Quarterly Report (Q3 2023) - 13 November 2023
Quarterly Report (Q3 2023) - 13 November 2023
Quarterly Report (Q3 2023) - 13 November 2023
File Number_______
Form 17-Q
Form Type
_________N/A__________
Designation (If applicable)
9. Former name, former address and former fiscal year, if changed since last report
Not applicable
10.Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA
Common 17,968,611,496
Yes [✓] No [ ]
If yes, state the name of such Stock Exchange and the class/es of securities listed therein:
has filed all reports required to be filed since it became listed on June 1, 2021 in accordance with Section
17 of the SRC, SRC Rule 17, Sections 11 of the RSA, RSA Rule 11(a)-1, and Sections 26 and 141 of the
Corporation Code of the Philippines
Yes [✓] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [✓] No [ ]
PART I--FINANCIAL INFORMATION
(Forward)
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2023 2022
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax P
=7,518,913 =7,410,803
P
Adjustments to reconcile income before income tax to net cash flows:
Depreciation and amortization (Notes 9, 10, 15, 16 and 17) 2,092,443 2,519,744
Finance costs (Notes 13 and 17) 464,799 297,850
Finance income (Note 17) (283,626) (82,366)
Movement in pension liability 83,689 (48,242)
Market valuation gain on financial instruments at FVTPL (65,015) (3,570)
Unrealized foreign exchange loss – net (51,442) (84,165)
Share in net earnings from associates and joint venture (28,229) (17,868)
Provision for (reversal of) impairment loss on property, plant and equipment (Note 9) (25,919) 215,360
Gain on lease modification (19,778) –
Derivative (gain) loss (Note 20) 4,522 (1,307,038)
Gain on sale of property, plant and equipment (2,524) (4,226)
Working capital adjustments:
Decrease (increase) in:
Trade and other receivables (402,524) 7,343
Inventories 361,679 (1,725,640)
Prepayments and other current assets 274,765 507,840
Increase (decrease) in:
Accounts payable and other current liabilities (922,922) (1,909,607)
Acceptance and trust receipts payable (447,994) (1,962,194)
Refund liabilities 157,524 76,527
Net cash generated from operations 8,708,361 3,890,551
Income tax paid (1,667,515) (1,622,341)
Interest received 287,209 72,281
Net cash flows from operating activities 7,328,055 2,340,491
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to:
Current financial assets (3,698,364) (1,735,377)
Property, plant and equipment (Notes 9 and 21) (1,951,245) (3,339,708)
Financial assets at FVOCI (Note 20) (928,808) –
Intangible assets (Note 10) (55,404) (69,182)
Noncurrent receivables – (3,671)
Investment in associates and joint venture – (30,000)
Decrease (increase) in other noncurrent assets (15,967) 220,548
Proceeds from:
Termination of current financial assets 3,838,739 –
Sale of property, plant and equipment (Note 9) 33,653 17,839
Net cash used in investing activities (2,777,396) (4,939,551)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (payments for):
Payment of loans (Note 13) (3,540,811) (8,505,728)
Availment of loans (Note 13) 900,346 8,840,587
Interest (317,906) (74,163)
Principal portion of lease liabilities (275,109) (198,337)
Derivatives (Note 20) (4,522) 920,506
Increase in other noncurrent liabilities 483 14,757
Net cash used in (from) financing activities (3,237,519) 997,622
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,313,140 (1,601,438)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS 11,752 96,438
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,628,627 13,856,814
CASH AND CASH EQUIVALENTS AT END OF PERIOD P
=12,953,519 =12,351,814
P
1. General Information
Monde Nissin Corporation (the Parent Company or MNC) was incorporated and registered with the
Philippine Securities and Exchange Commission (SEC) on May 23, 1979 primarily to engage in
manufacturing, processing, baking, packaging, servicing, repacking, assembling, importing,
exporting, buying, selling, trading or otherwise dealing in all kinds of goods, wares and
merchandises, which are or may become articles of commerce such as but not limited to noodles,
candies, confectionaries, biscuits, cakes and other foods, drugs and cosmetics. In furtherance of said
primary purpose, it is authorized to guarantee obligations of and act as surety for the loans and
obligations of its subsidiaries and affiliates and/or to secure the same by mortgage, pledge of any
assets of MNC as may be authorized by its Board of Directors (BOD), provided MNC does not
operate as a lending or financing company. The Parent Company and its subsidiaries are collectively
referred to as the “Group” (Note 4).
On March 1, 2021, at least a majority of the members of the BOD of the Parent Company and
stockholders representing at least two-thirds (2/3) of the outstanding capital stock of the Parent
Company approved certain amendments to the Parent Company’s Articles of Incorporation (AOI)
including the following: (a) include “noodles” in the articles of commerce that the Parent Company
may manufacture, process, service, package, re-package, import, export, buy, sell, trade, or otherwise
deal in; (b) amend the term of corporate existence from 50 years to a “perpetual corporate term unless
the SEC issues a certificate providing otherwise”; (c) increase the number of directors of the Parent
Company from 7 to 9; and (d) authorized number of shares, as amended, shall be 20,400,000,000
common shares with a par value of P =0.50 per share, from the par value of P
=1.00 per share. These
amendments in the Parent Company’s AOI was approved by the SEC on April 7, 2021.
On April 20, 2021 and April 21, 202 1, the SEC and Philippine Stock Exchange, Inc. (PSE),
respectively, approved the application of the Parent Company for the listing of up to 17,968,611,496
common shares on the Main Board of the PSE.
On June 1, 2021, the Parent Company completed its initial public offering (IPO) and was listed in the
PSE under the stock symbol “Monde”. As a public company, it is covered by the Revised Securities
Regulation Code (SRC) Rule 68.
The Parent Company’s registered office address is at Felix Reyes St., Barangay Balibago, City of
Santa Rosa, Laguna.
Basis of Preparation
The unaudited interim condensed consolidated financial statements have been prepared in accordance
with Philippine Accounting Standards (PAS) 34, Interim Financial Reporting.
The unaudited interim condensed consolidated financial statements have been prepared on a historical
cost basis, except for financial assets at fair value through profit or loss (FVTPL), financial assets at
fair value through other comprehensive income (FVOCI) and derivative financial instruments that
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have been measured at fair value. The unaudited interim condensed consolidated financial statements
are presented in Philippine peso, which is the Parent Company’s functional and presentation
currency. All values are rounded to the nearest peso, except when otherwise indicated.
Selected explanatory notes are included to explain events and transactions that are significant to the
understanding of the changes in financial position and performance of the Group since the last annual
consolidated financial statements as at and for the year ended December 31, 2022. The unaudited
interim condensed consolidated financial statements do not include all the information and
disclosures required in the annual financial statements and should be read in conjunction with the
Group’s annual consolidated financial statements as at and for the year ended December 31, 2022.
Basis of Consolidation
The unaudited interim condensed consolidated financial statements comprise the financial statements
of the Parent Company and its subsidiaries as at September 30, 2023. The financial statements of the
subsidiaries are prepared for the same reporting period as the Parent Company using consistent
accounting policies.
The amendments provide guidance and examples to help entities apply materiality judgements to
accounting policy disclosures. The amendments aim to help entities provide accounting policy
disclosures that are more useful by:
- Replacing the requirement for entities to disclose their “significant” accounting policies with
a requirement to disclose their “material” accounting policies, and
- Adding guidance on how entities apply the concept of materiality in making decisions about
accounting policy disclosures
The amendments introduce a new definition of accounting estimates and clarify the distinction
between changes in accounting estimates and changes in accounting policies and the correction of
errors. Also, the amendments clarify that the effects on an accounting estimate of a change in an
input or a change in a measurement technique are changes in accounting estimates if they do not
result from the correction of prior period errors.
▪ Amendments to PAS 12, Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
The amendments narrow the scope of the initial recognition exception under PAS 12 so that it no
longer applies to transactions that give rise to equal taxable and deductible temporary differences.
The amendments also clarify that where payments that settle a liability are deductible for tax
purposes, it is a matter of judgment (having considered the applicable tax law) whether such
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deductions are attributable for tax purposes to the liability recognized in the financial statements
(and interest expense) or to the related asset component (and interest expense).
The preparation of the unaudited interim condensed consolidated financial statements requires
management to make judgments, estimates and assumptions that affect the reported amounts of
revenues, costs and expenses, assets and liabilities, and the disclosure of contingent liabilities, at the
end of the reporting period. However, uncertainty about these assumptions and estimates could result
in outcomes that require a material adjustment to the carrying amount of the asset or liability affected
in future periods.
Net Realizable Values (NRV) of Inventories. The Group’s estimates of the NRV are based on the
most reliable evidence available at the time the estimates are made of the amounts the inventories are
expected to be realized. These estimates take into consideration fluctuations of prices or costs
directly relating to events occurring after reporting period to the extent that such events confirm
conditions existing at reporting period. A new assessment is made at NRV at each reporting period.
Information on the Group’s inventories is disclosed in Note 7.
▪ Goodwill, Brand and Trademark. The Group performed its annual impairment test in December
and when circumstances indicate that the carrying value may be impaired. The Group’s
impairment test for goodwill and intangible assets with indefinite lives is based on value-in-use
calculations. The key assumptions used to determine the recoverable amount for the different
cash generating units were disclosed in the annual consolidated financial statements for the year
December 31, 2022.
As at September 30, 2023, management assessed that there have been no significant changes in
the assets and liabilities making up the CGUs since December 31, 2022.
Recognition of Deferred Taxes. The Group’s assessment on the recognition of deferred tax assets on
nondeductible temporary differences is based on the forecasted taxable income of the following
reporting periods over which the deductible temporary differences can be utilized. This forecast is
based on the Group’s past results and future expectations on revenues and expenses. Information on
the Group’s recognized deferred taxes is disclosed on Note 19.
Assessment of Impairment of Property, plant and equipment. The Group assesses impairment of
property, plant and equipment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. The factors that the Group consider important, which
could trigger an impairment review include the following:
a. For the nine months ended September 30, 2023, the Parent Company and MNUKL determined
that the actual performance of certain property, plant and equipment below the estimated or
planned outputs is an indicator of impairment. The Parent Company and MNUKL recognized
additional impairment loss of P
=30.8 million and P =67.4 million, respectively.
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Management assessed that any scrap value (FVLCD) of these assets is not material.
b. In 2023, management reassessed the recoverable amount of Parent Company’s property plant and
equipment as a result of significant favorable change in the market which increased the demand
for Parent Company’s cake products.
The Parent Company estimated the assets’ recoverable amount based on VIU calculation using
cash flow projection from financial budgets approved by management covering a 10-year period.
The following describes each key assumption on which management has based its cash flow
projections to undertake impairment testing:
- Compound annual growth rate (CAGR) – the CAGR used was 5.2% based on volume
demand.
- Discount rate – the pre-tax discount rate, which is derived from Parent Company’s WACC,
is 11% based weight of debt and equity for food industry.
Based on the assumptions above, Parent Company reversed accumulated impairment loss
amounting to P
=124.1 million in 2023 and nil in 2022.
There are no impairment indicators identified on other property, plant and equipment of the Group in
2023 and 2022. (Reversal of) provision for impairment loss on property, plant and equipment
amounted to (P=25.9 million) and P
=215.4 million for the nine months ended September 30, 2023 and
2022, respectively. Information on the Group’s property, plant and equipment is disclosed in Note 9.
Estimation of Legal contingencies and Regulatory Assessments. As at September 30, 2023 and
December 31, 2022, the Group is involved in various legal proceedings and regulatory assessments,
and management believes that these proceedings will not have a material effect on the consolidated
financial statements. Disclosure of additional details beyond the present disclosures may seriously
prejudice the Group’s position and negotiating strategy.
The Group, in consultation with its external and internal legal and tax counsels, believes that its
position on these assessments is consistent with relevant laws and believe that these proceedings will
not have a material adverse effect on the consolidated financial statements. However, it is possible
that future results of operations could be materially affected by changes in the estimates or the
effectiveness of management’s strategies relating to these proceedings. As at September 30, 2023
and December 31, 2022, management has assessed that the probable cash outflow to settle these
assessments is not material.
As allowed by PAS 37, Provisions, Contingent Liabilities, and Contingent Assets, no further
disclosures were provided as this might prejudice the Group’s position on this matter.
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a. Investment in MNSPL
In 2023, MNC’s BOD approved to subscribe additional ordinary shares of MNSPL payable in
several tranches.
Amount in Amount in
Approval date Payment date No. of shares GBP PHP
(In Thousands, Except No. of shares)
May 10, 2023 May 15, 2023 23,000,000 £23,000 =1,606,083
P
May 10, 2023 June 23, 2023 2,000,000 2,000 141,992
May 10, 2023 July 11, 2023 7,500,000 7,500 535,344
May 10, 2023 July 19, 2023 7,500,000 7,500 534,219
August 9, 2023 August 21, 2023 3,956,735 3,957 286,070
August 9, 2023 August 22, 2023 7,227,500 7,227 518,365
August 9, 2023 September 1, 2023 4,815,765 4,816 345,483
September 22, 2023 In one or several 4,000,000 4,000 277,030
tranches, on or
before April 30,
2024
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b. Investment in MNUKL
In 2023, MNSPL’s BOD approved to subscribe additional ordinary shares of MNUK payable in
several tranches.
Amount in
Approval date Payment date No. of shares GBP
May 10, 2023 May 15, 2023 23,000,000 £23,000
May 10, 2023 July 25, 2023 17,000,000 17,000
August 9, 2023 September 6, 2023 16,000,000 16,000
September 22, 2023 In one or several 4,000,000 4,000
tranches, on or
before April 30,
2024
Segment Information
For management purposes, the Group is organized into business units based on its products and has 2
reportable segments, as follows:
▪ Asia-Pacific Branded Food & Beverage (APAC BFB) manufactures and distributes a diverse mix
of biscuits, bakery products, beverages, instant noodles and pasta.
▪ Meat Alternative manufactures and distributes a variety of meat alternative brands and products
to the retail trade and food service customers in the UK, US, Europe (EU) and Asia-Pacific.
In the consumer goods industry, results of operations generally follow seasonality of consumer
buying patterns and the Group’s sales are affected accordingly. In the Philippines, most food and
beverage products, including those of the Group, experience increased sales from October to
December related to the Christmas and New Year’s season. Seasonality during certain events also
affect the Group’s sales (e.g. calamities, COVID-19 pandemic, etc.). In addition, seasonality varies
across product types as some of the Group’s products have distinct seasonality. The Group believes
that diversity of its product mix reduces the specific seasonality impact of certain products in its
portfolio and concluded that this is not “highly seasonal” in accordance with PAS 34.
No operating segments have been aggregated to form the above reportable operating segments.
The Chief Executive Officer is the Chief Operating Decision Maker and monitors the operating
results of its business units separately for the purpose of making decisions about resource allocation
and performance assessment. Segment performance is evaluated based on profit or loss and is
measured consistently with profit or loss in the consolidated financial statements.
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The following tables present the financial information of each of the operating segments in
accordance with PFRSs. Inter-segment revenues, and finance income and expenses are eliminated
upon consolidation and reflected in the “Eliminations” column.
September 30, 2023 (Unaudited)
APAC BFB Meat Alternative Eliminations Consolidated
Net sales - third parties P
=48,949,515 P
=10,703,560 (P
= 7,178) P
=59,645,897
Costs and expenses (38,999,789) (11,375,042) 7,178 (50,367,653)
Depreciation and amortization (1,483,152) (609,291) − (2,092,443)
Finance income 723,945 22,181 (462,500) 283,626
Finance expense (209,705) (722,116) 462,500 (469,321)
Foreign exchange gain (loss) – net 300,381 (1,388) − 298,993
Reversal of impairment loss - net 93,305 (67,386) − 25,919
Share in net earnings from associates
and joint venture 28,229 − − 28,229
Other income 165,662 4 − 165,666
Income (loss) before income tax 9,568,391 (2,049,478) − 7,518,913
Provision for (benefit from) income tax 2,083,399 (363,785) − 1,719,614
Net income (loss) P
=7,484,992 (P
= 1,685,693) P
=- P
=5,799,299
Other information
Total assets P
=72,829,116 P
=35,247,180 (P
= 24,530,482) P
=83,545,814
Total liabilities P
=13,360,379 P
=21,692,513 (P
= 9,528,882) P
=25,524,010
Investment in associates and joint
venture P
=1,132,682 =−
P =−
P P
=1,132,682
Capital expenditures P
=1,207,603 P
=743,642 =−
P P
=1,951,245
Other information
December 31, 2022 (Audited)
APAC BFB Meat Alternative Eliminations Consolidated
Total assets =89,947,658
P P
=34,689,207 (P
=43,344,492) =81,292,373
P
Total liabilities =14,177,754
P =23,683,292
P (P
=8,839,857) =29,021,189
P
Investment in associates and joint
venture =1,104,453
P =−
P =−
P =1,104,453
P
Geographic Information
The Group operates in the Philippines, Thailand, New Zealand, Singapore, and the United
Kingdom.
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The following table shows the distribution of the Group’s consolidated revenues to external
customers by geographical market, regardless of where the goods were produced:
The Group has no customer which contributes 10% or more to the consolidated revenues of the
Group.
The table below shows the Group’s carrying amount of non-current assets per geographic
location (excluding noncurrent financial assets at FVOCI, noncurrent receivables, advances to
employees under other noncurrent assets, and deferred tax assets).
Cash in banks earn interest at the respective bank deposit rates. Cash equivalents are short-term
deposits made for varying periods of one month up to three months depending on the immediate cash
requirements and earn interest at the respective short-term deposit rates.
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Trade receivables pertain to receivables from sale of goods which are noninterest-bearing and are
generally on 30-60 days’ terms.
Other receivables comprise of various receivables from employees, accruals for interest from short
term placements, receivable from a supplier, and advances made to employees for SSS claims. These
are noninterest-bearing and normally settled through salary deductions.
Movements in the allowance for ECL follow:
September 30, December 31,
2023 2022
(Unaudited) (Audited)
Balance at January 1 =37,546
P =31,372
P
Provision for ECL (Note 16) 12,671 13,308
Write-off (1,047) (6,886)
Currency translation adjustments (496) (248)
Balance at end of period =48,674
P =37,546
P
7. Inventories
The cost of inventories recognized under “Cost of goods sold” account amounted to
=41,087.0 million and P
P =37,412.2 million for the nine months ended September 30, 2023 and 2022,
respectively (Note 15).
As at September 30, 2023 and December 31, 2022, the Group assessed that the carrying value of right
of return assets is nil given the perishable nature of the products.
Under the terms of the agreements covering liabilities under trust receipts totaling P
=1,912.1 million
and P
=2,362.3 million as at September 30, 2023 and December 31, 2022, respectively, certain
inventories which approximate the trust receipts payable, have been released to the Group under trust
receipt agreement with the banks. The Group is accountable to these banks for the trusteed
merchandise or their sales proceeds.
(Forward)
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The Group recognized net (reversal of) provision for impairment loss on property, plant and
equipment amounting to (P=25.9 million) and P
=215.4 million for the nine months ended September 30,
2023 and 2022, respectively.
For the nine months ended September 30, 2022, the Group acquired property, plant and equipment
and recognized depreciation expense amounting to P
=3,339.7 million and P
=2,456.4 million,
respectively (Note 17).
There are no idle property, plant and equipment nor property, plant and equipment used as collateral
as at September 30, 2023 and December 31, 2022.
The Group has capital commitments for acquisitions of machineries and building expansions
amounting to P=2,970.4 million and P
=1,447.5 million as at September 30, 2023 and December 31,
2022, respectively.
Amortization of the intangible assets for the nine months ended September 30, 2023 and 2022
amounted to P
=70.8 million and P =63.3 million, respectively (Note 17).
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Goodwill, brand and trademark with indefinite useful life per entity are as follows:
12. Accounts Payable and Other Current Liabilities and Refund Liabilities
Other accruals mainly represent accruals for freight, interest payable, non-trade services and are
generally settled the following month.
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Refund Liabilities
As at September 30, 2023 and December 31, 2022, the Group’s refund liabilities consist of the
following:
Current portion P
=1,177,376 =269,758
P
Non-current portion 3,665,047 6,983,256
P
=4,842,423 =7,253,014
P
MFL Loan
As at September 30, 2023 and December 31, 2022, MFL has outstanding unsecured loans payable
amounting to P=4,917.3 million (£71.0 million) and P=7,350.9 million (£109.0 million), respectively.
The sterling term loan facility amounting to P
=7,327.5 million (£105.0 million) with maturity on
June 2025 subject to extension of 2 years and interest rate based on Margin and SONIA has the
following financial covenants:
▪ The Group is required to maintain Gross Leverage of less than 3.5x from September 30, 2022 and
each quarter thereafter
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▪ The Group is required to maintain an interest cover of greater than 3.0 from September 30, 2022
and each quarter thereafter.
In 2023, MFL obtained and drew an uncommitted short term credit facility with a financial institution
amounting to P
=346.3 million (£5.0 million).
As at September 30, 2023 and December 31, 2022, the Group is in compliance with these covenants.
For the nine months ended September 30, 2023 and 2022, interest expense related to the loans
amounted to P=210.6 million and P
=35.5 million, respectively (Note 17).
For the nine months ended September 30, 2022, amortization of debt issue costs amounted to P
=76.2
million (Note 17).
14. Equity
Capital Stock
The details of the Parent Company’s common stock as at September 30, 2023 and December 31, 2022
follows:
The total number of stockholders was 24 and 23 as at September 30, 2023 and December 31, 2022,
respectively. With respect to the Parent Company’s stockholders as at December 31, 2022, the shares
were either held (a) in a certificated form or (b) in scripless form held under the account of PCD
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Nominee Corp. (PCD Nominee) through 137 trading participants (i.e., brokers and custodians) of the
Philippine Depository & Trust Corp. (PDTC). The shares lodged under PCD Nominee are further
broken down into PCD Nominee (Filipino) and PCD Nominee (Non-Filipino).
Equity Restructuring
On June 9, 2023, SEC approved the Parent Company’s equity restructuring to wipe-out the deficit as
at December 31, 2023 in the amount of P
=7,153.9 million against the APIC of P
=46,515.8 million.
Equity Reserve
Cumulative translation adjustments are attributable to equity holders of the Parent Company as at
September 30, 2023 and December 31, 2022.
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17. Finance Income and Costs, Depreciation and Amortization Expense, Personnel Costs and
Miscellaneous Income
Finance Income
Finance Costs
Miscellaneous Income
Miscellaneous income mainly comprises of service fees charged by the Parent Company primarily for
reimbursement of share of principals in common expenses, gain/loss on sale of property, plant and
equipment, and other miscellaneous items which are recorded under the “Miscellaneous income”
account in the consolidated statements of comprehensive income.
Parties are considered to be related if one party has the ability, directly, or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control.
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On July 3, 2022, MNSPL and MNSG Holdings Pte. Ltd. agreed to extend the maturity of
=157.8 million ($3.0 million) loan to MNSG Holdings Pte. Ltd. with an interest rate of 4.83% per
P
annum. The loan will mature on July 3, 2024.
Interest income from loans receivable from MNSG Holdings Pte. Ltd. amounted to P =6.0 million and
=3.7 million for the nine months ended September 30, 2023 and 2022, respectively (Note 17).
P
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Set out below, is an overview of financial assets and financial liabilities held by the Group as at
September 30, 2023 and December 31, 2022:
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency
risk, credit risk and liquidity risk. The BOD reviews and agrees the policies for managing each of
these risks and they are summarized below:
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises of interest rate risk and foreign currency
risk. Financial instruments affected by market risk include cash and cash equivalents, trade and other
receivables, accounts payable and other current liabilities, and loans payable.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in
market interest rates relates primarily to the Group’s long-term debt obligations with floating interest
rates. The Group manages its interest rate risk by having a balanced portfolio of fixed and variable
rate loans and borrowings.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating
activities (primarily trade receivables) and from its financing activities, including deposits with banks
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and financial institutions, foreign exchange transactions and other financial instruments. Since the
Group trades only with recognized third parties, there is no requirement for collateral.
The aging analysis of trade and other receivables as at September 30, 2023 and December 31, 2022
follows:
September 30, 2023
Days Past Due
More than
Current 1–30 Days 31–60 Days 61–90 Days 90 Days ECL Total
Trade and other receivables:
Non-related parties P
=6,595,304 P
=342,914 P
=32,350 P
=26,050 P
=18,722 P
=48,674 P
=7,064,014
Other receivables 119,406 166 20 − − − 119,592
Loans receivable* 166,675 − − − − − 166,675
Noncurrent receivables 500,000 − − − − 115,266 615,266
P
=7,381,385 P
=343,080 P
=32,370 P
=26,050 P
=18,722 P
=163,940 P
=7,965,547
*Presented under “current financial assets”
Liquidity Risk
Liquidity risk is the risk the Group will be unable to meet its payment obligations when they fall due.
The Group monitors and maintains a level of cash deemed adequate by management to finance the
Group’s operations, ensure continuity of funding and to mitigate the effects of fluctuations in cash
flows.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through
the use of bank loans and lease contracts. The Group’s policy is that not more than 50% of long-term
debt should mature in the next 12-month period. Approximately 17% and 7% of the Group’s long-
term debt will mature in less than one year at September 30, 2023 and December 31, 2022,
respectively, based on the carrying value of debt reflected in the financial statements. The Group
assessed the concentration risk with respect to refinancing its debt and concluded it to be low. The
Group has access to a sufficient variety of source of funding and debt maturing within 12 months can
be rolled over with existing lenders.
Excessive concentration risk. Concentrations arise when a number of counterparties are engaged in
similar business activities, or activities in the same geographical region, or have economic features
that would cause their ability to meet contractual obligations to be similarly affected by change in
economic, political and other conditions. Concentrations indicate the relative sensitivity of the
Group’s performance to developments affecting a particular industry.
In order to avoid excessive concentrations of risk, the Group’s policies and procedures include
specific guidelines to focus on the maintenance of a diversified portfolio of distributors and
distribution channels. Identified concentration of credit risks are controlled and managed
accordingly.
are subsequently remeasured at fair value. Changes in the fair value of derivatives that are not
designated as accounting hedges (structured deposit, dual currency investment, structured note,
binary) are recognized in the consolidated statements of income.
Structured Deposit
The Group invested in a principal protected structure with a potential enhanced return greater than the
prevailing money market rate. The structured deposit was redeemed at 100% of the principal amount,
together with an interest amount based on the guaranteed rate plus the relevant enhanced rate
depending on the applicable scenario at maturity date. Structured deposit is nil as at September 30,
2023.
Structured Note
The Group invested in a structured note that offers enhanced return when the underlying asset trades
at or above its initial price at maturity while offering a pre-determined minimum level of capital
return at maturity.
Binary Note
The Group invested in a binary note with the view of getting an interest amount linked to USD PHP
fixing rate and 100% of the principal at maturity.
Principal Effective
amount Date Maturity Date Fixed Coupon Binary Coupon Barrier Rate
$5,475 09/22/23 03/22/24 3.00% p.a. 6.00% p.a. 58.00
The Group recognized market valuation gain of P =52.4 million from fair value changes of structured
deposit, dual currency investment, structured note, and binary note for the nine months ended
September 30, 2023 under the “Market valuation gain on financial instruments at fair value through
profit or loss (FVTPL)” account in the consolidated statement of comprehensive income.
CCS contract
On March 4, 2022, the Group entered into a non-deliverable CCS Agreement with a notional amount
of P
=5,839.5 million (£85.0 million). On September 28, 2022, the Group fully unwind the CCS
agreement to take advantage of the weakening of Pound Sterling. As a result of the CCS unwinding,
- 26 -
On January 31, 2023, the Parent Company entered into a non-deliverable CCS Agreement with a
notional amount of P=1,891.4 million (THB 1,151.5 million). Under the CCS agreement, the
Company will receive Philippine Peso interest at 11.50% p.a. and will pay fixed Thailand Baht
interest at 9% p.a. The Company will also pay the notional Thailand Baht amount in exchange for the
Philippines Peso amount at the end of the swap period. The CCS, which will be designated as a
hedge of a portion of the net investment in MIL and MNTH, is used to hedge the Parent Company’s
exposure to the THB foreign exchange risk on its investment in MIL and MNTH. For the nine
months ended September 30, 2023, the Group recognized P =36.4 million cumulative translation gain
adjustment under other comprehensive income.
The Group recognized P =4.5 million derivative loss from swaps entered and settled during the same
period for the nine months ended September 30, 2023.
Capital Management
For the purpose of the Group’s capital management, capital includes issued capital and all other
equity reserves. The primary objective of the Group’s capital management is to maximize the
shareholder value. The Group manages its capital structure and makes adjustments in light of
changes in economic conditions and the requirements of the financial covenants. To maintain or
adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital
to shareholders or issue new shares. No changes were made in the objectives, policies or processes
during the periods ended September 30, 2023 and December 31, 2022.
The Group monitors capital on the basis of the debt-to-equity ratio and makes adjustments to it in
light of changes in economic conditions and its financial position. This ratio is calculated as total
debt divided by total equity. Debt comprises all liabilities of the Group. Equity comprises all
components of equity attributable to equity holders of the Parent Company.
Current financial assets at FVTPL. The current financial assets at FVTPL account consists of unit
investment trust funds (UITFs) and derivatives, including separated embedded derivatives, unless
- 27 -
designated as effective hedging instruments. As at September 30, 2023, the fair values of these
financial assets are based on their published net asset value per share.
Noncurrent financial assets at FVOCI. In June 2023, the Parent Company assessed that the business
model objective for its quoted and unquoted equity securities from Figaro Coffee Group, Inc. and
Terramino Inc., respectively, changed thus its previous model assessment as noncurrent financial
assets at FVTPL would no longer apply. The Parent Company made an irrevocable election at initial
recognition to measure its noncurrent financial assets at FVOCI with only dividend income
recognized in profit or loss.
The fair value of Figaro Coffee Group, Inc. is based on quoted prices. Terramino Inc., with no
reliable measure of fair value is carried at its last transaction price. As at September 30, 2023, the fair
value of these financial assets amounted to P =723.7 million.
Noncurrent Receivables, Withholding Tax Receivables and Advances to Employees and Loans
Payable. As at September 30, 2023 and December 31, 2022, the fair value of noncurrent receivables
and loans payable with variable interest rates approximates the carrying amount due to frequent
repricing of interest. Fair value of loans with fixed interest rate are determined using the discounted
cash flow method using discount rate that reflects the issuer’s borrowing rate as at the end of the
reporting period.
Commodity Prices
The Company continues to see a gradual easing of commodity prices in the global markets. The
impact of easing commodity prices was reflected in YTD 2023 for wheat and palm oil. The Parent
Company has partially secured wheat and palm oil prices until Q2 2024 and Q3 2024, respectively,
and has diversified lock-ins and spot positions.
Top-Up Deed
On November 8, 2023, management reported to MNC’s BOD that a Singapore company owned by
the controlling shareholders of the Company i.e., MNSG Holdings Pte. Ltd. (“MNSG”) submitted a
letter-commitment to wholly owned subsidiary Monde Nissin Singapore Pte. Ltd. that MNSG will
execute on or before November 30, 2023 a Top-Up Deed under which MNSG obligates itself to
provide cash top-up to MNSPL that aims to reduce the net cumulative impairment (i.e., the sum of
annual impairment amounts net of any annual impairment reversals), if any, starting with the calendar
year ending December 31, 2023 and every year thereafter up to the calendar year ending
December 31, 2032 (the “Term”) with settlement (if any) occurring on a one-time basis on or before
June 30, 2033. Said top up obligation is capped by the value of up to approximately 12% of
MONDE’s outstanding shares, or 2.156 Bn shares (“Top-Up Limit”), belonging to certain controlling
- 28 -
shareholders (“Restricted Shares”) using the weighted average stock price for the last five (5) trading
days of the year 2032, net of normal transaction costs. The reckoning of the Final Impairment
Amount will be based on MNSPL’s audited financial statements as of December 31, 2032 (which will
be published on or before April 15, 2033). Settlement, if any, of MNSG’s top-up obligation shall be
by way of a one-time cash infusion by MNSG into MNSPL on or before June 30, 2033.
Item 2
MNC and its subsidiaries (the “Group”) is among the frontrunners in the food manufacturing industry in the
Philippines with a portfolio of various iconic and well-recognized brands. The Group’s two core businesses are
the Asia-Pacific Branded Food and Beverage Business (“APAC BFB Business”) and the Meat Alternative
Business (“Meat Alternative Business”), which includes the production, marketing, and sales of the Quorn and
Cauldron meat alternatives brands.
The APAC BFB Business comprises three product groups: (i) instant noodles; (ii) biscuits; and (iii) other products
(such as beverages, baked goods, and culinary aids). According to Nielsen, a global marketing research company,
for the nine months ended September 30, 2023, the Group’s APAC BFB Business ranked first based on retail
sales value in the Philippines in the instant noodles, oyster sauce and yogurt drinks, sub-categories of the Others
product group. Flagship brands contributing to the APAC BFB Business’ market-leading position include: Lucky
Me! for instant noodles; Mama Sita’s for culinary aids; and Dutch Mill for yogurt.
Quorn Foods is the market leader in the meat alternatives market in the UK with Quorn and Cauldron being the
No. 1 and No. 4 brands. Quorn Foods is the first large-scale commercial provider of mycoprotein. The
fermentation process required to produce mycoprotein at scale requires significant capital investment and
importantly a unique know-how which Quorn Foods has derived from over 30 years of operating experience to
maximize yield and efficiency.
The Group operates with an aspiration to improve the well-being of the people and the planet by creating
sustainable solutions for food security. These values are reflected in its product innovations and various aspects
of its operations that create value to society and contribute to sustainable development. For example, to promote
well-being, the Group made a move to offer noodles with no artificial preservatives added in Lucky Me! wet
pouch and cups. In 2015, MONDE acquired Quorn Foods, which operates in the meat alternative market with
sustainability at its heart. Other initiatives have been implemented by the Group to utilize available resources
efficiently, move towards zero-waste-to-nature operations, and transition to low-carbon economy. In addition, the
Group believes that its Meat Alternative Business represents a breakthrough innovation with the mycoprotein
technology serving as a sustainable source of protein. According to a report by Carbon Trust (2018), the
production of mycoprotein-based Quorn Mince results in only 7%, 11%, and 8% of beef’s carbon, land, and water
footprints, respectively. Similarly, the production of mycoprotein-based Quorn Pieces results in only 29%, 36%,
and 34% of chicken’s carbon, land, and water footprints, respectively.
The Group’s results of operations are affected by a variety of factors. Set out below is a discussion of the most
significant factors that have impacted its results in the past, and which the Group expects will continue to influence
its results in the foreseeable future. Factors other than those discussed below could also significantly impact the
Group’s results of operations and financial condition in the future.
The Group’s results of operations are affected by consumers’ demand for its products, and pricing, in turn,
influences demand. When determining its selling prices, the Group considers various factors, including, among
others, prices of raw materials and packaging materials, taxes, fuel prices and other costs of doing business,
distribution channels, and general economic conditions. The Group believes that instant noodles, bread, biscuits,
and culinary aids are considered consumer staples. For the nine months ended September 2023, noodles, biscuits,
beverages, and packaged cakes have seen increasingly strong performance. These products can be sensitive to
movements in disposable incomes, changes in product prices, and competitive pressures. Volume, as well as value
proved resilient to the adverse effects of persistently high inflation.
Demand for fast-moving consumer goods is price elastic in general, particularly for consumers in the lower socio-
economic classes where disposable income is limited. When prices increase or during periods of relatively weak
economic growth where disposable income falls, consumers tend to switch to comparable lower-priced staple
products and cut back on their consumption of discretionary products, particularly those in the lower socio-
economic classes.
-2-
In addition, demand for fast-moving consumer goods is also influenced by the relative price relationships between
such goods, consumer products, and other products and services in general. Consumers are prone to adjust their
buying choices according to shifts in the perceived value-for-money propositions of the products. The Group
intends to continue to innovate its products to enhance their perceived product value.
The Group’s future growth will depend on its ability to maintain the competitive positions of its product portfolios
and brands by proactively anticipating and responding to constant changes in consumer tastes and preferences. A
key element in maintaining the market share for the Group’s product portfolios is the ability to continuously and
successfully introduce new products and product extensions to capture prevailing consumer preferences.
Consumer preferences may change due to various factors, including changes in economic conditions and income
levels, shifts in demographic and social trends, changes in lifestyle and leisure activity patterns, changes in
regulations, and actions of competitors, any of which may affect consumers’ perception of and willingness to
purchase the Group’s products. This may then significantly impact the results of the Group.
The Group regularly keeps abreast of the evolving consumer preferences and believes that its current broad array
of products can address the shifts in trends. The Group believes that Quorn mycoprotein meat alternative products
are well-placed to serve this segment for customers who demand food products that are more environment-friendly
and offer health benefits. To take advantage of the “premiumization” trend, particularly from the growing and
rising middle class seeking higher quality and higher value products, the Group expanded its mass premium
segment (the segment between premium and mainstream price points) by launching instant noodles with Asian
flavors and instant pasta under the Lucky Me! brand and introducing Monde Specials as its mass premium
packaged Baked goods line offering high-quality baked products such as sponge cake, among other initiatives.
The effectiveness of the Group’s sales and marketing activities is critical to its market share expansion and revenue
growth. The Group communicates with consumers through various channels and touchpoints, including
advertisement on television, radio programs, social media platforms (such as YouTube, Facebook, Instagram, and
Twitter), its website, program sponsorships, billboards, and brand activation roadshows. Customer touchpoints
at the purchase stage include in-store promotions and loyalty programs. In addition, the Group partners with
celebrities and other key influencers for media or online collaborations and events.
Advertising affects consumer awareness of the Group’s products and brands, which, in turn, affects purchase
decisions and, consequently, sales volumes. The Group believes that product differentiation and brand loyalty
are achieved through its marketing and image-building efforts, and consumer brand preferences are the cumulative
result of exposure to the brands over an extended period. However, the effects of these sales and marketing
activities may be delayed, resulting in delayed revenue growth which may not be fully reflected during the period
in which the sales and marketing activities took place.
Direct materials are major components of the Group’s cost of goods sold. Direct materials comprise raw materials
and packaging materials. Raw materials primarily consist of wheat/flour, palm oil, sugar, and coconut oil. The
Group sources raw materials and all its packaging materials globally.
Raw materials are subject to significant price volatility caused by various factors, including changes in global
supply and demand, extreme weather conditions, size of harvests, transportation and storage costs, governmental
agricultural policies, and currency exchange rate fluctuations. In addition, the Group’s ability to obtain raw
materials and packaging materials is affected by factors beyond its control, including armed conflict, natural
disasters, governmental laws and policies, interruptions in production by suppliers, and the availability of
transportation.
-3-
The Group’s profitability is dependent on, among other factors, its ability to anticipate and react to fluctuations in
the price of commodities, raw materials, and packaging materials. An increase in prices for or shortage of the
Group’s raw materials and packaging materials generally leads to an increase in production costs or interruption
in the Group’s production schedules, each of which could adversely affect its operating margins. Production
delays could lead to reduced sales volumes and profitability as well as the loss of market share. Conversely,
favorable movements of raw materials costs and other items might improve the Group’s margins and results of
operations. The Group has been able to mitigate price fluctuations in raw materials to some extent through a
combination of (i) operational synergy, (ii) the use of short-term and long-term contracts with suppliers to lock in
pricing, and (iii) diversification of sources of supply.
Given that a significant portion of the Group’s flour requirement is produced in-house at its Santa Rosa facility,
the Group enjoys consistent supply, quality, and cost savings for flour from this operational synergy. This is
further enhanced by the group’s affiliated own grain import terminal which allows independent procurement of
wheat at scale. Operational synergy is also achieved in the supply of seasoning for instant noodles production, as
the Group is operating a seasoning plant in Thailand to produce seasoning and condiments for its noodle plants in
the Philippines.
Increases in costs of raw materials and packaging materials can typically be passed on to consumers. However,
this may affect consumer demand as the Group’s consumers are generally price sensitive. In some cases, these
increases are not immediately passed on, if at all, to consumers to maintain or grow sales volumes and to protect
the Group’s market share. As a result, any material increase in the market price of raw materials could adversely
affect the Group’s operating margins, which may affect its financial position and operating performance.
Product Mix
The Group has a diversified product mix which primarily includes instant noodles, biscuits, other fast-moving
consumer products, and meat alternatives. The Group adopts a multi-brand approach, pursuant to which there are
one or more brands or product lines under each product category. Under each brand, the Group offers products
with different flavors, different package sizes and/or different types of products to provide varieties. For example,
in the instant noodles product group, there are three product lines under the Lucky Me! brand: (i) wet pouch; (ii)
dry pouch; and (iii) cups. Each Lucky Me! product line offers a wide array of flavors. In the Meat Alternative
Business, Quorn has an extensive range of vegan and vegetarian products. Quorn products also cover all key
shop aisles: frozen and chilled. The ability of the Group to continuously develop new products and launch product
extensions to capture various consumer preferences enables the Group to successfully make available to its
consumers a diverse and innovative product mix.
Typically, different products vary in product pricing, revenue growth rate, and gross profit margin. Each of the
Group’s brands has its own unique positioning with different marketing strategies and promotional costs. As a
result, the Group’s revenue and profitability are largely affected by its product mix.
Competition
The Group’s products face competition from other domestic producers as well as from imported products and
foreign brands. Competitive factors facing the Group’s products include price, product quality, and availability,
production efficiency, brand awareness and loyalty, distribution coverage, security of raw material supply,
customer service, and the ability to respond effectively to changes in the regulatory environment as well as to
shifting consumer tastes and preferences.
The Group’s main competitors for the instant noodle segment are domestic producers which compete on pricing
and regional brands that offer different flavors and taste experiences. The biscuits and other fast-moving consumer
product groups face competition from multinational, national, regional, and local competitors. Similar to the
instant noodle segment, these players compete on pricing, taste, and innovation. The Meat Alternative Business
competes with a broad category of market participants such as multi-national corporates, venture capital-backed
newer entrants, and private labels, and also competes with traditional meat brands. Changes in the competitive
-4-
landscape, including new entrants into the market, consolidation of existing competitors, and other factors, could
have a material impact on the Group’s financials and results of operations.
Economic, Social and Political Conditions in the Philippines and Other Countries
The majority of the Group’s assets and revenues from its APAC BFB Business are in or derived from its operations
in the Philippines. Therefore, the Group’s business, financial condition, results of operations, and prospects are
substantially influenced by the economic, social, and political conditions in the Philippines, while the Group is
also significantly exposed to global commodity markets, mainly those for agricultural goods and energy. In line
with the tapering of the COVID-19 pandemic in 2023, the Philippine economy has experienced good GDP growth,
while underperforming versus previous targets set by the government. The state of public health emergency was
formally lifted on July 21, 2023. The Philippine economy has experienced periods of slow or negative growth,
high inflation, high interest rates, high fuel prices, high power rates, high other costs of doing business, and
significant depreciation of the Peso. It has been significantly affected by weak economic conditions and
volatilities in the global economy and the Asia-Pacific region. While presently all social and economic activity
is operating without pandemic restrictions there is a low residual downside risk due to a possible infection
resurgence caused by the occurrence of new variants that may evade previously gained immunity. In addition,
the Russia-Ukraine conflict and the attached impacts on the global markets will continue to influence the Group
materially in areas such as commodity and energy/fuel costs. Recently Ukraine established a shipping corridor
avoiding Russian interference which the market recognized with continuously low grain prices. The newly
emergent threat of a larger middle east conflict around the Israel/Hamas war could drive especially oil prices to
unprecedented levels. While the Group notes that the world market prices have gone down from their peak prices,
a downside risk remains in case of erratic changes to the conflict. As consumers grapple with uncertainty, their
buying behavior and preferences may become more erratic.
Sales of most of the products of the Group’s APAC BFB Business (APAC BFB segment) have been influenced
and will continue to be influenced, to some degree, by the general state of the Philippine economy as well as the
stability of social and political conditions in the country. The agricultural policy stance may significantly
influence the APAC BFB segment’s results especially around raw materials such as sugar and its related
importation quotas, and consumer shifting between food groups as they are avoiding products with high inflation.
Recently rice prices have been driving inflation and could further drive consumer decision to having to make
choices between food groups. The expected El Nino period might put further stress on the consumer’s budgets in
case of generally weak harvests. While sales of a portion of the Group’s products such as biscuits, beverages, and
packaged cakes can be sensitive to changes in income and social conditions, the Group offers products that are
considered as staple items or components to staple items which are less sensitive to income changes and adverse
economic, social, and political conditions. These include instant noodles, bread, and culinary aids.
The Group also conducts its APAC BFB Business in Thailand, including its export operations. As such, economic,
social, and political conditions in Thailand may also affect the Group’s business, financial condition, results of
operations, and prospects. We note the contentious forming of the new government post the general election in
Thailand in this context and attached possible disruptions and possible policy changes under a new administration.
In addition, the economic environment globally may influence the expansion strategy of the export business as
distributors act more cautiously on new product launches, advertising, and promotional spend. The significant
improvements in the situation of global containers shipping in prices, as well as availability may influence growth
and profitability of the export business positively in the upcoming periods post the full reopening of the Chinese
market. A significant portion of the Group’s assets and revenue from its Meat Alternative Business are also located
in or derived from its operations in the United Kingdom (UK). Therefore, economic, social, and political
conditions in the UK may also affect the Group’s business, financial condition, results of operations, and
prospects. The UK continues to be affected by material levels of inflation, as well as the lingering effects of the
exit from the European Union. Labor shortages in the food and transport industry and significant commodity and
utility inflation are present and persisting in 2023, especially food inflation which is impacting consumers
disposable income and purchasing habits. This strong inflation footprint may impact the consumer buying
behavior on a prolonged basis, and the company’s input costs. The political environment in the UK presently
-5-
provides additional uncertainty as crucial policy decisions around energy price support for industry, corporate
taxation, and others are constantly evolving as the UK is gearing up for general election in 2024. This environment
may impact the operation of the Group.
Seasonality
In the consumer goods industry, results of operations generally follow the seasonality of consumer buying
patterns, and the Group’s sales are affected accordingly. In the Philippines, most food and beverage products,
including those of the Group, experience increased sales from October to December related to the Christmas and
New Year’s season. Consequently, the fourth quarter has historically been the Group’s strongest quarter by
volume for culinary aids and some of its biscuit products, including M.Y. San Grahams. Seasonality during certain
events also affects the Group’s sales. In addition, seasonality varies across product types. Some of the Group’s
products have distinct seasonality. For instance, Lucky Me! Wet pouch instant noodles see an increase in sales in
the colder months due to consumers’ preference for warm food. The Philippine government also sources instant
noodles and crackers, as staples in its relief goods packages, from the Group for distribution to the public. A
number of biscuit products experience higher sales during the school year as the Group’s products are generally
purchased for lunch boxes, between-meals, on-the-go consumption, and consumption at home. As a result,
seasonality could affect the Group’s financial condition and results of operations from one quarter to another. To
counter the seasonality of some of its products, the Group created marketing and advertising initiatives that
encourage the sustained consumption of its products throughout the year. The Group believes that the diversity
of its product mix reduces the specific seasonality impact of certain products in its portfolio.
Innovation
In addition to its ability to introduce new product innovations and renovations, delivering on the Group’s
aspiration will also depend on the Group’s ability to continuously drive loss-eliminating process innovations and
work system innovation. Continuous improvement in process innovation and work system redesign will impact
multiple fronts such as superior quality and consumer experience, fresher products to market, higher productivity,
and improved sustainability via less wastage/use of resources and better process reliability.
COVID-19 Pandemic
The impact of COVID-19 pandemic on the Group’s operation has subsided, and the state of public health
emergency was lifted in the Philippines on July 21,2023. Nevertheless, the Group is continuously monitoring the
situation as infection case resurgences may impact the ongoing economic recovery, and operations.
The ability of the Group to meet the demand for its products depends on its ability to build, maintain, and expand
its production capacity. Capacity expansion affects the ability of the Group to introduce new products or new
uses for its existing products, which, in turn, impacts the ability of the Group to be agile and responsive to rapidly
changing customer needs and expectations.
Capacity improvement and expansion require significant capital investment. An investment in new technology
or an enhancement of existing technology to increase capacity and utilization may result in operational challenges.
Furthermore, the effects of these investments may be delayed, resulting in delayed revenue growth.
-6-
Financial Highlights and Key Indicators
The summary financial information presented as at December 31, 2022 and as at September 30, 2023 and for the
nine months ended September 30, 2022, and September 30, 2023, was derived from the Group’s unaudited interim
consolidated financial statements, prepared in accordance with Philippine Accounting Standard 34, Interim
Financial Reporting. The information below is not necessarily indicative of the results of future operations.
In this report and as defined below, Core Gross Profit, Core Gross Margin, Core EBITDA, Core EBITDA Margin,
Core Income Before Tax, Core Income Before Tax Margin, Core Income (After Tax), Core Income (After Tax)
Margin, Core Income (After Tax) at Ownership, and Core Income (After Tax) at Ownership Margin are internal
management performance measures and are not measures of performance under Philippines Financial Reporting
Standards (PFRSs). Thus, users of this report should not consider foregoing financial non-PFRS measures in
isolation or as an alternative to Net Income as an indicator of the Group’s operating performance or to cash flow
from operating, investing, and financing activities.
Core Gross Profit is measured as Net sales excluding recall provision as sales deduction less Cost of Goods Sold
(COGS) excluding non-recurring expenses (NRE). 2023 has noNRE on net sales and COGS. In 2022, COGS
NRE pertains to expenses related to additional depreciation due to change in the estimated useful life of some of
assets in Meat Alternative segment and global strategic alignment initiatives to ensure products adhere to all food
quality compliance standards in relevant jurisdictions. Core Gross Margin pertains to Core Gross Profit divided
by segment net sales.
Core EBITDA is measured as net income excluding depreciation and amortization of property and equipment,
asset impairments, financing income and expense, net foreign exchange gains (losses), net gains (losses) on
derivative financial instruments, and other non-recurring income (expenses) NRI(E). In 2023, NRE refers to
SG&A NRE related to restructuring costs in Meat Alternative business. In 2022, NRE refers to sales deductions,
COGS NRE, and SG&A NRE. SG&A NRE pertains to restructuring costs due to production costs rationalization
to improve efficiency and address short term profitability issue in Meat Alternative. Core EBITDA margin
pertains to Core EBITDA divided by segment net sales.
Core Income Before Tax is measured as net income excluding the effects of asset impairment, interest expenses
related to lease liabilities, interest income, equity in net earnings (losses) of associates and joint ventures, net
foreign exchange gains (losses) except those related to U.S dollar balances that the company hedge against foreign
exchange risks, net gains (losses) on derivative financial instruments, and NRE as discussed above. Core Income
Before Tax Margin pertains to Core Income Before Tax divided by segment net sales.
Core Income (After Tax) pertains to Core Income Before Tax less income tax based on recurring tax rate per
entity. Core Income (After Tax) Margin pertains to Core Income (after tax) divided by segment net sales.
Core Income (After Tax) at Ownership pertains to Core Income (After Tax) less core income attributable to non-
controlling interest (NCI).
The following discussion should be read in conjunction with the attached Unaudited Consolidated Financial
Statements and related notes of Monde Nissin Corporation (“MNC” or “the Parent Company” and its subsidiaries
(collectively, referred to as the “Group”) as at and for the nine months ended September 30, 2023.
-7-
I. SUMMARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Note: See “Other Financial Data – reconciliation of PFRS and non-PFRS measures.”
n/m – not meaningful
¹ Comparable growth was based on adjusted YTD 2022 numbers to reflect PFRS-15 related reclassication (from selling expenses to contra-revenue) amounting to P =905 million
²
YTD 2022 excludes P =43 million recall provisions in Thailand due to selective EU recall.
³YTD 2022 excludes = P 523 million provisions due to change in the estimated useful life of some of the assets in Meat Alternative and =
P 200 million related to global strategic alignment
initiatives in APAC BFB
⁴ YTD 2023 excludes P =548 million restructuring costs in MNUK and = P26 million net impairment reversal for the Group; YTD 2022 excludes P =252 million restructuring costs in UK,
=215 million impairment loss, and =
P P 6m recall provision in Thailand.
5
Singapore Gov’t incentives grant related to MNSPL’s meat alternative business.
6
Recurring interest expense on Loans and Trust Receipts Payable
7
Foreign exchange gain/(loss) on U.S dollars balances for the Group’s natural hedge.
.8Based on recurring income tax rate per entity.
9
Excluding foreign exchange loss on USD reserves for the Group’s natural hedge (included in the Core Income calculation above)
10
Excluding recurring interest expense on Loans and Trust Receipts Payable (included in the Core Income calculation above
11
Pertains to income tax effect of Other/Finance Income(expenses) and non-recurring finance income (expenses). To simplify, this is the difference between Total provision for income tax
as reported and provision for income tax related to Core Income
-8-
II – OPERATING SEGMENTS OF THE GROUP
As mentioned in the business overview section, the Group’s two core businesses are the APAC BFB Business and
the Meat Alternative Business.
Segment performance is evaluated based on: Core Earnings before interest, taxes, and depreciation and
amortization, or Core EBITDA; Core EBITDA margin; and Core Income before tax, Core Income before margin,
Core Income (after tax), Core Income (after tax) margin, Core Income (after tax) at Ownership and Core Income
(after tax) at Ownership margin.
The table below presents certain financial information relating to the Group’s results of operation by segment for
the periods indicated.
RESULTS OF OPERATIONS
For the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022.
Net Sales
Consolidated net sales increased by 8.7% on a reported basis and 10.5% on a comparable basis to P
=59,646 million
in YTD 2023 due to broad-based growth across categories in APAC BFB, partly offset by the decline in the Meat
Alternative.
APAC BFB
APAC BFB net sales increased by 12.1% on a reported basis and 14.5% on a comparable basis to =P48,950 million
in YTD 2023 driven by solid performance in all geographic markets and categories. The domestic business grew
13.8% on a comparable basis in YTD 2023 driven by broad-based volume growth across categories led by noodles
and supported by carryover price actions from 2022 and the first half of 2023. Noodles volume have recovered
from a temporary decline in Q3 2022 to an all-time high in Q3 2023. Meanwhile, international business grew by
23.7% on a reported basis and 18.8% at a constant currency basis in YTD 2023 primarily due strong growth in
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biscuits and noodles. Notably, Thailand’s noodles export business has also recovered, with YTD 2023 sales up
by 41.4% at constant currency basis compared with the prior year.
Meat Alternative
Net sales in the Meat Alternative segment decreased by 4.7% on a reported basis and decreased by 7.6% on a
constant currency basis to P
=10,696 million in YTD 2023 because of continued category headwinds. Overall, UK
and US sales declined on a constant currency basis by 6.9% and 27.1%, respectively, due to continues challenge
in the retail market. While retail sales remained a challenge, Quorn continued to performed well against a
competitor in the UK retail market, as evidenced by continued market share gains particularly in the frozen
segment. Meanwhile, foodservice growth remains positive in the face of economic and market challenges, net
sales up by 5.7% in YTD 2023 compared with the prior year.
APAC BFB
The cost of goods sold in the APAC BFB segment increased by 12.6% to P =33,025 million in YTD 2023, primarily
due to higher sales volume and elevated prices of wheat and sugar in YTD 2023, partly offset by the lower prices
of oil-based ingredients. However, the segment witnessed a positive impact due to decreased in prices of wheat,
palm oil, other oil-based ingredients, particularly noticeable during Q3 2023, as the average prices were lower
than Q3 2022 and the first half of 2023.
Meat Alternative
The cost of goods sold in the Meat Alternative segment increased by 9.6% to P
=8,062 million in YTD 2023 despite
volume decline primarily due to elevated prices of key ingredients and provision for inventory obsolescence on
slow moving stocks due to continued softness in the demand, partly offset by the decline in the average prices of
utilities.
Gross Profit
Gross profit increased by 1.9% on a reported basis and 7.3% on comparable basis to P =18,559 million in
YTD 2023 due to solid recovery in APAC BFB, partly offset by the decline in the Meat Alternative segment.
APAC BFB
Gross profit for the APAC BFB segment increased by 11.1% on a reported basis and 18.6% on a comparable basis
to P
=15,925 million in YTD 2023 primarily due to strong volume growth led by noodles recovery and net positive
peso price recovery over inflation.
Meat Alternative
Core Sales, General and Administrative Expenses (SG&A) (excluding non-recurring expenses)
Sales, general and administrative expenses decreased by 5.5% on a reported basis and increased by 2.6% on a
comparable basis to P=10,825 million in YTD 2023, primarily due to higher spending in the APAC BFB segment,
partly offset by lower spending in Meat Alternative.
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APAC BFB
SG&A in the APAC BFB segment decreased by 0.8% on a reported basis and increased by 12.8% on a comparable
basis to P
=7,458 million in YTD 2023. The increase was due to higher marketing, selling, transport, and other
administrative expenses primarily to support growth. YTD 2023 SG&A as percentage of sales slightly decreased
by 0.2% against comparable YTD 2022, to 15.2% in YTD 2023.
Meat Alternative
SG&A in the Meat Alternative segment decreased by 14.5%, to P =3,367 million in YTD 2023, reflecting the
benefits of cost control measures and restructuring in view of current topline challenges resulting to lower
spending on advertising and promotions, salaries and wages, and other operating expenses. Moreover, YTD 2023
SG&A as percentage of sales decreased by 3.6%, to 31.5% in YTD 2023.
Foreign exchange loss on U.S dollar in YTD 2023 was at = P21 million compared with forex gains of P
=866 million
in YTD 2022. YTD 2023 forex loss on USD hedge has offset from forex gains on trust receipts, accounts payable
transactions, and others that are being reported under non-core forex gain. YTD 2022 gains were due to effective
hedge program amidst unprecendented strengthening of U.S dollar against the Philippine peso. USD to PhP
closing exchange was = P51.00 in December 31, 2021 to P58.625 in September 30, 2022.
Finance Income
Other non-recurring expenses decreased by 46.5%, to = P548 million YTD 2023. The NRE in YTD 2023 pertains
to restructuring costs in Meat Alternative segment in view of continues topline challenges. Meanwhile, YTD
2022 NREs pertain to additional depreciation (P=523 million) due to changes in the estimated useful life of Quorn
fermenter assets in BF1 and restructuring costs (P
=252 million) in the Meat Alternative as a result of production
cost rationalization. Moreover, YTD 2022 NRE expenses was related to global strategic alignment initiatives
(P
=200 million) and provision in Thailand due to selective EU recall (P
=49 million).
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Income Before Income Tax
Current Assets
Cash and cash equivalents increased by 11.4%, from to P =11,629 million as at December 31, 2022 to
=12,954 million as at September 30,2023 due to higher cash inflow from operating activities of APAC BFB
P
segment, partly reduced by cash outflow related to capital expenditures, investment related to Financial Assets
and FVOCI, and partial payment of Marlow Foods Limited’s (MFL) sterling term loan.
Prepayments and other current assets decreased by 21.7%, from P =1,269 million as at December 31, 2022 to
=994 million as at September 30, 2023 mainly due to usage of prepaid taxes and input VAT in MNUK.
P
Noncurrent Assets
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Deferred tax assets decreased by 9.1% from =P868 million as at December 31,2022 to = P789 million as at
September 30, 2023 mainly due to reduction in MNC as a result of actualization of prior year accruals.
The noncurrent financial assets at FVOCI pertain to subscription to 820,268,295 common shares out of the
unissued authorized capital stock of Figaro Coffee Group (FCG), Inc. amounting to P
=820 million and subscription
to 665,845 Series B Preferred Stock of Terramino, Inc., amounting to P=109 million. As at September 30, 2023,
the fair value of FCG was based on quoted prices.
The noncurrent receivables decreased by 24.5% from P =662 million as at December 31, 2022 to P
=500 million as
September 30, 2023 due to reclassification of loans receivable of MNSPL to MNSG from noncurrent to current
that will mature on July 3, 2024.
Current Liabilities
Accounts payable and other current liabilities decreased by 7.5%, from = P11,323 million as at
December 31, 2022 to =
P10,470 million as at September 30, 2023 primarily due to trade and nontrade payments.
Current portion of loans payable increased by 335.9%, from ₱270 million as at December 31, 2022 to
₱1,177 million as at September 30, 2023 mainly due to MFL’s availment of revolving /short-term credit loans.
Current portion of lease liabilities decreased by 79.3%, from ₱387 million as at December 31, 2022 to
₱80 million as at September 30, 2023 due to reclassification of portion of MNUK’s lease liabilities from current
to noncurrent.
Refund liabilities increased by 79.0%, from ₱200 million as at December 31, 2022 to ₱358 million as at
September 30, 2023. The provision was consistent with PFRS 15.
Income tax payable increased by 168.6%, from = P210 million as at December 31, 2022 to =
P564 million as at
September 30, 2023 mainly due to income tax payable of MNC and MMYSC.
Noncurrent Liabilities
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September 30, 2023 December 31, 2022 Increase (Decrease)
Unaudited In % Audited In % Amount %
In ₱ millions, except percentages
Loans payable 3,665 33 6,983 49 (3,318) (47.5)
Deferred tax liabilities - net 4,059 38 4,320 30 (260) (6.0)
Lease liabilities 2,613 24 2,423 17 190 7.8
Pension liability 589 5 507 4 82 16.2
Other noncurrent liabilities 37 – 37 – – –
Total 10,963 100 14,270 100 (3,306) (23.2)
Loans payable decreased by 47.5%, from ₱6,983 million as at December 31, 2022 to ₱3,665 million as at
September 30, 2023 due to partial settlement of MFL’s sterling term loan.
Deferred tax liabilities decreased by 6.0%, from ₱4,320 million as at December 31, 2022 to ₱4,059 million as at
September 30, 2023 due to higher NOLCO in the Meat Alternative.
Lease liabilities increased by 7.8%, from ₱2,423 million as at December 31, 2022 to ₱2,613 million as at
September 30, 2023 due to reclassification of portion of MNUK’s lease liabilities from current to noncurrent.
Equity
The Group’s total equity increased by 11.0% from P =52,271 million as at December 31, 2022 to P=58,021 million
as at September 30, 2022 due to recognition of the results of operations for year-to-date 2023.
Overview
The Group’s principal sources of liquidity are cash flows from its operations, borrowings, and IPO proceeds. For
the twelve months ended December 31, 2022, the Group’s cash flows from operations were sufficient to provide
for its operations and dividend payments. The IPO proceeds financed the Company’s capital expenditure (CapEx)
requirements for 2022. For the nine months ended September 30, 2023, the Group’s cash flows from operations
were sufficient to provide for its operations, dividends and CapEx requirements.
The Group’s principal requirements for liquidity are for purchases of raw materials and payment of other operating
expenses, investments in production equipment, payment of cash dividends, and other working capital
requirements.
The cash flows of the Group are primarily from the operations of its APAC BFB Business. The Group expects
that its operating cash flow will continue to be sufficient to fund its operating expenses, dividend payments, and
CapEx. The Group also maintains long- and short-term credit facilities with various financial institutions, which
can support any temporary liquidity requirements. Any excess capital expenditure beyond the operating cash flow
will be funded by remaining IPO proceeds (for APAC BFB only) and bank borrowings.
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Cash Flows
The following discussion of the Group’s cash flows for the nine months ended September 30, 2022, and 2023
should be read in conjunction with the statements of cash flows and notes included in Unaudited Consolidated
Financial Statements.
The table below sets forth the principal components of the Group’s statements of cash flows for the periods
indicated.
Nine months ended September 30,
2023 2022
In ₱ millions
Net cash flows provided by operating activities 7,328 2,340
Net cash flows used in investing activities (2,777) (4,940)
Net cash flows from (used in) financing activities (3,238) 998
Net increase in cash and cash equivalents 1,313 (1,602)
Effect of Exchange Rate Changes on cash and cash equivalents 12 96
Cash and cash equivalents at beginning of year 11,629 13,857
Cash and cash equivalents as at September 30, 12,954 12,351
The net cash flows provided by operating activities were ₱7,328 million for the nine months ended September 30,
2023. The Group’s income before income tax for the nine months ended September 30,2023 was ₱7,519 million.
Cash generated from operations (after adjusting for, among other things, depreciation, amortization, and working
capital changes) was ₱8,708 million. The Group generated cash from interest received amounting to ₱287 million
and paid income taxes of ₱1,668 million.
The net cash flows provided by operating activities were P =2,341 million for the nine months ended
September 30, 2022. The Group’s income before income tax for the year was P =7,411 million. Cash generated
from operations (after adjusting for, among other things, depreciation, and amortization, and working capital
changes) was =P3,891 million. The Group generated cash from interest received amounting to = P72 million and
paid income taxes of P
=1,622 million.
The Group’s net cash flows used in investing activities were P =2,777 million for the nine months ended
September 30, 2023. The net cash outflow primarily for the Parent company subscription to 820,268,295 common
shares out of the unissued authorized capital stock of Figaro Coffee Group, Inc. amounting to P
=820 million and
subscription to 665,845 Series B Preferred Stock of Terramino, Inc., amounting to =P109 million. The other cash
outflows pertain to various CapEx amounting to P =1,951 million.
The net cash flows used in financing activities were P =3,238 million for the nine months ended
September 30, 2023. The net cash outflow primarily due to partial settlement of MFL’s sterling term loan
amounting to P =2,641 million (net of new availment). The other cash outlow pertains to payment of interest
expense and lease liabilities.
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FINANCIAL RATIOS / KEY PERFORMANCE INDICATORS
The following are the major financial ratios that the Group uses and monitors.
The top five key performance indicators are Sales Growth, Gross Margin, Net Profit margin, Core EBITDA
margin, and Core Return on equity.
* Reported
** 2023 was annualized, calculated as YTD 2023 + Q4 2022 ; 2022 based on full year
Core EBITDA
Interest rate coverage ratio Finance Costs
Gross profit
Gross margin Net Sales
Core EBITDA
Core EBITDA Margin Net Sales
Note:
* 2023 was annualized, calculated as YTD 2023 and Q4 2022
**(average) means the average of the amounts from the beginning and end of the same period.
- 16 -
Capital Expenditures
The Group’s Capital Expenditures (CapEx) were primarily attributable to spending to develop new business,
expand production capacity and capability, and improve operational efficiencies. The Group invested in the
construction of a new manufacturing plant, new production lines, and machineries.
The table below sets out the Group’s estimated 2023 CapEx plan and actual spend for the nine months ended
September 30, 2023 and 2022.
In YTD 2022, APAC BFB’s major CapEx was primarily for additional investment for new manufacturing plant
in Malvar Batangas, investment in machineries to improve operational efficiencies and new noodles production
lines. Meanwhile, in YTD 2023, major CapEx was primarily on manufacturing buildings and various
machineries to improve operational efficiencies and capabilities.
In YTD 2022, Meat Alternative’s major CapEx was mainly to increase production fermentation and deli capacity.
Meanwhile, in YTD 2023, investments were primarily to improve paste design capability and other investments
to improve capabilities.
2023 capital plan in APAC BFB’s is primarily to improve capacity/ capability of bakery businesses and
investment in various machineries to improve operational efficiences. Meat Alternative’s 2023 plan is mainly
to improve operational efficiences.
The following tables set out PFRS to non-PFRS reconciliation for the period indicated:
- 17 -
Nine Months Ended September 30, 2023
PFRS Non-PFRS Adjustments Non-PFRS
Reported APAC BFB Meat Alternative Reported
INCOME BEFORE INCOME TAX 7,519 – – 7,519
PROVISION FOR CURRENT INCOME TAX
Current 2,022 – – 2,022
Deferred (302) – – (302)
PROVISION FOR CURRENT INCOME TAX 1,720 – – 1,720
NET INCOME FROM CONTINUING OPERATIONS 5,799 - – 5,799
Non-PFRS adjustments:
¹ Restructuring costs in MNUK
2
Recurring interest expense on Loans and Trust Receipts Payable
³ Foreign exchange loss on U.S dollars balances for the Group’s natural hedge.
⁽¹⁾ =
P 43 million in APAC BFB pertains recall provision Thailand due to selective EU recall.
⁽²⁾ =
P 200 million in APAC BFB pertains to expenses related to global strategic alignment initiatives to adhere to strictest global compliance standards; =
P523 million in Meat Alternative
(MA) pertains to additional depreciation due to production cost rationalization.
⁽³⁾ =
P 252 million in MA pertains to restructuring costs in UK due to improve efficiency and =
P 6m in APAC BFB related to recall provision.
⁽⁴⁾Recurring interest expense on Loans and Trust Receipts Payable
⁽⁵⁾Foreign exchange gain on U.S dollars balances for the Group’s natural hedge.
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II. EBITDA Reconciliation
The following tables set out EBITDA reconciliation with respect to the Group’s business segments for the period
indicated:
For the nine months ended September 30, 2023
(Unaudited)
Meat
APAC BFB Alternative Total
(in ₱ millions)
Income before Income Tax 9,096 (1,577) 7,519
Finance Costs 185 280 465
Finance Income (261) (22) (283)
EBIT 9,020 (1,319) 7,701
Derivative Loss 4 - 4
Foreign Exchange (Gain)/Loss (300) 1 (299)
Restructuring costs in MNUK - 548 548
Impairment (Reversal)/Loss (93) 67 (26)
Depreciation and Amortization Expense 1,483 609 2,092
EBITDA 10,114 (94) 10,020
V8 0 0
10,114 -94 10,020
For the nine months ended September 30, 2022
(Unaudited)
Meat
APAC BFB Alternative Total
(in ₱ millions)
Income before Income Tax 8,375 (967) 7,408
Finance Costs 160 138 298
Finance Income (78) (3) (81)
EBIT 8,457 (832) 7,625
Derivative Gain (1,307) - (1,307)
Foreign Exchange (Gain) – Net (707) (11) (718)
Other non-recurring expenses 249 252 501
Impairment Loss 215 - 215
Depreciation and Amortization Expense 1,457 1063 2,520
Core EBITDA 8,364 472 8,836
The following table summarizes the Group’s financial liabilities as at September 30, 2023.
(in ₱ millions)
More than 5
On Demand 1 to 3 months 3 to 12 months 1 to 5 years years Total
Financial Liabilities
Trade and other payables* 986 8,650 70 – – 9,707
Loans Payable** – – 1,177 3,740 – 4,917
Lease liabilities – 58 193 980 6,887 8,118
Acceptance and trust receipts
payable – – 1,912 – – 1,912
986 8,708 3,352 4,720 6,887 24,654
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Off-Balance Sheet Arrangements
As at September 30, 2023, the Group did not have any material off-balance sheet arrangements or obligations
(including contingent obligations), and other relationships of the Group with unconsolidated entities or other
persons created during the reporting period that were likely to have a current or future effect on the Group’s
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital
resources.
The Group’s APAC BFB Business and Meat Alternative Business are exposed to various types of market risks in
the ordinary course of business, including foreign currency risk, commodity price risk, interest rate risk, liquidity
risk, and credit risk. For more information on risks discuss below, see Note 20 to Unaudited Consolidated
Financial Statements.
The Group operates internationally and is exposed to foreign currency risk arising from currency fluctuations in
respect of business transactions denominated in foreign currencies. The Group creates natural hedges on its short
currency exposure and uses call options to cover tail risks.
The Group is exposed to price volatility arising from the utilization of certain commodities as raw materials,
packaging materials, and fuel in its production processes. To minimize the Group’s risk of potential losses due to
volatility of international crude and product prices, the Group enters into short and longer tenor contracts for
commodities such as flour and palm oil.
The Group is exposed to interest rate risk arising from its long-term debt obligations with floating interest rates.
The Group manages its interest rate risk by maintaining a balanced portfolio of fixed and variable rate loans and
borrowings.
4. Liquidity Risk
The Group is exposed to the risk of not meeting its payment obligations when they fall due. The Group manages
its liquidity risk by monitoring and maintaining a level of cash deemed adequate by management to finance the
Group’s operations, ensure continuity of funding, and mitigate the effects of fluctuations in cash flows.
5. Credit Risk
The Group is exposed to the risk that a counterparty may not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating (primarily
trade receivables) and financing activities. The Group manages its credit risk by monitoring receivables from
each customer.
Contingencies
As at September 30, 2023, the Group is involved in certain proceedings and regulatory assessments, and
management believes that none of these proceedings will have a material effect on the consolidated financial
statements.
Capital Commitments
The Group has capital commitments for acquisitions of machineries and building expansions amounting to
=2,970.4 million and P
P =1,447.5 million as at September 30, 2023 and December 31, 2022, respectively.
- 20 -
OTHER MATTERS
Commodity Prices
The Company continues to see a gradual easing of commodity prices in the global markets. The impact of easing
commodity prices was reflected in YTD 2023 for wheat and palm oil. The Parent Company has partially secured
wheat and palm oil prices until Q2 2024 and Q3 2024, respectively, and has diversified lock-ins and spot positions.
Subsequent Event
On November 8, 2023, management reported to MNC Board that a Singapore company owned by the controlling
shareholders of the Company i.e., MNSG Holdings Pte. Ltd. (“MNSG”) submitted a letter-commitment to wholly
owned subsidiary Monde Nissin Singapore Pte. Ltd. that MNSG will execute on or before November 30, 2023 a
Top-Up Deed under which MNSG obligates itself to provide cash top-up to MNSPL that aims to reduce the net
cumulative impairment (i.e., the sum of annual impairment amounts net of any annual impairment reversals), if
any, starting with the calendar year ending December 31, 2023 and every year thereafter up to the calendar year
ending December 31, 2032 (the “Term”) with settlement (if any) occurring on a one-time basis on or before June
30, 2033. Said top up obligation is capped by the value of up to approximately 12% of MONDE’s outstanding
shares, or 2.156 Bn shares (“Top-Up Limit”), belonging to certain controlling shareholders (“Restricted
Shares”) using the weighted average stock price for the last five (5) trading days of the year 2032, net of normal
transaction costs. The reckoning of the Final Impairment Amount will be based on MNSPL’s audited financial
statements as of December 31, 2032 (which will be published on or before April 15, 2033). Settlement, if any, of
MNSG’s top-up obligation shall be by way of a one-time cash infusion by MNSG into MNSPL on or before June
30, 2033.
Others
There are no unusual items regarding the nature and amount affecting assets, liabilities, equity, net income, or
cash flows, except those stated in Management’s Discussion and Analysis of Financial Position and Financial
Performance.
There were no material changes in estimates of amounts reported in prior interim periods of the current year or
changes in estimates of amounts reported in prior financial years.
There were no other known trends, events or uncertainties that have had or that are reasonably expected to have a
favourable or unfavourable impact on net sales or income from continuing operations, except those stated above
and in the Management’s Discussion and Analysis of Factors affecting the Operations, Financial Position and
Financial Performance.
Below is the foreign exchange rate used in the translation of the Income Statement and Balance Sheet Items to
Philippine Peso.
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PART 11--OTHER INFORMATION
Board of Directors
The following table sets forth the Company's Board of Directors as at September 30, 2023:
Name Position
Hartono Kweefanus Chairperson Emeritus
Kataline Darmono Chairperson
Hoediono Kweefanus Vice-Chairperson
Betty T. Ang President
Henry Soesanto Executive Vice President and Chief Executive Officer
Monica Darmono Treasurer
Nina Perpetua D. Aguas Lead Independent Director
Marie Elaine Teo Independent Director
Anabelle L. Chua Independent Director
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
HE�O
Chief Executive Officer
�C.TEO
�("J
C ancial Officer