COVER SHEET 9 3 7 S.E.C. Registration Number E E I C OR P OR A T I O N ( Company's Full Name ) N o. 1 2 M a n g g a h a n B a g u m b a y a n , S t r e e t Q u e z o n C i , t y (Business Address: No. Street City / Town / Province ) ATTY. FERDINAND G. VILLAFUERTE (0 2) Contact Person 0 6 Month 3 0 6 3 5 - 0 8 4 3 Company Telephone Number S E C Day F O R M 1 7 Q FORM TYPE Secondary License Type, If Applicable C F D Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign ----------------------------------------------------------------------------------------------------------------------------------------------------To be accomplished by SEC Personnel concerned ___________________________ File Number LCU ___________________________ Document I.D. Cashier STAMPS Remarks = pls. use black ink for scanning 1 SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17 (a)-1 (b) (2) THEREUNDER 1. For the quarterly period ended June 30, 2013 2. SEC Identification No. 937 3. BIR Tax Identification No. 000-391-438 4. Exact Name of Registrant as specified in its charter - EEI Corporation 5. Province, Country or other Jurisdiction of Incorporation or Organization Quezon City, Philippines 6. Industry Classification Code (SEC use only) 7. Address of Registrant's Principal Office/Postal Code No. 12 Manggahan St., Bagumbayan, Quezon City 1110 8. Registrant's Telephone Number, including Area Code (02) 635-08-43 9. Former Name, Former Address, and Former Fiscal Year, if changed since last report Not Applicable 10. Securities Registered pursuant to Section 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common shares – P1 par value Authorized Issued and Outstanding 11. Amount 2,000,000,000 1,036,401,386 Are any or all of these securities are listed on the Philippine Stock Exchange? Yes 12. No. of shares 2,000,000,000 1,036,401,386 [x] No [ ] Indicate by check mark whether the Registrant. (a) has filed all the reports required under Section 17 of the Securities Regulation Code and SRC Rule 11(a)-1 thereunder and Sections 26 and 141 of the Corporation Code of the Philippines during the preceding 12 months: Yes (b) [X] No [ ] has been subject to such filing requirements for the past 90 days. Yes [ ] No 2 [X] PART I - FINANCIAL INFORMATION Item 1. Financial Statements The interim Consolidated Financial Statements - EEI Corporation and Subsidiaries - June 30, 2013 with comparative figures for the period ended December 31, 2012 and June 30, 2012. Cash Flows and Schedule of Aging of Accounts Receivable is incorporated by reference as Exhibit 1. Item 2. Management's Discussion and Analysis EEI CORPORATION and SUBSIDIARIES Management's Discussion and Analysis As of 30 June 2013 Results of Operations For the first half of 2013, EEI Corporation generated unaudited Consolidated Revenues of P5.75 billion. This is 12% lower compared to the previous year. Although revenues from Construction Contracts increased by 4% at P4.93 billion, revenues from Services decreased by 64%, from P1.50 billion in 2012 to P538.94 million in 2013. This decrease is due to the completion of the work in the Inco Goro Nickel Mining project in New Caledonia as well as the completion of the project of EEI Corporation (Singapore) Pte. Ltd. with Shaw Stone and Webster Asia, Inc. in Singapore, which were still ongoing during the first half of 2012. Furthermore, the works on the new projects are still at their initial stages. As such, their contribution is not yet as large as when these projects go into full swing. The corresponding costs and expenses related to construction contracts were kept in control as seen by its increase of just 1%, compared to the 4% increase in revenues. The same can be said about the costs and expenses related to services which decreased by 72%, compared to the 64% decrease in revenues. The net result was a 14% decrease in consolidated costs during the first semester of 2013 compared to the same period in 2012. EEI Corporation’s unaudited Consolidated Net Income registered at P428.04 million for the first half of 2013, 6% lower than the P453.10 million earned in 2012. If the significant one-off item of Recovery on Damaged Properties which was booked in June 2012, amounting to P79.93 million, were taken out, the unaudited Consolidated Net Income for 2013 would be 8% higher than the normalized 2012 level. The Earnings per Share for the first six months of 2013 was at P0.413, compared to the P0.437 in the first half of 2012. 3 Financial Position The Total Assets of the Company as of June 30, 2013 stood at P13.29 billion – 7% more than the P12.37 billion as of December 31, 2012. Cash and Cash Equivalents increased by 27% to P1.38 billion as of June 30, 2013 from P1.08 billion, which was what was recorded as of December 31, 2012. This was mainly due to a large collection made by EEI Corporation (Singapore) Pte. Ltd. related to the completion of its contract. Receivables decreased by 11%, from P3.85 billion to P3.44 billion during the period in review, part of it corresponding to the collection of Trade Receivables and Retention by EEI Corporation (Singapore) Pte. Ltd. Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts, or the Company’s jobs-in-process, increased by 49% to P2.07 billion since the end of 2012. Contributing to the increase in Assets is the 5% increase in value of Property and Equipment by P153.9 million, pertaining mainly to the on-going construction of the Company’s own 15MW Power Plant in Tagum, Davao del Norte under EEI Power Corporation, one of the local subsidiaries of the Company. Total Liabilities increased by 8% in the first half of 2013. As of the end of June 2013, Bank Loans, predominantly short term, reached P1.34 billion, from P440 million as of the end of 2012. Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts decreased by 14%, from P2.74 billion to P2.35 billion due to the recoupment of deposits from customers on various domestic projects. Additional loans made by EEI Power Corporation for the power plant created the 79% increase in the Net of Current Portion of Long-Term Debt. Stockholders’ Equity registered a 2% increase, from P5.14 billion as of December 2012 to P5.46 billion as of June 2013, mainly from Retained Earnings of the Company for the first semester, reduced by the Cash Dividend declaration of P0.20 per share in March 2013. The Company’s Book Value per Share was P5.27 while the Debt to Equity Ratio was P1.43:1.00 on a consolidated basis for the period under review vs. the P4.96 and P1.40:1.00 levels as of December 31, 2012. There are no known trends or commitments other than those presented in the financial statements which may have material impact on the Company’s liquidity. 4 Operating Highlights During the first half of 2013, EEI Corporation won the contracts to construct the following: Column Blocks for Keppel Philippines Marine, Inc. in Batangas; the Jetty Piping Modification for the JG Summit Naptha Cracker Plant in Simlong, Batangas; the Wind Tower 4 of SM Development Corporation in Tagaytay City, Cavite; Filinvest Festival Supermall Expansion of Filinvest Land, Inc. in Alabang, Muntinlupa City; North Luzon Expressway to McArthur Highway Link - Phase 2 of Manila North Tollways Corporation; the Food Processing Plant of North South Realty and Agricultural Development Corporation in Pasig City and Philsaga Gold Mining Upgrade of Philsaga Mining Corporation in Agusan del Sur. All these projects have a net selling price of P2.3 billion. The company is still working on the Grand Hyatt Center of Bonifacio Landmark Realty and Development Corporation at the Bonifacio Global City in Taguig City; the RCBC Savings Bank and Corporate Center also at the Bonifacio Global City; seven projects for SM Development Corporation, namely the Sun Residences Towers 1 and 2 in Quezon City, the Wind Residences Towers 1, 2 and 3 in Tagaytay City, the Green Residences in Manila City, the Mezza II Residences in Sta. Mesa, Manila City; the SM 3 e-Commerce Building of SM Investments Corporation at the Mall of Asia Complex in Pasay City; four projects for Megaworld Corporation, namely the One Central Building in Makati City, the 8 Forbestown and the Uptown Mall and BPO Offices in Bonifacio Global City, and the Eastwood LeGrand 3 in Quezon City; the Beacon Tower 2 of New Pacific Resources Management, Inc. in Makati City; the Anchor Skysuites of Gotamco Realty in Binondo, Manila; the Admiral Bay Suites for Admiral Realty Company, Inc. in Malate, Manila; the Third Atrium to Expand the Headquarters Building of the Asian Development Bank in Mandaluyong City; the Novotel Manila of Araneta Center Hotel, Inc. in Quezon City; the Levels Condominium Phase 1-A of Filinvest Land, Inc. in Alabang, Muntinlupa; the upgrade of the TPA CIL Gold Plant under ARCCON for Philsaga Mining Corporation in Agusan del Sur; civil and building works for ISBL area for the construction of the JG Summit Naptha Cracker Plant for Daelim Philippines, Inc. in Simlong, Batangas; the Engineering, Procurement and Construction package for the 20 Megawatt Maibarara Geothermal Power Plant between Batangas and Laguna for Petroenergy Resources Corporation; the Asphalt Plant Facility for Petron Corporation; 10 ML Concrete Reservoir and Pump Station Project for Manila Water Company, Inc. in Taguig City and the Taganito Nickel Hydrometallurgical Project under the JGC-Chiyoda joint venture in Claver, Surigao del Norte. The Communication, Navigation and Surveillance/Air Traffic Management Systems Development of the Department of Transportation and Communication under Sumitomo Corporation, which was suspended in 2011, will resume on August 12, 2013. In the first half of the 2013, Al Rushaid Construction Company, Ltd. (ARCC), EEI’s 49% owned entity in the Kingdom of Saudi Arabia (KSA) was awarded the construction of the 240MW Petrorabigh Power and Steam Generating Plant under Mitsubishi Heavy Industry; the Maintenance Contract of the Saudi Aramco Total Refining and Petrochemical Company’s refinery; and the Mechanical Works of the Port Facilities for SADARA Chemical Company. 5 The other ongoing projects of ARCC include the Hadeed Steel Making Plant and Water Treatment Plant for Danieli, under Inbesco; the Samco Acrylic Acid Project under Samsung; the Modification of 10 Ethylene Furnaces for Petrokemya, under Technip Saudi Arabia Ltd.; the Pipe Spools Fabrication for the Shaybah Increased Gas Handling Project for Saudi Aramco, under Samsung Engineering; the Saudi Aramco Mobil Refinery Clean Fuels Project under Worley Parsons; the Ammonia Energy Optimization Project for Al Bayroni, under Saudi Toyo Engineering Corporation; and Area 4 of the Sadara MFC Project, which involves the erection of 12 furnaces for SADARA Chemical Company, under Daelim. In June of 2013, EEI received two awards: ‘The Best Small Cap Company’ from Finance Asia, for the third time; and ‘The Best of Asia’ award from Corporate Governance Asia for being among the best in corporate governance, for the fourth consecutive year. The Company also won the ASEAN Business Award for the Employment - Large Company category, late last year. Outlook EEI Corporation continues to believe that the momentum in the increase in the number of projects in 2012 will be sustained in 2013. There is an expected increase in construction activities for infrastructure and industrial projects. There are also prospects for energy related projects that can be taken up by one of its subsidiaries. EEI is therefore continuing to focus on improving the delivery of its core products and services. In the Middle East, EEI, through ARCC, will continue to capitalize on its reputation and strong presence in the Kingdom in pursuing more construction projects. EEI will likewise continue with its efforts in pursuing other overseas projects outside the KSA, especially where it has already established itself as a reputable provider of construction services. Growth in the domestic sector for the medium term is expected to be sustained by varied building developments in areas such as Business Process Outsourcing, among others, in mining and power industries, as well as the development of structures to support tourism and residential acquisition which will be fuelled by OFW remittances. The government’s push for Public-Private Partnership Projects is also anticipated to boost the growth of the construction sector. As of the end of the first half of the year, the Company’s unworked portion of existing contracts stood at P27.06 billion, 45% of which are for domestic projects and the remaining 55% for foreign projects. Last year’s level for the same period was P22.85 billion. With this outlook, the Company is optimistic that its short-term and medium-term financial and strategic objectives will be achieved. 6 Key Performance Indicators The most significant key indicators of future performance of the company are the following: 1. Construction contracts and orders – denote the value of construction projects won by the Company from customers during the year and determines its revenue potential. Contracts and orders increase during an expansionary period when private business is on an investment mode, with significant capital expenditures allotted for new capacity and expansion and upgrading. In overseas markets, orders tend to rise when investors (quasi private/government entities) and corporations invest on new upstream and downstream petroleum facilities and new mining facilities. This usually happens during a period of prolonged high price of oil or basic metals/minerals which encourages capacity expansion projects and spurs new infrastructure projects in the host countries. The regime of high petroleum and metal prices has spurred increased construction activities in the Middle East, East Asia and Africa. 2. Production – represents the value of construction work accomplished by the Company during the period in review. It is synonymous to sales revenue since these are recognized at the value corresponding to the percentage of completion of the projects and orders. Production is determined by capacity in terms of manpower, equipment and management resources, and higher productivity of the factors of production. These translate to better financial performance. 3. Orders backlog – corresponds to the value of unfinished portions of projects; thus providing a measure of the near-term future source of production and revenues of the Company. Backlog has a tendency to increase during times when private companies (both local and foreign) are on an expansionary cycle, as they undertake capital expansion and/or modernization of their respective factories and plants. It also occurs when national and local government is on a pump priming mode of investing on infrastructure. Bigger backlog means a probability of higher profit in the future. 4. Liquidity – refers to existing cash and cash resources and the capability of the Company to quickly draw financial resources (such as working capital and other credit lines) to fund operations and construction activities. This ability to deploy financial resources is critical in fulfilling its contract obligations and ensuring the operational and financial viability of the Company. 7 8 Exhibit 1 EEI CORPORATION AND SUBSIDIARIES Interim Condensed Consolidated Financial Statements June 30, 2013 & 2012 (Unaudited) and December 31, 2012 (Audited) 9 EEI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION At June 30, 2013 and December 31, 2012 (In Thousand Pesos) June 30, 2013 (Unaudited) ASSETS Current Assets Cash and cash equivalents Receivables Costs and estimated earnings in excess of billings on uncompleted contracts Inventories Other current assets Total Current Assets Noncurrent Assets Investments in associate and joint venture Available-for-sale securities Property and equipment Investment properties Other noncurrent assets Total Noncurrent Assets TOTAL ASSETS December 31, 2012 (Audited) 1,375,004 3,436,772 1,079,610 3,848,491 2,071,810 418,238 965,602 8,267,426 1,390,689 400,817 819,556 7,539,163 1,096,760 150,042 3,349,248 249,072 180,591 5,025,713 13,293,139 1,040,573 132,323 3,195,306 281,994 182,520 4,832,716 12,371,879 1,340,000 3,257,295 440,000 3,325,431 LIABILITIES AND EQUITY Current Liabilities Bank loans Accounts payable & accrued expenses Billings in excess of costs and estimated earnings on uncompleted contracts Current portion of long-term debt Total Current Liabilities Noncurrent Liabilities Long-term debt - net of current portion Deferred tax liabilities Other noncurrent liabilities Total Noncurrent Liabilities Total Liabilities 2,350,012 500,000 7,447,307 2,743,986 500,000 7,009,417 375,458 2,559 4,163 382,180 7,829,487 209,750 2,559 6,986 219,295 7,228,712 Equity Capital stock Additional paid-in capital Cumulative translation adjustments Retained earnings Unrealized gain on available-for-sale securities Treasury stock 1,036,401 477,037 (55,031) 3,999,200 9,766 (3,721) 1,036,401 477,037 (151,963) 3,778,436 6,977 (3,721) 10 Total Equity TOTAL LIABILITIES AND EQUITY 5,463,652 13,293,139 5,143,167 12,371,879 EEI CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME For the periods ended June 30, 2013 and 2012 (In Thousand Pesos Except Earnings Per Share) APRIL TO JUNE JANUARY TO JUNE 2012 2013 2012 2,468,900 2,270,290 4,927,301 4,754,641 148,557 52,113 760,417 38,090 538,942 85,970 1,504,932 73,270 9,248 12,754 30,734 22,557 2,678,818 32,875 3,081,551 47,142 5,582,947 80,298 6,355,400 81,879 21,970 42,999 10,471 7,812 30,924 52,342 20,613 13,154 - 79,930 - 79,930 2,776,662 3,226,906 5,746,511 6,550,976 2,188,115 98,346 2,065,337 598,770 4,343,492 330,350 4,301,158 1,175,944 37,992 26,392 60,921 50,742 8,341 9,747 25,995 18,277 2,332,794 187,472 2,700,246 171,307 4,760,758 369,855 5,546,121 336,867 11,414 12,930 16,974 17,161 2,531,680 2,884,483 5,147,587 5,900,149 INCOME BEFORE INCOME TAX 244,982 342,423 598,924 650,827 PROVISION FOR INCOME TAX 66,533 104,252 170,880 197,731 178,449 238,171 428,044 453,096 0.172 0.230 0.413 0.437 REVENUE Construction contracts Services Merchandise sales Real estate sales Equity in net earnings of associate Interest income Other income Recovery on damaged properties 2013 COSTS AND EXPENSES Construction contracts Services Merchandise sales Real estate sales Selling and administrative expenses Interest expense NET INCOME EARNINGS PER SHARE 11 EEI CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the periods ended June 30, 2013 and 2012 (In Thousand Pesos) APRIL TO JUNE 2013 2012 JANUARY TO JUNE 2013 2012 NET INCOME 178,449 238,171 428,044 453,096 OTHER COMPREHENSIVE INCOME (LOSS) Cumulative translation adjustments 112,344 (41,750) 96,932 (63,064) Net unrealized gain on available-for-sale securities TOTAL COMPREHENSIVE INCOME 549 244 2,789 1,161 291,342 196,665 527,765 391,193 12 EEI CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS For the periods ended June 30, 2013 and 2012 (In Thousand Pesos) June 30, 2013 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax 598,924 Adjustments for: Interest expense 16,974 Depreciation and amortization 164,472 Effect of exchange rates 36,161 Equity in net earnings of associate (80,298) Interest income (30,924) Operating income before changes in working capital 705,309 Decrease (increase) in: Receivables 409,993 Cost and estimated earnings in excess of billings on uncompleted contracts (681,121) Inventories (17,421) Other current assets (146,046) Increase (decrease) in: Accounts payable & accrued expenses (130,484) Billings in excess of costs and estimated earnings on uncompleted contracts (393,974) Net cash generated from (used for) operations (253,744) Interest received 32,650 Interest paid (14,930) Income taxes paid (217,039) Net cash provided by (used in) operating activities (453,063) June 30, 2012 650,826 17,161 106,013 (26,470) (81,879) (20,613) 645,038 (880,636) (288,257) 40 (142,901) 419,791 807,127 560,202 21,656 (20,982) (168,819) 392,057 CASH FLOWS FROM INVESTING ACTIVITIES Net reduction in (additions to): Property and equipment Investment properties Available-for-sale securities Other noncurrent assets Dividends received Net cash used in investing activities (318,414) 32,922 (14,930) 1,929 84,882 (213,611) (887,043) 8,942 (6,322) 9,799 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bank loans Payments of bank loans Cash dividends paid Net cash provided by financing activities 1,180,708 (115,000) (103,640) 962,068 835,098 (360,348) (51,820) 422,930 NET INCR. (DECR.) IN CASH & CASH EQUIVALENTS CASH AND CASH EQUIVALENTS - BEGINNING 295,394 1,079,610 (59,637) 880,044 CASH AND CASH EQUIVALENTS - END 1,375,004 820,407 13 (874,624) EEI CORPORATION AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the periods ended June 30, 2013 and 2012 (In Thousand Pesos) Additional Paid-In Capital Capital Stock Cumulative Translation Adjustments Net Unrealized Gain on Available-forSale Securities Retained Earnings Treasury Stock Total (3,721) 5,143,167 For the period ended June 30, 2013 Balances at beginning of year 1,036,401 Net income Other comprehensive income Total comprehensive income Changes in subscription receivables Dividends declared 477,037 (151,963) 3,778,436 - - 96,932 428,044 - - 96,932 - 428,044 (207,280) 2,789 - (55,031) 3,999,200 9,766 - Balances at end of year 1,036,401 477,037 Balances at beginning of year 1,036,401 477,038 Net income Other comprehensive income (loss) – – – – Total comprehensive income (loss) Changes in subscription receivables Dividends declared – – – – – – 1,036,401 477,038 6,977 - 2,789 - - 428,044 99,721 - 527,765 (207,280) (3,721) 5,463,652 (3,721) 4,370,994 For the period ended June 30, 2012 Balances at end of year (51,025) – 2,906,843 5,458 453,096 – 1,161 – – 453,096 (61,903) – – – 391,193 – (103,640) (63,064) – (63,064) – 14 453,096 – (103,640) 1,161 – – (114,089) 3,256,299 6,619 (3,721) 4,658,547 EEI CORPORATION AND SUBSIDIARIES AGING OF TRADE & RETENTION RECEIVABLES AS OF JUNE 30, 2013 (In Thousand Pesos) 120 DAYS/ CURRENT EEI CORPORATION 30 DAYS 60 DAYS 90 DAYS OVER TOTAL 1,800,559 260,728 53,420 3,538 205,663 2,323,908 GULF ASIA INTERNATIONAL CORP. 23,068 15,075 10,468 4,322 11,923 64,856 EEI CONSTRUCTION & MARINE, INC. 13,006 22,249 6,550 2,388 4,728 48,921 EQUIPMENT ENGINEERS, INC. 32,673 6,806 3,567 268 17,969 61,283 10,679 14,579 EEI POWER CORPORATION 3,900 EEI REALTY CORPORATION 131,551 PHILMARK, INC. TOTAL 2,004,757 363 250 177 1,387 133,728 - - - 9,577 9,577 74,255 10,693 261,926 2,656,852 305,221 15 EEI CORPORATION AND SUBSIDIARIES UNAUDITED SEGMENT INFORMATION FOR THE PERIODS ENDED JUNE 30, 2013 AND 2012 (In Thousand Pesos) 2013 Assets Current assets Noncurrent assets Total Assets Domestic Foreign Combined Elimination Consolidated 7,823,156 4,876,722 7,649,655 3,292,983 15,472,811 8,169,705 (7,205,385) (3,143,992) 8,267,426 5,025,713 12,699,878 10,942,638 23,642,516 (10,349,377) 13,293,139 Liabilities Current liabilities Noncurrent liabilities 8,327,716 382,179 5,682,738 634,351 14,010,454 1,016,530 (6,563,147) (634,351) 7,447,307 382,179 Total Liabilities 8,709,895 6,317,089 15,026,984 (7,197,498) 7,829,486 Revenue Direct cost Operating expense Interest expense Other income (expense) Distribution of ARCC’s net income Income before tax Provision for income tax 5,465,688 (4,717,054) (365,347) (20,076) 87,425 450,636 (131,742) 5,950,956 (5,029,720) (630,276) (59,097) (83,575) 148,288 (39,138) 11,416,644 (9,746,774) (995,623) (20,076) 28,328 (83,575) 598,924 (170,880) (5,833,697) 4,986,017 625,768 3,102 54,937 163,873 - 5,582,947 (4,760,757) (369,855) (16,974) 83,265 80,298 598,924 (170,880) 318,894 109,150 428,044 (1,052,633) 11,335 962,068 880,247 286,388 (390,304) (172,416) 297,723 571,764 Net income Cash flows arising from: Operating activities Investing activities Financing activities 16 - (280,647) (511,334) 390,304 428,044 (453,063) (213,611) 962,068 2012 Domestic Foreign Combined Elimination Consolidated Assets Current assets 7,901,685 7,091,993 14,993,678 (7,041,174) 7,952,504 Noncurrent assets 4,526,043 3,535,485 8,061,528 (3,426,544) 4,634,984 12,427,728 10,627,478 23,055,206 (10,467,718) 12,587,488 8,071,958 5,751,817 13,823,775 (6,484,964) 7,338,811 Total Assets Liabilities Current liabilities Noncurrent liabilities Total Liabilities 590,130 939,235 1,529,365 (939,235) 590,130 8,662,088 6,691,052 15,353,140 (7,424,199) 7,928,941 Revenue 5,369,690 7,227,019 12,596,709 Direct cost (4,715,427) (6,210,581) (10,926,008) 5,379,887 (5,546,121) (324,152) (683,627) (1,007,779) 670,912 (336,867) Operating expense (6,241,309) 6,355,400 Interest expense (25,652) - (25,652) 8,491 (17,161) Other income (expense) 107,257 (8,479) 98,778 14,919 113,697 - (85,221) (85,221) 167,100 81,879 Distribution of ARCC’s net income Income before tax 411,716 239,111 650,827 - 650,827 Provision for income tax (124,825) (72,906) (197,731) - (197,731) Net income 286,891 453,096 - 453,096 166,205 Cash flows arising from: Operating activities 315,732 Investing activities Financing activities (63,305) 252,427 139,630 392,057 (876,157) 453,566 (422,591) (452,033) (874,624) 422,930 (105,885) 317,045 105,885 422,930 Notes to operating segments: 1. Intersegment revenues, cost and expenses, assets and liabilities are eliminated on consolidation. These are accounted for under PFRS. 2. The foreign segment above includes the results of operations of Al Rushaid Construction Company Ltd. (ARCC) at 100%. The consolidated financial statements of the Group present its 49% share in ARCC under the equity in net earnings account. 17 EEI CORPORATION AND SUBSIDIARIES Corporate Information EEI Corporation (the Parent Company) is a stock corporation incorporated on April 17, 1931 under the laws of the Philippines. The Parent Company is a subsidiary of House of Investments, Inc., which is also incorporated in the Philippines. The ultimate parent company of EEI Corporation and its subsidiaries (collectively referred to as the Group) is Pan Malayan Management and Investment Corporation (PMMIC). The registered office address of the Parent Company is No. 12 Manggahan Street, Bagumbayan, Quezon City. The Parent Company’s shares of stock are listed and are currently trading at the Philippine Stock Exchange (PSE). The Parent Company is engaged in general contracting and construction equipment rental. The Parent Company’s subsidiaries, associate and joint venture are mainly involved in the provision of manpower services, construction, trading of construction equipment and parts, power generation, steel fabrication and real estate. The accompanying interim consolidated financial statements of the Group were approved and authorized for issue by its Board of Directors (BOD) on August 12, 2013. 18 Item 1. Financial Statements Required Under SRC Rule 68.1 5. Earnings Per Share The following table presents information necessary to calculate basic earnings per share: (In Thousand Pesos) As of 6.30.13 428,044 1,036,401 P0.413 Net Income Issued and subscribed shares Earnings per share 6. As of 6.30.12 453,096 1,036,401 P0.437 The accompanying interim consolidated financial statements have been prepared in compliance with Philippine Financial Reporting Standards (PFRS). 7.a. Basis of Preparation The accompanying interim consolidated financial statements have been prepared on a historical cost basis, except available-for-sale (AFS) securities and investment properties which have been measured at fair value. The accompanying interim consolidated financial statements are presented in Philippine Peso (P =), which is also the Parent Company’s functional currency. Except as indicated, all amounts are rounded off to the nearest peso. Statement of Compliance The accompanying interim consolidated financial statements have been prepared in compliance with Philippine Financial Reporting Standards (PFRS) Changes in Accounting Policies and Disclosures The accounting policies adopted are consistent with those of the previous financial year except for the following new and amended PFRS and Philippine Accounting Standards (PAS) which were adopted as of January 1, 2013. Except as otherwise indicated, the adoption of these new accounting standards, amendments and interpretations have no material impact on the Group’s consolidated financial statements. • PFRS 7, Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities (Amendments) These amendments require an entity to disclose information about rights of set-off and related arrangements (such as collateral agreements). The new disclosures are required for all recognized financial instruments that are set off in accordance with PAS 32. These disclosures also apply to recognized financial instruments that are subject to an enforceable master netting arrangement or ‘similar agreement’, irrespective of whether they are set-off in accordance with PAS 32. The amendments require entities to disclose, in a tabular format unless another format is more appropriate, the following minimum quantitative information. This is presented separately for financial assets and financial liabilities recognized at the end of the reporting period: a) The gross amounts of those recognized financial assets and recognized financial liabilities; b) The amounts that are set off in accordance with the criteria in PAS 32 when determining the net amounts presented in the statement of financial position; c) The net amounts presented in the statement of financial position; d) The amounts subject to an enforceable master netting arrangement or similar agreement that are not otherwise included in (b) above, including: 19 i. Amounts related to recognized financial instruments that do not meet some or all of the offsetting criteria in PAS 32; and ii. Amounts related to financial collateral (including cash collateral); and e) The net amount after deducting the amounts in (d) from the amounts in (c) above. The amendments to PFRS 7 are to be retrospectively applied and are effective for annual periods beginning on or after January 1, 2013. The amendments affect disclosures only and have no impact on the Group’s financial position or performance. • PFRS 10, Consolidated Financial Statements PFRS 10 replaces the portion of PAS 27, Consolidated and Separate Financial Statements, that addresses the accounting for consolidated financial statements. It also includes the issues raised in SIC 12, Consolidation - Special Purpose Entities. PFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by PFRS 10 will require management to exercise significant judgment to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the requirements that were in PAS 27. The standard becomes effective for annual periods beginning on or after January 1, 2013. • PFRS 11, Joint Arrangements PFRS 11 replaces PAS 31, Interests in Joint Ventures, and SIC 13, Jointly Controlled Entities - Non-Monetary Contributions by Venturers. PFRS 11 removes the option to account for jointly controlled entities using proportionate consolidation. Instead, jointly controlled entities that meet the definition of a joint venture must be accounted for using the equity method. The standard becomes effective for annual periods beginning on or after January 1, 2013. The Group does not expect a significant impact from the adoption of this item new standard because it already adopts the equity method of accounting for its investments in associate and joint venture. • PFRS 12, Disclosure of Interests in Other Entities PFRS 12 includes all of the disclosures related to consolidated financial statements that were previously in PAS 27, as well as all the disclosures that were previously included in PAS 31 and PAS 28, Investments in Associates. These disclosures relate to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. The standard becomes effective for annual periods beginning on or after January 1, 2013. The adoption of PFRS 12 will affect disclosures only and have no impact on the Group’s financial position or performance. • PFRS 13, Fair Value Measurement PFRS 13 establishes a single source of guidance under PFRSs for all fair value measurements. PFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under PFRS when fair value is required or permitted. This standard should be applied prospectively as of the beginning of the annual period in which it is initially applied. Its disclosure requirements need not be applied in comparative information provided for periods before initial application of PFRS 13. The standard becomes effective for annual periods beginning on or after January 1, 2013. 20 • PAS 1, Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income or OCI (Amendments) The amendments to PAS 1 change the grouping of items presented in OCI. Items that can be reclassified (or “recycled”) to profit or loss at a future point in time (for example, upon derecognition or settlement) will be presented separately from items that will never be recycled. The amendments affect presentation only and have no impact on the Group’s financial position or performance. The amendment becomes effective for annual periods beginning on or after July 1, 2012. The amendments will be applied retrospectively and will result to the modification of the presentation of items of OCI. • PAS 27, Separate Financial Statements (as revised in 2011) As a consequence of the issuance of the new PFRS 10 and PFRS 12, what remains of PAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in the separate financial statements. The standard is applicable with no significant impact on the Group’s financial position or performance. The amendment becomes effective for annual periods beginning on or after January 1, 2013. • PAS 28, Investments in Associates and Joint Ventures (as revised in 2011) As a consequence of the issuance of the new PFRS 11 and PFRS 12, PAS 28 has been renamed PAS 28, Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. The standard is applicable with no significant impact on the Group’s financial position or performance. The amendment becomes effective for annual periods beginning on or after January 1, 2013. • PFRS 1, First-time Adoption of PFRS – Government Loans The amendments clarify the retrospective application of the requirements of PFRS 9, Financial Instruments and PAS 20, Government Grants on existing government loans at the date of transition if the information needed to do so has been obtained at the time of initially accounting for the loans; otherwise, allows prospective application, where, first-time adopters shall not recognize the benefits of the government loans at a below-market interest rate as government grant. Subsequent to the adoption of PFRS, government loans are recognized in accordance with PFRS 9. Since the Parent Company has not yet adopted PFRS 9, references made therein shall be read as references to PAS 39. The amendments do not apply to the Parent Company as it is not a first-time adopter of PFRS. • Philippine Interpretation IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine This interpretation applies to waste removal (stripping) costs incurred in surface mining activity, during the production phase of the mine. The interpretation addresses the accounting for the benefit from the stripping activity. The interpretation is effective for annual periods beginning on or after January 1, 2013. This new interpretation is not relevant to the Group. PAS 19, Employee Benefits (Revised) Amendments to PAS 19 range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and rewording. The revised standard also requires new disclosures such as, among others, a sensitivity analysis for each significant actuarial assumption, information on asset-liability matching strategies, duration of the defined benefit obligation, and disaggregation of plan assets by nature and risk. 21 The amendments become effective for annual periods beginning on or after January 1, 2013. Once effective, the Group has to apply the amendments retroactively to the earliest period presented. • • Effective in 2014 PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities (Amendments) The amendments clarify the meaning of “currently has a legally enforceable right to set-off” and also clarify the application of the PAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendments affect presentation only and have no impact on the Group’s financial position or performance. The amendments to PAS 32 are to be retrospectively applied for annual periods beginning on or after January 1, 2014. Philippine Interpretation IFRIC 15, Agreements for the Construction of Real Estate This interpretation covers accounting for revenue and associated expenses by entities that undertake the construction of real estate directly or through subcontractors. The SEC and the Financial Reporting Standards Council (FRSC) have deferred the affectivity of this interpretation until the final Revenue standard is issued by the International Accounting Standards Board (IASB) and an evaluation of the requirements of the final Revenue standard against the practices of the Philippine real estate industry is completed. The Group does not expect a significant impact upon adoption of this standard as the Group recognizes revenues only when the projects are substantially completed. Annual Improvements to PFRSs (2009-2011 cycle) The Annual Improvements to PFRSs (2009-2011 cycle) contain non-urgent but necessary amendments to PFRSs. The amendments are effective for annual periods beginning on or after January 1, 2013 and are applied retrospectively. Earlier application is permitted. • PFRS 1, First-time Adoption of PFRS - Borrowing Costs The amendment clarifies that, upon adoption of PFRS, an entity that capitalized borrowing costs in accordance with its previous generally accepted accounting principles, may carry forward, without any adjustment, the amount previously capitalized in its opening statement of financial position at the date of transition. Subsequent to the adoption of PFRS, borrowing costs are recognized in accordance with PAS 23, Borrowing Costs. The amendment does not apply to the Group as it is not a first-time adopter of PFRS. • PAS 1, Presentation of Financial Statements - Clarification of the Requirements for Comparative Information The amendments clarify the requirements for comparative information that are disclosed voluntarily and those that are mandatory due to retrospective application of an accounting policy, or retrospective restatement or reclassification of items in the financial statements. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The additional comparative period does not need to contain a complete set of financial statements. On the other hand, supporting notes for the third balance sheet (mandatory when there is a retrospective application of an accounting policy, or retrospective restatement or reclassification of items in the financial statements) are not required. 22 The amendments affect disclosures only and have no impact on the Group’s financial position or performance. • PAS 16, Property, Plant and Equipment - Classification of Servicing Equipment The amendment clarifies that spare parts, stand-by equipment and servicing equipment should be recognized as property, plant and equipment when they meet the definition of property, plant and equipment and should be recognized as inventory if otherwise. The amendment will not have any significant impact on the Group’s financial position or performance. • PAS 32, Financial Instruments: Presentation - Tax Effect of Distribution to Holders of Equity Instruments The amendment clarifies that income taxes relating to distributions to equity holders and to transaction costs of an equity transaction are accounted for in accordance with PAS 12. • PAS 34, Interim Financial Reporting - Interim Financial Reporting and Segment Information for Total Assets and Liabilities The amendment clarifies that the total assets and liabilities for a particular reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker and there has been a material change from the amount disclosed in the entity’s previous annual financial statements for that reportable segment. The amendment affects disclosures only and has no impact on the Group’s financial position or performance. Basis of Consolidation and Investments in Subsidiaries The consolidated financial statements include the Parent Company and the following companies that it controls: Place of Incorporation EEI (BVI) Limited (EEI BVI) and Subsidiaries British Virgin Islands Clear Jewel Investments, Ltd. (CJIL) British Virgin Islands EEI Corporation (Singapore) Pte. Ltd Singapore EEI Nouvelle-Caledonie SARL New Caledonia Nimaridge Investments, Limited and Subsidiary British Virgin Islands EEI (PNG) Ltd. Papua New Guinea United States of EEI Corporation (Guam), Inc. America EEI Construction and Marine, Inc. (EEI Marine) Philippines EEI Realty Corporation (EEI Realty) Philippines EEI Subic Corporation Philippines Equipment Engineers, Inc. (EE) Philippines EEI Power Corporation (EEI Power) Philippines Gulf Asia International Corporation (GAIC) Philippines GAIC Professional Services, Inc. (GAPSI) Philippines GAIC Manpower Services, Inc. (GAMSI) Philippines Bagumbayan Equipment & Industrial Products, Inc. Philippines Philmark, Inc. Philippines Philrock Construction and Services, Inc. Philippines 23 Effective Percentage of Ownership 2012 2011 June 2013 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. All intragroup balances, transactions, unrealized gains and losses resulting from intra-group transactions and dividends are eliminated in full. Losses within a subsidiary are attributed to the noncontrolling interest even if that results in a deficit balance. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: • Derecognizes the assets (including goodwill) and liabilities of the subsidiary • Derecognizes the carrying amount of any noncontrolling interest • Derecognizes the cumulative translation differences, recorded in equity • Recognizes the fair value of the consideration received • Recognizes the fair value of any investment retained • Recognizes any surplus or deficit in consolidated statements of income • Reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss or retained earnings, as appropriate Significant Accounting Policies Cash and Cash Equivalents Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value. Financial Assets and Financial Liabilities Date of Recognition The Group recognizes a financial asset or a financial liability in the consolidated statement of financial position when it becomes a party to the contractual provisions of the instrument. Purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace are recognized on the settlement date. The Group follows the settlement date accounting where an asset to be received and liability to be paid are recognized on the settlement date and derecognition of an asset that is sold and the recognition of a receivable from the buyer are recognized on the settlement date. Initial Recognition of Financial Assets and Financial Liabilities All financial assets and financial liabilities are initially recognized at fair value. Except for securities at fair value through profit or loss (FVPL), the initial measurement of financial assets and liabilities includes transaction costs. The Group classifies its financial assets in the following categories: financial assets at FVPL, held-to-maturity (HTM) investments, AFS securities, and loans and receivables. The Group classifies its financial liabilities into financial liabilities at FVPL and other financial liabilities. The classification depends on the purpose for which the investments were acquired and whether they are quoted in an active market. Management determines the classification of its investments at initial recognition and, where allowed and appropriate, re-evaluates such designation at every reporting date. The Group has no financial assets and financial liabilities at FVPL and HTM investments as at June 30, 2013 and 2012. 24 Determination of Fair Value The fair value for financial instruments traded in active markets at the reporting date is based on their quoted market price or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. When current bid and asking prices are not available, the price of the most recent transaction is used since it provides evidence of the current fair value as long as there has not been a significant change in economic circumstances since the time of the transaction. For all other financial instruments not listed in an active market, the fair value is determined by using appropriate valuation techniques. Valuation techniques include discounted cash flow methodologies, comparison to similar instruments for which market observable prices exist, and other relevant valuation models. Derivatives recorded at FVPL The Group entered into derivative transactions. Derivative instruments (including embedded derivatives) are carried and recorded in the consolidated statement of financial position at fair value. Any gains or losses arising from changes in fair value on derivatives during the year that do not qualify for hedge accounting were taken directly to the “Foreign exchange gain (loss) - net” account in the consolidated statement of income. Embedded derivatives that are bifurcated from the host financial and non-financial contracts are also accounted for at FVPL. An embedded derivative is separated from the host contract and accounted for as a derivative if all of the following conditions are met: a) the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristic of the host contract; b) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and c) the hybrid or combined instrument is not recognized at FVPL. The Group assesses whether embedded derivatives are required to be separated from the host contracts when the Group first becomes a party to the contract. Reassessment of embedded derivatives is only done when there are changes in the contract that significantly modifies the contractual cash flows that would otherwise be required. Day 1 Difference Where the transaction price in a non-active market is different to the fair value from other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable market, the Group recognizes the difference between the transaction price and fair value (a Day 1 difference) in the consolidated statement of income unless it qualifies for recognition as some other type of asset. In cases where use is made of data which is not observable, the difference between the transaction price and model value is only recognized in the consolidated statement of income when the inputs become observable or when the instrument is derecognized. For each transaction, the Group determines the appropriate method of recognizing the Day 1 difference amount. HTM Investments Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as HTM investments when the Group has the positive intention and ability to hold it to maturity. After initial measurement, HTM investments are measured at amortized cost using the effective interest rate (EIR) method, less impairment. 25 Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in interest income in the consolidated statement of income. The losses arising from impairment are recognized in the consolidated statement of income in finance costs. The Group did not have any HTM investments as at June 30, 2013 and 2012. Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortized cost using the EIR method less any allowance for impairment. Amortized cost is calculated taking into account any discount or premium on acquisition and include fees that are an integral part of the EIR and transaction costs. Long-term receivables are valued using the discounted cash flow methodology. Gains and losses are recognized in the consolidated statement of income when the loans and receivables are derecognized or impaired, as well as through the amortization process. Loans and receivables which are expected to be realized within twelve months from the reporting date are classified under current assets. Otherwise, these are classified as noncurrent assets. The Group’s loans and receivables principally include cash and cash equivalents, trade receivables (including retention receivables), consultancy fees, other receivables, due from related parties, miscellaneous deposits and receivable from EEI Retirement Fund, Inc. AFS Securities AFS securities are those non-derivative financial assets that are designated as AFS or are not classified in any of the three other categories. After initial recognition, AFS securities are measured at fair value with gains or losses being recognized as a separate component of the equity until the investment is derecognized or until the investment is determined to be impaired at which time the cumulative gain or loss previously reported in the equity is included in the consolidated statement of income. AFS securities which are expected to be sold within twelve months from the reporting date are classified under current assets. Otherwise, these are classified as noncurrent assets. The fair value of investments that are actively traded in organized financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date. For investments where there is no active market, except for investments in unquoted AFS securities, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions, reference to the current market value of another instrument which is substantially the same, discounted cash flow analysis and option pricing models. In the absence of a reliable basis of determining fair value, investments in unquoted AFS securities are carried at cost less allowance for impairment losses, if any. The Group’s AFS securities represent investments in quoted and unquoted golf, club and equity shares. Other Financial Liabilities Other financial liabilities are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These liabilities are carried at cost or amortized cost in the consolidated statement of financial position. Amortization is determined using EIR method. Amortized cost is calculated by taking into account any 26 discount or premium on the issue and fees that are integral part of the EIR. Other financial liabilities which are expected to be settled within twelve months from the reporting date are classified under current liabilities. Otherwise, these are classified as noncurrent liabilities. Gains and losses are recognized in the consolidated statement of income when the liabilities are derecognized. This accounting policy relates to the consolidated statement of financial position captions “Bank loans”, “Accounts payable and accrued expenses”, “Due to related parties” and “Long-term debt” and lease liability under “Other noncurrent liabilities”. Impairment of Financial Assets The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that a borrower or a group of borrowers is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Assets Carried at Amortized Cost If there is objective evidence that an impairment loss on loans and receivables carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original EIR (that is, the EIR computed at initial recognition). The carrying amount of the asset shall be reduced either directly or through the use of an allowance account. The amount of the loss shall be recognized in the consolidated statement of income. Loans and receivables, together with the associated allowance accounts, are written off when there is no realistic prospect of future recovery and all collateral has been realized. If, in a subsequent period, the amount of the impairment loss decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. Any subsequent reversal of an impairment loss is recognized in the consolidated statement of income, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date. Assets Carried at Cost If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value cannot be reliably measured, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. AFS Securities For AFS securities, the Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity investments classified as AFS securities, this would include a significant or prolonged decline in the fair value of the investments below its cost. 27 Where there is evidence of impairment, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in the consolidated statement of comprehensive income - is removed from equity and recognized in the consolidated statement of income. Impairment losses on equity investments are not reversed through the consolidated statement of income. Increases in fair value after impairment are recognized directly in the consolidated statement of comprehensive income. Derecognition of Financial Assets and Liabilities Financial Assets A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized when: (a) the rights to receive cash flows from the asset have expired; or (b) the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay them in full without material delay to a third party under a “pass-through” arrangement; and either (i) has transferred substantially all the risks and rewards of the asset, or (ii) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Where the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Financial Liabilities A financial liability is derecognized when the obligation under the liability is discharged or cancelled or has expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the consolidated statement of income. Offsetting Financial assets and financial liabilities are only offset and the net amount reported in the consolidated statement of financial position when there is a currently enforceable legal right to offset the recognized amounts and the Group intends to either settle on a net basis, or to realize the asset and the liability simultaneously. Inventories Inventories are stated at the lower of cost and net realizable value (NRV). Cost includes purchase price and other costs directly attributable to its acquisition such as non-refundable taxes, handling and transportation cost. The cost of real estate inventories includes (a) land cost; (b) freehold and leasehold rights for land; (c) amounts paid to contractors for construction; (d) borrowing costs, planning and design cost, cost of site preparation, professional fees, property taxes, construction overheads and other related costs. Non refundable commissions paid to sales or marketing agents on the sale of real estate units are expensed when paid. 28 Cost of inventories is generally determined using the moving-average method, except for land inventory of EEI Realty, which is accounted for using the specific identification method. NRV is the selling price in the ordinary course of business, based on the market prices at the reporting date and discounted for the time value of money if material, less the estimated costs of completion of inventories and the estimated costs necessary to sell. Other Current Assets Other current assets pertain to other resources controlled by the Group as a result of past events and from which future economic benefits are expected to flow to the Group within the reporting period. Investments in Associate and Joint Venture The Group has 49% investment in Al-Rushaid Construction Company Limited (ARCC) which is incorporated and based in the Kingdom of Saudi Arabia and is currently accounted for as an associate. It also has 50% investment in ECW Joint Venture, Inc. (ECW) which is currently accounted for as a joint venture. The reporting dates and the accounting policies of the associate and joint venture conform to those used by the Group for like transactions and events in similar circumstances. Investments in associate and joint venture which are jointly controlled entities are accounted for under the equity method of accounting. Under this method, the cost of investment is increased or decreased by the equity in the associate and joint venture’s net earnings or losses since the date of acquisition and reduced by dividends received. Unrealized intercompany profits are eliminated up to the extent of the proportionate share thereof. Investments in Foreign Securities The group does not have any investment in foreign securities as of June 30, 2013 and 2012. Property and Equipment Property and equipment, except for land, are stated at cost, less accumulated depreciation and amortization and impairment loss, if any. Land is carried at cost less any impairment in value. The initial cost of property and equipment consists of its purchase price, including import duties, taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditures incurred after the assets have been put into operation, such as repairs and maintenance, are normally charged to operation in the year in which the costs are incurred. In situations where it can be clearly demonstrated that the expenditures have resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property and equipment beyond its originally assessed standard of performance, the expenditures are capitalized as an additional cost of property and equipment. Depreciation is computed using the straight-line method over the following estimated useful lives: Number of years Machinery, tools and construction equipment 5 – 10 Buildings and improvements 20 Furniture, fixtures and office equipment 2 – 10 Transportation and service equipment 4 29 Amortization of leasehold improvements is computed over the estimated useful life of the improvement or term of the lease, whichever is shorter. Construction in progress represents property and equipment under construction and is stated at cost. This includes cost of construction and equipment and other direct costs. Construction in progress is not depreciated until such time that the relevant assets are ready for their intended use. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of income in the year the asset is derecognized. When assets are retired or otherwise disposed of, the cost and their related accumulated depreciation and amortization and any impairment in value are removed from the accounts and any resulting gain or loss is credited to or charged against current operations. The assets’ residual values, useful lives and methods of depreciation and amortization are reviewed, and adjusted if appropriate, at each financial year-end. Investment Properties Investment properties, except for land, are stated at cost less accumulated depreciation and impairment loss, if any, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met. Land is carried at cost less any impairment in value. Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in the consolidated statement of income in the year of retirement or disposal. Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner-occupied property or inventory, the deemed cost for subsequent accounting is the carrying value of the investment property transferred at the date of change in use. If owner-occupied property or inventory becomes an investment property, the Group accounts for such property in accordance with the policy stated under property and equipment or inventory, respectively, up to the date of change in use. Depreciation is computed using the straight-line method over the estimated useful life of 15 to 20 years. Software Costs Software costs are stated at cost less accumulated amortization and any impairment in value. Costs related to software purchased by the Group for use in the operations are amortized on a straight-line basis over a period of 3 years. Costs associated with developing and maintaining computer software programs are recognized as an expense when incurred. Costs that are directly associated with identifiable and unique software controlled by the Group and will generate economic benefits exceeding costs beyond one year, are recognized as intangible assets to be measured at cost less accumulated amortization and provision for impairment losses, if any. 30 Impairment of Non-financial Assets For property and equipment, software costs, investments in associate and joint venture and investment properties, the Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost to sell, recent market transactions are taken into account, if available. If no such transaction can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation and amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of income unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such reversal, the depreciation and amortization charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Fair Value Hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: techniques which use inputs have a significant effect on the recorded fair value that are not based on observable market data. The quoted AFS securities of the Group fall under level 1 as at June 30, 2013 and 2012. The Group has no financial assets that fall under level 2 and 3 as at June 30, 2013 and 2012. There were no transfers between levels in 2013 and 2012. 7.b. We have nothing to disclose in notes to financial statements regarding seasonality or cyclicality as it has no material effect on our interim operations. 7.c . Nature and amount of items affecting assets, liabilities, equity, net income, or cash flows that are unusual because of their nature, size, or incidents: 31 Cash and Cash Equivalents (In Thousand Pesos) 06.30.13 1,351 1,200,778 172,875 1,375,004 Cash on hand Cash in banks Short-term investments 12.31.12 3,374 806,044 270,192 1,079,610 Cash in banks earns interest at the respective bank deposit rates. Short-term investments are made for varying periods up to three months depending on the immediate cash requirements of the Group and earn interest at the respective shortterm investment rates. Receivables (In Thousand Pesos) Trade receivables Retention receivables Advances to suppliers and subcontractors Consultancy fees Advances to officers and employees Other receivables Less: Allowance for doubtful accounts 06.30.13 1,373,415 1,283,437 584,548 185,122 39,169 185,683 3,651,374 214,602 3,436,772 12.31.12 1,958,850 1,269,604 482,095 166,068 19,189 186,380 4,082,186 233,695 3,848,491 06.30.13 381,338 12.31.12 363,525 35,609 43 1,248 36,900 418,238 25,109 12,073 110 37,292 400,817 Inventories . (In Thousand Pesos) Land at cost At NRV : Merchandise Spare parts and supplies Construction materials Other Current Assets (In Thousand Pesos) Receivables from EEI Retirement Fund Inc. - net Input value-added tax (VAT) Prepaid taxes Prepaid expenses Miscellaneous deposits Restricted cash investment Supplies and others 32 06.30.13 434,107 338,415 99,236 39,683 43,038 6,471 4,652 965,602 12.31.12 476,022 226,151 7,249 44,304 53,709 6,566 5,555 819,556 Investments in Associate and Joint Venture (In Thousand Pesos) 06.30.13 Acquisition cost: Balance at beginning of year Disposal Balance at end of period Accumulated equity in net earnings: Balance at beginning of year Equity in net earnings for the period Dividends Balance at end of period Subtotal Cumulative translation adjustments 28,223 28,223 12.31.12 28,223 28,223 1,144,466 80,298 (84,882) 1,139,882 1,168,105 (71,345) 1,096,760 1,044,416 431,115 (331,065) 1,144,466 1,172,689 (132,116) 1,040,573 06.30.13 23,163 126,879 150,042 12.31.12 20,443 111,880 132,323 Available-for-sale Securities (In Thousand Pesos) Quoted shares Unquoted shares Rollforward analysis of this account follows: Balance at beginning of year Acquisitions Disposals Net unrealized gain recognized in other comprehensive income 06.30.13 P = 132,323 14,930 12.31.12 P = 130,804 - 2,789 P =150,042 1,519 P = 132,323 06.30.13 12.31.12 2,578,624 906,012 516,012 216,607 4,217,255 1,407,441 2,809,814 539,434 3,349,248 2,524,454 894,892 486,039 197,583 4,102,968 1,255,553 2,847,415 347,891 3,195,306 06.30.13 119,168 25,272 27,891 8,260 180,591 12.31.12 119,168 28,139 26,091 9,122 182,520 Property and Equipment (In Thousand Pesos) At cost: Machinery, tools & construction equipment Land, buildings and improvements Furniture, fixtures and office equipment Transportation and service equipment Less: Accumulated depreciation & amortization Construction in progress Other Noncurrent Assets (In Thousand Pesos) Deferred income tax Software cost Net retirement asset Others 33 Bank Loans (In Thousand Pesos) 06.30.13 1,165,000 175,000 1,340,000 Secured bank loans Unsecured bank loans 12.31.12 350,000 90,000 440,000 Bank loans consist of Peso-denominated bank loans with annual interest rates ranging from 3.75 % to 4.25% as of June 30, 2013 and December 31, 2012. The secured bank loans are collateralized by an assignment of the Parent Company’s construction contract with a certain customer with a total contract value of P1.36 billion as at June 30, 2013. Accounts Payable and Accrued Expenses (In Thousand Pesos) Accounts payable Accrued expenses Retention payable Deferred output taxes Dividends payable Advances from joint venture partners Payable to EEI Retirement Fund Inc. Others 06.30.13 1,505,307 449,078 419,703 264,276 103,640 32,382 482,909 3,257,295 12.31.12 1,642,218 438,987 365,312 274,727 32,382 165,821 405,984 3,325,431 06.30.13 12.31.12 Long-term Debt (In Thousand Pesos) Parent Company a. Private placement fixed-rate corporate promissory notes with effective interest of 6.25% per annum EEI Power Corporation b. Peso-denominated seven (7) year term loan, payable quarterly starting June 2014 with interest of 6.50% per annum inclusive of two (2) year grace period on principal amortization Less: current portion 500,000 500,000 375,458 875,458 500,000 375,458 209,750 709,750 500,000 209,750 7.d . There was no change in amount reported in prior financial year that have material effect in the current interim period. 7.e . As of June 30, 2013, availment of loans amounted to P1.2 billion while repayment is P115 million. 34 7.f . The BOD of the Parent Company in its meeting held on March 25, 2013 declared a cash dividend of P0.20 per share to common stockholders of record broken down as follows: Record Date April 11, 2013 June 03, 2013 September 02, 2013 December 02, 2013 Payment Date April 29, 2013 June 28, 2013 September 26, 2013 December 26, 2013 Amount P0.05 per share P0.05 per share P0.05 per share P0.05 per share 7.g . 7.h . Segment Information - Please refer to pages 12 and 13. 7.i. There was no material change in the composition of the issuer during the interim period, including business combinations, acquisition or disposal of subsidiaries and long-term investments, restructurings, and discontinuing operations. 7.j. There was no material change in contingent liabilities or contingent assets since the last annual statement of financial position. 7.k . Commitments and Contingencies There was no material event subsequent to the end of the interim financial period that has not been reflected in the interim consolidated financial statements. a.) Surety Arrangement and Guarantees The Parent Company is contingently liable for guarantees arising in the ordinary course of business, including performance, surety and warranty bonds for various construction projects amounting to P7.2 billion and P7.0 billion as of June 30, 2013 and December 31, 2012, respectively. b.) Standby Letters of Credit The Company has outstanding irrevocable domestic standby letters of credit amounting to P1.2 billion and P942.4million as of June 30, 2013 and December 31, 2012, respectively, from local banks which are used for bidding and as a guarantee for the down payments received from its ongoing construction projects. The Group also has outstanding irrevocable foreign standby letters of credit amounting to USD 1.9 million and JPY 13.4 million as of June 30, 2013 and end 2012. c.) Contingencies There are pending legal cases against the Company that are being contested by the Company and its legal counsels. Management and its legal counsels believe that the final resolution of these cases will not have immediate material effect on the financial position and operating results of the Company. 35 7.l Market Information Quarterly high, low and closing prices of the Company: 2013 January – March April – June High 13.40 15.90 Low 10.10 11.10 Close 13.10 13.24 2012 January – March April – June July – September October – December 6.10 6.62 8.72 10.10 3.44 5.63 6.38 8.41 6.07 6.38 8.65 10.10 As of August 14, 2013, the market price of the Company’s common shares is P12.60 per share. 36 Item 2 Management’s Discussion and Analysis (MDA) of Financial Position and Results of Operations. 2.e. Material change/s (5% or more) from period to period in one or more line items of the issuer’s financial statements. Statements of Financial Position (In Thousand Pesos) Cash and cash equivalents Receivables Costs and estimated earnings in excess of billings on uncompleted contracts Other current assets Available-for-sale securities Investments in associate and joint venture Property and equipment Investment properties Bank Loans Billings in excess of costs & estimated earnings on uncompleted contracts Long-term debt - net of current portion Other noncurrent liabilities Cumulative translation adjustments Retained earnings Net unrealized gain on available-for-sale securities Statements of Income (In Thousand Pesos) Services Merchandise sales Real estate sales Cost of services Cost of merchandise sales Cost of real estate sold Interest income Other income Recovery on damaged properties Selling and administrative expenses Provision for income tax 06.30.13 (Unaudited) 1,375,004 3,436,772 12.31.12 Increase (Decrease) (Audited) Amount % 1,079,610 295,394 27% 3,848,491 (411,719) -11% 2,071,810 965,602 150,042 1,390,689 819,556 132,323 681,121 146,046 17,719 49% 18% 13% 1,096,760 3,349,248 249,072 1,340,000 1,040,573 3,195,306 281,994 440,000 56,187 153,942 (32,922) 900,000 5% 5% -12% 205% 2,350,012 375,458 4,163 (55,031) 3,999,200 2,743,986 209,750 6,986 (151,963) 3,778,436 (393,974) 165,708 (2,823) (96,932) 220,764 -14% 79% -40% -64% 6% 9,766 6,977 2,789 40% For the period ending 06.30.13 06.30.12 (Unaudited) (Unaudited) 538,942 1,504,932 85,970 73,270 30,734 22,557 330,350 1,175,944 60,921 50,742 25,995 18,277 30,924 20,613 52,342 13,154 79,930 369,855 336,867 170,880 197,731 37 Increase (Decrease) Amount (965,990) 12,700 8,177 (845,594) 10,179 7,718 10,311 39,188 (79,930) 32,988 (26,851) % -64% 17% 36% -72% 20% 42% 50% 298% -100% 10% -14% EEI CORPORATION AND SUBSIDIARIES ANALYTICAL REVIEW JUNE 30, 2013 Consolidated Statement of Financial Position Accounts Cash and cash equivalents The increase of P295.4 million or 27% is due to significant increase in collection during the first half of 2013 amounting to US$ 8.8 million, by EEI Corporation (Singapore) Pte. Ltd., a foreign subsidiary of EEI BVI Ltd. Receivables The net decrease of P411.7 million or 11% is due to collection of retention and trade receivables by EEI Corporation (Singapore) Pte. Ltd. Costs and estimated earnings in excess of billings on uncompleted contracts The increase of P681.1 million or 49% is mainly due to cost incurrence of major on-going domestic projects which include JG Summit Naptha Cracker Project for Daelim Phils. Inc.; Sun Residences for SM Development Corp.; 10ML Concrete Reservoir & Pump Station Project for Manila Water Company, Inc. and Anchor Skysuites for Gotamco Realty. Other current assets The increase of P146.0 million or 18% is basically due to increase in input value added taxes and various prepaid taxes amounting to P112.3 million and P85.8 million, respectively. Available-for-sale securities The increase of P17.7 million or 13% is mainly due to acquisition of Hermosa Ecozone Development Corporation’s shares from Seafront Resources Corporation by the Parent Company amounting to P15 million. Investments in associate and joint venture The increase of P56.2 million or 5% is attributed mainly to the additional equity in net earnings from Al Rushaid Construction Company Ltd. (ARCC), an associate of EEI BVI Ltd., a foreign subsidiary of EEI Corporation. Property and equipment The net increase of P153.9 million or 5% pertains mainly to the on-going construction of 15MW Daneco Power Plant Project located in Tagum, Davao del Norte, by EEI Power Corporation, a local subsidiary of the Company. Investment properties The net decrease of P32.9 million or 12% is attributed mainly to the following: a. sale of three (3) condominium units and one (1) parking slot by Parent Company located at Manggahan Village, Pasig City and Fairways Tower, Fort Bonifacio District, Taguig City. b. reclassification of accounts from investment properties to inventory amounting to P22.0 million, by EEI Realty Corporation, another local subsidiary of the Company. Bank loans The net increase of P900.0 million or 205% is due to availment of short term loans by Parent Company amounting to P1.0 billion, from Bank of the Philippine Islands, Landbank of the Phils. and Multinational Investment Bancorporation. 38 Billings in excess of costs and estimated earnings on uncompleted contracts The decrease of P394.0 million or 14% is due to recoupment of downpayment from customers on various ongoing domestic projects by Parent Company which include Novotel Manila Hotel of Araneta Center Hotel, Inc.; JG Summit Naptha Cracker Project for Daelim Philippines Inc.; 20 Megawatt Maibarara Geothermal Power Plant for Petroenergy Resources Corporation; 8 Forbestown Road Project for Megaworld Corporation; Philsaga Gold Mining Upgrade Project for Philsaga Mining Corporation; Grand Hyatt Center for Bonifacio Landmark Realty and Development Corporation and Admiral Bay Suites Project for Admiral Realty Company, Inc. Long-term debt - net of current portion The increase of P165.7 million or 79% is due to loan availment from Rizal Commercial Banking Corporation by EEI Power Corporation. Other noncurrent liabilities The decrease of P2.8 million or 40% is due to significant decrease on finance lease of machinery and equipment by Parent Company from First Malayan Leasing and Finance Corporation. Cumulative translation adjustments The decrease of P96.9 million or 64% relates mainly to translation adjustments of the Group’s subsidiary investment in associate, whose functional currency is Saudi Arabia Rial (SAR). Retained earnings The net increase of P 220.8 million or 6% pertains to net income earned during the first half of 2013 amounting to P428.0 million, reduced by dividends declared of P207.3 million. Net unrealized gain on available-for-sale securities The increase of P 2.8 million or 40% pertains mainly to the increase in fair market value of quoted available-for-sale securities, particularly PLDT. 39 Consolidated Statement of Income Accounts Revenue and costs of services The decrease in revenue from services and its related costs are principally due to completion of additional works for the Inco Goro Nickel Mining Project in New Caledonia by end of 2012, and completion of manpower contract of EEI Corporation (Singapore) Pte. Ltd. with Shaw Stone and Webster Asia, Inc. in Singapore. Revenue and costs of merchandise sales The increase in revenue of merchandise sales and related costs are mainly due to increase in sales volume of various Ametek Power Products for Manila Electric Company by Equipment Engineers, Inc., a local subsidiary of the Company. Real estate sales and costs The increase in real estate sales and related costs are due to increase in the number of house and lots sold, from six (6) units in the 1st half of 2012 to eight (8) units for the same period in 2013, by EEI Realty Corporation. Interest income The increase of P10.3 million or 50% pertains to interest earned on long outstanding receivables from a client amounting to P12.0 million. Other income The increase of P39.2 million or 298% is attributed mainly to the following: a.) Reversal of certain payables that are outstanding for more than five years amounting to P14.0 million. b.) Reversal of last year’s set up on miscellaneous expenses by Parent Company amounting to P10.0 million. c.) Additional take-up of EEI BVI’s management and technical fee income for the year 2012 amounting to P9.0 million. d.) Gain on sale of various scrap materials amounting to P5.0 million. Recovery on damaged properties The decrease of P79.9 million or 100% is due to last year’s recovery on damaged properties during the NPA raid at Taganito Nickel Hydrometallurgical Project in Claver, Surigao del Norte. Selling and administrative expense The increase of P33.0 million or 10% is attributed mainly to the following: personnel related expenses – P14.9 million; repairs and maintenance – P5.4 million; professional fees – P5.0 million and depreciation and amortization - P2.9 million. Provision for income tax The decrease of P26.9 million or 14% is due to lower taxable income for the first half of 2013 compared to the same period in 2012. 40 1. Financial Risk Management Objectives and Policies The main purpose of the Group’s financial instruments is to raise finances for the Group’s operations. The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and market risk. The policies for managing these risks are summarized as follows: Credit Risk The exposure to credit risk on its receivables relates primarily to the inability of project owners to fully settle the unpaid balance of contract receivables and other claims owed to the Group. Credit risk is managed in accordance with the Group’s credit risk policy which requires the evaluation of the creditworthiness of the project owners by engaging the service of an accredited third party credit analyst. The Group does not have any significant concentration of credit risk. Its gross maximum exposure to credit risk is equivalent to the carrying value of its financial assets as presented in the consolidated statements of financial position. Credit risk is managed since the titles of the properties sold by the Group from its real estate operations are retained until receivables are fully collected and the fair values of these properties held as collateral are sufficient to cover the carrying values of the receivables. There can be some credit exposures on project commitments and contingencies as of June 30, 2013 and December 31, 2012 represented by work accomplishments on backlog of projects which are not yet invoiced. These exposures are, however, limited to a few months’ work accomplishment as work are frozen as soon as the Group is able to determine that the risk of non-collection materializes. This risk is, however, mitigated by the Group’s contractor’s lien on the project. A contractor’s lien is the legal right of a contractor (the Group) to take over the project in-progress and has priority in the settlement of contractor’s receivables and claims on the project in the event of insolvency of the project owner. The Group assesses that the value of projects in-progress is usually higher than receivables from and future commitments with the project owners. The analyses of loans and receivables are as follows: (In Thousand Pesos) Cash and cash equivalents Cash in banks Short-term investments Receivables Trade receivables Consultancy fees Other receivables Due from related parties Miscellaneous deposits Receivable from EEI Retirement Fund, Inc. (In Thousand Pesos) Cash and cash equivalents Cash in banks Short-term investments Receivables Trade receivables Consultancy fees Other receivables Due from related parties Miscellaneous deposits Receivable from EEI Retirement Fund, Inc. Neither Past Due nor Impaired June 30, 2013 Past Due but Not Impaired 30 to <60 60 to <90 <30 days days days >90 days Impaired Financial Assets Total P = 1,200,778 172,875 P =– – P =– – P =– – = P– – = P– – P = 1,200,778 172,875 2,004,757 9,975 29,487 63,031 5,415 305,221 20,764 5,798 – 1,489 74,255 13,619 13,349 – 1,586 10,693 14,311 3,952 – 4,664 148,481 126,453 35,296 – 29,884 113,445 – 34,769 – 3,762 2,656,852 185,122 122,651 63,031 46,800 434,107 P = 3,920,425 – P = 333,272 – P = 102,809 – P = 33,620 – P = 340,114 – P = 151,976 434,107 P =4,882,216 >90 days Impaired Financial Assets Total Neither Past Due nor Impaired <30 days December 31, 2012 Past Due but Not Impaired 30 to <60 60 to <90 days days =806,044 P 270,192 =– P – =– P – =– P – =– P – =– P – = P806,044 270,192 2,619,957 21,870 54,171 46,733 49,642 302,974 13,733 2,019 – 707 93,301 18,441 964 – 1,488 17,789 15,180 5,595 – 33 46,071 96,844 22,750 – 1,839 148,362 – 54,149 36,915 3,762 3,228,454 166,068 139,648 83,648 57,471 476,022 =4,344,631 P – =319,433 P – =114,194 P – =38,597 P – =167,504 P – =243,188 P 476,022 = P5,227,547 41 The risk that past due receivables from project owners will not be collected is mitigated by the fact that the Group can resort to carry out its contractor’s lien over the project with varying degrees of effectiveness depending on the jurisprudence applicable on or country location of the project. Trade and retention receivables from project owners are normally high standard because of the creditworthiness of project owners and the collection remedy of contractor’s lien accorded contractor in certain cases. The tables below summarize the credit quality of the Group’s neither past due nor impaired loans and receivables. June 30, 2013 Neither Past Due nor Impaired High Grade Standard Grade (In Thousand Pesos) Cash and cash equivalents Cash in banks Short-term investments Receivables Trade receivables Consultancy fees Other receivables Due from related parties Other current assets Miscellaneous deposits Receivable from EEI Retirement Fund Inc. Cash and cash equivalents Cash in banks Short-term investments Receivables Trade receivables Consultancy fees Other receivables Due from related parties Other current assets Miscellaneous deposits Receivable from EEI Retirement Fund, Inc. Total P = 1,200,778 172,875 P =– – P = 1,200,778 172,875 764,016 9,975 11,902 63,031 1,240,741 – 17,585 – 2,004,757 9,975 29,487 63,031 4,999 434,107 P = 2,661,683 416 – P = 1,258,742 5,415 434,107 P =3,920,425 December 31, 2012 Neither Past Due nor Impaired High Grade Standard Grade Total = P806,044 270,192 = P– – = P806,044 270,192 2,458,270 21,870 52,873 46,734 161,687 – 1,298 – 2,619,957 21,870 54,171 46,734 37,065 476,022 = P4,169,070 12,577 – = P175,562 49,642 476,022 =4,344,632 P Neither past due nor impaired trade receivables (including retention receivables), consultancy fees, other receivables and miscellaneous deposits are classified into ‘high grade’ and ‘standard grade’. Neither past due nor impaired cash and cash equivalents, due from related parties and receivables from EEI Retirement Fund, Inc. are normally ‘high grade’ in nature. The Group sets financial assets as ‘high grade’ based on the Group’s positive collection experience. On the other hand, ‘standard grade’ are those which have credit history of default in payments. 42 Liquidity Risk Liquidity risk is the risk that the Group will be unable to meet its payment obligations as they fall due. The Group seeks to manage its liquidity risk to be able to meet its operating cash flow requirements, finance capital expenditures and service maturing debts. To cover its short-term and long-term funding requirements, the Group intends to use internally generated funds and available short-term and long-term credit facilities. Credit lines are obtained from BOD-designated banks at amounts based on financial forecasts approved by BOD. The tables below summarize the maturity profile of the Group’s financial assets. The maturity groupings are based on the remaining period from the end of the reporting period to the contractual maturity date. (In Thousand Pesos) Loans and receivables Cash and cash equivalents Cash on hand and in banks Short-term investments Receivables Trade receivables Consultancy fees Other receivables Due from related parties Miscellaneous deposits Receivable from EEI Retirement Fund, Inc. Principal Interest AFS securities Quoted shares Unquoted shares On Demand < 1 year June 30, 2013 1 to < 2 years Over 2 years Total P =1,202,129 172,875 P =– – P =– – P =– – P =1,202,129 172,875 973,034 9,975 32,181 63,031 5,415 1,514,623 175,147 55,701 – 37,623 8,674 – – – 47,076 – – – – 2,543,407 185,122 87,882 63,031 43,038 434,107 19,800 2,912,547 – – 1,783,094 – – 8,674 – – 47,076 434,107 19,800 4,751,391 – – – P =2,912,547 – 14,999 14,999 P = 1,798,093 – – – P = 8,674 23,163 111,880 135,043 = 182,119 P 23,163 126,879 150,042 P =4,901,433 On Demand < 1 year 1 to < 2 years Over 2 years Total = P809,418 270,192 = P– – = P– – = P– – = P809,418 270,192 1,662,524 144,198 31,327 46,734 4,067 1,273,709 21,870 54,171 – 49,642 127,350 – – – – 16,508 – – – – 3,080,091 166,068 85,498 46,734 53,709 – – 2,968,460 476,022 23,801 1,899,215 – 127,350 – – 16,508 476,022 23,801 5,011,533 – – – – – – 20,443 111,880 20,443 111,880 – = P2,968,460 – = P1,899,215 – = P127,350 132,323 = P148,831 132,323 = P5,143,856 December 31, 2012 Loans and receivables Cash and cash equivalents Cash on hand and in banks Short-term investments Receivables Trade receivables Consultancy fees Other receivables Due from related parties Miscellaneous deposits Receivable from EEI Retirement Fund, Inc. Principal Interest AFS securities Quoted shares Unquoted shares 43 The tables below summarize the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments (both principal and interest). (In Thousand Pesos) Accounts payable and accrued expenses Bank loans Principal Interest Long-term debt Peso loan Interest Due to related parties Lease liability < 1 year P = 313,107 P =2,349,706 P =– P =– P =2,662,813 – – 1,340,000 22,986 – – – – 1,340,000 22,986 500,000 15,712 69,750 3,198 = 901,767 P – – – – P =3,712,692 26,818 12,202 – – P = 39,020 348,640 158,631 – – P =507,271 875,458 186,545 69,750 3,198 P =5,160,750 December 31, 2012 1 to < 2 years Over 2 years Total On demand Accounts payable and accrued expenses Bank loans Principal Interest Long-term debt Peso loan Interest Due to related parties Lease liability June 30, 2013 1 to < 2 years Over 2 years On demand < 1 year Total = P283,181 = P2,377,082 = P– = P– = P2,660,263 – – 440,000 16,854 – – – – 440,000 16,854 – – 18,710 – = P301,891 500,000 37,072 – 5,526 = P3,376,534 20,975 13,634 – 1,657 = P36,266 188,775 13,633 – – = P202,408 709,750 64,339 18,710 7,183 = P3,917,099 Market Risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the market interest rates (interest rate risk), foreign exchange rates (foreign currency risk) and market prices (equity price risk). • Interest Rate Risk The Group’s exposure to market rate risk for changes in interest rates relates primarily to the Group’s variable short-term and long-term obligations. The Group closely monitors the movements of interest rates, as well as economic factors affecting the trends of these movements. In certain cases, depending on its assessment of future movements of interest rates, the Group would pre-terminate its debt and obtain a new loan facility which provides for either floating or fixed interest rates. This is intended to minimize its financing costs. The Group also monitors its exposure to fluctuations in interest rates by using sensitivity analysis to estimate the impact of interest rate movements on its interest income and expense. The Group is exposed to receivables and borrowings with floating interest rates. The long-term receivable from EEI Retirement Fund, Inc. is earning interest based on bank’s internal average lending rate. As at June 30, 2013 and December 31, 2012, the outstanding principal amounted to = P434.1 million and = P476.0 million with same last floating rate of 5.0%. 44 The following tables set out the carrying amount, by maturity, of the Group’s financial instruments that are exposed to interest rate risk: Peso floating rate receivables (In Thousand Pesos) 2013 2012 < 1 year P =434,107 − 1 to < 2 years P =− 476,022 2 to < 3 years P =− − Total P = 434,107 476,022 The following tables demonstrate the sensitivity to a reasonably possible change in interest rates, with all variables held constant, of the Group’s profit before tax. June 30, 2013 Increase/decrease Effect on profit in basis points before tax +50 P =2,171 -50 (2,171) Peso floating rate receivables December 31, 2012 Increase/decrease Effect on profit in basis points before tax +50 =1,551 P -50 (1,551) Peso floating rate receivables The sensitivity analyses shown above are based on the assumption that interest rate movements will be more likely be limited to a fifty basis point upward or downward fluctuation in both 2013 and 2012. The forecasted movements in percentages of interest rates used were sourced by management from an affiliated bank. These are forecasted movements in the next twelve months. The effect on the Group’s income statement before tax is computed on the carrying value of the Group’s floating rate receivables as at June 30, 2013 and December 31, 2012. There are no other effects of the interest rate sensitivity on the Group’s equity other than those already affecting the consolidated statements of income. • Foreign Currency Risk Currency risk is the potential decline in the value of the financial instruments due to exchange rate fluctuations. The Group’s currency arise mainly from cash and receivables which are denominated in a currency other than the Group’s functional currency or will be denominated in such a currency. The following tables demonstrate the sensitivity to a reasonably possible change in the US dollar (USD), Singapore dollar (SGD), Euro (EUR) and Japan yen (YEN) currency rates, with all variables held constant, of the Group’s profit before tax (due to changes in the fair value of monetary assets and liabilities): June 30, 2013 Effect on profit Percentage increase/decrease in before tax foreign currency (in PHP) +0.6% 354 +5.3% 298 +2.0% 20 +11.4% 9 USD SGD EUR YEN USD SGD EUR YEN -0.6% -5.3% -2.0% -11.4% 45 (354) (298) (20) (9) December 31, 2012 Percentage Effect on profit increase/decrease in before tax foreign currency (in PHP) +0.5% 1,186 +5.5% 33 +2.0% 142 +14.9% 12 USD SGD EUR YEN USD SGD EUR YEN -0.5% -5.5% -2.0% -14.9% (1,186) (33) (142) (12) The sensitivity analyses shown above are based on the assumption that the movements in US dollars, Singapore dollars, Euro and Japan yen will more likely be limited to the upward or downward fluctuation of 0.6%, 5.3%, 2.0% and 11.4%, respectively, in June 2013, and 0.5%, 5.5%, 2.0%, and 14.9% in December 2012. The forecasted movements in percentages used were sourced by management from an affiliated bank. These are forecasted movements in the next twelve months. The effect on the Group’s income before tax is computed on the carrying value of the Group’s foreign currency denominated financial assets and financial liabilities as at June 30, 2013 and December 31, 2012. There are no other effects of the foreign currency sensitivity on the Group’s equity other than those already affecting the consolidated statements of income. The Group’s exposure to foreign currency changes for all other currencies is not material. The foreign currency denominated financial assets and financial liabilities in original currencies and equivalents to the functional and presentation currency are as follows: June 30, 2013 (000) Financial assets Cash and cash equivalents Receivables Financial liabilities Accounts payable and accrued expenses USD SGD EUR YEN Equivalents in PHP $1,075 227 1,302 S$166 − 166 €9 9 18 ¥171 − 171 P57,540 = 10,294 67,834 $1,302 – S$166 – €18 – ¥171 – P = 67,834 December 31, 2012 (000) Financial assets Cash and cash equivalents Receivables Financial liabilities Accounts payable and accrued expenses • USD SGD EUR YEN Equivalents in PHP $1,702 4,770 6,472 S$41 9 50 €44 4 48 ¥169 − 169 = P73,712 196,344 270,056 543 $5,929 – S$50 .22 €48 − ¥169 22,292 = P247,764 Equity Price Risk The Group’s equity price risk exposure at year-end relates to financial assets whose values will fluctuate as a result of changes in market prices, principally, equity securities classified as AFS securities. Quoted AFS securities are subject to price risk due to changes in market values of instruments arising either from factors specific to individual instruments or their issuers or factors affecting all instruments traded in the market. 46 Capital Management The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders or issue new shares. No changes were made in the objectives, policies or processes as of June 30, 2013 and December 31, 2012. The Group monitors capital using a debt to equity ratio, which is total liabilities divided by total equity. Although some of the Group’s loan agreements with banks provide for a maximum debtto-equity ratio of 5:1, the Group’s policy is to maintain it at a lower ratio. June 30, 2013 P =7,447,307 382,180 7,829,487 5,463,652 (In Thousand Pesos) Current liabilities Noncurrent liabilities Total liabilities (a) Equity (b) 1.43:1 Debt to Equity Ratio (a/b) 47 December 31, 2012 =7,009,417 P 219,295 7,228,712 5,143,167 1.40:1 EEI CORPORATION AND SUBSIDIARIES SUPPLEMENTARY INFORMATION AND DISCLOSURES REQUIRED ON SRC RULE 68 AS AMENDED JUNE 30, 2013 Philippine Securities and Exchange Commission (SEC) issued the amended Securities Regulation Code Rule SRC Rule 68 which consolidates the two separate rules and labeled in the amendment as “Part I” and “Part II”, respectively. It also prescribed the additional information and schedule requirements for issuers of securities to the public. Below are the additional information and schedules required by SRC Rule 68, as Amended (2011) that are relevant to the Group. This information is presented for purposes of filing with the SEC and is not required part of the basic financial statements. Schedule A. Financial Assets The Group is not required to disclose the financial assets in equity securities as the total availablefor-sale securities amounting to P =150.0 million do not constitute 5% or more of the total noncurrent assets of the Group as at June 30, 2013. Schedule B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties) Below is the schedule of advances to employees of the Group with balances above P =100,000 as at June 30, 2013: Name Macapagal, Norman K. (Senior Vice President) Mercado, Oscar D. (Senior Vice President) Apolonio, Ferdinand D. (Group Manager) Delos Reyes, Arnulfo (Assistant Vice President) Munji, Divina F. (Vice President) Cabrera, Lovette O. (Project Manager) Garcia, Raul R. (Construction Superintendent) Brutas, Crisanto B. (Group Manager) Villarin , Pantaleon T. Jr. (Manager) Arcega, Wilson V. (FM - Mechanical) Castro, Romeo E. (Supervisor) Alonzo, Antonina J. (Group Supervisor) Canero, Raul C. (Supervisor) Sebastian, Catalino (Manager) Magboo, Jeremer D. ( Operator) Emmanuel Enriquez (Group Manager) Balance at beginning of year Additions Collections/ Liquidations Balance at end of period =1,532,053 P =1,300 P = P =1,533,353 P 1,441,523 16,324 5,645 1,452,202 1,152,075 - 9,291 1,142,784 105,111 836,376 624,840 900,000 300 - 53,252 1,948 951,859 836,676 622,892 253,500 195,851 150,000 142,108 121,512 117,460 108,403 250,000 =7,030,812 P 121,292 116,297 =1,155,513 P 37,276 2,679 - 216,224 195,851 150,000 139,429 121,512 121,292 117,460 116,297 54,254 =7,772,085 P 54,149 250,000 =414,240 P The amounts of advances to employees as shown above are expected to be realized within twelve months from the reporting date and are classified under current assets. There were no amounts written off during the year. 48 Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the Consolidation of Financial Statements The following is the schedule of receivables from related parties, which are eliminated in the consolidated financial statements as at June 30, 2013: Name and Designation of debtor Equipment Engineers, Inc. EEI Construction & Marine, Inc. Gulf Asia International Corp. GAIC Manpower Services Inc. GAIC Professional Services Inc. EEI Power Corp. EEI Realty Corp EEI BVI Ltd. Philmark, Inc. Philrock Construction & Services, Inc. Bagumbayan Equipment Industrial Products, Inc. EEI Corporation (GUAM) Inc. EEI Singapore Pte Ltd. EEI Subic Corporation Balance at beginning of year 25,945,294 19,746,658 48,511,291 2,265,889 1,480,000 4,931,740 139,926,040 29,368,544 33,694,029 42,102,496 14,583 2,016,429 3,759,281 907,512 = 354,669,786 P Additions 5,085,912 4,095,961 585,174 5,388,450 1,696,372 231,995,575 17,880,043 6,050 = 266,733,537 P Amounts collected 208,095 3,970,477 961,474 1,480,000 4,081,528 21,826,838 243,554,663 20,504,570 =296,587,645 P Balance at end of period 30,823,111 19,872,142 48,134,991 2,265,889 6,238,662 119,795,574 17,809,456 33,694,029 42,102,496 14,583 2,016,429 1,134,755 913,562 = 324,815,678 P The amounts of receivables from related parties as shown above are expected to be realized within twelve months from the reporting date and are classified under current assets. There were no amounts written off during the year. The following is the schedule of payable to related parties, which are eliminated in the consolidated financial statements as at June 30, 2013: Name and Designation of Debtor Equipment Engineers, Inc. EEI Construction & Marine, Inc. Gulf Asia International Corp. EEI Power Corp. EEI Realty Corp EEI BVI Ltd. EEI Subic Corporation Bagumbayan Equipment Industrial Products, Inc. EEI Singapore Pte Ltd. Balance at beginning of year 192,782,544 80,153,438 6,630,032 4,755,635 148,906 200,807,477 90,000,000 1,526,373 20,222 = 576,824,627 P Additions 14,124,951 90,709,751 9,824,202 175,335 207,559,587 24,596 22,712 = 322,441,134 P Amounts paid 99,844,328 57,123,504 16,300,780 4,081,528 25,720,040 10,654 41,435 =203,122,269 P Balance at end of period 107,063,166 113,739,685 153,455 674,107 324,240 382,647,024 90,000,000 1,540,316 1,499 = 696,143,492 P The amounts of payable to related parties as shown above are expected to be realized within twelve months from the reporting date and are classified under current assets. There were no amounts written off during the year. 49 Schedule D. Intangible Asset The Group has intangible asset amounting to P =25.3 million as at June 30, 2013. Description Software Cost (included in “Other Noncurrent Asset” account in the statement of financial position Beginning balance Additions of cost Charged to cost and expenses Charged to other accounts Other charges additions (deductions) Ending balance =28,139,229 P = P =2,867,703 P =– P =– P =25,271,526 P Schedule E. Long-term Debt Below is the schedule of long-term debt of the Group: Type of Obligation Term loans Private placement fixed-rate corporate promissory notes with effective interest of 6.25% obtained on October 7, 2011. The loan matures within two years from the date of issue Peso-denominated seven (7) year term loan, payable quarterly starting June 2014 with interest of 6.50% per annum inclusive of two-year grace period on principal amortization Amount Current P500,000,000 = =500,000,000 P 375,458,000 P875,458,000 = =500,000,000 P Noncurrent 375,458,000 =375,458,000 P Collateral Clean basis Machineries and construction equipment of the Parent Company (P =789.6 million) and merchandise stocks of Equipment Engineers, Inc. (P =82.7 million) Schedule F. Indebtedness to Related Parties (Long Term Loans from Related Companies) The Group is not required to disclose the long term indebtedness to related parties amounting to P =3.2 million, which relates to lease liability, as this do not constitute 5% or more of the total liabilities of the Group as at June 30, 2013. Schedule G. Guarantees of Securities of Other Issuers There are no guarantees of securities of other issuing entities by the Group as at June 30, 2013. Schedule H. Capital Stock Title of issue Common Shares Preferred Shares Number of shares authorized 2,000,000,000 240,000,000 Number of shares issued and outstanding as shown under related balance sheet caption 1,036,281,485 - Number of shares reserved for options, warrants, conversion and other rights 35,000,000 - 50 Number of shares held by related parties 560,437,053 - Directors, Officers and Employees 3,748,933 - Others None - EEI CORPORATION AND SUBSIDIARIES SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS AS OF JUNE 30, 2013 AND DECEMBER 31, 2012 Financial Soundness Indicator Below are the financial ratios that are relevant to the Group for the year ended June 30, 2013 and December 31, 2012: 06.30.13 12.31.12 Current assets Current liabilities 1.11:1 1.08:1 Net income plus depreciation Total liabilities 0.08:1 0.17:1 Financial Ratios Current ratio Solvency ratio Debt to equity ratio Total liabilities Total equity 1.43:1 1.40:1 Asset-to-equity ratio Total assets Total equity 2.43:1 2.41:1 Interest rate coverage ratio EBIT* Interest expense 34.46:1 36.10:1 Net income Average total assets 3% 9% 8% 21% Return on assets Return on equity Net income Average total equity *Earnings before interest and taxes (EBIT) 51 EEI CORPORATION RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION Unappropriated Retained Earnings, as adjusted to available for dividend distribution, beginning = P1,250,846,177 Add: Net income actually earned/realized during the period 267,929,549 Less: (207,280,277) Dividend declarations during the period Total Retained Earnings, End Available For Dividend Declaration 52 = P1,311,495,449 EEI CORPORATION AND SUBSIDIARIES SCHEDULE OF ALL THE EFFECTIVE STANDARDS AND INTERPRETATIONS UNDER PFRS AS OF JUNE 30, 2013 Below is the list of all effective PFRS, Philippine Accounting Standards (PAS) and Philippine Interpretations of International Financial Reporting Interpretations Committee (IFRIC) as of June 30, 2013: PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Framework for the Preparation and Presentation of Financial Statements Conceptual Framework Phase A: Objectives and qualitative characteristics √ Not Adopted Not Applicable √ PFRSs Practice Statement Management Commentary Philippine Financial Reporting Standards PFRS 1 (Revised) First-time Adoption of Philippine Financial Reporting Standards √ Amendments to PFRS 1 and PAS 27: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate √ Amendments to PFRS 1: Additional Exemptions for First-time Adopters √ Amendment to PFRS 1: Limited Exemption from Comparative PFRS 7 Disclosures for First-time Adopters √ Amendments to PFRS 1: Severe Hyperinflation and Removal of Fixed Date for First-time Adopters √ Amendments to PFRS 1: Government Loans √ Share-based Payment √ Amendments to PFRS 2: Vesting Conditions and Cancellations √ Amendments to PFRS 2: Group Cash-settled Share-based Payment Transactions √ PFRS 3 (Revised) Business Combinations √ PFRS 4 Insurance Contracts √ Amendments to PAS 39 and PFRS 4: Financial Guarantee Contracts √ PFRS 5 Non-current Assets Held for Sale and Discontinued Operations √ PFRS 6 Exploration for and Evaluation of Mineral Resources √ PFRS 7 Financial Instruments: Disclosures √ Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets - Effective Date and Transition √ Amendments to PFRS 7: Improving Disclosures about Financial Instruments √ Amendments to PFRS 7: Disclosures - Transfers of Financial Assets √ PFRS 2 PFRS 7 (cont.) 53 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Amendments to PFRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities Adopted Not Adopted Not Applicable √ √ Amendments to PFRS 7: Mandatory Effective Date of PFRS 9 and Transition Disclosures √ PFRS 8 Operating Segments PFRS 9 Financial Instruments √ Amendments to PFRS 9: Mandatory Effective Date of PFRS 9 and Transition Disclosures √ PFRS 10 Consolidated Financial Statements √ PFRS 11 Joint Arrangements √ PFRS 12 Disclosure of Interests in Other Entities √ PFRS 13 Fair Value Measurement √ Philippine Accounting Standards PAS 1 (Revised) √ Presentation of Financial Statements Amendment to PAS 1: Capital Disclosures √ Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on Liquidation √ Amendments to PAS 1: Presentation of Items of Other Comprehensive Income √ PAS 2 Inventories √ PAS 7 Statement of Cash Flows √ PAS 8 Accounting Policies, Changes in Accounting Estimates and Errors √ PAS 10 Events after the Reporting Date √ PAS 11 Construction Contracts √ PAS 12 Income Taxes √ √ Amendment to PAS 12 - Deferred Tax: Recovery of Underlying Assets PAS 16 Property, Plant and Equipment √ PAS 17 Leases √ PAS 18 Revenue √ 54 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Employee Benefits √ Amendments to PAS 19: Actuarial Gains and Losses, Group Plans and Disclosures √ PAS 19 (Amended) Employee Benefits √ PAS 20 Accounting for Government Grants and Disclosure of Government Assistance PAS 21 The Effects of Changes in Foreign Exchange Rates PAS 19 Not Adopted Not Applicable √ √ √ Amendment: Net Investment in a Foreign Operation PAS 23 (Revised) Borrowing Costs √ PAS 24 (Revised) Related Party Disclosures √ PAS 26 Accounting and Reporting by Retirement Benefit Plans PAS 27 Consolidated and Separate Financial Statements PAS 27 (Amended) Separate Financial Statements PAS 28 Investments in Associates √ PAS 28 (Amended) Investments in Associates and Joint Ventures √ PAS 29 Financial Reporting in Hyperinflationary Economies PAS 31 Interests in Joint Ventures √ PAS 32 Financial Instruments: Disclosure and Presentation √ √ √ √ √ Amendments to PAS 32 and PAS 1: Puttable Financial Instruments and Obligations Arising on Liquidation √ Amendment to PAS 32: Classification of Rights Issues √ √ Amendments to PAS 32: Offsetting Financial Assets and Financial Liabilities PAS 33 Earnings per Share √ PAS 34 Interim Financial Reporting √ PAS 36 Impairment of Assets √ PAS 37 Provisions, Contingent Liabilities and Contingent Assets √ PAS 38 Intangible Assets √ PAS 39 Financial Instruments: Recognition and Measurement √ Amendments to PAS 39: Transition and Initial Recognition of Financial Assets and Financial Liabilities √ Amendments to PAS 39: Cash Flow Hedge Accounting of Forecast Intragroup Transactions √ Amendments to PAS 39: The Fair Value Option √ Amendments to PAS 39 and PFRS 4: Financial Guarantee √ 55 PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Not Adopted Not Applicable Contracts PAS 39 (cont.) Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets √ Amendments to PAS 39 and PFRS 7: Reclassification of Financial Assets – Effective Date and Transition √ Amendments to Philippine Interpretation IFRIC–9 and PAS 39: Embedded Derivatives √ Amendment to PAS 39: Eligible Hedged Items √ PAS 40 Investment Property PAS 41 Agriculture √ √ Philippine Interpretations IFRIC 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities √ IFRIC 2 Members' Share in Co-operative Entities and Similar Instruments √ IFRIC 4 Determining Whether an Arrangement Contains a Lease IFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds √ IFRIC 6 Liabilities arising from Participating in a Specific Market - Waste Electrical and Electronic Equipment √ IFRIC 7 Applying the Restatement Approach under PAS 29 Financial Reporting in Hyperinflationary Economies √ IFRIC 8 Scope of PFRS 2 √ IFRIC 9 Reassessment of Embedded Derivatives √ Amendments to Philippine Interpretation IFRIC–9 and PAS 39: Embedded Derivatives √ IFRIC 10 Interim Financial Reporting and Impairment √ IFRIC 11 PFRS 2- Group and Treasury Share Transactions √ IFRIC 12 Service Concession Arrangements √ IFRIC 13 Customer Loyalty Programmes √ IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction √ Amendments to Philippine Interpretations IFRIC- 14, Prepayments of a Minimum Funding Requirement √ IFRIC 16 Hedges of a Net Investment in a Foreign Operation √ IFRIC 17 Distributions of Non-cash Assets to Owners √ IFRIC 18 Transfers of Assets from Customers √ IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments √ IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine SIC-10 Government Assistance - No Specific Relation to 56 √ √ √ PHILIPPINE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS Adopted Not Adopted Not Applicable Operating Activities Consolidation - Special Purpose Entities √ Amendment to SIC - 12: Scope of SIC 12 √ SIC-13 Jointly Controlled Entities - Non-Monetary Contributions by Venturers √ SIC-15 Operating Leases - Incentives √ SIC-21 Income Taxes – Recovery of Revalued Non-Depreciable Assets √ SIC-25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders √ SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease SIC-29 Service Concession Arrangements: Disclosures. √ SIC-31 Revenue - Barter Transactions Involving Advertising Services √ SIC-32 Intangible Assets - Web Site Costs √ SIC-12 √ Standards tagged as “Not applicable” have been adopted by the Group but have no significant covered transactions for the period ended June 30, 2013. Standards tagged as “Not adopted” are standards issued but not yet effective as of June 30, 2013. The Group will adopt the Standards and Interpretations when these become effective. 57 EEI CORPORATION AND SUBSIDIARIES MAP OF RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP Group Structure Below is a map showing the relationship between and among the Group and its ultimate parent company, subsidiaries, and associates as of June 30, 2013: 58 59
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