Urc and Subs 17q Q1fy2013
Urc and Subs 17q Q1fy2013
Urc and Subs 17q Q1fy2013
9 1 7 0
SEC Registration Number
U N I V E R S A L R O B I N A C O R P O R A T I O N A N D
S U B S I D I A R I E S
1 1 0 E . R o d r i g u e z A v e n u e , B a g u m b a y
a n , Q u e z o n C i t y
0 9 3 0 1 7 - Q
Month Day (Form Type) Month Day
(Fiscal Year) (Annual Meeting)
Document ID Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes.
SECURITIES AND EXCHANGE COMMISSION
9. Not applicable
Former name, former address and former fiscal year, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA
Number of Shares of
Common Stock Outstanding and
Title of Each Class Amount of Debt Outstanding
11. Are any or all of the securities listed on the Philippine Stock Exchange?
Yes [ / ] No [ ]
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If yes, state the name of such Stock Exchange and the class/es of securities listed therein
(a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17
thereunder or Sections 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26
and 141 of the Corporation Code of the Philippines, during the preceding twelve (12)
months (or for such shorter period the registrant was required to file such reports)
Yes [ / ] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [ / ] No [ ]
The unaudited consolidated financial statements are filed as part of this Form 17-Q (pages 13 to 62).
Business Overview
Universal Robina Corporation (URC) is one of the largest branded food product companies in the
Philippines, with the distinction of being called the countrys first Philippine multinational, and
has a growing presence in other Asian markets. It was founded in 1954 when Mr. John Gokongwei,
Jr. established Universal Corn Products, Inc., a cornstarch manufacturing plant in Pasig. The
Company is involved in a wide range of food-related businesses, including the manufacture and
distribution of branded consumer foods, production of hogs and day-old chicks, manufacture of
animal and fish feeds, glucose and veterinary compounds, flour milling, and sugar milling and
refining. The Company is a dominant player with leading market shares in savory snacks, candies
and chocolates, and is a significant player in biscuits, with leading positions in cookies and pretzels.
URC is also the largest player in the RTD (ready-to-drink) tea market, and is a respectable 2nd player
in the noodles and 3rd in coffee businesses.
The Company operates its food business through operating divisions and wholly-owned or majority-
owned subsidiaries that are organized into three core business segments: branded consumer foods,
agro-industrial products and commodity food products.
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Branded consumer foods (BCF) segment, including our packaging division, is the Companys largest
segment. This segment manufactures and distributes a diverse mix of salty snacks, chocolates,
candies, biscuits, bakery products, beverages, instant noodles and pasta and tomato-based products.
The manufacture, distribution, sales and marketing activities for the Companys consumer food
products are carried out mainly through the Companys branded consumer foods division consisting
of snack foods, beverage and grocery groups, although the Company conducts some of its branded
consumer foods operations through its majority-owned subsidiaries and joint venture companies (i.e.
Nissin-URC and Hunt-URC). Majority of the Companys consumer foods business is conducted in
the Philippines but has expanded more aggressively into other Asian markets. The Company has
created a strong brand portfolio, supported by continuous product innovation, extensive marketing
and experienced management. The Companys URC packaging division is engaged in the
manufacture of bi-axially oriented polypropylene (BOPP) films for packaging companies. The BOPP
plant, located in Batangas, holds the distinction of being the only Integrated Management System
ISO-certified BOPP plant in the country today, with its Quality ISO 9001:2008 and Environmental
ISO 14001:2004 Standards.
The Companys agro-industrial products segment operates three divisions, which is engaged in hog
and poultry farming (Robina Farms or RF), the manufacture and distribution of animal and fish
feeds, glucose and soya products (Universal Corn Products or UCP), and the production and
distribution of animal health products (Robichem).
The Companys commodity food products segment engages in sugar-milling and refining through its
Sugar divisions: URSUMCO, CARSUMCO, SONEDCO, PASSI and Tolong (which was acquired in
October 2012); and flour-milling and pasta manufacturing and marketing through URC Flour
division. This segment supplies all the flour and sugar needs of the branded consumer foods
segment.
The Company is a core subsidiary of JG Summit Holding, Inc. (JGSHI), one of the largest
conglomerates listed in the Philippine Stock Exchange based on total net sales. JGSHI has
substantial interests in property development, hotel management, banking and financial services,
petrochemicals, air transportation and business interests in other sectors, including power generation
and insurance. On December 4, 2012, JGSHI was named by Forbes Asia as one of the 50 best
publicly-traded companies in Asia for 2012, the only Philippine firm chosen from a pool of 1,295
companies.
The following table summarizes the sale of goods and services of URC for the three months ended
December 31, 2012 and 2011:
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Result of Operations
Three Months Ended December 31, 2012 versus December 31, 2011
Sale of goods and services in URCs branded consumer foods group (BCFG), excluding
packaging division, increased by P =1.504 billion, or 10.9%, to P
=15.249 billion for the three months
of fiscal 2013 from P=13.745 billion registered in the same period of last year. BCFG domestic
operations posted an 18.5% increase in net sales from P =8.384 billion for the three months of
fiscal 2012 to P
=9.933 billion in the same period this year due to strong performance of its
beverage division, which grew 81.0% on the back of the sustained growth of the coffee business
and a strong start of the RTD tea business for the current fiscal year. RTD tea growth was mainly
due to the Companys move to open up the 230 ml SKU to the key accounts. Sales for snack
foods division slightly declined due to some temporary supply chain issues and competitive
pressures as consumers go for lower priced and lower value-added products.
BCFG international sales slightly decreased to P =5.316 billion for the three months of fiscal 2013
against P
=5.361 billion in the same period last year. In US dollar (US$) terms, sales registered an
increase of 4.9% from US$123 million for the three months of fiscal 2012 to US$129 million in
fiscal 2013 due to increase in sales volume by 16.4%. This was supported by higher revenues
from all the countries except Thailand as the Company goes through a process of recovering the
wafer and biscuit businesses, which were affected as consumption for discretionary products
slowed down after the flooding. Vietnam, the biggest contributor, has contributed 43.0% of total
international sales in dollar terms due to continued growth in RTD tea (C2) and energy drink
(Rong Do) offerings. Indonesia also grew sales with its salty snacks and RTD beverage, which
continuous to gain traction on the back of improved distribution structure. Sale of goods and
services of BCFG, excluding packaging division, accounted for 75.9% of total URC consolidated
sale of goods and services for the three months of fiscal 2013.
Sale of goods and services in URCs packaging division went down by 28.8% to P =304 million for
the three months of fiscal 2013 from P
=427 million recorded in the same period last year due to
decline in sales prices and volume.
Sale of goods and services in URCs agro-industrial group (AIG) amounted to P =2.099 billion for
the three months of fiscal 2013, a 9.6% increase from P=1.916 billion recorded in the same period
last year. Feed business decreased by 14.6% to P=851 million due to decrease in sales volume as a
result of relatively lower population from the backyard hog raisers as some of them exited during
the time of low pork prices last year. Farm business increased by 35.7% due to better sales
volume and selling prices.
Sale of goods and services in URCs commodity foods group (CFG) amounted to P =2.446 billion
for the three months fiscal 2013, up by 29.3% from P =1.892 billion reported in the same period
last year. Sugar business sales increased by 86.1% due to increase in sales volume as the milling
season started earlier this year. Flour business declined by 7.8% due to decline in volume as
imports of low cost flour increased and calamities affected Visayas and Mindanao regions.
URCs cost of sales consists primarily of raw and packaging materials costs, manufacturing costs
and direct labor costs. Cost of sales increased by P
=1.144 billion, or 8.5%, to P
=14.537 billion
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for the three months of fiscal 2013 from P
=13.393 billion recorded in the same period last year due to
increase in sales volume.
URCs gross profit for the three months of fiscal 2013 amounted to P=5.560 billion, up by P=972
million or 21.2% from P=4.588 billion reported in the same period last year. Gross profit margin
increased by 220 basis points from 25.5% for the three months of fiscal 2012 to 27.7% of the same
period this year.
URCs selling and distribution costs, and general and administrative expenses consist primarily of
compensation benefits, advertising and promotion costs, freight and other selling expenses,
depreciation, repairs and maintenance expenses and other administrative expenses. Selling and
distribution costs, and general and administrative expenses rose by P =590 million or 22.4% to
=3.220 billion for the three months of fiscal 2013 from P
P =2.630 billion registered in the same period
last year. This increase resulted primarily from the following factors:
28.0% or P=295 million increase in advertising and promotion costs to P=1.348 billion in fiscal
2012 from P=1.053 billion in the same period last year to support the new SKUs launched and
boost up sales of existing products in light of increasing market competition.
18.5% or P
=125 million increase in freight and delivery charges to P
=800 million for the three
months of fiscal 2013 from P=675 million in the same period last year due to increase in trucking
and shipping costs associated with increased volume.
8.3% or P =48 million increase in compensation and benefits to P=627 million for the three months
of fiscal 2013 from P=579 million in the same period last year due to annual salary adjustments
and accrual of pension expenses.
Market valuation gain on financial instruments at fair value through profit or loss decreased by
=90 million or 26.4% to P
P =251 million for the three months of fiscal 2013 from P =341 million in the
same period last year due to decline in level of bond and equity investments as a result of disposals.
URCs finance revenue consists of interest income from investments in financial instruments,
money market placements, savings and dollar deposits and dividend income from investment in
equity securities. Finance revenue increased by P
=27 million to P=324 million for the three months of
fiscal 2013 from P=297 million in the same period last year due to increase in dividend income.
URCs finance costs consist mainly of interest expense, which decreased by P =142 million or 53.4%,
to P
=124 million for the three months of fiscal 2013 from P =266 million recorded in the same period
last year due to decline in level of financial debt resulting from settlement of long-term debt.
Foreign exchange gain (loss) - net amounted to P=307 million foreign exchange loss for the three
months of fiscal 2013 from P =206 million foreign exchange gain reported in the same period of fiscal
2012 due to unrealized foreign exchange loss on translation of foreign currency denominated
accounts as a result of continuous appreciation of Philippine peso vis-a vis US dollar.
-5-
Equity in net income of a joint venture amounted to P=11 million for the three months of fiscal 2013 as
against P
=16 million in the same period last year due to lower net income of Hunt-Universal Robina
Corporation.
Other income - net consists of gain (loss) on sale of fixed assets and investments, amortization of
bond issue costs, rental income, and miscellaneous income and expenses. Other income - net of = P56
million was reported for the three months of fiscal 2013 as against the P=46 million in the same period
last year due to gain on sale of AFS investment against loss on sale last year.
The Company recognized provision for income tax of P=256 million for the three months of fiscal
2013, an 8.5% increase from P
=236 million in the same period last year due to higher taxable income
of the Parent Company and subsidiaries.
URCs net income for the three months of fiscal 2013 amounted to P =2.295 billion, lower by
=67 million or 2.8% from P
P =2.362 billion in the same period last year, due to foreign exchange losses
despite higher operating income.
URCs core earnings before tax (operating profit after equity earnings, net finance costs and other
expenses - net) for fiscal 2013 amounted to P
=2.607 billion, an increase of 27.1% from P=2.051 billion
recorded for fiscal 2012.
Net income attributable to equity holders of the parent increased by P=60 million or 2.7% to
=2.278 billion for the three months of fiscal 2013 from P
P =2.218 billion in the same period last year as
a result of the factors discussed above.
Non-controlling interest (NCI) represents primarily the share in the net income (loss) attributable to
minority shareholders of the following subsidiaries of URC: URC International Co. Ltd. (URCICL),
URCs direct subsidiary in which it holds approximately 77.0% economic interest as of July 2012 and
Nissin- URC, URCs 65.0%-owned subsidiary. In August 2012, the Company acquired the remaining
23.0% NCI in URCICL making it a wholly owned subsidiary. NCI in net income of subsidiaries
decreased from P =144 million for the three months of 2012 to P
=17 million for the same period this
year due to the said acquisition.
URC reported an EBITDA (operating income plus depreciation and amortization) of P =3.171 billion
for the three months of fiscal 2013, 13.9% higher than P
=2.785 billion posted in the same period last
year.
The Company is not aware of any material off-balance sheet transactions, arrangements and
obligations (including contingent obligations), and other relationship of the Company with
unconsolidated entities or other persons created during the reporting period that would have a
significant impact on the Companys operations and/or financial condition.
Financial Condition
URCs financial position remains healthy with strong cash levels. The Company has a current ratio
of 2.06:1 as of December 31, 2012 higher than the 1.98:1 as of September 30, 2012. Financial debt
to equity ratio of 0.29:1 as of December 31, 2012 is within comfortable level.
-6-
The Companys cash requirements have been sourced through cash flow from operations. The net
cash flow provided by operating activities for the quarter ended December 31, 2012 amounted to
=1.693 billion. Net cash used in investing activities amounted to P
P =1.623 billion, which was
substantially used for capital expenditures. Net cash used in financing activities amounted to =
P670
million, which was used to settle short-term debt.
Financial Ratios
The following are the major financial ratios that the Group uses. Analyses are employed by comparisons
and measurements based on the financial information of the current period against last year.
Earnings per share Net income attributable to equity holders of the parent
Weighted average number of common shares
Interest rate coverage ratio Operating income plus depreciation and amortization
Finance costs
-7-
Material Changes in Fiscal 2013 Financial Statements
(Increase/Decrease of 5% or more versus FY 2012)
Statements of Comprehensive Income - Three months ended December 31, 2012 versus same period
in fiscal 2012
11.8% increase in sale of goods and services was due to the following:
Sale of goods and services in URCs branded consumer foods group (BCFG), excluding
packaging division, increased by P =1.504 billion, or 10.9%, to P
=15.249 billion for the three months
of fiscal 2013 from P=13.745 billion registered in the same period of last year. BCFG domestic
operations posted an 18.5% increase in net sales from P =8.384 billion for the three months of
fiscal 2012 to P
=9.933 billion in the same period this year due to strong performance of its
beverage division, which grew 81.0% on the back of the sustained growth of the coffee business
and a strong start of the RTD tea business for the current fiscal year. RTD tea growth was mainly
due to the Companys move to open up the 230 ml SKU to the key accounts. Sales for snack
foods division slightly declined due to some temporary supply chain issues and competitive
pressures as consumers go for lower priced and lower value-added products.
BCFG international sales slightly decreased to P =5.316 billion for the three months of fiscal 2013
against P
=5.361 billion in the same period last year. In US dollar (US$) terms, sales registered an
increase of 4.9% from US$123 million for the three months of fiscal 2012 to US$129 million in
fiscal 2013 due to increase in sales volume by 16.4%. This was supported by higher revenues
from all the countries except Thailand as the Company goes through a process of recovering the
wafer and biscuit businesses, which were affected by as consumption for discretionary products
slowed down after the flooding. Vietnam, the biggest contributor, has contributed 43.0% of total
international sales in dollar terms due to continued growth in RTD tea (C2) and energy drink
(Rong Do) offerings. Indonesia also grew sales with its salty snacks and RTD beverage, which
continuous to gain traction on the back of improved distribution structure. Sale of goods and
services of BCFG, excluding packaging division, accounted for 75.9% of total URC consolidated
sale of goods and services for the three months of fiscal 2013.
Sale of goods and services in URCs packaging division went down by 28.8% to P =304 million for
the three months of fiscal 2013 from P
=427 million recorded in the same period last year due to
decline in sales prices and volume.
Sale of goods and services in URCs agro-industrial group (AIG) amounted to P =2.099 billion for
the three months of fiscal 2013, a 9.6% increase from P=1.916 billion recorded in the same period
last year. Feed business decreased by 14.6% to P=851 million due to decrease in sales volume as a
result of relatively lower population from the backyard hog raisers as some of them exited during
the time of low pork prices last year. Farm business increased by 35.7% due to better sales
volume and selling prices.
Sale of goods and services in URCs commodity foods group (CFG) amounted to P =2.446 billion
for the three months fiscal 2013, up by 29.3% from P =1.892 billion reported in the same period
last year. Sugar business sales increased by 86.1% due to increase in sales volume as the milling
season started earlier this year. Flour business declined by 7.8% due to decline in volume as
imports of low cost flour increased and calamities affected Visayas and Mindanao regions.
-8-
8.5% increase in cost of sales
Due to increase in sales volume
26.4% decrease in market valuation gain on financial instruments at fair value through profit or loss
Due to decline in level of bond and equity investments as a result of disposals
Statements of Financial Position December 31, 2012 versus September 30, 2012
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22.8% decrease in other current assets
Due to decrease in input tax
The Companys key performance indicators are employed across all businesses. Comparisons are
then made against internal target and previous periods performance. The Company and its significant
subsidiaries top five (5) key performance indicators are as follows: (in million PhPs)
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URC International
YTD December 2012 YTD December 2011 Index
Revenue =5,759
P =5,539
P 104
EBIT 549 580 95
EBITDA 786 814 97
Net income 546 583 94
Total assets 17,832 16,890 106
Nissin-URC
YTD December 2012 YTD December 2011 Index
Revenue 412 =367
P 112
EBIT 61 32 191
EBITDA 72 40 180
Net income 46 23 200
Total assets 1,049 933 112
- 11 -
- 12 -
UNIVERSAL ROBINA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In Thousand Pesos)
Unaudited Audited
December 31 September 30
2012 2012
ASSETS
Current Assets
Cash and cash equivalents (Note 7) P
=4,746,624 P5,345,833
=
Financial assets at fair value through profit or loss (Note 8) 10,901,469 10,812,402
Available-for-sale investments (Note 9) 4,598,681 4,797,877
Receivables - net (Note 10) 8,945,890 7,461,033
Inventories (Note 11) 10,283,226 9,759,334
Biological assets 1,010,186 1,057,008
Other current assets (Note 12) 350,666 454,143
Total Current Assets 40,836,742 39,687,630
Noncurrent Assets
Property, plant and equipment - net (Note 13) 28,726,148 27,918,634
Intangible assets (Note 14) 1,273,628 1,273,628
Biological assets 410,516 428,961
Investments in a joint venture (Note 15) 107,316 96,139
Investment properties (Note 16) 63,577 64,492
Deferred tax assets 115,796 91,908
Other noncurrent assets (Note 17) 397,208 425,923
Total Noncurrent Assets 31,094,189 30,299,685
P
=71,930,931 =69,987,315
P
Current Liabilities
Accounts payable and other accrued liabilities (Note 18) P
=8,081,468 =7,586,842
P
Short-term debt (Note 19) 7,838,969 8,588,537
Trust receipts and acceptances payable (Note 11) 3,199,708 3,464,360
Income tax payable 669,354 428,184
Total Current Liabilities 19,789,499 20,067,923
Noncurrent Liabilities
Long-term debt - net of current portion (Note 20) 2,992,002 2,990,456
Deferred tax liabilities - net 301,321 301,321
Net pension liability 37,639 11,064
Total Noncurrent Liabilities 3,330,962 3,302,841
Total Liabilities 23,120,461 23,370,764
(Forward)
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Unaudited Audited
December 31 September 30
2012 2011
Equity
- 14 -
UNIVERSAL ROBINA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In Thousand Pesos, Except Per Share Amount)
- 15 -
UNIVERSAL ROBINA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousand Pesos)
- 16 -
UNIVERSAL ROBINA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousand Pesos, Except Number of Shares)
- 17 -
UNIVERSAL ROBINA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousand Pesos)
(Forward)
- 18 -
Three Months Ended December 31
2012 2011
CASH FLOWS FROM FINANCING ACTIVITIES
Net availments (payments) of:
Short-term borrowings (P
=669,741) =
P1,069,273
Long-term debt (25,705)
Net cash used in financing activities (669,741) 1,043,568
- 19 -
UNIVERSAL ROBINA CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information
The Parent Company is a majority owned subsidiary of JG Summit Holdings, Inc. (the ultimate
parent or JGSHI).
The Parent Company and its subsidiaries (hereinafter referred to as the Group) is one of the
largest branded food products companies in the Philippines and has a growing presence in other
markets in Asia. The Group is involved in a wide range of food-related businesses which are
organized into three (3) business segments: (a) the branded consumer food segment which
manufactures and distributes a diverse mix of salty snacks, chocolates, candies, biscuits, bakery
products, beverages, noodles and tomato-based products; (b) the agro-industrial segment which
engages in hog and poultry farming, production and distribution of animal health products and
manufacture and distribution of animal feeds, glucose and soya bean products; and (c) the
commodity food segment which engages in sugar milling and refining, flour milling and pasta
manufacturing. The Parent Company also engages in consumer product-related packaging
business through its packaging division which manufactures bi-axially oriented polypropylene
(BOPP) film and through its subsidiary, CFC Clubhouse Property, Inc. (CCPI), which
manufactures polyethylene terephthalate (PET) bottles and printed flexible packaging materials.
The Parent Companys packaging business is included in the branded consumer food segment.
On February 10, 2012 and April 18, 2012, the Board of Directors (BOD) and Stockholders,
respectively approved the amendments to the Articles of Incorporation of the Parent Company to
include in its purpose the business of producing fuel ethanol and other similar products and to
carry on all activities and services incidental and/or ancillary for such. On May 25, 2012, the
Philippine Securities and Exchange Commission (SEC) approved the amendment to the
secondary purpose of the Parent Company.
The operations of certain subsidiaries are registered with the Board of Investments (BOI) as
preferred pioneer and nonpioneer activities. Under the terms of the registrations and subject to
certain requirements, the Parent Company and certain subsidiaries are entitled to certain fiscal
and non-fiscal incentives, including among others, an income tax holiday (ITH) for a period of
four (4) years to six (6) years from respective start dates of commercial operations. The Group is
also subject to certain regulations with respect to, among others, product composition, packaging,
labeling, advertising and safety.
The principal activities of the Group are further described in Note 6 to the consolidated financial
statements.
Basis of Preparation
The accompanying consolidated financial statements of the Group have been prepared on a
historical cost basis, except for financial assets at fair value through profit or loss (FVPL),
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available-for-sale (AFS) investments and derivative financial instruments that have been
measured at fair value, and biological assets and agricultural produce that have been measured at
fair value less estimated costs to sell.
The consolidated financial statements of the Group are presented in Philippine Peso. The
functional and presentation currency of the Parent Company and its Philippine subsidiaries (as
well as certain consolidated foreign subsidiaries) is the Philippine Peso.
These interim consolidated financial statements followed the same accounting policies by which
the most recent annual audited consolidated financial statements have been prepared.
Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with
Philippine Financial Reporting Standards (PFRS).
Basis of Consolidation
The consolidated financial statements include the financial statements of the Parent Company and
the following wholly and majority owned subsidiaries:
Effective Percentage of
Country of Ownership
Subsidiaries Incorporation 2012 2011
CFC Clubhouse Property, Inc. Philippines 100.00 100.00
CFC Corporation - do - 100.00 100.00
Bio-Resource Power Generation
Corporation - do - 100.00 100.00
Southern Negros Development Corporation
(SONEDCO) - do - 94.00 94.00
Nissin - URC - do - 65.00 65.00
URC Philippines, Limited (URCPL) British Virgin Islands 100.00 100.00
URC International Co. Ltd. (URCICL) and
Subsidiaries* - do - 100.00 77.00
Universal Robina (Cayman), Ltd. (URCL) Cayman Islands 100.00 100.00
URC China Commercial Co. Ltd. China 100.00 100.00
*Subsidiaries are located in Thailand, Singapore, Malaysia, Vietnam, Indonesia, China and Hong Kong.
In August 2012, the BOD approved the acquisition by the Parent Company of 23.00% of the
capital stock of URCICL owned by a minority shareholder, International Horizons Investments
Ltd., for P
=7.2 billion. The acquisition of the shares allowed the Parent Company to consolidate
100.00% of the earnings of URCICL after the date of acquisition.
The consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. All significant intercompany transactions
and balances, including intercompany profits and unrealized profits and losses, are eliminated in
the consolidation.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases.
Acquisitions of subsidiaries are accounted for using the purchase method. The cost of an
acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the
acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
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business combination are measured initially at their fair value at the acquisition date, irrespective
of the extent of any non-controlling interest (NCI).
Any excess of the cost of the business combination over the Groups interest in the net fair value
of the identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of
the Groups interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities over the cost of business combination is recognized in the consolidated statements of
comprehensive income on the date of acquisition.
NCIs represent the portion of income or loss and net assets not held by the Group and are
presented separately in the consolidated statements of comprehensive income and within equity
in the consolidated statements of financial position, separately from the parent shareholders
equity. Acquisitions of NCIs are accounted for using the parent entity extension method,
whereby, the difference between the consideration and the book value of the share of the net
assets acquired is recognized as goodwill.
Changes in the Groups interest in subsidiary that do not result in a loss of control are accounted
for as equity transactions. Any difference between the amount by which the NCIs are adjusted
and the fair value of the consideration paid or received is recognized directly in equity and
attributed to the Group.
Effective in 2013 for adoption in fiscal year ending September 30, 2014
The amendments require entities to disclose, in a tabular format unless another format is
more appropriate, the following minimum quantitative information. This is presented
separately for financial assets and financial liabilities recognized at the end of the reporting
period:
a. The gross amounts of those recognized financial assets and recognized financial
liabilities;
b. The amounts that are set off in accordance with the criteria in PAS 32 when
determining the net amounts presented in the statement of financial position;
c. The net amounts presented in the statement of financial position;
d. The amounts subject to an enforceable master netting arrangement or similar
arrangement that are not otherwise included in (b) above, including:
1. Amounts related to recognized financial instrumentst that do not meet some
or all of the following criteria in PAS 32; and
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2. Amounts related to financial collateral (including cash collateral); and
e. The net amount after deducting the amounts in (d) from the amounts in (c) above.
The amendments to PFRS 7 are to be retrospectively applied and are effective for annual
periods beginning on or after January 1, 2013. The amendments affect disclosures only and
have no impact on the Groups financial position or performance.
The standard becomes effective for annual periods beginning on or after January 1, 2013.
The adoption of PFRS 12 will affect disclosures only and have no impact on the Groups
financial position or performance.
The standard becomes effective for annual periods beginning on or after January 1, 2013.
The Group does not anticipate that the adoption of this standard will have a significant
impact on its financial position and performance.
- 23 -
mechanism and the concept of expected returns on plan assets to simple clarifications and
rewording. The revised standard also requires new disclosures such as, among others, a
sensitivity analysis for each significant actuarial assumption, information on asset-liability
matching strategies, duration of the defined benefit obligation, and disaggregation of plan
assets by nature and risk.
The amendments become effective for annual periods beginning on or after January 1, 2013.
Once effective, the Group has to apply the amendments retroactively to the earliest period
presented.
PAS 28, Investments in Associates and Joint Ventures (as revised in 2011)
As a consequence of the new PFRS 10 and 12, PAS 28 has been renamed
PAS 28, Investments in Associates and Joint Ventures, and describes the application of the
equity method to investments in joint ventures in addition to associates. The amendment
becomes effective for annual periods beginning on or after January 1, 2013.
Philippine Interpretation IFRIC 20, Stripping Costs in the Production Phase of a Surface
Mine
This interpretation applies to waste removal costs (stripping costs) that are incurred in
surface mining activity during the production phase of the mine (production stripping
costs). If the benefit from the stripping activity will be realized in the current period, an
entity is required to account for the stripping activity costs as part of the cost of inventory.
When the benefit is the improved access to ore, the entity should recognize these costs as a
non-current asset, only if certain criteria are met (stripping activity asset). The stripping
activity asset is accounted for as an addition to, or as an enhancement of, an existing asset.
After initial recognition, the stripping activity asset is carried at its cost or revalued amount
less depreciation or amortization and less impairment losses, in the same way as the existing
asset of which it is a part. The Group expects that this interpretation will not have any impact
on its financial position or performance. This interpretation becomes effective for annual
periods beginning on or after January 1, 2013.
Effective in 2014 for adoption in fiscal year ending September 30, 2015
PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial
Liabilities (Amendments)
The amendments clarify the meaning of currently has a legally enforceable right to set-off
and also clarify the application of the PAS 32 offsetting criteria to settlement systems (such
as central clearing house systems) which apply gross settlement mechanisms that are not
simultaneous. The amendments affect presentation only and have no impact on the Groups
financial position or performance. The amendments to PAS 32 are to be retrospectively
applied for annual periods beginning on or after January 1, 2014.
Effective in 2015 for adoption in fiscal year ending September 30, 2016
PFRS 9, Financial Instruments
PFRS 9, as issued, reflects the first phase on the replacement of PAS 39 and applies to the
classification and measurement of financial assets and liabilities as defined in PAS 39,
- 24 -
Financial Instruments: Recognition and Measurement. Work on impairment of financial
instruments and hedge accounting is still ongoing, with a view to replacing PAS 39 in its
entirety.
a. All financial assets to be measured at fair value at initial recognition;
b. A debt financial asset may, if the fair value option (FVO) is not invoked, be
subsequently measured at amortized cost if it is held within a business model that has
the objective to hold the assets to collect the contractual cash flows and its
contractual terms give rise, on specified dates, to cash flows that are solely payments
of principal and interest on the principal outstanding. All other debt instruments are
subsequently measured at fair value through profit or loss;
c. All equity financial assets are measured at fair value either through other
comprehensive income or profit or loss. Equity financial assets held for trading must
be measured at fair value through profit or loss. For FVO liabilities, the amount of
change in the fair value of a liability that is attributable to changes in credit risk must
be presented in other comprehensive income. The remainder of the change in fair
value is presented in profit or loss, unless presentation of the fair value change in
respect of the liabilitys credit risk in other comprehensive income would create or
enlarge an accounting mismatch in profit or loss.
d. All other PAS 39 classification and measurement requirements for financial
liabilities have been carried forward into PFRS 9, including the embedded derivative
separation rules and the criteria for using the FVO. The adoption of the first phase of
PFRS 9 will have an effect on the classification and measurement of the Groups
financial assets, but will potentially have no impact on the classification and
measurement of financial liabilities.
PFRS 9 is effective for annual periods beginning on or after January 1, 2015. The Group
conducted an impact evaluation of the early adoption of PFRS 9 based on September 30,
2012 balances. The adoption of the first phase of PFRS 9 will have an effect on the
classification and measurement of the Groups financial assets, but will potentially have no
impact on classification and measurement of financial liabilities. The Group has decided not
to early adopt, thus, has not conducted a quantification of the full impact of this standard. The
Group, however, will quantify the effect in conjunction with the other phases, when issued, to
present a more comprehensive picture.
Improvements to PFRS
The omnibus amendments to PFRS issued in 2009, 2010 and 2011, contain non-urgent but
necessary amendments to PFRSs. The amendments are effective for annual periods beginning on
or after January 1, 2013 and are applied retrospectively. Earlier application is permitted.
PFRS 1, First-time Adoption of PFRS - Borrowing Costs
The amendment clarifies that, upon adoption of PFRS, an entity that capitalized borrowing
costs in accordance with its previous generally accepted accounting principles, may carry
forward, without any adjustment, the amount previously capitalized in its opening statement
of financial position at the date of transition. Subsequent to the adoption of PFRS, borrowing
costs are recognized in accordance with PAS 23, Borrowing Costs. The amendment does not
apply to the Group as it is not a first-time adopter of PFRS.
PAS 1, Presentation of Financial Statements - Clarification of the Requirements for
Comparative Information
The amendments clarify the requirements for comparative information that are disclosed
voluntarily and those that are mandatory due to retrospective application of an accounting
policy, or retrospective restatement or reclassification of items in the financial statements.
An entity must include comparative information in the related notes to the financial
statements when it voluntarily provides comparative information beyond the minimum
- 25 -
required comparative period. The additional comparative period does not need to contain a
complete set of financial statements. On the other hand, supporting notes for the third
balance sheet (mandatory when there is a retrospective application of an accounting policy,
or retrospective restatement or reclassification of items in the financial statements) are not
required.
The amendments affect disclosures only and have no impact on the Groups financial
position or performance.
PAS 16, Property, Plant and Equipment - Classification of Servicing Equipment
The amendment clarifies that spare parts, stand-by equipment and servicing equipment
should be recognized as property, plant and equipment when they meet the definition of
property, plant and equipment and should be recognized as inventory if otherwise. The
amendment will not have any significant impact on the Groups financial position or
performance.
PAS 32, Financial Instruments: Presentation - Tax Effect of Distribution to Holders of
Equity Instruments
The amendment clarifies that income taxes relating to distributions to equity holders and to
transaction costs of an equity transaction are accounted for in accordance with PAS 12,
Income Taxes. The Group expects that this amendment will not have any impact on its
financial position or performance.
PAS 34, Interim Financial Reporting - Interim Financial Reporting and Segment Information
for Total Assets and Liabilities
The amendment clarifies that the total assets and liabilities for a particular reportable
segment need to be disclosed only when the amounts are regularly provided to the chief
operating decision maker and there has been a material change from the amount disclosed in
the entitys previous annual financial statements for that reportable segment. The
amendment affects disclosures only and has no impact on the Groups financial position or
performance.
Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured. Revenue is measured at the fair value of the
consideration received, excluding discounts, rebates and other sales taxes or duty.
The following specific recognition criteria must also be met before revenue is recognized:
Sale of goods
Revenue from sale of goods is recognized upon delivery, when the significant risks and rewards
of ownership of the goods have passed to the buyer and the amount of revenue can be measured
reliably. Revenue is measured at the fair value of the consideration received or receivable, net of
any trade discounts, prompt payment discounts and volume rebates.
Rendering of services
Revenue derived from tolling activities, whereby raw sugar from traders and planters is converted
into refined sugar, is recognized as revenue when the related services have been rendered.
Dividend income
Dividend income is recognized when the shareholders right to receive the payment is
established.
- 26 -
Rent income
Rent income arising on investment properties is accounted for on a straight-line basis over the
lease term on on-going leases.
Interest income
Interest is recognized as it accrues (using the effective interest rate method, under which, interest
income is recognized at the rate that exactly discounts estimated future cash receipts through the
expected life of the financial instrument to the net carrying amount of the financial asset).
For all other financial instruments not listed in an active market, the fair value is determined by
using appropriate valuation techniques. Valuation techniques include net present value
techniques, comparison to similar instruments for which market observable prices exist, options
pricing models and other relevant valuation models.
Day 1 profit
Where the transaction price in a non-active market is different from the fair value based on other
observable current market transactions in the same instrument or based on a valuation technique
whose variables include only data from an observable market, the Group recognizes the
difference between the transaction price and fair value (a Day 1 profit) in the consolidated
- 27 -
statements of comprehensive income. In cases where variables used are made of data which is
not observable, the difference between the transaction price and model value is only recognized
in the consolidated statement of comprehensive income when the inputs become observable or
when the instrument is derecognized. For each transaction, the Group determines the appropriate
method of recognizing the Day 1 profit amount.
the designation eliminates or significantly reduces the inconsistent treatment that would
otherwise arise from measuring the assets or liabilities or recognizing gains or losses on them
on a different basis; or
the assets and liabilities are part of a group of financial assets, financial liabilities or both
which are managed and their performance are evaluated on a fair value basis, in accordance
with a documented risk management or investment strategy; or
the financial instrument contains an embedded derivative, unless the embedded derivative
does not significantly modify the cash flows or it is clear, with little or no analysis, that it
would not be separately recorded.
Financial assets and financial liabilities at FVPL are recorded in the consolidated statements of
financial position at fair value. Changes in fair value are reflected in the consolidated statements
of comprehensive income. Interest earned or incurred is recorded in interest income or expense,
respectively, while dividend income is recorded in other operating income according to the terms
of the contract, or when the right of the payment has been established.
The Groups financial assets at FVPL consist of private bonds, government and equity securities
(Note 8).
The fair values of the Groups derivative instruments are based on quotes obtained from
counterparties.
Embedded derivatives
An embedded derivative is separated from the host contract and accounted for as a derivative if
all of the following conditions are met: a) the economic characteristics and risks of the embedded
derivative are not closely related to the economic characteristics and risks of the host contract; b)
a separate instrument with the same terms as the embedded derivative would meet the definition
of a derivative; and c) the hybrid or combined instrument is not recognized at FVPL.
Subsequent reassessment is prohibited unless there is a change in the terms of the contract that
significantly modifies the cash flows that otherwise would be required under the contract, in
which case reassessment is required. The Group determines whether a modification to cash flows
- 28 -
flows is significant by considering the extent to which the expected future cash flows associated
with the embedded derivative, the host contract or both have changed and whether the change is
significant relative to the previously expected cash flow on the contract.
This accounting policy applies primarily to the Groups trade and other receivables (Note 10).
AFS investments
AFS investments are those nonderivative investments which are designated as such or do not
qualify to be classified or designated as financial assets at FVPL, held-to-maturity investments or
loans and receivables. They are purchased and held indefinitely, and may be sold in response to
liquidity requirements or changes in market conditions.
After initial measurement, AFS investments are subsequently measured at fair value. The
effective yield component of AFS debt securities, as well as the impact of restatement on foreign
currency-denominated AFS debt securities, is reported in the consolidated statement of
comprehensive income. The unrealized gains and losses arising from the fair valuation of AFS
investments are excluded, net of tax, from reported earnings and are reported under Other
comprehensive income section of the consolidated statement of comprehensive income.
When the security is disposed of, the cumulative gain or loss previously recognized in equity is
recognized in the consolidated statement of comprehensive income. Interest earned on holding
AFS investments are reported as interest income using the EIR. Where the Group holds more
than one (1) investment in the same security these are deemed to be disposed of on a first-in, first-
out basis.
Dividends earned on holding AFS investments are recognized in the consolidated statement of
comprehensive income, when the right to receive payment has been established. The losses
arising from impairment of such investments are recognized in the consolidated statement of
comprehensive income.
AFS investments held by the Group consist of private bonds, government and equity securities
(Note 9).
- 29 -
All loans and borrowings are initially recognized at the fair value of the consideration received
less directly attributable debt issuance costs. Debt issuance costs are amortized using the
effective interest method and unamortized debt issuance costs are offset against the related
carrying value of the loan in the consolidated statement of financial position.
After initial measurement, other financial liabilities are subsequently measured at amortized cost
using the EIR method. Amortized cost is calculated by taking into account any discount or
premium on the issue and fees that are an integral part of the EIR.
When a loan is paid, the related unamortized debt issuance costs at the date of repayments are
charged against current operations. Gains and losses are recognized in the profit or loss in the
consolidated statement of comprehensive income when the liabilities are derecognized or
impaired, as well as through the amortization process.
This accounting policy applies primarily to the Groups short-term and long-term debt, accounts
payable and other accrued liabilities and other obligations that meet the above definition (other
than liabilities covered by other accounting standards, such as pension liabilities and income tax
payable).
Debt Issuance Costs
Debt issuance costs are amortized using EIR method and unamortized debt issuance costs are
included in the measurement of the related carrying value of the loan in the consolidated
statement of financial position. When loan is repaid, the related unamortized debt issuance costs
at the date of repayment are charged in the consolidated statement of comprehensive income.
If the Group does not have an unconditional right to avoid delivering cash or another financial
asset to settle its contractual obligation, the obligation meets the definition of a financial liability.
The components of issued financial instruments that contain both liability and equity elements are
accounted for separately, with the equity component being assigned the residual amount after
deducting from the instrument as a whole the amount separately determined as the fair value of
the liability component on the date of issue.
the financial asset is no longer held for the purpose of selling or repurchasing it in the near
term; and
there is a rare circumstance.
A financial asset that is reclassified out of the FVPL category is reclassified at its fair value on
the date of reclassification. Any gain or loss already recognized in the consolidated statement of
comprehensive income is not reversed. The fair value of the financial asset on the date of
reclassification becomes its new cost or amortized cost, as applicable. In 2008, the Group
reclassified certain financial assets at FVPL to AFS investments (Note 9).
- 30 -
Impairment of Financial Assets
The Group assesses at each statement of financial position date whether there is objective
evidence that a financial asset or group of financial assets is impaired. A financial asset or a
group of financial assets is deemed to be impaired if, and only if, there is objective evidence of
impairment as a result of one (1) or more events that has occurred after the initial recognition of
the asset (an incurred loss event) and that loss event (or events) has an impact on the estimated
future cash flows of the financial asset or the group of financial assets that can be reliably
estimated. Evidence of impairment may include indications that the borrower or a group of
borrowers is experiencing significant financial difficulty, default or delinquency in interest or
principal payments, the probability that they will enter bankruptcy or other financial
reorganization and where observable data indicate that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic conditions that correlate with
defaults.
The Group first assesses whether objective evidence of impairment exists individually for
financial assets that are individually significant, and individually or collectively for financial
assets that are not individually significant. If it is determined that no objective evidence of
impairment exists for an individually assessed financial asset, whether significant or not, the asset
is included in a group of financial assets with similar credit risk characteristics and that group of
financial assets is collectively assessed for impairment. Those characteristics are relevant to the
estimation of future cash flows for groups of such assets by being indicative of the debtors
ability to pay all amounts due according to the contractual terms of the assets being evaluated.
Assets that are individually assessed for impairment and for which an impairment loss is or
continues to be recognized are not included in a collective assessment of impairment.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognized, the previously
recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is
recognized in the consolidated statement of comprehensive income to the extent that the carrying
value of the asset does not exceed its amortized cost at the reversal date.
The Group performs a regular review of the age and status of these accounts, designed to identify
accounts with objective evidence of impairment and provide the appropriate allowance for
impairment loss. The review is accomplished using a combination of specific and collective
assessment approaches, with the impairment loss being determined for each risk grouping
identified by the Group.
AFS investments
The Group assesses at each financial position date whether there is objective evidence that a
financial asset or group of financial assets is impaired.
- 31 -
In the case of debt instruments classified as AFS investments, impairment is assessed based on
the same criteria as financial assets carried at amortized cost. Future interest income is based on
the reduced carrying amount and is accrued based on the rate of interest used to discount future
cash flows for the purpose of measuring impairment loss. Such accrual is recorded under interest
income in the profit or loss in the consolidated statement of comprehensive income. If, in
subsequent year, the fair value of a debt instrument increases, and the increase can be objectively
related to an event occurring after the impairment loss was recognized in the profit or loss in the
consolidated statement of comprehensive income, the impairment loss is reversed through the
profit or loss in the consolidated statement of comprehensive income.
For equity investments classified as AFS investments, objective evidence would include a
significant or prolonged decline in the fair value of the investments below its cost. The
determination of what is significant and prolonged is subject to judgment. Where there is
evidence of impairment, the cumulative loss - measured as the difference between the acquisition
cost and the current fair value, less any impairment loss on that investment previously recognized
in the statement of comprehensive income - is removed from equity and recognized in the
statement of comprehensive income. Impairment losses on equity investments are not reversed
through the profit or loss in the statement of comprehensive income. Increases in fair value after
impairment are recognized directly as part of the other comprehensive income.
the rights to receive cash flows from the asset have expired;
the Group retains the right to receive cash flows from the asset, but has assumed an
obligation to pay them in full without material delay to a third party under a pass-through
arrangement; or
the Group has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of ownership and retained control of the
asset, or (b) has neither transferred nor retained the risk and rewards of the asset but has
transferred the control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset or has entered into
a pass-through arrangement, and has neither transferred nor retained substantially all the risks and
rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the
Groups continuing involvement in the asset. Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at the lower of original carrying amount of the
asset and the maximum amount of consideration that the Group could be required to repay.
Financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or
cancelled or has expired. Where an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is
recognized in the consolidated statement of comprehensive income.
- 32 -
Financial Guarantee Contracts
In the ordinary course of business, the Parent Company gives financial guarantees. Financial
guarantees are initially recognized in the financial statement at fair value, and the initial fair value
is amortized over the life of the financial guarantee. The guarantee liability is subsequently
carried at the higher of this amortized amount and the present value of any expected payment
(when a payment under the guaranty has become probable).
Inventories
Inventories, including goods-in-process, are valued at the lower of cost or net realizable value
(NRV). NRV is the estimated selling price in the ordinary course of business, less estimated
costs of completion and the estimated costs necessary to make the sale. NRV for materials, spare
parts and other supplies represents the related replacement costs.
Costs incurred in bringing each product to its present location and conditions are accounted for as
follows:
Materials in-transit
Cost is determined using the specific identification basis.
Biological Assets
The biological assets of the Group are divided into two (2) major categories with sub-categories
as follows:
Biological assets are measured on initial recognition and at each statement of financial position
date at its fair value less estimated costs to sell, except for a biological asset where fair value is
not clearly determinable. Agricultural produce harvested from an entitys biological assets are
measured at its fair value less estimated costs to sell at the time of harvest.
- 33 -
The Group is unable to measure fair values reliably for its poultry livestock breeders in the
absence of: (a) available market determined prices or values; and (b) alternative estimates of fair
values that are determined to be clearly reliable; thus, these biological assets are measured at cost
less accumulated depreciation and any accumulated impairment losses. However, once the fair
values become reliably measurable, the Group measures these biological assets at their fair values
less estimated costs to sell.
Agricultural produce is the harvested product of the Groups biological assets. A harvest occurs
when agricultural produce is either detached from the bearer biological asset or when a biological
assets life processes cease. A gain or loss arising on initial recognition of agricultural produce at
fair value less estimated costs to sell is recognized in the consolidated statement of
comprehensive income in the period in which it arises. The agricultural produce in swine
livestock is the suckling that transforms into weanling then into fatteners/ finishers, while the
agricultural produce in poultry livestock is the hatched chick and table eggs.
Depreciation is computed using the straight-line method over the estimated useful lives (EUL) of
the biological assets, regardless of utilization. The EUL of biological assets is reviewed annually
based on expected utilization as anchored on business plans and strategies that considers market
behavior to ensure that the period of depreciation is consistent with the expected pattern of
economic benefits from items of biological assets. The EUL of biological assets ranges from two
to three years.
The carrying values of biological assets are reviewed for impairment when events or changes in
the circumstances indicate that the carrying values may not be recoverable (see further discussion
under Impairment of Nonfinancial Assets).
A gain or loss on initial recognition of a biological asset at fair value less estimated costs to sell
and from a change in fair value less estimated costs to sell of a biological asset shall be included
in the consolidated statement of comprehensive income in the period in which it arises.
Subsequent costs are capitalized as part of the Property, plant and equipment account, only when
it is probable that future economic benefits associated with the item will flow to the Group and
- 34 -
the cost of the item can be measured reliably. All other repairs and maintenance are charged
against current operations as incurred.
Foreign exchange differentials arising from the acquisition of property, plant and equipment are
charged against current operations and are no longer capitalized.
Construction in-progress is state at cost. This includes the cost of construction and other direct
costs. Borrowing costs that are directly attributable to the construction of property, plant and
equipment are capitalized during the construction period. Construction-in-progress is not
depreciated until such time as the relevant assets are completed and put into operational use.
Construction-in-progress are transferred to the related Property, Plant and Equipment account
when the construction or installation and related activities necessary to prepare the property,
plant and equipment for their intended use are completed, and the property, plant and equipment
are ready for service.
Depreciation and amortization of property, plant and equipment commence, once the property,
plant and equipment are available for use and are computed using the straight-line method over
the EUL of the assets regardless of utilization.
Years
Land improvements 20
Buildings and improvements 10 to 30
Machinery and equipment 10
Transportation equipment 5
Furniture, fixtures and equipment 5
Leasehold improvements are amortized over the shorter of their EUL or the corresponding lease
terms.
The residual values, useful lives and methods of depreciation and amortization of property, plant
and equipment are reviewed and adjusted, if appropriate, at each financial year-end.
Major spare parts and stand-by equipment items that the Group expects to use over more than one
(1) period and can be used only in connection with an item of property, plant and equipment are
accounted for as property, plant and equipment. Depreciation and amortization on these major
spare parts and stand-by equipment commence once these have become available for use (i.e.
when it is in the location and condition necessary for it to be capable of operating in the manner
intended by the Group).
An item of property, plant and equipment is derecognized upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the item) is included in the consolidated statement of
comprehensive income, in the year the item is derecognized.
Fully depreciated property, plant and equipment are retained in the accounts until these are no
longer in use.
- 35 -
Investment Properties
Investment properties consist of properties that are held to earn rentals or for capital appreciation
or both, and those which are not occupied by entities in the Group. Investment properties, except
for land, are carried at cost less accumulated depreciation and any impairment in value. Land is
carried at cost less any impairment in value. The carrying amount includes the cost of replacing
part of an existing investment property at the time that cost is incurred if the recognition criteria
are met; and excludes the cost of day-to-day servicing of an investment property.
Investment properties are measured initially at cost, including transaction costs. Transaction
costs represent nonrefundable taxes such as capital gains tax and documentary stamp tax that are
for the account of the Group. An investment property acquired through an exchange transaction
is measured at fair value of the asset acquired unless the fair value of such an asset cannot be
measured in which case the investment property acquired is measured at the carrying amount of
asset given up.
The Groups investment properties are depreciated using the straight-line method over their EUL
as follows:
Years
Land improvements 10
Buildings and building improvements 10 to 30
Investment properties are derecognized when either they have been disposed of or when the
investment properties are permanently withdrawn from use and no future economic benefit is
expected from their disposal. Any gains or losses on the retirement or disposal of investment
properties are recognized in the consolidated statement of comprehensive income in the year of
retirement or disposal.
Transfers are made to investment property when, and only when, there is a change in use,
evidenced by the end of owner occupation, commencement of an operating lease to another party
or by the end of construction or development. Transfers are made from investment property
when, and only when, there is a change in use, evidenced by commencement of owner occupation
or commencement of development with a view to sale.
For a transfer from investment property to owner-occupied property to inventories, the deemed
cost of property for subsequent accounting is its fair value at the date of change in use. If the
property occupied by the Group as an owner-occupied property becomes an investment property,
the Group accounts for such property in accordance with the policy stated under Property, Plant
and Equipment account up to the date of change in use.
Goodwill
Goodwill represents the excess of the cost of the acquisition over the fair value of identifiable net
assets of the investee at the date of acquisition which is not identifiable to specific assets.
Goodwill acquired in a business combination from the acquisition date is allocated to each of the
Groups cash-generating units, or groups of cash-generating units that are expected to benefit
from the synergies of the combination, irrespective of whether other assets or liabilities of the
Group are assigned to those units or groups of units.
Following initial recognition, goodwill is measured at cost, less any accumulated impairment
losses. Goodwill is reviewed for impairment annually or more frequently, if events or changes in
circumstances indicate that the carrying value may be impaired (see further discussion under
Impairment of Nonfinancial Assets).
- 36 -
If the acquirers interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities exceeds the costs of the business combination, the acquirer shall recognize immediately
in the consolidated statement of comprehensive income any excess remaining after reassessment.
Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are measured at cost less any accumulated amortization and
impairment losses, if any.
The useful lives of intangible assets with finite life are assessed at the individual asset level.
Intangible assets with finite life are amortized over their useful lives. Periods and method of
amortization for intangible assets with finite useful lives are reviewed annually or earlier when an
indicator of impairment exists.
Intangible assets with indefinite useful lives are tested for impairment annually either
individually or at the cash-generating unit level (see further discussion under Impairment of
Nonfinancial Assets). Such intangibles are not amortized. The useful life of an intangible asset
with an indefinite useful life is reviewed annually to determine whether indefinite life assessment
continues to be supportable. If not, the change in the useful life assessment from indefinite to
finite is made on a prospective basis.
A gain or loss arising from derecognition of an intangible asset is measured as the difference
between the net disposal proceeds and the carrying amount of the asset and is recognized in the
profit or loss in the consolidated statement of comprehensive income when the asset is
derecognized.
Product
Formulation Trademarks
EUL Indefinite Indefinite Finite (4 years)
Straight-line
Amortization method used No amortization No amortization amortization
Internally generated or acquired Acquired Acquired Acquired
- 37 -
Investments in a Joint Venture
The Group also has a 50% interest in Hunt-Universal Robina Corporation (HURC),
a joint venture which is a jointly controlled entity. A joint venture is a contractual arrangement
whereby two or more parties undertake an economic activity that is subject to joint control, and a
jointly controlled entity is a joint venture that involves the establishment of a separate entity in
which each venturer has an interest.
The Groups investments in a joint venture are accounted for using the equity method of
accounting. Under the equity method, joint venture is carried in the consolidated statements of
financial position at cost plus post-acquisition changes in the Groups share of net assets of the
joint venture. The consolidated statement of comprehensive income reflects the share of the
results of operations of the joint venture. Where there has been a change recognized directly in
the investees equity, the Group recognizes its share of any changes and discloses this, when
applicable, in the consolidated statement of changes in equity. Profits and losses arising from
transactions between the Group and the joint venture are eliminated to the extent of the interest in
the joint venture.
The investee companies accounting policies conform to those used by the Group for like
transactions and events in similar circumstances.
The Group assesses at each reporting date whether there is an indication that its nonfinancial
assets may be impaired. When an indicator of impairment exists or when an annual impairment
testing for an asset is required, the Group makes a formal estimate of recoverable amount.
Recoverable amount is the higher of an assets (or cash-generating units) fair value less costs to
sell and its value in use and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets,
in which case the recoverable amount is assessed as part of the cash-generating unit to which it
belongs. Where the carrying amount of an asset (or cash generating unit) exceeds its recoverable
amount, the asset (or cash-generating unit) is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset (or cash-generating unit).
Impairment losses are recognized under Impairment losses account in the consolidated statement
of comprehensive income.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is
any indication that previously recognized impairment losses may no longer exist or may have
decreased. If such indication exists, the recoverable amount is estimated. A previously
recognized impairment loss is reversed only if there has been a change in the estimates used to
determine the assets recoverable amount since the last impairment loss was recognized. If that is
the case, the carrying amount of the asset is increased to its recoverable amount. That increased
amount cannot exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognized for the asset in prior years. Such reversal is recognized
in the consolidated statement of comprehensive income. After such a reversal, the depreciation
expense is adjusted in future years to allocate the assets revised carrying amount, less any
residual value, on a systematic basis over its remaining life
- 38 -
The following criteria are also applied in assessing impairment of specific assets:
Goodwill
Goodwill is reviewed for impairment, annually or more frequently, if events or changes in
circumstances indicate that the carrying value may be impaired.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (or
group of cash-generating units) to which the goodwill relates. Where the recoverable amount of
the cash-generating unit (or group of cash-generating units) is less than the carrying amount to
which goodwill has been allocated, an impairment loss is recognized. Where goodwill forms part
of a cash-generating unit (or group of cash-generating units) and part of the operation within that
unit are disposed of, the goodwill associated with the operation disposed of is included in the
carrying amount of the operation when determining the gain or loss on disposal of the operation.
Goodwill disposed of in this circumstance is measured on the basis of the relative fair values of
the operation disposed of and the portion of the cash-generating unit retained. Impairment losses
relating to goodwill cannot be reversed in future periods.
Intangible assets
Intangible assets with indefinite useful lives are tested for impairment annually as of year-end
either individually or at the cash-generating level, as appropriate.
Treasury Shares
Treasury shares are recorded at cost and are presented as a deduction from equity. Any
consideration paid or received in connection with treasury shares are recognized directly in
equity.
When the shares are retired, the capital stock account is reduced by its par value. The excess of
cost over par value upon retirement is debited to the following accounts in the order given: (a)
additional paid-in capital to the extent of the specific or average additional paid-in capital when
the shares were issued, and (b) retained earnings. When shares are sold, the treasury share
account is credited and reduced by the weighted average cost of the shares sold. The excess of
any consideration over the cost is credited to additional paid-in capital.
Transaction costs incurred such as registration and other regulatory fees, amounts paid to legal,
accounting and other professional advisers, printing costs and stamp duties (net of any related
income tax benefit) in relation to issuing or acquiring the treasury shares are accounted for as
reduction from equity, which is disclosed separately.
No gain or loss is recognized in the consolidated statement of income on the purchase, sale, issue
or cancellation of the Groups own equity instruments.
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Provisions
Provisions are recognized when: (a) the Group has a present obligation (legal or constructive) as
a result of a past event; (b) it is probable (i.e. more likely than not) that an outflow of resources
embodying economic benefits will be required to settle the obligation; and (c) a reliable estimate
can be made of the amount of the obligation. Provisions are reviewed at each financial position
date and adjusted to reflect the current best estimate. If the effect of the time value of money is
material, provisions are determined by discounting the expected future cash flows at a pre-tax
rate that reflects current market assessment of the time value of money and, where appropriate,
the risks specific to the liability. Where discounting is used, the increase in the provision due to
the passage of time is recognized as an interest expense in the consolidated statement of
comprehensive income. Where the Group expects a provision to be reimbursed, the
reimbursement is recognized as a separate asset but only when the reimbursement is probable.
Contingencies
Contingent liabilities are not recognized in the consolidated financial statements but disclosed
unless the possibility of an outflow of resources embodying economic benefits is remote.
Contingent assets are not recognized in the consolidated financial statements but disclosed when
an inflow of economic benefits is probable.
Pension Costs
Pension cost for defined contribution retirement plan is recognized when an employee has
rendered services during the period as an expense and a liability, after deducting any contribution
already paid. If the contribution already paid exceeds the contribution due for service before the
balance sheet date, the excess should be recognized as an asset when such prepayment will lead
to a reduction in future payments or a cash refund.
Pension cost for defined retirement benefit plan is actuarially determined using the projected unit
credit method. This method reflects services rendered by employees up to the date of valuation
and incorporates assumptions concerning employees projected salaries. Actuarial valuations are
conducted with sufficient regularity, with option to accelerate when significant changes to
underlying assumptions occur. Pension cost includes current service cost, interest cost, expected
return on any plan assets, actuarial gains and losses and the effect of any curtailments or
settlements.
Actuarial gains and losses arising from experience adjustments and changes in actuarial
assumptions are credited to or charged against income when the net cumulative unrecognized
actuarial gains and losses at the end of the previous period exceed 10% of the higher of the
present value of the defined benefit obligation and the fair value of plan assets at that date. The
excess actuarial gains or losses are recognized over the average remaining working lives of the
employees participating in the plan.
The asset or liability recognized in the consolidated statement of financial position in respect of
defined benefit pension plans is the present value of the defined benefit obligation as of the
statement of financial position date less the fair value of plan assets, together with adjustments
for unrecognized actuarial gains or losses and past service costs. The defined benefit obligation
is calculated annually by an independent actuary using the projected unit credit method. The
present value of the defined benefit obligation is determined by discounting the estimated future
cash inflows using risk-free interest rates that have terms to maturity approximating the terms of
the related pension liability.
Past service costs, if any, are recognized immediately in the profit or loss in the consolidated
- 40 -
statement of comprehensive income, unless the changes to the pension plan are conditional on the
employees remaining in service for a specified period of time (the vesting period). In this case,
past service costs are amortized on a straight-line basis over the vesting period.
Income Taxes
Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used
to compute the amount are those that are enacted or substantially enacted at the financial position
date.
Deferred tax
Deferred tax is provided using the balance sheet liability method on all temporary differences,
with certain exceptions, at the financial position date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, with certain
exceptions. Deferred tax assets are recognized for all deductible temporary differences with
certain exceptions, and carryforward benefits of unused tax credits from excess minimum
corporate income tax (MCIT) over regular corporate income tax and unused net operating loss
carryover (NOLCO), to the extent that it is probable that taxable income will be available against
which the deductible temporary differences and carryforward benefits of unused tax credits from
excess MCIT and unused NOLCO can be utilized.
Deferred tax assets are not recognized when they arise from the initial recognition of an asset or
liability in a transaction that is not a business combination and, at the time of transaction, affects
neither the accounting income nor taxable income or loss. Deferred tax liabilities are not
provided on nontaxable temporary differences associated with investments in domestic
subsidiaries, associates and interests in joint ventures. With respect to investments in foreign
subsidiaries, associates and interests in joint ventures, deferred tax liabilities are recognized
except where the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary difference will not reverse in the foreseeable future.
The carrying amounts of deferred tax assets are reviewed at each financial position date and
reduced to the extent that it is no longer probable that sufficient taxable income will be available
to allow all or part of the deferred tax assets to be utilized. Unrecognized deferred tax assets are
reassessed at each financial position date, and are recognized to the extent that it has become
probable that future taxable income will allow the deferred tax asset to be recognized.
Deferred tax assets and liabilities are measured at the tax rate that is expected to apply to the
period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted as of financial position date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
- 41 -
Borrowing Costs
Borrowing costs are generally expensed as incurred. Interest and other finance costs incurred
during the construction period on borrowings used to finance property development are
capitalized to the appropriate asset accounts. Capitalization of borrowing costs commences when
the activities to prepare the asset are in-progress and expenditures and borrowing costs are being
incurred. The capitalization of these borrowing costs ceases when substantially all the activities
necessary to prepare the asset for sale or its intended use are complete. If the carrying amount of
the asset exceeds its recoverable amount, an impairment loss is recorded. Capitalized borrowing
cost is based on the applicable weighted average borrowing rate.
Interest expense on loans is recognized using the EIR method over the term of the loans.
Leases
The determination of whether an arrangement is, or contains a lease, is based on the substance of
the arrangement at inception date, and requires an assessment of whether the fulfillment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a
right to use the asset(s).
A reassessment is made after inception of the lease only if one of the following applies:
a. there is a change in contractual terms, other than a renewal or extension of the arrangement;
b. a renewal option is exercised or an extension granted, unless that term of the renewal or
extension was initially included in the lease term;
c. there is a change in the determination of whether fulfillment is dependent on a specified
asset; or
d. there is a substantial change to the asset.
Where a reassessment is made, lease accounting shall commence or cease from the date when the
change in circumstances gave rise to the reassessment for any of the scenarios above, and at the
date of renewal or extension period for scenario b.
Group as a lessee
Finance leases which transfer to the Group substantially all the risks and benefits incidental to
ownership of the leased item, are capitalized at the commencement of the lease at the fair value of
the leased property or, if lower, at the present value of the minimum lease payments. Lease
payments are apportioned between finance charges and reduction of the lease liability so as to
achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
recognized in finance costs in the profit or loss in the consolidated statement of comprehensive
income.
A lease is depreciated over the EUL of the asset. However, if there is no reasonable certainty that
the Group will obtain ownership by the end of the lease term, the asset is depreciated over the
shorter of the EUL of the asset and the lease term.
Operating lease payments are recognized as an operating expense in the consolidated statement of
comprehensive income on a straight-line basis over the lease term.
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset
are classified as operating leases. Operating lease payments are recognized as an expense in the
consolidated statement of comprehensive income on a straight-line basis over the lease term.
- 42 -
Group as a lessor
Leases where the Group does not transfer substantially all the risks and benefits of ownership of
the assets are classified as operating leases. Initial direct costs incurred in negotiating operating
leases are added to the carrying amount of the leased asset and recognized over the lease term on
the same basis as the rental income. Contingent rents are recognized as revenue in the period in
which they are earned.
Expenses
Expenses are decreases in economic benefits during the accounting period in the form of outflows
or decrease of assets or incurrence of liabilities that result in decreases in equity, other that those
relating to distributions to equity participants. Expenses are recognized when incurred.
Each entity in the Group determines its own functional currency and items included in the
consolidated financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency rate ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency rate of exchange ruling at the financial position date. All
differences are taken to the consolidated statement of comprehensive income with the exception
of differences on foreign currency borrowings that provide a hedge against a net investment in a
foreign entity. These are taken directly to equity until the disposal of the net investment, at which
time they are recognized in the consolidated statement of comprehensive income. Tax charges
and credits attributable to exchange differences on those borrowings are also dealt with in equity.
Nonmonetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rate as at the date of initial transaction. Nonmonetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was determined.
- 43 -
Country of Functional
Subsidiaries Incorporation Currency
URC (Thailand) Co., Ltd. Thailand Thai Baht
Siam Pattanasin Co., Ltd. - do - - do -
URC Vietnam Co., Ltd. Vietnam Vietnam Dong
URC Hanoi Company Limited - do - - do -
As of the statement of financial position date, the assets and liabilities of these subsidiaries are
translated into the presentation currency of the Group at the rate of exchange ruling at the
financial position date and their respective statements of comprehensive income are translated at
the weighted average exchange rates for the year. The exchange differences arising on the
translation are taken directly to a separate component of equity except for URCPL and URCL
which are considered integral part of the parent company. Exchange differences of these
subsidiaries are recognized in the consolidated statement of comprehensive income. On disposal
of a foreign entity, the deferred cumulative amount recognized in equity relating to that particular
foreign operation shall be recognized in the consolidated statement of comprehensive income.
Common Stock
Common stocks are classified as equity and are recorded at par. Proceeds in excess of par value
are recorded as Additional paid-in capital in the consolidated statement of financial position.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as
a deduction, net of tax, from the proceeds.
Diluted EPS amounts are calculated by dividing the net profit attributable to ordinary equity
holders of the parent by the weighted average number of ordinary shares outstanding during the
year plus the weighted average number of ordinary shares that would be issued on the conversion
of all the dilutive potential ordinary shares into ordinary shares.
Segment Reporting
The Groups operating businesses are organized and managed separately according to the nature
of the products and services provided, with each segment representing a strategic business unit
that offers different products and serves different markets. Financial information on business
segments is presented in Note 6 to the consolidated financial statements.
- 44 -
3. Significant Accounting Judgments and Estimates
The preparation of the consolidated financial statements in compliance with PFRS requires the
Group to make estimates and assumptions that affect the reported amounts of assets, liabilities,
income and expenses and disclosure of contingent assets and contingent liabilities. Future events
may occur which will cause the assumptions used in arriving at the estimates to change. The
effects of any change in estimates are reflected in the consolidated financial statements as they
become reasonably determinable.
Judgments and estimates are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Judgments
In the process of applying the Groups accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the consolidated financial statements:
In addition, the Group classifies financial assets by evaluating, among others, whether the asset is
quoted or not in an active market. Included in the evaluation on whether a financial asset is
quoted in an active market is the determination on whether quoted prices are readily and regularly
available, and whether those prices represent actual and regularly occurring market transactions
on an arms length basis.
Where the fair values of certain financial assets and financial liabilities recorded in the
consolidated statements of financial position cannot be derived from active markets, they are
determined using internal valuation techniques using generally accepted market valuation models.
The inputs to these models are taken from observable market data where possible, but where this
is not feasible, estimates are used in establishing fair values. The judgments include
considerations of liquidity and model inputs such as correlation and volatility for longer dated
derivatives. The fair values of the Groups derivative financial instruments are based from quotes
obtained from counterparties.
Classification of leases
Management exercises judgment in determining whether substantially all the significant risks and
rewards of ownership of the leased assets are transferred to the Group. Lease contracts, which
- 45 -
transfer to the Group substantially all the risks and rewards incidental to ownership of the leased
items, are capitalized. Otherwise, they are considered as operating leases.
The Group has entered into commercial property leases on its investment property portfolio.
These leases do not provide for an option to purchase or transfer ownership of the property at the
end of the lease and the related lease terms do not approximate the EUL of the assets being
leased. The Group has determined that it retains all significant risks and rewards of ownership of
these properties which are leased out on operating leases.
Some of the Groups subsidiaries were granted land usage rights from private entities. The land
usage right represents the prepaid amount of land lease payments. The right is currently being
amortized by the Group on a straight-line basis over the term of the right.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and
another portion that is held for use in the production or supply of goods or services or for
administrative purposes. If these portions cannot be sold separately, the property is accounted for
as investment property only if an insignificant portion is held for use in the production or supply
of goods or services or for administrative purposes. Judgment is applied in determining whether
ancillary services are so significant that a property does not qualify as an investment property.
The Group considers each property separately in making its judgment.
In the case of an intermediate holding company or finance subsidiary, the principal consideration
of management is whether it is an extension of the parent and performing the functions of the
parent - i.e., whether its role is simply to hold the investment in, or provide finance to, the foreign
operation on behalf of the parent company or whether its functions are essentially an extension of
a local operation (e.g., performing selling, payroll or similar activities for that operation) or
indeed it is undertaking activities on its own account. In the former case, the functional currency
of the entity is the same with that of the parent; while in the latter case, the functional currency of
the entity would be assessed separately.
Contingencies
The Group is currently involved in various legal proceedings. The estimate of the probable costs
for the resolution of these claims has been developed in consultation with outside counsel
handling the defense in these matters and is based upon an analysis of potential results. The
- 46 -
Group currently does not believe these proceedings will have a material effect on the Groups
financial position. It is possible, however, that future results of operations could be materially
affected by changes in the estimates or in the effectiveness of the strategies relating to these
proceedings.
Estimates
The key assumptions concerning the future and other sources of estimation uncertainty at the
financial position date that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
Equity investments
The Group treats AFS equity investments as impaired when there has been a significant or
prolonged decline in the fair value below its cost or where other objective evidence of
impairment exists. The determination of what is significant or prolonged requires judgment.
The Group treats significant generally as 20% or more and prolonged as 12 months or longer
for quoted equity securities. In addition, the Group evaluates other factors, such as normal
volatility in share price for quoted equities and the future cash flows and the discount factors for
unquoted equities.
The Group reviews its finance receivables at each statement of financial position date to assess
whether an impairment loss should be recorded in the profit or loss in the consolidated statement
of comprehensive income. In particular, judgment by management is required in the estimation
of the amount and timing of future cash flows when determining the level of allowance required.
Such estimates are based on assumptions about a number of factors and actual results may differ,
resulting in future changes to the allowance.
In addition to specific allowance against individually significant loans and receivables, the Group
also makes a collective impairment allowance against exposures which, although not specifically
identified as requiring a specific allowance, have a greater risk of default than when originally
granted. This collective allowance is based on any deterioration in the internal rating of the loan
or investment since it was granted or acquired. These internal ratings take into consideration
factors such as any deterioration in risk, industry, and technological obsolescence, as well as
identified structural weaknesses or deterioration in cash flows.
- 47 -
The amount and timing of recorded expenses for any period would differ if the Group made
different judgments or utilized different estimates. An increase in the allowance for impairment
losses on trade and other receivables would increase recorded operating expenses and decrease
current assets.
The Group reviews the classification of the inventories and generally provides adjustments for
recoverable values of new, actively sold and slow-moving inventories by reference to prevailing
values of the same inventories in the market.
The amount and timing of recorded expenses for any period would differ if different judgments
were made or different estimates were utilized. An increase in inventory obsolescence and
market decline would increase recorded operating expenses and decrease current assets.
The factors that the Group considers important which could trigger an impairment review include
the following:
- 48 -
significant underperformance relative to expected historical or projected future operating
results;
significant changes in the manner of use of the acquired assets or the strategy for overall
business; and
significant negative industry or economic trends.
The Group determines an impairment loss whenever the carrying amount of an asset exceeds its
recoverable amount. The recoverable amount has been determined based on value in use
calculations. The cash flows are derived from the budget for the next five years and do not
include restructuring activities that the Group is not yet committed to or significant future
investments that will enhance the asset base of the cash-generating unit being tested.
The recoverable amount is most sensitive to the discount rate used for the discounted cash flow
model as well as the expected future cash inflows and the growth rate used for extrapolation
purposes.
In the case of goodwill and intangible assets with indefinite lives, at a minimum, such assets are
subject to an annual impairment test and more frequently whenever there is an indication that
such asset may be impaired. This requires an estimation of the value in use of the cash-
generating units to which the goodwill is allocated. Estimating the value in use requires the
Group to make an estimate of the expected future cash flows from the cash-generating unit and to
choose a suitable discount rate in order to calculate the present value of those cash flows.
While the Group believes that the assumptions are reasonable and appropriate, significant
differences between actual experiences and assumptions may materially affect the cost of
employee benefits and related obligations.
The Group also estimates other employee benefits obligation and expense, including the cost of
paid leaves based on historical leave availments of employees, subject to the Groups policy.
These estimates may vary depending on the future changes in salaries and actual experiences
during the year.
The present value of the defined benefit obligation is determined by discounting the estimated
future cash out flows using the interest rate of Philippine government bonds with terms consistent
with the expected employee benefit payout as of the statement of financial position date.
- 49 -
4. Financial Risk Management Objective and Policies
The Groups principal financial instruments, other than derivatives, comprise cash and cash
equivalents, financial assets at FVPL, AFS investments, and interest-bearing loans and other
borrowings. The main purpose of these financial instruments is to finance the Groups operations
and related capital expenditures. The Group has various other financial assets and financial
liabilities, such as trade receivables and payables which arise directly from its operations. One of
the Groups subsidiary is a counterparty to derivative contracts. These derivatives are entered
into as a means of reducing or managing their respective foreign exchange and interest rate
exposures, as well as for trading purposes.
The BOD of the Parent Company and its subsidiaries review and approve policies for managing
each of these risks and they are summarized below, together with the related risk management
structure.
The risk management framework encompasses environmental scanning, the identification and
assessment of business risks, development of risk management strategies, design and
implementation of risk management capabilities and appropriate responses, monitoring risks and
risk management performance, and identification of areas and opportunities for improvement in
the risk management process.
Each BOD has created the board-level Audit Committee (AC) to spearhead the managing and
monitoring of risks.
AC
The AC shall assist the Groups BOD in its fiduciary responsibility for the over-all effectiveness
of risk management systems, and both the internal and external audit functions of the Group.
Furthermore, it is also the ACs purpose to lead in the general evaluation and to provide
assistance in the continuous improvements of risk management, control and governance
processes.
a. financial reports comply with established internal policies and procedures, pertinent
accounting and auditing standards and other regulatory requirements;
b. risks are properly identified, evaluated and managed, specifically in the areas of managing
credit, market, liquidity, operational, legal and other risks, and crisis management;
c. audit activities of internal and external auditors are done based on plan, and deviations are
explained through the performance of direct interface functions with the internal and external
auditors; and
d. the Groups BOD is properly assisted in the development of policies that would enhance the
risk management and control systems
- 50 -
Enterprise Risk Management Group (ERMG)
The ERMG was created to be primarily responsible for the execution of the enterprise risk
management framework. The ERMGs main concerns include:
Compliance with the principles of good corporate governance is also one (1) of the primary
objectives of the BOD. To assist the BOD in achieving this purpose, the BOD has designated a
Compliance Officer who shall be responsible for monitoring the actual compliance with the
provisions and requirements of the Corporate Governance Manual and other requirements on
good corporate governance, identifying and monitoring control compliance risks, determining
violations, and recommending penalties on such infringements for further review and approval of
the BOD, among others.
1. Risk-taking personnel. This group includes line personnel who initiate and are directly
accountable for all risks taken.
2. Risk control and compliance. This group includes middle management personnel who
perform the day-to-day compliance check to approved risk policies and risk mitigation
decisions.
3. Support. This group includes back office personnel who support the line personnel.
4. Risk management. This group pertains to the business units Management Committee which
makes risk mitigating decisions within the enterprise-wide risk management framework.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation
and cause the other party to incur a financial loss. The Group trades only with recognized and
creditworthy third parties. It is the Groups policy that all customers who wish to trade on credit
terms are subject to credit verification procedures. The Credit and Collection Department of the
Group continuously provides credit notification and implements various credit actions, depending
on assessed risks, to minimize credit exposure. Receivable balances of trade customers are being
monitored on a regular basis and appropriate credit treatments are executed for overdue accounts.
Likewise, other receivable balances are also being monitored and subjected to appropriate actions
to manage credit risk.
With respect to credit risk arising from the other financial assets of the Group, which comprise
cash and cash equivalents, financial assets at FVPL and certain derivative investments, the
Groups exposure to credit risk arises from default of the counterparty with a maximum exposure
equal to the carrying amount of these instruments.
- 51 -
Liquidity risk
Liquidity risk is the risk of not being able to meet funding obligation such as the repayment of
liabilities or payment of asset purchases as they fall due. The Groups liquidity management
involves maintaining funding capacity to finance capital expenditures and service maturing debts,
and to accommodate any fluctuations in asset and liability levels due to changes in the Groups
business operations or unanticipated events created by customer behavior or capital market
conditions. The Group maintains a level of cash and cash equivalents deemed sufficient to
finance its operations. It also maintains a portfolio of highly marketable and diverse financial
assets that assumed to be easily liquidated in the event of an unforeseen interruption of cash flow.
The Group also has committed lines of credit that it can access to meet liquidity needs. As part
of its liquidity risk management, the Group regularly evaluates its projected and actual cash
flows. It also continuously assesses conditions in the financial markets for opportunities to
pursue fund raising activities. Fund raising activities may include obtaining bank loans and
capital market issues both onshore and offshore.
Market risk
Market risk is the risk of loss to future earnings, to fair value or future cash flows of a financial
instrument as a result of changes in its price, in turn caused by changes in interest rates, foreign
currency exchange rates, equity prices and other market factors.
The Group has transactional currency exposures. Such exposures arise from sales and purchases
in currencies other than the entities functional currency. The Groups capital expenditures are
likewise substantially denominated in US Dollar.
The following methods and assumptions were used to estimate the fair value of each class of
financial instrument for which it is practicable to estimate such value:
Cash and cash equivalents, receivables (except amounts due from and due to related parties),
accounts payable and other accrued liabilities, short-term debt, and trust receipts and
acceptances payable
Carrying amounts approximate their fair values due to the relatively short-term maturity of these
instruments.
- 52 -
Financial assets at FVPL and AFS investments
Fair values of debt securities are generally based upon quoted market prices. If the market prices
are not readily available, fair values are estimated using either values obtained from independent
parties offering pricing services or adjusted quoted market prices of comparable investments or
using the discounted cash flow methodology. Fair values of quoted equity securities are based on
quoted prices published in markets.
Long-term debt
The fair value is determined using the discounted cash flow methodology, with reference to the
Groups current incremental lending rates for similar types of loans.
Quoted prices in active markets for identical assets or liabilities (Level 1);
Those involving inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2);
and
Those with inputs for the asset or liability that are not based on observable market data
(unobservable inputs) (Level 3).
For management purposes, the Groups operating segments are organized and managed separately
according to the nature of the products and services provided, with each segment representing a
strategic business unit that offers different products and serves different markets. The Group has
four reportable operating segments as follows:
The branded consumer food products segment manufactures and distributes a diverse mix of
salty snacks, chocolates, candies, biscuits, bakery products, beverages, instant noodles, and
pasta and tomato-based products. This segment also includes the packaging division, which
manufactures BOPP films primarily used in packaging; and its subsidiary, which
manufactures PET bottles and flexible packaging materials for the packaging requirements of
various branded food products. Its revenues are in their peak during the opening of classes in
June and Christmas season.
The agro-industrial products segment engages in hog and poultry farming, manufacturing and
distribution of animal feeds, glucose and soya products, and production and distribution of
animal health products. Its peak season is during summer and before Christmas season.
The commodity food products segment engages in sugar milling and refining, and flour
milling and pasta manufacturing. The peak season for sugar is during its crop season, which
normally starts in November and ends in April while flour and pastas peak season is before
and during the Christmas season.
The corporate business segment engages in bonds and securities investment and fund
sourcing activities.
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No operating segments have been aggregated to form the above reportable operating business
segments.
Management monitors the operating results of its business units separately for the purpose of
making decisions about resource allocation and performance assessment. The measure presented
to manage segment performance is the segment operating income (loss). Segment operating
income (loss) is based on the same accounting policies as consolidated operating income (loss)
except that intersegment revenues are eliminated only at the consolidation level. Group financing
(including finance costs and revenue), market valuation gain and loss, foreign exchange gain and
loss, other revenues and expenses and income taxes are managed on a group basis and are not
allocated to operating segments. Transfer prices between operating segments are on an arms
length basis in a manner similar to transactions with third parties.
The Groups business segment information follows:
Unaudited Audited
December 31, September 30,
2012 2012
Cash on hand P
=49,037 =41,125
P
Cash in banks 1,672,489 2,725,742
Short-term investments 3,025,098 2,578,966
P
=4,746,624 =5,345,833
P
Cash in banks earns interest at the respective bank deposit rates. Short-term investments
represent money market placements that are made for varying periods depending on the
immediate cash requirements of the Group, and earn interest ranging from 1.2% to 3.2% and
1.2% to 3.9%, in December 31, 2012 and September 30, 2012, respectively.
- 54 -
8. Financial Assets at Fair Value Through Profit or Loss
Unaudited Audited
December 31, September 30,
2012 2012
Investments held-for-trading P
=10,900,836 =10,811,568
P
Derivative assets 633 834
P
=10,901,469 =10,812,402
P
Unaudited Audited
December 31, September 30,
2012 2012
Private bonds P
=8,739,106 =8,688,368
P
Equity securities 1,951,926 1,915,006
Government securities 209,804 208,194
P
=10,900,836 =10,811,568
P
The above investments consist of quoted debt and equity securities issued by certain domestic
and foreign entities.
The Group reported net market valuation gain on financial assets at FVPL of P
=250.8 million and
=340.5 million for the three months of fiscal 2013 and 2012, respectively.
P
9. Available-for-Sale Investments
Unaudited Audited
December 31, September 30,
2012 2012
Debt securities:
Private bonds P
=1,986,576 =1,984,850
P
Government securities 1,715,507 1,862,178
3,702,083 3,847,028
Equity securities:
Quoted 896,598 950,849
P
=4,598,681 =4,797,877
P
As at December 31, 2012 and September 30, 2012, AFS investments include net unrealized loss
on market valuation of P
=614.0 million and net unrealized gain of P
=650.5 million, respectively,
which are presented as components of Other comprehensive income in Equity.
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10. Receivables
Unaudited Audited
December 31, September 30,
2012 2012
Trade receivables P
=5,934,238 =4,959,520
P
Due from related parties 1,529,608 1,258,154
Advances to officers, employees and suppliers 795,831 687,662
Interest receivable 236,024 224,439
Others 848,834 729,151
9,344,535 7,858,926
Less allowance for impairment loss 398,645 397,893
P
=8,945,890 =7,461,033
P
11. Inventories
Unaudited Audited
December 31, September 30,
2012 2012
At cost:
Raw materials P
=4,654,115 =4,914,867
P
Finished goods 2,579,628 2,172,592
7,233,743 7,087,459
(Forward)
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Unaudited Audited
December 31, September 30,
2012 2012
At NRV:
Goods in-process 522,273 364,510
Containers and packaging materials 1,175,331 1,027,598
Spare parts and supplies 1,351,879 1,279,767
3,049,483 2,671,875
P
=10,283,226 =9,759,334
P
Under the terms of the agreements covering liabilities under trust receipts totaling P
=3.2 billion
and P
=3.5 billion as at December 31, 2012 and September 30, 2012, respectively, certain
inventories have been released to the Group in trust for the banks. The Parent Company is
accountable to these banks for the trusted merchandise or their sales proceeds.
Unaudited Audited
December 31, September 30,
2012 2012
Input value-added tax (VAT) P
=180,057 =290,725
P
Prepaid expenses 170,609 163,418
P
=350,666 =454,143
P
Unaudited Audited
December 31, September 30,
2012 2012
Acquisition Costs
Land improvements P
=1,467,677 P1,448,009
=
Building and improvements 10,657,279 10,528,700
Machinery and equipment 39,953,163 39,219,427
Transportation equipment 2,112,682 2,075,340
Furniture, fixtures and equipment 2,036,200 2,002,814
56,227,001 55,274,290
Accumulated Depreciation 33,067,188 32,319,612
Net Book Value 23,159,813 22,954,678
Land 2,452,095 2,090,133
Equipment in-transit 600,527 598,954
Construction in-progress 2,513,713 2,274,869
P
=28,726,148 =27,918,634
P
- 57 -
Intangible Assets
Unaudited Audited
December 31, September 30,
2012 2012
Cost
Balance at beginning of year P
=1,723,292 =1,723,292
P
Disposal of investment
Balance at end of period 1,723,292 1,723,292
Accumulated Amortization
Balance at beginning of year 449,664 259,441
Amortization
Impairment loss during the period 190,223
Balance at end of period 449,664 449,664
Net Book Value P
=1,273,628 =1,273,628
P
Unaudited Audited
December 31, September 30,
2012 2012
Acquisition Cost
Balance at beginning and end of year P
=1,250 =1,250
P
Accumulated Equity in Net Earnings
Balance at beginning of year 94,889 88,717
Equity in net income during the period 11,177 31,172
Dividends received (25,000)
Balance at end of period 106,066 94,889
Net Book Value P
=107,316 =96,139
P
The Parent Company has an equity interest in HURC, a domestic joint venture. HURC
manufactures and distributes food products under the Hunts brand name, which is under
exclusive license to HURC in the Philippines.
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15. Investment Properties
Unaudited Audited
December 31, September 30,
2012 2012
Cost
Balance at beginning and end of year P
=107,947 =107,947
P
Accumulated Depreciation
Balance at beginning of year 43,455 39,798
Depreciation 915 3,657
Balance at end of period 44,370 43,455
Net Book Value P
=63,577 =64,492
P
The investment properties consist of buildings and plant, which are made available for lease to
certain related parties.
Unaudited Audited
December 31, September 30,
2012 2012
Input VAT P
=148,629 =88,830
P
Miscellaneous deposits 190,931 254,215
Others 57,648 82,878
P
=397,208 =425,923
P
Unaudited Audited
December 31, September 30,
2012 2012
Trade payables P
=5,320,068 =5,205,697
P
Accrued expenses 1,837,335 1,457,090
Due to related parties 210,267 284,600
Customers deposits 287,934 207,167
Advances from stockholders 218,834 218,904
Derivative liabilities 2,502 4,681
Others 204,528 208,703
P
=8,081,468 =7,586,842
P
- 59 -
Accrued expenses account includes accruals for:
Unaudited Audited
December 31, September 30,
2012 2012
Advertising and promotions P
=1,360,089 =899,226
P
Freight and handling costs 137,105 191,287
Contracted services 50,431 150,812
Interest payable 87,312 24,255
Others 202,398 191,510
P
=1,837,335 =1,457,090
P
Unaudited Audited
December 31, September 30,
2012 2012
Parent Company
Philippine Peso - with interest rate of 3.0% per
annum P
=1,500,000 =1,000,000
P
Subsidiaries
Foreign Currencies - with interest rates ranging
from 0.37% to 3.39% per annum in December
31, 2012 and 0.56% to 3.85% per annum in
September 30, 2012 6,338,969 7,588,537
P
=7,838,969 =8,588,537
P
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Repayments of the long-term debt follow:
Unaudited Audited
December 31, September 30,
2012 2012
Due within:
1 year P
= =
P
2 years 3,000,000 3,000,000
P
=3,000,000 =3,000,000
P
20. Equity
Unaudited Audited
December 31, September 30,
2012 2012
Authorized shares 2,998,000,000 2,998,000,000
Par value per share P
=1.00 =
P1.00
Issued shares
Balances at beginning and
end of period 2,227,638,933 2,227,638,933
Less treasury shares 46,137,000 46,137,000
Outstanding Shares 2,181,501,933 2,181,501,933
Retained Earnings
A portion of the unappropriated retained earnings representing the undistributed earnings of the
investee companies is not available for dividend declaration until received in the form of
dividends and is restricted to the extent of the cost of treasury shares.
Treasury Shares
On November 13, 2007, the Groups BOD approved the creation and implementation of a share
buy-back program alloting up to P
=2.5 billion to reacquire a portion of the Companys issued and
outstanding common shares, representing approximately 7.63% of current market capitalization.
On January 12, 2011, the Groups BOD approved the extension of the Groups buy-back
program, allotting up to another P
=2.5 billion to reacquire portion of the Parent Companys issued
and outstanding common shares. The extension of the share buy-back program shall have the
same terms and conditions as the share buy-back program approved by the BOD on November 13,
2007.
- 61 -
On June 14, 2012, the Parent Companys BOD approved the sale of 120 million common shares
previously held as treasury shares through a placement to institutional investors at a selling price
of P
=62 per share, with a total gross selling proceeds amounting to P
=7.4 billion. On June 19, 2012,
the Parent Company received the net cash proceeds amounting to P =7.3 billion, net of the
transactions costs incurred amounting to P =95.2 million. The proceeds of the said sale will be used
for potential acquisition and general corporate purposes. CLSA Limited acted as a sole book-
runner and sole placing agent for the sale.
Equity Reserve
In August 2012, the Parent Company has acquired 23.0 million common shares of URCICL from
International Horizons Investment Ltd for P=7.2 billion. The acquisition of shares represents the
remaining 23.00% interest in URCICL. As a result of the acquisition, the Parent Company now
holds 100.00% interest in URCICL. The Group recognized equity reserve from the acquisition
amounting to about P=5.6 billion included in Equity Reserve in the consolidated statements of
changes in equity. The equity reserve from the acquisition will only be recycled in the
consolidated statement of income in the event that the Group will lose its control over URCICL.
The following reflects the income and share data used in the basic/dilutive EPS computations:
There were no potential dilutive shares for the three months of fiscal 2013 and 2012. As at
December 31, 2012, the Companys outstanding common stock is 2,181,501,933 shares.
The Group has various contingent liabilities arising in the ordinary conduct of business which are
either pending decision by the courts, under arbitration or being contested, the outcome of which
are not presently determinable. In the opinion of management and its legal counsel, the eventual
liability under these lawsuits or claims, if any, will not have a material or adverse effect on the
Groups financial position and results of operations. The information usually required by PAS
37, Provisions, Contingent Liabilities and Contingent Assets, is not disclosed on the grounds that
it can be expected to prejudice the outcome of these lawsuits, claims, arbitration and assessments.
On November 26, 2012 and January 24, 2013, the Groups BOD and Stockholders, respectively
approved the amendments to the Articles of Incorporation of the Parent Company to include in its
purpose the business of power generation and engage in such activity.
- 62 -