BANKARD, INC. - RCBC Bankard
BANKARD, INC. - RCBC Bankard
BANKARD, INC. - RCBC Bankard
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SEC Number 102165<br />
File Number _______<br />
____________________________<br />
<strong>BANKARD</strong>, <strong>INC</strong>.<br />
____________________________<br />
29 th Floor, Robinsons-Equitable Tower,<br />
#4 ADB Avenue Corner Poveda Street,<br />
Ortigas Center, Pasig City 1605<br />
____________________________________________<br />
Telephone Number: (632) 688 - 1888<br />
_________________________________<br />
Fiscal Year Ending<br />
31 December 2006<br />
_______________________<br />
SEC FORM 17-A<br />
ANNUAL REPORT<br />
___________________________________________________<br />
______________________<br />
31 December 2006<br />
______________________
SECURITIES AND EXCHANGE COMMISSION<br />
SEC FORM 17-A<br />
ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE<br />
AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES<br />
1. For the fiscal year ended 31 December 2006<br />
2. SEC Identification No. 102165 3. BIR Tax Identification No. 000-803-498-000<br />
4. Exact Name of Registrant as specified in its charter: <strong>BANKARD</strong>, <strong>INC</strong>.<br />
5. Philippines 6. [ ] (SEC Use Only)<br />
Province, Country, or other jurisdiction<br />
Industry Identification Code<br />
of incorporation or organization<br />
7. 29 th Floor, Robinsons-Equitable Tower, #4 ADB Avenue Corner Poveda Street, Ortigas Center,<br />
Pasig City 1605 .<br />
Address of principal office<br />
Postal Code<br />
8. (632) 688 - 1888 .<br />
Registrant’s Telephone Number, including area code<br />
9. No change .<br />
Former name, former address, and former fiscal year, if changed since last report<br />
10. Securities registered pursuant to Sections 4 and 8 of the RSA<br />
Title of Each Class<br />
Number of Shares of Common Stock<br />
Outstanding and Amount of Debt Outstanding<br />
Common Stock, P1 par value 311,419,900<br />
11. Are any or all of these securities listed on the Philippine Stock Exchange<br />
Yes [ x ] No [ ]<br />
12. Check whether the registrant:<br />
(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17<br />
thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections<br />
26 and 141 of the Corporation Code of the Philippines during the preceding 12<br />
months (or for shorter period that the registrant was required to file such reports)<br />
Yes [ x ] No [ ]<br />
(b)<br />
has been subject to such filing requirements for the past 90 days<br />
Yes [ x ] No [ ]<br />
13. Aggregate market value of the voting stock held by non-affiliates: P 89,181,680 as of December 31,<br />
2006.<br />
DOCUMENTS <strong>INC</strong>ORPORATED BY REFERENCE<br />
Documents incorporated by reference in any part of this report:<br />
Annual report containing audited financial statements as attached.<br />
______________________________<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A
TABLE OF CONTENTS<br />
PART I<br />
BUSINESS AND GENERAL INFORMATION<br />
Page No.<br />
Item 1 Business 1<br />
Item 2 Properties 9<br />
Item 3 Legal Proceedings 9<br />
Item 4 Submission of Matters to a Vote of Security Holders 9<br />
PART II<br />
OPERATIONAL AND FINANCIAL INFORMATION<br />
Item 5 Market for Issuer’s Common Equity and<br />
Related Stockholders’ Matters 10<br />
Item 6 Management’s Discussion and Analysis or<br />
Plan of Operations 11<br />
Item 7 Financial Statements 18<br />
Item 8 Changes in and Disagreements with Accountants and<br />
Financial Disclosure 18<br />
PART III<br />
CONTROL AND COMPENSATION INFORMATION<br />
Item 9 Directors and Executive Officers of the Registrant 19<br />
Item 10 Executive Compensation 24<br />
Item 11 Security Ownership of Certain Beneficial Owners and<br />
Management 26<br />
Item 12 Certain Relationships and Related Transactions 27<br />
PART IV CORPORATE GOVERNANCE 28<br />
PART V<br />
EXHIBITS AND SCHEDULES<br />
Item 14 a. Exhibits 29<br />
b. Reports on SEC Form 17-C 29<br />
SIGNATURES 30<br />
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES 31<br />
INDEX TO EXHIBITS 86<br />
______________________________<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A
PART I - BUSINESS AND GENERAL INFORMATION<br />
Item 1. BUSINESS<br />
A. Description of Business<br />
1. Business Development<br />
(a) Form and year of organization<br />
<strong>Bankard</strong>, Inc. was organized as a wholly owned subsidiary of PCIBank on 4 December 1981. Initially<br />
named “Philippine Commercial Credit Card, Inc.” (PCCCI), it was set up for the purpose of operating a<br />
domestic credit card business and its full commercial operations commenced in June 1982. On 8 July<br />
1992, PCCCI changed its name to “<strong>Bankard</strong>, Inc.”. On 20 June 1991, Philippine Commercial International<br />
Bank (PCIBank) was granted a license by MasterCard International to issue credit cards in the Philippines<br />
accepted by the MasterCard network of affiliated banks and establishments worldwide. PCIBank<br />
subsequently signed an agreement with <strong>Bankard</strong>, Inc. designating the latter to manage and operate its<br />
PCIBank MasterCard international credit card operations. <strong>Bankard</strong>, Inc. currently has an affiliate member<br />
license from MasterCard, International, Inc., through the principal member license of its new ultimate<br />
parent company, Rizal Commercial Banking Corporation.<br />
In March 1995, <strong>Bankard</strong>, Inc. was publicly listed in the Philippine Stock Exchange, becoming the first<br />
credit card company to be listed in the Philippines, and only the second to achieve this distinction in the<br />
Asia-Pacific region.<br />
In May 1995, Visa International granted <strong>Bankard</strong>, Inc. an associate license to acquire merchant billings and<br />
to issue credit cards carrying the Visa brand through its then parent company PCIBank. <strong>Bankard</strong>’s Visa<br />
associate license was converted to a principal license on 26 September 2000. <strong>Bankard</strong> Inc.’s license with<br />
VISA has been converted back to associate license through Rizal Commercial Banking Corporation when<br />
it acquired its principal license with VISA on 22 December 2005.<br />
In May 1999, Equitable Banking Corporation (EBC), together with EBC Investments, Inc. acquired 38%<br />
of Philippine Commercial International Bank, Inc. (PCIBank) common shares, the then parent company of<br />
<strong>Bankard</strong>, Inc.<br />
On 24 May 2000 a Sale and Purchase Agreement (SPA) was executed between <strong>RCBC</strong> Capital Corporation<br />
(Buyer) and Equitable PCI Bank (Seller) wherein the former bought 67% interest of the latter and its<br />
affiliates in <strong>Bankard</strong>, Inc. under certain terms and conditions which were fulfilled to the satisfaction of<br />
both Buyer and Sellers except for certain suspensive conditions which were only deemed fulfilled on<br />
December 29, 2000, as provided in the SPA.<br />
On 01 May 2001, <strong>Bankard</strong>, Inc. was authorized by JCB International Co., Ltd to issue JCB cards and to<br />
enter into agreements with Merchants.<br />
On 31 May 2001, a Deed of Sale was signed between <strong>Bankard</strong>, Inc. and Rizal Commercial Banking<br />
Corporation (<strong>RCBC</strong>) whereby <strong>Bankard</strong>, Inc. bought/purchased all of the assets, and assumed all liabilities<br />
of the <strong>RCBC</strong> Credit Card Division at net asset value. <strong>Bankard</strong>, Inc.’s purchase of the <strong>RCBC</strong> Credit Card<br />
portfolio is consistent with <strong>RCBC</strong>’s decision to consolidate its credit card business to save on costs and<br />
avoid duplication as a result of the acquisition of the controlling interest by <strong>RCBC</strong> Capital Corporation<br />
(<strong>RCBC</strong> Capital) in the company. <strong>RCBC</strong> Capital is a wholly-owned investment house subsidiary of <strong>RCBC</strong>.<br />
Effective 01 June 2001, the books of <strong>RCBC</strong> Card Division and <strong>Bankard</strong>, Inc. were consolidated.<br />
On 29 December 2006, sale of substantially all assets to <strong>RCBC</strong> was consummated. Subsequently, <strong>Bankard</strong><br />
entered into a Service Agreement to manage the credit card business of <strong>RCBC</strong>.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 1
(b) Any bankruptcy, receivership or similar proceeding?<br />
None.<br />
(c) Any material reclassification, merger, consolidation, or purchase or sale of a significant amount<br />
of assets not in the ordinary course of business?<br />
Sale of substantially all assets of the Company to Rizal Commercial Banking Corporation (<strong>RCBC</strong>) on<br />
29 December 2006.<br />
2. Business of Issuer<br />
(a) Description of Registrant<br />
(i) Principal Products or Services<br />
Products<br />
<strong>Bankard</strong>, Inc. issued the following brands of credit cards in the year 2006 and continues to issue the same<br />
for the account of <strong>RCBC</strong> under the Services Agreement:<br />
<strong>Bankard</strong> MasterCard Classic and Gold<br />
<strong>Bankard</strong> MasterCard is accepted in over 23 million establishments in over 275 countries. <strong>Bankard</strong><br />
MasterCard provides cardholders with financial flexibility and unsurpassed acceptance. Cardholders can<br />
use it abroad to charge items in any currency and then enjoy the convenience of paying their outstanding<br />
balance in pesos. A Classic and Gold MasterCard Dollar card is still being serviced (although no longer<br />
being actively marketed) for cardholders who desire to be billed in dollars.<br />
<strong>Bankard</strong> Visa Classic and Gold<br />
<strong>Bankard</strong> Visa is accepted in more than 21 million establishments. Like the MasterCard brand, it allows<br />
cardholders to charge in various currencies abroad and then pay in pesos when they get back home.<br />
<strong>Bankard</strong> JCB Standard and Premiere<br />
<strong>Bankard</strong> JCB has a merchant network of 7.28 million and worldwide acceptance in over 167 countries.<br />
<strong>Bankard</strong> JCB specializes in a wide range of travel and entertainment services. When abroad, cardholders<br />
can visit any JCB Plaza, Airport Service Desk and Lounge for information on local area merchants,<br />
reservation service for hotels, rent-a-car or limousine service, and other travel convenience-related<br />
services.<br />
myDream JCB<br />
myDream JCB, which was launched in April 2003, is <strong>Bankard</strong>’s no-frills, straight-talking, easy-to-pay,<br />
low-interest credit card. A breakthrough product, myDream JCB is <strong>Bankard</strong>’s price card which offers the<br />
lowest annual fee of P800 among all international card brands and the lowest effective revolving interest<br />
rate of 2.75% a month. myDream JCB is also accepted for PEP installment at effective monthly installment<br />
rates as low as 1.75% per month for 3 months, 2% per month for 6 months, 2.25% per month for 12<br />
months, 2.50% per month for 18 months and 2.75% per month for 24 months.<br />
The Black Card, the <strong>Bankard</strong> Platinum MasterCard<br />
The year 2006 saw the launch of the Black Card, <strong>Bankard</strong>’s Platinum MasterCard which took the place of<br />
the Presidential MasterCard issued to select cardholders only. Maintaining the same high standards and<br />
selective criteria for membership, the premium Black Card makes available to its highly esteemed circle of<br />
Platinum members world-class privileges and benefits which include: high credit limit; two currency<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 2
option with peso and dollar payment facility; FREE Insurance Coverage for Life and Personal Accident,<br />
Travel Protection and Travel Inconvenience; FREE-FOR-LIFE 1 st Supplementary card; automatic waiver<br />
of annual membership fee upon card renewal if the cardholder charges at least P500,000 accumulated<br />
purchases within a year; cash advance of as much as 50% of the credit limit; an annual summary of the<br />
total year’s spending using the card to help the cardholder manage his funds better; emergency card<br />
replacement through MasterCard Global Service anytime, anywhere the cardholder travels and access to<br />
www.mastercardmoments.com, a monthly newsletter that brings to Platinum cardholders the various offers<br />
and benefits exclusively available to them.<br />
Other Product Features and Services<br />
<strong>Bankard</strong> Infinite Rewards<br />
<strong>Bankard</strong> Infinite Rewards, which is available only to holders of <strong>Bankard</strong> MasterCard, <strong>Bankard</strong> Visa,<br />
<strong>Bankard</strong> JCB, and the Black Card allows cardholders to earn one (1) Rewards point for every P25 they<br />
charge to their card. These points are accumulated and can be redeemed thru Rewards vouchers which can<br />
be exchanged for gift checks from Robinsons, ShoeMart or Rustan’s Department Stores or used directly as<br />
payment for goods and services from participating merchants. Additionally, rewards points can be applied<br />
as payment for cardholders’ succeeding year’s annual fees or used to purchase travel packages from Pan<br />
Malayan Travel or to pay insurance premiums from Malayan Insurance. <strong>Bankard</strong> Infinite Rewards is the<br />
first non-catalog rewards program which allows cardholders to choose the rewards items they want.<br />
<strong>Bankard</strong> Pay Easy Plan (PEP) Installment Program<br />
The PEP Installment Program offers cardholders convenience by allowing them to pay for purchases on<br />
installment. Below are the various terms with their respective low effective interest rates:<br />
Balance Conversion<br />
TERM<br />
EFFECTIVE INSTALLMENT INTEREST RATES<br />
MasterCard, Visa<br />
myDream JCB<br />
& JCB<br />
3 months 3.00% 1.75%<br />
6 months 3.25% 2.00%<br />
9 months 3.25% Not available<br />
12 months 3.30% 2.25%<br />
18 months 3.75% 2.50%<br />
24 months 4.00% 2.75%<br />
30 months 4.25% Not available<br />
36 months 4.50% Not available<br />
A feature of the PEP Installment program, balance conversion allows cardholders to convert their retail<br />
purchases or upcoming retail transactions to installment using the regular PEP installment rates listed<br />
on the table above just by calling <strong>Bankard</strong> Customer Service at 888-1-888 (for <strong>Bankard</strong> MasterCard, Visa<br />
or regular JCB cardholders); 24/7 Black Card Concierge Service at 888-1883 (for Black Card cardholders),<br />
or the myDream JCB Customer Hotline at 888-1818 (for myDream JCB cardholders).<br />
Balance Transfer (BT)<br />
Balance Transfer, which is offered to all <strong>Bankard</strong> cardholders in good standing, allows them to transfer<br />
their outstanding balances from their non-<strong>Bankard</strong> credit cards to their <strong>Bankard</strong> or myDream JCB cards<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 3
either on straight payment mode (using the regular monthly interest rate) or on PEP Installment using the<br />
following installment interest rates just by calling <strong>Bankard</strong> Customer Service at 888-1-888 (for <strong>Bankard</strong><br />
MasterCard, Visa or regular JCB cardholders), 24/7 Black Card Concierge Service at 888-1883 (for Black<br />
Card cardholders), or the myDream JCB Customer Hotline at 888-1818 (for myDream JCB cardholders).<br />
BALANCE TRANSFER EFFECTIVE INSTALLMENT RATES<br />
TERM<br />
Reduced Interest Rates<br />
myDream JCB<br />
for MasterCard,<br />
Visa & JCB<br />
3 months 2.50% per month 1.75% per month<br />
6 months 2.50% per month 2.00% per month<br />
9 months 2.75% per month Not available<br />
12 months 2.75% per month 2.25% per month<br />
18 months 3.00% per month 2.50% per month<br />
24 months 3.50% per month 2.75% per month<br />
<strong>Bankard</strong>’s Interactive Voice Response System (IVRS)<br />
<strong>Bankard</strong>’s 24-hour, state-of-the-art IVRS gives cardholders a more convenient way to access information<br />
and services pertaining to their account such as available credit line, account balance, fax copies of their<br />
latest Statement of Account and the latest card promos and features.<br />
Through the IVRS, cardholders can call <strong>Bankard</strong> anywhere from over 20 countries just by dialing +8000-<br />
<strong>BANKARD</strong> (where “+” is the country access code). When in the Philippines but outside of Metro Manila,<br />
they can call <strong>Bankard</strong> at 1-800-10-888-1888 using PLDT NDD access for information pertaining to<br />
<strong>Bankard</strong> MasterCard, Visa or JCB, 1-800-10-888-1883 for information pertaining to the Black Card, or 1-<br />
800-10-888-1818 for information regarding myDream JCB. Within Metro Manila, cardholders of <strong>Bankard</strong><br />
MasterCard, Visa or JCB can call <strong>Bankard</strong> Customer Service via 888-1-888; Black Card cardholders via<br />
888-1883 and myDream JCB cardholders via 888-1818.<br />
<strong>Bankard</strong> Website<br />
<strong>Bankard</strong>’s marketing website at www.<strong>Bankard</strong>.com was launched in October 2003. Among its flagship<br />
features are the following state-of-the-art e-services: (1) an online Statement of Account Viewing facility<br />
that lets cardholders view their statements for the past two years; (2) an online payment facility powered by<br />
BancNet which allows cardholders with ATM accounts to pay their credit card dues via the Internet; (3)<br />
interactive and downloadable application forms for all card brands as well as a balance transfer request<br />
form and the latest updates on the newest card features and benefits; (4) online enrolment to the <strong>Bankard</strong> e-<br />
Statement Via E-mail Service and various other services like an online PEP Installment calculator.<br />
<strong>Bankard</strong> e-Statement Via E-Mail Service<br />
<strong>Bankard</strong>’s e-Statement Via E-mail Service allows cardholders to have their monthly Statements of Account<br />
delivered directly to their own email addresses thereby eliminating the problem of late receipt of monthly<br />
statements. Enrolment in this service is done through the <strong>Bankard</strong> website or by calling <strong>Bankard</strong> Customer<br />
Service (for <strong>Bankard</strong> MasterCard, Visa and regular JCB cardholders), 24/7 Black Card Concierge Service<br />
at 888-1883 (for Black Card cardholders) or the myDream JCB Customer Hotline (for myDream JCB<br />
cardholders). Cardholders who enroll in this facility will no longer receive their printed statements.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 4
Fees and Charges<br />
I. Annual Membership Fees<br />
Card Brand Principal Extension<br />
<strong>Bankard</strong> MasterCard (peso)<br />
Gold<br />
Classic<br />
<strong>Bankard</strong> MasterCard (dollar)<br />
Gold<br />
Classic<br />
<strong>Bankard</strong> JCB<br />
Premiere<br />
Standard<br />
P3,000<br />
1,500<br />
$ 100<br />
50<br />
P3,000<br />
1,500<br />
P1,500<br />
750<br />
$ 50<br />
25<br />
P1,500<br />
750<br />
<strong>Bankard</strong> Visa<br />
Gold<br />
Classic<br />
P3,000<br />
1,500<br />
P1,500<br />
750<br />
Black Card (peso) P3,600 P1,800<br />
Black Card (dollar) $ 100 $ 50<br />
myDream JCB P 800 P 400<br />
II. Other Fees<br />
Interest<br />
Rate Per<br />
Month<br />
Lost Card<br />
Replacement<br />
Fee<br />
Reactivation<br />
Fee<br />
Cash<br />
Advance<br />
Fee<br />
Late Payment Fee<br />
<strong>Bankard</strong><br />
MasterCard /<br />
<strong>Bankard</strong> Visa/<br />
<strong>Bankard</strong><br />
JCB/Black<br />
Card<br />
<strong>Bankard</strong><br />
MasterCard/<br />
Black Card<br />
($ billings )<br />
3.5 % P500.00 P300.00 5% or<br />
P100.00<br />
whichever<br />
is higher<br />
3.5 % $10.00 P300.00 5% or<br />
P100.00<br />
whichever<br />
is higher<br />
7% of unpaid<br />
minimum payment<br />
due or P200.00<br />
whichever is higher<br />
7% of previous unpaid<br />
minimum payment<br />
due or US $ 5.00<br />
whichever is higher<br />
myDream JCB 2.75 % P500.00 P300.00 5% or<br />
P100.00<br />
whichever<br />
is higher<br />
7% of unpaid<br />
minimum payment<br />
due or P200.00<br />
whichever is higher<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 5
Target Market/Segments of Business<br />
<strong>Bankard</strong>’s prime target is composed of individuals in the 25 to 55 age bracket, generally married and<br />
coming from the A, B and Upper C economic classes, mainly coming from Metro Manila and key<br />
provincial cities.<br />
As of December 31, 2006, the Company has been engaged only in credit card operations and does not have<br />
any other reportable segment where income is generated.<br />
Accredited Establishments<br />
As of December 2006, <strong>Bankard</strong>’s merchant discounting business had 499 accredited establishments which<br />
honor MasterCard, JCB, Visa and myDream JCB. However, <strong>Bankard</strong>’s credit cards are accepted in all<br />
merchants bearing the Mastercard, Visa or JCB logos, as the case may be.<br />
(ii) Foreign Sales<br />
None.<br />
(iii) Distribution methods of the products or services<br />
New cardholders are acquired through solicitation by direct sales agents, referrals by <strong>RCBC</strong> & <strong>RCBC</strong><br />
Savings Bank branches, and through direct marketing and telemarketing. Issued cards are delivered<br />
through couriers. Cards are used by clients at accredited merchants, locally and internationally. Customer<br />
Service is largely through telephone using our call center or through mail/fax communications. Card<br />
payments are through various accredited banks’ branches, ATMs, online via the Internet and other select<br />
payment centers.<br />
(iv) Status of any publicly-announced new product or service<br />
The year 2006 saw the launch of the Black Card, <strong>Bankard</strong>’s Platinum MasterCard which took the place of<br />
the Presidential MasterCard issued to select cardholders only. Maintaining the same high standards and<br />
selective criteria for membership, the premium Black Card makes available to its highly esteemed circle of<br />
Platinum members world-class privileges and benefits which include: high credit limit; two currency<br />
option with peso and dollar payment facility; FREE Insurance Coverage for Life and Personal Accident,<br />
Travel Protection and Travel Inconvenience; FREE-FOR-LIFE 1 st Supplementary card; automatic waiver<br />
of annual membership fee upon card renewal if the cardholder charges at least P500,000 accumulated<br />
purchases within a year; cash advance of as much as 50% of the credit limit; an annual summary of the<br />
total year’s spending using the card to help the cardholder manage his funds better; emergency card<br />
replacement through MasterCard Global Service anytime, anywhere the cardholder travels and access to<br />
www.mastercardmoments.com, a monthly newsletter that brings to Platinum cardholders the various offers<br />
and benefits exclusively available to them.<br />
.<br />
(v) Competition<br />
<strong>RCBC</strong>’s credit card business being managed by <strong>Bankard</strong>, has the following principal competitors:<br />
Citibank, Hongkong & Shanghai Bank, Bank of the Philippine Island, Metrobank Card Corp., Equitable<br />
Card Network, AIG, Banco De Oro, Security Bank Card and Standard Chartered Bank. Based on the<br />
quarterly survey of the Credit Card Association of the Philippines (CCAP), total cards-in-force and billings<br />
of these companies as of December 31, 2006 are indicated below:<br />
Cards-in-Force (000) Billings (P M)<br />
Citibank 1,101 66,196<br />
Hongkong Shanghai Bank 816 29,633<br />
BPI 818 27,367<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 6
Metrobank Card Corp. 745 26,285<br />
Equitable Card 517 18,700<br />
<strong>Bankard</strong> 327 7,521<br />
AIG 208 6,879<br />
Banco De Oro 241 6,515<br />
Security Bank Card 195 5,223<br />
Standard Chartered Bank 166 5,036<br />
(vi)<br />
Disclose dependencies on single or limited number of suppliers for essential raw materials,<br />
energy or other items<br />
<strong>Bankard</strong> consolidates its purchasing requirements for hardware, software and various supplies with other<br />
members of the Yuchengco Group of Companies through the House of Investments which acts as a central<br />
purchasing agent.<br />
(vii) Disclose dependencies on single customer<br />
At present, <strong>Bankard</strong> services the credit card business of Rizal Commercial Banking Corporation (<strong>RCBC</strong>).<br />
Other revenue sources are being explored for diversification.<br />
(viii) Transactions with and/or dependence on related parties<br />
Refer to note 15 of the Audited Financial Statements.<br />
(ix) Summarize principal terms & expiration dates of all patents, trademarks, copyrights, licenses,<br />
franchises, concessions & royalty agreements<br />
<strong>Bankard</strong> acquired its affiliate member license from MasterCard International through the principal member<br />
license of its ultimate parent company Rizal Commercial Banking Corporation. In May 1995, Visa<br />
International granted the Company license to acquire merchant billings and issue credit cards carrying the<br />
Visa brand. On May 1, 2001, <strong>Bankard</strong> was authorized by JCB International Co., Ltd. to issue JCB cards<br />
and to enter into agreements with merchants.<br />
<strong>Bankard</strong> is obliged to operate under strict compliance with MasterCard, Visa & JCB International’s<br />
(Associations) by-laws and rules. As member, the Company is required to pay the joining fees and other<br />
fees as may be established from time to time by their Board of Directors.<br />
A member ceases to become a member either voluntarily or involuntarily when it is in violation of the rules<br />
of the Associations.<br />
(x) Need for any government approval of principal products or services<br />
There are no principal products or services that need government approval.<br />
(xi)<br />
Effect of existing or probable government regulations on the business<br />
• Refer to discussion of BSP Circular 398 and its impact on the Company’s financial<br />
statements in Note 5 of the Audited Financial Statements. With the sale of substantially<br />
all its assets to <strong>RCBC</strong>, this BSP Circular ceased to impact <strong>Bankard</strong> effective the date of<br />
sale.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 7
(xii)<br />
Indicate amount spent on research & development<br />
In 2006, <strong>Bankard</strong> incurred capital expenditures of P8.7 million for hardware & software and to develop<br />
functionalities and service offerings.<br />
(xiii)<br />
Cost & effects of compliance with environmental laws<br />
Not applicable<br />
(xiv)<br />
State the number of the registrant’s present employees<br />
Employees<br />
<strong>Bankard</strong>, Inc. had 248 permanent employees as of December 31, 2006. The employee population is<br />
composed of 156 Officers and 89 rank and file personnel. Of the total rank and file personnel, 17<br />
employees belong to the Non Collective Bargaining Units (Non CBU). Notwithstanding non-membership<br />
in the Collective Bargaining Units (CBU), these 17 employees are able to avail themselves of the benefits<br />
granted by the CBA.<br />
All of the Non-Collective Bargaining Units (Non-CBU) personnel are from the Human Resources Group<br />
(inclusive of all Executive Assistants), General Services Department, Information Technology Group, all<br />
probationary employees and all level 5 employees prior to April 01, 1997.<br />
(xv)<br />
Discuss the major risk/s involved in each of the businesses of the company. Include a disclosure<br />
of the procedures being undertaken to identify, assess & manage such risks<br />
<strong>Bankard</strong>’s main business is managing the credit card business of <strong>RCBC</strong>. The performance of the said<br />
business is therefore, the primary concern. The major risk faced by <strong>Bankard</strong> is credit risk which is<br />
influenced to a great extent by the quality of the portfolio it manages. Having a good portfolio translates to<br />
manageable credit losses.<br />
Efforts centered mainly on further improving portfolio management capabilities, translating to significant<br />
improvements in credit quality /lower delinquencies and lower losses from our credit card issuing business.<br />
The delinquency levels of <strong>Bankard</strong> continued to decline in 2006, particularly the 30-179 days past due<br />
portfolio. From a high of 22% in February 2004, 30-179 days delinquency went down significantly to<br />
11.36% in December 2006 and further down to 10.9 % in March 2007. The Company expects this<br />
favorable trend to continue in 2007.<br />
(b) Additional Requirements as to Certain Issues or Issuers<br />
None.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 8
Item 2. DESCRIPTION OF PROPERTY<br />
<strong>Bankard</strong> moved its operations in April 1999 to the 29 th Floor, Robinson’s Equitable Tower, ADB Avenue<br />
corner Poveda Street, Ortigas Center, Pasig City. <strong>Bankard</strong> owned the 29 th , 30 th and 31 st floors until its sale<br />
to <strong>RCBC</strong> at the end of 2006.<br />
<strong>Bankard</strong> continues to occupy the said property as part of the condition of the Services Agreement.<br />
Item 3. LEGAL PROCEEDINGS<br />
Please refer to note 18 of the Audited Financial Statements.<br />
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS<br />
None was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security<br />
holders.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 9
PART II – OPERATIONAL AND FINANCIAL INFORMATION<br />
Item 5. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND<br />
RELATED STOCKHOLDERS’ MATTERS<br />
1. Market Information<br />
<strong>Bankard</strong>, Inc.’s shares of stock are being traded at the Philippine Stock Exchange under Banks and<br />
Financial Institutions and classified as Financials.<br />
Stock Prices<br />
2007<br />
2006<br />
2005<br />
2004<br />
2. Holders<br />
High<br />
Low<br />
First Quarter P .71 P .71<br />
First Quarter P .90 P .89<br />
Second Quarter .83 .78<br />
Third Quarter .64 .64<br />
Fourth Quarter .80 .78<br />
First Quarter P .98 P .98<br />
Second Quarter .72 .72<br />
Third Quarter .75 .75<br />
Fourth Quarter .77 .77<br />
First Quarter P 1.00 P 1.00<br />
Second Quarter .92 .92<br />
Third Quarter .93 .93<br />
Fourth Quarter .95 .95<br />
The number of stockholders of record as of 28 February 2007 was 852. Common shares outstanding as of<br />
this date were 311,419,900.<br />
Top twenty stockholders as of 28 February 2007:<br />
Name<br />
Title of No. of Shares % to Total<br />
Class Held<br />
1 PCD Nominee Corporation #350053646 Common 170,232,256 54.66<br />
2 <strong>RCBC</strong> Securities, Inc. Common 73,000,000 23.44<br />
3 PCD Nominee Corporation #350053824 Common 34,284,534 11.00<br />
4 <strong>RCBC</strong> Capital Corporation Common 25,236,200 8.10<br />
5 Christopher Chua Common 500,000 .16<br />
6 Nancy Saw Common 400,000 .13<br />
7 Fortune Guarantee & Ins. Corp. Common 246,000 .08<br />
8 Fortune Life & General Ins. Co., Inc. Common 239,000 .08<br />
9 Francisco Ortigas Sec., Inc. A/C #9288 Common 198,000 .06<br />
10 Jardine CMG Life Common 146,000 .05<br />
11 Knights of Columbus Fraternal<br />
Common 130,000 .04<br />
Association of the Phils. Inc.<br />
12 Virgilio B. Baello Common 120,000 .04<br />
13 Ma. Teresita Batara &/or Anita Batara Common 104,000 .03<br />
14 Phillip Kua Common 102,000 .03<br />
15 Elaine L. Lao Common 100,000 .03<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 10
16 AMA Rural Bank of Mandaluyong, Inc. Common 100,000 .03<br />
17 Yu Ke Ping Common 100,000 .03<br />
18 Ernesto B. Salazar Common 100,000 .03<br />
19 Ric Castaneda &/or Hector Uy Common 100,000 .03<br />
20 Calvin C. Chua Common 100,000 .03<br />
3. Dividends<br />
No dividends were declared during the year 2006.<br />
4. Recent Sales of Unregistered or Exempt Securities, Including Recent Issuance of Securities<br />
Constituting an Exempt Transaction<br />
None.<br />
Item 6. MANAGEMENTS’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION<br />
OR PLAN OF OPERATION<br />
♦<br />
Cards-In-Force<br />
2004 2005 2006<br />
MasterCard 163,820 159,580 163,349<br />
Visa 82,583 80,251 76,717<br />
JCB 29,323 23,697 19,897<br />
myDream JCB 48,068 56,166 66,668<br />
<strong>Bankard</strong> MF1/PL 1,063 865 841<br />
<strong>Bankard</strong> One 183 8 5<br />
Total 325,040 320,567 327,477<br />
♦<br />
Billings (in P millions)<br />
2004 2005 2006<br />
Total All Brands 6,444 7,040 7,521<br />
♦<br />
Comparative Statement of Income<br />
2004 2005 2006<br />
REVENUES<br />
Finance charges 1,499,784,991 1,414,322,055 1,346,665,623<br />
Membership fees 288,128,963 256,323,805 227,474,924<br />
Late Payment fees 126,732,190 111,164,560 92,856,714<br />
Merchant discounts – net 102,126,186 173,276,313 234,319,533<br />
Interchange fees 76,265,041 81,356,310 88,781,146<br />
Other revenues 48,193,056 37,790,264 27,533,287<br />
Total 2,141,230,427 2,074,233,307 2,017,631,227<br />
COST & EXPENSES<br />
Losses on doubtful 1,323,280,760 921,916,673 978,827,888<br />
accounts<br />
Interest & other financing 811,666,513 876,085,911 656,503,749<br />
charges<br />
Other operating expense 854,049,512 889,726,253 957,854,824<br />
Total 2,988,996,785 2,687,728,837 2,593,186,461<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 11
Income/(Loss) before (847,766,358) (613,495,530) (575,555,234)<br />
income tax<br />
Income tax<br />
(270,359,783) (191,110,025) 22,060,078<br />
expense/(benefit)<br />
Net income/(Loss) (577,406,575) (422,385,505) (597,615,312)<br />
Earnings/(Loss) per share (1.85) (1.36) (1.92)<br />
♦<br />
Comparative Balance Sheet<br />
2004 2005 2006<br />
CURRENT ASSETS<br />
Cash and cash equivalents 435,710,566 377,212,245 346,763,977<br />
Credit card and other<br />
3,448,300,126 3,290,189,448 50,699,279<br />
receivables – net<br />
Prepayments and other current 33,442,883 26,682,887 3,485,396<br />
assets<br />
NON-CURRENT ASSETS<br />
Deferred tax assets 309,959,110 516,416,422 518,325,035<br />
CURRENT LIABILITIES<br />
Interest-bearing loans 2,697,060,400 2,369,060,000 -<br />
Cardholders’ credit balances,<br />
trade and other payables 1,380,752,566 1,936,152,982 268,177,953<br />
Income tax payable 8,347,810 5,692,955 -<br />
Other current liabilities 5,301,646 8,785,971 837,282<br />
♦<br />
Key Performance Indicators<br />
2004 2005 2006<br />
Return on Assets (%) 1/ (10.6) (7.9) (11.1)<br />
Return on Equity (%) 2/ (112.9) (151.3) (87.7)<br />
Non-Performing Loan Ratio (%) 3/<br />
(Delinquency) 30 – 179 dpd<br />
15.2 12.9 11.4<br />
1/ Return on assets (ROA) was computed based on the ratio of net income/(net loss) to average assets.<br />
2/<br />
Return on equity (ROE) was computed based on the ratio of net income/(net loss) to average equity.<br />
3/ Non-performing loans (NPL) ratio Delinquency 30-179 dpd was the sum of 30-179 days past due over current to<br />
179 dpd.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 12
2004<br />
♦<br />
♦<br />
♦<br />
♦<br />
♦<br />
<strong>Bankard</strong> ended the year 2004 with a net loss of P577 million translating to a net loss per share of P<br />
(1.85). In 2003, the Company reported a net income of P87 million translating to a net income per<br />
share of P0.27. These two sets of figures are not comparable in that the 2004 numbers reflect the full<br />
impact of <strong>Bankard</strong>’s shift to more conservative revenue recognition and provisioning practices that are<br />
consistent with the provisions of BSP Circular 398. The effects of these more conservative accounting<br />
practices are in the reduction in finance charges by 18.1% or P331.7 million and in the significant<br />
increase in losses for doubtful accounts by P462 million or 53.6% higher vs 2003.<br />
Funding costs were 13.9% higher in 2004 versus 2003, or by P98.8 million mainly because of higher<br />
interest rates ranging from 11% to 14.5% in 2004 vs 7% to 13% in 2003 for peso loans.<br />
Operating expense (excluding funding costs, provisions for doubtful accounts and business taxes)<br />
amounted to P738 million, lower by P90.4 million or 10.9% vs 2003.<br />
The Company’s diversification into card-not-present, m-commerce and e-commerce merchant<br />
acquiring combined with selective card-present acquiring, are generating new fee income that are<br />
expected to contribute significantly to turning <strong>Bankard</strong>’s profit picture around. 2004 net merchant<br />
discounts reached P102.1 million, a growth of +115.4% or P54.7 million vs. 2003. Expected continued<br />
growth of merchant acquiring, combined with new initiatives in the arena of prepaid or debit cards,<br />
should further build our fee-based businesses and develop lower cost funding sources for the<br />
company.<br />
In 2004, <strong>Bankard</strong> incurred capital expenditures of P 9.8 million for hardware & software to develop<br />
additional functionalities and service offerings.<br />
♦ In 2004, there is no expected purchase or sale of plant and significant equipment.<br />
♦ <strong>Bankard</strong>, Inc. had 283 permanent employees and 8 probationary employees as of December 31, 2004.<br />
The employee population is composed of 170 Officers and 121 rank and file personnel. Of the total<br />
rank and file personnel, 26 employees belong to the Non Collective Bargaining Units (Non CBU).<br />
Notwithstanding non-membership in the Collective Bargaining Units (CBU), these 26 employees are<br />
able to avail themselves of the benefits granted by the CBA. There are no expected significant<br />
changes in the number of employees.<br />
♦<br />
♦<br />
♦<br />
<strong>Bankard</strong>’s, reported total assets in 2004 amounted to P4,601 million, lower by P795.4 million or<br />
14.7% vs 2003 on account of lower credit card and other receivables. The decline in credit card and<br />
other receivables in 2004 is a result of higher allowance for doubtful accounts which was reported at<br />
P1,513 million in 2004 vs P219 million in 2003. This declining trend continues in the 2005 as <strong>Bankard</strong><br />
reports total receivables of P 3,290 million. Again, such decline is brought about by higher allowance<br />
for doubtful accounts. The 2004 year-end changes in credit card and other receivables are discussed<br />
more fully in note 5 of the audited financial statements.<br />
Meanwhile, cash and cash equivalents followed an opposite trend as it grew to P435 million in<br />
December 2004, 845% higher than 2003. This is mainly because of higher payables to merchants<br />
arising from higher acquiring volumes.<br />
Deferred tax assets in 2004 amounted to P310 million basically due to higher provisions for credit<br />
losses.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 13
♦<br />
♦<br />
♦<br />
Outstanding loans as of 31 December 2004 were P 2,697,060,400. Breakdown as follows:<br />
Dec. 31, 2004<br />
Rizal Commercial Banking Corporation (<strong>RCBC</strong>) P 2,377,340,000<br />
Easwest Bank 221,720,400<br />
Banco de Oro 98,000,000<br />
Total P 2,697,060,400<br />
There are no events that will trigger direct or contingent financial obligation that is material to the<br />
company, including any default or acceleration of an obligation.<br />
There are no material off-balance sheet transactions, arrangements, obligations and other relationships<br />
of the company with unconsolidated entities or other persons created during the reporting period.<br />
♦ There are no material commitments for capital expenditures as of 31 December 2004.<br />
♦<br />
The company has budgetted P75.6 million for capital expenditures for full-year 2005 to improve<br />
productivity and to enhance operating system.<br />
There is nothing else to disclose with respect to demands, trends events or uncertainties that will result<br />
in or reasonably likely to result in the decrease or increase of the company's liquidity. The business<br />
has been able to meet its liquidity requirements in 2004 despite incurring losses and shall continue to<br />
meet its funding requirements in 2005 through the combination of cash generated by its core business,<br />
fee-based revenues, bank borrowings, higher level of payable to merchants and sale of receivables.<br />
<strong>Bankard</strong> will continue to be able to meet its financial and trade obligations.<br />
2005<br />
In 2005, <strong>Bankard</strong> reported a net loss of Php 422.4 million which translated to a loss per share of<br />
Php1.36. This is an improvement over 2004 during which <strong>Bankard</strong> reported a net loss of Php577.4<br />
million or a loss per share of P1.85. Both years continued to reflect the full impact of the shift to<br />
revenue recognition and provisioning practices that are consistent with BSP Circular 398 (the effect of<br />
the implementation of this circular are more fully discussed in Note 5 of the Financial Statements).<br />
The net loss reported in 2005 has reduced <strong>Bankard</strong>’s total equity to Php 279.2 million (inclusive of<br />
<strong>RCBC</strong> Capital’s deposit on future stock subscription amounting to Php 190.5 million, and discussed<br />
fully in Note 16.1 of the Financial Statements) from 2004’s Php 511.5 million. The company has a<br />
pending application in the Philippine Stock Exchange for a Stock Rights Offering covering a total of<br />
262 million common shares at Php1.00 per share.<br />
Our diversification into card-not-present, m-commerce and e-commerce merchant acquiring<br />
significantly improved our net merchant discounts revenues to Php173.3 million from Php102.1<br />
million in 2004.<br />
On the other end of the spectrum, with tighter operations and cost controls, our operating expenses<br />
were contained at a minimal 3% increase over 2004.<br />
Equally important is the continuous improvement of service processes which resulted to sustained high<br />
levels of customer satisfaction. Overall customer satisfaction based on quarterly contactor surveys was<br />
maintained at 87%. The sustained improvements in service levels translated to increased total billings<br />
of <strong>Bankard</strong> holders to Php 7.040 billion vs. Php 6.422 billion in 2004.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 14
Losses on doubtful accounts increased by P87 million as a result of the booking of a higher amount of<br />
the unbooked provisions required by the BSP. The amount required for booking in 2006 is Php 648<br />
million from Php 180 million in 2005.<br />
♦<br />
♦<br />
In 2005, <strong>Bankard</strong> incurred capital expenditures of P11.1 million for hardware & software to develop<br />
additional functionalities and service offerings.<br />
The <strong>Bankard</strong> Board of Directors has approved the proposed sale of all or substantially all of the assets<br />
of the Corporation to a third party.<br />
♦ <strong>Bankard</strong>, Inc. had 274 permanent employees and 7 probationary employees as of December 31, 2005.<br />
The employee population is composed of 186 Officers and 95 rank and file personnel. Of the total<br />
rank and file personnel, 25 employees belong to the Non Collective Bargaining Units (Non CBU).<br />
Notwithstanding non-membership in the Collective Bargaining Units (CBU), these 25 employees are<br />
able to avail themselves of the benefits granted by the CBA. There are no expected significant<br />
changes in the number of employees.<br />
♦<br />
♦<br />
♦<br />
♦<br />
♦<br />
♦<br />
<strong>Bankard</strong>’s reported total assets in 2005 amounted to P4,609 million, lower by P6 million vs 2004. The<br />
decline in credit card and other receivables is a result of higher allowance for doubtful accounts which<br />
was reported at P2,433 million in 2005 vs P1,513 million in 2004. The 2005 year-end changes in<br />
credit card and other receivables are discussed more fully in note 5 of the audited financial statements.<br />
Meanwhile, cash and cash equivalents amounted to P377 million in December 2005, 13% lower than<br />
2004. This is mainly because of payment of interest bearing loans.<br />
Deferred tax assets in 2005 amounted to P516 million basically due to higher provisions for credit<br />
losses.<br />
Outstanding loans to Rizal Commercial Banking Corporation as of December 31, 2005 and September<br />
30, 2006 were P 2,369,060,000 and P 2,366,250,000 respectively.<br />
In separate letters from the Bangko Sentral ng Pilipinas (BSP), <strong>Bankard</strong> has been instructed to stop<br />
selling its Accounts Receivable and to discontinue its Advance Payment Program. <strong>Bankard</strong> has<br />
written BSP to request for a reasonable time within which to unwind these transactions. BSP has<br />
given <strong>Bankard</strong> six months to comply with its instruction covering the Advance Payment Program.<br />
<strong>Bankard</strong> has been funding its working capital requirements from the said sources.<br />
There are no material off-balance sheet transactions, arrangements, obligations and other relationships<br />
of the company with unconsolidated entities or other persons created during the reporting period.<br />
♦ There are no material commitments for capital expenditures as of December 31, 2005.<br />
♦<br />
The company has budgetted P30 million for capital expenditures for full-year 2006 to improve<br />
productivity and to enhance operating system.<br />
Aside from note 5 to the Audited Financial Statements, there is nothing else to disclose with respect to<br />
demands, trends events or uncertainties that will result in or reasonably likely to result in the decrease or<br />
increase of the company's liquidity. The business has been able to meet its liquidity requirements in 2005<br />
despite incurring losses and shall continue to meet its funding requirements in 2006 through the<br />
combination of cash generated by its core business, fee-based revenues, bank borrowings, and sale of<br />
receivables. <strong>Bankard</strong> will continue to be able to meet its financial and trade obligations.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 15
2006<br />
In 2006, <strong>Bankard</strong> reported a net loss of Php597.6 million which translated to a loss per share of Php1.92.<br />
This has reduced the total equity to a deficit of Php318.4 million. However, with the deposit on future<br />
subscription of Php1 billion as a result of the debt to equity conversion of <strong>Bankard</strong>’s bills payable to<br />
<strong>RCBC</strong>, the Company ended with a positive equity of Php681.6 million as of 31 December 2006.<br />
<strong>Bankard</strong> was able to contain its operating expenses in 2006 at the same level as in 2005. Total operating<br />
expenses in 2006, net of expenses booked in relation to the sale transaction and “clean up” of the<br />
company’s balance sheet of Php 96.1 million, of Php 757.7 million is even less than the 2005 level of<br />
Php764.1 million, net of Php 23.4 million swap differential, that was shown as funding cost in 2006.<br />
The 2006 efforts to improve portfolio quality resulted in the steady decline of delinquency rate from 15.2%<br />
in 2004 to 12.9% in 2005 to 11.4% in 2006. The losses for doubtful accounts pertaining to the fresh flows<br />
showed significant improvements as it declined to Php492.5 million in 2006 from Php741.8 million in<br />
2005. This was, however, offset by the higher provisions required for the non-performing portfolio that is<br />
being provided for on a staggered basis over seven years as mandated by Bangko Sentral ng Pilipinas (see<br />
Note 5 of the Financial Statements). <strong>Bankard</strong> provided Php486.3 million in 2006 compared to Php180.1<br />
million in 2005.<br />
<strong>Bankard</strong>’s diversification into card-not-present merchant acquiring significantly improved our net<br />
merchant discount revenues to Php227.5 million from Php173.3 million the previous year. The growth of<br />
this business segment had contributed significantly in terms of funding saves bringing down finance costs<br />
to Php656.5 million from Php876.1 million despite higher card receivables from card issuing volumes.<br />
However, certain issues raised by both VISA and MasterCard regarding this type of online commerce have<br />
convinced the Board of Directors to terminate this segment of the business in November.<br />
♦<br />
♦<br />
In 2006, <strong>Bankard</strong> incurred capital expenditures of P8.7 million for hardware & software to develop<br />
additional functionalities and service offerings.<br />
<strong>Bankard</strong>, Inc. had 248 permanent employees as of December 31, 2006. The employee population is<br />
composed of 156 Officers and 89 rank and file personnel. Of the total rank and file personnel, 17<br />
employees belong to the Non Collective Bargaining Units (Non CBU). Notwithstanding non-membership<br />
in the Collective Bargaining Units (CBU), these 17 employees are able to avail themselves of the benefits<br />
granted by the CBA. There are no expected significant changes in the number of employees.<br />
♦ <strong>Bankard</strong>’s reported total assets in 2006 amounted to P50.7 million, lower by P3.239.3 million vs 2005.<br />
The decline in credit card and other receivables is a result of the sale of substantially all assets including<br />
the credit card receivables. The 2006 year-end changes in credit card and other receivables are discussed<br />
more fully in note 5 of the audited financial statements.<br />
♦<br />
♦<br />
Meanwhile, cash and cash equivalents amounted to P346.8 million in December 2006, 13% lower than<br />
2005.<br />
There are no material off-balance sheet transactions, arrangements, obligations and other relationships of<br />
the company with unconsolidated entities or other persons created during the reporting period.<br />
♦ There are no material commitments for capital expenditures as of December 31, 2006.<br />
♦<br />
Aside from note 5 to the Audited Financial Statements, there is nothing else to disclose with respect to<br />
demands, trends events or uncertainties that will result in or reasonably likely to result in the decrease or<br />
increase of the company's liquidity.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 16
As <strong>Bankard</strong> continues to manage the credit card business for <strong>RCBC</strong> under a service agreement, we look<br />
forward to the year 2007 with the following strategic focus and priorities to improve the profitability of the<br />
business: (1) aggressively grow our customer base and portfolio while we strengthen further the improvements<br />
in portfolio/asset quality, (2) expand our merchant acquiring by leveraging on existing merchant relationships<br />
and establishing new ones, and (3) improve further the operating cost structure. Additionally, we will expand<br />
the development of card product offerings geared towards addressing specific needs of certain market<br />
segments.<br />
Likewise, we have identified major cost improvements in the areas of (1) decreasing card processing costs with<br />
a plan to explore alternative card administration systems that will substantially reduce the operating costs per<br />
card while maintaining time to market competitiveness, (2) reducing occupancy costs as a result of<br />
consolidating the three floors currently occupied by the office premises to two, (3) working with a leaner<br />
organization which at the end of 2006 was 14% less than the beginning and (4) implementing a less expensive<br />
strategy to acquire new customers by leveraging on existing sales and distribution channels of the Yuchengco<br />
Group of Companies (YGC).<br />
While these cost-saving initiatives will now redound to the benefit of <strong>RCBC</strong> as the new owner of the business,<br />
the task to effectively manage the business continues to be the paramount responsibility of the company.<br />
External Audit Fees<br />
For the audit of its annual financial statements, the aggregate amounts billed by its independent accountant<br />
amounted to about P714,260 and 601,931 for the years 2005 and 2006, respectively.<br />
The aggregate fees billed in each of the last two (2) years for professional services rendered by the external<br />
auditor for tax accounting compliance, advice, planning and any other form of tax services are as follows:<br />
For 2004<br />
paid in<br />
2005<br />
For 2005<br />
paid in<br />
2006<br />
Tax Fees 39,050 -<br />
All Other Fees 38,060 624,658<br />
The Audit Committee recommends to the Board the selection of external auditors considering independence<br />
and effectiveness and recommends the fees to be paid.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 17
Item 7. FINANCIAL STATEMENTS<br />
♦<br />
The financial statements and schedules listed in the accompanying Index to Financial Statements and<br />
Supplementary Schedules (see page 29) are filed as part of this Form 17-A (see attached Audited<br />
Financial Statements)<br />
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING<br />
AND FINANCIAL DISCLOSURES<br />
Except as stated in the report of independent auditors, <strong>Bankard</strong>, Inc. has no disagreements with its<br />
accountants.<br />
Changes and adoption of new Accounting Standards are fully summarized under note 2 to Financial<br />
Statements.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 18
PART III – CONTROL AND COMPENSATION INFORMATION<br />
A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT<br />
1. Directors and key executive officers of <strong>Bankard</strong>, Inc. as of April 01, 2007:<br />
Rizalino S. Navarro 68 Chairman of the Board Filipino<br />
Cesar E. A. Virata 76 Vice Chairman of the Board Filipino<br />
Oscar B. Biason 51 President & Chief Executive Officer/Director Filipino<br />
Francisco C. Eizmendi, Jr. 70 Director (Independent) Filipino<br />
Eduardo S. Lopez, Jr. 62 Director (Independent) Filipino<br />
Raul M. Leopando 56 Director Filipino<br />
Teodoro D. Regala, Sr. 73 Director Filipino<br />
Teodoro Q. Peña 74 Director (Independent) Filipino<br />
Ma. Celia H. Fernandez-Estavillo 35 Director Filipino<br />
Roberto F. De Ocampo 60 Director (Independent) Filipino<br />
Lorenzo V. Tan 45 Director Filipino<br />
Samuel V. Torres 43 Corporate Secretary Filipino<br />
Ma. Angelina V. Angeles 54 Vice President Filipino<br />
Fe Fortunata R. Rio 48 Vice President Filipino<br />
Ma Liwayway M. Tan 55 Vice President & Compliance Officer Filipino<br />
Zenaida F. Torres 52 Senior Vice President, Chief Financial Officer &<br />
Chief Information Officer & Treasurer<br />
Filipino<br />
All Directors shall hold office until a new Board of Directors are elected during the Company’s annual<br />
stockholders’ meeting.<br />
Atty. Samuel V. Torres resigned as Director effective 25 January 2007. Mr. Francisco S. Magsajo, Jr.<br />
resigned effective 31 March 2007 and elected Mr. Lorenzo V. Tan as Director effective 01 April 2007.<br />
Incumbent Directors<br />
Rizalino S. Navarro<br />
Chairman of the Board<br />
July 23, 2004 to present<br />
Director<br />
May 10, 2001 to Present<br />
68 years old/Filipino<br />
Mr. Rizalino S. Navarro has been a Director of the Rizal Commercial Banking Corporation<br />
(<strong>RCBC</strong>) since 1999 and Senior Adviser starting 2007. He was the Executive Vice-<br />
Chairman/Chief Executive Officer from 2004 to 2006 of <strong>RCBC</strong>. Currently, he is Chairman (nonexecutive)<br />
of Clark Development Corp. and Member of Subic-Clark Area Development Council.<br />
He is also Chairman of EEI Corporation, Seafront Resources Corporation, Petroenergy<br />
Corporation, and Director of Great Pacific Life Assurance Corp., Mapua Institute of<br />
Technology, House of Investments, Inc., Malayan Insurance Co., Inc, YGC Corporate<br />
Services, Inc., and Upline Food Corporation. He held various positions in the government<br />
including Secretary of Trade and Industry and member of the Monetary Board of the Bangko<br />
Sentral ng Pilipinas. Mr. Navarro graduated from the University of the East with a degree in<br />
Bachelor of Science in Business Administration. He completed his Masters in Business<br />
Administration from Harvard Business School.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 19
Cesar E. A. Virata<br />
Vice Chairman of the Board<br />
July 23, 2004 to present<br />
Director<br />
February 20, 2001 to Present<br />
76 years old/Filipino<br />
Mr. Cesar E. A. Virata has been the Corporate Vice-Chairman since June 2000, Senior<br />
Adviser starting 2007, and Director since 1995 of Rizal Commercial Banking Corporation.<br />
(<strong>RCBC</strong>). He is also the Chairman and President of the C. Virata and Associates, Inc. and<br />
Management Consultants Inc. Concurrently, he is a Director and/or Chairman of various<br />
companies, such as <strong>RCBC</strong> Savings Bank, <strong>RCBC</strong> Capital Corporation, <strong>RCBC</strong> Forex Brokers<br />
Corporation, <strong>RCBC</strong> Realty Corporation, <strong>RCBC</strong> Land, Inc., Malayan Insurance Company, Inc.,<br />
Nippon Life Company of the Philippines Inc., Business World Publishing Corporation, Belle<br />
Corporation, Coastal Road Corporation, Luisita Industrial Park Corporation, Manila Electric<br />
Company, Pacific Fund Inc., Mapua Institute of Technology, AY Foundation, Inc. and YGC<br />
Corporate Services, Inc.<br />
Mr. Virata has held positions in the Philippine government, including Prime Minister and<br />
Chairman of the Committee on Finance of the Batasan Pambansa (National Assembly). He<br />
also became the Secretary/Minister of Finance and member of the Monetary Board of the Central<br />
Bank of the Philippines. He served as Governor for the Philippines of the World Bank (WB)<br />
and Asian Development Bank (ADB). He was Chairman of the Development Committee of<br />
the WB and International Monetary Fund (1976-1980) and Chairman of the Board of Governors<br />
of ADB (1973-1986). He was Chairman of the Land Bank of the Philippines. Prior to his<br />
government positions, he was a Professor and Dean of the College of Business Administration<br />
of the University of the Philippines.<br />
He graduated from the University of the Philippines with degrees in Mechanical Engineering<br />
and Business Administration (Cum Laude). He completed his Masters in Business<br />
Administration major in Industrial Management from the University of Pennsylvania.<br />
Oscar B. Biason<br />
Director/President & Chief Executive Officer<br />
January 25, 2007 to Present<br />
51 years old<br />
Mr. Oscar B. Biason has held various management positions in the Company since assisting in its<br />
organization in 1982. He is currently the Company’s Chief Executive Officer. He graduated<br />
from Mapua Institute of Technology with a Bachelor of Science degree in Management and<br />
Industrial Engineering.<br />
Francisco C. Eizmendi, Jr.<br />
Independent Director<br />
May 30, 2002 to Present<br />
70 years old/Filipino<br />
Mr. Francisco C. Eizmendi, Jr. is a Director of Great Pacific Life Assurance Corp. He was the<br />
Bank’s Advisory Board Member. Mr. Eizmendi is also an Independent Director at <strong>RCBC</strong><br />
Forex Brokers Corp. He was formerly President & Chief Operating Officer of San Miguel<br />
Corporation. He graduated from the University of Sto. Tomas with a Bachelor of Science<br />
degree in Chemical Engineering.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 20
Eduardo S. Lopez, Jr.<br />
Independent Director<br />
July 28, 2006 to Present<br />
62 years old/Filipino<br />
Mr. Eduardo Lopez, Jr. is the Chairman of Board of Jumel Holdings Inc. He is the President of<br />
Rustan’s Coffee Corporation. He is also a Director of Rizal Commercial Banking Corporation,<br />
<strong>RCBC</strong> Savings Bank, <strong>RCBC</strong> Securities, Inc., Bacsay Management Corporation, and Liberty Flour<br />
Mills. He graduated from the University of Ateneo de Manila with a Bachelor of Arts degree in<br />
Economics. He completed his Masters in Business Administration from the University of San<br />
Francisco.<br />
Raul M. Leopando<br />
Director<br />
February 24, 2005 to Present<br />
56 years old/Filipino<br />
Mr. Raul M. Leopando is a Director and President of <strong>RCBC</strong> Capital Corporation. He is the<br />
Chairman of the Board of <strong>RCBC</strong> Securities. He is also a Director of PAXYS and Charter Land<br />
Inc. He is also a Director and Treasurer of the Investment Houses Association of the Philippines<br />
(IHAP). He graduated from the University of Philippines with a Bachelor of Arts degree in<br />
Economics and Bachelor of Science in Commerce degree in Accounting at the University of<br />
Ateneo de Manila.<br />
Teodoro D. Regala, Sr.<br />
Director<br />
May 30, 2002 to Present<br />
73 years old/Filipino<br />
Atty. Teodoro D. Regala has been a Director of Rizal Commercial Banking Corporation from<br />
June 28, 1999 to present. He is the Founding & Senior Partner and a member of the Executive<br />
Committee of Angara Abello Concepcion Regala & Cruz Law Offices. He is a Director of<br />
Malayan Insurance Co. Inc., Datacraft Communications Systems, Inc., Datacraft Opsis Inc.,<br />
MICO Equities, Inc., Safeway Philtech, Inc., and Director/Corporate Secretary of OEP<br />
Philippines, Inc., Asahi Glass Philippines, Inc., General Motors Automobiles Phils., Inc. and<br />
Republic Asahi Realty Corporation. He graduated from the University of the Philippines (Cum<br />
Laude) with the degree in Bachelor of Laws.<br />
Teodoro Q. Peña<br />
Independent Director<br />
May 37, 2004 to Present<br />
74 years old/Filipino<br />
Atty. Teodoro Q. Pena is an Independent Director since 2002 and Director from 1995 to 2002<br />
of Rizal Commercial Banking Corporation. He is also Chairman of the Bank’s Audit Committee<br />
and Personnel & Evaluation Review Committee. He is also an Independent Director of <strong>RCBC</strong><br />
Securities, Malayan Zurich Insurance Co. Inc., and <strong>RCBC</strong> Capital Corporation. He holds<br />
various positions in Philippine Constitution Association, Palawan State University, <strong>RCBC</strong><br />
Savings Bank, EEI Corporation, Educators Inc.; and Institute of Corporate Directors. He<br />
graduated from the University of the Philippines with a degree in Bachelor of Laws. He took<br />
up Master of Laws at the Yale University.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 21
Ma. Celia H. Fernandez-Estavillo<br />
Director<br />
May 26, 2005 to Present<br />
35 years old/Filipino<br />
Atty. Ma. Celia H. Fernandez- is a Director (June 27, 2005 to present) and Corporate Secretary<br />
(March 1, 2005 to present) of Rizal Commercial Banking Corporation. She is also a<br />
director/corporate secretary in Luisita Industrial Park, Philippine Integrated Advertising Agency,<br />
Averon Holdings, Inc., and <strong>RCBC</strong> Capital Corporation, and a Trustee of Mapua Institute of<br />
Technology. Before joining <strong>RCBC</strong>, she was the Assistant Vice-President for Global Business<br />
Development at ABS-CBN Broadcasting Corp., and Chief of Staff at the Office of Senator<br />
Edgardo J. Angara. She graduated at the University of the Philippines with a Bachelor of<br />
Science degree in Business Economics (Summa Cum Laude). She also graduated from the<br />
same university with a Bachelor of Laws degree (Cum Laude). She earned her Master of Law<br />
(LL.M) in Corporate Law (Cum Laude) at the New York University School of Law, New York.<br />
She ranked no. 1 in the Philippine Bar examinations of 1997.<br />
Roberto F. de Ocampo<br />
Independent Director<br />
July 28, 2006 to present<br />
60 years old/Filipino<br />
Mr. Roberto F. de Ocampo is the Independent Director since 2006 of Rizal Commercial<br />
Banking Corporation. He holds various chairmanship and/or directorship positions in other<br />
companies as well. He was the President of Asian Institute of Management. He also became<br />
Advisory Board Member of Metropolitan Bank & Trust Co. and Director of ABS-CBN<br />
Broadcasting, Inc. He also held various positions in the government such as Secretary of the<br />
Department of Finance, Chairman of Cabinet Cluster on Macro-Economy, and Chairman of<br />
Committee on Privatization and Fiscal Incentives Review Board. He graduated from Ateneo de<br />
Manila University with a Bachelor of Arts degree in Economics. He finished his Masters at<br />
the University of Michigan with a degree in Business Administration.<br />
Lorenzo V. Tan<br />
Director<br />
April 01, 2007 to present<br />
45 years old/Filipino<br />
Mr. Lorenzo V. Tan is currently the Director, Executive Vice-Chairman and President &<br />
Chief Executive Officer of Rizal Commercial Banking Corporation. He is also an<br />
Independent Director of Smart Communications, Inc. Before joining <strong>RCBC</strong>, he was the<br />
President and CEO of Sun Life of Canada (Phils.), Inc., President and CEO of Philippine<br />
National Bank, President and COO of United Coconut Planters Bank, and Group Managing<br />
Director of Guoco Holdings (Phils.), Inc. He also held various positions in Citibank N.A.<br />
and Citibank Singapore from 1987 to 1995. He graduated from De La Salle University with a<br />
Bachelor of Science degree in Commerce, major in Accounting. He earned his Master of<br />
Management degree from the J. L. Kellogg Graduate School of Management. He is a<br />
Certified Public Accountant in Pennsylvania, USA and the Philippines.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 22
Samuel V. Torres<br />
Corporate Secretary<br />
January 23, 2004 to present<br />
43 years old/Filipino<br />
Atty. Samuel V. Torres is the Corporate Secretary of <strong>RCBC</strong> Realty Corporation, Pan Malayan<br />
Management & Investment Corporation, House of Investments, Inc. AY Foundation, Inc., Mapua<br />
Institute of Technology and the Assistant Corporate Secretary of Malayan Insurance Co., Inc. He<br />
graduated at the University of the Philippines with a Bachelor of Science degree in Business<br />
Economics. He also graduated from the University of Ateneo de Manila with a Bachelor of Laws<br />
degree.<br />
Executive Officers:<br />
Ma. Angelina V. Angeles<br />
Vice President<br />
54 years old<br />
Ms. Ma. Angelina V. Angeles has been with <strong>Bankard</strong>, Inc. since March 1997 and has held various<br />
management positions in the Company. Currently, she is the Group Head for Customer Service.<br />
Fe Fortunata R. Rio<br />
Vice President<br />
48 years old<br />
Ms. Fe Fortunata R. Rio has been with <strong>Bankard</strong>, Inc. since April 1995 and has held various<br />
management positions in the Company. Currently, she is the Group Head for Merchant/Card<br />
Operations.<br />
Ma. Liwayway M. Tan<br />
Vice President & Compliance Officer<br />
55 years old<br />
Ms. Ma. Liwayway M. Tan is <strong>Bankard</strong>, Inc.’s Group Head for Compliance, Risk Management<br />
and Internal Audit. She has been an employee of <strong>Bankard</strong>, Inc. since November 2004.<br />
Zenaida F. Torres<br />
Senior Vice President & Chief Finance Officer & Chief Information Officer & Treasurer<br />
52 years old<br />
Zenaida F. Torres is <strong>Bankard</strong>’s Chief Financial Officer. Starting 1981, she has held various<br />
positions at Rizal Commercial Banking Corporation (<strong>RCBC</strong>) in Account Management, Branch<br />
Management, Training and Development, and Office of the CEO as Executive Assistant prior to<br />
her secondment to <strong>Bankard</strong>, Inc. in February 2004.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 23
2. Significant Employees<br />
The company is not highly dependent on any individual who is not an executive officer.<br />
3. Family Relationships<br />
There are no family relationships among the officers listed.<br />
4. Involvement in Certain Legal Proceedings<br />
There are no events that occurred during the past five (5) years that are material to an evaluation of the<br />
ability or integrity of any director, any nominee for election as director, executive officer, underwriter or<br />
control person.<br />
There is no bankruptcy filed by or against any business of which a Director or Executive Officer is a<br />
general partner.<br />
B. EXECUTIVE COMPENSATION<br />
Summary of Compensation Table<br />
Information as to aggregate compensation paid or accrued during the last two fiscal years and to be paid in<br />
the ensuing fiscal year to <strong>Bankard</strong>, Inc.’s Chief Executive Officer and four other most highly compensated<br />
executive officers follows:<br />
Oscar B. Biason, President & CEO<br />
Zenaida F. Torres, Senior Vice President &<br />
CFO/CIO<br />
Maria Angelina V. Angeles, Vice President<br />
Fe Fortunata R. Rio, Vice President<br />
Lily M. Tan, Vice President<br />
Oscar B. Biason, Executive Vice President & COO<br />
Zenaida F. Torres, Senior Vice President & CFO<br />
Elizabeth L. Legarda, Senior Vice President<br />
Christina C. Calderon, Vice President<br />
Maria Angelina V. Angeles, Vice President<br />
Joven D. Reyes, President & CEO<br />
Oscar B. Biason, Executive Vice President & COO<br />
Zenaida F. Torres, First Vice President & CFO<br />
Elizabeth L. Legarda, Senior Vice President<br />
Christina C. Calderon, Vice President<br />
Basic Bonuses Total<br />
Compensation<br />
2007 (Estimate) P 5,617,771 1,519,746 7,137,517<br />
2006 5,401,703 1,461,294 6,862,997<br />
2005 7,886,580 1,947,061 9,833,641<br />
For all other Executive Officers as a group unnamed 2007 (Estimate) P 9,113,370 2,252,002 11,365,372<br />
2006 8,762,856 2,165,387 10,928,243<br />
2005 9,766,440 2,419,200 12,185,640<br />
Compensation of Directors<br />
(a) Standard Arrangements<br />
Except for nominal per diem for attending board & committee meetings, there are no standard<br />
arrangements by which Directors are compensated directly or indirectly.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 24
(b) Other Arrangements<br />
There are no other arrangements by which Directors are compensated. However, the by-laws of the<br />
company provide that board directors may be paid a share of the company’s profit as compensation, subject<br />
to approval by the stockholders.<br />
Employment Contract and Termination of Employment and Change-in-Control Arrangements<br />
There are no employment contracts to disclose.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 25
C. SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL OWNERS AND<br />
MANAGEMENT<br />
(1) Owners of more than 5% of voting securities as of 28 February 2007<br />
Title of<br />
Class<br />
Name, Address of Record<br />
and Relationship with Issuer<br />
Name of Beneficial<br />
Owner /Relationship<br />
with Record Owner<br />
Citizenship<br />
Number of<br />
Shares Held<br />
Percent<br />
of Class<br />
Common -PCD Nominee Corporation 5<br />
-Tower 1 – Ayala Triangle<br />
Makati Avenue cor. Paseo de<br />
Roxas Makati City<br />
-Registered owner in the books of<br />
stock transfer agent<br />
-<strong>RCBC</strong> Capital Corporation/<br />
Client<br />
Filipino 128,282,700 1 41.19 %<br />
Common<br />
-<strong>RCBC</strong> Securities Inc.<br />
-Unit 100B Tower 1 & Exchange<br />
Plaza Makati City<br />
-Broker of owner of shares<br />
-<strong>RCBC</strong> Capital Corporation/<br />
Client Filipino 73,000,000 2 23.44 %<br />
Common<br />
-Hongkong & Shanghai Banking<br />
Corp. Ltd.<br />
-33/F West Tower<br />
Tektite Bldg. Pasig City,<br />
Philippines<br />
-Broker of owner of shares<br />
-HSBC-Fund SVCS Clnts<br />
A/Cs/Clients<br />
Foreign<br />
23,920,000 3 7.68 %<br />
Common<br />
-<strong>RCBC</strong> Capital Corporation<br />
-Unit 1008 Tower I & Exchange<br />
Plaza, Makati City<br />
-Registered owner<br />
-<strong>RCBC</strong> Capital Corporation<br />
Filipino 25,236,200 4 8.10 %<br />
Total 257,213,900 82.59%<br />
<strong>RCBC</strong> Capital Corporation’s President, Mr. Raul M. Leopando, has the voting power over <strong>RCBC</strong> Capital<br />
Corporation’s shareholdings. HSBC-Fund, on the other hand, instructs its broker HSBC to appoint via proxy the<br />
person who will have voting power over its shares. To date, HSBC has not identified the person who will have<br />
voting power in this year’s stockholders’ meeting.<br />
_________________________________________<br />
1 These were sold by Equitable PCIBank, Inc. (Equitable PCI) to <strong>RCBC</strong> Capital Corporation (<strong>RCBC</strong> Capital).<br />
2 73,000,000 shares are held in trust by <strong>RCBC</strong> Securities for <strong>RCBC</strong> Capital Corporation.<br />
3<br />
24,020,000 shares (7.71%) are held in trust by Hongkong & Shanghai Banking Corp. Ltd.<br />
4 <strong>RCBC</strong> Capital is the beneficial owner of the shares in accordance with the Share Purchase Agreement (SPA) executed between <strong>RCBC</strong> Capital<br />
and Equitable-PCIBank and various sellers dated May 24, 2000. These shares plus the aforementioned shares in footnote 1 (128,497,700) and in<br />
footnote 2 (73,000,000) constitute the 226,733,900 shares sold by PCI to <strong>RCBC</strong> Capital.<br />
5 PCD Nominee Corporation, a wholly-owned subsidiary of Philippine Central Depository, Inc (“PCD”) is the registered owner of the shares in<br />
the books of the Company’s transfer agents in the Philippines. The beneficial owners of such shares are PCD’s participants, who hold the shares<br />
on behalf of their clients. PCD is a private company organized by the major institutions actively participating in the Philippine capital markets<br />
to implement an automated book-entry system of handling securities transactions in the Philippines<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 26
(2) Security Ownership of Management as of 28 February 2007:<br />
Title of<br />
Class<br />
Name Beneficial Owner<br />
Amount and Nature of<br />
beneficial ownership<br />
Citizenship<br />
Percent of<br />
Class<br />
Common Rizalino S. Navarro/Director/Chairman 100 Sole Voting Rights Filipino .00002959%<br />
Common Cesar E. A. Virata/Director/Vice Chairman 100 Sole Voting Rights Filipino .00002959%<br />
Common Oscar B. Biason/Director/President and CEO 1,000 Sole Voting Rights Filipino .00029586%<br />
Common Francisco C. Eizmendi, Jr./Independent Director 100 Sole Voting Rights Filipino .00002959%<br />
Common Eduardo S. Lopez, Jr./Director 100 Sole Voting Rights Filipino .00002959%<br />
Common Francisco S. Magsajo, Jr./Director 100 Sole Voting Rights Filipino .00002959%<br />
Common Raul M. Leopando/Director 2,100 Sole Voting Rights Filipino .00062130%<br />
Common Teodoro D. Regala, Sr./Director 100 Sole Voting Rights Filipino .00002959%<br />
Common Teodoro Q. Peña./Independent Director 100 Sole Voting Rights Filipino .00002959%<br />
Common Ma. Celia H. Fernandez-Estavillo/Director 100 Sole Voting Rights Filipino .00005917%<br />
Common Roberto F. de Ocampo 100 Sole Voting Rights Filipino .00029586%<br />
Total – Directors as a group 4,000<br />
Total – Officers as a group 1,000<br />
Nothing to disclose with respect to any changes in control.<br />
D. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS<br />
The Company has had banking and borrowing relationships with Rizal Commercial Banking Corporation<br />
transacted at prevailing market rates even before the sale of the company to <strong>RCBC</strong> Capital, and still<br />
continues to do business with it. Starting the last quarter of 2000, the Company entered into a deposit and<br />
collection agreement with Rizal Commercial Banking Corporation authorizing the latter to process<br />
payments made by cardholders in <strong>RCBC</strong> branches nationwide. Furthermore, in July 2002 the company<br />
established a deposit and collection arrangement with <strong>RCBC</strong> Savings Bank authorizing it also to accept<br />
payments by cardholder in their branches. <strong>RCBC</strong> Capital may also be engaged as an arranger for<br />
contemplated term loans and issuance of short term and long term commercial papers for working capital<br />
and capital expenditures.<br />
The significant transactions of <strong>Bankard</strong> in the normal course of business with related parties are described<br />
in note 15 to the Audited Financial Statements.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 27
PART IV – CORPORATE GOVERNANCE<br />
A. Discuss the evaluation system established by the company to measure or determine the level of<br />
compliance of the Board of Directors and top-level management with its Manual of Corporate<br />
Governance<br />
To measure the level of compliance of the Board of Directors and top-level management with its Manual of<br />
Corporate Governance, the Company has established an evaluation system which is composed of the<br />
following:<br />
1. Self-rating system to be done by Management and an independent rating by the Compliance<br />
Officer.<br />
2. Independent audit mechanism wherein an Audit Committee composed of three members of the<br />
Board, two of whom is an independent director, regularly meets to discuss and evaluate financial<br />
reports against its compliance with both internal financial management handbook and pertinent<br />
accounting standards, perform oversight financial management functions specifically in the areas<br />
of managing credit, market, liquidity, operational, legal and other risks and perform direct<br />
interface with the internal and external auditors.<br />
Additionally, other mechanisms are put in place to support the evaluation system in ensuring compliance<br />
with <strong>Bankard</strong>’s Manual of Corporate Governance:<br />
1. Policy on disclosure and transparency<br />
2. Grievance procedure through which a stockholder may complain.<br />
The Compliance Officer shall proactively monitor compliance and perform evaluation to examine level of<br />
compliance.<br />
B. Discuss measures being undertaken by the company to fully comply with the adopted leading<br />
practices on good corporate governance<br />
<strong>Bankard</strong> has established a plan of compliance which forms part of its Manual of Corporate Governance.<br />
The plan enumerates in detail five ways to ensure full compliance:<br />
1. Establishing the specific duties and responsibilities and functions of the Board of<br />
Directors to ensure a high standard of best practice for the company.<br />
2. Constituting committees by the Board and identifying each committee’s functions<br />
3. Identifying the role of the Corporate Secretary<br />
4. Establishing the roles of the external and internal auditors<br />
5. Instituting penalties that are to be imposed on violators after notice or hearing<br />
Additionally, the Company shall see to it that the Manual of Corporate Governance is available for<br />
inspection by any stockholder of the company and is disseminated to all employees and related third parties<br />
via an orientation program. Moreover, each department will be provided a copy of the Manual.<br />
C. Disclose any deviation from the company’s Manual of Corporate Governance and the person<br />
involved<br />
There is none to disclose.<br />
D. Discuss any plan to improve corporate governance of the company<br />
To improve corporate governance of the company, <strong>Bankard</strong> plans to do the following steps/actions:<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 28
1. Increase awareness of the adopted leading practices on good corporate governance in the<br />
organization by training select officers who will serve as “educators” of good corporate<br />
governance within the organization.<br />
2. Appoint more independent directors in the Board as and when appropriate.<br />
3. Enhance policy on conflict of interest, confidentiality of corporate information and care of<br />
corporate documents.<br />
4. Audit Committee and the members of the Board to regularly review operations and compliance<br />
with established policies and procedures.<br />
5. The Compensation Committee to strengthen provisions on conflict of interest, salaries and<br />
benefits policies, promotions and career advancement directives and compliance of personnel with<br />
all pertinent statutory requirements.<br />
PART V - EXHIBITS AND SCHEDULES<br />
Item 14. EXHIBITS AND REPORTS ON SEC FORM 17-C<br />
(a) Exhibits<br />
See accompanying Index to Exhibits (page 86)<br />
The following exhibits are filed as a separate section of this report:<br />
(9) Material Contracts<br />
The other exhibits, as indicated in the Index to Exhibits are either not applicable to the Company or require<br />
no answer.<br />
(b) Reports on SEC Form 17-C<br />
Items reported under SEC Form 17-C during the last six months covered by this report:<br />
Date of Report<br />
Event Reported<br />
(1) 10 November 2006 <strong>Bankard</strong> and GE Consumer Finance reached an impasse and deadlock in<br />
the negotiations<br />
(2) 23 November 2006 Increase in <strong>Bankard</strong>’s Authorized Capital<br />
(3) 14 December 2006 Sale of <strong>Bankard</strong>’s assets to and the assumption of certain liabilities by<br />
Rizal Commercial Banking Corporation or to other interested parties<br />
(4) 27 December 2006 Increase in <strong>Bankard</strong>’s Authorized Capital from 600 million shares to 2<br />
billion shares at Php1 per share<br />
Conversion of Php1 billion Notes Payable and Php190.474 million of<br />
Deposit for Subscription of <strong>RCBC</strong> to equity<br />
Sale of <strong>Bankard</strong>’s assets to and the assumption of certain liabilities by<br />
Rizal Commercial Banking Corporation or to other interested parties<br />
(5) 29 December 2006 Sale of all or substantially all of the assets by certain liabilities of<br />
<strong>Bankard</strong>, Inc. to <strong>RCBC</strong><br />
(6) 25 January 2007 Resignation of Atty. Samuel V. Torres as Director and appointment of Mr.<br />
OscarB. Biason as Director and President & CEO of <strong>Bankard</strong><br />
(7) 22 March 2007 Resignation of Mr. Francisco S. Magsajo, Jr. as Director and election of<br />
Mr. Lorenzo V. Tan as Director<br />
(8) 27 March 2004 Change of stock transfer agent<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 29
<strong>BANKARD</strong>, <strong>INC</strong><br />
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES<br />
SEC FORM 17-A<br />
FINANCIAL STATEMENTS<br />
• Statement of Management’s Responsibility for Financial Statements<br />
• Report of Independent Public Accountants<br />
• Balance Sheets as of December 31, 2006 and 2005<br />
• Statements of Income and Earnings Per Share for the Years Ended<br />
December 31, 2006, 2005 and 2004<br />
• Statements of Changes In Equity for the Years Ended<br />
December 31, 2006, 2005, and 2004<br />
• Statements of Cash Flows for the Years Ended<br />
December 31, 2006, 2005, and 2004<br />
• Notes to Financial Statement<br />
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON<br />
SUPPLEMENTARY SCHEDULES<br />
SUPPLEMENTARY SCHEDULES<br />
Schedule Description Page No.<br />
A<br />
B<br />
C<br />
Marketable Securities – (Current Marketable Securities<br />
and other Short-Term Cash Investments) *<br />
Amounts Receivable from Directors, Officers, Employees, Related Parties<br />
and Principal Stockholders (Other than Related Parties) 84<br />
Non-Current Marketable Equity Securities, Other Long-Term<br />
Investments in Stock,, and other Investments *<br />
D Indebtedness of Unconsolidated Subsidiaries and Related Parties *<br />
E Intangible Assets – Other Assets *<br />
F Long-Term Debt *<br />
G Indebtedness to Related Parties *<br />
H Guarantees of Securities of Other Issuers *<br />
I Capital Stock 85<br />
* These schedules which are required by Part IV(e) of RSA Rule 48, have been omitted<br />
because they are either not required, not applicable or the information required to be<br />
presented is included in the Company’s financial statements or the notes to consolidated<br />
financial statements.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 31
<strong>BANKARD</strong>, <strong>INC</strong>.<br />
Financial Statements, December 31, 2006 (With Comparative for 2005 and 2004)<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 34
REPORT OF INDEPENDENT AUDITORS<br />
The Board of Directors and Stockholders<br />
<strong>Bankard</strong>, Inc.<br />
We have audited the accompanying financial statements of <strong>Bankard</strong>, Inc., which comprise the balance<br />
sheets as at December 31, 2006 and 2005, and the income statements, statements of changes in<br />
equity and cash flow statements for each of the three years in the period ended December 31, 2006,<br />
and notes to financial statements comprising of a summary of significant accounting policies and<br />
other explanatory notes.<br />
Management’s Responsibility for the Financial Statements<br />
Management is responsible for the preparation and fair presentation of these financial statements in<br />
accordance with Philippine Financial Reporting Standards (PFRS). This responsibility includes:<br />
designing, implementing and maintaining internal controls relevant to the preparation and fair<br />
presentation of financial statements that are free from material misstatement, whether due to fraud<br />
or error; selecting and applying appropriate accounting policies; and making accounting estimates<br />
that are reasonable in the circumstances.<br />
Auditors’ Responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audits. We<br />
conducted our audits in accordance with Philippine Standards on Auditing. Those standards require<br />
that we comply with ethical requirements and plan and perform the audit to obtain reasonable<br />
assurance whether the financial statements are free from material misstatement.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 35
An audit involves performing procedures to obtain audit evidence about the amounts and<br />
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,<br />
including the assessment of the risks of material misstatement of the financial statements, whether<br />
due to fraud or error. In making those risk assessments, the auditor considers internal controls<br />
relevant to the entity’s preparation and fair presentation of the financial statements in order to<br />
design audit procedures that are appropriate in the circumstances, but not for the purpose of<br />
expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes<br />
evaluating the appropriateness of accounting policies used and the reasonableness of accounting<br />
estimates made by management, as well as evaluating the overall presentation of the financial<br />
statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis<br />
for our audit opinion.<br />
Bases for Qualified Opinion<br />
A. 2006 transactions pending approval by the Bangko Sentral ng Pilipinas (BSP)<br />
During the latter part of 2006, the Company entered into several transactions with Rizal Commercial<br />
Banking Corporation (<strong>RCBC</strong>), the Company’s ultimate parent company. These transactions are fully<br />
discussed in the next two paragraphs.<br />
As mentioned in Note 1 to the financial statements, on November 27, 2006, the Board of Directors<br />
(BOD) of <strong>RCBC</strong> approved <strong>RCBC</strong>’s capital infusion of P1 billion into the Company. <strong>RCBC</strong>, in its<br />
letter to the BSP dated January 9, 2007, requested for the approval of such capital infusion by way of<br />
conversion of the Company’s bills payable to <strong>RCBC</strong> into equity. The Company reflected the effects<br />
of the transaction in its 2006 financial statements. However, the approval of these transactions was<br />
obtained only subsequent to 2006. The effects of this matter in the 2006 financial statements of the<br />
Company are more fully described and presented in Notes 1 and 17.<br />
As also discussed in Note 1, on December 29, 2006, the Company entered into the following<br />
transactions with <strong>RCBC</strong>: (a) irrevocable sale and transfer of the Company’s various credit card<br />
receivables totaling P7.2 billion under a Deed of Assignment of Receivables; (b) absolute sale of the<br />
Company’s 30 condominium units for a consideration of P285.1 million; (c) sale of the Company’s<br />
various assets in consideration for the assumption by <strong>RCBC</strong> of certain liabilities due to creditors and<br />
suppliers of the Company; and, (d) a services agreement relative to the credit card business of<br />
<strong>RCBC</strong>. <strong>RCBC</strong> also requested BSP’s approval/confirmation of these transactions. The Company<br />
reflected the effects of the above transactions in its 2006 financial statements, however, as of the<br />
date of this report, the approval/confirmation of these transactions is still pending with the BSP.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 36
Management is confident that BSP’s approval/confirmation of these transactions will be obtained.<br />
We believe, however, that the full consummation of such transactions is contingent upon BSP’s<br />
approval/confirmation, and, therefore, these transactions should not be recorded until such<br />
approval/confirmation is obtained. The effects of these matters on the 2006 financial statements<br />
are more fully described and presented in Notes 1 and 17.<br />
B. Staggered booking of required additional allowance for impairment on credit card receivables<br />
As fully discussed in Note 5, based on BSP Circular No. 398, the Company obtained BSP approval<br />
for it to stagger over a period of seven years starting in 2004 the booking of the P3.6 billion required<br />
additional allowance for impairment on its credit card receivables as of December 31, 2003. Of the<br />
P3.6 billion required additional allowance, the Company already recognized P846.5 million in its<br />
books as of December 31, 2006 as follows: P180.1 million of which was recognized in 2004, P180.1<br />
million in 2005 and P486.3 million in 2006. However, under PFRS the required additional<br />
allowance for impairment should have been taken up in the balance sheet as of December 31, 2003<br />
and charged against the operations in 2003 and affected prior years, with the amount pertaining to<br />
years prior to 2003 taken up as an adjustment to retained earnings as at January 1, 2003. The effects<br />
of these matters on the financial statements are more fully described in Notes 5 and 17.<br />
In addition, as mentioned in the third paragraph of the Bases for Qualified Opinion section of this<br />
report, the Company sold and transferred to <strong>RCBC</strong> its various credit card receivables on December<br />
29, 2006 totaling P7.2 billion under a Deed of Assignment of Receivables. The credit card<br />
receivables that were sold and transferred by the Company to <strong>RCBC</strong> included those receivables<br />
which, as approved by the BSP, are being provided with allowance for impairment on a staggered<br />
basis. As a result of the sale and transfer of the credit card receivables to <strong>RCBC</strong>, the Company<br />
determined that the remaining unbooked allowance of P2.75 billion under the BSP approved<br />
staggered amortization of allowance for impairment is no longer required. However, the<br />
approval/confirmation of this transfer is still pending with the BSP. We believe that the full<br />
consummation of these transactions is contingent upon BSP’s approval/confirmation, hence, the<br />
transfer should be recorded only upon such approval/confirmation. The effects of these matters on<br />
the 2006 financial statements are more fully described in Notes 5 and 17.<br />
C. Derecognition of credit card receivables sold<br />
As discussed in Note 5, the credit card receivables of the Company that were sold to <strong>RCBC</strong> and<br />
other third parties in 2005, which receivables the Company had derecognized, would not have<br />
qualified for derecognition under PFRS to which the Company transitioned in 2005. Hence, we<br />
believe that the receivables sold and the related liability representing the considerations received<br />
from <strong>RCBC</strong> and other third parties should have been presented in the balance sheet as of December<br />
31, 2005 and measured at their respective amortized costs. The effects of this departure from PFRS<br />
on the 2005 financial statements are more fully described in Notes 5 and 17.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 37
As mentioned in the third paragraph of the Bases for Qualified Opinion section of this report, the<br />
Company sold and transferred to <strong>RCBC</strong> its various credit card receivables on December 29, 2006<br />
totaling P7.2 billion under a Deed of Assignment of Receivables. As a result of this sale and transfer<br />
of the credit card receivables to <strong>RCBC</strong>, the Company derecognized the amount of the credit card<br />
receivables sold, which is in accordance with existing accounting standards. However, the<br />
approval/confirmation of this transaction is still pending with the BSP. We believe that the full<br />
consummation of such transaction is contingent upon BSP’s approval/confirmation, hence, this<br />
should not have been recorded prior to such approval/confirmation. The effects of these matters<br />
on the 2006 financial statements are more fully described in Notes 5 and 17.<br />
D. Realizability of deferred tax assets<br />
As of December 31, 2005, the deferred tax assets arising from allowance for impairment on its credit<br />
card receivables amounted to P518 million as presented in Note 14. The balance of the deferred tax<br />
assets increased significantly due to the additional amounts recognized under the staggered<br />
recognition of the additional allowance for impairment discussed in the fifth paragraph of the Bases<br />
for Qualified Opinion section of this report. Such additional amounts are much higher than the<br />
accounts written off in 2005 and prior years. Further, the Company’s regular corporate income<br />
taxes for prior years have been lower than the computed minimum corporate income taxes for those<br />
years, which indicates that the level of its taxable income that is subject to the regular tax rate is not<br />
sufficient for the Company to be able to utilize the benefits of its deferred tax assets. To comply<br />
with PFRS, the Company should not have recognized the additional deferred tax assets arising from<br />
additional allowance for impairment in 2005 amounting to P214 million and should have written off<br />
or derecognized, also in 2005, the balance of the deferred tax assets as of December 31, 2004<br />
relating to such allowance for impairment amounting to P304 million. The effects of this matter on<br />
the 2005 financial statements are more fully described in Notes 5 and 17.<br />
In 2006, the Company no longer recognized any additional deferred tax assets arising from the<br />
impairment losses that it recorded in the current year. However, the Company has retained the<br />
balance as of December 31, 2005 of its deferred tax assets amounting to P518 million arising from<br />
the allowance for impairment. Based on our evaluation of the Company’s earning projections in the<br />
future, we assessed that the Company will not be able to realize the future income tax benefit of<br />
these assets. The effects of this matter on the 2006 financial statements are more fully described in<br />
Notes 5 and 17.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 38
<strong>BANKARD</strong>, <strong>INC</strong>.<br />
BALANCE SHEETS<br />
DECEMBER 31, 2006 AND 2005<br />
(Amounts in Philippine Pesos)<br />
Notes 2006 2005<br />
A S S E T S<br />
CURRENT ASSETS<br />
Cash and cash equivalents 4 P 346,763,977 P 377,212,245<br />
Credit card and other receivables - net 5 50,699,279 3,290,189,448<br />
Prepayments and other current assets 6 3,485,396 26,682,887<br />
Total Current Assets 400,948,652 3,694,084,580<br />
NON-CURRENT ASSETS<br />
Property and equipment - net 7 6,951,904 388,594,002<br />
Deferred tax assets - net 14 518,325,035 516,416,422<br />
Other non-current assets - net 8 24,293,710 9,488,952<br />
Total Non-current Assets 549,570,649 914,499,376<br />
TOTAL ASSETS P 950,519,301 P 4,608,583,956<br />
LIABILITIES AND EQUITY<br />
CURRENT LIABILITIES<br />
Cardholders' credit balances, trade<br />
and other payables 10 P 268,117,953 P 1,936,152,982<br />
Bills payable 9 - 2,369,060,000<br />
Derivative financial liabilities 18 - 9,712,670<br />
Income tax payable 14 - 5,692,955<br />
Other current liabilities 11 837,282 8,785,971<br />
Total Current Liabilities 268,955,235 4,329,404,578<br />
EQUITY<br />
Capital stock 338,000,000 338,000,000<br />
Deposits on future stock subscription 16 1,190,474,000 190,474,000<br />
Additional paid-in capital 390,301,874 390,301,874<br />
Fair value loss on available-for-sale securities 8 (380,050) (380,050)<br />
Treasury shares - at cost 16 (37,875,581) (37,875,581)<br />
Deficit (1,198,956,177) (601,340,865)<br />
Total Equity 681,564,066 279,179,378<br />
TOTAL LIABILITIES AND EQUITY P 950,519,301 P 4,608,583,956<br />
See Notes to Financial Statements.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 40
<strong>BANKARD</strong>, <strong>INC</strong>.<br />
<strong>INC</strong>OME STATEMENTS<br />
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004<br />
(Amounts in Philippine Pesos)<br />
Notes 2006 2005 2004<br />
REVENUES<br />
Finance charges P 1,346,665,623 P 1,414,322,055 P 1,499,784,991<br />
Membership fees 227,474,924 256,323,805 288,128,963<br />
Merchant discounts - net 234,319,533 173,276,313 102,126,186<br />
Late payment fees 92,856,714 111,164,560 126,732,190<br />
Interchange fees 88,781,146 81,356,310 76,265,041<br />
Other revenues 13 27,533,287 37,790,264 48,193,056<br />
2,017,631,227 2,074,233,307 2,141,230,427<br />
COSTS AND EXPENSES<br />
Impairment losses 5, 15 978,827,888 921,916,673 1,323,280,760<br />
Finance costs 9 656,503,749 876,085,911 811,666,513<br />
Occupancy and equipment-related expenses 7 127,582,528 154,093,036 165,914,605<br />
Employee benefits 12 139,106,148 142,097,088 138,898,092<br />
Taxes and licenses 14 133,018,918 122,422,377 112,980,063<br />
Advertising, rewards and promotions 230,052,164 119,027,327 91,200,824<br />
Management, professional and other fees 128,824,462 115,691,743 122,756,815<br />
Communication, light and water 53,859,959 57,833,172 43,601,176<br />
Franchise fees 1 50,339,722 50,160,097 50,563,892<br />
Commissions 16,166,473 31,521,825 30,391,078<br />
Bank and collection charges 17,488,008 20,974,231 24,713,029<br />
Supplies and subscriptions 15,688,403 15,190,201 15,945,593<br />
Other operating expenses 13 45,728,039 60,715,156 57,084,345<br />
2,593,186,461 2,687,728,837 2,988,996,785<br />
LOSS BEFORE TAX (575,555,234) (613,495,530) (847,766,358)<br />
TAX EXPENSE (<strong>INC</strong>OME) 14 22,060,078 (191,110,025) (270,359,783)<br />
NET LOSS ( P 597,615,312 ) ( P 422,385,505 ) ( P 577,406,575 )<br />
Loss Per Share 17 ( P 1.92 ) ( P 1.36 ) ( P<br />
1.85 )<br />
See Notes to Financial Statements.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 41
<strong>BANKARD</strong>, <strong>INC</strong>.<br />
STATEMENTS OF CHANGES IN EQUITY<br />
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004<br />
(Amounts in Philippine Pesos)<br />
Notes 2006 2005 2004<br />
CAPITAL STOCK - P1.00 par value<br />
Authorized - 600,000,000 shares<br />
Issued - 338,000,000 shares<br />
Outstanding - 311,419,900 shares P 338,000,000 P 338,000,000 P 338,000,000<br />
DEPOSITS ON FUTURE<br />
STOCK SUBSCRIPTION 9, 16<br />
Balance at beginning of year 190,474,000 - -<br />
Subscriptions during the year 1,000,000,000 190,474,000 -<br />
Balance at end of year 1,190,474,000 190,474,000 -<br />
ADDITIONAL PAID-IN CAPITAL 390,301,874 390,301,874 390,301,874<br />
TREASURY SHARES - At cost 16 (37,875,581) (37,875,581) (37,875,581)<br />
RETAINED EARNINGS (DEFICIT)<br />
Balance at beginning of year<br />
As previously stated (601,340,865) (180,606,638) 393,663,076<br />
Effects of transition to<br />
PFRS, net of taxes 2 - 1,651,278 4,788,139<br />
As restated (601,340,865) (178,955,360) 398,451,215<br />
Net loss (597,615,312) (422,385,505) (577,406,575)<br />
Balance at end of year (1,198,956,177) (601,340,865) (178,955,360)<br />
FAIR VALUE GAIN (LOSS) ON<br />
AVAILABLE-FOR-SALE SECURITIES<br />
Balance at beginning of year<br />
As previously stated (380,050) - -<br />
Effects of transition to<br />
PFRS, net of taxes 2 - 69,950 79,975<br />
As restated (380,050) 69,950 79,975<br />
Fair value losses 8 - (450,000) (10,025)<br />
Balance at end of year (380,050) (380,050) 69,950<br />
TOTAL EQUITY P 681,564,066 P 279,179,378 P 511,540,883<br />
Net Losses Recognized<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 42
<strong>BANKARD</strong>, <strong>INC</strong>.<br />
CASH FLOW STATEMENTS<br />
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004<br />
(Amounts in Philippine Pesos)<br />
2006 2005 2004<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Loss before tax ( P 575,555,234 ) ( P 613,495,530 ) ( P 847,766,358 )<br />
Adjustments for:<br />
Interest and other financing charges 656,503,749 876,085,911 811,666,513<br />
Depreciation and amortization 40,285,160 45,236,319 48,852,307<br />
Loss (gain) on disposal of property and equipment (7,492,384) - 328,250<br />
Loss on forward contracts - 9,712,670 -<br />
Interest income - (6,307,553) (1,599,181)<br />
Operating income before working capital changes 113,741,291 311,231,817 11,481,531<br />
Decrease (increase) in credit card and other receivables (4,620,728,869) (414,377,792) 997,837,595<br />
Decrease (increase) in prepayments and<br />
other current assets 23,197,491 3,173,135 (11,844,786)<br />
Increase (decrease) in cardholders' credit balances,<br />
trade and other payables 1,682,038,753 (3,331,056,453) (4,131,151,326)<br />
Increase (decrease) in other current liabilities (17,661,359) 6,485,476 (36,534,313)<br />
Cash used in operations (2,819,412,693) (3,424,543,817) (3,170,211,299)<br />
Cash paid for income taxes (29,661,646) (18,002,142) (26,770,006)<br />
Interest paid (667,097,366) (303,597,441) (345,827,908)<br />
Net Cash Used in Operating Activities (3,516,171,705) (3,746,143,400) (3,542,809,213)<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Acquisitions of property and equipment (9,620,339) (70,387,349) (24,362,546)<br />
Proceeds from sale of property and equipment 358,469,661 738,870 79,679<br />
Decrease (increase) in other non-current assets (14,804,758) 2,055,536 4,549,135<br />
Interest received - 6,307,553 1,599,181<br />
Net Cash From (Used in) Investing Activities 334,044,564 (61,285,390) (18,134,551)<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Proceeds from deposit on future stock subscription - 190,474,000 -<br />
Net proceeds from discounting of credit card receivables 719,179,662 3,886,456,869 4,343,804,115<br />
Proceeds from assignment of credit card receivables 2,432,499,211 - -<br />
Payments of interest-bearing loans - (328,000,400) (393,253,000)<br />
Net Cash From Financing Activities 3,151,678,873 3,748,930,469 3,950,551,115<br />
NET <strong>INC</strong>REASE (DECREASE) IN CASH<br />
AND CASH EQUIVALENTS (30,448,268) (58,498,321) 389,607,351<br />
CASH AND CASH EQUIVALENTS<br />
AT BEGINNING OF YEAR 377,212,245 435,710,566 46,103,215<br />
CASH AND CASH EQUIVALENTS<br />
AT END OF YEAR P 346,763,977 P 377,212,245 P 435,710,566<br />
Supplemental Information on Noncash Financing Activities<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 43
<strong>BANKARD</strong>, <strong>INC</strong>.<br />
NOTES TO FINANCIAL STATEMENTS<br />
DECEMBER 31, 2006, 2005 AND 2004<br />
(Amounts in Philippine Pesos)<br />
1. CORPORATE INFORMATION<br />
1.1 Operations of the Company<br />
<strong>Bankard</strong>, Inc. (the “Company” or “<strong>Bankard</strong>”), was incorporated in the Philippines as a credit<br />
card corporation. It is majority-owned (72.7% owned as of December 31, 2006, 2005 and<br />
2004) by <strong>RCBC</strong> Capital Corporation (“<strong>RCBC</strong> Capital”). The Company’s ultimate parent<br />
company is Rizal Commercial Banking Corporation (“<strong>RCBC</strong>”). Both <strong>RCBC</strong> and <strong>RCBC</strong><br />
Capital are incorporated and domiciled in the Philippines.<br />
The Company is engaged mainly in the business of issuing credit cards and acquiring credit<br />
card transactions from various merchants and does not have any other reportable segment<br />
where income is generated. The Company is a licensee of MasterCard International<br />
Incorporated (“MasterCard”), JCB International Co., Ltd. (“JCB”) and VISA International<br />
Service Association (“VISA”) to issue credit cards which could be accepted by the<br />
MasterCard, JCB and VISA card networks of affiliated banks and merchant establishments<br />
worldwide. The Company pays franchise fees to the credit card networks in accordance with<br />
their license agreements.<br />
The Company’s registered office, which is also its principal place of business, of the<br />
Company is located at the 29 th Floor, Robinsons Equitable Tower, ADB Avenue corner<br />
Poveda Street, Ortigas Center, Pasig City.<br />
1.2 Capital Infusion of <strong>RCBC</strong><br />
On November 27, 2006, the Board of Directors (BOD) of <strong>RCBC</strong> approved the capital<br />
infusion of P1 billion in the Company. <strong>RCBC</strong>, in its letter to the Bangko Sentral ng Pilipinas<br />
(BSP) dated January 9, 2007, requested for the approval of its capital infusion of P1 billion in<br />
the Company by way of conversion of the Company’s bills payable to <strong>RCBC</strong> into equity<br />
which the Company’s BOD approved on December 27, 2006. The Company reflected the<br />
effects of the transaction in its 2006 financial statements by reclassifying the remaining<br />
balance of its bills payable to <strong>RCBC</strong> of P1 billion to deposits on future stock subscription<br />
(see Note 16). However, the BSP approval of these transactions was obtained only<br />
subsequent to 2006 (see Note 20).<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 44
1.3 Sale of Assets and Liabilities to <strong>RCBC</strong><br />
On December 14, 2006, the Board of Directors of the Company approved the sale,<br />
assignment, disposal and transfer of all or substantially all of the Company’s assets and<br />
liabilities to <strong>RCBC</strong>. This was effected by the Company on December 29, 2006 through the<br />
following transactions with <strong>RCBC</strong>:<br />
a. The Company executed a Deed of Assignment of Receivables in favor of <strong>RCBC</strong> under<br />
which both parties agreed that in consideration of the assumption by <strong>RCBC</strong> of certain<br />
liabilities due to creditors and other suppliers, the Company irrevocably sold and<br />
transferred its credit card receivables to <strong>RCBC</strong> amounting to P7.2 billion. Both parties<br />
also agreed that the credit card accounts of the Company’s cardholders will be<br />
transferred to <strong>RCBC</strong>;<br />
b. The Company and <strong>RCBC</strong> executed a Deed of Absolute Sale for the sale of <strong>Bankard</strong>’s 30<br />
condominium units located at the Robinsons Equitable Tower, the Company’s principal<br />
place of business, with a net book value of P278.2 million for a consideration of P285.1<br />
million. The sale resulted to the Company’s recognition of a gain amounting to P6.9<br />
million.<br />
c. The Company executed a Deed of Sale of Assets with <strong>RCBC</strong> for the sale of its various<br />
assets in consideration for the assumption by <strong>RCBC</strong> of certain liabilities due to creditors<br />
and suppliers.<br />
<strong>RCBC</strong> also requested BSP’s approval/confirmation on the above transactions. The<br />
Company reflected the effects of the above transactions in its 2006 financial statements<br />
thereby reducing substantially its total assets and total liabilities by P7.4 billion and<br />
recognizing a net loss from the transactions of P0.8 million in 2006. However, to date, the<br />
approval/confirmation of these transactions is still pending with the BSP.<br />
1.4 Services Agreement<br />
On December 29, 2006, the Company entered into a services agreement with <strong>RCBC</strong>. Under<br />
this agreement, the Company agreed to provide <strong>RCBC</strong> with marketing, distribution,<br />
technical, collection and selling assistance and processing services to <strong>RCBC</strong> in connection<br />
with the operation of the credit card business. This agreement is pursuant to the terms and<br />
conditions of the Deed of Assignment of Receivables where the Company sold its right, title<br />
and interest to its receivables to <strong>RCBC</strong>. The agreement is subject to the<br />
approval/confirmation of BSP.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 45
1.5 Change in the Nature of Business of the Company<br />
As a result of the sale of substantially all of the assets to and the assumption of liabilities of<br />
the Company by <strong>RCBC</strong>, the Company entered into a Services Agreement with <strong>RCBC</strong>. The<br />
Company continues to be eligible to engage in the business of card issuance, acquiring of<br />
card transactions and payments processing. At present, the Company is considering several<br />
projects in the mentioned lines of business.<br />
1.6 Approval of Financial Statements<br />
The financial statements of the Company for the year ended December 31, 2006 (including<br />
the comparatives for the years ended December 31, 2005 and 2004) were authorized for<br />
issue by the Company’s Board of Directors on February 5, 2007. Additional approval was<br />
also obtained from the Company’s President on February 23, 2007 with respect to<br />
the disclosure of a subsequent event in Note 20.<br />
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />
The significant accounting policies that have been used in the preparation of these financial<br />
statements are summarized below. The policies have been consistently applied to all years<br />
presented, unless otherwise stated.<br />
2.1 Basis of Preparation of Financial Statements<br />
(a) Statement of Compliance with Philippine Financial Reporting Standards<br />
The financial statements of the Company have been prepared in accordance with<br />
Philippine Financial Reporting Standards (PFRSs). PFRSs are adopted by the Financial<br />
Reporting Standards Council (FRSC), formerly the Accounting Standards Council, from<br />
the pronouncements issued by the International Accounting Standards Board (IASB).<br />
PFRSs consist of:<br />
(i) PFRSs – corresponding to International Financial Reporting Standards;<br />
(ii.) Philippine Accounting Standards (PASs) – corresponding to International<br />
Accounting Standards; and,<br />
(iii.) Interpretations to existing standards – representing interpretations issued by the<br />
International Financial Reporting Interpretations Committee (IFRIC), formerly the<br />
Standing Interpretations Committee, of the IASB which are adopted by the FRSC.<br />
These financial statements have been prepared on the historical cost basis, except for the<br />
revaluation of certain financial assets. The measurement bases are more fully described<br />
in the accounting policies that follow.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 46
(b) Transition to PFRS in 2005<br />
In compliance with the pronouncements of the FRSC and the regulations of the<br />
Securities and Exchange Commission, the Company adopted all the relevant PFRSs for<br />
the first time in its financial statements for the year ended December 31, 2005, with<br />
January 1, 2004 as its transition date.<br />
The transition from the previous generally accepted accounting principles in the<br />
Philippines to PFRS was made in accordance with PFRS 1, First-time Adoption of Philippine<br />
Financial Reporting Standards.<br />
The Company’s transition to PFRS in 2005 resulted in the restatement of the balance of<br />
Equity as of January 1, 2005 and 2004. The total adjustments to Equity, particularly in<br />
the balance of Retained Earnings and Fair Value Gain (Loss) on Available-for-sale<br />
Securities, arising from the transition are broken down as follows:<br />
January 1, 2005<br />
Fair Value Gain<br />
(Loss) on<br />
Relevant Available-for- Retained Total<br />
PFRS sale Securities Earnings Adjustment<br />
Recognition of transitional<br />
asset on defined benefit<br />
plan PAS 19 P - P 757,853 P 757,853<br />
Remeasurement of investment<br />
property PAS 40 - 893,425 893,425<br />
Remeasurement of availablefor-sale<br />
financial assets PAS 39 69,950 - 69,950<br />
P 69,950 P 1,651,278 P 1,721,228<br />
January 1, 2004<br />
Recognition of transitional<br />
asset on defined benefit<br />
plan PAS 19 P - P 3,759,004 P 3,759,004<br />
Remeasurement of investment<br />
property PAS 40 - 1,029,135 1,029,135<br />
Remeasurement of availablefor-sale<br />
financial assets PAS 39 79,975 - 79,975<br />
P 79,975 P 4,788,139 P 4,868,114<br />
In addition to the foregoing adjustments to Equity, the structure of the balance sheet and<br />
income statement was also revised.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 47
(c) Functional and Presentation Currency<br />
These financial statements are presented in Philippine pesos, the Company’s functional<br />
currency, and all values represent absolute amounts except when otherwise indicated (see<br />
also Note 2.9).<br />
2.2 Impact of New Standards, and Amendments and Interpretations to Existing<br />
Standards that are Relevant to the Company<br />
(a) Effective in 2006<br />
In 2006, the Company adopted the amendments and interpretations to existing<br />
accounting standards issued by the IASB and adopted by the FRSC which are mandatory<br />
for accounting periods beginning on or after January 1, 2006. These amendments and<br />
interpretations are as follows:<br />
PAS 19 (Amendment) : Employee Benefits<br />
PAS 39 (Amendment) : The Fair Value Option<br />
PAS 39 and PFRS 4<br />
(Amendment) : Financial Guarantee Contracts<br />
Philippine Interpretation<br />
IFRIC 4 : Determination Whether an Arrangement<br />
Contains a Lease<br />
Discussed below are the impact on the financial statements of each of these amendments<br />
and interpretations.<br />
(i)<br />
(ii)<br />
PAS 19 (Amendment), Employee Benefits. The amendment introduces an option<br />
for an alternative recognition approach for actuarial gains and losses. It also adds<br />
new disclosure requirements and imposes additional recognition requirements for<br />
multi-employer plans where insufficient information is available to apply defined<br />
benefit accounting. Because the Company does not intend to change its current<br />
accounting policy for recognition of actuarial gains and losses and does not<br />
participate in any multi-employer plans, the adoption of this amendment did not<br />
result in a material adjustment to the financial statements.<br />
PAS 39 (Amendment), The Fair Value Option. This amendment changes the<br />
definition of financial instruments classified as at fair value through profit or loss<br />
and restricts the ability to designate financial instruments as part of this category.<br />
The adoption of this amendment did not result in a material reclassification of<br />
financial instruments because their current designation conforms with the<br />
amendments to PAS 39.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 48
(iii)<br />
(iv)<br />
PAS 39 and PFRS 4 (Amendment), Financial Guarantee Contracts. The amendment<br />
requires the recognition of guarantee liability, at its fair value, of the parent company<br />
in relation to a third party loan to a subsidiary guaranteed by the parent company.<br />
The Company’s adoption of the amendment did not result in a material adjustment<br />
to the financial statements.<br />
Philippine Interpretation IFRIC 4, Determining Whether an Arrangement Contains a<br />
Lease. Philippine Interpretation IFRIC 4 requires the determination of whether an<br />
arrangement is or contains a lease based on the substance of the arrangement. It<br />
requires an assessment of whether: (a) fulfillment of the arrangement is dependent<br />
on the use of a specific asset; and (b) the arrangement conveys a right to use the<br />
asset. Based on the management’s current year assessment, the adoption of<br />
Philippine Interpretation IFRIC 4 has no significant impact on the Company’s<br />
current operations because there were no outstanding arrangements that were<br />
identified to be a lease or contains a lease.<br />
(b) Effective Subsequent to 2006<br />
There are a few new standards, and amendments and interpretation to existing standards<br />
that are effective for periods subsequent to 2006. Of these new standards, and<br />
amendments and interpretations, the following are relevant to the Company but the<br />
Company has opted not to adopt them early.<br />
PAS 1 (Amendment) : Presentation of Financial Statements<br />
PFRS 7 : Financial Instruments: Disclosures<br />
Below is a discussion of the possible impact of the foregoing standards, amendments<br />
and interpretations which the Company will apply in 2007 in accordance with their<br />
transitional provisions.<br />
PFRS 7, Financial Instruments: Disclosures and complementary amendment to PAS 1<br />
(effective for annual periods beginning on or after January 1, 2007). PFRS 7 introduces<br />
new disclosures to improve the information about financial instruments. It requires the<br />
disclosure of qualitative and quantitative information about exposure to risks arising<br />
from financial instruments, including specified minimum disclosures about credit risk,<br />
liquidity risk and market risk, including sensitivity analysis to market risk. It replaces<br />
PAS 30, Disclosures in the Financial Statements of Banks and Similar Financial Institutions, and<br />
disclosure requirements in PAS 32, Financial Instruments: Disclosure and Presentation. It is<br />
applicable to all entities that report under PFRS. The amendment to PAS 1 introduces<br />
disclosures about the level of an entity’s capital and how it manages capital. The<br />
Company has assessed the impact of PFRS 7 and the amendment to PAS 1 and<br />
concluded that the main additional disclosures will be the sensitivity analysis to market<br />
risk and the capital disclosures required by the amendment of PAS 1.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 49
2.3 Financial Assets<br />
Financial assets include cash and financial instruments. Financial assets, other than hedging<br />
instruments, are classified into the following categories: financial assets at fair value through<br />
profit or loss, loans and receivables, held-to-maturity investments and available-for-sale<br />
financial assets. Financial assets are assigned to the different categories by management on<br />
initial recognition, depending on the purpose for which the investments were acquired. The<br />
designation of financial assets is re-evaluated at every reporting date at which date a choice<br />
of classification or accounting treatment is available.<br />
Cash and cash equivalents are defined as cash on hand, demand deposits and<br />
short-term, highly liquid investments readily convertible to known amounts of cash and<br />
which are subject to insignificant risk of changes in value.<br />
All financial assets are recognized on their trade date. All financial assets that are not<br />
classified at fair value through profit or loss are initially recognized at fair value, plus<br />
transaction costs.<br />
The Company’s financial assets are lodged in the following categories:<br />
• Financial Assets at Fair Value through Profit or Loss. This category includes financial<br />
assets that are either classified as held for trading or are designated by the entity to be<br />
carried at fair value through profit or loss upon initial recognition. A financial asset<br />
is classified in this category if acquired principally for the purpose of selling in the<br />
short term or if so designated by management. Derivatives are also categorized as<br />
‘held for trading’ unless they are designated as hedges. Assets in this category are<br />
classified as current assets if they are either held for trading or are expected to be<br />
realized within 12 months of the balance sheet date.<br />
Subsequent to initial recognition, the financial assets included in this category are<br />
measured at fair value with changes in fair value recognized in profit or loss.<br />
Financial assets originally designated as financial assets at fair value through profit or<br />
loss may not subsequently be reclassified.<br />
• Loans and Receivables. Loans and receivables are non-derivative financial assets<br />
with fixed or determinable payments that are not quoted in an active market. They<br />
arise when the Company provides money, goods or services directly to a debtor.<br />
They are included in current assets, except for maturities greater than 12 months after<br />
the balance sheet date which are classified as non-current assets.<br />
Loans and receivables are classified as Credit Card and Other Receivables in the<br />
balance sheets (see Note 5).<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 50
Credit card receivables as financial assets classified by the Company as loans and<br />
receivables, are stated at amortized cost using effective interest method reduced by<br />
various reserves and allowance for impairment. The credit card receivables’<br />
outstanding balance consists of the principal amount, finance charges and late<br />
payment fees. The principal amount pertains to the purchase cost of goods or<br />
services bought by cardholders, cash advances, first year or renewal membership fees<br />
and charges other than finance charges and late payment fees.<br />
Credit card-related receivables represent temporarily lodged receivables, inclusive of<br />
outgoing settlement and chargeback transactions, resulting from normal timing<br />
differences that are not yet settled as of balance sheet date. These receivables are<br />
immediately settled subsequent to the balance sheet date.<br />
Sale of credit card receivables<br />
The Company has existing arrangements with <strong>RCBC</strong> and <strong>RCBC</strong> Capital covering the<br />
sale of credit card receivables (see Notes 5 and 15). The Company agrees to sell to<br />
<strong>RCBC</strong> and <strong>RCBC</strong> Capital, the latter acting as financial broker to third parties, all the<br />
rights and interest in certain credit card receivables at an agreed rate of discount,<br />
inclusive of the broker’s fee. Collection of the accounts is undertaken by the<br />
Company for and on behalf of <strong>RCBC</strong> and <strong>RCBC</strong> Capital and, ultimately, third parties.<br />
The agreement also provides certain conditions and events wherein the Company can<br />
reacquire certain receivables sold.<br />
The Company derecognizes the credit card receivables sold. It records the excess of<br />
the principal balance of credit card receivables sold over the cash value received as<br />
part of the Finance Costs account in the income statements. Collections from sold<br />
credit card receivables are recognized as part of the Cardholders’ Credit Balances,<br />
Trade and Other Payables account in the balance sheets.<br />
Impairment of credit card receivables<br />
Prior to the effectivity of the BSP Memo Circular No. 398 on December 1, 2003, the<br />
allowance for impairment was estimated based on the credit card receivable balances<br />
which are assessed by the Company as fully impaired (see Note 5).<br />
In 2003, the BSP issued Memo Circular No. 398 prescribing the computation of the<br />
allowance for doubtful accounts based on the following rates and classifications:<br />
Past due accounts over 90 days<br />
but not over 120 days 25%<br />
Past due accounts over 121 days<br />
but not over 180 days 50%<br />
Past due accounts over 181 days 100%<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 51
Starting December 1, 2003, for purposes of its prudential reporting to the BSP, the<br />
Company computes the allowance for impairment on its credit card receivables<br />
following BSP Memo Circular No. 398 which is based on an accelerated approach,<br />
i.e., based on the total outstanding balances of accounts classified according to the<br />
age of the oldest unpaid balance of said accounts. The Company, however, after<br />
discussion with and approval of the BSP, has recognized the required additional<br />
allowance for impairment as of December 31, 2003 on a staggered basis over a<br />
period of seven years starting 2004 (see Note 5).<br />
In 2004, the BSP issued Circular No. 494 prescribing the guidelines on the adoption<br />
of the PFRSs and PASs effective from the annual financial reporting period<br />
beginning January 1, 2005, for purposes of preparing the prudential reports and<br />
audited financial statements of entities regulated by the BSP. In relation to those<br />
guidelines, the Company is required to meet the BSP recommended valuation<br />
reserves in accordance with Circular 398 as mentioned above. Under Circular No.<br />
494, however, the BSP allows entities to account for certain items in the prudential<br />
reports in accordance with BSP rules which differ from the requirements of certain<br />
PFRSs and PASs. Notwithstanding these exceptions allowed in prudential reports,<br />
the audited financial statements required to be submitted to the BSP shall in all<br />
respects comply with PFRS.<br />
For purposes of the annual audited financial statements, the Company assesses at<br />
each balance sheet date whether there is evidence of impairment in accordance with<br />
the general principles and methodology set out in PAS 39 and the relevant<br />
implementation guidance.<br />
For credit card and other receivables, accounts for which payment of interest or<br />
principal is overdue by at least one day are tested for impairment. If no cash<br />
collections are expected from these accounts, then impairment is assessed at 100% of<br />
the outstanding balance of all past due accounts.<br />
• Available-for-sale Financial Assets. These include non-derivative financial assets that are<br />
either designated to this category or do not qualify for inclusion in any of the other<br />
categories of financial assets. They are included in other non-current assets account<br />
in the balance sheets.<br />
All financial assets within this category are subsequently measured at fair value,<br />
unless otherwise disclosed, with changes in value recognized in equity, net of any<br />
effects arising from income taxes. Gains and losses arising from securities classified<br />
as available-for-sale are recognized in the income statement when they are sold or<br />
when the investment is impaired.<br />
In the case of impairment, any loss previously recognized in equity is transferred to<br />
the income statement. Losses recognized in the income statement on equity<br />
investments are not reversed through the income statement. Losses recognized in<br />
prior period income statements resulting from the impairment of debt instruments<br />
are reversed through the income statement.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 52
For investments that are actively traded in organized financial markets, fair value is<br />
determined by reference to stock exchange quoted market bid prices at the close of business<br />
on the balance sheet date. For investments where there is no quoted market price, fair value<br />
is determined by reference to the current market value of another instrument which is<br />
substantially the same or is calculated based on the expected cash flows of the underlying net<br />
asset base of the investment.<br />
Derecognition of financial assets occurs when the rights to receive cash flows from the<br />
financial instruments expire or are transferred and substantially all of the risks and rewards<br />
of ownership have been transferred.<br />
2.4 Property and Equipment<br />
Property and equipment are carried at cost less accumulated depreciation and amortization<br />
and any impairment in value. The cost of property and equipment comprises its purchase<br />
price, including import duties, purchase taxes and any costs directly attributable to bring the<br />
asset to its working condition and location for its intended use and an estimated cost of<br />
dismantling and removing the asset and restoring the life to the extent that the Company has<br />
a legal and constructive obligation for such decommissioning and restoration costs.<br />
Expenses incurred after the property and equipment have been put into operation, such as<br />
repairs and maintenance and overhaul costs, are normally charged against income in the<br />
period the costs are incurred. In situations where it can be clearly demonstrated that the<br />
expenditures have resulted in an increase in the future economic benefits expected to be<br />
obtained from the use of an item of property and equipment beyond its originally assessed<br />
standard of performance, the expenditures are capitalized as an additional cost of the asset.<br />
After consideration of residual value, depreciation and amortization is computed on the<br />
straight-line basis over the estimated useful lives of the assets as follows:<br />
Buildings and improvements<br />
Office furniture, fixtures<br />
and equipment<br />
Transportation equipment<br />
Software development<br />
Leasehold improvements<br />
50 years<br />
5 years<br />
5 years<br />
3 years<br />
3 years or the term of the lease,<br />
whichever is shorter<br />
An asset’s carrying amount is written down immediately to its recoverable amount if the<br />
asset’s carrying amount is greater than its estimated recoverable amount.<br />
The residual values and estimated useful lives of property and equipment are reviewed, and<br />
adjusted if appropriate, at each balance sheet date.<br />
An item of property and equipment is derecognized upon disposal or when no future<br />
economic benefits are expected to arise from the continued use of the asset. Any gain or<br />
loss arising on derecognition of the asset (calculated as the difference between the net<br />
disposal proceeds and the carrying amount of the item) is included in the income statement<br />
in the year the item is derecognized.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 53
2.5 Investment Property<br />
Investment property (shown as part of Other Non-current Assets) pertains to a<br />
condominium unit acquired by the Company as payment from a defaulting borrower.<br />
Investment property is initially recognized at cost, which includes acquisition price and<br />
directly attributable expenditures such as legal fees, transfer taxes and other transaction<br />
costs. Subsequent to initial recognition, investment property is stated at cost less<br />
accumulated depreciation and any impairment losses.<br />
Investment property is derecognized upon disposal or when permanently withdrawn from<br />
use and no future economic benefit is expected from its disposal. Any gain or loss on the<br />
retirement or disposal of an investment property is recognized in the income statement in<br />
the year of retirement or disposal.<br />
2.6 Financial Liabilities<br />
Financial liabilities include bills payable, cardholders’ credit balances, trade and other<br />
payables, derivative financial liabilities and other current liabilities.<br />
Financial liabilities are recognized when the Company becomes a party to the contractual<br />
agreements of the instrument. All interest related charges is recognized as an expense in the<br />
income statement under the caption Finance Costs.<br />
Financial liabilities are recognized initially at their nominal value and subsequently measured<br />
at amortized cost less settlement payments.<br />
Bills payable are raised for support of long-term funding of operations. They are recognized<br />
at the amount of proceeds received, which is net of direct issue costs. Finance charges,<br />
including premiums payable on settlement or redemption and direct issue costs, are charged<br />
to profit or loss on an accrual basis using the effective interest method and are added to the<br />
carrying amount of the instrument to the extent that they are not settled in the period in<br />
which they arise.<br />
Cardholders’ credit balances represent advance payments made by certain cardholders.<br />
These advances were entitled to advance payment peso points as determined by the<br />
Company until November 30, 2006. The earned peso points (shown as part of the<br />
Advertising, Rewards and Promotions account in the income statements) are not<br />
withdrawable but applied against incoming card billings of the said cardholders.<br />
Derivative financial liabilities represent the cumulative net fair value losses arising from the<br />
Company’s foreign currency forward transactions.<br />
Financial liabilities are derecognized from the balance sheet only when the obligations are<br />
extinguished either through discharge, cancellation or expiration.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 54
2.7 Provisions<br />
Provisions are recognized when present obligations will probably lead to an outflow of<br />
economic resources and they can be estimated reliably even if the timing or amount of the<br />
outflow may still be uncertain. A present obligation arises from the presence of a legal or<br />
constructive commitment that has resulted from past events.<br />
Provisions are measured at the estimated expenditure required to settle the present<br />
obligation, based on the most reliable evidence available at the balance sheet date, including<br />
the risks and uncertainties associated with the present obligation. Any reimbursement<br />
expected to be received in the course of settlement of the present obligation is recognized, if<br />
virtually certain, as a separate asset at an amount not exceeding the balance of the related<br />
provision. Where there are a number of similar obligations, the likelihood that an outflow<br />
will be required in settlement is determined by considering the class of obligations as a<br />
whole. In addition, long term provisions are discounted to their present values, where time<br />
value of money is material.<br />
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best<br />
estimate.<br />
In those cases where the possible outflow of economic resource as a result of present<br />
obligations is considered improbable or remote, or the amount to be provided for cannot be<br />
measured reliably, no liability is recognized in the financial statements.<br />
Probable inflows of economic benefits that do not yet meet the recognition criteria of an<br />
asset are considered contingent assets, hence are not recorded.<br />
The Company, under its rewards program, offers monetized rewards to active cardholders.<br />
Provisions for rewards are recognized at a certain rate of cardholders’ credit card availments,<br />
determined by management based on redeemable amounts. At present, the Company has<br />
not set a prescription period for the redemption of the reward points.<br />
2.8 Revenue and Cost Recognition<br />
Revenue is recognized to the extent that it is probable that the economic benefits will flow to<br />
the Company and the revenue can be reliably measured. The following specific recognition<br />
criteria must also be met before revenue is recognized:<br />
• Finance charges on revolving accounts, other than those classified as installment<br />
accounts, are recognized as income as long as those outstanding accounts are not 90<br />
days past due or older. In 2003, these finance charges were recognized as income<br />
provided the accounts were not 180 days past due or older.<br />
• Finance charges on installment accounts and first year and renewal membership fees<br />
are recognized as income when billed to cardholders. Purchases by the Company’s<br />
cardholders which are collected on installment basis are recorded at the cost of the<br />
items purchased.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 55
• Late payment fees are billed on delinquent credit card receivable balances until 179<br />
days past due. These late payment fees are recognized as income upon collection.<br />
• Merchant discounts, net of interchange costs, are recognized as income upon<br />
presentation by member establishments of charges arising from <strong>Bankard</strong> and non-<br />
<strong>Bankard</strong> (associated with MasterCard, JCB and VISA labels) credit card availments<br />
passing through the Company’s credit card terminals. These discounts are computed<br />
based on agreed rates and are deducted from amounts remitted to the member<br />
establishments. Interchange costs pertain to the other credit card companies’ share<br />
in <strong>Bankard</strong>’s merchant discounts whenever their issued credit cards transact in a<br />
<strong>Bankard</strong> terminal.<br />
• Interchange fees are recognized as income by the Company upon settlement of daily<br />
credit card transactions. Interchange fees arise when other credit card companies<br />
acquire <strong>Bankard</strong>-issued credit card transactions. Interchange fees pertain to the<br />
Company’s share of other credit card companies’ merchant discount earnings<br />
whenever a <strong>Bankard</strong>-issued credit card transacts at their terminals.<br />
Costs and expenses are recognized in the income statement upon utilization of the service or<br />
at the date the costs and expenses are incurred. Finance costs are reported on an accrual<br />
basis.<br />
2.9 Functional Currency and Foreign Currency Transactions<br />
• Functional and Presentation Currency<br />
Items included in the financial statements of the Company are measured using the<br />
currency of the primary economic environment in which the entity operates<br />
(the “functional currency”). The financial statements are presented in Philippine<br />
pesos, which is the Company’s functional and presentation currency.<br />
• Transactions and Balances<br />
The accounting records of the Company are maintained in Philippine pesos. Foreign<br />
currency transactions during the year are translated into the functional currency at<br />
exchange rates which approximate those prevailing on transaction dates.<br />
Foreign exchange gains and losses resulting from the settlement of such transactions<br />
and from the translation at year-end exchange rates of monetary assets and liabilities<br />
denominated in foreign currencies are recognized in the income statement.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 56
2.10 Impairment of Non-financial Assets<br />
The Company’s property and equipment and investment property are subject to impairment<br />
testing.<br />
An impairment loss is recognized for the amount by which the asset’s carrying amount<br />
exceeds its recoverable amount. The recoverable amount is the higher of fair value,<br />
reflecting market conditions less costs to sell and value in use, based on an internal<br />
discounted cash flow evaluation.<br />
All assets are subsequently reassessed for indications that an impairment loss previously<br />
recognized may no longer exist and the carrying amount of the asset is adjusted to the<br />
recoverable amount resulting in the reversal of the impairment loss.<br />
2.11 Employee Benefits<br />
• Retirement Benefit Obligations<br />
Pension benefits are provided to regular employees through a defined benefit plan.<br />
A defined benefit plan is a pension plan that defines an amount of pension benefit<br />
that an employee will receive on retirement, usually dependent on one or more factors<br />
such as age, years of service and salary. The legal obligation for any benefits from this<br />
kind of pension plan remains with the Company, even if plan assets for funding the<br />
defined benefit plan have been acquired. Plan assets may include assets specifically<br />
designated to a long-term benefit fund as well as qualifying insurance policies. The<br />
Company’s defined benefit pension plan covers all regular full-time employees. The<br />
pension plan is tax-qualified, noncontributory and administered by a trustee.<br />
The liability recognized in the balance sheet for defined benefit pension plans is the<br />
present value of the defined benefit obligation (DBO) at the balance sheet date less<br />
the fair value of plan assets, together with adjustments for unrecognized actuarial<br />
gains or losses and past service costs. The DBO is calculated every two years by<br />
independent actuaries using the projected unit credit method. The present value of the<br />
DBO is determined by discounting the estimated future cash outflows using interest<br />
rates of high quality corporate bonds that are denominated in the currency in which<br />
the benefits will be paid and that have terms to maturity approximating to the terms<br />
of the related pension liability.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 57
Actuarial gains and losses are not recognized as an expense or income unless the total<br />
unrecognized gain or loss exceeds 10% of the greater of the obligation and related<br />
plan assets. The amount exceeding this 10% corridor is charged or credited to profit<br />
or loss over the employees’ expected average remaining working lives. Actuarial gains<br />
and losses within the 10% corridor is disclosed separately. Past-service costs are<br />
recognized immediately in the income statement, unless the changes to the pension<br />
plan are conditional on the employees remaining in service for a specified period of<br />
time (the vesting period). In this case, the past service costs are amortized on a<br />
straight-line basis over the vesting period.<br />
• Termination Benefits<br />
Termination benefits are payable when employment is terminated by the Company<br />
before the normal retirement date, or whenever an employee accepts voluntary<br />
redundancy in exchange for these benefits. The Company recognizes termination<br />
benefits when it is demonstrably committed to either: (a) terminating the employment<br />
of current employees according to a detailed formal plan without possibility of<br />
withdrawal; or (b) providing termination benefits as a result of an offer made to<br />
encourage voluntary redundancy. Benefits falling due more than 12 months after the<br />
balance sheet date are discounted to present value.<br />
• Compensated Absences<br />
Compensated absences are recognized for the number of paid leave days (including<br />
holiday entitlement) remaining at the balance sheet date. They are included in<br />
Cardholders’ Credit Balances, Trade and Other Payables account at the undiscounted<br />
amount that the Company expects to pay as a result of the unused entitlement.<br />
2.12 Income Taxes<br />
Current tax assets or liabilities comprise those claims from, or obligations to, fiscal<br />
authorities relating to the current or prior reporting period, that are uncollected or unpaid at<br />
the balance sheet date. They are calculated according to the tax rates and tax laws applicable<br />
to the fiscal periods to which they relate, based on the taxable profit for the year. All<br />
changes to current tax assets or liabilities are recognized as a component of tax expense in<br />
the income statement.<br />
Deferred tax is provided using the balance sheet liability method, on all temporary<br />
differences at the balance sheet date between the tax bases of assets and liabilities and their<br />
carrying amounts for financial reporting purposes.<br />
Under the balance sheet liability method, with certain exceptions, deferred tax liabilities are<br />
recognized for all taxable temporary differences and deferred tax assets are recognized for all<br />
deductible temporary differences and the carryforward of unused tax losses and unused tax<br />
credits to the extent that it is probable that taxable profit will be available against which the<br />
deferred tax assets can be utilized.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 58
The carrying amount of deferred tax assets is reviewed at each balance sheet date and<br />
reduced to the extent that it is probable that sufficient taxable profit will be available to allow<br />
all or part of the deferred tax assets to be utilized.<br />
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to<br />
the period when the asset is realized or the liability is settled, based on tax rates and tax laws<br />
that have been enacted or substantively enacted at the balance sheet date.<br />
2.13 Related Parties<br />
Parties are considered related when one party has the ability, directly or indirectly, to control<br />
the other party or exercise significant influence over the other party in making financial and<br />
operating decisions. Parties are also considered to be related if they are subject to common<br />
control or common significant influence. Related parties may be individuals or corporate<br />
entities.<br />
2.14 Equity<br />
Capital stock is determined using the nominal value of shares that have been issued.<br />
Additional paid-in capital includes any premiums received on the initial issuance of capital<br />
stock. Any transaction costs associated with the issuance of shares are deducted from<br />
additional paid-in capital, net of any related income tax benefits.<br />
Deposit on future stock subscription represents cash or noncash considerations received<br />
from stockholders as deposit on the subscription to the Company’s unissued shares.<br />
Treasury shares are stated at the cost of re-acquiring such shares.<br />
Fair value gain (loss) on available-for-sale securities comprises the net gains and losses due to<br />
the revaluation of available-for-sale securities.<br />
Deficit includes all current and prior period results as disclosed in the income statement.<br />
2.15 Loss Per Share<br />
Loss per share is determined by dividing the net loss by the weighted average number of<br />
common shares subscribed and issued during the year considering the acquisition of treasury<br />
shares, if any, and after giving retroactive effect to stock dividends declared in the current<br />
year, if any.<br />
3. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES<br />
The Company’s financial statements prepared in accordance with PFRS require management<br />
to make judgments and estimates that affect amounts reported in the financial statements<br />
and related notes.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 59
3.1 Judgments<br />
In the process of applying the Company’s accounting policies, management has made the<br />
following judgments, apart from those involving estimation, which have the most significant<br />
effect on the amounts recognized in the financial statements:<br />
(a) Functional Currency<br />
The Company has determined that its functional currency is the Philippine peso which is the<br />
currency of the primary environment in which the Company operates.<br />
(b) Impairment of Available-for-sale Securities<br />
The Company follows the guidance of PAS 39 on determining when an investment is otherthan-temporarily<br />
impaired. This determination requires significant judgment. In making this<br />
judgment, the Company evaluates, among other factors, the duration and extent to which the<br />
fair value of an investment is less than its cost; and the financial health of and near-term<br />
business outlook for the investee, including factors such as industry and sector performance,<br />
changes in technology and operational and financing cash flow.<br />
(c) Distinction Between Investment Properties and Owner-occupied Properties<br />
The Company determines whether a property qualifies as investment property. In making its<br />
judgment, the Company considers whether the property generated cash flows largely<br />
independently of the other assets held by an entity. Owner-occupied properties generate<br />
cash flows that are attributable not only to property but also to other assets used in the<br />
production or supply process.<br />
Some properties comprise a portion that is held to earn rental or for capital appreciation and<br />
another portion that is held for use in the production and supply of goods and services or<br />
for administrative purposes. If these portion can be sold separately (or leased out separately<br />
under finance lease), the Company accounts for the portions separately. If the portion<br />
cannot be sold separately, the property is accounted for as investment property only if an<br />
insignificant portion is held for use in the production or supply of goods or services or for<br />
administrative purposes. Judgment is applied in determining whether ancillary services are<br />
so significant that a property does not qualify as investment property. The Company<br />
considers each property separately in making its judgment.<br />
(d) Provisions and Contingencies<br />
Judgment is exercised by management to distinguish between provisions and contingencies.<br />
Policies on recognition and disclosure of provision and disclosure of contingencies are<br />
discussed in Note 2.7 and relevant disclosures are presented in<br />
Notes 5 and 15.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 60
3.2 Estimates<br />
The estimates and assumptions used in the financial statements are based upon<br />
management’s evaluation of relevant facts and circumstances of the Company’s financial<br />
statements. Actual results could differ from those estimates. The following are the relevant<br />
estimates performed by management on its December 31, 2006 and 2005 financial<br />
statements:<br />
(a) Useful Life of Property and Equipment and Investment Property<br />
The Company estimates the useful lives of property and equipment and investment property<br />
based on the period over which the assets are expected to be available for use. The<br />
estimated useful lives of property and equipment and investment property are reviewed<br />
periodically and are updated if expectations differ from previous estimates due to physical<br />
wear and tear, technical or commercial obsolescence and legal or other limits on the use of<br />
the assets. In addition, estimation of the useful lives of property and equipment and<br />
investment property is based on collective assessment of industry practice, internal technical<br />
evaluation and experience with similar assets. It is possible, however, that future results of<br />
operations could be materially affected by changes in estimates brought about by changes in<br />
factors mentioned above. The amounts and timing of recorded expenses for any period<br />
would be affected by changes in these factors and circumstances. A reduction in the<br />
estimated useful lives of property and equipment and investment property would increase<br />
recorded operating expenses and decrease non-current assets.<br />
Property and equipment net of accumulated depreciation, amortization and impairment<br />
losses amounted to P6,951,904 and P388,594,002 as of December 31, 2006 and 2005,<br />
respectively (see Note 7).<br />
Investment property net of accumulated depreciation, amortization and impairment losses<br />
amounted to P622,005 and P757,715 as of December 31, 2006 and 2005, respectively (see<br />
Note 8).<br />
(b) Allowance for Impairment of Credit Card and Other Receivables<br />
Allowance is made for specific and groups of accounts, where objective evidence of<br />
impairment exists. The Company evaluates these accounts based on available facts and<br />
circumstances, including, but not limited to, the length of the Company’s relationship with<br />
the customers, the customers’ current credit status based on third party credit reports and<br />
known market forces, average age of accounts, collection experience and historical loss<br />
experience.<br />
Provisions for impairment losses on credit card and other receivables amounted to about<br />
P978.6 million in 2006 and P921.9 million in 2005 (see Note 5).<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 61
(c) Valuation of Financial Assets Other than Credit Card and Other Receivables<br />
The Company carries certain financial assets at fair value, which requires the extensive use of<br />
accounting estimates and judgment. Significant components of fair value measurement were<br />
determined using verifiable objective evidence such as foreign exchange rates, interest rates,<br />
volatility rates. However, the amount of changes in fair value would differ if the Company<br />
utilized different valuation methods and assumptions. Any change in fair value of these<br />
financial assets and liabilities would affect profit and loss and equity.<br />
(d) Realizable Amount of Deferred Tax Assets<br />
The Company reviews its deferred tax assets at each balance sheet date and reduces the<br />
carrying amount to the extent that it is no longer probable that sufficient taxable profit will<br />
be available to allow all or part of the deferred tax asset to be utilized.<br />
Deferred tax assets amounted to P518,325,035 and P516,416,422 as of December 31, 2006<br />
and 2005, respectively (see Note 14).<br />
(e) Impairment of Non-financial Assets<br />
Except for intangible assets with indefinite useful lives, PFRS requires that an impairment<br />
review be performed when certain impairment indicators are present. The Company’s policy<br />
on estimating the impairment of non-financial assets is discussed in detail in Note 2.10.<br />
Though management believes that the assumptions used in the estimation of fair values<br />
reflected in the financial statements are appropriate and reasonable, significant changes in<br />
these assumptions may materially affect the assessment of recoverable values and any<br />
resulting impairment loss could have a material adverse effect on the results of operations.<br />
(f) Retirement Benefits and Other Retirement Benefits<br />
The determination of the Company’s obligation and cost of pension and other retirement<br />
benefits is dependent on the selection of certain assumptions used by actuaries in calculating<br />
such amounts. Those assumptions are described in Note 12 and include, among others,<br />
discount rates, expected return on plan assets and salary increase rate. In accordance with<br />
PFRS, actual results that differ from the assumptions are accumulated and amortized over<br />
future periods and therefore, generally affect the recognized expense and recorded obligation<br />
in such future periods.<br />
The retirement benefit obligation and net unrecognized actuarial gains amounted to<br />
P855,867 and P4,680,838, respectively, in 2006 and P4,291,633 and P4,680,838, respectively,<br />
in 2005 (see Note 12).<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 62
4. CASH AND CASH EQUIVALENTS<br />
Cash and cash equivalents as of December 31 are as follows (see Note 15):<br />
2006 2005<br />
Cash on hand and in banks P 337,052,077 P 282,212,245<br />
Short-term placements 9,711,900 95,000,000<br />
P 346,763,977 P 377,212,245<br />
Cash accounts with banks generally earn interest based on daily bank deposit rates. Shortterm<br />
placements have an average maturity of 2 days and annual effective interest rates of 2%<br />
and 2% to 8.75% for Philippine peso placements in 2006 and 2005, respectively, and 2.5%<br />
and 2.625% to 2.875% for U.S. dollar denominated placements in 2006 and 2005,<br />
respectively.<br />
5. CREDIT CARD AND OTHER RECEIVABLES<br />
This account is composed of the following:<br />
Notes 2006 2005<br />
Credit card:<br />
Regular 15 P 3,143,167,884 P 9,733,909,264<br />
Installment 10,393,465 260,281,603<br />
3,153,561,349 9,994,190,867<br />
Others:<br />
Credit card-related - 160,288,253<br />
Due from related parties 15 44,285,916 476,405<br />
Due from employees - net<br />
of long-term portion 8 7,208,511 4,754,038<br />
Miscellaneous 6,330,545 9,904,883<br />
57,824,972 175,423,579<br />
Allowance for impairment on:<br />
Credit card receivables ( 2,205,321,325) ( 1,627,608,760 )<br />
Miscellaneous ( 7,260,080) ( 7,354,974 )<br />
( 2,212,581,405) ( 1,634,963,734 )<br />
Reserves for penalties and others ( 948,105,637) ( 798,143,322 )<br />
( 3,160,687,042) ( 2,433,107,056 )<br />
Credit card receivables sold 15 - ( 4,446,317,942 )<br />
P 50,699,279 P 3,290,189,448<br />
In accordance with its policy, the Company has derecognized the credit card receivables sold<br />
in 2005. However, for financial statement presentation, the amounts sold are presented as<br />
deduction from the gross amounts of the credit card receivables as of December 31, 2005.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 63
The changes in the allowance for impairment on credit card receivables are shown below:<br />
Note 2006 2005<br />
Balance at beginning of year P 1,627,608,760 P 940,943,344<br />
Provision for impairment losses 978,639,388 921,916,673<br />
Reversal due to sale to <strong>RCBC</strong> 1 ( 70,762,845 ) -<br />
Write-offs ( 330,163,978 )( 235,251,257 )<br />
Balance at end of year P 2,205,321,325 P 1,627,608,760<br />
The Company’s credit card receivables are aged as follows:<br />
Note 2006 2005<br />
Current P - P 3,581,833,872<br />
1 day to 29 days - 298,398,881<br />
Past due<br />
30 days to 59 days - 153,340,785<br />
60 days to 89 days - 116,544,825<br />
90 days to 119 days - 102,314,289<br />
120 days to 179 days - 200,351,189<br />
180 days and over 3,153,561,349 5,541,407,026<br />
3,153,561,349 9,994,190,867<br />
Credit card receivables sold 15 - ( 4,446,317,942 )<br />
P 3,153,561,349 P 5,547,872,925<br />
On August 21, 2003, the BSP issued Memo Circular No. 398 which became effective on<br />
December 1, 2003. The BSP Circular prescribes, among others, the standard valuation<br />
reserves requirements for delinquent and potentially non-collectible credit card receivables.<br />
Based on this BSP Circular, the Company has determined that the required allowance for<br />
impairment in the amount of P3,602,000,000 on the total credit card receivable portfolio as<br />
of December 31, 2003 would have a significant impact on the 2003 financial statements of<br />
the Company if the whole amount would be recognized as of December 31, 2003. The<br />
Company’s management requested an approval from the BSP to allow the staggered booking<br />
of the required allowance impairment in 2003 over a period of seven years starting in 2004.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 64
The BSP, through its letter dated January 14, 2004, informed the Company that the<br />
Monetary Board, under its Resolution No. 1872 dated December 22, 2003, has granted the<br />
Company’s request to stagger the booking of the valuation reserves of P3,602,000,000 over<br />
seven years. Also, Resolution No. 1872 requires the Company to infuse fresh capital equal<br />
to the amount of valuation reserves booked in accordance with the terms of the BSP<br />
approval. On December 29, 2005, the Company made a fresh capital infusion amounting to<br />
P190,474,000 to comply with this BSP requirement (see Note 16).<br />
The staggered booking over the seven year period is shown below:<br />
Year Percentage Amount<br />
2004 5 P 180,100,000<br />
2005 5 180,100,000<br />
2006 18 648,360,000<br />
2007 18 648,360,000<br />
2008 18 648,360,000<br />
2009 18 648,360,000<br />
2010 18 648,360,000<br />
100 P 3,602,000,000<br />
Based on a separate determination made by the Company of the required valuation reserves<br />
as of December 31, 2003 following the provisions of the BSP Circular, the computed<br />
required additional allowance for impairment approximates the BSP-approved amount of<br />
P3.6 billion. However, in 2005, it was ascertained that this required additional allowance of<br />
P3.6 billion determined in 2003 did not pertain wholly to 2003, but a significant portion of<br />
such amount pertained to 2002 and prior years. Based on the Company’s recomputation, of<br />
the required additional allowance, P749.355 million pertained to 2003 and P2.852 billion<br />
pertained to 2002 and prior years. In computing these amounts, the rules under BSP<br />
Circular No. 398 were applied.<br />
Of the P3.6 billion required additional allowance, the Company already recognized P846.5<br />
million in its books as of December 31, 2006 as follows: P180.1 million of which was<br />
recognized in 2004, P180.1 million in 2005 and P486.3 million in 2006. Under PFRS, the<br />
Company should have taken up these additional impairment losses in 2003 and affected<br />
prior years.<br />
In addition, the Company sold and transferred to <strong>RCBC</strong> its various credit card receivables<br />
on December 29, 2006 totaling P7.2 billion under a Deed of Assignment of Receivables.<br />
The credit card receivables that were sold and transferred by the Company to <strong>RCBC</strong><br />
included those receivables which, as approved by the BSP, are being provided with<br />
allowance for impairment on a staggered basis. As a result of the sale and transfer of the<br />
credit card receivables to <strong>RCBC</strong>, the Company determined that the remaining unbooked<br />
allowance of P2.75 billion under the BSP approved staggered amortization of allowance for<br />
impairment is no longer required. However, the approval/confirmation of this transaction is<br />
still pending with the BSP.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 65
The balance of the credit card receivables as of December 31, 2005 is net of the accounts<br />
sold to <strong>RCBC</strong> and other third parties, with <strong>RCBC</strong> Capital acting as the Company’s financial<br />
broker to the other third parties (see Note 15), which the Company has derecognized in its<br />
books.<br />
Under PAS 39, Financial Instruments: Recognition and Measurement, and PAS 32, Financial<br />
Instruments: Disclosures and Presentation, the credit card receivables sold by the Company to<br />
<strong>RCBC</strong> and other third parties would not have qualified for derecognition. Had the credit<br />
card receivables sold not been derecognized, as of December 31, 2005, the Credit Card<br />
Receivables and Cardholders’ Credit Balances, Trade and Other Payables accounts would<br />
have been increased by P4,446,317,942, respectively. The effects of the derecognition on the<br />
Company’s reported net loss for the years ended December 31, 2005 and December 31,<br />
2004 could not be quantified.<br />
The following summarizes the effects of the staggered booking of additional valuation<br />
reserves and derecognition of the credit card receivables sold as compared with PFRS (as<br />
discussed earlier in this note), and the deferred tax effects (as presented in Note 14):<br />
2006<br />
Per PFRS As Reported Difference<br />
Balance sheets:<br />
Credit card and other receivables - net P 4,492,975,810 P 50,699,279 P 4,442,276,531<br />
Deferred tax assets 320,853 518,325,035 ( 518,004,182)<br />
Total assets 5,045,893,208 950,519,301 4,095,373,907<br />
Cardholders’ credit balances, trade and<br />
other payables 6,095,776,593 268,117,953 5,827,658,640<br />
Equity (capital deficiency) ( 3,592,734,722) 681,564,066 ( 4,274,298,788)<br />
Income statements:<br />
Impairment losses P 492,536,888 P 978,827,888 (P 486,291,000)<br />
Loss before tax ( 90,472,860 ) ( 575,555,234 ) 485,082,374<br />
Net loss ( 112,109,919 ) ( 597,615,312 ) 485,505,393<br />
2005<br />
Per PFRS As Reported Difference<br />
Balance sheets:<br />
Credit card and other receivables - net P 4,494,707,390 P 3,290,189,448 P 1,204,517,942<br />
Deferred tax assets (liabilities) ( 1,587,760) 516,416,422 ( 518,004,182 )<br />
Total assets 5,295,097,716 4,608,583,956 686,513,760<br />
Cardholders’ credit balances, trade and<br />
other payables 6,382,470,924 1,936,152,982 4,446,317,942<br />
Equity (capital deficiency) ( 3,480,624,804 ) 279,179,378 ( 3,759,804,182 )<br />
Income statements:<br />
Impairment losses P 741,816,673 P 921,916,673 (P 180,100,000 )<br />
Loss before tax ( 433,395,530 ) ( 613,495,530 ) 180,100,000<br />
Deferred tax expense (income) 311,546,870 ( 206,457,312 ) 518,004,182<br />
Net loss ( 760,289,687 ) ( 422,385,505 ) ( 337,904,182 )<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 66
2004<br />
Per PFRS As Reported Difference<br />
Balance sheets:<br />
Credit card and other receivables - net P 4,594,714,305 P 3,448,300,126 P 1,146,414,179<br />
Deferred tax assets 1,404,967,110 309,959,110 1,095,008,000<br />
Total assets 6,844,425,484 4,603,003,305 2,241,422,179<br />
Cardholders’ credit balances, trade and<br />
other payables 5,949,066,745 1,380,752,566 4,568,314,179<br />
Equity (capital deficiency) ( 1,815,351,117 ) 511,540,883 ( 2,326,892,000)<br />
Income statements:<br />
Impairment losses P 1,143,180,760 P 1,323,280,760 (P 180,100,000 )<br />
Loss before tax ( 667,666,358 ) ( 847,766,358 ) 180,100,000<br />
Deferred tax income ( 235,501,365 ) ( 293,133,365) 57,632,000<br />
Net loss ( 454,938,575 ) ( 577,406,575) 122,468,000<br />
The carrying amount of these short-term financial assets, net of unrecognized allowance for<br />
impairment in 2006 recorded on a staggered basis amounting to P2.75 billion, is a reasonable<br />
approximation of fair value.<br />
6. PREPAYMENTS AND OTHER CURRENT ASSETS<br />
This account includes the following:<br />
2006 2005<br />
Prepaid expenses P 2,633,479 P 23,172,616<br />
Supplies inventory 851,917 3,510,271<br />
7. PROPERTY AND EQUIPMENT<br />
P 3,485,396 P 26,682,887<br />
A reconciliation of the carrying amounts at the beginning and end of 2006 and 2005 and the<br />
gross carrying amounts and the accumulated depreciation and amortization of property and<br />
equipment are shown below:<br />
Office<br />
Furniture,<br />
Buildings and Fixtures and Software Transportation Leasehold<br />
Improvements Equipment Development Equipment Improvements Total<br />
Balance at January 1, 2006,<br />
net of accumulated<br />
depreciation and amortization P 284,698,588 P 48,243,942 P 45,539,780 P 10,111,692 P - P 388,594,002<br />
Additions - 5,359,077 4,261,262 - - 9,620,339<br />
Disposals - net ( 278,167,392) ( 35,097,969 ) ( 37,165,652 )( 546,264) - ( 350,977,277 )<br />
Depreciation and amortization<br />
charge for the year ( 6,531,196) ( 18,505,050 ) ( 12,529,900 ) ( 2,719,014) - ( 40,285,160 )<br />
Balance at December 31, 2006,<br />
net of accumulated<br />
depreciation and amortization P - P - P 105,490 P 6,846,414 P - P 6,951,904<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 67
Office<br />
Furniture,<br />
Buildings and Fixtures and Software Transportation Leasehold<br />
Improvements Equipment Development Equipment Improvements Total<br />
December 31, 2006<br />
Cost P - P - P 1,096,367 P 12,425,170 P - P 13,521,537<br />
Accumulated depreciation<br />
and amortization - - ( 990,877 ) ( 5,578,756) ( - ) ( 6,569,633)<br />
Net carrying amount P - P - P 105,490 P 6,846,414 P - P 6,951,904<br />
Balance at January 1, 2005,<br />
net of accumulated<br />
depreciation and amortization P 291,182,484 P 52,103,072 P 16,178,177 P 4,718,109 P - P 364,181,842<br />
Additions 47,300 17,054,441 44,307,380 8,978,228 - 70,387,349<br />
Disposals - net - ( 135 ) - ( 738,735) - ( 738,870 )<br />
Depreciation and amortization<br />
charge for the year ( 6,531,196) ( 20,913,436 ) ( 14,945,777 ) ( 2,845,910) - ( 45,236,319 )<br />
Balance at December 31, 2005,<br />
net of accumulated<br />
depreciation and amortization P 284,698,588 P 48,243,942 P 45,539,780 P 10,111,692 P - P 388,594,002<br />
December 31, 2005<br />
Cost P 325,739,471 P 291,799,027 P 108,105,836 P 14,917,145 P 6,833,376 P 747,394,855<br />
Accumulated depreciation<br />
and amortization ( 41,040,883) ( 243,555,085 ) ( 62,566,056 ) ( 4,805,453) ( 6,833,376) ( 358,800,853 )<br />
Net carrying amount P 284,698,588 P 48,243,942 P 45,539,780 P 10,111,692 P - P 388,594,002<br />
Depreciation and amortization of P40,285,160 in 2006, P45,236,319 in 2005 and<br />
P48,852,306 in 2004 are shown as part of the Occupancy and Equipment-related Expenses<br />
account in the income statements.<br />
On December 29, 2006, the Company sold its buildings and improvements for P285,029,306<br />
to <strong>RCBC</strong>. The sale resulted in the recognition of gain amounting to P6,909,214 (see Note<br />
15).<br />
8. OTHER NON-CURRENT ASSETS<br />
The composition of this account as of December 31 is as follows:<br />
2006 2005<br />
Long-term portion of amounts due from<br />
employees (see Note 5) P 9,320,735 P 3,479,620<br />
Investment property - net of accumulated<br />
depreciation of P735,096 in 2006 and<br />
P599,386 in 2005 622,005 757,715<br />
Advances to gratuity fund - 2,686,280<br />
Acquired assets - net - 188,500<br />
Miscellaneous 12,122,020 147,887<br />
Balance carried forward P 22,064,760 P 7,260,002<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 68
2006 2005<br />
Balance brought forward P 22,064,760 P 7,260,002<br />
Available-for-sale securities:<br />
Equity securities 1,678,950 1,678,950<br />
Golf club shares 550,000 550,000<br />
2,228,950 2,228,950<br />
P 24,293,710 P 9,488,952<br />
The Company’s investment property includes real estate properties which are owned for<br />
investment purposes only. No income or direct operating expenses were recognized during<br />
the reporting periods presented. Real estate tax amounting to P6,764 and P6,544 was<br />
recognized as a related expense in 2006 and 2005.<br />
The fair value of investment property as of December 31, 2006 and amounted to P1,479,500<br />
as determined by the internal appraisers of <strong>RCBC</strong>.<br />
8.1 Available-for-Sale Securities<br />
The reconciliation of the carrying amounts of available-for-sale securities are as follows:<br />
2006 2005<br />
Balance at the beginning of year P 2,228,950 P 2,678,950<br />
Changes in fair value - ( 450,000 )<br />
Balance at end of year P 2,228,950 P 2,228,950<br />
Equity securities mainly consist of investment in preferred shares of a company listed in the<br />
Philippine Stock Exchange.<br />
Golf club shares are proprietary membership club shares. In 2005, the fair value of these<br />
shares declined by P450,000. This amount was recognized as fair value loss on available-forsale<br />
securities and presented as part of equity.<br />
The fair values of available-for-sale securities have been determined directly by reference to<br />
published price in an active market.<br />
9. BILLS PAYABLE<br />
Bills payable consist of short-term unsecured Philippine peso and U.S. dollar-denominated<br />
loans from <strong>RCBC</strong> maturing within one year. These loans are subject to monthly repricing<br />
and bear annual interest rates ranging from 10% to 10.25% in 2006 and 10% to 11% in 2005<br />
for Philippine peso-denominated loans and 7% to 7.46% in 2006 and 6.5% to 10% in 2005<br />
for U.S. dollar-denominated loans.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 69
On December 27, 2006, the Company’s BOD approved the conversion of the remaining<br />
outstanding balance of bills payable to <strong>RCBC</strong> amounting to P1 billion into equity. This is<br />
presented as part of the Deposit on Future Stock Subscription in the 2006 statement of<br />
changes in equity pending approval from the BSP (see Notes 1 and 16).<br />
The fair values of bills payable were not individually determined and disclosed as, due to<br />
their short duration, management considers the carrying amounts recognized in the balance<br />
sheets to be a reasonable approximation of their fair value.<br />
10. CARDHOLDERS’ CREDIT BALANCES, TRADE AND OTHER PAYABLES<br />
This account consists of:<br />
Notes 2006 2005<br />
Cardholders’ credit balances P - P 545,931,131<br />
Trade:<br />
Merchant establishments 188,078,903 995,876,678<br />
Collections on credit card<br />
receivables sold 5, 15 - 128,398,859<br />
Credit card networks - 69,308,466<br />
Suppliers 374,190 31,165,345<br />
188,453,093 1,224,749,348<br />
Others:<br />
Accrued other operating expenses 59,537,508 130,862,485<br />
Due to a related party 15 13,021,039 230,300<br />
Accrued compensation and<br />
fringe benefits 5,147,500 4,291,633<br />
Accrued interest on credit card<br />
receivables sold - 26,970,820<br />
Miscellaneous 1,958,813 3,117,265<br />
79,664,860 165,472,503<br />
P 268,117,953 P1,936,152,982<br />
Included in the Accrued Other Operating Expenses account is the provision for rewards<br />
amounting to P20,240,844 as of December 31, 2005.<br />
The fair values of cardholders’ credit balances, trade and other payables have not been<br />
disclosed as, due to their short duration, management considers the carrying amounts<br />
recognized in the balance sheet to be a reasonable approximation of their fair values.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 70
11. OTHER CURRENT LIABILITIES<br />
The breakdown of this account is as follows:<br />
2006 2005<br />
Withholding tax P 837,282 P 7,455,737<br />
Miscellaneous - 1,330,234<br />
P 837,282 P 8,785,971<br />
12. EMPLOYEE BENEFITS<br />
Expenses recognized for employee benefits are analyzed as follows:<br />
2006 2005 2004<br />
Salaries and wages P 116,237,260 P 114,943,400 P 114,470,677<br />
Retirement costs 5,147,500 5,049,487 2,573,809<br />
Social security costs 3,916,735 4,046,339 3,935,333<br />
Other benefits 13,804,653 18,057,862 17,918,273<br />
P 139,106,148 P 142,097,088 P 138,898,092<br />
The Company obtained an updated actuarial valuation as of January 1, 2004 to ascertain its<br />
transitional liability or asset as of that date in accordance with PAS 19. Actuarial valuations<br />
are made every two years to update the retirement benefit costs and the amount of<br />
contributions.<br />
The amounts of retirement benefit obligation (asset) recognized in the balance sheets in 2006<br />
and 2005 are determined as follows:<br />
2006 2005<br />
Present value of the obligation P 66,252,651 P 71,400,151<br />
Fair value of plan assets ( 62,427,680) ( 62,427,680 )<br />
Deficiency of plan assets 3,824,971 8,972,471<br />
Unrecognized actuarial gains 4,680,838 4,680,838<br />
Retirement benefit obligation (asset) (P 855,867) P 4,291,633<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 71
The amounts of retirement benefit expense recognized in the income statements are as<br />
follows:<br />
2006 2005<br />
Current service cost P 5,218,916 P 5,120,903<br />
Interest cost 5,409,932 5,409,932<br />
Expected return on plan assets ( 5,286,371) ( 5,286,371 )<br />
Net actuarial losses recognized ( 194,977 ) (_______194,977)<br />
Retirement benefits P 5,147,500 P 5,049,487<br />
The movement of the retirement benefit obligation (asset) recognized in the books is as<br />
follows:<br />
2006 2005<br />
Balance at beginning of year P 4,291,633 ( P 757,854)<br />
Expense recognized 5,147,500 5,049,487<br />
Balance at end of year (P 855,867) P 4,291,633<br />
For determination of the pension liability, the following actuarial assumptions were used<br />
both in 2006 and 2005:<br />
Discount rates 11.0%<br />
Expected rate of return on plan assets 9.0%<br />
Expected rate of salary increases 8.0%<br />
13. OTHER REVENUES AND OTHER OPERATING EXPENSES<br />
These accounts are composed of the following:<br />
2006 2005 2004<br />
Other revenues:<br />
Recoveries on accounts<br />
previously written off P 11,650,175 P 15,014,161 P 26,401,070<br />
Merchandising income 3,818,703 5,181,491 4,823,461<br />
Miscellaneous 12,064,409 17,594,612 16,968,525<br />
P 27,533,287 P 37,790,264 P 48,193,056<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 72
2006 2005 2004<br />
Other operating expenses:<br />
Representation and<br />
entertainment P 12,172,537 P 11,505,655 P 9,488,011<br />
Transportation and travel 10,674,698 10,464,206 8,850,363<br />
Insurance 3,288,922 3,714,248 4,236,669<br />
Miscellaneous 19,591,882 35,031,047 34,509,302<br />
P 45,728,039 P 60,715,156 P 57,084,345<br />
14. TAXES<br />
14.1 Current and Deferred Taxes<br />
The major components of tax expense (income) in the income statements for the years<br />
ended December 31 are as follows:<br />
2006 2005 2004<br />
Current tax expense:<br />
Regular corporate income<br />
tax (RCIT) at 32% and<br />
35% in 2005 and at 32%<br />
in 2004 P - P 14,797,035 P 19,330,074<br />
Minimum corporate<br />
income tax (MCIT) at 2% 23,766,755 - 3,242,174<br />
Final tax on passive income<br />
at 7.5% and 20% 201,936 550,252 201,334<br />
23,968,691 15,347,287 22,773,582<br />
Deferred tax income relating<br />
to origination and reversal of<br />
temporary differences ( 1,908,613) ( 206,457,312 ) ( 293,133,365 )<br />
Tax expense (income) reported<br />
in the income statements P 22,060,078 (P191,110,025) (P270,359,783)<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 73
14.2 Income Tax Reconciliation<br />
The reconciliation of tax on pretax income (loss) computed at the statutory tax rate to tax<br />
expense (income) is as follows:<br />
2006 2005 2004<br />
Tax on pretax loss<br />
at 35% (P201,444,332) P - P -<br />
at 32% - ( 214,723,435 ) ( 271,285,235)<br />
Adjustment for income subjected<br />
to lower income tax rates ( 291,008) ( 1,657,391) ( 310,400)<br />
Tax effects of:<br />
Increase in deductible<br />
temporary differences<br />
due to change in RCIT rate - 15,555,360 1,003,792<br />
Unrecognized deductible<br />
temporary differences 223,413,381 8,865,498 -<br />
Nondeductible expenses 207,037 849,943 232,060<br />
Excess of MCIT over RCIT 175,000 - -<br />
Tax expense (income) reported<br />
in the income statements P 22,060,078 (P191,110,025) (P270,359,783)<br />
14.3 Deferred Tax Assets<br />
The net deferred tax assets as of December 31 relate to the following:<br />
Balance Sheets<br />
2006 2005<br />
Deferred tax assets:<br />
Allowance for impairment on:<br />
Credit card receivables P 515,161,951 P 515,161,951<br />
Other receivables 2,401,559 2,401,559<br />
Other non-current assets 440,672 440,672<br />
Unamortized past service cost 320,853 535,185<br />
Deferred tax liability:<br />
Unrealized foreign exchange gains - ( 2,122,945 )<br />
Net Deferred Tax Assets P 518,325,035 P 516,416,422<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 74
Income statements<br />
2006 2005 2004<br />
Deferred tax assets:<br />
Allowance for impairment on:<br />
Credit card receivables P - (P214,060,081 )(P 286,613,885)<br />
Other receivables - - ( 2,401,559)<br />
Other non-current assets - - 10,241<br />
Prepaid MCIT - 5,394,027 ( 3,242,174)<br />
Unamortized past service cost 214,332 234,440 173,107<br />
Deferred tax liability:<br />
Unrealized foreign exchange gains ( 2,122,945) 1,974,302 ( 1,059,095)<br />
Deferred Tax Income (P 1,908,613) (P 206,457,312) (P 293,133,365)<br />
Under PFRS, deferred tax assets shall be recognized only to the extent that it is probable that<br />
the taxable income will be available against which the benefits of the deferred tax assets can<br />
be utilized. Had this been complied with by the Company, the balance of the deferred tax<br />
assets on allowance for impairment as of December 31, 2006 and 2005 of P518,004,182<br />
would have been written off.<br />
The Company’s management, however, believes that the Company will be able to utilize the<br />
benefits of the deferred tax assets in the future.<br />
14.4 MCIT and RCIT<br />
The Company is subject to the MCIT which is computed at 2% of gross income, as defined<br />
under the tax regulations. In 2006, the computed MCIT exceeded the amount of RCIT due<br />
by P175,000.<br />
In 2005, the Company is subject to RCIT which is computed at 35% of its taxable income<br />
(32% from January 1, 2005 to October 31, 2005). In 2005, the Company applied its excess<br />
MCIT over RCIT amounting to P3,242,174.<br />
As of December 31, 2006, the Company has no income tax liability after deducting income<br />
taxes paid during the first three quarters of 2006 and applying its creditable withholding tax<br />
totaling P23,766,755. The income tax liability of the Company as of December 31, 2005<br />
amounted to P5,692,955 after deducting income taxes paid during the first three quarters of<br />
2005 amounting to P9,104,080.<br />
14.5 VAT and Gross Receipts Tax (GRT)<br />
On January 29, 2004, the bill which reverted the imposition of GRT on banks and financial<br />
institutions was passed into law. This law is effective retroactive from January 1, 2004.<br />
For the years ended December 31, 2006, 2005 and 2004, GRT paid by the Company<br />
amounted to P104,237,052, P103,073,695 and P105,434,240, respectively, and is shown as<br />
part of the Taxes and Licenses account in the income statements.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 75
As a result of the Company entering into a Services Agreement with <strong>RCBC</strong>, bulk of the<br />
Company’s revenues will come from the service fees from its managed credit card<br />
operations. In view of this, the Company’s tax classification will be changed from NON-<br />
VAT to VAT taxpayer. Moving forward, the Company intends to still engage in the card<br />
operations business (see Note 1).<br />
14.6 New Tax Regulation<br />
On May 24, 2005, Republic Act No. 9337 (“RA 9337”), amending certain sections of the<br />
National Internal Revenue Code of 1997, was signed into law and became effective<br />
beginning November 1, 2005. The following are the major changes brought about by RA<br />
9337 that are relevant to the Company:<br />
a. RCIT rate is increased from 32% to 35% starting November 1, 2005 until<br />
December 31, 2008 and will be reduced to 30% beginning January 1, 2009;<br />
b. VAT rate is increased from 10% to 12% effective February 1, 2006;<br />
c. 12% VAT rate is now imposed on certain goods and services that were previously zerorated<br />
or subject to percentage tax;<br />
d. Input tax on capital goods shall be claimed on a staggered basis over 60 months or the<br />
useful life of the related assets, whichever is shorter; and,<br />
e. Creditable input VAT is capped by a maximum of 70% of output VAT per quarter (the<br />
70% cap on input VAT was lifted effective December 13, 2006).<br />
15. RELATED PARTY TRANSACTIONS<br />
15.1 Sale of Assets and Liabilities to <strong>RCBC</strong><br />
On December 14, 2006, the Board of Directors of the Company approved the sale,<br />
assignment, disposal and transfer of all or substantially all of the Company’s assets and<br />
liabilities to <strong>RCBC</strong>. On December 29, 2006, the Company entered into the following<br />
transactions with <strong>RCBC</strong> (see Note 1):<br />
• Irrevocable sale and transfer of the Company’s various credit card receivables<br />
totaling P7.2 billion under a Deed of Assignment of Receivables;<br />
• Absolute sale of the Company’s 30 condominium units with a book value of P278.2<br />
million for a purchase price of P285.1 million; and<br />
• Sale of the Company’s various assets in consideration for the assumption by <strong>RCBC</strong><br />
of certain liabilities due to creditors and suppliers of the Company.<br />
15.2 Services Agreement<br />
On December 29, 2006, the Company entered into a services agreement with <strong>RCBC</strong> relative<br />
to the credit card business of <strong>RCBC</strong> (see Note 1).<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 76
15.3 Others<br />
The significant transactions of the Company in the normal course of business with related<br />
parties are described below:<br />
a. The Company maintains various savings and demand deposits and short-term<br />
placements in various <strong>RCBC</strong> branches (see Note 4).<br />
b. Prior to the end of 2006 the Company sold to <strong>RCBC</strong> and third parties, with <strong>RCBC</strong><br />
Capital acting as the Company’s financial broker to third parties, certain credit card<br />
receivables at agreed rates of discount (see Note 5). Total receivables sold as of<br />
December 31, 2005 amounted to P4,446,317,942. The Company, however, continues to<br />
act as the collecting agent of the accounts sold. Outstanding liabilities on collected<br />
accounts receivable arising from this transaction amounted to P128,398,859 as of<br />
December 31,2005, and is shown as part of the Cardholders’ Credit Balances, Trade and<br />
Other Payables account in the balance sheets (see Note 10). The excess of the balance<br />
of credit card receivables sold over the cash received amounted to P412,323,947 in 2006,<br />
P572,488,470 in 2005, and P465,838,605 in 2004, and are shown as part of Finance<br />
Costs account in the income statements.<br />
c. The Company obtains interest-bearing loans from <strong>RCBC</strong> for working capital<br />
requirements. The outstanding loans amounted to P2,369,060,000 as of December<br />
31, 2005 (see Note 9). The related interest charges arising from these transactions<br />
amounted to P244,179,802 in 2006, P314,882,247 in 2005 and P289,185,591 in 2004,<br />
and are shown as part of the Finance Costs account in the income statements. In 2006,<br />
the Company paid the loans amounting to P1.37 billion to <strong>RCBC</strong>. In addition, the<br />
Company, upon approval by its BOD, converted the remaining liability of P1 billion to<br />
stockholders’ equity. The amount is presented as Deposit on future stock subscription<br />
in the 2006 balance sheet (see Notes 1 and 16).<br />
d. The executive officers of the Company received a total remuneration amounting to<br />
P24,466,190, P22,631,270 and P22,908,483 for the years ended December 31, 2006,<br />
2005 and 2004, respectively, which are shown as part of Compensation and Fringe<br />
Benefits account in the income statements. The members of the Board of Directors<br />
received nominal per diems for attending Board and Committee meetings.<br />
e. In 2005, the Company paid certain expenses amounting to P476,405 on behalf of <strong>RCBC</strong><br />
Capital. As of December 31, 2005, P476,405 remains outstanding and is shown as part<br />
of Credit Card and Other Receivables account in the balance sheets (see Note 5).<br />
f. Collections made on the <strong>RCBC</strong> credit card portfolio are made by the Company on<br />
behalf of <strong>RCBC</strong>. Payables pertaining to this transaction amounted to P13,021,039 and<br />
P230,300 as of December 31, 2006 and 2005, respectively and are shown as part of<br />
Cardholders’ Credit Balances, Trade and Other Payables account in the balance sheets<br />
(see Note 10).<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 77
g. The Company’s ultimate parent company issued Standby Letters of Credit (“SBLC”) in<br />
favor of VISA and Mastercard on behalf of the Company. As of December 31, 2006<br />
and 2005 unused foreign denominated SBLC issued by <strong>RCBC</strong> are as follows:<br />
2006 2005<br />
VISA $ 25,835,000 $ 442,000<br />
Mastercard 5,500,000 -<br />
$ 31,335,000 $ 442,000<br />
h. The Company has credit line facilities with its ultimate parent company. These include<br />
omnibus line which is available as loan, foreign/domestic standby letters of credit,<br />
domestic/foreign bills purchase and forward contract and foreign settlement line for the<br />
Company’s spot transactions.<br />
16. EQUITY<br />
16.1 Deposits on future stock subscription<br />
On December 27, 2006, the Company’s Board of Directors approved the conversion into<br />
equity of the remaining outstanding bills payable to <strong>RCBC</strong> amounting to P1 billion. As of<br />
December 31, 2006, this is included in Deposits on Future Stock Subscription account in the<br />
statement of changes in equity. The conversion of the Company’s bills payable into equity<br />
was approved by the BSP on February 23, 2007 (see Note 20).<br />
On October 27, 2005, the Company’s Board of Directors approved the Stock Rights<br />
Offering covering a total of 262,000,000 unissued common shares at a price of P1.00 per<br />
share (par value).<br />
On December 29, 2005, <strong>RCBC</strong> Capital made a fresh capital infusion amounting to<br />
P190,474,000 to comply with BSP’s requirement (see Note 5). This capital infusion is<br />
presented in the Company’s 2006 and 2005 balance sheets as part of the Deposits on Future<br />
Stock Subscription.<br />
The capital infusion made above was part of the P262 million capital infusion that the<br />
Company’s stockholders agreed to provide. The balance of P72 million will be provided by<br />
the minority shareholders, or by <strong>RCBC</strong> Capital if the preemptive rights of the minority<br />
shareholders are waived.<br />
The Company is also planning to apply for an increase in authorized capital stock after the<br />
capital infusion of P262 million is completed to fully comply with the BSP requirement (see<br />
Note 5).<br />
16.2 Treasury Shares<br />
These represent the 26,580,100 shares of capital stock bought back by the Company on<br />
April 8, 2003 at market value for an aggregate amount of P37,875,581. The acquisition of<br />
these shares was approved by the Company’s Board of Directors.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 78
17. LOSS PER SHARE<br />
17.1 Loss per share computation<br />
Loss per share was computed as follows:<br />
2006 2005 2004<br />
Net loss (P 597,615,312) (P 422,385,505) (P 577,406,575)<br />
Divided by the weighted average<br />
number of outstanding<br />
common shares 311,419,900 311,419,900 311,419,900<br />
Loss per share (P 1.92) (P 1.36) (P 1.85)<br />
17.2 Summary of effects of matters giving rise to Auditors’ qualified opinion<br />
The effects of the matters discussed in Subsection A to D of the Bases for Qualified Opinion<br />
section of the auditors’ report are summarized below (amounts in thousands):<br />
Increase (Decrease)<br />
Assets Liabilities Equity Profit or loss<br />
2006<br />
A. Recording of transactions<br />
pending BSP’s approval P 7,368,887 P 8,369,673 (P 1,000,786) (P 786)<br />
B. Nonrecognition of additional<br />
allowance for impairment ( 2,755,509) - ( 2,755,509) -<br />
C. Recognition of impairment<br />
loss relating to prior years - - - 486,291<br />
D. Recognition of unrecoverable<br />
deferred tax assets ( 518,004) - ( 518,004) -<br />
P 4,095,374 P 8,369,673 (P 4,274,299) P 485,505<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 79
Increase (Decrease)<br />
Assets Liabilities Equity Profit or loss<br />
2005<br />
A. Nonrecognition of additional<br />
allowance for impairment (P 3,241,800 ) P - (P 3,241,800 ) P -<br />
B. Recognition of impairment<br />
loss relating to prior years - - - 180,100<br />
C. Derecognition of credit card<br />
receivables sold which<br />
did not qualify for<br />
derecognition 4,446,318 4,446,318 - -<br />
D. Recognition of unrecoverable<br />
deferred tax assets ( 518,004 ) - ( 518,004 )( 518,004)<br />
P 686,514 P 4,446,318 (P 3,759,804 ) (P 337,904)<br />
Increase (Decrease)<br />
Assets Liabilities Equity Profit or loss<br />
2004<br />
A. Nonrecognition of additional<br />
allowance for impairment (P 3,421,900 ) P - ( P 3,421,900) P -<br />
B. Recognition of impairment<br />
loss relating to prior years - - - 180,100<br />
C. Nonrecognition of deferred tax<br />
effects of A and B above 1,095,008 - 1,095,008 ( 57,632 )<br />
D. Derecognition of credit card<br />
receivables sold which<br />
did not qualify for<br />
derecognition 4,568,314 4,568,314 - -<br />
P 2,241,422 P 4,568,314 (P 2,326,892) P 122,468<br />
18. COMMITMENTS AND CONTINGENCIES<br />
The following are the significant commitments and contingencies involving the Company.<br />
a. In 2005, the Company entered into foreign currency forward contracts with a local bank. These<br />
derivative instruments are marked-to-market with the revaluation gains and losses credited to or<br />
charged against current operations. The Company’s foreign currency forward contracts<br />
receivable and foreign currency forward contracts payable as of December 31, 2005 amounted to<br />
P745,574,130 and P755,286,800, respectively or a net derivative liability of P9,712,670.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 80
. The Company has credit line facilities with various banks. These facilities include credit line,<br />
bills purchase line, foreign exchange settlement line.<br />
c. There are commitments and contingent liabilities that arise in the normal course of the<br />
Company’s operations which are not reflected in the accompanying financial statements in<br />
accordance with the generally accepted accounting principles. Management is of the opinion that<br />
losses, if any, from these commitments and contingencies will not have material effects on the<br />
Company’s financial statements.<br />
d. The Company is a defendant in legal actions arising from normal business activities.<br />
Management believes that these actions are without merit or that the ultimate liability, resulting<br />
from them, will not materially affect the Company’s financial position and results of operations.<br />
19. RISK MANAGEMENT OBJECTIVES AND POLICIES<br />
19.1 Strategy in using financial instruments<br />
The Company maintains a high interest margin in its credit card receivables. Funding is<br />
obtained from sale of receivables and bank borrowings on top of other internally-generated<br />
funding sources, managing the levels to minimize costs while maintaining sufficient liquidity<br />
to meet all funding requirements.<br />
The Company is exposed to various forms of risks. These risks can be grouped into credit,<br />
market, currency and operational. In managing these risks, the approach is not always risk<br />
minimization but managing risks to make an optimal contribution to company revenues.<br />
19.2 Credit risk<br />
Acceptance of cardholders is based on criteria that management continuously review and<br />
improve based on on-going analyses of demographic statistics on cardholder behavior. The<br />
objective is to continuously improve the Company’s portfolio quality. Management carefully<br />
manages its exposure to credit risk.<br />
The Company structures the levels of credit risk it undertakes by placing limits on the<br />
amount of risk accepted in relation to groups of cardholders depending on their<br />
demographic characteristics. Such risks are monitored on a revolving basis and are subjected<br />
to monthly review.<br />
The cardholder payment performance and other indicators are closely monitored to<br />
immediately determine high risk cardholders. In these cases, exposures to the said<br />
cardholders are minimized by immediately blocking the credit cards.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 81
19.3 Market risk<br />
The Company’s exposure to market risk would be in both the lending rates and the<br />
borrowing and swap rates. Movements in the lending rates to cardholders are very minimal.<br />
Industry players are very conscious of being in the same level as competition to keep their<br />
cardholders. Since it is easy to obtain credit cards from various competitors, the Company’s<br />
cardholder must be kept satisfied with the Company’s services so that their loyalty is<br />
maintained.<br />
Risks in borrowing and swap rates can be covered by maintaining a host of creditor banks to<br />
be able to avail of the lowest rate in the market.<br />
19.4 Currency risk<br />
The Company takes a very low currency risk in the form of dollar-denominated credit card<br />
receivables. This risk is mitigated by dollar-denominated payables to suppliers and service<br />
providers. Dollar-denominated payable to merchants are covered by forward contracts to<br />
eliminate the currency exchange rate risk.<br />
19.5 Operational risk<br />
The Company has a General Internal Control Policy Manual which serves as the general<br />
framework of all policies and procedures for the various areas of company operations.<br />
To enhance the Company’s risk management, the Compliance, Risk Management and<br />
Internal Audit Group (CRMIA) was set-up. The CRMIA was established to:<br />
• implement the Company’s compliance system,<br />
• assess and improve the effectiveness of its risk management, control and governance<br />
processes, and<br />
• execute annual audit plan using risk-based audit methodology.<br />
20. SUBSEQUENT EVENT<br />
Subsequent to February 5, 2007, the date of the approval of the financial statements by the<br />
BOD, on February 23, 2007, BSP approved the conversion of P1 billion of its bills payable<br />
to <strong>RCBC</strong> into equity subject to certain conditions.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 82
SCHEDULE B - AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS,<br />
EMPLOYEES, AND PR<strong>INC</strong>IPAL STOCKHOLDERS (OTHER THAN AFFILIATES)<br />
FOR THE YEAR ENDED DECEMBER 31, 2006<br />
Name and Balance at Additions Deductions<br />
Ending Balance<br />
Balance at<br />
Disignation beginning Amount Amount end<br />
of debtor of period Collected Written-off Current Non-current of period<br />
Abane, Genalyn, D. 58,667.50 4,648.96 22,902.80 40,413.66 40,413.66<br />
Abangan, Marilyn - 62,703.94 13,135.53 49,568.41 49,568.41<br />
Adan, Lemuel 15,777.75 64,415.94 36,847.85 43,345.84 43,345.84<br />
Agbayani, Shelly Rose - 39,361.64 1,383.92 37,977.72 37,977.72<br />
Agbunag, Madeline M. 33,011.26 64,351.59 50,810.60 46,552.25 46,552.25<br />
Alcaide, Lilibeth 116,065.33 4,213.83 120,279.16 - -<br />
Anaud, Myra - 62,703.94 13,135.53 49,568.41 49,568.41<br />
Andeza, Jane - 38,000.00 415.89 37,584.11 37,584.11<br />
Angeles, Bienvanido - 63,030.95 13,132.75 49,898.20 49,898.20<br />
Anore, Manolito - 62,686.15 11,181.19 51,504.96 51,504.96<br />
Aquino, Ivy - 61,618.48 7,281.29 54,337.19 54,337.19<br />
Aquino, Ma. Liberty D. 47,382.24 3,569.23 23,008.03 27,943.44 27,943.44<br />
Aquino, Vergel - 10,422.08 1,615.00 8,807.08 8,807.08<br />
Aranel, Jerry - 60,000.00 2,349.96 57,650.04 57,650.04<br />
Austria, Joseph Dennis - 62,421.30 67,409.67 (4,988.37) (4,988.37)<br />
Ballesta, Joyce (0.01) - (0.01) (0.00) (0.00)<br />
Ballesteros, Jane - 62,686.15 11,181.19 51,504.96 51,504.96<br />
Baltazar, Marita - 61,484.21 7,282.43 54,201.78 54,201.78<br />
Baranda, Edmund T. - 61,139.47 19,892.47 41,247.00 41,247.00<br />
Baratilla, Mildred - 61,134.64 5,330.91 55,803.73 55,803.73<br />
Barcelon Jr., Ulyses 17,088.85 61,368.92 22,150.94 56,306.83 56,306.83<br />
Barola, Cheryll Mae - 62,910.47 13,133.77 49,776.70 49,776.70<br />
Barola, Romel - 55,776.35 18,147.51 37,628.84 37,628.84<br />
Barrantes, Erwin E. 49,759.34 3,796.49 22,985.87 30,569.96 30,569.96<br />
Bautista, Liza Gay - 62,862.64 19,016.60 43,846.04 43,846.04<br />
Bautista, Michelle 31,431.43 53,965.89 44,370.06 41,027.26 41,027.26<br />
Bernardo II, Isagani 54,916.36 4,337.66 21,765.29 37,488.73 37,488.73<br />
Bernardo, Melinda - 62,686.15 11,181.19 51,504.96 51,504.96<br />
Bernardo, Raquel - 395,265.36 53,235.28 342,030.08 342,030.08<br />
Bernardo, Rhodalyn P. 35,236.47 58,723.62 40,053.55 53,906.54 53,906.54<br />
Bernardo, Roniel 37,319.52 2,847.38 17,239.40 22,927.50 22,927.50<br />
Betito, Marivic S. 41,758.70 64,324.12 65,944.81 40,138.01 40,138.01<br />
Bongo, Geralda 39,686.72 2,717.65 25,903.94 16,500.43 16,500.43<br />
Bonus, Editha - 63,324.68 24,603.85 38,720.83 38,720.83<br />
Bulan, Mary - 60,230.14 2,406.87 57,823.27 57,823.27<br />
Cacho, Glenda - 61,201.22 5,330.34 55,870.88 55,870.88<br />
Cacnio, Emelissa - 64,125.55 19,957.75 44,167.80 44,167.80<br />
Cajucom, Cyrus 57,806.68 4,565.96 22,910.82 39,461.82 39,461.82<br />
Calderon, Cristina - 60,673.97 10,089.53 50,584.44 50,584.44
SCHEDULE B - AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS,<br />
EMPLOYEES, AND PR<strong>INC</strong>IPAL STOCKHOLDERS (OTHER THAN AFFILIATES)<br />
FOR THE YEAR ENDED DECEMBER 31, 2006<br />
Name and Balance at Additions Deductions<br />
Ending Balance<br />
Balance at<br />
Disignation beginning Amount Amount end<br />
of debtor of period Collected Written-off Current Non-current of period<br />
Camorongan, Vilma V. 40,431.17 2,904.61 23,072.85 20,262.93 20,262.93<br />
Carpio, Maria Arzenith 50,749.94 3,013.75 53,763.69 (0.00) (0.00)<br />
Comida, Danilo 38,923.75 50,614.84 50,710.01 38,828.58 38,828.58<br />
Cruz, Alma Roselle 50,227.92 60,417.58 63,685.46 46,960.04 46,960.04<br />
Cruz, Anna Marie 45,115.86 63,464.68 49,157.03 59,423.51 59,423.51<br />
Cruz, Erwin - 60,000.00 4,731.37 55,268.63 55,268.63<br />
Cruz, Merlie A. 56,340.24 64,589.11 63,006.65 57,922.70 57,922.70<br />
Cuaton Jr. II, Ursulo - 62,377.80 62,377.80 (0.00) (0.00)<br />
Dabuit, Joy E. 48,854.31 63,709.98 53,253.84 59,310.45 59,310.45<br />
Dagum, Elizabeth 19,183.19 1,017.14 19,753.51 446.82 446.82<br />
Daniel, Roel A. 44,134.83 64,745.90 108,830.48 50.25 50.25<br />
Daniel, Roel A. - 311,000.00 - 311,000.00 311,000.00<br />
De Leon, Van Leonard 54,760.09 65,634.21 74,620.53 45,773.77 45,773.77<br />
De Ramos, Arnel D. 28,317.05 63,835.42 43,350.42 48,802.05 48,802.05<br />
de Vera, Augusto Francis - 62,581.77 62,581.77 - -<br />
De Vera, Ofelia M. 54,894.96 61,431.97 64,817.06 51,509.87 51,509.87<br />
Dela Cruz, Ferdinand B. 51,074.58 64,209.91 59,732.57 55,551.92 55,551.92<br />
Dela Cruz, Regina M. 31,412.47 64,495.95 52,616.06 43,292.36 43,292.36<br />
dela Paz, Marjorie - 62,703.94 13,135.53 49,568.41 49,568.41<br />
Destacamento, Yvette 46,703.69 393.89 23,312.64 23,784.94 23,784.94<br />
Dizon, Jumely F. 17,582.64 60,946.78 20,722.72 57,806.70 57,806.70<br />
Duran, Arlene - 61,484.21 7,282.43 54,201.78 54,201.78<br />
Dy, Jerez, T. - 22,120.55 2,728.21 19,392.34 19,392.34<br />
Ebonia, Jona V. 22,148.77 64,435.03 43,273.52 43,310.28 43,310.28<br />
Encontro, Arlene L. 569,453.04 46,790.22 62,678.27 553,564.99 553,564.99<br />
Enero, Anna Lissa - 123,946.73 65,535.92 58,410.81 58,410.81<br />
Estrella, Eufemia M. 51,128.96 60,000.00 54,304.41 56,824.55 56,824.55<br />
Fernandez' housing int. income - 11,341.54 11,341.54 - -<br />
Fernandez, Michael 52,670.74 64,205.38 59,003.10 57,873.02 57,873.02<br />
Flores, Donato - 70,062.78 24,377.61 45,685.17 45,685.17<br />
Flores, Donato - 281,201.89 52,654.74 228,547.15 228,547.15<br />
Fradejas, Maureen - 63,664.43 18,013.60 45,650.83 45,650.83<br />
Francisco, Sonia - 330,953.17 74,380.13 256,573.04 256,573.04<br />
Francisco, Sonia - 41,000.00 1,660.98 39,339.02 39,339.02<br />
Fulgencio, Allyn - 64,356.65 20,938.75 43,417.90 43,417.90<br />
Gadier, Joana May - 63,034.77 16,632.00 46,402.77 46,402.77<br />
Garcia Luis Miguel - 85,270.90 41,548.49 43,722.41 43,722.41<br />
Gaspar, Cinderella A. 55,467.96 4,342.35 22,932.63 36,877.68 36,877.68<br />
Gaspar, Reynaldo F. 32,897.67 2,184.26 23,143.10 11,938.83 11,938.83
SCHEDULE B - AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS,<br />
EMPLOYEES, AND PR<strong>INC</strong>IPAL STOCKHOLDERS (OTHER THAN AFFILIATES)<br />
FOR THE YEAR ENDED DECEMBER 31, 2006<br />
Name and Balance at Additions Deductions<br />
Ending Balance<br />
Balance at<br />
Disignation beginning Amount Amount end<br />
of debtor of period Collected Written-off Current Non-current of period<br />
Gatdula, Ponciano - 63,151.43 13,131.72 50,019.71 50,019.71<br />
Gino, Jennely Jemafe J 26,908.80 1,803.88 18,508.97 10,203.71 10,203.71<br />
Godoy Jr, Felix C. 48,784.60 3,703.30 22,994.95 29,492.95 29,492.95<br />
Gomapas, Geronimo - 63,182.96 21,809.47 41,373.49 41,373.49<br />
Gonzales, Teresa T. 49,011.20 3,724.98 22,992.84 29,743.34 29,743.34<br />
Gregorio, Erwin Eduardo - 62,979.31 13,133.19 49,846.12 49,846.12<br />
Gutierrez, Gina - 15,024.66 916.09 14,108.57 14,108.57<br />
Hallera, Stephanie Joan - 61,034.75 5,331.76 55,702.99 55,702.99<br />
Ibo, Richard L. 48,854.26 64,699.94 63,864.34 49,689.86 49,689.86<br />
Imperial, Maria Theresa - 62,442.96 36,709.74 25,733.22 25,733.22<br />
Jaen, Reggie 25,869.60 49,307.03 38,782.85 36,393.78 36,393.78<br />
Jalos, Angelica G. 43,292.36 63,235.67 48,771.02 57,757.01 57,757.01<br />
Jao,Jose Enrico - 64,116.89 19,964.23 44,152.66 44,152.66<br />
Laurilla, Rovel B. 55,535.14 64,348.78 60,573.43 59,310.49 59,310.49<br />
Laurilla, Rovel B. 60,011.20 2,255.17 62,266.37 - -<br />
Lazo, Julie 51,865.95 3,386.29 55,252.24 0.00 0.00<br />
Leonardo, Ma. Socorro Q. 31,259.64 62,027.63 34,933.52 58,353.75 58,353.75<br />
Lim, James - 59,019.88 59,019.88 - -<br />
Llaneta, Joel - 62,979.31 13,133.19 49,846.12 49,846.12<br />
Lopez, Richard Allan C. 43,318.28 335,345.28 80,760.50 297,903.06 297,903.06<br />
Lozada, Milton 115,165.52 10,647.44 41,580.63 84,232.33 84,232.33<br />
Lozada, Milton - 34,000.00 437.32 33,562.68 33,562.68<br />
Luya, Armel R. 32,175.42 2,115.19 23,149.84 11,140.77 11,140.77<br />
Maandal, Dante C. 55,652.64 64,360.01 61,642.33 58,370.32 58,370.32<br />
Maandal, Dante C. 270,065.70 24,227.81 63,266.72 231,026.79 231,026.79<br />
Macahia, Rommel - 60,000.00 1,090.11 58,909.89 58,909.89<br />
Macalinao, Cristina - 60,000.00 4,549.76 55,450.24 55,450.24<br />
Magpoc, Arlinda - 62,686.84 11,180.46 51,506.38 51,506.38<br />
Magtoto, Luz - 60,980.11 15,411.77 45,568.34 45,568.34<br />
Malaluan, Josephine - 54,552.12 55,076.95 (524.83) (524.83)<br />
Malelang, Michelle R. 43,292.35 64,260.56 57,238.52 50,314.39 50,314.39<br />
Mallari, Dionisio G. - 64,068.44 18,987.40 45,081.04 45,081.04<br />
Mariano, Rodolf 39,054.81 2,901.16 19,959.04 21,996.93 21,996.93<br />
Martinez, Ethel May - 60,000.00 1,073.67 58,926.33 58,926.33<br />
Medina Jr., Jose 50,418.10 63,971.56 58,199.80 56,189.86 56,189.86<br />
Meneses, Edlyn - 62,413.00 11,183.51 51,229.49 51,229.49<br />
Mercado, Lorena - 60,405.94 5,059.54 55,346.40 55,346.40<br />
Mesias, Constancio 50,435.40 3,861.16 22,979.56 31,317.00 31,317.00<br />
Midel, Jennifer - 31,000.00 2,444.54 28,555.46 28,555.46
SCHEDULE B - AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS,<br />
EMPLOYEES, AND PR<strong>INC</strong>IPAL STOCKHOLDERS (OTHER THAN AFFILIATES)<br />
FOR THE YEAR ENDED DECEMBER 31, 2006<br />
Name and Balance at Additions Deductions<br />
Ending Balance<br />
Balance at<br />
Disignation beginning Amount Amount end<br />
of debtor of period Collected Written-off Current Non-current of period<br />
Milan, Ernie M. 19,210.17 876.60 20,086.77 0.00 0.00<br />
Millar, Gilla Verches 40,267.05 2,888.89 23,074.39 20,081.55 20,081.55<br />
Mindo de Varona, Sharon 43,459.63 51,354.55 44,470.16 50,344.02 50,344.02<br />
Mirana, Ronnel B. 52,534.17 64,127.19 58,854.65 57,806.71 57,806.71<br />
Nadela, Joseph 14,690.45 709.23 15,399.68 (0.00) (0.00)<br />
Nolasco, Fernando 51,883.08 64,574.98 63,838.57 52,619.49 52,619.49<br />
Nunez, Ricardo O. 20,511.72 - - 20,511.72 20,511.72<br />
Oliver, Frederick 35,129.71 2,750.17 14,524.00 23,355.88 23,355.88<br />
Ongkeko, Amalia - 61,584.91 7,281.57 54,303.34 54,303.34<br />
Opulencia, Marilou 46,936.30 57,844.90 52,650.73 52,130.47 52,130.47<br />
Pabillore, Kristian - - 1,889.55 (1,889.55) (1,889.55)<br />
Pacate, Ridella 20,011.44 161.96 20,168.40 5.00 5.00<br />
Paderna, Rolando - 64,068.44 18,987.40 45,081.04 45,081.04<br />
Padilla, Paul Gerald 53,964.83 4,198.64 22,946.65 35,216.82 35,216.82<br />
Parpan, Ma. Theresa - 64,357.34 20,939.44 43,417.90 43,417.90<br />
Pascua Jr., Alexander M. 43,599.39 55,473.19 48,944.70 50,127.88 50,127.88<br />
Pascual, Mark David - 48,263.01 1,924.82 46,338.19 46,338.19<br />
Pellas-Arceo, Ma. Aurora P. 14,294.94 1,094.45 6,510.83 8,878.56 8,878.56<br />
Pellas-Arceo, Ma. Aurora P. 37,445.62 1,863.91 39,309.53 - -<br />
Pena, Marriane - 60,000.00 1,382.05 58,617.95 58,617.95<br />
Piosca, Nora 32,746.15 64,658.09 54,796.00 42,608.24 42,608.24<br />
Ponce, Ronald - 60,587.50 5,058.00 55,529.50 55,529.50<br />
Punzalan, Einnor 45,638.92 63,083.00 108,721.92 - -<br />
Quintana, Nico Carlo - 51,279.45 2,045.13 49,234.32 49,234.32<br />
Ramirez, Ma. Abigail 49,568.40 64,678.41 64,608.98 49,637.83 49,637.83<br />
Rañoa, Louella 24,000.00 - 24,000.00 - -<br />
Raytos, Rosemarie Y. 32,023.24 63,153.13 41,008.43 54,167.94 54,167.94<br />
Recabar, Gilbert D. 39,351.94 62,801.37 43,816.05 58,337.26 58,337.26<br />
Requilman, Michael 34,549.32 280.57 37,946.92 (3,117.03) (3,117.03)<br />
Reyes, Marc Anthony - 60,230.14 2,406.87 57,823.27 57,823.27<br />
Reyes, Vivian 7,981.11 21.90 8,003.01 - -<br />
Rivera, Ma. Cecilia D. 33,011.27 62,380.92 37,552.35 57,839.84 57,839.84<br />
Robles, Milagros 18,444.68 604.69 19,049.37 (0.00) (0.00)<br />
Salas Jr., Robert 10,417.90 36,645.27 23,389.59 23,673.58 23,673.58<br />
Salas, Elizabeth - 64,068.44 18,987.41 45,081.03 45,081.03<br />
Salgado, Joel A. 380,490.01 30,624.28 53,694.11 357,420.18 357,420.18<br />
Samala, Ariel 22,088.69 1,326.99 18,944.75 4,470.93 4,470.93<br />
San Juan, Charina - 62,532.50 11,182.50 51,350.00 51,350.00<br />
Santiago, Rosalinda - 61,584.91 7,281.57 54,303.34 54,303.34
SCHEDULE B - AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS,<br />
EMPLOYEES, AND PR<strong>INC</strong>IPAL STOCKHOLDERS (OTHER THAN AFFILIATES)<br />
FOR THE YEAR ENDED DECEMBER 31, 2006<br />
Name and Balance at Additions Deductions<br />
Ending Balance<br />
Balance at<br />
Disignation beginning Amount Amount end<br />
of debtor of period Collected Written-off Current Non-current of period<br />
Silang, Armando - 55,199.85 6,555.34 48,644.51 48,644.51<br />
Silvala, Jhonathan - 45,950.46 14,307.71 31,642.75 31,642.75<br />
Sinconegue, Felix - 62,454.05 31,373.78 31,080.27 31,080.27<br />
Siño, Francis - 63,151.43 13,131.72 50,019.71 50,019.71<br />
Solver, Melanie - 61,034.75 5,331.76 55,702.99 55,702.99<br />
Sy-Wico, Joan Marie - 25,798.98 25,798.98 - -<br />
Taguba, Jesus - 245,026.47 50,968.36 194,058.11 194,058.11<br />
Taguba, Jesus 41,123.38 345.76 41,469.14 - -<br />
Tan, Mary Jane R. 42,644.24 63,556.61 50,648.96 55,551.89 55,551.89<br />
Tardecilla, Eumirpio 8,181.44 63,304.34 24,235.44 47,250.34 47,250.34<br />
Taylo, Irene - 60,000.00 - 60,000.00 60,000.00<br />
Trajano, Elena 48,084.70 64,598.16 62,264.77 50,418.09 50,418.09<br />
Trajano, Elena 451,869.37 37,426.44 59,141.40 430,154.41 430,154.41<br />
Trias, Marianne U. 33,789.53 2,644.56 36,434.06 0.03 0.03<br />
Tulio, Edwin - 62,474.61 12,160.24 50,314.37 50,314.37<br />
Tulio, Queenie Marie Armada 34,696.75 64,666.11 56,754.61 42,608.25 42,608.25<br />
Unson, Renan - 63,034.76 17,827.29 45,207.47 45,207.47<br />
Urbano, Randolph - 30,139.73 1,831.42 28,308.31 28,308.31<br />
Vergara, Henry 59,277.58 4,706.60 22,897.11 41,087.07 41,087.07<br />
Vicedo, Leonida P. 31,928.10 62,200.01 36,371.15 57,756.96 57,756.96<br />
Victoria, Ma. Victoria - 62,510.57 62,510.57 - -<br />
Vidanes, Michelle - 37,361.64 1,286.61 36,075.03 36,075.03<br />
Villaluna, Donna E. 34,080.93 57,072.87 52,864.71 38,289.08 38,289.08<br />
Villanueva, Rosalie - 62,686.15 11,181.19 51,504.96 51,504.96<br />
Yap, Carmela P. 30,397.39 1,945.21 23,166.41 9,176.19 9,176.19<br />
Zaragoza, Leo B. 45,863.20 64,707.73 62,815.57 47,755.36 47,755.36<br />
Zaragoza, Ma. Anita C. 54,894.93 64,227.24 61,431.55 57,690.62 57,690.62<br />
TOTAL 5,380,434.60 9,809,961.27 5,536,463.42 - 9,653,932.45 - 9,653,932.45
<strong>Bankard</strong>, Inc.<br />
Schedule I. Capital Stock<br />
December 31, 2006<br />
Number of Shares Number of<br />
Issued and Shares Reserved Number of Shares Held By<br />
Outstanding at for Options,<br />
Number of shown under Warrants, Directors,<br />
Shares related balance Conversions, and Affiliates Officers and Others<br />
Title of Issue Authorized sheet caption Other Rights Employees<br />
Common Shares 600,000,000 311,419,900*<br />
- 226,518,900 4,000 84,897,000<br />
* On April 8, 2003, the Company's Board of Directors authorized the buy back of 26,580,100 shares of the Company's Common stock at market value.
<strong>BANKARD</strong>, <strong>INC</strong>.<br />
INDEX TO EXHIBITS<br />
SEC FORM 17-A<br />
Number<br />
Page Number<br />
(3) Plan of Acquisition, Reorganization, Arrangement, Liquidation, *<br />
or Succession<br />
(5) Instrument defining the Rights of Security Holders, *<br />
including Indentures<br />
(8) Voting Trust Agreement *<br />
(9) Material Contracts 87<br />
(10) Annual Report to Security Holders, Form 11-Q or Quarterly Report see attached AFS<br />
to Security Holders<br />
(13) Letter regarding Changes in Certifying Accountant *<br />
(16) Report furnished to Security Holders *<br />
(18) Subsidiaries of Registrant *<br />
(19) Published Report regarding Matters Submitted to Vote of Security Holders *<br />
(20) Consent of Experts and Independent Counsel *<br />
(21) Power of Attorney *<br />
(29) Additional Exhibits *<br />
* These exhibits are either not applicable to the Company or require no answer.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 86
EXHIBIT #9 – MATERIAL CONTRACTS<br />
The following contracts have been entered into by <strong>Bankard</strong>, Inc and are or may be material:<br />
1. Service Agreement, between Equitable-PCIBank and <strong>Bankard</strong>, Inc. authorizing all the branches<br />
of the former to act as collecting agents for payments from <strong>Bankard</strong>, Inc.’s cardmembers and<br />
prescribing the procedure for such collection, including the distribution of documents from nonon-line-<br />
collection branches.<br />
2. Service Agreement, between Rizal Commercial Banking Corporation, <strong>RCBC</strong> Savings Bank and<br />
<strong>Bankard</strong>, Inc. authorizing all the branches of the former to act as collecting agents for payments<br />
from <strong>Bankard</strong>, Inc.’s cardmembers and prescribing the procedure for such collection including the<br />
distribution of documents from non-on-line collection branches.<br />
3. Information Service Agreement, between <strong>Bankard</strong>, Inc. and Atos Origin (formerly Sema Group<br />
Outsourcing (Singapore) Pte. Std) whereby the latter will provide credit card processing services<br />
for <strong>Bankard</strong>’s credit card products.<br />
4. Agreement, between <strong>Bankard</strong>, Inc. and Statistical Analysis System (SAS) whereby the latter will<br />
provide software products and services for <strong>Bankard</strong>’s use of the software for statistical analysis of<br />
the card portfolio.<br />
5. Service Agreement between ePLDT Ventus (formerly Vocativ) and <strong>Bankard</strong>, Inc. whereby the<br />
former provides call center services to <strong>Bankard</strong>’s customer (May 30, 2002). This arrangement is<br />
renewable every year.<br />
6. Service Agreement, with SM Payment Centers, Metrobank, Union Bank, Banco de Oro, East<br />
West Bank, CIS Bayad Center, Bancnet and <strong>Bankard</strong>, Inc. authorizing all the branches of the<br />
former to act as collecting agents for payments from <strong>Bankard</strong>, Inc.’s card members and<br />
prescribing the procedure for such collection, including the distribution of documents from nonon-line<br />
collection branches.<br />
7. Memorandum of Agreement with House of Investments, Inc. to whereby the latter will act as a<br />
central purchasing agent for <strong>Bankard</strong>’s purchasing requirements for hardware, software and<br />
various supplies.<br />
<strong>Bankard</strong>, Inc. 2006 SEC Form 17-A Page 87