Beruflich Dokumente
Kultur Dokumente
P T F C R E D E V E L O P M E N T C O R P O R A T I O N
8 0 2 A . B O N I F A C I O S T R E E T
B A L I N T A W A K , Q U E Z O N C I T Y
S E C 17 A 2018 N A
NA (02) 362-1808 NA
11th Floor One Orion, 11th Avenue corner University Parkway, Bonifacio Global City, 1634 Taguig, Metro Manila
COVER SHEET
362–1808
(Company’s Telephone Number)
2018 August 31
(Fiscal Year Ending-Month and Day)
31 August 2018
Period Ended Date
8. (02) 362-1808
Issuer’s telephone number, including area code
9. N/A
Former name, former address, and former fiscal year, if changed since last report.
10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA
Yes [√] No [ ]
(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or
Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation
Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports);
Yes [√] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [√] No [ ]
13. The aggregate market value of the voting stock held by non-affiliates of the registrant is P1,016,750,000 as
of August 31, 2018.
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APPLICABLE ONLY TO ISSUERS INVOLVED IN
INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code
subsequent to the distribution of securities under a plan confirmed by a court or the Commission.
15. Briefly describe documents incorporated by reference and identify the part of the SEC Form 17-A into which
the document is incorporated:
Audited Consolidated Financial Statements (incorporated as reference for Items 7 and 12 of SEC
Form 17-A)
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TABLE OF CONTENTS
PAGE NO.
SIGNATURES 29
ANNEX I
ANNEX II
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Part I – BUSINESS AND GENERAL INFORMATION
Item 1. Business
Business Development
PTFC Redevelopment Corporation, formerly, Philippine Tobacco Flue-Curing and Redrying Corporation (the
“Company” or “PTFC”) was incorporated in 1951 and has been in operation for fifty (50) years. As approved by
the SEC, its corporate life was extended up to 28 March 2051.
In 1992, the Company spun-off its old warehouses in Baesa to a newly-formed subsidiary, Baesa
Redevelopment Corporation (“BRC”). BRC purchased the warehouses and leased the land where the
warehouses are located from the Company. BRC then redeveloped and improved the warehousing facilities and
successfully leased them out at improved occupancy and rental rates.
In 1994, the Company consolidated its tobacco operations in Candon, Ilocos Sur. The threshing and re-drying
facilities in Balintawak, Quezon City were transferred to Candon where the Company buys, sorts and temporarily
stores raw tobacco. This move was intended to reduce handling costs and to maximize the use of the Balintawak
property, which had substantially appreciated in value. Encouraged by the experience of BRC, the Company
renovated the vacated plant and storage areas in Balintawak to become a smaller version of the facilities of BRC.
The Company’s tobacco operations had been incurring losses primarily due to declining export and domestic
prices, both in terms of volume and price. Since there were no prospects of a turnaround in the near future, the
Company’s Board of Directors decided to phase out the tobacco business in April 2002. In view of this, 19
regular employees and 319 seasonal workers were separated from the service and given their separation pay.
On March 18, 2014, SEC approved the amendments to the Company's Article of Incorporation and By-laws. The
amendments include change of Company's corporate name from "Philippine Tobacco Flue-Curing and Redrying
Corporation" to "PTFC Redevelopment Corporation" and change its primary purpose to become a real estate
corporation. Its primary purpose is to deal, engage or otherwise acquire an interest in land or real estate
development, whether in the Philippines or elsewhere, to acquire, purchase, sell, convey, encumber, lease, rent,
erect, construct, alter, develop, hold, manage, operate, administer or otherwise deal in and dispose of, for itself
or for others, for profit and advantage, residential, commercial, industrial, recreational, urban and other kinds of
real property.
Total revenues of the Company and BRC for the past three fiscal years are as follows:
Rental Business
The Company continues its long-term lease for a portion of its property in Baesa, Quezon City in favor of its
subsidiary, BRC. The Company also rents out warehouse space in its facilities in Balintawak and a major portion
of Baesa. No single tenant rents a majority of the spaces available. A majority of the tenants are walk-in clients.
The tenants are brought in by referrals from other tenants and by brokers.
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Subsidiary
The Company owns 100% of BRC, which was formed in 1992. BRC purchased all five (5) old warehouses in
Baesa and leased the site of these warehouses from the Company. It successfully redeveloped the warehouses
with a total floor area of about 6.5 hectares to become more marketable and command high rental rates. BRC
has 20 regular employees as of August 31, 2018.
On August 29, 2008, warehouse two to five (2-5) were sold back by BRC to the Company for P57 million, based
on the book value of the said warehouses, to partly finance its planned commercial project. The remainder of
estimated project cost was financed through a P72 million interest-bearing loan facility extended by the Company
to BRC.
In November 2009, BRC completed the development of the Baesa Town Center (BTC), a commercial complex
anchored by one of the country’s top supermarket brands, Robinsons Supermarket. It is the newest mall located
along Quirino Highway in Baesa, Quezon City, and located at the very heart of town, easily accessible to the
surrounding community population.
To resolve the actual and projected cash deficiencies of BRC, on July 26, 2010, BRC's Board of Directors
approved to convert the loans from the Company in the amount of P96,000,000 into additional paid-in capital and
to accept infusion of additional paid-in capital for P64,000,000 from the minority interest which owns 40% of
BRC.
On March 1, 2012, BRC has entered into a contract of absolute sale with the Company, selling the BTC with a
total cost of P136 million and accumulated depreciation of P34 million for a consideration of P117 million,
inclusive of VAT. BRC received P17 million cash and the remaining P100 million is a non-interest bearing long-
term receivable from the Company up to March 2022.
Manpower
As of August 31, 2018, the Company has no employees after the three (3) employees were transferred to the
Subsidiary Company on September 1, 2017 and after the retirement of the two (2) employees from
administration in December 2012. Previous employees were not subjected to any Collective Bargaining
Agreement (CBA). No employees were on strike or plan/threaten to strike. No supplemental or incentive
arrangements were made and are to be made with the employees besides the regular employee benefits, i.e.
SSS, HDMF, PhilHealth, etc.
In the next twelve (12) months, the Company has no plans to hire any employee or key personnel.
Competition
Within a radius of roughly 3-5 kilometers from the Balintawak area, the Company's main competition comes from
the following warehouse complexes:
The Company completes directly with the above because these are in the same price range of about P190-230
per sq.m. Per month and have spaces larger than 1,000 sq.m. However, the Company's competitive edge
derives from its paved roads, landscaping, excellently maintained buildings, individual water and power metering,
and electronically-controlled (RFID) gate access and CCTV-monitored compound. The Company also has its
own fire station that is operated in close cooperation with the QC fire department. Fire drills are regularly
conducted to offer tenants with the peace of mind knowing that fire emergencies can be handled effectively.
Government Regulations
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The Company's business is subject to certain laws and regulations of various branches of the government,
such as the concerned local government units, the Bureau of Internal Revenue ('BIR"), Laguna Lake
Development Authority (“LLDA”), the Department of Labor and Employment ("DOLE") and the Department of
Environment and Natural Resources ("DENR"), among others.
The Company has complied with the licensing and regulatory requirements necessary for its operations.
The Company is not aware of any pending legislation or government regulation which is expected to materially
affect its business.
Risks
The Company's business is mainly dependent on the Philippine economic climate. Events and conditions that
may negatively impact the Philippine economy as a whole may also adversely affect the Company's ability to
lease its warehouse facilities. From time to time, the Company also engages the services of professional
consultants to study the highest and best interim use of its properties.
Business of Issuer
The items under this section including, but not limited to, any new product or service of the Company, its existing
patents, license and royalty agreements, amounts spent on research and development activities, are not
applicable to the Company.
Item 2. Properties
The Company’s tobacco facilities are located in Candon, Ilocos Sur in the barrio of Tablac, along the national
highway. The land is 21,778 square meters, of which 10,548 square meters are owned by the Company and
11,230 square meters are leased for a yearly rental of P1,000 until the year 2012, renewable under such terms
and conditions agreed upon by both parties. The buildings which house the receiving, threshing and re-drying
facilities have a total area of 10,677 square meters while the storage areas total 8,983 square meters.
However, the Company did not renew the lease contract and turnover the land in September 15, 2012. In August
2012, the Company started the demolition of the building situated in this land with total cost of P32 million and
accumulated depreciation of P27 million. The total cost and accumulated depreciation amounting to P27 million
and P22 million, respectively, were written off as of August 31, 2012. The total cash received from the sale of the
scrap materials from the portion of the demolished building amounted to P1.5 million, net of VAT, thus, a net loss
on demolition of P3 million was recognized as other expense in the statements of comprehensive income as of
August 31, 2012. The demolition was completed on September 14, 2012 and the remaining cost and accumulated
depreciation were written off and additional loss of P600,066 was recognized as of August 31, 2013.
Tenants of the demolished building were transferred to the Company’s building situated in the land owned by the
Company.
This property is 101,928 square meters and is located on Quirino Highway. Part of the property where Baesa
Town Center stands is leased to the Company’s subsidiary, BRC, for a period of twenty-five (25) years from
January 1,1993 to December 31, 2017. Annual rentals amount to P27,763,953.24 until August 31, 2008. On this
property are four warehouses with a total leasable area of 50,973.7 square meters. In view of the sale of
warehouse two to five (2-5) by BRC to the Company, the annual land rent is reduced to P6,043,446, VAT-
exclusive effective September 1, 2008 for the remaining 22,345 square meters of the commercial complex.
However, after analyzing BRC's rental revenue and cost considering the current industry practice, on July 25,
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2011, annual land rent is further reduced to P2,000,000, or 20% of rental revenue whichever is higher (VAT-
exclusive) effective for the fiscal year 2011.
On March 1, 2012, upon purchase of the building from BRC, the Company entered into a new contract of lease
over the land and the building purchased (the properties) for a period of one (1) year, which is automatically
renewed every year, unless terminated upon notice. The annual rental of the properties shall be at a minimum
guaranteed amount of P4,000,000, or 20% of the BRC's gross revenue, whichever is higher, VAT exclusive
effective upon execution of the contract, and that BRC shall pay a deposit with the Company an amount equivalent
to two (2) years annual rent of the properties. The deposit is recognized under security and utility deposits.
The Company owns 24,973 sq. m. of land on A. Bonifacio Avenue, Quezon City after selling 117 sq. m. of vacant
lot in 2016. The buildings with an area of about 14,400 square meters are being leased out as warehouses.
Documents show that there are no liens or encumbrances on the above properties.
The Company's properties are not subject to any material legal proceedings that could potentially affect its
operations and financial capabilities.
The Company does not plan to acquire any properties in the next twelve (12) months.
Tax Cases
As of August 31, 2018 and 2017, the Company has the following pending litigations:
CTA Case No. 7991 – PHILIPPINE TOBACCO FLUE CURING AND REDRYING CORPORATION vs. THE
COMMISSIONER OF INTERNAL REVENUE
The Bureau of Internal Revenue (BIR) assessed PTFC with deficiency tax amounting to Ten Million Eight
Hundred Forty Two Thousand Five Hundred Twenty Eight and 74/100 Pesos (Php10,842,528.74) including
surcharges, compromise penalties and interests for the fiscal year ended August 31, 2005. PTFC filed with the
Court of Tax Appeals CTA) a Petition for Review asking for the cancellation of the BIR assessment of deficiency
tax. PTFC filed an offer of compromise and paid forty percent (40%) of the basic deficiency tax or
Php4,337,011.50 on March 22, 2010 with the BIR. However, the compromise offer was not accepted by the BIR.
On August 28, 2014, the 1st Division of CTA rendered a Decision. The CTA sustained the assessment of the BIR
but it substantially reduced the deficiency taxes to Php2,107,077.76, from the original assessment of Php6M. It,
however, imposed surcharges, interest on basic deficiency tax, as well as delinquency interest.
On October 3, 2014, PTFC paid deficiency taxes with related interest expense amount to Php 4.1 million.
On June 16, 2015, PTFC and BIR filed their respective appeals from the Decision to the CTA En Banc. PTFC
and BIR have likewise filed their comments/oppositions to the other’s appeal. The parties’ Memoranda having
been filed, the case is now submitted for decision.
In a Decision dated 11 April 2016, the CTA En Banc sustained the Decision of the First Division. In other words,
both the appeals of PTFC and BIR were denied.
The BIR assessment was still sustained by CTA En Banc, as well as the reduced deficiency taxes of
Php2,107,077.76. The imposition of surcharges, interest on basic deficiency tax, as well as delinquency interest,
was likewise sustained by the CTA En Banc.
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The CTA En Banc also sustained the ruling of the First Division when it credited in favor of PTFC tax credit in the
amount of Php3,998,497.29.
Both PTFC and BIR filed their respective Motion/s For Reconsideration of the CTA En Banc Decision. In a
Resolution dated 15 August 2016, the CTA En Banc denied both PTFC’s and BIR’s Motions for Reconsideration
for lack of merit.
PTFC has filed an appeal with the Supreme Court, while BIR has filed a motion asking for additional time to file
its appeals.
In the meantime, on 9 August 2017, PTFC settled all its tax obligations with the Large Taxpayers’ Division, BIR
Q.C. in the amount of Php4,405,610.24. PTFC will move for the dismissal of the petition filed with the Supreme
Court.
Civil Case
On 22 August 2012, Baesa Redevelopment Corporation (“BRC”), a wholly-owned subsidiary of the Company,
filed a Complaint (For Breach of Contract with Damages) against Robinson’s Supermarket Corporation (“RSC”)
in connection with the latter’s breach of the pre-termination clause of the Lease Contract dated 18 March 2009
(“Subject Lease Contract”). The said civil case was docketed as Civil Case No. Q-12-71815.
RSC has filed several appeals (docketed as CA-G.R. SP. No. 132083, CA-G.R. CV No. 102025, G.R. No.
220659 and G.R. No. 221251) questioning the Orders/Resolutions which awarded money judgment in favor of
BRC.
On 21 April 2016, BRC entered into a Compromise Settlement of even date whereby RSC paid BRC the amount
of Twenty Five Million Pesos (PhP25,000,000.00) as full and final settlement of the cases filed in relation to
RSC’s breach of the Subject Lease Contract (docketed as Civil Case No. Q-12-71815, CA-G.R. SP. No. 132083,
CA-G.R. CV No. 102025, G.R. No. 220659 and G.R. No. 221251).
On 24 January 2017, BRC received the Supreme Court’s Entry of Judgment dated 15 November 2016 certifying
that its Resolution dated 27 July 2016 (approving the Compromise Settlement and further remanding the case to
the court of origin for immediate execution) has become final and executory.
There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered
by this report.
Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters
Market Price
The public trading price of the Company’s common shares for each quarter of the last two (2) fiscal years and
for the first quarter of 2019 in the Philippine Stock Exchange (PSE) ranged from P27.30 to P59.90 per share.
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Prices in Pesos High Low Close
2019 First Quarter* 29.20 29.20 29.20
2018 Fourth Quarter 35.70 29.00 35.20
2018 Third Quarter 42.80 29.00 29.05
2018 Second Quarter 59.90 30.10 36.95
2018 First Quarter 30.00 27.75 28.65
2017 Fourth Quarter 41.70 28.65 28.65
2017 Third Quarter 34.15 27.50 28.90
2017 Second Quarter 42.65 27.30 29.05
2017 First Quarter 42.00 31.05 33.00
*Last trading date is November 20, 2018
Holders
As of 31 August 2018, there were 511 holders of the Company’s common shares of which the top 20
shareholders are as follows:
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Cash Dividends
On 6 December 2017, the Company declared cash dividends of P1 per share to stockholders of record as of 5
January 2018. A total of P35,000,000.00 were declared.
On 7 December 2016, the Company declared cash dividends of P0.75 per share to stockholders of record as of
6 January 2017. A total of P26,250,000.00 were declared.
On 9 December 2015, the Company declared cash dividends of P0.60 per share to stockholders of record as of
5 January 2016. A total of P21,000,000.00 were declared.
On March 27, 2015, the Company’s Executive Committee authorized the reversal of the unclaimed dividends to
retained earnings amounted to P424,413.
On 8 December 2014, the Company declared cash dividends of P0.60 per share to stockholders of record as of
29 December 2014. A total of P21,000,000.00 were declared.
There are no restrictions that limit or would likely limit the payment of dividends on common shares. The
level of future payments will depend on the income, cash flow and financial condition of the Company
particularly on the unrestricted retained earnings.
No unregistered securities were sold by the issuer within the past three years.
The Company continues the rental business for the area owned by the Company.
The Company continues to focus on its warehouse rental business which has been profitable in the past few
years. Rental rates continue to be monitored closely and have been strategically increased.
1. Revenues increased by 11.46% or P19.3 million, from P168.5 million last year to P187.8 million this
year. Bulk of the increase was due primarily to the higher average lease rate and new tenants in Baesa
warehouses.
2. Gross income increased from P102.3 million to P119.9 million this year due to the increase in revenues
as previously stated.
3. This year, selling and marketing expenses increased due to higher commissions paid to the broker of
new tenants in Baesa warehouses.
4. Other income (charges) this year was higher due to the penalty for the pre-termination of contract of a
tenant of BRC and various sales of scrap materials.
5. The Company's net income increased to P65.1 million in 2018 from P52.2 million in 2017. This year's
net income was higher due to higher average lease rate and other income previously stated.
6. The decrease in cash and cash equivalents was primarily due to BRC's investment in Kombi Land Inc.
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7. The increase in trade and other receivables pertains to the delayed payment of rent from tenants of
warehouses.
8. The decrease in creditable withholding taxes was due to BRC's application of creditable withholding tax
against income tax payable.
9. Prepayments and other current assets decreased due to the amortization of prepaid taxes.
10. The increase in investment in associates pertains to BRC's investment with Kombi Land Inc. as
previously stated.
11. The decrease in property and equipment was primarily due to depreciation.
12. The decrease in investment properties was mainly due to the depreciation.
13. The decrease in trade and other payables represents payment of security and maintenance services.
14. Last year, the Company declared a cash dividend of P1 per share or a total of P35 million to the
stockholders of record as of January 5, 2018. The increase in dividends payable represents the unpaid
balance from the said declaration to inaccessible stockholders due to erroneous addresses in the
Company's records.
15. The increase in income tax payable as of year-end was due to higher taxable income of the Parent
Company.
16. The increase in other current liabilities was mainly due to the advance rent of a tenant of BRC.
17. The increase in security and utility deposits were from the new tenants of the Parent Company.
18. Retirement benefit cost decreased due to the decrease in number of regular employees.
19. Deferred tax liability decreased due to the tax effect of recording the rental income on a straight line
basis in compliance with Philippine Accounting Standards (PAS) 17.
20. The increase in cumulative actuarial gain reserve was due to the change in actuarial valuation.
1. Revenues slightly increased by 10.6% or P16.1 million, from P152.4 million last year to P168.5 million
this year. Bulk of the increase was due primarily to the higher average lease rate and new tenants in
Baesa warehouses.
2. Gross income increased from P88.8 million to P102 million this year due to the increase in revenues as
previously stated.
3. General and administrative expenses last year was higher due to the payment of success and legal fees
to lawyers related to the case of BRC vs. Robinsons Supermarket Corp.
4. This year, selling and marketing expenses decreased due to lesser commissions paid to the broker of
new tenants in Baesa warehouses.
5. Other income (charges) last year was higher due to the P25 million compromise settlement of
Robinsons Supermarket for a civil case versus the Subsidiary, Baesa Redevelopment Corporation,
forfeited security deposit of P1.6 million, and the P2.5 million gain on sale of vacant lot of the Parent
Company.
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6. The Company's net income decreased to P52.2 million in 2017 from P55.1 million in 2016. Last year's
net income was higher due to the P25 million compromise settlement and other income previously
stated.
7. The increase in cash and cash equivalents was primarily due to the profitable operations of the
Company.
8. The decrease in trade and other receivables pertains to the timely payment of rent from tenants of
warehouses.
9. The decrease in inventories pertains mainly to the usage of materials and parts for the ordinary repairs
and maintenance of warehouses.
10. The decrease in creditable withholding taxes was due to BRC's application of creditable withholding tax
against income tax payable.
11. The increase in investment in associates pertains to BRCS's investment with Nightingale Holdings Inc.
(P15.6 million).
12. Last year’s deposit of BRC amounting to P15.6 million to Nightingale Holdings Inc. for stocks
subscription was reclassified and recognized as investment in associate this year as previously stated.
13. The decrease in property and equipment was primarily due to depreciation.
14. The decrease in investment properties was mainly due to the depreciation.
15. Bulk of the increase in deferred tax assets pertains to the increase in accrued retirement benefits and
advance rent from new tenants.
16. The decrease in trade and other payables was mainly due to the payment of deficiency tax amounting
to P3.9 million on a case of the Parent Company vs. the Bureau of Internal Revenue.
17. Last year, the Company declared a cash dividend of P0.75 per share or a total of P26.25 million to the
stockholders of record as of January 6, 2017. The increase in dividends payable represents the unpaid
balance from the said declaration to inaccessible stockholders due to erroneous addresses in the
Company's records.
18. The increase in income tax payable as of year-end was due to higher taxable income of the Parent
Company.
19. The increase in other current liabilities was mainly to the reclassification of tenant's deposit from long
term to current and higher vat payable of the Parent Company.
20. The increase in advance rentals represents advance rent from new tenants of the Parent Company.
21. The increase in security and utility deposits were from the new tenants of the Parent Company as
previously stated.
22. The increase in retirement benefit cost pertains to the accrual of retirement expense for the year.
23. Deferred tax liabilities decreased due to the tax effect of recording the rental income on a straight line
basis in compliance with Philippine Accounting Standards (PAS) 17.
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2016 versus 2015
1. Revenues slightly increased by 2.95% or P4.4 million, from P148 million last year to P152.4 million this
year. Bulk of the increase was due primarily to the higher average lease rate and new tenants in
Balintawak warehouses.
2. Gross income increased from P83 million to P89 million this year due to the increase in revenues as
previously stated.
3. This year, selling and marketing expenses decreased due to lesser commissions paid to the broker of
new tenants in Balintawak warehouses.
4. Other income (charges) this year was higher due to the P25 million compromise settlement of
Robinsons Supermarket Corp. (RSC) for a civil case versus the subsidiary Baesa Redevelopment
Corporation, forfeited security deposit of P1.6 million, the P2.5 million gain on sale of vacant lot of the
Parent Company and the P3.9 million provision for deficiency tax on a case of the Parent Company vs.
the Bureau of Internal Revenue..
5. The Company's net income increased to P55.1 million in 2016 from P29.6 million in 2015 due to the
P25 million compromise settlement and increase in revenues as previously stated.
6. The increase in cash and cash equivalents was primarily due to the profitable operations of the
Company and the compromise settlement paid by RSC to BRC.
7. The decrease in creditable withholding taxes was due to BRC's application of creditable withholding tax
against income tax payable.
8. Prepayments and other current assets decreased due to the amortization of VAT input on the purchase
of the BTC building.
9. The increase in investment in associates pertains to BRC's investment with Saratoga Holdings Inc.
(P15.4 million).
10. The investments and deposits pertains to BRC's deposit of P15.6 million to Nightingale Holdings Inc. for
future stocks subscription.
11. The decrease in property and equipment was primarily due to depreciation.
12. The decrease in investment properties was mainly due to the depreciation.
13. Bulk of the increase in deferred tax assets pertains to the increase in accrued retirement benefits based
on the latest actuarial report.
14. The decrease in other noncurrent assets pertains to the refund of BRC's deposit with Meralco.
15. The increase in trade and other payables pertains to the provision for a deficiency tax amounting to
P3.9 million previously stated.
16. Last year, the Company declared a cash dividend of P0.60 per share or a total of P21 million to the
stockholders of record as of January 5, 2016 The increase in dividends payable represents the unpaid
balance from the said declaration to inaccessible stockholders due to erroneous addresses in the
company's records.
17. The increase in other current liabilities was mainly to the reclassification of tenant's deposit from long
term to current.
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18. The decrease in security and utility deposits were mainly due to the refund to those tenants with ended
lease contracts.
19. The increase in retirement benefit cost pertains to the accrual of retirement expense for the year.
20. Deferred tax liabilities decreased due to the tax effect of recording the rental income on a straight line
basis in compliance with Philippine Accounting Standards (PAS) 17.
In evaluating its performance, the Company regularly analyzes the results of current operations and compares
these against budget and the results of prior periods. The results of operations reflect the financial end result
and effectiveness of assets and liabilities management. This business review is being discussed regularly in the
Executive Committee. The review discloses the causes of any deviations and aids the company in controlling
costs, evaluating performance and planning future goals.
The Company has an adequate budgeting system, forecasting process and management information
systems. A periodic budget review is being conducted to measure performance against set targets.
Monthly and quarterly results of operations and financial condition are also reported regularly to senior
management and the Audit Committee, respectively.
a. Current/Liquidity
The strong liquidity position of the Company allows it to meet its operating expenses and currently maturing
obligations. The Company's working capital ratio is 13.88 as of August 31, 2018 and 16.12 as of August 31,
2017, respectively.
The Company's liquidity assets constitute mostly of cash in banks and peso placements in the money market.
b. Solvency/Debt-to-equity ratio
The Company showed debt-to-equity ratios of 19.6% and 20.6% as of August 31, 2018 and 2017,
respectively. These low ratios reflect the strengths in the basic financial operations of the Company.
The Company showed negative net debt-to-equity ratios of 42.1% and 50.4% as of August 31, 2018 and
2017, respectively. These low ratios reflect the strengths in the basic financial operations of the Company.
The Company continues to enjoy high gross profit margin as a result of increase in revenues, gross profit ratio
for the fiscal year ended August 31, 2018 of 63.9% is still higher compared to 60.7% for the same period last
year.
The ratio of net income from operations to profit margin increased to 71.7% as of August 31, 2018 from last
year's 67.5% for the same period as a result of increase in rental revenues and other income.
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f. Asset to equity ratio
The Company has 119.6% asset to equity ratio as of August 31, 2018 compared to 120.6% last year.
g. Profitability ratios
Net income as of August 31, 2018 is P65.1 million. The Company's earnings are more than sufficient to support
its operations. Due to increase in rental revenues and other income, return on assets ratio significantly increased
to 16.1% as of August 31, 2018 compared to 13.9% last year.
Net income as of August 31, 2018 is P65.1 million. The Company's earnings are more than sufficient to support
its operations. Due to increase in rental revenues and other income, return on equity ratio significantly increased
to 19.3% as of August 31, 2018 and compared to 16.9% last year.
The manner by which the Group calculates the key performance indicators is as follows:
B. Solvency/debt-to-equity ratio
Total liabilities less cash and cash equivalents -149,546,446 -162,840,817 -120,632,262
Total equity (including Non-controlling interest) 355,198,933 323,045,394 296,931,162
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E. Net income from operations to profit margin ratio
G. Profitability ratios
a. Return on assets
b. Return on equity
There are no known trends, demands, commitments, events or uncertainties that will have a material impact
on the Company's liquidity.
The Company's operations are funded internally, particularly from rentals of its warehouses. Management
believes that its rental business will provide the Company a steady source of income and cash flow in the next
couple of years.
The Company has no plans of entering into any material commitments for capital expenditures in the future.
There are no known trends, events or uncertainties that have had or that are reasonably expected to cause a
material favorable or unfavorable impact on income from continuing operations.
There were no significant elements of income or loss that did not arise from the Company's continuing
operations. There were no seasonal aspects that had any material effect on the financial condition or results of
operations of the Company.
Except for CTA Case No. 7991 as stated in Item 3, there are no events that will trigger direct or contingent
17
financial obligation that is material to the Company, including any default or acceleration of an obligation.
There are no material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the Company with unconsolidated entities or other persons created
during the reporting period.
The comparative audited consolidated financial statements of the Company and its subsidiary for the fiscal years
ended 31 August 2018, 2017 and 2016 as well as the comparative audited financial statements ended 31 August
2017, 2016 and 2015 are attached as Exhibits I and II, respectively.
As stated in Note 19 of the comparative audited financial statements (Exhibit I), the following are the summarized
discussion of the Company's track record of registration of securities under the Securities Regulation Code:
Capital stock was held by a total of 511, 510 and 512 stockholders as of August 31, 2018, 2017 and 2015,
respectively.
Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
The principal accountants and external auditors of the Company this year is the accounting firm of Constantino
Guadalquiver & Co. (“CG & Co.”).
The Company had no disagreements on accounting principles or practices and financial statement disclosure or
auditing scope or procedure with its external auditor.
Professional services rendered by the external auditors include the audit of the financial statements and
supplementary schedules for submission to the SEC and assistance in the preparation of annual income tax
returns (ITR).
Tax Fees
Not applicable
None
18
Approval Policies and Procedure of the Audit Committee
The Company's Audit Committee has the ultimate authority and responsibility to evaluate and, where applicable,
recommend the replacement of the Company's independent auditors. Annually, the Audit Committee reviews
and recommends to the Board of Directors the selection of the Company's independent auditors, subject to the
approval of the shareholders.
The Company does not have a Corporate Governance and Risk Management Committee. However, it has a
Compliance Officer, Ms. Mary Ann B. Dizon and Chief Risk Officer, Mr. Adrian P. Juanengo.
The Company’s Board of Directors has committees for Audit, and Nomination and Election. Mr. Alonzo Q.
Ancheta is the Chairman of the Audit Committee, with Ms. Emmeline S. Huang and Mr. Adrian P. Juanengo as
its Members. Meanwhile, the Nomination and Election Committee composed of Mr. Bienvenido A. Tan III,
Ms. Consuelo N. Padilla and Ms. Emmeline S. Huang, with Mr. Tan as its Chairman.
[1] Bienvenido A. Tan III has held the position of Director and Treasurer since July 1992. He resigned as Treasurer and was elected as President during the Special Meeting
of the Board of Directors held on 20 June 2016.He was elected as Chairman during the Special Meeting of the Board of Directors held on 06 December 2017.
[2] Note that for the independent directors, these dates refer to the time when they were first elected as directors, and not when they were nominated and elected as independent
directors of the Registrant.
[3] Albert C. Eufemio has held the position of Vice-President & Assistant Treasurer since January 1998. However, he was only elected as a Director in January 2010. During the
Special Meeting of the Board of Directors held on20 June 2016, he was elected as Treasurer. He resigned from the position of Compliance Officer during the Special Meeting
of the Board of Directors held on 06 December 2017.
19
Mr. Bienvenido A. Tan III - President & Chairman of the Board
Mr. Tan was elected as President and Chairman of the Board in June 2016 and December 2017 respectively,
where he previously served as its Treasurer and Director since 1992. He is the current President & Chairman of
L’Hirondelle Holdings, Inc.; Okayan River Corporation; Belmont Equities, Inc.; Mirabel, Inc.; Wespac Holdings,
Inc.; and White Alpen Realty, Inc. He is also the Chairman of the Board of Directors of Halifax Davao Hotel, Inc.
and Linden Suites, Inc. Mr. Tan also serves as a Director and/or officer of various other corporations including
Artemis Realty Corporation; Eagle Ridge Hotel Corporation; Halifax Capital Resources, Inc.; Huntly Corporation,
Philippine Straits Wine Holdings Corporation and its subsidiaries; and Surat Thani Green Energy Co. Ltd. Mr. Tan
has served in various finance positions in both private and government institutions.
Atty Ancheta is a Director and/or officer of companies including San Miguel Brewery, Inc.; the Zobella Group of
Companies; Ogilvy and Mather (Philippines), Inc.; and Daelim Philippines, Inc. He is also a member of the Board
of Trustees of the St. Luke’s Medical Center, a Co-Founding Partner and Senior Adviser of the Quasha Ancheta
Pena & Nolasco Law Offices and concurrently manages its associated firm A. Q. Ancheta & Partners. He served
as Administrator of the National Tobacco Administration from 1987 to 1990.
Ms. Padilla worked as a research assistant for CIDA projects in the Asian Institute of Management. She co-
authored two books entitled Women Managers in Business Organizations and Women Entrepreneurs. She then
entered the management training course in BPI prior to joining the BPI Agribank and BPI Treasury Departments.
After this, she worked as a Treasury Consultant for BDNI in Jakarta, prior to heading the Representative Office of
BDNI in Manila. From 1998 to 2002, she held the position of Vice President, Treasury and Metals Risk
Management, for the Philippine Associated Smelting and Refining Corporation. Ms. Padilla was also a Consultant
of the Department of Tourism for Solid Waste in tourism island areas from 2008 to 2010, and Presidential
Assistant from 2005 to 2008. She continues to do civic work for various NGOs and local government entities.
Atty. Arriola is an independent director of DBP-Daiwa Capital Markets Philippines, Inc. and Tradition Financial
Services Inc., and a director of other private corporations. He serves as the Corporate Secretary of Eagle Ridge
Hotel Corporation, WorkHaven Space, Inc., Johnstech International Philippines Corporation, Millennium1
Solutions Philippines, Inc., and other private corporations. He is the Secretary of Xavier 88 Association, Inc., a
non-stock, non-profit alumni organization, and served as a director of the Columbia University Alumni Association
of the Philippines, Inc. In addition to his private practice, Atty. Arriola is a Special Counsel with the Flaminiano
Arroyo & Dueñas Law Office and a consultant with Olli Consulting Group, Inc. He was a member of the Asia
Pacific Regional Private Equity/Venture Capital Practice Groups and the Global Mergers & Acquisitions
and Securities Practice Groups of Baker & McKenzie International.
Mr. Dominguez is the President of Linden Suites, Inc. and Chairman of the Board of Intelligent Agro-Technical
Resources, Inc. He is a Director of Alip River Development & Export Corporation, Eagle Ridge Hotel Corporation,
Halifax Davao Hotel, Inc. and Italpinas Development Corporation.
Ms. Huang is currently a Director of Halifax Davao Hotel, Inc. and Linden Suites, Inc. She was also Vice President
and Treasurer of Capital Garments Corporation from 1993-1999. Prior to this, she served as Head Executive
Assistant of the Department of Agriculture from 1987-1993. She also held various posts in a number of other
government offices.
20
Mr. Adrian P. Juanengo – Director & Chief Risk Officer
Mr. Juanengo is the President & Chairman of Halifax Capital Resources, Inc., and a Director and/or officer in other
corporations, including Baesa Redevelopment Corporation; Artemis Realty Corporation; The Culinary Exchange,
Inc.; Halifax Davao Hotel, Inc.; Linden Suites, Inc.; L’Hirondelle Holdings, Inc.; and Okayan River Corporation. He
has served as a Director of the Company since February 2007. He was Assistant Manager of the Bank of
Philippine Islands from 1985 to 1988; and Investment Officer of The Philippine American Life Insurance Company
from 1979 to 1983.
Atty. Dominguez was elected as a Director of the Company on June 2016 and is the current President and
Chairman of the Board of OLLI Consulting Group, Inc. and OLLI Corporate Holdings, Inc. Formerly with
Quisumbing Torres Law Offices where he specialized in mining law, mergers & acquisitions, environmental
advisory and oil & gas law, he chaired the firm's Energy, Mining and lnfrastructure Group. He has represented a
number of clients engaged in the natural resources industry as well as represented multinational corporations on
local and cross-border acquisition-related transactions. He is Chairman of the Philippines-Sweden Business
Council.
Mr. Albert C. Eufemio – Director, Vice President, Treasurer & Investor Relations Officer
Mr. Eufemio has been with the Company since 1992, appointed Vice President on January 1998, elected as a
Director in January 2010 and as Treasurer on June 2016. He is the President & Chairman of Baesa
Redevelopment Corporation and Huntly Corporation, and a Director and/or officer of Artemis Realty Corporation;
L’Hirondelle Holdings, Inc.; and Okayan River Corporation. He was Vice President for Business Development of
the House of Investments from 1990 to 1992, Executive Officer of the Asset Privatization Trust from 1987 to
1990, and a Special Assistant to the Board of Governors of the Development Bank of the Philippines from 1981
to 1987.
Mr. Tan oversees the warehouse rental business of the Company and its subsidiary BRC. He is also Director of
BRC and Elena, Inc.. He has been with the Company since 1982 and was appointed Vice President in January
1998.
Ms. Dizon is a Certified Public Accountant and has been with the Company since April 2010 as financial
consultant. Prior to this, she was the Vice President Finance of Shangri-la Plaza Corporation, a shopping mall
from 1997 to 2008. Previously, she was Finance Director, Treasurer and Controller of a marketing firm and
export companies. She was also an Audit Manager of SyCip, Gorres, Velayo and Co. where she handled various
companies such as shipping lines, stock brokerage, stock exchange, educational institutions, hospitals,
manufacturing companies, cement company, etc.
Ms. Bunye is a Senior Partner in Cruz Marcelo & Tenefrancia and heads the Mining & Natural Resources
Department and the Energy practice group, and is also a Partner in the Intellectual Property Department. She is
a Past President of the Licensing Executives Society International (LESI) [2016-2017] and was the first Filipino
and Southeast Asian to hold the said position. She is also the Founding President of Diwata-Women in Resource
Development, Inc., a non-government organization advocating the responsible development of the Philippines’
wealth in resources, principally through industries such as mining, oil and gas, quarrying, and other mineral
resources from the earth for processing. Her socio-civic involvements include her work as a Director of the
Catholic Mass Media Awards. She is an active member of the Chamber of Mines of the Philippines’ Legal
Committee. As part of her corporate practice, she serves as the Corporate Secretary of Sta. Lucia Land, Inc.
21
(another listed company) and Lawphil Investments, Inc. She is also a director of Baskerville Trading Corporation;
Belmont Equities, Inc.; Liberty Cap Properties, Inc.; Mianstal Holdings, Inc.; Quaestor Holdings, Inc.; TDF
Holdings, Inc.; Westminster Trading Corporation; Winchester Trading Corporation; and Windermere Marketing
Corporation. She is also the Chairman and President of CVCLAW Center Condominium Corporation.
Mr. Umali is a Senior Partner in Cruz Marcelo & Tenefrancia. He is part of the Corporate & Commercial Law
Department and Mining & Natural Resources Department. Mr. Umali is a member of the Intergrated Bar of the
Philippines; the Philippine Bar Association; the Taguig Lawyers League, where he is the Treasurer; and the
Makati Law Foundation, Inc. where he is the First Vice President. He is a director of Catania Property Holdings,
Inc.; China Systems Technology Corporation; Cosmo System Corporation; Junabejo Trading Corporation;
Junabejo Food Corporation; Loscano Holdings, Inc.; Mantaray Resorts, Inc.; Haw Par Tiger Balm (Philippines),
Inc.; IAMSPA, Inc.; Sun East Asia Corporation; Union Earn Holdings, Inc.; and Wooloomooloo Steakhouse
Philippines, Inc. He is also the Corporate Secretary of Philippine Equity Partners, Inc. and the Assistant
Corporate Secretary of Lawphil Investments, Inc., CVCLAW Center Condominium Corporation and Sta. Lucia
Land, Inc. (another listed company).
Significant Employee
Mr. Loyola has been with the Company since June 1997. He was appointed as Controller on December 8, 2014.
Prior to his appointment, he served as Chief Accountant. He also handles Baesa Redevelopment Corporation. Mr.
Loyola is a Certified Public Accountant.
Family Relationships
Mr. Bienvenido A. Tan III is the brother of Mr. Ignacio Luis P. Tan. Atty. Leo G. Dominguez is the uncle of Mr.
Rafael A. Dominguez. There are no other family relationships among the directors and officers listed above.
Except as provided in the preceding disclosures for directors and executive officers, during the past five (5) years,
the Company is not aware of: (i) any bankruptcy proceedings filed by or against any business of which a director,
person nominated to become a director, executive officer, or control person of the Company is party of which any
of their property is subject; (ii) any conviction by final judgment in a criminal proceeding, domestic or foreign, or
being subject to a pending criminal proceeding, domestic or foreign, of any of its director, person nominated to
become a director, executive officer, or control person; (iii) any order, judgment, or decree not subsequently
reversed, superseded, or vacated, by any court of competent jurisdiction, domestic or foreign, permanently or
temporarily enjoining, barring, suspending, or otherwise limiting the involvement of a director, person nominated to
become a director, executive officer, or control person of the Company in any type of business, securities,
commodities, or banking activities; nor, (iv) any findings by a domestic or foreign court of competent jurisdiction (in
a civil action), the Commission or comparable foreign body, or a domestic or foreign exchange or electronic
marketplace or self regulatory organization, that any of its director, person nominated to become a director,
executive officer, or control person has violated a securities or commodities law.
Independent Directors
Attys. Alonzo Q. Ancheta, Leo G. Domiguez and Ariel R. Arriola and Ms. Consuelo N. Padilla and are the
Corporation's independent directors in compliance with the requirement under Rule 38 of the SRC.
The term of office of all Directors, including independent directors and executive officers is for one (1) year.
22
Item 10. Executive Compensation
The compensation paid by the Issuer/Registrant to its directors and three most highly compensated Executive
Officers, including the Chief Executive Officer (CEO), is as follows:
Annual Compensation
Name and Principal Position Year Salary (P) Bonus (P) Other Annual Total (P)
(in (in Compensation (in
thousands) thousands) (P) thousands)
(in thousands)
2019
xxx Xxx 700 700
All other officers & directors as (estimated)
a group unnamed 2018 xxx Xxx 600 600
2017 xxx Xxx 550 550
2019
1,922 180 950 3,052
(estimated)
Total
2018 1,922 180 775 2,877
2017 1,922 191 725 2,838
Compensation of Directors
Other than a per diem of Twenty Five Thousand Pesos (P25, 000.00) for attendance in a board meeting, there
are no other standard arrangements or other arrangements between the directors, on the one hand, and the
Company, on the other, on the matter of the directors' compensation.
There are no employment contracts between the Company and the named Executive officers, no compensatory
plans or arrangements, no outstanding price or stock warrants or options held by the Directors and Officers of
the Company.
23
Item 11. Security Ownership of Certain Beneficial Owners and Management
The names and addresses of all persons owning of record or beneficially at least five percent (5%) of the
aggregate outstanding voting capital stock of the Company as of 31 August 2018 are as follows:
Title of Name, Address of Record Owner Name of Beneficial Owner Citizenship No. of Percent
Class and Relationship with Issuer and Relationship with Record Shares Held
Owner
Common PCD Nominee Corp (Filipino) PCD Nominee Corp (Filipino) Filipino 13,970,653 39.92
Various individuals/entities*
(Stockholder)
Common L’ Hirondelle Holdings, Inc.1 L’ Hirondelle Holdings, Inc. is Liberian 11,935,000 34.10
23 Arayat Street, Mandaluyong the record and beneficial
City owner of the shares indicated.
(Stockholder)
Common BBB Management, Inc.2 BBB Management, Inc. is the Filipino 3,500,000 10.00
Unit 7-A, Valero Tower, Valero record and beneficial owner of
Street, Salcedo the shares indicated.*
Village, Makati City
(Stockholder)
Common Artemis Realty Corporation3 Artemis Realty Corporation is Filipino 2,912,580 8.32
121 L. P. Leviste St., Salcedo the record and beneficial
Village, Makati City owner of the shares indicated.
(Stockholder)
*BBB Management, Inc. directly owns 3,500,000 shares of the Company plus 90,300 shares held thru PCD Nominee
Corporation.
1 During the Special Meeting of the Board of Directors (BODs) of the Corporation held on 11 January 2017, any one of Messrs. Bienvenido A. Tan III,
Albert C. Eufemio or Adrian P. Juanngo was appointed as proxy for L' Hirondelle Holdings, Inc.
2 During the Special Meeting of the BODs of the Corporation held on 3 January 2018, Mr. Bienvenido A. Tan Jr. or, in his absence, Mr. Bienvenido A.
Tan III, was appointed as proxy for BBB Management, Inc.
3 During the Special Meeting of the BODs of the Corporation held on 11 January 2017, any one of Messrs. Bienvenido A. Tan III, Albert C. Eufemio or
Adrian P. Juanngo was appointed as proxy for Artemis Realty Corporation.
24
Security Ownership of Management
The ownership of the Directors and Executive Officers of the Company’s capital stock as of 31 August 2018 is
presented below. The number of shares indicated here includes shares which are held by the Director or
Executive Officer, both directly and indirectly with other shareholders.
Title of Class Name of Beneficial Owner Amount and Nature of Citizenship Percent of Class
Beneficial Owner*
Common Bienvenido A. Tan III 15,698 Filipino 0.0449
(Direct)
Common Leo G. Dominguez 20,270 Filipino 0.0579
(Direct)
Common Ariel R. Arriola 3,000 Filipino 0.0086
(Direct)
Common Adrian P. Juanengo 3,539 Filipino 0.0101
(Direct)
Common Alonzo Q. Ancheta 20,170 Filipino 0.0576
(Direct)
Common Emmeline S. Huang 102,050 Filipino 0.2916
(Direct)
Common Rafael A. Dominguez 1,170 Filipino 0.0033
(Direct)
Common Consuelo N. Padilla 2,500 Filipino 0.0071
(Direct)
Common Ignacio Luis P. Tan 2,678 Filipino 0.0077
(Direct)
Common Albert C. Eufemio 2,263 Filipino 0.0065
(Direct)
N/A Mary Ann. B. Dizon None Filipino N/A
(N/A)
N/A Patricia A. O. Bunye None Filipino N/A
(N/A)
N/A Pancho G. Umali None Filipino N/A
(N/A)
Security ownership of all directors and executive Officers mentioned above is 173,338 shares representing
0.4953% of the Company’s total outstanding voting capital stock.
*No additional shares which the above listed beneficial and record owners has the right to acquire within thirty
(30) days from any options, warrants, rights, conversion privileges or similar obligations, or otherwise.
The Issuer/Registrant is not a party to any voting trust. No shareholder of the Issuer/Registrant holds more than
five percent (5%) of the outstanding capital stock of the Issuer/Registrant through a voting trust or other similar
agreements.
25
Changes in Control
There are no arrangements that may result in a change in control of the Company.
As stated in Note 20 of the Notes to Consolidated Financial Statements (Exhibit I), the following are the
Company’s related party transactions:
(1) In normal course of business, the Company has transaction with the related parties, namely: Baesa
Redevelopment Corporation and Nightingale Holdings, Inc.
On March 9, 2012, the Company has entered into a contract of absolute sale with the Subsidiary
Company, purchasing its building, which was redeveloped into a commercial center known as
Baesa Town Center (BTC), for a consideration of P117,102,844, inclusive of VAT.
The Company has unsecured, unguaranteed and non-interest-bearing payable to the Subsidiary
Company incurred from the purchase of BTC from the Subsidiary, which is payable in a monthly
amortization of P373,333 up to February 2022 and a one-time full payment of P55,908,446 on
March 1, 2022. The non-interest bearing payable was eliminated in the consolidation.
Also, the total interest income from the amortization of unearned interest income amounting to
P1,672,448 in 2018 and P1,740,876 in 2017 were eliminated in the consolidation.
On March 1, 2012, upon purchase of BTC from the Subsidiary, the Company entered into a new
contract of lease over the land and BTC for a period of one (1) year, which is automatically
renewed every year, unless terminated upon notice. The annual rental of the properties shall be at
a minimum guaranteed amount of P4,000,000, or 20% of the BRC's gross revenue, whichever is
higher, VAT exclusive effective upon execution of the contract, and that BRC shall pay a deposit
with the Company an amount equivalent to two (2) years annual rent of the properties. The total
deposit amounting to P8,000,000 in 2018 and 2017 and rental income amounting to P5,073,784 in
2018 and 2017 were also eliminated in the consolidation.
The Subsidiary provides support services which include, but not limited to, messengerial, clerical
and other related services, to the Company amounting to P11,160,000 in 2018 and 2017 which was
eliminated in the consolidation:
(b) identification of the related parties transacting business with the registrant and nature of relationship:
(c) As stated in Note 20 page 38 of the Notes to Consolidated Financial Statements, “transactions between
related parties are accounted for at arm's length prices or on terms similarly offered to non-related
entities in an economically comparable market”.
26
(d) Transactions have been fairly evaluated since the Company treated it same with the transactions to the
third parties.
1. There is a contract of absolute sale between the Company and its Subsidiary
2. There is a lease contract between Company and its Subsidiary
3. There are no on-going contract between the Company and/or its Subsidiary, the stockholders and
other related party for the sale of services.
(2) There are no parties that fall outside the definition of "related parties" with whom the Company or its related
parties have a relationship that enables the parties to negotiate terms of material transactions that may not
be available from other, more clearly independent parties at an arm's length basis.
Other than enumerated above, there are no material transactions during the last two (2) years between the
Company and any of its: (a) Directors/executive officers; (b) Nominees for election as director; or (c) Security
holders of certain record, beneficial owner or Management, or between the Company and the immediate family
members of those in items (a), (b) and (c) above.
The Company has no parent/s as defined under the Implementing Rules and Regulations of the Securities
Regulation Code.
(a) Exhibits
See accompanying Index to Consolidated Financial Statements and Supplementary Schedules in Annex I.
27
*****
This report of the Company shall be made available without charge upon written request addressed to:
However, the Management of the Company reserves the right to charge reasonable fees for providing
exhibits attached to this report.
28
ANNEX I
Exhibit
SUPPLEMENTARY SCHEDULES
Value based on
Number of Shares Market Qoutations
Name of Issuing Entity and or Principal Amounts Amount Shown in at End of Reporting Income Received
Association of Each Issue of Bonds and Notes the Balance Sheet Period and Accrued
Cash and cash equivalents:
Cash in different banks P – P 62,511,640.00 P 62,511,640.00 P 50,731.00
Short-term time deposits
City Savings Bank – 11,337,917.00 11,337,917.00 375,610.77
Eastwest Bank – 20,337,669.65 20,337,669.65 428,529.35
Union Bank – 5,274,699.69 5,274,699.69 68,149.50
UCPB – 6,310,608.68 6,310,608.68 96,973.55
China Bank – 99,800,657.00 99,800,657.00 1,380,930.09
Asia United Bank – 13,458,186.00 13,458,186.00 203,424.14
P – P 219,031,378.02 P 219,031,378.02 P 2,604,348.40
EXHIBIT V
Balance at
Name of Designation of Beginning of Amounts Written Balance at End of
Debtor Period Additions Amounts Collected Off Current Not Current Period
Advances to Officers
and Employees P – 18,061.35 (13,740.61) P – P 4,320.74 P – P 4,320.74
Advances subject
to liquidation 13,904.18 795,281.24 (134,134.33) – 675,051.09 – 675,051.09
Advances against
retirement 70,000.00 – (70,000) – – - -
P 83,904.18 P 813,342.59 P (217,874.94) P P 679,371.83 P - P 679,371.83
EXHIBIT VI
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SCHEDULE C – NON-CURRENT MARKETABLE EQUITY SECURITIES, OTHER LONG-TERM INVESTMENTS IN STOCK AND OTHER INVESTMENTS
Dividends
Number of Equity in Number of Received from
Name of Issuing Shares or Earnings Shares or Investments not
Entity and Principal Amount (Losses) of Distribution of Principal Accounted for by
Description of of Bonds and Investees for the Earnings by Amounts of the Equity
Investment Notes Amount in Pesos Period Other Investees Other Bonds and Notes Amount in Pesos Method
Not Applicable
EXHIBIT VII
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SCHEDULE D – INDEBTEDNESS OF UNCONSOLIDATED SUBSIDIARIES AND RELATED PARTIES
Not Applicable
EXHIBIT VIII
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SCHEDULE E – INTANGIBLE ASSETS – OTHER ASSETS
Not Applicable
EXHIBIT IX
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SCHEDULE F – LONG-TERM DEBTS
Not Applicable
EXHIBIT X
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SCHEDULE G – INDEBTEDNESS TO RELATED PARTIES
(LONG-TERM DEBTS TO RELATED COMPANIES)
Not Applicable
EXHIBIT XI
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SCHEDULE H – GUARANTEES OF SECURITIES OF OTHER ISSUERS
Not Applicable
EXHIBIT XII
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SCHEDULE I – CAPITAL STOCKS
Number of
Shares
Reserved for
Options, Number of
Number of Warrants, Shares Held
Number of Shares Issued Conversions, By Directors,
Shares and and Other Related Officers and
Title of Issue Authorized Outstanding Rights Parties Employees Others
Common 35,000,000 35,000,000 – 15,435,000 171,338 19,393,662
EXHIBIT XIII
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
GROUP CHART
100%
LE ROSSIGNOL, INC. SARATOGA HOLDINGS, INC. NIGHTINGALE HOLDINGS, INC. KOMBI LAND, INC.
(Associate) (Associate) (Associate) (Associate)
EXHIBIT XIV
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
Current/Liquidity Ratio
Current Assets
Current ratio 1388% 1611.9%
Current Liabilities
Total Liabilities
Solvency ratio / Debt to equity ratio 20% 20.6%
Equity
Gross Profit
Gross profit ratio 64% 60.7%
Gross Revenue
Total Assets
Asset to equity ratio 120% 120.6%
Equity
Profitability Ratio
Net Income
Return on assets 16% 13.9%
Average Total Assets
Net Income
Return on equity 19% 16.9%
Average Total Equity
EXHIBIT XV
PTFC REDEVELOPMENT CORPORATION AND A SUBSIDIARY
SUMMARY OF EFFECTIVE STANDARDS AND INTERPRETATIONS UNDER
PHILIPPINE FINANCIAL REPORTING STANDARDS
AUGUST 31, 2018
2. Report on Operations;
11. Resolution setting the date of the Annual Stockholders' Meeting of the
Registrant for the year 2017 on Thursday, 25 January 2018, 2:00 p.m.,
at the 2nd Floor, Adamson Centre, 121 L. P. Leviste Street, Salcedo
Village, Makati City;
12. Resolution setting the record date on 22 December 2017 for purposes of
determining the list of stockholders of the Registrant (the "List of
Stockholders") who are entitled to notice of, and to vote at, the Annual
Stockholders’ Meeting;
13. Resolution authorizing the stock and transfer agent of the Registrant to
close the Stock and Transfer Book of the Registrant at 5:00 p.m. on 22
December 2017;
14. Resolution setting the date for the submission of the List of Stockholders
to the SEC and Philippine Stock Exchange (“PSE”) not later than
Tuesday, 02 January 2018;
17. Resolution setting the date for the validation of proxies on Friday, 19
January 2018, at the Principal Office of the Registrant;
25 January 2018 Reporting under Item 9 thereof that, at the Annual Meeting of the Stockholders of
PTFC held on 25 January 2018, at which meeting a quorum was present and
acting throughout, the following matters were discussed:
Further, at the Organizational Meeting of the Board of Directors, which was held
immediately after the Registrant’s Annual Stockholders’ Meeting, at which
meeting a quorum was present and acting throughout, the following matters were
discussed:
12 March 2018 Reporting under Item 9 thereof that, in relation to the Registrant’s disclosures on
06 December 2017 and 19 January 2018 regarding the subscription by BRC to
Forty Nine Thousand (49,000) shares of stock in KLI, on 12 March 2018, the SEC
has approved the increase of the authorized capital stock of KLI from Two
Hundred Million Pesos (PhP200,000,000.00), divided into Two Hundred
Thousand (200,000) shares, with a par value of One Thousand Pesos
(PhP1,000.00) per share, to Three Hundred Million Pesos (PhP300,000,000.00),
divided into Three Hundred Thousand (300,000) shares, with a par value of One
Thousand Pesos (PhP1,000.00) per share.