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Amended Annual Report for the year ended 31 December 2011 (17-A)

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11111111111111111111I111111111I1111111111111111111111111I1111111111111I11111111111111<br />

106062012001542<br />

Barcode Page<br />

SECURITIES AND EXCHANGE COMMISSION<br />

SEC Building, EDSA, Greenhlls,Mandaluyong City, Metro Manila,Philippines<br />

TeI:(632) 726-09<strong>31</strong> to 39 Fax:(632) 725-5293 Email: mis@sec.gov.ph<br />

The following document has been received:<br />

Receiving Officer/Encoder : Dharril Curaiies<br />

Receiving Branch : SEC Head Office<br />

Receipt Date and lime: June 06,201204:39:18 PM<br />

Received From : Head Office<br />

Company Representative<br />

Doc Source<br />

Company In<strong>for</strong>mation<br />

SEC Registration No.<br />

Company Name<br />

Industry Classification<br />

Company Type<br />

Document In<strong>for</strong>mation<br />

Document ID<br />

Document Type<br />

Document Code<br />

Period Covered<br />

No. of Days Late<br />

Department<br />

Remarks<br />

A2001016<strong>31</strong><br />

I-REMIT INC.<br />

Stock Corporation<br />

106062012001542<br />

<strong>17</strong> -A (FORM 11-A:AANU)<br />

<strong>17</strong>-A<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

o CFD<br />

Amendment


Registrant I-REMIT, INC.<br />

SEC Form <strong>17</strong>-A filed on April 13, 2012<br />

General Instruction: A comment of “Not Disclosed” or “Not complied with” or “Incomplete” is indicated herein to emphasize or<br />

highlight <strong>the</strong> in<strong>for</strong>mation not found in <strong>the</strong> report. If <strong>the</strong> required in<strong>for</strong>mation is not applicable, please state/explain in a separate<br />

sheet.<br />

SUMMARY OF COMMENTS<br />

Part I – BUSINESS AND GENERAL INFORMATION<br />

(2) BUSINESS OF ISSUER<br />

(a) Business of Issuer: This section shall describe in detail what<br />

business <strong>the</strong> registrant does and proposes to do, including what<br />

products or goods are or will be produced or services that are or will be<br />

rendered. Briefly describe <strong>the</strong> business of registrant and its significant<br />

subsidiaries and include, to <strong>the</strong> extent material to an understanding of<br />

<strong>the</strong> registrant.<br />

Status of any publicly-announced new product or service (e.g. whe<strong>the</strong>r<br />

in <strong>the</strong> planning stage, whe<strong>the</strong>r prototypes exist), <strong>the</strong> degree to which<br />

product design has progressed or whe<strong>the</strong>r fur<strong>the</strong>r engineering is<br />

necessary. Indicate if completion of development of <strong>the</strong> product would<br />

require a material amount of <strong>the</strong> resources of <strong>the</strong> registrant and <strong>the</strong><br />

estimated amount;<br />

ITEM 2. PROPERTIES<br />

(Part I, Paragraph (B) of Annex “C”)<br />

Give <strong>the</strong> location and describe <strong>the</strong> condition of <strong>the</strong> principal properties<br />

(such as real estate, plant and equipment, mines, patents, etc.) that <strong>the</strong><br />

registrant and its subsidiaries own. Disclose any mortgage, lien or<br />

encumbrance over <strong>the</strong> property and describe <strong>the</strong> limitations on<br />

ownership or usage over <strong>the</strong> same. Indicate also what properties it<br />

leases, <strong>the</strong> amount of lease payments, expiration dates and <strong>the</strong> terms<br />

of renewal options. Indicate what properties <strong>the</strong> registrant intends to<br />

acquire in <strong>the</strong> next twelve (12) months, <strong>the</strong> cost of such acquisitions,<br />

<strong>the</strong> mode of acquisition (i.e. by purchase, lease or o<strong>the</strong>rwise) and <strong>the</strong><br />

sources of financing it expects to use:<br />

Page<br />

No.<br />

Part II – OPERATIONAL AND FINANCIAL INFORMATION<br />

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS<br />

(Part III, Paragraph (A) of ”Annex C, as am<strong>ended</strong>”)<br />

(vi) Any significant elements of income or loss that did not arise from<br />

<strong>the</strong> registrant’s continuing operations;<br />

(vii) The causes <strong>for</strong> any material change from period to period which<br />

shall include vertical and horizontal analyses of any material item;<br />

The term “material” in this section shall refer to changes or items<br />

amounting to five percent (5%) of <strong>the</strong> relevant accounts or such lower<br />

amount, which <strong>the</strong> registrant deems material on <strong>the</strong> basis of o<strong>the</strong>r<br />

factors.<br />

Page 1 of 3<br />

13<br />

30<br />

Remarks<br />

Incomplete. Comply<br />

with <strong>the</strong> highlighted<br />

portion.<br />

Incomplete. Comply<br />

with <strong>the</strong> highlighted<br />

portion.<br />

Disclose, if any<br />

Disclose, if any<br />

I-Remit’s Response<br />

There are no publiclyannounced<br />

new<br />

products or services<br />

which completion of<br />

development would<br />

require a material<br />

amount of <strong>the</strong><br />

resources of I-Remit.<br />

Please see page 13<br />

of <strong>the</strong> <strong>Am<strong>ended</strong></strong> SEC<br />

Form <strong>17</strong>-A.<br />

I-Remit included <strong>the</strong><br />

disclosure regarding<br />

<strong>the</strong> purchase of<br />

significant equipment<br />

on page 53 of <strong>the</strong><br />

SEC Form <strong>17</strong>-A as<br />

originally submitted.<br />

A similar disclosure<br />

with respect to all<br />

types of properties is<br />

already included on<br />

page 30 of <strong>the</strong><br />

<strong>Am<strong>ended</strong></strong> SEC Form<br />

<strong>17</strong>-A.<br />

A disclosure on<br />

discontinued<br />

operations similar to<br />

Note 28 (pages 54<br />

and 55) of <strong>the</strong> <strong>2011</strong><br />

Consolidated<br />

Financial Statements<br />

is already included on<br />

page 39 of <strong>the</strong><br />

<strong>Am<strong>ended</strong></strong> SEC Form<br />

<strong>17</strong>-A.<br />

Done. Please see<br />

pages 38, 39 and 40.


INFORMATION ON INDEPENDENT ACCOUNTANT<br />

EXTERNAL AUDIT FEES (MC No. 14 Series of 2004)<br />

2. O<strong>the</strong>r assurance and related services by <strong>the</strong> external auditor that<br />

are reasonably related to <strong>the</strong> per<strong>for</strong>mance of <strong>the</strong> audit or review of <strong>the</strong><br />

registrant’s financial statements. The registrant shall describe <strong>the</strong><br />

nature of <strong>the</strong> services comprising <strong>the</strong> fees disclosed under this<br />

category.<br />

(b) Under <strong>the</strong> caption “Tax Fees”, <strong>the</strong> aggregate fees billed in each of<br />

<strong>the</strong> last two (2) fiscal <strong>year</strong>s <strong>for</strong> professional services rendered by <strong>the</strong><br />

external auditor <strong>for</strong> tax accounting, compliance, advice, planning and<br />

any o<strong>the</strong>r <strong>for</strong>m of tax services. Registrant shall describe <strong>the</strong> nature of<br />

<strong>the</strong> services comprising <strong>the</strong> fees disclosed under this category.<br />

(c) Under <strong>the</strong> caption “All O<strong>the</strong>r Fees”, <strong>the</strong> aggregate fees billed in<br />

each of <strong>the</strong> last two (2) fiscal <strong>year</strong>s <strong>for</strong> products and services provided<br />

by <strong>the</strong> external auditor, o<strong>the</strong>r than <strong>the</strong> services reported under items (a)<br />

& (b) above. Registrant shall describe <strong>the</strong> nature of <strong>the</strong> services<br />

comprising <strong>the</strong> fees disclosed under this category.<br />

Part III – CONTROL AND COMPENSATION INFORMATION<br />

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED<br />

TRANSACTIONS<br />

(Part IV, Paragraph (D) of “Annex C, as am<strong>ended</strong>”)<br />

(1) In addition to <strong>the</strong> disclosures in <strong>the</strong> financial statements which are<br />

required under SFAS/IAS No. 24 on <strong>the</strong> Related Party Disclosures,<br />

registrant shall describe under this item <strong>the</strong> elements of <strong>the</strong><br />

transactions that are necessary <strong>for</strong> an understanding of <strong>the</strong><br />

transactions’ business purpose and economic substance, <strong>the</strong>ir effect on<br />

<strong>the</strong> financial statements, and <strong>the</strong> special risks or contingencies arising<br />

from <strong>the</strong>se transactions. The Commission considers <strong>the</strong> discussion of<br />

<strong>the</strong> following to be necessary.<br />

(a) <strong>the</strong> business purpose of <strong>the</strong> arrangement;<br />

(b) identification of <strong>the</strong> related parties transaction business with <strong>the</strong><br />

registrant and nature of <strong>the</strong> relationship;<br />

(c) how transaction prices were determined by parties;<br />

(d) if disclosures represent that transactions have been evaluated <strong>for</strong><br />

fairness, a description of how <strong>the</strong> evaluation was made ; and<br />

(e) any ongoing contractual or o<strong>the</strong>r commitments as a result of <strong>the</strong><br />

arrangement.<br />

Page 2 of 3<br />

72<br />

Disclose, if any<br />

Discussion under this<br />

item should be<br />

correlated with <strong>the</strong><br />

Notes to <strong>the</strong> <strong>2011</strong><br />

Consolidated<br />

Financial Statements<br />

The external auditor<br />

did not render<br />

professional services<br />

<strong>for</strong> tax accounting,<br />

compliance, advice,<br />

planning and any<br />

o<strong>the</strong>r <strong>for</strong>m of tax<br />

services. This<br />

disclosure is already<br />

included on page 54<br />

of <strong>the</strong> <strong>Am<strong>ended</strong></strong> SEC<br />

Form <strong>17</strong>-A.<br />

The external auditor<br />

did not provide<br />

products and services<br />

o<strong>the</strong>r than <strong>the</strong><br />

services reported<br />

under items (a) & (b).<br />

This disclosure is<br />

already included on<br />

page 54 of <strong>the</strong><br />

<strong>Am<strong>ended</strong></strong> SEC Form<br />

<strong>17</strong>-A. The<br />

Corporation did not<br />

pay any o<strong>the</strong>r fees<br />

except those in<br />

relation to <strong>the</strong><br />

services provided by<br />

<strong>the</strong> external auditor.<br />

Disclosures similar to<br />

Note 24 (pages 48 to<br />

50) of <strong>the</strong> <strong>2011</strong><br />

Consolidated<br />

Financial Statements<br />

are already included<br />

on pages 72 and 73<br />

of <strong>the</strong> <strong>Am<strong>ended</strong></strong> SEC<br />

Form <strong>17</strong>-A.


(2) The disclosure shall also include in<strong>for</strong>mation about parties that fall<br />

outside <strong>the</strong> definition “related parties” under SFAS/IAS No. 24, but with<br />

whom <strong>the</strong> registrant or its related parties have a relationship that<br />

enables <strong>the</strong> parties to negotiate terms of material transactions that may<br />

not be available from o<strong>the</strong>r, more clearly independent parties on an<br />

arm’s length basis. For example, an entity may be established and<br />

operated by individuals that were <strong>for</strong>mer senior management of, or<br />

have some o<strong>the</strong>r current or <strong>for</strong>mer relationship with, a registrant. The<br />

purpose of <strong>the</strong> entity may be to own assets used by <strong>the</strong> registrant or<br />

provide financing or services to <strong>the</strong> registrant. Although <strong>for</strong>mer<br />

management or persons with o<strong>the</strong>r relationships may not meet <strong>the</strong><br />

definition of a related party pursuant to SFAS/IAS No. 24, <strong>the</strong> <strong>for</strong>mer<br />

management positions may result in negotiation of terms that are more<br />

or less favorable that those available on an arm’s-length basis from<br />

clearly independent third parties that are material to <strong>the</strong> registrant’s<br />

financial position or financial per<strong>for</strong>mance.<br />

In some cases, investors may be unable to understand <strong>the</strong> registrant’s<br />

reported results of operations without clear explanation of <strong>the</strong>se<br />

arrangements and relationships. Items of similar nature may be<br />

disclosed in aggregate except when separate disclosure is necessary<br />

<strong>for</strong> an understanding of <strong>the</strong> effect of related party transaction on <strong>the</strong><br />

financial statements.<br />

Page 3 of 3<br />

Disclosures similar to<br />

Note 24 (pages 48 to<br />

50) of <strong>the</strong> <strong>2011</strong><br />

Consolidated<br />

Financial Statements<br />

are already included<br />

on pages 72 and 73<br />

of <strong>the</strong> <strong>Am<strong>ended</strong></strong> SEC<br />

Form <strong>17</strong>-A.


COVER SHEET<br />

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

SEC Registration Number<br />

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

(Company’s Full Name)<br />

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

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

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

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

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

AMENDED<br />

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

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

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

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

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

Total Amount of Borrowings<br />

Total No. of Stockholders Domestic Foreign<br />

To be accomplished by SEC Personnel concerned<br />

File Number LCU<br />

Document ID Cashier<br />

S T A M P S<br />

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


I-REMIT, INC.<br />

AND SUBSIDIARIES<br />

(Company’s Full Name)<br />

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

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

(Company’s Address)<br />

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

(Telephone Number)<br />

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

(Fiscal Year Ending)<br />

(Month and Day)<br />

AMENDED<br />

SEC FORM <strong>17</strong>-A<br />

Form Type<br />

Amendment Designation (if applicable)<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Period Ended Date<br />

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

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

PSE Code<br />

File Number


SECURITIES AND EXCHANGE COMMISSION<br />

SEC FORM <strong>17</strong>-A, AS AMENDED<br />

ANNUAL REPORT PURSUANT TO SECTION <strong>17</strong><br />

OF THE SECURITIES REGULATION CODE AND SECTION 141<br />

OF THE CORPORATION CODE OF THE PHILIPPINES<br />

1. For <strong>the</strong> fiscal <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2011</strong> (AMENDED)<br />

2. Commission Identification No. A2001016<strong>31</strong> 3. BIR Tax Identification No. 210-407-466-000<br />

4. Exact name of registrant as specified in its charter I-REMIT, INC.<br />

5. Metro Manila, PHILIPPINES 6. (SEC Use Only)<br />

Province, Country or o<strong>the</strong>r jurisdiction of Industry Classification Code<br />

incorporation or organization<br />

7. 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City, Metro Manila 1605<br />

Address of principal office Postal code<br />

8. (02) 706 – 9999 Local 100 / 105 / 109<br />

Issuer’s telephone number, including area code<br />

9. Not applicable<br />

Former name, <strong>for</strong>mer address, and <strong>for</strong>mer fiscal <strong>year</strong>, if changed since last report<br />

10. Securities registered pursuant to Sections 8 and 12 of <strong>the</strong> SRC, or Sec. 4 and 8 of <strong>the</strong> RSA<br />

Title Number of Shares of Common Stock<br />

Outstanding and Amount of Debt Outstanding<br />

Common Stock 602,852,800 shares (as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>)<br />

11. Are any or all of <strong>the</strong>se securities listed on a Stock Exchange?<br />

Yes [] No [ ]<br />

If yes, state <strong>the</strong> name of such stock exchange and <strong>the</strong> classes of securities listed <strong>the</strong>rein:<br />

The Philippine Stock Exchange, Inc.<br />

12. Check whe<strong>the</strong>r <strong>the</strong> issuer:<br />

(a) has filed all reports required to be filed by Section <strong>17</strong> of <strong>the</strong> SRC and SRC Rule <strong>17</strong>.1 <strong>the</strong>reunder or<br />

Section 11 of <strong>the</strong> RSA and RSA Rule 11(a)-1 <strong>the</strong>reunder, and Sections 26 and 141 of The Corporation<br />

Code of <strong>the</strong> Philippines during <strong>the</strong> preceding twelve (12) months (or <strong>for</strong> such shorter period that <strong>the</strong><br />

registrant was required to file such reports)<br />

Yes [] No [ ]<br />

(b) has been subject to such filing requirements <strong>for</strong> <strong>the</strong> past 90 days<br />

Yes [] No [ ]<br />

13. Aggregate market value of <strong>the</strong> voting stock held by non-affiliates of <strong>the</strong> registrant:<br />

PHP 1,476,989,360 (as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, PHP 2.45 per share)


DOCUMENTS INCORPORATED BY REFERENCE<br />

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

<strong>2011</strong> Audited Parent Company and Consolidated Financial Statements of<br />

I-Remit, Inc. and Subsidiaries<br />

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


TABLE OF CONTENTS<br />

PART I BUSINESS AND GENERAL INFORMATION<br />

Item 1 Business 1<br />

Item 2 Properties 29<br />

Item 3 Legal Proceedings <strong>31</strong><br />

Item 4 Submission of Matters to a Vote of Security Holders <strong>31</strong><br />

PART II OPERATIONAL AND FINANCIAL INFORMATION<br />

Item 5 Market <strong>for</strong> Issuer’s Common Equity and Related Stockholder Matters 32<br />

Item 6 Management’s Discussion and Analysis or Plan of Operation 37<br />

Item 7 Financial Statements 54<br />

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

Disclosure<br />

54<br />

PART III CONTROL AND COMPENSATION INFORMATION<br />

Item 9 Directors and Executive Officers of <strong>the</strong> Issuer 57<br />

Item 10 Executive Compensation 69<br />

Item 11 Security Ownership of Certain Beneficial Owners and Management 70<br />

Item 12 Certain Relationships and Related Party Transactions 72<br />

PART IV CORPORATE GOVERNANCE<br />

Item 13 Corporate Governance 74<br />

PART V EXHIBITS AND SCHEDULES<br />

Item 14 a. Exhibit 79<br />

b. <strong>Report</strong>s on SEC Form <strong>17</strong>-C 79<br />

SIGNATURES<br />

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES<br />

INDEX TO EXHIBIT


Item 1. Business<br />

(A) Description of Business<br />

(1) Business Development<br />

PART I. BUSINESS AND GENERAL INFORMATION<br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BSP on May 10, 2005.<br />

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

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

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

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

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

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

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

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

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

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

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

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

1


I-Remit currently operates in 24 countries and territories worldwide.<br />

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

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

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

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

Remittance (Canada) Limited (IRCL), and established operations in three (3) major provinces<br />

of Canada: British Columbia, Alberta, and Ontario. In 2005, I-Remit acquired 65% ownership<br />

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

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

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

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

2004 and was repurchased in June 2007. iRemit’s expansion in Europe is in pursuit of <strong>the</strong><br />

authorization obtained from <strong>the</strong> Financial Services Authority of <strong>the</strong> United Kingdom by its<br />

wholly-owned subsidiary, IRemit Global Remittance Limited to operate as a payment institution<br />

in <strong>the</strong> European Economic Area (EEA). Under <strong>the</strong> European Payment Services Directive,<br />

IRemit Global Remittance Limited may avail of its “passporting” rights and carry on its business<br />

activities in o<strong>the</strong>r EEA states by establishing branches, engaging agents, or providing crossborder<br />

services. I-Remit started its second Asian operation in Singapore through IRemit<br />

Singapore Pte Ltd, which commenced its commercial operations in October 2001. I-Remit<br />

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

through a tie-up in Taiwan, Hwa Kung Hong & Co., Ltd., which became operational in 2001. I-<br />

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

Australia that began its operations in September 2002. I-Remit Australia Pty Ltd (“IAPL”) was<br />

incorporated in <strong>December</strong> 2002 and in June 2007 ownership has been consolidated to 100%.<br />

Worldwide Exchange Pty Ltd (“WEPL”) in Australia started commercial operations in<br />

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

additional 15% ownership in September 2007. On March <strong>31</strong>, <strong>2011</strong>, I-Remit acquired <strong>the</strong> 35%<br />

interest of minority shareholders in WEPL. With its 30% indirect voting interest through IAPL, I-<br />

Remit effectively owns 100.00% of WEPL. On July 25, 2007, <strong>the</strong> Financial Monetary Authority<br />

of Austria granted <strong>the</strong> remittance license of IREMIT EUROPE Remittance Consulting AG in<br />

which <strong>the</strong> Company has 74.9% equity interest. It started commercial operations on September<br />

16, 2007. In November 2009, IREMIT EUROPE Remittance Consulting AG was registered by<br />

Banca D’Italia Eurosistema in <strong>the</strong> general list of financial intermediaries as a provider of money<br />

transfer services under Article 106 of <strong>the</strong> legislative decree 385/1993 of Italy’s Banking Law.<br />

On May 5, <strong>2011</strong>, <strong>the</strong> Parent Company acquired <strong>the</strong> 25.10% ownership interest in IREMIT<br />

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

increased <strong>the</strong> Parent Company’s ownership interest in IREMIT EUROPE Remittance<br />

Consulting AG to 100.0% from 74.9%. Consequently, on October 11, <strong>2011</strong>, IREMIT EUROPE<br />

Remittance Consulting AG changed its legal name to IREMIT Remittance<br />

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

liability company. It also am<strong>ended</strong> its Articles of Incorporation to include management<br />

consultancy in its business activities. I-Remit New Zealand Limited, a wholly-owned subsidiary<br />

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

Development on September 11, 2007. It started commercial operations on February 13, 2008.<br />

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

100.00% ownership interest in Power Star Asia Group Limited, a company based in Hong<br />

Kong which is engaged in <strong>for</strong>eign currency trading. On January 9, 2009, <strong>the</strong> Board of I-Remit<br />

authorized <strong>the</strong> acquisition of up to 49% of <strong>the</strong> outstanding capital stock of Hwa Kung Hong &<br />

Co., Ltd., a company engaged in <strong>the</strong> remittance business in Taiwan with offices in Taipei and<br />

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

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

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

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

largest independent local remittance company.<br />

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

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

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

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

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

on November 11, 2007.<br />

2


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

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

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

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

customers.<br />

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

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

per share.<br />

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

Name Nationality No. of Shares<br />

Subscribed<br />

3<br />

Amount of Capital<br />

Stock Subscribed<br />

(PHP)<br />

Amount Paid on<br />

Subscription (PHP)<br />

iVantage Corporation Filipino 999,993 99,999,300.00 49,999,300.00<br />

Ben C. Tiu Filipino 1 100.00 100.00<br />

Wilson L. Sy Filipino 1 100.00 100.00<br />

Willy N. Ocier Filipino 1 100.00 100.00<br />

William L. Chua Filipino 1 100.00 100.00<br />

Juan G. Chua Filipino 1 100.00 100.00<br />

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

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

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

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

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

Name Nationality No. of Shares<br />

Subscribed<br />

Amount of Capital<br />

Stock Subscribed<br />

(PHP)<br />

Amount Paid on<br />

Subscription (PHP)<br />

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

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

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

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

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

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

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

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

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

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

Deighton Limited.


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

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

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

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

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

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

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

stock purchase or similar agreements;<br />

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

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

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

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

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

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

6. Election of directors;<br />

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

8. Vacancies;<br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

follows:<br />

Name Nationality No. of Shares<br />

Subscribed<br />

4<br />

Amount of Capital<br />

Stock Subscribed<br />

(PHP)<br />

Amount Paid on<br />

Subscription (PHP)<br />

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

value of PHP 1.00 per share consisting of (i) 107,4<strong>17</strong>,000 new common shares issued and<br />

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

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

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

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

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

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

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

PHP 658,026,720.00.<br />

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

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

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

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

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

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

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

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

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

investor confidence in <strong>the</strong> Company. A total of 10,000,000 shares have been purchased and<br />

lodged as treasury shares.<br />

On September 16, 201, <strong>the</strong> Board of <strong>the</strong> Company authorized <strong>the</strong> buy-back from <strong>the</strong> market of<br />

up to 10 million shares, representing approximately 1.64% of I-Remit’s outstanding common<br />

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

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

investor confidence in <strong>the</strong> Company. A total of 4,873,000 shares have been purchased and<br />

lodged as treasury shares.<br />

As of March <strong>31</strong>, 2012, <strong>the</strong> Company’s capital structure is as follows:<br />

5<br />

Amount of Capital<br />

Stock Subscribed<br />

% to Total<br />

Number of<br />

Shares<br />

Name Nationality<br />

No. of Shares<br />

Subscribed<br />

(PHP)<br />

Star Equities Inc. Filipino <strong>17</strong>4,260,047 <strong>17</strong>4,260,047.00 28.91%<br />

Surewell Equities, Inc. Filipino 134,248,290 134,248,290.00 22.27%<br />

JTKC Equities, Inc. Filipino 116,611,247 116,611,247.00 19.34%<br />

JPSA Global Services Co. Filipino 18,700,000 18,700,000.00 3.10%<br />

Public Various 158,983,216 158,983,216.00 26.37%<br />

Total, March <strong>31</strong>, 2012 602,802,800 602,802,800.00 100.00%


The Company’s general expansion plans in 2012 include <strong>the</strong> opening of new and/or additional<br />

offices or <strong>the</strong> engagement of new tie-ups and partners in Ireland, Macau, Germany, <strong>the</strong><br />

Ne<strong>the</strong>rlands, Saudi Arabia and Kuwait.<br />

(2) Business of Issuer<br />

(a) Description of Registrant<br />

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

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

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

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

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

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

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

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

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

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

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

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

29, 2007. International Remittance (Canada) Ltd. has seven (7) offices in Canada: two<br />

(2) in British Columbia; three (3) in Ontario; and two (2) in Alberta. The Filipino<br />

community is <strong>the</strong> third largest minority group in Canada. There are 350,000 Filipino<br />

migrant families and about 500,000 Filipinos in Canada mostly in Toronto, Montreal,<br />

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

of Overseas Filipinos (<strong>December</strong> 2009) estimates that <strong>the</strong>re are 639,686 Filipinos in <strong>the</strong><br />

country.<br />

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

Australian Corporations Act 2001 and registered with <strong>the</strong> Australian Securities and<br />

Investments Commission with Australian Company Number 103 107 982. It was<br />

incorporated on <strong>December</strong> 10, 2002 in Victoria, Australia and as of June 29, 2007, <strong>the</strong><br />

Company’s ownership in I-Remit Australia has been consolidated to 100%. It has no<br />

regular employees and has not engaged, since incorporation, in any material activities<br />

o<strong>the</strong>r than those related to <strong>the</strong> maintenance of a bank account with ANZ Bank<br />

(Australia and New Zealand Banking Group Limited) where I-Remit’s subsidiary and tieups<br />

in Australia deposit <strong>the</strong> remittances that <strong>the</strong>y receive <strong>for</strong> purpose of eventually<br />

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

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

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

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

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

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

of <strong>the</strong> legislative decree 385/1993 of Italy’s Banking Law. On April 18, 2010, it opened<br />

a branch in Rome. On August 1, 2010, it opened its second branch in Milan. Italy is <strong>the</strong><br />

second most popular destination of overseas Filipino workers in Europe. Numbering<br />

about 200,000, <strong>the</strong> vast majority of Filipinos work in <strong>the</strong> domestic service sector while<br />

<strong>the</strong>re are also a number employed in <strong>the</strong> nursing field and o<strong>the</strong>r skilled and semi-skilled<br />

occupational groups.<br />

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

company in <strong>the</strong> United Kingdom and Wales that was incorporated on June 22, 2001. It<br />

is registered with The Registrar of Companies <strong>for</strong> England and Wales, Companies<br />

House with Company Number 04239974. It started commercial operations in July 2001.<br />

Initially, <strong>the</strong> Company had a 96% equity interest in <strong>the</strong> IRemit Global Remittance<br />

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

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

immigrants to <strong>the</strong> United Kingdom. There were approximately 200,000 Filipinos living<br />

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

homes, medical professionals and chambermaids.<br />

6


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

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

Economic Development last September 11, 2007. It is registered with <strong>the</strong> Registrar of<br />

Companies of New Zealand, Companies Office with Company Number 19843<strong>31</strong>. The<br />

company started operating commercially on February 13, 2008. There are over 20,000<br />

Filipinos in New Zealand.<br />

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

March 16, 2001 as a limited liability company under <strong>the</strong> Companies Ordinance of Hong<br />

Kong whose principal activity is <strong>the</strong> provision of remittance services. It is registered<br />

with <strong>the</strong> Companies Registry with Company Number 750525. It was <strong>the</strong> first<br />

international branch of I-Remit and, to date, it has four (4) branches in Hong Kong: two<br />

(2) at <strong>the</strong> Central District, one (1) at <strong>the</strong> Admiralty, and one (1) in Tsuen Wan. Hong<br />

Kong is one of <strong>the</strong> top destinations of land-based OFWs in Asia. There are on average<br />

around 140,000 Filipinos in Hong Kong, most of whom find work as domestic<br />

household helpers.<br />

Power Star Asia Group Limited, a wholly-owned subsidiary, was incorporated on April<br />

28, 2008 under <strong>the</strong> Companies Ordinance of Hong Kong. It is engaged in <strong>for</strong>eign<br />

exchange trading activities. It was acquired by I-Remit on November 12, 2008 with <strong>the</strong><br />

purchase of its 1,000,000 outstanding shares <strong>for</strong> a total consideration of HKD1,000,000<br />

with <strong>the</strong> intention of outsourcing some of <strong>the</strong> Parent Company’s <strong>for</strong>eign exchange<br />

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

registered with <strong>the</strong> Companies Registry with Company Number 1232132.<br />

Worldwide Exchange Pty Ltd (consisting of direct voting interest of 70% and indirect<br />

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

September 29, 2003 in Queensland, Australia. It is duly registered with <strong>the</strong> Australian<br />

Securities and Investments Commission in Queensland, Australia with Australian<br />

Company Registration Number 106493047. It started commercial operations in<br />

September 2002. It currently has two (2) branches located in Blacktown and in Perth,<br />

Western Australia. The Filipino-Australian community is composed of approximately<br />

200,000 immigrants, many of whom moved to Australia from <strong>the</strong> Philippines in <strong>the</strong> early<br />

1980’s.<br />

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

IRemit Singapore Pte Ltd (49% owned) is a private limited company incorporated in<br />

Singapore whose principal business activity is to carry on <strong>the</strong> business of money<br />

remittance services. It was incorporated on May 11, 2001 and started commercial<br />

operations in October 2001. It is duly registered with <strong>the</strong> Registrar of Companies and<br />

Businesses Singapore, Accounting and Corporate Regulatory Authority with Company<br />

Number 200103087H. There are about 136,000 Filipinos in Singapore who work as<br />

household workers, medical workers, IT professionals, and construction workers.<br />

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

business in Taiwan. It has offices in Taipei and Kaohsiung. It has a Taipei City<br />

Business Number 00078598-2 and a Business Enterprise (For Profit) Unified Number<br />

140334<strong>31</strong>. On January 9, 2009, <strong>the</strong> Board of I-Remit authorized <strong>the</strong> acquisition of up<br />

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

<strong>the</strong> shares was completed on July 1, 2009.<br />

7


Principal Products and Services<br />

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

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

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

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

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

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

MegaLink, or ExpressNet automated teller machine<br />

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

BancNet has 44 member banks and 15 subscribers<br />

and almost 4,000 ATMs nationwide. Megalink has 22<br />

members, 2,921 ATMs, and <strong>17</strong>,000 POS terminals<br />

nationwide. ExpressNet has five (5) member banks<br />

and 3,113 ATMs nationwide.<br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

remittance in any of I-Remit’s 6,247 pay-out stations<br />

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

stations number 2,006 in Metro Manila, 1,918 in <strong>the</strong><br />

rest of Luzon, 1,366 in <strong>the</strong> Visayas, and 957 in<br />

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

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

Allied Banking Corporation, Asiatrust Development<br />

Bank, Bank of <strong>the</strong> Philippine Islands, Bayad Center,<br />

Cebuana Lhuillier, China Banking Corporation, Land<br />

Bank of <strong>the</strong> Philippines, Philippine National Bank,<br />

Mindanao Capital Corporation, ML Kwarta Padala, One<br />

Network Rural Bank, Inc., Philippine Savings Bank,<br />

Philippine Veterans Bank, Premiere Development<br />

Bank, Prime Asia Pawnshop, Rural Bank of Malinao,<br />

Saint Sealtiel Services, Inc., Security Bank<br />

Corporation, Sterling Bank of Asia, Inc. (A Savings<br />

Bank), Tambunting Pawnshops, Union Bank of <strong>the</strong><br />

Philippines, Maybank Philippines, Inc., United Coconut<br />

Planters Bank, UCPB Savings Bank, Rural Bank of<br />

Malinao, and Wilmon Group.<br />

8


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

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

beneficiaries almost instantaneously. Cardholders may<br />

withdraw cash from more than 10,000 BancNet,<br />

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

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

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

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

merchant establishments in over <strong>17</strong>0 countries<br />

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

partnership with Chinatrust (Philippines) Commercial<br />

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

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

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

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

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

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

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

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

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

payments.<br />

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

contributions, premiums or donations from Filipinos<br />

abroad <strong>for</strong> <strong>the</strong> following government agencies and<br />

private companies: Social Security System (SSS);<br />

Overseas Workers Welfare Administration (OWWA);<br />

Home Development Mutual Fund (HDMF or Pag-IBIG<br />

Fund); Philippine Health Insurance Corporation<br />

(PhilHealth); Philippine Retirement Authority; Loyola<br />

Plans Consolidated, Inc. ; Platinum Plans Phil., Inc.;<br />

Confed Properties, Inc. ; Surewell Equities, Inc. ;<br />

Robinsons Homes, Inc.; Dynamic Realty and<br />

Resources Corporation; CHMI Land, Inc.; Firm Builders<br />

Realty Development Corporation; Regent Pearl;<br />

Earth+Style Corporation; Extraordinary Development<br />

Corporation; Earth Prosper Corporation; Earth Aspire<br />

Corporation; P.A. Alvarez Properties and Development<br />

Corporation; San Marco Realty and Development<br />

Corporation; PHINMA Property Holdings Corporation;<br />

NJR Realty and Development; R. J. Lhinet<br />

Development Corporation; Pueblo de Oro<br />

Development Corporation; Homeowners Development<br />

Corporation; Ledesco Development Corporation;<br />

Nippon Credit Co., Inc.; Automatic Centre; Kabalikat ng<br />

OFW, and CBN Asia.<br />

SMS (Short Message<br />

Service) via Globe G-<br />

Cash and Smart Padala<br />

iRemit Direct Online<br />

Remittance System<br />

(iDOL)<br />

9<br />

Beneficiaries may encash remittances in more than<br />

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

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

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

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

business establishments.<br />

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

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

and secure remittance services to Filipinos everywhere<br />

that have Internet access.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Region <strong>2011</strong> 2010 2009<br />

Asia-Pacific <strong>31</strong>% 34% 33%<br />

Europe 10% 11% 12%<br />

Middle East <strong>17</strong>% 19% 20%<br />

North America 13% 15% <strong>17</strong>%<br />

O<strong>the</strong>rs 29% 21% 18%<br />

Total 100% 100% 100%<br />

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

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

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

Region <strong>2011</strong> 2010 2009<br />

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

Europe 11% 10% 9%<br />

Middle East 29% 29% 28%<br />

North America 14% 15% 16%<br />

O<strong>the</strong>rs 3% 3% 4%<br />

Total 100% 100% 100%<br />

10


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

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

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

Currently, I-Remit is present in <strong>the</strong> following 24 countries and territories:<br />

Asia Pacific Europe Middle East North America<br />

Australia Austria Bahrain Canada<br />

Brunei Greece Israel<br />

Hong Kong Ireland Jordan<br />

Japan Italy Kuwait<br />

Malaysia Spain Lebanon<br />

Marshall Islands The Ne<strong>the</strong>rlands Qatar<br />

New Zealand United Kingdom United Arab Emirates<br />

Singapore<br />

Taiwan<br />

The Company’s general expansion plans in 2012 include <strong>the</strong> opening of new and/or<br />

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

Germany, <strong>the</strong> Ne<strong>the</strong>rlands, Saudi Arabia and Kuwait.<br />

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

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

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

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

of over 10,000 ATMs of <strong>the</strong> member banks and subscribers of BancNet, Megalink, and<br />

ExpressNet.<br />

11


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

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

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

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

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

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

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

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

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

beneficiaries in any of I-Remit’s 6,247 designated pay-out stations nationwide.<br />

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

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

New Products or Services<br />

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

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

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

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

its members.<br />

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

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

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

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

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

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

Philippines.<br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

provide this electronic service.<br />

12


iDOL, which stands <strong>for</strong> iRemit Direct Online, will be initially launched in Canada, where<br />

using <strong>the</strong> Internet <strong>for</strong> sending money has proven to be a huge convenience to its large<br />

migrant population owing to <strong>the</strong> nation’s vast territorial expanse and seasonal<br />

extremes. iRemit also aims to introduce <strong>the</strong> new remittance plat<strong>for</strong>m to Filipinos in<br />

Australia, New Zealand, <strong>the</strong> United Kingdom, and Japan. Like Canada, <strong>the</strong>se countries<br />

have large Filipino communities.<br />

There are o<strong>the</strong>r services planned <strong>for</strong> launching in 2012. These products and services<br />

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

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

There are no publicly-announced new products or services which completion of<br />

development would require a material amount of <strong>the</strong> resources of iRemit. New<br />

products or services will be developed using internal resources.<br />

Competition<br />

Players<br />

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

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

Formal Channels<br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

13


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

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

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

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

offices and branches) registered with <strong>the</strong> Bangko Sentral ng Pilipinas as at <strong>December</strong><br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

14


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

structures.<br />

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

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

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

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

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

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

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

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

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

providers under revenue-sharing schemes.<br />

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

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

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

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

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

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

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

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

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

each country that it operates in.<br />

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

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

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

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

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

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

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

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

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

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

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

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

15


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

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

Filipino immigrants of different occupational groups in 26 countries and territories<br />

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

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

Company’s sales.<br />

Over nine (9) million Filipinos, or around 10% of <strong>the</strong> Philippine population, work abroad<br />

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

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

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

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

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

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

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

In its Migration and Development Brief dated <strong>December</strong> 1, <strong>2011</strong>, <strong>the</strong> World Bank<br />

reported that officially recorded remittance flows to developing countries are estimated<br />

to have reached USD351 billion in <strong>2011</strong>, up 8% over 2010.<br />

For <strong>the</strong> first time since <strong>the</strong> global financial crisis, remittance flows to all six developing<br />

regions rose in <strong>2011</strong>. Growth of remittances in <strong>2011</strong> exceeded <strong>the</strong> World Bank’s earlier<br />

expectations in four (4) regions, especially in Europe and Central Asia (due to higher<br />

outward flows from Russia that benefitted from high oil prices) and Sub-Saharan Africa<br />

(due to strong south-south flows and weaker currencies in some countries that attracted<br />

larger remittances). By contrast, growth in remittance flows to Latin America and<br />

Caribbean was lower than previously expected, due to continuing weakness in <strong>the</strong> U.S.<br />

economy and Spain. Flows to Middle East and Africa were also impacted by <strong>the</strong> “Arab<br />

Spring.”<br />

Following this rebound in <strong>2011</strong>, <strong>the</strong> growth of remittance flows to developing countries<br />

is expected to continue at a rate of 7-8 percent annually to reach USD441 billion by<br />

2014. Worldwide remittance flows, including those to high-income countries, are<br />

expected to exceed USD590 billion by 2014.<br />

However, <strong>the</strong> World Bank believes <strong>the</strong>re are serious downside risks to this outlook.<br />

Persistent unemployment in Europe and <strong>the</strong> U.S. is affecting employment prospects of<br />

existing migrants and hardening political attitudes toward new immigration. Volatile<br />

exchange rates and uncertainty about <strong>the</strong> direction of oil prices also present fur<strong>the</strong>r<br />

risks to <strong>the</strong> outlook <strong>for</strong> remittances.<br />

Recently, <strong>the</strong> Bangko Sentral ng Pilipinas (Central Bank of <strong>the</strong> Philippines) reported<br />

that <strong>the</strong> remittances of Filipino workers reached USD20.1<strong>17</strong> billion representing a 7.2%<br />

growth over <strong>the</strong> USD18.763 billion in 2010.<br />

The stable flow of remittances continued to provide strong support to domestic demand,<br />

with <strong>the</strong> remittance level <strong>for</strong> <strong>the</strong> <strong>year</strong> amounting to close to 10 percent of <strong>the</strong> country’s<br />

gross domestic product (GDP). The major driving factors that helped accelerate <strong>the</strong><br />

growth of remittances were <strong>the</strong> diversity of <strong>the</strong> destinations and skills of overseas<br />

Filipinos combined with <strong>the</strong> expanding network of bank and non-bank service providers<br />

both in <strong>the</strong> Philippines and around <strong>the</strong> world. The continuing innovation in financial<br />

products and services (e.g., web-based remittance services, automated remittance<br />

machines, reloadable/reusable money/cash cards, among o<strong>the</strong>rs) being offered in <strong>the</strong><br />

market to facilitate money transfers have likewise contributed to <strong>the</strong> resilience of<br />

remittances throughout <strong>the</strong> <strong>year</strong>.<br />

In 2012, <strong>the</strong> Bangko Sentral ng Pilipinas sees remittance growth slowing down to 5<br />

percent as a consequence of a more subdued global outlook.<br />

16


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sterling Bank of Asia, Inc., a related party.<br />

Significant Agreements and/or Commitments<br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

that serves as collateral.<br />

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

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

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

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

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

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

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

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

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

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

and real estate development companies.<br />

<strong>17</strong>


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

Concessions, and Royalty Agreements Held<br />

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

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

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

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

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

10, 2005.<br />

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

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

and <strong>the</strong> United Kingdom. The said licenses are subject to compliance with mandatory<br />

reportorial requirements. To secure <strong>the</strong>se licensing rights, I-Remit ensures compliance<br />

with all <strong>the</strong> reportorial requirements of <strong>the</strong> host countries.<br />

I-Remit, Inc. is registered with and is supervised by <strong>the</strong> Bangko Sentral ng Pilipinas with<br />

Registration No. FX-2005-000364.<br />

I-Remit, Inc. has been entered in <strong>the</strong> Australian Transaction <strong>Report</strong>s and Analysis<br />

Centre (AUSTRAC) Remittance Sector Register with registered remittance network<br />

provider number is RNP100035640-001 effective April 13, 2012.<br />

International Remittance (Canada) Ltd. is registered with <strong>the</strong> Financial Transactions<br />

and <strong>Report</strong>s Analysis Centre of Canada (FINTRAC) as a money service business with<br />

registration number M08160706.<br />

IRemit Global Remittance Ltd. has been granted authorization by <strong>the</strong> Financial Services<br />

Authority to carry on payment services activities from April 15, <strong>2011</strong> under <strong>the</strong> Payment<br />

Services Regulations 2009 of <strong>the</strong> United Kingdom with FSA reference number 537568.<br />

IRemit Global Remittance Ltd. is registered with HM Customs and Excise with Money<br />

Laundering Registration Number 1213085.<br />

IRemit Global Remittance Ltd.’s branch in Rome, Italy was included by <strong>the</strong> Banca D’<br />

Italia in <strong>the</strong> Register of Payment Institutions effective July 7, <strong>2011</strong> with identification<br />

code 36023.0.<br />

IRemit Singapore Pte. Ltd. has been issued a license by <strong>the</strong> Monetary Authority of<br />

Singapore to carry on <strong>the</strong> remittance business with RA No. 01038.<br />

K.K. I-Remit Japan is registered with <strong>the</strong> Kanto Local Finance Bureau with Registration<br />

No. KLFB00019.<br />

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

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

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

18


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

Name/Trademark Date Filed Date Registered<br />

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

Application No. 4-2004-<br />

0000529<br />

I-Load June 16, 2004<br />

Application No. 4-2004-<br />

0005251<br />

I-Travel June 16, 2004<br />

Application No. 4-2004-<br />

0005252<br />

I-Pay June 16, 2004<br />

Application No. 4-2004-<br />

0005253<br />

iDol July 8, 2004<br />

Application No. 4-2004-<br />

0006066<br />

I-Serve February 14, 2008<br />

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

I-Value February 14, 2008<br />

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

I-Reward February 14, 2008<br />

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

I-Care February 14, 2008<br />

Application No. 4-2008-0018<strong>17</strong><br />

I-Remit Trademark<br />

I-Remit Trademark<br />

I-Remit Trademark<br />

June 23, 2006<br />

e-Filing No. 125586<br />

September 18, 2009<br />

Application No. 145s2333<br />

19<br />

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

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

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

from date of registration<br />

January 21, 2006<br />

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

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

from date of registration<br />

October 1, 2005<br />

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

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

from date of registration<br />

October 1, 2005<br />

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

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

from date of registration<br />

July 30, 2006<br />

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

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

from date of registration<br />

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

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

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

from date of registration<br />

September 8, 2008<br />

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

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

from date of registration<br />

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

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

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

from date of registration<br />

September 8, 2008<br />

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

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

from date of registration<br />

June 23, 2006<br />

Trademark No. T06/12356G<br />

Registry of Trademarks, Property<br />

Office of Singapore<br />

November 1, 2007<br />

New Zealand Trademark Registration<br />

No. 778760<br />

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

from date of registration<br />

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

in Trademarks Journal (Canada)


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

in its operations:<br />

Software / System,<br />

Acquisition and License / Renewal of<br />

Version Purpose<br />

Effectivity Maintenance Service<br />

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

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

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

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

Accounts Payable) convenient and accurate<br />

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

Systems, Inc.<br />

Company’s financial<br />

statements. The Accounts<br />

Payable module manages<br />

supplier payables and<br />

disbursements.<br />

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

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

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

Resource Management, processing, and statutory<br />

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

Jupiter Systems, Inc. Resource Management<br />

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

capturing 201-file<br />

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

The Timecard<br />

module is used in<br />

recording and processing<br />

employee working hours.<br />

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

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

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

28, <strong>2011</strong><br />

base of I-Remit’s<br />

Version 2008,<br />

remittance system acquired on February<br />

27, 2009;<br />

perpetual license<br />

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

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

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

base of I-Remit’s<br />

remittance system<br />

license<br />

Microsoft Exchange A messaging and<br />

Version 2003,<br />

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

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

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

September 27, 2007;<br />

perpetual license<br />

Internet Service<br />

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

Accelerator 2004<br />

11, 2006<br />

Microsoft Office – Small Software used in creating Version 2003,<br />

Business<br />

documents, files and acquired on October<br />

reports<br />

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

2007, acquired on<br />

November 20, 2008;<br />

perpetual license<br />

20


Software / System,<br />

Acquisition and License / Renewal of<br />

Version Purpose<br />

Effectivity Maintenance Service<br />

Microsoft Windows Operating system used in Version 2003,<br />

Server – Enterprise and servers<br />

acquired on October<br />

Standard Edition<br />

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

licenses acquired on<br />

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

September 30 &<br />

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

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

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

Version2008,<br />

acquired February<br />

27, 2009<br />

Power Builder Software development tool Version 11.1,<br />

acquired on<br />

November 18, 2008<br />

Kaspersky Anti-Virus Anti-virus system Open space security, Support agreement is<br />

acquired in May 2009 renewed every <strong>year</strong><br />

Adobe Acrobat Reader File management Version 8 and 9<br />

Hitachi Data Protection Backup and replication Version 7 and 8, Support agreement is<br />

Suite (Commvault) software<br />

acquired in 2009 renewed every <strong>year</strong><br />

VeriSign SSL Certificate SSL certificates <strong>for</strong> data Acquired in 2009 Support agreement is<br />

encryption<br />

renewed every <strong>year</strong><br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

complied with all such reportorial requirements.<br />

Amount Spent on Research and Development Activities<br />

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

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

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

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

<strong>the</strong> Philippines.<br />

21


Employees<br />

The Company has 369 employees including those directly employed by subsidiaries as<br />

of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>. These consist of 68 officers and 301 non-officers as follows:<br />

No. of Employees (<strong>December</strong> <strong>31</strong>, <strong>2011</strong>)<br />

Officers Non-Officers Total<br />

Parent Company 44 181 225<br />

Subsidiaries 24 120 144<br />

Total 68 301 369<br />

The Company projects no new additional personnel in 2012.<br />

Type No. of Employees<br />

Administrative 32<br />

Finance 63<br />

In<strong>for</strong>mation Technology 19<br />

Sales and Marketing 36<br />

Service and Operations 219<br />

Total 369<br />

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

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

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

histories.<br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

customer service and product knowledge.<br />

22


Risk Management<br />

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

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

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

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

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

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

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

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

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

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

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

environment is in place.<br />

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

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

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

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

market risk, and operational risk.<br />

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Company of <strong>the</strong> financial soundness of its partner firms; (iv) receivable balances are<br />

monitored daily by <strong>the</strong> Company’s regional managers with <strong>the</strong> result that <strong>the</strong><br />

Company’s exposure to bad debts is not significant.<br />

The Company’s accounts receivables from agents are highly collectible which have<br />

turnovers ranging from one (1) to five (5) days. The o<strong>the</strong>r receivables which include<br />

advances to related parties is also highly collectible which are due in less than one (1)<br />

<strong>year</strong>.<br />

23


Market risks, consisting of <strong>for</strong>eign exchange risk and interest rate risk, are <strong>the</strong> risks that<br />

<strong>the</strong> value of a currency position or financial instrument will fluctuate due to changes in<br />

<strong>for</strong>eign exchange rates and interest rates. The Company’s financial instruments<br />

consist of short-term loans from banks and advances from stockholders. The main<br />

purpose of <strong>the</strong>se financial instruments is to raise funds <strong>for</strong> <strong>the</strong> Company’s fulfillment or<br />

delivery of remittance transactions to beneficiaries. The Company also has various<br />

financial assets and liabilities such as accounts receivable from agents and accounts<br />

payable to beneficiaries, which arise directly from its remittance operations.<br />

I-Remit provides money transfer and remittance services in 25 countries and territories.<br />

Foreign exchange risk is managed through <strong>the</strong> structure of <strong>the</strong> business and an active<br />

risk management process. In <strong>the</strong> substantial majority of its transactions, I-Remit settles<br />

with its <strong>for</strong>eign offices, associates, and agents in <strong>the</strong>ir respective local currencies, and<br />

requires <strong>the</strong> <strong>for</strong>eign offices, associates, and agents to obtain settlement currency to<br />

provide to recipients. The <strong>for</strong>eign currency exposure that does exist is limited by <strong>the</strong><br />

fact that <strong>the</strong> majority of transactions are settled within a day or two (2) days after <strong>the</strong>se<br />

are initiated. In addition, in money transfer transactions involving different currencies<br />

received and paid in Philippine pesos, I-Remit generates revenue by receiving a <strong>for</strong>eign<br />

currency spread based on <strong>the</strong> difference between buying currencies at wholesale<br />

exchange rates and providing <strong>the</strong> currencies to its customers at retail exchange rates.<br />

This spread provides some protection against currency fluctuations. The Company’s<br />

policy is not to speculate in <strong>for</strong>eign currencies and it promptly trades <strong>for</strong>eign currencies<br />

as necessary to cover its payables and receivables.<br />

It is <strong>the</strong> Company’s policy that all daily <strong>for</strong>eign currencies, which arise as a result of its<br />

remittance transactions, must be traded daily with bank partners only at prevailing<br />

<strong>for</strong>eign exchange rates in <strong>the</strong> market. The daily closing <strong>for</strong>eign exchange rates are<br />

used as <strong>the</strong> guiding rates in providing wholesale rates to <strong>for</strong>eign offices and agents,<br />

respectively. The trading proceeds are used to pay out bank loans and o<strong>the</strong>r<br />

obligations of <strong>the</strong> Company.<br />

The Company is exposed to short-term interest rate risks on its peso-denominated<br />

bank credit facilities. The Company’s exposure to cash flow interest rate risk is<br />

minimal. It is <strong>the</strong> policy of <strong>the</strong> Company to manage its interest cost by entering into<br />

fixed short-term debt.<br />

24


Operational risks are risks of losses resulting from inadequate or failed internal<br />

processes, people and systems or from external events, such as those resulting from<br />

fraud or defalcations from internal or external sources, or actual financial losses arising<br />

from failed processes, systems and procedures.<br />

The Company’s main goal in managing operational risk is to create and maintain an<br />

operating environment that ensures and protects <strong>the</strong> integrity of its financial resources,<br />

assets, transactions, records, and in<strong>for</strong>mation resources. The Company attempts to<br />

mitigate operational risks by maintaining a comprehensive system of internal controls,<br />

establishing standard systems and procedures, implementing a system to monitor<br />

transactions, maintaining key back-up procedures, and undertaking regular contingency<br />

planning.<br />

The Company has operating manuals detailing <strong>the</strong> procedures <strong>for</strong> <strong>the</strong> processing of its<br />

remittance transactions, <strong>the</strong> implementation of its various business processes, and <strong>the</strong><br />

use of its in<strong>for</strong>mation technology resources. These operating manuals undergo<br />

periodic reviews and revisions, if needed. Amendments to <strong>the</strong>se manuals are<br />

implemented through circulars sent to all divisions and offices of <strong>the</strong> Company.<br />

Transactions and items of value are subject to a system of dual control whereby <strong>the</strong><br />

work of one person is verified by a second person to ensure that <strong>the</strong> transaction is<br />

properly authorized, recorded, and settled.<br />

Independent reviews are regularly conducted by <strong>the</strong> Internal Audit Department to<br />

ensure that risk controls are in place and functioning effectively. The Internal Audit<br />

Department undertakes a comprehensive audit of all divisions and departments in<br />

accordance with a risk-based audit plan. It conceptualizes and recommends <strong>the</strong><br />

implementation of an improved system of internal controls, to minimize operational<br />

risks. The Audit Plan <strong>for</strong> each fiscal <strong>year</strong> is approved by <strong>the</strong> Audit Committee of <strong>the</strong><br />

Board of Directors. These audits also include <strong>the</strong> area of in<strong>for</strong>mation security that<br />

covers application systems, databases, networks, and operating systems.<br />

Recognizing <strong>the</strong> importance of customer service in its operations, <strong>the</strong> Company has a<br />

Customer Support Team composed of a dedicated and highly-trained team of Country<br />

Customer Care Officers (3COs) who support <strong>the</strong> <strong>for</strong>eign offices, associates, and <strong>the</strong><br />

Company’s customers and <strong>the</strong>ir beneficiaries. The Company provides 24 x 7 customer<br />

service support and minimizes operational risks by ensuring accuracy and effectiveness<br />

in operations and in <strong>the</strong> delivery of services.<br />

The Company also has a Business Continuity Plan (BCP) that outlines <strong>the</strong> activities<br />

and <strong>the</strong> procedures to be undertaken in <strong>the</strong> event of abnormal or emergency<br />

conditions, or a disaster, to ensure that disruption to operations will be kept at a<br />

manageable level, financial losses will be minimized, <strong>the</strong> safety and security of<br />

employees, customers, and Company records will be maintained, and normal<br />

operations will be restored in <strong>the</strong> shortest time possible. I-Remit maintains a disaster<br />

recovery (DRP) site with Globe Telecom/Innove Communications in Makati City.<br />

25


The o<strong>the</strong>r risks identified are: regulatory risk, legal risk, and technology risk.<br />

Regulatory risk refers to <strong>the</strong> potential <strong>for</strong> <strong>the</strong> Company to suffer financial losses due to<br />

changes in <strong>the</strong> laws or monetary, tax or o<strong>the</strong>r governmental regulations of <strong>the</strong><br />

Philippines or of a country. Losses may be in <strong>the</strong> <strong>for</strong>m of regulatory sanctions <strong>for</strong> noncompliance,<br />

and in extreme cases, may involve not just mere loss in terms of reputation<br />

or financial penalties, but a revocation of <strong>the</strong> license, charter or franchise.<br />

The Company’s Compliance Program, <strong>the</strong> implementation of which is overseen and<br />

coordinated by <strong>the</strong> Compliance Officer, is <strong>the</strong> primary control process <strong>for</strong> regulatory risk<br />

issues. The Compliance Officer is responsible <strong>for</strong> communicating and disseminating<br />

new rules and regulations to all concerned units, analyzing and addressing compliance<br />

issues, and reporting compliance findings to <strong>the</strong> Management Committee, Executive<br />

Committee or <strong>the</strong> Board of Directors.<br />

I-Remit’s subsidiaries, associates, affiliates, tie-ups and agents have and maintain all<br />

licenses and permits necessary to provide remittance and money transfer services in<br />

<strong>the</strong>ir host countries. Compliance officers are appointed in each of <strong>the</strong> Company’s<br />

<strong>for</strong>eign offices whose primary responsibility is to ensure compliance with all local rules,<br />

regulations, laws, and licensing requirements.<br />

The Anti-Money Laundering Act (AMLA) of 2001 (Republic Act 9160) was passed into<br />

law on November 29, 2001 and was subsequently am<strong>ended</strong> on March 23, 2003<br />

(Republic Act 9194). The AMLA created <strong>the</strong> Anti-Money Laundering Council (AMLC)<br />

which is composed of <strong>the</strong> Governor of <strong>the</strong> Bangko Sentral ng Pilipinas (BSP) as<br />

Chairman, and <strong>the</strong> Commissioner of <strong>the</strong> Insurance Commission and <strong>the</strong> Chairman of<br />

<strong>the</strong> Securities and Exchange Commission as Members. The AMLC discharges <strong>the</strong><br />

functions enumerated in <strong>the</strong> AMLA, which basically regulates <strong>the</strong> transfer of funds via<br />

<strong>the</strong> route of covered institutions.<br />

As remittance agents are covered by <strong>the</strong> AMLA, <strong>the</strong> Bangko Sentral ng Pilipinas issued<br />

BSP Circular No. 471, Series of 2005 on January 24, 2005 that prescribed rules and<br />

regulations that govern <strong>the</strong> registration and operations of <strong>for</strong>eign exchange dealers,<br />

money changers, and remittance agents. On January 5, <strong>2011</strong>, <strong>the</strong> BSP issued BSP<br />

Circular 706 Series of <strong>2011</strong> that prescribes updated anti-money laundering rules and<br />

regulations.<br />

The Company requires its subsidiaries, associates, and agents to validate <strong>the</strong> true<br />

identity of a customer based on official or o<strong>the</strong>r reliable identifying documents or<br />

records be<strong>for</strong>e accepting a transaction. The Company is required to submit a report on<br />

“covered” transactions and “suspicious” transactions involving a single transaction in<br />

cash or o<strong>the</strong>r monetary instruments in excess of PHP 500,000 within one (1) banking<br />

day from <strong>the</strong> date of said transaction or from <strong>the</strong> date <strong>the</strong> Company gained in<strong>for</strong>mation<br />

that <strong>the</strong> transaction was done <strong>for</strong> <strong>the</strong> purpose of laundering proceeds of criminal or<br />

o<strong>the</strong>r illegal activities or from <strong>the</strong> time <strong>the</strong> Company had reasonably suspected that said<br />

transactions were entered into <strong>for</strong> <strong>the</strong> purpose of laundering proceeds of criminal and<br />

o<strong>the</strong>r illegal activities.<br />

The Company is required to establish and record <strong>the</strong> identities of its clients based on<br />

official documents. The BSP requires all registered remittance agents to maintain<br />

accurate and meaningful originator in<strong>for</strong>mation on funds transferred or remitted by<br />

requiring <strong>the</strong> sender or remitter to fill-out and sign an application <strong>for</strong>m, which shall<br />

contain minimum data and in<strong>for</strong>mation, such as <strong>the</strong> printed name and signature of <strong>the</strong><br />

remitter, permanent address, nationality, amount and currency to be remitted and<br />

source of <strong>for</strong>eign currency <strong>for</strong> individuals. For corporate or juridical entities, in addition<br />

to a signed application <strong>for</strong>m containing <strong>the</strong> applicable in<strong>for</strong>mation <strong>for</strong> individual<br />

customers, <strong>the</strong> requirement includes a photocopy of <strong>the</strong> authority and identification of<br />

<strong>the</strong> person purporting to act in behalf of <strong>the</strong> client shall be required. In addition, all<br />

records of transactions are required to be maintained and stored <strong>for</strong> five (5) <strong>year</strong>s from<br />

<strong>the</strong> date of a transaction.<br />

26


The Company has adopted <strong>the</strong> anti-money laundering/counter-terrorism financing<br />

(AML/CFT) policies and guidelines that are part of its Compliance Program. These<br />

policies and guidelines cover areas such as <strong>the</strong> customer due diligence process (“Know<br />

Your Customer” rule), large cash transactions, record-keeping, large cash and<br />

suspicious transaction reporting, and AML/CFT training of employees. These policies<br />

and guidelines are based on <strong>the</strong> Financial Action Task Force (FATF) 40<br />

Recommendations and 9 Special Recommendations, and were <strong>for</strong>mulated to ensure<br />

compliance with <strong>the</strong> requirements of <strong>the</strong> AMLA and BSP Circular 706 Series of <strong>2011</strong>.<br />

I-Remit’s <strong>for</strong>eign subsidiaries, associates, and agents are required to comply with <strong>the</strong><br />

anti-money laundering regulations of <strong>the</strong>ir host countries to ensure that funds being<br />

sent through <strong>the</strong> I-Remit <strong>for</strong>eign system are of lawful and verifiable origin. Among<br />

o<strong>the</strong>rs, remitters are required to present documents such as proofs of identification,<br />

residency, and financial origin as required by local regulations of <strong>the</strong> host countries.<br />

Remitted amounts are also subject to <strong>the</strong> prescribed transmission limits of <strong>the</strong> monetary<br />

authorities or <strong>the</strong> financial intelligence units. I-Remit’s subsidiaries, associates, and<br />

agents are registered with <strong>the</strong> various financial and central monetary authorities<br />

globally such as <strong>the</strong> Office of <strong>the</strong> Superintendent of Financial Institutions (Canada), <strong>the</strong><br />

Hong Kong Monetary Authority, <strong>the</strong> Monetary Authority, etc. I-Remit’s subsidiaries,<br />

associates, and agents are registered with and submit periodic reports, when required,<br />

to <strong>the</strong> financial intelligence units (FIUs) of <strong>the</strong>ir host countries such as <strong>the</strong> Australian<br />

Transaction <strong>Report</strong>s and Analysis Centre (AUSTRAC), Financial Transactions and<br />

<strong>Report</strong>s Analysis Centre (FINTRAC) of Canada, <strong>the</strong> Joint Financial Intelligence Unit<br />

(JFIU) in Hong Kong, Her Majesty’s Customs and Excise (United Kingdom), etc. In<br />

ensuring compliance across <strong>the</strong> different locations, I-Remit’s Foreign System is linked<br />

to <strong>the</strong> databases of <strong>the</strong> Office of Foreign Assets Control (OFAC) of <strong>the</strong> US Department<br />

of <strong>the</strong> Treasury (Specially Designated Nationals and Blocked Persons List), Office of<br />

<strong>the</strong> Superintendent of Financial Institutions (OSFI) of Canada (Consolidated List of<br />

Names Subject to <strong>the</strong> Regulations Establishing a List of Entities Made Under<br />

Subsection 83.05[1] of <strong>the</strong> Criminal Code or <strong>the</strong> Regulations Implementing <strong>the</strong> United<br />

Nations Resolutions on <strong>the</strong> Suppression of Terrorism or <strong>the</strong> United Nations Al-Qaida<br />

and Taliban Regulations), European Union (EU) (Consolidated List of Persons, Groups<br />

and Entities Subject to EU Financial Sanctions), and United Nations Security Council<br />

Consolidated List Established and Maintained by <strong>the</strong> 1267 Committee with respect to Al<br />

Qaida, and <strong>the</strong> Taliban, and o<strong>the</strong>r individuals, groups, undertakings and entities<br />

associated with <strong>the</strong>m to filter specially-designated nationals and blocked individuals.<br />

Regulatory risk also includes <strong>the</strong> strict monitoring or <strong>the</strong> limitation on <strong>the</strong> entry of <strong>for</strong>eign<br />

workers entering specific countries by <strong>the</strong>ir respective governments. Governments of<br />

some concerned nations have implemented strict monitoring measures on <strong>the</strong> number<br />

and types of <strong>for</strong>eign workers entering <strong>the</strong>ir respective countries because some of <strong>the</strong>ir<br />

citizens have incessantly blamed <strong>the</strong>ir inability to obtain jobs on <strong>the</strong> increasing<br />

competition from <strong>for</strong>eign migrant workers. By nature, <strong>the</strong> Philippine remittance industry<br />

relies heavily on <strong>the</strong> number of OFWs residing or working abroad, and sending money<br />

to <strong>the</strong> Philippines. Any decline in <strong>the</strong> growth of OFW deployment as a result of<br />

regulations or restrictions imposed by host countries may hamper <strong>the</strong> overall growth of<br />

<strong>the</strong> remittance industry.<br />

Legal risk refers to <strong>the</strong> uncertainty of <strong>the</strong> en<strong>for</strong>ceability of <strong>the</strong> obligations of <strong>the</strong><br />

Company’s business partners, agents, tie-ups, and suppliers. Changes in law and<br />

regulations could adversely affect <strong>the</strong> Company. Legal risk is higher in new areas of<br />

business where <strong>the</strong> law is often untested by <strong>the</strong> courts. The Company seeks to<br />

minimize its legal risks by using stringent legal documentation, employing procedures<br />

designed to ensure that transactions are properly authorized, and by constantly<br />

consulting its external legal counsels locally and in <strong>the</strong> countries it operates in.<br />

27


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

changing customer preferences, <strong>the</strong> introduction of new products and services, and <strong>the</strong><br />

emergence of new standards. The Company realizes <strong>the</strong> potential losses arising from<br />

<strong>the</strong> breakdown or malfunction of computer systems as well as from <strong>the</strong> misuse of its<br />

infrastructure and networks. The Company gives importance to computer security and<br />

has a comprehensive in<strong>for</strong>mation technology security policy. The Company defines<br />

and maintains in<strong>for</strong>mation security policies that follow industry standards, such as <strong>the</strong><br />

use of firewalls, secure socket layer (SSL) encryption, anti-virus measures, and userdefined<br />

access controls. The Company’s major application systems have multiple<br />

security features to protect <strong>the</strong> integrity of applications and data.<br />

Access to I-Remit’s Foreign System via <strong>the</strong> Internet has several security restrictions<br />

including firewalls, secure socket layers using 128-bit encryption, digital certificates and<br />

password identification. All remittance transactions are encrypted with hash totals / test<br />

keys to ensure au<strong>the</strong>nticity of transaction details. “Check and balance control” is<br />

implemented across <strong>the</strong> procedure cycle from <strong>for</strong>eign offices, associates, and agents to<br />

<strong>the</strong> I-Remit office in Manila.<br />

Most of <strong>the</strong> in<strong>for</strong>mation technology assets including critical servers are located in a<br />

centralized data center at <strong>the</strong> Company’s headquarters, which are subject to<br />

appropriate physical and logical access controls. Likewise, <strong>the</strong> systems are designed<br />

to be redundant to ensure continuity of business operations in <strong>the</strong> event of un<strong>for</strong>eseen<br />

events or disasters. The system also has parallel servers concurrently operating and<br />

connected to different ISP providers to ensure non-disruption of its operations.<br />

O<strong>the</strong>r In<strong>for</strong>mation<br />

No bankruptcy, receivership or similar proceedings have been instituted against <strong>the</strong><br />

Company and its subsidiaries, affiliates or associates. Fur<strong>the</strong>rmore, no material<br />

reclassification, merger, consolidation, or purchase or sale of a significant amount of<br />

assets not in <strong>the</strong> ordinary course of business has taken place.<br />

28


Item 2. Properties<br />

(B) Description of Property<br />

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

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

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

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

Corporate Plaza, a condominium office building located at 22 F. Ortigas Jr. Road (<strong>for</strong>merly Emerald<br />

Avenue), Ortigas Center, Pasig City.<br />

I-Remit and Oakridge Properties, Inc. are related to each o<strong>the</strong>r by virtue of JTKC Equities’ ownership<br />

of <strong>the</strong> Discovery Leisure Company, Inc. which in turn owns Oakridge Properties, Inc. JTKC Equities,<br />

Inc. is one of <strong>the</strong> Company’s major shareholders.<br />

The lease on <strong>the</strong> unit at <strong>the</strong> 25 th floor of <strong>the</strong> Discovery Centre (Unit 2503), consisting of an area of<br />

199.70 square meters, is covered by an operating lease agreement which was ext<strong>ended</strong> <strong>for</strong> a term of<br />

six (6) months, commencing on February 1, 2012 and ending on August <strong>31</strong>, 2012, with a 10 percent<br />

escalation on <strong>the</strong> aggregate current monthly rental on <strong>the</strong> 13 th month of <strong>the</strong> lease term. The lease may<br />

be renewed under terms and conditions mutually agreed upon by <strong>the</strong> parties 90 days prior to <strong>the</strong><br />

expiration of <strong>the</strong> contract of lease. At <strong>the</strong> start of <strong>the</strong> lease, <strong>for</strong> <strong>the</strong> use and occupancy of <strong>the</strong><br />

premises, <strong>the</strong> Company paid Oakridge Properties, Inc. <strong>the</strong> amount of PHP 658.85 per square meter<br />

every month or its equivalent monthly rental of PHP1<strong>31</strong>,572.35.<br />

The lease on <strong>the</strong> unit at <strong>the</strong> 26 th floor of <strong>the</strong> Discovery Centre (Unit 2603), consisting of an area of<br />

199.70 square meters, is covered by an operating lease agreement with a term of two (2) <strong>year</strong>s,<br />

commencing on <strong>December</strong> 1, <strong>2011</strong> and ending on November 30, 2013, with a 10 percent escalation<br />

on <strong>the</strong> aggregate current monthly rental on <strong>the</strong> 13 th month of <strong>the</strong> lease term. The lease may be<br />

renewed under terms and conditions mutually agreed upon by <strong>the</strong> parties 90 days prior to <strong>the</strong><br />

expiration of <strong>the</strong> contract of lease. I-Remit, as lessee, pays Oakridge Properties, Inc. every month <strong>the</strong><br />

amount of PHP798.60 per square meter or its equivalent monthly rental of PHP159,480.42.<br />

The lease on <strong>the</strong> units at <strong>the</strong> 26 th floor of <strong>the</strong> Discovery Centre (Units 2604 and 2605) with an<br />

aggregate useable floor area of 278.00 square meters and 273.80 square meters, is covered by an<br />

operating lease agreement with a term of two (2) <strong>year</strong>s, commencing on <strong>December</strong> 1, <strong>2011</strong> and<br />

expiring on November 30, 2013, with a 10 percent escalation on <strong>the</strong> aggregate current monthly rental<br />

on <strong>the</strong> 13 th month of <strong>the</strong> lease term. The lease may be renewed under terms and conditions mutually<br />

agreed upon by <strong>the</strong> parties 90 days prior to <strong>the</strong> expiration of <strong>the</strong> contract of lease. At <strong>the</strong> start of <strong>the</strong><br />

lease, I-Remit, as lessee, paid Oakridge Properties, Inc. every month <strong>the</strong> amount of PHP827.21 per<br />

square meter or its equivalent monthly rental of PHP456,454.48.<br />

The lease on <strong>the</strong> unit at <strong>the</strong> 27 th floor of <strong>the</strong> Discovery Centre (Unit 2703) with an aggregate useable<br />

floor area of 199.70 square meters, is covered by an operating lease agreement with a term of two (2)<br />

<strong>year</strong>s, which commenced on February 1, <strong>2011</strong> and expires on January <strong>31</strong>, 2013, with an escalation<br />

rate of 10 percent on <strong>the</strong> 13 th month of <strong>the</strong> lease term. The lease may be renewed under terms and<br />

conditions mutually agreed upon by <strong>the</strong> parties 90 days prior to <strong>the</strong> expiration of <strong>the</strong> contract of lease.<br />

At <strong>the</strong> start of <strong>the</strong> lease, I-Remit, as lessee, paid Oakridge Properties, Inc. every month <strong>the</strong> amount of<br />

PHP671.00 per square meter or its equivalent monthly rental of PHP133,998.70.<br />

The above monthly rentals with respect to <strong>the</strong> lease contracts with Oakridge Properties, Inc. exclude<br />

charges <strong>for</strong> air-conditioning and electricity or generator set during brown-out, water, and o<strong>the</strong>r charges<br />

such as association dues, parking fees, overtime pay of janitors and technicians which are borne by<br />

I-Remit.<br />

The lease on <strong>the</strong> unit at <strong>the</strong> 8 th floor of <strong>the</strong> Wynsum Corporate Plaza with an aggregate useable floor<br />

area of 287 square meters and five (5) parking spaces, are covered by an operating lease agreement<br />

with a term of two (2) <strong>year</strong>s, commencing on September 1, 2010 and expiring on August <strong>31</strong>, 2012.<br />

The lease may be renewed under terms and conditions mutually agreed upon by <strong>the</strong> parties 90 days<br />

prior to <strong>the</strong> expiration of <strong>the</strong> contract of lease. I-Remit, as lessee, paid Wynsum Realty Developer,<br />

Inc. <strong>the</strong> rent on <strong>the</strong> condominium unit in <strong>the</strong> amount of PHP550.00 per square meter or its equivalent<br />

of PHP 157,850.00 every month and on <strong>the</strong> five (5) parking spaces in <strong>the</strong> amount of PHP<strong>17</strong>,500.00<br />

every month, both not subject to escalation.<br />

The above monthly rentals with respect to <strong>the</strong> lease contract with Wynsum Realty Developer, Inc.<br />

exclude charges <strong>for</strong> air-conditioning, electricity, gas, telephone and o<strong>the</strong>r charges such as association<br />

dues, which are borne by I-Remit.<br />

29


Current Rent<br />

per Month<br />

Contract Period<br />

exclusive of Term<br />

Unit & Location Address Area (sqm) VAT (PHP) (<strong>year</strong>s) Start End<br />

Unit 2503, 25/F 25 ADB Avenue, Ortigas 199.70 1<strong>31</strong>,572.35 6 months Feb. 1, Aug. <strong>31</strong>,<br />

Discovery Centre Center, Pasig City<br />

extension 2012 2012<br />

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

Discovery Centre Center, Pasig City<br />

<strong>2011</strong> 2013<br />

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

26/F Discovery<br />

Centre<br />

Center, Pasig City<br />

<strong>2011</strong> 2013<br />

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

Discovery Centre Center, Pasig City<br />

<strong>2011</strong> 2013<br />

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

Corporate Plaza Ortigas Center, Pasig<br />

City<br />

2010 2012<br />

Five (5) parking 22 F. Ortigas Jr. Road, --- <strong>17</strong>,500.00 2 Sep. 1, Aug. <strong>31</strong>,<br />

spaces, Wynsum Ortigas Center, Pasig<br />

2010 2012<br />

Corporate Plaza City<br />

Rent expense pertaining to <strong>the</strong> above leased office spaces by <strong>the</strong> Parent Company, from Oakridge<br />

Properties and Wynsum Realty amounted to PHP12.06 million in <strong>2011</strong>, PHP11.01 million in 2010, and<br />

PHP10.55 million in 2009.<br />

I-Remit has office sharing arrangements with Surewell Equities (Singapore) Pte. Ltd. in Singapore.<br />

Mr. Bansan C. Choa, Chairman and Chief Executive Officer of I-Remit, is also a shareholder in both<br />

companies.<br />

I-Remit’s subsidiaries have <strong>the</strong>ir respective operating lease agreements <strong>for</strong> <strong>the</strong>ir office spaces. The<br />

lease contracts are <strong>for</strong> periods ranging from 1 to 10 <strong>year</strong>s and may be renewed under <strong>the</strong> terms and<br />

conditions mutually agreed upon by <strong>the</strong> subsidiaries and <strong>the</strong> lessors.<br />

The Group’s rent expense includes operating lease agreements entered into by <strong>the</strong> subsidiaries <strong>for</strong><br />

<strong>the</strong> use of its office spaces. Rent expense of <strong>the</strong> Group amounted to PHP 56.52, PHP 50.38, and<br />

PHP39.33 million in <strong>2011</strong>, 2010, and 2009, respectively.<br />

The Group does not expect any purchase of significant properties in <strong>the</strong> next twelve (12) months.<br />

30


Item 3. Legal Proceedings<br />

(C) Legal Proceedings<br />

The Parent Company is not involved in nor are any of its properties subject to, any material legal<br />

proceeding that could potentially affect its operations and financial capabilities.<br />

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

Except <strong>for</strong> matters taken up during <strong>the</strong> annual meeting of stockholders, <strong>the</strong>re were no matters<br />

submitted to a vote of security holders during <strong>the</strong> period covered by this report.<br />

<strong>31</strong>


PART II. OPERATIONAL AND FINANCIAL INFORMATION<br />

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

(A) Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters<br />

(1) Market In<strong>for</strong>mation<br />

The common shares of <strong>the</strong> Parent Company are traded in <strong>the</strong> Philippine Stock Exchange<br />

(PSE).<br />

Quarter end stock price ranges <strong>for</strong> 2009 were as follows:<br />

Quarter Ending Date High Low Close<br />

Mar. <strong>31</strong>, 2009 PHP 4.80 PHP 3.70 PHP 4.45<br />

Jun. 30, 2009 PHP 4.65 PHP 4.00 PHP 4.10<br />

Sep. 30, 2009 PHP 4.60 PHP 3.85 PHP 4.00<br />

Dec. <strong>31</strong>, 2009 PHP 7.00 PHP 3.70 PHP 6.10<br />

Quarter end stock price ranges <strong>for</strong> 2010 were as follows:<br />

Quarter Ending Date High Low Close<br />

Mar. <strong>31</strong>, 2010 PHP 6.20 PHP 4.70 PHP 4.85<br />

Jun. 30, 2010 PHP 5.00 PHP 4.25 PHP 4.40<br />

Sep. 30, 2010 PHP 4.85 PHP 3.44 PHP 4.00<br />

Dec. <strong>31</strong>, 2010 PHP 4.08 PHP 3.20 PHP 3.34<br />

Quarter end stock price ranges <strong>for</strong> <strong>2011</strong> were as follows:<br />

Quarter Ending Date High Low Close<br />

Mar. <strong>31</strong>, <strong>2011</strong> PHP 3.67 PHP 3.00 PHP 3.10<br />

Jun. 30, <strong>2011</strong> PHP 3.26 PHP 2.80 PHP 3.00<br />

Sep. 30, <strong>2011</strong> PHP 3.26 PHP 1.91 PHP 2.25<br />

Dec. <strong>31</strong>, <strong>2011</strong> PHP 2.50 PHP 2.00 PHP 2.45<br />

The closing price of <strong>the</strong> Company’s common shares as of <strong>the</strong> latest practicable trading date,<br />

i.e., April 12, 2012, is PHP 2.47 per share.<br />

32


(2) Holders<br />

There were eighteen (18) common shareholders of record as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>.<br />

Common shares amounted to 6<strong>17</strong>,725,800* as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>.<br />

* Inclusive of 14,873,000 common shares purchased by <strong>the</strong> Company under its stock buy-back<br />

program.<br />

The top twenty (20) common shareholders as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, <strong>the</strong> number of shares<br />

held and <strong>the</strong> percentage of total shares held by each are as follows:<br />

Name Citizenship Total Shares<br />

Percentage<br />

(%)<br />

1 PCD Nominee Corporation - Filipino Filipino * 240,775,288 38.9777<br />

2 Star Equities Inc. Filipino <strong>17</strong>4,260,047 28.2099<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 Global 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, Nieves Q. &/or Charis Honeylet Q. Lim Filipino 10,000 0.0016<br />

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

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

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

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

13 Simon, Dwight David M. and/or Corrine Jewel R. Simon 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 />

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

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

Total ** 6<strong>17</strong>,725,800 100.0000<br />

* Inclusive of 68,839,952 lodged common shares held by JTKC Equities, Inc., thus, its total<br />

shareholdings is 116,611,247 representing 18.8775% ownership.<br />

** Inclusive of 14,873,000 common shares purchased by <strong>the</strong> Company under its stock buy-back<br />

program.<br />

33


There were eighteen (18) common shareholders of record as of March <strong>31</strong>, 2012. Common<br />

shares amounted to 6<strong>17</strong>,725,800* as of March <strong>31</strong>, 2012.<br />

* Inclusive of 14,873,000 common shares purchased by <strong>the</strong> Company under its stock buy-back<br />

program.<br />

The top twenty (20) common shareholders as of March <strong>31</strong>, 2012, <strong>the</strong> number of shares held<br />

and <strong>the</strong> percentage of total shares held by each are as follows:<br />

Name Citizenship Total Shares<br />

Percentage<br />

(%)<br />

1 PCD Nominee Corporation - Filipino Filipino * 240,773,588 38.9774<br />

2 Star Equities Inc. Filipino <strong>17</strong>4,260,047 28.2099<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 Global 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, Nieves Q. &/or Charis Honeylet Q. Lim Filipino 10,000 0.0016<br />

9 GTS Insurance Brokers Inc. Filipino 5,500 0.0009<br />

10 Cruz, Napoleon D. Sr. and/or Luisa I. Cruz Filipino 3,300 0.0005<br />

11 Soriano, Victor Martin J. Filipino 2,200 0.0004<br />

12 Ona, Edgardo V. Filipino 2,200 0.0004<br />

13 Simon, Dwight David M. and/or Corrine Jewel R. Simon Filipino 2,200 0.0002<br />

14 Olayres, Norberto F. and/or Olayres, Felisa J. Filipino 1,100 0.0002<br />

15 Hapi Iloilo Corporation Filipino 1,100 0.0002<br />

16 M. J. Soriano Trading, inc. Filipino 1,100 0.0002<br />

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

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

Total ** 6<strong>17</strong>,725,800 100.0000<br />

(3) Dividends<br />

* Inclusive of 68,839,952 lodged common shares held by JTKC Equities, Inc., thus, its total<br />

shareholdings is 116,611,247 representing 18.8775% ownership.<br />

** Inclusive of 14,873,000 common shares purchased by <strong>the</strong> Company under its stock buy-back<br />

program.<br />

The Company’s Board of Directors is authorized to declare dividends. Pursuant to Sections 43<br />

and 143 of <strong>the</strong> Corporation Code of <strong>the</strong> Philippines, Section 5 of <strong>the</strong> Securities Regulation<br />

Code, and SEC Memorandum Circular No. 11, Series of 2008 (Guidelines on <strong>the</strong><br />

Determination of Retained Earnings Available <strong>for</strong> Dividend Declaration), dividends may be<br />

declared and paid out of <strong>the</strong> unrestricted retained earnings which shall be payable in cash,<br />

property, or stock to all stockholders on <strong>the</strong> basis of outstanding stock held by <strong>the</strong>m, as often<br />

and at such time as <strong>the</strong> Board of Directors may determine and in accordance with law and<br />

applicable rules and regulations. Cash and property dividend declarations do not require any<br />

fur<strong>the</strong>r approval from <strong>the</strong> Company’s shareholders. Any stock dividend declaration requires<br />

<strong>the</strong> approval of shareholders holding at least two-thirds of <strong>the</strong> Company’s total outstanding<br />

capital stock.<br />

Pursuant to existing Philippine regulations, cash dividends declared by <strong>the</strong> Company must<br />

have a record date of not less than ten (10) days or more than thirty (30) days from <strong>the</strong> date<br />

<strong>the</strong> cash dividends are declared.<br />

34


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

than thirty (30) days from <strong>the</strong> shareholders’ approval, provided however, that <strong>the</strong> set record<br />

date is not to be less than ten (10) training days from receipt of <strong>the</strong> Philippine Stock Exchange<br />

of <strong>the</strong> notice of declaration of stock dividend. If no record date is set, under <strong>the</strong> Securities and<br />

Exchange Commission rules, <strong>the</strong> record date will be deemed fixed at fifteen (15) days from <strong>the</strong><br />

date of stock dividend declaration. In <strong>the</strong> event that a stock dividend is declared in connection<br />

with an increase in authorized capital stock, <strong>the</strong> corresponding record date is to be fixed by <strong>the</strong><br />

Securities and Exchange Commission.<br />

The Board of Directors of <strong>the</strong> Company declared stock dividends worth PHP 43,000,000.00 to<br />

its shareholders on July 20, 2007, which declaration was subsequently ratified and confirmed<br />

by <strong>the</strong> Company’s shareholders during <strong>the</strong>ir annual meeting held on <strong>the</strong> same day,<br />

immediately after <strong>the</strong> Board meeting. The Record Date was set on August 19, 2007, thirty (30)<br />

days from <strong>the</strong> date of approval of <strong>the</strong> Company’s shareholders.<br />

With <strong>the</strong> listing of <strong>the</strong> Company’s shares in <strong>the</strong> Philippine Stock Exchange, <strong>the</strong> Company<br />

intends to maintain an annual dividend payment ratio <strong>for</strong> its shares of up to 20 percent of its<br />

consolidated net income from <strong>the</strong> preceding fiscal <strong>year</strong>, subject to <strong>the</strong> requirements of<br />

applicable laws and regulations and <strong>the</strong> absence of circumstances which may restrict <strong>the</strong><br />

payment of dividends. Circumstances which may restrict <strong>the</strong> payment of dividends include, but<br />

are not limited to, situations when <strong>the</strong> Company undertakes major projects and developments<br />

requiring substantial cash expenditures or when it is restricted from paying dividends by its<br />

loan covenants. The Company’s Board, may, at any time, modify such dividend payout ratio<br />

depending upon <strong>the</strong> results of operations and future projects and plans of <strong>the</strong> Company.<br />

On April 25, 2008, <strong>the</strong> Board of Directors of <strong>the</strong> Parent Company declared cash dividends<br />

amounting to PHP 21.99 million or PHP 0.0391 per share, payable to shareholders-of-record<br />

as of May 15, 2008, which declaration was subsequently ratified and confirmed by <strong>the</strong> Parent<br />

Company’ shareholders during <strong>the</strong>ir annual meeting held on July <strong>31</strong>, 2008. The payment of<br />

dividends was made on June 10, 2008.<br />

On March 20, 2009, <strong>the</strong> Board of Directors of <strong>the</strong> Parent Company declared cash dividends<br />

amounting to PHP 26 million, representing 20 percent of <strong>the</strong> Company’s consolidated net<br />

income <strong>for</strong> <strong>the</strong> period <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2008 or PHP 0.0471 per share, payable to<br />

shareholders-of-record as of April 7, 2009. The payment of dividends will be on a date on or<br />

be<strong>for</strong>e May 6, 2009.<br />

On March 19, 2010, <strong>the</strong> Board of Directors of <strong>the</strong> Parent Company declared cash dividends<br />

amounting to PHP 26,603,532, representing 20 percent of <strong>the</strong> Company’s consolidated net<br />

income <strong>for</strong> <strong>the</strong> period <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2009 or PHP 0.0481 per share, payable to<br />

shareholders-of-record as of April 8, 2010. The payment of dividends will be on a date on or<br />

be<strong>for</strong>e May 5, 2010.<br />

On June <strong>17</strong>, <strong>2011</strong>, <strong>the</strong> Company’s Board of Directors authorized <strong>the</strong> declaration of Fifty-Five<br />

Million, Three Hundred Eight Thousand, Eight Hundred (55,308,800) common shares stock<br />

dividend, with a par value of one peso (PHP 1.00) per share, out of <strong>the</strong> unrestricted retained<br />

earnings of <strong>the</strong> Company as of <strong>December</strong> <strong>31</strong>, 2010. The stock dividend, which is equivalent to<br />

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

capital stock. Pursuant to <strong>the</strong> provisions of <strong>the</strong> Corporation Code, <strong>the</strong> a<strong>for</strong>ementioned stock<br />

dividend declaration was submitted <strong>for</strong> stockholders’ approval during <strong>the</strong>ir annual meeting on<br />

July 29, <strong>2011</strong>. On September 6, <strong>2011</strong>, <strong>the</strong> PSE approved <strong>the</strong> listing of additional 55,308,800<br />

common shares to cover said stock dividend declaration. On September 08, <strong>2011</strong>, <strong>the</strong> stock<br />

dividend was paid to all of <strong>the</strong> Company’s stockholders of record as of August 15, <strong>2011</strong>.<br />

O<strong>the</strong>r than statutory limitations, <strong>the</strong>re are no restrictions that prevent <strong>the</strong> Parent Company from<br />

paying dividends on common equity.<br />

35


(4) Recent Sales of Unregistered or Exempt Securities, Including Recent Issuances of Securities<br />

Constituting an Exempt Transaction<br />

On August 21, 2007, <strong>the</strong> Company distributed stock dividends worth PHP 43,000,000.00 to <strong>the</strong><br />

stockholders of record as of August 19, 2007.<br />

The stock dividend declaration was approved by <strong>the</strong> Company’s Board of Directors on July 20,<br />

2007 and was subsequently approved and ratified by <strong>the</strong> stockholders owning at least twothirds<br />

(2/3) of <strong>the</strong> total outstanding capital stock of <strong>the</strong> Company on <strong>the</strong> same date of July 20,<br />

2007 during <strong>the</strong> annual stockholders’ meeting. The issuance of <strong>the</strong> shares as stock dividend<br />

was exempt from <strong>the</strong> Securities Regulation Code (SRC) registration requirements pursuant to<br />

Section 10.1 (d). The shares were issued at <strong>the</strong> original par value of one hundred pesos (PHP<br />

100.00) per share.<br />

Thereafter, with <strong>the</strong> approval of <strong>the</strong> Securities and Exchange Commission (“SEC”) on August<br />

22, 2007 of <strong>the</strong> Company’s application to increase its authorized capital stock to one billion<br />

pesos (PHP 1,000,000,000.00) and to reduce its par value per share to one peso (P1.00), <strong>the</strong><br />

Company, on August 23, 2007, issued a total of two hundred ninety seven million<br />

(297,000,000) common shares at <strong>the</strong> reduced par value of one peso (PHP 1.00) out of <strong>the</strong><br />

increase in <strong>the</strong> Company’s authorized capital stock to <strong>the</strong> following: (1) JPSA Global Services<br />

Company; (2) JTKC Equities, Inc.; (3) Star Equities Inc.; (4) Surewell Equities, Inc.<br />

Since no expense was incurred, or no commission, compensation or remuneration was paid or<br />

given in connection with <strong>the</strong> issuance of <strong>the</strong> shares, <strong>the</strong> same was exempt from <strong>the</strong> SRC<br />

registration requirements pursuant to Section 10.1 (i).<br />

Subsequent to <strong>the</strong> increase in authorized capital stock, <strong>the</strong> Company issued a total of<br />

15,000,000 shares out of its unissued and authorized capital stock on September 20, 2007 to<br />

its Directors, key Officers, Employees, Consultants and Resource Persons under <strong>the</strong> Special<br />

Stock Purchase Plan (“SSPP”).<br />

The <strong>for</strong>egoing issuance of <strong>the</strong> 15,000,000 new shares under <strong>the</strong> SSPP was <strong>the</strong> subject of an<br />

application <strong>for</strong> exemption from registration of <strong>the</strong> shares under Section 10.2 of <strong>the</strong> SRC, which<br />

application was granted by <strong>the</strong> SEC on September 13, 2007. Notwithstanding <strong>the</strong> a<strong>for</strong>esaid<br />

confirmation by <strong>the</strong> Commission of <strong>the</strong> exempt status of <strong>the</strong> SSPP shares, <strong>the</strong> Commission<br />

none<strong>the</strong>less required <strong>the</strong> Corporation to include <strong>the</strong> SSPP shares among <strong>the</strong> shares of I-Remit<br />

which were registered with <strong>the</strong> Commission prior to <strong>the</strong> conduct of its Initial Public Offering in<br />

October 2007. The registration of <strong>the</strong> I-Remit shares, toge<strong>the</strong>r with <strong>the</strong> SSPP shares, was<br />

rendered effective on 5 October 2007. All 15,000,000 shares were subscribed and purchased.<br />

The shares subject of <strong>the</strong> SSPP were sold at par value or PHP1.00 per share. Total share<br />

purchases amounting to PHP11.74 million were paid in full, while <strong>the</strong> difference totaling<br />

PHP3.26 million were paid by way of salary loan. Shares acquired through <strong>the</strong> SSPP are<br />

subject to a lock-up period of two (2) <strong>year</strong>s from <strong>the</strong> date of issue which <strong>ended</strong> on September<br />

19, 2009. No underwriter was engaged in connection with <strong>the</strong> <strong>for</strong>egoing share issuance.<br />

The sale is fur<strong>the</strong>r subject to <strong>the</strong> condition that should <strong>the</strong> officer or employee resign from <strong>the</strong><br />

Parent Company prior to <strong>the</strong> expiration of <strong>the</strong> lock-up period, <strong>the</strong> share purchased by such<br />

resigning employee or officer shall be purchased at cost by <strong>the</strong> Parent Company’s Retirement<br />

Fund <strong>for</strong> <strong>the</strong> benefit of <strong>the</strong> Parent Company’s retiring employees or officers. As of <strong>December</strong><br />

<strong>31</strong>, 2009, twenty-two (22) employees had resigned (seven in 2009, thirteen in 2008 and two in<br />

2007) and <strong>the</strong>ir shares totaling to 808,100 (130,900 in 2009; 548,500 in 2008; and, 128,700 in<br />

2007) were bought back by <strong>the</strong> Parent Company on behalf of <strong>the</strong> Retirement Fund. The total<br />

cost of <strong>the</strong> shares acquired amounting to PHP808,100 was recognized as treasury stock.<br />

With <strong>the</strong> establishment of <strong>the</strong> I-Remit, Inc. Retirement Fund and after <strong>the</strong> expiration of <strong>the</strong> lock<br />

up period on September 19, 2009, <strong>the</strong> Company transferred to <strong>the</strong> Retirement Fund on<br />

September 24, 2009 <strong>the</strong> 808,100 shares it has bought back from its resigned employees and<br />

officers upon reimbursement of <strong>the</strong> advances made by <strong>the</strong> Company in acquiring such shares<br />

on behalf of <strong>the</strong> Retirement Fund. With this transfer, <strong>the</strong> Company’s outstanding capital stock<br />

stood at 553,088,000 shares from 552,279,900 shares.<br />

Except <strong>for</strong> <strong>the</strong> above issuances, <strong>the</strong> Company has not issued or sold new shares within <strong>the</strong><br />

past three (3) <strong>year</strong>s which were not registered pursuant to <strong>the</strong> requirements of <strong>the</strong> Securities<br />

Regulation Code (“SRC”).<br />

36


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

(A) Management’s Discussion and Analysis (MD&A) or Plan of Operation<br />

(1) Plan of Operation<br />

The Company’s strategy is focused on creating a global brand <strong>for</strong> I-Remit by: (i) identifying<br />

and tapping a wider customer base and (ii) maintaining its status as <strong>the</strong> leading and preferred<br />

choice of OFWs <strong>for</strong> <strong>the</strong>ir remittance requirements. The Company will still continue to introduce<br />

alternative delivery channels and find ways to fur<strong>the</strong>r improve <strong>the</strong> speed and reliability of<br />

deliveries, develop a wider delivery network, and <strong>for</strong>ge strategic alliances with various banks.<br />

The key elements of <strong>the</strong> Company’s strategy is as follows:<br />

Utilize technological advances in increasing value <strong>for</strong> money of products and<br />

services;<br />

Implement product prioritization and differentiation;<br />

Increase strategic alliances with banks with limited or no remittance business; and<br />

Increase partnerships with various establishments to act as pay stations.<br />

The Company’s general expansion plans in 2012 include <strong>the</strong> opening of new and/or additional<br />

offices or <strong>the</strong> engagement of new tie-ups and partners in Ireland, Macau, Germany, <strong>the</strong><br />

Ne<strong>the</strong>rlands, Saudi Arabia and Kuwait.<br />

37


(2) Management’s Discussion and Analysis<br />

<strong>2011</strong> compared to 2010<br />

I-Remit realized a consolidated net income of PHP 136.1 million in <strong>2011</strong>, an increase of PHP<br />

70.1 million or 106.4% over <strong>the</strong> consolidated net income of PHP 65.9 million in 2010. The<br />

consolidated net income in <strong>2011</strong> and 2010 are <strong>17</strong>.3% and 8.7% of <strong>the</strong> <strong>2011</strong> and 2010<br />

revenue, respectively.<br />

Revenues increased by 3.4% or PHP 26.1 million from PHP 761.8 million in 2010 to PHP<br />

787.9 million in <strong>2011</strong> mainly due to <strong>the</strong> increase in realized <strong>for</strong>eign exchange gains. Foreign<br />

exchange gains increased by 4.6% or PHP 12.1 million from PHP 262.1 million in 2010 to<br />

PHP 274.2 million in <strong>2011</strong>. The Company’s revenue from delivery fees grew by 2.9% or PHP<br />

14.5 million from PHP 498.7 million in 2010 to PHP 513.3 million in <strong>2011</strong> largely because of<br />

<strong>the</strong> appreciation of <strong>the</strong> Philippine peso against <strong>the</strong> 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 2010<br />

against PHP 43.<strong>31</strong> in <strong>2011</strong>, a gain of 4.0% or PHP 1.80 per dollar. In <strong>December</strong> <strong>2011</strong>, <strong>the</strong><br />

average peso-dollar exchange rate was PHP 43.65 per dollar. The value of transactions grew<br />

by 16.7% or USD 202.3 million from USD 1.213 billion in 2010 to USD 1.415 billion in <strong>2011</strong>.<br />

The number of transactions processed by <strong>the</strong> Company grew by only 2% from 2.737 million in<br />

2010 to 2.794 million in <strong>2011</strong>. O<strong>the</strong>r fees decreased by 60.69% or PHP 0.5 million from PHP<br />

0.9 million in 2010 to PHP 0.4 million in <strong>2011</strong> due to lesser number of amendments and<br />

retrievals recorded in <strong>2011</strong>.<br />

Costs of services decreased by 2.3% or PHP 4.7 million from PHP 204.1 million in 2010 to<br />

PHP 199.4 million in <strong>2011</strong>. Total costs of services in <strong>2011</strong> and 2010 are 25.3% and 26.8% of<br />

<strong>the</strong> <strong>2011</strong> and 2010 revenue, respectively. These are mainly due to <strong>the</strong> decrease in delivery<br />

charges by 49.8% or PHP 14.9 million from PHP 29.9 million in 2010 to PHP 15.0 million in<br />

<strong>2011</strong> brought about by <strong>the</strong> huge reduction in door-to-door transactions in <strong>2011</strong>. These are<br />

partly offset by <strong>the</strong> increase in <strong>the</strong> cost of fulfilling delivery of remittances to beneficiaries<br />

mostly in <strong>the</strong> <strong>for</strong>m of bank charges by 5.8% or PHP 10.2 million from PHP <strong>17</strong>4.2 million in<br />

2010 to PHP 184.4 million in <strong>2011</strong>.<br />

O<strong>the</strong>r operating income (loss)-net increased by 56.9% or PHP 9.7 million from PHP <strong>17</strong>.0<br />

million in 2010 to PHP 26.8 million in <strong>2011</strong>. Total o<strong>the</strong>r operating income (loss)-net in <strong>2011</strong><br />

and 2010 are 3.40% and 2.24% of <strong>the</strong> <strong>2011</strong> and 2010 revenue, respectively. These are<br />

mainly due to <strong>the</strong> PHP 21.7 million refund of GST previously paid by International Remittance<br />

(Canada) Limited (IRCL) and Worldwide Exchange Pty Ltd (WEPL) to <strong>the</strong> government of<br />

Canada and Australia, respectively. Both entities are exempt from paying GST. These are<br />

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

million in 2010 to –PHP 3.1 million in <strong>2011</strong> due to unrealized capital loss accrued from<br />

investment on stocks by Power Star Asia Group Limited (PSAGL). PSAGL invested on stocks<br />

at an average cost of 126.90 marked at 126.30 as of <strong>the</strong> close of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>.<br />

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

2010 to PHP 447.3 million in <strong>2011</strong>. Total o<strong>the</strong>r operating expenses in <strong>2011</strong> and 2010 are<br />

56.8% and 57.2% of <strong>the</strong> <strong>2011</strong> and 2010 revenue, respectively. These are mainly on account<br />

of higher rental, salaries, wages and employee benefits, photocopying and supplies,<br />

entertainment, amusement and recreation, communication, light and water and o<strong>the</strong>r<br />

operating expenses. The increase in <strong>the</strong>se expense items are related mainly to <strong>the</strong><br />

Company’s expansion as it opened new offices in Canada, Italy and Japan. Rental expenses<br />

increased by 15.4% from PHP 46.4 million in 2010 to PHP 53.5 million in <strong>2011</strong> due to <strong>the</strong><br />

<strong>year</strong>ly escalation applied by lessors on rented office premises. Salaries, wages and employee<br />

benefits expenses increased by 2.4% from PHP 208.5 million in 2010 to PHP 213.5 million in<br />

<strong>2011</strong>. Photocopying and supplies expenses increased by 24.7% from PHP11.7 million in 2010<br />

to PHP 14.6 in <strong>2011</strong> due to higher production of visa cards and kits in <strong>2011</strong>. Entertainment,<br />

amusement and recreation expenses increased by 56.6% from PHP 3.8 million in 2010 to<br />

PHP 6.0 million in <strong>2011</strong> mainly due to <strong>the</strong> development of offices/tie-ups in Japan, Kuwait,<br />

Saudi Arabia and Oman. Communication, light and water increased by 6.4% from PHP 22.1<br />

million in 2010 to PHP 23.5 million in <strong>2011</strong> due to increase in number of remittance<br />

transactions in <strong>2011</strong> which required more communication between <strong>the</strong> company and its<br />

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

ext<strong>ended</strong> processing time. O<strong>the</strong>r operating expenses increased by 34.0% from PHP 21.0<br />

million in 2010 to PHP 28.2 million in <strong>2011</strong> mainly due to disallowed Input VAT <strong>for</strong> <strong>year</strong>s 2005<br />

and 2006 (PHP 2.1 million), license fee paid <strong>for</strong> <strong>the</strong> start in operation of K.K. I-Remit Japan<br />

38


(PHP 3.9 million), cost of payroll outsourced to Prople BPO, Inc. and increase in association<br />

dues charges by lessors of <strong>the</strong> Parent Company (PHP 1.1 milllion). These are partly offset by<br />

lower marketing, professional fees, transportation and travel, depreciation and amortization<br />

expenses. Marketing expenses decreased by 14.7% from PHP 42.6 million in 2010 to PHP<br />

36.3 million in <strong>2011</strong> while transportation and travel expenses decreased by 10.7% from PHP<br />

26.7 million in 2010 to PHP 23.8 million in <strong>2011</strong> due to cost cutting measures implemented by<br />

<strong>the</strong> Parent Company in all its <strong>for</strong>eign subsidiaries. Professional fees decreased by 8.8% from<br />

PHP 39.7 million in 2010 to PHP 36.2 million in <strong>2011</strong> due to termination of three (3) retainer<br />

contracts of <strong>the</strong> Parent Company and cessation of operation in Austria. Depreciation and<br />

amortization decreased by 13.3% from PHP 13.3 million in 2010 to PHP 11.5 million in <strong>2011</strong><br />

due to higher number of office equipment fully depreciated in <strong>2011</strong>.<br />

Interest income increased by 10.8% or PHP 1.3 million from PHP 12.5 million in 2010 to PHP<br />

13.9 million in <strong>2011</strong>. Interest income in <strong>2011</strong> and 2010 are 1.8% and 1.6% of <strong>the</strong> <strong>2011</strong> and<br />

2010 revenue, respectively. These are mainly due to higher deposits resulting from higher<br />

volume of transactions in <strong>2011</strong>.<br />

Interest expense increased by <strong>31</strong>.2% or PHP 9.1 million from PHP 29.2 million in 2010 to PHP<br />

38.3 million <strong>2011</strong>. Interest expense in <strong>2011</strong> and 2010 are -4.9% and -3.8% of <strong>the</strong> <strong>2011</strong> and<br />

2010 revenue, respectively. These are mainly due to higher availment of loans from bank<br />

partners during <strong>2011</strong> and higher annual interest rates on <strong>the</strong> Parent Company’s unsecured,<br />

short-term interest-bearing peso-denominated bank loans ranging from 5.00% to 7.00% in<br />

<strong>2011</strong> and 5.50% to 6.00% in 2010.<br />

In February 2010, IREMIT Remittance Consulting GmbH (<strong>for</strong>merly IREMIT EUROPE Remittance<br />

Consulting AG) started its remittance business in Italy. On April 28, <strong>2011</strong>, IREMIT Remittance<br />

Consulting GmbH (IRCGmbH) stopped its money remittance operations in Rome and Milan in<br />

Italy in accordance with Article 75 of <strong>the</strong> Transitional and Final Provisions of Austrian Payment<br />

Services Act, which stipulated that credit institutions that have held authorizations pursuant to<br />

Article 1 paragraph 1 no 23 BWG, as am<strong>ended</strong> by <strong>the</strong> Federal Act Federal Law Gazette No.<br />

35/2003, prior to <strong>December</strong> 25, 2009, have only until April 30, <strong>2011</strong> to carry out <strong>the</strong>ir money<br />

remittance operations.<br />

In <strong>December</strong> <strong>2011</strong>, IRCGmbH sold assets relating to its operations in Italy to a third party.<br />

These assets, with an aggregate carrying amount of PHP 7.29 million, were sold <strong>for</strong> a<br />

consideration of PHP 72.43 million <strong>the</strong>reby resulting to a gain on sale of PHP 65.14 million.<br />

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

<strong>2011</strong> 2010<br />

Delivery fees PHP5,289,202 PHP7,486,658<br />

Realized <strong>for</strong>eign exchange gains - net 1,006,867 673,204<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 />

O<strong>the</strong>r 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 <strong>the</strong> Company decreased by PHP 82.1 million or 3.5% to PHP 2.273 billion<br />

as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> against PHP 2.356 billion as of <strong>December</strong> <strong>31</strong>, 2010. Cash and cash<br />

equivalents increased by PHP 7.4 million or 0.8% from PHP 883.8 million in 2010 to PHP<br />

891.2 million in <strong>2011</strong>. Financial assets at fair value through profit or loss amounted to PHP<br />

125.2 million at end-<strong>2011</strong> against PHP 102.9 million at end-2010, increasing by PHP 22.3<br />

million or 21.6%. Financial assets at fair value through profit or loss in <strong>2011</strong> and 2010 are<br />

5.5% and 4.4% of <strong>the</strong> total assets in <strong>2011</strong> and 2010, respectively. These assets consist<br />

mainly of investments in debt securities (listed overseas) held <strong>for</strong> trading. Power Star Asia<br />

Group Limited started investing on stocks in <strong>2011</strong>. Accounts receivable declined by PHP<br />

125.8 million or 11.9% from PHP 1,059.3 million in 2010 to PHP 933.5 million in <strong>2011</strong>.<br />

Accounts receivable in <strong>2011</strong> and 2010 are 41.0% and 45.0% of <strong>the</strong> total assets in <strong>2011</strong> and<br />

2010, respectively. These are mainly due to improved collection of advances to agents and<br />

<strong>for</strong>eign subsidiaries in <strong>2011</strong>. O<strong>the</strong>r receivables increased by PHP <strong>31</strong>.0 million or 37.1% from<br />

39


PHP 83.4 million in 2010 to PHP 114.4 million in <strong>2011</strong>. O<strong>the</strong>r receivables in <strong>2011</strong> and 2010<br />

are 5.0% and 3.5% of <strong>the</strong> total assets in <strong>2011</strong> and 2010, respectively. These are mainly due<br />

to nontrade receivable from <strong>the</strong> sale of various assets of IREMIT Remittance Consulting<br />

GmbH related to <strong>the</strong> discontinued operations in Italy which was subsequently collected in<br />

March 2012 and partly offset by <strong>the</strong> application of receivables from non-controlling<br />

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

amounting to PHP 12.3 million and PHP 25.01 million, respectively, against <strong>the</strong> acquisition<br />

costs. O<strong>the</strong>r current assets declined by PHP 7.4 million or 20.4% from PHP 36.3 million in<br />

2010 to PHP 28.9 million in <strong>2011</strong>. O<strong>the</strong>r current assets in <strong>2011</strong> and 2010 are 1.3% and 1.5%<br />

of <strong>the</strong> total assets in <strong>2011</strong> and 2010, respectively. These are mainly due to lower balances of<br />

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<br />

million at end-2010 to PHP 180.6 million at end-<strong>2011</strong>. Total noncurrent assets in <strong>2011</strong> and<br />

2010 are 7.9% and 8.0% of <strong>the</strong> total assets in <strong>2011</strong> and 2010, respectively. These are mainly<br />

due to <strong>the</strong> equity in net earnings of IRemit Singapore Pte Ltd of PHP 1.5 million and Hwa<br />

Kung Hong & Co., Ltd. of PHP 0.6 million in <strong>2011</strong>, lesser investment on fixed assets in <strong>2011</strong>,<br />

deferred tax asset on additional net loss of I-Remit New Zealand Limited in <strong>2011</strong> and issuance<br />

of tax credit certificates by <strong>the</strong> BIR <strong>for</strong> Input VAT <strong>for</strong> <strong>the</strong> <strong>year</strong>s 2005 and 2006 amounting to<br />

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

Total liabilities declined by PHP <strong>17</strong>1.6 million or 15.8% from PHP 1.084 billion at end-2010 to<br />

PHP 912.7 million at end-<strong>2011</strong> mainly due to lower level of current liabilities. Total liabilities in<br />

<strong>2011</strong> and 2010 are 40.1% and 46.0% of <strong>the</strong> total liabilities and equity in <strong>2011</strong> and 2010,<br />

respectively. Current liabilities decreased by PHP <strong>17</strong>0.8 million or 15.7% from PHP 1.083<br />

billion in 2010 to PHP 912.6 million in <strong>2011</strong>. Total current liabilities in <strong>2011</strong> and 2010 are<br />

40.1% and 46.0% of <strong>the</strong> total liabilities and equity in <strong>2011</strong> and 2010, respectively.<br />

Beneficiaries and o<strong>the</strong>r payables increased by PHP 40.6 million or 20.3% from PHP 199.5<br />

million in 2010 to PHP 240.1 million in <strong>2011</strong>. Beneficiaries and o<strong>the</strong>r payables in <strong>2011</strong> and<br />

2010 are 10.6% and 8.5% of <strong>the</strong> total liabilities and equity in <strong>2011</strong> and 2010, respectively.<br />

These are mainly due to additional channels opened in <strong>2011</strong> <strong>for</strong> <strong>the</strong> delivery of remittances to<br />

beneficiaries. Interest-bearing loans decreased by PHP 211 million or 24.1% from PHP 877<br />

million in end-2010 to PHP 666 million in end-<strong>2011</strong>. Interest-bearing loans in end-<strong>2011</strong> and<br />

end-2010 are 29.3% and 37.2% of <strong>the</strong> total liabilities and equity in end-<strong>2011</strong> and end-2010,<br />

respectively. These are mainly due to lesser loan exposure at end-<strong>2011</strong> mainly brought about<br />

by improved collection of accounts receivable.<br />

The Company’s stockholders’ equity as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> stood at PHP 1.361 billion,<br />

higher by PHP 89.4 million or 7.0% against <strong>the</strong> end-2010 level of PHP 1.271 billion. Total<br />

equity in <strong>2011</strong> and 2010 are 59.9% and 54.0% of <strong>the</strong> total liabilities and equity in <strong>2011</strong> and<br />

2010, respectively. Capital stock increased by PHP 55.3 million or 9.8% from PHP 562.4<br />

million in 2010 to PHP 6<strong>17</strong>.7 million in <strong>2011</strong>. Capital stock in <strong>2011</strong> and 2010 are 27.2% and<br />

23.9% of <strong>the</strong> total liabilities and equity in <strong>2011</strong> and 2010, respectively. These are mainly due<br />

to <strong>the</strong> distribution of stock dividend to stockholders on September 8, <strong>2011</strong>. Capital paid-in<br />

excess of par value decreased by PHP 38.3 million or 8.9% from PHP 429.5 million in 2010 to<br />

PHP 391.2 million in <strong>2011</strong>. Capital paid-in excess of par value in <strong>2011</strong> and 2010 are <strong>17</strong>.2%<br />

and 18.2% of <strong>the</strong> total liabilities and equity in <strong>2011</strong> and 2010, respectively. The decrease in<br />

capital paid-in excess of par value in <strong>2011</strong> represents excess of acquisition cost over <strong>the</strong><br />

carrying value of <strong>the</strong> non-controlling interests acquired in <strong>2011</strong> (IREMIT Remittance<br />

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

million or 32.1% from -PHP 40.1 million in 2010 to -PHP 53.0 million in <strong>2011</strong>. Treasury stock<br />

in <strong>2011</strong> and 2010 are -2.3% and -1.7% of <strong>the</strong> total liabilities and equity in <strong>2011</strong> and 2010,<br />

respectively. The increase in Treasury stock in <strong>2011</strong> represents buy-back of 5,544,000<br />

shares.<br />

40


Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company (Parent Company and<br />

subsidiaries):<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income* over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income* over average total<br />

assets during <strong>the</strong> period<br />

Net income* over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

41<br />

10% 5%<br />

5% 3%<br />

PHP 0.22 PHP 0.11<br />

<strong>17</strong>% 10%<br />

588.4 557.6<br />

* Net Income attributable to equity holders of <strong>the</strong> Parent Company and Minority Interest. EPS<br />

computed using Net Income attributable to equity holders of <strong>the</strong> Parent Company <strong>for</strong> <strong>the</strong> <strong>year</strong><br />

<strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2010 are P 0.23 and P 0.13,<br />

respectively.<br />

Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company’s<br />

subsidiaries:<br />

International Remittance (Canada) Ltd.<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

Lucky Star Management Limited<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income over average total<br />

assets during <strong>the</strong> period<br />

Net income over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

56% 3%<br />

22% 1%<br />

43.64 1.80<br />

2% 3%<br />

92.6 97.5<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income over average total<br />

assets during <strong>the</strong> period<br />

Net income over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

-3% 89%<br />

-1% 26%<br />

-1.33 30.53<br />

-25% 8%<br />

<strong>17</strong>.0 25.6


IRemit Global Remittance Limited<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

I-Remit Australia Pty Ltd<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

Worldwide Exchange Pty Ltd<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

I-Remit New Zealand Limited<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income over average total<br />

assets during <strong>the</strong> period<br />

Net income over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

42<br />

-767% 39%<br />

-33% 6%<br />

-108,090.79 10,191.13<br />

28% 1%<br />

50.7 43.8<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income over average total<br />

assets during <strong>the</strong> period<br />

Net income over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

0.4% 1%<br />

0.2% 0.2%<br />

7,306.00 14,435.50<br />

- -<br />

0.6 0.3<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income over average total<br />

assets during <strong>the</strong> period<br />

Net income over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

6% 5%<br />

1% 1%<br />

3.02 2.00<br />

11% 20%<br />

34.6 29.2<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income over average total<br />

assets during <strong>the</strong> period<br />

Net income over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

40% 20%<br />

-24% -9%<br />

-3,046.61 -1,129.10<br />

23% 38%<br />

5.3 8.8


IREMIT Remittance Consulting GmbH<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

Power Star Asia Group Limited<br />

Per<strong>for</strong>mance<br />

Indicator<br />

Return on Equity<br />

(ROE)<br />

Return on Assets<br />

(ROA)<br />

Earnings per Share<br />

(EPS)<br />

Sales Growth<br />

Gross Income<br />

2010 compared to 2009<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income over average total<br />

assets during <strong>the</strong> period<br />

Net income over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

43<br />

194% -193%<br />

14% -74%<br />

141.86 -666.<strong>31</strong><br />

-19% 94%<br />

0.5 11.7<br />

Definition Dec. <strong>31</strong>, <strong>2011</strong> Dec. <strong>31</strong>, 2010<br />

Net income over average<br />

stockholders’ equity during <strong>the</strong><br />

period<br />

Net income over average total<br />

assets during <strong>the</strong> period<br />

Net income over average number<br />

of outstanding shares<br />

Total transaction value in USD in<br />

present <strong>year</strong> over previous <strong>year</strong><br />

Revenue less total cost of<br />

services (PHP millions)<br />

30% 38%<br />

29% 36%<br />

66.53 63.27<br />

- -<br />

70.4 62.4<br />

I-Remit realized a consolidated net income of PHP 65.9 million in 2010, a decrease of PHP<br />

67.2 million or 50.5% over <strong>the</strong> consolidated net income of PHP 133.1 million in 2009.<br />

Revenues decreased by 1.1% or PHP 8.7 million from PHP 778.7 million in 2009 to PHP<br />

769.9 million in 2010 mainly due to <strong>the</strong> decline in realized <strong>for</strong>eign exchange gains. Foreign<br />

exchange gains dropped by 8.6% or PHP24.9 million from PHP287.7 million in 2009 to<br />

PHP262.8 million in 2010. The value of transactions grew by 9.9% or USD109.5 million from<br />

USD1.103 billion in 2009 to USD1.213 billion in 2010. The Company’s revenue from delivery<br />

fees grew by only 3.2% or PHP15.9 million from PHP490.4 million in 2009 to PHP506.2 million<br />

in 2010 largely because of <strong>the</strong> appreciation of <strong>the</strong> Philippine peso against <strong>the</strong> U.S. dollar. The<br />

Company’s fees are largely settled in U.S. dollars. The average peso-dollar exchange rate<br />

was PHP47.63 in 2009 against PHP45.08 in 2010, a gain of 5.3% or PHP2.55 per dollar. In<br />

<strong>December</strong> 2010, <strong>the</strong> average peso-dollar exchange rate was PHP43.95 per dollar. The<br />

number of transactions processed by <strong>the</strong> Company grew by only 2% from 2.683 million in<br />

2009 to 2.737 million in 2010.<br />

Total operating expenses was higher by PHP58.3 million (14.1%) from PHP412.4 million in<br />

2009 to PHP470.7 million in 2010 mainly on account of higher rental, marketing, and<br />

professional fee expenses. Rental expenses increased by 28.1% from PHP39.3 million in<br />

2009 to PHP50.4 million in 2010. Marketing expenses increased by 32.0% from PHP33.0<br />

million in 2009 to PHP43.5 million in 2010. Professional fees increased by 46.9% from<br />

PHP29.7 million in 2009 to PHP43.6 in 2010. The increase in <strong>the</strong>se expense items are<br />

related mainly to <strong>the</strong> Company’s expansion as it opened new offices in Canada and Italy.<br />

O<strong>the</strong>r income decreased by 62.8% or PHP54.3 million from PHP86.4 million in 2009 to<br />

PHP32.1 million in 2010 mainly due to <strong>the</strong> decline in net trading gains on debt securities<br />

(listed overseas) held <strong>for</strong> trading and lower o<strong>the</strong>r income consisting of interest income,<br />

rebates, and unrealized <strong>for</strong>eign exchange gain. Net trading gains declined by PHP30.3 million<br />

or 92.4% from PHP32.8 million in 2009 to PHP2.5 million in 2010.


The total assets of <strong>the</strong> Company decreased by PHP1<strong>31</strong>.9 million or 5.3% to PHP2.356 billion<br />

as of <strong>December</strong> <strong>31</strong>, 2010 against PHP2.488 billion as of <strong>December</strong> <strong>31</strong>, 2009. Cash and cash<br />

equivalents decreased by PHP79.0 million or 8.2% from PHP962.8 million in 2009 to<br />

PHP883.8 million in 2010. Financial assets at fair value through profit or loss amounted to<br />

PHP102.9 million at end-2010 against PHP65.8 million at end-2009, increasing by PHP37.1<br />

million or 56.4%. These assets consist of investments in debt securities (listed overseas) held<br />

<strong>for</strong> trading. Receivables declined by PHP80.2 million or 7.0% from PHP1.139 billion in 2009 to<br />

PHP1.059 billion in 2010. The Company’s non-current assets declined by PHP300,928 or<br />

0.2% from PHP190,039,196 at end-2009 to PHP190,340,124 at end-2010.<br />

Total liabilities declined by PHP151.4 million or 12.2% from PHP1.235 billion at end-2009 to<br />

PHP1.084 billion in 2010 mainly due to a lower level of current liabilities. Current liabilities<br />

decreased by PHP148.6 million or 12.1% from PHP1.232 billion in 2009 to PHP 1.083 billion<br />

in 2010.<br />

The Company’s stockholders’ equity as of <strong>December</strong> <strong>31</strong>, 2010 stood at PHP 1.271 billion,<br />

higher by PHP19.5 million or 1.6% against <strong>the</strong> end-2009 level of PHP 1.252 billion.<br />

Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company (Parent Company and<br />

subsidiaries):<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income* over average stockholders’<br />

equity during <strong>the</strong> period<br />

5% 11%<br />

Return on Assets<br />

(ROA)<br />

Net income* over average total assets<br />

during <strong>the</strong> period<br />

3% 6%<br />

Earnings per Share<br />

(EPS)<br />

Net income* over average number of<br />

outstanding shares<br />

PHP 0.12 PHP 0.24<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

10% 2%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

562.0 547.7<br />

* Net Income attributable to equity holders of <strong>the</strong> Parent Company and Minority Interest. EPS computed using<br />

Net Income attributable to equity holders of <strong>the</strong> Parent Company <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2010 and<br />

<strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2009 are P 0.14 and P 0.25, respectively.<br />

Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company’s subsidiaries:<br />

International Remittance (Canada) Ltd.<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

3% 33%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

1% 10%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

1.80 18.18<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

3% 11%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

97.5 99.7<br />

44


Lucky Star Management Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

89% 47%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

26% 14%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

30.53 11.18<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

8% 20%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

25.6 21.4<br />

IRemit Global Remittance Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

39% 60%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

6% 4%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

10,191.13 10,021.79<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

1% -<strong>17</strong>%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

43.8 46.9<br />

I-Remit Australia Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

1% <strong>17</strong>6%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

0.2% 24%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

14,435.50 1,859,480.93<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

0.3 0.2<br />

Worldwide Exchange Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

5% 41%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

1% 11%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

2.00 29.75<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

20% -5%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

29.2 32.6<br />

45


I-Remit New Zealand Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

20% 81%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-9% -25%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-1,129.10 -2,654.42<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

38% 595%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

8.8 7.6<br />

IREMIT EUROPE Remittance Consulting AG<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

-193% -189%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-74% -<strong>31</strong>%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-666.<strong>31</strong> -243.<strong>17</strong><br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

94% 43%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

11.7 9.1<br />

Power Star Asia Group Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2010 Dec. <strong>31</strong>, 2009<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

38% 89%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

36% 78%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

63.27 86.35<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

62.4 55.5<br />

2009 compared to 2008<br />

I-Remit realized a consolidated net income of PHP 133.1 million in 2009, an increase of PHP<br />

3.2 million or 2.4% over <strong>the</strong> consolidated net income of PHP 129.98 million in 2008.<br />

Revenues increased by PHP 16.6 million (2.2%) to PHP 778.6 million in 2009 from PHP 762.0<br />

million in 2008 mainly due to <strong>the</strong> 11.9% increase in transaction count (from 2,397,180 in 2008<br />

to 2,683,639 in 2009) and a 1.9% increase in USD remittance volume (from USD 1,083.6<br />

million in 2008 to USD 1,104.0 million in 2009). Of <strong>the</strong> total transaction count in 2009, <strong>the</strong><br />

percentage contributions per region are as follows: Asia-Pacific, 43%; Middle East, 28%; North<br />

America, 16%; and Europe, 9%. In terms of USD remittance volume, <strong>the</strong> regional<br />

contributions are as follows: Asia-Pacific, 33%; Europe, 12%, Middle East, 20%, and North<br />

America, <strong>17</strong>%. The Company’s market share in 2009 was 6.4% from 6.6% in 2008 based on<br />

<strong>the</strong> BSP-reported figure of total inward remittances to <strong>the</strong> Philippines of USD <strong>17</strong>.3 billion.<br />

Accordingly, <strong>the</strong> Company’s gross income decreased by PHP <strong>17</strong>.7 million or -3.1% from PHP<br />

565.4 million in 2008 to 547.7 million in 2009.<br />

46


Total operating expenses was higher by PHP 15.0 million (3.8%) from PHP 397.4 million in<br />

2008 to PHP 412.4 million in 2009 mainly on account of higher salaries, wages and employee<br />

benefits, and rental expenses. O<strong>the</strong>r income increased by 156.7% or PHP 52.7 million from<br />

PHP 33.7 million in 2008 to PHP 86.4 million in 2009 mainly due to net trading gains on debt<br />

securities (listed overseas) held <strong>for</strong> trading and higher o<strong>the</strong>r income of subsidiaries such as<br />

rebates and sub-lease rental income. Interest expense was higher by PHP 35.2 million<br />

(260.4%) from PHP 13.5 million in 2008 to PHP 48.7 million in 2009 due to increased loans.<br />

The total assets of <strong>the</strong> Company increased by PHP 514.5 million or 26.1% to PHP 2.488<br />

billion as of <strong>December</strong> <strong>31</strong>, 2009 against PHP 1.974 billion as of <strong>the</strong> same period in 2008.<br />

Cash and cash equivalents increased by PHP 130.2 million or 15.6% from PHP 832.6 million<br />

in 2008 to PHP 962.8 million in 2009. Financial assets at FVPL amounting to PHP 65.8<br />

million consist of investments in debt securities (listed overseas) held <strong>for</strong> trading. Receivables<br />

increased by PHP <strong>31</strong>0.6 million or 33.2% from PHP 936.9 million in 2008 to PHP 1,247.5<br />

million in 2009. O<strong>the</strong>r current assets increased by PHP 2.0 million or 10.0% from PHP 20.3<br />

million to PHP 22.3 million mainly because of a higher level of Visa cards inventory. Property<br />

and equipment decreased by PHP 3.1 million or 9.9% from PHP 30.9 million in 2008 to PHP<br />

27.8 million in 2009 on account of higher depreciation and amortization expenses. Goodwill<br />

increased by PHP 6.1 million or 6.6% from PHP 91.5 million in 2008 to PHP 97.6 million in<br />

2009 due to exchange adjustment. Deferred tax asset increased by PHP 2.5 million or<br />

305.1% from PHP 0.8 million in 2008 to PHP 3.3 million in 2009. O<strong>the</strong>r noncurrent assets<br />

increased by PHP 4.6 million or 13.2% from PHP 34.7 million in 2008 to PHP 39.3 million in<br />

2009.<br />

Total liabilities increased by PHP 378.2 million or 44.1% from PHP 857.5 million in 2008 to<br />

PHP 1,235.7 million in 2009 mainly higher level of current liabilities. Current liabilities<br />

increased by PHP 380.0 million or 44.6% from PHP 852.1 million in 2008 to PHP 1,232.1<br />

million in 2009 due to <strong>the</strong> increase in interest-earning loans by PHP 350.0 million or 60.3%<br />

from PHP 580.0 million in 2008 to PHP 930.0 million in 2009.<br />

The Company’s stockholders’ equity as of <strong>December</strong> <strong>31</strong>, 2009 stood at PHP 1.252 billion,<br />

higher by PHP 136.4 million or 12.2% against <strong>the</strong> <strong>year</strong>-end 2008 level of PHP 1.116 billion.<br />

Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company (Parent Company and<br />

subsidiaries):<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income* over average stockholders’<br />

equity during <strong>the</strong> period<br />

11% 12%<br />

Return on Assets<br />

(ROA)<br />

Net income* over average total assets<br />

during <strong>the</strong> period<br />

6% 8%<br />

Earnings per Share<br />

(EPS)<br />

Net income* over average number of<br />

outstanding shares<br />

PHP 0.24 PHP 0.23<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

2% 42%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

547.7 565.4<br />

* Net Income attributable to equity holders of <strong>the</strong> Parent Company and Minority Interest. EPS computed using<br />

Net Income attributable to equity holders of <strong>the</strong> Parent Company <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2009 and<br />

<strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2008 are P 0.25 and P 0.23, respectively.<br />

47


Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company’s subsidiaries:<br />

International Remittance (Canada) Ltd.<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

33% 62%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

10% 9%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

18.18 26.60<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

11% 35%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

99.7 85.8<br />

Lucky Star Management Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

47% 61%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

14% 40%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

11.18 15.67<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

20% 7%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

21.4 20.9<br />

IRemit Global Remittance Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

60% 5%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

4.08% 0.2%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

10,021.79 666.34<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

-<strong>17</strong>% -4%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

46.9 42.2<br />

I-Remit Australia Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

<strong>17</strong>6% 108%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

24% <strong>17</strong>%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

1,859,480.93 1,623,710.00<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

0.2 0.4<br />

48


Worldwide Exchange Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

41% 91%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

11% 45%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

29.75 106.93<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

-5% 40%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

32.6 35.0<br />

I-Remit New Zealand Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

81% 104%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-25% -21%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-2,654.42 -1,721.28<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

595% -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

7.6 1.1<br />

IREMIT EUROPE Remittance Consulting AG<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

-189% 56%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-<strong>31</strong>% -34%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-243.<strong>17</strong> -259.01<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

43% -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

9.1 6.8<br />

Power Star Asia Group Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2009 Dec. <strong>31</strong>, 2008<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

89% 90%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

78% 76%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

86.35 49.87<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

55.5 59.8<br />

49


2008 compared to 2007<br />

I-Remit realized a consolidated net income of PHP 129.9 million in 2008, an increase of PHP<br />

16.7 million or 15% over <strong>the</strong> consolidated net income of PHP 113.3 million in 2007.<br />

Revenues increased by PHP 200.3 million (36%) to PHP 762.0 million in 2008 from PHP<br />

561.8 million in 2007 mainly due to <strong>the</strong> 29% increase in transaction count (from 1,864,869 in<br />

2007 to 2,397,180 in 2008 ) and a 42% increase in USD remittance volume (from USD 762.3<br />

million in 2007 to USD 1,083.6 million in 2008). Of <strong>the</strong> total transaction count in 2008, <strong>the</strong><br />

percentage contributions per region are as follows: Asia-Pacific, 42%; Middle East, 28%; North<br />

America, 15%; and Europe, 10%. In terms of USD remittance volume, <strong>the</strong> regional<br />

contributions are as follows: Asia-Pacific, 34%; Europe, 13% , Middle East, 20% , and North<br />

America, 15%. The Company’s market share in 2008 grew to 6.60% from 5.28% in 2007<br />

based on <strong>the</strong> BSP-reported figure of total inward remittances to <strong>the</strong> Philippines of USD 16.43<br />

billion. Accordingly, <strong>the</strong> Company’s gross income increased by PHP 158.9 million or 39%<br />

from PHP 406.4 million in 2007 to 565.4 million in 2008.<br />

Total operating expenses was higher by PHP 119.7 million (43%) from PHP 277.7 million in<br />

2007 to PHP 397.4 million in 2008 mainly on account of higher salaries, wages and employee<br />

benefits, and marketing expenses. O<strong>the</strong>r income increased by 99% or PHP 16.7 million from<br />

PHP 16.9 million in 2007 to PHP 33.7 million in 2008 mainly due to higher o<strong>the</strong>r income of<br />

subsidiaries such as sub-lease rental income. Interest expense was lower by PHP 10.8<br />

million (44.5%) from PHP 24.3 million in 2007 to PHP 13.5 million in 2008.<br />

The total assets of <strong>the</strong> Company increased by PHP 572.6 million or 41% to PHP 1.974 billion<br />

as of <strong>December</strong> <strong>31</strong>, 2008 against PHP 1.401 billion as of <strong>the</strong> same period in 2007. Cash and<br />

cash equivalents increased by PHP 151.0 million or 22% from PHP 681.7 million in 2007 to<br />

PHP 832.6 million in 2008. Receivables increased by PHP 390.7 million or 72% from PHP<br />

546.2 million in 2007 to PHP 936.9 million in 2008. O<strong>the</strong>r current assets increased by PHP<br />

15.0 million or 284% from PHP 5.3 million in 2007 to PHP 20.3 million in 2008 mainly because<br />

of a higher level of prepaid expenses and card inventory. Property and equipment increased<br />

by PHP 11.8 million or 62% from PHP 19.1 million in 2007 to PHP 30.9 million in 2008 mainly<br />

due to investments in office and communication equipment. Goodwill decreased by PHP 20.0<br />

million from PHP 111.4 million in 2007 to PHP 91.5 million in 2008 due to exchange<br />

adjustment. O<strong>the</strong>r noncurrent assets increased by PHP 15.2 million or 68% from PHP 22.49<br />

million in 2007 to PHP 37.7 million in 2008.<br />

Total liabilities increased by PHP 533.6 million or 165% from PHP 323.9 million in 2007 to<br />

PHP 857.5 million in 2008 mainly higher level of current liabilities. Current liabilities increased<br />

by PHP 533.7 million or 168% from PHP <strong>31</strong>8.4 million in 2007 to PHP 852.1 million in 2008<br />

due to <strong>the</strong> increase in interest-earning loans by PHP 405.0 million or 2<strong>31</strong>% from PHP <strong>17</strong>5<br />

million in 2007 to PHP 580 million in 2008.<br />

The Company’s stockholders’ equity as of <strong>December</strong> <strong>31</strong>, 2008 stood at PHP 1.116 billion,<br />

higher by PHP 38.9 million or 4% against <strong>the</strong> <strong>year</strong>-end 2007 level of PHP 1.077 billion.<br />

Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company (Parent Company and<br />

subsidiaries):<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income* over average stockholders’<br />

equity during <strong>the</strong> period<br />

12% 21%<br />

Return on Assets<br />

(ROA)<br />

Net income* over average total assets<br />

during <strong>the</strong> period<br />

8% 11%<br />

Earnings per Share<br />

(EPS)<br />

Net income* over average number of<br />

outstanding shares<br />

PHP 0.23 PHP 0.56<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

42% 37%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

565.4 406.4<br />

* Net Income attributable to equity holders of <strong>the</strong> Parent Company and Minority Interest. EPS computed using<br />

Net Income attributable to equity holders of <strong>the</strong> Parent Company <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2008 and <strong>for</strong><br />

<strong>the</strong> <strong>year</strong> <strong>ended</strong> <strong>December</strong> <strong>31</strong>, 2007 are P 0.23 and P 0.53, respectively.<br />

50


Below are <strong>the</strong> comparative key per<strong>for</strong>mance indicators of <strong>the</strong> Company’s subsidiaries:<br />

International Remittance (Canada) Ltd.<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

62% 99%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

9% 7%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

26.60 21.74<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

35% 74%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

85.8 67.3<br />

Lucky Star Management Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

61% -48%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

40% 23%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

15.67 11.78<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

7% 20%<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

20.9 19.6<br />

IRemit Global Remittance Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

5% 33%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

0.2% 1%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

666.34 4,193.47<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

-4% -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

42.2 43.6<br />

I-Remit Australia Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

108% 98%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

<strong>17</strong>% 7%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

1,623,710.00 1,167,012.29<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

0.4 0.3<br />

51


Worldwide Exchange Pty Ltd<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

91% 58%<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

45% 34%<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

106.93 77.14<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

40% -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

35.0 20.4<br />

I-Remit New Zealand Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

104% -<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-21% -<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-1,721.28 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

1.1 -<br />

IREMIT EUROPE Remittance Consulting AG<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

56% -<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

-34% -<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

-259.01 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

6.8 -<br />

Power Star Asia Group Limited<br />

Per<strong>for</strong>mance Indicator Definition Dec. <strong>31</strong>, 2008 Dec. <strong>31</strong>, 2007<br />

Return on Equity (ROE)<br />

Net income over average stockholders’<br />

equity during <strong>the</strong> period<br />

90% -<br />

Return on Assets<br />

(ROA)<br />

Net income over average total assets<br />

during <strong>the</strong> period<br />

76% -<br />

Earnings per Share<br />

(EPS)<br />

Net income over average number of<br />

outstanding shares<br />

49.87 -<br />

Sales Growth<br />

Total transaction value in USD in present<br />

<strong>year</strong> over previous <strong>year</strong><br />

- -<br />

Gross Income<br />

Revenue less total cost of services (PHP<br />

millions)<br />

59.8 -<br />

The Company is not aware of any known trends, commitments, events or uncertainties that will have a<br />

material impact on <strong>the</strong> Company’s liquidity. The Company has not defaulted in paying its currently<br />

maturing obligations. In addition, obligations of <strong>the</strong> Company are guaranteed up to a certain extent by<br />

<strong>the</strong> Company’s majority stockholders.<br />

The Company is not aware of any events that will trigger a direct or contingent financial obligation that<br />

is material to <strong>the</strong> Company, including any default or acceleration of an obligation.<br />

52


There are no material off-balance sheet transactions, arrangements, obligations (including contingent<br />

obligations), and o<strong>the</strong>r relationships of <strong>the</strong> Company with unconsolidated entities or o<strong>the</strong>r persons<br />

created during <strong>the</strong> reporting period.<br />

The Company has no material commitments <strong>for</strong> capital expenditures.<br />

Except as discussed above, <strong>the</strong> Company is not aware of any trends, events or uncertainties that have<br />

had or that are reasonably expected to have a material favorable or unfavorable impact on sales,<br />

revenues or income from continuing operations.<br />

Except as discussed above, <strong>the</strong>re are no o<strong>the</strong>r significant elements of income or loss that did not arise<br />

from <strong>the</strong> Company’s continuing operations.<br />

There are no seasonal aspects that had a material effect on <strong>the</strong> financial condition or results of<br />

operations.<br />

The Company does not expect any purchase of significant equipment in <strong>the</strong> next twelve (12) months.<br />

The Company does not expect any significant changes in <strong>the</strong> number of employees in <strong>the</strong> next twelve<br />

(12) months.<br />

53


Item 7. Financial Statements<br />

The consolidated financial statements and schedules listed in <strong>the</strong> accompanying Index to Financial<br />

Statements and Supplementary Schedules are filed as part of this Form <strong>17</strong>-A.<br />

Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure<br />

I-Remit and its subsidiaries had no disagreement with <strong>the</strong> auditors on any matter of accounting principles or<br />

practices, financial statements disclosure, or auditing scope or procedure as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and<br />

<strong>December</strong> <strong>31</strong>, 2010.<br />

Appointment of and Review of <strong>the</strong> Per<strong>for</strong>mance of <strong>the</strong> External Auditor<br />

The Board of Directors and <strong>the</strong> stockholders approve <strong>the</strong> Audit Committee’s recommendation <strong>for</strong> <strong>the</strong><br />

appointment and <strong>the</strong> review of <strong>the</strong> per<strong>for</strong>mance of <strong>the</strong> external auditors. In appointing its external auditors,<br />

<strong>the</strong> Company considers <strong>the</strong> technical competence, training, experience and professional reputation of <strong>the</strong><br />

audit firm’s partners and staff, its capacity to per<strong>for</strong>m <strong>the</strong> requirements of <strong>the</strong> audit engagement, its<br />

correspondent and o<strong>the</strong>r professional relationships with reputable firms in o<strong>the</strong>r jurisdictions, and <strong>the</strong> general<br />

reputation of <strong>the</strong> firm <strong>for</strong> integrity and efficiency.<br />

Pursuant to <strong>the</strong> General Requirements of SRC Rule 68, Par. 3 (Qualifications and <strong>Report</strong>s of Independent<br />

Auditors), I-Remit engaged <strong>the</strong> services of SyCip Gorres Velayo & Co. (SGV & Co.) (BOA/PRC Reg. No.<br />

0001; SEC Accreditation No. 0012-FR-1) <strong>for</strong> <strong>the</strong> audit of <strong>the</strong> Group’s and Parent Company’s financial<br />

statements which comprise <strong>the</strong> statements of condition as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, and <strong>the</strong><br />

statements of income, changes in equity, and cash flows <strong>for</strong> each of <strong>the</strong> three (3) <strong>year</strong>s in <strong>the</strong> period <strong>ended</strong><br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong>.<br />

SGV & Co. is <strong>the</strong> Philippines’ largest professional services firm with nine (9) offices across <strong>the</strong> country. It<br />

employs over 1,800 people. SGV professionals from various disciplines provide integrated solutions that<br />

draw on diverse and deep competencies in assurance, tax, and risk services. Upholding <strong>the</strong> highest<br />

standards of quality, <strong>the</strong> Assurance and Advisory Business Services division of SGV & Co. has been ISOcertified<br />

since 1996.<br />

SGV & Co.’s track record has remained unmatched in <strong>the</strong> region. It has accumulated invaluable resources in<br />

its more than 60 <strong>year</strong>s of operation --- highly qualified and competent staff, state-of-<strong>the</strong>-art facilities, and an<br />

enviable international network.<br />

SGV & Co. is a member practice of Ernst & Young Global, a leader in professional services with 114,000<br />

people serving as trusted advisors in more than 140 countries offering audit, tax, and transaction advisory<br />

services across all industries to many of today’s leading global corporations as well as emerging growth<br />

companies.<br />

SGV & Co. has served as <strong>the</strong> Company’s external auditors since 2002. Josephine Adrienne A. Abarca (CPA<br />

Certificate No. 92126; SEC Accreditation No. 0466-A) is <strong>the</strong> current audit partner <strong>for</strong> <strong>the</strong> Company. Aris C.<br />

Malantic (CPA Certificate No. 90190; SEC Accreditation No. 0326-AR-1) is <strong>the</strong> <strong>for</strong>mer audit partner <strong>for</strong> <strong>the</strong><br />

Company and he has served as such from 2005 to 2008.<br />

External Audit Fees and Services<br />

For <strong>the</strong> audit of <strong>the</strong> Group’s and Parent Company’s annual financial statements and services provided in<br />

connection with statutory and regulatory filings or engagements, <strong>the</strong> aggregate amounts to be billed/billed,<br />

exclusive of value-added tax (VAT) and out-of-pocket expenses, by SGV & Co. amounts/amounted to PHP<br />

577,500, PHP 550,000, and PHP 550,000 <strong>for</strong> <strong>2011</strong>, 2010, and 2009, respectively.<br />

SGV & Co. did not render professional services <strong>for</strong> tax accounting, compliance, advice, planning and any<br />

o<strong>the</strong>r <strong>for</strong>m of tax services.<br />

SGV & Co. did not provide products and services o<strong>the</strong>r than <strong>the</strong> services reported above.<br />

The Company’s Executive Committee approves <strong>the</strong> audit fees as recomm<strong>ended</strong> by <strong>the</strong> Management<br />

Committee.<br />

54


Changes in Accounting Policies<br />

The accounting policies adopted are consistent with those of <strong>the</strong> previous financial <strong>year</strong> except <strong>for</strong> <strong>the</strong><br />

adoption of <strong>the</strong> following new and am<strong>ended</strong> PFRS, Philippine Accounting Standards (PAS) and<br />

Philippine Interpretations which became effective on January 1, <strong>2011</strong>:<br />

• PAS 24 Amendment, Related Party Disclosures<br />

• PAS 32 Amendment, Financial Instruments: Presentation - Classification of Rights Issues<br />

• Philippine Interpretation International Financial <strong>Report</strong>ing Interpretations Committee (IFRIC) 14<br />

Amendment, Prepayments of a Minimum Funding Requirement<br />

• Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments<br />

The adoption of new standards, amendments and interpretations above did not have impact to <strong>the</strong><br />

Group except <strong>for</strong> <strong>the</strong> adoption of PAS 24 Amendment, Related Party Transactions.<br />

PAS 24 Amendment, Related Party Transactions<br />

PAS 24 clarifies <strong>the</strong> definitions of a related party. The new definitions emphasize a symmetrical view of<br />

related party relationships and clarify <strong>the</strong> circumstances in which persons and key management<br />

personnel affect related party relationships of an entity. In addition, <strong>the</strong> amendment introduces an<br />

exemption from <strong>the</strong> general related party disclosure requirements <strong>for</strong> transactions with government and<br />

entities that are controlled, jointly controlled or significantly influenced by <strong>the</strong> same government as <strong>the</strong><br />

reporting entity. The amendment only affects <strong>the</strong> disclosures and has no impact on <strong>the</strong> Group’s financial<br />

position or per<strong>for</strong>mance.<br />

Improvements to PFRS 2010<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 <strong>for</strong> each<br />

standard. The adoption of <strong>the</strong> following amendments resulted in changes to accounting policies but did<br />

not have any impact on <strong>the</strong> financial position or per<strong>for</strong>mance of <strong>the</strong> Group.<br />

PFRS 3, Business Combinations (Revised)<br />

The measurement options available <strong>for</strong> noncontrolling interest (NCI) were am<strong>ended</strong>. Only components<br />

of NCI that constitute a present ownership interest that entitles <strong>the</strong>ir holder to a proportionate share of<br />

<strong>the</strong> entity’s net assets in <strong>the</strong> event of liquidation should be measured at ei<strong>the</strong>r fair value or at <strong>the</strong> present<br />

ownership instruments’ proportionate share of <strong>the</strong> acquiree’s identifiable net assets. All o<strong>the</strong>r<br />

components are to be measured at <strong>the</strong>ir acquisition date fair value.<br />

The amendments to PFRS 3 are effective <strong>for</strong> annual periods beginning on or after July 1, <strong>2011</strong>. The<br />

Group, however, adopted <strong>the</strong>se as of January 1, <strong>2011</strong> and changed its accounting policy accordingly as<br />

<strong>the</strong> amendment was issued to eliminate unint<strong>ended</strong> consequences that may arise from <strong>the</strong> adoption of<br />

PFRS 3.<br />

PFRS 7, Financial Instruments - Disclosures<br />

The amendment was int<strong>ended</strong> to simplify <strong>the</strong> disclosures provided by reducing <strong>the</strong> volume of disclosures<br />

around collateral held and improving disclosures by requiring qualitative in<strong>for</strong>mation to put <strong>the</strong><br />

quantitative in<strong>for</strong>mation in context. The Group reflects <strong>the</strong> revised disclosure requirements in Note 4.<br />

PAS 1, Presentation of Financial Statements<br />

The amendment clarifies that an entity may present an analysis of each component of o<strong>the</strong>r<br />

comprehensive income maybe ei<strong>the</strong>r in <strong>the</strong> statement of changes in equity or in <strong>the</strong> notes to <strong>the</strong> financial<br />

statements.<br />

O<strong>the</strong>r amendments resulting from <strong>the</strong> 2010 Improvements to PFRSs to <strong>the</strong> following standards did not<br />

have any impact on <strong>the</strong> accounting policies, financial position or per<strong>for</strong>mance of <strong>the</strong> Group:<br />

• PFRS 3, Business Combinations (Contingent consideration arising from business combination prior<br />

to adoption of PFRS 3 (as revised in 2008))<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 />

55


The following interpretation and amendments to interpretations did not have any impact on <strong>the</strong><br />

accounting policies, financial position or per<strong>for</strong>mance of <strong>the</strong> Group:<br />

• Philippine Interpretation IFRIC 13, Customer Loyalty Programmes (determining <strong>the</strong> fair value of<br />

award credits)<br />

• Philippine Interpretation IFRIC 19, Extinguishing Financial Liabilities with Equity Instruments<br />

56


PART III. CONTROL AND COMPENSATION INFORMATION<br />

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

(A) Directors, Executive Officers, Promoters and Control Persons<br />

(1) Directors, Including Independent Directors and Control Persons<br />

Bansan C. Choa, 57, Filipino<br />

Director, Chairman and Chief Executive Officer<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. Choa has served as Chairman and Chief Executive Officer of since 2005 and has been a<br />

Director since 2002. He is involved in various businesses in <strong>the</strong> manufacturing, and<br />

construction and property development sectors. He currently holds <strong>the</strong> following positions:<br />

Chairman, Confed Properties, Inc. (1991 to date); Chairman, Surewell Equities, Inc. (2001 to<br />

date); Director, Sterling Bank of Asia, Inc. (2007 to date); Board Member, Professional<br />

Regulation Commission of Real Estate Service (2010 to date); President, Philippine<br />

Retirement, Inc. (2009 to date) Treasurer, Six Alps Corporation (1997 to date); Treasurer,<br />

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

date), Chairman, Sure Fortune Properties, Inc. (2001 to date), Chairman, OLGC Psychological<br />

Services (2001 to date); Chairman, Lucky Star Management, Ltd. (Hong Kong) (2001 to date);<br />

Chairman, Surewell Enterprise Ltd. (Hong Kong) (1998 to date); Chairman, Surewell Equities<br />

(Singapore) Pte. Ltd. (2001 to date).<br />

Mr. Choa is a licensed real estate broker (Professional Regulation Commission License No.<br />

00002), appraiser (Professional Regulation Commission License No. 00002), and real estate<br />

consultant (Professional Regulation Commission License No. 00002). He is a certified public<br />

accountant (Professional Regulation Commission License No. 030924). He is active in <strong>the</strong> real<br />

property development and property management field and has served and continues to hold<br />

board and officer positions in housing and real property development organizations including<br />

<strong>the</strong> Organization of Socialized Housing Developers as Vice President (2001 to 2008),<br />

President(2008 to 2009) and Board Member (2010); Subdivision and Housing Developers<br />

Association as First Vice President (2008), Chairman (2004), Board Governor (2000 to 2010),<br />

and Board Advisor (<strong>2011</strong> to date). He is also <strong>the</strong> Chairman of <strong>the</strong> Board of Trustees of Kassel<br />

Condominium Corporation (2001 to date).<br />

He was one of <strong>the</strong> finalists of <strong>the</strong> 2006 Entrepreneur of <strong>the</strong> Year award of <strong>the</strong> Ernst & Young<br />

global accounting firm. He is also a member of <strong>the</strong> Board of Trustees and <strong>the</strong> treasurer of<br />

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

overseas Filipino workers.<br />

Mr. Choa obtained his master in business administration degree from <strong>the</strong> Ateneo de Manila<br />

University Graduate School of Business in 1985 and his bachelor’s degree in commerce from<br />

<strong>the</strong> De La Salle University in 1974. He is a certified public accountant (CPA) and a member of<br />

<strong>the</strong> Philippine Institute of Certified Public Accountants (PICPA). He was connected with <strong>the</strong><br />

accounting firm of SyCip Gorres Velayo & Co. from 1974 to 1976.<br />

57


Armin V. Demetillo, 43, Filipino<br />

Director, Chairman of <strong>the</strong> Executive Committee<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such July <strong>17</strong>, 2009 to date<br />

Mr. Demetillo has served as Director and Chairman of <strong>the</strong> Executive Committee of I-Remit,<br />

Inc. since July <strong>17</strong>, 2009. He is <strong>the</strong> Managing Director of Goldleaf Guard Services, Inc. (2002<br />

to date); Executive Vice President, Rapid Security (2002 to date); and vice president, St.<br />

Thomas Security Corporation (2002 to date). Mr. Demetillo is <strong>the</strong> Founding President/Charter<br />

President of <strong>the</strong> Rotary Club of Pasay EDSA, R.I. District 3810. He also served as a member<br />

of <strong>the</strong> Board of Trustees of <strong>the</strong> Rotary Street Children Foundation (2005 to 2007). In 2005 to<br />

2006, he assumed <strong>the</strong> position of Chairman of <strong>the</strong> Board of Virlanie Foundation, Inc. (a street<br />

children foundation supported by Princess Caroline of Monaco, which received an award in<br />

Europe <strong>for</strong> its ef<strong>for</strong>t in protecting children’s rights). He became <strong>the</strong> Faculty Member/Academic<br />

Counselor in College of Business and Economics, De La Salle University (1992 to 2002)<br />

Mr. Demetillo obtained his bachelor of arts degree, major in philosophy cum laude from <strong>the</strong><br />

Saint Joseph Seminary College in 1990.<br />

Harris Edsel D. Jacildo, 50, Filipino<br />

Director, President & Chief Operating Officer<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 8, 2002 to date<br />

Mr. Jacildo joined I-Remit, Inc. as Executive Vice President and Chief Operating Officer in<br />

February 2002. He has been a Director and <strong>the</strong> President and Chief Operating Officer of <strong>the</strong><br />

Company since April 2003. He also currently holds <strong>the</strong> following positions: Director, Sterling<br />

Bank of Asia, Inc. (A Savings Bank) (2006 to date); Director, Lucky Star Management Ltd.<br />

(Hong Kong) (2003 to date); Director, Iremit Global Remittance Ltd. (United Kingdom) (2003 to<br />

date); Director, I-Remit Australia Pty Ltd (2002 to date).<br />

He is also a Trustee of <strong>the</strong> Kabalikat ng Migranteng Pilipino, Inc. (KAMPI) (2006 to date), a<br />

non-stock non-profit organization serving overseas Filipino workers and likewise serves as a<br />

Director of <strong>the</strong> Association of Philippine Private Remittance Services, Inc. (APPRISE) (2007 to<br />

2010), an organization of registered non-bank money remittance companies in <strong>the</strong> Philippines.<br />

Prior to joining I-Remit, he spent 20 <strong>year</strong>s in <strong>the</strong> banking industry where he was initially<br />

working in <strong>the</strong> field of in<strong>for</strong>mation technology while employed by <strong>the</strong> Pacific Banking<br />

Corporation (1982 – 1985). In 1985, he joined <strong>the</strong> remittance division of <strong>the</strong> Rizal Commercial<br />

Banking Corporation (RCBC) where he was a Systems Analyst until 1991 and was <strong>the</strong> head of<br />

its TeleMoney Asia-Pacific operations until 2002.<br />

Mr. Jacildo obtained his bachelor of science degree in applied economics from <strong>the</strong> De La Salle<br />

University in 1982. He also completed <strong>the</strong> basic management program of <strong>the</strong> Asian Institute of<br />

Management in 1991.<br />

Gilbert C. Gaw, 62, Filipino<br />

Director<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. Gaw has been a Director of I-Remit since 2002. He is a business engaged in steel<br />

manufacturing. He is currently a partner of JPSA Global Services (2003 to date), and a<br />

Director of Treasure Steelworks Corporation (2004 to date) and Zhangzhou Stronghold Steel<br />

Works Co., Ltd. (China) (2003 to date).<br />

He obtained his bachelor of science degree in electronics and communications engineering<br />

from <strong>the</strong> University of <strong>the</strong> East in 1973.<br />

58


A. Bayani K. Tan, 56, Filipino<br />

Director<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such May 18, 2007 to date<br />

Atty. Tan was <strong>the</strong> Corporate Secretary of I-Remit from 2001 until 2004 and has been a Director<br />

since May 2007. He is currently a Director and Corporate Secretary of <strong>the</strong> following reporting<br />

companies: First Abacus Financial Holdings Corporation (1994 to date); Sinophil<br />

Corporation (1993 to date); TKC Steel Corporation (2007 to date); Tagaytay Highlands<br />

International Golf Club, Inc. (1993 to date); Destiny Financial Plans, Inc. (2003 to date as<br />

Director and 2009 to date as Corporate Secretary).<br />

Mr. Tan has also been <strong>the</strong> Corporate Secretary and a Director of Sterling Bank of Asia, Inc. (A<br />

Savings Bank) (2007 to date); FHE Properties, Inc. (1995 to date); Club Asia, Inc. (1999 to<br />

date). He is also a Director <strong>for</strong> <strong>the</strong> following private companies: Highlands Gourmet Specialist<br />

Corp. (2006 to date); Destiny LendFund, Inc. (2005 to date); and City Cane Corporation (1993<br />

to date).<br />

He is <strong>the</strong> Corporate Secretary of <strong>the</strong> following companies: Belle Corporation (1994 to date);<br />

Pacific Online Systems Corporation (2007 to date); Vantage Equities, Inc. (1993 to date);<br />

Yehey! Corporation (2004 to date); Philequity Fund, Inc. (1997 to date); Philequity Peso Bond<br />

Fund, Inc. (2000 to date); Philequity Dollar Income Fund, Inc. (1999 to date); Philequity PSE<br />

Index Fund, Inc. (1999 to date); HSAI-Raintree, Inc. (1999 to date); Tagaytay Midlands Golf<br />

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

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

(2006 to date); E-Business Services, Inc. (2001 to date); Hella-Phil., Inc. (1992 to date); JTKC<br />

Equities, Inc. (1998 to date); Good<strong>year</strong> Steel Pipe Corporation (1999 to date); Star Equities<br />

Inc. (2006 to date); Tera Investments, Inc. (2001 to date); The Discovery Leisure Company,<br />

Inc. (2001 to date); Touch Solutions, Inc. (2007 to date); and Karen Marie L. Ty Foundation,<br />

Inc. (1995 to date).<br />

He is a Trustee and <strong>the</strong> Corporate Secretary of Wellington Dee Ty Foundation, Inc. (2004 to<br />

date). He is also a Trustee (2004 to date) and currently is <strong>the</strong> Executive Vice President of UP<br />

Law ’80 Foundation, Inc.<br />

Atty. Tan is also <strong>the</strong> Managing Partner of <strong>the</strong> law firm of Tan Venturanza Valdez. He also<br />

concurrently holds <strong>the</strong> following positions: Managing Director, Shamrock Development<br />

Corporation (1988 to date); Trustee, SC Tan Foundation, Inc. (1986 to date); and Legal<br />

Counsel, Xavier School, Inc. (2005 to date). He is also a lecturer in Center <strong>for</strong> Global<br />

Practices (2009 to date).<br />

In <strong>the</strong> last five <strong>year</strong>s, he has held <strong>the</strong> following positions: Director, Monte Oro Resources and<br />

Energy, Inc. (2005 – 2008); Director, Philequity Fund, Inc. (1997 – 2007); Director, Philequity<br />

Peso Bond Fund, Inc. (2000 – 2007); Director, Philequity Dollar Income Fund, Inc. (1999 –<br />

2007); Director, Philequity PSE Index Fund, Inc. (1999 – 2007); Director, APC Group, Inc.<br />

(1996 – 2006); Director, Metro Manila Turf Club, Inc. (1995 – 2006); Corporate Secretary,<br />

International Exchange Bank (1995 – 2006).<br />

Atty. Tan holds a Master of Laws degree from New York University, USA (class of 1988). He<br />

obtained his Bachelor of Laws degree from <strong>the</strong> University of <strong>the</strong> Philippines in 1980 where he<br />

was a member of <strong>the</strong> Order of <strong>the</strong> Purple Fea<strong>the</strong>r (<strong>the</strong> UP College of Law Honor Society)<br />

having ranked ninth in his class. Atty. Tan was admitted to <strong>the</strong> Philippine Bar in 1981 after<br />

placing sixth in <strong>the</strong> examinations. He also has a Bachelor of Arts Degree (Majored in Political<br />

Science) from San Beda College (class of 1976) from where he graduated class valedictorian<br />

and was awarded <strong>the</strong> medal <strong>for</strong> academic excellence.<br />

59


Ben C. Tiu, 59, Filipino<br />

Director<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such May 18, 2001 to date<br />

Mr. Ben Tiu has been a Director of I-Remit, Inc. since 2001 and has also served as <strong>the</strong><br />

Chairman and Chief Executive Officer of I-Remit, Inc. from 2001 to 2004. He is also <strong>the</strong><br />

Chairman of <strong>the</strong> Boards of Sterling Bank of Asia, Inc. (A Savings Bank) (2007 to date), TKC<br />

Steel Corporation (2007 to date), and The Discovery Leisure Company (<strong>the</strong> group behind <strong>the</strong><br />

Discovery Suites Hotel, The Country Suites at Tagaytay City and Discovery Shores Boracay)<br />

(2001 to date). He is <strong>the</strong> Corporate Nominee in <strong>the</strong> Philippine Stock Exchange of Fidelity<br />

Securities, Inc. (1998 to date). He is also a Director of Iremit Singapore Pte Ltd (2001 to date).<br />

He also concurrently holds <strong>the</strong> following positions: Chairman, Tera Investments, Inc. (2001 to<br />

date); President, JTKC Equities, Inc. (1993 to date); President, Union Pacific Ace Industries,<br />

Inc. (1978 to date); President, Britishwire Industries Corporation (1976 to date); President,<br />

Goodway Marketing Corporation (1998 to date); Executive Vice President, Hotel System Asia,<br />

Inc. (1996 to date); Executive Vice President, JTKC Realty Corporation (1989 to date);<br />

Executive Vice President, Pan Asean Multi Resources Corporation (1976 to date); Executive<br />

Vice President and Treasurer, Aldex Realty Corporation (1982 to date); and Vice President,<br />

Good<strong>year</strong> Steel Pipe Corporation (1976 to date). Mr. Tiu was also <strong>for</strong>merly <strong>the</strong> Vice Chairman<br />

of <strong>the</strong> Board and Chairman of <strong>the</strong> Executive Committee of <strong>the</strong> International Exchange Bank<br />

(1995 – 2006).<br />

He obtained his master in business administration degree from <strong>the</strong> Ateneo de Manila<br />

University Graduate School of Business in 1977 and his bachelor’s degree in mechanical<br />

engineering from <strong>the</strong> Loyola Marymount University, USA in 1975.<br />

John Y. Tiu, Jr., 35, Filipino<br />

Director<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. John Tiu has served as Director of I-Remit since 2002. He is also presently Chairman and<br />

President of Tera Investments, Inc. (2003 to date); and a Director of Sterling Bank of Asia, Inc.<br />

(A Savings Bank) (2007 to date). He is also <strong>the</strong> Director and Treasurer of <strong>the</strong> following<br />

companies: Star Equities Inc. (2006 to date); Touch Solutions, Inc. (2001 to date); JTKC<br />

Equities, Inc. (2003 to date); JTKC Land, Inc. (2003 to date); The Discovery Leisure Company,<br />

Inc. (2001 to date); Cay Islands Corporation; Palawan Cove Corporation; Sonoran<br />

Corporation; Tofino Corporation; Discovery Country Suites, Inc. (2004 to date). He is a<br />

Director of Oakridge Properties, Inc. (2003 to date), Enderun Colleges, Inc., JT Perle<br />

Corporation, One Cerrada Corporation, Sagesoft Solutions, Inc. and Tokyo Holdings, Inc. He<br />

is a Director and President of Sou<strong>the</strong>rn Visayas Property Holdings, Inc. (2003 to date), Director<br />

and First Vice President of JTKC Realty Corporation (2005 to date) and <strong>the</strong> President of<br />

Fidelity Securities, Inc. (2002 to date).<br />

Mr. John Tiu obtained his bachelor of science in electrical engineering degree (minor in<br />

ma<strong>the</strong>matics) from <strong>the</strong> University of Washington, USA in 1998.<br />

60


Ruben C. Tiu, 55, Filipino<br />

Director<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such May 18, 2007 to date<br />

Mr. Ruben Tiu has served as Director of I-Remit from 2002 to 2004 and was reappointed as<br />

such on May 18, 2007. He currently holds <strong>the</strong> following positions: Director, Sterling Bank of<br />

Asia, Inc. (A Savings Bank) (2007 to date); Director, Star Equities Inc. (2006 to date); Director<br />

Tera Investments, Inc. (2001 to date); President, JTKC Realty Corporation (1988 to date);<br />

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

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

President, JTKC Equities, Inc. (1993 to date).<br />

Mr. Ruben Tiu obtained his bachelor of science in business administration degree from <strong>the</strong> De<br />

La Salle University in 1976.<br />

Calixto V. Chikiamco, 61, Filipino<br />

Director<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. Chikiamco has been a Director of I-Remit since 2002. He is a <strong>for</strong>mer columnist of <strong>the</strong><br />

Manila Standard and <strong>the</strong> Manila Times. He has authored two (2) books: “Re<strong>for</strong>ming <strong>the</strong><br />

System” (Orange Publications and Kalikasan Press, 1992) and “Why We Are Who We Are”<br />

(Foundation <strong>for</strong> Economic Freedom, 1998). In 2001, he was awarded by <strong>the</strong> Archdiocese of<br />

Manila <strong>for</strong> <strong>the</strong> Best Business Column (“Agriculture, Not IT”, Manila Standard) in <strong>the</strong> Catholic<br />

Mass Media Awards. He is <strong>the</strong> founder and CEO of Mobilemoco, Inc. ; founder and president<br />

of MRM Studios, Inc., a company involved in mobile entertainment, digital musical services,<br />

and e-commerce (2001 to date). He also concurrently holds <strong>the</strong> following positions: Director,<br />

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

Sunrise (1984 to date); Director, APMC (1985 to date); Director, Foundation <strong>for</strong> Economic<br />

Freedom (1996 to date). He is also involved in several professional and civic organizations<br />

such as <strong>the</strong> Foundation <strong>for</strong> Economic Freedom where he is <strong>the</strong> President. He is also presently<br />

a columnist of Business World and a property rights consultant to <strong>the</strong> Asia Foundation. He is a<br />

member of <strong>the</strong> Philippine Internet Commerce Society and <strong>the</strong> Syracuse University Alumni<br />

Association.<br />

Mr. Chikiamco holds a Master’s degree in Professional Studies in Media Administration from<br />

<strong>the</strong> Syracuse University (New York, USA). He obtained his bachelor’s degree in economics<br />

summa cum laude from <strong>the</strong> De La Salle University.<br />

61


In accordance with <strong>the</strong> requirements of Section 38 of <strong>the</strong> Securities Regulation Code, <strong>the</strong><br />

Revised SRC Rules, and <strong>the</strong> Company’s Manual on Corporate Governance, <strong>the</strong> following<br />

Directors were nominated and elected as Independent Directors of <strong>the</strong> Company during <strong>the</strong><br />

<strong>Annual</strong> Stockholders’ Meeting held on July 29, <strong>2011</strong>:<br />

Jose Joel Y. Pusta, 59, Filipino<br />

Independent Director<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 16, 2002 to date<br />

Mr. Pusta has been a Director of I-Remit since 2002. He was a Director and Vice President of<br />

Confed Properties, Inc. (1997 to 2009). He was also <strong>the</strong> Corporate Secretary and a Trustee<br />

of <strong>the</strong> Kabalikat ng Migranteng Pilipino, Inc. (KAMPI) (2003 to 2009) and <strong>the</strong> President and a<br />

Trustee of <strong>the</strong> Kassel Condominium Corporation (2002 to 2009).<br />

Mr. Pusta obtained his bachelor of science in commerce degree (majored in accounting) from<br />

<strong>the</strong> University of San Carlos in Cebu City in 1974. He has also earned units leading to <strong>the</strong><br />

master in business administration degree at <strong>the</strong> Ateneo de Manila University Graduate School<br />

of Business from 1985 to 1988. He is a certified public accountant (CPA) and a member of <strong>the</strong><br />

Philippine Institute of Certified Public Accountants (PICPA) and <strong>the</strong> Institute of Internal<br />

Auditors, Philippines.<br />

Gregorio T. Yu, 53, Filipino<br />

Director<br />

Director’s Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such May 18, 2007 to date<br />

Mr. Yu was a Director of I-Remit, Inc. from 2001 to 2004 and was re-elected as an<br />

Independent Director of <strong>the</strong> Company on May 18, 2007. He is currently <strong>the</strong> Chairman of CATS<br />

Automobile Corporation (2004 to date), Chairman of CATS Motors, Inc. (2000 to date),<br />

Chairman of CATS Asian Cars, Inc. (Mazda Greenhills) (2004 to date), Director, Prople BPO,<br />

Inc. (<strong>for</strong>merly Summersault, Inc.) (2006 to date), Director and Treasurer of CMB Partners, Inc.<br />

(2003 to date), and President of <strong>the</strong> Domestic Satellite Corporation of <strong>the</strong> Philippines (2001 to<br />

date). He is also <strong>the</strong> Vice Chairman of <strong>the</strong> Board and <strong>the</strong> Chairman of <strong>the</strong> Executive<br />

Committee Sterling Bank of Asia, Inc. (2006 to date) and Chairman and President of Lucky<br />

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

of <strong>the</strong> following companies: National Reinsurance Corporation, (<strong>2011</strong> to date); Ripple E-<br />

Business International, Inc. (2010 to date); Jupiter Systems, Inc. (2001 to date); Wordtext<br />

Systems, Inc. (2001 to date); Yehey, Inc. (2001 to date); Philequity Fund, Inc. (1994 to date)<br />

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

date); Philequity Peso Bond Fund, Inc.; Philequity Strategic Growth Fund, Inc.; Philequity<br />

Foreign Currency Fixed Income Fund, Inc.; Philequity Balanced Fund; and Philequity<br />

Resources Fund, Inc. Mr. Yu is also a Trustee of <strong>the</strong> Government Service Insurance System<br />

(2010 to date). He is also a Board Member of Ballet Philippines (2009 to date) and Manila<br />

Symphony Orchestra (2009 to date), and a Trustee of <strong>the</strong> Xavier School, Inc. (1998 to date)<br />

and a Trustee and <strong>the</strong> Chairman, Ways and Means Committee of <strong>the</strong> Xavier School<br />

Educational and Trust Fund, Inc. (1998 to date).<br />

Mr. Yu was <strong>for</strong>merly <strong>the</strong> President and Chief Executive Officer of Belle Corporation (1989 –<br />

2001). He was also a Director and a Member of <strong>the</strong> Executive Committee of The International<br />

Exchange Bank (1995 – 2006). He was also a Director of <strong>the</strong> following companies: Nexus<br />

Technologies, Inc. (2001 – <strong>2011</strong>); R.S. Lim & Co., Inc. (1997- 2008); and Ivantage Corporation<br />

(1993 – 2006). He was also <strong>the</strong> President of <strong>the</strong> following organizations: Tagaytay Highlands<br />

International Golf Club (1991 – 2001); President, The Country Club and Tagaytay Highlands<br />

(1995 – 2001). He was also <strong>the</strong> President and Chief Executive Officer of Sinophil Corporation<br />

(1993 – 2001) and Pacific Online Systems Corporation (1994 – 2001). He was also <strong>the</strong> Vice<br />

Chairman of Philippine Global Communications (1996 – 2001) and <strong>the</strong> APC Group, Inc. (1994<br />

– 2001). He was also connected with <strong>the</strong> Chase Manhattan Asia Limited as Director of<br />

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

Regional Headquarters as Vice President – Area Credit. He was also a Second Vice<br />

President of <strong>the</strong> Chase Manhattan Bank, NA Manila Offshore Banking Unit from 1983 to 1986.<br />

62


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

and a Lecturer in Economics at Dela Salle University from 1978 to 1980.<br />

Mr. Yu obtained his Master of Business Administration degree from The Wharton School,<br />

Graduate of <strong>the</strong> University of Pennsylvania in 1983. He obtained his bachelor of arts degree in<br />

economics summa cum laude from <strong>the</strong> De La Salle University in 1978.<br />

The above directors shall hold office from <strong>the</strong>ir date of election until <strong>the</strong> next annual<br />

shareholders meeting or <strong>the</strong>ir resignation unless sooner terminated or removed in accordance<br />

with law.<br />

63


The names, ages, citizenship, present positions, previous positions, terms of office, and period<br />

served by <strong>the</strong> Corporate Secretary and <strong>the</strong> Assistant Corporate Secretary are as follows:<br />

Maria Cecilia V. Soria, 35, Filipino<br />

Corporate Secretary<br />

Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such July 29, <strong>2011</strong> to date<br />

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

Corporate Secretary of <strong>the</strong> following companies: Sterling Bank of Asia, Inc., E-Business<br />

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

Inc., Touch Solutions, Inc., and JTKC Equities, Inc. She obtained her Bachelor of Arts degree<br />

in Political Science and Bachelor of Laws degree from <strong>the</strong> University of <strong>the</strong> Philippines in 1998<br />

and 2006, respectively. She is currently an associate of Tan Venturanza Valdez (2010 to<br />

date). She was <strong>for</strong>merly connected with Reyes-Fajardo & Associates (2009 – 2010), SGV &<br />

Co. (a member practice of Ernst & Young) (2008 – 2009), and Medialdea Ata Bello & Guevarra<br />

law office (2007 – 2008). She was admitted to <strong>the</strong> Philippine bar in May 2007.<br />

Darlene R. Vivas, 29, Filipino<br />

Assistant Corporate Secretary<br />

Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such July 29, <strong>2011</strong> to date<br />

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

Assistant Corporate Secretary of <strong>the</strong> following companies: Jolliville Holdings Corporation; The<br />

Country Club at Tagaytay Highlands, Inc.; and Tagaytay Midlands Golf Club Inc. She obtained<br />

her bachelor of arts degree in political science from <strong>the</strong> University of <strong>the</strong> Philippines and<br />

bachelor of laws degree from San Beda College of Law in 2003 and 2009, respectively. She is<br />

currently an associate of Tan Venturanza Valdez (<strong>2011</strong> to date). She was <strong>for</strong>merly connected<br />

with Pizarras & Associates (2009 – 2010) and Santos Parungao Aquino Abejo & Santos law<br />

office (2010). She was admitted into <strong>the</strong> Philippine bar in May 2010.<br />

64


The names, ages, citizenship, present positions, previous positions, terms of office, and period<br />

served of all Executive Officers are as follows:<br />

Bansan C. Choa, 57, Filipino<br />

Director, Chairman and Chief Executive Officer<br />

Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such 2005 to date<br />

(see above <strong>for</strong> business experience and positions held under “Directors”)<br />

Harris Edsel D. Jacildo, 50, Filipino<br />

Director, President and Chief Operating Officer<br />

Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such February 4, 2002 to date<br />

(see above <strong>for</strong> business experience and positions held under “Directors”)<br />

Ronald A. Benito, 42, Filipino<br />

Senior Vice President & Head, International Treasury<br />

Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such November 15, 2010 to date<br />

Mr. Benito joined I-Remit, Inc. in 2010 and currently heads <strong>the</strong> Company’s international<br />

treasury unit in charge of trading its <strong>for</strong>eign currencies. He was previously connected with<br />

ICAP AP (Singapore) as director of new business initiatives(2007-2010) and vice president<br />

and deputy treasurer of Banco Santander Central Hispano (2001-2004)<br />

He obtained his bachelor of arts degree in economics cum laude from <strong>the</strong> University of Santo<br />

Tomas in 1991. He obtained his master of arts degree in international relations (school of<br />

politics) in 2005 from <strong>the</strong> University of Durham, United Kingdom and his master of science<br />

degree in economics and international business in 2007 from City University London.<br />

Ma. Elizabeth G. Yao, 41, Filipino<br />

Senior Vice President & Head, Service and Operations Division<br />

Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such August 12, 2002 to date<br />

Ms. Yao joined I-Remit in 2002 and has since been in charge of its Service and Operations<br />

Division. She was previously an equities sales officer of Belson Securities, Inc. (1997 – 2002).<br />

She was previously connected with <strong>the</strong> institutional sales group of Belson PrimeEast Capital<br />

(1996 – 1997) and was also a money market trader of <strong>the</strong> Security Bank Corporation (1995 –<br />

1996).<br />

She obtained her bachelor’s degree in business administration from <strong>the</strong> University of <strong>the</strong><br />

Philippines in 1994. She also att<strong>ended</strong> <strong>the</strong> business administration program of <strong>the</strong> University<br />

of New Mexico (USA) from 1988 to 1990.<br />

Bernadette Cindy C. Tiu, 33, Filipino<br />

First Vice President & Chief Financial Officer; Head, Finance Division<br />

Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such April 1, 2005 to date<br />

Ms. Tiu has been <strong>the</strong> Chief Financial Officer of I-Remit since 2006. She was previously <strong>the</strong><br />

Finance Manager of IRemit Global Remittance Limited in <strong>the</strong> United Kingdom (2003) and<br />

International Remittance (Canada) Ltd. (2004), both wholly-owned subsidiaries of <strong>the</strong><br />

Company. She joined I-Remit, Inc. in Manila in 2005 as Treasurer and Corporate Governance<br />

Head.<br />

65


She obtained her bachelor’s degree in business administration (majored in accounting and<br />

finance) from <strong>the</strong> Boston University School of Management in 2001.<br />

Fitzgerald S. Duba, 47, Filipino<br />

Vice President & Compliance Officer; Head, Corporate Affairs and In<strong>for</strong>mation Division<br />

Term of Office July 29, <strong>2011</strong> until <strong>the</strong> next annual stockholders’ meeting<br />

Period Served as Such November 16, 2007 to date<br />

Mr. Duba was a Vice President and <strong>the</strong> head of <strong>the</strong> Corporate Strategy Division of <strong>the</strong> Rizal<br />

Commercial Banking Corporation (RCBC) from 2002 to 2005, where he was employed <strong>for</strong> 12<br />

<strong>year</strong>s. He was also a management consultant in <strong>the</strong> Management Services Division of SyCip<br />

Gorres Velayo & Co (SGV) and later, <strong>the</strong> Manila office of Andersen Consulting.<br />

He obtained his bachelor’s degree in industrial engineering from <strong>the</strong> University of <strong>the</strong><br />

Philippines in 1987 and completed <strong>the</strong> basic banking course of <strong>the</strong> Asian Institute of<br />

Management in 1996. He also completed <strong>the</strong> corporate governance seminar of <strong>the</strong> Bangko<br />

Sentral ng Pilipinas (BSP) in 2000. He is a member of <strong>the</strong> Philippine Institute of Industrial<br />

Engineers.<br />

66


(2) Significant Employees<br />

There is no person o<strong>the</strong>r than <strong>the</strong> entire human resources as a whole, and <strong>the</strong> executive<br />

officers who are expected to make a significant contribution to <strong>the</strong> Company.<br />

(3) Family Relationships<br />

Directors Ben C. Tiu, John Y. Tiu, Jr. and Ruben C. Tiu are bro<strong>the</strong>rs. Bernadette Cindy C. Tiu,<br />

First Vice President and Chief Financial Officer of <strong>the</strong> Company, is a daughter of Director Ben<br />

C. Tiu.<br />

There are no o<strong>the</strong>r family relationships among <strong>the</strong> directors or <strong>the</strong> officers listed.<br />

67


(4) Involvement in Certain Legal Proceedings<br />

As a result of <strong>the</strong> delay in <strong>the</strong> delivery of <strong>the</strong> facilities of <strong>the</strong> Universal Leisure Club, Inc.<br />

(ULCI), some of its members have initiated legal actions against ULCI, <strong>the</strong> Universal Rightfield<br />

Property Holdings, Inc. (URPHI) and <strong>the</strong> Universal Leisure Corp. (ULCorp), as well as <strong>the</strong>ir<br />

respective incumbent and <strong>for</strong>mer officers and directors, including <strong>the</strong>ir <strong>for</strong>mer Corporate<br />

Secretary, A. Bayani K. Tan. The cases filed include:<br />

i. Civil actions <strong>for</strong> breach of contract and/or of contract, specific per<strong>for</strong>mance, quieting of<br />

title and reimbursement, damages with request <strong>for</strong> receivership and preliminary<br />

attachment (Civil Case Nos. MC03-075, MC03-077, and MC04-082) be<strong>for</strong>e <strong>the</strong> RTC of<br />

Mandaluyong City, which cases have been settled and <strong>the</strong> RTC Mandaluyong has, on 08<br />

February 2006, promulgated a Joint Decision approving <strong>the</strong> Settlement Agreement,<br />

Supplemental Agreement, and Second Supplemental Agreement re: Civil Case Nos.<br />

MC03-077 and MC04-082. RTC Mandaluyong, noting <strong>the</strong> settlement of Civil Case Nos.<br />

MC03-077 and MC04-082, likewise issued an Order dated 18 May 2006 re: Civil Case<br />

No. MC-075 holding that <strong>the</strong> a<strong>for</strong>ementioned settlement agreement likewise puts an end<br />

to Civil Case No. MC03-075, as it involves substantially similar factual antecedents, and<br />

holding fur<strong>the</strong>r that <strong>the</strong> complaint and counterclaims of <strong>the</strong> parties are withdrawn with<br />

prejudice. While <strong>the</strong> main cases have been settled, a group of ULCI members who were<br />

not included in <strong>the</strong> settlement and are not in favor of its terms have initiated suit to nullify<br />

<strong>the</strong> same. RTC Mandaluyong has rejected such moves to assail <strong>the</strong> settlement,<br />

prompting said group to elevate <strong>the</strong>ir complaint to <strong>the</strong> Court of Appeals. The Court of<br />

Appeals partially granted <strong>the</strong> group’s prayer and revived <strong>the</strong> writs of attachment and<br />

garnishment but only to such extent as to cover <strong>the</strong> remaining claims. Respondents filed<br />

a timely petition with <strong>the</strong> Supreme Court, where it is currently pending.<br />

ii. A Complaint <strong>for</strong> Estafa (docketed as I.S. No. 08-K-19713) filed be<strong>for</strong>e <strong>the</strong> City Prosecutor<br />

of Manila. A Counter-Affidavit has already been filed be<strong>for</strong>e <strong>the</strong> City Prosecutor seeking<br />

to dismiss <strong>the</strong> Complaint <strong>for</strong> lack of cause of action.<br />

Except as provided above, <strong>the</strong> Company is not aware of any of <strong>the</strong> following events wherein<br />

any of its directors, executive officers, nominees <strong>for</strong> election as director, executive officers,<br />

underwriter or control persons were involved during <strong>the</strong> past five (5) <strong>year</strong>s up to <strong>the</strong> latest date.<br />

(1) Any bankruptcy petition filed by or against any business of which any of <strong>the</strong> above<br />

persons was a general partner or executive officer ei<strong>the</strong>r at <strong>the</strong> time of bankruptcy or<br />

within two <strong>year</strong>s prior to that time;<br />

(2) Any order or judgment, or decree, not subsequently reversed, susp<strong>ended</strong> or vacated,<br />

of any court of competent jurisdiction, domestic or <strong>for</strong>eign, permanently or temporarily<br />

enjoining, barring, suspending or o<strong>the</strong>rwise limiting <strong>the</strong> involvement of any of <strong>the</strong><br />

above persons in any type of business, securities, commodities, or banking activities;<br />

and<br />

(3) Any findings by a domestic or <strong>for</strong>eign court of competent jurisdiction (in civil action), <strong>the</strong><br />

SEC or comparable <strong>for</strong>eign body, or a domestic or <strong>for</strong>eign exchange or electronic<br />

marketplace or self-regulatory organization, that any of <strong>the</strong> above persons has violated<br />

a securities or commodities law, and <strong>the</strong> judgment has not been reversed, susp<strong>ended</strong>,<br />

or vacated.<br />

The Company and its major subsidiaries and associates are not involved in, nor are any of<br />

<strong>the</strong>ir properties subject to, any material legal proceedings that could potentially affect <strong>the</strong>ir<br />

operations and financial capabilities.<br />

68


Item 10. Executive Compensation<br />

(B) Executive Compensation<br />

(1) Summary Compensation Table<br />

The following table summarizes <strong>the</strong> aggregate compensation paid or accrued during <strong>the</strong> last<br />

two (2) calendar <strong>year</strong>s and to be paid in <strong>the</strong> ensuing calendar <strong>year</strong> to <strong>the</strong> Company’s Chief<br />

Executive Officer and four (4) o<strong>the</strong>r most highly compensated officers:<br />

Year Name Principal Position<br />

2012<br />

(Estimate)<br />

<strong>2011</strong><br />

(Actual)<br />

2010<br />

(Actual)<br />

(2) Compensation of Directors<br />

Bansan C. Choa Chairman & CEO<br />

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

Ma. Elizabeth G. Yao SVP<br />

Ronald A. Benito SVP<br />

Bernadette Cindy C. Tiu FVP & CFO<br />

69<br />

Aggregate<br />

Compensation<br />

9,745,799.32<br />

All o<strong>the</strong>r officers and directors as a group unnamed 12,196,840.85<br />

Bansan C. Choa Chairman & CEO<br />

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

Ma. Elizabeth G. Yao SVP<br />

9,346,922.42<br />

Ronald A. Benito SVP<br />

Bernadette Cindy C. Tiu FVP & CFO<br />

All o<strong>the</strong>r officers and directors as a group unnamed 11,541,657.95<br />

Bansan C. Choa Chairman & CEO<br />

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

Ma. Elizabeth G. Yao SVP<br />

8,658,723.75<br />

Ronald A. Benito SVP<br />

Bernadette Cindy C. Tiu FVP & CFO<br />

All o<strong>the</strong>r officers and directors as a group unnamed 9,593,788.01<br />

The directors receive per diems <strong>for</strong> attendance in meetings of <strong>the</strong> Board but do not receive<br />

compensation from <strong>the</strong> Company <strong>for</strong> services rendered. There are no o<strong>the</strong>r standard<br />

arrangements, including consultancy contracts, pursuant to which any Director of <strong>the</strong> Company<br />

was compensated, or is to be compensated, directly or indirectly, <strong>for</strong> any services provided as<br />

a Director, including any additional amounts payable <strong>for</strong> committee participation, or special<br />

assignments, during <strong>the</strong> Company’s last completed fiscal <strong>year</strong>, and <strong>the</strong> ensuing <strong>year</strong>.<br />

(3) Employment Contracts and Termination of Employment and Change-in-Control Arrangements<br />

There was no compensatory plan or arrangement with respect to named Executive Officers<br />

that resulted or will result from <strong>the</strong> resignation, retirement or termination of such executive<br />

officer from a change-in-control of <strong>the</strong> Company.<br />

(4) Warrants and Options Outstanding: Repricing<br />

No warrants or options on <strong>the</strong> Company’s shares of stock have been issued to <strong>the</strong> Directors or<br />

Executive Officers as a <strong>for</strong>m of compensation <strong>for</strong> services rendered.


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

(1) Security Ownership of Certain Record and Owners<br />

The following are known to <strong>the</strong> registrant to be directly or indirectly <strong>the</strong> record or beneficial owner of<br />

more than five per cent (5%) of registrant’s voting securities (registrant has only one class of voting<br />

security, i.e., common shares) as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>:<br />

Class<br />

Name and Address of Record<br />

Owner and Relationship with<br />

Issuer<br />

Common PCD Nominee Corporation<br />

G/F Makati Stock Exchange<br />

Building, 6767 Ayala Avenue,<br />

Makati City<br />

(stockholder)<br />

Common Star Equities Inc.<br />

2/F JTKC Center<br />

2155 Pasong Tamo<br />

Makati City<br />

Common Surewell Equities, Inc.<br />

690-A Quirino Ave.<br />

Tambo, Paranaque City<br />

Common JTKC Equities, Inc.<br />

2/F JTKC Center<br />

2155 Pasong Tamo<br />

Makati City<br />

Name and Address of<br />

Beneficial Owner and<br />

Relationship with<br />

Number of Per cent<br />

Record Owner Citizenship Shares Held<br />

(Please see note below) Filipino 240,775,288¹ 38.9777%<br />

Same as record owner Filipino <strong>17</strong>4,260,047 28.2099%<br />

Same as record owner Filipino 134,248,290 21.7327%<br />

Same as record owner Filipino 47,771,295 7.7334%<br />

NOTE: PCD Nominee Corporation (“PCDNC”) is a wholly-owned subsidiary of <strong>the</strong> Philippine Central Depository, Inc. The<br />

beneficial owners of such shares of <strong>the</strong> Company registered under <strong>the</strong> name of PCDNC are PCD’s participants who hold <strong>the</strong><br />

shares in <strong>the</strong>re own behalf or in behalf of <strong>the</strong>ir clients. No PCD participant currently owns more than five per cent (5%) of<br />

<strong>the</strong> Corporation’s shares <strong>for</strong>ming part of <strong>the</strong> PCNDC account except Fidelity Securities, Inc., viz:<br />

Class<br />

Common<br />

Name and Address of Owner<br />

and Relationship with Issuer Citizenship Number of Shares Per cent Held<br />

Fidelity Securities, Inc.*<br />

2/F JTKC Centre<br />

2155 Pasong Tamo, Makati City<br />

Filipino 146,307,994² 23.6849%<br />

* Fidelity Securities, Inc. (“Fidelity”) is a registered broker and dealer in securities and holds <strong>the</strong> shares of <strong>the</strong> Company in favor of beneficial<br />

owners who hold <strong>the</strong> shares in <strong>the</strong>ir own behalf or on behalf of <strong>the</strong>ir respective clients.<br />

Includes 4,873,000 and 10,000,000 Treasury shares purchased from <strong>the</strong> stock market under <strong>the</strong> Buy-back Program that were approved by<br />

<strong>the</strong> Board on September 16, <strong>2011</strong> and August 15, 2008, respectively.<br />

2 Includes 68,839,952 shares in favor of beneficial owner JTKC Equities, Inc. which owns a total of 116,611,247 shares or per cent held of<br />

18.8775%.<br />

70


(2) Security Ownership of Management (Individual Directors and Executive Officers)<br />

Title of<br />

Nature of Legal &<br />

Per cent of<br />

Class Name of Beneficial Owner Number of Shares Beneficial Ownership Citizenship Class<br />

Common Bansan C. Choa 855,800 Direct Filipino 0.13854%<br />

550,000 Indirect 0.08904%<br />

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

Common Harris Edsel D. Jacildo <strong>17</strong>,930 Direct Filipino 0.00290%<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 154,990 Direct Filipino 0.02509%<br />

466,950 Indirect 0.07559%<br />

The aggregate number of shares owned of record by all Directors and Executive Officers as a group<br />

named herein as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> is 5,359,226 common shares or approximately 0.87% of <strong>the</strong><br />

Company’s common shares. This includes <strong>the</strong> indirect ownership of 924,500 shares representing<br />

0.16% of total outstanding and issued common shares.<br />

(3) Voting Trust of 5% or More<br />

The Company is not aware of any voting trust agreement executed granting any person <strong>the</strong> right to<br />

exercise <strong>the</strong> voting rights of a holder of 5% or more of <strong>the</strong> securities.<br />

(4) Changes In Control<br />

There are no arrangements, existing or o<strong>the</strong>rwise, which may result in a change in control of <strong>the</strong><br />

Company.<br />

71


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

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

o<strong>the</strong>r party or exercise significant influence over <strong>the</strong> o<strong>the</strong>r party in making financial and operating<br />

decisions. Parties are also considered to be related if <strong>the</strong>y are subject to common control or<br />

common significant influence. Related parties may be individuals or corporate entities.<br />

In <strong>the</strong> ordinary course of business, <strong>the</strong> Group transacts with its related parties. Under <strong>the</strong> Group’s<br />

existing policies, <strong>the</strong>se transactions are made substantially on <strong>the</strong> same terms and conditions as<br />

transactions with o<strong>the</strong>r individuals and businesses of comparable risks. The Group engages in<br />

transactions with related parties consisting primarily of <strong>the</strong> following:<br />

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

<strong>2011</strong> 2010<br />

Hwa Kung Hong & Co., Ltd. (HKHCL) PHP46,127,251 PHP33,202,567<br />

IRemit Singapore Pte Ltd (ISPL) 24,463,777 25,080,948<br />

PHP70,591,028 PHP58,283,515<br />

(b) The Parent Company, as Lessor, entered into four (4) Lease Agreements (please refer to Item 2.<br />

Properties), covering its occupancy of its offices at <strong>the</strong> 25 th , 26 th and 27 th floors of <strong>the</strong> Discovery Center, at<br />

No. 25 ADB Avenue, Ortigas Center, Pasig City, with Oakridge Properties, Inc., a related party by virtue of<br />

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

Properties, Inc.<br />

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

two (2) <strong>year</strong>s. Mr. Bansan C. Choa, Chairman and Chief Executive Officer, is a shareholder in this company.<br />

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

amounting to PHP118.6 million and PHP129.7 million as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively.<br />

These deposits earned PHP0.43 million and PHP1.12 million interest income in <strong>2011</strong> and 2010, respectively.<br />

In <strong>2011</strong> and 2010, <strong>the</strong> Company has funded its retirement plan amounting to PHP 6.9 million and PHP 5.2<br />

million, respectively, and maintained with Sterling Bank of Asia. The said bank’s majority shareholders are:<br />

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

In <strong>the</strong> normal course of doing business, <strong>the</strong>re were occasions when <strong>the</strong> stockholders would be advancing<br />

funds <strong>for</strong> working capital requirements of <strong>the</strong> Company. Reciprocally, <strong>the</strong>re would also be occasions when<br />

<strong>the</strong> Company would have excess funds and would employ <strong>the</strong>se to advance funds to some of its affiliates,<br />

payable on demand. In prior <strong>year</strong>s, advances were made to <strong>for</strong>eign offices which, as <strong>the</strong>se still in <strong>the</strong><br />

process of starting <strong>the</strong>ir commercial operations, were <strong>the</strong>n owned by <strong>the</strong> stockholders or associates or<br />

companies owned by <strong>the</strong> stockholders. The funds were <strong>the</strong>n used ei<strong>the</strong>r as working capital, to maintain cash<br />

balances in bank accounts or <strong>for</strong> provision of cash bonds. Presently, <strong>the</strong>se <strong>for</strong>eign offices are ei<strong>the</strong>r<br />

subsidiaries or affiliates of I-Remit.<br />

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

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

remittance transactions. These also consist of advances made to subsidiaries, associates, and affiliates <strong>for</strong><br />

working capital to maintain cash balances in bank accounts and to cover o<strong>the</strong>r financial and operating<br />

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

made to cover financial and operating requirements are due on demand.<br />

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

<strong>the</strong> following are <strong>the</strong> <strong>year</strong>end balances in respect of transactions with related parties which were<br />

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

<strong>2011</strong> 2010<br />

Due from related parties - Associates:<br />

IRemit Singapore Pte Ltd (ISPL) PHP16,034,603 PHP16,104,921<br />

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

PHP25,020,726 PHP26,992,977<br />

Due to related parties – Directors: PHP- PHP1,4<strong>31</strong>,156<br />

72


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 <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, no provision <strong>for</strong> credit losses has been recognized <strong>for</strong> <strong>the</strong><br />

amounts due from related parties.<br />

In 2010, <strong>the</strong> Parent Company recognized dividend income amounting PHP0.6 million from<br />

dividends declared by IRemit Singapore Pte Ltd.<br />

The compensation of <strong>the</strong> key management personnel of <strong>the</strong> Group in <strong>2011</strong> and 2010 are as<br />

follows:<br />

<strong>2011</strong> 2010<br />

Short-term employee benefits PHP27,036,984 PHP21,059,4<strong>31</strong><br />

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

PHP28,608,428 PHP21,608,972<br />

The law firm of Tan Venturanza Valdez is among <strong>the</strong> firms engaged by <strong>the</strong> Company to render legal services.<br />

Atty. A. Bayani K. Tan, a Director of <strong>the</strong> Company, is a managing partner of this firm while Atty. Maria Cecilia<br />

V. Soria, <strong>the</strong> current Corporate Secretary, Atty. Nancy Joan M. Javier, <strong>for</strong>mer Corporate Secretary, and Atty.<br />

Darlene R. Vivas, Assistant Corporate Secretary are associates. During <strong>the</strong> <strong>year</strong>, <strong>the</strong> Company paid Tan<br />

Venturanza Valdez certain legal fees that <strong>the</strong> Company believes to be reasonable <strong>for</strong> <strong>the</strong> services rendered.<br />

73


Item 13. Corporate Governance<br />

PART IV. CORPORATE GOVERNANCE<br />

I-Remit practices <strong>the</strong> principles of good corporate governance – transparency, accountability, fairness, and<br />

responsibility – in reporting financial and non-financial in<strong>for</strong>mation about its activities and in its manner of<br />

conducting business with its customers, investors, staff, stockholders, and its various publics.<br />

The basic foundation and framework <strong>for</strong> corporate governance of I-Remit, Inc. is contained in its Articles of<br />

Incorporation and its By-Laws and in <strong>the</strong>ir subsequent amendments.<br />

In ensuring adherence to <strong>the</strong> principles of good corporate governance, <strong>the</strong> Board establishes <strong>the</strong> vision,<br />

strategic direction, key objectives, and <strong>the</strong> major policies and procedures <strong>for</strong> <strong>the</strong> management of <strong>the</strong><br />

Company. The Board also ensures that internal control mechanisms are in place and adequate <strong>for</strong> good<br />

governance.<br />

Manual on Corporate Governance<br />

On June 22, 2007, <strong>the</strong> Board of Directors approved and adopted <strong>the</strong> Company’s Manual on Corporate<br />

Governance (“Manual”) pursuant to SEC Memorandum Circular No. 2, Series of 2002 issued by <strong>the</strong><br />

Securities and Exchange Commission on April 5, 2002. The Manual contains <strong>the</strong> principles of good<br />

corporate governance and best practices and is int<strong>ended</strong> to be kept updated with new governance-related<br />

regulatory issuances. The Manual also established and defined <strong>the</strong> responsibilities and functions of <strong>the</strong><br />

Board and various Board committees necessary <strong>for</strong> good corporate governance, i.e., Audit Committee;<br />

Compensation and Remuneration Committee; and <strong>the</strong> Nominations Committee. The Manual also defines <strong>the</strong><br />

functions of <strong>the</strong> Corporate Secretary and prescribes <strong>the</strong> roles of <strong>the</strong> Company’s external and internal<br />

auditors.<br />

On February 18, <strong>2011</strong>, <strong>the</strong> Board of Directors adopted <strong>the</strong> Company’s Revised Manual on Corporate<br />

Governance in compliance with SEC Memorandum Circular No. 6, Series of 2009: Revised Code of<br />

Corporate Governance.<br />

In addition, <strong>the</strong> Company also has a Conduct, Discipline and Ethics (CODE) Manual that was first adopted on<br />

May 1, 2004 and subsequently revised on July 7, 2004. This manual contains guidelines on matters<br />

involving work per<strong>for</strong>mance; professionalism; behavior and dealings with employees, directors, customers,<br />

and business partners; and handling of assets, records and in<strong>for</strong>mation. This manual is in <strong>the</strong> process of<br />

being revised to include standards on matters of good corporate governance such as insider trading and <strong>the</strong><br />

avoidance of conflict of interest situations.<br />

Independent Directors<br />

In accordance with SEC Memorandum Circular No. 16 Series of 2002, Guidelines on <strong>the</strong> Nomination and<br />

Election of Independent Directors, two (2) of <strong>the</strong> eleven members of <strong>the</strong> Board of Directors are Independent<br />

Directors in <strong>the</strong> persons of Messrs. Jose Joel Y. Pusta and Gregorio T. Yu.<br />

As used in Section 38 of <strong>the</strong> SRC, an independent director is a person who, apart from his fees and<br />

shareholdings, is independent of management and free from any business or o<strong>the</strong>r relationship which could,<br />

or could reasonably be perceived to, materially interfere with his exercise of independent judgment in<br />

carrying out his responsibilities as a Director of <strong>the</strong> Company.<br />

In accordance with SEC Notice on Certificate of Qualification dated October 20, 2006, <strong>the</strong> Independent<br />

Directors of I-Remit have, on August 1 and 12, <strong>2011</strong>, executed sworn Certifications of Independent Directors<br />

stating that <strong>the</strong>y possess all <strong>the</strong> qualifications and none of <strong>the</strong> disqualifications to serve as Independent<br />

Directors of <strong>the</strong> Parent Company, as provided <strong>for</strong> in Section 38 of <strong>the</strong> Securities Regulation Code. The<br />

Certifications of Independent Directors have been submitted to <strong>the</strong> Securities and Exchange Commission on<br />

August 16, <strong>2011</strong>.<br />

74


Committees of <strong>the</strong> Board of Directors<br />

In aid of good corporate governance, <strong>the</strong> Company’s Board created each of <strong>the</strong> following committees and<br />

appointed Board members <strong>the</strong>reto during <strong>the</strong> organizational meeting of <strong>the</strong> Board on July 29, <strong>2011</strong>. Each<br />

member of <strong>the</strong>ir respective committees named below began holding office on July 29, <strong>2011</strong> and will serve<br />

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

Executive Committee<br />

Except as provided in Section 35 of <strong>the</strong> Corporation Code, <strong>the</strong> Executive Committee has and<br />

exercises all such powers as may be delegated to it by <strong>the</strong> Board. It acts on matters in accordance<br />

with <strong>the</strong> authorities granted to it in case a full Board meeting cannot be convened. The The actions<br />

and decisions of <strong>the</strong> Executive Committee are reported to and are ratified by <strong>the</strong> Board.<br />

The Executive Committee is composed of <strong>the</strong> following: Mr. Armin V. Demetillo as Chairman, and<br />

Messrs. Bansan C. Choa, Gilbert C. Gaw, Harris E. D. Jacildo, and Ben C. Tiu as Members.<br />

Audit Committee<br />

The Audit Committee is responsible in assisting <strong>the</strong> Board in its fiduciary responsibilities by providing<br />

an independent and objective assurance to I-Remit’s management and shareholders of <strong>the</strong><br />

continuous improvement of <strong>the</strong> Company’s risk management systems and business operations, and<br />

<strong>the</strong> proper safeguarding and use of <strong>the</strong> Company’s resources and assets. It also ensures that <strong>the</strong><br />

Board will take appropriate corrective action in addressing control and compliance issues of <strong>the</strong><br />

Company.<br />

I-Remit’s Audit Committee shall have no less than three (3) members at least two (2) of whom are<br />

Independent Directors, one of whom shall serve as <strong>the</strong> Committee’s Chairman. The Committee<br />

reports to <strong>the</strong> Board and meets at twice every month.<br />

The Audit Committee is composed of <strong>the</strong> following: Mr. Gregorio T. Yu (Independent Director) as<br />

Chairman, and Messrs. Bansan C. Choa, John Y. Tiu, and Harris D. Jacildo as Members.<br />

Compensation and Remuneration Committee<br />

The Remuneration and Compensation Committee is responsible <strong>for</strong> objectively recommending a<br />

<strong>for</strong>mal and transparent framework of remuneration and evaluation <strong>for</strong> <strong>the</strong> members of <strong>the</strong> Board and<br />

<strong>the</strong> Company’s Executive Officers. The committee is also responsible <strong>for</strong> providing oversight on <strong>the</strong><br />

remuneration of <strong>the</strong> Executive Officers and o<strong>the</strong>r key personnel and <strong>for</strong> ensuring that compensation is<br />

always consistent with <strong>the</strong> Company’s culture, corporate strategy and control environment.<br />

The Compensation and Remuneration Committee is composed of three (3) members of <strong>the</strong> Board,<br />

one of whom is an Independent Director. The committee is composed of <strong>the</strong> following: Messrs.<br />

Bansan C. Choa, Armin V. Demetillo, and Gregorio T. Yu (Independent Director).<br />

75


Nomination Committee<br />

The Nomination Committee is responsible <strong>for</strong> implementing a process that ensures that all Directors<br />

to be nominated <strong>for</strong> election at <strong>the</strong> <strong>Annual</strong> Stockholders’ Meeting are all qualified and have none of<br />

<strong>the</strong> disqualifications <strong>for</strong> Directors as provided in <strong>the</strong> Company’s By-Laws and Manual on Corporate<br />

Governance. The committee provides <strong>the</strong> shareholders with an independent and objective evaluation<br />

and assurance that <strong>the</strong> members of <strong>the</strong> Board will foster <strong>the</strong> Company’s long-term success and<br />

competitiveness. The Nomination Committee is also responsible <strong>for</strong> reviewing and evaluating <strong>the</strong><br />

qualifications of all persons nominated to positions requiring appointment by <strong>the</strong> Board and <strong>for</strong><br />

assessing <strong>the</strong> Board’s effectiveness in directing <strong>the</strong> process of reviewing and replacing Board<br />

members. The committee is also responsible <strong>for</strong> reviewing <strong>the</strong> qualifications of executives prior to<br />

movement, promotion, or hiring.<br />

The By-Laws of <strong>the</strong> Company require that all nominations <strong>for</strong> Directors shall be submitted to <strong>the</strong><br />

Nomination Committee by any stockholder of record on or be<strong>for</strong>e January 30 of each <strong>year</strong> to allow <strong>for</strong><br />

sufficient time to assess and evaluate <strong>the</strong> qualifications of <strong>the</strong> nominees. All nominations <strong>for</strong><br />

Independent Directors shall be signed by <strong>the</strong> nominating stockholder and shall bear <strong>the</strong> acceptance<br />

and con<strong>for</strong>mity of <strong>the</strong> persons nominated.<br />

The Company’s Nomination Committee is composed of three (3) members of <strong>the</strong> Board, including one<br />

(1) independent director and one non-voting member in <strong>the</strong> person of <strong>the</strong> Human Resources<br />

Manager. The Company’s Nomination Committee reports directly to <strong>the</strong> Board and meets whenever<br />

necessary to review and evaluate <strong>the</strong> qualifications of all persons nominated to <strong>the</strong> Board as well as<br />

those nominated to o<strong>the</strong>r positions requiring appointment by <strong>the</strong> Board.<br />

The Nomination Committee is composed of Messrs. Bansan C. Choa, Armin V. Demetillo, and<br />

Gregorio T. Yu (Independent Director), and Ms. Ca<strong>the</strong>rine M. Chan (Head, Human Capital<br />

Management Department).<br />

76


<strong>Report</strong> on Attendance of Corporate Governance Seminars by Members of <strong>the</strong> Board of Directors<br />

The following is an updated report on <strong>the</strong> attendance by <strong>the</strong> Directors of <strong>the</strong> Company of Corporate<br />

Governance Seminars:<br />

Name of Director Date/s Att<strong>ended</strong> Institution<br />

1 Chikiamco, Calixto V. Jan. 8, 2008 De La Salle Professional Schools, Inc.<br />

Graduate School of Business, Makati City<br />

2 Choa, Bansan C. Jun. 4 & 5, 2003 Rural Bankers’ Research and Development<br />

Foundation, Inc., Academy <strong>for</strong> Banking in <strong>the</strong><br />

Countryside, Manila (<strong>for</strong> <strong>the</strong> directors of GMA<br />

Rural Bank of Cavite)<br />

3 Gaw, Gilbert C. Jan. 8, 2008 De La Salle Professional Schools, Inc.<br />

Graduate School of Business, Makati City<br />

4 Jacildo, Harris E. D. May 24 & 25, 2007 Development Finance Institute, Makati City<br />

5 Pusta, Jose Joel Y. (Independent) Jan. 30 & <strong>31</strong>, 2003 De La Salle Professional Schools, Inc.<br />

Graduate School of Business, Makati City<br />

6 Demetillo, Armin V. July 30 & <strong>31</strong>, 2009 Development Finance Institute/Bangko Sentral<br />

ng Pilipinas, Makati City<br />

7 Tan, A. Bayani K. Oct. <strong>17</strong> & Dec. <strong>17</strong>, 2001 Institute of Corporate Directors, Makati City<br />

(<strong>for</strong> <strong>the</strong> directors of The International<br />

Exchange Bank)<br />

8 Tiu, Ben C. Oct. <strong>17</strong> & Dec. <strong>17</strong>, 2001 Institute of Corporate Directors, Makati City<br />

(<strong>for</strong> <strong>the</strong> directors of The International<br />

Exchange Bank)<br />

9 Tiu, John Jr. Y. Oct. <strong>17</strong> & Dec. <strong>17</strong>, 2001 Institute of Corporate Directors, Makati City<br />

(<strong>for</strong> <strong>the</strong> directors of The International<br />

Exchange Bank)<br />

10 Tiu, Ruben C. Oct. <strong>17</strong> & Dec. <strong>17</strong>, 2001 Institute of Corporate Directors, Makati City<br />

(<strong>for</strong> <strong>the</strong> directors of The International<br />

Exchange Bank)<br />

11 Yu, Gregorio T. (Independent) Dec. <strong>17</strong>, 2002 Institute of Corporate Directors, Makati City<br />

77


Evaluation System<br />

The Company also adopted an evaluation system based on a self-assessment rating questionnaire to<br />

determine <strong>the</strong> extent of compliance with <strong>the</strong> provisions of <strong>the</strong> Manual.<br />

On <strong>December</strong> 11, 2007, <strong>the</strong> Board appointed a Compliance Officer to monitor and ensure compliance with<br />

<strong>the</strong> provisions of <strong>the</strong> Manual.<br />

The Company also adopted an evaluation system based on a self-assessment rating questionnaire to<br />

determine <strong>the</strong> extent of compliance with <strong>the</strong> provisions of <strong>the</strong> Manual.<br />

Results of Evaluation<br />

Based on <strong>the</strong> results of <strong>the</strong> evaluation per<strong>for</strong>med, <strong>the</strong>re has been no significant deviation and, in general, <strong>the</strong><br />

Company has complied with most of <strong>the</strong> provisions and requirements of <strong>the</strong> Manual, SEC Memorandum<br />

Circular No. 6 Series of 2009: Revised Code of Corporate Governance, and <strong>the</strong> leading practices and<br />

principles of good corporate governance <strong>for</strong> <strong>the</strong> <strong>year</strong> 2009.<br />

The Company’s Certificate of Compliance with <strong>the</strong> Manual on Corporate Governance (SEC Form MCG-2002)<br />

was submitted by <strong>the</strong> Compliance Officer to <strong>the</strong> Securities and Exchange Commission and disclosed to <strong>the</strong><br />

Philippine Stock Exchange on January 18, <strong>2011</strong>.<br />

The Company accomplished and submitted <strong>the</strong> <strong>2011</strong> Corporate Governance Guidelines <strong>for</strong> Listed<br />

Companies Disclosure Template of The Philippine Stock Exchange, Inc. on March 28, 2012.<br />

78


PART V. EXHIBITS AND SCHEDULES<br />

The o<strong>the</strong>r exhibits, as indicated in <strong>the</strong> Index to Exhibits, are ei<strong>the</strong>r not applicable to <strong>the</strong> Company or require no<br />

answer.<br />

(a) Exhibit<br />

A – Aging of Consolidated Receivables, Unaudited, <strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

(b) <strong>Report</strong>s on SEC Form <strong>17</strong>-C<br />

<strong>Report</strong>s under SEC Form <strong>17</strong>-C (Current <strong>Report</strong>) that were filed during <strong>the</strong> last six (6) moths covered<br />

by this report:<br />

Date <strong>Report</strong><br />

July 28, <strong>2011</strong><br />

Press release: I-Remit, Inc. opens its doors in Italy<br />

July 29, <strong>2011</strong> Election of directors in <strong>the</strong> <strong>2011</strong> <strong>Annual</strong> Stockholders’ Meeting and <strong>the</strong> appointment of officers<br />

and committee members in <strong>the</strong> subsequent organizational meeting of <strong>the</strong> Board of Directors;<br />

Stock dividend update<br />

Elected members of <strong>the</strong> Board of Directors<br />

“Please be advised that during <strong>the</strong> annual shareholders’ meeting of I-Remit, Inc (“Corporation”)<br />

held today, <strong>the</strong> following were elected as members of <strong>the</strong> Board of Directors of <strong>the</strong> Corporation <strong>for</strong><br />

<strong>the</strong> <strong>year</strong> <strong>2011</strong> – 2012 to hold office as such until <strong>the</strong>ir successors shall have been duly elected<br />

and qualified:<br />

Jose Joel Y. Pusta - Independent Director<br />

Gregorio T. Yu - Independent Director<br />

Calixto V. Chikiamco - Director<br />

Bansan C. Choa - Director<br />

Armin V. Demetillo - Director<br />

Gilbert C. Gaw - Director<br />

Harris E. D. Jacildo - Director<br />

A. Bayani K. Tan - Director<br />

Ben C. Tiu - Director<br />

John Y. Tiu, Jr. - Director<br />

Ruben C. Tiu - Director<br />

During <strong>the</strong> same meeting, <strong>the</strong> shareholders approved <strong>the</strong> audited financial statements of <strong>the</strong><br />

Corporation as of <strong>year</strong>-end 2010, as well as <strong>the</strong> re-appointment of SyCip Gorres Velayo & Co. as<br />

<strong>the</strong> Corporation’s external auditor <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>2011</strong>.<br />

Fur<strong>the</strong>r, <strong>the</strong> shareholders approved <strong>the</strong> declaration of Fifty-Five Million Three Hundred Eight<br />

Thousand Eight Hundred (55,308,800) common shares stock dividend with a par value of one<br />

peso per share out of <strong>the</strong> unrestricted retained earnings of <strong>the</strong> Corporation as of <strong>December</strong> <strong>31</strong>,<br />

2010. The stock dividend, which is equivalent to 10% of <strong>the</strong> issued and outstanding shares, will<br />

be taken from <strong>the</strong> unissued capital stock of <strong>the</strong> Corporation and will be submitted to <strong>the</strong> Securities<br />

and Exchange Commission <strong>for</strong> approval. The stock dividend is payable to all of <strong>the</strong> Corporation’s<br />

stockholders of record as of August 15, <strong>2011</strong>. The payment date will be on or be<strong>for</strong>e September<br />

08, <strong>2011</strong>.<br />

In <strong>the</strong> organizational meeting of <strong>the</strong> Board of Directors held after <strong>the</strong> shareholders’ meeting, <strong>the</strong><br />

following persons were elected officers of <strong>the</strong> Corporation <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>2011</strong> - 2012 to serve as<br />

such until <strong>the</strong>ir successors shall have been duly elected and qualified:<br />

Bansan Choa - Chairman and Chief Executive Officer<br />

Harris E. D. Jacildo - President and Chief Operating Officer<br />

Maria Cecilia V. Soria - Corporate Secretary<br />

Darlene R. Vivas - Assistant Corporate Secretary<br />

Bernadette Cindy C. Tiu - First VP & Chief Financial Officer<br />

Fitzgerald S. Duba - Compliance Officer<br />

79


Also during <strong>the</strong> a<strong>for</strong>esaid organizational meeting of <strong>the</strong> Board, <strong>the</strong> following directors were elected<br />

as members of <strong>the</strong> various Committees <strong>for</strong> <strong>the</strong> <strong>year</strong> <strong>2011</strong> – 2012 to serve as such until <strong>the</strong>ir<br />

successors shall have been duly elected and qualified:<br />

Executive Committee<br />

1. Armin V. Demetillo (Chairman)<br />

2. Bansan C. Choa<br />

3. Gilbert C. Gaw<br />

4. Harris E. D. Jacildo<br />

5. Ben C. Tiu<br />

Audit and Risk Committee<br />

1. Gregorio T. Yu (Chairman)<br />

2. Bansan C. Choa<br />

3. John Y. Tiu, Jr.<br />

4. Harris E. D. Jacildo<br />

Nomination Committee<br />

1. Bansan C. Choa<br />

2. Armin V. Demetillo<br />

3. Gregorio T. Yu<br />

Compensation & Remuneration Committee<br />

1. Bansan C. Choa<br />

2. Armin V. Demetillo<br />

3. Gregorio T. Yu”<br />

August 1, <strong>2011</strong> Clarification of PDI news article: i-Remit sees doubling of net income this <strong>year</strong><br />

September 16, <strong>2011</strong> Board Approval of Buy-back Program of up to 10 million shares<br />

November 11, <strong>2011</strong> Press Release: iRemit named most innovative company<br />

<strong>December</strong> 9, <strong>2011</strong> Approval by <strong>the</strong> Kanto Local Financial Bureau of Japan of <strong>the</strong> registration of K. K. I-Remit Japan<br />

as a Funds Transfer Company effective <strong>December</strong> 07, <strong>2011</strong><br />

80


I-REMIT, INC. AND SUBSIDIARIES<br />

Aging of Consolidated Receivables<br />

Unaudited<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Exhibit A<br />

Total Current 2-30 Days <strong>31</strong>-60 Days Over 60 Days<br />

Agents 930,022,937 930,022,937<br />

-<br />

-<br />

-<br />

Couriers 3,523,052 - 3,523,052<br />

-<br />

-<br />

Related Parties 10,208,987 -<br />

-<br />

- 10,208,987<br />

O<strong>the</strong>rs 105,309,773 - 1,621,481<br />

- 103,688,292<br />

1,049,064,749 930,022,937 5,144,533 - 113,897,279


SIGNATURES<br />

Pursuant to <strong>the</strong> requirements of Section <strong>17</strong> of <strong>the</strong> Code and Section 14 of <strong>the</strong> Corporation Code, this report is<br />

signed on behalf of <strong>the</strong> Issuer by <strong>the</strong> undersigned, <strong>the</strong>reunto duly authorized, in <strong>the</strong> City of Pasig on June 6, 2012.<br />

By:<br />

/<br />

/ BERNAD~1T6(


P<br />

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

SEC Registration Number<br />

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

(Company’s Full Name)<br />

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

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

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

Mr. Bansan C. Choa 706-9999<br />

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

1 2 3 1 A A F S<br />

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

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

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

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

Total Amount of Borrowings<br />

Total No. of Stockholders Domestic Foreign<br />

To be accomplished by SEC Personnel concerned<br />

File Number LCU<br />

Document ID Cashier<br />

S T A M P S<br />

COVER SHEET<br />

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

*SGVMC116502*


I-REMIT, INC. AND SUBSIDIARIES<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />

1. Corporate In<strong>for</strong>mation<br />

I-Remit, Inc. (<strong>the</strong> Parent Company) was incorporated in <strong>the</strong> Philippines and was registered with<br />

<strong>the</strong> Securities and Exchange Commission (SEC) on March 5, 2001 and started commercial<br />

operations on November 11, 2001.<br />

The Parent Company, which is domiciled in <strong>the</strong> Philippines, has its registered office and principal<br />

place of business at <strong>the</strong> 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City. The<br />

Parent Company’s common shares were listed with <strong>the</strong> Philippine Stock Exchange on<br />

October <strong>17</strong>, 2007.<br />

The Parent Company and its subsidiaries (collectively referred to as “<strong>the</strong> Group”), except Power<br />

Star Asia Group Limited (PSAGL), are primarily engaged in <strong>the</strong> business of fund transfer and<br />

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

wire or any o<strong>the</strong>r mode of transfer; delivery of such funds or monies, both in <strong>the</strong> domestic and<br />

international market, by providing ei<strong>the</strong>r courier or freight <strong>for</strong>warding services; and conduct of<br />

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

PSAGL, on <strong>the</strong> o<strong>the</strong>r hand, provides financial advisory and o<strong>the</strong>r 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 Global Services Co., and <strong>the</strong><br />

rest by <strong>the</strong> public. The Parent Company is <strong>the</strong> ultimate parent company of <strong>the</strong> Group.<br />

The Parent Company’s subsidiaries and associates follow:<br />

Subsidiaries:<br />

International Remittance<br />

Country of<br />

Incorporation<br />

Functional<br />

Currency<br />

Effective Percentage of Ownership<br />

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

<strong>2011</strong> 2010 2009<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 Global Remittance 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 Remittance<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 />

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

<strong>2011</strong> 2010 2009<br />

(ISPL) 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 />

**Formerly IREMIT EUROPE Remittance Consulting AG (IERCAG)<br />

On March 25, <strong>2011</strong>, <strong>the</strong> Parent Company acquired 35.00% ownership interest in WEPL from <strong>the</strong><br />

noncontrolling stockholders <strong>for</strong> a consideration of P=12.30 million. The carrying value of <strong>the</strong><br />

noncontrolling interest at acquisition was P=1.09 million. The difference of P=11.21 million<br />

between <strong>the</strong> consideration paid and <strong>the</strong> carrying value of <strong>the</strong> noncontrolling interest was<br />

recognized as equity adjustment and deducted from ‘Capital paid-in excess of par value’. The<br />

acquisition increased <strong>the</strong> Parent Company’s effective ownership in WEPL to 100.00% from<br />

65.00%.<br />

On May 5, <strong>2011</strong>, <strong>the</strong> Parent Company acquired <strong>the</strong> 25.10% ownership interest in IERCAG from<br />

<strong>the</strong> noncontrolling stockholder <strong>for</strong> a consideration of P=25.02 million. The carrying value of <strong>the</strong><br />

noncontrolling interest at acquisition was P=2.05 million deficit. The difference of P=27.06 million<br />

between <strong>the</strong> consideration paid and <strong>the</strong> carrying value of <strong>the</strong> noncontrolling interest was<br />

recognized as equity adjustment and deducted from ‘Capital paid-in excess of par value’. The<br />

acquisition increased <strong>the</strong> Parent Company’s ownership interest in IERCAG to 100.00% from<br />

74.90%.<br />

Consequently, on October 11, <strong>2011</strong>, IERCAG changed its legal name to IREMIT Remittance<br />

Consulting GmbH (IRCGmbH) and changed its legal status from a stock company to a limited<br />

liability company. It also am<strong>ended</strong> its Articles of Incorporation to include management<br />

consultancy in its business activities.<br />

On June 10, <strong>2011</strong>, <strong>the</strong> Parent Company incorporated KKIJ in Japan to provide remittance services.<br />

KKIJ has not started commercial operations as of March 23, 2012.<br />

2. Summary of Significant Accounting Policies<br />

Basis of Preparation<br />

The accompanying consolidated financial statements of <strong>the</strong> Group have been prepared on a<br />

historical cost basis except <strong>for</strong> 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, <strong>the</strong> Parent<br />

Company’s functional and presentation currency, and all values are rounded to <strong>the</strong> nearest peso<br />

except when o<strong>the</strong>rwise indicated.<br />

Each entity in <strong>the</strong> Group determines its own functional currency and items included in <strong>the</strong><br />

financial statements of each entity are measured using that functional currency. The respective<br />

functional currencies of <strong>the</strong> subsidiaries 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 <strong>Report</strong>ing Standards (PFRS).<br />

Basis of Consolidation<br />

The financial statements of subsidiaries are prepared <strong>for</strong> <strong>the</strong> same reporting <strong>year</strong> as <strong>the</strong> Parent<br />

Company, using consistent accounting policies.<br />

Subsidiaries are all entities over which <strong>the</strong> Group has <strong>the</strong> power to govern <strong>the</strong> financial and<br />

operating policies generally accompanying a shareholding of more than one half of <strong>the</strong> voting<br />

rights. The existence and effect of potential voting rights that are currently exercisable or<br />

convertible are considered when assessing whe<strong>the</strong>r <strong>the</strong> Group has control over <strong>the</strong> 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 <strong>the</strong> date on which control is transferred to <strong>the</strong> Group. Control<br />

is achieved when <strong>the</strong> Group has <strong>the</strong> power to govern <strong>the</strong> 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 <strong>the</strong> Group.<br />

The results of subsidiaries acquired or disposed of during <strong>the</strong> <strong>year</strong> are included in <strong>the</strong> consolidated<br />

statement of income from <strong>the</strong> date of acquisition up to <strong>the</strong> date of disposal, as appropriate.<br />

A change in <strong>the</strong> ownership interest of a subsidiary, without a loss of control, is accounted <strong>for</strong> as an<br />

equity transaction. If <strong>the</strong> Group losses control over <strong>the</strong> subsidiary, it:<br />

• derecognizes <strong>the</strong> assets (including goodwill) and liabilities of <strong>the</strong> subsidiary;<br />

• derecognizes <strong>the</strong> carrying amount of any noncontrolling interest;<br />

• derecognizes <strong>the</strong> related o<strong>the</strong>r comprehensive income recorded in equity and recycle <strong>the</strong> same<br />

to profit or loss or retained earnings;<br />

• recognizes <strong>the</strong> fair value of <strong>the</strong> consideration received;<br />

• recognizes <strong>the</strong> 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, 2010<br />

Business combinations are accounted <strong>for</strong> using <strong>the</strong> acquisition method. The cost of an acquisition<br />

is measured as <strong>the</strong> aggregate of <strong>the</strong> consideration transferred, measured at acquisition date fair<br />

value and <strong>the</strong> amount of any noncontrolling interest in <strong>the</strong> acquiree. For each business<br />

combination, <strong>the</strong> acquirer measures <strong>the</strong> noncontrolling interest in <strong>the</strong> acquiree ei<strong>the</strong>r at fair value<br />

or at <strong>the</strong> proportionate share of <strong>the</strong> acquiree’s identifiable net assets. Acquisition costs incurred<br />

are expensed and included in operating expenses.<br />

When <strong>the</strong> Group acquires a business, it assesses <strong>the</strong> financial assets and liabilities assumed <strong>for</strong><br />

appropriate classification and designation in accordance with <strong>the</strong> contractual terms, economic<br />

circumstances and pertinent conditions as at <strong>the</strong> acquisition date. This includes <strong>the</strong> separation of<br />

embedded derivatives in host contracts by <strong>the</strong> acquiree.<br />

*SGVMC116502*


- 4 -<br />

If <strong>the</strong> business combination is achieved in stages, <strong>the</strong> acquisition date fair value of <strong>the</strong> acquirer’s<br />

previously held equity interest in <strong>the</strong> acquiree is remeasured to fair value at <strong>the</strong> acquisition date<br />

through profit or loss.<br />

Any contingent consideration to be transferred by <strong>the</strong> acquirer will be recognized at fair value at<br />

<strong>the</strong> acquisition date. Subsequent changes to <strong>the</strong> fair value of <strong>the</strong> contingent consideration which is<br />

deemed to be an asset or liability will be recognized in accordance with Philippine Accounting<br />

Standards (PAS) 39 ei<strong>the</strong>r in profit or loss or as a change to o<strong>the</strong>r comprehensive income. If <strong>the</strong><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 <strong>the</strong> excess of <strong>the</strong> aggregate of fair value of <strong>the</strong><br />

consideration transferred and <strong>the</strong> amount recognized <strong>for</strong> noncontrolling interest over <strong>the</strong> net<br />

identifiable assets acquired and liabilities assumed. If this consideration is lower than <strong>the</strong> fair<br />

value of <strong>the</strong> net assets of <strong>the</strong> subsidiary acquired, <strong>the</strong> difference is recognized in profit or loss.<br />

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For<br />

<strong>the</strong> purpose of impairment testing, goodwill acquired in a business combination is, from <strong>the</strong><br />

acquisition date, allocated to each of <strong>the</strong> Group’s cash-generating units (CGU) that are expected to<br />

benefit from <strong>the</strong> combination, irrespective of whe<strong>the</strong>r o<strong>the</strong>r assets or liabilities of <strong>the</strong> acquiree are<br />

assigned to those units.<br />

Business combinations prior to January 1, 2010<br />

In comparison to <strong>the</strong> above-mentioned requirements, <strong>the</strong> following differences apply:<br />

Business combinations were accounted <strong>for</strong> using <strong>the</strong> purchase method. Transaction costs directly<br />

attributable to <strong>the</strong> acquisition <strong>for</strong>med part of <strong>the</strong> acquisition costs. The noncontrolling interest<br />

(<strong>for</strong>merly known as minority interest) was measured at <strong>the</strong> proportionate share of <strong>the</strong> acquiree’s<br />

identifiable net assets.<br />

Business combinations achieved in stages were accounted <strong>for</strong> as separate steps. Any additional<br />

acquired share of interest did not affect previously recognized goodwill.<br />

When <strong>the</strong> Group acquired a business, embedded derivatives separated from <strong>the</strong> host contract by<br />

<strong>the</strong> acquiree were not reassessed on acquisition unless <strong>the</strong> business combination resulted in a<br />

change in <strong>the</strong> terms of <strong>the</strong> contract that significantly modified <strong>the</strong> cash flows that o<strong>the</strong>rwise would<br />

have been required under <strong>the</strong> contract.<br />

Contingent consideration was recognized if, and only if, <strong>the</strong> Group had a present obligation, <strong>the</strong><br />

economic outflow was more likely than not and a reliable estimate was determinable. Subsequent<br />

adjustments to <strong>the</strong> contingent consideration were recognized as part of goodwill.<br />

Noncontrolling Interest<br />

Noncontrolling interest represents <strong>the</strong> portion of profit or loss and net assets not owned, directly or<br />

indirectly, by <strong>the</strong> Parent Company.<br />

Noncontrolling interests are presented separately in <strong>the</strong> consolidated statement of income,<br />

consolidated statement of comprehensive income, and within equity in <strong>the</strong> consolidated balance<br />

sheet, separately from equity attributable to <strong>the</strong> equity holder of <strong>the</strong> Parent Company’s<br />

shareholders’ equity. Any losses applicable to <strong>the</strong> noncontrolling interests are allocated against<br />

<strong>the</strong> interests of <strong>the</strong> noncontrolling interest even if this results in <strong>the</strong> 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 <strong>the</strong> previous financial <strong>year</strong> except <strong>for</strong><br />

<strong>the</strong> adoption of <strong>the</strong> following new and am<strong>ended</strong> PFRS, Philippine Accounting Standards (PAS)<br />

and Philippine Interpretations which became effective on January 1, <strong>2011</strong>:<br />

• PAS 24 Amendment, Related Party Disclosures<br />

• PAS 32 Amendment, Financial Instruments: Presentation - Classification of Rights Issues<br />

• Philippine Interpretation International Financial <strong>Report</strong>ing 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 <strong>the</strong><br />

Group except <strong>for</strong> <strong>the</strong> adoption of PAS 24 Amendment, Related Party Transactions.<br />

PAS 24 Amendment, Related Party Transactions<br />

PAS 24 clarifies <strong>the</strong> definitions of a related party. The new definitions emphasize a symmetrical<br />

view of related party relationships and clarify <strong>the</strong> circumstances in which persons and key<br />

management personnel affect related party relationships of an entity. In addition, <strong>the</strong> amendment<br />

introduces an exemption from <strong>the</strong> general related party disclosure requirements <strong>for</strong> transactions<br />

with government and entities that are controlled, jointly controlled or significantly influenced by<br />

<strong>the</strong> same government as <strong>the</strong> reporting entity. The amendment only affects <strong>the</strong> disclosures and has<br />

no impact on <strong>the</strong> Group’s financial position or per<strong>for</strong>mance.<br />

Improvements to PFRS 2010<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 <strong>for</strong><br />

each standard. The adoption of <strong>the</strong> following amendments resulted in changes to accounting<br />

policies but did not have any impact on <strong>the</strong> financial position or per<strong>for</strong>mance of <strong>the</strong> Group.<br />

PFRS 3, Business Combinations (Revised)<br />

The measurement options available <strong>for</strong> noncontrolling interest (NCI) were am<strong>ended</strong>. Only<br />

components of NCI that constitute a present ownership interest that entitles <strong>the</strong>ir holder to a<br />

proportionate share of <strong>the</strong> entity’s net assets in <strong>the</strong> event of liquidation should be measured at<br />

ei<strong>the</strong>r fair value or at <strong>the</strong> present ownership instruments’ proportionate share of <strong>the</strong> acquiree’s<br />

identifiable net assets. All o<strong>the</strong>r components are to be measured at <strong>the</strong>ir acquisition date fair<br />

value.<br />

The amendments to PFRS 3 are effective <strong>for</strong> annual periods beginning on or after July 1, <strong>2011</strong>.<br />

The Group, however, adopted <strong>the</strong>se as of January 1, <strong>2011</strong> and changed its accounting policy<br />

accordingly as <strong>the</strong> amendment was issued to eliminate unint<strong>ended</strong> consequences that may arise<br />

from <strong>the</strong> adoption of PFRS 3.<br />

PFRS 7, Financial Instruments - Disclosures<br />

The amendment was int<strong>ended</strong> to simplify <strong>the</strong> disclosures provided by reducing <strong>the</strong> volume of<br />

disclosures around collateral held and improving disclosures by requiring qualitative in<strong>for</strong>mation<br />

to put <strong>the</strong> quantitative in<strong>for</strong>mation in context. The Group reflects <strong>the</strong> 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 o<strong>the</strong>r<br />

comprehensive income maybe ei<strong>the</strong>r in <strong>the</strong> statement of changes in equity or in <strong>the</strong> notes to <strong>the</strong><br />

financial statements.<br />

O<strong>the</strong>r amendments resulting from <strong>the</strong> 2010 Improvements to PFRSs to <strong>the</strong> following standards did<br />

not have any impact on <strong>the</strong> accounting policies, financial position or per<strong>for</strong>mance of <strong>the</strong> Group:<br />

• PFRS 3, Business Combinations (Contingent consideration arising from business combination<br />

prior to adoption of PFRS 3 (as revised in 2008))<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 <strong>the</strong><br />

accounting policies, financial position or per<strong>for</strong>mance of <strong>the</strong> Group:<br />

• Philippine Interpretation IFRIC 13, Customer Loyalty Programmes (determining <strong>the</strong> 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 <strong>the</strong> Parent<br />

Company’s functional currency. Each subsidiary in <strong>the</strong> Group determines its own functional<br />

currency and items included in <strong>the</strong> financial statements of each entity are measured using that<br />

functional currency.<br />

Transactions and balances<br />

Transactions denominated in <strong>for</strong>eign currencies are recorded using <strong>the</strong> exchange rate at <strong>the</strong> date of<br />

<strong>the</strong> transaction. Outstanding financial assets and liabilities denominated in <strong>for</strong>eign currencies are<br />

restated in Philippine pesos based on <strong>the</strong> Philippine Dealing System (PDS) closing rate prevailing<br />

at <strong>the</strong> balance sheet date. Exchange differences arising on translation are taken directly to <strong>the</strong><br />

consolidated statement of income.<br />

Non-monetary items that are measured in terms of historical cost in a <strong>for</strong>eign currency are<br />

translated using <strong>the</strong> exchange rates as at <strong>the</strong> dates of <strong>the</strong> initial transactions. Non-monetary items<br />

measured at fair value in a <strong>for</strong>eign currency are translated using <strong>the</strong> exchange rates at <strong>the</strong> date<br />

when <strong>the</strong> fair value was determined. Any goodwill arising on <strong>the</strong> acquisition of a <strong>for</strong>eign<br />

operation and any fair value adjustments to <strong>the</strong> carrying amounts of assets and liabilities arising on<br />

<strong>the</strong> acquisition are treated as assets and liabilities of <strong>the</strong> <strong>for</strong>eign operation and translated at <strong>the</strong><br />

closing rate.<br />

Foreign subsidiaries<br />

As of <strong>the</strong> balance sheet date, <strong>the</strong> assets and liabilities of subsidiaries with functional currency<br />

differs from <strong>the</strong> Philippine peso are translated into <strong>the</strong> Parent Company’s presentation currency<br />

(<strong>the</strong> Philippine peso) at <strong>the</strong> PDS closing rate prevailing at <strong>the</strong> balance sheet date, and <strong>the</strong>ir income<br />

and expenses are translated using <strong>the</strong> PDSWAR <strong>for</strong> <strong>the</strong> <strong>year</strong>. Exchange differences arising on<br />

translation are recognized in o<strong>the</strong>r comprehensive income. Upon disposal of a <strong>for</strong>eign entity, <strong>the</strong><br />

*SGVMC116502*


- 7 -<br />

deferred cumulative amount previously recognized in o<strong>the</strong>r comprehensive income (included<br />

under ‘Cumulative translation adjustment’ in <strong>the</strong> equity section of <strong>the</strong> consolidated balance sheet)<br />

relating to <strong>the</strong> particular <strong>for</strong>eign operation is recognized in <strong>the</strong> 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 <strong>the</strong> 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 <strong>the</strong> scope of PAS 39 are classified as financial assets at FVPL, loans<br />

and receivables, held-to-maturity (HTM) investments, available-<strong>for</strong>-sale (AFS) investments,<br />

financial liabilities at FVPL and o<strong>the</strong>r financial liabilities. The classification of financial<br />

instruments at initial recognition depends on <strong>the</strong> purpose <strong>for</strong> which <strong>the</strong> financial instruments were<br />

acquired and <strong>the</strong>ir 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 <strong>the</strong> case of<br />

financial assets and financial liabilities at FVPL. Management determines <strong>the</strong> classification of its<br />

instruments at initial recognition and, where allowed and appropriate, re-evaluates such<br />

designation at every balance sheet date.<br />

Financial instruments are recognized in <strong>the</strong> consolidated balance sheet when <strong>the</strong> Group becomes a<br />

party to <strong>the</strong> contractual provisions of <strong>the</strong> instrument. In <strong>the</strong> 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 <strong>the</strong> day it is<br />

received by <strong>the</strong> Group, and (b) <strong>the</strong> derecognition of an asset and recognition of any gain or loss on<br />

disposal on <strong>the</strong> day that it is delivered by <strong>the</strong> Group.<br />

The subsequent measurement bases <strong>for</strong> financial instruments depend on its classification.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> 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 <strong>for</strong> 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 <strong>the</strong>y are acquired <strong>for</strong> <strong>the</strong> purpose of selling and repurchasing in <strong>the</strong> near term.<br />

Included in this classification are debt securities which have been acquired principally <strong>for</strong> trading<br />

purposes.<br />

The Group evaluates its HFT investments to determine whe<strong>the</strong>r <strong>the</strong> intention to sell <strong>the</strong>m in <strong>the</strong><br />

near term is still appropriate. When in rare circumstances <strong>the</strong> Group is unable to trade <strong>the</strong>se<br />

financial assets due to inactive markets and management’s intention to sell <strong>the</strong>m in <strong>the</strong> <strong>for</strong>eseeable<br />

future significantly changes, <strong>the</strong> Group may elect to reclassify <strong>the</strong>se financial assets. The<br />

reclassification to loans and receivables, AFS or HTM depends on <strong>the</strong> nature of <strong>the</strong> asset. This<br />

evaluation does not affect any financial assets designated at FVPL using <strong>the</strong> fair value option at<br />

designation, <strong>the</strong>se instruments cannot be reclassified after initial recognition.<br />

*SGVMC116502*


- 8 -<br />

HFT investments are recorded in <strong>the</strong> consolidated balance sheet at fair value. Changes in fair<br />

value are recognized as ‘Net trading gains’ in <strong>the</strong> consolidated statement of income. Interest<br />

earned is recognized as interest income included under ‘O<strong>the</strong>r income’ in <strong>the</strong> consolidated<br />

statement of income. Quoted market prices, when available, are used to determine <strong>the</strong> fair value<br />

of <strong>the</strong>se financial instruments. If quoted market prices are not available, <strong>the</strong>ir fair values are<br />

estimated based on inputs that are observable in <strong>the</strong> market.<br />

Classified under this category are <strong>the</strong> 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 <strong>the</strong> effective interest method less any allowance <strong>for</strong> 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 <strong>the</strong> effective interest rate (EIR). Gains and losses are recognized in <strong>the</strong><br />

consolidated statement of income when <strong>the</strong> receivables are derecognized or impaired, as well as<br />

through <strong>the</strong> amortization process. Receivables are classified as current assets when <strong>the</strong> Group<br />

expects to realize or collect <strong>the</strong> asset within twelve months from <strong>the</strong> balance sheet date. O<strong>the</strong>rwise,<br />

<strong>the</strong>se are classified as non-current assets.<br />

Classified under this category are <strong>the</strong> Group’s ‘Cash and cash equivalents’, ‘Accounts receivable’,<br />

‘O<strong>the</strong>r receivables’ and refundable deposits included under ‘O<strong>the</strong>r noncurrent assets’.<br />

O<strong>the</strong>r financial liabilities<br />

Issued financial instruments or <strong>the</strong>ir components, which are not designated as at FVPL, are<br />

classified as o<strong>the</strong>r financial liability, where <strong>the</strong> substance of <strong>the</strong> contractual arrangement results in<br />

<strong>the</strong> Group having an obligation ei<strong>the</strong>r to deliver cash or ano<strong>the</strong>r financial asset to <strong>the</strong> holder, or to<br />

satisfy <strong>the</strong> obligation o<strong>the</strong>r than by <strong>the</strong> exchange of a fixed amount of cash or ano<strong>the</strong>r financial<br />

asset <strong>for</strong> 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 <strong>for</strong> separately, with <strong>the</strong> equity component being assigned <strong>the</strong><br />

residual amount after deducting from <strong>the</strong> instrument as a whole <strong>the</strong> amount separately determined<br />

as <strong>the</strong> fair value of <strong>the</strong> liability component on <strong>the</strong> date of issue.<br />

After initial measurement, o<strong>the</strong>r financial liabilities are subsequently measured at amortized cost<br />

using <strong>the</strong> EIR method.<br />

O<strong>the</strong>r financial liabilities are classified as current liabilities when <strong>the</strong> Group expects to settle <strong>the</strong><br />

liability within twelve months from <strong>the</strong> balance sheet date. O<strong>the</strong>rwise, <strong>the</strong>se are classified as noncurrent<br />

liabilities.<br />

O<strong>the</strong>r financial liabilities include ‘Beneficiaries and o<strong>the</strong>r payables’ and ‘Interest-bearing loans’.<br />

Determination of fair value<br />

The fair value <strong>for</strong> financial instruments traded in active markets at <strong>the</strong> balance sheet date is based<br />

on <strong>the</strong>ir quoted market prices or dealer price quotations (bid price <strong>for</strong> long positions and ask price<br />

<strong>for</strong> short positions), without any deduction <strong>for</strong> transaction costs. When current bid and ask prices<br />

are not available, <strong>the</strong> price of <strong>the</strong> most recent transaction provides evidence of <strong>the</strong> current fair<br />

value as long as <strong>the</strong>re has not been a significant change in economic circumstances since <strong>the</strong> time<br />

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

*SGVMC116502*


- 9 -<br />

For all o<strong>the</strong>r financial instruments not listed in an active market, <strong>the</strong> fair value is determined by<br />

using appropriate valuation methodologies. Valuation methodologies include net present value<br />

techniques, comparison to similar instruments <strong>for</strong> which market observable prices exist, option<br />

pricing models, and o<strong>the</strong>r relevant valuation models.<br />

Day 1 difference<br />

Where <strong>the</strong> transaction price in a non-active market is different from <strong>the</strong> fair value from o<strong>the</strong>r<br />

observable current market transactions in <strong>the</strong> same instrument or based on a valuation technique<br />

whose variables include only data from an observable market, <strong>the</strong> Group recognizes <strong>the</strong> difference<br />

between <strong>the</strong> transaction price and fair value (a Day 1 difference) in <strong>the</strong> consolidated statement of<br />

income unless it qualifies <strong>for</strong> recognition as some o<strong>the</strong>r type of asset. In cases where use is made<br />

of data which is not observable, <strong>the</strong> difference between <strong>the</strong> transaction price and model value is<br />

only recognized in <strong>the</strong> consolidated statement of income when <strong>the</strong> inputs become observable or<br />

when <strong>the</strong> instrument is derecognized. For each transaction, <strong>the</strong> Group determines <strong>the</strong> appropriate<br />

method of recognizing <strong>the</strong> Day 1 difference amount.<br />

Derecognition of Financial Assets and Liabilities<br />

Financial asset<br />

A financial asset (or, where applicable a part of a financial asset or part of a group of similar<br />

financial assets) is derecognized when:<br />

• <strong>the</strong> rights to receive cash flows from <strong>the</strong> asset have expired;<br />

• <strong>the</strong> Group retains <strong>the</strong> right to receive cash flows from <strong>the</strong> asset, but has assumed an obligation<br />

to pay <strong>the</strong>m in full without material delay to a third part under a ‘pass through’ arrangement;<br />

or<br />

• <strong>the</strong> Group has transferred its rights to receive cash flows from <strong>the</strong> asset and ei<strong>the</strong>r (a) has<br />

transferred substantially all <strong>the</strong> risks and rewards of <strong>the</strong> asset, or (b) has nei<strong>the</strong>r transferred nor<br />

retained substantially all <strong>the</strong> risks and rewards of <strong>the</strong> asset, but has transferred control of <strong>the</strong><br />

asset.<br />

When <strong>the</strong> Group has transferred its rights to receive cash flows from an asset or has entered into a<br />

pass-through arrangement, and has nei<strong>the</strong>r transferred nor retained substantially all <strong>the</strong> risks and<br />

rewards of <strong>the</strong> asset nor transferred control of <strong>the</strong> asset, <strong>the</strong> asset is recognized to <strong>the</strong> extent of <strong>the</strong><br />

Group’s continuing involvement in <strong>the</strong> asset. Continuing involvement that takes <strong>the</strong> <strong>for</strong>m of a<br />

guarantee over <strong>the</strong> transferred asset is measured at <strong>the</strong> lower of <strong>the</strong> original carrying amount of <strong>the</strong><br />

asset and <strong>the</strong> maximum amount of consideration that <strong>the</strong> Group could be required to repay.<br />

Financial liability<br />

A financial liability is derecognized when <strong>the</strong> obligation under <strong>the</strong> liability is discharged,<br />

cancelled or has expired. When an existing financial liability is replaced by ano<strong>the</strong>r from <strong>the</strong> same<br />

lender on substantially different terms, or <strong>the</strong> terms of an existing liability are substantially<br />

modified, such an exchange or modification is treated as a derecognition of <strong>the</strong> original liability<br />

and <strong>the</strong> recognition of a new liability, and <strong>the</strong> difference in <strong>the</strong> respective carrying amounts is<br />

recognized in <strong>the</strong> consolidated statement of income.<br />

Offsetting Financial Instruments<br />

Financial assets and financial liabilities are offset and <strong>the</strong> net amount reported in <strong>the</strong> consolidated<br />

balance sheet if, and only if, <strong>the</strong>re is a currently en<strong>for</strong>ceable legal right to offset <strong>the</strong> recognized<br />

amounts and <strong>the</strong>re is an intention to settle on a net basis, or to realize <strong>the</strong> asset and settle <strong>the</strong><br />

liability simultaneously.<br />

*SGVMC116502*


- 10 -<br />

Impairment of Financial Assets<br />

The Group assesses at each balance sheet date whe<strong>the</strong>r <strong>the</strong>re is an objective evidence that a<br />

financial asset or group of financial assets is impaired. A financial asset or a group of financial<br />

assets is deemed to be impaired if, and only if, <strong>the</strong>re is an objective evidence of impairment as a<br />

result of one or more events that has occurred after <strong>the</strong> initial recognition of <strong>the</strong> asset (an incurred<br />

‘loss event’) and that loss event (or events) has an impact on <strong>the</strong> estimated future cash flows of <strong>the</strong><br />

financial asset or <strong>the</strong> group of financial assets that can be reliably estimated. Evidence of<br />

impairment may include indications that <strong>the</strong> borrower or a group of borrowers is experiencing<br />

significant financial difficulty, default or delinquency in interest or principal payments, <strong>the</strong><br />

probability that <strong>the</strong>y will enter bankruptcy or o<strong>the</strong>r financial reorganization, and where <strong>the</strong>re are<br />

observable data that indicates that <strong>the</strong>re is a measurable decrease in <strong>the</strong> estimated future cash<br />

flows, such as changes in arrears or economic conditions that correlate with defaults.<br />

Financial assets carried at amortized cost<br />

For financial assets carried at amortized cost, <strong>the</strong> Group first assesses whe<strong>the</strong>r objective evidence<br />

of impairment exists individually <strong>for</strong> financial assets that are individually significant, or<br />

collectively <strong>for</strong> financial assets that are not individually significant.<br />

If <strong>the</strong>re is objective evidence that an impairment loss has been incurred, <strong>the</strong> amount of <strong>the</strong> loss is<br />

measured as <strong>the</strong> difference between <strong>the</strong> asset’s carrying amount and <strong>the</strong> present value of <strong>the</strong><br />

estimated future cash flows (excluding future credit losses that have not been incurred). The<br />

carrying amount of <strong>the</strong> asset is reduced through <strong>the</strong> use of an allowance account and <strong>the</strong> amount of<br />

loss is charged to <strong>the</strong> consolidated statement of income. Interest income continues to be<br />

recognized based on <strong>the</strong> original EIR of <strong>the</strong> asset. Receivables, toge<strong>the</strong>r with <strong>the</strong> associated<br />

allowance accounts, are written off when <strong>the</strong>re is no realistic prospect of future recovery and all<br />

collateral has been realized. If subsequently, <strong>the</strong> amount of <strong>the</strong> estimated impairment loss<br />

decreases because of an event occurring after <strong>the</strong> impairment was recognized, <strong>the</strong> previously<br />

recognized impairment loss is reduced by adjusting <strong>the</strong> allowance account. If a future write-off is<br />

later recovered, any amounts <strong>for</strong>merly charged are credited to profit or loss.<br />

If <strong>the</strong> Group determines that no objective evidence of impairment exists <strong>for</strong> an individually<br />

assessed financial asset, whe<strong>the</strong>r significant or not, it includes <strong>the</strong> asset in a group of financial<br />

assets with similar credit risk characteristics and collectively assesses <strong>for</strong> impairment. Those<br />

characteristics are relevant to <strong>the</strong> estimation of future cash flows <strong>for</strong> groups of such assets by<br />

being indicative of <strong>the</strong> debtors’ ability to pay all amounts due according to <strong>the</strong> contractual terms of<br />

<strong>the</strong> assets being evaluated. Assets that are individually assessed <strong>for</strong> impairment and <strong>for</strong> which an<br />

impairment loss is, or continues to be, recognized are not included in a collective assessment <strong>for</strong><br />

impairment.<br />

The present value of <strong>the</strong> estimated future cash flows is discounted at <strong>the</strong> financial asset’s original<br />

EIR. If a financial asset has a variable interest rate, <strong>the</strong> discount rate <strong>for</strong> measuring any<br />

impairment loss is <strong>the</strong> current EIR, adjusted <strong>for</strong> <strong>the</strong> original credit risk premium.<br />

For <strong>the</strong> purpose of a collective evaluation of impairment, financial assets are grouped on <strong>the</strong> basis<br />

of such credit risk characteristics as geographical classification. Future cash flows in a group of<br />

financial assets that are collectively evaluated <strong>for</strong> impairment are estimated on <strong>the</strong> basis of<br />

historical loss experience <strong>for</strong> assets with credit risk characteristics similar to those in <strong>the</strong> group.<br />

Historical loss experience is adjusted on <strong>the</strong> basis of current observable data to reflect <strong>the</strong> effects<br />

of current conditions that did not affect <strong>the</strong> period on which <strong>the</strong> historical loss experience is based<br />

and to remove <strong>the</strong> effects of conditions in <strong>the</strong> historical period that do not exist currently.<br />

*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 o<strong>the</strong>r factors<br />

that are indicative of incurred losses in <strong>the</strong> group and <strong>the</strong>ir magnitude). The methodology and<br />

assumptions used <strong>for</strong> estimating future cash flows are reviewed regularly by <strong>the</strong> Group to reduce<br />

any differences between loss estimates and actual loss experience.<br />

Investments in Associates<br />

The Group’s investments in its associates are accounted <strong>for</strong> using <strong>the</strong> equity method of<br />

accounting. An associate is an entity in which <strong>the</strong> Group has significant influence. The Group’s<br />

investments in associates include its 49.00% interest in ISPL and HKHCL, entities based in<br />

Singapore and Taiwan, respectively.<br />

Under <strong>the</strong> equity method, <strong>the</strong> investment in <strong>the</strong> associate is carried in <strong>the</strong> consolidated balance<br />

sheet at cost plus post acquisition changes in <strong>the</strong> Group’s share in <strong>the</strong> net assets of <strong>the</strong> associate.<br />

The consolidated statement of income reflects <strong>the</strong> share in <strong>the</strong> results of operations of <strong>the</strong><br />

associate. Where <strong>the</strong>re has been a change recognized directly in <strong>the</strong> equity of <strong>the</strong> associate, <strong>the</strong><br />

Group recognizes its share of any changes, as applicable, in <strong>the</strong> consolidated statement of changes<br />

in equity. Unrealized gains and losses resulting from transactions between <strong>the</strong> Group and <strong>the</strong><br />

associate are eliminated to <strong>the</strong> extent of <strong>the</strong> interest in <strong>the</strong> associate.<br />

The Group’s share in <strong>the</strong> net income (loss) of its associates is shown in <strong>the</strong> consolidated statement<br />

of income as ‘Equity in net earnings of associates’. This is <strong>the</strong> profit attributable to equity holders<br />

of <strong>the</strong> associate and <strong>the</strong>re<strong>for</strong>e is profit after tax and noncontrolling interests in <strong>the</strong> subsidiaries of<br />

<strong>the</strong> associates.<br />

The financial statements of <strong>the</strong> associates are prepared <strong>for</strong> <strong>the</strong> same reporting period as <strong>the</strong> Parent<br />

Company.<br />

After application of <strong>the</strong> equity method, <strong>the</strong> Group determines whe<strong>the</strong>r it is necessary to recognize<br />

an impairment loss on <strong>the</strong> Group’s investment in its associates. The Group determines at each<br />

balance sheet date whe<strong>the</strong>r <strong>the</strong>re is any objective evidence that <strong>the</strong> investment in <strong>the</strong> associate is<br />

impaired. If this is <strong>the</strong> case, <strong>the</strong> Group calculates <strong>the</strong> amount of impairment as <strong>the</strong> difference<br />

between <strong>the</strong> recoverable amount of <strong>the</strong> associate and its carrying value and recognizes <strong>the</strong> amount<br />

as impairment loss in <strong>the</strong> consolidated statement of income.<br />

Upon loss of significant influence over <strong>the</strong> associate, <strong>the</strong> Group measures and recognizes any<br />

remaining investment at its fair value. Any difference between <strong>the</strong> carrying amount of <strong>the</strong><br />

associate upon loss of significant influence and <strong>the</strong> fair value of <strong>the</strong> 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 <strong>the</strong> property and equipment to its working condition and location <strong>for</strong><br />

its int<strong>ended</strong> use.<br />

*SGVMC116502*


- 12 -<br />

Expenditures incurred after <strong>the</strong> property and equipment have been put into operation, such as<br />

repairs and maintenance are normally charged to operations in <strong>the</strong> <strong>year</strong> in which <strong>the</strong> costs are<br />

incurred. In situations where it can be clearly demonstrated that <strong>the</strong> expenditures have resulted in<br />

an increase in <strong>the</strong> future economic benefits expected to be obtained from <strong>the</strong> use of an item of<br />

property and equipment beyond its originally assessed standard of per<strong>for</strong>mance, <strong>the</strong> expenditures<br />

are capitalized as an additional cost of property and equipment.<br />

Depreciation and amortization is calculated on a straight-line basis over <strong>the</strong> estimated useful life of<br />

<strong>the</strong> property and equipment as follows:<br />

Office and communication equipment 3 <strong>year</strong>s<br />

Transportation and delivery equipment 3 to 5 <strong>year</strong>s<br />

Furniture and fixtures 3 to 5 <strong>year</strong>s<br />

Leasehold improvements 5 <strong>year</strong>s or <strong>the</strong> term of <strong>the</strong> lease,<br />

whichever is shorter<br />

The carrying values of property and equipment are reviewed <strong>for</strong> impairment when events or<br />

changes in circumstances indicate <strong>the</strong> carrying value may not be recoverable. If any such<br />

indication exists and where <strong>the</strong> carrying values exceed <strong>the</strong> estimated recoverable amount, <strong>the</strong> asset<br />

or CGU are written down to <strong>the</strong>ir 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 <strong>the</strong><br />

asset (calculated as <strong>the</strong> difference between <strong>the</strong> net disposal proceeds and <strong>the</strong> carrying amount of<br />

<strong>the</strong> asset) is included in <strong>the</strong> consolidated statement of income in <strong>the</strong> <strong>year</strong> <strong>the</strong> asset is derecognized.<br />

The asset’s residual values, useful lives and methods of depreciation and amortization are<br />

reviewed, and adjusted if appropriate, at each financial <strong>year</strong>-end to ensure that <strong>the</strong>se are consistent<br />

with <strong>the</strong> expected pattern of economic benefits from <strong>the</strong> items of property and equipment.<br />

Intangible Assets<br />

Intangible assets acquired separately are measured on initial recognition at cost. Following initial<br />

recognition, intangible assets are carried at cost less any accumulated amortization and any<br />

accumulated impairment losses.<br />

The useful lives of intangible assets are assessed to be ei<strong>the</strong>r finite or indefinite.<br />

Intangibles assets with finite lives are amortized over <strong>the</strong> useful economic life and assessed <strong>for</strong><br />

impairment whenever <strong>the</strong>re is an indication that <strong>the</strong> intangible assets may be impaired. The<br />

amortization period and <strong>the</strong> amortization method <strong>for</strong> an intangible asset with a finite useful life are<br />

reviewed at least at each balance sheet date. Changes in <strong>the</strong> expected useful life or <strong>the</strong> expected<br />

pattern of consumption of future economic benefits embodied in <strong>the</strong> asset is accounted <strong>for</strong> by<br />

changing <strong>the</strong> amortization period or method, as appropriate, and treated as changes in accounting<br />

estimates. The amortization expense on intangible assets with finite lives is recognized in <strong>the</strong><br />

consolidated statement of income in <strong>the</strong> expense category consistent with <strong>the</strong> function of <strong>the</strong><br />

intangible asset. Intangible assets with indefinite useful lives are tested <strong>for</strong> impairment annually<br />

ei<strong>the</strong>r individually or at <strong>the</strong> CGU level. Such intangibles are not amortized. The useful life of an<br />

intangible asset with an indefinite life is reviewed annually to determine whe<strong>the</strong>r indefinite life<br />

assessment continues to be supportable. If not, <strong>the</strong> change in <strong>the</strong> useful life assessment from<br />

indefinite to finite is made on a prospective basis.<br />

*SGVMC116502*


- 13 -<br />

Gains or losses arising from <strong>the</strong> derecognition of an intangible asset are measured as <strong>the</strong> difference<br />

between <strong>the</strong> net disposal proceeds and <strong>the</strong> carrying amount of <strong>the</strong> asset and are recognized in <strong>the</strong><br />

consolidated statement of income when <strong>the</strong> 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 <strong>the</strong> asset is <strong>the</strong> amount of cash or cash equivalents paid or <strong>the</strong> fair value of <strong>the</strong> o<strong>the</strong>r<br />

considerations given up to acquire <strong>the</strong> asset at <strong>the</strong> time of its acquisition or production. Software<br />

costs are amortized on a straight-line basis over <strong>the</strong> estimated useful life of three (3) <strong>year</strong>s.<br />

Goodwill<br />

Any excess of <strong>the</strong> acquisition cost over <strong>the</strong> fair values of <strong>the</strong> identifiable net assets acquired is<br />

recognized as goodwill. Goodwill represents <strong>the</strong> excess of <strong>the</strong> acquisition cost over <strong>the</strong> fair value<br />

of <strong>the</strong>ir identifiable net assets at <strong>the</strong> 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 <strong>for</strong> 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 whe<strong>the</strong>r <strong>the</strong>re is any indication that its investments<br />

in associates may be impaired. If any indication exists, <strong>the</strong> Group estimates <strong>the</strong> asset’s<br />

recoverable amount. An asset’s recoverable amount is <strong>the</strong> higher of an asset’s or CGU’s fair value<br />

less cost to sell and its value in use. Where <strong>the</strong> carrying amount of an asset or CGU exceeds its<br />

recoverable amount, <strong>the</strong> 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, <strong>the</strong> Group assesses whe<strong>the</strong>r <strong>the</strong>re is any indication that its property and<br />

equipment and software costs may be impaired. When an indicator of impairment exists or when<br />

an annual impairment testing <strong>for</strong> an asset is required, <strong>the</strong> Group makes a <strong>for</strong>mal estimate of<br />

recoverable amount. Recoverable amount is <strong>the</strong> higher of an asset’s fair value less costs to sell and<br />

its value in use and is determined <strong>for</strong> an individual asset, unless <strong>the</strong> asset does not generate cash<br />

inflows that are largely independent of those from o<strong>the</strong>r assets or groups of assets, in which case<br />

<strong>the</strong> recoverable amount is assessed as part of <strong>the</strong> CGU to which it belongs. Where <strong>the</strong> carrying<br />

amount of an asset (or CGU) exceeds its recoverable amount, <strong>the</strong> asset (or CGU) is considered<br />

impaired and is written down to its recoverable amount. In assessing value in use, <strong>the</strong> estimated<br />

future cash flows are discounted to <strong>the</strong>ir present value using a pre-tax discount rate that reflects<br />

current market assessments of <strong>the</strong> time value of money and <strong>the</strong> risks specific to <strong>the</strong> 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 <strong>the</strong> <strong>year</strong> in which it arises, unless <strong>the</strong> asset is<br />

carried at a revalued amount, in which case <strong>the</strong> impairment loss is charged to <strong>the</strong> revaluation<br />

increment of <strong>the</strong> said asset.<br />

An assessment is made at each balance sheet date as to whe<strong>the</strong>r <strong>the</strong>re is any indication that<br />

previously recognized impairment losses may no longer exist or may have decreased. If such<br />

indication exists, <strong>the</strong> recoverable amount is estimated. A previously recognized impairment loss is<br />

reversed only if <strong>the</strong>re has been a change in <strong>the</strong> estimates used to determine <strong>the</strong> asset’s recoverable<br />

*SGVMC116502*


- 14 -<br />

amount since <strong>the</strong> last impairment loss was recognized. If that is <strong>the</strong> case, <strong>the</strong> carrying amount of<br />

<strong>the</strong> asset is increased to its recoverable amount. That increased amount cannot exceed <strong>the</strong> carrying<br />

amount that would have been determined, net of depreciation and amortization, had no impairment<br />

loss been recognized <strong>for</strong> <strong>the</strong> asset in prior <strong>year</strong>s. Such reversal is recognized in <strong>the</strong> consolidated<br />

statement of income unless <strong>the</strong> asset is carried at a revalued amount, in which case <strong>the</strong> reversal is<br />

treated as a revaluation increase. After such a reversal, <strong>the</strong> depreciation and amortization expense<br />

is adjusted in future <strong>year</strong>s to allocate <strong>the</strong> asset’s revised carrying amount, less any residual value,<br />

on a systematic basis over its remaining life.<br />

Goodwill<br />

Goodwill is reviewed <strong>for</strong> impairment annually or more frequently if events or changes in<br />

circumstances indicate that <strong>the</strong> carrying value may be impaired.<br />

Impairment is determined <strong>for</strong> goodwill by assessing <strong>the</strong> recoverable amount of <strong>the</strong> CGU (or group<br />

of CGUs) to which <strong>the</strong> goodwill relates. Where <strong>the</strong> recoverable amount of <strong>the</strong> CGU (or group of<br />

CGUs) is less than <strong>the</strong> carrying amount of <strong>the</strong> CGU (or group of CGUs) to which goodwill has<br />

been allocated, an impairment loss is recognized immediately in <strong>the</strong> consolidated statement of<br />

income. Impairment losses relating to goodwill cannot be reversed <strong>for</strong> subsequent increases in its<br />

recoverable amount in future periods. The Group per<strong>for</strong>ms its annual impairment test of goodwill<br />

at <strong>the</strong> balance sheet date.<br />

Input Value Added Tax (VAT)<br />

Input VAT represents VAT imposed on <strong>the</strong> Parent Company by its suppliers <strong>for</strong> <strong>the</strong> acquisition of<br />

goods and services as required by Philippine taxation laws and regulations. This will be claimed<br />

as tax credits. Input VAT is stated at its estimated net realizable values.<br />

Revenue Recognition<br />

Revenue is recognized to <strong>the</strong> extent that it is probable that <strong>the</strong> economic benefits will flow to <strong>the</strong><br />

Group and <strong>the</strong> 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 be<strong>for</strong>e revenue is recognized:<br />

Delivery fees<br />

Revenue from delivery fees is recognized as <strong>the</strong> service is rendered net of amounts payable to<br />

principals (i.e., partner remittance companies) <strong>for</strong> fees billed on <strong>the</strong>ir behalf.<br />

Service revenue<br />

Service revenue is recognized when <strong>the</strong> 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 <strong>the</strong> effective interest rate (EIR) method.<br />

The EIR method is a method of calculating <strong>the</strong> amortized cost of a financial asset or a financial<br />

liability and allocating <strong>the</strong> interest income or interest expense over <strong>the</strong> relevant period. The EIR is<br />

<strong>the</strong> rate that exactly discounts estimated future cash payments or receipts throughout <strong>the</strong> expected<br />

life of <strong>the</strong> financial instrument or, when appropriate, a shorter period to <strong>the</strong> net carrying amount of<br />

<strong>the</strong> financial asset or financial liability. When calculating <strong>the</strong> EIR, <strong>the</strong> Group estimates cash flows<br />

from <strong>the</strong> financial instrument (<strong>for</strong> example, prepayment options) but does not consider future<br />

credit losses. The calculation includes all fees and points paid or received between parties to <strong>the</strong><br />

contract that are an integral part of <strong>the</strong> EIR, transaction costs and all o<strong>the</strong>r premiums or discounts.<br />

*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 <strong>the</strong>reafter using <strong>the</strong> rate of interest used to discount<br />

<strong>the</strong> future cash flows <strong>for</strong> <strong>the</strong> purpose of measuring <strong>the</strong> impairment loss.<br />

Net trading 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 />

O<strong>the</strong>r income<br />

O<strong>the</strong>r income from processing remittance is recognized as <strong>the</strong> 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 <strong>the</strong> course of <strong>the</strong><br />

ordinary business activities of <strong>the</strong> Group. The following specific recognition criteria must also be<br />

met be<strong>for</strong>e costs and expenses are recognized:<br />

Cost of services<br />

This includes all expenses associated with <strong>the</strong> specific delivery fees. Such costs are recognized<br />

when <strong>the</strong> related delivery fees have been recognized.<br />

Operating expenses<br />

Operating expenses constitute costs incurred related to advertising and administering <strong>the</strong> business<br />

and are recognized when incurred.<br />

Taxes and licenses<br />

This includes all o<strong>the</strong>r taxes, local and national, including real estate taxes, licenses and permit<br />

fees included under ‘O<strong>the</strong>r operating expenses’ in <strong>the</strong> 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 <strong>the</strong> Parent Company is determined using <strong>the</strong> projected unit credit method.<br />

Under this method, <strong>the</strong> current service cost is <strong>the</strong> present value of retirement benefits payable in<br />

<strong>the</strong> future with respect to services rendered in <strong>the</strong> current period.<br />

The liability recognized in <strong>the</strong> consolidated balance sheet in respect of defined benefit retirement<br />

plan is <strong>the</strong> present value of <strong>the</strong> defined benefit obligation at <strong>the</strong> balance sheet date less <strong>the</strong> fair<br />

value of plan assets, toge<strong>the</strong>r with adjustments <strong>for</strong> unrecognized actuarial gains or losses and past<br />

service costs. The defined benefit obligation is calculated annually by an independent actuary<br />

using <strong>the</strong> projected unit credit method. The present value of <strong>the</strong> defined benefit obligation is<br />

determined by discounting <strong>the</strong> estimated future cash outflows using interest rates on Philippine<br />

government bonds that have terms to maturity approximating <strong>the</strong> terms of <strong>the</strong> 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 <strong>the</strong> net cumulative unrecognized<br />

actuarial gains and losses at <strong>the</strong> end of <strong>the</strong> previous period exceeded 10.00% of <strong>the</strong> higher of <strong>the</strong><br />

defined benefit obligation and <strong>the</strong> fair value of plan assets at that date. These gains or losses are<br />

recognized over <strong>the</strong> expected average remaining working lives of <strong>the</strong> employees participating in<br />

<strong>the</strong> plan.<br />

*SGVMC116502*


- 16 -<br />

Past-service costs, if any, are recognized immediately in income, unless <strong>the</strong> changes to <strong>the</strong><br />

retirement plan are conditional on <strong>the</strong> employees remaining in service <strong>for</strong> a specified period of<br />

time (<strong>the</strong> vesting period). In this case, <strong>the</strong> past-service costs are amortized on a straight-line basis<br />

over <strong>the</strong> vesting period.<br />

The defined benefit asset or liability comprises <strong>the</strong> present value of <strong>the</strong> defined benefit obligation<br />

less past service costs not yet recognized and less <strong>the</strong> fair value of plan assets out of which <strong>the</strong><br />

obligations are to be settled directly. The value of any asset is restricted to <strong>the</strong> sum of any past<br />

service cost not yet recognized and <strong>the</strong> present value of any economic benefits available in <strong>the</strong><br />

<strong>for</strong>m of refunds from <strong>the</strong> plan or reductions in <strong>the</strong> future contributions to <strong>the</strong> plan.<br />

Leases<br />

The determination of whe<strong>the</strong>r an arrangement is, or contains a lease is based on <strong>the</strong> substance of<br />

<strong>the</strong> arrangement at <strong>the</strong> inception date of whe<strong>the</strong>r <strong>the</strong> fulfillment of <strong>the</strong> arrangement is dependent<br />

on <strong>the</strong> use of a specific asset or assets or <strong>the</strong> arrangement conveys a right to use <strong>the</strong> asset. A<br />

reassessment is made after inception of <strong>the</strong> lease only if one of <strong>the</strong> following applies:<br />

(a) <strong>the</strong>re is a change in contractual terms, o<strong>the</strong>r than a renewal or extension of <strong>the</strong> arrangement;<br />

(b) a renewal option is exercised or extension granted, unless <strong>the</strong> term of <strong>the</strong> renewal or extension<br />

was initially included in <strong>the</strong> lease term;<br />

(c) <strong>the</strong>re is a change in <strong>the</strong> determination of whe<strong>the</strong>r fulfillment is dependent on a specified asset;<br />

or<br />

(d) <strong>the</strong>re is a substantial change to <strong>the</strong> asset.<br />

When a reassessment is made, lease accounting shall commence or cease from <strong>the</strong> date when <strong>the</strong><br />

change in circumstances gave rise to <strong>the</strong> reassessment <strong>for</strong> scenarios (a), (c), or (d) and at <strong>the</strong> date<br />

of renewal or extension <strong>for</strong> scenario (b).<br />

Group as a lessee<br />

Leases where <strong>the</strong> lessor retains substantially all <strong>the</strong> risks and benefits of ownership of <strong>the</strong> asset are<br />

classified as operating leases. Operating lease payments are recognized as an expense in <strong>the</strong><br />

consolidated statement of income on a straight-line basis over <strong>the</strong> lease term.<br />

Group as a lessor<br />

Leases in which <strong>the</strong> Group does not transfer substantially all <strong>the</strong> risks and benefits of ownership of<br />

<strong>the</strong> asset are classified as operating leases. Initial direct costs incurred in negotiating an operating<br />

lease are added to <strong>the</strong> carrying amount of <strong>the</strong> leased asset and recognized over <strong>the</strong> lease term on<br />

<strong>the</strong> same basis as rental income. Contingent rents are recognized as revenue in <strong>the</strong> period in which<br />

<strong>the</strong>y 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) <strong>year</strong>s and which<br />

<strong>ended</strong> on September 19, 2009. The Parent Company accounted <strong>for</strong> <strong>the</strong> share-based payment as an<br />

equity-settled transaction. The cost of equity-settled transactions is measured by reference to <strong>the</strong><br />

fair value of <strong>the</strong> equity instrument at <strong>the</strong> date at which <strong>the</strong>y are granted. The expense is<br />

recognized as part of ‘Salaries, wages and employee benefits’ in <strong>the</strong> consolidated statement of<br />

income over <strong>the</strong> lock-up period of two (2) <strong>year</strong>s. The cumulative expense recognized <strong>for</strong> equitysettled<br />

transactions at each balance sheet date until <strong>the</strong> vesting date reflects <strong>the</strong> extent to which <strong>the</strong><br />

vesting period has expired and <strong>the</strong> Group’s best estimate of <strong>the</strong> number of equity instruments that<br />

will ultimately vest. The expense in <strong>the</strong> consolidated statement of income <strong>for</strong> <strong>the</strong> period<br />

represents <strong>the</strong> movement in cumulative expense recognized at <strong>the</strong> beginning and end of <strong>the</strong> period.<br />

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- <strong>17</strong> -<br />

Income Taxes<br />

Current tax<br />

Current tax assets and liabilities <strong>for</strong> <strong>the</strong> current and prior periods are measured at <strong>the</strong> amount<br />

expected to be recovered from or paid to <strong>the</strong> taxation authorities. The tax rates and tax laws used<br />

to compute <strong>the</strong> amount are those that are enacted or substantially enacted at <strong>the</strong> balance sheet date.<br />

Deferred tax<br />

Deferred tax is provided, using <strong>the</strong> balance sheet liability method, on all temporary differences at<br />

<strong>the</strong> balance sheet date between <strong>the</strong> tax bases of assets and liabilities and <strong>the</strong>ir carrying amounts <strong>for</strong><br />

financial reporting purposes.<br />

Deferred tax liabilities are recognized <strong>for</strong> all taxable temporary differences, including asset<br />

revaluations. Deferred tax assets are recognized <strong>for</strong> all deductible temporary differences,<br />

carry<strong>for</strong>ward of unused tax credits from excess minimum corporate income tax (MCIT) over <strong>the</strong><br />

regular corporate income tax (RCIT), if any, and unused net operating loss carryover (NOLCO), if<br />

any, to <strong>the</strong> extent that it is probable that taxable income will be available against which <strong>the</strong><br />

deductible temporary differences and carry<strong>for</strong>ward of unused tax credits from excess MCIT over<br />

RCIT and unused NOLCO can be utilized.<br />

Deferred tax liabilities are not provided on non-taxable temporary differences associated with<br />

investments in associates where <strong>the</strong> timing of <strong>the</strong> reversal of <strong>the</strong> temporary differences can be<br />

controlled and it is probable that <strong>the</strong> temporary differences will not reverse in <strong>the</strong> <strong>for</strong>eseeable<br />

future.<br />

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to<br />

<strong>the</strong> extent that it is no longer probable that sufficient taxable income will be available to allow all<br />

or part of <strong>the</strong> deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at<br />

each balance sheet date and are recognized to <strong>the</strong> extent that it has become probable that future<br />

taxable income will allow <strong>the</strong> deferred tax assets to be recovered.<br />

Deferred tax assets and deferred tax liabilities are measured at <strong>the</strong> tax rates that are applicable to<br />

<strong>the</strong> period when <strong>the</strong> asset is realized or <strong>the</strong> liability is settled, based on tax rates (and tax laws) that<br />

have been enacted or substantially enacted at <strong>the</strong> balance sheet date.<br />

Deferred tax assets and deferred tax liabilities are offset if a legally en<strong>for</strong>ceable right exists to set<br />

off current tax assets against current tax liabilities and <strong>the</strong> deferred taxes relate to <strong>the</strong> same taxable<br />

entity and <strong>the</strong> same taxation authority.<br />

Current tax and deferred tax relating to items recognized directly in equity are also recognized in<br />

equity and not in <strong>the</strong> consolidated statement of income.<br />

Discontinued Operations<br />

A discontinued operation is a component of <strong>the</strong> 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 <strong>for</strong> sale, or<br />

is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued<br />

operation occurs upon disposal or when <strong>the</strong> operation meets <strong>the</strong> criteria to be classified as held <strong>for</strong><br />

sale, if earlier. When an operation is classified as a discontinued operation, <strong>the</strong> comparative<br />

consolidated statement of income are re-presented as if <strong>the</strong> operation had been discontinued from<br />

<strong>the</strong> start of <strong>the</strong> comparative period. In <strong>the</strong> consolidated statement of income of <strong>the</strong> reporting<br />

period, and of <strong>the</strong> comparable period of <strong>the</strong> previous <strong>year</strong>, income and expenses from<br />

*SGVMC116502*


- 18 -<br />

discontinued operations are reported separately from normal income and expenses down to <strong>the</strong><br />

level of profit after taxes. The resulting profit or loss (after taxes) is reported separately in <strong>the</strong><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 <strong>for</strong> all shares issued and outstanding. When <strong>the</strong> shares are<br />

sold at a premium, <strong>the</strong> difference between <strong>the</strong> proceeds and <strong>the</strong> par value is credited to ‘Capital<br />

paid-in excess of par value’ account. Direct costs incurred related to 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 <strong>the</strong> ‘Capital paid-in excess of par value’ is not sufficient, <strong>the</strong><br />

excess is charged to profit or loss.<br />

A change in <strong>the</strong> ownership interest of a subsidiary, without a loss of control, is accounted <strong>for</strong> as an<br />

equity transaction. The excess of acquisition cost over <strong>the</strong> carrying value of <strong>the</strong> noncontrolling<br />

interest is charged against <strong>the</strong> ‘Capital paid-in excess of par value’.<br />

When <strong>the</strong> Group issues more than one class of stock, a separate account is maintained <strong>for</strong> each<br />

class of stock and <strong>the</strong> number of shares issued.<br />

‘Retained earnings’ represents accumulated earnings (losses) of <strong>the</strong> 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 <strong>the</strong> consolidated statement of<br />

income on <strong>the</strong> purchase, sale, issue or cancellation of <strong>the</strong> Group’s own equity instruments. Any<br />

difference between <strong>the</strong> carrying amount and <strong>the</strong> 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 <strong>for</strong> <strong>the</strong> <strong>year</strong> attributable to <strong>the</strong><br />

equity holders of <strong>the</strong> Parent Company by <strong>the</strong> weighted average number of common shares issued<br />

and outstanding during <strong>the</strong> <strong>year</strong>, after giving retroactive effect to any stock dividends or stock<br />

splits, if any, declared during <strong>the</strong> <strong>year</strong>. Diluted EPS is computed by dividing net income<br />

applicable to common stockholders attributable to equity holder of <strong>the</strong> Parent Company by <strong>the</strong><br />

weighted average number of common shares issued and outstanding during <strong>the</strong> <strong>year</strong> after giving<br />

effect to assumed conversion of dilutive potential common shares.<br />

The weighted average number of ordinary shares outstanding during <strong>the</strong> period is <strong>the</strong> number of<br />

ordinary shares outstanding at <strong>the</strong> beginning of <strong>the</strong> period, adjusted by <strong>the</strong> number of ordinary<br />

shares bought back or issued during <strong>the</strong> period multiplied by a time-weighting factor. The timeweighting<br />

factor is <strong>the</strong> number of days that <strong>the</strong> shares are outstanding as a proportion of <strong>the</strong> total<br />

number of days in <strong>the</strong> period; a reasonable approximation of <strong>the</strong> 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 <strong>the</strong> Board of Directors (BOD) of <strong>the</strong> Parent Company. Stock dividends<br />

are deducted from equity when declared and approved by <strong>the</strong> BOD and stockholders of <strong>the</strong> Parent<br />

Company.<br />

*SGVMC116502*


- 19 -<br />

Related party relationships and transactions<br />

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

o<strong>the</strong>r party or exercise significant influence over <strong>the</strong> o<strong>the</strong>r party in making financial and operating<br />

decisions. Parties are also considered to be related if <strong>the</strong>y 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 <strong>the</strong> Group has a present obligation (legal or constructive) as a<br />

result of a past event, it is probable that an outflow of assets embodying economic benefits will be<br />

required to settle <strong>the</strong> obligation and a reliable estimate can be made of <strong>the</strong> amount of <strong>the</strong><br />

obligation. Where <strong>the</strong> Group expects a provision to be reimbursed, <strong>the</strong> reimbursement is<br />

recognized as a separate asset but only when <strong>the</strong> reimbursement is virtually certain. The expense<br />

relating to any provision is presented in <strong>the</strong> consolidated statement of income, net of any<br />

reimbursement.<br />

Contingencies<br />

Contingent liabilities are not recognized in <strong>the</strong> consolidated financial statements. These are<br />

disclosed unless <strong>the</strong> possibility of an outflow of resources embodying economic benefits is<br />

remote. A contingent asset is not recognized in <strong>the</strong> consolidated financial statements but disclosed<br />

when an inflow of economic benefits is probable.<br />

Events After <strong>the</strong> <strong>Report</strong>ing Period<br />

Post <strong>year</strong>-end events that provide additional in<strong>for</strong>mation about <strong>the</strong> Group’s financial position at<br />

<strong>the</strong> balance sheet date (adjusting events) are reflected in <strong>the</strong> financial statements. Post <strong>year</strong>-end<br />

events that are not adjusting events are disclosed in <strong>the</strong> notes to <strong>the</strong> consolidated financial<br />

statements when material.<br />

Segment <strong>Report</strong>ing<br />

The Group’s operating businesses are organized and managed separately within a particular<br />

economic environment or geographical area, with each segment representing a strategic business<br />

unit which is subject to risks and rewards that are different from those of o<strong>the</strong>r segments.<br />

Financial in<strong>for</strong>mation on business segments is presented in Note 27.<br />

Standards Issued but not Effective<br />

The Group will adopt <strong>the</strong> following standards and interpretations enumerated below when <strong>the</strong>se<br />

become effective. Except as o<strong>the</strong>rwise indicated, <strong>the</strong> Group does not expect <strong>the</strong> adoption of <strong>the</strong>se<br />

new and am<strong>ended</strong> PFRS and Philippine Interpretations to have significant impact on its financial<br />

position and per<strong>for</strong>mance.<br />

Effective in 2012<br />

PFRS 7 Amendments, Financial Instruments: Disclosures - Disclosures - Transfers of Financial<br />

Assets<br />

The amendments to PFRS 7 are effective <strong>for</strong> annual periods beginning on or after July 1, <strong>2011</strong>.<br />

The amendments will allow users of financial statements to improve <strong>the</strong>ir understanding of<br />

transfer transactions of financial assets (<strong>for</strong> example, securitizations), including understanding <strong>the</strong><br />

possible effects of any risks that may remain with <strong>the</strong> entity that transferred <strong>the</strong> assets. The<br />

amendments also require additional disclosures if a disproportionate amount of transfer<br />

transactions are undertaken around <strong>the</strong> end of a reporting period.<br />

*SGVMC116502*


- 20 -<br />

PAS 12 Amendment, Income Taxes - Deferred Tax: Recovery of Underlying Assets<br />

The amendment to PAS 12 is effective <strong>for</strong> annual periods beginning on or after January 1, 2012.<br />

It provides a practical solution to <strong>the</strong> problem of assessing whe<strong>the</strong>r recovery of an asset will be<br />

through use or sale. It introduces a presumption that recovery of <strong>the</strong> carrying amount of an asset<br />

will normally be through sale.<br />

Effective in 2013<br />

PAS 1, Financial Statement Presentation – Presentation of Items of O<strong>the</strong>r Comprehensive Income<br />

(OCI)<br />

The amendment effective <strong>for</strong> annual periods beginning or after July 1, 2012, changes <strong>the</strong> 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 <strong>for</strong> annual periods beginning on or after January 1, 2013. It<br />

establishes that as a consequence of <strong>the</strong> new PFRS 10, Consolidated Financial Statement and<br />

PFRS 12, Disclosure of Interests in O<strong>the</strong>r Entities, what remains of PAS 27 is limited to<br />

accounting <strong>for</strong> 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 <strong>for</strong> annual periods beginning on or after January 1, 2013, requires an<br />

entity to disclose in<strong>for</strong>mation about rights of set-off and related arrangements (such as collateral<br />

agreements). The new disclosures are required <strong>for</strong> 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 en<strong>for</strong>ceable master netting arrangement or ‘similar agreement’, irrespective<br />

of whe<strong>the</strong>r <strong>the</strong>y are set-off in accordance with PAS 32.<br />

PFRS 10, Consolidated Financial Statements<br />

The standard, effective <strong>for</strong> annual periods beginning on or after January 1, 2013, establishes<br />

principles <strong>for</strong> <strong>the</strong> presentation and preparation of consolidated financial statements when an entity<br />

controls one or more o<strong>the</strong>r entities. The Group will assess <strong>the</strong> impact of <strong>the</strong> amendment on its<br />

financial position and per<strong>for</strong>mance when <strong>the</strong>y become effective.<br />

PFRS 11, Joint Arrangements<br />

PFRS 11 provides <strong>for</strong> a more realistic reflection of joint arrangements by focusing on <strong>the</strong> rights<br />

and obligations of <strong>the</strong> arrangement, ra<strong>the</strong>r than its legal <strong>for</strong>m. The standard addresses<br />

inconsistencies in <strong>the</strong> reporting of joint arrangements by requiring a single method to account <strong>for</strong><br />

interests in jointly controlled entities. The standard is effective <strong>for</strong> annual periods beginning on or<br />

after January 1, 2013.<br />

PFRS 12, Disclosure of Interests in O<strong>the</strong>r Entities<br />

PFRS 12 is a new and comprehensive standard on disclosure requirements <strong>for</strong> all <strong>for</strong>ms of<br />

interests in o<strong>the</strong>r entities, including subsidiaries, joint arrangements, associates and unconsolidated<br />

structured entities. The standard is effective <strong>for</strong> annual periods beginning on or after January 1,<br />

2013. The Group will assess <strong>the</strong> impact of <strong>the</strong> amendment on its financial position and<br />

per<strong>for</strong>mance when <strong>the</strong>y become effective.<br />

*SGVMC116502*


- 21 -<br />

PFRS 13, Fair Value Measurement<br />

This standard represents <strong>the</strong> completion of <strong>the</strong> joint project to establish a single source <strong>for</strong> <strong>the</strong><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 ra<strong>the</strong>r, describes how to measure fair value under PFRS,<br />

when fair value is required or permitted to be used. This standard is effective <strong>for</strong> annual periods<br />

beginning on or after January 1, 2013. The Group will assess <strong>the</strong> impact of <strong>the</strong> amendment on its<br />

financial position and per<strong>for</strong>mance when <strong>the</strong>y become effective.<br />

PAS 19 Amendments, Employee Benefits - Defined Benefit Plans<br />

The amendments focus on <strong>the</strong> following key areas: <strong>the</strong> elimination of <strong>the</strong> option to defer <strong>the</strong><br />

recognition of gains and losses resulting from defined benefit plans (<strong>the</strong> corridor approach); <strong>the</strong><br />

elimination of options <strong>for</strong> <strong>the</strong> presentation of gains and losses relating to those plans; and <strong>the</strong><br />

improvement of disclosure requirements that will better show <strong>the</strong> characteristics of defined benefit<br />

plans and <strong>the</strong> risks arising from those plans. The amendments to <strong>the</strong> recognition, presentation and<br />

disclosure requirements will ensure that <strong>the</strong> financial statements provide investors and o<strong>the</strong>r users<br />

with a clear picture of an entity’s commitments resulting from defined benefit plans. The<br />

amendments to PAS 19 are effective <strong>for</strong> annual periods beginning on or after January 1, 2013.<br />

The Group will assess <strong>the</strong> impact of <strong>the</strong> amendment on its financial position and per<strong>for</strong>mance<br />

when <strong>the</strong>y become effective.<br />

Effective 2014<br />

PAS 32 Amendment, Financial Instruments: Presentation – Offsetting Financial Assets and<br />

Financial Liabilities<br />

The amendment to PAS 32 is effective <strong>for</strong> annual periods beginning on or after January 1, 2014.<br />

This clarifies <strong>the</strong> meaning of “currently has a legally en<strong>for</strong>ceable right to set-off” and <strong>the</strong><br />

application of <strong>the</strong> 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 2015<br />

PFRS 9, Financial Instruments: Classification and Measurement<br />

The standard is effective <strong>for</strong> annual periods beginning on or after January 1, 2015. It reflects <strong>the</strong><br />

first phase on <strong>the</strong> 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 <strong>the</strong> impact of <strong>the</strong> amendment on its financial position and<br />

per<strong>for</strong>mance when <strong>the</strong>y become effective.<br />

Philippine Interpretation IFRIC 15, Agreement <strong>for</strong> Construction of Real Estate<br />

This Interpretation, effective <strong>for</strong> annual periods beginning on or after January 1, 2015, covers<br />

accounting <strong>for</strong> revenue and associated expenses by entities that undertake <strong>the</strong> 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 <strong>for</strong> 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 <strong>the</strong> construction materials and where <strong>the</strong> risks and reward of<br />

ownership are transferred to <strong>the</strong> buyer on a continuous basis will also be accounted <strong>for</strong> based on<br />

stage of completion.<br />

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- 22 -<br />

3. Significant Accounting Judgments and Estimates<br />

The preparation of <strong>the</strong> financial statements in compliance with PFRS requires <strong>the</strong> Group to make<br />

judgments and estimates that affect <strong>the</strong> reported amounts of assets, liabilities, income and<br />

expenses and disclosure of contingent assets and contingent liabilities. Future events may occur<br />

which will cause <strong>the</strong> assumptions used in arriving at <strong>the</strong> estimates to change. The effects of any<br />

change in estimates are reflected in <strong>the</strong> financial statements as <strong>the</strong>y become reasonably<br />

determinable.<br />

Judgments and estimates are continually evaluated and are based on historical experience and<br />

o<strong>the</strong>r factors, including expectations of future events that are believed to be reasonable under <strong>the</strong><br />

circumstances.<br />

Judgments<br />

a. Functional Currency<br />

PAS 21 requires management to use its judgment to determine <strong>the</strong> entity’s functional currency<br />

such that it most faithfully represents <strong>the</strong> economic effects of <strong>the</strong> underlying transactions,<br />

events and conditions that are relevant to <strong>the</strong> entity. In making this judgment, <strong>the</strong> Group<br />

considers <strong>the</strong> following:<br />

• <strong>the</strong> currency that mainly influences sales prices <strong>for</strong> financial instruments and services (this<br />

will often be <strong>the</strong> currency in which sales prices <strong>for</strong> its financial instruments and services<br />

are denominated and settled);<br />

• <strong>the</strong> currency in which funds from financing activities are generated; and<br />

• <strong>the</strong> currency in which receipts from operating activities are usually retained.<br />

Each entity in <strong>the</strong> Group determines its own functional currency being <strong>the</strong> currency that<br />

mainly influences each entity’s revenues and costs and expenses. The functional currency of<br />

<strong>the</strong> Parent Company is <strong>the</strong> Philippine peso, while those of <strong>the</strong> 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 <strong>the</strong><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 <strong>for</strong> its office premises. The<br />

Group has determined that it has not acquired <strong>the</strong> significant risks and rewards of ownership<br />

of <strong>the</strong> leased properties and so account <strong>for</strong> <strong>the</strong> 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 <strong>the</strong> terms and conditions of <strong>the</strong> arrangements, that it retains all <strong>the</strong><br />

significant risks and rewards of ownership of <strong>the</strong>se properties and accounts <strong>for</strong> <strong>the</strong> contracts as<br />

operating leases.<br />

*SGVMC116502*


- 23 -<br />

d. Discontinued Operations<br />

Management has assessed that <strong>the</strong> Italy operations disposed by IRCGmbH in <strong>2011</strong> 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 <strong>the</strong> probable costs<br />

<strong>for</strong> <strong>the</strong> resolution of <strong>the</strong>se claims has been developed in consultation with outside counsel<br />

handling <strong>the</strong> defense in <strong>the</strong>se matters and is based upon an analysis of potential results. The<br />

Group currently does not believe <strong>the</strong>se proceedings will have a material effect on <strong>the</strong> Group’s<br />

financial position. It is possible, however, that future results of operations could be materially<br />

affected by changes in <strong>the</strong> estimates or in <strong>the</strong> effectiveness of <strong>the</strong> strategies relating to <strong>the</strong>se<br />

proceedings (see Note 29).<br />

f. Determination of whe<strong>the</strong>r <strong>the</strong> Group is acting as a principal or an agent<br />

The Group assesses its revenue arrangements against <strong>the</strong> following criteria to determine<br />

whe<strong>the</strong>r it is acting as a principal or an agent:<br />

• whe<strong>the</strong>r <strong>the</strong> Group has primary responsibility <strong>for</strong> providing <strong>the</strong> goods and services;<br />

• whe<strong>the</strong>r <strong>the</strong> Group has inventory risk;<br />

• whe<strong>the</strong>r <strong>the</strong> Group has discretion in establishing prices; and<br />

• whe<strong>the</strong>r <strong>the</strong> Group bears <strong>the</strong> credit risk.<br />

If <strong>the</strong> Group has determined it is acting as a principal, revenue is recognized on a gross basis<br />

with <strong>the</strong> amount remitted to <strong>the</strong> o<strong>the</strong>r party being accounted <strong>for</strong> as part of costs and expenses.<br />

If <strong>the</strong> Group has determined it is acting as an agent, only <strong>the</strong> net amount retained is recognized<br />

as revenue.<br />

The Group assessed its revenue arrangements and concluded that it is acting as principal in<br />

some arrangements and as an agent in o<strong>the</strong>r arrangements.<br />

g. Going concern<br />

The Group’s management has made an assessment of <strong>the</strong> Group’s ability to continue as a<br />

going concern and is satisfied that <strong>the</strong> Group has <strong>the</strong> resources to continue in business <strong>for</strong> <strong>the</strong><br />

<strong>for</strong>eseeable future. Fur<strong>the</strong>rmore, management is not aware of any material uncertainties that<br />

may cast significant doubt upon <strong>the</strong> Group’s ability to continue as a going concern. There<strong>for</strong>e,<br />

<strong>the</strong> financial statements continue to be prepared on <strong>the</strong> going concern basis.<br />

Estimates<br />

a. Credit losses on receivables<br />

The Group reviews its receivables at each balance sheet date to assess whe<strong>the</strong>r an allowance<br />

<strong>for</strong> credit losses should be recorded in <strong>the</strong> consolidated balance sheet. In particular, judgment<br />

by management is required in <strong>the</strong> estimation of <strong>the</strong> amount and timing of future cash flows<br />

when determining <strong>the</strong> level of allowance required. Such estimates are based on assumptions<br />

about a number of factors such as <strong>the</strong> length of <strong>the</strong> 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 <strong>the</strong><br />

allowance.<br />

*SGVMC116502*


- 24 -<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, accounts receivable and o<strong>the</strong>r receivables are carried in <strong>the</strong><br />

consolidated balance sheet at P=0.93 billion and P=0.11 billion, respectively (see Notes 8 and 9).<br />

As of <strong>December</strong> <strong>31</strong>, 2010, accounts receivable and o<strong>the</strong>r receivables are carried in <strong>the</strong><br />

consolidated balance sheet at P=1.06 billion and P=0.08 billion, respectively. The Group has<br />

assessed that <strong>the</strong>re is no need to recognize impairment losses on its receivables as of<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010.<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 <strong>the</strong> carrying amount of <strong>the</strong> assets may not be<br />

recoverable. Among o<strong>the</strong>rs, <strong>the</strong> factors that <strong>the</strong> Group considers important, which could<br />

trigger an impairment review on its investments in associates, include <strong>the</strong> following:<br />

• deteriorating or poor financial condition;<br />

• recurring net losses; and<br />

• significant changes with an adverse effect on <strong>the</strong> associate have taken place during <strong>the</strong><br />

period, or will take place in <strong>the</strong> near future, in <strong>the</strong> technological, market, economic, or<br />

legal environment in which <strong>the</strong> associate operates.<br />

(ii) Goodwill<br />

The Group determines whe<strong>the</strong>r goodwill is impaired at least on an annual basis. This<br />

requires an estimation of <strong>the</strong> recoverable amount, which is <strong>the</strong> higher of <strong>the</strong> net selling<br />

price or value in use of <strong>the</strong> CGU to which <strong>the</strong> goodwill is allocated.<br />

The Group’s impairment test <strong>for</strong> goodwill is based on value in use calculations that use a<br />

discounted cash flow model. The cash flows are derived from <strong>the</strong> budget <strong>for</strong> <strong>the</strong> next five<br />

<strong>year</strong>s and do not include restructuring activities that <strong>the</strong> Group is not yet committed to or<br />

significant future investments that will enhance <strong>the</strong> asset base of <strong>the</strong> CGU being tested.<br />

The recoverable amount is most sensitive to <strong>the</strong> discount rate used <strong>for</strong> <strong>the</strong> discounted cash<br />

flow model as well as <strong>the</strong> expected future cash-inflows and <strong>the</strong> growth rate used <strong>for</strong><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 <strong>the</strong> carrying amount of <strong>the</strong> asset may not<br />

be recoverable. The factors that <strong>the</strong> Group considers important, which could trigger an<br />

impairment review, include <strong>the</strong> following:<br />

• significant underper<strong>for</strong>mance relative to expected historical or projected future<br />

operating results;<br />

• significant changes in <strong>the</strong> manner of use of <strong>the</strong> acquired assets or <strong>the</strong> strategy <strong>for</strong><br />

overall business; and<br />

• significant negative industry or economic trends.<br />

The Group recognizes an impairment loss whenever <strong>the</strong> carrying amount of <strong>the</strong> asset<br />

exceeds its recoverable amount. The recoverable amount is determined based on <strong>the</strong><br />

asset’s value in use computation, which considers <strong>the</strong> present value of estimated future<br />

cash flows expected to be generated from <strong>the</strong> continued use of <strong>the</strong> asset.<br />

*SGVMC116502*


- 25 -<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, no impairment losses were recognized on <strong>the</strong> Group’s<br />

nonfinancial assets, including goodwill. The carrying values of <strong>the</strong> Group’s nonfinancial<br />

assets follow:<br />

<strong>2011</strong> 2010<br />

Investments in associates (Note 11) P=23,064,091 P=20,932,236<br />

Property and equipment - net (Note 12) 19,207,458 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 <strong>the</strong> estimated useful lives of property and equipment and software costs<br />

annually based on <strong>the</strong> expected asset utilization after considering <strong>the</strong> expected future<br />

technological developments and market behavior. Significant changes in <strong>the</strong>se estimates<br />

resulting from changes in <strong>the</strong> factors a<strong>for</strong>ementioned could possibly affect <strong>the</strong> future results of<br />

operations. Any decrease in <strong>the</strong> estimated useful life of <strong>the</strong> property and equipment and<br />

software costs would decrease <strong>the</strong>ir respective balances and increase <strong>the</strong> recorded depreciation<br />

and amortization (see Note 2).<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> carrying values of Property and equipment and<br />

Software costs follow:<br />

<strong>2011</strong> 2010<br />

Property and equipment (Note 12) P=19,207,458 P=27,013,308<br />

Software costs (Note 14) 1,450,944 2,081,746<br />

In <strong>2011</strong>, 2010 and 2009, <strong>the</strong> Group recognized depreciation and amortization in <strong>the</strong><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 <strong>the</strong> carrying amounts of deferred tax assets at each balance sheet date and<br />

reduces it to <strong>the</strong> extent that it is no longer probable that sufficient taxable income will be<br />

available to allow all or part of <strong>the</strong> deferred tax assets to be utilized. Significant judgment is<br />

required to determine <strong>the</strong> amount of deferred tax assets that can be recognized, based upon <strong>the</strong><br />

likely timing and level of future taxable income toge<strong>the</strong>r with future tax planning strategies.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> Group’s recognized deferred tax assets amounted to<br />

P=4.98 million and P=4.23 million, respectively. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong><br />

Group’s recognized deferred tax liabilities amounted to P=<strong>31</strong>,969 and P=29,765, respectively.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> 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 <strong>the</strong>se<br />

temporary differences will be realized in <strong>the</strong> future (see Note 25).<br />

e. Present value of net retirement obligation<br />

The cost of defined benefit retirement plan and o<strong>the</strong>r post employment benefits 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 <strong>the</strong> long-term nature of <strong>the</strong>se benefits, such estimates are<br />

subject to significant uncertainty.<br />

*SGVMC116502*


- 26 -<br />

The assumed discount rates were determined using <strong>the</strong> market yields on Philippine<br />

government bonds with terms consistent with <strong>the</strong> expected employee benefit payout as of <strong>the</strong><br />

consolidated balance sheet date. Refer to Note 18 <strong>for</strong> <strong>the</strong> details of assumptions used in <strong>the</strong><br />

calculation. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> Group recognized retirement asset of<br />

P=0.37 million and retirement liability of P=0.78 million, respectively. In <strong>2011</strong>, 2010 and 2009,<br />

<strong>the</strong> 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 <strong>the</strong> cost of its equity-settled share based program at grant date using<br />

<strong>the</strong> price earnings multiple model taking into account <strong>the</strong> terms and conditions upon which <strong>the</strong><br />

shares were granted. At <strong>year</strong>end, <strong>the</strong> Group estimates <strong>the</strong> number of equity instruments that<br />

will ultimately vest. The Group recognized cost of equity-settled share based payments<br />

amounting to P=1.53 million in 2009 (see Note 19). The vesting period of <strong>the</strong> stock purchase<br />

program <strong>ended</strong> on September 19, 2009.<br />

4. Fair Value Measurement<br />

The following tables summarize <strong>the</strong> carrying amounts and fair values of <strong>the</strong> Group’s financial<br />

assets and financial liabilities:<br />

<strong>2011</strong> 2010<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,<strong>31</strong>5,584 821,<strong>31</strong>5,584<br />

Short-term deposits<br />

Accounts receivable<br />

37,236,592 37,236,592 10,180,0<strong>31</strong> 10,180,0<strong>31</strong><br />

Agents 930,022,937 930,022,937 1,025,016,072 1,025,016,072<br />

Couriers<br />

O<strong>the</strong>r receivables<br />

3,523,052 3,523,052 34,283,201 34,283,201<br />

Nontrade receivable 72,432,683 72,432,683 – –<br />

Related parties 25,020,726 25,020,726 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 />

O<strong>the</strong>rs<br />

O<strong>the</strong>r noncurrent assets:<br />

3,838,695 3,838,695 3,267,906 3,267,906<br />

Refundable deposits <strong>17</strong>,291,585 <strong>17</strong>,018,242 14,099,442 12,755,091<br />

Total<br />

O<strong>the</strong>r Financial Liabilities<br />

Beneficiaries and o<strong>the</strong>r 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 – – 1,4<strong>31</strong>,156 1,4<strong>31</strong>,156<br />

O<strong>the</strong>rs – – 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 <strong>the</strong> fair value of <strong>the</strong> financial<br />

instruments:<br />

Cash and cash equivalents, Account receivables, O<strong>the</strong>r receivables, Beneficiaries and o<strong>the</strong>r<br />

payables and Interest-bearing loans - carrying amounts approximate fair values due to <strong>the</strong><br />

relatively short-term maturities of <strong>the</strong>se instruments.<br />

Financial assets at FVPL - fair values are based on quoted market prices.<br />

Refundable deposits - fair values are based on <strong>the</strong> 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 />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively.<br />

Fair Value Hierarchy<br />

The Group uses <strong>the</strong> following hierarchy <strong>for</strong> determining and disclosing <strong>the</strong> fair value of financial<br />

instruments by valuation technique:<br />

Level 1: quoted prices in active markets <strong>for</strong> identical assets or liabilities;<br />

Level 2: inputs o<strong>the</strong>r than quoted prices included in Level 1 that are observable <strong>for</strong> <strong>the</strong> asset or<br />

liability, ei<strong>the</strong>r directly (as prices) or indirectly (derived from prices); and<br />

Level 3: inputs that are not based on observable market data or unobservable inputs.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> financial instruments carried at fair value only pertains to<br />

<strong>the</strong> Group’s financial assets at FVPL, which consist of investments in debt and equity securities<br />

(see Note 7). The fair values of <strong>the</strong>se 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>2011</strong> and 2010.<br />

5. Financial Risk Management Objectives and Policies<br />

The Group’s principal financial instruments mainly comprise of short-term loans from banks. The<br />

main purpose of <strong>the</strong>se financial instruments is to raise funds <strong>for</strong> <strong>the</strong> Group’s fulfillment or delivery<br />

of remittance transactions to beneficiaries. The Group also has various o<strong>the</strong>r financial assets and<br />

liabilities such as cash and cash equivalents, accounts receivables, and accounts payable to<br />

beneficiaries, which arise directly from its remittance operations.<br />

The main risks arising from <strong>the</strong> Group’s financial instruments are credit risk, <strong>for</strong>eign currency<br />

risk, cash flow interest rate risk, fair value interest rate risk and liquidity risk. The BOD reviews<br />

and approves policies <strong>for</strong> managing each of <strong>the</strong>se risks and <strong>the</strong>se are summarized below:<br />

Credit Risk<br />

Credit risk is <strong>the</strong> risk of loss resulting from <strong>the</strong> failure of a borrower or counterparty to per<strong>for</strong>m its<br />

obligations during <strong>the</strong> life of <strong>the</strong> 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 <strong>the</strong> Group to potential risk from difficulties in recovering<br />

transaction money from <strong>for</strong>eign partners. Receivables from agents arise as a result of its<br />

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

maintained <strong>the</strong> following credit policies: (a) implement a contract that incorporates a bond and<br />

advance payment cover such that <strong>the</strong> full amount of <strong>the</strong> transaction will be credited to <strong>the</strong> Group<br />

*SGVMC116502*


- 28 -<br />

prior to <strong>the</strong>ir delivery to <strong>the</strong> beneficiaries, which applies generally to all new agents of <strong>the</strong> Group<br />

and in certain cases to old agents; (b) all <strong>for</strong>eign offices and agents must settle <strong>the</strong>ir accounts<br />

within <strong>the</strong> agreed credit terms, o<strong>the</strong>rwise, <strong>the</strong> fulfillment or delivery of <strong>the</strong>ir 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 <strong>the</strong> o<strong>the</strong>r pertinent aspects of <strong>the</strong>ir<br />

partners’ businesses which assures <strong>the</strong> Group of <strong>the</strong> financial soundness of <strong>the</strong>ir partner firms; and<br />

(d) receivable balances are monitored daily by <strong>the</strong> regional managers with <strong>the</strong> result that <strong>the</strong><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. O<strong>the</strong>r receivables, which include advances to related<br />

parties, are also highly collectible and are due in less than one <strong>year</strong>.<br />

The table below shows <strong>the</strong> maximum credit exposure of <strong>the</strong> Group per account classification as of<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010 (see Notes 6, 7, 8, 9 and 14):<br />

<strong>2011</strong> 2010<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 8<strong>31</strong>,495,615<br />

Accounts receivable 933,545,989 1,059,299,273<br />

O<strong>the</strong>r receivables<br />

Nontrade receivable 72,432,683 −<br />

Related parties 25,020,726 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 />

O<strong>the</strong>rs 3,838,695 3,267,906<br />

O<strong>the</strong>r noncurrent assets<br />

Refundable deposits <strong>17</strong>,291,585 14,099,442<br />

P=2,033,732,245 P=2,091,240,498<br />

* excludes cash on hand<br />

Maximum exposure <strong>for</strong> financial instruments recorded at fair value as shown above represent <strong>the</strong><br />

risk exposure as of respective balance sheet dates but not <strong>the</strong> maximum risk exposure that could<br />

arise in <strong>the</strong> future as a result of changes in value.<br />

The table below shows <strong>the</strong> maximum credit exposure of <strong>the</strong> Group per geographical classification<br />

as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010:<br />

<strong>2011</strong> 2010<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 nei<strong>the</strong>r 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 <strong>the</strong> borrower has a low probability of default and could withstand <strong>the</strong> normal business<br />

cycle. Financial assets at FVPL are also assessed as high grade since <strong>the</strong>se are issued by reputable<br />

companies.<br />

*SGVMC116502*


- 29 -<br />

As at <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, <strong>the</strong> Group has past due but not impaired receivables from agents<br />

amounting to P=8.77 million. These receivables have been outstanding <strong>for</strong> more than six months<br />

but less than one <strong>year</strong>. No impairment was recognized relative to <strong>the</strong>se receivables. There are no<br />

past due but not impaired receivables as of <strong>December</strong> <strong>31</strong>, 2010.<br />

Foreign Currency Risk<br />

Foreign currency risk is <strong>the</strong> risk to earnings or capital arising from changes in <strong>for</strong>eign exchange<br />

rates. It is <strong>the</strong> Group’s policy that all daily <strong>for</strong>eign currencies, which arise as a result of its<br />

remittance transactions, must be traded daily with bank partners only at prevailing <strong>for</strong>eign<br />

exchange rates in <strong>the</strong> market. The daily closing <strong>for</strong>eign exchange rates shall be <strong>the</strong> guiding rate in<br />

providing wholesale rates and retail rates to <strong>for</strong>eign offices and agents, respectively. The trading<br />

proceeds will be used to pay out bank loans and o<strong>the</strong>r obligations of <strong>the</strong> Group.<br />

The tables below summarize <strong>the</strong> Group’s exposure to <strong>for</strong>eign exchange risk. Included in <strong>the</strong> tables<br />

are <strong>the</strong> Group’s <strong>for</strong>eign currency-denominated monetary assets and liabilities as of<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, and <strong>the</strong>ir PHP equivalent.<br />

<strong>2011</strong><br />

Cash and Cash<br />

PHP<br />

Currency<br />

Equivalents Receivables Payables Total Equivalent<br />

CAD 1,774,<strong>31</strong>7 2,993,761 (52,132) 4,715,946 P=201,888,510<br />

EUR 1,079,751 370,790 (58,203) 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 – 20,248,641 – 20,248,641 29,205,344<br />

NZD 128,013 268,978 (5,630) 391,361 13,192,205<br />

QAR 275 – – 275 3,<strong>31</strong>1<br />

Net exposure P=664,343,704<br />

2010<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 90,850,6<strong>17</strong><br />

HKD 5,410,983 14,370,305 (154,859) 19,626,429 110,564,<strong>31</strong>0<br />

SGD 89,587 1,254,112 – 1,343,699 45,565,156<br />

AUD 470,898 718,244 (14,991) 1,<strong>17</strong>4,151 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 8,715,202<br />

NTD – 23,7<strong>31</strong>,378 – 23,7<strong>31</strong>,378 35,581,120<br />

NZD 128,277 105,825 (5,412) 228,690 7,659,688<br />

QAR 275 – – 275 3,<strong>31</strong>2<br />

Net exposure P=600,365,193<br />

*SGVMC116502*


- 30 -<br />

The following tables set <strong>for</strong>th <strong>for</strong> <strong>the</strong> <strong>year</strong> indicated <strong>the</strong> impact of reasonably possible changes in<br />

<strong>the</strong> rates of o<strong>the</strong>r currencies on pretax income.<br />

<strong>2011</strong><br />

Change in<br />

Change in<br />

nominal<br />

nominal<br />

<strong>for</strong>eign currency Effect on <strong>for</strong>eign currency Effect on<br />

Currency<br />

exchange rate pretax income exchange rate pretax income<br />

CAD +2.81 P= 10,959,401 -1.60 (P= 6,238,760)<br />

EUR +7.36 9,585,8<strong>17</strong> -0.25 (324,205)<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 (399,9<strong>17</strong>)<br />

QAR +0.24 66 -0.53 (147)<br />

2010<br />

Change in<br />

Change in<br />

nominal<br />

nominal<br />

<strong>for</strong>eign currency Effect on <strong>for</strong>eign currency Effect on<br />

Currency<br />

exchange rate pretax income exchange rate pretax income<br />

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 (2,512,7<strong>17</strong>)<br />

AUD +0.13 125,764 -7.05 (6,820,290)<br />

GBP +8.01 118,164 -3.57 (52,665)<br />

NTD +0.01 237,<strong>31</strong>4 -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 <strong>for</strong>eign exchange<br />

fluctuations as <strong>the</strong>se affect <strong>the</strong> translation of subsidiaries’ net assets and income and expenses<br />

denominated in <strong>for</strong>eign currencies. The following tables set <strong>for</strong>th <strong>for</strong> <strong>the</strong> <strong>year</strong> indicated <strong>the</strong> impact<br />

of reasonably possible changes in <strong>the</strong> rates of o<strong>the</strong>r currencies on equity.<br />

Change in nominal<br />

<strong>for</strong>eign currency<br />

<strong>2011</strong><br />

Change in nominal<br />

<strong>for</strong>eign 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*


- <strong>31</strong> -<br />

Change in nominal<br />

2010<br />

Change in nominal<br />

<strong>for</strong>eign currency<br />

Effect on <strong>for</strong>eign 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 +1.75 855,520 -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 (158,520)<br />

Cash Flow Interest Rate Risk<br />

Interest rate risk arises from <strong>the</strong> possibility that changes in interest rates will affect future cash<br />

flows of financial instruments.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> Group’s exposure to cash flow interest rate risk is<br />

minimal. The Group’s policy is to manage its interest cost by entering only into fixed rate shortterm<br />

loans from banks.<br />

Fair Value Interest Rate Risk<br />

Fair value interest rate risk is <strong>the</strong> risk that <strong>the</strong> fair value of a financial instrument will fluctuate due<br />

to changes in market interest rates.<br />

The Group accounts <strong>for</strong> its debt investments at fair value. Thus, changes in <strong>the</strong> benchmark interest<br />

rate will cause changes in <strong>the</strong> fair value of quoted debt instruments.<br />

The following table demonstrates <strong>the</strong> sensitivity to a reasonably possible change in interest rates,<br />

with all o<strong>the</strong>r variables held constant, of <strong>the</strong> Group’s profit be<strong>for</strong>e tax as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

and 2010. There is no impact on <strong>the</strong> Group’s equity o<strong>the</strong>r than those already affecting <strong>the</strong> profit or<br />

loss.<br />

<strong>2011</strong> 2010<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 <strong>the</strong> 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 <strong>the</strong> risk to an acceptable level. Movement of share price is<br />

monitored regularly to determine impact on its consolidated balance sheet.<br />

Based on <strong>the</strong> historical movement of <strong>the</strong> stock exchange index, management’s assessment of<br />

reasonable possible change was determined to be an increase (decrease) of 5.00% in <strong>2011</strong>,<br />

resulting to a possible effect of increase (decrease) of P=0.63 million in <strong>the</strong> <strong>2011</strong>consolidated<br />

statement of income.<br />

Liquidity Risk<br />

Liquidity or funding risk is <strong>the</strong> 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 <strong>the</strong> use of short-term debts. In addition, <strong>the</strong> Group maintains credit facilities with local<br />

banks. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> 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 <strong>for</strong> liquidity purposes is shown below. Analysis of debt<br />

securities at FVPL into maturity groupings is based on <strong>the</strong> expected date on which <strong>the</strong>se assets<br />

will be realized. For o<strong>the</strong>r assets, <strong>the</strong> analysis is based on <strong>the</strong> remaining period from <strong>the</strong> end of <strong>the</strong><br />

reporting period to <strong>the</strong> contractual maturity date, or if earlier, <strong>the</strong> expected date <strong>the</strong> assets will be<br />

realized.<br />

Financial liabilities<br />

The maturity grouping is based on <strong>the</strong> remaining period from <strong>the</strong> end of <strong>the</strong> reporting period to <strong>the</strong><br />

contractual maturity date. When a counterparty has a choice of when <strong>the</strong> amount is paid, <strong>the</strong><br />

liability is allocated to <strong>the</strong> earliest period in which <strong>the</strong> Group can be required to pay.<br />

The tables below summarize <strong>the</strong> maturity profile of <strong>the</strong> Group’s financial instruments based on<br />

undiscounted contractual payments.<br />

<strong>2011</strong><br />

Less than 5 days 5 to 30 days 30 to 60 days<br />

Over 60 days<br />

but less than<br />

one <strong>year</strong> Total<br />

Financial assets<br />

Cash and cash equivalents<br />

Financial assets at fair value through<br />

P=853,999,0<strong>31</strong> 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,<strong>31</strong>6 P=8,773,779 P=1,950,007,876<br />

Financial liabilities<br />

Beneficiaries and o<strong>the</strong>r 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 />

O<strong>the</strong>rs – – − – −<br />

Interest-bearing loans 95,050,139 571,866,010 – – 666,916,149<br />

P=<strong>31</strong>5,740,514 P=571,866,010 P=16,193,247 P=– P=903,799,771<br />

2010<br />

Less than 5 days 5 to 30 days 30 to 60 days<br />

Over 60 days<br />

but less than<br />

one <strong>year</strong> Total<br />

Financial assets<br />

Cash and cash equivalents<br />

Financial assets at fair value through<br />

P=873,637,916 P=10,180,0<strong>31</strong> P=– P=– P=883,8<strong>17</strong>,947<br />

profit or loss – – 102,905,294<br />

– 102,905,294<br />

Accounts receivable 1,025,016,072 – 34,283,201 – 1,059,299,273<br />

P=1,898,653,988 P=10,180,0<strong>31</strong> P=137,188,495 P=– P=2,046,022,514<br />

Financial liabilities<br />

Beneficiaries and o<strong>the</strong>r 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 – – 1,4<strong>31</strong>,156 – 1,4<strong>31</strong>,156<br />

O<strong>the</strong>rs – – 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>2011</strong> 2010<br />

Cash on hand P=47,998,476 P=52,322,332<br />

Cash in banks (Note 24) 806,000,555 821,<strong>31</strong>5,584<br />

Short-term deposits 37,236,592 10,180,0<strong>31</strong><br />

P=891,235,623 P=883,8<strong>17</strong>,947<br />

Cash in banks earn interest at <strong>the</strong> respective bank deposit rates. Short-term deposits are made <strong>for</strong><br />

varying periods of up to three months and earn interest at <strong>the</strong> respective short-term deposit rates.<br />

In <strong>2011</strong>, 2010 and 2009, 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 <strong>for</strong>eign currency, with corresponding<br />

Philippine peso (PHP) equivalent, are as follows:<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> <strong>December</strong> <strong>31</strong>, 2010<br />

Amount PHP equivalent Amount PHP equivalent<br />

CAD 1,774,<strong>31</strong>7 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 45,0<strong>17</strong>,323<br />

AUD 792,392 35,051,104 470,898 20,999,248<br />

SGD 440,811 14,890,037 89,587 3,037,9<strong>17</strong><br />

GBP 166,587 11,285,606 153,415 10,425,529<br />

NZD 128,013 4,<strong>31</strong>5,137 128,277 4,296,479<br />

QAR 275 3,<strong>31</strong>1 275 3,<strong>31</strong>2<br />

P=329,375,729 P=238,448,546<br />

Cash in banks earn interest rates in <strong>2011</strong>, 2010 and 2009 ranging as follows <strong>for</strong>:<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>2011</strong> 2010<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 <strong>for</strong>eign private corporations and <strong>for</strong>eign government<br />

and are listed overseas. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> carrying amount includes net<br />

unrealized gain of P=0.01 million and P=0.57 million, respectively. Interest income earned in <strong>2011</strong>,<br />

2010 and 2009 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 <strong>for</strong>eign corporations. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>,<br />

<strong>the</strong> 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 <strong>the</strong> consolidated statements of income.<br />

8. Accounts Receivable<br />

This account consists of receivables from:<br />

<strong>2011</strong> 2010<br />

Agents P=930,022,937 P=1,025,016,072<br />

Couriers 3,523,052 34,283,201<br />

P=933,545,989 P=1,059,299,273<br />

Receivables from agents pertain to advances made to fund <strong>the</strong> 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 <strong>the</strong> courier companies to ease up <strong>the</strong> doorto-door<br />

delivery of <strong>the</strong> remittances to <strong>the</strong> beneficiaries. These are settled within 30 to 60 days<br />

from transaction date.<br />

9. O<strong>the</strong>r Receivables<br />

O<strong>the</strong>r receivables consist of:<br />

<strong>2011</strong> 2010<br />

Nontrade receivable P=72,432,683 P=–<br />

Related parties (Note 24) 25,020,726 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 />

O<strong>the</strong>rs 3,838,694 3,267,906<br />

P=114,4<strong>31</strong>,259 P=83,440,874<br />

Nontrade receivable pertains to <strong>the</strong> receivable from <strong>the</strong> sale of various assets of IRCGmbH related<br />

to <strong>the</strong> discontinued operations in Italy (see Note 28). The receivable was subsequently collected in<br />

March 2012.<br />

The amounts due from noncontrolling shareholders pertain to <strong>the</strong> noncontrolling shareholders of<br />

IRCGmbH and WEPL. In <strong>2011</strong>, <strong>the</strong> Parent Company acquired additional interest in IRCGmbH<br />

and WEPL and <strong>the</strong> receivables amounting to P=12.30 million and P=25.01 million, respectively,<br />

were applied against <strong>the</strong> acquisition costs (see Note 1). The remaining balance of P=2.67 million,<br />

was subsequently collected in July <strong>2011</strong>.<br />

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

*SGVMC116502*


10. O<strong>the</strong>r Current Assets<br />

This account consists of:<br />

- 35 -<br />

<strong>2011</strong> 2010<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 8,054,220<br />

Advances to suppliers and contractors 1,087,500 50,000<br />

Refundable taxes 1,208,422 –<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 <strong>the</strong> BIR pertains to <strong>the</strong> excess payments made by <strong>the</strong> Parent Company in 2007<br />

<strong>for</strong> <strong>the</strong> Initial Public Offering (IPO) percentage tax. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, <strong>the</strong> case is pending<br />

resolution with <strong>the</strong> Court of Tax Appeals. The Parent Company believes that it will be able to<br />

obtain <strong>the</strong> refund from <strong>the</strong> BIR.<br />

Prepaid expenses include prepayments <strong>for</strong> interest, rent, association dues and insurance.<br />

Refundable taxes pertain to <strong>the</strong> advance income taxes paid by LSML at <strong>the</strong> beginning of <strong>the</strong> <strong>year</strong><br />

based on <strong>the</strong> tax assessment on <strong>the</strong> projected income. In <strong>2011</strong>, LSML operations resulted to a loss<br />

making <strong>the</strong> advance tax payments ei<strong>the</strong>r refundable or applicable to o<strong>the</strong>r tax obligations.<br />

11. Investments in Associates<br />

The Parent Company’s investments in associates consist of <strong>the</strong> following:<br />

<strong>2011</strong> 2010<br />

Acquisition cost:<br />

ISPL P=12,600,000 P=12,600,000<br />

HKHCL 3,573,974 3,573,974<br />

16,<strong>17</strong>3,974 16,<strong>17</strong>3,974<br />

Accumulated equity in net earnings:<br />

Balance at beginning of <strong>year</strong> 4,758,262 2,850,188<br />

Equity in net earnings during <strong>the</strong> <strong>year</strong> 2,1<strong>31</strong>,855 2,504,455<br />

Dividends – (596,381)<br />

Balance at end of <strong>year</strong> 6,890,1<strong>17</strong> 4,758,262<br />

P=23,064,091 P=20,932,236<br />

Acquisition of associates<br />

HKHCL<br />

On July 1, 2009, <strong>the</strong> Parent Company acquired 49.00% ownership interest in HKHCL, <strong>for</strong> a<br />

consideration of NTD2.45 million (P=3.57 million). HKHCL is a remittance business based in<br />

Taiwan.<br />

*SGVMC116502*


- 36 -<br />

ISPL<br />

On June 29, 2007, <strong>the</strong> Parent Company acquired 49.00% ownership interest in ISPL through <strong>the</strong><br />

execution of a deed of assignment by <strong>the</strong> previous stockholders (who are also stockholders of <strong>the</strong><br />

Parent Company) of <strong>the</strong> entity <strong>for</strong> a consideration of P=12.60 million. ISPL is a remittance<br />

business based in Singapore.<br />

The following tables present <strong>the</strong> summarized financial in<strong>for</strong>mation of <strong>the</strong> Parent Company’s<br />

associates as of and <strong>for</strong> <strong>the</strong> <strong>year</strong>s <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010:<br />

<strong>2011</strong><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 />

ISPL 73,254 49,703 55,924 <strong>31</strong>,894 3,127<br />

P=100,129 P=73,609 P=75,264 P=45,045 P=4,350<br />

2010<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 />

ISPL 61,209 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 />

2009<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 />

ISPL <strong>31</strong>,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>2011</strong><br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of <strong>year</strong> 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,<strong>31</strong>5 473,849 1,<strong>17</strong>5,690 7,110,<strong>17</strong>9<br />

Disposals (2,711,355) – (1,518,214) (1,984,214) (6,213,783)<br />

Exchange adjustments 194,442 1,073 (23,832) (132,<strong>17</strong>8) 39,505<br />

Balance at end of <strong>year</strong> 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 <strong>year</strong> 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 (1<strong>31</strong>,<strong>31</strong>7) 74 (16,230) (228,214) (375,687)<br />

Balance at <strong>the</strong> end of <strong>the</strong> <strong>year</strong> 38,095,056 4,376,224 6,666,645 23,929,9<strong>17</strong> 73,067,842<br />

Net Book Value at End of Year 8,367,007 2,662,235 2,412,510 5,765,706 19,207,458<br />

*SGVMC116502*


Office and<br />

Communication<br />

Equipment<br />

- 37 -<br />

Transportation<br />

and Delivery<br />

Equipment<br />

2010<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of <strong>year</strong> 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) (2,202,818) (91,412) – (2,489,730)<br />

Exchange adjustments (923,547) 3,920 (290,382) (162,038) (1,372,047)<br />

Balance at end of <strong>year</strong> 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 <strong>year</strong> 27,932,474 2,422,598 5,391,722 <strong>17</strong>,595,090 53,341,884<br />

Depreciation and amortization 5,770,034 1,330,203 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 <strong>the</strong> end of <strong>the</strong> <strong>year</strong> 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 <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> cost of fully depreciated property and equipment still in<br />

use by <strong>the</strong> Group amounted to P=22.64 million and P=18.28 million, respectively.<br />

Details of depreciation and amortization follow:<br />

Consolidated<br />

<strong>2011</strong> 2010 2009<br />

Property and equipment - net P=11,261,295 P=12,544,844 P=12,554,5<strong>31</strong><br />

Software costs - net (Note 14) 2,006,374 1,525,720 1,665,896<br />

P=13,267,669 P=14,070,564 P=14,220,427<br />

Depreciation and amortization amounting to P=1.76 million and P=0.80 million pertains to <strong>the</strong><br />

discontinued operations in Italy <strong>for</strong> <strong>the</strong> <strong>year</strong>s <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively<br />

(see Note 28).<br />

13. Goodwill<br />

Movements in goodwill follow:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> P=93,092,118 P=97,582,106<br />

Foreign exchange adjustment (436,778) (4,489,988)<br />

Balance at end of <strong>year</strong> P=92,655,340 P=93,092,118<br />

The Group’s goodwill relate to <strong>the</strong> excess of <strong>the</strong> acquisition cost over <strong>the</strong> ownership interest<br />

acquired by <strong>the</strong> Parent Company in IGRL, IAPL, IRCL, LSML and WEPL, as follows:<br />

IGRL and IAPL<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 100.00% ownership<br />

interest in both IGRL and IAPL <strong>for</strong> a consideration of P=71.20 million and P=8.55 million,<br />

respectively. IGRL and IAPL are based in United Kingdom and Australia, respectively. These<br />

entities, which are in <strong>the</strong> remittance business, have <strong>the</strong> same operations as <strong>the</strong> Parent Company.<br />

Accordingly, on June 29, 2007, <strong>the</strong> Parent Company acquired 100.00% ownership interest in<br />

*SGVMC116502*


- 38 -<br />

IGRL and IAPL through <strong>the</strong> execution of deeds of assignment by <strong>the</strong> previous stockholders (who<br />

are also <strong>the</strong> stockholders of <strong>the</strong> Parent Company) of both entities. Under <strong>the</strong> deeds of assignment,<br />

<strong>the</strong> existing advances by <strong>the</strong> Parent Company to certain stockholders were applied as payment <strong>for</strong><br />

<strong>the</strong> purchase of IGRL and IAPL.<br />

WEPL<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD also approved <strong>the</strong> acquisition of 20.00% ownership<br />

interest in WEPL <strong>for</strong> a consideration of P=5.60 million. WEPL was incorporated and is based in<br />

Australia, and has <strong>the</strong> same operations as <strong>the</strong> Parent Company. Accordingly, on June 29, 2007,<br />

<strong>the</strong> Parent Company acquired 20.00% ownership interest in WEPL through <strong>the</strong> execution of a<br />

deed of assignment by <strong>the</strong> previous stockholders (who are also stockholders of <strong>the</strong> Parent<br />

Company) of <strong>the</strong> entity. Under <strong>the</strong> deed of assignment, <strong>the</strong> existing advances of <strong>the</strong> Parent<br />

Company to certain stockholders were applied as payment <strong>for</strong> <strong>the</strong> purchase of WEPL. On<br />

September 4, 2007, an additional 15.00% ownership interest in WEPL was acquired by <strong>the</strong> Parent<br />

Company <strong>for</strong> a consideration of P=3.43 million.<br />

On March 25, <strong>2011</strong>, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of ano<strong>the</strong>r 35.00%<br />

ownership interest in WEPL <strong>for</strong> a consideration of AUD0.27 million (P=12.30 million). As<br />

discussed in Note 1, WEPL is effectively 100.00% owned by <strong>the</strong> Parent Company through its<br />

direct interest of 70.00% and indirect interest of 30.00% through IAPL.<br />

IRCL<br />

On October 1, 2004, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 65.00% of IRCL <strong>for</strong><br />

a consideration of P=10.34 million. IRCL, which was incorporated on July 16, 2001, is based in<br />

Canada, and has <strong>the</strong> same operations as <strong>the</strong> Parent Company. The fair value of <strong>the</strong> net assets of<br />

IRCL at acquisition date is P=8.25 million and <strong>the</strong> fair value of <strong>the</strong> 65.00% ownership interest was<br />

P=5.36 million. The difference of P=4.98 million between <strong>the</strong> consideration paid and <strong>the</strong> fair value<br />

of <strong>the</strong> interest acquired in IRCL was recognized as goodwill. On July 26, 2006, <strong>the</strong> additional<br />

30.00% ownership interest from a noncontrolling stockholder in IRCL was transferred to <strong>the</strong><br />

Parent Company at no additional cost.<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 5.00% ownership<br />

interest from a noncontrolling stockholder <strong>for</strong> a consideration of P=3.10 million taking its<br />

ownership in IRCL to 100.00%. Accordingly on June 29, 2007, IRCL’s noncontrolling<br />

stockholder executed a deed of assignment to transfer <strong>the</strong> ownership interest to <strong>the</strong> Parent<br />

Company. Under <strong>the</strong> deed of assignment, <strong>the</strong> existing advances by <strong>the</strong> Parent Company to a<br />

certain stockholder was applied as payment <strong>for</strong> <strong>the</strong> purchase of IRCL. The fair value of <strong>the</strong> net<br />

assets of IRCL at acquisition date was P=11.50 million, and <strong>the</strong> fair value of <strong>the</strong> additional interest<br />

acquired was P=0.57 million. The difference of P=2.53 million between <strong>the</strong> consideration paid and<br />

<strong>the</strong> noncontrolling interest acquired in IRCL was recognized as goodwill.<br />

LSML<br />

LSML was incorporated on March 16, 2001, is based in Hong Kong, and has <strong>the</strong> same operations<br />

as <strong>the</strong> Parent Company. On June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of<br />

49.00% ownership interest in LSML <strong>for</strong> a consideration of P=24.70 million <strong>the</strong>reby taking its<br />

ownership in LSML to 100.00%. Accordingly, on June 29, 2007, <strong>the</strong> noncontrolling stockholder<br />

of LSML (who is also a stockholder of <strong>the</strong> Parent Company) executed a deed of assignment to<br />

transfer its ownership interest to <strong>the</strong> Parent Company. Under <strong>the</strong> deed of assignment, <strong>the</strong> existing<br />

advances by <strong>the</strong> Parent Company to <strong>the</strong> stockholder were applied as payment <strong>for</strong> <strong>the</strong> purchase of<br />

LSML. The fair value of <strong>the</strong> net assets of LSML at acquisition date was P=8.23 million and <strong>the</strong> fair<br />

*SGVMC116502*


- 39 -<br />

value of <strong>the</strong> additional interest acquired was P=4.03 million. The difference of P=20.67 million<br />

between <strong>the</strong> consideration paid and <strong>the</strong> 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>2011</strong> 2010<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,<strong>17</strong>7 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 <strong>the</strong> 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-<strong>year</strong> period. The discount rates applied to cash flow projections range from 8.55% to 10.60%<br />

in <strong>2011</strong>and 7.<strong>31</strong>% to 8.83% in 2010, and cash flows beyond <strong>the</strong> five <strong>year</strong>-period were extrapolated<br />

using a steady growth rate of 1.00% in <strong>2011</strong> and 0.13% to 1.43% in 2010.<br />

The calculation of <strong>the</strong> value-in-use of <strong>the</strong> CGUs are most sensitive to <strong>the</strong> following assumptions:<br />

• Growth rate - The <strong>for</strong>ecasted growth rate is based on a very conservative steady growth rate<br />

that does not exceed <strong>the</strong> long term average rate <strong>for</strong> <strong>the</strong> industry.<br />

• Pre-tax discount rates - Discount rates reflect management’s estimate of <strong>the</strong> risks specific to<br />

each CGU. This is <strong>the</strong> benchmark used by management to assess operating per<strong>for</strong>mance.<br />

With regard to <strong>the</strong> assessment of <strong>the</strong> value-in-use of each CGU, management believes that no<br />

reasonably possible change in any of <strong>the</strong> above key assumptions would cause <strong>the</strong> carrying value<br />

of <strong>the</strong> goodwill to materially exceed its recoverable amount.<br />

14. Software Costs - net and O<strong>the</strong>r Noncurrent Assets<br />

Movements in software costs follow:<br />

<strong>2011</strong> 2010<br />

Cost<br />

Balance at beginning of <strong>year</strong> 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 <strong>year</strong><br />

Accumulated Amortization<br />

13,239,304 12,384,629<br />

Balance at beginning of <strong>year</strong> 10,302,883 8,720,725<br />

Amortization (Note 12) 2,006,374 1,525,720<br />

Disposals (459,811) –<br />

Foreign exchange adjustment (61,086) 56,438<br />

Balance at end of <strong>year</strong> 11,788,360 10,302,883<br />

Net Book Value at end of <strong>year</strong> P=1,450,944 P=2,081,746<br />

*SGVMC116502*


O<strong>the</strong>r noncurrent assets consist of:<br />

- 40 -<br />

<strong>2011</strong> 2010<br />

Input VAT P=21,242,725 P=28,493,804<br />

Refundable deposits <strong>17</strong>,291,585 14,099,442<br />

Deferred input VAT 326,057 350,550<br />

O<strong>the</strong>rs 44,000 44,000<br />

P=38,904,367 P=42,987,796<br />

The Parent Company has applied <strong>for</strong> tax credits on Input VAT with <strong>the</strong> BIR and is waiting <strong>for</strong> <strong>the</strong><br />

issuance of Tax Credit Certificates (TCCs). In <strong>2011</strong>, <strong>the</strong> BIR issued two tax credit certificates to<br />

<strong>the</strong> Parent Company <strong>for</strong> its Input VAT filed <strong>for</strong> <strong>year</strong>s 2005 and 2006 amounting to P=1.71 million<br />

and P=3.82 million, respectively. Management of <strong>the</strong> Company believes that it will able to collect<br />

<strong>the</strong> rest of <strong>the</strong> TCCs applicable to its outstanding claims. The carrying amounts are already net of<br />

claims disallowed by <strong>the</strong> BIR amounting to P=2.06 million, nil and P=1.34 million in <strong>2011</strong>, 2010 and<br />

2009, respectively (see Note 22).<br />

Refundable deposits pertain to <strong>the</strong> security deposits made by <strong>the</strong> Parent Company and some of its<br />

subsidiaries in relation to rental lease agreements <strong>for</strong> <strong>the</strong> office spaces in <strong>the</strong> Philippines, Hong<br />

Kong, United Kingdom, Canada and Italy.<br />

15. Beneficiaries and O<strong>the</strong>r Payables<br />

This account consists of:<br />

<strong>2011</strong> 2010<br />

Beneficiaries P=155,140,304 P=144,960,550<br />

Agents, couriers and trading clients 65,550,<strong>31</strong>0 44,773,236<br />

Accrued expenses 14,801,<strong>17</strong>1 2,701,805<br />

Payable to SSS, Philhealth and HDMF 1,636,232 620,661<br />

Withholding tax payable 1,543,424 2,045,708<br />

Payable to suppliers 1,391,836 2,958,634<br />

Output VAT <strong>17</strong>,875 −<br />

Due to related parties (Note 24) – 1,4<strong>31</strong>,156<br />

O<strong>the</strong>rs – 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 <strong>the</strong> Group’s accrual <strong>for</strong> various operating expenses such as vacation and<br />

sick leave benefits, courier charges, training and development, professional fees and utilities.<br />

*SGVMC116502*


16. Interest-Bearing Loans<br />

- 41 -<br />

This account pertains to <strong>the</strong> Parent Company’s unsecured, short-term interest-bearing pesodenominated<br />

bank loans.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> outstanding loans payable of <strong>the</strong> Parent Company<br />

amounted to P=666.00 million and P=877.00 million, respectively.<br />

In <strong>2011</strong>, 2010 and 2009, <strong>the</strong>se 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>2011</strong>, 2010 and 2009, <strong>the</strong> 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 <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively.<br />

<strong>17</strong>. Equity<br />

Capital Stock<br />

The Parent Company’s capital stock consists of:<br />

<strong>2011</strong> 2010 2009<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 <strong>the</strong> <strong>year</strong> 562,4<strong>17</strong>,000 P=562,4<strong>17</strong>,000 562,4<strong>17</strong>,000 P=562,4<strong>17</strong>,000 562,4<strong>17</strong>,000 P=562,4<strong>17</strong>,000<br />

Stock dividends 55,308,800 55,308,800 – – – –<br />

Balance at end of <strong>the</strong> <strong>year</strong> 6<strong>17</strong>,725,800 6<strong>17</strong>,725,800 562,4<strong>17</strong>,000 562,4<strong>17</strong>,000 562,4<strong>17</strong>,000 562,4<strong>17</strong>,000<br />

Treasury stock:<br />

Balance at beginning<br />

of <strong>the</strong> <strong>year</strong> (9,329,000) (40,115,150) (9,329,000) (40,115,150) (10,006,200) (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 <strong>the</strong> <strong>year</strong> (14,873,000) (52,987,208) (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, 2007, <strong>the</strong> SEC approved <strong>the</strong> 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 <strong>17</strong><br />

registered common stockholders as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 13 registered common stockholders<br />

as of <strong>December</strong> <strong>31</strong>, 2010 and 2009. Shares lodged with <strong>the</strong> Philippine Central Depository are<br />

registered under <strong>the</strong> 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 <strong>the</strong> Parent Company’s shares amounting to P=429.51 million and excess of acquisition<br />

costs over <strong>the</strong> carrying value of <strong>the</strong> noncontrolling interests acquired in <strong>2011</strong> amounting to<br />

P=38.28 million (see Note 1).<br />

*SGVMC116502*


- 42 -<br />

Dividends<br />

On March 23, 2009, <strong>the</strong> BOD of <strong>the</strong> Parent Company declared cash dividends amounting to<br />

P=26.01 million or P=0.0471 per share, payable to shareholders-of-record as of April 7, 2009. The<br />

declaration was subsequently ratified and confirmed by <strong>the</strong> Parent Company’ shareholders during<br />

<strong>the</strong>ir annual meeting held on July <strong>17</strong>, 2009. The payment of dividends was made on May 6, 2009.<br />

On March 19, 2010, <strong>the</strong> BOD of <strong>the</strong> 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, 2010. The<br />

declaration was subsequently ratified and confirmed by <strong>the</strong> Parent Company’ shareholders during<br />

<strong>the</strong>ir annual meeting held on July 23, 2010. The payment was made on May 5, 2010.<br />

On June <strong>17</strong>, <strong>2011</strong>, <strong>the</strong> BOD of <strong>the</strong> Parent Company authorized <strong>the</strong> 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>2011</strong>. The declaration was subsequently ratified and confirmed by <strong>the</strong> Parent<br />

Company’s stockholders during <strong>the</strong>ir annual meeting held on July 29, <strong>2011</strong>.<br />

Accumulated net earnings of <strong>the</strong> subsidiaries amounting to P=200.65 million and P=121.85 million<br />

as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively, are not available <strong>for</strong> dividend declaration. This<br />

accumulated equity in net earnings becomes available <strong>for</strong> dividend upon receipt of cash dividends<br />

from <strong>the</strong> investees by <strong>the</strong> Parent Company.<br />

Treasury Stock<br />

On August 15, 2008, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> buy-back program to acquire up to<br />

ten million (10,000,000) of its shares, representing approximately 1.87% of <strong>the</strong> Parent Company’s<br />

total outstanding common shares, from <strong>the</strong> market. The Parent Company purchased 9,329,000<br />

shares (P=40.11 million) in 2008 under <strong>the</strong> buy-back program.<br />

In 2009 and 2008, <strong>the</strong> Parent Company purchased 130,900 shares (P=0.13 million) and<br />

548,500 shares (P=0.55 million), respectively, under <strong>the</strong> SSPP. The 808,100 shares (including<br />

128,700 shares purchased in 2007) purchased under <strong>the</strong> SSPP, were subsequently transferred in<br />

September 2009 to <strong>the</strong> retirement fund of <strong>the</strong> Parent Company (see Notes 18 and 19).<br />

On September 16, <strong>2011</strong>, <strong>the</strong> BOD of <strong>the</strong> Parent Company adopted a resolution authorizing <strong>the</strong><br />

buy-back of up to ten million (10,000,000) of its shares from <strong>the</strong> market. The Parent Company<br />

purchased 4,873,000 shares (P=11.35 million) under this buy-back program.<br />

In <strong>2011</strong>, <strong>the</strong> Parent Company also purchased 671,000 shares (P=1.52 million) under <strong>the</strong> buy-back<br />

program approved on August 15, 2008 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 <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, 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 <strong>the</strong> level and<br />

mix of its capital resources. Decisions on <strong>the</strong> allocation of capital resources are being per<strong>for</strong>med as<br />

part of <strong>the</strong> 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 <strong>the</strong> capital structure, <strong>the</strong> Group may adjust <strong>the</strong><br />

dividend payment to shareholders, return capital to shareholders or issue new shares. No changes<br />

were made in <strong>the</strong> objectives, policies or processes during <strong>the</strong> <strong>year</strong>s <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and<br />

2010.<br />

*SGVMC116502*


- 43 -<br />

The Group’s objective is to ensure that <strong>the</strong>re are no known events that may trigger direct or<br />

contingent financial obligation that is material to <strong>the</strong> Company, including default or acceleration<br />

of an obligation.<br />

The Group is not subject to externally imposed capital requirements.<br />

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 <strong>for</strong> pension obligations are established <strong>for</strong> benefits payable in <strong>the</strong> <strong>for</strong>m of retirement<br />

pensions. Benefits are dependent on <strong>year</strong>s of service and <strong>the</strong> respective employee’s latest monthly<br />

salary.<br />

The Parent Company determined its transitional liability <strong>for</strong> defined benefit retirement plan merely<br />

as <strong>the</strong> present value of <strong>the</strong> obligation since <strong>the</strong> Parent Company had no plan assets at <strong>the</strong> date of<br />

<strong>the</strong> adoption. Transitional liability is amortized prospectively over five (5) <strong>year</strong>s starting on<br />

January 1, 2005.<br />

The latest actuarial valuation report on <strong>the</strong> retirement plan is dated <strong>December</strong> <strong>31</strong>, <strong>2011</strong>.<br />

The principal actuarial assumptions used in determining <strong>the</strong> retirement liability of <strong>the</strong> Parent<br />

Company as of January 1, <strong>2011</strong> and 2010 follow:<br />

<strong>2011</strong> 2010<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 <strong>year</strong>s) 32.1 <strong>31</strong>.8<br />

The discount rates used to arrive at <strong>the</strong> present value of <strong>the</strong> obligation as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

and 2010 are 6.70% and 9.69%, respectively.<br />

The amounts recognized in <strong>the</strong> consolidated balance sheets follow:<br />

<strong>2011</strong> 2010<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 <strong>the</strong> fair value of plan assets in <strong>2011</strong> and 2010 are as follows:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> 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 <strong>year</strong> P=21,816,324 P=15,196,930<br />

The actual return on <strong>the</strong> plan assets of <strong>the</strong> Parent Company in <strong>2011</strong> and 2010 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 2012.<br />

The movements in <strong>the</strong> present value of obligation follow:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> P=21,847,360 P=10,080,516<br />

Current service cost 4,618,548 2,143,246<br />

Interest cost 2,1<strong>17</strong>,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 <strong>year</strong> P=22,524,680 P=21,847,360<br />

The amounts of retirement expense included in ‘Salaries, wages and employee benefits’ in <strong>the</strong><br />

consolidated statements of income follow:<br />

<strong>2011</strong> 2010 2009<br />

Current service cost P=4,618,548 P=2,143,246 P=1,819,273<br />

Interest cost 2,1<strong>17</strong>,009 1,134,058 999,326<br />

Expected return on plan assets (1,118,673) (738,073) –<br />

Actuarial (gain) loss recognized 1<strong>31</strong>,694 (163,104) (53,418)<br />

Amortization of transitional liability – – 252,228<br />

P=5,748,578 P=2,376,127 P=3,0<strong>17</strong>,409<br />

The movements in <strong>the</strong> retirement (asset) liability recognized in <strong>the</strong> balance sheets are as follows:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> P=778,261 P=3,6<strong>31</strong>,624<br />

Retirement expense 5,748,578 2,376,127<br />

Contributions (6,895,233) (5,229,490)<br />

Balance at end of <strong>year</strong> (P=368,394) P=778,261<br />

Movements in <strong>the</strong> unrecognized actuarial (gains) losses are as follows:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> P=5,872,169 (P=5,972,130)<br />

Actuarial loss (gain) during <strong>the</strong> <strong>year</strong> (4,663,725) 11,681,195<br />

Actuarial (loss) gain recognized (1<strong>31</strong>,694) 163,104<br />

Balance at end of <strong>year</strong> P=1,076,750 P=5,872,169<br />

*SGVMC116502*


The major categories of plan assets follow:<br />

- 45 -<br />

<strong>2011</strong> 2010<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 <strong>the</strong> Parent Company’s own equity securities bought under <strong>the</strong> SSPP (see Note 19).<br />

The amounts of experience adjustments relating to <strong>the</strong> plan liabilities of <strong>the</strong> Parent Company<br />

follow:<br />

<strong>2011</strong> 2010 2009 2008 2007<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,<strong>31</strong>2) (9,785,892)<br />

Experience adjustments on plan<br />

liabilities (5,559,744) (894,376) (382,676) (206,448) 4,<strong>17</strong>6,250<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 20, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> proposal to set up a SSPP totaling<br />

15,000,000 shares <strong>for</strong> <strong>the</strong> employees of <strong>the</strong> Parent Company who have been in <strong>the</strong> service <strong>for</strong> at<br />

least one (1) calendar <strong>year</strong> as of June 30, 2007, as well as its BOD members, resource persons and<br />

consultants (collectively referred to as “<strong>the</strong> Participants”). A Notice of Exemption under Section<br />

10.2 of <strong>the</strong> Securities Regulations Code had been approved by <strong>the</strong> SEC on September 13, 2007.<br />

Notwithstanding <strong>the</strong> a<strong>for</strong>esaid confirmation by <strong>the</strong> SEC of <strong>the</strong> exempt status of <strong>the</strong> SSPP shares,<br />

<strong>the</strong> SEC none<strong>the</strong>less required <strong>the</strong> Parent Company to include <strong>the</strong> SSPP shares among <strong>the</strong> shares<br />

of <strong>the</strong> Parent Company which were registered with <strong>the</strong> SEC prior to <strong>the</strong> conduct of its Initial<br />

Public Offering in October 2007. The registration of <strong>the</strong> Parent Company shares, toge<strong>the</strong>r with<br />

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

All 15,000,000 shares were exercised. The shares subject to <strong>the</strong> SSPP were sold at par value or<br />

P=1.00 per share. Total shares amounting to P=11.74 million were paid in full, while <strong>the</strong> difference<br />

totaling P=3.26 million were paid by way of salary loan. Shares acquired through SSPP are subject<br />

to a lock-up period of two <strong>year</strong>s from date of issue, which <strong>ended</strong> on September 19, 2009.<br />

The sale is fur<strong>the</strong>r subject to <strong>the</strong> condition that should <strong>the</strong> officer or employee resign from <strong>the</strong><br />

Parent Company prior to <strong>the</strong> expiration of <strong>the</strong> lock-up period, <strong>the</strong> shares purchased by such<br />

resigning employee or officer shall be purchased at cost by <strong>the</strong> Parent Company as Treasury stock.<br />

As of <strong>December</strong> <strong>31</strong>, 2009, 24 employees resigned (9 in 2009, 13 in 2008 and 2 in 2007) and <strong>the</strong>ir<br />

shares totaling 808,100 (130,900 in 2009, 548,500 in 2008 and 128,700 in 2007) were bought<br />

back by <strong>the</strong> Parent Company at par value.<br />

*SGVMC116502*


- 46 -<br />

As approved by <strong>the</strong> Parent Company’s BOD, <strong>the</strong> fair value of <strong>the</strong> shares issued under <strong>the</strong> SSPP<br />

was measured at <strong>the</strong> grant date using <strong>the</strong> price-earnings multiple model taking into account <strong>the</strong><br />

terms and conditions upon which <strong>the</strong> shares were granted. The fair value at grant date was<br />

P=1.33 per share. This transaction also resulted in an increase in equity by P=1.53 million,<br />

P=2.16 million and P=1.00 million in 2009, 2008 and 2007, respectively.<br />

On September 19, 2009, which is <strong>the</strong> end of <strong>the</strong> lock up period, <strong>the</strong> 808,100 shares bought back at<br />

cost was transferred to <strong>the</strong> Parent Company’s retirement fund upon reimbursement of <strong>the</strong><br />

P=0.81 million paid by <strong>the</strong> Parent Company <strong>for</strong> those shares.<br />

The expense arising from <strong>the</strong> share-based payment plan is recognized over <strong>the</strong> two-<strong>year</strong> lock-up<br />

period. The expense recognized under ‘Salaries, wages and employee benefits’ in <strong>the</strong> statements<br />

of income amounted to P=1.53 million in 2009.<br />

20. Operating Lease Commitments<br />

The Parent Company has entered into <strong>the</strong> following lease agreements <strong>for</strong> its office spaces:<br />

(a) On September 30, 2008, a lease agreement with Sta. Elena Divisoria Condo was made <strong>for</strong> a<br />

period of 60 months commencing on October 1, 2008 to September 30, 2013 with a 10.00%<br />

escalation rate effective on <strong>the</strong> second <strong>year</strong> up to <strong>the</strong> fifth <strong>year</strong> of <strong>the</strong> lease term. The contract<br />

was cancelled in May 2009.<br />

(b) A lease agreement with Wynsum Realty was entered into <strong>for</strong> a period of 24 months<br />

commencing on September 1, 2008 to August <strong>31</strong>, 2010 with a 5.00% escalation on <strong>the</strong><br />

monthly rental on <strong>the</strong> second <strong>year</strong> of <strong>the</strong> lease term. The contract was renewed <strong>for</strong> ano<strong>the</strong>r<br />

period of 2 <strong>year</strong>s from September 1, 2010 to August <strong>31</strong>, 2012 with <strong>the</strong> same terms.<br />

(c) On February 7, 2007, a lease agreement with Oakridge Properties (Unit 2503) was made <strong>for</strong> a<br />

period of 36 months commencing on February 1, 2007 to January <strong>31</strong>, 2010 with a 10.00%<br />

escalation on <strong>the</strong> monthly rental payable effective on <strong>the</strong> 13th and 25th month of <strong>the</strong> lease<br />

term. The contract was renewed <strong>for</strong> ano<strong>the</strong>r period of 2 <strong>year</strong>s from February 1, 2010 to<br />

January <strong>31</strong>, 2012 with <strong>the</strong> same terms.<br />

(d) A lease agreement with Oakridge Properties (Unit 2603) was entered into <strong>for</strong> a period of 12<br />

months, which commenced on <strong>December</strong> 1, 2008 and expired on November 30, 2009. The<br />

contract was renewed <strong>for</strong> a period of 2 <strong>year</strong>s commencing on <strong>December</strong> 1, 2009 to<br />

November 30, <strong>2011</strong> with a 10.00% escalation on <strong>the</strong> monthly rental on <strong>the</strong> 13th month of <strong>the</strong><br />

lease term. The contract was renewed <strong>for</strong> ano<strong>the</strong>r period of 2 <strong>year</strong>s from <strong>December</strong> 1, <strong>2011</strong> to<br />

November 30, 2013 with <strong>the</strong> same terms.<br />

(e) On January 6, 2009, a lease agreement with Oakridge Properties (Unit 2703) was entered into<br />

<strong>for</strong> a period of 24 months commencing February 1, 2009 to January <strong>31</strong>, <strong>2011</strong> with a 10.00%<br />

escalation rate on <strong>the</strong> aggregate monthly rental effective on <strong>the</strong> 13th month of <strong>the</strong> lease term.<br />

The contract was renewed <strong>for</strong> a period of 2 <strong>year</strong>s from February 1, <strong>2011</strong> to January <strong>31</strong>, 2013<br />

with <strong>the</strong> same terms.<br />

*SGVMC116502*


- 47 -<br />

(f) On July 1, <strong>2011</strong>, <strong>the</strong> Parent Company entered into a sublease agreement with Surewell<br />

Equities Pte Ltd., one of <strong>the</strong> stockholders of <strong>the</strong> Parent Company, <strong>for</strong> <strong>the</strong> use of <strong>the</strong> latter’s<br />

office space in Singapore <strong>for</strong> an initial term of two (2) <strong>year</strong>s.<br />

The subsidiaries have <strong>the</strong>ir respective operating lease agreements <strong>for</strong> <strong>the</strong>ir office spaces. The<br />

lease contracts are <strong>for</strong> periods ranging from 1 to 10 <strong>year</strong>s and may be renewed under <strong>the</strong> terms and<br />

conditions mutually agreed upon by <strong>the</strong> subsidiaries and <strong>the</strong> lessors.<br />

Rent expense of <strong>the</strong> Group amounted to P=57.43 million, P=50.38 million, and P=39.33 million in<br />

<strong>2011</strong>, 2010 and 2009, respectively. P=3.92 million and P=4.02 million of <strong>the</strong> total rent expense<br />

pertain to rent expense of <strong>the</strong> discontinued operations of Italy <strong>for</strong> <strong>the</strong> <strong>year</strong>s <strong>ended</strong><br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively.<br />

Future minimum rentals payable under non-cancelable operating leases are as follows:<br />

<strong>2011</strong> 2010<br />

Within one <strong>year</strong> P=43,590,836 P=51,662,348<br />

After one <strong>year</strong> but not more than five <strong>year</strong>s 53,212,9<strong>17</strong> 71,152,989<br />

P=96,803,753 P=122,815,337<br />

In 2007, WEPL subleased its office space in Liverpool <strong>for</strong> a period of 20 months commencing on<br />

August 2007 to April 2009.<br />

21. Marketing Expenses<br />

This account consists of:<br />

<strong>2011</strong> 2010 2009<br />

Marketing and promotions P=27,746,400 P=34,637,750 P=22,120,718<br />

Advertising and publicity 9,6<strong>17</strong>,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 <strong>the</strong> marketing expenses of <strong>the</strong><br />

discontinued operations of Italy <strong>for</strong> <strong>the</strong> <strong>year</strong>s <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively<br />

(see Note 28).<br />

22. O<strong>the</strong>r Operating Expenses<br />

This account consists of:<br />

<strong>2011</strong> 2010 2009<br />

Taxes and licenses P=9,020,616 P=7,910,719 P=4,5<strong>31</strong>,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 1,209,115<br />

O<strong>the</strong>r charges − − 4,982,042<br />

Miscellaneous 1,213,551 652,704 1,730,305<br />

P=28,235,111 P=21,064,<strong>17</strong>1 P=23,162,562<br />

*SGVMC116502*


- 48 -<br />

‘Business development’ pertains to various expenses incurred <strong>for</strong> development of potential <strong>for</strong>eign<br />

offices and o<strong>the</strong>r related expenses.<br />

‘Miscellaneous’ includes expenses <strong>for</strong> recruitment, Christmas party expenses, and Christmas<br />

giveaways.<br />

O<strong>the</strong>r charges of <strong>the</strong> Group in 2009 pertain mainly to goods and services tax (GST) written off.<br />

23. Realized Foreign Exchange Gains - Net and O<strong>the</strong>r Income<br />

‘Realized <strong>for</strong>eign 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 <strong>the</strong> remittance transactions.<br />

‘O<strong>the</strong>r income’ consists of:<br />

<strong>2011</strong> 2010 2009<br />

GST refund P=21,668,641 P=– P=–<br />

Unrealized <strong>for</strong>eign exchange gain - net 1,205,505 1,769,202 5,<strong>17</strong>2,<strong>17</strong>1<br />

Rebates 2,881,469 6,728,713 14,608,204<br />

O<strong>the</strong>rs 4,060,301 6,081,539 12,488,020<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 <strong>the</strong> 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 <strong>for</strong>eign exchange special rates relating to <strong>the</strong><br />

remittance transactions of WEPL.<br />

‘O<strong>the</strong>rs’ pertains to commission from processing of remittance from one <strong>for</strong>eign office to ano<strong>the</strong>r.<br />

In 2009, this also includes WEPL’s income from sublease of office space (see Note 20).<br />

24. Related Party Transactions<br />

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

o<strong>the</strong>r party or exercise significant influence over <strong>the</strong> o<strong>the</strong>r party in making financial and operating<br />

decisions. Parties are also considered to be related if <strong>the</strong>y are subject to common control or<br />

common significant influence. Related parties may be individuals or corporate entities.<br />

*SGVMC116502*


- 49 -<br />

In <strong>the</strong> ordinary course of business, <strong>the</strong> Group transacts with its related parties. Under <strong>the</strong> Group’s<br />

existing policies, <strong>the</strong>se transactions are made substantially on <strong>the</strong> same terms and conditions as<br />

transactions with o<strong>the</strong>r individuals and businesses of comparable risks. The Group engages in<br />

transactions with related parties consisting primarily of <strong>the</strong> following:<br />

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

<strong>2011</strong> 2010 2009<br />

HKHCL P=46,127,251 P=33,202,567 P=25,364,567<br />

ISPL 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 20). Rent<br />

expense amounted to P=9.96 million, P=9.25 million and P=8.<strong>17</strong> million in <strong>2011</strong>, 2010 and 2009,<br />

respectively. Oakridge Properties is owned by JTKC, one of <strong>the</strong> stockholders of <strong>the</strong> Parent<br />

Company.<br />

(c) The Parent Company entered into a sublease agreement with Surewell Equities Pte Ltd., one<br />

of <strong>the</strong> stockholders of <strong>the</strong> Parent Company (see Note 20). Rent expense amounted to<br />

P=0.90 million in <strong>2011</strong>.<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 />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively. These deposits earned P=0.43 million,<br />

P=1.12 million and P=1.16 million interest income in <strong>2011</strong>, 2010 and 2009, respectively.<br />

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

<strong>the</strong> following are <strong>the</strong> <strong>year</strong>end balances in respect of transactions with related parties which were<br />

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

<strong>2011</strong> 2010<br />

Due from related parties (Note 9):<br />

Associates<br />

ISPL 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=25,020,726 P=26,992,977<br />

Directors P= − P=1,4<strong>31</strong>,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 <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, no provision <strong>for</strong> credit losses has been recognized <strong>for</strong> <strong>the</strong><br />

amounts due from related parties.<br />

*SGVMC116502*


- 50 -<br />

In 2010, <strong>the</strong> Parent Company recognized dividend income amounting P=0.60 million from<br />

dividends declared by ISPL. In 2009, <strong>the</strong> Parent Company’s dividend income includes dividends<br />

declared by ISPL (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 <strong>the</strong> key management personnel of <strong>the</strong> Group in <strong>2011</strong>, 2010 and 2009 are as<br />

follows:<br />

<strong>2011</strong> 2010 2009<br />

Short-term employee benefits P=27,036,984 P=21,059,4<strong>31</strong> P=19,232,0<strong>31</strong><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=20,388,966<br />

25. Income Taxes<br />

The provision <strong>for</strong> income tax consists of:<br />

<strong>2011</strong> 2010 2009<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 <strong>the</strong><br />

RCIT rate shall be 35.00% until <strong>December</strong> <strong>31</strong>, 2008. Starting January 1, 2009, <strong>the</strong> RCIT rate shall<br />

be 30.00%. It also provides that <strong>the</strong> interest allowed as a deductible expense is reduced by an<br />

amount equivalent to 42.00% until <strong>December</strong> <strong>31</strong>, 2008 and 33.00% starting January 1, 2009 of<br />

interest income subjected to final tax.<br />

An MCIT of 2.00% on modified gross income is computed and compared with <strong>the</strong> RCIT. Any<br />

excess of <strong>the</strong> MCIT over <strong>the</strong> RCIT is deferred and can be used as a tax credit against future<br />

income tax liability <strong>for</strong> <strong>the</strong> next three <strong>year</strong>s. In addition, current tax regulations provide <strong>for</strong> <strong>the</strong><br />

ceiling on <strong>the</strong> 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 <strong>the</strong> Parent<br />

Company was P=4.46 million, P=2.84 million and P=2.62 million in <strong>2011</strong>, 2010 and 2009,<br />

respectively. The allowed EAR limit was P=4.90 million, P=2.80 million and P=2.74 million in <strong>2011</strong>,<br />

2010 and 2009, respectively. Under <strong>the</strong> regulation, EAR expenses allowed as deductible expense<br />

<strong>for</strong> taxpayers engaged in <strong>the</strong> sale of services, including exercise of profession and use of lease<br />

properties, like <strong>the</strong> Parent Company, is limited to <strong>the</strong> 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, 2008, <strong>the</strong> optional standard deduction (OSD) equivalent to 40.00% of gross income may be<br />

claimed as an alternative deduction in computing <strong>for</strong> <strong>the</strong> RCIT. For <strong>the</strong> <strong>2011</strong> and 2010 RCIT<br />

computation, <strong>the</strong> Parent Company elected to claim itemized expense deductions instead of <strong>the</strong><br />

OSD.<br />

*SGVMC116502*


- 51 -<br />

The table below shows <strong>the</strong> income tax rates provided on <strong>the</strong> assessable profit <strong>for</strong> <strong>the</strong> <strong>year</strong> of each<br />

subsidiary:<br />

<strong>2011</strong> 2010<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 34.20% 34.20%<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> deferred tax assets and liability recognized by <strong>the</strong> Group<br />

relates to <strong>the</strong> tax effects of <strong>the</strong> following:<br />

<strong>2011</strong> 2010<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 4,232,920<br />

Capital allowance <strong>31</strong>,969 29,765<br />

Net deferred tax assets P=4,948,379 P=4,203,155<br />

The Parent Company did not set up deferred tax assets on <strong>the</strong> following temporary differences:<br />

<strong>2011</strong> 2010<br />

Temporary differences on:<br />

Accrued interest expense P=1,994,506 P=2,074,213<br />

Accrued courier charges − 393,793<br />

O<strong>the</strong>rs 808,582 381,961<br />

P=2,803,088 P=2,849,967<br />

The management of <strong>the</strong> Parent Company believes that it is not highly probable that <strong>the</strong>se<br />

temporary differences will be realized in <strong>the</strong> future.<br />

A reconciliation of <strong>the</strong> statutory income tax rates and <strong>the</strong> effective income tax rates in <strong>2011</strong>, 2010<br />

and 2009 follows:<br />

<strong>2011</strong> 2010 2009<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.<strong>17</strong>) (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 20.88% 30.04% 23.06%<br />

*SGVMC116502*


26. Earnings Per Share<br />

- 52 -<br />

Basic earnings per share amounts are calculated by dividing net profit <strong>for</strong> <strong>the</strong> <strong>year</strong> attributable to<br />

ordinary equity holders of <strong>the</strong> Parent Company by <strong>the</strong> weighted average number of ordinary shares<br />

outstanding during <strong>the</strong> <strong>year</strong>.<br />

The following reflects <strong>the</strong> income and share data used in <strong>the</strong> basic earnings per share<br />

computations:<br />

<strong>2011</strong> 2010 2009<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 <strong>the</strong> Parent Company <strong>for</strong> basic<br />

earnings 138,069,380 77,551,227 136,379,766<br />

e. Weighted average number of shares <strong>for</strong><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 <strong>the</strong> 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 <strong>the</strong> Parent Company<br />

from discontinued operations (b/e) 0.04 (0.05) −<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, 2010 and 2009, <strong>the</strong>re are no dilutive potential common shares.<br />

27. Segment <strong>Report</strong>ing<br />

The Group’s operating businesses are organized and managed separately according to<br />

geographical areas representing strategic business units. These segments are <strong>the</strong> bases on which<br />

<strong>the</strong> Group reports its segment in<strong>for</strong>mation. Transactions among segments are conducted at 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 <strong>the</strong> remittance business.<br />

Segment assets are those operating assets that are employed by a segment in its operating activities<br />

that are ei<strong>the</strong>r directly attributable to <strong>the</strong> segment or can be allocated to <strong>the</strong> segment on a<br />

reasonable basis.<br />

Segment liabilities are those operating liabilities that result from <strong>the</strong> operating activities of a<br />

segment and that are ei<strong>the</strong>r directly attributable to <strong>the</strong> segment or can be allocated to <strong>the</strong> segment<br />

on a reasonable basis.<br />

*SGVMC116502*


- 53 -<br />

Segment in<strong>for</strong>mation as of and <strong>for</strong> <strong>the</strong> <strong>year</strong>s <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, 2010 and 2009 follow<br />

(amounts in thousands):<br />

Philippines Asia Pacific Europe<br />

<strong>2011</strong><br />

North<br />

America<br />

Adjustments<br />

and eliminations Total<br />

Financial Per<strong>for</strong>mance<br />

Revenue P=490,087 P=1<strong>31</strong>,329 P=64,288 P= 103,124 (P=969) P=787,859<br />

Cost of services (<strong>17</strong>5,332) (3,440) (10,384) (10,271) − (199,427)<br />

Gross income <strong>31</strong>4,755 127,889 53,904 92,853 (969) 588,432<br />

Operating expenses (213,536) (67,598) (78,730) (94,336) 6,876 (447,324)<br />

O<strong>the</strong>r income (expense) (21,949) 14,071 (1,450) <strong>17</strong>,901 (4,150) 4,423<br />

Income be<strong>for</strong>e income tax 79,270 74,362 (26,276) 16,418 1,757 145,5<strong>31</strong><br />

Provision <strong>for</strong> income tax (23,764) (10,830) (1,034) (270) − (35,898)<br />

Net income 55,506 63,532 (27,<strong>31</strong>0) 16,148 1,757 109,633<br />

Noncontrolling interest − − − − 2,006 2,006<br />

Net income attributable to equity<br />

holders of <strong>the</strong> Parent Company P=55,506 P=63,532 (P=27,<strong>31</strong>0) 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 />

O<strong>the</strong>r Segment In<strong>for</strong>mation<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=2,1<strong>31</strong> P= − =11,507 P<br />

2010<br />

North Adjustments<br />

Philippines Asia Pacific Europe America and eliminations Total<br />

Financial Per<strong>for</strong>mance<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) – (204,<strong>17</strong>7)<br />

Gross income 282,680 126,298 51,070 97,526 – 557,574<br />

Operating expenses (204,595) (67,535) (66,600) (97,186) – (435,916)<br />

O<strong>the</strong>r income (expense) (21,110) 20,957 490 675 1,848 2,860<br />

Income be<strong>for</strong>e income tax 56,975 79,720 (15,040) 1,015 1,848 124,518<br />

Provision <strong>for</strong> income tax (16,430) (11,242) (278) (349) – (28,299)<br />

Net income 40,545 68,478 (15,<strong>31</strong>8) 666 1,848 96,219<br />

Noncontrolling interest<br />

Net income attributable to equity<br />

– – – – 11,637 11,637<br />

holders of <strong>the</strong> Parent Company P=40,545 P=68,478 (P=15,<strong>31</strong>8) P=666 P=13,485 P=107,856<br />

Financial Position<br />

Total assets P= 2,298,118 P=256,8<strong>31</strong> 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 />

O<strong>the</strong>r Segment In<strong>for</strong>mation<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 />

2009<br />

North Adjustments<br />

Philippines Asia Pacific Europe America and eliminations Total<br />

Financial Per<strong>for</strong>mance<br />

Revenue P=473,446 P=119,824 P=73,103 P=112,284 P=– P=778,657<br />

Cost of services (198,769) (2,502) (<strong>17</strong>,047) (12,619) – (230,937)<br />

Gross income 274,677 1<strong>17</strong>,322 56,056 99,665 – 547,720<br />

Operating expenses (<strong>17</strong>9,005) (69,321) (73,965) (90,068) – (412,359)<br />

O<strong>the</strong>r income (expense) 60,933 53,687 2,167 5<strong>17</strong> (79,592) 37,712<br />

Income be<strong>for</strong>e income tax 156,605 101,688 (15,742) 10,114 (79,592) <strong>17</strong>3,073<br />

Provision <strong>for</strong> income tax (27,198) (9,060) (278) (3,389) – (39,925)<br />

Net income 129,407 92,628 (16,020) 6,725 (79,592) 133,148<br />

Noncontrolling interest<br />

Net income attributable to equity<br />

– – – – 3,2<strong>31</strong> 3,2<strong>31</strong><br />

holders of <strong>the</strong> Parent Company P=129,407 P=92,628 (P=16,020) 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=320,488) 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 />

O<strong>the</strong>r Segment In<strong>for</strong>mation<br />

Capital expenditures P=1,914 P=1,192 P=729 P=5,548 P=– P=9,383<br />

Depreciation and amortization P=8,615 P=1,755 P=1,574 P=2,276 P=– P=14,220<br />

The Group has no intersegment revenues and costs of services in <strong>2011</strong> and 2010.<br />

The Group has no significant customers which contributes 10% or more of <strong>the</strong> consolidated<br />

revenues.<br />

Segment assets as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010 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 <strong>the</strong> 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>2011</strong>, 2010 and 2009, respectively, are included under Asia Pacific.<br />

28. Discontinued Operations<br />

In February 2010, IRCGmbH (<strong>for</strong>merly IERCAG) started its remittance business in Italy. On<br />

April 28, <strong>2011</strong>, IRCGmbH stopped its money remittance operations in Rome and Milan in Italy in<br />

accordance with Article 75 of <strong>the</strong> 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 am<strong>ended</strong> by <strong>the</strong> Federal Act Federal Law Gazette No. 35/2003, prior<br />

to <strong>December</strong> 25, 2009, have only until April 30, <strong>2011</strong> to carry out <strong>the</strong>ir money remittance<br />

operations.<br />

In <strong>December</strong> <strong>2011</strong>, 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 <strong>for</strong> a consideration of<br />

P=72.43 million <strong>the</strong>reby 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>2011</strong> 2010<br />

Delivery fees P=5,289,202 P=7,486,658<br />

Realized <strong>for</strong>eign exchange gains - net 1,006,867 673,204<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 />

O<strong>the</strong>r 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>2011</strong> 2010<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 <strong>the</strong> ordinary conduct of business which have<br />

pending decision with <strong>the</strong> courts or are being contested, <strong>the</strong> outcome of which are not presently<br />

determinable.<br />

In <strong>the</strong> opinion of management and its legal counsel, <strong>the</strong> eventual liability under <strong>the</strong>se lawsuits or<br />

claims, if any, will not have a material or adverse effect on <strong>the</strong> Group’s financial position and<br />

results of operations. The in<strong>for</strong>mation usually required by PAS 37 is not disclosed on <strong>the</strong> grounds<br />

that it can be expected to prejudice <strong>the</strong> outcome of <strong>the</strong>se lawsuits, claims and assessments.<br />

30. Approval of <strong>the</strong> Release of <strong>the</strong> Financial Statements<br />

The accompanying consolidated financial statements were approved and authorized <strong>for</strong> issue by<br />

<strong>the</strong> Parent Company’s BOD on March 23, 2012.<br />

*SGVMC116502*


I-REMIT, INC. AND SUBSIDIARIES<br />

INDEX TO THE<br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

AND SUPPLEMENTARY SCHEDULES<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Schedu le Content Page No.<br />

Part 1<br />

I Schedule<br />

of Retained Earnings Available <strong>for</strong> 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 (O<strong>the</strong>r than Affiliates)<br />

9<br />

C Amounts<br />

Receivable from Related Parties which are eliminated during <strong>the</strong><br />

consolidation of financial statements 10<br />

D Intangible Assets - O<strong>the</strong>r Assets 11<br />

E Long-Term<br />

Debt 12<br />

F Indebtedness<br />

to Related Parties (included in <strong>the</strong> consolidated statement of<br />

position) 13<br />

G Guarantees of Securities of O<strong>the</strong>r 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 <strong>31</strong>, <strong>2011</strong><br />

Schedule I<br />

Unappropriated retained<br />

earnings, as adjusted to available <strong>for</strong> dividend<br />

distribution, beginning<br />

P=161,219,561<br />

Add: Net income earned<br />

during <strong>the</strong> <strong>year</strong><br />

Net income during<br />

<strong>the</strong> <strong>year</strong> 55,506,145<br />

Less: Unrealized <strong>for</strong>eign<br />

exchange gains - net (except those attributable<br />

to cash and cash<br />

equivalents) 1,205,505<br />

Subtotal<br />

54,300,640<br />

Add: Realized income categorized as unrealized in previous <strong>year</strong>s 6,419,981<br />

Net income actually earned<br />

during <strong>the</strong> <strong>year</strong> 60,720,621<br />

Less: Dividend declarations<br />

during <strong>the</strong> <strong>year</strong> 55,308,800<br />

Treasury shares<br />

12,872,058<br />

Subtotal<br />

(7,460,237)<br />

Retained earnings available <strong>for</strong> 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 <strong>31</strong>, <strong>2011</strong><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 <strong>Report</strong>ing 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 <strong>for</strong> Sale and Discontinued Operati ons<br />

Adopted<br />

PFRS 6, Exploration <strong>for</strong> 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 <strong>the</strong> <strong>Report</strong>ing 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 <strong>17</strong>, Leases Adopted<br />

PAS 18, Revenue Adopted<br />

PAS 19, Employee Benefits<br />

PAS 20, Accounting <strong>for</strong> 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 <strong>Report</strong>ing 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 <strong>Report</strong>ing in Hyperinflationary Economies Not applicable<br />

PAS <strong>31</strong>, 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 />

<strong>Report</strong>ing 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 whe<strong>the</strong>r 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 <strong>the</strong> Restatement Approach<br />

Not Applicable<br />

under PAS 29, Financial<br />

<strong>Report</strong>ing in Hyperinflationary Economies Not Applicable<br />

Philippine Interpretation IFRIC–9, Reassessment of Embedded Derivatives<br />

Philippine Interpretation IFRIC–10, Interim Financial <strong>Report</strong>ing 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 <strong>the</strong>ir Interaction<br />

Philippine Interpretation IFRIC–16, Hedges of a Net Investment in a<br />

Adopted<br />

Forei gn Oper ation<br />

Philippine Interpretation IFRIC–<strong>17</strong>, 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 <strong>the</strong> 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 <strong>the</strong> Tax Status<br />

of an Entity or its Shareholders<br />

Not Applicable<br />

Philippine Interpretation<br />

SIC–27, Evaluating <strong>the</strong> Substance of Transactions<br />

Involving <strong>the</strong> Legal Form<br />

of a Lease Not Applicable<br />

Philippine Interpretation<br />

SIC–29, Service Concession Arrangements:<br />

Disclosures Not Applicable<br />

Philippine Interpretation SIC–<strong>31</strong>, 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. 2006-01:<br />

PAS 18, Appendix, paragraph 9 - Revenue<br />

recognition <strong>for</strong> sales of property units under pre-completion<br />

contracts<br />

Not Applicable<br />

PIC Q&A No. 2006-02: PAS 27.10(d) - Clarification<br />

of criteria <strong>for</strong><br />

exempti on from presenting consolidated financial statements Not Applicable<br />

PIC Q&A No. 2007-03:<br />

PAS 40.27 - Valuation of bank real and o<strong>the</strong>r<br />

properties acquired<br />

(ROPA) Not Applicable<br />

PIC Q&A No. 2008-01<br />

(Revised): PAS 19.78 - Rate used in discounting<br />

post-employment<br />

benefit obligations Not Applicable<br />

PIC Q&A No. 2008-02:<br />

PAS 20.43 - Accounting <strong>for</strong> government loans<br />

with low interest<br />

rates under <strong>the</strong> amendments to PAS 20 Not Applicable<br />

PIC Q&A No. 2009-01:<br />

Framework.23 and PAS 1.23 - Financial<br />

statements prepared on a basis o<strong>the</strong>r than going concern<br />

Not Applicable<br />

PIC Q&A No. 2010-01:<br />

PAS 39.AG71-72 - Rate used in determining <strong>the</strong><br />

fa ir valu e of government<br />

securities in <strong>the</strong> Philippines Not Applicable<br />

PIC Q&A No. 2010-02:<br />

PAS 1R.16 - Basis of preparation of financial<br />

statements Adopted<br />

PIC Q&A No. <strong>2011</strong>-01:<br />

PAS 1.10(f) - Requirements <strong>for</strong> 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 <strong>the</strong> following pronouncements, please take note of<br />

<strong>the</strong>: (1) additional disclosures <strong>the</strong> entity has to make <strong>for</strong> <strong>the</strong> early adoption of <strong>the</strong> said<br />

pronouncement s and (2) <strong>the</strong> existing pronouncements<br />

that <strong>the</strong> 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>2011</strong> Yes when effective<br />

Amendments to PFRS 7:<br />

Disclosures-Offsetting Financial<br />

Assets and Financial Liabilities<br />

January 1, 2013 Not mentioned<br />

To be adopted<br />

when effective<br />

PFRS 9, Financial Instruments January 1, 2015 Yes Adopted<br />

PFRS 10, Consolidated Financial<br />

Statements<br />

January 1, 2013 Yes<br />

To be adopted<br />

when effective<br />

PFRS 11, Joint Arrangements<br />

January 1, 2013 Yes<br />

To be adopted<br />

when effective<br />

PFRS 12, Disclosure of Interests<br />

in<br />

O<strong>the</strong>r Entities<br />

January 1, 2013 Yes<br />

To be adopted<br />

when effective<br />

PFRS 13, Fair Value Measurement<br />

January 1, 2013 Yes<br />

To be adopted<br />

when effective<br />

Amendments to PAS 1: Presentation<br />

To be adopted<br />

of Items of O<strong>the</strong>r Comprehensive<br />

Income<br />

July 1, 2012 Yes when effective<br />

Amendments to PAS 12-Deferred<br />

Tax: Recovery of Underlying<br />

Assets<br />

January 1, 2012 Yes<br />

To be adopted<br />

when effective<br />

PAS 19, Employee Benefits<br />

(Revised)<br />

January 1, 2013 Yes<br />

To be adopted<br />

when effective<br />

PAS 27, Separate Financial<br />

Statements<br />

January 1, 2013 Yes<br />

To be adopted<br />

when effective<br />

PA S 28, Investments in Associates<br />

and Joint Ventures<br />

January 1, 2013 Yes Not applicable<br />

Amendments to PAS 32, Offsetting<br />

Financial Assets and Financial<br />

Liabilities<br />

January 1, 2014 Yes<br />

To be adopted<br />

when effective<br />

Philippine Interpretation IFRIC-15,<br />

Agreements <strong>for</strong> <strong>the</strong> Construction<br />

of<br />

Real Estate<br />

Philippine Interpretation IFRIC-20,<br />

Deferred by SEC and<br />

FRSC<br />

No<br />

To be adopted<br />

when effective<br />

Strippin g Costs in <strong>the</strong> Production Phase of a Surface Mine PIC Q&A No. <strong>2011</strong>-02: PFRS<br />

3.2 -<br />

January 1, 2013 Yes Not applicable<br />

Common Control Business<br />

Combinations<br />

January 1, 2012 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>2011</strong>-03: Accounting<br />

<strong>for</strong> Inter-company Loans<br />

January 1, 2012 Yes<br />

To be adopted<br />

when effective<br />

PIC Q&A No. <strong>2011</strong>-04: PAS<br />

32.37-<br />

38 - Costs of Public Offering<br />

of<br />

Shares<br />

January 1, 2012 Yes<br />

To be adopted<br />

when effective<br />

PIC Q&A No. <strong>2011</strong>-05: PFRS<br />

1.D1-<br />

D8 - Fair Value or Revaluation<br />

as<br />

Deemed Cost<br />

January 25, 2012 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 />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Number of shares or<br />

principal amount of bonds<br />

or notes<br />

Amount shown on <strong>the</strong><br />

balance sheet<br />

Income accrued<br />

Debt securities<br />

Republic of Venezuela<br />

$782,748 P=35,<strong>31</strong>3,120 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 />

208,000 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,<strong>31</strong>1<br />

SHS General Motors 5,400 4,798,639 P=–<br />

Apple Inc<br />

200<br />

3,551,040 –<br />

HSBC Holdings<br />

10,000<br />

3,326,<strong>31</strong>6 –<br />

Global X Silver ( SIL)<br />

1,000<br />

925,462 –<br />

P=12,601,457 P=–<br />

P=125,226,264 P=8,859,<strong>31</strong>1


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 (O<strong>the</strong>r than Related Parties)<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><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= 203,242<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 />

Ca<strong>the</strong>rine 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,<strong>31</strong>0 – – – 272,<strong>31</strong>0 – 272,<strong>31</strong>0<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 <strong>the</strong> consolidation of financial statements)<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><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 Global Remittance Ltd 5,099,127 26,168,530 10,846,363 – 20,421,294 – 20,421,<br />

294<br />

Worldwide Exchange Pty. Ltd 94,113 25,973,348 1,893,496 – 24,<strong>17</strong>3 ,965<br />

– 24,<strong>17</strong>3,<br />

965<br />

International Remittance Canada Ltd. 71,646 43,<strong>31</strong>6,090 1,096,561 – 42,291,<strong>17</strong>5 – 42,291,<br />

<strong>17</strong>5<br />

Iremit New Zealand Limited 9,285,149 11,594,400 3,824 – 20,875,725 – 20,875,<br />

725<br />

Power Star Group Asia Ltd. – 33,166 –<br />

–<br />

33,166 – 33,<br />

166<br />

K.K. Iremit Japan – 5,611,520 –<br />

– 5,611,520 – 5,611,<br />

520<br />

Iremit Europe Remittance Consulting AG 54,579,655 34,162,850 25,9<strong>31</strong>,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 - O<strong>the</strong>r Assets<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Description (i) Beginning<br />

Balance<br />

Additions at Cost<br />

(ii)<br />

Charged to cost<br />

and expenses<br />

Charged to o<strong>the</strong>r<br />

accounts<br />

O<strong>the</strong>r 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 />

– (208,349) 1,450,944<br />

_______________________________________________ (I)<br />

The in<strong>for</strong>mation required<br />

shall be grouped into ( a) intangibles shown under<br />

<strong>the</strong> caption<br />

intangible<br />

assets and (b) de ferrals shown under <strong>the</strong><br />

caption O<strong>the</strong>r Assets in <strong>the</strong> related<br />

balance sheet.<br />

Show by major<br />

classifications.<br />

(II)<br />

For each change representing<br />

o<strong>the</strong>r<br />

than an acquisition,<br />

clearly<br />

state <strong>the</strong> na ture of <strong>the</strong><br />

change and <strong>the</strong> o<strong>the</strong>r accounts affected.<br />

Describe<br />

cost of<br />

additions representing o<strong>the</strong>r<br />

than cash expenditures.<br />

(III)<br />

If provision <strong>for</strong> amortization<br />

of int<br />

angible assets is credited in <strong>the</strong> books<br />

di rectly to <strong>the</strong> intangible<br />

asset account,<br />

<strong>the</strong> amounts<br />

shall<br />

be stated<br />

with explanations, including<br />

<strong>the</strong> accounts<br />

charged.<br />

Clearly state<br />

<strong>the</strong> nature<br />

of deductions<br />

if <strong>the</strong>se<br />

represent anything<br />

o<strong>the</strong>r<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 />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Amount shown under caption “Current<br />

portion of long-term debt’ in related<br />

balance sheet (ii)<br />

None to <strong>Report</strong><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 <strong>the</strong> consolidated financial statement of position)<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Name of Related Parties (i) Balance at beginning of period Balance at end of period (ii)<br />

__________________________________________________<br />

None to <strong>Report</strong><br />

(i)<br />

The related parties named shall be grouped as in Schedule<br />

D. The<br />

in<strong>for</strong>matio<br />

n called shall be stated <strong>for</strong> any persons whose<br />

investments<br />

shown separately in such related schedule.<br />

(ii)<br />

For each affiliate named in <strong>the</strong> first column, explain<br />

in a note hereto <strong>the</strong> nature<br />

and purpose<br />

o f any material increase during <strong>the</strong> period<br />

that<br />

is in excess of 10 percent of <strong>the</strong> related b alance at ei<strong>the</strong>r <strong>the</strong> beginning<br />

or end<br />

of <strong>the</strong> period.


Name of issuing entity of<br />

securities guaranteed by<br />

<strong>the</strong> company <strong>for</strong> 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 O<strong>the</strong>r Issuers<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Total amount of<br />

guaranteed and<br />

outstanding (i)<br />

None<br />

to <strong>Report</strong><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 />

<strong>the</strong> date of<br />

<strong>the</strong> last balance sheet file. If this schedule<br />

is filed in support<br />

of consolidated<br />

financial statements,<br />

<strong>the</strong>re shall be set <strong>for</strong>th guarantees by any person<br />

included<br />

in <strong>the</strong> consolidation except such guarantees<br />

of securities<br />

which<br />

are inclu ded in <strong>the</strong> consolidated<br />

balance sheet.<br />

(ii) There m ust be a brief<br />

statement of <strong>the</strong> nature<br />

of <strong>the</strong> guarantee,<br />

such<br />

as “Guarantee<br />

of principal and interest”, “Guarantee<br />

of Interest”,<br />

or<br />

“Guarantee of Divid ends”. If <strong>the</strong> guarantee is of interest, dividends,<br />

or both,<br />

state <strong>the</strong> 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 />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

Number of<br />

shares issued<br />

and<br />

outstanding as<br />

shown under<br />

<strong>the</strong> related<br />

balance sheet<br />

caption<br />

602,852,800<br />

Number of<br />

shares reserved<br />

<strong>for</strong> options,<br />

warrants,<br />

conversion<br />

and<br />

o<strong>the</strong>r<br />

rights<br />

Number of<br />

shares held by<br />

related parties<br />

(ii)<br />

– 443,819,584<br />

Directors,<br />

officers and O<strong>the</strong>rs (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 />

<strong>for</strong> which<br />

separate financial<br />

statements<br />

are filed and those<br />

included<br />

in <strong>the</strong> consolidated financial<br />

statements, o<strong>the</strong>r than <strong>the</strong> issuer of <strong>the</strong> particular security.<br />

(iii)<br />

Indi cate in a note any significant changes<br />

since<br />

<strong>the</strong> date of <strong>the</strong><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 />

SEC 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 (Form Type) Month Day<br />

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

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

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

Total Amount of Borrowings<br />

Total No. of Stockholders Domestic Foreign<br />

To be accomplished by SEC Personnel concerned<br />

File Number LCU<br />

Document ID Cashier<br />

S T A M P S<br />

COVER SHEET<br />

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

*SGVMC116501*


I-REMIT, INC.<br />

NOTES TO PARENT COMPANY FINANCIAL STATEMENTS<br />

1. Corporate In<strong>for</strong>mation<br />

I-Remit, Inc. (<strong>the</strong> Parent Company) was incorporated in <strong>the</strong> Philippines and was registered with<br />

<strong>the</strong> Securities and Exchange Commission (SEC) on March 5, 2001 and started commercial<br />

operations on November 11, 2001.<br />

The Parent Company, which is domiciled in <strong>the</strong> Philippines, has its registered office and principal<br />

place of business at <strong>the</strong> 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City. The<br />

Parent Company’s common shares were listed with <strong>the</strong> Philippine Stock Exchange (PSE) on<br />

October <strong>17</strong>, 2007.<br />

The Parent Company and its subsidiaries (collectively referred to as “<strong>the</strong> Group”), except Power<br />

Star Asia Group Limited (PSAGL), are primarily engaged in <strong>the</strong> business of fund transfer and<br />

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

wire or any o<strong>the</strong>r mode of transfer; delivery of such funds or monies, both in <strong>the</strong> domestic and<br />

international market, by providing ei<strong>the</strong>r courier or freight <strong>for</strong>warding services; and conduct of<br />

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

PSAGL, on <strong>the</strong> o<strong>the</strong>r hand, provides financial advisory and o<strong>the</strong>r 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 Global Services Co., and <strong>the</strong><br />

rest by <strong>the</strong> public. The Parent Company is <strong>the</strong> ultimate parent company of <strong>the</strong> Group.<br />

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

Subsidiaries:<br />

International Remittance<br />

Country of<br />

Incorporation<br />

Functional<br />

Currency<br />

Effective Percentage of Ownership<br />

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

<strong>2011</strong> 2010 2009<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 Global Remittance 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 Remittance<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 />

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

<strong>2011</strong> 2010 2009<br />

(ISPL) 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 />

**Formerly IREMIT EUROPE Remittance Consulting AG (IERCAG)<br />

2. Summary of Significant Accounting Policies<br />

Basis of Preparation<br />

The accompanying financial statements of <strong>the</strong> Parent Company have been prepared on a historical<br />

cost basis. The Parent Company’s financial statements are presented in Philippine peso, <strong>the</strong><br />

Parent Company’s functional and presentation currency, and all values are rounded to <strong>the</strong> nearest<br />

peso except when o<strong>the</strong>rwise indicated.<br />

Statement of Compliance<br />

The accompanying financial statements of <strong>the</strong> Parent Company have been prepared in compliance<br />

with Philippine Financial <strong>Report</strong>ing Standards (PFRS).<br />

Changes in Accounting Policies<br />

The accounting policies adopted in <strong>the</strong> preparation of <strong>the</strong> parent company financial statements are<br />

consistent with those of <strong>the</strong> previous financial <strong>year</strong> except <strong>for</strong> <strong>the</strong> adoption of <strong>the</strong> following new<br />

and am<strong>ended</strong> PFRS, Philippine Accounting Standards (PAS) and Philippine Interpretations which<br />

became effective on January 1, <strong>2011</strong>.<br />

• PAS 24 Amendment, Related Party Disclosures<br />

• PAS 32 Amendment, Financial Instruments: Presentation - Classification of Rights Issues<br />

• Philippine Interpretation International Financial <strong>Report</strong>ing 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 <strong>the</strong><br />

Parent Company except <strong>for</strong> <strong>the</strong> adoption of PAS 24 Amendment, Related Party Transactions.<br />

PAS 24 Amendment, Related Party Transactions<br />

PAS 24 clarifies <strong>the</strong> definitions of a related party. The new definitions emphasize a symmetrical<br />

view of related party relationships and clarify <strong>the</strong> circumstances in which persons and key<br />

management personnel affect related party relationships of an entity. In addition, <strong>the</strong> amendment<br />

introduces an exemption from <strong>the</strong> general related party disclosure requirements <strong>for</strong> transactions<br />

with government and entities that are controlled, jointly controlled or significantly influenced by<br />

<strong>the</strong> same government as <strong>the</strong> reporting entity. The amendment only affects <strong>the</strong> disclosures and has<br />

no impact on <strong>the</strong> Parent Company’s financial position or per<strong>for</strong>mance.<br />

Improvements to PFRS 2010<br />

The omnibus amendments to PFRSs were issued in 2010 primarily with a view to remove<br />

inconsistencies and clarify wording. There are separate transitional provisions <strong>for</strong> each standard.<br />

49.00<br />

49.00<br />

*SGVMC116501*


- 3 -<br />

The adoption of <strong>the</strong> following amendment resulted in changes to accounting policies but did not<br />

have any impact on <strong>the</strong> financial position or per<strong>for</strong>mance of <strong>the</strong> Parent Company.<br />

PFRS 7, Financial Instruments - Disclosures<br />

The amendment was int<strong>ended</strong> to simplify <strong>the</strong> disclosures provided by reducing <strong>the</strong> volume of<br />

disclosures around collateral held and improving disclosures by requiring qualitative in<strong>for</strong>mation<br />

to put <strong>the</strong> quantitative in<strong>for</strong>mation in context. The Parent Company reflects <strong>the</strong> 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 o<strong>the</strong>r comprehensive income maybe ei<strong>the</strong>r in <strong>the</strong> statement of<br />

changes in equity or in <strong>the</strong> notes to <strong>the</strong> financial statements.<br />

O<strong>the</strong>r amendments resulting from <strong>the</strong> 2010 Improvements to PFRSs to <strong>the</strong> following standards did<br />

not have any impact on <strong>the</strong> accounting policies, financial position or per<strong>for</strong>mance of <strong>the</strong> Parent<br />

Company:<br />

• PFRS 3, Business Combinations (Contingent consideration arising from business combination<br />

prior to adoption of PFRS 3 (as revised in 2008))<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 <strong>Report</strong>ing<br />

The following interpretation and amendments to interpretations did not have any impact on <strong>the</strong><br />

accounting policies, financial position or per<strong>for</strong>mance of <strong>the</strong> Parent Company:<br />

• Philippine Interpretation IFRIC 13, Customer Loyalty Programmes (determining <strong>the</strong> 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 <strong>the</strong> Parent Company is <strong>the</strong> Philippine peso.<br />

Transactions denominated in <strong>for</strong>eign currencies are recorded in Philippine peso using <strong>the</strong><br />

exchange rate at <strong>the</strong> date of <strong>the</strong> transaction. For financial reporting purposes, <strong>for</strong>eign currencydenominated<br />

accounts are translated into <strong>the</strong>ir equivalents in Philippine pesos based on <strong>the</strong><br />

Philippine Dealing System (PDS) closing rate prevailing at <strong>the</strong> balance sheet date (<strong>for</strong> assets and<br />

liabilities). Foreign exchange differences arising from revaluation and translation of <strong>for</strong>eign<br />

currency-denominated monetary assets and liabilities are credited to or charged against operations<br />

in <strong>the</strong> <strong>year</strong> in which <strong>the</strong> rates change. Non-monetary items that are measured in terms of historical<br />

cost in a <strong>for</strong>eign currency are translated using <strong>the</strong> exchange rates as at <strong>the</strong> dates of <strong>the</strong> 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 <strong>the</strong> 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 <strong>the</strong> 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-<strong>for</strong>-sale (AFS) investments, financial liabilities at FVPL and o<strong>the</strong>r financial liabilities.<br />

The classification of financial instruments at initial recognition depends on <strong>the</strong> purpose <strong>for</strong> which<br />

<strong>the</strong> financial instruments were acquired and <strong>the</strong>ir characteristics. All financial assets and financial<br />

liabilities are recognized initially at fair value plus any directly attributable cost of acquisition or<br />

issue, except in <strong>the</strong> case of financial assets and financial liabilities at FVPL. Management<br />

determines <strong>the</strong> 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 <strong>the</strong> consolidated balance sheet when <strong>the</strong> Parent Company<br />

becomes a party to <strong>the</strong> contractual provisions of <strong>the</strong> instrument. In <strong>the</strong> 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 <strong>the</strong><br />

day it is received by <strong>the</strong> Parent Company, and (b) <strong>the</strong> derecognition of an asset and recognition of<br />

any gain or loss on disposal on <strong>the</strong> day that it is delivered by <strong>the</strong> Parent Company. Receivables,<br />

beneficiaries and o<strong>the</strong>r payables, and interest-bearing loans are recognized when cash is received<br />

by <strong>the</strong> Parent Company or advanced to <strong>the</strong> borrowers/beneficiaries.<br />

The subsequent measurement bases <strong>for</strong> financial instruments depend on its classification.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> 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 <strong>the</strong> effective interest method less any allowance <strong>for</strong> 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 <strong>the</strong> effective interest rate (EIR). Gains and losses are recognized in <strong>the</strong><br />

parent company statement of income when <strong>the</strong> receivables are derecognized or impaired, as well<br />

as through <strong>the</strong> amortization process. Receivables are classified as current assets when <strong>the</strong> Parent<br />

Company expects to realize or collect <strong>the</strong> asset within twelve months from <strong>the</strong> balance sheet date.<br />

O<strong>the</strong>rwise, <strong>the</strong>se are classified as non-current assets.<br />

Classified under this category are <strong>the</strong> Parent Company’s ‘Cash and cash equivalents’, ‘Accounts<br />

receivable’, ‘O<strong>the</strong>r receivables’ and refundable deposits included under ‘O<strong>the</strong>r noncurrent assets’.<br />

O<strong>the</strong>r financial liabilities<br />

Issued financial instruments or <strong>the</strong>ir components, which are not designated as at FVPL, are<br />

classified as o<strong>the</strong>r financial liability, where <strong>the</strong> substance of <strong>the</strong> contractual arrangement results in<br />

<strong>the</strong> Parent Company having an obligation ei<strong>the</strong>r to deliver cash or ano<strong>the</strong>r financial asset to <strong>the</strong><br />

holder, or to satisfy <strong>the</strong> obligation o<strong>the</strong>r than by <strong>the</strong> exchange of a fixed amount of cash or ano<strong>the</strong>r<br />

financial asset <strong>for</strong> a fixed number of its own equity shares. These include liabilities arising from<br />

operations or borrowings. The components of issued financial instruments that contain both<br />

liability and equity elements are accounted <strong>for</strong> separately, with <strong>the</strong> equity component being<br />

assigned <strong>the</strong> residual amount after deducting from <strong>the</strong> instrument as a whole <strong>the</strong> amount separately<br />

determined as <strong>the</strong> fair value of <strong>the</strong> liability component on <strong>the</strong> date of issue.<br />

*SGVMC116501*


- 5 -<br />

After initial measurement, o<strong>the</strong>r financial liabilities are subsequently measured at amortized cost<br />

using <strong>the</strong> EIR method.<br />

O<strong>the</strong>r financial liabilities are classified as current liabilities when <strong>the</strong> Parent Company expects to<br />

settle <strong>the</strong> liability within twelve months from <strong>the</strong> balance sheet date. O<strong>the</strong>rwise, <strong>the</strong>se are<br />

classified as non-current liabilities.<br />

O<strong>the</strong>r financial liabilities include ‘Beneficiaries and o<strong>the</strong>r payables’ and ‘Interest-bearing loans’.<br />

Determination of fair value<br />

The fair value <strong>for</strong> financial instruments traded in active markets at <strong>the</strong> balance sheet date is based<br />

on <strong>the</strong>ir quoted market prices or dealer price quotations (bid price <strong>for</strong> long positions and ask price<br />

<strong>for</strong> short positions), without any deduction <strong>for</strong> transaction costs. When current bid and ask prices<br />

are not available, <strong>the</strong> price of <strong>the</strong> most recent transaction provides evidence of <strong>the</strong> current fair<br />

value as long as <strong>the</strong>re has not been a significant change in economic circumstances since <strong>the</strong> time<br />

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

For all o<strong>the</strong>r financial instruments not listed in an active market, <strong>the</strong> fair value is determined by<br />

using appropriate valuation methodologies. Valuation methodologies include net present value<br />

techniques, comparison to similar instruments <strong>for</strong> which market observable prices exist, option<br />

pricing models, and o<strong>the</strong>r relevant valuation models.<br />

Day 1 difference<br />

Where <strong>the</strong> transaction price in a non-active market is different from <strong>the</strong> fair value from o<strong>the</strong>r<br />

observable current market transactions in <strong>the</strong> same instrument or based on a valuation technique<br />

whose variables include only data from an observable market, <strong>the</strong> Parent Company recognizes <strong>the</strong><br />

difference between <strong>the</strong> transaction price and fair value (a Day 1 difference) in <strong>the</strong> parent company<br />

statement of income unless it qualifies <strong>for</strong> recognition as some o<strong>the</strong>r type of asset. In cases where<br />

use is made of data which is not observable, <strong>the</strong> difference between <strong>the</strong> transaction price and<br />

model value is only recognized in <strong>the</strong> parent company statement of income when <strong>the</strong> inputs<br />

become observable or when <strong>the</strong> instrument is derecognized. For each transaction, <strong>the</strong> Parent<br />

Company determines <strong>the</strong> appropriate method of recognizing <strong>the</strong> Day 1 difference amount.<br />

Derecognition of Financial Assets and Liabilities<br />

Financial asset<br />

A financial asset (or, where applicable a part of a financial asset or part of a group of similar<br />

financial assets) is derecognized when:<br />

• <strong>the</strong> rights to receive cash flows from <strong>the</strong> asset have expired;<br />

• <strong>the</strong> Parent Company retains <strong>the</strong> right to receive cash flows from <strong>the</strong> asset, but has assumed an<br />

obligation to pay <strong>the</strong>m in full without material delay to a third part under a ‘pass through’<br />

arrangement; or<br />

• <strong>the</strong> Parent Company has transferred its rights to receive cash flows from <strong>the</strong> asset and ei<strong>the</strong>r<br />

(a) has transferred substantially all <strong>the</strong> risks and rewards of <strong>the</strong> asset, or (b) has nei<strong>the</strong>r<br />

transferred nor retained substantially all <strong>the</strong> risks and rewards of <strong>the</strong> asset, but has transferred<br />

control of <strong>the</strong> asset.<br />

When <strong>the</strong> Parent Company has transferred its rights to receive cash flows from an asset or has<br />

entered into a pass-through arrangement, and has nei<strong>the</strong>r transferred nor retained substantially all<br />

<strong>the</strong> risks and rewards of <strong>the</strong> asset nor transferred control of <strong>the</strong> asset, <strong>the</strong> asset is recognized to <strong>the</strong><br />

extent of <strong>the</strong> Parent Company’s continuing involvement in <strong>the</strong> asset. Continuing involvement that<br />

*SGVMC116501*


- 6 -<br />

takes <strong>the</strong> <strong>for</strong>m of a guarantee over <strong>the</strong> transferred asset is measured at <strong>the</strong> lower of <strong>the</strong> original<br />

carrying amount of <strong>the</strong> asset and <strong>the</strong> maximum amount of consideration that <strong>the</strong> Parent Company<br />

could be required to repay.<br />

Financial liability<br />

A financial liability is derecognized when <strong>the</strong> obligation under <strong>the</strong> liability is discharged,<br />

cancelled or has expired. When an existing financial liability is replaced by ano<strong>the</strong>r from <strong>the</strong> same<br />

lender on substantially different terms, or <strong>the</strong> terms of an existing liability are substantially<br />

modified, such an exchange or modification is treated as a derecognition of <strong>the</strong> original liability<br />

and <strong>the</strong> recognition of a new liability, and <strong>the</strong> difference in <strong>the</strong> respective carrying amount of a<br />

financial liability (or part of a financial liability) extinguished or transferred to ano<strong>the</strong>r party and<br />

<strong>the</strong> consideration paid, including any non-cash assets transferred or liabilities assumed, shall be<br />

recognized in <strong>the</strong> parent company statement of income.<br />

Offsetting Financial Instruments<br />

Financial assets and financial liabilities are offset and <strong>the</strong> net amount reported in <strong>the</strong> balance sheet<br />

if, and only if, <strong>the</strong>re is a currently en<strong>for</strong>ceable legal right to offset <strong>the</strong> recognized amounts and<br />

<strong>the</strong>re is an intention to settle on a net basis, or to realize <strong>the</strong> asset and settle <strong>the</strong> liability<br />

simultaneously.<br />

Impairment of Financial Assets<br />

The Parent Company assesses at each balance sheet date, whe<strong>the</strong>r <strong>the</strong>re 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, <strong>the</strong>re is an objective evidence of<br />

impairment as a result of one or more events that has occurred after <strong>the</strong> initial recognition of <strong>the</strong><br />

asset (an incurred ‘loss event’) and that loss event (or events) has an impact on <strong>the</strong> estimated<br />

future cash flows of <strong>the</strong> financial asset or <strong>the</strong> group of financial assets that can be reliably<br />

estimated. Evidence of impairment may include indications that <strong>the</strong> borrower or a group of<br />

borrowers is experiencing significant financial difficulty, default or delinquency in interest or<br />

principal payments, <strong>the</strong> probability that <strong>the</strong>y will enter bankruptcy or o<strong>the</strong>r financial<br />

reorganization, and where <strong>the</strong>re are observable data that indicates that <strong>the</strong>re is a measurable<br />

decrease in <strong>the</strong> 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, <strong>the</strong> Parent Company first assesses whe<strong>the</strong>r objective<br />

evidence of impairment exists individually <strong>for</strong> financial assets that are individually significant, or<br />

collectively <strong>for</strong> financial assets that are not individually significant.<br />

If <strong>the</strong>re is objective evidence that an impairment loss has been incurred, <strong>the</strong> amount of <strong>the</strong> loss is<br />

measured as <strong>the</strong> difference between <strong>the</strong> asset’s carrying amount and <strong>the</strong> present value of <strong>the</strong><br />

estimated future cash flows (excluding future credit losses that have not been incurred). The<br />

carrying amount of <strong>the</strong> asset is reduced through <strong>the</strong> use of an allowance account and <strong>the</strong> amount of<br />

loss is charged to <strong>the</strong> parent company statement of income. Interest income continues to be<br />

recognized based on <strong>the</strong> original EIR of <strong>the</strong> asset. Receivables, toge<strong>the</strong>r with <strong>the</strong> associated<br />

allowance accounts, are written off when <strong>the</strong>re is no realistic prospect of future recovery and all<br />

collateral has been realized. If subsequently, <strong>the</strong> amount of <strong>the</strong> estimated impairment loss<br />

decreases because of an event occurring after <strong>the</strong> impairment was recognized, <strong>the</strong> previously<br />

recognized impairment loss is reduced by adjusting <strong>the</strong> allowance account. If a future write-off is<br />

later recovered, any amounts <strong>for</strong>merly charged are credited to profit or loss.<br />

*SGVMC116501*


- 7 -<br />

If <strong>the</strong> Parent Company determines that no objective evidence of impairment exists <strong>for</strong> an<br />

individually assessed financial asset, whe<strong>the</strong>r significant or not, it includes <strong>the</strong> asset in a group of<br />

financial assets with similar credit risk characteristics and collectively assesses <strong>for</strong> impairment.<br />

Those characteristics are relevant to <strong>the</strong> estimation of future cash flows <strong>for</strong> groups of such assets<br />

by being indicative of <strong>the</strong> debtors’ ability to pay all amounts due according to <strong>the</strong> contractual<br />

terms of <strong>the</strong> assets being evaluated. Assets that are individually assessed <strong>for</strong> impairment and <strong>for</strong><br />

which an impairment loss is, or continues to be, recognized are not included in a collective<br />

assessment <strong>for</strong> impairment.<br />

The present value of <strong>the</strong> estimated future cash flows is discounted at <strong>the</strong> financial asset’s original<br />

EIR. If a financial asset has a variable interest rate, <strong>the</strong> discount rate <strong>for</strong> measuring any<br />

impairment loss is <strong>the</strong> current EIR, adjusted <strong>for</strong> <strong>the</strong> original credit risk premium.<br />

For <strong>the</strong> purpose of a collective evaluation of impairment, financial assets are grouped on <strong>the</strong> basis<br />

of such credit risk characteristics as geographical classification. Future cash flows in a group of<br />

financial assets that are collectively evaluated <strong>for</strong> impairment are estimated on <strong>the</strong> basis of<br />

historical loss experience <strong>for</strong> assets with credit risk characteristics similar to those in <strong>the</strong> group.<br />

Historical loss experience is adjusted on <strong>the</strong> basis of current observable data to reflect <strong>the</strong> effects<br />

of current conditions that did not affect <strong>the</strong> period on which <strong>the</strong> historical loss experience is based<br />

and to remove <strong>the</strong> effects of conditions in <strong>the</strong> historical period that do not exist currently.<br />

Estimates of changes in future cash flows reflect, and are directionally consistent with changes in<br />

related observable data from period to period (such as changes in payment status, or o<strong>the</strong>r factors<br />

that are indicative of incurred losses in <strong>the</strong> group and <strong>the</strong>ir magnitude). The methodology and<br />

assumptions used <strong>for</strong> estimating future cash flows are reviewed regularly by <strong>the</strong> 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 <strong>the</strong> parent company financial statements are accounted <strong>for</strong> at cost.<br />

Subsidiaries of <strong>the</strong> Parent Company are shown in Note 1.<br />

Associates<br />

The Parent Company’s investments in its associates are accounted <strong>for</strong> at cost. An associate is an<br />

entity in which <strong>the</strong> Parent Company has significant influence. The Parent Company's investments<br />

in associates include its 49.00% interest in ISPL 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 <strong>the</strong> property and equipment to its working condition and location <strong>for</strong><br />

its int<strong>ended</strong> use.<br />

Expenditures incurred after <strong>the</strong> property and equipment have been put into operation, such as<br />

repairs and maintenance are normally charged to operations in <strong>the</strong> <strong>year</strong> in which <strong>the</strong> costs are<br />

incurred. In situations where it can be clearly demonstrated that <strong>the</strong> expenditures have resulted in<br />

an increase in <strong>the</strong> future economic benefits expected to be obtained from <strong>the</strong> use of an item of<br />

property and equipment beyond its originally assessed standard of per<strong>for</strong>mance, <strong>the</strong> expenditures<br />

are capitalized as an additional cost of property and equipment.<br />

*SGVMC116501*


- 8 -<br />

Depreciation and amortization is calculated on a straight-line basis over <strong>the</strong> estimated useful life of<br />

<strong>the</strong> property and equipment as follows:<br />

Office and communication equipment 3 <strong>year</strong>s<br />

Transportation and delivery equipment 3 to 5 <strong>year</strong>s<br />

Furniture and fixtures 3 to 5 <strong>year</strong>s<br />

Leasehold improvements 5 <strong>year</strong>s or <strong>the</strong> term of <strong>the</strong> lease,<br />

whichever is shorter<br />

The carrying values of property and equipment are reviewed <strong>for</strong> impairment when events or<br />

changes in circumstances indicate <strong>the</strong> carrying value may not be recoverable. If any such<br />

indication exists and where <strong>the</strong> carrying values exceed <strong>the</strong> estimated recoverable amount, <strong>the</strong> asset<br />

or cash-generating units (CGU) are written down to <strong>the</strong>ir 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 <strong>the</strong><br />

asset (calculated as <strong>the</strong> difference between <strong>the</strong> net disposal proceeds and <strong>the</strong> carrying amount of<br />

<strong>the</strong> asset) is included in <strong>the</strong> parent company statement of income in <strong>the</strong> <strong>year</strong> <strong>the</strong> 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 <strong>year</strong>-end to ensure that <strong>the</strong>se are consistent<br />

with <strong>the</strong> expected pattern of economic benefits from <strong>the</strong> items of property and equipment.<br />

Software costs<br />

Software costs are carried at cost less accumulated amortization and any impairment in value. The<br />

cost of <strong>the</strong> asset is <strong>the</strong> amount of cash or cash equivalents paid or <strong>the</strong> fair value of <strong>the</strong> o<strong>the</strong>r<br />

considerations given up to acquire <strong>the</strong> asset at <strong>the</strong> time of its acquisition or production. Software<br />

costs are amortized on a straight-line basis over its estimated useful life of three (3) <strong>year</strong>s.<br />

The asset’s amortization period and amortization method are reviewed at least at each balance<br />

sheet date. Changes in <strong>the</strong> expected useful life or <strong>the</strong> expected pattern of consumption of future<br />

economic benefits embodied in <strong>the</strong> asset is accounted <strong>for</strong> by changing <strong>the</strong> 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 whe<strong>the</strong>r <strong>the</strong>re is any indication that its<br />

investments in subsidiaries and associates may be impaired. If any indication exists, <strong>the</strong> Parent<br />

Company estimates <strong>the</strong> asset’s recoverable amount. An asset’s recoverable amount is <strong>the</strong> higher<br />

of an asset’s or CGU’s fair value less cost to sell and its value in use. Where <strong>the</strong> carrying amount<br />

of an asset or CGU exceeds its recoverable amount, <strong>the</strong> 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, <strong>the</strong> Parent Company assesses whe<strong>the</strong>r <strong>the</strong>re 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 <strong>for</strong> an asset is required, <strong>the</strong> Parent Company makes a<br />

<strong>for</strong>mal estimate of recoverable amount. Recoverable amount is <strong>the</strong> higher of an asset’s (or<br />

CGU’s) fair value less costs to sell and its value in use and is determined <strong>for</strong> an individual asset,<br />

unless <strong>the</strong> asset does not generate cash inflows that are largely independent of those from o<strong>the</strong>r<br />

*SGVMC116501*


- 9 -<br />

assets or groups of assets, in which case <strong>the</strong> recoverable amount is assessed as part of <strong>the</strong> CGU to<br />

which it belongs. Where <strong>the</strong> carrying amount of an asset (or CGU) exceeds its recoverable<br />

amount, <strong>the</strong> asset (or CGU) is considered impaired and is written down to its recoverable amount.<br />

In assessing value in use, <strong>the</strong> estimated future cash flows are discounted to <strong>the</strong>ir present value<br />

using a pre-tax discount rate that reflects current market assessments of <strong>the</strong> time value of money<br />

and <strong>the</strong> risks specific to <strong>the</strong> 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 <strong>the</strong> <strong>year</strong> in which it arises, unless <strong>the</strong> asset is<br />

carried at a revalued amount, in which case <strong>the</strong> impairment loss is charged to <strong>the</strong> revaluation<br />

increment of <strong>the</strong> said asset.<br />

An assessment is made at each balance sheet date as to whe<strong>the</strong>r <strong>the</strong>re is any indication that<br />

previously recognized impairment losses may no longer exist or may have decreased. If such<br />

indication exists, <strong>the</strong> recoverable amount is estimated. A previously recognized impairment loss is<br />

reversed only if <strong>the</strong>re has been a change in <strong>the</strong> estimates used to determine <strong>the</strong> asset’s recoverable<br />

amount since <strong>the</strong> last impairment loss was recognized. If that is <strong>the</strong> case, <strong>the</strong> carrying amount of<br />

<strong>the</strong> asset is increased to its recoverable amount. That increased amount cannot exceed <strong>the</strong> carrying<br />

amount that would have been determined, net of depreciation and amortization, had no impairment<br />

loss been recognized <strong>for</strong> <strong>the</strong> asset in prior <strong>year</strong>s. Such reversal is recognized in <strong>the</strong> parent<br />

company statement of income unless <strong>the</strong> asset is carried at a revalued amount, in which case <strong>the</strong><br />

reversal is treated as a revaluation increase. After such a reversal, <strong>the</strong> depreciation and<br />

amortization expense is adjusted in future <strong>year</strong>s to allocate <strong>the</strong> 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 <strong>the</strong> Parent Company by its suppliers <strong>for</strong> <strong>the</strong> acquisition of<br />

goods and services as required by Philippine taxation laws and regulations. This will be claimed<br />

as tax credits. Input VAT is stated at its estimated net realizable values.<br />

Revenue Recognition<br />

Revenue is recognized to <strong>the</strong> extent that it is probable that <strong>the</strong> economic benefits will flow to <strong>the</strong><br />

Parent Company and <strong>the</strong> 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 be<strong>for</strong>e revenue is recognized:<br />

Delivery fees<br />

Revenue from delivery fees is recognized as <strong>the</strong> service is rendered net of amounts payable to<br />

principals (i.e., partner remittance companies) <strong>for</strong> fees billed on <strong>the</strong>ir behalf.<br />

Service revenue<br />

Service revenue is recognized when <strong>the</strong> service is rendered.<br />

Interest income<br />

Interest on financial instruments measured at amortized cost is recognized based on <strong>the</strong> EIR<br />

method.<br />

The EIR method is a method of calculating <strong>the</strong> amortized cost of a financial asset or a financial<br />

liability and allocating <strong>the</strong> interest income or interest expense over <strong>the</strong> relevant period. The EIR is<br />

<strong>the</strong> rate that exactly discounts estimated future cash payments or receipts throughout <strong>the</strong> expected<br />

*SGVMC116501*


- 10 -<br />

life of <strong>the</strong> financial instrument or, when appropriate, a shorter period to <strong>the</strong> net carrying amount of<br />

<strong>the</strong> financial asset or financial liability. When calculating <strong>the</strong> EIR, <strong>the</strong> Parent Company estimates<br />

cash flows from <strong>the</strong> financial instrument (<strong>for</strong> 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 <strong>the</strong> contract that are an integral part of <strong>the</strong> EIR, transaction costs and all o<strong>the</strong>r 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 <strong>the</strong>reafter using <strong>the</strong> rate of interest used to discount<br />

<strong>the</strong> future cash flows <strong>for</strong> <strong>the</strong> purpose of measuring <strong>the</strong> impairment loss.<br />

Dividends<br />

Dividend income is recognized when <strong>the</strong> 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 <strong>the</strong> course of <strong>the</strong><br />

ordinary business activities of <strong>the</strong> Parent Company. The following specific recognition criteria<br />

must also be met be<strong>for</strong>e costs and expenses are recognized:<br />

Cost of services<br />

This includes all expenses associated with <strong>the</strong> specific delivery fees. Such costs are recognized<br />

when <strong>the</strong> related delivery fees have been recognized.<br />

Operating expenses<br />

Operating expenses constitute costs incurred related to advertising and administering <strong>the</strong> business<br />

and are recognized when incurred.<br />

Taxes and licenses<br />

This includes all o<strong>the</strong>r taxes, local and national, including real estate taxes, licenses and permit<br />

fees included under ‘O<strong>the</strong>r operating expenses’ in <strong>the</strong> 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 <strong>the</strong> Parent Company is determined using <strong>the</strong> projected unit credit method.<br />

Under this method, <strong>the</strong> current service cost is <strong>the</strong> present value of retirement benefits payable in<br />

<strong>the</strong> future with respect to services rendered in <strong>the</strong> current period.<br />

The liability recognized in <strong>the</strong> parent company balance sheet in respect of defined benefit<br />

retirement plan is <strong>the</strong> present value of <strong>the</strong> defined benefit obligation at <strong>the</strong> balance sheet date less<br />

<strong>the</strong> fair value of plan assets, toge<strong>the</strong>r with adjustments <strong>for</strong> unrecognized actuarial gains or losses<br />

and past service costs. The defined benefit obligation is calculated annually by an independent<br />

actuary using <strong>the</strong> projected unit credit method. The present value of <strong>the</strong> defined benefit obligation<br />

is determined by discounting <strong>the</strong> estimated future cash outflows using interest rates on Philippine<br />

government bonds that have terms to maturity approximating <strong>the</strong> terms of <strong>the</strong> 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 <strong>the</strong> net cumulative unrecognized<br />

*SGVMC116501*


- 11 -<br />

actuarial gains and losses at <strong>the</strong> end of <strong>the</strong> previous period exceeded 10.00% of <strong>the</strong> higher of <strong>the</strong><br />

defined benefit obligation and <strong>the</strong> fair value of plan assets at that date. These gains or losses are<br />

recognized over <strong>the</strong> expected average remaining working lives of <strong>the</strong> employees participating in<br />

<strong>the</strong> plan.<br />

Past-service costs, if any, are recognized immediately in income, unless <strong>the</strong> changes to <strong>the</strong><br />

retirement plan are conditional on <strong>the</strong> employees remaining in service <strong>for</strong> a specified period of<br />

time (<strong>the</strong> vesting period). In this case, <strong>the</strong> past-service costs are amortized on a straight-line basis<br />

over <strong>the</strong> vesting period.<br />

The defined benefit asset or liability comprises <strong>the</strong> present value of <strong>the</strong> defined benefit obligation<br />

less past service costs not yet recognized and less <strong>the</strong> fair value of plan assets out of which <strong>the</strong><br />

obligations are to be settled directly. The value of any asset is restricted to <strong>the</strong> sum of any past<br />

service cost not yet recognized and <strong>the</strong> present value of any economic benefits available in <strong>the</strong><br />

<strong>for</strong>m of refunds from <strong>the</strong> plan or reductions in <strong>the</strong> future contributions to <strong>the</strong> plan.<br />

Leases<br />

The determination of whe<strong>the</strong>r an arrangement is, or contains a lease is based on <strong>the</strong> substance of<br />

<strong>the</strong> arrangement at <strong>the</strong> inception date of whe<strong>the</strong>r <strong>the</strong> fulfillment of <strong>the</strong> arrangement is dependent<br />

on <strong>the</strong> use of a specific asset or assets or <strong>the</strong> arrangement conveys a right to use <strong>the</strong> asset. A<br />

reassessment is made after inception of <strong>the</strong> lease only if one of <strong>the</strong> following applies:<br />

(a) <strong>the</strong>re is a change in contractual terms, o<strong>the</strong>r than a renewal or extension of <strong>the</strong> arrangement;<br />

(b) a renewal option is exercised or extension granted, unless <strong>the</strong> term of <strong>the</strong> renewal or extension<br />

was initially included in <strong>the</strong> lease term;<br />

(c) <strong>the</strong>re is a change in <strong>the</strong> determination of whe<strong>the</strong>r fulfillment is dependent on a specified asset;<br />

or<br />

(d) <strong>the</strong>re is a substantial change to <strong>the</strong> asset.<br />

When a reassessment is made, lease accounting shall commence or cease from <strong>the</strong> date when <strong>the</strong><br />

change in circumstances gave rise to <strong>the</strong> reassessment <strong>for</strong> scenarios (a), (c), or (d) and at <strong>the</strong> date<br />

of renewal or extension <strong>for</strong> scenario (b).<br />

Parent Company as a lessee<br />

Leases where <strong>the</strong> lessor retains substantially all <strong>the</strong> risks and benefits of ownership of <strong>the</strong> asset are<br />

classified as an operating lease. Operating lease payments are recognized as an expense in <strong>the</strong><br />

parent company statement of income on a straight-line basis over <strong>the</strong> lease term.<br />

Share-based Payment<br />

The Parent Company granted a stock purchase program to certain officers, employees and<br />

individuals (see Note <strong>17</strong>) that is subject to a lock-up or vesting period of two (2) <strong>year</strong>s and which<br />

<strong>ended</strong> on September 19, 2009. The Parent Company accounted <strong>for</strong> <strong>the</strong> share-based payment as an<br />

equity-settled transaction. The cost of equity-settled transactions is measured by reference to <strong>the</strong><br />

fair value of <strong>the</strong> equity instrument at <strong>the</strong> date at which <strong>the</strong>y are granted. The expense is<br />

recognized as part of ‘Salaries, wages and employee benefits’ in <strong>the</strong> statement of income over <strong>the</strong><br />

lock-up period of two (2) <strong>year</strong>s. The cumulative expense recognized <strong>for</strong> equity-settled<br />

transactions at each balance sheet date until <strong>the</strong> vesting date reflects <strong>the</strong> extent to which <strong>the</strong><br />

vesting period has expired and <strong>the</strong> Parent Company’s best estimate of <strong>the</strong> number of equity<br />

instruments that will ultimately vest. The expense in <strong>the</strong> statement of income <strong>for</strong> <strong>the</strong> period<br />

represents <strong>the</strong> movement in cumulative expense recognized at <strong>the</strong> beginning and end of <strong>the</strong> period.<br />

*SGVMC116501*


- 12 -<br />

Income Taxes<br />

Current tax<br />

Current tax assets and liabilities <strong>for</strong> <strong>the</strong> current and prior periods are measured at <strong>the</strong> amount<br />

expected to be recovered from or paid to <strong>the</strong> taxation authorities. The tax rates and tax laws used<br />

to compute <strong>the</strong> amount are those that are enacted or substantively enacted at <strong>the</strong> balance sheet<br />

date.<br />

Deferred tax<br />

Deferred tax is provided, using <strong>the</strong> balance sheet liability method, on all temporary differences at<br />

<strong>the</strong> balance sheet date between <strong>the</strong> tax bases of assets and liabilities and <strong>the</strong>ir carrying amounts <strong>for</strong><br />

financial reporting purposes.<br />

Deferred tax liabilities are recognized <strong>for</strong> all taxable temporary differences, including asset<br />

revaluations. Deferred tax assets are recognized <strong>for</strong> all deductible temporary differences,<br />

carry<strong>for</strong>ward of unused tax credits from excess minimum corporate income tax (MCIT) over <strong>the</strong><br />

regular corporate income tax (RCIT), if any, and unused net operating loss carryover (NOLCO), if<br />

any, to <strong>the</strong> extent that it is probable that taxable income will be available against which <strong>the</strong><br />

deductible temporary differences and carry<strong>for</strong>ward of unused tax credits from excess MCIT over<br />

RCIT and unused NOLCO can be utilized.<br />

Deferred tax liabilities are not provided on non-taxable temporary differences associated with<br />

investments in associates where <strong>the</strong> timing of <strong>the</strong> reversal of <strong>the</strong> temporary differences can be<br />

controlled and it is probable that <strong>the</strong> temporary differences will not reverse in <strong>the</strong> <strong>for</strong>eseeable<br />

future.<br />

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to<br />

<strong>the</strong> extent that it is no longer probable that sufficient taxable income will be available to allow all<br />

or part of <strong>the</strong> deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at<br />

each balance sheet date and are recognized to <strong>the</strong> extent that it has become probable that future<br />

taxable income will allow <strong>the</strong> deferred tax assets to be recovered.<br />

Deferred tax assets and deferred tax liabilities are measured at <strong>the</strong> tax rates that are applicable to<br />

<strong>the</strong> period when <strong>the</strong> asset is realized or <strong>the</strong> liability is settled, based on tax rates (and tax laws) that<br />

have been enacted or substantially enacted at <strong>the</strong> balance sheet date.<br />

Deferred tax assets and deferred tax liabilities are offset if a legally en<strong>for</strong>ceable right exists to set<br />

off current tax assets against current tax liabilities and <strong>the</strong> deferred taxes relate to <strong>the</strong> same taxable<br />

entity and <strong>the</strong> same taxation authority.<br />

Current tax and deferred tax relating to items recognized directly in equity are also recognized in<br />

equity and not in <strong>the</strong> 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 <strong>for</strong> all shares issued and outstanding. When <strong>the</strong> shares are<br />

sold at a premium, <strong>the</strong> difference between <strong>the</strong> proceeds and <strong>the</strong> par value is credited to ‘Capital<br />

paid-in excess of par value’ account. Direct costs incurred related to 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 <strong>the</strong> ‘Capital paid-in excess of par value’ is not sufficient, <strong>the</strong> excess is<br />

charged to profit or loss.<br />

*SGVMC116501*


- 13 -<br />

A change in <strong>the</strong> ownership interest of a subsidiary, without a loss of control, is accounted <strong>for</strong> as an<br />

equity transaction. The excess of acquisition cost over <strong>the</strong> carrying value of <strong>the</strong> noncontrolling<br />

interest (<strong>for</strong>merly known as minority interest) is charged against <strong>the</strong> ‘Capital paid-in excess of par<br />

value’.<br />

When <strong>the</strong> Parent Company issues more than one class of stock, a separate account is maintained<br />

<strong>for</strong> each class of stock and <strong>the</strong> number of shares issued.<br />

‘Retained earnings’ represents accumulated earnings (losses) of <strong>the</strong> 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 <strong>the</strong> parent company<br />

statement of income on <strong>the</strong> purchase, sale, issue or cancellation of <strong>the</strong> Parent Company’s own<br />

equity instruments. Any difference between <strong>the</strong> carrying amount and <strong>the</strong> 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 <strong>the</strong> Board of Directors (BOD) of <strong>the</strong> Parent Company. Stock dividends<br />

are deducted from equity when declared and approved by <strong>the</strong> BOD and stockholders of <strong>the</strong> Parent<br />

Company.<br />

Related party relationships and transactions<br />

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

o<strong>the</strong>r party or exercise significant influence over <strong>the</strong> o<strong>the</strong>r party in making financial and operating<br />

decisions. Parties are also considered to be related if <strong>the</strong>y 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 <strong>the</strong> 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 <strong>the</strong> obligation and a reliable estimate can be made of<br />

<strong>the</strong> amount of <strong>the</strong> obligation. Where <strong>the</strong> Parent Company expects a provision to be reimbursed,<br />

<strong>the</strong> reimbursement is recognized as a separate asset but only when <strong>the</strong> reimbursement is virtually<br />

certain. The expense relating to any provision is presented in <strong>the</strong> parent company statement of<br />

income, net of any reimbursement.<br />

Contingencies<br />

Contingent liabilities are not recognized in <strong>the</strong> parent company financial statements. These are<br />

disclosed unless <strong>the</strong> possibility of an outflow of resources embodying economic benefits is<br />

remote. A contingent asset is not recognized in <strong>the</strong> parent company financial statements but<br />

disclosed when an inflow of economic benefits is probable.<br />

Events After <strong>the</strong> <strong>Report</strong>ing Period<br />

Post <strong>year</strong>-end events that provide additional in<strong>for</strong>mation about <strong>the</strong> Parent Company’s financial<br />

position at <strong>the</strong> balance sheet date (adjusting events) are reflected in <strong>the</strong> parent company financial<br />

statements. Post <strong>year</strong>-end events that are not adjusting events are disclosed in <strong>the</strong> notes to <strong>the</strong><br />

parent company financial statements when material.<br />

*SGVMC116501*


- 14 -<br />

Standards Issued but not yet Effective<br />

The Parent Company will adopt <strong>the</strong> following standards and interpretations enumerated below<br />

when <strong>the</strong>se become effective. Except as o<strong>the</strong>rwise indicated, <strong>the</strong> Parent Company does not expect<br />

<strong>the</strong> adoption of <strong>the</strong>se new and am<strong>ended</strong> PFRS and Philippine Interpretations to have significant<br />

impact on its financial position and per<strong>for</strong>mance.<br />

Effective in 2012<br />

PFRS 7 Amendments, Financial Instruments: Disclosures - Disclosures - Transfers of Financial<br />

Assets<br />

The amendments to PFRS 7 are effective <strong>for</strong> annual periods beginning on or after July 1, <strong>2011</strong>.<br />

The amendments will allow users of financial statements to improve <strong>the</strong>ir understanding of<br />

transfer transactions of financial assets (<strong>for</strong> example, securitizations), including understanding <strong>the</strong><br />

possible effects of any risks that may remain with <strong>the</strong> entity that transferred <strong>the</strong> assets. The<br />

amendments also require additional disclosures if a disproportionate amount of transfer<br />

transactions are undertaken around <strong>the</strong> 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 <strong>for</strong> annual periods beginning on or after January 1, 2012.<br />

It provides a practical solution to <strong>the</strong> problem of assessing whe<strong>the</strong>r recovery of an asset will be<br />

through use or sale. It introduces a presumption that recovery of <strong>the</strong> carrying amount of an asset<br />

will normally be through sale.<br />

Effective in 2013<br />

PAS 1, Financial Statement Presentation - Presentation of Items of O<strong>the</strong>r Comprehensive Income<br />

(OCI)<br />

The amendment effective <strong>for</strong> annual periods beginning or after July 1, 2012, changes <strong>the</strong> 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 <strong>for</strong> annual periods beginning on or after January 1, 2013. It<br />

establishes that as a consequence of <strong>the</strong> new PFRS 10, Consolidated Financial Statement and<br />

PFRS 12, Disclosure of Interests in O<strong>the</strong>r Entities, what remains of PAS 27 is limited to<br />

accounting <strong>for</strong> 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 <strong>for</strong> annual periods beginning on or after January 1, 2013, requires an<br />

entity to disclose in<strong>for</strong>mation about rights of set-off and related arrangements (such as collateral<br />

agreements). The new disclosures are required <strong>for</strong> 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 en<strong>for</strong>ceable master netting arrangement or ‘similar agreement’, irrespective<br />

of whe<strong>the</strong>r <strong>the</strong>y are set-off in accordance with PAS 32.<br />

PFRS 10, Consolidated Financial Statements<br />

The standard, effective <strong>for</strong> annual periods beginning on or after January 1, 2013, establishes<br />

principles <strong>for</strong> <strong>the</strong> presentation and preparation of consolidated financial statements when an entity<br />

controls one or more o<strong>the</strong>r entities. The Parent Company will assess <strong>the</strong> impact of <strong>the</strong> amendment<br />

on its financial position and per<strong>for</strong>mance when <strong>the</strong>y become effective.<br />

*SGVMC116501*


- 15 -<br />

PFRS 11, Joint Arrangements<br />

PFRS 11 provides <strong>for</strong> a more realistic reflection of joint arrangements by focusing on <strong>the</strong> rights<br />

and obligations of <strong>the</strong> arrangement, ra<strong>the</strong>r than its legal <strong>for</strong>m. The standard addresses<br />

inconsistencies in <strong>the</strong> reporting of joint arrangements by requiring a single method to account <strong>for</strong><br />

interests in jointly controlled entities. The standard is effective <strong>for</strong> annual periods beginning on or<br />

after January 1, 2013.<br />

PFRS 12, Disclosure of Interests in O<strong>the</strong>r Entities<br />

PFRS 12 is a new and comprehensive standard on disclosure requirements <strong>for</strong> all <strong>for</strong>ms of<br />

interests in o<strong>the</strong>r entities, including subsidiaries, joint arrangements, associates and unconsolidated<br />

structured entities. The standard is effective <strong>for</strong> annual periods beginning on or after January 1,<br />

2013. The Parent Company will assess <strong>the</strong> impact of <strong>the</strong> amendment on its financial position and<br />

per<strong>for</strong>mance when <strong>the</strong>y become effective.<br />

PFRS 13, Fair Value Measurement<br />

This standard represents <strong>the</strong> completion of <strong>the</strong> joint project to establish a single source <strong>for</strong> <strong>the</strong><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 ra<strong>the</strong>r, describes how to measure fair value under PFRS,<br />

when fair value is required or permitted to be used. This standard is effective <strong>for</strong> annual periods<br />

beginning on or after January 1, 2013. The Parent Company will assess <strong>the</strong> impact of <strong>the</strong><br />

amendment on its financial position and per<strong>for</strong>mance when <strong>the</strong>y become effective.<br />

PAS 19 Amendments, Employee Benefits - Defined Benefit Plans<br />

The amendments focus on <strong>the</strong> following key areas: <strong>the</strong> elimination of <strong>the</strong> option to defer <strong>the</strong><br />

recognition of gains and losses resulting from defined benefit plans (<strong>the</strong> corridor approach); <strong>the</strong><br />

elimination of options <strong>for</strong> <strong>the</strong> presentation of gains and losses relating to those plans; and <strong>the</strong><br />

improvement of disclosure requirements that will better show <strong>the</strong> characteristics of defined benefit<br />

plans and <strong>the</strong> risks arising from those plans. The amendments to <strong>the</strong> recognition, presentation and<br />

disclosure requirements will ensure that <strong>the</strong> financial statements provide investors and o<strong>the</strong>r users<br />

with a clear picture of an entity’s commitments resulting from defined benefit plans. The<br />

amendments to PAS 19 are effective <strong>for</strong> annual periods beginning on or after January 1, 2013.<br />

The Parent Company will assess <strong>the</strong> impact of <strong>the</strong> amendment when this becomes effective.<br />

Effective 2014<br />

PAS 32 Amendment, Financial Instruments: Presentation - Offsetting Financial Assets and<br />

Financial Liabilities<br />

The amendment to PAS 32 is effective <strong>for</strong> annual periods beginning on or after January 1, 2014.<br />

This clarifies <strong>the</strong> meaning of “currently has a legally en<strong>for</strong>ceable right to set-off” and <strong>the</strong><br />

application of <strong>the</strong> 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 2015<br />

PFRS 9, Financial Instruments: Classification and Measurement<br />

The standard is effective <strong>for</strong> annual periods beginning on or after January 1, 2015. It reflects <strong>the</strong><br />

first phase on <strong>the</strong> 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 <strong>the</strong> impact of <strong>the</strong> amendment on its financial position<br />

and per<strong>for</strong>mance when <strong>the</strong>y become effective.<br />

Philippine Interpretation IFRIC 15, Agreement <strong>for</strong> Construction of Real Estate<br />

This Interpretation, effective <strong>for</strong> annual periods beginning on or after January 1, 2015, covers<br />

accounting <strong>for</strong> revenue and associated expenses by entities that undertake <strong>the</strong> 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 <strong>for</strong> 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 <strong>the</strong> construction materials and where <strong>the</strong> risks and reward of<br />

ownership are transferred to <strong>the</strong> buyer on a continuous basis will also be accounted <strong>for</strong> based on<br />

stage of completion.<br />

3. Significant Accounting Judgments and Estimates<br />

The preparation of <strong>the</strong> parent company financial statements in compliance with PFRS requires <strong>the</strong><br />

Parent Company to make judgments and estimates that affect <strong>the</strong> 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 <strong>the</strong> assumptions used in arriving at <strong>the</strong> estimates to<br />

change. The effects of any change in estimates are reflected in <strong>the</strong> parent company financial<br />

statements as <strong>the</strong>y become reasonably determinable.<br />

Judgments and estimates are continually evaluated and are based on historical experience and<br />

o<strong>the</strong>r factors, including expectations of future events that are believed to be reasonable under <strong>the</strong><br />

circumstances.<br />

Judgments<br />

a. Functional Currency<br />

PAS 21 requires management to use its judgment to determine <strong>the</strong> entity’s functional currency<br />

such that it most faithfully represents <strong>the</strong> economic effects of <strong>the</strong> underlying transactions,<br />

events and conditions that are relevant to <strong>the</strong> entity. In making this judgment, <strong>the</strong> Parent<br />

Company considers <strong>the</strong> following:<br />

• <strong>the</strong> currency that mainly influences sales prices <strong>for</strong> financial instruments and services (this<br />

will often be <strong>the</strong> currency in which sales prices <strong>for</strong> its financial instruments and services<br />

are denominated and settled);<br />

• <strong>the</strong> currency in which funds from financing activities are generated; and<br />

• <strong>the</strong> currency in which receipts from operating activities are usually retained.<br />

The Parent Company determined its functional currency to be Philippine peso, being <strong>the</strong><br />

currency that mainly influences <strong>the</strong> 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 <strong>for</strong> its office<br />

premises. The Parent Company has determined that it has not acquired <strong>the</strong> significant risks<br />

and rewards of ownership of <strong>the</strong> leased properties and so account <strong>for</strong> <strong>the</strong> 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 <strong>the</strong><br />

Parent Company are disclosed in Note 4.<br />

*SGVMC116501*


- <strong>17</strong> -<br />

d. Contingencies<br />

The Parent Company is currently involved in various proceedings. The estimate of <strong>the</strong><br />

probable costs <strong>for</strong> <strong>the</strong> resolution of <strong>the</strong>se claims has been developed in consultation with<br />

outside counsel handling <strong>the</strong> defense in <strong>the</strong>se matters and is based upon an analysis of<br />

potential results. The Parent Company currently does not believe <strong>the</strong>se proceedings will have<br />

a material effect on <strong>the</strong> Parent Company’s financial position. It is possible, however, that<br />

future results of operations could be materially affected by changes in <strong>the</strong> estimates or in <strong>the</strong><br />

effectiveness of <strong>the</strong> strategies relating to <strong>the</strong>se proceedings (see Note 24).<br />

e. Determination of whe<strong>the</strong>r <strong>the</strong> Parent Company is acting as a principal or an agent<br />

The Parent Company assesses its revenue arrangements against <strong>the</strong> following criteria to<br />

determine whe<strong>the</strong>r it is acting as a principal or an agent:<br />

• whe<strong>the</strong>r <strong>the</strong> Parent Company has primary responsibility <strong>for</strong> providing <strong>the</strong> goods and<br />

services;<br />

• whe<strong>the</strong>r <strong>the</strong> Parent Company has inventory risk;<br />

• whe<strong>the</strong>r <strong>the</strong> Parent Company has discretion in establishing prices; and<br />

• whe<strong>the</strong>r <strong>the</strong> Parent Company bears <strong>the</strong> credit risk.<br />

If <strong>the</strong> Parent Company has determined it is acting as a principal, revenue is recognized on a<br />

gross basis with <strong>the</strong> amount remitted to <strong>the</strong> o<strong>the</strong>r party being accounted <strong>for</strong> as part of costs and<br />

expenses.<br />

If <strong>the</strong> Parent Company has determined it is acting as an agent, only <strong>the</strong> 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 o<strong>the</strong>r arrangements.<br />

Estimates<br />

a. Credit losses on receivables<br />

The Parent Company reviews its receivables at each balance sheet date to assess whe<strong>the</strong>r an<br />

allowance <strong>for</strong> credit losses should be recorded in <strong>the</strong> parent company balance sheet. In<br />

particular, judgment by management is required in <strong>the</strong> estimation of <strong>the</strong> amount and timing of<br />

future cash flows when determining <strong>the</strong> level of allowance required. Such estimates are based<br />

on assumptions about a number of factors such as length of <strong>the</strong> 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 <strong>the</strong> allowance.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, accounts receivable and o<strong>the</strong>r receivables are carried in <strong>the</strong> parent<br />

company balance sheet at P=1.00 billion and P=0.14 billion, respectively. As of<br />

<strong>December</strong> <strong>31</strong>, 2010, accounts receivable and o<strong>the</strong>r receivables are carried in <strong>the</strong> balance sheet<br />

at P=1.12 billion and P=0.14 billion, respectively. The Parent Company has assessed that <strong>the</strong>re<br />

is no need to recognize impairment losses on its receivables as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and<br />

2010.<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 <strong>the</strong> carrying amount of <strong>the</strong><br />

assets may not be recoverable. Among o<strong>the</strong>rs, <strong>the</strong> factors that <strong>the</strong> Parent Company<br />

considers important, which could trigger an impairment review on its investments in<br />

subsidiaries and associates, include <strong>the</strong> following:<br />

• deteriorating or poor financial condition;<br />

• recurring net losses; and<br />

• significant changes with an adverse effect on <strong>the</strong> subsidiary/associate have taken place<br />

during <strong>the</strong> period, or will take place in <strong>the</strong> near future, in <strong>the</strong> technological, market,<br />

economic, or legal environment in which <strong>the</strong> 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 <strong>the</strong> carrying amount of <strong>the</strong><br />

asset may not be recoverable. The factors that <strong>the</strong> Parent Company considers important,<br />

which could trigger an impairment review, include <strong>the</strong> following:<br />

• significant underper<strong>for</strong>mance relative to expected historical or projected future<br />

operating results;<br />

• significant changes in <strong>the</strong> manner of use of <strong>the</strong> acquired assets or <strong>the</strong> strategy <strong>for</strong><br />

overall business; and<br />

• significant negative industry or economic trends.<br />

The Parent Company recognizes an impairment loss whenever <strong>the</strong> carrying amount of <strong>the</strong><br />

asset exceeds its recoverable amount. The recoverable amount is determined based on <strong>the</strong><br />

asset’s value in use computation, which considers <strong>the</strong> present value of estimated future cash<br />

flows expected to be generated from <strong>the</strong> continued use of <strong>the</strong> asset.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, no impairment losses were recognized on <strong>the</strong> Parent<br />

Company’s nonfinancial assets. The carrying values of <strong>the</strong> Parent Company’s nonfinancial<br />

assets as of <strong>December</strong> <strong>31</strong> follow:<br />

<strong>2011</strong> 2010<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 <strong>the</strong> estimated useful lives of property and equipment and<br />

software costs annually based on <strong>the</strong> expected asset utilization after considering <strong>the</strong> expected<br />

future technological developments and market behavior. Significant changes in <strong>the</strong>se estimates<br />

resulting from changes in <strong>the</strong> factors a<strong>for</strong>ementioned could possibly affect <strong>the</strong> future results of<br />

operations. Any decrease in <strong>the</strong> estimated useful life of <strong>the</strong> property and equipment and<br />

software costs would decrease <strong>the</strong>ir respective balances and increase <strong>the</strong> recorded depreciation<br />

and amortization.<br />

*SGVMC116501*


- 19 -<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> <strong>the</strong> carrying values of Property and equipment and Software costs<br />

follow:<br />

<strong>2011</strong> 2010<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>2011</strong>, 2010 and 2009, <strong>the</strong> Parent Company recognized depreciation and amortization in <strong>the</strong><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 <strong>the</strong> carrying amounts of deferred tax assets at each balance sheet<br />

date and reduces it to <strong>the</strong> extent that it is no longer probable that sufficient taxable income will<br />

be available to allow all or part of <strong>the</strong> deferred tax assets to be utilized. Significant judgment<br />

is required to determine <strong>the</strong> amount of deferred tax assets that can be recognized, based upon<br />

<strong>the</strong> likely timing and level of future taxable income toge<strong>the</strong>r with future tax planning<br />

strategies.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> 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 <strong>the</strong>se<br />

temporary differences will be realized in <strong>the</strong> future (see Note 23).<br />

e. Present value of net retirement obligation<br />

The cost of defined benefit retirement plan and o<strong>the</strong>r post-employment benefits 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 <strong>the</strong> long-term nature of <strong>the</strong>se benefits, such estimates<br />

are subject to significant uncertainty.<br />

The assumed discount rates were determined using <strong>the</strong> market yields on Philippine<br />

government bonds with terms consistent with <strong>the</strong> expected employee benefit payout as of <strong>the</strong><br />

consolidated balance sheet date. Refer to Note 16 <strong>for</strong> <strong>the</strong> details of assumptions used in <strong>the</strong><br />

calculation. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> Parent Company recognized retirement<br />

asset of P=0.37 million and retirement liability of P=0.78 million, respectively. In <strong>2011</strong>, 2010<br />

and 2009, <strong>the</strong> 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 <strong>the</strong> cost of its equity-settled share based program at grant<br />

date using <strong>the</strong> price earnings multiple model taking into account <strong>the</strong> terms and conditions<br />

upon which <strong>the</strong> shares were granted. At <strong>year</strong>end, <strong>the</strong> Parent Company estimates <strong>the</strong> 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 2009 (see Note <strong>17</strong>). The<br />

vesting period of <strong>the</strong> stock purchase program <strong>ended</strong> on September 19, 2009.<br />

*SGVMC116501*


4. Fair Value Measurement<br />

- 20 -<br />

The following tables summarize <strong>the</strong> carrying amounts and fair values of <strong>the</strong> Parent Company’s<br />

financial assets and financial liabilities:<br />

<strong>2011</strong> 2010<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 />

642,750,978 642,750,978 685,920,368 685,920,368<br />

Agents 993,280,050 993,280,050 1,081,402,745 1,081,402,745<br />

Couriers<br />

O<strong>the</strong>r receivables<br />

3,523,052 3,523,052 34,283,201 34,283,201<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 />

O<strong>the</strong>rs 3,457,329 3,457,329 1,166,686 1,166,686<br />

Refundable deposits 4,568,661 4,492,159 4,099,9<strong>31</strong> 3,860,098<br />

Total P=1,812,139,094 P=1,812,062,592 P=1,989,359,041 P=1,989,119,208<br />

O<strong>the</strong>r Financial Liabilities<br />

Beneficiaries and o<strong>the</strong>r payables:<br />

Beneficiaries P=155,140,304 P=155,140,304 P=144,960,550 P=144,960,550<br />

Advances from related parties 79,753,1<strong>17</strong> 79,753,1<strong>17</strong> 74,161,090 74,161,090<br />

Agents, couriers and trading clients 44,404,974 44,404,974 27,101,8<strong>17</strong> 27,101,8<strong>17</strong><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 />

O<strong>the</strong>rs 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 <strong>the</strong> fair value of <strong>the</strong> financial<br />

instruments:<br />

Cash and cash equivalents, Accounts receivable, O<strong>the</strong>r receivables, Beneficiaries and o<strong>the</strong>r<br />

payables and Interest-bearing loans - carrying amounts approximate fair values due to <strong>the</strong><br />

relatively short-term maturities of <strong>the</strong>se instruments.<br />

Refundable deposits - fair values are based on <strong>the</strong> present value of future cash flows discounted<br />

using prevailing interest rates ranging from 1.56% to 2.14% and 2.<strong>31</strong>% to 3.12% as at<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively.<br />

As of <strong>December</strong> <strong>31</strong> <strong>2011</strong> and 2010, <strong>the</strong> 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 <strong>the</strong>se financial instruments is to raise funds <strong>for</strong> <strong>the</strong> Parent Company’s<br />

fulfillment or delivery of remittance transactions to beneficiaries. The Parent Company also has<br />

various o<strong>the</strong>r 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 <strong>the</strong> Parent Company’s financial instruments are credit risk, <strong>for</strong>eign<br />

currency risk, cash flow interest rate risk, and liquidity risk. The BOD reviews and approves<br />

policies <strong>for</strong> managing each of <strong>the</strong>se risks and <strong>the</strong>se are summarized below:<br />

Credit Risk<br />

Credit risk is <strong>the</strong> risk of loss resulting from <strong>the</strong> failure of a borrower or counterparty to per<strong>for</strong>m its<br />

obligations during <strong>the</strong> life of <strong>the</strong> 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 <strong>the</strong> Parent Company to potential risk from difficulties in<br />

recovering transaction money from <strong>for</strong>eign partners. Receivables from <strong>for</strong>eign offices and agents<br />

arise as a result of its remittance operations in various regions of <strong>the</strong> globe. In order to address<br />

this, <strong>the</strong> Parent Company has maintained <strong>the</strong> following credit policies: (a) implement a contract<br />

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

will be credited to <strong>the</strong> Parent Company prior to <strong>the</strong>ir delivery to <strong>the</strong> beneficiaries, which applies<br />

generally to all new agents and in certain cases to old agents; (b) all <strong>for</strong>eign offices and agents<br />

must settle <strong>the</strong>ir accounts within <strong>the</strong> agreed credit terms, o<strong>the</strong>rwise, <strong>the</strong> fulfillment or delivery of<br />

<strong>the</strong>ir 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 <strong>the</strong> o<strong>the</strong>r pertinent aspects of<br />

<strong>the</strong>ir partners’ businesses which assures <strong>the</strong> Parent Company of <strong>the</strong> financial soundness of <strong>the</strong>ir<br />

partner firms; and (d) receivable balances are monitored daily by <strong>the</strong> regional managers with <strong>the</strong><br />

result that <strong>the</strong> 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 o<strong>the</strong>r receivables,<br />

which include advances to related parties, are also highly collectible and are due in less than one<br />

<strong>year</strong>.<br />

The table below shows <strong>the</strong> maximum credit exposure of <strong>the</strong> Parent Company per account<br />

classification as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010 (see Notes 6, 7, 8 and 12):<br />

<strong>2011</strong> 2010<br />

Loans and receivables:<br />

Cash and cash equivalents* P=642,750,978 P=685,920,368<br />

Accounts receivable<br />

O<strong>the</strong>r 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 />

O<strong>the</strong>rs<br />

O<strong>the</strong>r noncurrent assets<br />

3,457,329 1,166,686<br />

Refundable deposits 4,568,661 4,099,9<strong>31</strong><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 <strong>the</strong> maximum credit exposure of <strong>the</strong> Parent Company per geographical<br />

classification as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010:<br />

<strong>2011</strong> 2010<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 nei<strong>the</strong>r 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 <strong>the</strong> borrower has a low probability of default and could withstand <strong>the</strong> normal<br />

business cycle.<br />

As at <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, <strong>the</strong> Parent Company has past due but not impaired receivables from<br />

agents amounting to P=8.77 million. These receivables have been outstanding <strong>for</strong> more than six<br />

months but less than one <strong>year</strong>. No impairment was recognized relative to <strong>the</strong>se receivables. There<br />

are no past due but not impaired receivables as of <strong>December</strong> <strong>31</strong>, 2010.<br />

Foreign Currency Risk<br />

Foreign currency risk is <strong>the</strong> risk to earnings or capital arising from changes in <strong>for</strong>eign exchange<br />

rates. It is <strong>the</strong> Parent Company’s policy that all daily <strong>for</strong>eign currencies, which arise as a result of<br />

its remittance transactions, must be traded daily with bank partners only at prevailing <strong>for</strong>eign<br />

exchange rates in <strong>the</strong> market. The daily closing <strong>for</strong>eign exchange rates shall be <strong>the</strong> guiding rate in<br />

providing wholesale rates and retail rates to <strong>for</strong>eign offices and agents, respectively. The trading<br />

proceeds will be used to pay out bank loans and o<strong>the</strong>r obligations of <strong>the</strong> Parent Company.<br />

The tables below summarize <strong>the</strong> Parent Company’s exposure to <strong>for</strong>eign exchange risk. Included<br />

in <strong>the</strong> tables are <strong>the</strong> Parent Company’s <strong>for</strong>eign currency-denominated monetary assets and<br />

liabilities and <strong>the</strong>ir PHP equivalent.<br />

Cash and Cash<br />

Equivalents Receivables Total<br />

<strong>2011</strong> 2010<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,<strong>31</strong>2,925 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 55,804,483 184,346 783,071 967,4<strong>17</strong> 43,141,040<br />

GBP 14,873 796,606 811,479 54,974,473 14,752 – 14,752 1,002,493<br />

NTD − 20,248,641 20,248,641 29,205,344 – 23,7<strong>31</strong>,378 23,7<strong>31</strong>,378 35,581,120<br />

NZD 4,809 309,338 <strong>31</strong>4,147 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,<strong>31</strong>1 275 – 275 3,<strong>31</strong>2<br />

Net exposure P=536,103,602 P=425,829,270<br />

*SGVMC116501*


- 23 -<br />

The following tables set <strong>for</strong>th <strong>for</strong> <strong>the</strong> <strong>year</strong> indicated <strong>the</strong> impact of reasonably possible changes in<br />

<strong>the</strong> rates of o<strong>the</strong>r currencies on pretax income.<br />

Currency<br />

Change in nominal<br />

<strong>for</strong>eign currency<br />

exchange rate<br />

Effect on<br />

pretax<br />

income<br />

<strong>2011</strong><br />

Change in nominal<br />

<strong>for</strong>eign 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 9,585,8<strong>17</strong> -0.25 (324,205)<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 (399,9<strong>17</strong>)<br />

QAR +0.24 66 -0.53 (147)<br />

Change in nominal<br />

2010<br />

Change in nominal<br />

<strong>for</strong>eign currency<br />

Effect on <strong>for</strong>eign 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 (2,512,7<strong>17</strong>)<br />

AUD +0.13 125,764 -7.05 (6,820,290)<br />

GBP +8.01 118,164 -3.57 (52,665)<br />

NTD +0.01 237,<strong>31</strong>4 -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 o<strong>the</strong>r impact on <strong>the</strong> Parent Company’s equity o<strong>the</strong>r than those already affecting <strong>the</strong><br />

profit or loss.<br />

Cash Flow Interest Rate Risk<br />

Interest rate risk arises from <strong>the</strong> possibility that changes in interest rates will affect future cash<br />

flows of financial instruments.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> 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 <strong>the</strong> 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 <strong>the</strong> use of short-term debts. In addition, <strong>the</strong> Parent Company maintains credit<br />

facilities with local banks. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> 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 <strong>for</strong> liquidity purposes is shown below. The analysis is<br />

based on <strong>the</strong> remaining period from <strong>the</strong> end of <strong>the</strong> reporting period to <strong>the</strong> contractual maturity<br />

date, or if earlier, <strong>the</strong> expected date <strong>the</strong> assets will be realized.<br />

Financial liabilities<br />

The maturity grouping is based on <strong>the</strong> remaining period from <strong>the</strong> end of <strong>the</strong> reporting period to <strong>the</strong><br />

contractual maturity date. When counterparty has a choice of when <strong>the</strong> amount is paid, <strong>the</strong><br />

liability is allocated to <strong>the</strong> earliest period in which <strong>the</strong> Parent Company can be required to pay.<br />

The tables below summarize <strong>the</strong> maturity profile of <strong>the</strong> Parent Company’s financial instruments<br />

based on undiscounted contractual payments.<br />

<strong>2011</strong><br />

Over 60 days<br />

but less than<br />

Less than 5 days 5 to 30 days 30 to 60 days one <strong>year</strong> 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 o<strong>the</strong>r<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 />

– – 79,753,1<strong>17</strong><br />

− 79,753,1<strong>17</strong><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 />

O<strong>the</strong>rs – – 476,730 − 476,730<br />

Interest-bearing loans 95,050,139 571,866,010 − − 666,916,149<br />

P=294,595,4<strong>17</strong> P=571,866,010 P=88,641,193 P= − =955,102,620 P<br />

2010<br />

Less than 5 days 5 to 30 days 30 to 60 days<br />

Over 60 days<br />

but less than<br />

one <strong>year</strong> 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 />

685,920,368 – – – 685,920,368<br />

Agents 1,081,402,745 – – − 1,081,402,745<br />

Couriers – – 34,283,201 – 34,283,201<br />

P=1,809,068,664 P=– P=34,283,201 P=− P=1,843,351,865<br />

Financial liabilities<br />

Beneficiaries and o<strong>the</strong>r<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 27,101,8<strong>17</strong> – –<br />

− 27,101,8<strong>17</strong><br />

Accrued expenses – – 6,250,462 − 6,250,462<br />

Payable to suppliers – – 2,958,634 − 2,958,634<br />

O<strong>the</strong>rs – – 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,<strong>17</strong>3,536 P=− P=1,134,586,486<br />

*SGVMC116501*


6. Cash and Cash Equivalents<br />

This account consists of:<br />

- 25 -<br />

<strong>2011</strong> 2010<br />

Cash on hand P=24,772,521 P=41,745,551<br />

Cash in banks (Note 22) 642,750,978 685,920,368<br />

P=667,523,499 P=727,665,919<br />

Cash in banks earn interest at <strong>the</strong> respective bank deposit rates.<br />

In <strong>2011</strong>, 2010 and 2009, 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 <strong>for</strong>eign currency, with<br />

corresponding Philippine peso (PHP) equivalent, are as follows:<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> <strong>December</strong> <strong>31</strong>, 2010<br />

Amount PHP equivalent Amount PHP equivalent<br />

USD 1,263,619 P=55,397,057 1,026,855 P=45,0<strong>17</strong>,323<br />

EUR 600,992 34,093,651 321,739 18,652,502<br />

SGD 440,811 14,890,0<strong>31</strong> 89,587 3,037,9<strong>17</strong><br />

AUD 45,588 2,016,565 184,346 8,220,734<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,<strong>31</strong>2 275 3,<strong>31</strong>2<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>2011</strong>, 2010 and 2009 ranging as follows <strong>for</strong>:<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>2011</strong> 2010<br />

Agents P=993,280,050 P=1,081,402,745<br />

Couriers 3,523,052 34,283,201<br />

P=996,803,102 P=1,115,685,946<br />

Receivables from agents pertain to advances made to fund <strong>the</strong> 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 <strong>the</strong> courier companies to ease up <strong>the</strong> doorto-door<br />

delivery of <strong>the</strong> remittances to <strong>the</strong> beneficiaries. These are settled within 30 to 60 days<br />

from transaction date.<br />

*SGVMC116501*


8. O<strong>the</strong>r Receivables<br />

This account consists of:<br />

- 26 -<br />

<strong>2011</strong> 2010<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 />

O<strong>the</strong>rs 3,457,329 1,166,686<br />

P=143,243,832 P=141,907,245<br />

Receivable from <strong>the</strong> noncontrolling shareholders pertain to <strong>the</strong> Parent Company’s advances to <strong>the</strong><br />

noncontrolling shareholders of IRCGmbH and WEPL. In <strong>2011</strong>, <strong>the</strong> 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 <strong>the</strong> acquisition costs (see Note 10). The remaining P=2.67 million was settled in<br />

July <strong>2011</strong>.<br />

‘O<strong>the</strong>rs’ includes advances to contractors and trading clients <strong>for</strong> <strong>for</strong>eign exchange transactions.<br />

These outstanding receivables are due within one <strong>year</strong>.<br />

9. O<strong>the</strong>r Current Assets<br />

This account consists of:<br />

<strong>2011</strong> 2010<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 8,054,220<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 <strong>the</strong> excess payments made by <strong>the</strong> Parent Company in 2007 <strong>for</strong><br />

<strong>the</strong> Initial Public Offering (IPO) percentage tax. As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>, <strong>the</strong> case is pending<br />

resolution with <strong>the</strong> Court of Tax Appeals. The Parent Company believes that it will be able to<br />

obtain <strong>the</strong> refund from <strong>the</strong> BIR.<br />

Prepaid expenses include prepayments <strong>for</strong> 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 <strong>the</strong> following:<br />

<strong>2011</strong> 2010<br />

Subsidiaries:<br />

IRCGmbH P=103,215,083 P=78,200,341<br />

IGRL 78,653,145 71,200,000<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 5,413,120 –<br />

INZL<br />

Associates:<br />

32,400 32,400<br />

ISPL 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, 2005 as a stock<br />

corporation to be organized and registered in Austria. Accordingly, <strong>the</strong> Parent Company made an<br />

investment of P=3.55 million on July 18, 2005.<br />

On <strong>December</strong> 21, 2009, <strong>the</strong> shareholders of IRCGmbH made a non-refundable shareholders’<br />

contribution amounting to EUR1.50 million (P=99.66 million) to <strong>the</strong> entity to streng<strong>the</strong>n its equity.<br />

The additional investments were taken from <strong>the</strong> outstanding receivables of <strong>the</strong> Parent Company<br />

from IRCGmbH amounting to P=91.16 million and were recognized by <strong>the</strong> 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 />

<strong>the</strong> application of receivables, <strong>the</strong> Parent Company recognized a receivable amounting to<br />

P=16.52 million from <strong>the</strong> noncontrolling shareholder. The remaining P=8.49 million was recognized<br />

as a receivable from <strong>the</strong> noncontrolling shareholder in <strong>the</strong> separate financial statements of<br />

IRCGmbH. On September 28, 2010, <strong>the</strong> Parent Company advanced <strong>the</strong> P=8.49 million to<br />

IRCGmbH as payment of <strong>the</strong> receivable from <strong>the</strong> noncontrolling shareholder. This resulted to <strong>the</strong><br />

increase in <strong>the</strong> 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 <strong>the</strong> end of <strong>December</strong> <strong>31</strong> 2010.<br />

On May 5, <strong>2011</strong>, <strong>the</strong> Parent Company acquired <strong>the</strong> remaining 25.10% ownership interest in<br />

IRCGmbH from <strong>the</strong> noncontrolling stockholder <strong>for</strong> a consideration of P=25.01 million. The<br />

acquisition increased <strong>the</strong> Parent Company’s ownership interest in IRCGmbH to 100.00% from<br />

74.90%. The receivable from noncontrolling shareholder was applied in full against <strong>the</strong> total<br />

consideration (see Note 8).<br />

Consequently, on October 11, <strong>2011</strong>, IERCAG changed its legal name to IREMIT Remittance<br />

Consulting GmbH (IRCGmbH) and changed its legal status from a stock company to a limited<br />

liability company. It also am<strong>ended</strong> its Articles of Incorporation to include management<br />

consultancy in its business activities.<br />

*SGVMC116501*


- 28 -<br />

INZL<br />

On August <strong>17</strong>, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> incorporation of INZL as a stock<br />

corporation to be organized and registered in New Zealand. Accordingly, <strong>the</strong> Parent Company<br />

made an investment of NZD1,000 (P=32,400). INZL started commercial operations on<br />

February 13, 2008.<br />

KKIJ<br />

On June 10, <strong>2011</strong>, <strong>the</strong> Parent Company incorporated KKIJ in Japan with <strong>the</strong> primary purpose of<br />

engaging in money remittance services and o<strong>the</strong>r activities related <strong>the</strong>reto. Accordingly, <strong>the</strong><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, 2012.<br />

Acquisition of subsidiaries<br />

IGRL and IAPL<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 100.00% ownership<br />

interest in both IGRL and IAPL <strong>for</strong> a consideration of P=71.20 million and P=8.55 million,<br />

respectively. IGRL and IAPL are based in United Kingdom and Australia, respectively. These<br />

two entities, which are in <strong>the</strong> remittance business, have <strong>the</strong> same operations as <strong>the</strong> Parent<br />

Company. Accordingly, on June 29, 2007, <strong>the</strong> Parent Company acquired 100.00% ownership<br />

interest in IGRL and IAPL through <strong>the</strong> execution of deeds of assignment by <strong>the</strong> previous<br />

stockholders (who are also <strong>the</strong> stockholders of <strong>the</strong> Parent Company) of <strong>the</strong> two entities. Under <strong>the</strong><br />

deeds of assignment, <strong>the</strong> existing advances by <strong>the</strong> Parent Company to certain stockholders were<br />

applied as payment <strong>for</strong> <strong>the</strong> purchase of IGRL and IAPL.<br />

On April 15, <strong>2011</strong>, IGRL was authorized by <strong>the</strong> Financial Services Authority (FSA) of <strong>the</strong> United<br />

Kingdom as an Authorized Payment Institution under <strong>the</strong> European Payment Services Directive, a<br />

legislation adopted by <strong>the</strong> European Union that aims to harmonize laws across Europe pertaining<br />

to <strong>the</strong> provision of payment services, including money transfer services. Prior to this grant, <strong>the</strong><br />

BOD of IGRL approved <strong>the</strong> increase of IGRL’s authorized shares to 105,000. Accordingly, <strong>the</strong><br />

Parent Company invested GBP0.10 million (P=7.45 million) <strong>for</strong> <strong>the</strong> additional capital requirement.<br />

WEPL<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD also approved <strong>the</strong> acquisition of 20.00% ownership<br />

interest in WEPL <strong>for</strong> a consideration of P=5.60 million. WEPL was incorporated and is based in<br />

Australia, and has <strong>the</strong> same operations as <strong>the</strong> Parent Company. Accordingly, on June 29, 2007,<br />

<strong>the</strong> Parent Company acquired 20.00% ownership interest in WEPL through <strong>the</strong> execution of a<br />

deed of assignment by <strong>the</strong> previous stockholders (who are also stockholders of <strong>the</strong> Parent<br />

Company) of <strong>the</strong> entity. Under <strong>the</strong> deed of assignment, <strong>the</strong> existing advances of <strong>the</strong> Parent<br />

Company to certain stockholders were applied as payment <strong>for</strong> <strong>the</strong> purchase of WEPL. On<br />

September 4, 2007, an additional 15.00% ownership interest in WEPL was acquired by <strong>the</strong> Parent<br />

Company <strong>for</strong> a consideration of P=3.43 million.<br />

On March 25 <strong>2011</strong>, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 35.00% ownership<br />

interest from <strong>the</strong> noncontrolling stockholders of WEPL <strong>for</strong> a consideration of AUD0.27 million<br />

(P=12.30 million), consequently making <strong>the</strong> ownership of <strong>the</strong> Parent Company over WEPL at<br />

100.00%. The Parent Company applied its receivables from <strong>the</strong> noncontrolling shareholders<br />

against <strong>the</strong> acquisition cost (see Note 8).<br />

As discussed in Note 1, WEPL is effectively 100.00% owned by <strong>the</strong> 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, 2004, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 65.00% of IRCL <strong>for</strong><br />

a consideration of P=10.34 million. IRCL was incorporated on July 16, 2001 and is based in<br />

Canada and has <strong>the</strong> same operations as <strong>the</strong> Parent Company. On July 26, 2006, <strong>the</strong> additional<br />

30.00% ownership interest from a noncontrolling stockholder in IRCL was transferred to <strong>the</strong><br />

Parent Company at no additional cost.<br />

On June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of 5.00% ownership<br />

interest from a noncontrolling stockholder <strong>for</strong> a consideration of P=3.10 million <strong>the</strong>reby taking its<br />

ownership in IRCL to 100.00%. Accordingly on June 29, 2007, <strong>the</strong> IRCL noncontrolling<br />

stockholder executed a deed of assignment to transfer <strong>the</strong> ownership interest to <strong>the</strong> Parent<br />

Company. Under <strong>the</strong> deed of assignment, <strong>the</strong> existing advances by <strong>the</strong> Parent Company to certain<br />

stockholder were applied as payment <strong>for</strong> <strong>the</strong> purchase of IRCL.<br />

PSAGL<br />

On November 28, 2008, <strong>the</strong> Parent Company’s BOD ratified <strong>the</strong> acquisition of 100.00%<br />

ownership interest in PSAGL <strong>for</strong> a consideration of P=5.96 million. PSAGL is based in Hong<br />

Kong and was incorporated on April 28, 2008 to engage in <strong>for</strong>eign currencies trading services.<br />

LSML<br />

LSML was incorporated on March 16, 2001 and is based in Hong Kong and has <strong>the</strong> same<br />

operations as <strong>the</strong> Parent Company. On April 2001, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong><br />

acquisition of 51.00% ownership interest in LSML <strong>for</strong> a consideration of P=<strong>17</strong>.85 million. On<br />

June 2, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> acquisition of <strong>the</strong> 49.00% ownership<br />

interest in LSML from its noncontrolling stockholder <strong>for</strong> a consideration of P=24.70 million.<br />

Accordingly on June 29, 2007, <strong>the</strong> noncontrolling stockholder of LSML (who is also a stockholder<br />

of <strong>the</strong> Parent Company) executed deed of assignment to transfer its ownership interest to <strong>the</strong><br />

Parent Company.<br />

Acquisition of associates<br />

HKHCL<br />

On July 1, 2009, <strong>the</strong> Parent Company acquired 49.00% ownership interest in HKHCL, <strong>for</strong> a<br />

consideration of NTD2.45 million (P=3.57 million). HKHCL is a remittance business based in<br />

Taiwan.<br />

ISPL<br />

On June 29, 2007, <strong>the</strong> Parent Company acquired 49.00% ownership interest in ISPL through <strong>the</strong><br />

execution of a deed of assignment by <strong>the</strong> previous stockholders (who are also stockholders of <strong>the</strong><br />

Parent Company) of <strong>the</strong> entity <strong>for</strong> a consideration of P=12.60 million. ISPL is a remittance<br />

business based in Singapore.<br />

*SGVMC116501*


- 30 -<br />

The following tables present <strong>the</strong> summarized financial in<strong>for</strong>mation of <strong>the</strong> Parent Company’s<br />

subsidiaries and associates as of and <strong>for</strong> <strong>the</strong> <strong>year</strong>s <strong>ended</strong> <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010:<br />

<strong>2011</strong><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,<strong>31</strong>7 7,053 6,<strong>17</strong>4 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 <strong>17</strong>,064 <strong>17</strong>,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 />

ISPL 73,254 49,703 55,924 <strong>31</strong>,894 3,127<br />

HKHCL 26,875 23,906 19,340 13,151 1,223<br />

P=669,363 P=320,916 P=377,338 P=322,428 P=83,150<br />

2010<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 <strong>17</strong>,111 30,546 29,226 200<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 <strong>17</strong>7,976 306,662 279,303 23,521<br />

ISPL 61,209 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=271,620 P=428,440 P=334,538 P=34,271<br />

*SGVMC116501*


- <strong>31</strong> -<br />

2009<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 (<strong>17</strong>,022)<br />

IGRL 16,2<strong>17</strong> 14,018 62,353 46,910 1,003<br />

WEPL 27,696 23,595 33,940 32,627 2,975<br />

LSML 21,719 <strong>17</strong>,771 21,404 21,392 2,236<br />

INZL 13,113 <strong>17</strong>,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 />

ISPL 74,159 42,914 38,046 37,708 13,027<br />

HKHCL <strong>31</strong>,970 30,572 21,096 14,295 (966)<br />

P=509,827 P=259,260 P=364,353 P=325,047 P=95,397<br />

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>2011</strong><br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of <strong>year</strong> 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,<strong>31</strong>5 285,181 50,000 2,593,345<br />

Disposals – – (10) – (10)<br />

Balance at end of <strong>year</strong> 27,273,036 6,869,9<strong>17</strong> 4,064,638 11,845,343 50,052,934<br />

Accumulated Depreciation and<br />

Amortization<br />

Balance at beginning of <strong>year</strong> 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 <strong>year</strong> 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=665,6<strong>17</strong> P=522,715 P=7,094,474<br />

Office and<br />

Communication<br />

Equipment<br />

Transportation<br />

and Delivery<br />

Equipment<br />

2010<br />

Furniture<br />

and Fixtures<br />

Leasehold<br />

Improvements Total<br />

Cost<br />

Balance at beginning of <strong>year</strong> P=22,623,757 P=5,920,959 P=3,692,945 P=11,762,843 P=44,000,504<br />

Additions 2,621,930 3,116,461 <strong>17</strong>7,934 32,500 5,948,825<br />

Disposals (195,500) (2,202,818) (91,412) – (2,489,730)<br />

Balance at end of <strong>year</strong> 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 <strong>year</strong> 18,066,791 2,350,632 2,594,128 9,227,166 32,238,7<strong>17</strong><br />

Depreciation and amortization 3,521,442 1,303,027 415,880 1,<strong>31</strong>0,452 6,550,801<br />

Disposals (88,344) (708,790) (25,900) – (823,034)<br />

Balance at end of <strong>year</strong> 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 <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> 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>2011</strong> 2010 2009<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=8,614,5<strong>31</strong><br />

12. Software Costs - net and O<strong>the</strong>r Noncurrent Assets<br />

Movements in software costs follow:<br />

<strong>2011</strong> 2010<br />

Cost<br />

Balance at beginning of <strong>year</strong> P=12,096,697 P=11,425,409<br />

Additions 1,071,252 671,288<br />

Balance at end of <strong>year</strong><br />

Accumulated Amortization<br />

13,167,949 12,096,697<br />

Balance at beginning of <strong>year</strong> 10,228,625 8,720,725<br />

Amortization (Note 11) 1,543,083 1,507,900<br />

Balance at end of <strong>year</strong> 11,771,708 10,228,625<br />

Net Book Value at end of <strong>year</strong> P=1,396,241 P=1,868,072<br />

O<strong>the</strong>r noncurrent assets consist of:<br />

<strong>2011</strong> 2010<br />

Input VAT P=21,242,725 P=28,493,804<br />

Refundable deposits 4,568,661 4,099,9<strong>31</strong><br />

Deferred input VAT 326,056 350,550<br />

O<strong>the</strong>rs 44,000 44,000<br />

P=26,181,442 P=32,988,285<br />

The Parent Company has applied <strong>for</strong> tax credits on Input VAT with <strong>the</strong> BIR and is waiting <strong>for</strong> <strong>the</strong><br />

issuance of Tax Credit Certificates (TCCs). In <strong>2011</strong>, <strong>the</strong> BIR issued two tax credit certificates to<br />

<strong>the</strong> Parent Company <strong>for</strong> its input VAT filed <strong>for</strong> <strong>year</strong>s 2005 and 2006 amounting to P=1.71 million<br />

and P=3.82 million, respectively. Management of <strong>the</strong> Company believes that it will able to collect<br />

<strong>the</strong> rest of <strong>the</strong> TCCs applicable to its outstanding claims. The carrying amounts are already net of<br />

claims disallowed by <strong>the</strong> BIR amounting to P=2.06 million, nil and P=1.34 million in <strong>2011</strong>, 2010 and<br />

2009, respectively (see Note 20).<br />

Refundable deposits pertain to <strong>the</strong> security deposits made by <strong>the</strong> Parent Company in relation to<br />

rental lease agreements <strong>for</strong> its office spaces.<br />

*SGVMC116501*


13. Beneficiaries and O<strong>the</strong>r Payables<br />

This account consists of:<br />

- 33 -<br />

<strong>2011</strong> 2010<br />

Beneficiaries P=155,140,304 P=144,960,550<br />

Advances from related parties (Note 22) 79,753,1<strong>17</strong> 74,161,090<br />

Agents, couriers and trading clients 44,404,974 27,101,8<strong>17</strong><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 <strong>17</strong>,875 −<br />

O<strong>the</strong>rs 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 <strong>for</strong> 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 <strong>the</strong> Parent Company’s unsecured, short-term interest-bearing pesodenominated<br />

bank loans.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> outstanding loans payable of <strong>the</strong> Parent Company<br />

amounted to P=666.00 million and P=877.00 million, respectively.<br />

In <strong>2011</strong>, 2010 and 2009, <strong>the</strong>se 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>2011</strong>, 2010 and 2009, <strong>the</strong> 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 <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively.<br />

The loans outstanding as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> were subsequently paid on various dates in<br />

January and February 2012.<br />

*SGVMC116501*


15. Equity<br />

- 34 -<br />

Capital Stock<br />

The Parent Company’s capital stock consists of:<br />

<strong>2011</strong> 2010 2009<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 <strong>the</strong> <strong>year</strong> 562,4<strong>17</strong>,000 P=562,4<strong>17</strong>,000 562,4<strong>17</strong>,000 P=562,4<strong>17</strong>,000 562,4<strong>17</strong>,000 P=562,4<strong>17</strong>,000<br />

Stock dividends 55,308,800 55,308,800 – – – –<br />

Balance at end of <strong>the</strong> <strong>year</strong> 6<strong>17</strong>,725,800 6<strong>17</strong>,725,800 562,4<strong>17</strong>,000 562,4<strong>17</strong>,000 562,4<strong>17</strong>,000 562,4<strong>17</strong>,000<br />

Treasury stock:<br />

Balance at beginning<br />

of <strong>the</strong> <strong>year</strong> (9,329,000) (40,115,150) (9,329,000) (40,115,150) (10,006,200) (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 <strong>the</strong> <strong>year</strong> (14,873,000) (52,987,208) (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, 2007, <strong>the</strong> SEC approved <strong>the</strong> 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 <strong>17</strong><br />

registered common stockholders as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 13 registered common stockholders<br />

as of <strong>December</strong> <strong>31</strong>, 2010 and 2009. Shares lodged with <strong>the</strong> Philippine Central Depository are<br />

registered under <strong>the</strong> name of PCD Nominee Corporation and as such are treated as being held by<br />

only one shareholder.<br />

Dividends<br />

On March 23, 2009, <strong>the</strong> BOD of <strong>the</strong> Parent Company declared cash dividends amounting to<br />

P=26.01 million or P=0.0471 per share, payable to shareholders-of-record as of April 7, 2009.<br />

The declaration was subsequently ratified and confirmed by <strong>the</strong> Parent Company’ shareholders<br />

during <strong>the</strong>ir annual meeting held on July <strong>17</strong>, 2009. The payment of dividends was made on<br />

May 6, 2009.<br />

On March 19, 2010, <strong>the</strong> BOD of <strong>the</strong> 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, 2010.<br />

The declaration was subsequently ratified and confirmed by <strong>the</strong> Parent Company’ shareholders<br />

during <strong>the</strong>ir annual meeting held on July 23, 2010. The payment was made on May 5, 2010.<br />

On June <strong>17</strong>, <strong>2011</strong>, <strong>the</strong> Board of Directors of <strong>the</strong> Parent Company authorized <strong>the</strong> 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>2011</strong>. The declaration was subsequently ratified and<br />

confirmed by <strong>the</strong> Parent Company’s stockholders during <strong>the</strong>ir annual meeting held on<br />

July 29, <strong>2011</strong>.<br />

Treasury Stock<br />

On August 15, 2008, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> buy-back program to acquire up to<br />

ten million (10,000,000) of its shares, representing approximately 1.87% of <strong>the</strong> Parent Company’s<br />

total outstanding common shares, from <strong>the</strong> market. The Parent Company purchased 9,329,000<br />

shares (P=40.12 million) in 2008 under <strong>the</strong> buy-back program.<br />

*SGVMC116501*


- 35 -<br />

In 2009 and 2008, <strong>the</strong> Parent Company purchased 130,900 shares (P=0.13 million) and<br />

548,500 shares (P=0.55 million), respectively, under <strong>the</strong> SSPP. The 808,100 shares (including<br />

128,700 shares purchased in 2007) purchased under <strong>the</strong> SSPP, were subsequently transferred on<br />

September 2009 to <strong>the</strong> retirement fund of <strong>the</strong> Parent Company (see Notes 16 and <strong>17</strong>).<br />

On September 16, <strong>2011</strong>, <strong>the</strong> Board of Directors of <strong>the</strong> Parent Company adopted a resolution<br />

authorizing <strong>the</strong> buy-back of up to ten million (10,000,000) of its shares from <strong>the</strong> market. The<br />

Parent Company purchased 4,873,000 shares (P=11.35 million) under <strong>the</strong> buy-back program.<br />

In <strong>2011</strong>, <strong>the</strong> Parent Company also purchased 671,000 shares (P=1.52 million) under <strong>the</strong> buy-back<br />

program approved in August 15, 2008 as discussed above.<br />

Capital Management<br />

The Parent Company’s capital is composed of its equity, which amounts to P=1.20 billion and<br />

P=1.16 billion as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, 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 <strong>the</strong><br />

level and mix of its capital resources. Decisions on <strong>the</strong> allocation of capital resources are being<br />

per<strong>for</strong>med as part of <strong>the</strong> 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 <strong>the</strong> capital structure, <strong>the</strong> Parent Company may<br />

adjust <strong>the</strong> dividend payment to shareholders, return capital to shareholders or issue new shares.<br />

No changes were made in <strong>the</strong> objectives, policies or processes during <strong>the</strong> <strong>year</strong>s <strong>ended</strong><br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010.<br />

The Parent Company’s objective is to ensure that <strong>the</strong>re are no known events that may trigger direct<br />

or contingent financial obligation that is material to <strong>the</strong> 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 <strong>for</strong> pension obligations are established <strong>for</strong> benefits payable in <strong>the</strong> <strong>for</strong>m of retirement<br />

pensions. Benefits are dependent on <strong>year</strong>s of service and <strong>the</strong> respective employee’s latest monthly<br />

salary.<br />

The Parent Company determined its transitional liability <strong>for</strong> defined benefit retirement plan merely<br />

as <strong>the</strong> present value of <strong>the</strong> obligation since <strong>the</strong> Parent Company had no plan assets at <strong>the</strong> date of<br />

<strong>the</strong> adoption. Transitional liability is amortized prospectively over five (5) <strong>year</strong>s starting on<br />

January 1, 2005.<br />

The latest actuarial valuation report on <strong>the</strong> retirement plan is dated <strong>December</strong> <strong>31</strong>, <strong>2011</strong>.<br />

*SGVMC116501*


- 36 -<br />

The principal actuarial assumptions used in determining <strong>the</strong> retirement liability of <strong>the</strong> Parent<br />

Company as of January 1, <strong>2011</strong> and 2010 follow:<br />

<strong>2011</strong> 2010<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 <strong>year</strong>s) 32.10 <strong>31</strong>.8<br />

The discount rates used to arrive at <strong>the</strong> present value of <strong>the</strong> obligation as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong><br />

and 2010 are 6.70% and 9.69%, respectively.<br />

The amounts recognized in <strong>the</strong> parent company balance sheets follow:<br />

<strong>2011</strong> 2010<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 <strong>the</strong> fair value of plan assets in <strong>2011</strong> and 2010 are as follows:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> 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 <strong>year</strong> P=21,816,324 P=15,196,930<br />

The actual return on <strong>the</strong> plan assets of <strong>the</strong> Parent Company in <strong>2011</strong> and 2010 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 2012.<br />

The movements in <strong>the</strong> present value of obligation are as follows:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> P=21,847,360 P=10,080,516<br />

Current service cost 4,618,548 2,143,246<br />

Interest cost 2,1<strong>17</strong>,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 <strong>year</strong> 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 <strong>the</strong><br />

parent company statements of income are as follows:<br />

<strong>2011</strong> 2010 2009<br />

Current service cost P=4,618,548 P=2,143,246 P=1,819,273<br />

Interest cost 2,1<strong>17</strong>,009 1,134,058 999,326<br />

Expected return on plan assets (1,118,673) (738,073) –<br />

Actuarial (gains) loss recognized 1<strong>31</strong>,694 (163,104) (53,418)<br />

Amortization of transitional liability – – 252,228<br />

P=5,748,578 P=2,376,127 P=3,0<strong>17</strong>,409<br />

The movements in <strong>the</strong> retirement (asset) liability recognized in <strong>the</strong> parent company balance sheets<br />

are as follows:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> P=778,261 P=3,6<strong>31</strong>,624<br />

Retirement expense 5,748,578 2,376,127<br />

Contributions (6,895,233) (5,229,490)<br />

Balance at end of <strong>year</strong> (P=368,394) P=778,261<br />

Movements in <strong>the</strong> unrecognized actuarial (gains) losses are as follows:<br />

<strong>2011</strong> 2010<br />

Balance at beginning of <strong>year</strong> 5,872,169 (P=5,972,130)<br />

Actuarial loss (gain) during <strong>the</strong> <strong>year</strong> (4,663,725) 11,681,195<br />

Actuarial (loss) gain recognized (1<strong>31</strong>,694) 163,104<br />

Balance at end of <strong>year</strong> P=1,076,750 P=5,872,169<br />

The major categories of plan assets follow:<br />

<strong>2011</strong> 2010<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 <strong>the</strong> Parent Company’s own equity securities bought under <strong>the</strong> SSPP (see Note <strong>17</strong>).<br />

The amounts of experience adjustments relating to <strong>the</strong> plan liabilities of <strong>the</strong> Parent Company<br />

follow:<br />

<strong>2011</strong> 2010 2009 2008 2007<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,<strong>31</strong>2) (9,785,892)<br />

Experience adjustments on plan<br />

liabilities (5,559,744) (894,376) (382,676) (206,448) 4,<strong>17</strong>6,250<br />

Experience adjustments on plan assets (1,394,512) (2,643,029) 4,452,972 – −<br />

*SGVMC116501*


<strong>17</strong>. Special Stock Purchase Program (SSPP)<br />

- 38 -<br />

On July 20, 2007, <strong>the</strong> Parent Company’s BOD approved <strong>the</strong> proposal to set up an SSPP totaling<br />

15,000,000 shares <strong>for</strong> <strong>the</strong> employees of <strong>the</strong> Parent Company who have been in <strong>the</strong> service <strong>for</strong> at<br />

least one (1) calendar <strong>year</strong> as of June 30, 2007, as well as its BOD members, resource persons and<br />

consultants (collectively referred to as “<strong>the</strong> Participants”). A Notice of Exemption under<br />

Section 10.2 of <strong>the</strong> Securities Regulations Code had been approved by <strong>the</strong> SEC on<br />

September 13, 2007. Notwithstanding <strong>the</strong> a<strong>for</strong>esaid confirmation by <strong>the</strong> SEC of <strong>the</strong> exempt<br />

status of <strong>the</strong> SSPP shares, <strong>the</strong> SEC none<strong>the</strong>less required <strong>the</strong> Parent Company to include <strong>the</strong> SSPP<br />

shares among <strong>the</strong> shares of <strong>the</strong> Parent Company which were registered with <strong>the</strong> SEC prior to <strong>the</strong><br />

conduct of its Initial Public Offering in October 2007. The registration of <strong>the</strong> Parent Company<br />

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

All 15,000,000 shares were exercised. The shares subject to <strong>the</strong> SSPP were sold at par value or<br />

P=1.00 per share. Total shares amounting to P=11.74 million were paid in full, while <strong>the</strong> difference<br />

totaling P=3.26 million were paid by way of salary loan. Shares acquired through SSPP are subject<br />

to a lock-up period of 2 <strong>year</strong>s from date of issue, which <strong>ended</strong> on September 19, 2009.<br />

The sale is fur<strong>the</strong>r subject to <strong>the</strong> condition that should <strong>the</strong> officer or employee resign from <strong>the</strong><br />

Parent Company prior to <strong>the</strong> expiration of <strong>the</strong> lock-up period, <strong>the</strong> shares purchased by such<br />

resigning employee or officer shall be purchased at cost by <strong>the</strong> Parent Company as Treasury<br />

stock. As of <strong>December</strong> <strong>31</strong>, 2009, 24 employees resigned (9 in 2009, 13 in 2008 and 2 in 2007)<br />

and <strong>the</strong>ir shares totaling 808,100 (130,900 in 2009, 548,500 in 2008 and 128,700 in 2007) were<br />

bought back by <strong>the</strong> Parent Company.<br />

As approved by <strong>the</strong> Parent Company’s BOD, <strong>the</strong> fair value of <strong>the</strong> shares issued under <strong>the</strong> SSPP<br />

was measured at <strong>the</strong> grant date using <strong>the</strong> price-earnings multiple model taking into account <strong>the</strong><br />

terms and conditions upon which <strong>the</strong> shares were granted. The fair value at grant date was<br />

P=1.33 per share. This transaction also resulted in an increase in equity by P=1.53 million,<br />

P=2.16 million and P=1.00 million recognized as ‘Share-based payment’ under equity in 2009, 2008<br />

and 2007, respectively.<br />

On September 19, 2009, which is <strong>the</strong> end of <strong>the</strong> lock up period, <strong>the</strong> 808,100 shares bought back at<br />

cost was transferred to <strong>the</strong> Parent Company’s retirement fund upon reimbursement of <strong>the</strong><br />

P=0.81 million paid by <strong>the</strong> Parent Company <strong>for</strong> those shares (see Note 16).<br />

The expense arising from <strong>the</strong> share-based payment plan is recognized over <strong>the</strong> two-<strong>year</strong> lock-up<br />

period. The expense recognized under ‘Salaries, wages and employee benefits’ in <strong>the</strong> parent<br />

company statements of income amounted to P=1.53 million in 2009.<br />

18. Operating Lease Commitments<br />

The Parent Company has entered into <strong>the</strong> following lease agreements <strong>for</strong> its office spaces:<br />

(a) On September 30, 2008, a lease agreement with Sta. Elena Divisoria Condo was made <strong>for</strong> a<br />

period of 60 months commencing on October 1, 2008 to September 30, 2013 with a 10.00%<br />

escalation rate effective on <strong>the</strong> second <strong>year</strong> up to <strong>the</strong> fifth <strong>year</strong> of <strong>the</strong> lease term. The contract<br />

was cancelled in May 2009.<br />

*SGVMC116501*


- 39 -<br />

(b) A lease agreement with Wynsum Realty was entered into <strong>for</strong> a period of 24 months<br />

commencing on September 1, 2008 to August <strong>31</strong>, 2010 with a 5.00% escalation on <strong>the</strong><br />

monthly rental on <strong>the</strong> second <strong>year</strong> of <strong>the</strong> lease term. The contract was renewed <strong>for</strong> ano<strong>the</strong>r<br />

period of 2 <strong>year</strong>s from September 1, 2010 to August <strong>31</strong>, 2012 with <strong>the</strong> same terms.<br />

(c) On February 7, 2007, a lease agreement with Oakridge Properties (Unit 2503) was made <strong>for</strong> a<br />

period of 36 months commencing on February 1, 2007 to January <strong>31</strong>, 2010 with a 10.00%<br />

escalation on <strong>the</strong> monthly rental payable effective on <strong>the</strong> 13th and 25th month of <strong>the</strong> lease<br />

term. The contract was renewed <strong>for</strong> ano<strong>the</strong>r period of 2 <strong>year</strong>s from February 1, 2010 to<br />

January <strong>31</strong>, 2012 with <strong>the</strong> same terms.<br />

(d) A lease agreement with Oakridge Properties (Unit 2603) was entered into <strong>for</strong> a period of 12<br />

months, which commenced on <strong>December</strong> 1, 2008 and expired on November 30, 2009. The<br />

contract was renewed <strong>for</strong> a period of 2 <strong>year</strong>s commencing on <strong>December</strong> 1, 2009 to<br />

November 30, <strong>2011</strong> with a 10.00% escalation on <strong>the</strong> monthly rental on <strong>the</strong> 13th month of <strong>the</strong><br />

lease term. The contract was renewed <strong>for</strong> ano<strong>the</strong>r period of 2 <strong>year</strong>s from <strong>December</strong> 1, <strong>2011</strong> to<br />

November 30, 2013 with <strong>the</strong> same terms.<br />

(e) On January 6, 2009, a lease agreement with Oakridge Properties (Unit 2703) was entered into<br />

<strong>for</strong> a period of 24 months commencing February 1, 2009 to January <strong>31</strong>, <strong>2011</strong> with a 10.00%<br />

escalation rate on <strong>the</strong> aggregate monthly rental effective on <strong>the</strong> 13th month of <strong>the</strong> lease term.<br />

The contract was renewed <strong>for</strong> a period of 2 <strong>year</strong>s from February 1, <strong>2011</strong> to January <strong>31</strong>, 2013<br />

with <strong>the</strong> same terms.<br />

(f) On July 1, <strong>2011</strong>, <strong>the</strong> Parent Company entered into a sublease agreement with Surewell<br />

Equities Pte Ltd., one of <strong>the</strong> stockholders of <strong>the</strong> Parent Company, <strong>for</strong> <strong>the</strong> use of <strong>the</strong> latter’s<br />

office space in Singapore <strong>for</strong> an initial term of two (2) <strong>year</strong>s.<br />

Total rent expense of <strong>the</strong> Parent Company amounted to P=14.23 million, P=11.74 million and<br />

P=11.11 million in <strong>2011</strong>, 2010 and 2009, respectively (see Note 22).<br />

Future minimum rentals payable under non-cancelable operating leases are as follows:<br />

<strong>2011</strong> 2010<br />

Within one <strong>year</strong> P=10,458,903 P=11,225,119<br />

After one <strong>year</strong> but not more than five <strong>year</strong>s 7,101,949 3,122,961<br />

P=<strong>17</strong>,560,852 P=14,348,080<br />

19. Marketing Expenses<br />

This account consists of:<br />

<strong>2011</strong> 2010 2009<br />

Marketing and promotions P=22,<strong>31</strong>0,186 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=32,398,920 P=14,844,326<br />

*SGVMC116501*


20. O<strong>the</strong>r Operating Expenses<br />

This account consists of:<br />

- 40 -<br />

<strong>2011</strong> 2010 2009<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 1,209,115<br />

Miscellaneous 2,136,107 1,784,742 1,730,305<br />

P=18,6<strong>31</strong>,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 O<strong>the</strong>r Income<br />

‘Realized <strong>for</strong>eign 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 <strong>the</strong> remittance transactions.<br />

‘O<strong>the</strong>r operating income’ consists of:<br />

<strong>2011</strong> 2010 2009<br />

Service fees P=6,<strong>31</strong>6,114 P=– P=–<br />

Rebates 2,881,469 687,509 2,595,006<br />

Foreign exchange gain - net 2,722,754 116,205 5,<strong>17</strong>2,<strong>17</strong>1<br />

Reversal of <strong>for</strong>eign income tax − 2,406,695 −<br />

Dividends – 596,381 34,242,442<br />

O<strong>the</strong>rs 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 <strong>the</strong> call center agents employed<br />

by <strong>the</strong> Parent Company to service <strong>the</strong> phone in transactions of its <strong>for</strong>eign subsidiary offices in<br />

Canada, New Zealand, Australia and UK (see Note 22). Also included on this classification is <strong>the</strong><br />

service fee collected from <strong>the</strong> Social Security System (SSS) <strong>for</strong> remittance accepted and transacted<br />

by <strong>the</strong> 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 <strong>for</strong>eign currency denominated assets and liabilities.<br />

Rebates pertain to <strong>the</strong> refund of bank service charges.<br />

*SGVMC116501*


22. Related Party Transactions<br />

- 41 -<br />

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

o<strong>the</strong>r party or exercise significant influence over <strong>the</strong> o<strong>the</strong>r party in making financial and operating<br />

decisions. Parties are also considered to be related if <strong>the</strong>y are subject to common control or<br />

common significant influence. Related parties may be individuals or corporate entities.<br />

In <strong>the</strong> ordinary course of business, <strong>the</strong> Parent Company transacts with its related parties. Under<br />

<strong>the</strong> Parent Company’s existing policies, <strong>the</strong>se transactions are made substantially on <strong>the</strong> same<br />

terms and conditions as transactions with o<strong>the</strong>r individuals and businesses of comparable risks.<br />

The Parent Company engages in transactions with related parties consisting primarily of <strong>the</strong><br />

following:<br />

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

<strong>2011</strong> 2010 2009<br />

IRCL P=55,556,118 P=55,227,0<strong>17</strong> P=51,071,109<br />

HKHCL 46,127,251 33,202,567 25,364,567<br />

IAPL and WEPL 28,136,596 26,166,135 30,787,242<br />

ISPL 24,463,777 25,080,948 27,016,303<br />

IGRL <strong>17</strong>,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=<strong>17</strong>8,979,567 P=<strong>17</strong>3,675,728<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.<strong>17</strong> million in <strong>2011</strong>, 2010, and 2009,<br />

respectively. Oakridge Properties is owned by JTKC, one of <strong>the</strong> stockholders of <strong>the</strong> Parent<br />

Company.<br />

(c) The Parent Company entered into a sublease agreement with Surewell Equities Pte Ltd., one<br />

of <strong>the</strong> stockholders of <strong>the</strong> Parent Company (see Note 18). Rent expense amounted to<br />

P=0.90 million in <strong>2011</strong>.<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 />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, respectively. These deposits earned P=0.43 million, P=1.12<br />

million and P=1.16 million interest income in <strong>2011</strong>, 2010, and 2009, respectively.<br />

(e) In <strong>2011</strong>, <strong>the</strong> Parent Company provides call center services to process <strong>the</strong> phone-in transactions<br />

of IRCL, INZL, IGRL and WEPL. Service income earned amounted to P=6.<strong>17</strong> million.<br />

*SGVMC116501*


- 42 -<br />

In addition to <strong>the</strong> related in<strong>for</strong>mation disclosed elsewhere in <strong>the</strong> Parent Company’s financial<br />

statements, <strong>the</strong> following are <strong>the</strong> <strong>year</strong>end balances in respect of transactions with related parties<br />

which were carried in terms that prevail in arm’s length transactions during <strong>the</strong> <strong>year</strong>:<br />

<strong>2011</strong> 2010<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 />

ISPL 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 20,421,294 5,099,127<br />

INZL 15,725,924 9,285,149<br />

LSML 6,778,807 4,454,735<br />

KKIJ 5,611,520 –<br />

WEPL 604,<strong>17</strong>5 94,113<br />

IAPL 373,740 –<br />

IRCL 150,199 71,646<br />

PSAGL 33,166 –<br />

Associates:<br />

ISPL 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=79,753,1<strong>17</strong> P=74,161,090<br />

Accounts receivable pertains to advances made by <strong>the</strong> Parent Company to beneficiaries of<br />

remittance transactions processed by <strong>the</strong> subsidiaries and associates.<br />

Advances to subsidiaries include operational cash advances from <strong>the</strong> 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 <strong>for</strong> 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 <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, no provision <strong>for</strong> credit losses has been recognized <strong>for</strong> <strong>the</strong><br />

amounts due from related parties.<br />

In 2010, <strong>the</strong> Parent Company recognized dividend income amounting P=0.60 million from<br />

dividends declared by ISPL. In 2009, <strong>the</strong> Parent Company’s dividend income includes dividends<br />

declared by ISPL (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 <strong>the</strong> key management personnel of <strong>the</strong> Parent Company in <strong>2011</strong>, 2010 and<br />

2009 are as follows:<br />

<strong>2011</strong> 2010 2009<br />

Short-term employee benefits P=21,<strong>31</strong>0,932 P=19,605,330 P=<strong>17</strong>,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=20,154,871 P=18,993,407<br />

23. Income Taxes<br />

The provision <strong>for</strong> income tax consists of:<br />

<strong>2011</strong> 2010 2009<br />

Current<br />

RCIT P=23,<strong>17</strong>4,<strong>17</strong>2 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 <strong>the</strong><br />

RCIT rate shall be 35.00% until <strong>December</strong> <strong>31</strong>, 2008. Starting January 1, 2009, <strong>the</strong> RCIT rate shall<br />

be 30.00%. It also provides that <strong>the</strong> interest allowed as a deductible expense is reduced by an<br />

amount equivalent to 42.00% until <strong>December</strong> <strong>31</strong>, 2008 and 33.00% starting January 1, 2009 of<br />

interest income subjected to final tax.<br />

An MCIT of 2.00% on modified gross income is computed and compared with <strong>the</strong> RCIT. Any<br />

excess of <strong>the</strong> MCIT over <strong>the</strong> RCIT is deferred and can be used as a tax credit against future<br />

income tax liability <strong>for</strong> <strong>the</strong> next three <strong>year</strong>s. In addition, current tax regulations provide <strong>for</strong> <strong>the</strong><br />

ceiling on <strong>the</strong> 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 <strong>the</strong> Parent<br />

Company was P=4.46 million, P=2.84 million and P=2.62 million in <strong>2011</strong>, 2010 and 2009,<br />

respectively. The allowed EAR limit was P=4.90 million, P=4.63 million and P=4.73 million in <strong>2011</strong>,<br />

2010 and 2009, respectively. Under <strong>the</strong> regulation, EAR expenses allowed as deductible expense<br />

<strong>for</strong> taxpayers engaged in <strong>the</strong> sale of services, including exercise of profession and use of lease<br />

properties, like <strong>the</strong> Parent Company, is limited to <strong>the</strong> 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, 2008, <strong>the</strong> optional standard deduction (OSD) equivalent to 40.00% of gross income may be<br />

claimed as an alternative deduction in computing <strong>for</strong> <strong>the</strong> RCIT. For <strong>the</strong> <strong>2011</strong> and 2010 RCIT<br />

computation, <strong>the</strong> Parent Company elected to claim itemized expense deductions instead of <strong>the</strong><br />

OSD.<br />

As of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> and 2010, <strong>the</strong> deferred tax assets and liability recognized by <strong>the</strong> Parent<br />

Company relates to <strong>the</strong> tax effects of <strong>the</strong> following:<br />

<strong>2011</strong> 2010<br />

Deferred tax assets on:<br />

Accrued courier charges P=245,354 P=249,069<br />

O<strong>the</strong>r accrued expenses 184,629 −<br />

Retirement liability − 281,692<br />

Subtotal<br />

Less deferred tax liability on<br />

429,983 530,761<br />

Unrealized <strong>for</strong>eign exchange gain 361,652 530,761<br />

Retirement asset 68,3<strong>31</strong> −<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 <strong>the</strong> following temporary differences:<br />

<strong>2011</strong> 2010<br />

Temporary differences on:<br />

Accrued interest P=1,994,506 P=2,074,213<br />

Accrued courier charges − 393,793<br />

O<strong>the</strong>rs 808,582 381,961<br />

P=2,803,088 P=2,849,967<br />

The management of <strong>the</strong> Parent Company believes that it is not highly probable that <strong>the</strong>se<br />

temporary differences will be realized in <strong>the</strong> future.<br />

A reconciliation of <strong>the</strong> statutory income tax rates and <strong>the</strong> effective income tax rates in <strong>2011</strong>, 2010<br />

and 2009 follows:<br />

<strong>2011</strong> 2010 2009<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 <strong>the</strong> ordinary conduct of business which<br />

have ei<strong>the</strong>r pending decision by <strong>the</strong> courts or are being contested, <strong>the</strong> outcome of which are not<br />

presently determinable.<br />

*SGVMC116501*


- 45 -<br />

In <strong>the</strong> opinion of management and its legal counsel, <strong>the</strong> eventual liability under <strong>the</strong>se lawsuits or<br />

claims, if any, will not have a material or adverse effect on <strong>the</strong> Parent Company’s financial<br />

position and results of operations. The in<strong>for</strong>mation usually required by PAS 37 is not disclosed on<br />

<strong>the</strong> grounds that it can be expected to prejudice <strong>the</strong> outcome of <strong>the</strong>se lawsuits, claims and<br />

assessments.<br />

25. Approval of <strong>the</strong> Release of <strong>the</strong> Parent Company Financial Statements<br />

The accompanying financial statements of <strong>the</strong> Parent Company were approved and authorized <strong>for</strong><br />

issue by <strong>the</strong> BOD on March 23, 2012.<br />

26. Supplementary In<strong>for</strong>mation Required Under Revenue Regulations No. 19-<strong>2011</strong><br />

On <strong>December</strong> 9, <strong>2011</strong>, <strong>the</strong> BIR issued RR No. 19-<strong>2011</strong> prescribing <strong>the</strong> new income tax <strong>for</strong>ms to<br />

be used effective calendar <strong>year</strong> <strong>2011</strong>. In <strong>the</strong> case of corporations using BIR Form <strong>17</strong>02, <strong>the</strong><br />

taxpayer is now required to include as part of its notes to <strong>the</strong> financial statements, schedules and<br />

in<strong>for</strong>mation on taxable income and deductions.<br />

In compliance with <strong>the</strong> requirements set <strong>for</strong>th by RR 19-<strong>2011</strong>, <strong>the</strong> schedule and in<strong>for</strong>mation of<br />

taxable income and deductions are as follows:<br />

Service income P=490,087,163<br />

Cost of services <strong>17</strong>5,332,116<br />

<strong>31</strong>4,755,047<br />

Non-Operating Taxable O<strong>the</strong>r 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 />

O<strong>the</strong>rs 3,230,078<br />

251,858,563<br />

Net Taxable Income P=77,247,238<br />

*SGVMC116501*


- 46 -<br />

27. Supplementary In<strong>for</strong>mation Required Under Revenue Regulations No. 15-2010<br />

The Parent Company reported and/or paid <strong>the</strong> following types of taxes in <strong>2011</strong>:<br />

Value added tax (VAT)<br />

The Parent Company’s sales are subject to output VAT while its purchases from o<strong>the</strong>r VATregistered<br />

individuals or corporations are subject to input VAT. The VAT rate is 12.0%.<br />

a. Output VAT <strong>for</strong> <strong>2011</strong><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 <strong>the</strong> Philippines is a signatory.<br />

The Parent Company, being engaged in <strong>the</strong> business of fund transfer and remittance services<br />

of any <strong>for</strong>m 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, <strong>the</strong> Parent Company started collecting service fee from <strong>the</strong> Social<br />

Security System in July <strong>2011</strong> <strong>for</strong> contributions remitted by SSS members abroad to <strong>the</strong> <strong>for</strong>eign<br />

subsidiary offices of <strong>the</strong> Parent Company and released subsequently to SSS’s offices by <strong>the</strong><br />

Parent Company. The output VAT recognized related to <strong>the</strong> service fee collected amounts to<br />

P=<strong>17</strong>,875 as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong>.<br />

b. Input VAT<br />

Amount<br />

Balance at January 1, <strong>2011</strong> P=28,493,804<br />

Current <strong>year</strong>’s domestic purchases/payments <strong>for</strong>:<br />

Goods o<strong>the</strong>r than <strong>for</strong> resale or manufacture −<br />

Capital goods subject to amortization 24,493<br />

Capital goods not subject to amortization 11,820<br />

Services lodged under o<strong>the</strong>r accounts 307,055<br />

Total 28,837,<strong>17</strong>2<br />

Write-off (2,058,616)<br />

Penalty (6,250)<br />

Claims <strong>for</strong> Tax Credit/Refund (5,529,581)<br />

Balance at <strong>December</strong> <strong>31</strong>, <strong>2011</strong> P=21,242,725<br />

c. Withholding taxes<br />

Details of total remittances in <strong>2011</strong> and balance as of <strong>December</strong> <strong>31</strong>, <strong>2011</strong> of withholding taxes<br />

are as follows:<br />

Total Remittances 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 />

O<strong>the</strong>r taxes and licenses include all o<strong>the</strong>r 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 o<strong>the</strong>r transactions 323,286<br />

Licenses and permits 2,163,071<br />

O<strong>the</strong>rs 5<strong>31</strong>,164<br />

P=6,726,300<br />

*SGVMC116501*


INDEPENDENT AUDITORS’ REPORT<br />

ON SUPPLEMENTARY SCHEDULES<br />

The Stockholders and <strong>the</strong> Board of Directors<br />

I-Remit, Inc.<br />

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

Ortigas Center, Pasig City<br />

We have audited in accordance with Philippine Standards on Auditing, <strong>the</strong> financial statements of<br />

I-Remit, Inc. (<strong>the</strong> Parent Company) and have issued our report <strong>the</strong>reon dated March 23, 2012. Our<br />

audits were made <strong>for</strong> <strong>the</strong> purpose of <strong>for</strong>ming an opinion on <strong>the</strong> basic financial statements taken as a<br />

whole. The accompanying Schedule of Retained Earnings Available <strong>for</strong> Dividend Declaration as of<br />

<strong>December</strong> <strong>31</strong>, <strong>2011</strong> is <strong>the</strong> responsibility of <strong>the</strong> Parent Company’s management. This schedule is<br />

presented <strong>for</strong> <strong>the</strong> purpose of complying with Securities Regulation Code Rule 68.1 and Securities and<br />

Exchange Commission Memorandum Circular No. 11, Series of 2008, and is not part of <strong>the</strong> basic<br />

financial statements. This schedule has been subjected to <strong>the</strong> auditing procedures applied in <strong>the</strong> audit<br />

of <strong>the</strong> basic financial statements and, in our opinion, fairly states in all material respects <strong>the</strong> financial<br />

data required to be set <strong>for</strong>th <strong>the</strong>rein in relation to <strong>the</strong> basic financial statements taken as a whole.<br />

SYCIP GORRES VELAYO & CO.<br />

Josephine Adrienne A. Abarca<br />

Partner<br />

CPA Certificate No. 92126<br />

SEC Accreditation No. 0466-AR-1 (Group A),<br />

February 11, 2010, valid until February 10, 2013<br />

Tax Identification No. 163-257-145<br />

BIR Accreditation No. 08-001998-61-2009,<br />

June 1, 2009, valid until May <strong>31</strong>, 2012<br />

PTR No. <strong>31</strong>74577, January 2, 2012, Makati City<br />

March 23, 2012<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, 2010, valid until <strong>December</strong> <strong>31</strong>, 2012<br />

SEC Accreditation No. 0012-FR-2 (Group A),<br />

February 4, 2010, valid until February 3, 2013<br />

*SGVMC116501*<br />

A member firm of Ernst & Young Global Limited


I-REMIT, INC.<br />

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

Ortigas Center, Pasig City<br />

SCHEDULE OF RETAINED EARNINGS<br />

AVAILABLE FOR DIVIDEND DECLARATION<br />

DECEMBER <strong>31</strong>, <strong>2011</strong><br />

Unappropriated retained earnings, as adjusted to available <strong>for</strong> dividend<br />

distribution, beginning P=161,219,561<br />

Add: Net income earned during <strong>the</strong> <strong>year</strong><br />

Net income during <strong>the</strong> <strong>year</strong> 55,506,145<br />

Less: Unrealized <strong>for</strong>eign exchange gains - net (except those attributable<br />

to cash and cash equivalents) 1,205,505<br />

Subtotal 54,300,640<br />

Add: Realized income categorized as unrealized in previous <strong>year</strong>s 6,419,981<br />

Net income actually earned during <strong>the</strong> <strong>year</strong> 60,720,621<br />

Less: Dividend declarations during <strong>the</strong> <strong>year</strong> 55,308,800<br />

Treasury shares 12,872,058<br />

Subtotal (7,460,237)<br />

Retained earnings available <strong>for</strong> dividend distribution, ending P=153,759,324<br />

*SGVMC116501*

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