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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• 1!I~lJllr June 25, 2012 THE PHILIPPINE STOCK EXCHANGE, INC. 3rd Floor, Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City, Metro Manila Attention Ms. Janet A. Encarnacion Head, Disclosure Department Gentlemen: www.myiremit.com In accordance with the Securities Regulation Code, we are submitting herewith a copy of SEC Form 20-IS (Preliminary Information Statement) of I-Remit, Inc. for the Annual Stockholders' Meeting on July 31,2012. Thank you. ~'ck-{7J/L BER A. TTE CINDY C. TIU First Vi e President & Chief Financial Officer iRemil Inc. 26/F Discovery Centre, 25 ADS Avenue, Ortigas Center, Pasig City, 1605 Metro Manila, Philippines Trunkline: (632) 706-9999

•<br />

1!I~lJllr<br />

June 25, <strong>20</strong>12<br />

THE PHILIPPINE STOCK EXCHANGE, INC.<br />

3rd Floor, Philippine Stock Exchange Plaza<br />

Ayala Triangle, Ayala Avenue<br />

Makati City, Metro Manila<br />

Attention Ms. Janet A. Encarnacion<br />

Head, Disclosure Department<br />

Gentlemen:<br />

www.myiremit.com<br />

In accordance with the Securities Regulation Code, we are submitting herewith a<br />

copy of <strong>SEC</strong> <strong>Form</strong> <strong>20</strong>-<strong>IS</strong> (Preliminary Information Statement) of I-Remit, Inc. for<br />

the Annual Stockholders' Meeting on July 31,<strong>20</strong>12.<br />

Thank you.<br />

~'ck-{7J/L<br />

BER A. TTE CINDY C. TIU<br />

First Vi e President & Chief Financial Officer<br />

iRemil Inc.<br />

26/F Discovery Centre, 25 ADS Avenue, Ortigas Center, Pasig City, 1605 Metro Manila, Philippines<br />

Trunkline: (632) 706-9999


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. Maria Cecilia V. Soria (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.


IRE:lftlr<br />

I-Remit, Inc.<br />

TO: ALL STOCKHOLDERS<br />

NOTICE OF ANNUAL STOKHOLDERS' MEETING<br />

www.myiremit.com<br />

NOTICE is hereby given that there will be an annual meeting of the stockholders of the<br />

Corporation on Tuesday, July 31, <strong>20</strong>12 at 8:00 in the morning at the 42nd Floor, Discovery<br />

Centre,25 ADB Avenue, Ortigas Center, Pasig City, to consider the following:<br />

AGENDA<br />

I. Call to Order;<br />

II. Proof of Notice of Meeting;<br />

III. Certification of Quorum;<br />

IV. Approval of the Minutes of the Previous Meeting of Stockholders;<br />

V. Approval of <strong>20</strong>11 Operations and Results;<br />

VI. Ratification of All Acts of the Board of Directors and Officers;<br />

VII. Election of Directors;<br />

VIII. Appointment of SyCip Gorres Velayo & Co. as External Auditors;<br />

IX. Other Matters;<br />

X. Adjournment.<br />

In accordance with the rules of the Philippine Stock Exchange, Inc., the close of business<br />

on July 6,<strong>20</strong>12 has been fixed as the record date for the determination of the stockholders entitled<br />

to notice of such meeting and any adjournment thereof, and to attend and vote thereat.<br />

Registration for those who are personally attending the meeting will start at 7:30 a.m. and<br />

end promptly at 8:00 a.m. All stockholders who will not, are unable, or do not expect to attend the<br />

meeting in person, but would wish to be represented thereat, are encouraged to fill out, date, sign,<br />

and send a proxy to the Corporation at 2704 East Tower, PSE Centre, Exchange Road, Ortigas<br />

Center, Pasig City, Metro Manila. All proxies should be received by the Corporation on or before<br />

Monday, July 23, <strong>20</strong>11. The proxies submitted shall be validated by a Committee of Inspectors at<br />

the Corporation's offices at 3:00 in the afternoon of Tuesday, July 24, <strong>20</strong>12.<br />

To avoid inconvenience in registering your attendance at the meeting, you are or your<br />

proxy is requested to bring identification paper(s) containing a photograph and signature, e.g.,<br />

passport, driver's license, or credit card.<br />

Pasig City, Metro Manila, June 25,<strong>20</strong>12.<br />

26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City 1605 Philippines<br />

Telephone: (632) 706-9999 and (632) 706-2737<br />

Facsimile: (632) 706-2767


1.<br />

2.<br />

3.<br />

<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 T ~ECTio f ref 0 ~~,'<br />

OF THE <strong>SEC</strong>URITIES REGULATIO CODE " ~ v ~<br />

r-' "C~ c: C::1DC\"OQ~\<br />

Check the appropriate box: \ \ I "~<strong>20</strong>12 \. \\<br />

1"1 Preliminary Information Statement IIr.: 1\ ~UN 25 ." ._ U<br />

I 1 Definitive Information Statement \ > ., '''. t ."'f>' '-t', U<br />

I ;' T ,-' . II 1 \...1<br />

U \. ..~._~~, \... .,/~,-- L..<br />

Name of Registrant as specified in its charter I-REMIT. I~C.n _ ___ TIME ---<br />

Province, country or other jurisdiction of incorporation or orgamzatio<br />

Metro Manila. PHILIPPINES<br />

4. <strong>SEC</strong> Identification Number A<strong>20</strong>0101631<br />

5. SIR Tax Identification Number 210-407-466-000<br />

6. Address of Principal Office<br />

26/F Discovery Centre. 25 ADB Avenue. Ortigas Center, Pasig City<br />

Postal Code<br />

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<br />

Time<br />

Venue<br />

July 31,<strong>20</strong>12<br />

8:00a.m.<br />

42"d 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 9, <strong>20</strong>12<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 />

Common Stock, Par Value PHP 1.00<br />

11. Are any or all of Registrant's securities listed on a Stock Exchange<br />

1"1 Yes I 1 No<br />

Number of Shares of Common Stock<br />

Outstanding (as of May 31,<strong>20</strong>12)<br />

602,729,800<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


GENERAL INFORMATION<br />

Date, time and place of meeting of security holders:<br />

Date : July 31, <strong>20</strong>12<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 9, <strong>20</strong>12.<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 31, <strong>20</strong>12 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>12 –<br />

<strong>20</strong>13;<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>12, the Company has 602,729,800 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 31, <strong>20</strong>12 is set on July 6, <strong>20</strong>12.<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>12, 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 240,706,388 38.9665%<br />

Same as Record<br />

Owner<br />

Same as Record<br />

Owner<br />

Same as Record<br />

Owner<br />

Filipino 174,260,047 28.<strong>20</strong>99%<br />

Filipino 134,248,290 21.7327%<br />

Filipino 47,771,295 7.7334%


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 />

146,777,994 23.7610%<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 68,839,952 shares lodged by JTKC Equities, Inc.; thus, the latter’s total<br />

shareholdings is 116,611,247 representing 18.8775% 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>12:<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 />

855,800<br />

550,000<br />

Direct<br />

Indirect<br />

Filipino<br />

0.13854%<br />

0.08904%<br />

Common Harris Edsel D. Jacildo 111,930 Direct Filipino 0.01812%<br />

Common Armin V. Demetillo 55,110 Direct Filipino 0.00892%<br />

Common Calixto V. Chikiamco 110 Direct Filipino 0.00002%<br />

Common Gilbert C. Gaw 902,764 Direct Filipino 0.14614%<br />

Common Jose Joel Y. Pusta 110 Direct Filipino 0.00002%<br />

Common A. Bayani K. Tan 573,044 Direct Filipino 0.09277%<br />

Common Ben C. Tiu 1,199,033 Direct Filipino 0.19410%<br />

Common Ruben C. Tiu 416,856 Direct Filipino 0.06748%<br />

Common John Y. Tiu, Jr. 166,419 Direct Filipino 0.02694%<br />

Common Gregorio T. Yu 110 Direct Filipino 0.00002%<br />

Common Bernadette Cindy C. Tiu<br />

154,990<br />

466,950<br />

Direct<br />

Indirect<br />

Filipino<br />

0.02509%<br />

0.07559%<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 58 Director; Chairman & Chief Executive Officer Aug <strong>20</strong>02 to date<br />

Harris Edsel D. Jacildo 50 Director; President & Chief Operating Officer Aug <strong>20</strong>02 to date<br />

Armin V. Demetillo 43 Director and Chairman, Executive Committee July <strong>20</strong>09 to date<br />

Gregorio T. Yu 53 Independent Director and Chairman, Audit Committee May <strong>20</strong>07 to date<br />

Jose Joel Y. Pusta 59 Independent Director Aug <strong>20</strong>02 to date<br />

Calixto V. Chikiamco 62 Director Aug <strong>20</strong>02 to date<br />

Gilbert C. Gaw 62 Director Aug <strong>20</strong>02 to date<br />

A. Bayani K. Tan 56 Director May <strong>20</strong>07 to date<br />

Ben C. Tiu 60 Director May <strong>20</strong>01 to date<br />

John Y. Tiu, Jr. 35 Director Aug <strong>20</strong>02 to date<br />

Ruben C. Tiu, Jr. 55 Director May <strong>20</strong>07 to date<br />

Maria Cecilia V. Soria 35 Corporate Secretary July <strong>20</strong>11 to date<br />

Darlene R. Vivas 29 Assistant Corporate Secretary July <strong>20</strong>11 to date<br />

Ma. Elizabeth G. Yao 42 Senior Vice President Aug <strong>20</strong>02 to date<br />

Ronald A. Benito 42 Senior Vice President Nov <strong>20</strong>10 to date<br />

Bernadette Cindy C. Tiu 33 First Vice President & Chief Financial Officer Apr <strong>20</strong>05 to date<br />

Fitzgerald S. Duba 48 First Vice President & Compliance Officer Nov <strong>20</strong>07 to date<br />

Glenn L. Igual 50 Vice President Dec <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>12 – <strong>20</strong>13, 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 since <strong>20</strong>05 and has been a Director since<br />

<strong>20</strong>02. He is involved in various businesses in the manufacturing, and construction and property development<br />

sectors. He currently holds the following positions: Chairman, Confed Properties, Inc. (1991 to date);<br />

Chairman, Surewell Equities, Inc. (<strong>20</strong>01 to date); Director, Sterling Bank of Asia, Inc. (A Savings Bank) (<strong>20</strong>07<br />

to date); Board Member, Professional Regulation Commission of Real Estate Service (<strong>20</strong>10 to date);<br />

President, Philippine Retirement, Inc. (<strong>20</strong>09 to date) Treasurer, Six Alps Corporation (1997 to date); Treasurer,<br />

Banwood Contruction Center, Inc. (1976 to date); Chairman, Flexi Woodworks, Inc. (1993 to date), Chairman,<br />

Sure Fortune Properties, Inc. (<strong>20</strong>01 to date), Chairman, OLGC Psychological Services (<strong>20</strong>01 to date);<br />

Chairman, Lucky Star Management, Ltd. (Hong Kong) (<strong>20</strong>01 to date); Chairman, Surewell Enterprise Ltd.<br />

(Hong Kong) (1998 to 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), Board Governor (<strong>20</strong>00 to <strong>20</strong>10), and Board Advisor (<strong>20</strong>11 to date).<br />

He is also the Chairman of the 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 a nominee for <strong>Global</strong> Filipino Executive of the Year in the <strong>20</strong>11 Asia CEO Awards Philippines. He<br />

is also a member of the Board of Trustees and the treasurer of Kabalikat ng Migranteng Pilipino, Inc. (KAMPI),<br />

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 and the 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>06 to date);<br />

Director, Lucky Star Management Ltd. (Hong Kong) (<strong>20</strong>03 to date); Director, Iremit <strong>Global</strong> <strong>Remittance</strong> Ltd.<br />

(United Kingdom) (<strong>20</strong>03 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>06 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, Inc., he spent <strong>20</strong> years in the banking industry where he was initially working in the<br />

field of information technology while employed by the Pacific Banking Corporation (1982 – 1985). In 1985, he<br />

joined the remittance division of the Rizal Commercial Banking Corporation (RCBC) where he was a Systems<br />

Analyst until 1991 and was the head of its TeleMoney 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). He became the Faculty Member/Academic Counselor in the College of<br />

Business and Economics, De La Salle University (1992 to <strong>20</strong>02).<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. (A Savings Bank) (<strong>20</strong>06 to date) and Chairman and President of Lucky Star<br />

Network Communications Corporation (1994 to date). He is also concurrently a Director of the following<br />

companies: National Reinsurance Corporation, (<strong>20</strong>11 to date); iRipple, Inc. (<strong>20</strong>10 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 Fund, Inc.<br />

(1994 to date) Philequity PSE Index Fund, Inc. (1999 to date); Philequity Dollar Income Fund, Inc. (1999 to<br />

date); Philippine Airlines (<strong>20</strong>11 to date); Unistar (<strong>20</strong>11 to date); Glyph Studios, Inc. (<strong>20</strong>12); Philequity Peso<br />

Bond Fund, Inc.; Philequity Strategic Growth Fund, Inc.; Philequity Foreign Currency Fixed Income Fund, Inc.;<br />

Philequity Balanced Fund; and Philequity Resources Fund, Inc. 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 Ballet Philippines (<strong>20</strong>09 to date) and<br />

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 a Director of the following companies: Nexus Technologies, Inc. (<strong>20</strong>01 – <strong>20</strong>11); R.S. Lim & Co.,<br />

Inc. (1997- <strong>20</strong>08); and Ivantage Corporation (1993 – <strong>20</strong>06). He was also the President of the following<br />

organizations: Tagaytay Highlands International Golf Club (1991 – <strong>20</strong>01); President, The Country Club and<br />

Tagaytay Highlands (1995 – <strong>20</strong>01). He was also the President and Chief Executive Officer of Sinophil<br />

Corporation (1993 – <strong>20</strong>01) and Pacific Online Systems Corporation (1994 – <strong>20</strong>01).<br />

6


He was also the Vice Chairman of Philippine <strong>Global</strong> Communications (1996 – <strong>20</strong>01) and the APC Group, Inc.<br />

(1994 – <strong>20</strong>01). He was also connected with the Chase Manhattan Asia Limited as Director of Corporate<br />

Finance (1988 – 1999) and with The Chase Manhattan Bank, NA Asia Pacific Regional Headquarters as Vice<br />

President – Area Credit. He was also a Second Vice President of the Chase Manhattan Bank, NA Manila<br />

Offshore Banking Unit from 1983 to 1986.<br />

He was also the Assistant Vice President of R.S. Lim and Company, Inc. from 1978 to 1981 and a Lecturer in<br />

Economics at Dela Salle University from 1978 to 1980.<br />

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, Inc. 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), the President and a Trustee of the Kassel Condominium<br />

Corporation (<strong>20</strong>02 to <strong>20</strong>09) and the Vice President and Financial Controller of Green Bank, Inc. (A Rural Bank)<br />

(<strong>20</strong>10-<strong>20</strong>11).<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, Inc. since <strong>20</strong>02. He is a former columnist of the Manila<br />

Standard and the Manila Times. He has authored two (2) books: “Reforming the System” (Orange<br />

Publications and Kalikasan Press, 1992) and “Why We Are Who We Are” (Foundation for Economic Freedom,<br />

1998). In <strong>20</strong>01, he was awarded by the Archdiocese of Manila for the Best Business Column (“Agriculture,<br />

Not IT”, Manila Standard) in the Catholic Mass Media Awards. He is the founder and CEO of Mobilemoco,<br />

Inc.; founder and president of MRM Studios, Inc., a company involved in mobile entertainment, digital musical<br />

services, and e-commerce (<strong>20</strong>01 to date). He also concurrently holds the following positions: Director, UPCC<br />

Securities (1999 to date); Vice Chairman, CBY, Inc. (1999 to date); Director, Golden Sunrise (1984 to date);<br />

Director, APMC (1985 to date); Director, Foundation for Economic Freedom (1996 to date). He is also involved<br />

in 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, Inc. since <strong>20</strong>02. He is a business 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, Inc. 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 />

7


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). He is also a Director for the<br />

following private companies: Highlands Gourmet Specialist Corp. (<strong>20</strong>06 to date); Destiny LendFund, Inc.<br />

(<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 (<strong>20</strong>04 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); HSAI-Raintree, Inc. (1999 to date);<br />

Tagaytay Midlands Golf Club, Inc. (1997 to date); The Country Club at Tagaytay Highlands, Inc. (1995 to<br />

date); The Spa and Lodge at Tagaytay Highlands, Inc. (1999 to date); Monte Oro Grid Resources Corp. (<strong>20</strong>06<br />

to date); E-Business Services, Inc. (<strong>20</strong>01 to date); Hella-Phil., Inc. (1992 to date); JTKC Equities, Inc. (1998 to<br />

date); Goodyear Steel Pipe Corporation (1999 to date); Star Equities Inc. (<strong>20</strong>06 to date); Tera Investments,<br />

Inc. (<strong>20</strong>01 to date); The Discovery Leisure Company, Inc. (<strong>20</strong>01 to date); Touch Solutions, Inc. (<strong>20</strong>07 to date);<br />

and Karen Marie 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). He is also<br />

a Trustee (<strong>20</strong>04 to date) and currently is the Executive Vice 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 (1988 to date); Trustee, SC<br />

Tan Foundation, Inc. (1986 to date); and Legal Counsel, Xavier School, Inc. (<strong>20</strong>05 to date). He is also a<br />

lecturer in Center for <strong>Global</strong> Practices (<strong>20</strong>09 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 />

8


John Y. Tiu, Jr.<br />

Mr. John Tiu has served as Director of I-Remit, Inc. since <strong>20</strong>02. He is also presently 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 />

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, Inc. from <strong>20</strong>02 to <strong>20</strong>04 and was reappointed as such on May<br />

18, <strong>20</strong>07. He currently holds the following positions: Director, Sterling Bank of Asia, Inc. (A Savings Bank)<br />

(<strong>20</strong>07 to date); Director, Star Equities Inc. (<strong>20</strong>06 to date); Director Tera Investments, Inc. (<strong>20</strong>01 to date);<br />

President, JTKC Realty Corporation (1988 to date); President, Pan-Asean Multi Resources Corporation (1988<br />

to date); President, Aldex Realty Corporation (1988 to date); President, Oakridge Properties, Inc. (1996 to<br />

date); Executive Vice President, JTKC Equities, Inc. (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 />

Maria Cecilia V. Soria<br />

Atty. Atty. Soria is the incumbent Corporate Secretary of I-Remit, Inc. She is also the Assistant Corporate<br />

Secretary of the following companies: Sterling Bank of Asia, Inc. (A Savings Bank), E-Business Services Inc.,<br />

FHE Properties Inc., Highlands Gourmet, iRipple, Inc., Philequity Management, Inc., Touch Solutions, Inc.,<br />

and JTKC Equities, Inc. She obtained her Bachelor of Arts degree in Political Science and Bachelor of Laws<br />

degree from the University of the Philippines in 1998 and <strong>20</strong>06, respectively. She is currently an associate of<br />

Tan Venturanza Valdez (<strong>20</strong>10 to date). She was formerly connected with Reyes-Fajardo & Associates (<strong>20</strong>09<br />

– <strong>20</strong>10), SGV & Co. (a member practice of Ernst & Young) (<strong>20</strong>08 – <strong>20</strong>09), and Medialdea Ata Bello &<br />

Guevarra law office (<strong>20</strong>07 – <strong>20</strong>08). She was admitted to the Philippine bar in May <strong>20</strong>07.<br />

Darlene R. Vivas<br />

Atty. Vivas is the incumbent Assistant Corporate Secretary of I-Remit, Inc. She is also the Assistant Corporate<br />

Secretary of the following companies: Jolliville Holdings Corporation; The Country Club at Tagaytay Highlands,<br />

Inc.; and Tagaytay Midlands Golf Club Inc. She obtained her bachelor of arts degree in political science from<br />

the University of the Philippines and bachelor of laws degree from San Beda College of Law in <strong>20</strong>03 and <strong>20</strong>09,<br />

respectively. She is currently an associate of Tan Venturanza Valdez (<strong>20</strong>11 to date). She was formerly<br />

connected with Pizarras & Associates (<strong>20</strong>09 – <strong>20</strong>10) and Santos Parungao Aquino Abejo & Santos law office<br />

(<strong>20</strong>10). She was admitted into the Philippine bar in May <strong>20</strong>10.<br />

Ma. Elizabeth G. Yao<br />

Ms. Yao joined I-Remit, Inc. in <strong>20</strong>02 and has since been in charge of its Service and Operations Division. She<br />

was previously an equities sales officer of Belson Securities, Inc. (1997 – <strong>20</strong>02). She was previously<br />

connected with the institutional sales group of Belson PrimeEast Capital (1996 – 1997) and was also a money<br />

market 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 />

9


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 Hispano<br />

(<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 />

Bernadette Cindy C. Tiu<br />

Ms. Tiu has been the Chief Financial Officer of I-Remit, Inc. since <strong>20</strong>06. She was previously the Finance<br />

Manager of IRemit <strong>Global</strong> <strong>Remittance</strong> Limited in the United Kingdom (<strong>20</strong>03) and International <strong>Remittance</strong><br />

(Canada) Ltd. (<strong>20</strong>04), both wholly-owned subsidiaries of the Company. She joined I-Remit, Inc. in Manila in<br />

<strong>20</strong>05 as Treasurer and Corporate Governance Head. She is a member of the Board of Trustees of Kabalikat<br />

ng Migranteng Pilipino, Inc. (KAMPI), a non-stock non-profit organization serving overseas Filipino workers<br />

(<strong>20</strong>12).<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 joined I-Remit, Inc. in <strong>20</strong>07 and is currently a First Vice President and the Company’s Compliance<br />

Officer. He was a Vice President and the head of the Corporate Strategy Division of the Rizal Commercial<br />

Banking Corporation (RCBC) from <strong>20</strong>02 to <strong>20</strong>05, where he was employed for 12 years. He was also a<br />

management consultant in the Management Services Division of SyCip Gorres Velayo & Co (SGV) and later,<br />

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 />

Glenn L. Igual<br />

Mr. Igual joined I-Remit, Inc. in <strong>20</strong>10 and currently heads the Company’s Information and Technology Services<br />

Division in charge of Software solutioning and IT Infrastructure setup and management. He was previously<br />

connected with Ayala Systems Technology Inc. as General Manager for Trusted Hub Ltd’s Philippine business<br />

unit (<strong>20</strong>09 – <strong>20</strong>10), and was the Corporate Secretary and a Director of Saffron Hill Phils., Inc. (<strong>20</strong>05 – <strong>20</strong>10).<br />

He was formerly the Vice President of Information Technology Services of United Coconut Planters Life<br />

Assurance Corp. (<strong>20</strong>04 – <strong>20</strong>08). He is also a Founder/Director of Cabana Fresh Moves Inc. (<strong>20</strong>08 to date).<br />

He obtained his bachelor of arts degree in computer management from the Polytechnic University of the<br />

Philippines in 1983. He completed his Strategic Business Economics Program in the University of Asia and<br />

the Pacific in <strong>20</strong>04. He obtained his Fellow, Life Management Institute (FLMI) designation in <strong>20</strong>03 from the<br />

Life Office Management Association (LOMA) in Atlanta, Georgia, a USA-based continuing education program<br />

and his IT Infrastructure Library (ITIL) certification in <strong>20</strong>09.<br />

10


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 />

The nominees for election to the Board of Directors are as follows:<br />

• Calixto V. Chikiamco<br />

• Bansan C. Choa<br />

• Armin V. Demetillo<br />

• Gilbert C. Gaw<br />

• Harris Edsel D. Jacildo<br />

• Jose Joel Y. Pusta<br />

• A. Bayani K. Tan<br />

• Ben C. Tiu<br />

• John Y. Tiu, Jr.<br />

• Ruben C. Tiu<br />

• Gregorio T. Yu<br />

The nominees for election as independent directors of the Board of Directors are as follows:<br />

• Jose Joel Y. Pusta<br />

• Gregorio T. Yu<br />

On June 22, <strong>20</strong>12, 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 Ms. Mary Jean J. Ocan and Mr. Jose Joel<br />

Y. Pusta by Mr. Eliodoro M. Alcain, Jr. Except as co-stockholders of the Company, the nominees Messrs. Yu<br />

and Pusta are not related to the respective persons nominating them, Ms. Ocan and Mr. Alcain, respectively.<br />

Copies of the certifications of qualifications of independent directors dated August 1 and 12, <strong>20</strong>11 are attached<br />

as Annexes “B” and “B-1” and those dated June 25, <strong>20</strong>12 are attached as Annexes “B-2” and “B-3”.<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 />

11


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 />

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 />

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party<br />

or exercise significant influence over the other party in making financial and operating decisions. Parties are<br />

also considered to be related if they are subject to common control or common significant influence. Related<br />

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 existing<br />

policies, these transactions are made substantially on the same terms and conditions as transactions with<br />

other individuals and businesses of comparable risks. The Group engages in transactions with related parties<br />

consisting primarily of the following:<br />

12


(a) Delivery fees earned from clients of associates are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Hwa Kung Hong & Co., Ltd. (HKHCL) P=46,127,251 P=33,<strong>20</strong>2,567 P=25,364,567<br />

IRemit Singapore Pte Ltd (<strong>IS</strong>PL) 24,463,777 25,080,948 27,016,303<br />

P=70,591,028 P=58,283,515 P=52,380,870<br />

(b) The Parent Company, as Lessor, entered into four (4) Lease Agreements (please refer to Properties),<br />

covering its occupancy of its offices at the 25 th , 26 th and 27 th floors of the Discovery Center, at No. 25 ADB<br />

Avenue, Ortigas Center, Pasig City, with Oakridge Properties, Inc., a related party by virtue of JTKC<br />

Equities, Inc.’s ownership of the Discovery Leisure Company, Inc. which in turn owns Oakridge<br />

Properties, Inc. Rent expense amounted to PHP 9.96 million, PHP 9.25 million and PHP 8.17 million in<br />

<strong>20</strong>11, <strong>20</strong>10, and <strong>20</strong>09, respectively.<br />

(c) I-Remit, Inc. has office sharing arrangements with Surewell Equities Pte. Ltd. in Singapore for an initial<br />

term of two (2) years. Mr. Bansan C. Choa, Chairman and Chief Executive Officer, is a shareholder in<br />

said company. Rent expense amounted to PHP 0.90 million in <strong>20</strong>11.<br />

(d) The Parent Company maintains deposit accounts with the Sterling Bank of Asia, Inc. (A Savings Bank)<br />

amounting to PHP118.6 million and PHP129.7 million as of December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively.<br />

These deposits earned PHP0.43 million, PHP1.12 million and PHP1.16 million interest income in <strong>20</strong>11,<br />

<strong>20</strong>10 and <strong>20</strong>09, respectively. In <strong>20</strong>11 and <strong>20</strong>10, the Company has funded its retirement plan amounting<br />

to PHP 6.9 million and PHP 5.2 million, respectively, and maintained with Sterling Bank of Asia, Inc. (A<br />

Savings Bank). The said bank’s majority shareholders are: JTKC Equities, Inc., Surewell Equities, Inc.<br />

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 or for provision of cash bonds. Presently, these foreign offices are either subsidiaries or affiliates of<br />

I-Remit, Inc.<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 />

In addition to the related information disclosed elsewhere in the consolidated financial statements, the<br />

following are the yearend balances in respect of transactions with related parties which were carried in terms<br />

that prevail in arm’s length transactions during the year:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Due from related parties - Associates:<br />

IRemit Singapore Pte Ltd (<strong>IS</strong>PL) P=16,034,603 P=16,104,921<br />

Hwa Kung Hong & Co., Ltd. (HKHCL) 8,986,123 10,888,056<br />

P=25,0<strong>20</strong>,726 P=26,992,977<br />

Due to related parties – Directors: P=- P=1,431,156<br />

Advances to associates pertain to unpaid delivery fees. These are non-interest bearing and are due on<br />

demand.<br />

Advances to directors are non-interest bearing and are due on demand.<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, no provision for credit losses has been recognized for the amounts due<br />

from related parties.<br />

In <strong>20</strong>10, the Parent Company recognized dividend income amounting PHP0.6 million from dividends declared<br />

by IRemit Singapore Pte Ltd. In <strong>20</strong>09, the Parent Company’s dividend income includes dividends declared by<br />

IRemit Singapore Pte Ltd (PHP14.40 million), International <strong>Remittance</strong> (Canada) Ltd. (PHP9.54 million),<br />

Worldwide Exchange Pty Ltd (PHP3.93 million), I-Remit Australia Pty Ltd (PHP3.30 million) and Power Star<br />

Asia Group Limited (PHP3.07 million).<br />

13


The compensation of the key management personnel of the Group in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09 are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Short-term employee benefits P=27,036,984 P=21,059,431 P=19,232,031<br />

Post-employment benefits 1,571,444 549,541 721,632<br />

Share-based payment – – 435,303<br />

P=28,608,428 P=21,608,972 P=<strong>20</strong>,388,966<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. Maria Cecilia<br />

V. Soria, the current Corporate Secretary, and Atty. Darlene R. Vivas, Assistant Corporate Secretary, are<br />

associates. During the year, the Company paid Tan Venturanza Valdez certain legal fees that the Company<br />

believes to be reasonable for the services rendered.<br />

Except as disclosed above, there are no transactions or arrangements with parties that fall outside of the<br />

definition of “related parties” under SFAS/IAS No. 24 but with whom the registrant or its related parties have or<br />

has had relationships with.<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 />

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>12<br />

(Estimate)<br />

<strong>20</strong>11<br />

(Actual)<br />

<strong>20</strong>10<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 />

14<br />

P=9,351,421.64<br />

All other officers and directors as a group unnamed P=10,444,171.05<br />

Bansan C. Choa Chairman & CEO<br />

Harris E. D. Jacildo President & COO<br />

Ma. Elizabeth G. Yao SVP<br />

P=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 P=9,593,788.01<br />

Bansan C. Choa Chairman & CEO<br />

Harris E. D. Jacildo President & COO<br />

Ma. Elizabeth G. Yao SVP<br />

P=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 P=9,593,788.01<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.


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.<br />

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>12 – <strong>20</strong>13. 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 />

15<br />

PHP577,500.00<br />

(exclusive of VAT)<br />

PHP 550,000.00<br />

(exclusive of VAT)<br />

--- ---<br />

B. Tax Fees --- ---<br />

C. All Other Fees --- ---


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 one peso (PHP 1.00) per share or an aggregate par value of PHP 55,308,800.00,<br />

out of the unrestricted retained earnings of the Company as of December 31, <strong>20</strong>10. The stock dividend, which<br />

is equivalent to 10% of the issued and outstanding shares of the Company, was taken from its unissued<br />

capital stock. Pursuant to the provisions of the Corporation Code, the aforementioned stock dividend<br />

declaration was submitted for stockholders’ approval during their annual meeting on July 29, <strong>20</strong>11. On<br />

September 6, <strong>20</strong>11, the PSE approved the listing of additional 55,308,800 common shares to cover said stock<br />

dividend declaration. On September 08, <strong>20</strong>11, the stock dividend was paid to all of the Company’s<br />

stockholders of record as of August 15, <strong>20</strong>11.<br />

16


OTHER MATTERS<br />

Action with Respect to Reports<br />

The Company will seek the stockholders’ approval of the Minutes of the <strong>20</strong>11 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>11 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; and (vii) Appointment of SGV & Co. as External Auditors.<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 29, <strong>20</strong>11 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 />

17


SIGNATURES<br />

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in<br />

this report is true, complete and correct.<br />

By:<br />

I-REMIT, INC.<br />

June 25, <strong>20</strong>12<br />

E CINDY C. TIU<br />

esident & Chief Financial Officer<br />

ch<br />

18


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, with Certificate Number FX-<strong>20</strong>05-000364<br />

issued by the BSP on May 10, <strong>20</strong>05, and supervised by the BSP. It is subject to applicable provisions of law<br />

and BSP rules and regulations, as well as the provisions of the Anti-Money Laundering Act of <strong>20</strong>01 (Republic<br />

Act. No. 9160, as amended by Republic Act No. 9194 and Republic Act No.10167) and The Terrorism<br />

Financing Prevention and Suppression Act of <strong>20</strong>12 (Republic Act No. 10168), and their implementing rules<br />

and regulations.<br />

I-Remit, Inc. has been registered as a remittance network provider with the Australian Transaction Reports<br />

and Analysis Centre effective April 13, <strong>20</strong>12, with Registration Number RNP100035640-001.<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 24 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, Inc., establishing its operations in three (3) major provinces<br />

in Canada, namely: British Columbia, Alberta and Ontario. In <strong>20</strong>05, I-Remit, Inc. acquired 65% ownership in<br />

the company that subsequently increased to 95% in <strong>20</strong>06, and eventually consolidated to 100% on June 29,<br />

<strong>20</strong>07. International <strong>Remittance</strong> (Canada) Ltd. has seven (7) offices in Canada: two (2) in British Columbia;<br />

three (3) in Ontario; and two (2) in Alberta. The Filipino community is the third largest minority group in<br />

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

Montreal, and Vancouver. However, the Commission on Filipinos Overseas in its Stock Estimate of Overseas<br />

Filipinos (December <strong>20</strong>09) estimates that there are 639,686 Filipinos in the country. It is registered as a<br />

money service business with the Financial Transactions and Reports Analysis Centre of Canada, with<br />

registration number M08160706.<br />

19


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, Inc.’s subsidiary and tie-ups in Australia deposit the remittances that they receive for<br />

the purpose of eventually transferring the accumulated balance to I-Remit, Inc.’s bank account in the<br />

Philippines.<br />

IREMIT <strong>Remittance</strong> Consulting GmbH, a wholly-owned subsidiary, was incorporated on July <strong>20</strong>, <strong>20</strong>05 in<br />

Vienna, Austria, as IREMIT EUROPE <strong>Remittance</strong> Consulting AG (74.9% owned). It was granted a remittance<br />

license on July 25, <strong>20</strong>07 by the Financial Monetary Authority of Austria. It started commercial operations on<br />

September 16, <strong>20</strong>07. There are about 30,000 Filipinos in Austria. In November <strong>20</strong>09, IREMIT EUROPE<br />

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

intermediaries as a provider of money transfer services under Article 106 of the legislative decree 385/1993 of<br />

Italy’s Banking Law. On April 18, <strong>20</strong>10, it opened a branch in Rome. On August 1, <strong>20</strong>10, it opened its second<br />

branch in Milan. On April 28, <strong>20</strong>11, IREMIT EUROPE <strong>Remittance</strong> Consulting AG stopped its money<br />

remittance operations in Rome and Milan in Italy in accordance with Article 75 of the Transitional and Final<br />

Provisions of Austrian Payment Services Act, which stipulated that credit institutions that have held<br />

authorizations pursuant to Article 1 paragraph 1 no 23 BWG, as amended by the Federal Act Federal Law<br />

Gazette No. 35/<strong>20</strong>03, prior to December 25, <strong>20</strong>09, have only until April 30, <strong>20</strong>11 to carry out their money<br />

remittance operations. On May 5, <strong>20</strong>11, the Parent Company acquired the 25.1% ownership interest in<br />

IREMIT EUROPE <strong>Remittance</strong> Consulting AG from the noncontrolling stockholder. The acquisition increased<br />

the Parent Company’s ownership interest in IREMIT EUROPE <strong>Remittance</strong> Consulting AG to 100.0% from<br />

74.9%. Consequently, on October 11, <strong>20</strong>11, IREMIT EUROPE <strong>Remittance</strong> Consulting AG changed its legal<br />

name to IREMIT <strong>Remittance</strong> Consulting GmbH and changed its legal status from a stock company to a limited<br />

liability company. It also amended its Articles of Incorporation to include management consultancy in its<br />

business activities. In December <strong>20</strong>11, IREMIT <strong>Remittance</strong> Consulting GmbH sold assets relating to its<br />

operations in Italy to a third party. These assets, with an aggregate carrying amount of PHP 7.29 million, were<br />

sold for a consideration of PHP 72.43 million thereby resulting to a gain on sale of PHP 65.14 million.<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, Inc. repurchased it on June 29, <strong>20</strong>07 and acquired 100% ownership<br />

interest. The Financial Services Authority has granted IRemit <strong>Global</strong> <strong>Remittance</strong> Limited the authorization to<br />

operate the money remittance business, with Firm Reference Number 537568, effective April 15, <strong>20</strong>11 under<br />

the Payment Services Regulations <strong>20</strong>09, the transposition into English law of the European Union (EU)<br />

Payment Services Directive (<strong>20</strong>07/64/EC) that is applicable in all EU and European Economic Area countries.<br />

As an authorized institution, it operates branches in Rome and Milan in Italy and has also received approval to<br />

operate a branch in Ireland. It has agents in the United Kingdom, Germany and Austria. It is also registered<br />

with Her Majesty’s Customs and Excise with Money Laundering Registration Number 12130185. Filipinos are<br />

the fourth largest source of immigrants to the United Kingdom. There are approximately <strong>20</strong>0,000 Filipinos<br />

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

professionals and chambermaids. Italy is the second most popular destination of overseas Filipino workers in<br />

Europe. Numbering about <strong>20</strong>0,000, the vast majority of Filipinos work in the domestic service sector while<br />

there are also a number employed in the nursing field and other skilled and semi-skilled occupational groups.<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 />

K.K. I-Remit Japan, a wholly-owned subsidiary was incorporated on June 10, <strong>20</strong>11. The Kanto Local Finance<br />

Bureau approved its registration as a Funds Transfer Company effective December 7, <strong>20</strong>11, with Registration<br />

Number KLFB00019. It is a member of the Japan Payment Service Association. K.K. I-Remit Japan started<br />

operating commercially on May 14, <strong>20</strong>12 in Tokyo. A branch in Nagoya will be opened this year. There are<br />

about 150,000 Filipinos in Japan.<br />

<strong>20</strong>


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, Inc. and, to date it has four (4) branches in Hong Kong: two (2) at the<br />

Central District, one (1) at the Admiralty, and one (1) in Tsuen Wan. Hong Kong is one of the top destinations<br />

of land-based OFWs in Asia. There are on average around 140,000 Filipinos in Hong Kong, most of whom<br />

find work 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, Inc. on November 12, <strong>20</strong>08 with the purchase of its 1,000,000 outstanding shares for a total<br />

consideration of HKD1,000,000 with the intention of outsourcing some of the Parent Company’s foreign<br />

exchange activities to a company located in one of the regional financial centers in Asia. It is registered with<br />

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

Australian community is composed of approximately <strong>20</strong>0,000 immigrants, many of whom moved to Australia<br />

from the Philippines in 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. It is also registered with and has a license from the Monetary Authority of Singapore<br />

under Section 8(3) of the Money-changing and <strong>Remittance</strong> Businesses Act (Chapter 187), with Registration<br />

Number 01038. There are about 136,000 Filipinos in Singapore who work as household workers, medical<br />

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, Inc. authorized the<br />

acquisition of up to 49% of the outstanding capital stock of Hwa Kung Hong & Co. Ltd. The acquisition of the<br />

shares was completed on July 1, <strong>20</strong>09.<br />

21


Properties<br />

I-Remit, Inc. and its subsidiaries do not own any real estate properties. I-Remit, Inc. is leasing its<br />

headquarters located at the 25th, 26th, and 27th floors of the Discovery Centre, a condominium office and<br />

residential building, located at 25 ADB Avenue, Ortigas Center, Pasig City from Oakridge Properties, Inc. In<br />

addition, certain departments of the Company are holding office at the 8th floor of the Wynsum Corporate<br />

Plaza, a condominium office building located at 22 F. Ortigas Jr. Road (formerly Emerald Avenue), Ortigas<br />

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 199.70 131,572.35 6 months Feb. 1, Aug. 31,<br />

Discovery Centre Center, Pasig City<br />

extension <strong>20</strong>12 <strong>20</strong>12<br />

Unit 2603, 26/F 25 ADB Avenue, Ortigas 199.70 159,480.42 2 Dec. 1, <strong>20</strong>11 Nov. 30,<br />

Discovery Centre Center, Pasig City<br />

<strong>20</strong>13<br />

Unit 2604 & 2605, 25 ADB Avenue, Ortigas 551.80 456,454.48 2 Dec. 1, <strong>20</strong>11 Nov. 30,<br />

26/F Discovery<br />

Centre<br />

Center, Pasig City<br />

<strong>20</strong>13<br />

Unit 2703, 27/F 25 ADB Avenue, Ortigas 199.70 133,998.70 2 Feb. 1, <strong>20</strong>11 Jan. 31,<br />

Discovery Centre Center, Pasig City<br />

<strong>20</strong>13<br />

8/F Wynsum<br />

22 F. Ortigas Jr. Road, 287.00 157,850.00 2 Sep. 1, <strong>20</strong>10 Aug. 31,<br />

Corporate Plaza Ortigas Center, Pasig City<br />

<strong>20</strong>12<br />

Five (5) parking 22 F. Ortigas Jr. Road,<br />

--- 17,500.00 2 Sep. 1, <strong>20</strong>10 Aug. 31,<br />

spaces, Wynsum<br />

Corporate Plaza<br />

Ortigas Center, Pasig City<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>09, <strong>20</strong>10, <strong>20</strong>11 and first quarter <strong>20</strong>12 are as follows:<br />

Quarter Ending Date High Low Close<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 />

March 31, <strong>20</strong>11 PHP 3.67 PHP 3.00 PHP 3.10<br />

June 30, <strong>20</strong>11 PHP 3.26 PHP 2.80 PHP 3.00<br />

September 30, <strong>20</strong>11 PHP 3.26 PHP 1.91 PHP 2.25<br />

December 31, <strong>20</strong>11 PHP 2.50 PHP 2.00 PHP 2.45<br />

March 31, <strong>20</strong>12 PHP 2.89 PHP 2.00 PHP 2.60<br />

The stock prices at June 22, <strong>20</strong>12 were: PHP 2.58 (High); PHP 2.54 (Low); PHP 2.57 (Close).<br />

Holders<br />

There were eighteen (18) shareholders of record as of May 31, <strong>20</strong>12. Common shares outstanding amounted<br />

to 602,729,800 as of May 31, <strong>20</strong>12.<br />

22


These eighteen (18) shareholders as of May 31, <strong>20</strong>12, the number of common shares held and the<br />

percentage of total shares outstanding held by each are as follows:<br />

Name Citizenship Total Common Shares Percentage (%)<br />

1 PCD Nominee Corporation – Filipino Filipino * 240,706,388 38.9665<br />

2 Star Equities Inc. Filipino 174,260,047 28.<strong>20</strong>99<br />

3 Surewell Equities, Inc. Filipino 134,248,290 21.7327<br />

4 JTKC Equities, Inc. Filipino 47,771,295 7.7334<br />

5 JPSA <strong>Global</strong> Services Co. Filipino 18,700,000 3.0272<br />

6 PCD Nominee Corporation – Non-Filipino Foreign 1,855,370 0.3004<br />

7 Alba, Willy S. Filipino 88,000 0.0142<br />

8 Lim, Ernesto B. Filipino 70,900 0.0115<br />

9 Lim, Nieves Q. &/or Charis Honeylet Q. Lim Filipino 10,000 0.0016<br />

10 GTS Insurance Brokers, Inc. Filipino 5,000 0.0008<br />

11 Cruz, Napoleon D. Sr. and/or Luisa I. Cruz Filipino 3,000 0.0005<br />

12 Soriano, Victor Martin J. Filipino 2,000 0.0003<br />

13 Ona, Edgardo V. Filipino 2,000 0.0003<br />

14 Olayres, Norberto F. and/or Olayres, Felisa J. Filipino 1,000 0.0002<br />

15 Hapi Iloilo Corporation Filipino 1,000 0.0002<br />

16 M. J. Soriano Trading, Inc. Filipino 1,000 0.0002<br />

17 Au, Owen Nathaniel S. ITF: Li Marcus Au Filipino 400 0.0001<br />

18 Gaw, Gilbert C. Filipino 110 0.0000<br />

Total 617,725,800 100.0000<br />

* The PCD shares include 68,839,952 shares lodged by JTKC Equities, Inc.; thus, the latter’s total shareholdings is 116,611,247 representing<br />

18.8775% 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 authorized the declaration of 55,308,800 common shares stock<br />

dividend, with a par value of one peso (PHP 1.00) per share or an aggregate par value of PHP 55,308,800.00,<br />

out of the unrestricted retained earnings of the Company as of December 31, <strong>20</strong>10. The stock dividend, which<br />

is equivalent to 10% of the issued and outstanding shares of the Company, was taken from its unissued<br />

capital stock. Pursuant to the provisions of the Corporation Code, the aforementioned stock dividend<br />

declaration was submitted for stockholders’ approval during their annual meeting on July 29, <strong>20</strong>11. On<br />

September 6, <strong>20</strong>11, the PSE approved the listing of additional 55,308,800 common shares to cover said stock<br />

dividend declaration. On September 08, <strong>20</strong>11, the stock dividend was paid to all of the Company’s<br />

stockholders of record as of August 15, <strong>20</strong>11.<br />

On June 22, <strong>20</strong>12, the Board of Directors of the Company authorized the declaration of cash dividends in the<br />

total amount of PHP 1<strong>20</strong>,000,000.00 or approximately PhP 0.1993 per share, based on the Company’s<br />

602,071,800 issued and outstanding common shares as of the end of trading on the said date, payable to all<br />

of its shareholders-of-record as of 12 July <strong>20</strong>12. Payment date will be on or before 07 August <strong>20</strong>12.<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 />

23


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 />

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 properties 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 />

24


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, Inc. have, in August <strong>20</strong>11, 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 August 16, <strong>20</strong>11.<br />

25


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 />

29, <strong>20</strong>11. Each member of their respective committees named below began holding office on July 29, <strong>20</strong>11<br />

and will serve until his successor shall have been duly qualified and elected.<br />

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 />

26


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 />

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 5, <strong>20</strong>12. Based on<br />

the results of the evaluation performed, there has been no significant deviation and, in general, the Company<br />

has complied with most of the provisions and requirements of the Manual, <strong>SEC</strong> Memorandum Circular No. 6<br />

Series of <strong>20</strong>09: Revised Code of Corporate Governance, and the leading practices and principles of good<br />

corporate governance for the year <strong>20</strong>11.<br />

The Company accomplished and submitted the <strong>20</strong>11 Corporate Governance Guidelines for Listed Companies<br />

Disclosure Template of The Philippine Stock Exchange, Inc. on March 28, <strong>20</strong>12.<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>11 and <strong>20</strong>10, and for the<br />

years ended December 31, <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09 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>12 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 />

MARIA CECILIA V. SORIA<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 />

27


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 />

1<br />

Annex “A”<br />

The Company’s strategy is anchored on expansion and gaining a larger share of the inward remittances of<br />

overseas Filipino workers (OFWs) and tapping the potential of other international remittance corridors. The<br />

Company aims to identify and tap a wider customer base in each of the countries where it operates through<br />

focused marketing efforts and expansion of distribution reach and capabilities by opening new offices, or<br />

engaging new agents and tie-ups.<br />

The Financial Services Authority (FSA) of the United Kingdom has authorized the Company’s wholly-owned<br />

subsidiary, IRemit <strong>Global</strong> <strong>Remittance</strong> Limited (IGRL), to operate the money remittance business effective April<br />

15, <strong>20</strong>11 under the Payment Services Regulations <strong>20</strong>09, the transposition into English law of the European<br />

Union (EU) Payment Services Directive (<strong>20</strong>07/64/EC). As an authorized payment institution, IGRL may<br />

provide payment services including money remittance in all EU and European Economic Area states through<br />

“passporting” by establishing branches, engaging agents, or providing cross-border services. Currently, it has<br />

four (4) branches: two (2) in the United Kingdom and two (2) in Italy (Rome and Milan). It also has 25 agents:<br />

23 in the United Kingdom, one (1) in Austria and one (1) in Germany. It currently has “passporting” rights in<br />

Italy, Austria, Ireland, and Germany. The Company intends to utilize the “passporting” rights of IGRL in<br />

opening additional branches and engaging more agents in Europe.<br />

I-Remit’s wholly-owned subsidiary, K.K. I-Remit Japan has been registered as a funds transfer company in<br />

accordance with the Payment Services Act of Japan. It has an office in Tokyo and has authorization to open<br />

in Nagoya. These offices will offer remittance services to Filipinos. The Company is considering expanding its<br />

services in the country by opening additional branches that will also offer money transfer services to workers<br />

of other nationalities in Japan.<br />

I-Remit has been in partnership with the Bank of China since <strong>20</strong>08 to service the remittance needs primarily of<br />

expatriate Chinese, initially in Italy, the United Kingdom, and Canada. The Company intends to extend its<br />

services to expatriate Chinese in Japan.<br />

Recently, the Company signed an agreement with Bank Internasional Indonesia, a unit of Malaysian Banking<br />

Berhad, in line with its bid to reach out to the non-Filipino remittance market. This partnership between I-Remit<br />

and one of the largest banks in Indonesia will enable the Company to reach overseas Indonesians and their<br />

beneficiaries across the country of more than 17,500 islands through the bank’s 368 branches and more than<br />

1,190 automated teller machines. Both the Philippines and Indonesia have large populations of overseas<br />

workers and expatriates. They are also among the world’s biggest recipients of remittance inflows, with the<br />

Philippines receiving USD 21.3 billion and Indonesia USD 7.1 billion, according to the <strong>20</strong>10 Migration and<br />

<strong>Remittance</strong>s Factbook of the World Bank.<br />

I-Remit utilize the potential of the offices of its subsidiaries and affiliates abroad to tap other international<br />

remittance corridors and provide its services to customers of various nationalities that need to send money<br />

back to their home countries.<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 also utilizes various technological<br />

platforms and establishes strategic partnerships with banks and other financial institutions, making it possible<br />

for online and same-day crediting of accounts or delivery of remittances.<br />

iDol or I-Remit Direct Online was initially introduced to the Company’s customers in Canada. This facility<br />

allows remitters to avail of the Company’s remittance services through the Internet. iDOL allows the Company<br />

to reach out to a wider base of customers particularly in countries with large territorial areas. The facility is<br />

also scheduled to be introduced to remittance customers in the United Kingdom, Australia, Singapore, Japan,<br />

New Zealand, Hong Kong, Italy, Austria, and Taiwan.


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 7,100 (as of June 7, <strong>20</strong>12) designated pay-out centers nationwide within 24 hours after<br />

receipt of the remittance from the its foreign offices. The Company also opened new remittance corridors by<br />

introducing iNotify Foreign, a method of remittance from one country to another. Both Filipinos and non-<br />

Filipinos abroad can remit money and the designated beneficiaries can just pick up the proceeds from the<br />

Company’s offices in 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 about 11,000 Bancnet, Megalink, and Expressnet ATMs in the Philippines. It also provides<br />

access to Visa ATMs worldwide and can handle mobile and internet banking transactions. As a debit card, it is<br />

also accepted in tens of millions of Visa-affiliated merchant establishments, and 1.8 million ATMs in more than<br />

<strong>20</strong>0 countries worldwide. The Company is promoting this alternative delivery channel aggressively 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 the SSS, Pag-IBIG,<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 24x7 customer service support center. Customers now have<br />

easy, convenient access to customer services through a 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 />

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 and<br />

financial intelligence units of all host countries it operates in. One of the significant aspects of the company’s<br />

compliance program with respect to anti-money laundering/counter-terrorism financing is the proper<br />

establishment of the true identity of its customers through the proper customer due diligence (CDD)<br />

procedures. All of the Company’s foreign offices have duly appointed compliance officers who are responsible<br />

for implementing all aspects of anti-money laundering (AML) and counter-terrorism financing (CTF) regulations<br />

and guidelines in complying with the specific AML and CTF regulations. These policies and regulations<br />

essentially adopt the recommendations of the Financial Action Task Force (FATF), the inter-governmental<br />

body organized for the development and promotion of national and international policies to combat money<br />

laundering and terrorist financing. The Company periodically undertakes internal reviews and when required<br />

by a particular country, its subsidiaries and affiliates are subjected to external audits or compliance<br />

examinations.<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. It also reinforces its presence in the countries that it operates in by participating actively<br />

in the activities of Filipino communities and promoting the Company’s services through Filipino organizations.<br />

2


Full Years<br />

<strong>20</strong>11 compared to <strong>20</strong>10<br />

I-Remit realized a consolidated net income of PHP 136.1 million in <strong>20</strong>11, an increase of PHP 70.1 million or<br />

106.4% over the consolidated net income of PHP 65.9 million in <strong>20</strong>10. The consolidated net income in <strong>20</strong>11<br />

and <strong>20</strong>10 are 17.3% and 8.7% of the <strong>20</strong>11 and <strong>20</strong>10 revenue, respectively.<br />

Revenues increased by 3.4% or PHP 26.1 million from PHP 761.8 million in <strong>20</strong>10 to PHP 787.9 million in <strong>20</strong>11<br />

mainly due to the increase in realized foreign exchange gains. Foreign exchange gains increased by 4.6% or<br />

PHP 12.1 million from PHP 262.1 million in <strong>20</strong>10 to PHP 274.2 million in <strong>20</strong>11. The Company’s revenue from<br />

delivery fees grew by 2.9% or PHP 14.5 million from PHP 498.7 million in <strong>20</strong>10 to PHP 513.3 million in <strong>20</strong>11<br />

largely because of the appreciation of the Philippine peso against the U.S. dollar. The Company’s fees are<br />

largely settled in U.S. dollars. The average peso-dollar exchange rate was PHP 45.11 in <strong>20</strong>10 against PHP<br />

43.31 in <strong>20</strong>11, a gain of 4.0% or PHP 1.80 per dollar. In December <strong>20</strong>11, the average peso-dollar exchange<br />

rate was PHP 43.65 per dollar. The value of transactions grew by 16.7% or USD <strong>20</strong>2.3 million from USD<br />

1.213 billion in <strong>20</strong>10 to USD 1.415 billion in <strong>20</strong>11. The number of transactions processed by the Company<br />

grew by only 2% from 2.737 million in <strong>20</strong>10 to 2.794 million in <strong>20</strong>11. Other fees decreased by 60.69% or PHP<br />

0.5 million from PHP 0.9 million in <strong>20</strong>10 to PHP 0.4 million in <strong>20</strong>11 due to lesser number of amendments and<br />

retrievals recorded in <strong>20</strong>11.<br />

Costs of services decreased by 2.3% or PHP 4.7 million from PHP <strong>20</strong>4.1 million in <strong>20</strong>10 to PHP 199.4 million<br />

in <strong>20</strong>11. Total costs of services in <strong>20</strong>11 and <strong>20</strong>10 are 25.3% and 26.8% of the <strong>20</strong>11 and <strong>20</strong>10 revenue,<br />

respectively. These are mainly due to the decrease in delivery charges by 49.8% or PHP 14.9 million from<br />

PHP 29.9 million in <strong>20</strong>10 to PHP 15.0 million in <strong>20</strong>11 brought about by the huge reduction in door-to-door<br />

transactions in <strong>20</strong>11. These are partly offset by the increase in the cost of fulfilling delivery of remittances to<br />

beneficiaries mostly in the form of bank charges by 5.8% or PHP 10.2 million from PHP 174.2 million in <strong>20</strong>10<br />

to PHP 184.4 million in <strong>20</strong>11.<br />

Other operating income (loss)-net increased by 56.9% or PHP 9.7 million from PHP 17.0 million in <strong>20</strong>10 to<br />

PHP 26.8 million in <strong>20</strong>11. Total other operating income (loss)-net in <strong>20</strong>11 and <strong>20</strong>10 are 3.40% and 2.24% of<br />

the <strong>20</strong>11 and <strong>20</strong>10 revenue, respectively. These are mainly due to the PHP 21.7 million refund of GST<br />

previously paid by International <strong>Remittance</strong> (Canada) Limited (IRCL) and Worldwide Exchange Pty Ltd<br />

(WEPL) to the government of Canada and Australia, respectively. Both entities are exempt from paying GST.<br />

These are partly offset by the decline in net trading gains by PHP 5.5 million or 223.8% from PHP 2.5 million in<br />

<strong>20</strong>10 to –PHP 3.1 million in <strong>20</strong>11 due to unrealized capital loss accrued from investment on stocks by Power<br />

Star Asia Group Limited (PSAGL). PSAGL invested on stocks at an average cost of 126.90 marked at 126.30<br />

as of the close of December 31, <strong>20</strong>11.<br />

Total operating expenses was higher by PHP 11.4 million (2.6%) from PHP 435.9 million in <strong>20</strong>10 to PHP 447.3<br />

million in <strong>20</strong>11. Total other operating expenses in <strong>20</strong>11 and <strong>20</strong>10 are 56.8% and 57.2% of the <strong>20</strong>11 and <strong>20</strong>10<br />

revenue, respectively. These are mainly on account of higher rental, salaries, wages and employee benefits,<br />

photocopying and supplies, entertainment, amusement and recreation, communication, light and water and<br />

other operating expenses. The increase in these expense items are related mainly to the Company’s<br />

expansion as it opened new offices in Canada, Italy and Japan. Rental expenses increased by 15.4% from<br />

PHP 46.4 million in <strong>20</strong>10 to PHP 53.5 million in <strong>20</strong>11 due to the yearly escalation applied by lessors on rented<br />

office premises. Salaries, wages and employee benefits expenses increased by 2.4% from PHP <strong>20</strong>8.5 million<br />

in <strong>20</strong>10 to PHP 213.5 million in <strong>20</strong>11. Photocopying and supplies expenses increased by 24.7% from PHP11.7<br />

million in <strong>20</strong>10 to PHP 14.6 in <strong>20</strong>11 due to higher production of visa cards and kits in <strong>20</strong>11. Entertainment,<br />

amusement and recreation expenses increased by 56.6% from PHP 3.8 million in <strong>20</strong>10 to PHP 6.0 million in<br />

<strong>20</strong>11 mainly due to the development of offices/tie-ups in Japan, Kuwait, Saudi Arabia and Oman.<br />

Communication, light and water increased by 6.4% from PHP 22.1 million in <strong>20</strong>10 to PHP 23.5 million in <strong>20</strong>11<br />

due to increase in number of remittance transactions in <strong>20</strong>11 which required more communication between the<br />

company and its customers. Along with this, electricity bills also increased as more transactions required<br />

extended processing time. Other operating expenses increased by 34.0% from PHP 21.0 million in <strong>20</strong>10 to<br />

PHP 28.2 million in <strong>20</strong>11 mainly due to disallowed Input VAT for years <strong>20</strong>05 and <strong>20</strong>06 (PHP 2.1 million),<br />

license fee paid for the start in operation of K.K. I-Remit Japan (PHP 3.9 million), cost of payroll outsourced to<br />

Prople BPO, Inc. and increase in association dues charges by lessors of the Parent Company (PHP 1.1<br />

milllion). These are partly offset by lower marketing, professional fees, transportation and travel, depreciation<br />

and amortization expenses. Marketing expenses decreased by 14.7% from PHP 42.6 million in <strong>20</strong>10 to PHP<br />

36.3 million in <strong>20</strong>11 while transportation and travel expenses decreased by 10.7% from PHP 26.7 million in<br />

<strong>20</strong>10 to PHP 23.8 million in <strong>20</strong>11 due to cost cutting measures implemented by the Parent Company in all its<br />

foreign subsidiaries. Professional fees decreased by 8.8% from PHP 39.7 million in <strong>20</strong>10 to PHP 36.2 million<br />

in <strong>20</strong>11 due to termination of three (3) retainer contracts of the Parent Company and cessation of operation in<br />

Austria. Depreciation and amortization decreased by 13.3% from PHP 13.3 million in <strong>20</strong>10 to PHP 11.5 million<br />

in <strong>20</strong>11 due to higher number of office equipment fully depreciated in <strong>20</strong>11.<br />

3


Interest income increased by 10.8% or PHP 1.3 million from PHP 12.5 million in <strong>20</strong>10 to PHP 13.9 million in<br />

<strong>20</strong>11. Interest income in <strong>20</strong>11 and <strong>20</strong>10 are 1.8% and 1.6% of the <strong>20</strong>11 and <strong>20</strong>10 revenue, respectively.<br />

These are mainly due to higher deposits resulting from higher volume of transactions in <strong>20</strong>11.<br />

Interest expense increased by 31.2% or PHP 9.1 million from PHP 29.2 million in <strong>20</strong>10 to PHP 38.3 million<br />

<strong>20</strong>11. Interest expense in <strong>20</strong>11 and <strong>20</strong>10 are -4.9% and -3.8% of the <strong>20</strong>11 and <strong>20</strong>10 revenue, respectively.<br />

These are mainly due to higher availment of loans from bank partners during <strong>20</strong>11 and higher annual interest<br />

rates on the Parent Company’s unsecured, short-term interest-bearing peso-denominated bank loans ranging<br />

from 5.00% to 7.00% in <strong>20</strong>11 and 5.50% to 6.00% in <strong>20</strong>10.<br />

In February <strong>20</strong>10, IREMIT <strong>Remittance</strong> Consulting GmbH (formerly IREMIT EUROPE <strong>Remittance</strong> Consulting<br />

AG) started its remittance business in Italy. On April 28, <strong>20</strong>11, IREMIT <strong>Remittance</strong> Consulting GmbH<br />

(IRCGmbH) stopped its money remittance operations in Rome and Milan in Italy in accordance with Article 75<br />

of the Transitional and Final Provisions of Austrian Payment Services Act, which stipulated that credit<br />

institutions that have held authorizations pursuant to Article 1 paragraph 1 no 23 BWG, as amended by the<br />

Federal Act Federal Law Gazette No. 35/<strong>20</strong>03, prior to December 25, <strong>20</strong>09, have only until April 30, <strong>20</strong>11 to<br />

carry out their money remittance operations.<br />

In December <strong>20</strong>11, IRCGmbH sold assets relating to its operations in Italy to a third party. These assets, with<br />

an aggregate carrying amount of PHP 7.29 million, were sold for a consideration of PHP 72.43 million thereby<br />

resulting to a gain on sale of PHP 65.14 million.<br />

The results of IRCGmbH’s operation in Italy follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Delivery fees PHP5,289,<strong>20</strong>2 PHP7,486,658<br />

Realized foreign exchange gains - net 1,006,867 673,<strong>20</strong>4<br />

6,296,069 8,159,862<br />

Cost of services 596,703 3,749,195<br />

Gross income 5,699,366 4,410,667<br />

Other income - net 615,909 38,935<br />

Operating expenses (45,024,921) (34,754,501)<br />

Loss from operations (PHP38,709,646) (PHP30,304,899)<br />

Gain on sale of assets 65,139,395 −<br />

Income (Loss) from discontinued operations PHP26,429,749 (PHP30,304,899)<br />

The total assets of the Company decreased by PHP 82.1 million or 3.5% to PHP 2.273 billion as of December<br />

31, <strong>20</strong>11 against PHP 2.356 billion as of December 31, <strong>20</strong>10. Cash and cash equivalents increased by PHP<br />

7.4 million or 0.8% from PHP 883.8 million in <strong>20</strong>10 to PHP 891.2 million in <strong>20</strong>11. Financial assets at fair value<br />

through profit or loss amounted to PHP 125.2 million at end-<strong>20</strong>11 against PHP 102.9 million at end-<strong>20</strong>10,<br />

increasing by PHP 22.3 million or 21.6%. Financial assets at fair value through profit or loss in <strong>20</strong>11 and <strong>20</strong>10<br />

are 5.5% and 4.4% of the total assets in <strong>20</strong>11 and <strong>20</strong>10, respectively. These assets consist mainly of<br />

investments in debt securities (listed overseas) held for trading. Power Star Asia Group Limited started<br />

investing on stocks in <strong>20</strong>11. Accounts receivable declined by PHP 125.8 million or 11.9% from PHP 1,059.3<br />

million in <strong>20</strong>10 to PHP 933.5 million in <strong>20</strong>11. Accounts receivable in <strong>20</strong>11 and <strong>20</strong>10 are 41.0% and 45.0% of<br />

the total assets in <strong>20</strong>11 and <strong>20</strong>10, respectively. These are mainly due to improved collection of advances to<br />

agents and foreign subsidiaries in <strong>20</strong>11. Other receivables increased by PHP 31.0 million or 37.1% from PHP<br />

83.4 million in <strong>20</strong>10 to PHP 114.4 million in <strong>20</strong>11. Other receivables in <strong>20</strong>11 and <strong>20</strong>10 are 5.0% and 3.5% of<br />

the total assets in <strong>20</strong>11 and <strong>20</strong>10, respectively. These are mainly due to nontrade receivable from the sale of<br />

various assets of IREMIT <strong>Remittance</strong> Consulting GmbH related to the discontinued operations in Italy which<br />

was subsequently collected in March <strong>20</strong>12 and partly offset by the application of receivables from noncontrolling<br />

shareholders of IREMIT <strong>Remittance</strong> Consulting GmbH and Worldwide Exchange Pty Ltd amounting<br />

to PHP 12.3 million and PHP 25.01 million, respectively, against the acquisition costs. Other current assets<br />

declined by PHP 7.4 million or <strong>20</strong>.4% from PHP 36.3 million in <strong>20</strong>10 to PHP 28.9 million in <strong>20</strong>11. Other<br />

current assets in <strong>20</strong>11 and <strong>20</strong>10 are 1.3% and 1.5% of the total assets in <strong>20</strong>11 and <strong>20</strong>10, respectively. These<br />

are mainly due to lower balances of prepaid expenses and visa cards inventory.<br />

The Company’s non-current assets declined by PHP 9.7 million or 5.1% from PHP 190.3 million at end-<strong>20</strong>10<br />

to PHP 180.6 million at end-<strong>20</strong>11. Total noncurrent assets in <strong>20</strong>11 and <strong>20</strong>10 are 7.9% and 8.0% of the total<br />

assets in <strong>20</strong>11 and <strong>20</strong>10, respectively. These are mainly due to the equity in net earnings of IRemit Singapore<br />

Pte Ltd of PHP 1.5 million and Hwa Kung Hong & Co., Ltd. of PHP 0.6 million in <strong>20</strong>11, lesser investment on<br />

fixed assets in <strong>20</strong>11, deferred tax asset on additional net loss of I-Remit New Zealand Limited in <strong>20</strong>11 and<br />

issuance of tax credit certificates by the BIR for Input VAT for the years <strong>20</strong>05 and <strong>20</strong>06 amounting to PHP<br />

1.71 million and PHP 3.82 million, respectively.<br />

4


Total liabilities declined by PHP 171.6 million or 15.8% from PHP 1.084 billion at end-<strong>20</strong>10 to PHP 912.7<br />

million at end-<strong>20</strong>11 mainly due to lower level of current liabilities. Total liabilities in <strong>20</strong>11 and <strong>20</strong>10 are 40.1%<br />

and 46.0% of the total liabilities and equity in <strong>20</strong>11 and <strong>20</strong>10, respectively. Current liabilities decreased by<br />

PHP 170.8 million or 15.7% from PHP 1.083 billion in <strong>20</strong>10 to PHP 912.6 million in <strong>20</strong>11. Total current<br />

liabilities in <strong>20</strong>11 and <strong>20</strong>10 are 40.1% and 46.0% of the total liabilities and equity in <strong>20</strong>11 and <strong>20</strong>10,<br />

respectively. Beneficiaries and other payables increased by PHP 40.6 million or <strong>20</strong>.3% from PHP 199.5<br />

million in <strong>20</strong>10 to PHP 240.1 million in <strong>20</strong>11. Beneficiaries and other payables in <strong>20</strong>11 and <strong>20</strong>10 are 10.6%<br />

and 8.5% of the total liabilities and equity in <strong>20</strong>11 and <strong>20</strong>10, respectively. These are mainly due to additional<br />

channels opened in <strong>20</strong>11 for the delivery of remittances to beneficiaries. Interest-bearing loans decreased by<br />

PHP 211 million or 24.1% from PHP 877 million in end-<strong>20</strong>10 to PHP 666 million in end-<strong>20</strong>11. Interest-bearing<br />

loans in end-<strong>20</strong>11 and end-<strong>20</strong>10 are 29.3% and 37.2% of the total liabilities and equity in end-<strong>20</strong>11 and end-<br />

<strong>20</strong>10, respectively. These are mainly due to lesser loan exposure at end-<strong>20</strong>11 mainly brought about by<br />

improved collection of accounts receivable.<br />

The Company’s stockholders’ equity as of December 31, <strong>20</strong>11 stood at PHP 1.361 billion, higher by PHP 89.4<br />

million or 7.0% against the end-<strong>20</strong>10 level of PHP 1.271 billion. Total equity in <strong>20</strong>11 and <strong>20</strong>10 are 59.9% and<br />

54.0% of the total liabilities and equity in <strong>20</strong>11 and <strong>20</strong>10, respectively. Capital stock increased by PHP 55.3<br />

million or 9.8% from PHP 562.4 million in <strong>20</strong>10 to PHP 617.7 million in <strong>20</strong>11. Capital stock in <strong>20</strong>11 and <strong>20</strong>10<br />

are 27.2% and 23.9% of the total liabilities and equity in <strong>20</strong>11 and <strong>20</strong>10, respectively. These are mainly due to<br />

the distribution of stock dividend to stockholders on September 8, <strong>20</strong>11. Capital paid-in excess of par value<br />

decreased by PHP 38.3 million or 8.9% from PHP 429.5 million in <strong>20</strong>10 to PHP 391.2 million in <strong>20</strong>11. Capital<br />

paid-in excess of par value in <strong>20</strong>11 and <strong>20</strong>10 are 17.2% and 18.2% of the total liabilities and equity in <strong>20</strong>11<br />

and <strong>20</strong>10, respectively. The decrease in capital paid-in excess of par value in <strong>20</strong>11 represents excess of<br />

acquisition cost over the carrying value of the non-controlling interests acquired in <strong>20</strong>11 (IREMIT <strong>Remittance</strong><br />

Consulting GmbH and Worldwide Exchange Pty Ltd). Treasury stock increased by PHP 12.9 million or 32.1%<br />

from -PHP 40.1 million in <strong>20</strong>10 to -PHP 53.0 million in <strong>20</strong>11. Treasury stock in <strong>20</strong>11 and <strong>20</strong>10 are -2.3% and -<br />

1.7% of the total liabilities and equity in <strong>20</strong>11 and <strong>20</strong>10, respectively. The increase in Treasury stock in <strong>20</strong>11<br />

represents buy-back of 5,544,000 shares.<br />

Below are the comparative key performance indicators of the Company (Parent Company and subsidiaries):<br />

Performance Indicator Definition December 31, <strong>20</strong>11 December 31, <strong>20</strong>10<br />

Return on Equity (ROE)<br />

Net income* over average stockholders’ equity during the<br />

period<br />

10% 5%<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 0.22 PHP 0.11<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

17% 10%<br />

Gross Income Revenue less total cost of services (PHP millions) 588.4 557.6<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>11 and for the year ended<br />

December 31, <strong>20</strong>10 are PHP 0.23 and PHP 0.13, 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>11 December 31, <strong>20</strong>10<br />

Return on Equity (ROE)<br />

Net income over average stockholders’ equity during the<br />

period<br />

56% 3%<br />

Return on Assets (ROA) Net income over average total assets during the period 22% 1%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 43.64 PHP 1.80<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

2% 3%<br />

Gross Income Revenue less total cost of services (PHP millions) 92.6 97.5<br />

Lucky Star Management Limited<br />

Performance Indicator Definition December 31, <strong>20</strong>11 December 31, <strong>20</strong>10<br />

Return on Equity (ROE)<br />

Net income over average stockholders’ equity during the<br />

period<br />

-3% 89%<br />

Return on Assets (ROA) Net income over average total assets during the period -1% 26%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 1.33) PHP 30.53<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

-25% 8%<br />

Gross Income Revenue less total cost of services (PHP millions) 17.0 25.6<br />

5


IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />

Performance Indicator Definition December 31, <strong>20</strong>11 December 31, <strong>20</strong>10<br />

Return on Equity (ROE)<br />

Net income over average stockholders’ equity during the<br />

period<br />

-767% 39%<br />

Return on Assets (ROA) Net income over average total assets during the period -33% 6%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 108,090.79) PHP 10,191.13<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

28% 1%<br />

Gross Income Revenue less total cost of services (PHP millions) 50.7 43.8<br />

I-Remit Australia Pty Ltd<br />

Performance Indicator Definition December 31, <strong>20</strong>11 December 31, <strong>20</strong>10<br />

Return on Equity (ROE)<br />

Net income over average stockholders’ equity during the<br />

period<br />

0.4% 1%<br />

Return on Assets (ROA) Net income over average total assets during the period 0.2% 0.2%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 7,306.00 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) 0.6 0.3<br />

Worldwide Exchange Pty Ltd<br />

Performance Indicator Definition December 31, <strong>20</strong>11 December 31, <strong>20</strong>10<br />

Return on Equity (ROE)<br />

Net income over average stockholders’ equity during the<br />

period<br />

6% 5%<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 3.02 PHP 2.00<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

11% <strong>20</strong>%<br />

Gross Income Revenue less total cost of services (PHP millions) 34.6 29.2<br />

I-Remit New Zealand Limited<br />

Performance Indicator Definition December 31, <strong>20</strong>11 December 31, <strong>20</strong>10<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 -24% -9%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 3,046.61) (PHP 1,129.10)<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

23% 38%<br />

Gross Income Revenue less total cost of services (PHP millions) 5.3 8.8<br />

IREMIT <strong>Remittance</strong> Consulting GmbH<br />

Performance Indicator Definition December 31, <strong>20</strong>11 December 31, <strong>20</strong>10<br />

Return on Equity (ROE)<br />

Net income over average stockholders’ equity during the<br />

period<br />

194% -193%<br />

Return on Assets (ROA) Net income over average total assets during the period 14% -74%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 141.86 (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) 0.5 11.7<br />

Power Star Asia Group Limited<br />

Performance Indicator Definition December 31, <strong>20</strong>11 December 31, <strong>20</strong>10<br />

Return on Equity (ROE)<br />

Net income over average stockholders’ equity during the<br />

period<br />

30% 38%<br />

Return on Assets (ROA) Net income over average total assets during the period 29% 36%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 66.53 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) 70.4 62.4<br />

6


<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 />

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 0.11 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) 557.6 547.7<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 0.13 and PHP 0.25, respectively.<br />

7


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 PHP 1.80 PHP 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 PHP 30.53 PHP 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 PHP 10,191.13 PHP 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 PHP 14,435.50 PHP 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 PHP 2.00 PHP 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 />

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 (PHP 1,129.10) (PHP 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 />

8


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 (PHP 666.31) (PHP 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 PHP 63.27 PHP 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 />

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 />

9


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 />

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 />

10


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 />

Interim Period<br />

March 31, <strong>20</strong>12 vs. December 31, <strong>20</strong>11<br />

The total assets of the Company increased by PHP 51.4 million or 2.3% to PHP 2.325 billion as of March 31,<br />

<strong>20</strong>12 against PHP 2.273 billion as of December 31, <strong>20</strong>11.<br />

Cash and cash equivalents increased by PHP 260.6 million or 29.2% from PHP 891.2 million as of December<br />

31, <strong>20</strong>11 to PHP 1.151 billion as of March 31, <strong>20</strong>12. Cash and cash equivalents as of March 31, <strong>20</strong>12 and<br />

December 31, <strong>20</strong>11 are 49.5% and 39.2% of the total assets as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11,<br />

respectively. Financial assets at FVPL, which consist of investments in private debt securities (listed<br />

overseas) held for trading, decreased by PHP 16.2 million or -12.9% from PHP 125.2 million as of December<br />

31, <strong>20</strong>11 to PHP 109.0 million as of March 31, <strong>20</strong>12. Financial assets at FVPL as of March 31, <strong>20</strong>12 and<br />

December 31, <strong>20</strong>11 are 4.7% and 5.5% of the total assets as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11,<br />

respectively. Accounts receivable decreased by PHP 151.8 million or -16.3% from PHP 933.5 million as of<br />

December 31, <strong>20</strong>11 to PHP 781.8 million as of March 31, <strong>20</strong>12. Accounts receivable as of March 31, <strong>20</strong>12<br />

and December 31, <strong>20</strong>11 are 33.6% and 41.1% of the total assets as of March 31, <strong>20</strong>12 and December 31,<br />

<strong>20</strong>11, respectively. Other receivables decreased by PHP 31.6 million or -27.7% from PHP 114.4 million as of<br />

December 31, <strong>20</strong>11 to PHP 82.8 million as of March 31, <strong>20</strong>12. Other receivables as of March 31, <strong>20</strong>12 and<br />

December 31, <strong>20</strong>11 are 3.6% and 5.0% of the total assets as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11,<br />

respectively. Other current assets decreased by PHP 13.8 million or -47.5% from PHP 28.9 million as of<br />

December 31, <strong>20</strong>11 to PHP 15.2 million as of March 31, <strong>20</strong>12.<br />

Investments in associates decreased by PHP 4.4 million or -19.1% from PHP 23.0 million as of December 31,<br />

<strong>20</strong>11 to PHP 18.6 million as of March 31, <strong>20</strong>12. Property and equipment-net increased by PHP 4.1 million or<br />

21.5% from PHP 19.2 million as of December 31, <strong>20</strong>11 to PHP 23.3 million as of March 31, <strong>20</strong>12. Goodwill<br />

increased by PHP 0.3 million or 0.3% from PHP 92.7 million as of December 31, <strong>20</strong>11 to PHP 93.0 million as<br />

of March 31, <strong>20</strong>12 due to foreign exchange adjustment. Deferred tax asset increased by PHP 2.2 million or<br />

44.3% from PHP 5.0 million as of December 31, <strong>20</strong>11 to PHP 7.2 million as of March 31, <strong>20</strong>12. Software<br />

costs–net increased by PHP 0.1 million or 9.7% from PHP 1.4 million as of December 31, <strong>20</strong>11 to PHP 1.6<br />

million as of March 31, <strong>20</strong>12. Other noncurrent assets increased by PHP 1.8 million or 4.7% from PHP 38.9<br />

million as of December 31, <strong>20</strong>11 to PHP 40.8 million as of March 31, <strong>20</strong>12.<br />

11


Total liabilities increased by PHP 25.2 million or 2.8% from PHP 912.7 million as of December 31, <strong>20</strong>11 to<br />

PHP 937.9 million as of March 31, <strong>20</strong>12. Total liabilities as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11 are<br />

40.3% and 40.1% of the total liabilities and equity as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11, respectively.<br />

Current liabilities increased by PHP 25.2 million or 2.8% from PHP 912.6 million as of December 31, <strong>20</strong>11 to<br />

PHP 937.8 million as of March 31, <strong>20</strong>12 mainly due to the increase in Beneficiaries and other payables by<br />

PHP 63.3 million or 26.4% from PHP 240.0 million as of December 31, <strong>20</strong>11 to PHP 303.4 million as of March<br />

31, <strong>20</strong>12. Interest-bearing loans decreased by PHP 48.0 million or -7.2% from PHP 666.0 million as of<br />

December 31, <strong>20</strong>11 to PHP 618.0 million as of March 31, <strong>20</strong>12. Interest-bearing loans consist of unsecured,<br />

short-term peso-denominated loans from various local financial institutions with interest rates ranging from<br />

5.0% to 6.75% per annum in First Quarter <strong>20</strong>12 and 5.0% to 7.0% in <strong>20</strong>11. Total current liabilities as of March<br />

31, <strong>20</strong>12 and December 31, <strong>20</strong>11 are 40.3% and 40.1% of the total liabilities and equity as of March 31, <strong>20</strong>12<br />

and December 31, <strong>20</strong>11, respectively.<br />

Accounts payable and other liabilities increased by PHP 73.2 million or 29.7% to PHP 319.8 million as of<br />

March 31, <strong>20</strong>12 compared with PHP 246.6 million as of December 31, <strong>20</strong>11. Accounts payable and other<br />

liabilities as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11 are 13.8% and 10.8% of the total liabilities and equity<br />

as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11, respectively. Comprising Accounts payable and other liabilities<br />

are payables to beneficiaries of PHP 232.9 million, payables to agents, couriers and trading clients of PHP<br />

34.6 million, accrued expenses of PHP 17.2 million, withholding tax payable of PHP 2.2 million, advances from<br />

related parties of PHP 12.2 million, income tax payable of PHP 16.4 million, payables to government agencies<br />

of PHP 1.4 million, and other non-trade payables of PHP 2.9 million.<br />

Noncurrent liabilities amounting to PHP 0.12 million as of March 31, <strong>20</strong>12 consist of retirement liability of PHP<br />

0.09 million and deferred tax liability of PHP 0.03 million.<br />

The Company’s stockholders’ equity as of March 31, <strong>20</strong>12 stood at PHP 1.387 billion, higher by PHP 26.2<br />

million or 1.9% against the year-end <strong>20</strong>11 level of PHP 1.361 billion due to higher net income. Total<br />

stockholders’ equity as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11 are 59.7% and 59.9% of the total liabilities<br />

and equity as of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11, respectively.<br />

The Bangko Sentral ng Pilipinas reported last month that money transfers by overseas Filipinos grew by 5.8%<br />

to USD1.587 billion in February <strong>20</strong>12 from USD1.5 billion a year earlier. On a year-to-date basis, the total<br />

remittance inflows amounted to USD3.144 billion in January to February of <strong>20</strong>12, growing by 5.6% against the<br />

inflows of USD2.977 billion in the first two (2) months of <strong>20</strong>11. The continued inflow of remittances is<br />

supported by the sustained demand for Filipino manpower in various foreign labor markets. The Philippine<br />

Overseas Employment Administration (POEA) recently announced that it expects over a million highly skilled<br />

Filipino workers would be hired abroad this year. The latest data from the POEA showed that for the period<br />

January-March <strong>20</strong>12, job orders for professional and technical, service and production workers increased<br />

24.6% to <strong>20</strong>0,010 compared with the same period last year. These are mainly intended for employment<br />

opportunities in Saudi Arabia, United Arab Emirates, Qatar, Taiwan, Kuwait, Singapore and Hong Kong,<br />

among others.<br />

Below are the comparative key performance indicators of the Company and its subsidiaries:<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<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% 10%<br />

Return on Assets (ROA) Net income* over average total assets during the period 1% 5%<br />

Earnings per Share (EPS) Net income* over average number of outstanding shares PHP 0.06 PHP 0.22<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

47% 17%<br />

Gross Income Revenue less total cost of services (PHP millions) 148.2 588.4<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 period ended March 31, <strong>20</strong>12 and for the year ended December<br />

31, <strong>20</strong>11 are PHP 0.06 and PHP 0.23, respectively.<br />

12


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>12 Dec. 31, <strong>20</strong>11<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 />

0.5% 56%<br />

Return on Assets (ROA) Net income over average total assets during the period 0.2% 22%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 0.46 PHP 43.64<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

-5% 2%<br />

Gross Income Revenue less total cost of services (PHP millions) 21.9 92.6<br />

Lucky Star Management Limited<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<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 />

-7% -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 3.08) (PHP 1.33)<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

-14% -25%<br />

Gross Income Revenue less total cost of services (PHP millions) 3.5 17.0<br />

IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<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 />

-96% -767%<br />

Return on Assets (ROA) Net income over average total assets during the period -3% -33%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP <strong>20</strong>,881.96) (PHP 108,090.79)<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

61% 28%<br />

Gross Income Revenue less total cost of services (PHP millions) 18.4 50.7<br />

I-Remit Australia Pty Ltd<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<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% 0.4%<br />

Return on Assets (ROA) Net income over average total assets during the period 0.04% 0.2%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 2,225.00 PHP 7,306.00<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) 0.05 0.6<br />

Worldwide Exchange Pty Ltd<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<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 />

0.3% 6%<br />

Return on Assets (ROA) Net income over average total assets during the period 0.04% 1%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 0.13 PHP 3.02<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

32% 11%<br />

Gross Income Revenue less total cost of services (PHP millions) 9.2 34.6<br />

I-Remit New Zealand Limited<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<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% 40%<br />

Return on Assets (ROA) Net income over average total assets during the period -14% -24%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 1,908.51) (PHP3,046.61)<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

39% 23%<br />

Gross Income Revenue less total cost of services (PHP millions) -0.7 5.3<br />

13


IREMIT <strong>Remittance</strong> Consulting GmbH<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<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 />

-22% 194%<br />

Return on Assets (ROA) Net income over average total assets during the period -4% 14%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 35.28) PHP 141.86<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

-99% -19%<br />

Gross Income Revenue less total cost of services (PHP millions) 0.03 0.5<br />

Power Star Asia Group Limited<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<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 />

8% 30%<br />

Return on Assets (ROA) Net income over average total assets during the period 8% 29%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 22.46 PHP 66.53<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) 17.2 70.4<br />

March 31, <strong>20</strong>12 vs. March 31, <strong>20</strong>11<br />

I-Remit realized a consolidated net income of PHP 33.4 million in First Quarter <strong>20</strong>12, an increase of PHP 5.0<br />

million or 17.6% over the consolidated net income of PHP 28.4 million in First Quarter <strong>20</strong>11. The consolidated<br />

net income in First Quarter <strong>20</strong>12 and First Quarter <strong>20</strong>11 are 16.7% and 13.2% of the First Quarter <strong>20</strong>12 and<br />

First Quarter <strong>20</strong>11 revenue, respectively.<br />

Revenues decreased by PHP 15.0 million or -7.0% to PHP 199.3 million in First Quarter <strong>20</strong>12 from PHP 214.3<br />

million in First Quarter <strong>20</strong>11. Accordingly, the Company’s gross income decreased by PHP 17.3 million or -<br />

10.4% from PHP 165.5 million in First Quarter <strong>20</strong>11 to PHP 148.2 million in First Quarter <strong>20</strong>12. The gross<br />

income in First Quarter <strong>20</strong>12 and First Quarter <strong>20</strong>11 are 74.4% and 77.2% of the First Quarter <strong>20</strong>12 and First<br />

Quarter <strong>20</strong>11 revenue, respectively.<br />

Transaction count increased by 4.4% from 698,007 in First Quarter <strong>20</strong>11 to 728,465 in First Quarter <strong>20</strong>12).<br />

USD remittance volume increased by 47.3% from USD 3<strong>20</strong>.4 million in First Quarter <strong>20</strong>11 to USD 471.8<br />

million in First Quarter <strong>20</strong>12). Of the total transaction count in First Quarter <strong>20</strong>12, the percentage contributions<br />

per region are as follows: Asia-Pacific, 43%; Middle East, 29%; North America, 13%; and Europe, 12%. In<br />

terms of USD remittance volume, the regional contributions are as follows: Asia-Pacific, 26%; Middle East,<br />

13%, North America, 10%, and Europe, 9%.<br />

Other operating income increased by PHP 12.7 million from a net loss of PHP 3.8 million in First Quarter <strong>20</strong>11<br />

to an income of PHP 8.9 million in First Quarter <strong>20</strong>12.<br />

Total operating expenses was lower by PHP 8.5 million or -7.0% from PHP 1<strong>20</strong>.7 million in First Quarter <strong>20</strong>11<br />

to PHP 112.2 million in First Quarter <strong>20</strong>12 mainly on account of lower professional fees, salaries, wages and<br />

employee benefits, transportation and travel, and marketing expenses. Total operating expenses in First<br />

Quarter <strong>20</strong>12 and First Quarter <strong>20</strong>11 are 56.30% and 56.32% of the First Quarter <strong>20</strong>12 and First Quarter <strong>20</strong>11<br />

revenue, respectively. Interest expense was lower by PHP 2.6 million from PHP 8.3 million in First Quarter<br />

<strong>20</strong>11 to PHP 5.8 million in First Quarter <strong>20</strong>12.<br />

The total assets of the Company decreased by PHP 212.4 million or -8.4% to PHP 2.325 billion as of March<br />

31, <strong>20</strong>12 against PHP 2.537 billion as of March 31, <strong>20</strong>11. Cash and cash equivalents increased by PHP 190.4<br />

million or 19.8% from PHP 961.4 million as of March 31, <strong>20</strong>11 to PHP 1.151 billion as of March 31, <strong>20</strong>12.<br />

Cash and cash equivalents as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11 are 49.5% and 37.9% of the total assets<br />

as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11, respectively. Financial assets at FVPL, which consist of<br />

investments in private debt securities (listed overseas) held for trading, stood at PHP 109.0 million as of March<br />

31, <strong>20</strong>12, a decrease of PHP 2.0 million or -1.8% against PHP 111.0 million as of March 31, <strong>20</strong>11.<br />

Receivables decreased by PHP 387.8 million or -31.0% from PHP 1.252 billion as of March 31, <strong>20</strong>11 to PHP<br />

864.6 million as of March 31, <strong>20</strong>12. Receivables as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11 are 37.2% and<br />

49.3% of the total assets as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11, respectively. Other current assets<br />

decreased by PHP 2.7 million or -15.1% from PHP 17.9 million as of March 31, <strong>20</strong>11 to PHP 15.2 million as of<br />

March 31, <strong>20</strong>12. Investments in associates decreased by PHP 2.9 million or -13.6% from PHP 21.6 million as<br />

of March 31, <strong>20</strong>11 to PHP 18.6 million as of March 31, <strong>20</strong>12. Property and equipment-net decreased by PHP<br />

4.8 million or -17.0% from PHP 28.1 million as of March 31, <strong>20</strong>11 to PHP 23.3 million as of March 31, <strong>20</strong>12.<br />

14


Goodwill decreased by PHP 1.5 million or -1.6% from PHP 94.5 million as of March 31, <strong>20</strong>11 to PHP 93.0<br />

million as of March 31, <strong>20</strong>12 due to foreign exchange adjustment. Deferred tax asset increased by PHP 1.9<br />

million or 36.5% from PHP 5.3 million as of March 31, <strong>20</strong>11 to PHP 7.2 million as of March 31, <strong>20</strong>12. Software<br />

costs–net decreased by PHP 1.0 million or -38.8% from PHP 2.6 million as of March 31, <strong>20</strong>11 to PHP 1.6<br />

million as of March 31, <strong>20</strong>12. Other noncurrent assets decreased by PHP 2.3 million or -5.4% from PHP 43.1<br />

million as of March 31, <strong>20</strong>11 to PHP 40.8 million as of March 31, <strong>20</strong>12.<br />

Total liabilities decreased by PHP 313.0 million or -25.0% from PHP 1.250 billion as of March 31, <strong>20</strong>11 to PHP<br />

937.9 million as of March 31, <strong>20</strong>12. Total liabilities as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11 are 40.3% and<br />

49.3% of the total liabilities and equity as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11, respectively. Current<br />

liabilities decreased by PHP 312.4 million or -25.0% from PHP 1.250 billion as of March 31, <strong>20</strong>11 to PHP<br />

937.8 million as of March 31, <strong>20</strong>12 mainly due to the decrease in beneficiaries and other payables by PHP<br />

229.8 million or -43.1 from PHP 533.2 million as of March 31, <strong>20</strong>11 to PHP 303.4 million as of March 31, <strong>20</strong>12<br />

as well as to interest-bearing loans by PHP 83.0 million or -11.8 from PHP 701.0 million as of March 31, <strong>20</strong>11<br />

to PHP 618.0 million as of March 31, <strong>20</strong>12. Interest-bearing loans consist of unsecured, short-term pesodenominated<br />

loans from various local financial institutions with interest rates ranging from 5.0% to 6.75% per<br />

annum in First Quarter <strong>20</strong>12 and 5.0% to 6.0% in First Quarter <strong>20</strong>11. Total current liabilities as of March 31,<br />

<strong>20</strong>12 and March 31, <strong>20</strong>11 are 40.3% and 49.3% of the total liabilities and equity as of March 31, <strong>20</strong>12 and<br />

March 31, <strong>20</strong>11, respectively.<br />

Accounts payable and other liabilities decreased by PHP 229.4 million or -41.8% to PHP 319.8 million as of<br />

March 31, <strong>20</strong>12 compared with PHP 549.2 million as of March 31, <strong>20</strong>11. Accounts payable and other liabilities<br />

as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11 are 13.8% and 21.6% of the total liabilities and equity as of March<br />

31, <strong>20</strong>12 and March 31, <strong>20</strong>11, respectively. Comprising accounts payable and other liabilities are payables to<br />

beneficiaries of PHP 232.9 million, payables to agents, couriers and trading clients of PHP 34.6 million,<br />

accrued expenses of PHP 17.2 million, withholding tax payable of PHP 2.2 million, advances from related<br />

parties of PHP 12.2 million, income tax payable of PHP 16.4 million, payables to government agencies of PHP<br />

1.4 million, and other non-trade payables of PHP 2.9 million. Noncurrent liabilities amounting to PHP 0.12<br />

million as of March 31, <strong>20</strong>12 consist of retirement liability of PHP 0.09 million and deferred tax liability of PHP<br />

0.03 million.<br />

The Company’s stockholders’ equity as of March 31, <strong>20</strong>12 stood at PHP 1.387 billion, higher by PHP 100.6<br />

million or 7.8% against the March 31, <strong>20</strong>11 level of PHP 1.286 billion due to higher net income and stock<br />

dividend. Total stockholders’ equity as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11 are 59.7% and 50.7% of the<br />

total liabilities and equity as of March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11, respectively.<br />

The Bangko Sentral ng Pilipinas reported last month that money transfers by overseas Filipinos grew by 5.8%<br />

to USD1.587 billion in February <strong>20</strong>12 from USD1.5 billion a year earlier. On a year-to-date basis, the total<br />

remittance inflows amounted to USD3.144 billion in January to February of <strong>20</strong>12, growing by 5.6% against the<br />

inflows of USD2.977 billion in the first two (2) months of <strong>20</strong>11. The continued inflow of remittances is<br />

supported by the sustained demand for Filipino manpower in various foreign labor markets. The Philippine<br />

Overseas Employment Administration (POEA) recently announced that it expects over a million highly skilled<br />

Filipino workers would be hired abroad this year. The latest data from the POEA showed that for the period<br />

January-March <strong>20</strong>12, job orders for professional and technical, service and production workers increased<br />

24.6% to <strong>20</strong>0,010 compared with the same period last year. These are mainly intended for employment<br />

opportunities in Saudi Arabia, United Arab Emirates, Qatar, Taiwan, Kuwait, Singapore and Hong Kong,<br />

among others.<br />

Below are the comparative key performance indicators of the Company and its subsidiaries:<br />

Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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 0.06 PHP 0.05<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

47% 9%<br />

Gross Income Revenue less total cost of services (PHP millions) 148.2 165.5<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>12 and March 31, <strong>20</strong>11 are PHP<br />

0.06 and PHP 0.05, respectively.<br />

15


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>12 Mar. 31, <strong>20</strong>11<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 />

0.5% 5%<br />

Return on Assets (ROA) Net income over average total assets during the period 0.2% 2%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 0.46 PHP 3.12<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

-5% 7%<br />

Gross Income Revenue less total cost of services (PHP millions) 21.9 23.7<br />

Lucky Star Management Limited<br />

Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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 />

-7% 19%<br />

Return on Assets (ROA) Net income over average total assets during the period -2% 9%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 3.08) PHP 10.39<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

-14% -29%<br />

Gross Income Revenue less total cost of services (PHP millions) 3.5 6.7<br />

IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />

Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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 />

-96% 5%<br />

Return on Assets (ROA) Net income over average total assets during the period -3% 1%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP <strong>20</strong>,881.96) PHP 1,650.29<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

61% 15%<br />

Gross Income Revenue less total cost of services (PHP millions) 18.4 10.5<br />

I-Remit Australia Pty Ltd<br />

Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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% 0.1%<br />

Return on Assets (ROA) Net income over average total assets during the period 0.04% 0.1%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 2,225.00 PHP 2,433.00<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) 0.05 0.1<br />

Worldwide Exchange Pty Ltd<br />

Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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 />

0.3% -40%<br />

Return on Assets (ROA) Net income over average total assets during the period 0.04% -5%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares PHP 0.13 (PHP 15.52)<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

32% 21%<br />

Gross Income Revenue less total cost of services (PHP millions) 9.2 7.5<br />

I-Remit New Zealand Limited<br />

Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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% 11%<br />

Return on Assets (ROA) Net income over average total assets during the period -14% -6%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 1,908.51) (PHP 719.31)<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

39% 19%<br />

Gross Income Revenue less total cost of services (PHP millions) -0.7 1.4<br />

16


IREMIT <strong>Remittance</strong> Consulting GmbH<br />

Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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 />

-22% 149%<br />

Return on Assets (ROA) Net income over average total assets during the period -4% -22%<br />

Earnings per Share (EPS) Net income over average number of outstanding shares (PHP 35.28) (PHP 180.05)<br />

Sales Growth<br />

Total transaction value in USD in present period over the<br />

previous year<br />

-99% 19%<br />

Gross Income Revenue less total cost of services (PHP millions) 0.03 8.3<br />

Power Star Asia Group Limited<br />

Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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 />

8% 11%<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 22.46 PHP 22.72<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) 17.2 21.7<br />

17


P<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. Bansan C. Choa 706-9999<br />

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

1 2 3 1 A A F S<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 />

COVER SHEET<br />

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

*SGVMC116502*


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 the 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 of<br />

foreign exchange transactions as may be allowed by law and other allied activities relative thereto.<br />

PSAGL, on the other hand, provides financial advisory and other services.<br />

The Group is 28.91% owned by STAR Equities, Inc., 19.34% owned by JTKC Equities, Inc.,<br />

22.27% owned by Surewell Equities, Inc., 3.10% owned by JPSA <strong>Global</strong> Services Co., and the<br />

rest by the public. The Parent Company is the ultimate parent company of the Group.<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>11 <strong>20</strong>10 <strong>20</strong>09<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) 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 <strong>Remittance</strong><br />

Consulting GmbH<br />

Australia Dollar (AUD) 100.00 65.00 65.00<br />

(IRCGmbH)** Austria Euro (EUR) 100.00 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 Hong Kong Dollar (HKD)<br />

Japanese<br />

100.00 100.00 100.00<br />

K.K. Iremit Japan (KKIJ) Japan<br />

Yen (JPY) 100.00 – –<br />

(Forward)<br />

*SGVMC116502*


Associates:<br />

IRemit Singapore Pte Ltd<br />

Country of<br />

Incorporation<br />

- 2 -<br />

Functional<br />

Currency<br />

Effective Percentage of Ownership<br />

December 31<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

(<strong>IS</strong>PL) Singapore<br />

Singapore<br />

Dollar (SGD) 49.00 49.00 49.00<br />

Hwa Kung Hong & Co.,<br />

New Taiwan<br />

Ltd. (HKHCL) Taiwan<br />

Dollar (NTD) 49.00 49.00 49.00<br />

* Consists of direct voting interest of 70.00% and indirect voting interest through IAPL of 30.00%<br />

**<strong>Form</strong>erly IREMIT EUROPE <strong>Remittance</strong> Consulting AG (IERCAG)<br />

On March 25, <strong>20</strong>11, the Parent Company acquired 35.00% ownership interest in WEPL from the<br />

noncontrolling stockholders for a consideration of P=12.30 million. The carrying value of the<br />

noncontrolling interest at acquisition was P=1.09 million. The difference of P=11.21 million<br />

between the consideration paid and the carrying value of the noncontrolling interest was<br />

recognized as equity adjustment and deducted from ‘Capital paid-in excess of par value’. The<br />

acquisition increased the Parent Company’s effective ownership in WEPL to 100.00% from<br />

65.00%.<br />

On May 5, <strong>20</strong>11, the Parent Company acquired the 25.10% ownership interest in IERCAG from<br />

the noncontrolling stockholder for a consideration of P=25.02 million. The carrying value of the<br />

noncontrolling interest at acquisition was P=2.05 million deficit. The difference of P=27.06 million<br />

between the consideration paid and the carrying value of the noncontrolling interest was<br />

recognized as equity adjustment and deducted from ‘Capital paid-in excess of par value’. The<br />

acquisition increased the Parent Company’s ownership interest in IERCAG to 100.00% from<br />

74.90%.<br />

Consequently, on October 11, <strong>20</strong>11, IERCAG changed its legal name to IREMIT <strong>Remittance</strong><br />

Consulting GmbH (IRCGmbH) and changed its legal status from a stock company to a limited<br />

liability company. It also amended its Articles of Incorporation to include management<br />

consultancy in its business activities.<br />

On June 10, <strong>20</strong>11, the Parent Company incorporated KKIJ in Japan to provide remittance services.<br />

KKIJ has not started commercial operations as of March 23, <strong>20</strong>12.<br />

2. Summary of Significant Accounting Policies<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 and presentation currency, and all values are rounded to the nearest peso<br />

except when 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 />

*SGVMC116502*


- 3 -<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 financial statements of subsidiaries are prepared for the same reporting year as the Parent<br />

Company, using consistent accounting policies.<br />

Subsidiaries are all entities over which the Group has the power to govern the financial and<br />

operating policies generally accompanying a shareholding of more than one half of the voting<br />

rights. The existence and effect of potential voting rights that are currently exercisable or<br />

convertible are considered when assessing whether the Group has control over the 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 Group. Control<br />

is achieved when the Group has the power to govern the financial and operating policies of an<br />

entity so as to obtain benefits from its activities. Consolidation of subsidiaries ceases when<br />

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 />

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an<br />

equity transaction. If the Group losses control over the subsidiary, it:<br />

• derecognizes the assets (including goodwill) and liabilities of the subsidiary;<br />

• derecognizes the carrying amount of any noncontrolling 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 />

Business Combinations and Goodwill<br />

Business combinations from January 1, <strong>20</strong>10<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 noncontrolling interest in the acquiree. For each business<br />

combination, the acquirer measures the noncontrolling interest in the acquiree either at fair value<br />

or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred<br />

are 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 />

*SGVMC116502*


- 4 -<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 noncontrolling 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 noncontrolling 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 />

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 />

Noncontrolling Interest<br />

Noncontrolling interest represents the portion of profit or loss and net assets not owned, directly or<br />

indirectly, by the Parent Company.<br />

Noncontrolling 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 equity attributable to the equity holder of the Parent Company’s<br />

shareholders’ equity. Any losses applicable to the noncontrolling interests are allocated against<br />

the interests of the noncontrolling interest even if this results in the noncontrolling interest having<br />

a deficit balance.<br />

*SGVMC116502*


- 5 -<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, Philippine Accounting Standards (PAS)<br />

and Philippine Interpretations which became effective on January 1, <strong>20</strong>11:<br />

• PAS 24 Amendment, Related Party Disclosures<br />

• PAS 32 Amendment, Financial Instruments: Presentation - Classification of Rights Issues<br />

• Philippine Interpretation International Financial Reporting Interpretations Committee (IFRIC)<br />

14 Amendment, Prepayments of a Minimum Funding Requirement<br />

• Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity<br />

Instruments<br />

The adoption of new standards, amendments and interpretations above did not have impact to the<br />

Group except for the adoption of PAS 24 Amendment, Related Party Transactions.<br />

PAS 24 Amendment, Related Party Transactions<br />

PAS 24 clarifies the definitions of a related party. The new definitions emphasize a symmetrical<br />

view of related party relationships and clarify the circumstances in which persons and key<br />

management personnel affect related party relationships of an entity. In addition, the amendment<br />

introduces an exemption from the general related party disclosure requirements for transactions<br />

with government and entities that are controlled, jointly controlled or significantly influenced by<br />

the same government as the reporting entity. The amendment only affects the disclosures and has<br />

no impact on the Group’s financial position or performance.<br />

Improvements to PFRS <strong>20</strong>10<br />

Improvements to PFRSs, an omnibus of amendments to standards, deal primarily with a view to<br />

removing inconsistencies and clarifying wording. There are separate transitional provisions for<br />

each standard. The adoption of the following amendments resulted in changes to accounting<br />

policies but did not have any impact on the financial position or performance of the Group.<br />

PFRS 3, Business Combinations (Revised)<br />

The measurement options available for noncontrolling interest (NCI) were amended. Only<br />

components of NCI that constitute a present ownership interest that entitles their holder to a<br />

proportionate share of the entity’s net assets in the event of liquidation should be measured at<br />

either fair value or at the present ownership instruments’ proportionate share of the acquiree’s<br />

identifiable net assets. All other components are to be measured at their acquisition date fair<br />

value.<br />

The amendments to PFRS 3 are effective for annual periods beginning on or after July 1, <strong>20</strong>11.<br />

The Group, however, adopted these as of January 1, <strong>20</strong>11 and changed its accounting policy<br />

accordingly as the amendment was issued to eliminate unintended consequences that may arise<br />

from the adoption of PFRS 3.<br />

PFRS 7, Financial Instruments - Disclosures<br />

The amendment was intended to simplify the disclosures provided by reducing the volume of<br />

disclosures around collateral held and improving disclosures by requiring qualitative information<br />

to put the quantitative information in context. The Group reflects the revised disclosure<br />

requirements in Note 4.<br />

*SGVMC116502*


- 6 -<br />

PAS 1, Presentation of Financial Statements<br />

The amendment clarifies that an entity may present an analysis of each component of other<br />

comprehensive income maybe either in the statement of changes in equity or in the notes to the<br />

financial statements.<br />

Other amendments resulting from the <strong>20</strong>10 Improvements to PFRSs to the following standards did<br />

not have any impact on the accounting policies, financial position or performance of the Group:<br />

• PFRS 3, Business Combinations (Contingent consideration arising from business combination<br />

prior to adoption of PFRS 3 (as revised in <strong>20</strong>08))<br />

• PFRS 3, Business Combinations (Un-replaced and voluntarily replaced share-based payment<br />

awards)<br />

• PAS 27, Consolidated and Separate Financial Statements<br />

• PAS 34, Interim Financial Statements<br />

The following interpretation and amendments to interpretations did not have any impact on the<br />

accounting policies, financial position or performance of the Group:<br />

• Philippine Interpretation IFRIC 13, Customer Loyalty Programmes (determining the fair value<br />

of award credits)<br />

• Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity<br />

Instruments<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 denominated in foreign currencies are recorded using the exchange rate at the date of<br />

the transaction. Outstanding financial assets and liabilities denominated in foreign currencies are<br />

restated in Philippine pesos based on the Philippine Dealing System (PDS) closing rate prevailing<br />

at the balance sheet date. Exchange differences arising on translation are taken directly to the<br />

consolidated statement of income.<br />

Non-monetary items that are measured in terms of historical cost in a foreign currency are<br />

translated using the exchange rates as at the dates of the initial transactions. Non-monetary items<br />

measured at fair value in a foreign currency are translated using the exchange rates at the date<br />

when the fair value was determined. Any goodwill arising on the acquisition of 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 with functional currency<br />

differs from the Philippine peso are translated into the Parent Company’s presentation currency<br />

(the Philippine peso) at the PDS closing rate prevailing at the balance sheet date, and their income<br />

and expenses are translated using the PDSWAR for the year. Exchange differences arising on<br />

translation are recognized in other comprehensive income. Upon disposal of a foreign entity, the<br />

*SGVMC116502*


- 7 -<br />

deferred cumulative amount previously recognized in other comprehensive income (included<br />

under ‘Cumulative translation adjustment’ in the equity section of the consolidated balance sheet)<br />

relating to the particular foreign operation 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<br />

Initial Recognition<br />

Financial instruments within the scope of PAS 39 are classified as financial assets at FVPL, loans<br />

and receivables, held-to-maturity (HTM) investments, available-for-sale (AFS) investments,<br />

financial liabilities at FVPL and other financial liabilities. The classification of financial<br />

instruments at initial recognition depends on the purpose for which the financial instruments were<br />

acquired and their characteristics. All financial assets and financial liabilities are recognized<br />

initially at fair value plus any directly attributable cost of acquisition or issue, except in the case of<br />

financial assets and financial liabilities at FVPL. Management determines the classification of its<br />

instruments at initial recognition and, where allowed and appropriate, re-evaluates such<br />

designation at every balance sheet date.<br />

Financial instruments are recognized in the consolidated balance sheet when the Group becomes a<br />

party to the contractual provisions of the instrument. In the case of regular way of purchase or<br />

sale of financial assets, recognition and derecognition, as applicable, are done using settlement<br />

date accounting. Settlement date accounting refers to (a) 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.<br />

The subsequent measurement bases for financial instruments depend on its classification.<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the Group has no AFS investments, HTM investments and<br />

financial liabilities at FVPL.<br />

Subsequent Measurement<br />

Financial assets at FVPL<br />

Financial assets at FVPL includes financial assets held for trading (HFT) and financial assets<br />

designated upon initial recognition at fair value through profit or loss. Financial assets are<br />

classified as HFT if they are acquired for the purpose of selling and repurchasing in the near term.<br />

Included in this classification are debt securities which have been acquired principally for trading<br />

purposes.<br />

The Group evaluates its HFT investments to determine whether the intention to sell them in the<br />

near term is still appropriate. When in rare circumstances the Group is unable to trade these<br />

financial assets due to inactive markets and management’s intention to sell them in the foreseeable<br />

future significantly changes, the Group may elect to reclassify these financial assets. The<br />

reclassification to loans and receivables, AFS or HTM depends on the nature of the asset. This<br />

evaluation does not affect any financial assets designated at FVPL using the fair value option at<br />

designation, these instruments cannot be reclassified after initial recognition.<br />

*SGVMC116502*


- 8 -<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 />

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 HFT investments in debt and equity securities.<br />

Loans and Receivables<br />

Loans and 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 amortized<br />

cost 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 EIR method.<br />

Other financial liabilities are classified as current liabilities when the Group expects to settle the<br />

liability within twelve months from the balance sheet date. Otherwise, these are classified as noncurrent<br />

liabilities.<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 />

*SGVMC116502*


- 9 -<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 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 />

*SGVMC116502*


- 10 -<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 />

‘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 />

*SGVMC116502*


- 11 -<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 />

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, as applicable, in the consolidated statement of changes<br />

in equity. Unrealized gains and losses resulting from transactions between the Group and the<br />

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 of associates’. This is the profit attributable to equity holders<br />

of the associate and therefore is profit after tax and noncontrolling interests in the subsidiaries of<br />

the associates.<br />

The financial statements of the associates 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 />

*SGVMC116502*


- 12 -<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 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 />

*SGVMC116502*


- 13 -<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 />

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 over the fair value<br />

of their identifiable net assets at the date of acquisition of IRCL, IGRL, IAPL, LSML and WEPL<br />

(see Note 13). Following initial recognition, goodwill is measured at cost less any accumulated<br />

impairment losses. Goodwill is reviewed for impairment annually (see accounting policy on<br />

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 and<br />

its value in use and is determined for an individual asset, unless the asset does not generate cash<br />

inflows that are largely independent of those from other assets or groups of assets, in which case<br />

the recoverable amount is assessed as part of the CGU to which it belongs. Where the carrying<br />

amount of an asset (or CGU) exceeds its recoverable amount, the asset (or CGU) is considered<br />

impaired and is written down to its recoverable amount. In assessing value in use, the estimated<br />

future cash flows are discounted to their present value using a pre-tax discount rate that reflects<br />

current market assessments of the time value of money and the risks specific to the asset (or<br />

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 />

*SGVMC116502*


- 14 -<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 />

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 />

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the<br />

Group and the revenue can be reliably measured. The Group assesses its revenue arrangements<br />

against specific criteria in order to determine if it is acting as principal or agent. The following<br />

specific recognition criteria must also be met before revenue is recognized:<br />

Delivery fees<br />

Revenue from delivery fees is recognized as the service is rendered net of amounts payable to<br />

principals (i.e., partner remittance companies) for fees billed on their behalf.<br />

Service revenue<br />

Service revenue is recognized when the service is rendered.<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 rate (EIR) method.<br />

The EIR method is a method of calculating the amortized cost of a financial asset or a financial<br />

liability and allocating the interest income or interest expense over the relevant period. The EIR is<br />

the rate that exactly discounts estimated future cash payments or receipts throughout the expected<br />

life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of<br />

the financial asset or financial liability. When calculating the EIR, the Group estimates cash flows<br />

from the financial instrument (for example, prepayment options) but does not consider future<br />

credit losses. The calculation includes all fees and points paid or received between parties to the<br />

contract that are an integral part of the EIR, transaction costs and all other premiums or discounts.<br />

*SGVMC116502*


- 15 -<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 />

Other income<br />

Other income from processing remittance is recognized as the service is rendered.<br />

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 />

*SGVMC116502*


- 16 -<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 />

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 over the lock-up period of two (2) years. The cumulative expense recognized for equitysettled<br />

transactions at each balance sheet date until the vesting date reflects the extent to which the<br />

vesting period has expired and the Group’s best estimate of the number of equity instruments that<br />

will ultimately vest. The expense in the consolidated statement of income for the period<br />

represents the movement in cumulative expense recognized at the beginning and end of the period.<br />

*SGVMC116502*


- 17 -<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 />

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 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 />

Discontinued Operations<br />

A discontinued operation is a component of the Group’s business that represents a separate major<br />

line of business or geographical area of operations that had been disposed of or is held for sale, or<br />

is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued<br />

operation occurs upon disposal or when the operation meets the criteria to be classified as held for<br />

sale, if earlier. When an operation is classified as a discontinued operation, the comparative<br />

consolidated statement of income are re-presented as if the operation had been discontinued from<br />

the start of the comparative period. In the consolidated statement of income of the reporting<br />

period, and of the comparable period of the previous year, income and expenses from<br />

*SGVMC116502*


- 18 -<br />

discontinued operations are reported separately from normal income and expenses down to the<br />

level of profit after taxes. The resulting profit or loss (after taxes) is reported separately in the<br />

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 issuance of equity, such as<br />

underwriting, accounting and legal fees, printing costs and taxes are charged 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 to profit or loss.<br />

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an<br />

equity transaction. The excess of acquisition cost over the carrying value of the noncontrolling<br />

interest is charged against the ‘Capital paid-in excess of par value’.<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 />

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 attributable to the<br />

equity holders of the Parent Company by the weighted average number of common shares issued<br />

and outstanding during the year, after giving retroactive effect to any stock dividends or stock<br />

splits, if any, declared during the year. Diluted EPS is computed by dividing net income<br />

applicable to common stockholders attributable to equity holder of the Parent Company by the<br />

weighted average number of common shares issued and outstanding during the year after giving<br />

effect to assumed conversion of dilutive potential common shares.<br />

The weighted average number of ordinary shares outstanding during the period is the number of<br />

ordinary shares outstanding at the beginning of the period, adjusted by the number of ordinary<br />

shares bought back or issued during the period multiplied by a time-weighting factor. The timeweighting<br />

factor is the number of days that the shares are outstanding as a proportion of the total<br />

number of days in the period; a reasonable approximation of the weighted average is adequate in<br />

many circumstances.<br />

Dividends<br />

Cash 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. Stock dividends<br />

are deducted from equity when declared and approved by the BOD and stockholders of the Parent<br />

Company.<br />

*SGVMC116502*


- 19 -<br />

Related party relationships and 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 />

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 consolidated financial<br />

statements when material.<br />

Segment Reporting<br />

The Group’s operating businesses are organized and managed separately within a particular<br />

economic environment or geographical area, with each segment representing a strategic business<br />

unit which is subject to risks and rewards that are different from those of other segments.<br />

Financial information on business segments is presented in Note 27.<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 />

position and performance.<br />

Effective in <strong>20</strong>12<br />

PFRS 7 Amendments, Financial Instruments: Disclosures - 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 />

*SGVMC116502*


- <strong>20</strong> -<br />

PAS 12 Amendment, Income Taxes - 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>13<br />

PAS 1, Financial Statement Presentation – Presentation of Items of Other Comprehensive Income<br />

(OCI)<br />

The amendment effective for annual periods beginning or after July 1, <strong>20</strong>12, changes the grouping<br />

of items presented in OCI. Items that could be reclassified (or “recycled”) to profit or loss at a<br />

future point in time would be presented separately from items that will never be reclassified.<br />

PAS 27 Revised, Separate Financial Statements<br />

The revised PAS 27 is effective for annual periods beginning on or after January 1, <strong>20</strong>13. It<br />

establishes that as a consequence of the new PFRS 10, Consolidated Financial Statement and<br />

PFRS 12, Disclosure of Interests in Other Entities, what remains of PAS 27 is limited to<br />

accounting for subsidiaries, jointly controlled entities, and associates in separate financial<br />

statements.<br />

PFRS 7 Revised, Financial Instruments: Disclosures – Offsetting Financial Assets and Financial<br />

Liabilities<br />

The revised PFRS 7 effective for annual periods beginning on or after January 1, <strong>20</strong>13, requires an<br />

entity to disclose information about rights of set-off and related arrangements (such as collateral<br />

agreements). The new disclosures are required for all recognized financial instruments that are set<br />

off in accordance with PAS 32. These disclosures also apply to recognized financial instruments<br />

that are subject to an enforceable master netting arrangement or ‘similar agreement’, irrespective<br />

of whether they are set-off in accordance with PAS 32.<br />

PFRS 10, Consolidated Financial Statements<br />

The standard, effective for annual periods beginning on or after January 1, <strong>20</strong>13, establishes<br />

principles for the presentation and preparation of consolidated financial statements when an entity<br />

controls one or more other entities. The Group will assess the impact of the amendment on its<br />

financial position and performance when they become effective.<br />

PFRS 11, Joint Arrangements<br />

PFRS 11 provides for a more realistic reflection of joint arrangements by focusing on the rights<br />

and obligations of the arrangement, rather than its legal form. The standard addresses<br />

inconsistencies in the reporting of joint arrangements by requiring a single method to account for<br />

interests in jointly controlled entities. The standard is effective for annual periods beginning on or<br />

after January 1, <strong>20</strong>13.<br />

PFRS 12, Disclosure of Interests in Other Entities<br />

PFRS 12 is a new and comprehensive standard on disclosure requirements for all forms of<br />

interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated<br />

structured entities. The standard is effective for annual periods beginning on or after January 1,<br />

<strong>20</strong>13. The Group will assess the impact of the amendment on its financial position and<br />

performance when they become effective.<br />

*SGVMC116502*


- 21 -<br />

PFRS 13, Fair Value Measurement<br />

This standard represents the completion of the joint project to establish a single source for the<br />

requirements on how to measure fair value under PFRS. This standard does not change when an<br />

entity is required to use fair value, but rather, describes how to measure fair value under PFRS,<br />

when fair value is required or permitted to be used. This standard is effective for annual periods<br />

beginning on or after January 1, <strong>20</strong>13. The Group will assess the impact of the amendment on its<br />

financial position and performance when they become effective.<br />

PAS 19 Amendments, Employee Benefits - Defined Benefit Plans<br />

The amendments focus on the following key areas: the elimination of the option to defer the<br />

recognition of gains and losses resulting from defined benefit plans (the corridor approach); the<br />

elimination of options for the presentation of gains and losses relating to those plans; and the<br />

improvement of disclosure requirements that will better show the characteristics of defined benefit<br />

plans and the risks arising from those plans. The amendments to the recognition, presentation and<br />

disclosure requirements will ensure that the financial statements provide investors and other users<br />

with a clear picture of an entity’s commitments resulting from defined benefit plans. The<br />

amendments to PAS 19 are effective for annual periods beginning on or after January 1, <strong>20</strong>13.<br />

The Group will assess the impact of the amendment on its financial position and performance<br />

when they become effective.<br />

Effective <strong>20</strong>14<br />

PAS 32 Amendment, Financial Instruments: Presentation – Offsetting Financial Assets and<br />

Financial Liabilities<br />

The amendment to PAS 32 is effective for annual periods beginning on or after January 1, <strong>20</strong>14.<br />

This clarifies the meaning of “currently has a legally enforceable right to set-off” and the<br />

application of the PAS 32 offsetting criteria to settlement systems (such as central clearing house<br />

systems) which apply gross settlement mechanisms that are not simultaneous.<br />

Effective <strong>20</strong>15<br />

PFRS 9, Financial Instruments: Classification and Measurement<br />

The standard is effective for annual periods beginning on or after January 1, <strong>20</strong>15. It reflects the<br />

first phase on the replacement of PAS 39, Financial Instruments: Recognition and Measurement<br />

and applies to classification and measurement of financial assets and financial liabilities as defined<br />

in PAS 39. The Group will assess the impact of the amendment on its financial position and<br />

performance when they become effective.<br />

Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate<br />

This Interpretation, effective for annual periods beginning on or after January 1, <strong>20</strong>15, covers<br />

accounting for revenue and associated expenses by entities that undertake the construction of real<br />

estate directly or through subcontractors. The Interpretation requires that revenue on construction<br />

of real estate be recognized only upon completion, except when such contract qualifies as<br />

construction contract to be accounted for under PAS 11, Construction Contracts, or involves<br />

rendering of services in which case revenue is recognized based on stage of completion. Contracts<br />

involving provision of services with the construction materials and where the risks and reward of<br />

ownership are transferred to the buyer on a continuous basis will also be accounted for based on<br />

stage of completion.<br />

*SGVMC116502*


- 22 -<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 />

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 those of the Parent Company’s subsidiaries<br />

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 fair values of financial assets and financial liabilities of the<br />

Group are disclosed in 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 that it has not acquired the significant risks and rewards of ownership<br />

of the leased properties and so account for the contracts as operating leases.<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 />

*SGVMC116502*


- 23 -<br />

d. Discontinued Operations<br />

Management has assessed that the Italy operations disposed by IRCGmbH in <strong>20</strong>11 constitutes<br />

a disposal group as its business operations and cash flows can be clearly distinguished<br />

operationally (see Note 28).<br />

e. 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 />

f. 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 />

g. 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 />

(e.g., 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 />

*SGVMC116502*


- 24 -<br />

As of December 31, <strong>20</strong>11, accounts receivable and other receivables are carried in the<br />

consolidated balance sheet at P=0.93 billion and P=0.11 billion, respectively (see Notes 8 and 9).<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=0.08 billion, respectively. The Group has<br />

assessed that there is no need to recognize impairment losses on its receivables as of<br />

December 31, <strong>20</strong>11 and <strong>20</strong>10.<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 />

• 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 />

*SGVMC116502*


- 25 -<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, 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>11 <strong>20</strong>10<br />

Investments in associates (Note 11) P=23,064,091 P=<strong>20</strong>,932,236<br />

Property and equipment - net (Note 12) 19,<strong>20</strong>7,458 27,013,308<br />

Goodwill (Note 13) 92,655,340 93,092,118<br />

Software costs - net (Note 14) 1,450,944 2,081,746<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 (see Note 2).<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the carrying values of Property and equipment and<br />

Software costs follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Property and equipment (Note 12) P=19,<strong>20</strong>7,458 P=27,013,308<br />

Software costs (Note 14) 1,450,944 2,081,746<br />

In <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, the Group recognized depreciation and amortization in the<br />

consolidated statements of income amounting to P=13.27 million, P=14.07 million and<br />

P=14.22 million, respectively.<br />

d. Recognition of deferred tax assets<br />

The Group reviews the carrying amounts of deferred tax assets at each balance sheet date and<br />

reduces it to the extent that it is no longer probable that sufficient taxable income will be<br />

available to allow all or part of the deferred tax assets to be utilized. Significant judgment is<br />

required to determine the amount of deferred tax assets that can be recognized, based upon the<br />

likely timing and level of future taxable income together with future tax planning strategies.<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the Group’s recognized deferred tax assets amounted to<br />

P=4.98 million and P=4.23 million, respectively. As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the<br />

Group’s recognized deferred tax liabilities amounted to P=31,969 and P=29,765, respectively.<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the Parent Company did not recognize net deferred tax<br />

assets on existing deductible temporary differences amounting to P=2.80 million and<br />

P=2.85 million, respectively. Management believes that it is not highly probable that these<br />

temporary differences will be realized in the future (see Note 25).<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 />

*SGVMC116502*


- 26 -<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>11 and <strong>20</strong>10, the Group recognized retirement asset of<br />

P=0.37 million and retirement liability of P=0.78 million, respectively. In <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09,<br />

the Group recognized retirement expense amounting to P=5.75 million, P=2.38 million and<br />

P=3.02 million, respectively (see Note 18).<br />

f. Share-based payment transactions<br />

The Group determined the cost of its equity-settled share based 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 yearend, 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 in <strong>20</strong>09 (see Note 19). The vesting period of the stock purchase<br />

program ended on September 19, <strong>20</strong>09.<br />

4. Fair Value Measurement<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>11 <strong>20</strong>10<br />

Carrying Value Fair Value Carrying Value Fair Value<br />

Financial Assets<br />

Financial assets at FVPL<br />

Debt securities P=112,624,807 P=112,624,807 P=102,905,294 P=102,905,294<br />

Equity securities<br />

Loans and receivables:<br />

Cash and cash equivalents<br />

12,601,457 12,601,457 – –<br />

Cash on hand 47,998,476 47,998,476 52,322,332 52,322,332<br />

Cash in banks 806,000,555 806,000,555 821,315,584 821,315,584<br />

Short-term deposits<br />

Accounts receivable<br />

37,236,592 37,236,592 10,180,031 10,180,031<br />

Agents 930,022,937 930,022,937 1,025,016,072 1,025,016,072<br />

Couriers<br />

Other receivables<br />

3,523,052 3,523,052 34,283,<strong>20</strong>1 34,283,<strong>20</strong>1<br />

Nontrade receivable 72,432,683 72,432,683 – –<br />

Related parties 25,0<strong>20</strong>,726 25,0<strong>20</strong>,726 26,992,977 26,992,977<br />

Officers and employees 9,514,306 9,514,306 9,686,457 9,686,457<br />

Interest receivable 3,624,850 3,624,850 3,512,291 3,512,291<br />

Noncontrolling shareholders – – 39,981,243 39,981,243<br />

Others<br />

Other noncurrent assets:<br />

3,838,695 3,838,695 3,267,906 3,267,906<br />

Refundable deposits 17,291,585 17,018,242 14,099,442 12,755,091<br />

Total<br />

Other Financial Liabilities<br />

Beneficiaries and other payables:<br />

P=2,081,730,721 P=2,081,457,378 P=2,143,562,830 P=2,142,218,479<br />

Beneficiaries P=155,140,304 P=155,140,304 P=144,960,550 P=144,960,550<br />

Agents, couriers and trading clients 65,550,071 65,550,071 44,773,236 44,773,236<br />

Accrued expenses 14,801,411 14,801,411 2,701,805 2,701,805<br />

Payable to suppliers 1,391,836 1,391,836 2,958,634 2,958,634<br />

Advances from related parties – – 1,431,156 1,431,156<br />

Others – – 5,165 5,165<br />

Interest-bearing loans 666,000,000 666,000,000 877,000,000 877,000,000<br />

Total P=902,883,622 P=902,883,622 P=1,073,830,546 P=1,073,830,546<br />

*SGVMC116502*


- 27 -<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 - fair values are based on the present value of future cash flows discounted<br />

using prevailing interest rates ranging from 2.71% to 8.00% and 4.05% to 10.19% as at<br />

December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively.<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 />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the financial instruments carried at fair value only pertains to<br />

the Group’s financial assets at FVPL, which consist of investments in debt and equity securities<br />

(see Note 7). The fair values of these debt and equity securities are based on quoted prices<br />

(Level 1). There were no transfers between Level 1 and Level 2 fair value measurements, and no<br />

transfers into and out of Level 3 fair value measurement in <strong>20</strong>11 and <strong>20</strong>10.<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 />

*SGVMC116502*


- 28 -<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 />

within the agreed credit terms, otherwise, the fulfillment or delivery of their remittance<br />

transactions will be put on hold; (c) evaluation of individual potential partners and preferred<br />

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

partners’ businesses which assures the Group of the financial soundness of their partner firms; and<br />

(d) receivable balances are monitored daily by the regional managers with the result that the<br />

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 />

The table below shows the maximum credit exposure of the Group per account classification as of<br />

December 31, <strong>20</strong>11 and <strong>20</strong>10 (see Notes 6, 7, 8, 9 and 14):<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Financial assets at FVPL P=125,226,264 P=102,905,294<br />

Loans and receivables:<br />

Cash and cash equivalents* 843,237,147 831,495,615<br />

Accounts receivable 933,545,989 1,059,299,273<br />

Other receivables<br />

Nontrade receivable 72,432,683 −<br />

Related parties 25,0<strong>20</strong>,726 26,992,977<br />

Officers and employees 9,514,306 9,686,457<br />

Interest receivable 3,624,850 3,512,291<br />

Noncontrolling shareholders – 39,981,243<br />

Others 3,838,695 3,267,906<br />

Other noncurrent assets<br />

Refundable deposits 17,291,585 14,099,442<br />

P=2,033,732,245 P=2,091,240,498<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>11 and <strong>20</strong>10:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Asia Pacific P=1,742,418,296 P=1,869,788,619<br />

Middle East 108,885,265 106,023,556<br />

North America 74,982,548 58,180,050<br />

Europe 107,446,136 57,248,273<br />

Total P=2,033,732,245 P=2,091,240,498<br />

The Group classifies its neither past due nor impaired receivables as high grade. High grade<br />

financial assets includes instruments with credit ratings of excellent, strong, good, or satisfactory,<br />

wherein the borrower has a low probability of default and could withstand the normal business<br />

cycle. Financial assets at FVPL are also assessed as high grade since these are issued by reputable<br />

companies.<br />

*SGVMC116502*


- 29 -<br />

As at December 31, <strong>20</strong>11, the Group has past due but not impaired receivables from agents<br />

amounting to P=8.77 million. These receivables have been outstanding for more than six months<br />

but less than one year. No impairment was recognized relative to these receivables. There are no<br />

past due but not impaired receivables as of December 31, <strong>20</strong>10.<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 />

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>11 and <strong>20</strong>10, and their PHP equivalent.<br />

<strong>20</strong>11<br />

Cash and Cash<br />

PHP<br />

Currency<br />

Equivalents Receivables Payables Total Equivalent<br />

CAD 1,774,317 2,993,761 (52,132) 4,715,946 P=<strong>20</strong>1,888,510<br />

EUR 1,079,751 370,790 (58,<strong>20</strong>3) 1,392,338 78,985,839<br />

HKD 12,632,975 10,000 (106,006) 12,536,969 70,680,963<br />

SGD 440,811 1,628,629 – 2,069,440 69,903,060<br />

AUD 792,392 765,809 (45,767) 1,512,434 66,901,848<br />

USD 1,263,619 246,093 – 1,509,712 66,185,751<br />

GBP 166,587 851,560 (23,301) 994,846 67,396,873<br />

NTD – <strong>20</strong>,248,641 – <strong>20</strong>,248,641 29,<strong>20</strong>5,344<br />

NZD 128,013 268,978 (5,630) 391,361 13,192,<strong>20</strong>5<br />

QAR 275 – – 275 3,311<br />

Net exposure P=664,343,704<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 />

EUR 1,303,292 360,688 (96,888) 1,567,092 90,850,617<br />

HKD 5,410,983 14,370,305 (154,859) 19,626,429 110,564,310<br />

SGD 89,587 1,254,112 – 1,343,699 45,565,156<br />

AUD 470,898 718,244 (14,991) 1,174,151 52,360,146<br />

USD 1,026,855 901,651 – 1,928,506 84,545,703<br />

GBP 153,415 570 (25,738) 128,247 8,715,<strong>20</strong>2<br />

NTD – 23,731,378 – 23,731,378 35,581,1<strong>20</strong><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 />

*SGVMC116502*


- 30 -<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>11<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 />

CAD +2.81 P= 10,959,401 -1.60 (P= 6,238,760)<br />

EUR +7.36 9,585,817 -0.25 (324,<strong>20</strong>5)<br />

SGD +1.95 4,038,058 -0.66 (1,363,182)<br />

AUD +2.95 3,715,845 -2.94 (3,714,735)<br />

GBP +4.40 3,573,796 -1.06 (856,884)<br />

NTD +0.10 1,985,663 -0.12 (2,434,616)<br />

USD +0.91 1,373,837 -1.94 (2,928,840))<br />

NZD +3.50 1,099,962 -2.44 (766,071)<br />

HKD +0.11 169,062 -0.26 (399,917)<br />

QAR +0.24 66 -0.53 (147)<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 />

CAD +1.75 P=6,041,607 -2.09 (P=7,215,405)<br />

EUR +8.87 7,430,736 -3.04 (2,546,724)<br />

SGD +0.32 429,984 -1.87 (2,512,717)<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 />

NTD +0.01 237,314 -0.12 (2,847,765)<br />

USD +3.55 6,846,196 -1.61 (3,104,895)<br />

NZD +1.03 226,486 -3.09 (679,457)<br />

HKD +0.41 637,042 -0.08 (124,301)<br />

QAR +1.73 476 -4.08 (1,122)<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 />

Change in nominal<br />

foreign currency<br />

<strong>20</strong>11<br />

Change in nominal<br />

foreign currency<br />

Effect on<br />

Effect on<br />

Currency<br />

exchange rate<br />

equity exchange rate<br />

equity<br />

HKD +0.11 P=5,233,309 -0.26 (P=12,369,640)<br />

CAD +2.81 2,386,352 -1.60 (1,358,777)<br />

EUR +7.36 1,578,924 -0.25 (53,632)<br />

NZD +3.50 (955,612) -2.44 666,198<br />

AUD +2.95 600,471 -2.94 (598,435)<br />

GBP +4.40 (12,964) -1.06 3,123<br />

*SGVMC116502*


- 31 -<br />

Change in nominal<br />

<strong>20</strong>10<br />

Change in nominal<br />

foreign currency<br />

Effect on foreign currency<br />

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 />

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 />

GBP +8.01 355,672 -3.57 (158,5<strong>20</strong>)<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>11 and <strong>20</strong>10, 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 />

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>11<br />

and <strong>20</strong>10. There is no impact on the Group’s equity other than those already affecting the profit or<br />

loss.<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Increase in Sensitivity of Increase in Sensitivity of<br />

basis points trading gains basis points trading gains<br />

USD Interest Rate +50bps (2,016,773) +50bps (1,495,140)<br />

USD Interest Rate -50bps 2,099,428 -50bps 1,226,880<br />

Equity Price Risk<br />

Equity price risk is the risk to earnings or capital arising from changes in stock exchange indices<br />

relating to its quoted equity securities. The Group’s exposure to equity price risk relates primarily<br />

to its investments in equity securities.<br />

The Group’s policy is to maintain the risk to an acceptable level. Movement of share price is<br />

monitored regularly to determine impact on its consolidated balance sheet.<br />

Based on the historical movement of the stock exchange index, management’s assessment of<br />

reasonable possible change was determined to be an increase (decrease) of 5.00% in <strong>20</strong>11,<br />

resulting to a possible effect of increase (decrease) of P=0.63 million in the <strong>20</strong>11consolidated<br />

statement of income.<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 />

*SGVMC116502*


- 32 -<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>11 and <strong>20</strong>10, the Parent Company has unused credit facilities<br />

amounting to P=1.48 billion and P=1.02 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 />

<strong>20</strong>11<br />

Less than 5 days 5 to 30 days 30 to 60 days<br />

Over 60 days<br />

but less than<br />

one year Total<br />

Financial assets<br />

Cash and cash equivalents<br />

Financial assets at fair value through<br />

P=853,999,031 P=37,236,592 P=– P=– P=891,235,623<br />

profit or loss – – 125,226,264<br />

– 125,226,264<br />

Accounts receivable 921,249,158 – 3,523,052 8,773,779 933,545,989<br />

P=1,775,248,189 P=37,236,592 P=128,749,316 P=8,773,779 P=1,950,007,876<br />

Financial liabilities<br />

Beneficiaries and other payables:<br />

Beneficiaries P=155,140,304 P=– P=– P=– P=155,140,304<br />

Agents, couriers and trading clients 65,550,071 – – – 65,550,071<br />

Accrued expenses – – 14,801,411 – 14,801,411<br />

Advances from related parties – – – – –<br />

Payable to suppliers – – 1,391,836 – 1,391,836<br />

Others – – − – −<br />

Interest-bearing loans 95,050,139 571,866,010 – – 666,916,149<br />

P=315,740,514 P=571,866,010 P=16,193,247 P=– P=903,799,771<br />

<strong>20</strong>10<br />

Less than 5 days 5 to 30 days 30 to 60 days<br />

Over 60 days<br />

but less than<br />

one year Total<br />

Financial assets<br />

Cash and cash equivalents<br />

Financial assets at fair value through<br />

P=873,637,916 P=10,180,031 P=– P=– P=883,817,947<br />

profit or loss – – 102,905,294<br />

– 102,905,294<br />

Accounts receivable 1,025,016,072 – 34,283,<strong>20</strong>1 – 1,059,299,273<br />

P=1,898,653,988 P=10,180,031 P=137,188,495 P=– P=2,046,022,514<br />

Financial liabilities<br />

Beneficiaries and other payables:<br />

Beneficiaries P=144,960,550 P=– P=– P=– P=144,960,550<br />

Agents, couriers and trading 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 from 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=– P=1,075,181,129<br />

*SGVMC116502*


6. Cash and Cash Equivalents<br />

This account consists of:<br />

- 33 -<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Cash on hand P=47,998,476 P=52,322,332<br />

Cash in banks (Note 24) 806,000,555 821,315,584<br />

Short-term deposits 37,236,592 10,180,031<br />

P=891,235,623 P=883,817,947<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>11, <strong>20</strong>10 and <strong>20</strong>09, interest income amounted to P=3.14 million, P=3.47 million and<br />

P=7.90 million, respectively.<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>11 December 31, <strong>20</strong>10<br />

Amount PHP equivalent Amount PHP equivalent<br />

CAD 1,774,317 P=75,958,092 1,109,576 P=48,629,219<br />

HKD 12,609,757 71,222,227 5,410,983 30,482,448<br />

EUR 1,079,751 61,253,141 1,303,292 75,557,071<br />

USD 1,263,619 55,397,074 1,026,855 45,017,323<br />

AUD 792,392 35,051,104 470,898 <strong>20</strong>,999,248<br />

SGD 440,811 14,890,037 89,587 3,037,917<br />

GBP 166,587 11,285,606 153,415 10,425,529<br />

NZD 128,013 4,315,137 128,277 4,296,479<br />

QAR 275 3,311 275 3,312<br />

P=329,375,729 P=238,448,546<br />

Cash in banks earn interest rates in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09 ranging as follows for:<br />

PHP-Denominated 0.50% to 2.00%<br />

Foreign Currency-Denominated 0.25% to 0.50%<br />

7. Financial Assets at Fair Value Through Profit or Loss<br />

This account consists of:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Debt securities P=112,624,807 P=102,905,294<br />

Equity securities 12,601,457 –<br />

P=125,226,264 P=102,905,294<br />

Debt securities are bonds issued by various foreign private corporations and foreign government<br />

and are listed overseas. As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the carrying amount includes net<br />

unrealized gain of P=0.01 million and P=0.57 million, respectively. Interest income earned in <strong>20</strong>11,<br />

<strong>20</strong>10 and <strong>20</strong>09 amounted to P=10.72 million, P=9.04 million and P=7.28 million, respectively.<br />

*SGVMC116502*


- 34 -<br />

Equity securities are common shares of various foreign corporations. As of December 31, <strong>20</strong>11,<br />

the carrying amount includes net unrealized loss of P=3.37 million.<br />

Gains and losses from fair value changes of financial assets at FVPL are included in ‘Net trading<br />

gains’ in the consolidated statements of income.<br />

8. Accounts Receivable<br />

This account consists of receivables from:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Agents P=930,022,937 P=1,025,016,072<br />

Couriers 3,523,052 34,283,<strong>20</strong>1<br />

P=933,545,989 P=1,059,299,273<br />

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.<br />

Receivables from couriers pertain to advances made to the courier companies to ease up the doorto-door<br />

delivery of the remittances to the beneficiaries. These are settled within 30 to 60 days<br />

from transaction date.<br />

9. Other Receivables<br />

Other receivables consist of:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Nontrade receivable P=72,432,683 P=–<br />

Related parties (Note 24) 25,0<strong>20</strong>,726 26,992,977<br />

Officers and employees 9,514,306 9,686,457<br />

Interest receivable 3,624,850 3,512,291<br />

Noncontrolling shareholders – 39,981,243<br />

Others 3,838,694 3,267,906<br />

P=114,431,259 P=83,440,874<br />

Nontrade receivable pertains to the receivable from the sale of various assets of IRCGmbH related<br />

to the discontinued operations in Italy (see Note 28). The receivable was subsequently collected in<br />

March <strong>20</strong>12.<br />

The amounts due from noncontrolling shareholders pertain to the noncontrolling shareholders of<br />

IRCGmbH and WEPL. In <strong>20</strong>11, the Parent Company acquired additional interest in IRCGmbH<br />

and WEPL and the receivables amounting to P=12.30 million and P=25.01 million, respectively,<br />

were applied against the acquisition costs (see Note 1). The remaining balance of P=2.67 million,<br />

was subsequently collected in July <strong>20</strong>11.<br />

Advances to officers and employees are non-interest bearing and are due on demand.<br />

*SGVMC116502*


10. Other Current Assets<br />

This account consists of:<br />

- 35 -<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Receivable from Bureau of Internal Revenue (BIR) P=13,160,535 P=13,160,535<br />

Prepaid expenses 9,907,410 14,882,159<br />

Visa cards inventory 3,371,662 8,054,2<strong>20</strong><br />

Advances to suppliers and contractors 1,087,500 50,000<br />

Refundable taxes 1,<strong>20</strong>8,422 –<br />

Office supplies 190,328 199,689<br />

Creditable withholding tax 2,979 −<br />

P=28,928,836 P=36,346,603<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>11, 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 />

Prepaid expenses include prepayments for interest, rent, association dues and insurance.<br />

Refundable taxes pertain to the advance income taxes paid by LSML at the beginning of the year<br />

based on the tax assessment on the projected income. In <strong>20</strong>11, LSML operations resulted to a loss<br />

making the advance tax payments either refundable or applicable to other tax obligations.<br />

11. Investments in Associates<br />

The Parent Company’s investments in associates consist of the following:<br />

<strong>20</strong>11 <strong>20</strong>10<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 />

16,173,974 16,173,974<br />

Accumulated equity in net earnings:<br />

Balance at beginning of year 4,758,262 2,850,188<br />

Equity in net earnings during the year 2,131,855 2,504,455<br />

Dividends – (596,381)<br />

Balance at end of year 6,890,117 4,758,262<br />

P=23,064,091 P=<strong>20</strong>,932,236<br />

Acquisition of associates<br />

HKHCL<br />

On July 1, <strong>20</strong>09, the Parent Company acquired 49.00% ownership interest in HKHCL, for a<br />

consideration of NTD2.45 million (P=3.57 million). HKHCL is a remittance business based in<br />

Taiwan.<br />

*SGVMC116502*


- 36 -<br />

<strong>IS</strong>PL<br />

On 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 for a consideration of P=12.60 million. <strong>IS</strong>PL is a remittance<br />

business based in Singapore.<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>11 and <strong>20</strong>10:<br />

<strong>20</strong>11<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=26,875 P=23,906 P=19,340 P=13,151 P=1,223<br />

<strong>IS</strong>PL 73,254 49,703 55,924 31,894 3,127<br />

P=100,129 P=73,609 P=75,264 P=45,045 P=4,350<br />

<strong>20</strong>10<br />

Balance Sheets Statements of Income<br />

Total<br />

Gross<br />

Assets Total Liabilities Revenue<br />

(In thousands)<br />

Income Net Income<br />

HKHCL P=24,398 P=22,561 P=21,010 P=14,287 P=359<br />

<strong>IS</strong>PL 61,<strong>20</strong>9 40,638 56,130 33,198 4,754<br />

P=85,607 P=63,199 P=77,140 P=47,485 P=5,113<br />

<strong>20</strong>09<br />

Balance Sheets Statements of Income<br />

Total<br />

Gross Net Income<br />

Assets Total Liabilities Revenue<br />

(In thousands)<br />

Income (Loss)<br />

HKHCL P=74,159 P=42,914 P=38,046 P=37,708 P=13,027<br />

<strong>IS</strong>PL 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 Deliver<br />

Equipment<br />

<strong>20</strong>11<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of year P=43,553,651 P=7,002,071 P=10,147,352 P=30,636,325 P=91,339,399<br />

Additions 5,425,325 35,315 473,849 1,175,690 7,110,179<br />

Disposals (2,711,355) – (1,518,214) (1,984,214) (6,213,783)<br />

Exchange adjustments 194,442 1,073 (23,832) (132,178) 39,505<br />

Balance at end of year 46,462,063 7,038,459 9,079,155 29,695,623 92,275,300<br />

Accumulated Depreciation and<br />

Amortization<br />

Balance at beginning of year 33,075,135 3,046,690 6,497,396 21,706,870 64,326,091<br />

Depreciation and amortization 5,889,913 1,329,460 962,326 3,079,596 11,261,295<br />

Disposals (738,675) – (776,847) (628,335) (2,143,857)<br />

Exchange adjustments (131,317) 74 (16,230) (228,214) (375,687)<br />

Balance at the end of the year 38,095,056 4,376,224 6,666,645 23,929,917 73,067,842<br />

Net Book Value at End of Year 8,367,007 2,662,235 2,412,510 5,765,706 19,<strong>20</strong>7,458<br />

*SGVMC116502*


Office and<br />

Communication<br />

Equipment<br />

- 37 -<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 />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, 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 />

Consolidated<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Property and equipment - net P=11,261,295 P=12,544,844 P=12,554,531<br />

Software costs - net (Note 14) 2,006,374 1,525,7<strong>20</strong> 1,665,896<br />

P=13,267,669 P=14,070,564 P=14,2<strong>20</strong>,427<br />

Depreciation and amortization amounting to P=1.76 million and P=0.80 million pertains to the<br />

discontinued operations in Italy for the years ended December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively<br />

(see Note 28).<br />

13. Goodwill<br />

Movements in goodwill follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year P=93,092,118 P=97,582,106<br />

Foreign exchange adjustment (436,778) (4,489,988)<br />

Balance at end of year P=92,655,340 P=93,092,118<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 />

*SGVMC116502*


- 38 -<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 />

On March 25, <strong>20</strong>11, the Parent Company’s BOD approved the acquisition of another 35.00%<br />

ownership interest in WEPL for a consideration of AUD0.27 million (P=12.30 million). As<br />

discussed in Note 1, WEPL is effectively 100.00% owned by the Parent Company through its<br />

direct interest of 70.00% 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, 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 noncontrolling stockholder in IRCL was transferred to the<br />

Parent 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 noncontrolling stockholder for a consideration of P=3.10 million taking its<br />

ownership in IRCL to 100.00%. Accordingly on June 29, <strong>20</strong>07, IRCL’s noncontrolling<br />

stockholder executed a deed of assignment to transfer the ownership interest to the Parent<br />

Company. Under the deed of assignment, the existing advances by the Parent Company to a<br />

certain stockholder was applied as payment for the purchase of IRCL. The fair value of the net<br />

assets of IRCL at acquisition date was P=11.50 million, and the fair value of the additional interest<br />

acquired was P=0.57 million. The difference of P=2.53 million between the consideration paid and<br />

the noncontrolling interest acquired in 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 for a consideration of P=24.70 million thereby taking its<br />

ownership in LSML to 100.00%. Accordingly, on June 29, <strong>20</strong>07, the noncontrolling stockholder<br />

of LSML (who is also a stockholder of the Parent Company) executed a deed of assignment to<br />

transfer its ownership interest to the Parent Company. Under the deed of assignment, the existing<br />

advances by the Parent Company to the stockholder were applied as payment for the purchase of<br />

LSML. The fair value of the net assets of LSML at acquisition date was P=8.23 million and the fair<br />

*SGVMC116502*


- 39 -<br />

value of the additional interest acquired was P=4.03 million. The difference of P=<strong>20</strong>.67 million<br />

between the consideration paid and the noncontrolling interest acquired in LSML was recognized<br />

as goodwill.<br />

Goodwill acquired through business combinations has been allocated to five individual CGUs as<br />

follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

IGRL P=50,833,394 P=50,991,293<br />

LSML 19,695,652 19,681,102<br />

IAPL 8,555,256 8,624,783<br />

IRCL 7,268,177 7,440,857<br />

WEPL 6,302,861 6,354,083<br />

P=92,655,340 P=93,092,118<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 rates applied to cash flow projections range from 8.55% to 10.60%<br />

in <strong>20</strong>11and 7.31% to 8.83% in <strong>20</strong>10, and cash flows beyond the five year-period were extrapolated<br />

using a steady growth rate of 1.00% in <strong>20</strong>11 and 0.13% to 1.43% in <strong>20</strong>10.<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>11 <strong>20</strong>10<br />

Cost<br />

Balance at beginning of year P=12,384,629 P=11,425,409<br />

Additions 2,034,070 852,274<br />

Disposals (941,474) –<br />

Foreign exchange adjustment (237,921) 106,946<br />

Balance at end of year<br />

Accumulated Amortization<br />

13,239,304 12,384,629<br />

Balance at beginning of year 10,302,883 8,7<strong>20</strong>,725<br />

Amortization (Note 12) 2,006,374 1,525,7<strong>20</strong><br />

Disposals (459,811) –<br />

Foreign exchange adjustment (61,086) 56,438<br />

Balance at end of year 11,788,360 10,302,883<br />

Net Book Value at end of year P=1,450,944 P=2,081,746<br />

*SGVMC116502*


Other noncurrent assets consist of:<br />

- 40 -<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Input VAT P=21,242,725 P=28,493,804<br />

Refundable deposits 17,291,585 14,099,442<br />

Deferred input VAT 326,057 350,550<br />

Others 44,000 44,000<br />

P=38,904,367 P=42,987,796<br />

The Parent Company has applied for tax credits on Input VAT with the BIR and is waiting for the<br />

issuance of Tax Credit Certificates (TCCs). In <strong>20</strong>11, the BIR issued two tax credit certificates to<br />

the Parent Company for its Input VAT filed for years <strong>20</strong>05 and <strong>20</strong>06 amounting to P=1.71 million<br />

and P=3.82 million, respectively. Management of the Company believes that it will able to collect<br />

the rest of the TCCs applicable to its outstanding claims. The carrying amounts are already net of<br />

claims disallowed by the BIR amounting to P=2.06 million, nil and P=1.34 million in <strong>20</strong>11, <strong>20</strong>10 and<br />

<strong>20</strong>09, respectively (see Note 22).<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>11 <strong>20</strong>10<br />

Beneficiaries P=155,140,304 P=144,960,550<br />

Agents, couriers and trading clients 65,550,310 44,773,236<br />

Accrued expenses 14,801,171 2,701,805<br />

Payable to SSS, Philhealth and HDMF 1,636,232 6<strong>20</strong>,661<br />

Withholding tax payable 1,543,424 2,045,708<br />

Payable to suppliers 1,391,836 2,958,634<br />

Output VAT 17,875 −<br />

Due to related parties (Note 24) – 1,431,156<br />

Others – 5,165<br />

P=240,081,152 P=199,496,915<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 />

*SGVMC116502*


16. Interest-Bearing Loans<br />

- 41 -<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>11 and <strong>20</strong>10, the outstanding loans payable of the Parent Company<br />

amounted to P=666.00 million and P=877.00 million, respectively.<br />

In <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, these loans bear annual interest rates ranging from 5.00% to 7.00%,<br />

5.50% to 6.00%and 7.00% to 8.00%, respectively. In <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company<br />

recognized interest expense of P=38.32 million, P=29.21 million and P=48.68 million, respectively.<br />

The Parent Company has unused credit facilities with various banks aggregating to P=1.48 billion<br />

and P=1.02 billion as of December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively.<br />

17. Equity<br />

Capital Stock<br />

The Parent Company’s capital stock consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Number of<br />

Shares Amount<br />

Number of<br />

Shares Amount<br />

Number of<br />

Shares Amount<br />

Common Stock<br />

Authorized - P=1 par value<br />

per share 1,000,000,000 P=1,000,000,000 1,000,000,000 P=1,000,000,000 1,000,000,000 P=1,000,000,000<br />

Issued:<br />

Balance at beginning<br />

of the year 562,417,000 P=562,417,000 562,417,000 P=562,417,000 562,417,000 P=562,417,000<br />

Stock dividends 55,308,800 55,308,800 – – – –<br />

Balance at end of the year 617,725,800 617,725,800 562,417,000 562,417,000 562,417,000 562,417,000<br />

Treasury stock:<br />

Balance at beginning<br />

of the year (9,329,000) (40,115,150) (9,329,000) (40,115,150) (10,006,<strong>20</strong>0) (40,792,350)<br />

Acquisitions (5,544,000) (12,872,058) – – (130,900) (130,900)<br />

Reissaunce – – – – 808,100 808,100<br />

Balance at end of the year (14,873,000) (52,987,<strong>20</strong>8) (9,329,000) (40,115,150) (9,329,000) (40,115,150)<br />

Issued and outstanding 602,852,800 P=564,738,592 553,088,000 P=522,301,850 553,088,000 P=522,301,850<br />

On September 13, <strong>20</strong>07, the <strong>SEC</strong> approved the registration of 140,604,000 common shares with<br />

offer price of P=4.68 and 454,950,000 outstanding shares with par value of P=1.00. There are 17<br />

registered common stockholders as of December 31, <strong>20</strong>11 and 13 registered common stockholders<br />

as of December 31, <strong>20</strong>10 and <strong>20</strong>09. Shares lodged with the Philippine Central Depository are<br />

registered under the name of PCD Nominee Corporation and as such are treated as being held by<br />

only one shareholder.<br />

Capital Paid-in Excess of Par Value<br />

The Parent Company’s capital paid-in excess of par value is composed of excess of proceeds on<br />

issuance of the Parent Company’s shares amounting to P=429.51 million and excess of acquisition<br />

costs over the carrying value of the noncontrolling interests acquired in <strong>20</strong>11 amounting to<br />

P=38.28 million (see Note 1).<br />

*SGVMC116502*


- 42 -<br />

Dividends<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 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 June 17, <strong>20</strong>11, the BOD of the Parent Company authorized the declaration of stock dividends<br />

equivalent to 10% of outstanding shares of 553,088,000 in favor of its stockholders-of-record as of<br />

August 15, <strong>20</strong>11. The declaration was subsequently ratified and confirmed by the Parent<br />

Company’s stockholders during their annual meeting held on July 29, <strong>20</strong>11.<br />

Accumulated net earnings of the subsidiaries amounting to P=<strong>20</strong>0.65 million and P=121.85 million<br />

as of December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively, are not available for dividend declaration. This<br />

accumulated equity in net earnings becomes available for dividend upon receipt of cash dividends<br />

from the investees by the Parent Company.<br />

Treasury Stock<br />

On August 15, <strong>20</strong>08, the Parent Company’s BOD approved the buy-back program to acquire up to<br />

ten million (10,000,000) of its shares, representing approximately 1.87% of the Parent Company’s<br />

total outstanding common shares, from the market. The Parent Company purchased 9,329,000<br />

shares (P=40.11 million) in <strong>20</strong>08 under the buy-back program.<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 in<br />

September <strong>20</strong>09 to the retirement fund of the Parent Company (see Notes 18 and 19).<br />

On September 16, <strong>20</strong>11, the BOD of the Parent Company adopted a resolution authorizing the<br />

buy-back of up to ten million (10,000,000) of its shares from the market. The Parent Company<br />

purchased 4,873,000 shares (P=11.35 million) under this buy-back program.<br />

In <strong>20</strong>11, the Parent Company also purchased 671,000 shares (P=1.52 million) under the buy-back<br />

program approved on August 15, <strong>20</strong>08 as discussed above.<br />

Capital Management<br />

The Group’s capital is composed of its equity, which amounts to P=1.36 billion and P=1.27 billion as<br />

of December 31, <strong>20</strong>11 and <strong>20</strong>10, 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 as<br />

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>11 and<br />

<strong>20</strong>10.<br />

*SGVMC116502*


- 43 -<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>11.<br />

The principal actuarial assumptions used in determining the retirement liability of the Parent<br />

Company as of January 1, <strong>20</strong>11 and <strong>20</strong>10 follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Discount rate 9.69% 11.25%<br />

Future salary increases 8.00% 9.00%<br />

Expected return on plan assets 6.00% 6.00%<br />

Average remaining working life (in years) 32.1 31.8<br />

The discount rates used to arrive at the present value of the obligation as of December 31, <strong>20</strong>11<br />

and <strong>20</strong>10 are 6.70% and 9.69%, respectively.<br />

The amounts recognized in the consolidated balance sheets follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Present value of obligation P=22,524,680 P=21,847,360<br />

Fair value of plan assets 21,816,324 15,196,930<br />

Deficit 708,356 6,650,430<br />

Unrecognized actuarial loss (1,076,750) (5,872,169)<br />

Retirement (asset) liability (P=368,394) P=778,261<br />

*SGVMC116502*


- 44 -<br />

The movements in the fair value of plan assets in <strong>20</strong>11 and <strong>20</strong>10 are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year P=15,196,930 P=12,421,022<br />

Contributions 6,895,233 5,229,490<br />

Expected return on plan assets 1,118,673 738,073<br />

Actuarial loss (1,394,512) (2,643,029)<br />

Benefits paid from plan assets – (548,626)<br />

Balance at end of year P=21,816,324 P=15,196,930<br />

The actual return on the plan assets of the Parent Company in <strong>20</strong>11 and <strong>20</strong>10 amounted to a loss<br />

of P=0.28 million and P=1.90 million, respectively.<br />

The Parent Company expects to contribute P=6.53 million to its retirement fund in <strong>20</strong>12.<br />

The movements in the present value of obligation follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year P=21,847,360 P=10,080,516<br />

Current service cost 4,618,548 2,143,246<br />

Interest cost 2,117,009 1,134,058<br />

Benefits paid from plan assets – (548,626)<br />

Actuarial (gain) loss (6,058,237) 9,038,166<br />

Balance at end of year P=22,524,680 P=21,847,360<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>11 <strong>20</strong>10 <strong>20</strong>09<br />

Current service cost P=4,618,548 P=2,143,246 P=1,819,273<br />

Interest cost 2,117,009 1,134,058 999,326<br />

Expected return on plan assets (1,118,673) (738,073) –<br />

Actuarial (gain) loss recognized 131,694 (163,104) (53,418)<br />

Amortization of transitional liability – – 252,228<br />

P=5,748,578 P=2,376,127 P=3,017,409<br />

The movements in the retirement (asset) liability recognized in the balance sheets are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year P=778,261 P=3,631,624<br />

Retirement expense 5,748,578 2,376,127<br />

Contributions (6,895,233) (5,229,490)<br />

Balance at end of year (P=368,394) P=778,261<br />

Movements in the unrecognized actuarial (gains) losses are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year P=5,872,169 (P=5,972,130)<br />

Actuarial loss (gain) during the year (4,663,725) 11,681,195<br />

Actuarial (loss) gain recognized (131,694) 163,104<br />

Balance at end of year P=1,076,750 P=5,872,169<br />

*SGVMC116502*


The major categories of plan assets follow:<br />

- 45 -<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Private equity securities* P=9,245,139 P=10,249,745<br />

Deposits in banks 7,613,374 2,047,387<br />

Government debt securities 4,763,467 2,760,719<br />

Interest receivable 215,615 162,126<br />

Trust fee payable (21,271) (23,047)<br />

P=21,816,324 P=15,196,930<br />

*This includes P=0.81 million of the Parent Company’s own equity securities bought under the 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>11 <strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08 <strong>20</strong>07<br />

Present value of obligation 22,524,680 P=21,847,360 P=10,080,516 P=6,574,511 P=7,770,113<br />

Fair value of plan assets 21,816,324 15,196,930 12,421,022 3,168,050 −<br />

Deficit (surplus) 708,356 6,650,430 (2,340,506) 3,406,461 7,770,113<br />

Changes in actuarial assumptions (498,493) 9,932,542 1,070,082 (3,766,312) (9,785,892)<br />

Experience adjustments on plan<br />

liabilities (5,559,744) (894,376) (382,676) (<strong>20</strong>6,448) 4,176,250<br />

Experience adjustments on plan assets (1,394,512) (2,643,029) 4,452,972 – −<br />

The subsidiaries are not required to establish and accrue retirement obligation.<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 />

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 />

*SGVMC116502*


- 46 -<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 in <strong>20</strong>09, <strong>20</strong>08 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.<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.<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 24 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 another<br />

period of 2 years from September 1, <strong>20</strong>10 to August 31, <strong>20</strong>12 with the same terms.<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 period of 2 years from February 1, <strong>20</strong>10 to<br />

January 31, <strong>20</strong>12 with the same terms.<br />

(d) A lease agreement with Oakridge Properties (Unit 2603) was entered into for a period of 12<br />

months, which commenced on December 1, <strong>20</strong>08 and expired on November 30, <strong>20</strong>09. The<br />

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 monthly rental on the 13th month of the<br />

lease term. The contract was renewed for another period of 2 years from December 1, <strong>20</strong>11 to<br />

November 30, <strong>20</strong>13 with the same terms.<br />

(e) On January 6, <strong>20</strong>09, a lease agreement with Oakridge Properties (Unit 2703) was entered into<br />

for a period of 24 months commencing February 1, <strong>20</strong>09 to January 31, <strong>20</strong>11 with a 10.00%<br />

escalation rate on the aggregate monthly rental effective on the 13th month of the lease term.<br />

The contract was renewed for a period of 2 years from February 1, <strong>20</strong>11 to January 31, <strong>20</strong>13<br />

with the same terms.<br />

*SGVMC116502*


- 47 -<br />

(f) On July 1, <strong>20</strong>11, the Parent Company entered into a sublease agreement with Surewell<br />

Equities Pte Ltd., one of the stockholders of the Parent Company, for the use of the latter’s<br />

office space in Singapore for an initial term of two (2) years.<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.<br />

Rent expense of the Group amounted to P=57.43 million, P=50.38 million, and P=39.33 million in<br />

<strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, respectively. P=3.92 million and P=4.02 million of the total rent expense<br />

pertain to rent expense of the discontinued operations of Italy for the years ended<br />

December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively.<br />

Future minimum rentals payable under non-cancelable operating leases are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Within one year P=43,590,836 P=51,662,348<br />

After one year but not more than five years 53,212,917 71,152,989<br />

P=96,803,753 P=122,815,337<br />

In <strong>20</strong>07, WEPL subleased its office space in Liverpool for a period of <strong>20</strong> months commencing on<br />

August <strong>20</strong>07 to April <strong>20</strong>09.<br />

21. Marketing Expenses<br />

This account consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Marketing and promotions P=27,746,400 P=34,637,750 P=22,1<strong>20</strong>,718<br />

Advertising and publicity 9,617,140 8,883,266 10,856,700<br />

P=37,363,540 P=43,521,016 P=32,977,418<br />

Expenses amounting to P=1.02 million and P=0.93 million pertain to the marketing expenses of the<br />

discontinued operations of Italy for the years ended December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively<br />

(see Note 28).<br />

22. Other Operating Expenses<br />

This account consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Taxes and licenses P=9,0<strong>20</strong>,616 P=7,910,719 P=4,531,430<br />

Repairs and maintenance 4,770,543 4,902,356 4,634,302<br />

Association dues 3,230,078 1,927,949 2,066,643<br />

Business development 2,974,651 2,679,500 943,210<br />

Fines and penalty 2,992,353 − −<br />

Disallowance of input VAT by BIR 2,058,616 – 1,338,804<br />

Insurance 1,974,703 1,835,663 1,726,711<br />

Donations and contributions – 1,155,280 1,<strong>20</strong>9,115<br />

Other charges − − 4,982,042<br />

Miscellaneous 1,213,551 652,704 1,730,305<br />

P=28,235,111 P=21,064,171 P=23,162,562<br />

*SGVMC116502*


- 48 -<br />

‘Business development’ pertains to various expenses incurred for development of potential foreign<br />

offices and other related expenses.<br />

‘Miscellaneous’ includes expenses for recruitment, Christmas party expenses, and Christmas<br />

giveaways.<br />

Other charges of the Group in <strong>20</strong>09 pertain mainly to goods and services tax (GST) written off.<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 />

sourced from the remittance transactions.<br />

‘Other income’ consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

GST refund P=21,668,641 P=– P=–<br />

Unrealized foreign exchange gain - net 1,<strong>20</strong>5,505 1,769,<strong>20</strong>2 5,172,171<br />

Rebates 2,881,469 6,728,713 14,608,<strong>20</strong>4<br />

Others 4,060,301 6,081,539 12,488,0<strong>20</strong><br />

P=29,815,916 P=14,579,454 P=32,268,395<br />

GST refund pertains to refund of GST previously paid by IRCL and WEPL to the government of<br />

Canada and Australia, respectively. Both entities are exempt from paying GST.<br />

Interest income pertains to interest earned from deposits, short-term placements with banks and<br />

financial assets at FVPL.<br />

Rebates pertain to refund of bank service charges and foreign exchange special rates relating to the<br />

remittance transactions of WEPL.<br />

‘Others’ pertains to commission from processing of remittance from one foreign office to another.<br />

In <strong>20</strong>09, this also includes WEPL’s income from sublease of office space (see Note <strong>20</strong>).<br />

24. 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 />

*SGVMC116502*


- 49 -<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 earned from clients of associates are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

HKHCL P=46,127,251 P=33,<strong>20</strong>2,567 P=25,364,567<br />

<strong>IS</strong>PL 24,463,777 25,080,948 27,016,303<br />

P=70,591,028 P=58,283,515 P=52,380,870<br />

(b) The Parent Company leases office spaces from Oakridge Properties (see Note <strong>20</strong>). Rent<br />

expense amounted to P=9.96 million, P=9.25 million and P=8.17 million in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09,<br />

respectively. Oakridge Properties is owned by JTKC, one of the stockholders of the Parent<br />

Company.<br />

(c) The Parent Company entered into a sublease agreement with Surewell Equities Pte Ltd., one<br />

of the stockholders of the Parent Company (see Note <strong>20</strong>). Rent expense amounted to<br />

P=0.90 million in <strong>20</strong>11.<br />

(d) The Parent Company’s retirement fund is maintained with Sterling Bank of Asia (SBA), an<br />

affiliate due to common stockholders, as trustee (see Note 18). The Parent Company also has<br />

deposits amounting to P=118.62 million and P=129.71 million with SBA as of<br />

December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively. These deposits earned P=0.43 million,<br />

P=1.12 million and P=1.16 million interest income in <strong>20</strong>11, <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>11 <strong>20</strong>10<br />

Due from related parties (Note 9):<br />

Associates<br />

<strong>IS</strong>PL P=16,034,603 P=16,104,921<br />

HKHCL 8,986,123 10,888,056<br />

Due to related parties (Note 15):<br />

P=25,0<strong>20</strong>,726 P=26,992,977<br />

Directors P= − P=1,431,156<br />

Advances to associates pertain to unpaid delivery fees. These are non-interest bearing and are due<br />

on demand.<br />

Advances to directors are non-interest bearing and are due on demand.<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, no provision for credit losses has been recognized for the<br />

amounts due from related parties.<br />

*SGVMC116502*


- 50 -<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).<br />

The compensation of the key management personnel of the Group in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09 are as<br />

follows:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Short-term employee benefits P=27,036,984 P=21,059,431 P=19,232,031<br />

Post-employment benefits 1,571,444 549,541 721,632<br />

Share-based payment − – 435,303<br />

P=28,608,428 P=21,608,972 P=<strong>20</strong>,388,966<br />

25. Income Taxes<br />

The provision for income tax consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Current:<br />

RCIT P=36,053,005 P=28,576,367 P=40,862,007<br />

Final 589,871 643,945 1,534,105<br />

Deferred (745,224) (921,460) (2,471,568)<br />

P=35,897,652 P=28,298,852 P=39,924,544<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=4.46 million, P=2.84 million and P=2.62 million in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09,<br />

respectively. The allowed EAR limit was P=4.90 million, P=2.80 million and P=2.74 million in <strong>20</strong>11,<br />

<strong>20</strong>10 and <strong>20</strong>09, 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>11 and <strong>20</strong>10 RCIT<br />

computation, the Parent Company elected to claim itemized expense deductions instead of the<br />

OSD.<br />

*SGVMC116502*


- 51 -<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>11 <strong>20</strong>10<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 28.00% 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>11 and <strong>20</strong>10, the deferred tax assets and liability recognized by the Group<br />

relates to the tax effects of the following:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Deferred tax assets on:<br />

Unused tax losses P=4,980,348 P=3,669,877<br />

Unused tax credits − 443,755<br />

Accumulated depreciation − 119,288<br />

Subtotal<br />

Less deferred tax liability on:<br />

4,980,348 4,232,9<strong>20</strong><br />

Capital allowance 31,969 29,765<br />

Net deferred tax assets P=4,948,379 P=4,<strong>20</strong>3,155<br />

The Parent Company did not set up deferred tax assets on the following temporary differences:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Temporary differences on:<br />

Accrued interest expense P=1,994,506 P=2,074,213<br />

Accrued courier charges − 393,793<br />

Others 808,582 381,961<br />

P=2,803,088 P=2,849,967<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 />

A reconciliation of the statutory income tax rates and the effective income tax rates in <strong>20</strong>11, <strong>20</strong>10<br />

and <strong>20</strong>09 follows:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Statutory income tax 30.00% 30.00% 30.00%<br />

Tax effects of:<br />

Nondeductible (nontaxable) expenses<br />

(income) (0.58) (1.62) (3.91)<br />

Interest income subject to final tax (0.17) (0.34) (0.44)<br />

Unrecognized deferred tax asset (0.04) (0.71) (1.82)<br />

Difference in tax jurisdiction (8.33) 2.71 (0.77)<br />

Effective income tax <strong>20</strong>.88% 30.04% 23.06%<br />

*SGVMC116502*


26. Earnings Per Share<br />

- 52 -<br />

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to<br />

ordinary equity holders of the Parent Company by the weighted average number of ordinary shares<br />

outstanding during the year.<br />

The following reflects the income and share data used in the basic earnings per share<br />

computations:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

a. Net income from continuing operations P=109,633,447 P=96,219,135 P=133,148,358<br />

b. Income/(loss) from discontinued operations 26,429,749 (30,304,899) −<br />

c. Net income (a+b) 136,063,196 65,914,236 133,148,358<br />

d. Net income attributable to ordinary equity<br />

holders of the Parent Company for basic<br />

earnings 138,069,380 77,551,227 136,379,766<br />

e. Weighted average number of shares for<br />

basic earnings per share 607,014,606 608,396,800 607,823,506<br />

f. Basic earnings per share (c/e) 0.22 0.11 0.22<br />

g. Basic earnings per share attributable to<br />

ordinary equity holders of the Parent<br />

Company (d/e) 0.23 0.13 0.22<br />

h. Basic earnings per share from continuing<br />

operations (a/e) 0.18 0.16 0.22<br />

i. Basic earnings (loss) per share attributable<br />

to equity holders of the Parent Company<br />

from discontinued operations (b/e) 0.04 (0.05) −<br />

As of December 31, <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, there are no dilutive potential common shares.<br />

27. 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 />

*SGVMC116502*


- 53 -<br />

Segment information as of and for the years ended December 31, <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09 follow<br />

(amounts in thousands):<br />

Philippines Asia Pacific Europe<br />

<strong>20</strong>11<br />

North<br />

America<br />

Adjustments<br />

and eliminations Total<br />

Financial Performance<br />

Revenue P=490,087 P=131,329 P=64,288 P= 103,124 (P=969) P=787,859<br />

Cost of services (175,332) (3,440) (10,384) (10,271) − (199,427)<br />

Gross income 314,755 127,889 53,904 92,853 (969) 588,432<br />

Operating expenses (213,536) (67,598) (78,730) (94,336) 6,876 (447,324)<br />

Other income (expense) (21,949) 14,071 (1,450) 17,901 (4,150) 4,423<br />

Income before income tax 79,270 74,362 (26,276) 16,418 1,757 145,531<br />

Provision for income tax (23,764) (10,830) (1,034) (270) − (35,898)<br />

Net income 55,506 63,532 (27,310) 16,148 1,757 109,633<br />

Noncontrolling interest − − − − 2,006 2,006<br />

Net income attributable to equity<br />

holders of the Parent Company P=55,506 P=63,532 (P=27,310) P=16,148 P=3,763 P=111,639<br />

Financial Position<br />

Total assets P=2,161,338 P=356,540 P=125,544 P= 87,150 (P=456,573) P=2,273,999<br />

Total liabilities P=959,263 P=82,971 P=113,573 P=50,795 (P=293,925) P=912,677<br />

Other Segment Information<br />

Capital expenditures P=2,593 P=158 P=1,489 P=2,681 P= − =6,921 P<br />

Depreciation and amortization P=6,535 P=1,307 P=1,534 P=2,131 P= − =11,507 P<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= 60,481 P=109,058 P=– P=761,751<br />

Cost of services (180,569) (2,665) (9,411) (11,532) – (<strong>20</strong>4,177)<br />

Gross income 282,680 126,298 51,070 97,526 – 557,574<br />

Operating expenses (<strong>20</strong>4,595) (67,535) (66,600) (97,186) – (435,916)<br />

Other income (expense) (21,110) <strong>20</strong>,957 490 675 1,848 2,860<br />

Income before income tax 56,975 79,7<strong>20</strong> (15,040) 1,015 1,848 124,518<br />

Provision for income tax (16,430) (11,242) (278) (349) – (28,299)<br />

Net income 40,545 68,478 (15,318) 666 1,848 96,219<br />

Noncontrolling interest<br />

Net income attributable to equity<br />

– – – – 11,637 11,637<br />

holders of the Parent Company P=40,545 P=68,478 (P=15,318) P=666 P=13,485 P=107,856<br />

Financial Position<br />

Total assets P= 2,298,118 P=256,831 P=85,245 P=62,144 (P=346,188) P=2,356,150<br />

Total liabilities P= 1,138,677 P=53,107 P=84,182 P=40,718 (P=232,437) 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= 1,341 P=2,075 P=– P=13,275<br />

*SGVMC116502*


- 54 -<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 />

Noncontrolling 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 />

The Group has no intersegment revenues and costs of services in <strong>20</strong>11 and <strong>20</strong>10.<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>11 and <strong>20</strong>10 do not include investments in subsidiaries<br />

amounting to P=279.16 million and P=228.98 million, respectively and inter-segment receivables<br />

amounting to P=291.98 million and P=211.64, 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=2.05 million, P=2.50 million and<br />

P=6.15 million in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, respectively, are included under Asia Pacific.<br />

28. Discontinued Operations<br />

In February <strong>20</strong>10, IRCGmbH (formerly IERCAG) started its remittance business in Italy. On<br />

April 28, <strong>20</strong>11, IRCGmbH stopped its money remittance operations in Rome and Milan in Italy in<br />

accordance with Article 75 of the Transitional and Final Provisions of Austrian Payment Services<br />

Act, which stipulated that credit institutions that have held authorizations pursuant to Article 1<br />

paragraph 1 no 23 BWG, as amended by the Federal Act Federal Law Gazette No. 35/<strong>20</strong>03, prior<br />

to December 25, <strong>20</strong>09, have only until April 30, <strong>20</strong>11 to carry out their money remittance<br />

operations.<br />

In December <strong>20</strong>11, IRCGmbH sold assets relating to its operations in Italy to a third party. These<br />

assets, with an aggregate carrying amount of P=7.29 million, were sold for a consideration of<br />

P=72.43 million thereby resulting to a gain on sale of P=65.14 million.<br />

*SGVMC116502*


- 55 -<br />

The results of IRCGmbH’s operation in Italy follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Delivery fees P=5,289,<strong>20</strong>2 P=7,486,658<br />

Realized foreign exchange gains - net 1,006,867 673,<strong>20</strong>4<br />

6,296,069 8,159,862<br />

Cost of services 596,703 3,749,195<br />

Gross income 5,699,366 4,410,667<br />

Other income - net 615,909 38,935<br />

Operating expenses (45,024,921) (34,754,501)<br />

Loss from operations (P=38,709,646) (P=30,304,899)<br />

Gain on sale of assets 65,139,395 −<br />

Income (Loss) from discontinued operations P=26,429,749 (P=30,304,899)<br />

The net cash flows incurred by IRCGmbH in its Italy operations are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Operating P=27,911,882 (P=29,509,273)<br />

Financing (27,911,882) 30,152,409<br />

P= − P=643,136<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 23, <strong>20</strong>12.<br />

*SGVMC116502*


I-REMIT, INC. AND SUBSIDIARIES<br />

INDEX TO THE<br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

AND SUPPLEMENTARY SCHEDULES<br />

December 31, <strong>20</strong>11<br />

Schedu le Content Page No.<br />

Part 1<br />

I Schedule<br />

of Retained Earnings Available for Dividend Declaration<br />

(Part 1 4C,<br />

Annex 68-C)<br />

II Schedule of all effective standards and interpretations under PFRS<br />

(Part 1 4J)<br />

III Map showing<br />

relationships between and among parent, subsidiaries, an<br />

associate,<br />

and joint venture (Part 1 4H)<br />

Part 2<br />

A Financial<br />

Assets 8<br />

B Amounts<br />

Receivable from Directors, Officers, Employees, Related Parties<br />

and Principal<br />

Stockholders (Other than Affiliates)<br />

9<br />

C Amounts<br />

Receivable from Related Parties which are eliminated during the<br />

consolidation of financial statements 10<br />

D Intangible Assets - Other Assets 11<br />

E Long-Term<br />

Debt 12<br />

F Indebtedness<br />

to Related Parties (included in the consolidated statement of<br />

position) 13<br />

G Guarantees of Securities of Other Issuers 14<br />

H Capital Stock 15<br />

1<br />

2 - 6<br />

7


- 1 -<br />

I-REMIT, INC.<br />

SCHEDULE OF RETAINED EARNINGS<br />

AVAILABLE FOR DIVIDEND DECLARATION<br />

DECEMBER 31, <strong>20</strong>11<br />

Schedule I<br />

Unappropriated retained<br />

earnings, as adjusted to available for dividend<br />

distribution, beginning<br />

P=161,219,561<br />

Add: Net income earned<br />

during the year<br />

Net income during<br />

the year 55,506,145<br />

Less: Unrealized foreign<br />

exchange gains - net (except those attributable<br />

to cash and cash<br />

equivalents) 1,<strong>20</strong>5,505<br />

Subtotal<br />

54,300,640<br />

Add: Realized income categorized as unrealized in previous years 6,419,981<br />

Net income actually earned<br />

during the year 60,7<strong>20</strong>,621<br />

Less: Dividend declarations<br />

during the year 55,308,800<br />

Treasury shares<br />

12,872,058<br />

Subtotal<br />

(7,460,237)<br />

Retained earnings available for dividend distribution, ending P=153,759,324


- 2 -<br />

I-REMIT, INC.<br />

SCHEDULE OF ALL EFFECTIVE STANDARDS<br />

AND INTERPRETATIONS UNDER PFRS<br />

DECEMBER 31, <strong>20</strong>11<br />

Schedule II<br />

Page 1 of 5<br />

PFRSs<br />

Adopted/Not adopted/<br />

Not applicable<br />

PFRS 1, First-time Adoption of Philippine Financial Reporting Standards Not applicable<br />

PFRS 2, Share-based Payment Adopted PFRS 3, Business Combinations Adopted<br />

PFRS 4, Insurance Contracts<br />

Not applicable<br />

PFRS 5, Non-current Assets Held for Sale and Discontinued Operati ons<br />

Adopted<br />

PFRS 6, Exploration for and Evaluation of Mineral Resources Not applicable<br />

PFRS 7, Financial Instruments: Disclosures Adopted<br />

PFRS 8, Operating Segments Adopted<br />

PAS 1, Presentation of Financial Statements Adopted<br />

PAS 2, Inventories Not applicable<br />

PAS 7, Statement of Cash Flows Adopted<br />

PAS 8, Accounting Policies, Changes in Accounting Estimates and Errors Adopted<br />

PAS 10, Events after the Reporting Period<br />

Adopted<br />

PAS 11, Construction Contracts Not applicable<br />

PAS 12, Income Taxes Adopted PAS 16, Property, Plant and Equipment Adopted<br />

PAS 17, Leases Adopted<br />

PAS 18, Revenue Adopted<br />

PAS 19, Employee Benefits<br />

PAS <strong>20</strong>, Accounting for Government Grants and Disclosure of Government<br />

Adopted<br />

Assistance<br />

Not applicable<br />

PAS 21, The Effects of Changes in Foreign Exchange Rates Adopted<br />

PAS 23, Borrowing Costs<br />

Adopted<br />

PAS 24, Related Party Disclosures Adopted<br />

PAS 26, Accounting and Reporting by Retirement Benefit Plans Not applicable<br />

PAS 27, Consolid ated and Separate Financial Statements Adopted<br />

PAS 28, Investments in Associates<br />

Adopted<br />

PAS 29, Financial Reporting in Hyperinflationary Economies Not applicable<br />

PAS 31, Interests in Joint Ventures Not applicable<br />

PAS 32, Financial Instruments: Presentation Adopted<br />

PAS 33, Earnings per Share Adopted


- 3 -<br />

Schedule II<br />

Page 2 of 5<br />

PFRSs<br />

Adopted/Not adopted/<br />

Not applicable<br />

PAS 34, Interim Financial<br />

Reporting Adopted<br />

PAS 36, Impairment of Assets Adopted<br />

PAS 37, Provisions, Contingent Liabilities and Contingent Assets Adopted<br />

PAS 38, Intangible Assets Adopted<br />

PAS 39, Financial Instruments: Recognition and Measurement Adopted<br />

PAS 40, Investment Property Not applicable<br />

PAS 41, Agriculture<br />

Philippine Interpretation<br />

IFRIC–1, Changes in Existing Decommissioning,<br />

Not applicable<br />

Restoration and Similar Liabilities Philippine Interpretation<br />

IFRIC–2, Members' Shares in Co-operative<br />

Not<br />

Applicable<br />

Entities and Similar Instruments<br />

Philippine Interpretation IFRIC–4, Determining whether an Arrangement<br />

Not Applicable<br />

contains a Lease Philippine Interpretation<br />

IFRIC–5, Rights to Interests arising from<br />

Not Applicable<br />

Decommissioning, Restoration and<br />

Environmental Rehabilitation Funds<br />

Philippine Interpretation IFRIC–6, Liabilities arising from Participating in<br />

Not Applicable<br />

a Specific Market - Waste Electrical and Electronic Equipment<br />

Philippine Interpretation<br />

IFRIC–7, Applying the Restatement Approach<br />

Not Applicable<br />

under PAS 29, Financial<br />

Reporting in Hyperinflationary Economies Not Applicable<br />

Philippine Interpretation IFRIC–9, Reassessment of Embedded Derivatives<br />

Philippine Interpretation IFRIC–10, Interim Financial Reporting and<br />

Not Adopted<br />

Impairment Adopted<br />

Philippine Interpretation IFRIC–12, Service Concession Arrangements Not Applicable<br />

Philippine Interpretation IFRIC–13, Customer Loyalty Programmes<br />

Philippine Interpretation<br />

IFRIC–14, PAS 19 - The Limit on a Defined<br />

Not applicable<br />

Benef it Asse t, Minimum Funding Requirements and their Interaction<br />

Philippine Interpretation IFRIC–16, Hedges of a Net Investment in a<br />

Adopted<br />

Forei gn Oper ation<br />

Philippine Interpretation IFRIC–17, Distributions of Non-cash Assets to<br />

Not Applicable<br />

Owners Not applicable<br />

Philippine Interpretation IFRIC–18, Transfers of Assets from Customers<br />

Philippine Interpretation IFRIC–19, Extinguishing Financia l Liabilities<br />

Not Applicable<br />

with Equity Instruments Not Applicable Philippine Interpretation SIC–7, Introduction of the Euro Philippine Interpretation SIC–10, Government Assistance - No<br />

Specific<br />

Not applicable Relation t o Operating Activities Not applicable Philippine Interpretation SIC–12, Consolida tion - Special Purpose Entities Philippine Interpretation SIC–13, Jointly Controlled Entities - Non-<br />

Not Applicable Moneta ry Contributions by Venturers Not Applicable<br />

Philippine Interpretation SIC–15, Operating Leases – Incentives<br />

Philippine Interpretation<br />

SIC–21, Income Taxes - Recovery of Revalued<br />

Not Applicable<br />

Non-Depreciable Assets<br />

Not Applicable


- 4 -<br />

Schedule II<br />

Page 3 of 5<br />

Philippine Interpretation<br />

SIC–25, Income Taxes - Changes in the Tax Status<br />

of an Entity or its Shareholders<br />

Not Applicable<br />

Philippine Interpretation<br />

SIC–27, Evaluating the Substance of Transactions<br />

Involving the Legal <strong>Form</strong><br />

of a Lease Not Applicable<br />

Philippine Interpretation<br />

SIC–29, Service Concession Arrangements:<br />

Disclosures Not Applicable<br />

Philippine Interpretation SIC–31, Revenue - Barter Transactions Involving<br />

Advertising Services Not Applicable<br />

Philippine Interpretation SIC–32, Intangible Assets - Web Site Costs Not applicable<br />

PIC Q&A No. <strong>20</strong>06-01:<br />

PAS 18, Appendix, paragraph 9 - Revenue<br />

recognition for sales of property units under pre-completion<br />

contracts<br />

Not Applicable<br />

PIC Q&A No. <strong>20</strong>06-02: PAS 27.10(d) - Clarification<br />

of criteria for<br />

exempti on from presenting consolidated financial statements Not Applicable<br />

PIC Q&A No. <strong>20</strong>07-03:<br />

PAS 40.27 - Valuation of bank real and other<br />

properties acquired<br />

(ROPA) Not Applicable<br />

PIC Q&A No. <strong>20</strong>08-01<br />

(Revised): PAS 19.78 - Rate used in discounting<br />

post-employment<br />

benefit obligations Not Applicable<br />

PIC Q&A No. <strong>20</strong>08-02:<br />

PAS <strong>20</strong>.43 - Accounting for government loans<br />

with low interest<br />

rates under the amendments to PAS <strong>20</strong> Not Applicable<br />

PIC Q&A No. <strong>20</strong>09-01:<br />

Framework.23 and PAS 1.23 - Financial<br />

statements prepared on a basis other than going concern<br />

Not Applicable<br />

PIC Q&A No. <strong>20</strong>10-01:<br />

PAS 39.AG71-72 - Rate used in determining the<br />

fa ir valu e of government<br />

securities in the Philippines Not Applicable<br />

PIC Q&A No. <strong>20</strong>10-02:<br />

PAS 1R.16 - Basis of preparation of financial<br />

statements Adopted<br />

PIC Q&A No. <strong>20</strong>11-01:<br />

PAS 1.10(f) - Requirements for a Third Statement<br />

of Financial Position Not Applicable


- 5 -<br />

Schedule II<br />

Page 4 of 5<br />

Important: If an entit y has early adopted any of the following pronouncements, please take note of<br />

the: (1) additional disclosures the entity has to make for the early adoption of the said<br />

pronouncement s and (2) the existing pronouncements<br />

that the entity may have to mark as “Not<br />

applicable”:<br />

Applicable to annual Early<br />

Pronouncemen ts issued<br />

but period beginning on application<br />

not yet effective<br />

Amendments to PFRS 7:<br />

or after<br />

allowed Remarks<br />

Disclosures-Transfers of<br />

Financial<br />

To be adopted<br />

Asse ts<br />

July 1, <strong>20</strong>11 Yes when effective<br />

Amendments to PFRS 7:<br />

Disclosures-Offsetting Financial<br />

Assets and Financial Liabilities<br />

January 1, <strong>20</strong>13 Not mentioned<br />

To be adopted<br />

when effective<br />

PFRS 9, Financial Instruments January 1, <strong>20</strong>15 Yes Adopted<br />

PFRS 10, Consolidated Financial<br />

Statements<br />

January 1, <strong>20</strong>13 Yes<br />

To be adopted<br />

when effective<br />

PFRS 11, Joint Arrangements<br />

January 1, <strong>20</strong>13 Yes<br />

To be adopted<br />

when effective<br />

PFRS 12, Disclosure of Interests<br />

in<br />

Other Entities<br />

January 1, <strong>20</strong>13 Yes<br />

To be adopted<br />

when effective<br />

PFRS 13, Fair Value Measurement<br />

January 1, <strong>20</strong>13 Yes<br />

To be adopted<br />

when effective<br />

Amendments to PAS 1: Presentation<br />

To be adopted<br />

of Items of Other Comprehensive<br />

Income<br />

July 1, <strong>20</strong>12 Yes when effective<br />

Amendments to PAS 12-Deferred<br />

Tax: Recovery of Underlying<br />

Assets<br />

January 1, <strong>20</strong>12 Yes<br />

To be adopted<br />

when effective<br />

PAS 19, Employee Benefits<br />

(Revised)<br />

January 1, <strong>20</strong>13 Yes<br />

To be adopted<br />

when effective<br />

PAS 27, Separate Financial<br />

Statements<br />

January 1, <strong>20</strong>13 Yes<br />

To be adopted<br />

when effective<br />

PA S 28, Investments in Associates<br />

and Joint Ventures<br />

January 1, <strong>20</strong>13 Yes Not applicable<br />

Amendments to PAS 32, Offsetting<br />

Financial Assets and Financial<br />

Liabilities<br />

January 1, <strong>20</strong>14 Yes<br />

To be adopted<br />

when effective<br />

Philippine Interpretation IFRIC-15,<br />

Agreements for the Construction<br />

of<br />

Real Estate<br />

Philippine Interpretation IFRIC-<strong>20</strong>,<br />

Deferred by <strong>SEC</strong> and<br />

FRSC<br />

No<br />

To be adopted<br />

when effective<br />

Strippin g Costs in the Production Phase of a Surface Mine PIC Q&A No. <strong>20</strong>11-02: PFRS<br />

3.2 -<br />

January 1, <strong>20</strong>13 Yes Not applicable<br />

Common Control Business<br />

Combinations<br />

January 1, <strong>20</strong>12 Yes Not applicable


- 6 -<br />

Schedule II<br />

Page 5 of 5<br />

Applicable to annual Early<br />

Pronouncements issued but period beginning on application<br />

not yet effective<br />

or after allowed Remarks<br />

PIC Q&A No. <strong>20</strong>11-03: Accounting<br />

for Inter-company Loans<br />

January 1, <strong>20</strong>12 Yes<br />

To be adopted<br />

when effective<br />

PIC Q&A No. <strong>20</strong>11-04: PAS<br />

32.37-<br />

38 - Costs of Public Offering<br />

of<br />

Shares<br />

January 1, <strong>20</strong>12 Yes<br />

To be adopted<br />

when effective<br />

PIC Q&A No. <strong>20</strong>11-05: PFRS<br />

1.D1-<br />

D8 - Fair Value or Revaluation<br />

as<br />

Deemed Cost<br />

January 25, <strong>20</strong>12 Not mentioned<br />

To be adopted<br />

when effective


- 7 -<br />

I-REMIT, INC. AND SUBSIDIARIES<br />

MAP SHOWING RELATIONSHIPS BETWEEN AND AMONG PARENT,<br />

SUBSIDIARIES, AN ASSOCIATE, AND JOINT VENTURE<br />

Schedule III


Name of issuing entity and<br />

association of each issue<br />

- 8 -<br />

I-Remit, Inc. and Subsidiaries<br />

Schedule A – Financial Assets<br />

December 31, <strong>20</strong>11<br />

Number of shares or<br />

principal amount of bonds<br />

or notes<br />

Amount shown on the<br />

balance sheet<br />

Income accrued<br />

Debt securities<br />

Republic of Venezuela<br />

$782,748 P=35,313,1<strong>20</strong> P=3,563,146<br />

Citic Pacific Ltd.<br />

402,000 16,834,560 996,362<br />

FTP Finance Ltd 300,650 13,842,918 899,532<br />

Royal Capi tal BV<br />

301,775 13,388,736 726,518<br />

Claudius Limited Notes<br />

<strong>20</strong>8,000 8,753,971 732,756<br />

Various private corporations<br />

599,579 24,491,502 1,940,997<br />

Equity securities (shares)<br />

P=112,624,807 P=8,859,311<br />

SHS General Motors 5,400 4,798,639 P=–<br />

Apple Inc<br />

<strong>20</strong>0<br />

3,551,040 –<br />

HSBC Holdings<br />

10,000<br />

3,326,316 –<br />

<strong>Global</strong> X Silver ( SIL)<br />

1,000<br />

925,462 –<br />

P=12,601,457 P=–<br />

P=125,226,264 P=8,859,311


Name of Debtor<br />

- 9 -<br />

I-Remit, Inc. and Subsidiaries<br />

Schedule B - Amounts Receivable from Directors, Officers, Employees, Related Parties and<br />

Principal Stockholders (Other than Related Parties)<br />

December 31, <strong>20</strong>11<br />

Balance at<br />

beginning of<br />

period Additions<br />

Amounts<br />

Collected<br />

Amounts<br />

Written-off Current<br />

Non-<br />

Current<br />

Balance at end<br />

of period<br />

Annie Angeles P=338,944 P=– P= <strong>20</strong>3,242<br />

P=– P= 135,702 P= – P=135,702<br />

Bansan Choa 281,891 – –<br />

– 281,891 – 281,891<br />

Bernadette Tiu 7,864,414 11, 126 239,287 – 7,<br />

636,253 – 7,636,253<br />

Catherine Chan – 27, 493 13,747 – 13,746 – 13,746<br />

Ian Chryzl Gonzales – 2,999<br />

– –<br />

2,999 – 2,999<br />

Dina Simbulan 56,124 – – – 56,124 – 56,124<br />

Fatima Ramos – 2,800 2,800 –<br />

0 –<br />

0<br />

Gabriel de Guzman – 864 864 –<br />

0 –<br />

0<br />

Joanna Badilla – 2,800 2,800 –<br />

0 –<br />

0<br />

Jonathan Bunag – 64,143 50,000 – 14,143 – 14,143<br />

Joselyn Bagalan – 2, 577<br />

–<br />

–<br />

2,577 – 2,577<br />

Juan Miguel Guerero – 10,000 10,000 –<br />

0 –<br />

0<br />

Junell Dasun – 16,086 – – 16,086 – 16,086<br />

Justine Castellon 272,310 – – – 272,310 – 272,310<br />

Karen Remo – 955<br />

955 –<br />

0 –<br />

0<br />

Ma Cristina Castellejo – 503, 405<br />

43,077<br />

– 460,328 – 460,328<br />

Michael Velasco –<br />

1, 841<br />

1,841<br />

–<br />

0 – 0<br />

Paul Art Vidallo – 1,926<br />

1,926 –<br />

0 – 0<br />

Paul Erick Villaluz – 1,518<br />

– –<br />

1,518 – 1,518<br />

Ronald Santos 222,362 – – – 22 2,362 – 222,362<br />

P=9,036,045 P=650, 533<br />

P=570,539 P= – P= 9,116,039 P=– P=9,116,039


Name of Debtor<br />

- 10 -<br />

I-Remit, Inc. and Subsidiaries Schedule C - Amounts Receivable from Related Parties which are eliminated<br />

during the consolidation of financial statements)<br />

December 31, <strong>20</strong>11<br />

Balance at<br />

beginning of<br />

period Additions<br />

Amounts<br />

Collected<br />

Amounts<br />

Written-off Current<br />

Non-<br />

Current<br />

Balance at end<br />

of period<br />

Lucky Star Management Ltd. P=4,454,735 P=15,392,560 P=4,633,819 P= – P=1 5,213, 476<br />

P=– P=15,213,<br />

476<br />

Iremit <strong>Global</strong> <strong>Remittance</strong> Ltd 5,099,127 26,168,530 10,846,363 – <strong>20</strong>,421,294 – <strong>20</strong>,421,<br />

294<br />

Worldwide Exchange Pty. Ltd 94,113 25,973,348 1,893,496 – 24,173 ,965<br />

– 24,173,<br />

965<br />

International <strong>Remittance</strong> Canada Ltd. 71,646 43,316,090 1,096,561 – 42,291,175 – 42,291,<br />

175<br />

Iremit New Zealand Limited 9,285,149 11,594,400 3,824 – <strong>20</strong>,875,725 – <strong>20</strong>,875,<br />

725<br />

Power Star Group Asia Ltd. – 33,166 –<br />

–<br />

33,166 – 33,<br />

166<br />

K.K. Iremit Japan – 5,611,5<strong>20</strong> –<br />

– 5,611,5<strong>20</strong> – 5,611,<br />

5<strong>20</strong><br />

Iremit Europe <strong>Remittance</strong> Consulting AG 54,579,655 34,162,850 25,931,196 – 62,811,309 – 62,811,<br />

309<br />

Iremit Australia Pyt. Ltd – 697,587 323, 847<br />

–<br />

373 ,740<br />

– 373,<br />

740<br />

P=73,584,425 P=162,950,051 P=44,729,106 P= – P=191,805,370 P=– P=191,805,<br />

370


- 11 -<br />

I-Remit, Inc. and Subsidiaries<br />

Schedule D - Intangible Assets - Other Assets<br />

December 31, <strong>20</strong>11<br />

Description (i) Beginning<br />

Balance<br />

Additions at Cost<br />

(ii)<br />

Charged to cost<br />

and expenses<br />

Charged to other<br />

accounts<br />

Other changes<br />

additions<br />

(iii)<br />

(deductions)<br />

Ending Balance<br />

Goodwill 93,092,118 – – – (436,778) 92,655,340<br />

Software 2,081, 747 2,034,070 (2, 4 56,524)<br />

– (<strong>20</strong>8,349) 1,450,944<br />

_______________________________________________ (I)<br />

The information required<br />

shall be grouped into ( a) intangibles shown under<br />

the caption<br />

intangible<br />

assets and (b) de ferrals shown under the<br />

caption Other Assets in the related<br />

balance sheet.<br />

Show by major<br />

classifications.<br />

(II)<br />

For each change representing<br />

other<br />

than an acquisition,<br />

clearly<br />

state the na ture of the<br />

change and the other accounts affected.<br />

Describe<br />

cost of<br />

additions representing other<br />

than cash expenditures.<br />

(III)<br />

If provision for amortization<br />

of int<br />

angible assets is credited in the books<br />

di rectly to the intangible<br />

asset account,<br />

the amounts<br />

shall<br />

be stated<br />

with explanations, including<br />

the accounts<br />

charged.<br />

Clearly state<br />

the nature<br />

of deductions<br />

if these<br />

represent anything<br />

other<br />

than regular<br />

amortization.


Title of issue and<br />

type of obligation (i)<br />

Amount authorized<br />

by indenture<br />

- 12 -<br />

I-Remit, Inc. and Subsidiaries<br />

Schedule E - Long-Term Debt<br />

December 31, <strong>20</strong>11<br />

Amount shown under caption “Current<br />

portion of long-term debt’ in related<br />

balance sheet (ii)<br />

None to Report<br />

Amount shown under caption<br />

“Long-Term Debt” in related<br />

balance sheet (iii)<br />

Interest<br />

Rate<br />

%<br />

Maturity<br />

Date


- 13 -<br />

I-Remit, Inc. and Subsidiaries<br />

Schedule F - Indebtedness to Related Parties<br />

(included in the consolidated financial statement of position)<br />

December 31, <strong>20</strong>11<br />

Name of Related Parties (i) Balance at beginning of period Balance at end of period (ii)<br />

__________________________________________________<br />

None to Report<br />

(i)<br />

The related parties named shall be grouped as in Schedule<br />

D. The<br />

informatio<br />

n called shall be stated for any persons whose<br />

investments<br />

shown separately in such related schedule.<br />

(ii)<br />

For each affiliate named in the first column, explain<br />

in a note hereto the nature<br />

and purpose<br />

o f any material increase during the period<br />

that<br />

is in excess of 10 percent of the related b alance at either the beginning<br />

or end<br />

of the period.


Name of issuing entity of<br />

securities guaranteed by<br />

the company for which<br />

this statement is filed<br />

Title of issue of each class<br />

of securitie s guaranteed<br />

_____________________________________________________ - 14 -<br />

I-Remit, Inc. and Subsidiaries<br />

Schedule G - Guarantees of Securities of Other Issuers<br />

December 31, <strong>20</strong>11<br />

Total amount of<br />

guaranteed and<br />

outstanding (i)<br />

None<br />

to Report<br />

Amount owned by person<br />

of which statement is Nature of guarantee (ii)<br />

filed<br />

(i) Indicate in a note<br />

any<br />

significant changes since<br />

the date of<br />

the last balance sheet file. If this schedule<br />

is filed in support<br />

of consolidated<br />

financial statements,<br />

there shall be set forth guarantees by any person<br />

included<br />

in the consolidation except such guarantees<br />

of securities<br />

which<br />

are inclu ded in the consolidated<br />

balance sheet.<br />

(ii) There m ust be a brief<br />

statement of the nature<br />

of the guarantee,<br />

such<br />

as “Guarantee<br />

of principal and interest”, “Guarantee<br />

of Interest”,<br />

or<br />

“Guarantee of Divid ends”. If the guarantee is of interest, dividends,<br />

or both,<br />

state the annual aggregate<br />

amount of interest<br />

or dividends<br />

so<br />

guaranteed.


Title of Issue (i)<br />

Number of<br />

shares<br />

authorized Common stock<br />

- P= 1 par value 1,000,000,000<br />

_________________________________________________ - 15 -<br />

I-Remit, Inc. and Subsidiaries<br />

Schedule H - Capital Stock<br />

December 31, <strong>20</strong>11<br />

Number of<br />

shares issued<br />

and<br />

outstanding as<br />

shown under<br />

the related<br />

balance sheet<br />

caption<br />

602,852,800<br />

Number of<br />

shares reserved<br />

for options,<br />

warrants,<br />

conversion<br />

and<br />

other<br />

rights<br />

Number of<br />

shares held by<br />

related parties<br />

(ii)<br />

– 443,819,584<br />

Directors,<br />

officers and Others (iii)<br />

employees<br />

(i)<br />

Include in this col umn each type of issue authorized<br />

(ii)<br />

Related parties referred to include persons<br />

for which<br />

separate financial<br />

statements<br />

are filed and those<br />

included<br />

in the consolidated financial<br />

statements, other than the issuer of the particular security.<br />

(iii)<br />

Indi cate in a note any significant changes<br />

since<br />

the date of the<br />

last balance<br />

sheet file<br />

110<br />

159,033,106


P<br />

I - R E M I T , I N C .<br />

(Company’s Full Name)<br />

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

<strong>SEC</strong> Registration Number<br />

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

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

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

Mr. Bansan C. Choa 706-9999<br />

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

1 2 3 1 A A F S<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 />

COVER SHEET<br />

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

*SGVMC116501*


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 the 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 (PSE) 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 of<br />

foreign exchange transactions as may be allowed by law and other allied activities relative thereto.<br />

PSAGL, on the other hand, provides financial advisory and other services.<br />

The Group is 28.91% owned by STAR Equities, Inc., 19.34% owned by JTKC Equities, Inc.,<br />

22.27% owned by Surewell Equities, Inc., 3.10% owned by JPSA <strong>Global</strong> Services Co., and the<br />

rest by the public. The Parent Company is the ultimate parent company of the Group.<br />

The Parent Company’s subsidiaries and associates are as follows:<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>11 <strong>20</strong>10 <strong>20</strong>09<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<br />

Dollar (AUD) 100.00 100.00 100.00<br />

Worldwide Exchange Pty<br />

Australian<br />

Ltd (WEPL)*<br />

IREMIT <strong>Remittance</strong><br />

Consulting GmbH<br />

Australia<br />

Dollar (AUD) 100.00 65.00 65.00<br />

(IRCGmbH)** Austria Euro (EUR) 100.00 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 Hong Kong Dollar (HKD)<br />

Japanese<br />

100.00 100.00 100.00<br />

K.K. Iremit Japan (KKIJ)<br />

(Forward)<br />

Japan<br />

Yen (JPY) 100.00 – –


Associates:<br />

IRemit Singapore Pte Ltd<br />

Country of<br />

Incorporation<br />

- 2 -<br />

Functional<br />

Currency<br />

Effective Percentage of Ownership<br />

December 31<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

(<strong>IS</strong>PL) Singapore<br />

Singapore<br />

Dollar (SGD) 49.00 49.00<br />

Hwa Kung Hong & Co.,<br />

New Taiwan<br />

Ltd.(HKHCL) Taiwan<br />

Dollar (NTD) 49.00 49.00<br />

* Consists of direct voting interest of 70.00% and indirect voting interest through IAPL of 30.00%<br />

**<strong>Form</strong>erly IREMIT EUROPE <strong>Remittance</strong> Consulting AG (IERCAG)<br />

2. Summary of Significant Accounting Policies<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 and presentation currency, and all values are rounded to the nearest<br />

peso except when 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>11.<br />

• PAS 24 Amendment, Related Party Disclosures<br />

• PAS 32 Amendment, Financial Instruments: Presentation - Classification of Rights Issues<br />

• Philippine Interpretation International Financial Reporting Interpretations Committee (IFRIC)<br />

14 Amendment, Prepayments of a Minimum Funding Requirement<br />

• Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity<br />

Instruments<br />

The adoption of new standards, amendments and interpretations above did not have impact to the<br />

Parent Company except for the adoption of PAS 24 Amendment, Related Party Transactions.<br />

PAS 24 Amendment, Related Party Transactions<br />

PAS 24 clarifies the definitions of a related party. The new definitions emphasize a symmetrical<br />

view of related party relationships and clarify the circumstances in which persons and key<br />

management personnel affect related party relationships of an entity. In addition, the amendment<br />

introduces an exemption from the general related party disclosure requirements for transactions<br />

with government and entities that are controlled, jointly controlled or significantly influenced by<br />

the same government as the reporting entity. The amendment only affects the disclosures and has<br />

no impact on the Parent Company’s financial position or performance.<br />

Improvements to PFRS <strong>20</strong>10<br />

The omnibus amendments to PFRSs were issued in <strong>20</strong>10 primarily with a view to remove<br />

inconsistencies and clarify wording. There are separate transitional provisions for each standard.<br />

49.00<br />

49.00<br />

*SGVMC116501*


- 3 -<br />

The adoption of the following amendment resulted in changes to accounting policies but did not<br />

have any impact on the financial position or performance of the Parent Company.<br />

PFRS 7, Financial Instruments - Disclosures<br />

The amendment was intended to simplify the disclosures provided by reducing the volume of<br />

disclosures around collateral held and improving disclosures by requiring qualitative information<br />

to put the quantitative information in context. The Parent Company reflects the revised disclosure<br />

requirements in Note 4.<br />

PAS 1, Presentation of Financial Statements: The amendment clarifies that an entity may present<br />

an analysis of each component of other comprehensive income maybe either in the statement of<br />

changes in equity or in the notes to the financial statements.<br />

Other amendments resulting from the <strong>20</strong>10 Improvements to PFRSs to the following standards did<br />

not have any impact on the accounting policies, financial position or performance of the Parent<br />

Company:<br />

• PFRS 3, Business Combinations (Contingent consideration arising from business combination<br />

prior to adoption of PFRS 3 (as revised in <strong>20</strong>08))<br />

• PFRS 3, Business Combinations (Un-replaced and voluntarily replaced share-based payment<br />

awards)<br />

• PAS 27, Consolidated and Separate Financial Statements<br />

• PAS 34, Interim Financial Reporting<br />

The following interpretation and amendments to interpretations did not have any impact on the<br />

accounting policies, financial position or performance of the Parent Company:<br />

• Philippine Interpretation IFRIC 13, Customer Loyalty Programmes (determining the fair value<br />

of award credits)<br />

• Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity<br />

Instruments<br />

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 using the<br />

exchange rate at the date of the transaction. For financial reporting purposes, foreign currencydenominated<br />

accounts are translated into their equivalents in Philippine pesos based on the<br />

Philippine Dealing System (PDS) closing rate prevailing at the balance sheet date (for assets and<br />

liabilities). Foreign exchange differences arising from revaluation and translation of foreign<br />

currency-denominated monetary assets and liabilities are credited to or charged against operations<br />

in the year in which the rates change. Non-monetary items that are measured in terms of historical<br />

cost in a foreign currency are translated using the exchange rates as at the dates of the initial<br />

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 />

*SGVMC116501*


- 4 -<br />

Financial Instruments<br />

Initial Recognition<br />

Financial instruments within the scope of PAS 39 are classified as financial assets at fair value<br />

through profit or loss (FVPL), loans and receivables, held-to-maturity (HTM) investments,<br />

available-for-sale (AFS) investments, financial liabilities at FVPL and other financial liabilities.<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. 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 />

Financial instruments are recognized in the consolidated balance sheet when the Parent Company<br />

becomes a party to the contractual provisions of the instrument. In the case of regular way of<br />

purchase or sale of financial assets, recognition and derecognition, as applicable, are done using<br />

settlement date accounting. Settlement date accounting refers to (a) recognition of an asset on the<br />

day it is received by the Parent Company, and (b) the derecognition of an asset and recognition of<br />

any gain 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 subsequent measurement bases for financial instruments depend on its classification.<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the Parent Company has no financial assets and financial<br />

liabilities at FVPL, AFS investments and HTM investments.<br />

Subsequent Measurement<br />

Loans and receivables<br />

Loans and 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 amortized<br />

cost 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 />

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 />

*SGVMC116501*


- 5 -<br />

After initial measurement, other financial liabilities are subsequently measured at amortized cost<br />

using the EIR method.<br />

Other financial liabilities are classified as current liabilities when the Parent Company expects to<br />

settle the liability within twelve months from the balance sheet date. Otherwise, these are<br />

classified as non-current liabilities.<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 />

• 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 />

*SGVMC116501*


- 6 -<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 amount of a<br />

financial liability (or part of a financial liability) extinguished or transferred to another party and<br />

the consideration paid, including any non-cash assets transferred or liabilities assumed, shall be<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 />

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 />

*SGVMC116501*


- 7 -<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 at cost.<br />

Subsidiaries of the Parent Company are shown in Note 1.<br />

Associates<br />

The Parent Company’s investments in its associates are accounted for at cost. An associate is an<br />

entity in which the Parent Company has significant influence. The Parent Company's investments<br />

in associates include its 49.00% interest in <strong>IS</strong>PL and HKHCL, entities based in Singapore and<br />

Taiwan, respectively.<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 />

*SGVMC116501*


- 8 -<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 />

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<br />

CGU’s) fair value less costs to sell and its value in use and is determined for an individual asset,<br />

unless the asset does not generate cash inflows that are largely independent of those from other<br />

*SGVMC116501*


- 9 -<br />

assets or groups of assets, in which case the recoverable amount is assessed as part of the CGU to<br />

which it belongs. Where the carrying amount of an asset (or CGU) exceeds its recoverable<br />

amount, the asset (or CGU) is considered impaired and is written down to its recoverable amount.<br />

In assessing value in use, the estimated future cash flows are discounted to their present value<br />

using a pre-tax discount rate that reflects current market assessments of the time value of money<br />

and the risks specific to the asset (or CGU). In determining fair value less cost to sell, recent<br />

market transactions are taken into account, if available. If no such transactions can be identified,<br />

an appropriate valuation model is used. These calculations are corroborated by available fair<br />

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 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 />

Revenue Recognition<br />

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the<br />

Parent Company and the revenue can be reliably measured. The Parent Company assesses its<br />

revenue arrangements against specific criteria in order to determine if it is acting as principal or<br />

agent. The following specific recognition criteria must also be met before revenue is recognized:<br />

Delivery fees<br />

Revenue from delivery fees is recognized as the service is rendered net of amounts payable to<br />

principals (i.e., partner remittance companies) for fees billed on their behalf.<br />

Service revenue<br />

Service revenue is recognized when the service is rendered.<br />

Interest income<br />

Interest on financial instruments measured at amortized cost is recognized based on the EIR<br />

method.<br />

The EIR method is a method of calculating the amortized cost of a financial asset or a financial<br />

liability and allocating the interest income or interest expense over the relevant period. The EIR is<br />

the rate that exactly discounts estimated future cash payments or receipts throughout the expected<br />

*SGVMC116501*


- 10 -<br />

life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of<br />

the financial asset or financial liability. When calculating the EIR, the Parent Company estimates<br />

cash flows from the financial instrument (for example, prepayment options) but does not consider<br />

future credit losses. The calculation includes all fees and points paid or received between parties<br />

to the contract that are an integral part of the EIR, transaction costs and all other premiums or<br />

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 />

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 />

*SGVMC116501*


- 11 -<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 />

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 />

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 statement of income over the<br />

lock-up period of two (2) years. The cumulative expense recognized for equity-settled<br />

transactions at each balance sheet date until the vesting date reflects the extent to which the<br />

vesting period has expired and the Parent Company’s best estimate of the number of equity<br />

instruments that will ultimately vest. The expense in the statement of income for the period<br />

represents the movement in cumulative expense recognized at the beginning and end of the period.<br />

*SGVMC116501*


- 12 -<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 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 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 issuance of equity, 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 to profit or loss.<br />

*SGVMC116501*


- 13 -<br />

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an<br />

equity transaction. The excess of acquisition cost over the carrying value of the noncontrolling<br />

interest (formerly known as minority interest) is charged against the ‘Capital paid-in excess of par<br />

value’.<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<br />

Cash 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. Stock dividends<br />

are deducted from equity when declared and approved by the BOD and stockholders of the Parent<br />

Company.<br />

Related party relationships and 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 />

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 />

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 financial statements when material.<br />

*SGVMC116501*


- 14 -<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 position and performance.<br />

Effective in <strong>20</strong>12<br />

PFRS 7 Amendments, Financial Instruments: Disclosures - 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 />

PAS 12 Amendment, Income Taxes - 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>13<br />

PAS 1, Financial Statement Presentation - Presentation of Items of Other Comprehensive Income<br />

(OCI)<br />

The amendment effective for annual periods beginning or after July 1, <strong>20</strong>12, changes the grouping<br />

of items presented in OCI. Items that could be reclassified (or “recycled”) to profit or loss at a<br />

future point in time would be presented separately from items that will never be reclassified.<br />

PAS 27 Revised, Separate Financial Statements<br />

The revised PAS 27 is effective for annual periods beginning on or after January 1, <strong>20</strong>13. It<br />

establishes that as a consequence of the new PFRS 10, Consolidated Financial Statement and<br />

PFRS 12, Disclosure of Interests in Other Entities, what remains of PAS 27 is limited to<br />

accounting for subsidiaries, jointly controlled entities, and associates in separate financial<br />

statements.<br />

PFRS 7 Revised, Financial instruments: Disclosures - Offsetting Financial Assets and Financial<br />

Liabilities<br />

The revised PFRS 7 effective for annual periods beginning on or after January 1, <strong>20</strong>13, requires an<br />

entity to disclose information about rights of set-off and related arrangements (such as collateral<br />

agreements). The new disclosures are required for all recognized financial instruments that are set<br />

off in accordance with PAS 32. These disclosures also apply to recognized financial instruments<br />

that are subject to an enforceable master netting arrangement or ‘similar agreement’, irrespective<br />

of whether they are set-off in accordance with PAS 32.<br />

PFRS 10, Consolidated Financial Statements<br />

The standard, effective for annual periods beginning on or after January 1, <strong>20</strong>13, establishes<br />

principles for the presentation and preparation of consolidated financial statements when an entity<br />

controls one or more other entities. The Parent Company will assess the impact of the amendment<br />

on its financial position and performance when they become effective.<br />

*SGVMC116501*


- 15 -<br />

PFRS 11, Joint Arrangements<br />

PFRS 11 provides for a more realistic reflection of joint arrangements by focusing on the rights<br />

and obligations of the arrangement, rather than its legal form. The standard addresses<br />

inconsistencies in the reporting of joint arrangements by requiring a single method to account for<br />

interests in jointly controlled entities. The standard is effective for annual periods beginning on or<br />

after January 1, <strong>20</strong>13.<br />

PFRS 12, Disclosure of Interests in Other Entities<br />

PFRS 12 is a new and comprehensive standard on disclosure requirements for all forms of<br />

interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated<br />

structured entities. The standard is effective for annual periods beginning on or after January 1,<br />

<strong>20</strong>13. The Parent Company will assess the impact of the amendment on its financial position and<br />

performance when they become effective.<br />

PFRS 13, Fair Value Measurement<br />

This standard represents the completion of the joint project to establish a single source for the<br />

requirements on how to measure fair value under PFRS. This standard does not change when an<br />

entity is required to use fair value, but rather, describes how to measure fair value under PFRS,<br />

when fair value is required or permitted to be used. This standard is effective for annual periods<br />

beginning on or after January 1, <strong>20</strong>13. The Parent Company will assess the impact of the<br />

amendment on its financial position and performance when they become effective.<br />

PAS 19 Amendments, Employee Benefits - Defined Benefit Plans<br />

The amendments focus on the following key areas: the elimination of the option to defer the<br />

recognition of gains and losses resulting from defined benefit plans (the corridor approach); the<br />

elimination of options for the presentation of gains and losses relating to those plans; and the<br />

improvement of disclosure requirements that will better show the characteristics of defined benefit<br />

plans and the risks arising from those plans. The amendments to the recognition, presentation and<br />

disclosure requirements will ensure that the financial statements provide investors and other users<br />

with a clear picture of an entity’s commitments resulting from defined benefit plans. The<br />

amendments to PAS 19 are effective for annual periods beginning on or after January 1, <strong>20</strong>13.<br />

The Parent Company will assess the impact of the amendment when this becomes effective.<br />

Effective <strong>20</strong>14<br />

PAS 32 Amendment, Financial Instruments: Presentation - Offsetting Financial Assets and<br />

Financial Liabilities<br />

The amendment to PAS 32 is effective for annual periods beginning on or after January 1, <strong>20</strong>14.<br />

This clarifies the meaning of “currently has a legally enforceable right to set-off” and the<br />

application of the PAS 32 offsetting criteria to settlement systems (such as central clearing house<br />

systems) which apply gross settlement mechanisms that are not simultaneous.<br />

Effective <strong>20</strong>15<br />

PFRS 9, Financial Instruments: Classification and Measurement<br />

The standard is effective for annual periods beginning on or after January 1, <strong>20</strong>15. It reflects the<br />

first phase on the replacement of PAS 39, Financial Instruments: Recognition and Measurement<br />

and applies to classification and measurement of financial assets and financial liabilities as defined<br />

in PAS 39. The Parent Company will assess the impact of the amendment on its financial position<br />

and performance when they become effective.<br />

Philippine Interpretation IFRIC 15, Agreement for Construction of Real Estate<br />

This Interpretation, effective for annual periods beginning on or after January 1, <strong>20</strong>15, covers<br />

accounting for revenue and associated expenses by entities that undertake the construction of real<br />

*SGVMC116501*


- 16 -<br />

estate directly or through subcontractors. The Interpretation requires that revenue on construction<br />

of real estate be recognized only upon completion, except when such contract qualifies as<br />

construction contract to be accounted for under PAS 11, Construction Contracts, or involves<br />

rendering of services in which case revenue is recognized based on stage of completion. Contracts<br />

involving provision of services with the construction materials and where the risks and reward of<br />

ownership are transferred to the buyer on a continuous basis will also be accounted for based on<br />

stage of completion.<br />

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 Company determined its functional currency to be Philippine peso, being the<br />

currency that 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 that it has not acquired the significant risks<br />

and rewards of ownership of the leased properties and so account for the contracts as operating<br />

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 fair values of financial assets and financial liabilities of the<br />

Parent Company are disclosed in Note 4.<br />

*SGVMC116501*


- 17 -<br />

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 />

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 (e.g., 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 />

As of December 31, <strong>20</strong>11, accounts receivable and other receivables are carried in the parent<br />

company balance sheet at P=1.00 billion and P=0.14 billion, respectively. As of<br />

December 31, <strong>20</strong>10, accounts receivable and other receivables are carried in the balance sheet<br />

at P=1.12 billion and P=0.14 billion, respectively. The Parent Company has assessed that there<br />

is no need to recognize impairment losses on its receivables as of December 31, <strong>20</strong>11 and<br />

<strong>20</strong>10.<br />

*SGVMC116501*


- 18 -<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<br />

asset may not be recoverable. The factors that the Parent Company considers important,<br />

which could trigger an impairment review, include the following:<br />

• significant underperformance relative to expected historical or projected future<br />

operating results;<br />

• significant changes in the manner of use of the acquired assets or the strategy for<br />

overall business; and<br />

• significant negative industry or economic trends.<br />

The 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>11 and <strong>20</strong>10, 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>11 <strong>20</strong>10<br />

Investments in subsidiaries and associates (Note 10) P=295,334,077 P=245,149,252<br />

Property and equipment - net (Note 11) 7,094,474 9,493,115<br />

Software costs - net (Note 12) 1,396,241 1,868,072<br />

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 />

*SGVMC116501*


- 19 -<br />

As of December 31, <strong>20</strong>11 the carrying values of Property and equipment and Software costs<br />

follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Property and equipment - net (Note 11) P=7,094,474 P=9,493,115<br />

Software costs - net (Note 12) 1,396,241 1,868,072<br />

In <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company recognized depreciation and amortization in the<br />

statements of income amounting to P=6.54 million, P=8.06 million and P=8.61 million,<br />

respectively.<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>11 and <strong>20</strong>10, the Parent Company did not recognize net deferred tax<br />

assets on existing deductible temporary differences amounting to P=2.80 million and<br />

P=2.85 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<br />

determined using actuarial valuations. The actuarial valuation involves making assumptions<br />

about discount rates, expected rates of return on assets, future salary increases, mortality rates<br />

and future retirement increases. Due to the long-term nature of these benefits, such estimates<br />

are 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>11 and <strong>20</strong>10, the Parent Company recognized retirement<br />

asset of P=0.37 million and retirement liability of P=0.78 million, respectively. In <strong>20</strong>11, <strong>20</strong>10<br />

and <strong>20</strong>09, the Parent Company recognized retirement expense amounting to P=5.75 million,<br />

P=2.38 million and P=3.02 million, respectively (see Note 16).<br />

f. Share-based payment transactions<br />

The Parent Company determined the cost of its equity-settled share based 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 yearend, 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 in <strong>20</strong>09 (see Note 17). The<br />

vesting period of the stock purchase program ended on September 19, <strong>20</strong>09.<br />

*SGVMC116501*


4. Fair Value Measurement<br />

- <strong>20</strong> -<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>11 <strong>20</strong>10<br />

Carrying Value Fair Value Carrying Value Fair Value<br />

Financial Assets<br />

Loans and receivables:<br />

Cash and cash equivalents<br />

Cash on hand P=24,772,521 P=24,772,521 P=41,745,551 P=41,745,551<br />

Cash in banks<br />

Accounts receivable<br />

642,750,978 642,750,978 685,9<strong>20</strong>,368 685,9<strong>20</strong>,368<br />

Agents 993,280,050 993,280,050 1,081,402,745 1,081,402,745<br />

Couriers<br />

Other receivables<br />

3,523,052 3,523,052 34,283,<strong>20</strong>1 34,283,<strong>20</strong>1<br />

Related parties 137,260,244 137,260,244 97,767,888 97,767,888<br />

Advances to officers and employees 2,526,259 2,526,259 2,991,428 2,991,428<br />

Noncontrolling shareholders – – 39,981,243 39,981,243<br />

Others 3,457,329 3,457,329 1,166,686 1,166,686<br />

Refundable deposits 4,568,661 4,492,159 4,099,931 3,860,098<br />

Total P=1,812,139,094 P=1,812,062,592 P=1,989,359,041 P=1,989,119,<strong>20</strong>8<br />

Other Financial Liabilities<br />

Beneficiaries and other payables:<br />

Beneficiaries P=155,140,304 P=155,140,304 P=144,960,550 P=144,960,550<br />

Advances from related parties 79,753,117 79,753,117 74,161,090 74,161,090<br />

Agents, couriers and trading clients 44,404,974 44,404,974 27,101,817 27,101,817<br />

Accrued expenses 7,019,510 7,019,510 6,250,462 6,250,462<br />

Payable to suppliers 1,391,836 1,391,836 2,958,634 2,958,634<br />

Others 476,730 476,730 803,350 803,350<br />

Interest-bearing loans 666,000,000 666,000,000 877,000,000 877,000,000<br />

Total P=954,186,471 P=954,186,471 P=1,133,235,903 P=1,133,235,903<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 - fair values are based on the present value of future cash flows discounted<br />

using prevailing interest rates ranging from 1.56% to 2.14% and 2.31% to 3.12% as at<br />

December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively.<br />

As of December 31 <strong>20</strong>11 and <strong>20</strong>10, 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 />

*SGVMC116501*


- 21 -<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 />

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 within the agreed credit terms, otherwise, the fulfillment or delivery of<br />

their 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 Parent Company of the financial soundness of their<br />

partner firms; and (d) receivable balances are monitored daily by the regional managers with the<br />

result that the Parent Company’s exposure to bad debts is not 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>11 and <strong>20</strong>10 (see Notes 6, 7, 8 and 12):<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Loans and receivables:<br />

Cash and cash equivalents* P=642,750,978 P=685,9<strong>20</strong>,368<br />

Accounts receivable<br />

Other receivables<br />

996,803,102 1,115,685,946<br />

Related parties 137,260,244 97,767,888<br />

Advances to officers and employees 2,526,259 2,991,428<br />

Noncontrolling shareholders – 39,981,243<br />

Others<br />

Other noncurrent assets<br />

3,457,329 1,166,686<br />

Refundable deposits 4,568,661 4,099,931<br />

Total<br />

* excludes cash on hand<br />

P=1,787,366,573 P=1,947,613,490<br />

*SGVMC116501*


- 22 -<br />

The table below shows the maximum credit exposure of the Parent Company per geographical<br />

classification as of December 31, <strong>20</strong>11 and <strong>20</strong>10:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Asia Pacific P=1,386,607,212 P=1,742,336,664<br />

North America 169,629,594 54,214,381<br />

Europe 122,244,502 52,265,667<br />

Middle East 108,885,265 98,796,778<br />

Total P=1,787,366,573 P=1,947,613,490<br />

The Parent Company classifies its neither past due nor impaired receivables as high grade. High<br />

grade financial assets includes instruments with credit ratings of excellent, strong, good, or<br />

satisfactory, wherein the borrower has a low probability of default and could withstand the normal<br />

business cycle.<br />

As at December 31, <strong>20</strong>11, the Parent Company has past due but not impaired receivables from<br />

agents amounting to P=8.77 million. These receivables have been outstanding for more than six<br />

months but less than one year. No impairment was recognized relative to these receivables. There<br />

are no past due but not impaired receivables as of December 31, <strong>20</strong>10.<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>11 <strong>20</strong>10<br />

PHP<br />

Equivalent<br />

Cash and Cash<br />

Equivalents Receivables Total<br />

PHP<br />

Equivalent<br />

Currency<br />

CAD − 3,899,810 3,899,810 P=166,949,916 139,422 3,312,925 3,452,347 P=151,305,487<br />

EUR 600,992 702,086 1,303,078 73,922,243 321,739 515,999 837,738 48,567,036<br />

SGD 440,811 1,628,629 2,069,440 69,903,060 89,587 1,254,112 1,343,699 45,565,156<br />

USD 1,263,619 246,093 1,509,712 66,185,751 1,026,855 901,651 1,928,506 84,545,703<br />

AUD 45,588 1,215,971 1,261,559 55,804,483 184,346 783,071 967,417 43,141,040<br />

GBP 14,873 796,606 811,479 54,974,473 14,752 – 14,752 1,002,493<br />

NTD − <strong>20</strong>,248,641 <strong>20</strong>,248,641 29,<strong>20</strong>5,344 – 23,731,378 23,731,378 35,581,1<strong>20</strong><br />

NZD 4,809 309,338 314,147 10,589,449 7,518 212,371 219,889 7,364,909<br />

HKD 23,219 1,496,086 1,519,305 8,565,572 – 1,553,760 1,553,760 8,753,014<br />

QAR 275 – 275 3,311 275 – 275 3,312<br />

Net exposure P=536,103,602 P=425,829,270<br />

*SGVMC116501*


- 23 -<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 />

Currency<br />

Change in nominal<br />

foreign currency<br />

exchange rate<br />

Effect on<br />

pretax<br />

income<br />

<strong>20</strong>11<br />

Change in nominal<br />

foreign currency<br />

exchange rate<br />

Effect on<br />

pretax<br />

income<br />

CAD +2.81 P=10,959,401 -1.60 (P=6,238,760)<br />

EUR +7.36 9,585,817 -0.25 (324,<strong>20</strong>5)<br />

SGD +1.95 4,038,058 -0.66 (1,363,182)<br />

AUD +2.95 3,715,845 -2.94 (3,714,735)<br />

GBP +4.40 3,573,796 -1.06 (856,884)<br />

NTD +0.10 1,985,663 -0.12 (2,434,616)<br />

USD +0.91 1,373,837 -1.94 (2,928,840)<br />

NZD +3.50 1,099,962 -2.44 (766,071)<br />

HKD +0.11 169,062 -0.26 (399,917)<br />

QAR +0.24 66 -0.53 (147)<br />

Change in nominal<br />

<strong>20</strong>10<br />

Change in nominal<br />

foreign currency<br />

Effect on foreign currency Effect on<br />

Currency<br />

exchange rate pretax income exchange rate pretax income<br />

CAD +1.75 P=6,041,607 -2.09 (P=7,215,405)<br />

EUR +8.87 7,430,736 -3.04 (2,546,724)<br />

SGD +0.32 429,984 -1.87 (2,512,717)<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 />

NTD +0.01 237,314 -0.12 (2,847,765)<br />

USD +3.55 6,846,196 -1.61 (3,104,895)<br />

NZD +1.03 226,486 -3.09 (679,457)<br />

HKD +0.41 637,042 -0.08 (124,301)<br />

QAR +1.73 476 -4.08 (1,122)<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>11 and <strong>20</strong>10, 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>11 and <strong>20</strong>10, the Parent Company has unused<br />

credit facilities amounting to P=1.48 billion and P=1.02 billion, respectively (see Note 14).<br />

*SGVMC116501*


- 24 -<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 counterparty has a choice of when the amount is paid, the<br />

liability is allocated to the earliest period in which the Parent Company can be required to pay.<br />

The tables below summarize the maturity profile of the Parent Company’s financial instruments<br />

based on undiscounted contractual payments.<br />

<strong>20</strong>11<br />

Over 60 days<br />

but less than<br />

Less than 5 days 5 to 30 days 30 to 60 days one year Total<br />

Financial assets<br />

Cash and cash equivalents<br />

Cash on hand P=24,772,521 P=– P=– P= − =24,772,521 P<br />

Cash in banks<br />

Accounts receivable<br />

642,750,978 − − − 642,750,978<br />

Agents 984,506,271 − − 8,773,779 993,280,050<br />

Couriers − − 3,523,052 − 3,523,052<br />

P=1,652,029,770 P=– P=3,523,052 P=8,773,779 P=1,664,326,601<br />

Financial liabilities<br />

Beneficiaries and other<br />

payables:<br />

Beneficiaries<br />

Advances from related<br />

P=155,140,304 P=– P=– P= − =155,140,304 P<br />

parties<br />

Agents, couriers and<br />

– – 79,753,117<br />

− 79,753,117<br />

trading clients 44,404,974 – –<br />

− 44,404,974<br />

Accrued expenses – – 7,019,510 − 7,019,510<br />

Payable to suppliers – – 1,391,836 − 1,391,836<br />

Others – – 476,730 − 476,730<br />

Interest-bearing loans 95,050,139 571,866,010 − − 666,916,149<br />

P=294,595,417 P=571,866,010 P=88,641,193 P= − =955,102,6<strong>20</strong> P<br />

<strong>20</strong>10<br />

Less than 5 days 5 to 30 days 30 to 60 days<br />

Over 60 days<br />

but less than<br />

one year Total<br />

Financial assets<br />

Cash and cash equivalents<br />

Cash on hand P=41,745,551 P=– P=– P=– P=41,745,551<br />

Cash in banks<br />

Accounts receivable<br />

685,9<strong>20</strong>,368 – – – 685,9<strong>20</strong>,368<br />

Agents 1,081,402,745 – – − 1,081,402,745<br />

Couriers – – 34,283,<strong>20</strong>1 – 34,283,<strong>20</strong>1<br />

P=1,809,068,664 P=– P=34,283,<strong>20</strong>1 P=− P=1,843,351,865<br />

Financial liabilities<br />

Beneficiaries and other<br />

payables:<br />

Beneficiaries<br />

Advances from related<br />

P=144,960,550 P=– P=– P=− P=144,960,550<br />

parties<br />

Agents, couriers and<br />

– – 74,161,090<br />

− 74,161,090<br />

trading clients 27,101,817 – –<br />

− 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=− P=1,134,586,486<br />

*SGVMC116501*


6. Cash and Cash Equivalents<br />

This account consists of:<br />

- 25 -<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Cash on hand P=24,772,521 P=41,745,551<br />

Cash in banks (Note 22) 642,750,978 685,9<strong>20</strong>,368<br />

P=667,523,499 P=727,665,919<br />

Cash in banks earn interest at the respective bank deposit rates.<br />

In <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, interest income amounted to P=2.95 million, P=3.22 million and<br />

P=7.67 million, respectively.<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>11 December 31, <strong>20</strong>10<br />

Amount PHP equivalent Amount PHP equivalent<br />

USD 1,263,619 P=55,397,057 1,026,855 P=45,017,323<br />

EUR 600,992 34,093,651 321,739 18,652,502<br />

SGD 440,811 14,890,031 89,587 3,037,917<br />

AUD 45,588 2,016,565 184,346 8,2<strong>20</strong>,734<br />

GBP 14,873 1,007,585 14,752 1,002,493<br />

NZD 4,809 162,105 7,518 251,806<br />

HKD 23,219 130,905 − −<br />

QAR 275 3,312 275 3,312<br />

CAD – – 139,422 6,110,427<br />

P=107,701,211 P=82,296,514<br />

Cash in banks earn interest rates in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09 ranging as follows for:<br />

PHP-Denominated 0.50% to 2.00%<br />

Foreign Currency-Denominated 0.25% to 0.50%<br />

7. Accounts Receivable<br />

This account consists of receivables from:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Agents P=993,280,050 P=1,081,402,745<br />

Couriers 3,523,052 34,283,<strong>20</strong>1<br />

P=996,803,102 P=1,115,685,946<br />

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.<br />

Receivables from couriers pertain to advances made to the courier companies to ease up the doorto-door<br />

delivery of the remittances to the beneficiaries. These are settled within 30 to 60 days<br />

from transaction date.<br />

*SGVMC116501*


8. Other Receivables<br />

This account consists of:<br />

- 26 -<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Related parties (Note 22) P=137,260,244 P=97,767,888<br />

Officers and employees 2,526,259 2,991,428<br />

Noncontrolling shareholders (Note 10) – 39,981,243<br />

Others 3,457,329 1,166,686<br />

P=143,243,832 P=141,907,245<br />

Receivable from the noncontrolling shareholders pertain to the Parent Company’s advances to the<br />

noncontrolling shareholders of IRCGmbH and WEPL. In <strong>20</strong>11, the Parent Company acquired<br />

additional interest in IRCGmbH and WEPL. The receivable from noncontrolling shareholders of<br />

IRCGmbH and WEPL amounting to P=25.01 million and P=12.30 million, respectively, were<br />

applied against the acquisition costs (see Note 10). The remaining P=2.67 million was settled in<br />

July <strong>20</strong>11.<br />

‘Others’ includes advances to contractors and trading clients for foreign exchange transactions.<br />

These outstanding receivables are due within one year.<br />

9. Other Current Assets<br />

This account consists of:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Receivable from Bureau of Internal Revenue (BIR) P=13,160,535 P=13,160,535<br />

Prepaid expenses 5,579,968 1,895,811<br />

Visa cards inventory 3,371,662 8,054,2<strong>20</strong><br />

Suppliers and contractors 1,087,500 50,000<br />

Office supplies 190,328 199,689<br />

Creditable withholding tax 2,979 –<br />

P=23,392,972 P=23,360,255<br />

Receivable from BIR pertains to the excess payments made by the Parent Company in <strong>20</strong>07 for<br />

the Initial Public Offering (IPO) percentage tax. As of December 31, <strong>20</strong>11, 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 />

Prepaid expenses include prepayments for business development, rent, internet connection and<br />

association dues.<br />

*SGVMC116501*


10. Investments in Subsidiaries and Associates<br />

- 27 -<br />

The Parent Company’s investments in subsidiaries and associates consist of the following:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Subsidiaries:<br />

IRCGmbH P=103,215,083 P=78,<strong>20</strong>0,341<br />

IGRL 78,653,145 71,<strong>20</strong>0,000<br />

LSML 42,554,665 42,554,665<br />

WEPL 21,336,890 9,033,072<br />

IRCL 13,444,000 13,444,000<br />

IAPL 8,552,000 8,552,000<br />

PSAGL 5,958,800 5,958,800<br />

KKIJ 5,413,1<strong>20</strong> –<br />

INZL<br />

Associates:<br />

32,400 32,400<br />

<strong>IS</strong>PL 12,600,000 12,600,000<br />

HKHCL 3,573,974 3,573,974<br />

P=295,334,077 P=245,149,252<br />

Establishment of subsidiaries<br />

IRCGmbH<br />

The Parent Company’s BOD approved IRCGmbH’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 />

On December 21, <strong>20</strong>09, the shareholders of IRCGmbH made a non-refundable shareholders’<br />

contribution amounting to EUR1.50 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 IRCGmbH amounting to P=91.16 million and were recognized by the latter as capital reserves<br />

to wipe out its accumulated deficit amounting to GBP0.56 million (P=52.41 million). As a result of<br />

the application of receivables, the Parent Company recognized a receivable amounting to<br />

P=16.52 million from the noncontrolling shareholder. The remaining P=8.49 million was recognized<br />

as a receivable from the noncontrolling shareholder in the separate financial statements of<br />

IRCGmbH. On September 28, <strong>20</strong>10, the Parent Company advanced the P=8.49 million to<br />

IRCGmbH as payment of the receivable from the noncontrolling shareholder. This resulted to the<br />

increase in the Parent Company’s receivable by P=8.49 million (see Note 8). The existing<br />

ownership ratio of 74.90% and 25.10% was maintained towards the end of December 31 <strong>20</strong>10.<br />

On May 5, <strong>20</strong>11, the Parent Company acquired the remaining 25.10% ownership interest in<br />

IRCGmbH from the noncontrolling stockholder for a consideration of P=25.01 million. The<br />

acquisition increased the Parent Company’s ownership interest in IRCGmbH to 100.00% from<br />

74.90%. The receivable from noncontrolling shareholder was applied in full against the total<br />

consideration (see Note 8).<br />

Consequently, on October 11, <strong>20</strong>11, IERCAG changed its legal name to IREMIT <strong>Remittance</strong><br />

Consulting GmbH (IRCGmbH) and changed its legal status from a stock company to a limited<br />

liability company. It also amended its Articles of Incorporation to include management<br />

consultancy in its business activities.<br />

*SGVMC116501*


- 28 -<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 NZD1,000 (P=32,400). INZL started commercial operations on<br />

February 13, <strong>20</strong>08.<br />

KKIJ<br />

On June 10, <strong>20</strong>11, the Parent Company incorporated KKIJ in Japan with the primary purpose of<br />

engaging in money remittance services and other activities related thereto. Accordingly, the<br />

Parent Company made an investment of JPY10.00 million (P=5.41 million). KKIJ has not started<br />

commercial operations as of March 23, <strong>20</strong>12.<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 />

On April 15, <strong>20</strong>11, IGRL was authorized by the Financial Services Authority (FSA) of the United<br />

Kingdom as an Authorized Payment Institution under the European Payment Services Directive, a<br />

legislation adopted by the European Union that aims to harmonize laws across Europe pertaining<br />

to the provision of payment services, including money transfer services. Prior to this grant, the<br />

BOD of IGRL approved the increase of IGRL’s authorized shares to 105,000. Accordingly, the<br />

Parent Company invested GBP0.10 million (P=7.45 million) for the additional capital requirement.<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 />

On March 25 <strong>20</strong>11, the Parent Company’s BOD approved the acquisition of 35.00% ownership<br />

interest from the noncontrolling stockholders of WEPL for a consideration of AUD0.27 million<br />

(P=12.30 million), consequently making the ownership of the Parent Company over WEPL at<br />

100.00%. The Parent Company applied its receivables from the noncontrolling shareholders<br />

against the acquisition cost (see Note 8).<br />

As discussed in Note 1, WEPL is effectively 100.00% owned by the Parent Company through its<br />

direct interest of 70.00% and indirect interest of 30.00% through IAPL.<br />

*SGVMC116501*


- 29 -<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 noncontrolling stockholder in IRCL was transferred to the<br />

Parent 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 noncontrolling stockholder for a consideration of P=3.10 million thereby taking its<br />

ownership in IRCL to 100.00%. Accordingly on June 29, <strong>20</strong>07, the IRCL noncontrolling<br />

stockholder executed a deed of assignment to transfer the ownership interest to the Parent<br />

Company. Under the deed of assignment, the existing advances by the Parent Company to certain<br />

stockholder were applied as 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 noncontrolling stockholder for a consideration of P=24.70 million.<br />

Accordingly on June 29, <strong>20</strong>07, the noncontrolling stockholder of LSML (who is also a stockholder<br />

of the Parent Company) executed deed of assignment to transfer its ownership interest to the<br />

Parent Company.<br />

Acquisition of associates<br />

HKHCL<br />

On July 1, <strong>20</strong>09, the Parent Company acquired 49.00% ownership interest in HKHCL, for a<br />

consideration of NTD2.45 million (P=3.57 million). HKHCL is a remittance business based in<br />

Taiwan.<br />

<strong>IS</strong>PL<br />

On 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 for a consideration of P=12.60 million. <strong>IS</strong>PL is a remittance<br />

business based in Singapore.<br />

*SGVMC116501*


- 30 -<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>11 and <strong>20</strong>10:<br />

<strong>20</strong>11<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 />

PSAGL P=260,768 P=1,959 P=70,608 P=70,409 P=66,526<br />

IRCL 87,150 50,795 102,900 92,629 16,148<br />

IRCGmbH 76,487 64,317 7,053 6,174 9,930<br />

IGRL 49,057 49,256 60,754 50,653 (10,809)<br />

WEPL 33,093 28,188 36,404 34,563 302<br />

LSML 26,072 16,658 17,064 17,055 (265)<br />

INZL 13,083 22,286 6,338 5,277 (3,047)<br />

IAPL 12,301 8,236 953 623 15<br />

KKIJ 11,223 5,612 − − −<br />

Associates:<br />

569,234 247,307 302,074 277,383 78,800<br />

<strong>IS</strong>PL 73,254 49,703 55,924 31,894 3,127<br />

HKHCL 26,875 23,906 19,340 13,151 1,223<br />

P=669,363 P=3<strong>20</strong>,916 P=377,338 P=322,428 P=83,150<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 />

PSAGL P=193,141 P=1,722 P=62,610 P=62,413 P=63,271<br />

IRCL 62,144 40,718 109,058 97,525 666<br />

IRCGmbH 68,553 70,507 13,400 11,711 (46,642)<br />

IGRL 16,662 13,645 55,240 43,769 1,019<br />

WEPL 21,785 17,111 30,546 29,226 <strong>20</strong>0<br />

LSML 24,435 14,722 25,562 25,553 6,107<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 />

<strong>IS</strong>PL 61,<strong>20</strong>9 40,638 56,130 33,198 4,754<br />

HKHCL 69,159 53,006 65,648 22,037 5,996<br />

P=534,558 P=271,6<strong>20</strong> P=428,440 P=334,538 P=34,271<br />

*SGVMC116501*


- 31 -<br />

<strong>20</strong>09<br />

Balance Sheets Statements of Income<br />

Total Total<br />

Gross Net Income<br />

Assets<br />

(In thousands)<br />

Liabilities Revenue Income (Loss)<br />

Subsidiaries:<br />

PSAGL 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 />

IRCGmbH 57,672 7,355 10,750 9,146 (17,022)<br />

IGRL 16,217 14,018 62,353 46,910 1,003<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 />

INZL 13,113 17,987 8,243 7,580 (2,654)<br />

IAPL 28,877 25,058 590 244 3,719<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 />

11. 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>11<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of year P=25,050,187 P=6,834,602 P=3,779,467 P=11,795,343 P=47,459,599<br />

Additions 2,222,849 35,315 285,181 50,000 2,593,345<br />

Disposals – – (10) – (10)<br />

Balance at end of year 27,273,036 6,869,917 4,064,638 11,845,343 50,052,934<br />

Accumulated Depreciation and<br />

Amortization<br />

Balance at beginning of year 21,499,889 2,944,869 2,984,108 10,537,618 37,966,484<br />

Depreciation and amortization 2,483,026 1,309,027 414,913 785,010 4,991,976<br />

Balance at end of year 23,982,915 4,253,896 3,399,021 11,322,628 42,958,460<br />

Net Book Value at End of Year P=3,290,121 P=2,616,021 P=665,617 P=522,715 P=7,094,474<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 />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, the cost of fully depreciated property and equipment still in<br />

use amounted to P=23.13 million and P=22.64 million, respectively.<br />

*SGVMC116501*


- 32 -<br />

Details of depreciation and amortization follow:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Property and equipment P=4,991,976 P=6,550,801 P=6,948,635<br />

Software cost (Note 12) 1,543,083 1,507,900 1,665,896<br />

P=6,535,059 P=8,058,701 P=8,614,531<br />

12. Software Costs - net and Other Noncurrent Assets<br />

Movements in software costs follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Cost<br />

Balance at beginning of year P=12,096,697 P=11,425,409<br />

Additions 1,071,252 671,288<br />

Balance at end of year<br />

Accumulated Amortization<br />

13,167,949 12,096,697<br />

Balance at beginning of year 10,228,625 8,7<strong>20</strong>,725<br />

Amortization (Note 11) 1,543,083 1,507,900<br />

Balance at end of year 11,771,708 10,228,625<br />

Net Book Value at end of year P=1,396,241 P=1,868,072<br />

Other noncurrent assets consist of:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Input VAT P=21,242,725 P=28,493,804<br />

Refundable deposits 4,568,661 4,099,931<br />

Deferred input VAT 326,056 350,550<br />

Others 44,000 44,000<br />

P=26,181,442 P=32,988,285<br />

The Parent Company has applied for tax credits on Input VAT with the BIR and is waiting for the<br />

issuance of Tax Credit Certificates (TCCs). In <strong>20</strong>11, the BIR issued two tax credit certificates to<br />

the Parent Company for its input VAT filed for years <strong>20</strong>05 and <strong>20</strong>06 amounting to P=1.71 million<br />

and P=3.82 million, respectively. Management of the Company believes that it will able to collect<br />

the rest of the TCCs applicable to its outstanding claims. The carrying amounts are already net of<br />

claims disallowed by the BIR amounting to P=2.06 million, nil and P=1.34 million in <strong>20</strong>11, <strong>20</strong>10 and<br />

<strong>20</strong>09, respectively (see Note <strong>20</strong>).<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 />

*SGVMC116501*


13. Beneficiaries and Other Payables<br />

This account consists of:<br />

- 33 -<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Beneficiaries P=155,140,304 P=144,960,550<br />

Advances from related parties (Note 22) 79,753,117 74,161,090<br />

Agents, couriers and trading clients 44,404,974 27,101,817<br />

Accrued expenses 7,019,510 6,250,462<br />

Payable to suppliers 1,391,836 2,958,634<br />

Withholding tax payable 819,129 814,996<br />

Payable to SSS, Philhealth and HDMF 639,773 7,754<br />

Vat payable 17,875 −<br />

Others 476,730 803,350<br />

P=289,663,248 P=257,058,653<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 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>11 and <strong>20</strong>10, the outstanding loans payable of the Parent Company<br />

amounted to P=666.00 million and P=877.00 million, respectively.<br />

In <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, these loans bear annual interest rates ranging from 5.00% to 7.00%,<br />

5.50% to 6.00% and 7.00% to 8.00%, respectively. In <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, the Parent Company<br />

recognized interest expense of P=38.32 million, P=29.21 million and P=48.68 million, respectively.<br />

The Parent Company has unused credit facilities with various banks amounting to P=1.48 billion<br />

and P=1.02 billion as of December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively.<br />

The loans outstanding as of December 31, <strong>20</strong>11 were subsequently paid on various dates in<br />

January and February <strong>20</strong>12.<br />

*SGVMC116501*


15. Equity<br />

- 34 -<br />

Capital Stock<br />

The Parent Company’s capital stock consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Number of<br />

Shares Amount<br />

Number of<br />

Shares Amount<br />

Number of<br />

Shares Amount<br />

Common Stock<br />

Authorized - P=1 par value<br />

per share 1,000,000,000 P=1,000,000,000 1,000,000,000 P=1,000,000,000 1,000,000,000 P=1,000,000,000<br />

Issued:<br />

Balance at beginning<br />

of the year 562,417,000 P=562,417,000 562,417,000 P=562,417,000 562,417,000 P=562,417,000<br />

Stock dividends 55,308,800 55,308,800 – – – –<br />

Balance at end of the year 617,725,800 617,725,800 562,417,000 562,417,000 562,417,000 562,417,000<br />

Treasury stock:<br />

Balance at beginning<br />

of the year (9,329,000) (40,115,150) (9,329,000) (40,115,150) (10,006,<strong>20</strong>0) (40,792,350)<br />

Acquisitions (5,544,000) (12,872,058) – – (130,900) (130,900)<br />

Reissaunce – – – – 808,100 808,100<br />

Balance at end of the year (14,873,000) (52,987,<strong>20</strong>8) (9,329,000) (40,115,150) (9,329,000) (40,115,150)<br />

Issued and outstanding 602,852,800 P=564,738,592 553,088,000 P=522,301,850 553,088,000 P=522,301,850<br />

On September 13, <strong>20</strong>07, the <strong>SEC</strong> approved the registration of 140,604,000 common shares with<br />

offer price of P=4.68 and 454,950,000 outstanding shares with par value of P=1.00. There are 17<br />

registered common stockholders as of December 31, <strong>20</strong>11 and 13 registered common stockholders<br />

as of December 31, <strong>20</strong>10 and <strong>20</strong>09. Shares lodged with the Philippine Central Depository are<br />

registered under the name of PCD Nominee Corporation and as such are treated as being held by<br />

only one shareholder.<br />

Dividends<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 />

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 June 17, <strong>20</strong>11, the Board of Directors of the Parent Company authorized the declaration of<br />

stock dividends equivalent to 10% of outstanding shares of 553,088,000 in favor of its<br />

stockholders-of-record as of August 15, <strong>20</strong>11. The declaration was subsequently ratified and<br />

confirmed by the Parent Company’s stockholders during their annual meeting held on<br />

July 29, <strong>20</strong>11.<br />

Treasury Stock<br />

On August 15, <strong>20</strong>08, the Parent Company’s BOD approved the buy-back program to acquire up to<br />

ten million (10,000,000) of its shares, representing approximately 1.87% of the Parent Company’s<br />

total outstanding common shares, from the market. The Parent Company purchased 9,329,000<br />

shares (P=40.12 million) in <strong>20</strong>08 under the buy-back program.<br />

*SGVMC116501*


- 35 -<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 Notes 16 and 17).<br />

On September 16, <strong>20</strong>11, the Board of Directors of the Parent Company adopted a resolution<br />

authorizing the buy-back of up to ten million (10,000,000) of its shares from the market. The<br />

Parent Company purchased 4,873,000 shares (P=11.35 million) under the buy-back program.<br />

In <strong>20</strong>11, the Parent Company also purchased 671,000 shares (P=1.52 million) under the buy-back<br />

program approved in August 15, <strong>20</strong>08 as discussed above.<br />

Capital Management<br />

The Parent Company’s capital is composed of its equity, which amounts to P=1.<strong>20</strong> billion and<br />

P=1.16 billion as of December 31, <strong>20</strong>11 and <strong>20</strong>10, 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>11 and <strong>20</strong>10.<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 />

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>11.<br />

*SGVMC116501*


- 36 -<br />

The principal actuarial assumptions used in determining the retirement liability of the Parent<br />

Company as of January 1, <strong>20</strong>11 and <strong>20</strong>10 follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Discount rate 9.69% 11.25%<br />

Future salary increases 8.00% 9.00%<br />

Expected return on plan assets 6.00% 6.00%<br />

Average remaining working life (in years) 32.10 31.8<br />

The discount rates used to arrive at the present value of the obligation as of December 31, <strong>20</strong>11<br />

and <strong>20</strong>10 are 6.70% and 9.69%, respectively.<br />

The amounts recognized in the parent company balance sheets follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Present value of obligation P=22,524,680 P=21,847,360<br />

Fair value of plan assets 21,816,324 15,196,930<br />

Deficit (surplus) 708,356 6,650,430<br />

Unrecognized actuarial losses (1,076,750) (5,872,169)<br />

Retirement (asset) liability (P=368,394) P=778,261<br />

The movements in the fair value of plan assets in <strong>20</strong>11 and <strong>20</strong>10 are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year P=15,196,930 P=12,421,022<br />

Contributions 6,895,233 5,229,490<br />

Expected return on plan assets 1,118,673 738,073<br />

Benefits paid from plan assets – (548,626)<br />

Actuarial (loss) gain (1,394,512) (2,643,029)<br />

Balance at end of year P=21,816,324 P=15,196,930<br />

The actual return on the plan assets of the Parent Company in <strong>20</strong>11 and <strong>20</strong>10 amounted to a loss<br />

of P=1.90 million and a gain of P=4.45 million, respectively.<br />

The Parent Company expects to contribute P=6.53 million to its retirement fund in <strong>20</strong>12.<br />

The movements in the present value of obligation are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year P=21,847,360 P=10,080,516<br />

Current service cost 4,618,548 2,143,246<br />

Interest cost 2,117,009 1,134,058<br />

Benefits paid from plan assets – (548,626)<br />

Actuarial loss (6,058,237) 9,038,166<br />

Balance at end of year P=22,524,680 P=21,847,360<br />

*SGVMC116501*


- 37 -<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>11 <strong>20</strong>10 <strong>20</strong>09<br />

Current service cost P=4,618,548 P=2,143,246 P=1,819,273<br />

Interest cost 2,117,009 1,134,058 999,326<br />

Expected return on plan assets (1,118,673) (738,073) –<br />

Actuarial (gains) loss recognized 131,694 (163,104) (53,418)<br />

Amortization of transitional liability – – 252,228<br />

P=5,748,578 P=2,376,127 P=3,017,409<br />

The movements in the retirement (asset) liability recognized in the parent company balance sheets<br />

are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year P=778,261 P=3,631,624<br />

Retirement expense 5,748,578 2,376,127<br />

Contributions (6,895,233) (5,229,490)<br />

Balance at end of year (P=368,394) P=778,261<br />

Movements in the unrecognized actuarial (gains) losses are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Balance at beginning of year 5,872,169 (P=5,972,130)<br />

Actuarial loss (gain) during the year (4,663,725) 11,681,195<br />

Actuarial (loss) gain recognized (131,694) 163,104<br />

Balance at end of year P=1,076,750 P=5,872,169<br />

The major categories of plan assets follow:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Private equity securities* P=9,245,139 P=10,249,745<br />

Deposits in banks 7,613,374 2,047,387<br />

Government debt securities 4,763,467 2,760,719<br />

Interest receivable 215,615 162,126<br />

Trust fee payable (21,271) (23,047)<br />

P=21,816,324 P=15,196,930<br />

*This includes P=0.81 million of the Parent Company’s own equity securities bought under the 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>11 <strong>20</strong>10 <strong>20</strong>09 <strong>20</strong>08 <strong>20</strong>07<br />

Present value of obligation 22,524,680 P=21,847,360 P=10,080,516 P=6,574,511 P=7,770,113<br />

Fair value of plan assets 21,816,324 15,196,930 12,421,022 3,168,050 −<br />

Deficit (surplus) 708,356 6,650,430 (2,340,506) 3,406,461 7,770,113<br />

Changes in actuarial assumptions (498,493) 9,932,542 1,070,082 (3,766,312) (9,785,892)<br />

Experience adjustments on plan<br />

liabilities (5,559,744) (894,376) (382,676) (<strong>20</strong>6,448) 4,176,250<br />

Experience adjustments on plan assets (1,394,512) (2,643,029) 4,452,972 – −<br />

*SGVMC116501*


17. Special Stock Purchase Program (SSPP)<br />

- 38 -<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.<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 />

*SGVMC116501*


- 39 -<br />

(b) A lease agreement with Wynsum Realty was entered into for a period of 24 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 another<br />

period of 2 years from September 1, <strong>20</strong>10 to August 31, <strong>20</strong>12 with the same terms.<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 period of 2 years from February 1, <strong>20</strong>10 to<br />

January 31, <strong>20</strong>12 with the same terms.<br />

(d) A lease agreement with Oakridge Properties (Unit 2603) was entered into for a period of 12<br />

months, which commenced on December 1, <strong>20</strong>08 and expired on November 30, <strong>20</strong>09. The<br />

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 monthly rental on the 13th month of the<br />

lease term. The contract was renewed for another period of 2 years from December 1, <strong>20</strong>11 to<br />

November 30, <strong>20</strong>13 with the same terms.<br />

(e) On January 6, <strong>20</strong>09, a lease agreement with Oakridge Properties (Unit 2703) was entered into<br />

for a period of 24 months commencing February 1, <strong>20</strong>09 to January 31, <strong>20</strong>11 with a 10.00%<br />

escalation rate on the aggregate monthly rental effective on the 13th month of the lease term.<br />

The contract was renewed for a period of 2 years from February 1, <strong>20</strong>11 to January 31, <strong>20</strong>13<br />

with the same terms.<br />

(f) On July 1, <strong>20</strong>11, the Parent Company entered into a sublease agreement with Surewell<br />

Equities Pte Ltd., one of the stockholders of the Parent Company, for the use of the latter’s<br />

office space in Singapore for an initial term of two (2) years.<br />

Total rent expense of the Parent Company amounted to P=14.23 million, P=11.74 million and<br />

P=11.11 million in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09, respectively (see Note 22).<br />

Future minimum rentals payable under non-cancelable operating leases are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Within one year P=10,458,903 P=11,225,119<br />

After one year but not more than five years 7,101,949 3,122,961<br />

P=17,560,852 P=14,348,080<br />

19. Marketing Expenses<br />

This account consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Marketing and promotions P=22,310,186 P=27,448,244 P=11,465,823<br />

Advertising and publicity 5,937,904 4,950,676 3,378,503<br />

P=28,248,090 P=32,398,9<strong>20</strong> P=14,844,326<br />

*SGVMC116501*


<strong>20</strong>. Other Operating Expenses<br />

This account consists of:<br />

- 40 -<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Taxes and licenses P=6,726,300 P=6,085,301 P=2,253,135<br />

Association dues 3,230,078 1,927,949 2,066,643<br />

Business development 2,974,650 2,679,500 943,210<br />

Disallowance of input VAT by BIR 2,058,616 – 1,338,804<br />

Insurance 814,865 613,229 754,666<br />

Repairs and maintenance 691,037 799,563 508,566<br />

Donations and contributions – 1,155,280 1,<strong>20</strong>9,115<br />

Miscellaneous 2,136,107 1,784,742 1,730,305<br />

P=18,631,653 P=15,045,564 P=10,804,444<br />

‘Miscellaneous’ includes various expenses incurred on recruitment, Christmas parties, and<br />

Christmas giveaways.<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 />

sourced from the remittance transactions.<br />

‘Other operating income’ consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Service fees P=6,316,114 P=– P=–<br />

Rebates 2,881,469 687,509 2,595,006<br />

Foreign exchange gain - net 2,722,754 116,<strong>20</strong>5 5,172,171<br />

Reversal of foreign income tax − 2,406,695 −<br />

Dividends – 596,381 34,242,442<br />

Others 1,504,014 1,077,589 2,594,154<br />

P=13,424,351 P=4,884,379 P=44,603,773<br />

Service fees pertain to revenue earned from services rendered by the call center agents employed<br />

by the Parent Company to service the phone in transactions of its foreign subsidiary offices in<br />

Canada, New Zealand, Australia and UK (see Note 22). Also included on this classification is the<br />

service fee collected from the Social Security System (SSS) for remittance accepted and transacted<br />

by the Parent Company on its behalf amounting to P=0.15 million.<br />

Foreign exchange gain - net represents currency exchange income (net of losses) arising from<br />

revaluation of foreign currency denominated assets and liabilities.<br />

Rebates pertain to the refund of bank service charges.<br />

*SGVMC116501*


22. Related Party Transactions<br />

- 41 -<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 Parent Company transacts with its related parties. Under<br />

the Parent Company’s existing policies, these transactions are made substantially on the same<br />

terms and conditions as transactions with other individuals and businesses of comparable risks.<br />

The Parent Company engages in transactions with related parties consisting primarily of the<br />

following:<br />

(a) Delivery fees earned from clients of subsidiaries and associates are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

IRCL P=55,556,118 P=55,227,017 P=51,071,109<br />

HKHCL 46,127,251 33,<strong>20</strong>2,567 25,364,567<br />

IAPL and WEPL 28,136,596 26,166,135 30,787,242<br />

<strong>IS</strong>PL 24,463,777 25,080,948 27,016,303<br />

IGRL 17,147,494 21,562,260 22,736,884<br />

LSML 7,562,975 10,342,216 9,633,356<br />

INZL 4,032,091 3,498,875 2,697,639<br />

IRCGmbH 1,242,098 3,899,549 4,368,628<br />

P=184,268,400 P=178,979,567 P=173,675,728<br />

(b) The Parent Company leases office spaces from Oakridge Properties (see Note 18). Rent<br />

expense amounted to P=9.88 million, P=9.25 million and P=8.17 million in <strong>20</strong>11, <strong>20</strong>10, and <strong>20</strong>09,<br />

respectively. Oakridge Properties is owned by JTKC, one of the stockholders of the Parent<br />

Company.<br />

(c) The Parent Company entered into a sublease agreement with Surewell Equities Pte Ltd., one<br />

of the stockholders of the Parent Company (see Note 18). Rent expense amounted to<br />

P=0.90 million in <strong>20</strong>11.<br />

(d) The Parent Company’s retirement fund is maintained with Sterling Bank of Asia (SBA), an<br />

affiliate due to common stockholders, as trustee (see Note 16). The Parent Company also has<br />

deposits amounting to P=118.62 million and P=129.71 million with SBA as of<br />

December 31, <strong>20</strong>11 and <strong>20</strong>10, respectively. These deposits earned P=0.43 million, P=1.12<br />

million and P=1.16 million interest income in <strong>20</strong>11, <strong>20</strong>10, and <strong>20</strong>09, respectively.<br />

(e) In <strong>20</strong>11, the Parent Company provides call center services to process the phone-in transactions<br />

of IRCL, INZL, IGRL and WEPL. Service income earned amounted to P=6.17 million.<br />

*SGVMC116501*


- 42 -<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>11 <strong>20</strong>10<br />

Accounts receivable (Note 7):<br />

Subsidiaries:<br />

IRCL 42,142,000 28,873,378<br />

WEPL 23,569,790 11,794,898<br />

IGRL 19,114,840 –<br />

LSML 8,434,669 8,750,196<br />

INZL 5,149,801 7,113,107<br />

IRCGmbH – 9,476,775<br />

IAPL<br />

Associates:<br />

– 25,949<br />

<strong>IS</strong>PL 66,321,905 38,681,856<br />

HKHCL 29,463,514 35,543,489<br />

P=194,196,519 P=140,259,648<br />

Advances to related parties (Note 8):<br />

Subsidiaries:<br />

IRCGmbH P=62,811,308 P=54,579,655<br />

IGRL <strong>20</strong>,421,294 5,099,127<br />

INZL 15,725,924 9,285,149<br />

LSML 6,778,807 4,454,735<br />

KKIJ 5,611,5<strong>20</strong> –<br />

WEPL 604,175 94,113<br />

IAPL 373,740 –<br />

IRCL 150,199 71,646<br />

PSAGL 33,166 –<br />

Associates:<br />

<strong>IS</strong>PL 16,034,604 16,104,921<br />

HKHCL 8,715,507 8,078,542<br />

P=137,260,244 P=97,767,888<br />

Advances from related parties (Note 13):<br />

Subsidiaries:<br />

PSAGL P=75,534,429 P=70,214,989<br />

IAPL 4,218,688 3,946,101<br />

P=79,753,117 P=74,161,090<br />

Accounts receivable pertains to advances made by the Parent Company to beneficiaries of<br />

remittance transactions processed by the subsidiaries and associates.<br />

Advances to subsidiaries include operational cash advances from the Parent Company. These are<br />

non-interest bearing and are due on demand.<br />

Advances to associates pertain to unpaid delivery fees. These are non-interest bearing and are due<br />

on demand.<br />

*SGVMC116501*


- 43 -<br />

The amounts payable to PSAGL pertain to cash advances for Parent Company’s trading<br />

transactions. These are non-interest bearing and are due on demand.<br />

Advances from IAPL include unremitted dividend income from dividends declared by WEPL.<br />

This is non-interest bearing and is due on demand.<br />

As of December 31, <strong>20</strong>11 and <strong>20</strong>10, no provision for credit losses has been recognized for the<br />

amounts due from 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).<br />

The compensation of the key management personnel of the Parent Company in <strong>20</strong>11, <strong>20</strong>10 and<br />

<strong>20</strong>09 are as follows:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Short-term employee benefits P=21,310,932 P=19,605,330 P=17,836,472<br />

Post-employment benefits 1,571,444 549,541 721,632<br />

Share-based payment − – 435,303<br />

P=22,882,376 P=<strong>20</strong>,154,871 P=18,993,407<br />

23. Income Taxes<br />

The provision for income tax consists of:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Current<br />

RCIT P=23,174,172 P=15,785,947 P=25,662,740<br />

Final 589,871 643,945 1,534,105<br />

P=23,764,043 P=16,429,892 P=27,196,845<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=4.46 million, P=2.84 million and P=2.62 million in <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09,<br />

respectively. The allowed EAR limit was P=4.90 million, P=4.63 million and P=4.73 million in <strong>20</strong>11,<br />

<strong>20</strong>10 and <strong>20</strong>09, 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 />

*SGVMC116501*


- 44 -<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>11 and <strong>20</strong>10 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>11 and <strong>20</strong>10, the deferred tax assets and liability recognized by the Parent<br />

Company relates to the tax effects of the following:<br />

<strong>20</strong>11 <strong>20</strong>10<br />

Deferred tax assets on:<br />

Accrued courier charges P=245,354 P=249,069<br />

Other accrued expenses 184,629 −<br />

Retirement liability − 281,692<br />

Subtotal<br />

Less deferred tax liability on<br />

429,983 530,761<br />

Unrealized foreign exchange gain 361,652 530,761<br />

Retirement asset 68,331 −<br />

Subtotal 429,983 530,761<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>11 <strong>20</strong>10<br />

Temporary differences on:<br />

Accrued interest P=1,994,506 P=2,074,213<br />

Accrued courier charges − 393,793<br />

Others 808,582 381,961<br />

P=2,803,088 P=2,849,967<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 />

A reconciliation of the statutory income tax rates and the effective income tax rates in <strong>20</strong>11, <strong>20</strong>10<br />

and <strong>20</strong>09 follows:<br />

<strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09<br />

Statutory income tax 30.00% 30.00% 30.00%<br />

Tax effects of:<br />

Unrecognized deferred tax asset (0.02) (1.15) (2.59)<br />

Interest income subject to final tax (0.37) (0.57) (0.77)<br />

Nondeductible interest expense 0.37 0.56 0.76<br />

Effective income tax 29.98% 28.84% 27.40%<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 />

*SGVMC116501*


- 45 -<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 23, <strong>20</strong>12.<br />

26. Supplementary Information Required Under Revenue Regulations No. 19-<strong>20</strong>11<br />

On December 9, <strong>20</strong>11, the BIR issued RR No. 19-<strong>20</strong>11 prescribing the new income tax forms to<br />

be used effective calendar year <strong>20</strong>11. In the case of corporations using BIR <strong>Form</strong> 1702, the<br />

taxpayer is now required to include as part of its notes to the financial statements, schedules and<br />

information on taxable income and deductions.<br />

In compliance with the requirements set forth by RR 19-<strong>20</strong>11, the schedule and information of<br />

taxable income and deductions are as follows:<br />

Service income P=490,087,163<br />

Cost of services 175,332,116<br />

314,755,047<br />

Non-Operating Taxable Other Income<br />

Miscellaneous Income 14,350,754<br />

Total Gross Income 329,105,801<br />

Less: Itemized deductions<br />

Salaries and Allowances 89,059,553<br />

Interest 38,322,540<br />

Advertising and promotions 28,248,090<br />

Transportation and travel 21,159,472<br />

Rent 14,230,999<br />

Communication, Light and Water 13,782,359<br />

Office Supplies 8,941,140<br />

Professional fees 8,488,153<br />

Taxes and Licenses 6,726,300<br />

Depreciation and amortization 6,535,059<br />

Representation and entertainment 4,459,545<br />

Insurance 814,865<br />

Repairs and maintenance 691,037<br />

Miscellaneous 7,169,373<br />

Others 3,230,078<br />

251,858,563<br />

Net Taxable Income P=77,247,238<br />

*SGVMC116501*


- 46 -<br />

27. 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>11:<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>11<br />

Zero-rated sales of goods and services consist of export sales and those rendered to persons or<br />

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 />

By way of exception, the Parent Company started collecting service fee from the Social<br />

Security System in July <strong>20</strong>11 for contributions remitted by SSS members abroad to the foreign<br />

subsidiary offices of the Parent Company and released subsequently to SSS’s offices by the<br />

Parent Company. The output VAT recognized related to the service fee collected amounts to<br />

P=17,875 as of December 31, <strong>20</strong>11.<br />

b. Input VAT<br />

Amount<br />

Balance at January 1, <strong>20</strong>11 P=28,493,804<br />

Current year’s domestic purchases/payments for:<br />

Goods other than for resale or manufacture −<br />

Capital goods subject to amortization 24,493<br />

Capital goods not subject to amortization 11,8<strong>20</strong><br />

Services lodged under other accounts 307,055<br />

Total 28,837,172<br />

Write-off (2,058,616)<br />

Penalty (6,250)<br />

Claims for Tax Credit/Refund (5,529,581)<br />

Balance at December 31, <strong>20</strong>11 P=21,242,725<br />

c. Withholding taxes<br />

Details of total remittances in <strong>20</strong>11 and balance as of December 31, <strong>20</strong>11 of withholding taxes<br />

are as follows:<br />

Total <strong>Remittance</strong>s Balance<br />

Withholding taxes on compensation and benefits P=9,242,698 P=284,404<br />

Expanded withholding taxes 6,400,381 534,725<br />

P=15,643,079 P=819,129<br />

*SGVMC116501*


- 47 -<br />

Taxes and licenses<br />

Other taxes and licenses include all other taxes, local and national, recognized as ‘Taxes and<br />

licenses’. Details follow:<br />

Amount<br />

Documentary stamp taxes:<br />

Applied on loans P=3,708,779<br />

Applied on other transactions 323,286<br />

Licenses and permits 2,163,071<br />

Others 531,164<br />

P=6,726,300<br />

*SGVMC116501*


INDEPENDENT AUDITORS’ REPORT<br />

ON SUPPLEMENTARY SCHEDULES<br />

The Stockholders and the Board of Directors<br />

I-Remit, Inc.<br />

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

Ortigas Center, Pasig City<br />

We have audited in accordance with Philippine Standards on Auditing, the financial statements of<br />

I-Remit, Inc. (the Parent Company) and have issued our report thereon dated March 23, <strong>20</strong>12. Our<br />

audits were made for the purpose of forming an opinion on the basic financial statements taken as a<br />

whole. The accompanying Schedule of Retained Earnings Available for Dividend Declaration as of<br />

December 31, <strong>20</strong>11 is the responsibility of the Parent Company’s management. This schedule is<br />

presented for the purpose of complying with Securities Regulation Code Rule 68.1 and Securities and<br />

Exchange Commission Memorandum Circular No. 11, Series of <strong>20</strong>08, and is not part of the basic<br />

financial statements. This schedule has been subjected to the auditing procedures applied in the audit<br />

of the basic financial statements and, in our opinion, fairly states in all material respects the financial<br />

data required to be set forth therein in relation to the basic financial statements taken as a whole.<br />

SYCIP GORRES VELAYO & CO.<br />

Josephine Adrienne A. Abarca<br />

Partner<br />

CPA Certificate No. 92126<br />

<strong>SEC</strong> Accreditation No. 0466-AR-1 (Group A),<br />

February 11, <strong>20</strong>10, valid until February 10, <strong>20</strong>13<br />

Tax Identification No. 163-257-145<br />

BIR Accreditation No. 08-001998-61-<strong>20</strong>09,<br />

June 1, <strong>20</strong>09, valid until May 31, <strong>20</strong>12<br />

PTR No. 3174577, January 2, <strong>20</strong>12, Makati City<br />

March 23, <strong>20</strong>12<br />

SyCip Gorres Velayo & Co.<br />

6760 Ayala Avenue<br />

1226 Makati City<br />

Philippines<br />

Phone: (632) 891 0307<br />

Fax: (632) 819 0872<br />

www.sgv.com.ph<br />

BOA/PRC Reg. No. 0001,<br />

January 25, <strong>20</strong>10, valid until December 31, <strong>20</strong>12<br />

<strong>SEC</strong> Accreditation No. 0012-FR-2 (Group A),<br />

February 4, <strong>20</strong>10, valid until February 3, <strong>20</strong>13<br />

*SGVMC116501*<br />

A member firm of Ernst & Young <strong>Global</strong> Limited


I-REMIT, INC.<br />

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

Ortigas Center, Pasig City<br />

SCHEDULE OF RETAINED EARNINGS<br />

AVAILABLE FOR DIVIDEND DECLARATION<br />

DECEMBER 31, <strong>20</strong>11<br />

Unappropriated retained earnings, as adjusted to available for dividend<br />

distribution, beginning P=161,219,561<br />

Add: Net income earned during the year<br />

Net income during the year 55,506,145<br />

Less: Unrealized foreign exchange gains - net (except those attributable<br />

to cash and cash equivalents) 1,<strong>20</strong>5,505<br />

Subtotal 54,300,640<br />

Add: Realized income categorized as unrealized in previous years 6,419,981<br />

Net income actually earned during the year 60,7<strong>20</strong>,621<br />

Less: Dividend declarations during the year 55,308,800<br />

Treasury shares 12,872,058<br />

Subtotal (7,460,237)<br />

Retained earnings available for dividend distribution, ending P=153,759,324<br />

*SGVMC116501*


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 (632) 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>12<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 />

I-REMIT, INC. AND SUBSIDIARIES<br />

Consolidated Balance Sheets<br />

Unaudited Audited<br />

Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<br />

Current Assets<br />

Cash and cash equivalents 1,151,790,714 891,235,623<br />

Financial assets at fair value through profit or loss 109,017,759 125,226,264<br />

Accounts receivable 781,790,402 933,545,989<br />

Other receivables 82,784,461 114,431,259<br />

Other current assets 15,177,939 28,928,836<br />

Total Current Assets 2,140,561,275 2,093,367,971<br />

Noncurrent Assets<br />

Investments in associates 18,649,016 23,064,091<br />

Property and equipment - net 23,336,044 19,<strong>20</strong>7,458<br />

Goodwill 92,980,773 92,655,340<br />

Deferred tax asset 7,186,380 4,980,348<br />

Software costs - net 1,591,865 1,450,944<br />

Retirement asset 368,394 368,394<br />

Other noncurrent assets 40,754,263 38,904,367<br />

Total Noncurrent Assets 184,866,735 180,630,942<br />

2,325,428,010 2,273,998,913<br />

LIABILITIES AND EQUITY<br />

Current Liabilities<br />

Beneficiaries and other payables 303,386,845 240,081,152<br />

Income tax payable 16,419,879 6,563,877<br />

Interest-bearing loans 618,000,000 666,000,000<br />

Total Current Liabilities 937,806,724 912,645,029<br />

Noncurrent Liabilities<br />

Retirement liability 92,099 0<br />

Deferred tax liability 32,313 31,969<br />

Total Noncurrent Liabilities 124,412 31,969<br />

Total Liabilities 937,931,136 912,676,998<br />

Equity Attributable to Equity Holders of<br />

the Parent Company<br />

Capital stock 617,725,800 617,725,800<br />

Capital paid-in excess of par value 391,232,478 391,232,478<br />

Retained earnings 474,009,002 440,654,359<br />

Cumulative translation adjustment (42,350,458) (35,303,514)<br />

Treasury stock (53,119,948) (52,987,<strong>20</strong>8)<br />

1,387,496,874 1,361,321,915<br />

Noncontrolling Interest 0 0<br />

Total Equity 1,387,496,874 1,361,321,915<br />

2,325,428,010 2,273,998,913<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>12 Mar. 31, <strong>20</strong>11<br />

REVENUE<br />

Delivery fees 132,436,858 128,162,854<br />

Realized foreign exchange gains - net 66,835,913 85,976,112<br />

Other fees 79,104 <strong>20</strong>7,386<br />

199,351,875 214,346,352<br />

COSTS OF SERVICES<br />

Bank charges 47,905,668 45,629,322<br />

Delivery charges 3,194,145 3,169,479<br />

51,099,813 48,798,801<br />

GROSS INCOME 148,252,062 165,547,551<br />

OTHER OPERATING INCOME (LOSS)<br />

Net trading gains (loss) 5,829,999 2,088,822<br />

Other income 3,075,304 (5,909,955)<br />

8,905,303 (3,821,133)<br />

OPERATING EXPENSES<br />

Salaries, wages and employee benefits 58,959,274 62,258,705<br />

Rental 14,313,814 13,857,319<br />

Marketing 6,892,916 9,188,279<br />

Professional fees 6,997,497 10,827,036<br />

Transportation and travel 4,523,776 6,955,819<br />

Communication, light and water 6,435,976 6,392,805<br />

Photocopying and supplies 2,776,132 2,773,347<br />

Depreciation and amortization 2,742,410 3,268,675<br />

Entertainment, amusement and recreation 1,609,160 919,309<br />

Other operating expenses 6,988,194 4,267,316<br />

112,239,149 1<strong>20</strong>,708,610<br />

TOTAL OPERATING INCOME 44,918,216 41,017,808<br />

Equity in net earnings of associates 481,496 660,427<br />

Interest income 2,824,172 3,738,367<br />

Interest expense (5,771,869) (8,324,962)<br />

INCOME BEFORE TAX FROM<br />

CONTINUING OPERATIONS 42,452,015 37,091,640<br />

PROV<strong>IS</strong>ION FOR INCOME TAX 9,097,372 8,724,086<br />

INCOME FROM CONTINUING OPERATIONS 33,354,643 28,367,554<br />

INCOME (LOSS) AFTER TAX FROM<br />

D<strong>IS</strong>CONTINUED OPERATIONS 0 0<br />

NET INCOME 33,354,643 28,367,554<br />

Attributable to:<br />

Equity holders of the Parent Company 33,354,643 31,531,076<br />

Noncontrolling interest 0 (3,163,522)<br />

33,354,643 28,367,554<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>12 Mar. Mar. 31, <strong>20</strong>11<br />

CAPITAL FUNDS, BEGINNING 1,361,321,915 1,271,902,623<br />

Add / (Deduct) Changes in Capital:<br />

Net Income for the Period 33,354,643 31,531,076<br />

Acquisition of Minority Interest 0 (4,914,297)<br />

Purchase of Own Stock (132,740) 0<br />

Other Equity Adjustment (7,046,944) (11,627,256)<br />

CAPITAL FUNDS, ENDING 1,387,496,874 1,286,892,146<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>12 Mar. 31, <strong>20</strong>11<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

Income before tax from continuing operations 42,452,015 37,091,640<br />

Income (loss) before tax from discontinued operations 0 0<br />

Income before tax<br />

Adjustments for:<br />

42,452,015 37,091,640<br />

Interest expense<br />

Unrealized market valuation (gain) loss on financial<br />

instruments at fair value through profit or loss<br />

5,771,869 8,324,962<br />

(16,593,655) (13,803,422)<br />

Depreciation and amortization 2,742,410 3,214,537<br />

Interest income (2,824,171) (3,738,367)<br />

Equity in net earnings of associates (481,496) (660,427)<br />

Unrealized foreign exchange gain - net<br />

Changes in Operating Assets and Liabilities:<br />

Decrease (Increase) in the amounts of:<br />

(3,064,563) 8,321,898<br />

Financial Assets at FV through PL 32,802,160 5,674,600<br />

Accounts receivables 154,8<strong>20</strong>,150 683,923<br />

Other receivables 30,538,108 (117,686,781)<br />

Other current assets<br />

Increase (Decrease) in the amounts of:<br />

13,750,897 18,806,355<br />

Beneficiaries and other payables 63,305,693 334,210,994<br />

Retirement liability 92,099 0<br />

Net cash used in operations 323,311,516 280,439,912<br />

Income taxes paid (1,447,058) (724,156)<br />

Interest received 3,932,861 2,781,083<br />

Interest paid (5,771,869) (8,868,102)<br />

Net cash provided by (used in) operating activities 3<strong>20</strong>,025,450 273,628,737<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

Acquisitions of:<br />

Noncontrolling interest in subsidiaries 0 (11,097,286)<br />

Property and equipment (6,503,429) (3,408,419)<br />

Software cost (418,397) (902,426)<br />

Decrease (increase) in other noncurrent assets (1,849,896) (451,968)<br />

Proceeds from disposals of property and equipment 11,719 23,250<br />

Dividends received from associate 4,896,570 0<br />

Net cash used in investing activities (3,863,433) (15,836,849)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Payment of:<br />

Short-term loans payable (666,000,000) (877,000,000)<br />

Buy-back of shares (132,740) 0<br />

Proceeds from short-term loans payable 618,000,000 701,000,000<br />

Net cash provided by (used in) financing activities (48,132,740) (176,000,000)<br />

EFFECT OF CHANGE IN FOREIGN EXCHANGE<br />

RATE TO CASH AND CASH EQUIVALENTS (7,474,186) (4,193,633)<br />

NET INCREASE (DECREASE) IN<br />

CASH AND CASH EQUIVALENT 260,555,091 77,598,255<br />

CASH AND CASH EQUIVALENTS AT<br />

BEGINNING OF YEAR 891,235,623 883,817,947<br />

CASH AND CASH EQUIVALENTS AT<br />

END OF YEAR 1,151,790,714 961,416,<strong>20</strong>2<br />

4


I-REMIT, INC. AND SUBSIDIARIES<br />

Aging of Consolidated Receivables<br />

Unaudited<br />

March 31, <strong>20</strong>12<br />

Total Current 2-30 Days 31-60 Days Over 60 Days<br />

Agents 775,789,070 775,789,070<br />

-<br />

-<br />

-<br />

Couriers 9,928,743 - 9,928,743<br />

-<br />

-<br />

Related Parties 25,131,100 -<br />

-<br />

- 25,131,100<br />

Others 53,725,950 -<br />

-<br />

- 53,725,950<br />

864,574,863 775,789,070 9,928,743 - 78,857,050<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>12 (unaudited) and December 31, <strong>20</strong>11<br />

(audited);<br />

b. Unaudited Comparative Consolidated Statements of Income for the three (3) months<br />

ended March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11;<br />

c. Unaudited Comparative Consolidated Statements of Changes in Equity for the three (3)<br />

months ended March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11;<br />

d. Unaudited Comparative Consolidated Statements of Cash Flows for the three (3) months<br />

ended March 31, <strong>20</strong>12 and March 31, <strong>20</strong>11;<br />

e. Unaudited Aging of Consolidated Receivables as of March 31, <strong>20</strong>12.<br />

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of<br />

Operations<br />

March 31, <strong>20</strong>12 vs. December 31, <strong>20</strong>11<br />

The total assets of the Company increased by PHP 51.4 million or 2.3% to PHP 2.325 billion<br />

as of March 31, <strong>20</strong>12 against PHP 2.273 billion as of December 31, <strong>20</strong>11. Cash and cash<br />

equivalents increased by PHP 260.6 million or 29.2% from PHP 891.2 million as of December<br />

31, <strong>20</strong>11 to PHP 1.151 billion as of March 31, <strong>20</strong>12. Financial assets at FVPL, which consist<br />

of investments in private debt securities (listed overseas) held for trading, decreased by PHP<br />

16.2 million or -12.9% from PHP 125.2 million as of December 31, <strong>20</strong>11 to PHP 109.0 million<br />

as of March 31, <strong>20</strong>12. Accounts receivable decreased by PHP 151.8 million or -16.3% from<br />

PHP 933.5 million as of December 31, <strong>20</strong>11 to PHP 781.8 million as of March 31, <strong>20</strong>12.<br />

Other receivables decreased by PHP 31.6 million or -27.7% from PHP 114.4 million as of<br />

December 31, <strong>20</strong>11 to PHP 82.8 million as of March 31, <strong>20</strong>12. Other current assets<br />

decreased by PHP 13.8 million or -47.5% from PHP 28.9 million as of December 31, <strong>20</strong>11 to<br />

PHP 15.2 million as of March 31, <strong>20</strong>12. Investments in associates decreased by PHP 4.4<br />

million or -19.1% from PHP 23.0 million as of December 31, <strong>20</strong>11 to PHP 18.6 million as of<br />

March 31, <strong>20</strong>12. Property and equipment-net increased by PHP 4.1 million or 21.5% from<br />

PHP 19.2 million as of December 31, <strong>20</strong>11 to PHP 23.3 million as of March 31, <strong>20</strong>12.<br />

Goodwill increased by PHP 0.3 million or 0.3% from PHP 92.7 million as of December 31,<br />

<strong>20</strong>11 to PHP 93.0 million as of March 31, <strong>20</strong>12 due to foreign exchange adjustment. Deferred<br />

tax asset increased by PHP 2.2 million or 44.3% from PHP 5.0 million as of December 31,<br />

<strong>20</strong>11 to PHP 7.2 million as of March 31, <strong>20</strong>12. Software costs–net increased by PHP 0.1<br />

million or 9.7% from PHP 1.4 million as of December 31, <strong>20</strong>11 to PHP 1.6 million as of March<br />

31, <strong>20</strong>12. Other noncurrent assets increased by PHP 1.8 million or 4.7% from PHP 38.9<br />

million as of December 31, <strong>20</strong>11 to PHP 40.8 million as of March 31, <strong>20</strong>12.<br />

6


Total liabilities increased by PHP 25.2 million or 2.8% from PHP 912.7 million as of December<br />

31, <strong>20</strong>11 to PHP 937.9 million as of March 31, <strong>20</strong>12. Current liabilities increased by PHP 25.2<br />

million or 2.8% from PHP 912.6 million as of December 31, <strong>20</strong>11 to PHP 937.8 million as of<br />

March 31, <strong>20</strong>12 mainly due to the increase in Beneficiaries and other payables by PHP 63.3<br />

million or 26.4% from PHP 240.0 million as of December 31, <strong>20</strong>11 to PHP 303.4 million as of<br />

March 31, <strong>20</strong>12. Interest-bearing loans decreased by PHP 48.0 million or -7.2% from PHP<br />

666.0 million as of December 31, <strong>20</strong>11 to PHP 618.0 million as of March 31, <strong>20</strong>12. Interestbearing<br />

loans consist of unsecured, short-term peso-denominated loans from various local<br />

financial institutions with interest rates ranging from 5.0% to 6.75% per annum in First Quarter<br />

<strong>20</strong>12 and 5.0% to 7.0% in <strong>20</strong>11.<br />

Accounts payable and other liabilities increased by PHP 73.2 million or 29.7% to PHP 319.8<br />

million as of March 31, <strong>20</strong>12 compared with PHP 246.6 million as of December 31, <strong>20</strong>11.<br />

Comprising Accounts payable and other liabilities are payables to beneficiaries of PHP 232.9<br />

million, payables to agents, couriers and trading clients of PHP 34.6 million, accrued<br />

expenses of PHP 17.2 million, withholding tax payable of PHP 2.2 million, advances from<br />

related parties of PHP 12.2 million, income tax payable of PHP 16.4 million, payables to<br />

government agencies of PHP 1.4 million, and other non-trade payables of PHP 2.9 million.<br />

Noncurrent liabilities amounting to PHP 0.12 million as of March 31, <strong>20</strong>12 consist of<br />

retirement liability of PHP 0.09 million and deferred tax liability of PHP 0.03 million.<br />

The Company’s stockholders’ equity as of March 31, <strong>20</strong>12 stood at PHP 1.387 billion, higher<br />

by PHP 26.2 million or 1.9% against the year-end <strong>20</strong>11 level of PHP 1.361 billion due to<br />

higher net income.<br />

The Bangko Sentral ng Pilipinas reported last month that money transfers by overseas<br />

Filipinos grew by 5.8% to USD1.587 billion in February <strong>20</strong>12 from USD1.5 billion a year<br />

earlier. On a year-to-date basis, the total remittance inflows amounted to USD3.144 billion in<br />

January to February of <strong>20</strong>12, growing by 5.6% against the inflows of USD2.977 billion in the<br />

first two (2) months of <strong>20</strong>11. The continued inflow of remittances is supported by the<br />

sustained demand for Filipino manpower in various foreign labor markets. The Philippine<br />

Overseas Employment Administration (POEA) recently announced that it expects over a<br />

million highly skilled Filipino workers would be hired abroad this year. The latest data from the<br />

POEA showed that for the period January-March <strong>20</strong>12, job orders for professional and<br />

technical, service and production workers increased 24.6% to <strong>20</strong>0,010 compared with the<br />

same period last year. These are mainly intended for employment opportunities in Saudi<br />

Arabia, United Arab Emirates, Qatar, Taiwan, Kuwait, Singapore and Hong Kong, among<br />

others.<br />

7


Below are the comparative key performance indicators of the Company and its subsidiaries:<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12 Dec. 31, <strong>20</strong>11<br />

Net income* over average<br />

(Three Months) (Full Year)<br />

Return on Equity (ROE) stockholders’ equity during<br />

the period<br />

2% 10%<br />

Return on Assets<br />

(ROA)<br />

Net income* over average<br />

total assets during the period<br />

1% 5%<br />

Earnings per Share<br />

(EPS)<br />

Net income* over average<br />

number of outstanding shares<br />

Total transaction value in<br />

PHP 0.06 PHP 0.22<br />

Sales Growth<br />

USD in present period over<br />

the previous year<br />

47% 17%<br />

Gross Income<br />

Revenue less total cost of<br />

services (PHP millions)<br />

148.2 588.4<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>12 and for the year ended December 31, <strong>20</strong>11 are PHP 0.06 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 Mar. 31, <strong>20</strong>12<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 />

8<br />

(Three Months)<br />

Dec. 31, <strong>20</strong>11<br />

(Full Year)<br />

0.5% 56%<br />

0.2% 22%<br />

PHP 0.46 PHP 43.64<br />

-5% 2%<br />

21.9 92.6


Lucky Star Management Limited<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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 />

(Three Months)<br />

IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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>11<br />

(Full Year)<br />

-7% -3%<br />

-2% -1%<br />

PHP -3.08 PHP -1.33<br />

-14% -25%<br />

3.5 17.0<br />

(Three Months)<br />

I-Remit Australia Pty Ltd<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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>11<br />

(Full Year)<br />

-96% -767%<br />

-3% -33%<br />

PHP -<strong>20</strong>,881.96 PHP -108,090.79<br />

61% 28%<br />

18.4 50.7<br />

(Three Months)<br />

Dec. 31, <strong>20</strong>11<br />

(Full Year)<br />

0.1% 0.4%<br />

0.04% 0.2%<br />

PHP 2,225.00 PHP 7,306.00<br />

- -<br />

0.05 0.6


Worldwide Exchange Pty Ltd<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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 />

(Three Months)<br />

I-Remit New Zealand Limited<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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>11<br />

(Full Year)<br />

0.3% 6%<br />

0.04% 1%<br />

PHP 0.13 PHP 3.02<br />

32% 11%<br />

9.2 34.6<br />

(Three Months)<br />

IREMIT <strong>Remittance</strong> Consulting GmbH<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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>11<br />

(Full Year)<br />

19% 40%<br />

-14% -24%<br />

PHP -1,908.51 PHP -3,046.61<br />

39% 23%<br />

-0.7 5.3<br />

(Three Months)<br />

Dec. 31, <strong>20</strong>11<br />

(Full Year)<br />

-22% 194%<br />

-4% 14%<br />

PHP -35.28 PHP 141.86<br />

-99% -19%<br />

0.03 0.5


Power Star Asia Group Limited<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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 />

March 31, <strong>20</strong>12 vs. March 31, <strong>20</strong>11<br />

Revenue less total cost of<br />

services (PHP millions)<br />

11<br />

(Three Months)<br />

Dec. 31, <strong>20</strong>11<br />

(Full Year)<br />

8% 30%<br />

8% 29%<br />

PHP 22.46 PHP 66.53<br />

- -<br />

17.2 70.4<br />

I-Remit realized a consolidated net income of PHP 33.4 million in First Quarter <strong>20</strong>12, an<br />

increase of PHP 5.0 million or 17.6% over the consolidated net income of PHP 28.4 million in<br />

First Quarter <strong>20</strong>11.<br />

Revenues decreased by PHP 15.0 million or -7.0% to PHP 199.3 million in First Quarter <strong>20</strong>12<br />

from PHP 214.3 million in First Quarter <strong>20</strong>11. Accordingly, the Company’s gross income<br />

decreased by PHP 17.3 million or -10.4% from PHP 165.5 million in First Quarter <strong>20</strong>11 to<br />

PHP 148.2 million in First Quarter <strong>20</strong>12.<br />

Transaction count increased by 4.4% from 698,007 in First Quarter <strong>20</strong>11 to 728,465 in First<br />

Quarter <strong>20</strong>12). USD remittance volume increased by 47.3% from USD 3<strong>20</strong>.4 million in First<br />

Quarter <strong>20</strong>11 to USD 471.8 million in First Quarter <strong>20</strong>12). Of the total transaction count in<br />

First Quarter <strong>20</strong>12, the percentage contributions per region are as follows: Asia-Pacific, 43%;<br />

Middle East, 29%; North America, 13%; and Europe, 12%. In terms of USD remittance<br />

volume, the regional contributions are as follows: Asia-Pacific, 26%; Middle East, 13%, North<br />

America, 10%, and Europe, 9%.<br />

Other operating income increased by PHP 12.7 million from a net loss of PHP 3.8 million in<br />

First Quarter <strong>20</strong>11 to an income of PHP 8.9 million in First Quarter <strong>20</strong>12.<br />

Total operating expenses was lower by PHP 8.5 million or -7.0% from PHP 1<strong>20</strong>.7 million in<br />

First Quarter <strong>20</strong>11 to PHP 112.2 million in First Quarter <strong>20</strong>12 mainly on account of lower<br />

professional fees, salaries, wages and employee benefits, transportation and travel, and<br />

marketing expenses. Interest expense was lower by PHP 2.6 million from PHP 8.3 million in<br />

First Quarter <strong>20</strong>11 to PHP 5.8 million in First Quarter <strong>20</strong>12.<br />

The total assets of the Company decreased by PHP 212.4 million or -8.4% to PHP 2.325<br />

billion as of March 31, <strong>20</strong>12 against PHP 2.537 billion as of March 31, <strong>20</strong>11. Cash and cash<br />

equivalents increased by PHP 190.4 million or 19.8% from PHP 961.4 million as of March 31,<br />

<strong>20</strong>11 to PHP 1.151 billion as of March 31, <strong>20</strong>12. Financial assets at FVPL, which consist of<br />

investments in private debt securities (listed overseas) held for trading, stood at PHP 109.0


million as of March 31, <strong>20</strong>12, a decrease of PHP 2.0 million or -1.8% against PHP 111.0<br />

million as of March 31, <strong>20</strong>11. Receivables decreased by PHP 387.8 million or -31.0% from<br />

PHP 1.252 billion as of March 31, <strong>20</strong>11 to PHP 864.6 million as of March 31, <strong>20</strong>12. Other<br />

current assets decreased by PHP 2.7 million or -15.1% from PHP 17.9 million as of March 31,<br />

<strong>20</strong>11 to PHP 15.2 million as of March 31, <strong>20</strong>12. Investments in associates decreased by PHP<br />

2.9 million or -13.6% from PHP 21.6 million as of March 31, <strong>20</strong>11 to PHP 18.6 million as of<br />

March 31, <strong>20</strong>12. Property and equipment-net decreased by PHP 4.8 million or -17.0% from<br />

PHP 28.1 million as of March 31, <strong>20</strong>11 to PHP 23.3 million as of March 31, <strong>20</strong>12. Goodwill<br />

decreased by PHP 1.5 million or -1.6% from PHP 94.5 million as of March 31, <strong>20</strong>11 to PHP<br />

93.0 million as of March 31, <strong>20</strong>12 due to foreign exchange adjustment. Deferred tax asset<br />

increased by PHP 1.9 million or 36.5% from PHP 5.3 million as of March 31, <strong>20</strong>11 to PHP 7.2<br />

million as of March 31, <strong>20</strong>12. Software costs–net decreased by PHP 1.0 million or -38.8%<br />

from PHP 2.6 million as of March 31, <strong>20</strong>11 to PHP 1.6 million as of March 31, <strong>20</strong>12. Other<br />

noncurrent assets decreased by PHP 2.3 million or -5.4% from PHP 43.1 million as of March<br />

31, <strong>20</strong>11 to PHP 40.8 million as of March 31, <strong>20</strong>12.<br />

Total liabilities decreased by PHP 313.0 million or -25.0% from PHP 1.250 billion as of March<br />

31, <strong>20</strong>11 to PHP 937.9 million as of March 31, <strong>20</strong>12. Current liabilities decreased by PHP<br />

312.4 million or -25.0% from PHP 1.250 billion as of March 31, <strong>20</strong>11 to PHP 937.8 million as<br />

of March 31, <strong>20</strong>12 mainly due to the decrease in beneficiaries and other payables by PHP<br />

229.8 million or -43.1 from PHP 533.2 million as of March 31, <strong>20</strong>11 to PHP 303.4 million as of<br />

March 31, <strong>20</strong>12 as well as to interest-bearing loans by PHP 83.0 million or -11.8 from PHP<br />

701.0 million as of March 31, <strong>20</strong>11 to PHP 618.0 million as of March 31, <strong>20</strong>12. Interestbearing<br />

loans consist of unsecured, short-term peso-denominated loans from various local<br />

financial institutions with interest rates ranging from 5.0% to 6.75% per annum in First Quarter<br />

<strong>20</strong>12 and 5.0% to 6.0% in First Quarter <strong>20</strong>11.<br />

Accounts payable and other liabilities decreased by PHP 229.4 million or -41.8% to PHP<br />

319.8 million as of March 31, <strong>20</strong>12 compared with PHP 549.2 million as of March 31, <strong>20</strong>11.<br />

Comprising accounts payable and other liabilities are payables to beneficiaries of PHP 232.9<br />

million, payables to agents, couriers and trading clients of PHP 34.6 million, accrued<br />

expenses of PHP 17.2 million, withholding tax payable of PHP 2.2 million, advances from<br />

related parties of PHP 12.2 million, income tax payable of PHP 16.4 million, payables to<br />

government agencies of PHP 1.4 million, and other non-trade payables of PHP 2.9 million.<br />

Noncurrent liabilities amounting to PHP 0.12 million as of March 31, <strong>20</strong>12 consist of<br />

retirement liability of PHP 0.09 million and deferred tax liability of PHP 0.03 million.<br />

The Company’s stockholders’ equity as of March 31, <strong>20</strong>12 stood at PHP 1.387 billion, higher<br />

by PHP 100.6 million or 7.8% against the March 31, <strong>20</strong>11 level of PHP 1.286 billion due to<br />

higher net income and stock dividend.<br />

The Bangko Sentral ng Pilipinas reported last month that money transfers by overseas<br />

Filipinos grew by 5.8% to USD1.587 billion in February <strong>20</strong>12 from USD1.5 billion a year<br />

earlier. On a year-to-date basis, the total remittance inflows amounted to USD3.144 billion in<br />

January to February of <strong>20</strong>12, growing by 5.6% against the inflows of USD2.977 billion in the<br />

first two (2) months of <strong>20</strong>11. The continued inflow of remittances is supported by the<br />

sustained demand for Filipino manpower in various foreign labor markets. The Philippine<br />

Overseas Employment Administration (POEA) recently announced that it expects over a<br />

million highly skilled Filipino workers would be hired abroad this year. The latest data from the<br />

POEA showed that for the period January-March <strong>20</strong>12, job orders for professional and<br />

technical, service and production workers increased 24.6% to <strong>20</strong>0,010 compared with the<br />

same period last year. These are mainly intended for employment opportunities in Saudi<br />

Arabia, United Arab Emirates, Qatar, Taiwan, Kuwait, Singapore and Hong Kong, among<br />

others.<br />

12


Below are the comparative key performance indicators of the Company and its subsidiaries:<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12 Mar. 31, <strong>20</strong>11<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 0.06 PHP 0.05<br />

Sales Growth<br />

USD in present period over<br />

the same period in the<br />

previous year<br />

47% 9%<br />

Gross Income<br />

Revenue less total cost of<br />

services (PHP millions)<br />

148.2 165.5<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>12 and March 31, <strong>20</strong>11 are P 0.06 and P 0.05, 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 Mar. 31, <strong>20</strong>12<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 />

13<br />

(Three Months)<br />

Mar. 31, <strong>20</strong>11<br />

(Three Months)<br />

0.5% 5%<br />

0.2% 2%<br />

PHP 0.46 PHP 3.12<br />

-5% 7%<br />

21.9 23.7


Lucky Star Management Limited<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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 />

14<br />

(Three Months)<br />

IRemit <strong>Global</strong> <strong>Remittance</strong> Limited<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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>11<br />

(Three Months)<br />

-7% 19%<br />

-2% 9%<br />

PHP -3.08 PHP 10.39<br />

-14% -29%<br />

3.5 6.7<br />

(Three Months)<br />

I-Remit Australia Pty Ltd<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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>11<br />

(Three Months)<br />

-96% 5%<br />

-3% 1%<br />

PHP -<strong>20</strong>,881.96 PHP 1,650.29<br />

61% 15%<br />

18.4 10.5<br />

(Three Months)<br />

Mar. 31, <strong>20</strong>11<br />

(Three Months)<br />

0.1% 0.1%<br />

0.04% 0.1%<br />

PHP 2,225.00 PHP 2,433.00<br />

- -<br />

0.05 0.1


Worldwide Exchange Pty Ltd<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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 />

(Three Months)<br />

I-Remit New Zealand Limited<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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>11<br />

(Three Months)<br />

0.3% -40%<br />

0.04% -5%<br />

PHP 0.13 PHP -15.52<br />

32% 21%<br />

9.2 7.5<br />

(Three Months)<br />

IREMIT <strong>Remittance</strong> Consulting GmbH<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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>11<br />

(Three Months)<br />

19% 11%<br />

-14% -6%<br />

PHP -1,908.51 PHP -719.31<br />

39% 19%<br />

-0.7 1.4<br />

(Three Months)<br />

Mar. 31, <strong>20</strong>11<br />

(Three Months)<br />

-22% 149%<br />

-4% -22%<br />

PHP -35.28 PHP -180.05<br />

-99% 19%<br />

0.03 8.3


Power Star Asia Group Limited<br />

Performance Indicator Definition Mar. 31, <strong>20</strong>12<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 />

(Three Months)<br />

Mar. 31, <strong>20</strong>11<br />

(Three Months)<br />

8% 11%<br />

8% 11%<br />

PHP 22.46 PHP 22.72<br />

- -<br />

17.2 21.7<br />

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.


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 23 to 24.<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 18 to 22.<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 22.<br />

(4) Explanation of how risk is incorporated and considered in the valuation of<br />

assets or liabilities.<br />

Please refer to pages 22 to 24.<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 22 to 24.<br />

17


Summary of Significant Accounting Policies<br />

Financial Instruments - Initial Recognition and Subsequent Measurement<br />

Initial Recognition<br />

Financial instruments within the scope of PAS 39 are classified as financial assets at<br />

FVPL, loans and receivables, held-to-maturity (HTM) investments, available-for-sale<br />

(AFS) investments, financial liabilities at FVPL and other financial liabilities. The<br />

classification of financial instruments at initial recognition depends on the purpose for<br />

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. Management determines the classification of its instruments<br />

at initial recognition and, where allowed and appropriate, re-evaluates such designation<br />

at every balance sheet date.<br />

Financial instruments are recognized in the consolidated balance sheet when the Group<br />

becomes a party to the contractual provisions of the instrument. In the case of regular<br />

way of purchase or sale of financial assets, recognition and derecognition, as applicable,<br />

are done using settlement date accounting. Settlement date accounting refers to (a)<br />

recognition of an asset on the day it is received by the Group, and (b) the derecognition<br />

of an asset and recognition of any gain or loss on disposal on the day that it is delivered<br />

by the Group.<br />

The subsequent measurement bases for financial instruments depend on its<br />

classification.<br />

As of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11, the Group has no AFS investments, HTM<br />

investments and financial liabilities at FVPL.<br />

Subsequent Measurement<br />

Financial assets at FVPL<br />

Financial assets at FVPL includes financial assets held for trading (HFT) and financial<br />

assets designated upon initial recognition at fair value through profit or loss. Financial<br />

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 evaluates its HFT investments to determine whether the intention to sell them<br />

in the near term is still appropriate. When in rare circumstances the Group is unable to<br />

trade these financial assets due to inactive markets and management’s intention to sell<br />

them in the foreseeable future significantly changes, the Group may elect to reclassify<br />

these financial assets. The reclassification to loans and receivables, AFS or HTM<br />

depends on the nature of the asset. This evaluation does not affect any financial assets<br />

designated at FVPL using the fair value option at designation, these instruments cannot<br />

be reclassified after initial recognition.<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<br />

used to determine the fair value of these financial instruments. If quoted market prices<br />

are not available, their fair values are estimated based on inputs that are observable in<br />

the market.<br />

18


Classified under this category are the Group’s HFT investments in debt and equity<br />

securities.<br />

Loans and Receivables<br />

Loans and receivables are non-derivative financial assets with fixed or determinable<br />

payments that are not quoted in an active market. After initial measurement, receivables<br />

are carried at amortized cost using the effective interest method less any allowance for<br />

credit losses. Amortized cost is calculated by taking into account any discount or<br />

premium on acquisition and fees and costs that are an integral part of the effective<br />

interest rate (EIR). Gains and losses are recognized in the consolidated statement of<br />

income when the receivables are derecognized or impaired, as well as through the<br />

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.<br />

Otherwise, these are classified as non-current assets.<br />

Classified under this category are the Group’s ‘Cash and cash equivalents’, ‘Accounts<br />

receivable’, ‘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, 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 EIR method.<br />

Other financial liabilities are classified as current liabilities when the Group expects to<br />

settle the liability within twelve months from the balance sheet date. Otherwise, these<br />

are classified as noncurrent liabilities.<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 />

19


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 />

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 />

<strong>20</strong>


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 />

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 />

21


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.<br />

Estimates of changes in future cash flows reflect, and are directionally consistent with<br />

changes in related observable data from period to period (such as changes in payment<br />

status, or other factors that are indicative of incurred losses in the group and their<br />

magnitude). The methodology and assumptions used for estimating future cash flows<br />

are reviewed regularly by the Group to reduce any differences between loss estimates<br />

and actual loss experience.<br />

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<br />

financial 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 FVPL - fair values are based on quoted market prices.<br />

Refundable deposits - fair values are based on the present value of future cash flows<br />

discounted using prevailing interest rates ranging from 2.71% to 8.00% and 4.05% to<br />

10.19% as at March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11, respectively.<br />

Fair Value Hierarchy<br />

The Group uses the following hierarchy for determining and disclosing the fair value of<br />

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 the<br />

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 inputs.<br />

22


As of March 31, <strong>20</strong>12 and December 31, <strong>20</strong>11, the financial instruments carried at fair<br />

value only pertains to the Group’s financial assets at FVPL, which consist of investments<br />

in debt and equity securities. The fair values of these debt and equity securities are<br />

based on quoted prices (Level 1). There were no transfers between Level 1 and Level 2<br />

fair value measurements, and no transfers into and out of Level 3 fair value<br />

measurement in <strong>20</strong>12 and <strong>20</strong>11.<br />

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 within the agreed credit terms,<br />

otherwise, the fulfillment or delivery of their remittance transactions will be put on hold;<br />

(c) evaluation of individual potential partners and preferred associates’ creditworthiness,<br />

as well as a close look into the other pertinent aspects of their partners’ businesses<br />

which assures the Group of the financial soundness of their partner firms; and (d)<br />

receivable balances are monitored daily by the regional managers with the result that the<br />

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>12 and December 31, <strong>20</strong>11.<br />

The Group classifies its neither past due nor impaired receivables as high grade. High<br />

grade financial assets includes instruments with credit ratings of excellent, strong, good,<br />

or satisfactory, wherein the borrower has a low probability of default and could withstand<br />

the normal business cycle. Financial assets at FVPL are also assessed as high grade<br />

since these are issued by reputable companies.<br />

23


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 rates<br />

shall be the guiding rate in providing wholesale rates and retail rates to foreign offices<br />

and agents, respectively. The trading proceeds will be used to pay out bank loans and<br />

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>12 and December 31, <strong>20</strong>11, 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 />

Equity Price Risk<br />

Equity price risk is the risk to earnings or capital arising from changes in stock exchange<br />

indices relating to its quoted equity securities. The Group’s exposure to equity price risk<br />

relates primarily to its investments in equity securities.<br />

The Group’s policy is to maintain the risk to an acceptable level. Movement of share<br />

price is monitored regularly to determine impact on its consolidated balance sheet.<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 />

24


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>11.<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>12 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>11.<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 />

25


MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING OF<br />

I-REMIT, INC.<br />

29 July <strong>20</strong>11, 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 403,523,250<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 />

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. Ms. Maria Cecilia V. Soria acted as Secretary and recorded the minutes of the 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 4 July <strong>20</strong>11 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 were present in person or by proxy, holders of 403,523,250 shares of stocks<br />

entitled to vote, representing an attendance of 72.96% 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 23 July <strong>20</strong>10 was dispensed with and the same was approved as<br />

previously circulated to the stockholders.<br />

PRESIDENT’S REPORT AND<br />

<strong>20</strong>10 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 why the Social<br />

Security System was not listed as among the top 16 shareholders of the Corporation. It was<br />

explained that the SSS shares were counted as part of those held under the name of the PCD<br />

Nominee Corporation, considering that the SSS shares are lodged with the PCD. There being no<br />

other questions, upon motion duly made and seconded, the President’s Report as well as the <strong>20</strong>10<br />

1


Audited Financial Statements of the Corporation and accompanying notes thereto were noted and<br />

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 10<br />

March <strong>20</strong>11, passed upon and endorsed the nominations of Messrs. Gregorio T. Yu and Jose Joel<br />

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>11-<strong>20</strong>12 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 />

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 & Co. as the Corporation’s external auditor. Upon motion duly made and<br />

seconded, the following resolution was approved:<br />

“RESOLVED, that the auditing firm of SGV & Co. be re-appointed as<br />

the Corporation’s external auditor for the year <strong>20</strong>11.”<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 />

MARIA CECILIA V. SORIA<br />

Corporate Secretary<br />

F:\data\Clients\685\CORP\MIN\<strong>20</strong>11 ‐ ASM.doc<br />

685‐<strong>20</strong>0 ABKT/CVS/DRV<br />

2


RELEVANT RESOLUTIONS APPROVED BY THE BOARD OF DIRECTORS<br />

MEETING OF THE BOARD OF DIRECTORS<br />

June 17, <strong>20</strong>11<br />

August 19, <strong>20</strong>11<br />

(June <strong>20</strong>11 to May <strong>20</strong>12)<br />

FOR RATIFICATION BY THE STOCKHOLDERS<br />

1<br />

Annex “F”<br />

The Board of Directors authorized the Corporation to borrow money, arrange and negotiate with the<br />

Security Bank Corporation, for the grant of credit line facility, to secure trust receipts, to obtain other<br />

credit facilities, to enter into and assume any financial undertaking with the Bank, with or without<br />

security, in the aggregate amount of Philippine Pesos: Three Hundred Million (₱300,000,000.00) and<br />

Three Million Four Hundred Fifty Thousand Dollars ($3,450,000.00) or the equivalent of said amount<br />

or any portion thereof in foreign currency.<br />

The Board of Directors authorized the Corporation to borrow money, arrange and negotiate with the<br />

Bank of the Philippine Islands for the grant of a credit line facility, to secure trust receipts, to obtain<br />

other credit facilities, to enter into and assume any financial undertaking with the Bank, with or<br />

without security, in the aggregate amount of Philippine Pesos: One Hundred Million<br />

(₱100,000,000.00) and One Hundred Fifty Thousand Dollars ($150,000.00) or the equivalent of said<br />

amount or any portion thereof in foreign currency.<br />

The Board of Directors authorized the Corporation to borrow money, arrange and negotiate with the<br />

China Banking Corporation for the grant of a credit line facility, to secure trust receipts, to obtain other<br />

credit facilities, to enter into and assume any financial undertaking with the Bank, with or without<br />

security, in the aggregate amount of Philippine Pesos: Three Hundred Million (₱300,000,000.00) or<br />

the equivalent of said amount or any portion thereof in foreign currency.<br />

The Board of Directors authorized the Corporation to 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/or foreign currencies with Mizuho Corporate Bank, Ltd. (Manila Branch) for the account of<br />

the Corporation.<br />

The Board of Directors authorized the Corporation to apply for accreditation with Twenty Two Forty<br />

One Properties, Inc. as a real estate collection partner for the Green Residences project of SM<br />

Development Corporation.<br />

The Board of Directors authorized the Corporation to enroll any and all of their accounts in Maybank<br />

Philippines, Inc. with the bank’s Internet Banking Facility.<br />

The Board of Directors authorized the Corporation to enter into an agreement with Mizuho Corporate<br />

Bank Ltd. – Manila Branch for the purpose of availing of the Bank’s <strong>Global</strong> Cash Management<br />

Services.<br />

The Board of Directors authorized the Corporation to borrow money, arrange and negotiate with<br />

Chinatrust (Philippines) Commercial Bank Corporation for the grant of a credit line facility, to secure<br />

trust receipts, to obtain other credit facilities, to enter into and assume any financial undertaking with<br />

the Bank, with or without security, in the aggregate amount of Philippine Pesos: Two Hundred Eighty<br />

Million (₱280,000,000.00).<br />

The Board of Directors authorized the Corporation to apply for and obtain with Security Bank<br />

Corporation on accommodation in the form of a Domestic Bills Purchase Line in the aggregate<br />

principal amount of Philippine Pesos: One Hundred Million (₱100,000,000.00), as well as the<br />

temporary excesses or permanent increases thereon as may be approved by the Bank from time to<br />

time, under such terms and conditions as the Bank may require.


September 16, <strong>20</strong>11<br />

The Board of Directors authorized the Corporation to establish, open and maintain<br />

securities/investment account(s) with Fidelity Securities, Inc.<br />

The Board of Directors authorized the Corporation to borrow money, arrange and negotiate with East<br />

West Banking Corporation for the grant of a credit line facility, to secure trust receipts, to obtain other<br />

credit facilities, and to enter into and assume any financial undertaking with the Bank, with or without<br />

security, in the aggregate amount of Philippine Pesos: Fifty Million (₱50,000,000.00).<br />

The Board of Directors authorized the Corporation to buy back up to Ten Million (10,000,000) shares<br />

from the public through the facilities of the Philippine Stock Exchange until all the shares have been<br />

purchased or until the Corporation deems that the market price is no longer undervalued.<br />

October 28, <strong>20</strong>11<br />

The Board of Directors authorized the Corporation to borrow money, arrange and negotiate with<br />

Union Bank of the Philippines for the grant of a credit line facility, to secure trust receipts, to obtain<br />

other credit facilities, to enter into and assume any financial undertaking with the Bank, with or<br />

without security, in the aggregate amounts of Philippine Pesos: One Billion Seven Hundred Fifty<br />

Million (₱1,750,000,000.00).<br />

The Board of Directors authorized the Corporation to renew its existing bond with Prudential<br />

Guarantee and Assurance Inc., with Policy No. BD-G-16-HOM-0012963 and endorsement number<br />

BD-G16-HOM-0009165A in connection with its accreditation as a non-bank remittance agent by the<br />

Social Security System.<br />

November 18, <strong>20</strong>11<br />

The Board of Directors approved the write-off for taxable year <strong>20</strong>10 of disallowed creditable input<br />

VAT for the years <strong>20</strong>03 and <strong>20</strong>04 amounting to P1,338,803.77.<br />

The Board of Directors approved the write-off for taxable year <strong>20</strong>11 of disallowed creditable input<br />

VAT for the years <strong>20</strong>04 and <strong>20</strong>05 amounting to P2,058,615.71.<br />

January <strong>20</strong>, <strong>20</strong>12<br />

The Board of Directors authorized the Corporation to borrow money, arrange and negotiate with East<br />

West Banking Corporation for the grant of credit line facility, to secure trust receipts, to obtain other<br />

credit facilities, and to enter into and assume any financial undertaking with the Bank, with or without<br />

security, in the aggregate amount of Philippine Pesos: Three Hundred Thirty Million<br />

(P330,000,000.00).<br />

The Board of Directors authorized the Corporation to close its deposit account in United States<br />

Dollars with Union Bank of the Philippines – Emerald Branch for the account of Al Ansari &<br />

Behbehani Exchange Co.<br />

The Board of Directors authorized the Corporation to avail of and enroll in the Optima Online Banking<br />

Facility of Sterling Bank of Asia Inc. in accordance with the terms and conditions imposed by the Bank.<br />

The Board of Directors authorized the Corporation to avail of loans/credit facilities and enter into any<br />

contract or agreement for the purchase or sale of any currency with Equicom Savings Bank up to<br />

the principal amount of Philippine Pesos: Seventy Five Million (P75,000,000.00), or the equivalent<br />

of said amount or any portion thereof in foreign currency; and to enter into any contract for the<br />

renewal and extension of the foregoing transactions, including, wherever necessary, the<br />

restructuring of any loan obligation contracted in connection therewith.<br />

2


February 17, <strong>20</strong>12<br />

March 23, <strong>20</strong>12<br />

May 18, <strong>20</strong>12<br />

The Board of Directors authorized the Corporation to write-off the Corporation’s receivables for the<br />

year ended 31 December <strong>20</strong>10 booked under the account “Receivable – Others” amounting to One<br />

Million Four Hundred Thirteen Thousand Nine Hundred Pesos (P 1,413,900.00).<br />

The Board of Directors authorized Mr. Makoto Kinoshita to represent the Corporation and to negotiate<br />

for and on behalf of the Corporation, as well as to sign, execute, and deliver any and all documents,<br />

resolutions, agreements, and contracts relating to the Corporation’s operations, foreign offices,<br />

branches, and agents in Japan.<br />

The Board of Directors authorized the Corporation to establish and open foreign currency deposit<br />

accounts, whether time, current, savings, money market placement and other types of deposit<br />

accounts with Bank Internasional Indonesia.<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 Indonesian<br />

Rupiah with Bank Internasional Indonesia.<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 United States<br />

Dollars with Union Bank of the Philippines – Emerald Avenue Branch for the account of Al Fardan<br />

Exchange.<br />

The Board of Directors authorized the Corporation to close the Corporation’s deposit accounts nos. 2-<br />

8600-44791, 0142-62996-8, and 286-8008375 with Banco de Oro Unibank – Strata Branch.<br />

The Board of Directors authorized the Corporation to enter into an agreement or arrangement with<br />

Chinatrust Commercial Bank Corporation – Ayala Branch for the purpose of opening a cash<br />

management account with the Bank.<br />

The Board of Directors authorized the Corporation to appear before the National Labor Relations<br />

Commission and file the necessary pleadings therein in connection with NLRC-NCR Case No. 04-<br />

05177-12 titled “Junell F. Dassun vs. IRemit, Inc. and Harris D. Jacildo.” The Board of Directors<br />

likewise authorized the law firm of Gerodias Suchianco Estrella to represent the Corporation in said<br />

case.<br />

3

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