COVER SHEET 1 7 4 6 S T I ED U C A T I ON H O L D I N G S, S Y S T E MS I N C. (Company's Full Name) 7/ F i A C A D E M Y 6 7 6 4 B L D G. , A Y A L A A V E. , M A K A T I C I T Y 1 2 2 6 (Business Address : No. Street City / Town / Province) KATELYNE ANNE A. BROOKS (6 3 2) 8 4 4 9 5 5 3 Contact Person 0 3 3 1 Month Day Company Telephone Number SEC FORM 17-Q For the Quarter ended 30 June 2013 Last Friday of September Month FORM TYPE Fiscal Year Day Annual Meeting N A Secondary License Type, If Applicable C F D N A Amended Articles Number/Section Dept. Requiring this Doc. Total Amount of Borrowings 1 2 4 N A 5 Domestic Total No. of Stocholders To be accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier STAMPS N A Foreign SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17(2)(b) THEREUNDER 1. For the quarterly period ended 30 JUNE 2013 2. SEC Identification No. 1746 3. BIR Tax Identification No. 000-126-853 4. Exact name of registrant as specified in its charter STI EDUCATION SYSTEMS HOLDINGS, INC. 5. Province, Country or other Jurisdiction of incorporation or organization Philippines 6. (SEC Use Only) Industry Classification Code _____________________ 7. Address of Philippine Office 7/F iACADEMY Building 6764 Ayala Avenue Makati City, 1226 8. Registrant’s Telephone No. including Area Code (632) 844-9553 9. Former name, former address, former fiscal year, if changed since last report 10. JTH DAVIES HOLDINGS, INC. Securities Registered pursuant to Sections 4 and 8 of the RSA. Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding -----------------------------------------------------------------------------------------------------COMMON SHARES – 9,904,806,924 - ISSUED AND OUTSTANDING -----------------------------------------------------------------------------------------------------9,108,989,135 – LISTED SHARES ----------------------------------------------------------------------------------------------------- 11. Are any or all of these securities listed on the Philippine Stock Exchange? Yes [ x ] No [ ] Annex “A” STI EDUCATION SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ASSETS Current Assets Cash and cash equivalents (Note 6) Receivables (Notes 7and 16) Inventories Prepaid expenses and other current assets Total Current Assets P Noncurrent Assets Property and equipment (Note 8) Investment properties Investments in and advances to associates and joint ventures (Notes 9 and 13) Noncurrent receivables (Notes 12 and 16) Available-for-sale financial assets (Note 16) Deferred tax assets Goodwill, intangible and other noncurrent assets (Notes 10 and 16) March 31, 2013 April 30, 2012 (Unaudited) (As Restated) (As Restated) 1,303,451,320 P 200,802,097 35,528,385 43,075,354 1,582,857,156 1,489,451,909 P 250,773,204 34,740,103 37,467,793 1,812,433,009 2,829,080,302 38,831,494 2,635,275,971 39,325,291 1,544,229,394 47,107,290 2,064,260,559 463,978,935 33,251,747 11,024,332 2,905,319,376 463,978,935 4,663,478 10,962,122 1,588,440,147 227,704,573 4,987,638 9,581,891 704,329,551 Total Noncurrent Assets P LIABILITIES AND EQUITY Current Liabilities Short-term loans (Note 16) June 30, 2013 P 642,000,576 6,144,756,920 7,727,614,076 P - P 556,282,842 267,499,863 42,143,148 25,818,664 891,744,517 272,093,879 6,701,525,749 8,513,958,758 P 3,694,144,812 4,585,889,329 P 746,687,336 - Accounts payable and other current liabilities (Notes 10 and 16) 332,674,452 320,685,820 301,720,294 Current portion of obligations under finance lease Income tax payable Total Current Liabilities 5,237,161 16,191,936 354,103,549 6,419,251 5,030,213 332,135,284 9,741,235 2,015,617 1,060,164,482 Noncurrent Liabilities Obligations under finance lease - net of current portion Pension liabilities Total Noncurrent Liabilities Total Liabilities (Carried Forward) 11,767,785 26,034,945 37,802,730 391,906,279 13,339,807 23,061,832 36,401,639 368,536,923 8,956,367 55,415,856 64,372,223 1,124,536,705 Total Liabilities (Brought Forward) Equity Attributable to Equity Holders of the Parent Company Capital stock (Note 12) Additional paid-in capital (Note 12) Cost of shares held by a subsidiary (Note 12) Unrealized mark-to-market loss on available-forsale financial assets Share in associates’ unrealized mark-to-market gain on available-for-sale financial assets Cumulative actuarial gain (loss) Other equity reserve (Note 12) Retained earnings (Note 12) Appropriated Unappropriated Total Equity Attributable to Equity Holders of the Parent Company Equity Attributable to Non-controlling Interests 391,906,279 368,536,923 4,952,403,462 1,119,079,467 (500,009,337) 4,952,403,462 1,119,079,467 (500,009,337) (140,032) (121,773) 923,148,957 23,615,353 (1,649,448,394) 800,000,000 1,558,284,152 1,905,291,022 23,615,353 (1,649,448,395) 800,000,000 1,352,261,000 1,039,792,824 (14,120,007) 648,667,135 800,000,000 668,528,846 7,226,933,628 8,003,070,799 3,272,159,378 108,774,169 Total Equity P 7,335,707,797 7,727,614,076 P 142,351,036 8,145,421,835 8,513,958,758 P 1,124,536,705 551,500,000 77,592,234 (500,009,337) 207,683 189,193,246 3,461,352,624 4,585,889,329 STI EDUCATION SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED JUNE 30, 2013 AND 2012 Three Months Ended June 30 2013 2012 (Unaudited) REVENUES Sale of services: Tuition and other school fees Educational services Royalty fees Others Sale of goods Sale of educational materials and supplies P COSTS AND EXPENSES Cost of educational services Cost of educational materials and supplies sold General and administrative expenses INCOME BEFORE OTHER INCOME AND INCOME TAX 252,439,728 P 42,830,901 3,609,784 7,264,481 24,299,990 330,444,884 227,719,369 40,088,673 3,500,882 22,713,822 26,402,721 320,425,467 82,958,013 17,820,061 190,065,488 290,843,562 89,019,055 19,795,675 185,624,409 294,439,139 39,601,322 25,986,328 199,588,455 (349,481) 1,489,473 2,971,987 14,932 (36,300,592) (6,699,695) 111,292,273 (16,971,496) 2,154,635 6,341,719 16,155 - 160,715,079 102,833,286 200,316,401 128,819,614 OTHER INCOME Equity in net gains of associates and joint ventures (Note 9) Interest expense (Note 10) Rental income (Note 12) Interest income (Notes 6 and 12) Dividend income Loss on sale of : Loss on deemed sale Loss on swap INCOME BEFORE INCOME TAX PROVISION FOR (BENEFIT FROM) INCOME TAX Current Deferred NET INCOME (Carried Forward) P 15,105,924 (62,210) 12,679,173 (14,463,323) 15,043,714 (1,784,150) 185,272,687 P 130,603,764 NET INCOME (Brought Forward) P OTHER COMPREHENSIVE INCOME (LOSS) Actuarial gain - Share in associates’ unrealized mark-to-market gain on available-for-sale financial assets, net of realized mark-tomarket gain (loss) recognized to profit or loss Unrealized mark-to-market loss on available-for-sale financial assets Realized mark-to-market gain on available-for-sale financial assets recognized to profit or loss TOTAL COMPREHENSIVE INCOME (LOSS) Net Income Attributable To Equity holders of the Parent Company Non-controlling interests (994,968,464) (18,260) (994,986,724) (994,986,724) 38,640,001 21,892,756 (475,326) 21,417,430 60,057,431 (809,714,037) P 190,661,195 P 206,023,152 P (20,750,465) 185,272,687 P 127,518,724 3,085,040 130,603,764 (776,137,173) P (33,576,864) (809,714,037) P 185,143,240 5,517,955 190,661,195 P P Basic/Diluted Earnings Per Share on Net Income Attributable to Equity Holders of the Parent Company 130,603,764 P P Total Comprehensive Income Attributable To Equity holders of the Parent Company Non-controlling interests 185,272,687 P 0.021 0.018 STI EDUCATION SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012 Equity Attributable to Equity Holders of Parent Company Capital Stock At April 1, 2013, as previously reported P Additional Paidin Capital 4,952,403,462 P 1,119,079,467 P Cost of shares held by a Subsidiary (500,009,337) P Allowance for gain on FV changes in investments in equity securities (121,773) P Share in Associates’ Unrealized MTM gain on AFS 1,905,291,022 P Retained Earnings appropriated Other Equity Reserve - P (1,649,448,394) P 23,615,353 Effect of adoption PAS 19R 4,952,403,462 As restated - Net income Other comprehensive income Total comprehensive income Balance at June 30, 2013 Cumulative Actuarial Gain (Loss) P 1,119,079,467 - 4,952,403,462 P 1,119,079,467 P (500,009,337) (500,009,337) P (121,773) 1,905,291,022 (18,259) (18,259) (140,032) P 23,615,353 (1,649,448,394) (982,142,065) (982,142,065) 923,148,957 P - 23,615,353 P 800,000,000 P (1,649,448,394) P 800,000,000 800,000,000 P Retained Earnings Unappropriate d 1,351,854,503 P Total 7,979,048,950 P Equity Attributable to Non-Controlling Interests 142,037,319 P Total Equity 8,121,086,269 406,497 24,021,850 313,716 24,335,566 1,352,261,000 8,003,070,800 142,351,035 8,145,421,835 206,023,152 206,023,152 (20,750,466) 185,272,686 206,023,152 1,558,284,152 P (982,160,324) (776,137,172) 7,226,933,628 P (12,826,400) (33,576,866) 108,774,169 P (994,986,724) (809,714,038) 7,335,707,797 Equity Attributable to Equity Holders of Parent Company Capital Stock At April 1, 2012, as previously reported Effect of adoption PAS 19R As restated Transaction costs - offering Net income Other comrehensive income Total comprehensive income Acquisition of non-controlling interest Balance at June 30, 2012 P 551,500,000 P 551,500,000 Additional Paidin Capital 77,592,234 P 77,592,234 Cost of shares held by a Subsidiary (500,009,337) P (500,009,337) Allowance for gain on FV changes in investments in equity securities 207,684 P 207,684 Share in Associates’ Unrealized MTM gain on AFS 1,039,792,823 P 1,039,792,823 Cumulative Actuarial Gain (Loss) Retained Earnings appropriated Other Equity Reserve - P (14,120,007) (14,120,007) 648,667,134 P 800,000,000 P 648,667,134 800,000,000 Retained Earnings Unappropriate d 668,670,934 P (142,087) 668,528,847 127,518,724 - P 551,500,000 P - 77,592,234 P - (500,009,337) P (455,732) (455,732) (248,048) P 21,005,762 21,005,762 1,060,798,585 P 37,074,486 37,074,486 22,954,479 P - 648,667,134 P - 800,000,000 P 127,518,724 796,047,571 P Total Equity Attributable to Non-Controlling Interests Total Equity 3,286,421,472 P (14,262,094) 3,272,159,378 189,795,480 P (602,235) 189,193,245 3,476,216,952 (14,864,329) 3,461,352,623 127,518,724 57,624,516 185,143,240 3,085,040 2,432,915 5,517,955 130,603,764 60,057,431 190,661,195 3,457,302,618 P 194,711,200 P 3,652,013,818 STI EDUCATION SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012 2013 2012 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Depreciation and amortization (Note 8) Provision for impairment Interest expense Pension expense Interest income Equity in net earnings of associates (Note 9) Loss (gain) on sale of: Loss on swap Loss on deemed sale of investments in associates Dividend income Operating income before working capital changes Decrease (increase) in: Receivables Inventories Prepaid expenses and other current assets Increase in accounts payable and other current liabilities Contributions to plan assets Net cash generated from operations Interest received Income and other taxes paid Net cash flows provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of: Property and equipment (Note 8) Noncurrent receivable Investments in and advances to associates and affiliates Decrease (increase) in: Investments in and advances to associates and joint ventures Goodwill and other noncurrent assets Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from: Short-term loans Obligation under capital lease Dividend paid Interest paid Net cash flows provided by (used in) financing activities P 200,316,400 P 128,819,614 37,501,613 333,494 5,185,745 (2,240,245) (199,588,455) 6,699,695 36,300,592 (14,932) 84,493,907 34,883,505 5,779,023 16,971,496 1,587,140 (6,341,719) (111,292,273) - 49,971,106 (788,282) (7,911,636) 11,988,632 137,753,727 2,240,245 (3,852,756) 136,141,216 (7,224,192) 5,100,169 3,929,988 94,334,785 (1,730,738) 164,800,643 (3,869,934) 1,492,096 162,422,805 (230,812,148) (85,928,008) (2,328,975) 14,932 (319,054,199) (633,383,528) (26,020,916) (9,060,615) (2,754,112) (333,494) (3,087,606) 529,000,000 (583,119) (550) (16,971,496) 511,444,835 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(186,000,589) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,489,451,909 P 1,303,451,320 P CASH AND CASH EQUIVALENTS AT END OF YEAR (16,155) 70,390,631 (11,431,373) 1,991,769 16,155 (677,888,508) (4,020,868) 556,282,842 552,261,974 -1- STI EDUCATION SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES NOTES TOINTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Corporate Information a. General STI Education Systems Holdings, Inc. (formerly JTH Davies Holdings, Inc., “STI Holdings” or the “Parent Company”) and its subsidiaries (hereafter collectively referred to as the “Group”) are all incorporated in the Philippines and registered with the Philippine Securities and Exchange Commission (“SEC”). STI Holdings was originally established in 1928 as the Philippine branch office of Theo H. Davies & Co., a Hawaiian corporation. It was reincorporated as a Philippine corporation and registered with the SEC on June 28, 1946. STI Holdings’ shares were listed on the Philippine Stock Exchange on October 12, 1976. On June 25, 1996, the SEC approved the extension of the Company’s corporate life for another 50 years. The primary purpose of the Company is to invest in, acquire, use, transfer, lease, mortgage, exchange or otherwise dispose of personal and movable property, including shares of stock, evidence of indebtedness and other securities or obligations of any entity and exercise all the rights, powers and privilege of ownership, but not to act as dealer in securities. STI Holdings aims to focus on education and education-related activities and investments. STI Holdings’ registered office address, which is also its principal place of business, is at 7/F, iAcademy Building, 6764 Ayala Avenue, Makati City. b. Change in ownership of STI Holdings i) STI Education Services Group, Inc. (“STI ESG”) and Capital Managers and Advisors, Inc. (“CMA”) owns 45.54% and 45.50%, respectively, of STI Holdings’ shares as of March 31, 2012(see Note 12). On June 14, 2012 and August 10, 2012, the Board of Directors (“BOD”) and stockholders of STI Holdings, respectively, approved the following: (i) change in its corporate name to STI Education Systems Holdings, Inc., (ii) the share-for-share swap agreement (“Share Swap”) with the shareholders of STI ESG (“STI ESG Stockholders”) and (iii) the corresponding increase in its authorized capital stock from 1,103,000,000 shares with an aggregate par value of P =551.5 million to 10,000,000,000 shares with an aggregate par value of P =5,000.0 million (see Notes 3 and 12). The change in corporate name was approved by the SEC on September 10, 2012 while the Share Swap agreement and increase in the authorized capital stock were approved on September 28, 2012. In view of the increase in its authorized capital stock and pursuant to the Share Swap, STI Holdings issued 5,901,806,924 shares to STI ESG Stockholders in exchange for 907,970,294 STI ESG shares. As a result, immediately after the Share Swap, the STI ESG Stockholders who joined the Share Swap owned approximately 84% interest in STI Holdings while STI Holdings owned 96% of STI ESG (see Notes 3 and12). -2- ii) On August 28, 2012, the BOD approved the offering and issuance by way of a follow-on offering of up to a maximum 3,000,000,000 common shares (the “Offer”) at an offer price to be determined based on a bookbuilding process and from discussion between STI Holdings and the International Lead Manager and Domestic Lead Manager. The Offer comprised of the following: (i) up to 2,627,000,000 common shares offered to the public on a primary basis (“Primary Offering”); (ii) up to 105,209,527 common shares offered to the public on a secondary basis by Korea Merchant Banking Corporation (“Secondary Offering”); and (iii) over-allotment option to purchase up to 273,000,000 common shares (“Over-allotment Option”), granted to UBS AG, in its role as Stabilizing Agent, on the same terms and conditions as the Primary Offering and Secondary Offering. The offer price was set at P =0.90 per share on October 22, 2012. The Primary Offering and Secondary Offering were completed on November 7, 2012 while the Over-allotment Option was exercised on November 28, 2012(see Note 12). iii) In November and December 2012, STI Holdings subscribed to 2,100,000,000 STI ESG shares at a consideration price equal to its par value of P =2,100.0 million. As a result, STI Holdings’ ownership interest in STI ESG increased to approximately 99% as of March 31, 2013. c. STI Education Services Group, Inc. and Subsidiaries (collectively referred to as “STI ESG”) The Group has investments in several entities which own and operate STI ESG schools. STI ESG is involved in establishing, maintaining, and operating educational institutions to provide pre-elementary, elementary, secondary, and tertiary as well as post-graduate courses, postsecondary and lower tertiary non-degree programs. STI ESG also develops, adopts and/or acquires, entirely or in part, such curricula or academic services as may be necessary in the pursuance of its main activities, relating but not limited to information technology services, information technology-enabled services, nursing, education, hotel and restaurant management, engineering, business studies and care-giving. Other activities of STI ESG include computer services, such as, but not limited to, programming, systems design and analysis, feasibility studies, installation support, job processing, consultancy, and other related activities. 2. Basis of Preparation and Changes to the Group’s Accounting Policies Basis of Preparation The accompanying interim condensed consolidated financial statements of the Group have been prepared in accordance with Philippine Accounting Standards (PAS) 34, Interim Financial Reporting. Accordingly, the interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the annual financial statements of STI Holdings as of and for the year ended March 31, 2013. Changes in Accounting Policies, Disclosures and Presentation The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the annual financial statements of STI Holdings for the year ended March 31, 2013, except for the adoption of the new and amended PFRS that became effective beginning on or after April 1, 2013. The adoption of the following amendments and interpretations did not have any significant effect on the accounting policies, financial position or performance of the Group, except for additional disclosures: PFRS 7, Financial instruments: Disclosures - Offsetting Financial Assets and Financial -3- 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: 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 are applicable to the Group and based on the evaluation, the amendments have no impact on the Group’s financial position or performance but will affect disclosures only.. 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. A reassessment of control was performed by the Group on all its subsidiaries and associates in accordance with the provisions of PFRS 10. Following the reassessment and based on the new definition of control under PFRS 10, the Group determined that the adoption of this standard does not change its relationship over its subsidiaries and associates, therefore, has no impact on the Group’s financial position or performance. 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. There is no impact on the Group’s financial position or performance since its investments in joint ventures are accounted for under equity method in its consolidated financial statements. PFRS 12, Disclosure of Involvement with Other Entities -4- 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 is applicable to the Group and based on the Group’s adoption of this standard it 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 is applicable to the Group and based on the Group’s adoption of this standard it does not have a significant impact on the Group’s financial position and performance. 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 are applicable to the Group and based on the evaluation, the amendments affect presentation only and have no impact on the Group’s financial position or performance. The Group opted not to present supporting notes for the opening balance sheet as permitted by the amendment to PAS 1, Presentation of financial statement-clarification of the requirements for comparative information. 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. Once effective, the Group has to apply the amendments retroactively to the earliest period presented. The Group reviewed its existing employee benefits and determined that the amended standard has significant impact on its accounting for retirement benefits. The Group obtained the services of an external actuary to compute the impact to their consolidated financial statements. The effects are detailed as follows: -5- March 31, 2013 Increase (Decrease) Consolidated Statements of Financial Position Net pension liability Deferred tax asset Other comprehensive income (loss) Retained earnings (P =24,381,322) (45,756) 23,923,760 411,806 April 1, 2012 =14,880,782 P 16,454 (14,716,241) 148,087 For the Three months Ended June 30 2012 Increase (Decrease) Consolidated Statements of Income Net pension income Provision for deferred income tax Net income Other comprehensive income (loss) =(622,103) P (62,210) 559,893 38,640,001 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 amendment is applicable to the Group and based on the evaluation, the adoption of the amended PAS 27 will not have a significant impact on the separate financial statements of the entities in the Group. 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 amendment is applicable to the Group and based on the evaluation, the adoption of the amended PAS 28 will not have a significant impact on the separate financial statements of the entities in the Group. Philippine Interpretation IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine This interpretation applies to waste removal costs (“stripping costs”) that are incurred in surface mining activity during the production phase of the mine (“production stripping costs”). The interpretation addresses the accounting for the benefit from the stripping activity.. This interpretation is not relevant to the Group, thus, do not have any impact on the Group’s financial position or performance. -6- Improvements to PFRSs These sets of improvements are effective for annual periods beginning on or after January 1, 2013. The Group adopted these standards as of April 1, 2013. PFRS 1, First-time Adoption of PFRS - Borrowing Costs This improvement clarifies that an entity that stopped applying PFRS in the past and chooses, or is required, to apply PFRS, has the option to re-apply PFRS 1. If PFRS 1 is not re-applied, an entity must retrospectively restate its financial statements as if it had never stopped applying PFRS. The amendment does not apply to the Group as the Group is not a first-time adopter of PFRS. PAS 1, Presentation of Financial Statements - Clarification of the requirements for comparative information This improvement clarifies the difference between voluntary additional comparative information and the minimum required comparative information. Generally, the minimum required comparative information is the previous period. The amendment affects disclosures only and have no impact on the Group’s financial position and performance. PAS 16, Property, Plant and Equipment - Classification of servicing equipment This improvement clarifies that major spare parts and servicing equipment that meet the definition of property, plant and equipment are not inventory. The amendment has no impact on the Group’s financial position and performance. PAS 32, Financial Instruments: Presentation - Tax effect of distribution to holders of equity instruments This improvement clarifies that income taxes arising from distributions to equity holders are accounted for in accordance with PAS 12, Income Taxes.The amendment has no impact on the Group’s financial position and performance. PAS 34, Interim Financial Reporting - Interim financial reporting and segment information for total assets and liabilities The amendment aligns the disclosure requirements for total segment assets with total segment liabilities in interim financial statements. This clarification also ensures that interim disclosures are aligned with annual disclosures. The amendment has no impact on the Group’s financial position and performance. New Accounting Standards, Interpretations and Amendments to Existing Standards Effective Subsequent to June 30, 2013 The Group will adopt the following revised standards and interpretations and amendments to existing standards enumerated below when these become effective. Except as otherwise indicated, the Group does not expect the adoption of these revised standards, interpretations and amendments to PFRS to have a significant impact on the consolidated financial statements. Effective in 2014 PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities (Amendments) -7The 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. Effective in 2015 PFRS 9, Financial Instruments: Classification and Measurement PFRS 9, as issued, reflects the first phase on the replacement of PAS 39 and applies to the classification and measurement of financial assets and liabilities as defined in PAS 39, Financial Instruments: Recognition and Measurement. Work on impairment of financial instruments and hedge accounting is still ongoing, with a view to replacing PAS 39 in its entirety. PFRS 9 requires all financial assets to be measured at fair value at initial recognition. A debt financial asset may, if the fair value option (FVO) is not invoked, be subsequently measured at amortized cost if it is held within a business model that has the objective to hold the assets to collect the contractual cash flows and its contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal outstanding. All other debt instruments are subsequently measured at fair value through profit or loss. All equity financial assets are measured at fair value either through OCI or profit or loss. Equity financial assets held for trading must be measured at fair value through profit or loss. For FVO liabilities, the amount of change in the fair value of a liability that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation of the fair value change in respect of the liability’s credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. All other PAS 39 classification and measurement requirements for financial liabilities have been carried forward into PFRS 9, including the embedded derivative separation rules and the criteria for using the FVO. The adoption of the first phase of PFRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but will potentially have no impact on the classification and measurement of financial liabilities. Deferred Effectivity 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 interpretation requires that revenue on construction of real estate be recognized only upon completion, except when such contract qualifies as construction contract to be accounted for under PAS 11, Construction Contracts, or involves rendering of services in which case revenue is recognized based on stage of completion. Contracts involving provision of services with the construction materials and where the risks and reward of ownership are transferred to the buyer on a continuous basis will also be accounted for based on stage of completion. The Philippine SEC and the FRSC have deferred the effectivity 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. This interpretation is not relevant to the Group, thus, will not have any impact on Group’s financial position or performance. -8- Summary of Significant Accounting Policies Business Combination Involving Entities under Common Control Where there are business combinations in which all the combining entities within the Group are ultimately controlled by the same ultimate parent before and after the business combination and that the control is not transitory (“business combinations under common control”), the Group may account such business combinations under the acquisition method of accounting or pooling of interests method, if the transaction was deemed to have substance from the perspective of the reporting entity. In determining whether the business combination has substance, factors such as the underlying purpose of the business combination and the involvement of parties other than the combining entities such as the noncontrolling interest, shall be considered. In cases where the business combination has no substance, the Group shall account for the transaction similar to a pooling of interests. The assets and liabilities of the acquired entities and that of the Group are reflected at their carrying values. The difference in the amount recognized and the fair value of the consideration given, is accounted for as an equity transaction, i.e., as either a contribution or distribution of equity. Further, when a subsidiary is disposed in a common control transaction, the difference in the amount recognized and the fair value consideration received, is also accounted for as an equity transaction. The Group recorded the difference as an excess of consideration over carrying amount of disposed subsidiary and presented as a separate component of equity in the combined balance sheets. Comparatives shall be restated to include balances and transactions as if the entities had been acquired at the beginning of the earliest period presented as if the companies had always been combined. Business Combination and Goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisitionis measured as the aggregate of the consideration transferred, measured at acquisition date fairvalue and the amount of any non-controlling interest in the acquiree. For each businesscombination, the acquirer measures the non-controlling interest in the acquiree either at fair valueor at the proportionate share in the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed forappropriate classification and designation in accordance with the contractual terms, economiccircumstances and pertinent conditions as at the acquisition date. This includes the separation ofembedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the fair value of the acquirer’s previously heldequity interest in the acquiree is remeasured to fair value at the acquisition date through profit orloss. Any contingent consideration to be transferred by the acquirer will be recognized at fairvalue at the acquisition date. Subsequent changes to the fair value of the contingent considerationwhich is deemed to be an asset or liability, will be recognized in accordance with PAS 39 either inprofit or loss or as a change to other comprehensive income. If the contingent consideration isclassified as equity, it should not be remeasured until it is finally settled within equity Basis of Consolidation The interim condensed consolidated financial statements include the financial statements of STI Holdings, STI ESG and its subsidiaries as atJune 30, 2013 and March 31, 2013. In assessing -9- control, the existence and effect of potential voting rights that are currently exercisable or convertible are taken into account. Control is also achieved when the Parent Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are consolidated from the date on which the Parent Company obtains control, and continue to be consolidated until the date such control ceases. Control over the operations and assets and liabilities of the entity may exist even in cases where the Parent Company owns little or none of the entity’s equity, such as when the substance of the relationship between the Parent Company and that entity indicates that the entity is controlled by the parent company. The interim condensed consolidated financial statements include the accounts of STI College Kalookan, Inc. (STI-Kalookan) and STI College of Novaliches, Inc. (STINovaliches), which are both non-stock corporations but wherein STI ESG has control by virtue of management contracts. Losses within a subsidiary are attributed to the non-controlling 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 Parent Company loses control over a subsidiary, it: Derecognizes the assets (including goodwill) and liabilities of the subsidiary; Derecognizes the carrying amount of any non-controlling interest; Derecognizes the unrealized other comprehensive income deferred in equity; Recognizes the fair value of the consideration received; Recognizes the fair value of any investment retained; Recognizes any surplus or deficit in profit or loss; and Reclassifies the Parent Company’s share of components previously recognized in other comprehensive income to profit or loss or retained earnings, as appropriate. As at June 30, 2013 and March 31, 2013, subsidiaries of STI Holdings include: STI ESG iAcademy STI College Tuguegarao, Inc. (STI-Tuguegarao) STI-Kalookan(a) STI-Novaliches(a) STI College of Dagupan, Inc. (STI-Dagupan) STI College Taft, Inc. (STI-Taft) De Los Santos - STI College STI College Quezon Avenue, Inc. (STI-QA)(b) (a) (b) Principal Activities Educational Institution Educational Institution Educational Institution Educational Institution Educational Institution Educational Institution Educational Institution Educational Institution Educational Institution Effective Percentage of Ownership Direct Indirect 99 – – 100 – 100 – 100 – 100 – 77 – 75 – 52 – 52 A subsidiary of STI ESG through a management contract A wholly owned subsidiary of De Los Santos - STI College As at June 30, 2013, STI ESG’s request for confirmatory ruling on the tax-free merger from the BIR is still pending. Accounting Policies of Subsidiaries. The financial statements of subsidiaries are prepared using uniform accounting policies for like transactions and other events in similar circumstances. - 10 - Transactions and Balances Eliminated on Consolidation. All significant intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions are eliminated in full. Non-Controlling Interests. Non-controlling interests represent the portion of profit or loss and net assets in the subsidiaries not held by the Parent Company and are presented in the profit or loss and within equity in the consolidated statement of financial position, separate from equity attributable to equity holders of the Parent Company. 3. Business Combinations a. Business Combination Involving Entities under Common Control As discussed in Note 1, as a result of the Share Swap, the original shareholders of STI ESG owned approximately 84% of STI Holdings while STI Holdings owned approximately 96% of STI ESG (including its 3% shareholding in STI ESG prior to Share Swap) immediately after the Share Swap. Management of the Group assessed that this transaction is a business combination involving entities under common control since STI Holdings and STI ESG are under common control of a shareholder (the “Controlling Shareholder”). Business combinations involving entities under common control are excluded from the scope of PFRS 3, Business Combinations. Management has elected to adopt the pooling of interests method when preparing the consolidated financial information in accordance with the guidance provided by the Philippine Interpretations Committee on its Q&A No. 2011-02 “PFRS 3.2 - Common Control Business Combinations”. Under the pooling of interests method: The assets and liabilities of the combining entities are reflected at their carrying amounts; No adjustments are made to reflect fair values, or recognize any new assets or liabilities at the date of the combination. The only adjustments would be to harmonize accounting policies between the combining entities; No ‘new’ goodwill is recognized as a result of the combination; Any difference between the consideration transferred and the net assets acquired is reflected within equity under “Other equity reserve”; The income statement in the year of acquisition reflects the results of the combining entities for the full year, irrespective of when the combination took place; and Comparatives are presented as if the entities had always been combined only for the period that the entities were under common control. Common control transactions are viewed from the perspective of the ultimate parent or the Controlling Shareholder. Since STI Holdings and STI ESG were not under common control from the start, a predecessor entity should be identified. In this case, despite the legal form of the transaction (i.e. STI Holdings acquires STI ESG common shares through Share Swap), the - 11 - predecessor entity is STI ESG since it was controlled by the Controlling Shareholder prior to STI Holdings. The Controlling Shareholder only acquired STI Holdings in March 2010. The business combination resulted in certain changes to the STI Holdings’ previously reported financial statements. The comparative figures for the June 30, 2012 interimconsolidated statements of comprehensive income were adjusted (or “restated”) to present the comparative figures as if the entities had always been combined only for the period that the entities were under common control.Consolidated statement of comprehensive income balances of the Group for the three months ended June 30, 2012 is presented as follows: Revenues and other income Cost and expenses Net income attributable to Equity Holders of the Parent Company Total comprehensive incomeattributable to Equity Holders of the Parent Company *As restated for the effects of adoption of PAS 19R STI Holdings (Unaudited) =4,849,623 P 823,474 STI ESG (As restated – Unaudited)* =437,209,428 P 310,587,161 Eliminations/ Adjustments (Unaudited) (P =1,828,802) Consolidated Balances (Unaudited) =440,230,249 P 311,410,635 4,026,149 130,613,223 (7,120,648) 127,518,724 4,034,449 190,662,354 (9,553,562) 185,143,241 4. Seasonality of Operations The Group’s business is linked to the academic cycle. The academic cycle which is one academic year starts in the month of June and ends in the month of March. The revenue of the Group which is mainly from tuition and other school fees is recognized as income over the corresponding academic year to which they pertain. Accordingly, revenue is expected to be lower during the first quarter of the fiscal year as compared to the other quarters if the number of enrollees remains constant. This information is provided to allow for a proper appreciation of the results of operations of the Group. 5. Segment Information The following table shows the reconciliation of the interim consolidated EBITDA to interim consolidated net income for the three months ended June 30, 2013 and 2012: Unaudited Consolidated EBITDA Depreciation and amortization Interest expense Provision for income tax Consolidated net income 2013 238,167,496 (37,501,615) (349,481) (15,043,714) 185,272,686 2012 (As restated see Note 2) 180,674,615 (34,883,505) (16,971,496) 1,784,150 130,603,764 - 12 - The following tables present revenue and income information regarding geographical segments for the three monthsended June 30, 2013 and2012: June 30, 2013 (Unaudited) Metro Manila Northern Luzon Southern Luzon Visayas Mindanao Total Eliminations/ Adjustments Consolidated Revenues External revenue Intersegment revenue P = 253,037,855 29,097,048 P = 14,862,254 - P = 51,053,609 - P = 4,545,346 P = 10,545,820 P = 334,044,883 29,097,048 (P = 3,600,000) (29,097,048) P = 330,444,884 – Total Revenues P = 282,134,903 P = 14,862,254 P = 51,053,609 P = 4,545,346 P = 10,545,820 P = 363,141,931 (P = 32,697,048) P = 330,444,884 Income before other income and income tax Equity in net gains of associates and interests in joint ventures P = 27,704,465 199,588,455 P = 2,137,043 - P = 15,543,239 - (P = 2,421,672) - (P = 3,361,754) - P = 39,601,321 199,588,455 P =- P = 39,601,321 199,588,455 Interest income Interest expense Other income (loss) 2,868,047 (349,481) (41,503,007) 24,156 - 55,303 3,125 18,033 - 4,994 4,000 2,970,533 (349,481) (41,495,882) 1,454 - 2,971,987 (349,481) (41,495,882)) Results Provision for income tax Net Income (15,043,714) - - - - (15,043,714) - (15,043,714) P = 173,264,765 P = 2,161,199 P = 15,601,667 (P = 2,403,639) (P = 3,352,760) P = 185,271,232 1,454 P = 185,272,686 P = 238,167,496 June 30, 2012 (Unaudited, As restated - see Note 3) Metro Manila Northern Luzon Southern Luzon Visayas Mindanao Revenues External revenue Total Eliminations/ Adjustments =248,717,004 P =16,303,355 P =37,174,977 P =4,839,010 P =13,391,121 P =320,425,467 P Intersegment revenue Total Revenues 63,088,031 =311,805,035 P =16,303,355 P =37,174,977 P =4,839,010 P =13,391,121 P 63,088,031 =383,513,498 P =– P (63,088,031) (P =63,088,031) Consolidated =320,425,467 P – =320,425,467 P - 13 - Results Income before other income and income tax Equity in net losses of associates and interests in joint ventures Interest income Interest expense Other income Benefit from (provision for) income tax Net Income =154,373,655 P 113,121,075 6,248,989 (15,013,729) 41,954,192 1,784,150 =302,468,332 P =827,663 P 65,212 (874,986) =17,889 P =17,134,117 P 11,824 =17,145,941 P =1,846,902 P 4,947 =1,851,849 P =176,066 P 10,747 =186,813 P =174,358,403 P 113,121,075 6,341,719 (15,888,715) 41,954,192 1,784,150 =321,670,824 P (P =148,372,075) (1,828,802) (1,082,781) (39,783,402) (P =191,067,060) P25,986,328 = 111,292,273 6,341,719 (16,971,496) 2,170,790 1,784,150 =130,603,764 P =180,674,615 P EBITDA The following tables present certain assets and liabilities information regarding geographical segments as of June 30, 2013 and March 31, 2013: June 30, 2013 (Unaudited) Metro Manila Northern Luzon Assets and Liabilities Segment assets(a) Investments in and advances to associates and joint ventures Goodwill Deferred tax assets Total Assets Segment liabilities(b) Pension liabilities Obligations under finance lease Total Liabilities P = 4,922,599,221 16,396,861,551 8.080,027 P = 21,327,540,799 P = 152,781,245 986,424 17,004,946 P = 170,772,615 P = 78,821,177 P = 78,821,177 P = 48,291,332 3,271,765 P = 51,563,097 Other Segment Information Capital expenditure Property and equipment Depreciation and amortization Noncash expenses other than depreciation and amortization (a) (b) Segment assets exclude goodwill, investments in and advances to associates and joint ventures and deferred tax assets. Segment liabilities exclude short-term loans, pension liabilities and obligations under finance lease. Southern Luzon P = 343,211,138 1,313,080 P = 344,524,218 P = 151,684,365 14,801,135 P = 166,485,500 Visayas Mindanao Total Eliminations/ Adjustments P = 59,339,823 124,751 P = 59,464,574 P = 108,725,463 P = 5,512,696,822 (P = 60,625,886) 16,396,861,551 (14,332,600,992) 200,258,249 1,506,474 11,024,332 P = 110,231,937 P = 21,920,582,705 (P = 14,192,968,629) P = 12,901,767 1,756,916 P = 14,658,683 P = 48,465,413 5,218,706 P = 53,684,119 P = 414,124,122 26,034,946 17,004,946 P = 457,164,014 (P = 65,257,734) (P = 65,257,734) Consolidated P = 5,452,070,936 2,064,260,559 200,258,249 11,024,332 P = 7,727,614,076 P = 348,866,388 26,034,946 17,004,946 P = 391,906,280 P = 230,814,148 37,501,613 5,185,745 - 14 March 31, 2013 (Audited) Assets and Liabilities Segment assets(a) Investments in and advances to associates and joint ventures Goodwill Deferred tax assets Total Assets Segment liabilities(b) Pension liabilities Obligations under finance lease Total Liabilities Northern Luzon Southern Luzon Visayas Mindanao Total =20,721,112,618 P 879,468,601 – 9,265,102 =21,609,846,321 P =53,378,214 P – – 259,189 =53,637,403 P =254,742,544 P – – 1,313,080 =256,055,624 P =51,950,808 P – – 124,751 =52,075,559 P =85,465,639 P – – – =85,465,639 P =21,166,649,823 P 879,468,601 – 10,962,122 =22,057,080,546 P (P =15,769,230,816) 2,025,850,775 200,258,253 – (P =13,543,121,788) =5,397,419,007 P 2,905,319,376 200,258,253 10,962,122 =8,513,958,758 P =334,329,529 P 23,061,832 13,339,807 =370,731,168 P =25,442,403 P – =25,442,403 P =66,682,255 P – =66,682,255 P =3,174,829 P – =3,174,829 P =20,537,146 P – =20,537,146 P =450,166,162 P 23,061,832 13,339,807 =486,567,801 P (P =118,030,878) – – (P =118,030,878) =332,135,284 P 23,061,832 13,339,807 =368,536,923 P Other Segment Information Capital expenditure Property and equipment Depreciation and amortization Noncash expenses other than depreciation and amortization (a) (b) Eliminations/ Adjustments Metro Manila Segment assets exclude goodwill, investments in and advances to associates and joint ventures and deferred tax assets. Segment liabilities exclude short-term loans, pension liabilities and obligations under finance lease. Consolidated =1,539,623,771 P 156,430,778 58,779,699 - 15 - 6. Cash and Cash Equivalents This account consists of the following: Cash on hand and in banks Cash equivalents June 30, March 31, 2013 2013 (Unaudited) (Audited) P =277,449,780 P =209,549,974 1,026,001,540 1,279,901,935 P =1,303,451,320 P =1,489,451,909 June 30, 2012 (Unaudited) P =202,695,903 349,566,071 P =552,261,974 Cash in banks earns interest at their respective bank deposit rates. Cash equivalents are short-term investments which are made for varying periods of up to three months, depending on the immediate cash requirements of the Group, and earn interest at their respective short-term investment rates. Interest earned from cash in banks and cash equivalents amounted to P =2.0 million and =5.3 million for the three months ended June 30, 2013 and 2012, respectively. P 7. Receivables This account consistsof: Tuition and other school fees Educational services Current portion of advances to associates,joint ventures and other related parties (see Note 13) Advances to officers and employees (see Note 13) Rent and other related receivables (see Note 13) Others Less allowance for doubtful accounts June 30, 2013 (Unaudited) P =127,736,333 49,476,261 March 31, 2013 (Audited) P =159,127,235 48,276,130 4,735,618 11,419,489 23,573,076 22,592,828 12,431,395 40,443,571 258,396,254 (57,594,157) P =200,802,097 12,970,554 54,202,769 308,589,005 (57,815,801) P =250,773,204 - 16 - 8. Property and Equipment The rollforward analysis of this account follows: June 30, 2013 (Unaudited) Land Buildings Office and School Equipment Office Furniture and Fixtures Leasehold Improvements Transportation Equipment Computer Equipment and Peripherals Library Holdings Construction In Progress Total Cost, Net of Accumulated Depreciation and Amortization Balance at beginning of year Additions Reclassification to expense Reclassifications Disposal Depreciation and amortization Balance at end of year P = 1,296,723,152 53,725,267 P = 1,350,448,419 P = 696,730,272 1,329,323 (10,178,744) P = 687,880,851 P = 61,520,525 24,812,156 11,269,770 (6,710,678) P = 90,891,773 P = 31,012,009 4,699,028 (3,239,587) P = 32,471,450 P = 93,491,471 1,384,825 29,911 (7,585,636) P = 87,320,571 P = 22,238,182 3,428,166 (2,533,718) P = 23,132,630 P = 28,880,113 10,403,274 (5,079,886) P = 34,203,501 P = 30,004,142 2,553,690 (11,269,770) (1,546,289) P = 19,741,773 P = 374,676,105 128,345,139 (2,000) (29,911) P = 502,989,333 P = 2,635.275971 230,680,868 (2,000) (36,874,538) P = 2,829,080,301 At June 30, 2013: Cost Accumulated depreciation and amortization Net carrying amount P = 1,350,448,419 P = 1,350,448,419 P = 929,473,094 (241,592,242) P = 687,880,852 P = 285,007,932 (194,116,159) P = 90,891,773 P = 125,587,439 (93,115,990) P = 32,471,449 P = 335,087,298 (247,766,726) P = 87,320,572 P = 68,955,702 (45,823,072) P = 23,132,630 P = 305,709,095 (271,505,594) P = 34,203,501 P = 84,484,880 (64,743,107) P = 19,741,773 P = 502,989,333 P = 502,989,333 P = 3,987,743,192 (1,158,662,890) P = 2,829,080,302 March 31, 2013 (Audited) Land Buildings Cost, Net of Accumulated Depreciation and Amortization Balance at beginning of year Additions Reclassification to other noncurrent assets Reclassifications Disposal Depreciation and amortization Balance at end of year =648,949,537 P 1,035,636,448 (387,862,833) – – – =1,296,723,152 P =489,952,915 P 113,903,997 – 132,120,932 – (39,247,572) =696,730,272 P At March 31, 2013: Cost Accumulated depreciation and amortization Net carrying amount =1,296,723,152 P – =1,296,723,152 P =927,986,992 P 231,256,720 =696,730,272 P Office and School Equipment Office Furniture and Fixtures =84,054,171 P 5,571,344 – – – (28,104,988) =61,520,527 P P26,551,149 = 16,164,912 – – – (11,704,053) =31,012,008 P =262,656,033 P 201,135,506 =61,520,527 P =122,600,237 P 91,588,229 =31,012,008 P Leasehold Improvements =90,149,525 P 36,937,557 – – – (33,595,611) =93,491,471 P =337,876,133 P 244,384,662 =93,491,471 P Transportation Equipment =20,830,918 P 13,156,923 – – (1,172,501) (10,577,156) =22,238,184 P =65,416,128 P 43,177,944 =22,238,184 P Computer Equipment and Peripherals =35,817,767 P 17,829,902 – – – (24,767,558) =28,880,111 P =308,398,041 P 279,517,930 =28,880,111 P Library Holdings Construction In Progress Total =15,802,480 P 20,660,316 – – – (6,458,655) =30,004,141 P =132,120,932 P 374,676,105 – (132,120,932) – – =374,676,105 P =1,544,229,394 P 1,634,537,504 (387,862,833) – (1,172,501) (154,455,593) =2,635,275,971 P =82,171,080 P 52,166,939 =30,004,141 P =374,676,105 P – =374,676,105 P =3,778,503,901 P 1,143,227,930 =2,635,275,971 P - 17 - As at June 30, 2013, the construction in progress account includes costs incurred for the construction of the school buildings and improvements located in Cainta, Rizal,Caloocan City, Quezon City, Las Pinas City and Laguna and construction of the school buildings and improvements located in Cainta, Rizal, Caloocan City as at March 31, 2013. As at June 30, 2013 and March 31, 2013, the related construction contracts amounted to P =2,079.0million and P =1,057.2 million, respectively, inclusive of materials, cost of labor and overhead and all other costs necessary for the completion of the project as planned. Total borrowing costs capitalized as part of property and equipment amounted to nil andP =19.7 million as at June 30, 2013 and March 31, 2013, respectively. Average interest capitalization rates are at 3.3% in 2013. Certain transportation equipment were acquired under finance lease agreements. The net book value of this equipment amounted to P =12millionand P =15.9 million as at June 30, 2013 and March 31, 2013, respectively. The cost of fully depreciated assets still being used by the Group amounted to P =552.72 million and =557.7million as at June 30, 2013 and March 31, 2013, respectively. P 9. Investments in and Advances to Associates and Joint Ventures The detailed carrying values of the Group’s investments in and advances to associates and joint ventures are as follows: Investments Associates: STI Investments De Los Santos - General Hospital STI-Accent De Los Santos - STI Megaclinic STI-Alabang GROW STI-Batangas STI-Marikina Synergia Joint ventures: PHEI STI-PHNS Allowance for impairment loss P =1,985,586,619 – (20,166,002) – 14,542,449 17,321,171 2,000,000 2,994,997 46,969 14,926,682 984,427 2,018,237,312 – P =2,018,237,312 Investments Associates: STI Investments De Los Santos - General Hospital STI-Accent De Los Santos - STI Megaclinic STI-Alabang GROW STI-Marikina Synergia =2,768,240,741 P 59,440,352 (20,166,002) 18,352,722 14,326,499 10,529,778 1,042,897 46,969 June 30, 2013(Unaudited) Advances Total P =– – 27,423,762 24,545,505 216,000 143,571 712,169 – – P =1,985,586,619 – 7,257,760 24,545,505 14,758,449 17,464,742 2,712,169 2,994,997 46,969 150,000 – 53,191,007 7,167,760 P =46,023,247 15,076,682 984,427 2,071,428,319 7,167,760 P =2,064,260,559 March 31, 2013 (Audited) Advances =– P – 27,333,762 24,396,410 216,000 143,572 – – Total =2,768,240,741 P 59,440,352 7,167,760 42,749,132 14,542,499 10,673,350 1,042,897 46,969 - 18 - Investments Joint ventures: PHEI STI-PHNS Allowance for impairment loss 6,999,009 984,427 2,859,797,392 – =2,859,797,392 P March 31, 2013 (Audited) Advances 600,000 – 52,689,744 7,167,760 =45,521,984 P Total 7,599,009 984,427 2,912,487,136 7,167,760 =2,905,319,376 P Information about and major transactions of significant indirect associates are discussed below: STI Investments. For the three months ended June 30, 2013 and 2012, the Group’s share in net earnings of STI Investments amounted to P =212.3 million and P =112.3 million, respectively. De Los Santos General Hospital and De Los Santos - STI Megaclinic. On December 21, 2012, De Los Santos - STI College, De Los Santos General Hospital, STI ESG, the Delos Santos family (a shareholder in De Los Santos - STI College, De Los Santos General Hospital and De Los Santos STI Megaclinic) and MPIC entered into an investment agreement, wherein MPIC shall invest in De Los Santos General Hospital by subscribing to 401,942 new common shares or equivalent to 51% equity interest in De Los Santos General Hospital, subject to certain terms and conditions. The terms and conditions include De Los Santos - STI College’s sale of its 42% ownership in De Los Santos - STI Megaclinic to De Los Santos General Hospital, in exchange for De Los Santos STI College’s additional subscription of 29,399 new common shares or equivalent to 4% equity interest in De Los Santos General Hospital. On June 3, 2013, STI ESG executed a deed of pledge on all of its De Los Santos General Hospital shares in favor of Neptune Stroika Holdings, Inc., a wholly owned subsidiary of MPIC, to cover the indemnity obligations of STI ESG enumerated in its investment agreement with MPIC. The completion of MPIC’s subscription transpired in June 2013, following the fulfillment of the conditions specified in the agreement. As a result, De Los Santos - STI Megaclinic and De Los Santos General Hospital ceased to be associates of the Group effective June 2013. The Group’s effective percentage ownership in De Los Santos General Hospital was diluted to 10% and accordingly, such investment was classified as an AFS financial asset. 10. Goodwill, Intangible and Other Noncurrent Assets This account consists of: Land (see Notes 8 and 13) Goodwill Deposits Refundable deposits Intangible assets Advances to suppliers Others June 30, 2013 P =387,862,833 200,258,253 60,000,000 32,463,743 12,088,365 5,453,670 6,202,687 P =704,329,551 March 31, 2013 =387,862,833 P 200,258,253 – 31,962,268 10,385,895 5,314,902 6,216,426 =642,000,576 P - 19 - Land On March 21, 2013, STI ESG’s BOD approved the transfer of the land to TechZone Philippines, Inc. (TechZone), a related party (see Note 13), in exchange for condominium units to be developed by TechZone. In April 2013, the said property was used as collateral for the loan of the said related party. In August 2013, the Deed of Absolute Sale for the sale of the land was executed between STI ESG and TechZone in accordance with the BOD approval. Title to the land is now being transferred in favor of TechZone. Development of the condominium property is likewise ongoing. Deposits The amount of P =60 million represents down payment for the purchase of a university in Visayas. This down payment is secured by a pledge on the shares of the sellers in the university in favor of STI Holdings. Intangible Assets Intangible assets represents STI ESG’s new accounting software, which will be ready for use and will be amortized based on its estimated useful life starting July 2013. This account also represents the costs of various software licenses purchased by a subsidiary for use by its students. 11. Accounts Payable and Other Current Liabilities This account consists of: Accounts payable Accrued expenses: Rent School-related expenses Salaries, wages and benefits Advertising and promotion Contracted services Utilities Others Dividends payable (see Note 11) Unearned tuition and other school fees Withholding taxes payable Others June 30 (Unaudited) P =91,513,007 March 31, (Audited) =174,408,815 P 38,060,304 13,337,631 10,795,020 24,133,193 5,051,459 3,993,879 17,820,669 12,721,078 47,913,702 18,514,400 9,283,290 7,131,086 4,259,353 4,187,980 12,189,508 11,840,316 86,397,052 10,451,893 18,399,267 P =332,674,452 5,342,406 8,115,060 17,499,904 =320,685,820 P 12. Equity a. Common Stock Details and movement in common stock follow: June 30, 2013 (Unaudited) March 31, 2013 (Audited) Shares Amount Shares Amount 10,000,000,000 P = 5,000,000,000 10,000,000,000 =5,000,000,000 P Common Stock - = P0.50 par value per share Authorized - 20 - March 31, 2013 (Audited) June 30, 2013 (Unaudited) Issued and outstanding: Balance at beginning of Issuances (see Note 1) Balance at end of year year Shares Amount Shares Amount 9,904,806,924 - P = 4,952,403,462 - 1,103,000,000 8,801,806,924 =551,500,000 P 4,400,903,462 9,904,806,924 P = 4,952,403,462 9,904,806,924 =4,952,403,462 P In December 2011, the Parent Company issued 397,908,895 and 397,908,894 of its unissued common shares to STI ESG and CMA, respectively, via a private placement for an aggregate subscription amount of P =477.5 million. Documentary stamp taxes paid relative to the issuances of shares amounting to P =2.0 million is presented as deduction from additional paidin capital. The 795,817,789 private placement shares was approved for listing with the Philippine Stock Exchange on September 28, 2012 subject to the fulfillment of certain conditions. On May 10, 2013, the SEC granted the Parent Company’s request for exemptive relief from the requirements of the mandatory tender offer relative to the private placement transaction. On June 27, 2013, the PSE advised the Parent Company to submit a duly executed lock-up agreement to facilitate the listing of private placement shares. On September 28, 2012, the Company issued 5,901,806,924 shares to STI ESG stockholders in exchange for 907,970,294 STI ESG shares pursuant to the Share Swap transaction (see Note 1). On November 7, 2012, the Company issued 2,627,000,000 new shares relative to the Primary Offering at P =0.90 per share following its listing in the PSE. The transaction resulted to increases in common stock and APIC of P =1,313.5 million and P =1,050.8 million, respectively. On November 28, 2012, the Company issued the 273,000,000 Over-allotment Option shares to UBS AG (see Note 1) resulting to recognition of common stock and APIC of P =136.5 million and P =109.2 million, respectively. Transaction costs incurred in connection with the issuance of shares, charged against APIC, amounted to P =118.5 million. Set out below is the Company’s track record of registration of its securities: Date of Approval December 4, 2007* November 25, 2011** September 28, 2012*** November 7, 2012 November 28, 2012 Number of Shares Authorized Issued 1,103,000,000 307,182,211 1,103,000,000 10,000,000,000 10,000,000,000 10,000,000,000 795,817,789 5,901,806,924 2,627,000,000 273,000,000 Issue/ Offer Price =0.50 P 0.60 2.22 0.90 0.90 *** Date when the registration statement covering such securities was rendered effective by the SEC. *** Date when the Company filed SEC form 10-1(k) (Notice of Exempt Transaction) with the SEC in accordance with the Securities Regulation Code and its Implementing Rules and Regulations *** Date when the SEC approved the increase in authorized capital stock. As of June 30, 2013 and March 31, 2013, the Company has a total number of shareholders on record of 1,245and 1,243, respectively. b. Cost of Shares Held by a Subsidiary - 21 “Cost of shares held by a subsidiary” account includes 502,308,895 STI Holdings shares owned by STI ESG as of June 30, 2013and March 31, 2013 amounting to P =500.0 million which is treated as treasury shares in the interim consolidated statements of financial position. c. Other Comprehensive Income (Loss) June 30, 2013 (Unaudited) Share in associates’ unrealized MTM gain on AFS financial assets Unrealized MTM gain (loss) on AFS financial assets Cumulative actuarial gain Attributable to Equity Holders of the Parent Company Non-controlling interests Total = 923,148,957 P (140,032) 23,615,353 =946,624,278 P =12,056,290 P (9,417) 308,407 =12,355,280 P =935,205,247 P (149,449) 23,923,760 =958,979,558 P March 31, 2013 (As restated - see Note 2) Attributable to Equity Holders of the Parent Non-controlling Company interests Share in associates’ unrealized MTM gain on AFS financial assets Unrealized MTM loss on AFSfinancial assets Cumulative actuarial gain =1,905,291,022 P (121,773) 23,615,353 =1,928,784,602 P =24,882,689 P (9,416) 308,407 =25,181,680 P Total =1,930,173,711 P (131,189) 23,923,760 =1,953,966,282 P d. Other Equity Reserve “Other equity reserve” account consists of: i. Equity adjustment resulting from the Share Swap transaction (see Note 1). The impact at acquisition date resulting from the Share Swap transaction amounted to =1,718.5 million. P ii. Parent Company’s equity adjustment for the excess of acquisition cost over the carrying value of non-controlling interests in STI ESG, after redistribution of noncontrolling interests’ share in other comprehensive income to the equity holders of the Parent Company, amounting to P =68.9 million. iii. STI ESG’s other equity adjustment for the excess of acquisition cost over the carrying value of its remaining non-controlling interests amounting to P =27,278. d. Retained Earnings Consolidated retained earnings represent STI ESG’s retained earnings, net of amount attributable to NCI, and STI Holdings’ accumulated earnings, net of dividends declared from April 1, 2010, after the Controlling Shareholder’s acquisition of STI Holdings. 13. Related Party Transactions - 22 - Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. This includes: (a) enterprises or individuals owning, directly or indirectly through one or more intermediaries, control or are controlled by, or under common control; (b) associates; and (c) enterprises or individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the company, key management personnel, including directors and officers of the Group and close members of the family of any such enterprise or individual. The following are the Group’s transactions with its related parties: Outstanding Balance Amount/Volume Receivable (Payable) June 30, March 31, June 30, March 31, 2013 2013 2013 2013 (Unaudited) (Audited) (Unaudited) (Audited) Category Terms Conditions Associates GROW Advances for various expenses and working capital – Current Advances for various expenses and working capital Rental and related charges 143,572 143,572 30 days upon receipt of billings but no intention to collect within one year; Noninterest-bearing Unsecured; 30 days upon receipt of billings but no intention to collect within one year; Noninterest-bearing Unsecured; 30 days upon receipt of billings but no intention to collect within one year; Noninterest-bearing Unsecured; no impairment 350,000 99,360 – 5,453,538 8,093,538 no impairment STI Batangas Advances for various expenses and working capital De Los Santos - STI Megaclinic 712,169 no impairment - 23 - Advances for various expenses and working capital – Current Advances for various expenses and working capital 24,545,505 34,743,437 Payable in 5 years; bears 6.50% interest Unsecured; no impairment 280,611 Interest income – 2,608,782 De Los Santos – General Hospital Current Advances for various expenses and working capital – 3,344,524 – Payable in 5 years; bears 6.50% interest Unsecured; no impairment STI-Alabang Unsecured; Advances for various expenses and working capital – 216,000 216,000 30 days upon receipt of billings; Noninterest-bearing 27,333,762 30 days upon receipt of billings but no intention to collect within one year; Noninterest-bearing no impairment STI-Accent Advances for various expenses and working capital 90,000 10,365,820 27,423,762 Unsecured; with impairment Joint Venture PHEI Unsecured; Management fees 150,000 3,025,815 150,000 600,000 30 days upon receipt of billings; Noninterest-bearing 26,470,915 250,000,000 250,000,000 30 days upon receipt of billings; Interestbearing no impairment Affiliates Philippine Women’s University (PWU)* Principal Interest 9,189,946 12,651,546 12,651,546 30 days upon receipt of billings; Noninterest-bearing Secured; no impairment Secured; no impairment UNLAD Resources Development Corporation (UNLAD)* Current Advances for various expenses and working capital Principal 224,858 198,000,000 198,000,000 198,000,000 30 days upon receipt of billings; Interest- Secured - 24 bearing Interest 3,536,389 3,327,389 3,327,389 30 days upon receipt of billings; Noninterest-bearing no impairment Secured; no impairment CMA** Unsecured; Advances for various expenses and working capital (Notes 7 and 12) – 58,830 58,830 30 days upon receipt of billings; Noninterest-bearing 147,607 30 days upon receipt of billings; Noninterest-bearing 6,074 30 days upon receipt of billings; Noninterest-bearing no impairment no impairment Comm & Sense, Inc**. Unsecured; Rentals and related charges 66,742 138,466 183,521 no impairment Phil First Condominium, Inc. ** Unsecured; Rentals and related charges 80,704 - 6,074 no impairment Phil First Insurance Co., Inc. ** Unsecured; Rentals and related charges 37,128 Employee benefits – 224,284 185,651 30 days upon receipt of billings; Noninterest-bearing 6,716,054 (407,670) (407,670) 30 days upon receipt of billings; Noninterest-bearing Unsecured 1,314,992 220,645 259,885 30 days upon receipt of billings; Noninterest-bearing Unsecured; no impairment 113,521 30 days upon receipt of billings; Noninterest-bearing Unsecured; no impairment 179,911 30 days upon receipt of billings; Noninterest-bearing PhilCare** Rentals and related charges 921,830 Employee benefits – 7,278,847 PhilPlans** Rentals and related charges 14,390 593,863 113,521 Banclife** Unsecured; Rentals and related charges 20,535 359,863 76,325 no impairment - 25 - Employee benefits – 142,660 Ventures Securities** 30 days upon receipt of billings; Noninterest-bearing – Internet charges 36,465 36,465 Unsecured; no impairment 30 days upon receipt of billings; Noninterest-bearing Unsecured; no impairment Liquidated within one month; Noninterestbearing Unsecured; Classic Finance** Availment of shortterm loan Interest expense 160,000,000 – 2,442,736 – Officers and employees Advances for various expenses 2,959,681 38,694,691 22,592,828 23,573,076 no impairment P = 550,908,545 P = 558,282,346 *Entities under common management **Entities under common control Outstanding receivables, before any allowance for impairment, and payables are summarized below: Current portion of advances to associates, joint ventures and other related parties (see Note 7) Advances to officers and employees (see Note 7) Rent and other related receivables (see Note 7) Advances to associates and joint ventures (see Note 9) Noncurrent receivables Accounts payable (see Note 11) June 30, 2013 (Unaudited) March 31, 2013 (Audited) P =4,375,618 23,573,076 6,197,580 53,191,006 463,978,935 (407,670) P =550,908,545 P =11,419,489 22,592,828 8,009,020 52,689,744 463,978,935 (407,670) P =558,282,346 Other information on major transactions with related parties follows: a. Agreements with Philippine Women’s University (“PWU”), UNLAD Resources Development Corporation (“UNLAD”) and anunrelated individual (“Individual”) On May 17, 2012, the Individual, who’s a party to the Agreement with the Company, PWU and UNLAD, assigned his rights, title and interest in the Agreement to Attenborough Holdings Corporation (“AHC”). AHC thereby assumed the Individual’s obligation to grant a loan to UNLAD in the principal amount of P =224.0 million (the “AHC Loan to UNLAD”). Pursuant to the agreement, the Company and AHC (collectively referred to as the “Lenders”) agreed to lend UNLAD a principal amount of P =422.0 million consisting of the Company’s loan to UNLAD (“Loan to UNLAD”) and the AHC Loan to UNLAD. Accordingly, on June 8, 2012, the Company entered into an Omnibus Agreement with UNLAD and AHC - 26 (“Omnibus Agreement”) which consisted of: (1) a prefatory agreement; (2) a loan agreement; and (3) a real estate mortgage. Under said loan agreement, the Lenders will extend a loan to UNLAD which is payable by way of conversion into equity in UNLAD. Said conversion into equity in UNLAD must enable: (a) the Company to acquire, together with the shares acquired by it as payment of the Company's Loan to PWU, 40.0% of the issued and outstanding capital stock of UNLAD, as discussed above; and (b) AHC to acquire 20.0% of UNLAD’s issued and outstanding capital stock. In June 2012, the Company extended the direct loan to PWU amounting to P =26.5 million in accordance with the Agreement, while in August and October 2012, the Company granted the Loan to UNLAD amounting to P =166.0 million and P =32.0 million, respectively. On March 25, 2013, the joint venture agreement and Omnibus Agreement have been amended to discontinue imposition of interest on the Loan to PWU, Loan to UNLAD and AHC Loan to UNLAD effective January 1, 2013. As of June 30, 2013 and March 31, 2013, noncurrent receivables and accrued interest consist of loans of P =448.0 million and P =16 million, respectively. Interest income for the three months ended June 30, 2013 and 2012 amounted to nil and P =4.8 million, respectively. As of June 30, 2013 and March 31, 2013, the equity interest in UNLAD has not been assigned to the Company in exchange for the receivables from PWU and the Loan to UNLAD. The said receivables from PWU and the Loan to UNLAD are presented as “Noncurrent receivables” in the consolidated statements of financial position. Currently, the Company is working on the submission of all required documents to effect the conversion of these receivables into equity. The Company has nominated its representatives as directors/trustees and officers of PWU and UNLAD. b. Land held for Swap STI ESG’s BOD approved on March 21, 2013 the transfer of the land to TechZone, a company under common control with the Group, in exchange for condominium units to be developed by TechZone. In April 2013, the said property was used as collateral for TechZone’s loan,the proceeds of which will be used by TechZone to develop the property. In August 2013, the Deed of Absolute Sale for the sale of the land was executed between STI ESG and TechZone in accordance with the BOD approval. Title to the land is now being transferred in favor of TechZone. Development of the condominium property is likewise ongoing. 14. Basic and Diluted Earnings Per Share on Net Income Attributed to Equity Holders of STI Holdings The table below shows the summary of net income and weighted average number of common shares outstanding used in the calculation of earnings per share for the three months ended June 30, 2013 and 2012: - 27 - Net income attributable to equity holders of STI Holdings Common shares outstanding at beginning of period Weighted average number of: 5,901,806,924 shares issued - Share Swap (see Note 3) Weighted average number of common shares Basic and diluted earnings per share on net income attributed to equity holders of STI Holdings 2013 (Three MonthsUnaudited) 2012 (Three MonthsUnaudited) P =206,023,152 =127,518,724 P 9,904,806,924 1,103,000,000 – 9,904,806,924 5,901,805,924 7,004,805,924 =0.018 P P = 0.021 The basic and diluted earnings per share are the same for the three months ended June 30, 2013 and 2012as there are no dilutive potential common shares. 15. Contingencies There are no material changes in the contingent liabilities or contingent assets since the last annual balance sheet date. Also, there are no material contingencies and any other events or transactions during the period. 16. Financial Instruments Set out below is a comparison by category of carrying amounts and fair values of all of the Group’s financial instruments. March 31, 2013 (Audited) June 30, 2013 (Unaudited) Financial Assets Loans and receivables: Cash and cash equivalents Receivables* Advances to associates and joint ventures (included as part of “Investments in and advances to associates and joint ventures” account) Deposits (included as part of “Prepaid expenses and other current assets” and “Goodwill, intangible and other noncurrent assets” accounts) AFS financial assets Financial Liabilities Other financial liabilities: Short-term loans Accounts payable and other current liabilities** Carrying Amount Carrying Amount Fair Value P = 1,303,451,320 641,207,957 P = 1,303,451,320 641,207,957 =1,489,451,909 P 692,164,311 =1,489,451,909 P 692,164,311 45,311,078 30,811,533 45,521,984 34,781,402 16,670,495 4,645,218 P = 2,011,286,068 12,869,384 4,645,218 P = 1,992,985,412 16,670,495 4,663,478 =2,248,472,177 P 12,869,384 4,663,478 =2,233,930,484 P P =– P =– 245,416,678 P = 245,416,678 245,416,678 P = 245,416,678 Fair Value =– P =– P 305,687,261 305,687,261 =305,687,261 P =305,687,261 P **Excluding advances to officers and employees amounting to P =23,573,076,P =22,592,828as of June 30, 2013 and March 31, 2013 and 2012, respectively. ** Excluding taxes payable, unearned tuition and school fees, subscriptions payable, SSS, Philhealth and Pag-ibig benefits payable amounting to P =87,257,774 andP =14,998,559as at June 30, 2013 and March 31, 2013, respectively. Fair Value of Financial Instruments - 28 - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate such value Cash and Cash Equivalents, Receivables, Short-term Loans, Accounts Payable and Other Current Liabilities. Due to the short-term nature of transactions, the fair values of these instruments, except for noncurrent receivables, approximate the carrying value as of financial reporting date. The carrying value of noncurrent receivable represents its fair value as the receivable earns interest until settled. Advances to Associates and Joint Ventures and Deposits. The fair value of these instruments is estimated as the present value of all future cash flows using the applicable rates for similar type of the instruments. AFS Financial Assets. The fair values of publicly-traded instruments are determined by reference to market bid quotes as of financial reporting date. Investments in unquoted equity securities for which no reliable basis for fair value measurement is available are carried at cost, net of impairment. 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 which have a significant effect on the recorded fair value that are not based on observable market data. As ofJune 30, 2013 and March 31, 2013, there were no other financial assets and liabilities other than AFS financial assets which are measured at fair value determined in reference with quoted prices in active market (Level 1 Hierarchy). For the three months ended June 30, 2013 and 2012, there were no transfers between Level 1 and 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements. 17. Notes to Interim Condensed Consolidated Statements of Cash Flows Non-cash investing and financing activities pertain to the following: a. Acquisitions of property and equipment under finance lease recorded under the “Property and equipment” account amounting to nil andP =1.4 million as of June 30, 2013 and 2012, respectively. b. Unpaid progress billing for construction in progress amounting to nil and P =27.2 millionas at June 30, 2013 and 2012, respectively. - 29 - STI EDUCATION SYSTEMS HOLDINGS, INC. AGING OF ACCOUNTS RECEIVABLES AS OF JUNE 30, 2013 (PHP '000) TYPE OF ACCOUNTS RECEIVABLE TOTAL 1-30 Days a) Current Receivables 200,802 126,150 b) Non-Current Receivables 463,979 31-60 Days 23,333 61-90 Days 18,856 Over 90 Days 32,463 463,979 664,781 ACCOUNTS RECEIVABLE DESCRIPTION NATURE / DESCRIPTION COLLECTION PERIOD a) Current Receivables Tuition fees and receivables from school franchisees Monthly b) Non-Current Receivables Related party transactions Annex “B” STI EDUCATION SYSTEMS HOLDINGS, INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION This discussion summarizes the significant factors affecting the operating results and financial condition of STI Education Systems Holdings, Inc. and its subsidiaries (hereafter collectively referred to as the “Group”) for the three months ended June 30, 2013 and 2012. The following discussion should be read in conjunction with the attached financial statements of the Group as of and for the period ended June 30, 2013. All necessary adjustments have been made to present fairly the financial position, results of operations, and cash flows of the Group as of June 30, 2013, and for all the other periods presented. I. RESULTS OF OPERATIONS a. Three months ended June 30, 2013 vs. three months ended June 30, 2012 For the three months ended June 30, 2013, the Group generated gross revenues of P330.4 million, earned a net income of P185.3 million and registered a total comprehensive loss of P809.7 million. As compared to the same period last year, this represents P10.0 million increase in total revenues and P54.7 million increase in net income. Total comprehensive income resulted to a loss of P809.7 million from an income of P190.7 million for the same period last year as a result of a decrease in an associate’s unrealized mark-to-market gain on available for sale (AFS) financial assets. The decrease in the associate’s unrealized mark-to-market gain resulted from: (1) the sale by the associate of some of the AFS assets; and (2) a decline in the market value of the remaining AFS assets from the previous quarter. Other comprehensive income pertains substantially to the Group’s share in associates’ unrealized mark-to-market loss on available-for-sale financial assets. The 3% increase in gross revenues resulted mainly from the 4% increase in the number of students of STI Education Services Group, Inc. (STI ESG) and its subsidiaries from 68,363 last year to 71,195 students this year. Tuition and other school fees improved by 11% due also to the tuition fee increase of 7% for new students and 5% for old students. 1 Cost of educational services decreased by 7% as a result of the decrease in faculty salaries and other direct expenses. The drop in the faculty salary cost resulted from the decrease in the number of faculty members in the programs with declining enrollment, notably the nursing program, in which faculty members generally have high salaries. Interest expense went down remarkably by 98% or P16.6 million since all bank loans have been fully paid. The P0.3 million interest expense recorded in 2013 were only for those obligations under finance lease of equipment. Equity in net gains of associates and joint ventures increased by 79% or P88.3 million due to realized gain on sale of bonds and equities held by an associate. II. FINANCIAL CONDITION The Group’s total assets as at June 30, 2013 amounted to P7,727.6 million, 9% lower than the amount as at March 31, 2013. The decrease was mainly due to the decline in the market value of financial assets held by an associate. Cash and cash equivalents declined by P186.0 million or 12% from P1,489.5 million to P1,303.5 million as at March 31, 2013 and June 30, 2013, respectively. The decrease is due to the continuing disbursements for the construction of schools as part of the Group’s expansion program and the deposit made for the planned acquisition of a university. Property and equipment increased by 7%mainly due to the ongoing construction of buildings for STI ORCA, STI Cubao and STI Caloocan and the purchase of furniture and equipment for STI ORCA. This is in line with the planned expansion of the existing facilities of STI owned schools. Investments in associates and joint ventures decreased by 29% due to the decline in market value of financial assets of an associate. Total liabilities increased by 6% or P23.4 million mainly due to increase in payables related to construction of school facilities. Debt-to-equity ratio stood at 0.05:1.00 as at June 30, 2013, there being no bank loans outstanding. The Group uses internally-generated funds and the proceeds from the follow-on offering to pay for the acquisition and/or construction of schools. III. KEY PERFORMANCE INDICATORS (KPIs) The top five key performance indicators of the Group include tests of profitability, liquidity and solvency. Profitability refers to the Group’s 2 earning capacity and ability to earn income for its stockholders. This is measured by profitability ratios analyzing margins and returns. Liquidity refers to the Group’s ability to pay its short-term liabilities as and when they fall due. Solvency refers to the Group’s ability to pay all its debts as and when they fall due, whether such liabilities are current or non-current. As of June 30, 2013 As of June 30, 2012 Discussion Return on Net income for the quarter attributable to equity equity holders of the Parent company divided by average equity attributable to equity holders of the Parent company for the given quarters 3% 4% Gross profit margin 70% 66% Net income attributable to equity holders of the Parent Company for the three-month period increased 62% from P127.5 million in 2012 to P206.0 million in 2013. Meanwhile equity attributable to equity holders of the parent company increased at a faster rate at 126% due to the additional shares issued arising from the follow-on offering and the new shares issued resulting from the share-for-share swap between the shareholders of STI ESG and STI Holdings Increase in gross profit margin resulted mainly from the increase in the number of students of STI ESG and its subsidiaries from KPI Manner of Calculation Gross profit divided by total revenues 3 68,363 last year to 71,195 students this year resulting to increased revenues from tuition and other school fees. Direct costs were also reduced. As of June 30, 2013 As of March 31, 2013 Current ratio Current assets divided byCurrent liabilities 4.47:1.00 5.46:1.00 The substantial decrease in current ratio on June 30, 2013 is due to the payments made for acquisition of property and equipment in accordance with the expansion plan. Quick ratio Current assets less inventories and prepayments divided by Current liabilities 4.25:1.00 5.24:1.00 0.05:1.00 0.04:1.00 Decrease in cash of P186.7 million due to the acquisition of property and equipment related to expansion plans. The company remained debt free for the period. Income is recognized during the three month period thus the favorable debt to equity ratio. Debt to Total liabilities divided equity ratio by Total equity IV. MATERIAL CHANGES IN BALANCE SHEET ACCOUNTS Decrease in Cash and cash equivalents by P186.0 million or 12% was due to the deposit made relative to the planned acquisition of a university in 4 the Visayas and acquisition of a property intended for STI Batangas. In addition, there are continuing disbursements for the purchase of furniture and equipment for STI ORCA along with the completion of the building thereat. Further, there is ongoing construction in sites intended for STI Caloocan, STI Cubao and STI Las Piñas. Current receivables declined by P50.0 million or 20%primarily due to the collection of receivables from students at the end of the school year. Inventories increased slightly by 2% due to the buildup of inventories in preparation for the expected increase in the number of students. Prepayments increased by 15% to P43.1 million due to substantial increases in VAT input taxes arising from disbursements related to the purchase of uniforms, school supplies and various items for sale in preparation to the opening of classes. Significant amount of VAT input taxes also arose from disbursements related to various renovations and repairs in other STI owned schools. . Property and equipment rose by 7% or P193.8 million due to the purchase of furniture and equipment for STI ORCA, construction costs incurred for STI ORCA and Caloocan, and improvement of various facilities. Investments in and advances to associates and joint ventures decreased by 29% mainly due to the decline in the market value of investments in bonds and equities held by an associate. Availabe for sale financial assets increased by P28.6 million due to reclassification of investments in Delos-STI Megaclinic, Inc. (Megaclinic) and Delos Santos General Hospital, Inc. (the Hospital) from Investments in and advances to associates and joint ventures account as a result of the Investment Agreement entered into with Metro Pacific Investments Corporation (MPIC) which was finalized in June 2013. The infusion of equity of MPIC in the Hospital resulted to a dilution of the ownership of the group to 10%, thus the reclassification. The Investment Agreement also stated that shareholdings of Delos Santos-STI College(DLS-STI Collge) in Megaclinic would be swapped with shares in the Hospital. Noncurrent assets increased byP62.3 million or 10% due to the deposit made relative to the planned acquisition of a university in the Visayas and the purchase of computer licenses for schools. Accounts payable and other current liabilities increased by P12.0 million or 4% due to the increase in unearned revenues relative to collected tuition and other school fees which will be recognized as income up to the end of the semester. The increase was also caused by outstanding bills for 5 advertising expenses seasonally incurred in the first quarter of the fiscal year. The increases were partially offset by lower payables for various expenses, like rent. Current and noncurrent portion of obligations under finance lease decreased by 18% and 12%, respectively, mainly due to payment of monthly amortizations. These obligations pertain mostly to company vehicles and computer equipment purchased under finance lease arrangements. Income tax payable increased to P11.2 million from P5.0 million last March 31 reflecting the substantial increase in taxable income as tuition fees collected in advance are taxable in full upon receipt. Pension liabilities increased by P3.0 million or 13%, as a result of the adoption of the accounting standard, Revised PAS 19, Employee Benefits, that removes the corridor mechanism and amended the concept of expected returns on plan assets. The Group recognized the impact retroactively based on actuarial valuation. Unrealized mark-to-market gains or losses on available-for-sale financial assets, including the Group’s share in its associates’ unrealized mark-tomarket gains or losses on their available-for-sale financial assets decreased by net amount of P982 million. This represents a decline in the gains earlier reported as of March 31, 2013 by an associate as a result of: (1) the realization of gains on some of the AFS assets; and (2) a decrease in market values of the remaining assets from the previous quarter. Retained earnings increased due to the net income earned during the period. V. MATERIAL CHANGES IN INCOME STATEMENT ACCOUNTS The increase in total revenues of P10.0 million or 3% from last year is due to the 4% increase in the number of students of STI ESG and its subsidiaries from 68,363 to 71,195 students resulting in higher revenues from tuition and other school fees. Tuition and other school fees increased by P24.7 million to P252.4 million , or by 11%, from last year’s P227.7 million, reflective of the increase in number of students. In addition, STI ESG’s enrollment mix was more favorable in 2013 than in 2012, as enrollment leaned more towards STI Network’s four-year programs than the two-year programs. Ratio in 2013 was 75% four-year programs and 25% two-year programs, as compared to 70% and 30%, respectively, in 2012. The four-year programs charge higher 6 tuition and bring in more revenue per student. Further, there are increases of 5% and 7% in tuition fees for the old and new students, respectively Revenues from educational services also increased by P2.7 million or 7% to P42.8 million this year. Other income went down by P15.4 million or 68% due to various one-time adjustments recognized last year by virtue of the merger of schools with the parent company. Sale of educational materials and supplies decreased by 8%. Classes last year started early than this year and thus more sales were recorded during the cut-off period. Cost of educational services decreased by 7% from P89.0 million last year to P83.0 million for the same period this year as a result of the decrease in the faculty salaries and other direct expenses. The drop in the faculty salaries resulted from the decrease in the number of faculty members in the programs with declining enrollment, notably the nursing program, in which faculty members generally have high salaries. Cost of educational materials and supplies sold decreased by 10% from P19.8 million to P17.8 million due to the change in product mix of items sold. General and administrative expenses slightly increased by P4.4 million or 2% from P185.6 million last year to P190.1 million this year, mainly due to increase in salaries and wages of P5.9 million or 11% from last year’s P54.4 million as vacant plantilla positions were filled up. Higher retirement cost was recorded compared to last year due to the adoption of the accounting standard, Revised PAS 19 - Employee Benefits. The effect was recognized retroactively using the valuation provided by the group’s actuary. Depreciation costs also increased due to the recognition of depreciation of the new building in STI Fairview. Professional fees increased by P3.4 million substantially resulting from the costs of legal and financial due diligence work on the acquisition of a university in the Visayas. The increases in costs were offset by the decline in rent expense. Equity in net gains of associates and joint ventures increased by P88.3 million due to the gains realized on the sale of equities and bonds held by an associate. Interest expense decreased from P17.0 million last year to P0.3 million this year. The bank loans were fully paid towards the end of 2012. The interest expense of P0.3 million pertain to obligations under finance lease covering various computer and transportation equipment. 7 Rental income decreased by P0.7 million as facilities originally being leased out were utilized as school premises. Interest income went down by P3.4 million due mainly to discontinued imposition of interest on the loans to Philippine Women’s Univeristy (PWU) and Unlad Resources Development Corporation (UNLAD). Dividend income decreased by 8% due to the disposal of available-for-sale financial assets which generated dividend income in 2012. Loss on deemed sale amounting to P36.3 million represents the amount deemed lost due to the dilution of the group’s ownership in the Hospital from 33% to 10%. Loss on swap in the amount of P 6.7 million pertains to the exchange of shares of Megaclinic with the shares in the Hospital both held by DLS-STI College, set as a condition in the Investment Agreement with MPIC. Provision for income tax increased as a result of the increase in taxable income. Other comprehensive income decreased by P1055.0 million due to the decline in the gains earlier reflected as unrealized mark-to-market gain/loss on March 31, 2013. VI. FINANCIAL RISK DISCLOSURE The Group’s present activities expose it to liquidity risk, credit risk, interest rate risk and equity price risk. Liquidity risk – Liquidity risk relates to the possibility that the Group might not be able to settle its obligations/commitments as they fall due. To cover its financing requirements, the Group uses internally-generated funds and avails of various bank loans. On November 7, 2012 the Company received the proceeds from its follow on offering. The usage of funds is in line with the plan as approved by the SEC and the PSE. There are still unutilized funds as of June 30, 2013, which funds are invested in short-term bank deposits that provide flexibility of withdrawing the funds anytime. The Group regularly evaluates available financial products and monitors market conditions for opportunities to enhance yields at acceptable risk levels. Credit risk – Credit risk is the risk that the Group will incur a loss arising from students, franchisees or counterparties that fail to discharge their contractual obligations. The Group manages and controls credit risk by 8 setting limits on the amount of risk that the Group is willing to accept for individual counterparties and by monitoring expenses in relation to such limits. It is STI ESG’s policy to require students to pay all their tuition and other incidental fees before they can get their report cards and other credentials. Receivable balances are monitored such that exposure to bad debts is minimal. STI Holdings’ loan exposure to UNLAD and PWU are secured by real estate mortgages which minimize the credit risk to these institutions. VII. AGREEMENTS/COMMITMENTS AND CONTINGENCIES/OTHER MATTERS a. There are no changes in accounting estimates used in the preparation of unaudited interim condensed consolidated reports for the current and prior financial period. b. Except for STI Holdings’ commitments under the JVA with PWU, UNLAD and Attenborough Holdings Corporation (AHC) and under the Shareholders’ Agreement governing the aforementioned parties’ relationship as shareholders of the joint venture company, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the company with unconsolidated entities or other persons created during the reporting period. c. There are no material events and uncertainties known to management that would address the past and would have an impact on future operations of the Group. d. There are no known trends, demands, commitments, events of uncertainties that will have an impact on the Group’s liquidity except for the contingencies and commitments enumerated in Note 16 of the Notes to Interim Condensed Consolidated Financial Information attached as Annex “A”. e. Except for the conditions set forth in the accession made by STI Holdings to the JVA and Shareholders’ Agreement between PWU, Unlad, AHC and Mr. Eusebio H. Tanco, there are no other events that will trigger direct or contingent financial obligations that is material to the Group, including any default or acceleration of an obligation. 9 f. As of June 30, 2013, STI ESG has purchased land in Ortigas-Cainta, Caloocan, Cubao and Las Pinas. Construction of school facilities in Ortigas-Cainta, Caloocan and Cubao are on-going. Source of funds for the capital expenditures is the follow-on offering of STI Holdings. g. On June 3, 2013, STI ESG executed a deed of pledge on all of its shares in Delos Santos General Hospital in favor of Neptune Stroika Holdings, Inc., a wholly owned subsidiary of MPIC to cover the indemnity obligations of STI ESG enumerated in the Investment Agreement with MPIC. h. There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable impact on net sales/revenues/income from continuing operations. i. There are no significant elements of income or loss that did not arise from the Group’s continuing operations. 10 STI EDUCATION SYSTEMS HOLDINGS, INC. FINANCIAL RATIOS Key Performance Indicator As of and for the three months ended June 30, 2013 As of and for the three months ended June 30, 2012 4.47:1.00 0.52:1.00 4.25:1.00 0.48:1.00 3.68:1.00 0.32:1.00 Total liabilities divided by Total equity 0.05:1.00 0.48:1.00 Total assets divided by Total equity 1.05:1.00 1.48:1.00 574.18:1.00 8.59:1.00 Manner of Calculation LIQUIDITY RATIOS Current ratio Current assets divided by Current liabilities Quick ratio Cash ratio Current assets less inventories and prepayments divided by Current liabilities Cash and cash equivalents divided by Current liabilities SOLVENCY RATIOS Debt to equity ratio Asset to equity ratio Interest coverage ratio Earnings before interest and taxes divided by interest expenses of the same period 11 PROFITABILITY RATIOS Return on equity Net income for the quarter attributable to equity holders of the Parent company divided by average equity attributable to equity holders of the Parent company 3% 4% Return on assets Net income for the quarter divided by Total assets 3% 2% Net profit margin Net income for the quarter divided by Total revenues 56% 41% Gross profit margin Gross profit for the quarter divided by total revenues 70% 66% 12
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