurrently holds the following positions: Director, UPCC Securities<br />
(1999 to date); Vice Chairman, CBY, Inc. (1999 to date); Director, Golden Sunrise (1984 to date); Director,<br />
APMC (1985 to date); Director, Foundation for Economic Freedom (1996 to date). He is also involved in<br />
several professional and civic organizations such as the Foundation for Economic Freedom where he is the<br />
President. He is also presently a columnist of Business World and a property rights consultant to the Asia<br />
Foundation. He is a member of the Philippine Internet Commerce Society and the Syracuse University Alumni<br />
Association.<br />
Mr. Chikiamco holds a Master’s degree in Professional Studies in Media Administration from the Syracuse<br />
University (New York, USA). He obtained his bachelor’s degree in economics summa cum laude from the De<br />
La Salle University.<br />
Gilbert C. Gaw<br />
Mr. Gaw has been a Director of I-Remit since <strong>20</strong>02. He is a businessman engaged in steel manufacturing.<br />
He is currently a partner of JPSA <strong>Global</strong> Services (<strong>20</strong>03 to date), and a Director of Treasure Steelworks<br />
Corporation (<strong>20</strong>04 to date) and Zhangzhou Stronghold Steel Works Co., Ltd. (China) (<strong>20</strong>03 to date).<br />
He obtained his bachelor of science degree in electronics and communications engineering from the University<br />
of the East in 1973.<br />
A. Bayani K. Tan<br />
Atty. Tan was the Corporate Secretary of I-Remit from <strong>20</strong>01 until <strong>20</strong>04 and has been a Director since May<br />
<strong>20</strong>07. He is currently a Director and Corporate Secretary of the following reporting companies: First Abacus<br />
Financial Holdings Corporation (1994 to date); Sinophil Corporation (1993 to date); TKC Steel Corporation<br />
(<strong>20</strong>07 to date); Tagaytay Highlands International Golf Club, Inc. (1993 to date); Destiny Financial Plans, Inc.<br />
(<strong>20</strong>03 to date as Director and <strong>20</strong>09 to date as Corporate Secretary).<br />
Mr. Tan has also been the Corporate Secretary and a Director of Sterling Bank of Asia, Inc. (A Savings Bank)<br />
(<strong>20</strong>07 to date); FHE Properties, Inc. (1995 to date); Club Asia, Inc. (1999 to date); HSAI-Raintree, Inc. (1999 to<br />
date); and Job1 <strong>Global</strong>, Inc. (<strong>20</strong>06 to date as Director and <strong>20</strong>09 to date as Corporate Secretary). He is also a<br />
Director of the following private companies: Highlands Gourmet Specialist Corp. (<strong>20</strong>06 to date); Destiny<br />
LendFund, Inc. (<strong>20</strong>05 to date); and City Cane Corporation (1993 to date).<br />
He is the Corporate Secretary of the following companies: Belle Corporation (1994 to date); Pacific Online<br />
Systems Corporation (<strong>20</strong>07 to date); Vantage Equities, Inc. (1993 to date); Yehey! Corporation (1994 to date);<br />
Philequity Fund, Inc. (1997 to date); Philequity Peso Bond Fund, Inc. (<strong>20</strong>00 to date); Philequity Dollar Income<br />
Fund, Inc. (1999 to date); Philequity PSE Index Fund, Inc. (1999 to date); Tagaytay Midlands Golf Club, Inc.<br />
(1997 to date); The Country Club at Tagaytay Highlands, Inc. (1995 to date); The Spa and Lodge at Tagaytay<br />
Highlands, Inc. (1999 to date); Monte Oro Resources & Energy, Inc. (<strong>20</strong>05 to date); E-Business Services, Inc.<br />
7
(<strong>20</strong>01 to date); Hella-Phil., Inc. (1992 to date); JTKC Equities, Inc. (1998 to date); Goodyear Steel Pipe<br />
Corporation (1999 to date); Star Equities Inc. (<strong>20</strong>06 to date); Tera Investments, Inc. (<strong>20</strong>01 to date); Winstone<br />
Industrial Corporation (1998 to date); Winsteel Manufacturing Corporation (1998 to date); JTKC Realty<br />
Corporation (1998 to date); Southern Visayas Property Holdings, Inc. (<strong>20</strong>03 to date); Pan Asean-Multi<br />
Resources Corporation (1998 to date); Union Pacific Ace Industries, Inc. (1998 to date); The Discovery<br />
Leisure Company, Inc. (<strong>20</strong>01 to date); Oakridge Properties, Inc. (1998 to date); Discovery Country Suites, Inc.<br />
(<strong>20</strong>04 to date); JTKC Land, Inc. (<strong>20</strong>03 to date); Donau Deli, Inc. (<strong>20</strong>01 to date); Donau Gourmet, Inc. (<strong>20</strong>07 to<br />
date); Touch Solutions, Inc. (<strong>20</strong>07 to date); Treasure Steelworks Corporation (<strong>20</strong>10 to date) and Karen Marie<br />
L. Ty Foundation, Inc. (1995 to date).<br />
He is a Trustee and the Corporate Secretary of Wellington Dee Ty Foundation, Inc. (<strong>20</strong>04 to date) and Movers<br />
for Renewed Hope (<strong>20</strong>09 to date). He is also a Trustee (<strong>20</strong>04 to date) and currently is the Executive Vice<br />
President of UP Law ’80 Foundation, Inc.<br />
Atty. Tan is also the Managing Partner of the law firm of Tan Venturanza Valdez. He also concurrently holds<br />
the following positions: Managing Director, Shamrock Development Corporation (1998 to date); Managing<br />
Trustee, SC Tan Foundation, Inc. (1986 to date); Chairman & President, Yehey! Money, Inc. (<strong>20</strong>01 to date);<br />
Legal Counsel, Xavier School, Inc. (<strong>20</strong>05 to date); Director and Corporate Secretary of St. Scholastica’s<br />
Hospital-Catarman, Inc. (<strong>20</strong>10 to date).<br />
In the last five years, he has held the following positions: Director, Monte Oro Resources and Energy, Inc.<br />
(<strong>20</strong>05 – <strong>20</strong>08); Director, Philequity Fund, Inc. (1997 – <strong>20</strong>07); Director, Philequity Peso Bond Fund, Inc. (<strong>20</strong>00 –<br />
<strong>20</strong>07); Director, Philequity Dollar Income Fund, Inc. (1999 – <strong>20</strong>07); Director, Philequity PSE Index Fund, Inc.<br />
(1999 – <strong>20</strong>07); Director, APC Group, Inc. (1996 – <strong>20</strong>06); Director, Metro Manila Turf Club, Inc. (1995 – <strong>20</strong>06);<br />
Corporate Secretary, International Exchange Bank (1995 – <strong>20</strong>06).<br />
Atty. Tan holds a Master of Laws degree from New York University, USA (class of 1988). He obtained his<br />
Bachelor of Laws degree from the University of the Philippines in 1980 where he was a member of the Order<br />
of the Purple Feather (the UP College of Law Honor Society) having ranked ninth in his class. Atty. Tan was<br />
admitted to the Philippine Bar in 1981 after placing sixth in the examinations. He also has a Bachelor of Arts<br />
Degree (Majored in Political Science) from San Beda College (class of 1976) from where he graduated class<br />
valedictorian and was awarded the medal for academic excellence.<br />
Ben C. Tiu<br />
Mr. Ben Tiu has been a Director of I-Remit, Inc. since <strong>20</strong>01 and has also served as the Chairman and Chief<br />
Executive Officer of I-Remit, Inc. from <strong>20</strong>01 to <strong>20</strong>04. He is also the Chairman of the Boards of Sterling Bank of<br />
Asia, Inc. (A Savings Bank) (<strong>20</strong>07 to date); TKC Steel Corporation (<strong>20</strong>07 to date); and, The Discovery Leisure<br />
Company (the group behind the Discovery Suites Hotel, The Country Suites at Tagaytay City and Discovery<br />
Shores Boracay) (<strong>20</strong>01 to date). He is the Corporate Nominee in the Philippine Stock Exchange of Fidelity<br />
Securities, Inc. (1998 to date). He is also a Director of Iremit Singapore Pte Ltd (<strong>20</strong>01 to date). He also<br />
concurrently holds the following positions: Chairman, Tera Investments, Inc. (<strong>20</strong>01 to date); President, JTKC<br />
Equities, Inc. (1993 to date); President, Union Pacific Ace Industries, Inc. (1978 to date); President, Britishwire<br />
Industries Corporation (1976 to date); President, Goodway Marketing Corporation (1998 to date); Executive<br />
Vice President, Hotel System Asia, Inc. (1996 to date); Executive Vice President, JTKC Realty Corporation<br />
(1989 to date); 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, Goodyear Steel<br />
Pipe Corporation (1976 to date). Mr. Tiu was also formerly the Vice Chairman of the Board and Chairman of<br />
the Executive Committee of the International Exchange Bank (1995 – <strong>20</strong>06).<br />
He obtained his master in business administration degree from the Ateneo de Manila University Graduate<br />
School of Business in 1977 and his bachelor’s degree in mechanical engineering from the Loyola Marymount<br />
University, USA in 1975.<br />
John Y. Tiu, Jr.<br />
Mr. John Tiu has served as Director of I-Remit since <strong>20</strong>02. He is also presently the Chairman and President<br />
of Tera Investments, Inc. (<strong>20</strong>03 to date); and a Director of Sterling Bank of Asia, Inc. (A Savings Bank) (<strong>20</strong>07<br />
to date). He is also the Director and Treasurer of the following companies: Star Equities Inc. (<strong>20</strong>06 to date);<br />
Touch Solutions, Inc. (<strong>20</strong>01 to date); JTKC Equities, Inc. (<strong>20</strong>03 to date); JTKC Land, Inc. (<strong>20</strong>03 to date); The<br />
Discovery Leisure Company, Inc. (<strong>20</strong>01 to date); Cay Islands Corporation; Palawan Cove Corporation;<br />
Sonoran Corporation; Tofino Corporation; Discovery Country Suites, Inc. (<strong>20</strong>04 to date). He is a Director of<br />
Oakridge Properties, Inc. (<strong>20</strong>03 to date); Enderun Colleges, Inc., JT Perle Corporation; One Cerrada<br />
Corporation; Sagesoft Solutions, Inc.; and, Tokyo Holdings, Inc. He is a Director and President of Southern<br />
Visayas Property Holdings, Inc. (<strong>20</strong>03 to date); Director and First Vice President of JTKC Realty Corporation<br />
(<strong>20</strong>05 to date); and, the President of Fidelity Securities, Inc. (<strong>20</strong>02 to date).<br />
8
Mr. John Tiu obtained his bachelor of science in electrical engineering degree (minor in mathematics) from the<br />
University of Washington, USA in 1998.<br />
Ruben C. Tiu<br />
Mr. Ruben Tiu has served as Director of I-Remit from <strong>20</strong>02 to <strong>20</strong>04 and was reappointed as such on May 18,<br />
<strong>20</strong>07. He currently holds the following positions: Director, Sterling Bank of Asia, Inc. (A Savings Bank) (<strong>20</strong>07<br />
to date); Director, Star Equities Inc. (<strong>20</strong>06 to date); President, JTKC Realty Corporation (1988 to date);<br />
President, Pan-Asean Multi Resources Corporation (1988 to date); President, Aldex Realty Corporation (1988<br />
to date); President, Oakridge Properties, Inc. (1996 to date); Executive Vice President, JTKC Equities, Inc.<br />
(1993 to date).<br />
Mr. Ruben Tiu obtained his bachelor of science in business administration degree from the De La Salle<br />
University in 1976.<br />
Nancy Joan M. Javier<br />
Atty. Javier is the incumbent Corporate Secretary of I-Remit, Inc. She is also the Corporate Secretary of<br />
Jolliville Holdings Corporation (<strong>20</strong>09 to date) and St. Patrick Mining and Development Corporation (<strong>20</strong>09 to<br />
date). She was a Senior Associate of Mayer Brown JSM (formerly Johnson Stokes & Master) in Ho Chi Minh<br />
City, Vietnam (<strong>20</strong>07 to <strong>20</strong>08) and SyCip Salazar Hernandez & Gatmaitan (1995 – <strong>20</strong>07).<br />
She finished her preparatory course in veterinary medicine and obtained her bachelor of science in tourism<br />
degree cum laude degree in 1988 and bachelor of laws degree (Dean’s medalist for academic excellence) in<br />
1995 from the University of the Philippines. She also obtained her master of laws, international law degree<br />
from the University of Michigan Law School in Ann Arbor, Michigan, USA in <strong>20</strong>02. She was admitted to the<br />
Philippine Bar in 1996 and the New York bar in February <strong>20</strong>11 and is a licensed foreign practicing lawyer of<br />
Vietnam, <strong>20</strong>08 – <strong>20</strong>12. She is a Senior Associate of Tan Venturanza Valdez (<strong>20</strong>09 to date).<br />
Maria Cecilia V. Soria<br />
Atty. Soria is the incumbent Assistant Corporate Secretary of I-Remit, Inc. She is also the Assistant Corporate<br />
Secretary of the following companies: Sterling Bank of Asia, Inc.; Jolliville Holdings Corporation; Cibt-Sprott<br />
Shaw Education Consulting (Philippines) Inc.; e-Business Services Inc.; FHE Properties Inc.; Highlands<br />
Gourmet; iRipple, Inc.; Philequity Management, Inc.; and, Tagaytay Midlands Golf Club Inc. She obtained her<br />
bachelor of arts degree in political science and bachelor of laws degree from the University of the Philippines<br />
in 1998 and <strong>20</strong>06 respectively. She is currently an associate of Tan Venturanza Valdez (<strong>20</strong>10 to date). She<br />
was formerly connected with Reyes-Fajardo & Associates (<strong>20</strong>09 – <strong>20</strong>10), SGV & Co. (a member practice of<br />
Ernst & Young) (<strong>20</strong>08 – <strong>20</strong>09), and Medialdea Ata Bello & Guevarra law office (<strong>20</strong>07 – <strong>20</strong>08). She was<br />
admitted into the Philippine bar in May <strong>20</strong>07.<br />
Ma. Elizabeth G. Yao<br />
Ms. Yao joined I-Remit in <strong>20</strong>02 and has since been in charge of its Service and Operations Division. She was<br />
previously an equities sales officer of Belson Securities, Inc. (1997 – <strong>20</strong>02). She was previously connected<br />
with the institutional sales group of Belson PrimeEast Capital (1996 – 1997) and was also a money market<br />
trader of the Security Bank Corporation (1995 – 1996).<br />
She obtained her bachelor’s degree in business administration from the University of the Philippines in 1994.<br />
She also attended the business administration program of the University of New Mexico (USA) from 1988 to<br />
1990.<br />
Ronald A. Benito<br />
Mr. Benito joined I-Remit, Inc. in <strong>20</strong>10 and currently heads the Company’s international treasury unit in charge<br />
of trading its foreign currencies. He was previously connected with ICAP AP (Singapore) as director of new<br />
business initiatives(<strong>20</strong>07-<strong>20</strong>10) and Vice President and Deputy Treasurer of Banco Santander Central<br />
Hispano (<strong>20</strong>01-<strong>20</strong>04)<br />
He obtained his bachelor of arts degree in economics cum laude from the University of Santo Tomas in 1991.<br />
He obtained his master of arts degree in international relations (school of politics) in <strong>20</strong>05 from the University<br />
of Durham, United Kingdom and his master of science degree in economics and international business in <strong>20</strong>07<br />
from City University London.<br />
9
Bernadette Cindy C. Tiu<br />
Ms. Tiu has been the Chief Financial Officer of I-Remit since <strong>20</strong>06. She was previously the Finance Manager<br />
of IRemit <strong>Global</strong> <strong>Remittance</strong> Limited in the United Kingdom (<strong>20</strong>03) and International <strong>Remittance</strong> (Canada) Ltd.<br />
(<strong>20</strong>04), both wholly-owned subsidiaries of the Company. She joined I-Remit, Inc. in Manila in <strong>20</strong>05 as<br />
Treasurer and Corporate Governance Head.<br />
She obtained her bachelor’s degree in business administration (majored in accounting and finance) from the<br />
Boston University School of Management in <strong>20</strong>01.<br />
Fitzgerald S. Duba<br />
Mr. Duba was formerly the Vice President and the head of the Corporate Strategy Division of the Rizal<br />
Commercial Banking Corporation (RCBC) from <strong>20</strong>02 to <strong>20</strong>05, where he was employed for 12 years. He was<br />
also a management consultant in the Management Services Division of SyCip Gorres Velayo & Co (SGV) and<br />
later, the Manila office of Andersen Consulting.<br />
He obtained his bachelor’s degree in industrial engineering from the University of the Philippines in 1987 and<br />
completed the basic banking course of the Asian Institute of Management in 1996. He also completed the<br />
corporate governance seminar of the Bangko Sentral ng Pilipinas (BSP) in <strong>20</strong>00. He is a member of the<br />
Philippine Institute of Industrial Engineers.<br />
Edwin H. Monzon<br />
Mr. Monzon joined I-Remit, Inc. in <strong>20</strong>11 and is currently the head of the <strong>Global</strong> Sales and Marketing Division.<br />
He has extensive consumer products marketing and sales experience having worked with such companies as<br />
Colgate-Palmolive, Warner-Lambert, Tupperware and Quaker Oats. He has also worked with one of the<br />
leading advertising agencies in the country.<br />
He obtained his bachelor of science in business administration degree from the University of the Philippines in<br />
1976.<br />
Nomination of Directors<br />
The Company’s Board of Directors, inclusive both of independent and regular Directors, were nominated by<br />
the Nomination Committee and elected during the annual stockholders’ meeting to serve for a term of one (1)<br />
year until their successors shall have been duly elected and qualified. Based on the By-laws of the Company,<br />
all nominations shall be submitted to the Nomination Committee by any stockholder of record on or before the<br />
30 th of January of each year to allow the Nomination Committee sufficient time to assess and evaluate the<br />
qualifications of the nominees.<br />
The Nomination Committee is responsible for providing the stockholders with an independent and objective<br />
evaluation and assurance that the membership of its Board is competent and will foster its long-term success<br />
and secure its competitiveness. It is likewise responsible for the review and evaluation of the qualifications of<br />
all persons nominated to positions requiring appointment by the Board and the assessment of the Board’s<br />
effectiveness in directing the process of renewing and replacing Board members. The Company’s Nomination<br />
Committee is composed of three (3) members, namely: Messrs. Bansan C. Choa, Armin V. Demetillo,<br />
Gregorio T. Yu (Independent Director), and Ms. Catherine M. Chan (Head, Human Capital Management<br />
Department).<br />
Independent Directors<br />
Pursuant to the principles of good corporate governance, the Company currently has two (2) independent<br />
directors. As used in Section 38 of the Securities Regulation Code (SRC), an independent director is a person<br />
who, apart from his fees and shareholdings, is independent of management and free from any business or<br />
other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of<br />
independent judgment in carrying out his responsibilities as a director of the Company. Each independent<br />
director of the Company shall submit to the Corporate Secretary a letter of confirmation stating that he holds<br />
no interest affiliated with the Company, management or the Company’s substantial shareholders at the time of<br />
his election or appointment and/or re-election as a director.<br />
10
On 10 March <strong>20</strong>11, during its meeting called for that purpose, the Company’s Nomination Committee indorsed<br />
the respective nominations given in favor of Mr. Gregorio T. Yu by Mr. Danilo C. Belleza, Jr. and Mr. Jose Joel<br />
Y. Pusta by Mr. Armando S. Dizon. Except as co-stockholders of the Company, the nominees Messrs. Yu and<br />
Pusta are not related to the respective persons nominating them, Mr. Belleza and Mr. Dizon, respectively.<br />
Copies of the certifications of qualifications of independent directors are attached as Annexes “B” and “B-1”.<br />
Significant Employees<br />
The Company has no significant employees.<br />
Family Relationships among Directors<br />
Messrs. Ben C. Tiu, Ruben C. Tiu and John Y. Tiu, Jr. are siblings.<br />
Involvement in Certain Legal Proceedings<br />
As a result of the delay in the delivery of the facilities of the Universal Leisure Club, Inc. (ULCI), some of its<br />
members have initiated legal actions against ULCI, the Universal Rightfield Property Holdings, Inc. (URPHI)<br />
and the Universal Leisure Corp. (ULCorp), as well as their respective incumbent and former officers and<br />
directors, including their former Corporate Secretary, A. Bayani K. Tan. The cases filed include:<br />
i. Civil actions for breach of contract, specific performance, quieting of title and<br />
reimbursement, damages with request for receivership and preliminary attachment (Civil<br />
Case Nos. MC03-075, MC03-077, and MC04-082) before the RTC of Mandaluyong City,<br />
which cases have been settled and the RTC Mandaluyong has, on 08 February <strong>20</strong>06,<br />
promulgated a Joint Decision approving the Settlement Agreement, Supplemental<br />
Agreement, and Second Supplemental Agreement re: Civil Case Nos. MC03-077 and<br />
MC04-082. RTC Mandaluyong, noting the settlement of Civil Case Nos. MC03-077 and<br />
MC04-082, likewise issued an Order dated 18 May <strong>20</strong>06 re: Civil Case No. MC-075<br />
holding that the aforementioned settlement agreement likewise puts an end to Civil Case<br />
No. MC03-075, as it involves substantially similar factual antecedents, and holding<br />
further that the complaint and counterclaims of the parties are withdrawn with prejudice.<br />
While the main cases have been settled, a group of ULCI members who were not<br />
included in the settlement and are not in favor of its terms have initiated suit to nullify the<br />
same. RTC Mandaluyong has rejected such moves to assail the settlement, prompting<br />
said group to elevate their complaint to the Court of Appeals. The Court of Appeals<br />
partially granted the group’s prayer and revived the writs of attachment and garnishment<br />
but only to such extent as to cover the remaining claims. Respondents filed a timely<br />
petition with the Supreme Court, where it is currently pending.<br />
ii. A Complaint for Estafa (docketed as I.S. No. 08-K-19713) filed before the City<br />
Prosecutor of Manila. A Counter-Affidavit has already been filed before the City<br />
Prosecutor seeking to dismiss the Complaint for lack of cause of action.<br />
Except as provided above, the Company is not aware of any of the following events wherein any of its<br />
directors, executive officers, nominees for election as director, executive officers, underwriter or control<br />
persons were involved during the past five (5) years up to the latest date.<br />
(1) Any bankruptcy petition filed by or against any business of which any of the above<br />
persons was a general partner or executive officer either at the time of the bankruptcy<br />
or within two years prior to that time;<br />
(2) Any order or judgment, or decree, not subsequently reversed, suspended or vacated, by<br />
any court of competent jurisdiction, domestic or foreign, permanently or temporarily<br />
enjoining, barring, suspending or otherwise limiting the involvement of any of the above<br />
persons in any type of business, securities, commodities or banking activities; and<br />
(3) Any findings by a domestic or foreign court of competent jurisdiction (in civil action), the<br />
<strong>SEC</strong> or comparable foreign body, or a domestic or foreign exchange or electronic<br />
marketplace or self-regulatory organization, that any of the above persons has violated<br />
a securities or commodities law, and the judgment has not been reversed, suspended,<br />
or vacated.<br />
11
The Company and its major subsidiaries and associates are not involved in, nor are any of their properties<br />
subject to, any material legal proceedings that could potentially affect their operations and financial<br />
capabilities.<br />
Certain Relationships and Related Party Transactions<br />
In the ordinary course of business, the Company engages in transactions with its subsidiaries and associates<br />
consisting of delivery of services for a fee.<br />
The Company, as Lessor, entered into four (4) Lease Agreements covering its occupancy of its offices at the<br />
25th, 26th and 27th floors of the 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 the Discovery Leisure<br />
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 the Sterling Bank of Asia, Inc. (A Thrift Bank). In <strong>20</strong>10 and<br />
<strong>20</strong>09, the Company funded its retirement plan amounting to PHP 5.2 million and PHP 4.8 million, respectively,<br />
from accounts maintained with Sterling Bank of Asia. The bank’s majority shareholders are JTKC Equities,<br />
Inc., Surewell Equities, Inc. and Star Equities Inc.<br />
In the normal course of doing business, there were occasions when the stockholders would be advancing<br />
funds for working capital requirements of the Company. Reciprocally, there would also be occasions when the<br />
Company would have excess funds and would employ these to advance funds to some of its affiliates, payable<br />
on demand. In prior years, advances were made to foreign offices which, as these still in the process of<br />
starting their commercial operations, were then owned by the stockholders or associates or companies owned<br />
by the stockholders. The funds were then used either as working capital, to maintain cash balances in bank<br />
accounts of for provision of cash bonds. Presently, these foreign offices are either subsidiaries or affiliates of<br />
the Company.<br />
Further to the Company’s usual course of business, it also advances funds to its subsidiaries, associates, and<br />
affiliates. These are accounts receivable from subsidiaries, associates, and affiliates pertaining to remittance<br />
transactions. These also consist of advances made to subsidiaries, associates, and affiliates for working<br />
capital to maintain cash balances in bank accounts and to cover other financial and operating requirements.<br />
The receivables are usually settled on the next banking day. On the other hand, advances made to cover<br />
financial and operating requirements are due on demand.<br />
The law firm of Tan Venturanza Valdez is among the firms engaged by the Company to render legal services.<br />
Atty. A. Bayani K. Tan, a Director of the Company, is a managing partner of this firm while Atty. Nancy Joan M.<br />
Javier, the current Corporate Secretary, and Atty. Ma. Cecilia V. Soria, Assistant Corporate Secretary are<br />
senior associate and associate, respectively. During the year, the Company paid Tan Venturanza Valdez<br />
certain legal fees that the Company believes to be reasonable for the services rendered.<br />
Disagreement with Director<br />
None of the Directors have resigned or have declined to stand for re-election to the Board of Directors since<br />
the date of the last annual meeting of the stock holders because of a disagreement with the Company on any<br />
matter relating to the Company’s operations, policies, or practices.<br />
12
Compensation of Directors and Executive Officers<br />
The following table summarizes the aggregate compensation paid or which has accrued during the last two (2)<br />
calendar years and to be paid in the ensuing calendar year to the Company’s Chief Executive Officer and four<br />
(4) other most highly compensated officers:<br />
Year Name Position Aggregate Compensation<br />
Bansan C. Choa Chairman & CEO<br />
<strong>20</strong>11<br />
(Estimate)<br />
<strong>20</strong>10<br />
(Actual)<br />
<strong>20</strong>09<br />
(Actual)<br />
Harris E. D. Jacildo President & COO<br />
Ma. Elizabeth G. Yao SVP<br />
Ronald A. Benito SVP<br />
Bernadette Cindy C. Tiu FVP & CFO<br />
13<br />
9,351,421.64<br />
All other officers and directors as a group unnamed 10,444,171.05<br />
Bansan C. Choa Chairman & CEO<br />
Harris E. D. Jacildo President & COO<br />
Ma. Elizabeth G. Yao SVP<br />
8,658,723.75<br />
Ronald A. Benito SVP<br />
Bernadette Cindy C. Tiu FVP & CFO<br />
All other officers and directors as a group unnamed 9,593,788.01<br />
Bansan C. Choa Chairman & CEO<br />
Harris E. D. Jacildo President & COO<br />
Ma. Elizabeth G. Yao SVP<br />
7,799,458.36<br />
Bernadette Cindy C. Tiu FVP & CFO<br />
Ronald C. Santos FVP<br />
All other officers and directors as a group unnamed 7,721,889.54<br />
The Company’s Directors have not received any form of compensation from inception up to the present other<br />
than a per diem for each meeting attended. There is no employment contract between the Company and the<br />
above-named executive officers or current executive officers. In addition, except as provided below, there are<br />
no compensatory plans or arrangements with respect to the named executive officers that resulted in or will<br />
result from the resignation, retirement or termination of such executive director or from a change-in-control in<br />
the Company.<br />
On July <strong>20</strong>, <strong>20</strong>07, the Company’s Board of Directors approved a proposal to set up a Special Stock Purchase<br />
Program (“SSPP”) of 15,000,000 shares for the employees of the Company who have been in service for at<br />
least one (1) calendar year as of June 30, <strong>20</strong>07 as well as members of the Board, resource persons and<br />
consultants of the Company (collectively referred to as the “Participants”). A Notice of Exemption under<br />
Section 10.2 of the Securities Regulation Code was filed with the <strong>SEC</strong> on September 13, <strong>20</strong>07.<br />
Notwithstanding the aforesaid confirmation by the <strong>SEC</strong> of the exempt status of the SSPP shares, the <strong>SEC</strong><br />
nonetheless required the Company to include the SSPP shares among the shares of the Company which were<br />
registered with the <strong>SEC</strong> prior to the conduct of its initial public offering on October 17, <strong>20</strong>07. The registration<br />
of the Company shares, together with the SSPP shares, was rendered effective on October 5, <strong>20</strong>07.<br />
All 15,000,000 shares were exercised. The shares subject to the SSPP were sold at par value or PHP1.00 per<br />
share. Total shares amounting to PHP11.74 million were paid in full, while the difference totaling PHP3.26<br />
million were paid by way of salary loan. The shares acquired through the SSPP were subject to a lock-up<br />
period of two (2) years from the date of issue, which ended on September 19, <strong>20</strong>09.<br />
The sale was further subject to the condition that should the officer or employee resign from the Company<br />
prior to the expiration of the lock-up period, the shares purchased by such resigning employee or officer shall<br />
be purchased at cost by the Company as Treasury stock. As of December 31, <strong>20</strong>09, twenty four (24)<br />
employees resigned and their shares totaling 808,100 were bought back by the Company.<br />
As approved by the Company’s Board, the fair value of the shares issued under the SSPP was measured at<br />
the grant date using the price-earnings multiple model, taking into account the terms and conditions upon<br />
which the shares were granted. The fair value at grant date was PHP1.33 per share. This transaction also<br />
resulted in an increase in equity by PHP1.53 million, PHP2.16 million and PHP1.00 million recognized as<br />
“Share-based payment’ under equity in <strong>20</strong>09, <strong>20</strong>08 and <strong>20</strong>07 respectively.<br />
On September 19, <strong>20</strong>09, which was the end of the lock-up period, the 808,100 shares bought back at cost<br />
were transferred to the Company’s retirement fund upon reimbursement of the PHP0.81 million paid by the<br />
Company for those shares.
The expense arising from the share-based payment plan is recognized over the two-year lock-up period. The<br />
expense recognized under Salaries, Wages, and Employee Benefits in the statements of income amounted to<br />
PHP1.53 million in <strong>20</strong>09, PHP2.16 million in <strong>20</strong>08, and PHP1.00 million in <strong>20</strong>07.<br />
Independent Public Accountants<br />
The accounting firm of SyCip Gorres Velayo & Co. (“SGV”) will be nominated and recommended to security<br />
holders for appointment as External Auditors for the period <strong>20</strong>11 – <strong>20</strong>12. Representatives of SGV are<br />
expected to be present in the Annual Shareholders’ Meeting to respond to appropriate questions and to make<br />
a statement if they so desire. In compliance with SRC Rule 68(3)(b)(iv) as amended on the rotation of<br />
External Auditors, the audit of the financial statements of the Company was handled and certified by the<br />
engagement partner, Ms. Josephine Adrienne A. Abarca, effective calendar year <strong>20</strong>10.<br />
The Company’s Board of Directors reviews and approves the engagement of the Company’s external auditors,<br />
who are appointed upon the recommendation of the Audit Committee. The Audit Committee is composed of<br />
the following: Mr. Gregorio T. Yu (Independent Director) as Chairman, and Messrs. Bansan C. Choa, John Y.<br />
Tiu, Jr. and Harris E. D. Jacildo as Members.<br />
Engagement agreements are executed for every type of engagement which provides for the scope of work,<br />
timetable, fees, engagement team, etc. for each project.<br />
The audit and audit-related fees paid by the Company in the last two (2) years are as follows:<br />
Fees <strong>20</strong>10 <strong>20</strong>09<br />
A. Audit and Audit-Related Fees<br />
1. Audit of the Registrant’s annual financial statements or services that<br />
are normally provided by the external auditor in connection with the<br />
statutory and regulatory filings or engagements<br />
2. Other assurance and related services by the external auditor that are<br />
reasonably related to the performance of the audit or review of the<br />
Registrant’s financial statements<br />
14<br />
PHP605,000.00<br />
(exclusive of VAT)<br />
PHP 600,000.00<br />
(exclusive of VAT)<br />
--- ---<br />
B. Tax Fees --- ---<br />
C. All Other Fees --- ---<br />
Compensation Plans<br />
As described above, the Company has the SSPP or a stock option plan covering the employees of the<br />
Company who have been in service for at least one (1) calendar year as of June 30, <strong>20</strong>07 as well as members<br />
of the Board, resource persons and consultants of the Company. A total of 15,000,000 shares of the<br />
Company, at a par value of PHP1.00 per share, were allocated under the SSPP.<br />
<strong>IS</strong>SUANCE AND EXCHANGE OF <strong>SEC</strong>URITIES<br />
Authorization or issuance of Securities other than for Exchange<br />
On June 17, <strong>20</strong>11, the Board of Directors authorized the declaration of 55,308,800 common shares stock<br />
dividend, with a par value of PHP1.00 per share or an aggregate par value of PHP 55,308,800.00, out of the<br />
unrestricted retained earnings of the Company as of December 31, <strong>20</strong>10. The stock dividend, which is<br />
equivalent to 10% of the issued and outstanding shares of the Company, will be taken from the unissued<br />
capital stock of the Company, and will be submitted to the Securities and Exchange Commission for approval.<br />
Pursuant to the provisions of the Corporation Code, the aforementioned stock dividend declaration will be<br />
submitted for stockholders’ approval during their annual meeting on July 29, <strong>20</strong>11.
OTHER MATTERS<br />
Action with Respect to Reports<br />
The Company will seek the stockholders’ approval of the Minutes of the <strong>20</strong>10 Stockholders’ Meeting during<br />
which the following were taken up: (i) Call to Order; (ii) Certification of Notice and Quorum; (iii) Approval of the<br />
Minutes of the Previous Stockholders’ Meeting; (iv) President’s Report and <strong>20</strong>10 Financial Statements; (v)<br />
Ratification of All Acts and Resolutions of the Board of Directors, Officers and Management of the Company;<br />
(vi) Election of Directors; (vii) Appointment of SGV & Co. as External Auditors; and (viii) Approval of the<br />
Declaration of Stock Dividend.<br />
Management reports will be submitted for approval by the stockholders at the meeting. Approval of the reports<br />
will constitute approval and ratification of the acts of Management for the past year.<br />
Acts of the Board of Directors<br />
The items covered with respect to the ratification of the acts of the Board of Directors and officers for the past<br />
year up to the date of the meeting are those items entered into in the ordinary course of business, such as, but<br />
not limited to: the opening of bank accounts and designation of bank signatories; the availment of credit and<br />
banking facilities and approvals concerning daily operations in the Company’s foreign offices.<br />
The minutes of the Annual Stockholder’s meeting held on July 23, <strong>20</strong>10 and the relevant resolutions approved<br />
by the Board of Directors for ratification by the stockholders are attached as Annexes “E” and “F”.<br />
Voting Procedures<br />
(a) Actions to be taken at the Annual Stockholders’ Meeting shall require the vote of the<br />
stockholders representing at least a majority of the Company’s outstanding capital<br />
stock.<br />
(b) The approval of the declaration of stock dividend shall require the affirmative vote of<br />
stockholders representing at least two-thirds of the issued and outstanding capital stock<br />
of the Company.<br />
(c) Three (3) inspectors shall be appointed by the Board of Directors before or at each<br />
meeting of the stockholders, at which an election of directors shall take place; if no such<br />
appointment shall have been made or if the inspectors appointed by the Board of<br />
Directors refuse to act or fail to attend then the appointment shall be made by the<br />
presiding officer of the meeting.<br />
(d) Stockholders may vote at all meetings either in person or by proxy duly given in writing<br />
in favor of any person of their confidence and each stockholder shall be entitled to one<br />
vote for each share of stock standing in his name in the books of the Corporation;<br />
provided, however, that in the election of Directors, each stockholder shall be entitled to<br />
cumulate his votes in the manner provided for by law.<br />
(e) The By-Laws of the Company is silent as to the method by which votes are to be<br />
counted. In practice, however, the same is done by the raising of hands or viva voce.<br />
(f) With respect to the election of eleven (11) directors, each stockholder may vote such<br />
number of shares for as many as eleven (11) persons he may choose to be elected<br />
from the list of nominees, or he may cumulate said shares and give one (1) candidate<br />
as many votes as the number of his shares multiplied by eleven (11) shall equal, or he<br />
may distribute them on the same principle among as many candidates as he shall see<br />
fit, provided that the total number of votes cast by him shall not exceed the number of<br />
shares owned by him multiplied by eleven (11).<br />
(g) Upon confirmation by the inspectors that there is a mathematical impossibility for certain<br />
nominees to be elected into office based on proxies held and votes present or<br />
represented in the meeting, the actual casting and counting of votes for the election of<br />
Directors may be dispensed with.<br />
(h) Counting of the votes will be done by the Corporate Secretary with the assistance of the<br />
external auditors and the Company's stock transfer agent.<br />
Items 10, 11, 12, 13, 14, 16, 17 and 18 are not responded to in this report, the Company having no intention to<br />
take any action with respect to the information required therein.<br />
15
Business and General Information<br />
I-REMIT, INC.<br />
I-Remit, Inc. (“I-Remit”, “Parent Company”, or “Company”) is a company in the Philippines engaged in the<br />
business of servicing the remittance needs of overseas Filipino workers (“OFWs”) and other migrant workers.<br />
The Parent Company was duly registered with the Securities and Exchange Commission (“<strong>SEC</strong>”) on March 5,<br />
<strong>20</strong>01 with <strong>SEC</strong> Registration No. A<strong>20</strong>0101631. It started commercial operations on November 11, <strong>20</strong>01.<br />
The Parent Company and its subsidiaries (“Group”) are primarily engaged in the business of fund transfer and<br />
remittance services, from abroad into the Philippines or otherwise, of any form or kind of currencies or monies,<br />
either by electronic, telegraphic, wire or any other mode of transfer; as well as the delivery of such funds or<br />
monies, both in the domestic and international market, by providing courier or freight forwarding services; and<br />
conducting foreign exchange transactions as may be provided by law and other allied activities relative<br />
thereto; provided that the foreign exchange transactions of the Parent Company shall be limited to ordinary<br />
money changing activity or “spot” foreign currency transaction; provided further that the Parent Company shall<br />
not engage in the business of being a commodity future broker or otherwise shall engage in financial<br />
derivatives activities such as foreign currency swaps, forwards, options or other similar instruments as defined<br />
under Bangko Sentral ng Pilipinas (“BSP”) Circular No. 102, Series of 1995.<br />
The Parent Company is duly registered as a <strong>Remittance</strong> Agent subject to applicable provisions of law and<br />
BSP rules and regulations, as well as the provisions of the Anti-Money Laundering Act of <strong>20</strong>01 (Republic Act.<br />
No. 9160, as amended by Republic Act No. 9194) and its implementing rules and regulations, with Certificate<br />
No. FX-<strong>20</strong>05-000364 issued by the BSP on May 10, <strong>20</strong>05.<br />
The Parent Company’s list of services also includes auxiliary services such as liaising and coordinating with,<br />
and accepting and distributing membership contributions, loan amortization payments, and premium payments<br />
to various government and non-government entities such as the Social Security System, the Home<br />
Development Mutual Fund, the Philippine Retirement Authority and the Philippine Health Insurance<br />
Corporation, as well as various insurance, pre-need and real estate companies.<br />
The registered office and principal place of business of the Parent Company is 26/F Discovery Centre, ADB<br />
Avenue, Ortigas Center, Pasig City, 1605 Metro Manila, Philippines.<br />
The Company also operates in various countries through subsidiaries, associates, or affiliates, and via tie-ups<br />
and strategic partnerships. Tie-up and partnership arrangements are utilized when the potential volume of<br />
remittances do not justify the investment of equity.<br />
The Company currently operates in 27 countries and territories worldwide.<br />
The Company’s presence in various countries hosting OFWs and Filipino migrants and several strategic<br />
partnerships and tie-ups with various local and international banks, pawnshops, couriers, and<br />
telecommunications companies makes it the largest independent local remittance company.<br />
The Company’s subsidiaries are as follows:<br />
International <strong>Remittance</strong> (Canada) Ltd., a wholly-owned subsidiary, was incorporated on July 16, <strong>20</strong>01. It<br />
started initially as a tie-up and partner of I-Remit, establishing its operations in three (3) major provinces in<br />
Canada, namely: British Columbia, Alberta and Ontario. In <strong>20</strong>05, I-Remit acquired 65% ownership in the<br />
company that subsequently increased to 95% in <strong>20</strong>06, and eventually consolidated to 100% on June 29, <strong>20</strong>07.<br />
International <strong>Remittance</strong> (Canada) Ltd. has seven (7) offices in Canada: two (2) in British Columbia; three (3)<br />
in Ontario; and two (2) in Alberta. The Filipino community is the third largest minority group in Canada. There<br />
are 350,000 Filipino migrant families and about 500,000 Filipinos in Canada mostly in Toronto, Montreal, and<br />
Vancouver. However, the Commission on Filipinos Overseas in its Stock Estimate of Overseas Filipinos<br />
(December <strong>20</strong>09) estimates that there are 639,686 Filipinos in the country.<br />
I-Remit Australia Pty Ltd, a wholly-owned subsidiary, is a company organized under the Australian<br />
Corporations Act <strong>20</strong>01 and registered with the Australian Securities and Investments Commission with<br />
Australian Company Number 103 107 982. It was incorporated on December 10, <strong>20</strong>02 in Victoria, Australia<br />
and as of June 29, <strong>20</strong>07, the Company’s ownership in I-Remit Australia has been consolidated to 100%. It<br />
has no regular employees and has not engaged, since incorporation, in any material activities other than those<br />
related to the maintenance of a bank account with ANZ Bank (Australia and New Zealand Banking Group<br />
Limited) where I-Remit’s subsidiary and tie-ups in Australia deposit the remittances that they receive for<br />
purpose of eventually transferring the accumulated balance to I-Remit’s bank account in the Philippines.<br />
17
IREMIT EUROPE <strong>Remittance</strong> Consulting AG (74.9% owned) was incorporated on July <strong>20</strong>, <strong>20</strong>05 in Vienna,<br />
Austria. It started commercial operations on September 16, <strong>20</strong>07. There are about 30,000 Filipinos in Austria.<br />
In November <strong>20</strong>09, IREMIT EUROPE <strong>Remittance</strong> Consulting AG was registered by Banca D’Italia<br />
Eurosistema in the general list of financial intermediaries as a provider of money transfer services under<br />
Article 106 of the legislative decree 385/1993 of Italy’s Banking Law. On April 18, <strong>20</strong>10, it opened a branch in<br />
Rome. On August 1, <strong>20</strong>10, it opened its second branch in Milan. Italy is the second most popular destination<br />
of overseas Filipino workers in Europe. Numbering about <strong>20</strong>0,000, the vast majority of Filipinos work in the<br />
domestic service sector while there are also a number employed in the nursing field and other skilled and<br />
semi-skilled occupational groups.<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> Limited, a wholly-owned subsidiary, is a private limited company in the United<br />
Kingdom and Wales that was incorporated on June 22, <strong>20</strong>01. It is registered with The Registrar of Companies<br />
for England and Wales, Companies House with Company Number 04239974. It started commercial operations<br />
in July <strong>20</strong>01. Initially, the Company had a 96% equity interest in the IRemit <strong>Global</strong> <strong>Remittance</strong> Limited until it<br />
was sold on January 18, <strong>20</strong>04. I-Remit repurchased it on June 29, <strong>20</strong>07 and acquired 100% ownership<br />
interest. Filipinos are the fourth largest source of immigrants to the United Kingdom. There were<br />
approximately <strong>20</strong>0,000 Filipinos living and working in the United Kingdom as nurses, caregivers in public and<br />
private nursing homes, medical professionals and chambermaids.<br />
I-Remit New Zealand Limited, a wholly-owned subsidiary was incorporated on September 11, <strong>20</strong>07. Its<br />
registration was approved by the New Zealand Ministry of Economic Development last September 11, <strong>20</strong>07. It<br />
is registered with the Registrar of Companies of New Zealand, Companies Office with Company Number<br />
1984331. The company started operating commercially on February 13, <strong>20</strong>08. There are over <strong>20</strong>,000 Filipinos<br />
in New Zealand.<br />
Lucky Star Management Limited, a wholly-owned subsidiary, was incorporated on March 16, <strong>20</strong>01 as a limited<br />
liability company under the Companies Ordinance of Hong Kong whose principal activity is the provision of<br />
remittance services. It is registered with the Companies Registry with Company Number 750525. It was the<br />
first international branch of I-Remit and, to date, it has four (4) branches in Hong Kong: two (2) at the Central<br />
District, one (1) at the Admiralty, and one (1) in Tsuen Wan. Hong Kong is one of the top destinations of landbased<br />
OFWs in Asia. There are on average around 140,000 Filipinos in Hong Kong, most of whom find work<br />
as domestic household helpers.<br />
Power Star Asia Group Limited, a wholly-owned subsidiary, was incorporated on April 28, <strong>20</strong>08 under the<br />
Companies Ordinance of Hong Kong. It is engaged in foreign exchange trading activities. It was acquired by<br />
I-Remit on November 12, <strong>20</strong>08 with the purchase of its 1,000,000 outstanding shares for a total consideration<br />
of HKD1,000,000 with the intention of outsourcing some of the Parent Company’s foreign exchange activities<br />
to a company located in one of the regional financial centers in Asia. It is registered with the Companies<br />
Registry with Company Number 1232132.<br />
Worldwide Exchange Pty Ltd (consisting of direct voting interest of 70% and indirect voting interest through I-<br />
Remit Australia Pty Ltd of 30%) was incorporated on September 29, <strong>20</strong>03 in Queensland, Australia. It is duly<br />
registered with the Australian Securities and Investments Commission in Queensland, Australia with Australian<br />
Company Registration Number 106493047. It started commercial operations in September <strong>20</strong>02. It currently<br />
has two (2) branches located in Blacktown and in Perth, Western Australia. The Filipino-Australian community<br />
is composed of approximately <strong>20</strong>0,000 immigrants, many of whom moved to Australia from the Philippines in<br />
the early 1980’s.<br />
The Company’s associates are as follows:<br />
IRemit Singapore Pte Ltd (49% owned) is a private limited company incorporated in Singapore whose principal<br />
business activity is to carry on the business of money remittance services. It was incorporated on May 11,<br />
<strong>20</strong>01 and started commercial operations in October <strong>20</strong>01. It is duly registered with the Registrar of<br />
Companies and Businesses Singapore, Accounting and Corporate Regulatory Authority with Company<br />
Number <strong>20</strong>0103087H. There are about 136,000 Filipinos in Singapore who work as household workers,<br />
medical workers, IT professionals, and construction workers.<br />
Hwa Kung Hong & Co. Ltd. (49% owned) is a company engaged in the remittance business in Taiwan. It has<br />
offices in Taipei and Kaohsiung. It has Taipei City Business Number 00078598-2 and Business Enterprise<br />
(For Profit) Unified Number 14033431. On January 9, <strong>20</strong>09, the Board of I-Remit authorized the acquisition of<br />
up to 49% of the outstanding capital stock of Hwa Kung Hong & Co. Ltd. The acquisition of the shares was<br />
completed on July 1, <strong>20</strong>09.<br />
18
Properties<br />
I-Remit and its subsidiaries do not own any real estate properties. I-Remit is leasing its headquarters located<br />
at the 25 th , 26 th and 27 th floors of the Discovery Centre, a condominium office and residential building located<br />
at 25 ADB Avenue, Ortigas Center, Pasig City from Oakridge Properties, Inc. In addition, certain departments<br />
of the Company are holding office at the 8 th floor of the Wynsum Corporate Plaza, a condominium office<br />
building located at 22 F. Ortigas Jr. Road (formerly Emerald Avenue), Ortigas Center, Pasig City.<br />
Current Rent<br />
per Month<br />
Contract Period<br />
exclusive of Term<br />
Unit & Location Address Area (sqm) VAT (PHP) (years) Start End<br />
Unit 2503, 25/F 25 ADB Avenue, Ortigas 199.70 89,865.00 3 Feb. 1, <strong>20</strong>07 Jan. 31,<br />
Discovery Centre Center, Pasig City<br />
<strong>20</strong>10<br />
119,610.32 2 Feb. 1, <strong>20</strong>10 Jan. 31,<br />
<strong>20</strong>12<br />
Unit 2603, 26/F 25 ADB Avenue, Ortigas 199.70 131,802.00 2 Dec. 1, <strong>20</strong>09 Nov. 30,<br />
Discovery Centre Center, Pasig City<br />
<strong>20</strong>11<br />
Unit 2604 & 2605, 25 ADB Avenue, Ortigas 551.80 377,238.07 2 Dec. 1, <strong>20</strong>09 Nov. 30,<br />
26/F Discovery<br />
Centre<br />
Center, Pasig City<br />
<strong>20</strong>11<br />
Unit 2703, 27/F 25 ADB Avenue, Ortigas 199.70 106,3<strong>20</strong>.28 2 Feb. 1, <strong>20</strong>09 Jan. 31,<br />
Discovery Centre Center, Pasig City<br />
<strong>20</strong>11<br />
121,817.00 2 Feb. 1, <strong>20</strong>11 Jan. 31,<br />
<strong>20</strong>13<br />
8/F Wynsum<br />
22 F. Ortigas Jr. Road, 287.00 115,762.50 2 Sep. 1, <strong>20</strong>08 Aug. 31,<br />
Corporate Plaza Ortigas Center, Pasig City<br />
<strong>20</strong>10<br />
175,350.00 2 Sep. 1, <strong>20</strong>10 Aug. 31,<br />
<strong>20</strong>12<br />
Five (5) parking 22 F. Ortigas Jr. Road,<br />
--- <strong>20</strong>,258.45 2 Sep. 1, <strong>20</strong>08 Aug. 31,<br />
spaces, Wynsum<br />
Corporate Plaza<br />
Ortigas Center, Pasig City<br />
<strong>20</strong>10<br />
17,500.00 2 Sep. 1, <strong>20</strong>10 Aug. 31,<br />
<strong>20</strong>12<br />
The Company has no plans or intention to acquire real properties in the next twelve (12) months.<br />
Legal Proceedings<br />
The Company and its subsidiaries, affiliates and associates are not involved in, nor are any of their properties<br />
subject to, any material legal proceedings that could potentially affect their operations and financial<br />
capabilities.<br />
Market for Issuer’s Common Equity and Related Stockholder Matters<br />
The common shares of the Company were listed in the Philippine Stock Exchange (PSE) beginning October<br />
17, <strong>20</strong>07.<br />
Quarter end stock price ranges for <strong>20</strong>08, <strong>20</strong>09 and <strong>20</strong>10 are as follows:<br />
Quarter Ending Date High Low Close<br />
March 31, <strong>20</strong>08 PHP 4.70 PHP 3.00 PHP 3.55<br />
June 30, <strong>20</strong>08 PHP 3.55 PHP 2.50 PHP 3.00<br />
September 30, <strong>20</strong>08 PHP 4.70 PHP 2.55 PHP 4.30<br />
December 31, <strong>20</strong>08 PHP 5.00 PHP 3.25 PHP 4.95<br />
March 31, <strong>20</strong>09 PHP 4.80 PHP 3.70 PHP 4.45<br />
June 30, <strong>20</strong>09 PHP 4.65 PHP 4.00 PHP 4.10<br />
September 30, <strong>20</strong>09 PHP 4.60 PHP 3.85 PHP 4.00<br />
December 31, <strong>20</strong>09 PHP 7.00 PHP 3.70 PHP 6.10<br />
March 31, <strong>20</strong>10 PHP 6.<strong>20</strong> PHP 4.70 PHP 4.85<br />
June 30, <strong>20</strong>10 PHP 5.00 PHP 4.25 PHP 4.40<br />
September 30, <strong>20</strong>10 PHP 4.85 PHP 3.44 PHP 4.00<br />
December 31, <strong>20</strong>10 PHP 4.08 PHP 3.<strong>20</strong> PHP 3.34<br />
The stock prices at June 24, <strong>20</strong>11 were: PHP 3.00 (High); PHP 3.00 (Low); PHP 3.00 (Close).<br />
19
Holders<br />
There were sixteen (16) shareholders of record as of May 31, <strong>20</strong>11. Common shares outstanding amounted<br />
to 553,088,000 as of May 31, <strong>20</strong>11.<br />
These sixteen (16) shareholders as of May 31, <strong>20</strong>11, the number of common shares held and the percentage<br />
of total shares outstanding held by each are as follows:<br />
Name Citizenship Total Common Shares Percentage (%)<br />
1 PCD Nominee Corporation – Filipino Filipino * 219,998,625 39.1166<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 <strong>Global</strong> Services Co. Filipino 17,000,000 3.0227<br />
6 PCD Nominee Corporation – Non-Filipino Foreign 1,410,700 0.2508<br />
7 Asiatic Development Corporation Filipino 100,000 0.0178<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 Simon, Dwight David M. and/or Corrine Jewel R. Simon Filipino 2,000 0.0004<br />
13 Olayres, Norberto F. and/or Olayres, Felisa J. Filipino 1,000 0.0002<br />
14 Hapi Iloilo Corporation Filipino 1,000 0.0002<br />
15 M. J. Soriano Trading, Inc. Filipino 1,000 0.0002<br />
16 Gaw, Gilbert C. Filipino 100 0.0000<br />
Total 562,417,000 100.0000<br />
* The PCD shares include 62,581,775 shares lodged by JTKC Equities, Inc.; thus, the latter’s total shareholdings is 106,010,225 representing<br />
18.8490% ownership.<br />
Dividends<br />
In <strong>20</strong>08, the Company authorized the declaration of cash dividends amounting to PHP22,000,000 or<br />
PHP0.0391 per share, payable to all of its shareholders-of-record as of May 15, <strong>20</strong>08 and paid and distributed<br />
to the shareholders on June 10, <strong>20</strong>08.<br />
In <strong>20</strong>09, the Company authorized the declaration of cash dividends amounting to PHP26,000,000 or<br />
PHP0.0471 per share, payable to all its shareholders-of-record as of April 7, <strong>20</strong>09 and paid and distributed to<br />
the shareholders on May 6, <strong>20</strong>09.<br />
On March 19, <strong>20</strong>10, the Board of Directors of the Company declared cash dividends amounting to<br />
PHP26,603,532, representing <strong>20</strong>% of the Company’s consolidated net income for the period ended December<br />
31, <strong>20</strong>09 or PHP0.0481 per share, payable to all of its shareholders-of-record as of April 8, <strong>20</strong>10 and paid and<br />
distributed to the shareholders on May 5, <strong>20</strong>10.<br />
On June 17, <strong>20</strong>11, the Board of Directors of the Company authorized the declaration of 55,308,800 common<br />
shares stock dividend, with a par value of PHP1.00 per share or an aggregate par value of PHP<br />
55,308,800.00, out of the unrestricted retained earnings of the Company as of December 31, <strong>20</strong>10. The stock<br />
dividend, which is equivalent to 10% of the issued and outstanding shares of the Company, will be taken from<br />
the unissued capital stock of the Company, and will be submitted to the Securities and Exchange Commission<br />
for approval. The stock dividend is payable to all of the Company’s stockholders of record as of August 15,<br />
<strong>20</strong>11. Payment date will be on or before September 8, <strong>20</strong>11. Pursuant to the provisions of the Corporation<br />
Code, the said stock dividend declaration will be submitted for stockholders’ approval during their annual<br />
meeting on July 29, <strong>20</strong>11.<br />
The Company’s Board of Directors is authorized to declare dividends. Pursuant to Sections 43 and 143 of the<br />
Corporation Code of the Philippines, Section 5 of the Securities Regulation Code, and <strong>SEC</strong> Memorandum<br />
Circular No. 11, Series of <strong>20</strong>08 (Guidelines on the Determination of Retained Earnings Available for Dividend<br />
Declaration), dividends may be declared and paid out of the unrestricted retained earnings which shall be<br />
payable in cash, property or stock to all stockholders on the basis of outstanding stock held by them, as often<br />
and at such time as the Board of Directors may determine and in accordance with law and applicable rules<br />
and regulations. Cash and property dividend declarations do not require any further approval from the<br />
Company’s shareholders. Any stock dividend declaration requires the approval of shareholders holding at<br />
least two-thirds (2/3) of the Company’s total outstanding capital stock.<br />
<strong>20</strong>
Pursuant to existing Philippine regulations, cash dividends declared by the Company must have a record date<br />
of not less than ten (10) days or more than thirty (30) days from the date the cash dividends are declared.<br />
With respect to stock dividends, the record date is to be not less than ten (10) days nor more than thirty (30)<br />
days from the shareholders’ approval, provided however, that the set record date is not to be less than ten (10)<br />
trading days from receipt of the PSE of the notice of the said record date. If no record date is set, under the<br />
<strong>SEC</strong> rules, the record date will be deemed fixed at fifteen (15) days from the date of stock dividend<br />
declaration. In the event that a stock dividend is declared in connection with an increase in authorized capital<br />
stock, the corresponding record date is to be fixed by the <strong>SEC</strong>.<br />
With the listing of the Company’s shares in the PSE, the Company intends to maintain an annual dividend<br />
payment ratio for its shares of up to <strong>20</strong>% of its consolidated net income from the preceding fiscal year, subject<br />
to the requirements of applicable laws and regulations and the absence of circumstances which may restrict<br />
the payment of dividends. Circumstances which may restrict the payment of dividends include, but are not<br />
limited to, situations when the Company undertakes major projects and developments requiring substantial<br />
cash expenditures or when it is restricted from paying dividends by its loan covenants. The Company’s Board,<br />
may, at any time, modify such dividend payout ratio depending upon the results of operations and future<br />
projects and plans of the Company.<br />
Other than statutory limitations, there are no restrictions that prevent the Company from paying dividends on<br />
common equity.<br />
Recent Sale of Unregistered or Exempt Securities Including Recent Issuance of Securities Constituting<br />
an Exempt Transaction<br />
Since the Company’s Listing Date on October 17, <strong>20</strong>07, there has been no recent sale of unregistered or<br />
exempt securities including recent issuances of securities constituting an exempt transaction.<br />
Except as disclosed in the Management’s Discussion and Analysis of Financial Conditions and Results of<br />
Operations, the Company is not aware of any known trends, commitments, events or uncertainties that will<br />
have a material impact on the Company’s liquidity. The Company has not defaulted in paying its currently<br />
maturing obligations. In addition, obligations of the Company are guaranteed up to a certain extent by the<br />
Company’s majority stockholders. Neither is the Company aware of any events that will trigger a direct or<br />
contingent obligation that is material to the 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 other relationships of the Company with unconsolidated entities or other persons created<br />
during the reporting period.<br />
The Company has no material commitments for capital expenditures.<br />
Except as disclosed in the Management’s Discussion and Analysis of Financial Conditions and Results of<br />
Operations, the Company is not aware of any trends, events or uncertainties that have had or that are<br />
reasonably expected to have a material favorable or unfavorable impact on sales, revenue or income from<br />
continuing operations.<br />
There are no significant elements of income or loss that did not arise from the Company’s continuing<br />
operations. Likewise, there are no seasonal aspects that had a material effect on the financial condition or<br />
results of operations.<br />
The Company does not expect any purchase of significant equipment or any significant changes in the number<br />
of employees in the next twelve (12) months.<br />
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure<br />
There have been no changes in or disagreements with accountants on accounting and financial disclosure.<br />
DIRECTORS AND EXECUTIVE OFFICERS<br />
Please refer to the discussion on “Directors, Executive Officers, Promoters and Control Persons” in the main<br />
body of the Information Statement.<br />
21
CORPORATE GOVERNANCE<br />
The Company practices the principles of good corporate governance – transparency, accountability, fairness<br />
and responsibility – in reporting financial and non-financial information 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 for corporate governance of I-Remit, Inc. is contained in its Articles of<br />
Incorporation and its By-Laws and in their subsequent amendments.<br />
In ensuring adherence to the principles of good corporate governance, the Board establishes the vision,<br />
strategic direction, key objectives, and the major policies and procedures for the management of the<br />
Company. The Board also ensures that internal control mechanisms are in place and adequate for good<br />
governance.<br />
Manual on Corporate Governance<br />
On June 22, <strong>20</strong>07, the Board of Directors approved and adopted the Company’s Manual on Corporate<br />
Governance (“Manual”) pursuant to <strong>SEC</strong> Memorandum Circular No. 2, Series of <strong>20</strong>02 issued by the Securities<br />
and Exchange Commission on April 5, <strong>20</strong>02. The Manual contains the principles of good corporate<br />
governance and best practices and is intended to be kept updated with new governance-related regulatory<br />
issuances. The Manual also established and defined the responsibilities and functions of the Board and<br />
various Board committees necessary for good corporate governance, i.e., Audit Committee; Compensation<br />
and Remuneration Committee; and the Nominations Committee. The Manual also defined the functions of the<br />
Corporate Secretary and prescribes the roles of the Company’s external and internal auditors.<br />
On February 18, <strong>20</strong>11, the Board of Directors adopted the Company’s Revised Manual on Corporate<br />
Governance in compliance with <strong>SEC</strong> Memorandum Circular No. 6, Series of <strong>20</strong>09: Revised Code of<br />
Corporate Governance.<br />
In addition, the Company also has a Conduct, Discipline and Ethics (CODE) Manual that was first adopted on<br />
May 1, <strong>20</strong>04 and subsequently revised on July 7, <strong>20</strong>04. This manual contains guidelines on matters involving<br />
work performance; professionalism; behavior and dealings with employees, directors, customers, and<br />
business partners; and handling of assets, records and information. This manual is in the process of being<br />
revised to include standards on matters of good corporate governance such as insider trading and the<br />
avoidance of conflict of interest situations.<br />
Independent Directors<br />
In accordance with <strong>SEC</strong> Memorandum Circular No. 16, Series of <strong>20</strong>02, also known as the Guidelines on the<br />
Nomination and Election of Independent Directors, two (2) of the eleven members of the Board of Directors<br />
are Independent Directors in the persons of Messrs. Jose Joel Y. Pusta and Gregorio T. Yu.<br />
As used in Section 38 of the Securities and Regulations Code (“SRC”), an independent director is a person<br />
who, apart from his fees and shareholdings, is independent of management and free from any business or<br />
other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of<br />
independent judgment in carrying out his responsibilities as a Director of the Company.<br />
In accordance with <strong>SEC</strong> Notice on Certificate of Qualification dated October <strong>20</strong>, <strong>20</strong>06, the Independent<br />
Directors of I-Remit have, on July 23, <strong>20</strong>10, executed sworn Certifications of Independent Directors stating<br />
that they possess all the qualifications and none of the disqualifications to serve as Independent Directors of<br />
the Parent Company, as provided for in Section 38 of the Securities Regulation Code. The Certifications of<br />
Independent Directors have been submitted to the Securities and Exchange Commission on July 23, <strong>20</strong>10.<br />
Committees of the Board of Directors<br />
In aid of good corporate governance, the Company’s Board created each of the following committees and<br />
appointed members thereto from among themselves during the organizational meeting of the Board on July<br />
23, <strong>20</strong>10. Each member of their respective committees named below began holding office on July 23, <strong>20</strong>10<br />
and will serve until his successor shall have been duly qualified and elected.<br />
22
Executive Committee<br />
Except as provided in Section 35 of the Corporation Code, the Executive Committee has and<br />
exercises all such powers as may be delegated to it by the Board. It acts on matters in<br />
accordance with the authorities granted to it in case a full Board meeting cannot be convened.<br />
The actions and decisions of the Executive Committee are reported to and are ratified by the<br />
Board.<br />
The Executive Committee is composed of the 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 for assisting the Board in its fiduciary responsibilities by<br />
providing an independent and objective assurance to the Company’s management and<br />
shareholders of the continuous improvement of the Company’s risk management systems and<br />
business operations, and the proper safeguarding and use of the Company’s resources and<br />
assets. It also ensures that the Board will take appropriate corrective action in addressing control<br />
and compliance issues of the Company.<br />
The Company’s Audit Committee shall have no less than three (3) members at least two (2) of<br />
whom are Independent Directors, one of whom shall serve as the Committee’s Chairman. The<br />
Committee reports to the Board and meets twice every month.<br />
The Audit Committee is composed of the following: Mr. Gregorio T. Yu (Independent Director) as<br />
Chairman, and Messrs. Bansan C. Choa, John Y. Tiu, Jr. and Harris E. D. Jacildo as Members.<br />
Compensation and Remuneration Committee<br />
The Compensation and Remuneration Committee is responsible for objectively recommending a<br />
formal and transparent framework of remuneration and evaluation for the members of the Board<br />
and the Company’s Executive Officers. The committee is also responsible for providing oversight<br />
on the remuneration of the Executive Officers and other key personnel and for ensuring that<br />
compensation is always consistent with the Company’s culture, corporate strategy and control<br />
environment.<br />
The Compensation and Remuneration Committee is composed of three (3) members of the<br />
Board, one of whom is an Independent Director. The committee is composed of the following:<br />
Messrs. Bansan C. Choa, Armin V. Demetillo and Gregorio T. Yu (Independent Director).<br />
Nomination Committee<br />
The Nomination Committee is responsible for implementing a process that ensures that all<br />
Directors to be nominated for election at the Annual Stockholders’ Meeting are all qualified and<br />
have none of the disqualifications for Directors as provided in the Company’s By-Laws and<br />
Manual on Corporate Governance. The Committee provides the shareholders with an<br />
independent and objective evaluation and assurance that the members of the Board will foster the<br />
Company’s long-term success and competitiveness. The Nomination Committee is also<br />
responsible for reviewing and evaluating the qualifications of all persons nominated to positions<br />
requiring appointment by the Board and for assessing the Board’s effectiveness in directing the<br />
process of reviewing and replacing Board members. The Committee is also responsible for<br />
reviewing the qualifications of executives prior to movement, promotion, or hiring.<br />
The By-Laws of the Company require that all nominations for Directors shall be submitted to the<br />
Nomination Committee by any stockholder of record on or before January 30 of each year to<br />
allow for sufficient time to assess and evaluate the qualifications of the nominees. All<br />
nominations for Independent Directors shall be signed by the nominating stockholder and shall<br />
bear the acceptance and conformity of the persons nominated.<br />
The Nomination Committee is composed of three (3) members of the Board, including one (1)<br />
independent director and one (1) non-voting member in the person of the Human Resources<br />
Manager. The Nomination Committee reports directly to the Board and meets whenever<br />
necessary to review and evaluate the qualifications of all persons nominated to the Board, as well<br />
as those nominated to other positions requiring appointment by the Board.<br />
23
The Nomination Committee is composed of Messrs. Bansan C. Choa, Armin V. Demetillo,<br />
Gregorio T. Yu (Independent Director), and Ms. Catherine M. Chan (Head, Human Capital<br />
Management Department).<br />
The Company’s Certificate of Compliance with the Manual (<strong>SEC</strong> <strong>Form</strong> MCG-<strong>20</strong>02) was submitted by the<br />
Compliance Officer to the <strong>SEC</strong> and disclosed to the Philippine Stock Exchange on January 18, <strong>20</strong>11. Based<br />
on the results of the evaluation performed, there has been no significant deviation and, in general, the<br />
Company has complied with most of the provisions and requirements of the Manual, <strong>SEC</strong> Memorandum<br />
Circular No. 6 Series of <strong>20</strong>09: Revised Code of Corporate Governance, and the leading practices and<br />
principles of good corporate governance for the year <strong>20</strong>10.<br />
The Company accomplished and submitted the <strong>20</strong>10 Corporate Governance Guidelines for Listed Companies<br />
Disclosure Template of The Philippine Stock Exchange, Inc. on January 26, <strong>20</strong>11.<br />
The Company’s Management’s Discussion and Analysis of Financial Conditions and Results of Operations are<br />
attached as Annex “A”. The Company’s Financial Statements as of December 31, <strong>20</strong>10 and <strong>20</strong>09, and for the<br />
years ended December 31, <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08 are attached as Annexes “C” and “C-1”. The Company’s<br />
<strong>SEC</strong> <strong>Form</strong> 17-Q for the first quarter of year <strong>20</strong>11 is attached as Annex “D”.<br />
UPON WRITTEN REQUEST OF ANY SHAREHOLDER OF RECORD ENTITLED TO NOTICE OF AND<br />
VOTE AT THE MEETING, THE COMPANY SHALL FURN<strong>IS</strong>H SAID SHAREHOLDER WITH A COPY OF<br />
THE COMPANY’S ANNUAL REPORT ON <strong>SEC</strong> FORM 17-A WITHOUT CHARGE. ANY SUCH WRITTEN<br />
REQUEST SHALL BE ADDRESSED TO:<br />
NANCY JOAN M. JAVIER<br />
CORPORATE <strong>SEC</strong>RETARY, I-REMIT, INC.<br />
2704 EAST TOWER, PHILIPPINE STOCK EXCHANGE CENTRE<br />
EXCHANGE ROAD, ORTIGAS CENTER<br />
1605 PASIG CITY, METRO MANILA<br />
PHILIPPINES<br />
24
Plan of Operation<br />
MANAGEMENT’S D<strong>IS</strong>CUSSION AND<br />
ANALYS<strong>IS</strong> OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS<br />
Annex “A”<br />
The Company’s strategy is focused on gaining a larger share of the inward remittances of overseas Filipino<br />
workers (OFWs). As of April <strong>20</strong>11, the Company has 6.9% share of the USD 6.21 billion remittances of OFWs<br />
in the first four (4) months of the year. The Company aims to identify and tap a wider customer base in each<br />
of the countries where it operates through focused marketing efforts and expansion of distribution reach and<br />
capabilities by opening new offices, or engaging new agents and tie-ups.<br />
The Company provides world-class remittance services at very competitive prices. It provides the widest<br />
choices of remittance modes to its customers. Presently, it is strong in the bank-to-bank transactions that<br />
credit remittances to any bank of choice in the Philippines. The Company utilizes various technological<br />
platforms and establishes strategic partnerships with banks, making it possible for online and same day<br />
crediting of accounts.<br />
Recently, IRemit <strong>Global</strong> <strong>Remittance</strong> Limited, a wholly owned subsidiary of the company was granted authority<br />
by the Financial Services Authority of the United Kingdom as an Authorized Payment Institution (API). An API<br />
is a firm authorized to provide payment services including money remittance under the European Union<br />
Payment Services Directive. As an API, IRemit <strong>Global</strong> <strong>Remittance</strong> Limited can exercise “passporting” rights<br />
and is entitled to carry on its activities in other European Economic Area states by establishing branches or<br />
providing cross-border services.<br />
The nationwide coverage of the Company’s door-to-door service reaches more beneficiaries than other<br />
remittance companies with delivery area spanning 17 regions in the country. The iNotify (remittance pick up) is<br />
an alternative service method where beneficiaries in the Philippines can claim remittances from any of the<br />
Company’s more than 5,900 designated pay-out centers nationwide within 24 hours after receipt of the<br />
remittance from the its foreign offices. The Company also opened new remittance corridors by introducing<br />
iNotify Foreign, a method of remittance from one country to another. Both Filipinos and non-Filipinos abroad<br />
can remit money and the designated beneficiaries can just pick-up the proceeds from the Company’s offices in<br />
these countries.<br />
The Company also revolutionized the use of the debit card in the remittance industry. The <strong>iRemit</strong> Visa Debit<br />
Card is a personalized debit and ATM card-in-one. It is the fastest service mode of the Company which<br />
features real-time crediting of remittances from abroad. It enables both senders and beneficiaries to easily<br />
withdraw cash from more than 10,000 Bancnet, Megalink and Expressnet ATMs in the Philippines. It also<br />
provides access to Visa ATMs worldwide and can handle mobile and internet banking transactions. As a debit<br />
card, it is also accepted in tens of millions of Visa-affiliated merchant establishments, and 1.8 million ATMs in<br />
more than <strong>20</strong>0 countries worldwide. The Company continues to promote this alternative delivery channel to its<br />
customers.<br />
Furthermore, the Company continues to diversify its offerings to include socially-relevant services such as<br />
collecting premium and contribution payments of OFWs to our country’s programs such as Pag-IBIG, the SSS,<br />
Philippine Retirement Authority and PhilHealth. The Company is also accepting home mortgage amortization<br />
payments, insurance premiums, donations to CBN Asia, appliance purchase payments, airline booking<br />
payments, and orders from Jollibee, the largest fast food chain in the Philippines.<br />
The company’s wide network coverage of OFW-host countries and several strategic partnerships and tie-ups<br />
with various local and international banks, pawnshops, couriers and mobile phone companies make it the<br />
largest independent local remittance company.<br />
Aside from wide choices of remittance methods, the Company continuously upgrades the level and quality of<br />
customer service. It has its own Manila-based 24/7 customer service support center. Customers now have<br />
easy, convenient access to customer services through dedicated team of customer support officers who<br />
manage and support its foreign offices, associates and clients. This team of highly trained professionals also<br />
handles status inquiries and complaints. The initiative greatly enhances customer convenience and the<br />
Company’s responsiveness to the remitters’ and beneficiaries’ welfare.<br />
The Company also capitalizes on its technology platform to support business growth and provide more<br />
innovative services around the globe. It established host-to-host connectivity with strategic partner banks to<br />
greatly improve transaction speed. It utilizes the latest in advanced banking technology to ensure fast, reliable<br />
and secure delivery of remittances. The company defines and maintains information security policies that<br />
follow leading industry standards through the use of firewalls, secure socket layer (SSL) encryption, anti-virus<br />
1
and anti-spam measures, and user-defined access controls. Its major application systems also have multiple<br />
security features to protect the integrity of application and data.<br />
Apart from the security of its information systems and resources, the Company also aims to comply with all<br />
anti-money laundering regulations of the Bangko Sentral ng Pilipinas and of the monetary authorities of all<br />
host countries it operates in. One of the significant aspects of the company’s compliance program with respect<br />
to anti-money laundering/counter-terrorism financing is the proper establishment of the true identity of its<br />
customers through the proper Customer Due Diligence (CDD) procedures. All of the Company’s foreign offices<br />
have duly appointed compliance officers who are responsible for implementing all aspects of anti-money<br />
laundering (AML) and counter-terrorism financing (CTF) regulations and guidelines in complying with the<br />
specific AML and CTF regulations. These policies and regulations essentially adopt the recommendations of<br />
the Financial Action Task Force (FATF), the inter-governmental body organized for the development and<br />
promotion of national and international policies to combat money laundering and terrorist financing.<br />
The Company also aims to develop and increase customer awareness of its brand through advertising and<br />
promotional activities and by actively participating in the activities of Filipino communities in the countries<br />
where it operates in.<br />
Full Years<br />
<strong>20</strong>10 compared to <strong>20</strong>09<br />
I-Remit realized a consolidated net income of PHP 65.9 million in <strong>20</strong>10, a decrease of PHP 67.2 million or<br />
50.5% over the consolidated net income of PHP 133.1 million in <strong>20</strong>09.<br />
Revenues decreased by 1.1% or PHP 8.7 million from PHP 778.7 million in <strong>20</strong>09 to PHP 769.9 million in <strong>20</strong>10<br />
mainly due to the decline in realized foreign exchange gains. Foreign exchange gains dropped by 8.6% or<br />
PHP24.9 million from PHP287.7 million in <strong>20</strong>09 to PHP262.8 million in <strong>20</strong>10. The value of transactions grew<br />
by 9.9% or USD109.5 million from USD1.103 billion in <strong>20</strong>09 to USD1.213 billion in <strong>20</strong>10. The Company’s<br />
revenue from delivery fees grew by only 3.2% or PHP15.9 million from PHP490.4 million in <strong>20</strong>09 to PHP506.2<br />
million in <strong>20</strong>10 largely because of the appreciation of the Philippine peso against the U.S. dollar. The<br />
Company’s fees are largely settled in U.S. dollars. The average peso-dollar exchange rate was PHP47.63 in<br />
<strong>20</strong>09 against PHP45.08 in <strong>20</strong>10, a gain of 5.3% or PHP2.55 per dollar. In December <strong>20</strong>10, the average pesodollar<br />
exchange rate was PHP43.95 per dollar. The number of transactions processed by the Company grew<br />
by only 2% from 2.683 million in <strong>20</strong>09 to 2.737 million in <strong>20</strong>10.<br />
Total operating expenses was higher by PHP58.3 million (14.1%) from PHP412.4 million in <strong>20</strong>09 to PHP470.7<br />
million in <strong>20</strong>10 mainly on account of higher rental, marketing, and professional fee expenses. Rental<br />
expenses increased by 28.1% from PHP39.3 million in <strong>20</strong>09 to PHP50.4 million in <strong>20</strong>10. Marketing expenses<br />
increased by 32.0% from PHP33.0 million in <strong>20</strong>09 to PHP43.5 million in <strong>20</strong>10. Professional fees increased by<br />
46.9% from PHP29.7 million in <strong>20</strong>09 to PHP43.6 in <strong>20</strong>10. The increase in these expense items are related<br />
mainly to the Company’s expansion as it opened new offices in Canada and Italy.<br />
Other income decreased by 62.8% or PHP54.3 million from PHP86.4 million in <strong>20</strong>09 to PHP32.1 million in<br />
<strong>20</strong>10 mainly due to the decline in net trading gains on debt securities (listed overseas) held for trading and<br />
lower other income consisting of interest income, rebates, and unrealized foreign exchange gain. Net trading<br />
gains declined by PHP30.3 million or 92.4% from PHP32.8 million in <strong>20</strong>09 to PHP2.5 million in <strong>20</strong>10.<br />
The total assets of the Company decreased by PHP131.9 million or 5.3% to PHP2.356 billion as of December<br />
31, <strong>20</strong>10 against PHP2.488 billion as of December 31, <strong>20</strong>09. Cash and cash equivalents decreased by<br />
PHP79.0 million or 8.2% from PHP962.8 million in <strong>20</strong>09 to PHP883.8 million in <strong>20</strong>10. Financial assets at fair<br />
value through profit or loss amounted to PHP102.9 million at end-<strong>20</strong>10 against PHP65.8 million at end-<strong>20</strong>09,<br />
increasing by PHP37.1 million or 56.4%. These assets consist of investments in debt securities (listed<br />
overseas) held for trading. Receivables declined by PHP80.2 million or 7.0% from PHP1.139 billion in <strong>20</strong>09 to<br />
PHP1.059 billion in <strong>20</strong>10. The Company’s non-current assets declined by PHP300,928 or 0.2% from<br />
PHP190,039,196 at end-<strong>20</strong>09 to PHP190,340,124 at end-<strong>20</strong>10.<br />
Total liabilities declined by PHP151.4 million or 12.2% from PHP1.235 billion at end-<strong>20</strong>09 to PHP1.084 billion<br />
in <strong>20</strong>10 mainly due to a lower level of current liabilities. Current liabilities decreased by PHP148.6 million or<br />
12.1% from PHP1.232 billion in <strong>20</strong>09 to PHP 1.083 billion in <strong>20</strong>10.<br />
The Company’s stockholders’ equity as of December 31, <strong>20</strong>10 stood at PHP 1.271 billion, higher by PHP19.5<br />
million or 1.6% against the end-<strong>20</strong>09 level of PHP 1.252 billion.<br />
2
Below are the comparative key performance indicators of the Company (Parent Company and subsidiaries):<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income* over average stockholders’ equity during the<br />
period<br />
5% 11%<br />
Return on Assets (ROA) Net income* over average total assets during the period 3% 6%<br />
Earnings per Share (EPS) Net income* over average number of outstanding shares PHP 0.12 PHP 0.24<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
10% 2%<br />
Gross Income Revenue less total cost of services (PHP millions) 562.0 547.7<br />
* Net Income attributable to equity holders of the Parent Company and Minority Interest. EPS computed using Net Income<br />
attributable to equity holders of the Parent Company for the year ended December 31, <strong>20</strong>10 and for the year ended<br />
December 31, <strong>20</strong>09 are PHP 0.14 and PHP 0.25, respectively.<br />
Below are the comparative key performance indicators of the Company’s subsidiaries:<br />
International <strong>Remittance</strong> (Canada) Ltd.<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
3% 33%<br />
Return on Assets (ROA) Net income over average total assets during the period 1% 10%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares 1.80 18.18<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
3% 11%<br />
Gross Income Revenue less total cost of services (PHP millions) 97.5 99.7<br />
Lucky Star Management Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
89% 47%<br />
Return on Assets (ROA) Net income over average total assets during the period 26% 14%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares 30.53 11.18<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
8% <strong>20</strong>%<br />
Gross Income Revenue less total cost of services (PHP millions) 25.6 21.4<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
39% 60%<br />
Return on Assets (ROA) Net income over average total assets during the period 6% 4%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares 10,191.13 10,021.79<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
1% -17%<br />
Gross Income Revenue less total cost of services (PHP millions) 43.8 46.9<br />
I-Remit Australia Pty Ltd<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
1% 176%<br />
Return on Assets (ROA) Net income over average total assets during the period 0.2% 24%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares 14,435.50 1,859,480.93<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 0.3 0.2<br />
Worldwide Exchange Pty Ltd<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
5% 41%<br />
Return on Assets (ROA) Net income over average total assets during the period 1% 11%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares 2.00 29.75<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
<strong>20</strong>% -5%<br />
Gross Income Revenue less total cost of services (PHP millions) 29.2 32.6<br />
3
I-Remit New Zealand Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
<strong>20</strong>% 81%<br />
Return on Assets (ROA) Net income over average total assets during the period -9% -25%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares -1,129.10 -2,654.42<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
38% 595%<br />
Gross Income Revenue less total cost of services (PHP millions) 8.8 7.6<br />
IREMIT EUROPE <strong>Remittance</strong> Consulting AG<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
-193% -189%<br />
Return on Assets (ROA) Net income over average total assets during the period -74% -31%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares -666.31 -243.17<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
94% 43%<br />
Gross Income Revenue less total cost of services (PHP millions) 11.7 9.1<br />
Power Star Asia Group Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
38% 89%<br />
Return on Assets (ROA) Net income over average total assets during the period 36% 78%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares 63.27 86.35<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 62.4 55.5<br />
<strong>20</strong>09 compared to <strong>20</strong>08<br />
I-Remit realized a consolidated net income of PHP 133.1 million in <strong>20</strong>09, an increase of PHP 3.2 million or<br />
2.4% over the consolidated net income of PHP 129.98 million in <strong>20</strong>08.<br />
Revenues increased by PHP 16.6 million (2.2%) to PHP 778.6 million in <strong>20</strong>09 from PHP 762.0 million in <strong>20</strong>08<br />
mainly due to the 11.9% increase in transaction count (from 2,397,180 in <strong>20</strong>08 to 2,683,639 in <strong>20</strong>09) and a<br />
1.9% increase in USD remittance volume (from USD 1,083.6 million in <strong>20</strong>08 to USD 1,104.0 million in <strong>20</strong>09).<br />
Of the total transaction count in <strong>20</strong>09, the percentage contributions per region are as follows: Asia-Pacific,<br />
43%; Middle East, 28%; North America, 16%; and Europe, 9%. In terms of USD remittance volume, the<br />
regional contributions are as follows: Asia-Pacific, 33%; Europe, 12%, Middle East, <strong>20</strong>%, and North America,<br />
17%. The Company’s market share in <strong>20</strong>09 was 6.4% from 6.6% in <strong>20</strong>08 based on the BSP-reported figure of<br />
total inward remittances to the Philippines of USD 17.3 billion. Accordingly, the Company’s gross income<br />
decreased by PHP 17.7 million or -3.1% from PHP 565.4 million in <strong>20</strong>08 to 547.7 million in <strong>20</strong>09.<br />
Total operating expenses were higher by PHP 15.0 million (3.8%) from PHP 397.4 million in <strong>20</strong>08 to PHP<br />
412.4 million in <strong>20</strong>09 mainly on account of higher salaries, wages and employee benefits, and rental<br />
expenses. Other income increased by 156.7% or PHP 52.7 million from PHP 33.7 million in <strong>20</strong>08 to PHP 86.4<br />
million in <strong>20</strong>09 mainly due to net trading gains on debt securities (listed overseas) held for trading and higher<br />
other income of subsidiaries such as rebates and sub-lease rental income. Interest expense was higher by<br />
PHP 35.2 million (260.4%) from PHP 13.5 million in <strong>20</strong>08 to PHP 48.7 million in <strong>20</strong>09 due to increased loans.<br />
The total assets of the Company increased by PHP 514.5 million or 26.1% to PHP 2.488 billion as of<br />
December 31, <strong>20</strong>09 against PHP 1.974 billion as of the same period in <strong>20</strong>08. Cash and cash equivalents<br />
increased by PHP 130.2 million or 15.6% from PHP 832.6 million in <strong>20</strong>08 to PHP 962.8 million in <strong>20</strong>09.<br />
Financial assets at FVPL amounting to PHP 65.8 million consisted of investments in debt securities (listed<br />
overseas) held for trading. Receivables increased by PHP 310.6 million or 33.2% from PHP 936.9 million in<br />
<strong>20</strong>08 to PHP 1,247.5 million in <strong>20</strong>09. Other current assets increased by PHP 2.0 million or 10.0% from PHP<br />
<strong>20</strong>.3 million to PHP 22.3 million mainly because of a higher level of Visa cards inventory. Property and<br />
equipment decreased by PHP 3.1 million or 9.9% from PHP 30.9 million in <strong>20</strong>08 to PHP 27.8 million in <strong>20</strong>09<br />
on account of higher depreciation and amortization expenses. Goodwill increased by PHP 6.1 million or 6.6%<br />
from PHP 91.5 million in <strong>20</strong>08 to PHP 97.6 million in <strong>20</strong>09 due to exchange adjustment. Deferred tax asset<br />
increased by PHP 2.5 million or 305.1% from PHP 0.8 million in <strong>20</strong>08 to PHP 3.3 million in <strong>20</strong>09. Other<br />
noncurrent assets increased by PHP 4.6 million or 13.2% from PHP 34.7 million in <strong>20</strong>08 to PHP 39.3 million in<br />
<strong>20</strong>09.<br />
4
Total liabilities increased by PHP 378.2 million or 44.1% from PHP 857.5 million in <strong>20</strong>08 to PHP 1,235.7<br />
million in <strong>20</strong>09 mainly due to higher level of current liabilities. Current liabilities increased by PHP 380.0<br />
million or 44.6% from PHP 852.1 million in <strong>20</strong>08 to PHP 1,232.1 million in <strong>20</strong>09 due to the increase in interestearning<br />
loans by PHP 350.0 million or 60.3% from PHP 580.0 million in <strong>20</strong>08 to PHP 930.0 million in <strong>20</strong>09.<br />
The Company’s stockholders’ equity as of December 31, <strong>20</strong>09 stood at PHP 1.252 billion, higher by PHP<br />
136.4 million or 12.2% against the year-end <strong>20</strong>08 level of PHP 1.116 billion.<br />
Below are the comparative key performance indicators of the Company (Parent Company and subsidiaries):<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income* over average stockholders’ equity during the<br />
period<br />
11% 12%<br />
Return on Assets (ROA) Net income* over average total assets during the period 6% 8%<br />
Earnings per Share (EPS) Net income* over average number of outstanding shares PHP 0.24 PHP 0.23<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
2% 42%<br />
Gross Income Revenue less total cost of services (PHP millions) 547.7 565.4<br />
* Net Income attributable to equity holders of the Parent Company and Minority Interest. EPS computed using Net Income<br />
attributable to equity holders of the Parent Company for the year ended December 31, <strong>20</strong>09 and for the year ended<br />
December 31, <strong>20</strong>08 are PHP 0.25 and PHP 0.23, respectively.<br />
Below are the comparative key performance indicators of the Company’s subsidiaries:<br />
International <strong>Remittance</strong> (Canada) Ltd.<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
33% 62%<br />
Return on Assets (ROA) Net income over average total assets during the period 10% 9%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 18.18 PHP 26.60<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
11% 35%<br />
Gross Income Revenue less total cost of services (PHP millions) 99.7 85.8<br />
Lucky Star Management Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
47% 61%<br />
Return on Assets (ROA) Net income over average total assets during the period 14% 40%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 11.18 PHP 15.67<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
<strong>20</strong>% 7%<br />
Gross Income Revenue less total cost of services (PHP millions) 21.4 <strong>20</strong>.9<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
60% 5%<br />
Return on Assets (ROA) Net income over average total assets during the period 4.08% 0.2%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 10,021.79 PHP 666.34<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
-17% -4%<br />
Gross Income Revenue less total cost of services (PHP millions) 46.9 42.2<br />
I-Remit Australia Pty Ltd<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
176% 108%<br />
Return on Assets (ROA) Net income over average total assets during the period 24% 17%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 1,859,480.93 PHP 1,623,710.00<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 0.2 0.4<br />
5
Worldwide Exchange Pty Ltd<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
41% 91%<br />
Return on Assets (ROA) Net income over average total assets during the period 11% 45%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 29.75 PHP 106.93<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
-5% 40%<br />
Gross Income Revenue less total cost of services (PHP millions) 32.6 35.0<br />
I-Remit New Zealand Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
81% 104%<br />
Return on Assets (ROA) Net income over average total assets during the period -25% -21%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 2,654.42) (PHP 1,721.28)<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
595% -<br />
Gross Income Revenue less total cost of services (PHP millions) 7.6 1.1<br />
IREMIT EUROPE <strong>Remittance</strong> Consulting AG<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
-189% 56%<br />
Return on Assets (ROA) Net income over average total assets during the period -31% -34%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 243.17) (PHP 259.01)<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
43% -<br />
Gross Income Revenue less total cost of services (PHP millions) 9.1 6.8<br />
Power Star Asia Group Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>09 December 31, <strong>20</strong>08<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
89% 90%<br />
Return on Assets (ROA) Net income over average total assets during the period 78% 76%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 86.35 PHP 49.87<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 55.5 59.8<br />
<strong>20</strong>08 compared to <strong>20</strong>07<br />
The Company realized a consolidated net income of PHP 129.9 million in <strong>20</strong>08, an increase of PHP 16.7<br />
million or 15% over the consolidated net income of PHP 113.3 million in <strong>20</strong>07.<br />
Revenues increased by PHP <strong>20</strong>0.3 million (36%) to PHP 762.0 million in <strong>20</strong>08 from PHP 561.8 million in <strong>20</strong>07<br />
mainly due to the 29% increase in transaction count (from 1,864,869 in <strong>20</strong>07 to 2,397,180 in <strong>20</strong>08 ) and a<br />
42% increase in USD remittance volume (from USD 762.3 million in <strong>20</strong>07 to USD 1,083.6 million in <strong>20</strong>08). Of<br />
the total transaction count in <strong>20</strong>08, the percentage contributions per region were as follows: Asia-Pacific, 42%;<br />
Middle East, 28%; North America, 15%; and Europe, 10%. In terms of USD remittance volume, the regional<br />
contributions are as follows: Asia-Pacific, 34%; Europe, 13% , Middle East, <strong>20</strong>% , and North America, 15%.<br />
The Company’s market share in <strong>20</strong>08 grew to 6.60% from 5.28% in <strong>20</strong>07 based on the BSP-reported figure of<br />
total inward remittances to the Philippines of USD 16.43 billion. Accordingly, the Company’s gross income<br />
increased by PHP 158.9 million or 39% from PHP 406.4 million in <strong>20</strong>07 to 565.4 million in <strong>20</strong>08.<br />
Total operating expenses was higher by PHP 119.7 million (43%) from PHP 277.7 million in <strong>20</strong>07 to PHP<br />
397.4 million in <strong>20</strong>08 mainly on account of higher salaries, wages and employee benefits, and marketing<br />
expenses. Other income increased by 99% or PHP 16.7 million from PHP 16.9 million in <strong>20</strong>07 to PHP 33.7<br />
million in <strong>20</strong>08 mainly due to higher other income of subsidiaries such as sub-lease rental income. Interest<br />
expense was lower by PHP 10.8 million (44.5%) from PHP 24.3 million in <strong>20</strong>07 to PHP 13.5 million in <strong>20</strong>08.<br />
The total assets of the Company increased by PHP 572.6 million or 41% to PHP 1.974 billion as of December<br />
31, <strong>20</strong>08 against PHP 1.401 billion as of the same period in <strong>20</strong>07. Cash and cash equivalents increased by<br />
PHP 151.0 million or 22% from PHP 681.7 million in <strong>20</strong>07 to PHP 832.6 million in <strong>20</strong>08. Receivables<br />
increased by PHP 390.7 million or 72% from PHP 546.2 million in <strong>20</strong>07 to PHP 936.9 million in <strong>20</strong>08. Other<br />
current assets increased by PHP 15.0 million or 284% from PHP 5.3 million in <strong>20</strong>07 to PHP <strong>20</strong>.3 million in<br />
6
<strong>20</strong>08 mainly because of a higher level of prepaid expenses and card inventory. Property and equipment<br />
increased by PHP 11.8 million or 62% from PHP 19.1 million in <strong>20</strong>07 to PHP 30.9 million in <strong>20</strong>08 mainly due to<br />
investments in office and communication equipment. Goodwill decreased by PHP <strong>20</strong>.0 million from PHP<br />
111.4 million in <strong>20</strong>07 to PHP 91.5 million in <strong>20</strong>08 due to exchange adjustment. Other noncurrent assets<br />
increased by PHP 15.2 million or 68% from PHP 22.49 million in <strong>20</strong>07 to PHP 37.7 million in <strong>20</strong>08.<br />
Total liabilities increased by PHP 533.6 million or 165% from PHP 323.9 million in <strong>20</strong>07 to PHP 857.5 million in<br />
<strong>20</strong>08 mainly higher level of current liabilities. Current liabilities increased by PHP 533.7 million or 168% from<br />
PHP 318.4 million in <strong>20</strong>07 to PHP 852.1 million in <strong>20</strong>08 due to the increase in interest-earning loans by PHP<br />
405.0 million or 231% from PHP 175 million in <strong>20</strong>07 to PHP 580 million in <strong>20</strong>08.<br />
The Company’s stockholders’ equity as of December 31, <strong>20</strong>08 stood at PHP 1.116 billion, higher by PHP 38.9<br />
million or 4% against the year-end <strong>20</strong>07 level of PHP 1.077 billion.<br />
Below are the comparative key performance indicators of the Company (Parent Company and subsidiaries):<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income* over average stockholders’ equity during the<br />
period<br />
12% 21%<br />
Return on Assets (ROA) Net income* over average total assets during the period 8% 11%<br />
Earnings per Share (EPS) Net income* over average number of outstanding shares PHP 0.23 PHP 0.56<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
42% 37%<br />
Gross Income Revenue less total cost of services (PHP millions) 565.4 406.4<br />
* Net Income attributable to equity holders of the Parent Company and Minority Interest. EPS computed using Net Income<br />
attributable to equity holders of the Parent Company for the year ended December 31, <strong>20</strong>08 and for the year ended<br />
December 31, <strong>20</strong>07 are PHP 0.23 and PHP 0.53, respectively.<br />
Below are the comparative key performance indicators of the Company’s subsidiaries:<br />
International <strong>Remittance</strong> (Canada) Ltd.<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
62% 99%<br />
Return on Assets (ROA) Net income over average total assets during the period 9% 7%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 26.60 PHP 21.74<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
35% 74%<br />
Gross Income Revenue less total cost of services (PHP millions) 85.8 67.3<br />
Lucky Star Management Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
61% -48%<br />
Return on Assets (ROA) Net income over average total assets during the period 40% 23%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 15.67 PHP 11.78<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
7% <strong>20</strong>%<br />
Gross Income Revenue less total cost of services (PHP millions) <strong>20</strong>.9 19.6<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
5% 33%<br />
Return on Assets (ROA) Net income over average total assets during the period 0.2% 1%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 666.34 PHP 4,193.47<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
-4% -<br />
Gross Income Revenue less total cost of services (PHP millions) 42.2 43.6<br />
7
I-Remit Australia Pty Ltd<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
108% 98%<br />
Return on Assets (ROA) Net income over average total assets during the period 17% 7%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 1,623,710.00 PHP 1,167,012.29<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 0.4 0.3<br />
Worldwide Exchange Pty Ltd<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
91% 58%<br />
Return on Assets (ROA) Net income over average total assets during the period 45% 34%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 106.93 PHP 77.14<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
40% -<br />
Gross Income Revenue less total cost of services (PHP millions) 35.0 <strong>20</strong>.4<br />
I-Remit New Zealand Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
104% -<br />
Return on Assets (ROA) Net income over average total assets during the period -21% -<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 1,721.28) -<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 1.1 -<br />
IREMIT EUROPE <strong>Remittance</strong> Consulting AG<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
56% -<br />
Return on Assets (ROA) Net income over average total assets during the period -34% -<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 259.01) -<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 6.8 -<br />
Power Star Asia Group Limited<br />
Performance Indicator Definition December 31, <strong>20</strong>08 December 31, <strong>20</strong>07<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
90% -<br />
Return on Assets (ROA) Net income over average total assets during the period 76% -<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 49.87 -<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 59.8 -<br />
Interim Period<br />
March 31, <strong>20</strong>11 vs. December 31, <strong>20</strong>10<br />
The total assets of the Company increased by PHP 181.7 million or 7.7% to PHP 2.537 billion as of March 31,<br />
<strong>20</strong>11 against PHP 2.356 billion as of December 31, <strong>20</strong>10. Cash and cash equivalents increased by PHP 77.6<br />
million or 8.8% from PHP 883.8 million as of December 31, <strong>20</strong>10 to PHP 961.4 million as of March 31, <strong>20</strong>11.<br />
Financial assets at FVPL, which consist of investments in private debt securities (listed overseas) held for<br />
trading, increased by PHP 8.1 million or 7.9% from PHP 102.9 million as of March 31, <strong>20</strong>10 to PHP 111.0<br />
million as of March 31, <strong>20</strong>11. Receivables increased by PHP 96.4 million or 8.3% from PHP 1.155 billion as of<br />
December 31, <strong>20</strong>10 to PHP 1.252 billion as of March 31, <strong>20</strong>11. Other current assets decreased by PHP 5.6<br />
million or -23.9% from PHP 23.5 million as of December 31, <strong>20</strong>10 to PHP 17.9 million as of March 31, <strong>20</strong>11.<br />
Investments in associates increased by PHP 0.7 million or 3.2% from PHP <strong>20</strong>.9 million as of December 31,<br />
<strong>20</strong>10 to PHP 21.6 million as of March 31, <strong>20</strong>11. Property and equipment-net increased by PHP 1.1 million or<br />
4.1% from PHP 27.0 million as of December 31, <strong>20</strong>10 to PHP 28.1 million as of March 31, <strong>20</strong>11. Goodwill<br />
increased by PHP 1.4 million or 1.5% from PHP 93.1 million as of December 31, <strong>20</strong>10 to PHP 94.5 million as<br />
8
of March 31, <strong>20</strong>11 due to foreign exchange adjustment. Deferred tax asset increased by PHP 1.0 million or<br />
24.4% from PHP 4.2 million as of December 31, <strong>20</strong>10 to PHP 5.2 million as of March 31, <strong>20</strong>11. Software<br />
Costs–net increased by PHP 0.5 million or 24.9% from PHP 2.1 million as of December 31, <strong>20</strong>10 to PHP 2.6<br />
million as of March 31, <strong>20</strong>11. Other noncurrent assets increased by PHP 0.5 million or 1.1% from PHP 42.6<br />
million as of December 31, <strong>20</strong>10 to PHP 43.1 million as of March 31, <strong>20</strong>11.<br />
Total liabilities increased by PHP 166.7 million or 15.4% from PHP 1.084 billion as of December 31, <strong>20</strong>10 to<br />
PHP 1.250 billion as of March 31, <strong>20</strong>11. Current liabilities increased by PHP 166.7 million or 15.4% from PHP<br />
1.083 billion as of December 31, <strong>20</strong>10 to PHP 1.250 billion as of March 31, <strong>20</strong>11 mainly due to the increase in<br />
payables by PHP 333.7 million or 167.2% from PHP 199.5 million as of December 31, <strong>20</strong>10 to PHP 533.2<br />
million as of March 31, <strong>20</strong>11. Interest-bearing loans decreased by PHP 176.0 million or -<strong>20</strong>.1% from PHP<br />
877.0 million as of December 31, <strong>20</strong>10 to PHP 701.0 million as of March 31, <strong>20</strong>11. Interest-bearing loans<br />
consist of unsecured, short-term peso-denominated loans from various local financial institutions with interest<br />
rates ranging from 5.0% to 6.0% per annum in First Quarter <strong>20</strong>11 and 5.5% to 6.0% in <strong>20</strong>10.<br />
Accounts payable and other liabilities increased by PHP 342.7 million or 166.0% to PHP 549.1 million as of<br />
March 31, <strong>20</strong>11 compared with PHP <strong>20</strong>6.4 million as of December 31, <strong>20</strong>10. Comprising accounts payable<br />
and other liabilities are payables to beneficiaries of PHP 123.3 million, payables to agents, couriers and<br />
trading clients of PHP 347.7 million, payable to suppliers of PHP 0.6 million, accrued expenses of PHP 16.6<br />
million, withholding tax payable of PHP 2.4 million, advances from related parties of PHP 40.6 million, income<br />
tax payable of PHP 16.0 million, and non-trade payables of PHP 1.9 million. Long-term debt amounting to<br />
PHP 0.8 million as of March 31, <strong>20</strong>11 represents retirement liability.<br />
The Company’s stockholders’ equity as of March 31, <strong>20</strong>11 stood at PHP 1.286 billion, higher by PHP 15.0<br />
million or 1.2% against the year-end <strong>20</strong>10 level of PHP 1.271 billion due to higher net income.<br />
On March 25, <strong>20</strong>11, the Company’s Board of Directors authorized the acquisition of additional equity in<br />
Worldwide Exchange Pty Ltd (“WEPL”) equivalent to thirty-five percent (35%) of WEPL’s outstanding capital<br />
stock for a total consideration of AUS$ 274,345.57. On March 31, <strong>20</strong>11, the sale and purchase transaction<br />
was completed bringing the shareholdings of the Company in WEPL to 70% direct voting interest and 30%<br />
indirect voting interest through the Company’s wholly-owned subsidiary: I-Remit Australia Pty Ltd. WEPL is<br />
engaged in servicing the remittance needs of overseas Filipino workers in Australia through its two (2)<br />
branches located in Blacktown, New South Wales and Perth, Western Australia.<br />
On April 15, <strong>20</strong>11, the Bangko Sentral ng Pilipinas reported that remittances from overseas Filipinos reached<br />
USD1.5 billion in February <strong>20</strong>11, posting a year-on-year increment of 6.2%. As a result, total remittances for<br />
the first two (2) months of the year totaled USD3.0 billion, representing a growth of 6.9%. <strong>Remittance</strong>s from<br />
sea-based and land-based workers for the two-month period registered increases of 12.7% and 5.5%,<br />
respectively.<br />
<strong>Remittance</strong> flows into the country continued to draw strength from steady demand for Filipino manpower<br />
abroad. Latest reports by the Philippine Overseas Employment Administration (POEA) indicated that 43,360<br />
job orders for service, production, and professional, technical and related workers were processed for the<br />
period January 1 – March 31, <strong>20</strong>11 in response to the manpower requirements in Saudi Arabia, United Arab<br />
Emirates (UAE), Qatar, Kuwait, and Taiwan.<br />
Data from the POEA also showed that the total number of deployed overseas workers for the period January-<br />
November <strong>20</strong>10 grew by 2.7% to 1,363,083 from 1,326,619 in the same period a year ago. Of the total<br />
deployed overseas workers, more than three-fourths were land-based, more than 70% of which were rehired<br />
workers. The leading destinations of the land-based workers (new hires and rehires) were Saudi Arabia, UAE,<br />
Hong Kong, Qatar and Singapore.<br />
On March 12, <strong>20</strong>11, the Saudi Arabia Ministry of Foreign Affairs announced that it would stop the processing<br />
of employment contracts for Filipino household service workers until further notice. According to Philippine<br />
labor officials, the ban is connected to the new Migrant Workers and Overseas Filipinos Act which requires<br />
prior to deployment a Department of Foreign Affairs (DFA) certification that the rights of domestic helpers<br />
would be adequately protected. As of November <strong>20</strong>10, there were 80,656 Filipino household service workers<br />
with an estimated 9,000 Filipinos deployed in Saudi Arabia.<br />
Also, in March <strong>20</strong>11, new Filipino workers flew to Taiwan after its Ministry of Foreign Affairs lifted deployment<br />
restrictions. Taiwan imposed restrictions on visa applications and work permits after the deportation to China<br />
of 14 Taiwanese accused of fraudulent activities.<br />
9
Recently, the BSP announced that it expects remittances from oversees Filipino workers (OFWs) growing by<br />
7% to a record level of USD<strong>20</strong>.1 billion this year from USD18.76 billion last year. This was lower than the<br />
earlier original growth target of eight percent to about USD<strong>20</strong>.2 billion this year. The BSP stated that<br />
remittances in <strong>20</strong>11 are expected to remain resilient amid possible downside risks such as the turmoil in the<br />
MENA region and natural disasters in Japan.<br />
Below are the comparative key performance indicators of the Company and its subsidiaries:<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income* over average stockholders’ equity during the<br />
period<br />
2% 5%<br />
Return on Assets (ROA) Net income* over average total assets during the period 1% 3%<br />
Earnings per Share (EPS) Net income* over average number of outstanding shares PHP 0.05 PHP 0.12<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
9% 10%<br />
Gross Income Revenue less total cost of services (PHP millions) 165.5 562.0<br />
* Net Income attributable to equity holders of the Parent Company and Minority Interest. EPS computed using Net Income<br />
attributable to equity holders of the Parent Company for the period ended March 31, <strong>20</strong>11 and for the year ended December<br />
31, <strong>20</strong>10 are PHP 0.06 and PHP 0.14, respectively.<br />
Below are the comparative key performance indicators of the Company’s subsidiaries:<br />
International <strong>Remittance</strong> (Canada) Ltd.<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
5% 3%<br />
Return on Assets (ROA) Net income over average total assets during the period 2% 1%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 3.12 PHP 1.80<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
7% 3%<br />
Gross Income Revenue less total cost of services (PHP millions) 23.7 97.5<br />
Lucky Star Management Limited<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
19% 89%<br />
Return on Assets (ROA) Net income over average total assets during the period 9% 26%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 10.39 PHP 30.53<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
-29% 8%<br />
Gross Income Revenue less total cost of services (PHP millions) 6.7 25.6<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
5% 39%<br />
Return on Assets (ROA) Net income over average total assets during the period 1% 6%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 1,650.29 PHP 10,191.13<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
15% 1%<br />
Gross Income Revenue less total cost of services (PHP millions) 10.5 43.8<br />
I-Remit Australia Pty Ltd<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
0.1% 1%<br />
Return on Assets (ROA) Net income over average total assets during the period 0.1% 0.2%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 2,433.00 PHP 14,435.50<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 0.1 0.3<br />
10
Worldwide Exchange Pty Ltd<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
-40% 5%<br />
Return on Assets (ROA) Net income over average total assets during the period -5% 1%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 15.52) PHP 2.00<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
21% <strong>20</strong>%<br />
Gross Income Revenue less total cost of services (PHP millions) 7.5 29.2<br />
I-Remit New Zealand Limited<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
11% <strong>20</strong>%<br />
Return on Assets (ROA) Net income over average total assets during the period -6% -9%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 719.31) (PHP 1,129.10)<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
19% 38%<br />
Gross Income Revenue less total cost of services (PHP millions) 1.4 8.8<br />
IREMIT EUROPE <strong>Remittance</strong> Consulting AG<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
149% -193%<br />
Return on Assets (ROA) Net income over average total assets during the period -22% -74%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 180.05) (PHP 666.31)<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
19% 94%<br />
Gross Income Revenue less total cost of services (PHP millions) 8.3 11.7<br />
Power Star Asia Group Limited<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
11% 38%<br />
Return on Assets (ROA) Net income over average total assets during the period 11% 36%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 22.72 PHP 63.27<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 21.7 62.4<br />
March 31, <strong>20</strong>11 vs. March 31, <strong>20</strong>10<br />
I-Remit realized a consolidated net income of PHP 28.4 million in First Quarter <strong>20</strong>11, an increase of PHP 3.9<br />
million or 15.8% over the consolidated net income of PHP 24.5 million in First Quarter <strong>20</strong>10.<br />
Revenues increased by PHP 26.3 million or 14.0% to PHP 214.3 million in First Quarter <strong>20</strong>11 from PHP 188.0<br />
million in First Quarter <strong>20</strong>10 mainly due to the 4.2% increase in transaction count (from 669,686 in First<br />
Quarter <strong>20</strong>10 to 698,007 in First Quarter <strong>20</strong>11) and a 9.5% increase in USD remittance volume (from USD<br />
292.6 million in First Quarter <strong>20</strong>10 to USD 3<strong>20</strong>.4 million in First Quarter <strong>20</strong>11). Of the total transaction count in<br />
First Quarter <strong>20</strong>11, the percentage contributions per region are as follows: Asia-Pacific, 43%; Middle East,<br />
27%; North America, 14%; and Europe, 13%. In terms of USD remittance volume, the regional contributions<br />
are as follows: Asia-Pacific, 33%; Middle East, 18%, North America, 15%, and Europe, 13%. Accordingly, the<br />
Company’s gross income increased by PHP 29.4 million or 21.6% from PHP 136.1 million in First Quarter<br />
<strong>20</strong>10 to PHP 165.5 million in First Quarter <strong>20</strong>11.<br />
Total operating expenses was higher by PHP 21.5 million or <strong>20</strong>.1% from PHP 106.9 million in First Quarter<br />
<strong>20</strong>10 to PHP 128.4 million in First Quarter <strong>20</strong>11 mainly on account of higher salaries, wages and employee<br />
benefits, professional fees, marketing and rental expenses.<br />
The total assets of the Company increased by PHP 486.0 million or 23.7% to PHP 2.537 billion as of March<br />
31, <strong>20</strong>11 against PHP 2.051 billion as of March 31, <strong>20</strong>10. Cash and cash equivalents increased by PHP 2<strong>20</strong>.6<br />
million or 29.8% from PHP 740.8 million as of March 31, <strong>20</strong>10 to PHP 961.4 million as of March 31, <strong>20</strong>11.<br />
Financial assets at FVPL, which consist of investments in private debt securities (listed overseas) held for<br />
11
trading, stood at PHP 111.0 million as of March 31, <strong>20</strong>11, an increase of PHP 50.6 million or 83.7% against<br />
PHP 60.4 million as of March 31, <strong>20</strong>10. Receivable increased by PHP 227.2 million or 22.2% from PHP 1.025<br />
billion as of March 31, <strong>20</strong>10 to PHP 1.252 billion as of March 31, <strong>20</strong>11. Other current assets decreased by<br />
PHP 16.0 million or -47.3% from PHP 33.9 million as of March 31, <strong>20</strong>10 to PHP 17.9 million as of March 31,<br />
<strong>20</strong>11. Investments in associates increased by PHP 2.0 million or 10.2% from PHP 19.6 million as of March<br />
31, <strong>20</strong>10 to PHP 21.6 million as of March 31, <strong>20</strong>11. Property and equipment-net decreased by PHP 1.1<br />
million or -3.9% from PHP 29.2 million as of March 31, <strong>20</strong>10 to PHP 28.1 million as of March 31, <strong>20</strong>11.<br />
Goodwill decreased by PHP 3.1 million or -3.2% from PHP 97.6 million as of March 31, <strong>20</strong>10 to PHP 94.5<br />
million as of March 31, <strong>20</strong>11 due to foreign exchange adjustment. Deferred tax asset increased by PHP 1.6<br />
million or 43.2% from PHP 3.6 million as of March 31, <strong>20</strong>10 to PHP 5.2 million as of March 31, <strong>20</strong>11. Software<br />
Costs–net increased by PHP 0.2 million or 8.8% from PHP 2.4 million as of March 31, <strong>20</strong>10 to PHP 2.6 million<br />
as of March 31, <strong>20</strong>11. Other noncurrent assets increased by PHP 4.0 million or 10.3% from PHP 39.1 million<br />
as of March 31, <strong>20</strong>10 to PHP 43.1 million as of March 31, <strong>20</strong>11.<br />
Total liabilities increased by PHP 468.2 million or 59.8% from PHP 782.8 million as of March 31, <strong>20</strong>10 to PHP<br />
1.250 billion as of March 31, <strong>20</strong>11. Current liabilities increased by PHP 471.0 million or 60.5% from PHP<br />
779.1 million as of March 31, <strong>20</strong>10 to PHP 1.250 billion as of March 31, <strong>20</strong>11 mainly due to the increase in<br />
interest-bearing loans by PHP 151.0 million or 27.4% from PHP 550.0 million as of March 31, <strong>20</strong>10 to PHP<br />
701.0 million as of March 31, <strong>20</strong>11. Interest-bearing loans consist of unsecured, short-term peso-denominated<br />
loans from various local financial institutions with interest rates ranging from 5.0% to 6.0% per annum in First<br />
Quarter <strong>20</strong>11 and 6.0% to 8.0% in First Quarter <strong>20</strong>10.<br />
Accounts payable and other liabilities increased by PHP 3<strong>20</strong>.0 million or 139.7% to PHP 549.1 million as of<br />
March 31, <strong>20</strong>11 compared with PHP 229.1 million as of March 31, <strong>20</strong>10. Comprising accounts payable and<br />
other liabilities are payables to beneficiaries of PHP 123.3 million, payables to agents, couriers and trading<br />
clients of PHP 347.7 million, payable to suppliers of PHP 0.6 million, accrued expenses of PHP 16.6 million,<br />
withholding tax payable of PHP 2.4 million, advances from related parties of PHP 40.6 million, income tax<br />
payable of PHP 16.0 million, and non-trade payables of PHP 1.9 million. Long-term debt amounting to PHP<br />
0.8 million as of March 31, <strong>20</strong>11 represents retirement liability.<br />
The Company’s stockholders’ equity as of March 31, <strong>20</strong>11 stood at PHP 1.286 billion, higher by PHP 17.8<br />
million or 1.4% against the March 31, <strong>20</strong>10 level of PHP 1.269 billion due to higher net income.<br />
On March 25, <strong>20</strong>11, the Company’s Board of Directors authorized the acquisition of additional equity in<br />
Worldwide Exchange Pty Ltd (“WEPL”) equivalent to thirty-five percent (35%) of WEPL’s outstanding capital<br />
stock for a total consideration of AUS$ 274,345.57. On March 31, <strong>20</strong>11, the sale and purchase transaction<br />
was completed bringing the shareholdings of the Company in WEPL to 70% direct voting interest and 30%<br />
indirect voting interest through the Company’s wholly-owned subsidiary: I-Remit Australia Pty Ltd. WEPL is<br />
engaged in servicing the remittance needs of overseas Filipino workers in Australia through its two (2)<br />
branches located in Blacktown, New South Wales and Perth, Western Australia.<br />
On April 15, <strong>20</strong>11, the Bangko Sentral ng Pilipinas reported that remittances from overseas Filipinos reached<br />
USD1.5 billion in February <strong>20</strong>11, posting a year-on-year increment of 6.2%. As a result, total remittances for<br />
the first two (2) months of the year totaled USD3.0 billion, representing a growth of 6.9%. <strong>Remittance</strong>s from<br />
sea-based and land-based workers for the two-month period registered increases of 12.7% and 5.5%,<br />
respectively.<br />
<strong>Remittance</strong> flows into the country continued to draw strength from steady demand for Filipino manpower<br />
abroad. Latest reports by the Philippine Overseas Employment Administration (POEA) indicated that 43,360<br />
job orders for service, production, and professional, technical and related workers were processed for the<br />
period January 1 – March 31, <strong>20</strong>11 in response to the manpower requirements in Saudi Arabia, United Arab<br />
Emirates (UAE), Qatar, Kuwait, and Taiwan.<br />
Data from the POEA also showed that the total number of deployed overseas workers for the period January-<br />
November <strong>20</strong>10 grew by 2.7% to 1,363,083 from 1,326,619 in the same period a year ago. Of the total<br />
deployed overseas workers, more than three-fourths were land-based, more than 70% of which were rehired<br />
workers. The leading destinations of the land-based workers (new hires and rehires) were Saudi Arabia, UAE,<br />
Hong Kong, Qatar and Singapore.<br />
On March 12, <strong>20</strong>11, the Saudi Arabia Ministry of Foreign Affairs announced that it would stop the processing<br />
of employment contracts for Filipino household service workers until further notice. According to Philippine<br />
labor officials, the ban is connected to the new Migrant Workers and Overseas Filipinos Act which requires<br />
prior to deployment a Department of Foreign Affairs (DFA) certification that the rights of domestic helpers<br />
would be adequately protected. As of November <strong>20</strong>10, there were 80,656 Filipino household service workers<br />
with an estimated 9,000 Filipinos deployed in Saudi Arabia.<br />
12
Also, in March <strong>20</strong>11, new Filipino workers flew to Taiwan after its Ministry of Foreign Affairs lifted deployment<br />
restrictions. Taiwan imposed restrictions on visa applications and work permits after the deportation to China<br />
of 14 Taiwanese accused of fraudulent activities.<br />
Recently, the BSP announced that it expects remittances from oversees Filipino workers (OFWs) growing by<br />
7% to a record level of USD<strong>20</strong>.1 billion this year from USD18.76 billion last year. This was lower than the<br />
earlier original growth target of eight percent to about USD<strong>20</strong>.2 billion this year. The BSP stated that<br />
remittances in <strong>20</strong>11 are expected to remain resilient amid possible downside risks such as the turmoil in the<br />
MENA region and natural disasters in Japan.<br />
Below are the comparative key performance indicators of the Company and its subsidiaries:<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income* over average stockholders’ equity during the<br />
period<br />
2% 2%<br />
Return on Assets (ROA) Net income* over average total assets during the period 1% 1%<br />
Earnings per Share (EPS) Net income* over average number of outstanding shares PHP 0.05 PHP 0.04<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
9% 17%<br />
Gross Income Revenue less total cost of services (PHP millions) 165.5 136.1<br />
* Net Income attributable to equity holders of the Parent Company and Minority Interest. EPS computed using Net Income<br />
attributable to equity holders of the Parent Company for the periods ended March 31, <strong>20</strong>11 and March 31, <strong>20</strong>10 are PHP<br />
0.06 and PHP 0.05, respectively.<br />
Below are the comparative key performance indicators of the Company’s subsidiaries:<br />
International <strong>Remittance</strong> (Canada) Ltd.<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
5% 3%<br />
Return on Assets (ROA) Net income over average total assets during the period 2% 1%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 3.12 PHP 1.87<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
7% 18%<br />
Gross Income Revenue less total cost of services (PHP millions) 23.7 24.1<br />
Lucky Star Management Limited<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
19% 16%<br />
Return on Assets (ROA) Net income over average total assets during the period 9% 4%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 10.39 PHP 3.48<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
-29% 24%<br />
Gross Income Revenue less total cost of services (PHP millions) 6.7 5.4<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
5% 9%<br />
Return on Assets (ROA) Net income over average total assets during the period 1% 1%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 1,650.29 PHP 1,943.58<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
15% 5%<br />
Gross Income Revenue less total cost of services (PHP millions) 10.5 10.5<br />
13
I-Remit Australia Pty Ltd<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
0.1% 7%<br />
Return on Assets (ROA) Net income over average total assets during the period 0.1% 1%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 2,433.00 PHP 137,411.11<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 0.1 0.1<br />
Worldwide Exchange Pty Ltd<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
-40% <strong>20</strong>%<br />
Return on Assets (ROA) Net income over average total assets during the period -5% 3%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 15.52) PHP 9.00<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
21% 29%<br />
Gross Income Revenue less total cost of services (PHP millions) 7.5 7.3<br />
I-Remit New Zealand Limited<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
11% -10%<br />
Return on Assets (ROA) Net income over average total assets during the period -6% 4%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 719.31) PHP 450.26<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
19% 155%<br />
Gross Income Revenue less total cost of services (PHP millions) 1.4 2.9<br />
IREMIT EUROPE <strong>Remittance</strong> Consulting AG<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
149% -10%<br />
Return on Assets (ROA) Net income over average total assets during the period -22% -8%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 180.05) (PHP 65.13)<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
19% 22%<br />
Gross Income Revenue less total cost of services (PHP millions) 8.3 1.7<br />
Power Star Asia Group Limited<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Performance Indicator Definition<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE)<br />
Net income over average stockholders’ equity during the<br />
period<br />
11% 11%<br />
Return on Assets (ROA) Net income over average total assets during the period 11% 9%<br />
Earnings per Share (EPS) Net income over average number of outstanding shares PHP 22.72 PHP 15.08<br />
Sales Growth<br />
Total transaction value in USD in present period over the<br />
previous year<br />
- -<br />
Gross Income Revenue less total cost of services (PHP millions) 21.7 16.3<br />
14
I-Remit, Inc. and Subsidiaries<br />
Consolidated Financial Statements<br />
December 31, <strong>20</strong>10 and <strong>20</strong>09<br />
and for the Years Ended December 31, <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08<br />
and<br />
Independent Auditors’ Report<br />
SyCip Gorres Velayo & Co.
I-REMIT, INC. AND SUBSIDIARIES<br />
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
1. Corporate Information<br />
I-Remit, Inc. (the Parent Company) was incorporated in the Philippines and was registered with<br />
the Securities and Exchange Commission (<strong>SEC</strong>) on March 5, <strong>20</strong>01 and started commercial<br />
operations on November 11, <strong>20</strong>01.<br />
The Parent Company, which is domiciled in the Philippines, has its registered office and principal<br />
place of business at 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City. The<br />
Parent Company’s common shares were listed with the Philippine Stock Exchange on<br />
October 17, <strong>20</strong>07.<br />
The Parent Company and its subsidiaries (collectively referred to as “the Group”), except Power<br />
Star Asia Group Limited (PSAGL), are primarily engaged in the business of fund transfer and<br />
remittance services of any form or kind of currencies or monies, either by electronic, telegraphic,<br />
wire or any other mode of transfer; delivery of such funds or monies, both in the domestic and<br />
international market, by providing either courier or freight forwarding services; and conduct<br />
foreign exchange transactions as may be allowed by law and other allied activities relative thereto.<br />
PSAGL, on the other hand, provides advisory and other services.<br />
The Parent Company’s subsidiaries and associates follow:<br />
Subsidiaries:<br />
International <strong>Remittance</strong><br />
Country of<br />
Incorporation<br />
Functional<br />
Currency<br />
Effective Percentage of Ownership<br />
December 31<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
(Canada) Ltd. (IRCL) Canada<br />
Canadian<br />
Dollar (CAD) 100.00 100.00 100.00<br />
Lucky Star Management<br />
Hong Kong<br />
Limited (LSML) Hong Kong Dollar (HKD) 100.00 100.00 100.00<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> United Great Britain<br />
Limited (IGRL)<br />
Kingdom Pound (GBP) 100.00 100.00 100.00<br />
I-Remit Australia Pty Ltd<br />
Australian<br />
(IAPL) Australia Dollar (AUD) 100.00 100.00 100.00<br />
Worldwide Exchange Pty<br />
Australian<br />
Ltd (WEPL)*<br />
IREMIT EUROPE<br />
<strong>Remittance</strong> Consulting<br />
Australia Dollar (AUD) 65.00 65.00 65.00<br />
AG (IERCAG) Austria Euro (EUR) 74.90 74.90 74.90<br />
I-Remit New Zealand<br />
New Zealand<br />
Limited (INZL) New Zealand Dollar (NZD) 100.00 100.00 100.00<br />
PSAGL Hong Kong Hong Kong<br />
Associates:<br />
Dollar (HKD) 100.00 100.00 100.00<br />
IRemit Singapore Pte Ltd<br />
Singapore<br />
(<strong>IS</strong>PL)<br />
Dollar (SGD) 49.00 49.00 49.00<br />
Hwa Kung Hong & Co.,<br />
New Taiwan<br />
Ltd.(HKHCL) Taiwan Dollar (NTD) 49.00 49.00 –<br />
* Consists of direct voting interest of 35.00% and indirect voting interest through IAPL of 30.00%<br />
The Parent Company is the ultimate parent company of the Group.<br />
*SGVMC113951*
2. Summary of Significant Accounting Policies<br />
- 2 -<br />
Basis of Preparation<br />
The accompanying consolidated financial statements of the Group have been prepared on a<br />
historical cost basis except for financial assets at fair value through profit or loss (FVPL) that have<br />
been measured at fair value. The financial statements are presented in Philippine peso, the Parent<br />
Company’s functional currency, and all values are rounded to the nearest peso except when<br />
otherwise indicated.<br />
Each entity in the Group determines its own functional currency and items included in the<br />
financial statements of each entity are measured using that functional currency. The respective<br />
functional currencies of the subsidiaries and associates are presented in Note 1.<br />
Statement of Compliance<br />
The accompanying consolidated financial statements have been prepared in compliance with<br />
Philippine Financial Reporting Standards (PFRS).<br />
Basis of Consolidation<br />
The consolidated financial statements of the Group are prepared for the same reporting year as the<br />
Parent Company, using consistent accounting policies.<br />
Subsidiaries are all entities over which the Parent Company has the power to govern the financial<br />
and operating policies generally accompanying a shareholding of more than one half of the voting<br />
rights. The existence and effect of potential voting rights that are currently exercisable or<br />
convertible are considered when assessing whether the Parent Company controls another entity.<br />
All significant intra-group balances, transactions, income and expenses and profits and losses<br />
resulting from intra-group transactions are eliminated in full.<br />
Subsidiaries are consolidated from the date on which control is transferred to the Parent Company.<br />
Control is achieved when the Parent Company has the power to govern the financial and operating<br />
policies of an entity so as to obtain benefits from its activities. Consolidation of subsidiaries<br />
ceases when control is transferred out of the Group.<br />
The results of subsidiaries acquired or disposed of during the year are included in the consolidated<br />
statement of income from the date of acquisition up to the date of disposal, as appropriate.<br />
When a change in ownership interest in a subsidiary occur which result in loss of control over the<br />
subsidiary, the Parent Company:<br />
• derecognizes the assets (including goodwill) and liabilities of the subsidiary;<br />
• derecognizes the carrying amount of any non-controlling interest;<br />
• derecognizes the related other comprehensive income recorded in equity and recycle the same<br />
to profit or loss or retained earnings;<br />
• recognizes the fair value of the consideration received;<br />
• recognizes the fair value of any investment retained; and<br />
• recognizes any surplus or deficit in profit or loss.<br />
*SGVMC113951*
- 3 -<br />
Business Combinations and Goodwill<br />
Business combinations are accounted for using the acquisition method. The cost of an acquisition<br />
is measured as the aggregate of the consideration transferred, measured at acquisition date fair<br />
value and the amount of any non-controlling interest in the acquiree. For each business<br />
combination, the acquirer measures the non-controlling interest in the acquiree either at fair value<br />
or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are<br />
expensed and included in operating expenses.<br />
When the Group acquires a business, it assesses the financial assets and liabilities assumed for<br />
appropriate classification and designation in accordance with the contractual terms, economic<br />
circumstances and pertinent conditions as at the acquisition date. This includes the separation of<br />
embedded derivatives in host contracts by the acquiree.<br />
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s<br />
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date<br />
through profit or loss.<br />
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at<br />
the acquisition date. Subsequent changes to the fair value of the contingent consideration which is<br />
deemed to be an asset or liability will be recognized in accordance with Philippine Accounting<br />
Standards (PAS) 39 either in profit or loss or as a change to other comprehensive income. If the<br />
contingent consideration is classified as equity, it should not be remeasured until it is finally<br />
settled within equity.<br />
Goodwill is initially measured at cost being the excess of the aggregate of fair value of the<br />
consideration transferred and the amount recognized for non-controlling interest over the net<br />
identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair<br />
value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.<br />
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For<br />
the purpose of impairment testing, goodwill acquired in a business combination is, from the<br />
acquisition date, allocated to each of the Group’s cash-generating units (CGU) that are expected to<br />
benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are<br />
assigned to those units.<br />
Business combinations prior to January 1, <strong>20</strong>10<br />
In comparison to the above-mentioned requirements, the following differences apply:<br />
Business combinations were accounted for using the purchase method. Transaction costs directly<br />
attributable to the acquisition formed part of the acquisition costs. The non-controlling interest<br />
(formerly known as minority interest) was measured at the proportionate share of the acquiree’s<br />
identifiable net assets.<br />
Business combinations achieved in stages were accounted for as separate steps. Any additional<br />
acquired share of interest did not affect previously recognized goodwill.<br />
When the Group acquired a business, embedded derivatives separated from the host contract by<br />
the acquiree were not reassessed on acquisition unless the business combination resulted in a<br />
change in the terms of the contract that significantly modified the cash flows that otherwise would<br />
have been required under the contract.<br />
*SGVMC113951*
- 4 -<br />
Contingent consideration was recognized if, and only if, the Group had a present obligation, the<br />
economic outflow was more likely than not and a reliable estimate was determinable. Subsequent<br />
adjustments to the contingent consideration were recognized as part of goodwill.<br />
Non-Controlling Interest<br />
Non-controlling interest represents the portion of profit or loss and net assets not owned, directly<br />
or indirectly, by the Parent Company.<br />
Non-controlling interests are presented separately in the consolidated statement of income,<br />
consolidated statement of comprehensive income, and within equity in the consolidated balance<br />
sheet, separately from the Parent Company’s shareholders’ equity. Any losses applicable to the<br />
non-controlling interests are allocated against the interests of the non-controlling interest even if<br />
this results in the non-controlling interest having a deficit balance. Acquisitions of noncontrolling<br />
interests that does not result in a loss of control are accounted for as equity transaction,<br />
whereby the difference between the consideration and the fair value of the share of the net assets<br />
acquired is recognized as an equity transaction and attributed to the owners of the Parent<br />
Company.<br />
Changes in Accounting Policies<br />
The accounting policies adopted are consistent with those of the previous financial year except for<br />
the adoption of the following new and amended PFRS, PAS and Philippine Interpretations which<br />
became effective on January 1, <strong>20</strong>10:<br />
New Standards and Interpretations<br />
• PFRS 3, Business Combinations (Revised)<br />
• PAS 27, Consolidated and Separate Financial Statements (Amended)<br />
• Philippine Interpretation International Financial Reporting Interpretation Committee<br />
(IFRIC) 17, Distributions of Non-Cash Assets to Owners<br />
Amendments to Standards<br />
• PAS 39 Amendment - Eligible Hedged Items<br />
• PFRS 2 Amendments - Group Cash-settled Share-based Payment Transactions<br />
Improvement to PFRS <strong>20</strong>08<br />
• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations<br />
Improvements to PFRSs <strong>20</strong>09<br />
• PFRS 2, Share-based Payment<br />
• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations<br />
• PFRS 8, Operating Segments<br />
• PAS 1, Presentation of Financial Statements<br />
• PAS 7, Statement of Cash Flows<br />
• PAS 17, Leases<br />
• PAS 34, Interim Financial Reporting<br />
• PAS 36, Impairment of Assets<br />
• PAS 38, Intangible Assets<br />
• PAS 39, Financial Instruments: Recognition and Measurement<br />
• Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives<br />
• Philippine Interpretation IFRIC 16, Hedge of a Net Investment in a Foreign Operation<br />
*SGVMC113951*
- 5 -<br />
Adopted new standards, amendments and interpretations that are deemed to have an impact on the<br />
financial statements or performance of the Group are described below:<br />
PFRS 3, Business Combinations (Revised) and PAS 27 Consolidated and Separate Financial<br />
Statements (Amended)<br />
PFRS 3 (Revised) introduces significant changes in the accounting for business combinations<br />
occurring after becoming effective. Changes affect the valuation of non-controlling interest, the<br />
accounting for transaction costs, the initial recognition and subsequent measurement of a<br />
contingent consideration and business combinations achieved in stages. These changes will<br />
impact the amount of goodwill recognized, the reported results in the period that an acquisition<br />
occurs and future reported results.<br />
PAS 27 (Amended) requires that a change in the ownership interest of a subsidiary (without loss<br />
of control) is accounted for as a transaction with owners in their capacity as owners. Therefore,<br />
such transactions will no longer give rise to goodwill, nor will it give rise to a gain or loss.<br />
Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as<br />
well as the loss of control of a subsidiary.<br />
The changes introduced by PFRS 3 (Revised) and PAS 27 (Amended) affect acquisitions or loss<br />
of control of subsidiaries and transactions with non-controlling interests after January 1, <strong>20</strong>10.<br />
The change in accounting policy was applied prospectively and had no material impact on<br />
earnings per share.<br />
Foreign Currency Translation<br />
The consolidated financial statements are presented in Philippine peso, which is the Parent<br />
Company’s functional currency. Each subsidiary in the Group determines its own functional<br />
currency and items included in the financial statements of each entity are measured using that<br />
functional currency.<br />
Transactions and balances<br />
Transactions in foreign currencies are initially recorded at the functional currency’s closing rate at<br />
the date of the transaction. For financial reporting purposes, foreign currency-denominated<br />
monetary assets and liabilities are translated in Philippine pesos based on the Philippine Dealing<br />
System (PDS) closing rate prevailing at the balance sheet date, and foreign currency-denominated<br />
income and expenses are translated at the PDS weighted average rate (PDSWAR) for the year.<br />
Exchange differences arising on translation are taken directly to the consolidated statement of<br />
income.<br />
Non-monetary items that are measured in terms of historical cost in a foreign currency are<br />
translated using the exchange rates as at the dates of the initial transactions. Non-monetary items<br />
measured at fair value in a foreign currency are translated using the exchange rates at the date<br />
when the fair value was determined. Any goodwill arising on the acquisition of a foreign<br />
operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on<br />
the acquisition are treated as assets and liabilities of the foreign operation and translated at the<br />
closing rate.<br />
Foreign subsidiaries<br />
As of the balance sheet date, the assets and liabilities of subsidiaries are translated into the Parent<br />
Company’s presentation currency (the Philippine peso) at the PDS closing rate prevailing at the<br />
balance sheet date, and their income and expenses are translated using the PDSWAR for the year.<br />
Exchange differences arising on translation are taken directly to equity under ‘Cumulative<br />
translation adjustment’. Upon disposal of a foreign entity, the deferred cumulative amount<br />
*SGVMC113951*
- 6 -<br />
previously recognized in other comprehensive income relating to the particular foreign operation<br />
is recognized in the consolidated 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 the dates of placement and that are subject to an insignificant risk of<br />
changes in fair value.<br />
Financial Instruments - Initial Recognition and Subsequent Measurement<br />
Date of recognition<br />
Purchases or sales of financial assets that require delivery of assets within the time frame<br />
established by regulation or market convention are recognized on the settlement date. Settlement<br />
date is the date on which the transaction is settled by delivery of the assets that are the subject of<br />
the agreement. Settlement date accounting refers to (a) the recognition of an asset on the day it is<br />
received by the Group, and (b) the derecognition of an asset and recognition of any gain or loss on<br />
disposal on the day that it is delivered by the Group. Any change in the fair value of the financial<br />
asset to be received is recognized in the consolidated statement of income for financial assets at<br />
FVPL. Receivables, beneficiaries and other payables, and interest-bearing loans are recognized<br />
when cash is received by the Group or advanced to the borrowers/beneficiaries.<br />
The classification of financial instruments at initial recognition depends on the purpose for which<br />
the financial instruments were acquired and their 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 the 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 for<br />
trading (HFT) and those designated as such, loans and receivables, held-to-maturity (HTM)<br />
investments and available-for-sale (AFS) investments. Financial liabilities are categorized into<br />
financial liabilities at FVPL and other financial liabilities carried at amortized cost. Management<br />
determines the classification of its instruments at initial recognition and, where allowed and<br />
appropriate, re-evaluates such designation at every balance sheet date.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Group has no financial liabilities at FVPL, AFS<br />
investments and HTM investments.<br />
HFT investments<br />
Financial assets are classified as HFT if they are acquired for the purpose of selling and<br />
repurchasing in the near term. Included in this classification are debt securities which have been<br />
acquired principally for trading purposes.<br />
The Group evaluated its HFT investments to determine whether the intention to sell them in the<br />
near term is still appropriate. When the Group is unable to trade these financial assets due to<br />
inactive markets and management’s intention to sell them in the foreseeable future significantly<br />
changes, the Group may elect to reclassify these financial assets in rare circumstances. The<br />
reclassification to loans and receivables, AFS investment or HTM investment depends on the<br />
nature of the asset. This evaluation does not affect any financial assets designated at FVPL using<br />
the fair value option at designation.<br />
HFT investments are recorded in the consolidated balance sheet at fair value. Changes in fair<br />
value are recognized as ‘Net trading gains’ in the consolidated statement of income. Interest<br />
earned is recognized as interest income included under ‘Other income’ in the consolidated<br />
statement of income. Quoted market prices, when available, are used to determine the fair value<br />
*SGVMC113951*
- 7 -<br />
of these financial instruments. If quoted market prices are not available, their fair values are<br />
estimated based on inputs that are observable in the market.<br />
Classified under this category are the 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 the effective interest method less any allowance for credit losses. Amortized cost is<br />
calculated by taking into account any discount or premium on acquisition and fees and costs that<br />
are an integral part of the effective interest rate (EIR). Gains and losses are recognized in the<br />
consolidated statement of income when the receivables are derecognized or impaired, as well as<br />
through the amortization process. Receivables are classified as current assets when the Group<br />
expects to realize or collect the asset within twelve months from the balance sheet date. Otherwise,<br />
these are classified as non-current assets.<br />
Classified under this category are the Group’s ‘Cash and cash equivalents’, ‘Accounts receivable’,<br />
‘Other receivables’ and refundable deposits included under ‘Other noncurrent assets’.<br />
Other financial liabilities<br />
Issued financial instruments or their components, which are not designated as at FVPL, are<br />
classified as other financial liability, where the substance of the contractual arrangement results in<br />
the Group having an obligation either to deliver cash or another financial asset to the holder, or to<br />
satisfy the obligation other than by the exchange of a fixed amount of cash or another financial<br />
asset for a fixed number of its own equity shares. These include liabilities arising from operations<br />
or borrowings. The components of issued financial instruments that contain both liability and<br />
equity elements are accounted for separately, with the equity component being assigned the<br />
residual amount after deducting from the instrument as a whole the amount separately determined<br />
as the fair value of the liability component on the date of issue.<br />
After initial measurement, other financial liabilities are subsequently measured at amortized cost<br />
using the effective interest method.<br />
Other financial liabilities include ‘Beneficiaries and other payables’ and ‘Interest-bearing loans’.<br />
Determination of fair value<br />
The fair value for financial instruments traded in active markets at the balance sheet date is based<br />
on their quoted market prices or dealer price quotations (bid price for long positions and ask price<br />
for short positions), without any deduction for transaction costs. When current bid and ask prices<br />
are not available, the price of the most recent transaction provides evidence of the current fair<br />
value as long as there has not been a significant change in economic circumstances since the time<br />
of the transaction.<br />
For all other financial instruments not listed in an active market, the fair value is determined by<br />
using appropriate valuation methodologies. Valuation methodologies include net present value<br />
techniques, comparison to similar instruments for which market observable prices exist, option<br />
pricing models, and other relevant valuation models.<br />
*SGVMC113951*
- 8 -<br />
Day 1 difference<br />
Where the transaction price in a non-active market is different from the fair value from other<br />
observable current market transactions in the same instrument or based on a valuation technique<br />
whose variables include only data from an observable market, the Group recognizes the difference<br />
between the transaction price and fair value (a Day 1 difference) in the consolidated statement of<br />
income unless it qualifies for recognition as some other type of asset. In cases where use is made<br />
of data which is not observable, the difference between the transaction price and model value is<br />
only recognized in the consolidated statement of income when the inputs become observable or<br />
when the instrument is derecognized. For each transaction, the Group determines the appropriate<br />
method of recognizing the 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 />
• the rights to receive cash flows from the asset have expired;<br />
• the Group retains the right to receive cash flows from the asset, but has assumed an obligation<br />
to pay them in full without material delay to a third part under a ‘pass through’ arrangement;<br />
or<br />
• the Group has transferred its rights to receive cash flows from the asset and either (a) has<br />
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor<br />
retained substantially all the risks and rewards of the asset, but has transferred control of the<br />
asset.<br />
When the Group has transferred its rights to receive cash flows from an asset or has entered into a<br />
pass-through arrangement, and has neither transferred nor retained substantially all the risks and<br />
rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the<br />
Group’s continuing involvement in the asset. Continuing involvement that takes the form of a<br />
guarantee over the transferred asset is measured at the lower of the original carrying amount of the<br />
asset and the maximum amount of consideration that the Group could be required to repay.<br />
Financial liability<br />
A financial liability is derecognized when the obligation under the liability is discharged,<br />
cancelled or has expired. When an existing financial liability is replaced by another from the same<br />
lender on substantially different terms, or the terms of an existing liability are substantially<br />
modified, such an exchange or modification is treated as a derecognition of the original liability<br />
and the recognition of a new liability, and the difference in the respective carrying amounts is<br />
recognized in the consolidated statement of income.<br />
Offsetting Financial Instruments<br />
Financial assets and financial liabilities are offset and the net amount reported in the consolidated<br />
balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized<br />
amounts and there is an intention to settle on a net basis, or to realize the asset and settle the<br />
liability simultaneously.<br />
Impairment of Financial Assets<br />
The Group assesses at each balance sheet date whether there 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, there is an objective evidence of impairment as a<br />
result of one or more events that has occurred after the initial recognition of the asset (an incurred<br />
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‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the<br />
financial asset or the group of financial assets that can be reliably estimated. Evidence of<br />
impairment may include indications that the borrower or a group of borrowers is experiencing<br />
significant financial difficulty, default or delinquency in interest or principal payments, the<br />
probability that they will enter bankruptcy or other financial reorganization, and where there are<br />
observable data that indicates that there is a measurable decrease in the 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, the Group first assesses whether objective evidence<br />
of impairment exists individually for financial assets that are individually significant, or<br />
collectively for financial assets that are not individually significant.<br />
If there is objective evidence that an impairment loss has been incurred, the amount of the loss is<br />
measured as the difference between the asset’s carrying amount and the present value of the<br />
estimated future cash flows (excluding future credit losses that have not been incurred). The<br />
carrying amount of the asset is reduced through the use of an allowance account and the amount of<br />
loss is charged to the consolidated statement of income. Interest income continues to be<br />
recognized based on the original EIR of the asset. Receivables, together with the associated<br />
allowance accounts, are written off when there is no realistic prospect of future recovery and all<br />
collateral has been realized. If subsequently, the amount of the estimated impairment loss<br />
decreases because of an event occurring after the impairment was recognized, the previously<br />
recognized impairment loss is reduced by adjusting the allowance account. If a future write-off is<br />
later recovered, any amounts formerly charged are credited to profit or loss.<br />
If the Group determines that no objective evidence of impairment exists for an individually<br />
assessed financial asset, whether significant or not, it includes the asset in a group of financial<br />
assets with similar credit risk characteristics and collectively assesses for impairment. Those<br />
characteristics are relevant to the estimation of future cash flows for groups of such assets by<br />
being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of<br />
the assets being evaluated. Assets that are individually assessed for impairment and for which an<br />
impairment loss is, or continues to be, recognized are not included in a collective assessment for<br />
impairment.<br />
The present value of the estimated future cash flows is discounted at the financial asset’s original<br />
EIR. If a financial asset has a variable interest rate, the discount rate for measuring any<br />
impairment loss is the current EIR, adjusted for the original credit risk premium.<br />
For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis<br />
of such credit risk characteristics as geographical classification. Future cash flows in a group of<br />
financial assets that are collectively evaluated for impairment are estimated on the basis of<br />
historical loss experience for assets with credit risk characteristics similar to those in the group.<br />
Historical loss experience is adjusted on the basis of current observable data to reflect the effects<br />
of current conditions that did not affect the period on which the historical loss experience is based<br />
and to remove the effects of conditions in the 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 other factors<br />
that are indicative of incurred losses in the group and their magnitude). The methodology and<br />
assumptions used for estimating future cash flows are reviewed regularly by the Group to reduce<br />
any differences between loss estimates and actual loss experience.<br />
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Investments in Associates<br />
The Group’s investments in its associates are accounted for using the equity method of<br />
accounting. An associate is an entity in which the Group has significant influence. The Group’s<br />
investments in associates include its 49.00% interest in <strong>IS</strong>PL and HKHCL, entities based in<br />
Singapore and Taiwan, respectively.<br />
Under the equity method, the investment in the associate is carried in the consolidated balance<br />
sheet at cost plus post acquisition changes in the Group’s share in the net assets of the associate.<br />
The consolidated statement of income reflects the share in the results of operations of the<br />
associate. Where there has been a change recognized directly in the equity of the associate, the<br />
Group recognizes its share of any changes and discloses this, when applicable, in the consolidated<br />
statement of changes in equity. Unrealized gains and losses resulting from transactions between<br />
the Group and the associate are eliminated to the extent of the interest in the associate.<br />
The Group’s share in the net income (loss) of its associates is shown in the consolidated statement<br />
of income as ‘Equity in net earnings’. This is the profit attributable to equity holders of the<br />
associate and therefore is profit after tax and non-controlling interests in the subsidiaries of the<br />
associates.<br />
The financial statements of the associate are prepared for the same reporting period as the Parent<br />
Company.<br />
After application of the equity method, the Group determines whether it is necessary to recognize<br />
an impairment loss on the Group’s investment in its associates. The Group determines at each<br />
balance sheet date whether there is any objective evidence that the investment in the associate is<br />
impaired. If this is the case the Group calculates the amount of impairment as the difference<br />
between the recoverable amount of the associate and its carrying value and recognizes the amount<br />
as impairment loss in the consolidated statement of income.<br />
Upon loss of significant influence over the associate, the Group measures and recognizes any<br />
remaining investment at its fair value. Any difference between the carrying amount of the<br />
associate upon loss of significant influence and the fair value of the retaining investment and<br />
proceeds from disposal is recognized in profit or loss.<br />
Property and Equipment<br />
Property and equipment is stated at cost less accumulated depreciation and amortization and any<br />
impairment in value.<br />
The initial cost of property and equipment comprises its purchase price and any directly<br />
attributable costs of bringing the property and equipment to its working condition and location for<br />
its intended use.<br />
Expenditures incurred after the property and equipment have been put into operation, such as<br />
repairs and maintenance are normally charged to operations in the year in which the costs are<br />
incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in<br />
an increase in the future economic benefits expected to be obtained from the use of an item of<br />
property and equipment beyond its originally assessed standard of performance, the expenditures<br />
are capitalized as an additional cost of property and equipment.<br />
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Depreciation and amortization is calculated on a straight-line basis over the estimated useful life of<br />
the property and equipment as follows:<br />
Office and communication equipment 3 years<br />
Transportation and delivery equipment 3 to 5 years<br />
Furniture and fixtures 3 to 5 years<br />
Leasehold improvements 5 years or the term of the lease,<br />
whichever is shorter<br />
The carrying values of property and equipment are reviewed for impairment when events or<br />
changes in circumstances indicate the carrying value may not be recoverable. If any such<br />
indication exists and where the carrying values exceed the estimated recoverable amount, the asset<br />
or CGU are written down to their recoverable amount (see policy on Impairment of Nonfinancial<br />
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 the<br />
asset (calculated as the difference between the net disposal proceeds and the carrying amount of<br />
the asset) is included in the consolidated statement of income in the year the 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 year-end to ensure that these are consistent<br />
with the expected pattern of economic benefits from the 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 either finite or indefinite.<br />
Intangibles assets with finite lives are amortized over the useful economic life and assessed for<br />
impairment whenever there is an indication that the intangible assets may be impaired. The<br />
amortization period and the amortization method for an intangible asset with a finite useful life are<br />
reviewed at least at each balance sheet date. Changes in the expected useful life or the expected<br />
pattern of consumption of future economic benefits embodied in the asset is accounted for by<br />
changing the amortization period or method, as appropriate, and treated as changes in accounting<br />
estimates. The amortization expense on intangible assets with finite lives is recognized in the<br />
consolidated statement of income in the expense category consistent with the function of the<br />
intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually<br />
either individually or at the CGU level. Such intangibles are not amortized. The useful life of an<br />
intangible asset with an indefinite life is reviewed annually to determine whether indefinite life<br />
assessment continues to be supportable. If not, the change in the useful life assessment from<br />
indefinite to finite is made on a prospective basis.<br />
Gains or losses arising from the derecognition of an intangible asset are measured as the difference<br />
between the net disposal proceeds and the carrying amount of the asset and are recognized in the<br />
consolidated statement of income when the asset is derecognized.<br />
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Software costs<br />
Software costs are carried at cost less accumulated amortization and any impairment in value. The<br />
cost of the asset is the amount of cash or cash equivalents paid or the fair value of the other<br />
considerations given up to acquire the asset at the time of its acquisition or production. Software<br />
costs are amortized on a straight-line basis over the estimated useful life of three (3) years.<br />
Goodwill<br />
Any excess of the acquisition cost over the fair values of the identifiable net assets acquired is<br />
recognized as goodwill. Goodwill represents the excess of the acquisition cost of IRCL, IGRL,<br />
IAPL, LSML and WEPL (see Note 13) over the fair value of their identifiable net assets at the<br />
date of acquisition. Following initial recognition, goodwill is measured at cost less any<br />
accumulated impairment losses. Goodwill is reviewed for impairment annually (see accounting<br />
policy on Impairment of Nonfinancial Assets).<br />
Impairment of Nonfinancial assets<br />
Investments in associates<br />
The Group assesses at each balance sheet date whether there is any indication that its investments<br />
in associates may be impaired. If any indication exists, the Group estimates the asset’s<br />
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value<br />
less cost to sell and its value in use. Where the carrying amount of an asset or CGU exceeds its<br />
recoverable amount, the asset is considered impaired and is written down to its recoverable<br />
amount.<br />
Property and equipment and software costs<br />
At each balance sheet date, the Group assesses whether there 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 for an asset is required, the Group makes a formal estimate of<br />
recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell<br />
and its value in use and is determined for an individual asset, unless the asset does not generate<br />
cash inflows that are largely independent of those from other assets or groups of assets, in which<br />
case the recoverable amount is assessed as part of the CGU to which it belongs. Where the<br />
carrying amount of an asset (or CGU) exceeds its recoverable amount, the asset (or CGU) is<br />
considered impaired and is written down to its recoverable amount. In assessing value in use, the<br />
estimated future cash flows are discounted to their present value using a pre-tax discount rate that<br />
reflects current market assessments of the time value of money and the risks specific to the asset<br />
(or CGU). In determining fair value less cost to sell, recent market transactions are taken into<br />
account, if available. If no such transactions can be identified, an appropriate evaluation model is<br />
used. These calculations are corroborated with available fair value indicators.<br />
An impairment loss is charged to operations in the year in which it arises, unless the asset is<br />
carried at a revalued amount, in which case the impairment loss is charged to the revaluation<br />
increment of the said asset.<br />
An assessment is made at each balance sheet date as to whether there is any indication that<br />
previously recognized impairment losses may no longer exist or may have decreased. If such<br />
indication exists, the recoverable amount is estimated. A previously recognized impairment loss is<br />
reversed only if there has been a change in the estimates used to determine the asset’s recoverable<br />
amount since the last impairment loss was recognized. If that is the case, the carrying amount of<br />
the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying<br />
amount that would have been determined, net of depreciation and amortization, had no impairment<br />
loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated<br />
statement of income unless the asset is carried at a revalued amount, in which case the reversal is<br />
*SGVMC113951*
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treated as a revaluation increase. After such a reversal, the depreciation and amortization expense<br />
is adjusted in future years to allocate the asset’s revised carrying amount, less any residual value,<br />
on a systematic basis over its remaining life.<br />
Goodwill<br />
Goodwill is reviewed for impairment annually or more frequently if events or changes in<br />
circumstances indicate that the carrying value may be impaired.<br />
Impairment is determined for goodwill by assessing the recoverable amount of the CGU (or group<br />
of CGUs) to which the goodwill relates. Where the recoverable amount of the CGU (or group of<br />
CGUs) is less than the carrying amount of the CGU (or group of CGUs) to which goodwill has<br />
been allocated, an impairment loss is recognized immediately in the consolidated statement of<br />
income. Impairment losses relating to goodwill cannot be reversed for subsequent increases in its<br />
recoverable amount in future periods. The Group performs its annual impairment test of goodwill<br />
at the balance sheet date.<br />
Input Value Added Tax (VAT)<br />
Input VAT represents VAT imposed on the Parent Company by its suppliers for the 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 the extent that it is probable that the<br />
economic benefits will flow to the Group and the revenue can be reliably measured. The<br />
following specific recognition criteria must also be met before revenue is recognized:<br />
Delivery fees<br />
Revenue from delivery fees is recognized when the service is rendered net of amounts payable to<br />
principals (i.e., partner remittance companies) for fees billed on their behalf.<br />
Interest income<br />
Interest on financial instruments measured at amortized cost and interest bearing HFT investments<br />
is recognized based on the effective interest method of accounting.<br />
The effective interest method is a method of calculating the amortized cost of a financial asset or a<br />
financial liability and allocating the interest income or interest expense over the relevant period.<br />
The EIR is the rate that exactly discounts estimated future cash payments or receipts throughout<br />
the expected life of the financial instrument or, when appropriate, a shorter period to the net<br />
carrying amount of the financial asset or financial liability. When calculating the EIR, the Group<br />
estimates cash flows from the financial instrument (for example, prepayment options) but does not<br />
consider future credit losses. The calculation includes all fees and points paid or received between<br />
parties to the contract that are an integral part of the EIR, transaction costs and all other premiums<br />
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 thereafter using the rate of interest used to discount<br />
the future cash flows for the purpose of measuring the impairment loss.<br />
Net trading gain/loss<br />
Trading gain/loss represents results arising from trading activities, including all gains and losses<br />
from changes in fair value of HFT investments.<br />
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Rebates<br />
Rebates pertaining to refunds of bank service charges are recognized upon collection.<br />
Cost and Expenses<br />
Costs and expenses encompass losses as well as those expenses that arise in the course of the<br />
ordinary business activities of the Group. The following specific recognition criteria must also be<br />
met before costs and expenses are recognized:<br />
Cost of services<br />
This includes all expenses associated with the specific delivery fees. Such costs are recognized<br />
when the related delivery fees have been recognized.<br />
Operating expenses<br />
Operating expenses constitute costs incurred related to advertising and administering the business<br />
and are recognized when incurred.<br />
Taxes and licenses<br />
This includes all other taxes, local and national, including real estate taxes, licenses and permit<br />
fees included under ‘Other operating expenses’ in the consolidated statement of income.<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 the Parent Company is determined using the projected unit credit method.<br />
Under this method, the current service cost is the present value of retirement benefits payable in<br />
the future with respect to services rendered in the current period.<br />
The liability recognized in the consolidated balance sheet in respect of defined benefit retirement<br />
plan is the present value of the defined benefit obligation at the balance sheet date less the fair<br />
value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past<br />
service costs. The defined benefit obligation is calculated annually by an independent actuary<br />
using the projected unit credit method. The present value of the defined benefit obligation is<br />
determined by discounting the estimated future cash outflows using interest rates on Philippine<br />
government bonds that have terms to maturity approximating the terms of the related retirement<br />
liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial<br />
assumptions are credited to or charged against income when the net cumulative unrecognized<br />
actuarial gains and losses at the end of the previous period exceeded 10.00% of the higher of the<br />
defined benefit obligation and the fair value of plan assets at that date. These gains or losses are<br />
recognized over the expected average remaining working lives of the employees participating in<br />
the plan.<br />
Past-service costs, if any, are recognized immediately in income, unless the changes to the<br />
retirement plan are conditional on the employees remaining in service for a specified period of<br />
time (the vesting period). In this case, the past-service costs are amortized on a straight-line basis<br />
over the vesting period.<br />
The defined benefit asset or liability comprises the present value of the defined benefit obligation<br />
less past service costs not yet recognized and less the fair value of plan assets out of which the<br />
obligations are to be settled directly. The value of any asset is restricted to the sum of any past<br />
service cost not yet recognized and the present value of any economic benefits available in the<br />
form of refunds from the plan or reductions in the future contributions to the plan.<br />
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Leases<br />
The determination of whether an arrangement is, or contains a lease is based on the substance of<br />
the arrangement at the inception date of whether the fulfillment of the arrangement is dependent<br />
on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A<br />
reassessment is made after inception of the lease only if one of the following applies:<br />
(a) there is a change in contractual terms, other than a renewal or extension of the arrangement;<br />
(b) a renewal option is exercised or extension granted, unless the term of the renewal or extension<br />
was initially included in the lease term;<br />
(c) there is a change in the determination of whether fulfillment is dependent on a specified asset;<br />
or<br />
(d) there is a substantial change to the asset.<br />
When a reassessment is made, lease accounting shall commence or cease from the date when the<br />
change in circumstances gave rise to the reassessment for scenarios (a), (c), or (d) and at the date<br />
of renewal or extension for scenario (b).<br />
Group as a lessee<br />
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are<br />
classified as operating leases. Operating lease payments are recognized as an expense in the<br />
consolidated statement of income on a straight-line basis over the lease term.<br />
Group as a lessor<br />
Leases in which the Group does not transfer substantially all the risks and benefits of ownership of<br />
the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating<br />
lease are added to the carrying amount of the leased asset and recognized over the lease term on<br />
the same basis as rental income. Contingent rents are recognized as revenue in the period in which<br />
they are earned.<br />
Share-based Payment<br />
The Parent Company granted a stock purchase program to certain officers, employees and<br />
individuals (see Note 19) that is subject to a lock-up or vesting period of two (2) years and which<br />
ended on September 19, <strong>20</strong>09 . The Parent Company accounted for the share-based payment as an<br />
equity-settled transaction. The cost of equity-settled transactions is measured by reference to the<br />
fair value of the equity instrument at the date at which they are granted. The expense is<br />
recognized as part of ‘Salaries, wages and employee benefits’ in the consolidated statement of<br />
income, together with a corresponding increase in equity, over the lock-up period of two (2) years.<br />
The cumulative expense recognized for equity-settled transactions at each balance sheet date until<br />
the vesting date reflects the extent to which the vesting period has expired and the Group’s best<br />
estimate of the number of equity instruments that will ultimately vest. The expense in the<br />
consolidated statement of income for the period represents the movement in cumulative expense<br />
recognized at the beginning and end of the period.<br />
Income Taxes<br />
Current tax<br />
Current tax assets and liabilities for the current and prior periods are measured at the amount<br />
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used<br />
to compute the amount are those that are enacted or substantially enacted at the balance sheet date.<br />
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Deferred tax<br />
Deferred tax is provided, using the balance sheet liability method, on all temporary differences at<br />
the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for<br />
financial reporting purposes.<br />
Deferred tax liabilities are recognized for all taxable temporary differences, including asset<br />
revaluations. Deferred tax assets are recognized for all deductible temporary differences,<br />
carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over the<br />
regular corporate income tax (RCIT), if any, and unused net operating loss carryover (NOLCO), if<br />
any, to the extent that it is probable that taxable income will be available against which the<br />
deductible temporary differences and carryforward of unused tax credits from excess MCIT over<br />
RCIT and unused NOLCO can be utilized.<br />
Deferred tax liabilities are not provided on non-taxable temporary differences associated with<br />
investments in associates where the timing of the reversal of the temporary differences can be<br />
controlled and it is probable that the temporary differences will not be reverse in the foreseeable<br />
future.<br />
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to<br />
the extent that it is no longer probable that sufficient taxable income will be available to allow all<br />
or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at<br />
each balance sheet date and are recognized to the extent that it has become probable that future<br />
taxable income will allow the deferred tax assets to be recovered.<br />
Deferred tax assets and deferred tax liabilities are measured at the tax rates that are applicable to<br />
the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that<br />
have been enacted or substantially enacted at the balance sheet date.<br />
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set<br />
off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable<br />
entity and the 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 the consolidated 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 for all shares issued and outstanding. When the shares are<br />
sold at a premium, the difference between the proceeds and the 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 the ‘Capital paid-in excess of par value’ is not sufficient, the<br />
excess is charged against the ‘Retained earnings’.<br />
When the Group issues more than one class of stock, a separate account is maintained for each<br />
class of stock and the number of shares issued.<br />
‘Retained earnings’ represents accumulated earnings (losses) of the Group less dividends declared.<br />
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Own equity instruments which are reacquired (treasury shares) are recognized at cost as ‘Treasury<br />
stock’ and deducted from equity. No gain or loss is recognized in the consolidated statement of<br />
income on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any<br />
difference between the carrying amount and the consideration is recognized in ‘Capital paid-in<br />
excess of par value’.<br />
Earnings per Share<br />
Basic earnings per share (EPS) is computed by dividing net income for the year by the weighted<br />
average number of common shares issued and outstanding during the year, after giving retroactive<br />
effect to any stock dividends or stock splits, if any, declared during the year. Diluted EPS is<br />
computed by dividing net income applicable to common stockholders by the weighted average<br />
number of common shares issued and outstanding during the year after giving effect to assumed<br />
conversion of diluted potential common shares.<br />
Using the weighted average number of ordinary shares outstanding during the period reflects the<br />
possibility that the amount of shareholders’ capital varied during the 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 the period is the number of ordinary shares outstanding at the<br />
beginning of the period, adjusted by the number of ordinary shares bought back or issued during<br />
the period multiplied by a time-weighting factor. The time-weighting factor is the number of days<br />
that the shares are outstanding as a proportion of the total number of days in the period; a<br />
reasonable approximation of the 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 the Board of Directors (BOD) of the Parent Company. Dividends for<br />
the year that are approved after the balance sheet date are dealt with as an event after the balance<br />
sheet date.<br />
Provisions<br />
Provisions are recognized when the Group has a present obligation (legal or constructive) as a<br />
result of a past event, it is probable that an outflow of assets embodying economic benefits will be<br />
required to settle the obligation and a reliable estimate can be made of the amount of the<br />
obligation. Where the Group expects a provision to be reimbursed, the reimbursement is<br />
recognized as a separate asset but only when the reimbursement is virtually certain. The expense<br />
relating to any provision is presented in the consolidated statement of income, net of any<br />
reimbursement.<br />
Contingencies<br />
Contingent liabilities are not recognized in the consolidated financial statements. These are<br />
disclosed unless the possibility of an outflow of resources embodying economic benefits is<br />
remote. A contingent asset is not recognized in the consolidated financial statements but disclosed<br />
when an inflow of economic benefits is probable.<br />
Events After the Reporting Period<br />
Post year-end events that provide additional information about the Group’s financial position at<br />
the balance sheet date (adjusting events) are reflected in the financial statements. Post year-end<br />
events that are not adjusting events are disclosed in the notes to the financial statements when<br />
material.<br />
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Segment Reporting<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 other segments. Financial<br />
information on business segments is presented in Note 28.<br />
Standards Issued but not Effective<br />
The Group will adopt the following standards and interpretations enumerated below when these<br />
become effective. Except as otherwise indicated, the Group does not expect the adoption of these<br />
new and amended PFRS and Philippine Interpretations to have significant impact on its financial<br />
statements.<br />
Effective in <strong>20</strong>11<br />
PAS 24 (Amended), Related Party Disclosures<br />
The amended standard, effective for annual periods beginning on or after February 1, <strong>20</strong>10,<br />
clarifies the definition of a related party to simplify the identification of such relationships and to<br />
eliminate inconsistencies in its application.<br />
PAS 32, Financial Instruments: Presentation (Amendment) – Classification of Rights Issues<br />
The amendment to PAS 32 is effective for annual periods beginning on or after February 1, <strong>20</strong>10.<br />
It amends the definition of a financial liability classifying rights issues (and certain options or<br />
warrants) as equity instruments in cases where such rights are given pro rata to all of the existing<br />
owners of the same class of an entity’s non-derivative equity instruments, or to acquire a fixed<br />
number of the entity’s own equity instruments for a fixed amount in any currency.<br />
Philippine Interpretation IFRIC 14 (Amendment) - Prepayments of a Minimum Funding<br />
Requirement<br />
The amendment to Philippine Interpretation IFRIC 14 is effective for annual periods beginning on<br />
or after January 1, <strong>20</strong>11, with retrospective application. The amendment provides guidance on<br />
assessing the recoverable amount of a net pension asset. The amendment permits an entity to treat<br />
the prepayment of a minimum funding requirement as an asset.<br />
Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments<br />
Philippine Interpretation IFRIC - 19 is effective for annual periods beginning on or after July 1,<br />
<strong>20</strong>10. The interpretation clarifies that equity instruments issued to a creditor to extinguish a<br />
financial liability qualify as consideration paid. The equity instruments issued are measured at<br />
their fair value. In case that this cannot be reliably measured, the instruments are measured at the<br />
fair value of the liability extinguished. Any gain or loss is recognized immediately in profit or<br />
loss.<br />
Improvements to PFRSs <strong>20</strong>10<br />
Improvements to IFRSs is an omnibus of amendments to PFRSs. The amendments have not been<br />
adopted as they become effective for annual periods on or after either July 1, <strong>20</strong>10 or<br />
January 1, <strong>20</strong>11. The adoption of the following amendments will result in changes to accounting<br />
policies but will not have any impact on the financial position or performance of the Group.<br />
• PFRS 3, Business Combinations<br />
• PFRS 7, Financial Instruments: Disclosures<br />
• PAS 1, Presentation of Financial Statements<br />
• PAS 27, Consolidated and Separate Financial Statements<br />
• Philippine Interpretation IFRIC - 13, Customer Loyalty Programmes<br />
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- 19 -<br />
PAS 12, Income Taxes (Amendment) - Deferred Tax: Recovery of Underlying Assets<br />
The amendment to PAS 12 is effective for annual periods beginning on or after January 1, <strong>20</strong>12.<br />
It provides a practical solution to the problem of assessing whether recovery of an asset will be<br />
through use or sale. It introduces a presumption that recovery of the carrying amount of an asset<br />
will, normally, be through sale.<br />
Effective in <strong>20</strong>12<br />
Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate<br />
This Interpretation covers accounting for revenue and associated expenses by entities that<br />
undertake the 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 for 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 the construction<br />
materials and where the risks and rewards of ownership are transferred to the buyer on a<br />
continuous basis will also be accounted for based on stage of completion.<br />
PFRS 7, Financial Instruments: Disclosures (Amendments) - Disclosures-Transfers of Financial<br />
Assets<br />
The amendments to PFRS 7 are effective for annual periods beginning on or after July 1, <strong>20</strong>11.<br />
The amendments will allow users of financial statements to improve their understanding of<br />
transfer transactions of financial assets (for example, securitizations), including understanding the<br />
possible effects of any risks that may remain with the entity that transferred the assets. The<br />
amendments also require additional disclosures if a disproportionate amount of transfer<br />
transactions are undertaken around the end of a reporting period.<br />
Effective in <strong>20</strong>13<br />
PFRS 9, Financial Instruments: Classifications and Measurement<br />
PFRS 9, as issued in <strong>20</strong>10, reflects the first phase of the work on the replacement of PAS 39 and<br />
applies to classification and measurement of financial assets and financial liabilities as defined in<br />
PAS 39. In subsequent phases, hedge accounting and derecognition will be addressed. The<br />
completion of this project is expected in early <strong>20</strong>11.<br />
The Group will assess the impact of these amendments on its financial position/performance when<br />
they become effective.<br />
3. Significant Accounting Judgments and Estimates<br />
The preparation of the financial statements in compliance with PFRS requires the Group to make<br />
judgments and estimates that affect the reported amounts of assets, liabilities, income and<br />
expenses and disclosure of contingent assets and contingent liabilities. Future events may occur<br />
which will cause the assumptions used in arriving at the estimates to change. The effects of any<br />
change in estimates are reflected in the financial statements as they become reasonably<br />
determinable.<br />
Judgments and estimates are continually evaluated and are based on historical experience and<br />
other factors, including expectations of future events that are believed to be reasonable under the<br />
circumstances.<br />
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Judgments<br />
a. Functional Currency<br />
PAS 21 requires management to use its judgment to determine the entity’s functional currency<br />
such that it most faithfully represents the economic effects of the underlying transactions,<br />
events and conditions that are relevant to the entity. In making this judgment, the Group<br />
considers the following:<br />
• the currency that mainly influences sales prices for financial instruments and services (this<br />
will often be the currency in which sales prices for its financial instruments and services<br />
are denominated and settled);<br />
• the currency in which funds from financing activities are generated; and<br />
• the currency in which receipts from operating activities are usually retained.<br />
Each entity in the Group determines its own functional currency being the currency that<br />
mainly influences each entity’s revenues and costs and expenses. The functional currency of<br />
the Parent Company is the Philippine peso, while its subsidiaries are disclosed in Note 1.<br />
b. Fair value of financial instruments<br />
The fair values of financial instruments that are not quoted in active markets are determined<br />
using valuation techniques. The carrying values of financial assets and financial liabilities of<br />
the Group approximate their market values since these are short-term in nature (see Note 4).<br />
c. Operating leases<br />
Group as lessee<br />
The Group has entered into commercial property leases as a lessee for its office premises. The<br />
Group has determined, based on an evaluation of the terms and conditions of the arrangements<br />
(i.e., the lease does not transfer ownership of the asset to the lessee by the end of the lease<br />
term, the lessee has no option to purchase the asset at a price that is expected to be sufficiently<br />
lower than the fair value at the date the option is exercisable, and the lease term ranges from<br />
one - ten years only), that all significant risks and rewards of ownership of the properties it<br />
leases are not transferable to the Group.<br />
Group as lessor<br />
The Group has entered into commercial property leases as lessor. The Group has determined,<br />
based on an evaluation of the terms and conditions of the arrangements that it retains all the<br />
significant risks and rewards of ownership of these properties and accounts for the contracts as<br />
operating leases.<br />
d. Contingencies<br />
The Group is currently involved in various proceedings. The estimate of the probable costs<br />
for the resolution of these claims has been developed in consultation with outside counsel<br />
handling the defense in these matters and is based upon an analysis of potential results. The<br />
Group currently does not believe these proceedings will have a material effect on the Group’s<br />
financial position. It is possible, however, that future results of operations could be materially<br />
affected by changes in the estimates or in the effectiveness of the strategies relating to these<br />
proceedings (see Note 29).<br />
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e. Determination of whether the Group is acting as a principal or an agent<br />
The Group assesses its revenue arrangements against the following criteria to determine<br />
whether it is acting as a principal or an agent:<br />
• whether the Group has primary responsibility for providing the goods and services;<br />
• whether the Group has inventory risk;<br />
• whether the Group has discretion in establishing prices; and<br />
• whether the Group bears the credit risk.<br />
If the Group has determined it is acting as a principal, revenue is recognized on a gross basis<br />
with the amount remitted to the other party being accounted for as part of costs and expenses.<br />
If the Group has determined it is acting as an agent, only the 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 other arrangements.<br />
f. Going concern<br />
The Group’s management has made an assessment of the Group’s ability to continue as a<br />
going concern and is satisfied that the Group has the resources to continue in business for the<br />
foreseeable future. Furthermore, management is not aware of any material uncertainties that<br />
may cast significant doubt upon the Group’s ability to continue as a going concern. Therefore,<br />
the financial statements continue to be prepared on the going concern basis.<br />
Estimates<br />
a. Credit losses on receivables<br />
The Group reviews its receivables at each balance sheet date to assess whether an allowance<br />
for credit losses should be recorded in the consolidated balance sheet. In particular, judgment<br />
by management is required in the estimation of the amount and timing of future cash flows<br />
when determining the level of allowance required. Such estimates are based on assumptions<br />
about a number of factors such as the length of the Group’s relationship with counterparties<br />
(i.e., agents and couriers), current credit status, average age of accounts, collection and<br />
historical loss experience. Actual results may differ, resulting in future changes to the<br />
allowance.<br />
As of December 31, <strong>20</strong>10, accounts receivable and other receivables are carried in the<br />
consolidated balance sheet at P=1.06 billion and P=0.10 billion, respectively (see Notes 8 and 9).<br />
As of December 31, <strong>20</strong>09, accounts receivable and other receivables are carried in the<br />
consolidated balance sheet at P=1.14 billion and P=0.11 billion, respectively. The Group has<br />
assessed that there was no objective evidence of impairment on its receivables as of<br />
December 31, <strong>20</strong>10 and <strong>20</strong>09.<br />
b. Impairment of nonfinancial assets<br />
(i) Investments in associates<br />
The Group assesses impairment on its investments in associates whenever events or<br />
changes in circumstances indicate that the carrying amount of the assets may not be<br />
recoverable. Among others, the factors that the Group considers important, which could<br />
trigger an impairment review on its investments in associates, include the following:<br />
• deteriorating or poor financial condition;<br />
• recurring net losses; and<br />
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- 22 -<br />
• significant changes with an adverse effect on the associate have taken place during the<br />
period, or will take place in the near future, in the technological, market, economic, or<br />
legal environment in which the associate operates.<br />
(ii) Goodwill<br />
The Group determines whether goodwill is impaired at least on an annual basis. This<br />
requires an estimation of the recoverable amount, which is the higher of the net selling<br />
price or value in use of the CGU to which the goodwill is allocated.<br />
The Group’s impairment test for goodwill is based on value in use calculations that use a<br />
discounted cash flow model. The cash flows are derived from the budget for the next five<br />
years and do not include restructuring activities that the Group is not yet committed to or<br />
significant future investments that will enhance the asset base of the CGU being tested.<br />
The recoverable amount is most sensitive to the discount rate used for the discounted cash<br />
flow model as well as the expected future cash-inflows and the growth rate used for<br />
extrapolation purposes.<br />
(iii) Property and equipment and software costs<br />
The Group assesses impairment on property and equipment and software costs whenever<br />
events or changes in circumstances indicate that the carrying amount of the asset may not<br />
be recoverable. The factors that the Group considers important, which could trigger an<br />
impairment review, include the following:<br />
• significant underperformance relative to expected historical or projected future<br />
operating results;<br />
• significant changes in the manner of use of the acquired assets or the strategy for<br />
overall business; and<br />
• significant negative industry or economic trends.<br />
The Group recognizes an impairment loss whenever the carrying amount of the asset<br />
exceeds its recoverable amount. The recoverable amount is determined based on the<br />
asset’s value in use computation, which considers the present value of estimated future<br />
cash flows expected to be generated from the continued use of the asset.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, no impairment losses were recognized on the Group’s<br />
nonfinancial assets, including goodwill. The carrying values of the Group’s nonfinancial<br />
assets follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Investments in associates (Note 11) P=<strong>20</strong>,932,236 P=19,024,162<br />
Property and equipment - net (Note 12) 27,013,308 27,8<strong>20</strong>,132<br />
Goodwill (Note 13) 93,092,118 97,582,106<br />
Software costs - net (Note 14) 2,081,746 2,704,684<br />
c. Estimated useful lives of property and equipment and software costs<br />
The Group reviews the estimated useful lives of property and equipment and software costs<br />
annually based on the expected asset utilization after considering the expected future<br />
technological developments and market behavior. Significant changes in these estimates<br />
resulting from changes in the factors aforementioned could possibly affect the future results of<br />
operations. Any decrease in the estimated useful life of the property and equipment and<br />
software costs would decrease their respective balances and increase the recorded depreciation<br />
and amortization.<br />
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As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the carrying values of Property and equipment and<br />
Software costs follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Property and equipment (Note 12) P=27,013,308 P=27,8<strong>20</strong>,132<br />
Software costs (Note 14) 2,081,746 2,704,684<br />
d. Recognition of deferred tax assets<br />
The Group reviews the carrying amounts of deferred tax assets at each consolidated balance<br />
sheet date and reduces it to the extent that it is no longer probable that sufficient taxable<br />
income will be available to allow all or part of the deferred tax assets to be utilized.<br />
Significant judgment is required to determine the amount of deferred tax assets that can be<br />
recognized, based upon the likely timing and level of future taxable income together with<br />
future tax planning strategies.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Group’s recognized deferred tax assets amounted to<br />
P=4.23 million and P=3.28 million, respectively. As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the<br />
Group’s recognized deferred tax liabilities amounted to P=0.03 million and nil, respectively.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company did not recognize net deferred tax<br />
assets on existing deductible temporary differences amounting to P=2.85 million and P=5.05<br />
million, respectively. Management believes that it is not highly probable that these temporary<br />
differences will be realized in the future (see Note 26).<br />
e. Present value of net retirement obligation<br />
The cost of defined benefit retirement plan and other post employment benefits are 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 the long-term nature of these benefits, such estimates are<br />
subject to significant uncertainty.<br />
The assumed discount rates were determined using the market yields on Philippine<br />
government bonds with terms consistent with the expected employee benefit payout as of the<br />
consolidated balance sheet date. Refer to Note 18 for the details of assumptions used in the<br />
calculation. As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the present value of the net retirement<br />
obligation of the Group amounted to P=0.78 million and P=3.63 million, respectively<br />
(see Note 18).<br />
f. Share-based payment transactions<br />
The Group determined the cost of its equity-settled stock purchase program at grant date using<br />
the price earnings multiple model taking into account the terms and conditions upon which the<br />
shares were granted. At year end, the Group estimates the 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 and P=2.16 million in <strong>20</strong>09 and <strong>20</strong>08, respectively (see Note 19).<br />
The vesting period of the stock purchase program ended on September 19, <strong>20</strong>09.<br />
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4. Fair Value Measurement<br />
- 24 -<br />
The following tables summarize the carrying amounts and fair values of the Group’s financial<br />
assets and financial liabilities:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Carrying Value Fair Value Carrying Value Fair Value<br />
Financial Assets<br />
Financial assets at FVPL<br />
Loans and receivables:<br />
P=102,905,294 P=102,905,294 P=65,800,288 P=65,800,288<br />
Cash and cash equivalents 883,817,947 883,817,947 962,813,647 962,813,647<br />
Accounts receivable<br />
Other receivables:<br />
1,059,299,273 1,059,299,273 1,139,480,887 1,139,480,887<br />
Minority shareholders 39,981,243 39,981,243 25,014,743 25,014,743<br />
Related parties 16,602,911 16,602,911 18,927,425 18,927,425<br />
Dividend – – 7,186,578 7,186,578<br />
Others<br />
Other noncurrent assets:<br />
26,906,7<strong>20</strong> 26,906,7<strong>20</strong> 43,747,994 43,747,994<br />
Refundable deposits 14,099,442 14,099,442 11,299,173 11,299,173<br />
Total<br />
Other Financial Liabilities<br />
Beneficiaries and other payables:<br />
P=2,143,612,830 P=2,143,612,830 P=2,274,270,735 P=2,274,270,735<br />
Beneficiaries P=144,960,550 P=144,960,550 P=147,449,679 P=147,449,679<br />
Agents, couriers and trading clients 44,773,236 44,773,236 86,624,144 86,624,144<br />
Payable to suppliers 2,958,634 2,958,634 2,243,487 2,243,487<br />
Accrued expenses 2,701,805 2,701,805 16,219,826 16,219,826<br />
Advances from related parties 1,431,156 1,431,156 2,489,351 2,489,351<br />
Dividends payable – – 3,915,372 3,915,372<br />
Others 5,165 5,165 6,497,933 6,497,933<br />
Interest-bearing loans 877,000,000 877,000,000 930,000,000 930,000,000<br />
Total P=1,073,830,546 P=1,073,830,546 P=1,195,439,792 P=1,195,439,792<br />
The following methods and assumptions were used to estimate the fair value of the financial<br />
instruments:<br />
Cash and cash equivalents, Account receivables, Other receivables, Beneficiaries and other<br />
payables and Interest-bearing loans - carrying amounts approximate fair values due to the<br />
relatively short-term maturities of these instruments.<br />
Financial assets at FVPL - fair values are based on quoted market prices.<br />
Refundable deposits - carrying amounts are deemed to approximate fair values since the fair value<br />
of certain deposits cannot be reasonably and reliably estimated.<br />
Fair Value Hierarchy<br />
The Group uses the following hierarchy for determining and disclosing the fair value of financial<br />
instruments by valuation technique:<br />
Level 1: quoted prices in active markets for identical assets or liabilities;<br />
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or<br />
liability, either 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 />
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As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the financial instruments carried at fair value only pertain to<br />
the Group’s financial assets at FVPL, which consist of investments in debt securities. The fair<br />
values of these debt securities are based on quoted prices (Level 1). There were no transfers<br />
between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair<br />
value measurements in <strong>20</strong>10 and <strong>20</strong>09.<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 these financial instruments is to raise funds for the Group’s fulfillment or delivery<br />
of remittance transactions to beneficiaries. The Group also has various other financial assets and<br />
liabilities such as cash and cash equivalents, accounts receivables and accounts payable to<br />
beneficiaries, which arise directly from its remittance operations.<br />
The main risks arising from the Group’s financial instruments are credit risk, foreign currency<br />
risk, cash flow interest rate risk, fair value interest rate risk and liquidity risk. The BOD reviews<br />
and approves policies for managing each of these risks and these are summarized below:<br />
Credit Risk<br />
Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to perform its<br />
obligations during the life of the transaction. This includes risk of non-payment by borrowers or<br />
issuers, failed settlement of transactions and default on contracts.<br />
The nature of its business exposes the Group to potential risk from difficulties in recovering<br />
transaction money from foreign partners. Receivables from agents arise as a result of its<br />
remittance operations in various regions of the globe. In order to address this, the Group has<br />
maintained the following credit policies: (a) implement a contract that incorporates a bond and<br />
advance payment cover such that the full amount of the transaction will be credited to the Group<br />
prior to their delivery to the beneficiaries, which applies generally to all new agents of the Group<br />
and in certain cases to old agents; (b) all foreign offices and agents must settle their accounts<br />
following the next banking day settlement policy, otherwise, the fulfillment or delivery of their<br />
remittance transactions will be put on hold; (c) evaluation of individual potential partners and<br />
preferred associates’ creditworthiness, as well as a close look into the other pertinent aspects of<br />
their partners’ businesses which assures the Group of the financial soundness of their partner<br />
firms; and (d) receivable balances are monitored daily by the regional managers with the result<br />
that the Group’s exposure to bad debts is not significant.<br />
Receivables from agents and couriers are highly collectible and have a turnover ranging from 1 to<br />
5 days and 30 to 60 days, respectively. Other receivables, which include advances to related<br />
parties, are also highly collectible and are due in less than one year.<br />
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The table below shows the maximum credit exposure of the Group per account classification as of<br />
December 31, <strong>20</strong>10 and <strong>20</strong>09 (see Notes 6, 7, 8, 9 and 14):<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Financial assets at FVPL P=102,905,294 P=65,800,288<br />
Loans and receivables:<br />
Cash and cash equivalents* 831,495,615 913,862,163<br />
Accounts receivables 1,059,299,273 1,139,480,887<br />
Other receivables:<br />
Minority shareholders 39,981,243 25,014,743<br />
Related parties 16,602,911 18,927,425<br />
Dividend – 7,186,578<br />
Others 26,906,7<strong>20</strong> 43,747,994<br />
Other noncurrent assets:<br />
Refundable deposits 14,099,442 11,299,173<br />
Total P=2,091,290,498 P=2,225,319,251<br />
* excludes cash on hand<br />
Maximum exposure for financial instruments recorded at fair value as shown above represent the<br />
risk exposure as of respective balance sheet dates but not the maximum risk exposure that could<br />
arise in the future as a result of changes in value.<br />
The table below shows the maximum credit exposure of the Group per geographical classification<br />
as of December 31, <strong>20</strong>10 and <strong>20</strong>09:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Asia Pacific P=1,869,838,619 P=2,035,284,877<br />
Middle East 106,023,556 68,374,702<br />
North America 58,180,050 61,943,096<br />
Europe 57,248,273 59,716,576<br />
Total P=2,091,290,498 P=2,225,319,251<br />
There are no past due receivables as of December 31, <strong>20</strong>10 and <strong>20</strong>09. The Group classifies its<br />
receivables as high grade. High grade financial assets includes instruments with credit ratings of<br />
excellent, strong, good, or satisfactory, wherein the borrower has a low probability of default and<br />
could withstand the normal business cycle. Financial assets at FVPL, which are issued by<br />
reputable companies, are classified as high grade.<br />
Foreign Currency Risk<br />
Foreign currency risk is the risk to earnings or capital arising from changes in foreign exchange<br />
rates. It is the Group’s policy that all daily foreign currencies, which arise as a result of its<br />
remittance transactions, must be traded daily with bank partners only at prevailing foreign<br />
exchange rates in the market. The daily closing foreign exchange rates shall be the guiding rate in<br />
providing wholesale rates and retail rates to foreign offices and agents, respectively. The trading<br />
proceeds will be used to pay out bank loans and other obligations of the Group.<br />
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The tables below summarize the Group’s exposure to foreign exchange risk. Included in the tables<br />
are the Group’s foreign currency-denominated monetary assets and liabilities as of<br />
December 31, <strong>20</strong>10 and <strong>20</strong>09, and their PHP equivalent.<br />
<strong>20</strong>10<br />
Cash and Cash<br />
PHP<br />
Currency<br />
Equivalents Receivables Payables Total Equivalent<br />
CAD 1,109,576 2,765,810 (121,524) 3,753,862 P=164,519,939<br />
HKD 5,410,983 14,370,305 (154,859) 19,626,429 110,564,310<br />
EUR 1,303,292 360,688 (96,888) 1,567,092 90,850,617<br />
USD 1,026,855 901,651 – 1,928,506 84,545,703<br />
AUD 470,898 718,244 (14,991) 1,174,151 52,360,146<br />
SGD 89,587 1,254,112 – 1,343,699 45,565,156<br />
NTD – 23,731,378 – 23,731,378 35,581,1<strong>20</strong><br />
GBP 153,415 570 (25,738) 128,247 8,715,<strong>20</strong>2<br />
NZD 128,277 105,825 (5,412) 228,690 7,659,688<br />
QAR 275 – – 275 3,312<br />
Net exposure P=600,365,193<br />
<strong>20</strong>09<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=215,142,963<br />
HKD 18,003,960 191,812 (762,940) 17,432,832 103,815,652<br />
EUR 660,755 285,307 (56,025) 890,037 59,134,254<br />
USD 1,218,815 1,311,537 – 2,530,352 116,902,262<br />
AUD 961,2<strong>20</strong> 1,775,058 (426,159) 2,310,119 94,7<strong>20</strong>,654<br />
SGD 5,654 1,443,109 – 1,448,763 47,642,803<br />
NTD – 51,271,915 – 51,271,915 73,431,637<br />
GBP 116,626 725,619 (17,674) 824,571 60,967,526<br />
NZD 124,193 310,706 (15,392) 419,507 13,721,906<br />
Net exposure P=785,479,657<br />
The following tables set forth for the year indicated the impact of reasonably possible changes in<br />
the rates of other currencies on pretax income.<br />
<strong>20</strong>10<br />
Change in<br />
Change in<br />
nominal<br />
nominal<br />
foreign currency Effect on foreign currency Effect on<br />
Currency<br />
exchange rate pretax income exchange rate pretax income<br />
EUR +8.87 P=7,430,736 -3.04 (P=2,546,724)<br />
USD +3.55 6,846,196 -1.61 (3,104,895)<br />
CAD +1.75 6,041,607 -2.09 (7,215,405)<br />
HKD +0.41 637,042 -0.08 (124,301)<br />
SGD +0.32 429,984 -1.87 (2,512,717)<br />
NTD +0.01 237,314 -0.12 (2,847,765)<br />
NZD +1.03 226,486 -3.09 (679,457)<br />
AUD +0.13 125,764 -7.05 (6,8<strong>20</strong>,290)<br />
GBP +8.01 118,164 -3.57 (52,665)<br />
QAR +1.73 476 -4.08 (1,122)<br />
*SGVMC113951*
- 28 -<br />
Change in nominal<br />
<strong>20</strong>09<br />
Change in nominal<br />
foreign currency Effect on foreign currency Effect on<br />
Currency<br />
exchange rate pretax income exchange rate pretax income<br />
EUR +4.75 P=1,028,328 -7.32 (P=1,584,707)<br />
USD +3.00 7,591,056 -0.33 (835,016)<br />
CAD +1.36 5,946,346 -7.19 (31,436,930)<br />
HKD +0.78 1,389,065 -0.97 (1,727,426)<br />
SGD +1.38 1,999,293 -2.19 (3,172,791)<br />
NTD +1.73 88,700,413 -4.08 (<strong>20</strong>9,189,413)<br />
NZD +1.73 517,166 -4.08 (1,219,675)<br />
AUD +3.51 6,681,524 -11.67 (22,214,639)<br />
GBP +7.52 5,537,585 -11.25 (8,284,286)<br />
Translation Risk<br />
The Group’s consolidated statement of financial position is exposed to foreign exchange<br />
fluctuations as these affect the translation of subsidiaries’ net assets and income and expenses<br />
denominated in foreign currencies. The following tables set forth for the year indicated the impact<br />
of reasonably possible changes in the rates of other currencies on equity.<br />
<strong>20</strong>10<br />
Change in<br />
Change in<br />
nominal<br />
nominal<br />
foreign currency Effect on foreign currency Effect on<br />
Currency<br />
exchange rate<br />
equity exchange rate<br />
equity<br />
HKD +0.41 P=14,638,271 -0.08 (P=2,856,248)<br />
CAD +1.75 855,5<strong>20</strong> -2.09 (1,021,735)<br />
GBP +8.01 355,672 -3.57 (158,5<strong>20</strong>)<br />
EUR +8.87 (299,049) -3.04 102,493<br />
NZD +1.03 (189,295) -3.09 567,885<br />
AUD +0.13 25,632 -7.05 (738,995)<br />
<strong>20</strong>09<br />
Change in<br />
Change in<br />
nominal<br />
nominal<br />
foreign currency Effect on foreign currency Effect on<br />
Currency<br />
exchange rate<br />
equity exchange rate<br />
equity<br />
HKD 0.78 18,518,265 -0.97 (23,029,124)<br />
CAD 1.36 643,691 -7.19 (3,403,041)<br />
GBP 7.52 223,690 -11.25 (334,643)<br />
EUR 4.75 3,597,284 -7.32 (5,543,604)<br />
NZD 1.73 (257,782) -4.08 607,948<br />
AUD 3.51 672,502 -11.67 (2,235,925)<br />
Cash Flow Interest Rate Risk<br />
Interest rate risk arises from the possibility that changes in interest rates will affect future cash<br />
flows of financial instruments.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the 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 the risk that the fair value of a financial instrument will fluctuate due<br />
to changes in market interest rates.<br />
The Group accounts for its debt investments at fair value. Thus, changes in the benchmark interest<br />
rate will cause changes in the fair value of quoted debt instruments.<br />
*SGVMC113951*
- 29 -<br />
The following table demonstrates the sensitivity to a reasonably possible change in interest rates,<br />
with all other variables held constant, of the Group’s profit before tax as of December 31, <strong>20</strong>10<br />
and <strong>20</strong>09. There is no impact on the Group’s equity other than those already affecting the profit or<br />
loss.<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Increase in Sensitivity of Increase in Sensitivity of<br />
basis points trading gains basis points trading gains<br />
Currency PHP +50bps (1,495,140) +50bps (3,403,557)<br />
Currency PHP -50bps 1,226,880 -50bps 3,963,733<br />
Liquidity Risk<br />
Liquidity or funding risk is the risk that an entity will encounter difficulty in raising funds to meet<br />
commitments associated with financial instruments.<br />
The Group’s objective is to maintain a balance between continuity of funding and flexibility<br />
through the use of short-term debts. In addition, the Group maintains credit facilities with local<br />
banks. As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company has unused credit facilities<br />
amounting to P=1.02 billion and P=0.60 billion, respectively (see Note 16).<br />
Financial assets<br />
Maturity profile of financial assets held for liquidity purposes is shown below. Analysis of debt<br />
securities at FVPL into maturity groupings is based on the expected date on which these assets<br />
will be realized. For other assets, the analysis is based on the remaining period from the end of the<br />
reporting period to the contractual maturity date, or if earlier, the expected date the assets will be<br />
realized.<br />
Financial liabilities<br />
The maturity grouping is based on the remaining period from the end of the reporting period to the<br />
contractual maturity date. When a counterparty has a choice of when the amount is paid, the<br />
liability is allocated to the earliest period in which the Group can be required to pay.<br />
The tables below summarize the maturity profile of the Group’s financial instruments based on<br />
undiscounted contractual payments.<br />
Less than 5 days<br />
<strong>20</strong>10<br />
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=873,637,916 P=10,180,031 P=– P=883,817,947<br />
through profit or loss – – 102,905,294 102,905,294<br />
Accounts receivables 1,059,299,273 – – 1,059,299,273<br />
P=1,932,937,189 P=10,180,031 P=102,905,294 P=2,046,022,514<br />
Financial liabilities<br />
Beneficiaries and other payables:<br />
Beneficiaries P=144,960,550 P=– P=– P=144,960,550<br />
Agents, couriers and trading<br />
clients 44,773,236 – – 44,773,236<br />
Payable to suppliers – – 2,958,634 2,958,634<br />
Accrued expenses – – 2,701,805 2,701,805<br />
Advances to related parties – – 1,431,156 1,431,156<br />
Others – – 5,165 5,165<br />
Interest-bearing loans 395,273,055 483,077,528 – 878,350,583<br />
P=585,006,841 P=483,077,528 P=7,096,760 P=1,075,181,129<br />
*SGVMC113951*
- 30 -<br />
Less than 5 days<br />
<strong>20</strong>09<br />
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 />
Accounts receivables 1,139,480,887 – – 1,139,480,887<br />
P=2,051,992,378 P=50,326,462 P=65,800,288 P=2,168,119,128<br />
Financial liabilities<br />
Beneficiaries and other payables:<br />
Beneficiaries P=147,449,679 P=– P=– P=147,449,679<br />
Agents, couriers and trading<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 />
Others – – 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 />
6. Cash and Cash Equivalents<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Cash on hand P=52,322,332 P=48,951,484<br />
Cash in banks (Note 25) 821,315,584 863,560,007<br />
Short-term deposits 10,180,031 50,302,156<br />
P=883,817,947 P=962,813,647<br />
Cash in banks earn interest at the respective bank deposit rates. Short-term deposits are made for<br />
varying periods of up to three months and earn interest at the respective short-term deposit rates.<br />
In <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, interest income included in ‘Other income’ in the consolidated statements<br />
of income amounted to P=3.47 million, P=7.90 million and P=7.21 million, respectively (see Note 23).<br />
The Group’s cash and cash equivalents denominated in foreign currency, with corresponding<br />
Philippine peso (PHP) equivalent, are as follows:<br />
December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Amount PHP equivalent Amount PHP equivalent<br />
EUR 1,303,292 P=75,557,071 660,755 P=43,900,708<br />
CAD 1,109,576 48,629,219 1,509,579 66,911,002<br />
USD 1,026,855 45,017,323 1,218,815 56,309,253<br />
HKD 5,410,983 30,482,448 18,003,960 107,216,823<br />
AUD 470,898 <strong>20</strong>,999,248 961,2<strong>20</strong> 39,412,423<br />
GBP 153,415 10,425,529 116,626 8,623,149<br />
NZD 128,277 4,296,479 124,193 4,062,303<br />
SGD 89,587 3,037,917 5,654 185,933<br />
QAR 275 3,312 – –<br />
P=238,448,546 P=326,621,594<br />
*SGVMC113951*
- 31 -<br />
Cash in banks earn interest rates ranging as follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
PHP 0.50% to 2.00% 0.50% to 2.00% 0.50% to 2.00%<br />
Foreign Currency Denominated 0.40% to 2.00% 0.40% to 2.00% 0.40% 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 for<br />
trading with an aggregate face value of US $2.97 million (P=130.12 million) and US $1.57 million<br />
(P=72.53 million) as of December 31, <strong>20</strong>10 and <strong>20</strong>09, respectively. As of December 31, <strong>20</strong>10 and<br />
<strong>20</strong>09, the carrying amount includes net unrealized gain of P=0.57 million and P=0.14 million,<br />
respectively. Both realized and unrealized gains and losses on financial assets at FVPL are<br />
included in ‘Net trading gains’ in the consolidated statements of income. Interest income earned<br />
in <strong>20</strong>10 and <strong>20</strong>09 amounts to P=9.04 million and P=7.28 million, respectively, which are included in<br />
‘Other income’ in the consolidated statements of income (see Note 23).<br />
8. Accounts Receivable<br />
Accounts receivable pertains mainly to receivables from agents and couriers. Receivables from<br />
agents pertain to advances made to fund the remittance transactions to beneficiaries. These are<br />
settled within 1 to 5 days from transaction date. Receivables from couriers pertain to advances<br />
made to the courier companies to ease up the door-to-door delivery of the remittances to the<br />
beneficiaries. These are settled within 30 to 60 days from transaction date.<br />
9. Other Receivables<br />
Other receivables consist of:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Minority shareholders P=39,981,243 P=25,014,743<br />
Related parties (Note 25) 16,602,911 18,927,425<br />
Bureau of Internal Revenue (BIR) 13,160,535 13,160,535<br />
Dividend – 7,186,578<br />
Others 26,906,7<strong>20</strong> 43,747,994<br />
P=96,651,409 P=108,037,275<br />
Receivable from the BIR pertains to the excess payments made by the Parent Company in <strong>20</strong>07<br />
for the Initial Public Offering (IPO) percentage tax. As of December 31, <strong>20</strong>10, the case is pending<br />
resolution with the Court of Tax Appeals. The Parent Company believes that it will be able to<br />
obtain the refund from the BIR.<br />
Receivables from minority shareholders pertain to advances made to the minority shareholders of<br />
IERCAG and WEPL. These are expected to be settled in <strong>20</strong>11.<br />
‘Others’ includes advances to employees, contractors and trading clients for foreign exchange<br />
transactions. These outstanding receivables are due either on demand or within one year.<br />
*SGVMC113951*
10. Other Current Assets<br />
This account consists of:<br />
- 32 -<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Prepaid expenses P=14,882,159 P=10,376,432<br />
Visa cards inventory 8,054,2<strong>20</strong> 9,308,037<br />
Office supplies 199,689 443,118<br />
Miscellaneous – 1,811,793<br />
P=23,136,068 P=21,939,380<br />
Prepaid expenses include prepayments for interest, rent, association dues and advertisements.<br />
‘Miscellaneous’ pertains mainly to refundable deposits, which are due within one year.<br />
11. Investments in Associates<br />
The Parent Company’s investments in associates consist of the following:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Acquisition cost:<br />
<strong>IS</strong>PL P=12,600,000 P=12,600,000<br />
HKHCL 3,573,974 3,573,974<br />
Accumulated equity in net earnings:<br />
16,173,974 16,173,974<br />
Balance at beginning of year 2,850,188 11,099,925<br />
Equity in net earnings during the year 2,504,455 6,146,792<br />
Dividends (596,381) (14,396,529)<br />
Balance at end of year 4,758,262 2,850,188<br />
P=<strong>20</strong>,932,236 P=19,024,162<br />
Acquisition of associates<br />
HKHCL<br />
On January 16, <strong>20</strong>09, the Parent Company’s BOD approved the acquisition of 49.00% ownership<br />
interest in HKHCL, for a consideration of NTD 2.45 million (P=3.57 million). HKHCL is a<br />
remittance business based in Taiwan. Accordingly, on July 1, <strong>20</strong>09 (acquisition date), the Parent<br />
Company remitted the cash payment to the existing stockholders of HKHCL.<br />
<strong>IS</strong>PL<br />
On June 2, <strong>20</strong>07, the Parent Company’s BOD approved the acquisition of 49.00% ownership<br />
interest in <strong>IS</strong>PL for a consideration of P=12.60 million. <strong>IS</strong>PL is a remittance business based in<br />
Singapore. Accordingly, on June 29, <strong>20</strong>07, the Parent Company acquired 49.00% ownership<br />
interest in <strong>IS</strong>PL through the execution of a deed of assignment by the previous stockholders (who<br />
are also stockholders of the Parent Company) of the entity.<br />
The Monetary Authority of Singapore has yet to approve the sale of 49.00% equity interest in<br />
<strong>IS</strong>PL to the Parent Company. The Parent Company and its legal counsel believe that the<br />
application for approval will merit favorable judgment and that any outcome will not affect the<br />
Parent Company’s purchase of 49.00% interest in <strong>IS</strong>PL.<br />
*SGVMC113951*
- 33 -<br />
The following tables present the summarized financial information of the Parent Company’s<br />
associates as of and for the years ended December 31, <strong>20</strong>10 and <strong>20</strong>09:<br />
<strong>20</strong>10<br />
Balance Sheets Statements of Income<br />
Total Total<br />
Gross<br />
Assets Liabilities Revenue<br />
(In thousands)<br />
Income Net Income<br />
HKHCL P=69,159 P=53,006 P=65,648 P=22,037 P=5,996<br />
<strong>IS</strong>PL 61,<strong>20</strong>9 40,638 56,130 33,198 4,754<br />
P=130,368 P=93,644 P=121,778 P=55,235 P=10,750<br />
<strong>20</strong>09<br />
Balance Sheets Statements of Income<br />
Total Total<br />
Gross Net Income<br />
Assets Liabilities Revenue<br />
(In thousands)<br />
Income (Loss)<br />
<strong>IS</strong>PL P=74,159 P=42,914 P=38,046 P=37,708 P=13,027<br />
HKHCL 31,970 30,572 21,096 14,295 (966)<br />
P=106,129 P=73,486 P=59,142 P=52,003 P=12,061<br />
12. Property and Equipment<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>20</strong>10<br />
Furniture<br />
and Fixtures<br />
Leasehold<br />
Improvements Total<br />
Cost<br />
Balance at beginning of year P=38,536,745 P=6,084,508 P=9,454,682 P=27,086,081 P=81,162,016<br />
Additions 6,135,953 3,116,461 1,074,464 3,712,282 14,039,160<br />
Disposals (195,500) (2,<strong>20</strong>2,818) (91,412) – (2,489,730)<br />
Exchange adjustments (923,547) 3,9<strong>20</strong> (290,382) (162,038) (1,372,047)<br />
Balance at end of year 43,553,651 7,002,071 10,147,352 30,636,325 91,339,399<br />
Accumulated Depreciation and<br />
Amortization<br />
Balance at beginning of year 27,932,474 2,422,598 5,391,722 17,595,090 53,341,884<br />
Depreciation and amortization 5,770,034 1,330,<strong>20</strong>3 1,255,968 4,188,639 12,544,844<br />
Disposals (88,344) (708,790) (25,900) – (823,034)<br />
Exchange adjustments (539,029) 2,679 (124,394) (76,859) (737,603)<br />
Balance at the end of the year 33,075,135 3,046,690 6,497,396 21,706,870 64,326,091<br />
Net Book Value at End of Year P=10,478,516 P=3,955,381 P=3,649,956 P=8,929,455 P=27,013,308<br />
Office and<br />
Communication<br />
Equipment<br />
Transportation<br />
and Delivery<br />
Equipment<br />
<strong>20</strong>09<br />
Furniture<br />
and Fixtures<br />
Leasehold<br />
Improvements Total<br />
Cost<br />
Balance at beginning of year P=34,525,351 P=6,455,478 P=9,479,976 P=<strong>20</strong>,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 end of year 38,536,745 6,084,508 9,454,682 27,086,081 81,162,016<br />
Accumulated Depreciation and<br />
Amortization<br />
Balance at beginning of year 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 12,554,531<br />
Exchange adjustments 732,788 25,<strong>20</strong>9 (355,167) 789,929 1,192,759<br />
Balance at end of year 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=27,8<strong>20</strong>,132<br />
*SGVMC113951*
- 34 -<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the cost of fully depreciated property and equipment still in<br />
use by the Group amounted to P=22.64 million and P=18.28 million, respectively.<br />
Details of depreciation and amortization follow:<br />
13. Goodwill<br />
Consolidated<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Property and equipment - net P=12,544,844 P=12,554,531 P=10,111,351<br />
Software cost - net (Note 14) 1,525,7<strong>20</strong> 1,665,896 1,482,668<br />
P=14,070,564 P=14,2<strong>20</strong>,427 P=11,594,019<br />
Movements in goodwill follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year P=97,582,106 P=91,517,043<br />
Exchange adjustment (4,489,988) 6,065,063<br />
Balance at end of year P=93,092,118 P=97,582,106<br />
The Group’s goodwill relate to the excess of the acquisition cost over the ownership interest<br />
acquired by the Parent Company in IGRL, IAPL, IRCL, LSML and WEPL, as follows:<br />
IGRL and IAPL<br />
On June 2, <strong>20</strong>07, the Parent Company’s BOD approved the acquisition of 100.00% ownership<br />
interest in both IGRL and IAPL for a consideration of P=71.<strong>20</strong> million and P=8.55 million,<br />
respectively. IGRL and IAPL are based in United Kingdom and Australia, respectively. These<br />
entities, which are in the remittance business, have the same operations as the Parent Company.<br />
Accordingly, on June 29, <strong>20</strong>07, the Parent Company acquired 100.00% ownership interest in<br />
IGRL and IAPL through the execution of deeds of assignment by the previous stockholders (who<br />
are also the stockholders of the Parent Company) of both entities. Under the deeds of assignment,<br />
the existing advances by the Parent Company to certain stockholders were applied as payment for<br />
the purchase of IGRL and IAPL.<br />
WEPL<br />
On June 2, <strong>20</strong>07, the Parent Company’s BOD also approved the acquisition of <strong>20</strong>.00% ownership<br />
interest in WEPL for a consideration of P=5.60 million. WEPL was incorporated and is based in<br />
Australia, and has the same operations as the Parent Company. Accordingly, on June 29, <strong>20</strong>07,<br />
the Parent Company acquired <strong>20</strong>.00% ownership interest in WEPL through the execution of a<br />
deed of assignment by the previous stockholders (who are also stockholders of the Parent<br />
Company) of the entity. Under the deed of assignment, the existing advances of the Parent<br />
Company to certain stockholders were applied as payment for the purchase of WEPL. On<br />
September 4, <strong>20</strong>07, an additional 15.00% ownership interest in WEPL was acquired by the Parent<br />
Company for a consideration of P=3.43 million.<br />
As discussed in Note 1, WEPL is effectively 65.00% owned by the Parent Company through its<br />
direct interest of 35.00% and indirect interest of 30.00% through IAPL. Accordingly, the financial<br />
statements of WEPL have been included in the consolidated financial statements.<br />
*SGVMC113951*
- 35 -<br />
The following is a summary of the fair values of the assets acquired and liabilities assumed (which<br />
approximate their respective carrying amounts) as of the dates of the 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 />
Other noncurrent assets 3,814 – – 3,814<br />
51,022 19,004 24,039 94,065<br />
Accounts payable 29,890 15,910 9,7<strong>20</strong> 55,5<strong>20</strong><br />
Due to related parties 19,915 1,956 – 21,871<br />
Other liabilities – 265 4,469 4,734<br />
49,805 18,131 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 69,983 7,679 5,585 83,247<br />
Consideration satisfied by application of<br />
advances to stockholders 71,<strong>20</strong>0 8,552 5,600 85,352<br />
Cash consideration – – 3,433 3,433<br />
Total considerations P=71,<strong>20</strong>0 P=8,552 P=9,033 P=88,785<br />
IRCL<br />
On October 1, <strong>20</strong>04, the Parent Company’s BOD approved the acquisition of 65.00% of IRCL for<br />
a consideration of P=10.34 million. IRCL, which was incorporated on July 16, <strong>20</strong>01, is based in<br />
Canada, and has the same operations as the Parent Company. The fair value of the net assets of<br />
IRCL at acquisition date is P=8.25 million and the fair value of the 65.00% ownership interest was<br />
P=5.36 million. The difference of P=4.98 million between the consideration paid and the fair value<br />
of the interest acquired in IRCL was recognized as goodwill. On July 26, <strong>20</strong>06, the additional<br />
30.00% ownership interest from a minority stockholder in IRCL was transferred to the Parent<br />
Company at no additional cost.<br />
On June 2, <strong>20</strong>07, the Parent Company’s BOD approved the acquisition of 5.00% ownership<br />
interest from a minority stockholder for a consideration of P=3.10 million taking its ownership in<br />
IRCL to 100.00%. Accordingly on June 29, <strong>20</strong>07, IRCL’s minority stockholder executed a deed<br />
of assignment to transfer the ownership interest to the Parent Company. Under the deed of<br />
assignment, the existing advances by the Parent Company to a certain stockholder was applied as<br />
payment for the purchase of IRCL. The fair value of the net assets of IRCL at acquisition date<br />
was P=11.50 million, and the fair value of the additional interest acquired was P=0.57 million. The<br />
difference of P=2.53 million between the consideration paid and the minority interest acquired in<br />
IRCL was recognized as goodwill.<br />
LSML<br />
LSML was incorporated on March 16, <strong>20</strong>01, is based in Hong Kong, and has the same operations<br />
as the Parent Company. On June 2, <strong>20</strong>07, the Parent Company’s BOD approved the acquisition of<br />
49.00% ownership interest in LSML from its minority stockholders for a consideration of<br />
P=24.70 million taking its ownership in LSML to 100.00%. Accordingly, on June 29, <strong>20</strong>07, the<br />
minority stockholder of LSML (who is also a stockholder of the Parent Company) executed a deed<br />
of assignment to transfer its ownership interest to the Parent Company. Under the deed of<br />
assignment, the existing advances by the Parent Company to the stockholder were applied as<br />
payment for the purchase of LSML. The fair value of the net assets of LSML at acquisition date<br />
was P=8.23 million and the fair value of the additional interest acquired was P=4.03 million. The<br />
*SGVMC113951*
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difference of P=<strong>20</strong>.67 million between the consideration paid and the minority interest acquired in<br />
LSML was recognized as goodwill.<br />
Goodwill acquired through business combination has been allocated to five individual CGUs as<br />
follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
IGRL P=50,991,293 P=55,479,979<br />
LSML 19,681,102 <strong>20</strong>,804,330<br />
IAPL 8,624,783 7,930,154<br />
IRCL 7,440,857 7,525,310<br />
WEPL 6,354,083 5,842,333<br />
P=93,092,118 P=97,582,106<br />
The recoverable amount of the CGUs have been determined based on value-in-use calculation<br />
using cash flow projections from financial budgets approved by senior management covering a<br />
five-year period. The discount rate applied to cash flow projections ranges from 7.31% to 8.83%<br />
in <strong>20</strong>10 and 7.41% to 9.13% in <strong>20</strong>09 and cash flows beyond the five year-period are extrapolated<br />
using a steady growth rate of 0.13% to 1.43% in <strong>20</strong>10 and 1.00% in <strong>20</strong>09.<br />
The calculation of the value-in-use of the CGUs are most sensitive to the following assumptions:<br />
• Growth rate - The forecasted growth rate is based on a very conservative steady growth rate<br />
that does not exceed the long term average rate for the industry.<br />
• Pre-tax discount rates - Discount rates reflect management’s estimate of the risks specific to<br />
each CGU. This is the benchmark used by management to assess operating performance.<br />
With regard to the assessment of the value-in-use of each CGU, management believes that no<br />
reasonably possible change in any of the above key assumptions would cause the carrying value<br />
of the goodwill to materially exceed its recoverable amount.<br />
14. Software Costs - net and Other Noncurrent Assets<br />
Movements in software costs follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Cost<br />
Balance at beginning of year P=11,425,409 P=9,247,962<br />
Additions 852,274 2,177,447<br />
Exchange adjustments 106,946 –<br />
Balance at end of year<br />
Accumulated Amortization<br />
12,384,629 11,425,409<br />
Balance at beginning of year 8,7<strong>20</strong>,725 7,054,829<br />
Amortization (Note 12) 1,525,7<strong>20</strong> 1,665,896<br />
Exchange Adjustment 56,438 –<br />
Balance at end of year 10,302,883 8,7<strong>20</strong>,725<br />
Net Book Value at end of year P=2,081,746 P=2,704,684<br />
*SGVMC113951*
Other noncurrent assets consist of:<br />
- 37 -<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Input VAT P=28,493,804 P=27,821,193<br />
Refundable deposits 14,099,442 11,299,173<br />
Deferred input VAT 350,550 375,043<br />
Others 44,000 131,008<br />
P=42,987,796 P=39,626,417<br />
The Parent Company has applied for tax credits on input VAT with the BIR and is awaiting for the<br />
issuance of its tax credit certificates (TCCs). The Parent Company believes that it will be able to<br />
obtain these TCCs for the outstanding input VAT.<br />
Refundable deposits pertain to the security deposits made by the Parent Company and some of its<br />
subsidiaries in relation to rental lease agreements for the office spaces in the Philippines, Hong<br />
Kong, United Kingdom, Canada and Italy.<br />
15. Beneficiaries and Other Payables<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Beneficiaries P=144,960,550 P=147,449,679<br />
Agents, couriers and trading clients 44,773,236 86,624,144<br />
Payable to suppliers 2,958,634 2,243,487<br />
Accrued expenses 2,701,805 16,219,826<br />
Withholding tax payable 2,045,708 2,492,773<br />
Advances from related parties (Note 25) 1,431,156 2,489,351<br />
Payable to government agency 6<strong>20</strong>,661 718,374<br />
Dividends payable – 3,915,372<br />
Others 5,165 6,497,933<br />
P=199,496,915 P=268,650,939<br />
Payables to beneficiaries, agents, couriers and trading clients are noninterest-bearing and are<br />
normally settled within 1 to 30 days.<br />
Accrued expenses include the Group’s accrual for various operating expenses such as vacation and<br />
sick leave benefits, courier charges, training and development, professional fees and utilities.<br />
16. Interest-Bearing Loans<br />
This account pertains to the Parent Company’s unsecured, short-term interest-bearing pesodenominated<br />
bank loans.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the outstanding loans payable of the Parent Company<br />
amounted to P=877.00 million and P=930.00 million, respectively.<br />
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In <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, these loans bear annual interest rates ranging from 5.50% to 6.00%,<br />
7.00% to 8.00% and 8.75% to 13.00%, respectively. In <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, the Parent<br />
Company recognized interest expense of P=29.21 million, P=48.68 million and P=13.25 million,<br />
respectively.<br />
The Parent Company has an unused credit facility with various banks amounting to P=1.02 billion<br />
and P=0.60 billion as of December 31, <strong>20</strong>10 and <strong>20</strong>09, respectively.<br />
The loans outstanding as of December 31, <strong>20</strong>10 were subsequently paid on various dates in<br />
January and February <strong>20</strong>11.<br />
17. Equity<br />
Capital Stock<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company’s capital stock consists of:<br />
Number<br />
of Shares Amount<br />
Common stock<br />
Authorized - P=1.00 par value per share<br />
Issued:<br />
1,000,000,000 P=1,000,000,000<br />
Balance at beginning and end of year 562,417,000 P=562,417,000<br />
Less treasury stock (9,329,000) (40,115,150)<br />
Issued and outstanding 553,088,000 P=522,301,850<br />
Dividends<br />
On March 19, <strong>20</strong>10, the BOD of the Parent Company declared cash dividends amounting to<br />
P=26.60 million or P=0.0481 per share, payable to shareholders-of-record as of April 8, <strong>20</strong>10. The<br />
declaration was subsequently ratified and confirmed by the Parent Company’ shareholders during<br />
their annual meeting held on July 23, <strong>20</strong>10. The payment was made on May 5, <strong>20</strong>10.<br />
On March 23, <strong>20</strong>09, the BOD of the 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>20</strong>09. The<br />
declaration was subsequently ratified and confirmed by the Parent Company’ shareholders during<br />
their annual meeting held on July 17, <strong>20</strong>09. The payment of dividends was made on May 6, <strong>20</strong>09.<br />
On April 25, <strong>20</strong>08, the BOD of the 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, <strong>20</strong>08. The<br />
declaration was subsequently ratified and confirmed by the Parent Company’ shareholders during<br />
their annual meeting held on July 31, <strong>20</strong>08. The payment of dividends was made on June 10,<br />
<strong>20</strong>08.<br />
Treasury Stock<br />
On August 15, <strong>20</strong>08, the Parent Company’s BOD approved the Buy-back Program to acquire up<br />
to ten million (10,000,000) of its shares, representing approximately 1.87% of the Parent<br />
Company’s total outstanding common shares, from the market. The Parent Company purchased<br />
9,329,000 shares (P=40.12 million) in <strong>20</strong>08 under the Buy-back Program and the same number of<br />
shares is outstanding as of December 31, <strong>20</strong>10 and <strong>20</strong>09.<br />
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In <strong>20</strong>09 and <strong>20</strong>08, the Parent Company purchased 130,900 shares (P=0.13 million) and<br />
548,500 shares (P=0.55 million), respectively, under the SSPP. The 808,100 shares (including<br />
128,700 shares purchased in <strong>20</strong>07) purchased under the SSPP, were subsequently transferred in<br />
September <strong>20</strong>09 to the retirement fund of the Parent Company (see Note 19).<br />
Capital Management<br />
The Group’s capital is composed of its equity, which amounts to P=1.27 billion and P=1.24 billion as<br />
of December 31, <strong>20</strong>10 and <strong>20</strong>09, respectively.<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’s value by optimizing the level and<br />
mix of its capital resources. Decisions on the allocation of capital resources are being performed<br />
as part of the strategic planning review.<br />
The Group manages its capital structure and makes adjustments to it, in light of changes in<br />
economic conditions. To maintain or adjust the capital structure, the Group may adjust the<br />
dividend payment to shareholders, return capital to shareholders or issue new shares. No changes<br />
were made in the objectives, policies or processes during the years ended December 31, <strong>20</strong>10 and<br />
<strong>20</strong>09.<br />
The Group’s objective is to ensure that there are no known events that may trigger direct or<br />
contingent financial obligation that is material to the Company, including default or acceleration<br />
of an obligation.<br />
The Group is not subject to externally imposed capital requirements.<br />
18. 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 for pension obligations are established for benefits payable in the form of retirement<br />
pensions. Benefits are dependent on years of service and the respective employee’s latest monthly<br />
salary.<br />
The Parent Company determined its transitional liability for defined benefit retirement plan merely<br />
as the present value of the obligation since the Parent Company had no plan assets at the date of<br />
the adoption. Transitional liability is amortized prospectively over five (5) years starting on<br />
January 1, <strong>20</strong>05.<br />
The latest actuarial valuation report on the retirement plan is dated December 31, <strong>20</strong>10.<br />
The principal actuarial assumptions used in determining the retirement liability of the Parent<br />
Company as of January 1, <strong>20</strong>10 and <strong>20</strong>09 follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Discount rate 11.25% 15.<strong>20</strong>%<br />
Future salary increases 9.00% 5.00%<br />
Expected return on plan assets 6.00% 5.00%<br />
Average remaining working life (in years) 31.8 31.0<br />
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The discount rates used to arrive at the present value of the obligation as of December 31, <strong>20</strong>10<br />
and <strong>20</strong>09 are 9.69% and 11.25%, respectively.<br />
The amounts recognized in the consolidated balance sheets follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Present value of obligation P=21,847,360 P=10,080,515<br />
Fair value of plan assets 15,196,930 12,421,022<br />
Deficit (surplus) 6,650,430 (2,340,507)<br />
Unrecognized Actuarial (loss) gain (5,872,169) 5,972,130<br />
Retirement liability P=778,261 P=3,631,623<br />
The movements in the fair value of plan assets in <strong>20</strong>10 and <strong>20</strong>09 are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year P=12,421,022 P=3,168,050<br />
Contributions 5,229,490 4,800,000<br />
Actuarial (loss) gain (2,643,029) 4,452,972<br />
Expected return on plan assets 738,073 –<br />
Benefits paid from plan assets (548,626) –<br />
Balance at end of year P=15,196,930 P=12,421,022<br />
The actual return on the plan assets of the Parent Company in <strong>20</strong>10 and <strong>20</strong>09 amounted to a loss<br />
of P=1.90 million and a gain of P=4.45 million, respectively.<br />
The movements in the present value of obligation follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year P=10,080,516 P=6,574,511<br />
Current service cost 2,143,246 1,819,273<br />
Interest cost 1,134,058 999,326<br />
Benefits paid from plan assets (548,626) –<br />
Actuarial loss 9,038,166 687,406<br />
Balance at end of year P=21,847,360 P=10,080,516<br />
The amounts of retirement expense included in ‘Salaries, wages and employee benefits’ in the<br />
consolidated statements of income follow:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Current service cost P=2,143,246 P=1,819,273 P=1,988,492<br />
Interest cost 1,134,058 999,326 788,666<br />
Expected return on plan assets (738,073) – –<br />
Actuarial (gains) loss recognized (163,104) (53,418) 32,268<br />
Amortization of transitional liability – 252,228 252,227<br />
P=2,376,127 P=3,017,409 P=3,061,653<br />
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The movements in the retirement liability recognized in the balance sheets are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year P=3,631,624 P=5,414,214<br />
Retirement expense 2,376,127 3,017,409<br />
Contributions (5,229,490) (4,800,000)<br />
Balance at end of year P=778,261 P=3,631,623<br />
Movements in the unrecognized actuarial (gains) losses are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year (P=5,972,130) (P=2,259,982)<br />
Actuarial loss (gain) during the year 11,681,195 (3,765,566)<br />
Actuarial gain recognized 163,104 53,418<br />
Balance at end of year P=5,872,169 (P=5,972,130)<br />
The major categories of plan assets follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Private equity securities* P=10,249,745 P=5,091,030<br />
Government debt securities 2,760,719 1,764,648<br />
Deposits in banks 2,047,387 4,843,861<br />
Due from BSP – 700,000<br />
Interest receivable 162,126 32,842<br />
Trust fee payable (23,047) (11,359)<br />
P=15,196,930 P=12,421,022<br />
*This includes P=0.81 million of the Parent Company’s own equity securities bought under SSPP (see Note 19).<br />
The amounts of experience adjustments relating to the plan liabilities of the Parent Company<br />
follow:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08 <strong>20</strong>07<br />
Present value of obligation P=21,847,360 P=10,080,516 P=6,574,511 P=7,770,113<br />
Fair value of plan assets 15,196,930 12,421,022 3,168,050 –<br />
Deficit (surplus) 6,650,430 (2,340,506) 3,406,461 7,770,113<br />
Changes in actuarial assumptions 9,932,542 1,070,082 (3,766,312) (9,785,892)<br />
Experience adjustments on plan<br />
liabilities (894,376) (382,676) (<strong>20</strong>6,448) 4,176,250<br />
Experience adjustments on plan assets (2,643,029) 4,452,972 – –<br />
19. Special Stock Purchase Program (SSPP)<br />
On July <strong>20</strong>, <strong>20</strong>07, the Parent Company’s BOD approved the proposal to set up a SSPP totaling<br />
15,000,000 shares for the employees of the Parent Company who have been in the service for at<br />
least one (1) calendar year as of June 30, <strong>20</strong>07, as well as its BOD members, resource persons and<br />
consultants (collectively referred to as “the Participants”). A Notice of Exemption under Section<br />
10.2 of the Securities Regulations Code had been approved by the <strong>SEC</strong> on September 13, <strong>20</strong>07.<br />
Notwithstanding the aforesaid confirmation by the <strong>SEC</strong> of the exempt status of the SSPP shares,<br />
the <strong>SEC</strong> nonetheless required the Parent Company to include the SSPP shares among the shares<br />
of the Parent Company which were registered with the <strong>SEC</strong> prior to the conduct of its Initial<br />
Public Offering in October <strong>20</strong>07. The registration of the Parent Company shares, together with<br />
the SSPP shares, was rendered effective on October 5, <strong>20</strong>07.<br />
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All 15,000,000 shares were exercised. The shares subject to the 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 the 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 years from date of issue, which ended on September 19, <strong>20</strong>09.<br />
The sale is further subject to the condition that should the officer or employee resign from the<br />
Parent Company prior to the expiration of the lock-up period, the shares purchased by such<br />
resigning employee or officer shall be purchased at cost by the Parent Company as Treasury stock.<br />
As of December 31, <strong>20</strong>09, 24 employees resigned (9 in <strong>20</strong>09, 13 in <strong>20</strong>08 and 2 in <strong>20</strong>07) and their<br />
shares totaling 808,100 (130,900 in <strong>20</strong>09, 548,500 in <strong>20</strong>08 and 128,700 in <strong>20</strong>07) were bought<br />
back by the Parent Company at par value.<br />
As approved by the Parent Company’s BOD, the fair value of the shares issued under the SSPP<br />
was measured at the grant date using the price-earnings multiple model taking into account the<br />
terms and conditions upon which the 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>20</strong>09, <strong>20</strong>08<br />
and <strong>20</strong>07, respectively.<br />
On September 19, <strong>20</strong>09, which is the end of the lock up period, the 808,100 shares bought back at<br />
cost was transferred to the Parent Company’s retirement fund upon reimbursement of the<br />
P=0.81 million paid by the Parent Company for those shares (see Note 18).<br />
The expense arising from the share-based payment plan is recognized over the two-year lock-up<br />
period. The expense recognized under ‘Salaries, wages and employee benefits’ in the statements<br />
of income amounted to P=1.53 million in <strong>20</strong>09 and P=2.16 million in <strong>20</strong>08.<br />
<strong>20</strong>. Operating Lease Commitments<br />
The Parent Company has entered into the following lease agreements for its office spaces:<br />
(a) On September 30, <strong>20</strong>08, a lease agreement with Sta. Elena Divisoria Condo was made for a<br />
period of 60 months commencing on October 1, <strong>20</strong>08 to September 30, <strong>20</strong>13 with a 10.00%<br />
escalation rate effective on the second year up to the fifth year of the lease term. The contract<br />
was cancelled in May <strong>20</strong>09.<br />
(b) A lease agreement with Wynsum Realty was entered into for a period of 36 months<br />
commencing on September 1, <strong>20</strong>08 to August 31, <strong>20</strong>10 with a 5.00% escalation on the<br />
monthly rental on the second year of the lease term. The contract was renewed for a period of<br />
3 years commencing on September 1, <strong>20</strong>10 to August 31, <strong>20</strong>13.<br />
(c) On February 7, <strong>20</strong>07, a lease agreement with Oakridge Properties (Unit 2503) was made for a<br />
period of 36 months commencing on February 1, <strong>20</strong>07 to January 31, <strong>20</strong>10 with a 10.00%<br />
escalation on the monthly rental payable effective on the 13th and 25th month of the lease<br />
term. The contract was renewed for another 2 years commencing on February 01, <strong>20</strong>10 to<br />
January 31, <strong>20</strong>12.<br />
(d) Operating lease agreements with Oakridge Properties (Unit 2603) were entered into for a<br />
period of 12 months, which commenced on December 1, <strong>20</strong>08 and expired on November 30,<br />
<strong>20</strong>09. The contract was renewed for a period of 2 years commencing on December 1, <strong>20</strong>09 to<br />
November 30, <strong>20</strong>11 with a 10.00% escalation on the aggregate monthly rental on the 13th<br />
month of the lease term.<br />
*SGVMC113951*
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(e) In December <strong>20</strong>05, a lease agreement with Oakridge Properties (Unit 2703) was entered into<br />
for a period of 35 months, which commenced on February 1, <strong>20</strong>06 and expires on January 31,<br />
<strong>20</strong>09. Renewal of this contract was made on January 6, <strong>20</strong>09 for a period of 24 months<br />
commencing February 1, <strong>20</strong>09 to January 31, <strong>20</strong>11 with a 10.00% escalation rate on the<br />
aggregate monthly rental effective on the 13th month of the lease term.<br />
Total rent expense of the Parent Company amounted to P=11.74 million, P=11.11 million and<br />
P=9.95 million in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, respectively (see Note 25).<br />
The subsidiaries have their respective operating lease agreements for their office spaces. The<br />
lease contracts are for periods ranging from 1 to 10 years and may be renewed under the terms and<br />
conditions mutually agreed upon by the subsidiaries and the lessors. Rent expense of the Group<br />
amounted to P=50.38 million, P=39.33 million, and P=32.53 million in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08,<br />
respectively.<br />
Future minimum rentals payable under non-cancelable operating leases are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Within one year P=51,662,348 P=39,529,430<br />
After one year but not more than five years 71,152,989 79,221,914<br />
More than five years – 6,145,388<br />
P=122,815,337 P=124,896,732<br />
21. Marketing Expenses<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Marketing and promotions P=34,637,750 P=22,1<strong>20</strong>,718 P=52,311,765<br />
Advertising and publicity 8,883,266 10,856,700 5,269,536<br />
P=43,521,016 P=32,977,418 P=57,581,301<br />
22. Other Operating Expenses<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Taxes and licenses P=7,580,9<strong>20</strong> P=4,531,430 P=2,824,233<br />
Repairs and maintenance 4,902,356 4,634,302 3,785,376<br />
Association dues 1,927,949 2,066,643 1,623,984<br />
Insurance 1,835,663 1,726,711 1,818,438<br />
Donations and contributions 1,155,280 1,<strong>20</strong>9,115 –<br />
Disallowance of input VAT by BIR – 1,338,804 –<br />
Miscellaneous 4,464,242 2,673,515 4,927,248<br />
P=21,866,410 P=18,180,5<strong>20</strong> P=14,979,279<br />
‘Miscellaneous’ includes various expenses incurred for the business development of potential<br />
foreign offices and other related expenses.<br />
*SGVMC113951*
- 44 -<br />
23. Realized Foreign Exchange Gains - Net and Other Income<br />
‘Realized foreign exchange gains - net’ represents currency exchange income (net of losses)<br />
arising primarily from trading third currencies to Philippine pesos. These third currencies are<br />
collected from the remittance transactions.<br />
‘Other income’ consists of:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Interest income (Notes 6 and 7) P=12,514,490 P=15,181,685 P=7,213,676<br />
Rebates 6,728,713 14,608,<strong>20</strong>4 –<br />
Unrealized foreign exchange gain - net 1,769,<strong>20</strong>2 5,172,171 4,722,355<br />
Others 6,1<strong>20</strong>,474 12,488,0<strong>20</strong> 12,847,617<br />
P=27,132,879 P=47,450,080 P=24,783,648<br />
Interest income pertains to interest earned from deposits, short-term placements with banks and<br />
financial assets at FVPL.<br />
Rebates pertain to refunds of bank service charges and foreign exchange special rates relating to<br />
the remittance transactions of WEPL.<br />
‘Others’ pertains to sub-lease rental income of subsidiaries.<br />
24. Other Charges<br />
Other charges of the Group pertain mainly to filing and regulatory fees paid by foreign offices and<br />
goods and services tax written off.<br />
25. Related Party Transactions<br />
Parties are considered to be related if one party has the ability, directly or indirectly, to control the<br />
other party or exercise significant influence over the other party in making financial and operating<br />
decisions. Parties are also considered to be related if they are subject to common control or<br />
common significant influence. Related parties may be individuals or corporate entities.<br />
In the ordinary course of business, the Group transacts with its related parties. Under the Group’s<br />
existing policies, these transactions are made substantially on the same terms and conditions as<br />
transactions with other individuals and businesses of comparable risks. The Group engages in<br />
transactions with related parties consisting primarily of the following:<br />
(a) Delivery fees in the Group’s consolidated statements of income in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08,<br />
including those arising from clients of associates are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
HKHCL P=33,<strong>20</strong>2,567 P=25,364,567 P=–<br />
<strong>IS</strong>PL 25,080,948 27,016,303 22,103,338<br />
P=58,283,515 P=52,380,870 P=22,103,338<br />
*SGVMC113951*
- 45 -<br />
(b) The Parent Company leases office spaces from Oakridge Properties. Rent expense amounted<br />
to P=9.25 million, P=8.17 million and P=8.02 million in <strong>20</strong>10, <strong>20</strong>09, and <strong>20</strong>08, respectively.<br />
Oakridge Properties is owned by JTKC, one of the stockholders of the Parent Company.<br />
(c) In <strong>20</strong>09, the Parent Company subleased an office space in Singapore with Surewell Equities<br />
Pte Ltd., a stockholder. Rental income in <strong>20</strong>09 amounted to P=1.03 million.<br />
(d) The Parent Company’s retirement fund is maintained with Sterling Bank of Asia (SBA), an<br />
affiliate, as trustee (see Note 18).<br />
(e) The Parent Company has deposits amounting to P=118.62 million and P=129.71 million with<br />
SBA, an affiliate, as of December 31, <strong>20</strong>10 and <strong>20</strong>09, respectively. These deposits earned<br />
P=1.12 million and P=1.16 million interest income in <strong>20</strong>10 and <strong>20</strong>09, respectively.<br />
In addition to the related information disclosed elsewhere in the consolidated financial statements,<br />
the following are the yearend balances in respect of transactions with related parties which were<br />
carried in terms that prevail in arm’s length transactions during the year:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Advances to related parties (Note 9):<br />
Affiliates<br />
Subsidiaries:<br />
P=6,977,436 P=4,338,803<br />
IAPL 4,056,364 5,628,134<br />
I-Remit-USA 1,778,138 1,805,866<br />
INZL – 1,261,266<br />
LSML 270,405 285,849<br />
IERCAG <strong>20</strong>7,445 265,126<br />
PSAGL – 2,452<br />
WEPL<br />
Associates<br />
94,113 –<br />
HKHCL 3,021,191 2,944,333<br />
<strong>IS</strong>PL – 2,181,783<br />
Others 197,819 213,813<br />
Advances from related parties (Note 15):<br />
P=16,602,911 P=18,927,425<br />
Affiliates P=1,431,156 P=2,489,351<br />
Advances to affiliates include cash advances to stockholders, officers and directors.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, no provision for credit losses has been recognized for the<br />
advances to related parties.<br />
In <strong>20</strong>10, the Parent Company received dividend amounting to P=0.60 million from dividends<br />
declared by <strong>IS</strong>PL.<br />
*SGVMC113951*
- 46 -<br />
The compensation of the key management personnel of the Group in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08 are as<br />
follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Short-term employee benefits P=21,059,431 P=19,232,031 P=17,538,530<br />
Post employee benefits 549,541 721,632 1,035,615<br />
Share-based program – 435,303 618,250<br />
P=21,608,972 P=<strong>20</strong>,388,966 P=19,192,395<br />
26. Income Taxes<br />
The provision for income tax consists of:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Current:<br />
RCIT P=28,576,367 P=40,862,007 P=57,164,870<br />
Final 643,945 1,534,105 1,052,470<br />
Deferred (921,460) (2,471,568) –<br />
P=28,298,852 P=39,924,544 P=58,217,340<br />
Parent Company<br />
Republic Act (RA) No. 9337, An Act Amending National Internal Revenue Code, provides that the<br />
RCIT rate shall be 35.00% until December 31, <strong>20</strong>08. Starting January 1, <strong>20</strong>09, the RCIT rate shall<br />
be 30.00%. It also provides that the interest allowed as a deductible expense is reduced by an<br />
amount equivalent to 42.00% until December 31, <strong>20</strong>08 and 33.00% starting January 1, <strong>20</strong>09 of<br />
interest income subjected to final tax.<br />
An MCIT of 2.00% on modified gross income is computed and compared with the RCIT. Any<br />
excess of the MCIT over the RCIT is deferred and can be used as a tax credit against future<br />
income tax liability for the next three years. In addition, current tax regulations provide for the<br />
ceiling on the amount of entertainment, amusement and recreation (EAR) expenses that can be<br />
claimed as a deduction against taxable income. The actual EAR expenses incurred by the Parent<br />
Company was P=2.84 million, P=2.62 million and P=4.08 million in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08,<br />
respectively. The allowed EAR limit was P=2.80 million, P=2.74 million, and P=3.13 million in <strong>20</strong>10,<br />
<strong>20</strong>09 and <strong>20</strong>08, respectively. Under the regulation, EAR expenses allowed as deductible expense<br />
for taxpayers engaged in the sale of services, including exercise of profession and use of lease<br />
properties, like the Parent Company, is limited to the actual EAR paid or incurred but not to<br />
exceed 1.00% of net revenue.<br />
RA No. 9504, An Act Amending National Internal Revenue Code, provides that starting<br />
July 1, <strong>20</strong>08, the optional standard deduction (OSD) equivalent to 40.00% of gross income may be<br />
claimed as an alternative deduction in computing for the RCIT. For the <strong>20</strong>10 and <strong>20</strong>09 RCIT<br />
computation, the Parent Company elected to claim itemized expense deductions instead of the<br />
OSD.<br />
*SGVMC113951*
- 47 -<br />
The table below shows the income tax rates provided on the assessable profit for the year of each<br />
subsidiary:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
PSAGL 16.50% 16.50%<br />
LSML 16.50% 16.50%<br />
IAPL 30.00% 30.00%<br />
WEPL 30.00% 30.00%<br />
INZL 30.00% 30.00%<br />
IGRL 21.00% 21.00%<br />
IRCL 34.<strong>20</strong>% 34.<strong>20</strong>%<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the deferred tax assets and liability recognized by the Group<br />
relates to the tax effects of the following:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Deferred tax assets on:<br />
Unused tax losses P=3,669,877 P=2,848,750<br />
Unused tax credits 443,755 321,002<br />
Accumulated depreciation 119,288 98,338<br />
Capital allowance – 13,605<br />
Subtotal<br />
Less deferred tax liability on:<br />
4,232,9<strong>20</strong> 3,281,695<br />
Capital allowance 29,765 –<br />
Net deferred tax assets P=4,<strong>20</strong>3,155 P=3,281,695<br />
The Parent Company did not set up deferred tax assets on the following temporary differences:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Temporary differences on:<br />
Accrued interest P=2,074,213 P=1,894,391<br />
Accrued courier charges 393,793 2,085,271<br />
Others 381,961 1,068,597<br />
P=2,849,967 P=5,048,259<br />
The management of the Parent Company believes that it is not highly probable that these<br />
temporary differences will be realized in the future.<br />
The Group did not recognize any deferred tax liabilities on unremitted earnings of the Group’s<br />
investments in associates amounting to P=4.76 million, P=2.85 million and P=11.10 million in <strong>20</strong>10,<br />
<strong>20</strong>09 and <strong>20</strong>08, respectively (see Note 11).<br />
*SGVMC113951*
- 48 -<br />
A reconciliation of the statutory income tax rates and the effective income tax rates in <strong>20</strong>10, <strong>20</strong>09<br />
and <strong>20</strong>08 follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Statutory income tax 30.00% 30.00% 35.00%<br />
Tax effects of:<br />
Nondeductible interest expense 0.34 0.45 0.41<br />
Interest income subject to final tax (3.98) (5.<strong>20</strong>) (0.42)<br />
Unrecognized deferred tax asset 3.68 (2.18) 1.26<br />
Others – – (5.32)<br />
Effective income tax 30.04% 23.07% 30.93%<br />
27. Earnings Per Share<br />
The basis of calculation for EPS attributable to equity holders of the Parent Company follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
a. Net income attributable to equity holders<br />
of the Parent Company<br />
b. Weighted average number of outstanding<br />
P=77,551,227 P=136,379,766 P=130,785,730<br />
common shares of the Parent Company 553,088,000 552,569,950 558,695,875<br />
c. Basic/diluted earnings per share (a/b) P=0.14 P=0.25 P=0.23<br />
As of December 31, <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, there are no dilutive potential common shares.<br />
28. Segment Reporting<br />
The Group’s operating businesses are organized and managed separately according to<br />
geographical areas representing strategic business units. These segments are the bases on which<br />
the Group reports its segment information. Transactions among segments are conducted at market<br />
rates on an arm’s length basis. The Group only reports a geographical segment analysis and no<br />
secondary business segment was presented since all operations relate to the remittance business.<br />
Segment assets are those operating assets that are employed by a segment in its operating activities<br />
that are either directly attributable to the segment or can be allocated to the segment on a<br />
reasonable basis.<br />
Segment liabilities are those operating liabilities that result from the operating activities of a<br />
segment and that are either directly attributable to the segment or can be allocated to the segment<br />
on a reasonable basis.<br />
*SGVMC113951*
- 49 -<br />
Segment information as of and for the years ended December 31, <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08 follow<br />
(amounts in thousands):<br />
<strong>20</strong>10<br />
North Adjustments<br />
Philippines Asia Pacific Europe America and eliminations Total<br />
Financial Performance<br />
Revenue P=463,249 P=128,963 P=68,640 P=109,058 P=– P=769,910<br />
Cost of services (180,569) (2,665) (13,160) (11,532) – (<strong>20</strong>7,926)<br />
Gross income 282,680 126,298 55,480 97,526 – 561,984<br />
Operating expenses (<strong>20</strong>4,595) (67,535) (101,354) (97,186) – (470,670)<br />
Other income (expense) 15,896 <strong>20</strong>,957 529 675 (35,158) 2,899<br />
Income before income tax 93,981 79,7<strong>20</strong> (45,345) 1,015 (35,158) 94,213<br />
Provision for income tax (16,430) (11,242) (278) (349) – (28,299)<br />
Net income 77,551 68,478 (45,623) 666 (35,158) 65,914<br />
Non-controlling interest<br />
Net income attributable to equity<br />
– – – – 11,637 11,637<br />
holders of the Parent Company P=77,551 P=68,478 (P=45,624) P=667 (P=23,521) P=77,551<br />
Financial Position<br />
Total assets P=2,4<strong>20</strong>,439 P=256,831 P=85,244 P=62,144 (P=468,508) P=2,356,150<br />
Total liabilities P=1,138,679 P=53,107 P=84,183 P=40,718 (P=232,440) P=1,084,247<br />
Other Segment Information -<br />
Capital expenditures P=5,949 P=1,015 P=6,081 P=994 P=– P=14,039<br />
Depreciation and amortization P=8,059 P=1,800 P=2,137 P=2,075 P=– P=14,071<br />
<strong>20</strong>09<br />
North Adjustments<br />
Philippines Asia Pacific Europe America and eliminations Total<br />
Financial Performance<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 – 547,7<strong>20</strong><br />
Operating expenses (179,005) (69,321) (73,965) (90,068) – (412,359)<br />
Other income (expense) 60,933 53,687 2,167 517 (79,592) 37,712<br />
Income before income tax 156,605 101,688 (15,742) 10,114 (79,592) 173,073<br />
Provision for income tax (27,198) (9,060) (278) (3,389) – (39,925)<br />
Net income 129,407 92,628 (16,0<strong>20</strong>) 6,725 (79,592) 133,148<br />
Non-controlling interest<br />
Net income attributable to equity<br />
– – – – 3,231 3,231<br />
holders of the Parent Company P=129,407 P=92,628 (P=16,0<strong>20</strong>) P=6,725 (P=76,361) P=136,379<br />
Financial Position<br />
Total assets P=2,404,902 P=248,228 P=73,889 P=81,580 (P=3<strong>20</strong>,488) P=2,488,111<br />
Total liabilities P=1,160,025 P=103,799 P=21,373 P=60,602 (P=110,115) P=1,235,684<br />
Other Segment Information<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=14,2<strong>20</strong><br />
*SGVMC113951*
- 50 -<br />
<strong>20</strong>08<br />
North Adjustments<br />
Philippines Asia Pacific Europe<br />
(In thousands)<br />
America and eliminations Total<br />
Financial Performance<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) – (196,631)<br />
Gross income 313,479 117,182 48,993 85,768 – 565,422<br />
Operating expenses (<strong>20</strong>7,181) (50,853) (67,519) (71,826) – (397,379)<br />
Other income (expense) 10,802 13,707 496 606 (5,459) <strong>20</strong>,152<br />
Income before income tax 117,100 80,036 (18,030) 14,548 (5,459) 188,195<br />
Provision for income tax (38,669) (14,808) (35) (4,705) – (58,217)<br />
Net income 78,431 65,228 (18,065) 9,843 (5,459) 129,978<br />
Non-controlling interest<br />
Net income attributable to equity<br />
– – – – 808 808<br />
holders of the Parent Company P=78,431 P=65,228 (P=18,065) P=9,843 (P=4,651) P=130,786<br />
Financial Position<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 P=873,605 P=40,170 P=117,103 P=33,039 (P=<strong>20</strong>6,412) P=857,505<br />
Other Segment Information<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 />
The Group has no intersegment revenues and costs of services in <strong>20</strong>10 and <strong>20</strong>09.<br />
The Group has no significant customers which contributes 10% or more of the consolidated<br />
revenues.<br />
Segment assets as of December 31, <strong>20</strong>10 and <strong>20</strong>09 do not include investments in subsidiaries<br />
amounting to P=228.98 million and inter-segment receivables amounting to P=211.64 and<br />
P=107.98 million, respectively, which are eliminated on consolidation.<br />
Capital expenditures, which pertain to property, plant and equipment acquired, are disclosed<br />
according to the asset’s physical location.<br />
The Group’s share in net income of associates amounting to P=2.50 million, P=6.15 million and<br />
P=8.87 million in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, respectively, are included under Asia Pacific.<br />
29. Contingencies<br />
The Group has various contingencies arising in the ordinary conduct of business which have<br />
pending decision with the courts or are being contested, the outcome of which are not presently<br />
determinable.<br />
In the opinion of management and its legal counsel, the eventual liability under these lawsuits or<br />
claims, if any, will not have a material or adverse effect on the Group’s financial position and<br />
results of operations. The information usually required by PAS 37 is not disclosed on the grounds<br />
that it can be expected to prejudice the outcome of these lawsuits, claims and assessments.<br />
30. Approval of the Release of the Financial Statements<br />
The accompanying consolidated financial statements were approved and authorized for issue by<br />
the Parent Company’s BOD on March 25, <strong>20</strong>11.<br />
*SGVMC113951*
I-Remit, Inc.<br />
Parent Company Financial Statements<br />
December 31, <strong>20</strong>10 and <strong>20</strong>09<br />
and for the Years Ended December 31, <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08<br />
and<br />
Independent Auditors’ Report<br />
SyCip Gorres Velayo & Co.
I-REMIT, INC.<br />
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS<br />
1. Corporate Information<br />
I-Remit, Inc. (the Parent Company) was incorporated in the Philippines and was registered with<br />
the Securities and Exchange Commission (<strong>SEC</strong>) on March 5, <strong>20</strong>01 and started commercial<br />
operations on November 11, <strong>20</strong>01.<br />
The Parent Company, which is domiciled in the Philippines, has its registered office and principal<br />
place of business at 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City. The<br />
Parent Company’s common shares were listed with the Philippine Stock Exchange on October 17,<br />
<strong>20</strong>07.<br />
The Parent Company and its subsidiaries (collectively referred to as “the Group”), except Power<br />
Star Asia Group Limited (PSAGL), are primarily engaged in the business of fund transfer and<br />
remittance services of any form or kind of currencies or monies, either by electronic, telegraphic,<br />
wire or any other mode of transfer; delivery of such funds or monies, both in the domestic and<br />
international market, by providing either courier or freight forwarding services; and conduct<br />
foreign exchange transactions as may be allowed by law and other allied activities relative thereto.<br />
PSAGL, on the other hand, provides advisory and other services.<br />
The Parent Company’s subsidiaries and associates follow:<br />
Country of Functional<br />
Effective Percentage of Ownership<br />
December 31<br />
Incorporation Currency <strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Subsidiaries:<br />
International <strong>Remittance</strong><br />
Canadian<br />
(Canada) Ltd. (IRCL) Canada Dollar (CAD) 100.00 100.00 100.00<br />
Lucky Star Management<br />
Hong Kong<br />
Limited (LSML) Hong Kong Dollar (HKD) 100.00 100.00 100.00<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> United Great Britain<br />
Limited (IGRL)<br />
Kingdom Pound (GBP) 100.00 100.00 100.00<br />
I-Remit Australia Pty Ltd<br />
Australian<br />
(IAPL)<br />
Australia Dollar (AUD) 100.00 100.00 100.00<br />
Worldwide Exchange Pty<br />
Australian<br />
Ltd (WEPL)*<br />
IREMIT EUROPE<br />
<strong>Remittance</strong> Consulting<br />
Australia Dollar (AUD) 65.00 65.00 65.00<br />
AG (IERCAG)<br />
Austria Euro (EUR) 74.90 74.90 74.90<br />
I-Remit New Zealand<br />
New Zealand<br />
Limited (INZL) New Zealand Dollar (NZD)<br />
Hong Kong<br />
100.00 100.00 100.00<br />
PSAGL<br />
Associates:<br />
Hong Kong Dollar (HKD) 100.00 100.00 100.00<br />
IRemit Singapore Pte Ltd<br />
Singapore<br />
(<strong>IS</strong>PL)<br />
Singapore Dollar (SGD) 49.00 49.00 49.00<br />
Hwa Kung Hong & Co.,<br />
New Taiwan<br />
Ltd.(HKHCL)<br />
Taiwan Dollar (NTD) 49.00 49.00<br />
–<br />
* Consists of direct voting interest of 35.00% and indirect voting interest through IAPL of 30.00%<br />
The Parent Company is the ultimate parent company of the Group.<br />
*SGVMC116162*
2. Summary of Significant Accounting Policies<br />
- 2 -<br />
Basis of Preparation<br />
The accompanying financial statements of the Parent Company have been prepared on a historical<br />
cost basis. The Parent Company’s financial statements are presented in Philippine peso, the<br />
Parent Company’s functional currency, and all values are rounded to the nearest peso except when<br />
otherwise indicated.<br />
Statement of Compliance<br />
The accompanying financial statements of the Parent Company have been prepared in compliance<br />
with Philippine Financial Reporting Standards (PFRS).<br />
Changes in Accounting Policies<br />
The accounting policies adopted in the preparation of the parent company financial statements are<br />
consistent with those of the previous financial year except for the adoption of the following new<br />
and amended PFRS, Philippine Accounting Standards (PAS) and Philippine Interpretations which<br />
became effective on January 1, <strong>20</strong>10. The adoption of these new standards, amendments and<br />
interpretations did not have any impact on the financial statements of the Parent Company.<br />
New Standards and Interpretations<br />
• PFRS 3, Business Combinations (Revised)<br />
• PAS 27, Consolidated and Separate Financial Statements (Amended)<br />
• Philippine Interpretation International Financial Reporting Interpretation Committee<br />
(IFRIC) 17, Distributions of Non-Cash Assets to Owners<br />
Amendments to Standards<br />
• PAS 39 Amendment - Eligible Hedged Items<br />
• PFRS 2 Amendments - Group Cash-settled Share-based Payment Transactions<br />
Improvement to PFRS <strong>20</strong>08<br />
• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations<br />
Improvements to PFRSs <strong>20</strong>09<br />
• PFRS 2, Share-based Payment<br />
• PFRS 5, Non-current Assets Held for Sale and Discontinued Operations<br />
• PFRS 8, Operating Segments<br />
• PAS 1, Presentation of Financial Statements<br />
• PAS 7, Statement of Cash Flows<br />
• PAS 17, Leases<br />
• PAS 34, Interim Financial Reporting<br />
• PAS 36, Impairment of Assets<br />
• PAS 38, Intangible Assets<br />
• PAS 39, Financial Instruments: Recognition and Measurement<br />
• Philippine Interpretation IFRIC 9, Reassessment of Embedded Derivatives<br />
• Philippine Interpretation IFRIC 16, Hedge of a Net Investment in a Foreign Operation<br />
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Foreign Currency Transactions and Translations<br />
The functional and presentation currency of the Parent Company is the Philippine peso.<br />
Transactions denominated in foreign currencies are recorded in Philippine peso at the transaction<br />
date based on Philippine Dealing System (PDS) closing rates. Foreign currency-denominated<br />
monetary assets and liabilities are translated to Philippine peso based on the PDS closing rate<br />
prevailing at the balance sheet date and foreign currency-denominated income and expenses at the<br />
PDS weighted average rate (PDSWAR) for the year. Foreign exchange differences arising from<br />
revaluation and translation of foreign currency-denominated monetary assets and liabilities are<br />
credited to or charged against operations in the year in which the rates change. Non-monetary<br />
items that are measured in terms of historical cost in a foreign currency are translated using the<br />
exchange rates as at the dates of the initial transactions.<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 the dates of placement and that are subject to an insignificant risk of<br />
changes in fair value.<br />
Financial Instruments - Initial Recognition and Subsequent Measurement<br />
Date of recognition<br />
Purchases or sales of financial assets that require delivery of assets within the time frame<br />
established by regulation or market convention are recognized on the settlement date. Settlement<br />
date is the date on which the transaction is settled by delivery of the assets that are the subject of<br />
the agreement. Settlement date accounting refers to (a) the recognition of an asset on the day it is<br />
received by the Parent Company, and (b) the derecognition of an asset and recognition of any gain<br />
or loss on disposal on the day that it is delivered by the Parent Company. Receivables,<br />
beneficiaries and other payables, and interest-bearing loans are recognized when cash is received<br />
by the Parent Company or advanced to the borrowers/beneficiaries.<br />
The classification of financial instruments at initial recognition depends on the purpose for which<br />
the financial instruments were acquired and their 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 the case of financial assets and financial liabilities at FVPL. The Parent Company<br />
categorizes its financial assets as: financial assets at FVPL, differentiating those that are held for<br />
trading and those designated as such, loans and receivables, held-to-maturity (HTM) investments<br />
and available-for-sale (AFS) investments. Financial liabilities are categorized into financial<br />
liabilities at FVPL and other financial liabilities carried at amortized cost. Management<br />
determines the classification of its instruments at initial recognition and, where allowed and<br />
appropriate, re-evaluates such designation at every balance sheet date.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company has no financial assets and financial<br />
liabilities at FVPL, AFS investments and HTM investments.<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 the effective interest method less any allowance for credit losses. Amortized cost is<br />
calculated by taking into account any discount or premium on acquisition and fees and costs that<br />
are an integral part of the effective interest rate (EIR). Gains and losses are recognized in the<br />
parent company statement of income when the receivables are derecognized or impaired, as well<br />
as through the amortization process. Receivables are classified as current assets when the Parent<br />
Company expects to realize or collect the asset within twelve months from the balance sheet date.<br />
Otherwise, these are classified as non-current assets.<br />
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Classified under this category are the Parent Company’s ‘Cash and cash equivalents’, ‘Accounts<br />
receivable’, ‘Other receivables’ and refundable deposits included under ‘Other noncurrent assets’.<br />
Other financial liabilities<br />
Issued financial instruments or their components, which are not designated as at FVPL, are<br />
classified as other financial liability, where the substance of the contractual arrangement results in<br />
the Parent Company having an obligation either to deliver cash or another financial asset to the<br />
holder, or to satisfy the obligation other than by the exchange of a fixed amount of cash or another<br />
financial asset for a fixed number of 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 for separately, with the equity component being<br />
assigned the residual amount after deducting from the instrument as a whole the amount separately<br />
determined as the fair value of the liability component on the date of issue.<br />
After initial measurement, other financial liabilities are subsequently measured at amortized cost<br />
using the effective interest method.<br />
Other financial liabilities include ‘Beneficiaries and other payables’ and ‘Interest-bearing loans’.<br />
Determination of fair value<br />
The fair value for financial instruments traded in active markets at the balance sheet date is based<br />
on their quoted market prices or dealer price quotations (bid price for long positions and ask price<br />
for short positions), without any deduction for transaction costs. When current bid and ask prices<br />
are not available, the price of the most recent transaction provides evidence of the current fair<br />
value as long as there has not been a significant change in economic circumstances since the time<br />
of the transaction.<br />
For all other financial instruments not listed in an active market, the fair value is determined by<br />
using appropriate valuation methodologies. Valuation methodologies include net present value<br />
techniques, comparison to similar instruments for which market observable prices exist, option<br />
pricing models, and other relevant valuation models.<br />
Day 1 difference<br />
Where the transaction price in a non-active market is different from the fair value from other<br />
observable current market transactions in the same instrument or based on a valuation technique<br />
whose variables include only data from an observable market, the Parent Company recognizes the<br />
difference between the transaction price and fair value (a Day 1 difference) in the parent company<br />
statement of income unless it qualifies for recognition as some other type of asset. In cases where<br />
use is made of data which is not observable, the difference between the transaction price and<br />
model value is only recognized in the parent company statement of income when the inputs<br />
become observable or when the instrument is derecognized. For each transaction, the Parent<br />
Company determines the appropriate method of recognizing the 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 />
• the rights to receive cash flows from the asset have expired;<br />
• the Parent Company retains the right to receive cash flows from the asset, but has assumed an<br />
obligation to pay them in full without material delay to a third part under a ‘pass through’<br />
arrangement; or<br />
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• the Parent Company has transferred its rights to receive cash flows from the asset and either<br />
(a) has transferred substantially all the risks and rewards of the asset, or (b) has neither<br />
transferred nor retained substantially all the risks and rewards of the asset, but has transferred<br />
control of the asset.<br />
When the Parent Company has transferred its rights to receive cash flows from an asset or has<br />
entered into a pass-through arrangement, and has neither transferred nor retained substantially all<br />
the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the<br />
extent of the Parent Company’s continuing involvement in the asset. Continuing involvement that<br />
takes the form of a guarantee over the transferred asset is measured at the lower of the original<br />
carrying amount of the asset and the maximum amount of consideration that the Parent Company<br />
could be required to repay.<br />
Financial liability<br />
A financial liability is derecognized when the obligation under the liability is discharged,<br />
cancelled or has expired. When an existing financial liability is replaced by another from the same<br />
lender on substantially different terms, or the terms of an existing liability are substantially<br />
modified, such an exchange or modification is treated as a derecognition of the original liability<br />
and the recognition of a new liability, and the difference in the respective carrying amounts is<br />
recognized in the parent company statement of income.<br />
Offsetting Financial Instruments<br />
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet<br />
if, and only if, there is a currently enforceable legal right to offset the recognized amounts and<br />
there is an intention to settle on a net basis, or to realize the asset and settle the liability<br />
simultaneously.<br />
Impairment of Financial Assets<br />
The Parent Company assesses at each balance sheet date whether there is an objective evidence<br />
that a financial asset or group of financial assets is impaired. A financial asset or a group of<br />
financial assets is deemed to be impaired if, and only if, there is an objective evidence of<br />
impairment as a result of one or more events that has occurred after the initial recognition of the<br />
asset (an incurred ‘loss event’) and that loss event (or events) has an impact on the estimated<br />
future cash flows of the financial asset or the group of financial assets that can be reliably<br />
estimated. Evidence of impairment may include indications that the borrower or a group of<br />
borrowers is experiencing significant financial difficulty, default or delinquency in interest or<br />
principal payments, the probability that they will enter bankruptcy or other financial<br />
reorganization, and where there are observable data that indicates that there is a measurable<br />
decrease in the estimated future cash flows, such as changes in arrears or economic conditions that<br />
correlate with defaults.<br />
Financial assets carried at amortized cost<br />
For financial assets carried at amortized cost, the Parent Company first assesses whether objective<br />
evidence of impairment exists individually for financial assets that are individually significant, or<br />
collectively for financial assets that are not individually significant.<br />
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If there is objective evidence that an impairment loss has been incurred, the amount of the loss is<br />
measured as the difference between the asset’s carrying amount and the present value of the<br />
estimated future cash flows (excluding future credit losses that have not been incurred). The<br />
carrying amount of the asset is reduced through the use of an allowance account and the amount of<br />
loss is charged to the parent company statement of income. Interest income continues to be<br />
recognized based on the original EIR of the asset. Receivables, together with the associated<br />
allowance accounts, are written off when there is no realistic prospect of future recovery and all<br />
collateral has been realized. If subsequently, the amount of the estimated impairment loss<br />
decreases because of an event occurring after the impairment was recognized, the previously<br />
recognized impairment loss is reduced by adjusting the allowance account. If a future write-off is<br />
later recovered, any amounts formerly charged are credited to profit or loss.<br />
If the Parent Company determines that no objective evidence of impairment exists for an<br />
individually assessed financial asset, whether significant or not, it includes the asset in a group of<br />
financial assets with similar credit risk characteristics and collectively assesses for impairment.<br />
Those characteristics are relevant to the estimation of future cash flows for groups of such assets<br />
by being indicative of the debtors’ ability to pay all amounts due according to the contractual<br />
terms of the assets being evaluated. Assets that are individually assessed for impairment and for<br />
which an impairment loss is, or continues to be, recognized are not included in a collective<br />
assessment for impairment.<br />
The present value of the estimated future cash flows is discounted at the financial asset’s original<br />
EIR. If a financial asset has a variable interest rate, the discount rate for measuring any<br />
impairment loss is the current EIR, adjusted for the original credit risk premium.<br />
For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis<br />
of such credit risk characteristics as geographical classification. Future cash flows in a group of<br />
financial assets that are collectively evaluated for impairment are estimated on the basis of<br />
historical loss experience for assets with credit risk characteristics similar to those in the group.<br />
Historical loss experience is adjusted on the basis of current observable data to reflect the effects<br />
of current conditions that did not affect the period on which the historical loss experience is based<br />
and to remove the effects of conditions in the 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 other factors<br />
that are indicative of incurred losses in the group and their magnitude). The methodology and<br />
assumptions used for estimating future cash flows are reviewed regularly by the Parent Company<br />
to reduce any differences between loss estimates and actual loss experience.<br />
Investments in Subsidiaries and Associates<br />
Subsidiaries<br />
Investments in subsidiaries in the parent company financial statements are accounted for under the<br />
cost method of accounting. Subsidiaries of the Parent Company are shown in Note 1.<br />
Associates<br />
The Parent Company’s investments in its associates are accounted for using the cost method of<br />
accounting. An associate is an entity in which the Parent Company has significant influence. The<br />
Parent Company's investments in associates include its 49.00% interest in <strong>IS</strong>PL and HKHCL,<br />
entities based in Singapore and Taiwan, respectively.<br />
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Under the cost method, the Parent Company recognizes income from the investment only to the<br />
extent that the investor receives distributions from accumulated profits of subsidiaries and<br />
associates arising after the date of acquisition and is reported as ‘Dividends’ under ‘Other income’<br />
in the parent company statement of income. Distributions received in excess of such profits are<br />
regarded as recovery of investment and are recognized as a reduction in the cost of the 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 the property and equipment to its working condition and location for<br />
its intended use.<br />
Expenditures incurred after the property and equipment have been put into operation, such as<br />
repairs and maintenance are normally charged to operations in the year in which the costs are<br />
incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in<br />
an increase in the future economic benefits expected to be obtained from the use of an item of<br />
property and equipment beyond its originally assessed standard of performance, the expenditures<br />
are capitalized as an additional cost of property and equipment.<br />
Depreciation and amortization is calculated on a straight-line basis over the estimated useful life of<br />
the property and equipment as follows:<br />
Office and communication equipment 3 years<br />
Transportation and delivery equipment 3 to 5 years<br />
Furniture and fixtures 3 to 5 years<br />
Leasehold improvements 5 years or the term of the lease,<br />
whichever is shorter<br />
The carrying values of property and equipment are reviewed for impairment when events or<br />
changes in circumstances indicate the carrying value may not be recoverable. If any such<br />
indication exists and where the carrying values exceed the estimated recoverable amount, the asset<br />
or cash-generating units (CGU) are written down to their recoverable amount (see policy on<br />
Impairment 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 the<br />
asset (calculated as the difference between the net disposal proceeds and the carrying amount of<br />
the asset) is included in the parent company statement of income in the year the asset is<br />
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 year-end to ensure that these are consistent<br />
with the expected pattern of economic benefits from the items of property and equipment.<br />
Software costs<br />
Software costs are carried at cost less accumulated amortization and any impairment in value. The<br />
cost of the asset is the amount of cash or cash equivalents paid or the fair value of the other<br />
considerations given up to acquire the asset at the time of its acquisition or production. Software<br />
costs are amortized on a straight-line basis over its estimated useful life of three (3) years.<br />
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The asset’s amortization period and amortization method are reviewed at least at each balance<br />
sheet date. Changes in the expected useful life or the expected pattern of consumption of future<br />
economic benefits embodied in the asset is accounted for by changing the amortization period or<br />
method, as appropriate, and treated as changes in accounting estimates.<br />
Impairment of Nonfinancial assets<br />
Investments in subsidiaries and associates<br />
The Parent Company assesses at each balance sheet date whether there is any indication that its<br />
investments in subsidiaries and associates may be impaired. If any indication exists, the Parent<br />
Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher<br />
of an asset’s or CGU’s fair value less cost to sell and its value in use. Where the carrying amount<br />
of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written<br />
down to its recoverable amount.<br />
Property and equipment and software costs<br />
At each balance sheet date, the Parent Company assesses whether there is any indication that its<br />
property and equipment and software costs may be impaired. When an indicator of impairment<br />
exists or when an annual impairment testing for an asset is required, the Parent Company makes a<br />
formal estimate of recoverable amount. Recoverable amount is the higher of an asset’s (or CGU’s)<br />
fair value less costs to sell and its value in use and is determined for an individual asset, unless the<br />
asset does not generate cash inflows that are largely independent of those from other assets or<br />
groups of assets, in which case the recoverable amount is assessed as part of the CGU to which it<br />
belongs. Where the carrying amount of an asset (or CGU) exceeds its recoverable amount, the<br />
asset (or CGU) is considered impaired and is written down to its recoverable amount. In assessing<br />
value in use, the estimated future cash flows are discounted to their present value using a pre-tax<br />
discount rate that reflects current market assessments of the time value of money and the risks<br />
specific to the asset (or CGU). In determining fair value less cost to sell, recent market<br />
transactions are taken into account, if available. If no such transactions can be identified, an<br />
appropriate valuation model is used. These calculations are corroborated by available fair value<br />
indicators.<br />
An impairment loss is charged to operations in the year in which it arises, unless the asset is<br />
carried at a revalued amount, in which case the impairment loss is charged to the revaluation<br />
increment of the said asset.<br />
An assessment is made at each balance sheet date as to whether there is any indication that<br />
previously recognized impairment losses may no longer exist or may have decreased. If such<br />
indication exists, the recoverable amount is estimated. A previously recognized impairment loss is<br />
reversed only if there has been a change in the estimates used to determine the asset’s recoverable<br />
amount since the last impairment loss was recognized. If that is the case, the carrying amount of<br />
the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying<br />
amount that would have been determined, net of depreciation and amortization, had no impairment<br />
loss been recognized for the asset in prior years. Such reversal is recognized in the parent<br />
company statement of income unless the asset is carried at a revalued amount, in which case the<br />
reversal is treated as a revaluation increase. After such a reversal, the depreciation and<br />
amortization expense is adjusted in future years to allocate the asset’s revised carrying amount,<br />
less any residual value, on a systematic basis over its remaining life.<br />
Input Value Added Tax (VAT)<br />
Input VAT represents VAT imposed on the Parent Company by its suppliers for the 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 />
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Revenue Recognition<br />
The Parent Company assesses its revenue arrangements against specific criteria in order to<br />
determine if it is acting as principal or agent. Revenue is recognized to the extent that it is<br />
probable that the economic benefits will flow to the Parent Company and the revenue can be<br />
reliably measured. The following specific recognition criteria must also be met before revenue is<br />
recognized:<br />
Delivery fees<br />
Revenue from delivery fees is recognized when the service is rendered net of amounts payable to<br />
principals (i.e., partner remittance companies) for fees billed on their behalf.<br />
Interest income<br />
Interest on financial instruments measured at amortized cost is recognized based on the effective<br />
interest method of accounting.<br />
The effective interest method is a method of calculating the amortized cost of a financial asset or a<br />
financial liability and allocating the interest income or interest expense over the relevant period.<br />
The EIR is the rate that exactly discounts estimated future cash payments or receipts throughout<br />
the expected life of the financial instrument or, when appropriate, a shorter period to the net<br />
carrying amount of the financial asset or financial liability. When calculating the EIR, the Parent<br />
Company estimates cash flows from the financial instrument (for example, prepayment options)<br />
but does not consider future credit losses. The calculation includes all fees and points paid or<br />
received between parties to the contract that are an integral part of the EIR, transaction costs and<br />
all other 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 thereafter using the rate of interest used to discount<br />
the future cash flows for the purpose of measuring the impairment loss.<br />
Dividends<br />
Dividend income is recognized when the Parent Company’s right to receive payment is<br />
established.<br />
Rebates<br />
Rebates pertaining to refunds of bank service charges are recognized upon collection.<br />
Costs and Expenses<br />
Costs and expenses encompass losses as well as those expenses that arise in the course of the<br />
ordinary business activities of the Parent Company. The following specific recognition criteria<br />
must also be met before costs and expenses are recognized:<br />
Cost of services<br />
This includes all expenses associated with the specific delivery fees. Such costs are recognized<br />
when the related delivery fees have been recognized.<br />
Operating expenses<br />
Operating expenses constitute costs incurred related to advertising and administering the business<br />
and are recognized when incurred.<br />
Taxes and licenses<br />
This includes all other taxes, local and national, including real estate taxes, licenses and permit<br />
fees included under ‘Other operating expenses’ in the parent company statement of income.<br />
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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 the Parent Company is determined using the projected unit credit method.<br />
Under this method, the current service cost is the present value of retirement benefits payable in<br />
the future with respect to services rendered in the current period.<br />
The liability recognized in the parent company balance sheet in respect of defined benefit<br />
retirement plan is the present value of the defined benefit obligation at the balance sheet date less<br />
the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses<br />
and past service costs. The defined benefit obligation is calculated annually by an independent<br />
actuary using the projected unit credit method. The present value of the defined benefit obligation<br />
is determined by discounting the estimated future cash outflows using interest rates on Philippine<br />
government bonds that have terms to maturity approximating the terms of the related retirement<br />
liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial<br />
assumptions are credited to or charged against income when the net cumulative unrecognized<br />
actuarial gains and losses at the end of the previous period exceeded 10.00% of the higher of the<br />
defined benefit obligation and the fair value of plan assets at that date. These gains or losses are<br />
recognized over the expected average remaining working lives of the employees participating in<br />
the plan.<br />
Past-service costs, if any, are recognized immediately in income, unless the changes to the<br />
retirement plan are conditional on the employees remaining in service for a specified period of<br />
time (the vesting period). In this case, the past-service costs are amortized on a straight-line basis<br />
over the vesting period.<br />
The defined benefit asset or liability comprises the present value of the defined benefit obligation<br />
less past service costs not yet recognized and less the fair value of plan assets out of which the<br />
obligations are to be settled directly. The value of any asset is restricted to the sum of any past<br />
service cost not yet recognized and the present value of any economic benefits available in the<br />
form of refunds from the plan or reductions in the future contributions to the plan.<br />
Leases<br />
The determination of whether an arrangement is, or contains a lease is based on the substance of<br />
the arrangement at the inception date of whether the fulfillment of the arrangement is dependent<br />
on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A<br />
reassessment is made after inception of the lease only if one of the following applies:<br />
(a) there is a change in contractual terms, other than a renewal or extension of the arrangement;<br />
(b) a renewal option is exercised or extension granted, unless the term of the renewal or extension<br />
was initially included in the lease term;<br />
(c) there is a change in the determination of whether fulfillment is dependent on a specified asset;<br />
or<br />
(d) there is a substantial change to the asset.<br />
When a reassessment is made, lease accounting shall commence or cease from the date when the<br />
change in circumstances gave rise to the reassessment for scenarios (a), (c), or (d) and at the date<br />
of renewal or extension for scenario (b).<br />
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Parent Company as a lessee<br />
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are<br />
classified as an operating lease. Operating lease payments are recognized as an expense in the<br />
parent company statement of income on a straight-line basis over the lease term.<br />
Parent Company as a lessor<br />
Leases in which the Parent Company does not transfer substantially all the risks and benefits of<br />
ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating<br />
an operating lease are added to the carrying amount of the leased asset and recognized over the<br />
lease term on the same bases as rental income. Contingent rents are recognized as revenue in the<br />
period in which they are earned.<br />
Share-based Payment<br />
The Parent Company granted a stock purchase program to certain officers, employees and<br />
individuals (see Note 17) that is subject to a lock-up or vesting period of two (2) years and which<br />
ended on September 19, <strong>20</strong>09 . The Parent Company accounted for the share-based payment as an<br />
equity-settled transaction. The cost of equity-settled transactions is measured by reference to the<br />
fair value of the equity instrument at the date at which they are granted. The expense is<br />
recognized as part of ‘Salaries, wages and employee benefits’ in the parent company statement of<br />
income, together with a corresponding increase in equity, over the lock-up period of two (2) years.<br />
The cumulative expense recognized for equity-settled transactions at each balance sheet date until<br />
the vesting date reflects the extent to which the vesting period has expired and the Parent<br />
Company’s best estimate of the number of equity instruments that will ultimately vest. The<br />
expense in the parent company statement of income for the period represents the movement in<br />
cumulative expense recognized at the beginning and end of the period.<br />
Income Taxes<br />
Current tax<br />
Current tax assets and liabilities for the current and prior periods are measured at the amount<br />
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used<br />
to compute the amount are those that are enacted or substantively enacted at the balance sheet<br />
date.<br />
Deferred tax<br />
Deferred tax is provided, using the balance sheet liability method, on all temporary differences at<br />
the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for<br />
financial reporting purposes.<br />
Deferred tax liabilities are recognized for all taxable temporary differences, including asset<br />
revaluations. Deferred tax assets are recognized for all deductible temporary differences,<br />
carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over the<br />
regular corporate income tax (RCIT), if any, and unused net operating loss carryover (NOLCO), if<br />
any, to the extent that it is probable that taxable income will be available against which the<br />
deductible temporary differences and carryforward of unused tax credits from excess MCIT over<br />
RCIT and unused NOLCO can be utilized.<br />
Deferred tax liabilities are not provided on non-taxable temporary differences associated with<br />
investments in subsidiaries and associates.<br />
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The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to<br />
the extent that it is no longer probable that sufficient taxable income will be available to allow all<br />
or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at<br />
each balance sheet date and are recognized to the extent that it has become probable that future<br />
taxable income will allow the deferred tax assets to be recovered.<br />
Deferred tax assets and deferred tax liabilities are measured at the tax rates that are applicable to<br />
the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that<br />
have been enacted or substantively enacted at the balance sheet date.<br />
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set<br />
off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable<br />
entity and the 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 the parent company 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 for all shares issued and outstanding. When the shares are<br />
sold at a premium, the difference between the proceeds and the 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’. If the ‘Capital paid-in excess of par value’ is not sufficient, the excess is<br />
charged against the ‘Retained earnings’.<br />
When the Parent Company issues more than one class of stock, a separate account is maintained<br />
for each class of stock and the number of shares issued.<br />
‘Retained earnings’ represents accumulated earnings (losses) of the Parent Company less<br />
dividends declared.<br />
Own equity instruments which are reacquired (treasury shares) are recognized at cost and<br />
deducted from equity as ‘Treasury stock’. No gain or loss is recognized in the parent company<br />
statement of income on the purchase, sale, issue or cancellation of the Parent Company’s own<br />
equity instruments. Any difference between the carrying amount and the consideration is<br />
recognized in ‘Capital paid-in excess of par value’.<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 the BOD of the Parent Company. Dividends for the year that are<br />
approved after the balance sheet date are dealt with as an event after the balance sheet date.<br />
Provisions<br />
Provisions are recognized when the Parent Company has a present obligation (legal or<br />
constructive) as a result of a past event, it is probable that an outflow of assets embodying<br />
economic benefits will be required to settle the obligation and a reliable estimate can be made of<br />
the amount of the obligation. Where the Parent Company expects a provision to be reimbursed,<br />
the reimbursement is recognized as a separate asset but only when the reimbursement is virtually<br />
certain. The expense relating to any provision is presented in the parent company statement of<br />
income, net of any reimbursement.<br />
*SGVMC116162*
- 13 -<br />
Contingencies<br />
Contingent liabilities are not recognized in the parent company financial statements. These are<br />
disclosed unless the possibility of an outflow of resources embodying economic benefits is<br />
remote. A contingent asset is not recognized in the parent company financial statements but<br />
disclosed when an inflow of economic benefits is probable.<br />
Events After the Reporting Period<br />
Post year-end events that provide additional information about the Parent Company’s financial<br />
position at the balance sheet date (adjusting events) are reflected in the parent company financial<br />
statements. Post year-end events that are not adjusting events are disclosed in the notes to the<br />
Parent Company’s financial statements when material.<br />
Standards Issued but not yet Effective<br />
The Parent Company will adopt the following standards and interpretations enumerated below<br />
when these become effective. Except as otherwise indicated, the Parent Company does not expect<br />
the adoption of these new and amended PFRS and Philippine Interpretations to have significant<br />
impact on its financial statements.<br />
Effective in <strong>20</strong>11<br />
PAS 24 (Amended), Related Party Disclosures<br />
The amended standard, effective for annual periods beginning on or after February 1, <strong>20</strong>10,<br />
clarifies the definition of a related party to simplify the identification of such relationships and to<br />
eliminate inconsistencies in its application.<br />
PAS 32, Financial Instruments: Presentation (Amendment) - Classification of Rights Issues<br />
The amendment to PAS 32 is effective for annual periods beginning on or after February 1, <strong>20</strong>10.<br />
It amends the definition of a financial liability classifying rights issues (and certain options or<br />
warrants) as equity instruments in cases where such rights are given pro rata to all of the existing<br />
owners of the same class of an entity’s non-derivative equity instruments, or to acquire a fixed<br />
number of the entity’s own equity instruments for a fixed amount in any currency.<br />
Philippine Interpretation IFRIC 14 (Amendment) - Prepayments of a Minimum Funding<br />
Requirement<br />
The amendment to Philippine Interpretation IFRIC 14 is effective for annual periods beginning on<br />
or after January 1, <strong>20</strong>11, with retrospective application. The amendment provides guidance on<br />
assessing the recoverable amount of a net pension asset. The amendment permits an entity to treat<br />
the prepayment of a minimum funding requirement as an asset.<br />
Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments<br />
Philippine Interpretation IFRIC 19 is effective for annual periods beginning on or after<br />
July 1, <strong>20</strong>10. The interpretation clarifies that equity instruments issued to a creditor to extinguish a<br />
financial liability qualify as consideration paid. The equity instruments issued are measured at<br />
their fair value. In case that this cannot be reliably measured, the instruments are measured at the<br />
fair value of the liability extinguished. Any gain or loss is recognized immediately in profit or<br />
loss.<br />
*SGVMC116162*
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Improvements to PFRSs <strong>20</strong>10<br />
Improvements to IFRSs is an omnibus of amendments to PFRSs. The amendments have not been<br />
adopted as they become effective for annual periods on or after either July 1, <strong>20</strong>10 or<br />
January 1, <strong>20</strong>11. The adoption of the following amendments will result in changes to accounting<br />
policies but will not have any impact on the financial position or performance of the Parent<br />
Company.<br />
• PFRS 3, Business Combinations<br />
• PFRS 7, Financial Instruments: Disclosures<br />
• PAS 1, Presentation of Financial Statements<br />
• PAS 27, Consolidated and Separate Financial Statements<br />
• Philippine Interpretation IFRIC 13, Customer Loyalty Programmes<br />
PAS 12, Income Taxes (Amendment) - Deferred Tax: Recovery of Underlying Assets<br />
The amendment to PAS 12 is effective for annual periods beginning on or after January 1, <strong>20</strong>12.<br />
It provides a practical solution to the problem of assessing whether recovery of an asset will be<br />
through use or sale. It introduces a presumption that recovery of the carrying amount of an asset<br />
will, normally, be through sale.<br />
Effective in <strong>20</strong>12<br />
Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate<br />
This Interpretation covers accounting for revenue and associated expenses by entities that<br />
undertake the 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 for 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 the construction<br />
materials and where the risks and rewards of ownership are transferred to the buyer on a<br />
continuous basis will also be accounted for based on stage of completion.<br />
PFRS 7, Financial Instruments: Disclosures (Amendments) - Disclosures-Transfers of Financial<br />
Assets<br />
The amendments to PFRS 7 are effective for annual periods beginning on or after July 1, <strong>20</strong>11.<br />
The amendments will allow users of financial statements to improve their understanding of<br />
transfer transactions of financial assets (for example, securitizations), including understanding the<br />
possible effects of any risks that may remain with the entity that transferred the assets. The<br />
amendments also require additional disclosures if a disproportionate amount of transfer<br />
transactions are undertaken around the end of a reporting period.<br />
Effective in <strong>20</strong>13<br />
PFRS 9, Financial Instruments: Classifications and Measurement<br />
PFRS 9, as issued in <strong>20</strong>10, reflects the first phase of the work on the replacement of PAS 39 and<br />
applies to classification and measurement of financial assets and financial liabilities as defined in<br />
PAS 39. In subsequent phases, hedge accounting and derecognition will be addressed. The<br />
completion of this project is expected in early <strong>20</strong>11.<br />
The Parent Company will assess the impact of these amendments on financial its<br />
position/performance when they become effective.<br />
*SGVMC116162*
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3. Significant Accounting Judgments and Estimates<br />
The preparation of the parent company financial statements in compliance with PFRS requires the<br />
Parent Company to make judgments and estimates that affect the reported amounts of assets,<br />
liabilities, income and expenses and disclosure of contingent assets and contingent liabilities.<br />
Future events may occur which will cause the assumptions used in arriving at the estimates to<br />
change. The effects of any change in estimates are reflected in the parent company financial<br />
statements as they become reasonably determinable.<br />
Judgments and estimates are continually evaluated and are based on historical experience and<br />
other factors, including expectations of future events that are believed to be reasonable under the<br />
circumstances.<br />
Judgments<br />
a. Functional Currency<br />
PAS 21 requires management to use its judgment to determine the entity’s functional currency<br />
such that it most faithfully represents the economic effects of the underlying transactions,<br />
events and conditions that are relevant to the entity. In making this judgment, the Parent<br />
Company considers the following:<br />
• the currency that mainly influences sales prices for financial instruments and services (this<br />
will often be the currency in which sales prices for its financial instruments and services<br />
are denominated and settled);<br />
• the currency in which funds from financing activities are generated; and<br />
• the currency in which receipts from operating activities are usually retained.<br />
The Parent determined its functional currency to be Philippine peso, being the currency that<br />
mainly influences the Parent Company’s revenues and cost and expenses.<br />
b. Operating leases<br />
Parent Company as lessee<br />
The Parent Company has entered into commercial property leases as a lessee for its office<br />
premises. The Parent Company has determined, based on an evaluation of the terms and<br />
conditions of the arrangements (i.e., the lease does not transfer ownership of the asset to the<br />
lessee by the end of the lease term, the lessee has no option to purchase the asset at a price that<br />
is expected to be sufficiently lower than the fair value at the date the option is exercisable, and<br />
the lease term ranges from one - ten years only), that all significant risks and rewards of<br />
ownership of the properties it leases are not transferable to the Parent Company.<br />
Parent Company as lessor<br />
The Parent Company has entered into commercial property leases as lessor. The Parent<br />
Company has determined, based on an evaluation of the terms and conditions of the<br />
arrangements that it retains all the significant risks and rewards of ownership of these<br />
properties and accounts for the contracts as operating leases.<br />
c. Fair value of financial instruments<br />
The fair values of financial instruments that are not quoted in active markets are determined<br />
using valuation techniques. The carrying values of financial assets and financial liabilities of<br />
the Parent Company approximate their market values since these are short-term in nature.<br />
*SGVMC116162*
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d. Contingencies<br />
The Parent Company is currently involved in various proceedings. The estimate of the<br />
probable costs for the resolution of these claims has been developed in consultation with<br />
outside counsel handling the defense in these matters and is based upon an analysis of<br />
potential results. The Parent Company currently does not believe these proceedings will have<br />
a material effect on the Parent Company’s financial position. It is possible, however, that<br />
future results of operations could be materially affected by changes in the estimates or in the<br />
effectiveness of the strategies relating to these proceedings (see Note 24).<br />
e. Determination of whether the Parent Company is acting as a principal or an agent<br />
The Parent Company assesses its revenue arrangements against the following criteria to<br />
determine whether it is acting as a principal or an agent:<br />
• whether the Parent Company has primary responsibility for providing the goods and<br />
services;<br />
• whether the Parent Company has inventory risk;<br />
• whether the Parent Company has discretion in establishing prices; and<br />
• whether the Parent Company bears the credit risk.<br />
If the Parent Company has determined it is acting as a principal, revenue is recognized on a<br />
gross basis with the amount remitted to the other party being accounted for as part of costs and<br />
expenses.<br />
If the Parent Company has determined it is acting as an agent, only the net amount retained is<br />
recognized as revenue.<br />
The Parent Company assessed its revenue arrangements and concluded that it is acting as<br />
principal in some arrangements and as an agent in other arrangements.<br />
f. Going concern<br />
The Parent Company’s management has made an assessment of the Parent Company’s ability<br />
to continue as a going concern and is satisfied that the Parent Company has the resources to<br />
continue in business for the foreseeable future. Furthermore, management is not aware of any<br />
material uncertainties that may cast significant doubt upon the Parent Company’s ability to<br />
continue as a going concern. Therefore, the parent company financial statements continue to<br />
be prepared on the going concern basis.<br />
Estimates<br />
a. Credit losses on receivables<br />
The Parent Company reviews its receivables at each balance sheet date to assess whether an<br />
allowance for credit losses should be recorded in the parent company balance sheet. In<br />
particular, judgment by management is required in the estimation of the amount and timing of<br />
future cash flows when determining the level of allowance required. Such estimates are based<br />
on assumptions about a number of factors such as length of the Parent Company’s relationship<br />
with counterparties (i.e., agents and couriers), current credit status, average age of accounts,<br />
collection and historical loss experience. Actual results may differ, resulting in future changes<br />
to the allowance.<br />
*SGVMC116162*
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As of December 31, <strong>20</strong>10, accounts receivable and other receivables are carried in the parent<br />
company balance sheet at P=1.12 billion and P=0.16 billion, respectively. As of<br />
December 31, <strong>20</strong>09, accounts receivable and other receivables are carried in the balance sheet<br />
at P=1.18 billion and P=0.13 billion, respectively. No allowance for credit losses on the<br />
outstanding balances of receivables have been recorded since the Parent Company has<br />
assessed that there was no objective evidence of impairment as of December 31, <strong>20</strong>10 and<br />
<strong>20</strong>09.<br />
b. Impairment of nonfinancial assets<br />
(i) Investments 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 the carrying amount of the<br />
assets may not be recoverable. Among others, the factors that the Parent Company<br />
considers important, which could trigger an impairment review on its investments in<br />
subsidiaries and associates, include the following:<br />
• deteriorating or poor financial condition;<br />
• recurring net losses; and<br />
• significant changes with an adverse effect on the subsidiary/associate have taken place<br />
during the period, or will take place in the near future, in the technological, market,<br />
economic, or legal environment in which the subsidiary/associate operates.<br />
(ii) Property and equipment and software costs<br />
The Parent Company assesses impairment on property and equipment and software costs<br />
whenever events or changes in circumstances indicate that the carrying amount of the asset<br />
may not be recoverable. The factors that the Parent Company considers important, which<br />
could trigger an impairment review, include the following:<br />
• significant underperformance relative to expected historical or projected future<br />
operating results;<br />
• significant changes in the manner of use of the acquired assets or the strategy for<br />
overall business; and<br />
• significant negative industry or economic trends.<br />
The Parent Company recognizes an impairment loss whenever the carrying amount of the<br />
asset exceeds its recoverable amount. The recoverable amount is determined based on the<br />
asset’s value in use computation, which considers the present value of estimated future cash<br />
flows expected to be generated from the continued use of the asset.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, no impairment losses were recognized on the Parent<br />
Company’s nonfinancial assets. The carrying values of the Parent Company’s nonfinancial<br />
assets as of December 31 follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Investments in subsidiaries and associates (Note 10) P=245,149,252 P=245,149,252<br />
Property and equipment - net(Note 11) 9,493,115 11,761,787<br />
Software costs - net (Note 12) 1,868,072 2,704,684<br />
*SGVMC116162*
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c. Estimated useful lives of property and equipment and software costs<br />
The Parent Company reviews the estimated useful lives of property and equipment and<br />
software costs annually based on the expected asset utilization after considering the expected<br />
future technological developments and market behavior. Significant changes in these estimates<br />
resulting from changes in the factors aforementioned could possibly affect the future results of<br />
operations. Any decrease in the estimated useful life of the property and equipment and<br />
software costs would decrease their respective balances and increase the recorded depreciation<br />
and amortization.<br />
As of December 31, the carrying values of Property and equipment and Software costs follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Property and equipment - net (Note 11) P=9,493,115 P=11,761,787<br />
Software costs - net (Note 12) 1,868,072 2,704,684<br />
d. Recognition of deferred tax assets<br />
The Parent Company reviews the carrying amounts of deferred tax assets at each balance sheet<br />
date and reduces it to the extent that it is no longer probable that sufficient taxable income will<br />
be available to allow all or part of the deferred tax assets to be utilized. Significant judgment<br />
is required to determine the amount of deferred tax assets that can be recognized, based upon<br />
the likely timing and level of future taxable income together with future tax planning<br />
strategies.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company did not recognize net deferred tax<br />
assets on existing deductible temporary differences amounting to P=2.85 million and<br />
P=5.05 million, respectively. Management believes that it is not highly probable that these<br />
temporary differences will be realized in the future (see Note 23).<br />
e. Present value of net retirement obligation<br />
The cost of defined benefit retirement plan and other post employment benefits are 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 the long-term nature of these benefits, such estimates are<br />
subject to significant uncertainty.<br />
The assumed discount rates were determined using the market yields on Philippine<br />
government bonds with terms consistent with the expected employee benefit payout as of the<br />
consolidated balance sheet date. Refer to Note 16 for the details of assumptions used in the<br />
calculation. As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the present value of the net retirement<br />
obligation of the Parent Company amounted to P=0.78 million and P=3.63 million, respectively<br />
(see Note 16).<br />
f. Share-based payment transactions<br />
The Parent Company determined the cost of its equity-settled stock purchase program at grant<br />
date using the price earnings multiple model taking into account the terms and conditions<br />
upon which the shares were granted. At year end, the Parent Company estimates the number<br />
of equity instruments that will ultimately vest. The Parent Company recognized cost of<br />
equity-settled share based payments amounting to P=1.53 million and P=2.16 million <strong>20</strong>09 and<br />
<strong>20</strong>08, respectively (see Note 17). The vesting period of the stock purchase program ended on<br />
September 19, <strong>20</strong>09.<br />
*SGVMC116162*
4. Fair Value Measurement<br />
- 19 -<br />
The following tables summarize the carrying amounts and fair values of the Parent Company’s<br />
financial assets and financial liabilities:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Carrying Value Fair Value Carrying Value Fair Value<br />
Financial Assets<br />
Loans and receivables:<br />
Cash and cash equivalent P=727,665,919 P=727,665,919 P=694,662,397 P=694,662,397<br />
Accounts receivable<br />
Other receivables:<br />
1,115,685,946 1,115,685,946 1,177,175,491 1,177,175,491<br />
Related parties 78,581,573 78,581,573 32,043,965 32,043,965<br />
Minority shareholders 39,981,243 39,981,243 16,5<strong>20</strong>,681 16,5<strong>20</strong>,681<br />
Dividend – – 23,296,068 23,296,068<br />
Others 23,394,429 23,394,429 43,527,627 43,527,627<br />
Refundable deposits 4,099,931 4,099,931 3,601,557 3,601,557<br />
Total P=1,989,409,041 P=1,989,409,041 P=1,990,827,786 P=1,990,827,786<br />
Other Financial Liabilities<br />
Beneficiaries and other payables:<br />
Beneficiaries P=144,960,550 P=144,960,550 147,449,679 147,449,679<br />
Advances from related parties 74,161,090 74,161,090 501,577 501,577<br />
Agents, couriers and trading clients 27,101,817 27,101,817 46,987,240 46,987,240<br />
Accrued expenses 6,250,462 6,250,462 6,996,450 6,996,450<br />
Payable to suppliers 2,958,634 2,958,634 2,243,487 2,243,487<br />
Others 803,350 803,350 7,987,973 7,987,973<br />
Interest-bearing loans 877,000,000 877,000,000 930,000,000 930,000,000<br />
Total P=1,133,235,903 P=1,133,235,903 P=1,142,166,406 P=1,142,166,406<br />
The following methods and assumptions were used to estimate the fair value of the financial<br />
instruments:<br />
Cash and cash equivalents, Accounts receivable, Other receivables, Beneficiaries and other<br />
payables and Interest-bearing loans - carrying amounts approximate fair values due to the<br />
relatively short-term maturities of these instruments.<br />
Refundable deposits - carrying amounts are deemed to approximate fair values since the fair value<br />
of certain deposits cannot be reasonably and reliably estimated.<br />
As of December 31 <strong>20</strong>10 and <strong>20</strong>09, the Parent Company has no financial instruments carried at<br />
fair value.<br />
5. Financial Risk Management Objectives and Policies<br />
The Parent Company’s principal financial instruments mainly comprise of short-term loans from<br />
banks. The main purpose of these financial instruments is to raise funds for the Parent Company’s<br />
fulfillment or delivery of remittance transactions to beneficiaries. The Parent Company also has<br />
various other financial assets and liabilities such as cash and cash equivalents, accounts receivable<br />
and accounts payable to beneficiaries, which arise directly from its remittance operations.<br />
The main risks arising from the Parent Company’s financial instruments are credit risk, foreign<br />
currency risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and approves<br />
policies for managing each of these risks and these are summarized below:<br />
*SGVMC116162*
- <strong>20</strong> -<br />
Credit Risk<br />
Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to perform its<br />
obligations during the life of the transaction. This includes risk of non-payment by borrowers or<br />
issuers, failed settlement of transactions and default on contracts.<br />
The nature of its business exposes the Parent Company to potential risk from difficulties in<br />
recovering transaction money from foreign partners. Receivables from foreign offices and agents<br />
arise as a result of its remittance operations in various regions of the globe. In order to address<br />
this, the Parent Company has maintained the following credit policies: (a) implement a contract<br />
that incorporates a bond and advance payment cover such that the full amount of the transaction<br />
will be credited to the Parent Company prior to their delivery to the beneficiaries, which applies<br />
generally to all new agents and in certain cases to old agents; (b) all foreign offices and agents<br />
must settle their accounts following the next banking day settlement policy, otherwise, the<br />
fulfillment or delivery of their 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 />
the other pertinent aspects of their partners’ businesses which assures the Parent Company of the<br />
financial soundness of their partner firms; and (d) receivable balances are monitored daily by the<br />
regional managers with the result that the Parent Company’s exposure to bad debts is not<br />
significant.<br />
The Parent Company’s receivables from agents and courier companies are highly collectible and<br />
have a turnover ranging from 1 to 5 days and 30 to 60 days, respectively. The other receivables,<br />
which include advances to related parties, are also highly collectible and are due in less than one<br />
year.<br />
The table below shows the maximum credit exposure of the Parent Company per account<br />
classification as of December 31, <strong>20</strong>10 and <strong>20</strong>09 (see Notes 6, 7, 8 and 12):<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Loans and receivables:<br />
Cash and cash equivalents* P=685,9<strong>20</strong>,368 P=652,582,294<br />
Accounts receivable<br />
Other receivables:<br />
1,115,685,946 1,177,175,491<br />
Related parties 78,581,573 32,043,965<br />
Minority shareholders 39,981,243 16,5<strong>20</strong>,681<br />
Dividend – 23,296,068<br />
Others<br />
Other noncurrent assets:<br />
23,394,429 43,527,627<br />
Refundable deposits 4,099,931 3,601,557<br />
Total<br />
* excludes cash on hand<br />
P=1,947,663,490 P=1,948,747,683<br />
The table below shows the maximum credit exposure of the Parent Company per geographical<br />
classification as of December 31, <strong>20</strong>10 and <strong>20</strong>09:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Asia Pacific P=1,742,386,664 P=1,601,347,252<br />
Middle East 98,796,778 68,374,703<br />
North America 54,214,381 <strong>20</strong>6,577,577<br />
Europe 52,265,667 72,448,151<br />
Total P=1,947,663,490 P=1,948,747,683<br />
*SGVMC116162*
- 21 -<br />
There are no past due receivables as of December 31, <strong>20</strong>10 and <strong>20</strong>09. The Parent Company<br />
classifies its receivables as high grade. High grade financial assets with credit ratings of excellent,<br />
strong, good, or satisfactory, wherein the borrower has low probability of default and could<br />
withstand the normal business cycle.<br />
Foreign Currency Risk<br />
Foreign currency risk is the risk to earnings or capital arising from changes in foreign exchange<br />
rates. It is the Parent Company’s policy that all daily foreign currencies, which arise as a result of<br />
its remittance transactions, must be traded daily with bank partners only at prevailing foreign<br />
exchange rates in the market. The daily closing foreign exchange rates shall be the guiding rate in<br />
providing wholesale rates and retail rates to foreign offices and agents, respectively. The trading<br />
proceeds will be used to pay out bank loans and other obligations of the Parent Company.<br />
The tables below summarize the Parent Company’s exposure to foreign exchange risk. Included<br />
in the tables are the Parent Company’s foreign currency-denominated monetary assets and<br />
liabilities and their PHP equivalent.<br />
Cash and Cash<br />
Equivalents Receivables Total<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Php<br />
Equivalent<br />
Cash and Cash<br />
Equivalents Receivables Total<br />
PHP<br />
Equivalent<br />
Currency<br />
CAD 139,422 3,312,925 3,452,347 P=151,305,487 <strong>20</strong> 4,372,293 4,372,313 P=193,799,626<br />
USD 1,026,855 901,651 1,928,506 84,545,703 1,218,815 1,311,537 2,530,352 116,902,262<br />
EUR 321,739 515,999 837,738 48,567,036 13,298 <strong>20</strong>3,192 216,490 14,383,643<br />
SGD 89,587 1,254,112 1,343,699 45,565,156 5,654 1,443,109 1,448,763 47,642,803<br />
AUD 184,346 783,071 967,417 43,141,040 1 1,903,567 1,903,568 78,051,047<br />
NTD – 23,731,378 23,731,378 35,581,1<strong>20</strong> – 51,271,915 51,271,915 73,431,637<br />
HKD – 1,553,760 1,553,760 8,753,014 – 1,780,852 1,780,852 10,605,294<br />
NZD 7,518 212,371 219,889 7,364,909 – 298,940 298,940 9,778,<strong>20</strong>8<br />
GBP 14,752 – 14,752 1,002,493 14,752 721,629 736,381 54,446,892<br />
QAR 275 – 275 3,312 – – – –<br />
Net exposure P=425,829,270 P=599,041,412<br />
The following tables set forth for the year indicated the impact of reasonably possible changes in<br />
the rates of other currencies on pretax income.<br />
<strong>20</strong>10<br />
Change in<br />
Change in<br />
nominal<br />
nominal<br />
foreign currency Effect on foreign currency Effect on<br />
Currency<br />
exchange rate pretax income exchange rate pretax income<br />
EUR +8.87 P=7,430,736 -3.04 (P=2,546,724)<br />
USD +3.55 6,846,196 -1.61 (3,104,895)<br />
CAD +1.75 6,041,607 -2.09 (7,215,405)<br />
HKD +0.41 637,042 -0.08 (124,301)<br />
SGD +0.32 429,984 -1.87 (2,512,717)<br />
NTD +0.01 237,314 -0.12 (2,847,765)<br />
NZD +1.03 226,486 -3.09 (679,457)<br />
AUD +0.13 125,764 -7.05 (6,8<strong>20</strong>,290)<br />
GBP +8.01 118,164 -3.57 (52,665)<br />
QAR +1.73 476 -4.08 (1,122)<br />
*SGVMC116162*
- 22 -<br />
Change in nominal<br />
<strong>20</strong>09<br />
Change in nominal<br />
foreign currency Effect on foreign currency Effect on<br />
Currency<br />
exchange rate pretax income exchange rate pretax income<br />
EUR +4.75 P=1,028,328 -7.32 (P=1,584,707)<br />
USD +3.00 7,591,056 -0.33 (835,016)<br />
CAD +1.36 5,946,346 -7.19 (31,436,930)<br />
HKD +0.78 1,389,065 -0.97 (1,727,426)<br />
SGD +1.38 1,999,293 -2.19 (3,172,791)<br />
NTD +1.73 88,700,413 -4.08 (<strong>20</strong>9,189,413)<br />
NZD +1.73 517,166 -4.08 (1,219,675)<br />
AUD +3.51 6,681,524 -11.67 (22,214,639)<br />
GBP +7.52 5,537,585 -11.25 (8,284,286)<br />
There is no other impact on the Parent Company’s equity other than those already affecting the<br />
profit or loss.<br />
Cash Flow Interest Rate Risk<br />
Interest rate risk arises from the possibility that changes in interest rates will affect future cash<br />
flows of financial instruments.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company’s exposure to cash flow interest rate risk<br />
is minimal. The Parent Company’s policy is to manage its interest cost by entering only into fixed<br />
rate short-term loans from banks.<br />
Liquidity Risk<br />
Liquidity or funding risk is the risk that an entity will encounter difficulty in raising funds to meet<br />
commitments associated with financial instruments.<br />
The Parent Company’s objective is to maintain a balance between continuity of funding and<br />
flexibility through the use of short-term debts. In addition, the Parent Company maintains credit<br />
facilities with local banks. As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company has unused<br />
credit facilities amounting to P=1.02 billion and P=0.60 billion, respectively (see Note 14).<br />
Financial assets<br />
Maturity profile of financial assets held for liquidity purposes is shown below. The analysis is<br />
based on the remaining period from the end of the reporting period to the contractual maturity<br />
date, or if earlier, the expected date the assets will be realized.<br />
Financial liabilities<br />
The maturity grouping is based on the remaining period from the end of the reporting period to the<br />
contractual maturity date. When a counterparty has a choice of when the amount is paid, the<br />
liability is allocated to the earliest period in which the Group can be required to pay.<br />
*SGVMC116162*
- 23 -<br />
The tables below summarize the maturity profile of the Parent Company’s financial instruments<br />
based on undiscounted contractual payments.<br />
Less than 5 days<br />
<strong>20</strong>10<br />
5 to 30 days 30 to 60 days Total<br />
Financial assets<br />
Cash and cash equivalents P=727,665,919 P=– P=– P=727,665,919<br />
Accounts receivable 1,115,685,946 – – 1,115,685,946<br />
P=1,843,351,865 P=– P=– P=1,843,351,865<br />
Financial liabilities<br />
Beneficiaries and other<br />
payables:<br />
Beneficiaries P=144,960,550 P=– P=– P=144,960,550<br />
Advances from related<br />
parties – – 74,161,090 74,161,090<br />
Agents, couriers and<br />
trading clients 27,101,817 – – 27,101,817<br />
Accrued expenses – – 6,250,462 6,250,462<br />
Payable to suppliers – – 2,958,634 2,958,634<br />
Others – – 803,350 803,350<br />
Interest-bearing loans 395,273,055 483,077,528 – 878,350,583<br />
P=567,335,422 P=483,077,528 P=84,173,536 P=1,134,586,486<br />
Less than 5 days<br />
<strong>20</strong>09<br />
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 />
Accounts receivable 1,177,175,491 – – 1,177,175,491<br />
P=1,821,535,732 P=50,326,462 P=– P=1,871,862,194<br />
Financial liabilities<br />
Beneficiaries and other<br />
payables:<br />
Beneficiaries<br />
Advances from related<br />
P=147,449,679 P=– P=– P=147,449,679<br />
parties<br />
Agents, couriers and<br />
– – 501,577 501,577<br />
trading clients 46,987,240 – – 46,987,240<br />
Accrued expenses – – 6,996,450 6,996,450<br />
Payable to suppliers – – 2,243,487 2,243,487<br />
Others – – 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 />
6. Cash and Cash Equivalents<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Cash on hand P=41,745,551 P=42,080,103<br />
Cash in banks (Note 22) 685,9<strong>20</strong>,368 602,280,138<br />
Short-term deposits – 50,302,156<br />
P=727,665,919 P=694,662,397<br />
*SGVMC116162*
- 24 -<br />
Cash in banks earn interest at the respective bank deposit rates. Short-term deposits are made for<br />
varying periods of up to three months and earn interest at the respective short-term deposit rates.<br />
In <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, interest income included in ‘Other income’ amounted to P=3.22 million,<br />
P=7.67 million and P=5.26 million, respectively (see Note 21).<br />
The Parent Company’s cash and cash equivalents denominated in foreign currency, with<br />
corresponding Philippine peso (PHP) equivalent, are as follows:<br />
December 31, <strong>20</strong>10 December 31, <strong>20</strong>09<br />
Amount PHP equivalent Amount PHP equivalent<br />
USD 1,026,855 P=45,017,323 1,218,815 P=56,309,253<br />
EUR 321,739 18,652,502 13,298 883,522<br />
AUD 184,346 8,2<strong>20</strong>,734 1 41<br />
CAD 139,422 6,110,427 <strong>20</strong> 886<br />
SGD 89,587 3,037,917 5,654 185,933<br />
GBP 14,752 1,002,493 14,752 1,077,432<br />
NZD 7,518 251,806 – –<br />
QAR 275 3,312 – –<br />
P=82,296,514 P=58,457,067<br />
Cash in banks earn interest rates ranging as follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
PHP 1.00% to 2.00% 1.00% to 2.00% 1.00% to 2.00%<br />
Foreign Currency Denominated 1.00% to 2.00% 1.00% to 2.00% 1.00% to 2.00%<br />
7. Accounts Receivable<br />
Accounts receivable pertains mainly to the Parent Company’s receivables from agents and<br />
couriers. Receivables from agents pertain to advances made to fund the remittance transactions to<br />
beneficiaries. These are settled within 1 to 5 days from transaction date. Receivables from<br />
couriers pertain to advances made to courier companies to ease up the door-to-door delivery of the<br />
remittances to the beneficiaries. These are settled within 30 to 60 days from transaction date.<br />
8. Other Receivables<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Related parties (Note 22) P=78,581,573 P=32,043,965<br />
Minority shareholders 39,981,243 16,5<strong>20</strong>,681<br />
Bureau of Internal Revenue (BIR) 13,160,535 13,160,535<br />
Dividend – 23,296,068<br />
Others 23,394,429 43,527,627<br />
P=155,117,780 P=128,548,876<br />
Receivable from the BIR pertains to the excess payments made by the Parent Company in <strong>20</strong>07<br />
for the Initial Public Offering (IPO) percentage tax. As of December 31, <strong>20</strong>10, the case is pending<br />
resolution with the Court of Tax Appeals. The Parent Company believes that it will be able to<br />
obtain the refund from the BIR.<br />
*SGVMC116162*
- 25 -<br />
Receivable from the minority shareholders pertains to the Parent Company’s advances to the<br />
minority shareholders of IERCAG (see Note 10) and WEPL.<br />
‘Others’ includes advances to employees, contractors and trading clients for foreign exchange<br />
transactions. These outstanding receivables are due either on demand or within one year.<br />
9. Other Current Assets<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Visa cards inventory P=8,054,2<strong>20</strong> P=9,308,037<br />
Prepaid expenses 1,895,811 3,929,033<br />
Office supplies 199,689 443,118<br />
P=10,149,7<strong>20</strong> P=13,680,188<br />
Prepaid expenses include prepayments for interest, rent, association dues and advertisements.<br />
10. Investments in Subsidiaries and Associates<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company’s investments in subsidiaries and<br />
associates consist of the following:<br />
Amounts<br />
Subsidiaries:<br />
IERCAG P=78,<strong>20</strong>0,341<br />
IGRL 71,<strong>20</strong>0,000<br />
LSML 42,554,665<br />
IRCL 13,444,000<br />
WEPL 9,033,072<br />
IAPL 8,552,000<br />
PSAGL 5,958,800<br />
INZL<br />
Associates:<br />
32,400<br />
<strong>IS</strong>PL 12,600,000<br />
HKHCL 3,573,974<br />
P=245,149,252<br />
Establishment of subsidiaries<br />
IERCAG<br />
The Parent Company’s BOD approved IERCAG’s incorporation on July 8, <strong>20</strong>05 as a stock<br />
corporation to be organized and registered in Austria. Accordingly, the Parent Company made an<br />
investment of P=3.55 million on July 18, <strong>20</strong>05.<br />
*SGVMC116162*
- 26 -<br />
On December 21, <strong>20</strong>09, the shareholders of IERCAG made a non-refundable shareholders’<br />
contribution amounting to EUR 1.50 million (P=99.66 million) to the entity to strengthen its equity.<br />
The additional investments were taken from the outstanding receivables of the Parent Company<br />
from IERCAG amounting to P=91.16 million and were recognized by the latter as capital reserves<br />
to wipe out its accumulated deficit amounting to GBP 0.56 million (P=52.41 million). As a result<br />
of the application of receivables, the Parent Company recognized a receivable amounting to<br />
P=16.52 million from the minority shareholder. The remaining P=8.49 million was recognized as a<br />
receivable from the minority shareholder in the separate financial statements of IERCAG. On<br />
September 28, <strong>20</strong>10, the Parent Company advanced the P=8.49 million to IERCAG as payment of<br />
the receivable from the minority shareholder. This resulted to the increase in the Parent<br />
Company’s receivable by P=8.49 million (see Note 8). The existing ownership ratio of 74.90% and<br />
25.10% was maintained after the additional contribution was made.<br />
INZL<br />
On August 17, <strong>20</strong>07, the Parent Company’s BOD approved the incorporation of INZL as a stock<br />
corporation to be organized and registered in New Zealand. Accordingly, the Parent Company<br />
made an investment of NZD 1,000 (P=32,400). INZL started commercial operation on<br />
February 13, <strong>20</strong>08.<br />
Acquisition of subsidiaries<br />
IGRL and IAPL<br />
On June 2, <strong>20</strong>07, the Parent Company’s BOD approved the acquisition of 100.00% ownership<br />
interest in both IGRL and IAPL for a consideration of P=71.<strong>20</strong> 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 the remittance business, have the same operations as the Parent<br />
Company. Accordingly, on June 29, <strong>20</strong>07, the Parent Company acquired 100.00% ownership<br />
interest in IGRL and IAPL through the execution of deeds of assignment by the previous<br />
stockholders (who are also the stockholders of the Parent Company) of the two entities. Under the<br />
deeds of assignment, the existing advances by the Parent Company to certain stockholders were<br />
applied as payment for the purchase of IGRL and IAPL.<br />
WEPL<br />
On June 2, <strong>20</strong>07, the Parent Company’s BOD also approved the acquisition of <strong>20</strong>.00% ownership<br />
interest in WEPL for a consideration of P=5.60 million. WEPL was incorporated and is based in<br />
Australia, and has the same operations as the Parent Company. Accordingly, on June 29, <strong>20</strong>07,<br />
the Parent Company acquired <strong>20</strong>.00% ownership interest in WEPL through the execution of a<br />
deed of assignment by the previous stockholders (who are also stockholders of the Parent<br />
Company) of the entity. Under the deed of assignment, the existing advances of the Parent<br />
Company to certain stockholders were applied as payment for the purchase of WEPL. On<br />
September 4, <strong>20</strong>07, an additional 15.00% ownership interest in WEPL was acquired by the Parent<br />
Company for a consideration of P=3.43 million.<br />
As discussed in Note 1, WEPL is effectively 65.00% owned by the Parent Company through its<br />
direct interest of 35.00% and indirect interest of 30.00% through IAPL.<br />
IRCL<br />
On October 1, <strong>20</strong>04, the Parent Company’s BOD approved the acquisition of 65.00% of IRCL for<br />
a consideration of P=10.34 million. IRCL was incorporated on July 16, <strong>20</strong>01 and is based in<br />
Canada and has the same operations as the Parent Company. On July 26, <strong>20</strong>06, the additional<br />
30.00% ownership interest from a minority stockholder in IRCL was transferred to the Parent<br />
Company at no additional cost.<br />
*SGVMC116162*
- 27 -<br />
On June 2, <strong>20</strong>07, the Parent Company’s BOD approved the acquisition of 5.00% ownership<br />
interest from minority stockholder for a consideration P=3.10 million taking its ownership in IRCL<br />
to 100.00%. Accordingly on June 29, <strong>20</strong>07, IRCL minority stockholder executed a deed of<br />
assignment to transfer the ownership interest to the Parent Company. Under the deed of<br />
assignment, the existing advances by the Parent Company to certain stockholder were applied as<br />
payment for the purchase of IRCL.<br />
PSAGL<br />
On November 28, <strong>20</strong>08, the Parent Company’s BOD ratified the acquisition of 100.00%<br />
ownership interest in PSAGL for a consideration of P=5.96 million. PSAGL is based in Hong<br />
Kong and was incorporated on April 28, <strong>20</strong>08 to engage in foreign currencies trading services.<br />
LSML<br />
LSML was incorporated on March 16, <strong>20</strong>01 and is based in Hong Kong and has the same<br />
operations as the Parent Company. On April <strong>20</strong>01, the Parent Company’s BOD approved the<br />
acquisition of 51.00% ownership interest in LSML for a consideration of P=17.85 million. On<br />
June 2, <strong>20</strong>07, the Parent Company’s BOD approved the acquisition of the 49.00% ownership<br />
interest in LSML from its minority stockholders for a consideration of P=24.70 million.<br />
Accordingly on June 29, <strong>20</strong>07, the minority stockholder of LSML (who is also a stockholder of<br />
the Parent Company) executed deed of assignment to transfer its ownership interest to the Parent<br />
Company. Under the deeds of assignment, the existing advances by the Parent Company to<br />
certain stockholder were applied as payment for the purchase of LSML.<br />
Acquisition of associates<br />
HKHCL<br />
On January 16, <strong>20</strong>09, the Parent Company’s BOD approved the acquisition of 49.00% ownership<br />
interest in HKHCL, for a consideration of NTD 2.45 million (P=3.57 million). HKHCL is a<br />
remittance business based in Taiwan. Accordingly, on July 1, <strong>20</strong>09 (acquisition date), the Parent<br />
Company remitted the cash payment to the existing stockholders of HKHCL.<br />
<strong>IS</strong>PL<br />
On June 2, <strong>20</strong>07, the Parent Company’s BOD approved the acquisition of 49.00% ownership<br />
interest in <strong>IS</strong>PL for a consideration of P=12.60 million. <strong>IS</strong>PL is based in Singapore. <strong>IS</strong>PL, which is<br />
in the remittance business, has the same operations as the Parent Company. Accordingly on<br />
June 29, <strong>20</strong>07, the Parent Company acquired 49.00% ownership interest in <strong>IS</strong>PL through the<br />
execution of a deed of assignment by the previous stockholders (who are also stockholders of the<br />
Parent Company) of the entity.<br />
The Monetary Authority of Singapore has yet to approve the sale of 49.00% equity interest in<br />
<strong>IS</strong>PL to the Parent Company. Management and its legal counsel believe that the Parent<br />
Company’s application for approval will merit favorable judgment and that any outcome will not<br />
affect the Parent Company’s purchase of 49.00% interest in <strong>IS</strong>PL.<br />
*SGVMC116162*
- 28 -<br />
The following tables present the summarized financial information of the Parent Company’s<br />
subsidiaries and associates as of and for the years ended December 31, <strong>20</strong>10 and <strong>20</strong>09:<br />
<strong>20</strong>10<br />
Balance Sheets Statements of Income<br />
Total Total<br />
Gross Net Income<br />
Assets Liabilities Revenue<br />
(In thousands)<br />
Income (Loss)<br />
Subsidiaries:<br />
PAGL P=193,141 P=1,722 P=62,610 P=62,413 P=63,271<br />
IERCAG 68,553 70,507 13,400 11,711 (46,642)<br />
IRCL 62,144 40,718 109,058 97,525 666<br />
LSML 24,435 14,722 25,562 25,553 6,107<br />
WEPL 21,785 17,111 30,546 29,226 <strong>20</strong>0<br />
IGRL 16,662 13,645 55,240 43,769 1,019<br />
INZL 11,870 18,025 9,618 8,798 (1,129)<br />
IAPL 5,600 1,526 628 308 29<br />
Associates:<br />
404,190 177,976 306,662 279,303 23,521<br />
HKHCL 69,159 53,006 65,648 22,037 5,996<br />
<strong>IS</strong>PL 61,<strong>20</strong>9 40,638 56,130 33,198 4,754<br />
P=534,558 P=271,6<strong>20</strong> P=428,440 P=334,538 P=34,271<br />
<strong>20</strong>09<br />
Balance Sheets Statements of Income<br />
Total Total<br />
Gross Net Income<br />
Assets Liabilities Revenue<br />
(In thousands)<br />
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 />
<strong>IS</strong>PL 74,159 42,914 38,046 37,708 13,027<br />
HKHCL 31,970 30,572 21,096 14,295 (966)<br />
P=509,827 P=259,260 P=364,353 P=325,047 P=95,397<br />
*SGVMC116162*
11. Property and Equipment - net<br />
- 29 -<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>20</strong>10<br />
Furniture<br />
and Fixtures<br />
Leasehold<br />
Improvements Total<br />
Cost<br />
Balance at beginning of year P=22,623,757 P=5,9<strong>20</strong>,959 P=3,692,945 P=11,762,843 P=44,000,504<br />
Additions 2,621,930 3,116,461 177,934 32,500 5,948,825<br />
Disposals (195,500) (2,<strong>20</strong>2,818) (91,412) – (2,489,730)<br />
Balance at end of year 25,050,187 6,834,602 3,779,467 11,795,343 47,459,599<br />
Accumulated Depreciation and<br />
Amortization<br />
Balance at beginning of year 18,066,791 2,350,632 2,594,128 9,227,166 32,238,717<br />
Depreciation and amortization 3,521,442 1,303,027 415,880 1,310,452 6,550,801<br />
Disposals (88,344) (708,790) (25,900) – (823,034)<br />
Balance at end of year 21,499,889 2,944,869 2,984,108 10,537,618 37,966,484<br />
Net Book Value at End of Year P=3,550,298 P=3,889,733 P=795,359 P=1,257,725 P=9,493,115<br />
Office and<br />
Communication<br />
Equipment<br />
Transportation<br />
and Delivery<br />
Equipment<br />
<strong>20</strong>09<br />
Furniture<br />
and Fixtures<br />
Leasehold<br />
Improvements Total<br />
Cost<br />
Balance at beginning of year 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 year 22,623,757 5,9<strong>20</strong>,959 3,692,945 11,762,843 44,000,504<br />
Accumulated Depreciation and<br />
Amortization<br />
Balance at beginning of year 13,967,073 1,222,924 2,155,7<strong>20</strong> 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 year 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 />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the cost of fully depreciated property and equipment still in<br />
use by the Parent Company amounted to P=22.64 million and P=18.28 million, respectively.<br />
Details of depreciation and amortization follow:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Property and equipment P=6,550,801 P=6,948,635 P=6,078,228<br />
Software cost (Note 12) 1,507,900 1,665,896 1,482,668<br />
P=8,058,701 P=8,614,531 P=7,560,896<br />
*SGVMC116162*
- 30 -<br />
12. Software Costs - net and Other Noncurrent Assets<br />
Movements in software costs follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Cost<br />
Balance at beginning of year P=11,425,409 P=9,247,962<br />
Additions 671,288 2,177,447<br />
Balance at end of year<br />
Accumulated Amortization<br />
12,096,697 11,425,409<br />
Balance at beginning of year 8,7<strong>20</strong>,725 7,054,829<br />
Amortization (Note 11) 1,507,900 1,665,896<br />
Balance at end of year 10,228,625 8,7<strong>20</strong>,725<br />
Net Book Value at end of year P=1,868,072 P=2,704,684<br />
Other noncurrent assets consist of:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Input VAT P=28,493,804 P=27,821,193<br />
Refundable deposits 4,099,931 3,601,557<br />
Deferred input VAT 350,550 375,043<br />
Others 44,000 44,000<br />
P=32,988,285 P=31,841,793<br />
The Parent Company has applied for tax credits on input VAT with the BIR and is awaiting for the<br />
issuance of tax credit certificates (TCCs). Management believes that the Parent Company will be<br />
able to obtain these TCCs for the outstanding input VAT.<br />
Refundable deposits pertain to the security deposits made by the Parent Company in relation to<br />
rental lease agreements for its office spaces.<br />
13. Beneficiaries and Other Payables<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Beneficiaries P=144,960,550 P=147,449,679<br />
Advances from related parties (Note 22) 74,161,090 501,577<br />
Agents, couriers and trading clients 27,101,817 46,987,240<br />
Accrued expenses 6,250,462 6,996,450<br />
Payable to suppliers 2,958,634 2,243,487<br />
Withholding tax payable 814,996 1,109,836<br />
Payable to government agency 7,754 472,972<br />
Others 803,350 7,987,973<br />
P=257,058,653 P=213,749,214<br />
Payables to beneficiaries, agents, couriers and trading clients are noninterest-bearing and are<br />
normally settled within 1 to 30 days.<br />
*SGVMC116162*
- 31 -<br />
Accrued expenses include accruals for various operating expenses such as vacation and sick leave<br />
benefits, courier charges, training and development, professional fees and utilities.<br />
14. Interest-Bearing Loans<br />
This account pertains to the Parent Company’s unsecured, short-term interest-bearing pesodenominated<br />
bank loans.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the outstanding loans payable of the Parent Company<br />
amounted to P=877.00 million and P=930.00 million, respectively.<br />
In <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, these loans bear annual interest rates ranging from 5.50% to 6.00%,<br />
7.00% to 8.00% and 8.75% to 13.00%, respectively. In <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, the Parent<br />
Company recognized interest expense of P=29.21 million, P=48.68 million and P=13.25 million,<br />
respectively.<br />
The Parent Company has an unused credit facility with various banks amounting to P=1.02 billion<br />
and P=0.60 billion as of December 31, <strong>20</strong>10 and <strong>20</strong>09, respectively.<br />
The loans outstanding as of December 31, <strong>20</strong>10 were subsequently paid on various dates in<br />
January and February <strong>20</strong>11.<br />
15. Equity<br />
Capital Stock<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company’s capital stock consists of:<br />
Number of<br />
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<br />
Balance at beginning and end of year 562,417,000 P=562,417,000<br />
Less treasury stock (9,329,000) (40,115,150)<br />
Issued and outstanding 553,088,000 P=522,301,850<br />
Dividends<br />
On March 19, <strong>20</strong>10, the BOD of the Parent Company declared cash dividends amounting to<br />
P=26.60 million or P=0.0481 per share, payable to shareholders-of-record as of April 8, <strong>20</strong>10.<br />
The declaration was subsequently ratified and confirmed by the Parent Company’ shareholders<br />
during their annual meeting held on July 23, <strong>20</strong>10. The payment was made on May 5, <strong>20</strong>10.<br />
On March 23, <strong>20</strong>09, the BOD of the 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>20</strong>09.<br />
The declaration was subsequently ratified and confirmed by the Parent Company’ shareholders<br />
during their annual meeting held on July 17, <strong>20</strong>09. The payment of dividends was made on<br />
May 6, <strong>20</strong>09.<br />
*SGVMC116162*
- 32 -<br />
On April 25, <strong>20</strong>08, the BOD of the 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, <strong>20</strong>08.<br />
The declaration was subsequently ratified and confirmed by the Parent Company’ shareholders<br />
during their annual meeting held on July 31, <strong>20</strong>08. The payment of dividends was made on<br />
June 10, <strong>20</strong>08.<br />
Treasury Stock<br />
On August 15, <strong>20</strong>08, the Parent Company’s BOD approved the Buy-back Program to acquire up<br />
to ten million (10,000,000) of its shares, representing approximately 1.87% of the Parent<br />
Company’s total outstanding common shares, from the market. The Parent Company purchased<br />
9,329,000 shares (P=40.12 million) in <strong>20</strong>08 under the Buy-back Program and the same number of<br />
shares is outstanding as of December 31, <strong>20</strong>10 and <strong>20</strong>09.<br />
In <strong>20</strong>09 and <strong>20</strong>08, the Parent Company purchased 130,900 shares (P=0.13 million) and<br />
548,500 shares (P=0.55 million), respectively, under the SSPP. The 808,100 shares (including<br />
128,700 shares purchased in <strong>20</strong>07) purchased under the SSPP, were subsequently transferred on<br />
September <strong>20</strong>09 to the retirement fund of the Parent Company (see Note 17).<br />
Capital Management<br />
The Parent Company’s capital is composed of its equity, which amounts to P=1.16 billion and<br />
P=1.15 billion as of December 31, <strong>20</strong>10 and <strong>20</strong>09, respectively.<br />
The Parent Company’s capital management activities seek to ensure that it maintains a healthy<br />
capital ratio in order to support its businesses and maximize shareholder value by optimizing the<br />
level and mix of its capital resources. Decisions on the allocation of capital resources are being<br />
performed as part of the strategic planning review.<br />
The Parent Company manages its capital structure and makes adjustments to it, in light of changes<br />
in economic conditions. To maintain or adjust the capital structure, the Parent Company may<br />
adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.<br />
No changes were made in the objectives, policies or processes during the years ended<br />
December 31, <strong>20</strong>10 and <strong>20</strong>09.<br />
The Parent Company’s objective is to ensure that there are no known events that may trigger direct<br />
or contingent financial obligation that is material to the Company, including default or<br />
acceleration of an obligation.<br />
The Parent Company is not subject to externally imposed capital requirements.<br />
16. 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 for pension obligations are established for benefits payable in the form of retirement<br />
pensions. Benefits are dependent on years of service and the respective employee’s latest monthly<br />
salary.<br />
*SGVMC116162*
- 33 -<br />
The Parent Company determined its transitional liability for defined benefit retirement plan merely<br />
as the present value of the obligation since the Parent Company had no plan assets at the date of<br />
the adoption. Transitional liability is amortized prospectively over five (5) years starting on<br />
January 1, <strong>20</strong>05.<br />
The latest actuarial valuation report on the retirement plan is dated December 31, <strong>20</strong>10.<br />
The principal actuarial assumptions used in determining the retirement liability of the Parent<br />
Company as of January 1, <strong>20</strong>10 and <strong>20</strong>09 are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Discount rate 11.25% 15.<strong>20</strong>%<br />
Future salary increases 9.00% 5.00%<br />
Expected return on plan assets 6.00% 5.00%<br />
Average remaining working life (in years) 31.8 31.0<br />
The discount rates used to arrive at the present value of the obligation as of December 31, <strong>20</strong>10<br />
and <strong>20</strong>09 are 9.69% and 11.25%, respectively.<br />
The amounts recognized in the parent company balance sheets follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Present value of obligation 21,847,360 P=10,080,515<br />
Fair value of plan assets 15,196,930 12,421,022<br />
Deficit (surplus) 6,650,430 (2,340,507)<br />
Unrecognized amortization:<br />
Actuarial (loss) gain (5,872,169) 5,972,130<br />
Retirement liability P=778,261 P=3,631,623<br />
The movements in the fair value of plan assets in <strong>20</strong>10 and <strong>20</strong>09 are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year P=12,421,022 P=3,168,050<br />
Contributions 5,229,490 4,800,000<br />
Expected return on plan assets 738,073 –<br />
Benefits paid from plan assets (548,626) –<br />
Actuarial (loss) gain (2,643,029) 4,452,972<br />
Balance at end of year P=15,196,930 P=12,421,022<br />
The actual return on the plan assets of the Parent Company in <strong>20</strong>10 and <strong>20</strong>09 amounted to a loss<br />
of P=1.90 million and a gain of P=4.45 million, respectively.<br />
The movements in the present value of obligation are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year P=10,080,516 P=6,574,511<br />
Current service cost 2,143,246 1,819,273<br />
Interest cost 1,134,058 999,326<br />
Benefits paid from plan assets (548,626) –<br />
Actuarial loss 9,038,166 687,406<br />
Balance at end of year P=21,847,360 P=10,080,516<br />
*SGVMC116162*
- 34 -<br />
The amounts of retirement expense included in ‘Salaries, wages and employee benefits’ in the<br />
parent company statements of income are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Current service cost P=2,143,246 P=1,819,273 P=1,988,492<br />
Interest cost 1,134,058 999,326 788,666<br />
Expected return on plan assets (738,073) – –<br />
Actuarial (gains) loss recognized (163,104) (53,418) 32,268<br />
Amortization of transitional liability – 252,228 252,227<br />
P=2,376,127 P=3,017,409 P=3,061,653<br />
The movements in the ‘Retirement liability’ recognized in the parent company balance sheets are<br />
as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year P=3,631,624 P=5,414,214<br />
Retirement expense 2,376,127 3,017,409<br />
Contributions (5,229,490) (4,800,000)<br />
Balance at end of year P=778,261 P=3,631,623<br />
Movements in the unrecognized actuarial (gains) losses are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Balance at beginning of year (P=5,972,130) (P=2,259,982)<br />
Actuarial loss (gain) during the year 11,681,195 (3,765,566)<br />
Actuarial gain recognized 163,104 53,418<br />
Balance at end of year P=5,872,169 (P=5,972,130)<br />
The major categories of plan assets follow:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Private equity securities* P=10,249,745 P=5,091,030<br />
Government debt securities 2,760,719 1,764,648<br />
Deposits in banks 2,047,387 4,843,861<br />
Due from BSP – 700,000<br />
Interest receivable 162,126 32,842<br />
Trust fee payable (23,047) (11,359)<br />
P=15,196,930 P=12,421,022<br />
*This includes P=0.81 million of the Parent Company’s own equity securities bought under SSPP (see Note 17).<br />
The amounts of experience adjustments relating to the plan liabilities of the Parent Company<br />
follow:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08 <strong>20</strong>07<br />
Present value of obligation P=21,847,360 P=10,080,516 P=6,574,511 P=7,770,113<br />
Fair value of plan assets 15,196,930 12,421,022 3,168,050 –<br />
Deficit (surplus) 6,650,430 (2,340,506) 3,406,461 7,770,113<br />
Changes in actuarial assumptions 9,932,542 1,070,082 (3,766,312) (9,785,892)<br />
Experience adjustments on plan<br />
liabilities (894,376) (382,676) (<strong>20</strong>6,448) 4,176,250<br />
Experience adjustments on plan assets (2,643,029) 4,452,972 – –<br />
*SGVMC116162*
17. Special Stock Purchase Program (SSPP)<br />
- 35 -<br />
On July <strong>20</strong>, <strong>20</strong>07, the Parent Company’s BOD approved the proposal to set up an SSPP totaling<br />
15,000,000 shares for the employees of the Parent Company who have been in the service for at<br />
least one (1) calendar year as of June 30, <strong>20</strong>07, as well as its BOD members, resource persons and<br />
consultants (collectively referred to as “the Participants”). A Notice of Exemption under<br />
Section 10.2 of the Securities Regulations Code had been approved by the <strong>SEC</strong> on<br />
September 13, <strong>20</strong>07. Notwithstanding the aforesaid confirmation by the <strong>SEC</strong> of the exempt<br />
status of the SSPP shares, the <strong>SEC</strong> nonetheless required the Parent Company to include the SSPP<br />
shares among the shares of the Parent Company which were registered with the <strong>SEC</strong> prior to the<br />
conduct of its Initial Public Offering in October <strong>20</strong>07. The registration of the Parent Company<br />
shares, together with the SSPP shares, was rendered effective on October 5, <strong>20</strong>07.<br />
All 15,000,000 shares were exercised. The shares subject to the 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 the 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 2 years from date of issue, which ended on September 19, <strong>20</strong>09.<br />
The sale is further subject to the condition that should the officer or employee resign from the<br />
Parent Company prior to the expiration of the lock-up period, the shares purchased by such<br />
resigning employee or officer shall be purchased at cost by the Parent Company as Treasury<br />
stock. As of December 31, <strong>20</strong>09, 24 employees resigned (9 in <strong>20</strong>09, 13 in <strong>20</strong>08 and 2 in <strong>20</strong>07)<br />
and their shares totaling 808,100 (130,900 in <strong>20</strong>09, 548,500 in <strong>20</strong>08 and 128,700 in <strong>20</strong>07) were<br />
bought back by the Parent Company.<br />
As approved by the Parent Company’s BOD, the fair value of the shares issued under the SSPP<br />
was measured at the grant date using the price-earnings multiple model taking into account the<br />
terms and conditions upon which the 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>20</strong>09, <strong>20</strong>08<br />
and <strong>20</strong>07, respectively.<br />
On September 19, <strong>20</strong>09, which is the end of the lock up period, the 808,100 shares bought back at<br />
cost was transferred to the Parent Company’s retirement fund upon reimbursement of the<br />
P=0.81 million paid by the Parent Company for those shares (see Note 16).<br />
The expense arising from the share-based payment plan is recognized over the two-year lock-up<br />
period. The expense recognized under ‘Salaries, wages and employee benefits’ in the parent<br />
company statements of income amounted to P=1.53 million in <strong>20</strong>09 and P=2.16 million in <strong>20</strong>08.<br />
18. Operating Lease Commitments<br />
The Parent Company has entered into the following lease agreements for its office spaces:<br />
(a) On September 30, <strong>20</strong>08, a lease agreement with Sta. Elena Divisoria Condo was made for a<br />
period of 60 months commencing on October 1, <strong>20</strong>08 to September 30, <strong>20</strong>13 with a 10.00%<br />
escalation rate effective on the second year up to the fifth year of the lease term. The contract<br />
was cancelled in May <strong>20</strong>09.<br />
*SGVMC116162*
- 36 -<br />
(b) A lease agreement with Wynsum Realty was entered into for a period of 36 months<br />
commencing on September 1, <strong>20</strong>08 to August 31, <strong>20</strong>10 with a 5.00% escalation on the<br />
monthly rental on the second year of the lease term. The contract was renewed for a period of<br />
3 years commencing on September 1, <strong>20</strong>10 to August 31, <strong>20</strong>13.<br />
(c) On February 7, <strong>20</strong>07, a lease agreement with Oakridge Properties (Unit 2503) was made for a<br />
period of 36 months commencing on February 1, <strong>20</strong>07 to January 31, <strong>20</strong>10 with a 10.00%<br />
escalation on the monthly rental payable effective on the 13th and 25th month of the lease<br />
term. The contract was renewed for another 2 years commencing on February 01, <strong>20</strong>10 to<br />
January 31, <strong>20</strong>12.<br />
(d) Operating lease agreements with Oakridge Properties (Unit 2603) were entered into for a<br />
period of 12 months, which commenced on December 1, <strong>20</strong>08 and expired on<br />
November 30, <strong>20</strong>09. The contract was renewed for a period of 2 years commencing on<br />
December 1, <strong>20</strong>09 to November 30, <strong>20</strong>11 with a 10.00% escalation on the aggregate monthly<br />
rental on the 13th month of the lease term.<br />
(e) In December <strong>20</strong>05, a lease agreement with Oakridge Properties (Unit 2703) was entered into<br />
for a period of 35 months, which commenced on February 1, <strong>20</strong>06 and expires on<br />
January 31, <strong>20</strong>09. Renewal of this contract was made on January 6, <strong>20</strong>09 for a period of 24<br />
months commencing February 1, <strong>20</strong>09 to January 31, <strong>20</strong>11 with a 10.00% escalation rate on<br />
the aggregate monthly rental effective on the 13th month of the lease term<br />
Total rent expense of the Parent Company amounted to P=11.74 million, P=11.11 million and<br />
P=9.95 million in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, respectively (see Note 22).<br />
Future minimum rentals payable under non-cancelable operating leases are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Within one year P=11,225,119 P=7,615,824<br />
After one year but not more than five years 3,122,961 6,159,385<br />
P=14,348,080 P=13,775,<strong>20</strong>9<br />
19. Marketing Expenses<br />
This account consists of:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Marketing and promotions P=27,448,244 P=11,465,823 P=38,631,019<br />
Advertising and publicity 4,950,676 3,378,503 5,269,536<br />
P=32,398,9<strong>20</strong> P=14,844,326 P=43,900,555<br />
*SGVMC116162*
<strong>20</strong>. Other Operating Expenses<br />
This account consists of:<br />
- 37 -<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Repairs and maintenance P=799,563 P=508,566 P=585,834<br />
Taxes and licenses 6,085,301 2,253,135 2,450,304<br />
Association dues 1,927,949 2,066,643 1,623,984<br />
Insurance 613,229 754,666 956,624<br />
Donations and contributions 1,155,280 1,<strong>20</strong>9,115 –<br />
Disallowance of input VAT by BIR – 1,338,804 –<br />
Miscellaneous 4,464,242 2,673,515 6,2<strong>20</strong>,904<br />
P=15,045,564 P=10,804,444 P=11,837,650<br />
‘Miscellaneous’ includes various expenses incurred for the business development of potential<br />
foreign offices and other related expenses.<br />
21. Realized Foreign Exchange Gains - Net and Other Income<br />
‘Realized foreign exchange gains - net’ represents currency exchange income (net of losses)<br />
arising primarily from trading third currencies to Philippine pesos. These third currencies are<br />
collected from the remittance transactions.<br />
‘Other income’ consists of:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Interest income (Note 6) P=3,219,724 P=7,670,526 P=5,262,353<br />
Rebates 687,509 2,595,006 –<br />
Unrealized foreign exchange<br />
gain - net 1,769,<strong>20</strong>2 5,172,171 4,722,355<br />
Dividends 596,381 34,242,442 11,124,039<br />
Others 1,831,287 2,594,154 3,197,424<br />
P=8,104,103 P=52,274,299 P=24,306,171<br />
Interest income pertains to interest earned from deposits and short-term placements with banks.<br />
Rebates pertain to the refund of bank service charges.<br />
22. Related Party Transactions<br />
Parties are considered to be related if one party has the ability, directly or indirectly, to control the<br />
other party or exercise significant influence over the other party in making financial and operating<br />
decisions. Parties are also considered to be related if they are subject to common control or<br />
common significant influence. Related parties may be individuals or corporate entities.<br />
*SGVMC116162*
- 38 -<br />
In the ordinary course of business, the Parent Company transacts with its subsidiaries and with<br />
directors, officers, stockholders and other related interests. Under the Parent Company’s existing<br />
policies, these transactions are made substantially on the same terms and conditions as<br />
transactions with other individuals and businesses of comparable risks. The Parent Company<br />
engages in transactions with related parties consisting primarily of the following:<br />
(a) Delivery fees in the Parent Company’s statements of income in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08, include<br />
those arising from clients of subsidiaries and associates as follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
IRCL P=55,227,017 P=51,071,109 P=42,169,099<br />
HKHCL 33,<strong>20</strong>2,567 25,364,567 –<br />
IAPL and WEPL 26,166,135 30,787,242 27,782,<strong>20</strong>7<br />
<strong>IS</strong>PL 25,080,948 27,016,303 22,103,338<br />
IGRL 21,562,260 22,736,884 27,348,257<br />
LSML 10,342,216 9,633,356 7,102,659<br />
IERCAG 3,899,549 4,368,628 2,737,852<br />
INZL 3,498,875 2,697,639 454,796<br />
P=178,979,567 P=173,675,728 P=129,698,<strong>20</strong>8<br />
(b) The Parent Company leases office spaces from Oakridge Properties. Rent expense amounted<br />
to P=9.25 million, P=8.17 million and P=8.02million in <strong>20</strong>10, <strong>20</strong>09, and <strong>20</strong>08, respectively.<br />
Oakridge Properties is owned by JTKC, one of the stockholders of the Parent Company.<br />
(c) In <strong>20</strong>09, the Parent Company subleased an office space in Singapore with Surewell Equities<br />
Pte Ltd., a stockholder. Rental income in <strong>20</strong>09 amounted to P=1.03 million.<br />
(d) The Parent Company’s retirement fund is maintained with Sterling Bank of Asia (SBA), an<br />
affiliate, as trustee (see Note 16).<br />
(e) The Parent Company has deposits amounting to P=118.62 million and P=129.71 million with<br />
SBA, an affiliate, as of December 31, <strong>20</strong>10 and <strong>20</strong>09, respectively. These deposits earned<br />
P=1.12 million and P=1.16 million interest income in <strong>20</strong>10 and <strong>20</strong>09, respectively.<br />
In addition to the related information disclosed elsewhere in the Parent Company’s financial<br />
statements, the following are the yearend balances in respect of transactions with related parties<br />
which were carried in terms that prevail in arm’s length transactions during the year:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Advances to related parties (Note 8):<br />
Affiliates<br />
Subsidiaries:<br />
P=– P=3,743,285<br />
IAPL – 1,261,382<br />
I-Remit-USA 1,778,138 1,805,866<br />
INZL 9,285,149 10,617,540<br />
LSML 4,454,735 2,791,7<strong>20</strong><br />
IERCAG 54,579,655 –<br />
PSAGL – 878,984<br />
IGRL 5,099,127 5,548,649<br />
(Forward)<br />
*SGVMC116162*
- 39 -<br />
<strong>20</strong>10 <strong>20</strong>09<br />
IRCL 71,646 56,610<br />
WEPL 94,113 –<br />
Associates:<br />
HKHCL 3,021,191 2,944,333<br />
<strong>IS</strong>PL – 2,181,783<br />
Others 197,819 213,813<br />
78,581,573 P=32,043,965<br />
Advances from related parties (Note 13):<br />
Subsidiaries:<br />
PSAGL P=70,214,989 P=494,322<br />
WEPL – 7,255<br />
IAPL 3,946,101 –<br />
P=74,161,090 P=501,577<br />
Advances to affiliates include cash advances to stockholders, officers and directors.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, no provision for credit losses has been recognized for the<br />
advances to related parties.<br />
In <strong>20</strong>10, the Parent Company recognized dividend income amounting P=0.60 million from<br />
dividends declared by <strong>IS</strong>PL. In <strong>20</strong>09, the Parent Company’s dividend income includes dividends<br />
declared by <strong>IS</strong>PL (P=14.40 million), IRCL (P=9.54 million), WEPL (P=3.93 million), IAPL (P=3.30)<br />
and PSAGL (P=3.07 million). In <strong>20</strong>08, the Parent Company’s dividend income includes dividends<br />
declared by LSML (P=2.55 million) and WEPL (P=13.91 million).<br />
The compensation of the key management personnel of the Parent Company in <strong>20</strong>10, <strong>20</strong>09 and<br />
<strong>20</strong>08 are as follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Short-term employee benefits P=19,605,330 P=17,836,472 P=16,227,<strong>20</strong>6<br />
Post employee benefits 549,541 721,632 1,035,615<br />
Share-based program – 435,303 618,250<br />
P=<strong>20</strong>,154,871 P=18,993,407 P=17,881,071<br />
23. Income Taxes<br />
The provision for income tax consists of:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Current<br />
RCIT P=15,785,947 P=25,662,740 P=37,616,889<br />
Final 643,945 1,534,105 1,052,470<br />
P=16,429,892 P=27,196,845 P=38,669,359<br />
Republic Act (RA) No. 9337, An Act Amending National Internal Revenue Code, provides that the<br />
RCIT rate shall be 35.00% until December 31, <strong>20</strong>08. Starting January 1, <strong>20</strong>09, the RCIT rate shall<br />
be 30.00%. It also provides that the interest allowed as a deductible expense is reduced by an<br />
amount equivalent to 42.00% until December 31, <strong>20</strong>08 and 33.00% starting January 1, <strong>20</strong>09 of<br />
interest income subjected to final tax.<br />
*SGVMC116162*
- 40 -<br />
An MCIT of 2.00% on modified gross income is computed and compared with the RCIT. Any<br />
excess of the MCIT over the RCIT is deferred and can be used as a tax credit against future<br />
income tax liability for the next three years. In addition, current tax regulations provide for the<br />
ceiling on the amount of entertainment, amusement and recreation (EAR) expenses that can be<br />
claimed as a deduction against taxable income. The actual EAR expenses incurred by the Parent<br />
Company was P=2.84 million, P=2.62 million and P=4.08 million in <strong>20</strong>10, <strong>20</strong>09 and <strong>20</strong>08,<br />
respectively. The allowed EAR limit was P=2.80 million, P=2.74 million, and P=3.13 million in <strong>20</strong>10,<br />
<strong>20</strong>09 and <strong>20</strong>08, respectively. Under the regulation, EAR expenses allowed as deductible expense<br />
for taxpayers engaged in the sale of services, including exercise of profession and use of lease<br />
properties, like the Parent Company, is limited to the actual EAR paid or incurred but not to<br />
exceed 1.00% of net revenue.<br />
RA No. 9504, An Act Amending National Internal Revenue Code, provides that starting<br />
July 1, <strong>20</strong>08, the optional standard deduction (OSD) equivalent to 40.00% of gross income may be<br />
claimed as an alternative deduction in computing for the RCIT. For the <strong>20</strong>10 and <strong>20</strong>09 RCIT<br />
computation, the Parent Company elected to claim itemized expense deductions instead of the<br />
OSD.<br />
As of December 31, <strong>20</strong>10 and <strong>20</strong>09, the deferred tax assets and liability recognized by the Parent<br />
Company relates to the tax effects of the following:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Deferred tax assets on:<br />
Retirement liability P=281,692 P=1,143,728<br />
Accrued courier charges 249,069 407,923<br />
Subtotal<br />
Less deferred tax liability on unrealized foreign<br />
530,761 1,551,651<br />
exchange gain 530,761 1,551,651<br />
Net deferred tax assets P=– P=–<br />
The Parent Company did not set up deferred tax assets on the following temporary differences:<br />
<strong>20</strong>10 <strong>20</strong>09<br />
Temporary differences on:<br />
Accrued interest P=2,074,213 P=1,894,391<br />
Accrued courier charges 393,793 2,085,271<br />
Others 381,961 1,068,597<br />
P=2,849,967 P=5,048,259<br />
The management of the Parent Company believes that it is not highly probable that these<br />
temporary differences will be realized in the future.<br />
*SGVMC116162*
- 41 -<br />
A reconciliation of the statutory income tax rates and the effective income tax rates in <strong>20</strong>10, <strong>20</strong>09<br />
and <strong>20</strong>08 follows:<br />
<strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08<br />
Statutory income tax 30.00% 30.00% 35.00%<br />
Tax effects of:<br />
Unrecognized deferred tax asset (1.15) (2.59) 2.02<br />
Interest income subject to final tax (0.57) (0.77) (0.67)<br />
Nondeductible interest expense 0.56 0.76 0.66<br />
Others – – (3.98)<br />
Effective income tax 28.84% 27.40% 33.03%<br />
24. Contingencies<br />
The Parent Company has various contingencies arising in the ordinary conduct of business which<br />
have either pending decision by the courts or are being contested, the outcome of which are not<br />
presently determinable.<br />
In the opinion of management and its legal counsel, the eventual liability under these lawsuits or<br />
claims, if any, will not have a material or adverse effect on the Parent Company’s financial<br />
position and results of operations. The information usually required by PAS 37 is not disclosed on<br />
the grounds that it can be expected to prejudice the outcome of these lawsuits, claims and<br />
assessments.<br />
25. Approval of the Release of the Parent Company Financial Statements<br />
The accompanying financial statements of the Parent Company were approved and authorized for<br />
issue by the BOD on March 25, <strong>20</strong>11.<br />
26. Supplementary Information Required Under Revenue Regulations No. 15-<strong>20</strong>10<br />
The Parent Company reported and/or paid the following types of taxes in <strong>20</strong>10:<br />
Value added tax (VAT)<br />
The Parent Company’s sales are subject to output VAT while its purchases from other VATregistered<br />
individuals or corporations are subject to input VAT. The VAT rate is 12.0%.<br />
a. Output VAT for <strong>20</strong>10<br />
Zero-rated sales of goods and services consists of export sales and those rendered to persons<br />
or entities whose exemptions are provided under special laws or international agreements to<br />
which the Philippines is a signatory.<br />
The Parent Company, being engaged in the business of fund transfer and remittance services<br />
of any form or kind of currencies or monies, is registered as a zero-rated VAT taxpayer under<br />
Section 108 (B)(2) of NIRC .<br />
*SGVMC116162*
. Input VAT<br />
- 42 -<br />
Amount<br />
Balance at January 1, <strong>20</strong>10 P=27,821,193<br />
Current year’s domestic purchases/payments for:<br />
Goods other than for resale or manufacture 3,961<br />
Capital goods subject to amortization 24,493<br />
Capital goods not subject to amortization 5,357<br />
Services lodged under other accounts 754,737<br />
Total 788,548<br />
Adjustments (115,937)<br />
Balance at December 31, <strong>20</strong>10 P=28,493,804<br />
c. Withholding taxes<br />
Details of total remittances in <strong>20</strong>10 and balance as of December 31, <strong>20</strong>10 of withholding taxes<br />
are as follows:<br />
Total<br />
<strong>Remittance</strong>s Balance<br />
Withholding taxes on compensation and benefits P=9,573,703 P=225,036<br />
Expanded withholding taxes 4,193,197 589,960<br />
P=13,766,900 P=814,996<br />
d. Taxes and licenses<br />
Other taxes and licenses includes all other taxes, local and national, and are recognized as<br />
‘Taxes and licenses’ included under ‘Other operating expenses’. Details follow:<br />
Amount<br />
Documentary stamp taxes:<br />
Applied on loans P=3,000,344<br />
Applied on other transactions 2,892<br />
Licenses and permits 2,236,950<br />
Others 845,115<br />
P=6,085,301<br />
*SGVMC116162*
COVER SHEET<br />
A 2 0 0 1 0 1 6 3 1<br />
<strong>SEC</strong> 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. HARR<strong>IS</strong> EDSEL D. JACILDO (02) 706 – 9999 Local 100/105/109<br />
(Contact Person) (Company Telephone Number)<br />
1 2 3 1 1 7 - Q 0 7<br />
Month Day (<strong>Form</strong> Type) Month Day<br />
(Fiscal Year) (Annual Meeting)<br />
(Secondary License Type, If Applicable)<br />
Dept. Requiring this Doc. Amended Articles Number/Section<br />
Total Amount of Borrowings<br />
Total No. of Stockholders Domestic Foreign<br />
To be accomplished by <strong>SEC</strong> Personnel concerned<br />
File Number LCU<br />
Document ID Cashier<br />
S T A M P S<br />
Remarks: Please use BLACK ink for 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 />
December 31<br />
(Fiscal Year Ending)<br />
(Month and Day)<br />
<strong>SEC</strong> FORM 17-Q<br />
<strong>Form</strong> Type<br />
Amendment Designation (if applicable)<br />
March 31, <strong>20</strong>11<br />
Period Ended Date<br />
(Secondary License Type and File Number)<br />
<strong>SEC</strong> Number A<strong>20</strong>0101631<br />
PSE Code<br />
File Number
ASSETS<br />
Unaudited Audited<br />
Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Current Assets<br />
Cash and Cash Equivalents 961,416,<strong>20</strong>2 883,817,947<br />
Financial Assets at Fair Value through Profit or Loss 111,034,116 102,905,294<br />
Receivables 1,252,378,391 1,155,950,682<br />
Other Current Assets 17,884,674 23,486,618<br />
Total Current Assets 2,342,713,382 2,166,160,541<br />
Noncurrent Assets<br />
Investments in Associates 21,592,663 <strong>20</strong>,932,236<br />
Property and Equipment - net 28,117,967 27,013,308<br />
Goodwill 94,455,112 93,092,118<br />
Deferred Tax Asset 5,265,456 4,232,9<strong>20</strong><br />
Software Costs - net 2,600,039 2,081,746<br />
Other Noncurrent Assets 43,095,338 42,637,246<br />
Total Noncurrent Assets 195,126,575 189,989,574<br />
2,537,839,958 2,356,150,115<br />
LIABILITIES AND EQUITY<br />
I-REMIT, INC. AND SUBSIDIARIES<br />
Consolidated Balance Sheets<br />
Current Liabilities<br />
Beneficiaries and Other Payables 533,164,769 199,496,915<br />
Income Tax Payable 16,004,781 6,942,551<br />
Interest-bearing Loans 701,000,000 877,000,000<br />
Total Current Liabilities 1,250,169,551 1,083,439,466<br />
Noncurrent Liability<br />
Retirement Liability 778,261 778,261<br />
Deferred Tax Liability 0 29,765<br />
Total Noncurrent Liabilities 778,261 808,026<br />
Total Liabilities 1,250,947,812 1,084,247,492<br />
Equity Attributable to Equity Holders of<br />
the Parent Company<br />
Capital Stock 562,417,000 562,417,000<br />
Capital Paid-in Excess of Par Value 429,513,501 429,513,501<br />
Additional Capital Adjustment (11,097,286) 0<br />
Retained Earnings 389,424,854 357,893,779<br />
Treasury Stock (40,115,150) (40,115,150)<br />
Cumulative Translation Adjustment (39,481,932) (38,951,963)<br />
1,290,660,987 1,270,757,167<br />
Minority Interest (3,768,841) 1,145,456<br />
Total Equity 1,286,892,146 1,271,902,623<br />
2,537,839,958 2,356,150,115<br />
1
I-REMIT, INC. AND SUBSIDIARIES<br />
Consolidated Statements of Income<br />
Unaudited Unaudited<br />
Jan. 1 to Jan. 1 to<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
REVENUE<br />
Delivery Fees 128,162,854 119,732,791<br />
Realized Foreign Exchange Gains - Net 85,976,112 68,024,806<br />
Other Fees <strong>20</strong>7,386 199,697<br />
214,346,352 187,957,294<br />
COSTS OF SERVICES<br />
Bank Charges 45,629,322 43,326,790<br />
Delivery Charges 3,169,479 8,541,948<br />
48,798,801 51,868,738<br />
GROSS INCOME 165,547,551 136,088,556<br />
OPERATING EXPENSES<br />
Salaries, Wages and Employee Benefits 62,258,705 50,933,360<br />
Rental 13,857,319 12,508,440<br />
Marketing 9,188,279 7,573,544<br />
Professional Fees 10,827,036 8,213,<strong>20</strong>3<br />
Transportation and Travel 6,955,819 6,580,365<br />
Communication, Light and Water 6,392,805 5,251,323<br />
Supplies 2,773,347 3,109,902<br />
Depreciation and Amortization 3,268,675 3,471,026<br />
Entertainment, Amusement and Recreation 919,309 637,176<br />
Other Operating Expenses 4,098,238 3,849,316<br />
Other Charges (Income), Net 7,916,379 4,794,946<br />
128,455,911 106,922,601<br />
INCOME BEFORE INCOME TAX 37,091,640 29,165,955<br />
PROV<strong>IS</strong>ION FOR INCOME TAX 8,724,086 4,665,723<br />
NET INCOME 28,367,554 24,500,232<br />
Attributable to:<br />
Equity Holders of the Parent Company 31,531,076 25,329,368<br />
Minority Interest (3,163,522) (829,136)<br />
28,367,554 24,500,232<br />
Basic/Dilutive Earnings Per Share<br />
0 (0)<br />
Attributable to Equity Holders of the Parent<br />
Company<br />
0.06 0.05<br />
2
I-REMIT, INC. AND SUBSIDIARIES<br />
Consolidated Statements of Changes in Equity<br />
Unaudited Unaudited<br />
Jan. 1 to Jan. 1 to<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
CAPITAL FUNDS, BEGINNING 1,271,902,623 1,252,427,018<br />
Add / (Deduct) Changes in Capital:<br />
Net Income for the Period 31,531,076 25,329,368<br />
Acquisition of Minority Interest (4,914,297) (1,871,248)<br />
Other Equity Adjustment (11,627,256) (6,761,625)<br />
CAPITAL FUNDS, ENDING 1,286,892,146 1,269,123,513<br />
3
I-REMIT, INC. AND SUBSIDIARIES<br />
Consolidated Statements of Cash Flows<br />
Unaudited Unaudited<br />
Jan. 1 to Jan. 1 to<br />
Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Income Before Income Tax 37,091,640 29,165,955<br />
Adjustments for:<br />
Interest Expense 8,324,962 10,231,122<br />
Depreciation and Amortization 3,268,675 3,471,026<br />
Interest Income (3,738,367) (931,508)<br />
Changes in Operating Assets and Liabilities<br />
Decrease (Increase) in:<br />
Receivables (96,427,709) 222,386,752<br />
Other Current Assets 5,601,944 (11,610,823)<br />
Financial Assets at FV through PL (8,128,822) 5,340,858<br />
Increase (Decrease) in:<br />
Beneficiaries and Other Payables 342,730,085 (73,496,460)<br />
Deferred Tax Liability (29,765)<br />
Retirement Liability 0 0<br />
Cash Provided by (Used in) Operations 288,692,643 184,556,921<br />
Interest Received 3,738,367 931,508<br />
Interest Paid (8,324,962) (10,231,122)<br />
Income Taxes Paid (8,724,086) (4,665,723)<br />
Net Cash Provided by (Used in) Operating Activities 275,381,962 170,591,585<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
(Increase)/Decrease in Investment in an Associate (660,427) (566,872)<br />
Additional Capital Adjustment (11,097,286) 0<br />
Acquisitions of Property and Equipment (3,408,419) (3,943,226)<br />
Acquisition of Software (1,154,380) (60,900)<br />
Increase in Other Noncurrent Assets (1,490,628) (<strong>20</strong>6,976)<br />
Net Cash Provided by (Used in) Investing Activities (17,811,140) (4,777,973)<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Proceeds from (Payment of) Interest-bearing Loans (176,000,000) (380,000,000)<br />
Increase (Decrease) in minority interest (1,750,775) (1,042,112)<br />
Net Cash Provided by Financing Activities (177,750,775) (381,042,112)<br />
INCREASE (DECREASE) IN<br />
TRANSLATION ADJUSTMENTS (2,221,792) (6,761,626)<br />
NET INCREASE (DECREASE) IN<br />
CASH AND CASH EQUIVALENT 77,598,255 (221,990,126)<br />
CASH AND CASH EQUIVALENT, BEGINNING 883,817,947 962,813,647<br />
CASH AND CASH EQUIVALENT, ENDING 961,416,<strong>20</strong>2 740,823,521<br />
4
I-REMIT, INC. AND SUBSIDIARIES<br />
Aging of Consolidated Receivables<br />
Unaudited<br />
March 31, <strong>20</strong>11<br />
Total Current 2-30 Days 31-60 Days Over 60 Days<br />
Agents 1,045,177,486 1,045,177,486<br />
-<br />
-<br />
-<br />
Couriers 6,737,447 - 6,737,447<br />
-<br />
-<br />
Related Parties 56,691,366 -<br />
-<br />
- 56,691,366<br />
Others 143,772,092 -<br />
-<br />
- 143,772,092<br />
1,252,378,391 1,045,177,486 6,737,447 - <strong>20</strong>0,463,458<br />
5
Item 1. Financial Statements<br />
PART I – FINANCIAL INFORMATION<br />
The following financial statements are submitted as part of this report:<br />
a. Consolidated Balance Sheets as of March 31, <strong>20</strong>11 (unaudited) and December 31, <strong>20</strong>10<br />
(audited);<br />
b. Unaudited Comparative Consolidated Statements of Income for the three (3) months<br />
ended March 31, <strong>20</strong>11 and March 31, <strong>20</strong>10;<br />
c. Unaudited Comparative Consolidated Statements of Changes in Equity for the three (3)<br />
months ended March 31, <strong>20</strong>11 and March 31, <strong>20</strong>10;<br />
d. Unaudited Comparative Consolidated Statements of Cash Flows for the three (3) months<br />
ended March 31, <strong>20</strong>11 and March 31, <strong>20</strong>10;<br />
e. Aging of Consolidated Receivables as of March 31, <strong>20</strong>11 (unaudited);<br />
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of<br />
Operations<br />
March 31, <strong>20</strong>11 vs. December 31, <strong>20</strong>10<br />
The total assets of the Company increased by PHP 181.7 million or 7.7% to PHP 2.537 billion<br />
as of March 31, <strong>20</strong>11 against PHP 2.356 billion as of December 31, <strong>20</strong>10. Cash and cash<br />
equivalents increased by PHP 77.6 million or 8.8% from PHP 883.8 million as of December<br />
31, <strong>20</strong>10 to PHP 961.4 million as of March 31, <strong>20</strong>11. Financial assets at FVPL, which consist<br />
of investments in private debt securities (listed overseas) held for trading, increased by PHP<br />
8.1 million or 7.9% from PHP 102.9 million as of March 31, <strong>20</strong>10 to PHP 111.0 million as of<br />
March 31, <strong>20</strong>11. Receivables increased by PHP 96.4 million or 8.3% from PHP 1.155 billion<br />
as of December 31, <strong>20</strong>10 to PHP 1.252 billion as of March 31, <strong>20</strong>11. Other current assets<br />
decreased by PHP 5.6 million or -23.9% from PHP 23.5 million as of December 31, <strong>20</strong>10 to<br />
PHP 17.9 million as of March 31, <strong>20</strong>11. Investments in associates increased by PHP 0.7<br />
million or 3.2% from PHP <strong>20</strong>.9 million as of December 31, <strong>20</strong>10 to PHP 21.6 million as of<br />
March 31, <strong>20</strong>11. Property and equipment-net increased by PHP 1.1 million or 4.1% from PHP<br />
27.0 million as of December 31, <strong>20</strong>10 to PHP 28.1 million as of March 31, <strong>20</strong>11. Goodwill<br />
increased by PHP 1.4 million or 1.5% from PHP 93.1 million as of December 31, <strong>20</strong>10 to PHP<br />
94.5 million as of March 31, <strong>20</strong>11 due to foreign exchange adjustment. Deferred tax asset<br />
increased by PHP 1.0 million or 24.4% from PHP 4.2 million as of December 31, <strong>20</strong>10 to PHP<br />
5.2 million as of March 31, <strong>20</strong>11. Software Costs–net increased by PHP 0.5 million or 24.9%<br />
from PHP 2.1 million as of December 31, <strong>20</strong>10 to PHP 2.6 million as of March 31, <strong>20</strong>11.<br />
Other noncurrent assets increased by PHP 0.5 million or 1.1% from PHP 42.6 million as of<br />
December 31, <strong>20</strong>10 to PHP 43.1 million as of March 31, <strong>20</strong>11.<br />
6
Total liabilities increased by PHP 166.7 million or 15.4% from PHP 1.084 billion as of<br />
December 31, <strong>20</strong>10 to PHP 1.250 billion as of March 31, <strong>20</strong>11. Current liabilities increased<br />
by PHP 166.7 million or 15.4% from PHP 1.083 billion as of December 31, <strong>20</strong>10 to PHP 1.250<br />
billion as of March 31, <strong>20</strong>11 mainly due to the increase in payables by PHP 333.7 million or<br />
167.2% from PHP 199.5 million as of December 31, <strong>20</strong>10 to PHP 533.2 million as of March<br />
31, <strong>20</strong>11. Interest-bearing loans decreased by PHP 176.0 million or -<strong>20</strong>.1% from PHP 877.0<br />
million as of December 31, <strong>20</strong>10 to PHP 701.0 million as of March 31, <strong>20</strong>11. Interest-bearing<br />
loans consist of unsecured, short-term peso-denominated loans from various local financial<br />
institutions with interest rates ranging from 5.0% to 6.0% per annum in First Quarter <strong>20</strong>11 and<br />
5.5% to 6.0% in <strong>20</strong>10.<br />
Accounts payable and other liabilities increased by PHP 342.7 million or 166.0% to PHP<br />
549.1 million as of March 31, <strong>20</strong>11 compared with PHP <strong>20</strong>6.4 million as of December 31,<br />
<strong>20</strong>10. Comprising accounts payable and other liabilities are payables to beneficiaries of PHP<br />
123.3 million, payables to agents, couriers and trading clients of PHP 347.7 million, payable to<br />
suppliers of PHP 0.6 million, accrued expenses of PHP 16.6 million, withholding tax payable<br />
of PHP 2.4 million, advances from related parties of PHP 40.6 million, income tax payable of<br />
PHP 16.0 million, and non-trade payables of PHP 1.9 million. Long-term debt amounting to<br />
PHP 0.8 million as of March 31, <strong>20</strong>11 represents retirement liability.<br />
The Company’s stockholders’ equity as of March 31, <strong>20</strong>11 stood at PHP 1.286 billion, higher<br />
by PHP 15.0 million or 1.2% against the year-end <strong>20</strong>10 level of PHP 1.271 billion due to<br />
higher net income.<br />
On March 25, the Company’s Board of Directors has authorized the acquisition of additional<br />
equity in Worldwide Exchange Pty Ltd (“WEPL”) equivalent to thirty-five percent (35%) of<br />
WEPL’s outstanding capital stock for a total consideration of AUS$ 274,345.57. On March 31,<br />
the sale and purchase transaction was completed bringing the shareholdings of the Company<br />
in WEPL to 70% direct voting interest and 30% indirect voting interest through the Company’s<br />
wholly-owned subsidiary, I-Remit Australia Pty Ltd. WEPL is engaged in servicing the<br />
remittance needs of overseas Filipino workers in Australia through its two (2) branches<br />
located in Blacktown, New South Wales and Perth, Western Australia.<br />
On April 15, <strong>20</strong>11, the Bangko Sentral ng Pilipinas reported that remittances from overseas<br />
Filipinos reached USD1.5 billion in February <strong>20</strong>11, posting a year-on-year increment of 6.2%.<br />
As a result, total remittances for the first two (2) months of the year totaled USD3.0 billion,<br />
representing a growth of 6.9%. <strong>Remittance</strong>s from sea-based and land-based workers for the<br />
two-month period registered increases of 12.7% and 5.5%, respectively.<br />
<strong>Remittance</strong> flows into the country continued to draw strength from steady demand for Filipino<br />
manpower abroad. Latest reports by the Philippine Overseas Employment Administration<br />
(POEA) indicated that 43,360 job orders for service, production, and professional, technical<br />
and related workers were processed for the period January 1 – March 31, <strong>20</strong>11 in response to<br />
the manpower requirements in Saudi Arabia, United Arab Emirates (UAE), Qatar, Kuwait, and<br />
Taiwan.<br />
Data from the POEA also showed that the total number of deployed overseas workers for the<br />
period January-November <strong>20</strong>10 grew by 2.7% to 1,363,083 from 1,326,619 in the same<br />
period a year ago. Of the total deployed overseas workers, more than three-fourths were landbased,<br />
more than 70% of which were rehired workers. The leading destinations of the landbased<br />
workers (new hires and rehires) were Saudi Arabia, UAE, Hong Kong, Qatar and<br />
Singapore.<br />
7
On March 12, <strong>20</strong>11, the Saudi Arabia Ministry of Foreign Affairs announced that it would stop<br />
the processing of employment contracts for Filipino household service workers until further<br />
notice. According to Philippine labor officials, the ban is connected to the new Migrant<br />
Workers and Overseas Filipinos Act which requires prior to deployment a Department of<br />
Foreign Affairs (DFA) certification that the rights of domestic helpers would be adequately<br />
protected. As of November <strong>20</strong>10, there were 80,656 Filipino household service workers with<br />
an estimated 9,000 Filipinos deployed in Saudi Arabia last year.<br />
Also, in March <strong>20</strong>11, new Filipino workers have flown to Taiwan after its Ministry of Foreign<br />
Affairs lifted deployment restrictions. Taiwan imposed restrictions on visa applications and<br />
work permits after the deportation to China of 14 Taiwanese accused of fraudulent activities.<br />
Recently, the BSP announced that it expects remittances from oversees Filipino workers<br />
(OFWs) growing by 7% to a record level of USD<strong>20</strong>.1 billion this year from USD18.76 billion<br />
last year. This was lower than the earlier original growth target of eight percent to about<br />
USD<strong>20</strong>.2 billion this year. The BSP stated that remittances in <strong>20</strong>11 are expected to remain<br />
resilient amid possible downside risks such as the turmoil in the MENA region and natural<br />
disasters in Japan.<br />
Below are the comparative key performance indicators of the Company and its subsidiaries:<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11 Dec. 31, <strong>20</strong>10<br />
Net income* over average<br />
(Three Months) (Full Year)<br />
Return on Equity (ROE) stockholders’ equity during<br />
the period<br />
2% 5%<br />
Return on Assets<br />
(ROA)<br />
Net income* over average<br />
total assets during the period<br />
1% 3%<br />
Earnings per Share<br />
(EPS)<br />
Net income* over average<br />
number of outstanding shares<br />
Total transaction value in<br />
PHP 0.05 PHP 0.12<br />
Sales Growth<br />
USD in present period over<br />
the previous year<br />
9% 10%<br />
Gross Income<br />
Revenue less total cost of<br />
services (PHP millions)<br />
165.5 562.0<br />
* Net Income attributable to equity holders of the Parent Company and Minority Interest. EPS computed<br />
using Net Income attributable to equity holders of the Parent Company for the period ended<br />
March 31, <strong>20</strong>11 and for the year ended December 31, <strong>20</strong>10 are PHP 0.06 and PHP 0.14, respectively.<br />
8
Below are the comparative key performance indicators of the Company’s subsidiaries:<br />
International <strong>Remittance</strong> (Canada) Ltd.<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
(Three Months)<br />
Lucky Star Management Limited<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
Dec. 31, <strong>20</strong>10<br />
(Full Year)<br />
5% 3%<br />
2% 1%<br />
PHP 3.12 PHP 1.80<br />
7% 3%<br />
23.7 97.5<br />
(Three Months)<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
9<br />
Dec. 31, <strong>20</strong>10<br />
(Full Year)<br />
19% 89%<br />
9% 26%<br />
PHP 10.39 PHP 30.53<br />
-29% 8%<br />
6.7 25.6<br />
(Three Months)<br />
Dec. 31, <strong>20</strong>10<br />
(Full Year)<br />
5% 39%<br />
1% 6%<br />
PHP 1,650.29 PHP 10,191.13<br />
15% 1%<br />
10.5 43.8
I-Remit Australia Pty Ltd<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
(Three Months)<br />
Worldwide Exchange Pty Ltd<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
Dec. 31, <strong>20</strong>10<br />
(Full Year)<br />
0.1% 1%<br />
0.1% 0.2%<br />
PHP 2,433.00 PHP 14,435.50<br />
- -<br />
0.1 0.3<br />
(Three Months)<br />
I-Remit New Zealand Limited<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
10<br />
Dec. 31, <strong>20</strong>10<br />
(Full Year)<br />
-40% 5%<br />
-5% 1%<br />
(PHP 15.52) PHP 2.00<br />
21% <strong>20</strong>%<br />
7.5 29.2<br />
(Three Months)<br />
Dec. 31, <strong>20</strong>10<br />
(Full Year)<br />
11% <strong>20</strong>%<br />
-6% -9%<br />
(PHP 719.31) (PHP 1,129.10)<br />
19% 38%<br />
1.4 8.8
IRemit Europe <strong>Remittance</strong> Consulting AG<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
(Three Months)<br />
Power Star Asia Group Limited<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
11<br />
Dec. 31, <strong>20</strong>10<br />
(Full Year)<br />
149% -193%<br />
-22% -74%<br />
(PHP 180.05) (PHP 666.31)<br />
19% 94%<br />
8.3 11.7<br />
(Three Months)<br />
Dec. 31, <strong>20</strong>10<br />
(Full Year)<br />
11% 38%<br />
11% 36%<br />
PHP 22.72 PHP 63.27<br />
- -<br />
21.7 62.4
March 31, <strong>20</strong>11 vs. March 31, <strong>20</strong>10<br />
I-Remit realized a consolidated net income of PHP 28.4 million in First Quarter <strong>20</strong>11, an<br />
increase of PHP 3.9 million or 15.8% over the consolidated net income of PHP 24.5 million in<br />
First Quarter <strong>20</strong>10.<br />
Revenues increased by PHP 26.3 million or 14.0% to PHP 214.3 million in First Quarter <strong>20</strong>11<br />
from PHP 188.0 million in First Quarter <strong>20</strong>10 mainly due to the 4.2% increase in transaction<br />
count (from 669,686 in First Quarter <strong>20</strong>10 to 698,007 in First Quarter <strong>20</strong>11) and a 9.5%<br />
increase in USD remittance volume (from USD 292.6 million in First Quarter <strong>20</strong>10 to USD<br />
3<strong>20</strong>.4 million in First Quarter <strong>20</strong>11). Of the total transaction count in First Quarter <strong>20</strong>11, the<br />
percentage contributions per region are as follows: Asia-Pacific, 43%; Middle East, 27%;<br />
North America, 14%; and Europe, 13%. In terms of USD remittance volume, the regional<br />
contributions are as follows: Asia-Pacific, 33%; Middle East, 18%, North America, 15%, and<br />
Europe, 13%. Accordingly, the Company’s gross income increased by PHP 29.4 million or<br />
21.6% from PHP 136.1 million in First Quarter <strong>20</strong>10 to PHP 165.5 million in First Quarter<br />
<strong>20</strong>11.<br />
Total operating expenses was higher by PHP 21.5 million or <strong>20</strong>.1% from PHP 106.9 million in<br />
First Quarter <strong>20</strong>10 to PHP 128.4 million in First Quarter <strong>20</strong>11 mainly on account of higher<br />
salaries, wages and employee benefits, professional fees, marketing and rental expenses.<br />
The total assets of the Company increased by PHP 486.0 million or 23.7% to PHP 2.537<br />
billion as of March 31, <strong>20</strong>11 against PHP 2.051 billion as of March 31, <strong>20</strong>10. Cash and cash<br />
equivalents increased by PHP 2<strong>20</strong>.6 million or 29.8% from PHP 740.8 million as of March 31,<br />
<strong>20</strong>10 to PHP 961.4 million as of March 31, <strong>20</strong>11. Financial assets at FVPL, which consist of<br />
investments in private debt securities (listed overseas) held for trading, stood at PHP 111.0<br />
million as of March 31, <strong>20</strong>11, an increase of PHP 50.6 million or 83.7% against PHP 60.4<br />
million as of March 31, <strong>20</strong>10. Receivable increased by PHP 227.2 million or 22.2% from PHP<br />
1.025 billion as of March 31, <strong>20</strong>10 to PHP 1.252 billion as of March 31, <strong>20</strong>11. Other current<br />
assets decreased by PHP 16.0 million or -47.3% from PHP 33.9 million as of March 31, <strong>20</strong>10<br />
to PHP 17.9 million as of March 31, <strong>20</strong>11. Investments in associates increased by PHP 2.0<br />
million or 10.2% from PHP 19.6 million as of March 31, <strong>20</strong>10 to PHP 21.6 million as of March<br />
31, <strong>20</strong>11. Property and equipment-net decreased by PHP 1.1 million or -3.9% from PHP 29.2<br />
million as of March 31, <strong>20</strong>10 to PHP 28.1 million as of March 31, <strong>20</strong>11. Goodwill decreased<br />
by PHP 3.1 million or -3.2% from PHP 97.6 million as of March 31, <strong>20</strong>10 to PHP 94.5 million<br />
as of March 31, <strong>20</strong>11 due to foreign exchange adjustment. Deferred tax asset increased by<br />
PHP 1.6 million or 43.2% from PHP 3.6 million as of March 31, <strong>20</strong>10 to PHP 5.2 million as of<br />
March 31, <strong>20</strong>11. Software Costs–net increased by PHP 0.2 million or 8.8% from PHP 2.4<br />
million as of March 31, <strong>20</strong>10 to PHP 2.6 million as of March 31, <strong>20</strong>11. Other noncurrent<br />
assets increased by PHP 4.0 million or 10.3% from PHP 39.1 million as of March 31, <strong>20</strong>10 to<br />
PHP 43.1 million as of March 31, <strong>20</strong>11.<br />
Total liabilities increased by PHP 468.2 million or 59.8% from PHP 782.8 million as of March<br />
31, <strong>20</strong>10 to PHP 1.250 billion as of March 31, <strong>20</strong>11. Current liabilities increased by PHP<br />
471.0 million or 60.5% from PHP 779.1 million as of March 31, <strong>20</strong>10 to PHP 1.250 billion as of<br />
March 31, <strong>20</strong>11 mainly due to the increase in interest-bearing loans by PHP 151.0 million or<br />
27.4% from PHP 550.0 million as of March 31, <strong>20</strong>10 to PHP 701.0 million as of March 31,<br />
<strong>20</strong>11. Interest-bearing loans consist of unsecured, short-term peso-denominated loans from<br />
various local financial institutions with interest rates ranging from 5.0% to 6.0% per annum in<br />
First Quarter <strong>20</strong>11 and 6.0% to 8.0% in First Quarter <strong>20</strong>10.<br />
12
Accounts payable and other liabilities increased by PHP 3<strong>20</strong>.0 million or 139.7% to PHP<br />
549.1 million as of March 31, <strong>20</strong>11 compared with PHP 229.1 million as of March 31, <strong>20</strong>10.<br />
Comprising accounts payable and other liabilities are payables to beneficiaries of PHP 123.3<br />
million, payables to agents, couriers and trading clients of PHP 347.7 million, payable to<br />
suppliers of PHP 0.6 million, accrued expenses of PHP 16.6 million, withholding tax payable<br />
of PHP 2.4 million, advances from related parties of PHP 40.6 million, income tax payable of<br />
PHP 16.0 million, and non-trade payables of PHP 1.9 million. Long-term debt amounting to<br />
PHP 0.8 million as of March 31, <strong>20</strong>11 represents retirement liability.<br />
The Company’s stockholders’ equity as of March 31, <strong>20</strong>11 stood at PHP 1.286 billion, higher<br />
by PHP 17.8 million or 1.4% against the March 31, <strong>20</strong>10 level of PHP 1.269 billion due to<br />
higher net income.<br />
On March 25, the Company’s Board of Directors has authorized the acquisition of additional<br />
equity in Worldwide Exchange Pty Ltd (“WEPL”) equivalent to thirty-five percent (35%) of<br />
WEPL’s outstanding capital stock for a total consideration of AUS$ 274,345.57. On March 31,<br />
the sale and purchase transaction was completed bringing the shareholdings of the Company<br />
in WEPL to 70% direct voting interest and 30% indirect voting interest through the Company’s<br />
wholly-owned subsidiary, I-Remit Australia Pty Ltd. WEPL is engaged in servicing the<br />
remittance needs of overseas Filipino workers in Australia through its two (2) branches<br />
located in Blacktown, New South Wales and Perth, Western Australia.<br />
On April 15, <strong>20</strong>11, the Bangko Sentral ng Pilipinas reported that remittances from overseas<br />
Filipinos reached USD1.5 billion in February <strong>20</strong>11, posting a year-on-year increment of 6.2%.<br />
As a result, total remittances for the first two (2) months of the year totaled USD3.0 billion,<br />
representing a growth of 6.9%. <strong>Remittance</strong>s from sea-based and land-based workers for the<br />
two-month period registered increases of 12.7% and 5.5%, respectively.<br />
<strong>Remittance</strong> flows into the country continued to draw strength from steady demand for Filipino<br />
manpower abroad. Latest reports by the Philippine Overseas Employment Administration<br />
(POEA) indicated that 43,360 job orders for service, production, and professional, technical<br />
and related workers were processed for the period January 1 – March 31, <strong>20</strong>11 in response to<br />
the manpower requirements in Saudi Arabia, United Arab Emirates (UAE), Qatar, Kuwait, and<br />
Taiwan.<br />
Data from the POEA also showed that the total number of deployed overseas workers for the<br />
period January-November <strong>20</strong>10 grew by 2.7% to 1,363,083 from 1,326,619 in the same<br />
period a year ago. Of the total deployed overseas workers, more than three-fourths were landbased,<br />
more than 70% of which were rehired workers. The leading destinations of the landbased<br />
workers (new hires and rehires) were Saudi Arabia, UAE, Hong Kong, Qatar and<br />
Singapore.<br />
On March 12, <strong>20</strong>11, the Saudi Arabia Ministry of Foreign Affairs announced that it would stop<br />
the processing of employment contracts for Filipino household service workers until further<br />
notice. According to Philippine labor officials, the ban is connected to the new Migrant<br />
Workers and Overseas Filipinos Act which requires prior to deployment a Department of<br />
Foreign Affairs (DFA) certification that the rights of domestic helpers would be adequately<br />
protected. As of November <strong>20</strong>10, there were 80,656 Filipino household service workers with<br />
an estimated 9,000 Filipinos deployed in Saudi Arabia last year.<br />
Also, in March <strong>20</strong>11, new Filipino workers have flown to Taiwan after its Ministry of Foreign<br />
Affairs lifted deployment restrictions. Taiwan imposed restrictions on visa applications and<br />
work permits after the deportation to China of 14 Taiwanese accused of fraudulent activities.<br />
13
Recently, the BSP announced that it expects remittances from oversees Filipino workers<br />
(OFWs) growing by 7% to a record level of USD<strong>20</strong>.1 billion this year from USD18.76 billion<br />
last year. This was lower than the earlier original growth target of eight percent to about<br />
USD<strong>20</strong>.2 billion this year. The BSP stated that remittances in <strong>20</strong>11 are expected to remain<br />
resilient amid possible downside risks such as the turmoil in the MENA region and natural<br />
disasters in Japan.<br />
Below are the comparative key performance indicators of the Company and its subsidiaries:<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11 Mar. 31, <strong>20</strong>10<br />
Net income* over average<br />
(Three Months) (Three Months)<br />
Return on Equity (ROE) stockholders’ equity during<br />
the period<br />
2% 2%<br />
Return on Assets<br />
(ROA)<br />
Net income* over average<br />
total assets during the period<br />
1% 1%<br />
Earnings per Share<br />
(EPS)<br />
Net income* over average<br />
number of outstanding shares<br />
Total transaction value in<br />
PHP 0.05 PHP 0.04<br />
Sales Growth<br />
USD in present period over<br />
the same period in the<br />
previous year<br />
9% 17%<br />
Gross Income<br />
Revenue less total cost of<br />
services (PHP millions)<br />
165.5 136.1<br />
* Net Income attributable to equity holders of the Parent Company and Minority Interest. EPS computed<br />
using Net Income attributable to equity holders of the Parent Company for the periods ended<br />
March 31, <strong>20</strong>11 and March 31, <strong>20</strong>10 are P 0.06 and P 0.05, respectively.<br />
14
Below are the comparative key performance indicators of the Company’s subsidiaries:<br />
International <strong>Remittance</strong> (Canada) Ltd.<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
(Three Months)<br />
Lucky Star Management Limited<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
Mar. 31, <strong>20</strong>10<br />
(Three Months)<br />
5% 3%<br />
2% 1%<br />
PHP 3.12 PHP 1.87<br />
7% 18%<br />
23.7 24.1<br />
(Three Months)<br />
IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
15<br />
Mar. 31, <strong>20</strong>10<br />
(Three Months)<br />
19% 16%<br />
9% 4%<br />
PHP 10.39 PHP 3.48<br />
-29% 24%<br />
6.7 5.4<br />
(Three Months)<br />
Mar. 31, <strong>20</strong>10<br />
(Three Months)<br />
5% 9%<br />
1% 1%<br />
PHP 1,650.29 PHP 1,943.58<br />
15% 5%<br />
10.5 10.5
I-Remit Australia Pty Ltd<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
(Three Months)<br />
Worldwide Exchange Pty Ltd<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
Mar. 31, <strong>20</strong>10<br />
(Three Months)<br />
0.1% 7%<br />
0.1% 1%<br />
PHP 2,433.00 PHP 137,411.11<br />
- -<br />
0.1 0.1<br />
(Three Months)<br />
I-Remit New Zealand Limited<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
16<br />
Mar. 31, <strong>20</strong>10<br />
(Three Months)<br />
-40% <strong>20</strong>%<br />
-5% 3%<br />
(PHP 15.52) PHP 9.00<br />
21% 29%<br />
7.5 7.3<br />
(Three Months)<br />
Mar. 31, <strong>20</strong>10<br />
(Three Months)<br />
11% -10%<br />
-6% 4%<br />
(PHP 719.31) PHP 450.26<br />
19% 155%<br />
1.4 2.9
IRemit Europe <strong>Remittance</strong> Consulting AG<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
(Three Months)<br />
Power Star Asia Group Limited<br />
Performance Indicator Definition Mar. 31, <strong>20</strong>11<br />
Return on Equity (ROE)<br />
Return on Assets<br />
(ROA)<br />
Earnings per Share<br />
(EPS)<br />
Sales Growth<br />
Gross Income<br />
Net income over average<br />
stockholders’ equity during<br />
the period<br />
Net income over average total<br />
assets during the period<br />
Net income over average<br />
number of outstanding shares<br />
Total transaction value in<br />
USD in present period over<br />
the previous year<br />
Revenue less total cost of<br />
services (PHP millions)<br />
17<br />
Mar. 31, <strong>20</strong>10<br />
(Three Months)<br />
149% -10%<br />
-22% -8%<br />
(PHP 180.05) (PHP 65.13)<br />
19% 22%<br />
8.3 1.7<br />
(Three Months)<br />
Mar. 31, <strong>20</strong>10<br />
(Three Months)<br />
11% 11%<br />
11% 9%<br />
PHP 22.72 PHP 15.08<br />
- -<br />
21.7 16.3
The Company is not aware of any known trends, demands, commitments, events or<br />
uncertainties that will have a material impact on the Company’s liquidity. The Company<br />
has not defaulted in paying its currently maturing obligations. In addition, obligations of the<br />
Company are guaranteed up to a certain extent by the Company’s majority stockholders.<br />
The Company is not aware of any events that will trigger a direct or contingent financial<br />
obligation that is material to the Company, including any default or acceleration of an<br />
obligation.<br />
There are no material off-balance sheet transactions, arrangements, obligations (including<br />
contingent obligations), and other relationships of the Company with unconsolidated<br />
entities or other persons created during the reporting period.<br />
The Company has no material commitments for capital expenditures.<br />
Except as discussed above, the Company is not aware of any known trends, events or<br />
uncertainties that have had or that are reasonably expected to have a material favorable or<br />
unfavorable impact on sales, revenues or income from continuing operations.<br />
There are no significant elements of income or loss that did not arise from the Company’s<br />
continuing operations.<br />
There are no seasonal aspects that had a material effect on the financial condition or<br />
results of operations.<br />
The Company does not expect any purchase of significant equipment in the next twelve<br />
(12) months.<br />
The Company does not expect any significant changes in the number of employees in the<br />
next twelve (12) months.<br />
18
I-REMIT, INC.<br />
COMPLIANCE WITH <strong>SEC</strong> LETTER<br />
DATED OCTOBER 29, <strong>20</strong>08<br />
The information required by <strong>SEC</strong> letter dated October 29, <strong>20</strong>08 can be found in the following<br />
pages:<br />
a. Financial risk exposures of I-Remit, Inc. (“Company”)<br />
Please refer to pages 25 to 26.<br />
b. Disclosure on the financial instrument of the Company<br />
(1) Description of the financial instruments of the Company and the<br />
classification and measurements applied for each.<br />
Please refer to pages <strong>20</strong> to 23.<br />
(2) Amount of Company’s investments in foreign securities.<br />
Not applicable as the Company has no investments in foreign securities.<br />
(3) Significant judgments made in classifying a particular financial instrument<br />
in the fair value hierarchy.<br />
Please refer to page 24.<br />
(4) Explanation of how risk is incorporated and considered in the valuation of<br />
assets or liabilities.<br />
Please refer to pages 24 to 26.<br />
(5) Comparison of the fair values as of date of the recent interim financial<br />
report and as of date of the preceding interim period, and the amount of<br />
gain/loss recognized for each of the said periods.<br />
Not applicable.<br />
(6) Criteria used to determine whether the market for a financial instrument is<br />
active or inactive as defined under PAS 39-Financial Instruments.<br />
Please refer to pages 24 to 26.<br />
19
Summary of Significant Accounting Policies<br />
Financial Instruments - Initial Recognition and Subsequent Measurement<br />
Date of recognition<br />
Purchases or sales of financial assets that require delivery of assets within the time<br />
frame established by regulation or market convention are recognized on the settlement<br />
date. Settlement date is the date on which the transaction is settled by delivery of the<br />
assets that are the subject of the agreement. Settlement date accounting refers to (a)<br />
the recognition of an asset on the day it is received by the Group, and (b) the<br />
derecognition of an asset and recognition of any gain or loss on disposal on the day that<br />
it is delivered by the Group. Any change in the fair value of the financial asset to be<br />
received is recognized in the consolidated statement of income for financial assets at fair<br />
value through profit or loss (FVPL). Receivables, beneficiaries and other payables, and<br />
interest-bearing loans are recognized when cash is received by the Group or advanced<br />
to the borrowers/beneficiaries.<br />
The classification of financial instruments at initial recognition depends on the purpose<br />
for which the financial instruments were acquired and their characteristics. All financial<br />
assets and financial liabilities are recognized initially at fair value plus any directly<br />
attributable cost of acquisition or issue, except in the case of financial assets and<br />
financial liabilities at FVPL. The Group categorizes its financial assets as: financial<br />
assets at FVPL, differentiating those that are held for trading (HFT) and those<br />
designated as such, loans and receivables, held-to-maturity (HTM) investments and<br />
available-for-sale (AFS) investments. Financial liabilities are categorized into financial<br />
liabilities at FVPL and other financial liabilities carried at amortized cost. Management<br />
determines the classification of its instruments at initial recognition and, where allowed<br />
and appropriate, re-evaluates such designation at every balance sheet date.<br />
As of March 31, <strong>20</strong>11 and December 31, <strong>20</strong>10, the Group has no financial liabilities at<br />
FVPL, AFS investments and HTM investments.<br />
HFT investments<br />
Financial assets are classified as HFT if they are acquired for the purpose of selling and<br />
repurchasing in the near term. Included in this classification are debt securities which<br />
have been acquired principally for trading purposes.<br />
The Group evaluated its HFT investments to determine whether the intention to sell them<br />
in the near term is still appropriate. When the Group is unable to trade these financial<br />
assets due to inactive markets and management’s intention to sell them in the<br />
foreseeable future significantly changes, the Group may elect to reclassify these financial<br />
assets in rare circumstances. The reclassification to loans and receivables, AFS<br />
investment or HTM investment depends on the nature of the asset. This evaluation does<br />
not affect any financial assets designated at FVPL using the fair value option at<br />
designation.<br />
HFT investments are recorded in the consolidated balance sheet at fair value. Changes<br />
in fair value are recognized as ‘Net trading gains’ in the consolidated statement of<br />
income. Interest earned is recognized as interest income included under ‘Other Income’<br />
in the consolidated statement of income. Quoted market prices, when available, are used<br />
to determine the fair value of these financial instruments. If quoted market prices are not<br />
available, their fair values are estimated based on inputs that are observable in the<br />
market.<br />
Classified under this category are the Group’s investments in debt securities.<br />
<strong>20</strong>
Receivables<br />
Receivables are non-derivative financial assets with fixed or determinable payments that<br />
are not quoted in an active market. After initial measurement, receivables are carried at<br />
amortized cost using the effective interest method less any allowance for credit losses.<br />
Amortized cost is calculated by taking into account any discount or premium on<br />
acquisition and fees and costs that are an integral part of the effective interest rate (EIR).<br />
Gains and losses are recognized in the consolidated statement of income when the<br />
receivables are derecognized or impaired, as well as through the amortization process.<br />
Receivables are classified as current assets when the Group expects to realize or collect<br />
the asset within twelve months from the balance sheet date. Otherwise, these are<br />
classified as non-current assets.<br />
Classified under this category are the Group’s ‘Cash and cash equivalents’, ‘Accounts<br />
receivables’, ‘Other receivables’ and refundable deposits included under ‘Other<br />
noncurrent assets’.<br />
Other financial liabilities<br />
Issued financial instruments or their components, which are not designated as at FVPL,<br />
are classified as other financial liability accounts, where the substance of the contractual<br />
arrangement results in the Group having an obligation either to deliver cash or another<br />
financial asset to the holder, or to satisfy the obligation other than by the exchange of a<br />
fixed amount of cash or another financial asset for a fixed number of its own equity<br />
shares. These include liabilities arising from operations or borrowings. The components<br />
of issued financial instruments that contain both liability and equity elements are<br />
accounted for separately, with the equity component being assigned the residual amount<br />
after deducting from the instrument as a whole the amount separately determined as the<br />
fair value of the liability component on the date of issue.<br />
After initial measurement, other financial liabilities are subsequently measured at<br />
amortized cost using the effective interest method.<br />
Other financial liabilities include ‘Beneficiaries and other payables’ and ‘Interest-bearing<br />
loans’.<br />
Determination of fair value<br />
The fair value for financial instruments traded in active markets at the balance sheet date<br />
is based on their quoted market prices or dealer price quotations (bid price for long<br />
positions and ask price for short positions), without any deduction for transaction costs.<br />
When current bid and ask prices are not available, the price of the most recent<br />
transaction provides evidence of the current fair value as long as there has not been a<br />
significant change in economic circumstances since the time of the transaction.<br />
For all other financial instruments not listed in an active market, the fair value is<br />
determined by using appropriate valuation methodologies. Valuation methodologies<br />
include net present value techniques, comparison to similar instruments for which market<br />
observable prices exist, option pricing models, and other relevant valuation models.<br />
Day 1 difference<br />
Where the transaction price in a non-active market is different from the fair value from<br />
other observable current market transactions in the same instrument or based on a<br />
valuation technique whose variables include only data from an observable market, the<br />
Group recognizes the difference between the transaction price and fair value (a Day 1<br />
difference) in the consolidated statement of income unless it qualifies for recognition as<br />
some other type of asset. In cases where use is made of data which is not observable,<br />
21
the difference between the transaction price and model value is only recognized in the<br />
consolidated statement of income when the inputs become observable or when the<br />
instrument is derecognized. For each transaction, the Group determines the appropriate<br />
method of recognizing the 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<br />
similar financial assets) is derecognized when:<br />
• the rights to receive cash flows from the asset have expired;<br />
• the Group retains the right to receive cash flows from the asset, but has assumed an<br />
obligation to pay them in full without material delay to a third part under a ‘pass<br />
through’ arrangement; or<br />
• the Group has transferred its rights to receive cash flows from the asset and either<br />
(a) has transferred substantially all the risks and rewards of the asset, or (b) has<br />
neither transferred nor retained substantially all the risks and rewards of the asset,<br />
but has transferred control of the asset.<br />
When the Group has transferred its rights to receive cash flows from an asset or has<br />
entered into a pass-through arrangement, and has neither transferred nor retained<br />
substantially all the risks and rewards of the asset nor transferred control of the asset,<br />
the asset is recognized to the extent of the Group’s continuing involvement in the asset.<br />
Continuing involvement that takes the form of a guarantee over the transferred asset is<br />
measured at the lower of the original carrying amount of the asset and the maximum<br />
amount of consideration that the Group could be required to repay.<br />
Financial liability<br />
A financial liability is derecognized when the obligation under the liability is discharged,<br />
cancelled or has expired. When an existing financial liability is replaced by another from<br />
the same lender on substantially different terms, or the terms of an existing liability are<br />
substantially modified, such an exchange or modification is treated as a derecognition of<br />
the original liability and the recognition of a new liability, and the difference in the<br />
respective carrying amounts is recognized in the consolidated statement of income.<br />
Offsetting Financial Instruments<br />
Financial assets and financial liabilities are offset and the net amount reported in the<br />
consolidated balance sheet if, and only if, there is a currently enforceable legal right to<br />
offset the recognized amounts and there is an intention to settle on a net basis, or to<br />
realize the asset and settle the liability simultaneously.<br />
Impairment of Financial Assets<br />
The Group assesses at each balance sheet date whether there is an objective evidence<br />
that a financial asset or group of financial assets is impaired. A financial asset or a<br />
group of financial assets is deemed to be impaired if, and only if, there is an objective<br />
evidence of impairment as a result of one or more events that has occurred after the<br />
initial recognition of the asset (an incurred ‘loss event’) and that loss event (or events)<br />
has an impact on the estimated future cash flows of the financial asset or the group of<br />
financial assets that can be reliably estimated. Evidence of impairment may include<br />
indications that the borrower or a group of borrowers is experiencing significant financial<br />
difficulty, default or delinquency in interest or principal payments, the probability that they<br />
will enter bankruptcy or other financial reorganization, and where there are observable<br />
data that indicates that there is a measurable decrease in the estimated future cash<br />
flows, such as changes in arrears or economic conditions that correlate with defaults.<br />
22
Financial assets carried at amortized cost<br />
For financial assets carried at amortized cost, the Group first assesses whether objective<br />
evidence of impairment exists individually for financial assets that are individually<br />
significant, or collectively for financial assets that are not individually significant.<br />
If there is objective evidence that an impairment loss has been incurred, the amount of<br />
the loss is measured as the difference between the asset’s carrying amount and the<br />
present value of the estimated future cash flows (excluding future credit losses that have<br />
not been incurred). The carrying amount of the asset is reduced through the use of an<br />
allowance account and the amount of loss is charged to the consolidated statement of<br />
income. Interest income continues to be recognized based on the original EIR of the<br />
asset. Receivables, together with the associated allowance accounts, are written off<br />
when there is no realistic prospect of future recovery and all collateral has been realized.<br />
If subsequently, the amount of the estimated impairment loss decreases because of an<br />
event occurring after the impairment was recognized, the previously recognized<br />
impairment loss is reduced by adjusting the allowance account. If a future write-off is<br />
later recovered, any amounts formerly charged are credited to profit or loss.<br />
If the Group determines that no objective evidence of impairment exists for an<br />
individually assessed financial asset, whether significant or not, it includes the asset in a<br />
group of financial assets with similar credit risk characteristics and collectively assesses<br />
for impairment. Those characteristics are relevant to the estimation of future cash flows<br />
for groups of such assets by being indicative of the debtors’ ability to pay all amounts<br />
due according to the contractual terms of the assets being evaluated. Assets that are<br />
individually assessed for impairment and for which an impairment loss is, or continues to<br />
be, recognized are not included in a collective assessment for impairment.<br />
The present value of the estimated future cash flows is discounted at the financial<br />
asset’s original EIR. If a financial asset has a variable interest rate, the discount rate for<br />
measuring any impairment loss is the current EIR, adjusted for the original credit risk<br />
premium.<br />
For the purpose of a collective evaluation of impairment, financial assets are grouped on<br />
the basis of such credit risk characteristics as geographical classification. Future cash<br />
flows in a group of financial assets that are collectively evaluated for impairment are<br />
estimated on the basis of historical loss experience for assets with credit risk<br />
characteristics similar to those in the group.<br />
Historical loss experience is adjusted on the basis of current observable data to reflect<br />
the effects of current conditions that did not affect the period on which the historical loss<br />
experience is based and to remove the effects of conditions in the historical period that<br />
do not exist currently. Estimates of changes in future cash flows reflect, and are<br />
directionally consistent with changes in related observable data from period to period<br />
(such as changes in payment status, or other factors that are indicative of incurred<br />
losses in the group and their magnitude). The methodology and assumptions used for<br />
estimating future cash flows are reviewed regularly by the Group to reduce any<br />
differences between loss estimates and actual loss experience.<br />
23
Significant Accounting Judgments and Estimates<br />
The preparation of the financial statements in compliance with PFRS requires the Group<br />
to make judgments and estimates that affect the reported amounts of assets, liabilities,<br />
income and expenses and disclosure of contingent assets and contingent liabilities.<br />
Future events may occur which will cause the assumptions used in arriving at the<br />
estimates to change. The effects of any change in estimates are reflected in the financial<br />
statements as they become reasonably determinable.<br />
Judgments and estimates are continually evaluated and are based on historical<br />
experience and other factors, including expectations of future events that are believed to<br />
be reasonable under the circumstances.<br />
Fair Value Measurement<br />
The following methods and assumptions were used to estimate the fair value of the<br />
financial instruments:<br />
Cash and cash equivalents, Account receivables, Other receivables, Beneficiaries and<br />
other payables, and Interest-bearing loans - carrying amounts approximate fair values<br />
due to the relatively short-term maturities of these instruments.<br />
Financial assets at fair value through profit or loss - fair values are based on the quoted<br />
market prices.<br />
Refundable deposits - carrying amounts are deemed to approximate fair values since the<br />
fair value of certain deposits cannot be reasonably and reliably estimated.<br />
Fair Value Hierarchy<br />
The Group uses the following hierarchy for determining and disclosing the fair value<br />
of financial instruments by valuation technique:<br />
Level 1: quoted prices in active markets for identical assets or liabilities;<br />
Level 2: inputs other than quoted prices included in Level 1 that are observable for<br />
the asset or liability, either directly (as prices) or indirectly (derived from prices); and<br />
Level 3: inputs that are not based on observable market data or unobservable<br />
inputs.<br />
As of March 31, <strong>20</strong>11 and December 31, <strong>20</strong>10, the financial instruments carried at fair<br />
value only pertain to the Group’s financial assets at fair value through profit or loss,<br />
which consist of investments in debt securities. The fair values of these debt securities<br />
are based on quoted prices (Level 1). There were no transfers between Level 1 and<br />
Level 2 fair value measurements, and no transfers into and out of Level 3 fair value<br />
measurements in <strong>20</strong>11 and <strong>20</strong>10.<br />
24
Financial Risk Management Objectives and Policies<br />
The Group’s principal financial instruments mainly comprise of short-term loans from<br />
banks. The main purpose of these financial instruments is to raise funds for the Group’s<br />
fulfillment or delivery of remittance transactions to beneficiaries. The Group also has<br />
various other financial assets and liabilities such as cash and cash equivalents, accounts<br />
receivables and accounts payable to beneficiaries, which arise directly from its<br />
remittance operations.<br />
The main risks arising from the Group’s financial instruments are credit risk, foreign<br />
currency risk, cash flow interest rate risk, fair value interest rate risk and liquidity risk.<br />
The BOD reviews and approves policies for managing each of these risks and these are<br />
summarized below:<br />
Credit Risk<br />
Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to<br />
perform its obligations during the life of the transaction. This includes risk of nonpayment<br />
by borrowers or issuers, failed settlement of transactions and default on<br />
contracts.<br />
The nature of its business exposes the Group to potential risk from difficulties in<br />
recovering transaction money from foreign partners. Receivables from agents arise as a<br />
result of its remittance operations in various regions of the globe. In order to address<br />
this, the Group has maintained the following credit policies: (a) implement a contract that<br />
incorporates a bond and advance payment cover such that the full amount of the<br />
transaction will be credited to the Group prior to their delivery to the beneficiaries which<br />
applies generally to all new agents of the Group and in certain cases to old agents; (b) all<br />
foreign offices and agents must settle their accounts following the next banking day<br />
settlement policy, otherwise, the fulfillment or delivery of their remittance transactions will<br />
be put on hold; (c) evaluation of individual potential partners and preferred associates’<br />
creditworthiness, as well as a close look into the other pertinent aspects of their partners’<br />
businesses which assures the Group of the financial soundness of their partner firms;<br />
and (d) receivable balances are monitored daily by the regional managers with the result<br />
that the Group’s exposure to bad debts is not significant.<br />
Receivables from agents and couriers are highly collectible and have a turnover ranging<br />
from 1 to 5 days and 30 to 60 days, respectively. Other receivables, which include<br />
advances to related parties, are also highly collectible and are due in less than one year.<br />
There are no past due receivables as of March 31, <strong>20</strong>11 and December 31, <strong>20</strong>10. The<br />
Group classifies its receivables as high grade. High grade financial assets includes<br />
instruments with credit ratings of excellent, strong, good, or satisfactory, wherein the<br />
borrower has low probability of default and could withstand the normal business cycle.<br />
Financial assets at FVPL which are issued by reputable companies are classified as high<br />
grade.<br />
25
Foreign Currency Risk<br />
Foreign currency risk is the risk to earnings or capital arising from changes in foreign<br />
exchange rates. It is the Group’s policy that all daily foreign currencies, which arise as a<br />
result of its remittance transactions, must be traded daily with bank partners only at<br />
prevailing foreign exchange rates in the market. The daily closing foreign exchange<br />
rates shall be the guiding rate in providing wholesale rates and retail rates to foreign<br />
offices and agents, respectively. The trading proceeds will be used to pay out bank loans<br />
and other obligations of the Group.<br />
Cash Flow Interest Rate Risk<br />
Interest rate risk arises from the possibility that changes in interest rates will affect future<br />
cash flows of financial instruments.<br />
As of March 31, <strong>20</strong>11 and December 31, <strong>20</strong>10, the Group’s exposure to cash flow<br />
interest rate risk is minimal. The Group’s policy is to manage its interest cost by entering<br />
only into fixed rate short-term loans from banks.<br />
Fair Value Interest Rate Risk<br />
Fair value interest rate risk is the risk that the fair value of a financial instrument will<br />
fluctuate due to changes in market interest rates.<br />
The Group accounts for its debt investments at fair value. Thus, changes in the<br />
benchmark interest rate will cause changes in the fair value of quoted debt instruments.<br />
There is no impact on the Group’s equity other than those already affecting the profit or<br />
loss.<br />
Liquidity Risk<br />
Liquidity or funding risk is the risk that an entity will encounter difficulty in raising funds to<br />
meet commitments associated with financial instruments.<br />
The Group’s objective is to maintain a balance between continuity of funding and<br />
flexibility through the use of short-term debts. In addition, the Group maintains credit<br />
facilities with local banks.<br />
26
Other Required Disclosures<br />
PART II – OTHER INFORMATION<br />
A. Accounting Policies and Methods of Computation.<br />
The attached interim financial reports were prepared in accordance with the Philippine<br />
Accounting Standards. The accounting policies and methods of computation followed in<br />
these interim financial statements are the same compared with the audited financial<br />
statements for the period ended December 31, <strong>20</strong>10.<br />
B. Unusual Items Affecting Assets, Liabilities, equity, net Income or Cash Flow.<br />
Except as reported in the Management’s Discussion and Analysis of Financial Condition<br />
and Results of Operations (“MD&A”), there were no unusual items affecting assets,<br />
liabilities, equity, net income or cash flows for the interim period.<br />
C. Changes in Estimates of Amounts Reported.<br />
There were no material changes in estimates of amounts reported in prior periods that<br />
have material effects in the current interim period.<br />
D. Issuances, Repurchases and Repayments of Debt and Equity Securities.<br />
Except as disclosed in the MD&A, there were no other issuances, repurchases and<br />
repayments of debt and equity securities.<br />
E. Material Events Subsequent to the End of the Interim Period Not Reflected in the<br />
Financial Statements.<br />
There were no material events that happened subsequent to March 31, <strong>20</strong>11 up to the<br />
date of this report that needs disclosure herein.<br />
F. Changes in Composition of the Issuer During the Interim Period.<br />
There were no changes in the composition of the Company during the interim period<br />
such as business combination, acquisition or disposal of subsidiaries and long-term<br />
investments, restructurings, and discontinuing operations except as disclosed in the<br />
MD&A.<br />
G. Changes in Contingent Liabilities or Contingent Assets.<br />
There were no changes in contingent liabilities or contingent assets since December 31,<br />
<strong>20</strong>10.<br />
H. Material Contingencies and Any Other Events or Transactions.<br />
There exist no material contingencies and other material events or transactions affecting<br />
the current interim period except as disclosed in the MD&A.<br />
27
MINUTES OF THE ANNUAL STOCKHOLDERS' MEETING OF<br />
I-REMIT, INC.<br />
23 July <strong>20</strong>10, 8:00 a.m.<br />
42 nd Floor Discovery Centre, 25 ADB Avenue<br />
TOTAL NUMBER OF SHARES OUTSTANDING 533,088,000<br />
TOTAL NUMBER OF SHARES PRESENT/REPRESENTED<br />
AND ENTITLED TO VOTE 405,877,605<br />
Members of the Board of Directors Present:<br />
CALIXTO V. CHIKIAMCO<br />
BANSAN C. CHOA<br />
ARMIN V. DEMETILLO<br />
GILBERT C. GAW<br />
HARR<strong>IS</strong> D. JACILDO<br />
JOSE JOEL Y. PUSTA<br />
GREGORIO T. YU<br />
A. BAYANI K. TAN<br />
JOHN Y. TIU, JR.<br />
CALL TO ORDER<br />
The Chairman, Mr. Bansan C. Choa, called the meeting to order and presided over the<br />
same. The Corporate Secretary, Ms. Nancy Joan M. Javier, recorded the minutes of the<br />
proceedings.<br />
CERTIFICATION OF NOTICE AND QUORUM<br />
Upon the request of the Chairman, the Secretary certified that, based on the certification<br />
issued by La Cresenta Manpower Services, notices of the meeting were sent to all stockholders of<br />
record as of 25 July <strong>20</strong>10 in accordance with the provisions of the By-Laws. The Chairman<br />
instructed the Secretary to append the certificates of mailing of notices to the original minutes of<br />
the meeting.<br />
The Secretary certified that out of the 553,088,000 outstanding shares of stock of the<br />
Corporation, there are present in person or by proxy, holders of 405,877,605 shares of stocks<br />
entitled to vote, representing an attendance of 73.38% of the total subscribed capital of the<br />
Corporation. Accordingly, the Secretary certified that a quorum existed for the transaction of<br />
business at hand.<br />
APPROVAL OF THE MINUTES OF THE<br />
PREVIOUS STOCKHOLDERS' MEETING<br />
Upon motion duly made and seconded, the reading of the minutes of the annual<br />
stockholders' meeting held on 19 July <strong>20</strong>09 was dispensed with and the same was approved as<br />
previously circulated to the stockholders.<br />
PRESIDENT’S REPORT AND<br />
<strong>20</strong>09 FINANCIAL STATEMENTS<br />
Mr. Harris D. Jacildo, the Corporation’s President and Chief Operating Officer, presented<br />
his report for the year, a copy of which was filed with the Philippine Stock Exchange through<br />
ODiSy.<br />
Upon opening the floor for questions, a stockholder asked to be clarified on whether the<br />
Social Security System (SSS) had representation in the Corporation’s Board since it held<br />
approximately 12 million shares in the Corporation. The Chairman responded that the shares held<br />
1
y SSS amounted to less than 3% of the equity and, thus, not enough to vote a director into the<br />
Board. In any event, SSS has not communicated such plan.<br />
Another stockholder inquired into whether the increase in the Corporation’s revenues in<br />
<strong>20</strong>09 was the result of expansion or brought about by higher revenues from existing branches.<br />
The Chairman responded that it was a combination of both, although most of it was due to the<br />
expansion. However, he noted that revenues in some countries actually decreased due to the<br />
repatriation of some overseas Filipino workers (OFWs) in Taiwan, and ban on the hiring of<br />
OFWs in Lebanon and other Middle Eastern countries. The Chairman acknowledged that<br />
expansion into new areas would lead to a temporary increase in the Corporation’s expenses.<br />
However, from experience, most branches would meet the break-even point in less than two<br />
years. In fact, there have been some instances when the branch started to post net income in as<br />
early as six months.<br />
A stockholder inquired as to why the Corporation maintains bank loans even as it actually<br />
had a good cash position. The Chairman explained that the bank loans were maintained by the<br />
Corporation to allow it to effect the delivery of money to the beneficiaries in the Philippines as it<br />
is not possible to wait for the funds to be inwardly remitted. This enables the Corporation to<br />
comply with its commitment to deliver fast service.<br />
A stockholder also inquired into the proceeds of the initial public offering (IPO),<br />
commenting that perhaps some of the proceeds may be used to buy back shares. The Chairman<br />
stated that the proposal would not be possible based on the Corporation’s prospectus as the IPO<br />
proceeds have already been allocated conformably with the use of funds as disclosed therein.<br />
There being no other questions, upon motion duly made and seconded, the President’s<br />
Report as well as the <strong>20</strong>09 Audited Financial Statements of the Corporation and accompanying<br />
notes thereto were noted and approved by the stockholders.<br />
RATIFICATION OF ALL ACTS OF<br />
THE BOARD OF DIRECTORS AND OFFICERS<br />
Upon motion duly made and seconded, all acts of the Board of Directors, Officers, and<br />
Management of the Corporation from the date of the last meeting of the stockholders up to the<br />
present were, in all respects, confirmed, ratified, and approved.<br />
ELECTION OF DIRECTORS<br />
The Chairman noted that, as disclosed in the Information Statement previously furnished<br />
to all stockholders, the Nomination Committee has endorsed the nomination of eleven (11)<br />
stockholders to fill the eleven (11) seats in the Board of Directors.<br />
In compliance with the requirements of Rule 38 of the Revised Implementing Rules of<br />
the Securities Regulation Code, the Corporation's Nomination Committee, in its meeting on 12<br />
February <strong>20</strong>10, passed upon and endorsed the nominations of Messrs. Gregorio T. Yu and Jose<br />
Joel Y. Pusta for election as independent directors of the Corporation.<br />
Thereafter, the above nominations were duly seconded, and the following stockholders<br />
were re-elected as directors of the Corporation for <strong>20</strong>10-<strong>20</strong>11 or until their successors are elected<br />
and duly qualified:<br />
CALIXTO V. CHIKIAMCO<br />
BANSAN C. CHOA<br />
ARMIN V. DEMETILLO<br />
GILBERT C. GAW<br />
HARR<strong>IS</strong> D. JACILDO<br />
JOSE JOEL Y. PUSTA<br />
A. BAYANI K. TAN<br />
JOHN Y. TIU, JR.<br />
BEN C. TIU<br />
RUBEN C. TIU<br />
GREGORIO T. YU<br />
2
APPOINTMENT OF EXTERNAL AUDITOR<br />
As recommended by the Board of Directors, the stockholders voted for the renewal of the<br />
auditing firm of SGV & Company as the Corporation’s external auditor. Upon motion duly made<br />
and seconded, the following resolution was approved:<br />
“RESOLVED, that the auditing firm of SGV & Company be reappointed<br />
as the Corporation’s external auditor for the year <strong>20</strong>10.”<br />
OTHER MATTERS<br />
The Chairman asked the body for any other matter that they wish to clarify or inquire<br />
about. In response to a stockholder’s question whether the Corporation had any intention of<br />
entering the US market, the Chairman stated that while the Corporation is financially robust<br />
enough to do so, the current focus is to establish presence in countries that are not yet considered<br />
as mature markets.<br />
ADJOURNMENT<br />
There being no other business to transact, the meeting was thereupon adjourned.<br />
ATTESTED BY:<br />
BANSAN C. CHOA<br />
Chairman<br />
NANCY JOAN M. JAVIER<br />
Corporate Secretary<br />
X:\data\Clients\685\CORP\MIN\<strong>20</strong>10 ‐ ASM.doc<br />
3
RELEVANT RESOLUTIONS APPROVED BY THE BOARD OF DIRECTORS<br />
MEETING OF THE BOARD OF DIRECTORS<br />
August 27, <strong>20</strong>10<br />
(August <strong>20</strong>10 to May <strong>20</strong>11)<br />
FOR RATIFICATION BY THE STOCKHOLDERS<br />
Annex “F”<br />
The Board of Directors authorized the Corporation to borrow money, arrange and negotiate with<br />
ASIATRUST BANK for the grant of credit line facility, to secure trust receipts, to obtain other credit<br />
facilities, to enter into and assume any financial undertaking with said bank, with or without security,<br />
in the aggregate amount of PHILIPPINE PESOS: SEVENTY-FIVE MILLION (PHP75,000,000.00) or<br />
the equivalent of said amount or any portion thereof in foreign currency.<br />
The Board of Directors authorized the Corporation to obtain with UNITED COCONUT PLANTERS<br />
BANK on accommodation in the form of a DOMESTIC BILLS PURCHASE/DOMESTIC BILLS<br />
PURCHASE MANAGERS’ CHECK LINE in the aggregate principal amount of PHILIPPINE PESOS:<br />
THREE MILLION (PHP3,000,000.00), as well as the temporary excesses or permanent increases<br />
thereon as may be approved by said bank from time to time, under such terms and conditions as the<br />
bank may require.<br />
The Board of Directors authorized the Corporation to establish and open deposit account/s, whether<br />
time, current, savings, money market placement and other types of deposit accounts in Philippine<br />
Pesos and other foreign currencies with AUSTRALIA AND NEW ZEALAND BANKING GROUP<br />
LIMITED – PHILIPPINES.<br />
The Board of Directors authorized the Corporation to establish and open in its name US Dollar<br />
deposit account/s, whether time, current, savings, money market placement and other types of<br />
deposit accounts, with UNION BANK - EMERALD AVENUE BRANCH, for the account of Habib<br />
Exchange Co. L.L.C and Deniba International Exchange L.L.C.<br />
The Board of Directors approved the opening of bank accounts of INTERNATIONAL REMITTANCE<br />
(CANADA) LTD. with CANADA IMPERIAL BANKING CORPORATION.<br />
September 24, <strong>20</strong>10<br />
The Board of Directors authorized the Corporation to establish and open in its name deposit<br />
account/s, whether time, current, savings, money market placement and other types of<br />
deposit accounts, with STERLING BANK OF ASIA - EMERALD AVENUE BRANCH for<br />
various tie-ups in the Middle East.<br />
October 22, <strong>20</strong>10<br />
The Board of Directors agreed and undertakes to reimburse UNION BANK – EMERALD<br />
AVENUE BRANCH for any and all amounts of money that may have been credited by said<br />
bank to the Corporation’s accounts in the event that any of the checks purchased by the<br />
bank were dishonored by the drawee banks thereof.<br />
The Board of Directors authorized the Corporation to purchase a motor vehicle for the use of<br />
AVP Mr. Glenn Igual.
November 19, <strong>20</strong>10<br />
The Board of Directors authorized the Corporation to borrow money, arrange and negotiate<br />
with EASTWEST BANKING CORPORATION for the grant of credit line facility, to secure<br />
trust receipts, to obtain other credit facilities, to enter into and assume any financial<br />
undertaking with said bank, with or without security, in the aggregate amounts of<br />
PHILIPPINE PESOS: THREE HUNDRED THIRTY MILLION (PHP330,000,000.00).<br />
The Board of Directors authorized the Corporation to borrow money, arrange and negotiate<br />
with <strong>SEC</strong>URITY BANK for the grant of credit line facility, to secure trust receipts, to obtain<br />
other credit facilities, to enter into and assume any financial undertaking with said bank, with<br />
or without security, in the aggregate amounts of PHILIPPINE PESOS: THREE HUNDRED<br />
MILLION (PHP300,000,000.00) and UNITED STATES DOLLARS: THREE MILLION FOUR<br />
HUNDRED FIFTY THOUSAND (USD3,450,000.00).<br />
The Board of Directors authorized the Corporation to borrow money, arrange and negotiate<br />
with MAYBANK PHILIPPINES, INC. for the grant of credit line facility, to secure trust<br />
receipts, to obtain other credit facilities, to enter into and assume any financial undertaking<br />
with said bank, with or without security, in the aggregate amounts of PHILIPPINE PESOS:<br />
ONE HUNDRED MILLION ONLY (PHP100,000,000.00) or the equivalent of said amount or<br />
any portion thereof in foreign currency.<br />
December 15, <strong>20</strong>10 (Special Meeting)<br />
The Board of Directors authorized the Corporation to grant I-REMIT EUROPE <strong>Remittance</strong><br />
Consulting AG, Austria a non-refundable shareholder’s contribution of ONE MILLION FIVE<br />
HUNDRED THOUSAND EUROS (EUR 1,500,000.00) to be set-off against its receivables<br />
from I-REMIT EUROPE <strong>Remittance</strong> Consulting AG, Austria on the one hand and with cash<br />
deposit until March 12, <strong>20</strong>10 on the other hand.<br />
January 28, <strong>20</strong>11<br />
The Board of Directors authorized the Corporation to purchase a motor vehicle for the use of<br />
Mr. Ronald Benito.<br />
February 18, <strong>20</strong>11<br />
March 25, <strong>20</strong>11<br />
The Board of Directors authorized the Corporation to enter into a Memorandum of<br />
Agreement with the Social Security System (“SSS”) as collecting agent for SSS premiums<br />
and other payments.<br />
The Board of Directors authorized the Corporation to establish and open deposit account/s,<br />
whether time, current, savings, money market placement and other types of deposit<br />
accounts in pound sterling (GBP) with BANK OF CHINA – MILAN BRANCH under the name<br />
of IRemit <strong>Global</strong> <strong>Remittance</strong> Limited.<br />
The Board of Directors authorized the Corporation to incorporate a stock corporation to be<br />
organized and registered under the laws of Japan with the primary purpose of conducting<br />
fund transfer and remittance service businesses of any form or kind of currencies or monies,<br />
either by electronic, telegraphic, wire, or any other mode of transfer, and to procure the<br />
necessary licenses, permits, and authorities to conduct the same.<br />
The Board of Directors authorized the Corporation to apply and secure with the Hong Kong<br />
Special Administrative Region the registration of and license to conduct a remittance<br />
business in Hong Kong.<br />
The Board of Directors authorized the Corporation to acquire additional equity in Worldwide<br />
Exchange Pty Ltd of Australia equivalent to thirty-five percent (35%) of the current<br />
outstanding capital of the Corporation.
April 15, <strong>20</strong>11<br />
May <strong>20</strong>, <strong>20</strong>11<br />
The Board of Directors approved the Audited Financial Statements of the Corporation for the<br />
year ending December 31, <strong>20</strong>10 as prepared and submitted by its external auditor, SyCip<br />
Gorres Velayo & Co.<br />
The Board of Directors revoked the authority of Mr. Werner Eberdofer as representative of<br />
the Corporation on all matters pertaining to IREMIT EUROPE <strong>Remittance</strong> Consulting AG.<br />
The Board of Directors authorized Mr. Bansan C. Choa to represent the Corporation in all<br />
matters pertaining to IREMIT EUROPE <strong>Remittance</strong> Consulting AG and to negotiate for and<br />
on behalf of the Corporation, as well as to sign, execute, and deliver any and all documents,<br />
resolutions, agreements, and contracts and vote on all matters that will require the vote of<br />
the Corporation at any of the meetings of the Supervisory Board of IREMIT EUROPE<br />
<strong>Remittance</strong> Consulting AG.<br />
The Board of Directors approved the proposal to offer currency exchange services in its<br />
branches in Hong Kong for the following currencies: Philippine Peso; United States Dollar;<br />
Chinese Renminbi; and, Hong Kong Dollar.<br />
The Board of Directors authorized the Corporation to file a claim with the Philippine Deposit<br />
Insurance Corporation for payment of the Corporation’s insured deposits with Banco Filipino<br />
under Savings Account Nos. <strong>20</strong>-043-014228-7, <strong>20</strong>-043-013790-7 and <strong>20</strong>-043-013786-1.